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2Q16 release
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FOR IMMEDIATE RELEASE
MEDIA CONTACT: Nikki Klemmer, 615-743-6132
FINANCIAL CONTACT: Harold Carpenter, 615-744-3742
WEBSITE: www.pnfp.com
PNFP REPORTS DILUTED EARNINGS PER SHARE OF $0.73 FOR 2Q 2016
Excluding merger-related charges, diluted EPS was $0.75 for 2Q 2016
NASHVILLE, TN, July 19, 2016 – Pinnacle Financial Partners, Inc. (Nasdaq/NGS: PNFP)
reported net income per diluted common share of $0.73 for the quarter ended June 30, 2016,
compared to net income per d...
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FOR IMMEDIATE RELEASE
MEDIA CONTACT: Nikki Klemmer, 615-743-6132
FINANCIAL CONTACT: Harold Carpenter, 615-744-3742
WEBSITE: www.pnfp.com
PNFP REPORTS DILUTED EARNINGS PER SHARE OF $0.73 FOR 2Q 2016
Excluding merger-related charges, diluted EPS was $0.75 for 2Q 2016
NASHVILLE, TN, July 19, 2016 – Pinnacle Financial Partners, Inc. (Nasdaq/NGS: PNFP)
reported net income per diluted common share of $0.73 for the quarter ended June 30, 2016,
compared to net income per diluted common share of $0.64 for the quarter ended June 30,
2015, an increase of 14.1 percent. Net income per diluted common share was $1.42 for the six
months ended June 30, 2016, compared to net income per diluted common share of $1.25 for
the six months ended June 30, 2015, an increase of 13.6 percent.
Excluding pre-tax merger-related charges of $980,000 and $2.8 million for the three and six
months ended June 30, 2016, net income per diluted common share was $0.75 and $1.46,
respectively, compared to $0.64 and $1.26 for the three and six months ended June 30, 2015,
excluding merger related charges, or an increase of 17.2 percent and 15.9 percent,
respectively, over the same periods last year.
“We are very pleased to announce our 23rd consecutive quarter of increased core
earnings,” said M. Terry Turner, Pinnacle’s president and chief executive officer. “Thus far,
2016 has been a very eventful year for our firm. In terms of our mergers and acquisitions, we
successfully closed the Avenue Financial Holdings, Inc. (Avenue) transaction on July 1, five
months after announcement, and increased our ownership of Bankers Healthcare Group (BHG)
from 30 percent to 49 percent on March 1. Both are excellent acquisitions that enhance the
growth profile of our firm in a substantial way. BHG had a great quarter and is on track to meet
our original accretion estimates of more than 2 percent in 2016. Avenue Bank has a great
reputation and further increases our stature and position in Nashville, a banking market that
many believe to be one of the best in the country. In addition to our successful merger and
integration activities, we also continue to ramp up our recruiting efforts. So far we have
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attracted 29 revenue producers to our firm this year, compared to 36 hired in all of 2015, which
is a substantial increase in growth capacity.”
GROWING THE CORE EARNINGS CAPACITY OF THE FIRM:
• Revenues for the quarter ended June 30, 2016 were a record $107.8 million, an
increase of $8.0 million from the first quarter of 2016. Revenues increased 50.0
percent over the same quarter last year.
• Loans at June 30, 2016 were a record $7.091 billion, an increase of $263.5 million
from March 31, 2016 and $2.261 billion from June 30, 2015, reflecting a current year
annualized growth rate of 16.8 percent and year-over-year growth of 46.8 percent.
• Average deposit balances for the quarter ended June 30, 2016 were a record $7.093
billion, an increase of $56.3 million from March 31, 2016 and $2.209 billion from June
30, 2015, reflecting a current year annualized growth rate of 9.0 percent and year-
over-year growth of 45.2 percent.
“Net loan growth of $263.5 million during the second quarter represented a 46.8 percent
increase over the same quarter last year,” Turner said. “We continue to believe low to mid
double-digit percentage year-over-year organic loan growth is a reasonable expectation for the
remainder of 2016 and 2017. We continue to make progress in our relatively new Chattanooga
and Memphis markets. Net loans in Chattanooga have increased 5.9 percent since the
CapitalMark acquisition closed in July 2015, and net loans in Memphis have increased 41.4
percent since the Magna acquisition closed in September 2015. We’ve also increased our
investment in both markets, having added nine revenue producers in Chattanooga and 17 in
Memphis since the respective acquisition dates.”
FOCUSING ON PROFITABILITY:
• The firm’s net interest margin was 3.72 percent for the quarter ended June 30, 2016,
compared to 3.78 percent last quarter and 3.65 percent for the quarter ended June
30, 2015.
• Return on average assets was 1.33 percent for the second quarter of 2016,
compared to 1.27 percent for the first quarter of 2016 and 1.44 percent for the same
quarter last year. Excluding merger-related charges, return on average assets was
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1.36 percent for the second quarter of 2016, compared to 1.32 percent for the first
quarter of 2016 and 1.44 percent for the same quarter last year.
• Second quarter 2016 return on average equity amounted to 9.92 percent, compared
to 9.47 percent for the first quarter of 2016 and 10.86 percent for the same quarter
last year. Second quarter 2016 return on average tangible equity amounted to 15.34
percent, compared to 15.04 percent for the first quarter of 2016 and 15.39 percent for
the same quarter last year. Excluding merger-related charges, return on average
tangible equity amounted to 15.64 percent for the second and first quarters of 2016,
compared to 15.44 percent and 15.56 percent for the same quarters last year,
respectively.
“The second quarter represented another strong quarter of profitability for our firm,” said
Harold R. Carpenter, Pinnacle’s chief financial officer. “We anticipated a slight dilution in our net
interest margin this quarter as the impact of the loan marks from the CapitalMark and Magna
acquisitions declines. Purchase accounting has contributed approximately 0.20 percent to our
net interest margin in the first half of 2016. We anticipate the integration of Avenue’s results into
Pinnacle’s results to have a slightly dilutive effect to several of our profitability metrics going
forward. However, as we highlighted in our announcement of the merger this past January, we
still anticipate that we will experience accretion of 1 to 2 percent in diluted earnings per share in
2016 as a result of the Avenue merger and 3 to 4 percent accretion in 2017, in each case
excluding the effect of merger-related charges, even after incurring the negative impacts
associated with crossing the $10 billion asset threshold.”
OTHER SECOND QUARTER 2016 HIGHLIGHTS:
• Revenue growth
o Net interest income for the quarter ended June 30, 2016 increased to $75.0
million, compared to $73.9 million for the first quarter of 2016 and $51.8 million
for the second quarter of 2015.
o Noninterest income for the quarter ended June 30, 2016 increased to $32.7
million, compared to $25.9 million for the first quarter of 2016 and $20.0 million
for the same quarter last year.
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Income from the firm’s investment in BHG was $9.6 million for the
quarter ended June 30, 2016, compared to $5.1 million for the quarter
ended March 31, 2016 and $4.3 million for the second quarter last year.
The firm’s investment in BHG contributed slightly less than $0.11 in
diluted earnings per share in the second quarter of 2016, compared to
$0.06 in the first quarter of 2016 and $0.07 for the second quarter last
year.
Net gains from the sale of mortgage loans were $4.2 million for the
quarter ended June 30, 2016, compared to $3.6 million for the first
quarter of 2016 and $1.7 million for the quarter ended June 30, 2015.
The year-over-year growth rate was 155.5 percent, which was
attributable to both an increase in the number of mortgage originators
as well as the positive impact of the low interest rate environment on
mortgage production and the pipeline hedge. New home mortgage
originations accounted for 68.7 percent of the firm’s net gain on
mortgage loan sale volumes in the second quarter of 2016.
Wealth management revenues, which include investment, trust and
insurance services, were $5.2 million for the quarter ended June 30,
2016, compared to $5.6 million for the first quarter of 2016 and $4.7
million for the quarter ended June 30, 2015, resulting in a year-over-
year growth rate of 9.5 percent.
“With our significant loan growth, net interest income in the second quarter of 2016
increased over the first quarter of 2016 despite the slight dilution in our net interest margin,”
Carpenter said. “BHG’s contribution in the second quarter was a record for us, reflecting a full
quarter of our increased ownership as well as their pipelines rebuilding and their business
model gaining increased momentum. Mortgage revenues were also a record for us this quarter,
as we now have 43 mortgage originators in our four primary markets, compared to 20 this time
last year in just Nashville and Knoxville. Lastly, we believe the integration of Avenue in our
revenue base will serve to increase our quarterly revenue run rates going forward, providing us
further opportunities to increase operating leverage in future periods.”
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• Noninterest expense
o Noninterest expense for the quarter ended June 30, 2016 was $55.9 million,
compared to $54.1 million in the first quarter of 2016 and $36.7 million in the
second quarter last year.
Salaries and employee benefits were $34.3 million in the second
quarter of 2016, compared to $32.5 million in the first quarter of 2016
and $23.8 million in the second quarter last year, reflecting a year-over-
year increase of 44.1 percent due to the impact of both the CapitalMark
and Magna mergers, as well as continued increases in recruiting in our
primary markets. Additionally, costs associated with the firm’s annual
cash incentive plan amounted to $5.3 million in the second quarter of
2016, compared to $3.6 million in the second quarter of 2015 and $3.2
million in the first quarter of 2016.
Pre-tax merger-related charges were approximately $980,000 during
the quarter ended June 30, 2016 compared to $59,000 in the second
quarter of 2015. The firm will continue to incur merger-related charges
as it completes the Avenue integration later this year.
The efficiency ratio for the second quarter of 2016 decreased to 51.9
percent from 54.2 percent in the first quarter of 2016, and the ratio of
noninterest expenses to average assets decreased to 2.42 percent from
2.46 percent in the first quarter of 2016. Excluding merger-related
charges and ORE expense, the efficiency ratio decreased from 52.2
percent to 50.8 percent between the first and second quarters of 2016,
while the ratio of noninterest expenses to average assets remained at
2.37 percent for both periods.
The firm’s headcount decreased to 1,061 FTE’s at June 30, 2016, down
from 1,075 FTE’s at March 31, 2016, but was up from 800.5 FTE’s at
June 30, 2015.
“Our expense run rates will obviously increase with the integration of the Avenue
acquisition,” Carpenter said. “Because the technology conversion for Avenue is currently
scheduled for late in the third quarter, we should begin to realize additional cost savings from
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the Avenue merger in the fourth quarter of 2016. Currently, we do not believe that our core
expense run rates will increase meaningfully this year, other than from the Avenue acquisition
and the impact of our hiring initiatives.”
• Asset quality
o Nonperforming assets decreased to 0.55 percent of total loans and ORE at
June 30, 2016, compared to 0.70 percent at March 31, 2016 and increased
slightly from 0.53 percent at June 30, 2015. Nonperforming assets decreased
to $39.0 million at June 30, 2016, compared to $47.9 million at March 31, 2016
and increased from $25.8 million at June 30, 2015.
o The allowance for loan losses represented 0.87 percent of total loans at June
30, 2016, compared to 0.91 percent at March 31, 2016 and 1.36 percent at
June 30, 2015.
The ratio of the allowance for loan losses to nonperforming loans was
181.8 percent at June 30, 2016, compared to 146.4 percent at March
31, 2016 and 373.6 percent at June 30, 2015.
Net charge-offs were $6.1 million for the quarter ended June 30, 2016,
compared to $7.1 million for the first quarter of 2016 and $1.9 million for
the quarter ended June 30, 2015. Annualized net charge-offs as a
percentage of average loans for the quarter ended June 30, 2016 were
0.35 percent, compared to 0.16 percent for the quarter ended June 30,
2015 and 0.42 percent for the first quarter of 2016.
Provision for loan losses increased to $5.3 million in the second quarter
of 2016 from $3.9 million in the first quarter of 2016 and $1.2 million in
the second quarter of 2015.
“Last quarter we reported increased net charge-offs driven largely by our consumer auto
portfolio,” Carpenter said. “The non-prime consumer auto portfolio continues to underperform
with $4.1 million of net charge-offs in the second quarter of 2016. We anticipate improvement in
the future performance of this portfolio going forward, since we have reduced portfolio balances
in our non-prime portfolio from $56.9 million at March 31, 2016 to $43.5 million at June 30, 2016
and believe the underlying quality of the remaining portfolio appears to be stabilizing.”
Page 7
AVENUE FINANCIAL HOLDINGS 2Q16 HIGHLIGHTS
The merger of Pinnacle Financial Partners, Inc. and Avenue Financial Holdings, Inc.
became effective on July 1, 2016. A summary of Avenue’s results for the second quarter of
2016 follows:
• Avenue’s loans at June 30, 2016 were a record $982.1 million, an increase of $20.1
million from March 31, 2016 and $182.3 million from June 30, 2015, reflecting year-
over-year growth of 22.8 percent. Avenue’s ratio of allowance for loan losses to total
loans was 1.15 percent at June 30, 2016, compared to 1.14 percent at March 31,
2016 and 1.20 percent at June 30, 2015.
• Average deposit balances were $953.5 million in the second quarter of 2016,
compared to $963.2 million during the quarter ended March 31, 2016 and $821.6
million for the quarter ended June 30, 2015, reflecting year-over-year growth of 16.1
percent. Average demand deposit balances were $299.0 million in the second quarter
of 2016 and represented approximately 31.4 percent of total average deposit
balances for the quarter. Second quarter 2016 average noninterest-bearing deposits
increased 12.6 percent over the same quarter last year.
A summary of Avenue’s results for the second quarter of 2016 compared to the first quarter
of 2016 and the second quarter of 2015 follows:
(unaudited, dollars in thousands) Three months ended,
June 30, 2016 March 31, 2016 June 30, 2015
Net interest income $ 9,041 $ 9,011 $ 8,015
Provision for loan losses 234 774 855
Noninterest income (excl. gains) 1,122 1,681 1,660
Gains on sales of securities 40 228 215
Noninterest expense (excl. merger) 6,788 7,206 6,758
Merger-related charges 545 801 -
Net income before tax 2,636 2,139 2,277
Income tax expense 788 726 696
Net income $ 1,848 $ 1,413 $ 1,581
Page 8
• Avenue’s return on average assets was 0.62 percent for the second quarter of 2016,
compared to 0.47 percent for the first quarter of 2016 and 0.56 percent for the same
quarter last year. Avenue’s net interest margin was 3.26 percent for the quarter
ended June 30, 2016, compared to 3.28 percent last quarter and 3.23 percent for the
quarter ended June 30, 2015. Avenue’s efficiency ratio for the second quarter of
2016, was 72.2 percent, compared to 74.9 percent for the first quarter of 2016 and
73.4 percent in the second quarter of 2015.
• Nonperforming assets were 0.04 percent of total loans and ORE at June 30, 2016,
compared to 0.07 percent at March 31, 2016 and 0.45 percent at June 30, 2015.
Avenue recorded no charge-offs during the three months ended June 30, 2016,
compared to net recoveries of 0.02 percent for the first quarter of 2016. Net charge-
offs amounted to 0.12 percent during the second quarter of 2015.
BOARD OF DIRECTORS DECLARES DIVIDEND
On July 19, 2016, Pinnacle’s Board of Directors increased the quarterly cash dividend to
$0.14 per common share to be paid on Aug. 26, 2016 to common shareholders of record as of
the close of business on Aug. 5, 2016. The amount and
timing of any future dividend payments
to common shareholders will be subject to the discretion of Pinnacle’s Board of Directors.
WEBCAST AND CONFERENCE CALL INFORMATION
Pinnacle will host a webcast and conference call at 8:30 a.m. (CDT) on July 20, 2016 to
discuss second quarter 2016 results and other matters. To access the call for audio only,
please call 1-877-602-7944. For the presentation and streaming audio, please access the
webcast on the investor relations page of Pinnacle's website at www.pnfp.com
.
For those unable to participate in the webcast, it will be archived on the investor relations
page of Pinnacle's website at www.pnfp.com for 90 days following the presentation.
Pinnacle Financial Partners provides a full range of banking, investment, trust, mortgage
and insurance products and services designed for businesses and their owners and individuals
interested in a comprehensive relationship with their financial institution. The American Banker
recognized Pinnacle as the third best bank to work for in the country in 2015.
Page 9
The firm began operations in a single downtown Nashville location in October 2000 and has
since grown to approximately $9.7 billion in assets at June 30, 2016. As the second-largest
bank holding company headquartered in Tennessee, Pinnacle operates in the state’s four
largest markets, Nashville, Memphis, Knoxville and Chattanooga, as well as several
surrounding counties.
Additional information concerning Pinnacle, which is included in the NASDAQ Financial-100
Index, can be accessed at www.pnfp.com.
###
FORW ARD-LOOKING STATEMENTS
This release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including those
identified by the words “may,” “will,” “should,” “could,” “anticipate,” “believe,” “continue,” “estimate,” “expect,” “forecast,” “intend,” “plan,”
“potential,” or “project” and similar expressions. 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:
• deterioration in the financial condition of borrowers resulting in significant increases in loan losses and provisions for those losses;
• continuation of the historically low short-term interest rate environment;
• the inability of Pinnacle Financial, or entities in which it has significant investments, like Bankers Healthcare Group (“BHG”), to
maintain the historical growth rate of its, or such entities', loan portfolio;
• changes in loan underwriting, credit review or loss reserve policies associated with economic conditions, examination conclusions, or
regulatory developments;
• effectiveness of Pinnacle Financial’s asset management activities in improving, resolving or liquidating lower-quality assets;
• Increased competition with other financial institutions;
• greater than anticipated adverse conditions in the national or local economies including the Nashville-Davidson-Murfreesboro-
Franklin MSA, the Knoxville MSA, the Chattanooga, TN-GA MSA and the Memphis, TN-MS-AR MSA, particularly in commercial and
residential real estate markets;
• rapid fluctuations or unanticipated changes in interest rates on loans or deposits;
• the results of regulatory examinations;
• the ability to retain large, uninsured deposits;
• a merger or acquisition;
• ris ks of expansion into new geographic or product markets;
• any matter that would cause Pinnacle Financial to conclude that there was impairment of any asset, including intangible assets;
• 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 or otherwise to attract customers from other financial institutions;
• further deterioration in the valuation of other real estate owned and increased expenses associated therewith;
• Inability to comply with regulatory capital requirements, including those resulting from changes to capital calculation methodologies
and required capital maintenance levels;
• risks associated with litigation, including the applicability of insurance coverage;
• the risk that the cost savings and any revenue synergies from our recent mergers may not be realized or take longer than anticipated
to be realized;
• disruption from the Avenue merger with customers, suppliers or employee relationships;
• the risk of successful integration of the businesses we have recently acquired with ours;
• the amount of the costs, fees, expenses and charges related to the Avenue merger;
• the risk of adverse reaction of Pinnacle Bank’s and Avenue's customers to the Avenue merger;
• the risk that the integration of the operations of the companies we have recently acquired with Pinnacle Bank’s will be materially
delayed or will be more costly or difficult than expected;
• approval of the declaration of any dividend by Pinnacle Financial’s board of directors;
• the vulnerability of Pinnacle Bank’s network and online banking portals to unauthorized access, computer viruses, phishing schemes,
spam attacks, human error, natural disasters, power loss and other security breaches;
• the possibility of increased compliance costs as a result of increased regulatory oversight, including oversight of companies in which
Pinnacle Financial or Pinnacle Bank have significant investments, and the development of additional banking products for Pinnacle
Bank’s corporate and consumer clients;
• 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 the terms of our agreement with
them;
• the possibility that the incremental cost and/or decreased revenues associated with exceeding $10 billion in assets will exceed
current estimates; and
• changes in state and federal legislation, regulations or policies applicable to banks and other financial service providers, including
regulatory or legislative developments.
Page 10
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, and Current Reports on Form 8-K, filed with or furnished to 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 release
which speak only as of the date hereof, whether as a result of new information, future events or otherwise.
Non-GAAP Financial Matters
This release contains certain non-GAAP financial measures, including, without limitation, net income, earnings per diluted share, efficiency
ratio, noninterest expense and the ratio of noninterest expense to average assets and noninterest expense to the sum of net interest income
and noninterest income, in each case excluding the impact of expenses related to other real estate owned, gains or losses on sale of
investments, FHLB prepayments and other matters for the accounting periods presented. This release also includes non-GAAP financial
measures which exclude expenses associated with Pinnacle Bank’s mergers with CapitalMark Bank & Trust, Magna Bank and Avenue as well
as Pinnacle Financial’s and its bank subsidiary’s investments in BHG. This release may also contain certain other non-GAAP capital ratios and
performance measures. These non-GAAP financial measures exclude the impact of goodwill and core deposit intangibles associated with
Pinnacle Financial’s acquisition of Magna Bank which Pinnacle Bank acquired on September 1, 2015, CapitalMark Bank & Trust which Pinnacle
Bank acquired on July 31, 2015, Mid-America Bancshares, Inc. which Pinnacle Financial acquired on November 30, 2007, Cavalry Bancorp,
Inc., which Pinnacle Financial acquired on March 15, 2006 and other acquisitions which collectively are less material to the non-GAAP
measure. The presentation of the non-GAAP financial information is not intended to be considered in isolation or as a substitute for any
measure prepared in accordance with GAAP. Because non-GAAP financial measures presented in this release are not measurements
determined in accordance with GAAP and are susceptible to varying calculations, these non-GAAP financial measures, as presented, may not
be comparable to other similarly titled measures presented by other companies. Pinnacle Financial believes that these non-GAAP financial
measures facilitate making period-to-period comparisons and are meaningful indications of its operating performance. In addition, because
intangible assets such as goodwill and the core deposit intangible, and the other items excluded each vary extensively from company to
company, Pinnacle Financial believes that the presentation of this information allows investors to more easily compare Pinnacle Financial’s
results to the results of other companies. Pinnacle Financial’s management utilizes this non-GAAP financial information to compare Pinnacle
Financial’s operating performance for 2016 versus the comparable periods in 2015 and to internally prepared projections.
June 30, 2016December 31, 2015June 30, 2015
ASSETS
Cash and noninterest-bearing due from banks77,817,212$ 75,078,807$ 66,487,191$
Interest-bearing due from banks390,839,578 219,202,464
201,761,829
Federal funds sold and other
3,124,302
26,670,062
4,698,433
Cash and cash equivalents471,781,092 320,951,333
272,947,453
Securities available-for-sale, at fair value 1,109,221,784 935,064,745 806,221,152
Securities held-to-maturity (fair value of $29,092,450, $31,585,303 and $33,830,072,
June 30, 2016, December 31, 2015 and June 30, 2015, respectively)28,511,599 31,376,840 33,914,863
Residential mortgage loans held-for-sale53,118,706 47,930,253 31,542,696
Commercial loans held-for-sale9,322,783 - -
Loans7,091,401,512 6,543,235,381
4,830,353,621
Less allowance for loan losses (61,411,537) (65,432,354) (65,572,050)
Loans, net7,029,989,975 6,477,803,027
4,764,781,571
Premises and equipment, net78,800,120 77,923,607 73,633,237
Equity method investment195,891,508 88,880,014
82,892,986
Accrued interest receivables23,432,495 21,574,096 17,125,955
Goodwill427,573,930 432,232,255 243,290,816
Core deposit and other intangible assets8,820,668 10,540,497 2,438,245
Other real estate owned5,005,642 5,083,218
6,792,503
Other assets
294,197,558 265,183,799 180,962,299
Total assets
9,735,667,860$ 8,714,543,684$
6,516,543,776$
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
Noninterest-bearing 2,013,847,185$ 1,889,865,113$ 1,473,086,196$
Interest-bearing 1,316,653,111 1,389,548,175 1,071,433,689
Savings and money market accounts3,237,003,521
3,001,950,725 2,031,801,876
Time
725,322,534 690,049,795 417,289,165
Total deposits7,292,826,351 6,971,413,808
4,993,610,926
Securities sold under agreements to repurchase73,316,880
79,084,298 61,548,547
Federal Home Loan Bank advances783,240,425 300,305,226 445,345,050
Subordinated debt and other borrowings229,713,860 141,605,504 133,908,292
Accrued interest payable4,067,352 2,593,209 637,036
Other liabilities
90,349,182 63,930,339 40,103,864
Total liabilities8,473,514,050 7,558,932,384 5,675,153,715
Stockholders’ equity:
Preferred stock, no par value; 10,000,000 shares authorized;
no shares issued and outstanding- - -
Common stock, par value $1.00; 90,000,000 shares authorized;
42,184,120 shares, 40,906,064 shares, and 35,977,987 shares
issued and outstanding at June 30, 2016, December 31, 2015
and June 30, 2015, respectively42,184,120 40,906,064 35,977,987
Additional paid-in capital889,468,015 839,617,050 567,945,383
Retained earnings325,608,051 278,573,408 237,243,866
Accumulated other comprehensive (loss) income, net of taxes
4,893,624 (3,485,222) 222,825
Stockholders’ equity
1,262,153,810 1,155,611,300 841,390,061
Total liabilities and stockholders’ equity
9,735,667,860$ 8,714,543,684$
6,516,543,776$
This information is preliminary and based on company data available at the time of the presentation.
CONSOLIDATED BALANCE SHEETS – UNAUDITED
PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES
Three Months EndedSix Months Ended
June 30,June 30,
201620152016
2015
Interest income:
Loans, including fees77,043,106$ 50,325,643$ 151,447,310$ 99,792,349$
Securities
Taxable
4,571,876 3,460,243 9,038,710 6,904,842
Tax-exempt
1,443,017 1,400,479 2,936,774 2,883,786
Federal funds sold and other
703,706 316,286 1,313,293 600,264
Total interest income
83,761,705 55,502,651 164,736,087 110,181,241
Interest expense:
Deposits
5,073,567 2,592,476 9,989,130 5,023,218
Securities sold under agreements to repurchase
39,532 29,371 87,582 60,288
Federal Home Loan Bank advances and other borrowings
3,605,320 1,050,119 5,713,412 1,998,671
Total interest expense
8,718,419
3,671,966 15,790,124 7,082,177
Net interest income
75,043,286 51,830,685 148,945,963 103,099,064
Provision for loan losses5,280,101 1,186,116 9,173,671 1,501,207
Net interest income after provision for loan losses69,763,185
50,644,569 139,772,292 101,597,857
Noninterest income:
Service charges on deposit accounts
3,430,391 3,075,655 6,873,075 5,988,204
Investment services
2,499,719
2,399,054
4,845,319 4,658,494
Insurance sales commissions
1,192,827 1,105,783
2,898,686 2,618,401
Gains on mortgage loans sold, net
4,221,301
1,652,111 7,788,852 3,593,365
Investment gains on sales, net
- 556,014 - 562,017
Trust fees
1,491,955 1,230,415 3,072,567 2,542,400
Income from equity method investment
9,644,310 4,266,154 14,791,834 7,467,456
Other noninterest income
10,232,433 5,733,592 18,298,313 11,081,743
Total noninterest income
32,712,936
20,018,778 58,568,646 38,512,080
Noninterest expense:
Salaries and employee benefits
34,254,147 23,774,558 66,771,003 47,305,418
Equipment and occupancy
8,312,272 5,877,971 16,442,736 11,924,194
Other real estate, net
222,473 (114,567) 334,745
280,721
Marketing and other business development
1,537,843 1,186,165 2,801,204
2,145,915
Postage and supplies
1,049,842 731,219 2,006,929
1,380,470
Amortization of intangibles
846,615 227,413 1,719,830
454,827
Merger related expenses
980,182 59,053 2,809,654
59,053
Other noninterest expense
8,727,393 5,005,513 17,108,362
10,027,749
Total noninterest expense
55,930,767 36,747,325 109,994,463
73,578,347
Income before income taxes46,545,354 33,916,022 88,346,475
66,531,590
Income tax expense
15,758,582 11,252,191 29,594,439
22,025,048
Net income 30,786,772$ 22,663,831$ 58,752,036$ 44,506,542$
Per share information:
Basic net income per common share
$ 0.75 $ 0.65 $ 1.44 $ 1.27
Diluted net income per common share
$ 0.73 $ 0.64 $ 1.42 $ 1.25
Weighted average shares outstanding:
Basic
41,274,45035,128,85640,678,66935,085,271
Diluted
41,974,48335,554,68341,411,24835,477,098
This information is preliminary and based on company data available at the time of the presentation.
PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME – UNAUDITED
MarchDecember
SeptemberJune
March
20162015201520152015
Balance sheet data, at quarter end:
Commercial real estate - mortgage loans$2,467,219 2,340,720 2,275,483 2,192,151 1,671,729 1,560,683
Consumer real estate - mortgage loans1,068,620 1,042,369 1,046,517 1,044,276 740,641 723,907
Construction and land development loans816,681 764,079 747,697 674,926 372,004 324,462
Commercial and industrial loans2,492,016 2,434,656 2,228,542 2,178,535 1,819,600 1,810,818
Consumer and other246,866 246,106 244,996 246,101 226,380 225,402
Total loans7,091,402 6,827,930 6,543,235 6,335,989 4,830,354 4,645,272
Allowance for loan losses(61,412) (62,239) (65,432) (63,758) (65,572) (66,242)
Securities1,137,733 1,048,419 966,442 1,003,994 840,136 808,294
Total assets9,735,668 9,261,387 8,714,543 8,544,799 6,516,544 6,314,346
Noninterest-bearing deposits2,013,847 2,026,550 1,889,865 1,876,910 1,473,086 1,424,971
Total deposits7,292,826 7,080,212 6,971,414 6,600,679 4,993,611 4,789,309
Securities sold under agreements to repurchase73,317 62,801 79,084 68,077 61,549 68,053
FHLB advances
783,240 616,290 300,305 545,330 445,345 455,444
Subordinated debt and other borrowings229,714 209,751 141,606 142,476 133,908 135,533
Total stockholders’ equity1,262,154 1,228,780 1,155,611 1,134,226 841,390 824,151
Balance sheet data, quarterly averages:
Total loans$6,997,592 6,742,054 6,457,870 5,690,246 4,736,818 4,624,952
Securities1,064,060 993,675 1,002,291 925,506 836,425 788,550
Total earning assets8,362,657 8,018,596 7,759,053 6,844,784 5,764,514 5,581,508
Total assets9,305,941 8,851,978 8,565,341 7,514,633 6,319,712 6,102,523
Noninterest-bearing deposits2,003,523 1,960,083 1,948,703 1,689,599 1,437,276 1,342,603
Total deposits7,093,349 7,037,014 6,786,931 5,898,369 4,884,506 4,791,944
Securities sold under agreements to repurchase65,121 69,129 72,854 71,329 61,355 66,505
FHLB advances 653,750 383,131 376,512 393,825 388,963 290,016
Subordinated debt and other borrowings225,240 162,575 142,660 147,619 135,884 121,033
Total stockholders’ equity1,247,762 1,188,153 1,153,681 986,325 836,791 815,706
Statement of operations data, for the three months ended:
Interest income$83,762 80,974 77,797 67,192 55,503 54,679
Interest expense8,718 7,072 6,322
5,133 3,672 3,410
Net interest income75,044 73,902 71,475 62,059 51,831 51,269
Provision for loan losses5,280 3,894 5,459 2,228 1,186
315
Net interest income after provision for loan losses69,764 70,008 66,016 59,831 50,645 50,954
Noninterest income32,713 25,856 26,608 21,410 20,019 18,493
Noninterest expense55,931 54,064 52,191
45,107 36,747 36,830
Income before taxes46,546 41,800 40,433 36,134 33,917 32,617
Income tax expense 15,759
13,836 13,578 11,985
11,252 10,774
Net income $30,787 27,965 26,855 24,149
22,665 21,843
Profitability and other ratios:
Return on avg. assets (1)1.33%1.27%1.24%1.27%1.44%1.45%
Return on avg. equity (1)9.92%9.47%9.24%9.71%10.86%10.86%
Return on avg. tangible common equity (1)15.34%15.04%14.97%14.49%15.39%15.56%
Dividend payout ratio (18)21.62%21.62%18.97%19.92%20.78%22.22%
Net interest margin (1) (2)3.72%3.78%3.73%3.66%3.65%3.78%
Noninterest income to total revenue (3)30.36%25.92%27.13%25.65%27.86%26.51%
Noninterest income to avg. assets (1)1.41%1.17%1.23%1.13%1.27%1.23%
Noninterest exp. to avg. assets (1)2.42%2.46%2.42%2.38%2.33%2.45%
Noninterest expense (excluding ORE, FHLB
prepayment charges, and merger related expense)
to avg. assets (1)2.37%2.37%2.30%2.30%2.31%2.42%
Efficiency ratio (4)51.90%54.20%53.21%54.04%51.14%52.79%
Avg. loans to average deposits98.65%95.81%95.15%96.47%96.98%96.52%
Securities to total assets11.69%11.32%11.10%11.75%12.89%12.80%
This information is preliminary and based on company data available at the time of the presentation.
(dollars in thousands)
PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES
SELECTED QUARTERLY FINANCIAL DATA – UNAUDITED
June
2016
Average
Balances
Interest
Rates/ Yields
Average
Balances
Interest
Rates/ Yields
Interest-earning assets
Loans
(1)
6,997,592$ 77,043$ 4.53%4,736,818$ 50,326$ 4.27%
Securities
Taxable880,976 4,572 2.09%681,829 3,460 2.04%
Tax-exempt
(2)
183,084
1,443
4.25%154,596 1,400 4.86%
Federal funds sold and other 301,005 704 0.94%191,271 316
0.66%
Total interest-earning assets
8,362,657 83,762$ 4.06%5,764,514
55,502$
3.91%
Nonearning assets
Intangible assets440,504 245,964
Other nonearning assets502,780 309,234
Total assets9,305,941$
6,319,712$
Interest-bearing liabilities
Interest-bearing deposits:
Interest checking1,352,898$ 904$ 0.27%1,074,853$ 532$ 0.20%
Savings and money market3,085,734 3,019 0.39%1,951,863 1,488 0.31%
Time651,194 1,151
0.71%420,514 572
0.55%
Total interest-bearing deposits5,089,826 5,074 0.40%3,447,230 2,592 0.30%
Securities sold under agreements to repurchase65,121 40 0.24%61,355 29 0.19%
Federal Home Loan Bank advances 653,750 1,256 0.77%388,963 224 0.23%
Subordinated debt and other borrowings225,240 2,348 4.19%135,884 826 2.44%
Total interest-bearing liabilities6,033,937 8,718 0.58%4,033,432 3,671 0.37%
Noninterest-bearing deposits2,003,523 - - 1,437,276 - -
Total deposits and interest-bearing liabilities
8,037,460 8,718$ 0.44%5,470,708 3,671$ 0.27%
Other liabilities20,719 12,213
Stockholders' equity 1,247,762 836,791
Total liabilities and stockholders' equity9,305,941$
6,319,712$
Net interest income
75,044$ 51,831$
Net interest spread
(3)
3.48%3.54%
Net interest margin
(4)
3.72%3.65%
(1) Average balances of nonperforming loans are included in the above amounts.
(2) Yields computed on tax-exempt instruments on a tax equivalent basis.
This information is preliminary and based on company data available at the time of the presentation.
(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.
(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 quarter ended June 30, 2016 would have been 3.62% compared to a net
interest spread of 3.64% for the quarter ended June 30, 2015.
PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES
ANALYSIS OF INTEREST INCOME AND EXPENSE, RATES AND YIELDS-UNAUDITED
(dollars in thousands)
Three months ended
June 30, 2016
Three months ended
June 30, 2015
Average
Balances
Interest
Rates/ Yields
Average
Balances
Interest
Rates/ Yields
Interest-earning assets
Loans
(1)
6,869,823$ 151,447$ 4.51%4,681,194$ 99,792$ 4.31%
Securities
Taxable845,945 9,039 2.15%654,011 6,905 2.13%
Tax-exempt
(2)
182,923 2,937 4.33%158,609 2,884 4.90%
Federal funds sold and other 291,782 1,313 0.91%179,703 601 0.67%
Total interest-earning assets
8,190,473 164,736$ 4.08%5,673,517
110,182$
3.96%
Nonearning assets
Intangible assets440,485 246,138
Other nonearning assets447,996 292,065
Total assets9,078,954$
6,211,720$
Interest-bearing liabilities
Interest-bearing deposits:
Interest checking1,378,931$ 1,835$ 0.27%1,052,405$ 1,005$ 0.19%
Savings and money market3,041,660 5,972 0.39%1,973,818 2,898 0.30%
Time662,788
2,182 0.66%422,057 1,121
0.54%
Total interest-bearing deposits5,083,379 9,989 0.40%3,448,280 5,024 0.29%
Securities sold under agreements to repurchase67,125
88 0.26%63,916
60 0.19%
Federal Home Loan Bank advances 518,440 1,792 0.70%339,763 444 0.26%
Subordinated debt and other borrowings193,904
3,921 4.07%128,499 1,555 2.44%
Total interest-bearing liabilities5,862,848 15,790 0.54%3,980,458 7,083 0.36%
Noninterest-bearing deposits1,981,803
- - 1,390,201 - -
Total deposits and interest-bearing liabilities
7,844,651 15,790$ 0.40%5,370,659 7,083$ 0.27%
Other liabilities16,346 14,754
Stockholders' equity 1,217,957 826,307
Total liabilities and stockholders' equity9,078,954$ 6,211,720$
Net interest income
148,946$ 103,099$
Net interest spread
(3)
3.53%3.60%
Net interest margin
(4)
3.75%3.71%
(1) Average balances of nonperforming loans are included in the above amounts.
(2) Yields computed on tax-exempt instruments on a tax equivalent basis.
This information is preliminary and based on company data available at the time of the presentation.
(4) Net interest margin is the result of net interest income calculated on a tax equivalent basis divided by average interest-earning assets for the period.
(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 six months ended June 30, 2016 would have been 3.67% compared to a net
interest spread of 3.70% for the six months ended June 30, 2015.
PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES
ANALYSIS OF INTEREST INCOME AND EXPENSE, RATES AND YIELDS-UNAUDITED
(dollars in thousands)
Six months endedSix months ended
June 30, 2016June 30, 2015
MarchDecemberSeptemberJuneMarch
2016201520152015
2015
Asset quality information and ratios:
Nonperforming assets:
Nonaccrual loans$33,785 42,524 29,359 30,049 17,550 16,915
Other real estate (ORE) and other non-performing assets (NPAs)5,183 5,338 6,990 5,794 8,239 9,927
Total nonperforming assets
$38,968 47,862 36,349 35,843 25,789 26,842
Past due loans over 90 days and still
accruing interest$1,623 4,556 1,768 3,798
483
1,609
Troubled debt restructurings (5)$9,861 9,950 8,088 8,373 8,703 8,726
Net loan charge-offs$6,108 7,087 3,785 4,041 1,856 1,432
Allowance for loan losses to nonaccrual loans181.8%146.4%222.9%212.2%373.6%391.6%
As a percentage of total loans:
Past due accruing loans over 30 days 0.33%0.32%0.31%0.31%0.38%0.34%
Potential problem loans (6)1.38%
1.65%1.61%1.44%1.86%1.97%
Allowance for loan losses0.87%0.91%1.00%1.01%1.36%1.43%
Nonperforming assets to total loans, ORE and other NPAs0.55%0.70%0.55%0.57%0.53%0.58%
Nonperforming assets to total assets0.40%0.52%0.42%0.41%0.37%0.40%
Classified asset ratio (Pinnacle Bank) (8)
19.3%24.2%18.7%17.1%
19.0%20.3%
Annualized net loan charge-offs to avg. loans (7)0.35%0.42%0.23%0.28%0.16%0.13%
Wtd. avg. commercial loan internal risk ratings (6)4.5
4.5
4.5 4.5 4.5 4.5
Interest rates and yields:
Loans4.53%4.49%4.46%4.33%4.27%4.35%
Securities2.46%2.62%2.45%2.51%2.56%2.79%
Total earning assets4.06%4.09%4.01%3.93%3.91%4.02%
Total deposits, including non-interest bearing0.29%0.28%0.27%0.24%0.21%0.21%
Securities sold under agreements to repurchase0.24%0.28%0.21%0.22%0.19%0.19%
FHLB advances 0.77%0.56%0.42%0.33%0.23%0.31%
Subordinated debt and other borrowings4.19%3.89%3.57%3.16%2.44%2.44%
Total deposits and interest-bearing liabilities0.44%0.37%0.34%0.31%0.27%0.26%
Pinnacle Financial Partners capital ratios (8):
Stockholders’ equity to total assets13.0%13.3%13.3%13.3%12.9%13.1%
Common equity Tier one capital 7.9%7.8%8.6%8.7%9.4%9.4%
Tier one risk-based8.8%8.7%9.6%9.8%10.8%10.8%
Total risk-based11.0%11.0%11.3%11.4%12.0%12.0%
Leverage 8.7%8.8%9.4%10.0%10.5%10.4%
Tangible common equity to tangible assets8.9%8.9%8.6%8.6%9.5%9.5%
Pinnacle Bank ratios:
Common equity Tier one 8.4%8.3%9.0%9.1%10.1%10.0%
Tier one risk-based8.4%8.3%9.0%9.1%10.1%10.1%
Total risk-based10.6%10.6%10.6%10.8%11.2%11.3%
Leverage8.3%8.4%8.8%9.4%9.8%9.7%
This information is preliminary and based on company data available at the time of the presentation.
(dollars in thousands)
PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES
SELECTED QUARTERLY FINANCIAL DATA – UNAUDITED
June
2016
MarchDecemberSeptemberJune
March
20162015201520152015
Per share data:
Earnings – basic$0.75 0.70 0.67 0.64 0.65
0.62
Earnings – diluted$0.73 0.68 0.65 0.62 0.64 0.62
Common dividends per share$0.14 0.14 0.12
0.12
0.12
0.12
Book value per common share at quarter end (9)$29.92 29.26 28.25 27.80 23.39 22.98
Investor information:
Closing sales price$48.85 49.06 51.36 49.41 54.37
44.46
High closing sales price during quarter$51.73 51.32 56.80 55.18 54.88 45.19
Low closing sales price during quarter$45.15 44.56 47.90
45.03
44.25
35.52
Other information:
Gains on mortgage loans sold:
Mortgage loan sales:
Gross loans sold
$198,239 163,949 164,992 145,751 112,609 95,782
Gross fees (10)
$7,604 5,425 4,155 4,751
4,067
3,108
Gross fees as a percentage of loans originated3.84%
3.31%2.52%3.26%3.61%3.24%
Net gain on mortgage loans sold
$4,221
3,568 2,181 1,895
1,652 1,941
Investment gains on sales, net (17)
$- - (10) - 556 6
Brokerage account assets, at quarter-end (11)
$1,964,769 1,812,221 1,778,566 1,731,828 1,783,062 1,739,669
Trust account managed assets, at quarter-end
$953,592 1,130,271 862,699
839,518 924,605 889,392
Core deposits (12)
$6,591,063
6,432,388 6,332,810 4,832,719
4,608,648 4,412,635
Core deposits to total funding (12)
78.7%80.7%84.5%82.8%81.8%81.0%
Risk-weighted assets
$8,609,968 8,287,853 7,849,814
7,425,629 5,829,846 5,591,382
Total assets per full-time equivalent employee
$9,176
8,616 8,228 7,960
8,141 8,153
Annualized revenues per full-time equivalent employee$408.5 373.2 367.6
308.5 360.0 365.3
Annualized expenses per full-time equivalent employee$212.0 202.3
195.6
166.7 184.1 192.9
Number of employees (full-time equivalent)1,061.0
1,075.0 1,058.5 1,073.5
800.5 774.5
Associate retention rate (13)
95.2%94.0%92.9%96.1%
94.7%94.0%
Selected economic information (in thousands) (14):
Nashville MSA nonfarm employment - May 2016932.7934.9926.6919.5906.6890.9
Knoxville MSA nonfarm employment - May 2016394.6393.6391.4388.5387.8382.7
Chattanooga MSA nonfarm employment - May 2016249.9249.4249.1248.1245.4242.5
Memphis MSA nonfarm employment - May 2016632.4632.1629.3630.6
621.8618.7
Nashville MSA unemployment - May 20163.1%3.3%4.6%4.7%4.6%4.6%
Knoxville MSA unemployment -May 20163.6%3.8%
5.3%5.4%5.4%5.3%
Chattanooga MSA unemployment - May 20164.0%4.6%5.5%5.7%5.6%5.7%
Memphis MSA unemployment - May 20164.7%4.7%6.4%6.4%6.5%6.5%
Nashville residential median home price - June 2016$260.2245.0242.9236.9240.0222.4
Nashville inventory of residential homes for sale- June 2016 (16)8.57.97.18.79.28.2
This information is preliminary and based on company data available at the time of the presentation.
(dollars in thousands, except per share data)
June
2016
PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES
SELECTED QUARTERLY FINANCIAL DATA – UNAUDITED
June
MarchDecemberSeptemberJuneMarch
(dollars in thousands, except per share data)
201620162015201520152015
Net interest income$75,044 73,902 71,475 62,059 51,831 51,269
Noninterest income32,713
25,856
26,608 21,410 20,019 18,493
Less: Investment (gains) and losses on sales, net
- - 10 - (556) (6)
Noninterest income excluding investment
(gains) and losses on sales, net
32,713 25,856 26,618 21,410
19,463
18,487
Total revenues excluding the impact of investment
(gains) and losses on sales, net
107,757
99,758 98,093 83,469 71,294 69,756
Noninterest expense55,931 54,064 52,191 45,107 36,747
36,830
Less: Other real estate expense222
112 99 (686) (115) 395
FHLB prepayment charges- - - - 479 -
Merger related charges
980 1,829 2,489 2,249 59 -
Noninterest expense excluding the impact of
other real estate expense, FHLB prepayment charges and
merger related charges
54,729 52,122 49,603 43,544 36,324 36,435
Adjusted pre-tax pre-provision income
(15)
$53,028 47,636 48,490
39,925
34,970
33,322
Efficiency Ratio
(4)
51.9%54.2%53.2%54.0%51.1%52.8%
Adjustment due to investment gains, ORE expense,
FHLB prepayment charges and merger related charges-1.1%-1.9%-2.6%-1.9%-0.2%-0.6%
Efficiency Ratio (excluding investment gains, ORE expense,
FHLB prepayment charges and merger related charges)
50.8%52.2%50.6%52.2%50.9%52.2%
Total average assets$9,305,941
8,851,978 8,565,341 7,514,633
6,319,712 6,102,523
Noninterest expense (excluding ORE expense, FHLB
prepayment charges and merger related charges)
to avg. assets
(1)
2.37%2.37%2.30%2.30%2.31%2.42%
Equity Method Investment
(19)
Fee income from BHG, net of amortization$9,644 5,148 7,839 5,285 4,266 3,201
Funding cost to support investment1,732 980 660 590 421 277
Pre-tax impact of BHG7,912 4,168 7,179 4,695 3,845 2,924
Income tax expense at statutory rates3,104 1,635 2,816 1,842 1,508 1,147
Earnings attributable to BHG$4,808
2,533 4,363 2,853
2,337 1,777
Basic earnings per share attributable to BHG0.12 0.06 0.11 0.07 0.07 0.05
Diluted earnings per share attributable to BHG0.11 0.06 0.11 0.07 0.07 0.05
Net income $30,787 27,965 26,854 24,149 22,665 21,843
Merger related charges 980 1,829 2,489 2,249 59 -
Tax effect on merger related charges
(20)
(385)
(718) (977) (882) (23) -
Net income less merger related charges $31,382
29,076 28,366 25,516
22,701 21,843
Basic earnings per share $0.75 0.70 0.67 0.64 0.65 0.62
Adjustment to basic earnings per share due to merger related charges 0.01 0.03 0.04 0.03 - -
Basic earnings per share excluding merger related charges $0.76 0.73 0.71 0.67 0.65 0.62
Diluted earnings per share$0.73 0.68 0.65 0.62 0.64 0.62
Adjustment to diluted earnings per share due to merger related charges 0.02 0.03 0.04 0.04 - -
Diluted earnings per share excluding merger related charges$0.75 0.71 0.69 0.66 0.64 0.62
This information is preliminary and based on company data available at the time of the presentation.
PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES
RECONCILIATION OF NON-GAAP SELECTED QUARTERLY FINANCIAL DATA – UNAUDITED
June
MarchDecember SeptemberJuneMarch
(dollars in thousands, except per share data)
201620162015201520152015
Net income $30,787 27,965 26,854 24,149 22,665 21,843
Merger related expenses 980 1,829 2,489 2,249 59 -
Tax effect on merger related expenses (385) (718) (977) (882) (23) -
Net income less merger related expenses $31,382 29,076 28,366 25,516 22,701 21,843
Return on average assets
1.33%1.27%1.24%1.27%
1.44%1.45%
Adjustment due to merger related charges0.03%0.05%0.07%0.07%0.00%0.00%
Return on average assets (excluding merger related charges)
1.36%1.32%1.31%1.35%1.44%
1.45%
Tangible assets:
Total assets$9,735,668 9,262,345 8,714,543 8,549,064 6,516,544 6,314,346
Less: Goodwill(427,574)
(431,841)
(432,232) (429,416) (243,291) (243,443)
Core deposit and other intangible assets
(8,821) (9,667) (10,540) (11,641) (2,438) (2,666)
Net tangible assets
$9,299,273
8,820,837 8,271,771 8,108,007 6,270,815 6,068,238
Tangible equity:
Total stockholders' equity$1,262,154 1,228,780 1,155,611 1,134,226 841,390 824,151
Less: Goodwill(427,574)
(431,841)
(432,232) (429,416) (243,291) (243,443)
Core deposit and other intangible assets
(8,821) (9,667) (10,540) (11,641) (2,438) (2,666)
Net tangible common equity
$
825,759 787,272 714,384 697,434 595,661 578,042
Ratio of tangible common equity to tangible assets
8.88%
8.93%8.64%8.60%9.50%9.53%
Average tangible equity:
Average stockholders' equity$1,247,762
1,188,153
1,153,681 986,325 836,791
815,706
Less: Average goodwill(431,155)
(430,228) (430,574) (317,461)
(243,383) (243,505)
Core deposit and other intangible assets(9,367) (10,237)
(11,261) (7,634)
(2,581)
(2,809)
Net average tangible common equity$807,240 747,688 711,847 661,230
590,827 569,392
Return on average common equity
9.92%9.47%9.24%9.71%
10.86%10.86%
Adjustment due to goodwill, core deposit and other intangible assets5.42%5.58%5.73%4.78%
4.52%4.70%
Return on average tangible common equity (1)
15.34%15.04%14.97%14.49%15.39%15.56%
Adjustment due to merger related charges 0.30%0.60%0.84%0.82%
0.06%0.00%
Return on average tangible common equity
(excluding merger related charges)
15.64%15.64%15.81%15.31%
15.44%15.56%
Total average assets$9,305,941 8,851,978 8,565,341 7,514,633 6,319,712 6,102,523
This information is preliminary and based on company data available at the time of the presentation.
PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES
RECONCILIATION OF NON-GAAP SELECTED QUARTERLY FINANCIAL DATA – UNAUDITED
20. Tax effect calculated using the blended statutory rate of 39.23% for all periods presented.
Tangible common equity to total assets - End of period total stockholders' equity less end of period goodwill, core deposit and other intangibles as a percentage of end of period assets.
Tier one risk-based – Tier one capital (pursuant to risk-based capital guidelines) as a percentage of total risk-weighted assets.
17. Represents investment gains (losses) on sales and impairments, net occurring as a result of both credit losses and losses incurred as the result of a change in management's intention to sell a bond prior to the recovery of its amortized cost basis.
18. The dividend payout ratio is calculated as the sum of the annualized dividend rate divided by the trailing 12-months fully diluted earnings per share as of the dividend declaration date.
15. Adjusted pre-tax, pre-provision income excludes the impact of investment gains and losses on sales and impairments, net as well as other real estate owned expenses, FHLB restructuring charges and merger related expenses.
12. Core deposits include all transaction deposit accounts, money market and savings accounts and all certificates of deposit issued in a denomination of less than $250,000.
10. Amounts are included in the statement of operations in “Gains on mortgage loans sold, net”, net of commissions paid on such amounts.
14. Employment and unemployment data is from BERC- MTSU & Bureau of Labor Statistics. Labor force data is seasonally adjusted. The most recent quarter data presented is as of the most recent month that data is available as of the release date. Historical data is
subject to update by the BERC- MTSU & Bureau of Labor Statistics. Historical data is presented based on the most recently reported data available by the BERC- MTSU & Bureau of Labor Statistics. The Nashville home data is from the Greater Nashville
Association of Realtors.
Classified asset - Classified assets as a percentage of Tier 1 capital plus allowance for loan losses.
as a component of tier 1 capital as a percentage of total risk-weighted assets.
16. Represents one month's supply of homes currently listed with MLS based on current sales activity in the Nashville MSA.
Tier one common equity to risk weighted assets - Tier 1 capital (pursuant to risk-based capital guidelines) less the amount of any preferred stock or subordinated indebtedness that is considered
13. Associate retention rate is computed by dividing the number of associates employed at quarter-end less the number of associates that have resigned in the last 12 months by the number of associates employed at quarter-end. Associate retention rate does not include
associates at acquired institutions displaced by merger.
PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES
SELECTED QUARTERLY FINANCIAL DATA – UNAUDITED
9. Book value per share computed by dividing total stockholders’ equity less preferred stock and common stock warrants by common shares outstanding.
1. Ratios are presented on an annualized basis.
2. Net interest margin is the result of net interest income on a tax equivalent basis divided by average interest earning assets.
3. Total revenue is equal to the sum of net interest income and noninterest income.
4. Efficiency ratios are calculated by dividing noninterest expense by the sum of net interest income and noninterest income.
7. Annualized net loan charge-offs to average loans ratios are computed by annualizing year-to-date net loan charge-offs and dividing the result by average loans for the year-to-date period.
Equity to total assets – End of period total stockholders’ equity as a percentage of end of period assets.
Leverage – Tier one capital (pursuant to risk-based capital guidelines) as a percentage of adjusted average assets.
Total risk-based – Total capital (pursuant to risk-based capital guidelines) as a percentage of total risk-weighted assets.
5. Troubled debt restructurings include loans where the company, as a result of the borrower’s financial difficulties, has granted a credit concession to the borrower (i.e., interest only payments for a significant period of time, extending the maturity of the loan, etc.). All
of these loans continue to accrue interest at the contractual rate.
6. Average risk ratings are based on an internal loan review system which assigns a numeric value of 1 to 10 to all loans to commercial entities based on their underlying risk characteristics as of the end of each quarter. A "1" risk rating is assigned to credits that exhibit
Excellent risk characteristics, "2" exhibit Very Good risk characteristics, “3” Good, “4” Satisfactory, “5” Acceptable or Average, “6” Watch List, “7” Criticized, “8” Classified or Substandard, “9” Doubtful and “10” Loss (which are charged-off immediately).
Additionally, loans rated “8” or worse that are not nonperforming or restructured loans are considered potential problem loans. Generally, consumer loans are not subjected to internal risk ratings. This average is for PNFP legacy loans only.
11. At fair value, based on information obtained from Pinnacle’s third party broker/dealer for non-FDIC insured financial products and services.
19. Earnings from equity method investment includes the impact of the issuance of subordinated debt as well as the funding costs of the overall franchise. Income tax expense is calculated using statutory tax rates.
8. Capital ratios are calculated using regulatory reporting regulations enacted for such period and are defined as follows:
The ratio noted above represents total core deposits divided by total funding, which includes total deposits, FHLB advances, securities sold under agreements to repurchase, subordinated indebtedness and all other interest-bearing liabilities.
2025 Goldman Sachs FS Conference Presentation SNV 2
guidanceUploaded 4/9/2026by pdf-importType: presentationPublished 6/15/2025
Content preview
Goldman Sachs 2025
Financial Services Conference
December 9, 2025
2
Thiscommunicationcontainsstatementsthatconstitute“forward-lookingstatements”withinthemeaningof,andsubjecttotheprotectionsof,Section27AoftheSecuritiesActof1933,asamended,andSection21EoftheSecurities
ExchangeActof1934,asamended.Allstatementsotherthanstatementsofhistoricalfactareforward-lookingstatements.Theseforward-lookingstatementsinclude,butarenotlimitedto,statementsaboutthebenefitsoftheproposed
transactionbetweenSynovusFin...
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Goldman Sachs 2025
Financial Services Conference
December 9, 2025
2
Thiscommunicationcontainsstatementsthatconstitute“forward-lookingstatements”withinthemeaningof,andsubjecttotheprotectionsof,Section27AoftheSecuritiesActof1933,asamended,andSection21EoftheSecurities
ExchangeActof1934,asamended.Allstatementsotherthanstatementsofhistoricalfactareforward-lookingstatements.Theseforward-lookingstatementsinclude,butarenotlimitedto,statementsaboutthebenefitsoftheproposed
transactionbetweenSynovusFinancialCorp.(“Synovus”)andPinnacleFinancialPartners,Inc.(“Pinnacle”),includingfuturefinancialandoperatingresults(includingtheanticipatedimpactoftheproposedtransactiononSynovus’and
Pinnacle’srespectiveearningsandtangiblebookvalue),statementsrelatedtotheexpectedtimingofthecompletionoftheproposedtransaction,thecombinedcompany’splans,objectives,expectationsandintentions,andother
statementsthatarenothistoricalfacts.Youcanidentifytheseforward-lookingstatementsthroughtheuseofwordssuchas“believes,”“anticipates,”“expects,”“may,”“will,”“assumes,”“should,”“predicts,”“could,”“would,”“intends,”
“targets,”“estimates,”“projects,”“plans,”“potential”andothersimilarwordsandexpressionsofthefutureorotherwiseregardingtheoutlookforSynovus’,Pinnacle’sorcombinedcompany’sfuturebusinessesandfinancialperformance
and/ortheperformanceofthebankingindustryandeconomyingeneral.
Prospectiveinvestorsarecautionedthatanysuchforward-lookingstatementsarenotguaranteesoffutureperformanceandinvolveknownandunknownrisksanduncertaintieswhichmaycausetheactualresults,performanceor
achievementsofSynovus,Pinnacleorthecombinedcompanytobemateriallydifferentfromthefutureresults,performanceorachievementsexpressedorimpliedbysuchforward-lookingstatements.Forward-lookingstatementsare
basedontheinformationknownto,andcurrentbeliefsandexpectationsof,SynovusorPinnacleandaresubjecttosignificantrisksanduncertainties.Actualresultsmaydiffermateriallyfromthosecontemplatedbysuchforward-looking
statements.Anumberoffactorscouldcauseactualresultstodiffermateriallyfromthosecontemplatedbytheforward-lookingstatementsinthiscommunication.ManyofthesefactorsarebeyondSynovus’,Pinnacle’sorthecombined
company’sabilitytocontrolorpredict.Thesefactorsinclude,amongothers,(1)theriskthatthecostsavingsandsynergiesfromtheproposedtransactionmaynotbefullyrealizedormaytakelongerthananticipatedtoberealized,(2)
disruptiontoSynovus’businessandtoPinnacle’sbusinessasaresultoftheannouncementandpendencyoftheproposedtransaction,(3)theriskthattheintegrationofPinnacle’sandSynovus’respectivebusinessesandoperationswillbe
materiallydelayedorwillbemorecostlyordifficultthanexpected,includingasaresultofunexpectedfactorsorevents,(4)thefailuretoobtainthenecessaryapprovalsbytheshareholdersofSynovusorPinnacle,(5)theamountofthe
costs,fees,expensesandchargesrelatedtothetransaction,(6)theabilitybyeachofSynovusandPinnacletoobtainrequiredgovernmentalapprovalsoftheproposedtransactiononthetimelineexpected,oratall,andtheriskthatsuch
approvalsmayresultintheimpositionofconditionsthatcouldadverselyaffectthecombinedcompanyaftertheclosingoftheproposedtransactionoradverselyaffecttheexpectedbenefitsoftheproposedtransaction,(7)reputational
riskandthereactionofeachcompany’scustomers,suppliers,employeesorotherbusinesspartnerstotheproposedtransaction,(8)thefailureoftheclosingconditionsinthemergeragreementtobesatisfied,oranyunexpecteddelayin
closingtheproposedtransactionortheoccurrenceofanyevent,changeorothercircumstancesthatcouldgiverisetotheterminationofthemergeragreement,(9)thedilutioncausedbytheissuanceofsharesofthecombinedcompany’s
commonstockinthetransaction,(10)thepossibilitythattheproposedtransactionmaybemoreexpensivetocompletethananticipated,includingasaresultofunexpectedfactorsorevents,(11)risksrelatedtomanagementand
oversightoftheexpandedbusinessandoperationsofthecombinedcompanyfollowingtheclosingoftheproposedtransaction,(12)thepossibilitythecombinedcompanyissubjecttoadditionalregulatoryrequirementsasaresultofthe
proposedtransactionorexpansionofthecombinedcompany’sbusinessoperationsfollowingtheproposedtransaction,(13)theoutcomeofanylegalorregulatoryproceedingsorgovernmentalinquiriesorinvestigationsthatmaybe
currentlypendingorlaterinstitutedagainstSynovus,Pinnacleorthecombinedcompanyand(14)generalcompetitive,economic,politicalandmarketconditionsandotherfactorsthatmayaffectfutureresultsofSynovusandPinnacle
includingchangesinassetqualityandcreditrisk;theinabilitytosustainrevenueandearningsgrowth;changesininterestratesandcapitalmarkets;inflation;customerborrowing,repayment,investmentanddepositpractices;theimpact,
extentandtimingoftechnologicalchanges;andcapitalmanagementactivities.AdditionalfactorswhichcouldaffectfutureresultsofSynovusandPinnaclecanbefoundinSynovus’orPinnacle’sfilingswiththeSecuritiesandExchange
Commission(the“SEC”),includinginSynovus’AnnualReportonForm10-KfortheyearendedDecember31,2024,underthecaptions“Forward-LookingStatements”and“RiskFactors,”andSynovus’QuarterlyReportsonForm10-Qand
CurrentReportsonForm8-K,andPinnacle’sAnnualReportonForm10-KfortheyearendedDecember31,2024,underthecaptions“Forward-LookingStatements”and“RiskFactors,”andinPinnacle’sQuarterlyReportsonForm10-Qand
CurrentReportsonForm8-K.Unduerelianceshouldnotbeplacedonanyforward-lookingstatements,whicharebasedoncurrentexpectationsandspeakonlyasofthedatethattheyaremade.SynovusandPinnacledonotassumeany
obligationtoupdateanyforward-lookingstatementsasaresultofnewinformation,futuredevelopmentsorotherwise,exceptasotherwisemayberequiredbylaw.
Forward-Looking Statements
3
This slide presentation contains certain non-GAAP financial measures determined by methods other than in accordance with generally accepted accounting principles. Such non-GAAP financial measures include the following:adjusted revenue
taxable equivalent (TE) and adjusted non-interest expense. The most comparable GAAP measures to these measures are total revenueand total non-interest expense, respectively. Management believes that these non-GAAP financial measures
provide meaningful additional information about Synovus to assist management and investors in evaluating Synovus' operating results, financial strength, the performance of its business and the strength of its capital position. However, these
non-GAAP financial measures have inherent limitations as analytical tools and should not be considered in isolation or as a substitute for analyses of operating results or capital position as reported under GAAP. The non-GAAP financial measures
should be considered as additional views of the way our financial measures are affected by significant items and other factors, and since they are not required to be uniformly applied, they may not be comparable to other similarly titled measures
at other companies. Adjust revenue TE is ameasure used by management to evaluate total revenue exclusive of net investment securities gains (losses), fair value adjustments on non-qualified deferred compensation, and other items not
indicative of ongoing operations that could impact period-to-period comparisons. Adjusted non-interest expense is a measure utilized by management to measure the success of expense management initiatives focused on reducing recurring
controllable operating costs. The computations of the non-GAAP financial measures used in this slide presentation are set forth in the appendix to this slide presentation.
Management does not provide a reconciliation for forward-looking non-GAAP financial measures where it is unable to provide a meaningful or accurate calculation or estimation of reconciling items and the information is not available without
unreasonable effort. This is due to the inherent difficulty of forecasting the occurrence and the financial impact of variousitems that have not yet occurred, are out of Synovus’ control, or cannot be reasonably predicted. For the same reasons,
Synovus’ management is unable to address the probable significance of the unavailable information. Forward-looking non-GAAP financial measures provided without the most directly comparable GAAP financial measures may vary materially
from the corresponding GAAP financial measures.
Use of Synovus Non-GAAP Financial Measures
4
Pro Forma Branch Footprint
Synovus
Pro forma footprint
population projected to
grow
2x faster
than national average
Source: July 24,2025,PNFP-SNV merger presentation; (1) 2025-2027E pro forma revenue growth CAGR of 10.5% (#1 among peers), 47% pro forma 2027E efficiency ratio (#1 among peers), 1.38% pro forma 2027E return on average assets (#2 among peers) and
18.0% pro forma 2027E return on average tangible common equity (#1 among peers)
Fully Committed to Continuing the Highly Successful
PNFP Operating and Recruiting Model
Positioned to Remain Employer of Choice with Industry-Leading
Client Service Versus Competitors
Strong Pro Forma Capital Generation
Minimal Geographic Overlap Supports Low-Risk Integration
Builds on Significant, Multi-Year Investments to Prepare for LFI
Standards
Capitalizes on Positive Regulatory Environment for Larger Bank
Mergers
Creates Fastest-Growing, Most Profitable Regional Bank with 21%
2027E EPS Accretion and 2.6 Year TBV Dilution Earnback
(1)
Pinnacle
Financially & Strategically Compelling Transaction
5
Brand Name
Headquarters
Leadership Team
Operating Model
Incentive Model
Board of Directors Named
Technology Stack
Pinnacle Financial Partners and Pinnacle Bank
Built on Synovus' highly-scalable FIS core platform
Primarily based on company revenue and EPS growth
Equity grants/team member ownership
15 directors: 8 Pinnacle and 7 Synovus
Each side has 6 independent directors
Geographic operating model with local leadership
Long-term clarity on CEO
Finalized key leadership positions
Holding Company: Atlanta, GA and Bank: Nashville, TN
Key Decisions Made in Contrast to Other MOEs
6
Key Assumptions
Sequential
Period-End
LoanGrowth
Sequential
Period-End
Core Deposit Growth
(1)
Adjusted
Revenue
(2)
Adjusted Non-
Interest Expense
(2)
CET1 Ratio
Net Charge-Offs/
Average Loans
•Well-managed core expense offset by year-end incentive accruals
$615 MM -$625 MM
~$325 MM
0.20% -0.25%
~11.4%
~1.0%
3% –4%
Synovus Fourth Quarter 2025 Update
4Q25E
•Strong execution across core Middle Market and CIB growth verticals offset by
elevated CRE payoffs
•Seasonal benefits and new account origination supporting strong 4Q25 growth
•Modest NIM expansion from 3Q25
•Assumes additional 25 bp rate cut in December
•Fee income of ~$135 MM -$140 MM driven by Capital Markets and Wealth Services
•Continue to retain capital for anticipated January 1, 2026 merger closing
(1) Excludes brokered deposits; (2) Non-GAAP financial measure; see cautionary language on slide 3 and appendix for applicable reconciliation
7
Key Assumptions
2026 Period-End
LoanGrowth
2026 Period-End
Core Deposit Growth
(1)
Estimated
Normalized NIM
(2)
% of Adjusted
NIE
(3)
Synergies
Realized in Year One
Initial
CET1 Ratio Target
Estimated
Revenue Synergies
•Normalized rate environment should be conducive to low-cost deposit growth
•Specialized deposit capabilities will augment core client deposit growth
•Continued NIM expansion from legacy PNFP franchise's fixed-rate asset repricing
•Inclusive of debt issuances and other balance sheet repositioning to support liquidity
profile
•Expect to exit Year 1 on pace to meet or exceed 75% Year 2 target
•Full expense savings to berealized in 2H27
~3.50%
~40%
(of $250 MM )
$100 MM -$130 MM
~10.5%
9% -11%
9% -11%
•Broad-based contributions from both geographic and specialized business units
•Supported byongoing recruiting andcombined synergy opportunities
Pro Forma Targets
•Realized over time as combined company is fully integrated
•See following slide for specifics
(1) Excludes brokered deposits; (2) Assumes a normalized rate and spread environment, including short-term policy rates of approximately 3.25% (in alignment with FOMC dot plot) and a normalized yield curve (FF/10Y) of approximately 100 bps;
(3) Non-GAAP financial measure; see cautionary language on slide 3
8
R EL AT IONSH I P
EX PA NSIO N
C AP ITAL
M AR K ET S
SP EC IALT Y
EX P ERT ISE
T R EASU RY
C APA B IL IT IES
OpportunitiesRevenue Synergies
Estimated Revenue Synergies: ~100 MM -$130 MM
Revenue Producer Hiring
~$60 Million -$70 Million
Hold Limits
Swap Fees
~$20 Million -$30 Million
Arranger Fees
FX Hedging
CIC Syndication Fees
Debt Capital Markets
M&A Advisory
Equipment Financing
~$10 Million -$15 Million
Auto Dealer Financing
The Family Office
Homeowner's Association Deposit Specialty
Captive Deposit Specialty
Legal Deposit Specialty
Deposit Service Charges -Analysis
~$10 Million -$15 Million
Commercial Card
International Sales & Trade Revenue
Note: Relationship Expansion, Capital Markets, Specialty Expertise and Treasury Capabilities Information reflects 2025 PNFP and SNV estimates
9
N I M
Run-Rate
Net Interest
Margin
(1)
~3.50%
3.34%
Combined
3Q25 NIM for
Pinnacle and
Synovus
Synovus
Balance Sheet
Marks
0.12%-0.15%
0.05%-0.08%
Funding and
Liquidity Actions
PNFP Fixed-
Rate Asset
Repricing and
Other
0.07%-0.10%
Pro Forma Normalized Net Interest Margin
(1)
(1)Assumes a normalized rate and spread environment, including short-term policy rates of approximately 3.25% (in alignment with FOMC dot plot) and a normalized yield curve (FF/10Y) of approximately 100 bps
Immediate
Over-Time
10
Revenue Producer Hiring Targets
106
125125
74
100
125
YTD 20252026E2027E
Legacy PNFPLegacy SNV
225
250
180
(1)
(1) Year-to-Date as of September 30, 2025
11
Partnership Progress
12
Board of Directors Recently Announced
13
Appendix
14
37%
20%
19%
6%
5%
13%
Corporate Loans
Litigation Finance
Consumer Finance
Small Business Finance
Tax / PACE Finance
Other
Structured Lending
Asset Class Distribution
(1)
Fundings of $5.2 Billion, of which ~60% is Structured Lending
Structured Lending Portfolio: $3.0 Billion
•Launched in 2019 with senior team who haveworked
together for over 15 years
•Largely “lender finance” receivables plus other highly
secured cash flows
•Secured by assets that self-liquidate over time or can be
quickly converted to cash
•Asset-class agnostic with over 28 distinct asset classes;
capital deployment in numerous industry sectors
•Zero NCOs, NPLs or criticizedand classifiedloans since
inception; 100% are senior secured positions
•Rigorous due diligence for each counterparty
accompanied by robust cash flow analysis
Synovus NDFI Portfolio
Note: All data as of September 30, 2025; (1) Certain asset class categories have been combined for illustration purposes; PACE -Property Assessed Clean Energy
(2)
15
Synovus Non-GAAP Financial Measures
Amounts may not total due to rounding.
($ in thousands)3Q25
Total non-interest expense$348,729
Restructuring (charges) reversals747
Fair value adjustment on non-qualified deferred compensation(2,592)
Merger-related expense(23,757)
Valuation adjustment to Visa derivative(2,911)
Adjusted non-interest expense$320,216
Net interest income$474,695
Total non-interest revenue140,697
Total revenue615,392
Net interest income$474,695
Tax equivalent adjustment1,736
Net interest income (TE)$476,431
Total non-interest revenue140,697
Total revenue (TE)617,128
Investment securities losses (gains), net(1,742)
Fair value adjustment on non-qualified deferred compensation(2,592)
Adjusted revenue (TE)$612,794
1Q17 slides
guidanceUploaded 4/9/2026by pdf-importType: presentationPublished 3/15/2017
Content preview
First Quarter 2017
Investor Call
M. Terry Turner, President and CEO
Harold R. Carpenter, EVP and CFO
April 18, 2017
Forward Looking Statements
All statements, other than statements of historical fact, included in this presentation, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A
of the Securities Act and Section 21E of the Exchange Act. The words "expect," "anticipate," "intend," "plan," "believe," "seek," "estimate" and...
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First Quarter 2017
Investor Call
M. Terry Turner, President and CEO
Harold R. Carpenter, EVP and CFO
April 18, 2017
Forward Looking Statements
All statements, other than statements of historical fact, included in this presentation, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A
of the Securities Act and Section 21E of the Exchange Act. The words "expect," "anticipate," "intend," "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) deterioration in the financial condition of borrowers
resulting in significant increases in loan losses and provisions for those losses; (ii) continuation of the historically low short-term interest rate environment; (iii) the inability of Pinnacle Financial, or entities
in which it has significant investments, like Bankers Healthcare Group (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’sasset management activities in improving,
resolving or liquidating lower-quality assets; (vi) increased competition with other financial institutions; (vii) greater than anticipated adverse conditions in the national or local economies including the
Nashville-Davidson-Murfreesboro-Franklin MSA, the Knoxville MSA, the Chattanooga, TN-GA MSA and the Memphis, TN-MS-AR MSA, particularly in commercial and residential real estate markets; (viii)
rapid fluctuations or unanticipated changes in interest rates on loans or deposits; (ix) the results of regulatory examinations;(x) the ability to retain large, uninsured deposits; (xi) a merger or acquisition,
like Pinnacle Financial’sproposed merger with BNC Bancorp (BNC); (xii) risks of expansion into new geographic or product markets; (xiii) any matter that would cause Pinnacle Financial to conclude that
there was impairment of any asset, including intangible assets; (xiv) 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 or otherwise to attract customers from other financial institutions; (xv) further deterioration in thevaluation of other real estate owned and increased expenses associated
therewith; (xvi) inability to comply with regulatory capital requirements, including those resulting from changes to capital calculation methodologies and required capital maintenance levels; (xvii) risks
associated with litigation, including the applicability of insurance coverage; (xviii) the risk of successful integration of thebusinesses Pinnacle Financial has recently acquired with its business; (xix) approval
of the declaration of any dividend by Pinnacle Financial’sboard of directors; (xx) the vulnerability of Pinnacle Bank’s network and online banking portals 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 costs as a result of increased regulatory oversight, 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 the terms of our agreement with them; (xxiii) the possibility that theincremental cost and/or decreased revenues associated with exceeding $10
billion in assets will exceed current estimates; (xxiv) changes in state and federal legislation, regulations or policies applicable to banks and other financial service providers, like BHG, including regulatory
or legislative developments; (xxv) the risk that the cost savings and any revenue synergies from Pinnacle Financial’sproposed merger with BNC may not be realized or take longer than anticipated to be
realized; (xxvi) disruption from Pinnacle Financial’sproposed merger with BNC with customers, suppliers, employee or other business partners relationships; (xxvii) the occurrenceof any event, change or
other circumstances that could give rise to the termination of the merger agreement between Pinnacle Financial and BNC; (xxviii)the risk of successful integration of Pinnacle Financial’sand BNC’s
businesses; (xxix) the failure to obtain the necessary approvals by Pinnacle Financial and BNC shareholders; (xxx) the amountofthe costs, fees, expenses and charges related to Pinnacle Financial’s
proposed merger with BNC; (xxxi) reputational risk and the reaction of the parties' customers, suppliers, employees or other business partners to Pinnacle Financial’sproposed merger with BNC; (xxxii) the
failure of the closing conditions with respect to Pinnacle Financial’sproposed merger with BNC to be satisfied, or any unexpected delay in closing the proposed merger; (xxxiii) the risk that the integration
of Pinnacle Financial’sand BNC's operations will be materially delayed or will be more costly or difficult than expected; (xxxiv) the possibility thatPinnacle Financial’sproposed merger with BNC may be
more expensive to complete than anticipated, including as a result of unexpected factors or events; (xxxv) the dilution caused by Pinnacle Financial’sissuance of additional shares of its common stock in its
proposed merger with BNC; and (xxxvi) general competitive, economic, political and market conditions. Additional factors which could affect the forward looking statements can be found in Pinnacle
Financial’sAnnual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, or BNC's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on
Form 8-K, in each case filed with the SEC and available on the SEC's website at http://www.sec.gov. Pinnacle Financial and BNC disclaim any obligation to update or revise any forward-looking statements
contained in this presentation, which speak only as of the date hereof, whether as a result of new information, future events or otherwise.
Safe Harbor Statements
Non-GAAP Financial Matters
This release contains certain non-GAAP financial measures, including, without limitation, net income, earnings per diluted share, efficiency ratio, core net interest margin, noninterest expense and the ratio of noninterest
expense to average assets and noninterest expense to the sum of net interest income and noninterest income, in each case excluding the impact of expenses related to other real estate owned, gains or losses on sale of
investments, FHLB prepayments and other matters for the accounting periods presented. This release also includes non-GAAP financial measures which exclude expenses associated with Pinnacle Bank’s mergers with
CapitalMarkBank & Trust, Magna Bank, Avenue Financial Holdings, Inc. and BNC, as well as Pinnacle Financial’sand its bank subsidiary’s investments in BHG. This release may also contain certain other non-GAAP capital
ratios and performance measures. These non-GAAP financial measures exclude the impact of goodwill and core deposit intangibles associated with Pinnacle Financial’sacquisitions of Avenue, which Pinnacle Financial
acquired on July 1, 2016, Magna Bank which Pinnacle Bank acquired on September 1, 2015, CapitalMarkBank & Trust which Pinnacle Bank acquired on July 31, 2015, Mid-America Bancshares, Inc. which Pinnacle Financial
acquired on November 30, 2007, Cavalry Bancorp, Inc., which Pinnacle Financial acquired on March 15, 2006 and other acquisitionswhich collectively are less material to the non-GAAP measure. The presentation of the
non-GAAP financial information is not intended to be considered in isolation or as a substitute for any measure prepared in accordance with GAAP. Because non-GAAP financial measures presented in this release are not
measurements determined in accordance with GAAP and are susceptible to varying calculations, these non-GAAP financial measures, as presented, may not be comparable to other similarly titled measures presented by
other companies.
Pinnacle Financial believes that these non-GAAP financial measures facilitate making period-to-period comparisons and are meaningful indications of its operating performance. In addition, because intangible assets such
as goodwill and the core deposit intangible, and the other items excluded each vary extensively from company to company, Pinnacle Financial believes that the presentation of this information allows investors to more
easily compare Pinnacle Financial’sresults to the results of other companies. Pinnacle Financial’smanagement utilizes this non-GAAP financial information to compare Pinnacle Financial’soperating performance for 2017
versus certain periods in 2016 and to
internally prepared projections.
Additional Information About the Proposed Transaction and Where to Find It
Investors and security holders are urged to carefully review and consider each of Pinnacle Financial'sand BNC's public filings with the SEC, including but not limited to their Annual Reports on Form 10-K, their proxy
statements, their Current Reports on Form 8-K and their Quarterly Reports on Form 10-Q.
The documents filed by Pinnacle Financial with the SEC may be obtained free of charge at Pinnacle Financial'swebsite at www.pnfp.com, under the heading "About Pinnacle" and the subheading "Investor Relations," or at
the SEC's website at www.sec.gov. These documents may also be obtained free of charge from Pinnacle Financial by requesting themin writing to Pinnacle Financial Partners, Inc., 150 Third Avenue South, Suite 900,
Nashville, Tennessee 37201, Attention: Investor Relations, or by telephone at (615) 744-3700.
The documents filed by BNC with the SEC may be obtained free of charge at BNC's website at www.bncbanking.com under the "Investor Relations" section, or at the SEC's website at www.sec.gov. These documents may
also be obtained free of charge from BNC by requesting them in writing to BNC Bancorp, 3980 Premier Drive, Suite 210, High Point, North Carolina 27265, Attention: Investor Relations, or by telephone at (336) 869-9200.
In connection with the proposed transaction, Pinnacle Financial has filed a registration statement on Form S-4 with the SEC which includes a preliminary joint proxy statement of Pinnacle Financial and BNC and a
preliminary prospectus of Pinnacle Financial, and each party will file other documents regarding the proposed transaction with the SEC. Before making any voting or investment decision, investors and security holders of
Pinnacle Financial and BNC are urged to carefully read the entire registration statement and the definitive joint proxy statement/prospectus, when they become available, as well as any amendments or supplements to
these documents and any other relevant documents filed with the SEC, because they will contain important information about the proposed transaction. A definitive joint proxy statement/prospectus will be sent to the
shareholders of each institution seeking the required shareholder approvals. Investors and security holders will be able to obtain the registration statement and the joint proxy statement/prospectus free of charge from
the SEC's website or from Pinnacle Financial or BNC as described in the paragraphs above.
This communication shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of such jurisdiction.
Participants in the Solicitation
Pinnacle Financial, BNC and certain of their directors and executive officers may be deemed participants in the solicitation of proxies from Pinnacle Financial'sand BNC's shareholders in connection with the proposed
transaction. Information about the directors and executive officers of Pinnacle Financial and their ownership of Pinnacle Financial common stock is set forth in the definitive proxy statement for Pinnacle Financial's2017
annual meeting of shareholders, as previously filed with the SEC on March 9, 2017, and other documents subsequently filed by Pinnacle Financial with the SEC. Information about the directors and executive officers of BNC
and their ownership of BNC's common stock is set forth in Amendment No. 1 to BNC's 2016 Annual Report on Form 10-K, as previously filed with the SEC on March 24, 2017, and other documents subsequently filed by
BNC with the SEC. Shareholders may obtain additional information regarding the interests of such participants by reading the registration statement and the definitive joint proxy statement/prospectus. Free copies of
these documents may be obtained as described in the paragraphs above.
Safe Harbor Statements
$19.74
$20.88
$22.98
$29.26
$34.61
Book Value per Share
$0.39
$0.47
$0.62
$0.68
$0.82
FD EPS
$3,903
$4,501
$4,789
$7,080
$9,281
Total Deposits
(millions)
$3,772
$4,182
$4,645
$6,828
$8,642
Total Loans
(millions)
12.41%
13.47%
15.56%
15.04%
14.74%
ROTCE
0.24%
0.09%
0.12%
0.42%
0.20%
NCOs
$54,661
$58,640
$69,755
$99,758
$119,148
Total Revenues
1.02%
0.73%
0.58%
0.70%
0.36%
NPA/ Loans & OREO
1Q17 Summary Results –GAAP Measures
Balance Sheet Growth
Earnings Growth
Asset Quality
Execution of fundamentals fueled exceptional growth in key valuation drivers
---: Reflects historical operating ranges for NPA/ Loans & OREO and Classified Asset Ratio. Reflects target ranges resulting from the annual corporate strategic planning process for NCOs.
26.4%
21.2%
20.3%
24.2%
12.9%
Classified Asset Ratio
$54,661
$58,640
$69,755
$99,758
$119,148
Total Revenues
0.24%
0.09%
0.12%
0.42%
0.20%
NCOs
$3,538
$4,087
$4,413
$6,432
$8,288
Total Core Deposits
(millions)
$0.39
$0.47
$0.62
$0.71
$0.83
FD EPS*
26.4%
21.2%
20.3%
24.2%
12.9%
Classified Asset Ratio
12.41%
13.45%
15.56%
15.64%
14.89%
ROTCE*
1.02%
0.73%
0.58%
0.70%
0.36%
NPA/ Loans & OREO
$12.64
$13.93
$16.12
$18.75
$23.25
Tangible Book Value per Share
$3,772
$4,182
$4,645
$6,828
$8,642
Total Loans
(millions)
1Q17 Summary Results –Non-GAAP Measures
Balance Sheet Growth
Earnings Growth
Asset Quality
Up 26.6% yr/yr
Up 28.9% yr/yr
Up 19.4% yr/yr
Execution of fundamentals fueled exceptional growth in key valuation drivers
Up 24.0% yr/yr
Up 16.9% yr/yr
---: Reflects historical operating ranges for NPA/ Loans & OREO and Classified Asset Ratio. Reflects target ranges resulting from the annual corporate strategic planning process for NCOs.
*: excluding tax effected merger-related charges
6
---: Reflects targets resulting from the annual corporate strategic planning process for the then current period.
Pinnacle delivers against lofty strategic targets
1Q17 Summary Results –GAAP Measures
0.50%
0.70%
0.90%
1.10%
1.30%
1.50%
Noninterest Income / Average Assets
0.00%
0.05%
0.10%
0.15%
0.20%
0.25%
0.30%
0.35%
0.40%
0.45%
0.50%
Net Chargeoff Ratio
3.00%
3.20%
3.40%
3.60%
3.80%
4.00%
Net Interest Margin
0.00%
0.20%
0.40%
0.60%
0.80%
1.00%
1.20%
1.40%
1.60%
ROAA
1.80%
2.00%
2.20%
2.40%
2.60%
2.80%
3.00%
3.20%
Noninterest Expense / Average Assets
7
(1) -Calculation excludes net gains and losses on the sale of investment securities and in the second quarter of 2013 noncredit related loan losses
(2) -Calculation excludes OREO expense, FHLB prepayment charges and merger-related charges. Noninterest expense for 2Q13 includes the
impact of the reversal of a $2.0 million allowance for off-balance sheet commitments
---: Reflects targets resulting from the annual corporate strategic planning process for the then current period.
Pinnacle delivers against lofty strategic targets
1Q17 Summary Results –Non-GAAP Measures
0.60%
1.09%
1.20%
1.45%
1.32%
1.42%
0.00%
0.20%
0.40%
0.60%
0.80%
1.00%
1.20%
1.40%
1.60%
ROAA
3.74%
3.90%
3.76%
3.78%
3.78%
3.60%
3.00%
3.20%
3.40%
3.60%
3.80%
4.00%
Net Interest Margin
0.83%
0.97%
0.94%
1.23%
1.17%
1.08%
0.50%
0.70%
0.90%
1.10%
1.30%
1.50%
Noninterest Income / Average Assets
(1)
2.60%
2.51%
2.43%
2.42%
2.37%
2.17%
1.80%
2.00%
2.20%
2.40%
2.60%
2.80%
3.00%
3.20%
Noninterest Expense / Average Assets
(2)
0.45%
0.24%
0.09%
0.13%
0.42%
0.20%
0.00%
0.05%
0.10%
0.15%
0.20%
0.25%
0.30%
0.35%
0.40%
0.45%
0.50%
Net Chargeoff Ratio
1Q17 Summary Results
#7
#34
#20
Companies
That Care
#25
Excited
Associates
Engaged
Clients
Enriched
Shareholders
Pinnacle’s long held philosophy continues to deliver
8
PNFP continued the infrastructure build to support future rapid growth
1.Pinnacle / BNC merger update
•Jan. 22 –Announcement of transaction
•Apr. 6 –Regulatory approvals obtained
•Mid to Late June –Shareholder meetings anticipated
•Mid June to Early July –Merger close
•September/October –BNCN brand conversion to Pinnacle
•October or November –Legacy Pinnacle systems conversion
•February 2018 –Final systems conversion for all client accounts
•2Q18 –Synergy case fully deployed
2.Aggressive hiring plan–Added 11 revenue producers to our roster.
Importantly, 4 in Chattanooga and 5 in Memphis
3.Net loan growth strong –1Q17 net loan growth of $192 mm for PNFP
and $165 mmfor BNC
1Q17 Summary Results
9
10
Loan and Deposit Growth are Keys to Earnings Growth
Strong performance continues in both total revenues and revenues per share
$-
$0.50
$1.00
$1.50
$2.00
$2.50
$3.00
$-
$20
$40
$60
$80
$100
$120
Revenues per diluted WAVG share
Total Revenues
(000's)
Fee incomeNIITotal revenue per share
Rev/Share -$2.58
exclusive of 1Q17
capital raise
11
Linked-quarter loan volume growth remains strong
$3,191
$3,212
$3,207
$3,262
$3,280
$3,403
$3,489
$3,580
$3,682
$3,845
$3,932
$3,981
$4,130
$4,251
$4,358
$4,436
$4,625
$4,737
$5,690
$6,458
$6,742
$6,998
$8,233
$8,357
$8,558
4.88%
4.49%
0.00%
1.00%
2.00%
3.00%
4.00%
5.00%
$-
$2,000
$4,000
$6,000
$8,000
$10,000
Loan Yields
Average Loans
(millions)
Avg. LoansLoan Yields
Loan Yields approx.
4.26% exclusive of
purchase
accounting
Loan and Deposit Growth are Keys to Earnings Growth
12
Average deposit balances grew $300+ million in 1Q17
$3,772
$3,723
$3,700
$3,642
$3,597
$3,636
$3,706
$3,883
$3,950
$3,963
$4,199
$4,408
$4,510
$4,519
$4,655
$4,758
$4,792
$4,885
$5,898
$6,787
$7,037
$7,093
$8,454
$8,791
$9,099
0.25%
1.00%
1.01%
0.36%
0.00%
0.20%
0.40%
0.60%
0.80%
1.00%
1.20%
1.40%
1.60%
1.80%
2.00%
$-
$1,000
$2,000
$3,000
$4,000
$5,000
$6,000
$7,000
$8,000
$9,000
$10,000
Avg. Deposits
(millions)
Avg. DepositsFed Funds TargetCost of Deposits
Loan and Deposit Growth are Keys to Earnings Growth
2.25%
0.86%
4.05%
3.88%
0.50%
1.00%
1.50%
2.00%
2.50%
3.00%
3.50%
4.00%
4.50%
Client Margin & Wholesale Margin Trends
Wholesale MarginClient Margin
Core Net Interest Margin Trends Stabilizing
3.00%
3.20%
3.40%
3.60%
3.80%
4.00%
1Q112Q113Q114Q111Q122Q123Q124Q121Q132Q133Q134Q131Q142Q143Q144Q141Q152Q153Q154Q151Q162Q163Q164Q161Q17
Net Interest Margin –Reported & Core
Net Interest MarginCore Net Interest Margin
Core Margin
(*)
appears to be stabilizing
after moving 40 bps since early 2015
(*) Core excludes impact of discount accretion income; amounts
prior to 2015 are insignificant
Client margin
(#)
seeing uptick
with Fed funds increases
Wholesale margin decreases
impacted by sub debt issuances
(#) Client margin excludes impact of purchase
accounting and nonprime auto loans
Source: Internal documents
Loan and Deposit Growth are Keys to Earnings Growth
0.0%
2.0%
4.0%
6.0%
8.0%
10.0%
12.0%
Mar-16Jun-16Sep-16Dec-16Feb-17
Ramped Asset Sensitivity **
Up 100Up 200
14
Balance sheet is well-positioned for rising rates
**: Information from internal records, excludes proposed merger of BNC. Information
represents change in net interest income of the Company based on a consistent
rate increase each month for 12 months across all tenors of the US Treasury
curve –Static Balance Sheet.
Volumes @
March 31, 2017
(in billions)
Prime RateLoans$1.8
30-dayLibor2.4
Overnight cash0.1
Less: Libor funding(0.3)
Less: Fed fundsfunding(0.5)
Net volumes*$3.5
*: Also affecting net interest income sensitivity are approximately $5.5 billion
in administered rate deposits which consider an approximate 65% beta
factor assumption with assumed lag factors.
Source: Internal documents
Loan and Deposit Growth are Keys to Earnings Growth
44%
3%
53%
15
Earning Asset Composition
29%
15%
33%
6%
17%
19%
11%
33%
13%
24%
25%
13%
33%
8%
20%
Variable rate assets
Assets with floors
Fixed rate assets
DDAs
Interest Checking
MMA / Savings
Core CD’s
Noncore funding
Funding Composition
51%
4%
45%
61%
6%
33%
Source: Company information and BNC, purchase accounting not considered, data as of March 31, 2017
Loan and Deposit Growth are Keys to Earnings Growth
PNFP and BNCN balance sheets combined should produce asset sensitivity
16
Fee businesses produce another strong quarter –Up 17.5% year-over-year
1Q174Q163Q162Q161Q16
Service charges$3,856$3,850$3,778$3,430$3,443
Investment services2,8223,3202,5922,5002,346
Insurance commissions1,8591,1781,2331,1931,706
Gain on mortgage loans sold, net4,1552,8695,0974,2213,568
Trust fees1,7051,7341,5231,4921,581
Income from equity method investment7,8238,1368,4759,6445,148
Other:
Securities gains (losses) -395---
Interchange and other consumer fees6,1516,1716,4645,7685,819
Bank-owned life insurance1,099952955878762
Loan swap fees2614958591,780730
Other6511,6437161,807755
Total noninterest income$30,382$30,743$31,692$32,713$25,856
Total Assets (Quarterly Average)$11,421,654$11,037,557$10,883,546$9,305,941$8,851,978
Noninterest income/Average Assets1.08%1.11%1.16%1.41%1.17%
Fee Businesses also Contribute to Earnings Growth
17
1Q17 expenses remain inside strategic targets
1Q174Q163Q162Q161Q16
Salaries and benefits$38,352$37,994$36,053$34,254$32,517
Equipment and occupancy9,6759,2289,4018,3128,130
Other real estate owned2524417222112
Marketing and business development1,8792,3861,3501,5381,263
Postage and supplies1,1961,0009221,050957
Intangible amortization1,1961,1371,425847873
Merger related expense6723,2645,6729801,830
Other expenses8,8317,7128,6868,7278,382
Total noninterest expense$62,053$62,765$63,526$55,931$54,064
Efficiency ratio52.1%52.2%53.7%51.9%54.2%
Expense/Total Average Assets2.20%2.26%2.32%2.42%2.46%
Core noninterest expense **$61,130$59,457$57,837$54,729$52,122
Core efficiency ratio51.3%49.6%48.9%50.8%52.2%
Core Noninterest Expense**/Total Average Assets2.17%2.14%2.11%2.37%2.37%
** Excludes the impact of OREO expense, FHLB prepayment charges and merger related expenses
PNFP Focuses on Strategic Expense Management
PNFP Remains Focused on Long-term Shareholder Value
18
High growth urban markets across the Southeast provide further opportunity
BNC
BNC
BNC
BNC
BNCBNC
BNC
BNC
BNC
19
PNFP is getting great traction in recent market extensions
MarketAt 3/31/17At 12/31/16At 12/31/151Q17
Net % change
Loans (000’s)Memphis7637364583.7%
Chattanooga8538007086.6%
Core Deposits (000’s) Memphis7166613858.3%
Chattanooga67355950520.4%
RevenueProducersMemphis524740
Chattanooga383423
PNFP Remains Focused on Long-term Shareholder Value
De novo Sizing
•Nashville, Knoxville experience
–Approximately $2.0 million in cumulative
losses prior to break-even
–Approximately 12-18 months to break-
even
•Key management with capacity to
build $2.0 billion bank –no LPO
•15-20 associates in initial hiring
phase
M&A Criteria
•At least $1 billion in assets
•Commercial thrust
•Management continuation
•Sustainable core profitability
•Capacity to achieve mass in market
•>5% EPS accretion in first full year
20
PNFP Remains Focused on Long-term Shareholder Value
Opportunities likely exist for de novo or merger related expansion
PNFP Remains Focused on Long-term Shareholder Value
21
PNFP is focused on Tennessee andthe Southeast
1.Continuation of current high growth, high profit plan
2.Explore expansion to other high growth southeastern markets
Q&A –
First Quarter 2017 Investor Call
Supplemental Information
23
Chart
•Balance Sheet
•Asset Quality
•Income Statement
•Pinnacle Financial Partners profile
•Economic and Market Conditions
Balance Sheet
Supplemental Information
24
Loan portfolio is well diversified
Balance Sheet
25
Amts.
1Q17
%’s(*)
1Q17
Amts.
4Q16
%’s(*)
4Q16
Amts.
1Q16
%’s(*)
1Q16
Amts.
1Q15
%’s
1Q15
C&D and Land$1,015.111.8%$912.710.8%$764.111.2%$324.57.0%
Consumer RE1,196.413.8%1,185.914.0%1,042.315.3%723.915.6%
CRE –Owner Occ.1,399.516.2%1,354.916.0%1,099.716.1%767.316.5%
CRE –Investment1,386.416.0%1,444.217.1%995.814.6%609.813.1%
Other RE loans395.74.6%394.44.7%245.33.6%183.64.0%
Total real estate5,393.162.4%5,292.162.6%4,147.260.8%2,609.156.2%
C&I2,980.834.5%2,891.734.2%2,434.635.6%1,810.839.0%
Other loans268.13.1%266.13.1%246.13.6%225.44.9%
Total loans$8,642.0100.0%$8,449.9100.0%$6,827.9100.0%$4,645.3100.0%
(*) as a percentage of total loans
(*) as a percentage of total loans
Balance Sheet
26
Construction portfolio reflects discipline
Amts.
1Q17
%’s(*)
1Q17
Amts.
4Q16
%’s(*)
4Q16
Amts.
1Q16
%’s(*)
1Q16
Amts.
1Q15
%’s(*)
1Q15
Residential –Spec$200.72.3%$195.72.3%$120.91.9%$39.00.8%
Residential –Custom96.91.1%81.91.0%97.11.4%36.00.8%
Residential –Condo5.60.1%5.20.1%15.30.2%2.40.1%
Commercial Construct.429.85.0%347.14.1%280.74.1%143.73.1%
Land Dev–Residential111.21.3%116.31.4%88.31.3%64.31.4%
Land Dev –Commercial167.42.0%162.71.9%160.02.3%37.90.8%
Land –Unimproved3.50.0%3.80.1%1.80.0%1.10.0%
Total C&D$1,015.111.8%$912.710.8%$764.111.2%$324.47.0%
Balance Sheet
The C&I loan portfolio is highly diversified
27
NAICS SectorDescription1Q174Q161Q16
Accommodation and Food Services 3.90%4.11%3.93%
Admin. and Support and Waste Mgmt& Remediation2.69%2.97%2.57%
Agriculture, Forestry, Fishing and Hunting 0.12%0.09%0.16%
Arts, Entertainment, and Recreation 1.77%1.73%1.19%
Construction 4.40%5.20%4.42%
Consumer 6.09%7.21%6.83%
Educational Services 1.72%1.80%1.79%
Finance and Insurance 11.65%11.30%10.65%
Health Care and Social Assistance 11.40%12.29%14.40%
Information 4.38%3.62%2.09%
Management of Companies and Enterprises 0.53%0.67%0.14%
Manufacturing 7.59%7.27%7.67%
Mining, Quarrying, and Oil and Gas Extraction 0.31%0.31%0.02%
Other Services (except Public Administration) 2.21%2.00%2.10%
Professional, Scientific, and Technical Services 4.72%4.73%3.60%
Public Administration 2.95%2.92%3.27%
Real Estate and Rental and Leasing 10.27%9.79%11.09%
Retail Trade 8.20%7.16%7.88%
Transportation and Warehousing 6.67%6.69%7.63%
Utilities 0.04%0.04%0.06%
Wholesale Trade 8.38%8.11%8.53%
Total C&I Portfolio 100.00%100.00%100.00%
Balance Sheet
28
PNFP remains focused on relationship funding
3/31/2017Percent12/31/2016Percent
Core Funding:
Non-interest bearing deposits$2,508,68025.25%$2,399,19124.99%
Interest-bearing deposits1,869,57018.82%1,737,99618.10%
Money Market accounts3,345,72733.68%3,185,18633.17%
Time deposits less than $250,000564,2705.68%512,5995.34%
Total Core Funding8,288,24783.43%7,834,97381.60%
Relationship based non-core funding:
Reciprocal NOW deposits30,7250.31%70,3360.73%
Reciprocal MMDA deposits537,6245.41%529,7445.52%
Time deposits
Reciprocal time deposits49,3310.50%58,8380.61%
Other time deposits208,0602.09%198,6892.07%
Securities sold under agreements to repurchase71,1570.72%85,7070.89%
Total relationship based non-core funding896,8979.03%943,3149.82%
Wholesale funding:
Time deposits greater than $250,000
Public funds-0.00%-0.00%
Brokered deposits166,6101.68%66,7270.69%
FHLB advances181,2641.83%406,3044.23%
Federal funds purchased50,0000.50%-0.00%
Sub Debt and other funding350,8493.53%350,7683.65%
Total wholesale funding748,7237.54%823,7998.58%
Total non-core funding1,645,62016.57%1,767,11318.40%
Totals$9,933,867100.00%$9,602,086100.00%
Unfunded line commitments hold potential for significant loan growth
29
Note: Excludes HELOCS and credit cards
Balance Sheet
$959
$1,000
$975
$1,009
$1,054
$1,055
$1,138
$1,105
$1,166
$1,190
$1,216
$1,247
$1,349
$1,375
$1,376
$1,440
$1,538
$2,087
$2,084
$2,146
$2,252
$2,784
$2,955
$3,034
$715
$685
$779
$808
$787
$815
$865
$941
$926
$989
$1,024
$1,028
$1,046
$1,131
$1,177
$1,221
$1,372
$2,407
$2,015
$2,117
$2,330
$2,734
$3,092
$3,030
57.30%
0.00%
10.00%
20.00%
30.00%
40.00%
50.00%
60.00%
70.00%
$-
$1,000
$2,000
$3,000
$4,000
$5,000
$6,000
$7,000
Funded %
Total Commitments
(millions)
Net active balanceUnfunded CommitmentsFunded %
30
Balance Sheet
The securities book yields increase in 1Q17
3.58%
2.44%
20.75%
12.62%
0.00%
5.00%
10.00%
15.00%
20.00%
25.00%
30.00%
35.00%
40.00%
0.00%
0.50%
1.00%
1.50%
2.00%
2.50%
3.00%
3.50%
4.00%
Bond Yields% of Avg. Assets
Conservative bond portfolio
Balance Sheet
31
Portfolio: March 31, 2017
Total Investments $1.605 billion
Unrealized Gain (Loss)$ (12.7) million
QTD Purchases$ 336.3 million
QTD Sales$ 1.4 million
Duration Avg Yield –TE
1Q17 3.4% 2.4%
4Q163.2%2.3%
3Q162.8%2.3%
2Q162.4%2.5%
1Q162.7%2.6%
4Q15 3.0%2.5%
3Q152.8%2.6%
0.0%
0.3%
59.0%
5.7%
18.3%
16.7%
AgencyCorporatesMBS
Asset BackedCMOsMunicipals
As of
3/31/2017Book Yield
Effective
Duration
Agency.99%.64%
Asset Backed2.17%.15%
Corporates4.10%3.88%
CMOs1.95%1.85%
MBS2.28%3.73%
Municipals4.18%5.23%
Total2.44%3.32%
●Investment portfolio at $1.605 billion, up $280
million vs Q4 due primarily to investment of
capital raise proceeds of $191.2 mm
●Duration rising gradually as expected through
rate tightening cycle
●Investmentsto Total Assets of 13.7%
Asset Quality
Supplemental Information
32
33
Past due loans remain very low
Asset Quality
(*) >30 days past due
(**) includes purchase credit impaired loans
(000’s)
Mar. 31,
2017
As a % of
total
loans
Dec. 31,
2016
As a % of
total
loans
Mar.31,
2016
As a %
of total
loans
PastDue Loans (*)
Nonaccrualloans**$10,0110.12%$10,8730.13%$9,5920.14%
Accruing loans14,6840.17%22,3310.26%22,0640.32%
Total pastdue$24,6950.29%$33,2040.39%$31,6560.46%
34
NPLs and loans >90 days past due & accruing remain very low
Asset Quality
(000’s)
PNFP NPLs and >90 days
Mar. 31,
2017
As a % of
totalloans
Dec. 31,
2016
As a % of
totalloans
Mar. 31,
2016
As a % of
totalloans
Const. and land development
$4,1120.05%$6,6130.08%
$7,9630.12%
Consumer RE
8,8570.10%8,1270.10%
10,1960.15%
CRE –Owner Occupied
3,4010.04%4,2540.05%
4,5450.07%
CRE –Investment
6490.01%6660.01%
8140.01%
Total real estate
17,0190.20%19,6610.23%
23,5180.34%
C&I
7,2580.08%7,4950.09%
19,2760.28%
Other1,8840.02%1,5560.02%4,2860.06%
Total loans
$26,1610.30%$28,7110.34%
$47,0800.69%
NPLs Expressed as a % of Total Loans within each Category
35
Asset Quality
Classified assets remain low
(in thousands)
Balances
Mar. 31, 2017
Balances
Dec. 31, 2016
Balances
Mar. 31, 2016
Classified loans and ORE:
-Substandard commercial loans$138,720$148,460$155,125
-Doubtful commercial loans11-
-Other impaired loans11,2629,82017,639
-90 days past due and accruing (*)1,1101,1344,556
-Other real estate6,2356,0904,687
-Other repossessed assets--651
Total$157,328$165,505$182,658
Pinnacle Bank classified asset ratio12.9%16.4%24.2%
(*) Includes loans 90 days past due and accruing not included elsewhere
Income Statement
Supplemental Information
36
Income Statement
Mortgage volumes strong in 1Q17
37
1.00%
2.00%
3.00%
4.00%
5.00%
0
50,000
100,000
150,000
200,000
250,000
Purchase MoneyRefinanceGross fees as a % of loans originated
Income Statement
38
1Q174Q163Q162Q161Q16
Net interest income$88,767$89,413$86,635$75,044$73,902
Total noninterest income$30,382$30,743$31,692$32,713$25,856
Less: Securities (gains) losses-(395)---
Noninterest income, excluding investment (gains) and losses on sales of
securities, net
$30,382$30,347$31,692$32,713$25,856
Total noninterest expense$62,054$62,765$63,526$55,931$54,064
Less: ORE expenses2524417222112
Merger-related charges6723,2645,6729801,830
Noninterest expense, excluding the impact of ORE expense and merger-
related charges$61,130$59,457$57,837$54,729$52,122
Adjusted pre-tax pre-provision income$58,019$60,304$60,490$53,028$47,636
Efficiency ratio52.1%52.2%53.7%51.9%54.2%
Adjustment due to securities gains and losses, ORE expense and merger-
related charges (0.8%)(2.6%)(4.8%)(1.1%)(2.0%)
Core Efficiency ratio**51.3%49.6%48.9%50.8%52.2%
Reconciliation of Non-GAAP measures
**: Excluding ORE expense, merger-related charges and securities gains and losses
Income Statement
39
1Q174Q163Q162Q161Q16
Total non-interest income
$30,382$30,743$31,692$32,713$25,856
Less: Securities (gains) losses
-(395)---
Noninterest income, excluding the impact of net gains and losses on sale of investment securities
$30,382$30,347$31,692$32,713$25,856
Total noninterest expense$62,054$62,765$63,526$55,931$54,064
Less: ORE expenses2524417222112
Merger-related charges6723,2645,6729801,830
Noninterest expense, excluding ORE expense and merger-related charges$61,130$59,457$57,837$54,728$52,122
Adjusted pre-tax pre-provision income$58,019$60,304$60,490$53,028$47,636
Total Assets (Quarterly Average)$11,421,654$11,037,557$10,883,546$9,305,941$8,851,978
Noninterest income/ Average assets1.08%1.11%1.16%1.41%1.17%
Adjustment due to gains and losses on sale of investment securities -----
Noninterest income, excluding the impact of net gains and losses on sale of investment
securities/Average Assets1.08%1.11%1.16%1.41%1.17%
Noninterest expense/ Average assets2.20%2.26%2.32%2.42%2.46%
Adjustment due to ORE expense and merger-related charges(0.03%)(0.12%)(0.21%)(0.05%)(0.09%)
Noninterest expense, excluding ORE expense and merger-related charges/ Average Assets2.17%2.14%2.11%2.37%2.37%
Reconciliation of Non-GAAP measures
Income Statement
40
1Q174Q163Q162Q161Q16
Net income$39,653$36,097$32,376$30,787$27,965
Merger-related charges6723,2645,6729801,830
Tax effect on merger-related charges(264)(1,281)(2,225)(385)(718)
Net income less merger-related charges$40,061$38,080$35,823$31,382$29,077
Basic earnings per share $0.83$0.79$0.71$0.75$0.70
Adjustment to basic earnings per share due to merger-related charges0.010.050.080.010.03
Basic earnings per share excluding merger-related charges $0.84$0.84$0.79$0.76$0.73
Diluted earnings per share$0.82$0.78$0.71$0.73$0.68
Adjustment to diluted earnings per share due to merger-related charges0.010.050.070.020.03
Diluted earnings per share excluding merger-related charges$0.83$0.83$0.78$0.75$0.71
Book value per share$34.61$32.28$31.97$29.92$29.26
Adjustment due to goodwill, core deposit and other intangible assets(11.36)(12.22)(12.28)(10.34)(10.51)
Tangible book value per share$23.25$20.06$19.69$19.58$18.75
Reconciliation of Non-GAAP measures
Income Statement
41
Reconciliation of Non-GAAP measures
1Q174Q163Q162Q161Q16
Net income
$39,653$36,097$32,376$30,787$27,965
Merger-related charges6723,2645,6729801,830
Tax effect on merger-related charges
(264)(1,281)(2,225)(385)(718)
Net income less merger-related charges
$40,061$38,080$35,823$31,382$29,077
Return on average assets
1.41%1.30%1.18%1.33%1.27%
Adjustment due to merger-related charges
0.01%0.07%0.13%0.03%0.05%
Return on average assets (excluding merger-related charges)
1.42%1.37%1.31%1.36%1.32%
Average stockholders’ equity
$1,723,075$1,493,684$1,442,440$1,247,762$1,188,153
Less: Average goodwill
(551,548)(551,042)(541,153)(431,155)(430,228)
Average core deposit and other intangible assets
(14,674)(15,724)(11,296)(9,367)(10,237)
Net Average tangible common equity
$1,090,850$926,918$889,991$807,240$747,688
Return on average common equity9.70%9.61%8.93%9.92%9.47%
Adjustment due to goodwill, core deposit and other intangible assets5.04%5.88%5.54%5.42%5.57%
Return on average tangible common equity14.74%15.49%14.47%15.34%15.04%
Adjustment due to merger related charges0.15%0.85%1.54%0.30%0.60%
Return on average tangible common equity (excluding merger-related charges) 14.89%16.34%16.01%15.64%15.64%
Total average assets$11,421,654$11,037,555$10,883,546$9,305,941$8,851,978
Income Statement
42
Reconciliation of Non-GAAP measures
1Q174Q163Q162Q161Q164Q153Q152Q151Q154Q143Q142Q141Q14
Client Margin
4.13%4.24%4.08%4.19%4.19%4.15%4.05%4.04%4.12%4.10%4.10%4.07%4.10%
Margin adjustments due to:
Nonprime Auto Loans
0.02%0.04%0.12%0.16%0.13%0.13%0.13%0.20%0.16%0.14%0.09%0.07%0.05%
Purchase Accounting
0.23%0.35%0.23%0.26%0.22%0.20%0.11%0.00%0.00%0.00%0.00%0.00%0.00%
Adjusted Client Margin
3.88%3.85%3.73%3.77%3.84%3.83%3.81%3.84%3.96%3.96%4.01%4.00%4.05%
Pinnacle Financial Partners Profile
Supplemental Information
43
PNFP Profile
44
Headquarters:Nashville, TN
Founded: 2000
Total assets:$11.725 Billion
(3/31/17)
Shareholders’ equity:$1.723 Billion
(3/31/17)
Offices: 30 in 8 Middle-TN counties
9 in 5 East-TN counties
5 in West-TN
Avg. daily trading volume **: 315,511 shares
% Institutional ownership: 68.3%
(12/31/16)
Recently completed acquisitions positions firm in four great banking markets
**: 50 day average daily volume per NASDAQ.com as of 4/7/2017
PNFP Profile
45
PNFP has an extraordinarily experienced team of entrepreneurs
NameTitleAgeYearsin
Banking
Industry
Yearsat
Pinnacle
M. Terry TurnerPresident and ChiefExecutive Officer613816
RobertA. McCabe, Jr. Chairmanof the Board663916
Hugh M. QueenerChief Administrative Officer604116
HaroldR. Carpenter, Jr. Chief Financial Officer573316
J. Harvey WhiteChief Credit Officer/Knoxville Regional Executive67427
D.Kim JennyRisk Management Officer62419
WilliamS. JonesRutherfordCounty Area Executive563424*
J. Edward WhiteManager, Client Advisory Group -Nashville644116
R. CraigHolleyChattanooga Regional Executive593510*
Kirk BaileyMemphis Regional Executive613417*
Ron SamuelsFormer CEOAvenue Financial Holdings, Inc.704310*
Kent CleaverFormerPresident Avenue Financial Holdings, Inc.603910*
* -Includes years at acquired franchise.
PNFP Profile
46
Nashville-Davidson-Rutherford MSAKnoxvilleMSA
Top 10
Market
Share
Rank
Holding
Company
Market
Share
6/30/16
Market
Share
6/30/00
(1)
Change
in
Share
Top 10
Market
Share
Rank
Holding
Company
Market
Share
6/30/16
Market
Share
6/30/07
(1)
Change
in Share
3Pinnacle Financial Partners
11.81%1.74%
10.07%6Pinnacle Financial Partners
5.26%0.03%
5.23%
6
FranklinFinancial Network Inc.4.53%-
4.53%7Bank of America Corp.
3.80%2.00%
1.80%
1
Bank of America Corp
16.13%14.59%
1.54%10
Mountain Commerce Bancorp,
Inc.
1.78%0.00%1.78%
5FirstHorizon National Corp.
6.51%5.13%
1.38%1SunTrustBanks Inc.
17.86%16.19%
1.67%
8WilsonBank Holding Co.
3.30%2.34%
0.96%9Clayton HC Inc.
2.32%1.10%
1.22%
10WellsFargo & Co.
2.80%2.05%
0.75%
5
BB&T Corp.
6.46%6.19%
0.27%
9FifthThird Bancorp
2.91%2.29%
0.62%4Home Federal Bank of TN
9.91%10.87%
(0.96%)
7U.S.Bancorp
3.52%7.35%
(3.83%)8United Community Banks Inc.
2.80%5.30
(2.50%)
4SunTrustBanks Inc.
11.43%18.60%
(7.17%)2First Horizon
16.14%19.11%
(2.97%)
2RegionsFinancial Corp.
13.88%29.06%
(15.18%)3Regions
13.58%18.25
(4.67%)
Other 23.18%16.87%
6.31%
Other 20.09%19.03%
1.06%
Total100%100%Total100%100%
PNFP has a track record for “best-in-market” share movement
Source: SNL Financial; Amounts reflect aggregation of banks merged prior to 6/30/16.
(1): First year Pinnacle’s deposits were reflected in FDIC Summary of Deposits data. Market share at 6/30/00 for Nashville
reflects impact of Cavalry Bancorp, Inc. which was acquired by Pinnacle in March of 2006. Market share at 6/30/16 is pro-
forma for inclusion of Avenue Financial Holdings, Inc. which was acquired by Pinnacle July 1, 2016.
PNFP Profile
47
Chattanooga TN-GA MSAMemphis,TN-MS-AR MSA
Top 10
Market
Share
Rank
Holding
Company
Market
Share
6/30/16
Market
Share
6/30/15
(1)
Change
in Share
Top 11
Market
Share
Rank
Holding
Company
Market
Share
6/30/16
Market
Share
6/30/15
(1)
Change
in Share
7
FB FinancialCorporation3.44%0.00%3.44%
1First Horizon NationalCorp.33.13%29.87%3.26%
10Atlantic Capital Bancshares, Inc.3.23%0.00%3.23%4Bank of America Corp.4.39%4.10%0.29%
4Pinnacle Financial Partners6.56%3.75%2.81%6Independent Holdings Inc.3.02%
2.83%
0.19%
1FirstHorizon National Corp.24.61%23.46%1.15%
10
Wells Fargo & Co.1.85%1.72%0.13%
6Bank of America Corp.4.34%3.75%0.59%8Metropolitan BancGroupInc.2.11%1.98%0.13%
9
Sequatchie Valley Bancshares
Inc.
3.30%3.27%0.03%9Landmark Community Bank2.11%
2.04%
0.07%
5First Volunteer Corp.4.58%4.74%(0.16%)11
Pinnacle Financial Partners1.68%
1.65%
0.03%
8SmartFinancialInc.3.35%3.68%(0.33%)5BancorpSouthInc.3.34%3.36%(0.02%)
2SunTrustBanks Inc.18.06%13.13%(0.34%)7Trustmark Corp.2.44%2.85%(0.41%)
3Regions Financial Corp.12.79%19.42%(1.36%)2Regions Financial Corp.14.33%16.14%(1.81%)
Other 15.74%24.80%
(9.06%)3SunTrust Banks Inc.7.73%
10.20%
(2.47%)
Total100%100%
Other 23.87%22.08%1.79%
Total100%100%
PNFP has a track record for “best-in-market” share movement
Source: SNL Financial; Amounts reflect aggregation of banks merged prior to 2016.
(1): Market share at 6/30/15 for Chattanooga and Memphis reflects impact of the recently completed acquisitions of CapitalMarkBank & Trust and
Magna Bank, respectively.
Economic & Market Conditions
Supplemental Information
48
PNFP operates in advantaged markets
49
MSATotal Deposits ($000)
Total
Population
2017
(actual)
Population
Change
2010 -2017
(%)
Median
HH Income
2017
($)
Per Capita
Income
2017
($)
Nashville-Davidson--Murfreesboro--Franklin, TN51,900,622 1,881,52412.6157,22231,399
Memphis, TN-MS-AR28,030,646 1,347,4041.7048,91326,455
Knoxville, TN14,651,761 868,4533.6947,17827,570
Chattanooga, TN-GA9,299,665 552,9444.7049,40527,618
Kingsport-Bristol-Bristol, TN-VA4,263,979 306,759(0.90)41,36424,422
Clarksville, TN-KY3,468,934 286,1409.7947,60522,862
Johnson City, TN2,600,753 201,0331.1740,21424,428
Cookeville, TN2,226,784 108,7822.5837,05321,819
Jackson, TN2,161,539 129,338(0.52)43,71724,182
Sevierville, TN2,091,078 97,6878.6843,85523,528
Cleveland, TN1,688,794 122,4655.7745,65924,648
Tullahoma-Manchester, TN1,519,976 102,8732.6644,04424,014
Morristown, TN1,427,892 117,5913.1942,10621,915
Union City, TN-KY1,010,526 36,410(5.72)38,86121,784
Crossville, TN956,921 58,8114.9240,72823,433
Athens, TN948,822 52,7290.8941,64021,590
McMinnville, TN823,895 40,7752.3537,65221,247
Greeneville, TN748,295 68,639(0.28)39,02521,148
Dyersburg, TN667,944 37,792(1.42)44,97624,781
Shelbyville, TN661,984 48,0886.7244,46320,979
Tennessee135,502,447 6,676,8415.2147,29426,752
United States9,741,234,831 325,139,2715.3157,46231,459
Source:Nielsen
Demographic data is provided by Nielsen based primarily on US Census data. For non-census year data, Nielsen uses samples and projections to estimate the demographic data. SNL
performs calculations on the underlying data provided by Nielsen for some of the data presented on this page.
TENNESSEE
•Tennessee is fourth overall and in the top 10 of every category in “Top States for Doing Business”Area Development
•Tennessee ranked No. 1 in the nation for job creation from foreign direct investmentIBM Global Location Trends
•Tennessee ranked No. 3 in the inaugural Prosperity Cup, which is based on the states’ Site Selection
business climate, tax climate, performance in state competitiveness index and number of
national career readiness certificates according to ACT.
NASHVILLE
Nashville has achieved “it city” status, landing on several major national publications’ lists of hot spots. Nashville’s diverse
economy, thriving cultural base and strong business community are major attractions for corporations. Top accolades in
2016 were:
•Nashville ranked No. 1 among the nation’s 100 largest metros in advanced industry job growthBrookings
Institution
•Nashville is No. 1 among America’s 50 biggest metropolitan areas with the biggest householdWall Street
Journal
income gains
•Nashville placed No. 3 among most cost-friendly cities for business among peer metros with betweenKPMG
750,000 and 2 million people. Among the mid-size cities examined, Nashville has the lowest total
labor costs and transportation costs.
KNOXVILLE
Knoxville also enjoys a very healthy and diverse economy with an excellent transportation and technology infrastructure. The Knoxville
metropolitan area was the third fastest MSA in the country to fully recover from jobs lost in the 2007-2010 recession and currently enjoys
the lowest unemployment rate of Tennessee’s metro areas. Good news in 2016 included:
•Knoxville named one of the ‘American Cities Adding the Most Jobs This Year’247WallSt.com
•Knoxville ranks as fifth lowest-cost city for starting a new businessSmartAsset
Pinnacle operates in advantaged markets
50
MEMPHIS
Memphis offers a diverse, metropolitan workforce. Over the past three decades, the presence of companies like FedEx
and the region’s superior distribution infrastructure have earned Memphis the title, “America’s Distribution Center.”
•Memphis ranks No. 3 in the nation in terms of lowest rent-to-income ratioSmartAsset
•Memphis sees strongest job growth since 1996Tennessee Department of Labor and
Workforce Development
CHATTANOOGA
Chattanooga is Tennessee’s fourth-largest MSA as measured by both population and deposits. National publications have
declared Chattanooga a tech hub and manufacturing magnet. Economic drivers in 2016 included:
•Chattanooga named among “best communities for retirees”Kiplinger
•Chattanooga ranked No. 4 out of the top 10 metro areas as a top city for minority-ownedSmartAsset
businesses
Pinnacle operates in advantaged markets
51
52
PNFP operates in advantaged markets
Job growth is occurring in all four markets
Source: BERC –Middle Tennessee State University & Bureau of Labor Statistics, Greater Nashville Area Realtors
650,000
700,000
750,000
800,000
850,000
900,000
950,000
1,000,000
Nashville MSA
Nonfarm Payrolls-SA (thru January 2017)
330,000
340,000
350,000
360,000
370,000
380,000
390,000
400,000
410,000
Knoxville MSA
Nonfarm Payrolls-SA (thru January 2017)
205,000
210,000
215,000
220,000
225,000
230,000
235,000
240,000
245,000
250,000
255,000
260,000
Chattanooga MSA
Nonfarm Payrolls-SA (thru January 2017)
560,000
570,000
580,000
590,000
600,000
610,000
620,000
630,000
640,000
650,000
Memphis MSA
Nonfarm Payrolls-SA (thru January 2017)
Nashville’s commercial vacancy rates indicate a healthy market
PNFP Operates in Advantaged Markets
53
Source: Costar
Note: 1Q17 rates not available at time of release.
CREVacancy Rates
NashvilleKnoxvilleChattanoogaMemphis
4Q16
% Change
from PY
4Q16
% Change
from PY
4Q16
% Change
from PY
4Q16
% Change
from PY
Industrial / Warehouse
4.0%(22.4%)3.4%(46.7%)6.3%(21.0%)7.1%(17.1%)
Multifamily
8.0%22.3%5.3%3.3%5.5%(19.1%)9.6%13.7%
Retail
3.3%(23.5%)5.3%(12.1%)4.1%(26.2%)6.8%(11.9%)
Office
4.1%(17.8%)6.0%(23.1%)5.6%(36.7%)10.5%(2.2%)
First Quarter 2017
Investor Call
M. Terry Turner, President and CEO
Harold R. Carpenter, EVP and CFO
April 18, 2017
Third Quarter 2017 Investor Conference Call Slides
guidanceUploaded 4/9/2026by pdf-importType: presentationPublished 6/15/2017
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Third
Quarter
2017
Investor
Call
M.
Terry
Turner,
President
and
CEO
Harold
R.
Carpenter,
EVP
and
CFO
October
18,
2017
Forward
Looking
Statements
All
statements,
other
than
statements
of
historical
fact,
included
in
this
presentation,
are
forward
‐
looking
statements
within
the
meaning
of
the
Private
Securities
Litigation
Reform
Act
of
1995,
Section
27A
of
the
Securities
Act
and
Section
21...
Show full content (35,874 chars)
Third
Quarter
2017
Investor
Call
M.
Terry
Turner,
President
and
CEO
Harold
R.
Carpenter,
EVP
and
CFO
October
18,
2017
Forward
Looking
Statements
All
statements,
other
than
statements
of
historical
fact,
included
in
this
presentation,
are
forward
‐
looking
statements
within
the
meaning
of
the
Private
Securities
Litigation
Reform
Act
of
1995,
Section
27A
of
the
Securities
Act
and
Section
21E
of
the
Exchange
Act.
The
words
"expect,"
"anticipate,"
"intend,"
"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)
deterioration
in
the
financial
condition
of
borrowers
resulting
in
significant
increases
in
loan
losses
and
provisions
for
those
losses;
(ii)
continuation
of
the
historically
low
short
‐
term
interest
rate
environment;
(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)
increased
competition
with
other
financial
institutions;
(vii)
greater
than
anticipated
adverse
conditions
in
the
national
or
local
economies
including
in
Pinnacle
Financial's
markets
throughout
Tennessee,
North
Carolina,
South
Carolina
and
Virginia, particularly
in
commercial
and
residential
real
estate
markets;
(viii)
rapid
fluctuations
or
unanticipated
changes
in
interest
rates
on
loans
or
deposits;
(ix)
the
results
of
regulatory
examinations;
(x)
the
ability
to
retain
large, uninsured
deposits;
(xi)
a
merger
or
acquisition,
like
Pinnacle
Financial's merger
with
BNC;
(xii)
risks
of
expansion
into
new
geographic
or
product
markets;
(xiii)
any
matter
that
would
cause
Pinnacle Financial
to
conclude
that
there
was
impairment
of
any
asset,
including
intangible
assets;
(xiv)
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
or
otherwise
to
attract
customers
from
other
financial
institutions;
(xv)
further
deterioration
in
the
valuation
of
other
real
estate
owned
and
increased
expenses
associated
therewith;
(xvi)
inability
to
comply
with
regulatory
capital
requirements,
including
those
resulting
from
changes
to
capital
calculation
methodologies
and
required
capital
maintenance
levels;
(xvii)
risks
associated
with
litigation,
including
the
applicability
of
insurance
coverage;
(xviii)
the
risk
of
successful
integration
of
the
businesses
Pinnacle
Financial
has
recently
acquired
with
its
business;
(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
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
costs
as
a
result
of
increased
regulatory
oversight,
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
the
terms
of
our
agreement
with
them;
(xxii)
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
risk
that
the
cost
savings
and
any
revenue
synergies
from
Pinnacle
Financial's merger
with
BNC
may
not
be
realized
or
take
longer
than
anticipated
to
be
realized;
(xxv)
disruption
from
Pinnacle
Financial's merger
with
BNC
with
customers,
suppliers,
employee
or
other
business
partners
relationships;
(xxvi)
the
risk
of
successful
integration
of
Pinnacle
Financial's and
BNC's
businesses;
(xxvii)
the
amount
of
the
costs,
fees,
expenses
and
charges
related
to
Pinnacle
Financial's merger
with
BNC;
(xxviii)
reputational
risk
and
the
reaction
of
the
parties'
customers,
suppliers,
employees
or
other
business
partners
to
Pinnacle
Financial's merger
with
BNC;
(xxix)
the
risk
that
the
integration
of
Pinnacle
Financial's and
BNC's
operations
will
be
materially
delayed
or
will
be
more
costly
or
difficult
than
expected;
and
(xxx)
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,
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
press
release,
which
speak
only
as
of
the
date
hereof,
whether
as
a
result
of
new
information,
future
events
or
otherwise.
Safe
Harbor
Statements
Non
‐
GAAP
Financial
Matters
This
presentation
contains
certain
non
‐
GAAP
financial
measures,
including,
without
limitation,
earnings
per
diluted
share,
efficiency
ratio,
core
net
interest
margin,
noninterest
expense
and
the
ratio
of
noninterest
expense
to
average
assets
and
noninterest
expense
to
the
sum
of
net
interest
income
and
noninterest income,
in
each
case
excluding
the
impact
of
expenses
related
to
other
real
estate
owned,
gains
or
losses
on
sale
of
investments
and
other
matters
for
the
accounting
periods
presented.
This
release
also
includes
non
‐
GAAP
financial
measures
which
exclude
expenses
associated
with
Pinnacle
Bank's
mergers
with
CapitalMark Bank
&
Trust,
Magna
Bank,
Avenue
Financial
Holdings,
Inc.
and
BNC,
as
well
as
Pinnacle
Financial's and
its
bank
subsidiary's
investments
in
BHG.
This
release
may
also
contain
certain
other
non
‐
GAAP
capital
ratios
and
performance
measures.
These
non
‐
GAAP
financial
measures
exclude
the
impact
of
goodwill
and
core
deposit
intangibles
associated
with
Pinnacle
Financial's acquisitions
of
BNC,
Avenue,
Magna
Bank,
CapitalMark Bank
&
Trust
,
Mid
‐
America
Bancshares,
Inc.
,
Cavalry
Bancorp,
Inc.
and
other
acquisitions
which
collectively
are
less
material
to
the
non
‐
GAAP
measure.
The
presentation
of
the
non
‐
GAAP
financial
information
is
not
intended
to
be
considered
in
isolation
or
as
a
substitute
for
any
measure
prepared
in
accordance
with
GAAP.
Because
non
‐
GAAP
financial
measures
presented
in
this
release
are
not
measurements
determined
in
accordance
with
GAAP
and
are
susceptible
to
varying
calculations,
these
non
‐
GAAP
financial
measures,
as
presented,
may
not
be
comparable
to
other
similarly
titled
measures
presented
by
other
companies.Pinnacle Financial
believes
that
these
non
‐
GAAP
financial
measures
facilitate
making
period
‐
to
‐
period
comparisons
and
are
meaningful
indications
of
its
operating
performance.
In
addition,
because
intangible
assets
such
as
goodwill and
the
core
deposit
intangible,
and
the
other
items
excluded
each
vary
extensively
from
company
to
company,
Pinnacle
Financial
believes
that
the
presentation
of
this
information allows
investors
to
more
easily
compare
Pinnacle
Financial's results
to
the
results
of
other
companies.
Pinnacle
Financial's management
utilizes
this
non
‐
GAAP
financial
information
to
compare
Pinnacle
Financial's operating
performance
for
2017
versus
certain
periods
in
2016
and
to
internally
prepared
projections.
Safe
Harbor
Statements
0.21%
0.15%
0.28%
0.35%
0.14%
NCOs
$3,969
$4,421
$6,336
$8,241
$15,260
Total
Loans
(millions)
‐‐‐
:
Reflects
historical
operating
ranges
for
NPA/
Loans
&
OREO
and
Classified
Asset
Ratio.
Reflects
target
ranges
resulting
from
the
annual
corporate
strategic
planning
process
for
NCOs.
$4,334
$4,662
$6,601
$8,670
$15,790
Total
Deposits
(millions)
$20.27
$21.93
$27.80
$31.97
$47.31
Book
Value
per
Share
$57,401
$62,396
$83,469
$118,327
$216,159
Total
Revenues
$0.42
$0.52
$0.62
$0.71
$0.83
FD
EPS
12.73%
13.69%
14.49%
14.47%
14.25%
ROTCE
3Q17
Summary
Results
– GAAP
Measures
Balance Sheet GrowthEarnings GrowthAsset Quality
Execution
of
fundamentals
fueled
exceptional
growth
in
key
valuation
drivers
20.6%
20.0%
17.1%
14.8%
12.7%
Classified
Asset
Ratio
0.89%
0.78%
0.57%
0.41%
0.51%
NPA/
Loans
&
OREO
$13.22
$14.98
$17.09
$19.69
$23.32
Tangible
Book
Value
per
Share
$4,334
$4,662
$6,601
$8,670
$15,790
Total
Deposits
(millions)
$3,969
$4,421
$6,336
$8,241
$15,260
Total
Loans
(millions)
12.71%
13.69%
15.31%
16.01%
15.43%
ROTCE*
$0.42
$0.52
$0.66
$0.78
$0.90
FD
EPS*
$57,401
$62,396
$83,469
$118,327
$216,159
Total
Revenues
0.21%
0.15%
0.28%
0.35%
0.14%
NCOs
‐‐‐
:
Reflects
historical
operating
ranges
for
NPA/
Loans
&
OREO
and
Classified
Asset
Ratio.
Reflects
target
ranges
resulting
from
the
annual
corporate
strategic
planning
process
for
NCOs.
*:
excluding
merger
‐
related
charges
3Q17
Summary
Results
–Non
‐
GAAP
Measures
Balance Sheet Growth
Earnings Growth
Asset Quality
Execution
of
fundamentals
fueled
exceptional
growth
in
key
valuation
drivers
0.89%
0.78%
0.57%
0.41%
0.51%
NPA/
Loans
&
OREO
20.6%
20.0%
17.1%
14.8%
12.7%
Classified
Asset
Ratio
6
‐‐‐
:
Reflects
targets
resulting
from
the
annual
corporate
strategic
planning
process
for
the
then
current
period.
Pinnacle
sets
and
delivers
against
lofty
strategic
targets
3Q17
Summary
Results
– GAAP
Measures
0.00%0.20%0.40%0.60%0.80%1.00%1.20%1.40%1.60%
ROAA
0.00%0.05%0.10%0.15%0.20%0.25%0.30%0.35%0.40%0.45%0.50%
Net
Chargeoff
Ratio
0.70%0.80%0.90%1.00%1.10%1.20%1.30%1.40%
Noninterest
Income
/
Average
Assets
1.50%1.75%2.00%2.25%2.50%2.75%3.00%
Noninterest
Expense
/
Average
Assets
3.40%3.50%3.60%3.70%3.80%3.90%4.00%
Net
Interest
Margin
7
Pinnacle
sets
and
delivers
against
lofty
strategic
targets
3Q17
Summary
Results
–Non
‐
GAAP
Measures
3.78%
3.72%
3.79%
3.66%
3.60%
3.87%
3.40%3.50%3.60%3.70%3.80%3.90%4.00%
Net
Interest
Margin
0.85% 0.85%
0.89%
1.13%
1.16%
0.80%
0.70%0.80%0.90%1.00%1.10%1.20%1.30%1.40%
Noninterest
Income
/
Average
Assets
(1)
0.22%
0.39%
0.14%
0.28%
0.35%
0.14%
0.00%0.05%0.10%0.15%0.20%0.25%0.30%0.35%0.40%0.45%0.50%
Net
Chargeoff
Ratio
(1)
‐
Calculation
excludes
net
gains
and
losses
on
the
sale
of
investment
securities
and
in
the
second
quarter
of
2013
noncredit
related
loan
losses
(2)
‐
Calculation
excludes
OREO
expense,
FHLB
prepayment
charges
and
merger
‐
related
charges.
Noninterest
expense
for
2Q13
includes
the
impact
of
the
reversal
of
a
$2.0
million
allowance
for
off
‐
balance
sheet
commitments
‐‐‐
:
Reflects
targets
resulting
from
the
annual
corporate
strategic
planning
process
for
the
then
current
period.
0.93%
1.09%
1.25%
1.35%
1.31% 1.31%
0.00%0.20%0.40%0.60%0.80%1.00%1.20%1.40%1.60%
ROAA
2.55%
2.44%
2.34%
2.30%
2.11%
1.88%
1.50%1.70%1.90%2.10%2.30%2.50%2.70%
Noninterest
Expense
/
Average
Assets
(2)
PNFP
continued
the
infrastructure
build
in
3Q17
to
support
future
rapid
growth
1. Pinnacle
/
BNC
merger
update
•
Jan.
22
– Announcement
of
transaction
•
Apr.
6
–Regulatory
approvals
obtained
•
June
12
– Shareholder
meetings
anticipated
•
June
16
–Merger
close
•
August
21
–PNFP
begins
nightly
core
processing
for
BNC
•
September
–BNC
brand
conversion
to
Pinnacle
•
November
–Legacy
Pinnacle
systems
conversion
•
Early
first
quarter
2018
–Synergy
case
fully
deployed
2. Aggressive
hiring
plan– Added
54
revenue
producers
to
our
roster,
of
which
19
were
in
the
BNC
markets.
3. Net
loan
growth
strong
(*)
–
•
3Q17
net
loan
growth
of
$440mm
for
PNFP
and
$61mm for
BNC
•
YTD
net
loan
growth
of
$1.11
billion
for
PNFP
and
$96mm for
BNC
(#)
*:
excludes
fair
value
adjustments
#
:
BNC
YTD
loan
growth
is
for
the
period
beginning
June
16,
2017
3Q17
Summary
Results
9
Loan
and
Deposit
Growth
are
Keys
to
Earnings
Growth
Strong
performance
continues
in
both
total
revenues
and
revenues
per
share
$1.31
$2.80
$1.00
$1.50
$2.00
$2.50
$3.00
$3.50
$
‐
$50
$100
$150
$200
$250
Revenues per diluted share
Total Revenues
(000's)
Fee
income
NII
Total
revenue
per
share
10
Linked
‐
quarter
loan
growth
remains
strong
as
yields
increase
$3,191
$3,212
$3,207
$3,262
$3,280
$3,403
$3,489
$3,580
$3,682
$3,845
$3,932
$3,981
$4,130
$4,251
$4,358
$4,436
$4,625
$4,737
$5,690
$6,458
$6,742
$6,998
$8,233
$8,357
$8,558
$9,817
$15,017
4.88%
4.91%
1.00%2.00%3.00%4.00%5.00%
$
‐
$4,000
$8,000
$12,000
$16,000
Loan Yields
Average Loans
(millions)
Avg.
Loans
Loan
Yields
Loan
and
Deposit
Growth
are
Keys
to
Earnings
Growth
11
Average
deposit
balances
grew
$5.4
billion
in
3Q17
$3,772
$3,723
$3,700
$3,642
$3,597
$3,636
$3,706
$3,883
$3,950
$3,963
$4,199
$4,408
$4,510
$4,519
$4,655
$4,758
$4,792
$4,885
$5,898
$6,787
$7,037
$7,093
$8,454
$8,791
$9,099
$10,394
$15,828
1.25%
1.01%
0.48%
0.00%0.20%0.40%0.60%0.80%1.00%1.20%1.40%1.60%
$
‐
$2,000
$4,000
$6,000
$8,000
$10,000
$12,000
$14,000
$16,000
Avg. Deposits
(millions)
Avg.
Deposits
Fed
Funds
Target
Cost
of
Deposits
Loan
and
Deposit
Growth
are
Keys
to
Earnings
Growth
12
Fee
businesses
produce
another
strong
quarter
–Up
57%
year
‐
over
‐
year
3Q17
2Q17
1Q17
4Q16
3Q16
Service
charges
$5,921
$4,179
$3,856
$3,850
$3,778
Investment
services
3,660
3,110
2,822
3,320
2,592
Insurance
commissions
2,124
1,461
1,859
1,178
1,233
Gain
on
mortgage
loans
sold,
net
5,963
4,668
4,155
2,869
5,097
Trust
fees
2,636
1,677
1,705
1,734
1,523
Income
from
equity
method
investment
8,937
8,755
7,823
8,136
8,475
Other:
Securities
gains
(losses)
‐‐‐
395
‐
Interchange
and
other
consumer
fees
7,393
7,558
6,151
6,171
6,464
Bank
‐
owned
life
insurance
2,623
1,395
1,099
952
955
Loan
swap
fees
1,011
336
261
495
859
Other
2,709
1,918
651
1,643
716
Total
noninterest
income
$42,977
$35,057
$30,382
$30,743
$31,692
Total
Assets
(Quarterly
Average)
$21,211,459
$13,335,359
$11,421,
654
$11,037,557
$10,883,546
Noninterest
income/Average
Assets
0.80%
1.05%
1.08%
1.11%
1.16%
Fee
Businesses
also
Contribute
to
Earnings
Growth
13
3Q17
expense
results
reflect
enviable
operating
leverage
3Q17
2Q17
1Q17
4Q16
3Q16
Salaries
and
benefits
$64,288
$43,676
$38,352
$37,994
$36,053
Equipment
and
occupancy
16,590
10,713
9,675
9,228
9,401
Other
real
estate
owned
512
63
252
44
17
Marketing
and
business
development
2,222
2,127
1,879
2,386
1,350
Postage
and
supplies
1,755
1,122
1,196
1,000
922
Intangible
amortization
3,077
1,472
1,196
1,137
1,425
Merger
related
expense
8,847
3,221
672
3,264
5,672
Other
expenses
12,444
9,404
8,831
7,712
8,686
Total
noninterest
expense
$109,735
$71,798
$62,053
$62,765
$63,526
Efficiency
ratio
50.8%
50.7%
52.1%
52.2%
53.7%
Expense/Total
Average
Assets
2.05%
2.16%
2.20%
2.26%
2.32%
Core
noninterest
expense
**
$100,376
$68,514
$61,130
$59,457
$57,837
Core
efficiency
ratio
46.4%
48.4%
51.3%
49.6%
48.9%
Core
Noninterest
Expense
**
/Total
Average
Assets
1.88%
2.06%
2.17%
2.14%
2.11%
**
Excludes
the
impact
of
OREO
expense
and
merger
related
expenses
PNFP
Focuses
on
Strategic
Expense
Management
14
Recent
market
extensions
provide
roadmap
for
Carolina
&
Virginia
Market
At
9/30/17
At
12/31/16
At
12/31/15 YTD Annualized
Growth
Loans
(000’s)
Memphis
987
736
458
45.5%
Chattanooga
1,033
800
708
38.7%
Core
Deposits
(000’s)
Memphis
823
696
385
24.0%
Chattanooga
743
646
505
20.2%
Revenue
Producers
Memphis
68
47
40
59.6%
Chattanooga
40
34
23
23.5%
Extraordinary
Growth
Potential
on
the
Path
Forward
15
The
BNC
integration
overall
is
on
‐
track
and
highly
accretive
Extraordinary
Growth
Potential
on
the
Path
Forward
•
Cultural
integration
is
well
underway
•
The
system
integration
schedule
has
been
expedited
•
~
$40
million
in
cost
take
‐
outs
in
2018
are
still
on
track
•
Potential
revenue
synergies
are
meaningful
•
Hiring
thrust
is
strong
and
building
Extraordinary
Growth
Potential
on
the
Path
Forward
16
High
growth
urban
markets
across
the
Southeast
provide
further
opportunity
De
novo
Sizing
•
Nashville,
Knoxville
experience
–
Approximately
$2.0
million
in
cumulative
losses
prior
to
break
‐
even
–
Approximately
12
‐
18
months
to
break
‐
even
•
Key
management
with
capacity
to
build
$2.0
billion
bank
–no
LPO
•
15
‐
20
associates
in
initial
hiring
phase
M&A
Criteria
•
At
least
$1
billion
in
assets
•
Commercial
thrust
•
Management
continuation
•
Sustainable
core
profitability
•
Capacity
to
achieve
mass
in
market
•
3
‐
5%
EPS
accretion
in
first
full
year
17
Opportunities
likely
exist
for
de
novo
or
merger
related
expansion
Extraordinary
Growth
Potential
on
the
Path
Forward
18
PNFP
is
focused
on
rapid
growth
across
the
Southeast
1. Continuation
of
current
high
growth,
high
profit
plan
2. Explore
expansion
to
other
high
growth
southeastern
markets
Long
‐
Term
Shareholder
Value
Q&A
–
Third Quarter 2017 Investor Call
Supplemental
Information
20
Chart
•
Balance
Sheet
21
•
Asset
Quality
29
•
Income
Statement
31
Balance
Sheet
Supplemental
Information
21
Loan
portfolio
is
well
diversified
22
Amts.
3Q17
%’s(*)
3Q17
Amts.
2Q17
%’s(*)
2Q17
Amts.
3Q16
%’s(*)
3Q16
Amts.
3Q15
%’s(*)
3Q15
C&D and Land
$1,939.8
12.7%
$1,772.8
12.0%
$930.2
11.3%
$674.9
10.7%
Consumer RE
2,541.1
16.7%
2,552.9
17.3%
1,186.0
14.4%
1,044.3
16.5%
CRE – Owner Occ.
2,433.8
15.9%
2,368.7
16.0%
1,256.2
15.2%
1,124.9
17.8%
CRE – Investment
3,398.4
22.3%
3,357.1
22.8%
1,436.4
17.4%
842.1
13.3%
Other RE loans (Multi-Family)
617.9
4.0%
661.6
4.5%
299.4
3.7%
225.2
3.4%
Total real estate
10,931.0
71.6%
10,713.1
72.6%
5,108.2
62.0%
3,911.4
61.7%
C&I
3,971.3
26.0%
3,688.4
25.0%
2,873.6
34.9%
2,178.5
34.4%
Other loans
357.5
2.4%
357.3
2.4%
259.2
3.1%
246.0
3.9%
Total loans
$15,259.8
100.0%
$14,758.8
100.0%
$8,241.0
100.0%
$6,335.9
100.0%
(*)
as
a
percentage
of
total
loans
Balance
Sheet
(*)
as
a
percentage
of
total
loans
23
Construction
portfolio
reflects
discipline
Amounts
3Q17
%’s(*)
3Q17
Amounts
2Q17
%’s(*)
2Q17
Amts.
3Q16
%’s(*)
3Q16
Amts.
3Q15
%’s(*)
3Q15
Residential
–Spec
$253.3
1.7%
$243.0
1.6%
$182.2
2.2%
$102.1
1.6%
Residential
–Custom
157.4
1.0%
153.3
1.0%
99.4
1.2%
44.5
0.7%
Residential
– Condo
13.3
0.1%
11.8
0.1%
2.8
0.0%
3.5
0.0%
Commercial
Construct.
1,030.8
6.8%
894.9
6.1%
373.8
4.5%
352.1
5.6%
Land
Dev– Residential
191.4
1.3%
182.7
1.2%
103.3
1.3%
72.6
1.2%
Land
Dev
– Commercial
190.2
1.2%
186.6
1.3%
164.8
2.0%
99.1
1.6%
Land
Dev
‐
BNC
Resi/Com.
Combined
56.4
0.4%
54.9
0.4%
‐‐ ‐‐
Land
–Unimproved
47.0
0.3%
45.6
0.3%
3.9
0.1%
1.0
0.0%
Total
C&D
$1,939.8
12.8%
$1,772.8
12.0%
$930.2
11.3%
$674.9
10.7%
Balance
Sheet
Balance
Sheet
The
C&I
loan
portfolio
is
highly
diversified
24
NAICS
Description
3Q17
2Q17
1Q17
4Q16
Accommodation
and
Food
Services
4.44%
4.34%
4.23%
4.57%
Administrative
and
Support
and
Waste
Management
and
Remediation
Services
1.68%
1.89%
1.86%
2.00%
Agriculture,
Forestry,
Fishing
and
Hunting
0.19%
0.20%
0.22%
0.21%
Arts,
Entertainment,
and
Recreation
3.04%
3.06%
3.24%
3.01%
Construction
5.63%
5.33%
5.17%
5.40%
Consumer
6.62%
7.21%
6.76%
7.73%
Educational
Services
1.87%
1.80%
1.61%
1.66%
Finance
and
Insurance
7.76%
7.46%
6.98%
6.95%
Health
Care
and
Social
Assistance
11.65%
11.68%
11.35%
11.48%
Information
3.06%
2.59%
2.62%
2.20%
Management
of
Companies
and
Enterprises
0.77%
0.86%
0.87%
0.96%
Manufacturing
7.58%
7.35%
7.56%
7.48%
Mining,
Quarrying,
and
Oil
and
Gas
Extraction
0.32%
0.28%
0.27%
0.28%
Other
Services
(except
Public
Administration)
5.71%
5.90%
6.12%
6.13%
Professional,
Scientific,
and
Technical
Services
4.15%
4.20%
4.35%
4.35%
Public
Administration
1.49%
1.58%
1.69%
1.71%
Real
Estate
and
Rental
and
Leasing
15.78%
15.97%
16.55%
16.06%
Retail
Trade
7.74%
7.35%
7.73%
7.19%
Transportation
and
Warehousing
4.15%
4.35%
4.30%
4.26%
Utilities
0.47%
0.06%
0.03%
0.04%
Wholesale
Trade
5.92%
6.53%
6.49%
6.32%
Total
C&I
and
CRE
Owner
‐
occupied
Portfolio
100.00%
100.00%
100.00%
100.00%
3Q17
2Q17
1Q17
4Q16
CRE
Owner
‐
occupied
$2,433,762
$2,368,641
$1,399,512
$1,354,893
C&I
3,971,227
3,688,357
2,980,840
2,891,710
Total
C&I
and
CRE
Owner
‐
occupied
Portfolio
$6,404,989
$6,056,998
$4,380,352
$4,246,603
Balance
Sheet
The
CRE
loan
portfolio
25
9/30/2017
6/30/2017
3/31/2017
12/31/2016
Description
%
of
RBC
%
of
RBC
%
of
RBC
%
of
RBC
Total
Land
18.3%
18.3%
17.0%
17.9%
Total
1
‐
4
Family
Construction
19.1%
19.0%
25.3%
24.4%
Total
Apartment
Construction
11.2%
8.3%
13.4%
11.6%
Total
Commercial
Construction
39.6%
39.6%
30.7%
26.4%
100%
Test
‐
Construction
&
Land
Development
88.1%
85.1%
86.4%
80.3%
Multi
‐
family
30.0%
32.3%
35.0%
36.7%
Miscellaneous CRE
15.9%
13.0%
11.7%
10.6%
Retail
Existing
65.4%
66.4%
43.4%
45.6%
Office
36.1%
36.1%
26.9%
27.4%
Industrial
&
Warehouse
13.5%
14.7%
18.0%
23.3%
Hotel/Motel
23.2%
21.7%
10.7%
11.9%
Healthcare
8.3%
8.7%
7.3%
8.3%
Financed
RE
Not
Secured
by
RE
8.7%
9.0%
14.5%
12.0%
Total
NOOCRE
171.1%
169.6%
132.5%
139.0%
NOOCRE
+
Secured
by
multi
‐
family
201.0%
201.9%
167.4%
175.7%
300%
Test
‐
NOOCRE
+
Multifamily
+
Construction
289.1%
287.0%
253.8%
256.0%
Balance
Sheet
26
PNFP
remains
focused
on
relationship
funding
9/30/2017
Percent
6/30/2017
Percent
12/31/2016
Percent
Core
Funding:
Non
‐
interest
bearing
deposits
$4,099,086
22.76%
$3,893,603
22.70%
$2,399,191
24.99%
Interest
‐
bearing
deposits
2,473,902
13.74%
2,480,791
14.46%
1,737,996
18.10%
Money
Market
accounts
5,809,254
32.26%
5,604,737
32.67%
3,185,186
33.17%
Time
deposits
less
than
$250,000
1,226,952
6.81%
1,263,030
7.36%
512,599
5.34%
Total
Core
Funding
$13,609,194
75.57%
13,242,161
77.20%
$7,834,973
81.60%
Relationship
based
non
‐
core
funding:
Reciprocal
NOW
deposits
61,386
0.34%
50,451
0.29%
30,328
0.32%
Reciprocal
MMDA
deposits
456,622
2.53%
767,994
4.48%
519,769
5.41%
Time
deposits
Reciprocal
time
deposits
109,004
0.61%
113,161
0.66%
58,838
0.61%
Other
time
deposits
394,593
2.19%
382,698
2.23%
198,689
2.07%
Securities
sold
under
agreements
to
repurchase
129,557
0.72%
205,008
1.20%
85,707
0.89%
Total
relationship
based
non
‐
core
funding
1,151,162
6.39%
1,519,312
8.86%
893,331
9.30%
Wholesale
funding:
Brokered
deposits
294,106
1.63%
518,579
3.02%
49,983
0.52%
Brokered
time
deposits
864,680
4.80%
682,431
3.98%
66,727
0.69%
FHLB
advances
1,623,947
9.02%
725,230
4.23%
406,304
4.23%
Sub
Debt
and
other
funding
465,460
2.59%
465,419
2.71%
350,768
3.65%
Total
wholesale
funding
3,248,193
18.04%
2,391,659
13.94%
823,799
8.58%
Total
non
‐
core
funding
4,399,355
24.43%
3,910,971
22.80%
1,767,113
18.40%
Totals
$18,008,549
100.00%
$17,153,132
100.00%
$9,602,086
100.00%
27
Balance
Sheet
The
securities
book
yields
increase
in
3Q17
3.58%
2.64%
20.75%
12.92%
0.00%5.00%10.00%15.00%20.00%25.00%30.00%35.00%40.00%
0.00%0.50%1.00%1.50%2.00%2.50%3.00%3.50%4.00%
Bond
Yields
%
of
Avg.
Assets
Conservative
bond
portfolio
Balance
Sheet
28
Portfolio:
September
30,
2017
Total
Investments
$2.901
billion
Unrealized
Gain
(Loss)
$
(11.3)
million
QTD
Purchases
$
546.0
million
QTD
Sales
$
0
Duration
Avg
Yield
–TE
3Q17
3.5%
2.6%
2Q17
3.3%
2.5%
1Q17
3.4%
2.4%
4Q16
3.2%
2.3%
3Q16
2.8%
2.3%
2Q16
2.4%
2.5%
1Q16
2.7%
2.6%
1.1%
4.0%
48.7%
6.8%
12.9%
26.6%
Agency
Corporates
MBS
Asset
Backed
CMOs
Municipals
As
of
9/30/2017
Book
Yield
Effective
Duration
Agency/Treasury
1.21%
0.78%
Asset
Backed
2.32%
0.16%
Corporates
4.57%
3.30%
CMOs
2.05%
3.61%
MBS
2.30%
3.23%
Municipals
4.04%
5.19%
Total
2.64%
3.50%
●
Investment
portfolio
at
$2.901
billion,
up
$453
million
vs
Q2
due
primarily
to
completion
of
BNC
portfolio
restructure
and
on
‐
balance
sheet
liquidity
build
●
Duration
steady
in
mid
3%
range
●
Investments to
Total
Assets
of
13.3%
Asset
Quality
Supplemental
Information
29
30
Asset
quality
remains
very
sound
(*)
>30
days
past
due
(**)
includes
purchase
credit
impaired
loans
(000’s)
Sept.
30,
2017
As
a
%
of
total loans
June
30,
2017
As
a
%
of
total loans
Sept.
30,
2016
As
a
%
of
total loans
Past Due
Loans
(*)
Nonaccrual loans**
$20,210
0.13%
$17,602
0.12%
$8,822
0.11%
Accruing
loans
39,081
0.26%
28,893
0.20%
19,929
0.24%
Total
past due
$59,291
0.39%
$46,495
0.32%
$28,751
0.35%
NPLs
and
>
90
days
Const.
and
land
development
$6,632
0.04%
$3,873
0.03%
$6,355
0.08%
Consumer
RE
22,060
0.15%
18,564
0.13%
8,429
0.10%
CRE
–Owner
Occupied
12,426
0.08%
5,545
0.04%
4,374
0.05%
CRE
– Investment
4,565
0.03%
4,571
0.03%
673
0.01%
Total
real
estate
45,683
0.30%
32,553
0.23%
19,831
0.24%
C&I
9,861
0.06%
8,280
0.06%
8,791
0.11%
Other
1,133
0.01%
1,076
0.01%
1,958
0.02%
Total
loans
$56,677
0.37%
$41,909
0.30%
$30,580
0.37%
Classified
loans
and
ORE
Substandard
commercial
loans
$202,998
1.33%
$230,216
1.56%
$123,952
1.50%
Doubtful
commercial
loans
829
0.01%
832
0.01%
87
0.00%
Other
impaired
loans
22,858
0.15%
19,854
0.13%
9,933
0.12%
90
days
past
due
and
accruing
(*)
3,264
0.02%
1,691
0.01%
2,093
0.03%
Other
real
estate
24,339
0.16%
24,806
0.17%
5,589
0.07%
Other
repossessed
assets
343
0.00%
348
0.00%
67
0.00%
Total
$254,631
1.67%
$277,747
1.88%
$141,721
1.72%
Pinnacle
Bank
classified
asset
ratio
12.7%
14.2%
15.2%
Asset
Quality
Income
Statement
Supplemental
Information
31
Income
Statement
Mortgage
volumes
were
strong
in
3Q17
32
0.00%1.00%2.00%3.00%4.00%5.00%6.00%
0
50,000
100,000150,000200,000250,000300,000
Purchase
Money
Refinance
Gross
fees
as
a
%
of
loans
originated
Income
Statement
33
3Q17
2Q17
1Q17
4Q16
3Q16
Net
interest
income
$173,182
$106,627
$88,767
$89,413
$86,635
Total
noninterest
income
$42,977
$35,057
$30,382
$30,743
$31,692
Less:
Securities
gains
‐‐‐
(395)
‐
Noninterest
income,
excluding
investment
gains
on
sales
of
securities,
net
$42,977
$35,057
$30,382
$30,347
$31,692
Total
noninterest
expense
$109,736
$71,798
$62,054
$62,765
$63,526
Less:
ORE
expenses
512
63
252
44
17
Merger
‐
related
charges
8,847
3,221
672
3,264
5,672
Noninterest
expense,
excluding
the
impact
of
ORE
expense
and
merger
‐
related
charges
$100,377
$68,514
$61,130
$59,457
$57,837
Adjusted
pre
‐
tax
pre
‐
provision
income
$115,782
$73,170
$58,019
$60,304
$60,490
Efficiency
ratio
50.8%
50.7%
52.1%
52.2%
53.7%
Adjustment
due
to
securities
gains,
ORE
expense
and
merger
‐
related
charges
(4.4%)
(2.3%)
(0.8%)
(2.6%)
(4.8%)
Core
Efficiency
ratio**
46.4%
48.4%
51.3%
49.6%
48.9%
Noninterest
income/
Average
assets
0.80%
1.05%
1.08%
1.11%
1.16%
Adjustment
due
to
gains
on
sale
of
investment
securities
‐‐‐‐‐
Noninterest
income,
excluding
the
impact
of
net
gains
on
sale
of
investment
securities/
Average
Assets
0.80%
1.05%
1.08%
1.11%
1.16%
Noninterest
expense/
Average
assets
2.05%
2.16%
2.20%
2.26%
2.32%
Adjustment
due
to
ORE
expense
and
merger
‐
related
charges
(0.17%)
(0.10%)
(0.03%)
(0.12%)
(0.21%)
Noninterest
expense,
excluding
ORE
expense
and
merger
‐
related
charges/
Average
Assets
1.88%
2.06%
2.17%
2.14%
2.11%
Reconciliation
of
Non
‐
GAAP
measures
**:
Excluding
ORE
expense,
merger
‐
related
charges
and
securities
gains
and
losses
Income
Statement
34
3Q17
2Q17
1Q17
4Q16
3Q16
Net
income
$64,442
$43,086
$39,653
$36,097
$32,376
Merger
‐
related
charges
8,847
3,221
672
3,264
5,672
Tax
effect
on
merger
‐
related
charges
(3,471)
(1,264)
(264)
(1,281)
(2,225)
Net
income
less
merger
‐
related
charges
$69,818
$45,043
$40,061
$38,080
$35,823
Basic
earnings
per
share
$0.84
$0.81
$0.83
$0.79
$0.71
Adjustment
to
basic
earnings
per
share
due
to
merger
‐
related
charges
0.07
0.04
0.01
0.05
0.08
Basic
earnings
per
share
excluding
merger
‐
related
charges
$0.91
$0.85
$0.84
$0.84
$0.79
Diluted
earnings
per
share
$0.83
$0.80
$0.82
$0.78
$0.71
Adjustment
to
diluted
earnings
per
share
due
to
merger
‐
related
charges
0.07
0.04
0.01
0.05
0.07
Diluted
earnings
per
share
excluding
merger
‐
related
charges
$0.90
$0.84
$0.83
$0.83
$0.78
Book
value
per
share
$47.31
$46.56
$34.61
$32.28
$31.97
Adjustment
due
to
goodwill,
core
deposit
and
other
intangible
assets
(23.99)
(23.98)
(11.36)
(12.22)
(12.28)
Tangible
book
value
per
share
$23.32
$22.58
$23.25
$20.06
$19.69
Reconciliation
of
Non
‐
GAAP
measures
Income
Statement
35
Reconciliation
of
Non
‐
GAAP
measures
3Q17
2Q17
1Q17
4Q16
3Q16
Net
income
$64,442
$43,086
$39,653
$36,097
$32,376
Merger
‐
related
charges
8,847
3,221
672
3,264
5,672
Tax
effect
on
merger
‐
related
charges
(3,471)
(1,264)
(264)
(1,281)
(2,225)
Net
income
less
merger
‐
related
charges
$69,818
$45,043
$40,061
$38,080
$35,823
Average
stockholders’
equity
$3,655,029
$2,057,505
$1,723,075
$1,493,684
$1,442,440
Less:
Average
goodwill
(1,800,761)
(760,646)
(551,548)
(551,042)
(541,153)
Average
core
deposit
and
other
intangible
assets
(59,521)
(23,957)
(14,674)
(15,724)
(11,296)
Net
average
tangible
common
equity
$1,794,747
$1,272,902
$1,090,850
$926,918
$889,991
Return
on
average
common
equity
6.99%
8.40%
9.70%
9.61%
8.93%
Adjustment
due
to
goodwill,
core
deposit
and
other
intangible
assets
7.26%
5.18%
5.04%
5.88%
5.54%
Return
on
average
tangible
common
equity
14.25%
13.58%
14.74%
15.49%
14.47%
Adjustment
due
to
merger
related
charges
1.18%
0.61%
0.15%
0.85%
1.54%
Return
on
average
tangible
common
equity
(excluding
merger
‐
related
charges)
15.43%
14.19%
14.89%
16.34%
16.01%
Total
average
assets
$21,211,459
$13,335,359
$11,421,654
$11,037,555
$10,883,546
Income
Statement
36
Reconciliation
of
Non
‐
GAAP
measures
3Q17
2Q17
1Q17
4Q16
3Q16
Net
income
$64,442
$43,086
$39,653
$36,097
$32,376
Merger
‐
related
charges
8,847
3,221
672
3,264
5,672
Tax
effect
on
merger
‐
related
charges
(3,471)
(1,264)
(264)
(1,281)
(2,225)
Net
income
less
merger
‐
related
charges
$69,818
$45,043
$40,061
$38,080
$35,823
Average
assets
$21,211,459
$13,335,359
11,421,654
11,037,555
10,883,547
Less:
Average
goodwill
(1,800,761)
(760,646)
(551,548)
(551,042)
(541,153)
Average
core
deposit
and
other
intangible
assets
(59,781)
(23,957)
(14,674)
(15,724)
(11,296)
Net
average
tangible
assets
$19,351,177
$12,550,756
10,855,432
10,470,789
10,331,098
Return
on
average
assets
1.21%
1.30%
1.41%
1.30%
1.18%
Adjustment
due
to
goodwill,
core
deposit
and
other
intangible
assets
0.11%
0.08%
0.06%
0.08%
0.08%
Return
on
average
tangible
assets
1.32%
1.38%
1.47%
1.38%
1.26%
Adjustment
due
to
merger
related
charges
0.11%
0.06%
0.01%
0.08%
0.13%
Return
on
average
tangible
assets
(excluding
merger
‐
related
charges)
1.43%
1.44%
1.48%
1.46%
1.39%
Third
Quarter
2017
Investor
Call
M.
Terry
Turner,
President
and
CEO
Harold
R.
Carpenter,
EVP
and
CFO
October
18,
2017
Second Quarter 2018 Investor Conference Call Slides
guidanceUploaded 4/9/2026by pdf-importType: presentationPublished 6/15/2018
Content preview
Second Quarter 2018
Investor Call
M. Terry Turner, President and CEO
Harold R. Carpenter, EVP and CFO
July 18, 2018
Forward Looking Statements
All statements, other than statements of historical fact, included in this presentation, 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," "should," "pla...
Show full content (44,960 chars)
Second Quarter 2018
Investor Call
M. Terry Turner, President and CEO
Harold R. Carpenter, EVP and CFO
July 18, 2018
Forward Looking Statements
All statements, other than statements of historical fact, included in this presentation, 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," "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) deterioration in the financial condition of borrowers resulting in significant increases in loan losses
and provisions for those losses; (ii) the ability to grow and retain low-cost core deposits and retain large, uninsured deposits; (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 PinnacleFinancial'sasset management activities in
improving, resolving or liquidating lower-quality assets; (vi) the impact of competition with other financial institutions, including pricing pressures (including those resulting from the
Tax Cuts and Jobs Act) and the resulting impact on Pinnacle Financial’sresults, including as a result of compression to net interest margin; (vii) greater than anticipated adverse
conditions in the national or local economies including in Pinnacle Financial'smarkets throughout Tennessee, North Carolina, South Carolina and Virginia,particularly in commercial
and residential real estate markets; (viii) fluctuations or unanticipated changes in interest rates on loans or deposits or thataffect the yield curve; (ix) the results of regulatory
examinations; (x) a merger or acquisition; (xi) risks of expansion into new geographic or product markets; (xii) any matter thatwould cause Pinnacle Financial to conclude that there
was impairment of any asset, including intangible assets; (xiii) reduced ability to attract additional financial advisors (orfailure of such advisors to cause their clients to switch to
Pinnacle Bank), to retain financial advisors (including as a result of the competitive environment resulting from the Tax Cuts and Jobs Act) or otherwise to attract customers from
other financial institutions; (xiv) further deterioration in the valuation of other real estate owned and increased expenses associated therewith; (xv) 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 Financial'slevel of applicable commercial real estate loans continues to exceed percentage levels of total capital in guidelines recommended by its regulators;
(xvi) risks associated with litigation, including the applicability of insurance coverage; (xvii) the risk of successful integration of the businesses Pinnacle Financial has recently acquired
with its business; (xviii) approval of the declaration of any dividend by Pinnacle Financial'sboard of directors; (xix) the vulnerability of Pinnacle Bank's network and online banking
portals, and the systems of parties with whom Pinnacle Financial contracts, to unauthorized access, computer viruses, phishing schemes, spam attacks, human error, natural
disasters, power loss and other security breaches; (xx) the possibility of increased compliance costs as a result of increased regulatory oversight, 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;(xxi) 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; (xxii) changes in state and federal legislation, regulations or policies applicable
to banks and other financial service providers, like BHG, including regulatory or legislative developments; (xxiii) disruption from Pinnacle Financial'smerger with BNC with customers,
suppliers, employee or other business partners relationships; (xxiv) the risk of successful integration of Pinnacle Financial'sand BNC's businesses; (xxv) the risk that the integration of
Pinnacle Financial'sand BNC's operations will be more costly or difficult than expected; (xxvi) the availability and access to capital; (xxvii) 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; and (xxviii) general competitive, economic, political and market conditions. Additional factors which could affect the forward looking statements can be found in Pinnacle
Financial'sAnnual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K filed with the SEC and available onthe SEC's website at
http://www.sec.gov. Pinnacle Financial disclaims any obligation to update or revise any forward-looking statements contained in this presentation, which speak only as of the date
hereof, whether as a result of new information, future events or otherwise.
Safe Harbor Statements
Non-GAAP Financial Matters
This presentation contains certain non-GAAP financial measures, including, without limitation, revenues per diluted share, earnings per diluted share, efficiency ratio, core
noninterest income and the ratio of core noninterest income to total average assets, noninterest expense and the ratio of noninterest expense to average assets and noninterest
expense to the sum of net interest income and noninterest income, in each case excluding the impact of expenses related to otherreal estate owned, gains or losses on sale of
investments, the revaluation of Pinnacle Financial’sdeferred tax assets and other matters for the accounting periods presented. This presentation also includes non-GAAP
financial measures which exclude expenses associated with Pinnacle Bank's mergers with CapitalMarkBank & Trust, Magna Bank, Avenue Financial Holdings, Inc. and BNC, as
well as Pinnacle Financial'sand its bank subsidiary's investments in BHG. This presentation may also contain certain other non-GAAP capital ratios and performance measures.
These non-GAAP financial measures exclude the impact of goodwill and core deposit intangibles associated with Pinnacle Financial'sacquisitions of BNC, Avenue, Magna Bank,
CapitalMarkBank & Trust, Mid-America Bancshares, Inc., Cavalry Bancorp, Inc. and other acquisitions which collectively are less material to the non-GAAP measure. The
presentation of the non-GAAP financial information is not intended to be considered in isolation or as a substitute for any measure prepared in accordance with GAAP. Because
non-GAAP financial measures presented in this presentation are not measurements determined in accordance with GAAP and are susceptible to varying calculations, these non-
GAAP financial measures, as presented, may not be comparable to other similarly titled measures presented by other companies.PinnacleFinancial believes that these non-
GAAP financial measures facilitate making period-to-period comparisons and are meaningful indications of its operating performance. In addition, because intangible assets such
as goodwill and the core deposit intangible, and the other items excluded each vary extensively from company to company, Pinnacle Financial believes that the presentation of
this information allows investors to more easily compare Pinnacle Financial'sresults to the results of other companies. Pinnacle Financial'smanagement utilizes this non-GAAP
financial information to compare Pinnacle Financial'soperating performance for 2018 versus certain periods in 2017 and to internally prepared projections.
Safe Harbor Statements
2Q18 Summary Results of Key GAAPMeasures
4
Total Revenues
FD EPS
ROTCETotal Deposits
(millions)
Book Value per Share
Total Loans
(millions)
NPA/ Loans & OREO
Classified Asset Ratio
NCOs
0.08%
0.16%
0.35%
0.17%
0.10%
NCOs
18.1%
19.0%
19.3%
14.2%
12.6%
Classified Asset Ratio
0.66%
0.53%
0.55%
0.44%
0.53%
NPA/ Loans & OREO
$59,820
$71,293
$107,756
$141,684
$230,175
Total Revenues
$0.49
$0.64
$0.75
$0.84
$1.15
FD EPS*
CAGR 22.0%
$4,246
$4,609
$6,591
$14,461
$15,400
Total Core Deposits
(millions)
$4,316
$4,830
$7,091
$14,759
$17,042
Total Loans
(millions)
$14.53
$16.56
$19.58
$22.58
$25.28
Tangible Book Value per Share
13.50%
15.44%
15.64%
14.19%
18.45%
ROTCE*
---: Reflects historical operating ranges for NPA/ Loans & OREO and Classified Asset Ratio. Reflects target ranges resulting from the annual corporate strategic planning process for NCOs.
*: excluding merger-related charges, gains and losses on sales of investment securities and revaluation of deferred tax assets
Note: For a reconciliation of these Non-GAAP financial measures to the comparable GAAP measures, see slides 51-54.
2Q18 Summary Results of Key Non-GAAPMeasures
5
CAGR 14.5%
1.Review 2Q18 financial performance
2.Update component targets in our strategic profitability model
3.Highlight our continued success with the BNCN integration
4.Continue to provide clarity regarding PNFP’s M&A stance
5.Address several important questions that distinguish PNFP from peers
1.Can we continue to organically grow loans at a mid-double digit
pace? How long does it take to build out the C&I program in the
Carolinas and Virginia?
2.Can we gather relationship-based funding to support loan growth?
3.Despite high deposit betas, can rapid balance sheet growth
produce rapid NII and EPS growth?
Today’s Agenda
6
7
Loan and Deposit Growth are Keys to Top and Bottom Line Growth
Strong performance continues in both total revenues and revenues per share*
$2.97
$1.00
$1.40
$1.80
$2.20
$2.60
$3.00
$-
$50
$100
$150
$200
$250
Revenues per diluted share*
Total Revenues*
(millions
)
Fee incomeNIITotal revenue per share
*:Excluding gains and losses on sales of investment securities. For a reconciliation of these Non-GAAP financial measures to the comparable GAAP measures, see
slide 52.
8
Loan and Deposit Growth are Keys to Top and Bottom Line Growth
PNFP has continued to grow rev/share during significant transition periods
$10.19
$10.28
$10.58
$10.85
$11.14
$11.42
12.9%
7.4%
6.0%
6.4%
9.3%
11.2%
3.8%
3.8%
4.1%
3.7%
5.5%
0%
5%
10%
15%
20%
$8.00
$9.00
$10.00
$11.00
$12.00
1Q172Q173Q174Q171Q182Q18
Y/Y Revenue per Share Growth
LTM Revenue per Share
LTM Revenue Per Share Growth vs. Peers
PNFP Revenue/SharePNFP Y/Y GrowthPeer Y/Y Growth
BNCN Deal
Closed
BNCN Deal
Announced
System
Conversion
Note: See slide 55 for peer group utilized in the above analysis.
Source: S&P Global
9
Linked-quarter loan growth remains strong as yields increase
$3,191
$3,212
$3,207
$3,262
$3,280
$3,403
$3,489
$3,580
$3,682
$3,845
$3,932
$3,981
$4,130
$4,251
$4,358
$4,436
$4,625
$4,737
$5,690
$6,458
$6,742
$6,998
$8,233
$8,357
$8,558
$9,817
$15,017
$15,520
$15,957
$16,730
4.88%
5.04%
1.50%
2.25%
3.00%
3.75%
4.50%
5.25%
$-
$4,000
$8,000
$12,000
$16,000
$20,000
Loan Yields
Average Loans
(millions)
Avg. LoansLoan Yields
AVNU
BNCN
CPMK / Magna
Loan and Deposit Growth are Keys to Top and Bottom Line Growth
10
PNFP continues to transition to more variable rate assets
33.6%
19.1%
3.3%
4.3%
39.7%
June 30, 2018
LIBOR
Prime
Treasury bill
Fixed < 1 yr
Fixed > 1 yr
Loan Pricing Allocation
•$525 mm Fixed to Floating 3-month LIBOR Forward Swap
•Executed early 2Q 2018
•Moves additional 3% of loans from fixed to floating
•Three forward starting tranches –Oct’18, Jan’19, Apr’19
•Effective through June 2021
•Currently, ~ 48 basis point spread between current pay
fixed rate and 3-month LIBOR
•Considering an additional trade currently
•Objective by mid-2019 –Fixed rate loans > 1 yr@ < 35%
Weighted Average Coupon (*)New Loans AverageRates
Sept. 30, 2017June 30, 2018Net change1Q182Q18
LIBOR3.70%4.43%0.73%4.38%4.58%
Prime4.52%5.24%0.72%5.48%5.49%
Fixedrate4.43%4.44%0.01%4.65%4.72%
Fed funds1.25%2.00%0.75%1.75%2.00%
(*) Weighted Average EOP Coupon Trends
•Excludes impact of PAA and impact from early payoff’s which result in immediate
recognition of deferred fees and prepayment penalties and increase actual yields
•Avg. contractual life of fixed rate loans approx. 48 months.
Loan and Deposit Growth are Keys to Top and Bottom Line Growth
20.1%
11.7%
17.2%
16.3%
11.5%
10.0%
9.8%
24.3%
14.1%
9.8%
18.0%
17.6%
0%
5%
10%
15%
20%
25%
30%
2015Q32015Q42016Q12016Q22016Q32016Q42017Q12017Q22017Q32017Q42018Q12018Q2
Quarterly Loan Growth %
-
Annualized
PNFP Annualized Loan GrowthMedian Annualized Loan Growth
Our loan growth continues to significantly outperform peers
11
Loan and Deposit Growth are Keys to Top and Bottom Line Growth
Note: See slide 55 for peer group utilized in the above analysis.
Source: S&P Global
12
Average deposit balances continued to grow
$3,772
$3,723
$3,700
$3,642
$3,597
$3,636
$3,706
$3,883
$3,950
$3,963
$4,199
$4,408
$4,510
$4,519
$4,655
$4,758
$4,792
$4,885
$5,898
$6,787
$7,037
$7,093
$8,454
$8,791
$9,099
$10,394
$15,828
$16,092
$16,281
$16,949
0.25%
2.00%
1.01%
0.78%
0.00%
0.25%
0.50%
0.75%
1.00%
1.25%
1.50%
1.75%
2.00%
2.25%
$-
$2,000
$4,000
$6,000
$8,000
$10,000
$12,000
$14,000
$16,000
$18,000
Cost of Deposits
Avg. Deposits
(millions)
Avg. DepositsEOP FFS TargetCost of Deposits
Deposit Rate Tranches
June 30, 2018
% of Totals
June30, 2018
Rate
Noninterestbearing24.4%0.00%
Rate sheet18.8%0.27%
Negotiatedwith client29.1%1.23%
Indexed8.4%1.99%
CDs19.3%1.67%
Loan and Deposit Growth are Keys to Top and Bottom Line Growth
15.5%
22.5%
6.2%
12.0%
22.5%
4.1%
23.8%
11.6%
0.8%
16.8%
1.2%
32.9%
80.00%
85.00%
90.00%
95.00%
100.00%
105.00%
110.00%
115.00%
120.00%
0.00%
5.00%
10.00%
15.00%
20.00%
25.00%
30.00%
35.00%
2015Q32015Q42016Q12016Q22016Q32016Q42017Q12017Q22017Q32017Q42018Q12018Q2
Loan/Deposit Ratio
Quarterly Deposit Growth %
-
Annualized
PNFP Annualized Deposit GrowthMedian Annualized Deposit GrowthPNFP Loan/Deposit RatioMedian Loan/Deposit Ratio
PNFP had significant deposit growth in 2Q18 –L/D ratio decreased to 95%
13
Loan and Deposit Growth are Keys to Top and Bottom Line Growth
Note: See slide 55 for peer group utilized in the above analysis.
Source: S&P Global
14
Loan and Deposit Growth are Keys to Top and Bottom Line Growth
PNFP’s net beta is strong versus peers
25%
31%
15%
0.10
0.20
0.30
0.40
0.50
0.60
0.70
0.80
0.90
4Q151Q162Q163Q164Q161Q172Q173Q174Q171Q182Q18
Cost of Deposits (%)
Cost of Deposits & Cumulative Beta
PNFP Cost of DepositsPeer Median Cost
43%
41%
24%
3.60
3.80
4.00
4.20
4.40
4.60
4.80
4Q151Q162Q163Q164Q161Q172Q173Q174Q171Q182Q18
Average Earning Asset Yield (%)
Earning Asset Yield & Cumulative Beta
PNFP Earning Asset YieldPeer Median Yield
Strong loan growth requires focus on
deposit acquisition...
...But also results in strong asset yields
in comparison to peers.
Note: See slide 55 for peer group utilized in the above analysis.
15
Fee businesses produce another strong quarter
2Q181Q184Q173Q172Q17
Service charges$6,065$5,820$6,078$5,921$4,179
Investment services4,9065,1074,7233,6603,110
Insurance commissions2,0483,1191,9612,1241,461
Gain on mortgage loans sold, net3,7773,7443,8395,9634,668
Trust fees3,5643,1172,6452,6361,677
Income from equity method investment9,6909,36012,4448,9378,755
Other:
Securities gains (losses) -30(8,265)--
Interchange and other consumer fees9,4218,5568,4997,3937,558
Bank-owned life insurance2,8942,7522,8292,6231,395
Loan swap fees7525041881,011336
Other4,8222,0741,5472,7091,918
Total noninterest income$47,939$44,183$36,488$42,977$35,057
Noninterest income/Average Assets0.83%0.81%0.66%0.80%1.05%
Core noninterest income**$47,939$44,153$44,753$42,977$35,057
Core Noninterest Income**/Total Average Assets0.83%0.81%0.81%0.80%1.05%
Fee Businesses also Contribute to Earnings Growth
** : Excludes the impact of gains and losses on sales of investment securities
16
2Q18 core expense results reflect enviable operating leverage
2Q181Q184Q173Q172Q17
Salaries and benefits$64,112$63,719$ 63,347$64,288$43,674
Equipment and occupancy18,20817,74317,11416,59010,713
Other real estate owned819(794)25251263
Marketing and business development2,5442,2472,0932,2222,127
Postage and supplies2,2912,0391,6621,7551,122
Intangible amortization2,6592,6983,0713,0771,472
Merger-related charges2,9065,35319,1038,8473,221
Other expenses17,36915,57516,33212,4449,406
Total noninterest expense$110,908$108,580$122,973$109,735$71,798
Efficiency ratio48.2%49.7%58.2%50.8%50.7%
Expense/Total Average Assets1.91%1.98%2.22%2.05%2.16%
Core noninterest expense **$107,183$104,021$103,618$100,376$68,514
Core efficiency ratio **46.6%47.6%47.2%46.4%48.4%
Core Noninterest Expense**/Total Average Assets1.85%1.90%1.87%1.88%2.06%
** : Excludes the impact of OREO expense and income and merger-related charges
PNFP Focuses on Strategic Expense Management, not Reductions
17
Pinnacle continues to set and deliver against lofty strategic profitability targets
Strategic Outlook Going Forward
UPDATED
Pinnacle Targeted
Operating Range
GAAP
Non-GAAP
(1)
For the second quarter of 2018
Return on Average Assets1.50% to 1.70%1.50%1.54%
Net Interest Margin3.55% to 3.75%3.69%3.69%
Noninterest Income to Avg. Assets0.80% to 1.00%0.83%0.83%
Noninterest Expense to Avg. Assets1.80% to 2.00%1.91%1.85%
Net Charge-off Ratio0.15% to 0.25%0.10%0.10%
(1) Non-GAAP amounts exclude ORE expense and income and merger-related charges. For a reconciliation of these Non-GAAP financial measures to the
comparable GAAP measures, see slides 52-55.
18
BNCN Integration has been Highly Successful
Thesis: Accelerate double-digit growth by building a C&I platform
19
Our C&I and Private Banking hiring is actually 46% ahead of plan
C&I and Private Banking actual hires since 7/1/17
Projected Timeline
C&I, Private Banking FAs
BNCN Integration has been Highly Successful
20
BNC Integration-KeyMeasures of SuccessYTD 2018
1.Continuedhigh-growth CRE and construction lending practice 17.5%*
2. Accelerated C&I and owner-occupied CRE loan growth22.0%*
* YTD 2018 annualized growth rate
“BNC has a high-growth CRE lending practice that we expect to continue at its previous pace.
However, the key to realizing our potential in the Carolinas and Virginia is to build out a large C&I
platform –the thing we do best.”
PNFP 2017 Annual Report
BNCN Integration has been Highly Successful
16.9%
14.0%
0%5%10%15%20%
Carolinas and Virginia Organic Annualized Loan
and Deposit Growth Since Y/E 2017
21
BNCN Integration has been Highly Successful
The Carolinas and Virginia have successfully grown both loans and deposits
Loan growth
Deposit growth
PNFP’s Approach to M&A is Strategic and Disciplined
22
Negotiated deals
Management continuity
>3 -5% EPS accretion in first full year for
smaller deals and 8-10% for larger deals
Commercial thrust
Sustainable core profitability
Capacity to achieve mass in market
At least $1 billion in assets
M&A CriteriaExisting and Targeted New Markets
Source: SNL Financial
Note: Blue highlight denotes existing markets of operation; green highlight denotes desired new metropolitan markets
M&A criteria have long been publicly stated and adhered to
23
PNFP’s Approach to M&A is Strategic and Disciplined
PNFP is amassing the most advantaged markets in the Southeast
Source: SNL Financial; deposit data as of June 30, 2017
Note: Blue highlight denotes markets of operation for PNFP; Yellow highlight denotes markets of interest
Note: Region defined as AL, GA, MS, NC, SC, TN, VA
1.We expect double digit growth in our existing footprint for several years, so we need no
M&A to hit growth or profitability targets
2.Strategically, we desire to compete in large urban markets dominated by Regions,
Suntrust, Bank of America and Wells Fargo
3.We have targeted the largest, fastest growing markets in the Southeast
4.Previously we have successfully deployed both denovostart-ups and M&A to extend
markets, and are equally comfortable using either technique as opportunities present
themselves.
5.Strategic M&A criteria include: 1) urban, not rural 2) commercial, not retail 3) 3-5% EPS
accretion for small deals, 8-10% for larger deals; 4) limited TBV dilution
6.We continue to cultivate relationships with limited M&A targets to position negotiated
transactions with like-minded partners
7.We would extend by denovostart or M&A only when satisfactory opportunities are
available
8.It is hard to imagine how anything could occur in 2018 or early 2019.
24
PNFP’s Approach to M&A is Strategic and Disciplined
M&A for PNFP not a necessity to achieve growth plans
25
PNFP’s Model Makes it Distinctive Among its Peers
There are several important questions regarding Pinnacle’s distinctive model
1.Can PNFP continue to grow loans at a mid-double-digit pace?
How long does it take to build out the C&I program in the
Carolinas and Virginia?
2.Can PNFP gather relationship-based funding to fund the loan
growth?
3.Despite high deposit betas, can rapid balance sheet growth
produce rapid NII and EPS growth?
26
PNFP has consistently grown at a double-digit-pace throughout the BNCN integration
$14,758
$15,260
$15,633
$16,326
$17,042
$14,000
$14,500
$15,000
$15,500
$16,000
$16,500
$17,000
$17,500
2Q173Q174Q171Q182Q18
Total Loans
($ in millions)
Can PNFP Continue to Grow Loans at a Double-Digit Pace?
Merger announcement
BrandChange
SystemConversion
Nashville
Knoxville
Chattanooga
Memphis
PNFP’s differentiating practices yield client advocacy and market penetration
Source: 2017 Greenwich Associates Market Tracking Program (Pinnacle Financial –$1-500MM -Full Year 2017).
Bank #2
Bank #4
Pinnacle
Bank #1
Bank #3
0%
5%
10%
15%
20%
25%
020406080100
Lead Relationships as % of Market
Net Promoter Score
Bank #4
Pinnacle
Bank #1
Bank #3
0%
5%
10%
15%
20%
2030405060708090
Lead Relationships as % of Market
Net Promoter Score
Bank #4
Pinnacle
Bank #1
Bank #3
Bank #2
0%
5%
10%
15%
20%
25%
30%
35%
020406080100
Net Promoter Score
Bank #4
Pinnacle
Bank #1
Bank #3
Bank #5
Bank #2
0%
5%
10%
15%
20%
405060708090
Net Promoter Score
Can PNFP Continue to Grow Loans at a Double-Digit Pace?
27
28
Can PNFP Continue to Grow Loans at a Double-Digit Pace?
PNFP grows by attracting “market best” talent and moving share
29
What is the potential impact of “bolting on” the C&I business?
Can PNFP Continue to Grow Loans at a Double-Digit Pace?
INCREMENTAL AVG LOAN VOLUME (000’S)INCREMENTAL AVG DEPOSIT VOLUME(000’S)
Yr1Yr2Yr3Yr4Yr5Yr1Yr2Yr3Yr4Yr5
Year 1 Class
-13 FAs
$52$210$420$628$836$44$178$357$534$710
Year 2 Class
–13 FAs
$52$210$420$628$44$178$357$534
Year 3 Class
–13 FAs
$52$210$420$44$178$357
Year 4 Class
–13 FAs
$52$210$44$178
Year 5 Class
–13 FAs
$52$44
Total
–65FAs
$52$262$682$1,310$2,146$44$222$579$1,113$1,823
This is not intended to be loan or deposit growth guidance. It is simply an illustration of the potential volumes. Key
illustrative assumptions are: 1) Hiring occurs in a straight line over the course of the year. 2) Production occurs in a
straight line from hiring. 3) Mature FAs produce $80 million in loans over a 5 year period with 85% relationship-
based funding.
1.PNFP’s model requires core funding of 75-85%
2.PNFP gathers funding primarily through a relationship
strategy –not traditional mass market strategies
3.PNFP’s Client Advisory Group in Nashville is the model for
building other C&I programs
30
Can PNFP Gather Relationship-Based Funding to Support Loan Growth
C&I FAs in Nashville with > 5 years tenure produce 85% relationship funding
31
Can PNFP Gather Relationship Based Funding to Support Loan Growth
PNFP added high value consumers 30% faster than norm with no promotion
New consumer clients
12.84
9.84
0.002.505.007.5010.0012.50
NormPinnacle
Percentage of new households to total
clients is 30% higher than norm.
195
100
050100150200250
NormPNFP
Average balances nearly twice that of the
norm.
Infusion uses a proprietary peer-to-peer statistical normative
database based on more than 6 billion data points collected from
more than 150 financial institutions over the past 20 years. Data for
the period from Mar. 1, 2017 to Feb. 28, 2018
1.Hire RMs and CSAs that are net providers of funds
2.Focus existing RMs on sectors/clients that are net providers of funds
3.Augment branch distribution with courier deposit pick up capability
4.Leverage a full suite of electronic banking tools
5.Utilize limited mass marketing techniques in the Carolinas and Virginia
6.Seek non-bank investments that focus on both returns and deposit
opportunities
32
Can PNFP Gather Relationship Based Funding to Support Loan Growth
PNFP has and will continue to utilize focused tactics to gather deposits
Can rapid balance sheet growth produce rapid NII and EPS growth?
33
Funding strong growth is not free but it can produce double-digit NII and EPS growth
1Q18 PNFP: 23% Y/Y NII per share growth with a 23bp Y/Y increase in total deposit cost.
Peers: 9% Y/Y NII per share growth with a 16bp Y/Y increase in total deposit cost.
PNFP
0.05%
0.10%
0.15%
0.20%
0.25%
0.30%
0.35%
0.0%5.0%10.0%15.0%20.0%25.0%
Cost of Total Deposits
-
Y/Y Change
NII Per Share -Y/Y Change
PNFP Peer Group
NII Per Share Growth vs. Deposit Cost Increase (1Q18)
34
PNFP is focused on rapid growth of NII and EPS more than deposit betas
1.Maintain the margin where possible, but accept volatility
within reason (3.55% –3.75%)
2.Continue to add “market best” bankers at a rapid pace
3.Continue to grow loans and NII at mid-double-digit pace
4.Produce outsized EPS growth
Long-Term Shareholder Value
Q&A –
Second Quarter 2018 Investor Call
Supplemental Information
36
Chart
•Balance Sheet37
•Asset Quality48
•Income Statement49
•Peer Group55
Loan portfolio is well diversified
37
Amts.
2Q18
%’s(*)
2Q18
Amts.
1Q18
%’s(*)
1Q18
Amts.
2Q17
%’s(*)
2Q17
Amts.
2Q16
%’s(*)
2Q16
C&I$4,821.328.3%$4,490.927.5%$3,688.425.0%$2,492.035.1%
CRE –Owner Occ.
2,504.914.7%2,427.914.9%2,368.716.0%1,120.115.8%
Total C&I & O/O CRE7,326.243.0%6,918.842.4%6,057.141.0%3,612.150.9%
CRE –Investment3,822.222.4%3,714.922.8%3,357.122.8%1,066.615.0%
CRE –Multifamily and other 697.64.1%651.44.0%661.64.5%280.54.0%
C&D and Land2,133.612.5%2,095.912.8%1,772.812.0%816.711.5%
Total CRE & Construction6,653.439.0%6,462.239.6%5,791.539.3%2,163.830.5%
Consumer RE2,699.415.9%2,580.815.8%2,552.917.3%1,068.615.1%
Consumer and other363.92.1%364.22.2%357.32.4%246.93.5%
Total Other3,063.318.0%2,945.018.0%2,910.219.7%1,315.518.6%
Total loans$17,042.9100.0%$16,326.0100.0%$14,758.8100.0%$7,091.4100.0%
(*) as a percentage of total loans
Balance Sheet
Loan portfolio is well diversified
38
Total PinnacleTennessee LoansCarolinas/ VA LoansOther Unit Loans
Amts.
2Q18
Amts.
4Q17
Amts.
2Q18
Amts.
4Q17
Amts.
2Q18
Amts.
4Q17
Amts.
2Q18
Amts.
4Q17
C&I$4,821.3$4,141.3 $3,829.8$3,312.4$616.7$475.9$374.8$353.0
CRE –Owner Occ.2,504.92,460.01,502.01,467.8927.6917.575.374.7
Total C&I & O/O CRE7,326.26,601.35,331.84,780.21,544.31,393.4450.1427.7
CRE –Investment3,822.23,564.01,617.61,516.02,161.02,010.143.637.9
CRE –Multifamily and other 697.6645.6479.3447.5213.1193.45.24.7
C&D and Land2,133.61,908.31,321.41,168.4781.7697.130.542.8
Total CRE & Construction6,653.46,117.93,418.33,131.93,155.82,900.679.385.4
Consumer RE2,699.42,561.21,261.51,203.61,222.51,246.7215.4110.9
Consumer and other363.9352.7159.6143.785.774.0118.6135.0
Total Other3,063.32,913.91,421.11,347.31,308.21,320.7334.0245.9
Total loans$17,042.9$15,633.1$10,171.2$9,259.4$6,008.3$5,614.7$863.4$759.0
(*) as a percentage of total loans
Balance Sheet
Loan portfolio across the franchise
39
Total PinnacleC&I & O/O CRECRE & ConstructionOther Loans
Amts.
2Q18
Amts.
4Q17
Amts.
2Q18
Amts.
4Q17
Amts.
2Q18
Amts.
4Q17
Amts.
2Q18
Amts.
4Q17
Nashville
$6,273.2 $5,633.5 $3,067.7 $2,682.8$1,943.9 $1,719.1$1,261.6 $1,231.6
Knoxville
1,483.4 1,448.0 887.1 889.1343.2 350.2253.1 208.7
Chattanooga
1,175.7 1,077.8 694.2 627.8248.9 222.8232.6 227.2
Memphis
1,238.9 1,100.1 682.8 580.6403.0392.3153.1127.2
Total Tennessee
$10,171.2 $9,259.4 $5,331.8 $4,780.3$2,939.0 $2,684.4$1,900.4 $1,794.7
Greensboro/Highpoint
1,540.6 1,494.5 523.4 478.3645.1 643.3372.1 372.9
Charlotte
1,785.3 1,612.2 422.9 349.3952.8 847.5409.6415.4
Raleigh
967.0 867.0 187.9 193.3615.1 514.2164.0159.5
Charleston
796.3 788.6 146.4 146.4316.0 300.3333.9 341.9
Greenville
385.9 344.8 83.6 69.3225.4 218.776.9 56.8
Roanoke
441.1 421.4 106.2 90.3170.6 163.9164.3 167.2
SBA
92.1 86.2 73.9 66.517.7 19.30.50.4
Total Carolina/VA
$6,008.3 $5,614.7 $1,544.3 $1,393.4$2,942.7 $2,707.2$1,521.3 $1,514.1
Other
863.4 759.0 450.1 427.874.1 80.7339.2 250.5
Total
$17,042.9 $15,633.1 $7,326.2 $6,601.5$5,955.8 $5,472.3$3,760.9 $3,559.3
Balance Sheet
*: Represents annualized growth rate.
(*) as a percentage of total loans
40
Construction portfolio reflects discipline
Amts.
2Q18
%’s(*)
2Q18
Amts.
1Q18
%’s(*)
1Q18
Amts.
2Q17
%’s(*)
2Q17
Amts.
2Q16
%’s(*)
2Q16
Residential –Spec
$294.91.7%$288.01.8%$243.01.6%$128.91.8%
Residential –Custom
137.60.8%123.00.7%153.31.0%92.61.3%
Residential –Condo
0.60.0%0.60.0%11.80.1%11.30.2%
Commercial Construct.
1,219.07.2%1,207.27.4%894.96.1%319.54.5%
Land Dev–Residential
161.20.9%161.21.0%182.71.2%80.31.1%
Land Dev –Commercial
201.11.2%200.81.2%186.61.3%181.82.6%
Land Dev –Mixed Use
32.40.2%25.10.1%54.90.4%--
Land –Unimproved
86.80.5%90.00.6%45.60.3%2.20.0%
Total C&D
$2,133.612.5%$2,095.912.8%$1,772.812.0%$816.611.5%
Balance Sheet
(*) as a percentage of total loans
41
Construction portfolio reflects discipline
Total PinnacleTennessee LoansCarolinas/VA LoansOther Unit Loans
Amts.
2Q18
Amts.
4Q17
Amts.
2Q18
Amts.
4Q17
Amts.
2Q18
Amts.
4Q17
Amts.
2Q18
Amts.
4Q17
Residential –Spec
$294.9$278.7$218.8$206.7$75.7$71.1$0.4$0.9
Residential –Custom
137.695.988.859.648.836.3--
Residential –Condo
0.60.6--0.60.6--
Commercial Construct.
1,219.01,057.4744.7645.0472.1407.72.24.7
Land Dev–Residential
161.2157.599.591.840.842.720.923.0
Land Dev –Commercial
201.1208.895.489.7101.7112.04.07.1
Land Dev –Mixed Use
32.425.78.312.824.110.0-2.9
Land –Unimproved
86.883.766.062.917.916.82.94.0
Total C&D
$2,133.6$1,908.3$1,321.5$1,168.5$781.7$697.2$30.4$42.6
Balance Sheet
42
CRE NOO and Construction Allocation
Total NOO and
Multifamily
Total ConstructionTotal NOO and
Construction
Amts.
2Q18
Amts.
1Q18
Amts.
2Q18
Amts.
1Q18
Amts.
2Q18
Amts.
1Q18
Apartments
$738.6$644.8$405.0$375.4$1,143.6$1,020.2
Hotels
643.9568.7106.3119.1750.2687.8
Retail
1,295.01,141.8174.0186.21,469.01,328.0
Office
704.1632.191.5147.4795.6779.5
Warehouse
553.7504.2212.7166.4766.4670.6
Medical
257.8234.1112.994.5370.7328.6
Other
326.7640.61,031.21,007.01,357.91,647.6
Total
$4,519.8$4,366.3$2,133.6$2,096.0$6,653.4$6,462.3
Balance Sheet
Balance Sheet
As projected, total CRE loan portfolio exceeds 300 guidelines
43
Description6/30/20183/31/201812/31/20179/30/20176/30/2017
Loans secured by real estate:
Construction, land development, and other loans:
1-4 family residentialconstruction loans$488,893$475,979$445,077$423,988$408,035
Other constructionloans and all land development and other land loans1,644,7531,619,8951,463,2111,515,8211,363,014
Loans included in the 100% test$2,133,646$2,095,874$1,908,288$1,939,809$1,771,049
Securedby multifamily (5 or more) residential properties$716,781$668,904$669,054$638,285$672,979
Loans securedby other nonfarm nonresidential properties3,822,1823,714,8543,564,0483,398,3813,357,120
Financed realestate not secured by real estate 189,690196,807198,769198,769186,505
Loansincluded in the 300% test$6,862,299$6,676,439$6,340,159$6,175,244$5,987,653
Total Risk-Based Capital$2,254,929$2,180,680$2,134,344$2,129,643$2,081,349
%ofTotal Risk-Based Capital
100% Test -NOOCRE + Secured by multi-family 95%96%89%91%85%
300% Test -NOOCRE + Multifamily + Construction304%306%297%290%288%
Balance Sheet
44
PNFP remains focused on relationship funding
Balance Sheet
45
PNFP remains focused on relationship funding
Total PinnacleTransaction and MMDACD's
Public Funds and
Other Noncore Deposits
2Q184Q172Q184Q172Q184Q172Q184Q17
Nashville$6,852,829$6,488,394$6,169,027$5,906,866$435,272$375,618$248,530$205,911
Knoxville1,361,7241,260,2901,298,0611,217,49335,67124,58627,99218,210
Memphis1,008,862880,548879,082753,065103,67584,86726,10542,616
Chattanooga788,446786,902728,465740,09533,89528,13926,08618,668
Total Tennessee10,011,8619,416,1349,074,6358,617,520608,512513,210328,713285,405
Greensboro/Highpoint1,868,0521,799,6661,573,3061,543,891223,402202,31171,34453,464
Charlotte1,044,227943,402819,278765,042162,337136,85862,61241,502
Charleston877,402835,192684,483666,363159,104143,19933,81525,631
Raleigh Durham562,393409,751453,607382,56552,85121,93055,9355,257
Roanoke527,802500,490416,382406,90395,54680,79215,87312,796
Greenville299,597282,653203,130196,72970,58466,37725,88319,547
SBA-3,825-3,825----
Total Carolinas / VA5,179,4744,774,9804,150,1873,965,317763,825651,466265,462158,196
Other2,666,0842,260,588682,498888,982120,485201,7131,863,1011,169,893
Total$17,857,418$16,451,702$13,907,320$13,471,819$1,492,822$1,366,389$2,457,277$1,613,494
*: Represents annualized growth rate.
46
Balance Sheet
Securities book yields increase with more variable rate bonds
3.58%
2.91%
20.75%
12.40%
0.00%
5.00%
10.00%
15.00%
20.00%
25.00%
30.00%
35.00%
40.00%
0.00%
0.50%
1.00%
1.50%
2.00%
2.50%
3.00%
3.50%
4.00%
Bond Yields% of Total Assets
78%
71%
22%
29%
Sept. 2017June 2018
Bond Portfolio Pricing
Fixed RateVariable Rate
Conservative bond portfolio
Balance Sheet
47
1%
3%
34%
8%
13%
41%
AgencyCorporatesMBS
Asset BackedCMOsMunicipals
●Duration still under 4%
●Investmentsto Total Assets of 12.4%
Portfolio: June 30, 2018
Total Investments $2.975 billion
Unrealized Gain (Loss)$(47.7) million
QuarterDurationAvg. Yield-TE
2Q183.9%2.9%
1Q183.5%2.9%
4Q173.5%2.7%
3Q173.5%2.6%
2Q173.3%2.5%
1Q173.4%2.4%
4Q163.2%2.3%
3Q162.8%2.3%
2Q162.4%2.5%
1Q162.7%2.6%
48
Asset quality remains very sound
(*) >30 days past due
(000’s)
June 30, 2018As a % of totalloans Dec. 31, 2017As a % of totalloans June30,2017As a % of totalloans
PastDue Loans (*)
Nonaccrualloans$16,4380.10%$11,6910.07%$17,6020.12%
Accruing loans38,3820.23%60,1590.38%28,8930.20%
Total pastdue$54,8200.33%$71,8500.46%$46,4950.32%
NPLs and > 90 days
Const. and land development
$2,0280.01%$6,1140.04%$3,8730.03%
Consumer RE
20,8930.12%19,3810.12%18,5640.13%
CRE –Owner Occupied
25,0380.15%12,6050.08%5,5450.04%
CRE –Investment
2,1110.01%3020.00%4,5710.03%
Total real estate
53,2040.31%41,6640.27%32,5530.23%
C&I
17,6930.10%18,6570.12%8,2800.06%
Other1,5610.01%1,2730.01%
1,0760.01%
Total loans
$72,4580.43%$61,5940.39%$41,9090.30%
Classified loans and ORE
Substandard commercial loans$226,0581.33%$ 211,3081.35%$230,2161.56%
Doubtful commercial loans-0.00%(9)0.00%8320.01%
Other impaired loans19,4680.11%15,3290.10%19,8540.13%
90 days past due and accruing (*)1,5720.01%4,1390.03%1,6910.01%
Other real estate19,7850.12%27,8310.18%24,8060.17%
Other repossessed assets4440.00%1970.00%3480.00%
Total$267,3271.57%$ 258,795 1.66%$277,7471.88%
Pinnacle Bank classified asset ratio12.6%12.9%14.2%
Asset Quality
Income Statement
49
$0
$5,000,000
$10,000,000
$15,000,000
$20,000,000
$25,000,000
Q3 2017Q4 2017Q1 2018Q2 2018Q3 2018Q4 2018Q1 2019Q2 2019Q3 2019Q4 2019
Actual/Anticipated Discount Accretion
Through Dec 2019
Actuals / Current ProjectionOriginal Consultant Projections
Life to date accretion
approximates original
projections. Anticipate
continued reduction in
accretion income in
future periods.
15.00%
20.00%
25.00%
30.00%
35.00%
40.00%
45.00%
15.00%
20.00%
25.00%
30.00%
35.00%
40.00%
45.00%
1Q172Q173Q174Q171Q182Q18
Income Tax Effective Tax Rate Trends
Income tax as % of pre-tax income, excluding discrete itemsBlended statutory tax rate
Continue to pursue tax
initiatives to reduce
firm’s ETR.
Income Statement
Mortgage volumes rise in 2Q18
50
0.00%
1.00%
2.00%
3.00%
4.00%
5.00%
6.00%
$25,000
$75,000
$125,000
$175,000
$225,000
$275,000
$325,000
Purchase MoneyRefinanceGross fees as a % of loans originated
Income Statement
51
2Q181Q184Q173Q172Q17
Net interest income$182,236$174,471$174,731$173,182$106,627
Total noninterest income47,93944,18336,48842,97735,057
Total revenues$230,175$218,654$211,219$216,159$141,684
Less: Investment (gains) losses on sales of securities, net-(30)8,265--
Total revenues, excluding investment (gains) losses on sales of securities, net$230,175$218,624$219,484$216,159$141,684
Total noninterest expense$110,908$108,580$122,973$109,736$71,798
Less: ORE expenses (income)819(794)25251263
Merger-related charges2,9065,35319,1038,8473,221
Core noninterest expense, excluding the impact of ORE expense (income) and merger-related
charges$107,183$104,021$103,618$100,377$68,514
Adjusted pre-tax pre-provision income$122,992$114,603$115,866$115,782$73,170
Efficiency ratio48.2%49.7%58.2%50.8%50.7%
Adjustment due to securities gains and losses, ORE expense (income) and merger-related charges (1.6%)(2.1%)(11.0%)(4.4%)(2.3%)
Core Efficiency ratio46.6%47.6%47.2%46.4%48.4%
Noninterest income/ Average assets0.83%0.81%0.66%0.80%1.05%
Adjustment due to investment (gains) losses on sales of securities, net--0.15%--
Noninterest income, excluding the impact of net gains on sale of investment securities/
Average Assets0.83%0.81%0.81%0.80%1.05%
Noninterest expense/ Average assets1.91%1.98%2.22%2.05%2.16%
Adjustment due to ORE expense (income) and merger-related charges(0.06%)(0.08%)(0.35%)(0.17%)(0.10%)
Core noninterest expense, excluding ORE expense (income) and merger-related charges/ Average
Assets1.85%1.90%1.87%1.88%2.06%
Reconciliation of Non-GAAP measures
Income Statement
52
2Q181Q184Q173Q172Q17
Net income$86,865$83,510$26,798$64,442$43,086
Merger-related charges2,9065,35319,1038,8473,221
Investment (gains) losses on sales of securities-(30)8,265--
Tax effect on merger-related charges and investment (gains) losses on sales of securities(760)(1,391)(10,736)(3,471)(1,264)
Revaluation of deferred tax assets--31,486--
Net income excluding merger-related charges, investment (gains) losses on sales of securities
and revaluation of deferred tax assets$89,011$87,442$74,916$69,818$45,043
Basic earnings per share $1.13$1.08$0.35$0.84$0.81
Adjustment to basic earnings per share due to merger-related charges, investment (gains) losses
on sales of securities and revaluation of deferred tax assets0.020.050.630.070.04
Basic earnings per share excluding merger-related charges, investment (gains) losses on sales of
securities and revaluation of deferred tax assets$1.15$1.13$0.98$0.91$0.85
Diluted earnings per share$1.12$1.08$0.35$0.83$0.80
Adjustment to diluted earnings per share due to merger-related charges, investment (gains)
losses on sales of securities and revaluation of deferred tax assets0.030.050.620.070.04
Diluted earnings per share excluding merger-related charges, investment (gains) losses on sales
of securities and revaluation of deferred tax assets$1.15$1.13$0.97$0.90$0.84
Book value per share$49.15$48.16$47.70$47.31$46.56
Adjustment due to goodwill, core deposit and other intangible assets(23.87)(23.92)(23.99)(23.99)(23.98)
Tangible book value per share$25.28$24.24$23.71$23.32$22.58
Revenue per share$2.97$2.83$2.73$2.80$2.64
Adjustment due to goodwill, core deposit and other intangible assets--0.10--
Revenue per share excluding investment (gains) losses on sales of securities$2.97$2.83$2.83$2.80$2.64
Reconciliation of Non-GAAP measures
Income Statement
53
Reconciliation of Non-GAAP measures
2Q181Q184Q173Q172Q17
Net income$86,865$83,510$26,798$64,442$43,086
Merger-related charges2,9065,35319,1038,8473,221
Investment (gains) losses on sales of securities-(30)8,265--
Tax effect on merger-related charges and investment (gains) losses on sales of securities(760)(1,391)(10,736)(3,471)(1,264)
Revaluation of deferred tax assets--31,486--
Net income excluding merger-related charges, investment (gains) losses on sales of securities and
revaluation of deferred tax assets$89,011$87,442$74,916$69,818$45,043
Average stockholders’ equity
$3,795,963$3,732,633$3,706,741$3,655,029$2,057,505
Less: Average goodwill
(1,807,850)(1,808,055)(1,803,546)(1,800,761)(760,646)
Average core deposit and other intangible assets
(53,018)(55,681)(58,192)(59,521)(23,957)
Net average tangible common equity
$1,935,095$1,868,897$1,845,003$1,794,747$1,272,902
Return on average common equity9.18%9.07%2.87%6.99%8.40%
Adjustment due to goodwill, core deposit and other intangible assets8.83%9.05%2.89%7.26%5.18%
Return on average tangible common equity18.01%18.12%5.76%14.25%13.58%
Adjustment due to merger-related charges, investment (gains) losses on sales of securities and
revaluation of deferred tax assets0.44%0.86%10.35%1.18%0.61%
Return on average tangible common equity (excludingmerger-related charges, investment (gains)
losses on sales of securities and revaluation of deferred tax assets)18.45%18.98%16.11%15.43%14.19%
Total average assets$23,236,945$22,204,599$21,933,500$21,211,459$13,335,359
Income Statement
54
Reconciliation of Non-GAAP measures
2Q181Q184Q173Q172Q17
Net income$86,865$83,510$26,798$64,442$43,086
Merger-related charges2,9065,35319,1038,8473,221
Investment (gains) losses on sales of securities-(30)8,265--
Tax effect on merger-related charges and investment (gains) losses on sales of securities(760)(1,391)(10,736)(3,471)(1,264)
Revaluation of deferred tax assets--31,486--
Net income excluding merger-related charges, investment (gains) losses on sales of securities and
revaluation of deferred tax assets$89,011$87,442$74,916$69,818$45,043
Average assets$23,236,945$22,204,599$22,505,700$21,211,459$13,335,359
Less: Average goodwill(1,807,850)(1,808,055)(1,808,002)(1,800,761)(760,646)
Average core deposit and other intangible assets(53,018)(55,681)(56,710)(59,781)(23,957)
Net average tangible assets$21,376,077$20,340,863$20,340,988$19,351,177$12,550,756
Return on average assets1.50%1.53%0.48%1.21%1.30%
Adjustment due to merger-related charges, gains and losses on sales of investment securities and
revaluation of deferred tax assets
0.04%0.07%0.88%0.10%0.05%
Return on average assets (excluding merger-related charges, gains and losses on sales of
investment securities and revaluation of deferred tax assets)
1.54%1.60%1.36%1.31%1.35%
Return on average assets1.50%1.53%0.48%1.21%1.30%
Adjustment due to goodwill, core deposit and other intangible assets0.13%0.14%0.05%0.11%0.08%
Return on average tangible assets1.63%1.67%0.53%1.32%1.38%
Adjustment due to merger-related charges, investment (gains) losses on sales of securities and
revaluation of deferred tax assets0.04%0.07%0.95%0.11%0.06%
Return on average tangible assets (excludingmerger-related charges, investment (gains) losses on
sales of securities and revaluation of deferred tax assets)1.67%1.74%1.48%1.43%1.44%
2018 Peer Group
55
Institution Name Ticker City, State
Pinnacle Financial PartnersPNFPNashville, TN
Associated Banc-CorpASBGreen Bay, WI
BancorpSouth, Inc.BXSTupelo, MS
Bank of the Ozarks, Inc.OZRKLittle Rock, AR
Chemical Financial CorporationCHFCMidland, MI
Cullen/Frost Bankers, Inc.CFRSan Antonio, TX
F.N.B. CorporationFNBPittsburgh, PA
First Horizon National CorporationFHNMemphis, TN
Fulton Financial CorporationFULTLancaster, PA
Hancock Holding CompanyHWCGulfport, MS
IBERIABANK CorporationIBKCLafayette, LA
MB Financial, Inc.MBFIChicago, IL
Old National BancorpONBEvansville, IN
PacWest BancorpPACWBeverly Hills, CA
Prosperity Bancshares, Inc.PBHouston, TX
Sterling BancorpSTLMontebello, NY
Synovus Financial Corp.SNVColumbus, GA
TCF Financial CorporationTCFWayzata, MN
Trustmark CorporationTRMKJackson, MS
UMB Financial CorporationUMBFKansas City, MO
Umpqua Holdings CorporationUMPQPortland, OR
United Bankshares, Inc.UBSICharleston, WV
Valley National BancorpVLYWayne, NJ
Western Alliance BancorporationWALPhoenix, AZ
Wintrust Financial CorporationWTFCRosemont, IL
Second Quarter 2018
Investor Call
M. Terry Turner, President and CEO
Harold R. Carpenter, EVP and CFO
July 18, 2018
Second Quarter 2017 Investor Conference Call Slides
guidanceUploaded 4/9/2026by pdf-importType: presentationPublished 6/15/2017
Content preview
Second
Quarter
2017
Investor
Call
M.
Terry
Turner,
President
and
CEO
Harold
R.
Carpenter,
EVP
and
CFO
July
19,
2017
Forward
Looking
Statements
All
statements,
other
than
statements
of
historical
fact,
included
in
this
presentation,
are
forward
‐
looking
statements
within
the
meaning
of
the
Private
Securities
Litigation
Reform
Act
of
1995,
Section
27A
of
the
Securities
Act
and
Section
21E
...
Show full content (46,458 chars)
Second
Quarter
2017
Investor
Call
M.
Terry
Turner,
President
and
CEO
Harold
R.
Carpenter,
EVP
and
CFO
July
19,
2017
Forward
Looking
Statements
All
statements,
other
than
statements
of
historical
fact,
included
in
this
presentation,
are
forward
‐
looking
statements
within
the
meaning
of
the
Private
Securities
Litigation
Reform
Act
of
1995,
Section
27A
of
the
Securities
Act
and
Section
21E
of
the
Exchange
Act.
The
words
"expect,"
"anticipate,"
"intend,"
"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)
deterioration
in
the
financial
condition
of
borrowers
resulting
in
significant
increases
in
loan
losses
and
provisions
for
those
losses;
(ii)
continuation
of
the
historically
low
short
‐
term
interest
rate
environment;
(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)
increased
competition
with
other
financial
institutions;
(vii)
greater
than
anticipated
adverse
conditions
in
the
national
or
local
economies
including
in
Pinnacle
Financial's markets
throughout
Tennessee,
North
Carolina,
South
Carolina
and
Virginia, particularly
in
commercial
and
residential
real
estate
markets;
(viii)
rapid
fluctuations
or
unanticipated
changes
in
interest
rates
on
loans
or
deposits;
(ix)
the
results
of
regulatory
examinations;
(x)
the
ability
to
retain
large,
uninsured
deposits;
(xi)
a
merger
or
acquisition,
like
Pinnacle
Financial's merger
with
BNC;
(xii)
risks
of
expansion
into
new
geographic
or
product
markets;
(xiii)
any
matter
that
would
cause
Pinnacle
Financial
to
conclude
that
there
was
impairment
of
any
asset,
including
intangible
assets;
(xiv)
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
or
otherwise
to
attract
customers
from
other
financial
institutions;
(xv)
further
deterioration
in
the
valuation
of
other
real
estate
owned
and
increased
expenses
associated
therewith;
(xvi)
inability
to
comply
with
regulatory
capital
requirements,
including
those
resulting
from
changes
to
capital
calculation
methodologies
and
required
capital
maintenance
levels;
(xvii)
risks
associated
with
litigation,
including
the
applicability
of
insurance
coverage;
(xviii)
the
risk
of
successful
integration
of
the
businesses
Pinnacle
Financial
has
recently
acquired
with
its
business;
(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
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
costs
as
a
result
of
increased
regulatory
oversight,
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
the
terms
of
our
agreement
with
them;
(xxiii)
the
possibility
that
the
incremental
cost
and/or
decreased
revenues
associated
with
exceeding
$10
billion
in
assets
will
exceed
current
estimates;
(xxiv)
changes
in
state
and
federal
legislation,
regulations
or
policies
applicable
to
banks
and
other
financial
service
providers,
like
BHG,
including
regulatory
or
legislative
developments;
(xxv)
the
risk
that
the
cost
savings
and
any
revenue
synergies
from
Pinnacle
Financial's merger
with
BNC
may
not
be
realized
or
take
longer
than
anticipated
to
be
realized;
(xxvi)
disruption
from
Pinnacle
Financial's merger
with
BNC
with
customers,
suppliers,
employee
or
other
business
partners
relationships;
(xxvii)
the
risk
of
successful
integration
of
Pinnacle
Financial's and
BNC's
businesses;
(xxviii)
the
amount
of
the
costs,
fees,
expenses
and
charges
related
to
Pinnacle
Financial's merger
with
BNC;
(xxix)
reputational
risk
and
the
reaction
of
the
parties'
customers,
suppliers,
employees
or
other
business
partners
to
Pinnacle
Financial's merger
with
BNC;
(xxx)
the
risk
that
the
integration
of
Pinnacle
Financial's and
BNC's
operations
will
be
materially
delayed
or
will
be
more
costly
or
difficult
than
expected;
(xxxi)
the
dilution
caused by
Pinnacle
Financial's issuance
of
additional
shares
of
its
common
stock
in
its
merger
with
BNC;
and
(xxxii)
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,
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
presentation,
which
speak
only
as
of
the
date
hereof,
whether
as
a
result
of
new
information,
future
events
or
otherwise.
Safe
Harbor
Statements
Non
‐
GAAP
Financial
Matters
This
release
contains
certain
non
‐
GAAP
financial
measures,
including,
without
limitation,
net
income,
earnings
per
diluted
share,
efficiency
ratio,
core
net
interest
margin,
noninterest
expense
and
the
ratio
of
noninterest
expense
to
average
assets
and
noninterest
expense
to
the
sum
of
net
interest
income
and
noninterest
income,
in
each
case
excluding
the
impact
of
expenses
related
to
other
real
estate
owned,
gains
or
losses
on
sale
of
investments
and
other
matters
for
the
accounting
periods
presented.
This
release
also
includes
non
‐
GAAP
financial
measures
which exclude
expenses
associated
with
Pinnacle
Bank's
mergers
with
CapitalMark Bank
&
Trust,
Magna
Bank,
Avenue
Financial
Holdings,
Inc.
and
BNC,
as
well
as
Pinnacle
Financial's and
its
bank
subsidiary's
investments
in
BHG.
This
release
may
also
contain
certain
other
non
‐
GAAP
capital
ratios
and
performance
measures.
These
non
‐
GAAP
financial
measures
exclude
the
impact
of
goodwill
and
core
deposit
intangibles
associated
with
Pinnacle
Financial's acquisitions
of
BNC,
which
Pinnacle
Financial
acquired
on
June
16,
2017,
Avenue,
which
Pinnacle
Financial
acquired
on
July
1,
2016,
Magna
Bank
which
Pinnacle
Bank
acquired
on
September
1,
2015,
CapitalMark Bank
&
Trust
which
Pinnacle
Bank
acquired
on
July
31,
2015,
Mid
‐
America
Bancshares,
Inc.
which
Pinnacle
Financial
acquired
on
November
30,
2007,
Cavalry
Bancorp,
Inc.,
which
Pinnacle
Financial acquired
on
March
15,
2006
and
other
acquisitions
which
collectively
are
less
material
to
the
non
‐
GAAP
measure.
The
presentation
of
the
non
‐
GAAP
financial
information
is
not
intended
to
be
considered
in
isolation
or
as a
substitute
for
any
measure
prepared
in
accordance
with
GAAP.
Because
non
‐
GAAP
financial
measures
presented
in
this
release
are
not
measurements
determined
in
accordance
with
GAAP
and
are
susceptible
to
varying
calculations,
these
non
‐
GAAP
financial
measures,
as
presented,
may
not
be
comparable
to
other
similarly
titled
measures
presented
by
other
companies.Pinnacle Financial
believes
that
these
non
‐
GAAP
financial
measures
facilitate
making
period
‐
to
‐
period
comparisons
and
are
meaningful
indications
of
its
operating
performance.
In
addition,
because
intangible
assets
such
as
goodwill
and
the
core
deposit
intangible,
and
the
other
items
excluded
each
vary
extensively
from
company
to
company,
Pinnacle
Financial
believes
that
the
presentation
of
this
information
allows
investors
to
more
easily
compare
Pinnacle
Financial's results
to
the
results
of
other
companies.
Pinnacle
Financial's management
utilizes
this
non
‐
GAAP
financial
information
to
compare
Pinnacle
Financial's operating
performance
for
2017
versus
certain
periods
in
2016
and
to
internally
prepared
projections.
Safe
Harbor
Statements
‐‐‐
:
Reflects
historical
operating
ranges
for
NPA/
Loans
&
OREO
and
Classified
Asset
Ratio.
Reflects
target
ranges
resulting
from
the
annual
corporate
strategic
planning
process
for
NCOs.
$19.86
$21.47
$23.39
$29.92
$46.56
Book
Value
per
Share
0.93%
0.66%
0.53%
0.55%
0.44%
NPA/
Loans
&
OREO
$4,097
$4,652
$4,994
$7,293
$15,757
Total
Deposits
(millions)
$3,925
$4,316
$4,830
$7,091
$14,759
Total
Loans
(millions)
12.75%
13.50%
15.39%
15.34%
13.58%
ROTCE
$0.42
$0.49
$0.64
$0.73
$0.80
FD
EPS
$54,949
$59,820
$71,293
$107,756
$141,684
Total
Revenues
2Q17
Summary
Results
– GAAP
Measures
Balance Sheet GrowthEarnings GrowthAsset Quality
Execution
of
fundamentals
fueled
exceptional
growth
in
key
valuation
drivers
23.3%
18.1%
19.0%
19.3%
14.2%
Classified
Asset
Ratio
0.36%
0.08%
0.16%
0.35%
0.17%
NCOs
‐‐‐
:
Reflects
historical
operating
ranges
for
NPA/
Loans
&
OREO
and
Classified
Asset
Ratio.
Reflects
target
ranges
resulting
from
the
annual
corporate
strategic
planning
process
for
NCOs.
*:
excluding
merger
‐
related
charges
$12.78
$14.53
$16.56
$19.58
$22.58
Tangible
Book
Value
per
Share
12.72%
13.50%
15.44%
15.64%
14.19%
ROTCE*
$0.42
$0.49
$0.64
$0.75
$0.84
FD
EPS*
$4,097
$4,652
$4,994
$7,293
$15,757
Total
Deposits
(millions)
$3,925
$4,316
$4,830
$7,091
$14,759
Total
Loans
(millions)
$54,949
$59,820
$71,293
$107,756
$141,684
Total
Revenues
2Q17
Summary
Results
–Non
‐
GAAP
Measures
Balance Sheet Growth
Earnings Growth
Asset Quality
Execution
of
fundamentals
fueled
exceptional
growth
in
key
valuation
drivers
0.36%
0.08%
0.16%
0.35%
0.17%
NCOs
23.3%
18.1%
19.0%
19.3%
14.2%
Classified
Asset
Ratio
0.93%
0.66%
0.53%
0.55%
0.44%
NPA/
Loans
&
OREO
6
‐‐‐
:
Reflects
targets
resulting
from
the
annual
corporate
strategic
planning
process
for
the
then
current
period.
Pinnacle
delivers
against
lofty
strategic
targets
2Q17
Summary
Results
– GAAP
Measures
0.00%0.20%0.40%0.60%0.80%1.00%1.20%1.40%1.60%
ROAA
3.30%3.40%3.50%3.60%3.70%3.80%3.90%4.00%
Net
Interest
Margin
0.70%0.80%0.90%1.00%1.10%1.20%1.30%1.40%
Noninterest
Income
/
Average
Assets
2.00%2.20%2.40%2.60%2.80%3.00%3.20%
Noninterest
Expense
/
Average
Assets
0.00%0.05%0.10%0.15%0.20%0.25%0.30%0.35%0.40%0.45%0.50%
Net
Chargeoff
Ratio
7
(1)
‐
Calculation
excludes
net
gains
and
losses
on
the
sale
of
investment
securities
and
in
the
second
quarter
of
2013
noncredit
related
loan
losses
(2)
‐
Calculation
excludes
OREO
expense,
FHLB
prepayment
charges
and
merger
‐
related
charges.
Noninterest
expense
for
2Q13
includes
the
impact
of
the
reversal
of
a
$2.0
million
allowance
for
off
‐
balance
sheet
commitments
‐‐‐
:
Reflects
targets
resulting
from
the
annual
corporate
strategic
planning
process
for
the
then
current
period.
Pinnacle
delivers
against
lofty
strategic
targets
2Q17
Summary
Results
–Non
‐
GAAP
Measures
0.93%
1.10%
1.21%
1.44%
1.36%
1.35%
0.00%0.20%0.40%0.60%0.80%1.00%1.20%1.40%1.60%
ROAA
3.76%
3.77%
3.71%
3.65%
3.72%
3.68%
3.30%3.40%3.50%3.60%3.70%3.80%3.90%4.00%
Net
Interest
Margin
0.81%
0.93%
0.89%
1.24%
1.41%
1.05%
0.70%0.80%0.90%1.00%1.10%1.20%1.30%1.40%
Noninterest
Income
/
Average
Assets
(1)
2.56%
2.27%
2.38%
2.31%
2.37%
2.06%
2.00%2.10%2.20%2.30%2.40%2.50%2.60%2.70%
Noninterest
Expense
/
Average
Assets
(2)
0.28%
0.36%
0.08%
0.16%
0.35%
0.17%
0.00%0.05%0.10%0.15%0.20%0.25%0.30%0.35%0.40%0.45%0.50%
Net
Chargeoff
Ratio
PNFP
continued
the
infrastructure
build
in
2Q17
to
support
future
rapid
growth
1. Pinnacle
/
BNC
merger
update
•
Jan.
22
– Announcement
of
transaction
•
Apr.
6
–Regulatory
approvals
obtained
•
June
12
– Shareholder
meetings
anticipated
•
June
16
–Merger
close
•
September
–BNCN
brand
conversion
to
Pinnacle
•
November
–Legacy
Pinnacle
systems
conversion
•
Year
End
– Combining
of
PNFP
&
BNC
data
files
•
Early
2018
–Synergy
case
fully
deployed
2. Aggressive
hiring
plan– Added
33
revenue
producers
to
our
roster,
of
which
14
were
in
the
BNC
markets.
3. Net
loan
growth
strong
–2Q17
net
loan
growth
of
$478
mm
for
PNFP
and
$190
mm for
BNC,
excluding
fair
value
adjustments
2Q17
Summary
Results
8
9
Loan
and
Deposit
Growth
are
Keys
to
Earnings
Growth
Strong
performance
continues
in
both
total
revenues
and
revenues
per
share
$1.31
$2.64
$
‐
$0.50
$1.00
$1.50
$2.00
$2.50
$3.00
$
‐
$25
$50
$75
$100
$125
$150
Revenues per diluted WAVG share
Total Revenues
(000's)
Fee
income
NII
Total
revenue
per
share
10
Linked
‐
quarter
loan
growth
remains
strong
as
yields
increase
$3,191
$3,212
$3,207
$3,262
$3,280
$3,403
$3,489
$3,580
$3,682
$3,845
$3,932
$3,981
$4,130
$4,251
$4,358
$4,436
$4,625
$4,737
$5,690
$6,458
$6,742
$6,998
$8,233
$8,357
$8,558
$9,817
4.88%
4.66%
0.00%1.00%2.00%3.00%4.00%5.00%
$
‐
$2,000
$4,000
$6,000
$8,000
$10,000
Loan Yields
Average Loans
(millions)
Avg.
Loans
Loan
Yields
Loan
and
Deposit
Growth
are
Keys
to
Earnings
Growth
11
Average
deposit
balances
grew
$1.3
billion
in
2Q17
$3,772
$3,723
$3,700
$3,642
$3,597
$3,636
$3,706
$3,883
$3,950
$3,963
$4,199
$4,408
$4,510
$4,519
$4,655
$4,758
$4,792
$4,885
$5,898
$6,787
$7,037
$7,093
$8,454
$8,791
$9,099
$10,394
0.25%
1.25%
1.01%
0.42%
0.00%0.20%0.40%0.60%0.80%1.00%1.20%1.40%1.60%1.80%2.00%
$
‐
$1,000
$2,000
$3,000
$4,000
$5,000
$6,000
$7,000
$8,000
$9,000
$10,000
$11,000
Avg. Deposits
(millions)
Avg.
Deposits
Fed
Funds
Target
Cost
of
Deposits
Loan
and
Deposit
Growth
are
Keys
to
Earnings
Growth
12
Fee
businesses
produce
another
strong
quarter
–Up
20.5%
year
‐
over
‐
year
2Q17
1Q17
4Q16
3Q16
2Q16
Service
charges
$4,179
$3,856
$3,850
$3,778
$3,430
Investment
services
3,110
2,822
3,320
2,592
2,500
Insurance
commissions
1,461
1,859
1,178
1,233
1,193
Gain
on
mortgage
loans
sold,
net
4,668
4,155
2,869
5,097
4,221
Trust
fees
1,677
1,705
1,734
1,523
1,492
Income
from
equity
method
investment
8,755
7,823
8,136
8,475
9,644
Other:
Securities
gains
(losses)
‐‐
395
‐‐
Interchange
and
other
consumer
fees
7,558
6,151
6,171
6,464
5,768
Bank
‐
owned
life
insurance
1,395
1,099
952
955
878
Loan
swap
fees
336
261
495
859
1,780
Other
1,918
651
1,643
716
1,807
Total
noninterest
income
$35,057
$30,382
$30,743
$31,692
$32,713
Total
Assets
(Quarterly
Average)
$13,335,359
$11,421,654
$11,037,
557
$10,883,546
$9,305,941
Noninterest
income/Average
Assets
1.05%
1.08%
1.11%
1.16%
1.41%
Fee
Businesses
also
Contribute
to
Earnings
Growth
13
2Q17
expenses
remain
inside
strategic
targets
2Q17
1Q17
4Q16
3Q16
2Q16
Salaries
and
benefits
$43,676
$38,352
$37,994
$36,053
$34,254
Equipment
and
occupancy
10,713
9,675
9,228
9,401
8,312
Other
real
estate
owned
63
252
44
17
222
Marketing
and
business
development
2,127
1,879
2,386
1,350
1,538
Postage
and
supplies
1,122
1,196
1,000
922
1,050
Intangible
amortization
1,472
1,196
1,137
1,425
847
Merger
related
expense
3,221
672
3,264
5,672
980
Other
expenses
9,404
8,831
7,712
8,686
8,727
Total
noninterest
expense
$71,798
$62,053
$62,765
$63,526
$55,931
Efficiency
ratio
50.7%
52.1%
52.2%
53.7%
51.9%
Expense/Total
Average
Assets
2.16%
2.20%
2.26%
2.32%
2.42%
Core
noninterest
expense
**
$68,514
$61,130
$59,457
$57,837
$54,729
Core
efficiency
ratio
48.4%
51.3%
49.6%
48.9%
50.8%
Core
Noninterest
Expense
**
/Total
Average
Assets
2.06%
2.17%
2.14%
2.11%
2.37%
**
Excludes
the
impact
of
OREO
expense
and
merger
related
expenses
PNFP
Focuses
on
Strategic
Expense
Management
$19.86
$21.47
$23.39
$29.92
$46.56
GAAP
‐
Book
Value
per
Share
$12.78
$14.53
$16.56
$19.58
$22.58
Non
‐
GAAP
–TBV
per
Share
14
BNC
Tangible
Book
Value
Accretion
Exceeds
Target
Total
equity
Intangibles Tangible
equity Shares
issued TE/Shares
Dec
2016
equity
1,496,696
$
(566,698)
$
929,998
$
46,359
20.06
$
Jan.
2017
common
issuance
192,194
‐
192,194
3,220
59.69
$
BNC
equity
issuance
1,847,833
(1,297,720)
550,113
27,687
19.87
$
Impact
of
BNC
to
TBV
2,040,027
(1,297,720)
742,307
30,907
24.02
$
1H17
net
income
82,740
‐
82,740
1H17
dividends
(14,050)
‐
(14,050)
1H17
other
9,914
2,712
12,626
380
June
equity
3,615,327
$
(1,861,705)
$
1,753,621
$
77,647
22.58
$
Key
Transaction
Impacts
to
PNFP
(1)
2018E
EPS
Accretion
~
10%
IRR
~
20%
Initial
Tangible
Book
Value
Accretion
~
5%
Tangible
Book
Value
Earnback
Period
n/a
As
of
December
31,
2016
Pro
Forma
PNFP
BNCN
@
7/1/2017
(1)
Capital
Ratios
TCE
/
TA
8.8%
9.0%
9.3%
Leverage
Ratio
8.6%
10.1%
9.0%
Common
Equity
Tier
I
Ratio
7.9%
10.5%
9.5%
Tier
I
Ratio
8.6%
11.2%
9.5%
Total
Risk
‐
based
Capital
Ratio
11.9%
13.0%
12.5%
Loan
Concentration
Ratios
C&D
/
Total
Capital
75%
85%
77%
CRE
/
Total
Capital
240%
338%
272%
15
Updated
6/30/17
9.2%
14.5%
9.5%9.5%
12.6%
85%
286%
On Track
BNC
Tangible
Book
Value
Accretion
Exceeds
Target
80%
85%
77%
286%
338%
272%
16
The
Path
Forward
“What’s
past
is
prologue.”
Source: 2017 Greenwich Associates
Market Tracking Pr
ogram Q1 2017 – Pinnacle Financial ($1-500MM)
Pinnacle
Regional
A
Regional
B
Regional
C
National
A
0%
10%20%30%
35%
45%
55%
65%
75%
85%
Client
Penetration
Excellent
Client
Satisfaction
Nashville
Knoxville
Pinnacle
Regional
A
Regional
B
Regional
C
National
A
0%
10%20%30%
25%
35%
45%
55%
65%
Client
Penetration
Excellent
Client
Satisfaction
Chattanooga
Memphis
Pinnacle
Regional
A
Regional
B
Regional
C
National
A
0%
10%20%30%
35%
40%
45%
50%
55%
60%
65%
70%
Client
Penetration
Excellent
Client
Satisfaction
Pinnacle
Regional
A
Regional
B
Regional
C
National
A
0%
10%20%30%40%
35%
45%
55%
65%
75%
85%
Client
Penetration
Excellent
Client
Satisfaction
Extraordinary
Growth
Potential
on
the
Path
Forward
PNFP
has
a
competitive
advantage
to
take
share
from
large
regionals
18
PNFP
is
getting
great
traction
in
recent
market
extensions
Market
At
6/30/17
At
12/31/16
At
12/31/15
YTD Annualized
Growth
Loans
(000’s)
Memphis
875
736
458
37.8%
Chattanooga
922
800
708
30.5%
Core
Deposits
(000’s)
Memphis
716
661
385
16.6%
Chattanooga
673
559
505
40.8%
Revenue
Producers
Memphis
52
47
40
21.3%
Chattanooga
38
34
23
23.5%
Extraordinary
Growth
Potential
on
the
Path
Forward
Note: Cross-hairs are set at the mean for market penetr
ation (Y-axis) and excellent c
lient satisfaction (X-axis).
Question: Using a 5-point scale, from "1" poor to "5" excellent, how
do you rate your overall satisfaction with the bank? Which
other banks, non-banks, credit
unions, or financial institutions does your company currently use for any product?Source: 2016 Greenwich Associates Mar
ket Tracking Program
(Bank of North Carolina - $1-500MM - Full Year 2016).
Extraordinary
Growth
Potential
on
the
Path
Forward
BNC
is
the
perfect
platform
for
Pinnacle
–the
cream
of
the
crop
Large
Regional
A
National
A
Large
Regional
B
National
B
Bank
of
North
Carolina
0%
40%
45%
Client
Penetration
Excellent
Client
Satisfaction
Small
Regional
A
Small
Regional
B
75%
19
Note: Geographic segment used for
Bank of North Carolina data is total North Ca
rolina. A score of 1 re
presents the highest rank
ing among the peer group.
Source: 2016 Greenwich Associates Mar
ket Tracking Program
(Bank of North Carolina
- $1-500MM – Full Year 2016).
Bank of North Carolina Performance
Top Drivers of Overall Satisfaction
Full Year 2016
Large
Regional
Bank A
Ranking
National
Bank A
Ranking
Large
Regional
Bank B
Ranking
National
Bank B
Ranking
Bank of
North
Carolina
Overall Satisfaction
3425
1
(69%)
Responsiveness and Prompt Follow-up on Requests
3425
1
(90%)
Bank You Can Trust
3425
1
(88%)
Ease of Doing Business
3425
1
(81%)
Values Long-Term Relationships
3425
1
(79%)
Likely to Recommend
3425
1
(76%)
Extraordinary
Growth
Potential
on
the
Path
Forward
North
Carolina’s
competitive
landscape
is
tailor
made
for
PNFP’s
strategy
20
21
Associate
engagement
at
BNC
is
“job
1”
Extraordinary
Growth
Potential
on
the
Path
Forward
•
234
former
BNC
Associates
have
attended
as
of
6/30
•
Over
80%
of
all
retained
associates
will
attend
by
year
end
•
85%
of
participants
gave
the
Pinnacle
orientation
a
top
box
rating!
22
BNC
associate
engagement
is
in
fact
occurring
Extraordinary
Growth
Potential
on
the
Path
Forward
“
The
whole
orientation
made
me
excited
about
being
an
employee
and
making
this
firm
successful!”“
Fantastic!
Definitely
has
aided
with
BNC
converting
to
the
Pinnacle
culture
.”
“
Rick
did
an
excellent
job
of
explaining
how
and
why
the
merger
with
Pinnacle
was
facilitated.
I
think
the
associates
will
be
better
equipped
to
talk
to
the
clients
in
BNC
markets
now
to
support
the
company
going
forward
.”
“
Just
flat
‐
out
excited.
Thanks
!”
“
It
is
evident
Terry
(and
the
entire
team)
live,
eat,
breathe
and
believe
in
the
values!”
“
Best
2
day
training/orientation
I’ve
attended
in
33
years
of
banking!”
“
Absolutely
excellent.
I
am
convinced
that
senior
management
is
sincere
and
dedicated.
They
practice
what
they
preach.”
“Excited
to
take
this
back
to
my
team.
Amazed
the
CEO
spends
this
much
time
with
the
associates.”“
Loved
it
all.
Exactly
what
I
needed
to
understand
exactly
where
we
want
to
go
and
how
we
will
get
there
.”
Source: Associate surveys from PNFP’s 3-day Associate Orientation sessions
23
The
BNC
integration
overall
is
on
‐
track
and
highly
accretive
Extraordinary
Growth
Potential
on
the
Path
Forward
•
Cultural
integration
is
well
underway
•
The
system
integration
schedule
has
been
expedited
•
~
$40
million
in
cost
take
‐
outs
in
2018
are
still
on
track
•
Potential
revenue
synergies
are
meaningful
•
Hiring
thrust
is
strong
and
building
Extraordinary
Growth
Potential
on
the
Path
Forward
24
High
growth
urban
markets
across
the
Southeast
provide
further
opportunity
De
novo
Sizing
•
Nashville,
Knoxville
experience
–
Approximately
$2.0
million
in
cumulative
losses
prior
to
break
‐
even
–
Approximately
12
‐
18
months
to
break
‐
even
•
Key
management
with
capacity
to
build
$2.0
billion
bank
–no
LPO
•
15
‐
20
associates
in
initial
hiring
phase
M&A
Criteria
•
At
least
$1
billion
in
assets
•
Commercial
thrust
•
Management
continuation
•
Sustainable
core
profitability
•
Capacity
to
achieve
mass
in
market
•
3
‐
5%
EPS
accretion
in
first
full
year
25
Opportunities
likely
exist
for
de
novo
or
merger
related
expansion
Extraordinary
Growth
Potential
on
the
Path
Forward
26
PNFP
is
focused
on
rapid
growth
across
the
Southeast
1. Continuation
of
current
high
growth,
high
profit
plan
2. Explore
expansion
to
other
high
growth
southeastern
markets
Long
‐
Term
Shareholder
Value
Q&A
–
Second Quarter 2017 Investor Call
Supplemental
Information
28
Chart
•
Balance
Sheet
29
•
Asset
Quality
36
•
Income
Statement
40
•
Pinnacle
Financial
Partners
profile
47
Balance
Sheet
Supplemental
Information
29
Loan
portfolio
is
well
diversified
30
Amts.
2Q17
%’s(*)
2Q17
Amts.
1Q17
%’s(*)
1Q17
Amts.
2Q16
%’s(*)
2Q16
Amts.
2Q15
%’s(*)
2Q15
C&D and Land
$1,772.8
12.0%
$1,015.1
11.8%
$816.7
11.5%
$372.0
7.7%
Consumer RE
2,552.9
17.3%
1,196.4
13.8%
1,068.6
15.1%
740.6
15.3%
CRE – Owner Occ.
2,368.7
16.0%
1,399.5
16.2%
1,120.1
15.8%
807.0
16.7%
CRE – Investment
3,357.1
22.8%
1,386.4
16.0%
1,066.6
15.0%
672.6
13.9%
Other RE loans (Multi-Family)
661.6
4.5%
395.7
4.6%
280.5
4.0%
192.2
4.0%
Total real estate
10,713.1
72.6%
5,393.1
62.4%
4,352.5
61.4%
2,784.4
57.6%
C&I
3,688.4
25.0%
2,980.8
34.5%
2,492.0
35.1%
1,819.6
37.7%
Other loans
357.3
2.4%
268.1
3.1%
246.9
3.5%
226.4
4.7%
Total loans
$14,758.8
100.0%
$8,642.0
100.0%
$7,091.4
100.0%
$4,830.4
100.0%
(*)
as
a
percentage
of
total
loans
Balance
Sheet
(*)
as
a
percentage
of
total
loans
31
Construction
portfolio
reflects
discipline
Amounts
2Q17
%’s(*)
2Q17
Amts.
1Q17
%’s(*)
1Q17
Amts.
2Q16
%’s(*)
2Q16
Amts.
2Q15
%’s(*)
2Q15
Residential
–Spec
$243.0
1.6%
$200.7
2.3%
$128.9
1.8%
$48.4
1.0%
Residential
–Custom
153.3
1.0%
96.9
1.1%
92.6
1.3%
44.9
0.9%
Residential
– Condo
11.8
0.1%
5.6
0.1%
11.3
0.2%
3.3
0.1%
Commercial
Construct.
894.9
6.1%
429.8
5.0%
319.5
4.5%
154.2
3.2%
Land
Dev– Residential
182.7
1.2%
111.2
1.3%
80.3
1.1%
72.8
1.5%
Land
Dev
– Commercial
186.6
1.3%
167.4
2.0%
181.8
2.6%
47.3
1.0%
Land
Dev
‐
BNC
Resi/Com.
Combined
54.9
0.4%
‐
‐
‐‐ ‐‐
Land
–Unimproved
45.6
0.3%
3.5
0.0%
2.2
0.0%
1.0
0.0%
Total
C&D
$1,772.8
12.0%
$1,015.1
11.8%
$816.6
11.5%
$371.9
7.7%
Balance
Sheet
Balance
Sheet
The
C&I
loan
portfolio
is
highly
diversified
32
NAICS
Sector Description
2Q17
1Q17
2Q16
Accommodation
and
Food
Services
3.75%
3.90%
3.91%
Admin.
and
Support
and
Waste
Mgmt &
Remediation
2.54%
2.69%
2.83%
Agriculture,
Forestry,
Fishing
and
Hunting
0.18%
0.12%
0.11%
Arts,
Entertainment,
and
Recreation
1.43%
1.77%
1.13%
Construction
5.52%
4.40%
4.51%
Consumer
8.45%
6.09%
7.01%
Educational
Services
2.19%
1.72%
1.73%
Finance
and
Insurance
11.34%
11.65%
10.03%
Health
Care
and
Social
Assistance
11.15%
11.40%
13.56%
Information
3.68%
4.38%
2.05%
Management
of
Companies
and
Enterprises
0.57%
0.53%
0.22%
Manufacturing
8.15%
7.59%
7.36%
Mining,
Quarrying,
and
Oil
and
Gas
Extraction
0.30%
0.31%
0.01%
Other
Services
(except
Public
Administration)
2.34%
2.21%
2.29%
Professional,
Scientific,
and
Technical
Services
4.37%
4.72%
3.40%
Public
Administration
2.58%
2.95%
3.22%
Real
Estate
and
Rental
and
Leasing
9.82%
10.27%
11.59%
Retail
Trade
6.79%
8.20%
8.13%
Transportation
and
Warehousing
6.37%
6.67%
8.03%
Utilities
0.09%
0.04%
0.05%
Wholesale
Trade
8.38%
8.38%
8.83%
Total
C&I
Portfolio
100.00%
100.00%
100.00%
Balance
Sheet
33
PNFP
remains
focused
on
relationship
funding
6/30/2017
Percent
12/31/2016
Percent
Core
Funding:
Non
‐
interest
bearing
deposits
$3,893,603
22.70%
$2,399,191
24.99%
Interest
‐
bearing
deposits
2,480,791
14.46%
1,737,996
18.10%
Money
Market
accounts
5,891,973
34.35%
3,185,186
33.17%
Time
deposits
less
than
$250,000
1,263,030
7.36%
512,599
5.34%
Total
Core
Funding
13,529,398
78.87%
7,834,973
81.60%
Relationship
based
non
‐
core
funding:
Reciprocal
NOW
deposits
50,451
0.29%
70,336
0.73%
Reciprocal
MMDA
deposits
767,994
4.48%
529,744
5.52%
Time
deposits
Reciprocal
time
deposits
113,161
0.66%
58,838
0.61%
Other
time
deposits
382,698
2.23%
198,689
2.07%
Securities
sold
under
agreements
to
repurchase
205,008
1.20%
85,707
0.89%
Total
relationship
based
non
‐
core
funding
1,519,312
8.86%
943,314
9.82%
Wholesale
funding:
Brokered
deposits
913,773
5.33%
66,727
0.69%
FHLB
advances
725,230
4.23%
406,304
4.23%
Sub
Debt
and
other
funding
465,419
2.71%
350,768
3.65%
Total
wholesale
funding
2,104,423
12.27%
823,799
8.58%
Total
non
‐
core
funding
3,623,735
21.13%
1,767,113
18.40%
Totals
$17,153,133
100.00%
$9,602,086
100.00%
34
Balance
Sheet
The
securities
book
yields
increase
in
2Q17
3.58%
2.51%
20.75%
13.49%
0.00%5.00%10.00%15.00%20.00%25.00%30.00%35.00%40.00%
0.00%0.50%1.00%1.50%2.00%2.50%3.00%3.50%4.00%
Bond
Yields
%
of
Avg.
Assets
Conservative
bond
portfolio
Balance
Sheet
35
Portfolio:
June
30,
2017
Total
Investments
$2.448
billion
Unrealized
Gain
(Loss)
$
(9.7)
million
QTD
Purchases
$
275.0
million
QTD
Sales
$
2.1
million
Duration
Avg
Yield
–TE
2Q17
3.3%
2.5%
1Q17
3.4%
2.4%
4Q16
3.2%
2.3%
3Q16
2.8%
2.3%
2Q16
2.4%
2.5%
1Q16
2.7%
2.6%
4Q15
3.0%
2.5%
0.0%
2.7%
59.1%
7.8%
7.8%
22.6%
Agency
Corporates
MBS
Asset
Backed
CMOs
Municipals
As
of
6/30/2017
Book
Yield
Effective
Duration
Agency
1.50%
2.42%
Asset
Backed
2.63%
.15%
Corporates
4.68%
4.51%
CMOs
1.97%
1.64%
MBS
2.26%
3.29%
Municipals
3.94%
5.01%
Total
2.51%
3.34%
●
Investment
portfolio
at
$2.448
billion,
up
$843
million
vs
Q1
due
primarily
to
acquisition
of
BNC
●
Duration
steady
in
low
3%
range
●
Investments
to
Total
Assets
of
11.7%
Asset
Quality
Supplemental
Information
36
37
Past
due
loans
remain
very
low
(*) > 30 days past due(**) includes purchase credit impaired loans
(000’s)
June
30,
2017
As
a
%
of
total
loans
Mar.
31,
2017
As
a
%
of
total
loans
June
30,
2016
As
a
%
of
total
loans
Past Due
Loans
(*)
Nonaccrual loans**
$17,602
0.12%
$10,011
0.12%
$9,689
0.14%
Accruing
loans
28,893
0.20%
14,684
0.17%
23,731
0.33%
Total
past due
$46,495
0.32%
$24,695
0.29%
$33,420
0.47%
Asset
Quality
38
NPLs
and
loans
>90
days
past
due
&
accruing
remain
very
low
(000’s)
PNFP
NPLs
and
>90
days
June
30,
2017
As
a
%
of
total loans
Mar.
31,
2017
As
a
%
of
total loans
June
30,
2016
As
a
%
of
total loans
Const.
and
land
development
$3,873
0.03%
$4,112
0
.05%
$7,112
0.10%
Consumer
RE
18,564
0.13%
8,857
0.10%
8,062
0.11%
CRE
–Owner
Occupied
5,545
0.04%
3,401
0.04%
4,663
0.07%
CRE
– Investment
4,571
0.03%
649
0.01%
521
0.01%
Total
real
estate
32,553
0.23%
17,019
0
.20%
20,358
0.29%
C&I
8,280
0.06%
7,258
0.08%
11,918
0.17%
Other
1,076
0.01%
1,884
0.02%
3,133
0.04%
Total
loans
$41,909
0.30%
$26,161
0.30%
$35,409
0.50%
NPLs
Expressed
as
a
%
of
Total
Loans
within
each
Category
Asset
Quality
39
Asset
Quality
Classified
assets
remain
low
(in
thousands)
Balances
June
30,
2017
Balances
Dec.
31,
2016
Balances
June
30,
2016
Classified
loans
and
ORE:
‐
Substandard
commercial
loans
$230,216
$148,460
$132,579
‐
Doubtful
commercial
loans
832
1
87
‐
Other
impaired
loans
19,854
9,820
11,398
‐
90
days
past
due
and
accruing
(*)
1,691
1,134
1,623
‐
Other
real
estate
24,806
6,090
5,006
‐
Other
repossessed
assets
348
‐
177
Total
$277,747
$165,505
$150,870
Pinnacle
Bank
classified
asset
ratio
14.2%
16.4%
19.3%
(*) Includes loans 90 days past due and accruing not included elsewhere
Income
Statement
Supplemental
Information
40
Income
Statement
Mortgage
volumes
strong
in
2Q17
41
0.00%1.00%2.00%3.00%4.00%5.00%6.00%
0
50,000
100,000150,000200,000250,000
Purchase
Money
Refinance
Gross
fees
as
a
%
of
loans
originated
Income
Statement
42
2Q17
1Q17
4Q16
3Q16
2Q16
Net
interest
income
$106,627
$88,767
$89,413
$86,635
$75,044
Total
noninterest
income
$35,057
$30,382
$30,743
$31,692
$32,713
Less:
Securities
gains
‐‐
(395)
‐‐
Noninterest
income,
excluding
investment
gains
on
sales
of
securities,
net
$35,057
$30,382
$30,347
$31,692
$32,713
Total
noninterest
expense
$71,798
$62,054
$62,765
$63,526
$55,931
Less:
ORE
expenses
63
252
44
17
222
Merger
‐
related
charges
3,221
672
3,264
5,672
980
Noninterest
expense,
excluding
the
impact
of
ORE
expense
and
merger
‐
related
charges
$68,514
$61,130
$59,457
$57,837
$54,729
Adjusted
pre
‐
tax
pre
‐
provision
income
$73,170
$58,019
$60,304
$60,490
$53,028
Efficiency
ratio
50.7%
52.1%
52.2%
53.7%
51.9%
Adjustment
due
to
securities
gains,
ORE
expense
and
merger
‐
related
charges
(2.3%)
(0.8%)
(2.6%)
(4.8%)
(1.1%)
Core
Efficiency
ratio**
48.4%
51.3%
49.6%
48.9%
50.8%
Reconciliation
of
Non
‐
GAAP
measures
**:
Excluding
ORE
expense,
merger
‐
related
charges
and
securities
gains
and
losses
Income
Statement
43
2Q17
1Q17
4Q16
3Q16
2Q16
Total
non
‐
interest
income
$35,057
$30,382
$30,743
$31,692
$32,713
Less:
Securities
gains
‐‐
(395)
‐‐
Noninterest
income,
excluding
the
impact
of
net
gains
on
sale
of
investment
securities
$35,057
$30,382
$30,347
$31,692
$32,713
Total
noninterest
expense
$71,798
$62,054
$62,765
$63,526
$55,931
Less:
ORE
expenses
63
252
44
17
222
Merger
‐
related
charges
3,221
672
3,264
5,672
980
Noninterest
expense,
excluding
ORE
expense
and
merger
‐
related
charges
$68,514
$61,130
$59,457
$57,837
$54,728
Adjusted
pre
‐
tax
pre
‐
provision
income
$73,170
$58,019
$60,304
$60,490
$53,028
Total
Assets
(Quarterly
Average)
$13,335,359
$11,421,654
$11,037,557
$10,883,546
$9,305,941
Noninterest
income/
Average
assets
1.05%
1.08%
1.11%
1.16%
1.41%
Adjustment
due
to
gains
on
sale
of
investment
securities
‐‐‐‐‐
Noninterest
income,
excluding
the
impact
of
net
gains
on
sale
of
investment
securities/Average
Assets
1.05%
1.08%
1.11%
1.16%
1.41%
Noninterest
expense/
Average
assets
2.16%
2.20%
2.26%
2.32%
2.42%
Adjustment
due
to
ORE
expense
and
merger
‐
related
charges
(0.10%)
(0.03%)
(0.12%)
(0.21%)
(0.05%)
Noninterest
expense,
excluding
ORE
expense
and
merger
‐
related
charges/
Average
Assets
2.06%
2.17%
2.14%
2.11%
2.37%
Reconciliation
of
Non
‐
GAAP
measures
Income
Statement
44
2Q17
1Q17
4Q16
3Q16
2Q16
Net
income
$43,086
$39,653
$36,097
$32,376
$30,787
Merger
‐
related
charges
3,221
672
3,264
5,672
980
Tax
effect
on
merger
‐
related
charges
(1,264)
(264)
(1,281)
(2,225)
(385)
Net
income
less
merger
‐
related
charges
$45,043
$40,061
$38,080
$35,823
$31,382
Basic
earnings
per
share
$0.81
$0.83
$0.79
$0.71
$0.75
Adjustment
to
basic
earnings
per
share
due
to
merger
‐
related
charges
0.04
0.01
0.05
0.08
0.01
Basic
earnings
per
share
excluding
merger
‐
related
charges
$0.85
$0.84
$0.84
$0.79
$0.76
Diluted
earnings
per
share
$0.80
$0.82
$0.78
$0.71
$0.73
Adjustment
to
diluted
earnings
per
share
due
to
merger
‐
related
charges
0.04
0.01
0.05
0.07
0.02
Diluted
earnings
per
share
excluding
merger
‐
related
charges
$0.84
$0.83
$0.83
$0.78
$0.75
Book
value
per
share
$46.56
$34.61
$32.28
$31.97
$29.92
Adjustment
due
to
goodwill,
core
deposit
and
other
intangible
assets
(23.98)
(11.36)
(12.22)
(12.28)
(10.34)
Tangible
book
value
per
share
$22.58
$23.25
$20.06
$19.69
$19.58
Reconciliation
of
Non
‐
GAAP
measures
Income
Statement
45
Reconciliation
of
Non
‐
GAAP
measures
2Q17
1Q17
4Q16
3Q16
2Q16
Net
income
$43,086
$39,653
$36,097
$32,376
$30,787
Merger
‐
related
charges
3,221
672
3,264
5,672
980
Tax
effect
on
merger
‐
related
charges
(1,264)
(264)
(1,281)
(2,225)
(385)
Net
income
less
merger
‐
related
charges
$45,043
$40,061
$38,080
$35,823
$31,382
Average
stockholders’
equity
$2,057,505
$1,723,075
$1,493,684
$1,442,440
$1,247,762
Less:
Average
goodwill
(760,646)
(551,548)
(551,042)
(541,153)
(431,155)
Average
core
deposit
and
other
intangible
assets
(23,957)
(14,674)
(15,724)
(11,296)
(9,367)
Net
average
tangible
common
equity
$1,272,902
$1,090,850
$926,918
$889,991
$807,240
Return
on
average
common
equity
8.40%
9.70%
9.61%
8.93%
9.92%
Adjustment
due
to
goodwill,
core
deposit
and
other
intangible
assets
5.18%
5.04%
5.88%
5.54%
5.42%
Return
on
average
tangible
common
equity
13.58%
14.74%
15.49%
14.47%
15.34%
Adjustment
due
to
merger
related
charges
0.61%
0.15%
0.85%
1.54%
0.30%
Return
on
average
tangible
common
equity
(excluding
merger
‐
related
charges)
14.19%
14.89%
16.34%
16.01%
15.64%
Total
average
assets
$13,335,359
$11,421,654
$11,037,555
$10,883,546
$9,305,941
Income
Statement
46
Reconciliation
of
Non
‐
GAAP
measures
2Q17
1Q17
4Q16
3Q16
2Q16
Net
income
$43,086
$39,653
$36,097
$32,376
$30,787
Merger
‐
related
charges
3,221
672
3,264
5,672
980
Tax
effect
on
merger
‐
related
charges
(1,264)
(264)
(1,281)
(2,225)
(385)
Net
income
less
merger
‐
related
charges
$45,043
$40,061
$38,080
$35,823
$31,382
Average
assets
$13,335,359
11,421,654
11,037,555
10,883,547
9.305.941
Less:
Average
goodwill
(760,646)
(551,548)
(551,042)
(541,153)
(431,155)
Average
core
deposit
and
other
intangible
assets
(23,957)
(14,674)
(15,724)
(11,296)
(9,367)
Net
average
tangible
assets
$12,550,756
10,855,432
10,470,789
10,331,098
8,665,419
Return
on
average
assets
1.30%
1.41%
1.30%
1.18%
1.33%
Adjustment
due
to
goodwill,
core
deposit
and
other
intangible
assets
0.08%
0.06%
0.08%
0.08%
0.06%
Return
on
average
tangible
assets
1.38%
1.47%
1.38%
1.26%
1.39%
Adjustment
due
to
merger
related
charges
0.06%
0.01%
0.08%
0.13%
0.03%
Return
on
average
tangible
assets
(excluding
merger
‐
related
charges)
1.44%
1.48%
1.46%
1.39%
1.42%
Total
average
assets
$13,335,359
$11,421,654
$11,037,555
$10,883,546
$9,305,941
Pinnacle
Financial
Partners
Profile
Supplemental
Information
47
PNFP
Profile
48
Nashville
‐
Davidson
‐
Rutherford
MSA
Knoxville MSA
Top
10
Market
Share
Rank
Holding
Company
Market
Share
6/30/16
Market
Share
6/30/00
(1)
Change
in
Share
Top
10
Market
Share
Rank
Holding
Company
Market
Share
6/30/16
Market
Share
6/30/07
(1)
Change
in
Share
3
Pinnacle
Financial
Partners
11.81%
1.74%
10.07%
6
Pinnacle
Financial
Partners
5.26%
0.03%
5.23%
6
Franklin Financial
Network
Inc.
4.53%
‐
4.53%
7Bank
of
America
Corp.
3.80%
2.00%
1.80%
1
Bank
of
America
Corp
16.13%
14.59%
1.54%
10
Mountain
Commerce
Bancorp,
Inc.
1.78%
0.00%
1.78%
5FirstHorizon
National
Corp.
6.51%
5.13%
1.38%
1
SunTrust Banks
Inc.
17.86%
16.19%
1.67%
8
Wilson Bank
Holding
Co.
3.30%
2.34%
0.96%
9Clayton
HC
Inc.
2.32%
1.10%
1.22%
10
Wells Fargo
&
Co.
2.80%
2.05%
0.75%
5
BB&T
Corp.
6.46%
6.19%
0.27%
9
Fifth Third
Bancorp
2.91%
2.29%
0.62%
4Home
Federal
Bank
of
TN
9.91%
10.87%
(0.96%)
7U.S.Bancorp
3.52%
7.35%
(3.83%)
8United
Community
Banks
Inc.
2.80%
5.30
(2.50%)
4
SunTrust Banks
Inc.
11.43%
18.60%
(7.17%)
2First
Horizon
16.14%
19.11%
(2.97%)
2
Regions Financial
Corp.
13.88%
29.06%
(15.18%)
3Regions
13.58%
18.25
(4.67%)
Other
23.18%
16.87%
6.31%
Other
20.09%
19.03%
1.06%
Total
100%
100%
Total
100%
100%
PNFP
has
a
track
record
for
“
best
‐
in
‐
market
”
share
movement
Source:
SNL
Financial;
Amounts
reflect
aggregation
of
banks
merged
prior
to
6/30/16.
(1)
:
First
year
Pinnacle’s
deposits
were
reflected
in
FDIC
Summary
of
Deposits
data.
Market
share
at
6/30/00
for
Nashville
reflects
impact
of
Cavalry
Bancorp,
Inc.
which
was
acquired
by
Pinnacle
in
March
of
2006.
Market
share
at
6/30/16
is
pro
‐
forma
for
inclusion
of
Avenue
Financial
Holdings,
Inc.
which
was
acquired
by
Pinnacle
July
1,
2016.
PNFP
Profile
49
Chattanooga
TN
‐
GA
MSA
Memphis, TN
‐
MS
‐
AR
MSA
Top
10
Market
Share
Rank
Holding
Company
Market
Share
6/30/16
Market
Share
6/30/15
(1)
Change
in
Share
Top
11
Market
Share
Rank
Holding
Company
Market
Share
6/30/16
Market
Share
6/30/15
(1)
Change
in
Share
7
FB
Financial Corporation
3.44%
0.00%
3.44%
1First
Horizon
National Corp.
33.13%
29.87%
3.26%
10
Atlantic
Capital
Bancshares,
Inc.
3.23%
0.00%
3.23%
4
Bank
of
America
Corp.
4.39%
4.10%
0.29%
4
Pinnacle
Financial
Partners
6.56%
3.75%
2.81%
6
Independent
Holdings
Inc.
3.02%
2.83%
0.19%
1FirstHorizon
National
Corp.
24.61%
23.46%
1.15%
10
Wells
Fargo
&
Co.
1.85%
1.72%
0.13%
6Bank
of
America
Corp.
4.34%
3.75%
0.59%
8
Metropolitan
BancGroup Inc.
2.11%
1.98%
0.13%
9
Sequatchie
Valley
Bancshares
Inc.
3.30%
3.27%
0.03%
9
Landmark
Community
Bank
2.11%
2.04%
0.07%
5First
Volunteer
Corp.
4.58%
4.74%
(0.16%)
11
Pinnacle
Financial
Partners
1.68%
1.65%
0.03%
8
SmartFinancial Inc.
3.35%
3.68%
(0.33%)
5
BancorpSouth Inc.
3.34%
3.36%
(0.02%)
2
SunTrust Banks
Inc.
18.06%
13.13%
(0.34%)
7
Trustmark
Corp.
2.44%
2.85%
(0.41%)
3Regions
Financial
Corp.
12.79%
19.42%
(1.36%)
2
Regions
Financial
Corp.
14.33%
16.14%
(1.81%)
Other
15.74%
24.80%
(9.06%)
3
SunTrust
Banks
Inc.
7.73%
10.20%
(2.47%)
Total
100%
100%
Other
23.87%
22.08%
1.79%
Total
100%
100%
PNFP
has
a
track
record
for
“best
‐
in
‐
market”
share
movement
Source:
SNL
Financial;
Amounts
reflect
aggregation
of
banks
merged
prior
to
2016.
(1)
:
Market
share
at
6/30/15
for
Chattanooga
and
Memphis
reflects
impact
of
the
recently
completed
acquisitions
of
CapitalMark Bank
&
Trust
and
Magna
Bank,
respectively.
Second
Quarter
2017
Investor
Call
M.
Terry
Turner,
President
and
CEO
Harold
R.
Carpenter,
EVP
and
CFO
July
19,
2017
Pinnacle and Avenue to Combine Forces
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Content preview
Pinnacle and Avenue to Combine Forces
Creating Nashville’s Bank
M. Terry Turner, President and CEO – Pinnacle Financial
Harold R. Carpenter, EVP and CFO – Pinnacle Financial
January 29, 2016
Safe Harbor Statement
2
Forward Looking Statements
All statements, other than statements of historical fact, included in this presentation are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange A...
Show full content (27,953 chars)
Pinnacle and Avenue to Combine Forces
Creating Nashville’s Bank
M. Terry Turner, President and CEO – Pinnacle Financial
Harold R. Carpenter, EVP and CFO – Pinnacle Financial
January 29, 2016
Safe Harbor Statement
2
Forward Looking Statements
All statements, other than statements of historical fact, included in this presentation are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. The words “expect,” “anticipate,” “intend,” “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 including statements about the benefits to Pinnacle Financial Partners, Inc.
(“Pinnacle”) and Avenue Financial Holdings, Inc. (“Avenue”) of the proposed merger, Pinnacle’s future financial and operating re sults (including the anticipated impact of the proposed merger and
Pinnacle’s investment in Bankers Healthcare Group, LLC (“BHG”) on Pinnacle’s earnings and tangible book value) and Pinnacle’s and Avenue’s plans, objectives and intentions. All forward-looking statements
are subject to risks, uncertainties and other facts that may cause the actual results, performance or achievements of Pinnacle and Avenue to differ materially from any results expressed or implied by such
forward-looking statements. Such factors include, among others, (1) the risk that the cost savings and any revenue synergies from the proposed merger may not be realized or take longer than anticipated
to be realized, (2) disruption from the proposed merger with customers, suppliers or employee relationships, (3) the occurrence of any event, change or other circumstances that could give rise to the
termination of the merger agreement, (4) the risk of successful integration of the two companies’ businesses, (5) the failure of Avenue’s shareholders to approve the proposed merger, (6) the amount of the
costs, fees, expenses and charges related to the proposed merger, (7) the ability to obtain required governmental approvals of the proposed terms of the merger, (8) reputational risk and the reaction of the
parties’ customers to the proposed merger, (9) the failure of the closing conditions to be satisfied, (10) the risk that the integration of Avenue’s operations with Pinnacle’s will be materially delayed or will be
more costly or difficult than expected, (11) the possibility that the proposed merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events, (12) the
dilution caused by Pinnacle’s issuance of additional shares of its common stock in the merger, (13) general competitive, economic, politics of and market conditions ,(14) failure of the closing conditions to
Pinnacle’s additional investment in BHG to be satisfied, and (15) the increased cost and/or decreased revenues associated with exceeding $10.0 billion in total assets will exceed current estimates.
Additional factors which could affect the forward looking statements can be found in Pinnacle’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, or Avenue’s
Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, in each case filed with or furnished to the SEC and available on the SEC's website at http://www.sec.gov
.
Pinnacle and Avenue disclaim any obligation to update or revise any forward-looking statements contained in this release which speak only as of the date hereof, whether as a result of new information,
future events or otherwise.
Additional Information and Where to Find It
In connection with the proposed merger, Pinnacle intends to file a registration statement on Form S-4 with the Securities and Exchange Commission (the “SEC”) to register the shares of Pinnacle’s common
stock that will be issued to shareholders of Avenue in connection with the proposed merger. The registration statement will include a proxy statement/prospectus (that will be delivered to Avenue’s
shareholders in connection with their required approval of the proposed merger) and other relevant materials in connection with the proposed merger.
INVESTORS AND SECURITY HOLDERS ARE ENCOURAGED TO READ THE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC
IN CONNECTION WITH THE MERGER BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT PINNACLE, AVENUE AND THE MERGER.
Investors and security holders may obtain free copies of these documents once they are available through the website maintained by the SEC at
http://www.sec.gov. Free copies of the proxy
statement/prospectus also may be obtained by directing a request by telephone or mail to Pinnacle Financial Partners Inc., 150 3rd Avenue South, Suite 980, Nashville, TN 37201, Attention: Investor
Relations (615) 744-3742 or Avenue Financial Holdings, Inc., 111 10th Avenue South, Suite 400, Nashville, TN 37203, Attention: Investor Relations (615) 252-2265.
This communication shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
Pinnacle and Avenue, and certain of their respective directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the
shareholders of Avenue in respect of the proposed merger. Certain information about the directors and executive officers of Pinnacle is set forth in its Annual Report on Form 10-K for the year ended
December 31, 2014, which was filed with the SEC on February 25, 2015 and its proxy statement for its 2015 annual meeting of shareholders, which was filed with the SEC on March 10, 2015, and its Current
Reports on Form 8-K, which were filed with the SEC on June 18, 2015, July 27, 2015, August 5, 2015 and September 3, 2015. Certain information about the directors and executive officers of Avenue is set
forth in its Annual Report on Form 10-K for the year ended December 31, 2014, which was filed with the SEC on March 30, 2015, its proxy statement for its 2015 annual meeting of shareholders, which was
filed with the SEC on April 30, 2015. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be
included in the proxy statement/prospectus and other relevant documents filed with the SEC when they become available.
3
Nashville is one of the most attractive markets in the US
•Area Development’s top states for doing business
•Milken Institute’s “Best Performing Cities Index” list
•Business Insiders’ hottest American cities for 2016
•Business Facilities’ leading city for economic growth potential
Creating Nashville’s Bank
4
PNFP and AVNU have identical responses to the opportunity
•Common vision to be Nashville’s bank
•An engaging culture resulting in “Best Bank to Work For”
•Reliance on client experience to take share from regionals
•A fiercely competitive approach to business development
Creating Nashville’s Bank
5
The combination accelerates what is best about both banks
•AVNU has a commercial focus, like PNFP
•AVNU produces outsized organic growth, like PNFP
•AVNU is poised for rapid growth in operating leverage, like PNFP
•AVNU has pristine asset quality, like PNFP
A Strategically Compelling Combination
6
The combination produces meaningful shareholder value
•$10.8 billion in pro forma assets
•Accretive to first full year’s EPS
•Approximately 4% of long term EPS accretion (even after
costs of exceeding $10 billion)
•Less than 1% dilutive to TBV at closing
•IRR > 20%
A Strategically Compelling Combination
$331
$380
$402
$468
$578
$721
$846
$0
$200
$400
$600
$800
$1,000
2009201020112012201320142015
Avenue Produces Outsized Organic Growth
7
Since its founding in 2007, Avenue has produced Pinnacle-like organic growth
Assets Loans
Deposits Tangible Common Equity
Source: SNL Financial, Company Documents
Note: Dollars in millions
$485
$589
$626
$723
$890
$999
$1,162
$0
$250
$500
$750
$1,000
$1,250
$1,500
2009201020112012201320142015
$373
$480
$482
$591
$706
$803
$970
$0
$250
$500
$750
$1,000
$1,250
$1,500
2009201020112012201320142015
$49
$47
$81
$85
$82
$92
$95
$0
$25
$50
$75
$100
$125
2009201020112012201320142015
($5,483)
$875
$5,546
$2,730
$3,982
$5,613
$6,970
($10,000)
($5,000)
$0
$5,000
$10,000
2009201020112012201320142015
(1.2%)
0.2%
0.9%
0.4%
0.5%
0.6%
0.7%
(2.0%)
(1.0%)
0.0%
1.0%
2.0%
2009201020112012201320142015
8
Avenue has matured to the point of rapid operating leverage, much like Pinnacle
Net Income to Common ROAA
Net Interest Margin Efficiency Ratio
Avenue is Poised for Rapid Operating Leverage
(1) Profitability metrics adjusted for negative provision
Source: SNL Financial, Company Documents Note: Dollars in thousands
112.3%
96.0%
79.8%
78.2%
71.7%
70.2%
67.8%
0.0%
25.0%
50.0%
75.0%
1 0 0. 0%
1 2 5. 0%
2009201020112012201320142015
(1)
(1)
2.3%
2.8%
3.1%
3.0%
3.2%
3.4%
3.3%
0.0%
1.0%
2.0%
3.0%
4.0%
5.0%
2009201020112012201320142015
9
Avenue’s disciplined credit culture has produced outstanding asset quality
NPLs / Loans NPAs / Assets
ALLL / Gross Loans NCOs / Avg. Loans
Source: SNL Financial, Company Documents
Note: Nonperforming loans and assets include TDRs
Avenue has Pristine Asset Quality
1.8%
2.2%
1.1%
1.8%
0.6%
0.5%
0.1%
0.0%
1.0%
2.0%
3.0%
4.0%
20092010
20112012201320142015
2.2%
2.2%
1.4%
1.4%
0.8%
0.7%
0.1%
0.0%
1.0%
2.0%
3.0%
4.0%
2009
2010
201120122013
20142015
1.6%
1.5%
1.6%
1.4%
1.3%
1.2%
1.2%
0.0%
1.0%
2.0%
3.0%
4.0%
2009201020112012201320142015
1.3%
0.5%
0.1%
0.4%
0.2%
0.1%
0.1%
0.0%
0.5%
1.0%
1.5%
2.0%
2009201020112012201320142015
10
Source: SNL Financial
Note: Financial data as of December 31, 2015 per call reports; excludes purchase accounting adjustments
Avenue’s loan mix highlights its commercial orientation
Avenue’s Commercial Strategy is Like Pinnacle’s
Pinnacle Financial Partners, Inc.Avenue Financial Holdings, Inc.
Combined
Loans ($000)Loans ($000)
Loans ($000)
Construction & Land
747,697
11.4%
Construction & Land
106,000
12.5%
Construction & Land
853,697
11.6%
1-4 Fami l y
864,81613.2%
1-4 Fami l y
149,83317.7%
1-4 Fami l y
1,014,64913.7%
Multifamily
181,6842.8%
Multifamily
9,4301.1%
Multifamily
191,1142.6%
CRE - Income Producing
953,50014.6%
CRE - Income Producing
202,08823.9%
CRE - Income Producing
1,155,58815.6%
CRE - Owner Occupied
1,083,50016.6%
CRE - Owner Occupied
80,610
9.5%
CRE - Owner Occupied
1,164,11015.8%
C&I
2,228,542
34.1%
C&I
290,37034.3%
C&I
2,518,91234.1%
Consumer & Other
483,496
7.4%
Consumer & Other
7,4900.9%
Consumer & Other
490,986
6.6%
6,543,235100.0%845,821
100.0%7,389,056100.0%
C&I + Owner-Occupied CRE50.6%C&I + Owner-Occupied CRE43.9%C&I + Owner-Occupied CRE49.8%
Total Commercial Loans65.2%Total Commercial Loans67.8%Total Commercial Loans65.5%
11.4%
13.2%
2.8%
14.6%
16.6%
34.1%
7.4%
12.5%
17.7%
1.1%
23.9%
9.5%
34.3%
0.9%
11.6%
13.7%
2.6%
15.6%
15.8%
34.1%
6.6%
11
Source: SNL Financial; Company Documents
Note: Financial data as of December 31, 2015; excludes purchase accounting adjustments
Avenue’s deposit mix highlights its commercial orientation
Avenue’s Commercial Strategy is Like Pinnacle’s
Pinnacle Financial Partners, Inc.Avenue Financial Holdings, Inc.Combined
Deposits ($000)Deposits ($000)Deposits ($000)
Non-I nter es t Bea r i ng
1,889,86527.1%
Non-I nter es t Bea r i ng
245,33825.3%
Non-I nter es t Bea r i ng
2,135,20326.9%
Int. Bearing Trans & Svgs.
4,391,49963.0%
Int. Bearing Trans & Svgs.
597,61361.6%
Int. Bearing Trans & Svgs.
4,989,11262.8%
Ti me Depos i ts
690,0509.9%
Ti me Depos i ts
126,65213.1%
Ti me Depos i ts
816,70210.3%
6,971,414100.0%969,603100.0%7,941,017100.0%
27.1%
63.0%
9.9%
25.3%
61.6%
13.1%
26.9%
62.8%
10.3%
Comprehensive Due Diligence Overview
12
Key Focus Area Action Observation
Risk Management
•Key risk managers at Pinnacle participated in
due diligence including CEO, CFO, CAO, CCO,
CRM, etc.
•Avenue risk management practices similar to
Pinnacle EWRM practices
Credit
•Detailed loan reviews on approximately 70% of
the non-consumer loan portfolio
•Client selection process consistent
•No pro-forma loan concentration concerns
•Strong credit metrics
Asset / Liability
Sensitivity
•Detail review of investment securities and
various interest rate risk scenarios
•Slightly liability sensitive due to loan floors
•Expect some modest NIM dilution post
conversion
Non-core Funding
•Deposit book reviewed with emphasis on
liquidity risk and deposit concentrations
•Similar to Pinnacle, heavy reliance on commercial
segment
•Non core funding is slightly higher than Pinnacle’s
Compliance
•Compliance functions reviewed by Pinnacle
EWRM manager
•Avenue has developed an effective compliance
risk management infrastructure
IT & Operations
•Pinnacle due diligence team gained meaningful
understanding of IT and operational practices
•No material systems integration issues
discovered. IT cancelation fees included in one-
time charges
Personnel Practices and
Policies
•Pinnacle due diligence team gained
understanding of personnel practices and
policies
•HR practices generally consistent with Pinnacle
Transaction Structure
13
Consideration
•$2.00 per share in cash
•0.36 shares of PNFP common stock
•90% stock / 10% cash based on fully-diluted shares outstanding
• Avenue’s unexercised outstanding options cashed out at $20.00 per
share
Transaction
Value
(1)
•$201.4 million
•$19.29 per share
•Price / Q4 ’15 Tangible Book Value: 219%
•Price / 2016 Earnings: 23.0x
•Price / 2016 Earnings w/ cost saves: 11.4x
(1) Based on Avenue’s 10,306,055 common shares outstanding, 262,639 options outstanding with a WAEP of $10.00 and PNFP’s 10-day
average closing stock price of $48.03 as of January 28, 2016. Assumes all stock options are cashed out at closing. Does not include $20
million of subordinated debt issued by Avenue that will be assumed by Pinnacle.
Avenue
Leadership
•Key leadership agreed to three-year agreements
•2 board seats contemplated by Definitive Agreement
•Additionally, Pinnacle will invite two other AVNU board members to
join the PNFP board post-merger
Expected Closing
•Late second or early third quarter 2016
•Customary regulatory and Avenue shareholder approvals required
•PNFP shareholder approval is not required
•System conversions anticipated in 4Q16
Key Transaction Assumptions
14
Purchase
Accounting
Adjustments
•Mark to loan portfolio of approximately $11.1 million, equal to the
projected ALLL at closing
•Mark to OREO of 10%
•Core deposit intangible of 1.5% amortized straight-line over 8 years
Cost Savings
•40% cost savings
−Approximately 75% phase-in for 4Q2016; 100% thereafter
Merger Related
Charges
•Approximately $12 million after-tax
Revenue
Opportunities
•No revenue synergies are contemplated in merger model; nevertheless:
- Increased lending limits will yield incremental loan growth for AVNU
- PNFP’s commercial mortgage capacity provides meaningful growth
opportunity to AVNU CRE clients
- AVNU’s on-balance sheet residential mortgage product as well as their
expertise in the music segment can be leveraged throughout PNFP
- PNFP’s brokerage, trust, and other wealth management services should
produce incremental fee income
Financial Impact
15
EPS Impact
•~1.0% accretive in 2016
•~4.0% accretive in 2017
Tangible Book
Value Impact
•Less than 1.0% dilutive to tangible book value at close, earn-
back period estimated to be approx. 2.0 yrs
(1)
Pro Forma
Consolidated
Capital
•~8.4% TCE / TA
•~9.2% Leverage Ratio
•~11.5% Total Risk Based Capital
IRR
•In excess of 20%
Note:
(1) Cross-over method utilized in calculation of tangible book value earn-back ; “Simple” method would result in an earn-back of 1.8 years.
5- Ye a r
Horizon
•Develop market leadership in four
Tennessee markets
•Pursue attractive merger candidates
within current markets
•Expand CRE asset class
•Increase assets beyond $10B
•Increase capital allocation to fee
businesses that can drive shareholder
value
•Continued focus on bottom line results
Pinnacle Building for the Future
16
•PNFP continues to work its long-
term plan
•AVNU merger is financially
attractive to both shareholder
groups
•Nashville franchise offers
significant revenue
opportunities in C&I, CRE and
affluent segments
•AVNU and increased BHG stake
are meaningfully accretive to
long term plan
Appendix
17
•Overview of Avenue Financial Holdings
•Avenue 5-year Financial Summary
•Purchase Price Reconciliation
•Projected Impact of Crossing $10.0 Billion Threshold
•Nashville and Tennessee Market Demographics
•Deposit Market Share – Tennessee
•Deposit Market Share – MSAs
•Summary of BHG January 19, 2016 Announcement
Overview of Avenue Financial Holdings
18
•Founded in 2007
•5 offices located in the Nashville MSA
•Experienced management team with extensive local relationships
•Commercial business model with impressive non-interest income generation
•Strong financial performance momentum
Source: SNL Financial; Company Documents
Nashville
PNFP
Avenue
Avenue 5-Year Financial Summary
19
Note: December 31, 2015 regulatory capital ratios have yet to be finalized
Source: SNL Financial, Company Documents
Dollar Values in Millions, Except Per Share Amounts
For the Fiscal Year Ended,
2011Y2012Y2013Y
2014Y2015Y
Balance Sheet
Tota l As s ets$626$723$890$998
$1,162
Net Loa ns389461571713836
Depos i ts482591706803970
Gross Loans / Deposits82% 77% 81% 86% 89%
Capit al
Tota l Equi ty$81$85
$82$92$95
Tota l Common Equi ty
626663
7395
Tangible Equity / Tangible Assets12.60% 11.41% 8.96% 8.91% 7.92%
Tangible Common Equity / Tangible Assets9.56% 8.78% 6.82% 7.00% 7.92%
Lever a ge Ra ti o11.75% 10.92% 9.12% 9.21% 8.23%
Tier 1 Capital Ratio15.01% 13.58% 11.46% 10.62% 9.34%
Total Capital Ratio16.26% 14.80% 12.52% 14.00% 12.33%
Earnings & Profitability
Net I nc ome$13.9$2.7$4.0$5.6$6.9
Provision Expense1.11.61.61.62.0
RO AA2.38%0.41%0.50%0.60%0.65%
RO AE22.90%3.26%4.71%6.37%7.49%
Net I nter es t Ma r gi n3.08%3.02%3.24%3.36%3.29%
Non-Int Inc. / Avg. Assets0.47%0.71%0.57%0.49%0.61%
Non. I nt. Exp. / Avg. As s ets2.20%2.01%1.99%2.07%2.55%
Efficiency Ratio79.8%78.2%71.7%70.2%67.8%
Asset Quality
NPLs / Loa ns1.13%1.47%0.61%0.50%0.07%
NPAs / Assets1.38%1.36%0.79%0.70%0.09%
Res er ves / NPLs143.58%97.34%203.22%238.20%NM
Res er ves / Loa ns1.63%1.43%1.25%1.18%1.19%
NCOs / Aver a ge Loa ns0.05%0.36%0.22%0.05%0.06%
Yield and Cost
Yield on Loans4.69%4.56%4.42%4.33%4.24%
Yield on Earning Assets4.08%3.83%3.72%3.78%3.81%
Cost of Deposits0.93%0.69%0.47%0.40%0.39%
Cost of Interest Bearing Liabilities1.18%0.99%0.60%0.55%0.70%
Purchase Price Reconciliation
20
(1)Reflects PNFP’s trailing 10-day average closing price as of January 28, 2016
(2)Assumes no options are exercised prior to closing
(3)Does not include $20 million of subordinated debt issued by Avenue that Pinnacle will assume
For each share of Avenue common stock, the AVNU shareholder will receive:
−$2.00 fixed in cash (10% cash * $20 fixed cash price per share)
−0.360 PNFP common shares (90% stock * 0.4000x fixed exchange)
In Dollars
PNFP Sha r e Pr i c e for Exc ha nge (1)$48.03Options Out262,639
Avenue Common Shares Out10,306,055Options WAS$10.00
Cash / St ock Mix% Share sSharesPriceExchangeDeal ValueContribution (%)Wght. Price / Share
Cash10.00%1,030,606 $20.00--$20,612,11010.37%
Stock90.00%9,275,450 $19.210.4000x178,207,35689.63%$19.29
100.00%10,306,055 $198,819,466100.00%
OptionsOptions StrikeCash Out BasisIntrinsic ValueCash Out Value
262,639$10.00$20.00$10.00$2,626,390
Aggregat e Transact ion Value$201,445,856
Transaction Structure and Pricing
(3)
(2)
Projected Impact of Crossing $10.0 Billion Threshold
21
PNFP’s approach to being a $10+ billion franchise
•No change to merger strategy – in market, strategic fit
•Continued reliance on organic growth strategy in TN to build
balance sheet to absorb additional costs
•Durbin and FDIC are significant to operating results
•DFAST will require incremental investment with time
$-
$2.00
$4.00
$6.00
$8.00
$10.00
2016 2017 2018
Estimated costs for crossing $10 billion threshold
FDIC
DFAST
Durbin
(millions of dollars)
Tennessee Market Demographics
22
Source: SNL Financial
Note: Deposit data as of June 30, 2015
Tennessee Market Demographics
2016-2021Current2016-2021
Tot alCurrentProjectedMedian HHProjected Median
DepositsPopulationPopulation GrowthIncom eHH Income Growth
Top 20 MSAs($mm)(000s)(%)($)(%)
Nashville, TN$48,3061,8406.87$55,9229.41
Memphis, TN-MS-AR27,0641,3472.0049,1037.88
Knoxville, TN15,1488653.3547,0377.00
Chat t anooga, TN-GA9,0195503.7048,5947.45
Kingsport-Bristol-Bristol, TN-VA4,4043081.1541,8456.39
Clarksville, TN-KY3,3562845.6250,1938.67
Johnson City, TN2,8252022.0738,4552.09
Ja cks on, TN2,1241301.1842,4835.37
Cleveland, TN1,6741214.2344,74813.42
Morristown, TN1,4171162.4442,0925.85
Cookeville, TN2,1151082.8234,7188.66
Tullahoma-Manchester, TN1,4581022.6042,0975.95
Sevierville, TN2,091975.8944,0984.66
Gr eenevi l l e, TN861680.7436,8725.81
Crossville, TN964594.1839,8977.66
Athens, TN918532.1240,9555.15
Shelbyville, TN620474.9643,5225.77
La wr enc ebur g, TN592422.3742,4169.41
McMinnville, TN806401.8137,01710.19
Dyersburg, TN648380.1343,71810.99
Deposit Market Share – Tennessee
23
•PNFP strengthens its Tennessee
footprint
−Greater than $7.0B in pro forma
deposits
−Supplements #5 ranking
Source: SNL Financial
Note: Deposit data as of June 30, 2015; Pending ownership, including banks and thrifts
June '15
Tot al Market
DepositsShare
RankInstitution($mm)(%)
1First Horizon National Corp. (TN)17,95813.67
2Regions Financial Corp. (AL)17,63513.42
3SunTrust Banks Inc. (GA)13,61710.36
4Bank of Ameri ca Corp. (NC)10,5378.02
5Pro Forma7,2415.51
5Pinnacle Financial Partners (TN)6,3894.86
6U.S. Ba ncorp (MN)2,7112.06
7BB&T Corp. (NC)2,4801.89
8First South Bancorp Inc. (TN)2,1031.60
9Wel l s Fargo & Co. (CA)1,7421.33
10Wilson Bank Holding Company (TN)1,7091.30
11Home Feder a l Ba nk of Tennes s ee (TN)1,6771.28
12Franklin Financial Network Inc (TN)1,6161.23
13Simmons First National Corp. (AR)1,5451.18
14Fifth Third Bancorp (OH)1,4881.13
15Capi tal Bank Fi nl Corp (NC)1,3691.04
16First Citizens Bancshares Inc. (TN)1,2820.98
17BancorpSouth Inc. (MS)1,2610.96
18First Farmers Merchants Corp. (TN)1,0570.80
19Cl ayton HC Inc. (TN)1,0410.79
20CapStar Bank (TN)9680.74
Top 20 Institutions90,18368.64
21Avenue Financial Holdings Inc. (TN)8520.65%
1Total For Institutions In Market131,392100.00%
Deposit Market Share – MSAs
24
Source: SNL Financial
Note: Deposit data as of June 30, 2015; Pending ownership, including banks and thrifts
Nashville-Davidson-Murfreesboro-Franklin, TN
June '15
Tot al Market
DepositsShare
RankInstitution($mm)(%)
1Bank of Ameri ca Corp. (NC)8,35217.29
2Regions Financial Corp. (AL)6,88114.25
3SunTrust Banks Inc. (GA)5,94512.31
4Pro Forma5,29110.95
4Pinnacle Financial Partners (TN)4,4399.19%
5First Horizon National Corp. (TN)3,0076.23
6U.S. Ba ncorp (MN)1,6473.41
7Franklin Financial Network Inc (TN)1,6163.34
8Wilson Bank Holding Company (TN)1,5813.27
9Fifth Third Bancorp (OH)1,4182.93
10Wel l s Fargo & Co. (CA)1,3042.70
11CapStar Bank (TN)9682.00
12Avenue Financial Holdings Inc. (TN)8521.76%
13First Farmers Merchants Corp. (TN)7671.59
14First South Bancorp Inc. (TN)6171.28
15Commerce Union Bancshares Inc. (TN)6021.25
16Capi tal Bank Fi nl Corp (NC)5361.11
17BB&T Corp. (NC)4821.00
18First Farmers Bancshares Inc. (TN)4750.98
19Renasant Corp. (MS)4300.89
20Communi ty Fi rs t I nc . (TN)4080.85
Top 20 Institutions42,32787.63
1Total For Institutions In Market48,306100.00%
Knoxville, TNJune '15
Tot al Market
DepositsShare
RankInstitution($mm)(%)
1First Horizon National Corp. (TN)2,64217.44
2SunTrust Banks Inc. (GA)2,46716.28
3Regions Financial Corp. (AL)2,22514.69
4Home Feder a l Ba nk of Tennes s ee (TN)1,56210.31
5BB&T Corp. (NC)9646.37
6Pinnacle Financial Partners (TN)7364.86%
7United Community Banks Inc. (GA)5183.42
8Bank of Ameri ca Corp. (NC)4933.26
9Cl ayton HC Inc. (TN)3122.06
10Twin Cities Finl Svcs Inc. (TN)2661.76
11Educational Svcs of Am Inc. (TN)2421.59
12Foothills Bancorp Inc. (TN)1721.14
13U.S. Ba ncorp (MN)1691.11
14Ci ti zens of Grai nger Cnty Corp (TN)1641.09
15TN Valley Financial Hldgs Inc. (TN)1490.99
16Community Trust Bancorp Inc. (KY)1490.98
17Capi tal Bank Fi nl Corp (NC)1460.97
18Mountain Commerce Bancorp Inc. (TN)1440.95
19Robertson Holding Co. L.P. (TN)1410.93
20First Volunteer Corp. (TN)1170.77
Top 20 Institutions13,77990.97
1Total For Institutions In Market15,148100.00%
Deposit Market Share – MSAs
25
Source: SNL Financial
Note: Deposit data as of June 30, 2015; Pending ownership, including banks and thrifts
Chat t anooga, TN-GAJune '15
Tot al Market
DepositsShare
RankInstitution($mm)(%)
1First Horizon National Corp. (TN)2,11623.46
2SunTrust Banks Inc. (GA)1,75219.42
3Regions Financial Corp. (AL)1,18413.13
4Pinnacle Financial Partners (TN)5956.59%
5First Volunteer Corp. (TN)4274.74
6Bank of Ameri ca Corp. (NC)3383.75
7SmartFinancial Inc. (TN)3323.68
8First South Bancorp Inc. (TN)3313.67
9BankCap Equity Fund LLC (TX)3163.50
10Sequatchie Valley Bcshs Inc. (TN)2953.27
11La Fa yette Ba nks ha r es I nc . (GA)2012.22
12Synovus Financial Corp. (GA)1301.45
13Community Trust & Banking Co. (TN)1201.33
14General Bancshares Inc. (TN)1111.23
15BB&T Corp. (NC)1061.18
16Communi ty Na ti ona l Ba nk (TN)1031.15
17Catoosa Bancshares Inc. (GA)961.06
18Wel l s Fargo & Co. (CA)941.04
19Sequatchie County Bncp Inc. (TN)850.94
20Tri-States Bankshares Inc. (GA)820.91
Top 20 Institutions8,81397.72
1Total For Institutions In Market9,019100.00%
Memphis, TN-MS-ARJune '15
Tot al Market
DepositsShare
RankInstitution($000)(%)
1First Horizon National Corp. (TN)8,08429.87
2Regions Financial Corp. (AL)4,36716.14
3SunTrust Banks Inc. (GA)2,75910.20
4Bank of Ameri ca Corp. (NC)1,1104.10
5BancorpSouth Inc. (MS)9113.36
6Trustmark Corp. (MS)7712.85
7Independent Holdings Inc. (TN)7672.83
8Landmark Community Bank (TN)5512.04
9Metropolitan BancGroup Inc. (MS)5371.98
10Wel l s Fargo & Co. (CA)4661.72
11Pinnacle Financial Partners (TN)4481.65%
12Triumph Bancshares Inc. (TN)4261.57
13Renasant Corp. (MS)3901.44
14I BERI ABANK Cor p. (LA)3621.34
15First Citizens Bancshares Inc. (TN)3541.31
16Carlson Bancshares Inc. (AR)3121.15
17W es t Tennes s ee Ba nc s ha r es I nc . (TN)3031.12
18Financial FedCorp Inc. (TN)2811.04
19Moscow Bancshares Inc. (TN)2570.95
20Paragon Finl Solutions Inc. (TN)2390.88
Top 20 Institutions23,69487.54
1Total For Institutions In Market27,064100.00%
26
Bankers Healthcare Group, Inc. (“BHG”) transaction announced January 19, 2016 – A
privately-owned commercial finance company operating in the healthcare sector
−PNFP ownership position increasing from 30% - 49%
−Approximately 5% accretion to 2017 earnings
−Minimal dilution to TBV with earn-back less than 1 year
(1)
−Over the past three years, BHG’s pre-tax earnings growth has surpassed
expectations
•2013: $23.5 million
•2014: $45.4 million
•2015: $77.7 million
Note:
(1) Cross-over method utilized in calculation of tangible book value earn-back
Pinnacle Building for the Future
Pinnacle Financial Partners Expands to Memphis
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Expansion into Memphis, TN
Acquisition of Magna Bank &
Memphis Lift Out
M. Terry Turner, President and CEO
Harold R. Carpenter, EVP and CFO
April 29, 2015
Safe Harbor Statement
2
All statements, other than statements of historical fact included in this presentation, are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The words "expect," "anticipate,"...
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Expansion into Memphis, TN
Acquisition of Magna Bank &
Memphis Lift Out
M. Terry Turner, President and CEO
Harold R. Carpenter, EVP and CFO
April 29, 2015
Safe Harbor Statement
2
All statements, other than statements of historical fact included in this presentation, are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The words "expect," "anticipate," "intend," "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 including statements
about the benefits to Pinnacle Financial Partners, Inc. (“Pinnacle”) of the proposed mergers of Pinnacle Bank with Magna Bank (“Magna”) and CapitalMark Bank & Trust
(“CapitalMark”), Pinnacle’s future financial and operating results (including the anticipated impact of the mergers of Pinnacle Bank and Magna (the “Magna Merger”) and Pinnacle Bank
and CapitalMark (the “CapitalMark Merger” and together with the Magna Merger, the “Mergers”) on Pinnacle’s earnings, capital ratios and tangible book value) and Pinnacle's plans,
objectives and intentions. All forward-looking statements are subject to risks, uncertainties and other facts that may cause the actual results, performance or achievements of Pinnacle
to differ materially from any results expressed or implied by such forward-looking statements. Such factors include, among others, (1) the risk that the cost savings and any revenue
synergies from the Mergers may not be realized or take longer than anticipated to be realized, (2) disruption from the Mergers with customers, suppliers or employee relationships, (3)
the occurrence of any event, change or other circumstances that could give rise to the termination of either of the merger agreements related to the Mergers, (4) the risk of successful
integration of Pinnacle’s business with the business of Magna and CapitalMark, (5) the failure of Magna’s or CapitalMark’s shareholders to approve the Mergers, (6) the amount of the
costs, fees, expenses and charges related to the Mergers, (7) the ability to obtain required governmental approvals of the proposed terms of the Mergers, (8) reputational risk and the
reaction of the parties’ customers to the proposed Mergers, (9) the failure of the closing conditions for either of the Mergers to be satisfied, (10) the risk that the integration of
Magna’s or CapitalMark’s operations with Pinnacle’s will be materially delayed or will be more costly or difficult than expected, (11) the possibility that the Mergers may be more
expensive to complete than anticipated, including as a result of unexpected factors or events, (12) the dilution caused by Pinnacle’s issuance of additional shares of its common stock in
the Mergers and (13) general competitive, economic, politics of and market conditions. Additional factors which could affect the forward looking statements can be found in Pinnacle’s
Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K filed with or furnished to the Securities and Exchange Commission (the “SEC”) and
available on the SEC's website at http://www.sec.gov. Pinnacle, Magna and CapitalMark disclaim any obligation to update or revise any forward-looking statements contained in this
presentation which speak only as of the date hereof, whether as a result of new information, future events or otherwise.
Additional Information and Where to Find It
In connection with the proposed mergers of Pinnacle Bank and Magna and Pinnacle Bank and CapitalMark, Pinnacle intends to file registration statements on Form S-4 with the SEC to
register the shares of Pinnacle common stock that will be issued to Magna’s and CapitalMark’s shareholders in connection with the Mergers. The registration statements will include a
proxy statement/prospectus (that will be delivered to Magna’s and CapitalMark’s shareholders, as applicable, in connection with their required approval of the proposed Mergers) and
other relevant materials in connection with the proposed merger transaction involving Pinnacle Bank and each of Magna and CapitalMark.
INVESTORS AND SECURITY HOLDERS ARE ENCOURAGED TO READ THE APPLICABLE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT
DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGERS BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT PINNACLE, MAGNA,
CAPITALMARK AND THE PROPOSED MERGERS.
Investors and security holders may obtain free copies of these documents once they are available through the website maintained by the SEC at http://www.sec.gov. Free copies of the
proxy statement/prospectus also may be obtained by directing a request by telephone or mail to Pinnacle Financial Partners Inc., 150 3rd Avenue South, Suite 980, Nashville, TN 37201,
Attention: Investor Relations (615) 744-3742 or Magna, 6525 Quail Hollow Drive, Suite 513, Memphis, TN 38120, Attention: Shareholder Services (901) 259-5600 or CapitalMark, 801
Broad Street, Chattanooga, TN 37402, Attention: Investor Relations (423) 386-2828.
This communication shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
Pinnacle’s Focus is on Enhancing Shareholder Value
3
5-Year Horizon 2015 Progress
1.Expand CRE asset class
All four critical hires currently onboard
2.Expand to Tennessee’s other urban markets
a)Chattanooga
b)Memphis
Negotiated acquisition of CapitalMark
Negotiated acquisition of Magna Bank
Lift out of 8 long-time Memphis commercial and
private bankers provides ready made platform to
grow a significant franchise in Memphis
3.Increase assets to > $10B
Post-merger assets projected at > $8B
4.Increased capital allocation to fee businesses
that can drive shareholder value
Completed investment in BHG which is projected
to yield 7 – 9% EPS accretion
PNFP Capital Markets leadership on board and
expected to be operational in a few months after
required regulatory approvals are secured
5.Continued focus on bottom line results
ROA of 1.45% - ROATE of 15.56% - Efficiency of
52.8%
Record quarterly earnings - $0.62 EPS in 1Q15
PNFP is working its long-term plan
Pinnacle Has Targeted Four Urban Markets
Memphis represents the final piece of the “puzzle”
1.First Horizon
2.Regions
3.SunTrust
1.Bank of America
2.Regions
3.SunTrust
1.First Horizon
2.SunTrust
3.Regions
1.First Horizon
2.SunTrust
3.Regions
4
Significant Regional Bank Competitors
Magna Transaction Rationale
5
•Magna Bank is the ideal merger partner for PNFP in the Memphis market
−Acquisition provides scalable platform to launch a valuable Memphis growth strategy
−Growing emphasis on commercial banking driven by client focus
−Consistent balance sheet growth combined with strong asset quality and improving profitability
−Q1’15 – 1.01% ROAA & Net income growth 33.0% 1Q15 to 1Q14
−Long-time Memphis business leadership in Magna management and board
•Magna’s market share positions Pinnacle to attack the same vulnerable regional banks
−4
th
in Nashville
−4
th
in Chattanooga
−6
th
in Knoxville
−12
th
in Memphis
•Attractive financial impact
−$8+ billion in pro forma total assets, inclusive of CapitalMark Bank & Trust
−Accretive to first twelve month earnings; approximately 5% long-term EPS accretion
(1)
−Accretive to tangible book value at closing
(1)
(1) Accretion/Dilution inclusive of financial impact of previously announced acquisition of CapitalMark Bank & Trust
Magna Transaction Structure
6
Consideration
•75% stock / 25% cash consideration
•$18.8 million cash
•Approximately 1,325,000 PNFP shares ($62.1 million)
•Magna Bank outstanding options cashed out at closing at $14.32 per share
•SBLF redemption of $18.35 million at closing
Transaction
Value
(1)
•$15.41 per share; $82.8 million in the aggregate
•Price / Q1 ’15 Tangible Book Value: 156%
•Price / LTM EPS: 15.5x
(1) Based on Magna’s 5.2 million common shares outstanding, 0.3 million options with a WAEP of $8.36 and PNFP’s 10-day average closing
stock price of $46.83 as of April 28, 2015. Assumes all stock options are cashed out at closing.
Magna
Leadership
•Kirk Bailey – President and CEO, Lisa Foley – EVP Retail Banking Mgr., Lisa Reid –
EVP and Mortgage Division Mgr. and Frank Stallworth – EVP and Commercial
Banking Mgr.
•1 Board Seat – Thomas Farnsworth
Expected Closing
•September 30, 2015
•Customary regulatory and Magna shareholder approvals required
•PNFP shareholder approval is not required
•Systems conversions anticipated in 4Q15
(1)
(1)
7
Source: SNL Financial
Note: Financial data as of December 31, 2014 per Call Reports; excludes purchase accounting adjustments
Magna’s loan mix highlights its commercial real estate expertise
Commercial Real Estate Emphasis Matches PNFP Strategy
Pinnacle Financial Partners, Inc.CapitalMark Bank & TrustMagna Bank
Combined
(1)
Loans ($000)Loans ($000)Loans ($000)Loans ($000)
Cons tructi on & Land
322,4667.0%
Cons tructi on & Land
65,8799.2%
Cons tructi on & Land
58,72612.9%
Cons tructi on & Land
447,0717.7%
1-4 Fami l y
723,21215.7%
1-4 Fami l y
128,89618.0%
1-4 Fami l y
153,75133.7%
1-4 Fami l y
1,005,85917.4%
Mul ti fami l y
183,1264.0%
Mul ti fami l y
24,8563.5%
Mul ti fami l y
2,7460.6%
Mul ti fami l y
210,7283.6%
CRE - Income Produci ng
596,44613.0%
CRE - Income Produci ng
133,51818.6%
CRE - Income Produci ng
110,93324.4%
CRE - Income Produci ng
840,89714.6%
CRE - Owner Occupi ed
764,51916.6%
CRE - Owner Occupi ed
167,53223.3%
CRE - Owner Occupi ed
24,6865.4%
CRE - Owner Occupi ed
956,73716.6%
C&I
1,773,96038.5%
C&I
184,56325.7%
C&I
74,70016.4%
C&I
2,033,22335.2%
Cons umer & Other
240,3375.2%
Cons umer & Other
12,6831.8%
Cons umer & Other
30,0216.6%
Cons umer & Other
283,0414.9%
4,604,066100.0%717,927100.0%455,563100.0%5,777,556100.0%
C&I + Owner-Occupied CRE55.1%C&I + Owner-Occupied CRE49.0%C&I + Owner-Occupied CRE21.8%C&I + Owner-Occupied CRE51.8%
Total Commercial Loans68.1%Total Commercial Loans67.6%Total Commercial Loans46.2%Total Commercial Loans66.3%
7.0%
15.7%
4.0%
13.0%
16.6%
38.5%
5.2%
9.2%
18.0%
3.5%
18.6%
23.3%
25.7%
1.8%
7.7%
17.4%
3.6%
14.6%
16.6%
35.2%
4.9%
12.9%
33.7%
0.6%
24.4%
5.4%
16.4%
6.6%
8
Source: SNL Financial; Company Documents
Note: Financial data as of December 31, 2014; excludes purchase accounting adjustments
Magna’s deposit mix highlights focus on transaction and MMA’s
Deposit Funding Similar to CapitalMark
Pinnacle Financial Partners, Inc.CapitalMark Bank & TrustMagna Bank
Combined
(1)
Deposits ($000)Deposits ($000)Deposits ($000)Deposits ($000)
Non-Interes t Beari ng
1,321,05327.6%
Non-Interes t Beari ng
150,82519.3%
Non-Interes t Beari ng
50,15711.5%
Non-Interes t Beari ng
1,522,03525.4%
Int. Beari ng Trans & Svgs .
3,030,40963.4%
Int. Beari ng Trans & Svgs .
423,98754.3%
Int. Beari ng Trans & Svgs .
261,56360.0%
Int. Beari ng Trans & Svgs .
3,715,95961.9%
Ti me Depos i ts
431,1439.0%
Ti me Depos i ts
205,68826.4%
Ti me Depos i ts
123,99328.5%
Ti me Depos i ts
760,82412.7%
4,782,605100.0%780,500100.0%435,713100.0%5,998,818100.0%
27.6%
63.4%
9.0%
19.3%
54.3%
26.4%
25.4%
61.9%
12.7%
11.5%
60.0%
28.5%
Comprehensive Due Diligence Overview
9
Key Focus Area Action Observation
Risk Management
•Key risk managers at Pinnacle participated in due
diligence including CEO, CFO, CAO, CCO, CRM,
etc.
•Similar to Pinnacle EWRM practices
Credit
•Detail loan reviews on approximately 60% of loan
portfolio.
•Client selection process consistent.
•No pro-forma loan concentration concerns.
•Strong credit metrics
Asset / Liability
Sensitivity
•Detail review of investment securities and various
interest rate risk scenarios
•Slightly asset sensitive and in good position
with rising rates.
Liquidity
•Deposit book reviewed with emphasis on liquidity
risk and deposit concentrations
•Non core funding is higher than Pinnacle’s.
•More emphasis on NOW accounts with
behavioral pricing.
Compliance
•Compliance functions reviewed by Pinnacle
EWRM manager and Chief Compliance Officer
•Magna Bank has developed an effective
compliance risk management infrastructure.
IT & Operations
•Pinnacle due diligence team gained meaningful
understanding of IT and operational practices
•No material findings that would delay the
operational integration.
Personnel Practices and
Policies
•Pinnacle due diligence team gained
understanding of personnel practices and policies
•HR policies generally consistent with Pinnacle
policies.
•Benefits in the aggregate we believe will be
positively received.
Residential Mortgage
Servicing
•Mortgage program reviewed by Pinnacle
Secondary Market Mortgage manager, EWRM
manager and Chief Compliance Officer.
•Resource and systems enhancements
probable.
•Will evaluate portfolio size and operations
scale.
Magna Key Transaction Assumptions
10
Purchase
Accounting
Adjustments
•Mark to loan portfolio of approximately $4.8 million, net of reserves
•Mark to OREO of 25%
•Core deposit intangible of 1.5% amortized straight-line over 8 years
Cost Savings
•25% cost savings
−Branches located in key locations along Poplar Avenue corridor in
East Memphis and Germantown – no branch closures anticipated
−Approximately 75% phase-in for FY 2016; 100% thereafter
Merger Related
Expenses
•Approximately $4.4 million after-tax
Revenue
Opportunities
•Although no revenue synergies are contemplated in merger model,
•CRE loan origination and servicing present meaningful growth
opportunity
•Leverage residential mortgage platform across Pinnacle footprint
Magna Financial Impact
11
EPS Impact
•~3.4% accretive in 2016
•~4.4% accretive in 2017
Tangible Book
Value Impact
•Neutral to tangible book value at close, accretive thereafter
Pro Forma
Capital
•~8.5% TCE / TA
•~10.0% Leverage Ratio
•~11.5% Total Risk Based Capital
IRR
•In excess of 30% at 16x terminal value
Based on Magna’s 5.2 million common shares outstanding, 0.3 million options with a WAEP of $8.36 and PNFP’s 10-day average closing stock price of
$46.83 as of April 28, 2015. Assumes all stock options are cashed out at and anticipated closing date of Sept. 30, 2015. Inclusive of impact of
CapitalMark Bank and Trust merger.
Memphis Lift Out
12
Experienced
Banking
Professionals
Pinnacle Work
Plan
•Regulatory notices filed
•Work space in Memphis being finalized
•Client accounts will be loaded onto Pinnacle systems
Pro Forma
Financial
Information
•Anticipate $250 million in loans and $175 million in deposits by EOP
2017
•Anticipate 1% - 2% dilutive in 2015; essentially breakeven in 2016 and
> 2% accretive in 2017
Financial Goal
•$2.5 billion franchise in Memphis over the long-term
•Damon Bell – Previously led FHN’s private banking groups in Memphis.
Will become Pinnacle’s Memphis President and join Pinnacle’s
leadership team.
•7 other Memphis banking professionals with an average experience of
19.4 years in commercial and private banking
PNFP Shareholder Value Grows in Memphis
13
•PNFP working its long-term plan
•Memphis represents the final piece of the market expansion puzzle
•Magna Bank is the ideal platform for PNFP to launch its Memphis
franchise
•Major lift out provides meaningful commercial thrust
•Magna Bank merger is financially attractive to both shareholder groups
•Memphis franchise offers significant revenue opportunities in C&I, CRE
and affluent segments
Appendix
14
•Overview of Magna Bank
•Magna 5-year Financial Summary
•Biographical Summaries
•Memphis and Tennessee Market Demographics
•Deposit Market Share – Tennessee
•Deposit Market Share – MSAs
Overview of Magna Bank
15
•Founded in 1999
•5 branches located in the final strategic Tennessee market untapped by PNFP
•Experienced management team with extensive local relationships
•Commercial business model with impressive non-interest income generation
•Strong financial performance momentum
Source: SNL Financial; Company Documents
Memphis
Chattanooga
Knoxville
Nashville
PNFP
CapitalMark
Magna
5-Year Financial Summary
16
Source: SNL Financial, Company Documents
Biographical Summaries
17
Mr. Bailey was born and raised in Memphis. He began a career in banking in 1980 with Leader Federal Bank for Savings. He ran
subsidiary operations for Leader Federal including insurance, land development, home building and commercial development from
1980 until 1991. In 1991, Mr. Bailey assumed the presidency of Leader Federal Mortgage, Leader’s large and highly successful
mortgage banking operation. In 1993, Mr. Bailey was named the Chief Operating Officer of Leader Federal, and was elected a
director. Mr. Bailey remained in this position until Leader Federal merged with Union Planters National Bank in 1996. Mr. Bailey
served as President and Chief Operating Officer of Union Planters of Memphis and was a director of the Bank until 1998. Mr. Bailey
then helped form Magna Bank where he is Chairman of the Board and serves as President and Chief Executive Officer.
He graduated in 1977 Magna Cum Laude from the University of Memphis where he was captain of the golf team. Mr. Bailey also
received a PMD degree from Harvard Business School. Mr. Bailey is very active in industry and community affairs, currently serving on
the boards of 3 local organizations, and has served in many capacities at Christ United Methodist Church.
Kirk Bailey
Chairman, President
and Chief Executive
Officer of Magna Bank
Damon Bell recently joined Pinnacle to help launch the firm’s Memphis expansion. He began his 24-year career with First Tennessee
in 1991 in the bank’s management training program. He held several positions at the company, and for the past 12 years has led First
Tennessee's Memphis Private Banking, Medical Private Banking and Private Wealth Groups.
Bell graduated from Memphis University School and received a bachelor’s degree with a major in banking and finance, from the
University of Mississippi. He is active in the Memphis community and has served on the boards of The 100 Club of Memphis,
Memphis Chrysalis Community, Opera Memphis, Le Bonheur Center for Children and Parents and The International Children's Heart
Foundation. Bell has been involved with the United Way for many years and led First Tennessee's 2014 corporate campaign. He is an
active member of St. John's Episcopal Church.
Damon Bell
Memphis President
Lisa Foley
Executive Vice President
Ms. Foley is an executive vice president and retail banking division manager. Previously, she worked as the Memphis-area sales and
marketing manager at SunTrust and was responsible for NBC-Memphis' retail branch network. Currently, she manages existing
Magna Bank retail branches and expansion plans for new locations.
Biographical Summaries
18
Mr. Farnsworth is the President of Farnsworth Investment Company, with which he has been associated
since 1988. He has been heavily involved in commercial real estate development and leasing and has an in-
depth knowledge of matters pertaining to financing such projects. Mr. Farnsworth is the Chairman of Loan
Committee of Magna’s Board.
Thomas C.
Farnsworth, III
President of Farnsworth
Investment Company
Mr. Stallworth is an executive vice president, responsible for commercial and multifamily real estate
lending and mortgage banking division. Previously, he served as president of the western division of
Central Park Capital, a nationwide commercial real estate lender.
B. Frank Stallworth
Executive Vice President
Ms. Reid is an executive vice president and the mortgage division manager. Previously, Ms. Reid served
for 20 years as the regional mortgage production manager for Leader Federal Bank for Savings. She
also served as president of the Memphis Mortgage Bankers and president of the Tennessee Mortgage
Bankers Association.
Lisa Reid
Executive Vice President
Memphis serves as headquarters or major
operations hub for a number of major
companies
•HQ for three Fortune 500 companies
•Relatively low cost of doing business fosters
an attractive business climate for both
entrepreneurs and established companies
•Significant corporations include:
Memphis Market
19
Memphis is Tennessee’s 2
nd
largest MSA as measured by both population and deposits
Source: Company Documents, SNL Financial, Memphis Chamber of Commerce, U.S. Department of Labor, Bureau of Labor Statistics
Diversified industry base
•Transportation & logistics, paper products,
healthcare & bioscience, arts & music
•Employed workforce of 565,000 residents
drives gross metro product (GMP) generation
of approximately $68 billion
Busiest cargo airport in North America
10 million tourists annually generating $3 billion
for the local economy
Economic Drivers Dynamic Corporate Environment
Tennessee Market Demographics
20
Source: SNL Financial
Note: Deposit data as of June 30, 2014
Tennessee Market Demographics
2015-2020Current2015-2020
TotalCurrentProjectedMedian HHProjected Median
DepositsPopulationPopulation GrowthIncomeHH Income Growth
Top 20 MSAs($mm)(000s)(%)($)(%)
Nashville, TN$44,0711,8016.53$53,0227.12
Memphis, TN-MS-AR23,7221,3472.0847,6766.21
Knoxville, TN14,7488603.0944,8525.73
Chattanooga, TN-GA8,5055483.9246,4327.70
Ki ngs port-Bri s tol -Bri s tol , TN-VA4,2833091.0441,4489.72
Cl arks vi l l e, TN-KY3,2642753.9646,8428.76
Johns on Ci ty, TN2,7642022.2440,6946.44
Jacks on, TN2,0291311.9144,49010.79
Cleveland, TN1,5721203.7239,4365.46
Morri s town, TN1,4071162.2039,7943.72
Cookevi l l e, TN2,0391082.2934,1348.21
Tul l ahoma-Manches ter, TN1,4021012.1139,9002.43
Sevi ervi l l e, TN2,059955.3742,6981.77
Greenevi l l e, TN89068(0.27)35,8107.96
Cros s vi l l e, TN950583.8838,5093.61
Athens , TN853521.0439,5715.51
Shel byvi l l e, TN585463.4842,8699.97
Lawrenceburg, TN579420.9839,6068.59
McMi nnvi l l e, TN796401.6233,5344.45
Dyers burg, TN658380.8642,44912.26
Deposit Market Share – Tennessee
21
Source: SNL Financial, Company Documents
Note: Loan and deposit data by MSA as of 3/31/2015
TennesseeJune '14
Total Market
DepositsShare
RankInstitution($mm)(%)
1Re gi ons Fi na nci a l Corp.17,31214.18
2Fi rs t Hori zon Na ti ona l Corp.16,05213.15
3SunTrus t Ba nks I nc.12,20210.00
4Ba nk of Ame ri ca Corp.8,2386.75
5Pro Forma5,8354.77
5Pinnacle Financial Partners4,6803.83
6U.S. Ba ncorp2,6222.15
7BB&T Corp.2,5002.05
8Fi rs t South Ba ncorp I nc.1,8441.51
9We l l s Fa rgo & Co.1,7901.47
10Home Fe de ra l Ba nk of Te nne s s e e1,6781.37
11Wi l s on Ba nk Hol di ng Compa ny1,6101.32
12Fi fth Thi rd Ba ncorp1,5551.27
13Si mmons Fi rs t Na ti ona l Corp.1,5551.27
14Ca pi ta l Ba nk Fi nl Corp1,3611.11
15Ba ncorpSouth I nc.1,1790.97
16Fi rs t Ci ti ze ns Ba ncs ha re s I nc.1,1770.96
17Fra nkl i n Fi na nci a l Ne twork I nc9920.81
18Cl a yton HC I nc.9760.80
19Fi rs t Fa rme rs Me rcha nts Corp.9670.79
20Ca pSta r Ba nk8710.71
Top 20 Institutions81,16166.47
24CapitalMark Bank & Trust (TN)7360.60%
49Magna Bank (TN)4200.34%
1Total For Institutions In Market122,070100.00%
Deposit Market Share – MSAs
22
Source: SNL Financial
Note: Deposit data as of June 30, 2014
Memphis, TN-MS-ARJune '14June '13
Total MarketMarket
DepositsShareShare
RankInstitution($mm)(%)(%)
1Fi rs t Hori zon Na ti ona l Corp.6,18226.0630.73
2Re gi ons Fi na nci a l Corp.4,35418.3616.82
3SunTrus t Ba nks I nc.2,0808.777.92
4Ba ncorpSouth I nc.9253.903.86
5Ba nk of Ame ri ca Corp.8183.453.21
6I nde pe nde nt Hol di ngs I nc.7343.093.05
7Trus tma rk Corp.6882.902.78
8Me tropol i ta n Ba ncGroup I nc.4962.091.65
9We l l s Fa rgo & Co.4762.011.93
10La ndma rk Communi ty Ba nk4441.871.46
11Tri umph Ba ncs ha re s I nc.4291.811.51
12Magna Bank4201.771.62
13Re na s a nt Corp.3981.681.76
14I BERI ABANK Corp.3351.411.22
15Fi rs t Ci ti ze ns Ba ncs ha re s I nc.3331.401.35
16We s t Te nne s s e e Ba ncs ha re s I nc.3111.311.33
17Ca rl s on Ba ncs ha re s I nc.2951.251.25
18Mos cow Ba ncs ha re s I nc.2551.081.03
19Se curi ty Ba ncorp of TN I nc.2441.031.01
20Fi na nci a l Fe dCorp I nc.2421.020.86
Top 20 Institutions20,46286.2686.35
1Total For Institutions In Market23,722100.00%100.00%
Nashville-Davidson-Murfreesboro-Franklin, TNJune '14June '13
Total MarketMarket
DepositsShareShare
RankInstitution($mm)(%)(%)
1Ba nk of Ame ri ca Corp.6,74215.3016.04
2Re gi ons Fi na nci a l Corp.6,69415.1915.80
3SunTrus t Ba nks I nc. 5,45012.3711.87
4Pinnacle Financial Partners4,1249.368.85
5Fi rs t Hori zon Na ti ona l Corp. 2,9616.727.02
6U.S. Ba ncorp 1,5993.633.52
7Fi fth Thi rd Ba ncorp 1,4973.403.18
8Wi l s on Ba nk Hol di ng Compa ny 1,4943.393.42
9We l l s Fa rgo & Co. 1,3343.032.49
10Fra nkl i n Fi na nci a l Ne twork I nc 9922.251.88
11Ca pSta r Ba nk 8711.982.25
12Ave nue Fi na nci a l Hol di ngs I nc. 7851.781.63
13Fi rs t Fa rme rs Me rcha nts Corp. 7021.591.62
14Comme rce Uni on Ba ncs ha re s I nc. 5581.271.20
15Ca pi ta l Ba nk Fi nl Corp 5171.171.35
16Fi rs t South Ba ncorp I nc. 4881.111.09
17Fi rs t Fa rme rs Ba ncs ha re s I nc. 4711.071.08
18Re na s a nt Corp. 4661.060.77
19Communi ty Fi rs t I nc. 4090.931.05
20Vol unte e r Sta te Bcs hs I nc. 3900.880.83
Top 20 Institutions38,54487.4886.94
1Total For Institutions In Market44,071100.00%100.00%
Deposit Market Share – MSAs
23
Source: SNL Financial
Note: Deposit data as of June 30, 2014
Knoxville, TNJune '14June '13
Total MarketMarket
DepositsShareShare
RankInstitution($mm)(%)(%)
1Fi rs t Hori zon Na ti ona l Corp.2,72218.4619.39
2SunTrus t Ba nks I nc.2,38116.1415.39
3Re gi ons Fi na nci a l Corp.2,16314.6714.16
4Home Fe de ra l Ba nk of Te nne s s e e1,56610.6210.64
5BB&T Corp.1,1737.959.01
6Pro Forma6544.433.94
6Pinnacle Financial Partners5083.443.06
7Mone yTre e Corp.3192.162.13
8Ba nk of Ame ri ca Corp.2891.961.77
9Twi n Ci ti e s Fi nl Svcs I nc.2651.801.89
10Cl a yton HC I nc.2531.721.90
11Uni te d Communi ty Ba nks I nc.1871.271.32
12U.S. Ba ncorp1651.121.11
13Foothi l l s Ba nk & Trus t1651.120.98
14Ci ti ze ns of Gra i nge r Cnty Corp1591.081.07
15Ca pi ta l Ba nk Fi nl Corp1571.071.23
16Communi ty Trus t Ba ncorp I nc.1531.041.09
17TN Va l l e y Fi na nci a l Hl dgs I nc.1481.010.95
18CapitalMark Bank & Trust1460.990.88
19Mounta i n Comme rce Ba ncorp I nc.1290.880.59
20Robe rts on Hol di ng Co. L.P.1270.860.93
Top 20 Institutions12,66885.9293.43
1Total For Institutions In Market14,748100.00%100.00%
Chattanooga, TN-GAJune '14June '13
Total MarketMarket
DepositsShareShare
RankInstitution($mm)(%)(%)
1Fi rs t Hori zon Na ti ona l Corp.2,06124.2324.36
2SunTrus t Ba nks I nc.1,59418.7418.41
3Re gi ons Fi na nci a l Corp.1,15513.5813.58
4CapitalMark Bank & Trust5116.015.68
5Fi rs t Vol unte e r Corp.4164.894.88
6Corne rs tone Ba ncs ha re s I nc.3323.904.03
7N W Se rvi ce s Corp.3073.614.17
8Se qua tchi e Va l l e y Bcs hs I nc.2783.273.23
9Fi rs t Se curi ty Group I nc.2753.233.42
10Ba nk of Ame ri ca Corp.2272.672.51
11La Fa ye tte Ba nks ha re s I nc.2082.442.46
12Communi ty Trus t & Ba nki ng Co.1151.351.38
13Synovus Fi na nci a l Corp.1141.341.23
14Ge ne ra l Ba ncs ha re s I nc.1111.301.25
15Communi ty Na ti ona l Ba nk1041.221.19
16Ca toos a Ba ncs ha re s I nc.971.141.16
17BB&T Corp.971.131.01
18We l l s Fa rgo & Co.901.061.08
19Se qua tchi e County Bncp I nc.820.971.01
20Tri -Sta te s Ba nks ha re s I nc.820.961.00
Top 20 Institutions8,25497.0497.04
1Total For Institutions In Market8,505100.00%100.00%
Pinnacle Financial Partners Announces Agreement to Acquire BNC Bancorp
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Pinnacle Financial Partners
Announces Agreement to Acquire
BNC Bancorp
January 23, 2017
Forward Looking Statements
All statements, other than statements of historical fact, included in this communication, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933,
as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The words “expect,” “anticipate,” “in...
Show full content (81,471 chars)
Pinnacle Financial Partners
Announces Agreement to Acquire
BNC Bancorp
January 23, 2017
Forward Looking Statements
All statements, other than statements of historical fact, included in this communication, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933,
as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The words “expect,” “anticipate,” “intend,” “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 including statements about the benefits to Pinnacle Financial Partners, Inc. (“Pinnacle Financial”) and BNC Bancorp (“BNC”) of
the proposed merger, Pinnacle Financial’s and BNC’s future financial and operating results (including the anticipated impact of the merger on Pinnacle Financial’s and BNC’s earnings and tangible book value) and Pinnacle Financial’s and
BNC’s plans, objectives and intentions. All forward-looking statements are subject to risks, uncertainties and other facts that may cause the actual results, performance or achievements of Pinnacle Financial and BNC to differ materially
from any results expressed or implied by such forward-looking statements. Such factors include, among others:
•deterioration in the financial condition of borrowers resulting in significant increases in loan losses and provisions for those losses;
•continuation of the historically low short-term interest rate environment;
•the inability of Pinnacle Financial, or entities in which it has significant investments, like Bankers Healthcare Group, LLC (“BHG”), to maintain the historical growth rate of its, or those entities’, loan portfolio;
•changes in loan underwriting, credit review or loss reserve policies associated with economic conditions, examination conclusions, or regulatory developments;
•effectiveness of Pinnacle Financial’s asset management activities in improving, resolving or liquidating lower-quality assets;
•increased competition with other financial institutions;
•greater than anticipated adverse conditions in the national or local economies including the Nashville-Davidson-Murfreesboro-Franklin Metropolitan Statistical Area, or MSA, the Knoxville MSA, the Chattanooga, TN-GA MSA and the Memphis, TN-MS-AR MSA, particularly in
commercial and residential real estate markets;
•rapid fluctuations or unanticipated changes in interest rates on loans or deposits;
•the results of regulatory examinations;
•the ability to retain large, uninsured deposits;
•a merger or acquisition like the proposed merger with BNC;
•risks of expansion into new geographic or product markets, like the proposed expansion into certain MSAs in the states of North Carolina, South Carolina and Virginia in connection with the proposed BNC merger;
•any matter that would cause Pinnacle Financial to conclude that there was impairment of any asset, including intangible assets;
•reduced ability to attract additional financial advisors (or failure of those advisors to cause their clients to switch to Pinnacle Bank), to retain financial advisors or otherwise to attract customers from other financial institutions;
•further deterioration in the valuation of other real estate owned and increased expenses associated therewith;
•inability to comply with regulatory capital requirements, including those resulting from changes to capital calculation methodologies and required capital maintenance levels;
•risks associated with litigation, including the applicability of insurance coverage;
•the risk that the cost savings and any revenue synergies from the proposed BNC merger and Pinnacle Financial’s recently completed mergers may not be realized or take longer than anticipated to be realized;
•disruption from the proposed BNC merger with customers, suppliers or employee or other business partners relationships;
•the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement with BNC;
•the risk of successful integration of BNC’s business and the businesses Pinnacle Financial recently acquired with Pinnacle Bank’s business;
•the failure to obtain the necessary approvals from BNC’s or Pinnacle Financial’s shareholders in connection with the BNC merger;
•the amount of the costs, fees, expenses and charges related to the BNC merger;
•the ability to obtain required government approvals of the proposed terms of the BNC merger;
•reputational risk and the risk of adverse reaction of our, Pinnacle Bank’s, BNC’s and BNC Bank’s customers suppliers, employees or other business partners to the proposed BNC merger;
•the failure of the closing conditions of the BNC merger to be satisfied and any unexpected delay in closing the BNC merger;
•the risk that the integration of our and BNC’s operations and the operations of the companies Pinnacle Financial recently acquired with Pinnacle Bank’s operations will be materially delayed or will be more costly or difficult than expected;
•the possibility that the BNC merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events;
•the dilution caused by the issuance of additional shares of Pinnacle Financial’s common stock in the BNC merger or related to the BNC merger;
•general competitive, economic, political and market conditions;
•approval of the declaration of any dividend by Pinnacle Financial’s board of directors;
•the vulnerability of Pinnacle Bank’s network and online banking portals to unauthorized access, computer viruses, phishing schemes, spam attacks, human error, natural disasters, power loss and other security breaches;
•the possibility of increased compliance costs or modifications to Pinnacle Financial’s business plan or the business plan of entities in which Pinnacle Financial or Pinnacle Bank has made an investment as a result of increased regulatory oversight, including oversight of
companies in which Pinnacle Financial or Pinnacle Bank has significant investments, and the development of additional banking products for Pinnacle Bank’s corporate and consumer clients;
•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 membership interests in BHG decide to sell the company if not prohibited from doing so by the terms of Pinnacle
Financial’s and Pinnacle Bank’s agreement with them;
•the possibility that the incremental cost and/or decreased revenues associated with exceeding $10 billion in assets will exceed current estimates; and
•changes in state and federal legislation, regulations or policies applicable to banks and other financial service providers (like BHG), including regulatory or legislative developments.
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, and Current Reports on Form 8-K, or BNC’s Annual Report on Form
10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, in each case filed with the SEC and available on the SEC’s website at http://www.sec.gov. Pinnacle Financial and BNC disclaim any obligation to update or revise any
forward-looking statements contained in this presentation, which speak only as of the date hereof, whether as a result of new information, future events or otherwise.
Safe Harbor Statements
2
Additional Information About the Proposed Transaction and Where to Find It
Investors and security holders are urged to carefully review and consider each of Pinnacle’s and BNC’s public filings with the SEC, including but not limited to their Annual Reports on Form 10-K, their proxy
statements, their Current Reports on Form 8-K and their Quarterly Reports on Form 10-Q. The documents filed by Pinnacle with the SEC may be obtained free of charge at Pinnacle’s website at
www.pnfp.com, under the heading “About Pinnacle” and the subheading “Investor Relations,” or at the SEC’s website at www.sec.gov. These documents may also be obtained free of charge from Pinnacle
by requesting them in writing to Pinnacle Financial Partners, Inc., 150 Third Avenue South, Suite 900, Nashville, Tennessee 37201, Attention: Investor Relations, or by telephone at (615) 744-3700.
The documents filed by BNC with the SEC may be obtained free of charge at BNC’s website at www.bncbanking.com under the “Investor Relations” section, or at the SEC’s website at www.sec.gov. These
documents may also be obtained free of charge from BNC by requesting them in writing to BNC Bancorp, 3980 Premier Drive, Suite 210, High Point, North Carolina 27265, Attention: Investor Relations, or
by telephone at (336) 869-9200.
In connection with the proposed transaction, Pinnacle intends to file a registration statement on Form S-4 with the SEC which will include a joint proxy statement of BNC and Pinnacle and a prospectus of
Pinnacle, and each party will file other documents regarding the proposed transaction with the SEC. Before making any voting or investment decision, investors and security holders of BNC and Pinnacle are
urged to carefully read the entire registration statement and joint proxy statement/prospectus, when they become available, as well as any amendments or supplements to these documents and any other
relevant documents filed with the SEC, because they will contain important information about the proposed transaction. A definitive joint proxy statement/prospectus will be sent to the shareholders of
each institution seeking the required shareholder approvals. Investors and security holders will be able to obtain the registration statement and the joint proxy statement/prospectus free of charge from
the SEC’s website or from Pinnacle or BNC as described in the paragraphs above.
This communication shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
Participants in the Solicitation
Pinnacle, BNC, and certain of their directors and executive officers may be deemed participants in the solicitation of proxies from Pinnacle’s and BNC’s shareholders in connection with the proposed
transaction. Information about the directors and executive officers of Pinnacle and their ownership of Pinnacle common stock is set forth in the definitive proxy statement for Pinnacle’s 2016 annual
meeting of shareholders, as previously filed with the SEC on March 10, 2016, and other documents subsequently filed by Pinnacle with the SEC. Information about the directors and executive officers of
BNC and their ownership of BNC common stock is set forth in the definitive proxy statement for BNC’s 2016 annual meeting of shareholders, as previously filed with the SEC on April 6, 2016, and other
documents subsequently filed by BNC with the SEC. Shareholders may obtain additional information regarding the interests of such participants by reading the registration statement and the joint proxy
statement/prospectus when they become available. Free copies of these documents may be obtained as described in the paragraphs above.
Non-GAAP Financial Matters
This presentation also contains certain non-GAAP financial measures for one or both of Pinnacle Financial or BNC, including, without limitation, earnings per diluted share, efficiency ratio, return on
average assets, return on average tangible common equity, and tangible common equity to tangible assets, in each case excluding the impact of expenses related to gain or loss on sale of investments,
merger-related charges and other matters for the accounting periods presented, the impact of goodwill and core deposit intangibles associated with Pinnacle Financial’s and BNC’s prior acquisitions or
investments and, in the case of BNC, amortization of intangibles, net, loss of extinguishment of debt, insurance settlements,. The presentation of the non-GAAP financial information is not intended to be
considered in isolation or as a substitute for any measure prepared in accordance with GAAP. Because non-GAAP financial measures presented in this presentation are not measurements determined in
accordance with GAAP and are susceptible to varying calculations, these non-GAAP financial measures, as presented, may not be comparable to other similarly titled measures presented by other
companies. Pinnacle Financial and BNC each believes that these non-GAAP financial measures facilitate making period-to -period comparisons and are meaningful indications of its operating performance.
In addition, because intangible assets such as goodwill and the core deposit intangible, and the other items excluded each vary extensively from company to company, Pinnacle Financial and BNC each
believes that the presentation of this information allows investors to more easily compare its results to the results of other companies.
Safe Harbor Statements
3
Overview of the Transaction
4
Strategically Compelling
Builds Upon Strengths
Financially Attractive
Mitigated Risks
Management continuity
Both firms have strong credit cultures and exceptional credit metrics
Significant acquisition integration experience
Expands footprint into urban markets in the Carolinas and Virginia
Combines two high performing, commercially focused companies
Consistent with PNFP’s articulated M&A strategy
Deepens management
Diversifies into additional high growth markets
Expands ability to continue attracting high profile talent
Significant accretion to EPS
Accretive to tangible book value; no tangible book earnback period
Additive to capital ratios with anticipated Tier 1 capital raise
$7.4 billion bank holding company
–Headquartered in High Point, NC (Greensboro
MSA)
–Founded in 1991
Footprint covers key locations in North
Carolina, South Carolina and Virginia
–Charlotte, Winston-Salem, Greensboro &
Raleigh, NC
–Greenville & Charleston, SC
–Roanoke, VA
Proven ability to grow
–Double digit organic loan growth (19% CAGR
since 2009) complemented by;
–~$2.1 billion in assets acquired through 3
completed bank acquisitions since start of 2015
Consistent earnings per share growth and
momentum
(1)
–3- year EPS growth: 35%
–Efficiency ratio of 51.7% in 4Q’16
–30.0% YoY net loan growth ($1.2 billion)
“BNC Bank - 2016 Best Employer”
(3)
Nashville
Knoxville
Charlotte
High Point
Raleigh
Charleston
Roanoke
Greensboro
Memphis
Chattanooga
SC
TN
NC
VA
Greenville
Myrtle Beach
Savannah
Asheville
Creating the Premier Southeast Franchise
5
Source: SNL Financial; Company Management
(1)EPS and efficiency ratio are operating results, a Non-GAAP measure. Refer to appendix for GAAP to Non-GAAP reconciliation
(2)According to American Banker
(3)According to Business North Carolina & the South Carolina Chamber of Commerce
$11.2 billion financial holding company
–Headquartered in Nashville, TN
–Founded in 2000
An urban community bank
–All the sophistication of a larger regional bank
with the hands-on, friendly, personal service
associated with a smaller community bank
Proven ability to grow market share in core
markets:
–Double digit organic loan growth (14% CAGR
since 2009) complemented by;
–~$2.7 billion in assets acquired through 3
completed bank acquisitions since start of 2015
Consistent earnings per share growth and
momentum
(1)
–3- year EPS growth: 53%
–Efficiency ratio of 49.6% in 4Q’16
–Record revenue in 2016, 38% YoY increase
One of the “Best Banks to Work For”
(2)
Four-state banking footprint across desirable
Southeast Markets
Meaningful presence in large, high growth,
metropolitan markets
Combination of two profitable franchises, creating
one of the most profitable banks in the country
Creates a top 50 U.S. bank by assets
One of the most valuable Southeast banking
institutions by market capitalization
PNFP
BNCN
Winston-Salem
Richard Callicutt
Chairman of the
Carolinas & Virginia
Our Combined Leadership Team
6
Executive Leadership
Terry Turner
President and Chief
Executive Officer
Harold Carpenter
EVP and Chief
Financial Officer
Hugh Queener
EVP, Corporate
Secretary and CAO
D. Kim Jenny
Chief Risk Officer
Harvey White
Chief Credit Officer
Rob McCabe
Chairman of the Board
Chairman of Tennessee
David Spencer
EVP
Board of Directors
14 PNFP Directors 4 BNCN Directors
Year
Completed
Targe tAssets ($mm)
2016High Point Bank Corporation$794
2016Southcoast Financial Corporation$492
2015Valley Financial Corporation$857
2014Harbor Bank Group, Inc.$306
2014South Street Financial Corp.$274
2014Community First Financial Group, Inc.$228
2013Randolph Bank & Trust Company
$302
2012Carolina Federal Savings Bank$41
2012First Trust Bank$437
2012KeySource Financial, Inc.$206
2011Blue Ridge Savings Bank, Inc.$168
2011Regent Bancorp, Inc.$52
2010Beach First National Bank$613
2006SterlingSouth Bank & Trust Company$148
Total (14 Acquisitions)$4,919
BNCN – Proven Track Record
7
Asset Growth
Earnings Growth
(2)
$372
$5,667
$7,402
200320152016
Stock Price Performance Since 12/31/2002
(80%)
0%
80%
160%
240%
320%
20022004200620082010201220142016
BNCN (318%)NASDAQ Bank (68%)S&P 500 (158%)
+318%
+68%
$3.4
$52.7
$74.0
200320152016
ROAA (%)
(2)
1.03%
1.12%
1.17%
200320152016
26% CAGR 27% CAGR
Bank Acquisitions
(1)
+158%
Source: SNL Financial; dollars in millions; market data as of January 20, 2017
(1)Includes whole bank and government assisted transactions since 2006
(2)Operating results; a Non-GAAP measure, refer to appendix for GAAP to Non-GAAP reconciliation
Although no revenue synergies are included in the financial modeling, there are significant
opportunities to leverage the franchise strengths of both institutions:
C&I Business
Leverage PNFP’s C&I capabilities in BNCN’s markets
Ability to offer a robust treasury management platform
Commercial Mortgage
Expands brokerage platform for BNCN CRE lenders & clients
Wealth Management
Incremental fee income from investment & trust services
Residential Mortgage
Ability to leverage PNFP’s residential mortgage platform
Benefits of Scale
Ability to pursue larger clients
Better pricing for wholesale funding opportunities
Balance sheet repositioning
Business Integration Opportunity
8
Strategic Merger of Like-Minded Banks
9
Creates a dominant Southeastern platform to leverage
the individual strengths of both companies
Partnership improves upon compelling ROA, ROTCE, and
Efficiency Ratio metrics
Maintains record of banks’ pristine asset quality metrics
Retention of BNCN management in key roles to allow for
continued focus on commercial loan growth in new
markets
Demonstrated acquisition ability of both banks reduces
integration risk of pro forma entity
Strategic Merger of Like-Minded Banks
(1)
PNFP / BNCN Combination
Franchise focused in Large MSAs
(2)
97.7%84.2%
Strong Returns on Assets
(3)
1.37%1.21%
Exceptional Returns on Tangible Equity
(3)
16.3%14.5%
Leading Efficiency Metrics
(3)
49.6%51.7%
Outsized Organic Loan Growth
14.1%19.0%
Pristine Asset Quality: NPLs / Loans
0.50%0.27%
Leading Deposit Mix
27.4% DDA18.3% DDA
Coveted Commercial Loan Concentration
(4)
50.3%25.0%
Source: SNL Financial
(1)Financial data presented as of Most Recent Quarter; Organic Loan Growth presented as a 5-year CAGR
(2)Metropolitan areas with a population greater than 350,000
(3)Operating results; Non-GAAP measure. Refer to appendix for GAAP to Non-GAAP reconciliation
(4)Represents the sum of Commercial & Industrial + Owner Occupied CRE
RankMetropolitan AreaPopulation
1Washington-Arlington-Alexandria, DC-VA-MD-WV6,145,027
2Atlanta-Sandy Springs-Roswell, GA5,736,343
3Charlotte-Concord-Gastonia, NC-SC2,436,209
4Nashville-Davidson--Murfreesboro--Franklin, TN1,840,320
5Virginia Beach-Norfolk-Newport News, VA-NC1,734,823
6Memphis, TN-MS-AR1,347,257
7Richmond, VA1,274,616
8Raleigh, NC1,274,181
9Birmingham-Hoover, AL1,150,168
10Greenville-Anderson-Mauldin, SC877,875
11Knoxville, TN865,193
12Columbia, SC812,505
13Greensboro-High Point, NC754,836
14Charleston-North Charleston, SC750,593
15Winston-Salem, NC659,449
16Augusta-Richmond County, GA-SC589,440
17Jackson, MS579,115
18Durham-Chapel Hill, NC553,236
19Chat t anooga, TN-GA549,579
20Huntsville, AL449,107
21Asheville, NC448,542
22Myrtle Beach-Conway-North Myrtle Beach, SC-NC433,835
23Mobile, AL415,990
24Gulfport-Biloxi-Pascagoula, MS391,544
25Fayetteville, NC385,288
Expands Presence into Desirable Regional Markets
10
Presence in 48% of the top 25 MSAs (12 of 25)
92% of our pro forma deposits in these markets
Presence in 40% of the top 25 MSAs (10 of 25)
58% of our pro forma deposits in these markets
Top 25 MSAs in Region by Population
Projected
Pop. G rowth
Rank
Metropolitan Area(%)
1
Myrtle Beach-Conway-North Myrtle Beach, SC-NC9.8
2Hilton Head Island-Bluffton-Beaufort, SC8.7
3Charleston-North Charleston, SC8.7
4Raleigh, NC8.2
5Dunn, NC7.9
6Charlotte-Concord-Gastonia, NC-SC7.2
7Savannah, GA7.1
8Wilmington, NC7.1
9Daphne-Fairhope-Foley, AL7.1
10
Nashville-Davidson--Murfreesboro--Franklin, TN7.0
11
Durham-Chapel Hill, NC6.8
12Auburn-Opelika, AL6.7
13Atlanta-Sandy Springs-Roswell, GA6.7
14Gainesville, GA
6.6
15O xford, MS6.4
16Jefferson, GA6.3
17Greenville-Anderson-Mauldin, SC6.1
18Pinehurst-Southern Pines, NC6.1
19Athens-Clarke County, GA
5.9
20Jacksonville, NC5.8
21Columbia, SC5.7
22Sevierville, TN5.5
23Washington-Arlington-Alexandria, DC-VA-MD-WV5.5
24Shelbyville, TN5.3
25Asheville, NC5.2
Top 25 MSAs in Region by Proj. Population Growth
Source: SNL Financial; deposit data as of June 30, 2016
Note: Blue highlight denotes markets of operation for PNFP; Red highlight denotes markets of operation for BNCN
Note: Region defined as AL, GA, MS, NC, SC, TN, VA
GA
VA
NC
SC
TN
Consistent with Our Articulated M&A Strategy
11
Management continuity
> 5% EPS accretion in first full year
Commercial thrust
Sustainable core profitability
Capacity to achieve mass in market
At least $1 billion in assets
M&A Criteria
(1)
Existing and Targeted New Markets
(1)
PNFP (46)
BNCN (76)
MEMPHIS
NASHVILLE-DAVIDSON--
MURFREESBORO--FRANKLIN
CHATTANOOGA
ATLANTA-SANDY
SPRINGS-
ROSWELL
KNOXVILLE
CLEVELAND
GREENVILLE-
ANDERSON-
MAULDIN
CHARLESTON-
NORTH
CHARLESTON
WINSTON-
SALEM
GREENSBORO-
HIGH POINT
RALEIGH
RICHMOND
VIRGINIA BEACH
CHARLOTTE-
CONCORD-
GASTONIA
Entry into 6 of 9 targeted new markets
(1)
Source: SNL Financial
Note: Blue highlight denotes existing markets of operation; red highlight denotes desired new metropolitan markets
(1)Targeted new markets and M&A criteria as stated in prior investor presentations
TennesseeNorth Carolina, South Carolina & Virginia
NashvilleMemphis
KnoxvilleChattanoogaCharlotteWinston-SalemGreensboroRaleighGreenvilleCharlestonRoanoke
GDP ($bn)
(1)
$114$71$39$24
$152$29$39$76$38$36$14
Population1,881,5241,347,404
868,453552,9442,485,529664,730760,8301,305,052891,702768,937316,013
Proj. Pop. (' 17-' 22)
Growth
7.03%1.92%3.32%3.81%7.16%3.76%4.38%8.20%6.10%8.66%2.70%
Businesses66,54447,39334,55120,64888,98323,22231,51845,48531,00827,78313,288
Deposits ($mm)$52,198$28,031$16,264
$9,377$200,848$38,103$11,757$27,589$15,371$12,238$7,263
Pro Forma Footprint: Expanded Presence in Southeastern Growth Markets
12
Select Urban Markets Served
Merger with BNCN is consistent with Pinnacle’s articulated M&A strategy – focusing on high growth urban markets
Expanded 4-state footprint gives us critical mass in all the right Southeastern growth markets
Leading metro markets by population and population growth
Leading metro markets by key economic indicators
Source: SNL Financial
(1)Per the Bureau of Economic Analysis’ 2015 Regional GDP report
Transaction Summary
13
Transaction Value &
Consideration
Capital Raise
Pro Forma Ownership
Termination Fee
Voting Agreements
Required Approvals
Certain PNFP & BNCN shareholders, including all directors and executive officers, have signed
customary support agreements
Targeted Closing
Approval of PNFP and BNCN shareholders
Customary regulatory approvals
3
rd
Quarter 2017
$66 million, mutual
$1.88 billion in diluted transaction value
(1)
Fixed exchange ratio: 0.5235x
100% stock consideration
Anticipated Tier I capital raise of approximately $175 million
Pro forma franchise crosses $15 billion assets as result of merger. Seek to raise Tier I capital to
support Tier I regulatory capital ratios with trust preferred securities fully recognized as Tier II
capital
60% PNFP / 36% BNCN / 4% new shares issued in anticipated Tier 1 equity raise
(1)Based on 52,181,073 BNCN common shares outstanding, PNFP’s 20-day trailing average of $68.20 as January 20, 2017 and the fixed exchange ratio of
0.5235x; inclusive of the effect of BNCN’s RSAs / RSUs
Multiples Comparison
14
Transaction
Multiples
(1)
Trading Multiples
(2)
Relative Multiples
Price / Tangible Book Value
(3 )
:
2.91x3.40x
Price / BNCN's 2017 Earnings
(4 )
:
19.7x20.2x
Price / BNCN's 2018 Earnings
(4 )
:
17.1x17.5x
Other Transaction Data
Market Premium
(5 )
:
10.5%
BNC Dividend Accretion
(6 )
:
46.6%
(1)Based upon PNFP’s 20-day trailing average closing price of $68.20 as of January 20, 2017 and the exchange ratio of 0.5235x
(2)Based upon PNFP’s 20-day trailing average closing price of $68.20 as of January 20, 2017
(3)Based upon BNCN tangible book value per share of $12.29 as of December 31, 2016
(4)Based upon consensus mean estimates as of January 20, 2017; 2017 EPS of $1.81, 2018 EPS of $2.09
(5)Based upon PNFP’s 20-day trailing average closing price of $68.20 and BNCN’s 20-day trailing average closing price of $32.30 as of January 20, 2017
(6)Based upon BNCN’s current quarterly dividend of $0.05 per share, PFNP’s current quarterly dividend of $0.14 per share and the exchange ratio of
0.5235x
15
Key Focus Area Action Observations
Risk Management
Key risk managers at Pinnacle participated in due diligence
including CEO, CFO, CAO, CCO, CRO, etc.
BNCN Risk management appears to be robust (especially in the areas
of compliance and credit) and appears to fit well with the Pinnacle
risk management structure
Credit
Detailed loan reviews of the non-consumer, non-small
business loan portfolio
Portfolio sampling of Pinnacle model Consumer and Small
Business loan books
Total reviewed = 65%
Client selection process consistent
Strong credit metrics – commercial and CRE
Centralized consumer underwriting and strong consumer portfolio
metrics
Compliance
Compliance functions reviewed by Pinnacle EWRM officer
and Chief Compliance Officer
BNCN has developed an effective compliance risk management
infrastructure
Interest Rate
Sensitivity
Detail reviews of investment securities and various interest
rate risk scenarios
Neutral to slight liability sensitive position due to higher allocation to
fixed rate loans and municipal securities
Moderate duration present in bond portfolio with strong yield profile
Expect modest NIM accretion post conversion
Liquidity
Deposit book reviewed with emphasis on liquidity risk and
deposit concentrations
Non-core funding is slightly higher. However, recent acquisitions
have strengthened core funding base.
Strong on-balance sheet liquidity position
CRE focus provides steady principal cash flow stream from term
credits.
IT & Operations
Pinnacle due diligence team gained understanding of IT
and operational practices
No material systems integration issues discovered
IT cancellation fees included in one-time charges
Personnel Practices
and Policies
Pinnacle diligence team gained understanding of personnel
practices and policies
HR practices generally consistent
Incentive comp will be migrated to the Pinnacle model for incentives
and equity compensation
Comprehensive Due Diligence Overview
(1)Based upon the 2018 mean consensus estimate as of January 20, 2017
Key Transaction Assumptions
16
Options &
Restricted Stock
Expense
Savings
Merger & Integration
Costs
Expected to be approximately $100 million pre-tax and adjustments are fully phased into Pro
Forma TBV computation
Purchase Accounting &
Other Adjustments
$57 million loan mark, net of BNCN’s existing discount and reversal of allowance for loan loss
Core deposit intangible of 1.18% ($53 million) on non-time deposits, amortized over 10 years,
sum-of-the-years digits
Expected annual BNCN lost revenue / incremental expense of $5 million pre-tax related to the
regulatory impact of crossing $10 billion in assets
Approximately $12.5 million in incremental after-tax earnings estimated for 2018
incorporating all fair market value adjustments and other merger-related adjustments
BNCN’s 66,443 in-the-money options outstanding to be cashed out upon the closing of the
transaction
551,726 RSAs / RSUs to be converted into PNFP common shares at the exchange ratio
Expected to be approximately $41 million (fully phased-in), 25% of BNCN’s noninterest
expense
(1)
Revenue
Synergies
Revenue enhancements identified but not modeled
Estimated Pro Forma Impacts
Key Transaction Impacts to PNFP
(1)
2018E EPS Accretion~ 10%
IRR~ 20%
Initial Tangible Book Value Accretion~ 5%
Tangible Book Value Earnback Periodn/a
As of December 31, 2016Pro Forma
PNFPBNCN
@ 7/1/2017
(1)
Capital Ratios
TCE / TA8.8%9.0%9.3%
Leverage Ratio8.6%10.1%9.0%
Common Equity Tier I Ratio7.9%10.5%9.5%
Tier I Ratio8.6%11.2%9.5%
Total Risk-based Capital Ratio11.9%13.0%12.5%
Loan Concentration Ratios
C&D / Total Capital75%85%77%
CRE / Total Capital240%338%272%
17
Note: Pro forma impacts presented inclusive of anticipated Tier I equity raise
(1)Estimated financial impact is presented solely for illustrative purposes using mean analyst estimates. Includes purchase accounting marks and cost
savings, as well as approximately $175 million Tier I capital raise to address loss of Tier I treatment for TRUPs; assumes system conversion in Q4 2017
Nat 'l
Assets
RankInstitution($bn)
1JPMorga n Cha s e & Co.2,491
2Bank of Ameri ca Corporati on
2,188
3Wel l s Fargo & Company1,930
4Citigroup Inc.
1,792
5U.S. Ba ncorp446
6PNC Financial Services Group, Inc.366
7Capital One Financial Corporation345
8
Bank of New York Mel l on Corporati on333
9Sta te Street Corpora ti on256
10BB&T Corporati on
219
11SunTrust Banks, Inc.205
12Citizens Financial Group, Inc.150
13Fifth Third Bancorp143
14KeyCor p136
15Regions Financial Corporation126
16Northern Trust Corporation124
17M&T Bank Corporati on123
18Huntington Bancshares Incorporated101
19First Republic Bank73
20Comeri ca Incorporated73
21Zi ons Bancorporati on61
22New York Community Bancorp, Inc.49
23SVB Financial Group
43
24People's United Financial, Inc.41
25Popular, Inc.39
50Pro Forma20
75Pinnacle Financial Partners, Inc.11
Pro Forma Market Position
18
36
th
largest in the U.S. by market cap Top 50 bank in the U.S by assets
Nat 'l2018 Proj.
RankInstitution
ROAA (%)
(1 )
1Bank of the Ozarks, Inc.1.87
2Western Alliance Bancorporation1.72
3PacWest Bancorp1.67
Pro Forma1.40+
4Hilltop Holdings Inc.1.39
5Pinnacle Financial Partners, Inc.1.38
6Hope Bancorp, Inc.1.37
7Ea s t Wes t Ba ncorp, I nc.1.34
8U.S. Ba ncorp1.34
9Chemical Financial Corporation1.30
10Great Western Bancorp, Inc.1.28
11Sterling Bancorp1.27
12United Bankshares, Inc.1.26
13Prosperity Bancshares, Inc.1.24
14Cathay General Bancorp1.22
15BB&T Corporati on1.24
16Signature Bank1.20
17Wel l s Fargo & Company1.16
18F.N.B. Corpora ti on1.14
19MB Financial, Inc.1.14
20Commer c e Ba nc s ha r es , I nc .1.12
21Bank of Hawai i Corporati on1.12
22Capital One Financial Corporation1.12
23Huntington Bancshares Incorporated1.12
24United Community Banks, Inc.1.11
25TCF Financial Corporation1.09
Best-in-Class Profitability
Nat 'lMkt . Cap.
RankInstitution($bn)
1JPMorga n Cha s e & Co.299.4
2Wel l s Fargo & Company276.7
3Bank of Ameri ca Corporati on229.2
4Citigroup Inc.159.9
5U.S. Ba ncorp87.3
6PNC Financial Services Group, Inc.57.3
7Bank of New York Mel l on Corporati on47.1
8
Capital One Financial Corporation
42.7
9BB&T Corporati on36.9
10Sta te Street Corpora ti on30.5
11SunTrust Banks, Inc.27.2
12M&T Bank Corporati on24.3
13Fifth Third Bancorp19.9
14KeyCor p19.3
15Northern Trust Corporation18.9
16Citizens Financial Group, Inc.18.6
17Regions Financial Corporation17.4
18Huntington Bancshares Incorporated14.2
19First Republic Bank13.9
20Comeri ca Incorporated11.5
21SVB Financial Group8.9
22Zi ons Bancorporati on8.7
23Signature Bank8.4
24New York Community Bancorp, Inc.7.7
25Ea s t Wes t Ba ncorp, I nc.7.1
36Pro Forma4.9
59Pinnacle Financial Partners, Inc.3.0
Source: SNL Financial and FactSet Research Systems
Note: Includes public banks with greater than or equal to $10 billion in assets; market data as of January 20, 2017
(1)2018 projected ROAA per mean consensus estimates as of January 20, 2017; PNFP pro forma based on previously stated transaction assumptions and
projections
Sustainable Business Model
19
Metric Current PNFP
Combined with
BNCN
Targeted Ranges
Net interest margin 3.40% to 3.60%
Unchanged
Net charge-off ’s 0.20% to 0.35%
Noninterest income / Average
assets
1.10% to 1.30%
Noninterest expense / Average
assets
2.00% to 2.20%
Return on Average Assets 1.20% to 1.40% 1.30% to 1.50%
Combination increases profitability of franchise:
Note: Non-GAAP measurements typically presented and reconciled to GAAP measures; excludes the impact of merger-related charges, refer to appendix for
GAAP to Non-GAAP reconciliation
Virginia
South Carolina
Tennessee
North Carolina
Roanoke
Roanoke
Roanoke
Roanoke
Roanoke
Roanoke
Roanoke
Roanoke
Roanoke
Roanoke
Roanoke
Roanoke
Roanoke
Roanoke
Roanoke
Roanoke
Roanoke
Roanoke
Roanoke
Roanoke
Roanoke
Roanoke
Roanoke
Roanoke
Roanoke
Roanoke
Roanoke
Roanoke
Roanoke
Roanoke
Roanoke
Roanoke
Roanoke
Roanoke
Roanoke
Roanoke
Roanoke
Roanoke
Roanoke
Roanoke
Roanoke
Roanoke
Roanoke
Roanoke
Roanoke
Roanoke
Roanoke
Roanoke
Roanoke
Richmond
Richmond
Richmond
Richmond
Richmond
Richmond
Richmond
Richmond
Richmond
Richmond
Richmond
Richmond
Richmond
Richmond
Richmond
Richmond
Richmond
Richmond
Richmond
Richmond
Richmond
Richmond
Richmond
Richmond
Richmond
Richmond
Richmond
Richmond
Richmond
Richmond
Richmond
Richmond
Richmond
Richmond
Richmond
Richmond
Richmond
Richmond
Richmond
Richmond
Richmond
Richmond
Richmond
Richmond
Richmond
Richmond
Richmond
Richmond
Richmond
Knoxville
Knoxville
Knoxville
Knoxville
Knoxville
Knoxville
Knoxville
Knoxville
Knoxville
Knoxville
Knoxville
Knoxville
Knoxville
Knoxville
Knoxville
Knoxville
Knoxville
Knoxville
Knoxville
Knoxville
Knoxville
Knoxville
Knoxville
Knoxville
Knoxville
Knoxville
Knoxville
Knoxville
Knoxville
Knoxville
Knoxville
Knoxville
Knoxville
Knoxville
Knoxville
Knoxville
Knoxville
Knoxville
Knoxville
Knoxville
Knoxville
Knoxville
Knoxville
Knoxville
Knoxville
Knoxville
Knoxville
Knoxville
Knoxville
Chattanooga
Chattanooga
Chattanooga
Chattanooga
Chattanooga
Chattanooga
Chattanooga
Chattanooga
Chattanooga
Chattanooga
Chattanooga
Chattanooga
Chattanooga
Chattanooga
Chattanooga
Chattanooga
Chattanooga
Chattanooga
Chattanooga
Chattanooga
Chattanooga
Chattanooga
Chattanooga
Chattanooga
Chattanooga
Chattanooga
Chattanooga
Chattanooga
Chattanooga
Chattanooga
Chattanooga
Chattanooga
Chattanooga
Chattanooga
Chattanooga
Chattanooga
Chattanooga
Chattanooga
Chattanooga
Chattanooga
Chattanooga
Chattanooga
Chattanooga
Chattanooga
Chattanooga
Chattanooga
Chattanooga
Chattanooga
Chattanooga
Cleveland
Cleveland
Cleveland
Cleveland
Cleveland
Cleveland
Cleveland
Cleveland
Cleveland
Cleveland
Cleveland
Cleveland
Cleveland
Cleveland
Cleveland
Cleveland
Cleveland
Cleveland
Cleveland
Cleveland
Cleveland
Cleveland
Cleveland
Cleveland
Cleveland
Cleveland
Cleveland
Cleveland
Cleveland
Cleveland
Cleveland
Cleveland
Cleveland
Cleveland
Cleveland
Cleveland
Cleveland
Cleveland
Cleveland
Cleveland
Cleveland
Cleveland
Cleveland
Cleveland
Cleveland
Cleveland
Cleveland
Cleveland
Cleveland
Charlotte
Charlotte
Charlotte
Charlotte
Charlotte
Charlotte
Charlotte
Charlotte
Charlotte
Charlotte
Charlotte
Charlotte
Charlotte
Charlotte
Charlotte
Charlotte
Charlotte
Charlotte
Charlotte
Charlotte
Charlotte
Charlotte
Charlotte
Charlotte
Charlotte
Charlotte
Charlotte
Charlotte
Charlotte
Charlotte
Charlotte
Charlotte
Charlotte
Charlotte
Charlotte
Charlotte
Charlotte
Charlotte
Charlotte
Charlotte
Charlotte
Charlotte
Charlotte
Charlotte
Charlotte
Charlotte
Charlotte
Charlotte
Charlotte
Greenville
Greenville
Greenville
Greenville
Greenville
Greenville
Greenville
Greenville
Greenville
Greenville
Greenville
Greenville
Greenville
Greenville
Greenville
Greenville
Greenville
Greenville
Greenville
Greenville
Greenville
Greenville
Greenville
Greenville
Greenville
Greenville
Greenville
Greenville
Greenville
Greenville
Greenville
Greenville
Greenville
Greenville
Greenville
Greenville
Greenville
Greenville
Greenville
Greenville
Greenville
Greenville
Greenville
Greenville
Greenville
Greenville
Greenville
Greenville
Greenville
Greensboro
Greensboro
Greensboro
Greensboro
Greensboro
Greensboro
Greensboro
Greensboro
Greensboro
Greensboro
Greensboro
Greensboro
Greensboro
Greensboro
Greensboro
Greensboro
Greensboro
Greensboro
Greensboro
Greensboro
Greensboro
Greensboro
Greensboro
Greensboro
Greensboro
Greensboro
Greensboro
Greensboro
Greensboro
Greensboro
Greensboro
Greensboro
Greensboro
Greensboro
Greensboro
Greensboro
Greensboro
Greensboro
Greensboro
Greensboro
Greensboro
Greensboro
Greensboro
Greensboro
Greensboro
Greensboro
Greensboro
Greensboro
Greensboro
Winston-Salem
Winston-Salem
Winston-Salem
Winston-Salem
Winston-Salem
Winston-Salem
Winston-Salem
Winston-Salem
Winston-Salem
Winston-Salem
Winston-Salem
Winston-Salem
Winston-Salem
Winston-Salem
Winston-Salem
Winston-Salem
Winston-Salem
Winston-Salem
Winston-Salem
Winston-Salem
Winston-Salem
Winston-Salem
Winston-Salem
Winston-Salem
Winston-Salem
Winston-Salem
Winston-Salem
Winston-Salem
Winston-Salem
Winston-Salem
Winston-Salem
Winston-Salem
Winston-Salem
Winston-Salem
Winston-Salem
Winston-Salem
Winston-Salem
Winston-Salem
Winston-Salem
Winston-Salem
Winston-Salem
Winston-Salem
Winston-Salem
Winston-Salem
Winston-Salem
Winston-Salem
Winston-Salem
Winston-Salem
Winston-Salem
Memphis
Memphis
Memphis
Memphis
Memphis
Memphis
Memphis
Memphis
Memphis
Memphis
Memphis
Memphis
Memphis
Memphis
Memphis
Memphis
Memphis
Memphis
Memphis
Memphis
Memphis
Memphis
Memphis
Memphis
Memphis
Memphis
Memphis
Memphis
Memphis
Memphis
Memphis
Memphis
Memphis
Memphis
Memphis
Memphis
Memphis
Memphis
Memphis
Memphis
Memphis
Memphis
Memphis
Memphis
Memphis
Memphis
Memphis
Memphis
Memphis
Charleston
Charleston
Charleston
Charleston
Charleston
Charleston
Charleston
Charleston
Charleston
Charleston
Charleston
Charleston
Charleston
Charleston
Charleston
Charleston
Charleston
Charleston
Charleston
Charleston
Charleston
Charleston
Charleston
Charleston
Charleston
Charleston
Charleston
Charleston
Charleston
Charleston
Charleston
Charleston
Charleston
Charleston
Charleston
Charleston
Charleston
Charleston
Charleston
Charleston
Charleston
Charleston
Charleston
Charleston
Charleston
Charleston
Charleston
Charleston
Charleston
Nashville
Nashville
Nashville
Nashville
Nashville
Nashville
Nashville
Nashville
Nashville
Nashville
Nashville
Nashville
Nashville
Nashville
Nashville
Nashville
Nashville
Nashville
Nashville
Nashville
Nashville
Nashville
Nashville
Nashville
Nashville
Nashville
Nashville
Nashville
Nashville
Nashville
Nashville
Nashville
Nashville
Nashville
Nashville
Nashville
Nashville
Nashville
Nashville
Nashville
Nashville
Nashville
Nashville
Nashville
Nashville
Nashville
Nashville
Nashville
Nashville
Raleigh
Raleigh
Raleigh
Raleigh
Raleigh
Raleigh
Raleigh
Raleigh
Raleigh
Raleigh
Raleigh
Raleigh
Raleigh
Raleigh
Raleigh
Raleigh
Raleigh
Raleigh
Raleigh
Raleigh
Raleigh
Raleigh
Raleigh
Raleigh
Raleigh
Raleigh
Raleigh
Raleigh
Raleigh
Raleigh
Raleigh
Raleigh
Raleigh
Raleigh
Raleigh
Raleigh
Raleigh
Raleigh
Raleigh
Raleigh
Raleigh
Raleigh
Raleigh
Raleigh
Raleigh
Raleigh
Raleigh
Raleigh
Raleigh
Virginia Beach
Virginia Beach
Virginia Beach
Virginia Beach
Virginia Beach
Virginia Beach
Virginia Beach
Virginia Beach
Virginia Beach
Virginia Beach
Virginia Beach
Virginia Beach
Virginia Beach
Virginia Beach
Virginia Beach
Virginia Beach
Virginia Beach
Virginia Beach
Virginia Beach
Virginia Beach
Virginia Beach
Virginia Beach
Virginia Beach
Virginia Beach
Virginia Beach
Virginia Beach
Virginia Beach
Virginia Beach
Virginia Beach
Virginia Beach
Virginia Beach
Virginia Beach
Virginia Beach
Virginia Beach
Virginia Beach
Virginia Beach
Virginia Beach
Virginia Beach
Virginia Beach
Virginia Beach
Virginia Beach
Virginia Beach
Virginia Beach
Virginia Beach
Virginia Beach
Virginia Beach
Virginia Beach
Virginia Beach
Virginia Beach
40
65
40
24
75
81
40
77
64
66
85
95
77
95
20
26
40
85
Summary
20
40
85
PNFP
BNCN
Strategic market expansion into 6 of 9 targeted Southeastern markets
Combination of two exceptional management teams
Extraordinary EPS and TBV accretion
Appropriate risk mitigation
Pro Forma Highlights
(1)
Assets:$20 Billion
Loans:$14 Billion
Deposits:$15 Billion
Tang. Common Equity:$1.7 Billion
Market Capitalization
(2 )
:
$4.9 Billion
Branches:
122
FTE's:2,064
Source: SNL Financial; Company Management
(1)Financial information is pro forma for PNFP / BNCN transaction + approximately $175 million Tier I equity raise
(2)Market data as of January 20, 2017
Additional Transaction Detail
Estimated Pro Forma Impacts
Integration
Overview of BNC Bancorp
BNCN’s Market Position
Markets Detail
Significant Commercial Lending Opportunities
Diversifying Our Markets
Loan and Deposit Detail
Pro Forma Loan and Deposit Composition
CRE Composition and Historical Losses
Interest Rate Sensitivity
Fee Income Detail
Fee Income Opportunity
Leading Pinnacle Markets
Non-GAAP Reconciliations
Supplemental Information
21
Estimated Pro Forma Impacts
(1)
22
Pro Forma for Acquisition
PNFP
Without $130 mm $175 mm
@ 7/1/17Tier I Equity Raise
Tier I Equity Raise
(4)
Tier I Equity Raise
(5)
Key Transaction Impacts
2018E EPS Accretion$3.91~13%~10%~10%
Initial Tangible Book Value Accretion-~(1%)~4%~5%
Tangible Book Value Earnback Period
(3)
-~0.5 yearsNANA
Capital Ratios
TCE / TA8.9%8.5%9.1%9.3%
Leverage Ratio8.7%8.1%8.8%9.0%
Common Equity Tier I Ratio8.1%8.5%9.2%9.5%
Tier I Ratio8.8%8.5%9.2%9.5%
Total Risk-based Capital Ratio11.9%11.5%12.2%12.5%
Loan Concentration Ratios
C&D / Total Capital75%84%79%77%
CRE / Total Capital239%296%278%272%
(2)
Source: SNL Financial
(1)Estimated financial impact is presented solely for illustrative purposes using mean analyst estimates per research analyst reports. Includes purchase
accounting marks and cost savings
(2)Based upon consensus mean estimates as of January 20, 2017
(3)Utilizing the crossover method
(4)Illustrates the pro forma impact of replacing phased-out approximately $130 million of trust preferreds (from Tier 1 to Tier 2) with $130 million of Tier 1
capital; trust preferreds will remain outstanding
(5)Includes $130 million Tier I capital raise referenced in Footnote 4
Integration
Technology and Process Integration:
Operating Systems familiar to Pinnacle (BNCN – JHA Silverlake same as Avenue Financial)
Both companies have extensive systems integration experience
PNFP – Converted three bank platforms in the last 18 months, approximately $2.3 billion in loans and $2.4 billion in
deposits
BNCN – Converted five bank platforms in the last 2 years, approximately $1.9 billion in loans and $2.1 billion in deposits
Preliminary conversion timeline
Pinnacle is planning for a 3-stage technology conversion: Virginia 1
st
, South Carolina 2
nd
, and North Carolina 3
rd
. Ultimate
completion by 12/31/17. Loan policy day 1 – internal credit processes expected by 12/31/18
Business Model Integration:
Programs with corporate oversight / local accountability
Commercial Real Estate, Insurance Agencies, Small Business, Treasury Management Sales
Programs with corporate management / local execution support
Residential Real Estate, SBA Lending, Wealth Management (Pinnacle Asset Management, Trust Services, Capital Markets)
Support functions managed centrally – primary in middle Tennessee with distributed support in areas of Human
Resources, Training and Development and other miscellaneous support areas
23
HeadquartersHigh Point, NC
Bank Established1991
($ in millions)
Total Assets$7,402
Total Net Loans5,418
Deposits
6,083
Loans / Deposits
96.5%
Operating ROAA1.21%
Operating ROATCE14.50
Reported Net I nterest Margin3.80
Operating Efficiency Ratio51.7
NPAs / Assets0.56
%
NPAs / Loans + OREO0.54
Reserves / Loans0.95
Leverage Ratio10.05%
Common Equity Tier 1 Ratio10.49
Tier 1 Ratio11.23
Total Capital Ratio12.95
TCE / TA8.98
BNCN’s Market Position
24
BNCN Major Markets
BNCN Financial Overview
(1)
Roanoke
Roanoke
Roanoke
Roanoke
Roanoke
Roanoke
Roanoke
Roanoke
Roanoke
Roanoke
Roanoke
Roanoke
Roanoke
Roanoke
Roanoke
Roanoke
Roanoke
Roanoke
Roanoke
Roanoke
Roanoke
Roanoke
Roanoke
Roanoke
Roanoke
Roanoke
Roanoke
Roanoke
Roanoke
Roanoke
Roanoke
Roanoke
Roanoke
Roanoke
Roanoke
Roanoke
Roanoke
Roanoke
Roanoke
Roanoke
Roanoke
Roanoke
Roanoke
Roanoke
Roanoke
Roanoke
Roanoke
Roanoke
Roanoke
Roanoke City
Roanoke City
Roanoke City
Roanoke City
Roanoke City
Roanoke City
Roanoke City
Roanoke City
Roanoke City
Roanoke City
Roanoke City
Roanoke City
Roanoke City
Roanoke City
Roanoke City
Roanoke City
Roanoke City
Roanoke City
Roanoke City
Roanoke City
Roanoke City
Roanoke City
Roanoke City
Roanoke City
Roanoke City
Roanoke City
Roanoke City
Roanoke City
Roanoke City
Roanoke City
Roanoke City
Roanoke City
Roanoke City
Roanoke City
Roanoke City
Roanoke City
Roanoke City
Roanoke City
Roanoke City
Roanoke City
Roanoke City
Roanoke City
Roanoke City
Roanoke City
Roanoke City
Roanoke City
Roanoke City
Roanoke City
Roanoke City
Salem City
Salem City
Salem City
Salem City
Salem City
Salem City
Salem City
Salem City
Salem City
Salem City
Salem City
Salem City
Salem City
Salem City
Salem City
Salem City
Salem City
Salem City
Salem City
Salem City
Salem City
Salem City
Salem City
Salem City
Salem City
Salem City
Salem City
Salem City
Salem City
Salem City
Salem City
Salem City
Salem City
Salem City
Salem City
Salem City
Salem City
Salem City
Salem City
Salem City
Salem City
Salem City
Salem City
Salem City
Salem City
Salem City
Salem City
Salem City
Salem City
Craig
Craig
Craig
Craig
Craig
Craig
Craig
Craig
Craig
Craig
Craig
Craig
Craig
Craig
Craig
Craig
Craig
Craig
Craig
Craig
Craig
Craig
Craig
Craig
Craig
Craig
Craig
Craig
Craig
Craig
Craig
Craig
Craig
Craig
Craig
Craig
Craig
Craig
Craig
Craig
Craig
Craig
Craig
Craig
Craig
Craig
Craig
Craig
Craig
Botetourt
Botetourt
Botetourt
Botetourt
Botetourt
Botetourt
Botetourt
Botetourt
Botetourt
Botetourt
Botetourt
Botetourt
Botetourt
Botetourt
Botetourt
Botetourt
Botetourt
Botetourt
Botetourt
Botetourt
Botetourt
Botetourt
Botetourt
Botetourt
Botetourt
Botetourt
Botetourt
Botetourt
Botetourt
Botetourt
Botetourt
Botetourt
Botetourt
Botetourt
Botetourt
Botetourt
Botetourt
Botetourt
Botetourt
Botetourt
Botetourt
Botetourt
Botetourt
Botetourt
Botetourt
Botetourt
Botetourt
Botetourt
Botetourt
Franklin
Franklin
Franklin
Franklin
Franklin
Franklin
Franklin
Franklin
Franklin
Franklin
Franklin
Franklin
Franklin
Franklin
Franklin
Franklin
Franklin
Franklin
Franklin
Franklin
Franklin
Franklin
Franklin
Franklin
Franklin
Franklin
Franklin
Franklin
Franklin
Franklin
Franklin
Franklin
Franklin
Franklin
Franklin
Franklin
Franklin
Franklin
Franklin
Franklin
Franklin
Franklin
Franklin
Franklin
Franklin
Franklin
Franklin
Franklin
Franklin
Rowan
Rowan
Rowan
Rowan
Rowan
Rowan
Rowan
Rowan
Rowan
Rowan
Rowan
Rowan
Rowan
Rowan
Rowan
Rowan
Rowan
Rowan
Rowan
Rowan
Rowan
Rowan
Rowan
Rowan
Rowan
Rowan
Rowan
Rowan
Rowan
Rowan
Rowan
Rowan
Rowan
Rowan
Rowan
Rowan
Rowan
Rowan
Rowan
Rowan
Rowan
Rowan
Rowan
Rowan
Rowan
Rowan
Rowan
Rowan
Rowan
Union
Union
Union
Union
Union
Union
Union
Union
Union
Union
Union
Union
Union
Union
Union
Union
Union
Union
Union
Union
Union
Union
Union
Union
Union
Union
Union
Union
Union
Union
Union
Union
Union
Union
Union
Union
Union
Union
Union
Union
Union
Union
Union
Union
Union
Union
Union
Union
Union
Lancaster
Lancaster
Lancaster
Lancaster
Lancaster
Lancaster
Lancaster
Lancaster
Lancaster
Lancaster
Lancaster
Lancaster
Lancaster
Lancaster
Lancaster
Lancaster
Lancaster
Lancaster
Lancaster
Lancaster
Lancaster
Lancaster
Lancaster
Lancaster
Lancaster
Lancaster
Lancaster
Lancaster
Lancaster
Lancaster
Lancaster
Lancaster
Lancaster
Lancaster
Lancaster
Lancaster
Lancaster
Lancaster
Lancaster
Lancaster
Lancaster
Lancaster
Lancaster
Lancaster
Lancaster
Lancaster
Lancaster
Lancaster
Lancaster
Mecklenburg
Mecklenburg
Mecklenburg
Mecklenburg
Mecklenburg
Mecklenburg
Mecklenburg
Mecklenburg
Mecklenburg
Mecklenburg
Mecklenburg
Mecklenburg
Mecklenburg
Mecklenburg
Mecklenburg
Mecklenburg
Mecklenburg
Mecklenburg
Mecklenburg
Mecklenburg
Mecklenburg
Mecklenburg
Mecklenburg
Mecklenburg
Mecklenburg
Mecklenburg
Mecklenburg
Mecklenburg
Mecklenburg
Mecklenburg
Mecklenburg
Mecklenburg
Mecklenburg
Mecklenburg
Mecklenburg
Mecklenburg
Mecklenburg
Mecklenburg
Mecklenburg
Mecklenburg
Mecklenburg
Mecklenburg
Mecklenburg
Mecklenburg
Mecklenburg
Mecklenburg
Mecklenburg
Mecklenburg
Mecklenburg
Iredell
Iredell
Iredell
Iredell
Iredell
Iredell
Iredell
Iredell
Iredell
Iredell
Iredell
Iredell
Iredell
Iredell
Iredell
Iredell
Iredell
Iredell
Iredell
Iredell
Iredell
Iredell
Iredell
Iredell
Iredell
Iredell
Iredell
Iredell
Iredell
Iredell
Iredell
Iredell
Iredell
Iredell
Iredell
Iredell
Iredell
Iredell
Iredell
Iredell
Iredell
Iredell
Iredell
Iredell
Iredell
Iredell
Iredell
Iredell
Iredell
Gaston
Gaston
Gaston
Gaston
Gaston
Gaston
Gaston
Gaston
Gaston
Gaston
Gaston
Gaston
Gaston
Gaston
Gaston
Gaston
Gaston
Gaston
Gaston
Gaston
Gaston
Gaston
Gaston
Gaston
Gaston
Gaston
Gaston
Gaston
Gaston
Gaston
Gaston
Gaston
Gaston
Gaston
Gaston
Gaston
Gaston
Gaston
Gaston
Gaston
Gaston
Gaston
Gaston
Gaston
Gaston
Gaston
Gaston
Gaston
Gaston
Lincoln
Lincoln
Lincoln
Lincoln
Lincoln
Lincoln
Lincoln
Lincoln
Lincoln
Lincoln
Lincoln
Lincoln
Lincoln
Lincoln
Lincoln
Lincoln
Lincoln
Lincoln
Lincoln
Lincoln
Lincoln
Lincoln
Lincoln
Lincoln
Lincoln
Lincoln
Lincoln
Lincoln
Lincoln
Lincoln
Lincoln
Lincoln
Lincoln
Lincoln
Lincoln
Lincoln
Lincoln
Lincoln
Lincoln
Lincoln
Lincoln
Lincoln
Lincoln
Lincoln
Lincoln
Lincoln
Lincoln
Lincoln
Lincoln
Pickens
Pickens
Pickens
Pickens
Pickens
Pickens
Pickens
Pickens
Pickens
Pickens
Pickens
Pickens
Pickens
Pickens
Pickens
Pickens
Pickens
Pickens
Pickens
Pickens
Pickens
Pickens
Pickens
Pickens
Pickens
Pickens
Pickens
Pickens
Pickens
Pickens
Pickens
Pickens
Pickens
Pickens
Pickens
Pickens
Pickens
Pickens
Pickens
Pickens
Pickens
Pickens
Pickens
Pickens
Pickens
Pickens
Pickens
Pickens
Pickens
Greenville
Greenville
Greenville
Greenville
Greenville
Greenville
Greenville
Greenville
Greenville
Greenville
Greenville
Greenville
Greenville
Greenville
Greenville
Greenville
Greenville
Greenville
Greenville
Greenville
Greenville
Greenville
Greenville
Greenville
Greenville
Greenville
Greenville
Greenville
Greenville
Greenville
Greenville
Greenville
Greenville
Greenville
Greenville
Greenville
Greenville
Greenville
Greenville
Greenville
Greenville
Greenville
Greenville
Greenville
Greenville
Greenville
Greenville
Greenville
Greenville
Anderson
Anderson
Anderson
Anderson
Anderson
Anderson
Anderson
Anderson
Anderson
Anderson
Anderson
Anderson
Anderson
Anderson
Anderson
Anderson
Anderson
Anderson
Anderson
Anderson
Anderson
Anderson
Anderson
Anderson
Anderson
Anderson
Anderson
Anderson
Anderson
Anderson
Anderson
Anderson
Anderson
Anderson
Anderson
Anderson
Anderson
Anderson
Anderson
Anderson
Anderson
Anderson
Anderson
Anderson
Anderson
Anderson
Anderson
Anderson
Anderson
Laurens
Laurens
Laurens
Laurens
Laurens
Laurens
Laurens
Laurens
Laurens
Laurens
Laurens
Laurens
Laurens
Laurens
Laurens
Laurens
Laurens
Laurens
Laurens
Laurens
Laurens
Laurens
Laurens
Laurens
Laurens
Laurens
Laurens
Laurens
Laurens
Laurens
Laurens
Laurens
Laurens
Laurens
Laurens
Laurens
Laurens
Laurens
Laurens
Laurens
Laurens
Laurens
Laurens
Laurens
Laurens
Laurens
Laurens
Laurens
Laurens
Horry
Horry
Horry
Horry
Horry
Horry
Horry
Horry
Horry
Horry
Horry
Horry
Horry
Horry
Horry
Horry
Horry
Horry
Horry
Horry
Horry
Horry
Horry
Horry
Horry
Horry
Horry
Horry
Horry
Horry
Horry
Horry
Horry
Horry
Horry
Horry
Horry
Horry
Horry
Horry
Horry
Horry
Horry
Horry
Horry
Horry
Horry
Horry
Horry
Montgomery
Montgomery
Montgomery
Montgomery
Montgomery
Montgomery
Montgomery
Montgomery
Montgomery
Montgomery
Montgomery
Montgomery
Montgomery
Montgomery
Montgomery
Montgomery
Montgomery
Montgomery
Montgomery
Montgomery
Montgomery
Montgomery
Montgomery
Montgomery
Montgomery
Montgomery
Montgomery
Montgomery
Montgomery
Montgomery
Montgomery
Montgomery
Montgomery
Montgomery
Montgomery
Montgomery
Montgomery
Montgomery
Montgomery
Montgomery
Montgomery
Montgomery
Montgomery
Montgomery
Montgomery
Montgomery
Montgomery
Montgomery
Montgomery
Randolph
Randolph
Randolph
Randolph
Randolph
Randolph
Randolph
Randolph
Randolph
Randolph
Randolph
Randolph
Randolph
Randolph
Randolph
Randolph
Randolph
Randolph
Randolph
Randolph
Randolph
Randolph
Randolph
Randolph
Randolph
Randolph
Randolph
Randolph
Randolph
Randolph
Randolph
Randolph
Randolph
Randolph
Randolph
Randolph
Randolph
Randolph
Randolph
Randolph
Randolph
Randolph
Randolph
Randolph
Randolph
Randolph
Randolph
Randolph
Randolph
Davidson
Davidson
Davidson
Davidson
Davidson
Davidson
Davidson
Davidson
Davidson
Davidson
Davidson
Davidson
Davidson
Davidson
Davidson
Davidson
Davidson
Davidson
Davidson
Davidson
Davidson
Davidson
Davidson
Davidson
Davidson
Davidson
Davidson
Davidson
Davidson
Davidson
Davidson
Davidson
Davidson
Davidson
Davidson
Davidson
Davidson
Davidson
Davidson
Davidson
Davidson
Davidson
Davidson
Davidson
Davidson
Davidson
Davidson
Davidson
Davidson
Davie
Davie
Davie
Davie
Davie
Davie
Davie
Davie
Davie
Davie
Davie
Davie
Davie
Davie
Davie
Davie
Davie
Davie
Davie
Davie
Davie
Davie
Davie
Davie
Davie
Davie
Davie
Davie
Davie
Davie
Davie
Davie
Davie
Davie
Davie
Davie
Davie
Davie
Davie
Davie
Davie
Davie
Davie
Davie
Davie
Davie
Davie
Davie
Davie
Yadkin
Yadkin
Yadkin
Yadkin
Yadkin
Yadkin
Yadkin
Yadkin
Yadkin
Yadkin
Yadkin
Yadkin
Yadkin
Yadkin
Yadkin
Yadkin
Yadkin
Yadkin
Yadkin
Yadkin
Yadkin
Yadkin
Yadkin
Yadkin
Yadkin
Yadkin
Yadkin
Yadkin
Yadkin
Yadkin
Yadkin
Yadkin
Yadkin
Yadkin
Yadkin
Yadkin
Yadkin
Yadkin
Yadkin
Yadkin
Yadkin
Yadkin
Yadkin
Yadkin
Yadkin
Yadkin
Yadkin
Yadkin
Yadkin
Forsyth
Forsyth
Forsyth
Forsyth
Forsyth
Forsyth
Forsyth
Forsyth
Forsyth
Forsyth
Forsyth
Forsyth
Forsyth
Forsyth
Forsyth
Forsyth
Forsyth
Forsyth
Forsyth
Forsyth
Forsyth
Forsyth
Forsyth
Forsyth
Forsyth
Forsyth
Forsyth
Forsyth
Forsyth
Forsyth
Forsyth
Forsyth
Forsyth
Forsyth
Forsyth
Forsyth
Forsyth
Forsyth
Forsyth
Forsyth
Forsyth
Forsyth
Forsyth
Forsyth
Forsyth
Forsyth
Forsyth
Forsyth
Forsyth
Alamance
Alamance
Alamance
Alamance
Alamance
Alamance
Alamance
Alamance
Alamance
Alamance
Alamance
Alamance
Alamance
Alamance
Alamance
Alamance
Alamance
Alamance
Alamance
Alamance
Alamance
Alamance
Alamance
Alamance
Alamance
Alamance
Alamance
Alamance
Alamance
Alamance
Alamance
Alamance
Alamance
Alamance
Alamance
Alamance
Alamance
Alamance
Alamance
Alamance
Alamance
Alamance
Alamance
Alamance
Alamance
Alamance
Alamance
Alamance
Alamance
Stokes
Stokes
Stokes
Stokes
Stokes
Stokes
Stokes
Stokes
Stokes
Stokes
Stokes
Stokes
Stokes
Stokes
Stokes
Stokes
Stokes
Stokes
Stokes
Stokes
Stokes
Stokes
Stokes
Stokes
Stokes
Stokes
Stokes
Stokes
Stokes
Stokes
Stokes
Stokes
Stokes
Stokes
Stokes
Stokes
Stokes
Stokes
Stokes
Stokes
Stokes
Stokes
Stokes
Stokes
Stokes
Stokes
Stokes
Stokes
Stokes
Rockingham
Rockingham
Rockingham
Rockingham
Rockingham
Rockingham
Rockingham
Rockingham
Rockingham
Rockingham
Rockingham
Rockingham
Rockingham
Rockingham
Rockingham
Rockingham
Rockingham
Rockingham
Rockingham
Rockingham
Rockingham
Rockingham
Rockingham
Rockingham
Rockingham
Rockingham
Rockingham
Rockingham
Rockingham
Rockingham
Rockingham
Rockingham
Rockingham
Rockingham
Rockingham
Rockingham
Rockingham
Rockingham
Rockingham
Rockingham
Rockingham
Rockingham
Rockingham
Rockingham
Rockingham
Rockingham
Rockingham
Rockingham
Rockingham
Caswell
Caswell
Caswell
Caswell
Caswell
Caswell
Caswell
Caswell
Caswell
Caswell
Caswell
Caswell
Caswell
Caswell
Caswell
Caswell
Caswell
Caswell
Caswell
Caswell
Caswell
Caswell
Caswell
Caswell
Caswell
Caswell
Caswell
Caswell
Caswell
Caswell
Caswell
Caswell
Caswell
Caswell
Caswell
Caswell
Caswell
Caswell
Caswell
Caswell
Caswell
Caswell
Caswell
Caswell
Caswell
Caswell
Caswell
Caswell
Caswell
Dorchester
Dorchester
Dorchester
Dorchester
Dorchester
Dorchester
Dorchester
Dorchester
Dorchester
Dorchester
Dorchester
Dorchester
Dorchester
Dorchester
Dorchester
Dorchester
Dorchester
Dorchester
Dorchester
Dorchester
Dorchester
Dorchester
Dorchester
Dorchester
Dorchester
Dorchester
Dorchester
Dorchester
Dorchester
Dorchester
Dorchester
Dorchester
Dorchester
Dorchester
Dorchester
Dorchester
Dorchester
Dorchester
Dorchester
Dorchester
Dorchester
Dorchester
Dorchester
Dorchester
Dorchester
Dorchester
Dorchester
Dorchester
Dorchester
Berkeley
Berkeley
Berkeley
Berkeley
Berkeley
Berkeley
Berkeley
Berkeley
Berkeley
Berkeley
Berkeley
Berkeley
Berkeley
Berkeley
Berkeley
Berkeley
Berkeley
Berkeley
Berkeley
Berkeley
Berkeley
Berkeley
Berkeley
Berkeley
Berkeley
Berkeley
Berkeley
Berkeley
Berkeley
Berkeley
Berkeley
Berkeley
Berkeley
Berkeley
Berkeley
Berkeley
Berkeley
Berkeley
Berkeley
Berkeley
Berkeley
Berkeley
Berkeley
Berkeley
Berkeley
Berkeley
Berkeley
Berkeley
Berkeley
Charleston
Charleston
Charleston
Charleston
Charleston
Charleston
Charleston
Charleston
Charleston
Charleston
Charleston
Charleston
Charleston
Charleston
Charleston
Charleston
Charleston
Charleston
Charleston
Charleston
Charleston
Charleston
Charleston
Charleston
Charleston
Charleston
Charleston
Charleston
Charleston
Charleston
Charleston
Charleston
Charleston
Charleston
Charleston
Charleston
Charleston
Charleston
Charleston
Charleston
Charleston
Charleston
Charleston
Charleston
Charleston
Charleston
Charleston
Charleston
Charleston
Wake
Wake
Wake
Wake
Wake
Wake
Wake
Wake
Wake
Wake
Wake
Wake
Wake
Wake
Wake
Wake
Wake
Wake
Wake
Wake
Wake
Wake
Wake
Wake
Wake
Wake
Wake
Wake
Wake
Wake
Wake
Wake
Wake
Wake
Wake
Wake
Wake
Wake
Wake
Wake
Wake
Wake
Wake
Wake
Wake
Wake
Wake
Wake
Wake
Orange
Orange
Orange
Orange
Orange
Orange
Orange
Orange
Orange
Orange
Orange
Orange
Orange
Orange
Orange
Orange
Orange
Orange
Orange
Orange
Orange
Orange
Orange
Orange
Orange
Orange
Orange
Orange
Orange
Orange
Orange
Orange
Orange
Orange
Orange
Orange
Orange
Orange
Orange
Orange
Orange
Orange
Orange
Orange
Orange
Orange
Orange
Orange
Orange
Durham
Durham
Durham
Durham
Durham
Durham
Durham
Durham
Durham
Durham
Durham
Durham
Durham
Durham
Durham
Durham
Durham
Durham
Durham
Durham
Durham
Durham
Durham
Durham
Durham
Durham
Durham
Durham
Durham
Durham
Durham
Durham
Durham
Durham
Durham
Durham
Durham
Durham
Durham
Durham
Durham
Durham
Durham
Durham
Durham
Durham
Durham
Durham
Durham
VA
NC
SC
Cabarrus
Cabarrus
Cabarrus
Cabarrus
Cabarrus
Cabarrus
Cabarrus
Cabarrus
Cabarrus
Cabarrus
Cabarrus
Cabarrus
Cabarrus
Cabarrus
Cabarrus
Cabarrus
Cabarrus
Cabarrus
Cabarrus
Cabarrus
Cabarrus
Cabarrus
Cabarrus
Cabarrus
Cabarrus
Cabarrus
Cabarrus
Cabarrus
Cabarrus
Cabarrus
Cabarrus
Cabarrus
Cabarrus
Cabarrus
Cabarrus
Cabarrus
Cabarrus
Cabarrus
Cabarrus
Cabarrus
Cabarrus
Cabarrus
Cabarrus
Cabarrus
Cabarrus
Cabarrus
Cabarrus
Cabarrus
Cabarrus
Chester
Chester
Chester
Chester
Chester
Chester
Chester
Chester
Chester
Chester
Chester
Chester
Chester
Chester
Chester
Chester
Chester
Chester
Chester
Chester
Chester
Chester
Chester
Chester
Chester
Chester
Chester
Chester
Chester
Chester
Chester
Chester
Chester
Chester
Chester
Chester
Chester
Chester
Chester
Chester
Chester
Chester
Chester
Chester
Chester
Chester
Chester
Chester
Chester
York
York
York
York
York
York
York
York
York
York
York
York
York
York
York
York
York
York
York
York
York
York
York
York
York
York
York
York
York
York
York
York
York
York
York
York
York
York
York
York
York
York
York
York
York
York
York
York
York
Brunswick
Brunswick
Brunswick
Brunswick
Brunswick
Brunswick
Brunswick
Brunswick
Brunswick
Brunswick
Brunswick
Brunswick
Brunswick
Brunswick
Brunswick
Brunswick
Brunswick
Brunswick
Brunswick
Brunswick
Brunswick
Brunswick
Brunswick
Brunswick
Brunswick
Brunswick
Brunswick
Brunswick
Brunswick
Brunswick
Brunswick
Brunswick
Brunswick
Brunswick
Brunswick
Brunswick
Brunswick
Brunswick
Brunswick
Brunswick
Brunswick
Brunswick
Brunswick
Brunswick
Brunswick
Brunswick
Brunswick
Brunswick
Brunswick
Guilford
Guilford
Guilford
Guilford
Guilford
Guilford
Guilford
Guilford
Guilford
Guilford
Guilford
Guilford
Guilford
Guilford
Guilford
Guilford
Guilford
Guilford
Guilford
Guilford
Guilford
Guilford
Guilford
Guilford
Guilford
Guilford
Guilford
Guilford
Guilford
Guilford
Guilford
Guilford
Guilford
Guilford
Guilford
Guilford
Guilford
Guilford
Guilford
Guilford
Guilford
Guilford
Guilford
Guilford
Guilford
Guilford
Guilford
Guilford
Guilford
Surry
Surry
Surry
Surry
Surry
Surry
Surry
Surry
Surry
Surry
Surry
Surry
Surry
Surry
Surry
Surry
Surry
Surry
Surry
Surry
Surry
Surry
Surry
Surry
Surry
Surry
Surry
Surry
Surry
Surry
Surry
Surry
Surry
Surry
Surry
Surry
Surry
Surry
Surry
Surry
Surry
Surry
Surry
Surry
Surry
Surry
Surry
Surry
Surry
Roanoke MSA
Population: 316,013
Total Deposits: $7.3bn
Market Share: 7.7%
Market Rank: 5
Myrtle Beach MSA
Population: 449,541
Total Deposits: $7.6bn
Market Share: 2.7%
Market Rank: 12
Charleston MSA
Population: 768,937
Total Deposits: $12.2bn
Market Share: 4.9%
Market Rank: 7
Research Triangle
Population: 1,502,155
Deposits: $36.8bn
Market Share: 1.0%
Market Rank: 15
Charlotte MSA
Population: 2,485,529
Total Deposits: $200.8bn
Market Share: 0.3%
Market Rank: 10
Piedmont Triad
Population: 1,709,211
Total Deposits: $52.9bn
Market Share: 5.6%
Market Rank: 3
Greenville MSA
Population: 891,702
Total Deposits: $15.4bn
Market Share: 1.4%
Market Rank: 15
Source: SNL Financial and MapInfo Professional
Note: Deposit data as of June 30, 2016
(1)Financial information is as of or for the quarter ended December 31, 2016
(2)Operating results; a Non-GAAP measure, refer to appendix for GAAP to Non-GAAP reconciliation
(2)
(2)
(2)
4
6
9
12
4
5
7
16
33
31
Chattanooga
MSA
Knoxville MSAMemphis MSANashville MSACharleston MSAGreenville
MSA
Raleigh MSA
Charlotte MSABNCN Top
Markets
PNFP Top
Markets
Significant Commercial Lending Opportunities
25
Total Businesses (000s)
Total C&I Businesses (000s)
(1)
21
35
47
67
28
31
45
89
193
169
Chattanooga
MSA
Knoxville MSAMemphis MSANashville MSACharleston MSAGreenville
MSA
Raleigh MSACharlotte MSABNCN Top
Markets
PNFP Top
Markets
Source: SNL Financial
Note: BNCN Top Markets defined as Charleston, Greenville, Raleigh and Charlotte MSAs. PNFP Top Markets defined as Chattanooga, Knoxville, Memphis and
Nashville MSAs
(1)Includes companies classified with the NAICS as Healthcare and Social Assistance, Wholesale Trade, Manufacturing or Transportation and Warehousing
Significant Commercial Lending Opportunities (continued)
26
Sales ($bn)
2014 – 2015 GDP Growth
(1)
$45
$76
$121
$172
$54
$72
$96
$193
$415
$414
Chattanooga
MSA
Knoxville MSAMemphis MSANashville MSACharleston MSAGreenville
MSA
Raleigh MSACharlotte MSABNCN Top
Markets
PNFP Top
Markets
5.2%
4.6%
3.0%
6.8%
6.6%
5.7%
9.4%
7.2%
7.3%
5.2%
Chattanooga
MSA
Knoxville MSAMemphis MSANashville MSACharleston MSAGreenville
MSA
Raleigh MSACharlotte MSABNCN Top
Markets
PNFP Top
Markets
Source: SNL Financial; U.S. Bureau of Economic Analysis
Note: BNCN Top Markets defined as Charleston, Greenville, Raleigh and Charlotte MSAs. PNFP Top Markets defined as Chattanooga, Knoxville, Memphis and
Nashville MSAs
(1)Measured in current dollars. BNCN and PNFP Top Markets are calculated based on total GDP growth in the markets
Deposits by Top MSAs
(1)
Diversifying Our Markets
Deposits by State
27
Nashville-Davidson--
Murfreesboro--
Franklin, TN
43.1%
Piedmont Triad
(3)
20.9%
Knoxville, TN
6.0%
Charlotte-Concord-
Gastonia, NC-SC
4.4%
Chattanooga, TN
-GA
4.3%
Charleston-North
Charleston, SC
4.2%
Roanoke, VA
3.9%
Memphis, TN-
MS-
AR
3.3%
Durham-Chapel Hill,
NC
1.8%
Other
(2)
8.2%
Tennessee
58.0%
North Carolina
30.1%
South Carolina
8.0%
Virginia
3.9%
Source: SNL Financial
Deposit data as of June 30, 2016
Note: Blue shading represents PNFP markets of operation and red shading represents BNCN markets of operation
(1)Includes top 10 metropolitan areas by deposits
(2)Includes the following MSAs: Albemarle, NC; Greenville-Anderson-Mauldin, SC; Myrtle Beach-Conway-North Myrtle Beach, SC-NC; Cleveland, TN;
Raleigh, NC; Spartanburg, SC; Shelbyville, TN; Asheville, NC; Burlington, NC; Hilton Head Island-Bluffton-Beaufort, SC
(3)Piedmont Triad is an aggregation of the Greensboro-High Point, NC & Winston-Salem, NC MSAs
Demand
Deposits
18.3%
NOW & Other
Trans. Accts
11.1%
MMDA & Other
Savings
44.8%
Retail Time
Deposits
15.4%
Jumbo Time
Deposits
10.4%
Demand
Deposits
23.7%
NOW & Other
Trans. Accts
16.7%
MMDA & Other
Savings
43.4%
Retail Time
Deposits
7.9%
Jumbo Time
Deposits
8.3%
Demand
Deposits
27.4%
NOW & Other
Trans. Accts
20.6%
MMDA & Other
Savings
42.4%
Retail Time
Deposits
2.7%
Jumbo Time
Deposits
6.9%
Pro Forma Loan and Deposit Composition
28
Deposit Mix
Loan Mix
PNFP
BNCN
Pro Forma
Total: Total: Total:
Total: Total: Total:
$8,450mm $5,456mm $13,906mm
$8,759mm $6,083mm $14,842mm
Construction
11.4%
Residential
R.E.
18.1%
Non-Owner
Occupied CRE
27.8%
Owner
Occupied CRE
16.1%
Commercial &
Industrial
24.3%
Consumer &
Other
2.3%
Construction
10.8%
Residential
R.E.
14.0%
Non-Owner
Occupied CRE
21.8%
Owner
Occupied CRE
16.0%
Commercial &
Industrial
34.2%
Consumer &
Other
3.1%
Construction
12.4%
Residential
R.E.
24.3%
Non-Owner
Occupied CRE
37.3%
Owner
Occupied CRE
16.2%
Commercial &
Industrial
8.8%
Consumer &
Other
1.0%
Source: SNL Financial and Company Documents
Note: Data as of December 31, 2016
Note: Jumbo time deposits defined as time deposits greater than $100,000
31.4%
17.8%
14.3%
10.7%
9.1%
4.7%
4.6%
3.2%
4.1%
0.00%
5.00%
10.00%
15.00%
20.00%
25.00%
30.00%
35.00%
C&DRetailMultifamilyOfficeIndustrialOther
Financial RE
HotelHealthcareMisc.
CRE Composition and Historical Losses
PNFP Commercial Real Estate Portfolio (NOO)
(1)
29
PNFP NOO CRE Net Charge Offs (%)
(3)
BNCN NOO CRE Net Charge Offs (%)
(3)
BNCN Commercial Real Estate Portfolio (NOO)
(2)
21.6%
24.8%
8.2%
11.2%
6.2%
0.1%
10.4%
2.8%
14.7%
0.00%
5.00%
10.00%
15.00%
20.00%
25.00%
30.00%
C&DRetailMultifamilyOfficeIndustrialOther
Financial RE
HotelHealthcareMisc.
0.17%
2.09%
2.98%
1.20%
0.53%
0.21%
0.02%
(0.09%)
(0.01%)
(0.25%)
0.25%
0.75%
1.25%
1.75%
2.25%
2.75%
3.25%
200820092010201120122013201420152016
YTD
0.42%
1.71%
1.51%
1.87%
1.63%
0.72%
0.21%
(0.15%)
(0.05%)
(0.25%)
0.25%
0.75%
1.25%
1.75%
2.25%
2.75%
3.25%
200820092010201120122013201420152016
YTD
Source: Company Management
(1)Per Company Management, as of December 31, 2016
(2)Per Company Management, as of December 27, 2016
(3)Data is presented as of September 30, 2016; does not take into effect the impact of BNCN’s recently completed acquisition of High Point Bank Corp.
Interest Rate Sensitivity
30
Change in Net Interest Income
Change in Economic Value of Equity
9.5%
19.4%
28.8%
37.9%
0.1%
0.6%
0.0%
(1.3%)
(30.0%)
(20.0%)
(10.0%)
0.0%
10.0%
20.0%
30.0%
40.0%
+100 bps+200 bps+300 bps+400 bps
PNFP
BNCN
8.9%
16.9%
23.7%
29.7%
(0.9%)
(2.3%)
(5.3%)
(7.2%)
(50.0%)
(37.5%)
(25.0%)
(12.5%)
0.0%
12.5%
25.0%
37.5%
+100 bps+200 bps+300 bps+400 bps
PNFP
BNCN
Source: Company filings
Note: PNFP analysis per Company management, as of November 30 , 2016 assumes an instantaneous and parallel rate shock.
Note: BNCN analysis per Company management, as of September 30, 2016 and assumes an instantaneous and parallel rate shock; excludes the impact of
BNCN’s recently completed acquisition of High Point Bank Corp.
Fee Income Opportunity
31
By Product
2016 ($mm): $121
% of Average Assets: 1.21%
2016 ($mm): $38
% of Average Assets: 0.61%
12.0%
0.3%
14.1%
34.6%
13.0%
26.0%
Service Charges
Securities Gains
Trust / Investment
Other Noninterest Income
Mortgage
Income From Equity Method Investment
26.8%
0.0%
5.7%
38.1%
29.4%
Service Charges
Securities Gains
Trust / Investment
Other Noninterest Income
Mortgage
Source: SNL Financial and Company documents
Note: Data for the full year ended December 31, 2016
Leading Pro Forma Markets
32
Tennessee
Tennessee ranks No. 5 in state business climate rankings (Site Selection)
Tennessee continued to add jobs at more than twice the U.S. rate last year (U.S. Department of Labor)
Tennessee’s Spring Hill General Motors’ expansion named the Silver recipient for annual ‘Deal of the
Year’ award
(Business Facilities)
North Carolina
North Carolina ranks No. 2 in state business climate rankings (Site Selection)
North Carolina was ranked No. 2 in ‘Best States for Business 2016’ (Forbes)
North Carolina is home to the 9th and 13th fastest growing cities in the U.S. (Forbes)
South Carolina
South Carolina was ranked No. 7 ‘Best Business Climate in the Country’ (Site Selection)
South Carolina ranks No. 10 in favorable regulatory environments for business (Forbes)
Virginia
Virginia was ranked No. 6 ‘Best State for Business’ and No. 3 in ‘Regulatory Environment’ (Forbes)
Virginia ranks No. 3 in ‘Business Friendliness’ (CNBC)
Leading Pro Forma Markets
33
Nashville has achieved “it city” status, landing on several major national publications’ lists of hot spots. Nashville’s
diverse economy, thriving cultural base and strong business community are major attractions for corporations. The
accolades continued in the fourth quarter of 2016:
Nashville ranks No. 1 in ‘2017 10 Hottest Housing Markets’ (Zillow)
Nashville ranks No. 7 in ‘2016 Best-Performing Cities’ (Milken Institute)
Nashville is the third-best city in the country for job seekers (NerdWallet)
Nashville is amongst the ‘50 Best Places to Travel’ in 2017 (Travel + Leisure)
Knoxville also enjoys a very healthy and diverse economy with an excellent transportation and technology infrastructure.
The Knoxville metropolitan area was the third fastest MSA in the country to fully recover from jobs lost in the 2007-2010
recession and currently enjoys the lowest unemployment rate of Tennessee’s metro areas. Good news in the fourth
quarter of 2016 includes:
Knoxville named one of the ‘American Cities Adding the Most Jobs This Year’ (247WallSt.com)
Knoxville named as a top retirement destination (WhereToRetire.com)
Memphis offers a diverse, metropolitan workforce. Over the past three decades, the presence of companies like FedEx
and the region’s superior distribution infrastructure have earned Memphis the title, “America’s Distribution Center.”
Memphis ranks No. 3 in the nation in terms of lowest rent-to -income ratio (SmartAsset)
Memphis ranks No. 38 in cost of doing business in ‘100 Best Places for Business and Careers’ (Forbes)
Chattanooga is Tennessee’s fourth-largest MSA as measured by both population and deposits. National publications have
declared Chattanooga a tech hub and manufacturing magnet. Economic drivers include:
Chattanooga’s Innovation District beckons to young entrepreneurs (The New York Times)
Chattanooga’s housing market is healthy despite a nationwide slowdown (Times Free Press)
Nashville
Knoxville
Memphis
Chattanooga
Leading Pro Forma Markets
34
Charlotte has become a major U.S. financial center, and is now the second largest banking center in the United
States after New York City. – Forbes
Charlotte was rated the 3rd most attractive real estate market in America (PwC)
Charlotte has been ranked No. 15 of the ‘Best Places to Live in the USA’ (U.S. News & World Report)
Winston-Salem is North Carolina’s second-largest MSA as measured by deposits. National publications have
declared Winston-Salem as one of the nation’s most technologically-advanced and entrepreneurial cities.
Winston-Salem named the 11th best city to start a business (WalletHub)
Winston-Salem was recognized as one of the top 10 most technologically-advanced cities (e.Republic)
Greensboro-High Point is part of a greater metropolitan area called the Triad, which encompasses the three major
cities of High Point, Winston-Salem and Greensboro, making the Triad a thriving urban hub.
Greensboro is one of the 20 best MSAs in the country as measured by ‘Cost of Doing Business’ (Forbes)
Greensboro was ranked No. 4 in the ‘National 2016 Digital Cities Survey Award’ (Center for Digital
Government)
North Carolina’s second-biggest city by population, Raleigh has been widely recognized by national outlets as one of
the most attractive business and job markets in the country.
Raleigh was named No. 2 in ‘America’s Hottest Spots for Tech Jobs’ (Forbes)
Raleigh was recognized as the ‘Best Big City in the Southeast’ (Money Magazine)
Winston-Salem
Greensboro –
High Point
Raleigh
Charlotte
Leading Pro Forma Markets
35
Greenville, the third-largest MSA in South Carolina by deposits, has been increasingly recognized as one of the
premier travel destinations in the country.
Greenville was named one of the ‘10 Best Emerging Destinations’ (USA Today)
Greenville was recognized amongst the nation’s ‘Top 10 Best Places to Live 2016’ (Men’s Journal)
Charleston, the second-largest MSA in South Carolina by population, has received national attention as both a
notable travel destination and a center of economic growth.
Charleston was named No. 1 ‘Small City in the U.S.’ (Condé Nast Traveler)
Charleston ranked No. 7 for ‘Economic Growth Potential’ in 2016 (Business Facilities)
Roanoke, which is nestled in Virginia’s Blue Ridge mountains, has been increasingly recognized for its
outstanding quality of life and stunning natural beauty.
Roanoke has been named one of the ‘South’s Best Places to Retire’ (Southern Living)
Roanoke was named one of ‘America’s Best Small Cities on the Rise’ (Smarter Travel)
Charleston, SC
Roanoke, VA
Greenville, SC
For the 3 Years ended December 31,
2016 2015 2014 F or the 3 months ended,
Dec. 31,
2016
Diluted per share excluding merger related expenses Return on average assets (excluding merger-related charges)
Ne t i ncome127,225$ 95,510$ 70,471$ Return on average assets1.30%
Merger-related charges11,746 4,797 - Adjustment due to merger-related charges0.07%
Tax effect on merger-related charges(4,609) (1,882) - Return on average assets (excluding merger-related charges)1.37%
Net income less merger-related charges 134,362 98,426 70,471
Diluted earnings per share2.90$ 2.53$ 2.01$ F or the 3 months ended,
Dec. 31,
2016
Adjustment to diluted earnings per share due to merger-related charges0.17 0.08 - Return on average tangible common equity (ex cluding merger-related charges)
D iluted earnings per share ex cluding merger-related charges3.07$ 2.61$ 2.01$ Return on average common equity9.61%
Adjustment due to goodwill, core deposit and other intangible assets5.88%
F or the 3 months ended,
Dec. 31,
2016
Return on average tangible common equity15.49%
Efficiency Ratio (ex cluding investment gains, ORE ex pense, and merger-related charges)Adjustment due to merger related charges0.85%
Noninterest expense62,765$ Return on average tangible common equity (ex cluding merger-related charges)16.34%
Other real estate expense44
Merger-related charges3,264
Noninterest expense excluding the impact of ORE expense, and merger-related charges59,457
Ne t i nte re s t i ncome89,413
Noninterest income30,743
Investment (gains) and losses on sales, net(395)
Noninterest income excluding investment (gains) and losses on sales of securities, net30,347
Efficiency Ratio (ex cluding investment gains, ORE ex pense, and merger-related charges)49.6%
Total average assets11,038$
Noninterest expense to avg. assets2.26%
Adjustment due to ORE expenses and merger-related charges-0.12%
Noninterest expense (excluding ORE expense, and merger-related charges) to avg. assets2.14%
Non-GAAP Reconciliations – PNFP
36
Non-GAAP Reconciliations – BNCN
37
For the 3 Years ended December 31,
2016 2015 2014
For the 3 Years ended December 31,
3 months
ended D ec
31, 2016
2016 2015 2003
Operating Earnings per Share, D iluted (1)Operating Return on Average Assets (1)
Ne t i ncome (GAAP)62,913
$ 44,450
$
29,390$
Ne t i ncome (GAAP)15,691
$ 62,913
$ 44,450
$
3,407$
Transaction-related expenses, net of tax10,666
8,364
5,641
Transaction-related expenses, net of tax
5,746
10,666
8,364
-
Loss on extinguishment of debt, net of tax
377
481
386
Loss on extinguishment of debt, net of tax377
377
481
-
I ns ura nce s e ttl e me nt, ne t of ta x
-
- 484
Securities gains (losses), net of tax4
4
557
-
Securities gains (losses), net of tax4
557
(322)
Operating earnings (non-GAAP)21,810
$ 73,952
$
52,738$
3,407$
Operating earnings (non-GAAP)
73,952$
52,738$
35,255$
Average assets7,158,393
6,311,531
4,720,107
331,907
Weighted average fully diluted shares outstanding45,185
35,782
29,152
Operating return on average assets (non-GAAP)1.21%
1.17%1.12%1.03%
Operating earnings per share, diluted (non-GAAP)
1.64$
1.47$
1.21$
F or the 3 months ended,
Dec. 31,
2016
Operating Efficiency Ratio (3)
Non-interest expense (GAAP)47,565
$
Transaction-related expenses9,121
Loss on extinguishment of debt598
Operating non-interest expense (non-GAAP)37,846
Net interest income, FTE61,454
Non-interest income - GAAP11,696
Securities gains (losses), net
6
Operating efficiency ratio (non-GAAP)51.74%
F or the 3 months ended,
Dec. 31,
2016
Operating Return on Average Tangible Common Equity (2)
Ne t i ncome (GAAP)15,691$
Amortization of intangibles, net of tax
888
Transaction-related expenses, net of tax5,746
Loss on extinguishment of debt, net of tax377
Securities gains (losses), net of tax4
Operating tangible net income (non-GAAP)22,698
Average common shareholders equity864,656
Average intangible assets
241,802
Average tangible common shareholders' equity (non-GAAP)
622,854
Operating return on average tangible common equity (non-GAAP)14.50%
Note: $ and share counts in thousands
(1)Operating earnings per diluted share, operating non-interest income, operating non-interest expense,
operating income tax expense, operating return on average assets, and operating return on average tangible
common equity are non-GAAP financial measures and exclude the after-tax effect of transaction-related
charges, loss on extinguishment of debt, securities gains (losses) and other one-time charges. Management
believes that these non-GAAP performance measures provide additional useful information that allows
readers to evaluate the ongoing performance of the company.
(2)The tangible measures are non-GAAP financial measures and exclude the effect of period end or average
balance of intangible assets. Management believes that these non-GAAP tangible measures provide
additional useful information, particularly since these measures are widely used by industry analysts for
companies with prior merger and acquisition activities.
(3)Operating efficiency ratio is calculated by non-interest expense, excluding transaction-related expenses, and
loss on extinguishment of debt, divided by the sum of FTE net interest income and non-interest income
excluding securities gains (losses). Management believes this non-GAAP operating measure provides
additional useful information that allows readers to evaluate the ongoing performance of the company.
Pinnacle Financial Partners Acquires CapitalMark Bank Trust
guidanceUploaded 4/9/2026by pdf-importType: press_release
Content preview
Expansion
into
Chattanooga,
TN
Acquisition
of
CapitalMark
Bank
&
Trust
Acquisition
of
CapitalMark
Bank
&
Trust
M.
Te r r y
Turner,
President
and
CEO
Harold
R.
Carpenter,
EVP
and
CFO
April
8,
2015
Safe
Harbor
Statement
All statements, other than statements of historica
l fact included in this presentation, are forward
‐
looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities ...
Show full content (40,942 chars)
Expansion
into
Chattanooga,
TN
Acquisition
of
CapitalMark
Bank
&
Trust
Acquisition
of
CapitalMark
Bank
&
Trust
M.
Te r r y
Turner,
President
and
CEO
Harold
R.
Carpenter,
EVP
and
CFO
April
8,
2015
Safe
Harbor
Statement
All statements, other than statements of historica
l fact included in this presentation, are forward
‐
looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The words "expect," "anticipate," "intend," "plan," "beli
eve," "seek,"
"estimate" and similar expressions are intended to identify such forward
‐
looking statements, but other statements not
basedonhistoricalinformationmayalsobe
considered forward
‐
looking including statements about the benefits to Pinnacle Financial Part
ners, Inc. (“Pinnacle”) of the proposed merger transaction, Pinnacle’s
future
financial and operating results (including the anticipated impact of the m
erger on Pinnacle’s earnings and tangible book value) and Pinnacle's plan
s, objectives and
it ti
All
fd
lki
tt t
bj t
t
ik
titi
d
th
ft
th t
th
tl
lt
f
hi
t
f
Pi l
i
n
t
en
ti
ons.
All
f
orwar
d
‐
l
oo
ki
ng s
t
a
t
emen
t
saresu
bj
ec
t
t
or
i
s
k
s, uncer
t
a
i
n
ti
es an
d
o
th
er
f
ac
t
s
th
a
t
may cause
th
eac
t
ua
l
resu
lt
s, per
f
ormance or ac
hi
evemen
t
so
f
Pi
nnac
l
e
to differ materially from any results expressed or implied by such forward
‐
looking statements. Such factors include, amo
ng others, (1) the risk that the cost savings and
any revenue synergies from the merger may not be real
ized or take longer than anticipated to be realized, (2) disruption from the merger with customers
, suppliers or
employee relationships, (3) the occurrence of any event, change or other ci
rcumstances that could give rise to the termination of the merger agreemen
t, (4) the risk of
successful integration of the two companies’ businesses, (5) the failure of
CapitalMark’s shareholders to approve the merger, (6) the amount of the c
osts, fees, expenses
and charges related to the merger, (7) the ability to obtain required gover
nmental approvals of the proposed terms of the merger, (8) reputational ris
kandthereaction
of the parties’ customers to the proposed merger, (9) the failure of the clos
ing conditions to be satisfied, (10) the risk that the integration of Capit
alMark’s operations with
Pinnacle’s will be materially delayed or will be more costly or difficult th
an expected, (11) the possibility that the merger may be more expensive to c
omplete than
anticipated, including as a result of unexpected factors or events, (12) the
dilution caused by Pinnacle’s issuance of additional shares of its commo
n stock in the merger
and (13) general competitive, economic, politics of and market conditions.
Additional factors which could affect the forward looking statements ca
n be found in Pinnacle’s
Annual Report on Form 10
‐
K, Quarterly Reports on Form 10
‐
Q, and Current Reports on Form 8
‐
K filed with or furnished to the Securities and Exchange Commission (the
“SEC”) and available on the SEC's website at http://www.sec.gov. Pinnacle a
nd CapitalMark Bank &Trust (“Capital
Mark”) disclaim any obligation to u
pdate or revise any
forward
‐
looking statements contained in this presentation which speak only as of th
e date hereof, whether as a result of new information, future events or othe
rwise.
Additional Information and Where to Find ItIn connection with the proposed merger, Pinnacle i
ntends to file a registration statement on Form S
‐
4 with the SEC to register the shares of Pinnacle common stock that will be
issued to CapitalMark’s shareholders in connection with the transaction.
The registration statement will include a proxy statement/prospectus (t
hat will be delivered to
CapitalMark’s shareholders in connection with their required approval of th
eproposedmerger)andotherrelevantmaterialsinconnectionwiththep
roposed merger transaction
involving Pinnacle Bank and CapitalMark.
INVESTORS AND SECURITY HOLDERS ARE ENCOURAGED TO READ THE PROXY STATEMEN
T/PROSPECTUS WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS
TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT PINNACLE, CAPITALMARK AND
THE PROPOSED TRANSACTION.Investors and security holders may obtain free copies of these documents on
ce they are available through the website maintained by the SEC at http://w
ww.sec.gov. Free copies of
the proxy statement/prospectus also may be obtai
ned by directing a request by telephone or mail to Pi
nnacle Financial Partners Inc., 150 3rd Avenue So
uth, Suite 980, Nashville,
TN 37201, Attention: Investor Relations (615) 744
‐
3742 or CapitalMark, 801 Br
oad St., Chattanooga, TN 37402, Attention: Investor Relations (423) 386
‐
2828.
2
This communication shall not constitute an offer to sell or the solicitation
of an offer to buy securities, nor shall there be any sale of securities in a
ny jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of such jurisdiction.
Pinnacle’s
Focus
is
on
Long
‐
term
Shareholder
Value
5
‐
Year
Horizon
Q1’
15
Progress
PNFP
is
working
its
long
‐
term
plan
1. Expand CRE
asset
class
All
four
critical hires
currently
onboard
2
Expand
to
Tennessee’s
other
urban
markets
2
.
Expand
to
Tennessee’s
other
urban
markets
a) Chattanooga
b) Memphis
Negotiated
acquisition
of
CapitalMark
3
Increase
assets
to
>
$10B
3
.
Increase
assets
to
>
$10B
4. Increased
capital
allocation
to
fee
businesses
that
can
drive
shareholder
value
Completed
investment
in
BHG
which
is
projected
to
yield
7
–9%
EPS
accretion
Filed
broker
‐
dealer
a
pp
lication
,
PNFP
Ca
p
ital
pp
,
p
Markets
to
be
operational
in
a
few
months
5. Continued focus
on
bottom line
results
Q1’
15
investor
call
on
4/22
3
Pinnacle
Has
Targeted
Four
Urban
Markets
Chattanooga
is
an
important
piece
of
the
puzzle
Significant
Regional
Bank
Competitors
1. First Horizon2. Regions3. SunTrust
1. Bank of America2. Regions3. SunTrust
1. First Horizon2. SunTrust3. Regions
1. First Horizon2. SunTrust3. Regions
Significant
Regional
Bank
Competitors
4
CapitalMark
Transaction
Rationale
•
CapitalMark
is
an
ideal
merger
partner
for
PNFP
−
Largest
local
bank
in
Chattanooga
MSA
−
5
‐
y
ear
Loan
and
De
p
osit
CAGRs
of
18%
y
p
−
Q1’15:
1.00%
ROAA,
11.7%
ROACE
and
59.8%
Efficiency
Ratio
−
FY
2014:
0.83%
ROAA,
10.0%
ROACE
and
58.4%
Efficiency
Ratio
il k’
k
h
ii
il
k
h
lbl
il
bk
•
Cap
i
ta
l
Mar
k’
s
mar
k
et
s
h
are
pos
i
t
i
ons
P
i
nnac
l
e
to
attac
k
t
h
e
same
vu
l
nera
bl
e
reg
i
ona
l
b
an
k
s
−
4
th
in
Nashville
−
4
th
in
Chattanooga
−
6
th
in
Knoxville
•
CapitalMark’s
commercial
client
orientation
is
virtually
identical
to
Pinnacle’s
•
Attractive
financial
impact
−
$7+
billion
in
pro
forma
total
assets
−
Immediately
accretive
to
earnings;
approximately
5%
long
‐
term
EPS
accretion
Less
than
2%
day
one
TBV
dilution;
a
ccretive
to
tangible
book
value
in
25
years
5
−
Less
than
2%
day
‐
one
TBV
dilution;
a
ccretive
to
tangible
book
value
in
2
.
5
years
−
Approximately
20%
IRR
CapitalMark
is
an
Ideal
Partner
for
PNFP
Since
its
founding
in
2007,
CapitalMark
has
produced
Pinnacle
‐
like
organic
growth
Assets
Loans
$391
$464
$662
$780
$828
$930
$968
$500$750
$1,000
$459
$584
$718
$765
$500$750
$1,000
$391
$0
$250
$500
2009 2010 2011 2012 2013 2014 Q1'15
$315
$328
$363
$0
$250
$500
2009 2010 2011 2012 2013 2014 Q1'15
Deposits
Tangible
Common
Equity
$
$77
$80
$100
$
$685
$781
$840
$1,000
$40
$46
$52
$
67
$67
$25$50$75
$336
$406
$573
$
673
$685
$250$500$750
6
Source:
SNL
Financial,
Company
Documents
Note:
Dollars
in
millions
$0
2009 2010 2011 2012 2013 2014 Q1'15
$0
2009 2010 2011 2012 2013 2014 Q1'15
CapitalMark
is
an
Ideal
Partner
for
PNFP
CapitalMark
has
matured
to
the
point
of
rapid
operating
leverage,
much
like
Pinnacle
Net
Income
to
Common
ROAA
$4 913
$7,185
$9,042
$6,000$8,000
$10,000
$6,448
$5,629
0.72%
0.75%
0.65%
0 61%
0.83%
1.00%
0.60%0.80%1.00%1.20%
0.73%
0.91%
$2,674
$3,129
$3,244
$4,291
$4
,
913
$0
$2,000$4,000
2009 2010 2011 2012 2013 2014 Q1'15*
0.58%
0
.
61%
0.00%0.20%0.40%
2009 2010 2011 2012 2013 2014 Q1'15
4.2%
4.0%
4.2%4.5%
Net
Interest
Margin
Efficiency
Ratio
72.7%
68.9%
70.0%75.0%
3.5%
3.6%
3.8%
3.8%
3.9%
3.3%3.6%3.9%
64.2%
62.4%
63.4%
58.4%
59.8%
55.0%60.0%65.0%
3.0%
2009 2010 2011 2012 2013 2014 Q1'15
7
50.0%
2009 2010 2011 2012 2013 2014 Q1'15
Source:
SNL
Financial,
Company
Documents
Note:
Dollars
in
thousands;
yellow
shading
indicates
net
income
attributable
to
realized
gain
on
securities
in
FY
2012
and
2013;
assumes
35%
tax
rate;
CapitalMark
became
a
fully
‐
taxable
entity
in
2011;
*
Q1’15
Net
Income
to
Common
annualized
CapitalMark
is
an
Ideal
Partner
for
PNFP
CapitalMark’s
disciplined
credit
culture
has
produced
outstanding
asset
quality
NPLs
/
Loans
NPAs
/
Assets
4.1%
2.7%
2.3%
2.4%
3.0%4.0%5.0%
3.7%
1.9%
17%
20%3.0%4.0%
0.1%
0.9%
0.8%
0.0%1.0%2.0%
2009 2010 2011 2012 2013 2014 Q1'15
1.2%
1.4%
1
.
7%
1.1%
1.0%
0.0%1.0%
2
.
0%
2009 2010 2011 2012 2013 2014 Q1'15
ALLL
/
Gross
Loans
NCOs
/
Avg.
Loans
1.4%
1.8%
13%
1.3%
1.5%2.0%
1.2%
1.5%
1
.
3%
1.3%
1.2%
1.0%
1.0%
0.5%1.0%
1.5%
0.3%
0.1%
0.2%
0.5%
0.5%
00%
0.5%1.0%
8
Source:
SNL
Financial,
Company
Documents
Note:
Nonperforming
loans
and
assets
include
TDRs
0.0%
2009 2010 2011 2012 2013 2014 Q1'15
0
.
0%
0.0%
2009 2010 2011 2012 2013 2014 Q1'15
CapitalMark
is
an
Ideal
Partner
for
PNFP
CapitalMark
is
a
“top
‐
quartile”
grower
that
should
actually
increase
PNFPs
growth
rate
CapitalMark
vs
Selected
De
Novo
Banks
$790
$883
$930
$900
$1,000
Assets
‐
CapitalMark
Assets
‐
De
Novo
Bank
75th
Percentile
Loans
‐
CapitalMark
$491
$710
$790
$718$781
$500$600$700$800
Loans
‐
De
Novo
Bank
75th
Percentile
Deposits
‐
CapitalMark
Deposits
‐
De
Novo
Bank
75th
Percentile
$205
$357
$407
$200$300$400
$500
$40
$0
$100
012345677.75
Year
9
Source:
SNL
Financial
Note:
Bank
level
data;
Selected
de
novo
banks
defined
as
nationwide
de
novo
banks
founded
between
2003
‐
2008
with
total
assets
greater
than
$250
million
as
of
December
31,
2014
excluding
merger
targets
and
defunct
or
merged
banks
(1):
As
of
December
31,
2014
CapitalMark
is
an
Ideal
Partner
for
PNFP
CapitalMark
Bank
&
Trust
PNFP
Long
‐
term
Targets
CapitalMark’s
model
generally
matches
PNFP’s
with
great
potential
for
revenue
synergies
Q1'15
3.85
%
FY
2014
3.81
3yr
Avg
3.71
Q1'15
0.38
%
FY
2
0
1
4
0.36
NIM
NII
/
AA
(1)
0.8%
‐
1.0%
3.7%
‐
3.9%
FY
04
0.36
3yr
Avg
0.13
Q1'15
2.40
%
FY
2014
2.34
3yr
Avg
2.40
Q1'15
59.8
%
NII
/
AA
NIE
/
AA
Efficienc
2.1%
‐
2.3%
FY
2014
58.4
3yr
Avg
61.4
Q1'15
1.00
%
FY
2014
0.83
3yr
Avg
0.82
Efficienc
y
Ratio
ROAA
1.2%
‐
1.4%
‐‐
Q1'15
11.70
%
FY
2014
9.96
3yr
Avg
9.83
Q1'15
0.01
%
FY
2014
0.46
3yr
Avg
037
ROACE
NCOs
/
Avg
Loans
0.2%
‐
0.35%
‐‐
3yr
Avg
0
.
37
10
Source:
SNL
Financial,
Company
Documents
Note:
Bank
level
data;
3
‐
year
average
is
for
FY
2012
‐
2014
(1):
Excludes
securities
gains
CapitalMark
Positions
PNFP
to
Attack
Regionals
Pinnacle
and
CapitalMark
are
“market
‐
best”
at
taking
share
from
legacy
market
leaders
Nashville
2014
Market
Share
k
h
Knoxville
2014
Market
Share
Rk
Iii
2014
2007
Ch
Ran
k
Institution
2014
2000
C
h
ange
4Pinnacle
Financial
Partners
Inc.
9.36
%1.67
%7.69
%
10 Franklin
Financial
Network
Inc.
2.25
‐
2.25
5First
Horizon
National
Corp.
6.72
5.13
1.59
7Fifth
Third
Bancorp
3.40
2.29
1.11
8 Wilson
Bank
Holdin
g
Co.
3.39
2.34
1.05
R
an
k
I
nst
i
tut
i
on
2014
2007
Ch
ange
6Pinnacle
Financial
Partners
Inc.
3.44
%0.03
%3.41
%
5BB&T
Corp.
7.95
6.19
1.76
18 CapitalMark
Bank
&
Trust
0.99
‐
0.99
10 Clayton
HC
Inc.
1.72
1.10
0.62
8Bank
of
America
Cor
p
.1.96
2.00
(
0.04
)
g
9 Wells
Fargo
&
Co.
3.03
2.05
0.98
1Bank
of
America
Corp.
15.30
14.59
0.71
6U.S.
Bancorp
3.63
7.35
(3.72)
3SunTrust
Banks
Inc.
12.37
18.60
(6.23)
2Regions
Financial
Corp.
15.19
29.06
(13.87)
p
()
2SunTrust
Banks
Inc.
16.14
16.19
(0.05)
9Twin
Cities
Financial
Services
Inc. 1.80
1.96
(0.16)
4Home
Federal
Bank
of
Tennessee 10.62
10.87
(0.25)
1First
Horizon
National
Corp.
18.46
19.11
(0.65)
7 MoneyTree
Corp.
2.16
2.83
(0.67)
3Regions
Financial
Corp.
14.67
18.25
(3.58)
Chattanooga
2014
Market
Share
Rank Institution
2014
2007
Change
4 CapitalMark
Bank
&
Trust
6.01
%0.52
%5.49
%
1
First
Horizon
National
Corp
24 23
19 89
434
1
First
Horizon
National
Corp
.
24
.
23
19
.
89
4
.
34
8 Sequatchie
Valley
Bancshares
Inc. 3.27
2.78
0.49
9First
Security
Group
Inc.
3.23
3.28
(0.05)
10 Bank
of
America
Corp.
2.67
2.81
(0.14)
6Cornerstone
Bancshares
Inc.
3.90
4.06
(0.16)
5First
Volunteer
Corp.
4.89
5.53
(0.64)
2
SunTrust
Banks
Inc.
18.74
21.01
(2.27)
11
Source:
SNL
Financial
Note:
Deposit
data
as
of
June
30
th
;
tables
include
current
top
10
institutions
by
deposit
market
share
2
SunTrust
Banks
Inc.
18.74
21.01
(2.27)
7N
W
Services
Corp.
3.61
6.24
(2.63)
3Regions
Financial
Corp.
13.58
17.90
(4.32)
CapitalMark’s
Commercial
Strategy
is
Like
Pinnacle’s
CapitalMark’s
team
of
relationship
managers
is
highly
experienced
The
CapitalMark
Team
Banker
Years
Banker
Years
R.
Craig
Holley
32
Banker
10
16
Kenny
C.
Dyer
37
Banker
11
16
R
Ryan
Murphy
33
Banker
12
15
R
.
Ryan
Murphy
33
Banker
12
15
Banker
141Banker
13
14
Banker
236Banker
14
12
Banker
328Banker
15
11
Bk
4
27
Bk
16
10
B
an
k
er
4
27
B
an
k
er
16
10
Banker
524Banker
17
9
Banker
623Banker
18
9
Banker
720Banker
19
9
Banker
818Banker
20
8
Banker
918Banker
21
8
Average
Years
of
Experience:
20
years
12
Source:
Company
Documents
Average
Years
of
Experience:
20
years
CapitalMark’s
Commercial
Strategy
is
Like
Pinnacle’s
CapitalMark’s
loan
mix
highlights
its
commercial
orientation
CapitalMark
PNFP
Pro
Forma
7.0%
15.7%
0%
38 5%
5.2%
9.2%
18.0%
25.7%
1.8%
7.3%
16.0%
36.8%
4.8%
4.
0%
13.0%
16 6%
38
.
5%
3.5%
18.6%
23.3%
3.9%
13.7%
17 5%
Loans
($000)
Loans
($000)
Loans
($000)
Construction
&
Land
$322,466
7.0%
Construction
&
Land
$65,879
9.2%
Construction
&
Land
$388,345
7.3%
1
‐
4
Family
723,212
15.7%
1
‐
4
Family
128,896
18.0%
1
‐
4
Family
852,108
16.0%
Multi
‐
Family
183,126
4.0%
Multi
‐
Family
24,856
3.5%
Multi
‐
Family
207,982
3.9%
CRE
‐
Income
Producing
596,446
13.0%
CRE
‐
Income
Producing
133,518
18.6%
CRE
‐
Income
Producing
729,964
13.7%
16
.
6%
17
.
5%
CRE
‐
Owner
‐
Occupied
764,519
16.6%
CRE
‐
Owner
‐
Occupied
167,532
23.3%
CRE
‐
Owner
‐
Occupied
932,051
17.5%
C&I
1,773,960
38.5%
C&I
184,563
25.7%
C&I
1,958,523
36.8%
Consumer
&
Other
240,336
5.2%
Consumer
&
Other
12,683
1.8%
Consumer
&
Other
253,019
4.8%
Total
$4,604,065 100.0%
Total
$717,927 100.0%
Total
$5,321,992 100.0%
C&I
+
CRE
‐
Owner
‐
Occupied
Loans
:
55.1%
C&I
+
CRE
‐
Owner
‐
Occupied
Loans
:
49.0%
C&I
+
CRE
‐
Owner
‐
Occupied
Loans
:
54.3%
13
Source:
SNL
Financial
Note:
Financial
data
as
of
December
31,
2014
per
Call
Reports;
excludes
purchase
accounting
adjustments
Total
Commercial
Loans:
68.1%
Total
Commercial
Loans:
67.6%
Total
Commercial
Loans:
68.0%
CapitalMark’s
Commercial
Strategy
is
Like
Pinnacle’s
CapitalMark
PNFP
Pro
Forma
CapitalMark’s
deposit
mix
highlights
its
commercial
orientation
27.6%
9.0%
19.3%
26.4%
26.5%
11.4%
63.4%
54 3%
62.1%
Deposits
($000)
Deposits
($000)
Deposits
($000)
Non
‐
interest
Bearing
$1,321,053 27.6%
Non
‐
interest
Bearing
$150,825 19.3%
Non
‐
interest
Bearing
$1,471,878 26.5%
Int.
Bearing
Trans.
&
Savings
3,030,408
63.4%
Int.
Bearing
Trans.
&
Savings
423,987
54.3%
Int.
Bearing
Trans.
&
Savings
3,454,395
62.1%
Time
Deposits
431,144
9.0%
Time
Deposits
205,688
26.4%
Time
Deposits
636,832
11.4%
Total
Deposits
$4,782,605 100.0%
Total
Deposits
$780,500 100.0%
Total
Deposits
$5,563,105 100.0%
54
.
3%
14
Source:
SNL
Financial;
Company
Documents
Note:
Financial
data
as
of
December
31,
2014;
excludes
purchase
accounting
adjustments
Transaction
Structure
Consideration
•
Fixed
exchange
ratio
of
0.5000x
•
90%
Stock
/
10%
Cash
consideration
Oti
ll d
it
iil
PNFP
ti
•
O
p
ti
ons
ro
ll
e
d
‐
over
i
n
t
o
s
i
m
il
ar
PNFP
op
ti
ons
•
9.7%
fully
diluted
ownership
for
CapitalMark
•
$
22.
3
1
pe
r
s
h
a
r
e
;
$
1
8
7.
0
milli
o
n
in
t
h
e
agg
r
egate
Transaction
Value
(1)
$3
pe
sae
;
$
80
o
te
agg egate
•
Price
/
Q1
’15
Tangible
Book
Value:
204%
•
Price
/
Q1
’15
Annualized
EPS:
19.2x
CapitalMark
Leadership
•
R.
Craig
Holley
(Chairman,
President
and
CEO),
Kenny
C.
Dyer
(Banking
Group
President)
and
R.
Ryan
Murphy
(EVP
and
Business
Unit
Group
Head)
retained
•
1
Board
seat
–
Charles
E.
Brock
1
Board
seat
Charles
E.
Brock
Expected
Closing
•
Late
Q3’
2015
/
Early
Q4’
2015
•
Customary
regulatory
and
CapitalMark
shareholder
approvals
required
15
(1):
Based
on
CapitalMark’s
7.3
million
common
shares
outstanding,
1.7
million
options
with
a
WAEP
of
$8.82
and
PNFP’s
closing
stock
price
of
$44.61
as
of
April
7,
2015
•
PNFP
shareholder
approval
is
not
required
Transaction
Assumptions
Consideration
•
3.3
million
PNFP
Common
Shares
to
be
issued
•
$16
million
Cash
Consideration,
plus
SBLF
redemption
of
$18.2
million
Purchase
Accounting
•
Mark
to
loan
portfolio
of
approximately
$20.5
million
•
Mark
to
OREO
of
30%
Accounting
Adjustments
•
Mark
to
OREO
of
30%
•
Core
deposit
intangible
of
1.5%
amortized
straight
‐
line
over
10
years
Cost
Savings
•
30%
cost
savings
−
Eventual
operating
environment
projected
to
be
similar
to
PNFP’s
Knoxville
franchise
Approximately
80%
phase
in
for
FY
2016;
100%
thereafter
−
Approximately
80%
phase
‐
in
for
FY
2016;
100%
thereafter
Merger
Related
E
•
$
11.5
million
after
‐
tax
16
E
xpenses
$
Comprehensive
Due
Diligence
Overview
Key
Focus
Area
Action
Observation
Risk
Management
•
Key
risk
managers
at
Pinnacle
participated
in
due
diligence
including
CEO,
CFO,
CAO,
CCO,
•
Due
diligence
process
designed
to
be
consistent
with
Pinnacle
EWRM
practices
CRM,
etc.
•
Approximately
one
month
Credit
•
Detail
loan
reviews
on
approximately
60%
of
loan
portfolio.
•
Conducted
portfolio
review
of
consumer
loan
segments.
•
CapitalMark’s
client
selection
process
consistent
with
Pinnacle’s
•
No
pro
forma
loan
concentration
issues
•
Substantial
in
‐
market
focus
Asset /
Liability
Sensitivity
•
Detail review
of
investment
securities
and
various
interest
rate
risk
scenarios
•
CapitalMark’s
balance
sheet
is
more
liability
sensitive
–expect
to
mitigate
for
rising
rates
Non
‐
core
Funding
•
Deposit
book
reviewed
with
emphasis
on
li
q
uidit
y
risk
and
de
p
osit
concentrations
•
CapitalMark’s
non
‐
core
funding is
higher
than
Pinnacle’s
–new
retail
branch
locations
should
fortify
core
funding
qy
p
should
fortify
core
funding
Compliance
•
Compliance
functions
reviewed
by
Pinnacle
EWRM
manager
and
Chief
Compliance
Officer
•
CapitalMark
has
developed
a
comprehensive
and
effective
compliance
risk
management
process
•
Pinnacle
due
diligence
team
gained
N
fi di
h
ld
dl
il
IT
&Operations
Pinnacle
due
diligence
team
gained
meaningful
understanding
of
IT
and
operational
practices
•
N
o
fi
n
di
ngs
t
h
at
wou
ld
d
e
l
ay
operat
i
ona
l
integration
Personnel Practices
and
Policies
•
Pinnacle due
diligence
team
gained
understanding
of
personnel
practices
and
•
HR
policies generally
consistent
with
Pinnacle
policies
•
Benefits
in
the
aggregate
we
believe
will
be
17
and
Policies
policies
Benefits
in
the
aggregate
we
believe
will
be
positively received
Financial
Impact
EPS
Impact
•
~2.5%
accretive
in
2016
•
~
45%
accretive
in
2017
4
.
5%
accretive
in
2017
Tangible
Book
Value
Impact
•
Dilution
at
close
of
approximately
1.7%
•
Accretive
to
tangible
book
value
in
2.5
years
Pro
Forma
Capital
•
~9%
TCE
/
TA
•
~9.5%
Leverage
Ratio
Capital
•
~11.5%
Total
Capital
IRR
•
Approximately
20%
IRR
18
IRR
•
Approximately
20%
IRR
Appendix
•
Overview
of
CapitalMark
Bank
&
Trust
•
5
‐
year
Financial
Summary
•
CapitalMark
Management
Biographies
•
Addition
to
PNFP
Board
of
Directors
•
Chattanooga
and
Tennessee
Market
Demographics
•
Deposit
Market
Share
– Tennessee
•
Deposit
Market
Share
–MSAs
19
Overview
of
CapitalMark
Bank
&
Trust
PNFPCapitalMark
Bank
&
Trust
Q1'15
Results
Assets
$968
Loans
765
Deposits
840
Deposits
840
TCE
80
ROAA
1.00 %
ROAE
9.53
NIM
3.85
Efficiency
Ratio
59.8
NPAs
/
Assets
1.0 %
TCE
/
TA
8.3 %
Leverage
10.5
•
Founded
in
2007
•
4
branches
strategically
located
in
key
TN
markets
Total
RBC
11.
9
•
Seasoned
management
team
with
long
‐
standing,
in
‐
market
customer
relationships
•
Commercial
business
model
20
•
Strong
financial
performance
Source:
SNL
Financial;
Company
Documents
5
‐
Year
Financial
Summary
For
the
Year
Ended
December
31,
For
the
Quarter
Ended,
Dollars
in
Thousands
2010
2011
2012
2013
2014
3/31/2015
Balance
Sheet
Total
Assets
$464,038
$662,071
$780,139
$828,163
$930,377
$968,268
Gross
Loans
(Incl.
HFS)
328,447
363,211
459,083
583,563
717,927
765,481
Deposits
405,961
572,967
672,541
684,751
780,500
840,426
Total
Equity
46,192
70,703
85,314
85,182
95,247
98,526
Gross
Loans
(Excl.
HFS)
/
Deposits
80.6 %
62.6 %
67.7 %
85.1 %
91.7 %
91.1 %
Net
Loans
(Excl.
HFS)
/
Assets
69.2
53.5
57.5
69.5
76.1
78.3
CapitalCapitalTangible
Common
Equity
/
Tangible
Assets
10.0 %
7.9 %
8.6 %
8.1 %
8.3 %
8.3 %
Tier
1
Leverage
Ratio
10.5
11.3
10.7
10.9
10.3
10.5
Tier
1
Capital
Ratio
12.9
16.1
15.6
13.5
11.8
11.1
Total
Capital
Ratio
14.2
17.1
16.7
14.6
12.7
11.9
Asset
Quality
NPLs
(Incl.
TDRs)
/
Loans
4.14 %
2.73 %
2.29 %
2.36 %
0.87 %
0.80 %
NPAs
(Incl.
TDRs)
/
Assets
3.74
1.91
1.44
1.70
1.05
0.99
Reserves
/
NPLs
(Incl.
TDRs)
44.3
45.9
58.8
51.4
114.5
119.3
Reserves
/
Loans
1.83
1.25
1.34
1.22
1.00
0.96
NCOs
/
Average
Loans
0.141.230.160.500.46
0.01
Earnin
g
s
&
Profitabilit
y
g
y
Net
Income
to
Common
Shareholders
$3,129
$3,244
$6,448
$5,629
$7,185
$2,261
Net
Interest
Margin
4.17 %
4.03 %
3.55 %
3.78 %
3.81 %
3.85 %
Efficiency
Ratio
68.9
64.2
62.4
63.4
58.4
59.8
Non
‐
Interest
Income
/
Avg.
Assets
0.26
0.25
0.23
0.40
0.36
0.38
Non
‐
Interest
Expense
/
Avg.
Assets
2.86
2.64
2.30
2.55
2.34
2.40
21
Source:
SNL
Financial,
Company
Documents
ROAA
0.75
0.65
0.91
0.73
0.83
1.00
ROAE
7.00
5.99
8.66
6.88
8.15
9.53
CapitalMark
Management
Biographies
Mr. Holley is Chairman, President and Chief E
xecutive Officer of CapitalMark Bank & Trust. Mr. Holley earned his Bachelor of Science
degree in Economics at Auburn University in Auburn, Alabama in 1979, and is a 1987 graduate of the School of Banking of the Southat Louisiana State University. In 1998, he successfully completed Georgia State University’s Management Development Program atthe Center for Executive Education in Atlanta, Georgia; and is a 2002 graduate of the Center of Creative Leadership in Greensboro,North Carolina. Prior to founding CapitalMa
rk, Mr. Holley worked for over 25 years with AmSouth Bank, serving as regional president
for the bank’s southeast Tennessee/North Georgia area. He is a member of the boards of directors of the Nashville Branch of theFederal Reserve Bank of Atlanta and Siskin Children’s Institute. He is vice chairman of the Hunter Museum of American Art and pastchair of the Chattanooga Economic Development Council . In addition, Mr. Holley serves on the FIS national CEO Strategic PlanningAdvisory Council.Mr. Holley is a past member of the University of Tennessee at Chatta
nooga College of Business Adviso
ry Board and of the Chancellor’s
Roundtable
He
has
served
on
the
boards
of
directors
of
the
Chattanooga
Area
Chamber
of
Commerce
United
Way
of
Greater
R.
Craig
Holley
Ch i
id
Roundtable
.
He
has
served
on
the
boards
of
directors
of
the
Chattanooga
Area
Chamber
of
Commerce
,
United
Way
of
Greater
Chattanooga, ArtsBuild, Girls Preparatory School, Ochs Center for Metropolitan Studies, Chattanooga Neighborhood Enterprise, T.C.Thompson Children’s Hospital Foundation, Tennessee River Gorge Trust, Cherokee Area Council of the Boy Scouts of America, FirstThings First, and the YMCA of Metropolitan Chattanooga.
Ch
a
i
rman,
Pres
id
ent
and
Chief
Executive
Officer
Mr. Dyer serves as the Banking Group President. He graduated from the McCallie School and earned his Bachelor of Science Degreefrom the University of Tennessee at Chattanooga, where he was co
‐
captain of the baseball team and a recipient of the Leadership
Award during his tenure. Mr. Dyer graduated from the Stonier G
raduate School of Banking, the T
ennessee Bankers Association
Advanced Commercial Lending School, and Regions Leadership University. A 33
‐
year banking veteran, he was the former Chattanooga
City President for Regions Bank. While at Regions, Mr. Dyer was named the 2005 Commercial Banking Executive of the Year for theMidSouth Region. He previously served as the Regional President of Frontier Bank. In 1978, he began his banking career as a
management
trainee
with
Pioneer
Bank
holding
several
management
positions
and
eventually
ascended
to
the
position
of
President
Kenneth
C.
Dyer
III
Bankin
g
Grou
p
management
trainee
with
Pioneer
Bank
holding
several
management
positions
and
eventually
ascended
to
the
position
of
President
in 1998. Mr. Dyer has served on several civic boards including the Advisory Board of the University of Tennessee at ChattanoogaDepartment of Finance, the United Way of Chattanooga, the Chattanooga Community Development Financial Institution,Chattanooga Neighborhood Enterprises, and Better Business Bur
eau of Chattanooga. Additionally, he was president of McCallie
School Alumni Association and was an active member the UTC Alumni Council.
22
g
p
President
Source:
Company
Documents
CapitalMark
Management
Biographies
Mr. Murphy serves as Business Unit Group Head. He graduated f
rom the Baylor School in Chattanooga and earned a degree in
Corporate Finance and Investment Management from the University of Alabama. In 1992, he earned his degree from The GraduateSchool of Banking of the South at LSU. In 1997, he earned the Certified Cash Manager designation. He began his banking career in1982 with First Tennessee Bank where he held posts varying from branch assistant manager, correspondent banking officer, andcorporate banking officer. He went on to work for AmSouth Ba
nk in Chattanooga as commercial banking officer and later,
Ryan
Murphy
i
i
G
department head of Commercial Banking for the Southeast Tennessee and North Georgia region. He served as the ChattanoogaRegional President for FSG Bank in Chattanooga. He serves on the board of Teen Challenge of the Mid
‐
South, Chattanooga
Metropolitan YMCA and is a member of Rotary of Chattanooga. He has served on the boards of The Heart Association, SeniorNeighbors of Chattanooga and Chattanooga Pri
son Ministries. In addition, Mr. Murphy has w
orked in various capacities as a volunteer
for the Boy Scouts, the Chattanooga Chamber of Commerce and the United Way of Chattanooga.
Bus
i
ness
Un
i
t
G
roup
Head
23
Source:
Company
Documents
Addition
to
PNFP
Board
of
Directors
Charles E. Brock is President and Chief Executive Officer of Launch Tennessee, a state
‐
wide initiative to harness innovation, capital
and the entrepreneurial spirit to make Tennessee the best place in the Southeast to start a business. He was formerly the ManagingPartner of FourBridges Capital Advisors, a middle
‐
market investment bank based in Chattanooga that serves clients throughout the
Southeast. He has also served as the Executive Entrepreneur of CoLab, whose mission is to support entrepreneurs in the SE TN region.Additionally, Charlie is a founding partner of Chattanooga Renaissance Fund, Chattanooga's first angel capital group committed to
helping fund and mentor startup companies in the region.In 1998, he helped start Foxmark Media, growing it into one of the nation's leading mall advertising companies, operating in over 35markets. As the company's CEO and largest shareholder, he structured three rounds of private financing before selling the companyin 2006 to Australian based EYE Corp, one of the world's leading out
‐
of
‐
home media companies. Prior to starting Foxmark, he held
marketing and sales positions with Brock Candy Company and its su
ccessor, Brach and Brock Confections. Mr. Brock has commercial
banking
experience
as
a
loan
officer
with
SunTrust
Bank
Mr
Brock
is
an
active
member
of
the
Nashville
chapter
of
the
Entrepreneurs
banking
experience
as
a
loan
officer
with
SunTrust
Bank
.
Mr
.
Brock
is
an
active
member
of
the
Nashville
chapter
of
the
Entrepreneurs
Organization, a worldwide network of over 9,000 business owners
. Charlie serves on the board of the Boys & Girls Club, Outreach
Haiti, and as Endowment Chair at Good Shepherd Church. Mr. Brock has a B.A. from the University of the South, where he is a formermember of the Board of Trustees. Charlie holds a Series 7 and Series
63 license, and is also a Series 24 Registered Securities Principal.
Charlie
Brock
Director
24
Source:
Company
Documents
Chattanooga
Market
Chattanooga
is
Tennessee’s
4
th
largest
MSA
as
measured
by
both
population
and
deposits
Economic
Drivers
Recent
Corporate
Investments
Investments
Announced
Since
2010
•
147
total
projects;
57
new
projects
•
Over
$1.7
billion
invested
•
Over
25,000
new
jobs
Diversified
industry
base
•
No
business
type
employs
greater
than
20%
of
the
Chattanooga
MSA
workforce
•
Over
28,000
businesses
employ
over
260,000
people
generating
~$41
billion
in
annual
Over
25,000
new
jobs
•
Corporations
include:
people
generating
~$41
billion
in
annual
sales
Tourism
over
$1
billion
in
revenue
for
first
time
in
2014
Volkswagen
Manufacturing
Plant
•
$1
billion
investment
in
Chattanooga
since
20082008
•
Over
3,200
Volkswagen
employees
&
9,500
indirect
supplier
employees
•
Estimated
$12
billion
income
growth
effect
in
Tennessee
25
Source:
Company
Documents,
SNL
Financial,
Volkswagen
Group,
Chattanooga
Chamber
of
Commerce,
U.S.
Department
of
Labor,
Bureau
of
Labor
Statistics,
Hoover’s,
Nooga
Media
Tennessee
Market
Demographics
Tennessee
Market
Demographics
Total
Current 2014
‐
2019E
Current
2014
‐
2019E
Deposits
Population
Pop.
Growth Median
HHI Median
HHI
Growth
Top
20
MSAs
($Ms)
(000s)
(%)
($)
(%)
Top
20
MSAs
($Ms)
(000s)
(%)
($)
(%)
Nashville,
TN
$44,071
1,766
7.15 % $50,439
4.84 %
Memphis,
TN
‐
MS
‐
AR
23,722
1,353
2.63
45,334
0.95
Knoxville,
TN
14,748
855
2.68
44,405
5.00
Chattanooga,
TN
‐
GA
8,505
544
3.81
41,704
0.45
Kingsport
‐
Bristol
‐
Bristol,
TN
‐
VA
4,283
310
0.00
41,083
10.41
Clarksville,
TN
‐
KY
3,264
286
12.32
47,492
19.92
Johnson
City,
TN
2,764
202
2.07
38,013
7.36
Jackson,
TN
2,029
131
0.95
39,102
0.90
Cleveland,
TN
1,572
119
3.76
38,586
3.81
Morristown,
TN
1,407
115
1.61
38,170
2.58
Cookeville
TN
2 039
107
166
32 142
(2 96)
Cookeville
,
TN
2
,
039
107
1
.
66
32
,
142
(2
.
96)
Tullahoma
‐
Manchester,
TN
1,402
100
0.20
39,943
0.90
Sevierville,
TN
2,059
94
6.04
42,674
0.60
Greeneville,
TN
890
69
(0.45)
31,753
(2.92)
Crossville,
TN
950
58
3.55
37,174
3.45
Athens,
TN
853
52
0.45
35,553
(4.18)
Shelbyville,
TN
585
46
2.27
40,887
6.99
Lawrenceburg,
TN
579
42
0.90
35,333
3.60
McMinnville,
TN
796
40
(0.25)
34,464
5.10
Dyersburg,
TN
658
38
(0.25)
40,886
8.74
Tennessee
$122,070
6,532
3.65
$43,390
3.81
26
Source:
SNL
Financial
Note:
Deposit
data
as
of
June
30,
2014
United
States
$9,079,331
317,199
3.50
$51,579
4.58
Deposit
Market
Share
– Tennessee
•
PNFP
strengthens
its
Tennessee
footprint
−
Nearly
$5.5B
in
pro
forma
deposits
Tennessee
June
'14
Total
Market
Deposits
Share
Rank Institutions
($M)
(%)
−
#5
rank
•
Entrance
into
Chattanooga,
TN
‐
GA
MSA
and
Cleveland
TN
MSA
1Regions
Financial
Corp.
17,312
14.18
2First
Horizon
National
Corp.
16,052
13.15
3 SunTrust
Banks
Inc.
12,202
10.00
4Bank
of
America
Corp.
8,238
6.75
Pro
Forma
5,416
4.44
5
Pinnacle
Financial
Partners
4680
383
Cleveland
,
TN
MSA
−
Largest
locally
‐
headquartered
bank
by
deposit
market
share
in
Chattanooga
MSA
−
Chattanooga:
$522 5
million
in
loans
and
5
Pinnacle
Financial
Partners
4
,
680
3
.
83
6U.S.
Bancorp
2,622
2.15
7BB&T
Corp.
2,500
2.05
8First
South
Bancorp
Inc.
1,844
1.51
9 Wells
Fargo
&
Co.
1,790
1.47
10 Home
Federal
Bank
of
Tennessee
1,678
1.37
Chattanooga:
$522
.
5
million
in
loans
and
$581.7
million
in
deposits
−
Cleveland:
$69.0
million
in
loans
and
$109.9
million
in
deposits
11 Wilson
Bank
Holding
Company
1,610
1.32
12 Fifth
Third
Bancorp
1,555
1.27
13 Simmons
First
National
Corp.
1,555
1.27
14 Capital
Bank
Finl
Corp
1,361
1.11
15 BancorpSouth
Inc.
1,179
0.97
16
First
Citizens
Bancshares
Inc
1177
096
•
Expands
Knoxville,
TN
MSA
presence
−
CapitalMark’s
Knoxville
presence
includes
$174 0
million
in
loans
and
$148 8
million
in
16
First
Citizens
Bancshares
Inc
.
1
,
177
0
.
96
17 Franklin
Financial
Network
Inc
992
0.81
18 Clayton
HC
Inc.
976
0.80
19 First
Farmers
Merchants
Corp.
967
0.79
20 CapStar
Bank
871
0.71
24 CapitalMark
Bank
&
Trust
736
0.60
27
$174
.
0
million
in
loans
and
$148
.
8
million
in
deposits
Source:
SNL
Financial,
Company
Documents
Note:
Loan
and
deposit
data
by
MSA
as
of
3/31/2015;
Chattanooga
data
includes
G&A
deposit
and
selected
loans
(includes
mortgage
HFS,
employee
and
director
loans
and
loan
suspense
items)
Totals
122,070
100.00
Deposit
Market
Share
–MSAs
Chattanooga,
TN
‐
GA
(MSA)
June
'14
Total
Market
Deposits Share
Rank Institutions
($M)
(%)
Knoxville,
TN
(MSA)
June
'14
Total
Market
Deposits Share
Rank Institutions
($M)
(%)
Cleveland,
TN
(MSA)
June
'14
Total
Market
Deposits Share
Rank Institutions
($M)
(%)
1First
Horizon
National
Corp.
2,061 24.23
2SunTrust
Banks
Inc.
1,594 18.74
3Regions
Financial
Corp.
1,155 13.58
4CapitalMark
Bank
&
Trust
511 6.01
5First
Volunteer
Corp.
416 4.89
1First
Horizon
National
Corp.
2,722 18.46
2SunTrust
Banks
Inc.
2,381 16.14
3Regions
Financial
Corp.
2,163 14.67
4Home
Federal
Bank
of
Tennessee 1,566 10.62
5BB&T
Corp.
1,173 7.95
1First
Horizon
National
Corp.
266 16.91
2First
Citizens
Bancshares
Inc.
209 13.29
3BB&T
Corp.
203 12.92
4Regions
Financial
Corp.
201 12.78
5Bradley
County
Financial
Corp.
189 12.01
6
SmartFinancial
Inc.
332 3.90
7N
W
Services
Corp.
307 3.61
8 Sequatchie
Valley
Bcshs
Inc.
278 3.27
9First
Security
Group
Inc.
275 3.23
10 Bank
of
America
Corp.
227 2.67
11
LaFayette
Bankshares
Inc
208
244
Pro
Forma
654 4.43
6Pinnacle
Financial
Partners
508 3.44
7United
Community
Banks
Inc.
506 3.43
8Bank
of
America
Corp.
289 1.96
9Twin
Cities
Finl
Svcs
Inc.
265 1.80
10
Clayton
HC
Inc
253
172
6
United
Community
Banks
Inc.
95 6.02
7SunTrust
Banks
Inc.
92 5.83
8CapitalMark
Bank
&
Trust
79 5.03
9First
Volunteer
Corp.
73 4.65
10 First
Security
Group
Inc.
35 2.25
11
First
Bank
of
Tennessee
32
207
11
LaFayette
Bankshares
Inc
.
208
2
.
44
12 Community
Trust
&
Banking
Co.
115 1.35
13 Synovus
Financial
Corp.
114 1.34
14 General
Bancshares
Inc.
111 1.30
15 Community
National
Bank
104 1.22
1
6
Catoosa
Bancshares
Inc.
97 1.14
10
Clayton
HC
Inc
.
253
1
.
72
11 U.S.
Bancorp
165 1.12
12 Foothills
Bank
&
Trust
165 1.12
13 Citizens
of
Grainger
Cnty
Corp
159 1.08
14 Capital
Bank
Finl
Corp
157 1.07
15 Communit
y
Trust
Bancor
p
Inc.
153 1.04
11
First
Bank
of
Tennessee
32
2
.
07
12 Educational
Svcs
of
Am
Inc.
31 1.99
13 Peoples
Bancshares
of
TN
Inc
29 1.83
14 Athens
Bancshares
Corporation
28 1.80
15 Andrew
Johnson
Bancshares
Inc.
10 0.62
Totals
1572
100 00
17 BB&T
Corp.
97 1.13
18 Wells
Fargo
&
Co.
90 1.06
19 Sequatchie
County
Bncp
Inc.
82 0.97
20 Tri
‐
States
Bankshares
Inc.
82 0.96
Totals
8
,
505 100.00
y
p
16 TN
Valley
Financial
Hldgs
Inc.
148 1.01
17 CapitalMark
Bank
&
Trust
146 0.99
18 Mountain
Commerce
Bancorp
Inc
129 0.88
19 Robertson
Holding
Co.
L.P.
127 0.86
20 Peoples
Bank
of
the
South
118 0.80
Totals
1
,
572
100
.
00
28
Source:
SNL
Financial
Note:
Deposit
data
as
of
June
30,
2014
,
Totals
14,748 100.00
Pinnacle 3Q 2020 Earnings Slides
guidanceUploaded 4/9/2026by pdf-importType: presentationPublished 6/15/2020
Content preview
Investor Call
THIRD QUARTER 2020
M. TERRY TURNER, PRESIDENT AND CEO
HAROLD R. CARPENTER, EVP AND CFO
TIM HUESTIS, EVP AND CHIEF CREDIT OFFICER
October 21, 2020
Time: 8:30 AM CDT
Webcast: www.pnfp.com(investor relations)
Audio only: 877-602-7944
Safe Harbor Statements
Forward Looking Statements
All statements, other than statements of historical fact, included in this presentation, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Se...
Show full content (77,469 chars)
Investor Call
THIRD QUARTER 2020
M. TERRY TURNER, PRESIDENT AND CEO
HAROLD R. CARPENTER, EVP AND CFO
TIM HUESTIS, EVP AND CHIEF CREDIT OFFICER
October 21, 2020
Time: 8:30 AM CDT
Webcast: www.pnfp.com(investor relations)
Audio only: 877-602-7944
Safe Harbor Statements
Forward Looking Statements
All statements, other than statements of historical fact, included in this presentation, 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," "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 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'sand
its customers' business, results of operations, asset quality and financial condition; (iii) 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; (iv) 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; (v) changes in loan underwriting, credit review or loss reserve policies associated with economic conditions, examination conclusions, or regulatory developments; (vi) effectiveness of
Pinnacle Financial'sasset management activities in improving, resolving or liquidating lower-quality assets; (vii) the impact of competition with other financial institutions, including pricing pressures and the
resulting impact on Pinnacle Financial’sresults, including as a result of compression to net interest margin; (viii) adverse conditions in the national or local economies including in Pinnacle Financial'smarkets
throughout Tennessee, North Carolina, South Carolina, Georgia and Virginia,particularly in commercial and residential real estate markets; (ix) 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 matchdeposit rates with the changes in the short-term rate environment, or that affect the yield
curve; (x) the results of regulatory examinations; (xi) Pinnacle Financial'sability 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) anymatter 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 financialadvisors (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'sboard 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; (xxiii) changes in state and federal legislation,
regulations or policies applicable to banks and other financial service providers, like BHG, including regulatory or legislativedevelopments; (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 lookingstatements can be found in Pinnacle Financial'sAnnual Report on Form 10-K, Quarterly Reports on Form 10-Q, 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 presentation, which speak only as
of the date hereof, whether as a result of new information, future events or otherwise.
2
Safe Harbor Statements
Non-GAAP Financial Matters
This presentation contains certain non-GAAP financial measures, including, without limitation, earnings per diluted common share, efficiency ratio, adjusted pre-tax, pre-provision net revenue and the
ratio of noninterest expense to average assets, excluding in certain instances the impact of expenses related to other real estate owned, gains or losses on sale of investment securities, the charges
associated with Pinnacle Financial'sbranch rationalization project, FHLB restructuring expenses, the sale of the remaining portion of Pinnacle Bank's non-prime automobile portfolio and other matters for
the accounting periods presented. This presentation also includes non-GAAP financial measures which exclude the impact of loans originated under the PPP. This presentation may also contain certain
other non-GAAP capital ratios and performance measures that exclude the impact of goodwill and core deposit intangibles associated with Pinnacle Financial'sacquisitions of BNC, Avenue Bank, Magna
Bank, CapitalMarkBank & Trust, Mid-America Bancshares, Inc., Cavalry Bancorp, Inc. and other acquisitions which collectively are less material to the non-GAAP measure as well as the impact of Pinnacle
Financial'sSeries B Preferred Stock. The presentation of the non-GAAP financial information is not intended to be considered in isolation or as a substitute for any measure prepared in accordance with
GAAP. Because non-GAAP financial measures presented in this presentation are not measurements determined in accordance with GAAPand are susceptible to varying calculations, these non-GAAP
financial measures, as presented, may not be comparable to other similarly titled measures presented by other companies.
Pinnacle Financial believes that these non-GAAP financial measures facilitate making period-to-period comparisons and are meaningful indications of its operating performance. In addition, because
intangible assets such as goodwill and the core deposit intangible, and the other items excluded each vary extensively from company to company, Pinnacle Financial believes that the presentation of this
information allows investors to more easily compare Pinnacle Financial'sresults to the results of other companies. Pinnacle Financial'smanagement utilizes this non-GAAP financial information to
compare Pinnacle Financial'soperating performance for 2020 versus certain periods in 2019 and to internally prepared projections.
3
3Q20 Financial Information
Despite the difficult operating environment, thekey success measures of asset
quality, core deposit growth, fee growth, pre-provision net revenue growth and
tangible book value accretion were all very strong this quarter.
3Q20 Summary Results of Key GAAPMeasures
5
Total Revenues
FD EPSNet Income Available to
Common Shareholders
Total Loans
(millions)
Total DepositsBook Value per Common Share
NPA/ Loans & OREO
Classified Asset Ratio
NCOs
$19.69
$23.32
$26.21
$31.60
$35.68
Tangible Book Value per
Common Share**
$7,715
$13,609
$16,077
$17,103
$22,004
Total Core Deposits
(millions)
$8,241
$15,260
$17,464
$19,346
$22,477
Total Loans
(millions)
$60,507
$116,295
$126,964
$145,722
$156,517
Adjusted Pre-Tax Pre-Provision
Net Income*
(millions)
$0.78
$0.90
$1.22
$1.45 $1.45
FD EPS*
CAGR 13.2%
$118,327
$216,159
$240,887
$278,008
$297,008
Total Revenues
CAGR 20.2%
3Q20 Summary Results of Key Non-GAAPMeasures
6
*: excluding merger-related charges, gains and losses on sales of investment securities, ORE expense (income), loss on sale of non-prime automobile portfolio, branch rationalization charges, FHLB restructuring charges and revaluation of deferred tax assets
**: excluding goodwill, core deposit and other intangible assets
Note: For a reconciliation of these Non-GAAP financial measures to the comparable GAAP measures, see slides 68-69.
CAGR 22.2%
CAGR 23.3%
CAGR 12.6%
CAGR 20.9%
Classified Asset Ratio
NCOs
NPA/ Loans & OREO
Loan demand is soft at this point in cycle
Loan growth flattish in 3Q20 but we remain optimistic regarding future loan growth from recent hires
$4,625
$4,737
$5,690
$6,458
$6,742
$6,998
$8,233
$8,357
$8,558
$9,817
$15,017
$15,520
$15,957
$16,730
$17,259
$17,630
$17,938
$18,611
$19,217
$19,600
$20,009
$22,257
$22,493
4.04%
3.20%
3.40%
3.60%
3.80%
4.00%
4.20%
4.40%
4.60%
4.80%
5.00%
5.20%
5.40%
$2,000
$4,000
$6,000
$8,000
$10,000
$12,000
$14,000
$16,000
$18,000
$20,000
$22,000
$24,000
Loan Yields
Average Loans
(millions)
7
14.2%
14.6%
18.7%
13.3%
11.7%
4.5%
15.2%
0.0%
4.0%
8.0%
12.0%
16.0%
20.0%
24.0%
Annual Organic Loan Growth
(excludes Day 1 merger impact)
Impact of PPPOrganic Growth
*: Annualized growth for YTD 2020
Average Loan Growth
8
16.3%
11.8%
16.9%
14.6%
7.1%
27.1%
14.6%
0.0%
5.0%
10.0%
15.0%
20.0%
25.0%
30.0%
35.0%
40.0%
45.0%
Annual Organic Deposit Growth
(excludes Day 1 merger impact)
Est. Impact of PPPOrganic Growth
Balance Sheet Growth Driven by Outsized Deposit Inflows
Deposit growth has been remarkable this year reflecting our initiatives in that area
$4,792
$4,885
$5,898
$6,787
$7,037
$7,093
$8,454
$8,791
$9,099
$10,394
$15,828
$16,092
$16,281
$16,949
$18,113
$18,368
$18,358
$18,865
$19,778
$20,079
$20,680
$24,807
$26,352
0.25%
0.43%
0.00%
0.30%
0.60%
0.90%
1.20%
1.50%
1.80%
2.10%
2.40%
2.70%
$-
$3,000
$6,000
$9,000
$12,000
$15,000
$18,000
$21,000
$24,000
$27,000
Avg. DepositsEOP FFS TargetCost of Deposits
Avg. Deposits
Deposit Rates
*: Annualized growth for YTD 2020
Average Deposit Growth
3Q20 Strong Quarter for Loan Pricing
Loan yields held very well in spite ofeconomic environment as RMs successfully obtain floors
Note: Weighted Average EOP Coupon Trends –excluding PPP loans, leases and credit cards and the impact of purchase accounting adjustments and impact from early payoffs which result in
immediate recognition of deferred fees and prepayment penalties and increase actual yields.
9
At September 30, 2020
37.7%
15.3%
4.3%
5.2%
37.4%
All Loans
LIBOR
Prime
T-Bill
Fixed Rate <1Y
Fixed Rate >1Y
45.7%
16.7%
0.8%
36.8%
C&I
38.2%
3.9%
4.7%
53.0%
CRE
53.4%
24.1%
1.3%
21.1%
Construction
Rate
Index
End-of-PeriodWeighted Average Coupon New Loans Weighted Average Coupon for the Quarter OriginationMix
Mar. 31, 2020Jun. 30, 2020Sep. 30, 2020YOY Change4Q191Q202Q203Q203Q20
LIBOR3.80%2.85%2.84%(0.96)%4.13%3.51%3.15%3.13%35.1%
1-MO LIBOR0.99%0.16%0.15%(0.84)%1.79%1.43%0.35%0.16%
Prime3.99%3.99%3.99%(0.00)%4.98%4.00%3.94%3.96%22.7%
FFS target0.25%0.25%0.25%0.00%1.75%1.40%0.25%0.25%
Fixedrate4.45%4.35%4.31%(0.14)%4.28%4.16%3.99%4.08%37.4%
5-YR UST0.37%0.29%0.28%(0.11)%1.61%1.14%0.36%0.27%
Relationship Managers are Successfully Reducing Deposit Costs
Focused reductions in deposit costs are getting results, future reductions on the horizon soon
10
•Recognized 58% beta on negotiated deposits and 95% on indexed deposits since
6/30/2019
•In the aggregate, interest-bearing transaction accounts at 52% beta
•EOP weighted average rate on interest bearing transaction accounts –0.28%
at 9/30/2020
•More deposit rate reductions expected, particularly in the lagging CD portfolio as
well as negotiated accounts
Deposit Rate
Tranches
Jun. 30,
2019
EOP Rates
Jun. 30,
2020
EOP Rates
Sep. 30,
2020
EOP Rates
Jun. 19-
Sept. 20
Changein
EOP rates
Deposit
Beta (*)
Sep. 30,
2020
% of
Totals
Noninterestbearing---------------26.6%
Interest-bearing:
Rate sheet
0.20%0.10%0.08%(0.12)%5.3%12.7%
Negotiated
1.66%0.44%0.35%(1.31)%58.2%34.3%
Indexed
2.43%0.32%0.29%(2.14)%95.1%11.6%
CDs
2.32%1.59%1.34%(0.98)%43.6%15.0%
TotalIBD
1.66%0.64%0.50%(1.16)%51.6%73.4%
Total
1.28%0.47%0.37%(0.91)%40.4%100.0%
$300
$1,358
$287
$38
$150
1.14%
0.00%
0.50%
1.00%
1.50%
2.00%
2.50%
$-
$200
$400
$600
$800
$1,000
$1,200
$1,400
Anticipated Funding MaturitiesCost of Maturities
Estimated Wholesale Funding Maturities
–Next 5 qtrs. (FHLB, Brokered deposits)
(*) Calculated based on Fed funds rate of 2.25% at June 30, 2019 and 0% at Sept. 30, 2020
-
$2,000
$4,000
$6,000
$8,000
$10,000
$12,000
$14,000
$16,000
$18,000
Actual/Estimated Discount Accretion
Through Dec 2020 (in thousands)
$62 mm
$40 mm
$24 mm
Liquidity Sources ($mm)At 9.30.20At 6.30.20At 12.31.19
Cash and FFS$ 2,612.9$ 2,224.3$ 231.8
Unpledged investments3,364.63,012.42,447.2
Total on-balancesheet5,977.55,236.72,679.0
Other available sources:
FHLB capacity3,159.72,357.92,058.8
Fed programs
(1)
3,423.33,264.43,646.3
Totals$ 12,560.5$ 10,859.0$8,384.1
Liquidity Ramp Temporarily Impactful to NIM
Deposit cost reductions and implementation of loan floors assist to offset impact
0.00%
0.50%
1.00%
1.50%
2.00%
2.50%
$0
$500
$1,000
$1,500
$2,000
$2,500
$3,000
$3,500
Average quarterly yield
Average balances ($ in millions)
Quarterly Avg. FFS and IB Cash
Avg FFS and IB CashYield on FFS and IB Cash
Statusof Loan Floors
9.30.20
Notional
Amount of
Floors
Annualized
Net Interest
Income
Impact*
Balance Sheet Hedge
unwind (~$2.5mm/quarter
–4Q21)
$1.3B$9.9 M
Balance Sheet Hedge still in
effect through 12/24
$1.5B$18.1 M
Clientloan floors$3.4B$20.3 M
Totals$6.2B$48.3 M
Floorsas a %age of floating
and variable rate credit
54.843.7
(1): Funding available through PPPLF program not considered
$166
$4
$135
$146
$361
$268
$145
13.31%
11.00%
12.00%
13.00%
14.00%
15.00%
$-
$100
$200
$300
$400
Ratio of Total Securities
to Total Assets
Net Quarterly Growth in
Security Volumes
* Assumes LIBOR at 15 basis points
**:Excluding gains and losses on sales of investment securities. For a reconciliation of these Non-GAAP financial measures to the comparable GAAP measures, see slides 68-69.
^: Excluding the impact of PPP loans on average assets
12
PNFP Grew Fees at a Double-Digit Percentages Pace Linked-Quarter and YOY
BHG and other fee areas provided for substantial growth
3Q202Q203Q19
Year-over-Year
Change Rate
Service charges
$9,854$6,910
$10,193
(3.3%)
Investment services
6,7345,971
6,270
7.4%
Insurance commissions
2,2842,231
2,252
1.4%
Gain on mortgage loans sold, net
19,45319,619
7,402
162.8%
Investment gains and losses, net651(128)417
56.1%
Trust fees3,9863,9583,593
10.9%
Income from equity method investment26,44517,20832,248
(18.0%)
Other:
Interchange and other consumer fees10,9328,3239,597
13.9%
Bank-owned life insurance4,5574,7264,558
0.0%
Loan swap fees3656142,250
(83.8%)
SBA loans sales 1,4699411,168
25.8%
Gains (losses) on other equity investments460(278)584
(21.2%)
Other3,8752,8592,087
85.7%
Total noninterest income$91,065$72,954$82,619
10.2%
Noninterest income/Average Assets1.07%0.89%1.21%
(11.6%)
Noninterest income**$90,414$73,082$82,202
10.0%
Noninterest Income**/Total Average Assets1.06%0.90%1.20%
(11.7%)
Noninterest Income**/Total Average Assets^1.14%0.95%1.20%
(5.1%)
•Income from equity method investment in BHG up $9.0
million over last quarter
•Wealth management fees are up 7% year-over-year.
•Mortgage originations are up 69.3% year-over-year
due to favorable interest rate environment, significant
growth in revenue producers and strong housing in
markets in which we operate
•Interchange and other consumer fees are up nearly
14% year-over-year.
•Other noninterest income up in 3Q20 due primarily to
policy benefits from the firm’s bank-owned life
insurance policies.
*:Excluding the impact of ORE expense and FHLB restructuring charges
**: Excluding the impact of ORE expense, securities gains and losses, net, and FHLB restructuring charges. For a reconciliation of these
Non-GAAP financial measures to the comparable GAAP measures, see slide 68-69.
13
3Q202Q203Q19
Year-over-Year
Growth %
Salaries and employee benefits: Salaries$54,331$54,645$47,36914.7%
Commissions3,8923,6113,6377.0%
Cash and equity incentives 19,6774,82423,631(16.7%)
Employee benefits and other12,20310,80711,2828.2%
Total salaries and benefits$90,103$73,88785,9194.9%
Equipment and occupancy21,62222,02620,3486.3%
Other real estate owned, net1,7952,888655174.0%
Marketing and other business development2,3212,1422,723(14.8%)
Postage and supplies1,7612,0701,766(0.3%)
Amortization of intangibles2,4172,4792,430(0.5%)
Other noninterest expense:
Deposit related expense6,0355,6774,77326.4%
Lending related expense7,51410,4767,0756.2%
Wealth management related expense51349942620.4%
Other noninterest expense10,1969,4616,82649.4%
Total other noninterest expense$24,258$26,11319,10027.0%
Total noninterest expense$144,277$131,605$132,9418.5%
Efficiency ratio48.5%48.1%47.8%1.6%
Expense/Total Average Assets1.70%1.61%1.94%(12.4%)
Noninterest expense *$140,491$125,847$132,2866.2%
Efficiency ratio **47.3%46.0%47.6%(0.6%)
Noninterest Expense*/Total Average Assets1.65%1.54%1.93%(14.5%)
Headcount (FTE)2,596.52,577.52,456.05.7%
PPNR Incentive Adjustment Impacts Expense Growth in 3Q20
Provides targets for PPNR growth in 2020 that shouldramp into PPNR growth in 2021
•3Q20 headcount up 140 FTEs compared to 3Q19. Headcount
up 19 FTEs at Sept. 30, 2020 from June 30, 2020.
•Incentive accruals for annual cash incentive plan increased
to account for plan changes announced in 3Q20.
•Lending related costs up in 2020 due to impact of CECL on
off-balance sheet reserves, which were $18.9 mm YTD.
•Other noninterest expense in 3Q20 increase over 3Q19 due
primarily to FHLB prepayment penalties.
Total Allowance for Credit Losses for loans = $288.6 mm or 1.28% of loans at September 30, 2020, or 1.43% excluding PPP loans
PNFP Continues to Build Reserves in 3Q20
Unemployment and GDP forecast improved quarter over quarter
(1)Calculation based on end of period loan balance
(2)Net charge-off percentage calculation is annualized and in relation to avg. quarterly loan balances
(3)For a reconciliation of this Non-GAAP financial measures to the comparable GAAP measures, see slide 68.
•CECL modeling items of interest
•Eight loan portfolio segments are subject to individual modeling techniques
•3
rd
party economic forecast model provides significant inputs into ACL calculation
•Unemployment and GDP are primary economic forecast metrics
•Weighted average of Baseline (50%), Optimistic (20%) and Pessimistic (30%) scenarios used in 3Q
$’s in 000’sALL% of Loans
Off-Balance
Sheet
Total ACL
December 31, 2019$94,7770.48%
(1)
$2,364$97,141
Day One CECL impact$38,1030.19%
(1)
$8,774$46,877
Beginning –January 1, 2020$132,8800.67%
(1)
$11,138$144,018
Net Charge offs($10,155)0.20%
(2)
($10,155)
1Q Provision$99,740$5,156$104,896
At March 31, 2020$222,4651.09%
(1)
$16,294$238,759
Net Charge offs($5,385)0.10%
(2)
($5,385)
2Q Provision$68,292$4,500$72,792
At June30, 2020$285,3721.27%
(1)
$20,794$306,166
Net Charge Offs($13,057)0.23%
(2)
($13,057)
3Q Provision$16,330$425$16,755
At September30, 2020$288,6451.28%
(1)
$21,219$309,864
At September 30, 2020 Excluding PPP Loans
(3)
1.43%
(1)
Forecasted economicmetrics
(1)
BaseCase Outlook at:3Q201Q213Q211Q22
US UnemploymentRates
2Q2011.13%8.12%6.39%5.86%
3Q208.98%6.85%6.31%5.59%
US Real GDP Change
2Q20(11.11%)(6.51%)(3.13%)(1.17%)
3Q20(4.23%)(2.87%)(1.11%).66%
(1)Weighted metrics are used in PNFP CECL assessment. Unemployment rates are
quarterly averages. US Real GDP rates are change in quarterly GDP from 4Q19
$65
$55
$44
$38
$32
$-
$25
$50
$75
Remaining Purchase
Accounting Discount Trends
(millions of dollars)
Note: Above amounts not included in ACL balances above
•Continued positive feedback from client base
•Roughly 14,000 applications and $2.3B in funding
•Fees +$72mm, amortized using the effective yield method
over the life of the loan
•Unamortized fees recognized upon payoff or forgiveness
of loan
•Forgiveness activity is beginning to increase
•As of quarter-end, just under 9% of borrowers have
initiated forgiveness process
•39% of forgiveness applications have been submitted to
the SBA
•As of October 15
th
, 51 applications have been approved
for forgiveness by the SBA
•Simplified Approval Process should increase speed of
forgiveness applications
•Just over 8,000 PPP loans less than $50,000 should qualify
for simplified approval
•These loans represent half of all PPP loans but only 7% of
approved loans and approximately 10% of expected fees
PPP Loan Stratification Table as of 9/30/2020
(dollars in thousands)
SBA
Fee
App
Count*
Approved
Dollars *
Average
Ticket
1% ($2mm and above)167$ 614,964$ 3,682
3% ($350k to> $2mm)1,324973,148735
5% ($50kto $350k)5,438727,897134
5% (<$50k)**8,016167,16821
14,945$2,483,177$ 166
*Application count and approved dollars have been reduced for PPP loans returned to the SBA as of
September 30, 2020 –approximately $161 mm returned. Research indicates that $468mm in PPP
loans were to borrowers who previously did not have a loan or deposit account at PNFP previously.
** Eligible for the simplified application for forgiveness under the PPP
15
COVID-19
Impacted
Industries
Approved
Dollars
Hotel$ 42,592
Restaurant181,560
Retail188,954
Entertainment54,266
PPP Program a Differentiator for Pinnacle in 2020
Client feedback on PPP has been tremendous and creates optimism for future market share gains
16
$1.48
$2.08
$-
$0.50
$1.00
$1.50
$2.00
$2.50
Adjusted Net PPNR per Share
Note: For a reconciliation of the above Non-GAAP financial measures to the comparable GAAP measures, see slide 70.
($'s in thousands)
201720182019YTD 2020
PPNR Trends
Net interest income $543,306$ 736,342$ 766,142$ 600,803
Noninterest income 144,904200,850263,826234,396
Noninterest expense 366,560452,867505,148413,231
PPNR before adjustments$ 321,650$ 484,325$ 524,820$ 421,968
Adjustments to PPNR
Investment gains and losses$ 8,265$ 2,254$ 5,941$ (986)
Loss on sale of non-prime automobile portfolio--1,536-
ORE expense1,0797234,2287,098
Merger charges31,8438,259--
FHLB restructuring---4,861
Branch consolidation--3,189-
Adjusted PPNR $ 362,837$ 495,561$539,714$ 432,941
PPNR growth rate, annualized63.8%36.6%8.9%7.2%
Adjusted Net PPNR per share$5.64$6.40$ 7.03$ 5.73
PPNR/share growth rate, annualized11.5%13.5%9.8%8.9%
PPNR Growth Now in Focus by Pinnacle Management
Despite the operating environment, PPNR grows meaningfully in 3Q20, both linked quarter and YOY
We believe key to 2021 is focusing on PPNR in 2020
PNFP Gaining Optimism about 2020 and 2021
The results of the Pandemic are not completely known, but we are confident in our model
4Q20 Outlook
(in relation to
3Q20)
Notes
Average Loan GrowthFlat
Anticipate PPP payoff/forgiveness cycle to begin before y/e with
corresponding PPP fee recognition.
Average DepositGrowth
Low to mid-single
digit growth
(annualized)
Should experiencefurther reduction in wholesale deposit balances in fourth
quarter.
Net interest incomeUp
GAAP margin increase likely with recognition of PPP feeincome
Fee incomeFlat
Believe BHG performance will likely be consistent with 3Q20. Mortgage
revenues likely to be down after record second and third quarters and based
on volumes and rate volatility.
ExpensesFlat to Down
No anticipated meaningful change in expense base contemplated at this time.
Incentive accrual catch up occurred in 3Q20.
Net Charge offs
Withheld
Pending more information regarding pandemic’s depth and subsequent
recovery prior to offering any prospective outlook
Return on Average Assets
Returnon Tangible Common Equity
TangibleCommon Equity
Longer term
operating range of
8.75% to 9.75%
Anticipate TCEto be within lower end of our longer-term operating range as
liquidity build becomes less impactful.
•Share Buy Back Program –
•Last transaction on March 19, 2020
•Approximately $67.2 million remaining in authorization through Dec. 31, 2020
•Expect to seekreauthorization in January and evaluate whether to re-start program
Capital Initiatives Could Return Early Next Year
Tangible book value growth remains our focus, but capital initiatives should be considered
•Subordinated Indebtedness –
•$130 million of bank-level subordinated debt eligible for call beginning July 2020
•Not likely to redeem thesenotesfor several quarters –average rate of 3.4 %
•Dividends –
•Quarterly dividend of $0.16 per share
•Anticipate maintaining dividend at this time
•Tangible Book Value Growth –
•Tangible book value up 77.9% since Y/E 2016
•Peer group median TBV growth from Y/E 2016 through 2Q20 is 23%, 75
th
percentile
growth is 37%
$18.75
$20.06
$23.71
$27.27
$32.45
$35.68
Tangible Book Value per Common Share**
14.9%
18.2%
15.0%
19.0%
13.3%
2016
2017
2018
2019
YTD 2020
Focused growth in TBV per share
Note: 2020 is annualized
•Preferred Share Issuance –
•9.0 mm depositary shares representing 1/40
th
of a share of Series B noncumulative,
perpetual preferred stock issued during the second quarter
•$217.1mm netproceedsto be used to support general corporate needs
**: excluding goodwill, core deposit and other intangible assets
Note: For a reconciliation of these Non-GAAP financial measures to the comparable GAAP measures, see slides 68-69.
Bankers’ Healthcare Group
BHG’s differentiated model has proven very resilient thus far with continued strong originations, loan
sales and yield/spread premium. Temporarily reverting to the gain on sale model early in the year
provided meaningful pre-provision net revenue to BHG and to Pinnacle. Capital and reserve levels
exceed “Great Recession” levels. BHG has also been successful with its first securitization consistent
with its desire to convert a greater portion of its revenues to spread income.
20
Gain on Sale Model Drives Outperformance
•3Q20 reflects largest origination and
placement volume in firm history.
•Spreads have been resilient for several
years in spite ofinterest rate curve
fluctuations.
•BHG’s vast bank funding platform has
proven to be extremely reliable with ready
liquidity to acquire BHG loans and
differentiating BHG from other online
lenders
Source: BHG Internal Data
BHG’s Differentiated Model Continues to Outperform
BHG continues to originate and sell loans at record levels while maintaining yields
$206
$205
$232
$242
$302
$362
$396
$388
$429
$375
$452
$178
$181
$227
$200
$205
$325
$327
$230
$381
$387
$400
14.4%
13.9%
14.4%
15.8%
14.6%
14.6%
14.5%
13.8%
15.8%
14.2%
14.4%
5.2%
5.1%
5.2%
5.7%
5.4%
5.3%
5.3%
5.1%
5.2%
5.6%
4.9%
0.0%
1.8%
3.6%
5.4%
7.2%
9.0%
10.8%
12.6%
14.4%
16.2%
18.0%
$0
$50
$100
$150
$200
$250
$300
$350
$400
$450
$500
1Q182Q183Q184Q181Q192Q193Q194Q191Q202Q203Q20
OriginationsPlacementsBorrower CouponBank Buy Rate
-
200
400
600
0
500
1,000
1,500
201720182019YTD 2020
Bank Network Trends
Total Banks in NetworkUnique buyers through first 3 quarters
21
•FICO scores continue to reflect a high caliber borrower base
•Average FICO scores of 733 at origination for loans outstanding at
Sep 30, 2020.
•Historical credit results indicate that 70% of losses occur
within first 36 months of origination
•Data is through Sep 30, 2020,thus 2019 information
includes 21 months of history. Steady improvement in
credit over past 7-8 years.
BHG Credit Quality Continues to Impress
Sophisticated credit scoring models produce impressive results
Historical FICO Scores
Source: BHG Internal Data
BHG’s Differentiated Model Continues to Outperform
Consistently elevating FICOs are yielding steady improvement in portfolio performance
0%10%20%30%40%50%60%70%80%90%100%
2020
2019
2018
2017
2016
2015
2014
2013
2012
2011
2010
2009
2008
2007
2006
2005
2004
2003
2002
2001
<650650-699700-749750-799>800
22
BHG’s Differentiated Model Continues to Outperform
Deferrals drop significantly in 3Q20, at just 3 loans
•BHG received and approved roughly 5,800 deferral requests. Only 3 loans are
still on payment deferral as of October 9
th
•Loans coming off deferrals have shown a 95% re-perform rate
Source: BHG Internal Data as of Sept. 30, 2020
0
1000
2000
3000
4000
5000
6000
4/3/20205/3/20206/3/20207/3/20208/3/20209/3/202010/3/2020
Active # of modifications per day
4.04%
3.31%
3.28%
2.40%
3.66%
4.55%
4.17%
3.64%
4.19%
4.20%
3.79%
3.73%
3.22%
3.74%
4.56%
4.71%
4.62%
7.43%
$-
$500
$1,000
$1,500
$2,000
$2,500
$3,000
$3,500
$4,000
0.00%
1.00%
2.00%
3.00%
4.00%
5.00%
6.00%
7.00%
8.00%
20122013201420152016201720182019Through Sep
2020
Total Ending Balance at outside banks only ($millions)Loss as a % of outstanding
Recourse Obligation as a % of Outstanding
23
•Recourse obligation reserves
increased to 7.43% of total loans
outstanding (loans off-balance sheet)
of > $3.4B
•BHG has been able to build reserves
at this timewhile maintaining its
historically strong profitability
BHG Credit Quality Continues to Impress
Sophisticated credit scoring models produce impressive results
Historical Charge Offs and Reserves
(Green Bars –Balance of loans in bank network, $s in millions)
Source: BHG Internal Data
BHG’s Differentiated Model Continues to Outperform
Recourse obligation reserve build continues in 3Q20
24
BHG Differentiated Model Continues to Outperform
BHG believes its model is outperforming other online lenders by a wide margin
$77,953
$121,194
$182,461
$0
$50,000
$100,000
$150,000
$200,000
201720182019Forecast 2020
Thousands
BHG Net Earnings
Big Year at BHG
•Interest rate environment
provided opportunity to access
capital markets and execute on its
first securitization
•Closed a $160mm securitization in
3Q20.
•Provides an additional funding
source and diversification of BHG
income streams
•First commercial or consumer
loan transaction to be rated ‘AA’
by Kroll on the inaugural issuance
•Anticipate 2
nd
securitization in
early 2021
COVID-19 and our Borrowers
All borrowers have been impacted by COVID-19 to some extent. It seems apparent that
segments like hotels, restaurants, retail and entertainment have been most impacted by the
loss of revenue from the national and local attempts to contain its spread. But it appears
the CARES Act stimulus has been effective to date as the volume of deferrals shrank
meaningfully with portfolio metrics actually improvingin 3Q20 in comparison to YE 2019.
Asset Quality
0.41%
0.51%
0.55%
0.53%
0.40%
NPA/ Loans & OREO
9.9%
Classified Asset Ratio
0.11%
Past Dues > 30 Days as a % of Total Loans
OutstandingBalances Outstanding Balances, excluding PPP
At Sept. 30At June 30At Mar. 31At Sept. 30At June 30At Mar. 31
Hotel$ 989,821$ 963,243$ 908,063$ 947,230$ 920,852$ 908,063
Retail$ 2,538,864$ 2,543,378$ 2,374,438$ 2,349,911$ 2,355,986$ 2,374,438
Restaurant$ 709,061$ 723,631$ 533,988$ 527,501$ 544,411$ 533,988
Entertainment$ 694,441$ 726,361$ 632,438$ 640,175$ 673,262$ 632,438
Totals$ 4,932,187$ 4,956,613$ 4,448,928$4,464,817$4,494,511$ 4,448,928
% of Total Loans21.9%21.9%21.7%22.1%22.1%21.7%
COVID Related Segments:
Asset Quality
The volume of loans with payment deferrals has declined meaningfully
Status of loan deferrals as of Oct. 16, 2020
•Loan deferrals reduced to 1.8% at October 16, 2020.
Deferred $ Volume at
Mar. 31, 2020
Deferred $ Volume at
June 30, 2020
Deferred $ Volume at
Sept. 30, 2020
Deferred $ Volume at
Oct. 16, 2020
% of Total Loansin
Category
Hotels$130,129$809,562$438,534$269,36827.2%
Retail167,277886,33852,96712,4750.5%
Restaurant100,829260,30936,57625,3843.6%
Entertainment29,261138,68011,46210,7681.6%
All others352,4232,121,541184,72796,0490.5%
Totals$779,919$4,216,430$724,266$414,0441.8%
% of total loans3.8%18.7%3.2%1.8%
27
Hotel Portfolio
Amounts as of 9.30.20 –Comments as of 10.16.20
28
Hotel Portfolio Highlights:
•Hotel exposure represents 4.4% of total loan portfolio at 9.30.20
•Hotel CRE and Construction LTVs 55% –all first mortgage exposure
•Less than 25% of our portfolio is full service; so little of revenue is based on food service or other
ancillary services impacted by social distancing. No luxury brand properties.
•Deferrals at Oct. 16 are 27.2% of total hotel portfolio
•PPP loans totaling $42.6mm
Hotel Portfolio by Product ('000s)Construction TermOther
Totals at
9/30/2020
Total Commitments$ 224,593$ 841,562$ 71,371$ 1,137,526
Balances as of 9.30.20$ 123,715$ 805,426$ 60,680$ 989,821
Average balances$ 5,379$5,299$253$2,385
Average LTV at 9.30.2060%55%NM55%
Deferredat 10.16.20$ 27,028$ 239,790$ 2,550$ 269,368
Classified Loans, incl. NPLs (9/30)-$8,407-$8,407
Past due and accruing (9/30)-$ 101-$ 101
Hotel Portfolio
Amounts as of 9.30.20 –Comments as of 10.16.20
29
Hotel Construction Type, Delivery Dates, Volumes
ADR, RevPAR & Occupancy Trendlines
Note: Charts above include hotel loans greater than $1mm
Restaurant Portfolio
Amounts as of 9.30.20 –Comments as of 10.16.20
30
Restaurant Portfolio Highlights:
•Restaurant exposure represents 3.2% of total loan portfolio at 9.30.20
•Nonperformers are only $442k at 9.30.20
•Deferrals at 10.16.20 are less than 4% of total restaurant portfolio
•PPP loans totaling $181.6mm
Restaurant Portfolio
('000)CREC&I
Construction &
Other
Total
9/30/2020
Total Commitments$ 367,241$ 374,468$ 28,690$ 770,399
Balances as of 9.30.20$ 344,996$ 343,223$ 20,841$ 709,060
Average balances$ 885$ 194$ 321$319
Payment deferred at 10.16.20$ 19,464$ 5,920-$ 25,384
Average LTV at 9.30.2056%NM65%57%
ClassifiedLoans, incl. NPLs (9/30)$ 8,125$ 8,968-$17,093
Past due and accruing (9/30)-$ 62$ 142$ 204
Retail Portfolio
Amounts as of 9.30.20 –Comments as of 10.16.20
31
Retail Highlights
•Retail exposure represents 11.3% of total loan portfolio at 9.30.20
•Extremely granular Nonowner-occupied CRE book –over 700 loans average $1.7mm
•No mall exposure
•23% of loans are single-tenant, averaging $1.1mm outstanding
•Dollar General, Tractor Supply and 7-Eleven are most prevalent single tenants
•Deferrals at 10.16.20 are 0.5% of total retail portfolio
•PPP loans totaling $189.0mm
Retail Portfolio by Product ('000)
CRE–
Non-Owner
Occupied
CRE–
Owner
OccupiedC&I
Construction &
Other
Totalat
9/30/20
Total Commitments$ 1,207,625$ 454,249$ 1,117,132$ 286,336$ 3,065,342
Balances as of 9.30.20$ 1,181,996$418,392$ 741,592$ 196,884$ 2,538,864
Average balances as of 9.30.20$1,716$581$ 288$ 938$605
Payment deferred at 10.16.20$ 11,514$ 769$ 193-$ 12,476
ClassifiedLoans, incl. NPLs (9/30)$7,041$26,772$23,829$ 332$ 57,974
Past due and accruing (9/30)$ 465$ 59$59$ 200$ 783
Retail Portfolio
Amounts as of 9.30.20 –Comments as of 10.16.20
32
Retail C&I Portfolio Highlights:
•10 largest accounts represent 22.8% of balances
•Consumer services includes gas stations w-convenience stores,
nursery, garden and farm supply stores, clothing stores and pet
supply stores
•Food & Beverage includes specialty grocers and beer and wine
distributors
Retail CRE Owner Occupied Portfolio Highlights:
•10 largest accounts represent 13.3% of balances
•Real Estate & Construction largely flooring companies
Entertainment Portfolio
Amounts as of 9.30.20 –Comments as of 10.16.20
33
Entertainment Highlights:
•Entertainment portfolio is approximately 3.1% of total loans
•Over 50% of entertainment book is recording industry which is heavily weighted
towards music publishing and royalty catalogs
•Revenues fairly stabledue to digital music business
•All low LTVs with significant access to capital
•Our recording and publishing industry clients maintain a low overhead model
•Film/TV studio exposure has strong guarantor support
•More than 82% of the CRE is owner occupied
•Deferrals at 10.16.20 are 1.6% of total entertainment portfolio
•PPP loans totaling $54.3mm
Entertainment Portfolio by Product
('000)CREC&IOther
Total at
9/30/20
Total Commitments$ 198,409$ 718,823$21,752$ 938,984
Balances as of 9.30.20$ 194,317$ 480,157$ 19,966$ 694,440
Average balances as of 9.30.20$ 1,542$ 359$ 587$ 464
Payment deferred at 10.16.20$ 1,357$ 9,411-$ 10,768
ClassifiedLoans, incl. NPLs (9/30)$ 1,297$ 788-$ 2,085
Past due and accruing (9/30)$ 123--$ 123
Asset Quality Conclusions
Amounts as of 9.30.20 –Comments as of 10.16.20
34
Extensive credit defense work accomplished in the third quarter, including a review of:
•Pass grade loan exposure > $2mm
•Low pass grade and non pass grade exposures > $500mm
•In total, approximately 2,500 loans with approximately $10 billion in total exposure
Positives resulting from the credit defense work:
•Minor risk grade migration
•Classified assets decreased during the third quarter
•YTD net loan charge-offs annualized are 18bps
•Nonperforming assets remained essentially flat
•Loan deferrals decreased dramatically with no increase in past dues
•Past due loans 11 bps at quarter end
Moving Forward in this Pandemic
All the impacts of the COVID-19 pandemic are unknown as yet. Duration and severity are likely a function
of the length of time before a vaccine is readily available and the final aggregate amount of government
stimulus that is injected –both unknowns at this time. At this juncture, we intend to continue our
aggressive focus on protecting our associates, clients, communities and shareholders. Nevertheless, we
believe our long-standing differentiated model for attracting talent and competing based on client
intimacy should yield best-in-class growth during the pandemic and, more importantly, better position us
for the inevitable share grab that will be available following this period that is already stressing client
loyalty for our competitors.
•Continue active monitoring of borrowers
•Begin reductions in excess liquidity through mid 2021
•Continue focus on PPNR initiatives
•Position for once in a generation market share gain opportunity
Q4 Guidance: Focus on Building PPNR
We have built liquidity and capital and thoroughly assessed loan risks during this crisis
Moving Forward in this Pandemic
Greenwich: “Record levels of Expected Bank Switching”
According to a recent Greenwich Associates survey:
•Large bank handling of clients in the pandemic has eroded bank loyalty among
businesses and owners
•3 in 10 companies cite intent to switch banks (2-3 times normal level)
•During crises, mid-size and smaller banks more consistently win by delivering on
“trust” and perceived helpfulness during PPP
Source: Greenwich Associates
Moving Forward in this Pandemic
Pinnacle has built a differentiated service level
National Bank A
Regional
Bank C
Pinnacle
Regional
Bank A
Regional
Bank B
0%
5%
10%
15%
20%
25%
30%
5060708090
ExcellentClient Satisfaction
Nashville
Regional
Bank B
Regional
Bank C
Pinnacle
Regional
Bank A
Community
Bank B
0%
5%
10%
15%
20%
25%
30%
35%
405060708090
ExcellentClient Satisfaction
Chattanooga
Community
Bank A
Regional Bank C
Pinnacle
Regional
Bank A
Regional
Bank B
10%
12%
14%
16%
18%
20%
22%
24%
5060708090
ExcellentClient Satisfaction
Knoxville
Regional
Bank D
Regional
Bank C
Pinnacle
Regional
Bank A
Regional
Bank B
0%
5%
10%
15%
20%
25%
30%
35%
405060708090100
ExcellentClient Satisfaction
Memphis
Regional
Bank B
National
Bank B
Pinnacle
Regional
Bank E
National Bank A
0%
5%
10%
15%
20%
25%
30%
35%
40%
30405060708090
ExcellentClient Satisfaction
Charlotte
Regional
Bank B
National
Bank B
Pinnacle
Regional
Bank E
National
Bank A
0%
5%
10%
15%
20%
25%
30%
35%
40%
2030405060708090
ExcellentClient Satisfaction
Greensboro
Regional
Bank B
National
Bank B
Pinnacle
National
Bank C
National
Bank A
0%
5%
10%
15%
20%
25%
30%
35%
40%
45%
2030405060708090
ExcellentClient Satisfaction
Raleigh
Commercial Market Share
Commercial Market Share
Share and Satisfaction scores from Greenwich Associates Market Tracking Program for rolling 12 months ending June 30, 2020. Pinnacle data presented
in markets where citations provide relevant insights. Insufficient number of citations in Atlanta, Greenville, Charleston and Roanoke.
Nashville
InstitutionRankYoY Growth %Growth Rank
Pinnacle138.40%2
Bank Of America237.48%3
Regions Bank324.64%5
TruistBank415.49%9
First Horizon Bank517.22%7
Fifth Third Bank675.81%1
Franklin Synergy Bank7-0.11%10
U.S. Bank816.43%8
Wilson Bank and Trust918.54%6
Reliant Bank1037.09%4
Chattanooga
InstitutionRankYoY Growth %Growth Rank
First Horizon Bank122.16%2
TruistBank217.09%5
Regions Bank315.95%7
Pinnacle Bank450.92%1
Firstbank521.02%3
Bank Of America612.96%9
First Volunteer Bank721.01%4
Citizens Tri-County Bank813.48%8
Smartbank917.04%6
The Bank Of LA Fayette108.71%10
Knoxville
InstitutionRankYoY Growth %Growth Rank
TruistBank111.94%7
First Horizon Bank213.68%6
Regions Bank322.24%2
Pinnacle Bank427.79%1
Home Federal Bank Of TN511.59%8
Southeast Bank6-12.66%10
Bank Of America716.38%3
Mountain Commerce Bank816.33%4
Firstbank9-4.42%9
United Community Bank1014.32%5
Memphis
InstitutionRankYoY Growth%Growth Rank
First Horizon Bank137.65%2
Regions Bank222.14%4
Truist Bank32.64%9
Bank Of America418.05%5
Bancorpsouth Bank529.12%3
Pinnacle Bank641.39%1
Renasant Bank7-6.66%10
Independent Bank816.58%6
Trustmark National Bank96.20%8
Triumph Bank106.64%7
Charlotte
InstitutionRankYoY Growth %Growth Rank
Bank Of America134.13%4
Truist Bank2817.17%1
Wells Fargo312.24%9
Fifth Third Bank439.21%3
First-Citizens Bank & Trust529.72%5
South State Bank620.40%7
Pinnacle Bank746.27%2
First National Bank ofPA824.75%6
First Horizon Bank98.95%10
PNC Bank1015.35%8
Greensboro High Point
InstitutionRankYoY Growth %GrowthRank
TruistBank120.81%3
Wells Fargo223.55%1
Bank Of America318.84%6
Pinnacle Bank420.06%5
First-Citizens Bank & Trust517.32%7
First Bank622.76%2
First National Bank of PA715.62%8
First Horizon Bank8-1.52%10
Bank Of Oak Ridge920.15%4
PNC Bank1011.83%9
Raleigh
InstitutionRankYoY Growth %Growth Rank
Wells Fargo 123.81%5
Truist Bank217.15%8
First-Citizens Bank & Trust332.85%3
Bank Of America43.70%13
PNC Bank521.89%7
First Horizon Bank68.34%12
Towne Bank716.36%9
North State Bank824.22%4
The Fidelity Bank942.13%1
First National Bank OfPA1015.61%10
Fifth Third Bank1115.00%11
United Community Bank1222.01%6
Pinnacle Bank1336.28%2
Charleston
InstitutionRankYoY Growth %Growth Rank
Wells Fargo116.0%5
Bank Of America219.4%4
South State Bank321.6%2
TruistBank44.1%9
First-Citizens Bank & Trust 515.9%6
United Bank6
Synovus Bank714.2%7
Pinnacle Bank821.4%3
Southern First Bank913.5%8
The Bank Of South Carolina1023.6%1
Greenville
InstitutionRankYoY Growth %Growth Rank
TruistBank116.66%7
Wells Fargo213.52%9
Td Bank369.18%1
Bank Of America4-12.02%11
South State Bank525.70%4
First-Citizens Bank & Trust633.61%2
Southern First Bank721.05%6
United Community Bank827.87%3
Bank Of Travelers Rest924.95%5
Grandsouth Bank1010.80%10
United Bank11
Pinnacle Bank1216.16%8
Roanoke
InstitutionRankYoY Growth %Growth Rank
TruistBank112.72%7
Wells Fargo217.04%4
Pinnacle Bank328.32%1
American National Bank48.26%9
Carter Bank & Trust51.15%10
Atlantic Union Bank614.58%6
Bank Of Botetourt726.01%2
First-Citizens Bank & Trust824.32%3
Hometrust Bank911.92%8
The Bank Of Fincastle1016.76%5
Moving Forward in this Pandemic
Pinnacle’s differentiated experience results in rapid growth
Source: FDIC Deposit Market Share Report as of June 30, 2020
Moving Forward in this Pandemic
PNFP’sabilitytogrow followingrecessions is well documented
48%
15%
9%
17%
65%
PNFPPeer MedianBanking Industry
17%
13%
4%
8%
25%
PNFP
Peer Median
Banking Industry
Annual Loan Growth CAGR:2011 –2019 (%)
AnnualLoan Growth CAGR: 2001 –2007 (%)
Organic Loan Growth
Inorganic Loan Growth throughAcquisitions
Source: S&P Global Market Intelligence, FDIC
Note: Proxy peers include SNV, TCF, FHN, WTFC, SSB, FNB, TCBI, HWC, PB, WAL, STL, UMBF, UMPQ, PACW, OZK, UBSI, FULT, BXS, ONB, SFNC and UCBI per Proxy (DEF 14A) filing as of 3/12/2020
Note: Total gross loan growth CAGR based off ofperiod end balances; Organic loan growth defined as CAGR of total gross loans less acquired loans within the period; Inorganic loan growth defined as the difference
between total growth and organic growth
3Q20 Summary
•Visibility onassetqualityisveryencouraging
•EPS, PPNR and revenues are strong
•BHG’s asset quality, loan originations, placements and spreads remain very
strong
•PNFPisextremelywellpositioned to take advantage of predicted and significant
market share opportunity
42
Q&A
THIRD QUARTER 2020
Supplemental Information
Chart
•Balance Sheet44
•Asset Quality59
•Income Statement64
•Peer Group71
43
Balance Sheet –Loan Portfolio
($ in millions)Amts.
3Q20
%
3Q20
Amts.
2Q20
%
2Q20
Amts.
3Q19
%s
3Q19
Amts.
3Q18
%s
3Q18
C&I
$6,144.927.4%$6,293.727.9%$5,891.030.5%$5,006.228.7%
C&I –Paycheck Protection Program
2,251.010.0%2,222.69.9%----
CRE –Owner Occ.
2,748.112.2%2,708.312.0%2,595.813.4%2,688.215.4%
Total C&I & O/O CRE
$11,144.049.6%$11,224.649.8%$8,486.843.9%$7,694.444.1%
CRE –Investment
4,648.520.7%4,822.521.4%4,443.723.0%3,818.121.8%
CRE –Multifamily and other
572.02.6%561.52.5%669.73.5%708.84.1%
C&D and Land
2,728.412.1%2,574.511.5%2,253.311.6%2,059.011.8%
Total CRE & Construction
$7,948.935.4%$7,958.535.4%$7,366.738.1%$6,585.937.7%
Consumer RE
3,041.013.5%3,042.613.5%3,025.515.6%2,815.216.1%
Consumer and other
343.51.5%294.51.3%466.62.4%368.52.1%
Total Other
$3,384.515.0%$3,337.114.8%$3,492.118.0%$3,183.718.2%
Total loans
$22,477.4100.0%$22,520.2100.0%$19,345.6100.0%$17,464.0100.0%
44
($ in millions)TOTAL PINNACLETENNESSEE LOANSCAROLINAS/ VA LOANSATLANTAOTHER UNIT LOANS*
Amts.
3Q20
Amts.
3Q19
Amts.
3Q20
Amts.
3Q19
Amts.
3Q20
Amts.
3Q19
Amts.
3Q20
Amts.
3Q19
Amts.
3Q20
Amts.
3Q19
C&I
$6,144.9$5,891.0$4,371.2$4,381.2$858.0$834.1$27.4-$888.3$675.7
C&I –Paycheck Protection Program
2,251.0-------2,251.0-
CRE –Owner Occ.
2,748.12,595.81,597.61,477.5979.4957.317.8-153.3161.1
Total C&I & O/O CRE
$11,144.0$8,486.8$5,968.8$5,858.7$1,837.4$1,791.4$45.2-$3,292.6$836.8
CRE –Investment
4,648.54,443.71,931.51,844.92,583.82,540.97.5-125.758.0
CRE –Multifamily and other
572.0669.7444.0462.0126.5186.9--1.520.8
C&D and Land
2,728.42,253.31,470.71,299.51,224.9929.12.1-30.724.6
Total CRE & Construction
$7,948.9$7,366.7$3,846.2$3,606.4$3,935.2$3,656.9$9.6-$157.9$103.4
Consumer RE
3,041.03,025.51,757.71,500.01,165.41,205.28.0-109.9320.3
Consumer and other
343.5466.6176.4289.342.286.30.1-124.891.0
Total Other
$3,384.5$3,492.1$1,934.1$1,789.3$1,207.6$1,291.5$8.1-$234.7$411.3
Total Loans
$22,477.4$19,345.6$11,749.1$11,254.3$6,980.2$6,739.8$62.9-$3,685.2$1,351.5
Average Ticket Size (in ‘000s)
$271.5$277.2$400.5$391.6$217.1$203.7$850.0-$222.1$169.5
Balance Sheet –Loan Portfolio
45
Note: Percentages noted in red text represent year-over-year growth rates.
*: Represents mortgage, associate banking, automobile finance and various other business lines.
Balance Sheet –Loan Portfolio
($ in millions)
TOTAL PINNACLEC&I & O/O CRECRE & CONSTRUCTIONOTHER LOANS*
Amts.
3Q20
Amts.
3Q19
Amts.
3Q20
Amts.
3Q19
Amts.
3Q20
Amts.
3Q19
Amts.
3Q20
Amts.
3Q19
Nashville
$6,500.4
$6,237.8
$2,851.9
$2,901.2$2,574.4$2,246.6$1,074.1$1,089.9
Knoxville
1,763.3
1,696.4
1,034.8
1,031.1488.4483.9240.1181.5
Music and Entertainment
536.5
411.6
397.5
293.520.920.1118.198.0
Chattanooga
1,416.1
1,363.4
827.8
807.0315.6319.7272.7236.8
Memphis
1,532.8
1,545.1
856.8
825.8446.9536.1229.1183.1
Total Tennessee
$11,749.1
$11,254.3
$5,968.8
$5,858.7$3,846.2$3,606.4$1,934.1$1,789.3
Greensboro/Highpoint
1,689.4
1,679.3
568.9
585.0880.8817.3239.7277.0
Charlotte
2,109.0
1,955.6
484.2
472.11,221.51,082.3403.3401.1
Raleigh
1,206.0
1,165.6
172.2
203.3887.7809.4146.1152.9
Charleston
838.5
895.3
202.4
171.3383.9443.4252.2280.5
Greenville
418.3
437.9
119.3
120.9253.6269.145.447.9
Roanoke
590.8
490.0
179.0
136.1292.1222.1119.7131.8
SBA
128.2
116.1
111.4
102.715.613.31.20.2
Total Carolina/VA
$6,980.2
$6,739.8
$1,837.4
$1,791.4$3,935.2$3,656.9$1,207.6$1,291.5
Atlanta
62.9-
45.2
-
9.6
-
8.1
-
Paycheck ProtectionProgram
2,251.0-
2,251.0
-
-
-
-
-
Other
1,434.2
1,351.5
1,041.6
836.8157.9103.5234.7411.3
Total
$22,477.4
$19,345.6
$11,144.0
$8,486.9$7,948.9$7,366.7$3,384.5$3,492.1
46
Note: Percentages noted in red text represent year-over-year growth rates.
*: Represents mortgage, associate banking, automobile finance and various other business lines.
Balance Sheet –Loan Portfolio
($ in millions)Amts.
3Q20
%
3Q20
Amts.
2Q20
%
2Q20
Amts.
3Q19
%
3Q19
Amts.
3Q18
%
3Q18
Residential –Spec
$251.91.1%$321.71.4%
$360.01.9%$321.61.8%
Residential –Custom
164.30.7%165.90.8%
129.10.7%146.00.8%
Residential –Condo
0.40.0%1.20.0%
1.00.0%-0.0%
Commercial Construct.
1,826.68.1%1,623.57.2%
1,369.17.1%1,112.56.4%
Land Dev–Residential
280.91.3%272.91.2%
243.31.3%166.01.0%
Land Dev –Commercial
122.30.5%115.60.5%
92.20.5%191.21.1%
Land Dev –Mixed Use
21.00.1%13.20.1%
4.40.0%38.00.2%
Land –Unimproved
61.00.3%60.50.3%
54.20.3%83.70.5%
Total Constructionand Land Dev.
$2,728.412.1%$2,574.511.5%
$2,253.311.6%$2,059.011.8%
47
Balance Sheet –Loan Portfolio
($ in millions)TOTAL PINNACLETENNESSEE LOANSCAROLINAS/VA
LOANS
ATLANTA LOANSOTHER UNIT LOANS
Amts.
3Q20
Amts.
3Q19
Amts.
3Q20
Amts.
3Q19
Amts.
3Q20
Amts.
3Q19
Amts.
3Q20
Amts.
3Q19
Amts.
3Q20
Amts.
3Q19
Residential –Spec
$251.9$360.0
$178.2
$251.0
$73.5
$107.6
$-
$ -
$0.2
$1.5
Residential –Custom
164.3129.1
97.0
76.6
66.6
50.4
-
-
0.7
2.1
Residential –Condo
0.41.0
0.4
1.0
-
-
-
-
-
-
Commercial Construct.
1,826.61,369.1
886.3
728.6
924.4
639.2
1.4
-
14.5
1.3
Land Dev–Residential
280.9243.3
177.3
149.7
89.3
78.0
0.7
-
13.6
15.6
Land Dev –Commercial
122.392.2
80.8
53.3
40.9
37.0
-
-
0.6
1.9
Land Dev –Mixed Use
21.04.4
4.4
3.8
16.6
0.5
-
-
-
-
Land –Unimproved
61.054.2
46.2
35.5
13.6
16.5
-
-
1.2
2.3
Total Constructionand Land Dev.
$2,728.4$2,253.3
$1,470.6
$1,299.5
$1,224.9
$929.1
$2.1
$ -
$30.8
$24.7
Average Ticket Size (in ‘000s)
$688.7$551.5
$701.7
$628.7
$685.4
$480.9
$694.7
$-
$405.6
$283.6
48
Balance Sheet –Loan Portfolio
($ in millions)
Total NOO and MultifamilyTotal ConstructionTotal NOO and Construction
Amts.
3Q20
Amts.
2Q20
Amts.
3Q19
Amts.
3Q20
Amts.
2Q20
Amts.
3Q19
Amts.
3Q20
Amts.
2Q20
Amts.
3Q19
Multifamily
$571.6$590.4$669.7$651.0$548.4$430.0$1,222.6$1,138.8$1,099.7
Hospitality
773.2730.3782.1122.3113.039.0895.5843.3821.1
Retail
1,319.01,325.81,336.4201.2180.3143.11,520.21,506.11,479.5
Office
801.1806.5795.7185.9166.887.4987.0973.3883.1
Warehouse
762.3922.7708.1329.7287.9294.71,092.01,210.61,002.8
Medical
474.6482.5396.3124.2122.9135.5598.8605.4531.8
Other
518.7525.8425.11,114.11,155.21,123.61,632.81,681.01,548.7
Total
$5,220.5$5,384.0$5,113.4$2,728.4$2,574.5$2,253.3
$7,948.9$7,958.5$7,366.7
Average Ticket Size (in ‘000s)
$1,889.2$1,907.7$1,789.4$688.7$627.0$551.5
$1,182.8$1,149.4$1,061.9
49
Balance Sheet –Loan Portfolio Lines of Credit
50
($'s in millions)
6/30/20199/30/201912/31/20193/31/20206/30/20209/30/2020
Linked Qtr.
Change
CRE –Investment & Construction
Net Active Balance$ 3,591.00 $ 3,814.50 $ 3,870.10 $ 3,929.10 $ 4,090.80 $4,067.10($23.70)
Net Available Credit2,736.80 2,894.50 3,002.60 3,018.50 3,029.60 3,060.3030.70
Total Exposure6,327.80 6,708.90 6,872.90 6,947.60 7,120.30 7,127.507.10
% Funded56.7%56.9%56.3%56.6%57.5%57.1%-0.4%
C&I and O/O CRE
Net Active Balance$ 3,832.20 $ 3,805.10 $ 3,911.20 $ 4,214.00 $ 3,702.60 $3,630.10($72.50)
Net Available Credit3,671.00 3,784.90 3,694.00 3,693.70 4,312.10 4,734.50422.40
Total Exposure7,503.20 7,590.20 7,605.10 7,907.60 8,014.70 8,364.60349.90
% Funded51.1%50.1%51.4%53.3%46.2%43.4%-2.8%
Consumer
Net Active Balance$ 1,291.20 $ 1,354.10 $ 1,340.00 $ 1,364.20 $ 1,333.30 $1,302.20($31.10)
Net Available Credit1,373.00 1,412.00 1,445.30 1,477.40 1,534.10 1,583.2049.10
Total Exposure2,664.20 2,766.10 2,785.20 2,841.40 2,867.60 2,885.6018.20
% Funded48.5%49.0%48.1%48.0%46.5%45.1%-1.4%
Totals
Net Active Balance$ 8,714.40 $ 8,973.70 $ 9,121.30 $ 9,507.30 $ 9,126.70 $8,999.40($127.30)
Net Available Credit7,780.80 8,091.40 8,141.90 8,189.60 8,875.80 9,378.00502.20
Total Exposure16,495.20 17,065.20 17,263.20 17,696.60 18,002.60 18,377.70375.20
% Funded52.8%52.6%52.8%53.7%50.7%49.0%-1.7%
51
Balance Sheet –Loan Portfolio
-0.20%
-0.10%
0.00%
0.10%
0.20%
0.30%
0.40%
0.50%
CREConstructionC&INet commercial
charge offs
Net Commercial Loan Charge Offs by Loan Type
2016201720182019YTD 2020 Annualized
-1.00%
0.00%
1.00%
2.00%
3.00%
4.00%
5.00%
6.00%
7.00%
8.00%
Consumer REConsumer and otherNet consumer charge offs
Net Consumer Loan Charge Offs by Loan Type
2016201720182019YTD 2020 Annualized
Balance Sheet –Loan Portfolio
($ in thousands)
Description3Q202Q201Q204Q193Q192Q19
Loans secured by real estate:
Construction, land development, and other loans:
1-4 family residentialconstruction loans$527,743$580,193$582,106$578,443$575,975$564,339
Other constructionloans and all land development and other land loans2,200,6961,994,3011,938,8311,852,0401,677,3281,553,630
Loans included in the 100% test$2,728,439$2,574,494$2,520,937$2,430,483$2,253,303$2,117,969
Securedby multifamily (5 or more) residential properties$578,948$574,328$551,963$631,616$686,385$726,744
Loans securedby other nonfarm nonresidential properties4,648,4574,822,5374,520,2344,418,6584,443,6874,252,098
Financed realestate not secured by real estate 503,081493,494309,990317,949306,738310,371
Loansincluded in the 300% test$8,458,925$8,464,853$7,903,124$7,798,706$7,690,113$7,407,182
Total Risk-Based Capital$3,146,468$3,078,671$2,993,005$2,906,853$2,818,988$2,563,617
%ofTotal Risk-Based Capital
100% Test –Constructionand LandDevelopment87%84%84%84%80%83%
300% Test –Construction and Land Development + NOOCRE + Multifamily269%275%264%268%273%289%
52
Balance Sheet –Deposit Portfolio
($ in millions)
TOTAL DEPOSITSCORE DEPOSITSNONCORE DEPOSITS
TOTAL PINNACLETRANSACTION AND MMDACDsPUBLIC FUNDS and OTHER DEPOSITS
3Q203Q193Q203Q193Q203Q193Q203Q19
Nashville$9,597.4$7,716.1$8,864.6$6,855.3$487.7$561.6$245.1$299.2
Knoxville2,283.81,647.02,132.91,485.6105.0118.245.943.2
Music and Entertainment296.5305.4288.1298.51.91.76.55.2
Memphis1,250.2912.01,035.6709.1147.7148.266.954.7
Chattanooga1,415.71,008.21,305.4883.254.960.855.464.2
Total Tennessee$14,843.6$11,588.7$13,626.6$10,231.7$797.2$890.5$419.8$466.5
Greensboro/Highpoint2,414.21,982.61,970.31,569.7277.8280.3166.1132.6
Charlotte1,547.01,231.21,269.6899.6169.1209.1108.3122.5
Charleston1,103.7954.4948.0743.1127.0172.328.739.0
Raleigh748.0635.9682.6557.945.954.919.523.1
Roanoke809.3648.9680.2493.8107.5131.721.623.4
Greenville359.3328.2267.9208.770.683.720.835.8
Total Carolinas / VA$6,981.5$5,781.2$5,818.6$4,472.8$797.9$932.0$365.0$376.4
Atlanta37.5-37.5-----
Other4,681.42,630.8907.6528.418.448.13,755.42,054.3
Total$26,544.0$20,000.7$20,390.3$15,232.9$1,613.5$1,870.6$4,540.2$2,897.2
53
Note: Percentages noted in red text represent year-over-year growth rates.
Balance Sheet –Bond Portfolio
Conservative bond portfolio
●Investmentsto Total Assets of 13.3%
54
3.4%
2.5%
33.1%
4.7%
3.8%
52.5%
Agency/TreasuryCorporatesMBSAsset BackedCMOsMunicipals
Portfolio: September 30, 2020
Total Investments $4.5billion
Net Unrealized Gain$102.8 million
QuarterDurationAvg. Yield-TE
3Q204.7%2.4%
2Q204.6%2.6%
1Q204.3%2.8%
4Q194.8%2.9%
3Q194.4%3.0%
2Q194.1%3.2%
1Q193.7%3.4%
4Q183.6%3.2%
3Q184.4%3.1%
2Q183.9%2.9%
1Q183.5%2.9%
4Q173.5%2.7%
55
Note: See slide 71for peer group utilized in the above analysis.
Source: S&P Global
74%
77%
79%
80%
76%
26%
23%
21%
20%
24%
Sep. 2019Dec. 2019Mar. 2020Jun. 2020Sep. 2020
Effective Bond Portfolio Composition
End of Period
Fixed RateVariable Rate
Balance Sheet –Bond Portfolio
2.39
13.3
-
5.0
10.0
15.0
20.0
25.0
30.0
35.0
40.0
-
0.50
1.00
1.50
2.00
2.50
3.00
3.50
4.00
2015Q32015Q42016Q12016Q22016Q32016Q42017Q12017Q22017Q32017Q42018Q12018Q22018Q32018Q42019Q12019Q22019Q32019Q42020Q12020Q22020Q3
% of Total Assets
Bond Yields
PNFP - Bond YieldsPeer Median - Bond Yields
PNFP - % of Total AssetsPeer Median - % of Total Assets
Interest Rate Sensitivity
56
2.1%
1.0%
0.3%
-0.9%
-0.3%
0.4%
-0.2%
-2.6%
-0.9%
-0.7%
0.6%
-1.1%
0.5%
0.8%
-3.0%
-2.0%
-1.0%
0.0%
1.0%
2.0%
3.0%
1Q192Q193Q194Q191Q202Q203Q20
Net Interest Income %
D
Rate Shock Scenarios
Ramp +100Ramp -100
4.1%
2.2%
1.0%
-1.2%
-0.3%
0.6%
-0.1%
-5.3%
-2.1%
-1.7%
0.6%
-3.1%
0.0%
0.6%
-6.0%
-4.0%
-2.0%
0.0%
2.0%
4.0%
6.0%
1Q192Q193Q194Q191Q202Q203Q20
Net Interest Income %
D
Rate Ramp Scenarios
Shock +100Shock -100
IRR analysis indicates neutral balance sheet positioning; 100bp +/-ramps and shocks generate <1% NII moves
NIM Adjusted for PPP and Liquidity Impact
57
Estimate that both PPP and Liquidity Build negatively impacted 3Q20 NIM by 0.40%
(2) Yields computed on tax-exempt instruments on a tax equivalent basis and included $7.3 million of taxable equivalent income for the three months ended Sept. 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 then current period presented.
(1) Average balances of nonperforming loans are included in the above amounts.
(3) 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.
Actual Avg Balances
3Q20
ProForma
Adjustments
Adjusted Avg
Balances after PF
EntriesInterest
ProForma
Adjustments
Adjusted
Interest after
PF Entries
Rates/
Yields
ProForma
Yield/ Rate
Adj.
Adj. Yield/
Rates after
PF Entries
Loans
(1)(2)
$ 22,493
$
(2,235)
a
$ 20,258 $ 224.5 $ (15.6)
a
$ 208.9 4.04%2.77%
a
4.19%
Securities
(2)
Taxable2,226 2,226 8.38.3 1.43%1.48%
Tax-exempt2,194 2,194 15.0 15.0 3.37%3.29%
Other1521520.60.61.62%1.62%
Fed funds sold & Interest-
bearing deposits3,127 (2,616)
b
511 0.8 $ (0.7)
b
0.1 0.10%0.10%
b
0.10%
$ 30,192 (4,851)$ 25,341 $ 249.2 $ (16.3)$ 232.9 3.38%3.79%
Nonearning assets3,647 3,647
$ 33,839
$
(4,851)$ 28,988
Total deposits and Interest-
bearing liabilities28,731 (4,851)
a,b
23,880 42.6 (7.2)
a,b
35.4 0.59%0.59%
a,b
0.59%
Other liabilities342 342
Stockholders' equity4,766 4,766
$ 33,839
$
(4,851)$ 28,988
Net Interest income$ 206.6 $ (9.0)$ 197.5
Net interest margin
(3)
2.82%0.40%3.22%
Pro Forma Adjustments
a Average balances of PPP loans carried during 3Q20 at an average yield of 2.77%; assume funded from all funding sources.
b Estimated average balances of excess liquidity carried during 3Q20 with average yield of 0.10%; assume funded from all funding sources.
Current Expected Credit Losses
Allowance for Credit Losses
December 31, 2019
Probable Incurred
Losses
January 1, 2020
CECLAdoption
March 31, 2020
CECL
June 30, 2020
CECL
September 30, 2020
CECL
Amount% of LoansAmount% of LoansAmount% of LoansAmount% of LoansAmount% of Loans
Commercial and Industrial $ 36,112 0.57%$ 59,114 0.94%$ 88,032 1.30%$ 100,6101.60% *$ 102,2081.66% *
Commercial Real Estate33,369 0.43%28,894 0.37%55,748 0.72%107,2291.33%106,2851.33%
Construction and Land Development 12,662 0.52%9,537 0.39%38,911 1.54%41,8971.63%41,2221.51%
Consumer Real Estate8,054 0.26%29,109 0.95%32,997 1.06%29,3580.96%31,9491.05%
Consumer and Other4,5801.58%6,226 2.15%6,776 2.29%6,2782.13%6,9812.03%
Allowance for Loan Losses$ 94,777 0.48%$ 132,880 0.67%$ 222,464 1.09%$ 285,3721.41%* 288,6451.43%*
Reserve for unfunded commitments2,364 11,138 16,294 20,79421,219
Allowance for Credit Losses -Total$ 97,141 $ 154,018 $ 238,758 $ 306,166$ 309,864
* Reserve percentages for C&I and total loans at June 30, 2020 and September 30, 2020 exclude SBA PPP loans
Asset Quality
(*) >30 days past due (**) Excludes past due loans rated substandard
59
($in millions)September 30, 2020
AS A % OF
TOTALLOANS
June 30, 2020
AS A % OF
TOTALLOANS
September 30, 2019
AS A % OF
TOTALLOANS
NPLs and > 90 days
Const. and land development
$3,1520.01%$3,2300.01%$2,0470.01%
Consumer RE
22,1760.10%23,2550.10%23,8620.12%
CRE –Owner Occupied
10,6250.05%11,8060.05%11,9080.06%
CRE –Non-Owner Occupied
5,8600.03%10,4540.05%10,6830.06%
Total real estate
$41,6820.19%$48,7450.22%48,5000.25%
C&I
28,9480.13%15,2390.07%26,4380.14%
Other7600.01%5600.00%7760.00%
Total loans
$71,3900.32%$64,5440.29%$75,7140.39%
Classified loans and ORE
Substandard commercial loans$261,7741.16%$288,9061.28%$306,9201.59%
Doubtful commercial loans-0.00%-0.00%10.00%
Other impaired loans25,3160.11%25,6940.11%25,8590.12%
90 days past due and accruing (**)1,3130.01%1,6820.01%2,3850.01%
Other real estate19,4450.09%22,0800.10%30,0490.16%
Other repossessed assets-0.00%250.00%-0.00%
Total$307,8491.37%$338,3871.50%$363,2141.80%
Pinnacle Bank classified asset ratio9.9%11.2%13.5%
Hotel Portfolio
Amounts as of 9.30.20 –Comments as of 10.16.20
60
Top 10 Hotel Borrowers
10 Largest
Hotel Loans Location
Exposure at
9.30.20
('000s)Loan TypeFlag
Hotel Property
Type
Deferral at
10.16.20
LITTLE ROCK, AR
$ 32,894Term
MarriottFull ServiceNo
CHATTANOOGA, TN
31,161Construction
MarriottLimited ServiceNo
HUNTSVILLE, AL
28,896Term
MarriottFull ServiceNo
CHATTANOOGA, TN
26,578Term
MarriottLimited ServiceYes
FRANKLIN, TN
25,263Construction
HiltonFull ServiceNo
WALLAND, TN
25,000Term
IndependentResort Conference CenterNo
NASHVILLE, TN
25,000Term
InterContinentalFull ServiceNo
FRANKLIN, TN
24,661Term
HiltonFull ServiceYes
HAYMARKET, VA
18,602Term
MarriottLimited ServiceNo
CHATTANOOGA, TN
17,805Term
MarriottFull ServiceYes
$ 255,860
20.4% of hotel
loans
PNFP Hotel Property Type Descriptions are as follows:
Economy–The economy sector often is used to categorize the smaller, older, low-rise buildings. Characteristics include limited to noservice and some
may even have exterior room access. An economy hotel is for the budget minded traveler and examples of flags include; Motel 6, Americas Best Value
Inn, La Quinta, Comfort Inn, BaymontInn, Red Roof Inn, Super 8, Fairfield Inn, or perhaps an independent roadside property.
Limited Service –This sector is also known as select service and may offer limited food & beverage options. These properties often include amenities such
as a business center, fitness room, and pool, and are represented by brands like Hilton Garden Inn, Truby Hilton, Courtyard by Marriott and Hyatt Place.
Extended Stay-Extended Stay hotels include provisions for cooking within individual rooms or suites, and the average stay is often a week or more.
Full Service -Full servicehotels are generally mid-price, upscale or luxury hotels with a restaurant, lounge facilities, and meeting space as well as
minimum service levels often including bell service and room service.
Other –Property types not included in the above type descriptions including resort/conference center hotels, Airbnb and bed and breakfast hotel types.
Restaurant Portfolio
Amounts as of 9.30.20 –Comments as of 10.16.20
61
Location
Exposure
at 9.30.20
('000s)
Franchise Name
Deferral at
10.16.20
NASHVILLE, TN
$ 7,572
Local/Independent
No
SEVIERVILLE, TN
5,000Burger KingNo
CLEMMONS, NC
4,643BojanglesNo
STATESVILLE, NC
4,203Cici’sPizzaNo
COLUMBIA, SC
3,957Local/IndependentNo
NASHVILLE, TN
3,838Local/IndependentNo
RALEIGH, NC
3,114Local/ IndependentNo
ERWIN, TN
2,946BojanglesNo
MOUNT PLEASANT, SC
2,578Local/IndependentNo
CHARLESTON, SC
2,530Local/IndependentNo
$ 40,3815.7% of Restaurant portfolio
Top 10 Non Owner-OccupiedCRE Restaurant Borrowers
Location
Exposure
at 9.30.20
('000s)
LTV at
9.30.20Food Service TypeDeferral at 10.16.20
Nashville,TN$ 40,72237%Fine DiningYes
Lebanon, TN36,000
Stock of Subs
Casual DiningNo
Morristown, TN23,065FF&EQuick ServiceNo
Dallas, TX15,21544%Fine DiningYes
Nashville,TN14,00178%QuickServiceNo
Columbia,TN10,38871%Quick ServiceNo
$138,39119.5% of Restaurant portfolio
C&I and Owner-Occupied CRE Restaurant Borrowers with Exposure Greater than $10mm
PNFP Restaurant Property Type Descriptions are as follows:
Casual Dining –Target market could be the traveling public with in-store dining and wait staff. Limited bar service.
Fine Dining –Target market are those customers looking for a complete dining experience. Full bar and wine service.
Quick Service –Most likely a drive through facility with counter ordering. No wait staff and/or very limited alcoholic
beverage service.
CRE Loans –PNFP has provided funding to developer or restaurant owner who leases facility to their restaurant entity
which could be an independent operator or a franchise.
Other –Other properties include bars, caterers, etc.
Note: Charts exclude PPP loans.
62
10 Largest
Retail Relationships
Exposure at
9.30.20
('000s)
Loan Type Tenant Type
Deferral at
10.16.20
NEW BERN, NC
$ 26,392
TermRetail Power Center or Lifestyle Center
No
DELRAY BEACH, FL
26,000
TermGrocery Anchored Shopping Center
No
GREENSBORO, NC24,552TermGrocery Anchored Shopping CenterYes
OLAR, SC21,699TermRetail Power Center or Lifestyle CenterNo
NASHVILLE, TN
19,266
TermNon-Anchored Multi Tenant Shopping Center
No
FORT MILL, SC16,266TermNon-Anchored Multi Tenant Shopping CenterNo
SUMMERVILLE, SC16,013TermGrocery Anchored Shopping CenterNo
NASHVILLE, TN15,010TermSingle TenantNo
NASHVILLE, TN
14,856
TermGrocery Anchored Shopping Center
No
CARY, NC14,847TermGrocery Anchored Shopping CenterNo
$ 194,9018.1% of Retail Portfolio
NOO CRE Retail Portfolio
Amounts as of 9.30.20 –Comments as of 10.16.20
Tenant Type Descriptions are as follows:
•Grocery Anchored Shopping Centeris otherwise known as the “Neighborhood Center”, this is a convenience orientedcenter and usually services
a 3-mile radius. The grocery anchored encompasses 30-50% of the GLA, and the typical number of tenants range from 5-20 stores.
•Other Retail Anchored Shopping Center this is a larger center that services the local area, howeveroffers a wider range of apparel, merchandise,
more soft goods and convenience-service oriented stores than neighbor centers. Several tenants maybe considered anchors and thetypical
number of stores range from 15-40.
•Non-Anchored, Multi-Tenant Shopping Center also considered a convenience center, is among the smallest of centers, whose tenants provide a
narrow mix of goods and personal services to a very limited trade area.
•Regional Mall consists of general merchandise or fashion-oriented offerings.Typically, enclosed with inward-facing stores and parking surrounds
the outside perimeter.
•Retail Power Center or Lifestyle Center –A power center is comprised of category-dominant anchors over 60% of the GLA. There are usually 3-5+
anchor tenants, and services a wider trade area. A Lifestyle center is an upscale dining, shopping, and entertainment venue in an outdoor setting.
•Single Tenant property is fully occupied by a single user and often feature a NNN lease structure.
Top 10 Retail NOO CRE
Entertainment Portfolio
Amounts as of 9.30.20 –Comments as of 10.16.20
63
10 Largest
Entertainment Relationships
('000)
Exposureat
9.30.20
('000s)
Loan
Type
Entertainment
Type
Deferral at
10.16.20
PROVIDENCE, RI
$ 42,667C&I
Recording Industry No
NEEDHAM HEIGHTS, MA
40,000C&I
Recording Industry No
NEW YORK, NY
35,875C&I
Recording Industry No
WAYLAND, MA32,000C&IRecording IndustryNo
LONDON, UK
25,000C&I
Recording Industry No
SANTA MONICA, CA
22,000C&I
Recording Industry No
NEW YORK, NY
18,543C&I
Recording Industry No
NEW YORK, NY
18,485C&I
Recording Industry No
PORTLAND, OR
16,985C&I
Recording Industry No
LOS ANGELES, CA
16,844C&I
Recording Industry No
$ 268,399
29.7% of EntertainmentPortfolio
Over 50% of entertainment book is recording industry which is heavily weighted towards music publishing and royalty catalogs
Income Statement –Revenue per Common Share
*: excluding gains and losses on sales of investment securities and loss on sale of non-prime automobile portfolio. For a reconciliation of these Non-GAAP financial measures to the comparable GAAP measures, see slides 68-69.
Note: See slide 71 for peer group utilized in the above analysis. Peer group calculated by aggregating total peer revenues by total peer weighted avg. shares for each quarter.
Source: S&P Global
64
$10.20
$10.27
$10.49
$10.73
$11.10
$11.43
$11.74
$12.13
$12.42
$12.92
$13.44
$13.54
$13.87
$14.05
$14.36
13.0%
7.3%
5.0%
5.3%
8.8%
11.3%
11.9%
13.0%
11.9%
13.0%
14.5%
11.6%
11.6%
8.7%
6.8%
4.0%
4.5%
3.9%
4.6%
6.4%
6.5%
7.3%
6.2%
4.7%
5.0%
4.3%
5.0%
6.7%
7.2%
0.0%
3.0%
6.0%
9.0%
12.0%
15.0%
$10.00
$11.00
$12.00
$13.00
$14.00
$15.00
1Q172Q173Q174Q171Q182Q183Q184Q181Q192Q193Q194Q191Q202Q203Q20
Y/Y Revenue per Share Growth
Revenue per Share*
LTM Revenue Per Share Growth vs. Peers
PNFP LTM Revenue/SharePNFP Y/Y GrowthPeer Median Y/Y Growth
Income Statement –Mortgage Volumes
1.00%
1.50%
2.00%
2.50%
3.00%
3.50%
4.00%
4.50%
5.00%
$25,000
$100,000
$175,000
$250,000
$325,000
$400,000
$475,000
$550,000
$625,000
Purchase MoneyRefinanceGross fees as a % of loans originated
65
66
BHG Financials
Strong equity to support business model
Source: BHG Internal Data, unaudited
•Strong performance in 3Q20
•Strong cash position to provide increased liquidity and, thus, better withstand any Pandemic losses
3Q 2020
2Q 2020
1Q 2020
Gains on Loan Sales and Origination Fees
105,445,353
$
67,250,864
$
69,654,818
$
Interest and Dividend Income
18,030,655
21,975,146
24,166,270
Other Income
5,034,193
3,564,355
4,122,071
Total Revenues
128,510,201
92,790,365
97,943,159
Expenses related to Loan Portfolio Management
Provision expense
13,608,411
3,224,805
5,792,281
Interest expense
4,739,365
5,013,548
4,369,600
Other
2,266,388
2,923,102
4,237,573
Total
20,614,164
11,161,455
14,399,454
Salary and benefits
26,876,112
24,202,468
26,504,164
Marketing expenses
15,035,532
7,834,184
11,420,585
Other expenses
14,525,439
11,918,645
13,147,677
Total operating expenses
56,437,083
43,955,297
51,072,426
Net Earnings
51,458,954
$
37,673,613
$
32,471,279
$
Profitability Statistics
Earnings to Revenues
40.04%
40.60%
33.15%
Portfolio Mgmt Expense to Revenues
16.04%
12.03%
14.70%
Operating Expenses to Revenues
43.92%
47.37%
52.14%
*Interest Income Includes I/O strip interest income
At Sept. 30,
2020
At June 30,
2020
At M arch 31,
2020
Cash and Cash Equivalents279,561,516$ 368,326,700$ 346,462,337$
Loans Held for Investment704,103,111 492,320,030 390,510,647
Allowance for Loan Losses(19,445,942) (9,537,646) (9,317,158)
Loans Held for Sale211,420,789 347,004,462 344,779,932
Premises and Equipment40,250,232 40,530,721 40,013,345
Other assets33,640,650 29,563,805 43,681,054
Total Assets1,249,530,356$ 1,268,208,072$ 1,156,130,157$
Recourse Obligation256,268,119 229,273,708 178,989,055
Secured Borrowings623,992,105 310,368,848 361,749,658
Notes Payable21,307,979 350,243,201 270,113,861
Borrower Reimbursable Fee67,506,291 62,899,797 58,655,148
Other Liabilities37,387,310 94,162,108 72,864,778
1,006,461,804$ 1,046,947,662$ 942,372,500$
Equity (all Tangible)243,068,552 221,260,410 213,757,657
Total Liabilities & Stockholders Equity1,249,530,356$ 1,268,208,072$ 1,156,130,157$
Loans Outstanding at Other Bank s3,448,749,523$ 3,162,792,897$ 2,835,826,639$
Total Outstanding Loan Liability4,133,406,692$ 3,655,112,927$ 3,226,337,286$
Soundness Statistics:
Cash to Assets22.37%29.04%29.97%
Equity to Assets19.45%17.45%18.49%
Recourse Obligation to Loans at Other Bank s7.43%7.25%6.31%
Allowance to Loans Held for Investment2.76%1.94%2.39%
Total Reserves against Total Outstanding6.67%6.53%5.84%
Total Liability
**:Excludes the impact of ORE expense and income, branch rationalization charges, merger-related charges and FHLB restructuring charges. For a reconciliation of these Non-GAAP financial measures to the comparable GAAP measures, see slide 68-69.
^: Associate retention rate is computed by dividing the number of associates employed at quarter end less the number of associates that have resigned in the last 12 months by the number of associates employed at quarter end. Associate retention rate
does not include associates at acquired institutions displaced by acquisition.
67
$424.9
$201.0
$427.5
$206.2
$415.9
$199.0
$441.0
$216.9
$449.8
$214.8
$404.6
$208.1
$414.3
$215.6
$426.9
$205.4
$456.1
$221.1
$0.0
$100.0
$200.0
$300.0
$400.0
$500.0
Annualized REV/ AssociateAnnualized EXP/ Associate
3Q18 to 3Q20
(increase of $31.2 per associate)
3Q18 to 3Q20
(increase of $20.1 per associate)
86%
88%
90%
92%
94%
1Q182Q183Q184Q181Q192Q193Q194Q191Q202Q203Q20
Employee Retention
^
Retention %
1.00%
1.25%
1.50%
1.75%
2.00%
2.25%
1Q182Q183Q184Q181Q192Q193Q194Q191Q202Q203Q20
Noninterest Expense / Avg Assets GAAPNoninterest Expense / Avg Assets Adjusted**
Income Statement –Expenses
Income Statement
Reconciliation of Non-GAAP Financial Measures
68
Income Statement
Reconciliation of Non-GAAP Financial Measures
69
Income Statement
Reconciliation of Non-GAAP Financial Measures
70
Peer Group
Institution Name Ticker City, State
Pinnacle Financial PartnersPNFPNashville, TN
Valley National BancorpVLYWayne, NJ
BancorpSouth, Inc.BXSTupelo, MS
Bank of the Ozarks, Inc.OZKLittle Rock, AR
Simmons First National Corp. SFNCPine Bluff, AR
F.N.B. CorporationFNBPittsburgh, PA
Cullen/Frost Bankers Inc.CFRSan Antonio, TX
Fulton Financial CorporationFULTLancaster, PA
Hancock Holding CompanyHWCGulfport, MS
Commerce Bancshares, Inc.CBSHKansas City, MO
South State CorporationSSBWinter Haven, FL
First Midwest Bancorp Inc.FMBIChicago, IL
PacWest BancorpPACWBeverly Hills, CA
Prosperity Bancshares, Inc.PBHouston, TX
Sterling BancorpSTLMontebello, NY
Synovus Financial Corp.SNVColumbus, GA
TCF Financial CorporationTCFDetroit, MI
Atlantic Union BkshsCorp.AUBRichmond, VA
UMB Financial CorporationUMBFKansas City, MO
Umpqua Holdings CorporationUMPQPortland, OR
Western Alliance BancorporationWALPhoenix, AZ
Wintrust Financial CorporationWTFCRosemont, IL
71
Investor Call
THIRD QUARTER 2020
M. TERRY TURNER, PRESIDENT AND CEO
HAROLD R. CARPENTER, EVP AND CFO
TIM HUESTIS, EVP AND CHIEF CREDIT OFFICER
PNFP 4Q25 Presentation
guidanceUploaded 4/9/2026by pdf-importType: presentationPublished 12/15/2025
Content preview
Earnings Results
Fourth Quarter 2025
2
Forward-Looking Statements
This slide presentation and certain of our other filings with the Securities and Exchange Commission contain statements that constitute "forward-looking statements" within the meaning of,
and subject to the protections of, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than
statements of historical fact are forward-looking stateme...
Show full content (93,905 chars)
Earnings Results
Fourth Quarter 2025
2
Forward-Looking Statements
This slide presentation and certain of our other filings with the Securities and Exchange Commission contain statements that constitute "forward-looking statements" within the meaning of,
and subject to the protections of, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than
statements of historical fact are forward-looking statements. You can identify these forward-looking statements through Pinnacle’s use of words such as "believes," "anticipates," "expects,"
"may," "will," "assumes," "predicts," "could," "should," "would," "intends," "targets," "estimates," "projects," "plans," "potential" and other similar words and expressions of the future or
otherwise regarding the outlook for Pinnacle's future business and financial performance and/or the performance of the banking industry and economy in general. These forward-looking
statements include, among others, statements on our expectations related to (1) the anticipated benefits and risks related to the recently completed business combination transaction
between Synovus Financial Corp., a Georgia corporation (“Synovus”) and Pinnacle Financial Partners, Inc., a Tennessee corporation (“Legacy Pinnacle”), including the risk that the cost savings
and revenue synergies from the transaction may not be fully realized or may take longer than anticipated to be realized, the risk that the integration of Legacy Pinnacle’s and Synovus’
respective businesses and operations will be materially delayed or will be more costly or difficult than expected, including as a result of unexpected factors or events, and risks related to
management and oversight of the expanded business and operations of the combined company; (2) loan growth and loan mix; (3) deposit growth and mix; (4) net interest income and net
interest margin; (5) revenue growth, including growth attributable to the company's investment in Bankers Healthcare Group ("BHG"); (6) non-interest expense; (7) credit trends and key
credit performance metrics; (8) our future operating and financial performance; (9) our strategy and initiatives for future revenue growth, balance sheet optimization, capital management,
and expense management; (10) our effective tax rate; (11) our capital position; and (12) our assumptions underlying these expectations. Prospective investors are cautioned that any such
forward-looking statements are not guarantees of future performance and involve known and unknown risks and uncertainties which may cause the actual results, performance or
achievements of Pinnacle to be materially different from the future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking
statements are based on the information known to, and current beliefs and expectations of, management and are subject to significant risks and uncertainties. Actual results may differ
materially from those contemplated by such forward-looking statements. A number of factors could cause actual results to differ materially from those contemplated by the forward-looking
statements in this presentation. Many of these factors are beyond Pinnacle's ability to control or predict.
These forward-looking statements are based upon information presently known to Pinnacle's management and are inherently subjective, uncertain and subject to change due to any number
of risks and uncertainties, including, without limitation, the risks and other factors set forth in Pinnacle's periodic filings with the Securities and Exchange Commission, including its annual
reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. We believe these forward-looking statements are reasonable; however, undue reliance should not be
placed on any forward-looking statements, which are based on current expectations and speak only as of the date that they are made. We do not assume any obligation to update any
forward-looking statements as a result of new information, future developments or otherwise, except as otherwise may be required by law.
3
Use of Legacy Pinnacle Non-GAAP Financial Measures
This slide presentation contains certain non-GAAP financial measures determined by methods other than in accordance with generally accepted accounting principles. Such non-GAAP
financial measures include the following: adjusted net income available to common shareholders; adjusted diluted earnings per share; adjusted return on average assets; return on average
tangible common equity; adjusted return on average tangible common equity; adjusted non-interest revenue; adjusted total revenue taxable equivalent (TE); adjusted non-interest expense;
adjusted tangible efficiency ratio; tangible common equity ratio; tangible book value per common share; and adjusted pre-provision net revenue (PPNR). The most comparable GAAP
measures to these measures are net income available to common shareholders; diluted earnings per share; return on average assets; return on average common equity; total non-interest
revenue; total revenue; total non-interest expense; efficiency ratio-TE; total shareholders' equity to total assets ratio; book value per common share; and PPNR, respectively. Management
believes that these non-GAAP financial measures provide meaningful additional information about Pinnacle to assist management and investors in evaluating Pinnacle's operating results,
financial strength, the performance of its business and the strength of its capital position. However, these non-GAAP financial measures have inherent limitations as analytical tools and
should not be considered in isolation or as a substitute for analyses of operating results or capital position as reported under GAAP. The non-GAAP financial measures should be considered as
additional views of the way our financial measures are affected by significant items and other factors, and since they are not required to be uniformly applied, they may not be comparable to
other similarly titled measures at other companies. Adjusted net income available to common shareholders, adjusted diluted earnings per share and adjusted return on average assets are
measures used by management to evaluate operating results exclusive of items that are not indicative of ongoing operations and impact period-to-period comparisons. Return on average
tangible common equity and adjusted return on average tangible common equity are measures used by management to compare Pinnacle's performance with other financial institutions
because it calculates the return available to common shareholders without the impact of intangible assets and their related amortization, thereby allowing management to evaluate the
performance of the business consistently. Adjusted non-interest revenue and adjusted total revenue TE are measures used by management to evaluate non-interest revenue and total
revenue exclusive of net investment securities gains (losses), fair value adjustments on nonqualified deferred compensation, and other items not indicative of ongoing operations that could
impact period-to-period comparisons. Adjusted non-interest expense and the adjusted tangible efficiency ratio are measures utilized by management to measure the success of expense
management initiatives focused on reducing recurring controllable operating costs. The tangible common equity ratio is used by stakeholders to assess our capital position. Tangible book
value per common share is used by stakeholders to assess our financial stability and value. Adjusted PPNR is used by management to evaluate PPNR exclusive of items that management
believes are not indicative of ongoing operations and impact period-to-period comparisons. The computations of the non-GAAP financial measures used in this slide presentation are set forth
in the appendix to this slide presentation.
Management does not provide a reconciliation for forward-looking non-GAAP financial measures where it is unable to provide a meaningful or accurate calculation or estimation of
reconciling items and the information is not available without unreasonable effort. This is due to the inherent difficulty of forecasting the occurrence and the financial impact of various items
that have not yet occurred, are out of Pinnacle's control, or cannot be reasonably predicted. For the same reasons, Pinnacle's management is unable to address the probable significance of
the unavailable information. Forward-looking non-GAAP financial measures provided without the most directly comparable GAAP financial measures may vary materially from the
corresponding GAAP financial measures.
4
Use of Synovus Non-GAAP Financial Measures
This slide presentation contains certain non-GAAP financial measures determined by methods other than in accordance with generally accepted accounting principles. Such non-GAAP
financial measures include the following: adjusted net income available to common shareholders; adjusted diluted earnings per share; adjusted return on average assets; return on average
tangible common equity; adjusted return on average tangible common equity; adjusted non-interest revenue; adjusted total revenue taxable equivalent (TE); adjusted non-interest expense;
adjusted tangible efficiency ratio; tangible common equity ratio; tangible book value per common share; and adjusted pre-provision net revenue (PPNR). The most comparable GAAP
measures to these measures are net income available to common shareholders; diluted earnings per share; return on average assets; return on average common equity; total non-interest
revenue; total revenue; total non-interest expense; efficiency ratio-TE; total shareholders' equity to total assets ratio; book value per common share; and PPNR, respectively. Management
believes that these non-GAAP financial measures provide meaningful additional information about Synovus to assist management and investors in evaluating Synovus' operating results,
financial strength, the performance of its business and the strength of its capital position. However, these non-GAAP financial measures have inherent limitations as analytical tools and
should not be considered in isolation or as a substitute for analyses of operating results or capital position as reported under GAAP. The non-GAAP financial measures should be considered as
additional views of the way our financial measures are affected by significant items and other factors, and since they are not required to be uniformly applied, they may not be comparable to
other similarly titled measures at other companies. Adjusted net income available to common shareholders, adjusted diluted earnings per share and adjusted return on average assets are
measures used by management to evaluate operating results exclusive of items that are not indicative of ongoing operations and impact period-to-period comparisons. Return on average
tangible common equity and adjusted return on average tangible common equity are measures used by management to compare Synovus' performance with other financial institutions
because it calculates the return available to common shareholders without the impact of intangible assets and their related amortization, thereby allowing management to evaluate the
performance of the business consistently. Adjusted non-interest revenue and adjusted total revenue TE are measures used by management to evaluate non-interest revenue and total
revenue exclusive of net investment securities gains (losses), fair value adjustments on nonqualified deferred compensation, and other items not indicative of ongoing operations that could
impact period-to-period comparisons. Adjusted non-interest expense and the adjusted tangible efficiency ratio are measures utilized by management to measure the success of expense
management initiatives focused on reducing recurring controllable operating costs. The tangible common equity ratio is used by stakeholders to assess our capital position. Tangible book
value per common share is used by stakeholders to assess our financial stability and value. Adjusted PPNR is used by management to evaluate PPNR exclusive of items that management
believes are not indicative of ongoing operations and impact period-to-period comparisons. The computations of the non-GAAP financial measures used in this slide presentation are set forth
in the appendix to this slide presentation.
Management does not provide a reconciliation for forward-looking non-GAAP financial measures where it is unable to provide a meaningful or accurate calculation or estimation of
reconciling items and the information is not available without unreasonable effort. This is due to the inherent difficulty of forecasting the occurrence and the financial impact of various items
that have not yet occurred, are out of Synovus' control, or cannot be reasonably predicted. For the same reasons, Synovus' management is unable to address the probable significance of the
unavailable information. Forward-looking non-GAAP financial measures provided without the most directly comparable GAAP financial measures may vary materially from the corresponding
GAAP financial measures.
5
Pinnacle Financial Partners
•Highly Successful Operating and Recruiting Model
That Generates Above-Peer Revenue, EPS and TBV
Growth
•One of the Most Economically Vibrant Footprints in
the Banking Industry
•Regional Bank Employer of Choice with Industry-
Leading Client Service
•Healthy Capital Generation Provides Strong Balance
Sheet Growth and Capital Return Opportunities
•Significant, Multi-Year Investments and
Expertise Prepare PNFP Well for LFI Standards
PNFP footprint
population projected
to grow
~2x faster
than national average
(1)
(1) Source S&P Capital IQ Pro
6
Enriched Shareholders
Engaged Clients
Legacy Pinnacle and Synovus Both Delivered in 2025
Synovus
Pinnacle
2025
2025
(1) Source: Coalition Greenwich Voice of Client – 2025 US Commercial Banking Study ($1-$500MM – Q3 2025 - Banking); Pinnacle NPS score (82) is #1 in its legacy footprint compared to the 8 largest banks by lead relationship share among businesses with $1-$500MM
in revenue, while Synovus NPS score (60) is #3 in the legacy Synovus footprint compared to the 8 largest banks by lead relationship share among businesses with $1-$500MM in revenue; (2) Non-GAAP financial measure; see appendix for applicable reconciliation
#4
Best Bank to
Work For
American Banker
4.2/5.0
#1 Employer of
Choice in Our
Markets
Glassdoor
#1
+35% / +22%
2025 YoY GAAP/
Adjusted EPS Growth
(2)
+76% / +28%
Excited Team Members
#3
2025 YoY GAAP/
Adjusted EPS Growth
(2)
Net Promoter Score
(1)
Net Promoter Score
(1)
7
Adjusted Revenue, in Millions
1Q21
2Q21
3Q21
4Q21
1Q22
2Q22
3Q22
4Q22
1Q23
2Q23
3Q23
4Q23
1Q24
2Q24
3Q24
4Q24
1Q25
2Q25
3Q25
4Q25
$—
$250
$500
$750
Diluted Adjusted EPS
1Q21
2Q21
3Q21
4Q21
1Q22
2Q22
3Q22
4Q22
1Q23
2Q23
3Q23
4Q23
1Q24
2Q24
3Q24
4Q24
1Q25
2Q25
3Q25
4Q25
$0.50
$1.00
$1.50
$2.00
$2.50
Tangible Book Value Per Share
1Q21
2Q21
3Q21
4Q21
1Q22
2Q22
3Q22
4Q22
1Q23
2Q23
3Q23
4Q23
1Q24
2Q24
3Q24
4Q24
1Q25
2Q25
3Q25
4Q25
$25
$30
$35
$40
$45
$50
$55
$60
$65
Book Value Per Common Share
1Q21
2Q21
3Q21
4Q21
1Q22
2Q22
3Q22
4Q22
1Q23
2Q23
3Q23
4Q23
1Q24
2Q24
3Q24
4Q24
1Q25
2Q25
3Q25
4Q25
$50
$55
$60
$65
$70
$75
$80
$85
$90
$95
Diluted Reported EPS
1Q21
2Q21
3Q21
4Q21
1Q22
2Q22
3Q22
4Q22
1Q23
2Q23
3Q23
4Q23
1Q24
2Q24
3Q24
4Q24
1Q25
2Q25
3Q25
4Q25
$0.50
$1.00
$1.50
$2.00
$2.50
$3.00
Reported Revenue, in Millions
1Q21
2Q21
3Q21
4Q21
1Q22
2Q22
3Q22
4Q22
1Q23
2Q23
3Q23
4Q23
1Q24
2Q24
3Q24
4Q24
1Q25
2Q25
3Q25
4Q25
$—
$250
$500
$750
Our Focus is Unchanged
CAGR: 11%
CAGR: 12%
CAGR: 6%
CAGR: 7%
CAGR: 7%
(1) Non-GAAP financial measures; see appendix for applicable reconciliations
CAGR: 11%
(Legacy Pinnacle Information)
(1)(1)(1)
8
Period End Core Deposits, in Billions
1Q21
2Q21
3Q21
4Q21
1Q22
2Q22
3Q22
4Q22
1Q23
2Q23
3Q23
4Q23
1Q24
2Q24
3Q24
4Q24
1Q25
2Q25
3Q25
4Q25
$—
$10
$20
$30
$40
$50
NPAs/Loans + ORE
1Q21
2Q21
3Q21
4Q21
1Q22
2Q22
3Q22
4Q22
1Q23
2Q23
3Q23
4Q23
1Q24
2Q24
3Q24
4Q24
1Q25
2Q25
3Q25
4Q25
—%
0.10%
0.20%
0.30%
0.40%
0.50%
0.60%
Past Due Loans/Total Loans
1Q21
2Q21
3Q21
4Q21
1Q22
2Q22
3Q22
4Q22
1Q23
2Q23
3Q23
4Q23
1Q24
2Q24
3Q24
4Q24
1Q25
2Q25
3Q25
4Q25
—%
0.05%
0.10%
0.15%
0.20%
0.25%
NCOs/Average Loans
1Q21
2Q21
3Q21
4Q21
1Q22
2Q22
3Q22
4Q22
1Q23
2Q23
3Q23
4Q23
1Q24
2Q24
3Q24
4Q24
1Q25
2Q25
3Q25
4Q25
—%
0.05%
0.10%
0.15%
0.20%
0.25%
0.30%
Classified Asset Ratio
1Q21
2Q21
3Q21
4Q21
1Q22
2Q22
3Q22
4Q22
1Q23
2Q23
3Q23
4Q23
1Q24
2Q24
3Q24
4Q24
1Q25
2Q25
3Q25
4Q25
—%
1.0%
2.0%
3.0%
4.0%
5.0%
6.0%
7.0%
8.0%
Period End Loans, in Billions
1Q21
2Q21
3Q21
4Q21
1Q22
2Q22
3Q22
4Q22
1Q23
2Q23
3Q23
4Q23
1Q24
2Q24
3Q24
4Q24
1Q25
2Q25
3Q25
4Q25
$—
$10
$20
$30
$40
$50
CAGR: 11%
CAGR: 11%
(1) Core deposits are non-interest-bearing deposits, interest-bearing deposits, money market accounts and time deposits less than $250,000 including reciprocating time and money market deposits; the future core deposit definition will conform to legacy Synovus'
definition which includes client time deposits >$250,000
Our Focus is Unchanged
(Legacy Pinnacle Information)
(1)
9
Question: How likely are you to recommend (Lead Provider) to
a friend or colleague using a scale of 0-10 where "0" means
Not At All Likely and "10" means Extremely Likely? Which bank
or financial service provider do you consider your company's
single most important or lead provider of banking services?
Source: Coalition Greenwich Voice of Client – 2025 US
Commercial Banking Study (Pinnacle/Synovus – Extended
Combined Footprint (AL, DC, FL, GA, KY, NC, SC, TN, & VA -
$1-500MM – Q3 2025 YTD - Banking).
Net Promoter Score vs. Market Share
Our Greatest Opportunity
Large Market Share Banks –
10
Distributed accountability across teams
Empowerment and collaboration at all levels
People First Culture
Geographic-Led Model
Regional leadership driving growth
Specialty businesses supporting and aiding expansion
Corporate-Wide Incentive Plans
Focused on achieving Revenue and EPS targets
Alignment of rewards with performance outcomes
Outsized Hiring of Revenue
Producers
Aggressive recruitment of top talent
Strengthening front-line capabilities
Risk Management
Prudent client selection and credit risk management
Compliance and adoption of risk framework to match size and complexity
Reducing Bureaucracy
Streamlined processes for ease of doing business
Removing unnecessary layers for faster decisions
Speed of Execution
Rapid action supporting front-line and credit
Prioritizing agility and responsiveness
Performance Measurement and
Analysis
Technology and Solutions
Modernization
Data-driven insights for accountability
Continuous improvement through metrics
Upgrading platforms for efficiency
Driving innovation and customer-centric solutions
What Will Remain Intact
11
What Won't Happen
Pinnacle Won't Become
Another “Big Bank”
Pinnacle Won't Lose
Its “Secret Sauce”
Our growth enables big-bank capabilities:
advanced technology, a broader range of
products, deeper capital strength, and the
ability to serve clients wherever they are
But what truly sets us apart is our
small-bank heart: local decision-making,
personal relationships, and a culture that
puts people first
Our Focus is not changing – it is on accelerated
hiring, distinctive service and effective advice, it
is about relationships over transactions, people
over processes, and a war on bureaucracy
Growth gives us resources, but culture gives us
relevance...we will never trade one for the other
SCALE WITH A SOUL A FINANCIAL SERVICES FIRM THAT
JUST DOESN'T COMPETE - IT LEADS.
NOT BECAUSE OF SIZE, BUT
DUE TO FOCUS
Financial Highlights
13
Income Statement Summary (GAAP)
($ in thousands, except per share data)
4Q25
% Change
QoQ
% Change
YoY
Net Interest Income$407,4353%12%
Provision for Credit Losses$34,1017%15%
Non-Interest Revenue$134,769(9)%21%
Total Revenue$542,204(1)%14%
Non-Interest Expense$302,6560%16%
Pre-Provision Net Revenue$239,548(1)%12%
Net Income Available to Common Shareholders$165,983(2)%13%
Diluted EPS$2.13(3)%12%
(1) Non-GAAP financial measures; see appendix for applicable reconciliations; (2) TE - Taxable Equivalent
Legacy Pinnacle's Fourth Quarter 2025 Financial Highlights
Income Statement Summary (Adjusted)
(1)
($ in thousands, except per share data)
4Q25
% Change
QoQ
% Change
YoY
Net Interest Income (TE)
(2)
$424,5893%13%
Provision for Credit Losses$34,1017%15%
Adjusted Non-Interest Revenue$138,868(6)%25%
Adjusted Total Revenue (TE)
(2)
$563,4571%16%
Adjusted Non-Interest Expense$295,8710%13%
Adjusted Pre-Provision Net Revenue (TE)
(2)
$267,5861%19%
Adjusted Net Income Available to Common Shareholders$174,146(1)%18%
Adjusted Diluted EPS$2.24(1)%18%
14
Period-End Balance Sheet Growth
($ in millions)
4Q25
% Change
QoQ
% Change
YoY
Loans$39,1543%10%
Deposits$47,3974%11%
Core Deposits
(1)
$41,9283%10%
Non-Interest Bearing Deposits$9,0471%11%
(1) Core deposits are non-interest-bearing deposits, interest-bearing deposits, money market accounts and time deposits less than $250,000 including reciprocating time and money market deposits; the future core deposit definition will conform to legacy Synovus'
definition which includes client time deposits >$250,000; (2) Annualized; (3) Non-GAAP financial measure; see appendix for applicable reconciliation; (4) TE - Taxable equivalent; (5) 4Q25 capital ratios are preliminary
Legacy Pinnacle's Fourth Quarter 2025 Financial Highlights
Profitability Metrics4Q253Q254Q24
ROAA
(2)
1.16%1.22%1.15%
Adjusted ROAA
(2)(3)
1.22%1.26%1.15%
ROCE
(2)
9.76%10.33%9.48%
ROTCE
(2)(3)
13.50%14.49%13.58%
Adjusted ROTCE
(2)(3)
14.17%15.00%13.57%
Net Interest Margin
(2)
3.27%3.26%3.22%
Efficiency Ratio - TE
(4)
54.11%54.13%53.73%
Adjusted Efficiency Ratio
(3)
52.51%52.72%53.75%
Credit & Capital Metrics4Q253Q254Q24
NCOs/Average Loans
(2)
0.28%0.18%0.24%
NPLs/Loans0.34%0.39%0.42%
Allowance for Credit Losses %1.13%1.15%1.17%
CET1 Ratio
(5)
10.88%10.83%10.80%
15
Income Statement Summary (GAAP)
($ in thousands, except per share data)
2025
% Change
YoY
Net Interest Income$1,548,26113%
Provision for Credit Losses$107,245(11)%
Non-Interest Revenue$506,59037%
Total Revenue$2,054,85118%
Non-Interest Expense$1,167,72813%
Pre-Provision Net Revenue$887,12326%
Net Income Available to Common Shareholders$626,67336%
Diluted EPS$8.0735%
(1) Non-GAAP financial measures; see appendix for applicable reconciliations; (2) TE - Taxable Equivalent
Legacy Pinnacle's 2025 Financial Highlights
Income Statement Summary (Adjusted)
(1)
($ in thousands, except per share data)
2025
% Change
YoY
Net Interest Income (TE)
(2)
$1,606,96714%
Provision for Credit Losses$107,245(11)%
Adjusted Non-Interest Revenue
$523,20121%
Adjusted Total Revenue (TE)
(2)
$2,130,16816%
Adjusted Non-Interest Expense
$1,152,87515%
Adjusted Pre-Provision Net Revenue (TE)
(2)
$977,29316%
Adjusted Net Income Available to Common Shareholders
$650,27122%
Adjusted Diluted EPS
$8.3722%
16
Period-End Balance Sheet Growth
($ in millions)
2025
% Change
YoY
Loans$39,15410%
Deposits$47,39711%
Core Deposits
(1)
$41,92810%
Non-Interest Bearing Deposits$9,04711%
Legacy Pinnacle's 2025 Financial Highlights
Profitability Metrics20252024
ROAA1.15%0.93%
Adjusted ROAA
(2)
1.19%1.08%
ROCE9.66%7.66%
ROTCE
(2)
13.58%11.12%
Adjusted ROTCE
(2)
14.09%12.86%
Net Interest Margin3.24%3.16%
Efficiency Ratio - TE
(3)
55.25%58.00%
Adjusted Efficiency Ratio
(2)
54.12%54.17%
Credit & Capital Metrics20252024
NCOs/Average Loans0.21%0.23%
NPLs/Loans0.34%0.42%
Allowance for Credit Losses %1.13%1.17%
CET1 Ratio
(4)
10.88%10.80%
(1) Core deposits are non-interest-bearing deposits, interest-bearing deposits, money market accounts and time deposits less than $250,000 including reciprocating time and money market deposits; the future core deposit definition will conform to legacy Synovus'
definition which includes client time deposits >$250,000; (2) Non-GAAP financial measure; see appendix for applicable reconciliation; (3) TE - Taxable equivalent; (4) 4Q25 capital ratios are preliminary
17
Income Statement Summary (GAAP)
($ in thousands, except per share data)
4Q25
% Change
QoQ
% Change
YoY
Net Interest Income$484,5772%7%
Provision for Credit Losses$33,01552%0%
Non-Interest Revenue$145,0943%16%
Total Revenue$629,6712%8%
Non-Interest Expense$349,5940%13%
Pre-Provision Net Revenue$280,0775%3%
Net Income Available to Common Shareholders$171,054(8)%(4)%
Diluted EPS$1.22(8)%(2)%
(1) Non-GAAP financial measures; see appendix for applicable reconciliations; (2) TE - Taxable Equivalent
Synovus' Fourth Quarter 2025 Financial Highlights
Income Statement Summary (Adjusted)
(1)
($ in thousands, except per share data)
4Q25
% Change
QoQ
% Change
YoY
Net Interest Income (TE)
(2)
$486,2092%7%
Provision for Credit Losses$33,01552%0%
Adjusted Non-Interest Revenue$144,2506%16%
Adjusted Total Revenue (TE)
(2)
$630,4593%9%
Adjusted Non-Interest Expense$325,9812%5%
Adjusted Pre-Provision Net Revenue$304,4784%12%
Adjusted Net Income Available to Common Shareholders$202,551(1)%14%
Adjusted Diluted EPS$1.45(1)%16%
18
Period-End Balance Sheet Growth
($ in millions)
4Q25
% Change
QoQ
% Change
YoY
Loans$44,6262%5%
Deposits$51,3243%0%
Core Deposits
(1)
$45,8722%(1)%
Non-Interest Bearing Deposits$11,2021%(3)%
(1) Excludes brokered; (2) Annualized; (3) Non-GAAP financial measure; see appendix for applicable reconciliation; (4) TE - Taxable equivalent;; (5) 4Q25 capital ratios are preliminary
Synovus' Fourth Quarter 2025 Financial Highlights
Profitability Metrics4Q253Q254Q24
ROAA
(2)
1.18%1.30%1.25%
Adjusted ROAA
(2)(3)
1.39%1.42%1.25%
ROCE
(2)
12.62%14.36%14.75%
ROTCE
(2)(3)
14.09%16.11%16.72%
Adjusted ROTCE
(2)(3)
16.66%17.69%16.67%
Net Interest Margin
(2)
3.45%3.41%3.28%
Efficiency Ratio - TE
(4)
55.38%56.51%53.15%
Adjusted Efficiency Ratio
(3)
51.29%51.83%52.69%
Credit & Capital Metrics4Q253Q254Q24
NCOs/Average Loans
(2)
0.22%0.14%0.26%
NPLs/Loans0.57%0.48%0.73%
Allowance for Credit Losses %1.19%1.19%1.27%
CET1 Ratio
(5)
11.28%11.22%10.84%
19
Income Statement Summary (GAAP)
($ in thousands, except per share data)
2025
% Change
YoY
Net Interest Income$1,873,2177%
Provision for Credit Losses$68,871(50)%
Non-Interest Revenue$536,392124%
Total Revenue$2,409,60921%
Non-Interest Expense$1,322,0586%
Pre-Provision Net Revenue$1,087,55147%
Net Income Available to Common Shareholders$746,65570%
Diluted EPS$5.3376%
(1) Non-GAAP financial measures; see appendix for applicable reconciliations; (2) TE - Taxable Equivalent
Synovus' 2025 Financial Highlights
Income Statement Summary (Adjusted)
(1)
($ in thousands, except per share data)
2025
% Change
YoY
Net Interest Income (TE)
(2)
$1,879,8247%
Provision for Credit Losses$68,871(50)%
Adjusted Non-Interest Revenue
$528,7558%
Adjusted Total Revenue (TE)
(2)
$2,408,5797%
Adjusted Non-Interest Expense
$1,266,4933%
Adjusted Pre-Provision Net Revenue
$1,142,08613%
Adjusted Net Income Available to Common Shareholders
$797,23524%
Adjusted Diluted EPS
$5.6928%
20
Period-End Balance Sheet Growth
($ in millions)
2025
% Change
YoY
Loans$44,6265%
Deposits$51,3240%
Core Deposits
(1)
$45,872(1)%
Non-Interest Bearing Deposits$11,202(3)%
Synovus' 2025 Financial Highlights
Profitability Metrics20252024
ROAA1.31%0.81%
Adjusted ROAA
(2)
1.40%1.15%
ROCE14.73%9.50%
ROTCE
(2)
16.55%10.91%
Adjusted ROTCE
(2)
17.66%15.84%
Net Interest Margin3.39%3.19%
Efficiency Ratio - TE
(3)
54.72%62.54%
Adjusted Efficiency Ratio
(2)
52.15%54.33%
Credit & Capital Metrics20252024
NCOs/Average Loans0.18%0.31%
NPLs/Loans0.57%0.73%
Allowance for Credit Losses %1.19%1.27%
CET1 Ratio
(4)
11.28%10.84%
(1) Excludes brokered; (2) Non-GAAP financial measure; see appendix for applicable reconciliation; (3) TE - Taxable equivalent; (4) 4Q25 capital ratios are preliminary
2026 Outlook
22
Our Incentives Are Aligned
Determinants
of Short-Term
Incentives
Determinants
of Long-Term
Incentives
Adjusted Revenue
(1)
Growth
Adjusted EPS
(1)
Growth
Adjusted Return on
Tangible Common Equity
(1)
Tangible Book Value
(1)
Growth
Internal Goal
Setting
2026 Guidance Aligned with
Internal Goal Setting and
External Benchmarking
(1) Non-GAAP financial measure; see cautionary language on slides 3 and 4 and appendix for applicable reconciliation
Total Shareholder Return
23
Estimated Closing Vs. Announcement Merger Details
Estimates at AnnouncementCurrent Estimate
Non-Interest Expense Synergies
(1)
$250MMNo change
Non-Interest Expense Synergies Timing
(1)
50% in 2026, 75% in 2027, 100% in 202840% in 2026, 75% in 2027, 100% in 2028
Merger-Related Expense
(2)
$720MM inclusive of LFI expenseNo material change
(2)
Operational Conversion DateFirst Quarter 2027March 2027
CET1 Ratio at March 31, 2026~9.8%~10.0%
Loan Mark / Year 1 PAA
(3)(4)(5)
$874MM / $159MM~$800MM / $90MM- $110MM
(4)(5)
Securities Mark / Year 1 PAA
(3)
$946MM / $115MM
$813MM/1Q26 repositioning captures market yields
while eliminating 98% of securities-related PAA
Wealth Intangible / Year 1 Amortization$197MM / $20MMNo material change
Fixed Assets Write Up / Year 1 Incremental Depreciation$237MM / $16MMNo material change
Core Deposit Intangible / Year 1 Amortization$1.023B / $186MM~$825MM / ~$150MM
Time Deposit Mark / Year 1 PAA
(3)
$4MM / Full Accretion Year 1No material change
Gross Credit Mark on Synovus Loans
(5)
$483MM or 1.1% of SNV gross loans at 6/30/25No material change
(1) $250 MM of expense synergies are net of dyssynergies (e.g., LFI costs); synergy timing represents in-year savings for 2026, 2027 and 2028; (2) In addition to the $720MM of merger-related expense which should be recognized through 2027, ~$68MM of expense will be recognized
in 1Q26 associated with outstanding legacy PNFP single trigger equity awards; (3) PAA - Purchase Accounting Accretion; (4) Lower Year 1 accretion relative to the estimate at announcement is a result of a lower loan mark as well as a shift in the estimate of the mark to longer
duration loans; (5) Loan mark and Year 1 accretion estimate includes the impact of the elimination of deferred loan fees/costs in purchase accounting. There will be no credit PAA, as PNFP is electing the new accounting provision that does not require the historical double count
24
Notes
Period-End
Loans
Period-End
Deposits
Adjusted
Revenue
(1)
Adjusted Non-
Interest Expense
(1)
•Assumes NIM range of 3.45% - 3.55% in 2026, inclusive of PAA
•Assumes two 25-basis point Fed Funds cuts in 2026
•Assumes adjusted non-interest revenue
(1)
of $1.10B - $1.15B
•Assumes BHG investment revenue of $125MM - $135MM
•Includes ~$175MM of estimated total intangible amortization in 2026 (net of amortization eliminated in purchase accounting)
•Assumes 40% of $250MM net cost savings realized in 2026
•Inclusive of merger synergies, adjusted NIE
(1)
is expected to be relatively stable QoQ in 2Q26, 3Q26 and 4Q26 versus 1Q26
•Includes ~$10MM of annual expense that historically was recorded as contra-revenue by Synovus
•Upper end of expense range aligned with top end of revenue range
2026 Outlook
•Supported by revenue producer hiring, specialty lines and legacy market growth
•Represents 9%-11% loan growth (excluding the Day 1 purchase accounting loan mark)
$106.5B - $108.5B
$5.00B - $5.20B
$2.675B - $2.775B
20% - 21%
2026 Outlook
$91.0B - $93.0B
•Supported by revenue producer hiring, specialty lines and legacy market growth
•Represents relatively stable deposit mix
•Growth should accelerate throughout the year as seasonal benefits and integration momentum support 2H26 growth
NCOs/
Average Loans
CET1 Ratio
0.20% - 0.25%
10.25% - 10.75%
•Assumes relatively stable economic environment
•1Q26E NCOs are likely to be similar to combined company 4Q25 NCOs
(1) Non-GAAP financial measure; see cautionary language on slides 3 and 4 and appendix for applicable reconciliation
•ETR is based on earnings adjusted for merger-related costs
•Assumes similar mix of historical tax credits and tax-exempt income
Adjusted Effective
Tax Rate
•Near-term focus on capital accretion and prioritizing capital deployment via organic growth
•Incorporates increase in Common Dividend to $0.50/share per quarter (starting in 1Q26)
25
25%
75%
35%
30%
35%
2026E Balance Sheet Growth Attribution
Loan Growth Drivers
Deposit Growth Drivers
Recent Revenue-
Producing Hires
Legacy Markets/
Revenue Producers
Legacy Markets/
Revenue Producers
Revenue-Producing
Hires
Broad-based
contribution from
legacy SNV and Pinnacle
specialty businesses
(1)
Growth from longer
tenured revenue
producers /
established markets
Growth from hires
made within the last
3 years
Growth from longer-tenured
revenue producers,
supported by market-based
specialty lines
Growth from hires made
within the last 3 years
Specialty
Businesses
(1) Meaningful contributors include Structured Lending, Franchise Finance, Corporate & Investment Banking, Music Sports & Entertainment, Equipment Finance, Dealer Finance, Specialty Commercial Real Estate, and Solar Finance
26
Consistent with
2026 guidance
Expected to be finalized in
March 2026; includes
valuation marks, goodwill
impacts, DTA/DTL, etc.
0.3%-0.4%
Estimated Common Equity Tier 1 Ratio at March 31, 2026
~11.1%
Combined
PNFP & SNV
CET1
Ratio
(1)
12/31/25
~ -1.1%
Day 1 Marks
& Valuation
~ -0.2%
1Q26 Merger
Expense
~ -0.2%
Loan Growth
1Q26 Core EPS
+/- 0.1%
~10.0%
Pro Forma
PNFP
CET1
Ratio
3/31/26
(1) 12/31/25 CET1 Ratio based on preliminary estimates for each of legacy Pinnacle and Synovus; does not represent an official reported regulatory ratio; Note: CET1 change attribution is illustrative and is based on preliminary estimates and projections, as of January 15, 2026
Dividend &
Other
27
230
217
250
275
161
134
69
83
Legacy PNFPLegacy SNVNew PNFP
2024A2025A2026E2027E
Revenue Producer Hiring Should Remain Outsized
*Record Year
for PNFP
hiring model
225-250
250-275
28
Estimated Revenue Synergies of $100MM - $130MM
Note: Relationship Expansion, Capital Markets, Specialty Expertise and Treasury Capabilities information reflects 2025 PNFP and SNV
Expected To Be Realized Over the Next 2-3 Years
29
Merger-Related Expense Synergies
2026 Priorities
Strong Period-End Loan and Core Deposit Growth
Balanced Loan and Deposit Growth
New Deposit and Loan Processes and Systems
Cross-organizational initiative to define new state processes
New Client Onboarding
Onboarding high-impact clients on end-state platform
Revenue Synergies and Optimization Efforts
Cross-pollination and delivery of best of both bank strengths
Realize 40% of Expense Synergies
Tech and Product Conversion Preparation
Plan and prepare for CD1, with product and tech mapping
Appendix
Legacy Pinnacle
Standalone
Fourth Quarter 2025
Supplemental Information
32
Market Share Gains Continue to Drive Loan Growth
(1) Excludes leases, credit cards and loans HFS; loan yields exclude tax equivalent income adjustments; loan yields consider contractual floors for individual loans but exclude the impact of other loan interest rate derivative products
Fixed Rate Loan Maturities/Cash Flow ($ in millions)
5.12%
4.99%
4.94%
4.89%
4.82%
4.76%
FX Loan CFLWMat Rate
1Q262Q263Q264Q261Q272Q27
$0
$400
$800
$1,200
4.50%
4.80%
5.10%
5.40%
Loan Yields
Average Loan Growth and Yields ($ in millions)
$22,525
$22,848
$23,180
$22,986
$23,226
$23,849
$25,397
$27,021
$28,402
$29,634
$30,882
$31,530
$32,372
$33,042
$33,517
$34,082
$34,981
$36,042
$36,968
$37,693
$38,657
4Q20
1Q21
2Q21
3Q21
4Q21
1Q22
2Q22
3Q22
4Q22
1Q23
2Q23
3Q23
4Q23
1Q24
2Q24
3Q24
4Q24
1Q25
2Q25
3Q25
4Q25
$15,000
$20,000
$25,000
$30,000
$35,000
$40,000
3.00%
3.50%
4.00%
4.50%
5.00%
5.50%
6.00%
6.50%
7.00%
•Period-end loans increased 3% QoQ in 4Q25 compared to 2%
in 3Q25
•C&I growth remained strong at 5% QoQ compared to 4% in
3Q25; other loans, including commercial real estate loans,
increased 2% QoQ
•4Q25 loan origination rates remained well above current
portfolio yields
Highlights
Average LoansYield
33
Highlights
•Period-end deposits, excluding brokered, increased 3% QoQ
•Period-end noninterest-bearing deposits increased 1% QoQ
to 19% of total deposits
•Declining rate deposit betas continue to match levels seen
during rising rates while variable-rate loan beta improved
due to rate cut/repricing timing; negative fixed-rate loan
beta remains a positive NIM tailwind
Deposit Growth Remains a Key Focus
Sept. 30,
2025
EOP Rates
Sept. 30,
2025
% of Totals
Dec. 31,
2025
EOP Rates
Dec. 31,
2025
% of Totals
Noninterest bearing---20%---19%
Interest-bearing:
Rate sheet
0.77%13%0.64%12%
Negotiated
2.80%3%2.39%4%
Indexed
3.45%54%3.04%54%
CDs
3.70%10%3.63%11%
Total IBD
3.03%80%2.73%81%
Total Deposits
2.43%100%2.21%100%
Cumulative Betas
(EOP rate comparisons)
“Up Rate Cycle”
Dec. 31, 2021 - Sept. 18, 2024
“Down Rate Cycle”
Sept. 18, 2024 - Dec. 31, 2025
Fed funds effective rate, at EOP0.08% to 5.33%5.33% to 3.64%
Variable Rate Loans85%75%
Fixed Rate Loans15%(19)%
Total Loans59%42%
Int Checking, Savings, Money Market69%71%
Time Deposits75%44%
Total Interest-Bearing Deposits70%67%
Total Deposits56%53%
Average Deposit Growth ($ in millions)
$27,193
$27,621
$28,014
$28,740
$30,034
$31,539$31,484
$33,108
$34,177
$35,292
$36,356
$38,078
$38,516
$38,996
$39,454
$40,101
$41,682
$43,019
$44,234
$45,479
$46,658
Avg. DepositsCost of Deposits
4Q20
1Q21
2Q21
3Q21
4Q21
1Q22
2Q22
3Q22
4Q22
1Q23
2Q23
3Q23
4Q23
1Q24
2Q24
3Q24
4Q24
1Q25
2Q25
3Q25
4Q25
$10,000
$20,000
$30,000
$40,000
$50,000
—%
0.50%
1.00%
1.50%
2.00%
2.50%
3.00%
34
Loan Growth and Higher NIM Drive Strong NII Growth
Net Interest Income & Net Interest Margin ($ in millions)
NIINIM
4Q20
1Q21
2Q21
3Q21
4Q21
1Q22
2Q22
3Q22
4Q22
1Q23
2Q23
3Q23
4Q23
1Q24
2Q24
3Q24
4Q24
1Q25
2Q25
3Q25
4Q25
$175
$200
$225
$250
$275
$300
$325
$350
$375
$400
2.75%
3.00%
3.25%
3.50%
3.75%
Quarterly Average Securities ($ in millions)
Avg. SecuritiesYield
4Q20
1Q21
2Q21
3Q21
4Q21
1Q22
2Q22
3Q22
4Q22
1Q23
2Q23
3Q23
4Q23
1Q24
2Q24
3Q24
4Q24
1Q25
2Q25
3Q25
4Q25
$3,500
$4,000
$4,500
$5,000
$5,500
$6,000
$6,500
$7,000
$7,500
$8,000
$8,500
$9,000
$9,500
2.00%
2.25%
2.50%
2.75%
3.00%
3.25%
3.50%
3.75%
4.00%
4.25%
4.50%
4.75%
•Net interest income grew 3% QoQ on solid earning asset
growth and modest NIM expansion
•Net interest margin expanded 1 bp to 3.27%
Highlights
35
(1) Adjusted non-interest revenue is a non-GAAP financial measure that excludes gains and losses on sales of investment securities. Non-GAAP financial measures; see appendix for applicable reconciliations
Non-Interest Revenue Growth Remains Strong
($ in Thousands)4Q253Q254Q24
Linked-Quarter
Annualized
Growth %
Year-over-Year
Growth %
Service charges
$ 18,720 $ 18,290 $ 15,175 9%23%
Investment services
22,340 23,910 19,233 (26)%16%
Insurance commissions
3,142 4,016 2,900 (87)%8%
Gains on mortgage loans sold, net
1,347 1,828 2,344 (>100%)(43)%
Gains (losses) on sales of investment securities, net
(4,099) — 249 NM(>100%)
Trust fees
11,415 10,316 9,098 43%25%
Income from equity method investment (BHG)
31,297 40,614 12,070 (92)%>100%
Gains on sale of fixed assets 142 — 38
NM>100%
Other:
Interchange and other consumer fees 22,706 20,031 19,731
53%15%
Bank-owned life insurance 12,208 12,011 9,830
7%24%
Loan swap fees 2,397 2,544 3,112
(23)%(23)%
SBA loans sales 152 1,384 870
(>100%)(83)%
Income from other equity investments 4,210 4,401 4,737
(17)%(11)%
Other 8,792 8,593 12,158
9%(28)%
Total noninterest income$ 134,769 $ 147,938 $ 111,545
(36)%21%
Non-interest income/Average Assets 0.94 % 1.06 % 0.87 %
(45)%8%
Adjusted non-interest revenue
(1)
$ 138,868 $ 147,938 $ 111,296
(25)%25%
Adjusted non-interest revenue
(1)
/Total Avg. Assets 0.97 % 1.06 % 0.87 %
(34)%11%
•Wealth management fee categories collectively
increased 18% year over year
•Service charges jumped 9% from 3Q25 and 23%
year over year
•BHG-related income of $31MM was in line with
expectations communicated in October and grew
sharply year over year
Highlights
36
(1) Adjusted noninterest expense is a non-GAAP financial measure that excludes the impact of ORE expense (income), the FDIC special assessment and merger-related expenses; (2) Adjusted efficiency ratio is a non-GAAP financial measure that excludes the impact of ORE expense
(income), the FDIC special assessment, gains and losses on sales of investment securities and merger-related expenses. Non-GAAP financial measures; see appendix for applicable reconciliations
Non-Interest Expense Impacted by Hiring Model
($ in Thousands)4Q253Q254Q24
Linked-Quarter
Annualized Growth %
Year-over-Year
Growth %
`````` Salaries and commissions$ 118,333 $ 115,864 $ 105,265
9%12%
Cash and equity incentives 37,332 45,483 36,609
(72)%2%
Employee benefits and other 25,430 25,654 22,796
(3)%12%
Total personnel costs$ 181,095 $ 187,001 $ 164,670
(13)%10%
Equipment and occupancy
52,167 48,910 42,756 27%22%
Other real estate, net
346 146 58 >100%>100%
Marketing and other business development
12,011 7,902 8,168 >100%47%
Postage and supplies
3,269 3,401 3,178 (16)%3%
Amortization of intangibles
1,393 1,398 1,544 (1)%(10)%
Merger-related expenses
13,939 7,727 — >100%NM
Other noninterest expense:
Deposit related expense 9,796 18,721 16,015
>(100)%(39)%
Lending related expense 18,194 16,909 16,639
30%9%
Wealth management expense 1,060 1,039 880
8%20%
Other noninterest expense 9,386 9,985 7,989
(24)%17%
Total other noninterest expense$ 38,436 $ 46,654 $ 41,523
(70)%(7)%
Total noninterest expense$ 302,656 $ 303,139 $ 261,897
(1)%16%
Efficiency ratio 55.82 % 55.64 % 55.10 %
1%1%
Noninterest expense/Total average assets 2.12 % 2.18 % 2.04 %
(11)%4%
Adjusted non-interest expense
(1)
$ 295,871 $ 295,266 $ 261,839
1%13%
Adjusted efficiency ratio
(2)
54.16 % 54.20 % 55.11 %
0%(2)%
Adjusted non-interest expense
(1)
/Avg. assets 2.07 % 2.12 % 2.04 %
(9)%1%
Headcount (FTE) 3,709.0 3,657.5 3,565.5
6%4%
Highlights
•Personnel costs reflect the impact of increased headcount and merit
raises since January 1, 2025
•Cash incentives in 4Q25 reflect the resetting of estimated incentive
payouts for 2025. Cash incentive expense is adjusted each quarter
to reflect the anticipated payout percentage for the annual cash
incentive plan. In 4Q25, we accrued incentives at 125% of target.
•Merger-related charges incurred in 2H25 were $21.7MM
37
•NCOs were 0.28% in 4Q25
•63% of NCOs in 4Q25 were from a single
non-owner occupied CRE credit charge-
off totaling $16.9MM
•NPAs declined QoQ to 0.36% in 4Q25
Credit Performance Remains Healthy
NCOs/Average Loans
0.14%
0.17%0.17%
0.24%
0.28%
1Q21
2Q21
3Q21
4Q21
1Q22
2Q22
3Q22
4Q22
1Q23
2Q23
3Q23
4Q23
1Q24
2Q24
3Q24
4Q24
1Q25
2Q25
3Q25
4Q25
NPA/Loans & ORE
0.17%
0.16%
0.27%
0.42%
0.36%
1Q21
2Q21
3Q21
4Q21
1Q22
2Q22
3Q22
4Q22
1Q23
2Q23
3Q23
4Q23
1Q24
2Q24
3Q24
4Q24
1Q25
2Q25
3Q25
4Q25
Classified Asset Ratio
4.1%
2.4%
5.2%
3.8%
3.5%
1Q21
2Q21
3Q21
4Q21
1Q22
2Q22
3Q22
4Q22
1Q23
2Q23
3Q23
4Q23
1Q24
2Q24
3Q24
4Q24
1Q25
2Q25
3Q25
4Q25
Potential Problem Loans
0.47%
0.19%
0.39%
0.13%
0.11%
1Q21
2Q21
3Q21
4Q21
1Q22
2Q22
3Q22
4Q22
1Q23
2Q23
3Q23
4Q23
1Q24
2Q24
3Q24
4Q24
1Q25
2Q25
3Q25
4Q25
Past Dues as a % of Total Loans
0.09%
0.15%
0.23%
0.15%
0.14%
1Q21
2Q21
3Q21
4Q21
1Q22
2Q22
3Q22
4Q22
1Q23
2Q23
3Q23
4Q23
1Q24
2Q24
3Q24
4Q24
1Q25
2Q25
3Q25
4Q25
Highlights
38
PNFP CRE & Construction
NCO ($ in millions) and NCO %
$(0.3)$(0.3)
$(1.2)
$(0.1)
$(0.4)
$2.0
$1.1
$0.3
$12.6
$—
$0.1
$0.5
—%
(0.01)%
(0.03)%
(0.02)%(0.02)%
0.07%
0.05%
0.04%
0.11%
—%—%
0.01%
0.15%
NCO ($s)NCO %
Dec 22Mar 23Jun 23Sep 23Dec 23Mar 24Jun 24Sep 24Dec 24Mar 25Jun 25Sep 25Dec 25
$(5.0)
$—
$5.0
$10.0
$15.0
CRE Loan Portfolio
•Continued strong credit quality with minimal past due
accruing loans and 98.6% of portfolio graded pass
•Softness in investor demand for NOOCRE
(1)
loans due to
evolving market conditions continues to keep new
construction starts down
•Strong equity positions in the CRE portfolio help protect
against slower stabilization periods
Note: Values weighted by commitment; LTV = current commitment as of 12/31/25 divided by appraised value from origination or renewal; Metrics represent risk graded loans that cover approximately 98% of CRE & Construction Loans in the property types shown;
(1) NOOCRE = Non-owner-occupied commercial real estate
Key Property Metrics
PropertyAll PropertiesConstruction
TypesLTV %DSC RatioLTC %
Multifamily49.6%1.4764.0%
Warehouse51.4%1.6963.4%
Retail53.5%1.6468.5%
Prof. Office52.9%1.7164.3%
Hospitality49.3%2.0464.2%
PNFP CRE & Construction
Accruing PD, Classified, and Non-Accruals
0.01%0.01%0.01%0.01%0.01%0.01%0.01%0.01%0.01%
—%
0.01%
0.02%
0.01%
0.02%
0.01%
0.05%
0.23%
0.22%0.22%
0.16%
0.15%
0.12%
0.19%
0.18%
0.18%
0.12%
0.01%
—%—%
0.01%
0.13%
0.16%
0.12%0.12%
0.13%
0.20%
0.19%
0.18%
0.13%
Past Dues (Accruing)Classified LoansNon-Accrual
Dec 22Mar 23Jun 23Sep 23Dec 23Mar 24Jun 24Sep 24Dec 24Mar 25Jun 25Sep 25Dec 25
Highlights
39
NOOCRE/Construction
100/300 Ratio Trends
86%
84%
71%
58%
164%
175%
172%
163%
100% Ratio - Target <70%300% Ratio - Target <225%
2022202320242025
—%
50%
100%
150%
200%
250%
300%
CRE Loan Portfolio
•Over 91% of NOOCRE Portfolio is in Pinnacle’s
attractive Southeastern demographic markets
•Reduced construction and land development
loans as a percentage of total risk-based
capital to 58% in 4Q25
•Remain cautious on 1-4 single family
residential guidance lines while open to
strategic opportunities in Pinnacle’s newer
markets
•An elevated cost environment continues to
challenge projects’ return on cost and is
suppressing overall new development
pipelines from historical highs. An active
senior debt market combined with limited
number of new opportunities has resulted in a
highly competitive landscape
4Q25 NOOCRE & Construction Balances/Total Loans
9%
5%
5%
2%
2%
2%
1%
1%
Multifamily
Warehouse
Retail
Professional Office
1-4 Family
Hospitality
Sr. Housing &
Skilled Nursing
Medical
Office
—%
1%
2%
3%
4%
5%
6%
7%
8%
9%
10%
Highlights
40
4Q25 Multifamily Balances by Property Location
12%
11%
8%
8%
7%
5%
4%
4%
4%
3%
Charlotte
NC
Nashville
TN
Raleigh
NC
Atlanta
GA
Orlando
FL
Charleston
SC
Austin
TX
Knoxville
TN
Chattanooga
TN
Huntsville
AL
—%
2%
4%
6%
8%
10%
12%
14%
Multifamily Highlights (DRAFT)
(1) Balances include NOOCRE & Construction; (2) Balances include CRE & Construction
Multifamily Loan Portfolio Highlights
•95% is located within the PNFP footprint
•47% are MF Construction loans (by commitment):
oAverage number of units - 300 ($20MM+ Construction)
oTypically, 4 & 5-star, garden style apartments
oLocated in core urban and suburban Southeastern markets with limited
amount of central business district projects
•Maturities will create a downward draft on CRE balances. The fluctuation of the
10-Yr may slow down potential pay-offs but debt markets continue to be plentiful
with attractive refinance structures.
•$34.5MM past due balances; 98% of risk rated loans are pass
•18 loans at Dec. 31, 2025 with commitments greater than $40MM; Largest loan
balance at Dec. 31, 2025 was $52.6MM
Loan Size
(by Comm.)
Loan Count% of Balances
% of
Commitments
Loan Age
(Yrs)
Unit Count
(Avg)
Construction
Below $1MM30%0%0.736
$1MM - $5MM70%0%1.452
$5MM - $10MM31%1%2.1117
$10MM - $20MM133%5%1.7203
$20MM - $40MM5224%36%1.7284
Above $40MM54%5%2.4316
Construction Subtotal8332%47%1.7253
Term
Below $1MM1522%1%6.620
$1MM - $5MM664%3%5.064
$5MM - $10MM204%3%4.6183
$10MM - $20MM166%5%4.0161
$20MM - $40MM3935%28%4.0325
Above $40MM1317%13%3.6289
Term Subtotal30668%53%5.5151
Grand Total389100%100%4.7183
4Q25 Multifamily Balances by Maturity Year
7%
4%
14%
26%
50%
—%10%20%30%40%50%60%
After 2029
2029
2028
2027
2026
(2)
(1)
41
4Q25 Warehouse Balances by Property Location
10%
7%
6%
4%4%
3%
3%
3%
3%
3%
Charlotte
NC
Nashville
TN
Atlanta
GA
Asheville
NC
Spartanburg
SC
Baltimore
MD
Greensboro
NC
Winchester
VA
Indianapolis
IN
Cincinnati
OH
—%
2%
4%
6%
8%
10%
12%
Multifamily Highlights (DRAFT)
Warehouse Loan Portfolio Highlights
•Industrial production primarily focuses on construction opportunities with top-tier
development platforms
•Conservative loan basis exhibiting an average LTV of 51% and an average LTC of 63% for
construction
•Maturities will create a downward draft on CRE Balances. The fluctuation of the 10-Yr
may slow down potential pay-offs but debt markets continue to be plentiful with
attractive refinance structures.
•Disciplined underwriting using un-trended rents has offset the increased costs of
today’s higher rate environment
•$0 past due balances; 99.9% of risk rated loans are pass
•5 loans with commitments greater than $35MM at Dec. 31, 2025. Largest loan balance
was $52.3MM at Dec. 31, 2025
Loan Size
(by Comm.)
Loan
Count
% of Balances
% of
Commitments
Loan Age
(Yrs)
Square Feet
(Avg)
Construction
Below $1MM10%0%3.00
$1MM - $5MM111%1%1.492,251
$5MM - $10MM51%1%1.5138,477
$20MM227%12%0.9183,213
$35MM278%25%1.1417,112
Above $35MM10%1%0.5332,520
Construction Subtotal6718%40%1.1273,463
Term
Below $1MM1714%3%4.730,535
$1MM - $5MM12114%9%4.785,586
$5MM - $10MM2811%7%3.8141,642
$20MM1912%9%3.3221,370
$35MM2633%26%3.2516,764
Above $35MM49%6%4.1799,560
Term Subtotal36983%60%4.9131,943
Grand Total436100%100%4.3158,814
4Q25 Warehouse Balances by Maturity Year
11%
5%
15%
28%
40%
—%5%10%15%20%25%30%35%40%45%
After 2029
2029
2028
2027
2026
42
Multifamily Highlights (DRAFT)
•95% of Professional Office CRE properties are in the legacy PNFP footprint.
•The concentration in Nashville is primarily due to the participation in the Nashville Yards project
(approximately 13% of the 37%). The loan consists of 3 office towers; 2 are 100% leased to
investment grade tenants with favorable leases and the third is PNFP’s office and is 70% leased.
•Granular office portfolio that represents 2.4% of total loans
•Only 9 loans > $20MM
◦Average commitment of $32.4MM and average balance of $28.9MM
◦No spec construction, pre-leasing > 50%
•Remaining 464 loans have an average outstanding balance of $1.44MM
•LTV of 53%, LTC of 64%, Stabilized Occupancy of 90%
•$68.7MM past due balances; 97% of risk rated loans are pass
•4 loans with commitments greater than $35MM at Dec. 31, 2025. Largest office loan balance
was $44.MM at Dec. 31, 2025.
Professional Office Loan Portfolio Highlights
Loan Size
(by Comm.)
Loan Count% of Balances
% of
Commitments
Loan Age (Yrs)
Square Feet
(Avg)
Construction
Below $1MM20%0%7.397,014
$1MM - $5MM31%1%1.989,810
$5MM - $10MM11%1%2.30
$10MM - $20MM12%2%4.3551,103
$20MM - $35MM00%0%0.00
Above $35MM27%8%5.6573,114
Construction Subtotal910%11%4.2270,099
Term
Below $1MM31012%11%6.411,924
$1MM - $5MM11929%28%5.431,664
$5MM - $10MM1511%11%5.464,816
$10MM - $20MM1318%18%5.1132,046
$20MM - $35MM513%13%5.5469,101
Above $35MM28%9%5.8511,299
Term Subtotal46490%89%6.044,789
Grand Total473100%100%6.052,459
4Q25 Professional Office Balances by Property Location
37%
12%
6%
6%6%
5%
3%
3%
3%
2%
Nashville
TN
Raleigh
NC
Charlotte
NC
Durham
NC
Charleston
SC
Greenville
SC
Winston-
Salem
NC
Knoxville
TN
Seattle
WA
Greensboro
NC
—%
10%
20%
30%
40%
4Q25 Professional Office Balances by Maturity Year
16%
6%
25%
22%
31%
—%5%10%15%20%25%30%35%
After 2029
2029
2028
2027
2026
43
4Q25 Single-Tenant Office LTVs
LTV < 60%LTV 60% to 70%LTV 70% to 80%LTV ≥ 80%
—%
10.0%
20.0%
30.0%
40.0%
50.0%
4Q25 Multi-Tenant Office LTVs
LTV < 60%LTV 60% to 70%LTV 70% to 80%LTV ≥ 80%
—%
10.0%
20.0%
30.0%
40.0%
50.0%
60.0%
70.0%
80.0%
90.0%
Multifamily Highlights (DRAFT)
Professional Office Loan Portfolio Highlights
Avg Bal:
$2.5MM
Avg Bal:
$5.5MM
Avg Bal:
$4.0MM
Avg Bal:
$2.3MM
Avg Bal:
$2.1MM
Avg Bal:
$1.6MM
Avg Bal:
$3.6MM
Avg Bal:
$14.0MM
4Q25 Professional Office Portfolio by Type
5%
10%
30%
56%
Office CondoMixed Use OfficeSingle TenantMulti-Tenant
44
Net Charge-Offs by Loan Type
Annualized Net Loan Charge Offs by Loan Type
0.10%
0.15%
0.23%
0.21%
2022202320242025
CREConstructionC&IConsumer REConsumer and
other
Total
Net Charge Off
Rates
(0.20)%
—%
0.20%
0.40%
0.60%
0.80%
1.00%
1.20%
1.40%
1.60%
45
•BHG facilitates loans in as little as 3 days from application
to funding
•A truly diversified funding strategy creates ample liquidity
to fund loan originations through:
•BHG’s proprietary online auction platform
encompassing over 1,700 unique banks historically
•Programmatic sponsorship in the ABS market and
institutional whole loan sale relationships; Wall
Street continues to demand BHG product with
recurring ABS issuances dating back to 2020.
•BHG distinguishes itself by:
•Targeting borrowers through direct mail and other
sophisticated marketing techniques using a wide
range of proprietary marketing tools
•Underwriting applications through proprietary risk
models, combining both credit & behavioral data
points
BHG Financial Overview
2025 Earnings of $240MM ($51MM in 4Q25) Supported by Significant Origination Growth and Solid Credit Performance
Earnings Before Taxes ($ in Millions)
Origination Volume ($ in Billions)
Source: BHG Internal Data
$2.8
$4.2
$3.9
$3.7
$6.1
20212022202320242025
$—
$2.0
$4.0
$6.0
$8.0
$241
$295
$181
$130
$240
20212022202320242025
$—
$100
$200
$300
$400
46
Bank Auction Platform Rates
•Bank buy rates continued to decrease,
demonstrating confidence in BHG credit
•Auction platform spreads remain above
long-term averages, finishing at 10.8% for
4Q25, highest since 2022
•BHG continues to work with bank partners
to optimize risk/return dynamics and
facilitate attractive loan economics
BHG Credit Quality Continues to Impress
Sophisticated credit scoring models produce impressive results
BHG Produces Wide Spreads on Bank Auction and Balance Sheet Deals
Spreads Above 10% for Off Balance Sheet Bank Network Sales and On Balance Sheet Loans
Off Balance Sheet - Borrower Coupon and Bank Buy Rates
Blended Portfolio Yield On Balance Sheet & Related on Balance Sheet Funding Costs
On-Balance Sheet Rates
•Chart details blended rates for the entire
on-balance sheet portfolio at quarter end
•Approximately 90% of balance sheet loans
are fixed rate placements with locked in
spreads approximating 11.1% for 4Q25
Source: BHG Internal Data
17.0%
16.7%16.7%
16.4%
17.0%
17.3%17.3%
17.6%
17.2%
17.4%
17.9%17.9%
7.6%
8.0%
8.6%
8.8%
8.9%
8.6%
8.1%
7.9%
7.7%
7.6%7.6%
7.1%
Borrower Coupon on Loans Sold to BankBank Buy Rate
1Q232Q233Q234Q231Q242Q243Q244Q241Q252Q253Q254Q25
—%
3.0%
6.0%
9.0%
12.0%
15.0%
18.0%
15.4%
15.3%
15.5%
16.3%16.3%
15.9%
16.6%
16.8%
17.1%
17.2%
18.0%
17.6%
5.6%
5.9%
6.3%
6.6%
6.7%
6.4%
6.8%
6.6%
6.4%
6.5%
6.7%
6.5%
Loan Interest Income YieldBorrowing Rates
1Q232Q233Q234Q231Q242Q243Q244Q241Q252Q253Q254Q25
—%
3.0%
6.0%
9.0%
12.0%
15.0%
18.0%
47
•Committed corporate line of credit with multiple banks
•Multiple warehouse facilities with large banks to support short term financing, minimal utilization in recent history
•Private secured financing with asset managers and national banks
•Since 2020, BHG has regularly sponsored ABS transactions with competitive spread and successful execution
•BHG’s proprietary online auction platform encompassing over 1,700 unique Banks historically
•Multiple institutional investors acquire loans via the platform on a monthly basis
•Purchases are executed at premium pricing, reflecting strong demand and perceived credit quality
BHG Credit Quality Continues to Impress
Sophisticated credit scoring models produce impressive results
BHG Has Diverse, Growing Funding Channels
Proactive Management of Placement Channels Continues to Provide Flexibility to BHG’s Platform
Source: BHG Internal Data
Loan Sales
Community Bank Network
Securitization
Term Loan Financing
Bank Warehouses
Working Capital Line
Loan
Placement
Channels
Credit
Facilities
48
BHG Financials
$ in thousands4Q 20253Q 20252Q 2025
Interest Income$151,378$145,836$136,144
Interest Expense44,34843,02141,600
Provision for Loan Losses74,98893,22650,850
Net Interest Income After Provision for Loan
Losses
32,0429,58943,694
Gains on Loan Sales and Origination Fees147,698187,739113,601
Other Income6,40737,73620,392
Total Net Revenues186,147235,064177,687
Gross Revenues305,483371,311270,137
Salary and Benefits63,99168,18157,882
Marketing Expenses24,66319,15917,518
Portfolio Expenses11,58512,03312,075
Other Expenses34,75842,33038,788
Total Operating Expenses134,997141,703126,263
Net Earnings51,15093,36151,424
Profitability Statistics:
Earnings to Gross Revenue 16.74 % 25.14 % 19.04 %
Portfolio Mgmt Exp to Gross Revenues 42.86 % 39.93 % 38.69 %
Operating Expenses to Gross Revenue 40.40 % 34.92 % 42.27 %
$ in thousandsAt Dec 31, 2025At Sep 30, 2025At Jun 30, 2025
Cash and Cash Equivalents742,324714,889592,500
Loans and Held for Investments3,288,2133,000,8752,664,514
Allowance for Loan Losses(376,051)(336,132)(279,136)
Loans Held for Sale258,777313,917484,730
Premises and Equipment65,71566,36167,679
Other Assets284,936300,087294,386
Total Assets$4,263,914$4,059,997$3,824,673
Estimated Loan Substitutions & Prepayments708,780643,954624,392
Secured Borrowings2,501,9142,385,3752,083,777
Notes Payable275,000275,000375,000
Borrower Reimbursable Fee130,152137,248144,472
Other Liabilities208,000170,350176,690
Total Liabilities$3,823,846$3,611,928$3,404,331
Equity440,068448,069420,342
Total Liabilities and Stockholders Equity$4,263,914$4,059,997$3,824,673
Outstanding Loans purchased by Community Banks8,253,5068,134,9097,968,139
Soundness Statistics:
Cash to Assets 17.41 % 17.61 % 15.49 %
Equity to Assets 10.32 % 11.04 % 10.99 %
Est. loan subs & prepay as % of Loans at Other Banks 8.59 % 7.92 % 7.84 %
Allowance to Loans Held for Investment 11.44 % 11.20 % 10.48 %
Total Reserves against Total Outstanding 9.40 % 8.80 % 8.50 %
Source: BHG Internal Data, unaudited.
49
($ in thousands)4Q253Q254Q2420252024
Net income available to common shareholders$165,983$169,338$147,461$626,673$459,864
Subtract/add:
Investment securities (gains) losses, net4,099—(249)16,61171,854
ORE expense34614658687220
FDIC special assessment (7,500)——(7,500)7,250
Recognition of mortgage servicing asset ————(11,812)
Fees related to terminating agreement to resell securities previously purchased
and professional fees associated with capital optimization initiatives
————28,400
Merger-related expense
(1)
13,9397,727—21,666—
Tax effect of adjustments
(2)
(2,721)(1,968)48(7,866)(23,978)
Adjusted net income available to common shareholders$174,146$175,243$147,318$650,271$531,798
Weighted average common shares outstanding, diluted77,74677,31077,38577,68977,131
Net income per common share, diluted$2.13$2.19$1.91$8.07$5.96
Adjusted net income per common share, diluted$2.24$2.27$1.90$8.37$6.89
Amounts may not total due to rounding; (1) As of the balance sheet date, a determination had not been made regarding whether certain merger-related costs will be tax deductible or not; therefore, merger-related expense has been tax effected; (2) Assumed
marginal tax rate of 25% for 4Q25, 3Q25, 4Q24, 2025 and 2024
Non-GAAP Financial Measures
50
($ in thousands)4Q253Q254Q2420252024
Net interest income$407,435$396,865$363,790$1,548,261$1,365,590
Total non-interest revenue134,769147,938111,545506,590371,178
Total non-interest expense302,656303,139261,8971,167,7281,034,970
Pre-provision net revenue (PPNR)$239,548$241,664$213,438$887,123$701,798
Net interest income$407,435$396,865$363,790$1,548,261$1,365,590
Taxable equivalent adjustment17,15415,22112,05558,70647,680
TE net interest income424,589412,086375,8451,606,9671,413,270
Total non-interest revenue134,769147,938111,545506,590371,178
Total TE revenue559,358560,024487,3902,113,5571,784,448
Subtract: Investment securities (gains) losses, net4,099—(249)16,61171,854
Recognition of mortgage servicing asset————(11,812)
Adjusted total revenue (TE)$563,457$560,024$487,141$2,130,168$1,844,490
Total non-interest expense$302,656$303,139$261,897$1,167,728$1,034,970
Subtract: ORE expense34614658687220
FDIC special assessment(7,500)——(7,500)7,250
Fees related to terminating agreement to resell securities previously purchased and professional
fees associated with capital optimization initiatives
————28,400
Merger-related expense13,9397,727—21,666—
Adjusted non-interest expense$295,871$295,266$261,839$1,152,875$999,100
Adjusted revenue (TE)$563,457$560,024$487,141$2,130,168$1,844,490
Adjusted non-interest expense295,871295,266261,8391,152,875999,100
Adjusted PPNR$267,586$264,758$225,302$977,293$845,390
Amounts may not total due to rounding.
Non-GAAP Financial Measures, Continued
51
($ in thousands)4Q253Q252Q251Q254Q24
Net income$165,983$169,338$154,742$136,610$147,461
Investment securities (gains) losses, net4,099——12,512(249)
ORE expense3461461375858
FDIC special assessment(7,500)————
Merger-related expense
(1)
13,9397,727———
Tax effect of adjustments
(2)
(2,721)(1,968)(34)(3,143)48
Adjusted net income$174,146$175,243$154,844$146,037$147,318
Net income annualized$658,520$671,830$620,668$554,029$586,638
Adjusted net income annualized$690,905$695,258$621,078$592,261$586,069
Total average assets$56,705,549$55,213,879$53,824,500$52,525,831$51,166,643
Return on average assets (annualized)1.16%1.22%1.15%1.05%1.15%
Adjusted return on average assets (annualized)1.22%1.26%1.15%1.13%1.15%
Non-GAAP Financial Measures, Continued
Amounts may not total due to rounding; (1) As of the balance sheet date, a determination had not been made regarding whether certain merger-related costs will be tax deductible or not; therefore, merger-related expense has been tax effected; (2) Assumed
marginal tax rate of 25% for 4Q25, 3Q25,4Q24, 2025 and 2024
52
Non-GAAP Financial Measures, Continued
($ in thousands)20252024
Net income$626,673$459,864
Subtract/add:
Investment securities (gains) losses, net16,61171,854
ORE expense687220
FDIC special assessment(7,500)7,250
Recognition of mortgage servicing asset—(11,812)
Fees related to terminating agreement to resell securities previously purchased and professional fees associated with
capital optimization initiatives
—28,400
Merger-related expense
(1)
21,666—
Tax effect of adjustments
(2)
(7,866)(23,978)
Adjusted net income$650,271$531,798
Total average assets$54,580,662$49,446,853
Return on average assets1.15%0.93%
Adjusted return on average assets 1.19%1.08%
Amounts may not total due to rounding; (1) As of the balance sheet date, a determination had not been made regarding whether certain merger-related costs will be tax deductible or not; therefore, merger-related expense has been tax effected; (2) Assumed
marginal tax rate of 25% for 4Q25, 3Q25,4Q24, 2025 and 2024
53
Non-GAAP Financial Measures, Continued
($ in thousands)4Q253Q252Q251Q254Q24
Net income available to common shareholders$165,983$169,338$154,742$136,610$147,461
Investment securities (gains) losses, net4,099——12,512(249)
ORE expense3461461375858
FDIC special assessment(7,500)————
Merger-related expense
(1)
13,9397,727———
Tax effect of adjustments
(2)
(2,721)(1,968)(34)(3,143)48
Adjusted net income available to common shareholders$174,146$175,243$154,844$146,037$147,318
Adjusted net income available to common shareholders annualized$690,905$695,258$621,078$592,261$586,069
Total average shareholders' equity less preferred stock$6,749,871$6,504,443$6,384,536$6,298,778$6,188,741
Average goodwill1,848,9041,848,9041,849,2551,849,2601,846,998
Average other intangible assets, net23,55418,98520,15020,90523,054
Total average tangible shareholders' equity less preferred stock$4,877,413$4,636,554$4,515,131$4,428,613$4,318,689
Return on average common equity (annualized)9.76%10.33%9.72%8.80%9.48%
Adjusted return on average common equity (annualized)10.24%10.69%9.73%9.40%9.47%
Return on average tangible common equity (annualized)13.50%14.49%13.75%12.51%13.58%
Adjusted return on average tangible common equity (annualized)14.17%15.00%13.76%13.37%13.57%
Amounts may not total due to rounding; (1) As of the balance sheet date, a determination had not been made regarding whether certain merger-related costs will be tax deductible or not; therefore, merger-related expense has been tax effected; (2) Assumed
marginal tax rate of 25% for 4Q25, 3Q25,4Q24, 2025 and 2024
54
Non-GAAP Financial Measures, Continued
($ in thousands)20252024
Net income available to common shareholders$626,673$459,864
Investment securities (gains) losses, net16,61171,854
ORE expense687220
FDIC special assessment(7,500)7,250
Recognition of mortgage servicing asset—(11,812)
Fees related to terminating agreement to resell securities previously purchased and professional fees associated with
capital optimization initiatives
—28,400
Merger-related expense
(1)
21,666—
Tax effect of adjustments
(2)
(7,866)(23,978)
Adjusted net income available to common shareholders$650,271$531,798
Total average shareholders' equity less preferred stock$6,485,698$6,006,718
Average goodwill1,849,0791,846,979
Average other intangible assets, net20,90124,744
Total average tangible shareholders' equity less preferred stock$4,615,718$4,134,995
Return on average common equity9.66%7.66%
Adjusted return on average common equity10.03%8.85%
Return on average tangible common equity13.58%11.12%
Adjusted return on average tangible common equity14.09%12.86%
Amounts may not total due to rounding; (1) As of the balance sheet date, a determination had not been made regarding whether certain merger-related costs will be tax deductible or not; therefore, merger-related expense has been tax effected; (2) Assumed
marginal tax rate of 25% for 4Q25, 3Q25,4Q24, 2025 and 2024
55
Amounts may not total due to rounding.
Non-GAAP Financial Measures, Continued
($ in thousands)4Q253Q252Q251Q254Q2420252024
Total non-interest revenue$134,769$147,938$125,457$98,426$111,545$506,590$371,178
Investment securities (gains) losses, net4,099——12,512(249)16,61171,854
Mortgage servicing asset——————(11,812)
Adjusted non-interest revenue$138,868$147,938$125,457$110,938$111,296$523,201$431,220
56
Amounts may not total due to rounding.
Non-GAAP Financial Measures, Continued
($ in thousands)4Q253Q252Q251Q254Q24
Total non-interest expense$302,656$303,139$286,446$275,487$261,897
ORE expense3461461375858
FDIC special assessment(7,500)————
Merger-related expense13,9397,727———
Adjusted non-interest expense$295,871$295,266$286,309$275,429$261,839
Adjusted non-interest expense$295,871$295,266$286,309$275,429$261,839
Net interest income$407,435$396,865$379,533$364,428$363,790
Taxable equivalent (TE) adjustment17,15415,22113,81512,51612,055
Total non-interest revenue134,769147,938125,45798,426111,545
Total TE revenue$559,358$560,024$518,805$475,370$487,390
Investment securities (gains) losses, net4,099——12,512(249)
Adjusted total revenue (TE)$563,457$560,024$518,805$487,882$487,141
Efficiency ratio-(TE)54.11%54.13%55.21%57.95%53.73%
Adjusted tangible efficiency ratio52.51%52.72%55.19%56.45%53.75%
57
Amounts may not total due to rounding.
Non-GAAP Financial Measures, Continued
($ in thousands)20252024
Total non-interest revenue$506,590$371,178
Investment securities (gains) losses, net16,61171,854
Recognition of mortgage servicing asset—(11,812)
Adjusted non-interest revenue$523,201$431,220
Total non-interest expense$1,167,728$1,034,970
ORE expense687220
FDIC special assessment(7,500)7,250
Fees related to terminating agreement to resell securities previously purchased and professional fees
associated with capital optimization initiatives
—28,400
Merger-related expense21,666—
Adjusted non-interest expense$1,152,875$999,100
Adjusted non-interest expense$1,152,875$999,100
Net interest income1,548,2611,365,590
Taxable equivalent (TE) adjustment58,70647,680
Total non-interest revenue506,590371,178
Total TE revenue$2,113,557$1,784,448
Investment securities (gains) losses, net16,61171,854
Recognition of mortgage servicing asset—(11,812)
Adjusted total revenue (TE)$2,130,168$1,844,490
Efficiency ratio-(TE)55.25%58.00%
Adjusted tangible efficiency ratio54.12%54.17%
58
Amounts may not total due to rounding.
Non-GAAP Financial Measures, Continued
($ in thousands)4Q253Q252Q251Q254Q24
Total assets$57,706,053$55,963,549$54,801,451$54,254,804$52,589,449
Goodwill1,848,9041,848,9041,848,9041,849,2601,849,260
Other intangible assets, net29,71518,10819,50620,00721,423
Tangible assets$55,827,434$54,096,537$52,933,041$52,385,537$50,718,766
Total shareholders’ equity$7,043,715$6,856,192$6,637,237$6,543,142$6,431,881
Goodwill1,848,9041,848,9041,848,9041,849,2601,849,260
Other intangible assets, net29,71518,10819,50620,00721,423
Preferred Stock217,126217,126217,126217,126217,126
Tangible common equity$4,947,970$4,772,054$4,551,701$4,456,749$4,344,072
Total shareholders’ equity to total assets ratio12.21%12.25%12.11%12.06%12.23%
Tangible common equity ratio8.86%8.82%8.60%8.51%8.57%
Tangible common equity$4,947,970$4,772,054$4,551,701$4,456,749$4,344,072
Common shares outstanding77,66277,55877,54877,55477,242
Book value per common share$87.90$85.60$82.79$81.57$80.46
Tangible book value per common share$63.71$61.53$58.70$57.47$56.24
59
Reconciliation of Non-GAAP Financial Measures
Synovus Standalone
Fourth Quarter 2025
Supplemental Information
61
Credit Quality & Capital
Non-Interest Revenue
Non-Interest Expense
Synovus' Fourth Quarter 2025 Highlights
Net Interest Income
•Strong 4Q25 loan growth
was primarily attributable
to corporate and
investment banking,
specialty lending verticals
and middle market credits
•Core deposit
(1)
growth was
supported by public funds
and middle market
account seasonality
•NIM expansion was
supported by various
factors including continued
fixed-rate asset repricing
and the funding benefits of
core deposit growth
•QoQ broad-based growth
in wealth, core banking
and capital markets
supported non-interest
revenue growth
•$14 million incremental
taxes and penalty assessed
on $220 million BOLI
surrender; +$4 million
revenue equals ~3.5 year
payback period
•QoQ non-interest expense
growth was impacted by
an increase in incentives
and charitable donations
which more than offset a
FDIC special assessment
reversal
•NCOs were in line with
expectations
•~25% of 4Q25 NCOs were
from a $7.4 million aged
HELOC portfolio, which
includes a sale and charge-
off
•The majority of the NPL
increase was due to a
$38.6 million C&I credit
•Capital levels continued to
build in anticipation of the
closing of the merger;
CET1 Ratio
(2)
finished at all-
time high of 11.28%
(1) Excludes brokered; (2) 4Q25 capital ratios are preliminary
62
Credit Quality
Amounts may not total due to rounding; (1) Annualized.
174%185%200%249%207%
ACL to
NPLs:
Allowance for Credit Losses ($ in millions)
$539
$529
$514
$520
$529
4Q241Q252Q253Q254Q25
Allowance for Credit Losses Ratio
Allowance for Credit Losses
1.27%1.24%1.18%1.19%1.19%
$28
$21
$18
$15
$24
4Q241Q252Q253Q254Q25
Net Charge-Offs ($ in millions)
4.0%
3.8%
3.6%
3.4%
3.0%
4Q241Q252Q253Q254Q25
NPA and Criticized & Classified Loan Ratios
Net Charge-Off Ratio
(1)
Net Charge-Offs
NPAs/Loans+REO %
Criticized & Classified
Loans as a % of Total Loans
0.26%0.20%0.17%0.14%0.73%0.67%0.59%0.53%0.22%0.62%
•~25% of 4Q25 NCOs were from a $7.4 million aged
HELOC portfolio, which includes a sale and charge-off
•Linked quarter NPL increase primarily due to one C&I
credit totaling $38.6 million
Highlights
63
Risk Distribution ($ in millions)
Amounts may not total due to rounding.
$1,086
$1,333
$1,484
$1,527
$1,634
$1,590
$1,693
$1,683
$1,610
$1,566
$1,481
$1,341
2.5%
3.0%
3.4%
3.5%
3.8%
3.7%
3.9%
4.0%
3.8%
3.6%
3.4%
3.0%
Criticized and Classified Loans% of Total Loans
1Q232Q233Q234Q231Q242Q243Q244Q241Q252Q253Q254Q25
Portfolio Risk DistributionCriticized & Classified Loans
CompositionChange
Risk Category4Q253Q25
4Q25 vs.
3Q25
Passing Grades$43,284$42,272$1,013
Special Mention521650(129)
Substandard
Accruing
564622(58)
Non-Performing
Loans
25620947
Total Loans $44,626$43,753$872
64
Amounts may not total due to rounding. (1) Other factors include the addition to the ACL associated with the cessation of a third-party lending relationships and decline in that portfolio as well as the impact of dispositions, etc; (2) Upside
refers to November 2025 "S1" Upside 10th Percentile scenario; (3) Downside refers to Moody's November 2025 "S3" Downside 10th Percentile scenario; (4) Slow Growth refers to Moody's November 2025 "S5" Slow Growth; (5) Corresponds
to Moody's November 2025 Scenarios
ACL/Loans:
Economic Scenario Assumptions and Weightings
1.19%1.19%
$529
$520
$(15)
$7
$5
$13
$(1)
3Q25Economic
Conditions
Other
Qualitatives
PerformanceNet
Growth
Other4Q25
(1)
4Q25Change from2026
(5)
2027
(5)
ScenarioModel WeightingPrevious QuarterGDP UnemploymentGDP Unemployment
Consensus Baseline55%5%1.8%4.4%2.0%4.3%
Upside
(2)
10%(5)%3.3%3.8%2.6%3.9%
Downside
(3)
5%—%(1.2)%7.4%0.2%8.1%
Slow Growth
(4)
30%—%1.4%5.3%1.1%5.6%
Weighted Average1.7%4.8%1.7%4.8%
Allowance for Credit Losses
($ in millions)
65
•93% are income-producing properties
•Diversity among property types and geographies
•Industry Focused C&I
(1)
is well-diversified among multiple lines of
business
•C&I industry mix aligned with economic and demographic drivers
•SNCs total $5.8 billion, ~$595 million of which is agented by SNV
•Weighted average credit score of 796 and 785 for Home Equity and
Mortgage, respectively
•Weighted average LTV of 71% and 68% for Home Equity and
Mortgage, respectively
(2)
Consumer
Portfolio
$8.2 billion
CRE
Portfolio
$12.1 billion
C&I
Portfolio
$24.3 billion
4Q25 Portfolio CharacteristicsC&ICREConsumer
NPL Ratio0.62%0.32%0.80%
QTD Net Charge-off Ratio (annualized)0.12%0.18%0.54%
30+ Days Past Due Ratio0.10%0.02%0.42%
90+ Days Past Due Ratio0.01%0.00%0.02%
Amounts may not total due to rounding; (1) Industry Focused C&I is primarily comprised of our seniors housing portfolio, national accounts, structured lending (primarily lender finance) and insurance premium finance; (2) LTV is calculated
by dividing the most recent appraisal value (typically at origination) by the sum of the 12/31/2025 commitment amount and any existing senior lien
Loan Portfolio by Category
25%
24%
5%
9%
6%
4%
4%
3%
1%
16%
3%
Market Based C&I
Industry-Focused C&I
Other C&I
Multi-Family
Other CRE
Hotel
Office
Retail
Residential C&D & Land
Consumer Real Estate
Consumer Non-Real
Estate
Highly Diverse Loan Mix
66
Credit Indicator 4Q25
NPL Ratio0.62%
Net Charge-off Ratio (annualized)0.12%
30+ Days Past Due Ratio0.10%
90+ Days Past Due Ratio0.01%
Diverse Industry Exposure
4Q25 Total C&I Portfolio $24.3 billion
Amounts may not total due to rounding; (1) These segments are not two-digit NAICS industry divisions; Seniors Housing is a subset of NAICS 62 Health Care and Social Assistance, and lessors of R/E and R/E leasing together
comprise NAICS 53 Real Estate, Rental, and Leasing
C&I Loan Portfolio
23.9%
12.9%
7.1%
6.4%
5.9%
5.4%
5.1%
4.3%
4.1%
3.8%
3.6%
3.3%
3.1%
3.1%
2.2%
2.0%
1.9%
1.0%
.8%
Finance/Insurance
Senior Housing
Accom. & Food Svcs.
Lessors of R/E
Health Care
Manufacturing
Wholesale Trade
Retail Trade
Construction
Other Services
Prof., Scientific, Tech. Svcs.
Transport/Warehousing
R/E Leasing
All Other
Arts, Entertainment, & Rec.
Public Administration
Educational Svcs.
Ag, Forestry, Fishing
Admin., Support, Waste Mgmt.
(1)
(1)
(1)
•Approximately 95% of the C&I Portfolio is Collateralized
•Wholesale Bank (includes Market Based and Industry Focused Lines) represents 70% of
C&I balances
•Finance/Insurance predominantly represented by secured lender finance portfolio
◦0.00% NPL Ratio
◦0.00% Net Charge-Off Ratio (annualized)
◦0.09% 30+ Day Past Due Ratio
5%
15%
13%
7%
24%
37%
Owner-Occupied CRE
Inventory/Receivables
Insurance Premium Finance
Lender Finance
Other Collateral
Unsecured
67
Commercial Real Estate Loan Portfolio
Composition of 4Q25 CRE Portfolio
Total Portfolio $12.1 billion
Investment PropertiesLand, Development and Residential Properties
Portfolio
Characteristics
(as of December 31, 2025)
Office
Building
Multi-family
Shopping
Centers
Hotels
Other
Investment
Properties
WarehouseResidential Properties
(1)
Development & Land
Balance (in millions)$1,627$3,827$1,483$1,933$1,448$961$542$275
Weighted Average LTV
(2)(3)
56%53%55%52%52%52%NANA
NPL Ratio2.06%0.00%0.10%0.00%0.03%0.01%0.51%0.07%
Net Charge-off Ratio
(annualized)
1.06%0.00%0.00%0.00%0.11%0.00%0.12%0.74%
30+ Days Past Due Ratio0.03%0.01%0.00%0.00%0.02%0.00%0.21%0.19%
90+ Days Past Due Ratio0.00%0.00%0.00%0.00%0.00%0.00%0.00%0.00%
Investment Properties portfolio represent 93% of total CRE portfolio
◦The portfolio is well diversified among property types
CRE Credit Quality
◦0.32% NPL Ratio
◦0.18% Net Charge-Off Ratio (annualized)
◦0.02% 30+ Day Past Due Ratio
◦0.00% 90+ Day Past Due Ratio
Amounts may not total due to rounding; (1) Includes 1-4 Family Construction and 1-4 Family Perm/Mini-Perm (primarily rental homes); (2) LTV calculated by dividing most recent appraisal (typically at origination) on non-construction
component of portfolio by the 12/31/25 commitment amount and any senior lien; (3) Methodology for calculated LTV differs from LTV’s noted on other CRE slides
31.6%
16.0%
13.5%
12.0%
12.3%
7.9%
2.7%
2.3%
1.8%
Multi-Family
Hotels
Office Building
Other Investment Properties
Shopping Center
Warehouses
1-4 Family Perm/Mini-Perm
Land Acquisition & Dev.
1-4 Family Construction
68
Credit Indicator4Q25
NPL Ratio0.80%
Net Charge-off Ratio (annualized)0.54%
30+ Days Past Due Ratio0.42%
90+ Days Past Due Ratio0.02%
Total Consumer Portfolio $8.2 billion
Credit Indicator Home EquityMortgage
Weighted Average Credit Score of
4Q25 Originations
797768
Weighted Average Credit Score of
Total Portfolio
796785
Weighted Average LTV
(1)
71%68%
Weighted Average DTI
(2)
35%32%
Utilization Rate
40%N/A
Amounts may not total due to rounding; (1) LTV is calculated by dividing the most recent appraisal value (typically at origination) by the sum of the 12/31/2025 commitment amount and any existing senior lien; (2) Weighted Average
DTI of 4Q25 originations
Consumer Credit Quality
Consumer Loan Portfolio
•86% of Consumer portfolio is backed by
residential real estate
•Other Consumer includes secured and
unsecured products
•Average consumer card utilization rate is 23%
•Third-party HFI portfolio $614 million
63.3%
22.4%
7.5%
4.6%
2.3%
Consumer Mortgage
Home Equity
Third-Party HFI
Other Consumer
Credit Card
69
($ in millions; rates annualized)
December 20254Q253Q25
Avg. RateAvg. BalanceAvg. RateAvg. BalanceAvg. Rate
Non-interest-bearingN/A$11,420N/A$11,341N/A
Interest-bearing non-maturity (NMD)2.13%$27,1132.20%$26,6092.43%
Time3.37%$7,5663.37%$7,1483.39%
Brokered3.94%$5,0714.11%$5,0594.49%
Total interest-bearing2.59%$39,7502.66%$38,8162.88%
Total deposits2.02%$51,1702.07%$50,1572.23%
Total Average Deposit Costs
70
4Q253Q252Q251Q254Q24
Financial
Performance
Diluted EPS$1.22$1.33$1.48$1.30$1.25
Net interest margin
(1)
3.45%3.41%3.37%3.35%3.28%
Efficiency ratio-TE55.3856.5153.0353.8153.15
Adjusted tangible efficiency ratio
(2)
51.2951.8352.3153.2652.69
ROAA
(1)
1.181.301.461.321.25
Adjusted ROAA
(1)(2)
1.391.421.461.321.25
ROCE
(1)
12.6214.3616.7115.4814.75
ROTCE
(1)(2)
14.0916.1118.8117.5216.72
Adjusted ROTCE
(1)(2)
16.6617.6918.8217.5816.67
Balance Sheet
QoQ Growth
Total loans2%0%2%0%(1)%
Total deposits3%0%(2)%0%2%
Credit Quality
NPA ratio0.62%0.53%0.59%0.67%0.73%
NCO ratio
(1)
0.220.140.170.200.26
Capital
Common shares outstanding
(3)
138,894138,813138,782139,214141,166
Common Equity Tier 1 capital ratio11.28%11.22%10.96%10.77%10.84%
Tier 1 ratio12.36%12.33%12.06%11.89%11.96%
Leverage ratio10.12%10.02%9.86%9.56%9.55%
Tangible common equity ratio
(2)
8.147.967.557.267.02
(1) Annualized; (2) Non-GAAP financial measure; see applicable reconciliation; (3) In thousands; (4) Preliminary
(4)
Quarterly Highlights Trend
(4)
(4)
71
($ in thousands)4Q253Q254Q2420252024
Net income available to common shareholders$171,054$185,590$178,848$746,655$439,557
Restructuring charges (reversals)(338)(747)37(2,305)2,121
Valuation adjustment on GLOBALT earnout(719)—(719)(719)(719)
Valuation adjustment to Visa derivative2,9402,911—8,0518,700
(Gain) loss on early extinguishment of debt1,344——1,344—
Investment securities (gains) losses, net1,038(1,742)—(704)256,660
Merger-related expense
(1)
18,50423,757—42,261—
Tax on surrender of bank-owned life insurance policies14,227——14,227—
Tax effect of adjustments
(2)
(5,499)(5,839)165(11,575)(64,423)
Adjusted net income available to common shareholders
$202,551$203,930$178,331$797,235$641,896
Weighted average common shares outstanding, diluted139,733139,612142,694140,149144,998
Net income per common share, diluted$1.22$1.33$1.25$5.33$3.03
Adjusted net income per common share, diluted
$1.45$1.46$1.25$5.69$4.43
Amounts may not total due to rounding; (1) As of the balance sheet date, a determination had not been made regarding whether certain merger-related costs will be tax deductible or not; therefore, merger-related expense has been tax
effected; (2) Assumed marginal tax rate of 24.2% for 4Q24, 3Q25,4Q24, 2025 and 2024
Non-GAAP Financial Measures
72
($ in thousands)4Q253Q254Q2420252024
Net interest income$484,577$474,695$454,993$1,873,217$1,749,577
Total non-interest revenue145,094140,697125,587536,392239,604
Total non-interest expense(349,594)(348,729)(309,311)(1,322,058)(1,247,543)
Pre-provision net revenue (PPNR)$280,077$266,663$271,269$1,087,551$741,638
Net interest income$484,577$474,695$454,993$1,873,217$1,749,577
Taxable equivalent adjustment1,6321,7361,4306,6075,485
TE net interest income486,209476,431456,4231,879,8241,755,062
Total non-interest revenue145,094140,697125,587536,392239,604
Total TE revenue631,303617,128582,0102,416,2161,994,666
Valuation adjustment on Globalt earnout(719)—(719)(719)(719)
Investment securities (gains) losses, net1,038(1,742)—(704)256,660
Fair value adjustment on non-qualified deferred compensation(1,163)(2,592)(237)(6,214)(5,159)
Adjusted total revenue (TE)$630,459$612,794$581,054$2,408,579$2,245,448
Total non-interest expense$349,594$348,729$309,311$1,322,058$1,247,543
Restructuring (charges) reversals338747(37)2,305(2,121)
Gain (loss) on early extinguishment of debt(1,344)——(1,344)—
Fair value adjustment on non-qualified deferred compensation(1,163)(2,592)(237)(6,214)(5,159)
Merger-related expense(18,504)(23,757)—(42,261)—
Valuation adjustment to Visa derivative(2,940)(2,911)—(8,051)(8,700)
Adjusted non-interest expense$325,981$320,216$309,037$1,266,493$1,231,563
Adjusted revenue (TE)$630,459$612,794$581,054$2,408,579$2,245,448
Adjusted non-interest expense(325,981)(320,216)(309,037)(1,266,493)(1,231,563)
Adjusted PPNR$304,478$292,578$272,017$1,142,086$1,013,885
Amounts may not total due to rounding.
Non-GAAP Financial Measures, Continued
73
($ in thousands)4Q253Q252Q251Q254Q24
Net income$181,696$196,505$217,119$194,872$189,377
Restructuring charges (reversals)(338)(747)72(1,292)37
Valuation adjustment on GLOBALT earnout(719)———(719)
Valuation adjustment to Visa derivative2,9402,911—2,200—
(Gain) loss on early extinguishment of debt1,344————
Investment securities (gains) losses, net1,038(1,742)———
Merger-related expense
(1)
18,50423,757———
Tax on surrender of bank-owned life insurance policies14,227————
Tax effect of adjustments
(2)
(5,499)(5,839)(17)(219)165
Adjusted net income$213,193$214,845$217,174$195,561$188,860
Net income annualized$720,859$779,612$870,862$790,314$753,391
Adjusted net income annualized$845,820$852,374$871,083$793,109$751,334
Total average assets$60,839,497$60,085,552$59,577,113$59,876,546$60,174,616
Return on average assets (annualized)1.18%1.30%1.46%1.32%1.25%
Adjusted return on average assets (annualized)
1.39%1.42%1.46%1.32%1.25%
Amounts may not total due to rounding; (1) As of the balance sheet date, a determination had not been made regarding whether certain merger-related costs will be tax deductible or not; therefore, merger-related expense has been tax
effected; (2) Assumed marginal tax rate of 24.2% for 4Q25, 3Q25, 2Q25,1Q25, and 4Q24
Non-GAAP Financial Measures, Continued
74
($ in thousands)20252024
Net income$790,192$479,451
Restructuring charges (reversals)(2,305)2,121
Valuation adjustment to Visa derivative8,0518,700
Valuation adjustment on GLOBALT earnout(719)(719)
Loss (gain) on early extinguishment of debt1,344—
Investment securities losses (gains), net(704)256,660
Merger-related expense
(1)
42,261—
Tax on surrender of bank-owned life insurance policies14,227—
Tax effect of adjustments
(2)
(11,575)(64,423)
Adjusted net income$840,772$681,790
Total average assets$60,097,290$59,408,317
Return on average assets1.31%0.81%
Adjusted return on average assets 1.40%1.15%
Amounts may not total due to rounding; (1) As of the balance sheet date, a determination had not been made regarding whether certain merger-related costs will be tax deductible or not; therefore, merger-related expense has
been tax effected; (2) Assumed marginal tax rate of 24.2% for 2025 and 2024
Non-GAAP Financial Measures, Continued
75
($ in thousands)4Q253Q252Q251Q254Q24
Net income available to common shareholders$171,054$185,590$206,320$183,691$178,848
Restructuring charges (reversals)(338)(747)72(1,292)37
Valuation adjustment on GLOBALT earnout(719)———(719)
Loss (gain) on early extinguishment of debt1,344————
Valuation adjustment to Visa derivative2,9402,911—2,200—
Investment securities losses (gains), net1,038(1,742)———
Merger-related expense
(1)
18,50423,757———
Tax on surrender of bank-owned life insurance policies14,227————
Tax effect of adjustments
(2)
(5,499)(5,839)(17)(219)165
Adjusted net income available to common shareholders$202,551$203,930$206,375$184,380$178,331
Adjusted net income available to common shareholders annualized$803,599$809,070$827,768$747,763$709,447
Amortization of intangibles, tax effected, annualized7,9057,9077,9938,0828,715
Adjusted net income available to common shareholders excluding amortization of intangibles annualized$811,504$816,977$835,761$755,845$718,162
Net income available to common shareholders annualized$678,638$736,308$827,547$744,969$711,504
Amortization of intangibles, tax effected, annualized7,9057,9077,9938,0828,715
Net income available to common shareholders excluding amortization of intangibles annualized$686,543$744,215$835,540$753,051$720,219
Total average Synovus Financial Corp. shareholders' equity less preferred stock$5,377,147$5,127,084$4,952,297$4,812,279$4,824,003
Average goodwill(480,440)(480,440)(480,440)(480,440)(480,440)
Average other intangible assets, net(25,211)(27,665)(30,398)(32,966)(35,869)
Total average Synovus Financial Corp. tangible shareholders' equity less preferred stock$4,871,496$4,618,979$4,441,459$4,298,873$4,307,694
Return on average common equity (annualized)12.62%14.36%16.71%15.48%14.75%
Adjusted return on average common equity (annualized)14.94%15.78%16.71%15.54%14.71%
Return on average tangible common equity (annualized)14.09%16.11%18.81%17.52%16.72%
Adjusted return on average tangible common equity (annualized)16.66%17.69%18.82%17.58%16.67%
Amounts may not total due to rounding; (1) As of the balance sheet date, a determination had not been made regarding whether certain merger-related costs will be tax deductible or not; therefore, merger-related expense has
been tax effected; (2) Assumed marginal tax rate of 24.2% for 4Q25, 3Q25, 2Q25, 1Q25, and 4Q24
Non-GAAP Financial Measures, Continued
76
($ in thousands)20252024
Net income available to common shareholders$746,655$439,557
Restructuring charges (reversals)(2,305)2,121
Valuation adjustment to Visa derivative8,0518,700
Valuation adjustment on GLOBALT earnout(719)(719)
Loss (gain) on early extinguishment of debt1,344—
Investment securities losses (gains), net(704)256,660
Merger-related expense
(1)
42,261—
Tax on surrender of bank-owned life insurance policies14,227—
Tax effect of adjustments
(2)
(11,575)(64,423)
Adjusted net income available to common shareholders$797,235$641,896
Amortization of intangibles, tax effected$7,971$8,806
Adjusted net income available to common shareholders excluding amortization of intangibles $805,206$650,702
Net income available to common shareholders746,655439,557
Amortization of intangibles, tax effected7,971$8,806
Net income available to common shareholders excluding amortization of intangibles$754,626$448,363
Total average Synovus Financial Corp. shareholders' equity less preferred stock$5,068,914$4,629,343
Average goodwill(480,440)(480,555)
Average other intangible assets, net(29,035)(40,161)
Total average Synovus Financial Corp. tangible shareholders' equity less preferred stock$4,559,439$4,108,627
Return on average common equity14.73%9.50%
Adjusted return on average common equity15.73%13.87%
Return on average tangible common equity16.55%10.91%
Adjusted return on average tangible common equity17.66%15.84%
Amounts may not total due to rounding; (1) As of the balance sheet date, a determination had not been made regarding whether certain merger-related costs will be tax deductible or not; therefore, merger-related expense has been tax
effected; (2) Assumed marginal tax rate of 24.2% for 2025 and 2024
Non-GAAP Financial Measures, Continued
77
Total non-interest expense$349,594$348,729$315,701$308,034$309,311
Restructuring (charges) reversals338747(72)1,292(37)
Valuation adjustment to Visa derivative(2,940)(2,911)—(2,200)—
(Loss) gain on early extinguishment of debt(1,344)————
Fair value adjustment on non-qualified deferred compensation(1,163)(2,592)(3,275)816(237)
Merger-related expense(18,504)(23,757)———
Adjusted non-interest expense$325,981$320,216$312,354$307,942$309,037
Adjusted non-interest expense$325,981$320,216$312,354$307,942$309,037
Amortization of intangibles(2,627)(2,627)(2,627)(2,627)(2,888)
Adjusted tangible non-interest expense$323,354317,589309,727305,315306,149
Net interest income$484,577$474,695$459,561$454,384$454,993
Taxable equivalent (TE) adjustment1,6321,7361,6621,5771,430
Total non-interest revenue145,094140,697134,135116,466125,587
Total TE revenue$631,303$617,128$595,358$572,427$582,010
Investment securities (gains) losses, net1,038(1,742)———
Valuation adjustment on Globalt earnout(719)———(719)
Fair value adjustment on non-qualified deferred compensation(1,163)(2,592)(3,275)816(237)
Adjusted total revenue (TE)$630,459$612,794$592,083$573,243$581,054
Efficiency ratio-(TE)55.38%56.51%53.03%53.81%53.15%
Adjusted tangible efficiency ratio51.29%51.83%52.31%53.26%52.69%
Non-GAAP Financial Measures, Continued
Amounts may not total due to rounding
($ in thousands)
4Q253Q252Q251Q254Q24
Total non-interest revenue$145,094$140,697$134,135$116,466$125,587
Valuation adjustment on GLOBALT earnout(719)———(719)
Investment securities (gains) losses, net1,038(1,742)———
Fair value adjustment on non-qualified deferred compensation(1,163)(2,592)(3,275)816(237)
Adjusted non-interest revenue$144,250$136,363$130,860$117,282$124,631
78
($ in thousands)20252024
Total non-interest revenue$536,392$239,604
Valuation adjustment on GLOBALT earnout(719)(719)
Investment securities losses (gains), net(704)256,660
Fair value adjustment on non-qualified deferred compensation(6,214)(5,159)
Adjusted non-interest revenue$528,755$490,386
Total non-interest expense$1,322,058$1,247,543
Restructuring (charges) reversals2,305(2,121)
Valuation adjustment to Visa derivative(8,051)(8,700)
(Loss) gain on early extinguishment of debt(1,344)—
Fair value adjustment on non-qualified deferred compensation(6,214)(5,159)
Merger-related expense(42,261)—
Adjusted non-interest expense$1,266,493$1,231,563
Adjusted non-interest expense$1,266,493$1,231,563
Amortization of intangibles(10,510)(11,609)
Adjusted tangible non-interest expense$1,255,983$1,219,954
Net interest income1,873,2171,749,577
Tax equivalent adjustment6,6075,485
Total non-interest revenue536,392239,604
Total TE revenue$2,416,216$1,994,666
Valuation adjustment on GLOBALT earnout(719)(719)
Investment securities losses (gains), net(704)256,660
Fair value adjustment on non-qualified deferred compensation(6,214)(5,159)
Adjusted total revenue (TE)$2,408,579$2,245,448
Efficiency ratio-(TE)54.72%62.54%
Adjusted tangible efficiency ratio52.15%54.33%
Amounts may not total due to rounding.
Non-GAAP Financial Measures, Continued
79
($ in thousands)4Q253Q252Q251Q254Q24
Total assets$61,358,837$60,485,175$61,056,785$60,339,121$60,233,644
Goodwill(480,440)(480,440)(480,440)(480,440)(480,440)
Other intangible assets, net(23,809)(26,436)(29,063)(31,691)(34,318)
Tangible assets$60,854,588$59,978,299$60,547,282$59,826,990$59,718,886
Total Synovus Financial Corp. shareholders’ equity$5,993,167$5,818,737$5,617,686$5,390,751$5,244,557
Goodwill(480,440)(480,440)(480,440)(480,440)(480,440)
Other intangible assets, net(23,809)(26,436)(29,063)(31,691)(34,318)
Preferred Stock, no par value(537,145)(537,145)(537,145)(537,145)(537,145)
Tangible common equity$4,951,773$4,774,716$4,571,038$4,341,475$4,192,654
Total Synovus Financial Corp. shareholders’ equity to total assets ratio9.77%9.62%9.20%8.93%8.71%
Tangible common equity ratio8.14%7.96%7.55%7.26%7.02%
Tangible common equity
$4,951,773$4,774,716$4,571,038$4,341,475$4,192,654
Common shares outstanding138,894138,813138,782139,214141,166
Book value per common share$39.28$38.05$36.61$34.86$33.35
Tangible book value per common share$35.65$34.40$32.94$31.19$29.70
Amounts may not total due to rounding.
Non-GAAP Financial Measures, Continued
PNFP 4Q25 News Release
guidanceUploaded 4/9/2026by pdf-importType: press_releasePublished 12/15/2025
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FOR IMMEDIATE RELEASE
MEDIA:Joe Bass, 615-743-8219
INVESTOR RELATIONS:Jennifer Demba, 404-364-2715
WEBSITE: www.pnfp.com
PNFP REPORTS 4Q25 DILUTED EPS OF $2.13 AND ADJUSTED DILUTED EPS OF $2.24
Loans, core deposits, revenues and diluted EPS all up double-digit percentages year-over-year
ATLANTA, GA, January 21, 2026 - Pinnacle Financial Partners, Inc. (NYSE: PNFP) reported net income per diluted
common share of $2.13 for the quarter ended Dec. 31, 2025 for the business of legacy Pinnacle F...
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FOR IMMEDIATE RELEASE
MEDIA:Joe Bass, 615-743-8219
INVESTOR RELATIONS:Jennifer Demba, 404-364-2715
WEBSITE: www.pnfp.com
PNFP REPORTS 4Q25 DILUTED EPS OF $2.13 AND ADJUSTED DILUTED EPS OF $2.24
Loans, core deposits, revenues and diluted EPS all up double-digit percentages year-over-year
ATLANTA, GA, January 21, 2026 - Pinnacle Financial Partners, Inc. (NYSE: PNFP) reported net income per diluted
common share of $2.13 for the quarter ended Dec. 31, 2025 for the business of legacy Pinnacle Financial Partners, Inc., compared
to net income per diluted common share of $1.91 for the quarter ended Dec. 31, 2024, an increase of approximately 11.5 percent.
Net income per diluted common share was $8.07 for the year ended Dec. 31, 2025, compared to net income per diluted common
share of $5.96 for the year ended Dec. 31, 2024, an increase of approximately 35.4 percent.
After considering the adjustments noted in the table below, net income per diluted common share was $2.24 for the three
months ended Dec. 31, 2025, compared to $1.90 for the three months ended Dec. 31, 2024, an increase of 17.9 percent. Net
income per diluted common share, adjusted for the items noted in the table below, was $8.37 for the year ended Dec. 31, 2025,
compared to net income per diluted common share of $6.89 for the year ended Dec. 31, 2024, an increase of approximately 21.5
percent.
Three months ended Year ended
Dec. 31,
2025
Sept. 30,
2025
Dec. 31,
2024
Dec. 31,
2025
Dec. 31,
2024
Diluted earnings per common share$ 2.13 $ 2.19 $ 1.91 $ 8.07 $ 5.96
Adjustments, net of tax
(1)
:
Investment (gains) losses on sales of securities, net 0.04 — (0.01) 0.16 0.70
Recognition of mortgage servicing asset — — — — (0.12)
FDIC special assessment (0.07) — — — (0.07) 0.07
Fees related to terminating agreement to resell securities
previously purchased and professional fees associated with
capital optimization initiatives — — — — 0.28
Merger-related expenses 0.14 0.08 — 0.21 —
Diluted earnings per common share after adjustments$ 2.24 $ 2.27 $ 1.90 $ 8.37 $ 6.89
Numbers may not foot due to rounding.
(1)
: Adjustments include tax effect calculated using a marginal tax rate of 25.00 percent for all periods presented.
"One of the most important measures of success for our recent merger with Synovus is our ability to sustain outsized growth
momentum," said M. Terry Turner, Pinnacle's chairman and former chief executive officer. "Fourth quarter 2025 results are in
and speak for themselves, with double-digit growth in loans, client deposits, revenue and adjusted earnings per share year-over-
year. While much work was required to complete the merger so quickly, fourth quarter’s financial results actually represent
accelerated growth rates when compared to quarterly growth rates in the first and second quarters of 2025, immediately prior to
the deal announcement."
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PINNACLE AND SYNOVUS MERGER
The merger of Pinnacle Financial Partners, Inc. (which we may refer to as "legacy Pinnacle" and Synovus Financial
Corp. (which we may refer to as "Synovus" or "legacy Synovus") closed on January 1, 2026. The combination creates one of the
leading regional banks in the industry, positioned for accelerated growth by marrying the cultures of both banks with Pinnacle’s
proven recruiting model and incentive structures and Synovus’ deep talent and capabilities. Integration teams have been working
closely together to build the blueprint for Pinnacle’s future. While bankers continue to serve clients and recruit top talent with
little to no disruption, others will work behind the scenes to execute as seamless an integration effort as possible. Systems and
brand conversions are expected in March 2027. Throughout, the primary goal will be to enhance our client experience.
"Pinnacle and Synovus both delivered strong results in 2025, demonstrating our commitment to growth amid the pending
merger," said Pinnacle President and CEO Kevin Blair. "Legacy Pinnacle grew diluted EPS by 35% and adjusted diluted EPS by
22%, while legacy Synovus achieved increases of 76% and 28%, respectively. These outcomes reflect our team’s engagement,
client focus and dedication to delivering value for shareholders. This momentum positions us for continued success in 2026 and
strengthens our capacity to unify both organizations, building on similar legacies and shared values. Both firms prioritize client
service, with legacy Pinnacle earning the No. 1 Net Promoter Score in our footprint and legacy Synovus earning No. 3. Pinnacle’s
proven operating model remains the foundation of our growth, while Synovus brings extensive expertise, broad reach and
operational excellence. Together, we’ll build a bank that combines scale with a clear purpose."
PINNACLE'S BALANCE SHEET GROWTH AND LIQUIDITY:
Total assets at Dec. 31, 2025, were $57.7 billion, an increase of approximately $1.7 billion from Sept. 30, 2025, and $5.1
billion from Dec. 31, 2024, reflecting a linked-quarter annualized increase of 12.5 percent and a year-over-year increase of 9.7
percent. A further analysis of select balance sheet trends follows:
Loans$ 39,154,002 37,932,613 12.9% 35,485,776 10.3%
Securities 9,157,207 9,056,608 4.4% 8,381,268 9.3%
Other interest-earning assets 3,400,579 3,228,993 21.3% 3,377,381 0.7%
Total interest-earning assets$ 51,711,788 $ 50,218,214 11.9%$ 47,244,425 9.5%
Core deposits:
Noninterest-bearing deposits$ 9,046,666 $ 8,952,978 4.2%$ 8,170,448 10.7%
Interest-bearing core deposits
(1)
32,880,864 31,860,709 12.8% 29,876,456 10.1%
Noncore deposits and other funding
(2)
7,990,472 7,442,496 29.5% 7,326,287 9.1%
Total funding $ 49,918,002 $ 48,256,183 13.8%$ 45,373,191 10.0%
Balances at
Linked-
Quarter
Annualized
% Change
Balances at
Year-over-
Year
% Change(dollars in thousands)
Dec. 31,
2025
Sept. 30,
2025
Dec. 31,
2024
(1)
: Interest-bearing core deposits are interest-bearing deposits, money market accounts and time deposits less than $250,000 including reciprocating time and
money market deposits.
(2)
: Noncore deposits and other funding consists of time deposits greater than $250,000, securities sold under agreements to repurchase, public funds,
brokered deposits, FHLB advances and subordinated debt.
"We are very pleased with loan growth for the fourth quarter and the momentum we have as a combined firm," said Turner.
"Our fourth quarter loan growth of $1.2 billion came in stronger than we anticipated which contributed to the additional provision
expense for the quarter. For 2026, we have a lot of opportunities to sustain our strong loan growth. Our growing interest in
2
commercial real estate projects and, as a combined firm, our push to expand our lending verticals across our expanded footprint
will both serve to support our loan growth goals..
"Year-end 2025 results for deposits also exceeded our expectations with year-over-year core deposits up by 10.2 percent,
which was more than the growth range we previously anticipated. Importantly, highly-valued noninterest bearing deposits
increased by 10.7 percent in 2025. Again, this has much to do with the success of our treasury management and specialty deposit
professionals finishing the year with great momentum which we fully expect to carry well into 2026."
PINNACLE'S PRE-TAX, PRE-PROVISION NET REVENUE (PPNR) GROWTH AND PROFITABILITY:
Pre-tax, pre-provision net revenues (PPNR) for the quarter and year ended Dec. 31, 2025 were $239.5 million and $887.1
million, respectively, compared to $213.4 million and $701.8 million, respectively, recognized in the quarter and year ended Dec.
31, 2024. As noted in the table below, adjusted PPNR for the quarter and year ended Dec. 31, 2025, were $250.4 million and
$918.6 million, respectively, compared to $213.2 million and $797.7 million, respectively, recognized in the quarter and year
ended Dec. 31, 2024, an increase of 17.4 percent and 15.2 percent.
Revenues:
Net interest income$ 407,435 $ 363,790 12.0 %$ 1,548,261 $ 1,365,590 13.4 %
Noninterest income 134,769 111,545 20.8 % 506,590 371,178 36.5 %
Total revenues 542,204 475,335 14.1 % 2,054,851 1,736,768 18.3 %
Noninterest expense 302,656 261,897 15.6 % 1,167,728 1,034,970 12.8 %
Pre-tax, pre-provision net revenue 239,548 213,438 12.2 % 887,123 701,798 26.4 %
Adjustments:
Investment (gains) losses on sales of securities, net 4,099 (249) >100.0% 16,611 71,854 (76.9) %
Recognition of mortgage servicing asset — — NA — (11,812) (100.0) %
ORE expense 346 58 >100.0% 687 220 >100.0%
FDIC special assessment (7,500) — (100.0) % (7,500) 7,250 >(100.0%)
Fees related to terminating agreement to resell
securities previously purchased and professional
fees associated with capital optimization initiatives — — NA — 28,400 (100.0) %
Merger-related expenses 13,939 — 100.0 % 21,666 — 100.0 %
Adjusted pre-tax, pre-provision net revenue$ 250,432 $ 213,247 17.4 %$ 918,587 $ 797,710 15.2 %
Three months ended Year ended
December 31,December 31,
(dollars in thousands)20252024 % change20252024% change
Three months endedYear ended
Dec. 31, 2025Sept. 30, 2025Dec. 31, 2024Dec. 31, 2025Dec. 31, 2024
Net interest margin 3.27 % 3.26 % 3.22 % 3.24 % 3.16 %
Efficiency ratio 55.82 % 55.64 % 55.10 % 56.83 % 59.59 %
Return on average assets
(1)
1.16 % 1.22 % 1.15 % 1.15 % 0.93 %
Return on average tangible common equity (TCE)
(1)
13.50 % 14.49 % 13.58 % 13.58 % 11.12 %
Average loan to deposit ratio 82.85 % 82.88 % 83.92 % 83.26 % 84.64 %
Net interest income for the fourth quarter of 2025 was $407.4 million, compared to $363.8 million for the fourth quarter of
2024, a year-over-year growth rate of 12.0 percent. Net interest margin was 3.27 percent for the fourth quarter of 2025, compared
to 3.22 percent for the fourth quarter of 2024.
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Total revenues for the fourth quarter of 2025 were $542.2 million, compared to $475.3 million for the fourth quarter of 2024,
a year-over-year increase of 14.1 percent.
Three months ended
Linked-quarter
Annualized %
Change
Three months ended
Yr-over-Yr
% Change(dollars in thousands)Dec. 31, 2025Sept. 30, 2025Dec. 31, 2024
Net interest income$ 407,435 $ 396,865 10.7 %$ 363,790 12.0 %
Noninterest income 134,769 147,938 (35.6) % 111,545 20.8 %
Total revenues$ 542,204 $ 544,803 (1.9) %$ 475,335 14.1 %
•Wealth management revenues, which include investment, trust and insurance services, were $36.9 million for the
fourth quarter of 2025, compared to $31.2 million for the fourth quarter of 2024, a year-over-year increase of 18.1
percent. The increase in wealth management revenues is primarily attributable to an increase in capacity. Pinnacle
continues to hire more wealth-management revenue producers across the firm, particularly in the areas of the firm's
most recent market expansions, further showcasing the power of its differentiated model in markets where we have not
previously operated.
•Income from the firm's investment in Banker's Healthcare Group ("BHG") was $31.3 million for the fourth quarter of
2025, compared to $12.1 million for the fourth quarter of 2024, a sharp year-over-year increase.
◦BHG's loan originations were $1.7 billion in the fourth quarter of 2025, compared to $1.7 billion in the third
quarter of 2025 and $1.2 billion in the fourth quarter of 2024.
◦Loans sold to BHG's community bank partners were approximately $529 million in the fourth quarter of
2025, compared to $561 million in the third quarter of 2025 and $505 million in the fourth quarter of 2024.
◦BHG reserves for on-balance sheet loan losses were $376 million, or 11.4 percent of loans held for
investment at Dec. 31, 2025, compared to 11.2 percent at Sept. 30, 2025, and 9.3 percent at Dec. 31, 2024.
◦At Dec. 31, 2025, BHG increased its accrual for estimated losses attributable to loan substitutions and
prepayments to $709 million, or 8.6 percent of the unpaid balances on loans that were previously purchased
by BHG's community bank network, compared to 7.9 percent at Sept. 30, 2025 and 7.1 percent at Dec. 31,
2024.
•Noninterest income categories, other than those specifically noted above, contributed $66.6 million for the quarter
ended Dec. 31, 2025, a decrease of $1.7 million from the fourth quarter of 2024.
Noninterest expense for the fourth quarter of 2025 was $302.7 million, compared to $261.9 million for the fourth quarter of
2024. As noted in the table below, adjusted noninterest expense for the fourth quarter of 2025 was $295.9 million, compared to
$261.8 million in the prior year.
Three months ended
Linked-quarter
Annualized
% Change
Three months ended
Yr-over-yr
% Change
(dollars in thousands)
Dec. 31, 2025Sept. 30, 2025Dec. 31, 2024
Noninterest expense $ 302,656 $ 303,139 (0.6) %$ 261,897 15.6 %
Less:
ORE expense 346 146 >100.0% 58 >100.0%
FDIC special assessment (7,500) — (100.0) % — (100.0) %
Merger-related expenses 13,939 7,727 >100.0% — 100.0 %
Adjusted noninterest expense$ 295,871 $ 295,266 0.8 %$ 261,839 13.0 %
•Salaries and employee benefits were $181.1 million in the fourth quarter of 2025, compared to $164.7 million in the
fourth quarter of 2024, reflecting a year-over-year increase of 10.0 percent.
4
◦Cash incentive costs in the fourth quarter of 2025 totaling $26.2 million were approximately $8.3 million
lower than the third quarter of 2025. The fourth quarter 2025 accrual assumed a 125 percent of target payout
for 2025, reflecting excellent performance for the year.
•Equipment and occupancy costs were $52.2 million in the fourth quarter of 2025, compared to $42.8 million in the
fourth quarter of 2024, resulting in a year-over-year increase of 22.0 percent. This increase was primarily attributable
to the opening of new full-service locations during 2025 and the relocation of the corporate headquarters to a new
office during the first quarter of 2025.
•Merger-related expenses for the year ended Dec. 31, 2025 were $21.7 million and represent costs associated with our
merger with Synovus, which closed on January 1, 2026.
"Revenue growth in the fourth quarter was exceptional and provides further evidence that we are active in our markets, while
our leadership was also diligently working to advance a successful merger with Synovus," Turner said. "Net interest income for
2025 was up a solid 13.4 percent over the prior year, well within the range we discussed at the end of last quarter. As anticipated,
our net interest margin expanded in the fourth quarter to 3.27 percent, up from the 3.26 percent last quarter. Noninterest income in
2025 was up a phenomenal 36.5 percent over last year. Noninterest income, excluding the impact of investment securities net
losses and the recognition of a mortgage servicing asset in 2024, was up 21.3 percent from last year, again, well within the range
we discussed last quarter as significant contributions from wealth, treasury management, BHG and our other fee businesses
contributed greatly to our 2025 success.
"As to noninterest expense, excluding the reversal of the FDIC special assessment, merger-related costs and ORE expenses,
our 2025 noninterest expense ended the year at $1.153 billion, which was within the range we discussed last quarter. Also, as
expected, the final results for our 2025 associate cash incentives ended the year at 125 percent of target which warranted a
maximum award to our team members."
PINNACLE'S CAPITAL AND SOUNDNESS:
As of
Dec. 31, 2025Sept. 30, 2025Dec. 31, 2024
Shareholders' equity to total assets 12.2 % 12.3 % 12.2 %
Tangible common equity to tangible assets 8.9 % 8.8 % 8.6 %
Book value per common share$ 87.90 $ 85.60 $ 80.46
Tangible book value per common share$ 63.71 $ 61.53 $ 56.24
Annualized net loan charge-offs to avg. loans
(1)
0.28 % 0.18 % 0.24 %
Nonperforming assets to total loans, ORE and other nonperforming assets (NPAs) 0.36 % 0.41 % 0.42 %
Classified asset ratio (Pinnacle Bank)
(2)
3.52 % 4.16 % 3.79 %
Construction and land development loans as a percentage of total capital
(3)
57.70 % 59.60 % 70.50 %
Construction and land development, non-owner occupied commercial real estate and
multi-family loans as a percentage of total capital
(3)
221.10 % 218.10 % 242.20 %
Allowance for credit losses (ACL) to total loans 1.13 % 1.15 % 1.17 %
(1)
: Annualized net loan charge-offs to average loans ratios are computed by annualizing quarterly net loan charge-offs and dividing the result by
average loans for the quarter.
(2)
: Classified assets as a percentage of Tier 1 capital plus allowance for credit losses.
(3):
Calculated using the same guidelines as are used in the Federal Financial Institutions Examination Council's Uniform Bank Performance Report.
"Fourth quarter soundness metrics all remain strong," Turner said. "During the quarter, we determined the need to charge off
a nonperforming commercial real estate loan for approximately $16.9 million, of which approximately $10.0 million had been
carried in our allowance for loan losses since the first quarter of 2024. This resulted in increased charge-offs in relation to average
5
loans, as well as increased provision expense. However, we are also reporting decreases in nonperforming loans, as well as a
slight reduction in our allowance for loan losses in relation to total loans.
"Our tangible equity ratio increased to 8.9 percent at Dec. 31, 2025 while our common equity tier one risk-based capital ratio
stood at 10.9 percent, up slightly over the course of 2025. Another metric that we remain very proud of is our tangible book value
per share which stood at $63.71 per share at Dec. 31, 2025, an increase of 13.3 percent over last year’s result."
WEBCAST AND CONFERENCE CALL INFORMATION
Pinnacle will host a webcast and conference call at 8:30 a.m. ET on January 22, 2026, to discuss legacy Pinnacle's and legacy
Synovus' fourth quarter 2025 results and other matters. To access the call for audio only, please call 1-888-506-0062. For the
presentation and streaming audio, please access the webcast on the investor relations page of Pinnacle's website at
investors.pnfp.com.
Pinnacle Financial Partners, Inc. (“Pinnacle”) is a regional bank which provides a full range of banking, investment, trust,
mortgage and insurance products and services for commercial and consumer clients who want a comprehensive relationship with
their financial institution. The firm joined forces with Synovus in 2026, bringing together more than 160 years of combined
banking service. Pinnacle is the largest bank headquartered in Tennessee and the largest bank holding company headquartered in
Georgia. The firm is No. 1 in deposit market share in the Nashville MSA and No. 4 in the Atlanta MSA with offices in Tennessee,
Georgia, Florida, North Carolina, South Carolina, Alabama, Kentucky, Virginia and Maryland (based on June 30, 2025 FDIC
market share data).
Pinnacle is an employer of choice for financial services professionals. The firm is No. 9 in FORTUNE magazine’s 2025 list
of 100 Best Companies to Work For® in the U.S., its ninth consecutive appearance. Pinnacle was also recognized by American
Banker as No. 4 among America’s Best Banks to Work For in 2025, its 13th consecutive year on the list, and No. 1 among banks
with more than $10 billion in assets.
FORWARD LOOKING STATEMENTS
This press release and certain of our other filings with the Securities and Exchange Commission contain statements that constitute
“forward-looking statements” within the meaning of, and subject to the protections of, Section 27A of the Securities Act of 1933,
as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of
historical fact are forward-looking statements. You can identify these forward-looking statements through Pinnacle's use of words
such as “believes,” “anticipates,” “expects,” “may,” “will,” “assumes,” “should,” “predicts,” “could,” “would,” “intends,”
“targets,” “estimates,” “projects,” “plans,” “potential” and other similar words and expressions of the future or otherwise
regarding the outlook for Pinnacle's future business and financial performance and/or the performance of the banking industry and
economy in general. These forward-looking statements include, among others, our expectations regarding the anticipated benefits
and risks related to the recently-completed business combination with Synovus Financial Corp., our future operating and financial
performance; expectations on our intended strategies, initiatives, and other operational and execution goals; expectations on credit
quality and performance; and the assumptions underlying our expectations. Prospective investors are cautioned that any such
forward-looking statements are not guarantees of future performance and involve known and unknown risks and uncertainties
which may cause the actual results, performance or achievements of Pinnacle to be materially different from the future results,
performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements are based on
the information known to, and current beliefs and expectations of, Pinnacle's management and are subject to significant risks and
uncertainties. Actual results may differ materially from those contemplated by such forward-looking statements. A number of
factors could cause actual results to differ materially from those contemplated by the forward-looking statements in this press
release. Many of these factors are beyond Pinnacle's ability to control or predict.
These forward-looking statements are based upon information presently known to management and are inherently subjective,
uncertain and subject to change due to any number of risks and uncertainties, including, without limitation, the risks and other
factors set forth in Pinnacle's filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K
for the year ended December 31, 2024, under the captions “Cautionary Notice Regarding Forward-Looking Statements” and
6
“Risk Factors” and in Pinnacle's quarterly reports on Form 10-Q, current reports on Form 8-K and other filings and reports filed
with the Securities and Exchange Commission. We believe these forward-looking statements are reasonable; however, undue
reliance should not be placed on any forward-looking statements, which are based on current expectations and speak only as of
the date that they are made. We do not assume any obligation to update any forward-looking statements as a result of new
information, future developments or otherwise, except as otherwise may be required by law.
NON-GAAP FINANCIAL MEASURES
This release contains certain non-GAAP financial measures, including, without limitation, total revenues, net income to common
shareholders, earnings per diluted common share, revenue per diluted common share, PPNR, efficiency ratio, noninterest expense,
noninterest income and the ratio of noninterest expense to average assets, excluding in certain instances the impact of expenses
related to other real estate owned, gains or losses on sale of investment securities, charges related to the FDIC special assessment,
income associated with the recognition of a mortgage servicing asset in the first quarter of 2024, fees related to terminating an
agreement to resell securities previously purchased and professional fees associated with capital optimization initiatives in the
second quarter of 2024, merger-related expenses incurred in connection with our combination with Synovus and other matters for
the accounting periods presented. This release may also contain certain other non-GAAP capital ratios and performance measures
that exclude the impact of goodwill and core deposit intangibles associated with Pinnacle's acquisitions of BNC, Avenue Bank,
Magna Bank, CapitalMark Bank & Trust, Mid-America Bancshares, Inc., Cavalry Bancorp, Inc. and other acquisitions which
collectively are less material to the non-GAAP measure as well as the impact of Pinnacle's Series B Preferred Stock. The
presentation of the non-GAAP financial information is not intended to be considered in isolation or as a substitute for any
measure prepared in accordance with GAAP. Because non-GAAP financial measures presented in this release are not
measurements determined in accordance with GAAP and are susceptible to varying calculations, these non-GAAP financial
measures, as presented, may not be comparable to other similarly titled measures presented by other companies.
Pinnacle believes that these non-GAAP financial measures facilitate making period-to-period comparisons and are meaningful
indications of its operating performance. In addition, because intangible assets such as goodwill and the core deposit intangible,
and the other items excluded each vary extensively from company to company, Pinnacle believes that the presentation of this
information allows investors to more easily compare Pinnacle's results to the results of other companies. Pinnacle's management
utilizes this non-GAAP financial information to compare Pinnacle's operating performance for 2025 versus certain periods in
2024 and to internally prepared projections.
7
PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS – UNAUDITED
(dollars in thousands, except for share and per share data)
Dec. 31, 2025Sept. 30, 2025Dec. 31, 2024
ASSETS
Cash and noninterest-bearing due from banks$ 358,258 $ 295,133 $ 320,320
Restricted cash 91,174 128,830 93,645
Interest-bearing due from banks 3,115,650 2,841,647 3,021,960
Cash and cash equivalents 3,565,082 3,265,610 3,435,925
Securities purchased with agreement to resell 96,395 83,120 66,449
Securities available-for-sale, at fair value 6,566,683 6,411,806 5,582,369
Securities held-to-maturity (fair value of $2.4 billion, $2.4 billion and $2.6 billion, net of
allowance for credit losses of $1.7 million, $1.7 million, and $1.7 million at Dec. 31, 2025,
Sept. 30, 2025 and Dec. 31, 2024, respectively)
2,590,524 2,644,802 2,798,899
Consumer loans held-for-sale 91,713 163,129 175,627
Commercial loans held-for-sale 5,647 12,267 19,700
Loans 39,154,002 37,932,613 35,485,776
Less allowance for credit losses (441,540) (434,450) (414,494)
Loans, net 38,712,462 37,498,163 35,071,282
Premises and equipment, net 339,990 337,552 311,277
Equity method investment 391,946 389,109 436,707
Accrued interest receivable 219,761 218,647 214,080
Goodwill 1,848,904 1,848,904 1,849,260
Core deposits and other intangible assets 29,715 18,108 21,423
Other real estate owned 8,053 5,129 1,278
Other assets 3,239,178 3,067,203 2,605,173
Total assets$ 57,706,053 $ 55,963,549 $ 52,589,449
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits:
Noninterest-bearing$ 9,046,666 $ 8,952,978 $ 8,170,448
Interest-bearing 15,649,061 15,031,854 14,125,194
Savings and money market accounts 17,627,689 17,097,698 16,197,397
Time 5,073,106 4,644,594 4,349,953
Total deposits 47,396,522 45,727,124 42,842,992
Securities sold under agreements to repurchase 316,447 325,573 230,244
Federal Home Loan Bank advances 1,778,329 1,777,003 1,874,134
Subordinated debt and other borrowings 426,704 426,483 425,821
Accrued interest payable 48,250 48,484 55,619
Other liabilities 696,086 802,690 728,758
Total liabilities 50,662,338 49,107,357 46,157,568
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 Dec. 31, 2025, Sept. 30, 2025 and Dec. 31, 2024, respectively
217,126 217,126 217,126
Common stock, par value $1.00; 180.0 million shares authorized; 77.7 million, 77.6 million
and 77.2 million shares issued and outstanding at Dec. 31, 2025, Sept. 30, 2025 and Dec. 31,
2024, respectively
77,662 77,558 77,242
Additional paid-in capital 3,144,104 3,141,416 3,129,680
Retained earnings 3,727,788 3,579,862 3,175,777
Accumulated other comprehensive loss, net of taxes (122,965) (159,770) (167,944)
Total shareholders' equity 7,043,715 6,856,192 6,431,881
Total liabilities and shareholders' equity$ 57,706,053 $ 55,963,549 $ 52,589,449
This information is preliminary and based on company data available at the time of the presentation.
8
Interest income:
Loans, including fees$ 583,740 $ 588,131 $ 557,716 $ 2,288,096 $ 2,221,063
Securities
Taxable
64,953 67,158 58,842 260,953 220,666
Tax-exempt
27,483 27,646 24,947 107,463 97,779
Federal funds sold and other
35,279 38,312 42,855 139,120 158,590
Total interest income
711,455 721,247 684,360 2,795,632 2,698,098
Interest expense:
Deposits
275,008 294,164 287,511 1,127,179 1,203,455
Securities sold under agreements to repurchase
1,501 1,423 1,182 5,172 5,392
FHLB advances and other borrowings
27,511 28,795 31,877 115,020 123,661
Total interest expense
304,020 324,382 320,570 1,247,371 1,332,508
Net interest income
407,435 396,865 363,790 1,548,261 1,365,590
Provision for credit losses
34,101 31,939 29,652 107,245 120,589
Net interest income after provision for credit losses
373,334 364,926 334,138 1,441,016 1,245,001
Noninterest income:
Service charges on deposit accounts
18,720 18,290 15,175 71,130 59,394
Investment services
22,340 23,910 19,233 84,391 67,572
Insurance sales commissions
3,142 4,016 2,900 15,525 13,753
Gains on mortgage loans sold, net
1,347 1,828 2,344 7,647 11,136
Investment gains (losses) on sales of securities, net
(4,099) — 249 (16,611) (71,854)
Trust fees
11,415 10,316 9,098 40,351 33,219
Income from equity method investment
31,297 40,614 12,070 118,343 63,172
Gain on sale of fixed assets
142 — 38 554 2,258
Other noninterest income
50,465 48,964 50,438 185,260 192,528
Total noninterest income
134,769 147,938 111,545 506,590 371,178
Noninterest expense:
Salaries and employee benefits
181,095 187,001 164,670 721,431 621,031
Equipment and occupancy
52,167 48,910 42,756 195,300 166,002
Other real estate, net
346 146 58 687 220
Marketing and other business development
12,011 7,902 8,168 37,351 26,668
Postage and supplies
3,269 3,401 3,178 13,232 12,049
Amortization of intangibles
1,393 1,398 1,544 5,608 6,254
Merger-related expenses
13,939 7,727 — 21,666 —
Other noninterest expense
38,436 46,654 41,523 172,453 202,746
Total noninterest expense
302,656 303,139 261,897 1,167,728 1,034,970
Income before income taxes
205,447 209,725 183,786 779,878 581,209
Income tax expense
35,666 36,589 32,527 138,013 106,153
Net income
169,781 173,136 151,259 641,865 475,056
Preferred stock dividends
(3,798) (3,798) (3,798) (15,192) (15,192)
Net income available to common shareholders
$ 165,983 $ 169,338 $ 147,461 $ 626,673 $ 459,864
PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME – UNAUDITED
(dollars in thousands, except for share and per share data)
Three months endedYear ended
Dec. 31, 2025Sept. 30, 2025Dec. 31, 2024Dec. 31, 2025Dec. 31, 2024
9
Per share information:
Basic net income per common share
$ 2.16 $ 2.20 $ 1.93 $ 8.15 $ 6.01
Diluted net income per common share
$ 2.13 $ 2.19 $ 1.91 $ 8.07 $ 5.96
Weighted average common shares outstanding:
Basic
76,929,255 76,904,045 76,537,040 76,863,389 76,460,926
Diluted
77,746,329 77,310,293 77,384,742 77,688,626 77,131,330
PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME – UNAUDITED
(dollars in thousands, except for share and per share data)
Three months endedYear ended
Dec. 31, 2025Sept. 30, 2025Dec. 31, 2024Dec. 31, 2025Dec. 31, 2024
This information is preliminary and based on company data available at the time of the presentation.
10
PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(Unaudited)
(dollars and shares in thousands)
Preferred
Stock
Amount
Common Stock
Additional Paid-
in Capital
Retained
Earnings
Accumulated Other
Comp. Income
(Loss), net
Total
Shareholders'
Equity SharesAmounts
Balance at December 31, 2023$ 217,126 76,767 $ 76,767 $ 3,109,493 $ 2,784,927 $ (152,525) $ 6,035,788
Preferred dividends paid ($67.52 per share) — — — — (15,192) — (15,192)
Common dividends paid ($0.88 per share) — — — — (69,014) — (69,014)
Issuance of restricted common shares — 262 262 (262) — — —
Forfeiture of restricted common shares — (30) (30) 30 — — —
Restricted shares withheld for taxes & related tax benefits — (68) (68) (5,774) — — (5,842)
Issuance of common stock pursuant to restricted stock unit (RSU) and
performance stock unit (PSU) agreements, net of shares withheld for taxes
& related tax benefits — 311 311 (14,741) — — (14,430)
Compensation expense for restricted shares, RSUs and PSUs — — — 40,934 — — 40,934
Net income — — — — 475,056 — 475,056
Other comprehensive loss — — — — — (15,419) (15,419)
Balance at December 31, 2024$ 217,126 77,242 $ 77,242 $ 3,129,680 $ 3,175,777 $ (167,944) $ 6,431,881
Balance at December 31, 2024$ 217,126 77,242 $ 77,242 $ 3,129,680 $ 3,175,777 $ (167,944) $ 6,431,881
Preferred dividends paid ($67.52 per share) — — — — (15,192) — (15,192)
Common dividends paid ($0.96 per share) — — — — (74,662) — (74,662)
Issuance of restricted common shares — 214 214 (214) — — —
Forfeiture of restricted common shares — (33) (33) 33 — — —
Restricted shares withheld for taxes & related tax benefits — (69) (69) (7,612) — — (7,681)
Issuance of common stock pursuant to RSU and PSU agreements, net of
shares withheld for taxes & related tax benefits — 308 308 (21,409) — — (21,101)
Compensation expense for restricted shares, RSUs and PSUs — — — 43,626 — — 43,626
Net income — — — — 641,865 — 641,865
Other comprehensive gain — — — — — 44,979 44,979
Balance at December 31, 2025$ 217,126 77,662 $ 77,662 $ 3,144,104 $ 3,727,788 $ (122,965) $ 7,043,715
This information is preliminary and based on company data available at the time of the presentation.
11
PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES
SELECTED QUARTERLY FINANCIAL DATA – UNAUDITED
(dollars in thousands)
DecemberSeptemberJuneMarchDecemberSeptember
202520252025202520242024
Balance sheet data, at quarter end:
Commercial and industrial loans$ 16,365,200 15,570,921 14,905,306 14,131,312 13,815,817 12,986,865
Commercial real estate - owner occupied loans 5,215,810 4,904,462 4,744,806 4,594,376 4,388,531 4,264,743
Commercial real estate - investment loans 5,803,480 5,803,851 5,891,694 5,977,583 5,931,420 5,919,235
Commercial real estate - multifamily and other loans 2,337,836 2,284,438 2,393,696 2,360,515 2,198,698 2,213,153
Consumer real estate - mortgage loans 5,518,618 5,373,110 5,163,761 4,977,358 4,914,482 4,907,766
Construction and land development loans 3,241,266 3,389,451 3,412,060 3,525,860 3,699,321 3,486,504
Consumer and other loans 671,792 606,380 593,841 569,742 537,507 530,044
Total loans 39,154,002 37,932,613 37,105,164 36,136,746 35,485,776 34,308,310
Allowance for credit losses (441,540) (434,450) (422,125) (417,462) (414,494) (391,534)
Securities 9,157,207 9,056,608 9,066,651 8,718,794 8,381,268 8,293,241
Total assets 57,706,053 55,963,549 54,801,451 54,254,804 52,589,449 50,701,888
Noninterest-bearing deposits 9,046,666 8,952,978 8,640,759 8,507,351 8,170,448 8,229,394
Total deposits 47,396,522 45,727,124 44,999,244 44,479,463 42,842,992 40,954,888
Securities sold under agreements to repurchase 316,447 325,573 258,454 263,993 230,244 209,956
FHLB advances 1,778,329 1,777,003 1,775,470 1,886,011 1,874,134 2,146,395
Subordinated debt and other borrowings 426,704 426,483 426,263 426,042 425,821 425,600
Total shareholders' equity 7,043,715 6,856,192 6,637,237 6,543,142 6,431,881 6,344,258
Balance sheet data, quarterly averages:
Total loans$ 38,656,655 37,693,158 36,967,754 36,041,530 34,980,900 34,081,759
Securities 9,215,021 9,025,752 8,986,542 8,679,934 8,268,583 8,176,250
Federal funds sold and other 3,606,379 3,360,273 2,854,113 2,958,593 3,153,751 2,601,267
Total earning assets 51,478,055 50,079,183 48,808,409 47,680,057 46,403,234 44,859,276
Total assets 56,705,549 55,213,879 53,824,500 52,525,831 51,166,643 49,535,543
Noninterest-bearing deposits 9,246,937 8,873,147 8,486,681 8,206,751 8,380,760 8,077,655
Total deposits 46,657,794 45,479,133 44,233,628 43,018,951 41,682,341 40,101,199
Securities sold under agreements to repurchase 326,116 287,465 255,662 230,745 223,162 230,340
FHLB advances 1,777,721 1,774,237 1,838,449 1,877,596 2,006,736 2,128,793
Subordinated debt and other borrowings 433,619 433,472 427,805 427,624 427,503 427,380
Total shareholders' equity 6,966,997 6,721,569 6,601,662 6,515,904 6,405,867 6,265,710
Statement of operations data, for the three months ended:
Interest income$ 711,455 721,247 694,770 668,160 684,360 694,865
Interest expense 304,020 324,382 315,237 303,732 320,570 343,361
Net interest income 407,435 396,865 379,533 364,428 363,790 351,504
Provision for credit losses 34,101 31,939 24,245 16,960 29,652 26,281
Net interest income after provision for credit losses 373,334 364,926 355,288 347,468 334,138 325,223
Noninterest income 134,769 147,938 125,457 98,426 111,545 115,242
Noninterest expense 302,656 303,139 286,446 275,487 261,897 259,319
Income before income taxes 205,447 209,725 194,299 170,407 183,786 181,146
Income tax expense 35,666 36,589 35,759 29,999 32,527 34,455
Net income 169,781 173,136 158,540 140,408 151,259 146,691
Preferred stock dividends (3,798) (3,798) (3,798) (3,798) (3,798) (3,798)
Net income available to common shareholders$ 165,983 169,338 154,742 136,610 147,461 142,893
Profitability and other ratios:
Return on avg. assets
(1)
1.16 % 1.22 % 1.15 % 1.05 % 1.15 % 1.15 %
Return on avg. equity
(1)
9.45 % 10.00 % 9.40 % 8.50 % 9.16 % 9.07 %
Return on avg. common equity
(1)
9.76 % 10.33 % 9.72 % 8.80 % 9.48 % 9.40 %
Return on avg. tangible common equity
(1)
13.50 % 14.49 % 13.75 % 12.51 % 13.58 % 13.61 %
Common stock dividend payout ratio
(14)
11.87 % 12.20 % 12.73 % 15.53 % 14.72 % 16.73 %
Net interest margin
(2)
3.27 % 3.26 % 3.23 % 3.21 % 3.22 % 3.22 %
Noninterest income to total revenue
(3)
24.86 % 27.15 % 24.84 % 21.27 % 23.47 % 24.69 %
Noninterest income to avg. assets
(1)
0.94 % 1.06 % 0.93 % 0.76 % 0.87 % 0.93 %
Noninterest exp. to avg. assets
(1)
2.12 % 2.18 % 2.13 % 2.13 % 2.04 % 2.08 %
Efficiency ratio
(4)
55.82 % 55.64 % 56.72 % 59.52 % 55.10 % 55.56 %
Avg. loans to avg. deposits 82.85 % 82.88 % 83.57 % 83.78 % 83.92 % 84.99 %
Securities to total assets 15.87 % 16.18 % 16.54 % 16.07 % 15.94 % 16.36 %
This information is preliminary and based on company data available at the time of the presentation.
12
PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES
ANALYSIS OF INTEREST INCOME AND EXPENSE, RATES AND YIELDS-UNAUDITED
(dollars in thousands)
Three months endedThree months ended
December 31, 2025December 31, 2024
Average
BalancesInterest
Rates/
Yields
Average
BalancesInterest
Rates/
Yields
Interest-earning assets
Loans
(1) (2)
$ 38,656,655 $ 583,740 6.11 %$ 34,980,900 $ 557,716 6.42 %
Securities
Taxable 5,786,264 64,953 4.45 % 4,953,134 58,842 4.73 %
Tax-exempt
(2)
3,428,757 27,483 3.80 % 3,315,449 24,947 3.58 %
Interest-bearing due from banks 3,213,013 29,967 3.70 % 2,819,891 36,135 5.10 %
Resell agreements 101,919 2,232 8.69 % 75,583 1,697 8.93 %
Federal funds sold — — — % — — — %
Other 291,447 3,080 4.19 % 258,277 5,023 7.74 %
Total interest-earning assets 51,478,055 $ 711,455 5.62 % 46,403,234 $ 684,360 5.97 %
Nonearning assets
Intangible assets 1,872,458 1,870,051
Other nonearning assets 3,355,036 2,893,358
Total assets$ 56,705,549 $ 51,166,643
Interest-bearing liabilities
Interest-bearing deposits:
Interest checking 15,119,001 111,685 2.93 % 13,162,542 113,704 3.44 %
Savings and money market 17,462,107 118,415 2.69 % 15,654,866 125,760 3.20 %
Time 4,829,749 44,908 3.69 % 4,484,173 48,047 4.26 %
Total interest-bearing deposits 37,410,857 275,008 2.92 % 33,301,581 287,511 3.43 %
Securities sold under agreements to repurchase 326,116 1,501 1.83 % 223,162 1,182 2.11 %
Federal Home Loan Bank advances 1,777,721 19,645 4.38 % 2,006,736 23,159 4.59 %
Subordinated debt and other borrowings 433,619 7,866 7.20 % 427,503 8,718 8.11 %
Total interest-bearing liabilities 39,948,313 304,020 3.02 % 35,958,982 320,570 3.55 %
Noninterest-bearing deposits 9,246,937 — — 8,380,760 — —
Total deposits and interest-bearing liabilities 49,195,250 $ 304,020 2.45 % 44,339,742 $ 320,570 2.88 %
Other liabilities 543,302 421,034
Shareholders' equity 6,966,997 6,405,867
Total liabilities and shareholders' equity$ 56,705,549 $ 51,166,643
Net interest income $ 407,435 $ 363,790
Net interest spread
(3)
2.60 % 2.42 %
Net interest margin
(4)
3.27 % 3.22 %
(1) Average balances of nonperforming loans are included in the above amounts.
(2) Yields computed on tax-exempt instruments on a tax equivalent basis and included $17.2 million of taxable equivalent income for the
three months ended Dec. 31, 2025 compared to $12.1 million for the three months ended Dec. 31, 2024. 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 then current
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 Dec.
31, 2025 would have been 3.16% compared to a net interest spread of 3.09% for the three months ended Dec. 31, 2024.
(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.
This information is preliminary and based on company data available at the time of the presentation.
13
PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES
ANALYSIS OF INTEREST INCOME AND EXPENSE, RATES AND YIELDS-UNAUDITED
(dollars in thousands)
Year endedYear ended
December 31, 2025December 31, 2024
Average
BalancesInterest
Rates/
Yields
Average
BalancesInterest
Rates/
Yields
Interest-earning assets
Loans
(1) (2)
$ 37,347,907 $ 2,288,096 6.23 %$ 33,908,775 $ 2,221,063 6.64 %
Securities
Taxable 5,631,662 260,953 4.63 % 4,487,037 220,666 4.92 %
Tax-exempt
(2)
3,346,750 107,463 3.84 % 3,284,099 97,779 3.55 %
Interest-bearing due from banks 2,852,913 118,459 4.15 % 2,533,184 132,199 5.22 %
Resell agreements 80,272 7,936 9.89 % 285,356 10,669 3.74 %
Federal funds sold — — — % — — — %
Other 263,872 12,725 4.82 % 254,731 15,722 6.17 %
Total interest-earning assets 49,523,376 $ 2,795,632 5.76 % 44,753,182 $ 2,698,098 6.14 %
Nonearning assets
Intangible assets 1,869,980 1,871,723
Other nonearning assets 3,187,306 2,821,948
Total assets$ 54,580,662 $ 49,446,853
Interest-bearing liabilities
Interest-bearing deposits:
Interest checking 14,524,949 457,226 3.15 % 12,309,946 465,862 3.78 %
Savings and money market 16,959,977 491,058 2.90 % 14,928,631 530,100 3.55 %
Time 4,667,457 178,895 3.83 % 4,720,595 207,493 4.40 %
Total interest-bearing deposits 36,152,383 1,127,179 3.12 % 31,959,172 1,203,455 3.77 %
Securities sold under agreements to repurchase 275,292 5,172 1.88 % 219,451 5,392 2.46 %
Federal Home Loan Bank advances 1,816,610 82,855 4.56 % 2,113,947 96,602 4.57 %
Subordinated debt and other borrowings 430,654 32,165 7.47 % 427,604 27,059 6.33 %
Total interest-bearing liabilities 38,674,939 1,247,371 3.23 % 34,720,174 1,332,508 3.84 %
Noninterest-bearing deposits 8,706,694 — — 8,103,652 — —
Total deposits and interest-bearing liabilities 47,381,633 $ 1,247,371 2.63 % 42,823,826 $ 1,332,508 3.11 %
Other liabilities 496,205 399,183
Shareholders' equity 6,702,824 6,223,844
Total liabilities and shareholders' equity$ 54,580,662 $ 49,446,853
Net interest income $ 1,548,261 $ 1,365,590
Net interest spread
(3)
2.54 % 2.30 %
Net interest margin
(4)
3.24 % 3.16 %
(1) Average balances of nonperforming loans are included in the above amounts.
(2) Yields computed on tax-exempt instruments on a tax equivalent basis and included $58.7 million of taxable equivalent income for the
year ended Dec. 31, 2025 compared to $47.7 million for the year ended Dec. 31, 2024. The tax-exempt benefit has been reduced by the
projected impact of tax-exempt income that will be disallowed pursuant to IRS Regulations as of and for the then current period presented.
(3) Yields realized on interest-bearing assets less the rates paid on interest-bearing liabilities. The net interest spread calculation excludes
the impact of demand deposits. Had the impact of demand deposits been included, the net interest spread for the year ended Dec. 31, 2025
would have been 3.13% compared to a net interest spread of 3.02% for the year ended Dec. 31, 2024.
(4) Net interest margin is the result of annualized net interest income calculated on a tax equivalent basis divided by average interest-
earning assets for the period.
This information is preliminary and based on company data available at the time of the presentation.
14
PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES
SELECTED QUARTERLY FINANCIAL DATA – UNAUDITED
(dollars in thousands)
DecemberSeptemberJuneMarchDecemberSeptember
202520252025202520242024
Asset quality information and ratios:
Nonperforming assets:
Nonaccrual loans$ 133,361 149,683 157,170 171,570 147,825 119,293
ORE and other nonperforming assets (NPAs) 8,089 5,210 4,835 3,656 1,280 823
Total nonperforming assets$ 141,450 154,893 162,005 175,226 149,105 120,116
Past due loans over 90 days and still accruing interest$ 2,870 2,632 4,652 4,337 3,515 3,611
Accruing purchase credit deteriorated loans$ 8,732 9,564 10,344 12,215 13,877 5,715
Net loan charge-offs$ 27,011 16,788 18,737 13,992 20,807 18,348
Allowance for credit losses to nonaccrual loans 331.1 % 290.2 % 268.6 % 243.3 % 280.4 % 328.2 %
As a percentage of total loans:
Past due accruing loans over 30 days 0.14 % 0.17 % 0.14 % 0.14 % 0.15 % 0.16 %
Potential problem loans 0.11 % 0.20 % 0.12 % 0.15 % 0.13 % 0.14 %
Allowance for credit losses 1.13 % 1.15 % 1.14 % 1.16 % 1.17 % 1.14 %
Nonperforming assets to total loans, ORE and other NPAs 0.36 % 0.41 % 0.44 % 0.48 % 0.42 % 0.35 %
Classified asset ratio (Pinnacle Bank)
(6)
3.5 % 4.2 % 3.9 % 4.4 % 3.8 % 3.9 %
Annualized net loan charge-offs to avg. loans
(5)
0.28 % 0.18 % 0.20 % 0.16 % 0.24 % 0.21 %
Interest rates and yields:
Loans 6.11 % 6.29 % 6.26 % 6.24 % 6.42 % 6.75 %
Securities 4.21 % 4.41 % 4.44 % 4.30 % 4.27 % 4.58 %
Total earning assets 5.62 % 5.83 % 5.82 % 5.79 % 5.97 % 6.27 %
Total deposits, including non-interest bearing 2.34 % 2.57 % 2.58 % 2.58 % 2.74 % 3.08 %
Securities sold under agreements to repurchase 1.83 % 1.96 % 1.92 % 1.80 % 2.11 % 2.58 %
FHLB advances 4.38 % 4.61 % 4.65 % 4.59 % 4.59 % 4.66 %
Subordinated debt and other borrowings 7.20 % 7.49 % 7.57 % 7.63 % 8.11 % 5.97 %
Total deposits and interest-bearing liabilities 2.45 % 2.68 % 2.70 % 2.70 % 2.88 % 3.19 %
Capital and other ratios
(6)
:
Pinnacle Financial ratios:
Shareholders' equity to total assets 12.2 % 12.3 % 12.1 % 12.1 % 12.2 % 12.5 %
Common equity Tier one 10.9 % 10.8 % 10.7 % 10.7 % 10.8 % 10.8 %
Tier one risk-based 11.3 % 11.3 % 11.2 % 11.2 % 11.3 % 11.4 %
Total risk-based 13.0 % 12.9 % 13.0 % 13.0 % 13.1 % 13.2 %
Leverage 9.6 % 9.6 % 9.5 % 9.5 % 9.6 % 9.6 %
Tangible common equity to tangible assets 8.9 % 8.8 % 8.6 % 8.5 % 8.6 % 8.7 %
Pinnacle Bank ratios:
Common equity Tier one 11.1 % 11.5 % 11.5 % 11.5 % 11.6 % 11.7 %
Tier one risk-based 11.1 % 11.5 % 11.5 % 11.5 % 11.6 % 11.7 %
Total risk-based 12.1 % 12.5 % 12.4 % 12.4 % 12.5 % 12.6 %
Leverage 9.4 % 9.8 % 9.7 % 9.7 % 9.8 % 9.8 %
Construction and land development loans
as a percentage of total capital
(17)
57.7 % 59.6 % 61.8 % 65.6 % 70.5 % 68.2 %
Non-owner occupied commercial real estate and
multi-family as a percentage of total capital
(17)
221.1 % 218.1 % 228.6 % 236.4 % 242.2 % 243.3 %
This information is preliminary and based on company data available at the time of the presentation.
15
PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES
SELECTED QUARTERLY FINANCIAL DATA – UNAUDITED
(dollars in thousands, except per share data)
DecemberSeptemberJuneMarchDecemberSeptember
202520252025202520242024
Per share data:
Earnings per common share – basic$ 2.16 2.20 2.01 1.78 1.93 1.87
Earnings per common share - basic, excluding non-GAAP
adjustments$ 2.26 2.28 2.01 1.90 1.92 1.87
Earnings per common share – diluted$ 2.13 2.19 2.00 1.77 1.91 1.86
Earnings per common share - diluted, excluding non-GAAP
adjustments$ 2.24 2.27 2.00 1.90 1.90 1.86
Common dividends per share$ 0.24 0.24 0.24 0.24 0.22 0.22
Book value per common share at quarter end
(7)
$ 87.90 85.60 82.79 81.57 80.46 79.33
Tangible book value per common share at quarter end
(7)
$ 63.71 61.53 58.70 57.47 56.24 55.12
Revenue per diluted common share$ 6.97 7.05 6.53 6.01 6.14 6.08
Revenue per diluted common share, excluding non-GAAP
adjustments$ 7.03 7.05 6.53 6.18 6.14 6.08
Investor information:
Closing sales price of common stock on last trading day of quarter$ 95.41 93.79 110.41 106.04 114.39 97.97
High closing sales price of common stock during quarter$ 101.53 119.63 111.51 126.15 129.87 100.56
Low closing sales price of common stock during quarter$ 84.38 86.13 87.19 99.42 92.95 76.97
Closing sales price of depositary shares on last trading day of quarter$ 25.02 25.14 23.91 24.10 24.23 24.39
High closing sales price of depositary shares during quarter$ 25.28 25.48 24.56 25.25 25.02 24.50
Low closing sales price of depositary shares during quarter$ 24.65 24.08 23.76 24.10 24.23 23.25
Other information:
Residential mortgage loan sales:
Gross loans sold$ 128,057 168,935 192,859 145,645 185,707 209,144
Gross fees
(8)
$ 2,820 4,424 4,068 3,761 4,360 4,974
Gross fees as a percentage of loans originated 2.20 % 2.62 % 2.11 % 2.58 % 2.35 % 2.38 %
Net gain on residential mortgage loans sold$ 1,347 1,828 1,965 2,507 2,344 2,643
Investment gains (losses) on sales of securities, net
(13)
$ (4,099) — — (12,512) 249 —
Brokerage account assets, at quarter end
(9)
$ 16,028,270 15,653,343 14,665,349 13,324,592 13,086,359 12,791,337
Trust account managed assets, at quarter end$ 8,475,121 8,233,933 7,664,867 7,293,630 7,061,868 6,830,323
Core deposits
(10)
$ 41,927,530 40,813,687 39,761,037 40,012,999 38,046,904 35,764,640
Core deposits to total funding
(10)
84.0 % 84.6 % 83.8 % 85.0 % 83.9 % 81.8 %
Risk-weighted assets$ 46,526,782 45,571,307 44,413,507 43,210,918 41,976,450 40,530,585
Number of offices 141 138 137 136 137 136
Total core deposits per office$ 297,358 295,751 290,227 294,213 277,715 262,975
Total assets per full-time equivalent employee$ 15,558 15,301 15,109 15,092 14,750 14,418
Annualized revenues per full-time equivalent employee$ 580.0 591.0 558.5 522.2 530.4 528.0
Annualized expenses per full-time equivalent employee$ 323.7 328.8 316.8 310.8 292.2 293.4
Number of employees (full-time equivalent) 3,709.0 3,657.5 3,627.0 3,595.0 3,565.5 3,516.5
Associate retention rate
(11)
93.2 % 93.0 % 93.4 % 94.3 % 94.5 % 94.6 %
This information is preliminary and based on company data available at the time of the presentation.
16
PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES
RECONCILIATION OF NON-GAAP SELECTED QUARTERLY FINANCIAL DATA – UNAUDITED
Three months endedYear ended
(dollars in thousands, except per share data)
DecemberSeptemberDecemberDecemberDecember
20252025202420252024
Net interest income
$ 407,435 396,865 363,790 1,548,261 1,365,590
Noninterest income
134,769 147,938 111,545 506,590 371,178
Total revenues
542,204 544,803 475,335 2,054,851 1,736,768
Less: Investment (gains) losses on sales of securities, net
4,099 — (249) 16,611 71,854
Recognition of mortgage servicing asset
— — — — (11,812)
Total revenues excluding the impact of adjustments noted above
$ 546,303 544,803 475,086 2,071,462 1,796,810
Noninterest expense
$ 302,656 303,139 261,897 1,167,728 1,034,970
Less: ORE expense
346 146 58 687 220
FDIC special assessment
(7,500) — — (7,500) 7,250
Fees related to terminating agreement to resell securities previously
purchased and professional fees associated with capital optimization
initiatives — — — — 28,400
Merger-related expenses
13,939 7,727 — 21,666 —
Noninterest expense excluding the impact of adjustments noted above
$ 295,871 295,266 261,839 1,152,875 999,100
Pre-tax income
$ 205,447 209,725 183,786 779,878 581,209
Provision for credit losses
34,101 31,939 29,652 107,245 120,589
Pre-tax pre-provision net revenue
239,548 241,664 213,438 887,123 701,798
Less: Adjustments noted above
10,884 7,873 (191) 31,464 95,912
Adjusted pre-tax pre-provision net revenue
(12)
$ 250,432 249,537 213,247 918,587 797,710
Noninterest income
$ 134,769 147,938 111,545 506,590 371,178
Less: Adjustments noted above
4,099 — (249) 16,611 60,042
Noninterest income excluding the impact of adjustments noted above
$ 138,868 147,938 111,296 523,201 431,220
Efficiency ratio
(4)
55.82 % 55.64 % 55.10 % 56.83 % 59.59 %
Less: Adjustments noted above
(1.66) % (1.44) % 0.01 % (1.17) % (3.99) %
Efficiency ratio excluding adjustments noted above
(4)
54.16 % 54.20 % 55.11 % 55.66 % 55.60 %
Total average assets
$ 56,705,549 55,213,879 51,166,643 54,580,662 49,446,853
Noninterest income to average assets
(1)
0.94 % 1.06 % 0.87 % 0.93 % 0.75 %
Less: Adjustments noted above
0.03 % — % — % 0.03 % 0.12 %
Noninterest income (excluding adjustments noted above) to average assets
(1)
0.97 % 1.06 % 0.87 % 0.96 % 0.87 %
Noninterest expense to average assets
(1)
2.12 % 2.18 % 2.04 % 2.14 % 2.09 %
Less: Adjustments as noted above
(0.05) % (0.06) % — % (0.03) % (0.07) %
Noninterest expense (excluding adjustments noted above) to average assets
(1)
2.07 % 2.12 % 2.04 % 2.11 % 2.02 %
This information is preliminary and based on company data available at the time of the presentation. Numbers may not foot due to rounding.
17
PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES
RECONCILIATION OF NON-GAAP SELECTED QUARTERLY FINANCIAL DATA – UNAUDITED
Three months ended
(dollars in thousands, except per share data)
DecemberSeptemberJuneMarchDecemberSeptember
202520252025202520242024
Net income available to common shareholders
$ 165,983 169,338 154,742 136,610 147,461 142,893
Investment (gains) losses on sales of securities, net
4,099 — — 12,512 (249) —
ORE expense
346 146 137 58 58 56
FDIC special assessment
(7,500) — — — — —
Recognition of mortgage servicing asset
— — — — — —
Fees related to terminating agreement to resell securities previously purchased
and professional fees associated with capital optimization initiatives
— — — — — —
Merger-related expenses
13,939 7,727 — — — —
Tax effect on above noted adjustments
(16)
(2,721) (1,968) (34) (3,143) 48 (14)
Net income available to common shareholders excluding adjustments noted above
$ 174,146 175,243 154,844 146,037 147,318 142,935
Basic earnings per common share
$ 2.16 2.20 2.01 1.78 1.93 1.87
Less:
Investment (gains) losses on sales of securities, net
0.05 — — 0.16 (0.01) —
ORE expense
— — — — — —
FDIC special assessment
(0.10) — — — — —
Recognition of mortgage servicing asset
— — — — — —
Fees related to terminating agreement to resell securities previously purchased
and professional fees associated with capital optimization initiatives
— — — — — —
Merger-related expenses
0.18 0.10 — — — —
Tax effect on above noted adjustments
(16)
(0.03) (0.02) — (0.04) — —
Basic earnings per common share excluding adjustments noted above
$ 2.26 2.28 2.01 1.90 1.92 1.87
Diluted earnings per common share
$ 2.13 2.19 2.00 1.77 1.91 1.86
Less:
Investment (gains) losses on sales of securities, net
0.05 — — 0.16 (0.01) —
ORE expense
— — — — — —
FDIC special assessment
(0.10) — — — — —
Recognition of mortgage servicing asset
— — — — — —
Fees related to terminating agreement to resell securities previously purchased
and professional fees associated with capital optimization initiatives
— — — — — —
Merger-related expenses
0.18 0.10 — — — —
Tax effect on above noted adjustments
(16)
(0.02) (0.02) — (0.04) — —
Diluted earnings per common share excluding the adjustments noted above
$ 2.24 2.27 2.00 1.90 1.90 1.86
Revenue per diluted common share
$ 6.97 7.05 6.53 6.01 6.14 6.08
Adjustments due to revenue-impacting items as noted above
0.05 — — 0.16 — —
Revenue per diluted common share excluding adjustments due to revenue-
impacting items as noted above
$ 7.03 7.05 6.53 6.18 6.14 6.08
Book value per common share at quarter end
(7)
$ 87.90 85.60 82.79 81.57 80.46 79.33
Adjustment due to goodwill, core deposit and other intangible assets
(24.19) (24.07) (24.09) (24.10) (24.22) (24.21)
Tangible book value per common share at quarter end
(7)
$ 63.71 61.53 58.70 57.47 56.24 55.12
Equity method investment
(15)
Fee income from BHG, net of amortization
$ 31,297 40,614 26,027 20,405 12,070 16,379
Funding cost to support investment
4,056 5,079 5,205 5,515 4,869 5,762
Pre-tax impact of BHG
27,241 35,535 20,822 14,890 7,201 10,617
Income tax expense at statutory rates
(16)
6,810 8,884 5,206 3,723 1,800 2,654
Earnings attributable to BHG
$ 20,431 26,651 15,617 11,168 5,401 7,963
Basic earnings per common share attributable to BHG
$ 0.27 0.35 0.20 0.15 0.07 0.10
Diluted earnings per common share attributable to BHG
$ 0.26 0.34 0.20 0.15 0.07 0.10
This information is preliminary and based on company data available at the time of the presentation. Numbers may not foot due to rounding.
18
PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES
RECONCILIATION OF NON-GAAP SELECTED QUARTERLY FINANCIAL DATA –
UNAUDITED
Year ended
(dollars in thousands, except per share data)
December 31,
20252024
Net income available to common shareholders
$ 626,673 459,864
Investment losses on sales of securities, net
16,611 71,854
ORE expense
687 220
FDIC special assessment
(7,500) 7,250
Recognition of mortgage servicing asset
— (11,812)
Fees related to terminating agreement to resell securities previously purchased and professional fees
associated with capital optimization initiatives
— 28,400
Merger-related expenses
21,666 —
Tax effect on adjustments noted above
(16)
(7,866) (23,978)
Net income available to common shareholders excluding adjustments noted above
$ 650,271 531,798
Basic earnings per common share
$ 8.15 6.01
Less:
Investment losses on sales of securities, net
0.22 0.94
ORE expense
0.01 —
FDIC special assessment
(0.10) 0.10
Recognition of mortgage servicing asset
— (0.15)
Fees related to terminating agreement to resell securities previously purchased and professional fees
associated with capital optimization initiatives
— 0.37
Merger-related expenses
0.28 —
Tax effect on above noted adjustments
(16)
(0.10) (0.31)
Basic earnings per common share excluding adjustments noted above
$ 8.46 6.96
Diluted earnings per common share
8.07 5.96
Less:
Investment losses on sales of securities, net
0.21 0.93
ORE expense
0.01 —
FDIC special assessment
(0.10) 0.09
Recognition of mortgage servicing asset
— (0.15)
Fees related to terminating agreement to resell securities previously purchased and professional fees
associated with capital optimization initiatives
— 0.37
Merger-related expenses
0.28 —
Tax effect on above noted adjustments
(16)
(0.10) (0.31)
Diluted earnings per common share excluding the adjustments noted above
$ 8.37 6.89
Revenue per diluted common share
$ 26.45 22.52
Adjustments due to revenue-impacting items as noted above
0.21 0.78
Revenue per diluted common share excluding adjustments due to revenue-impacting items noted above
$ 26.66 23.30
Equity method investment
(15)
Fee income from BHG, net of amortization
$ 118,343 63,172
Funding cost to support investment
16,126 19,777
Pre-tax impact of BHG
102,217 43,395
Income tax expense at statutory rates
(16)
25,554 10,849
Earnings attributable to BHG
$ 76,663 32,546
Basic earnings per common share attributable to BHG
$ 1.00 0.43
Diluted earnings per common share attributable to BHG
$ 0.99 0.42
This information is preliminary and based on company data available at the time of the presentation.
19
PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES
RECONCILIATION OF NON-GAAP SELECTED QUARTERLY FINANCIAL DATA – UNAUDITED
Three months endedYear ended
(dollars in thousands, except per share data)
DecemberSeptemberDecemberDecemberDecember
20252025202420252024
Return on average assets
(1)
1.16 % 1.22 % 1.15 % 1.15 % 0.93 %
Adjustments as noted above
0.06 % 0.04 % — % 0.04 % 0.15 %
Return on average assets excluding adjustments noted above
(1)
1.22 % 1.26 % 1.15 % 1.19 % 1.08 %
Tangible assets:
Total assets
$ 57,706,053 55,963,549 52,589,449 $ 57,706,053 52,589,449
Less: Goodwill
(1,848,904) (1,848,904) (1,849,260) (1,848,904) (1,849,260)
Core deposit and other intangible assets
(29,715) (18,108) (21,423) (29,715) (21,423)
Net tangible assets
$ 55,827,434 54,096,537 50,718,766 $ 55,827,434 50,718,766
Tangible common equity:
Total shareholders' equity
$ 7,043,715 6,856,192 6,431,881 $ 7,043,715 6,431,881
Less: Preferred shareholders' equity
(217,126) (217,126) (217,126) (217,126) (217,126)
Total common shareholders' equity
6,826,589 6,639,066 6,214,755 6,826,589 6,214,755
Less: Goodwill
(1,848,904) (1,848,904) (1,849,260) (1,848,904) (1,849,260)
Core deposit and other intangible assets
(29,715) (18,108) (21,423) (29,715) (21,423)
Net tangible common equity
$ 4,947,970 4,772,054 4,344,072 $ 4,947,970 4,344,072
Ratio of tangible common equity to tangible assets
8.86 % 8.82 % 8.57 % 8.86 % 8.57 %
Average tangible assets:
Average assets
$ 56,705,549 55,213,879 51,166,643 $ 54,580,662 49,446,853
Less: Average goodwill
(1,848,904) (1,848,904) (1,846,998) (1,849,079) (1,846,979)
Average core deposit and other intangible assets
(23,554) (18,985) (23,054) (20,901) (24,744)
Net average tangible assets
$ 54,833,091 53,345,990 49,296,591 $ 52,710,682 47,575,130
Return on average assets
(1)
1.16 % 1.22 % 1.15 % 1.15 % 0.93 %
Adjustment due to goodwill, core deposit and other intangible assets
0.04 % 0.04 % 0.04 % 0.04 % 0.04 %
Return on average tangible assets
(1)
1.20 % 1.26 % 1.19 % 1.19 % 0.97 %
Adjustments as noted above
0.06 % 0.04 % — % 0.04 % 0.15 %
Return on average tangible assets excluding adjustments noted above
(1)
1.26 % 1.30 % 1.19 % 1.23 % 1.12 %
Average tangible common equity:
Average shareholders' equity
$ 6,966,997 6,721,569 6,405,867 $ 6,702,824 6,223,844
Less: Average preferred equity
(217,126) (217,126) (217,126) (217,126) (217,126)
Average common equity
6,749,871 6,504,443 6,188,741 6,485,698 6,006,718
Less: Average goodwill
(1,848,904) (1,848,904) (1,846,998) (1,849,079) (1,846,979)
Average core deposit and other intangible assets
(23,554) (18,985) (23,054) (20,901) (24,744)
Net average tangible common equity
$ 4,877,413 4,636,554 4,318,689 $ 4,615,718 4,134,995
Return on average equity
(1)
9.45 % 10.00 % 9.16 % 9.35 % 7.39 %
Adjustment due to average preferred shareholders' equity
0.30 % 0.33 % 0.32 % 0.31 % 0.27 %
Return on average common equity
(1)
9.76 % 10.33 % 9.48 % 9.66 % 7.66 %
Adjustment due to goodwill, core deposit and other intangible assets
3.75 % 4.16 % 4.10 % 3.91 % 3.46 %
Return on average tangible common equity
(1)
13.50 % 14.49 % 13.58 % 13.58 % 11.12 %
Adjustments as noted above
0.66 % 0.51 % 0.01 % 0.51 % 1.74 %
Return on average tangible common equity excluding adjustments noted above
(1)
14.17 % 15.00 % 13.57 % 14.09 % 12.86 %
This information is preliminary and based on company data available at the time of the presentation. Numbers may not foot due to rounding.
20
PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES
SELECTED QUARTERLY FINANCIAL DATA – UNAUDITED
1. Ratios are presented on an annualized basis.
2. Net interest margin is the result of net interest income on a tax equivalent basis divided by average interest earning assets.
3. Total revenue is equal to the sum of net interest income and noninterest income.
4. Efficiency ratios are calculated by dividing noninterest expense by the sum of net interest income and noninterest income.
5. Annualized net loan charge-offs to average loans ratios are computed by annualizing quarter-to-date net loan charge-offs and dividing the result by average loans
for the quarter-to-date period.
6. Capital ratios are calculated using regulatory reporting regulations enacted for such period and are defined as follows:
Equity to total assets – End of period total shareholders' equity as a percentage of end of period assets.
Tangible common equity to tangible assets - End of period total shareholders' equity less end of period preferred stock, goodwill, core deposit and other intangibles
as a percentage of end of period assets less end of period goodwill, core deposit and other intangibles.
Leverage – Tier I capital (pursuant to risk-based capital guidelines) as a percentage of adjusted average assets.
Tier I risk-based – Tier I capital (pursuant to risk-based capital guidelines) as a percentage of total risk-weighted assets.
Total risk-based – Total capital (pursuant to risk-based capital guidelines) as a percentage of total risk-weighted assets.
Classified asset - Classified assets as a percentage of Tier 1 capital plus allowance for credit losses.
Tier I common equity to risk weighted assets - Tier 1 capital (pursuant to risk-based capital guidelines) less the amount of any preferred stock or subordinated
indebtedness that is considered as a component of Tier 1 capital as a percentage of total risk-weighted assets.
7. Book value per common share computed by dividing total common shareholders' equity by common shares outstanding. Tangible book value per common share
computed by dividing total common shareholders' equity, less goodwill, core deposit and other intangibles, by common shares outstanding.
8. Amounts are included in the statement of income in "Gains on mortgage loans sold, net", net of commissions paid on such amounts.
9. At fair value, based on information obtained from Pinnacle's third party broker/dealer for non-FDIC insured financial products and services.
10. Core deposits include all transaction deposit accounts, money market and savings accounts and all certificates of deposit issued in a denomination of less than
$250,000. The ratio noted above represents total core deposits divided by total funding, which includes total deposits, FHLB advances, securities sold under
agreements to repurchase, subordinated indebtedness and all other interest-bearing liabilities.
11. Team member retention rate is computed by dividing the number of team members employed at quarter end less the number of team members that have resigned
in the last 12 months by the number of team members employed at quarter end.
12. Adjusted pre-tax, pre-provision net revenue excludes the impact of ORE expenses and income, investment gains and losses on sales of securities, the impact of the
FDIC special assessment, the recognition of the mortgage servicing asset, fees related to terminating agreement to resell securities previously purchased and
professional fees associated with capital optimization initiatives and merger expenses.
13. Represents investment gains (losses) on sales and impairments, net occurring as a result of gains or losses incurred as the result of a change in management's
intention to sell a bond prior to the recovery of its amortized cost basis.
14. The dividend payout ratio is calculated as the sum of the annualized dividend rate for dividends paid on common shares divided by the trailing 12-months fully
diluted earnings per common share as of the dividend declaration date.
15. Earnings from equity method investment includes the impact of the funding costs of the overall franchise calculated using the firm's subordinated and other
borrowing rates. Income tax expense is calculated using statutory tax rates.
16. Tax effect calculated using the blended statutory rate of 25.00 percent for all periods.
17. Calculated using the same guidelines as are used in the Federal Financial Institutions Examination Council's Uniform Bank Performance Report.
21
PNFP 4Q2021 Earnings Slides
guidanceUploaded 4/9/2026by pdf-importType: presentationPublished 12/15/2021
Content preview
Investor Call
FOURTH QUARTER 2021
M. TERRY TURNER, PRESIDENT AND CEO
HAROLD R. CARPENTER, EVP AND CFO
JAN. 19, 2022
Time: 8:30 AM CT
Webcast: www.pnfp.com(investor relations)
Audio only: 877-602-7944
Safe Harbor Statements
Forward Looking Statements
All statements, other than statements of historical fact, included in this presentation, 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 S...
Show full content (73,531 chars)
Investor Call
FOURTH QUARTER 2021
M. TERRY TURNER, PRESIDENT AND CEO
HAROLD R. CARPENTER, EVP AND CFO
JAN. 19, 2022
Time: 8:30 AM CT
Webcast: www.pnfp.com(investor relations)
Audio only: 877-602-7944
Safe Harbor Statements
Forward Looking Statements
All statements, other than statements of historical fact, included in this presentation, 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," "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) deterioration in the financial condition of borrowers of Pinnacle Bank and its subsidiaries or BHG resulting
in significant increases in loan losses and provisions for those losses and, in the case of BHG, substitutions; (ii) the effectsof new outbreaks of COVID-19, including actions taken by governmental officials to curb the spread of the
virus, and the resulting impact on general economic and financial market conditions and on Pinnacle Financial'sand its customers' business, results of operations, asset quality and financial condition; (iii) further public acceptance
of the booster shots of the vaccines that were developed against the virus as well as the decisions of governmental agencies with respect to vaccines including recommendations related to booster shots and requirements that
seek to mandate that individuals receive or employers require that their employees receive the vaccine; (iv) those vaccines' efficacy against the virus, including new variants; (v) 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; (vi) the inability of Pinnacle Financial, or entities in which it has significant investments, like BHG, to maintain the long-term historical growth rate of its, or such entities', loan portfolio; (vii) changes in loan underwriting,
credit review or loss reserve policies associated with economic conditions, examination conclusions, or regulatory developments;(viii) effectiveness of Pinnacle Financial'sasset management activities in improving, resolving or
liquidating lower-quality assets; (ix) the impact of competition with other financial institutions, including pricing pressures and the resulting impact on Pinnacle Financial’sresults, including as a result of compression to net
interest margin; (x) adverse conditions in the national or local economies including in Pinnacle Financial'smarkets throughout Tennessee, North Carolina, South Carolina, Georgia, Alabama and Virginia,particularly in commercial
and residential real estate markets; (xi) the results of regulatory examinations; (xii) Pinnacle Financial'sability to identify potential candidates for, consummate, and achieve synergies from, potential future acquisitions; (xiii)
difficulties and delays in integrating acquired businesses or fully realizing costs savings and other benefits from acquisitions; (xiv) BHG's ability to profitably grow its business and successfully execute on its business plans; (xv) risks
of expansion into new geographic or product markets; (xvi) 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; (xvii) any matter that would cause Pinnacle Financial to conclude that there was impairment of any asset, includinggoodwill or other intangible assets; (xviii) the ineffectiveness of Pinnacle Bank's hedging strategies, or
the unexpected counterparty failure or hedge failure of the underlying hedges; (xix) 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; (xx) deterioration in the valuation of other real estate owned and
increased expenses associated therewith; (xxi) 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; (xxii) approval of the
declaration of any dividend by Pinnacle Financial'sboard of directors; (xxiii) the vulnerability of Pinnacle Bank's network and online banking portals, and the systems of partieswith whom Pinnacle Bank contracts, to unauthorized
access, computer viruses, phishing schemes, spam attacks, human error, natural disasters, power loss and other security breaches; (xxiv) 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 PinnacleFinancial or Pinnacle Bank have significant investments, like BHG, and the development of
additional banking products for Pinnacle Bank's corporate and consumer clients; (xxv) 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 or all or a portion of their ownership interests in BHG (triggering a similar sale by Pinnacle Financial and Pinnacle Bank) if not prohibited from doing so by Pinnacle
Financial or Pinnacle Bank; (xxvi) the possibility of increased personal or corporate tax rates and the resulting reduction in our and our customers' businesses as a result of any such increases; (xxvii) changes in state and federal
legislation, regulations or policies applicable to banks and other financial service providers, like BHG, including regulatory or legislative developments; (xxviii) fluctuations in the valuations of Pinnacle Financial'sequity investments
and the ultimate success of such investments; (xxix) the availability of and access to capital; (xxx) adverse results (includingcosts, 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 ofPinnacle Bank's participation in and execution of government programs related to the COVID-19
pandemic; and (xxxi) general competitive, economic, political and market conditions. Additional factors which could affect the forward lookingstatements can be found in Pinnacle Financial'sAnnual Report on Form 10-K for the
year ended December 31, 2020, and subsequently filed Quarterly Reports on Form 10-Q 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 presentation, which speak only as of the date hereof, whether as a result of new information, future events or otherwise.
2
Safe Harbor Statements
Non-GAAP Financial Matters
This presentation contains certain non-GAAP financial measures, including, without limitation, earnings per diluted common share, PPNR, the ratio of noninterest income to average assets, efficiency
ratio and the ratio of noninterest expense to average assets, excluding in certain instances the impact of expenses related to other real estate owned, gains or losses on sale of investment securities, FHLB
restructuring charges, hedge termination charges and other matters for the accounting periods presented. This presentation also includes non-GAAP financial measures which exclude the impact of loans
originated under the PPP. This presentation may also contain certain other non-GAAP capital ratios and performance measures thatexclude the impact of goodwill and core deposit intangibles associated
with Pinnacle Financial'sacquisitions of BNC, Avenue Bank, Magna Bank, CapitalMarkBank & Trust, Mid-America Bancshares, Inc., Cavalry Bancorp, Inc. and other acquisitions which collectively are less
material to the non-GAAP measure as well as the impact of Pinnacle Financial'sSeries B Preferred Stock. The presentation of the non-GAAP financial information is not intended to be considered in
isolation or as a substitute for any measure prepared in accordance with GAAP. Because non-GAAP financial measures presented in this presentation are not measurements determined in accordance
with GAAP and are susceptible to varying calculations, these non-GAAP financial measures, as presented, may not be comparable toother similarly titled measures presented by other companies.
Pinnacle Financial believes that these non-GAAP financial measures facilitate making period-to-period comparisons and are meaningful indications of its operating performance. In addition, because
intangible assets such as goodwill and the core deposit intangible, and the other items excluded each vary extensively from company to company, Pinnacle Financial believes that the presentation of this
information allows investors to more easily compare Pinnacle Financial'sresults to the results of other companies. Pinnacle Financial'smanagement utilizes this non-GAAP financial information to
compare Pinnacle Financial'soperating performance for 2021 versus certain periods in 2020 and to internally prepared projections.
3
4Q21 Financial Dashboard
Key success measures including core loan growth, core deposit growth, net interest
income growth, fee income growth, pre-provision net revenue growth, asset quality
and tangible book value per share accretion were verystrongagainthis quarter.
4
4Q21 Summary Results of Key GAAPMeasures
5
Total Revenues
Total Deposits
(millions)
FD EPS
Book Value per Common Share
Net Income Available to
Common Shareholders
Total Loans
(millions)
NPA/ Loans & ORE
NCOs
Classified Asset Ratio
PNFP’s Median Quarterly Performance of 12.6%
PNFP’s Median Quarterly Performance of 0.47%
PNFP’s Median Quarterly Performance of 0.14%
Classified Asset Ratio
NCOs
NPA/ Loans & ORE
Total Loans
(millions)
Total Core Deposits
(millions)
Tangible Book Value per
Common Share**
Adjusted Pre-Tax Pre-Provision
Net Income*
FD EPS*
CAGR 15.4%
Total Revenues*
CAGR 23.3%
4Q21 Summary Results of Key Non-GAAPMeasures
*: excluding merger-related charges, gains and losses on sales of investment securities, ORE expense (income), loss on sale of non-prime automobile portfolio, branch rationalization charges, FHLB restructuring charges and hedge termination charges. PPNR
represents pre-tax, pre-provision net revenues.
**: excluding goodwill, core deposit and other intangible assets
Note: For a reconciliation of these Non-GAAP financial measures to the comparable GAAP measures, see slides 56-57.
CAGR 22.1%
CAGR 28.7%
CAGR 12.8%
CAGR 23.7%
6
PNFP’s Median Quarterly Performance of 12.6%
PNFP’s Median Quarterly Performance of 0.14%
PNFP’s Median Quarterly Performance of 0.47%
4Q21 Financial Information
Excluding the impact of PPP loans, loan growth was substantial in the fourth
quarter. Along with continued growth in core deposits, net interest income, and
fees, 4Q21 was a strong core growth quarter for the franchise.
7
PNFP Linked-Quarter Annualized Average Loan Growth was 4.2% in 4Q21
Linked-quarter annualized average loan growth ex-PPP was 12.6%
18.7%
13.3%
11.7%
4.2%
11.7%
0.0%
4.0%
8.0%
12.0%
16.0%
20.0%
Annual Organic EOP Loan Growth^
^: Excludes PPP loans
Average Loan Growth
8
4Q21 Loan Highlights
•EOP linked-quarter annualized loan growth of
12.4% excluding decline in PPP.
•Estimate 10% -15% loan growth in 2022 given
current economic conditions, recent hires and
momentum in our new markets.
$8,558
$9,817
$15,017
$15,520
$15,957
$16,730
$17,259
$17,630
$17,938
$18,611
$19,217
$19,600
$20,009
$22,257
$22,493
$22,525
$22,848
$23,180
$22,986
$23,226
4.49%
4.04%
3.20%
3.40%
3.60%
3.80%
4.00%
4.20%
4.40%
4.60%
4.80%
5.00%
5.20%
5.40%
$2,000
$4,000
$6,000
$8,000
$10,000
$12,000
$14,000
$16,000
$18,000
$20,000
$22,000
$24,000
Loan Yields
Average Loans
(millions)
$0
$2,000
$4,000
$6,000
$8,000
No floor1-25 bps26-50 bps51-75 bps76-100 bps> 100 bps
Loan Balances
(millions)
LIBOR/SOFR/Prime daily float
-$11.75 billion
-$7.28 billion w/no floor
-$4.48 billion “in the money” floors
34.7%
11.1%
6.8%
33.5%
24.7%
0.0%
5.0%
10.0%
15.0%
20.0%
25.0%
30.0%
35.0%
40.0%
Annual Core Deposit Growth^
^: Excludes Day 1 merger impact.
Balance Sheet Growth was Driven by Outsized Core Deposit Inflows
Core deposit growth continues to outperform expectations
Core Deposit Growth Rates
9
4Q21 Deposit Highlights
•Linked-quarter annualized core deposit growth in 4Q21 of
31.6% over 3Q21
•Wholesale deposits declined $145 million in 4Q21 vs. $111
million in 3Q21
•Target average deposit rate of 0.10%-0.15% achieved in 4Q21
•Current focus is on preparing associates to manage deposit
rate beta in a rising rate environment
Deposit RateTranches
Dec. 31, 2020
EOP Rates
Sep. 30, 2021
EOP Rates
Dec. 31, 2021
EOP Rates
Dec. 31, 2021
% of Totals
Noninterestbearing---------33.4%
Interest-bearing:
Rate sheet
0.08%0.05%0.05%16.9%
Negotiated
0.30%0.22%0.20%36.7%
Indexed
0.28%0.27%0.26%6.1%
CDs
1.10%0.56%0.49%6.8%
TotalIBD
0.39%0.22%0.20%66.6%
Total
0.29%0.15%0.13%100.0%
$9,099
$10,394
$15,828
$16,092
$16,281
$16,949
$18,113
$18,368
$18,358
$18,865
$19,778
$20,079
$20,680
$24,807
$26,352
$27,193
$27,621
$28,014
$28,740
$30,034
0.14%
0.00%
0.30%
0.60%
0.90%
1.20%
1.50%
1.80%
2.10%
2.40%
2.70%
$2,000
$4,000
$6,000
$8,000
$10,000
$12,000
$14,000
$16,000
$18,000
$20,000
$22,000
$24,000
$26,000
$28,000
$30,000
$32,000
Deposit Costs
Average Deposits
Average Deposit Growth
Avg. DepositsCost of Deposits
Excess Liquidity Continues to Impact NIM
Rebound in loan demand should serve to reduce elevated liquidity levels in 2022
4Q21 Liquidity Highlights
•Strong deposit flows and PPP forgiveness/payoff
activity continued to drive higher liquidity levels
•Average FFS & IB cash balances increased to 12.5% of
earning assets in 4Q21 from 11.1% in 3Q21
•Loan growth should absorb more liquidity in 2022
•No real interest currently in deploying any material
amount of excess liquidity. Until then, we will be
opportunistic. Likely to look at some shorter-term
products with modest yield enhancements
*Adjusted NIM excludes the impact of liquidity build and the PPP lending programs. See slides 45-51 for a reconciliation
of reported NIM to adjusted NIM.
10
3.35%
3.28%
2.87%
2.82%
2.97%
3.02%
3.08%
3.03%
2.96%
3.19%
3.22%
3.27%
3.29%
3.25%
3.21%
3.20%
2.70%
2.80%
2.90%
3.00%
3.10%
3.20%
3.30%
3.40%
4Q191Q202Q203Q204Q201Q212Q213Q214Q21
Reported NIM vs. Adjusted NIM
NIM (GAAP)NIM (Adjusted)*
0.00%
0.50%
1.00%
1.50%
2.00%
2.50%
$0
$500
$1,000
$1,500
$2,000
$2,500
$3,000
$3,500
$4,000
$4,500
Average Quarterly Yield
Average Balances ($ in millions)
Quarterly Avg. FFS and IB Cash
Avg. FFS & IB CashYield
2.00%
2.25%
2.50%
2.75%
3.00%
3.25%
3.50%
$2,500
$3,000
$3,500
$4,000
$4,500
$5,000
$5,500
$6,000
Average Quarterly Yield
Average Blalances ($ in millions)
Quarterly Avg. Securities
Avg. SecuritiesYield
PNFP’s Asset Quality Has Continued to Hold Up
Asset quality metrics continue to remain strong as we enter 2022
11
4Q21 Credit Highlights
•Several credit measurements at
all time records and top
quartile of peers.
•ACL to total loans decreased to
1.12%. Further reductions are
likely if macro factors continue
to improveand the credit
performance of our portfolio
remains strong.
0.13%
0.11%
0.07%
0.19%
0.14%
Net Charge-offs
0.55%
0.58%
0.46%
0.38%
0.17%
NPA/ Loans & ORE
12.9%
12.4%
13.4%
8.1%
4.1%
Classified Asset Ratio
0.38%
0.34%
0.18%
0.19%
0.09%
Past Dues as a % of Total Loans
4Q213Q214Q20
Linked-Quarter
Annualized
Growth %
Year-over-Year
Growth %
Service charges
$12,663$11,435$8,486
43.0%49.2%
Investment services
11,0819,6487,593
59.4%45.9%
Trust fees
5,9265,0494,382
69.5%35.2%
Insurance commissions
2,3282,5572,300
(35.8%)1.2%
Gain on mortgage loans sold, net
4,2447,81412,387
(>100.0%)(65.7%)
Investment gains and losses, net393--
100.0%100.0%
Income from equity method investment (BHG)30,84430,40924,294
5.7%27.0%
Other:
Interchange and other consumer fees15,22815,29811,732
(1.8%)29.8%
Bank-owned life insurance4,7324,7414,849
(0.8%)(2.4%)
Loan swap fees1,9471,5791,402
93.2%38.9%
SBA loans sales 2,7393,8141,828
(>100.0%)49.8%
Income from other equity investments4,1098,6041,064
(>100.0%)>100.0%
Other4,4893,1473,127
>100.0%43.6%
Total noninterest income$100,723$104,095$83,444
(13.0%)20.7%
Noninterest income/Average Assets1.08%1.15%0.96%
(24.3%)12.5%
Noninterest income**$100,330$104,095$83,444
(14.5%)20.2%
Noninterest Income**/Total Average Assets1.07%1.15%0.96%
(27.8%)11.5%
Noninterest Income**/Total Average Assets^1.09%1.18%1.03%
(30.5%)5.8%
**:Excluding gains and losses on sales of investment securities. For a reconciliation of these Non-GAAP financial measures to the comparable GAAP measures, see slides 56-57.
^: Excluding the impact of PPP loans on average assets
PNFP Grew Fees more than 20% YOY
Business lines had an extremely good year
•Wealth management fees are up due to broader
market appreciation as well as the addition of 17
wealth management advisors over the last year.
•Income from BHG continues to be strong. Linked-
quarter revenues flat in 4Q21, but up more than
46% for full-year 2021 over 2020.
•Interchange fees have increased since last year as
a result of increased deposit accounts.
•Increased valuations in the underlying portfolios
of certain VC fund investments resulted in
significant 2021 fee income from other equity
investments although income from these
investments was down in 4Q21 on a linked-
quarter basis compared to significant increases in
3Q21 and 2Q21.
12
*:Excluding the impact of ORE expense (income), FHLB restructuring and hedge termination charges.
**: Excluding the impact of ORE expense (income), securities gains and losses, net, FHLB restructuring and hedge termination charges.
For a reconciliation of these Non-GAAP financial measures to the comparable GAAP measures, see slide 56-57.
•Salary costs reflect increased personnel as total FTEs in
4Q21 have increased by 71.5 FTEs since 3Q21 and 207 FTEs
since 4Q20.
•Due to strong performance in 2021, incentive accruals for
both the annual cash incentive and long-term equity plans
reflect above-target payouts for 2021 compared to below-
target payouts in 2020.
•Marketing and other business development expense up in
4Q21 due to increased client-relations costs as COVID-19
restrictions were relaxed over time.
•Lending-related costs up due to ancillary costs related to
PPP lending.
Expenses in line with Expectations for 4Q21
Incentive expenses fluctuations positively correlate with earnings
13
4Q213Q214Q20
Linked-Quarter
Annualized Growth %
Year-over-Year
Growth %
Salaries and employee benefits: Salaries$64,182$61,382$54,390
18.2%18.0%
Commissions6,0136,0974,192
(5.5%)43.4%
Cash and equity incentives 24,18730,16918,096
(79.3%)33.7%
Employee benefits and other15,66614,75813,335
24.6%17.5%
Total salaries and benefits$110,048$112,406$90,013
(8.4%)22.3%
Equipment and occupancy
24,99723,71223,84921.7%4.8%
Other real estate owned, net
37(79)1,457>100.0%(97.5%)
Marketing and other business development
4,5623,3252,979>100.0%53.1%
Postage and supplies
2,1912,0831,99820.7%9.7%
Amortization of intangibles
2,0572,0882,377(5.9%)(13.5%)
Other noninterest expense:
Deposit related expense4,4045,7547,443
(93.8%)(40.8%)
Lending related expense12,02510,1378,726
74.5%37.8%
Wealth management expense541464482
66.4%12.2%
Other noninterest expense9,5558,96121,981
26.5%(56.5%)
Total$26,525$25,316$38,632
19.1%(31.3%)
Total noninterest expense$170,417$168,851$161,305
3.7%5.6%
Efficiency ratio50.2%49.4%53.0%
6.5%(5.3%)
Expense/Total Average Assets1.82%1.87%1.86%
(10.7%)(2.2%)
Noninterest expense *$170,380$168,930$144,868
3.4%17.6%
Efficiency ratio **
50.3%49.5%47.6%
6.5%5.7%
Noninterest Expense*/Total Avg. Assets1.82%1.87%1.67%
(10.7%)9.0%
Headcount (FTE)2,841.02,769.52,634.0
10.3%7.9%
•Share Buy Back Program –
•Board authorized a $125.0 million plan on January 18, 2022to commence when
current plan expires on March 31, 2022; new plan approved through March 31, 2023;
no shares repurchased under the most recent authorization.
Capital Update for Fourth Quarter 2021
Sub Debt redemption completed in 4Q21, increase to common dividend as we enter 2022
Tangible book value per share growth remains our focus, but other capital initiatives will be considered
•Subordinated Indebtedness –
•Redeemed $130 million of bank-level subordinated debt in July 2021.
•Redeemed additional $120 million of parent company subordinated debt in November 2021
•Tangible Book Value per Common Share Growth –
•Tangible book value per common share at Dec. 31, 2021up 14.2% from Dec. 31, 2020.
•Growth in tangible book value per common share in comparison to peers added as a
performance component to leadership equity compensation plan in 2021 and will remain a
component for 2022.
18.2%
15.0%
19.0%
14.8%
14.2%
2017
2018
2019
2020
2021
Focused growth in TBV per
common share
**: excluding goodwill, core deposit and other intangible assets
Note: For a reconciliation of these Non-GAAP financial measures to the comparable GAAP measures, see slides 56-57.
Peer group noted on slide 58.
14
•Dividends –
•Dividends per common share to increase to $0.22 from $0.18 in 1Q22.
Tangible Book Value per
Common Share**
PNFP Optimistic about 2022
We remain confident in our model and look forward to the coming year
2022 Outlook –as of January 18, 2022 (Note)
Y/Y End of Period Loan Growth•Estimate 10 to 15 percentage end-of-year loan growth for FY22 over 2021 year-end levels.
Y/Y End of Period DepositGrowth
•Client funding should continue to rise causing liquidity levels to remain elevated from historical norms for several quarters. Estimate
core deposit growth of high single digits in 2022.
Net interest income•GAAP net interest income for 2022 likely to be up mid-to high-single digits from 2021 due to anticipated increase in average loans in
2022 offset by decline in PPP income between 2022 and 2021. Anticipate first quarter 2022 will be impacted meaningfully by lessPPP
revenues.
Fee income•Planning on BHG FY22 fee income growth rate over FY21 of approximately 20% as BHG continues its strategy shift to retain moreloans
on its balance sheet.
•Anticipate high-single to low-double digit increase in noninterest income in 2022 over 2021 for non-BHG categories in the aggregate.
Income from other equity investments likely to be less in 1Q22 and 2022 from amounts recorded over last few quarters.
Expenses•We will continue to aggressively recruit the best financial advisors in our markets which will also require increased infrastructure
support. That said, we anticipate total expenses in 2022 to experience low-double digit increases in 2022 over 2021. Personnel
expense in 1Q22 to be impacted by lower incentive costs offset by increases in headcount and seasonal merit raises and employment
tax increases.
Credit quality•Loss content in our loan portfolio should be manageable as we enter 2022.
•Anticipate further reduction from the end-of-year 2021 ACL to total loans ratio given the current economic outlook and strong credit
metrics.
15
Note: 2022 outlook is based on current facts and circumstances. Our outlook is subject to change based on numerous factors which may require us to change our outlook at any time. These
factors may include, among the other risks described herein, changes in operating strategy, balance sheet positioning or macroeconomic factors such as significant changes in interest rates
from those we are modeling or government stimulus programs.
Bankers Healthcare Group
BHG’s differentiated model has proven very resilient with continued strong originations,
loan sales and yield/spread premium. The gain on sale model continues to provide
meaningful earnings to BHG and to Pinnacle even as BHG further increases the mix toward
balance sheet spread income via AAA-rated securitizations. Capital and reserve levels
support a very sound balance sheet.
16
BHG Business Model Drives Outperformance
•4Q21 was the 6th consecutive record highest origination
quarter in the history of BHG
•Net interest spreads (~10%) have been resilient for several
years in spite ofinterest rate fluctuations
•BHG’s vast bank funding platform provides ready liquidity
and differentiates BHG from other online lenders
Source: BHG Internal Data –charts exclude impact of PPP and SBA loans originated by BHG. Furthermore, borrower coupon rates include all loans originated by BHG including loans retained by
BHG on balance sheet as well as loans sold to other banks.
Record Year at BHG in 2021
BHG continues to originate loans at record levels while maintaining strong yields
13.3%
13.4%
13.7%
13.5%13.5%
13.8%
13.9%
13.6%13.6%
13.4%
13.9%
13.9%
5.4%
5.3%
5.3%
5.1%
5.2%
5.6%
4.9%
4.3%
4.0%
3.7%
3.4%
3.2%
0%
2%
4%
6%
8%
10%
12%
14%
16%
1Q192Q193Q194Q191Q202Q203Q204Q201Q212Q213Q214Q21
Borrower CouponBank Buy Rate
-
200
400
600
800
0
200
400
600
800
1,000
1,200
1,400
1,600
20172018201920202021
Bank Network Trends
Total Banks in NetworkUnique Buyers
Total Banks in Network
Unique Buyers Each Period
17
$302
$362
$396
$388
$429
$375
$452
$528
$628
$714
$727
$739
$205
$325
$327
$230
$381
$387
$400
$388
$443
$393
$383
$377
$0
$100
$200
$300
$400
$500
$600
$700
$800
1Q192Q193Q194Q191Q202Q203Q204Q201Q212Q213Q214Q21
OriginationsPlacements
Loan Originations and Placements
Coupon and Buy Rates
3.79%
2.94%
2.95%
1.83%
2.68%
3.25%
2.72%
2.47%
2.87%
2.51%
0.25%
0.36%
0.33%
0.58%
0.99%
1.30%
1.45%
1.16%
1.38%
2.13%
4.04%
3.31%
3.28%
2.40%
3.66%
4.55%
4.17%
3.64%
4.26%
4.64%
0.00%
1.00%
2.00%
3.00%
4.00%
5.00%
6.00%
Recourse Losses as % of Outstanding Balances
Credit Loss %Prepayment Loss %
•Recourse obligation reserves decreased to 5.00% of total
loans outstanding (loans sold to other banks)
•4Q21 reduction in recourse obligation includes another
release of COVID reserves (majority of which were added in
2020)
BHG Credit Quality Continues to Impress
Sophisticated credit scoring models produce impressive results
Recourse Obligation Reserves (Note)
(Green Bars –Balance of loans in bank network, $s in millions)
Note: Recourse Obligation is a reserve on BHG’s balance sheet set aside to cover losses attributable
to acceptance of substitutions from loans previously sold to banks in the BHG network.
Source: BHG Internal Data
On Balance Sheet Reserves Remain Strong
Additional COVID-related reserves released in 2021
18
4.20%
3.79%
3.73%
3.22%
3.74%
4.56%
4.71%
4.62%
7.64%
5.00%
$-
$500
$1,000
$1,500
$2,000
$2,500
$3,000
$3,500
$4,000
$4,500
0.00%
1.00%
2.00%
3.00%
4.00%
5.00%
6.00%
7.00%
8.00%
2012201320142015201620172018201920202021
Total Ending Balance at outside banks only ($millions)Recourse Obligation as a % of Outstanding
•FICO scores continue to reflect a high caliber borrower base
•Average FICO scores of 735 at origination for loans outstanding at
Dec. 31, 2021
•Historical credit results indicate that 70% of losses occur
within first 36 months of origination
•Data is through Dec. 31, 2021; 2020 information includes
24 months of history. Steady improvement in credit over
past 7-8 years.
BHG Credit Quality Continues to Impress
Sophisticated credit scoring models produce impressive results
Historical FICO Scores
Source: BHG Internal Data
Improved Credit Quality
Vintage analysis demonstrates continuous improvement in asset quality
0%10%20%30%40%50%60%70%80%90%100%
2021
2020
2019
2018
2017
2016
2015
2014
2013
2012
2011
2010
2009
2008
2007
2006
2005
2004
2003
2002
2001
<650650-699700-749750-799>800
19
The Pandemic Served to Validate the BHG Model
BHG believes its unique model is outperforming other online lenders by a wide margin
BHG Future Growth opportunities
•Deeper penetration for Core Product < 1% of market
share currently
•Expansion of credit card platform to medical and
other professionals as well as potential alliances
with Banks and other FinTechs
•Patient lending for hospitals and surgery centers
with loan terms up to 60 months
•POS opportunities for elective medical procedures
as well as other retail and home improvement
financing outlets
•White label consumer lending platform with Bank
Network
•Leverage partnership with Pinnacle to develop
deposit products for medical and other
professionals
•Reduced anticipated growth to 20% from 30% as
BHG plans to balance sheet more loans in 2022 than
previously anticipated
20
$0
$50
$100
$150
$200
$250
$300
$350
$400
201720182019202020212022 (fc)
BHG Pre-Tax Profitability
BHG estimates pre-tax profit growth
in 2022 of ~20%
The Past, the Present, and the Future
We believe our advantaged markets, our long-standing model for attracting talent
and demonstrable ability to “wow” our clients should yield top-quartile growth and
has positioned us for the continued share grab that should be available given the
stressed client loyalty for our largest competitors.
21
The Past
PNFP is an Employer of Choice as Key Competitors Remain Vulnerable
22
Revenue
Producers
Hired
201777
2018109
201989
202087
2021 119
Other
Truist
Wells Fargo
BBVA
First Horizon
Fifth Third
First Citizens Bank
Regions
2021 Revenue Producers
By Competitor
23
The Past
PNFP’s Differentiated Model has Yielded Consistent, Sustainable Growth
Engaged ClientsExcited Associates
Enriched Shareholders
2021 Workplace Awards
Greenwich Net Promoter Scores
•No. 1 Best Place to Work
in the Triad, NC (extra-large
company category), Triad
Business Journal, 2020 and 2021
•No. 1 Top Workplaces in Charlotte,NC,
Charlotte Observer –2021
•Triangle (Raleigh-Durham): No. 1 Best
Places to Work in the Triangle, Triangle
Business Journal, 2021
•No. 1 Top Workplaces in South Carolina,
Greenville, Columbus and Charleston
Business magazines –2020 and 2021
0%50%100%
North Carolina
Charlotte
Greensboro
PromotersPassivesDetractors
NPSRank
71
56
701
Source: 2021 Greenwich Associates Market Tracking Program (Pinnacle Financial -
$1-500MM –Q3 2021 R4Q –Banking).
2021 Loan Growth
•C&I and OO CRE –25.1%
•NOO CRE & Construction –4.7%
•Total Loan Growth –10.7%
2021 Core Deposit Growth
•Transaction & MMDA –26.5%
•CDs –(20.4%)
2021 Fee Income Growth –42.1%
2021 New Revenue Producers -42
Carolinas & Virginia
North Carolina and Virginia serve as a great example
24
•Associate engagement advanced even during COVID
•Client net promoter scores advanced even during COVID
•PNFP produced top quartile total shareholder return in 2021, with:
•core loan growth11.7%
•core deposit growth24.7%
•fee income growth24.5%
•EPS growth67.5%
•TBV growth14.2%
•The firm was positioned for continued outsized growth
•Atlanta
•Birmingham
•Huntsville
•Washington, DC
•Produced outsized growth and infrastructure while controlling expenses in 2021, with:
•NIE / Assets1.85%
The Past
2021 Summary
The Present
2022 Priorities
25
1. Engage every single associate
2. Get paid for our premium service level
3. Seize market share opportunities around the Southeast
4. Meet all ofour clients’ needs
5. Maintain strong asset quality
The Future
26
How do we achieve our goal?
•Continuity of senior management while keeping an eye on the next generation of leaders
•Seize the opportunity to possess the dominant Southeastern banking franchise
Q&A
FOURTH QUARTER 2021
27
Supplemental Information
Slide #
•Balance Sheet29
•Income Statement52
•Peer Group58
28
Balance Sheet –Loan Portfolio Segments
($ in millions)Amts.
4Q21
%
4Q21
Amts.
3Q21
%
3Q21
Amts.
4Q20
%
4Q20
Amts.
4Q19
%s
4Q19
C&I
$7,703.532.9%$7,079.430.7%$6,239.627.8%$6,290.331.8%
C&I –Paycheck Protection Program
371.11.6%708.73.1%1,798.98.0%-0.0%
CRE –Owner Occ.
3,048.813.0%2,954.612.8%2,802.212.5%2,669.813.5%
Total C&I & O/O CRE
$11,123.447.5%$10,742.746.6%$10,840.748.3%$8,960.145.3%
CRE –Investment
4,607.019.7%4,597.720.0%4,565.020.4%4,418.7
22.3%
CRE –Multifamily and other
614.72.6%621.52.7%638.32.9%620.8
3.1%
C&D and Land
2,903.012.4%3,097.013.4%2,901.812.9%2,430.5
12.3%
Total CRE & Construction
$8,124.734.7%$8,316.236.1%$8,105.136.2%$7,470.0
37.7%
Consumer RE
3,680.715.7%3,540.415.3%3,099.213.8%3,068.6
15.5%
Consumer and other
485.52.1%459.22.0%379.51.7%289.3
1.5%
Total Other
$4,166.217.8%$3,999.617.3%$3,478.715.5%$3,357.9
17.0%
Total loans
$23,414.3100.0%$23,058.5100.0%$22,424.5100.0%$19,788.0
100.0%
29
($ in millions)TOTAL PINNACLETN/AL LOANSCAROLINAS/ VA LOANSGEORGIAOTHER UNIT LOANS*
Amts.
4Q21
Amts.
4Q20
Amts.
4Q21
Amts.
4Q20
Amts.
4Q21
Amts.
4Q20
Amts.
4Q21
Amts.
4Q20
Amts.
4Q21
Amts.
4Q20
C&I$7,703.5$6,239.6$5,139.7$4,401.3$1,187.3$871.4$142.1$28.9$1,234.4$938.0
C&I –Paycheck Protection Program371.11,798.9------371.11,798.9
CRE –Owner Occ.3,048.82,802.21,656.01,595.61,141.1990.0157.857.893.9158.8
Total C&I & O/O CRE$11,123.4$10,840.7$6,795.7$5,996.9$2,328.4$1,861.4$299.9$86.7$1,699.4$2,895.7
CRE –Investment4,607.04,565.01,616.41,848.92,884.32,606.555.87.450.5102.2
CRE –Multifamily and other 614.7638.3430.2471.3161.2165.721.0-2.31.3
C&D and Land2,903.02,901.81,629.61,609.71,173.31,256.170.42.029.734.0
Total CRE & Construction$8,124.7$8,105.1$3,676.2$3,929.9$4,218.8$4,028.3$147.2$9.4$82.5$137.5
Consumer RE3,680.73,099.22,317.01,828.21,238.31,142.145.914.679.5114.3
Consumer and other485.5379.5173.5165.740.440.12.20.4269.4173.3
Total Other$4,166.2$3,478.7$2,490.5$1,993.9$1,278.7$1,182.2$48.1$15.0$348.9$287.6
Total Loans$23,414.3$22,424.5$12,962.4$11,920.7$7,825.9$7,071.9$495.2$111.1$2,130.8$3,320.8
Average Ticket Size (in ‘000s)
$310.8$279.2$434.8$407.8$249.8$223.7$984.6$218.0$158.0$854.8
Balance Sheet –Loan Portfolio –Market Segmentation
Note: Percentages noted in red text represent year-over-year growth rates.
*: Represents mortgage, associate banking, automobile finance and various other business lines.
30
Balance Sheet –Loan Portfolio –CRE Segmentation
($ in millions)
Total NOO and MultifamilyTotal ConstructionTotal NOO and Construction
Amts.
4Q21
Amts.
3Q21
Amts.
4Q20
Amts.
4Q21
Amts.
3Q21
Amts.
4Q20
Amts.
4Q21
Amts.
3Q21
Amts.
4Q20
Multifamily
$602.0$609.2$618.3$705.7$761.2$750.9$1,307.7$1,370.4$1,369.2
Hospitality
843.0830.9830.824.783.995.0867.7914.8925.8
Retail
1,275.31,277.71,284.3157.8168.7191.01,433.11,446.31,475.3
Office
822.8820.1807.0149.6199.7186.1972.41,019.8993.1
Warehouse
639.9700.2643.5413.6350.9355.31,053.51,051.1998.8
Medical
479.5431.6523.376.883.0103.9556.3514.5627.2
Other
559.2549.5496.11,374.81,449.71,219.61,934.01,999.21,715.7
Total
$5,221.7$5,219.2$5,203.3$2,903.0$3,097.0$2,901.8
$8,124.7$8,316.2$8,105.1
Average Ticket Size (in ‘000s)
$1,938.8$1,933.3$1,892.4$681.1$672.5$731.1
$1,168.9$1,140.9$1,207.7
31
32
Rate IndexEnd-of-PeriodWeighted Average Coupon New Loans Originated
At Dec. 31,
2020
At Sep. 30,
2021
At Dec. 31,
2021
YOY Change
As a % of
Total Portfolio
4Q203Q214Q21
Origination
Mix 4Q21
LIBOR/SOFR2.87%2.78%2.75%(0.12)%34.8%3.07%2.62%2.67%39.6%
1-MO LIBOR0.14%0.08%0.10%(0.04)%0.15%0.09%0.09%
Prime3.77%3.76%3.77%(0.00)%17.0%3.89%3.35%3.87%18.5%
FFS target0.25%0.25%0.25%0.00%0.25%0.25%0.25%
Fixedrate4.23%3.98%3.88%(0.35)%43.3%3.84%3.78%3.64%38.8%
5-YR UST0.36%0.96%1.26%0.90%0.37%0.80%1.18%
Total Loans*3.65%3.52%3.47%(0.18)%3.53%3.37%3.30%
*Excludes leases, credit cards, PPP loans and loans HFS; loan yields consider contractual floors for individual loans but exclude the impact of other loan interest rate derivative products.
Balance Sheet –Loan Pricing Information
PPP Program was a Differentiator for Pinnacle
Pinnacle provided needed stimulus to smaller businesses in 2020 and 2021
PPP Trends
$(000’s)
Average
Balances
Aggregate
Yield
Interest
Income
Accretion
Income
Total
Revenues
2Q20$ 1,689,0332.89%$ 4,673$ 7,449$ 12,122
3Q20$ 2,235,2772.77%$ 5,795$ 9,760$ 15,555
4Q20$ 2,111,2824.64%$ 5,223$ 19,421$ 24,644
1Q21$ 2,064,8824.51%$ 5,167$ 17,788$ 22,955
2Q21$ 1,929,3635.47%$ 4,987$ 21,318$ 26,305
3Q21$ 983,4868.54%$ 2,711$ 18,464$ 21,175
4Q21$530,93011.56%$ 1,396$ 14,078$ 15,474
•$371.1 million in PPP balances remain on balance sheet at
Dec. 31, 2021
•Unamortized fees of $15.1 mm at Dec. 31, 2021to be
recognized as loans are paid down or forgiven
33
($000’s)2020 PPP2021 PPPTotals
Total PPP fundings through Dec. 31, 2021$ 2,483,177 $ 933,872$ 3,417,049
Total forgiveness, payoffs processed through
Dec. 31, 2021
$ 2,448,098$ 597,834$ 3,045,931
Net PPP Balances at Dec. 31, 2021$ 35,079$ 336,039$ 371,118
Total fees for PPP fundings$ 77,431$ 46,021$ 123,452
Fee income recognized through Dec. 31, 2021$ 77,203$ 31,108$ 108,311
Fees unrecognized$ 229$ 14,914$ 15,143
Total interest income recognized in 2021$ 7,800$ 6,461$ 14,261
Total fee income recognized in 2021$ 40,539$ 31,108$ 71,647
Total revenues from PPP in 2021$ 48,340$ 37,569$ 85,909
Asset Quality Has Continued to Hold Up
COVID-impacted categories continue to outperform initial expectations
Outstanding Balances% Nonperforming Loans% Classified Loans% Past Due > 30 days
4Q214Q204Q214Q204Q214Q204Q214Q20
Hotels
NOO CRE & Construction$890,535$974,263-0.16%0.25%0.87%--
Paycheck Protection Program 29,07940,165
Retail
C&I, OO CRE & Other$1,275,483$999,2910.01%0.10%0.34%0.54%-0.47%
NOO CRE & Construction1,314,5931,315,7760.02%0.04%0.34%3.16%0.06%0.35%
Paycheck Protection Program 19,554154,872
Restaurants
C&I, OO CRE & Other$444,809$372,9890.07%0.49%1.44%4.77%0.10%0.62%
NOO CRE & Construction150,646157,0190.14%0.24%-2.87%0.14%0.75%
Paycheck Protection Program 82,271166,635
Entertainment
C&I, OO CRE & Other$798,034$729,3950.07%0.22%0.10%0.29%0.07%0.22%
NOO CRE & Construction16,37436,367-----
Paycheck Protection Program 15,14544,494
Total COVID Segments $5,036,525$4,991,2670.03%0.16%0.38%1.69%0.04%0.32%
34
Balance Sheet –Loan Portfolio Lines of Credit
($'s in millions)
6/30/20209/30/202012/31/20203/31/20216/30/20219/30/202112/31/2021
Linked Qtr.
Change
CRE –Investment & Construction
Net Active Balance$4,090.80 $4,067.10$4,106.82$4,051.74$3,921.54$4,040.73$3,727.20($313.53)
Net Available Credit3,029.60 3,060.303,191.473,463.313,841.694,158.194,968.76810.57
Total Exposure7,120.30 7,127.507,298.297,515.067,763.248,198.928,695.96497.04
% Funded57.5%57.1%56.3%53.9%50.5%49.3%42.9%(6.4%)
C&I and O/O CRE
Net Active Balance$3,702.60 $3,630.10$3,367.16$3,428.60$3,658.73$3,939.28$4,148.52$209.23
Net Available Credit4,312.10 4,734.504,674.905,036.065,054.445,403.245,870.42467.18
Total Exposure8,014.70 8,364.608,042.068,464.678,713.179,342.5310,018.94676.41
% Funded46.2%43.4%41.9%40.5%42.0%42.2%41.4%(0.8%)
Consumer
Net Active Balance$1,333.30 $1,302.20$1,571.21$1,511.32$1,597.98$1,597.06$1,608.47$11.41
Net Available Credit1,534.10 1,583.201,826.241,922.711,994.212,062.242,224.75162.52
Total Exposure2,867.60 2,885.603,397.453,434.033,592.193,659.303,833.22173.93
% Funded46.5%45.1%46.2%44.0%44.5%43.6%42.0%(1.7%)
Totals
Net Active Balance$9,126.70 $8,999.40$9,045.19$8,991.67$9,178.25$9,577.07$9,484.18($92.89)
Net Available Credit8,875.80 9,378.009,692.6110,422.0810,890.3411,623.6713,063.941,440.27
Total Exposure18,002.60 18,377.7018,737.8019,413.7520,068.5921,200.7422,548.121,347.38
% Funded50.7%49.0%48.3%46.3%45.7%45.2%42.1%(3.1%)
35
Total Allowance for Credit Losses for loans = $263.2 mm or 1.12% of loans atDecember 31, 2021, or 1.14% excluding PPP loans
(1)Calculation based on end of period loan balance
(2)Net charge-off percentage calculation is annualized and in relation to avg. quarterly loan balances
(3)For a reconciliation of this Non-GAAP financial measures to the comparable GAAP measures, see slide 56-57.
•3
rd
party economic forecast model provides significant inputs into ACL calculation
•Unemployment and GDP are primary economic forecast metrics
•Weighted average of Baseline (50%), Optimistic (20%) and Pessimistic (30%) scenarios used in 4Q 2021
Allowance for
Credit Losses
% of Loans
Off-Balance
Sheet
Total
AtDecember 31, 2020$285,0501.27%
(1)
$23,219$308,269
Net Charge Offs($11,397)
0.20%
(2)
($11,397)
1Q Provision$7,228
-$7,228
AtMarch 31, 2021$280,881
1.22%
(1)
$23,219$304,100
Net Charge Offs($9,968)
0.17%
(2)
($9,968)
2Q Provision$2,834
-
$2,834
AtJune 30, 2021$273,747
1.20%
(1)
$23,219$296,966
Net Charge Offs($9,281)
0.16%
(2)
($9,281)
3Q Provision$4,169
($750)$3,419
AtSeptember 30, 2021$268,635
1.17%
(1)
$22,469$291,104
Net Charge Offs($8,077)
0.14%
(2)
($8,077)
4Q Provision$2,675
-$2,675
AtDecember 31, 2021$263,233
1.12%
(1)
$22,469$285,702
AtDecember 31, 2021Excluding PPP Loans
(3)
1.14%
(1)(3)
Forecasted economicmetrics
(1)
BaseCase Outlook at:1Q222Q223Q224Q22
US UnemploymentRates
3Q214.63%4.26%3.97%3.78%
4Q213.91%3.68%3.49%3.36%
US Real GDP Change
3Q216.84%7.91%8.74%9.39%
4Q216.48%7.54%8.50%9.19%
(1)Weighted metrics are used in PNFP CECL assessment. Unemployment rates are
quarterly averages. US Real GDP rates are change in quarterly GDP from 4Q20.
$32
$28
$24
$21
$18
$15
$-
$25
$50
Remaining Purchase
Accounting Discount Trends
(millions of dollars)
Note: Above amounts not included in ACL balances above
Current Expected Credit Losses
36
Current Expected Credit Losses
Allowance for Credit Losses
December 31, 2020
CECL
March 31, 2021
CECL
June 30, 2021
CECL
September 30, 2021
CECL
December 31, 2021
CECL
Amount% of LoansAmount% of LoansAmount% of LoansAmount% of LoansAmount% of Loans
Commercial and Industrial $ 98,4231.58% *$ 101,0761.59% *$102,1011.51%*$101,1461.43%*$112,3401.46%*
Commercial Real Estate102,4301.28%102,5841.22%98,3921.20%93,2851.14%78,1220.94%
Construction and Land Development 42,4081.46%37,6421.47%33,4871.20%32,8601.06%29,4291.01%
Consumer Real Estate33,3041.07%30,1990.98%30,4450.91%31,0250.88%32,1040.87%
Consumer and Other8,4852.24%9,3802.28%9,3222.12%10,0492.18%11,2382.31%
Allowance for Loan Losses$ 285,0501.38% *$ 280,8811.35%* $ 273,7471.27%*$268,6351.20%*$263,2331.14%*
Reserve for unfunded commitments23,21923,21923,21922,46922,469
Allowance for Credit Losses -Total$ 308,269$ 304,100$296,966$291,104$285,702
*: Reserve percentages for C&I and total loans exclude SBA PPP loans.
For a reconciliation of this Non-GAAP financial measures to the comparable GAAP measures, see slide 56-57.
37
Asset Quality
(*) Excludes past due loans rated substandard
($in millions)December 31, 2021
AS A % OF
TOTALLOANS
September 30, 2021
AS A % OF
TOTALLOANS
December 31, 2020
AS A % OF
TOTALLOANS
NPLs and > 90 days
Const. and land development
$3560.00%$1,6450.01%$1,9540.01%
Consumer RE
10,4080.04%19,3570.08%22,4630.10%
CRE –Owner Occupied
2,6940.01%2,4410.01%10,2300.05%
CRE –Non-Owner Occupied
1,4040.01%1,9010.01%5,2200.02%
Total real estate
$14,8620.06%$25,3440.11%$39,8660.18%
C&I
17,9410.08%22,9930.10%36,0240.16%
Other3740.00%2690.00%3080.00%
Total loans
$33,1770.14%$48,6060.21%$76,1970.34%
Classified loans and ORE
Substandard commercial loans$129,6950.55%$164,8760.72%$222,7960.99%
Doubtful commercial loans-0.00%-0.00%-0.00%
Other impaired loans11,4720.05%21,0580.09%24,5520.11%
90 days past due and accruing (*)1,6070.01%1,9140.01%2,3620.01%
Other real estate8,5370.04%8,4150.04%12,3600.06%
Other repossessed assets-0.00%-0.00%-0.00%
Total$151,3110.65%$196,2630.85%$262,0691.17%
Pinnacle Bank classified asset ratio4.1%5.6%8.1%
38
Balance Sheet –Loan Portfolio
39
-0.20%
-0.10%
0.00%
0.10%
0.20%
0.30%
0.40%
0.50%
0.60%
CREConstructionC&INet commercial charge
offs
Net Commercial Loan Charge Offs by Loan Type
20172018201920202021
-0.50%
0.00%
0.50%
1.00%
1.50%
2.00%
2.50%
3.00%
Consumer REConsumer and otherNet consumer charge offs
Net Consumer Loan Charge Offs by Loan Type
20172018201920202021
Balance Sheet –Loan Portfolio –100/300 Test
($ in thousands)
Description4Q213Q212Q211Q214Q203Q20
Loans secured by real estate:
Construction, land development, and other loans:
1-4 family residentialconstruction loans$625,862$635,470$556,052$548,614$514,819$527,743
Other constructionloans and all land development and other land loans2,277,1552,461.4912,235,5592,020,3552,386,9272,200,696
Loans included in the 100% test$2,903,017$3,096,961$2,791,611$2,568,969$2,901,746$2,728,439
Securedby multifamily (5 or more) residential properties$627,803$664,599$739,788$798,120$663,664$578,948
Loans securedby other nonfarm nonresidential properties4,607,0484,597,7374,644,5514,782,7124,565,0404,648,457
Financed realestate not secured by real estate 452,283389,190490,637510,756475,339503,081
Loansincluded in the 300% test$8,590,150$8,748,487$8,666,587$8,660,556$8,605,789$8,458,925
Total Risk-Based Capital$3,670,111$3,466,596$3,483,255$3,382,393$3,259,538$3,146,468
%ofTotal Risk-Based Capital
100% Test –Constructionand LandDevelopment79%89%80%76%89%87%
300% Test –Construction and Land Development + NOOCRE + Multifamily234%252%249%256%264%269%
40
Balance Sheet –Deposit Portfolio –Market Segmentation
($ in millions)
TOTAL DEPOSITSCORE DEPOSITSNONCORE DEPOSITS
TOTAL PINNACLETRANSACTION AND MMDACDsPUBLIC FUNDS and OTHER DEPOSITS
4Q214Q204Q214Q204Q214Q204Q214Q20
Nashville$13,165.5$10,550.3$12,650.8$9,850.4$351.8$469.5$162.9$230.4
Knoxville2,624.32,295.22,537.22,168.653.690.333.536.3
Music and Entertainment581.8344.6579.7336.21.41.80.76.6
Memphis1,867.21,356.01,659.51,151.3113.8139.593.965.2
Chattanooga1,815.61,508.51,729.51,414.630.146.456.047.5
Birmingham63.4-63.4-----
Huntsville114.9-114.8-0.1---
Total TN/AL$20,232.7$16,054.6$19,334.9$14,921.1$550.8$747.5$347.0$386.0
Greensboro/Highpoint2,862.42,501.42,521.52,077.8226.9269.6114.0154.0
Charlotte1,959.91,572.91,790.41,311.9129.2161.540.399.5
Charleston1,321.41,087.51,209.5944.191.0118.620.924.8
Raleigh980.0777.9931.1716.336.643.612.318.0
Roanoke905.7844.8827.0726.567.896.810.921.5
Greenville455.5370.1390.1287.449.264.616.218.1
Total Carolinas / VA$8,484.9$7,154.6$7,669.6$6,064.0$600.7$754.7$214.6$335.9
Atlanta152.6112.7152.3112.70.3---
Other2,434.34,383.7994.5896.413.814.61,426.03,472.7
Total$31,304.5$27,705.6$28,151.3$21,994.2$1,165.6$1,516.8$1,987.6$4,194.6
Note: Percentages noted in red text represent year-over-year growth rates.
41
Balance Sheet –Bond Portfolio Statistics
●Investmentsto Total Assets of 15.8%
13.3%
2.5%
30.9%
4.3%
2.6%
46.4%
Agency/TreasuryCorporatesMBSAsset BackedCMOsMunicipals
Portfolio: December 31, 2021
Total Investments $6.1billion
Net Unrealized Gain$81.0 million
QuarterDurationAvg. Yield-TE
4Q214.1%2.1%
3Q214.5%2.0%
2Q214.3%2.3%
1Q214.8%2.3%
4Q204.4%2.3%
3Q204.7%2.4%
2Q204.6%2.6%
1Q204.3%2.8%
4Q194.8%2.9%
3Q194.4%3.0%
2Q194.1%3.2%
1Q193.7%3.4%
42
Investment Securities Segmentation
Note: See slide 58for peer group utilized in the above analysis.
Source: S&P Global
76%
78%
75%
76%76%
24%
22%
25%
24%
24%
Dec. 2020Mar. 2021Jun. 2021Sep. 2021Dec. 2021
Effective Bond Portfolio Composition
End of Period
Fixed RateVariable Rate
Balance Sheet –Bond Portfolio
43
2.08
15.8
-
5.0
10.0
15.0
20.0
25.0
30.0
35.0
40.0
-
0.50
1.00
1.50
2.00
2.50
3.00
3.50
4.00
2016Q42017Q12017Q22017Q32017Q42018Q12018Q22018Q32018Q42019Q12019Q22019Q32019Q42020Q12020Q22020Q32020Q42021Q12021Q22021Q32021Q4
% of Total Assets
Bond Yields
PNFP - Bond YieldsPeer Median - Bond Yields
PNFP - % of Total AssetsPeer Median - % of Total Assets
Bond Yield Trends
%age of Total Asset Trends
Interest Rate Sensitivity
▪The balance sheet is asset sensitive, and we are likely to experience only a modest benefit during the first 50bp of hikes with increasing benefit from asset sensitivity thereafter due to
impact of loan floors.
▪Asset sensitivity in a +100bp scenarios is impacted by in-the-money loan floors. There are $4.5b of variable rate loans with in-the-money floors. The first 50bp clears 40% of the floors
and the first 100bp clears 88%.
▪In a +200bp ramp scenario, projected NII increases to +2.6% from 0.6%. In a +200bp shock scenario projected NII increases to +6.7% from 2.8%. The difference between +100/200bp
scenarios represents the impact of the elimination of loan floors.
▪The IRR sensitivity analysis assumes deposit betas based on the prior tightening cycle, which equates to a monthly beta of 58.5%for interest-bearing deposits (ex-CDs) based on the
12/31 deposit mix. Overall deposit beta in last cycle was approximately 40%. Given current industry liquidity levels, we areoptimistic we can outperform historical levels while still
protecting relationship deposits.
▪Other factors that will gradually increase asset sensitivity over time include reinvestment of fixed-rate PPP proceeds, shortening the duration of the securities portfolio, and $230mm of
pay-fixed forward swaps transacted in 2020 that are set to layer into the balance sheet in 2023/2024.
44
Note: We believe our interest rate sensitivity modeling is consistent with regulatory requirements.Our interest rate sensitivity modeling incorporates a number ofbroad assumptions for earnings simulation, including loan and deposit re-pricing characteristics, the rate of loan
prepayments, static balance sheet, etc. Management periodically reviews these assumptions for accuracy based on historical data and future expectations and may change assumptions over time based on better data sources, improved modeling techniques, regulatory changes, etc. Our
ALCO policy requires that the base scenario assumes ALL rates remain flat for the prescribed time periods and is the scenario, including those above, to which all others are compared in order to measure the change in net interest income. Policy limits are applied to the results of certain
modeling scenarios. While the primary policy scenarios focus is on a twelve-month time frame, including the information above, for the earnings simulations model, longer time horizons are also modeled but are not shown herein.
*Most recent IRR sensitivity analysis completed as of 11/30/21
-0.6%
-1.2%
0.2%
0.4%
0.6%
-0.1%
-0.2%
-0.7%
-0.8%
-1.1%
-2.0%
-1.5%
-1.0%
-0.5%
0.0%
0.5%
1.0%
1.5%
2.0%
4Q201Q212Q213Q214Q21*
Net Interest Income %
D
Rate Ramp Scenarios
Ramp +100bpRamp -100bp
-0.7%
-1.0%
1.9%
2.2%
2.8%
-0.3%
-1.8%
-2.0%
-2.1%
-2.5%
-4.0%
-3.0%
-2.0%
-1.0%
0.0%
1.0%
2.0%
3.0%
4.0%
4Q201Q212Q213Q214Q21*
Net Interest Income %
D
Rate Shock Scenarios
Shock +100bpShock -100bp
NIM Adjusted for PPP and Liquidity Impact –4Q21
Estimate PPP and Liquidity Build negatively impacted 4Q21 NIM by 0.25%
(2) Yields computed on tax-exempt instruments on a tax equivalent basis and included $10.1 million of taxable equivalent income for the three months ended Dec. 31, 2021 omparedto $8.4
million for the three months ended Dec. 31, 2020. 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 then current period presented.
(1) Average balances of nonperforming loans are included in the above amounts.
(3) 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.
Actual Avg Balances
4Q21
ProForma
Adjustments
Adjusted Avg
Balances after PF
EntriesInterest
ProForma
Adjustments
Adjusted
Interest after
PF EntriesRates/ Yields
ProForma
Yield/ Rate
Adj.
Adj. Yield/
Rates after
PF Entries
Loans
(1)(2)
$ 23,226$ (531)
a
$ 22,695 $ 230.0 $ (15.5)
a
$ 214.64.04%11.56%
a
3.86%
Securities
(2)
Taxable3,113 3,113 9.79.71.24%1.24%
Tax-exempt2,7012,701 16.9 16.93.04%3.04%
Other1681680.50.51.28%1.28%
Fed funds sold & Interest-
bearing deposits4,188 (3,843)
b
345 2.0 $ (1.8)
b
0.2 0.19%0.19%
b
0.19%
$ 33,395(4,374)$ 29,021 $ 259.2 $ (17.3)$ 241.9 3.20%3.44%
Nonearning assets3,737 3,737
$ 37,132 $ (4,374)$ 32,758
Total deposits and Interest-
bearing liabilities31,549(4,374)
a,b
27,175 20.4(2.8)
a,b
17.60.26%0.26%
a,b
0.26%
Other liabilities321321
Stockholders' equity5,2635,263
$ 37,132$ (4,374)$ 32,758
Net Interest income$ 238.8 $ (14.5)$ 224.3
Net interest margin
(3)
2.96%0.25%3.20%
Pro Forma Adjustments
a Average balances of PPP loans carried during 4Q21 at an average yield of 11.56%; assume funded from all funding sources.
b Estimated average balances of excess liquidity carried during 4Q21 with average yield of 0.19%; assume funded from all funding sources.
45
NIM Adjusted for PPP and Liquidity Impact –3Q21
Estimate PPP and Liquidity Build negatively impacted 3Q21 NIM by 0.17%
(2) Yields computed on tax-exempt instruments on a tax equivalent basis and included $8.5 million of taxable equivalent income for the three months ended September 30, 2021 compared to
$7.3 million for the three months ended September 30, 2020. 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 then current period presented.
(1) Average balances of nonperforming loans are included in the above amounts.
(3) 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.
Actual Avg Balances
3Q21
ProForma
Adjustments
Adjusted Avg
Balances after PF
EntriesInterest
ProForma
Adjustments
Adjusted
Interest after
PF EntriesRates/ Yields
ProForma
Yield/ Rate
Adj.
Adj. Yield/
Rates after
PF Entries
Loans
(1)(2)
$ 22,987$ (984)
a
$ 22,003 $ 233.9 $ (21.2)
a
$ 212.74.13%8.54%
a
3.93%
Securities
(2)
Taxable2,868 2,868 9.09.01.24%1.24%
Tax-exempt2,5832,583 15.9 15.92.93%2.93%
Other1551550.50.51.38%1.38%
Fed funds sold & Interest-
bearing deposits3,588 (3,174)
b
414 1.6 $ (1.5)
b
0.1 0.18%0.18%
b
0.13%
$ 32,181(4,158)$ 28,023 $ 260.9 $ (22.7)$ 238.2 3.32%3.49%
Nonearning assets3,715 3,715
$ 35,896 $ (4,158)$ 31,738
Total deposits and Interest-
bearing liabilities30,379(4,158)
a,b
26,221 23.3(3.2)
a,b
20.10.30%0.30%
a,b
0.30%
Other liabilities340340
Stockholders' equity5,1775,177
$ 35,896$ (4,158)$ 31,738
Net Interest income$ 237.5 $ (19.5)$ 218.1
Net interest margin
(3)
3.03%0.17%3.21%
Pro Forma Adjustments
a Average balances of PPP loans carried during 3Q21 at an average yield of 8.54%; assume funded from all funding sources.
b Estimated average balances of excess liquidity carried during 3Q21 with average yield of 0.18%; assume funded from all funding sources.
46
NIM Adjusted for PPP and Liquidity Impact –2Q21
Estimate PPP and Liquidity Build negatively impacted 2Q21 NIM by 0.17%
(2) Yields computed on tax-exempt instruments on a tax equivalent basis and included $7.9 million of taxable equivalent income for the three months ended June 30, 2021 compared to $6.9
million for the three months ended June 30, 2020. 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 then current period presented.
(1) Average balances of nonperforming loans are included in the above amounts.
(3) 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.
Actual Avg Balances
2Q21
ProForma
Adjustments
Adjusted Avg
Balances after PF
EntriesInterest
ProForma
Adjustments
Adjusted
Interest after
PF EntriesRates/ Yields
ProForma
Yield/ Rate
Adj.
Adj. Yield/
Rates after
PF Entries
Loans
(1)(2)
$ 23,180$ (1,929)
a
$ 21,251 $ 232.8 $ (26.3)
a
$ 206.54.11%5.47%
a
3.98%
Securities
(2)
Taxable2,581 2,581 8.48.41.30%1.30%
Tax-exempt2,4562,456 16.5 16.5 3.25%3.25%
Other1571570.60.61.47%1.47%
Fed funds sold & Interest-
bearing deposits2,986 (2,574)
b
412 1.0 $ (0.9)
b
0.1 0.13%0.13%
b
0.13%
$ 31,360 (4,503)$ 26,857 $ 259.2 $ (27.2)$ 232.1 3.42%3.58%
Nonearning assets3,694 3,694
$ 35,054 $ (4,503)$ 30,551
Total deposits and Interest-
bearing liabilities29,749 (4,503)
a,b
25,246 26.0 (3.9)
a,b
22.10.35%0.35%
a,b
0.35%
Other liabilities265 265
Stockholders' equity5,0405,040
$ 35,054$ (4,503)$ 30,551
Net Interest income$ 233.2 $ (23.2)$ 210.0
Net interest margin
(3)
3.08%0.17%3.25%
Pro Forma Adjustments
a Average balances of PPP loans carried during 2Q21 at an average yield of 5.47%; assume funded from all funding sources.
b Estimated average balances of excess liquidity carried during 2Q21 with average yield of 0.14%; assume funded from all funding sources.
47
NIM Adjusted for PPP and Liquidity Impact –1Q21
Estimate PPP and Liquidity Build negatively impacted 1Q21 NIM by 0.27%
(2) Yields computed on tax-exempt instruments on a tax equivalent basis and included $7.3 million of taxable equivalent income for the three months ended March 31, 2021 compared to $7.0
million for the three months ended March 31, 2020. The tax-exempt benefit has been reduced by the projected impact of tax-exemptincome that will be disallowed pursuant to IRS
Regulations as of and for the then current period presented.
(1) Average balances of nonperforming loans are included in the above amounts.
(3) 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.
Actual Avg Balances
1Q21
ProForma
Adjustments
Adjusted Avg
Balances after PF
EntriesInterest
ProForma
Adjustments
Adjusted
Interest after
PF EntriesRates/ Yields
ProForma
Yield/ Rate
Adj.
Adj. Yield/
Rates after
PF Entries
Loans
(1)(2)
$ 22,848$ (2,065)
a
$ 20,783 $ 227.4 $ (23.0)
a
$ 204.44.11%4.51%
a
4.07%
Securities
(2)
Taxable2,271 2,271 7.77.71.38%1.38%
Tax-exempt2,3952,395 15.5 15.5 3.15%3.15%
Other1601600.60.61.54%1.54%
Fed funds sold & Interest-
bearing deposits3,196 (2,752)
b
445 0.7 $ (0.6)
b
0.1 0.09%0.09%
b
0.09%
$ 30,871 (4,816)$ 26,054 $ 251.9 $ (23.6)$ 228.3 3.41%3.67%
Nonearning assets3,789 3,789
$ 34,659 $ (4,816)$ 29,843
Total deposits and Interest-
bearing liabilities29,373 (4,816)
a,b
24,556 29.0 (4.8)
a,b
24.30.40%0.40%
a,b
0.40%
Other liabilities332 332
Stockholders' equity4,954 4,954
$ 34,659 $ (4,816)$ 29,843
Net Interest income$ 222.9 $ (18.8)$ 204.0
Net interest margin
(3)
3.02%0.27%3.29%
Pro Forma Adjustments
a Average balances of PPP loans carried during 1Q21 at an average yield of 4.51%; assume funded from all funding sources.
b Estimated average balances of excess liquidity carried during 1Q21 with average yield of 0.09%; assume funded from all funding sources.
48
NIM Adjusted for PPP and Liquidity Impact –4Q20
Estimate PPP and Liquidity Build negatively impacted 4Q20 NIM by 0.29%
(2) Yields computed on tax-exempt instruments on a tax equivalent basis and included $8.4 million of taxable equivalent income for the three months ended December 31, 2020 compared to
$8.1 million for the three months ended December 31, 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 then current period presented.
(1) Average balances of nonperforming loans are included in the above amounts.
(3) 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.
Actual Avg Balances
4Q20
ProForma
Adjustments
Adjusted Avg
Balances after PF
EntriesInterest
ProForma
Adjustments
Adjusted
Interest after
PF EntriesRates/ Yields
ProForma
Yield/ Rate
Adj.
Adj. Yield/
Rates after
PF Entries
Loans
(1)(2)
$ 22,525$ (2,110)
a
$ 20,414 $ 232.6 $ (24.6)
a
$ 208.0 4.20%4.64%
a
4.16%
Securities
(2)
Taxable2,236 2,236 7.57.5 1.34%1.34%
Tax-exempt2,3322,332 15.4 15.4 3.16%3.16%
Other1571570.60.61.52%1.52%
Fed funds sold & Interest-
bearing deposits3,464 (2,978)
b
486 0.9 $ (0.8)
b
0.1 0.10%0.11%
b
0.09%
$ 30,714 (5,088)$ 25,626 $ 257.0 $ (25.4)$ 231.6 3.44%3.60%
Nonearning assets3,723 3,723
$ 34,437 $ (5,088)$ 29,348
Total deposits and Interest-
bearing liabilities29,239 (5,088)
a,b
24,150 36.1 (6.3)
a,b
29.80.49%0.49%
a,b
0.49%
Other liabilities346 346
Stockholders' equity4,852 4,852
$ 34,437 $ (5,088)$ 29,348
Net Interest income$ 221.0 $ (19.1)$ 201.9
Net interest margin
(3)
2.97%0.29%3.27%
Pro Forma Adjustments
a Average balances of PPP loans carried during 4Q20 at an average yield of 4.64%; assume funded from all funding sources.
b Estimated average balances of excess liquidity carried during 4Q20 with average yield of 0.11%; assume funded from all funding sources.
49
NIM Adjusted for PPP and Liquidity Impact –3Q20
Estimate PPP and Liquidity Build negatively impacted 3Q20 NIM by 0.40%
(2) Yields computed on tax-exempt instruments on a tax equivalent basis and included $7.3 million of taxable equivalent income for the three months ended Sept. 30, 2020compared 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 then current period presented.
(1) Average balances of nonperforming loans are included in the above amounts.
(3) 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.
Actual Avg Balances
3Q20
ProForma
Adjustments
Adjusted Avg
Balances after PF
EntriesInterest
ProForma
Adjustments
Adjusted
Interest after
PF EntriesRates/ Yields
ProForma
Yield/ Rate
Adj.
Adj. Yield/
Rates after
PF Entries
Loans
(1)(2)
$ 22,493
$
(2,235)
a
$ 20,258 $ 224.5 $ (15.6)
a
$ 208.9 4.04%2.77%
a
4.19%
Securities
(2)
Taxable2,226 2,226 8.38.3 1.43%1.48%
Tax-exempt2,194 2,194 15.0 15.0 3.37%3.29%
Other1521520.60.61.62%1.62%
Fed funds sold & Interest-
bearing deposits3,127 (2,616)
b
511 0.8 $ (0.7)
b
0.1 0.10%0.10%
b
0.10%
$ 30,192 (4,851)$ 25,341 $ 249.2 $ (16.3)$ 232.9 3.38%3.79%
Nonearning assets3,647 3,647
$ 33,839
$
(4,851)$ 28,988
Total deposits and Interest-
bearing liabilities28,731 (4,851)
a,b
23,880 42.6 (7.2)
a,b
35.4 0.59%0.59%
a,b
0.59%
Other liabilities342 342
Stockholders' equity4,766 4,766
$ 33,839
$
(4,851)$ 28,988
Net Interest income$ 206.6 $ (9.0)$ 197.5
Net interest margin
(3)
2.82%0.40%3.22%
Pro Forma Adjustments
a Average balances of PPP loans carried during 3Q20 at an average yield of 2.77%; assume funded from all funding sources.
b Estimated average balances of excess liquidity carried during 3Q20 with average yield of 0.10%; assume funded from all funding sources.
50
NIM Adjusted for PPP and Liquidity Impact –2Q20
Estimate PPP and Liquidity Build negatively impacted 2Q20 NIM by 0.32%
(2) Yields computed on tax-exempt instruments on a tax equivalent basis and included $6.9 million of taxable equivalent income for the three months ended June 30, 2020 compared to $6.9
million for the three months ended June 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 then current period presented.
(1) Average balances of nonperforming loans are included in the above amounts.
(3) 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.
Actual Avg Balances
2Q20
ProForma
Adjustments
Adjusted Avg
Balances after PF
EntriesInterest
ProForma
Adjustments
Adjusted
Interest after
PF EntriesRates/ Yields
ProForma
Yield/ Rate
Adj.
Adj. Yield/
Rates after
PF Entries
Loans
(1)(2)
$ 22,257 $ (1,689)
a
$ 20,568 $ 226.28 $ (12.12)
a
$ 214.16 4.16%2.89%
a
4.27%
Securities
(2)
Taxable2,157 2,157 9.59 9.59 1.79%1.79%
Tax-exempt2,038 2,038 14.60 14.60 3.44%3.44%
Fed funds sold2,619 (1,967)
b
652 1.27 $ (0.42)
b
0.85 0.20%0.09%
b
0.29%
$ 29,071 (3,656)$ 25,415 $ 251.74 $ (12.54)$ 239.20 3.58%3.89%
Nonearning assets3,715 3,715
$ 32,786 $ (3,656)$ 29,130
Total Deposits and
Interest Bearing
Liabilities27,919 (3,656)
a,b
24,263 51.08 (6.69)
a,b
44.39 0.74%0.74%
a,b
0.74%
Other liabilities368 368
Stockholders' equity4,499 4,499
$ 32,786 $ (3,656)$ 29,130
Net Interest income$ 200.66 $ (5.86)$ 194.80
Net interest margin
(3)
2.87%0.32%3.19%
Pro Forma Adjustments
a Average balances of PPP loans carried during 2Q20 at an average yield of 2.89%. Assume funded from all funding sources.
b Estimated average balances of excess liquidity carried during 2Q20 with average yield of 0.09%. Assume funded from all funding sources.
51
Income Statement –Revenue per Common Share
*: excluding gains and losses on sales of investment securities. For a reconciliation of these Non-GAAP financial measures to the comparable GAAP measures, see slide 56-57.
Note: See slide 58 for peer group utilized in the above analysis. Peer group calculated by aggregating total peer revenues by total peer weighted avg. shares for each quarter.
Source: S&P Global
52
$11.10
$11.43
$11.74
$12.13
$12.42
$12.92
$13.44
$13.54
$13.87
$14.05
$14.35
$15.07
$15.78
$16.51
$17.07
$17.50
8.8%
11.3%
11.9%
13.0%
11.9%
13.0%
14.5%
11.6%
11.6%
8.7%
6.8%
11.3%
13.8%
17.5%
19.0%
16.2%
7.3%
6.5%
6.7%
5.8%
5.0%
5.0%
4.3%
5.6%
6.8%
7.7%
3.2%
3.5%
5.8%
4.4%
3.4%
2.0%
4.0%
6.0%
8.0%
10.0%
12.0%
14.0%
16.0%
18.0%
20.0%
$10.00
$10.50
$11.00
$11.50
$12.00
$12.50
$13.00
$13.50
$14.00
$14.50
$15.00
$15.50
$16.00
$16.50
$17.00
$17.50
$18.00
1Q182Q183Q184Q181Q192Q193Q194Q191Q202Q203Q204Q201Q212Q213Q214Q21
Y/Y Revenue per Share Growth
Revenue per Share
LTM Revenue Per Share Growth* vs. Peers
PNFP LTM Revenue/Share*PNFP Y/Y GrowthPeer Median Y/Y Growth
Income Statement –Mortgage Volumes
1.00%
1.50%
2.00%
2.50%
3.00%
3.50%
4.00%
4.50%
5.00%
$25,000
$100,000
$175,000
$250,000
$325,000
$400,000
$475,000
$550,000
$625,000
Purchase Money Refinance Gross fees as a % of loans originated
53
($'s in thousands)
20172018201920202021
PPNR Trends
Net interest income $543,306$ 736,342$ 766,142$821,788$932,401
Noninterest income 144,904200,850263,826317,840395,734
Noninterest expense (366,560)(452,867)(505,148)(564,455)(660,104)
PPNR before adjustments$ 321,650$ 484,325$ 524,820$575,173$668,031
Adjustments to PPNR
Investment (gains) and losses$ 8,265$ 2,254$ 5,941($986)($759)
Loss on sale of non-prime automobile portfolio--1,536--
ORE expense (benefit)1,0797234,2288,555(712)
Merger charges31,8438,259---
FHLB restructuring charges---15,168-
Hedge termination charges---4,673-
Branch rationalization charges--3,189--
Adjusted PPNR $ 362,837$ 495,561$539,714$602,583$666,560
Adjusted PPNR growth rate63.8%36.6%8.9%11.6%10.6%
Net PPNR per share$5.00$6.25$6.84$7.60$8.80
Adjustments to PPNR per share$0.64$0.15$0.19$0.36$0.02
Adjusted Net PPNR per share$5.64$6.40$ 7.03$7.96$8.78
PPNR/share growth rate11.5%13.5%9.8%13.2%10.3%
Income Statement –PPNR
$0
$100
$200
$300
$400
$500
$600
$700
20172018201920202021
Adjusted PPNR
54
BHG Financials
Strong equity to support business model
Source: BHG Internal Data, unaudited.
•Consistent quarterly performance throughout 2021
•Strong cash position, providing increased liquidity
55
($'s in thousands)
4Q 20213Q 20214Q 2020
Interest Income72,528$ 57,401$ 28,321$
Interest Expense13,292 10,285 6,464
Provision for Loan Losses12,148 13,586 6,395
Net Interest Income After Provision for Loan Losses47,088 33,530 15,462
Gains on Loan Sales & Origination Fees129,512 134,558 105,033
Other Income4,699 202 5,331
Total Net Revenues181,299 168,290 125,826
Gross Revenues206,739 192,160 138,684
Salary and Benefits56,330 46,700 39,990
Marketing Expenses45,874 34,735 18,142
Portfolio Expenses5,085 4,777 3,356
Other Expenses17,154 18,798 13,978
Total Operating Expenses124,443 105,010 75,466
Net Earnings56,856$ 63,280$ 50,360$
Profitability Statistics
Earnings to Gross Revenues27.50%32.93%36.31%
Portfolio Mgmt Expense to Gross Revenues14.76%14.91%11.69%
Operating Expenses to Gross Revenues57.73%52.16%52.00%
*3Q 2021 Includes reclass from Other Income to Gains on Loan Sales & Originations Fees
($'s in thousands)
At Dec 31,
2021
At Sep 30,
2021
At Dec 31,
2020
Cash and Cash Equivalents373,149 466,619 226,022
Loans Held for Investment2,051,137 1,704,918 746,667
Allowance for Loan Losses(46,673) (41,860) (20,748)
Loans Held for Sale156,724 164,033 285,537
Premises and Equipment81,076 73,050 45,999
Other Assets109,127 76,545 46,840
Total Assets2,724,542$ 2,443,304$ 1,330,317$
Recourse Obligation207,311 231,435 280,240
Secured Borrowings1,612,423 1,461,750 630,981
Notes Payable364,997 275,476 21,178
Borrower Reimbursable Fee103,720 96,071 73,374
Other Liabilities66,805 46,033 82,361
2,355,256$ 2,110,765$ 1,088,135$
Equity (all Tangible)369,286 332,539 242,182
Total Liabilities & Stockholders Equity2,724,542$ 2,443,304$ 1,330,317$
Loans at Other Bank s4,143,489 4,083,914 3,666,391
Total Loans Outstanding6,147,954 5,746,971 4,392,309
Soundness Statistics:
Cash to Assets13.70%19.10%16.99%
Equity to Assets13.55%13.61%18.20%
Recourse Obligation to Loans at Other Bank s5.00%5.67%7.64%
Total Liabilities
Income Statement
Reconciliation of Non-GAAP Financial Measures
56
Income Statement
Reconciliation of Non-GAAP Financial Measures
57
2022 Peer Group
58
Institution NameTickerCity, State
Pinnacle Financial Partners, Inc.PNFPNashville, TN
Comerica Inc. CMADallas, TX
First Horizon Corp. FHNMemphis, TN
Zions Bancorp. NAZIONSalt Lake City, UT
Synovus Financial Corp.SNVColumbus, GA
Cullen/Frost Bankers, Inc.CFRSan Antonio, TX
Wintrust Financial CorporationWTFCRosemont, IL
Valley National BancorpVLYNew York, NY
South State CorporationSSBWinter Haven, FL
F.N.B. CorporationFNBPittsburgh, PA
UMB Financial CorporationUMBFKansas City, MO
Prosperity Bancshares, Inc.PBHouston, TX
PacWest BancorpPACWBeverly Hills, CA
Hancock Whitney CorporationHWCGulfport, MS
Bank United Inc.BKUHouston, TX
Commerce Bancshares, Inc.CBSHKansas City, MO
Associated Banc-corpASBGreen Bay, WI
Umpqua Holdings CorporationUMPQPortland, OR
Cadence BankCADETupelo, MS
United Bankshares Inc.
UBSICharleston, WV
Fulton Financial CorporationFULTLancaster, PA
Bank OZKOZKLittle Rock, AR
Simmons First National CorporationSFNCPine Bluff, AR
Investor Call
FOURTH QUARTER 2021
M. TERRY TURNER, PRESIDENT AND CEO
HAROLD R. CARPENTER, EVP AND CFO
PNFP 3Q22 Earnings Conference Call Slides
guidanceUploaded 4/9/2026by pdf-importType: presentationPublished 9/15/2022
Content preview
Investor Call
THIRD QUARTER 2022
M. TERRY TURNER, PRESIDENT AND CEO
HAROLD R. CARPENTER, EVP AND CFO
October 19, 2022
Time: 8:30 AM CT
Webcast: www.pnfp.com(investor relations)
Safe Harbor Statements
Forward Looking Statements
All statements, other than statements of historical fact, included in this presentation, 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 Secur...
Show full content (81,087 chars)
Investor Call
THIRD QUARTER 2022
M. TERRY TURNER, PRESIDENT AND CEO
HAROLD R. CARPENTER, EVP AND CFO
October 19, 2022
Time: 8:30 AM CT
Webcast: www.pnfp.com(investor relations)
Safe Harbor Statements
Forward Looking Statements
All statements, other than statements of historical fact, included in this presentation, 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," "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) deterioration in the financial condition of borrowers of Pinnacle Bank and its subsidiaries or BHG, including
as a result of the negative impact of inflationary pressures on our and BHG's customers and their businesses resulting in significant increases in loan losses and provisions for those losses and, in the case of BHG, substitutions; (ii)
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; (iii) adverse conditions in the national or local economies including in Pinnacle Financial'smarkets throughout Tennessee, North Carolina, South Carolina, Georgia,
Alabama and Virginia,particularly in commercial and residential real estate markets; (iv) the inability of Pinnacle Financial, or entities in which it has significant investments, like BHG, to maintain the long-term historical growth
rate of its, or such entities', loan portfolio; (v) the ability to grow and retain low-cost core deposits and retain large, uninsured deposits, including during times when Pinnacle Bank is seeking to limit the rates it pays on deposits;
(vi) changes in loan underwriting, credit review or loss reserve policies associated with economic conditions, examination conclusions, or regulatory developments; (vii) effectiveness of Pinnacle Financial'sasset management
activities in improving, resolving or liquidating lower-quality assets; (viii) the impact of competition with other financial institutions, including pricing pressures and the resulting impact on Pinnacle Financial’sresults, including as a
result of compression to net interest margin; (ix) the effects of new outbreaks of COVID-19, including actions taken by governmental officials to curb the spread of the virus, and the resulting impact on general economic and
financial market conditions and on Pinnacle Financial'sand its customers' business, results of operations, asset quality and financial condition; (x) the efficacy of vaccines againstthe COVID-19 virus, including new variants; (xi) the
results of regulatory examinations; (xii) Pinnacle Financial'sability to identify potential candidates for, consummate, and achieve synergies from, potential future acquisitions; (xiii) difficulties and delays in integrating acquired
businesses or fully realizing costs savings and other benefits from acquisitions; (xiv) BHG's ability to profitably grow its business and successfully execute on its business plans; (xv) risks of expansion into new geographic or product
markets; (xvi) any matter that would cause Pinnacle Financial to conclude that there was impairment of any asset, including goodwill or other intangible assets; (xvii) the ineffectiveness of Pinnacle Bank's hedging strategies, or
the unexpected counterparty failure or hedge failure of the underlying hedges; (xviii) 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; (xix) deterioration in the valuation of other real estate owned and
increased expenses associated therewith; (xx) 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; (xxi) approval of the
declaration of any dividend by Pinnacle Financial'sboard of directors; (xxii) 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; (xxiii) 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 PinnacleFinancial or Pinnacle Bank have significant investments, like BHG, and the development of
additional banking products for Pinnacle Bank's corporate and consumer clients; (xxiv) 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 or all or a portion of their ownership interests in BHG (triggering a similar sale by Pinnacle Financial and Pinnacle Bank); (xxv) changes in state and federal
legislation, regulations or policies applicable to banks and other financial service providers, like BHG, including regulatory or legislative developments; (xxvi) fluctuations in the valuations of Pinnacle Financial'sequity investments
and the ultimate success of such investments; (xxvii) the availability of and access to capital; (xxviii) 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 ofPinnacle Bank's participation in and execution of government programs related to the COVID-19
pandemic; and (xxix) general competitive, economic, political and market conditions. Additional factors which could affect the forward lookingstatements can be found in Pinnacle Financial'sAnnual Report on Form 10-K for the
year ended December 31, 2021, and subsequently filed Quarterly Reports on Form 10-Q 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 presentation, which speak only as of the date hereof, whether as a result of new information, future events or otherwise.
2
Safe Harbor Statements
Non-GAAP Financial Matters
This presentation contains certain non-GAAP financial measures, including, without limitation, earnings per diluted common share, PPNR, efficiency ratio and the ratio of noninterest expense to average
assets, excluding in certain instances the impact of expenses related to other real estate owned, gains or losses on sale of investment securities, FHLB restructuring charges, hedge termination charges
and other matters for the accounting periods presented. This presentation also includes non-GAAP financial measures which exclude the impact of loans originated and forgiven and repaid under the PPP.
This presentation may also contain certain other non-GAAP capital ratios and performance measures that exclude the impact of goodwill and core deposit intangibles associated with Pinnacle Financial's
acquisitions of BNC, Avenue Bank, Magna Bank, CapitalMarkBank & Trust, Mid-America Bancshares, Inc., Cavalry Bancorp, Inc. and other acquisitions which collectively are less material to the non-GAAP
measure as well as the impact of Pinnacle Financial'sSeries B Preferred Stock. The presentation of the non-GAAP financial information is not intended to be considered in isolation or as a substitute for
any measure prepared in accordance with GAAP. Because non-GAAP financial measures presented in this presentation are not measurements determined in accordance with GAAP and are susceptible to
varying calculations, these non-GAAP financial measures, as presented, may not be comparable to other similarly titled measures presented by other companies.
Pinnacle Financial believes that these non-GAAP financial measures facilitate making period-to-period comparisons and are meaningful indications of its operating performance. In addition, because
intangible assets such as goodwill and the core deposit intangible, and the other items excluded each vary extensively from company to company, Pinnacle Financial believes that the presentation of this
information allows investors to more easily compare Pinnacle Financial'sresults to the results of other companies. Pinnacle Financial'smanagement utilizes this non-GAAP financial information to
compare Pinnacle Financial'soperating performance for 2022 versus certain periods in 2021 and to internally prepared projections.
3
3Q22 Financial Dashboard
Key success measures including earnings per share growth, revenue growth,
tangible book value accretion, core loan growth, net interest income growth, and
asset quality all continue to be strong.
4
NCOs
Classified Asset Ratio
NPA/ Loans & ORE
Shareholder Value Dashboard
3Q22 Summary Results of Key GAAPMeasures
5
PNFP’s Median Quarterly Performance of 0.40%
PNFP’s Median Quarterly Performance of 0.10%
PNFP’s Median Quarterly Performance of 11.2%
Total Revenues
FD EPS
Net Income Available to
Common Shareholders
Total Loans
(millions)
Total Deposits
(millions)
Book Value per Common Share
FD EPS*
CAGR 11.7%
3Q22 AGR 10.8%
Classified Asset Ratio
NCOs
NPA/ Loans & ORE
Tangible Book Value per Share**
Total Loans
(millions)
Adjusted Pre-Tax Pre-Provision
Net Income*
Total Revenues*
CAGR 14.2%
3Q22 AGR 21.0%
Total Core Deposits
(millions)
*: excluding merger-related charges, gains and losses on sales of investment securities, ORE expense (income), loss on sale of non-prime automobile portfolio, branch rationalization charges, FHLB restructuring charges and hedge termination charges. PPNR
represents pre-tax, pre-provision net revenues.
**: excluding goodwill, core deposit and other intangible assets
Note: For a reconciliation of these Non-GAAP financial measures to the comparable GAAP measures, see slides 57-59.
CAGR 11.8%
3Q22 AGR 20.9%
CAGR 16.7%
3Q22 AGR 9.8%
CAGR 12.5%
3Q22 AGR 3.4%
CAGR 13.7%
3Q22 AGR 34.8%
6
PNFP’s Median Quarterly Performance of 11.2%
PNFP’s Median Quarterly Performance of 0.10%
PNFP’s Median Quarterly Performance of 0.40%
Shareholder Value Dashboard
3Q22 Summary Results of Key Non-GAAPMeasures
Client Acquisition Strategies Are Yielding Results
Loan growth is a result of successful execution of several growth strategies
7
Net Loan Growth –YTD 2022 –Strategic Decisions:
•Asset Generators -$224 million
•BHG, JBB and Advocate Capital
•Strategic Expansion -$1.39 billion
•ATL, DC, B’ham, H’ville, Franchise Finance, Equipment Finance, etc.
•Recruiting Impact -$1.08 billion
•New RMs hired in past 2.5 years other than in our strategic market expansions
•Legacy market growth still the largest component -$1.96 billion
Note:Strategic expansion volumes include certain loans that are recorded in the various geographies (as detailed on slide 29) but for illustration purposes above are included as Strategic Expansion loans due to the relationship managers being assignedtoa specialty lending unit.
8
As of 9/30/2022
MarketMonths
since Launch
HeadcountRevenue
Producers
Loan
Commitments
(in millions)
Loan
Outstandings
(in millions)
Deposits
(in millions)
Georgia344627$1,455$773$442
Alabama153018$570$410$341
National Capital102415$217$90$71
Specialty Lending215538$2,397$1,495$653
Balance Sheet Momentum Should Persist
We are able to capitalize on disruption in our markets to attract associates and clients
9
StateOverall State
Y-Y Growth %
Pinnacle Y-Y
Growth %
Tennessee4.2%13.9%
North Carolina9.4%12.9%
South Carolina8.7%11.1%
Virginia10.7%21.0%
Georgia10.0%154.6%
Deposit Market Share
Ability to Take Deposit Share Bodes Well for Funding Growth
Assuming M2 contracts, the only mechanism for growth is market share take away
Source: FDIC.gov
Note: Deposit market share as of June 30, 2022
10
Small Business Net Promoter Score
($1-10MM in sales)
PromotersPassivesDetractors
Note: Net Promoter Score equals Promoters minus Detractors. Evaluations are based on a 0-10 scale, “0” not at all likely to “10”extremely likely. Promoter = 9,10; Passive = 7,8; Detractor = 0-6.
Question: How likely are you to recommend (Lead Provider) to a friend or colleague using a scale of 0-10 where "0" means Not At All Likely and "10" means Extremely Likely?
Source: 2022 Coalition Greenwich Associates Market Tracking Program (Pinnacle Financial –Total Footprint -$1-500MM –Q2 2022 R4Q -Banking).
44%
44%
32%
72%
50%
76%
33%
32%
32%
20%
36%
22%
24%
24%
36%
8%
14%
0%10%20%30%40%50%60%70%80%90%100%
Large Regional AQ2 2022
National AQ2 2022
National BQ2 2022
Large Regional BQ2 2022
Large Regional CQ2 2022
Pinnacle FinancialQ2 2022
20
20
-4
64
36
74
Net
Promoter
Middle Market Net Promoter Score
($10-500MM in sales)
46%
46%
27%
69%
57%
81%
36%
36%
47%
23%
36%
19%
18%
17%
26%
9%
7%
0%10%20%30%40%50%60%70%80%90%100%
28
29
1
60
50
81
Net
Promoter
Large Regional AQ2 2022
National AQ2 2022
National BQ2 2022
Large Regional BQ2 2022
Large Regional CQ2 2022
Pinnacle FinancialQ2 2022
Culture and Talent Attraction Create Raving Fans
Raving fans fuel meaningful growth in share
11
Small Business Momentum
($1-10MM in Sales)
At Risk of Losing BusinessExpect to Earn More Business
Question: Of the banks you use, which of your banks are most at risk of losing share of your banking business over the next 6-12months? Which banks do you expect to gain a larger share of your banking business in the next 6-12 months?
Source: 2022 Coalition Greenwich Associates Market Tracking Program (Pinnacle Financial –Footprint -$1-$500mm –Q2 2022 R4Q –Banking.)
-18%
-19%
-22%
-16%
-16%
-5%
24%
27%
15%
28%
24%
46%
-30%-20%-10%0%10%20%30%40%50%
Large Regional A
National A
National B
Large Regional B
Large Regional C
Pinnacle Financial
Q2 2022
Q2 2022
Q2 2022
Q2 2022
Q2 2022
Q2 2022
6%
8%
-7%
12%
8%
41%
Net
3%
0%
-8%
22%
6%
29%
Net
Q2 2022
Q2 2022
Q2 2022
Q2 2022
Q2 2022
Q2 2022
-19%
-18%
-21%
-10%
-16%
-2%
22%
18%
13%
32%
22%
31%
-30%-20%-10%0%10%20%30%40%50%
Large Regional A
National A
National B
Large Regional C
Large Regional D
Pinnacle Financial
Middle Market Business Momentum
($10 -$500MM in sales)
Culture and Talent Attraction Create Raving Fans
Raving fans fuel meaningful growth in share
3Q22 Financial Information
3Q22 financial results reflect PNFP’s continued success in seizing the opportunity to
gather valuable talent and clients from vulnerable competitors. In spite of the
current rising rate environment, loan and client deposit growth were substantial in
the third quarter, as was net interest income.
12
PNFP Linked-Quarter Annualized Average Loan Growth was 25.6% in 3Q22
Linked-quarter annualized average loan growth ex-PPP was 26.6%*
Average Loan Growth and Loan Yields
13
3Q22 Loan Highlights
•EOP linked-quarter annualized loan growth of 21.6%
excluding decline in PPP.
•Estimating low 20% EOP loan growth for FY 2022 given
current economic conditions, recent hires and
momentum in our new markets.
•Estimate cumulative loan beta will settle around 60%
for 2022. Current planning assumption of Fed funds
terminal rate of 4.5% by y/e 2022.
13.3%
11.7%
4.2%
11.7%
27.0%
0.0%
5.0%
10.0%
15.0%
20.0%
25.0%
30.0%
EOP Loan Growth^
^: Excludes PPP loans
*: YTD Annualized
$8,558
$9,817
$15,017
$15,520
$15,957
$16,730
$17,259
$17,630
$17,938
$18,611
$19,217
$19,600
$20,009
$22,257
$22,493
$22,525
$22,848
$23,180
$22,986
$23,226
$23,849
$25,397
$27,021
4.49%
4.73%
3.20%
3.40%
3.60%
3.80%
4.00%
4.20%
4.40%
4.60%
4.80%
5.00%
5.20%
5.40%
$2,000
$4,000
$6,000
$8,000
$10,000
$12,000
$14,000
$16,000
$18,000
$20,000
$22,000
$24,000
$26,000
$28,000
Loan Yields
Average Loans
(millions)
50%
34%
52%
59%
61%
60%60%
0%
25%
50%
75%
Individual Rate Hike Beta Trends for Loans
Cumulative Loan Beta –
Estimatedat 60% for 2022
Deposit Growth Rebounded in Third Quarter
Seasonal tailwinds and new hire momentum drove 9.8% linked-quarter annualized core deposit growth
14
3Q22 Deposit Highlights
•Experienced strong deposit growth during the quarter.
Average total deposits up 20.6% linked quarter annualized.
EOP core deposit growth increased to 9.8% linked-quarter
annualized in 3Q22.
•Average noninterest-bearing deposits up slightly Q/Q while
quarter end noninterest bearing deposits declined to $10.6B
•Avg. deposit costs increased from 0.23% to 0.66% for the
quarter. On-the-spot deposit rates approximated 1.06% at
Sept. 30, 2022. Estimating 40% deposit beta as we close
2022.
Deposit RateTranches
Sep. 30, 2021
EOP Rates
Jun. 30, 2022
EOP Rates
Sep. 30, 2022
EOP Rates
Sep 30, 2022
% of Totals
Noninterestbearing---------31.4%
Interest-bearing:
Rate sheet
0.05%0.44%1.16%25.7%
Negotiated
0.22%0.58%1.38%23.1%
Indexed
0.27%1.54%2.91%11.3%
CDs
0.56%0.91%1.38%8.5%
TotalIBD
0.22%0.67%1.55%68.6%
Total
0.15%0.44%1.06%100.0%
$9,099
$10,394
$15,828
$16,092
$16,281
$16,949
$18,113
$18,368
$18,358
$18,865
$19,778
$20,079
$20,680
$24,807
$26,352
$27,193
$27,621
$28,014
$28,740
$30,034
$31,539
$31,484
$33,108
0.66%
0.00%
0.25%
0.50%
0.75%
1.00%
1.25%
1.50%
$2,000
$6,000
$10,000
$14,000
$18,000
$22,000
$26,000
$30,000
$34,000
Deposit Costs
Average Deposits (millions)
Average Deposit Growth
Avg. DepositsCost of Deposits
8%
24%
29%
35%
44%
48%
52%
0%
25%
50%
75%
Individual Rate Hike Beta Trends for Total Deposits
Cumulative Deposit Beta –
Estimated at 40% for 2022
Excess Liquidity Remains Available to Fund Loan Growth
Asset mix normalization wasa NIM tailwind in 3Q
3Q22 Liquidity Highlights
•30 bps in NIM expansion in 3Q compared to 28 bps in 2Q
•Average FFS, IB cash & Repo balances decreased to 6.7% of
earning assets in 3Q22 compared to 7.7% in 2Q22 and 2.7%
in pre-pandemic 1Q20.
•30% of securities portfolio is now floating rate up from 24%
a year ago, resulting in increasing yields.
•HTM classification, along with floating rate securities,
results in approximately 63% of portfolio protected from
interest rate valuation adjustments.
*Adjusted NIM excludes the impact of liquidity build and the PPP lending programs. See slides 43-52 for a reconciliation of reported NIM to adjusted NIM.
15
3.28%
2.87%
2.82%
2.97%
3.02%
3.08%
3.03%
2.96%
2.89%
3.17%
3.47%
3.19%
3.22%
3.27%
3.29%
3.25%
3.21%
3.20%
3.18%
3.29%
3.56%
2.70%
2.80%
2.90%
3.00%
3.10%
3.20%
3.30%
3.40%
3.50%
3.60%
3.70%
1Q202Q203Q204Q201Q212Q213Q214Q211Q222Q222Q22
Reported NIM vs. Adjusted NIM
NIM (GAAP)NIM (Adjusted)*
2.00%
2.25%
2.50%
2.75%
3.00%
3.25%
$3,000
$3,500
$4,000
$4,500
$5,000
$5,500
$6,000
$6,500
$7,000
1Q202Q203Q204Q201Q212Q213Q214Q211Q222Q223Q22
Average Quarterly Yield
Average Blalances ($ in millions)
Quarterly Avg. Securities
Avg. SecuritiesYield
0.00%
0.25%
0.50%
0.75%
1.00%
1.25%
1.50%
1.75%
2.00%
2.25%
2.50%
$0
$500
$1,000
$1,500
$2,000
$2,500
$3,000
$3,500
$4,000
$4,500
$5,000
1Q202Q203Q204Q201Q212Q213Q214Q211Q222Q223Q22
Average Quarterly Yield
Average Balances ($ in millions)
Quarterly Avg. FFS, IB Cash & Repos
Avg. FFS, IB Cash & ReposYield
PNFP’s Asset Quality Has Continued to Hold Up
Asset quality metrics remain at historically low levels
16
3Q22 Asset Quality Highlights
•Client selection remains our most valuable
credit attribute
•ACL to total loans increased to 1.04%.
•Credit officers more diligent on stress
testing given economic climate and more
active in segment monitoring and
concentration limits, particularly in
Construction and CRE.
0.10%0.10%
0.23%
0.16%0.16%
Net Charge-offs
0.55%
0.53%
0.40%
0.24%
0.15%
NPA/ Loans & ORE
13.7%
13.5%
9.9%
5.6%
2.6%
Classified Asset Ratio
0.25%
0.24%
0.11%
0.09%
0.13%
Past Dues as a % of Total Loans
Land / Spec A&D
Malls, Big Box Retail
High Rise Apartments & Condo’s
Hospitality
Office
Student Housing
Senior Housing
Self-Storage
Retail –Grocery Store Anchored
Retail –Build to Suit
1-4 Resi. Pre-Sold
Medical Office
Multifamily
Industrial/Warehouse
CRE Appetite by Segment
3Q222Q223Q21
Linked-Quarter
Annualized
Growth %
Year-over-Year
Growth %
Service charges
$10,906$11,616$11,435
(24.4%)(4.6%)
Investment services
10,78013,2059,648
(73.5%)11.7%
Trust fees
5,7066,0655,049
(23.7%)13.0%
Insurance commissions
2,9282,5542,557
58.6%14.5%
Gain on mortgage loans sold, net
1,1172,1507,814
(>100%)(85.7%)
Investment gains, net217--
NMNM
Income from equity method investment (BHG)41,34149,46530,409
(65.7%)35.9%
Other:
Interchange and other consumer fees17,64219,21615,298
(32.8%)15.3%
Bank-owned life insurance5,6585,1244,741
41.7%19.3%
Loan swap fees1,1871,6681,579
(>100%)(24.8%)
SBA loans sales 1,5761,5623,814
3.6%(58.7%)
Income from other equity investments7256,6698,604
(>100%)(91.6%)
Other5,0226,2083,147
(76.4%)59.6%
Total noninterest income$104,805$125,502$104,095
(66.0%)0.7%
Noninterest income/Average Assets1.03%1.30%1.15%
(83.1%)(10.4%)
Adjusted noninterest income**$104,588$125,502$104,095
(66.7%)0.5%
Adjusted noninterest Income**/Total Avg. Assets
1.03%1.30%1.15%
(83.1%)(10.4%)
Adjusted noninterest Income**/Total Avg. Assets^
1.03%1.30%1.18%
(83.1%)(12.7%)
**:Excluding gains and losses on sales of investment securities. For a reconciliation of these Non-GAAP financial measures to the comparable GAAP measures, see slides 57-59.
^: Excluding the impact of PPP loans on average assets
PNFP Fees Decline After Substantial Fee Results Last Quarter
PNFP continues focus on gathering more share of wallet from client base
17
•Service charges impacted by change in overdraft
/ NSF fee assessment policies.
•Wealth management groups were negatively
impacted by market volatility.
•Residential mortgage business is negatively
impacted by an increase in interest rates, housing
costs increases and reductions in inventories.
•Income from BHG remains strong. Year-over-year
revenues up more than 35%.
•Other noninterest income for 3Q22 includes
declines in income from other equity-method
investments.
*:Excluding the impact of ORE expense (income).
**: Excluding the impact of ORE expense (income) and securities gains and losses, net. For a reconciliation of these Non-GAAP
financial measures to the comparable GAAP measures, see slide 57-59.
Investing in New Markets / Talent Drive Expense Growth
Incentive expenses fluctuations positively correlate with earnings
18
3Q222Q223Q21
Linked-Quarter
Annualized Growth %
Year-over-Year
Growth %
Salaries and employee benefits: Salaries$74,776$70,405$61,382
24.8%21.8%
Commissions6,1886,3536,097
(10.4%)1.5%
Cash and equity incentives 30,74731,80830,169
(13.3%)1.9%
Employee benefits and other18,19918,04514,758
3.4%23.3%
Total salaries and benefits$129,910$126,611$112,406
10.4%15.6%
Equipment and occupancy
27,88626,92123,71214.3%17.6%
Other real estate, net
(90)86(79)(>100%)13.8%
Marketing and other business development
4,9584,7593,32516.7%49.1%
Postage and supplies
2,7952,3202,08381.9%34.2%
Amortization of intangibles
1,9512,0512,088(19.5%)(6.6%)
Other noninterest expense:
Deposit related expense6,6897,3115,754
(34.0%)16.2%
Lending related expense13,22414,74410,137
(41.2%)30.5%
Wealth management expense590630464
(25.4%)27.2%
Other noninterest expense11,34010,6058,96127.7%26.5%
Total$31,843$33,290$25,316
(17.4%)25.8%
Total noninterest expense$199,253$196,038$168,851
6.6%18.0%
Efficiency ratio48.5%50.3%49.4%
(14.3%)(1.8%)
Expense/Total Average Assets1.95%2.03%1.87%
(15.8%)4.3%
Adjustednoninterest expense *$199,343$195,952$168,930
6.9%18.0%
Efficiency ratio **
48.6%50.2%49.5%
(12.7%)(1.8%)
Adjustednoninterest expense*/Total avg. assets1.95%2.03%1.87%
(15.8%)4.3%
Headcount (FTE)3,184.53,074.02,769.5
14.4%15.0%
•Salary and benefit costs increase from the same
quarter last year reflects the impact of 15+%
increase in FTEs.
•Revenue producer hires at 118 in first nine
months of 2022 compared to 93 in 2021.
•Anticipated cash incentives for 3Q22 increased
over 3Q21 in anticipation of maximum payouts in
relation to target awards as YTD 2022 earnings
remain strong.
Preservation and Growth in Tangible Book Value Remains a Critical Focus
Third quarter reflects growth in TBV/Share year-over-year
15.0%
19.0%
14.8%
14.2%
-0.3%
2018
2019
2020
2021
YTD 2022
Focused on preserving and growing
TBV per common share
**: excluding goodwill, core deposit and other intangible assets
Note: For a reconciliation of these Non-GAAP financial measures to the comparable GAAP measures, see slides 57-59.
Peer group noted on slide 60.
19
•Dividends –
•Dividends per common share of $0.22 in 3Q22.
•Share Buy Back Program –
•Board authorized a $125.0 million plan on January 18, 2022to commence when prior
plan expired on March 31, 2022; new plan approved through March 31, 2023; no shares
repurchased YTD in 2022 or anticipated to be repurchased this year under the most
recent authorization.
•Tangible Book Value per Common Share Growth –
•Tangible book value per common share at Sept. 30, 2022up 3.6% from Sept. 30, 2021.
•Tangible book value down year-to-date 2022 due in large part to a downward market
value adjustment of approximately $342 million on the firm’s available-for-sale
investment securities portfolio as a result of rising rates.
•Change in tangible book value per common share in comparison to peers added as a
performance component to leadership equity compensation plan in 2021 and remains a
component in 2022.
•Potential Capital Actions –
•To support our anticipated growth, evaluating a Holdco debt raise to supplement Tier II
capital ratios.
$26.21
$31.60
$35.68
$40.98
$42.44
Tangible Book Value per
Common Share**
Bankers Healthcare Group
BHG’s differentiated model has proven very resilient with continued strong originations,
loan sales and yield/spread premium. The gain on sale model continues to provide
meaningful earnings to BHG and to Pinnacle even as BHG has increased the mix toward
balance sheet spread income via securitizations. Capital and reserve levels support a very
sound balance sheet.
20
BHG Business Model Drives Outperformance
•3Q22 was the 9th consecutive record origination quarter in
the history of BHG
•Net interest spreads (~10%+) have been resilient for several
years in spite ofinterest rate fluctuations. BHG largely
maintained its historical spreads in Q3 by increasing gross
coupons >100bps and holding the increase bank buy rates
below market trends
•BHG’s vast bank funding platform continues to provide ready
liquidity and differentiates BHG from other online lenders
Source: BHG Internal Data –charts exclude impact of PPP and SBA loans originated by BHG. Furthermore, borrower coupon rates include all loans originated by BHG including loans retained by
BHG on balance sheet as well as loans sold to other banks.
BHG remains on pace for another record year of originations in 2022
BHG continues to originate loans at record levels while maintaining strong yields
13.5%
13.8%
13.9%
13.6%13.6%
13.4%
13.9%
13.9%
14.0%
14.2%
15.5%
5.2%
5.6%
4.9%
4.3%
4.0%
3.7%
3.4%
3.2%
3.1%
4.4%
5.8%
0%
2%
4%
6%
8%
10%
12%
14%
16%
1Q202Q203Q204Q201Q212Q213Q214Q211Q222Q223Q22
Borrower CouponBank Buy Rate
-
200
400
600
800
0
200
400
600
800
1,000
1,200
1,400
1,600
20172018201920202021TTM
Bank Network Trends
Total Banks in NetworkUnique Buyers
Total Banks in Network
Unique Buyers Each Period
21
$429
$375
$452
$528
$628
$714
$727
$739
$855
$1,054
$1,165
$381
$387
$400
$388
$443
$393
$383
$377
$343
$658
$555
$0
$200
$400
$600
$800
$1,000
$1,200
$1,400
1Q202Q203Q204Q201Q212Q213Q214Q211Q222Q223Q22
OriginationsPlacements
Loan Originations and Placements
Coupon and Buy Rates
•Estimated Accrual increased to ~5.28% of total
loans outstanding (loans sold to other banks) after
considering the potential impact of current
macroeconomic pressures.
BHG Credit Quality Continues to Impress
Sophisticated credit scoring models produce impressive results
Accrual for loan subs and prepayments (Note)
(Green Bars –Balance of loans in bank network, $s in millions)
Note: Accrual is a liability on BHG’s balance sheet set aside to cover losses attributable to
acceptance of substitutions from loans previously sold to banks in the BHG network.
Source: BHG Internal Data
BHG’s On Balance Sheet Reserves Remain Strong
BHG increased their accrual for loan substitutions in 2Q22 and again in 3Q22
22
4.20%
3.79%
3.73%
3.22%
3.74%
4.56%
4.71%
4.62%
7.64%
5.00%
5.28%
$-
$500
$1,000
$1,500
$2,000
$2,500
$3,000
$3,500
$4,000
$4,500
$5,000
0.00%
1.00%
2.00%
3.00%
4.00%
5.00%
6.00%
7.00%
8.00%
9.00%
20122013201420152016201720182019202020213Q22
Total Ending Balance at outside banks only ($millions)Recourse Obligation as a % of Outstanding
3.79%
2.94%
2.95%
1.83%
2.68%
3.25%
2.72%
2.47%
2.87%
2.51%
1.82%
0.25%
0.36%
0.33%
0.58%
0.99%
1.30%
1.45%
1.16%
1.38%
2.13%
2.18%
4.04%
3.31%
3.28%
2.40%
3.66%
4.55%
4.17%
3.64%
4.26%
4.64%
4.00%
0.00%
1.00%
2.00%
3.00%
4.00%
5.00%
6.00%
Substitution and Prepayment Losses as % of
Sold Loan Balances
Credit Loss %Prepayment Loss %
•FICO scores continue to reflect a high caliber borrower base
•Average FICO scores of 733 at origination for loans outstanding at
Sep 30, 2022
•Weighted average annual income of BHG borrower base
approximates $287,000.
•Historical credit results indicate that 70% of losses occur
within first 36 months of origination
•Data is through Sep 30, 2022. Steady improvement in
credit over past 7-8 years.
BHG Credit Quality Continues to Impress
Sophisticated credit scoring models produce impressive results
Historical FICO Scores
Source: BHG Internal Data
BHG’s Strong Credit Quality Remains a Differentiator
Vintage analysis demonstrates continued strength in asset quality
23
0%10%20%30%40%50%60%70%80%90%100%
2022
2020
2018
2016
2014
2012
2010
2008
2006
2004
2002
<650650-699700-749750-799>800
BHG Revises YOY Growth to >25% in 2022
Alternative revenue channels remain in pipeline
Other 3Q22 Highlights
•Closed $412mm BHG 2022-C securitization in September.
•Fitch/KBRA rated AAA on Class A (39%), all classes IG
•Borrowers -WAR 15.02%. Avg. Balance $86.7K. WA Fico 735.
•Securitization WAR of 7%, exclusive of servicing fees of ~1.03%
•KBRA upgraded rating for Class A of 2021-A (Sept ’22) to AAA
•Now all Sr. tranches of past six transactions rated AAA
•All tranches rated investment grade
•More than $2 billion in cumulative securitization volume across six deals
through the ABS market
BHG Future Growth opportunities
•Deeper penetration for Core Product, < 1% of market share currently
•Expansion of credit card platform to medical and other professionals as
well as potential alliances with Banks and other FinTechs
•Launched POS for elective medical procedures as well as other retail and
home improvement financing outlets
•White label consumer lending platform with Bank Network
•Leverage partnership with Pinnacle to develop deposit products for
medical and other professionals
24
$77
$104
$183
$172
$241
$0
$100
$200
$300
$400
201720182019202020212022 (fc)
BHG Pre-Tax Earnings
($ millions)
BHG estimates pre-tax earnings
growth in 2022 of >25%
$711
$873
$1,449
$1,785
$2,808
$0
$500
$1,000
$1,500
$2,000
$2,500
$3,000
$3,500
$4,000
201720182019202020212022 (fc)
BHG Loan Originations
($ billions)
BHG estimates loan origination
growth in 2022 of >50%
PNFP Remains Optimistic about 2022
We remain confident in our model to produce outsized revenue and earnings growth
2022 Outlook –as of October 18, 2022 (Note)
Y/Y End of Period Loan Growth•We anticipate low 20s percentage loan growth for 2022 end-of-year balances over 2021 year-end levels.
Y/Y End of Period DepositGrowth•We anticipate 2022 end-of-year balances will produce high-single digit percentage growth when compared to 2021 end-of-year balances.
Net interest income•GAAP net interest income growth for 2022 is estimated to be low 20s percentage growth from 2021 primarily due to increases in rates and
volumes in 2022. Our planning assumption contemplates a federal funds rate of approximately 4.50% by year end 2022.
Fee income•We estimate that fee growth should approximate high-single digit percentage growth for those categories of non-interest income other
than income we receive from BHG and from our other equity investments, which we are not forecasting given the uncertainty with respect
to amounts and timing of any such income. We estimate fee income from BHG will grow by at least 25% in FY22 over FY21 levels.
Expenses•We plan to continue to aggressively recruit the best revenue producers in our markets which would also require increased infrastructure
support. As a result, inclusive of increased incentive accruals and the addition of JB&B, we anticipate total expenses in 2022 to
approximate high-teens percentage increases in 2022 over 2021.
Asset quality•Thus far, our asset quality measurements remain solid as we enter 4Q22. We believe our ACL in relation to total loans is likely to
approximate our 3Q22 results. Our planning assumption is that net charge-offs in 4Q will be consistent with 3Q.
25
Note: 2022 outlook is based on current facts and circumstances. Our outlook is subject to change based on numerous factors whichmay require us to change our outlook at any time. These factors
may include, among the other risks described herein, changes in operating strategy, balance sheet positioning or macroeconomic factors such as significant changes in interest rates from those we
are modeling. See slide 2 of these materials for more information.
Q&A
THIRD QUARTER 2022
26
Supplemental Information
Slide #
•Balance Sheet28
•Income Statement53
•Peer Group60
27
Balance Sheet –Loan Portfolio Segments
($ in millions)Amts.
3Q22
%
3Q22
Amts.
2Q22
%
2Q22
Amts.
3Q21
%
3Q21
Amts.
3Q20
%
3Q20
C&I
$9,738.335.1%$9,244.735.1%$7,079.430.7%
$6,144.927.4%
C&I –Paycheck Protection Program
10.70.0%51.10.2%708.73.1%
2,251.010.0%
CRE –Owner Occ.
3,426.312.4%3,243.012.3%2,954.612.8%
2,748.112.2%
Total C&I & O/O CRE
$13,175.347.5%$12,538.847.6%$10,742.746.6%
$11,144.049.6%
CRE –Investment
5,122.118.5%4,909.618.6%4,597.720.0%
4,648.520.7%
CRE –Multifamily and other
1,042.93.8%952.03.6%621.52.7%
572.02.6%
C&D and Land
3,549.012.8%3,386.912.9%3,097.013.4%
2,728.412.1%
Total CRE & Construction
$9,714.035.1%$9,248.535.1%$8,316.236.1%
$7,948.935.4%
Consumer RE
4,271.915.4%4,047.115.4%3,540.415.3%
3,041.013.5%
Consumer and other
550.52.0%498.81.9%459.22.0%
343.51.5%
Total Other
$4,822.417.4%$4,545.817.3%$3,999.617.3%
$3,384.515.0%
Total loans
$27,711.7100.0%$26,333.1100.0%$23,058.5100.0%
$22,477.4100.0%
28
($ in millions)
TOTAL PINNACLEC&I & O/O CRECRE & CONSTRUCTIONOTHER LOANS*
Amts.
3Q22
Amts.
3Q21
Amts.
3Q22
Amts.
3Q21
Amts.
3Q22
Amts.
3Q21
Amts.
3Q22
Amts.
3Q21
Nashville
$7,998.3$6,846.4$3,551.9$3,022.4$2,829.2$2,510.2$1,617.2$1,313.8
Knoxville
1,953.91,864.61,122.71,070.0430.8483.5400.4311.1
Chattanooga
1,719.91,543.11,021.1877.2344.4353.8354.4312.1
Memphis
1,944.71,619.11,065.6858.6516.8473.9362.3286.6
Huntsville
41.415.425.012.5(0.1)0.916.42.0
Birmingham
369.123.4336.123.423.9-9.1-
Total Tennessee /AL
$14,027.3$11,912.0 $7,122.5$5,864.1$4,145.0$3,822.3 $2,759.8$2,225.6
Greensboro/High Point
2,121.81,715.1754.4594.41,069.2870.3298.2250.4
Charlotte
3,036.52,433.7779.8574.21,713.31,413.0543.4446.5
Raleigh
1,663.31,407.4302.5249.11,222.81,015.8138.0142.5
Charleston
987.5853.2224.5194.3517.0420.7246.0238.2
Greenville
546.1422.6193.1117.5279.3245.173.760.0
Roanoke
710.1591.2307.5170.8289.1315.6113.5104.8
Washington, D.C.
89.8-59.5-28.4-1.9-
SBA Lending Team
171.8142.3157.3127.412.413.92.11.0
Total Carolina/VA
$9,326.9$7,565.5$2,778.6$2,027.7$5,131.5$4,294.4$1,416.8$1,243.4
Atlanta
772.4344.5377.4194.7322.7110.8 72.339.0
Specialty Lending*
1,494.4825.4 1,221.0679.8 88.611.2184.8134.4
Paycheck ProtectionProgram
10.7708.710.7708.7----
Other
2,080.01,702.41,665.11,267.726.277.5388.7357.2
Total
$27,711.7$23,058.5$13,175.3$10,742.7$9,714.0$8,316.2 $4,822.4$3,999.6
Balance Sheet –Loan Portfolio –Market Segmentation
Note: Percentages noted in red text represent year-over-year growth rates.
*: Represents mortgage, associate banking, automobile finance and various other business lines.
29
Balance Sheet –Loan Portfolio –CRE Segmentation
($ in millions)
Total NOO and MultifamilyTotal ConstructionTotal NOO and Construction
Amts.
3Q22
Amts.
2Q22
Amts.
3Q21
Amts.
3Q22
Amts.
2Q22
Amts.
3Q21
Amts.
3Q22
Amts.
2Q22
Amts.
3Q21
Multifamily
$1,071.3$996.4$609.2$848.4$819.4$761.2$1,919.7$1,815.8$1,370.4
Hospitality
785.2778.4830.912.921.783.9798.1800.1914.8
Retail
1,531.71,422.71,277.7250.3219.0168.71,782.01,641.71,446.3
Office
845.7850.5820.1259.5232.8199.71,105.21,083.31,019.8
Warehouse
866.9779.6700.2631.3600.3350.91,498.21,379.91,051.1
Medical
758.1713.9431.6160.0133.783.0918.1847.6514.5
Other
306.1320.1549.5$1,386.61,360.01,449.71,692.71,680.11,999.2
Total
$6,165.0$5,861.6$5,219.2$3,549.0$3,386.9$3,097.0
$9,714.0$9,248.5$8,316.2
Average Ticket Size (in ‘000s)
$2,259.7$2,185.2$1,933.3$763.9$725.9$672.5
$1,317.5$1,259.5$1,140.9
30
31
Rate IndexPortfolio Snapshot: End-of-PeriodWeighted Average Coupon Loan Originations: Quarterly Average Rate
At Sep. 30,
2021
At Jun. 30,
2022
At Sep. 30,
2022
YOY Change
As a % of
Total Portfolio
3Q212Q223Q22
Origination
Mix 3Q22
LIBOR/SOFR2.78%3.61%4.97%2.19%37.1%2.62%3.79%4.99%46.2%
1-MO LIBOR0.08%1.79%3.14%3.06%0.09%1.02%2.47%
Prime3.76%4.93%6.42%2.66%16.3%3.35%4.99%6.51%18.3%
FFS target0.25%1.75%3.25%3.00%0.25%0.96%2.39%
T-Bill4.12%4.06%4.17%0.05%4.7%3.58%4.49%5.26%2.8%
5-YR UST0.96%3.04%4.09%3.13%0.80%2.95%3.23%
FixedRate3.98%3.84%3.93%(0.05)%42.0%3.78%4.22%4.94%32.6%
Total Loans*3.52%3.95%4.73%1.21%100.0%3.37%4.21%5.26%100.0%
*Excludes leases, credit cards, PPP loans and loans HFS; loan yields consider contractual floors for individual loans but exclude the impact of other loan interest rate derivative products.
Balance Sheet –Loan Pricing Information
PPP Program was a Differentiator for Pinnacle
Pinnacle provided needed stimulus to smaller businesses in 2020 and 2021
PPP Trends
$(000’s)
Average
Balances
Aggregate
Yield
Interest
Income
Accretion
Income
Total
Revenues
2Q20$ 1,689,0332.89%$ 4,673$ 7,449$ 12,122
3Q20$ 2,235,2772.77%$ 5,795$ 9,760$ 15,555
4Q20$ 2,111,2824.64%$ 5,223$ 19,421$ 24,644
1Q21$ 2,064,8824.51%$ 5,167$ 17,788$ 22,955
2Q21$ 1,929,3635.47%$ 4,987$ 21,318$ 26,305
3Q21$ 983,4868.54%$ 2,711$ 18,464$ 21,175
4Q21$530,93011.56%$ 1,396$ 14,078$ 15,474
1Q22$255,63716.96%$ 667$ 10,172$ 10,839
2Q22$84,69819.23%$ 225$ 3,906$ 4,131
3Q22$28,18811.37%$ 76$ 732$ 808
•$10.7 million in PPP balances remain on balance sheet at Sept.
30, 2022
•Unamortized fees of $332.5m at Sept. 30, 2022to be
recognized as loans are paid down or forgiven
32
($000’s)2020 PPP2021 PPPTotals
Total PPP fundings$ 2,483,177 $ 933,872$ 3,417,049
Total forgiveness, payoffs processed through
Sept. 30, 2022
$ 2,479,744$ 926,582$ 3,406,326
Net PPP Balances at Sept. 30, 2022$ 3,433$ 7,290$ 10,723
Total fees for PPP fundings$ 77,431$ 46,021$ 123,452
Fee income recognized in prior years$ 77,203$ 31,108$ 108,311
Fee income recognized in 2022$ 221$ 14,588$ 14,809
Fees unrecognized$ 7$ 325$ 332
Total interest income recognized in 2022$ 145$ 823$ 968
Total fee income recognized in 2022$ 221$ 14,588$ 14,809
Total revenues from PPP in 2022$ 366$ 15,411$ 15,777
Balance Sheet –Loan Portfolio Lines of Credit
($'s in millions)
3/31/20216/30/20219/30/202112/31/20213/31/20226/30/20229/30/2022
Linked Qtr.
Change
CRE –Investment & Construction
Net Active Balance$4,051.74$3,921.54$4,040.73$3,727.20$4,096.40$4,389.62$4,743.41$353.79
Net Available Credit3,463.313,841.694,158.194,968.765,347.776,145.466,556.19410.73
Total Exposure7,515.067,763.248,198.928,695.969,444.1810,535.0811,299.60764.52
% Funded53.9%50.5%49.3%42.9%43.4%41.7%42.0%0.3%
C&I and O/O CRE
Net Active Balance$3,428.60$3,658.73$3,939.28$4,148.52$4,471.15$4,973.23$5,378.49$405.26
Net Available Credit5,036.065,054.445,403.245,870.426,129.816,147.206,576.16428.96
Total Exposure8,464.678,713.179,342.5310,018.9410,600.9611,120.4311,954.65834.22
% Funded40.5%42.0%42.2%41.4%42.2%44.7%45.0%0.3%
Consumer
Net Active Balance$1,511.32$1,597.98$1,597.06$1,608.47$1,589.27$1,850.23$1,837.93($12.30)
Net Available Credit1,922.711,994.212,062.242,224.752,403.492,477.992,707.66229.67
Total Exposure3,434.033,592.193,659.303,833.223,992.764,328.224,545.59217.37
% Funded44.0%44.5%43.6%42.0%39.8%42.7%40.4%(2.3%)
Totals
Net Active Balance$8,991.67$9,178.25$9,577.07$9,484.18$10,156.82$11,213.08$11,959.83$746.75
Net Available Credit10,422.0810,890.3411,623.6713,063.9413,881.0814,770.6415,840.021,069.38
Total Exposure19,413.7520,068.5921,200.7422,548.1224,037.9025,983.7227,799.851,816.13
% Funded46.3%45.7%45.2%42.1%42.3%43.2%43.0%(0.2%)
33
Total Allowance for Credit Losses for loans = $288.1 mm or 1.04% of loans at September 30, 2022
(1)Calculation based on end of period loan balance
(2)Net charge-off percentage calculation is annualized and in relation to avg. quarterly loan balances
(3)For a reconciliation of this Non-GAAP financial measure to the comparable GAAP measure, see slide 59-60.
•3
rd
party economic forecast model provides significant inputs into ACL calculation
•Unemployment and GDP are primary economic forecast metrics
•Weighted average of Baseline (40%), Optimistic (30%) and Pessimistic (30%) scenarios used in 3Q 2022
Allowance for
Credit Losses
% of Loans
Off-Balance
Sheet
Total
At September 30, 2021$268,6351.17%
(1)
$22,469$291,104
Net Charge Offs($8,077)
0.14%
(2)
($8,077)
4Q Provision$2,675
-$2,675
At December 31, 2021$263,233
1.12%
(1)
$22,469$285,702
Net Charge Offs($2,958)
0.05%
(2)
($2,958)
1Q Provision$1,343
$500$1,843
At March 31, 2022$261,618
1.07%
(1)
$22,969$284,587
Net Charge Offs($877)
0.01%
(2)
($877)
2Q Provision$11,742
$1,000$12,742
At June 30, 2022$272,483
1.03%
(1)
$23,969$296,452
Net Charge Offs($10,983)
0.16%
(2)
($10,983)
3Q Provision$26,588
$500$27,088
At September 30, 2022$288,088
1.04%
(1)
$24,469$312,557
At September 30, 2022 Excluding PPP Loans
(3)
1.04%
(1)(3)
Forecasted economicmetrics
(1)
BaseCase Outlook at:4Q221Q232Q233Q23
US UnemploymentRates
2Q223.34%3.39%3.43%3.47%
3Q223.69%3.78%3.94%3.99%
US Real GDP Change
2Q221.82%2.40%2.99%3.65%
3Q22(0.07%)0.26%0.70%1.32%
(1)Weighted metrics are used in PNFP CECL assessment. Unemployment rates are
quarterly averages. US Real GDP rates are change in quarterly GDP from 4Q21.
Current Expected Credit Losses
34
Current Expected Credit Losses
Allowance for Credit Losses
September 30, 2021
CECL
December 31, 2021
CECL
March 31, 2022
CECL
June 30, 2022
CECL
September 30, 2022
CECL
Amount% of LoansAmount% of LoansAmount% of LoansAmount% of LoansAmount% of Loans
Commercial and Industrial $101,1461.43%*$112,3401.46%*$112,4121.37%*$125,7721.36%*$140,2851.44%*
Commercial Real Estate93,2851.14%78,1220.94%75,5840.88%72,1560.79%70,6330.74%
Construction and Land Development 32,8601.06%29,4291.01%29,8230.91%28,6810.85%28,6210.81%
Consumer Real Estate31,0250.88%32,1040.87%32,3200.85%33,8830.84%35,4650.83%
Consumer and Other10,0492.18%11,2382.31%11,4792.35%11,9912.40%13,0842.38%
Allowance for Loan Losses$268,6351.20%*$263,2331.14%*$261,6181.07%*$272,4831.04%*288,0881.04%*
Reserve for unfunded commitments22,46922,46922,96923,96924,469
Allowance for Credit Losses -Total$291,104$285,702$284,587$296,452$312,557
*: Reserve percentages for C&I and total loans exclude SBA PPP loans.
For a reconciliation of this Non-GAAP financial measure to the comparable GAAP measure, see slide 57-59.
35
Asset Quality
(*) Excludes past due loans rated substandard
($in millions)September 30, 2022
AS A % OF
TOTALLOANS
June 30, 2022
AS A % OF
TOTALLOANS
September 30, 2021
AS A % OF
TOTALLOANS
NPLs and > 90 days
Const. and land development
$1030.00%$4030.00%$1,6450.01%
Consumer RE
14,6900.05%9,7540.04%19,3570.08%
CRE –Owner Occupied
2,4170.01%2,7560.01%2,4410.01%
CRE –Non-Owner Occupied
1,2440.00%2,1840.01%1,9010.01%
Total real estate
$18,4540.07%$15,0970.06%$25,3440.11%
C&I
21,6330.08%3,7040.01%22,9930.10%
Other7850.00%4980.00%2690.00%
Total loans
$40,8720.15%$19,2990.07%$48,6060.21%
Classified loans and ORE
Substandard commercial loans$78,3660.28%$91,5190.35%$164,8760.72%
Doubtful commercial loans-0.00%-0.00%-0.00%
Other impaired loans15,0800.05%9,0030.03%21,0580.09%
90 days past due and accruing (*)6,6350.02%3,7120.01%1,9140.01%
Other real estate7,7870.03%8,2370.03%8,4150.04%
Other repossessed assets-0.00%-0.00%-0.00%
Total107,8680.39%$112,4710.43%$196,2630.85%
Pinnacle Bank classified asset ratio2.6%2.9%5.6%
36
Balance Sheet –Loan Portfolio
37
-0.10%
0.00%
0.10%
0.20%
0.30%
0.40%
0.50%
0.60%
0.70%
0.80%
0.90%
1.00%
CREConstructionC&IConsumer REConsumer and
other
Total net charge
off rates
Net Loan Charge Offs by Loan Type
2019202020212022
Balance Sheet –Loan Portfolio –100/300 Test
($ in thousands)
Description3Q222Q221Q224Q213Q212Q21
Loans secured by real estate:
Construction, land development, and other loans:
1-4 family residentialconstruction loans$792,046$754,325$701,029$625,862$635,470$556,052
Other constructionloans and all land development and other land loans2,756,9252,632,5412,576,0002,277,1552,461.4912,235,559
Loans included in the 100% test$3,548,971$3,386,866$3,277,029$2,903,017$3,096,961$2,791,611
Securedby multifamily (5 or more) residential properties$1,046,914$968,717$744,498$627,803$664,599$739,788
Loans securedby other nonfarm nonresidential properties5,122,1274,909,5984,707,7614,607,0484,597,7374,644,551
Financed realestate not secured by real estate 421,389436,674405,738452,283389,190490,637
Loansincluded in the 300% test$10,139,400$9,701,855$9,135,026$8,590,150$8,748,487$8,666,587
Total Risk-Based Capital$4,155,586$3,877,155$3,748,002$3,670,111$3,466,596$3,483,255
%ofTotal Risk-Based Capital
100% Test –Constructionand LandDevelopment85%87%87%79%89%80%
300% Test –Construction and Land Development + NOOCRE + Multifamily244%250%244%234%252%249%
38
Balance Sheet –Deposit Portfolio –Market Segmentation
($ in millions)
TOTAL DEPOSITSCORE DEPOSITSNONCORE DEPOSITS
TOTAL PINNACLETRANSACTION AND MMDACDsPUBLIC FUNDS and OTHER DEPOSITS
3Q223Q213Q223Q213Q223Q213Q223Q21
Nashville$ 13,372.2$ 12,207.1$ 12,685.9$ 11,649.4$ 419.7$ 376.2$266.6$ 181.5
Knoxville2,436.42,373.12,307.52,283.879.053.349.936.0
Memphis2,091.51,782.41,825.21,556.5152.0130.9114.395.0
Chattanooga2,020.61,731.91,864.91,636.481.133.574.662.0
Birmingham124.725.4122.425.41.3-1.0-
Huntsville216.218.2209.418.21.4-5.4-
Total TN/AL$ 20,261.6$ 18,138.1$ 19,015.3$ 17,169.7$ 734.5$ 593.9$ 511.8$ 374.5
Greensboro/High Point2,994.42,690.62,640.52,346.2245.8223.1108.1121.3
Charlotte1,998.61,849.81,798.91,645.1132.8136.166.968.6
Charleston1,473.91,330.61,323.51,213.5114.495.536.021.6
Raleigh959.4897.6903.2848.043.537.912.711.7
Roanoke988.5846.4891.3761.974.271.523.013.0
Greenville462.5405.2379.4335.254.352.728.817.3
Washington, D.C.71.2-70.9-0.3---
Total Carolinas / VA$ 8,948.5$ 8,020.2$ 8,007.7$ 7,149.9$ 665.3$ 616.8$ 275.5$ 253.5
Atlanta441.6156.3431.4156.34.2-6.0-
Specialty Lending 653.1464.4650.2462.21.51.51.40.7
Other3,385.22,590.81,228.01,005.010.715.12,146.51,570.7
Total$ 33,690.0$ 29,369.8$ 29,332.6$ 25,943.1$ 1,416.2$ 1,227.3$ 2,941.2$2,199.4
Note: Percentages noted in red text represent year-over-year growth rates.
39
Balance Sheet –Bond Portfolio Statistics
●Investmentsto Total Assets of 15.8%
16.3%
1.8%
25.9%
5.2%
2.4%
48.4%
Agency/TreasuryCorporatesMBSAsset BackedCMOsMunicipals
Portfolio: September 30, 2022
Total Investments $6.5 billion
Net Unrealized Gain (Loss) ($263.9) million
QuarterDurationAvg. Yield-TE
3Q224.9%2.7%
2Q224.6%2.3%
1Q224.4%2.1%
4Q214.1%2.1%
3Q214.5%2.0%
2Q214.3%2.3%
1Q214.8%2.3%
4Q204.4%2.3%
3Q204.7%2.4%
2Q204.6%2.6%
40
Investment Securities Segmentation
Note: See slide 60for peer group utilized in the above analysis.
Source: S&P Global
76%76%
77%
72%
70%
24%
24%
23%
28%
30%
Sep. 2021Dec. 2021Mar. 2022Jun. 2022Sep. 2022
Effective Bond Portfolio Composition
End of Period
Fixed RateVariable Rate
Balance Sheet –Bond Portfolio
41
2.66
15.8
-
5.0
10.0
15.0
20.0
25.0
30.0
35.0
40.0
0.00
0.50
1.00
1.50
2.00
2.50
3.00
3.50
4.00
2017Q12017Q22017Q32017Q42018Q12018Q22018Q32018Q42019Q12019Q22019Q32019Q42020Q12020Q22020Q32020Q42021Q12021Q22021Q32021Q42022Q12022Q22022Q3
% of Total Assets
Bond Yields
PNFP - Bond YieldsPeer Median - Bond Yields
PNFP - % of Total AssetsPeer Median - % of Total Assets
Interest Rate Sensitivity
▪The IRR sensitivity analysis assumes deposit betas based on the prior tightening cycle, which equates to approximately 55% for interest-bearing deposits and 40% for total deposits.
Given current industry liquidity levels, we are optimistic we can outperform historical levels while still protecting relationship deposits.
▪With substantially all floating rate loans above floors as of 9/30, the asset side of the balance sheet is positioned to fully reflect the impact of additional Fed rate hikes
42
Note: We believe our interest rate sensitivity modeling is consistent with regulatory requirements.Our interest rate sensitivity modeling incorporates a number ofbroad assumptions for earnings simulation, including loan and deposit re-pricing characteristics, the rate of loan
prepayments, static balance sheet, etc. Management periodically reviews these assumptions for accuracy based on historical data and future expectations and may change assumptions over time based on better data sources, improved modeling techniques, regulatory changes, etc. Our
ALCO policy requires that the base scenario assumes ALL rates remain flat for the prescribed time periods and is the scenario, including those above, to which all others are compared in order to measure the change in net interest income. Policy limits are applied to the results of certain
modeling scenarios. While the primary policy scenarios focus is on a twelve-month time frame, including the information above, for the earnings simulations model, longer time horizons are also modeled but are not shown herein.
*Most recent IRR sensitivity analysis completed as of 8/31/22
-1.2%
0.2%
0.4%
0.7%
1.6%
1.2%
1.1%
-1.0%
1.9%
2.2%
2.8%
3.7%
2.9%
2.1%
-2.0%
-1.0%
0.0%
1.0%
2.0%
3.0%
4.0%
1Q212Q213Q214Q211Q222Q223Q22*
Net Interest Income %
D
Rising Rate Ramp & Shock Scenarios
Ramp +100bpShock +100bp
NIM Adjusted for PPP and Liquidity Impact –3Q22
Estimate PPP and Liquidity Build negatively impacted 3Q22 NIM by 0.09%
(2) Yields computed on tax-exempt instruments on a tax equivalent basis and included $10.8 million of taxable equivalent income for the three months ended Sep. 30, 2022compared to $8.5
million for the three months ended Sep. 30, 2021. 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 then current period presented.
(1) Average balances of nonperforming loans are included in the above amounts.
(3) 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.
Actual Avg Balances
3Q22
ProForma
Adjustments
Adjusted Avg
Balances after PF
EntriesInterest
ProForma
Adjustments
Adjusted
Interest after
PF EntriesRates/ Yields
ProForma
Yield/ Rate
Adj.
Adj. Yield/
Rates after
PF Entries
Loans
(1)(2)
$ 27,021$ (28)
a
$ 26,993 $ 315.9 $ (0.8)
a
$ 315.14.73%11.37%
a
4.73%
Securities
(2)
Taxable3,436 3,436 18.218.22.10%2.10%
Tax-exempt3,1063,106 21.4 21.43.28%3.28%
Other1891891.91.94.06%4.06%
Fed funds sold & Interest-
bearing deposits2,412(1,701)
b
711 14.3 $ (10.1)
b
4.2 2.35%2.35%
b
2.35%
$ 36,164(1,729)$ 34,435 $ 371.8 $ (10.9)$ 360.9 4.20%4.28%
Nonearning assets4,300 4,300
$ 40,464$ (1,729)$ 38,735
Total deposits and Interest-
bearing liabilities34,761(1,729)
a,b
33,032 66.0(3.3)
a,b
62.70.75%0.75%
a,b
0.75%
Other liabilities300300
Stockholders' equity5,4035,403
$ 40,464$ (1,729)$ 38,735
Net Interest income$ 305.8 $ (7.6)$ 298.2
Net interest margin
(3)
3.47%0.09%3.56%
Pro Forma Adjustments
a Average balances of PPP loans carried during 3Q22 at an average yield of 11.37%; assume funded from all funding sources.
b Estimated average balances of excess liquidity carried during 3Q22 with average yield of 2.35%; assume funded from all funding sources.
43
NIM Adjusted for PPP and Liquidity Impact –2Q22
Estimate PPP and Liquidity Build negatively impacted 2Q22 NIM by 0.12%
(2) Yields computed on tax-exempt instruments on a tax equivalent basis and included $9.6 million of taxable equivalent income for the three months ended Jun. 30, 2022 compared to $7.9
million for the three months ended Jun. 30, 2021. 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 then current period presented.
(1) Average balances of nonperforming loans are included in the above amounts.
(3) 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.
Actual Avg Balances
2Q22
ProForma
Adjustments
Adjusted Avg
Balances after PF
EntriesInterest
ProForma
Adjustments
Adjusted
Interest after
PF EntriesRates/ Yields
ProForma
Yield/ Rate
Adj.
Adj. Yield/
Rates after
PF Entries
Loans
(1)(2)
$ 25,398$ (85)
a
$ 25,313 $ 252.2 $ (4.1)
a
$ 248.14.07%19.56%
a
4.02%
Securities
(2)
Taxable3,421 3,421 12.712.71.49%1.49%
Tax-exempt3,0263,026 19.9 19.93.19%3.19%
Other1781781.11.12.51%2.51%
Fed funds sold & Interest-
bearing deposits2,659(2,062)
b
597 6.5 $ (5.0)
b
1.5 0.97%0.97%
b
0.97%
$ 34,682(2,147)$ 32,535 $ 292.4 $ (9.1)$ 283.3 3.49%3.61%
Nonearning assets4,099 4,099
$ 38,781$ (2,147)$ 36,634
Total deposits and Interest-
bearing liabilities33,224(2,147)
a,b
31,077 27.8(1.8)
a,b
26.00.34%0.34%
a,b
0.34%
Other liabilities241241
Stockholders' equity5,3165,316
$ 38,781$ (2,147)$ 36,634
Net Interest income$ 264.6 $ (7.3)$ 257.3
Net interest margin
(3)
3.17%0.12%3.29%
Pro Forma Adjustments
a Average balances of PPP loans carried during 2Q22 at an average yield of 19.56%; assume funded from all funding sources.
b Estimated average balances of excess liquidity carried during 2Q22 with average yield of 0.97%; assume funded from all funding sources.
44
NIM Adjusted for PPP and Liquidity Impact –1Q22
Estimate PPP and Liquidity Build negatively impacted 1Q22 NIM by 0.29%
(2) Yields computed on tax-exempt instruments on a tax equivalent basis and included $8.5 million of taxable equivalent income for the three months ended Mar. 31, 2022 compared to $7.3
million for the three months ended Mar. 31, 2021. 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 then current period presented.
(1) Average balances of nonperforming loans are included in the above amounts.
(3) 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.
Actual Avg Balances
1Q22
ProForma
Adjustments
Adjusted Avg
Balances after PF
EntriesInterest
ProForma
Adjustments
Adjusted
Interest after
PF EntriesRates/ Yields
ProForma
Yield/ Rate
Adj.
Adj. Yield/
Rates after
PF Entries
Loans
(1)(2)
$ 23,849$ (256)
a
$ 23,593 $ 227.0 $ (10.8)
a
$ 216.23.94%17.19%
a
3.80%
Securities
(2)
Taxable3,235 3,235 11.011.01.39%1.39%
Tax-exempt2,9092,909 17.4 17.42.94%2.94%
Other1701700.60.61.33%1.33%
Fed funds sold & Interest-
bearing deposits4,630 (4,273)
b
357 2.5 $ (2.3)
b
0.2 0.22%0.22%
b
0.22%
$ 34,792(4,529)$ 30,263 $ 258.6 $ (13.1)$ 245.4 3.11%3.40%
Nonearning assets3,845 3,845
$ 38,637$ (4,529)$ 34,108
Total deposits and Interest-
bearing liabilities33,049(4,529)
a,b
28,520 19.1(2.6)
a,b
16.50.23%0.23%
a,b
0.23%
Other liabilities257257
Stockholders' equity5,3315,331
$ 38,637$ (4,529)$ 34,108
Net Interest income$ 239.5 $ (10.6)$ 228.9
Net interest margin
(3)
2.89%0.29%3.18%
Pro Forma Adjustments
a Average balances of PPP loans carried during 1Q22 at an average yield of 17.19%; assume funded from all funding sources.
b Estimated average balances of excess liquidity carried during 1Q22 with average yield of 0.22%; assume funded from all funding sources.
45
NIM Adjusted for PPP and Liquidity Impact –4Q21
Estimate PPP and Liquidity Build negatively impacted 4Q21 NIM by 0.25%
(2) Yields computed on tax-exempt instruments on a tax equivalent basis and included $10.1 million of taxable equivalent income for the three months ended Dec. 31, 2021 compared to $8.4
million for the three months ended Dec. 31, 2020. 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 then current period presented.
(1) Average balances of nonperforming loans are included in the above amounts.
(3) 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.
Actual Avg Balances
4Q21
ProForma
Adjustments
Adjusted Avg
Balances after PF
EntriesInterest
ProForma
Adjustments
Adjusted
Interest after
PF EntriesRates/ Yields
ProForma
Yield/ Rate
Adj.
Adj. Yield/
Rates after
PF Entries
Loans
(1)(2)
$ 23,226$ (531)
a
$ 22,695 $ 230.0 $ (15.5)
a
$ 214.64.04%11.56%
a
3.86%
Securities
(2)
Taxable3,113 3,113 9.79.71.24%1.24%
Tax-exempt2,7012,701 16.9 16.93.04%3.04%
Other1681680.50.51.28%1.28%
Fed funds sold & Interest-
bearing deposits4,188 (3,843)
b
345 2.0 $ (1.8)
b
0.2 0.19%0.19%
b
0.19%
$ 33,395(4,374)$ 29,021 $ 259.2 $ (17.3)$ 241.9 3.20%3.44%
Nonearning assets3,737 3,737
$ 37,132 $ (4,374)$ 32,758
Total deposits and Interest-
bearing liabilities31,549(4,374)
a,b
27,175 20.4(2.8)
a,b
17.60.26%0.26%
a,b
0.26%
Other liabilities321321
Stockholders' equity5,2635,263
$ 37,132$ (4,374)$ 32,758
Net Interest income$ 238.8 $ (14.5)$ 224.3
Net interest margin
(3)
2.96%0.25%3.20%
Pro Forma Adjustments
a Average balances of PPP loans carried during 4Q21 at an average yield of 11.56%; assume funded from all funding sources.
b Estimated average balances of excess liquidity carried during 4Q21 with average yield of 0.19%; assume funded from all funding sources.
46
NIM Adjusted for PPP and Liquidity Impact –3Q21
Estimate PPP and Liquidity Build negatively impacted 3Q21 NIM by 0.17%
(2) Yields computed on tax-exempt instruments on a tax equivalent basis and included $8.5 million of taxable equivalent income for the three months ended September 30, 2021 compared to
$7.3 million for the three months ended September 30, 2020. 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 then current period presented.
(1) Average balances of nonperforming loans are included in the above amounts.
(3) 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.
Actual Avg Balances
3Q21
ProForma
Adjustments
Adjusted Avg
Balances after PF
EntriesInterest
ProForma
Adjustments
Adjusted
Interest after
PF EntriesRates/ Yields
ProForma
Yield/ Rate
Adj.
Adj. Yield/
Rates after
PF Entries
Loans
(1)(2)
$ 22,987$ (984)
a
$ 22,003 $ 233.9 $ (21.2)
a
$ 212.74.13%8.54%
a
3.93%
Securities
(2)
Taxable2,868 2,868 9.09.01.24%1.24%
Tax-exempt2,5832,583 15.9 15.92.93%2.93%
Other1551550.50.51.38%1.38%
Fed funds sold & Interest-
bearing deposits3,588 (3,174)
b
414 1.6 $ (1.5)
b
0.1 0.18%0.18%
b
0.13%
$ 32,181(4,158)$ 28,023 $ 260.9 $ (22.7)$ 238.2 3.32%3.49%
Nonearning assets3,715 3,715
$ 35,896 $ (4,158)$ 31,738
Total deposits and Interest-
bearing liabilities30,379(4,158)
a,b
26,221 23.3(3.2)
a,b
20.10.30%0.30%
a,b
0.30%
Other liabilities340340
Stockholders' equity5,1775,177
$ 35,896$ (4,158)$ 31,738
Net Interest income$ 237.5 $ (19.5)$ 218.1
Net interest margin
(3)
3.03%0.17%3.21%
Pro Forma Adjustments
a Average balances of PPP loans carried during 3Q21 at an average yield of 8.54%; assume funded from all funding sources.
b Estimated average balances of excess liquidity carried during 3Q21 with average yield of 0.18%; assume funded from all funding sources.
47
NIM Adjusted for PPP and Liquidity Impact –2Q21
Estimate PPP and Liquidity Build negatively impacted 2Q21 NIM by 0.17%
(2) Yields computed on tax-exempt instruments on a tax equivalent basis and included $7.9 million of taxable equivalent income for the three months ended June 30, 2021 compared to $6.9
million for the three months ended June 30, 2020. 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 then current period presented.
(1) Average balances of nonperforming loans are included in the above amounts.
(3) 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.
Actual Avg Balances
2Q21
ProForma
Adjustments
Adjusted Avg
Balances after PF
EntriesInterest
ProForma
Adjustments
Adjusted
Interest after
PF EntriesRates/ Yields
ProForma
Yield/ Rate
Adj.
Adj. Yield/
Rates after
PF Entries
Loans
(1)(2)
$ 23,180$ (1,929)
a
$ 21,251 $ 232.8 $ (26.3)
a
$ 206.54.11%5.47%
a
3.98%
Securities
(2)
Taxable2,581 2,581 8.48.41.30%1.30%
Tax-exempt2,4562,456 16.5 16.5 3.25%3.25%
Other1571570.60.61.47%1.47%
Fed funds sold & Interest-
bearing deposits2,986 (2,574)
b
412 1.0 $ (0.9)
b
0.1 0.13%0.13%
b
0.13%
$ 31,360 (4,503)$ 26,857 $ 259.2 $ (27.2)$ 232.1 3.42%3.58%
Nonearning assets3,694 3,694
$ 35,054 $ (4,503)$ 30,551
Total deposits and Interest-
bearing liabilities29,749 (4,503)
a,b
25,246 26.0 (3.9)
a,b
22.10.35%0.35%
a,b
0.35%
Other liabilities265 265
Stockholders' equity5,0405,040
$ 35,054$ (4,503)$ 30,551
Net Interest income$ 233.2 $ (23.2)$ 210.0
Net interest margin
(3)
3.08%0.17%3.25%
Pro Forma Adjustments
a Average balances of PPP loans carried during 2Q21 at an average yield of 5.47%; assume funded from all funding sources.
b Estimated average balances of excess liquidity carried during 2Q21 with average yield of 0.14%; assume funded from all funding sources.
48
NIM Adjusted for PPP and Liquidity Impact –1Q21
Estimate PPP and Liquidity Build negatively impacted 1Q21 NIM by 0.27%
(2) Yields computed on tax-exempt instruments on a tax equivalent basis and included $7.3 million of taxable equivalent income for the three months ended March 31, 2021 compared to $7.0
million for the three months ended March 31, 2020. The tax-exempt benefit has been reduced by the projected impact of tax-exemptincome that will be disallowed pursuant to IRS
Regulations as of and for the then current period presented.
(1) Average balances of nonperforming loans are included in the above amounts.
(3) 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.
Actual Avg Balances
1Q21
ProForma
Adjustments
Adjusted Avg
Balances after PF
EntriesInterest
ProForma
Adjustments
Adjusted
Interest after
PF EntriesRates/ Yields
ProForma
Yield/ Rate
Adj.
Adj. Yield/
Rates after
PF Entries
Loans
(1)(2)
$ 22,848$ (2,065)
a
$ 20,783 $ 227.4 $ (23.0)
a
$ 204.44.11%4.51%
a
4.07%
Securities
(2)
Taxable2,271 2,271 7.77.71.38%1.38%
Tax-exempt2,3952,395 15.5 15.5 3.15%3.15%
Other1601600.60.61.54%1.54%
Fed funds sold & Interest-
bearing deposits3,196 (2,752)
b
445 0.7 $ (0.6)
b
0.1 0.09%0.09%
b
0.09%
$ 30,871 (4,816)$ 26,054 $ 251.9 $ (23.6)$ 228.3 3.41%3.67%
Nonearning assets3,789 3,789
$ 34,659 $ (4,816)$ 29,843
Total deposits and Interest-
bearing liabilities29,373 (4,816)
a,b
24,556 29.0 (4.8)
a,b
24.30.40%0.40%
a,b
0.40%
Other liabilities332 332
Stockholders' equity4,954 4,954
$ 34,659 $ (4,816)$ 29,843
Net Interest income$ 222.9 $ (18.8)$ 204.0
Net interest margin
(3)
3.02%0.27%3.29%
Pro Forma Adjustments
a Average balances of PPP loans carried during 1Q21 at an average yield of 4.51%; assume funded from all funding sources.
b Estimated average balances of excess liquidity carried during 1Q21 with average yield of 0.09%; assume funded from all funding sources.
49
NIM Adjusted for PPP and Liquidity Impact –4Q20
Estimate PPP and Liquidity Build negatively impacted 4Q20 NIM by 0.29%
(2) Yields computed on tax-exempt instruments on a tax equivalent basis and included $8.4 million of taxable equivalent income for the three months ended December 31, 2020 compared to
$8.1 million for the three months ended December 31, 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 then current period presented.
(1) Average balances of nonperforming loans are included in the above amounts.
(3) 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.
Actual Avg Balances
4Q20
ProForma
Adjustments
Adjusted Avg
Balances after PF
EntriesInterest
ProForma
Adjustments
Adjusted
Interest after
PF EntriesRates/ Yields
ProForma
Yield/ Rate
Adj.
Adj. Yield/
Rates after
PF Entries
Loans
(1)(2)
$ 22,525$ (2,110)
a
$ 20,414 $ 232.6 $ (24.6)
a
$ 208.0 4.20%4.64%
a
4.16%
Securities
(2)
Taxable2,236 2,236 7.57.5 1.34%1.34%
Tax-exempt2,3322,332 15.4 15.4 3.16%3.16%
Other1571570.60.61.52%1.52%
Fed funds sold & Interest-
bearing deposits3,464 (2,978)
b
486 0.9 $ (0.8)
b
0.1 0.10%0.11%
b
0.09%
$ 30,714 (5,088)$ 25,626 $ 257.0 $ (25.4)$ 231.6 3.44%3.60%
Nonearning assets3,723 3,723
$ 34,437 $ (5,088)$ 29,348
Total deposits and Interest-
bearing liabilities29,239 (5,088)
a,b
24,150 36.1 (6.3)
a,b
29.80.49%0.49%
a,b
0.49%
Other liabilities346 346
Stockholders' equity4,852 4,852
$ 34,437 $ (5,088)$ 29,348
Net Interest income$ 221.0 $ (19.1)$ 201.9
Net interest margin
(3)
2.97%0.29%3.27%
Pro Forma Adjustments
a Average balances of PPP loans carried during 4Q20 at an average yield of 4.64%; assume funded from all funding sources.
b Estimated average balances of excess liquidity carried during 4Q20 with average yield of 0.11%; assume funded from all funding sources.
50
NIM Adjusted for PPP and Liquidity Impact –3Q20
Estimate PPP and Liquidity Build negatively impacted 3Q20 NIM by 0.40%
(2) Yields computed on tax-exempt instruments on a tax equivalent basis and included $7.3 million of taxable equivalent income for the three months ended Sept. 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 then current period presented.
(1) Average balances of nonperforming loans are included in the above amounts.
(3) 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.
Actual Avg Balances
3Q20
ProForma
Adjustments
Adjusted Avg
Balances after PF
EntriesInterest
ProForma
Adjustments
Adjusted
Interest after
PF EntriesRates/ Yields
ProForma
Yield/ Rate
Adj.
Adj. Yield/
Rates after
PF Entries
Loans
(1)(2)
$ 22,493
$
(2,235)
a
$ 20,258 $ 224.5 $ (15.6)
a
$ 208.9 4.04%2.77%
a
4.19%
Securities
(2)
Taxable2,226 2,226 8.38.3 1.43%1.48%
Tax-exempt2,194 2,194 15.0 15.0 3.37%3.29%
Other1521520.60.61.62%1.62%
Fed funds sold & Interest-
bearing deposits3,127 (2,616)
b
511 0.8 $ (0.7)
b
0.1 0.10%0.10%
b
0.10%
$ 30,192 (4,851)$ 25,341 $ 249.2 $ (16.3)$ 232.9 3.38%3.79%
Nonearning assets3,647 3,647
$ 33,839
$
(4,851)$ 28,988
Total deposits and Interest-
bearing liabilities28,731 (4,851)
a,b
23,880 42.6 (7.2)
a,b
35.4 0.59%0.59%
a,b
0.59%
Other liabilities342 342
Stockholders' equity4,766 4,766
$ 33,839
$
(4,851)$ 28,988
Net Interest income$ 206.6 $ (9.0)$ 197.5
Net interest margin
(3)
2.82%0.40%3.22%
Pro Forma Adjustments
a Average balances of PPP loans carried during 3Q20 at an average yield of 2.77%; assume funded from all funding sources.
b Estimated average balances of excess liquidity carried during 3Q20 with average yield of 0.10%; assume funded from all funding sources.
51
NIM Adjusted for PPP and Liquidity Impact –2Q20
Estimate PPP and Liquidity Build negatively impacted 2Q20 NIM by 0.32%
(2) Yields computed on tax-exempt instruments on a tax equivalent basis and included $6.9 million of taxable equivalent income for the three months ended June 30, 2020 compared to $6.9
million for the three months ended June 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 then current period presented.
(1) Average balances of nonperforming loans are included in the above amounts.
(3) 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.
Actual Avg Balances
2Q20
ProForma
Adjustments
Adjusted Avg
Balances after PF
EntriesInterest
ProForma
Adjustments
Adjusted
Interest after
PF EntriesRates/ Yields
ProForma
Yield/ Rate
Adj.
Adj. Yield/
Rates after
PF Entries
Loans
(1)(2)
$ 22,257 $ (1,689)
a
$ 20,568 $ 226.28 $ (12.12)
a
$ 214.16 4.16%2.89%
a
4.27%
Securities
(2)
Taxable2,157 2,157 9.59 9.59 1.79%1.79%
Tax-exempt2,038 2,038 14.60 14.60 3.44%3.44%
Fed funds sold2,619 (1,967)
b
652 1.27 $ (0.42)
b
0.85 0.20%0.09%
b
0.29%
$ 29,071 (3,656)$ 25,415 $ 251.74 $ (12.54)$ 239.20 3.58%3.89%
Nonearning assets3,715 3,715
$ 32,786 $ (3,656)$ 29,130
Total Deposits and
Interest Bearing
Liabilities27,919 (3,656)
a,b
24,263 51.08 (6.69)
a,b
44.39 0.74%0.74%
a,b
0.74%
Other liabilities368 368
Stockholders' equity4,499 4,499
$ 32,786 $ (3,656)$ 29,130
Net Interest income$ 200.66 $ (5.86)$ 194.80
Net interest margin
(3)
2.87%0.32%3.19%
Pro Forma Adjustments
a Average balances of PPP loans carried during 2Q20 at an average yield of 2.89%. Assume funded from all funding sources.
b Estimated average balances of excess liquidity carried during 2Q20 with average yield of 0.09%. Assume funded from all funding sources.
52
Income Statement –Mortgage Volumes
1.00%
1.50%
2.00%
2.50%
3.00%
3.50%
4.00%
4.50%
5.00%
$25,000
$100,000
$175,000
$250,000
$325,000
$400,000
$475,000
$550,000
$625,000
Purchase Money Refinance Gross fees as a % of loans originated
53
*: excluding gains and losses on sales of investment securities. For a reconciliation of these Non-GAAP financial measures to the comparable GAAP measures, see slides 57-59.
Note: See slide 60 for peer group utilized in the above analysis. Peer group calculated by aggregating total peer revenues by total peer weighted avg. shares for each quarter.
Source: S&P Global
54
Income Statement –Revenue Per Share
$11.10
$11.43
$11.74
$12.13
$12.42
$12.92
$13.44
$13.54
$13.87
$14.05
$14.35
$15.07
$15.78
$16.51
$17.07
$17.50
$17.85
$18.62
$19.51
8.8%
11.3%
11.9%
13.0%
11.9%
13.0%
14.5%
11.6%
11.6%
8.7%
6.8%
11.3%
13.8%
17.5%
19.0%
16.2%
13.1%
12.8%
14.3%
7.6%
6.4%
6.7%
6.2%
4.6%
4.8%
4.3%
4.4%
5.8%
7.7%
8.5%
5.3%
6.5%
5.8%
3.4%
0.5%
-0.3%
1.3%
-2.0%
0.0%
2.0%
4.0%
6.0%
8.0%
10.0%
12.0%
14.0%
16.0%
18.0%
20.0%
$10.00
$11.00
$12.00
$13.00
$14.00
$15.00
$16.00
$17.00
$18.00
$19.00
$20.00
1Q182Q183Q184Q181Q192Q193Q194Q191Q202Q203Q204Q201Q212Q213Q214Q211Q222Q22
Y/Y Revenue per Share Growth
Revenue per Share
LTM Revenue Per Share Growth* vs. Peers
PNFP LTM Revenue/Share*PNFP Y/Y GrowthPeer Median Y/Y Growth
($'s in thousands)
2018201920202021YTD 2Q22
PPNR Trends
Net interest income $ 736,342$ 766,142$821,788$932,401$809,833
Noninterest income 200,850263,826317,840395,734333,803
Noninterest expense (452,867)(505,148)(564,455)(660,104)(577,952)
PPNR before adjustments$ 484,325$ 524,820$575,173$668,031$565,684
Adjustments to PPNR
Investment (gains) and losses$ 2,254$ 5,941($986)($759)($156)
Loss on sale of non-prime automobile portfolio-1,536---
ORE expense (benefit)7234,2288,555(712)101
Merger charges8,259----
FHLB restructuring charges--15,168--
Hedge termination charges--4,673--
Branch rationalization charges-3,189---
Adjusted PPNR $ 495,561$539,714$602,583$666,560$565,629
Adjusted PPNR growth rate*36.6%8.9%11.6%10.6%13.1%
Net PPNR per share*$6.25$6.84$7.60$8.80$9.93
Adjustments to PPNR per share*$0.15$0.19$0.36$0.02$0.00
Adjusted Net PPNR per share*$6.40$ 7.03$7.96$8.78$9.93
PPNR/share growth rate13.5%9.8%13.2%10.3%13.1%
Income Statement –PPNR
$0
$100
$200
$300
$400
$500
$600
$700
$800
20182019202020213Q22*
Adjusted PPNR
*: YTD Annualized
55
*: 3Q22 YTD Annualized
BHG Financials
Consistency through turbulent markets / Strong revenue and record equity at 3Q
Source: BHG Internal Data, unaudited.
•Beat earnings estimate posting second highest income quarter
•Maintains strong cash position and ample liquidity through numerous funding facilities
56
($'s in thousands)3Q 20222Q 20223Q 2021
Interest Income116,315$ 98,089$ 57,400$
Interest Expense25,414 20,989 9,670
Provision for Loan Losses53,060 35,935 13,586
Net Interest Income After Provision for Loan Losses37,841 41,165 34,145
Gains on Loan Sales & Origination Fees167,615 189,982 134,558
Other Income9,497 9,876 201
Total Net Revenues214,953 241,023 168,904
Gross Revenues293,427 297,947 192,160
Salary and Benefits61,765 61,494 46,700
Marketing Expenses36,812 39,035 34,734
Portfolio Expenses8,310 7,999 4,779
Other Expenses27,978 25,287 19,411
Total Operating Expenses134,865 133,816 105,624
Net Earnings80,088$ 107,207$ 63,280$
Profitability Statistics
Earnings to Gross Revenues27.29%35.98%32.93%
Portfolio Mgmt Expense to Gross Revenues29.58%21.79%14.59%
Operating Expenses to Gross Revenues43.13%42.23%52.48%
($'s in thousands)
At Sep 30,
2022
At Jun 30,
2022
At Sep 30,
2021
Cash and Cash Equivalents584,525 454,982 466,619
Loans Held for Investment2,871,277 2,533,138 1,704,918
Allowance for Loan Losses(101,326) (75,772) (41,860)
Loans Held for Sale437,602 323,351 164,033
Premises and Equipment91,739 90,258 73,050
Other Assets161,569 139,422 76,545
Total Assets4,045,386$ 3,465,380$ 2,443,304$
Accrual for Loan Subs270,313 234,945 231,435
Secured Borrowings2,387,997 2,101,578 1,461,750
Notes Payable656,700 462,898 275,476
Borrower Reimbursable Fee134,046 123,267 96,071
Other Liabilities67,589 57,961 46,033
3,516,645$ 2,980,649$ 2,110,765$
Equity (all Tangible)528,741 484,731 332,539
Total Liabilities & Stockholders Equity4,045,386$ 3,465,380$ 2,443,304$
Loan Liability at Other Bank s5,123,683 4,719,341 4,083,914
Total Outstanding Loan Liability7,893,633 7,176,708 5,746,971
Soundness Statistics:
Cash to Assets14.45%13.13%19.10%
Equity to Assets13.07%13.99%13.61%
Accrual for loan subs5.28%4.98%5.67%
Allowance to Loans Held for Investment3.53%2.99%2.46%
Total Reserves against Total Outstanding4.71%4.33%4.76%
Total Liabilities
Income Statement
Reconciliation of Non-GAAP Financial Measures
57
Income Statement
Reconciliation of Non-GAAP Financial Measures
58
Income Statement
Reconciliation of Non-GAAP Financial Measures
59
2022 Peer Group
60
Institution NameTickerCity, State
Pinnacle Financial Partners, Inc.PNFPNashville, TN
Comerica Inc. CMADallas, TX
First Horizon Corp. FHNMemphis, TN
Zions Bancorp. NAZIONSalt Lake City, UT
Synovus Financial Corp.SNVColumbus, GA
Cullen/Frost Bankers, Inc.CFRSan Antonio, TX
Wintrust Financial CorporationWTFCRosemont, IL
Valley National BancorpVLYNew York, NY
South State CorporationSSBWinter Haven, FL
F.N.B. CorporationFNBPittsburgh, PA
UMB Financial CorporationUMBFKansas City, MO
Prosperity Bancshares, Inc.PBHouston, TX
PacWest BancorpPACWBeverly Hills, CA
Hancock Whitney CorporationHWCGulfport, MS
Bank United Inc.BKUHouston, TX
Commerce Bancshares, Inc.CBSHKansas City, MO
Associated Banc-corpASBGreen Bay, WI
Umpqua Holdings CorporationUMPQPortland, OR
Cadence BankCADETupelo, MS
United Bankshares Inc.
UBSICharleston, WV
Fulton Financial CorporationFULTLancaster, PA
Bank OZKOZKLittle Rock, AR
Simmons First National CorporationSFNCPine Bluff, AR
Investor Call
THIRD QUARTER 2022
M. TERRY TURNER, PRESIDENT AND CEO
HAROLD R. CARPENTER, EVP AND CFO
PNFP 2q23 Earnings Call Slides
guidanceUploaded 4/9/2026by pdf-importType: presentationPublished 6/15/2023
Content preview
Investor Call
SECOND QUARTER 2023
M. TERRY TURNER, PRESIDENT AND CEO
HAROLD R. CARPENTER, EVP AND CFO
JULY 19, 2023
Time: 8:30 AM CT
Webcast: www.pnfp.com (investor relations)
Safe Harbor Statements
Forward Looking Statements
All statements, other than statements of historical fact, included in this presentation, 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 Securit...
Show full content (63,365 chars)
Investor Call
SECOND QUARTER 2023
M. TERRY TURNER, PRESIDENT AND CEO
HAROLD R. CARPENTER, EVP AND CFO
JULY 19, 2023
Time: 8:30 AM CT
Webcast: www.pnfp.com (investor relations)
Safe Harbor Statements
Forward Looking Statements
All statements, other than statements of historical fact, included in this presentation, 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," "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) deterioration in the financial condition of borrowers of Pinnacle Bank and its subsidiaries or BHG, including
as a result of the negative impact of inflationary pressures on our and BHG's customers and their businesses, resulting in significant increases in loan losses and provisions for those losses and, in the case of BHG, substitutions; (ii)
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; (iii) the sale of investment securities in a loss position before their value recovers, including as a result of asset liability management strategies or in response to liquidity
needs; (iv) adverse conditions in the national or local economies including in Pinnacle Financial's markets throughout Tennessee, North Carolina, South Carolina, Georgia, Alabama, Virginia and Kentucky,particularly in
commercial and residential real estate markets; (v) the inability of Pinnacle Financial, or entities in which it has significant investments, like BHG, to maintain the long-term historical growth rate of its, or such entities', loan
portfolio; (vi) the ability to grow and retain low-cost core deposits and retain large, uninsured deposits, including during times when Pinnacle Bank is seeking to limit the rates it pays on deposits or uncertainty exists in the
financial services sector; (vii) changes in loan underwriting, credit review or loss reserve policies associated with economic conditions, examination conclusions, or regulatory developments; (viii) effectiveness of Pinnacle
Financial's asset management activities in improving, resolving or liquidating lower-quality assets; (ix) 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 the negative impact to net interest margin from rising deposit and other funding costs; (x) the results of regulatory examinations; (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; (xv) any matter that would cause Pinnacle Financial to conclude that there was
impairment of any asset, including goodwill or other intangible assets; (xvi) the ineffectiveness of Pinnacle Bank's hedging strategies, or the unexpected counterparty failure or hedge failure of the underlying hedges; (xvii)
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; (xviii) deterioration in the valuation of other real estate owned and increased expenses associated therewith; (xix) 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; (xx) approval of the declaration of any dividend by Pinnacle Financial's board of directors; (xxi) 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; (xxii) 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; (xxiii) the risks associated
with 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 or all or a portion of their ownership interests in BHG (triggering a
similar sale by Pinnacle Bank); (xxiv) changes in state and federal legislation, regulations or policies applicable to banks and other financial service providers, like BHG, including regulatory or legislative developments; (xxv)
fluctuations in the valuations of Pinnacle Financial's equity investments and the ultimate success of such investments; (xxvi) the availability of and access to capital; (xxvii) 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; and (xxviii) 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 for the year ended December 31, 2022, and subsequently filed Quarterly
Reports on Form 10-Q 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 presentation, which speak only as of the date hereof, whether as a result of new information, future events or otherwise.
2
Safe Harbor Statements
Non-GAAP Financial Matters
This presentation contains certain non-GAAP financial measures, including, without limitation, total revenues, net income to common shareholders, earnings per diluted common share, revenue per
diluted common share, PPNR, efficiency ratio, noninterest expense, noninterest income and the ratio of noninterest expense to average assets, excluding in certain instances the impact of expenses
related to other real estate owned, gains or losses on sale of investment securities, gains associated with the sale-leaseback transaction completed in the second quarter of 2023 and other matters for the
accounting periods presented. This presentation also includes non-GAAP financial measures which exclude the impact of loans originated and forgiven and repaid under the PPP. This presentation may
also contain certain other non-GAAP capital ratios and performance measures that exclude the impact of goodwill and core deposit intangibles associated with Pinnacle Financial's acquisitions of BNC,
Avenue Bank, Magna Bank, CapitalMark Bank & Trust, Mid-America Bancshares, Inc., Cavalry Bancorp, Inc. and other acquisitions which collectively are less material to the non-GAAP measure as well as
the impact of Pinnacle Financial's Series B Preferred Stock. The presentation of the non-GAAP financial information is not intended to be considered in isolation or as a substitute for any measure
prepared in accordance with GAAP. Because non-GAAP financial measures presented in this presentation are not measurements determined in accordance with GAAP and are susceptible to varying
calculations, these non-GAAP financial measures, as presented, may not be comparable to other similarly titled measures presented by other companies.
Pinnacle Financial believes that these non-GAAP financial measures facilitate making period-to-period comparisons and are meaningful indications of its operating performance. In addition, because
intangible assets such as goodwill and the core deposit intangible, and the other items excluded each vary extensively from company to company, Pinnacle Financial believes that the presentation of this
information allows investors to more easily compare Pinnacle Financial's results to the results of other companies. Pinnacle Financial's management utilizes this non-GAAP financial information to
compare Pinnacle Financial's operating performance for 2023 versus certain periods in 2022 and to internally prepared projections.
3
NCOs
Classified Asset Ratio
NPA/ Loans & ORE
Shareholder Value Dashboard
2Q23 Summary Results of Key GAAP Measures
4
PNFP’s Median Quarterly Performance of 0.38%
PNFP’s Median Quarterly Performance of 0.11%
PNFP’s Median Quarterly Performance of 9.0%
Total Revenues
FD EPS
Net Income Available to
Common Shareholders
Total Loans
(millions)
Total Deposits
(millions)
Book Value per Common Share
Total Revenues*
Classified Asset Ratio
NCOsNPA/ Loans & ORE
Tangible Book Value per Share**
Total Core Deposits
(millions)
Total Loans
(millions)
CAGR 12.7%
Adjusted Pre-Tax Pre-Provision
Net Income*
FD EPS*
Shareholder Value Dashboard
2Q23 Summary Results of Key Non-GAAP Measures
5
PNFP’s Median Quarterly Performance of 0.38%
PNFP’s Median Quarterly Performance of 0.11%
PNFP’s Median Quarterly Performance of 9.0%
*: excluding gains and losses on sales of investment securities, gain on the sale of fixed assets as a result of sale-leaseback transaction, ORE expense (income), loss on sale of non-prime automobile portfolio, branch rationalization charges, FHLB restructuring
charges and hedge termination charges. PPNR represents pre-tax, pre-provision net revenues.
**: excluding goodwill, core deposit and other intangible assets
Note: For a reconciliation of these Non-GAAP financial measures to the comparable GAAP measures, see slides 53-54.
CAGR 12.8%
CAGR 16.7%
CAGR 8.5%
CAGR 11.0%
CAGR 12.6%
2Q23 Financial Information
Pinnacle continues to demonstrate extraordinary momentum during current
volatile economic conditions. Our consistent focus on relationship banking and
serving clients with distinctive service and effective advice increases our resilience
in times such as these.
6
12.81%
24.33%
34.95%
42.44%
48.00%
0.00%
10.00%
20.00%
30.00%
40.00%
50.00%
60.00%
0.00%
0.50%
1.00%
1.50%
2.00%
2.50%
3.00%
1Q222Q223Q224Q221Q232Q23
Cumulative Deposit Beta
Cost of Total Deposits
-
Average Rate
Quarterly Avg Deposit Rates and Cumulative Beta
2Q23 Highlights
•Average total deposits up 12.1% linked-quarter annualized
•Migration into higher-yielding products continued to drive mix
shift from non-interest bearing DDA accounts
•Competition from regional banks intensified during the second
quarter
•Decision to move rate sheets early in cycle has resulted in
above-average beta compared to peers, consistent volume
growth and a defensible competitive position
Favorable Deposit Growth In Difficult Environment
Strong focus on growing deposits results in 12% linked-quarter annualized average growth in Q2
7
Jun. 30, 2022
EOP Rates
Mar. 31, 2023
EOP Rates
Jun. 30, 2023
EOP Rates
Jun 30, 2023
% of Totals
Noninterest bearing---------22.4%
Interest-bearing:
Rate sheet
0.44%1.79%1.84%18.4%
Negotiated
0.58%3.14%3.53%21.7%
Indexed
1.54%4.50%4.70%23.7%
CDs
0.91%3.15%4.01%13.8%
Total IBD
0.67%3.13%3.57%77.6%
Total Deposits
0.44%2.35%2.77%100.0%
$16,949
$18,113
$18,368
$18,358
$18,865
$19,778
$20,079
$20,680
$24,807
$26,352
$27,193
$27,621
$28,014
$28,740
$30,034
$31,539
$31,484
$33,108
$34,177
$35,292
$36,356
2.52%
0.00%
0.25%
0.50%
0.75%
1.00%
1.25%
1.50%
1.75%
2.00%
2.25%
2.50%
2.75%
$2,000
$6,000
$10,000
$14,000
$18,000
$22,000
$26,000
$30,000
$34,000
$38,000
Average Deposit
Costs
Average Deposits (millions)
Average Deposit Growth
Avg. DepositsCost of Deposits
PNFP Linked-Quarter Annualized Loan Growth was 11%
Low to mid-teen percentage growth anticipated for 2023 over end of period 2022
Average Loan Growth and Yields
8
2Q23 Highlights
•Annualized EOP loan growth of 11.3% in 2Q23
•Recent hires, competitor disruption and new market
expansion continue to provide significant growth
opportunities
•Tightening of our credit box should temper the near-
term outlook relative to recent growth rates
•Estimating EOP loan growth of low- to mid-teens
percentage for full-year 2023
11.7%
4.2%
11.7%
26.0%
14.6%
0.0%
5.0%
10.0%
15.0%
20.0%
25.0%
30.0%
EOP Loan Growth
(excluding PPP loans)
*: YTD Annualized
Note: For a reconciliation of this Non-GAAP financial measure to comparable GAAP measure, see slide 46.
*Excludes leases, credit cards, PPP loans and loans HFS; loan yields exclude tax equivalent income adjustments; loan yields consider contractual floors for individual loans but exclude the impact of other loan interest rate derivative products.
$15,957
$16,730
$17,259
$17,630
$17,938
$18,611
$19,217
$19,600
$20,009
$22,257
$22,493
$22,525
$22,848
$23,180
$22,986
$23,226
$23,849
$25,397
$27,021
$28,402
$29,634
$30,882
4.91%
6.30%
3.50%
4.10%
4.70%
5.30%
5.90%
6.50%
$10,000
$15,000
$20,000
$25,000
$30,000
$35,000
Loan Yields
Average Loans
(millions)
2.25%
2.50%
2.75%
3.00%
3.25%
3.50%
3.75%
$175
$200
$225
$250
$275
$300
$325
Net Interest Margin
Net Interest
Income
($ in mil.)
Net Interest Income & NIM
NIINIM
Operating Environment Continued to Impact Net Interest Margin
Deposit rate competition, and inverted yield curve pressure 2Q NIM
2Q23 Highlights
•Net interest income up $3.2 million during second quarter due to
continued balance sheet growth. Quarterly NIM decreased primarily
due to increased deposit beta as well as additional on-balance sheet
liquidity added during the quarter.
•End of period cash and other liquid assets increased by
approximately $2.6 billion at June 30, 2023 over Dec. 31, 2022 as a
result of decision to bolster on-balance sheet liquidity due to
volatility in the banking sector.
•Executed sale-leaseback transaction during 2Q23 which yielded $199
million from sale of fixed assets.
•Received $174 million from the sale of securities.
9
0.00%
0.50%
1.00%
1.50%
2.00%
2.50%
3.00%
3.50%
4.00%
4.50%
5.00%
$0
$500
$1,000
$1,500
$2,000
$2,500
$3,000
$3,500
$4,000
$4,500
$5,000
Average Quarterly Yield
Average Balances ($ in mil.)
Quarterly Avg. FFS, IB Cash & Repos
Avg. FFS, IB Cash & ReposYield
1.75%
2.00%
2.25%
2.50%
2.75%
3.00%
3.25%
3.50%
3.75%
$3,000
$3,500
$4,000
$4,500
$5,000
$5,500
$6,000
$6,500
$7,000
Average Quarterly Yield
Average
Balances
($ in mil.)
Quarterly Avg. Securities
Avg. SecuritiesYield
PNFP’s Asset Quality Has Continued to Hold Up
Problem loan metrics remain near historically low levels
10
2Q23 Highlights
•Credit metrics show some deterioration but
continue to reflect a high-performing loan
portfolio
•PNFP hiring model aimed at experienced
bankers moving seasoned relationships to
PNFP is at the core of our strategy
•ACL increased to 1.08% given slight change
in PNFP credit metrics as well as key
economic forecasts
Land / Spec A&D
Office
Hospitality
Student Housing
Self Storage
Senior Housing
1-4 Resi Spec Properties
Retail – Grocery Store Anchored
Medical Office
Retail – Build to Suit
1-4 Resi. Pre-Sold
Multifamily
Industrial/Warehouse
CRE Appetite by Segment
0.09%
0.10%
0.17%
0.01%
0.13%
Net Charge Offs
0.55%
0.38%
0.27%
0.09%
0.15%
NPA/ Loans & ORE
13.9%
11.2%
6.8%
2.9%
3.3%
Classified Asset Ratio
0.21%
0.09%
0.07%
0.11%
0.14%
Past Dues as a % of Total Loans
0.00%
2.00%
4.00%
6.00%
8.00%
$0
$20
$40
$60
$80
$100
$120
$140
$160
3Q234Q231Q242Q243Q244Q241Q252Q25
Fixed Rate CRE and Construction Maturities
June 30, 2023 unpaid principle maturities - 3Q23 to 2Q25 ($ millions)
CRE InvestmentConstructionWeighted Avg Interest Rate
Office CRE - $1.16 billion outstanding at EOP 2Q23:
•Very granular portfolio
•Only 3.7% of total loans
•Only 15 loans > $20 mm commitments –Avg Commitment
of $30.2 mm – Avg. O/S balance of $22.8 mm
•No Spec construction, total balance of top 15 is
approx. $342 mm
•Remaining 557 loans – Avg. outstanding balance of $1.46
million
•LTV of ~50%, LTC of ~68%, Stabilized occupancy of ~90%
•No past due office CRE at EOP 2Q23
CRE Portfolio Continues to Perform
Strength of CRE Portfolio Provides Confidence Should Conditions Weaken
11
92% of Office CRE properties
located in PNFP markets
•Nashville, Raleigh,
Charleston and Charlotte
•No Office CRE properties
in AZ, CA, IL, MA, MN, NY,
TX, DC
$5MM -$50MM
$50MM to $100MM
$100MM -$200MM
> $200MM
Office CRE Property Locations
CRE portfolio refinance risk mitigated somewhat by utilization of increased interest rates during
origination underwriting of approx. 2% over borrower note rate (i.e., mortgage constant)
$0
$200
$400
$600
$800
$1,000
$1,200
$1,400
$1,600
2Q223Q224Q221Q232Q23
Construction Originations
2Q22 through 2Q23 ($ millions)
Warehouse / IndustrialMultifamily1-4 FamilyRetailAll other
**: Excluding gains and losses on sales of investment securities and gains on the sale of fixed assets as a result of sale-leaseback transaction.
For a reconciliation of these Non-GAAP financial measures to the comparable GAAP measures, see slides 53-54.
(dollars in thousands)
2Q231Q232Q22
Linked-Quarter
Annualized
Growth %
Year-over-Year
Growth %
Service charges
$12,180$11,718$11,616
15.8%4.9%
Investment services
14,17411,59513,205
89.0%7.3%
Trust fees
6,6276,4296,065
12.3%9.3%
Insurance commissions
3,2524,4642,554
(>100%)27.3%
Gain on mortgage loans sold, net
1,5672,0532,150
(94.7%)(27.1%)
Losses on sales of investment securities, net(9,961)--
NMNM
Income from equity method investment (BHG)26,92419,07949,465
>100%(45.6%)
Gain on sale of fixed assets85,72413565
>100%>100%
Other:
Interchange and other consumer fees17,22016,84619,216
8.9%(10.4%)
Bank-owned life insurance5,7265,5845,124
10.2%11.7%
Loan swap fees1,3752,6071,668
(>100%)(17.6%)
SBA loans sales 1,4587141,562
>100%(6.7%)
Income from other equity investments1,3142,3606,669
(>100%)(80.3%)
Other6,2595,9456,143
21.1%1.9%
Total noninterest income$173,839$89,529$125,502
>100%38.5%
Noninterest income/Average Assets1.54%0.84%1.30%
>100%18.5%
Adjusted noninterest income**$98,108$89,529$125,502
38.3%(21.8%)
Adjusted noninterest Income**/Total Avg. Assets
0.87%0.84%1.30%
14.3%(33.1%)
12
Select Comments
•Wealth Management revenues experienced increases
primarily to growth in assets under management.
•Interchange and other consumer fees up due to
commercial credit card usage and an increased
emphasis on fee collection.
•Gain on sale of fixed assets includes $85.7 million in
gains on the sale of fixed assets as a result of the sale-
leaseback transaction completed in the second quarter
of 2023.
Second Quarter Fees Were Up 38.3% Linked Quarter**
PNFP continues emphasis on gathering more share of wallet from client base
* Excluding the impact of ORE expense (income).
** Excluding the impact of ORE expense (income), securities gains and losses, net, and gains on the sale of fixed assets as a result of sale-leaseback transaction. For a reconciliation of these Non-GAAP financial measures to the comparable GAAP measures, see slide 53-54.
2Q23 Expense results consistent with prior quarter outlook
Incentive expense fluctuations correlate with earnings and other performance metrics
13
(dollars in thousands)2Q231Q232Q22
Linked-Quarter
Annualized Growth %
Yr-over-Yr
Growth %
Salaries and commissions$88,403$89,320$76,758
(4.1%)15.2%
Cash and equity incentives 23,45322,97131,808
8.4%(26.3%)
Employee benefits and other20,58723,41718,045
(48.3%)14.1%
Total personnel costs$132,443$135,708$126,611
(9.6%)4.6%
Equipment and occupancy33,70630,35326,921
44.2%25.2%
Other real estate, net589986
(>100%)(32.6%)
Marketing and other business development5,6645,9424,759
(18.8%)19.0%
Postage and supplies2,8632,8192,320
6.2%23.4%
Amortization of intangibles1,7801,7942,051
(3.1%)(13.2%)
Other noninterest expense:
Deposit related expense11,90410,1167,311
70.7%62.8%
Lending related expense11,44113,21614,744
(53.7%)(22.4%)
Wealth management expense672833630
(77.3%)6.7%
Other noninterest expense11,11010,84710,605
9.7%4.8%
Total$35,127$35,012$33,290
1.3%5.5%
Total noninterest expense$211,641$211,727$196,038
(0.2%)8.0%
Efficiency ratio43.3%52.7%50.3%
(71.3%)(13.9%)
Expense/Total Average Assets1.87%2.00%2.03%
(26.0%)(7.9%)
Adjusted noninterest expense *$211,583$211,628$195,952
(0.1%)8.0%
Efficiency ratio **
51.1%52.7%50.2%
(12.1%)1.8%
Adjusted noninterest expense*/Total avg. assets1.87%2.00%2.03%
(26.0%)(7.9%)
Headcount (FTE)3,309.03,281.53,074.0
3.4%7.6%
Select Comments:
•Personnel cost reflect the impact of increased
headcount offset by reduced employee benefits costs.
Cash and equity incentive costs were basically flat
quarter over quarter.
•Increases in equipment and occupancy costs a result
of the sale-leaseback transaction consummated in the
second quarter of 2023 with increased lease costs
offset in part by reduced depreciation.
•Other noninterest expense increased due to higher
FDIC insurance assessments.
78.9%
78.9%
89.4%
84.2%
0%20%40%60%80%100%
CET1 less AOCI Mark
CET1 less AOCI AND
HTM Mark
TCE Ratio less HTM
Mark
Tangible Common
Equity Ratio
Percentile Rank
Select Capital Ratios - Peer Ranking Comparisons
Pro Forma with AOCI and HTM marks as of Mar. 31, 2023
Preservation and Growth in Tangible Book Value Remains a Critical Focus
Second quarter again reflects focus on growth in TBV/Common Share year-over-year
19.0%
14.8%
14.2%
5.1%
18.4%
2019
2020
2021
2022
2023 (*)
Focused on preserving and growing
TBV per common share – YOY growth
Note: For a reconciliation of these Non-GAAP financial measures to the comparable GAAP measures, see slides 53-54.
Peer group noted on slide 55.
14
•Dividends –
•Dividends per common share of $0.22 in 2Q23.
•Tangible Book Value per Common Share Growth –
•Tangible book value per common share at June 30, 2023 was $48.85 up 16.1% from June 30, 2022.
•Sale-Leaseback Transaction Impact on Capital
•Anticipate retaining incremental capital from execution of sale-leaseback transaction for
remainder of 2023. Leases were executed with a 14.5-year base term followed by 2 five-year
renewal options.Offsetting lease expense in part is also depreciation savings. Fully deployed, the
firm’s net occupancy expense will increase by approximately $15 million in the first twelve-
months offset by the increased annual revenue from $199 million in proceeds from the sale of the
fixed assets as a result of the sale-leaseback transaction and $174 million received from the sale
of the investment securities.
$30.26
$34.43
$39.77
$42.08
$48.85
Tangible Book Value per
Common Share**
Source: S&P Global
*: YTD Annualized
Calculated
Ratios at
3/31/23
8.3%
7.8%
9.0%
9.5%
**: excluding goodwill, core deposit and other intangible assets
Bankers Healthcare Group
BHG’s differentiated model has proven very resilient with continued strong originations,
loan sales and yield/spread premium. The gain on sale model continues to provide
meaningful earnings to BHG. Additionally, BHG has diversified its funding to several new
channels over the last few years further supporting its ability to grow. Capital and reserve
levels elevated to support a sound balance sheet.
15
•Quarterly origination and placements continue to be
robust even with uncertainty in the depository sector
•BHG continues to add new banks to its auction platform
with 527 unique bank buyers in 2023
•Banks are attracted to BHG originated loans due to the
combination of higher yields and high-quality credit
•BHG undertakes several initiatives to create high
engagement and stickiness with its bank partners
-Quarterly and monthly seminars
-Regulatory and risk management advisory services
-Access to high-quality technology providers
-Regular updates on BHG’s performance and other
company initiatives
BHG Credit Quality Continues to Impress
Sophisticated credit scoring models produce impressive results
BHG Continues to Leverage & Grow its Bank Network
YTD bank placements see a 23% YOY increase
16
Bank Buyers in Funding Network
Quarterly Origination & Placements ($mm)*
-
200
400
600
800
0
500
1,000
1,500
2,000
2017201820192020202120222Q23 TTM
Total Banks In NetworkUnique Buyers
Total banks in network
Unique Buyers Each Period
* Amounts exclude impact of PPP and SBA loan activity
Source: BHG Internal Data
BHG Credit Quality Continues to Impress
Sophisticated credit scoring models produce impressive results
Source: BHG Internal Data
(*) As of renewal date of July 6, 2023
BHG Has Diverse, Growing Funding Channels
BHG further diversified its funding channels through private whole loan sales in Q2
17
Off B/S
Revolving
facilities
Loan Sale Auction
Platform
Bank Warehouses
Private Whole
Loan Sale
Secured
borrowing
Term ABS Deals
3 Warehouse facilities with large banks, providing up to $850mm in funding
capacity, with $0 utilization as of June 30, 2023
$2.3bn+ in deals from 7 transactions. Anticipate the
8
th
transaction to occur in 2H23
Over $2.1bn in cumulative secured borrowing placements to date. BHG and
the investor share in any credit losses
Term loans
Working Capital
Line
Approx. 1,600 Banks in the BHG bank network. 740 unique banks have
acquired BHG loans over the last 12 months (527 in 2023), approximating
$2.4bn in volumes at an average premium of 137%
Approximately $550mm in loan sales to 2 large Asset Managers (Q2 2023).
No recourse to BHG
$725mm recently renewed revolving line of credit(*) to fund near-term cash
needs for new loans – 10 banks in facility ($290mm utilized at June 30, 2023)
Bank platform rates
•Borrower loans sold to banks in each
quarter have repriced higher each
quarter
•Auction platform spreads decreased to
8.7% in 2Q23 consistent with pre-
COVID results.
•BHG anticipates spreads have likely
normalized despite future potential
FOMC rate increases
BHG Credit Quality Continues to Impress
Sophisticated credit scoring models produce impressive results
BHG Spreads Consistent with Pre-COVID Results
BHG proactively increased borrower coupons to offset higher borrowing rates
18
Borrower Coupon and Bank Buy Rates
Blended Portfolio Yield On Balance Sheet & Related on Balance Sheet Funding Costs
13.6%
13.4%
13.9%13.9%
14.0%
14.2%
15.5%
15.8%
17.0%16.7%
4.0%
3.7%
3.4%
3.2%
3.1%
4.4%
5.8%
6.9%
7.6%
8.0%
0.0%
3.0%
6.0%
9.0%
12.0%
15.0%
18.0%
1Q212Q213Q214Q211Q222Q223Q224Q221Q232Q23
Borrower Coupon on Loans Sold to BankBank Buy Rate
12.0%
12.5%
13.4%
14.2%
14.1%
14.6%
15.1%
15.5%
15.4%
15.3%
3.8%
3.2%
2.7%
2.9%
3.0%
3.5%
3.6%
4.6%
5.6%
5.9%
0.0%
3.0%
6.0%
9.0%
12.0%
15.0%
18.0%
1Q212Q213Q214Q211Q222Q223Q224Q221Q232Q23
Loan Interest Income YieldBorrowing Rates
On Balance
Sheet Size($B)
$1.3$1.6$1.9$2.2$2.5$2.9$3.3$3.6$3.81$3.75
On-balance sheet rates
•Chart details blended rates for the
entire on-balance sheet portfolio at
quarter end
•On balance sheet spreads decreased
by 40bps in 2Q23
•Approximately 90% of balance sheet
loans are fixed rates collateralized via
an SPV with locked in spreads
approximating 9.4%
Source: BHG Internal Data
Increased Focus on Higher FICO Originations
Over 40% of BHG lending YTD has been to FICO scores 750+, their highest ever
•BHG continues to refine and
tighten its credit underwriting
•Losses in certain risk classes,
particularly the lower credit
tranches of loans made post-
COVID (2021 and 1H22),
exceeded acceptable internal
tolerances prompting more
conservative underwriting
standards by BHG in 2H22
•Loss reserves strengthened
while adding resources in
collections in an effort to
minimize future losses
•Historical credit analysis indicates
that 70% of losses occur within
the first 36 months of origination
19
Cumulative Net Loss Curves (18 months)
FICO Chart Mix
$260
$311
$456
$610
$711
$873
$1,449
$1,785
$2,808
$4,145
$4,000
Originations
($ mm)
0%20%40%60%80%100%
2023
2022
2021
2020
2019
2018
2017
2016
2015
2014
2013
<650650-699700-749750-799>800
Source: BHG Internal Data
BHG Reserves Have Adequate Cushion Relative to Actual Losses
Continue to increase both on and off-balance sheet reserves
20
Source: BHG Internal data.
(1)Credit loss represents delinquent loans that BHG brought back from bank partners.
(2)Prepayment loss represents writing off unamortized premium from gain on sale premium related to loans sold to bank partners.
(3)Reserves that BHG creates on its balance sheet against anticipated losses on account of delinquency or pre-payment related to loans sold to bank partners. Contractually BHG is not obligated to purchase delinquent loans from banks.
Reserves vs. Actual Losses for Off B/S Loans (TTM)
Reserves vs. Actual Losses of On B/S Loans (TTM)
(3)
(1)
(2)
2.3%
2.0%
1.7%
1.4%
1.7%
2.1%
2.7%
3.5%
4.4%
5.3%
2.7%
2.5% 2.5%
2.3%
2.5%
3.0%
3.5%
4.6%
5.2%
6.0%
0.0%
2.0%
4.0%
6.0%
8.0%
1Q212Q213Q214Q211Q222Q223Q224Q221Q232Q23
TTM Net Charge Offs to Avg. Loans HFIAllowance to Loans HFI
3.0%
2.8%
2.8%
2.5%
2.2%
1.8%
1.8%
2.1%
2.5%
3.0%
1.5%
1.7%
1.9%
2.1%
2.3%
2.4%
2.2%
1.8%
1.5%
1.3%
7.6%
6.6%
5.7%
5.0%
4.8%
5.0%
5.3%
5.7%
5.8%
5.9%
0.0%
2.0%
4.0%
6.0%
8.0%
1Q212Q213Q214Q211Q222Q223Q224Q221Q232Q23
Credit Loss %Prepayment Loss %Estimated Subs & Prepays as % of Loans in bank network
•Reserves for off-balance sheet exposure created to support loans
sold to bank network partners. Reserves have been steadily
increasing since 1Q21.
•Similarly, reserves to support losses from loans held on the balance
sheet have been established pursuant to the inherent loss model
(pre-CECL). On October 1, 2023, BHG will adopt the expected loss
model, pursuant to CECL, for on-balance sheet loans. BHG
anticipates that its allowance for lifetime credit losses associated
with CECL implementation will increase to approximately 9.0
percent of on-balance sheet loans.
$70
$47
$107
$57
$80
$38
$172
$241
$295
$104
$0
$100
$200
$300
$400
2020202120222023
Q1Q2Q3Q4
$0.9
$1.0
$1.1
$1.1
$1.2
$1.1
$1.8
$2.8
$4.3
$2.1
$0.0
$2.0
$4.0
$6.0
2020202120222023
Q1Q2Q3Q4
•BHG provides loans in as little as 3 days from application
to funding
•Ample liquidity to fund loan originations via a proprietary
unique online auction platform encompassing over 1,580
financial institutions AND through access to the ABS
markets in the form of investment grade notes placed
with institutional firms
•BHG distinguishes itself by:
-Targeting professionals through direct mail and other
sophisticated marketing techniques using a wide range
of proprietary marketing tools
-Underwriting applications through proprietary risk
models, combining both credit & behavioral data points
-Funding and distributing these loans through a one-of-a
kind bank marketplace, an extremely successful ABS
platform and private loan placements with asset
managers
•Revenue generation through interest income, origination
fees, servicing fees and gain on sale income with a
compound annual growth rate of 33% over the last 5
years
BHG Financial Overview
2H23 Earnings Expected to be Consistent with Previous Outlook
21
Earnings Before Taxes ($mm)
Origination Volume ($bn)
Anticipate 2023
fundings of $3.8 B to
$4.0 B
Anticipate 2023
Earnings before taxes of
$175m to $190m
Source: BHG Internal Data
PNFP Remains Excited about 2023
Optimism as we look to 2024 is gaining traction for PNFP
2023 Outlook – as of July 19, 2023 (Note)2022 Actual Results
Y/Y EOP
Loan Growth
•We estimate low to mid-teens percentage EOP loan growth for 2023 over 2022 year-end balances.Y/Y growth of 24%
Y/Y EOP
Deposit Growth
•We estimate 2023 EOP balances will produce low-teens percentage growth when compared to
2022 end-of-year balances.
Y/Y growth of 12%
Net interest
income
•Net interest income growth for 2023 is estimated to be low-teens percentage growth. Anticipate
our NIM for 2H23 to decrease modestly from 2Q23 levels.
Y/Y growth of 21%
Fee income
•We estimate that fee growth should approximate high-single digit percentage growth for non-
interest income excluding income from BHG and other equity investments, which we are not
forecasting given the uncertainty with respect to amounts and timing of any such income and
excluding the impact of the gain on the sale of fixed assets as a result of the sale-leaseback
transaction and loss on sale of investments securities in 2023. Consistent with last quarter, we
estimate BHG fee income will be reduced from 2022 levels by 35-40%.
Y/Y growth of 5%
(#)
BHG growth of 19%
Expenses
•We estimate total expenses in 2023 to approximate high-single to low-teens percentage increases
in 2023 over 2022. This range of increase may be lower or higher based on whether management
modifies its recruiting outlook, defers anticipated projects or, given a substantial portion of the
firm’s incentives are performance driven, the actual awards for the firm’s incentive plan are
meaningfully different than currently anticipated.
Y/Y growth of 18%
Asset quality
•Thus far, our asset quality measurements remain solid as we enter 3Q23. Anticipate consistent
performance for the remainder of this year. We believe that ACL as a percentage of total loans will
increase modestly in 2H23 should macro factors warrant.
New loan charge-offs of 0.13%
22
Note: 2023 outlook is based on current facts and circumstances. Our outlook is subject to change based on numerous factors which may require us to change our outlook at any time. These factors
may include, among the other risks described herein, changes in operating strategy, balance sheet positioning or macroeconomic factors such as significant changes in interest rates from those we
are modeling. See slide 2 of these materials for more information.
(#) Excludes impact of revenues (losses) from BHG and other equity investments
144.2%
136.0%
116.3%
115.2%
113.6%
93.7%
70.8%
68.2%
65.6%
59.2%
46.5%
44.4%
40.6%
40.4%
38.9%
38.8%
34.1%
29.8%
25.4%
13.0%
8.6%
-59.8%
Total Shareholder Return Performance
(Last 10 years through June 30, 2023)
23
PNFP is Engineered to Maximize Total Shareholder Return Over Time
Total shareholder return performance outpaces peers over the last ten years
Source: S&P Global
24
Highly Correlated to TSR Over TimeNot Highly Correlated to TSR Over Time
•Revenue growth•Net interest margin percentage
•Reported EPS growth•Cost of funds
•Tangible book value accretion•Deposit cost beta
•Loan yields
•Noninterest-bearing deposits /Total deposits*
PNFP is Engineered to Maximize Total Shareholder Return Over Time
Since inception, Pinnacle has focused on what we believe matters most
*May be negatively correlated (counter intuitive)
PNFP Annual Cash Incentive PlanPNFP Long Term Incentive Plan*
•Classified assets•NPA ratio
•Revenue growth•Tangible book value per share accretion
•EPS growth•Return on tangible common equity
25
PNFP is Engineered to Maximize Total Shareholder Return Over Time
Pinnacle’s unique compensation structure focuses management and associates on what matters most
*Peer relative performance
26
PNFP is Engineered to Maximize Total Shareholder Return Over Time
Pinnacle’s relationship-based model yields strong TSR with historically manageable risk
Extreme Volatility Over the Last 5 Years
•Covid pandemic
•Quantitative easing
•Extraordinary influx of liquidity
•Inflation well above the 2% target
•Most dramatic increase in Fed Funds rates in recent history
•Quantitative tightening
•An inverted yield curve
•Precipitous decline in M2 and deposits
•Bank failures
Source: S&P Global
13.4%
CAGR
6.7%
CAGR
0%
20%
40%
60%
80%
100%
120%
1Q182Q183Q184Q181Q192Q193Q194Q191Q202Q203Q204Q201Q212Q213Q214Q211Q222Q223Q224Q221Q232Q23
Cumulative 5Y Revenue Per Share Growth
PNFPPeer Group
14.0%
CAGR
3.3%
CAGR
0%
20%
40%
60%
80%
100%
120%
1Q182Q183Q184Q181Q192Q193Q194Q191Q202Q203Q204Q201Q212Q213Q214Q211Q222Q223Q224Q221Q232Q23
Cumulative 5Y TBVPS Growth
PNFPPeer Group
18.8%
CAGR
8.8%
CAGR
-25%
0%
25%
50%
75%
100%
125%
150%
175%
1Q182Q183Q184Q181Q192Q193Q194Q191Q202Q203Q204Q201Q212Q213Q214Q211Q222Q223Q224Q221Q232Q23
Cumulative 5Y EPS Growth
PNFPPeer Group
27
PNFP is Engineered to Maximize Total Shareholder Return Over Time
Pinnacle’s markets are highly advantaged markets
Net Domestic Migration
April 1, 2020 to July 1, 2022
Tennessee146,403
North Carolina211,867
South Carolina165,948
Washington, D.C.-26,210
Georgia 128,089
Alabama65,355
Kentucky14,102
Total705,554
U.S. Net Domestic Migration April 1, 2020 to July 1, 2022
Source: U.S. Census Bureau
28
Pinnacle’s high “touch and tech” model dominates all of its major competitors
PNFP is Engineered to Maximize Total Shareholder Return Over Time
Pinnacle’s ability to continue compounding earnings is primarily tied to its sustainable competitive advantage
86%
72%
66%
52%
46%
35%
37%
14%
22%
24%
36%
33%
41%
36%
6%
10%
13%
20%
23%
26%
0%20%40%60%80%100%
PromotersPassivesDetractors
29
Distribution of Evaluations
($1-10MM in sales – 1Q 2023)
PNFP
Regional B
Regional A
National B
National D
National A
National C
Distribution of Evaluations
($10-500MM in sales – 1Q 2023)
84%
74%
67%
50%
42%
31%
13%
22%
26%
32%
37%
50%
3%
5%
7%
18%
21%
19%
0%20%40%60%80%100%
PromotersPassivesDetractors
PNFP
Regional B
National D
National B
National A
National C
Net
Promoter
Net
Promoter
86
66
56
39
26
12
11
82
69
61
32
21
12
PNFP is Engineered to Maximize Total Shareholder Return Over Time
Through up and down cycles, Pinnacle continues to invest in creating raving fans (net promoters)
Pinnacle’s net promoter score dominates all of the top 6 competitors across all its markets
-4%
-12%
-9%
-17%
-20%
-22%
-23%
42%
35%
29%
33%
27%
25%
23%
-30%-10%10%30%50%
At Risk of Losing BusinessExpect to Earn More Business
30
$1-10MM
PNFP
National D
Regional B
Regional A
National B
National A
National C
$10-500MM
-8%
-10%
-15%
-21%
-27%
-24%
50%
35%
26%
30%
26%
20%
-40%-20%0%20%40%
At Risk of Losing BusinessExpect to Earn More Business
PNFP
Regional B
National D
National B
National A
National C
Net
Net
38
23
20
16
7
3
0
42
25
11
9
-1
-4
PNFP is Engineered to Maximize Total Shareholder Return Over Time
As a result of its differentiated service, Pinnacle maintains momentum with clients – historically the key to sustainable revenue growth
Pinnacle’s high “touch and tech” model attracts more and attrites less clients
31
PNFP is Engineered to Maximize Total Shareholder Return Over Time
•Revenue growth, reported EPS growth and tangible book value accretion
have historically been most highly correlated to TSR over time.
•Pinnacle associates and leadership are incented to produce revenue
growth, EPS growth and tangible book value accretion relative to peers.
•Pinnacle’s relationship-based model has historically produced strong TSR
with more manageable risk than many – “the proof is in the pudding.”
•Pinnacle’s markets are projected to outperform the nation.
•Pinnacle has built a demonstrably differentiated high “touch and tech”
model that generally attracts more and attrites less clients – the key to
compounded earnings over time – irrespective of economic volatility.
Q&A
SECOND QUARTER 2023
32
Supplemental Information
Slide #
•Balance Sheet 34
•Income Statement 50
•Peer Group 55
33
Balance Sheet – Loan Portfolio Segments
($ in millions)Amts.
2Q23
%
2Q23
Amts.
1Q23
%
1Q23
Amts.
2Q22
%
2Q22
Amts.
2Q21
%
2Q21
C&I
$10,979.235.3%$10,716.935.4%$9,244.735.1%$6,771.329.6%
C&I – Paycheck Protection Program
4.60.0%6.40.0%51.10.2%1,372.96.0%
CRE – Owner Occ.
3,845.412.3%3,686.812.2%3,243.012.3%2,817.712.3%
Total C&I & O/O CRE
$14,829.247.6%$14,410.147.6%$12,538.847.6%$10,961.947.9%
CRE – Investment
5,682.718.2%5,556.618.3%4,909.618.6%4,644.520.2%
CRE – Multifamily and other
1,488.24.8%1,331.24.4%952.03.6%724.33.2%
C&D and Land
3,904.812.5%3,909.012.9%3,386.912.9%2,791.612.2%
Total CRE & Construction
$11,075.735.5%$10,796.835.6%$9,248.535.1%$8,160.435.6%
Consumer RE
4,692.715.1%4,531.315.0%4,047.115.4%3,335.514.6%
Consumer and other
555.71.8%559.71.8%498.81.9%440.11.9%
Total Other
$5,248.416.9%$5,091.016.8%$4,545.817.3%$3,775.616.5%
Total loans
$31,153.3100%$30,297.9100.0%$26,333.1100.0%$22,897.9100.0%
34
($ in millions)
TOTAL PINNACLEC&I & O/O CRECRE & CONSTRUCTIONOTHER LOANS*
Amts.
2Q23
Amts.
2Q22
Amts.
2Q23
Amts.
2Q22
Amts.
2Q23
Amts.
2Q22
Amts.
2Q23
Amts.
2Q22
Nashville
$8,429.5$7,741.1$3,586.4$3,420.5$3,071.8$2,793.7$1,771.3$1,526.9
Knoxville
1,977.12,032.51,073.81,194.4478.6460.3424.7377.8
Chattanooga
2,033.81,622.01,227.2931.5380.2355.1426.4335.4
Memphis
2,218.41,838.61,090.71,029.8746.0459.6381.7349.2
Huntsville
55.735.328.819.46.14.020.811.9
Birmingham
526.4246.7489.1222.723.733.213.67.0
Bowling Green
167.5-133.4-32.2-1.9-
Louisville
59.2-57.2-2.0---
Total Tennessee /AL /KY
$15,467.6$13,532.4 $7,686.6$6,818.4 $4,740.6$4,105.9 $3,040.4$2,608.2
Greensboro/High Point
2,251.12,046.8 726.22751.8 1,203.61,001.6 321.3293.4
Charlotte
3,335.92,896.4839.0787.31,918.81,593.4578.1515.7
Raleigh
1,738.81,560.4310.9280.51,274.01,145.7153.9134.2
Charleston
1,049.5926.1184.9207.0603.1478.7261.5240.4
Greenville
526.8520.8180.0161.0270.9289.175.970.7
Roanoke
775.4619.5352.8222.3304.6285.0118.0112.2
Washington, D.C.
304.778.3193.771.8105.26.55.8-
SBA Lending Team
203.2166.1192.3152.18.911.82.02.2
Total Carolina/VA
$10,185.4$8,814.4 $2,979.8$2,633.7 $5,689.1$4,811.8 $1,516.5$1,368.8
Atlanta
1,078.3642.3 488.1355.7 496.6227.4 93.659.2
Specialty Lending*
2,337.91,289.1 2,015.81,065.8 90.953.1 231.2170.3
Paycheck Protection Program
4.751.1 4.751.1 ----
Other
2,079.42,003.7 1,654.21,614.1 58.550.3366.7339.3
Total
$31,153.3$26,333.1 $14,829.2$12,538.8 $11,075.7$9,248.5 $5,248.4$4,545.8
Balance Sheet – Loan Portfolio – Market Segmentation
Note: Percentages noted in red text represent year-over-year growth rates.
*: Represents mortgage, associate banking, automobile finance and various other business lines.
35
36
Note: Strategic expansion volumes include certain loans that are recorded in the various geographies (as detailed on slide 35) but for illustration purposes above are included as Strategic
Expansion loans due to the relationship managers being assigned to a specialty lending unit.
Net Loan Growth – 2Q23 YTD – Strategic Decisions:
•Asset Generators – No growth; reduction of $25 million
•BHG, JBB and Advocate Capital
•Strategic Expansion - $1.0 billion
•Atlanta, DC, Alabama, Kentucky, Franchise Finance,
Equipment Finance
•Recruiting Impact - $514 million
•New RMs hired in past 2.5 years other than in our
strategic market expansions
•Legacy market - $602 million
•Nashville, Charlotte, Raleigh, Charleston, Memphis,
Chattanooga, etc.
Balance Sheet – Loan Portfolio
Balance Sheet – Loan Portfolio – CRE Segmentation
($ in millions)
Total NOO and MultifamilyTotal ConstructionTotal NOO and Construction
Amts.
2Q23
Amts.
1Q23
Amts.
2Q22
Amts.
2Q23
Amts.
1Q23
Amts.
2Q22
Amts.
2Q23
Amts.
1Q23
Amts.
2Q22
Multifamily
$1,538.8$1,352.5$996.4$1,106.3$1,116.6$819.4$2,645.1$2,469.1$1,815.8
Hospitality
742.6786.7778.49.75.021.7752.3791.7800.1
Retail
1,537.51,539.11,422.7244.5278.4219.01,782.01,817.51,641.7
Office
970.8907.8850.5236.4245.7232.81,207.21,153.51,083.3
Warehouse
1,298.51,159.8779.6873.8776.6600.32,172.31,936.41,379.9
Medical
776.9794.0713.9158.5155.2133.7935.4949.2847.6
Other
305.8347.9320.11,275.61,331.51,360.01,581.41,679.41,680.1
Total
$7,170.9$6,887.8$5,861.6$3,904.8$3,909.0$3,386.9
$11,075.7$10,796.8$9,248.5
Average Ticket Size (in ‘000s)
$2,587.8$2,488.3$2,185.2$1,015.3$979.7$725.9
$1,674.1$1,597.6$1,259.5
37
Balance Sheet – Loan Portfolio Lines of Credit
($'s in millions)
12/31/20213/31/20226/30/20229/30/202212/31/20223/31/20236/30/2023
Linked Qtr.
Change
CRE – Investment & Construction
Net Active Balance$3,727.20$4,096.40$4,389.62$4,743.41$5,225.32$5,726.97$6,060.77$333.80
Net Available Credit4,968.765,347.776,145.466,556.196,440.496,081.815,584.45(497.36)
Total Exposure8,695.969,444.1810,535.0811,299.6011,665.8111,808.7811,645.22(163.56)
% Funded42.9%43.4%41.7%42.0%44.8%48.5%52.0%3.5%
C&I and O/O CRE
Net Active Balance$4,148.52$4,471.15$4,973.23$5,378.49$5,650.22$5,720.51$5,841.30$120.79
Net Available Credit5,870.426,129.816,147.206,576.167,036.077,424.747,318.09(106.65)
Total Exposure10,018.9410,600.9611,120.4311,954.6512,686.2913,145.2413,159.3914.15
% Funded41.4%42.2%44.7%45.0%44.5%43.5%44.4%0.9%
Consumer
Net Active Balance$1,608.47$1,589.27$1,850.23$1,837.93$1,964.04$1,954.93$2,121.75$166.82
Net Available Credit2,224.752,403.492,477.992,707.662,747.033,035.743,456.94421.20
Total Exposure3,833.223,992.764,328.224,545.594,711.074,990.675,578.69588.02
% Funded42.0%39.8%42.7%40.4%41.7%39.2%38.0%(1.2%)
Totals
Net Active Balance$9,484.18$10,156.82$11,213.08$11,959.83$12,839.58$13,402.41$14,023.82$621.41
Net Available Credit13,063.9413,881.0814,770.6415,840.0216,223.5916,542.2916,359.48(182.81)
Total Exposure22,548.1224,037.9025,983.7227,799.8529,063.1729,944.6930,383.30438.61
% Funded42.1%42.3%43.2%43.0%44.2%44.8%46.2%1.4%
38
Total Allowance for Credit Losses for loans = $337.5 mm or 1.08% of loans at June 30, 2023
(1)Calculation based on end of period loan balance
(2)Net charge-off percentage calculation is annualized and in relation to avg. quarterly loan balances
Allowance for
Credit Losses
% of Loans
Off-Balance
Sheet
Total
At June 30, 2022$272,4831.03%
(1)
$23,969$296,452
Net Charge Offs($10,983)
0.16%
(2)
($10,983)
3Q Provision$26,588
$500$27,088
At September 30, 2022$288,088
1.04%
(1)
$24,469$312,557
Net Charge Offs($11,729)
0.17%
(2)
($11,729)
4Q Provision$24,306
$500$24,806
At December 31, 2022$300,665
1.04%
(1)
$24,969$325,634
Net Charge Offs($7,291)
0.10%
(2)
($7,291)
1Q Provision$20,467
($2,000)$18,467
At March 31, 2023$313,841
1.04%
(1)
$22,969$336,810
Net Charge Offs($9,771)
0.13%
(2)
($9,771)
2Q Provision$33,389
($1,500)$31,889
At June 30, 2023$337,459
1.08%
(1)
$21,469$358,928
Current Expected Credit Losses
39
Current Expected Credit Losses
Allowance for Credit Losses
June 30,
2022
September 30,
2022
December 31,
2022
March 31,
2023
June 30,
2023
Amount
% of
LoansAmount
% of
LoansAmount
% of
LoansAmount
% of
LoansAmount
% of
Loans
Commercial and Industrial
$125,7721.36%*$140,2851.44%*$144,3531.41%*$153,6291.43%*$148,4181.35%*
Commercial Real Estate
72,1560.79%70,6330.74%67,0960.66%65,5120.62%81,6050.74%
Construction and Land Development
28,6810.85%28,6210.81%36,1140.98%37,5990.96%38,8551.00%
Consumer Real Estate
33,8830.84%35,4650.83%36,5360.82%39,1600.86%59,3741.27%
Consumer and Other
11,9912.40%13,0842.38%16,5662.98%17,9413.21%9,2071.66%
Allowance for Credit Losses - Loans
$272,4831.04%*$288,0881.04%*$300,6651.04%*$313,8411.04%$337,4591.08%
Reserve for unfunded commitments
23,96924,46924,96922,96921,469
Allowance for Credit Losses - Total
$296,452$312,557$325,634$336,810$358,928
*: Reserve percentages for C&I and total loans exclude SBA PPP loans.
For a reconciliation of this Non-GAAP financial measure to the comparable GAAP measure, see slide 53-54.
40
Asset Quality
(*) Excludes past due loans rated substandard
($ in thousands)June 30, 2023
AS A % OF
TOTAL LOANS
March 31, 2023
AS A % OF
TOTAL LOANS
June 30, 2022
AS A % OF
TOTAL LOANS
NPLs and > 90 days
Const. and land development
$1300.00%$1300.00%$4030.00%
Consumer RE
$18,7640.06%16,9070.06%9,7540.04%
CRE – Owner Occupied
3,0590.01%2,3060.01%2,7560.01%
CRE – Non-Owner Occupied
2600.00%7520.00%2,1840.01%
Total real estate
$22,2130.07%$20,0950.07%$15,0970.06%
C&I
26,3550.09%21,1600.07%3,7040.01%
Other$9780.00%1,0170.00%4980.00%
Total loans
$49,5460.16%$42,2720.14%$19,2990.07%
Classified loans and ORE
Classified commercial loans$125,6530.40%$89,3290.29%$91,5190.35%
Doubtful commercial loans-0.00%30.00%-0.00%
Other impaired loans19,9020.06%17,8970.06%9,0030.03%
90 days past due and accruing (*)5,2570.02%5,2840.02%3,7120.01%
Other real estate2,5550.01%7,8020.03%8,2370.03%
Other repossessed assets5490.00%-0.00%-0.00%
Total$153,9160.49%$120,3150.40%$112,4710.43%
Pinnacle Bank classified asset ratio3.3%2.7%2.9%
41
Balance Sheet – Loan Portfolio
42
-0.10%
0.00%
0.10%
0.20%
0.30%
0.40%
0.50%
0.60%
0.70%
CREConstructionC&IConsumer REConsumer and otherTotal
Net Charge Off
Rates
Net Loan Charge Offs by Loan Type
2020202120222023
Balance Sheet – Loan Portfolio – 100/300 Test
($ in thousands)
Description2Q231Q234Q223Q222Q221Q22
Loans secured by real estate:
Construction, land development, and other loans:
1-4 family residential construction loans$676,742$737,692$772,653$792,046$754,325$701,029
Other construction loans and all land development and other land loans3,228,0323,171,3322,906,8452,756,9252,632,5412,576,000
Loans included in the 100% test$3,904,774$3,909,024$3,679,498$3,548,971$3,386,866$3,277,029
Secured by multifamily (5 or more) residential properties$1,493,237$1,331,249$1,265,165$1,046,914$968,717$744,498
Loans secured by other nonfarm nonresidential properties5,682,6525,556,4845,277,4545,122,1274,909,5984,707,761
Financed real estate not secured by real estate 426,348398,383469,072421,389436,674405,738
Unsecured REITs353,232337,055----
Loans included in the 300% test$11,860,243$11,532,195$10,691,189$10,139,400$9,701,855$9,135,026
Total Risk-Based Capital$4,620,531$4,417,066$4,282,742$4,155,586$3,877,155$3,748,002
% of Total Risk-Based Capital
100% Test – Construction and Land Development85%89%86%85%87%87%
300% Test – Construction and Land Development + NOOCRE + Multifamily257%261%250%244%250%244%
43
CRE Recession Sensitive Sectors
Balance: $1.1Bn
Professional Office
3.6% of Total Loans
18
th
Smallest portfolio among
22-bank peer group
92%
Southeast geographic
distribution may limit
impact of office decline
Balance: $528MM
Senior Housing
1.7% of Total Loans
58%
Weighted Average
Loan to Value
High growth markets
within footprint with
above average
absorption rates
$0
For cash-out bridge
financing; Equity remains
in the projects
100%
Retail
Balance: $791.7MM
Hotel
2.6% of Total Loans
14
Loans > $20MM:
-51.5% Average LTV
-73.4% Average LTC
-No spec construction
Balance: $1.7Bn
5.7% of Total Loans
$0
In exposure to malls;
increasing obsolescence
since 2000s
85%
-Single Tenant
-Small neighborhood
centers
-Grocery centers
$1.9MM
Average retail
loan size
$0
In losses during the
pandemic
92%
High quality flags
including Hilton,
Marriott, Hyatt, &
InterContinental
Limited Service,
Extended Stay,
& Economy
78%
91%
Below $5 Million
3
Largest markets are
Nashville, Charlotte, &
Charleston
25%
~
Even distribution
between AL, IL, SNF, &
CCRC
4.4%
Received 4013 loan
modifications during the
pandemic and $0 in losses
Key CRE Asset Classes
Balance Sheet – Deposit Portfolio – Market Segmentation
($ in millions)
TOTAL DEPOSITSCORE DEPOSITSNONCORE DEPOSITS
TOTAL PINNACLETRANSACTION AND MMDACDsPUBLIC FUNDS and OTHER DEPOSITS
2Q232Q222Q232Q222Q232Q222Q232Q22
Nashville
$14,251.9$12,899.8$12,618.1$12,355.1$733.0$358.8$900.8$185.9
Knoxville
2,534.72,446.02,273.72,344.0196.465.664.636.4
Memphis
2,386.92,240.82,002.22,046.9228.396.8156.497.1
Chattanooga
2,327.61,883.22,018.41,770.2203.255.3106.057.7
Birmingham
251.033.8150.433.81.4-99.2-
Huntsville
301.2215.6274.5214.14.51.222.20.3
Louisville
17.8-6.8-11.0---
Bowling Green
72.4-70.4-1.0-1.0-
Total TN/AL
$22,143.5$19,719.2$19,414.5$18,764.1$1,378.8$577.7$1,350.2$377.4
Greensboro/High Point
3,063.52,992.72,525.22,676.5353.4225.5184.990.6
Charlotte
2,072.41,955.21,772.91,781.1195.3125.5104.248.6
Charleston
1,640.51,492.21,382.71,372.5186.297.071.622.7
Raleigh
1,068.9983.4964.8936.682.736.321.410.5
Roanoke
961.3966.1808.0882.6112.066.341.317.2
Greenville
473.8458.8352.7393.082.446.338.719.5
Washington, D.C.
637.76.1531.66.178.8-27.3-
Total Carolinas / VA
$9,918.1$8,854.5$8,337.9$8,048.4$1,090.8$596.9$489.4$209.1
Atlanta
534.3321.2505.3316.29.92.919.12.1
Specialty Lending
821.9601.9815.4599.23.81.22.71.6
Other
4,304.83,098.51,204.51,094.519.810.23,080.51,993.8
Total
$37,722.6$32,595.3$30,277.6$28,822.4$2,503.1$1,188.9$4,941.9$2,583.8
Note: Percentages noted in red text represent year-over-year growth rates.
45
0.0%
5.0%
10.0%
15.0%
20.0%
25.0%
30.0%
35.0%
EOP Noninterest Bearing Deposits to Total Deposits
Balance Sheet - Deposit Portfolio
46
36%
34%
43%
39%
33%
28%
0.00%
10.00%
20.00%
30.00%
40.00%
50.00%
20192020202120221Q232Q23
Ratio of EOP Uninsured and/or Uncollateralized Deposits
to Total Deposits
$0
$10,000
$20,000
$30,000
$40,000
$50,000
$60,000
$70,000
$80,000
$90,000
20192020202120221Q232Q23
Avg. Deposit Acct Size
(in millions)
Estimated Liquidity Available for Uninsured Deposits
($’s in millions)
Balances at
Jun. 30, 2023
Total Deposits $ 37,723
Less: Insured and/or Collateralized Deposits27,036
Total Deposits – Uninsured / Uncollateralized$ 10,686
Estimated Liquidity Available for Uninsured Deposits:
Est. Immediately Available through Cash, Fed Discount Window, BTFP program
9,730
Est. Other sources – FHLB, Unpledged bonds, Reciprocal deposit programs
10,098
Estimated Liquidity Available for Uninsured Deposits$ 19,828
Coverage Ratio of Uninsured and Uncollateralized Deposits1.86x
Avg. Acct SizeDec. 31, 2019Dec. 31, 2022Jun. 30, 2023
Consumer$30,700$32,700$30,471
Commercial$133,500$189,400$193,137
All Deposits$60,017$81,042$79,927
Balance Sheet – Bond Portfolio Statistics
●Investments to Total Assets of 14.1%
14.4%
1.7%
26.2%
5.4%
1.9%
50.5%
Agency/TreasuryCorporatesMBSAsset BackedCMOsMunicipals
Portfolio: June 30, 2023
Total Investments $6.6 billion
Net Unrealized Gain (Loss) ($176.0) million
QuarterDurationAvg. Yield- TE
2Q234.5%3.7%
1Q234.4%3.5%
4Q224.4%3.2%
3Q224.9%2.7%
2Q224.6%2.3%
1Q224.4%2.1%
4Q214.1%2.1%
3Q214.5%2.0%
2Q214.3%2.3%
1Q214.8%2.3%
4Q204.4%2.3%
47
Investment Securities Segmentation
Note: See slide 55 for peer group utilized in the above analysis.
Source: S&P Global
72%
70%
71%
66%
72%
28%
30%
29%
34%
28%
Jun. 2022Sep. 2022Dec. 2022Mar. 2023Jun. 2023
Effective Bond Portfolio Composition
End of Period
Fixed RateVariable Rate
Balance Sheet – Bond Portfolio
48
3.66
14.1
10.0
15.0
20.0
25.0
30.0
0.00
0.50
1.00
1.50
2.00
2.50
3.00
3.50
4.00
2018Q12018Q22018Q32018Q42019Q12019Q22019Q32019Q42020Q12020Q22020Q32020Q42021Q12021Q22021Q32021Q42022Q12022Q22022Q32022Q42023Q12023Q2
% of Total Assets
Bond Yields
PNFP - Bond YieldsPeer Median - Bond Yields
PNFP - % of Total AssetsPeer Median - % of Total Assets
Interest Rate Sensitivity
49
Note: We believe our interest rate sensitivity modeling is consistent with regulatory requirements.Our interest rate sensitivity modeling incorporates a number of broad assumptions for earnings simulation, including loan and deposit re-pricing characteristics, the rate of loan
prepayments, static balance sheet, etc. Management periodically reviews these assumptions for accuracy based on historical data and future expectations and may change assumptions over time based on better data sources, improved modeling techniques, regulatory changes, etc. Our
ALCO policy requires that the base scenario assumes ALL rates remain flat for the prescribed time periods and is the scenario, including those above, to which all others are compared in order to measure the change in net interest income. Policy limits are applied to the results of certain
modeling scenarios. While the primary policy scenarios focus is on a twelve-month time frame, including the information above, for the earnings simulations model, longer time horizons are also modeled but are not shown herein.
*Most recent IRR analysis conducted as of 5/31/23
*Most recent IRR analysis conducted as of 5/31/23
-1.2%
0.2%
0.4%
0.7%
1.6%
1.2%
0.3%
1.0%
1.5%
1.8%
-0.2%
-0.7%
-0.8%
-1.1%
-3.6%
-2.8%
-0.6%
-0.6%
-1.2%
-1.8%
-5.0%
-3.0%
-1.0%
1.0%
3.0%
5.0%
1Q212Q213Q214Q211Q222Q223Q224Q221Q232Q23*
Net Interest Income %
D
Rate Ramp Scenarios
+100bp Ramp-100bp Ramp
-1.0%
1.9%
2.2%
2.8%
3.7%
2.9%
0.6%
2.1%
2.5%
3.0%
-1.8%
-2.0%
-2.1%
-2.5%
-5.6%
-7.7%
-1.8%
-1.0%
-2.0%
-2.9%
-10.0%
-8.0%
-6.0%
-4.0%
-2.0%
0.0%
2.0%
4.0%
6.0%
8.0%
10.0%
1Q212Q213Q214Q211Q222Q223Q224Q221Q232Q23*
Net Interest Income %
D
Rate Shock Scenarios
+100bp Shock-100bp Shock
*: excluding gains and losses on sales of investment securities and gain on sale of fixed assets as a result of sale-leaseback transaction. For a reconciliation of these Non-GAAP financial measure to the comparable GAAP measure, see slides 53-54.
Note: See slide 55 for peer group utilized in the above analysis. Peer group calculated by aggregating total peer revenues by total peer weighted avg. shares for each quarter.
Source: S&P Global
50
Income Statement – Revenue Per Share
$11.10
$11.43
$11.74
$12.13
$12.42
$12.92
$13.44
$13.54
$13.87
$14.05
$14.35
$15.07
$15.78
$16.51
$17.07
$17.50
$17.85
$18.62
$19.51
$20.33
$21.09
$21.39
8.8%
11.3%
11.9%
13.0%
11.9%
13.0%
14.5%
11.6%
11.6%
8.7%
6.8%
11.3%
13.8%
17.5%
19.0%
16.2%
13.1%
12.8%
14.3%
16.2%
18.2%
14.9%
7.3%
6.4%
6.7%
6.2%
4.6%
4.8%
4.3%
4.4%
5.8%
6.7%
6.6%
5.3%
6.5%
5.8%
3.4%
0.5%
-0.3%
1.3%
4.5%
8.9%
14.7%
-2.0%
0.0%
2.0%
4.0%
6.0%
8.0%
10.0%
12.0%
14.0%
16.0%
18.0%
20.0%
$10.00
$11.00
$12.00
$13.00
$14.00
$15.00
$16.00
$17.00
$18.00
$19.00
$20.00
$21.00
$22.00
Y/Y Revenue per Share Growth
Revenue per Share
LTM Revenue Per Share Growth* vs. Peers
PNFP LTM/Revenue/SharePNFP Y/Y GrowthPeer Median Y/Y Growth
($'s in thousands)
2019202020212022YTD 2023
PPNR Trends
Net interest income $ 766,142$821,788$932,401$1,129,293$627,624
Noninterest income 263,826317,840395,734416,124263,368
Noninterest expense (505,148)(564,455)(660,104)(779,999)(423,368)
PPNR before adjustments$ 524,820$575,173$668,031$765,418$467,624
Adjustments to PPNR
Investment (gains) and losses$ 5,941($986)($759)($156)$9,961
Gain on sale of fixed assets as a result of sale-leaseback transaction
----(85,692)
Loss on sale of non-prime automobile portfolio1,536----
ORE expense (benefit)4,2288,555(712)280157
FHLB restructuring charges-15,168---
Hedge termination charges-4,673---
Branch rationalization charges3,189----
Adjusted PPNR $ 539,714$602,583$666,560$765,542$392,050
Adjusted PPNR growth rate*8.9%11.6%10.6%14.8%2.4%
Net PPNR per share*$6.84$7.60$8.80$10.05$12.40
Adjustments to PPNR per share*$0.19$0.36$0.02$0.01$2.00
Adjusted Net PPNR per share*$ 7.03$7.96$8.78$10.06$10.40
PPNR/share growth rate9.8%13.2%10.3%14.6%3.4%
Income Statement – PPNR
$0
$100
$200
$300
$400
$500
$600
$700
$800
Adjusted PPNR
51
*: YTD Annualized
BHG Financials
Source: BHG Internal Data, unaudited.
52
($'s in thousands)2Q 20231Q 20232Q 2022
Interes t Income144,142$ 142,514$ 98,089$
Interes t Expens e48,423 46,837 20,989
Provi s i on for Loan Los s es71,082 82,280 35,935
Net Interest Income After Provision for Loan Losses24,636 13,397 41,165
Gai ns on Loan Sal es & Ori gi nati on Fees150,864 152,256 189,982
Other Income16,327 7,181 9,876
Total Net Revenues191,827 172,834 241,023
Gross Revenues311,333 301,951 297,947
Sal ary and Benefi ts61,403 60,294 61,494
Marketi ng Expens es32,949 30,609 39,035
Portfol i o Expens es11,480 9,953 7,999
Other Expens es28,599 25,334 25,288
Total Operating Expenses134,432 126,191 133,816
Net Earnings57,395$ 46,643$ 107,207$
Profitability Statistics
Earnings to Gross Revenues18.44%15.45%35.98%
Portfolio Mgmt Expense to Gross Revenues42.07%46.06%21.79%
Operating Expenses to Gross Revenues39.49%38.50%42.23%
($'s in thousands)
At Jun 30,
2023
At Mar 31,
2023
At Jun 30,
2022
Cash and Cash Equivalents590,930 591,246 454,982
Loans Held for Investment3,268,535 3,429,382 2,533,138
Allowance for Loan Losses(195,682) (178,048) (75,772)
Loans Held for Sale481,901 378,227 323,351
Premises and Equipment85,143 94,269 90,258
Other Assets199,496 154,956 139,422
Total Assets4,430,323$ 4,470,032$ 3,465,380$
Estimated loan substitutions & prepayments369,011 349,723 234,945
Secured Borrowings2,905,015 2,940,541 2,101,578
Notes Payable314,802 404,247 462,898
Borrower Reimbursable Fee159,834 152,419 123,267
Other Liabilities83,037 69,723 57,961
3,831,699$ 3,916,653$ 2,980,649$
Equity598,623 553,379 484,731
Total Liabilities & Stockholders Equity4,430,323$ 4,470,032$ 3,465,380$
Loan Liability at Other Banks6,282,769 6,019,649 4,719,341
Soundness Statistics:
Cash to Assets13.34%13.23%13.13%
Equity to Assets13.51%12.38%13.99%
5.87%5.81%4.98%
Allowance to Loans Held for Investment5.99%5.19%2.99%
Total Reserves against Total Outstanding5.91%5.69%4.33%
Total Liabilities
Est. loan subs & prepays as % of Loans at Other Banks
Income Statement
Reconciliation of Non-GAAP Financial Measures
53
Income Statement
Reconciliation of Non-GAAP Financial Measures
54
2023 Peer Group
55
Institution NameTickerCity, State
Pinnacle Financial Partners, Inc.PNFPNashville, TN
Associated Banc-corpASBGreen Bay, WI
Bank OZKOZKLittle Rock, AR
Bank United Inc.BKUHouston, TX
Cadence BankCADETupelo, MS
Comerica Inc. CMADallas, TX
Commerce Bancshares, Inc.CBSHKansas City, MO
Cullen/Frost Bankers, Inc.CFRSan Antonio, TX
F.N.B. CorporationFNBPittsburgh, PA
First Horizon Corp. FHNMemphis, TN
Fulton Financial CorporationFULTLancaster, PA
Hancock Whitney CorporationHWCGulfport, MS
PacWest BancorpPACWBeverly Hills, CA
Prosperity Bancshares, Inc.PBHouston, TX
Simmons First National CorporationSFNCPine Bluff, AR
South State CorporationSSBWinter Haven, FL
Synovus Financial Corp.SNVColumbus, GA
UMB Financial CorporationUMBFKansas City, MO
United Bankshares Inc.
UBSICharleston, WV
Valley National BancorpVLYNew York, NY
Wintrust Financial CorporationWTFCRosemont, IL
Zions Bancorp. NAZIONSalt Lake City, UT
Investor Call
SECOND QUARTER 2023
M. TERRY TURNER, PRESIDENT AND CEO
HAROLD R. CARPENTER, EVP AND CFO
PNFP 1Q2022 Conference Call Slides
guidanceUploaded 4/9/2026by pdf-importType: presentationPublished 3/15/2022
Content preview
Investor Call
FIRST QUARTER 2022
M. TERRY TURNER, PRESIDENT AND CEO
HAROLD R. CARPENTER, EVP AND CFO
April 19, 2022
Time: 8:30 AM CT
Webcast: www.pnfp.com(investor relations)
Audio only: 877-602-7944
Safe Harbor Statements
Forward Looking Statements
All statements, other than statements of historical fact, included in this presentation, 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 S...
Show full content (76,980 chars)
Investor Call
FIRST QUARTER 2022
M. TERRY TURNER, PRESIDENT AND CEO
HAROLD R. CARPENTER, EVP AND CFO
April 19, 2022
Time: 8:30 AM CT
Webcast: www.pnfp.com(investor relations)
Audio only: 877-602-7944
Safe Harbor Statements
Forward Looking Statements
All statements, other than statements of historical fact, included in this presentation, 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," "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) deterioration in the financial condition of borrowers of Pinnacle Bank and its subsidiaries or BHG resulting
in significant increases in loan losses and provisions for those losses and, in the case of BHG, substitutions; (ii) the effectsof new outbreaks of COVID-19, including actions taken by governmental officials to curb the spread of the
virus, and the resulting 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) further public acceptance
of the booster shots of the vaccines that were developed against the virus as well as the decisions of governmental agencies with respect to vaccines including recommendations related to booster shots and requirements that
seek to mandate that individuals receive or employers require that their employees receive the vaccine; (iv) those vaccines' efficacy against the virus, including new variants; (v) 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; (vi) the inability of Pinnacle Financial, or entities in which it has significant investments, like BHG, to maintain the long-term historical growth rate of its, or such entities', loan portfolio; (vii) changes in loan underwriting,
credit review or loss reserve policies associated with economic conditions, examination conclusions, or regulatory developments;(viii) effectiveness of Pinnacle Financial's asset management activities in improving, resolving or
liquidating lower-quality assets; (ix) 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; (x) adverse conditions in the national or local economies including in Pinnacle Financial's markets throughout Tennessee, North Carolina, South Carolina, Georgia, Alabama and Virginia,particularly in commercial
and residential real estate markets, including the negative impact of inflationary pressures on our customers and their businesses; (xi) the results of regulatory examinations; (xii) Pinnacle Financial's ability to identify potential
candidates for, consummate, and achieve synergies from, potential future acquisitions; (xiii) difficulties and delays in integrating acquired businesses or fully realizing costs savings and other benefits from acquisitions; (xiv) BHG's
ability to profitably grow its business and successfully execute on its business plans; (xv) risks of expansion into new geographic or product markets; (xvi) 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; (xvii) any matter that would cause Pinnacle Financial to conclude that there was impairment of any asset, including
goodwill or other intangible assets; (xviii) the ineffectiveness of Pinnacle Bank's hedging strategies, or the unexpected counterparty failure or hedge failure of the underlying hedges; (xix) 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; (xx) deterioration in the valuation of other real estate owned and increased expenses associated therewith; (xxi) 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; (xxii) approval of the declaration of any dividend by Pinnacle Financial's board of directors; (xxiii) 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; (xxiv) 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; (xxv) 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 or all or a portion of their ownership interests in BHG (triggering a
similar sale by Pinnacle Financial and Pinnacle Bank) if not prohibited from doing so by Pinnacle Financial or Pinnacle Bank;(xxvi) changes in state and federal legislation, regulations or policies applicable to banks and other
financial service providers, like BHG, including regulatory or legislative developments; (xxvii) fluctuations in the valuations of Pinnacle Financial's equity investments and the ultimate success of such investments; (xxiii) the
availability of and access to capital; (xxix) adverse results (including costs, fines, reputational harm, inability to obtainnecessary 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 (xxx) general competitive, economic, political and
market conditions. Additional factors which could affect the forward lookingstatements can be found in Pinnacle Financial's Annual Report on Form 10-K for the year ended December 31, 2021, and subsequently filed Quarterly
Reports on Form 10-Q 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 presentation, which speak only as of the date hereof, whether as a result of new information, future eventsorotherwise.
2
Safe Harbor Statements
Non-GAAP Financial Matters
This presentation contains certain non-GAAP financial measures, including, without limitation, earnings per diluted common share, PPNR, efficiency ratio and the ratio of noninterest expense to average
assets, excluding in certain instances the impact of expenses related to other real estate owned, gains or losses on sale of investment securities, FHLB restructuring charges, hedge termination charges
and other matters for the accounting periods presented. This presentation also includes non-GAAP financial measures which exclude the impact of loans originated under the PPP. This presentation may
also contain certain other non-GAAP capital ratios and performance measures that exclude the impact of goodwill and core depositintangibles associated with Pinnacle Financial's acquisitions of BNC,
Avenue Bank, Magna Bank, CapitalMark Bank & Trust, Mid-America Bancshares, Inc., Cavalry Bancorp, Inc. and other acquisitions which collectively are less material to the non-GAAP measure as well as
the impact of Pinnacle Financial's Series B Preferred Stock. The presentation of the non-GAAP financial information is not intended to be considered in isolation or as a substitute for any measure
prepared in accordance with GAAP. Because non-GAAP financial measures presented in this presentation are not measurements determined in accordance with GAAP and are susceptible to varying
calculations, these non-GAAP financial measures, as presented, may not be comparable to other similarly titled measures presented by other companies.
Pinnacle Financial believes that these non-GAAP financial measures facilitate making period-to-period comparisons and are meaningful indications of its operating performance. In addition, because
intangible assets such as goodwill and the core deposit intangible, and the other items excluded each vary extensively from company to company, Pinnacle Financial believes that the presentation of this
information allows investors to more easily compare Pinnacle Financial's results to the results of other companies. Pinnacle Financial's management utilizes this non-GAAP financial information to
compare Pinnacle Financial's operating performance for 2022 versus certain periods in 2021 and to internally prepared projections.
3
1Q22 Financial Dashboard
Key success measures including core loan growth, core deposit growth, net interest
income growth, fee income growth, and asset quality all continue to be strong.
4
NCOs
Classified Asset Ratio
NPA/ Loans & ORE
1Q22 Summary Results of Key GAAPMeasures
5
PNFP’s Median Quarterly Performance of 0.46%
PNFP’s Median Quarterly Performance of 0.10%
Total RevenuesFD EPS
Net Income Available to
Common Shareholders
Total Loans
(millions)
Total Deposits
(millions)
Book Value per Common Share
PNFP’s Median Quarterly Performance of 12.0%
NCOs
Classified Asset Ratio
NPA/ Loans & ORE
Tangible Book Value per Share**
Total Core Deposits
(millions)
Total Loans
(millions)
Adjusted Pre-Tax Pre-Provision
Net Income*
FD EPS*
CAGR 9.3%
Total Revenues*
CAGR 11.2%
1Q22 Summary Results of Key Non-GAAPMeasures
*: excluding merger-related charges, gains and losses on sales of investment securities, ORE expense (income), loss on sale of non-prime automobile portfolio, branch rationalization charges, FHLB restructuring charges and hedge termination charges. PPNR
represents pre-tax, pre-provision net revenues.
**: excluding goodwill, core deposit and other intangible assets
Note: For a reconciliation of these Non-GAAP financial measures to the comparable GAAP measures, see slides 56-57.
CAGR 10.0%
CAGR 18.5%
CAGR 13.6%
CAGR 8.2%
6
PNFP’s Median Quarterly Performance of 12.0%
PNFP’s Median Quarterly Performance of 0.10%
PNFP’s Median Quarterly Performance of 0.46%
1Q22 Financial Information
1Q22financial results reflect PNFP’s success in seizing the “once-in-a-generation”
opportunity to gather valuable talent and clients from vulnerable competitors. In
spite ofdeclining PPP loan balances, loan growth was substantial in the first
quarter, as wascore deposit growth, net interest income growth, and fee growth.
7
$15,957
$16,730
$17,259
$17,630
$17,938
$18,611
$19,217
$19,600
$20,009
$22,257
$22,493
$22,525
$22,848
$23,180
$22,986
$23,226
$23,849
3.94%
3.20%
3.40%
3.60%
3.80%
4.00%
4.20%
4.40%
4.60%
4.80%
5.00%
5.20%
5.40%
$2,000
$4,000
$6,000
$8,000
$10,000
$12,000
$14,000
$16,000
$18,000
$20,000
$22,000
$24,000
Loan Yields
Average Loans
(millions)
PNFP Linked-Quarter Annualized Average Loan Growth was 10.7% in 1Q22
Linked-quarter annualized average loan growth ex-PPP was 15.8%
Average Loan Growth and Loan Yields
8
1Q22 Loan Highlights
•EOP linked-quarter annualized loan growth of 22.5%
excluding decline in PPP.
•$8.6 billion in floating rate loans are subject to future rate
increases. Includedinthe$8.6 billion, are $2.2 billion
which will move above floor rates with a 50bp increase in
rates.
•Estimating mid-teens percentage loan growth in 2022
given current economic conditions, recent hires and
momentum in our new markets.
$8,594
$1,150
$1,069
$941
$193
$291
$0
$2,000
$4,000
$6,000
$8,000
$10,000
No Floor1-25 bps26-50 bps51-75 bps76-100 bps> 100 bps
Loan Balances
(millions)
LIBOR/SOFR/Prime ($12.2 billion):
-$5.15 billion w/no floor
-$3.44 billion “out of the money” floors
-$4.48 billion “in the money” floors
13.3%
11.7%
4.2%
11.7%
22.5%
0.0%
5.0%
10.0%
15.0%
20.0%
25.0%
Organic EOP Loan Growth^
^: Excludes PPP loans
*: YTD Annualized
11.1%
6.8%
33.5%
24.7%
14.7%
0.0%
5.0%
10.0%
15.0%
20.0%
25.0%
30.0%
35.0%
40.0%
Annual Core Deposit Growth
#: YTD annualized.
Core Deposit Inflows Continued to Drive Balance Sheet Growth
Core deposit growth continues to outperform expectations at 14.7% linked-quarter annualized
Core Deposit Growth Rates
9
1Q22 Deposit Highlights
•Linked-quarter annualized core deposit growth in
1Q22 of 14.7% over 4Q21.
•Average deposit costs decreased to 0.13% for the
quarter. EOP rates up ~2 basis points since mid-March
FOMC meeting.
•Continue to engage relationship managers to manage
deposit rate beta in a rising rate environment as we
seek to outperform prior up-rate cycles.
Deposit RateTranches
Mar. 31, 2021
EOP Rates
Dec. 31, 2021
EOP Rates
Mar. 31, 2022
EOP Rates
Mar. 31, 2022
% of Totals
Noninterestbearing---------34.0%
Interest-bearing:
Rate sheet
0.06%0.05%0.06%18.0%
Negotiated
0.26%0.20%0.21%36.0%
Indexed
0.26%0.26%0.43%5.6%
CDs
0.89%0.49%0.49%6.4%
TotalIBD
0.31%0.20%0.22%66.0%
Total
0.22%0.13%0.14%100.0%
$16,281
$16,949
$18,113
$18,368
$18,358
$18,865
$19,778
$20,079
$20,680
$24,807
$26,352
$27,193
$27,621
$28,014
$28,740
$30,034
$31,539
0.13%
0.00%
0.25%
0.50%
0.75%
1.00%
1.25%
1.50%
$2,000
$6,000
$10,000
$14,000
$18,000
$22,000
$26,000
$30,000
$34,000
Deposit Costs
Average Deposits
(millions)
Average Deposit Growth and Costs
Avg. DepositsCost of Deposits
Excess Liquidity Continues to Impact NIM
Rapid loan demand should serve to reduce elevated liquidity levels in 2022
1Q22 Liquidity Highlights
•Core deposit inflows and PPP payoff activity continued
to drive higher liquidity levels in 1Q22
•Average FFS, IB cash & Repo balances increased to
13.3% of earning assets in 1Q22 from 12.5% in 4Q21
and 10.4% in 1Q21
•Will remain disciplined and opportunistic with respect
to deploying liquidity outside of loan growth. Focus on
floating rate instruments on short-end of curve that
should not negatively impact TBV meaningfully
*Adjusted NIM excludes the impact of liquidity build and the PPP lending programs. See slides 45-52 for a reconciliation of reported NIM to adjusted NIM.
10
3.28%
2.87%
2.82%
2.97%
3.02%
3.08%
3.03%
2.96%
2.89%
3.19%
3.22%
3.27%
3.29%
3.25%
3.21%
3.20%
3.18%
2.70%
2.80%
2.90%
3.00%
3.10%
3.20%
3.30%
3.40%
1Q202Q203Q204Q201Q212Q213Q214Q211Q22
Reported NIM vs. Adjusted NIM
NIM (GAAP)NIM (Adjusted)*
2.00%
2.25%
2.50%
2.75%
3.00%
3.25%
3.50%
$2,500
$3,000
$3,500
$4,000
$4,500
$5,000
$5,500
$6,000
$6,500
1Q202Q203Q204Q201Q212Q213Q214Q211Q22
Average Quarterly Yield
Average Balances
(millions)
Quarterly Avg. Securities
Avg. SecuritiesYield
0.00%
0.50%
1.00%
1.50%
2.00%
2.50%
$0
$500
$1,000
$1,500
$2,000
$2,500
$3,000
$3,500
$4,000
$4,500
$5,000
1Q202Q203Q204Q201Q212Q213Q214Q211Q22
Average Quarterly Yield
Average Balances
(millions)
Quarterly Avg. FFS, IB Cash & Repos
Avg. FFS, IB Cash & ReposYield
PNFP’s Asset Quality Has Continued to Hold Up
Asset quality metrics continue to break records
11
1Q22 Credit Highlights
•Several credit measurements
continue to improve to all time
records and remain in top-quartile
performance when compared to
peers.
•4013 modifications stand at
$660mm at 1Q22 compared to
$835mm at 1Q21.
•ACL to total loans decreased to
1.07%. Further reductions are
likely if macro factors continue to
improve, and the credit
performance of our portfolio
remains strong.
0.10%
0.08%
0.20%0.20%
0.05%
Net Charge-offs
0.58%
0.61%
0.48%
0.36%
0.14%
NPA/ Loans & ORE
12.6%
13.0%
12.0%
7.3%
3.6%
Classified Asset Ratio
0.24%
0.22%
0.17%
0.09%
0.11%
Past Dues as a % of Total Loans
1Q224Q211Q21
Linked-Quarter
Annualized
Growth %
Year-over-Year
Growth %
Service charges
$11,030$12,663$8,307
(51.6%)32.8%
Investment services
10,69111,0818,191
(14.1%)30.5%
Trust fees
5,9735,9264,687
3.2%27.4%
Insurance commissions
4,0362,3283,225
>100%25.1%
Gain on mortgage loans sold, net
4,0664,24413,666
(16.8%)(70.2%)
Investment gains and losses, net(61)393-
NMNM
Income from equity method investment (BHG)33,65530,84428,950
36.5%16.3%
Other:
Interchange and other consumer fees14,63015,22812,592
(15.7%)16.2%
Bank-owned life insurance4,6364,7324,726
(8.1%)(1.9%)
Loan swap fees1,7741,947903
(35.5%)96.5%
SBA loans sales 3,0962,7391,855
52.1%66.9%
Income from other equity investments1,7104,1093,440
(>100%)(50.3%)
Other8,2604,4892,167
>100%>100%
Total noninterest income$103,496$100,723$92,709
11.0%11.6%
Noninterest income/Average Assets1.09%1.08%1.08%
3.7%0.9%
Noninterest income**$103,557$100,330$92,709
12.9%11.7%
Noninterest Income**/Total Average Assets1.09%1.07%1.08%
7.5%0.9%
Noninterest Income**/Total Average Assets^1.09%1.09%1.15%
-(5.2%)
**:Excluding gains and losses on sales of investment securities. For a reconciliation of these Non-GAAP financial measures to the comparable GAAP measures, see slides 56-57.
^: Excluding the impact of PPP loans on average assets
PNFP GrowsFees 11.7% YOY
PNFP continuesfocus on gathering more share of wallet from client base
12
•Wealth management groups are producing
outsized growth primarily due to an increased
roster of wealth management advisors.
•Income from BHG remains strong. Linked-quarter
revenues are up in 1Q22, with year-over-year
revenues up more than 16%.
•Service charges and interchange fees were down
linked-quarter due to seasonality.
•Residential mortgage business is negatively
impacted by an increase in interest rates, housing
costs increases and significant reductions in
housing inventories.
•Other noninterest income for 1Q22 includes the
$5.5 million net gain on remeasurement of our
investment in JB&B Capital, LLC in Knoxville, TN
triggered by our acquisition of the 80% of the
company we did not previously own.
*:Excluding the impact of ORE expense (income).
**: Excluding the impact of ORE expense (income) and securities gains and losses, net. For a reconciliation of these Non-GAAP
financial measures to the comparable GAAP measures, see slide 56-57.
Our Ability to Attract Talent and Extend Markets Drives Expense Increases
Incentive expenses fluctuations positively correlate with earnings
13
1Q224Q211Q21
Linked-Quarter
Annualized Growth %
Year-over-Year
Growth %
Salaries and employee benefits: Salaries$69,142$64,182$57,589
30.9%20.1%
Commissions6,2226,0134,723
13.9%31.7%
Cash and equity incentives 25,89424,18723,642
28.2%9.5%
Employee benefits and other20,59415,66616,774
>100%22.8%
Total salaries and benefits$121,852$110,048$102,728
42.9%18.6%
Equipment and occupancy
25,53624,99723,2208.6%10.0%
Other real estate owned, net
10537(13)>100%>100%
Marketing and other business development
3,7774,5622,349(68.8%)60.8%
Postage and supplies
2,3712,1911,80632.9%31.3%
Amortization of intangibles
1,8712,0572,206(36.2%)(15.2%)
Other noninterest expense:
Deposit related expense7,0624,4046,804
>100%3.8%
Lending related expense11,09512,0257,782
(30.9%)42.6%
Wealth management expense623541435
60.6%43.2%
Other noninterest expense8,3699,5557,379(49.6%)13.4%
Total$27,149$26,525$22,400
9.4%21.2%
Total noninterest expense$182,661$170,417$154,696
28.7%18.1%
Efficiency ratio53.3%50.2%49.0%
24.7%8.8%
Expense/Total Average Assets1.92%1.82%1.81%
22.0%6.1%
Noninterest expense *$182,556$170,380$154,709
28.6%18.0%
Efficiency ratio **
53.2%50.3%49.0%
23.1%8.6%
Noninterest Expense*/Total Avg. Assets1.92%1.82%1.81%
22.0%6.1%
Headcount (FTE)2,988.02,841.02,621.0
20.7%14.0%
•Salary and benefit costs increases from the same
quarter last year reflect the impact of a 14.0%
increase in FTEs, seasonality related to certain
benefit costs and increased incentive costs.
•Anticipated cash incentives for 2022 increased in
anticipationofthelikelihoodofachieving
maximum payouts in relation to target awards.
•JB&B Capital, Inc. should add approximately $10-
$12 million in expense costs in 2022.
•PNFP has a meaningful contingency for expense
growth as incentive costs would decline should
2022 performancetargets appear unlikelyand
we could reduce our hiring effort which are
opportunistic and always focused on seizing
competitive vulnerabilities.
•Share Buy Back Program –
•Board authorized a $125.0 million plan on January 18, 2022to commence when
current plan expired on March 31, 2022; new plan approved through March 31, 2023;
no shares repurchased under the most recent authorization.
Growth in Tangible Book Value Remains a Critical Focus
PNFP increases common dividend in first quarter 2022
Tangible book value per share growth remains our focus, but other capital initiatives will be considered
•Tangible Book Value per Common Share Growth –
•Tangible book value per common share atMarch 31, 2022up 10.0% from March 31, 2021.
•Tangible book value down in the quarter due in large part to approximately $133 million market
value adjustments of the firm’s available-for-sale investment securities portfolio as a result of
rising rates.
•Changein tangible book value per common share in comparison to peers added as a
performance component to leadership equity compensation plan in 2021 and remains a
component in 2022.
15.0%
19.0%
14.8%
14.2%
-2.1%
2018
2019
2020
2021
1Q22
Focused on growing
TBV per common share
**: excluding goodwill, core deposit and other intangible assets
Note: For a reconciliation of these Non-GAAP financial measures to the comparable GAAP measures, see slides 56-57.
Peer group noted on slide 58.
14
•Dividends –
•Dividends per common share increased to $0.22 in 1Q22.
Tangible Book Value per
Common Share**
PNFP Optimistic about 2022
We remain confident in our model to produce outsized revenue and earnings growth
2022 Outlook –as of April 18, 2022 (Note)
Y/Y End of Period Loan Growth•We anticipate at least mid-teen percentage loan growth or more for 2022 end of year balances over 2021 year-end levels.
Y/Y End of Period DepositGrowth
•Client funding should continue to rise causing liquidity levels to remain elevated from historical norms. We anticipate core deposit
percentage growth of high-single digits in 2022.
Net interest income•GAAP net interest income growth for 2022 is estimated to be low-double digits from 2021 primarily due to anticipated increases in
average loans in 2022. Our planning assumption contemplates six additional rate hikes by the Federal Reserve for the remainder of
2022.
Fee income•We estimate fee income from BHG will grow by at least 20% in FY22 over FY21 levels. We estimate that fee income growth should
approximate 7-9% for those categories of non-interest income other than income we receive from BHG and from investments we make
in joint ventures and venture capital and other funds, which we are not forecasting given the uncertainty with respect to amounts and
timing of any such income.
Expenses•At present, we plan to continue to aggressively recruit the best financial advisors in our markets which would also require increased
infrastructure support. As a result, inclusive of increased incentive accruals and the addition of JB&B, we anticipate total expenses in
2022 to reflect mid-teen percentage increases in 2022 over 2021.
Credit quality•We also believe a further reduction in our ACL to total loans ratio given the current economic outlook and strong credit metrics.
15
Note: 2022 outlook is based on current facts and circumstances. Our outlook is subject to change based on numerous factors which may require us to change our outlook at any time. These
factors may include, among the other risks described herein, changes in operating strategy, balance sheet positioning or macroeconomic factors such as significant changes in interest rates
from those we are modeling. See slide 2 of these materials for more information.
Bankers Healthcare Group
BHG’s differentiated model has proven very resilient with continued strong originations,
loan sales and yield/spread premium. The gain on sale model continues to provide
meaningful earnings to BHG and to Pinnacle even as BHG further increases the mix toward
balance sheet spread income via AAA-rated securitizations. Capital and reserve levels
support a very sound balance sheet.
16
BHG Business Model Drives Outperformance
•1Q22 was the 7th consecutive record highest origination
quarter in the history of BHG
•Net interest spreads (~10%+) have been resilient for several
years in spite ofinterest rate fluctuations
•BHG’s vast bank funding platform continues to provide ready
liquidity and differentiates BHG from other online lenders
Source: BHG Internal Data –charts exclude impact of PPP and SBA loans originated by BHG. Furthermore, borrower coupon rates include all loans originated by BHG including loans retained by
BHG on balance sheet as well as loans sold to other banks.
Record Start at BHG in 2022
BHG continues to originate loans at record levels while maintaining strong yields
13.5%
13.8%
13.9%
13.6%13.6%
13.4%
13.9%
13.9%
14.0%
5.2%
5.6%
4.9%
4.3%
4.0%
3.7%
3.4%
3.2%
3.1%
0%
2%
4%
6%
8%
10%
12%
14%
16%
1Q202Q203Q204Q201Q212Q213Q214Q211Q22
Borrower CouponBank Buy Rate
-
200
400
600
800
0
200
400
600
800
1,000
1,200
1,400
1,600
201720182019202020211Q22
Bank Network Trends
Total Banks in NetworkUnique Buyers
Total Banks in Network
Unique Buyers Each Period
17
$429
$375
$452
$528
$628
$714
$727
$739
$855
$381
$387
$400
$388
$443
$393
$383
$377
$323
$0
$100
$200
$300
$400
$500
$600
$700
$800
$900
1Q202Q203Q204Q201Q212Q213Q214Q211Q22
OriginationsPlacements
Loan Originations and Placements
Coupon and Buy Rates
•Recourse obligation reserves decreased to 4.82% of total
loans outstanding (loans sold to other banks) and reflects a
small adjustment based on current macroeconomic
pressures
BHG Credit Quality Continues to Impress
Sophisticated credit scoring models produce impressive results
Recourse Obligation Reserves (Note)
(Green Bars –Balance of loans in bank network, $s in millions)
Note: Recourse Obligation is a reserve on BHG’s balance sheet set aside to cover losses attributable
to acceptance of substitutions from loans previously sold to banks in the BHG network.
Source: BHG Internal Data
BHG’sOn Balance Sheet Reserves Remain Strong
18
4.20%
3.79%
3.73%
3.22%
3.74%
4.56%
4.71%
4.62%
7.64%
5.00%
4.82%
$-
$500
$1,000
$1,500
$2,000
$2,500
$3,000
$3,500
$4,000
$4,500
$5,000
0.00%
1.00%
2.00%
3.00%
4.00%
5.00%
6.00%
7.00%
8.00%
20122013201420152016201720182019202020211Q22
Total Ending Balance at outside banks only ($millions)Recourse Obligation as a % of Outstanding
3.79%
2.94%
2.95%
1.83%
2.68%
3.25%
2.72%
2.47%
2.87%
2.51%
2.18%
0.25%
0.36%
0.33%
0.58%
0.99%
1.30%
1.45%
1.16%
1.38%
2.13%
2.35%
4.04%
3.31%
3.28%
2.40%
3.66%
4.55%
4.17%
3.64%
4.26%
4.64%
4.52%
0.00%
1.00%
2.00%
3.00%
4.00%
5.00%
6.00%
Recourse Losses as % of Outstanding Balances
Credit Loss %Prepayment Loss %
•FICO scores continue to reflect a high caliber borrower base
•Average FICO scores of 734 at origination for loans outstanding at
Mar 31, 2022
•Historical credit results indicate that 70% of losses occur
within first 36 months of origination
•Data is through Mar 31, 2022; 2020 information includes
27 months of history. Steady improvement in credit over
past 7-8 years.
BHG Credit Quality Continues to Impress
Sophisticated credit scoring models produce impressive results
Historical FICO Scores
Source: BHG Internal Data
BHG’s Strong Credit Quality Continues to Improve
Vintage analysis demonstrates continuous improvement in asset quality
0%10%20%30%40%50%60%70%80%90%100%
2022
2021
2020
2019
2018
2017
2016
2015
2014
2013
2012
2011
2010
2009
2008
2007
2006
2005
2004
2003
2002
2001
<650650-699700-749750-799>800
19
BHG is on track for 20% Growth in 2022
Alternative revenue channels remain in 2022 launch pipeline
Other 1Q22 Highlights
•Closed $492mm BHG 2022-A securitization in January.
•Borrowers -WAR 14.1%. Avg. Balance $82K. WA Fico
736.
•Securitization WAR of 2.79%, exclusive of servicing fees of
~1.03%
•Opened Atlanta office –40+ professionals
BHG Future Growth opportunities
•Deeper penetration for Core Product, < 1% of market share
currently
•Expansion of credit card platform to medical and other
professionals as well as potential alliances with Banks and
other FinTechs
•Patient lending for hospitals and surgery centers with loan
terms up to 60 months
•Launched POS for elective medical procedures as well as other
retail and home improvement financing outlets
•White label consumer lending platform with Bank Network
•Leverage partnership with Pinnacle to develop deposit
products for medical and other professionals
20
$77
$104
$183
$172
$241
$0
$100
$200
$300
$400
201720182019202020212022 (fc)
BHG Pre-Tax Earnings
($ millions)
BHG estimates pre-tax earnings
growth in 2022 of ~20%
$711
$873
$1,449
$1,785
$2,808
$0
$500
$1,000
$1,500
$2,000
$2,500
$3,000
$3,500
$4,000
201720182019202020212022 (fc)
BHG Loan Originations
($ billions)
BHG estimates loan origination
growth in 2022 of ~30%
A “Once-in-a-Generation Opportunity”
Despite an uncertain economic environment, rarely has there been an opportunity of this magnitude to build
substantial long-term shareholder value. Our differentiated culture is attracting large numbers of experienced bankers
and their clients that are frustrated with the experience at many of our primary competitors, which is only exacerbated
by consolidation. Our top quartile profitability and proven track record for converting “new hires” to sound balance
sheet volumes and revenue growth put us in a unique position to “invest” in order to seize this “once-in-a-generation”
opportunity.
21
Pinnacle is Uniquely Positioned to Seize “Once-in-a-Generation” Opportunity
Bank integrations provide unusual share take-away opportunity
22
Pinnacle is Uniquely Positioned to Seize “Once-in-a-Generation” Opportunity
$324.6B of Pinnacle’s markets exhibit unusual marketsharevulnerability
23
Nashville, TN
Pinnacle16.43%
Bank of America16.41%
Regions12.08%
Truist9.21%
First Horizon7.17%
Wells Fargo2.13%
Knoxville, TN
Truist19.32%
First Horizon17.29%
Regions12.36%
Pinnacle10.15%
Bank of America3.21%
Chattanooga, TN
First Horizon22.20%
Truist14.30%
Regions12.20%
Pinnacle9.0%
Bank of America9.27%
Memphis, TN
First Horizon35.12%
Regions 12.86%
Truist5.17%
Bank of America4.80%
Pinnacle4.16%
Greensboro/High Point, NC
Truist24.29%
Wells Fargo20.45%
Bank of America11.84%
Pinnacle10.99%
First Citizens5.97%
First Horizon3.41%
PNC1.92%
Raleigh, NC
Wells Fargo22.61%
Truist18.94%
First Citizens12.73%
Bank of America11.91%
PNC8.01%
First Horizon3.43%
Pinnacle1.48%
Charleston, SC
Wells Fargo21.45%
Bank of America16.52%
SouthState13.19%
Truist9.29%
First Citizens6.50%
Pinnacle4.57%
Greenville, SC
Truist18.11%
Wells Fargo15.13%
TD11.25%
Bank of America10.85%
First Citizens5.92%
Pinnacle1.48%
Washington, D.C.
Bank of America12.41%
Capital One12.21%
Truist11.55%
Wells Fargo10.16%
PNC5.43%
Huntsville, AL
Regions21.20%
PNC15.94%
ServisFirst9.88%
Wells Fargo6.08%
Truist3.14%
First Horizon2.77%
Birmingham, AL
PNC27.96%
Regions27.15%
ServisFirst8.84%
Wells Fargo8.67%
Synovous4.57%
Truist3.00%
Atlanta, GA
Truist25.93%
Bank of America20.78%
Wells Fargo18.11%
$16.5B vulnerable deposits
$9.6B vulnerable deposits
$5.1B vulnerable deposits$16.4B vulnerable deposits
$8.7B vulnerable deposits
$25.6B vulnerable deposits
$101.5B vulnerable deposits
$3.2 mm vulnerable deposits
$21.7B vulnerable deposits
$96.9B vulnerable deposits
$11.8B vulnerable deposits
$7.6B vulnerable deposits
Source: 2021 FDIC Deposit Market Share Data
Pinnacle is Uniquely Positioned to Seize “Once-in-a-Generation” Opportunity
Pinnacle’s size and culture are attracting talent in newer markets
24
($ in millions)
Atlanta, GAHuntsville, ALBirmingham, ALWashington, D.C.Specialty Lending
Announcement DateDecember 2019June 2021June 2021November 2021N/A
As of March 31, 2022:
Revenue Producers246798
Total Associates4212101112
EOP Loan Commitments$1,036.4$77.1$181.6$48.7$480.6
EOP Loans Outstanding$579.1$30.9$125.7$7.5$363.0
EOP Deposits$227.7$167.1$64.8$0.6-
1Q22 FDEPS Impact
#
$0.003($0.001)($0.010)($0.008)($0.017)
#
: 1Q21 results based on internal profitability measurement system
Source: Internal Pinnacle Data
Pinnacle is Uniquely Positioned to Seize “Once-in-a-Generation” Opportunity
Pinnacle proven ability to consolidate client relationships provides outsized growth
25
Basedon internal
data for 176
relationship
managers hired
since Jan. 1, 2018.
Charts show the
average total
volumes per RM at
the end of each
year of
employment
$7.90
$27.70
$30.50
$44.40
$56.00
$-
$10.00
$20.00
$30.00
$40.00
$50.00
$60.00
12345
(Millions of dollars)
RM Year of Employment
Loan Balance Expectations by Year
$5.90
$15.10
$38.30
$28.30
$36.60
$-
$5.00
$10.00
$15.00
$20.00
$25.00
$30.00
$35.00
$40.00
$45.00
12345
(Millions of dollars)
RM Year of Employment
Deposit Balance Expectations by Year
Years
Hires by
year
Loan BalancesDeposit Balances
2018201920202021202220232024202520182019202020212022202320242025
($ in thousands)
2018
35$ 277 $ 970 $ 1,068 $ 1,554 $ 1,960 $ -$ 207 $ 529 $ 1,341 $ 991
2019
41$ 324 $ 1,136 $ 1,251 $ 1,820 $ 2,296 $ -$ 242 $ 619 $ 1,570 $ 1,160
2020
33$ 261 $ 914 $ 1,007 $ 1,465 $ 1,848 $ -$ 195 $ 498 $ 1,264 $ 934
2021
53$ 419 $ 1,468 $ 1,617 $ 2,353 $ 2,968 $ -$ 313 $ 800 $ 2,030 $ 1,500
YTD 2022
14$ 111 $ 388 $ 427 $ 622 $ -$ 83 $ 211 $ 536
176$ 277 $ 1,293 $ 2,464 $ 4,137 $ 6,366 $ 5,766 $ 4,628 $ 3,590 $ -$ 207 $ 770 $ 2,154 $ 3,372 $ 3,307 $ 3,175 $ 2,036
Planned aggregate
volumes at each
year end for each
hiring class.
Note: Based on historical growth amounts as noted above.
*: excluding gains and losses on sales of investment securities. For a reconciliation of these Non-GAAP financial measures to the comparable GAAP measures, see slides 56-57.
Note: See slide 58 for peer group utilized in the above analysis. Peer group calculated by aggregating total peer revenues by total peer weighted avg. shares for each quarter.
Source: S&P Global
26
$11.10
$11.43
$11.74
$12.13
$12.42
$12.92
$13.44
$13.54
$13.87
$14.05
$14.35
$15.07
$15.78
$16.51
$17.07
$17.50
$17.85
8.8%
11.3%
11.9%
13.0%
11.9%
13.0%
14.5%
11.6%
11.6%
8.7%
6.8%
11.3%
13.8%
17.5%
19.0%
16.2%
13.1%
7.3%
6.4%
6.7%
6.2%
4.6%
4.8%
4.3%
4.4%
5.8%
7.7%
8.5%
5.3%
6.5%
5.8%
3.4%
0.5%
0.0%
2.0%
4.0%
6.0%
8.0%
10.0%
12.0%
14.0%
16.0%
18.0%
20.0%
$10.00
$11.00
$12.00
$13.00
$14.00
$15.00
$16.00
$17.00
$18.00
$19.00
1Q182Q183Q184Q181Q192Q193Q194Q191Q202Q203Q204Q201Q212Q213Q214Q211Q22
Y/Y Revenue per Share Growth
Revenue per Share
LTM Revenue Per Share Growth* vs. Peers
PNFP LTM Revenue/Share*PNFP Y/Y GrowthPeer Median Y/Y Growth
Pinnacle is Uniquely Positioned to Seize “Once-in-a-Generation” Opportunity
Given the franchise building opportunities, we focus on EPS growth through RPS growth, not expense cutting
“My right is driven in, my center is giving
way, the situation is excellent, I attack.”
Ferdinand Foch
27
Outlook for 2022
Q&A
FIRST QUARTER 2022
28
Supplemental Information
Slide #
•Balance Sheet30
•Income Statement53
•Peer Group58
29
Balance Sheet –Loan Portfolio Segments
($ in millions)Amts.
1Q22
%
1Q22
Amts.
4Q21
%
4Q21
Amts.
1Q21
%
1Q21
Amts.
1Q20
%
1Q20
C&I
$8,213.133.5%$7,703.532.9%$6,355.127.5%$6,752.333.1%
C&I –Paycheck Protection Program
157.20.6%371.11.6%2,221.49.6%-0.0%
CRE –Owner Occ.
3,124.312.8%3,048.813.0%2,869.812.5%2,650.213.0%
Total C&I & O/O CRE
$11,494.646.9%$11,123.447.5%$11,446.349.6%$9,402.546.1%
CRE –Investment
4,707.819.2%4,607.019.7%4,782.720.7%4,520.222.2%
CRE –Multifamily and other
718.82.9%614.72.6%790.53.4%550.32.7%
C&D and Land
3,277.013.4%2,903.012.4%2,569.011.1%2,521.012.3%
Total CRE & Construction
$8,703.635.5%$8,124.734.7%$8,142.235.2%$7,591.537.2%
Consumer RE
3,813.315.6%3,680.715.7%3,086.913.4%3,106.515.2%
Consumer and other
487.52.0%485.52.1%411.31.8%296.41.5%
Total Other
$4,300.817.6%$4,166.217.8%$3,498.215.2%$3,402.916.7%
Total loans
$24,499.0100.0%$23,414.3100.0%$23,086.7100.0%$20,396.9100.0%
30
($ in millions)
TOTAL PINNACLEC&I & O/O CRECRE & CONSTRUCTIONOTHER LOANS*
Amts.
1Q22
Amts.
1Q21
Amts.
1Q22
Amts.
1Q21
Amts.
1Q22
Amts.
1Q21
Amts.
1Q22
Amts.
1Q21
Nashville
$8,117.6$7,172.1$3,870.8$3,402.9$2,654.5$2,541.1$1,592.3$1,228.1
Knoxville
1,926.61,794.41,134.31,012.6439.0519.8353.3262.0
Chattanooga
1,578.91,430.2912.3824.3344.3324.3322.3281.6
Memphis
1,654.31,577.3876.8822.9451.5515.2326.0239.2
Huntsville
30.9-17.5-3.2-10.2-
Birmingham
125.7-97.4-22.9-5.4-
Total Tennessee /AL
$13,434.0 $11,974.0 $6,909.1 $6,062.7 $3,915.4 $3,900.4 $2,609.5 $2,010.9
Greensboro/Highpoint
1,957.5 1,671.4723.9 579.9956.1 858.8 277.5 232.7
Charlotte
2,675.22,255.1738.7521.91,453.71,333.6482.8399.6
Raleigh
1,391.81,233.9264.1195.5993.2903.0134.5135.4
Charleston
887.2846.1201.1188.0450.2420.4235.9237.7
Greenville
506.3428.5164.5125.6276.9256.564.946.4
Roanoke
652.5590.1198.4173.6349.2313.2104.7103.3
Washington, D.C.
7.5-7.7-----
SBA Lending Team
160.8127.8147.9111.612.215.10.71.1
Total Carolina/VA
$8,238.8 $7,152.9 $2,446.3 $1,896.1 $4,491.7 $4,100.6 $1,301.0 $1,156.2
Atlanta
579.1 $132.1 315.2 98.4213.0 13.0 50.9 20.7
Specialty Lending*
202.2 -177.2 -25.0 ---
Paycheck ProtectionProgram
157.2 2,221.4 157.2 2,221.4----
Other
1,887.7 1,606.3 1,489.6 1,167.758.5128.2339.4 310.4
Total
$24,499.0 $23,086.7 $11,494.6 $11,446.3 $8,703.6 $8,142.2 $4,300.8 $3,498.2
Balance Sheet –Loan Portfolio –Market Segmentation
Note: Percentages noted in red text represent year-over-year growth rates.
*: Represents mortgage, associate banking, automobile finance and various other business lines.
31
Balance Sheet –Loan Portfolio –CRE Segmentation
($ in millions)
Total NOO and MultifamilyTotal ConstructionTotal NOO and Construction
Amts.
1Q22
Amts.
4Q21
Amts.
1Q21
Amts.
1Q22
Amts.
4Q21
Amts.
1Q21
Amts.
1Q22
Amts.
4Q21
Amts.
1Q21
Multifamily
$709.9$602.0$785.9$886.6$705.7$602.1$1,596.5$1,307.7$1,388.0
Hospitality
817.4843.0854.219.024.788.0836.4867.7942.2
Retail
1,250.71,275.31,237.2166.1157.8145.31,416.81,433.11,382.5
Office
840.9822.8880.0187.9149.6185.01,028.8972.41,065.0
Warehouse
720.2639.9746.5534.9413.6205.71,255.11,053.5952.2
Medical
486.9479.5514.374.476.884.9561.3556.3599.2
Other
600.6559.2555.11,408.11,374.81,258.02,008.71,934.01,813.1
Total
$5,426.6$5,221.7$5,573.2$3,277.0$2,903.0$2,569.0
$8,703.6$8,124.7$8,142.2
Average Ticket Size (in ‘000s)
$2,031.4$1,938.8$1,994.6$733.3$681.1$607.6
$1,220.4$1,168.9$1,159.9
32
33
Rate IndexPortfolio Snapshot: End-of-PeriodWeighted Average Coupon Loan Originations: Quarterly Average Rate
At Mar. 31,
2021
At Dec. 31,
2021
At Mar. 31,
2022
YOY Change
As a % of
Total Portfolio
1Q214Q211Q22
Origination
Mix 1Q22
LIBOR/SOFR2.83%2.75%2.87%0.04%35.8%2.77%2.67%2.76%34.0%
1-MO LIBOR0.11%0.10%0.45%0.34%0.12%0.09%0.23%
Prime3.76%3.77%3.87%0.11%17.0%3.91%3.87%3.94%23.7%
FFS target0.25%0.25%0.50%0.25%0.25%0.25%0.50%
Fixedrate4.16%3.88%3.81%(0.35)%42.5%3.78%3.64%3.55%38.8%
5-YR UST0.93%1.26%2.46%1.53%0.60%1.18%1.83%
Total Loans*3.60%3.47%3.49%(0.11)%3.51%3.30%3.38%
*Excludes leases, credit cards, PPP loans and loans HFS; loan yields consider contractual floors for individual loans but exclude the impact of other loan interest rate derivative products.
Balance Sheet –Loan Pricing Information
PPP Program was a Differentiator for Pinnacle
Pinnacle provided needed stimulus to smaller businesses in 2020 and 2021
PPP Trends
$(000’s)
Average
Balances
Aggregate
Yield
Interest
Income
Accretion
Income
Total
Revenues
2Q20$ 1,689,0332.89%$ 4,673$ 7,449$ 12,122
3Q20$ 2,235,2772.77%$ 5,795$ 9,760$ 15,555
4Q20$ 2,111,2824.64%$ 5,223$ 19,421$ 24,644
1Q21$ 2,064,8824.51%$ 5,167$ 17,788$ 22,955
2Q21$ 1,929,3635.47%$ 4,987$ 21,318$ 26,305
3Q21$ 983,4868.54%$ 2,711$ 18,464$ 21,175
4Q21$530,93011.56%$ 1,396$ 14,078$ 15,474
1Q22$255,63716.96%$ 667$ 10,172$ 10,839
•$157.2 million in PPP balances remain on balance sheet at
March 31, 2022
•Unamortized fees of $5.0 mm atMarch 31, 2022to be
recognized as loans are paid down or forgiven
34
($000’s)2020 PPP2021 PPPTotals
Total PPP fundings$ 2,483,177 $ 933,872$ 3,417,049
Total forgiveness, payoffs processed through
March 31, 2022
$ 2,463,770$ 796,099$ 3,259,869
Net PPP Balances atMarch 31, 2022$ 19,407$ 137,773$ 157,180
Total fees for PPP fundings$ 77,431$ 46,021$ 123,452
Fee income recognized in prior years$ 77,203$ 31,108$ 108,311
Fee income recognized in 2022$ 197$ 9,975$ 10,172
Fees unrecognized$ 32$ 4,938$ 4,970
Total interest income recognized in 2022$ 64$ 603$ 667
Total fee income recognized in 2022$ 197$ 9,975$ 10,172
Total revenues from PPP in 2022$ 261$ 10,578$ 10,839
Balance Sheet –Loan Portfolio Lines of Credit
($'s in millions)
9/30/202012/31/20203/31/20216/30/20219/30/202112/31/20213/31/2022
Linked Qtr.
Change
CRE –Investment & Construction
Net Active Balance$4,067.10$4,106.82$4,051.74$3,921.54$4,040.73$3,727.20$4,096.40$369.21
Net Available Credit3,060.303,191.473,463.313,841.694,158.194,968.765,347.77379.01
Total Exposure7,127.507,298.297,515.067,763.248,198.928,695.969,444.18748.21
% Funded57.1%56.3%53.9%50.5%49.3%42.9%43.4%0.5%
C&I and O/O CRE
Net Active Balance$3,630.10$3,367.16$3,428.60$3,658.73$3,939.28$4,148.52$4,471.15$322.63
Net Available Credit4,734.504,674.905,036.065,054.445,403.245,870.426,129.81259.39
Total Exposure8,364.608,042.068,464.678,713.179,342.5310,018.9410,600.96582.02
% Funded43.4%41.9%40.5%42.0%42.2%41.4%42.2%0.8%
Consumer
Net Active Balance$1,302.20$1,571.21$1,511.32$1,597.98$1,597.06$1,608.47$1,589.27($19.20)
Net Available Credit1,583.201,826.241,922.711,994.212,062.242,224.752,403.49178.74
Total Exposure2,885.603,397.453,434.033,592.193,659.303,833.223,992.76159.54
% Funded45.1%46.2%44.0%44.5%43.6%42.0%39.8%(2.2%)
Totals
Net Active Balance$8,999.40$9,045.19$8,991.67$9,178.25$9,577.07$9,484.18$10,156.82$672.64
Net Available Credit9,378.009,692.6110,422.0810,890.3411,623.6713,063.9413,881.08817.13
Total Exposure18,377.7018,737.8019,413.7520,068.5921,200.7422,548.1224,037.901,489.77
% Funded49.0%48.3%46.3%45.7%45.2%42.1%42.3%0.2%
35
Total Allowance for Credit Losses for loans = $261.6 mm or 1.07% of loans atMarch 31, 2022
(1)Calculation based on end of period loan balance
(2)Net charge-off percentage calculation is annualized and in relation to avg. quarterly loan balances
(3)For a reconciliation of this Non-GAAP financial measure to the comparable GAAP measure, see slide 56-57.
•3
rd
party economic forecast model provides significant inputs into ACL calculation
•Unemployment and GDP are primary economic forecast metrics
•Weighted average of Baseline (40%), Optimistic (30%) and Pessimistic (30%) scenarios used in 1Q 2022
Allowance for
Credit Losses
% of Loans
Off-Balance
Sheet
Total
AtMarch 31, 2021$280,8811.22%
(1)
$23,219$304,100
Net Charge Offs($9,968)
0.17%
(2)
($9,968)
2Q Provision$2,834
-
$2,834
AtJune 30, 2021$273,747
1.20%
(1)
$23,219$296,966
Net Charge Offs($9,281)
0.16%
(2)
($9,281)
3Q Provision$4,169
($750)$3,419
AtSeptember 30, 2021$268,635
1.17%
(1)
$22,469$291,104
Net Charge Offs($8,077)
0.14%
(2)
($8,077)
4Q Provision$2,675
-$2,675
AtDecember 31, 2021$263,233
1.12%
(1)
$22,469$285,702
Net Charge Offs($2,958)
0.05%
(2)
($2,958)
1Q Provision$1,343
$500$1,843
AtMarch 31, 2022$261,618
1.07%
(1)
$22,969$284,587
AtMarch 31, 2022Excluding PPP Loans
(3)
1.07%
(1)(3)
Forecasted economicmetrics
(1)
BaseCase Outlook at:2Q223Q224Q221Q23
US UnemploymentRates
4Q213.68%3.49%3.36%3.38%
1Q223.68%3.52%3.48%3.44%
US Real GDP Change
4Q217.54%8.50%9.19%9.78%
1Q226.98%7.63%8.38%9.23%
(1)Weighted metrics are used in PNFP CECL assessment. Unemployment rates are
quarterly averages. US Real GDP rates are change in quarterly GDP from 4Q20.
Current Expected Credit Losses
36
Current Expected Credit Losses
Allowance for Credit Losses
March 31, 2021
CECL
June 30, 2021
CECL
September 30, 2021
CECL
December 31, 2021
CECL
March 31, 2022
CECL
Amount% of LoansAmount% of LoansAmount% of LoansAmount% of LoansAmount% of Loans
Commercial and Industrial $ 101,0761.59% *$102,1011.51%*$101,1461.43%*$112,3401.46%*$112,4121.37%*
Commercial Real Estate102,5841.22%98,3921.20%93,2851.14%78,1220.94%75,5840.88%
Construction and Land Development 37,6421.47%33,4871.20%32,8601.06%29,4291.01%29,8230.91%
Consumer Real Estate30,1990.98%30,4450.91%31,0250.88%32,1040.87%32,3200.85%
Consumer and Other9,3802.28%9,3222.12%10,0492.18%11,2382.31%11,4792.35%
Allowance for Loan Losses$ 280,8811.35%* $ 273,7471.27%*$268,6351.20%*$263,2331.14%*$261,6181.07%*
Reserve for unfunded commitments23,21923,21922,46922,46922,969
Allowance for Credit Losses -Total$ 304,100$296,966$291,104$285,702$284,587
*: Reserve percentages for C&I and total loans exclude SBA PPP loans.
For a reconciliation of this Non-GAAP financial measure to the comparable GAAP measure, see slide 56-57.
37
Asset Quality
(*) Excludes past due loans rated substandard
($in millions)March 31, 2022
AS A % OF
TOTALLOANS
December 31, 2021
AS A % OF
TOTALLOANS
March 31, 2021
AS A % OF
TOTALLOANS
NPLs and > 90 days
Const. and land development
$3500.00%$3560.00%$1,5580.01%
Consumer RE
8,2770.03%10,4080.04%19,7780.09%
CRE –Owner Occupied
3,1210.01%2,6940.01%13,0240.06%
CRE –Non-Owner Occupied
1,4360.01%1,4040.01%3,4580.01%
Total real estate
$13,1840.05%$14,8620.06%$37,8180.16%
C&I
14,6320.06%17,9410.08%36,7800.16%
Other4050.00%3740.00%3700.00%
Total loans
$28,2210.12%$33,1770.14%$74,9680.32%
Classified loans and ORE
Substandard commercial loans$117,2710.48%$129,6950.55%$210,6200.91%
Doubtful commercial loans-0.00%-0.00%-0.00%
Other impaired loans9,7290.04%11,4720.05%22,3430.10%
90 days past due and accruing (*)1,6050.01%1,6070.01%1,3330.01%
Other real estate8,2370.03%8,5370.04%10,6510.05%
Other repossessed assets2000.00%-0.00%-0.00%
Total$137,0420.56%$151,3110.65%$244,9471.06%
Pinnacle Bank classified asset ratio3.6%4.1%7.3%
38
Balance Sheet –Loan Portfolio
39
-0.10%
0.00%
0.10%
0.20%
0.30%
0.40%
0.50%
0.60%
0.70%
0.80%
0.90%
1.00%
CREConstructionC&IConsumer REConsumer and
other
Total net charge
off rates
Net Loan Charge Offs by Loan Type
2019202020212022
Balance Sheet –Loan Portfolio –100/300 Test
($ in thousands)
Description1Q224Q213Q212Q211Q214Q20
Loans secured by real estate:
Construction, land development, and other loans:
1-4 family residentialconstruction loans$701,029$625,862$635,470$556,052$548,614$514,819
Other constructionloans and all land development and other land loans2,576,0002,277,1552,461.4912,235,5592,020,3552,386,927
Loans included in the 100% test$3,277,029$2,903,017$3,096,961$2,791,611$2,568,969$2,901,746
Securedby multifamily (5 or more) residential properties$744,498$627,803$664,599$739,788$798,120$663,664
Loans securedby other nonfarm nonresidential properties4,707,7614,607,0484,597,7374,644,5514,782,7124,565,040
Financed realestate not secured by real estate 405,738452,283389,190490,637510,756475,339
Loansincluded in the 300% test$9,135,026$8,590,150$8,748,487$8,666,587$8,660,556$8,605,789
Total Risk-Based Capital$3,748,002$3,670,111$3,466,596$3,483,255$3,382,393$3,259,538
%ofTotal Risk-Based Capital
100% Test –Constructionand LandDevelopment87%79%89%80%76%89%
300% Test –Construction and Land Development + NOOCRE + Multifamily244%234%252%249%256%264%
40
Balance Sheet –Deposit Portfolio –Market Segmentation
($ in millions)
TOTAL DEPOSITSCORE DEPOSITSNONCORE DEPOSITS
TOTAL PINNACLETRANSACTION AND MMDACDsPUBLIC FUNDS and OTHER DEPOSITS
1Q221Q211Q221Q211Q221Q211Q221Q21
Nashville$13,494.1$11,219.3$13,006.1$10,552.6$335.7$456.3$152.3$210.3
Knoxville2,656.82,276.22,568.72,154.363.882.524.339.4
Music and Entertainment569.6366.1566.8360.11.41.81.44.3
Memphis2,015.61,522.61,811.31,303.2110.3131.194.088.3
Chattanooga1,965.51,658.01,879.41,576.228.736.757.445.1
Birmingham64.8-64.8-----
Huntsville167.1-167.0-0.1---
Total TN/AL$20,933.5$17,042.2$20,064.1$15,946.4$540.0$708.4$329.4$387.4
Greensboro/Highpoint2,993.02,653.42,675.72,248.6221.2256.096.1148.8
Charlotte1,961.01,704.01,800.41,454.8125.2157.235.492.0
Charleston1,386.81,164.51,284.21,032.287.2109.015.423.3
Raleigh1,005.6846.0958.9790.936.141.810.613.3
Roanoke911.6862.9835.9755.763.989.211.818.0
Greenville462.3377.3399.3298.746.760.016.318.6
Washington, D.C.0.6-0.6-----
Total Carolinas / VA$8,720.9$7,608.1$7,955.0$6,580.9$580.30$713.2$185.6$314.0
Atlanta227.7123.4227.2123.30.5---
Other2,413.73,519.21,019.6877.512.011.51,382.12,630.2
Total$32,295.8$28,292.9$29,265.9$23,528.1$1,132.8$1,433.1$1,897.1$3,331.6
Note: Percentages noted in red text represent year-over-year growth rates.
41
Balance Sheet –Bond Portfolio Statistics
●Investmentsto Total Assets of 15.6%
13.3%
2.0%
29.7%
5.6%
1.9%
47.5%
Agency/TreasuryCorporatesMBSAsset BackedCMOsMunicipals
Portfolio: March 31, 2022
Total Investments $6.1 billion
Net Unrealized Gain (Loss) ($51.9) million
QuarterDurationAvg. Yield-TE
1Q224.4%2.1%
4Q214.1%2.1%
3Q214.5%2.0%
2Q214.3%2.3%
1Q214.8%2.3%
4Q204.4%2.3%
3Q204.7%2.4%
2Q204.6%2.6%
1Q204.3%2.8%
42
Investment Securities Segmentation
Note: See slide 58for peer group utilized in the above analysis.
Source: S&P Global
78%
75%
76%76%
77%
22%
25%
24%24%
23%
Mar. 2021Jun. 2021Sep. 2021Dec. 2021Mar. 2022
Effective Bond Portfolio Composition
End of Period
Fixed RateVariable Rate
Balance Sheet –Bond Portfolio
43
2.12
15.6
-
5.0
10.0
15.0
20.0
25.0
30.0
35.0
40.0
-
0.50
1.00
1.50
2.00
2.50
3.00
3.50
4.00
2017Q12017Q22017Q32017Q42018Q12018Q22018Q32018Q42019Q12019Q22019Q32019Q42020Q12020Q22020Q32020Q42021Q12021Q22021Q32021Q42022Q1
% of Total Assets
Bond Yields
PNFP - Bond YieldsPeer Median - Bond Yields
PNFP - % of Total AssetsPeer Median - % of Total Assets
Interest Rate Sensitivity
▪The balance sheet is asset sensitive, although the benefit from the first 50bp of hikes is likely to be modest with increasing benefit thereafter due to impact of loan floors.
▪$3.6b of variable rate loans with in-the-money floors remain after the first 25bp hike. An additional 50bp of hikes will clear 61% of these floors and 100bp will clear 92%.
▪The IRR sensitivity analysis assumes deposit betas based on the prior tightening cycle, which equates to a beta of approximately55-60% for interest-bearing deposits (ex-CDs) and 40-
45% for total deposits. Given current industry liquidity levels, we are optimistic we can outperform historical levels while still protecting relationship deposits.
▪Other factors that will gradually increase asset sensitivity over time include reinvestment of fixed-rate PPP proceeds, shortening the duration of the securities portfolio, and $230mm of
pay-fixed forward swaps transacted in 2020 that are set to layer into the balance sheet in 2023/2024.
44
Note: We believe our interest rate sensitivity modeling is consistent with regulatory requirements.Our interest rate sensitivity modeling incorporates a number of broad assumptions for earnings simulation, including loan and deposit re-pricing characteristics, the rate of loan
prepayments, static balance sheet, etc. Management periodically reviews these assumptions for accuracy based on historical data and future expectations and may change assumptions over time based on better data sources, improved modeling techniques, regulatory changes, etc. Our
ALCO policy requires that the base scenario assumes ALL rates remain flat for the prescribed time periods and is the scenario, including those above, to which all others are compared in order to measure the change in net interest income. Policy limits are applied to the results of certain
modeling scenarios. While the primary policy scenarios focus is on a twelve-month time frame, including the information above, for the earnings simulations model, longer time horizons are also modeled but are not shown herein.
-1.2%
0.2%
0.4%
0.7%
1.2%
-1.0%
1.9%
2.2%
2.8%
2.5%
-2.0%
-1.0%
0.0%
1.0%
2.0%
3.0%
4.0%
1Q212Q213Q214Q211Q22
Net Interest Income %
D
Rising Rate Ramp & Shock Scenarios
Ramp +100bpShock +100bp
NIM Adjusted for PPP and Liquidity Impact –1Q22
Estimate PPP and Liquidity Build negatively impacted 1Q22 NIM by 0.29%
(2) Yields computed on tax-exempt instruments on a tax equivalent basis and included $8.5 million of taxable equivalent income for the three months ended Mar. 31, 2022compared to $7.3
million for the three months ended Mar. 31, 2021. 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 then current period presented.
(1) Average balances of nonperforming loans are included in the above amounts.
(3) 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.
Actual Avg Balances
1Q22
ProForma
Adjustments
Adjusted Avg
Balances after PF
EntriesInterest
ProForma
Adjustments
Adjusted
Interest after
PF EntriesRates/ Yields
ProForma
Yield/ Rate
Adj.
Adj. Yield/
Rates after
PF Entries
Loans
(1)(2)
$ 23,849$ (256)
a
$ 23,593 $ 227.0 $ (10.8)
a
$ 216.23.94%17.19%
a
3.80%
Securities
(2)
Taxable3,235 3,235 11.011.01.39%1.39%
Tax-exempt2,9092,909 17.4 17.42.94%2.94%
Other1701700.60.61.33%1.33%
Fed funds sold & Interest-
bearing deposits4,630 (4,273)
b
357 2.5 $ (2.3)
b
0.2 0.22%0.22%
b
0.22%
$ 34,792(4,529)$ 30,263 $ 258.6 $ (13.1)$ 245.4 3.11%3.40%
Nonearning assets3,845 3,845
$ 38,637$ (4,529)$ 34,108
Total deposits and Interest-
bearing liabilities33,049(4,529)
a,b
28,520 19.1(2.6)
a,b
16.50.23%0.23%
a,b
0.23%
Other liabilities257257
Stockholders' equity5,3315,331
$ 38,637$ (4,529)$ 34,108
Net Interest income$ 239.5 $ (10.6)$ 228.9
Net interest margin
(3)
2.89%0.29%3.18%
Pro Forma Adjustments
a Average balances of PPP loans carried during 1Q22 at an average yield of 17.19%; assume funded from all funding sources.
b Estimated average balances of excess liquidity carried during 1Q22 with average yield of 0.22%; assume funded from all funding sources.
45
NIM Adjusted for PPP and Liquidity Impact –4Q21
Estimate PPP and Liquidity Build negatively impacted 4Q21 NIM by 0.25%
(2) Yields computed on tax-exempt instruments on a tax equivalent basis and included $10.1 million of taxable equivalent income for the three months ended Dec. 31, 2021compared to $8.4
million for the three months ended Dec. 31, 2020. 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 then current period presented.
(1) Average balances of nonperforming loans are included in the above amounts.
(3) 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.
Actual Avg Balances
4Q21
ProForma
Adjustments
Adjusted Avg
Balances after PF
EntriesInterest
ProForma
Adjustments
Adjusted
Interest after
PF EntriesRates/ Yields
ProForma
Yield/ Rate
Adj.
Adj. Yield/
Rates after
PF Entries
Loans
(1)(2)
$ 23,226$ (531)
a
$ 22,695 $ 230.0 $ (15.5)
a
$ 214.64.04%11.56%
a
3.86%
Securities
(2)
Taxable3,113 3,113 9.79.71.24%1.24%
Tax-exempt2,7012,701 16.9 16.93.04%3.04%
Other1681680.50.51.28%1.28%
Fed funds sold & Interest-
bearing deposits4,188 (3,843)
b
345 2.0 $ (1.8)
b
0.2 0.19%0.19%
b
0.19%
$ 33,395(4,374)$ 29,021 $ 259.2 $ (17.3)$ 241.9 3.20%3.44%
Nonearning assets3,737 3,737
$ 37,132 $ (4,374)$ 32,758
Total deposits and Interest-
bearing liabilities31,549(4,374)
a,b
27,175 20.4(2.8)
a,b
17.60.26%0.26%
a,b
0.26%
Other liabilities321321
Stockholders' equity5,2635,263
$ 37,132$ (4,374)$ 32,758
Net Interest income$ 238.8 $ (14.5)$ 224.3
Net interest margin
(3)
2.96%0.25%3.20%
Pro Forma Adjustments
a Average balances of PPP loans carried during 4Q21 at an average yield of 11.56%; assume funded from all funding sources.
b Estimated average balances of excess liquidity carried during 4Q21 with average yield of 0.19%; assume funded from all funding sources.
46
NIM Adjusted for PPP and Liquidity Impact –3Q21
Estimate PPP and Liquidity Build negatively impacted 3Q21 NIM by 0.17%
(2) Yields computed on tax-exempt instruments on a tax equivalent basis and included $8.5 million of taxable equivalent income for the three months ended September 30, 2021compared to
$7.3 million for the three months ended September 30, 2020. 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 then current period presented.
(1) Average balances of nonperforming loans are included in the above amounts.
(3) 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.
Actual Avg Balances
3Q21
ProForma
Adjustments
Adjusted Avg
Balances after PF
EntriesInterest
ProForma
Adjustments
Adjusted
Interest after
PF EntriesRates/ Yields
ProForma
Yield/ Rate
Adj.
Adj. Yield/
Rates after
PF Entries
Loans
(1)(2)
$ 22,987$ (984)
a
$ 22,003 $ 233.9 $ (21.2)
a
$ 212.74.13%8.54%
a
3.93%
Securities
(2)
Taxable2,868 2,868 9.09.01.24%1.24%
Tax-exempt2,5832,583 15.9 15.92.93%2.93%
Other1551550.50.51.38%1.38%
Fed funds sold & Interest-
bearing deposits3,588 (3,174)
b
414 1.6 $ (1.5)
b
0.1 0.18%0.18%
b
0.13%
$ 32,181(4,158)$ 28,023 $ 260.9 $ (22.7)$ 238.2 3.32%3.49%
Nonearning assets3,715 3,715
$ 35,896 $ (4,158)$ 31,738
Total deposits and Interest-
bearing liabilities30,379(4,158)
a,b
26,221 23.3(3.2)
a,b
20.10.30%0.30%
a,b
0.30%
Other liabilities340340
Stockholders' equity5,1775,177
$ 35,896$ (4,158)$ 31,738
Net Interest income$ 237.5 $ (19.5)$ 218.1
Net interest margin
(3)
3.03%0.17%3.21%
Pro Forma Adjustments
a Average balances of PPP loans carried during 3Q21 at an average yield of 8.54%; assume funded from all funding sources.
b Estimated average balances of excess liquidity carried during 3Q21 with average yield of 0.18%; assume funded from all funding sources.
47
NIM Adjusted for PPP and Liquidity Impact –2Q21
Estimate PPP and Liquidity Build negatively impacted 2Q21 NIM by 0.17%
(2) Yields computed on tax-exempt instruments on a tax equivalent basis and included $7.9 million of taxable equivalent income for the three months ended June 30, 2021 compared to $6.9
million for the three months ended June 30, 2020. 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 then current period presented.
(1) Average balances of nonperforming loans are included in the above amounts.
(3) 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.
Actual Avg Balances
2Q21
ProForma
Adjustments
Adjusted Avg
Balances after PF
EntriesInterest
ProForma
Adjustments
Adjusted
Interest after
PF EntriesRates/ Yields
ProForma
Yield/ Rate
Adj.
Adj. Yield/
Rates after
PF Entries
Loans
(1)(2)
$ 23,180$ (1,929)
a
$ 21,251 $ 232.8 $ (26.3)
a
$ 206.54.11%5.47%
a
3.98%
Securities
(2)
Taxable2,581 2,581 8.48.41.30%1.30%
Tax-exempt2,4562,456 16.5 16.5 3.25%3.25%
Other1571570.60.61.47%1.47%
Fed funds sold & Interest-
bearing deposits2,986 (2,574)
b
412 1.0 $ (0.9)
b
0.1 0.13%0.13%
b
0.13%
$ 31,360 (4,503)$ 26,857 $ 259.2 $ (27.2)$ 232.1 3.42%3.58%
Nonearning assets3,694 3,694
$ 35,054 $ (4,503)$ 30,551
Total deposits and Interest-
bearing liabilities29,749 (4,503)
a,b
25,246 26.0 (3.9)
a,b
22.10.35%0.35%
a,b
0.35%
Other liabilities265 265
Stockholders' equity5,0405,040
$ 35,054$ (4,503)$ 30,551
Net Interest income$ 233.2 $ (23.2)$ 210.0
Net interest margin
(3)
3.08%0.17%3.25%
Pro Forma Adjustments
a Average balances of PPP loans carried during 2Q21 at an average yield of 5.47%; assume funded from all funding sources.
b Estimated average balances of excess liquidity carried during 2Q21 with average yield of 0.14%; assume funded from all funding sources.
48
NIM Adjusted for PPP and Liquidity Impact –1Q21
Estimate PPP and Liquidity Build negatively impacted 1Q21 NIM by 0.27%
(2) Yields computed on tax-exempt instruments on a tax equivalent basis and included $7.3 million of taxable equivalent income for the three months ended March 31, 2021 compared to $7.0
million for the three months ended March 31, 2020. The tax-exempt benefit has been reduced by the projected impact of tax-exemptincome that will be disallowed pursuant to IRS
Regulations as of and for the then current period presented.
(1) Average balances of nonperforming loans are included in the above amounts.
(3) 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.
Actual Avg Balances
1Q21
ProForma
Adjustments
Adjusted Avg
Balances after PF
EntriesInterest
ProForma
Adjustments
Adjusted
Interest after
PF EntriesRates/ Yields
ProForma
Yield/ Rate
Adj.
Adj. Yield/
Rates after
PF Entries
Loans
(1)(2)
$ 22,848$ (2,065)
a
$ 20,783 $ 227.4 $ (23.0)
a
$ 204.44.11%4.51%
a
4.07%
Securities
(2)
Taxable2,271 2,271 7.77.71.38%1.38%
Tax-exempt2,3952,395 15.5 15.5 3.15%3.15%
Other1601600.60.61.54%1.54%
Fed funds sold & Interest-
bearing deposits3,196 (2,752)
b
445 0.7 $ (0.6)
b
0.1 0.09%0.09%
b
0.09%
$ 30,871 (4,816)$ 26,054 $ 251.9 $ (23.6)$ 228.3 3.41%3.67%
Nonearning assets3,789 3,789
$ 34,659 $ (4,816)$ 29,843
Total deposits and Interest-
bearing liabilities29,373 (4,816)
a,b
24,556 29.0 (4.8)
a,b
24.30.40%0.40%
a,b
0.40%
Other liabilities332 332
Stockholders' equity4,954 4,954
$ 34,659 $ (4,816)$ 29,843
Net Interest income$ 222.9 $ (18.8)$ 204.0
Net interest margin
(3)
3.02%0.27%3.29%
Pro Forma Adjustments
a Average balances of PPP loans carried during 1Q21 at an average yield of 4.51%; assume funded from all funding sources.
b Estimated average balances of excess liquidity carried during 1Q21 with average yield of 0.09%; assume funded from all funding sources.
49
NIM Adjusted for PPP and Liquidity Impact –4Q20
Estimate PPP and Liquidity Build negatively impacted 4Q20 NIM by 0.29%
(2) Yields computed on tax-exempt instruments on a tax equivalent basis and included $8.4 million of taxable equivalent income for the three months ended December 31, 2020 compared to
$8.1 million for the three months ended December 31, 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 then current period presented.
(1) Average balances of nonperforming loans are included in the above amounts.
(3) 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.
Actual Avg Balances
4Q20
ProForma
Adjustments
Adjusted Avg
Balances after PF
EntriesInterest
ProForma
Adjustments
Adjusted
Interest after
PF EntriesRates/ Yields
ProForma
Yield/ Rate
Adj.
Adj. Yield/
Rates after
PF Entries
Loans
(1)(2)
$ 22,525$ (2,110)
a
$ 20,414 $ 232.6 $ (24.6)
a
$ 208.0 4.20%4.64%
a
4.16%
Securities
(2)
Taxable2,236 2,236 7.57.5 1.34%1.34%
Tax-exempt2,3322,332 15.4 15.4 3.16%3.16%
Other1571570.60.61.52%1.52%
Fed funds sold & Interest-
bearing deposits3,464 (2,978)
b
486 0.9 $ (0.8)
b
0.1 0.10%0.11%
b
0.09%
$ 30,714 (5,088)$ 25,626 $ 257.0 $ (25.4)$ 231.6 3.44%3.60%
Nonearning assets3,723 3,723
$ 34,437 $ (5,088)$ 29,348
Total deposits and Interest-
bearing liabilities29,239 (5,088)
a,b
24,150 36.1 (6.3)
a,b
29.80.49%0.49%
a,b
0.49%
Other liabilities346 346
Stockholders' equity4,852 4,852
$ 34,437 $ (5,088)$ 29,348
Net Interest income$ 221.0 $ (19.1)$ 201.9
Net interest margin
(3)
2.97%0.29%3.27%
Pro Forma Adjustments
a Average balances of PPP loans carried during 4Q20 at an average yield of 4.64%; assume funded from all funding sources.
b Estimated average balances of excess liquidity carried during 4Q20 with average yield of 0.11%; assume funded from all funding sources.
50
NIM Adjusted for PPP and Liquidity Impact –3Q20
Estimate PPP and Liquidity Build negatively impacted 3Q20 NIM by 0.40%
(2) Yields computed on tax-exempt instruments on a tax equivalent basis and included $7.3 million of taxable equivalent income for the three months ended Sept. 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 then current period presented.
(1) Average balances of nonperforming loans are included in the above amounts.
(3) 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.
Actual Avg Balances
3Q20
ProForma
Adjustments
Adjusted Avg
Balances after PF
EntriesInterest
ProForma
Adjustments
Adjusted
Interest after
PF EntriesRates/ Yields
ProForma
Yield/ Rate
Adj.
Adj. Yield/
Rates after
PF Entries
Loans
(1)(2)
$ 22,493
$
(2,235)
a
$ 20,258 $ 224.5 $ (15.6)
a
$ 208.9 4.04%2.77%
a
4.19%
Securities
(2)
Taxable2,226 2,226 8.38.3 1.43%1.48%
Tax-exempt2,194 2,194 15.0 15.0 3.37%3.29%
Other1521520.60.61.62%1.62%
Fed funds sold & Interest-
bearing deposits3,127 (2,616)
b
511 0.8 $ (0.7)
b
0.1 0.10%0.10%
b
0.10%
$ 30,192 (4,851)$ 25,341 $ 249.2 $ (16.3)$ 232.9 3.38%3.79%
Nonearning assets3,647 3,647
$ 33,839
$
(4,851)$ 28,988
Total deposits and Interest-
bearing liabilities28,731 (4,851)
a,b
23,880 42.6 (7.2)
a,b
35.4 0.59%0.59%
a,b
0.59%
Other liabilities342 342
Stockholders' equity4,766 4,766
$ 33,839
$
(4,851)$ 28,988
Net Interest income$ 206.6 $ (9.0)$ 197.5
Net interest margin
(3)
2.82%0.40%3.22%
Pro Forma Adjustments
a Average balances of PPP loans carried during 3Q20 at an average yield of 2.77%; assume funded from all funding sources.
b Estimated average balances of excess liquidity carried during 3Q20 with average yield of 0.10%; assume funded from all funding sources.
51
NIM Adjusted for PPP and Liquidity Impact –2Q20
Estimate PPP and Liquidity Build negatively impacted 2Q20 NIM by 0.32%
(2) Yields computed on tax-exempt instruments on a tax equivalent basis and included $6.9 million of taxable equivalent income for the three months ended June 30, 2020 compared to $6.9
million for the three months ended June 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 then current period presented.
(1) Average balances of nonperforming loans are included in the above amounts.
(3) 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.
Actual Avg Balances
2Q20
ProForma
Adjustments
Adjusted Avg
Balances after PF
EntriesInterest
ProForma
Adjustments
Adjusted
Interest after
PF EntriesRates/ Yields
ProForma
Yield/ Rate
Adj.
Adj. Yield/
Rates after
PF Entries
Loans
(1)(2)
$ 22,257 $ (1,689)
a
$ 20,568 $ 226.28 $ (12.12)
a
$ 214.16 4.16%2.89%
a
4.27%
Securities
(2)
Taxable2,157 2,157 9.59 9.59 1.79%1.79%
Tax-exempt2,038 2,038 14.60 14.60 3.44%3.44%
Fed funds sold2,619 (1,967)
b
652 1.27 $ (0.42)
b
0.85 0.20%0.09%
b
0.29%
$ 29,071 (3,656)$ 25,415 $ 251.74 $ (12.54)$ 239.20 3.58%3.89%
Nonearning assets3,715 3,715
$ 32,786 $ (3,656)$ 29,130
Total Deposits and
Interest Bearing
Liabilities27,919 (3,656)
a,b
24,263 51.08 (6.69)
a,b
44.39 0.74%0.74%
a,b
0.74%
Other liabilities368 368
Stockholders' equity4,499 4,499
$ 32,786 $ (3,656)$ 29,130
Net Interest income$ 200.66 $ (5.86)$ 194.80
Net interest margin
(3)
2.87%0.32%3.19%
Pro Forma Adjustments
a Average balances of PPP loans carried during 2Q20 at an average yield of 2.89%. Assume funded from all funding sources.
b Estimated average balances of excess liquidity carried during 2Q20 with average yield of 0.09%. Assume funded from all funding sources.
52
Income Statement –Mortgage Volumes
1.00%
1.50%
2.00%
2.50%
3.00%
3.50%
4.00%
4.50%
5.00%
$25,000
$100,000
$175,000
$250,000
$325,000
$400,000
$475,000
$550,000
$625,000
Purchase Money Refinance Gross fees as a % of loans originated
53
($'s in thousands)
20182019202020211Q22
PPNR Trends
Net interest income $ 736,342$ 766,142$821,788$932,401$239,475
Noninterest income 200,850263,826317,840395,734103,496
Noninterest expense (452,867)(505,148)(564,455)(660,104)(182,661)
PPNR before adjustments$ 484,325$ 524,820$575,173$668,031$160,310
Adjustments to PPNR
Investment (gains) and losses$ 2,254$ 5,941($986)($759)61
Loss on sale of non-prime automobile portfolio-1,536---
ORE expense (benefit)7234,2288,555(712)105
Merger charges8,259----
FHLB restructuring charges--15,168--
Hedge termination charges--4,673--
Branch rationalization charges-3,189---
Adjusted PPNR $ 495,561$539,714$602,583$666,560$160,476
Adjusted PPNR growth rate*36.6%8.9%11.6%10.6%(2.4%)
Net PPNR per share*$6.25$6.84$7.60$8.80$8.45
Adjustments to PPNR per share*$0.15$0.19$0.36$0.02$0.01
Adjusted Net PPNR per share*$6.40$ 7.03$7.96$8.78$8.44
PPNR/share growth rate13.5%9.8%13.2%10.3%(3.9%)
Income Statement –PPNR
$0
$100
$200
$300
$400
$500
$600
$700
20182019202020211Q22*
Adjusted PPNR
*: YTD Annualized
54
*: 1Q22 YTD Annualized
BHG Financials
Increasing equity position supports strong business model
Source: BHG Internal Data, unaudited.
•Record earnings performance in 1Q22
•Loan sales continue to reflect high premiums, despite rate increases
55
($'s in thousands)
1Q 20224Q 20211Q 2021
Interest Income83,244$ 72,528$ 34,587$
Interest Expense15,948 13,292 7,222
Provision for Loan Losses24,038 12,148 6,249
Net Interest Income After Provision for Loan Losses43,258 47,088 21,116
Gains on Loan Sales & Origination Fees148,040 129,512 115,992
Other Income7,328 4,699 7,044
Total Net Revenues198,626 181,299 144,152
Gross Revenues238,612 206,739 157,623
Salary and Benefits55,959 56,330 39,190
Marketing Expenses44,618 45,874 24,820
Portfolio Expenses6,863 5,085 4,010
Other Expenses21,359 17,154 17,571
Total Operating Expenses128,800 124,443 85,591
Net Earnings69,826$ 56,856$ 58,562$
Profitability Statistics
Earnings to Gross Revenues29.26%27.50%37.15%
Portfolio Mgmt Expense to Gross Revenues19.63%14.76%11.09%
Operating Expenses to Gross Revenues51.10%57.73%51.76%
($'s in thousands)
At M ar 31,
2022
At Dec 31,
2021
At M ar 31,
2021
Cash and Cash Equivalents440,594 373,149 243,772
Loans Held for Investment2,338,317 2,051,137 911,437
Allowance for Loan Losses(57,817) (46,673) (24,719)
Loans Held for Sale181,918 156,724 362,098
Premises and Equipment85,617 81,076 58,650
Other Assets117,753 109,127 57,674
Total Assets3,106,382$ 2,724,542$ 1,608,912$
Recourse Obligation207,954 207,311 295,950
Secured Borrowings1,837,361 1,612,423 785,628
Notes Payable464,087 364,997 76,419
Borrower Reimbursable Fee112,364 103,720 80,527
Other Liabilities85,109 66,805 95,540
2,706,875$ 2,355,256$ 1,334,066$
Equity (all Tangible)399,507 369,286 274,846
Total Liabilities & Stockholders Equity3,106,382$ 2,724,542$ 1,608,912$
Loan Liability at Other Bank s4,315,840 4,143,489 3,898,877
Total Outstanding Loan Liability6,596,340 6,147,954 4,785,594
Soundness Statistics:
Cash to Assets14.18%13.70%15.15%
Equity to Assets12.86%13.55%17.08%
Recourse Obligation to Loans at Other Bank s4.82%5.00%7.59%
Allowance to Loans Held for Investment2.47%2.28%2.71%
Total Reserves against Total Outstanding4.03%4.13%6.70%
Total Liabilities
Income Statement
Reconciliation of Non-GAAP Financial Measures
56
Income Statement
Reconciliation of Non-GAAP Financial Measures
57
2022 Peer Group
58
Institution NameTickerCity, State
Pinnacle Financial Partners, Inc.PNFPNashville, TN
Comerica Inc. CMADallas, TX
First Horizon Corp. FHNMemphis, TN
Zions Bancorp. NAZIONSalt Lake City, UT
Synovus Financial Corp.SNVColumbus, GA
Cullen/Frost Bankers, Inc.CFRSan Antonio, TX
Wintrust Financial CorporationWTFCRosemont, IL
Valley National BancorpVLYNew York, NY
South State CorporationSSBWinter Haven, FL
F.N.B. CorporationFNBPittsburgh, PA
UMB Financial CorporationUMBFKansas City, MO
Prosperity Bancshares, Inc.PBHouston, TX
PacWest BancorpPACWBeverly Hills, CA
Hancock Whitney CorporationHWCGulfport, MS
Bank United Inc.BKUHouston, TX
Commerce Bancshares, Inc.CBSHKansas City, MO
Associated Banc-corpASBGreen Bay, WI
Umpqua Holdings CorporationUMPQPortland, OR
Cadence BankCADETupelo, MS
United Bankshares Inc.
UBSICharleston, WV
Fulton Financial CorporationFULTLancaster, PA
Bank OZKOZKLittle Rock, AR
Simmons First National CorporationSFNCPine Bluff, AR
Investor Call
FIRST QUARTER 2022
M. TERRY TURNER, PRESIDENT AND CEO
HAROLD R. CARPENTER, EVP AND CFO
PNFP Reports 2Q25 Diluted EPS of 2.00
guidanceUploaded 4/9/2026by pdf-importType: press_releasePublished 6/15/2025
Content preview
FOR IMMEDIATE RELEASE
MEDIA CONTACT:Joe Bass, 615-743-8219
FINANCIAL CONTACT:Harold Carpenter, 615-744-3742
WEBSITE: www.pnfp.com
PNFP REPORTS 2Q25 DILUTED EPS OF $2.00
Linked-quarter annualized growth for loans was 10.7%; Net interest margin increased to 3.23% in 2Q25
NASHVILLE, TN, July 15, 2025 - Pinnacle Financial Partners, Inc. (Nasdaq/NGS: PNFP) reported net income per diluted
common share of $2.00 for the quarter ended June 30, 2025, compared to net income per diluted common share of...
Show full content (77,357 chars)
FOR IMMEDIATE RELEASE
MEDIA CONTACT:Joe Bass, 615-743-8219
FINANCIAL CONTACT:Harold Carpenter, 615-744-3742
WEBSITE: www.pnfp.com
PNFP REPORTS 2Q25 DILUTED EPS OF $2.00
Linked-quarter annualized growth for loans was 10.7%; Net interest margin increased to 3.23% in 2Q25
NASHVILLE, TN, July 15, 2025 - Pinnacle Financial Partners, Inc. (Nasdaq/NGS: PNFP) reported net income per diluted
common share of $2.00 for the quarter ended June 30, 2025, compared to net income per diluted common share of $0.64 for the
quarter ended June 30, 2024, an increase of approximately 212.5 percent. Net income per diluted common share was $3.77 for the
six months ended June 30, 2025, compared to net income per diluted common share of $2.21 for the six months ended June 30,
2024, an increase of approximately 70.6 percent.
After considering the adjustments noted in the table below, net income per diluted common share was $2.00 for the three
months ended June 30, 2025, compared to $1.63 for the three months ended June 30, 2024, an increase of 22.7 percent. Net
income per diluted common share, adjusted for the items noted in the table below, was $3.90 for the six months ended June 30,
2025, compared to net income per diluted common share of $3.16 for the six months ended June 30, 2024, an increase of
approximately 23.4 percent.
Three months ended Six Months Ended
June 30,
2025
March 31,
2025
June 30,
2024
June 30,
2025
June 30,
2024
Diluted earnings per common share$ 2.00 $ 1.77 $ 0.64 $ 3.77 $ 2.21
Adjustments, net of tax
(1)
:
Investment losses on sales of securities, net — 0.12 0.71 0.12 0.71
Recognition of mortgage servicing asset — — — — (0.12)
FDIC special assessment — — — — — 0.08
Fees related to terminating agreement to resell
securities previously purchased and professional
fees associated with capital optimization initiatives — — 0.28 — 0.28
Diluted earnings per common share after adjustments$ 2.00 $ 1.90 $ 1.63 $ 3.90 $ 3.16
Numbers may not foot due to rounding.
(1)
: Adjustments include tax effect calculated using a marginal tax rate of 25.00 percent for all periods presented.
"Second quarter results demonstrate again the reliability of our differentiated model to produce outsized revenue, earnings per
share and loan growth regardless of the operating environment," said M. Terry Turner, Pinnacle's president and chief executive
officer. "Our second quarter revenues increased by approximately 36.4 percent linked-quarter annualized over the first quarter of
2025 and 21.8 percent over the same quarter last year. Fully diluted earnings per share after adjustments were up 21.1 percent
linked-quarter annualized over the first quarter of 2025 and 22.7 percent over the same quarter last year. Also, loan growth for the
second quarter was approximately 10.7 percent linked-quarter annualized in comparison to the first quarter of 2025.
"During the second quarter, we continued to be very active on the recruiting front, attracting 38 revenue producers as we
continue to invest in the future growth of our firm. Thus far this year, we have hired 71 revenue producers which puts us on pace
to have another very strong recruiting year for our firm. During the second quarter, we announced an expansion into Richmond,
1
VA, another outstanding banking market in the Southeast. We entered Richmond with a de novo start by hiring six local bankers
with an average experience level of approximately 28 years. We are very excited to welcome these banking professionals to the
Pinnacle family."
BALANCE SHEET GROWTH AND LIQUIDITY:
Total assets at June 30, 2025, were $54.8 billion, an increase of approximately $546.6 million from March 31, 2025, and $5.4
billion from June 30, 2024, reflecting a linked-quarter annualized increase of 4.0 percent and a year-over-year increase of 11.0
percent. A further analysis of select balance sheet trends follows:
Loans$ 37,105,164 $ 36,136,746 10.7%$ 33,769,150 9.9%
Securities 9,066,651 8,718,794 16.0% 7,882,891 15.0%
Other interest-earning assets 2,923,964 3,776,121 (90.3)% 2,433,910 20.1%
Total interest-earning assets$ 49,095,779 $ 48,631,661 3.8%$ 44,085,951 11.4%
Core deposits:
Noninterest-bearing deposits$ 8,640,759 $ 8,507,351 6.3%$ 7,932,882 8.9%
Interest-bearing core deposits
(1)
$ 31,120,278 $ 31,505,648 (4.9)%$ 27,024,945 15.2%
Noncore deposits and other funding
(2)
$ 7,698,394 $ 7,042,510 37.3%$ 7,569,703 1.7%
Total funding $ 47,459,431 $ 47,055,509 3.4%$ 42,527,530 11.6%
Balances at
Linked-
Quarter
Annualized
% Change
Balances at
Year-over-Year
% Change(dollars in thousands)
June 30,
2025
March 31,
2025
June 30,
2024
(1)
: Interest-bearing core deposits are interest-bearing deposits, money market accounts and time deposits less than $250,000 including reciprocating time and
money market deposits.
(2)
: Noncore deposits and other funding consists of time deposits greater than $250,000, securities sold under agreements to repurchase, public funds,
brokered deposits, FHLB advances and subordinated debt.
"Loan growth was one of our highlights for the second quarter," said Harold R. Carpenter, Pinnacle’s chief financial officer.
"Our commercial and industrial (C&I) loan segment continued to show strong growth as these loans increased 21.9 percent linked
quarter annualized in the second quarter. Our other loans, including commercial real estate loans, increased linked-quarter at an
annualized rate of approximately 3.5 percent between the first and second quarters. We expect growth rates for other loan
segments to increase primarily because our appetite for sound commercial real estate projects has increased because of essentially
achieving our lower concentration limits for commercial real estate lending. We have been below our construction lending
concentration limit for several quarters and are now just slightly above our limit for the broader commercial real estate lending
concentration limit.
"We will continue to rely on our recent hires, newer markets and specialty areas to fuel our loan growth as they move clients
from competitors to our firm in an outsized way. As to deposit growth, our deposits increased by $519.8 million in the second
quarter from the first quarter. Perhaps most important is that our noninterest bearing deposits, which are primarily composed of
client operating accounts, increased by $133.4 million in the second quarter, and are now up by $470.3 million year-to date, or
about 11.5 percent annualized."
2
PRE-TAX, PRE-PROVISION NET REVENUE (PPNR) GROWTH AND PROFITABILITY:
Pre-tax, pre-provision net revenues (PPNR) for the three and six months ended June 30, 2025 were $218.5 million and $405.9
million, respectively, compared to $95.2 million and $280.9 million, respectively, recognized in the three and six months ended
June 30, 2024. As noted in the table below, adjusted PPNR for the three and six months ended June 30, 2025 were $218.7 million
and $418.6 million, respectively, compared to $195.7 million and $377.0 million, respectively, recognized in the three and six
months ended June 30, 2024, an increase of 11.8 percent and 11.0 percent, respectively.
Revenues:
Net interest income$ 379,533 $ 332,262 14.2 %$ 743,961 $ 650,296 14.4 %
Noninterest income 125,457 34,288 >100.0% 223,883 144,391 55.1 %
Total revenues 504,990 366,550 37.8 % 967,844 794,687 21.8 %
Noninterest expense 286,446 271,389 5.5 % 561,933 513,754 9.4 %
Pre-tax, pre-provision net revenue 218,544 95,161 >100.0% 405,911 280,933 44.5 %
Adjustments:
Investment losses on sales of securities, net — 72,103 (100.0) % 12,512 72,103 >(100.0)%
Recognition of mortgage servicing asset — — NM — (11,812) (100.0) %
ORE expense 137 22 >100.0% 195 106 84.0 %
FDIC special assessment — — NM — 7,250 (100.0) %
Fees related to terminating agreement to resell
securities previously purchased and professional
fees associated with capital optimization initiatives — 28,400 (100.0) % — 28,400 (100.0) %
Adjusted pre-tax pre-provision net revenue$ 218,681 $ 195,686 11.8 %$ 418,618 $ 376,980 11.0 %
Three months ended Six months ended
June 30,June 30,
(dollars in thousands)20252024 % change20252024% change
Three months endedSix months ended
June 30, 2025March 31, 2025June 30, 2024June 30, 2025June 30, 2024
Net interest margin 3.23 % 3.21 % 3.14 % 3.22 % 3.09 %
Efficiency ratio 56.72 % 59.52 % 74.04 % 58.06 % 64.65 %
Return on average assets 1.15 % 1.05 % 0.41 % 1.10 % 0.70 %
Return on average tangible common equity (TCE) 13.75 % 12.51 % 4.90 % 13.14 % 8.48 %
Average loan to deposit ratio 83.57 % 83.78 % 84.95 % 83.68 % 84.84 %
Net interest income for the second quarter of 2025 was $379.5 million, compared to $332.3 million for the second quarter of
2024, a year-over-year growth rate of 14.2 percent. Net interest margin was 3.23 percent for the second quarter of 2025, compared
to 3.14 percent for the second quarter of 2024.
Total revenues for the second quarter of 2025 were $505.0 million, compared to $366.6 million for the second quarter of
2024. As noted in the table below, adjusted total revenues for the second quarter of 2025 were $505.0 million, compared to
$438.7 million for the second quarter of 2024, a year-over-year increase of 15.1 percent.
3
Three months ended
Linked-quarter
Annualized %
Change
Three months ended
Yr-over-Yr
% Change(dollars in thousands)June 30, 2025March 31, 2025June 30, 2024
Net interest income$ 379,533 $ 364,428 16.6 %$ 332,262 14.2 %
Noninterest income 125,457 98,426 >100.0% 34,288 >100.0%
Total revenues 504,990 462,854 36.4 % 366,550 37.8 %
Adjustments:
Investment losses on sales of securities,
net — 12,512 (100.0) % 72,103 (100.0) %
Adjusted total revenues$ 504,990 $ 475,366 24.9 %$ 438,653 15.1 %
•Wealth management revenues, which include investment, trust and insurance services, were $32.3 million for the
second quarter of 2025, compared to $27.8 million for the second quarter of 2024, a year-over-year increase of 16.4
percent. The increase in wealth management revenues continues to be primarily attributable to an increase in capacity
as we hire more revenue producers across the firm, but particularly in the areas of the firm's most recent market
extensions.
•Income from the firm's investment in Banker's Healthcare Group (BHG) was $26.0 million for the second quarter of
2025, compared to $18.7 million for the second quarter of 2024, a year-over-year increase of 39.3 percent.
◦BHG's loan originations were $1.5 billion in the second quarter of 2025, compared to $1.2 billion in the first
quarter of 2025 and $871 million in the second quarter of 2024.
◦Loans sold to BHG's community bank partners were approximately $614 million in the second quarter of
2025, compared to $605 million in the first quarter of 2025 and $467 million in the second quarter of 2024.
◦BHG reserves for on-balance sheet loan losses were $279.1 million, or 10.5 percent of loans held for
investment at June 30, 2025, compared to 9.2 percent at March 31, 2025, and 9.9 percent at June 30, 2024.
◦At June 30, 2025, BHG increased its accrual for estimated losses attributable to loan substitutions and
prepayments to $624.4 million, or 7.8 percent of the unpaid balances on loans that were previously purchased
by BHG's community bank network, compared to 7.5 percent at March 31, 2025 and 5.9 percent at June 30,
2024.
•Other noninterest income was $47.9 million for the quarter ended June 30, 2025, an increase of $6.1 million from the
second quarter of 2024. Contributing to the increase in other noninterest income during the second quarter of 2025 was
approximately $3.2 million in revenues due to the increase in fair value of other equity investments.
Noninterest expense for the second quarter of 2025 was $286.4 million, compared to $271.4 million for the second quarter of
2024. As noted in the table below, adjusted noninterest expense for the second quarter of 2025 was $286.3 million, compared to
$243.0 million for the second quarter of 2024.
Three months ended
Linked-quarter
Annualized
% Change
Three months ended
Yr-over-yr
% Change
(dollars in thousands)
June 30, 2025March 31, 2025June 30, 2024
Noninterest expense $ 286,446 $ 275,487 15.9 %$ 271,389 5.5 %
Less:
ORE expense 137 58 >100.0% 22 >100.0%
Fees related to terminating agreement to
resell securities previously purchased and
professional fees associated with capital
optimization initiatives
— — N/A 28,400 100.0 %
Adjusted noninterest expense$ 286,309 $ 275,429 15.8 %$ 242,967 17.8 %
4
•Salaries and employee benefits were $181.2 million in the second quarter of 2025, compared to $150.1 million in the
second quarter of 2024, reflecting a year-over-year increase of 20.7 percent.
◦Cash incentive costs in the second quarter of 2025 totaling $33.5 million were approximately $16.0 million
higher than the second quarter of 2024. The increase in cash incentive costs was due to increases in
headcount, annual merit raises and other base salary adjustments for participants in the Company's annual
cash incentive plan and, importantly, an increase in the estimated payout for anticipated incentive award
payouts. The second quarter 2024 accrual assumed an approximate 80 percent of target payout for 2024
compared to a second quarter 2025 accrual that assumes an approximate 115 percent of target payout for
2025.
•Equipment and occupancy costs were $48.0 million in the second quarter of 2025, compared to $41.0 million in the
second quarter of 2024, resulting in a year-over-year increase of 17.1 percent. This increase was primarily attributable
to the opening of nine new full-service locations throughout the Company's footprint since January 1, 2024 and the
relocation of the Company's corporate headquarters to a new location in downtown Nashville during the first quarter of
2025.
•Marketing and other business development costs were $8.8 million in the second quarter of 2025, compared to $6.8
million in the second quarter of 2024, resulting in a year-over-year increase of 29.5 percent. The primary drivers of the
increases in marketing and business development costs were the Company's partnership with The Pinnacle, Nashville's
newest live music venue, which opened in March 2025, and other factors including increases in both client and
associate engagement expenses due to our increased headcount and market extensions.
•Noninterest expense categories, other than those specifically noted above, were $48.4 million in the second quarter of
2025, compared to $73.5 million in the second quarter of 2024, resulting in a year-over-year decrease of 34.1 percent.
Primarily impacting the changes in other noninterest expense between the second quarter of 2025 and the comparable
period in 2024 was the impact of the $28.4 million in fees paid in the second quarter of 2024 to terminate the resell
agreement and professional fees incurred in connection with the capital optimization initiatives completed in the
second quarter of 2024.
"Revenue growth has been a focus for us since our founding almost 25 years ago," Carpenter said. "Second quarter revenues
amounted to approximately $505.0 million, which was a 37.8 percent increase over the same period last year. Loan growth was
the driver for net interest income growth as second quarter net interest income was 14.2 percent greater in the second quarter of
2025 than the same quarter last year. As anticipated, we did experience some margin expansion in the second quarter from the
first quarter and expect continued expansion into the third quarter. We attribute margin expansion, in part, to our deliberate focus
on prudently managing our funding costs in spite of meaningful growth in our interest earning asset base.
"Noninterest income growth was another highlight for the quarter," Carpenter said. "Excluding the impact of a bond
restructuring trade during the first quarter of 2025, we continued to see quarter-over-quarter growth in nearly every core banking
fee category. We are particularly pleased with our efforts in commercial analysis and wealth management as we continue to
experience strong growth in these strategically important areas. BHG had another sound quarter, providing $26.0 million in fee
revenues to our firm in the second quarter of 2025, which was approximately $5.6 million higher than the first quarter of 2025 and
$7.3 million higher than the second quarter of 2024."
5
CAPITAL AND SOUNDNESS:
As of
June 30,
2025
December 31,
2024
June 30,
2024
Shareholders' equity to total assets 12.1 % 12.2 % 12.5 %
Tangible common equity to tangible assets 8.6 % 8.6 % 8.6 %
Book value per common share$ 82.79 $ 80.46 $ 77.15
Tangible book value per common share$ 58.70 $ 56.24 $ 52.92
Annualized net loan charge-offs to avg. loans
(1)
0.20 % 0.24 % 0.27 %
Nonperforming assets to total loans, ORE and other nonperforming assets (NPAs) 0.44 % 0.42 % 0.30 %
Classified asset ratio (Pinnacle Bank)
(2)
3.90 % 3.79 % 3.99 %
Construction and land development loans as a percentage of total capital
(3)
61.80 % 70.50 % 72.90 %
Construction and land development, non-owner occupied commercial real estate and
multi-family loans as a percentage of total capital
(3)
228.60 % 242.20 % 254.00 %
Allowance for credit losses (ACL) to total loans 1.14 % 1.17 % 1.13 %
(1)
: Annualized net loan charge-offs to average loans ratios are computed by annualizing quarterly net loan charge-offs and dividing the result by
average loans for the quarter.
(2)
: Classified assets as a percentage of Tier 1 capital plus allowance for credit losses.
(3):
Calculated using the same guidelines as are used in the Federal Financial Institutions Examination Council's Uniform Bank Performance Report.
"We continue to be pleased with the overall soundness of our firm," Carpenter said. "Our capital ratios remain strong, and we
have successfully reduced our concentration levels in commercial real estate. All the while, our tangible book value per share,
which we believe is a key metric to creating shareholder value, continues to grow in an outsized way. All things considered,
despite economic uncertainties and based on our differentiated model, we remain optimistic regarding our performance for the
remainder of 2025."
BOARD OF DIRECTORS DECLARES COMMON DIVIDENDS
On July 15, 2025, Pinnacle Financial's Board of Directors approved a quarterly cash dividend of $0.24 per common share to
be paid on Aug. 29, 2025 to common shareholders of record as of the close of business on Aug. 1, 2025. Additionally, Pinnacle's
Board of Directors approved a quarterly cash dividend of approximately $3.8 million, or $16.88 per share (or $0.422 per
depositary share), on Pinnacle Financial's 6.75 percent Series B Non-Cumulative Perpetual Preferred Stock payable on Sept. 1,
2025 to shareholders of record at the close of business on Aug. 17, 2025. The amount and timing of any future dividend payments
to both preferred and common shareholders will be subject to the approval of Pinnacle's Board of Directors.
WEBCAST AND CONFERENCE CALL INFORMATION
Pinnacle will host a webcast and conference call at 8:30 a.m. CT on July 16, 2025, to discuss second quarter 2025 results and
other matters. To access the call for audio only, please call 1-877-209-7255. For the presentation and streaming audio, please
access the webcast on the investor relations page of Pinnacle's website at investors.pnfp.com.
Pinnacle Financial Partners provides a full range of banking, investment, trust, mortgage and insurance products and services
designed for businesses and their owners and individuals interested in a comprehensive relationship with their financial
institution. The firm is the No. 1 bank in the Nashville-Murfreesboro-Franklin MSA, according to 2024 deposit data from the
FDIC. Pinnacle is No. 9 on FORTUNE magazine’s 2025 list of 100 Best Companies to Work For® in the U.S., its ninth
consecutive appearance and was recognized by American Banker as one of America’s Best Banks to Work For 12 years in a row
and No. 1 among banks with more than $10 billion in assets in 2024.
6
The firm began operations in a single location in downtown Nashville, TN in October 2000 and has since grown to
approximately $54.8 billion in assets as of June 30, 2025. As the second-largest bank holding company headquartered in
Tennessee, Pinnacle operates in several primarily urban markets across the Southeast.
Additional information concerning Pinnacle, which is included in the Nasdaq Financial-100 Index, can be accessed at
www.pnfp.com.
###
Forward-Looking Statements
All statements, other than statements of historical fact, included in this press release, 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," "aim," "anticipate," "intend," "may," "should," "plan," "looking for,"
"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) deterioration in the financial condition of borrowers of Pinnacle
Bank and its subsidiaries or BHG, including as a result of persistent elevated interest rates, the negative impact of inflationary
pressures and challenging and uncertain economic conditions on our and BHG's customers and their businesses, resulting in
significant increases in loan losses and provisions for those losses and, in the case of BHG, substitutions; (ii) 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; (iii) the impact of U.S. and global economic conditions, trade policies and tensions, including changes in, or the
imposition of, tariffs and/or trade barriers and the economic impacts, volatility and uncertainty resulting therefrom, and
geopolitical instability; (iv) the sale of investment securities in a loss position before their value recovers, including as a result of
asset liability management strategies or in response to liquidity needs; (v) adverse conditions in the national or local economies
including in Pinnacle Financial's markets throughout the Southeast region of the United States, particularly in commercial and
residential real estate markets; (vi) the inability of Pinnacle Financial, or entities in which it has significant investments, like
BHG, to maintain the long-term historical growth rate of its, or such entities', loan portfolio; (vii) the ability to grow and retain
low-cost core deposits and retain large, uninsured deposits, including during times when Pinnacle Bank is seeking to limit the
rates it pays on deposits or uncertainty exists in the financial services sector; (viii) changes in loan underwriting, credit review or
loss reserve policies associated with economic conditions, examination conclusions, or regulatory developments; (ix)
effectiveness of Pinnacle Financial's asset management activities in improving, resolving or liquidating lower-quality assets; (x)
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 the negative impact to net interest margin from elevated deposit and other funding
costs; (xi) the results of regulatory examinations of Pinnacle Financial, Pinnacle Bank or BHG, or companies with whom they do
business; (xii) BHG's ability to profitably grow its business and successfully execute on its business plans; (xiii) risks of
expansion into new geographic or product markets; (xiv) any matter that would cause Pinnacle Financial to conclude that there
was impairment of any asset, including goodwill or other intangible assets; (xv) the ineffectiveness of Pinnacle Bank's hedging
strategies, or the unexpected counterparty failure or hedge failure of the underlying hedges; (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 or ransomware 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) Pinnacle Financial's ability to identify potential candidates for, consummate, and
achieve synergies from, potential future acquisitions; (xxiii) difficulties and delays in integrating acquired businesses or fully
realizing costs savings and other benefits from acquisitions; (xxiv) the risks associated with 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 or all
or a portion of their ownership interests in BHG (triggering a similar sale by Pinnacle Bank); (xxv) changes in state and federal
legislation, regulations or policies applicable to banks and other financial service providers, like BHG, including regulatory or
legislative developments; (xxvi) fluctuations in the valuations of Pinnacle Financial's equity investments and the ultimate success
of such investments; (xxvii) the availability of and access to capital; (xxviii) adverse results (including costs, fines, reputational
harm, inability to obtain necessary approvals and/or other negative effects) from current or future litigation, regulatory
7
examinations or other legal and/or regulatory actions involving Pinnacle Financial, Pinnacle Bank or BHG; and (xxix) general
competitive, economic, political and market conditions.
Throughout this document, numbers may not foot due to rounding. Additional factors which could affect the forward looking
statements can be found in Pinnacle Financial's Annual Report on Form 10-K for the year ended December 31, 2024, and
subsequently filed Quarterly Reports on Form 10-Q 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 press release, which speak only as of the date hereof, whether as a result of new information, future
events or otherwise.
Non-GAAP Financial Matters
This release contains certain non-GAAP financial measures, including, without limitation, total revenues, net income to common
shareholders, earnings per diluted common share, revenue per diluted common share, PPNR, efficiency ratio, noninterest expense,
noninterest income and the ratio of noninterest expense to average assets, excluding in certain instances the impact of expenses
related to other real estate owned, gains or losses on sale of investment securities, charges related to the FDIC special assessment,
income associated with the recognition of a mortgage servicing asset in the first quarter of 2024, fees related to terminating an
agreement to resell securities previously purchased and professional fees associated with capital optimization initiatives in the
second quarter of 2024 and other matters for the accounting periods presented. This release may also contain certain other non-
GAAP capital ratios and performance measures that exclude the impact of goodwill and core deposit intangibles associated with
Pinnacle Financial's acquisitions of BNC, Avenue Bank, Magna Bank, CapitalMark Bank & Trust, Mid-America Bancshares,
Inc., Cavalry Bancorp, Inc. and other acquisitions which collectively are less material to the non-GAAP measure as well as the
impact of Pinnacle Financial's Series B Preferred Stock. The presentation of the non-GAAP financial information is not intended
to be considered in isolation or as a substitute for any measure prepared in accordance with GAAP. Because non-GAAP financial
measures presented in this release are not measurements determined in accordance with GAAP and are susceptible to varying
calculations, these non-GAAP financial measures, as presented, may not be comparable to other similarly titled measures
presented by other companies.
Pinnacle Financial believes that these non-GAAP financial measures facilitate making period-to-period comparisons and are
meaningful indications of its operating performance. In addition, because intangible assets such as goodwill and the core deposit
intangible, and the other items excluded each vary extensively from company to company, Pinnacle Financial believes that the
presentation of this information allows investors to more easily compare Pinnacle Financial's results to the results of other
companies. Pinnacle Financial's management utilizes this non-GAAP financial information to compare Pinnacle Financial's
operating performance for 2025 versus certain periods in 2024 and to internally prepared projections.
8
PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS – UNAUDITED
(dollars in thousands, except for share and per share data)
June 30, 2025Dec. 31, 2024June 30, 2024
ASSETS
Cash and noninterest-bearing due from banks$ 370,926 $ 320,320 $ 219,110
Restricted cash 112,547 93,645 50,924
Interest-bearing due from banks 2,506,531 3,021,960 2,107,883
Cash and cash equivalents 2,990,004 3,435,925 2,377,917
Securities purchased with agreement to resell 93,293 66,449 71,903
Securities available-for-sale, at fair value 6,378,688 5,582,369 4,908,967
Securities held-to-maturity (fair value of $2.4 billion, $2.6 billion and $2.7 billion, net of
allowance for credit losses of $1.7 million, $1.7 million, and $1.7 million at June 30, 2025,
Dec. 31, 2024, and June 30, 2024, respectively)
2,687,963 2,798,899 2,973,924
Consumer loans held-for-sale 201,342 175,627 187,154
Commercial loans held-for-sale 10,251 19,700 16,046
Loans 37,105,164 35,485,776 33,769,150
Less allowance for credit losses (422,125) (414,494) (381,601)
Loans, net 36,683,039 35,071,282 33,387,549
Premises and equipment, net 321,062 311,277 282,775
Equity method investment 380,982 436,707 433,073
Accrued interest receivable 219,395 214,080 220,232
Goodwill 1,848,904 1,849,260 1,846,973
Core deposits and other intangible assets 19,506 21,423 24,313
Other real estate owned 4,835 1,278 2,636
Other assets 2,962,187 2,605,173 2,633,507
Total assets$ 54,801,451 $ 52,589,449 $ 49,366,969
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits:
Noninterest-bearing$ 8,640,759 $ 8,170,448 $ 7,932,882
Interest-bearing 14,301,168 14,125,194 12,600,723
Savings and money market accounts 17,116,882 16,197,397 14,437,407
Time 4,940,435 4,349,953 4,799,368
Total deposits 44,999,244 42,842,992 39,770,380
Securities sold under agreements to repurchase 258,454 230,244 220,885
Federal Home Loan Bank advances 1,775,470 1,874,134 2,110,885
Subordinated debt and other borrowings 426,263 425,821 425,380
Accrued interest payable 49,181 55,619 58,881
Other liabilities 655,602 728,758 605,890
Total liabilities 48,164,214 46,157,568 43,192,301
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 June 30, 2025, Dec. 31, 2024, and June 30, 2024, respectively
217,126 217,126 217,126
Common stock, par value $1.00; 180.0 million shares authorized; 77.5 million, 77.2 million
and 77.2 million shares issued and outstanding at June 30, 2025, Dec. 31, 2024, and June 30,
2024, respectively
77,548 77,242 77,217
Additional paid-in capital 3,131,498 3,129,680 3,110,993
Retained earnings 3,429,363 3,175,777 2,919,923
Accumulated other comprehensive loss, net of taxes (218,298) (167,944) (150,591)
Total shareholders' equity 6,637,237 6,431,881 6,174,668
Total liabilities and shareholders' equity$ 54,801,451 $ 52,589,449 $ 49,366,969
This information is preliminary and based on company data available at the time of the presentation.
9
PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME – UNAUDITED
(dollars in thousands, except for share and per share data)
Three months endedSix months ended
June 30, 2025March 31, 2025June 30, 2024June 30, 2025June 30, 2024
Interest income:
Loans, including fees$ 568,857 $ 547,368 $ 551,659 $ 1,116,225 $ 1,092,858
Securities
Taxable
66,989 61,853 51,578 128,842 96,048
Tax-exempt
27,104 25,230 24,372 52,334 48,972
Federal funds sold and other
31,820 33,709 40,781 65,529 80,995
Total interest income
694,770 668,160 668,390 1,362,930 1,318,873
Interest expense:
Deposits
284,614 273,393 304,449 558,007 605,417
Securities sold under agreements to repurchase
1,222 1,026 1,316 2,248 2,715
FHLB advances and other borrowings
29,401 29,313 30,363 58,714 60,445
Total interest expense
315,237 303,732 336,128 618,969 668,577
Net interest income
379,533 364,428 332,262 743,961 650,296
Provision for credit losses
24,245 16,960 30,159 41,205 64,656
Net interest income after provision for credit losses
355,288 347,468 302,103 702,756 585,640
Noninterest income:
Service charges on deposit accounts
17,092 17,028 14,563 34,120 28,002
Investment services
19,324 18,817 15,720 38,141 30,471
Insurance sales commissions
3,693 4,674 3,715 8,367 7,567
Gains on mortgage loans sold, net
1,965 2,507 3,270 4,472 6,149
Investment losses on sales of securities, net
— (12,512) (72,103) (12,512) (72,103)
Trust fees
9,280 9,340 8,323 18,620 15,738
Income from equity method investment
26,027 20,405 18,688 46,432 34,723
Gain on sale of fixed assets
202 210 325 412 383
Other noninterest income
47,874 37,957 41,787 85,831 93,461
Total noninterest income
125,457 98,426 34,288 223,883 144,391
Noninterest expense:
Salaries and employee benefits
181,246 172,089 150,117 353,335 296,127
Equipment and occupancy
48,043 46,180 41,036 94,223 80,682
Other real estate, net
137 58 22 195 106
Marketing and other business development
8,772 8,666 6,776 17,438 12,901
Postage and supplies
3,192 3,370 3,135 6,562 5,906
Amortization of intangibles
1,400 1,417 1,568 2,817 3,152
Other noninterest expense
43,656 43,707 68,735 87,363 114,880
Total noninterest expense
286,446 275,487 271,389 561,933 513,754
Income before income taxes
194,299 170,407 65,002 364,706 216,277
Income tax expense
35,759 29,999 11,840 65,758 39,171
Net income
158,540 140,408 53,162 298,948 177,106
Preferred stock dividends
(3,798) (3,798) (3,798) (7,596) (7,596)
Net income available to common shareholders
$ 154,742 $ 136,610 $ 49,364 $ 291,352 $ 169,510
Per share information:
Basic net income per common share
$ 2.01 $ 1.78 $ 0.65 $ 3.79 $ 2.22
Diluted net income per common share
$ 2.00 $ 1.77 $ 0.64 $ 3.77 $ 2.21
Weighted average common shares outstanding:
Basic
76,891,035 76,726,545 76,506,121 76,809,244 76,392,287
Diluted
77,277,054 76,964,625 76,644,227 77,212,262 76,531,419
This information is preliminary and based on company data available at the time of the presentation.
10
PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(Unaudited)
(dollars and shares in thousands)
Preferred
Stock
Amount
Common Stock
Additional Paid-
in Capital
Retained
Earnings
Accumulated Other
Comp. Income
(Loss), net
Total
Shareholders'
Equity SharesAmounts
Balance at December 31, 2023$ 217,126 76,767 $ 76,767 $ 3,109,493 $ 2,784,927 $ (152,525) $ 6,035,788
Preferred dividends paid ($33.76 per share) — — — — (7,596) — (7,596)
Common dividends paid ($0.44 per share) — — — — (34,514) — (34,514)
Issuance of restricted common shares — 212 212 (212) — — —
Forfeiture of restricted common shares — (18) (18) 18 — — —
Restricted shares withheld for taxes & related tax benefits — (55) (55) (4,529) — — (4,584)
Issuance of common stock pursuant to restricted stock unit (RSU) and
performance stock unit (PSU) agreements, net of shares withheld for taxes
& related tax benefits — 311 311 (14,739) — — (14,428)
Compensation expense for restricted shares, RSUs and PSUs — — — 20,962 — — 20,962
Net income — — — — 177,106 — 177,106
Other comprehensive gain — — — — — 1,934 1,934
Balance at June 30, 2024$ 217,126 77,217 $ 77,217 $ 3,110,993 $ 2,919,923 $ (150,591) $ 6,174,668
Balance at December 31, 2024$ 217,126 77,242 $ 77,242 $ 3,129,680 $ 3,175,777 $ (167,944) $ 6,431,881
Preferred dividends paid ($33.76 per share) — — — — (7,596) — (7,596)
Common dividends paid ($0.48 per share) — — — — (37,766) — (37,766)
Issuance of restricted common shares — 162 162 (162) — — —
Forfeiture of restricted common shares — (21) (21) 21 — — —
Restricted shares withheld for taxes & related tax benefits — (55) (55) (6,211) — — (6,266)
Issuance of common stock pursuant to RSU and PSU agreements, net of
shares withheld for taxes & related tax benefits — 220 220 (13,409) — — (13,189)
Compensation expense for restricted shares, RSUs and PSUs — — — 21,579 — — 21,579
Net income — — — — 298,948 — 298,948
Other comprehensive loss — — — — — (50,354) (50,354)
Balance at June 30, 2025$ 217,126 77,548 $ 77,548 $ 3,131,498 $ 3,429,363 $ (218,298) $ 6,637,237
11
PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES
SELECTED QUARTERLY FINANCIAL DATA – UNAUDITED
(dollars in thousands)
June MarchDecemberSeptemberJuneMarch
202520252024202420242024
Balance sheet data, at quarter end:
Commercial and industrial loans$ 14,905,306 14,131,312 13,815,817 12,986,865 12,328,622 11,893,198
Commercial real estate - owner occupied loans 4,744,806 4,594,376 4,388,531 4,264,743 4,217,351 4,044,973
Commercial real estate - investment loans 5,891,694 5,977,583 5,931,420 5,919,235 5,998,326 6,138,711
Commercial real estate - multifamily and other loans 2,393,696 2,360,515 2,198,698 2,213,153 2,185,858 1,924,931
Consumer real estate - mortgage loans 5,163,761 4,977,358 4,914,482 4,907,766 4,874,846 4,828,416
Construction and land development loans 3,412,060 3,525,860 3,699,321 3,486,504 3,621,563 3,818,334
Consumer and other loans 593,841 569,742 537,507 530,044 542,584 514,310
Total loans 37,105,164 36,136,746 35,485,776 34,308,310 33,769,150 33,162,873
Allowance for credit losses (422,125) (417,462) (414,494) (391,534) (381,601) (371,337)
Securities 9,066,651 8,718,794 8,381,268 8,293,241 7,882,891 7,371,847
Total assets 54,801,451 54,254,804 52,589,449 50,701,888 49,366,969 48,894,196
Noninterest-bearing deposits 8,640,759 8,507,351 8,170,448 8,229,394 7,932,882 7,958,739
Total deposits 44,999,244 44,479,463 42,842,992 40,954,888 39,770,380 39,402,025
Securities sold under agreements to repurchase 258,454 263,993 230,244 209,956 220,885 201,418
FHLB advances 1,775,470 1,886,011 1,874,134 2,146,395 2,110,885 2,116,417
Subordinated debt and other borrowings 426,263 426,042 425,821 425,600 425,380 425,159
Total shareholders' equity 6,637,237 6,543,142 6,431,881 6,344,258 6,174,668 6,103,851
Balance sheet data, quarterly averages:
Total loans$ 36,967,754 36,041,530 34,980,900 34,081,759 33,516,804 33,041,954
Securities 8,986,542 8,679,934 8,268,583 8,176,250 7,322,588 7,307,201
Federal funds sold and other 2,854,113 2,958,593 3,153,751 2,601,267 3,268,307 3,274,062
Total earning assets 48,808,409 47,680,057 46,403,234 44,859,276 44,107,699 43,623,217
Total assets 53,824,500 52,525,831 51,166,643 49,535,543 48,754,091 48,311,260
Noninterest-bearing deposits 8,486,681 8,206,751 8,380,760 8,077,655 8,000,159 7,962,217
Total deposits 44,233,628 43,018,951 41,682,341 40,101,199 39,453,828 38,995,709
Securities sold under agreements to repurchase 255,662 230,745 223,162 230,340 213,252 210,888
FHLB advances 1,838,449 1,877,596 2,006,736 2,128,793 2,106,786 2,214,489
Subordinated debt and other borrowings 427,805 427,624 427,503 427,380 427,256 428,281
Total shareholders' equity 6,601,662 6,515,904 6,405,867 6,265,710 6,138,722 6,082,616
Statement of operations data, for the three months ended:
Interest income$ 694,770 668,160 684,360 694,865 668,390 650,483
Interest expense 315,237 303,732 320,570 343,361 336,128 332,449
Net interest income 379,533 364,428 363,790 351,504 332,262 318,034
Provision for credit losses 24,245 16,960 29,652 26,281 30,159 34,497
Net interest income after provision for credit losses 355,288 347,468 334,138 325,223 302,103 283,537
Noninterest income 125,457 98,426 111,545 115,242 34,288 110,103
Noninterest expense 286,446 275,487 261,897 259,319 271,389 242,365
Income before income taxes 194,299 170,407 183,786 181,146 65,002 151,275
Income tax expense 35,759 29,999 32,527 34,455 11,840 27,331
Net income 158,540 140,408 151,259 146,691 53,162 123,944
Preferred stock dividends (3,798) (3,798) (3,798) (3,798) (3,798) (3,798)
Net income available to common shareholders$ 154,742 136,610 147,461 142,893 49,364 120,146
Profitability and other ratios:
Return on avg. assets
(1)
1.15 % 1.05 % 1.15 % 1.15 % 0.41 % 1.00 %
Return on avg. equity
(1)
9.40 % 8.50 % 9.16 % 9.07 % 3.23 % 7.94 %
Return on avg. common equity
(1)
9.72 % 8.80 % 9.48 % 9.40 % 3.35 % 8.24 %
Return on avg. tangible common equity
(1)
13.75 % 12.51 % 13.58 % 13.61 % 4.90 % 12.11 %
Common stock dividend payout ratio
(14)
12.73 % 15.53 % 14.72 % 16.73 % 17.29 % 12.59 %
Net interest margin
(2)
3.23 % 3.21 % 3.22 % 3.22 % 3.14 % 3.04 %
Noninterest income to total revenue
(3)
24.84 % 21.27 % 23.47 % 24.69 % 9.35 % 25.72 %
Noninterest income to avg. assets
(1)
0.93 % 0.76 % 0.87 % 0.93 % 0.28 % 0.92 %
Noninterest exp. to avg. assets
(1)
2.13 % 2.13 % 2.04 % 2.08 % 2.24 % 2.02 %
Efficiency ratio
(4)
56.72 % 59.52 % 55.10 % 55.56 % 74.04 % 56.61 %
Avg. loans to avg. deposits 83.57 % 83.78 % 83.92 % 84.99 % 84.95 % 84.73 %
Securities to total assets 16.54 % 16.07 % 15.94 % 16.36 % 15.97 % 15.08 %
This information is preliminary and based on company data available at the time of the presentation.
12
PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES
ANALYSIS OF INTEREST INCOME AND EXPENSE, RATES AND YIELDS-UNAUDITED
(dollars in thousands)
Three months endedThree months ended
June 30, 2025June 30, 2024
Average
BalancesInterest
Rates/
Yields
Average
BalancesInterest
Rates/
Yields
Interest-earning assets
Loans
(1) (2)
$ 36,967,754 $ 568,857 6.26 %$ 33,516,804 $ 551,659 6.71 %
Securities
Taxable 5,625,309 66,989 4.78 % 4,085,859 51,578 5.08 %
Tax-exempt
(2)
3,361,233 27,104 3.87 % 3,236,729 24,372 3.61 %
Interest-bearing due from banks 2,523,742 26,449 4.20 % 2,541,394 33,607 5.32 %
Resell agreements 77,378 2,116 10.97 % 476,435 3,641 3.07 %
Federal funds sold — — — % — — — %
Other 252,993 3,255 5.16 % 250,478 3,533 5.67 %
Total interest-earning assets 48,808,409 $ 694,770 5.82 % 44,107,699 $ 668,390 6.20 %
Nonearning assets
Intangible assets 1,869,405 1,872,282
Other nonearning assets 3,146,686 2,774,110
Total assets$ 53,824,500 $ 48,754,091
Interest-bearing liabilities
Interest-bearing deposits:
Interest checking 14,220,572 114,693 3.23 % 12,118,160 118,785 3.94 %
Savings and money market 16,816,295 124,409 2.97 % 14,659,713 134,399 3.69 %
Time 4,710,080 45,512 3.88 % 4,675,796 51,265 4.41 %
Total interest-bearing deposits 35,746,947 284,614 3.19 % 31,453,669 304,449 3.89 %
Securities sold under agreements to repurchase 255,662 1,222 1.92 % 213,252 1,316 2.48 %
Federal Home Loan Bank advances 1,838,449 21,325 4.65 % 2,106,786 24,395 4.66 %
Subordinated debt and other borrowings 427,805 8,076 7.57 % 427,256 5,968 5.62 %
Total interest-bearing liabilities 38,268,863 315,237 3.30 % 34,200,963 336,128 3.95 %
Noninterest-bearing deposits 8,486,681 — — 8,000,159 — —
Total deposits and interest-bearing liabilities 46,755,544 $ 315,237 2.70 % 42,201,122 $ 336,128 3.20 %
Other liabilities 467,294 414,247
Shareholders' equity 6,601,662 6,138,722
Total liabilities and shareholders' equity$ 53,824,500 $ 48,754,091
Net interest income $ 379,533 $ 332,262
Net interest spread
(3)
2.52 % 2.25 %
Net interest margin
(4)
3.23 % 3.14 %
(1) Average balances of nonperforming loans are included in the above amounts.
(2) Yields computed on tax-exempt instruments on a tax equivalent basis and included $13.8 million of taxable equivalent income for the
three months ended June 30, 2025 compared to $11.9 million for the three months ended June 30, 2024. 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 then current
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 June
30, 2025 would have been 3.12% compared to a net interest spread of 3.00% for the three months ended June 30, 2024.
(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.
This information is preliminary and based on company data available at the time of the presentation.
13
PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES
ANALYSIS OF INTEREST INCOME AND EXPENSE, RATES AND YIELDS-UNAUDITED
(dollars in thousands)
Six months endedSix months ended
June 30, 2025June 30, 2024
Average
BalancesInterest
Rates/
Yields
Average
BalancesInterest
Rates/
Yields
Interest-earning assets
Loans
(1) (2)
$ 36,507,201 $ 1,116,225 6.25 %$ 33,279,379 $ 1,092,858 6.69 %
Securities
Taxable 5,529,552 128,842 4.70 % 4,002,696 96,048 4.83 %
Tax-exempt
(2)
3,304,533 52,334 3.82 % 3,312,198 48,972 3.54 %
Interest-bearing due from banks 2,584,209 55,342 4.32 % 2,509,097 66,359 5.32 %
Resell agreements 67,945 3,751 11.13 % 510,111 7,499 2.96 %
Federal funds sold — — — % — — — %
Other 253,890 6,436 5.11 % 251,976 7,137 5.70 %
Total interest-earning assets 48,247,330 $ 1,362,930 5.81 % 43,865,457 $ 1,318,873 6.15 %
Nonearning assets
Intangible assets 1,869,783 1,873,076
Other nonearning assets 3,061,641 2,794,141
Total assets$ 53,178,754 $ 48,532,674
Interest-bearing liabilities
Interest-bearing deposits:
Interest checking 14,178,740 226,444 3.22 % 11,842,966 231,513 3.93 %
Savings and money market 16,581,963 243,251 2.96 % 14,634,200 269,151 3.70 %
Time 4,521,453 88,312 3.94 % 4,766,414 104,753 4.42 %
Total interest-bearing deposits 35,282,156 558,007 3.19 % 31,243,580 605,417 3.90 %
Securities sold under agreements to repurchase 243,273 2,248 1.86 % 212,070 2,715 2.57 %
Federal Home Loan Bank advances 1,857,914 42,596 4.62 % 2,160,637 48,515 4.52 %
Subordinated debt and other borrowings 427,715 16,118 7.60 % 427,768 11,930 5.61 %
Total interest-bearing liabilities 37,811,058 618,969 3.30 % 34,044,055 668,577 3.95 %
Noninterest-bearing deposits 8,347,489 — — 7,981,188 — —
Total deposits and interest-bearing liabilities 46,158,547 $ 618,969 2.70 % 42,025,243 $ 668,577 3.20 %
Other liabilities 461,187 396,762
Shareholders' equity 6,559,020 6,110,669
Total liabilities and shareholders' equity$ 53,178,754 $ 48,532,674
Net interest income $ 743,961 $ 650,296
Net interest spread
(3)
2.51 % 2.21 %
Net interest margin
(4)
3.22 % 3.09 %
(1) Average balances of nonperforming loans are included in the above amounts.
(2) Yields computed on tax-exempt instruments on a tax equivalent basis and included $26.3 million of taxable equivalent income for the six
months ended June 30, 2025 compared to $23.7 million for the six months ended June 30, 2024. The tax-exempt benefit has been reduced
by the projected impact of tax-exempt income that will be disallowed pursuant to IRS Regulations as of and for the then current period
presented.
(3) Yields realized on interest-bearing assets less the rates paid on interest-bearing liabilities. The net interest spread calculation excludes
the impact of demand deposits. Had the impact of demand deposits been included, the net interest spread for the six months ended June 30,
2025 would have been 3.10% compared to a net interest spread of 2.96% for the six months ended June 30, 2024.
(4) Net interest margin is the result of annualized net interest income calculated on a tax equivalent basis divided by average interest-
earning assets for the period.
This information is preliminary and based on company data available at the time of the presentation.
14
PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES
SELECTED QUARTERLY FINANCIAL DATA – UNAUDITED
(dollars in thousands)
JuneMarchDecemberSeptemberJuneMarch
202520252024202420242024
Asset quality information and ratios:
Nonperforming assets:
Nonaccrual loans$ 157,170 171,570 147,825 119,293 97,649 108,325
ORE and other nonperforming assets (NPAs) 4,835 3,656 1,280 823 2,760 2,766
Total nonperforming assets$ 162,005 175,226 149,105 120,116 100,409 111,091
Past due loans over 90 days and still accruing interest$ 4,652 4,337 3,515 3,611 4,057 5,273
Accruing purchase credit deteriorated loans$ 10,344 12,215 13,877 5,715 6,021 6,222
Net loan charge-offs$ 18,737 13,992 20,807 18,348 22,895 16,215
Allowance for credit losses to nonaccrual loans 268.6 % 243.3 % 280.4 % 328.2 % 390.8 % 342.8 %
As a percentage of total loans:
Past due accruing loans over 30 days 0.14 % 0.14 % 0.15 % 0.16 % 0.16 % 0.17 %
Potential problem loans 0.12 % 0.15 % 0.13 % 0.14 % 0.18 % 0.28 %
Allowance for credit losses 1.14 % 1.16 % 1.17 % 1.14 % 1.13 % 1.12 %
Nonperforming assets to total loans, ORE and other NPAs 0.44 % 0.48 % 0.42 % 0.35 % 0.30 % 0.33 %
Classified asset ratio (Pinnacle Bank)
(6)
3.9 % 4.4 % 3.8 % 3.9 % 4.0 % 4.9 %
Annualized net loan charge-offs to avg. loans
(5)
0.20 % 0.16 % 0.24 % 0.21 % 0.27 % 0.20 %
Interest rates and yields:
Loans 6.26 % 6.24 % 6.42 % 6.75 % 6.71 % 6.67 %
Securities 4.44 % 4.30 % 4.27 % 4.58 % 4.43 % 4.06 %
Total earning assets 5.82 % 5.79 % 5.97 % 6.27 % 6.20 % 6.11 %
Total deposits, including non-interest bearing 2.58 % 2.58 % 2.74 % 3.08 % 3.10 % 3.10 %
Securities sold under agreements to repurchase 1.92 % 1.80 % 2.11 % 2.58 % 2.48 % 2.67 %
FHLB advances 4.65 % 4.59 % 4.59 % 4.66 % 4.66 % 4.38 %
Subordinated debt and other borrowings 7.57 % 7.63 % 8.11 % 5.97 % 5.62 % 5.60 %
Total deposits and interest-bearing liabilities 2.70 % 2.70 % 2.88 % 3.19 % 3.20 % 3.20 %
Capital and other ratios
(6)
:
Pinnacle Financial ratios:
Shareholders' equity to total assets 12.1 % 12.1 % 12.2 % 12.5 % 12.5 % 12.5 %
Common equity Tier one 10.7 % 10.7 % 10.8 % 10.8 % 10.7 % 10.4 %
Tier one risk-based 11.2 % 11.2 % 11.3 % 11.4 % 11.2 % 10.9 %
Total risk-based 13.0 % 13.0 % 13.1 % 13.2 % 13.2 % 12.9 %
Leverage 9.5 % 9.5 % 9.6 % 9.6 % 9.5 % 9.5 %
Tangible common equity to tangible assets 8.6 % 8.5 % 8.6 % 8.7 % 8.6 % 8.5 %
Pinnacle Bank ratios:
Common equity Tier one 11.5 % 11.5 % 11.6 % 11.7 % 11.5 % 11.3 %
Tier one risk-based 11.5 % 11.5 % 11.6 % 11.7 % 11.5 % 11.3 %
Total risk-based 12.4 % 12.4 % 12.5 % 12.6 % 12.5 % 12.2 %
Leverage 9.7 % 9.7 % 9.8 % 9.8 % 9.7 % 9.7 %
Construction and land development loans
as a percentage of total capital
(17)
61.8 % 65.6 % 70.5 % 68.2 % 72.9 % 77.5 %
Non-owner occupied commercial real estate and
multi-family as a percentage of total capital
(17)
228.6 % 236.4 % 242.2 % 243.3 % 254.0 % 258.0 %
This information is preliminary and based on company data available at the time of the presentation.
15
PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES
SELECTED QUARTERLY FINANCIAL DATA – UNAUDITED
(dollars in thousands, except per share data)
JuneMarchDecemberSeptemberJuneMarch
202520252024202420242024
Per share data:
Earnings per common share – basic$ 2.01 1.78 1.93 1.87 0.65 1.58
Earnings per common share - basic, excluding non-GAAP
adjustments$ 2.01 1.90 1.92 1.87 1.63 1.54
Earnings per common share – diluted$ 2.00 1.77 1.91 1.86 0.64 1.57
Earnings per common share - diluted, excluding non-GAAP
adjustments$ 2.00 1.90 1.90 1.86 1.63 1.53
Common dividends per share$ 0.24 0.24 0.22 0.22 0.22 0.22
Book value per common share at quarter end
(7)
$ 82.79 81.57 80.46 79.33 77.15 76.23
Tangible book value per common share at quarter end
(7)
$ 58.70 57.47 56.24 55.12 52.92 51.98
Revenue per diluted common share$ 6.53 6.01 6.14 6.08 4.78 5.60
Revenue per diluted common share, excluding non-GAAP
adjustments$ 6.53 6.18 6.14 6.08 5.72 5.45
Investor information:
Closing sales price of common stock on last trading day of quarter$ 110.41 106.04 114.39 97.97 80.04 85.88
High closing sales price of common stock during quarter$ 111.51 126.15 129.87 100.56 84.70 91.82
Low closing sales price of common stock during quarter$ 87.19 99.42 92.95 76.97 74.62 79.26
Closing sales price of depositary shares on last trading day of quarter$ 23.91 24.10 24.23 24.39 23.25 23.62
High closing sales price of depositary shares during quarter$ 24.56 25.25 25.02 24.50 23.85 24.44
Low closing sales price of depositary shares during quarter$ 23.76 24.10 24.23 23.25 22.93 22.71
Other information:
Residential mortgage loan sales:
Gross loans sold$ 192,859 145,645 185,707 209,144 217,080 148,576
Gross fees
(8)
$ 4,068 3,761 4,360 4,974 5,368 3,540
Gross fees as a percentage of loans originated 2.11 % 2.58 % 2.35 % 2.38 % 2.47 % 2.38 %
Net gain on residential mortgage loans sold$ 1,965 2,507 2,344 2,643 3,270 2,879
Investment gains (losses) on sales of securities, net
(13)
$ — (12,512) 249 — (72,103) —
Brokerage account assets, at quarter end
(9)
$ 14,665,349 13,324,592 13,086,359 12,791,337 11,917,578 10,756,108
Trust account managed assets, at quarter end$ 7,664,867 7,293,630 7,061,868 6,830,323 6,443,916 6,297,887
Core deposits
(10)
$ 39,761,037 40,012,999 38,046,904 35,764,640 34,957,827 34,638,610
Core deposits to total funding
(10)
83.8 % 85.0 % 83.9 % 81.8 % 82.2 % 82.2 %
Risk-weighted assets$ 44,413,507 43,210,918 41,976,450 40,530,585 39,983,191 40,531,311
Number of offices 137 136 137 136 135 128
Total core deposits per office$ 290,227 294,213 277,715 262,975 258,947 270,614
Total assets per full-time equivalent employee$ 15,109 15,092 14,750 14,418 14,231 14,438
Annualized revenues per full-time equivalent employee$ 558.5 522.2 530.4 528.0 425.0 508.5
Annualized expenses per full-time equivalent employee$ 316.8 310.8 292.2 293.4 314.6 287.8
Number of employees (full-time equivalent) 3,627.0 3,595.0 3,565.5 3,516.5 3,469.0 3,386.5
Associate retention rate
(11)
93.4 % 94.3 % 94.5 % 94.6 % 94.4 % 94.2 %
This information is preliminary and based on company data available at the time of the presentation.
16
PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES
RECONCILIATION OF NON-GAAP SELECTED QUARTERLY FINANCIAL DATA – UNAUDITED
Three months endedSix months ended
(dollars in thousands, except per share data)
JuneMarchJuneJuneJune
20252025202420252024
Net interest income
$ 379,533 364,428 332,262 743,961 650,296
Noninterest income
125,457 98,426 34,288 223,883 144,391
Total revenues
504,990 462,854 366,550 967,844 794,687
Less: Investment losses on sales of securities, net
— 12,512 72,103 12,512 72,103
Recognition of mortgage servicing asset
— — — — (11,812)
Total revenues excluding the impact of adjustments noted above
$ 504,990 475,366 438,653 980,356 854,978
Noninterest expense
$ 286,446 275,487 271,389 561,933 513,754
Less: ORE expense
137 58 22 195 106
FDIC special assessment
— — — — 7,250
Fees related to terminating agreement to resell securities previously
purchased and professional fees associated with capital optimization
initiatives — — 28,400 — 28,400
Noninterest expense excluding the impact of adjustments noted above
$ 286,309 275,429 242,967 561,738 477,998
Pre-tax income
$ 194,299 170,407 65,002 364,706 216,277
Provision for credit losses
24,245 16,960 30,159 41,205 64,656
Pre-tax pre-provision net revenue
218,544 187,367 95,161 405,911 280,933
Less: Adjustments noted above
137 12,570 100,525 12,707 96,047
Adjusted pre-tax pre-provision net revenue
(12)
$ 218,681 199,937 195,686 418,618 376,980
Noninterest income
$ 125,457 98,426 34,288 223,883 144,391
Less: Adjustments noted above
— 12,512 72,103 12,512 60,291
Noninterest income excluding the impact of adjustments noted above
$ 125,457 110,938 106,391 236,395 204,682
Efficiency ratio
(4)
56.72 % 59.52 % 74.04 % 58.06 % 64.65 %
Less: Adjustments noted above
(0.03) % (1.58) % (18.65) % (0.76) % (8.74) %
Efficiency ratio excluding adjustments noted above
(4)
56.70 % 57.94 % 55.39 % 57.30 % 55.91 %
Total average assets
$ 53,824,500 52,525,831 48,754,091 53,178,754 48,532,674
Noninterest income to average assets
(1)
0.93 % 0.76 % 0.28 % 0.85 % 0.60 %
Less: Adjustments noted above
— % 0.10 % 0.60 % 0.05 % 0.25 %
Noninterest income (excluding adjustments noted above) to average assets
(1)
0.93 % 0.86 % 0.88 % 0.90 % 0.85 %
Noninterest expense to average assets
(1)
2.13 % 2.13 % 2.24 % 2.13 % 2.13 %
Less: Adjustments as noted above
— % — % (0.24) % — % (0.15) %
Noninterest expense (excluding adjustments noted above) to average assets
(1)
2.13 % 2.13 % 2.00 % 2.13 % 1.98 %
This information is preliminary and based on company data available at the time of the presentation. Numbers may not foot due to rounding.
17
PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES
RECONCILIATION OF NON-GAAP SELECTED QUARTERLY FINANCIAL DATA – UNAUDITED
Three months ended
(dollars in thousands, except per share data)
JuneMarchDecemberSeptemberJuneMarch
202520252024202420242024
Net income available to common shareholders
$ 154,742 136,610 147,461 142,893 49,364 120,146
Investment (gains) losses on sales of securities, net
— 12,512 (249) — 72,103 —
Loss on BOLI restructuring
— — — — — —
ORE expense
137 58 58 56 22 84
FDIC special assessment
— — — — — 7,250
Recognition of mortgage servicing asset
— — — — — (11,812)
Fees related to terminating agreement to resell securities previously purchased
and professional fees associated with capital optimization initiatives
— — — — 28,400 —
Tax effect on above noted adjustments
(16)
(34) (3,143) 48 (14) (25,131) 1,120
Net income available to common shareholders excluding adjustments noted above
$ 154,844 146,037 147,318 142,935 124,758 116,788
Basic earnings per common share
$ 2.01 1.78 1.93 1.87 0.65 1.58
Less:
Investment (gains) losses on sales of securities, net
— 0.16 (0.01) — 0.94 —
ORE expense
— — — — — —
FDIC special assessment
— — — — — 0.10
Recognition of mortgage servicing asset
— — — — — (0.15)
Fees related to terminating agreement to resell securities previously purchased
and professional fees associated with capital optimization initiatives
— — — — 0.37 —
Tax effect on above noted adjustments
(16)
— (0.04) — — (0.33) 0.01
Basic earnings per common share excluding adjustments noted above
$ 2.01 1.90 1.92 1.87 1.63 1.54
Diluted earnings per common share
$ 2.00 1.77 1.91 1.86 0.64 1.57
Less:
Investment (gains) losses on sales of securities, net
— 0.16 (0.01) — 0.94 —
ORE expense
— — — — — —
FDIC special assessment
— — — — — 0.10
Recognition of mortgage servicing asset
— — — — — (0.15)
Fees related to terminating agreement to resell securities previously purchased
and professional fees associated with capital optimization initiatives
— — — — 0.37 —
Tax effect on above noted adjustments
(16)
— (0.04) — (0.32) 0.01
Diluted earnings per common share excluding the adjustments noted above
$ 2.00 1.90 1.90 1.86 1.63 1.53
Revenue per diluted common share
$ 6.53 6.01 6.14 6.08 4.78 5.60
Adjustments due to revenue-impacting items as noted above
— 0.16 — — 0.94 (0.15)
Revenue per diluted common share excluding adjustments due to revenue-
impacting items as noted above
$ 6.53 6.18 6.14 6.08 5.72 5.45
Book value per common share at quarter end
(7)
$ 82.79 81.57 80.46 79.33 77.15 76.23
Adjustment due to goodwill, core deposit and other intangible assets
(24.09) (24.10) (24.22) (24.21) (24.23) (24.25)
Tangible book value per common share at quarter end
(7)
$ 58.70 57.47 56.24 55.12 52.92 51.98
Equity method investment
(15)
Fee income from BHG, net of amortization
$ 26,027 20,405 12,070 16,379 18,688 16,035
Funding cost to support investment
5,205 5,515 4,869 5,762 5,704 5,974
Pre-tax impact of BHG
20,822 14,890 7,201 10,617 12,984 10,061
Income tax expense at statutory rates
(16)
5,206 3,723 1,800 2,654 3,246 2,515
Earnings attributable to BHG
$ 15,617 11,168 5,401 7,963 9,738 7,546
Basic earnings per common share attributable to BHG
$ 0.20 0.15 0.07 0.10 0.13 0.10
Diluted earnings per common share attributable to BHG
$ 0.20 0.15 0.07 0.10 0.13 0.10
This information is preliminary and based on company data available at the time of the presentation. Numbers may not foot due to rounding.
18
PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES
RECONCILIATION OF NON-GAAP SELECTED QUARTERLY FINANCIAL DATA –
UNAUDITED
Six months ended
(dollars in thousands, except per share data)
June 30,
20252024
Net income available to common shareholders
$ 291,352 169,510
Investment losses on sales of securities, net
12,512 72,103
ORE expense
195 106
FDIC special assessment
— 7,250
Recognition of mortgage servicing asset
— (11,812)
Fees related to terminating agreement to resell securities previously purchased and professional fees
associated with capital optimization initiatives
— 28,400
Tax effect on adjustments noted above
(16)
(3,177) (24,012)
Net income available to common shareholders excluding adjustments noted above
$ 300,882 241,545
Basic earnings per common share
$ 3.79 2.22
Less:
Investment losses on sales of securities, net
0.16 0.94
ORE expense
— —
FDIC special assessment
— 0.09
Recognition of mortgage servicing asset
— (0.15)
Fees related to terminating agreement to resell securities previously purchased and professional fees
associated with capital optimization initiatives
— 0.37
Tax effect on above noted adjustments
(16)
(0.04) (0.31)
Basic earnings per common share excluding adjustments noted above
$ 3.92 3.16
Diluted earnings per common share
3.77 2.21
Less:
Investment losses on sales of securities, net
0.16 0.94
ORE expense
— —
FDIC special assessment
— 0.09
Recognition of mortgage servicing asset
— (0.15)
Fees related to terminating agreement to resell securities previously purchased and professional fees
associated with capital optimization initiatives
— 0.37
Tax effect on above noted adjustments
(16)
(0.04) (0.31)
Diluted earnings per common share excluding the adjustments noted above
$ 3.90 3.16
Revenue per diluted common share
$ 12.53 10.38
Adjustments due to revenue-impacting items as noted above
0.16 0.79
Revenue per diluted common share excluding adjustments due to revenue-impacting items noted above
$ 12.70 11.17
Equity method investment
(15)
Fee income from BHG, net of amortization
$ 46,432 34,723
Funding cost to support investment
10,720 11,584
Pre-tax impact of BHG
35,712 23,139
Income tax expense at statutory rates
(16)
8,928 5,785
Earnings attributable to BHG
$ 26,784 17,354
Basic earnings per common share attributable to BHG
$ 0.35 0.23
Diluted earnings per common share attributable to BHG
$ 0.35 0.23
This information is preliminary and based on company data available at the time of the presentation.
19
PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES
RECONCILIATION OF NON-GAAP SELECTED QUARTERLY FINANCIAL DATA – UNAUDITED
Three months endedSix months ended
(dollars in thousands, except per share data)
JuneMarchJuneJuneJune
20252025202420252024
Return on average assets
(1)
1.15 % 1.05 % 0.41 % 1.10 % 0.70 %
Adjustments as noted above
— % 0.07 % 0.62 % 0.04 % 0.30 %
Return on average assets excluding adjustments noted above
(1)
1.15 % 1.13 % 1.03 % 1.14 % 1.00 %
Tangible assets:
Total assets
$ 54,801,451 54,254,804 49,366,969 $ 54,801,451 49,366,969
Less: Goodwill
(1,848,904) (1,849,260) (1,846,973) (1,848,904) (1,846,973)
Core deposit and other intangible assets
(19,506) (20,007) (24,313) (19,506) (24,313)
Net tangible assets
$ 52,933,041 52,385,537 47,495,683 $ 52,933,041 47,495,683
Tangible common equity:
Total shareholders' equity
$ 6,637,237 6,543,142 6,174,668 $ 6,637,237 6,174,668
Less: Preferred shareholders' equity
(217,126) (217,126) (217,126) (217,126) (217,126)
Total common shareholders' equity
6,420,111 6,326,016 5,957,542 6,420,111 5,957,542
Less: Goodwill
(1,848,904) (1,849,260) (1,846,973) (1,848,904) (1,846,973)
Core deposit and other intangible assets
(19,506) (20,007) (24,313) (19,506) (24,313)
Net tangible common equity
$ 4,551,701 4,456,749 4,086,256 $ 4,551,701 4,086,256
Ratio of tangible common equity to tangible assets
8.60 % 8.51 % 8.60 % 8.60 % 8.60 %
Average tangible assets:
Average assets
$ 53,824,500 52,525,831 48,754,091 $ 53,178,754 48,532,674
Less: Average goodwill
(1,849,255) (1,849,260) (1,846,973) (1,849,258) (1,846,973)
Average core deposit and other intangible assets
(20,150) (20,905) (25,309) (20,525) (26,103)
Net average tangible assets
$ 51,955,095 50,655,666 46,881,809 $ 51,308,971 46,659,598
Return on average assets
(1)
1.15 % 1.05 % 0.41 % 1.10 % 0.70 %
Adjustment due to goodwill, core deposit and other intangible assets
0.04 % 0.04 % 0.01 % 0.04 % 0.03 %
Return on average tangible assets
(1)
1.19 % 1.09 % 0.42 % 1.15 % 0.73 %
Adjustments as noted above
— % 0.08 % 0.65 % 0.04 % 0.31 %
Return on average tangible assets excluding adjustments noted above
(1)
1.20 % 1.17 % 1.07 % 1.18 % 1.04 %
Average tangible common equity:
Average shareholders' equity
$ 6,601,662 6,515,904 6,138,722 $ 6,559,020 6,110,669
Less: Average preferred equity
(217,126) (217,126) (217,126) (217,126) (217,126)
Average common equity
6,384,536 6,298,778 5,921,596 6,341,894 5,893,543
Less: Average goodwill
(1,849,255) (1,849,260) (1,846,973) (1,849,258) (1,846,973)
Average core deposit and other intangible assets
(20,150) (20,905) (25,309) (20,525) (26,103)
Net average tangible common equity
$ 4,515,131 4,428,613 4,049,314 $ 4,472,111 4,020,467
Return on average equity
(1)
9.40 % 8.50 % 3.23 % 8.96 % 5.58 %
Adjustment due to average preferred shareholders' equity
0.32 % 0.29 % 0.12 % 0.31 % 0.20 %
Return on average common equity
(1)
9.72 % 8.80 % 3.35 % 9.26 % 5.78 %
Adjustment due to goodwill, core deposit and other intangible assets
4.02 % 3.71 % 1.55 % 3.87 % 2.70 %
Return on average tangible common equity
(1)
13.75 % 12.51 % 4.90 % 13.14 % 8.48 %
Adjustments as noted above
0.01 % 0.86 % 7.49 % 0.43 % 3.60 %
Return on average tangible common equity excluding adjustments noted above
(1)
13.76 % 13.37 % 12.39 % 13.57 % 12.08 %
This information is preliminary and based on company data available at the time of the presentation. Numbers may not foot due to rounding.
20
PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES
SELECTED QUARTERLY FINANCIAL DATA – UNAUDITED
1. Ratios are presented on an annualized basis.
2. Net interest margin is the result of net interest income on a tax equivalent basis divided by average interest earning assets.
3. Total revenue is equal to the sum of net interest income and noninterest income.
4. Efficiency ratios are calculated by dividing noninterest expense by the sum of net interest income and noninterest income.
5. Annualized net loan charge-offs to average loans ratios are computed by annualizing quarter-to-date net loan charge-offs and dividing the result by average loans
for the quarter-to-date period.
6. Capital ratios are calculated using regulatory reporting regulations enacted for such period and are defined as follows:
Equity to total assets – End of period total shareholders' equity as a percentage of end of period assets.
Tangible common equity to tangible assets - End of period total shareholders' equity less end of period preferred stock, goodwill, core deposit and other intangibles
as a percentage of end of period assets less end of period goodwill, core deposit and other intangibles.
Leverage – Tier I capital (pursuant to risk-based capital guidelines) as a percentage of adjusted average assets.
Tier I risk-based – Tier I capital (pursuant to risk-based capital guidelines) as a percentage of total risk-weighted assets.
Total risk-based – Total capital (pursuant to risk-based capital guidelines) as a percentage of total risk-weighted assets.
Classified asset - Classified assets as a percentage of Tier 1 capital plus allowance for credit losses.
Tier I common equity to risk weighted assets - Tier 1 capital (pursuant to risk-based capital guidelines) less the amount of any preferred stock or subordinated
indebtedness that is considered as a component of Tier 1 capital as a percentage of total risk-weighted assets.
7. Book value per common share computed by dividing total common shareholders' equity by common shares outstanding. Tangible book value per common share
computed by dividing total common shareholders' equity, less goodwill, core deposit and other intangibles, by common shares outstanding.
8. Amounts are included in the statement of income in "Gains on mortgage loans sold, net", net of commissions paid on such amounts.
9. At fair value, based on information obtained from Pinnacle's third party broker/dealer for non-FDIC insured financial products and services.
10. Core deposits include all transaction deposit accounts, money market and savings accounts and all certificates of deposit issued in a denomination of less than
$250,000. The ratio noted above represents total core deposits divided by total funding, which includes total deposits, FHLB advances, securities sold under
agreements to repurchase, subordinated indebtedness and all other interest-bearing liabilities.
11. Associate retention rate is computed by dividing the number of associates employed at quarter end less the number of associates that have resigned in the last 12
months by the number of associates employed at quarter end.
12. Adjusted pre-tax, pre-provision net revenue excludes the impact of ORE expenses and income, investment gains and losses on sales of securities, the impact of the
FDIC special assessment, the recognition of the mortgage servicing asset and fees related to terminating agreement to resell securities previously purchased and
professional fees associated with capital optimization initiatives.
13. Represents investment gains (losses) on sales and impairments, net occurring as a result of gains or losses incurred as the result of a change in management's
intention to sell a bond prior to the recovery of its amortized cost basis.
14. The dividend payout ratio is calculated as the sum of the annualized dividend rate for dividends paid on common shares divided by the trailing 12-months fully
diluted earnings per common share as of the dividend declaration date.
15. Earnings from equity method investment includes the impact of the funding costs of the overall franchise calculated using the firm's subordinated and other
borrowing rates. Income tax expense is calculated using statutory tax rates.
16. Tax effect calculated using the blended statutory rate of 25.00 percent for all periods.
17. Calculated using the same guidelines as are used in the Federal Financial Institutions Examination Council's Uniform Bank Performance Report.
21
PNFP 3Q25 Earnings Conference Call Slides
guidanceUploaded 4/9/2026by pdf-importType: presentationPublished 9/15/2025
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Investor Call
QUARTER 2025
OCTOBER 16, 2025
Time: 8:30 AM CT
Webcast: www.pnfp.com (investor relations)
M. TERRY TURNER, PRESIDENT AND CEO
HAROLD R. CARPENTER, EVP AND CFO
1
Forward Looking Statements
All statements, other than statements of historical fact, included in this presentation, 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...
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Investor Call
QUARTER 2025
OCTOBER 16, 2025
Time: 8:30 AM CT
Webcast: www.pnfp.com (investor relations)
M. TERRY TURNER, PRESIDENT AND CEO
HAROLD R. CARPENTER, EVP AND CFO
1
Forward Looking Statements
All statements, other than statements of historical fact, included in this presentation, 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," "aim," "anticipate," "intend," "may," "should," "plan," "looking for," "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) deterioration in the financial condition of borrowers of Pinnacle Bank and its subsidiaries or BHG, including as a result of persistent elevated interest rates, the negative impact of inflationary pressures and challenging economic
conditions on our and BHG's customers and their businesses, resulting in significant increases in loan losses and provisions for those losses and, in the case of BHG, substitutions; (ii) 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; (iii) the impact of U.S. and global economic conditions,
trade policies and tensions, including changes in, or the imposition of, tariffs and/or trade barriers and the economic impacts, volatility and uncertainty resulting therefrom, and geopolitical instability; (iv) the sale of investment securities in a loss position before their
value recovers, including as a result of asset liability management strategies or in response to liquidity needs; (v) adverse conditions in the national or local economies including in Pinnacle Financial's markets throughout the Southeast region of the United
States,particularly in commercial and residential real estate markets; (vi) the inability of Pinnacle Financial, or entities in which it has significant investments, like BHG, to maintain the long-term historical growth rate of its, or such entities', loan portfolio; (vii) the
ability to grow and retain low-cost core deposits and retain large, uninsured deposits, including during times when Pinnacle Bank is seeking to limit the rates it pays on deposits or uncertainty exists in the financial services sector; (viii) risks associated with a prolonged
shutdown of the United States federal government, including adverse effects on the national or local economies and adverse effects resulting from a shutdown of the U.S. Small Business Administration's SBA loan program; (ix) a merger or acquisition, like Pinnacle
Financial's proposed merger with Synovus Financial Corp. (“Synovus”); (x) changes in loan underwriting, credit review or loss reserve policies associated with economic conditions, examination conclusions, or regulatory developments; (xi) effectiveness of Pinnacle
Financial's asset management activities in improving, resolving or liquidating lower-quality assets; (xii) 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 the negative impact to net interest margin from elevated deposit and other funding costs; (xiii) the results of regulatory examinations of Pinnacle Financial, Pinnacle Bank or BHG, or companies with whom they do business; (xiv) BHG's ability to profitably grow its
business and successfully execute on its business plans; (xv) risks of expansion into new geographic or product markets; (xvi) the risk that the cost savings and synergies from Pinnacle Financial’s proposed merger with Synovus may not be fully realized or may take
longer than anticipated to be realized; (xvii) disruption to Synovus’ business and to Pinnacle Financial’s business as a result of the announcement and pendency of the proposed merger; (xviii) the risk that the integration of Pinnacle Financial’s and Synovus’ respective
businesses and operations will be materially delayed or will be more costly or difficult than expected, including as a result of unexpected factors or events; (xix) the failure to obtain the necessary approvals of the proposed merger by the shareholders of Synovus or
Pinnacle Financial; (xx) the amount of the costs, fees, expenses and charges related to the proposed merger; (xxi) the ability by each of Synovus and Pinnacle Financial to obtain required governmental approvals of the proposed transaction on the timeline expected,
or at all, and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company after the closing of the proposed transaction or adversely affect the expected benefits of the proposed transaction; (xxii)
reputational risk and the reaction of Pinnacle Financial’s and Synovus’ customers, suppliers, employees or other business partners to the proposed merger; (xxiii) the failure of the closing conditions in the merger agreement related to the proposed merger to be
satisfied, or any unexpected delay in closing the proposed merger or the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; (xxiv) the dilution caused by the issuance of shares of the common stock
of the company resulting from the proposed merger of Pinnacle Financial and Synovus; (xxv) the possibility that the proposed merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (xxvi) risks related to
management and oversight of the expanded business and operations of the combined company following the closing of the proposed merger; (xxvii) the possibility the combined company resulting from the proposed merger is subject to additional regulatory
requirements as a result of the proposed merger or expansion of the resulting company’s business operations following the proposed merger; (xxviii) the outcome of any legal or regulatory proceedings or governmental inquiries or investigations that may be currently
pending or later instituted against Synovus, Pinnacle Financial or the combined company resulting from the proposed merger; (xxix) general competitive, economic, political and market conditions and other factors that may affect future results of Synovus and
Pinnacle Financial including changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer borrowing, repayment, investment and deposit practices; the impact, extent
and timing of technological changes; and capital management activities; (xxx) any matter that would cause Pinnacle Financial to conclude that there was impairment of any asset, including goodwill or other intangible assets; (xxxi) the ineffectiveness of Pinnacle
Bank's hedging strategies, or the unexpected counterparty failure or hedge failure of the underlying hedges; (xxxii) 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; (xxxiii) deterioration in the valuation of other real estate owned and increased expenses associated therewith; (xxxiv)
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; (xxxv) approval of the declaration of any dividend by Pinnacle Financial's board of directors; (xxxvi) 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 or ransomware attacks, human error, natural disasters, power loss and other security breaches; (xxxvii) 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; (xxxviii) Pinnacle Financial's ability to identify potential candidates for, consummate, and achieve synergies from, potential future acquisitions; (xxxix) difficulties
and delays in integrating acquired businesses or fully realizing costs savings and other benefits from acquisitions; (xl) the risks associated with 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 or all or a portion of their ownership interests in BHG (triggering a similar sale by Pinnacle Bank); (xli) changes in or interpretations of state and federal legislation, regulations or policies applicable to banks and other financial service
providers, like BHG, including regulatory or legislative developments; (xlii) fluctuations in the valuations of Pinnacle Financial's equity investments and the ultimate success of such investments; (xliii) the availability of and access to capital; (xliv) 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 involving Pinnacle Financial, Pinnacle Bank or BHG; and
(xlv) 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 for the year ended December 31, 2024, and subsequently filed
Quarterly Reports on Form 10-Q 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
presentation, which speak only as of the date hereof, whether as a result of new information, future events or otherwise.
Safe Harbor Statements
2
Safe Harbor Statements
Non-GAAP Financial Matters
This presentation contains certain non-GAAP financial measures, including, without limitation, total revenues, net income to common shareholders, earnings per diluted common share, revenue per
diluted common share, PPNR, efficiency ratio, noninterest expense, noninterest income and the ratio of noninterest expense to average assets, excluding in certain instances the impact of expenses
related to other real estate owned, gains or losses on sale of investment securities, gains associated with the sale-leaseback transaction completed in the second quarter of 2023, losses on the
restructuring of certain bank owned life insurance (BOLI) contracts, charges related to the FDIC special assessment, income associated with the recognition of a mortgage servicing asset in the first
quarter of 2024, fees related to terminating agreement to resell securities previously purchased and professional fees associated with capital optimization initiatives in the second quarter of 2024 and
other matters for the accounting periods presented. This presentation may also contain certain other non-GAAP capital ratios and performance measures that exclude the impact of goodwill and core
deposit intangibles associated with Pinnacle Financial's acquisitions of BNC, Avenue Bank, Magna Bank, CapitalMark Bank & Trust, Mid-America Bancshares, Inc., Cavalry Bancorp, Inc. and other
acquisitions which collectively are less material to the non-GAAP measure as well as the impact of Pinnacle Financial's Series B Preferred Stock. The presentation of the non-GAAP financial information is
not intended to be considered in isolation or as a substitute for any measure prepared in accordance with GAAP. Because non-GAAP financial measures presented in this presentation are not
measurements determined in accordance with GAAP and are susceptible to varying calculations, these non-GAAP financial measures, as presented, may not be comparable to other similarly titled
measures presented by other companies.
Pinnacle Financial believes that these non-GAAP financial measures facilitate making period-to-period comparisons and are meaningful indications of its operating performance. In addition, because
intangible assets such as goodwill and the core deposit intangible, and the other items excluded each vary extensively from company to company, Pinnacle Financial believes that the presentation of this
information allows investors to more easily compare Pinnacle Financial's results to the results of other companies. Pinnacle Financial's management utilizes this non-GAAP financial information to
compare Pinnacle Financial's operating performance for 2025 versus certain periods in 2024 and to internally prepared projections.
3
Important Information About the Merger and Where to Find It
Steel Newco Inc. (“Newco”) filed a registration statement on Form S-4 (File No. 333-289866) with the SEC on August 26, 2025, and an amendment on September 29, 2025, to register the shares of Newco common stock that will be issued to Pinnacle
shareholders and Synovus shareholders in connection with the proposed transaction. The registration statement includes a joint proxy statement of Pinnacle and Synovus that also constitutes a prospectus of Newco. The registration statement was declared
effective on September 30, 2025. Newco filed a prospectus on September 30, 2025, and Pinnacle and Synovus each filed a definitive proxy statement on September 30, 2025. Pinnacle and Synovus each commenced mailing of the definitive joint proxy
statement/prospectus to their respective shareholders on or about September 30, 2025. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS (AND ANY OTHER
DOCUMENTS THAT HAVE BEEN OR MAY BE FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION OR INCORPORATED BY REFERENCE INTO THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS) BECAUSE SUCH DOCUMENTS WILL CONTAIN
IMPORTANT INFORMATION REGARDING THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders may obtain free copies of these documents and other documents filed with the SEC by Pinnacle, Synovus or Newco through the
website maintained by the SEC at http://www.sec.gov or by contacting the investor relations department of Pinnacle or Synovus at:
Pinnacle Financial Partners, Inc. Synovus Financial Corp.
21 Platform Way South 33 West 14
th
Street
Nashville, TN 37203 Columbus, GA 31901
Attention: Investor Relations Attention: Investor Relations
Investor.Relations@pnfp.com InvestorRelations@Synovus.com
(615) 743-8219 (701)641-6500
Before making any voting or investment decision, investors and security holders of Pinnacle and Synovus are urged to read carefully the entire registration statement and definitive joint proxy statement/prospectus, including any amendments
thereto, because they contain important information about the proposed transaction. Free copies of these documents may be obtained as described above.
Participants in Solicitation
Pinnacle and Synovus and their respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from Pinnacle’s shareholders and Synovus’ shareholders in
respect of the proposed transaction under the rules of the SEC. Information regarding Pinnacle’s directors and executive officers is available in Pinnacle’s proxy statement for its 2025 annual meeting of shareholders, filed with the SEC on March 3, 2025 (and
available at https://www.sec.gov/ix?doc=/Archives/edgar/data/1115055/000111505525000063/pnfp-20250303.htm) (the “Pinnacle 2025 Proxy”), under the headings “Environmental, Social and Corporate Governance,” “Proposal 1 Election of Directors,”
“Information About Our Executive Officers,” “Executive Compensation,” “Security Ownership of Certain Beneficial Owners and Management,” and “Certain Relationships and Related Transactions,” and in Pinnacle’s Annual Report on Form 10-K for the year
ended December 31, 2024, filed with the SEC on February 25, 2025 (and available at https://www.sec.gov/ix?doc=/Archives/edgar/data/1115055/000111505525000042/pnfp-20241231.htm), and in other documents subsequently filed by Pinnacle with the
SEC, which can be obtained free of charge through the website maintained by the SEC at http://www.sec.gov. Any changes in the holdings of Pinnacle’s securities by Pinnacle’s directors or executive officers from the amounts described in the Pinnacle 2025
Proxy have been or will be reflected on Initial Statements of Beneficial Ownership of Securities on Form 3 or on Statements of Change in Ownership on Form 4 filed with the SEC subsequent to the filing date of the Pinnacle 2025 Proxy and are available at
the SEC’s website at www.sec.gov. Additional information regarding the interests of such participants is included in the definitive joint proxy statement/prospectus and will be included in other relevant materials to be filed with the SEC. Information
regarding Synovus’ directors and executive officers is available in Synovus’ proxy statement for its 2025 annual meeting of shareholders, filed with the SEC on March 12, 2025 (and available at
https://www.sec.gov/ix?doc=/Archives/edgar/data/0000018349/000001834925000057/syn-20250312.htm) (the “Synovus 2025 Proxy”), under the headings “Corporate Governance and Board Matters,” “Director Compensation,” “Proposal 1 Election of
Directors,” “Executive Officers,” “Stock Ownership of Directors and Named Executive Officers,” “Executive Compensation,” “Compensation and Human Capital Committee Report,” “Summary Compensation Table,” and “Certain Relationships and Related
Transactions,” and in Synovus’ Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 21, 2025 (and available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0000018349/000001834925000049/syn-
20241231.htm), and in other documents subsequently filed by Synovus with the SEC, which can be obtained free of charge through the website maintained by the SEC at http://www.sec.gov. Any changes in the holdings of Synovus’ securities by Synovus’
directors or executive officers from the amounts described in the Synovus 2025 Proxy have been or will be reflected on Initial Statements of Beneficial Ownership of Securities on Form 3 or on Statements of Change in Ownership on Form 4 filed with the
SEC subsequent to the filing date of the Synovus 2025 Proxy and are available at the SEC’s website at www.sec.gov.
No Offer or Solicitation
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Safe Harbor Statements
4
Classified Asset Ratio
Pre-COVID PNFP’s Median Quarterly Performance was 13.5%
NCOs
NPA/ Loans & ORE
Pre-COVID PNFP’s Median Quarterly Performance was 0.12%
Shareholder Value Dashboard
3Q25 summary results of key GAAP measures
PNFP’s Median Quarterly Performance of 0.27%
PNFP’s Median Quarterly Performance of 0.17%
PNFP’s Median Quarterly Performance of 4.0%
Pre-COVID PNFP’s Median Quarterly Performance was 0.54%
Total Revenues
FD EPS
Net Income Available to
Common Shareholders
Total Loans
(millions)
Total Deposits
(in millions)
Book Value per Common Share
5
*: excluding gains and losses on sales of investment securities, recognition of a mortgage servicing asset, loss on BOLI restructuring, gain on the sale of fixed assets as a result of a sale-leaseback transaction, ORE expense (income), FDIC special assessment, fees
related to terminating agreement to resell securities previously purchased, professional fees associated with capital optimization initiatives and merger-related expenses. PPNR represents pre-tax, pre-provision net revenues.
**: excluding goodwill, core deposit and other intangible assets
Note: For a reconciliation of these Non-GAAP financial measures to the most directly comparable GAAP measures, see slides 59-60.
Classified Asset Ratio
Pre-COVID PNFP’s Median Quarterly Performance was 13.5%
Total Core Deposits
(millions)
Pre-COVID PNFP’s Median Quarterly Performance was 0.54%
NCOs
NPA/ Loans & ORE
Tangible Book Value per Share**
Total Loans
(millions)
Adjusted Pre-Tax Pre-Provision
Net Income*
FD EPS*
Total Revenues*
Shareholder Value Dashboard
3Q25 summary results of key non-GAAP measures
PNFP’s Median Quarterly Performance of 0.27%
PNFP’s Median Quarterly Performance of 0.17%
PNFP’s Median Quarterly Performance of 4.0%
CAGR 12.2%
CAGR 10.9%
CAGR 7.4%
CAGR 9.7%
CAGR 10.8%
CAGR 11.0%
Pre-COVID PNFP’s Median Quarterly Performance was 0.12%
6
The Flywheel Effect
“In building a great company or social sector enterprise, there is no single defining action, no grand program, no one killer innovation, no
solitary lucky break, no miracle moment. Rather, the process resembles relentlessly pushing a giant, heavy flywheel, turn upon turn, building
momentum until a point of breakthrough, and beyond.” – Jim Collins
PNFP’s Approach to M&A is Strategic and Disciplined
The Flywheel Effect: Leads to Accelerated and Sustained Growth
Pinnacle’s Flywheel Continues to Spin Rapidly
7
Hiring Great Bankers
Revenue
Adjusted EPS
Deposits
(NIB / Core)
Loans
31.5%
54.0%
14.5% / 10.6%
8.9%
3Q25 Linked-Quarter Annualized Growth Rate
Source: S&P Global Market Intelligence and FDIC as of June 30, 2025.
Note: Market share based on MSA-level deposits capped at $5bn per branch. Historical figures include deposits from inactive branches prior to closure. Historical periods pro forma for completed M&A.
FDIC Deposit Market Share Evolution Over Last 10 Years – Key Tennessee Metros
NashvilleChattanoogaKnoxvilleMemphis
Δ
+7.3pp
ΔΔΔ
Regions
Wells
Fargo
First
Horizon
Truist
PNFP
Other
Ceding
Share:
(10.3pp)
+3.0pp
+6.7pp
(15.1pp)
+8.4pp
+6.2pp
(13.9pp)
+7.8pp
+11.7pp
(16.7pp)
+5.1pp
11.9%
14.9%
7.4%
6.7%
13.5%
8.3%
14.4%
11.0%
2.7%
1.8%
50.1%
57.4%
20152025
8.0%
16.5%
23.5%
18.0%
20.6%
13.0%
13.1%
11.3%
1.0%
0.9%
33.7%
40.4%
20152025
4.9%
12.7%
18.5%
17.1%
22.7%
13.2%
14.7%
11.7%
39.2%
45.4%
20152025
1.7%
6.8%
29.3%
23.3%
10.5%
4.3%
16.6%
12.2%
1.8%
1.6%
40.2%
51.9%
20152025
Pinnacle 2.0 is Uniquely Positioned for Continued Share Growth
PNFP continues to capitalize on larger bank vulnerabilities in Tennessee
8
Pinnacle 2.0 is Uniquely Positioned for Continued Share Growth
PNFP continues to capitalize on larger bank vulnerabilities across the Southeast
•Source: S&P Global Market Intelligence and FDIC as of June 30, 2025.
•Note: Market share based on MSA-level deposits capped at $5bn per branch. Historical figures include deposits from inactive branches prior to closure. Historical periods pro forma for completed M&A.
•(1) Deposit market share figures are pro forma for Synovus merger.
2025 FDIC Deposit Market Share for Selected Competitors Ceding Significant Share
Carolinas & VirginiaExpansion Markets
10.2% 13.2% 2.7% 1.8% 2.7% 9.4% 8.6% 6.5% 12.4% 0.9% 1.9% 3.6% 0.6% PNFP
(1)
L10Y Change in Market Share (pp)
RF-+.0.4-(0.5)(0.8)(0.7)(5.6)(0.1)(1.2)(1.0)--(0.2)
FHN(0.3)(0.0)(0.7)(0.6)+0.0+0.3+0.7(0.2)(0.0)+0.1---
WFC(10.1)(5.9)(2.3)(9.4)(6.4)(6.4)(4.1)(6.5)(2.7)(4.1)(1.2)--
TFC(1.4)(1.1)(8.9)(1.4)(3.6)(2.3)+3.6(5.3)(5.0)+4.4(2.6)(4.8)+0.6
Combined(11.8)(6.6)(11.9)(11.9)(10.8)(9.1)(5.4)(12.1)(8.9)(0.6)(3.8)(4.8)+0.4
9
Pinnacle 2.0 is Uniquely Positioned for Continued Share Growth
Different than most mergers, the PNFP/SNV merger is about Pinnacle 2.0’s revenue growth flywheel
Note: Cross-hairs are set at the mean for market penetration (Y-axis) and excellent client satisfaction (X-axis)
Question: Using a 5-point scale, from "1" poor to "5" excellent, how do you rate your overall satisfaction with your provider? Which other banks or non-banks such as alternative lenders, payment providers, or fintechs does your company
currently use?
Source: Coalition Greenwich Voice of Client – 2025 Market Tracking Program (Pinnacle Financial – Footprint - $1-500MM – Q2 2025 R2Q- Banking).
(1) Synovus is represented in chart data but de-identified.
Bank A
Bank C
Bank B
Bank G
Bank D
Bank E
Bank F
Bank H
0%
2%
4%
6%
8%
10%
12%
14%
20406080100
Lead Relationships as % of Total Market (%)
Likely to Recommend (NPS)
The combination of Synovus
(1)
and Pinnacle would yield an 8%
Lead Relationship share and a
leading Net Promoter Score in
the current Pinnacle footprint
Standalone
Post-Merger
11
37
34
33
38
35
3Q244Q241Q252Q253Q25
Revenue Producer Hires by Quarter
Pinnacle’s Hedgehog Strategy Has Continued Post Merger Announcement
Offers and acceptances of revenue producers continue apace post merger announcement
91.4%Offer Acceptance Rate:91.4%91.6%
•3Q25 Adds: Revenue producer hiring momentum
maintained with offer acceptance rate unchanged
•2026+ Cadence: Plan to add ~150 revenue producers in
2026, stepping up again in 2027; record hires last year
shows sourcing capacity
•SNV Runway: SNV has ~270 revenue producers vs. ~570
for PNFP. Room to add ~300 as the PNFP model rolls out
•SNV Cadence: Pre-deal goal was +30% RMs (~35/yr); post-
close, pace expected to accelerate under PNFP’s referral-
driven hiring and 3x/week recruiting pipeline reviews
Momentum Continues with Substantial Runway
Market Share Gains Continued to Drive Loan Growth
Linked-quarter annualized growth in average loans was 7.8% in 3Q25
3Q25 Highlights
•EOP loans increased 8.9% linked-quarter annualized in
3Q25 compared to 10.7% in 2Q25 and 6.4% in 3Q24
•C&I growth remained strong at 17.9% linked-quarter
annualized compared to 21.9% in 2Q25
•Other loans, including commercial real estate loans
increased 2.9% linked-quarter annualized
•3Q25 loan origination rates remained well above current
portfolio yields
*Excludes leases, credit cards and loans HFS; loan yields exclude tax equivalent income adjustments; loan yields consider contractual floors for individual loans but exclude the impact of other loan interest rate derivative products.
5.12%
4.96%
4.88%
4.84%
4.76%
4.73%
4.71%
4.40%
4.50%
4.60%
4.70%
4.80%
4.90%
5.00%
5.10%
5.20%
$0
$200
$400
$600
$800
$1,000
$1,200
4Q251Q262Q263Q264Q261Q272Q27
Fixed Rate Loan Maturities / Cash flow
FX Loan CFLWMat Rate
$22,493
$22,525
$22,848
$23,180
$22,986
$23,226
$23,849
$25,397
$27,021
$28,402
$29,634
$30,882
$31,530
$32,372
$33,042
$33,517
$34,082
$34,981
$36,042
$36,968
$37,693
6.29%
3.00%
3.50%
4.00%
4.50%
5.00%
5.50%
6.00%
6.50%
7.00%
$15,000
$20,000
$25,000
$30,000
$35,000
$40,000
Loan Yields
Average Loans (millions)
Average Loan Growth and Yields
12
3Q25 Highlights
•Total EOP deposits, excluding brokered, increased 6.4% linked-
quarter annualized
•EOP noninterest-bearing deposits increased 14.4% linked-
quarter annualized to 19.6% of total deposits
•Declining rate deposit betas continue to match levels seen
during rising rates while variable-rate loan beta improved due
to rate cut/repricing timing; negative fixed-rate loan beta
remains a positive NIM tailwind
Deposit Growth Remains a Key Strategic Focus for Our Firm
Linked-quarter annualized growth in average deposits was 11.3% in 3Q25
Sep. 30,
2024
EOP Rates
Sep. 30,
2024
% of Totals
Jun. 30,
2025
EOP Rates
Jun. 30,
2025
% of Totals
Sep. 30,
2025
EOP Rates
Sep. 30,
2025
% of Totals
Noninterest bearing---20.1%---19.2%---19.6%
Interest-bearing:
Rate sheet
1.22%15.1%0.92%13.5%0.77%12.8%
Negotiated
3.07%5.0%2.50%4.0%2.80%3.4%
Indexed
4.15%47.8%3.67%52.3%3.45%54.0%
CDs
4.41%12.0%3.81%11.0%3.70%10.2%
Total IBD
3.57%79.9%3.17%80.8%3.03%80.4%
Total Deposits
2.85%100.0%2.56%100.0%2.43%100.0%
Cumulative Betas
(EOP rate comparisons)
“Up Rate Cycle”
Dec. 31, 2021 through
Sept. 18, 2024
“Down Rate Cycle”
Sept. 18, 2024 through
Sept. 30, 2025
Fed funds effective rate, at EOP0.08% to 5.33%5.33% to 4.09%
Variable Rate Loans
84.6%67.6%
Fixed Rate Loans
15.0%-20.9%
Total Loans
59.1%36.8%
Int Checking, Savings, Money Market
68.5%70.9%
Time Deposits
74.8%58.2%
Total Interest-Bearing Deposits
69.7%69.0%
Total Deposits
56.3%54.8%
$20,680
$24,807
$26,352
$27,193
$27,621
$28,014
$28,740
$30,034
$31,539
$31,484
$33,108
$34,177
$35,292
$36,356
$38,078
$38,516
$38,996
$39,454
$40,101
$41,682
$43,019
$44,234
$45,479
2.57%
0.00%
0.25%
0.50%
0.75%
1.00%
1.25%
1.50%
1.75%
2.00%
2.25%
2.50%
2.75%
3.00%
3.25%
$10,000
$15,000
$20,000
$25,000
$30,000
$35,000
$40,000
$45,000
$50,000
Deposit Costs
Average Deposits (millions)
Average Deposit Growth
Avg. DepositsCost of Deposits
13
3Q25 Highlights
•Net interest income growth accelerated to 18.3% linked-quarter
annualized on solid earning asset growth and modest NIM expansion
•Net interest margin increased 3bps to 3.26%, moving above the
trailing four quarter range of 3.21%-3.23%
•Current forecast assumes 25bp Fed funds rate decreases at the
October and December 2025 Fed meetings
Solid Volume and Favorable NIM Trends Driving Strong NII Growth
Net interest income grew at a mid-teen linked-quarter annualized pace for the second consecutive quarter
3.26%
2.75%
3.00%
3.25%
3.50%
3.75%
$175
$200
$225
$250
$275
$300
$325
$350
$375
$400
4Q201Q212Q213Q214Q211Q222Q223Q224Q221Q232Q233Q234Q231Q242Q243Q244Q241Q252Q253Q25
Net Interest Margin
Net Interest Income ($ in mil.)
Net Interest Income & NIM
NIINIM
4.41%
2.00%
2.25%
2.50%
2.75%
3.00%
3.25%
3.50%
3.75%
4.00%
4.25%
4.50%
4.75%
$3,500
$4,000
$4,500
$5,000
$5,500
$6,000
$6,500
$7,000
$7,500
$8,000
$8,500
$9,000
$9,500
4Q201Q212Q213Q214Q211Q222Q223Q224Q221Q232Q233Q234Q231Q242Q243Q244Q241Q252Q253Q25
Average Quarterly Yield
Average Balances ($ in mil.)
Quarterly Avg. Securities
Avg. SecuritiesYield
4.49%
0.00%
0.50%
1.00%
1.50%
2.00%
2.50%
3.00%
3.50%
4.00%
4.50%
5.00%
5.50%
$0
$500
$1,000
$1,500
$2,000
$2,500
$3,000
$3,500
$4,000
$4,500
$5,000
4Q201Q212Q213Q214Q211Q222Q223Q224Q221Q232Q233Q234Q231Q242Q243Q244Q241Q252Q253Q25
Average Quarterly Yield
Average Balances ($ in mil.)
Quarterly Avg. FFS, IB Cash & Repos
Avg. FFS, IB Cash & ReposYield
14
3Q25 Highlights
•Credit metrics continued to perform well in
comparison to long-term historical averages
•Classified Assets, Potential Problem, Past due
loans which are historically strong indicators of
future credit performance continue to perform
well
•ACL increased to 1.15% of total loans
0.16%0.16%
0.23%
0.21%
0.18%
NCOs
0.24%
0.15%
0.14%
0.35%
0.41%
NPA/ Loans & ORE
0.09%
0.13%
0.16%
0.16%
0.17%
Past Dues as a % of Total Loans
0.60%
0.21%
0.42%
0.14%
0.20%
Potential Problem Loans
5.6%
2.6%
4.6%
3.9%
4.2%
Classified Asset Ratio
Credit Performance Remains Strong in 3Q25
No significant change in credit metrics between 2Q25 and 3Q25
15
$0
$100
$200
$300
$400
20212022202320242025 YTD
$0.0
$2.0
$4.0
$6.0
20212022202320242025 YTD
•BHG provides loans in as little as 3 days from application to
funding.
•A truly diversified funding strategy creates ample liquidity to
fund loan originations, through:
•BHG’s proprietary online auction platform
encompassing over 1,690 unique Banks historically.
•Programmatic sponsorship in the ABS market and
institutional whole loan sale relationships. Wall Street
continues to demand BHG product with 11
securitizations accomplished since 2020.
•BHG distinguishes itself by:
•Targeting borrowers through direct mail and other
sophisticated marketing techniques using a wide range
of proprietary marketing tools.
•Underwriting applications through proprietary risk
models, combining both credit & behavioral data
points.
BHG Financial Overview
Strong YTD earnings of $189M supported by significant growth in originations and solid credit performance
Earnings Before Taxes ($mm)
Origination Volume ($bn)
Source: BHG Internal Data
16
3Q25 Results Provide for Continued Optimism in FY2025
Changes to current outlook trend to the positive, in our view
Note: 2025 outlook is based on current facts and circumstances. Our outlook is subject to change based on numerous factors which may require us to change our outlook at any time. These factors may include, among the other risks described
herein, changes in operating strategy, balance sheet positioning or macroeconomic factors such as significant changes in interest rates from those we are modeling. See slide 2 of these materials for more information.
Current 2025 Outlook (as of October 15, 2025)2024 Results
Y/Y EOP Loan Growth
We are modifying our estimate that our EOP loan growth for 2025 will now be 9-10% growth over 2024 year-end
balances.
Y/Y EOP growth of 8.6%
Y/Y EOP Deposit Growth
We are modifying our estimate that EOP deposit growth for 2025 will be 8-10% growth over 2024 year-end balances. Y/Y EOP growth of 11.2%
Net interest income
We are increasing our estimate that our net interest income growth outlook will now be 13-14% year-over-year
growth. Additionally, current estimate is that our 4Q25 net interest margin will increase modestly from our 3Q25 net
interest margin result.
Y/Y net interest income growth
of 8.2%
2024 Net interest margin result
was 3.16%
Fee income
We are increasing our estimate that fee growth for 2025 over 2024 should now approximate 20-22% growth for
noninterest income excluding losses on the sale of investment securities and the recognition of an $11.8 million
mortgage servicing gain in 2024.
Y/Y growth of 15.2% (*)
Expenses
We are modifying our estimate for total expenses excluding the impact of ORE costs and merger-related expenses for
2025 to approximate a range of $1.150 billion to $1.155 billion. We are also increasing our anticipated target payout
for the annual cash incentive plan from 115% at June 30, 2025 to 125% September 30, 2025.
2024 NIE was $999 million (#)
Income tax expense rate
The effective tax rate (ETR) for 2025 should approximate last year's ETR with a low-18% result. 2024 ETR was 18.3%
Asset quality and provisioning
We are maintaining our estimate for net charge-offs in 2025 as a percentage of average loans to approximate a range
of 0.18% to 0.20%. We are modifying our estimate for our loan loss provision as a percentage of average loans to be a
range of 0.26% to 0.27%. Furthermore, we estimate that ACL as a percentage of total loans will remain consistent
with Q3 levels throughout the remainder of 2025, but this could change should macro factors warrant.
Net loan charge-offs of 0.23%
Provision to avg. loans of 0.36%
ACL of 1.17%
(*) Excludes losses on the sale of investment securities and, in the case of 2024, the recognition of a $11.8 million mortgage servicing gain, and, in the case of 2023, the $85.7 million gain on
the sale of fixed assets because of the sale-leaseback transaction and $16.3 million in BOLI restructuring charges.
(#) Excluding the impact of ORE costs, and in 2024 the $7.25 million FDIC special assessment and $28.4 million in fees related to terminating the agreement to resell securities previously
purchased and professional fees associated with capital optimization initiatives
17
PNFP/SNV Merger is Progressing Well
18
•Financially and strategically compelling transaction
•Key decisions were finalized pre-announcement
2027E EPS Accretion
21%
Pro Forma CET1 at Close
10.1%
Key Decisions Made
Corporate / Org.
Technology
Expected Closing
Q1 2026
Expected Operational
Conversion
Q1 2027
Deal Rationale
Completed Work
•Key leadership positions have now been finalized
•Key systems have been evaluated, most decisions made
•Proxy statements mailed
•Regulatory applications filed
•Pre-merger exam conducted by the Atlanta Fed
•Special shareholder meeting -- November 6, 2025
•Complete organization chart and benefit plans -- November 10, 2025
•Expected closing following receipt of shareholder and regulatory approvals
Major Remaining Milestones
Transaction Highlights
Supplemental Information
Slide #
•Merger Update 20
•Balance Sheet 28
•Income Statement 49
•BHG 53
•Non-GAAP Reconciliation 59
•Peer Group 61
19
Pro Forma Branch Footprint
Synovus
Pro forma footprint
population projected to
grow
2x faster
than national average
Source: July 24,2025,PNFP-SNV merger presentation; (1) 2025-2027E pro forma revenue growth CAGR of 10.5% (#1 among peers), 47%pro forma 2027E efficiency ratio (#1 among peers), 1.38% pro forma 2027E return on average
assets (#2 among peers) and 18.0% pro forma 2027E return on average tangible common equity (#1 among peers)
Fully Committed to Continuing the Highly
Successful PNFP Operating and Recruiting Model
Positioned to Remain Employer of Choice with Industry-
Leading Client Service Versus Competitors
Strong Pro Forma Capital Generation
Minimal Geographic Overlap Supports Low-Risk Integration
Builds on Significant, Multi-Year Investments to Prepare
for LFI Standards
Capitalizes on Positive Regulatory Environment for Larger
Bank Mergers
Creates Fastest-Growing, Most Profitable Regional Bank with
21% 2027E EPS Accretion and 2.6 Year TBV Dilution Earnback
(1)
Pinnacle
Merger Update
Financially and strategically compelling transaction
20
Cumulative Deposit Growth
(1)
(2014 –2024)
Sources: SNL Financials, Peer groupdefined as CFG, FITB, HBAN, KEY, MTB, PNC, RF, TFC and USB; (1) Not adjusted for M&A
Cumulative RevenueGrowth
(1)
(2014 –2024)
Cumulative Growth in Adjusted EPS
(2014 –2024)
Peers
Both franchises have delivered peer-leading top-line and bottom-line results
through disciplined strategic execution and operational excellence
Peers
Peers
Merger Update
PNFP and SNV produced consistent top-quartile financial results
21
Below 8.5x8.5x –10.5xOver 12.5x10.5x –12.5x
Imputed PNFP Share Price at Various
1-Year Forward P/E Multiples
(1)
~13.0x
(1) 2027E EPS range of $11.35 to $11.75 utilizes merger model from announcement day and assumes the realization of 75% of announced cost synergies, no revenue synergies, purchase accounting mark accretion and share repurchases to result in a
CET1 ratio range of 10.0% to 10.5%, respectively; for illustrative purposes only; current PNFP stock price as of October 9, 2025; (2) Blended PNFP/SNV multiples of ~13.0x and ~10.0x, respectively, as of the unaffected date of July 21, 2025; highest
valued regional banks represents a blended multiple of the two selected regional peer banks with 1-year forward P/E multiples between 10.5x to 12.5x as of October 9, 2025; standalone PNFP multiple of ~13.0x as of the unaffected date of July 21, 2025;
(3) Selected 14 regional peer banks between $60bn and $250bn in total assets as of June 30, 2025; 1-year forward P/E multiples as of October 9, 2025; PNFP multiple of ~13.0x as of the unaffected date of July 21, 2025; source: S&P Capital IQ Pro
Illustrative 1-Year Forward
P/E Multiples
(2)
:
Regional Peer Bank 1-Year
Forward P/E Multiples
(3)
:
~11.5x
Merger Update
Merger offers significant price upside for the combined company
22
Brand Name
Headquarters
Leadership Team
Operating Model
Incentive Model
Board of Directors Split
Technology Stack
Pinnacle Financial Partners and Pinnacle Bank
Built on Synovus' highly-scalable FIS core platform
Primarily based on company revenue and EPS growth
15 directors: 8 Pinnacle and 7 Synovus
Each side has 6 independent directors
Geographic operating model with local leadership
Long-term clarity on CEO
Finalized key leadership positions
Holding Company: Atlanta, GA and Bank: Nashville, TN
Merger Update
Key decisions already made in contrast to other MOEs
23
Full Organization
Communicated
3 Down from CEO
Communicated
2 Down from CEO
Communicated
LegalFinance
Risk Management
Operations
Human Resources,
Marketing, & Corporate
Communications
Digital & Product
Solutions
Audit
Consumer, Small Business,
& Specialty Deposits
Treasury and Payment
Solutions
4 Down from CEO
Communicated
Credit ManagementChief Banking Officer
Merger Update
Key leadership decisions are finalized
24
Digital
Support
Services
Core system selection
confirmed
Finalizing remaining
system selections to align
with our go-forward
business model
Finalizing remaining
selections post vendor
negotiation completion
Digital solutions
evaluated with integration
strategy and deployment
planning underway
Customer
Origination
& Servicing
80%
Core
100% 100% 88%
Merger Update
Initial systems assessment
25
Third Quarter 2025Fourth Quarter 2025
Established integration management office
(IMO) and mobilized 20 portfolios and 75+
workstreams, including dedicated LFI
readiness
Held joint IMO in-person meetings on
September 23 and October 8, focused on
enhancing connectivity amongst colleagues
Finalized pro forma organizational chart for
executive management team and next levels
Communicated employee retention packages
Met jointly with over 100 investment
management firms virtually and in person to
discuss the transaction
Filed S-4 and mailed joint proxy statement
Continue IMO workstreams
Hold special shareholder meeting on
November 6
Finalize pro forma full organizational
structure, employee benefits and non-
core platform technology system
decisions
Remain comfortable with merger-related
expense savings of $250 million, or 10%
of combined non-interest expense
Pro forma CET1 Ratio at merger close
now estimated at ~10.1%
(1)
(1) Estimate based on 9/30/25 actual results and financial assumptions associated with the pending PNFP-SNV merger
Merger Update
26
August 21, 2025
Executive
Leadership Team
Announced
August 22, 2025
Merger Application
Submitted to Bank
Regulators
August 19, 2025
IMOs
(1)
Established
November 6, 2025
Special Shareholder
Meetings
First Quarter 2026
Expected Closing
First Quarter 2027
Expected Operational
Conversion
(1) IMO -Integration Management Office
September 30, 2025
S-4 Declared Effective /
Commencement of Joint
Proxy Statement Mailed
Fourth Quarter 2025
Full Organizational
Chart/Benefit Plan
Decisions
August 26, 2025
Initial S-4 Filed
July 24, 2025
Merger Agreement
Signed & Announced
Merger Update
Timeline (Illustrative)
27
Note: Strategic expansion volumes include certain loans that are recorded in the various geographies (as detailed on slide 30) but for illustration purposes above are included as Strategic Expansion
loans due to the relationship managers being assigned to a specialty lending unit.
Balance Sheet – Loan Portfolio
Net Loan Growth – 3Q25 – Strategic Decisions:
•Strategic Expansion - $923 million
•Jacksonville, Atlanta, DC, Alabama, Kentucky, Franchise Finance,
Equipment Finance
•Legacy Recruiting Impact - $317 million
•New RMs hired in past 2.5 years other than in our strategic
market expansions
•Legacy market – Reduction of $412 million
•RMs in legacy markets such as Nashville, Charlotte, Raleigh,
Charleston, Memphis, Chattanooga, etc. that have been with
Pinnacle greater than three years
28
Balance Sheet – Loan Portfolio Segments
($ in millions)Amts.
3Q25
%
3Q25
Amts.
2Q25
%
2Q25
Amts.
3Q24
%
3Q24
Amts.
3Q23
%
3Q23
C&I
$15,570.941.0%$14,905.340.2%$12,986.937.9%$11,307.635.4%
CRE – Owner Occ.
4,904.512.9%4,744.812.8%4,264.712.4%3,944.612.3%
Total C&I & O/O CRE
$20,475.453.9%$19,650.153.0%$17,251.650.3%$15,252.247.7%
CRE – Investment
5,803.915.3%5,891.715.8%5,919.217.3%5,957.518.7%
CRE – Multifamily and other
2,284.46.0%2,393.76.5%2,213.26.5%1,490.24.7%
C&D and Land
3,389.49.0%3,412.19.2%3,486.510.1%3,942.112.3%
Total CRE & Construction
$11,477.730.3%$11,697.531.5%$11,618.933.9%$11,389.835.7%
Consumer RE
5,373.114.2%5,163.813.9%4,907.814.3%4,768.814.9%
Consumer and other
606.41.6%593.81.6%530.01.5%532.51.7%
Total Other
$5,979.515.8%$5,757.615.5%$5,437.815.8%$5,301.316.6%
Total Loans
$37,932.6100.0%$37,105.2100.0%$34,308.3100.0%$31,943.3100.0%
Note: Percentages noted in red text represent year-over-year growth rates.
29
($ in millions)
TOTAL PINNACLEC&I & O/O CRECRE & CONSTRUCTIONOTHER LOANS
Amts.
3Q25
Amts.
3Q24
Amts.
3Q25
Amts.
3Q24
Amts.
3Q25
Amts.
3Q24
Amts.
3Q25
Amts.
3Q24
Nashville
$8,648.8$8,581.8$4,218.4$3,979.4$2,405.5$2,744.7$2,024.9$1,857.7
Knoxville
2,140.62,056.51,144.11,064.2534.3558.9462.2433.4
Chattanooga
2,418.02,159.71,468.41,299.4478.4419.9471.2440.4
Memphis
2,327.72,306.81,122.41,149.9766.6760.3438.7396.6
Huntsville
245.6155.7127.281.490.852.527.621.8
Birmingham
913.4731.1781.6657.294.953.136.920.8
Bowling Green
224.3188.8163.3144.150.140.210.94.5
Louisville
234.3187.1221.3185.18.92.04.1-
Total Tennessee /AL /KY
$17,152.7$16,367.5$9,246.7$8,560.7$4,429.5$4,631.6$3,476.5$3,175.2
Greensboro/High Point
$2,229.92,271.2$730.7$735.9$1,132.1$1,199.0$367.1$336.1
Charlotte
3,598.53,445.3933.4849.82,058.22,003.1606.9592.4
Raleigh
1,651.61,740.1359.0344.81,108.11,242.9184.5152.4
Charleston
1,319.61,133.2344.5218.9670.4634.5304.7279.8
Greenville
538.2532.3199.4187.9269.0273.269.871.2
Roanoke
794.1749.1454.9370.9207.1258.0132.1120.2
Washington, D.C.
1,062.1620.0820.6442.7191.6161.749.915.6
SBA Lending Team
288.5234.3252.8224.431.68.14.11.8
North Florida
287.436.1228.224.031.2-28.012.3
Total Carolina /VA /FL
$11,769.9$10,761.6$4,323.5$3,399.3$5,699.3$5,780.5$1,747.1$1,581.8
Georgia
$1,904.21,727.7$785.9678.4$1,003.1$935.9$115.2$113.4
Specialty Lending
3,972.42,998.63,531.72,644.678.697.6362.1256.4
Other
3,133.42,452.92,587.61,968.6267.2173.3278.6311.0
Total
$37,932.6$34,308.3$20,475.4$17,251.6$11,477.7$11,618.9$5,979.5$5,437.8
Balance Sheet – Loan Portfolio – Market Segmentation
Note: Percentages noted in red text represent year-over-year growth rates.
30
Balance Sheet – Loan Portfolio – CRE Segmentation
($ in millions)Total NOO and MultifamilyTotal ConstructionTotal NOO and Construction
Amts.
3Q25
Amts.
2Q25
Amts.
3Q24
Amts.
3Q25
Amts.
2Q25
Amts.
3Q24
Amts.
3Q25
Amts.
2Q25
Amts.
3Q24
Multifamily
$2,269.3$2,393.7$2,213.9$1,350.2$1,484.8$1,560.4$3,619.5$3,878.5$3,774.3
Warehouse
1,825.71,850.21,784.2326.5378.1350.22,152.22,228.32,134.4
Retail
1,534.21,505.11,534.3215.8160.6180.91,750.01,665.71,715.2
Office
835.6848.2883.7106.1111.4119.6941.7959.61,003.3
1-4 Family
---677.7668.9681.7677.7668.9681.7
Hospitality
550.7611.8626.849.042.22.7599.7654.0629.5
Sr. Housing & Care
445.8478.0541.814.57.16.3460.3485.1548.1
Medical
360.3368.9342.142.930.529.5403.2399.4371.6
Other
266.7229.5205.6606.7528.5555.2873.4758.0760.8
Total
$8,088.3$8,285.4$8,132.4$3,389.4$3,412.1$3,486.5$11,477.7$11,697.5$11,618.9
31
Balance Sheet – Loan Portfolio Lines of Credit
($s in millions)
03/31/202406/30/202409/30/202412/31/20243/31/20256/30/20259/30/2025
Linked Qtr.
Change
CRE – Investment & Construction
Net Active Balance$6,835.87$6,539.76$6,465.36$6,577.64$6,471.50$6,308.09$6,159.12($148.97)
Net Available Credit3,793.183,455.513,057.263,050.573,196.133,419.864,012.35592.49
Total Exposure10,629.059,995.279,522.629,628.219,667.639,727.9510,171.47443.52
% Funded64.3%65.4%67.9%68.3%66.9%64.8%60.6%(4.2%)
C&I and O/O CRE
Net Active Balance$6,882.43$6,983.88$7,203.27$7,467.74$7,723.80$8,615.09$9,002.56$387.47
Net Available Credit8,786.858,851.119,120.869,684.1610,299.3310,673.2511,078.72405.47
Total Exposure15,669.2815,834.9916,324.1317,151.9018,023.1319,288.3420,081.28792.94
% Funded43.9%44.1%44.1%43.5%42.9%44.7%44.8%0.1%
Consumer
Net Active Balance$1,613.01$1,691.56$1,730.28$1,738.57$1,775.34$1,828.18$1,855.06$26.88
Net Available Credit2,552.102,566.912,593.112,628.922,672.662,707.802,767.4059.60
Total Exposure4,165.114,258.474,323.394,367.494,448.004,535.984,622.4686.48
% Funded38.7%39.7%40.0%39.8%39.9%40.3%40.1%(0.2%)
Totals
Net Active Balance$15,331.31$15,215.20$15,398.91$15,783.95$15,970.64$16,751.36$17,016.74$265.38
Net Available Credit15,132.1214,873.5214,771.2315,363.6516,168.1216,800.9117,858.471,057.56
Total Exposure30,463.4330,088.7230,170.1431,147.6032,138.7633,552.2734,875.211,322.94
% Funded50.3%50.6%51.0%50.7%49.7%49.9%48.8%(1.1%)
32
Balance Sheet – CRE Loan Portfolio
Highlights
•Over 90% of NOOCRE Portfolio is in Pinnacle’s
attractive Southeastern demographic markets
•Reduced construction and land development loans
as a percentage of total risk-based capital to 59.6%
in 3Q25 while total CRE as a percentage of total
risk-based capital is now at 218.1%, below our
long-term strategic target of 225%
•Remain cautious on 1-4 single family residential
guidance lines while open to strategic
opportunities in Pinnacle’s newer markets
•An elevated cost environment continues to
challenge projects’ return on cost and is
suppressing overall new development pipelines
from historical highs
85.9%
84.2%
70.5%
59.6%
249.6%
259.0%
242.2%
218.1%
0.0%
50.0%
100.0%
150.0%
200.0%
250.0%
300.0%
NOOCRE / Construction
100/300 Ratio Trends
100 Ratio - Target < 70%300 Ratio - Target < 225%
Land / Spec A&D
Office
Hospitality
Student Housing /Senior Housing
1-4 Resi Spec Properties
Self Storage
Medical Office
Retail – Grocery Store Anchored
Retail – Build to Suit
1-4 Resi. Pre-Sold
Multifamily
Industrial/Warehouse
CRE Appetite by Segment
9.5%
4.7%
4.4%
2.4%
1.8%
1.6%
1.2%
1.0%
0.0%
2.0%
4.0%
6.0%
8.0%
10.0%
12.0%
MultifamilyWarehouseRetailProfessional Office1-4 FamilyHospitalitySr. Housing &
Skilled Nursing
Medical
Office
3Q25 NOOCRE & Construction Balances / Total Loans
33
$(0.3)
$(0.3)
$(1.2)
$(0.1)
$(0.4)
$2.0
$1.1
$0.3
$12.6
$(0.0)
$0.1
$0.5
0.00%
-0.01%
-0.03%
-0.02%
-0.02%
0.07%
0.05%
0.04%
0.11%
0.00%
0.00%
0.01%
-0.04%
-0.02%
0.00%
0.02%
0.04%
0.06%
0.08%
0.10%
0.12%
$(5.0)
$-
$5.0
$10.0
$15.0
Dec 22Mar 23Jun 23Sep 23Dec 23Mar 24Jun 24Sep 24Dec 24Mar 25Jun 25Sep 25
PNFP CRE & Construction
NCO $s (millions) and NCO %
NCO ($s)NCO %
Balance Sheet – Asset Quality
•Continued strong asset quality with minimal past due
accruing loans and 97.8% of portfolio graded pass;
nonaccrual trends have stabilized beyond the one Class B
multifamily loan placed on nonaccrual in Q1 25.
•Softness in investor demand for NOOCRE loans due to
evolving market conditions continue to keep new
construction starts below historical levels.
•Strong equity positions in the Commercial Real Estate
portfolio help protect against slower stabilization periods.
Values weighted by commitment
LTV = current commitment as of 09/30/25 divided by appraised value from origination or renewal
Metrics represent risk graded loans that cover approximately 98% of CRE & Construction Loans in
the property types shown
Key Property Metrics
PropertyAll PropertiesConstruction
TypesLTV %DSC RatioLTC %
Multifamily49.4%1.5364.0%
Warehouse51.4%1.6863.4%
Retail53.6%1.6468.4%
Prof. Office53.6%1.7063.0%
Hospitality51.0%1.9163.3%
0.01%
0.01%
0.01%
0.01%
0.01%0.01%
0.01%
0.01%
0.01%
0.00%
0.01%
0.02%
0.02%
0.01%
0.05%
0.23%
0.22%
0.22%
0.16%
0.15%
0.12%
0.19%
0.18%
0.18%
0.01%
0.00%
0.00%
0.01%
0.13%
0.16%
0.12%
0.12%
0.13%
0.20%
0.19%
0.18%
Dec 22Mar 23Jun 23Sep 23Dec 23Mar 24Jun 24Sep 24Dec 24Mar 25Jun 25Sep 25
PNFP CRE & Construction
Accruing PD, Classified, and Non-Accruals
Past Dues (Accruing)Classified LoansNon-Accrual
34
13.7%
10.4%
8.3%
7.8%7.8%
4.8%
4.0%
3.9%
3.3%
3.2%
0.0%
2.0%
4.0%
6.0%
8.0%
10.0%
12.0%
14.0%
16.0%
Charlotte
NC
Nashville
TN
Orlando
FL
Atlanta
GA
Raleigh
NC
Charleston
SC
Austin
TX
Knoxville
TN
Chattanooga
TN
Denver
CO
3Q25 Multifamily Balances by Property Location
Multifamily Highlights (DRAFT)
Balances include CRE & Construction
Note: Balances include NOOCRE & Construction
Balance Sheet – Loan Portfolio
Multifamily Highlights
•94.8% is located within the PNFP footprint
•49.8% are MF Construction loans (by commitment):
oAverage number of units 292 ($20MM+ Construction)
oTypically, 4 & 5-star, garden style apartments
oLocated in core urban and suburban Southeastern markets with
limited amount of central business district projects
•Maturities will create a downward draft on CRE balances. The
fluctuation of the 10-Yr may slow down potential pay-offs but debt
markets continue to be plentiful with attractive refinance structures
•97.0% of risk rated loans are pass
•19 loans at Sept. 30, 2025 with commitments greater than $40.0mm;
Largest loan balance at Sept. 30, 2025 was $52.0mm
Loan Size
(by Comm.)
Loan Count% of Balances
% of
Commitments
Loan Age (Yrs)
Unit Count
(Avg)
Construction
Below $1MM30.0%0.0%1.436
$1MM - $5MM80.3%0.4%1.442
$5MM - $10MM40.5%0.6%2.099
$10MM - $20MM112.4%3.7%1.7216
$20MM - $40MM5123.2%34.1%1.8286
Above $40MM1110.9%11.0%2.7298
Construction Subtotal8837.3%49.8%1.8256
Term
Below $1MM1521.4%1.2%6.520
$1MM - $5MM684.2%3.3%4.965
$5MM - $10MM162.8%2.4%4.4174
$10MM - $20MM227.7%6.2%4.0179
$20MM - $40MM4336.9%29.5%3.8344
Above $40MM89.7%7.7%3.5289
Term Subtotal30962.7%50.2%5.4154
Grand Total397100.0%100.0%4.6186
6.3%
2.9%
12.0%
23.8%
37.4%
17.7%
0.0%5.0%10.0%15.0%20.0%25.0%30.0%35.0%40.0%
After 2029
2029
2028
2027
2026
2025
3Q25 Multifamily Balances by Maturity Year
35
Multifamily Highlights (DRAFT)
Balance Sheet – Loan Portfolio
Warehouse Highlights
•
Industrial production primarily focuses on construction opportunities with top-tier
development platforms
•
Conservative loan basis exhibiting an average LTV of 51.4% and an average LTC of 63.4% for
construction
•
Maturities will create a downward draft on CRE Balances; The fluctuation of the 10-Yr may
slow down potential pay-offs but debt markets continue to be plentiful with attractive
refinance structures
•
Disciplined underwriting using un-trended rents has offset the increased costs of today’s
higher rate environment
•
No past due balances; 100% of risk rated loans are pass
•
Only 8 loans with commitments greater than $35mm at Sept. 30, 2025; Largest loan balance
was $52.7MM at Sept. 30, 2025
9.8%
6.2%
5.5%
4.1%
4.0%
3.8%
3.7%
3.0%3.0%
2.9%
0.0%
2.0%
4.0%
6.0%
8.0%
10.0%
12.0%
Charlotte
NC
Nashville
TN
Atlanta
GA
Cincinnati
OH
Chattanooga
TN
Spartanburg
SC
Asheville
NC
Indianapolis
IN
Winchester
VA
Winston-
Salem
NC
3Q25 Warehouse Balances by Property Location
5.5%
4.4%
10.2%
25.6%
25.2%
29.0%
0.0%5.0%10.0%15.0%20.0%25.0%30.0%35.0%
After 2029
2029
2028
2027
2026
2025
3Q25 Warehouse Balances by Maturity Year
Loan Size
(by Comm.)
Loan
Count
% of Balances
% of
Commitments
Loan Age
(Yrs)
Square Feet
(Avg)
Construction
Below $1MM20.0%0.1%7.097,014
$1MM - $5MM20.4%0.4%2.5116,384
$5MM - $10MM00.0%0.0%--
$10MM - $20MM11.7%1.6%4.0551,103
$20MM - $35MM00.0%0.0%--
Above $35MM27.0%8.2%5.3573,114
Construction Subtotal79.1%10.3%4.8303,446
Term
Below $1MM31211.7%11.4%6.212,423
$1MM - $5MM12329.3%27.9%5.230,832
$5MM - $10MM1511.4%11.3%5.875,819
$10MM - $20MM1317.8%17.6%4.9133,827
$20MM - $35MM512.7%12.9%5.2471,455
Above $35MM28.0%8.8%5.5511,299
Term Subtotal47090.9%89.7%5.945,337
Grand Total477100.0%100.0%5.952,960
36
Multifamily Highlights (DRAFT)
Balance Sheet – Loan Portfolio
Professional Office Highlights
•95.1% of Professional Office CRE properties are in PNFP market
•The concentration in Nashville is primarily due to the participation in the Nashville Yards project (approximately
13.2% of the 35.0%). The loan consists of 3 office towers; 2 are 100% leased to investment grade tenants with
favorable leases and the third serves as PNFP’s new headquarters and is 67% leased.
•Limited professional office is exposure at 2.4% of total loans
•Granular portfolio with only 9 loans > $20 million
o
4 loans with commitments greater than $35mm at Sept. 30, 2025; Largest office loan balance was
$41.4mm at Sept. 30, 2025
o
Average commitment of $32.4MM and average balance of $28.2MM
o
No spec construction, pre-leasing > 50%
•Remaining 495 loans have an average outstanding balance of $1.42 million
•LTV of 53.4%, LTC of 63.0%, Stabilized Occupancy of 89.8%
•No past due balances; 97.7% of risk rated loans are pass
Loan Size
(by Comm.)
Loan Count% of Balances% of CommitmentsLoan Age (Yrs)
Square Feet
(Avg)
Construction
Below $1MM30.1%0.1%6.397,014
$1MM - $5MM30.6%0.8%2.682,649
$5MM - $10MM00.0%0.0%
$10MM - $20MM11.7%1.6%3.8551,103
$20MM - $35MM00.0%0.0%
Above $35MM26.8%8.2%5.1573,114
Construction Subtotal99.2%10.6%4.5267,413
Term
Below $1MM32612.1%11.8%6.113,308
$1MM - $5MM12830.1%29.0%5.230,218
$5MM - $10MM1611.9%11.9%5.979,679
$10MM - $20MM1216.5%16.6%4.7133,827
$20MM - $35MM616.9%16.4%4.7417,455
Above $35MM13.4%3.7%7.4511,299
Term Subtotal48990.8%89.4%5.845,047
Grand Total498100.0%100.0%5.852,308
36.2%
12.8%
6.1%
6.0%
5.1%
4.7%
3.1%
2.9%
2.8%2.8%
0.0%
5.0%
10.0%
15.0%
20.0%
25.0%
30.0%
35.0%
40.0%
Nashville
TN
Raleigh
NC
Charlotte
NC
Durham
NC
Charleston
SC
Greenville
SC
Greensboro
NC
Seattle
WA
Winston-
Salem
NC
Knoxville
TN
3Q25 Professional Office Balances by Property Location
13.7%
6.3%
23.5%
22.7%
29.6%
4.3%
0.0%5.0%10.0%15.0%20.0%25.0%30.0%35.0%
After 2029
2029
2028
2027
2026
2025
3Q25 Professional Office Balances by Maturity Year
37
45.6%
10.2%
22.4%
21.7%
0.0%
5.0%
10.0%
15.0%
20.0%
25.0%
30.0%
35.0%
40.0%
45.0%
50.0%
LTV < 60%LTV 60% to 70%LTV 70% to 80%LTV ≥ 80%
3Q25 Single Tenant Office LTVs
83.8%
8.5%
7.3%
0.5%
0.0%
10.0%
20.0%
30.0%
40.0%
50.0%
60.0%
70.0%
80.0%
90.0%
LTV < 60%LTV 60% to 70%LTV 70% to 80%LTV ≥ 80%
3Q25 Multi-Tenant Office LTVs
Multifamily Highlights (DRAFT)
Balance Sheet – Loan Portfolio
Professional Office Highlights
Avg Bal:
$2.6 MM
Avg Bal:
$5.9 MM
Avg Bal:
$3.6 MM
Avg Bal:
$2.6 MM
Avg Bal:
$2.1 MM
Avg Bal:
$1.7 MM
Avg Bal:
$3.4 MM
Avg Bal:
$8.7 MM
5%
9%
30%
56%
3Q25 Professional Office
Portfolio by Type
Office Condo
Mixed Use Office
Single Tenant
Multi-Tenant
38
Total Allowance for Credit Losses for loans = $434.5mm or, 1.15% of loans, at September 30, 2025
(1)Calculation based on end of period loan balance
(2)Net charge-off percentage calculation is annualized and in relation to avg. quarterly loan balances
$ in thousands
Allowance for
Credit Losses
% of Loans
Off-Balance
Sheet
Total
At September 30, 2024$391,5341.14%
(1)
$12,469$404,003
Initial ACL assigned to PCD$14,115
$14,115
Net Charge Offs($20,807)
0.24%
(2)
($20,807)
4Q Provision$29,652
$-$29,652
At December 31, 2024$414,494
1.17%
(1)
$12,469$426,963
Net Charge Offs($13,992)
0.16%
(2)
($13,992)
1Q Provision$16,960
$-$16,960
At March 31, 2025$417,462
1.16%
(1)
$12,469$429,931
Net Charge Offs($18,737)
0.20%
(2)
($18,737)
2Q Provision$23,400
$845$24,245
At June 30, 2025$422,125
1.14%
(1)
$13,314$435,439
Net Charge Offs($16,788)
0.18%
(2)
($16,788)
3Q Provision$29,113
$2,826$31,939
At September 30, 2025$434,450
1.15%
(1)
$16,140$450,590
Allowance for Credit Losses
39
Allowance for Credit Losses
($ in thousands)
Allowance for Credit Losses
September 30,
2025
June 30,
2025
March 31,
2025
December 31,
2024
September 30,
2024
Amount
% of
LoansAmount
% of
LoansAmount
% of
LoansAmount
% of
LoansAmount
% of
Loans
Commercial and Industrial
$192,4541.24%$187,0201.25%$183,2051.30%$174,7991.27%$162,3711.25%
Commercial Real Estate
108,7050.84%106,7310.82%108,9280.84%117,6510.94%112,4630.91%
Construction and Land Development
35,0961.04%32,7530.96%30,4610.86%33,6200.91%32,3750.93%
Consumer Real Estate
88,0561.64%87,2961.69%86,4471.74%80,0421.63%76,1871.55%
Consumer and Other
10,1391.67%8,3251.40%8,4211.48%8,3821.56%8,1381.54%
Allowance for Credit Losses - Loans
$434,4501.15%$422,1251.14%$417,4621.16%$414,4941.17%$391,5341.14%
Reserve for unfunded commitments
16,14013,31412,46912,46912,469
Allowance for Credit Losses - Total
$450,590$435,439$429,931$426,963$404,003
40
(*) Excludes past due loans rated substandard
($ in thousands)September 30, 2025
AS A % OF
TOTAL LOANS
June 30, 2025
AS A % OF
TOTAL LOANS
September 30, 2024
AS A % OF
TOTAL LOANS
NPLs and > 90 days
Const. and land development
$2,1810.01%$2,2940.01%$3,1860.01%
Consumer RE
27,4910.07%28,8390.08%32,6350.10%
CRE – Owner Occupied
10,6280.03%12,2420.03%7,7270.02%
CRE – Non-Owner Occupied
67,4150.18%68,7920.19%38,9060.11%
Total real estate
$107,7150.29%$112,1670.31%$82,4540.24%
C&I
43,4250.11%48,2170.13%39,1590.12%
Other1,1750.00%1,4380.00%1,2910.00%
Total loans
$152,3150.40%$161,8220.44%$122,9040.36%
Classified loans and ORE
Classified commercial loans$197,5390.52%$169,0270.46%$152,2910.44%
Doubtful commercial loans-0.00%-0.00%-0.00%
Other impaired loans31,0250.08%35,7220.10%43,7120.13%
90 days past due and accruing (*)2,6320.01%4,6520.01%3,6110.01%
Other real estate5,1290.01%4,8350.01%7500.00%
Other repossessed assets810.00%-0.00%730.00%
Total$236,4060.62%$214,2360.58%$200,4370.58%
Pinnacle Bank classified asset ratio4.2%3.9%3.9%
Balance Sheet – Asset Quality
41
Balance Sheet – Asset Quality
0.10%
0.16%
0.23%
0.18%
-0.20%
0.00%
0.20%
0.40%
0.60%
0.80%
1.00%
1.20%
1.40%
1.60%
CREConstructionC&IConsumer REConsumer and
other
Total
Net Charge Off
Rates
Annualized Net Loan Charge Offs by Loan Type
202220232024YTD 2025
42
Balance Sheet – Asset Quality – 100/300 Test
($ in thousands)
Description3Q252Q251Q254Q243Q24
Loans secured by real estate:
Construction, land development, and other loans:
1-4 family residential construction loans$655,063$644,847$664,689$670,350$667,600
Other construction loans and all land development and other land loans2,734,3882,767,2132,861,1713,028,9712,818,905
Loans included in the 100% test$3,389,451$3,412,060$3,525,860$3,699,321$3,486,505
Secured by multifamily (5 or more) residential properties$2,289,522$2,397,809$2,362,656$2,208,335$2,213,153
Loans secured by other nonfarm nonresidential properties5,803,8515,891,6945,977,5835,931,4205,919,235
Financed real estate not secured by real estate 618,511528,532492,003511,639451,932
Unsecured REITs295,333380,978343,841356,907366,250
Loans included in the 300% test$12,396,668$12,611,073$12,701,943$12,707,622$12,437,075
Total Risk-Based Capital$5,684,596$5,517,167$5,372,342$5,246,472$5,111,617
% of Total Risk-Based Capital
100% Test – Construction and Land Development60%62%66%71%68%
300% Test – Construction and Land Development + NOOCRE + Multifamily218%229%236%242%243%
43
Note: Strategic expansion volumes include certain deposits that are recorded in the various geographies (as detailed on slide 45) but for illustration purposes above are included as Strategic Expansion deposits due to the
relationship managers being assigned to a specialty lending unit.
Net Deposit Growth – 3Q25 – Strategic Decisions:
•Strategic Expansion - $892 million
•Jacksonville, Atlanta, DC, Alabama, Kentucky, Franchise
Finance, Equipment Finance
•Legacy Recruiting Impact – $46 million
•New RMs hired in past 2.5 years other than in our
strategic market expansions
•Legacy market – Reduction of $210 million
•RMs in legacy markets such as Nashville, Charlotte,
Raleigh, Charleston, Memphis, Chattanooga, etc. that
have been with Pinnacle for greater than three years
Balance Sheet – Deposit Portfolio
44
Balance Sheet – Deposit Portfolio – Market Segmentation
($ in millions)
TOTAL DEPOSITSCORE DEPOSITSNONCORE DEPOSITS
TOTAL PINNACLETRANSACTION AND MMDACDsPUBLIC FUNDS and OTHER DEPOSITS
3Q253Q243Q253Q243Q253Q243Q253Q24
Nashville
$15,358.5$14,782.5 $13,948.1$13,057.5 $720.4$741.2 $690.0$983.8
Knoxville
3,254.82,944.22,977.52,645.9188.1213.289.285.1
Memphis
2,388.52,354.72,017.61,928.7248.9275.6122.0150.4
Chattanooga
2,822.12,618.82,570.92,316.3164.8212.086.490.5
Birmingham
456.5343.0336.4262.23.62.9116.577.9
Huntsville
468.6422.7451.4406.26.56.510.710.0
Louisville
376.756.1354.832.321.423.80.5-
Bowling Green
171.3138.4167.5136.42.71.71.10.3
Total TN/AL/KY
$25,297.0$23,660.4 $22,824.2$20,785.5 $1,356.4$1,476.9 $1,116.4$1,398.0
Greensboro/High Point
3,292.13,180.42,810.62,658.4304.3325.2177.2196.8
Charlotte
2,367.72,281.02,045.41,953.7197.4205.1124.9122.2
Charleston
1,791.21,694.71,559.51,454.6135.0161.496.778.7
Raleigh
1,282.21,119.91,114.61,021.0127.883.939.815.0
Roanoke
1,077.6951.5961.8816.482.398.933.536.4
Greenville
541.0506.1433.9393.370.971.436.241.4
Washington, D.C.
2,501.71,265.92,278.21,092.8206.2155.217.317.9
North Florida
414.414.6409.214.52.60.12.6-
Total Carolinas / VA
$13,267.9$11,014.1 $11,613.2$9,404.7 $1,126.5$1,101.0 $528.2$508.4
Atlanta
1,282.4783.51,247.0756.311.59.623.917.6
Specialty Lending
1,023.5946.61,018.8941.21.62.33.13.1
Other
4,856.34,550.31,576.31,252.238.234.93,241.83,263.2
Total
$45,727.1$40,954.9 $38,279.5$33,139.9 $2,534.2$2,624.7 $4,913.4$5,190.3
Note: Percentages noted in red text represent year-over-year growth rates. Numbers may not foot due to rounding.
45
Balance Sheet - Deposit Portfolio
Estimated Liquidity Available for Uninsured Deposits
($s in millions)
Balances at
Sept. 30, 2025
Total Deposits
$45,727
Less: Insured and/or Collateralized Deposits
$28,810
Total Deposits – Uninsured / Uncollateralized
$16,917
Estimated Liquidity Available for Uninsured Deposits:
Est. Immediately Available through Cash, Fed Discount Window
$9,850
Est. Other sources – FHLB, Unpledged bonds, Reciprocal deposit programs
$9,494
Estimated Liquidity Available for Uninsured Deposits
$19,344
Coverage Ratio of Uninsured and Uncollateralized Deposits
1.14x
$55,000
$60,000
$65,000
$70,000
$75,000
$80,000
$85,000
$90,000
2019202020212022202320243Q25
Avg. Deposit Acct Size
5.0%
10.0%
15.0%
20.0%
25.0%
30.0%
35.0%
2019202020212022202320243Q25
Noninterest Bearing Deposits to Total Deposits
(End of Period Balances)
33.7%
42.9%
38.9%
28.9%
32.7%
37.0%
0.00%
10.00%
20.00%
30.00%
40.00%
50.00%
202020212022202320243Q25
Ratio of EOP Uninsured and Uncollateralized Deposits
to Total Deposits
46
Quarter
Duration Net of
Hedging
Unhedged
Duration
Avg. Yield - TE
3Q252.3%5.9%4.4%
2Q252.7%6.4%4.4%
1Q252.4%6.3%4.3%
4Q242.1%6.2%4.3%
3Q242.0%6.2%4.6%
2Q243.5%6.5%4.4%
1Q243.1%6.3%4.1%
4Q232.9%6.2%4.1%
3Q234.4%7.7%3.8%
2Q234.5%6.1%3.7%
Balance Sheet – Bond Portfolio
61% of effective duration has been neutralized via hedging
Security Type
9/30/25
Balance
% of
Portfolio
6/30/25
Balance
% of
Portfolio
3/31/25
Balance
% of
Portfolio
12/31/24
Balance
% of
Portfolio
Treasuries1,680,04318.0%1,639,36617.4%1,526,45816.9%1,526,37217.5%
Agencies416,8134.5%443,3654.7%469,8515.2%493,6785.7%
MBS1,958,36021.0%1,999,85721.2%2,043,63122.7%2,200,73025.2%
CMOs1,400,51915.0%1,463,69615.5%1,154,97512.8%743,8618.5%
Municipals3,612,71238.8%3,618,44238.4%3,505,73438.9%3,434,39039.4%
Asset Backed121,0111.3%133,4321.3%155,4621.7%176,2352.0%
Corporates123,2811.3%122,6911.4%152,3321.7%152,4781.7%
Portfolio Book Value9,312,739100.0%9,420,851100.0%9,008,443100.0%8,727,745100.0%
Unrealized G(L), gross(256,131)(2.8%)(354,199)(3.8%)(289,649)(3.2%)(346,478)(4.0%)
Portfolio Carrying Value9,056,60897.2%9,066,65196.2%8,718,79496.8%8,381,26896.0%
Unrealized G(L), net (AOCI)(133,684)(202,183)-(148,318)-(141,629)-
49%
46%
45%
43%
45%
51%
54%
55%
57%
55%
Sep. 2024Dec. 2024Mar. 2025Jun. 2025Sep. 2025
Bond Portfolio Composition
End of Period
Fixed RateVariable Rate
4.41
3.46
16.2
17.3
10.0
12.5
15.0
17.5
20.0
22.5
25.0
1.50
2.00
2.50
3.00
3.50
4.00
4.50
5.00
1Q202Q203Q204Q201Q212Q213Q214Q211Q222Q223Q224Q221Q232Q233Q234Q231Q242Q243Q244Q241Q252Q253Q25
% of Total Assets
Bond Yields
PNFP - YieldPeer Median - YieldPNFP - % of AssetsPeer Median - % of Assets
47
Interest Rate Sensitivity
Note: We believe our interest rate sensitivity modeling is consistent with regulatory requirements.Our interest rate sensitivity modeling incorporates a number of broad assumptions for earnings simulation, including loan and deposit re-pricing characteristics, the rate of loan
prepayments, static balance sheet, etc. Management periodically reviews these assumptions for accuracy based on historical data and future expectations and may change assumptions over time based on better data sources, improved modeling techniques, regulatory changes,
etc. Our ALCO policy requires that the base scenario assumes ALL rates remain flat for the prescribed time periods and is the scenario, including those above, to which all others are compared in order to measure the change in net interest income. Policy limits are applied to the
results of certain modeling scenarios. While the primary policy scenarios focus is on a twelve-month time frame, including the information above, for the earnings simulations model, longer time horizons are also modeled but are not shown herein.
*Analysis reflects modeling as of 8.31.25
*Analysis reflects modeling as of 8.31.25
1.5%
1.6%
1.2%
0.6%
0.7%
0.3%
0.1%
-0.1%
-0.1%
-0.1%
0.1%
-1.2%
-1.6%
-1.2%
-0.6%
-0.7%
-0.3%
0.1%
0.4%
0.4%
0.4%
0.4%
-5.0%
-3.0%
-1.0%
1.0%
3.0%
5.0%
1Q232Q233Q234Q231Q242Q243Q244Q241Q252Q253Q25*
Net Interest Income %
Rate Ramp Scenarios
Ramp +100Ramp -100
2.5%
3.0%
2.4%
1.4%
1.4%
0.6%
0.3%
-0.1%
0.0%
0.1%
0.3%
-2.0%
-2.9%
-2.4%
-1.4%
-1.4%
-0.7%
0.3%
0.7%
0.6%
0.6%
0.6%
-5.0%
-3.0%
-1.0%
1.0%
3.0%
5.0%
1Q232Q233Q234Q231Q242Q243Q244Q241Q252Q253Q25*
Net Interest Income %
Rate Shock Scenarios
Shock +100Shock -100
48
* Adjusted noninterest income is a non-GAAP financial measure that excludes gains and losses on
sales of investment securities. For a reconciliation of this Non-GAAP financial measure to the most
directly comparable GAAP measure, see slides 59-60.
Fee Income
(dollars in thousands)3Q252Q253Q24
Linked-
Quarter
Annualized
Growth %
Year-over-
Year
Growth %
Service charges$18,290$17,092$16,21728.0%12.8%
Investment services23,91019,32417,86894.9%33.8%
Insurance commissions4,0163,6933,28635.0%22.2%
Gains on mortgage loans sold, net1,8281,9652,643(27.9%)(30.8%)
Losses on sales of investment securities, net---NMNM
Trust fees10,3169,2808,38344.7%23.1%
Income from equity method investment (BHG)40,61426,02716,379>100.0%>100.0%
Gains on sale of fixed assets-2021,837
(100.0%)(100.0%)
Other:
Interchange and other consumer fees20,03120,24819,939
(4.3%)0.5%
Bank-owned life insurance12,01111,63010,172
13.1%18.1%
Loan swap fees2,5442,1172,798
80.7%(9.1%)
SBA loans sales 1,3841,7291,207
(79.8%)14.7%
Income from other equity investments4,4012,9906,226
>100.0%(29.3%)
Other8,5939,1608,287(24.8%)3.7%
Total noninterest income$147,938$125,457$115,24271.7%28.4%
Noninterest income/Average Assets1.06%0.93%0.93%55.9%14.0%
Adjusted noninterest income*$147,938$125,457$115,24271.7%28.4%
Adjusted noninterest Income*/Total Avg. Assets1.06%0.93%0.93%55.9%14.0%
•Income from BHG continues to be up significantly on both a
linked-quarter and year-over-year basis.
•Core fee categories of wealth management reflect strong
revenue growth in 3Q25 over 2Q25 and 3Q24.
•Service charges increased $1.2 million linked-quarter due to
increased interchange on check cards during the quarter.
•Bank-owned life insurance increased $1.8 million between 3Q25
and 3Q24 due to the purchase of an additional $150 million in
policies during the first nine months of 2025.
•Income from other equity investments increased in 3Q25 as
compared to 2Q25 and decreased in 3Q25 as compared to 3Q24
due to adjustments to the fair value of these investments in the
comparative periods.
49
* Adjusted noninterest expense is a non-GAAP financial measure that excludes the impact of ORE expense (income) and merger-related
expenses.
** Adjusted efficiency ratio is a non-GAAP financial measure that excludes the impact of ORE expense (income), losses on sales of investment
securities and merger-related expenses.
For a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP measures, see slides 59-60.
50
Noninterest Expense
(dollars in thousands)3Q252Q25
3Q24
Linked-Quarter
Annualized
Growth %
Yr-over-Yr
Growth %
Salaries and commissions$115,864$111,897
$103,354
14.2%12.1%
Cash and equity incentives 45,48344,763
33,513
6.4%35.7%
Employee benefits and other25,65424,586
23,367
17.4%9.8%
Total personnel costs$187,001$181,246
$160,234
12.7%16.7%
Equipment and occupancy
48,91048,043
42,564
7.2%14.9%
Other real estate, net
146137
56
26.3%>100.0%
Marketing and other business development
7,9028,772
5,599
(39.7%)41.1%
Postage and supplies
3,4013,192
2,965
26.2%14.7%
Amortization of intangibles
1,3981,400
1,558
(0.6%)(10.3%)
Merger-related expenses
7,727-
-
100.0%100.0%
Other noninterest expense:
Deposit related expense18,72114,988
15,891
99.6%17.8%
Lending related expense16,90916,401
17,729
12.4%(4.6%)
Wealth management expense1,039980
807
24.1%28.7%
Other noninterest expense9,98511,287
11,916
(46.1%)(16.2%)
Total other noninterest expense$46,654$43,656
$46,343
27.5%0.7%
Total noninterest expense$303,139$286,446
$259,319
23.3%16.9%
Efficiency ratio55.6%56.7%
55.6%
(7.8%)0.0%
Noninterest expense/Total average assets2.18%2.13%
2.08%
9.4%4.8%
Adjusted noninterest expense *$295,266$286,309
$259,263
12.5%13.9%
Adjusted efficiency ratio **
54.2%56.7%
55.6%
(17.6%)(2.5%)
Adjusted noninterest expense*/Total avg. assets2.12%2.13%
2.08%
(1.9%)1.9%
Headcount (FTE)3,657.53,627.0
3,516.5
3.4%4.0%
•Salaries and commissions reflect the impact of increased headcount and merit
raises since January 1, 2025.
•Cash incentives in 3Q25 reflect the resetting of estimated incentive payouts for
2025. Cash incentive expense is adjusted each quarter to reflect the anticipated
payout percentage for the annual cash incentive plan. At 3Q25, we are accruing
incentives at 125% of target vs. 115% of target at 2Q25 and 90% of target at 3Q24.
•Merger-related expenses associated with our proposed merger with Synovus
Financial were $7.7 million through 3Q25.
•Increased costs in equipment and occupancy reflect new properties and
equipment placed into service since January 1, 2025; a portion of which relates to
our occupancy of our new Nashville, TN headquarters during the first quarter of
2025.
•Deposit related expense was impacted by increases in variable costs related to the
support of specialty deposit programs.
*: LTM revenue per share is a non-GAAP financial measure that excludes gains and losses on sales of investment securities, loss on BOLI restructuring, gain on sale of fixed assets as a result of sale-leaseback transaction and recognition of
mortgage servicing asset. For a reconciliation of these Non-GAAP financial measures to the most directly comparable GAAP measure, see slides 59-60.
Note: See slide 61 for peer group utilized in the above analysis. Peer group calculated by aggregating total peer revenues by total peer weighted avg. shares for each quarter.
Source: S&P Global Market Intelligence
Income Statement – Revenue Per Share
$13.87
$14.05
$14.35
$15.07
$15.78
$16.51
$17.07
$17.50
$17.85
$18.62
$19.51
$20.33
$21.09
$21.39
$21.48
$21.45
$21.60
$21.89
$22.49
$23.39
$24.12
$24.93
$25.90
11.6%
8.7%
6.8%
11.3%
13.8%
17.5%
19.0%
16.2%
13.1%
12.8%
14.3%
16.2%
18.2%
14.9%
10.1%
5.5%
2.4%
2.4%
4.7%
9.1%
11.7%
13.9%
15.2%
5.8%
6.7%
6.6%
5.3%
6.5%
5.8%
3.4%
0.5%
-0.3%
1.3%
4.5%
10.9%
15.2%
16.0%
10.7%
1.2%
-3.8%
-6.0%
-5.5%
2.6%
4.3%
6.1%
-8.0%
-6.0%
-4.0%
-2.0%
0.0%
2.0%
4.0%
6.0%
8.0%
10.0%
12.0%
14.0%
16.0%
18.0%
20.0%
$12.00
$13.00
$14.00
$15.00
$16.00
$17.00
$18.00
$19.00
$20.00
$21.00
$22.00
$23.00
$24.00
$25.00
$26.00
1Q202Q203Q204Q201Q212Q213Q214Q211Q222Q223Q224Q221Q232Q233Q234Q231Q242Q243Q244Q241Q252Q253Q25
Y/Y Revenue per Share Growth
Revenue per Share
LTM Revenue Per Share Growth* vs. Peers
PNFP LTM Rev/SharePNFP Y/YPeer Median Y/Y
51
Tangible Book Value Growth
14.2%
5.1%
14.8%
9.5%
12.6%
2021
2022
2023
2024
2025*
Focused on preserving and growing
TBV per common share – YTD growth
*: YTD Annualized
Note: For a reconciliation of this Non-GAAP financial measure to the most directly comparable GAAP measure, see slide 59-60. See slide 61 for peer group utilized in the above analysis.
Highlights
•Quarterly dividend per common share increased to $0.24 in 1Q25
•Tangible book value per common share at Sept. 30, 2025 was $61.53, up 11.6%
from Sept. 30, 2024
•Common equity tier 1 risk-based capital ratio was 10.8% at both Sept. 30, 2025
and Sept. 30, 2024
•Capital Ratios remains strong with top quartile Tangible Common
Equity/Tangible Assets ratios at June 30, 2025 compared to peers
**: excluding goodwill, core deposit and other intangible assets
8.8%
8.5%
8.6%
8.6%
8.8%
8.5%
7.3%
7.7%
8.3%
6.00%
7.00%
8.00%
9.00%
2021Y2022Y2023Y2024Y3Q25
Tangible Common Equity Ratio
PNFP and Peer Medians
PNFPPeer Median
PNFP TCER has
approximated 8.5%
since 2021
while many peers
have experienced
TCER dilution for
same period most
likely due to
elevated interest
rate environment
and resulting
impact on AOCI
$40.98
$42.44
$48.78
$55.12
$61.53
Tangible Book Value per Share**
52
BHG Credit Quality Continues to Impress
Sophisticated credit scoring models produce impressive results
BHG Continues to Leverage & Grow its Distribution Network
Historically high origination & placement volume in 3Q25 while maintaining tight credit
Bank Buyers in Funding Network
Quarterly Origination & Placements ($mm)
Total Banks In Network
Unique Buyers Each Period
Source: BHG Internal Data
•BHG’s origination volumes rose again in Q3, supported
by continued growth in lead flow.
•Placements through the BHG Bank Network remained
robust, with loans sold at $561 million in Q3.
•The BHG Loan Hub maintains a diverse base, featuring
782 unique bank buyers over the past twelve months.
•Banks continue to be drawn to BHG loans due to the
blend of higher yields and strong historical credit
performance.
•BHG’s distinct funding platform, including its bank
network and institutional investors, provide ample funding
for increased origination volume. Placements to
institutional investors was a record in Q3 at $1.3B
demonstrating strong demand for BHG credit across
multiple investors and structures
•BHG implements various initiatives to foster strong
engagement and loyalty among its bank partners:
•Quarterly and monthly seminars
•Regulatory and risk management advisory
services
•Access to top-tier technology providers
•Regular communications on BHG’s performance
and other company updates
$435
$446
$533
$467
$521
$505
$605
$614
$561
$564
$354
$396
$232
$272
$329
$772
$616
$1,275
$1,039
$786
$692
$871
$989
$1,161
$1,210
$1,497
$1,725
$0
$500
$1,000
$1,500
$2,000
3Q234Q231Q242Q243Q244Q241Q252Q253Q25
Placements to Bank NetworkPlacements to Institutional InvestorsOrigination
-
200
400
600
800
1,000
0
400
800
1,200
1,600
2,000
20172018201920202021202220232024TTM Q3
2025
Total Banks In NetworkUnique Buyers
53
Bank Auction Platform Rates
•Bank buy rates continued to decrease,
demonstrating confidence in BHG credit.
•Auction platform spreads remain above long-
term averages, finishing at 10.3% for 3Q25,
highest since 2022
•BHG continues to work with bank partners to
optimize risk/return dynamics and facilitate
attractive loan economics.
BHG Credit Quality Continues to Impress
Sophisticated credit scoring models produce impressive results
BHG Produces Wide Spreads on Bank Auction and Balance Sheet Deals
Spreads above 10% for Off Balance Sheet Bank Network Sales and On Balance Sheet Loans
Off Balance Sheet - Borrower Coupon and Bank Buy Rates
Blended Portfolio Yield On Balance Sheet & Related on Balance Sheet Funding Costs
15.5%
15.8%
17.0%16.7%16.7%16.4%17.0%17.3%17.3%17.6%17.2%17.4%17.9%
5.8%
6.9%
7.6%
8.0%
8.6%
8.8%
8.9%
8.6%
8.1%
7.9%
7.7%
7.6%
7.6%
0.0%
3.0%
6.0%
9.0%
12.0%
15.0%
18.0%
3Q224Q221Q232Q233Q234Q231Q242Q243Q244Q241Q252Q253Q25
Borrower Coupon on Loans Sold to BankBank Buy Rate
15.1%
15.5%
15.4%
15.3%
15.5%
16.3%16.3%
15.9%
16.6%
16.8%
17.1%
17.2%
18.0%
3.6%
4.6%
5.6%
5.9%
6.3%
6.6%
6.7%
6.4%
6.8%
6.6%
6.4%
6.5%
6.7%
0.0%
3.0%
6.0%
9.0%
12.0%
15.0%
18.0%
3Q224Q221Q232Q233Q234Q231Q242Q243Q244Q241Q252Q253Q25
Loan Interest Income YieldBorrowing Rates
On-Balance Sheet Rates
•Chart details blended rates for the entire on-
balance sheet portfolio at quarter end.
•Approximately 90% of balance sheet loans
are fixed rate placements with locked in
spreads approximating 11.3% for 3Q25.
Source: BHG Internal Data
54
BHG Reserves Compare Favorably to Trailing Credit Loss
The trailing 12-month balance sheet loss figure declined to 5.9% in Q3
Source: BHG Internal data
(1)Credit loss represents delinquent loans that BHG brought back from bank partners.
(2)Prepayment loss represents writing off unamortized premium from gain on sale premium related to loans sold to bank partners.
(3)Reserves that BHG creates on balance sheet against anticipated losses on account of delinquency or pre-payment related to loans sold to bank partners. Legally BHG is not obligated to purchase delinquent loans from banks.
Reserves and Losses for Off B/S Loans (TTM)
Reserves and Losses of On B/S Loans (TTM)
(3)
(1)(2)
•Trailing 12-month losses for off-balance sheet loans total 7.7% including the
impact of loans where borrower elects to prepay. The Q3 reserve balance
for estimated loan substitutions and prepayments totaled 7.9%.
•BHG’s reserve for on-balance sheet loans increased to 11.2% in Q3. The
trailing 12- month actual experienced loss declined quarter over quarter;
however, given new balance placements BHG is reserving for future loss.
•Delinquency rates continue to trend favorably as 2024 originations
demonstrate improved credit results.
0%
1%
2%
3%
4%
5%
January
April
July
October
January
April
July
October
January
April
July
October
January
April
July
October
January
April
July
20212022202320242025
BHG 30 Days PD Trend
Total DelinquencyCommercial LoansConsumer Loans
$0
$1,000
$2,000
$3,000
$4,000
$5,000
$6,000
$7,000
$8,000
$9,000
3Q234Q231Q242Q243Q244Q241Q252Q253Q25
Loan Balances on/off Balance Sheet (in
MM)
On Balance SheetOff Balance Sheet
4.2%
4.9%
5.2%
5.5%
5.3%
1.5%
1.7%
1.9%
2.2%
2.4%
6.2%
7.1%
7.5%
7.8%
7.9%
0.0%
4.0%
8.0%
12.0%
3Q244Q241Q252Q253Q25
Credit Loss %Prepayment Loss %Estimated Subs & Prepays as % of Loans in bank network
7.4%
7.3%
6.8%
6.3%
5.9%
9.1%
9.3%9.3%
10.5%
11.2%
0.00%
4.00%
8.00%
12.00%
3Q244Q241Q252Q253Q25
TTM Net Charge Offs to Avg. Loans HFICECL Allowance to Loans HFI
55
BHG has Increased Focus on Higher FICO Originations
Over 80% of 2025 Originations were originated to FICO scores of 700+
•BHG continues to refine and
tighten its credit underwriting:
•Losses in certain risk classes,
particularly the lower credit
tranches of loans made post-
COVID (2021 and 2022),
exceeded acceptable internal
tolerances prompting more
conservative underwriting
standards by BHG beginning in
2023.
•More recent vintages are
performing more in line with
lower credit loss expectations
•Historical credit analysis indicates
that approximately 70% of losses
occur within the first 36 months of
origination.
Cumulative Net Loss Curves
FICO Mix
$456
$610
$711
$873
$1,449
$1,785
$2,808
$4,145
$3,936
Originations
($ mm)
Source: BHG Internal Data
$3,705
$4,433
0%20%40%60%80%100%
2025
2024
2023
2022
2021
2020
2019
2018
2017
2016
2015
<650650-699700-749750-799>800
56
BHG Credit Quality Continues to Impress
Sophisticated credit scoring models produce impressive results
BHG Has Diverse, Growing Funding Channels
Proactive management of placement channels continues to provide flexibility to BHG’s platform
Off B/S
Revolving
facilities
Loan Sale Auction
Platform
Bank Warehouses
Private Whole
Loan Sale
Secured
Borrowing
Term ABS Deals
(Public)
3 Warehouse facilities with large banks, providing up to $750mm in funding
capacity, with $0 utilization as of Sept 30, 2025.
$3.8B+ in notes issued through 11 transactions over 5 years.
Over $2.6B in cumulative secured borrowing placements to date. BHG and
investor share in credit losses under pre-determined split.
Term
Loans
Working Capital
Line
Over 1,695 banks in network. 782 unique banks acquired BHG loans over the
past 12 months, with $2.3B sold. 3Q25 sales equal $561M
$1.6B over the last 12 months
$541M in 3Q25
$650mm revolving line of credit to fund near-term cash needs for new loans
– 7 banks in facility ($275mm utilized as of Sept 30, 2025).
Source: BHG Internal Data
Passthrough/4a2
First Deal of the “BOLT” shelf was closed in July 2025 for $125M.
57
BHG Financials
Source: BHG Internal Data, unaudited.
($'s in thousands)3Q 20252Q 20251Q 2025
Interes t Income145,836$ 136,144$ 134,494$
Interes t Expens e43,021 41,600 40,642
Provi s i on for Loan Los s es93,226 50,850 42,623
Net Interest Income After Provision for Loan Losses9,589 43,694 51,229
Gai ns on Loan Sal es & Ori gi nati on Fees187,739 113,601 95,014
Other Income37,736 20,392 11,155
Total Net Revenues235,064 177,687 157,398
Gross Revenues371,311 270,137 240,663
Sal ary and Benefi ts68,181 57,882 51,490
Marketi ng Expens es19,159 17,518 19,139
Portfol i o Expens es12,033 12,075 10,995
Other Expens es42,330 38,788 31,628
Total Operating Expenses141,703 126,263 113,252
Net Earnings93,361$ 51,424$ 44,146$
Profitability Statistics
Earnings to Gross Revenues25.14%19.04%18.34%
Portfolio Mgmt Expense to Gross Revenues39.93%38.69%39.17%
Operating Expenses to Gross Revenues34.92%42.27%42.49%
($'s in thousands)
At Sept 30,
2025
At Jun 30,
2025
At Mar 31,
2025
Cash and Cash Equivalents715,888 592,500 762,815
Loans Held for Investment3,000,875 2,664,514 2,655,603
Allowance for Loan Losses(336,130) (279,136) (245,009)
Loans Held for Sale313,917 484,730 505,530
Premises and Equipment66,361 67,679 72,932
Other Assets299,086 294,386 273,696
Total Assets4,059,997$ 3,824,673$ 4,025,567$
Estimated loan substitutions & prepayments643,954 624,392 577,503
Secured Borrowings2,385,375 2,083,777 2,285,533
Notes Payable275,000 375,000 375,000
Borrower Reimbursable Fee137,248 144,472 150,842
Other Liabilities170,351 176,690 110,941
3,611,928$ 3,404,331$ 3,499,819$
Equity448,068 420,342 525,748
Total Liabilities & Stockholders Equity4,059,997$ 3,824,673$ 4,025,567$
Outstanding Loans purchased by Community Banks8,134,909 7,968,139 7,715,700
Soundness Statistics:
Cash to Assets17.63%15.49%18.95%
Equity to Assets11.04%10.99%13.06%
Est. loan subs & prepays as % of Loans at Other Banks
7.92%7.84%7.48%
Allowance to Loans Held for Investment11.20%10.48%9.23%
Total Reserves against Total Outstanding8.80%8.50%7.93%
Total Liabilities
58
Reconciliation of Non-GAAP Financial Measures
59
Reconciliation of Non-GAAP Financial Measures
60
2025 Peer Group
61
Institution NameTickerCity, State
Pinnacle Financial Partners, Inc.PNFPNashville, TN
Associated Banc-corpASBGreen Bay, WI
Bank OZKOZKLittle Rock, AR
Bank United Inc.BKUHouston, TX
BOK Financial Corp.BOKFTulsa, OK
Cadence BankCADETupelo, MS
Comerica Inc. CMADallas, TX
Commerce Bancshares, Inc.CBSHKansas City, MO
Cullen/Frost Bankers, Inc.CFRSan Antonio, TX
F.N.B. CorporationFNBPittsburgh, PA
First Horizon Corp. FHNMemphis, TN
Fulton Financial CorporationFULTLancaster, PA
Hancock Whitney CorporationHWCGulfport, MS
Prosperity Bancshares, Inc.PBHouston, TX
Simmons First National CorporationSFNCPine Bluff, AR
South State CorporationSSBWinter Haven, FL
Synovus Financial Corp.SNVColumbus, GA
UMB Financial CorporationUMBFKansas City, MO
United Bankshares Inc.
UBSICharleston, WV
Valley National BancorpVLYNew York, NY
Wintrust Financial CorporationWTFCRosemont, IL
Zions Bancorp. NAZIONSalt Lake City, UT
Investor Call
THIRD QUARTER 2025
M. TERRY TURNER, PRESIDENT AND CEO
HAROLD R. CARPENTER, EVP AND CFO
62
PNFP 2Q25 Earnings Conference Call Slides
guidanceUploaded 4/9/2026by pdf-importType: presentationPublished 6/15/2025
Content preview
Investor Call
SECOND QUARTER 2025
JULY 16, 2025
Time: 8:30 AM CT
Webcast: www.pnfp.com (investor relations)
M. TERRY TURNER, PRESIDENT AND CEO
HAROLD R. CARPENTER, EVP AND CFO
Safe Harbor Statements
Forward Looking Statements
All statements, other than statements of historical fact, included in this presentation, 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 Securit...
Show full content (71,379 chars)
Investor Call
SECOND QUARTER 2025
JULY 16, 2025
Time: 8:30 AM CT
Webcast: www.pnfp.com (investor relations)
M. TERRY TURNER, PRESIDENT AND CEO
HAROLD R. CARPENTER, EVP AND CFO
Safe Harbor Statements
Forward Looking Statements
All statements, other than statements of historical fact, included in this presentation, 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," "aim," "anticipate," "intend," "may," "should," "plan," "looking for," "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) deterioration in the financial condition of borrowers of Pinnacle Bank and its subsidiaries
or BHG, including as a result of persistent elevated interest rates, the negative impact of inflationary pressures and challenging and uncertain economic conditions on our and BHG's customers and their businesses, resulting in
significant increases in loan losses and provisions for those losses and, in the case of BHG, substitutions; (ii) 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; (iii) the impact of U.S. and global economic
conditions, trade policies and tensions, including changes in, or the imposition of, tariffs and/or trade barriers and the economic impacts, volatility and uncertainty resulting therefrom, and geopolitical instability; (iv) the sale of
investment securities in a loss position before their value recovers, including as a result of asset liability management strategies or in response to liquidity needs; (v) adverse conditions in the national or local economies including
in Pinnacle Financial's markets throughout the Southeast region of the United States,particularly in commercial and residential real estate markets; (vi) the inability of Pinnacle Financial, or entities in which it has significant
investments, like BHG, to maintain the long-term historical growth rate of its, or such entities', loan portfolio; (vii) the ability to grow and retain low-cost core deposits and retain large, uninsured deposits, including during times
when Pinnacle Bank is seeking to limit the rates it pays on deposits or uncertainty exists in the financial services sector; (viii) changes in loan underwriting, credit review or loss reserve policies associated with economic
conditions, examination conclusions, or regulatory developments; (ix) effectiveness of Pinnacle Financial's asset management activities in improving, resolving or liquidating lower-quality assets; (x) 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 the negative impact to net interest margin from elevated deposit and other funding costs; (xi)
the results of regulatory examinations of Pinnacle Financial, Pinnacle Bank or BHG, or companies with whom they do business; (xii) BHG's ability to profitably grow its business and successfully execute on its business plans; (xiii)
risks of expansion into new geographic or product markets; (xiv) any matter that would cause Pinnacle Financial to conclude that there was impairment of any asset, including goodwill or other intangible assets; (xv) the
ineffectiveness of Pinnacle Bank's hedging strategies, or the unexpected counterparty failure or hedge failure of the underlying hedges; (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 or ransomware 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) Pinnacle Financial's ability to identify potential candidates for, consummate,
and achieve synergies from, potential future acquisitions; (xxiii) difficulties and delays in integrating acquired businesses or fully realizing costs savings and other benefits from acquisitions; (xxiv) the risks associated with 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 or all or a portion of their ownership interests in BHG (triggering a similar sale by
Pinnacle Bank); (xxv) changes in state and federal legislation, regulations or policies applicable to banks and other financial service providers, like BHG, including regulatory or legislative developments; (xxvi) fluctuations in the
valuations of Pinnacle Financial's equity investments and the ultimate success of such investments; (xxvii) the availability of and access to capital; (xxviii) 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 involving Pinnacle Financial, Pinnacle Bank or BHG; and (xxix) general
competitive, economic, political and market conditions. Throughout this document, numbers may not foot due to rounding. Additional factors which could affect the forward looking statements can be found in Pinnacle
Financial's Annual Report on Form 10-K for the year ended December 31, 2024, and subsequently filed Quarterly Reports on Form 10-Q 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 presentation, which speak only as of the date hereof, whether as a result of new information,
future events or otherwise.
2
Safe Harbor Statements
Non-GAAP Financial Matters
This presentation contains certain non-GAAP financial measures, including, without limitation, total revenues, net income to common shareholders, earnings per diluted common share, revenue per
diluted common share, PPNR, efficiency ratio, noninterest expense, noninterest income and the ratio of noninterest expense to average assets, excluding in certain instances the impact of expenses
related to other real estate owned, gains or losses on sale of investment securities, gains associated with the sale-leaseback transaction completed in the second quarter of 2023, losses on the
restructuring of certain bank owned life insurance (BOLI) contracts, charges related to the FDIC special assessment, income associated with the recognition of a mortgage servicing asset in the first
quarter of 2024, fees related to terminating agreement to resell securities previously purchased and professional fees associated with capital optimization initiatives in the second quarter of 2024 and
other matters for the accounting periods presented. This presentation may also contain certain other non-GAAP capital ratios and performance measures that exclude the impact of goodwill and core
deposit intangibles associated with Pinnacle Financial's acquisitions of BNC, Avenue Bank, Magna Bank, CapitalMark Bank & Trust, Mid-America Bancshares, Inc., Cavalry Bancorp, Inc. and other
acquisitions which collectively are less material to the non-GAAP measure as well as the impact of Pinnacle Financial's Series B Preferred Stock. The presentation of the non-GAAP financial information is
not intended to be considered in isolation or as a substitute for any measure prepared in accordance with GAAP. Because non-GAAP financial measures presented in this presentation are not
measurements determined in accordance with GAAP and are susceptible to varying calculations, these non-GAAP financial measures, as presented, may not be comparable to other similarly titled
measures presented by other companies.
Pinnacle Financial believes that these non-GAAP financial measures facilitate making period-to-period comparisons and are meaningful indications of its operating performance. In addition, because
intangible assets such as goodwill and the core deposit intangible, and the other items excluded each vary extensively from company to company, Pinnacle Financial believes that the presentation of this
information allows investors to more easily compare Pinnacle Financial's results to the results of other companies. Pinnacle Financial's management utilizes this non-GAAP financial information to
compare Pinnacle Financial's operating performance for 2025 versus certain periods in 2024 and to internally prepared projections.
3
NCOs
Pre-COVID* PNFP’s Median Quarterly Performance was 0.12%
NPA/ Loans & ORE
Classified Asset Ratio
Shareholder Value Dashboard
2Q25 summary results of key GAAP measures
4
PNFP’s Median Quarterly Performance of 0.26%
PNFP’s Median Quarterly Performance of 0.17%
PNFP’s Median Quarterly Performance of 4.0%
Total RevenuesFD EPS
Net Income Available to
Common Shareholders
Total Loans
(millions)
Total Deposits
(in millions)
Book Value per Common Share
Pre-COVID* PNFP’s Median Quarterly Performance was 0.54%
Pre-COVID* PNFP’s Median Quarterly Performance was 13.5%
Classified Asset Ratio
Pre-COVID* PNFP’s Median Quarterly Performance was 13.5%
NCOs
NPA/ Loans & ORE
Pre-COVID* PNFP’s Median Quarterly Performance was 0.54%
Tangible Book Value per Share**Total Core Deposits
(millions)
Total Loans
(millions)
Adjusted Pre-Tax Pre-Provision
Net Income*
FD EPS*
Total Revenues*
Shareholder Value Dashboard
2Q25 summary results of key non-GAAP measures
5
PNFP’s Median Quarterly Performance of 0.26%
PNFP’s Median Quarterly Performance of 0.17%
PNFP’s Median Quarterly Performance of 4.0%
*: excluding gains and losses on sales of investment securities, recognition of a mortgage servicing asset, loss on BOLI restructuring, gain on the sale of fixed assets as a result of a sale-leaseback transaction, ORE expense (income), FDIC special assessment, and
fees related to terminating agreement to resell securities previously purchased and professional fees associated with capital optimization initiatives. PPNR represents pre-tax, pre-provision net revenues.
**: excluding goodwill, core deposit and other intangible assets
Note: For a reconciliation of these Non-GAAP financial measures to the most directly comparable GAAP measures, see slides 50-51.
CAGR 11.0%
CAGR 10.9%
CAGR 4.9%
CAGR 7.1%
CAGR 10.2%
CAGR 11.1%
Pre-COVID* PNFP’s Median Quarterly Performance was 0.12%
Pinnacle Has Been a Top-Quartile Top- and Bottom-Line Performer
6
Note: Company filings, S&P Global Market Intelligence and FDIC.
(1) Growth rates reflects LTM Q1’15 through LTM Q1’25.
Long Track Record of Peer-Leading NII and Core Deposit Growth...
7
Note: Company filings, S&P Global Market Intelligence and FDIC.
(1)Growth rate reflects LTM Q1’15 through LTM Q1’25.
(2)Growth rate reflects quarter average for Q1’15 and Q1’25.
(3)Growth rate reflects non-time deposits for Q1’15 and Q1’25. Core deposits defined as total deposits less CDs.
Including Outperformance During the Current Rate Cycle...
8
Note: Company filings, S&P Global Market Intelligence and FDIC.
(1)Growth rate reflects LTM Q2’23 through LTM Q1’25.
(2)Growth rate reflects quarter average for Q2’23 and Q1’25.
(3)Growth rate reflects non-time deposits for Q2’23 and Q1’25. Core deposits defined as total deposits less CDs.
2020-24 Vintage Hiring Should Deliver Continued Growth that Outperforms Peers
9
(*) Figures illustratively reflect current average portfolio sizes by RM tenure as of Q3’24 applied to historical annual RM hires as noted in slide 49. Assumes 100% loan/deposit ratio, consistent with Pinnacle’s observed RM performance, and an illustrative 5% attrition.
90
120
147
107
161
2020Y2021Y2022Y2023Y2024Y
Annual Revenue Producer Hires
Record
hiring year
12% CAGR
–
~$1
~$3
~$7
~$10
~$14
~$18
~$18
~$19
2021Y2022Y2023Y2024Y2025Y2026Y2027Y2028Y2029Y
Illustrative Total Portfolio for RM Hires 2020 – 2024
($bn)*
10
Attracting Talent and Executing the Service Model are Key to Sustainable Growth
PNFP dominates virtually all key drivers of satisfaction in its 8 state footprint
Key DriverPeer Comparison
Market
Leader
Overall Satisfaction with
Relationship Manager
PNFP
Timely Follow-Up on
Requests
PNFP
Provision of Proactive
Advice & Innovative
Ideas
PNFP
Knowledge of Cash
Management
PNFP
Coordination of the
Bank's Product Specialist
PNFP
Frequency of Visits1stCitB&T
Understanding of Your
Industry
PNFP
Key DriverPeer Comparison
Market
Leader
Ease of Doing BusinessPNFP
Bank You Can TrustPNFP
Values Long-Term
Relationships
PNFP
Data and Analytics-
Driven Insights
PNFP
International
Capabilities
PNFP
Treasury Management
Capability
PNFP
Treasury Management
Service Level
PNFP
Overall Digital
Experience
PNFP
Talent
Service Model
Note: Products, services, and competitive evaluations among lead relationships. Evaluations are based on a 5-point scale, from "5" excellent to "1" poor.
Question: Using a 5-point scale from "1" poor to "5" excellent, how do you rate your lead provider on the following items: values long-term relationships; international capabilities; ease of doing business; is a bank you can trust; data analytics-driven insights?
Source: Coalition Greenwich Voice of Client – 2025 Market Tracking Program (Pinnacle Financial - Footprint - $1-500MM - Q1 2025 R4Q - Banking).
102030405060708090
102030405060708090
102030405060708090
102030405060708090
102030405060708090
102030405060708090
102030405060708090
Client Peer Group RangePeer Group Mean
102030405060708090
102030405060708090
102030405060708090
102030405060708090
102030405060708090
102030405060708090
102030405060708090100
102030405060708090
Market Share Gains Continued to Drive Loan Growth
Linked-quarter annualized growth in average loans was 10.3% in Q2
11
2Q25 Highlights
•EOP loans increased 10.7% linked-quarter annualized
compared to 7.3% in 1Q25 and 13.7% in 4Q24
•C&I loan growth accelerated to 21.9% linked-quarter
annualized
•Other loans, including commercial real estate loans
increased 3.5% linked-quarter annualized
•CRE decline offset by retention of ARMs, increasing
consumer loan growth to 15.2% linked-quarter annualized
•2Q25 loan origination rates remained well above current
portfolio yields
*Excludes leases, credit cards and loans HFS; loan yields exclude tax equivalent income adjustments; loan yields consider contractual floors for individual loans but exclude the impact of other loan interest rate derivative products.
5.14%
5.00%
4.90%
4.85%
4.75%
4.73%
4.73%
4.73%
4.40%
4.50%
4.60%
4.70%
4.80%
4.90%
5.00%
5.10%
5.20%
$0
$200
$400
$600
$800
$1,000
$1,200
3Q254Q251Q262Q263Q264Q261Q272Q27
Fixed Rate Loan Maturities / Cash flow
FX Loan CFLWMat Rate
$22,257
$22,493
$22,525
$22,848
$23,180
$22,986
$23,226
$23,849
$25,397
$27,021
$28,402
$29,634
$30,882
$31,530
$32,372
$33,042
$33,517
$34,082
$34,981
$36,042
$36,968
6.26%
3.00%
3.50%
4.00%
4.50%
5.00%
5.50%
6.00%
6.50%
7.00%
$12,500
$17,500
$22,500
$27,500
$32,500
$37,500
Loan Yields
Average Loans (millions)
Average Loan Growth and Yields
2Q25 Highlights
•Total average deposits, excluding brokered, increased 2.8%
linked-quarter annualized
•EOP noninterest-bearing deposits increased 6.3% linked-quarter
annualized, remaining stable at 19.2% of total deposits
•Total loan and deposit rate betas changed slightly from prior
quarter as EOP loan and deposit WAC decreased 3bps each
•Deposit WAC increase driven by mix shift towards higher cost
>$250k CDs; overall pricing generally stable
Deposit Growth Remains a Key Strategic Focus for Our Firm
Linked-quarter annualized growth in average deposits was 11.3% in Q2
12
Jun. 30,
2024
EOP Rates
Jun. 30,
2024
% of Totals
Mar. 31,
2025
EOP Rates
Mar. 31,
2025
% of Totals
Jun. 30,
2025
EOP Rates
Jun. 30,
2025
% of Totals
Noninterest bearing---19.9%---19.1%---19.2%
Interest-bearing:
Rate sheet
1.56%15.8%0.89%14.2%0.92%13.5%
Negotiated
3.67%12.9%2.57%5.3%2.50%4.0%
Indexed
4.70%39.3%3.67%51.7%3.67%52.3%
CDs
4.42%12.1%3.86%9.6%3.81%11.0%
Total IBD
3.87%80.1%3.13%80.9%3.17%80.8%
Total Deposits
3.10%100.0%2.53%100.0%2.56%100.0%
Cumulative Betas
(EOP rate comparisons)
“Up Rate Cycle”
Dec. 31, 2021 through
Sept. 18, 2024
“Down Rate Cycle”
Sept. 18, 2024 through
June 30, 2025
Fed funds effective rate, at EOP0.08% to 5.33%5.33% to 4.33%
Variable Rate Loans
84.6%70.1%
Fixed Rate Loans
15.0%-21.0%
Total Loans
59.1%39.4%
Int Checking, Savings, Money Market
68.5%70.1%
Time Deposits
74.8%61.4%
Total Interest-Bearing Deposits
69.7%69.9%
Total Deposits
56.3%53.7%
$20,680
$24,807
$26,352
$27,193
$27,621
$28,014
$28,740
$30,034
$31,539
$31,484
$33,108
$34,177
$35,292
$36,356
$38,078
$38,516
$38,996
$39,454
$40,101
$41,682
$43,019
$44,234
2.58%
0.00%
0.25%
0.50%
0.75%
1.00%
1.25%
1.50%
1.75%
2.00%
2.25%
2.50%
2.75%
3.00%
3.25%
$10,000
$15,000
$20,000
$25,000
$30,000
$35,000
$40,000
$45,000
Deposit Costs
Average Deposits (millions)
Average Deposit Growth
Avg. DepositsCost of Deposits
2Q25 Highlights
•Net interest income growth accelerated to 16.6% linked-quarter
annualized on solid earning asset growth and modest NIM expansion
•Net interest margin has remained within a 3.21%-3.23% range for
four consecutive quarters during a very volatile interest rate
environment
•Average volumes for securities increased by $307 million which was
partially offset by $103 million decrease in Fed funds, cash and repos
•Current forecast assumes one 25bp Fed funds rate decreases in
October 2025
13
NIM Increases Modestly Along with Solid Volume Growth
Net interest income grew at a mid-teen year-over-year pace for the third consecutive quarter
4.44%
2.00%
2.25%
2.50%
2.75%
3.00%
3.25%
3.50%
3.75%
4.00%
4.25%
4.50%
4.75%
$3,500
$4,000
$4,500
$5,000
$5,500
$6,000
$6,500
$7,000
$7,500
$8,000
$8,500
$9,000
$9,500
3Q204Q201Q212Q213Q214Q211Q222Q223Q224Q221Q232Q233Q234Q231Q242Q243Q244Q241Q252Q25
Average Quarterly Yield
Average Balances ($ in mil.)
Quarterly Avg. Securities
Avg. SecuritiesYield
4.40%
0.00%
0.50%
1.00%
1.50%
2.00%
2.50%
3.00%
3.50%
4.00%
4.50%
5.00%
5.50%
$0
$500
$1,000
$1,500
$2,000
$2,500
$3,000
$3,500
$4,000
$4,500
$5,000
3Q204Q201Q212Q213Q214Q211Q222Q223Q224Q221Q232Q233Q234Q231Q242Q243Q244Q241Q252Q25
Average Quarterly Yield
Average Balances ($ in mil.)
Quarterly Avg. FFS, IB Cash & Repos
Avg. FFS, IB Cash & ReposYield
3.23%
2.75%
3.00%
3.25%
3.50%
3.75%
$175
$200
$225
$250
$275
$300
$325
$350
$375
$400
3Q204Q201Q212Q213Q214Q211Q222Q223Q224Q221Q232Q233Q234Q231Q242Q243Q244Q241Q252Q25
Net Interest Margin
Net Interest Income ($ in mil.)
Net Interest Income & NIM
NIINIM
14
2Q25 Highlights
•Most credit metrics continued to perform well
in comparison to long-term historical averages
•Past dues, Classified Assets, Potential Problem
loans which are historically strong indicators of
future credit performance at or near multi-year
lows
•ACL decreased to 1.14% of total loans
0.17%
0.01%
0.13%
0.27%
0.20%
NCOs
0.27%
0.09%
0.15%
0.30%
0.44%
NPA/ Loans & ORE
0.07%
0.11%
0.14%
0.16%
0.14%
Past Dues as a % of Total Loans
0.74%
0.32%0.32%
0.18%
0.12%
Potential Problem Loans
6.8%
2.9%
3.3%
3.99%
3.9%
Classified Asset Ratio
Credit Performance Remains Strong in 2Q25
No significant change in credit metrics between 2Q25 and 1Q25
$0
$100
$200
$300
$400
20212022202320242025 YTD
$0.0
$2.0
$4.0
$6.0
20212022202320242025 YTD
•BHG provides loans in as little as 3 days from application to
funding.
•A truly diversified funding strategy creates ample liquidity to
fund loan originations, through:
•BHG’s proprietary online auction platform
encompassing over 1,690 unique Banks historically.
•Programmatic sponsorship in the ABS market and
institutional whole loan sale relationships. Wall Street
continues to demand BHG product with ten
securitizations accomplished since 2020.
•BHG distinguishes itself by:
•Targeting borrowers through direct mail and other
sophisticated marketing techniques using a wide range
of proprietary marketing tools.
•Underwriting applications through proprietary risk
models, combining both credit & behavioral data
points.
BHG Financial Overview
Strong YTD earnings of $96M supported by significant growth in originations and solid credit performance
15
Earnings Before Taxes ($mm)
Origination Volume ($bn)
Source: BHG Internal Data
2Q25 Results Provide for Continued Optimism in FY2025
Changes to current outlook trend to the positive, in our view
16
Note: 2025 outlook is based on current facts and circumstances. Our outlook is subject to change based on numerous factors which may require us to change our outlook at any time. These factors may include,
among the other risks described herein, changes in operating strategy, balance sheet positioning or macroeconomic factors such as significant changes in interest rates from those we are modeling. See slide 2 of
these materials for more information.
Current 2025 Outlook (as of July 15, 2025)2024 Results
Y/Y EOP Loan Growth
We are modifying our estimate that our EOP loan growth for 2025 will now be 9-11% growth over 2024
year-end balances.
Y/Y EOP growth of 8.6%
Y/Y EOP Deposit Growth
We continue to estimate that EOP deposit growth for 2025 will be 7-10% growth over 2024 year-end
balances.
Y/Y EOP growth of 11.2%
Net interest income
We are modifying our estimate that our net interest income growth outlook will now be 12-13% year-
over-year growth. Additionally, current estimate is that our 3Q25 net interest margin will increase
modestly from our 2Q25 net interest margin result.
Y/Y net interest income growth
of 8.2%
2024 Net interest margin result
was 3.16%
Fee income
We are increasing our estimate that fee growth for 2025 over 2024 should now approximate 12-15%
growth for noninterest income excluding the impact of losses on the sale of investment securities and
the recognition of an $11.8 million mortgage servicing gain in 2024.
Y/Y growth of 15.2% (*)
Expenses
We are modifying our estimate for total expenses excluding the impact of ORE costs for 2025 to
approximate a range of $1.145 billion to $1.155 billion. We are also increasing our anticipated target
payout for the annual cash incentive plan from 100% at March 31, 2025 to 115% June 30, 2025.
2024 Adjusted NIE was $999
million (#)
Net loan charge-offs and
provisioning
We are modifying our estimate for net charge-offs in 2025 as a percentage of average loans to
approximate a range of 0.18% to 0.20%. We are also modifying our estimate for our loan loss provision
as a percentage of average loans to be a range of 0.24% to 0.25%. Furthermore, we estimate that ACL as
a percentage of total loans will remain consistent with Q2 levels throughout the remainder of 2025, but
this could change should macro factors warrant.
Net loan charge-offs of 0.23%
Provision to avg. loans of 0.36%
ACL of 1.17%
(*) Excludes losses on the sale of investment securities and, in the case of 2024, the recognition of a $11.8 million mortgage servicing gain, and, in the case of 2023, the $85.7 million gain on the sale of
fixed assets because of the sale-leaseback transaction and $7.2 million in BOLI restructuring charges.
(#) Excluding the impact of ORE costs, the $7.25 million FDIC special assessment and $28.4 million in fees related to terminating the agreement to resell securities previously purchased and professional
fees associated with capital optimization initiatives
Supplemental Information
Slide #
•Balance Sheet 18
•Income Statement 39
•BHG 43
•Non-GAAP Reconciliation 50
•Peer Group 52
17
Note: Strategic expansion volumes include certain loans that are recorded in the various geographies (as detailed on slide 20) but for illustration purposes above are included as Strategic Expansion
loans due to the relationship managers being assigned to a specialty lending unit.
18
Net Loan Growth – 2Q25 – Strategic Decisions:
•Strategic Expansion - $785 million
•Jacksonville, Atlanta, DC, Alabama, Kentucky, Franchise Finance,
Equipment Finance
•Legacy Recruiting Impact - $287 million
•New RMs hired in past 2.5 years other than in our strategic
market expansions
•Legacy market – Reduction of $104 million
•RMs in legacy markets such as, Nashville, Charlotte, Raleigh,
Charleston, Memphis, Chattanooga, etc. that have been with
Pinnacle greater than three years
Balance Sheet – Loan Portfolio
Balance Sheet – Loan Portfolio Segments
($ in millions)Amts.
2Q25
%
2Q25
Amts.
1Q25
%
1Q25
Amts.
2Q24
%
2Q24
Amts.
2Q23
%
2Q23
C&I
$14,905.340.2%$14,131.339.1%$12,328.636.5%$10,983.835.3%
CRE – Owner Occ.
4,744.812.8%4,594.412.7%4,217.412.5%3,845.412.3%
Total C&I & O/O CRE
$19,650.153.0%$18,725.751.8%$16,546.049.0%$14,829.247.6%
CRE – Investment
5,891.715.8%5,977.616.5%5,998.317.8%5,682.718.2%
CRE – Multifamily and other
2,393.76.5%2,360.56.5%2,185.86.5%1,488.24.8%
C&D and Land
3,412.19.2%3,525.99.8%3,621.610.7%3,904.812.5%
Total CRE & Construction
$11,697.531.5%$11,864.032.8%$11,805.735.0%$11,075.735.5%
Consumer RE
5,163.813.9%4,977.413.8%4,874.814.4%4,692.715.1%
Consumer and other
593.81.6%569.61.6%542.61.6%555.71.8%
Total Other
$5,757.615.5%$5,547.015.4%$5,417.416.0%$5,248.416.9%
Total Loans
$37,105.2100.0%$36,136.7100%$33,769.1100.0%$31,153.3100.0%
19
Note: Percentages noted in red text represent year-over-year growth rates.
($ in millions)
TOTAL PINNACLEC&I & O/O CRECRE & CONSTRUCTIONOTHER LOANS
Amts.
2Q25
Amts.
2Q24
Amts.
2Q25
Amts.
2Q24
Amts.
2Q25
Amts.
2Q24
Amts.
2Q25
Amts.
2Q24
Nashville
$8,600.1$8,596.5$4,114.1$3,802.7$2,508.9$2,942.1$1,977.1$1,851.7
Knoxville
2,157.62,038.21,162.41,050.2549.9558.9445.3429.1
Chattanooga
2,421.82,105.01,478.01,283.9483.5386.7460.3434.4
Memphis
2,362.52,362.01,153.31,110.2785.4856.0423.8395.8
Huntsville
269.3128.9126.369.6119.138.623.920.7
Birmingham
875.4644.5751.8569.793.154.730.520.1
Bowling Green
229.4174.7173.7134.847.436.58.33.4
Louisville
221.7156.2210.7154.28.02.03.0-
Total Tennessee /AL /KY
$17,137.8$16,206.0$9,170.3$8,175.3$4,595.3$4,875.5$3,372.2$3,155.2
Greensboro/High Point
$2,217.4$2,289.7$687.0$723.7$1,178.3$1,227.5$352.1$338.5
Charlotte
3,473.43,428.1882.2830.62,010.02,008.2581.2589.3
Raleigh
1,714.41,729.7350.6341.21,187.51,233.7176.3154.8
Charleston
1,238.81,106.8299.7207.8646.2625.5292.9273.5
Greenville
587.9543.8207.0173.7310.7299.270.270.9
Roanoke
782.2748.6443.3345.0210.4282.5128.5121.1
Washington, D.C.
887.5493.3696.0325.7162.2154.829.312.8
SBA Lending Team
278.4221.7264.4211.410.98.53.11.8
North Florida
208.320.1162.08.820.6-25.711.3
Total Carolina /VA /FL
$11,388.3$10,581.8$3,992.2$3,167.9$5,736.8$5,839.9$1,659.3$1,574.0
Georgia
$1,793.8$1,649.2$704.2$690.3$973.6$848.7$116.0$110.2
Specialty Lending
3,756.92,916.73,340.62,563.0101.8101.2314.5252.5
Other
3,028.42,415.42,442.81,949.5290.0140.4295.6325.5
Total
$37,105.2$33,769.1$19,650.1$16,546.0$11,697.5$11,805.7$5,757.6$5,417.4
Balance Sheet – Loan Portfolio – Market Segmentation
Note: Percentages noted in red text represent year-over-year growth rates.
20
Balance Sheet – Loan Portfolio – CRE Segmentation
21
($ in millions)Total NOO and MultifamilyTotal ConstructionTotal NOO and Construction
Amts.
2Q25
Amts.
1Q25
Amts.
2Q24
Amts.
2Q25
Amts.
1Q25
Amts.
2Q24
Amts.
2Q25
Amts.
1Q25
Amts.
2Q24
Multifamily
$2,393.7$2,360.5$2,187.3$1,484.8$1,574.7$1,592.1$3,878.5$3,935.2$3,779.4
Warehouse
1,850.21,895.71,777.2378.1392.5503.52,228.32,288.22,280.7
Retail
1,505.11,524.71,569.3160.6123.7165.51,665.71,648.41,734.8
Office
848.2817.7919.4111.4125.5114.8959.6943.21,034.2
1-4 Family
---668.9674.7693.5668.9674.7693.5
Hospitality
611.8615.8633.942.234.8-654.0650.6633.9
Sr. Housing & Care
478.0531.0567.47.1-6.4485.1531.0573.8
Medical
368.9362.3333.630.528.138.4399.4390.4372.0
Other
229.5230.4196.0528.5571.9507.4758.0802.3703.4
Total
$8,285.4$8,338.1$8,184.1$3,412.1$3,525.9$3,621.6$11,697.5$11,864.0$11,805.7
Balance Sheet – Loan Portfolio Lines of Credit
($s in millions)
12/31/202303/31/202406/30/202409/30/202412/31/20243/31/20256/30/2025
Linked Qtr.
Change
CRE – Investment & Construction
Net Active Balance$6,517.26$6,835.87$6,539.76$6,465.36$6,577.64$6,471.50$6,308.09($163.41)
Net Available Credit4,273.683,793.183,455.513,057.263,050.573,196.133,419.86223.73
Total Exposure10,790.9410,629.059,995.279,522.629,628.219,667.639,727.9560.32
% Funded60.4%64.3%65.4%67.9%68.3%66.9%64.8%(2.1%)
C&I and O/O CRE
Net Active Balance$6,861.95$6,882.43$6,983.88$7,203.27$7,467.74$7,723.80$8,615.09$891.29
Net Available Credit8,562.028,786.858,851.119,120.869,684.1610,299.3310,673.25373.92
Total Exposure15,423.9715,669.2815,834.9916,324.1317,151.9018,023.1319,288.341,265.21
% Funded44.5%43.9%44.1%44.1%43.5%42.9%44.7%1.8%
Consumer
Net Active Balance$1,617.89$1,613.01$1,691.56$1,730.28$1,738.57$1,775.34$1,828.18$52.84
Net Available Credit2,503.722,552.102,566.912,593.112,628.922,672.662,707.8035.14
Total Exposure4,121.614,165.114,258.474,323.394,367.494,448.004,535.9887.98
% Funded39.3%38.7%39.7%40.0%39.8%39.9%40.3%0.4%
Totals
Net Active Balance$14,997.10$15,331.31$15,215.20$15,398.91$15,783.95$15,970.64$16,751.36$780.72
Net Available Credit15,339.4215,132.1214,873.5214,771.2315,363.6516,168.1216,800.91632.79
Total Exposure30,336.5230,463.4330,088.7230,170.1431,147.6032,138.7633,552.271,413.51
% Funded49.4%50.3%50.6%51.0%50.7%49.7%49.9%0.2%
22
Balance Sheet – Loan Portfolio
23
Highlights
•Over 91% of NOOCRE Portfolio is in Pinnacle’s
attractive Southeastern demographic markets
•Reduced construction and land development loans
as a percentage of total risk-based capital to 61.8%
in 2Q25
•Remain cautious on 1-4 single family residential
guidance lines while open to strategic
opportunities in Pinnacle’s newer markets
•An elevated cost environment continues to
challenge projects’ return on cost and is
suppressing overall new development pipelines
from historical highs
•An active senior debt market combined with
limited number of new opportunities has resulted
in a highly competitive landscape
85.9%
84.2%
70.5%
61.8%
249.6%
259.0%
242.2%
228.6%
0.0%
50.0%
100.0%
150.0%
200.0%
250.0%
300.0%
NOOCRE / Construction
100/300 Ratio Trends
100 Ratio - Target < 70%300 Ratio - Target < 225%
Land / Spec A&D
Office
Hospitality
Student Housing /Senior Housing
1-4 Resi Spec Properties
Self Storage
Medical Office
Retail – Grocery Store Anchored
Retail – Build to Suit
1-4 Resi. Pre-Sold
Multifamily
Industrial/Warehouse
CRE Appetite by Segment
10.5%
5.0%
4.4%
2.5%
1.8%
1.8%
1.3%
1.0%
0.0%
2.0%
4.0%
6.0%
8.0%
10.0%
12.0%
MultifamilyWarehouseRetailProfessional
Office
1-4 FamilyHospitalitySr. Housing &
Skilled
Nursing
Medical
Office
2Q25 NOOCRE & Construction Balances / Total Loans
$(0.3)
$(0.3)
$(1.2)
$(0.1)
$(0.4)
$2.0
$1.1
$0.3
$12.6
$(0.0)
$0.1
0.00%
-0.01%
-0.03%
-0.02%
-0.02%
0.07%
0.05%
0.04%
0.11%
0.00%
0.00%
-0.04%
-0.02%
0.00%
0.02%
0.04%
0.06%
0.08%
0.10%
0.12%
$(5.0)
$-
$5.0
$10.0
$15.0
Dec 22Mar 23Jun 23Sep 23Dec 23Mar 24Jun 24Sep 24Dec 24Mar 25Jun 25
PNFP CRE & Construction
NCO $s (millions) and NCO %
NCO ($s)NCO %
24
•Continued strong asset quality with minimal past due
accruing loans and 97.3% of portfolio graded pass;
incremental increase in nonaccrual due to one Class B
multifamily loan in during the first six months of 2025
•Softness in investor demand for NOOCRE loans due to
evolving market conditions continue to keep new
construction starts down
•Strong equity positions in the Commercial Real Estate
portfolio help protect against slower stabilization periods
Values weighted by commitment
LTV = current commitment as of 06/30/25 divided by appraised value from origination or renewal
Metrics represent risk graded loans that cover approximately 98% of CRE & Construction Loans in
the property types shown
Balance Sheet – Asset Quality
Key Property Metrics
PropertyAll PropertiesConstruction
TypesLTV %DSC RatioLTC %
Multifamily49.5%1.4564.1%
Warehouse51.7%1.6263.4%
Retail53.7%1.6568.6%
Prof. Office52.6%1.6564.5%
Hospitality51.3%1.8663.2%
0.01%
0.01%
0.01%
0.01%
0.01%0.01%
0.01%
0.01%
0.01%
0.00%
0.01%
0.02%
0.01%
0.05%
0.23%
0.22%
0.22%
0.16%
0.15%
0.12%
0.19%
0.18%
0.01%
0.00%
0.00%
0.01%
0.13%
0.16%
0.12%
0.12%
0.13%
0.20%
0.19%
Dec 22Mar 23Jun 23Sep 23Dec 23Mar 24Jun 24Sep 24Dec 24Mar 25Jun 25
PNFP CRE & Construction
Accruing PD, Classified, and Non-Accruals
Past Dues (Accruing)Classified LoansNon-Accrual
Multifamily Highlights (DRAFT)
25
Balances include CRE & Construction
Note: Balances include NOOCRE & Construction
Balance Sheet – Loan Portfolio
Multifamily Highlights
•95.2% is located within the PNFP footprint
•47.8% are MF Construction loans (by commitment):
oAverage number of units 279 ($20MM+ Construction)
oTypically, 4 & 5-star, garden style apartments
oLocated in core urban and suburban Southeastern markets with
limited amount of central business district projects
•Maturities will create a downward draft on CRE balances. The
fluctuation of the 10-Yr may slow down potential pay-offs but debt
markets continue to be plentiful with attractive refinance structures
•$451,000 past due balances; 95.4% of risk rated loans are pass
•20 loans at June 30, 2025 with commitments greater than $40.0mm;
Largest loan balance at June 30, 2025 was $50.0mm
Loan Size
(by Comm.)
Loan Count% of Balances% of CommitmentsLoan Age (Yrs)
Unit Count
(Avg)
Construction
Below $1MM50.0%0.1%1.6122
$1MM - $5MM60.2%0.3%1.048
$5MM - $10MM30.5%0.5%2.450
$10MM - $20MM112.0%3.7%1.4216
$20MM - $40MM4724.9%31.5%2.2265
Above $40MM1210.7%11.8%2.5293
Construction Subtotal8438.3%47.8%2.0244
Term
Below $1MM1451.3%1.1%6.620
$1MM - $5MM683.8%3.3%563
$5MM - $10MM152.5%2.3%4.6112
$10MM - $20MM269.0%7.6%3.5178
$20MM - $40MM4536.2%30.5%3.8338
Above $40MM88.9%7.4%3.4300
Term Subtotal30761.7%52.2%5.4152
Grand Total391100.0%100.0%4.6179
12.8%
10.1%
9.4%
8.6%
7.7%
4.5%
4.4%
3.7%
3.5%
3.1%
0.0%
2.0%
4.0%
6.0%
8.0%
10.0%
12.0%
14.0%
Charlotte
NC
Nashville
TN
Raleigh
NC
Orlando
FL
Atlanta
GA
Charleston
SC
Austin
TX
Knoxville
TN
Myrtle Beach
SC
Chattanooga
TN
2Q25 Multifamily Balances by Property Location
5.5%
3.1%
9.5%
21.4%
37.0%
23.6%
0.0%5.0%10.0%15.0%20.0%25.0%30.0%35.0%40.0%
After 2029
2029
2028
2027
2026
2025
2Q25 Multifamily Balances by Maturity Year
Multifamily Highlights (DRAFT)
26
Balance Sheet – Loan Portfolio
Warehouse Highlights
•
Industrial production primarily focuses on construction opportunities with top-tier
development platforms
•
Conservative loan basis exhibiting an average LTV of 51.7% and an average LTC of 63.4% for
construction
•
Maturities will create a downward draft on CRE Balances; The fluctuation of the 10-Yr may
slow down potential pay-offs but debt markets continue to be plentiful with attractive
refinance structures
•
Disciplined underwriting using un-trended rents has offset the increased costs of today’s
higher rate environment
•
$163.0M past due balances; 99.9% of risk rated loans are pass
•
8 loans with commitments greater than $35mm at June 30, 2025; Largest loan balance was
$53.2MM at June 30, 2025
Loan Size
(by Comm.)
Loan Count% of Balances% of CommitmentsLoan Age (Yrs)
Square Feet
(Avg)
Construction
Below $1MM10.0%0.0%2.5
$1MM - $5MM110.5%0.7%1.186,866
$5MM - $10MM71.9%2.0%1.9117,524
$10MM - $20MM154.6%8.6%1.2173,542
$20MM - $35MM179.4%17.8%1.3496,362
Above $35MM00.0%0.0%
Construction Subtotal5116.4%29.2%1.3256,654
Term
Below $1MM1864.2%3.4%5.927,299
$1MM - $5MM11613.2%10.4%4.682,354
$5MM - $10MM166.3%5.0%4.6153,282
$10MM - $20MM2314.2%13.3%2.8207,433
$20MM - $35MM2329.2%25.2%3.2439,365
Above $35MM816.5%13.6%3.2737,063
Term Subtotal37283.6%70.8%5.0126,261
Grand Total423100.0%100.0%4.6146,554
9.8%
6.2%
5.5%
4.1%
4.0%
3.8%
3.7%
3.0%3.0%
2.9%
0.0%
2.0%
4.0%
6.0%
8.0%
10.0%
12.0%
Charlotte
NC
Nashville
TN
Atlanta
GA
Cincinnati
OH
Chattanooga
TN
Spartanburg
SC
Asheville
NC
Indianapolis
IN
Winchester
VA
Winston-
Salem
NC
2Q25 Warehouse Balances by Property Location
5.5%
4.4%
10.2%
25.6%
25.2%
29.0%
0.0%5.0%10.0%15.0%20.0%25.0%30.0%35.0%
After 2029
2029
2028
2027
2026
2025
2Q25 Warehouse Balances by Maturity Year
Multifamily Highlights (DRAFT)
27
Balance Sheet – Loan Portfolio
Professional Office Highlights
•93.9% of Professional Office CRE properties are in PNFP market
•The concentration in Nashville is primarily due to the participation in the Nashville Yards project (approximately
12.6% of the 35.0%)
•The loan consists of 3 office towers; 2 are 100% leased to investment grade tenants with favorable leases and
the third serves as PNFP’s new headquarters and is 67% leased
•Granular portfolio
•Represents 2.5% of total loans
•Only 9 loans > $20 million
o
Average commitment of $30.8MM and average balance of $28.1MM
o
No spec construction, pre-leasing > 50%
•Remaining 495 loans have an average outstanding balance of $1.39 million
•LTV of 52.6%, LTC of 64.8%, Stabilized Occupancy of 87.5%
•No past due balances; 97.3% of risk rated loans are pass
•4 loans with commitments greater than $35mm at June 30, 2025; Largest office loan balance was $38.8mm at
June 30, 2025
Loan Size
(by Comm.)
Loan Count% of Balances% of CommitmentsLoan Age (Yrs)
Square Feet
(Avg)
Construction
Below $1MM30.1%0.1%6.397,014
$1MM - $5MM30.6%0.8%2.682,649
$5MM - $10MM00.0%0.0%
$10MM - $20MM11.7%1.6%3.8551,103
$20MM - $35MM00.0%0.0%
Above $35MM26.8%8.2%5.1573,114
Construction Subtotal99.2%10.6%4.5267,413
Term
Below $1MM32612.1%11.8%6.113,308
$1MM - $5MM12830.1%29.0%5.230,218
$5MM - $10MM1611.9%11.9%5.979,679
$10MM - $20MM1216.5%16.6%4.7133,827
$20MM - $35MM616.9%16.4%4.7417,455
Above $35MM13.4%3.7%7.4511,299
Term Subtotal48990.8%89.4%5.845,047
Grand Total498100.0%100.0%5.852,308
35.0%
12.6%
6.8%
6.1%
5.3%
4.7%
3.2%
2.8%2.8%2.8%
0.0%
5.0%
10.0%
15.0%
20.0%
25.0%
30.0%
35.0%
40.0%
Nashville
TN
Raleigh
NC
Charlotte
NC
Durham
NC
Charleston
SC
Greenville
SC
Greensboro
NC
Winston-
Salem
NC
Seattle
WA
Knoxville
TN
2Q25 Professional Office Balances by Property Location
10.3%
7.0%
22.3%
22.9%
29.2%
8.3%
0.0%5.0%10.0%15.0%20.0%25.0%30.0%35.0%
After 2029
2029
2028
2027
2026
2025
2Q25 Professional Office Balances by Maturity Year
45.3%
30.4%
23.3%
1.0%
0.0%
5.0%
10.0%
15.0%
20.0%
25.0%
30.0%
35.0%
40.0%
45.0%
50.0%
LTV < 60%LTV 60% to 70%LTV 70% to 80%LTV ≥ 80%
2Q25 Single Tenant Office LTVs
83.4%
7.0%
9.1%
0.4%
0.0%
10.0%
20.0%
30.0%
40.0%
50.0%
60.0%
70.0%
80.0%
90.0%
LTV < 60%LTV 60% to 70%LTV 70% to 80%LTV ≥ 80%
2Q25 Multi-Tenant Office LTVs
Multifamily Highlights (DRAFT)
28
Balance Sheet – Loan Portfolio
Professional Office Highlights
Avg Bal:
$2.6 MM
Avg Bal:
$5.8 MM
Avg Bal:
$3.1 MM
Avg Bal:
$3.0 MM
Avg Bal:
$2.2 MM
Avg Bal:
$3.6 MM
Avg Bal:
$3.1 MM
Avg Bal:
$0.9 MM
6%
9%
31%
54%
2Q25 Professional Office
Portfolio by Type
Office Condo
Mixed Use Office
Single Tenant
Multi-Tenant
Total Allowance for Credit Losses for loans = $422.1mm or, 1.14% of loans, at June 30, 2025
(1)Calculation based on end of period loan balance
(2)Net charge-off percentage calculation is annualized and in relation to avg. quarterly loan balances
$ in thousands
Allowance for
Credit Losses
% of Loans
Off-Balance
Sheet
Total
At June 30, 2024$381,6011.13%
(1)
$14,469$396,070
Net Charge Offs($18,348)
0.22%
(2)
($18,348)
3Q Provision$28,281
($2,000)$26,281
At September 30, 2024$391,534
1.14%
(1)
$12,469$404,003
Initial ACL assigned to PCD$14,115
$14,115
Net Charge Offs($20,807)
0.24%
(2)
($20,807)
4Q Provision$29,652
$-$29,652
At December 31, 2024$414,494
1.17%
(1)
$12,469$426,963
Net Charge Offs($13,992)
0.16%
(2)
($13,992)
1Q Provision$16,960
$-$16,960
At March 31, 2025$417,462
1.16%
(1)
$12,469$429,931
Net Charge Offs($18,737)
0.20%
(2)
($18,737)
2Q Provision$23,400
$845$24,245
At June 30, 2025$422,125
1.14%
(1)
$13,314$435,439
Allowance for Credit Losses
29
Allowance for Credit Losses
30
($ in thousands)
Allowance for Credit Losses
June 30,
2025
March 31,
2025
December 31,
2024
September 30,
2024
June 30,
2024
Amount
% of
LoansAmount
% of
LoansAmount
% of
LoansAmount
% of
LoansAmount
% of
Loans
Commercial and Industrial
$187,0201.25%$183,2051.30%$174,7991.27%$162,3711.25%$154,0141.25%
Commercial Real Estate
106,7310.82%108,9280.84%117,6510.94%112,4630.91%108,8110.88%
Construction and Land Development
32,7530.96%30,4610.86%33,6200.91%32,3750.93%30,0350.83%
Consumer Real Estate
87,2961.69%86,4471.74%80,0421.63%76,1871.55%80,2471.65%
Consumer and Other
8,3251.40%8,4211.48%8,3821.56%8,1381.54%8,4941.57%
Allowance for Credit Losses - Loans
$422,1251.14%$417,4621.16%$414,4941.17%$391,5341.14%$381,6011.13%
Reserve for unfunded commitments
13,31412,46912,46912,46914,469
Allowance for Credit Losses - Total
$435,439$429,931$426,963$404,003$396,070
(*) Excludes past due loans rated substandard
($ in thousands)June 30, 2025
AS A % OF
TOTAL LOANS
March 31, 2025
AS A % OF
TOTAL LOANS
June 30, 2024
AS A % OF
TOTAL LOANS
NPLs and > 90 days
Const. and land development
$2,2940.01%$2,2520.01%$8530.00%
Consumer RE
28,8390.08%34,4360.10%35,3550.11%
CRE – Owner Occupied
12,2420.03%14,6650.04%4,6050.01%
CRE – Non-Owner Occupied
68,7920.19%69,9850.19%39,3790.12%
Total real estate
$112,1670.31%$121,3380.34%$80,1920.24%
C&I
48,2170.13%53,0910.15%19,9430.06%
Other1,4380.00%1,4790.00%1,5710.00%
Total loans
$161,8220.44%$175,9080.49%$101,7060.30%
Classified loans and ORE
Classified commercial loans$169,0270.46%$185,6030.51%$148,5940.44%
Doubtful commercial loans-0.00%-0.00%20.00%
Other impaired loans35,7220.10%44,8590.13%43,2290.13%
90 days past due and accruing (*)4,6520.01%4,3370.01%4,0570.01%
Other real estate4,8350.01%3,6380.01%2,6360.01%
Other repossessed assets-0.00%180.00%1240.00%
Total$214,2360.58%$238,4550.66%$198,6420.59%
Pinnacle Bank classified asset ratio3.9%4.4%4.0%
31
Balance Sheet – Asset Quality
Balance Sheet – Asset Quality
32
0.10%
0.16%
0.23%
0.18%
-0.20%
0.00%
0.20%
0.40%
0.60%
0.80%
1.00%
1.20%
1.40%
1.60%
CREConstructionC&IConsumer REConsumer and
other
Total
Net Charge Off
Rates
Annualized Net Loan Charge Offs by Loan Type
202220232024YTD 2025
Balance Sheet – Asset Quality – 100/300 Test
($ in thousands)
Description2Q251Q254Q243Q242Q241Q24
Loans secured by real estate:
Construction, land development, and other loans:
1-4 family residential construction loans$644,847$664,689$670,350$667,600$678,836$672,284
Other construction loans and all land development and other land loans2,767,2132,861,1713,028,9712,818,9052,942,7273,146,050
Loans included in the 100% test$3,412,060$3,525,860$3,699,321$3,486,505$3,621,563$3,818,334
Secured by multifamily (5 or more) residential properties$2,397,809$2,362,656$2,208,335$2,213,153$2,190,484$1,924,931
Loans secured by other nonfarm nonresidential properties5,891,6945,977,5835,931,4205,919,2355,998,3266,138,711
Financed real estate not secured by real estate 528,532492,003511,639451,932449,948460,223
Unsecured REITs380,978343,841356,907366,250368,452363,685
Loans included in the 300% test$12,611,073$12,701,943$12,707,622$12,437,075$12,628,773$12,705,884
,,
Total Risk-Based Capital$5,517,167$5,372,342$5,246,472$5,111,617$4,971,045$4,924,971
% of Total Risk-Based Capital
100% Test – Construction and Land Development62%66%71%68%73%78%
300% Test – Construction and Land Development + NOOCRE + Multifamily229%236%242%243%254%258%
33
Note: Strategic expansion volumes include certain deposits that are recorded in the various geographies (as detailed on slide 35) but for illustration purposes above are included as Strategic Expansion deposits due to the
relationship managers being assigned to a specialty lending unit.
34
Net Deposit Growth – 2Q25 – Strategic Decisions:
•Strategic Expansion - $201 million
•Jacksonville, Atlanta, DC, Alabama, Kentucky, Franchise
Finance, Equipment Finance
•Legacy Recruiting Impact – $281 million
•New RMs hired in past 2.5 years other than in our
strategic market expansions
•Legacy market – $38 million
•RMs in legacy markets such as, Nashville, Charlotte,
Raleigh, Charleston, Memphis, Chattanooga, etc. that
have been with Pinnacle for greater than three years
Balance Sheet – Deposit Portfolio
Balance Sheet – Deposit Portfolio – Market Segmentation
($ in millions)
TOTAL DEPOSITSCORE DEPOSITSNONCORE DEPOSITS
TOTAL PINNACLETRANSACTION AND MMDACDsPUBLIC FUNDS and OTHER DEPOSITS
2Q252Q242Q252Q242Q252Q242Q252Q24
Nashville$15,536.6$14,638.1$13,816.3$12,980.0$725.9$724.8$994.4$933.3
Knoxville3,362.22,854.63,083.02,562.1187.3210.291.982.3
Memphis2,467.32,343.02,095.31,924.7248.1278.1123.9140.2
Chattanooga2,862.32,687.92,603.62,401.8170.6203.788.182.4
Birmingham485.2322.2337.9263.03.24.7144.154.5
Huntsville524.5347.8506.8321.17.55.910.220.8
Louisville262.648.6240.728.021.920.6--
Bowling Green172.9146.2169.1144.42.71.51.10.3
Total TN/AL/KY$25,673.6$23,388.4$22,852.7$20,625.1$1,367.2$1,449.5$1,453.7$1,313.8
Greensboro/High Point3,273.03,088.32,778.52,562.5304.6332.4189.9193.4
Charlotte2,282.82,266.61,968.61,963.0191.3185.6122.9118.0
Charleston1,781.31,629.41,556.11,394.5136.2158.989.076.0
Raleigh1,309.51,087.51,169.4984.7101.282.838.920.0
Roanoke985.0925.1867.8789.284.7101.832.534.1
Greenville520.3519.5411.6409.471.868.636.941.5
Washington, D.C.2,246.61,080.82,038.0925.4191.6136.417.019.0
North Florida76.828.874.328.81.6-0.9-
Total Carolinas / VA$12,475.3$10,626.0$10,864.3$9,057.5$1,083.0$1,066.5$528.0$502.0
Atlanta1,061.2746.51,031.9688.010.130.419.228.1
Specialty Lending 900.4644.4895.5639.31.52.03.43.1
Other4,888.74,365.11,617.51,365.837.333.73,233.92,965.6
Total$44,999.2$39,770.4$37,261.9$32,375.7$2,499.1$2,582.1$5,238.2$4,812.6
Note: Percentages noted in red text represent year-over-year growth rates. Numbers may not foot due to rounding.
35
Balance Sheet - Deposit Portfolio
36
Estimated Liquidity Available for Uninsured Deposits
($s in millions)
Balances at
Jun. 30, 2025
Total Deposits
$44,999
Less: Insured and/or Collateralized Deposits
$29,497
Total Deposits – Uninsured / Uncollateralized
$15,502
Estimated Liquidity Available for Uninsured Deposits:
Est. Immediately Available through Cash, Fed Discount Window
$9,241
Est. Other sources – FHLB, Unpledged bonds, Reciprocal deposit programs
$9,009
Estimated Liquidity Available for Uninsured Deposits
$18,251
Coverage Ratio of Uninsured and Uncollateralized Deposits
1.18x
$50,000
$55,000
$60,000
$65,000
$70,000
$75,000
$80,000
$85,000
$90,000
2019202020212022202320242Q25
Avg. Deposit Acct Size
5.0%
10.0%
15.0%
20.0%
25.0%
30.0%
35.0%
2019202020212022202320242Q25
Noninterest Bearing Deposits to Total Deposits
(End of Period Balances)
33.7%
42.9%
38.9%
28.9%
32.7%
34.4%
0.00%
10.00%
20.00%
30.00%
40.00%
50.00%
202020212022202320242Q25
Ratio of EOP Uninsured and Uncollateralized Deposits
to Total Deposits
Quarter
Duration Net of
Hedging
Unhedged
Duration
Avg. Yield - TE
2Q252.7%6.4%4.4%
1Q252.4%6.3%4.3%
4Q242.1%6.2%4.3%
3Q242.0%6.2%4.6%
2Q243.5%6.5%4.4%
1Q243.1%6.3%4.1%
4Q232.9%6.2%4.1%
3Q234.4%7.7%3.8%
2Q234.5%6.1%3.7%
1Q234.4%5.9%3.5%
Balance Sheet – Bond Portfolio
37
58% of effective duration has been neutralized via hedging
Security Type
6/30/25
Balance
% of
Portfolio
3/31/25
Balance
% of
Portfolio
12/31/24
Balance
% of
Portfolio
9/30/24
Balance
% of
Portfolio
Treasuries1,639,36617.4%1,526,45816.9%1,526,37217.5%1,480,55717.6%
Agencies443,3654.7%469,8515.2%493,6785.7%517,3946.1%
MBS1,999,85721.2%2,043,63122.7%2,200,73025.2%2,212,83526.2%
CMOs1,463,69615.5%1,154,97512.8%743,8618.5%393,8474.7%
Municipals3,618,44238.4%3,505,73438.9%3,434,39039.4%3,400,183 40.3%
Asset Backed133,4321.3%155,4621.7%176,2352.0%272,4243.2%
Corporates122,6911.4%152,3321.7%152,4781.7%157,6261.9%
Portfolio Book Value9,420,851100.0%9,008,443100.0%8,727,745100.0%8,434,866100.0%
Unrealized G(L), gross(354,199)(3.8%)(289,649)(3.2%)(346,478)(4.0%)(141,625)(1.7%)
Portfolio Carrying Value9,066,65196.2%8,718,79496.8%8,381,26896.0%8,293,24198.3%
Unrealized G(L), net (AOCI)(202,183)-(148,318)-(141,629)-(113,010)-
60%
49%
46%
45%
43%
40%
51%
54%
55%
57%
Jun. 2024Sep. 2024Dec. 2024Mar. 2025Jun. 2025
Effective Bond Portfolio Composition
End of Period
Fixed RateVariable Rate
4.44
3.40
16.5
16.7
10.0
12.5
15.0
17.5
20.0
22.5
25.0
1.50
2.00
2.50
3.00
3.50
4.00
4.50
5.00
1Q202Q203Q204Q201Q212Q213Q214Q211Q222Q223Q224Q221Q232Q233Q234Q231Q242Q243Q244Q241Q252Q25
% of Total Assets
Bond Yields
PNFP - YieldPeer Median - YieldPNFP - % of AssetsPeer Median - % of Assets
Interest Rate Sensitivity
38
Note: We believe our interest rate sensitivity modeling is consistent with regulatory requirements.Our interest rate sensitivity modeling incorporates a number of broad assumptions for earnings simulation, including loan and deposit re-pricing characteristics, the rate of loan
prepayments, static balance sheet, etc. Management periodically reviews these assumptions for accuracy based on historical data and future expectations and may change assumptions over time based on better data sources, improved modeling techniques, regulatory changes,
etc. Our ALCO policy requires that the base scenario assumes ALL rates remain flat for the prescribed time periods and is the scenario, including those above, to which all others are compared in order to measure the change in net interest income. Policy limits are applied to the
results of certain modeling scenarios. While the primary policy scenarios focus is on a twelve-month time frame, including the information above, for the earnings simulations model, longer time horizons are also modeled but are not shown herein.
*Analysis reflects modeling as of 6.30.25
*Analysis reflects modeling as of 6.30.25
1.5%
1.6%
1.2%
0.6%
0.7%
0.3%
0.1%
-0.1%
-0.1%
-0.1%
-1.2%
-1.6%
-1.2%
-0.6%
-0.7%
-0.3%
0.1%
0.4%
0.4%
0.4%
-5.0%
-3.0%
-1.0%
1.0%
3.0%
5.0%
1Q232Q233Q234Q231Q242Q243Q244Q241Q252Q25
Net Interest Income %
Rate Ramp Scenarios
Ramp +100Ramp -100
2.5%
3.0%
2.4%
1.4%
1.4%
0.6%
0.3%
-0.1%
0.0%
0.1%
-2.0%
-2.9%
-2.4%
-1.4%
-1.4%
-0.7%
0.3%
0.7%
0.6%
0.6%
-5.0%
-3.0%
-1.0%
1.0%
3.0%
5.0%
1Q232Q233Q234Q231Q242Q243Q244Q241Q252Q25
Net Interest Income %
Rate Shock Scenarios
Shock +100Shock -100
* Adjusted noninterest income is a non-GAAP financial measure that excludes gains and losses on
sales of investment securities. For a reconciliation of this Non-GAAP financial measure to the most
directly comparable GAAP measure, see slides 50-51.
39
Fee Income
(dollars in thousands)2Q251Q252Q24
Linked-
Quarter
Annualized
Growth %
Year-over-
Year
Growth %
Service charges$17,092$17,028$14,5631.5%17.4%
Investment services19,32418,81715,72010.8%22.9%
Insurance commissions3,6934,6743,715(84.0%)(0.6%)
Gains on mortgage loans sold, net1,9652,5073,270(86.5%)(39.9%)
Losses on sales of investment securities, net-(12,512)(72,103)100.0%100.0%
Trust fees9,2809,3408,323(2.6%)11.5%
Income from equity method investment (BHG)26,02720,40518,688>100.0%39.3%
Gains on sale of fixed assets202210325
(15.2%)(37.8%)
Other:
Interchange and other consumer fees20,24819,99620,191
5.0%0.3%
Bank-owned life insurance11,6309,6338,754
82.9%32.9%
Loan swap fees2,1171,3851,262
>100.0%67.7%
SBA loans sales 1,7291,5032,439
60.1%(29.1%)
Income (loss) from other equity investments2,990(159)3,266
>100.0%(8.5%)
Other9,1605,5995,875>100.0%55.9%
Total noninterest income$125,457$98,426$34,288>100.0%>100.0%
Noninterest income/Average Assets0.93%0.76%0.28%89.5%>100.0%
Adjusted noninterest income*$125,457$110,938$106,39152.3%17.9%
Adjusted noninterest Income*/Total Avg. Assets0.93%0.86%0.88%32.6%5.7%
•Core fee categories of wealth management, service charges, and
interchange, etc. reflect strong revenue growth in 2Q25 over
2Q24.
•Income from BHG up significantly on both a linked-quarter and
year-over-year basis.
•Income from other equity investments increased in 2Q25 as
compared to 1Q25 due to adjustments to the fair value of these
investments quarter over quarter.
•During 1Q25, recorded $12.5 million net loss on the sale of
certain investment securities.
•Bank-owned life insurance increased $2.0 million between 1Q25
and 2Q25 due to the purchase of an additional $150 million in
policies during the first six months of 2025.
•Insurance commissions decreased $1.0 million between 1Q25
and 2Q25 due to the contingent income that was recorded
during 1Q25 related to 2024 sales production and claims
experience.
* Adjusted noninterest expense is a non-GAAP financial measure that excludes the impact of ORE expense (income) and fees related
to terminating agreement to resell securities and professional fees associated with capital optimization initiatives.
** Adjusted efficiency ratio is a non-GAAP financial measure that excludes the impact of ORE expense (income), fees related to
terminating agreement to resell securities and professional fees associated with capital optimization initiatives and losses on sales
of investment securities.
For a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP measures, see slides 50-51.
40
Noninterest Expense
(dollars in thousands)2Q251Q252Q24
Linked-Quarter
Annualized
Growth %
Yr-over-Yr
Growth %
Salaries and commissions$111,897$112,172$100,434(1.0%)11.4%
Cash and equity incentives 44,76330,85928,273>100.0%58.3%
Employee benefits and other24,58629,05821,410(61.6%)14.8%
Total personnel costs$181,246$172,089$150,11721.3%20.7%
Equipment and occupancy48,04346,18041,03616.1%17.1%
Other real estate, net
1375822>100.0%>100.0%
Marketing and other business development8,7728,6666,7764.9%29.5%
Postage and supplies
3,1923,3703,135(21.1%)1.8%
Amortization of intangibles
1,4001,4171,568(4.8%)(10.7%)
Other noninterest expense:
Deposit related expense14,98817,72015,749(61.7%)(4.8%)
Lending related expense16,40116,09513,5377.6%21.2%
Wealth management expense9801,183856
(68.6%)14.5%
Other noninterest expense11,2878,70938,593>100.0%(70.8%)
Total other noninterest expense$43,656$43,707$68,735(0.5%)(36.5%)
Total noninterest expense$286,446$275,487$271,38915.9%5.5%
Efficiency ratio56.7%59.5%74.0%(18.8%)(23.4%)
Noninterest expense/Total average assets2.13%2.13%2.24%-(4.9%)
Adjusted noninterest expense *$286,309$275,429$242,96715.8%17.8%
Adjusted efficiency ratio **56.7%57.9%55.4%(8.3%)2.3%
Adjusted noninterest expense*/Total avg. assets2.13%2.13%2.00%-6.5%
Headcount (FTE)3,627.03,595.03,469.03.6%4.6%
•Salaries and commissions reflect the impact of increased headcount and
merit raises since January 1, 2025.
•Cash incentives in 2Q25 reflect the resetting of estimated incentive payouts
for 2025. Cash incentive expense is adjusted each quarter to reflect the
anticipated payout percentage for the annual cash incentive plan.
•Increased costs in equipment and occupancy reflect new properties and
equipment placed into service since January 1, 2025; a portion of which
relates to our occupancy of our new Nashville, TN headquarters during the
first quarter of 2025.
•Marketing and other business development costs were up in 2025 primarily
as a result of our partnership with The Pinnacle, Nashville's newest live music
venue, which opened in 1Q25, and other factors including increases in both
client and associate engagement expenses due to our increased headcount
and market extensions.
•Deposit related expense decreased due to a reduction in the Company’s FDIC
assessment during 2Q25 as compared to 1Q25 and 2Q24.
•Other noninterest expense for 2Q24 includes the impact of $28.4 million in
fees related to terminating agreement to resell securities previously
purchased and professional fees associated with capital optimization
initiatives. Excluding this impact, total other noninterest expense increased
year-over-year by 10.7%.
*: LTM revenue per share is a non-GAAP financial measure that excludes gains and losses on sales of investment securities, loss on BOLI restructuring, gain on sale of fixed assets as a result of sale-leaseback transaction and recognition of
mortgage servicing asset. For a reconciliation of these Non-GAAP financial measures to the most directly comparable GAAP measure, see slides 50-51.
Note: See slide 52 for peer group utilized in the above analysis. Peer group calculated by aggregating total peer revenues by total peer weighted avg. shares for each quarter.
Source: S&P Global Market Intelligence
41
Income Statement – Revenue Per Share
$13.87
$14.05
$14.35
$15.07
$15.78
$16.51
$17.07
$17.50
$17.85
$18.62
$19.51
$20.33
$21.09
$21.39
$21.48
$21.45
$21.60
$21.89
$22.49
$23.39
$24.12
$24.93
11.6%
8.7%
6.8%
11.3%
13.8%
17.5%
19.0%
16.2%
13.1%
12.8%
14.3%
16.2%
18.2%
14.9%
10.1%
5.5%
2.4%
2.4%
4.7%
9.1%
11.7%
13.9%
5.8%
6.7%
6.6%
5.3%
6.5%
5.8%
3.4%
0.5%
-0.3%
1.3%
4.5%
10.9%
15.2%
16.0%
10.7%
1.2%
-3.8%
-6.0%
-5.5%
2.6%
4.3%
-8.0%
-6.0%
-4.0%
-2.0%
0.0%
2.0%
4.0%
6.0%
8.0%
10.0%
12.0%
14.0%
16.0%
18.0%
20.0%
$12.00
$13.00
$14.00
$15.00
$16.00
$17.00
$18.00
$19.00
$20.00
$21.00
$22.00
$23.00
$24.00
$25.00
1Q202Q203Q204Q201Q212Q213Q214Q211Q222Q223Q224Q221Q232Q233Q234Q231Q242Q243Q244Q241Q252Q25
Y/Y Revenue per Share Growth
Revenue per Share
LTM Revenue Per Share Growth* vs. Peers
PNFP LTM Rev/SharePNFP Y/YPeer Median Y/Y
Tangible Book Value Growth
14.2%
5.1%
14.8%
9.5%
8.8%
2021
2022
2023
2024
2025*
Focused on preserving and growing
TBV per common share – YTD growth
*: YTD Annualized
Note: For a reconciliation of this Non-GAAP financial measure to the most directly comparable GAAP measure, see slide 50. See slide 52 for peer group utilized in the above analysis.
42
Highlights
•Quarterly dividend per common share increased to $0.24 in 1Q25
•Tangible book value per common share at June 30, 2025 was $58.70, up 10.9%
from June 30, 2024
•Common equity tier 1 risk-based capital ratio was 10.7% at both June 30, 2025
and June 30, 2024.
•Capital Ratios remains strong with top quartile Tangible Common
Equity/Tangible Assets ratios at Mar. 31, 2025 compared to peers.
**: excluding goodwill, core deposit and other intangible assets
8.8%
8.5%
8.6%
8.6%
8.6%
8.5%
7.3%
7.7%
8.3%
6.00%
7.00%
8.00%
9.00%
2021Y2022Y2023Y2024Y2Q25
Tangible Common Equity Ratio
PNFP and Peer Medians
PNFPPeer Median
PNFP TCER has
approximated 8.5%
since 2021
while many peers
have experienced
TCER dilution for
same period most
likely due to
elevated interest
rate environment
and resulting
impact on AOCI
$39.77
$42.08
$48.85
$52.92
$58.70
Tangible Book Value per Share**
BHG Credit Quality Continues to Impress
Sophisticated credit scoring models produce impressive results
BHG Continues to Leverage & Grow its Distribution Network
Historically high origination volume in 2Q25 while maintaining tight credit
43
Banks Buyers in Funding Network
Quarterly Origination & Placements ($mm)
Total Banks In Network
Unique Buyers Each Period
Source: BHG Internal Data
•BHG’s origination volumes rose again in Q2, supported
by continued growth in lead flow.
•Placements through the BHG Bank Network remained
robust, with loans sold increasing to $614 million in Q2.
•The BHG Loan Hub maintains a diverse base, featuring
759 unique bank buyers over the past twelve months.
•Banks continue to be drawn to BHG loans due to the
blend of higher yields and strong historical credit
performance.
•BHG’s distinct funding platform, including its bank
network and institutional investors, provide ample funding
for increased origination volume.
•BHG implements various initiatives to foster strong
engagement and loyalty among its bank partners:
•Quarterly and monthly seminars
•Regulatory and risk management advisory
services
•Access to top-tier technology providers
•Regular communications on BHG’s performance
and other company updates
$523
$435
$446
$533
$467
$521
$505
$605
$614
$557
$564
$354
$396
$232
$272
$329
$772
$616
$1,095
$1,039
$786
$692
$871
$989
$1,161
$1,210
$1,497
$0
$500
$1,000
$1,500
2Q233Q234Q231Q242Q243Q244Q241Q252Q25
Placements to Bank NetworkPlacements to Institutional InvestorsOrigination
-
200
400
600
800
0
400
800
1,200
1,600
2,000
20172018201920202021202220232024TTM Q2
2025
Total Banks In NetworkUnique Buyers
Bank Auction Platform Rates
•Bank buy rates continued to decrease,
demonstrating confidence in BHG credit.
•Auction platform spreads remain above long-
term averages, finishing at 9.8% for 2Q25,
highest since 2022
•BHG continues to work with bank partners to
optimize risk/return dynamics and facilitate
attractive loan economics.
BHG Credit Quality Continues to Impress
Sophisticated credit scoring models produce impressive results
BHG Produces Wide Spreads on Bank Auction and Balance Sheet Deals
Spreads reaching 10% across all Placement Channels
Off Balance Sheet - Borrower Coupon and Bank Buy Rates
Blended Portfolio Yield On Balance Sheet & Related on Balance Sheet Funding Costs
13.6%
13.4%
13.9%13.9%
14.0%
14.2%
15.5%
15.8%
17.0%16.7%16.7%16.4%17.0%17.3%17.3%17.6%17.2%17.4%
4.0%
3.7%
3.4%
3.2%
3.1%
4.4%
5.8%
6.9%
7.6%
8.0%
8.6%
8.8%
8.9%
8.6%
8.1%
7.9%
7.7%
7.6%
0.0%
3.0%
6.0%
9.0%
12.0%
15.0%
18.0%
1Q212Q213Q214Q211Q222Q223Q224Q221Q232Q233Q234Q231Q242Q243Q244Q241Q252Q25
Borrower Coupon on Loans Sold to BankBank Buy Rate
12.0%
12.5%
13.4%
14.2%
14.1%
14.6%
15.1%
15.5%
15.4%
15.3%
15.5%
16.3%16.3%
15.9%
16.6%
16.8%
17.1%17.2%
3.8%
3.2%
2.7%
2.9%
3.0%
3.5%
3.6%
4.6%
5.6%
5.9%
6.3%
6.6%
6.7%
6.4%
6.8%
6.6%
6.4%
6.5%
0.0%
3.0%
6.0%
9.0%
12.0%
15.0%
18.0%
1Q212Q213Q214Q211Q222Q223Q224Q221Q232Q233Q234Q231Q242Q243Q244Q241Q252Q25
Loan Interest Income YieldBorrowing Rates
On-Balance Sheet Rates
•Chart details blended rates for the entire on-
balance sheet portfolio at quarter end.
•Approximately 85% of balance sheet loans
are fixed rate placements with locked in
spreads approximating 10.7% for 2Q25.
44
Source: BHG Internal Data
BHG Reserves Compare Favorably to Trailing Credit Loss
The trailing 12-month balance sheet loss figure declined to 6.3% in Q2
45
Source: BHG Internal data
(1)Credit loss represents delinquent loans that BHG brought back from bank partners.
(2)Prepayment loss represents writing off unamortized premium from gain on sale premium related to loans sold to bank partners.
(3)Reserves that BHG creates on balance sheet against anticipated losses on account of delinquency or pre-payment related to loans sold to bank partners. Legally BHG is not obligated to purchase delinquent loans from banks.
Reserves and Losses for Off B/S Loans (TTM)
Reserves and Losses of On B/S Loans (TTM)
(3)
(1)(2)
•Trailing 12-month losses for off-balance sheet loans total 7.7% including the
impact of loans where borrower elects to prepay. The Q2 reserve balance
for estimated loan substitutions and prepayments totaled 7.8%.
•Delinquency rates continue to trend favorably as 2024 originations
demonstrate improved credit results.
•Increase in CECL allowance rate driven by purchase credit deteriorated
loans.
0%
1%
2%
3%
4%
5%
January
April
July
October
January
April
July
October
January
April
July
October
January
April
July
October
January
April
20212022202320242025
BHG 30 Days PD Trend
Total DelinquencyCommercial LoansConsumer Loans
$0
$1,000
$2,000
$3,000
$4,000
$5,000
$6,000
$7,000
$8,000
$9,000
Loan Balances on/off Balance Sheet (in
MM)
On Balance SheetOff Balance Sheet
3.4%
4.2%
4.9%
5.2%
5.5%
1.3%
1.5%
1.7%
1.9%
2.2%
5.9%
6.2%
7.1%
7.5%
7.8%
0.0%
4.0%
8.0%
12.0%
2Q243Q244Q241Q252Q25
Credit Loss %Prepayment Loss %Estimated Subs & Prepays as % of Loans in bank network
7.2%
7.4%
7.3%
6.8%
6.3%
9.9%
9.1%
9.3%9.3%
10.5%
0.00%
4.00%
8.00%
12.00%
2Q243Q244Q241Q252Q25
TTM Net Charge Offs to Avg. Loans HFICECL Allowance to Loans HFI
BHG has Increased Focus on Higher FICO Originations
Over 80% of Q2 2025 Originations were originated to FICO scores of 700+
•BHG continues to refine and
tighten its credit underwriting:
•Losses in certain risk classes,
particularly the lower credit
tranches of loans made post-
COVID (2021 and 2022),
exceeded acceptable internal
tolerances prompting more
conservative underwriting
standards by BHG beginning in
2023.
•Historical credit analysis indicates
that approximately 70% of losses
occur within the first 36 months of
origination.
46
Cumulative Net Loss Curves
FICO Mix
$456
$610
$711
$873
$1,449
$1,785
$2,808
$4,145
$3,936
Originations
($ mm)
Source: BHG Internal Data
$3,705
$2,708
0%20%40%60%80%100%
2025
2024
2023
2022
2021
2020
2019
2018
2017
2016
2015
<650650-699700-749750-799>800
BHG Credit Quality Continues to Impress
Sophisticated credit scoring models produce impressive results
BHG Has Diverse, Growing Funding Channels
Proactive management of placement channels continues to provide flexibility to BHG’s platform
47
Off B/S
Revolving
facilities
Loan Sale Auction
Platform
Bank Warehouses
Private Whole
Loan Sale
Secured
Borrowing
Term ABS Deals
(Public)
3 Warehouse facilities with large banks, providing up to $750mm in funding
capacity, with $0 utilization as of June 30, 2025.
$3.3B+ in notes issued through 10 transactions over 5 years.
Over $2.3B in cumulative secured borrowing placements to date. BHG and
investor share in credit losses under pre-determined split.
Term
Loans
Working Capital
Line
Over 1,690 banks in network. 759 unique banks acquired BHG loans over the
past 12 months, with $2.2B sold. 2Q25 sales equal $614M
$1.3B over the last 6 months
$616M in 2Q25
$525mm revolving line of credit to fund near-term cash needs for new loans
– 6 banks in facility ($375mm utilized as of June 30, 2025).
Source: BHG Internal Data
BHG Financials
48
Source: BHG Internal Data, unaudited.
($'s in thousands)
At Jun 30,
2025
At Mar 31,
2025
At Dec 31,
2024
Cash and Cash Equivalents592,500 762,815 578,067
Loans Held for Investment2,664,514 2,655,603 2,589,084
Allowance for Loan Losses(279,136) (245,009) (240,293)
Loans Held for Sale484,730 505,530 531,745
Premises and Equipment67,679 72,932 67,629
Other Assets294,386 273,696 257,993
Total Assets3,824,673$ 4,025,567$ 3,784,225$
Estimated loan substitutions & prepayments624,392 577,503 530,457
Secured Borrowings2,083,777 2,285,533 2,069,554
Notes Payable375,000 375,000 375,000
Borrower Reimbursable Fee144,472 150,842 154,067
Other Liabilities176,690 110,941 128,000
3,404,331$ 3,499,819$ 3,257,078$
Equity420,342 525,748 527,147
Total Liabilities & Stockholders Equity3,824,673$ 4,025,567$ 3,784,225$
Outstanding Loans purchased by Community Banks7,968,139 7,715,700 7,455,576
Soundness Statistics:
Cash to Assets15.49%18.95%15.28%
Equity to Assets10.99%13.06%13.93%
Est. loan subs & prepays as % of Loans at Other Banks
7.84%7.48%7.11%
Allowance to Loans Held for Investment10.48%9.23%9.28%
Total Reserves against Total Outstanding8.50%7.93%7.67%
Total Liabilities
($'s in thousands)2Q 20251Q 20254Q 2024
Interes t Income136,144$ 134,494$ 129,220$
Interes t Expens e41,600 40,642 36,966
Provi s i on for Loan Los s es50,850 42,623 48,970
Net Interest Income After Provision for Loan Losses43,694 51,229 43,284
Gai ns on Loan Sal es & Ori gi nati on Fees113,601 95,014 78,405
Other Income20,392 11,155 16,102
Total Net Revenues177,687 157,398 137,791
Gross Revenues270,137 240,663 223,727
Sal ary and Benefi ts57,882 51,490 52,927
Marketi ng Expens es17,518 19,139 16,367
Portfol i o Expens es12,075 10,995 10,240
Other Expens es38,788 31,628 34,185
Total Operating Expenses126,263 113,252 113,719
Net Earnings51,424$ 44,146$ 24,072$
Profitability Statistics
Earnings to Gross Revenues19.04%18.34%10.76%
Portfolio Mgmt Expense to Gross Revenues38.69%39.17%42.99%
Operating Expenses to Gross Revenues42.27%42.49%46.25%
Relationship Manager Portfolio Size by Tenure
49
Current Average Portfolio Sizes by RM Tenure ($mm)
Year RMs Hired*
202052
202173
202275
202355
2024103
* Represents revenue producer hires with loan and deposit portfolios.
50
Reconciliation of Non-GAAP Financial Measures
51
Reconciliation of Non-GAAP Financial Measures
2025 Peer Group
52
Institution NameTickerCity, State
Pinnacle Financial Partners, Inc.PNFPNashville, TN
Associated Banc-corpASBGreen Bay, WI
Bank OZKOZKLittle Rock, AR
Bank United Inc.BKUHouston, TX
BOK Financial Corp.BOKFTulsa, OK
Cadence BankCADETupelo, MS
Comerica Inc. CMADallas, TX
Commerce Bancshares, Inc.CBSHKansas City, MO
Cullen/Frost Bankers, Inc.CFRSan Antonio, TX
F.N.B. CorporationFNBPittsburgh, PA
First Horizon Corp. FHNMemphis, TN
Fulton Financial CorporationFULTLancaster, PA
Hancock Whitney CorporationHWCGulfport, MS
Prosperity Bancshares, Inc.PBHouston, TX
Simmons First National CorporationSFNCPine Bluff, AR
South State CorporationSSBWinter Haven, FL
Synovus Financial Corp.SNVColumbus, GA
UMB Financial CorporationUMBFKansas City, MO
United Bankshares Inc.
UBSICharleston, WV
Valley National BancorpVLYNew York, NY
Wintrust Financial CorporationWTFCRosemont, IL
Zions Bancorp. NAZIONSalt Lake City, UT
Investor Call
SECOND QUARTER 2025
M. TERRY TURNER, PRESIDENT AND CEO
HAROLD R. CARPENTER, EVP AND CFO
PNFP SNV Investor Presentation
guidanceUploaded 4/9/2026by pdf-importType: presentation
Content preview
Pinnacle
and
Synovus
to
Combine:
Building
The
Southeast
Growth
Champion
July
24,
2025
2
Forward
‐
Looking
Statements
Forward
‐
Looking
Statements
This
communication
contains
statements
that
constitute
“forward
‐
looking
statements”
within
the
meaning
of,
and
subject
to
the
protections
of,
Section
27A
of
the
Securities
Act
of
1933,
as
amended,
and
Section
21E
of
the
Securities
Exchange
Act
of
19...
Show full content (48,441 chars)
Pinnacle
and
Synovus
to
Combine:
Building
The
Southeast
Growth
Champion
July
24,
2025
2
Forward
‐
Looking
Statements
Forward
‐
Looking
Statements
This
communication
contains
statements
that
constitute
“forward
‐
looking
statements”
within
the
meaning
of,
and
subject
to
the
protections
of,
Section
27A
of
the
Securities
Act
of
1933,
as
amended,
and
Section
21E
of
the
Securities
Exchange
Act
of
1934,
as
amended.
All
statements
other
than
statements
of
historical
fact
are
forward
‐
looking
statements.
These
forward
‐
looking
statements
include,
but
are
not
limited
to,
statements
about
the
benefits
of
the
proposed
transaction
between
Synovus
Financial
Corp.
(“Synovus”)
and
Pinnacle
Financial
Partners,
Inc.
(“Pinnacle”),
including
future
financial
and
operating
results
(including
the
anticipated
impact
of
the
proposed
transaction
on
Synovus’
and
Pinnacle’s
respective
earnings
and
tangible
book
value),
statements
related
to
the
expected
timing
of
the
completion
of
the
proposed
transaction,
the
combined
company’s
plans,
objectives,
expectations
and
intentions,
and
other
statements
that
are
not
historical
facts.
You
can
identify
these
forward
‐
looking
statements
through
the
use
of
words
such
as
“believes,”
“anticipates,”
“expects,”
“may,”
“will,”
“assumes,”
“should,”
“predicts,”
“could,”
“would,”
“intends,”
“targets,”
“estimates,”
“projects,”
“plans,”
“potential”
and
other
similar
words
and
expressions
of
the
future
or
otherwise
regarding
the
outlook
for
Synovus’,
Pinnacle’s
or
combined
company’s
future
businesses
and
financial
performance
and/or
the
performance
of
the
banking
industry
and
economy
in
general.
Prospective
investors
are
cautioned
that
any
such
forward
‐
looking
statements
are
not
guarantees
of
future
performance
and
involve
known
and
unknown
risks
and
uncertainties
which
may
cause
the
actual
results,
performance
or
achievements
of
Synovus,
Pinnacle
or
the
combined
company
to
be
materially
different
from
the
future
results,
performance
or
achievements
expressed
or
implied
by
such
forward
‐
looking
statements.
Forward
‐
looking
statements
are
based
on
the
information
known
to,
and
current
beliefs
and
expectations
of,
Synovus
or
Pinnacle
and
are
subject
to
significant
risks
and
uncertainties.
Actual
results
may
differ
materially
from
those
contemplated
by
such
forward
‐
looking
statements.
A
number
of
factors
could
cause
actual
results
to
differ
materially
from
those
contemplated
by
the
forward
‐
looking
statements
in
this
communication.
Many
of
these
factors
are
beyond
Synovus’,
Pinnacle’s
or
the
combined
company’s
ability
to
control
or
predict. These
factors
include,
among
others,
(1)
the
risk
that
the
cost
savings
and
synergies
from
the
proposed
transaction
may
not
be
fully
realized
or
may
take
longer
than
anticipated
to
be
realized,
(2)
disruption
to
Synovus’
business
and
to
Pinnacle’s
business
as
a
result
of
the
announcement
and
pendency
of
the
proposed
transaction,
(3)
the
risk
that
the
integration
of
Pinnacle’s
and
Synovus’
respective
businesses
and
operations
will be
materially
delayed
or
will
be
more
costly
or
difficult
than
expected,
including
as
a
result
of
unexpected
factors
or
events,
(4)
the
failure
to
obtain
the
necessary
approvals
by
the
shareholders
of
Synovus
or
Pinnacle,
(5)
the
amount
of
the
costs,
fees,
expenses
and
charges
related
to
the
transaction,
(6)
the
ability
by
each
of
Synovus
and
Pinnacle
to
obtain
required
governmental
approvals
of
the
proposed
transaction
on
the
timeline expected,
or
at
all,
and
the
risk
that
such
approvals
may
result
in
the
imposition
of
conditions
that
could
adversely
affect
the
combined
company
after
the
closing
of
the
proposed
transaction
or
adversely
affect the
expected
benefits
of
the
proposed
transaction,
(7)
reputational
risk
and
the
reaction
of
each
company’s
customers,
suppliers,
employees
or
other
business
partners
to
the
proposed,
(8)
the
failure
of
the
closing
conditions
in
the
merger
agreement
to
be
satisfied,
or
any
unexpected
delay
in
closing
the
proposed
transaction
or
the
occurrence
of
any
event,
change
or
other
circumstances
that
could
give
rise
to
the
termination
of the
merger
agreement,
(9)
the
dilution
caused
by
the
issuance
of
shares
of
the
combined
company’s
common
stock
in
the
transaction,
(10)
the
possibility
that
the
proposed
transaction
may
be
more
expensive
to
complete
than
anticipated,
including
as
a
result
of
unexpected
factors
or
events,
(11)
risks
related
to
management
and
oversight
of
the
expanded
business
and
operations
of
the
combined
company
following
the
closing
of
the proposed
transaction,
(12)
the
possibility
the
combined
company
is
subject
to
additional
regulatory
requirements
as
a
result
of
the
proposed
transaction
or
expansion
of
the
combined
company’s
business
operations
following
the
proposed
transaction,
(13)
the
outcome
of
any
legal
or
regulatory
proceedings
or
governmental
inquiries
or
investigations
that
may
be
currently
pending
or
later
instituted
against
Synovus,
Pinnacle
or
the
combined
company
and
(14)
general
competitive,
economic,
political
and
market
conditions
and
other
factors
that
may
affect
future
results
of
Synovus
and
Pinnacle
including
changes
in
asset
quality and
credit
risk;
the
inability
to
sustain
revenue
and
earnings
growth;
changes
in
interest
rates
and
capital
markets;
inflation;
customer
borrowing,
repayment,
investment
and
deposit
practices;
the
impact,
extent
and timing
of
technological
changes;
and
capital
management
activities.
Additional
factors
which
could
affect
future
results
of
Synovus
and
Pinnacle
can
be
found
in
Synovus’
or
Pinnacle’s
filings
with
the
Securities
and Exchange
Commission
(the
“SEC”),
including
in
Synovus’
Annual
Report
on
Form
10
‐
K
for
the
year
ended
December
31,
2024,
under
the
captions
“Forward
‐
Looking
Statements”
and
“Risk
Factors,”
and
Synovus’
Quarterly
Reports
on
Form
10
‐
Q
and
Current
Reports
on
Form
8
‐
K,
and
Pinnacle’s
Annual
Report
on
Form
10
‐
K
for
the
year
ended
December
31,
2024,
under
the
captions
“Forward
‐
Looking
Statements”
and
“Risk
Factors,”
and
in
Pinnacle’s
Quarterly
Reports
on
Form
10
‐
Q
and
Current
Reports
on
Form
8
‐
K.
Undue
reliance
should
not
be
placed
on
any
forward
‐
looking
statements,
which
are
based
on
current
expectations
and
speak
only
as
of
the
date
that
they
are
made.
Synovus
and
Pinnacle
do
not
assume
any
obligation
to
update
any
forward
‐
looking
statements
as
a
result
of
new
information,
future
developments
or
otherwise,
except
as
otherwise
may
be
required
by
law.
3
Important
Information
About
the
Merger
Important
Information
About
the
Merger
and
Where
to
Find
It
Steel
Newco
Inc.
(“Newco”)
intends
to
file
a
registration
statement
on
Form
S
‐
4
with
the
SEC
to
register
the
shares
of
Newco
common
stock
that
will
be
issued
to
Pinnacle
shareholders
and
Synovus
shareholders
in
connection
with
the
proposed
transaction.
The
registration
statement
will
include
a
joint
proxy
statement
of
Synovus
and
Pinnacle
that
also
constitutes
a
prospectus
of
Newco.
The
definitive
joint
proxy
statement/prospectus
will
be
sent
to
the
shareholders
of
each
of
Synovus
and
Pinnacle
in
connection
with
the
proposed
transaction.
INVESTORS
AND
SECURITY
HOLDERS
ARE
URGED
TO
READ
THE
REGISTRATION
STATEMENT
AND
JOINT
PROXY
STATEMENT/PROSPECTUS
WHEN
THEY
BECOME
AVAILABLE
(AND
ANY
OTHER
DOCUMENTS
FILED
WITH
THE
SEC
IN
CONNECTION
WITH
THE
TRANSACTION
OR
INCORPORATED
BY
REFERENCE
INTO
THE
JOINT
PROXY
STATEMENT/PROSPECTUS)
BECAUSE
SUCH
DOCUMENTS
WILL
CONTAIN
IMPORTANT
INFORMATION
REGARDING
THE
PROPOSED
TRANSACTION
AND
RELATED
MATTERS.
Investors
and
security
holders
may
obtain
free
copies
of
these
documents
and
other
documents
filed
with
the
SEC
by
Synovus,
Pinnacle
or Newco
through
the
website
maintained
by
the
SEC
at
http://www.sec.gov
or
by
contacting
the
investor
relations
department
of
Synovus
or
Pinnacle
at:
Synovus Financial Corp.
Pinnacle Financial Partners, Inc.
33 West 14th Street
21 Platform Way South
Columbus, GA 31901
Nashville, TN 37203
Attention:
Investor
Relations
Attention:
Investor
Relations
InvestorRelations@synovus.com(706)
641
‐
6500
investorrelations@pnfp.com(615)
743
‐
8219
Before
making
any
voting
or
investment
decision,
investors
and
security
holders
of
Synovus
and
Pinnacle
are
urged
to
read
carefully
the
entire
registration
statement
and
joint
proxy
statement/prospectus
when
they
become
available,
including
any
amendments
thereto,
because
they
will
contain
important
information
about
the
proposed
transaction.
Free
copies
of
these
documents
may
be
obtained
as
described
above.
4
Additional
Statements
Participants
in
Solicitation
Synovus
and
Pinnacle
and
their
respective
directors
and
executive
officers
and
other
members
of
management
and
employees
may
be
deemed
to
be
participants
in
the
solicitation
of
proxies
from
Synovus’
shareholders
and
Pinnacle’s
shareholders
in
respect
of
the
proposed
transaction
under
the
rules
of
the
SEC.
Information
regarding
Synovus’
directors
and
executive
officers
is
available
in
Synovus’
proxy
statement
for
its
2025
annual
meeting
of
shareholders,
filed
with
the
SEC
on
March
12,
2025
(and
available
at
https://www.sec.gov/ix?doc=/Archives/edgar/data/0000018349/000001834925000057/syn
‐
20250312.htm)
(the
“Synovus
2025
Proxy”),
under
the
headings
“Corporate
Governance
and
Board
Matters,”
“Director
Compensation,”
“Proposal
1
Election
of
Directors,”
“Executive
Officers,”
“Stock
Ownership
of
Directors
and
Named
Executive
Officers,”
“Executive
Compensation,”
“Compensation
and
Human
Capital
Committee
Report,”
“Summary
Compensation
Table,”
and
“Certain
Relationships
and
Related
Transactions,”
and
in
Synovus’
Annual
Report
on
Form
10
‐
K
for
the
year
ended
December
31,
2024,
filed
with
the
SEC
on
February
21,
2025
(and
available
at
https://www.sec.gov/ix?doc=/Archives/edgar/data/0000018349/000001834925000049/syn
‐
20241231.htm),
and
in
other
documents
subsequently
filed
by
Synovus
with
the
SEC,
which
can
be
obtained
free
of
charge
through
the
website
maintained
by
the
SEC
at
http://www.sec.gov.
Any
changes
in
the
holdings
of
Synovus’
securities
by
Synovus’
directors
or
executive
officers
from
the
amounts
described
in
the
Synovus
2025
Proxy have
been
or
will
be
reflected
on
Initial
Statements
of
Beneficial
Ownership
of
Securities
on
Form
3
or
on
Statements
of
Change
in
Ownership
on
Form
4
filed
with
the
SEC
subsequent
to
the
filing
date
of
the
Synovus
2025
Proxy
and
are
available
at
the
SEC’s
website
at
www.sec.gov.
Information
regarding
Pinnacle’s
directors
and
executive
officers
is
available
in
Pinnacle’s
proxy
statement
for
its
2025
annual
meeting
of
shareholders,
filed
with
the
SEC
on
March
3,
2025
(and
available
at
https://www.sec.gov/ix?doc=/Archives/edgar/data/1115055/000111505525000063/pnfp
‐
20250303.htm)
(the
“Pinnacle
2025
Proxy”),
under the
headings
“Environmental,
Social
and
Corporate
Governance,”
“Proposal
1
Election
of
Directors,”
“Information
About
Our
Executive
Officers,”
“Executive
Compensation,”
“Security
Ownership of Certain
Beneficial
Owners
and
Management,”
and
“Certain
Relationships
and
Related
Transactions,”
and
in
Pinnacle’s
Annual
Report
on
Form
10
‐
K
for
the
year
ended
December
31,
2024,
filed
with
the
SEC
on
February 25,
2025
(and
available
at
https://www.sec.gov/ix?doc=/Archives/edgar/data/1115055/000111505525000042/pnfp
‐
20241231.htm),
and
in
other
documents
subsequently
filed
by
Pinnacle
with
the
SEC,
which
can
be
obtained
free
of
charge
through
the
website
maintained
by
the
SEC
at
http://www.sec.gov.
Any
changes
in
the
holdings
of
Pinnacle’s
securities
by
Pinnacle’s
directors
or
executive
officers
from
the
amounts
described
in
the
Pinnacle
2025
Proxy
have
been
or
will
be
reflected
on
Initial
Statements
of
Beneficial
Ownership
of
Securities
on
Form
3
or
on
Statements
of
Change
in
Ownership
on
Form
4
filed
with
the
SEC
subsequent
to
the
filing
date
of
the
Pinnacle
2025
Proxy
and
are
available
at
the
SEC’s
website
at
www.sec.gov.
Additional
information
regarding
the
interests
of
such
participants
will
be
included
in
the
joint
proxy
statement/prospectus
and
other
relevant
materials
to
be
filed
with
the
SEC.
No
Offer
or
Solicitation
This
communication
does
not
constitute
an
offer
to
sell
or
the
solicitation
of
an
offer
to
buy
any
securities
or
a
solicitation
of
any
vote
or
approval,
nor
shall
there
be
any
sale
of
securities
in
any
jurisdiction
in
which
such
offer,
solicitation
or
sale
would
be
unlawful
prior
to
registration
or
qualification
under
the
securities
laws
of
any
such
jurisdiction.
No
offer
of
securities
shall
be
made
except
by
means
of
a
prospectus
meeting
the
requirements
of
Section
10
of
the
Securities
Act
of
1933,
as
amended.
5
Terry
Turner
President
and
Chief
Executive
Officer
Kevin
Blair
Chairman,
Chief
Executive
Officer
and
President
Jamie
Gregory
Chief
Financial
Officer
Harold
Carpenter
Chief
Financial
Officer
Today’s
Speakers
6
The
Combination
Is
Financially
Compelling
...
Refer
to
the
End
Notes
for
sources
and
footnoted
information.
Significant
Scale
Top
‐
Quartile
Profitability
(2027E)
Compelling
Financial
Metrics
1.38%
ROAA
18%
ROATCE
$116bn
Total
Assets
$95bn
Total
Deposits
2.6
years
TBVPS
Earnback
$81bn
Total
Loans
47%
Efficiency
Ratio
21%
2027E
EPS
Accretion
9.8%
CET1
Ratio
at
Close
7
...
And
Positioned
to
Deliver
for
Clients
and
Investors
...
Refer
to
the
End
Notes
for
sources
and
footnoted
information.
High
‐
Growth
Market
Focus
Winning
Culture
Exceptional
Client
Service
Track
Record
of
Profitable
Growth
EfficientOperating
Model
Driver
Pro
Forma
5.1%
4.3%
4.6%
(#1
among
peers)
4.0
/
#2
4.2
/
#1
Employer
of
choice
in
our
markets
#3
#6
$212
million
$195
million
13.1%
11.4%
Top
‐
quartile
revenue
and
net
income
growth,
with
strong
risk
discipline
Trusted
partner
to
our
clients
$202
million
(#1
among
peers)
55%
52%
47%
(#1
among
peers)
12.8%
7.2%
Metric
Last
10
Years
Adj.
EPS
Growth
Last
10
Years
Adj.
Revenue
Growth
Household
Growth
Employee
Satisfaction
(Glassdoor)
J.D.
Power
Top
50
Banks:
Overall
Satisfaction
Avg.
Deposits
per
Branch
Efficiency
Ratio
(2027E)
8
...
Building
on
Our
Peer
‐
Leading
Positioning
Superior
Branch
Efficiency
Average
Deposits
per
Branch
($mm)
Best
Markets
Projected
Household
Growth
Unmatched
Customer
Satisfaction
2025
J.D.
Power
Net
Promoter
Score
Most
Engaged
Team
Glassdoor
Average
Employee
Satisfaction
4.1
3.8
3.7
3.6
3.6
3.6
3.6
3.5
3.3
3.2
Pro
Forma Peer
1 Peer
2 Peer
3 Peer
4 Peer
5 Peer
6 Peer
7 Peer
8 Peer
9
4.6%
4.6%
3.8%
2.7%
2.1%
1.8%
1.7%
1.4%
1.4%
1.0%
Pro
Forma Peer
1 Peer
2 Peer
3 Peer
4 Peer
5 Peer
6 Peer
7 Peer
8 Peer
9
53
47
42
40
37
36
34
34
32
31
Pro
Forma Peer
1 Peer
2 Peer
3 Peer
4 Peer
5 Peer
6 Peer
7 Peer
8 Peer
9
$202
$167
$148
$142
$141
$135
$131
$130
$104
$100
Pro
Forma Peer
1 Peer
2 Peer
3 Peer
4 Peer
5 Peer
6 Peer
7 Peer
8 Peer
9
Refer
to
the
End
Notes
for
sources
and
footnoted
information.
9
Key
Transaction
Highlights
Structure
•
0.5237x
fixed
exchange
ratio;
100%
stock
transaction
•
Pinnacle
Financial
Partners
common
stock
will
trade
on
the
NYSE
under
the
ticker
symbol
PNFP
Pricing
Leadership
Board
of
Directors
Pro
Forma
Ownership
Brand
Headquarters
Community
Commitments
Approvals
and
Timing
•
Implied
transaction
value
of
$61.18
per
Synovus
share
(10%
premium
to
unaffected
Synovus
stock
price)
•
Terry
Turner,
Chairman
(Current
Pinnacle President
and
Chief
Executive
Officer)
•
Kevin
Blair,
President
and
Chief
Executive
Officer
(Current
Synovus Chairman,
Chief
Executive
Officer
and
President)
•
Rob
McCabe,
Vice
Chairman
and
Chief
Banking
Officer
(Current
Pinnacle
Chairman)
•
Jamie
Gregory,
Chief
Financial
Officer
(Current
Synovus
Chief
Financial
Officer)
•
15
directors;
8
Pinnacle
and
7
Synovus
•
Approximately
51.5%
Pinnacle
shareholders
and
48.5%
Synovus
shareholders
•
Pinnacle
Financial
Partners
and
Pinnacle
Bank
•
Corporate:
Atlanta,
GA
•
Bank:
Nashville,
TN
•
Significant
employment
commitments
to
Nashville,
Atlanta
and
Columbus;
continuing
strong
community
development
and
charitable
support
across
the
footprint
•
Pinnacle
and
Synovus
shareholders;
customary
regulatory
approvals
•
Expected
closing
in
Q1
2026
Refer
to
the
End
Notes
for
sources
and
footnoted
information.
10
Totally
Aligned
to
Compete
and
Win
in
the
Market
Operating
Model
Compensation
Philosophy
Brand
Leadership
Geography
Plan
Alignment
Takeaways
Entrepreneurial
and
Disciplined
Firmwide
Alignment
Total
Clarity
Team
for
the
Next
Decade
Anchored
in
the
Two
Capitals
of
the
South
•
Aligned
on
a
geographic
operating
model
with
empowered
local
leadership,
including
recruiting
and
client
selection
•
Leveraging
Synovus
investments
in
LFI
readiness
(people,
process,
technology)
•
Specialty
businesses
to
support
geographic
banking
model
•
Deploying
Pinnacle’s
unique
compensation
model,
ensuring
total
alignment
across
franchise
•
Corporate
incentive
plan
based
on
revenue
and
EPS
growth,
two
of
the
most
highly
correlated
metrics
with
total
shareholder
return
•
Pinnacle
brand
recognized
as
best
‐
in
‐
class
for
commercial
banking
•
45
combined
Coalition
Greenwich
“Best
Bank”
awards
in
2025
•
Kevin
Blair
(54)
and
Jamie
Gregory
(49)
well
‐
positioned
for
long
‐
term
success
•
Terry
Turner
and
Rob
McCabe
to
partner
with
the
new
management
team
•
Best
‐
of
‐
breed
approach
for
pro
forma
leadership;
decisions
already
made
on
senior
leadership
team
•
Pinnacle
will
be
the
largest
bank
holding
company
headquartered
in
Georgia
and
the
largest
bank
headquartered
in
Tennessee
Refer
to
the
End
Notes
for
sources
and
footnoted
information.
11
Pro
Forma
Branch
Footprint
Deposit
Market
Share
Southeast
Headquartered
Regional
Banks
Synovus
Pinnacle
Pro
forma
footprint
population
projected
to
grow
2x
faster
than
national
average
Total
Assets
SE
Deposit
Market
Share
# Bank
($bn)
(%)
1
Truist
544
11.9
2
Regions
159
3.7
3
First
Citizens
229
3.5
Pro
Forma
116
3.2
4
First
Horizon
82
2.0
5 Synovus
61
1.8
6 Pinnacle
55
1.4
7
SouthState
65
1.3
8
EverBank
42
1.0
9
Bank
OZK
41
1.0
10
Cadence
50
0.9
11
United
Community
28
0.8
12
Atlantic
Union
37
0.8
13
Ameris
27
0.8
14
BankUnited
35
0.8
15
United
Bankshares
33
0.8
Refer
to
the
End
Notes
for
sources
and
footnoted
information.
Centered
in
America’s
Best
Growth
Markets
12
Cumulative
Growth
in
Adjusted
EPS
(2014
– 2024)
Refer
to
the
End
Notes
for
sources
and
footnoted
information.
Track
Record
of
Peer
‐
Leading
EPS
Growth
243%
196%
160%
113%
97%
89%
88%
69%
23%
22%
11%
Peer
1
Peer
2
Peer
3
Peer
4
Peer
5
Peer
6
Peer
7
Peer
8
Peer
9
13
Shared
Commitment
Drives
Success
Be
the
best
place
to
work
for
the
strongest,
most
client
‐
centric
bankers
in
our
footprint
70%
“Top
Box”
Work
Environment
Scores
Serve
clients
so
well
that
they
rave
about
what
we
do
for
them
75+
Greenwich
Net
Promoter
Score
Continue
rewarding
shareholders
with
outsized
performance
and
value
creation
Top
‐
Quartile
Growth
in
Revenue,
EPS
and
TBVPS
+
Dividends
Energized
Associates
Engaged
Clients
Enriched
Shareholders
How
We
Will
Measure
Success
ConsistentWith
History
Our
Shared
Commitment
14
Relentless
Focus
on
Serving
Clients
in
Our
Markets
Commercial
and
Middle
Market
Banking
Commercial
Real
Estate
Banking
Private
Banking
/
Private
Wealth
Services
Retail
Banking
Geographic
Market
Leadership
Specialty
Businesses
Specialty
Commercial
Lending
Treasury
&
Payment
Solutions
Capital
Markets
Mortgage
Wealth
(Brokerage,
Trust)
Commercial
Sponsorship
Specialty
Deposit
Verticals
Rob
McCabe
(Chief
Banking
Officer)
Charlie
Clark
Georgia
Bryan
Bean
Tennessee
/
Kentucky
Chris
Abele
Alabama
Rick
Callicutt
Carolinas
and
Virginia
Scott
Keith
North
/
Central
Florida
Mike
Walker
South
Florida
15
We
Have
a
Long
Runway
to
Continue
Taking
Share
...
Pro
Forma
Deposit
Share
in
Our
Top
15
Southeast
MSAs
Pro
Forma
Deposit
Share
Rank
Tennessee
Carolinas
Georgia
Florida
Alabama
#2
#1
#4
#3
#3
#4
#6
#5
#7
#2
#5
#12
#12
#23
#4
14.6%
14.8%
5.2%
6.0%
8.4%
7.5%
1.2%
0.6%
4.7%
0.4%
3.1%
0.7%
15.8%
15.4%
11.4%
6.5%
12.1%
9.8%
7.0%
5.9%
2.8%
6.4%
11.5%
8.2%
2.1%
1.6%
0.9%
Chattanooga
Nashville
Knoxville
Memphis
Greensboro
Charleston
Winston‐
Salem
Columbia
Charlotte
Atlanta
Huntsville
Birmingham
Tampa
Orlando
Miami
Combined
Deposits
($bn):
$2.4
$12.8
$2.9
$2.3
$2.0
$2.1
$1.0
$1.6
$2.0
$12.2
$1.3
$3.7
$1.9
$1.1
$2.8
Refer
to
the
End
Notes
for
sources
and
footnoted
information.
16
$40
$50
...
And
Limited
Overlap
Creates
a
Low
‐
Risk
Integration
Total
Deposits
in
Pinnacle
/
Synovus
Shared
MSAs
>75%
Pinnacle
Pinnacle / Synovus Split
>75%
Synovus
Nashville,
TN
Chattanooga,
TN
Charleston,
SC
Myrtle
Beach,
SC
Greenville,
SC
Spartanburg,
SC
Hilton
Head,
SC
Atlanta,
GA
Birmingham,
AL
Huntsville,
AL
Jacksonville,
FL
SubtotalSubtotalSubtotal
Percent
of
Pro
Forma
Deposits
Pinnacle
%
Pinnacle
Synovus
Deposits
in
Shared
MSAs
($mm)
MSA
Total
Deposits
($bn)
Shared
MSAs
Pinnacle
Only
Shared
MSAs
Synovus
Only
64%
45%
36%
55%
$462
$19,708
98%
22%
186
2,197
92%
3%
$648
$21,906
97%
25%
$1,009
$1,117
53%
2%
958
348
27%
1%
446
440
50%
1%
298
402
57%
1%
165
117
42%
0%
117
72
38%
0%
$2,992
$2,497
45%
6%
$14,856
$747
5%
17%
3,349
322
9%
4%
748
29
4%
1%
$18,953
$1,098
5%
22%
Refer
to
the
End
Notes
for
sources
and
footnoted
information.
17
#6
Customer
Satisfaction
#6
Net
Promoter
Score
#2
People
#4
Net
Promoter
Score
Best
Bank
Ease
of
Doing
Business
Best
Bank
Satisfaction
with
RMs
#1
Bank
Yo u
Can
Trust
#1
Overall
Satisfaction
Best
Bank
Trust
Best
Bank
Overall
Satisfaction
#1
Understanding
Yo ur
Industry
#1
Satisfaction
with
RMs
Our
Differentiated
Client
Focus
Sets
Us
Apart
Refer
to
the
End
Notes
for
sources
and
footnoted
information.
18
2
COVID
Surge
Q1’20
to
Q1’22
This
Client
Focus
Drives
Peer
‐
Leading
Deposit
Growth
Average
Year
‐
Over
‐
Year
Core
Deposit
Growth
Rising
Rates
Q1’22
to
Q2’24
Current
Period
Q2’24
to
Q2’25
+850bps
+580bps
+600bps
25.6%
17.1%
Pro
Forma
Peer
Average
2.2%
(3.6%)
Pro
Forma
Peer
Average
7.2%
1.2%
Pro
Forma
Peer
Average
Refer
to
the
End
Notes
for
sources
and
footnoted
information.
19
Summary
Financial
Assumptions
Earnings
Projections
•
Consensus
earnings
estimates
for
Pinnacle
and
Synovus
Merger
Costs
Synergies
Loan
Credit
Mark
Interest
Rate
&
Fair
Value
Marks
Capital
•
$675
million
in
pre
‐
tax
merger
expenses
•
Additional
estimated
$45
million
of
one
‐
time
LFI
costs
•
$250
million
of
run
‐
rate
net
expense
savings,
or
10%
of
combined
non
‐
interest
expense
‒
Includes
estimated
$285
million
of
gross
run
‐
rate
expense
savings
with
an
incremental
$35
million
of
ongoing
LFI
non
‐
interest
expense
•
Revenue
synergies
expected
but
not
included
in
announced
financial
metrics
•
$(483)
million
gross
loan
credit
mark
or
1.1%
of
Synovus
gross
loans,
in
‐
line
with
Synovus'
existing
ALL
•
Core
deposit
intangible
of
2.4%
of
Synovus'
total
core
deposits
excluding
jumbo
CDs
•
$197
million
wealth
intangible
Identifiable
Intangibles
•
Pro
forma
common
dividend
targets
~20%
dividend
payout
ratio
•
Limited
AOCI
post
‐
close
•
$(1.8)
billion
of
total
pre
‐
tax
net
asset
marks
&
AOCI
accreted
back
through
earnings
‒
$(874)
million
pre
‐
tax
loan
mark
‒
$(946)
million
pre
‐
tax
AFS
and
HTM
securities
mark
‒
$(4)
million
pre
‐
tax
time
deposits
mark
•
$237
million
pre
‐
tax
write
‐
up
of
fixed
assets
(primarily
branch
related)
Refer
to
the
End
Notes
for
sources
and
footnoted
information.
20
High
‐
Conviction,
No
‐
Regrets
Expense
Savings
...
$250
million
of
run
‐
rate
net
expense
savings;
additional
investments
for
LFI
readiness
($35
million)
netted
against
gross
synergies
($285
million)
Limited
front
line
impact
and
branch
overlap
Only
~5%
of
combined
workforce
expected
to
be
impacted
Synergies
developed
through
a
bottom
‐
up
detailed
review
of
staffing,
technology
and
real
estate
needs
Conservative
approach
to
cost
savings;
focus
on
preserving
combined
growth
profile
Primarily
leveraging
Synovus'
technology
stack
21
Commercial
Banking
...
Identified
in
a
Comprehensive
Mutual
Diligence
Process
Key
Diligence
Focus
Areas
Specialty
Businesses
Commercial
Real
Estate
Credit
Underwriting
Legal
Risk
Management
Technology
and
Operations
Regulatory
and
Compliance
Finance,
Tax
and
Accounting
Human
Resources
Credit
Diligence
Snapshot
In
‐
depth
reciprocal
credit
diligence
Detailed
review
of
policies
to
ensure
compatibility
across
institutions
Combination
of
dedicated
company
resources
and
third
‐
party
support
Portfolios
Covered
•
Commercial
and
Industrial
•
Commercial
Real
Estate
•
Multifamily
•
Construction
and
Land
Development
•
Structured
Lending
•
Life
Insurance
Finance
•
Asset
‐
Based
Lending
•
Nonperforming
Loans
•
Criticized
and
Classified
22
Enhanced
Capital
Generation
Will
Fuel
Growth
Engine
Ongoing
commitment
to
conservative
and
disciplined
capital
management
9.8%
pro
forma
CET1
at
close
Pro
Forma
Annual
Capital
Generation
CET1
Ratio
(%)
Stated
CET1
Excess
Capital
Over
9.2%
CET1
incl.
AOCI
(Peer
Median)
~$400mm
~$950mm
~$1,900mm
Attractive
pro
forma
dividend
policy
Target
~20%
common
dividend
payout
ratio
Strong
capital
generation
fuels
growth
$2.4bn
generation
(after
dividends)
in
first
7
quarters
after
close
9.6%
10.1%
11.0%
9.8%
10.3%
11.1%
At
Close
2026E
2027E
CET1
incl.
AOCI
MRQ
Peer
Median
CET1
incl.
AOCI:
9.2%
Refer
to
the
End
Notes
for
sources
and
footnoted
information.
23
We
Will
Deliver
Top
‐
Quartile
Performance
Refer
to
the
End
Notes
for
sources
and
footnoted
information.
10.5
8.3
5.9
5.7
4.2
4.1
4.1
3.9
3.8
3.6
Pro
Forma
Peer
1 Peer
2 Peer
3 Peer
4 Peer
5 Peer
6 Peer
7 Peer
8 Peer
9
47
56
56
56
57
58
58
58
59
61
Pro
Forma
Peer
1 Peer
2 Peer
3 Peer
4 Peer
5 Peer
6 Peer
7 Peer
8 Peer
9
1.39
1.38
1.30
1.27
1.17
1.11
1.11
1.10
1.09
1.02
Peer
1Pro
Forma
Peer
2 Peer
3 Peer
4 Peer
5 Peer
6 Peer
7 Peer
8 Peer
9
18.0
18.0
17.6
17.5
17.2
16.3
15.9
14.9
14.4
13.7
Pro
Forma
Peer
1 Peer
2 Peer
3 Peer
4 Peer
5 Peer
6 Peer
7 Peer
8 Peer
9
Revenue
Growth
(2025E
– 2027E
CAGR)
(%)
ROAA
(2027E)
(%)
ROATCE
(2027E)
(%)
Efficiency
Ratio
(2027E)
(%)
’25E
‐
’27E
Expense
CAGR
(%)
6.4
3.3
3.1
3.3
3.2
2.5
4.1
3.3
3.5
3.2
24
We
Are
Completely
Aligned
on
Our
Shared
Vision
...
Compelling
Strategic
and
Financial
Rationale
Highly
compatible
leadership
and
corporate
cultures
Leadership
Financially
compelling
transaction
with
strong
EPS
accretion,
achievable
cost
savings
and
reasonable
TBV
earnback
Recruiting
model
and
compensation
structure
Brand
Name
Operating
model
and
core
system
Further
diversifies
revenue
mix
while
maintaining
balance
sheet
and
capital
strength
Most
economically
vibrant
footprint
in
the
country
Execution
‐
Ready
with
Key
Decisions
Made
Deep
leadership
team
with
LFI
experience
Holding
company,
bank
headquarters
and
community
commitments
25
...
To
Create
a
Growth
Champion
for
the
Long
Term
High
‐
Growth
Markets
Winning
Culture
Exceptional
Client
Service
Profitable
Growth
Efficient
Operating
Model
4.6%
Household
Growth
Employer
of
Choice
in
our
Markets
Top
‐
quartile
revenue
and
net
income
growth
with
strong
risk
discipline
Trusted
Partner
to
our
Clients
Average
Deposits
per
Branch
of
$202
million;
47%
Efficiency
Ratio
(2027E)
Pro
Forma
Rank
Key
Driver
#1#1#1#1#1
26
Appendix
27
Strategic
Rationale
•
Excellent
market
positioning
across
a
complementary
branch
network
•
Concentrated
in
high
‐
growth
and
attractive
core
markets
–the
most
economically
vibrant
footprint
in
regional
banking
•
Foundational
commitment
to
our
legacy
markets
and
our
communities
Southeast
Commitment
•
Committed
to
running
a
fortress
bank
in
all
respects
•
Deep
leadership
teams
with
significant
large
bank
experience
•
Further
diversification
of
revenue
mix
while
maintaining
balance
sheet
and
capital
strength
Safety
and
Soundness
•
Genuine
scarcity
value
derived
from
status
as
a
scaled,
Southeast
‐
focused
bank
•
Combined
scale
enhances
ability
to
invest
while
driving
top
tier
returns
•
Financially
compelling
deal
with
strategic
merit:
strong
EPS
accretion,
achievable
cost
savings
and
a
reasonable
TBVPS
earnback
Shareholder
Returns
•
Highly
compatible
leadership
and
corporate
cultures
•
Opportunity
to
capitalize
upon
the
core
competencies
of
each
organization,
combining
Pinnacle’s
go
‐
to
‐
market
strategy
with
Synovus’
sophisticated
corporate
infrastructure
Team
and
Culture
•
Unwavering
focus
on
a
seamless
integration
•
Thoughtful
approach
to
communication
and
coordination
•
Expanded
geographic
breadth;
broader
selection
of
products
and
services
Client
Experience
28
Pro
Forma
Loan
and
Deposit
Composition
Loan
Portfolio
(Q2’25)
Deposit
Base
(Q2’25)
Loans/Deposits
(Q2’25)
CRE
Commercial
Non
‐
Interest
Bearing
Interest
Bearing
Time
Deposits
82%
87%
85%
Consumer
Yield
on
Loans:
6.26%
6.25%
6.25%
Residential
CRE
Residential
CRE
Residential
Non
‐
Interest
Bearing
Interest
Bearing
Time
Deposits
Non
‐
Interest
Bearing
Interest
Bearing
Time
Deposits
Cost
of
Deposits:
2.58%
2.22%
2.38%
Pro
Forma
Commercial
Commercial
Consumer
Consumer
53%
32%
14%
2%
53%
28%
16%
3%
53%
30%
15%
2%
19%
72%
8%
22%
63%
13%
21%
68%
11%
Refer
to
the
End
Notes
for
sources
and
footnoted
information.
29
Refer
to
the
End
Notes
for
sources
and
footnoted
information.
Detailed
Financial
Assumptions
Earnings
Projections
•
Consensus
earnings
estimates
for
Pinnacle
and
Synovus
Merger
Costs
Synergies
Loan
Credit
Mark
Interest
Rate
&
Fair
Value
Marks
Identifiable
Intangibles
•
$675
million
pre
‐
tax
merger
expenses
with
additional
$45
million
of
one
‐
time
LFI
costs
•
Expected
to
be
realized
50%
at
close
and
50%
in
first
12
months
post
‐
close
•
Estimated
$250
million
of
run
‐
rate
net
expense
savings,
or
10%
of
combined
non
‐
interest
expense
•
Includes
estimated
$285
million
of
gross
run
‐
rate
expense
savings
with
an
incremental
$35
million
of
ongoing
LFI
non
‐
interest
expense
•
Expected
to
be
realized
50%
in
2026,
75%
in
2027
and
100%
thereafter
•
Revenue
synergies
expected
but
not
included
in
announced
financial
metrics
•
$(483)
million
gross
loan
credit
mark
or
1.1%
of
Synovus
gross
loans,
in
‐
line
with
Synovus’
existing
ALL
•
Assumes
adoption
of
FASB
proposed
standard
to
eliminate
CECL
double
count
•
$(673)
million
AOCI;
accreted
into
earnings
straight
line
over
8
years
•
$(52)
million
pre
‐
tax
HTM
securities
mark;
accreted
into
earnings
straight
line
over
15
years
•
$(874)
million
pre
‐
tax
loan
mark;
accreted
into
earnings
over
10
years
on
sum
‐
of
‐
the
‐
years
digits
basis
•
$(4)
million
pre
‐
tax
time
deposits
mark;
amortized
into
earnings
in
year
1
•
$237
million
pre
‐
tax
write
‐
up
of
fixed
assets;
depreciated
over
the
useful
life
of
the
assets
•
Core
deposit
intangible
of
2.4%
of
Synovus’
total
core
deposits
excluding
jumbo
CDs;
amortized
into
earnings
over
10
years
on
sum
‐
of
‐
the
‐
years
digits
basis
•
$197
million
wealth
intangible;
amortized
into
earnings
straight
line
over
10
years
30
Purchase
Accounting
Summary
Tangible
Book
Value
Per
Share
Dilution
Total
Intangibles
Created
Refer
to
the
End
Notes
for
sources
and
footnoted
information.
Tangible
book
value
build
to
close
$mm
Shares $
Per
Share
Pinnacle
common
equity
as
of
June
30,
2025
6,420
(
‐
)
Goodwill
and
other
intangibles
(1,868)
Pinnacle
tangible
common
equity
as
of
June
30,
2025
4,552
78
58.68
(
+
)
Three
quarters
of
consensus
earnings
prior
to
close
487
(
‐
)
Three
quarters
of
common
dividends
(56)
(
+
)
Amortization
of
existing
intangibles
4
(
+
)
AOCI
burn
‐
off
72
(
+
)
Changes
to
share
count
0
1
Standalone
Pinnacle
tangible
book
value
at
close
5,059
78
64.79
Pro
forma
merger
adjustments
Standalone
Pinnacle
tangible
book
value
at
close
5,059
78
64.79
(
+
)
Common
equity
issued
as
consideration
8,623
74
(
‐
)
Goodwill
&
intangibles
created
(4,411)
(
‐
)
Merger
expenses
(300)
Pinnacle
pro
forma
tangible
book
value
at
close
8,972
152
58.90
TBVPS
Dilution
to
Pinnacle
($)
(5.89)
TBVPS
Dilution
to
Pinnacle
(%)
(9)%
Goodwill
reconciliation
$mm
Merger
consideration
8,623
(
‐
)
Synovus
marked
tangible
common
equity
(4,506)
Excess
Purchase
Price
4,118
(
‐
)
Core
deposit
intangible
(1,023)
(
‐
)
Wealth
intangible
(197)
Remaining
Excess
Purchase
Price
2,898
(
+
)
DTL
on
intangibles
293
Goodwill
3,191
(
+
)
Other
intangibles
1,220
Goodwill
and
intangibles
created
4,411
31
Pro
Forma
Earnings
Per
Share
Accretion
Pro
Forma
2027
Net
Income
and
EPS
Refer
to
the
End
Notes
for
sources
and
footnoted
information.
Net
Income
and
Earnings
Per
Share
$mm
Pinnacle
net
income
to
common
(consensus)
741
Synovus
net
income
to
common
(consensus)
818
Pinnacle
earnings
per
share
(consensus)
9.59
After
‐
tax
acquisition
adjustments
‐
fully
phased
‐
in
Cost
savings
221
Intangible
amortization
(146)
Accretable
yield
198
Incremental
LFI
costs
(27)
Fixed
asset
mark
depreciation
(12)
Other
transaction
adjustments
(21)
Pinnacle
pro
forma
operating
income
(fully
phased
‐
in)
1,772
Pro
forma
avg.
diluted
shares
outstanding
152
Pro
forma
operating
EPS
(fully
phased
‐
in)
11.63
EPS
accretion
(2027E
operating
fully
phased
‐
in)
($)
2.04
EPS
accretion
(2027E
operating
fully
phased
‐
in)
(%)
21%
32
End
Notes
Peers
listed
include
CFG,
FITB,
HBAN,
KEY,
MTB,
PNC,
RF,
TFC
and
USB.
Page
6
–The
Combination
is
Financially
Compelling
...
Scale
figures
represent
a
simple
summation
as
of
June
30,
2025
and
exclude
purchase
accounting
adjustments.
EPS
accretion
and profitability
metrics
presented
as
of
2027E
and
include
fully
phased
‐
in
cost
savings.
Reflects
operating
efficiency
ratio
including
accretable yield.
Page
7
–...
And
Positioned
to
Deliver
for
Clients
and
Investors
...
Source:
S&P
Capital
IQ
Pro,
FDIC,
J.D.
Power
and
Coalition
Greenwich.
FDIC
deposit
data
as
of
June
30,
2024
and
capped
at
$5
billion
per
branch.
EPS
Growth
and
Revenue
Growth
reflect
2014
‐
2024
Adjusted
EPS
CAGR
and
2014
‐
2024
Adjusted
Total
Revenue
per
share
CAGR,
respectively.
Household
growth
reflects
estimated
2025
‐
2030
(not
annualized);
growth
rate reflects
deposit
‐
weighted
average
based
on
MSA
‐
level
deposits.
Employee
satisfaction
reflects
Glassdoor
average
employee
satisfaction
(out
of
5
stars)
as
of
June
27,
2025.
J.D.
Power
rankings
reflect
U.S.
Retail
Banking Satisfaction
Study.
Reflects
operating
efficiency
ratio
including
accretable yield.
Page
8
–...
Building
on
Our
Peer
‐
Leading
Positioning
Source:
FDIC,
J.D.
Power
and
S&P
Capital
IQ
Pro.
FDIC
deposit
data
as
of
June
30,
2024
and
capped
at
$5
billion
per
branch.
Reflects
Glassdoor
average
employee
satisfaction
rating
(out
of
5
stars).
Reflects
estimated
2025
‐
2030
(not
annualized)
household
growth;
growth
rate
reflects
deposit
‐
weighted
average
based
on
MSA
‐
level
deposits.
Pro
forma
employee
satisfaction
and
NPS
figures
blended
based
on
51.5%
Pinnacle
ownership
and
48.5%
Synovus
ownership.Page
9
–Key
Transaction
Highlights
Unaffected
date
as
of
July
21,
2025.
Page
10
– Totally
Aligned
to
Compete
and
Win
in
the
Market
Source:
Coalition
Greenwich.
Page
11
– Centered
in
America’s
Best
Growth
Markets
Source:
S&P
Capital
IQ
Pro
and
FDIC.
FDIC
deposit
data
as
of
June
30,
2024.
Total
assets
as
of
Q2’25A.
Market
share
based
on
retail
branches
with
pro
forma
ownership.
Pro
forma
assets
represent
a
simple
summation
as
of
June
30,
2025
and
exclude
purchase
accounting
adjustments.
Page
12
–Track
Record
of
Peer
‐
Leading
EPS
Growth
Reflect
publicly
reported
adjusted
earnings
per
share
figures.
Page
15
–We
Have
a
Long
Runway
to
Continue
Taking
Share
...
Source:
FDIC
and
S&P
Capital
IQ
Pro.
FDIC
deposit
data
as
of
June
30,
2024.
Top
15
MSAs
by
pro
forma
deposits
where
total
market deposits
exceed
$10
billion
and
deposits
are
capped
at
$5
billion
per
branch.
MSAs
shown
by
state
in
descending
order
of
pro
forma
deposit
share.
Excludes
credit
union
deposits.
Pro
forma
deposit
share
may
not
sum
due
to
rounding.
Page
16
–...
And
Limited
Overlap
Creates
a
Low
‐
Risk
Integration
Source:
FDIC
and
S&P
Capital
IQ
Pro.
FDIC
deposit
data
as
of
June
30,
2024.
Deposits
per
branch
are
not
capped.
Shared
MSAs
are
sorted
by
percent
of
pro
forma
franchise
deposits
from
high
to
low
within
each
category.
33
End
Notes
(Continued)
Page
17
–Our
Differentiated
Client
Focus
Sets
Us
Apart
Source:
J.D.
Power
and
Coalition
Greenwich.
Greenwich:
Pinnacle
reflects
2025
rankings
across
Pinnacle’s
eight
state
Southeastern
footprint;
Synovus
reflects
2025
rankings
in
U.S.
middle
market
banking.
J.D.
Power:
Pinnacle
and
Synovus
reflect
2025
rankings
for
top
50
U.S.
banks.
Page
18
–This
Client
Focus
Drives
Peer
‐
Leading
Deposit
Growth
Source:
S&P
Capital
IQ
Pro.
Reflects
average
YoY
quarterly
growth
rates
over
each
period.
Peer
figures
are
pro
forma
throughout
the
period
if
an
M&A
transaction
was
completed.
Core
deposits
defined
as
non
‐
time
deposits.
Page
19
– Summary
Financial
Assumptions
All
figures
are
approximate.
Pre
‐
tax
AFS
and
HTM
mark
includes
$343mm
mark
on
AFS
portfolio
included
in
AOCI,
$561mm
mark
on
previously
transferred
HTM
included
in
AOCI,
$10mm
write
‐
up
of
cash
flow
hedges
included
in
AOCI
and
an
incremental
$52mm
mark
on
the
HTM
portfolio.
Page
22
– Enhanced
Capital
Generation
Will
Fuel
Growth
Engine
Source:
S&P
Capital
IQ
Pro.
Pro
forma
capital
generation
assumes
no
share
repurchases
through
the
projection
period.
Pro
forma
RWA
growth
in
‐
line
with
standalone
consensus
estimates.
Peer
median
CET1
Ratio
as
of
most
recent
quarter.
At
Close
reflects
pro
forma
capital
as
of
March
31,
2026.
Page
23
–We
Will
Deliver
Top
‐
Tier
Performance
Source:
S&P
Capital
IQ
Pro.
Estimate
information
as
of
July
21,
2025.
Pro
forma
revenue
growth
represents
combined
standalone consensus
revenue
for
both
Pinnacle
and
Synovus.
2027E
metrics
include
impacts
of
purchase
accounting.
Pro
forma
figures
reflect
fully
‐
phased
cost
savings.
Reflects
operating
efficiency
ratio
including
accretable yield.
Page
25
–...
To
Create
a
Growth
Champion
for
the
Long
Term
Source:
FDIC
and
S&P
Capital
IQ
Pro.
FDIC
deposit
data
as
of
June
30,
2024
and
capped
at
$5
billion
per
branch.
Household
growth reflects
estimated
2025
‐
2030
(not
annualized);
growth
rate
reflects
deposit
‐
weighted
average
based
on
MSA
‐
level
deposits.
Reflects
operating
efficiency
ratio
including
accretable yield.
Page
28
–Pro
Forma
Loan
and
Deposit
Composition
Represents
a
simple
summation
or
calculation
as
of
June
30,
2025
and
excludes
purchase
accounting
adjustments.
Yields
on
loans
and
cost
of
deposits
reflect
Q2’25
average.
Commercial
includes
C&I
and
Owner
Occupied
CRE.
CRE
includes
Non
‐
Owner
‐
Occupied
CRE,
Construction
and
Development
and
Multifamily.
Time
deposits
exclude
public
funds
and
brokered
deposits.
Page
30
– Purchase
Accounting
Summary
Estimated
financial
impact
is
presented
for
illustrative
purposes
only.
Pro
forma
date
is
subject
to
various
assumptions
and
uncertainties.
Page
31
–Pro
Forma
Earnings
per
Share
Accretion
Estimated
financial
impact
is
presented
for
illustrative
purposes
only.
Other
transaction
adjustments
includes
earnings
impact
of
future
potential
long
‐
term
debt
issuance
and
other
transaction
impacts.
Pro
forma
date
is
subject
to
various
assumptions
and
uncertainties.
Fourth Quarter 2017 Investor Conference Call Slides
guidanceUploaded 4/9/2026by pdf-importType: presentationPublished 6/15/2017
Content preview
Fourth Quarter 2017
Investor Call
M. Terry Turner, President and CEO
Harold R. Carpenter, EVP and CFO
January 17, 2018
Forward Looking Statements
All statements, other than statements of historical fact, included in this presentation are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A
of the Securities Act and Section 21E of the Exchange Act. The words "expect," "anticipate," "intend," "plan," "believe," "seek," "estimate" ...
Show full content (34,210 chars)
Fourth Quarter 2017
Investor Call
M. Terry Turner, President and CEO
Harold R. Carpenter, EVP and CFO
January 17, 2018
Forward Looking Statements
All statements, other than statements of historical fact, included in this presentation are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A
of the Securities Act and Section 21E of the Exchange Act. The words "expect," "anticipate," "intend," "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) deterioration in the financial condition of borrowers
resulting in significant increases in loan losses and provisions for those losses; (ii) continuation of the historically low short -term interest rate environment; (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'sasset management activities in improving, resolving or liquidating
lower-quality assets; (vi) the impact of competition with other financial institutions, including pricing pressures (including those resulting from the Tax Cuts and Jobs Act) and the resulting impact on
Pinnacle Financial’sresults, including as a result of compression to net interest margin; (vii) greater than anticipated adverse conditions in the national or local economies including in Pinnacle Financial's
markets throughout Tennessee, North Carolina, South Carolina and Virginia,particularly in commercial and residential real estate markets; (viii) fluctuations or unanticipated changes in interest rates on
loans or deposits or that affect the yield curve; (ix) the results of regulatory examinations; (x) the ability to retain large, uninsured deposits; (xi) a merger or acquisition, like Pinnacle Financial'smerger with
BNC; (xii) risks of expansion into new geographic or product markets; (xiii) any matter that would cause Pinnacle Financial to conclude that there was impairment of any asset, including intangible assets;
(xiv) 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
compensation environment resulting from the Tax Cuts and Jobs Act) or otherwise to attract customers from other financial institutions; (xv) further deterioration in the valuation of other real estate
owned and increased expenses associated therewith; (xvi) inability to comply with regulatory capital requirements, including those resulting from changes to capital calculation methodologies and
required capital maintenance levels; (xvii) risks associated with litigation, including the applicability of insurance coverage;(xviii) the risk of successful integration of the businesses Pinnacle Financial has
recently acquired with its business; (xix) approval of the declaration of any dividend by Pinnacle Financial'sboard of directors; (xx) the vulnerability of Pinnacle Bank's network and online banking portals,
and the systems of parties with whom Pinnacle Financial 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 costs as a result of increased regulatory oversight, including oversightof 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 the terms of our agreement with them;
(xxii) 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 risk that
the cost savings and any revenue synergies from Pinnacle Financial'smerger with BNC may not be realized or take longer than anticipated to be realized; (xxv) disruption from Pinnacle Financial'smerger
with BNC with customers, suppliers, employee or other business partners relationships; (xxvi) the risk of successful integrationof Pinnacle Financial'sand BNC's businesses; (xxvii) the amount of the costs,
fees, expenses and charges related to Pinnacle Financial'smerger with BNC; (xxviii) reputational risk and the reaction of the parties' customers, suppliers, employees or other business partners to Pinnacle
Financial'smerger with BNC; (xxix) the risk that the integration of Pinnacle Financial'sand BNC's operations will be materially delayed or will be more costly or difficult than expected; (xxx) the availability
and access to capital; (xxxi) adverse results (including costs, fines, reputational harm and/or other negative effects) from current or future litigation, regulatory examinations or other legal and/or
regulatory actions; and (xxxii) 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, 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 presentation, which speak only as of the date hereof, whether as a result of new information, future events or
otherwise.
Safe Harbor Statements
Non-GAAP Financial Matters
This presentation contains certain non-GAAP financial measures, including, without limitation, earnings per diluted share, efficiency ratio, core net interest margin, noninterest expense and the ratio of
noninterest expense to average assets and noninterest expense to the sum of net interest income and noninterest income, in each case excluding the impact of expenses related to other real estate owned,
gains or losses on sale of investments, the revaluation of Pinnacle Financial’sdeferred tax assets and other matters for the accounting periods presented. This presentation also includes non-GAAP financial
measures which exclude expenses associated with Pinnacle Financial'smergers with CapitalMarkBank & Trust, Magna Bank, Avenue Financial Holdings, Inc. and BNC, as well as Pinnacle Financial'sand its bank
subsidiary's investments in BHG. This presentation may also contain certain other non-GAAP capital ratios and performance measures. These non-GAAP financial measures exclude the impact of goodwill and
core deposit intangibles associated with Pinnacle Financial'sacquisitions of BNC, Avenue, Magna Bank, CapitalMarkBank & Trust, Mid-America Bancshares, Inc., Cavalry Bancorp, Inc. and other acquisitions
which collectively are less material to the non-GAAP measure. The presentation of the non-GAAP financial information is not intended to be considered in isolation or as a substitute for any measure prepared
in accordance with GAAP. Because non-GAAP financial measures presented in this presentation are not measurements determined in accordance with GAAP and are susceptible to varying calculations, these
non-GAAP financial measures, as presented, may not be comparable to other similarly titled measures presented by other companies.PinnacleFinancial believes that these non-GAAP financial measures
facilitate making period-to-period comparisons and are meaningful indications of its operating performance. In addition, becauseintangible assets such as goodwill and the core deposit intangible, and the
other items excluded each vary extensively from company to company, Pinnacle Financial believes that the presentation of thisin formation allows investors to more easily compare Pinnacle Financial'sresults
to the results of other companies. Pinnacle Financial'smanagement utilizes this non-GAAP financial information to compare Pinnacle Financial'soperating performance for historical periods versus certain
periods in earlier years and to internally prepared projections.
Safe Harbor Statements
18.5%
18.1%
18.7%
16.4%
12.9%
Classified Asset Ratio
0.80%
0.62%
0.55%
0.40%
0.55%
NPA/ Loans & OREO
$20.55
$22.45
$28.25
$32.28
$47.70
Book Value per Share
$4,533
$4,783
$6,971
$8,759
$16,452
Total Deposits
(millions)
12.81%
13.52%
14.97%
15.49%
5.76%
ROTCE
$0.44
$0.53
$0.65
$0.78
$0.35
FD EPS
$57,456
$64,697
$98,083
$120,156
211,219
Total Revenues
$4,144
$4,590
$6,543
$8,450
$15,633
Total Loans
(millions)
0.15%
0.08%
0.23%
0.21%
0.13%
NCOs
4Q17 Summary Results –GAAPMeasures
Balance Sheet Growth
Earnings Growth
Asset Quality
18.5%
18.1%
18.7%
16.4%
12.9%
Classified Asset Ratio
$13.52
$15.60
$17.46
$20.06
$23.71
Tangible Book Value per Share
$4,102
$4,381
$6,333
$7,835
$14,257
Total Core Deposits
(millions)
$57,456
$64,697
$98,083
$120,156
$219,484
To t a l Revenues*
$0.44
$0.53
$0.69
$0.83
$0.97
FD EPS*
12.79%
13.52%
15.81%
16.34%
16.11%
ROTCE*
0.80%
0.62%
0.55%
0.40%
0.55%
NPA/ Loans & OREO
$4,144
$4,590
$6,543
$8,450
$15,633
Total Loans
(millions)
0.15%
0.08%
0.23%
0.21%
0.13%
NCOs
---: Reflects historical operating ranges for NPA/ Loans & OREO and Classified Asset Ratio. Reflects target ranges resulting from the annual corporate strategic planning process for NCOs.
*: excluding merger-related charges, gains and losses on sales of investment securities and revaluation of deferred tax assets
Note: For a reconciliation of these Non-GAAP financial measures to the comparable GAAP measure, see slides 28 –32.
4Q17 Summary Results – Non-GAAPMeasures
Balance Sheet Growth
Earnings Growth
Asset Quality
6
Pinnacle sets and delivers against lofty strategic targets
4Q17 Summary Results
Pinnacle Targeted
Operating Range
GAAP
Non-GAAP
(1 )
For the fourth quarter of 2017
Return on Average Assets1.30% to 1.50%0.48%1.36%
Net Interest Margin3.60% to 3.80%3.76%3.76%
Noninterest Income to Avg. Assets0.90% to 1.10%0.66%0.81%
Noninterest Expense to Avg. Assets1.80% to 2.00%2.22%1.87%
Net Charge-off Ratio0.20% to 0.35%0.13%0.13%
For the year ended Dec. 31, 2017
Return on Average Assets1.30% to 1.50%1.10%1.36%
Net Interest Margin3.60% to 3.80%3.76%3.76%
Noninterest Income to Avg. Assets0.90% to 1.10%0.90%0.93%
Noninterest Expense to Avg. Assets1.80% to 2.00%2.16%2.00%
Net Charge-off Ratio0.20% to 0.35%0.16%0.16%
(1) Non-GAAP amounts exclude net gains and losses on the sale of investment securities, ORE expense, merger-related charges and
the impact of revaluation of deferred tax assets. For a reconciliation of these Non-GAAP financial measures to the comparable GAAP
measure, see slides 28 – 32.
PNFP continued rapid growth and hiring while completing the BNC integration
1.Pinnacle / BNC merger update
•Jan. 22 – Announcement of transaction
•June 16 – Merger close
•Nov. 30 – Technology conversion
•First quarter 2018 – Synergy case fully deployed
2.Aggressive hiring plan– In 2017, added 77 revenue producers to our roster, of which
27 were in the BNC markets, including 13 since the closing of the merger.
3.Strong loan and deposit growth –
•4Q17 net loan growth of $373 million, deposit growth of $662 million
•YTD net loan growth of $1.73 billion
*
, deposit growth of $1.61 billion
* includes net loan growth for BNC prior to merger
4Q17 Summary Results
8
Loan and Deposit Growth are Keys to Earnings Growth
Strong performance continues in both total revenues and revenues per share*
$1.31
$2.83
$1.00
$1.50
$2.00
$2.50
$3.00
$3.50
$-
$50
$100
$150
$200
$250
Revenues per diluted
share*
To t a l
Revenues*
(000's)
Fee incomeNIITotal revenue per share
*: Excluding gains and losses on sales of investment securities
**: Decline in revenue per share a result of equity issuance during the first quarter of 2017
9
Linked-quarter loan growth remains strong
$3,191
$3,212
$3,207
$3,262
$3,280
$3,403
$3,489
$3,580
$3,682
$3,845
$3,932
$3,981
$4,130
$4,251
$4,358
$4,436
$4,625
$4,737
$5,690
$6,458
$6,742
$6,998
$8,233
$8,357
$8,558
$9,817
$15,017
$15,520
4.88%
4.87%
1.00%
2.00%
3.00%
4.00%
5.00%
$-
$4,000
$8,000
$12,000
$16,000
Loan Yields
Average Loans
(millions)
Avg. LoansLoan Yields
Loan and Deposit Growth are Keys to Earnings Growth
10
Average deposit balances continued strong organic growth
$3,772
$3,723
$3,700
$3,642
$3,597
$3,636
$3,706
$3,883
$3,950
$3,963
$4,199
$4,408
$4,510
$4,519
$4,655
$4,758
$4,792
$4,885
$5,898
$6,787
$7,037
$7,093
$8,454
$8,791
$9,099
$10,394
$15,828
$16,092
1.25%
1.01%
0.53%
0.00%
0.20%
0.40%
0.60%
0.80%
1.00%
1.20%
1.40%
1.60%
1.80%
$-
$2,000
$4,000
$6,000
$8,000
$10,000
$12,000
$14,000
$16,000
$18,000
Cost of Deposits
Avg. Deposits
(millions)
Avg. DepositsFed Funds TargetCost of Deposits
Loan and Deposit Growth are Keys to Earnings Growth
11
Fee businesses produce another strong quarter
4Q173Q172Q171Q174Q16
Service charges$6,078$5,921$4,179$3,856$3,850
Investment services4,7233,6603,1102,8223,320
Insurance commissions1,9612,1241,4611,8591,178
Gain on mortgage loans sold, net3,8395,9634,6684,1552,869
Trust fees2,6452,6361,6771,7051,734
Income from equity method investment12,4448,9378,7557,8238,136
Other:
Securities gains (losses) (8,264)---395
Interchange and other consumer fees8,4997,3937,5586,1516,171
Bank-owned life insurance2,8292,6231,3951,099952
Loan swap fees1881,011336261495
Other1,5462,7091,9186511,643
Total noninterest income$36,488$42,977$35,057$30,382$30,743
Noninterest income/Average Assets0.66%0.80%1.05%1.08%1.11%
Core noninterest income**$44,753$42,977$35,057$30,382$30,348
Core Noninterest Income**/Total Average Assets0.81%0.80%1.05%2.17%2.14%
Fee Businesses also Contribute to Earnings Growth
** : Excludes the impact of gains and losses on sales of investment securities
12
4Q17 core expense results reflect enviable operating leverage
4Q173Q172Q171Q174Q16
Salaries and benefits$ 63,347$64,288$43,676$38,352$37,994
Equipment and occupancy17,11416,59010,7139,6759,228
Other real estate owned2525126325244
Marketing and business development2,0932,2222,1271,8792,386
Postage and supplies1,6621,7551,1221,1961,000
Intangible amortization3,0713,0771,4721,1961,137
Merger-related charges19,1038,8473,2216723,264
Other expenses16,33212,4449,4048,8317,712
Total noninterest expense$122,973$109,735$71,798$62,053$62,765
Efficiency ratio58.2%50.8%50.7%52.1%52.2%
Expense/Total Average Assets2.22%2.05%2.16%2.20%2.26%
Core noninterest expense **$103,618$100,376$68,514$61,130$59,457
Core efficiency ratio **47.2%46.4%48.4%51.3%49.6%
Core Noninterest Expense**/Total Average Assets1.87%1.88%2.06%2.17%2.14%
** : Excludes the impact of OREO expense and merger-related charges
PNFP Focuses on Strategic Expense Management
13
Extraordinary Growth Potential on the Path Forward
$0.43
Net income
before taxes
Effective
Tax Rate
Tax Expense Net income FDEPS
2017 results, as reported297,986$ 41.62%124,007$ 173,979$ 2.70$
Items impacting 2017 results
Merger expense31,843$ 12,492$ 19,351$
Investment securities losses8,265$ 3,242$ 5,023$
Deferred tax asset revaluation-$ ( 31,486)$ 31,486$
Adjusted 2017 results for above items338,094$ 32.02%108,255$ 229,839$ 3.57$
( 33,500)$ 33,500$
Adjusted 2017 results after Tax Cut and Jobs Act338,094$ 22.11%74,755$ 263,339$ 4.09$
Estimated TJCA "Investments" (#)( 8,000)$ 26.14%( 2,091)$ ( 5,909)$
Adjusted 2017 results after Tax Cut and Jobs Act330,094$ 22.01%72,665$ 257,429$ 4.00$
(*) Inclusive of nondeductible F DIC insurance, entertainment and other ex penses which were previously deductible
Estimated "pro forma" impact to 2017 results
had TCJA been effective as of January 1, 2017 (*)
(#) Tax Act investments include increasing the company-provided 401k plan match, setting aside additional funds for new hires and client
retention/attraction and accelerating certain technology investments.
14
The BNC integration overall is on-track and highly accretive
Extraordinary Growth Potential on the Path Forward
•The system integration has been completed
•Cultural integration is well underway
•Hiring thrust is strong and building
•Potential revenue synergies are meaningful
•Synergy case is largely complete – final by end of 1Q18
15
Recent market extensions provide roadmap for Carolinas & Virginia
Extraordinary Growth Potential on the Path Forward
MarketAt 12/31/17At 12/31/16YOY GrowthAt 12/31/15YOY Growth
Loans (000’s)Memphis$1,101 $736 49.5%$458 60.7%
Chattanooga$1,079 $80034.9%$70813.0%
Core Deposits (000’s)
Memphis
$824 $661 24.7%$385 71.7%
Chattanooga$710 $559 27.0%$505 10.7%
Revenue Producers
Memphis
684744.7%4017.5%
Chattanooga393414.7%23 47.8%
16
PNFP is focused on rapid growth across the Southeast
1.Continuation of current high growth, high profit plan
2.Explore expansion to other high growth southeastern markets
Long-Term Shareholder Value
Q&A –
Fourth Quarter 2017 Investor Call
Supplemental Information
18
Chart
•Balance Sheet19
•Asset Quality26
•Income Statement27
Loan portfolio is well diversified
19
Amts.
4Q17
%’s(*)
4Q17
Amts.
3Q17
%’s(*)
3Q17
Amts.
4Q16
%’s(*)
4Q16
Amts.
4Q15
%’s(*)
4Q15
C&D and Land
$1,908.312.2%$1,939.812.7%$912.710.8%$747.711.4%
Consumer RE
2,561.216.4%2,541.116.7%1,185.914.0%1,046.516.0%
CRE – Owner Occ.
2,460.015.7%2,433.815.9%1,354.916.0%1,083.516.6%
CRE – Investment
3,564.022.8%3,398.422.3%1,444.217.1%953.514.6%
Other RE loans
(Multi-Family)
645.54.1%617.94.0%394.44.7%238.53.6%
Total real estate
11,139.171.2%10,931.071.6%5,292.162.6%4,069.762.2%
C&I
4,141.326.5%3,971.326.0%2,891.734.2%2,228.534.1%
Other loans352.72.3%357.52.4%266.13.1%245.03.7%
Total loans
$15,633.1100.0%$15,259.8100.0%$8,449.9100.0%$6,543.2100.0%
(*) as a percentage of total loans
Balance Sheet
(*) as a percentage of total loans
20
Construction portfolio reflects discipline
Amounts
4Q17
%’s(*)
4Q17
Amounts
3Q17
%’s(*)
3Q17
Amts.
4Q16
%’s(*)
4Q16
Amts.
4Q15
%’s(*)
4Q15
Residential – Spec
$278.71.8%$253.31.7%$195.72.3%$126.11.9%
Residential – Custom
95.90.6%157.41.0%81.91.0%54.10.8%
Residential – Condo
0.60.0%13.30.1%5.20.1%7.10.1%
Commercial Construct.
1,057.36.8%1,030.86.8%347.14.1%364.65.6%
Land Dev– Residential
157.51.0%191.41.3%116.31.4%74.51.1%
Land Dev – Commercial
208.91.3%190.21.2%162.71.9%99.11.8%
Land Dev - BNC Resi/Com.
Combined
25.70.2%56.40.4%
----
Land – Unimproved
83.70.5%47.00.3%3.80.1%2.10.0%
To t a l C & D
1,908.312.2%$1,939.812.8%$912.710.8%$727.611.3%
Balance Sheet
Balance Sheet
The CRE loan portfolio remains within the 100/300 guidelines
21
Description12/31/20179/30/20176/30/20173/31/1712/31/16
Loans secured by real estate:
Construction, land development, and other loans:
1- 4 family residentialconstruction loans$445,077$423,988$408,035$303,219$282,738
Other constructionloans and all land development and other land loans1,463,2111,515,8211,363,014711,909629,935
Loans included in the 100% test$1,908,288$1,939,809$1,771,049$1,015,128$912,673
Securedby multifamily (5 or more) residential properties$669,054$638,285$672,979$411,028$416,987
Loans securedby other nonfarm nonresidential properties3,564,0483,398,3813,357,1201,386,3981,444,203
Financed realestate not secured by real estate *198,769198,769186,505169,889135,957
Loansincluded in the 300% test$6,340,159$6,175,244$5,987,653$2,982,443$2,909,820
Total Risk Based Capital$2,134,344$2,129,643$2,081,349$1,349,947$1,136,782
%ofRisk Based Capital
NOOCRE + Secured by multi-family 89%91%85%75%80%
300% Test - NOOCRE + Multifamily + Construction297%290%288%221%256%
*estimated for 12/31/17
Balance Sheet
22
PNFP remains focused on relationship funding
12/31/2017Percent9/30/2017Percent12/31/2016Percent
CoreFunding:
Non-interest bearing deposits$4,381,38623.85%$4,099,08622.76%$2,399,19124.99%
Interest-bearing deposits2,756,50615.00%2,473,90213.74%1,737,99618.10%
Money Market accounts5,847,65031.83%5,589,25431.04%3,185,18633.17%
Time deposits less than $250,0001,260,1626.86%1,226,9526.81%512,5995.34%
Total Core Funding14,245,70477.54%$13,389,19474.35%$7,834,97381.60%
Relationship based non-core funding:
Reciprocal NOW deposits77,4720.42%61,3860.34%30,3280.32%
Reciprocal MMDA deposits408,8062.23%456,6222.53%519,7695.41%
Time deposits
Reciprocal time deposits106,2270.58%109,0040.61%58,8380.61%
Other time deposits444,9512.42%394,5932.19%198,6892.07%
Securities sold under agreements to repurchase135,2620.74%129,5570.72%85,7070.89%
Total relationship based non-core funding1,172,7186.39%1,151,1626.39%893,3319.30%
Wholesale funding:
Brokered deposits445,8222.43%586,2413.26%49,9830.52%
Brokered time deposits722,7213.93%792,5454.40%66,7270.69%
FHLB advances1,319,9097.18%1,623,9479.02%406,3044.23%
Sub Debt and other funding465,5052.53%465,4602.58%350,7683.65%
Total wholesale funding2,953,95616.07%3,468,19319.26%823,7998.58%
Total non-core funding4,126,67422.46%4,619,35525.65%1,767,11318.40%
Totals
$18,372,378100.00%$18,008,549100.00%$9,602,086100.00%
23
Balance Sheet
The securities book yields increase in 4Q17
3.58%
2.68%
20.75%
13.00%
0.00%
5.00%
10.00%
15.00%
20.00%
25.00%
30.00%
35.00%
40.00%
0.00%
0.50%
1.00%
1.50%
2.00%
2.50%
3.00%
3.50%
4.00%
Bond Yields% of Avg. Assets
Conservative bond portfolio
Balance Sheet
24
Portfolio: December 31, 2017
Total Investments $2.536 billion
Unrealized Gain (Loss)$ (1.8) million
QTD Purchases$ 31.9 million
QTD Sales$ 308.9million
1.2%
2.8%
44.0%
7.1%
14.0%
30.9%
AgencyCorporatesMBS
Asset BackedCMOsMunicipals
As of12/31/2017Book YieldEffective Duration
Agency/Treasury1.21%0.96%
Asset Backed2.82%0.03%
Corporates4.31%3.51%
CMOs2.17%3.59%
MBS2.39%2.87%
Municipals3.35%5.37%
Total2.68%3.49%
●Investment portfolio at $2.536 billion, down$365
million vs Q3 due to restructure of portfolio. Buy side of
restructure will occur in 1Q18.
●Duration steady in mid 3% range
●Investmentsto Total Assets of 11.5%
QuarterDurationAvg. Yield- TE
4Q173.5%2.7%
3Q173.5%2.6%
2Q173.3%2.5%
1Q173.4%2.4%
4Q163.2%2.3%
3Q162.8%2.3%
2Q162.4%2.5%
1Q162.7%2.6%
25
Asset quality remains very sound
(*) >30 days past due
(000’s)
Dec. 31, 2017As a % of totalloans Sept. 30, 2017As a % of totalloans Dec. 31, 2016As a % of totalloans
PastDue Loans (*)
Nonaccrualloans$11,6910.07%$20,2100.13%$10,8730.13%
Accruing loans60,1590.38%39,0810.26%22,3310.26%
Total pastdue$71,8500.46%$59,2910.39%$33,2040.39%
NPLs and > 90 days
Const. and land development
$6,1140.04%$6,6320.04%$6,6130.08%
Consumer RE
19,3810.12%22,0600.15%8,1270.10%
CRE – Owner Occupied
12,6050.08%12,4260.08%4,2540.05%
CRE – Investment
3020.00%4,5650.03%6660.01%
Total real estate
41,6640.27%45,6830.30%19,6610.23%
C&I
18,6570.12%9,8610.06%7,4950.09%
Other1,2730.01%1,1330.01%1,5560.02%
Total loans
$61,5940.39%$56,6770.37%$28,7110.34%
Classified loans and ORE
Substandard commercial loans$ 211,3081.35%$202,9981.33%$148,4601.76%
Doubtful commercial loans(9)0.00%8290.01%10.00%
Other impaired loans15,3290.10%22,8580.15%9,8200.12%
90 days past due and accruing (*)4,1390.03%3,2640.02%1,1340.01%
Other real estate27,8310.18%24,3390.16%6,0900.07%
Other repossessed assets1970.00%3430.00%-0.00%
Total$ 258,795 1.66%$254,6311.67%165,5051.96%
Pinnacle Bank classified asset ratio12.9%12.7%16.4%
Asset Quality
26
Core net interest margin growth key to achieving profitability targets
3.72%
3.70%
3.60%
3.68%
3.87%
3.76%
3.64%
3.46%
3.41%
3.44%
3.45%
3.33%
$0
$50,000
$100,000
$150,000
$200,000
0.00%
1.00%
2.00%
3.00%
4.00%
Net Interest Margin
Reported NIMNIM excl. PAA loan markRemaining Loan Mark
Income Statement
Remaining Loan Mark
Income Statement
Mortgage volumes continue to be strong 4Q17
27
0.00%
1.00%
2.00%
3.00%
4.00%
5.00%
6.00%
25,000
75,000
125,000
175,000
225,000
275,000
325,000
Purchase MoneyRefinanceGross fees as a % of loans originated
Income Statement
28
4Q173Q172Q171Q174Q16
Net interest income
$174,731$173,182$106,627$88,767$89,413
Total noninterest income
36,48842,97735,05730,38230,743
Total revenues
$211,219$216,159$141,684$119,149$120,156
Less: Investment (gains) losses on sales of securities, net
8,265---(395)
Total revenues, excluding investment (gains) losses on sales of securities, net
$219,484$216,159$141,684$119,149$119,761
Total noninterest expense$122,973$109,736$71,798$62,054$62,765
Less: ORE expenses2525126325244
Merger-related charges19,1038,8473,2216723,264
Core noninterest expense, excluding the impact of ORE expense and merger-related charges$103,618$100,377$68,514$61,130$59,457
Adjusted pre-tax pre-provision income$115,866$115,782$73,170$58,019$60,304
Efficiency ratio58.2%50.8%50.7%52.1%52.2%
Adjustment due to securities gains, ORE expense and merger-related charges (11.0%)(4.4%)(2.3%)(0.8%)(2.6%)
Core Efficiency ratio47.2%46.4%48.4%51.3%49.6%
Noninterest income/ Average assets0.66%0.80%1.05%1.08%1.11%
Adjustment due to investment (gains) losses on sales of securities, net0.15%---(0.02%)
Noninterest income, excluding the impact of net gains on sale of investment securities/
Average Assets0.81%0.80%1.05%1.08%1.09%
Noninterest expense/ Average assets2.22%2.05%2.16%2.20%2.26%
Adjustment due to ORE expense and merger-related charges(0.35%)(0.17%)(0.10%)(0.03%)(0.12%)
Core noninterest expense, excluding ORE expense and merger-related charges/ Average Assets1.87%1.88%2.06%2.17%2.14%
Reconciliation of Non-GAAP measures
Income Statement
29
4Q173Q172Q171Q174Q16
Net income
$26,798$64,442$43,086$39,653$36,097
Merger-related charges19,1038,8473,2216723,264
Investment (gains) losses on sales of securities8,265---(395)
Tax effect on merger-related charges and investment (gains) losses on sales of securities(10,736)(3,471)(1,264)(264)(1,126)
Revaluation of deferred tax assets31,486----
Net income excluding merger-related charges, investment (gains) losses on sales of securities
and revaluation of deferred tax assets$74,916$69,818$45,043$40,061$37,840
Basic earnings per share $0.35$0.84$0.81$0.83$0.79
Adjustment to basic earnings per share due to merger-related charges, investment (gains) losses
on sales of securities and revaluation of deferred tax assets0.630.070.040.010.04
Basic earnings per share excluding merger-related charges, investment (gains) losses on sales of
securities and revaluation of deferred tax assets
$0.98$0.91$0.85$0.84$0.83
Diluted earnings per share$0.35$0.83$0.80$0.82$0.78
Adjustment to diluted earnings per share due to merger-related charges, investment (gains)
losses on sales of securities and revaluation of deferred tax assets
0.620.070.040.010.04
Diluted earnings per share excluding merger-related charges, investment (gains) losses on sales
of securities and revaluation of deferred tax assets
$0.97$0.90$0.84$0.83$0.82
Book value per share$47.70$47.31$46.56$34.61$32.28
Adjustment due to goodwill, core deposit and other intangible assets(23.99)(23.99)(23.98)(11.36)(12.22)
Tangible book value per share$23.71$23.32$22.58$23.25$20.06
Reconciliation of Non-GAAP measures
Income Statement
30
Reconciliation of Non-GAAP measures
4Q173Q172Q171Q174Q16
Net income
$26,798$64,442$43,086$39,653$36,097
Merger-related charges19,1038,8473,2216723,264
Investment (gains) losses on sales of securities8,265---(395)
Tax effect on merger-related charges and investment (gains) losses on sales of securities(10,736)(3,471)(1,264)(264)(1,126)
Revaluation of deferred tax assets31,486----
Net income excluding merger-related charges, investment (gains) losses on sales of securities and
revaluation of deferred tax assets
$74,916$69,818$45,043$40,061$37,840
Average stockholders’ equity
$3,706,741$3,655,029$2,057,505$1,657,072$1,493,684
Less: Average goodwill
(1,803,546)(1,800,761)(760,646)(551,548)(551,042)
Average core deposit and other intangible assets
(58,192)(59,521)(23,957)(14,674)(15,724)
Net average tangible common equity
$1,845,003$1,794,747$1,272,902$1,090,850$926,918
Return on average common equity2.87%6.99%8.40%9.70%9.61%
Adjustment due to goodwill, core deposit and other intangible assets2.89%7.26%5.18%5.04%5.88%
Return on average tangible common equity5.76%14.25%13.58%14.74%15.49%
Adjustment due to merger-related charges, investment (gains) losses on sales of securities and
revaluation of deferred tax assets10.35%1.18%0.61%0.15%0.75%
Return on average tangible common equity (excludingmerger-related charges, investment (gains)
losses on sales of securities and revaluation of deferred tax assets)16.11%15.43%14.19%14.89%16.24%
Total average assets$21,933,500$21,211,459$13,335,359$11,421,654$11,037,555
Income Statement
31
Reconciliation of Non-GAAP measures
4Q173Q172Q171Q174Q16
Net income
$26,798$64,442$43,086$39,653$36,097
Merger-related charges
19,1038,8473,2216723,264
Investment (gains) losses on sales of securities
8,265---(395)
Tax effect on merger-related charges and investment (gains) losses on sales of securities
(10,736)(3,471)(1,264)(264)(1,126)
Revaluation of deferred tax assets
31,486----
Net income excluding merger-related charges, investment (gains) losses on sales of securities and
revaluation of deferred tax assets
$74,916$69,818$45,043$40,061$37,840
Average assets
$22,505,700$21,211,459$13,335,35911,421,65411,037,555
Less: Average goodwill
(1,808,002)(1,800,761)(760,646)(551,548)(551,042)
Average core deposit and other intangible assets
(56,710)(59,781)(23,957)(14,674)(15,724)
Net average tangible assets
$20,340,988$19,351,177$12,550,75610,855,43210,470,789
Return on average assets
0.48%1.21%1.30%1.41%1.30%
Adjustment due to goodwill, core deposit and other intangible assets
0.05%0.11%0.08%0.06%0.06%
Return on average tangible assets
0.53%1.32%1.38%1.47%1.36%
Adjustment due to merger-related charges, investment (gains) losses on sales of securities and
revaluation of deferred tax assets0.95%0.11%0.06%0.01%0.08%
Return on average tangible assets (excludingmerger-related charges, investment (gains) losses on
sales of securities and revaluation of deferred tax assets)1.48%1.43%1.44%1.48%1.44%
Income Statement
32
Reconciliation of Non-GAAP measures
4Q173Q172Q171Q174Q16
Revenue per diluted share
$2.73$2.80$2.64$2.46$2.61
Adjustment due to investment (gains) losses on sales of securities, net0.10---(0.01)
Revenue per diluted share (excluding investment (gains) losses on sales of securities, net) $2.83$2.80$2.64$2.46$2.60
Net interest margin3.76%3.87%3.68%3.60%3.72%
Adjustment due to accretion from fair value accounting0.43%0.45%0.23%0.21%0.32%
Core net interest margin3.33%3.42%3.45%3.39%3.40%
Selected Economic Data
33
Selected economic information (in thousands):Dec. 2017Sept.2017June 2017Mar. 2017Dec. 2016Sept. 2016
Charleston MSA nonfarm employment - October1,183.7 1,183.0 1,179.4 1,170.6 1,167.7 1,160.9
Nashville MSA nonfarm employment - October986.6 986.2 975.1 977.1 968.5 957.8
Memphis MSA nonfarm employment - October645.3 644.3 648.1 646.4 644.7 641.3
Raleigh MSA nonfarm employment - October 625.6 624.9 617.9 612.0 609.3 606.6
Knoxville MSA nonfarm employment - October396.2 397.7 391.3 393.8 395.5 394.1
Greensboro MSA nonfarm employment - October361.5 362.9 362.9 362.5 360.8 358.4
Charlotte MSA nonfarm employment - October356.5 353.6 352.5 354.2 350.9 349.4
Winston-Salem MSA nonfarm employment - October261.7 261.6 260.8 263.2 261.6 262.1
Chattanooga MSA nonfarm employment - October259.7 258.8 260.7 256.3 254.6 252.2
Roanoke MSA nonfarm employment - October164.7 164.8 164.7 164.1 162.4 162.4
Greenville MSA nonfarm employment - October78.9 78.6 78.6 78.9 79.1 79.5
Charleston MSA unemployment - November 4.20%3.90%3.90%4.50%4.70%4.80%
Nashville MSA unemployment - November2.80%2.30%2.80%3.70%4.10%4.10%
Memphis MSA unemployment - November4.10%3.70%4.30%5.00%5.50%5.60%
Raleigh MSA unemployment - November 3.90%3.60%3.60%4.20%4.40%4.40%
Knoxville MSA unemployment - November3.40%2.90%3.50%4.50%4.90%4.90%
Greensboro MSA unemployment - November4.70%4.40%4.30%5.00%5.20%5.30%
Charlotte MSA unemployment - November3.50%3.20%3.20%3.70%3.70%3.90%
Winston-Salem MSA unemployment - November4.30%4.00%4.00%4.60%4.90%4.90%
Chattanooga MSA unemployment - November3.60%3.40%3.90%4.60%5.20%5.30%
Roanoke MSA unemployment - November3.80%3.70%3.80%3.60%4.00%4.20%
Greenville MSA unemployment - November4.90%4.50%4.50%5.30%5.60%5.50%
Charleston, SC residential median home price - November$379 369 360 365 349 350
Nashville, TN residential median home price - November$340 329 339 325 304 299
Memphis, TN residential median home price -November$89 90 88 77 78 82
Raleigh, NC residential median home price -November $336 309 299 299 280 275
Knoxville, TN residential median home price - November$209 195 197 185 175 174
Greensboro, NC residential median home price - November$179 179 184 173 163 157
Charlotte, NC residential median home price -November$285 270 284 265 254 247
Winston-Salem, NC residential median home price - November$164 159 164 159 149 148
Chattanooga, TN residential median home price - November$200 209 225 199 194 184
Roanoke, VA residential median home price - November$170 175 171 164 150 160
Greenville, NC residential median home price - November$158 153 155 147 146 144
Fourth Quarter 2017
Investor Call
M. Terry Turner, President and CEO
Harold R. Carpenter, EVP and CFO
January 17, 2018
First Quarter 2018 Investor Conference Call Slides
guidanceUploaded 4/9/2026by pdf-importType: presentationPublished 6/15/2018
Content preview
First
Quarter
2018
Investor
Call
M.
Terry
Turner,
President
and
CEO
Harold
R.
Carpenter,
EVP
and
CFO
April
17,
2018
Forward
Looking
Statements
All
statements,
other
than
statements
of
historical
fact,
included
in
this
presentation,
are
forward
‐
looking
statements
within
the
meaning
of
the
Private
Securities
Litigation
Reform
Act
of
1995,
Section
27A
of
the
Securities
Act
and
Section
21E
...
Show full content (40,524 chars)
First
Quarter
2018
Investor
Call
M.
Terry
Turner,
President
and
CEO
Harold
R.
Carpenter,
EVP
and
CFO
April
17,
2018
Forward
Looking
Statements
All
statements,
other
than
statements
of
historical
fact,
included
in
this
presentation,
are
forward
‐
looking
statements
within
the
meaning
of
the
Private
Securities
Litigation
Reform
Act
of
1995,
Section
27A
of
the
Securities
Act
and
Section
21E
of
the
Exchange
Act.
The
words
"expect,"
"anticipate,"
"intend,"
"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)
deterioration
in
the
financial
condition
of
borrowers
resulting
in
significant
increases
in
loan
losses
and
provisions
for
those
losses;
(ii)
continuation
of
the
historically
low
short
‐
term
interest
rate
environment;
(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
(including
those
resulting
from
the
Tax
Cuts
and
Jobs
Act)
and
the
resulting
impact
on
Pinnacle
Financial’s results,
including
as
a
result
of
compression
to
net
interest
margin;
(vii)
greater
than
anticipated
adverse
conditions
in
the
national
or
local
economies
including
in
Pinnacle
Financial's
markets
throughout
Tennessee,
North
Carolina,
South
Carolina
and
Virginia, particularly
in
commercial
and
residential
real
estate
markets;
(viii)
fluctuations
or
unanticipated
changes
in
interest
rates
on
loans
or
deposits
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;
(xi)
a
merger
or
acquisition;
(xii)
risks
of
expansion
into
new
geographic
or
product
markets;
(xiii)
any
matter
that
would
cause
Pinnacle
Financial
to
conclude
that
there
was
impairment
of
any
asset,
including
intangible
assets;
(xiv)
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
resulting
from
the
Tax
Cuts
and
Jobs
Act)
or
otherwise
to
attract
customers
from
other
financial
institutions;
(xv)
further
deterioration
in
the
valuation
of
other
real
estate
owned
and
increased
expenses
associated
therewith;
(xvi)
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
Financial's level
of
applicable
commercial
real
estate
loans
continues
to
exceed
percentage
levels
of
total
capital
in
guidelines
recommended
by
its
regulators;
(xvii)
risks
associated
with
litigation,
including
the
applicability
of
insurance
coverage;
(xviii)
the
risk
of
successful
integration
of
the
businesses
Pinnacle
Financial
has
recently
acquired
with
its
business;
(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
Financial
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
costs
as
a
result
of
increased
regulatory
oversight,
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
the
terms
of
our
agreement
with
them;
(xxii)
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
risk
that
the
cost
savings
and
any
revenue
synergies
expected
from
Pinnacle
Financial's merger
with
BNC
may
not
be
realized
or
take
longer
than
anticipated
to
be
realized;
(xxv)
disruption
from
Pinnacle
Financial's
merger
with
BNC
with
customers,
suppliers,
employee
or
other
business
partners
relationships;
(xxvi)
the
risk
of
successful
integration
of
Pinnacle
Financial's and
BNC's
businesses;
(xxvii)
reputational
risk
and
the
reaction
of
the
parties'
customers,
suppliers,
employees
or
other
business
partners
to
Pinnacle
Financial's merger
with
BNC;
(xxviii)
the
risk
that
the
integration
of
Pinnacle
Financial's and
BNC's
operations
will
be
more
costly
or
difficult
than
expected;
(xxix)
the
availability
and
access
to
capital;
(xxx)
adverse
results
(including
costs,
fines,
reputational
harm
and/or
other
negative
effects)
from
current
or
future
litigation,
regulatory
examinations
or
other
legal
and/or
regulatory
actions;
and
(xxxi)
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,
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
presentation,
which
speak
only
as
of
the
date
hereof,
whether
as
a
result
of
new
information,
future
events
or
otherwise.
Safe
Harbor
Statements
Non
‐
GAAP
Financial
Matters
This
presentation
contains
certain
non
‐
GAAP
financial
measures,
including,
without
limitation,
revenues,
earnings
per
diluted
share,
efficiency
ratio,
core
net
interest
margin,
loan
yields,
noninterest
expense
and
the
ratio
of
noninterest
expense
to
average
assets
and
noninterest
expense
to
the
sum
of
net
interest
income
and
noninterest income,
in
each
case,
as
applicable,
excluding
the
impact
of
expenses
and
income
related
to
other
real
estate
owned,
gains
or
losses
on
sale
of
investments,
the
revaluation
of
Pinnacle
Financial’s deferred
tax
assets,
the
accretion
from
the
application
of
fair
value
accounting
for
acquired
loans
and
deposits
and
other
matters
for
the
accounting
periods
presented.
This
release
also
includes
non
‐
GAAP
financial
measures
which
exclude
expenses
associated
with
Pinnacle
Bank's
mergers
with
CapitalMark Bank
&
Trust,
Magna
Bank,
Avenue
Financial
Holdings,
Inc.
and
Bank
of
North
Carolina
(BNC),
as
well
as
Pinnacle
Financial's and
its
bank
subsidiary's
investments
in
BHG.
This
release
may
also
contain
certain
other
non
‐
GAAP
capital
ratios
and
performance
measures.
These
non
‐
GAAP
financial
measures
exclude
the
impact
of
goodwill
and
core
deposit
intangibles
associated
with
Pinnacle
Financial's
acquisitions
of
BNC,
Avenue,
Magna
Bank,
CapitalMark Bank
&
Trust,
Mid
‐
America
Bancshares,
Inc.,
Cavalry
Bancorp,
Inc.
and
other
acquisitions
which
collectively
are
less
material
to
the
non
‐
GAAP
measure.
The
presentation
of
the
non
‐
GAAP
financial
information
is
not
intended
to
be
considered
in
isolation
or
as
a
substitute
for
any
measure
prepared
in
accordance
with
GAAP.
Because
non
‐
GAAP
financial
measures
presented
in
this
release
are
not
measurements
determined
in
accordance
with
GAAP
and
are
susceptible
to
varying
calculations,
these
non
‐
GAAP
financial
measures,
as
presented,
may
not
be
comparable
to
other
similarly
titled
measures
presented
by
other
companies.Pinnacle Financial
believes
that
these
non
‐
GAAP
financial
measures
facilitate
making
period
‐
to
‐
period
comparisons
and
are
meaningful
indications
of
its
operating
performance.
In
addition,
because
intangible
assets
such
as
goodwill
and
the
core
deposit
intangible,
and
the
other
items
excluded
each
vary
extensively
from
company
to
company,
Pinnacle
Financial
believes
that
the
presentation
of
this
information
allows
investors
to
more
easily
compare
Pinnacle
Financial's results
to
the
results
of
other
companies.
Pinnacle
Financial's
management
utilizes
this
non
‐
GAAP
financial
information
to
compare
Pinnacle
Financial's operating
performance
for
2018
versus
certain
periods
in
2017
and
to
internally
prepared
projections.
Safe
Harbor
Statements
$4,501
$4,789
$7,080
$9,281
$16,503
Total
Deposits
(millions)
$0.47
$0.62
$0.68
$0.82
$1.08
FD
EPS
0.09%
0.12%
0.42%
0.20%
0.10%
NCOs
21.2%
20.3%
24.2%
12.9%
12.6%
Classified
Asset
Ratio
0.73%
0.58%
0.70%
0.36%
0.58%
NPA/
Loans
&
OREO
$4,182
$4,645
$6,828
$8,642
$16,326
Total
Loans
(millions)
$58,640
$69,755
$99,758
$119,148
$218,654
Total
Revenues
1Q18
Summary
Results
– GAAP
Measures
Balance Sheet Growth
Earnings Growth
Asset Quality
$20.88
$22.98
$29.26
$34.61
$48.16
Book
Value
per
Share
13.47%
15.56%
15.04%
14.74%
18.12%
ROTCE
4
0.73%
0.58%
0.70%
0.36%
0.58%
NPA/
Loans
&
OREO
‐‐‐
:
Reflects
historical
operating
ranges
for
NPA/
Loans
&
OREO
and
Classified
Asset
Ratio.
Reflects
target
ranges
resulting
from
the
annual
corporate
strategic
planning
process
for
NCOs.
*:
excluding
merger
‐
related
charges,
gains
and
losses
on
sales
of
investment
securities
and
revaluation
of
deferred
tax
assets
Note:
For
a
reconciliation
of
these
Non
‐
GAAP
financial
measures
to
the
comparable
GAAP
measures,
see
slides
32
‐
36.
0.09%
0.12%
0.42%
0.20%
0.10%
NCOs
21.2%
20.3%
24.2%
12.9%
12.6%
Classified
Asset
Ratio
$4,182
$4,645
$6,828
$8,642
$16,326
Total
Loans
(millions)
$4,087
$4,413
$6,432
$8,288
$14,224
Total
Core
Deposits
(millions)
$13.93
$16.12
$18.75
$23.25
$24.24
Tangible
Book
Value
per
Share
13.45%
15.56%
15.64%
14.89%
18.98%
ROTCE*
$0.47
$0.62
$0.71
$0.83
$1.13
FD
EPS*
$58,640
$69,755
$99,758
$119,148
$218,624
Total
Revenues
1Q18
Summary
Results
–Non
‐
GAAP
Measures
Balance Sheet Growth
Earnings Growth
Asset Quality
5
6
Pinnacle
sets
and
delivers
against
lofty
strategic
targets
1Q18
Summary
Results
(1)
Non
‐
GAAP
amounts
exclude
net
gains
and
losses
on
the
sale
of
investment
securities,
ORE
expense
and
income,
merger
‐
related
charges
and
the
impact
of
revaluation
of
deferred
tax
assets.
Non
‐
GAAP
net
interest
margin
excludes
the
accretion
from
the
application
of
fair
value
accounting
for
acquired
loans
and
deposits.
For
a
reconciliation
of
these
Non
‐
GAAP
financial
measures
to
the
comparable
GAAP
measures,
see
slides
32
‐
36.
•
Core
systems
conversions
are
complete
•
Cost
synergies
have
been
harvested
•
Associate
engagement
is
high
•
Year
‐
over
‐
year
increase
based
on
Great
Place
to
Work
survey
•
Hiring
success
is
ahead
of
schedule
•
Balance
sheet
growth
is
strong
BNC
Integration
Has
Been
Highly
Successful
7
“BNC
has
a
high
‐
growth
CRE
lending
practice
that
we
expect
to
continue
at
its
previous
pace.
However,
the
key
to
realizing
our
potential
in
the
Carolinas
and
Virginia
is
to
build
out
a
large
C&I
platform
–the
thing
we
do
best.”
PNFP
2017
Annual
Report
BNC
Integration
Has
Been
Highly
Successful
8
BNC
Integration
‐
Key Measures
of
Success
1Q18
1. Continued high
‐
growth
CRE
and
construction
lending
practice
15.7%*
2. Build out
a
large
C&I
platform
•
Hired
11
revenue
producers
•
C&I FAs
5
•
Private
Banking
FAs
2
•
Brokers
2
•
Mortgage
Originators
2
•
Accelerated
C&I
and
owner
‐
occupied
CRE
loan
growth
26.6%*
*
1Q18
annualized
growth
rate
9
BNC
Integration
Has
Been
Highly
Successful
2017
2018 – 1Q
No.
34
– 100
Best
Companies
to
Work
For,
FORTUNE
No.
22
– 100
Best
Companies
to
Work
For,
FORTUNE
No.
7
–Best
Workplaces
in
Financial
Services and
Insurance,
FORTUNE
No.
3
– Best Workplaces
in
Financial
Services
and
Insurance,
FORTUNE
No.
6
–Best
Workplaces
for
Women,
FORTUNE
No.
6
–Best
Banks
to
Work
For,
American
Banker
No.
20
–50
Companies
that
Care,
People
magazine
Source: Great Place to Work, The Business C
ase for a High-Trust Culture, Jessica Rohman
Each
year,
FTSE
Russell
conducts
independent
research
that
analyzes
the
cumulative
stock
market
returns
of
publically
‐
traded
Fortune
100
Best
Companies
to
Work
For.
If
you
invested
in
these
companies
(divesting
stock
in
the
companies
that
were
no
longer
on
the
list
and
investing
in
companies
added
to
the
list)
your
returns
would
be
nearly
three
times
that
of
the
general
market.
BNC
Integration
Has
Been
Highly
Successful
11
BNC
Integration
Has
Been
Highly
Successful
High
trust
environments
elevate
productivity,
profitability
and
job
applicants
A
2013
study
led
by
Luigi
Guiso,
of
the
Einaudi Institute
for
Economics
and
Finance
&
CEPR,
found
that
in
companies
where
employees
reported
that
their
leaders
act
with
integrity
(an
essential
component
of
high
‐
trust
culture),
a
number
of
competitive
advantages
emerged,
including:
•
Higher
productivity
•
Increased
profitability
•
Better
industrial
relations
•
Greater
attraction
of
top
job
applicants
Source: Great Place to Work, The Business C
ase for a High-Trust Culture, Jessica Rohman
BNC
Integration
Has
Been
Highly
Successful
12
Our
C&I
and
Private
Banking
hiring
is
actually
ahead
of
plan
C&I
and
Private
Banking
actual
hires
since
7/1/17
Projected
Timeline
C&I,
Private
Banking
FAs
13
Loan
and
Deposit
Growth
are
Keys
to
Earnings
Growth
Strong
performance
continues
in
both
total
revenues
and
revenues
per
share*
$1.31
$2.83
$1.00
$1.20
$1.40
$1.60
$1.80
$2.00
$2.20
$2.40
$2.60
$2.80
$3.00
$
‐
$50
$100
$150
$200
$250
Revenues per diluted share*
Total Revenues*
(000's)
Fee
income
NII
Total
revenue
per
share
*
: Excluding
gains
and
losses
on
sales
of
investment
securities
**:
Decline
in
revenue
per
share
a
result
of
equity
issuance
during
the
first
quarter
of
2017
14
Linked
‐
quarter
loan
growth
remains
strong
as
yields
increase
$3,191
$3,212
$3,207
$3,262
$3,280
$3,403
$3,489
$3,580
$3,682
$3,845
$3,932
$3,981
$4,130
$4,251
$4,358
$4,436
$4,625
$4,737
$5,690
$6,458
$6,742
$6,998
$8,233
$8,357
$8,558
$9,817
$15,017
$15,520
$15,957
4.88%
4.91%
4.50%
2.50%3.00%3.50%4.00%4.50%5.00%
$
‐
$4,000
$8,000
$12,000
$16,000
$20,000
Loan Yields
Average Loans
(millions)
Avg.
Loans
Loan
Yields
Loan
Yields
without
PAA
Loan
and
Deposit
Growth
are
Keys
to
Earnings
Growth
AVNU
BNCN
CPMK /
Magna
15
Portfolio
transitions
to
more
variable
rate
Loan
and
Deposit
Growth
are
Keys
to
Earnings
Growth
March
31,
2018
LIBORPrimeTreasury
bill
Fixed
<
1
yr
Fixed
>
1
yr
Loan Pricing Allocation•
Floating rate loans have expanded 2% since merger date
•
$525 mm Fixed to Floating 3-m
onth LIBOR Forward Swap
•
Executed post quarter-end
•
Moves additional 3% of loans from fixed to floating
•
Three forward starting tranches – Oct’18, Jan’19, Apr’19
•
Effective through June 2021
•
If effective today, would resu
lt in 47 basis point spread
between current pay fixed rate and 3-month LIBOR
•
Objective by mid-2019 – Fixed rate loans > 1 yr @ ~ 35%
WAC(*)
Sept.
30,
2017
Mar. 31,
2018
Net
change
LIBOR
3.70%
4.15%
0.45%
Prime
4.52%
5.01%
0.49%
Fixed rate
4.43%
4.43%
‐
Fed
funds
1.25%
1.75%
0.50%
Weighted Average EOP Coupon Trends•
Excludes impact of PA
A and impact from
early payoff’s which result in immediate recognition of deferred fees and prepayment penalties and increase actual yields
•
Avg. contractual life of fixed rate loans approx. 48 months.
16
Average
deposit
balances
continued
to
grow
$3,772
$3,723
$3,700
$3,642
$3,597
$3,636
$3,706
$3,883
$3,950
$3,963
$4,199
$4,408
$4,510
$4,519
$4,655
$4,758
$4,792
$4,885
$5,898
$6,787
$7,037
$7,093
$8,454
$8,791
$9,099
$10,394
$15,828
$16,092
$16,281
1.75%
1.01%
0.60%
0.00%0.20%0.40%0.60%0.80%1.00%1.20%1.40%1.60%1.80%
$
‐
$2,000
$4,000
$6,000
$8,000
$10,000
$12,000
$14,000
$16,000
$18,000
Cost of Deposits
Avg. Deposits
(millions)
Avg.
Deposits
EOP
FFS
Target
Cost
of
Deposits
Loan
and
Deposit
Growth
are
Keys
to
Earnings
Growth
Deposit
Rate
Tranches
Mar. 31,
2018
%
of
Totals
Noninterest bearing
25.9%
Rate
sheet
23.0%
Negotiated with
client
28.7%
Indexed
6.8%
CDs
15.6%
17
Fee
businesses
produce
another
strong
quarter
1Q18
4Q17
3Q17
2Q17
1Q17
Service
charges
$5,820
$6,078
$5,921
$4,179
$3,856
Investment
services
5,107
4,723
3,660
3,110
2,822
Insurance
commissions
3,119
1,961
2,124
1,461
1,859
Gain
on
mortgage
loans
sold,
net
3,744
3,839
5,963
4,668
4,155
Trust
fees
3,117
2,645
2,636
1,677
1,705
Income
from
equity
method
investment
9,360
12,444
8,937
8,755
7,823
Other:
Securities
gains
(losses)
30
(8,264)
‐‐‐
Interchange
and
other
consumer
fees
8,556
8,499
7,393
7,558
6,151
Bank
‐
owned
life
insurance
2,752
2,829
2,623
1,395
1,099
Loan
swap
fees
504
188
1,011
336
261
Other
2,074
1,546
2,709
1,918
651
Total
noninterest
income
$44,183
$36,488
$42,977
$35,057
$30,382
Noninterest
income/Average
Assets
0.81%
0.66%
0.80%
1.05%
1.08%
Core
noninterest
income**
$44,153
$44,753
$42,977
$35,057
$30,382
Core
Noninterest
Income
**
/Total
Average
Assets
0.81%
0.81%
0.80%
1.05%
2.17%
Fee
Businesses
also
Contribute
to
Earnings
Growth
**
:
Excludes
the
impact
of
gains
and
losses
on
sales
of
investment
securities
18
1Q18
core
expense
results
reflect
enviable
operating
leverage
1Q18
4Q17
3Q17
2Q17
1Q17
Salaries
and
benefits
$63,719
$
63,347
$64,288
$43,676
$38,352
Equipment
and
occupancy
17,743
17,114
16,590
10,713
9,675
Other
real
estate
owned
(794)
252
512
63
252
Marketing
and
business
development
2,247
2,093
2,222
2,127
1,879
Postage
and
supplies
2,039
1,662
1,755
1,122
1,196
Intangible
amortization
2,698
3,071
3,077
1,472
1,196
Merger
‐
related
charges
5,353
19,103
8,847
3,221
672
Other
expenses
15,575
16,332
12,444
9,404
8,831
Total
noninterest
expense
$108,580
$122,973
$109,735
$71,798
$62,053
Efficiency
ratio
49.7%
58.2%
50.8%
50.7%
52.1%
Expense/Total
Average
Assets
1.98%
2.22%
2.05%
2.16%
2.20%
Core
noninterest
expense
**
$104,021
$103,618
$100,376
$68,514
$61,130
Core
efficiency
ratio
**
47.6%
47.2%
46.4%
48.4%
51.3%
Core
Noninterest
Expense
**
/Total
Average
Assets
1.90%
1.87%
1.88%
2.06%
2.17%
**
:
Excludes
the
impact
of
OREO
expense
and
income
and
merger
‐
related
charges
PNFP
Focuses
on
Strategic
Expense
Management
19
PNFP
is
focused
on
rapid
growth
across
the
Southeast
1. Continuation
of
current
high
growth,
high
profit
plan
2. Explore
expansion
to
other
high
growth
southeastern
markets
Long
‐
Term
Shareholder
Value
20
•
Year
over
year
quarterly
FDEPS,
excluding
merger
‐
related
charges
and
investment
gains
and
losses
on
sales
of
securities,
growth
rate
is
ahead
of
the
consensus
year
over
year
quarterly
growth
rate
(36%
vs.
32%).
•
Hiring
of
revenue
producers
is
ahead
of
schedule
and
has
accelerated
over
prior
periods.
•
Quarterly
earning
asset
growth
is
at
its
highest
level
ever.
•
The
core
margin
expanded
0.09%
during
1Q18.
•
1Q18
asset
growth
and
expanded
margin
suggest
continued
net
interest
income
growth
for
the
remainder
of
2018.
•
ROAA,
excluding
merger
‐
related
charges
and
investment
gains
and
losses
on
sales
of
securities,
of
1.60%
is
squarely
in
the
middle
of
our
new
targeted
range
of
1.50%
to
1.70%.
•
ROTCE,
excluding
merger
‐
related
charges
and
investment
gains
and
losses
on
sales
of
securities,
of
18.98%
compares
favorably
to
peers.
1Q18
Summary
Q&A
–
First Quarter 2018 Investor Call
Supplemental
Information
22
Chart
•
Balance
Sheet
23
•
Asset
Quality
29
•
Income
Statement
30
Loan
portfolio
is
well
diversified
23
Amts.
1Q18
%’s(*)
1Q18
Amts.
4Q17
%’s(*)
4Q17
Amts.
1Q17
%’s(*)
1Q17
Amts.
1Q16
%’s(*)
1Q16
C&I
$4,490.9
27.5%
$4,141.3
26.5%
$2,980.8
34.5%
$2,434.6
35.6%
CRE – Owner Occ.
2,427.9
14.9%
2,460.0
15.7%
1,399.5
16.2%
1,099.7
16.1%
CRE – Investment
3,714.9
22.8%
3,564.0
22.8%
1,386.4
16.0%
995.8
14.6%
CRE – Multifamily and other
651.4
4.0%
645.6
4.1%
395.7
4.6%
245.3
3.6%
Consumer RE
2,580.8
15.8%
2,561.2
16.4%
1,196.4
13.8%
1,042.3
15.3%
C&D and Land
2,095.9
12.8%
1,908.3
12.2%
1,015.1
11.8%
764.1
11.2%
Consumer and other
364.2
2.2%
352.7
2.3%
268.1
3.1%
246.1
3.6%
Total loans
$16,326.0
100.0%
$15,633.1
100.0%
$8,642.0
100.0%
$6,827.9
100.0%
(*)
as
a
percentage
of
total
loans
Balance
Sheet
(*)
as
a
percentage
of
total
loans
24
Construction
portfolio
reflects
discipline
Amts.
1Q18
%’s(*)
1Q18
Amts.
4Q17
%’s(*)
4Q17
Amts.
1Q17
%’s(*)
1Q17
Amts.
1Q16
%’s(*)
1Q16
Residential
–Spec
$288.0
1.8%
$278.7
1.8%
$200.7
2.3%
$120.9
1.9%
Residential
–Custom
123.0
0.7%
95.9
0.6%
96.9
1.1%
97.1
1.4%
Residential
– Condo
0.6
0.0%
0.6
0.0%
5.6
0.1%
15.3
0.2%
Commercial
Construct.
1,207.2
7.4%
1,057.3
6.8%
429.8
5.0%
280.7
4.1%
Land
Dev– Residential
161.2
1.0%
157.5
1.0%
111.2
1.3%
88.3
1.3%
Land
Dev
– Commercial
200.8
1.2%
208.9
1.3%
167.4
2.0%
160.0
2.3%
Land
Dev
–Mixed
Use
25.1
0.1%
25.7
0.2%
-
-
-
‐
Land
–Unimproved
90.0
0.6%
83.7
0.5%
3.5
0.0%
1.8
0.0%
Total
C&D
$2,095.9
12.8%
1,908.3
12.2%
$1,015.1
11.8%
$764.1
11.2%
Balance
Sheet
Balance
Sheet
As
projected,
total
CRE
loan
portfolio
exceeds
300
guidelines
25
Description
3/31/2018 12/31/2017 9/30/2017
6/30/2017
3/31/2017
Loans
secured
by
real
estate:
Construction,
land
development,
and
other
loans:
1
‐
4
family
residential construction
loans
$475,979
$445,077
$423,988
$408,035
$303,219
Other
construction loans
and
all
land
development
and
other
land
loans
1,619,895
1,463,211
1,515,821
1,363,014
711,909
Loans
included
in
the
100%
test
$2,095,874 $1,908,288 $1,939,809
$1,771,049
$1,015,128
Secured by
multifamily
(5
or
more)
residential
properties
$668,904
$669,054
$638,285
$672,979
$411,028
Loans
secured by
other
nonfarm
nonresidential
properties
3,714,854
3,564,
048
3,398,381
3,357,120
1,386,398
Financed
real estate
not
secured
by
real
estate
196,807
198,769
198,769
186,505
169,889
Loans included
in
the
300%
test
$6,676,439 $6,340,159 $6,175,244
$5,987,653
$2,982,443
Total
Risk
Based
Capital
$2,180,680 $2,134,344 $2,129,643
$2,081,349
$1,349,947
%ofRisk
Based
Capital
100%
Test
‐
NOOCRE
+
Secured
by
multi
‐
family
96%
89%
91%
85%
75%
300%
Test
‐
NOOCRE
+
Multifamily
+
Construction
306%
297%
290%
288%
221%
Balance
Sheet
26
PNFP
remains
focused
on
relationship
funding
3/31/2018
Percent
12/31/2017
Percent
3/31/2017
Percent
Core Funding:
Non
‐
interest
bearing
deposits
$4,274,213
22.40%
$4,381,386
23.85%
$2,508,680
25.25%
Interest
‐
bearing
deposits
2,803,718
14.70%
2,756,506
15.00%
1,869,570
18.82%
Money
Market
accounts
5,852,950
30.68%
5,847,650
31.83%
3,345,727
33.68%
Time
deposits
less
than
$250,000
1,292,785
6.78%
1,260,162
6.86%
564,270
5.68%
Total
Core
Funding
$14,223,665
74.55%
14,245,704
77.54%
8,288,247
83.43%
Relationship
based
non
‐
core
funding:
Reciprocal
NOW
deposits
64,074
0.34%
77,472
0.42%
30,725
0.31%
Reciprocal
MMDA
deposits
365,292
1.91%
408,806
2.23%
537,624
5.41%
Time
deposits
Reciprocal
time
deposits
98,185
0.51%
106,227
0.58%
49,331
0.50%
Other
time
deposits
472,353
2.48%
444,951
2.42%
208,060
2.09%
Securities
sold
under
agreements
to
repurchase
131,863
0.69%
135,262
0.74%
71,157
0.72%
Total
relationship
based
non
‐
core
funding
1,131,768
5.93%
1,172,718
6.39%
896,897
9.03%
Wholesale
funding:
Brokered
deposits
570,688
2.99%
445,822
2.43%
166,610
1.68%
Brokered
time
deposits
709,658
3.72%
722,721
3.93%
‐‐
FHLB
advances
1,976,881
10.36%
1,319,909
7.18%
406,304
4.23%
Federal
funds purchased
‐
0.00%
‐‐
50,000
0.50%
Sub
Debt
and
other
funding
465,549
2.44%
465,505
2.53%
350,849
3.53%
Total
wholesale
funding
3,722,776
19.51%
2,953,956
16.07%
748,723
7.54%
Total
non
‐
core
funding
4,854,544
25.45%
4,126,674
22.46%
1,645,620
16.57%
Totals
$19,078,209
100.00%
$18,372,378
100.00%
$9,933,867
100.00%
27
Balance
Sheet
Securities
book
yields
increase
with
more
variable
rate
bonds
3.58%
2.87%
20.75%
13.0%
0.00%5.00%10.00%15.00%20.00%25.00%30.00%35.00%40.00%
0.00%0.50%1.00%1.50%2.00%2.50%3.00%3.50%4.00%
Bond
Yields
%
of
Total
Assets
78%
71%
22%
29%
Sept.
2017
Mar.
2018
Bond
Portfolio
Pricing
Fixed
Rate
Variable
Rate
Conservative
bond
portfolio
Balance
Sheet
28
1.0%
2.3%
34.9%
7.1%
13.8%
40.8%
Agency
Corporates
MBS
Asset
Backed
CMOs
Municipals
●
Duration
steady
in
mid
3%
range
●
Investments to
Total
Assets
of
13.0%
Portfolio:
March
31,
2018
Total
Investments
$2.981
billion
Unrealized
Gain
(Loss)
$(44.0)
million
Quarter
Duration
Avg.
Yield
‐
TE
1Q18
3.5%
2.9%
4Q17
3.5%
2.7%
3Q17
3.5%
2.6%
2Q17
3.3%
2.5%
1Q17
3.4%
2.4%
4Q16
3.2%
2.3%
3Q16
2.8%
2.3%
2Q16
2.4%
2.5%
1Q16
2.7%
2.6%
29
Asset
quality
remains
very
sound
(*)
>30
days
past
due
(000’s)
Mar.
31,
2018
As
a
%
of
total loans
Dec.
31,
2017
As
a
%
of
total loans
Mar.
31,
2017
As
a
%
of
total loans
Past Due
Loans
(*)
Nonaccrual loans
$13,875
0.08%
$11,691
0.07%
$10,011
0.12%
Accruing
loans
$39,666
0.24%
60,159
0.38%
14,684
0.17%
Total
past due
$53,541
0.32%
$71,850
0.46%
$24,695
0.29%
NPLs
and
>
90
days
Const.
and
land
development
$3,621
0.02%
$6,114
0.04%
$4,112
0.05%
Consumer
RE
18,549
0.11%
19,381
0.12%
8,857
0.10%
CRE
–Owner
Occupied
21,112
0.13%
12,605
0.08%
3,401
0.04%
CRE
– Investment
918
0.01%
302
0.00%
649
0.01%
Total
real
estate
47,407
0.29%
41,664
0.27%
17,019
0.20%
C&I
22,761
0.14%
18,657
0.12%
7,258
0.08%
Other
1,165
0.01%
1,273
0.01%
1,884
0.02%
Total
loans
$71,333
0.44%
$61,594
0.39%
$26,161
0.30%
Classified
loans
and
ORE
Substandard
commercial
loans
$216,046
1.32%
$
211,308
1.35%
$138,720
1.62%
Doubtful
commercial
loans
‐
0.00%
(9)
0.00%
1
0.00%
Other
impaired
loans
16,409
0.10%
15,329
0.10%
11,262
0.13%
90
days
past
due
and
accruing
(*)
1,131
0.01%
4,139
0.03%
1,110
0.01%
Other
real
estate
23,982
0.15%
27,831
0.18%
6,235
0.07%
Other
repossessed
assets
551
0.00%
197
0.00%
‐
0.00%
Total
$258,119
1.58%
$
258,795
1.66%
$157,328
1.83%
Pinnacle
Bank
classified
asset
ratio
12.6%
12.9%
12.9%
Asset
Quality
30
Core
net
interest
margin
growth
key
to
achieving
profitability
targets
3.72%
3.70%
3.60%
3.68%
3.87%
3.76%
3.77%
3.64%
3.46%
3.41%
3.44%
3.45%
3.33%
3.42%
$0$50,000$100,000$150,000$200,000
0.00%1.00%2.00%3.00%4.00%
Net Interest Margin
Reported
NIM
NIM
excl.
PAA
loan
mark
Remaining
Loan
Mark
Income
Statement
Remaining Loan Mark
Income
Statement
Mortgage
volumes
decline
in
1Q18
31
0.00%1.00%2.00%3.00%4.00%5.00%6.00%
25,00075,000
125,000175,000225,000275,000325,000
Purchase
Money
Refinance
Gross
fees
as
a
%
of
loans
originated
Income
Statement
32
1Q18
4Q1
3Q17
2Q17
1Q17
Net
interest
income
$174,471
$174,731
$173,182
$106,627
$88,767
Total
noninterest
income
44,183
36,488
42,977
35,057
30,382
Total
revenues
$218,654
$211,219
$216,159
$141,684
$119,149
Less:
Investment
(gains)
losses
on
sales
of
securities,
net
(30)
8,265
‐‐‐
Total
revenues,
excluding
investment
(gains)
losses
on
sales
of
securities,
net
$218,624
$219,484
$216,159
$141,684
$119,149
Total
noninterest
expense
$108,580
$122,973
$109,736
$71,798
$62,054
Less:
ORE
expenses
(income)
(794)
252
512
63
252
Merger
‐
related
charges
5,353
19,103
8,847
3,221
672
Core
noninterest
expense,
excluding
the
impact
of
ORE
expense
(income)
and
merger
‐
related
charges
$104,021
$103,618
$100,377
$68,514
$61,130
Adjusted
pre
‐
tax
pre
‐
provision
income
$114,603
$115,866
$115,782
$73,170
$58,019
Efficiency
ratio
49.7%
58.2%
50.8%
50.7%
52.1%
Adjustment
due
to
securities
gains
and
losses,
ORE
expense
(income)
and
merger
‐
related
charges
2.1%
(11.0%)
(4.4%)
(2.3%)
(0.8%)
Core
Efficiency
ratio
47.6%
47.2%
46.4%
48.4%
51.3%
Noninterest
income/
Average
assets
0.81%
0.66%
0.80%
1.05%
1.08%
Adjustment
due
to
investment
(gains)
losses
on
sales
of
securities,
net
‐
0.15%
‐‐‐
Noninterest
income,
excluding
the
impact
of
net
gains
on
sale
of
investment
securities/
Average
Assets
0.81%
0.81%
0.80%
1.05%
1.08%
Noninterest
expense/
Average
assets
1.98%
2.22%
2.05%
2.16%
2.20%
Adjustment
due
to
ORE
expense
(income)
and
merger
‐
related
charges
(0.08%)
(0.35%)
(0.17%)
(0.10%)
(0.03%)
Core
noninterest
expense,
excluding
ORE
expense
(income)
and
merger
‐
related
charges/
Average
Assets
1.90%
1.87%
1.88%
2.06%
2.17%
Reconciliation
of
Non
‐
GAAP
measures
Income
Statement
33
1Q18
4Q17
3Q17
2Q17
1Q17
Net
income
$83,510
$26,798
$64,442
$43,086
$39,653
Merger
‐
related
charges
5,353
19,103
8,847
3,221
672
Investment
(gains)
losses
on
sales
of
securities
(30)
8,265
‐‐‐
Tax
effect
on
merger
‐
related
charges
and
investment
(gains)
losses
on
sales
of
securities
(1,391)
(10,736)
(3,471)
(1,264)
(264)
Revaluation
of
deferred
tax
assets
‐
31,486
‐‐‐
Net
income
excluding
merger
‐
related
charges,
investment
(gains)
losses
on
sales
of
securities
and
revaluation
of
deferred
tax
assets
$87,442
$74,916
$69,818
$45,043
$40,061
Basic
earnings
per
share
$1.08
$0.35
$0.84
$0.81
$0.83
Adjustment
to
basic
earnings
per
share
due
to
merger
‐
related
charges,
investment
(gains)
losses
on
sales
of
securities
and
revaluation
of
deferred
tax
assets
0.05
0.63
0.07
0.04
0.01
Basic
earnings
per
share
excluding
merger
‐
related
charges,
investment
(gains)
losses
on
sales
of
securities
and
revaluation
of
deferred
tax
assets
$1.13
$0.98
$0.91
$0.85
$0.84
Diluted
earnings
per
share
$1.08
$0.35
$0.83
$0.80
$0.82
Adjustment
to
diluted
earnings
per
share
due
to
merger
‐
related
charges,
investment
(gains)
losses
on
sales
of
securities
and
revaluation
of
deferred
tax
assets
0.05
0.62
0.07
0.04
0.01
Diluted
earnings
per
share
excluding
merger
‐
related
charges,
investment
(gains)
losses
on
sales
of
securities
and
revaluation
of
deferred
tax
assets
$1.13
$0.97
$0.90
$0.84
$0.83
Book
value
per
share
$48.16
$47.70
$47.31
$46.56
$34.61
Adjustment
due
to
goodwill,
core
deposit
and
other
intangible
assets
(23.92)
(23.99)
(23.99)
(23.98)
(11.36)
Tangible
book
value
per
share
$24.24
$23.71
$23.32
$22.58
$23.25
Reconciliation
of
Non
‐
GAAP
measures
Income
Statement
34
Reconciliation
of
Non
‐
GAAP
measures
1Q18
4Q17
3Q17
2Q17
1Q17
Net
income
$83,510
$26,798
$64,442
$43,086
$39,653
Merger
‐
related
charges
5,353
19,103
8,847
3,221
672
Investment
(gains)
losses
on
sales
of
securities
(30)
8,265
‐‐‐
Tax
effect
on
merger
‐
related
charges
and
investment
(gains)
losses
on
sales
of
securities
(1,391)
(10,736)
(3,471)
(1,264)
(264)
Revaluation
of
deferred
tax
assets
‐
31,486
‐‐‐
Net
income
excluding
merger
‐
related
charges,
investment
(gains)
losses
on
sales
of
securities
and
revaluation
of
deferred
tax
assets
$87,442
$74,916
$69,818
$45,043
$40,061
Average
stockholders’
equity
$3,732,633
$3,706,741
$3,655,029
$2,057,505
$1,657,072
Less:
Average
goodwill
(1,808,055)
(1,803,546)
(1,800,761)
(760,646)
(551,548)
Average
core
deposit
and
other
intangible
assets
(55,681)
(58,192)
(59,521)
(23,957)
(14,674)
Net
average
tangible
common
equity
$1,868,897
$1,845,003
$1,794,747
$1,272,902
$1,090,850
Return
on
average
common
equity
9.07%
2.87%
6.99%
8.40%
9.70%
Adjustment
due
to
goodwill,
core
deposit
and
other
intangible
assets
9.05%
2.89%
7.26%
5.18%
5.04%
Return
on
average
tangible
common
equity
18.12%
5.76%
14.25%
13.58%
14.74%
Adjustment
due
to
merger
‐
related
charges,
investment
(gains)
losses
on
sales
of
securities
and
revaluation
of
deferred
tax
assets
0.86%
10.35%
1.18%
0.61%
0.15%
Return
on
average
tangible
common
equity
(excluding merger
‐
related
charges,
investment
(gains)
losses
on
sales
of
securities
and
revaluation
of
deferred
tax
assets)
18.98%
16.11%
15.43%
14.19%
14.89%
Total
average
assets
$22,204,599
$21,933,500
$21,211,459
$13,335,359
$11,421,654
Income
Statement
35
Reconciliation
of
Non
‐
GAAP
measures
1Q18
4Q17
3Q17
2Q17
1Q17
Net
income
$83,510
$26,798
$64,442
$43,086
$39,653
Merger
‐
related
charges
5,353
19,103
8,847
3,221
672
Investment
(gains)
losses
on
sales
of
securities
(30)
8,265
‐‐‐
Tax
effect
on
merger
‐
related
charges
and
investment
(gains)
losses
on
sales
of
securities
(1,391)
(10,736)
(3,471)
(1,264)
(264)
Revaluation
of
deferred
tax
assets
‐
31,486
‐‐‐
Net
income
excluding
merger
‐
related
charges,
investment
(gains)
losses
on
sales
of
securities
and
revaluation
of
deferred
tax
assets
$87,442
$74,916
$69,818
$45,043
$40,061
Average
assets
$22,204,599
$22,505,700
$21,211,459
$13,335,359
11,421,654
Less:
Average
goodwill
(1,808,055)
(1,808,002)
(1,800,761)
(760,646)
(551,548)
Average
core
deposit
and
other
intangible
assets
(55,681)
(56,710)
(59,781)
(23,957)
(14,674)
Net
average
tangible
assets
$20,340,863
$20,340,988
$19,351,177
$12,550,756
10,855,432
Return
on
average
assets
1.53%
0.48%
1.21%
1.30%
1.41%
Adjustment
due
to
merger
‐
related
charges,
gains
and
losses
on
sales
of
investment
securities
and
revaluation
of
deferred
tax
assets
0.07%
0.88%
0.10%
0.05%
0.01%
Return
on
average
assets
(excluding
merger
‐
related
charges,
gains
and
losses
on
sales
of
investment
securities
and
revaluation
of
deferred
tax
assets)
1.60%
1.36%
1.31%
1.35%
1.42%
Return
on
average
assets
1.53%
0.48%
1.21%
1.30%
1.41%
Adjustment
due
to
goodwill,
core
deposit
and
other
intangible
assets
0.14%
0.05%
0.11%
0.08%
0.06%
Return
on
average
tangible
assets
1.67%
0.53%
1.32%
1.38%
1.47%
Adjustment
due
to
merger
‐
related
charges,
investment
(gains)
losses
on
sales
of
securities
and
revaluation
of
deferred
tax
assets
0.07%
0.95%
0.11%
0.06%
0.01%
Return
on
average
tangible
assets
(excluding merger
‐
related
charges,
investment
(gains)
losses
on
sales
of
securities
and
revaluation
of
deferred
tax
assets)
1.74%
1.48%
1.43%
1.44%
1.48%
Income
Statement
36
Reconciliation
of
Non
‐
GAAP
measures
1Q18
4Q17
3Q17
2Q17
1Q17
Net
interest
margin
3.77%
3.76%
3.87%
3.68%
3.60%
Adjustment
due
to
accretion
from
fair
value
accounting
0.35%
0.43%
0.45%
0.23%
0.21%
Core
net
interest
margin
3.42%
3.33%
3.42%
3.45%
3.39%
Loan
yield
4.91%
4.87%
4.91%
4.54%
4.49%
Adjustment
due
accretion
from
fair
value
accounting
0.41%
0.51%
0.55%
0.28%
0.23%
Loan
yield
including
adjustment
due
to
accretion
from
fair
value
accounting
4.50%
4.36%
4.36%
4.26%
4.26%
First
Quarter
2018
Investor
Call
M.
Terry
Turner,
President
and
CEO
Harold
R.
Carpenter,
EVP
and
CFO
April
17,
2018
BHG Analyst Meeting 2019
guidanceUploaded 4/9/2026by pdf-importType: presentationPublished 6/15/2019
Content preview
2
Introductions
BHG History & Strategy
Financials
Bank Network
Analytics-Driven Business Model
Marketing
Pinnacle & BHG Partnership
Future Synergies & Opportunities
AGENDA
3
BHG LEADERSHIP
Al Crawford
Chairman / CEO & Original Founder
Al Crawford is a co-founder of BHG and currently serves
as Chairman and Chief Executive Officer. He is responsible
for overseeing all facets of the company and its operations.
For 30 years, Al has expertly coordinated loan/lease sales
and financing between...
Show full content (19,945 chars)
2
Introductions
BHG History & Strategy
Financials
Bank Network
Analytics-Driven Business Model
Marketing
Pinnacle & BHG Partnership
Future Synergies & Opportunities
AGENDA
3
BHG LEADERSHIP
Al Crawford
Chairman / CEO & Original Founder
Al Crawford is a co-founder of BHG and currently serves
as Chairman and Chief Executive Officer. He is responsible
for overseeing all facets of the company and its operations.
For 30 years, Al has expertly coordinated loan/lease sales
and financing between community banks and companies. His
unique passion and excitement for creating financial solutions
shines at BHG. He has facilitated over $5 billion with financial
institutions, including more than 1,000 banks nationwide.
Al provides guidance and mentoring to his Leadership Team,
who he meets with daily. These 13 direct reports are leading
their respective teams, and running the day-to-day operations
of the company alongside Al. Because of his hands-on,
inclusive management style and thirst for knowledge, his
presence in all locations and departments is evident.
In 2012, Al, along with co-founders Bob and Eric Castro,
was named an Ernst & Young Entrepreneur of the Year
for Financial Services. And in 2009, he was one of an elite
10 selected from hundreds of the nation’s top CEOs to be
a member of the Inc. magazine CEO Project.
Al earned his bachelor’s degree from Gettysburg College.
He has held licenses as both a commodities broker (Series 3)
and a stockbroker (Series 7).
Eric Castro
Original Founder
Eric Castro co-founded BHG with a deep passion for
effective leadership and execution. A veteran of the
U.S. Marine Corps, he quickly learned the importance
of a strong leader to guide a motivated group toward
significant accomplishments. Eric has leveraged his
experience and his knowledge to do just that—guide the
team at BHG to break barriers and reach new heights.
Always intrigued by the idea that success is directly
correlated to meaningful human interactions and trust,
Eric is driven to help people realize their full potential,
achieve their goals, and find success in and out of
the boardroom.
Having built and led exceptional teams within corporations,
Eric thrives on mentoring young entrepreneurs and
aspiring business leaders. His fierce belief in putting
quality into every aspect of life has not only helped
shape his perspective and his approach, but also has
skyrocketed BHG into the industry leader that it is today.
4
Juan Carlos Ortigosa
Chief Revenue Officer
As the Chief Revenue Officer, Juan Carlos Ortigosa
defines and maintains the revenue strategy, architects
and integrates the revenue system, and designs and
launches new revenue programs for BHG. Juan’s passion
for excellence drives the company’s growth strategies —
and is underscored by his commitment to creating a
culture of accountability.
Before assuming his current role, Juan served as
Chief Credit Officer and Vice President of Risk
Management at BHG. His contributions during this
time include successfully revamping the company’s
credit model and building the analytics department
from the ground up.
Prior to joining BHG, Juan was Assistant Vice President
of Credit Analytics at BankAtlantic, where he developed
predictive models to estimate delinquency and loan loss,
and managed risk for a $5 billion portfolio.
Juan earned his bachelor’s degree in finance and
management from Florida Atlantic University.
BHG LEADERSHIP
Dan McSherry
Chief Financial Officer
As Chief Financial Officer at BHG, Dan McSherry leads
BHG’s corporate finance and investor relations. He
focuses on financial strategy, corporate investments,
and driving company growth.
Dan joined BHG in 2013 as Senior Vice President of
Analytics, responsible for driving growth and profitability
into the production channel through enhanced data
analysis. He has also served in management roles for
reporting and business intelligence.
Prior to joining BHG, Dan spent four years as an Analyst
at Lockheed Martin Corporation. He has also worked
in the financial services industry, where he spent time
with UBS Financial and Charles Schwab & Co. Dan’s
well-rounded experience also spans sales forecasting,
variance and trend analysis, program budgeting and
risk management.
Dan earned both his bachelor’s degree in Finance and
Economics and his MBA from Syracuse University.
5
Edmund Durant
Chief Accounting & Risk Officer
As Chief Accounting & Risk Officer at BHG, Ed Durant
oversees the company’s Accounting, Finance, and Credit Risk
Management and Risk Modeling. He leads BHG’s accounting
department and policies, and is focused on growing its internal
risk division.
An integral member of BHG since 2003, Ed has held positions
in accounting, documentation, loan placements, credit
underwriting, IT and most prior to his current position—Chief
Financial Officer. He created the original credit matrix scoring
system, the first aggregated loan amortization tracking system,
and the margin calculation—a model to estimate lifetime net
revenue on each individual loan transaction.
Ed was named to Central New York’s 2018 40 Under 40 list,
recognizing leadership in both the workplace and community.
He also received an award from the Business Journal News
Network recognizing private company CFOs.
A contributor to his church and Pass ‘Da Rock, a Syracuse-
based non-profit giving inner-city youth a safe place for
sporting activities, Ed is passionate about charity.
Ed graduated from Colgate University with a bachelor’s
degree in economics.
BHG LEADERSHIP
Chris Panebianco
Chief Marketing Officer
As Chief Marketing Officer for BHG, Chris Panebiancohas
strategically developed a full-service in-house ad agency
originating more than 110,000 loan requests resulting in
over $5 billion in funded transactions to healthcare and
other licensed professionals across the United States.
Prior to joining BHG in 2009, Chris worked at MindCometwith
clients such as Disney, Florida Hospital, ADT, and Peachtree.
He has also served as Director of Marketing for PMC Lending
and Marketing Manager for RideNowPowersports Florida.
Chris started his advertising career with Price McNabb, now
Mower, in Charlotte, NC.
Chris was named to Central New York's 40 Under 40 list,
recognizing leadership in both the workplace and community.
Additionally, he was selected to join Leadership Greater
Syracuse and is a recipient of the CNY Sales and Marketing
Excellence Award.
With social responsibility top of mind, Chris has helped forge
partnerships with nonprofit organizations to further BHG’s
corporate mission of giving back. These organizations include
Operation Smile, Upstate GolisanoChildren’s Hospital, In My
Father’s Kitchen, American Cancer Society, David’s Refuge,
and Vera House.
Chris earned his bachelor’s degree from the University of
North Carolina at Greensboro.
6
BHG LEADERSHIP
Thomas Davis
SVP of Placements
Tom Davis is BHG’s Senior Vice President of Placements
(2015-current). In this role, he has managed BHG’s global
cost of funds and revenue derived from $4.5 billion in
loan sales to a network of more than 1,000 banks. He
also manages the institutional sales force, operations
team and serves as PM for complex sales events. Prior
to this position, Tom served as Lead Analyst for the
Placements department, providing insight into loan sale
methodology, cost, auction trends, bank industry trends
and institutional marketing.
Before joining BHG, Tom was a Senior Analyst at
National Grid providing analysis and contract management
for D-Line construction and service contracts under the
PM&CC group. Prior to National Grid, Tom was Vice President
of Sedgwick Capital Corporation, where he managed
operations related to providing construction and receivables
financing for the resort timeshare industry. At Sedgwick,
he managed accounting, analysis, reporting and contract
management for borrower and source bank financing.
Tom is a veteran of the NY Air National Guard (2002-08)
and received a Bachelor’s from Le Moyne College.
Demonstrated ability to navigate a competitive and robust
market while nurturing a growing and highly profitableplatform
AnnualVolume
(mm):
$25
Al Crawford met brothers
Boband Eric Castro
at aconferenceand,
three weeks later,started
Bankers HealthcareGroup
Al Crawford selectedas
a member of theInc.
magazineCEOProject
BHG owners namedE&Y
Entrepreneurof theYear
forFinancialServices
Opened NYC salesoffice
Surpassed $200mmin
annual loanfundings
Moved into new
Syracuse, NY,
FinancialHeadquarters
Surpassed$1bn
cumulative loanfundings
Received Inc. HirePower
Award for job creation
PartneredwithPinnacle
BanktolaunchBHG
PowerMastercard
®
creditcard
Surpassed $2bn in
cumulative loanfundings
Sold 30%ownership
to PinnacleFinancial
Partners(NASDAQ:
PNFP)
Named #17 Best
MediumWorkplaces
FortuneMagazine
Pinnaclepurchased
an additional 19%share,
increasingstake to49%
Ranked on Inc.5000
for the11
th
time
Surpassed $3bn in
cumulative loanfundings
Launched BHG
PatientLending
Launched BHG Pro
product to other
licensed professionals
Ranked on Inc.5000
for the 12
th
time
Launched FundEx
Solutions Group,1 of14
non-bank SBAlenders
$124
$162
Expanded offerings
tophysical therapists,
physician assistants,
andnursepractitioners
(“OtherMedical”)
$100mmcumulative
loanfundings
Ranked #5 overallon
Inc.magazine’sfastest
growing privatecompanies
$216$301$610$873
$260$456$711
$1.35bn
forecasted
originations
MILESTONES & HISTORY
200120102012201420162018
200520112013201520172019
Provide loans (primarily working capital) to highly-skilled professionals, with a concentration in
healthcare, emphasizing fast, efficient, and responsive customer service
•Marketing platform key to producing lead flow, based on analytics and data
•Direct mail and multiple web-based advertising disciplines
•Trade association involvement
•25%–30% of originations are repeat borrowers (trailing 18 months)
•Dynamic sales force and culture
Underwrite loans pursuant to strict standards using automation to the fullest extent possible
•Multiple credit models –annualized loss rate last 5 years approximates 2.42%
•State-of-the-art loan origination platform
•Risk-based pricing
Sell loans to financial institutions seeking improved yields and commercial/consumer loan growth
•Loans sold via auction platform and direct sales channels
STRATEGY
Over $5 billion in financial solutions provided since inception
•~$2.58 billion outstanding loan portfolio as of 6/30/2019
•On pace to originate $1.35 billion in 2019
•Annualized default/charge off ratio of 2.42% of total portfolio (2014 –2018)
•2018 default/charge off ratio of 2.10%, anticipate 2019 to be 1.98% to 2.57%
Diverse financing network, having sold loans to over 1,000 U.S. banks
•To date, in 2019, sold loans to 461 different banks
•In 2018, sold loans to 460 different banks
Over 500 employees in 3 major locations (Syracuse, Manhattan, Fort Lauderdale)
•Experienced leadership team –average tenure of key leaders 10 years
Key areas of growth for BHG
•35+ analysts on staff with significant depth of experience amongst Fortune 500 companies implanting
performance, production and data analytics
•Continual expansion customer universe –non-medical, highly-skilled professionals
•Diversification of funding channels
•Less reliance on Gain-on-Sale (GOS) model going forward, creating less volatile revenue via interest income
•Patient Lending
BHG TODAY
VOLUME BY YEAR
ORIGINATIONS
FICO BY YEAR
ORIGINATIONS
QUARTERLY
ORIGINATION VOLUME
NEW BUSINESS ORIGINATION GROWTH
TRAILING 24 MONTHS
New BHG origination record
in 9 of last 10 months
(new business only)
MONTHLY –ROLLING 24 MONTHS
BALANCE SHEET REPORT
FISCAL YEAR (MILLIONS)
2014 –2019 RESULTS
2019YTD a/o 6/30/19
2014 –2019 YTD performance in $millions
Assets
Liabilities
Equity
Revenue
Net Income
REVENUES
6/30/19
(Millions)
Loan Sales$152
Loan origination fees$42
Interest and dividend income$34
Other income$10
Total revenue$239
EXPENSES
6/30/19
(Millions)
Salaries and employee benefits$51
Advertising expense$22
Amortization expense$3
Secured borrowing and portfolio expense$10
Provision for loan losses$4
Others$19
Total expenses$109
Total net income$130
JUNE 30, 2019 FISCAL YTD
STATEMENT OF INCOME
ASSETS
6/30/19
(Millions)
Cash and cash equivalents$105
Interest receivables at fair value$5
Loans, net of allowance for losses$269
Loans held for sale$196
Premises and equipment$8
Accounts receivable$12
Other Assets$12
Total assets$607
LIABILITIES
6/30/19
(Millions)
Recourse obligation$100
Borrower reimbursable fee$46
Secured borrowing$218
Notes payable$47
Accrued stockholders' distribution$5
Accrued compensation$12
Accrued expenses and other liabilities$23
Total liabilities$451
Total stockholders equity$155
JUNE 30, 2019 FISCAL YTD
STATEMENT OF INCOME
MARKET TREND VS PRIME & UST 5 & 7
BANK SALES
•1,020+ customer banks as of August2019
•Banks from every year of BHG’s business
(’01-’19) are buying from BHGtoday
•Exceptional purchasedepth
•Appetite for new product andconcepts
•BHG is a consistent loan sourcewith
average daily loan sales:
2016 |$2,500,000
2017| $2,900,000
2018 | $3,900,000
2019 | $5,900,000
Immediate BHG support team:
Sales Representatives (8)
Portfolio Managers & Associates (7)
Placements (9)
1,020+ BANKS
•Executed Master Agreement = Order
•$5.9MM AVERAGE daily sales pace via auction
& direct offers
•Auction ‘win’provides SAME-DAY closing docs
•DIRECT OFFER typically allows for 48-72 hour review
•Purchase wires expected < 48 HOURS from signed closing
•SECUREwebsites utilized for review and sale documentation
oBHGBanks.com& DocuSign.com
201720182019
Number of banks in network8029051,026
Current year buyers367402461
Average buyer assets
1
(in millions)
$1,085$1,095$983
Sale rate (bank yield)
2
5.045.165.37
BHG team
(bank sales & ops)
192123
LOAN PURCHASING
1
FDIC financial data dated 3/31/19
2
Loans sold at a premium
BHGBANKS.COM
All loan sales conducted through online platform
BHG NAMEDAILY AUCTIONMARKETPLACESILENT AUCTIONDIRECT PLACEMENTJOINT VENTURE (JV)
SPECIAL PURPOSE
VEHICLE (SPV)
ConceptTypically 15–20
loans auctioned
per day. Banks are
given ~30 hours to
review loans.
Banks can bid as
many times as
needed.
“Buy Now”
option.
SA’s often run
weekly. Submit
“best bid”concept
with 3–4 days to
review.
Generally3 –5
loans that are~$300
–$800k in size.
Sale reps call
bank directly and
offerterms.
Option forbanks
who are not
successful on the
auctionor to walk
a bank through
first purchase.
Shared risk and
shared yield
structure that is
negotiated.
Volume delivery
$5 –$25mm+.
Bankruptcy-remote
special purpose
vehicle that is wholly
owned (directly or
indirectly) by BHG
—allowing for Bank
participation into a
pool of loans
Loan sold atPremiumPremiumPremiumPremiumPar
90 –95%
Advance Rate
Time
Ends at 3:00pm EST
Opens at 3:01pm
EST
Ends at 12:00pm EST48–72 hour review
Flexible given loan
pool size
Flexible
% of
2019 sales
33%19%5%32%11%TBD / in design
CORPORATE
BANK SALES
At BHG’s option and upon appropriate notification and BHG Board approval –BHG may opt
to (BHG’s decision, not bank’s) substitute a delinquent loan from purchasing bank after the
loan reaches 90 days past due
BHG COLLECTIONS
•Extremely fast collections process
•85% of kickbacks/missed payments collected in first 30 days
•Initial collections performed by in-house team
•1
st
Day: Contact borrower
•5
th
Day: Certified mail demand letter sent to debtor
•15
th
Day: Fed-Ex lawsuit
•60
th
Day: Lawsuit is filed or file is transferred to a third-party collections company
The key to keeping liquidity in the bank network
SUBSTITUTIONS & COLLECTIONS
DATA & ANALYTICS
The Data & Analytics team supports the entire BHG funding platform from start to finish, and has been the
recipient of repeated positive feedback from bank examiners / regulators who say BHG’s analytics are far
superior to that of traditional lenders.
PREDICTIVE ANALYTICS
Marketing Acquisition Model
Lead Distribution Model
Credit Underwriting Model
Margin Model
PRODUCTION ANALYTICS
Marketing
Sales
Closing
Funding
Collections
Other products
DATA MANAGEMENT
External data
(demographic, geographic,
credit profile)
Multiple data vendors
Data warehouse
DATA-DRIVEN DECISION-MAKING
MITIGATE RISK
MONTHLY
PERFORMANCE
REVIEW
RISK-BASED
PRICING
STAY ON TOP
OF TRENDS
ADJUSTMENTS TO
CREDIT MODEL
PERFORMANCE
TRACKING
COACHING &
DEVELOPMENT
SCORECARD DEVELOPMENT PROCESS
OVERRIDE
LOANAMOUNT
APR%MINIMUM
PRICING
RISKGRADES
& MONITOR
UNDERWRITING DECISIONS
CMSistheinternalrisk
scorethatbetterquantifiesrisk
Underwritersgaina
betterunderstanding
ofcontributing
factors andwhy
Overlay with
customer’s ability
to pay (DTI) andLTI
to differentiate
theloan amount
Represents an enhanced
opportunityforupsellin
thefuture
Overrides CMS
and otherfactors
Assigntotheappropriate
authoritylevel
Risk-based minimum
pricingisdriven
byCMS
CMS risk ranking
based ontheportfolio
limit, loss limit,and
targetrate
Ability to adjust
creditpolicyin
a timelymanner
CMS
is statistically
sound,
model-driven
riskscore
UNDERWRITING
BHG CREDIT MATRIX SCORE (CMS)
BY RISK GRADE
Red cells indicate where annual loss targets were exceeded
LOSS RATIOS
RISK
GRADE
201220132014201520162017201820192012 –2017
A
B
C
D
E
F
TOTAL
Ratio of annualized charge off to annual loss target
Above loss targetAt loss targetBelow loss target
14 MILLION
MARKETABLE
UNIVERSE
ORIGINATION & HISTORICAL PERFORMANCE
VENDOR REFRESHMARKETING
ACQUISITION
MODEL
MAIL PLAN
Credit profile info prescreen
Address quality
Customer info update
MKT –POINT IN TIME LEAD FLOW
JANUARY TO JULY
By marketing method year over year
Marketing Method2017201820192019 vs 2018 VAR%
Mail
24,774 26,117 42,051 61%
Digital Marketing
3,550 3,779 9,987 164%
Others
2,468 3,186 3,953 24%
Grand total
30,79233,082 55,991 69%
Q1 2019 PERFORMANCE
QUARTER OVER QUARTER LEAD FLOW
HISTORY OF PARTNERSHIP
JV program launch
(50/50 loss share)
1% plus ½ of coupon
Credit card JMA
launched –standard
card programs under
CARD Act
Consumer program
launched (loans closed
on Pinnacle paper and
then redirected to the
BHG Sales conduit)
Patient Lending
–early stage
launched
Patient lending
version 2.0
launched
JV –AF program
launch –(same as
JV but state specific)
First loans
purchased $5mm
allocation
20122014
2018
2011201320172019
30% of BHG purchased
–$75mm
2015
19% of BHG
purchased –$114mm
2016
JOINT MARKETING CREDIT CARD
Marketing / sales
Collections
Program management
Third-party expenses
Charge-offs
Underwriting
Customer service
Compliance
Funding
(Pinnacle owned loans)
SHARED RESPONSIBILITIES
PROFITS
50/50 distributed
quarterly
JOINT MARKETING CREDIT CARD
Actual
Projected
End of period balances (in millions)
$0
$20
$40
$60
$80
$100
$120
$140
FUTURE SYNERGIES & OPPORTUNITIES
LOAN PROGRAM EXPANSION
•Patient lending opportunities with Pinnacle providing clearing
services to participating banks (projected 2019)
•Credit card program expanded to white label and clearing
services to other banks (potentially 2020)
•Agent bank programs white label with revenue shares
(potentially 2020)
FUTURE SYNERGIES & OPPORTUNITIES
BHG BANKING
Powered by Pinnacle
Leverage loan relationships to provide full suite of banking products to
healthcare professionals (under review 6 –12 month ramp up)
•Funding account for new loans
•Operating account bundled product
•Personal account services
•Money market and savings account
•Health Savings Account
FUTURE SYNERGIES & OPPORTUNITIES
BHG BANKING v2
Offer a suite of wealth management product and services
•Brokerage services
•Insurance services
•Practice valuation services
•More complex retirement offerings
•Trust services
CLOSING REMARKS
TERRY TURNER, President & CEO, PNFP
4q20 Earnings Call v1
guidanceUploaded 4/9/2026by pdf-importType: presentationPublished 12/15/2020
Content preview
Investor Call
FOURTH QUARTER 2020
M. TERRY TURNER, PRESIDENT AND CEO
HAROLD R. CARPENTER, EVP AND CFO
TIM HUESTIS, EVP AND CHIEF CREDIT OFFICER
January 20, 2021
Time: 8:30 AM CST
Webcast: www.pnfp.com(investor relations)
Audio only: 877-602-7944
Safe Harbor Statements
Forward Looking Statements
All statements, other than statements of historical fact, included in this press presentation, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 19...
Show full content (71,318 chars)
Investor Call
FOURTH QUARTER 2020
M. TERRY TURNER, PRESIDENT AND CEO
HAROLD R. CARPENTER, EVP AND CFO
TIM HUESTIS, EVP AND CHIEF CREDIT OFFICER
January 20, 2021
Time: 8:30 AM CST
Webcast: www.pnfp.com(investor relations)
Audio only: 877-602-7944
Safe Harbor Statements
Forward Looking Statements
All statements, other than statements of historical fact, included in this press presentation, 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," "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 thestatements, including, but not limited to:(i) further deterioration in the financial
condition of borrowers of Pinnacle Bank and its subsidiaries or 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'sand its customers' business, results of operations, asset quality and financial condition; (iii) the speed with which the COVID-19 vaccines can be widely distributed, those vaccines efficacy against the virus
and public acceptance of the vaccines; (iv) 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; (v) the inability of Pinnacle Financial, or entities in which it has significant investments, like BHG, to maintainthe long-term historical growth rate of its, or such entities', loan portfolio; (vi) changes in loan
underwriting, credit review or loss reserve policies associated with economic conditions, examination conclusions, or regulatorydevelopments; (vii) effectiveness of Pinnacle Financial'sasset management activities
in improving, resolving or liquidating lower-quality assets; (viii) the impact of competition with other financial institutions,including pricing pressures and the resulting impact on Pinnacle Financial’sresults,
including as a result of compression to net interest margin; (ix) adverse conditions in the national or local economies including in Pinnacle Financial'smarkets throughout Tennessee, North Carolina, South Carolina,
Georgia and Virginia,particularly in commercial and residential real estate markets; (x) 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; (xi) the results of regulatory examinations; (xii)
Pinnacle Financial'sability to identify potential candidates for, consummate, and achieve synergies from, potential future acquisitions; (xiii) difficulties and delays in integrating acquired businesses or fully realizing
costs savings and other benefits from acquisitions; (xiv) BHG's ability to profitably grow its business and successfully executeon its business plans; (xv) risks of expansion into new geographic or product markets;
(xvi) any matter that would cause Pinnacle Financial to conclude that there was impairment of any asset, including goodwill or other intangible assets; (xvii) the ineffectiveness of Pinnacle Bank's hedging strategies,
or the unexpected counterparty failure or hedge failure of the underlying hedges; (xviii) 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; (xix) deterioration in the valuation of other
real estate owned and increased expenses associated therewith; (xx) 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; (xxi) approval of the declaration of any dividend by Pinnacle Financial'sboard of directors; (xxii) 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; (xxiii) 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;(xxiv) 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; (xxv) changes in state and federal legislation, regulations or policies applicable to banks and other financial service providers, like BHG, including regulatory or legislative developments;
(xxvi) the availability of and access to capital; (xxvii) 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 (xxviii)
general competitive, economic, political and market conditions. Additional factors which could affect the forward lookingstatements can be found in Pinnacle Financial'sAnnual Report on Form 10-K, Quarterly
Reports on Form 10-Q, 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 press presentation, which speak only as of the date hereof, whether as a result of new information, future events or otherwise.
2
Safe Harbor Statements
Non-GAAP Financial Matters
This presentation contains certain non-GAAP financial measures, including, without limitation, earnings per diluted common share, efficiency ratio, adjusted PPNR and the ratio of noninterest expense to
average assets, excluding in certain instances the impact of expenses related to other real estate owned, gains or losses on sale of investment securities, the charges associated with Pinnacle Financial's
branch rationalization project, FHLB restructuring charges, hedge termination charges, the sale of the remaining portion of Pinnacle Bank's non-prime automobile portfolio and other matters for the
accounting periods presented. This presentation also includes non-GAAP financial measures which exclude the impact of loans originated under the PPP. This presentation may also contain certain other
non-GAAP capital ratios and performance measures that exclude the impact of goodwill and core deposit intangibles associated with Pinnacle Financial'sacquisitions of BNC, Avenue Bank, Magna Bank,
CapitalMarkBank & Trust, Mid-America Bancshares, Inc., Cavalry Bancorp, Inc. and other acquisitions which collectively are less material to the non-GAAP measure as well as the impact of Pinnacle
Financial'sSeries B Preferred Stock. The presentation of the non-GAAP financial information is not intended to be considered in isolation or as a substitute for any measure prepared in accordance with
GAAP. Because non-GAAP financial measures presented in this presentation are not measurements determined in accordance with GAAP and are susceptible to varying calculations, these non-GAAP
financial measures, as presented, may not be comparable to other similarly titled measures presented by other companies. Pinnacle Financial believes that these non-GAAP financial measures facilitate
making period-to-period comparisons and are meaningful indications of its operating performance. In addition, because intangibleassets such as goodwill and the core deposit intangible, and the other
items excluded each vary extensively from company to company, Pinnacle Financial believes that the presentation of this information allows investors to more easily compare Pinnacle Financial'sresults
to the results of other companies. Pinnacle Financial'smanagement utilizes this non-GAAP financial information to compare Pinnacle Financial'soperating performance for 2020 versus certain periods in
2019 and to internally prepared projections.
3
4Q20 Financial Information
Despite the difficult operating environment, the key success measures of asset
quality, core deposit growth, fee income growth, pre-provision net revenue growth
and tangible book value accretion remained very strong this quarter.
4Q20 Summary Results of Key GAAPMeasures
5
Total Revenues
FD EPS
Book Value per Common Share
Net Income Available to
Common Shareholders
Total Deposits
(millions)
Total Loans
(millions)
NPA/ Loans & OREO
Classified Asset Ratio
NCOs
$8,450
$15,633
$17,708
$19,788
$22,425
Total Loans
(millions)
$20.06
$23.71
$27.27
$32.45
$37.25
Tangible Book Value per Common Share**
$60,743
$115,866
$131,002
$123,900
$157,561
Adjusted Pre-Tax Pre-Provision
Net Income*
(millions)
$0.83
$0.97
$1.26
$1.27
$1.58
FD EPS*
CAGR 13.7%
$119,761
$219,484
$249,780
$253,566
$304,429
Total Revenues
CAGR 20.5%
NCOs
Classified Asset Ratio
NPA/ Loans & OREO
$7,835
$14,838
$16,489
$17,617
$23,511
Total Core Deposits
(millions)
4Q20 Summary Results of Key Non-GAAPMeasures
6
*: excluding merger-related charges, gains and losses on sales of investment securities, ORE expense (income), loss on sale of non-prime automobile portfolio, branch rationalization charges, FHLB restructuring charges, hedge termination charges and
revaluation of deferred tax assets
**: excluding goodwill, core deposit and other intangible assets
Note: For a reconciliation of these Non-GAAP financial measures to the comparable GAAP measures, see slides 58-59.
CAGR 21.6%
CAGR 24.6%
CAGR 13.2%
CAGR 21.0%
PNFP Had AnnualizedLoan Growth of 8% in 4Q20
Loan growth was up in 4Q20 and we remain optimistic regarding future loan growth from recent hires
$8,558
$9,817
$15,017
$15,520
$15,957
$16,730
$17,259
$17,630
$17,938
$18,611
$19,217
$19,600
$20,009
$22,257
$22,493
$22,525
4.49%
4.20%
3.20%
3.40%
3.60%
3.80%
4.00%
4.20%
4.40%
4.60%
4.80%
5.00%
5.20%
5.40%
$2,000
$4,000
$6,000
$8,000
$10,000
$12,000
$14,000
$16,000
$18,000
$20,000
$22,000
$24,000
Loan Yields
Average Loans
(millions)
7
14.2%
14.6%
18.7%
13.3%
11.7%
4.2%
9.1%
0.0%
4.0%
8.0%
12.0%
16.0%
20.0%
Annual Organic Loan Growth
(excludes Day 1 merger impact)
Impact of PPPOrganic Growth
Average Loan Growth
Rate IndexEnd-of-PeriodWeighted Average Coupon
As a % of
Total
Portfolio
New Loans Weighted Average Coupon for the Quarter
At Dec. 31,
2019
At Sep. 30,
2020
At Dec. 31,
2020
YOY Change4Q193Q204Q20
Origination
Mix 4Q20
LIBOR4.15%2.84%2.87%(1.28)%37.6%4.13%3.13%3.07%38.8%
1-MO LIBOR1.76%0.15%0.14%(1.62)%1.79%0.16%0.15%
Prime4.99%3.82%3.77%(1.22)%15.6%4.97%3.96%3.89%17.5%
FFS target1.75%0.25%0.25%(1.50)%1.83%0.25%0.25%
Fixedrate4.51%4.31%4.23%(0.28)%42.3%4.28%4.08%3.84%40.2%
5-YR UST1.69%0.28%0.36%(1.33)%1.62%0.27%0.37%
4Q20 Loan Highlights
•Year over year loan growth of 4.2% ex-PPP
•4Q20 portfolio yield up 16bp to 4.20%
•Portfolio yield ex-PPP -2bp to 4.16%
•New LIBOR/Prime spreads stable; aided by
loan floor emphasis
•62.3% of loans with floating or variable rates
carry a floor
•Estimate high-single digit percentage loan
growth in 2021, excluding impact of PPP
paydowns or any new loans funded under new
2021 PPP program
8
PPP Program is a Differentiator for Pinnacle
Pinnacle hopes to replicate its previous success on PPP
PPP Trends
$(000’s)
Average
Balances
Aggregate
Yield
Interest
Income
Accretion
Income
Total
Revenues
2Q20$ 1,689,0332.89%$ 4,673$ 7,449$ 12,122
3Q20$ 2,235,2772.77%$ 5,795$ 9,760$ 15,555
4Q20$ 2,111,2824.64%$5,223$ 19,421$ 24,644
•In support of our client base
•Approximately 15,000 applications and $2.5B in funding from 2020 PPP program
•Fees from PPP programs amortized over the life of the loan
•Unamortized fees of $40.7 mm atDecember 31, 2020 to be recognized upon payoff or forgiveness of loan
•As to the 2021 PPP round, we are prepared to meet the credit needs of our clients in support of these SBA programs.
•Targeting specific clients for 2021 round of PPP and intend to be very active
•Forgiveness activity is beginning to increase
•As of year-end, just over 5,600 applications amounting to $953.8 mm of borrowers have initiated forgiveness process
•As of Dec. 31, 2020, 3,000 applications amounting to $460.1 mm have been approved for forgiveness by the SBA
•We’ve recognized almost 50% of our anticipated fee revenue from the first round of PPP, remaining fees will be
recognized over next 18 months or so
9
16.3%
11.8%
16.9%
14.6%
7.1%
37.3%
0.0%
5.0%
10.0%
15.0%
20.0%
25.0%
30.0%
35.0%
40.0%
Annual Organic Deposit Growth
(excludes Day 1 merger impact)
Balance Sheet Growth was Driven by Outsized Deposit Inflows
Deposit growth continues to outperform expectations
$9,099
$10,394
$15,828
$16,092
$16,281
$16,949
$18,113
$18,368
$18,358
$18,865
$19,778
$20,079
$20,680
$24,807
$26,352
$27,193
0.25%
0.33%
0.00%
0.30%
0.60%
0.90%
1.20%
1.50%
1.80%
2.10%
2.40%
2.70%
$-
$2,000
$4,000
$6,000
$8,000
$10,000
$12,000
$14,000
$16,000
$18,000
$20,000
$22,000
$24,000
$26,000
$28,000
Average Deposits
Average Deposit Growth
Avg. DepositsEOP FFS TargetCost of Deposits
Deposit Growth Rates
Deposit RateTranches
Jun. 30,
2019
EOP Rates
Sep. 30,
2020
EOP Rates
Dec. 31,
2020
EOP Rates
Jun. 19 -
Dec. 20
Changein
EOP rates
Deposit Beta
(*)
Dec. 31, 2020
% of Totals
Noninterestbearing---------------26.7%
Interest-bearing:
Rate sheet
0.20%0.08%0.08%(0.12)%5.3%14.0%
Negotiated
1.66%0.35%0.30%(1.36)%60.4%34.7%
Indexed
2.43%0.29%0.28%(2.15)%95.6%11.9%
CDs
2.32%1.34%1.10%(1.22)%54.2%12.7%
TotalIBD
1.66%0.50%0.39%(1.27)%56.4%73.3%
Total
1.28%0.37%0.29%(0.99)%44.1%100.0%
4Q20 Deposit Highlights
•Annualized growth of 17.5% for total deposits
•Annualized growth of 27.3% for core deposits
•Annualized growth of 19.4% for NIB DDA
•Reduced interest-bearing deposit costs 13bps from 3Q20
•Targeting a near-term total deposit rate of < 0.25%
(*) Calculated based on Fed funds rate of 2.25% atJune 30, 2019 and 0% at Dec. 31, 2020
Our Liquidity Ramp has Impacted NIM
Wholesale funding changesand rebound in loan demand should reduce elevated liquidity
4Q20 Liquidity Highlights
•Strong deposit growth and PPP forgiveness/payoff activity kept liquidity
levels high throughout 4Q20
•Average FFS & IB cash balances increased to 11.3% of earning assets
from 2.4% in 4Q19
•Projected 2021 wholesale funding run-off should reduce liquidity levels
($2.2 billion, 0.68% avg. cost), offset by continued
forgiveness/paydowns from PPP program
•During 4Q20, redeemed $200.0 mm in FHLB borrowings at a 2.09% rate
a prepayment penalty of $10.3 mm and eliminated a future starting cash
flow hedge of $99mm at a loss of $4.7 mm
•Deploying excess liquidity is key to closing gap between reported and
adjusted NIM
3.35%
3.28%
2.87%
2.82%
2.97%
3.19%
3.22%
3.26%
2.70%
2.80%
2.90%
3.00%
3.10%
3.20%
3.30%
3.40%
4Q191Q202Q203Q204Q20
Reported NIM vs. Adjusted NIM
NIM (GAAP)NIM (Adjusted)*
*Adjusted NIM excludes the impact of liquidity build and the PPP lending programs as shown on slide 8. See slides 51-53
for a reconciliation of reported NIM to adjusted NIM.
0.00%
0.50%
1.00%
1.50%
2.00%
2.50%
$0
$500
$1,000
$1,500
$2,000
$2,500
$3,000
$3,500
$4,000
3Q184Q181Q192Q193Q194Q191Q202Q203Q204Q20
Average Quarterly Yield
Average Balances ($ in millions)
Quarterly Avg. FFS and IB Cash
Avg. FFS & IB CashYield
10
$500
$998
$1,047
$38
$150
2.07%
0.72%
0.54%
1.53%
1.14%
0.00%
0.25%
0.50%
0.75%
1.00%
1.25%
1.50%
1.75%
2.00%
2.25%
$0
$200
$400
$600
$800
$1,000
$1,200
4Q201Q212Q213Q214Q21
Average Quarterly Yield
Balances ($ in millions)
Projected Wholesale Funding Changes
Projected Funding RunoffWtd. Avg. Cost
**:Excluding gains and losses on sales of investment securities. For a reconciliation of these Non-GAAP financial measures to the comparable GAAP measures, see slides 58-59.
^: Excluding the impact of PPP loans on average assets
11
PNFP Grew Fees at a Double-Digit Percentages Pace YOY
Mortgage, BHG and other fee areas provided for substantial growth
4Q203Q204Q19
Year-over-Year
Change Rate
Service charges
$8,486$9,854
$9,094
(6.7%)
Investment services
7,5936,734
6,581
15.4%
Insurance commissions
2,3002,284
2,017
14.0%
Gain on mortgage loans sold, net
12,38719,453
6,044
104.9%
Investment gains and losses, net-65168
NM
Trust fees4,3823,9863,835
14.3%
Income from equity method investment (BHG)24,29426,44512,312
97.3%
Other:
Interchange and other consumer fees11,73210,9329,959
17.8%
Bank-owned life insurance4,8494,5574,508
7.6%
Loan swap fees1,402365947
48.0%
SBA loans sales 1,8281,4692,020
(9.5%)
Gains on other equity investments1,064460591
80.0%
Other3,1273,8751,486
110.4%
Total noninterest income$83,444$91,065$59,462
40.3%
Noninterest income/Average Assets0.96%1.07%0.85%
12.9%
Noninterest income**$83,444$90,414$59,394
40.5%
Noninterest Income**/Total Average Assets0.96%1.06%0.85%
12.9%
Noninterest Income**/Total Average Assets^1.03%1.14%0.85%
21.2%
4Q20 vs. 4Q19
•Service charge income decreased in 4Q20 due to a decrease
in NSF and increase in service charge refunds during the
period
•Wealth management fees are up nearly 15% attributable to
additional revenue producers, market volatility and the
attractive markets in which we operate
•Mortgage originations are up almost 105% due to favorable
interest rate environment, significant growth in revenue
producers and strong housing in markets in which we operate
•Income from BHG up nearly $12.0 million from increased
business flows and balance sheet growth
•Interchange and other consumer fees are up roughly 18% due
to increased card utilization between the periods
•Other noninterest income up due to increases in the cash
surrender value and policy benefits from the firm’s bank-
owned life insurance policies and loan syndication fees
*:Excluding the impact of ORE expense and FHLB restructuring charges and hedge termination charges
**: Excluding the impact of ORE expense, securities gains and losses, net, FHLB restructuring charges and hedge termination charges.
For a reconciliation of these Non-GAAP financial measures to the comparable GAAP measures, see slide 58-59.
12
4Q203Q204Q19
Year-over-Year
Growth %
Salaries and employee benefits: Salaries$54,390$54,331$48,79511.5%
Commissions4,1923,8923,79610.4%
Cash and equity incentives 18,09619,67717,0696.0%
Employee benefits and other13,33512,20311,78413.2%
Total salaries and benefits$90,013$90,103$81,44410.5%
Equipment and occupancy23,84921,62221,05913.2%
Other real estate owned, net1,4571,79580481.2%
Marketing and related expense2,9792,3214,298(30.7%)
Postage and supplies1,9981,7612,407(17.0%)
Amortization of intangibles2,3772,4172,896(17.9%)
Other noninterest expense:
Deposit related expense7,4436,0352,828163.2%
Lending related expense10,7267,5146,80357.7%
Wealth management expense48251342014.8%
Other noninterest expense21,98110,1967,511192.7%
Total$40,632$24,258$17,562131.4%
Total noninterest expense$163,305$144,277$130,47025.2%
Efficiency ratio53.6%48.5%51.4%4.3%
Expense/Total Average Assets1.89%1.70%1.88%0.5%
Noninterest expense *$146,868$140,491$129,66613.3%
Efficiency ratio **48.2%47.3%51.1%(5.7%)
Noninterest Expense*/Total Average Assets1.70%1.65%1.86%(8.6%)
Headcount (FTE)2,634.02,596.52,487.05.9%
4Q20 vs. 4Q19
•4Q20 headcount up 147 FTEs compared to 4Q19. Headcount
up more than 37 FTEs at year end from prior quarter
•Incentive accruals for annual cash incentive plan increased
to account for incremental award
•Deposit related costs up in 2020 due in large part to
increased FDIC assessment costs primarily due to the firm’s
increased asset base
•Lending related costs up in 2020 due to impact of CECL on
off-balance sheet reserves, which were $12.6 mm higher in
2020 compared to 2019
•Other noninterest expense increasedue primarily to $10.3
mm in FHLB restructuring charges and $4.7 mm hedge
termination charges offset in part by declines in consultant
and other professional fees and unused line fees
Expenses Were In-line with Expectation for 4Q and YTD 2020
Growth in expenses was largely the result of balance sheet restructuring charges
•Share Buy Back Program –
•Last transaction on March 19, 2020
•Previous plan expired Dec. 31, 2020 with $67.2 million unused
•Board authorized a $125.0 million plan on January 19, 2021 through March 31, 2022
Several Capital Initiatives are Planned to Return in 2021
Tangible book value per share growth remains our focus, but other capital initiatives will be considered
•Subordinated Indebtedness –
•$130 million of bank-level subordinated debt became eligible for redemption beginning
July 2020. Evaluating possible redemption of these notes later in 2021 –rate of 3.3% at
Dec. 31, 2020
•$120 million of parent company subordinated debt will become eligible for redemption
beginning November 15, 2021. Evaluating possible redemption of these notes in 4Q21 –
rate of 5.25% at Dec. 31, 2020
•Dividends –
•Board approved an increase in quarterly common shareholder dividend from $0.16 per
share to $0.18 per share beginning 1Q 2021
•Tangible Book Value Growth –
•Tangible book value per share up 57.1% since Y/E 2017
•Peer group median TBV per share growth from Y/E 2017 through 3Q20 is 37%, 75
th
percentile growth is 47%
$18.75
$20.06
$23.71
$27.27
$32.45
$37.25
Tangible Book Value per Common Share**
14.9%
18.2%
15.0%
19.0%
14.8%
2016
2017
2018
2019
2020
Focused growth in TBV per share
**: excluding goodwill, core deposit and other intangible assets
Note: For a reconciliation of these Non-GAAP financial measures to the comparable GAAP measures, see slides 58-59.
13
PNFP is Gaining Optimism about 2021
The results of the pandemic are not completely known, but we are confident in our model
2021 Outlook –as of January 19, 2021
Average Loan Growth
•Hiring successes over last two years provide a reasonable basis for our high-single digit loan growth outlook in 2021,
excluding impact of PPP paydowns or any new loans from new round of PPP.
•Impacting our loan growth outlook in 2021 will be the paydown/forgiveness rate of the current PPP program as well as
the robustness of the new PPP program in which we intend to be very engaged.
Average DepositGrowth
•Anticipate mid-single digit deposit growth in 2021. Significant on-balance sheet liquidity should assist to reduce deposit
costs in 2021 to less than our estimated 25 bps. We will be intentional about reducing our deposit costs, primarily with
reduced wholesale funding but also through ongoing discussions with our deposit base.
•Will continue to develop various core deposit initiatives as we continue to seek strong growth in core deposits over time
TangibleCommon Equity
•Anticipate TCEto be within our longer-term operating range of 8.75% to 9.75% as liquidity build becomes less impactful.
Net interest income
•Our bias is that our core margin should be flat to up as our balance sheet expands and deposit rates decline further.
•Our planning assumption is high-single digit growth in net interest income.
Fee income
•We will strive to offset potential decline in mortgage revenues by expansion in other fee segments.
•High-single digit growth in BHG revenues anticipated in 2021
Expenses
•We intend to be aggressive with recruiting the best financial advisors in our markets which will require increased
infrastructure support.
•Incentives should return to a more normalized run rate from 2020 reductions.
•We believe we continue to have opportunities to improve our operating leverage in 2021.
Net Charge offs
•Loss content in our loan portfolio should be very manageable as we begin 2021.
•Our relationship managers and senior credit officers have effectively re-underwritten the entire commercial portfolio
over the last 6-9 months which provides us great confidence as to our client selection processes
14
Bankers’ Healthcare Group
BHG’s differentiated model has proven very resilient with continued strong originations,
loan sales and yield/spread premium. The gain on sale model continues to provide
meaningful pre-provision net revenue to BHG and to Pinnacle. Capital and reserve levels
support a very sound balance sheet. BHG expects a second securitization in early 2021
consistent with its desire to convert a greater portion of its revenues to spread income.
16
Gain on Sale Model Drives Outperformance
•4Q20 was the highest origination quarter
in the history of BHG.
•Spreads have been resilient for several
years in spite ofinterest rate curve
fluctuations.
•BHG’s vast bank funding platform has
proven to be extremely reliable with ready
liquidity to acquire BHG loans and
differentiating BHG from other online
lenders
Source: BHG Internal Data
The Pandemic Served to Validate the PNFP/BHG Model
BHG continues to originate loans at record levels while maintaining yields
$206
$205
$232
$242
$302
$362
$396
$388
$429
$375
$452
$528
$178
$181
$227
$200
$205
$325
$327
$230
$381
$387
$400
$388
14.4%
13.9%
14.4%
15.8%
14.6%
14.6%
14.5%
13.8%
15.8%
14.2%
14.4%
13.8%
5.2%
5.1%
5.2%
5.7%
5.4%
5.3%
5.3%
5.1%
5.2%
5.6%
4.9%
4.3%
0.0%
3.0%
6.0%
9.0%
12.0%
15.0%
18.0%
$0
$100
$200
$300
$400
$500
$600
1Q182Q183Q184Q181Q192Q193Q194Q191Q202Q203Q204Q20
OriginationsPlacementsBorrower CouponBank Buy Rate
-
200
400
600
800
0
500
1,000
1,500
2017201820192020
Bank Network Trends
Total Banks in NetworkUnique Buyers
17
•FICO scores continue to reflect a high caliber borrower base
•Average FICO scores of 738 at origination for loans outstanding at
Dec 31, 2020.
•Historical credit results indicate that 70% of losses occur
within first 36 months of origination
•Data is through December 31, 2020; thus 2019
information includes 24 months of history. Steady
improvement in credit over past 7-8 years.
BHG Credit Quality Continues to Impress
Sophisticated credit scoring models produce impressive results
Historical FICO Scores
Source: BHG Internal Data
The Pandemic Served to Validate the PNFP/BHG Model
Vintage analysis demonstrates continuous improvement in portfolio performance
0%10%20%30%40%50%60%70%80%90%100%
2020
2019
2018
2017
2016
2015
2014
2013
2012
2011
2010
2009
2008
2007
2006
2005
2004
2003
2002
2001
<650650-699700-749750-799>800
18
•Recourse obligation reserves increased to
7.64% of total loans outstanding (loans
off-balance sheet) of >$3.6B
•BHG has been able to build reserves while
maintaining its historically strong
profitability
BHG Credit Quality Continues to Impress
Sophisticated credit scoring models produce impressive results
Historical Charge Offs and Reserves
(Green Bars –Balance of loans in bank network, $s in millions)
Source: BHG Internal Data
The Pandemic Served to Validate the PNFP/BHG Model
Recourse obligation reserve build was maintained in 4Q20
4.04%
3.31%
3.28%
2.40%
3.66%
4.55%
4.17%
3.64%
4.26%
4.20%
3.79%
3.73%
3.22%
3.74%
4.56%
4.71%
4.62%
7.64%
$-
$500
$1,000
$1,500
$2,000
$2,500
$3,000
$3,500
$4,000
0.00%
1.00%
2.00%
3.00%
4.00%
5.00%
6.00%
7.00%
8.00%
201220132014201520162017201820192020
Total Ending Balance at outside banks only ($millions)Loss as a % of outstanding
Recourse Obligation as a % of Outstanding
4.61%
6.43%
7.25%
7.43%
7.64%
0.00%
2.00%
4.00%
6.00%
8.00%
4Q191Q202Q203Q204Q20
2020 Quarterly Recourse
Obligation Reserves
19
The Pandemic Served to Validate the PNFP/BHG Model
BHG believes its unique model is outperforming other online lenders by a wide margin
Big Year at BHG
•Balance sheet continues to grow in a sound
manner
•Closed a $160mm securitization in 3Q20.
Anticipate a second securitization in early
2021. First commercial or consumer loan
transaction to be rated ‘AA’ by Kroll on the
inaugural issuance. Creates a sustainable
revenue stream and diversifies away from
gain on sale
•Equity and reserves keep pace with loan
growth.
•Cash balances at substantial levels to support
growth.
•Earnings growth in 2018 and 2019 average 54%
percent, pre-Pandemic. Anticipate high-single digit
earnings growth in 2021
$0
$200,000
$400,000
$600,000
$800,000
$1,000,000
$1,200,000
2017201820192020
BHG On-Balance Sheet Volumes
Cash
Loans
Borrowings
Equity and Reserves
$0
$50,000
$100,000
$150,000
$200,000
2017201820192020
BHG Net Earnings
COVID-19 and our Borrowers
All borrowers have been impacted by COVID-19 to some extent. It seems apparent that
segments like hotels, restaurants, retail and entertainment have been most impacted by the
loss of revenue from the national and local attempts to contain its spread. But it appears
the stimulus has been effective to date as asset quality metrics remain stable through 4Q20
and the incremental stimulus should continue to bolster ongoing asset quality.
16.4%
12.9%
12.4%
13.4%
8.1%
Classified Asset Ratio
0.40%
0.55%
0.58%
0.46%
0.38%
NPA/ Loans & OREO
0.26%
0.38%
0.34%
0.18%
0.19%
Past Dues as a % of Total Loans
Asset Quality Has Continued to Hold Up
Asset quality metrics remain stable going into the first quarter of 2021
21
Asset Quality Has Continued to Hold Up
Loan modifications under Section 4013 of the CARES Act primarily relate to Hotel portfolio
Total $ Volume of
Modifications* at
Dec. 31, 2020
% of Total Loansin
Category
Hotels$527,13952.0%
Retail94,3823.8%
Restaurant26,5543.8%
Entertainment58,6807.2%
All others118,8090.7%
Totals$825,5643.7%
% of total loans3.7%
22
*: Represents loans modified under Section 4013 of the CARES Act.
Modifications by TypeModifications by Risk Rating
23
Asset Quality Has Continued to Hold Up
COVID impacted categories continue to outperform expectations
Outstanding Balances% Nonperforming Loans% Classified Loans% Past Due > 30 days
4Q204Q194Q204Q194Q204Q194Q204Q19
Hotels
NOO CRE & Construction974,263 918,883 0.16%0.34%0.87%0.59%0.70%-
Paycheck Protection Program 40,165
Retail
C&I, OO CRE & Other$ 999,291 $ 1,101,201 0.10%0.43%0.54%4.55%0.11%0.47%
NOO CRE & Construction1,315,776 1,338,668 0.04%0.01%3.16%0.83%0.03%0.35%
Paycheck Protection Program 154,872
Restaurants
C&I, OO CRE & Other$ 372,989 $ 330,198 0.49%0.11%4.77%1.89%0.50%0.62%
NOO CRE & Construction157,019 168,908 0.24%0.04%2.87%2.85%0.44%0.75%
Paycheck Protection Program 166,635
Entertainment
C&I, OO CRE & Other$ 729,395 $ 542,756 0.22%0.17%0.29%0.59%0.19%0.22%
NOO CRE & Construction36,367 40,125 ------
Paycheck Protection Program 44,494
Total COVID Segments
$ 4,991,267 $ 4,440,739 0.16%0.21%1.69%1.82%0.27%0.32%
Asset Quality Has Continued to Hold Up
PNFP invested significant resources to manage credit risk
24
Comprehensive Credit defense work completed during the 4
th
quarter included a review of
•Extensive review of Hotel loans $1MM and greater.
•All non-pass grade exposures > $500,000
•Comprehensive review of our COVID-impacted low pass graded loans.
Positives resulting from the credit defense work:
•YTD net loan charge offs of 19 basis points.
•Nearly $46MM decrease in classified assets from 3
rd
Quarter.
•Decrease of $4.6MM in NPAs from 3
rd
Quarter.
•Past due loans at quarter-end only 19 basis points.
Moving Forward in this Pandemic
The impacts of the COVID-19 pandemic are not fully known. Duration and severity now appear to be
a function of the length of time before a vaccine is broadly administered. At this juncture, we intend
to continue our aggressive focus on protecting our associates, clients, communities and
shareholders. Nevertheless, we believe our long-standing differentiated model for attracting talent
and competing based on client intimacy should yield best-in-class growth during the pandemic and,
more importantly, better position us for the inevitable share grab that should be available following
this period that has already stressed client loyalty for our competitors.
4Q20 Summary
•Asset Quality metrics remained excellent
•EPS, PPNR and revenues are strong
•BHG’s asset quality, originations, placements and spreads remained very strong
•Wellpositionedforfuturegrowth
26
•Continue active monitoring of borrowers
•Continue reductions in excess liquidity through mid 2021
•Continue focus on EPS and PPNR initiatives that were started in 2020
•Position for once in a generation market share gain opportunity
•Continuedhiring of revenue producers from vulnerable competitors
Q1 Guidance: Continue the Initiatives that Began in 2020
27
28
Q&A
FOURTH QUARTER 2020
Supplemental Information
Slide #
•Balance Sheet31
•Income Statement51
•Peer Group62
29
Balance Sheet –Loan Portfolio
($ in millions)Amts.
4Q20
%
4Q20
Amts.
3Q20
%
3Q20
Amts.
4Q19
%s
4Q19
Amts.
4Q18
%s
4Q18
C&I
$6,239.627.8%$6,144.927.4%$6,290.331.8%$5,271.429.8%
C&I –Paycheck Protection Program
1,798.98.0%2,251.010.0%-0.0%-0.0%
CRE –Owner Occ.
2,802.212.5%2,748.112.2%2,669.813.5%2,653.415.0%
Total C&I & O/O CRE
$10,840.748.3%$11,144.049.6%$8,960.145.3%7,924.844.8%
CRE –Investment
4,565.020.4%4,648.520.7%4,418.7
22.3%
3,855.621.8%
CRE –Multifamily and other
638.32.9%572.02.6%620.8
3.1%
655.93.7%
C&D and Land
2,901.812.9%2,728.412.1%2,430.5
12.3%
2,072.511.7%
Total CRE & Construction
$8,105.136.2%$7,948.935.4%$7,470.0
37.7%
6,584.037.2%
Consumer RE
3,099.213.8%3,041.013.5%3,068.6
15.5%
2,844.416.0%
Consumer and other
379.51.7%343.51.5%289.3
1.5%
354.32.0%
Total Other
$3,478.715.5%$3,384.515.0%$3,357.9
17.0%
3,198.718.0%
Total loans
$22,424.5100.0%$22,477.4100.0%$19,788.0
100.0%
$17,707.5100.0%
30
($ in millions)TOTAL PINNACLETENNESSEE LOANSCAROLINAS/ VA LOANSATLANTAOTHER UNIT LOANS*
Amts.
4Q20
Amts.
4Q19
Amts.
4Q20
Amts.
4Q19
Amts.
4Q20
Amts.
4Q19
Amts.
4Q20
Amts.
4Q19
Amts.
4Q20
Amts.
4Q19
C&I
$6,239.6$6,290.3$4,401.3$4,635.5$871.4$906.1$28.9$ -$938.0$748.7
C&I –Paycheck Protection Program
1,798.9-------1,798.9-
CRE –Owner Occ.
2,802.22,669.81,595.61,562.2990.0965.757.8-158.8141.9
Total C&I & O/O CRE
$10,840.7$8,960.1$5,996.9$6,197.7$1,861.4$1,871.8$86.7$ -$2,895.7$890.6
CRE –Investment
4,565.04,418.71,848.91,821.32,606.52,539.47.4-102.258.0
CRE –Multifamily and other
638.3620.8471.3493.5165.7125.5--1.31.8
C&D and Land
2,901.82,430.51,609.71,387.41,256.11,020.22.0-34.022.9
Total CRE & Construction
$8,105.1$7,470.0$3,929.9$3,702.2$4,028.3$3,685.1$9.4$ -$137.5$82.7
Consumer RE
3,099.23,068.61,828.21,662.31,142.11,248.514.6-114.3157.9
Consumer and other
379.5289.3165.7159.140.143.70.4-173.386.4
Total Other
$3,478.7$3,357.9$1,993.9$1,821.4$1,182.2$1,292.2$15.0$ -$287.6$244.3
Total Loans
$22,424.5$19,788.0$11,920.7$11,721.3$7,071.9$6,849.1$111.1$ -$3,320.8$1,217.6
Average Ticket Size (in ‘000s)
$279.2$283.2$407.8$398.9$223.7$206.6$218.0$ -$854.8$165.7
Balance Sheet –Loan Portfolio
31
Note: Percentages noted in red text represent year-over-year growth rates.
*: Represents mortgage, associate banking, automobile finance and various other business lines.
Balance Sheet –Loan Portfolio
($ in millions)
TOTAL PINNACLEC&I & O/O CRECRE & CONSTRUCTIONOTHER LOANS*
Amts.
4Q20
Amts.
4Q19
Amts.
4Q20
Amts.
4Q19
Amts.
4Q20
Amts.
4Q19
Amts.
4Q20
Amts.
4Q19
Nashville
$6,457.9
$6,393.4
$2,721.2
$3,055.4$2,620.4$2,275.4$1,116.3$1,062.6
Knoxville
1,865.8
1,766.6
1,094.3
1,075.7513.0497.8258.5193.1
Music and Entertainment
652.7
468.1
517.7
344.921.520.7113.5102.5
Chattanooga
1,384.1
1,421.4
801.9
842.1314.4320.9267.8258.3
Memphis
1,560.2
1,671.8
861.8
879.5460.6587.3237.8204.9
Total Tennessee
$11,920.7
$11,721.3
$5,996.9
$6,197.7$3,929.9$3,702.2$1,993.9$1,821.4
Greensboro/Highpoint
1,692.1
1,679.9
575.7
582.5881.3825.7235.1271.7
Charlotte
2,165.7
2,019.0
508.7
495.81,259.61,129.8397.4393.4
Raleigh
1,230.3
1,199.6
177.0
236.5914.7814.4138.6148.7
Charleston
828.6
891.2
185.8
177.5395.0422.2247.8291.5
Greenville
428.9
412.5
127.3
113.1251.7245.749.953.7
Roanoke
594.2
527.9
173.0
160.6308.8235.0112.4132.4
SBA
132.1
119.0
113.9
105.817.212.41.00.8
Total Carolina/VA
$7,071.9
$6,849.1
$1,861.4
$1,871.8$4,028.3$3,685.1$1,182.2$1,292.2
Atlanta
111.1-
86.7
-
9.4-15.0
-
Paycheck ProtectionProgram
1,798.9-
1,798.9
-
---
-
Other
1,521.9
1,217.6
1,096.8
890.6137.582.7287.6244.3
Total
$22,424.5
$19,788.0
$10,840.7
$8,960.1$8,105.1$7,470.0$3,478.7$3,357.9
32
Note: Percentages noted in red text represent year-over-year growth rates.
*: Represents mortgage, associate banking, automobile finance and various other business lines.
Balance Sheet –Loan Portfolio
($ in millions)Amts.
4Q20
%
4Q20
Amts.
3Q20
%
3Q20
Amts.
4Q19
%
4Q19
Amts.
4Q18
%
4Q18
Residential –Spec
$230.31.0%$251.91.1%$367.91.9%$352.32.0%
Residential –Custom
168.40.8%164.30.7%124.10.6%134.20.8%
Residential –Condo
0.40.0%0.40.0%1.20.0%-0.0%
Commercial Construct.
1,970.98.8%1,826.68.1%1,515.67.7%1,132.56.4%
Land Dev–Residential
290.11.3%280.91.3%259.21.3%165.90.9%
Land Dev –Commercial
139.10.6%122.30.5%105.30.5%167.80.9%
Land Dev –Mixed Use
35.20.1%21.00.1%3.80.0%39.20.2%
Land –Unimproved
67.40.3%61.00.3%53.30.3%80.60.5%
Total Constructionand Land Dev.
$2,901.812.9%$2,728.412.1%$2,430.512.3%$2,072.511.7%
33
Balance Sheet –Loan Portfolio
($ in millions)TOTAL PINNACLETENNESSEE LOANSCAROLINAS/VA
LOANS
ATLANTA LOANSOTHER UNIT LOANS
Amts.
4Q20
Amts.
4Q19
Amts.
4Q20
Amts.
4Q19
Amts.
4Q20
Amts.
4Q19
Amts.
4Q20
Amts.
4Q19
Amts.
4Q20
Amts.
4Q19
Residential –Spec
$230.3$367.9$156.9$258.5$73.2$108.0$ -$ -$0.2$1.5
Residential –Custom
168.4124.1110.372.557.950.4--0.21.3
Residential –Condo
0.41.20.41.2------
Commercial Construct.
1,970.91,515.61,003.6790.9949.3720.31.3-16.74.4
Land Dev–Residential
290.1259.2181.7158.691.587.40.6-16.313.2
Land Dev –Commercial
139.1105.395.665.642.938.9--0.60.8
Land Dev –Mixed Use
35.23.88.53.226.70.6----
Land –Unimproved
67.453.352.836.914.614.7---1.6
Total Constructionand Land Dev.
$2,901.8$2,430.5$1,609.8$1,387.4$1,256.1$1,020.2$1.9$ -$34.0$22.9
Average Ticket Size (in ‘000s)
$730.6$609.8$749.8$666.4$719.0$556.3$281.4$ -$478.9$326.9
34
Balance Sheet –Loan Portfolio
($ in millions)
Total NOO and MultifamilyTotal ConstructionTotal NOO and Construction
Amts.
4Q20
Amts.
3Q20
Amts.
4Q19
Amts.
4Q20
Amts.
3Q20
Amts.
4Q19
Amts.
4Q20
Amts.
3Q20
Amts.
4Q19
Multifamily
$618.3$571.6$620.8$750.9$651.0$471.3$1,369.2$1,222.6$1,092.1
Hospitality
830.8773.2771.695.0122.362.8925.8895.5834.4
Retail
1,284.31,319.01,376.7191.0201.2168.71,475.31,520.21,545.4
Office
807.0801.1703.3186.1185.9154.3993.1987.0857.6
Warehouse
643.5762.3758.7355.3329.7354.7998.81,092.01,113.4
Medical
523.3474.6398.8103.9124.2153.0627.2598.8551.8
Other
496.1518.7409.61,219.61,114.11,065.71,715.71,632.81,475.3
Total
$5,203.3$5,220.5$5,039.5$2,901.8$2,728.4$2,430.5
$8,105.1$7,948.9$7,470.0
Average Ticket Size (in ‘000s)
$1,892.4$1,889.2$1,759.1$731.1$688.7$609.8
$1,207.7$1,182.8$1,091.0
35
Hotel Portfolio
Amounts as of 12.31.20
36
ADR, RevPAR & Occupancy Trendlines
Hotel Property TypesHotel Flags
Hotel Portfolio
Amounts as of 12.31.20
37
Hotel Construction Type, Delivery Dates, Volumes
10 Largest
Hotel Loans Location
Exposure at
12.31.20
('000s)Loan TypeFlag
Hotel Property
Type
CARES Act
Section 4013
Modification
LITTLE ROCK, AR
$ 32,894Term
MarriottFull ServiceYes
NASHVILLE, TN
31,161Construction
MarriottLimited ServiceNo
NASHVILLE, TN
28,896Term
MarriottFull ServiceYes
ATLANTA, GA
26,578Term
MarriottLimited ServiceNo
ALPHARETTA, GA
25,263Construction
HiltonFull ServiceNo
NASHVILLE, TN
25,000Term
IntercontinentalFull ServiceYes
FRANKLIN, TN
24,661Term
HiltonFull ServiceYes
WALLAND, TN
24,625Term
IndependentResort/ Conference CenterNo
CHATTANOOGA, TN
17,805Term
MarriottFull ServiceNo
FRANKLIN, TN
15,694Term
HiltonLimited ServiceYes
$252,57824.9% of hotel loans
Top 10 Hotel Borrowers
PNFP Hotel Property Type Descriptions are as follows:
Economy–The economy sector often is used to categorize the smaller, older, low-rise buildings.
Characteristics include limited to no service and some may even have exterior room access. An economy
hotel is for the budget minded traveler and examples of flags include; Motel 6, Americas Best Value Inn, La
Quinta, Comfort Inn, BaymontInn, Red Roof Inn, Super 8, Fairfield Inn, or perhaps an independent
roadside property.
Limited Service –This sector is also known as select service and may offer limited food & beverage
options. These properties often include amenities such as a business center, fitness room, and pool, and
are represented by brands like Hilton Garden Inn, Truby Hilton, Courtyard by Marriott and Hyatt Place.
Extended Stay-Extended Stay hotels include provisions for cooking within individual rooms or suites, and
the average stay is often a week or more.
Full Service -Full servicehotels are generally mid-price, upscale or luxury hotels with a restaurant, lounge
facilities, and meeting space as well as minimum service levels often including bell service and room
service.
Other –Property types not included in the above type descriptions including resort/conference center
hotels, Airbnb and bed and breakfast hotel types.
Hotel Type (Construction)
Hotel Flag (Construction)
Restaurant Portfolio
Amounts as of 12.31.20
38
Location
Exposure
at 12.31.20
('000s)
LTV at
12.31.20Food Service Type
CARES Act Section
4013 Modification
Nashville,TN$ 39,75037%Fine DiningNo
Lebanon, TN32,787
Stock of Subs
Casual DiningNo
Morristown, TN24,265FF&EQuick ServiceNo
Dallas, TX15,15544%Fine DiningNo
Nashville,TN13,37578%QuickServiceNo
$125,33223.6% of Restaurant portfolio
C&I and Owner-Occupied CRE Restaurant Borrowers with Exposure Greater than $10mm
Location
Outstanding
at 12.31.20
('000s)
Franchise Name
CARES Act
Section 4013
Modification
NASHVILLE, TN
$ 7,519
Local/Independent
No
CLEMMONS, NC
4,588BojanglesNo
STATESVILLE, NC
4,203Cici’sPizzaYes
COLUMBIA, SC
3,893Local/IndependentNo
NASHVILLE, TN
3,817Local/IndependentNo
RALEIGH, NC
3,114Local/IndependentNo
ERWIN, TN
2,917BojanglesNo
FREDERICKSBURG, VA
2,917Local/ IndependentNo
MOUNT PLEASANT, SC
2,564Local/IndependentNo
CHARLESTON, SC
2,504Local/IndependentNo
$ 38,0365.5% of Restaurant portfolio
Top 10 Non Owner-OccupiedCRE Restaurant Borrowers
PNFP Restaurant Property Type Descriptions are as follows:
Casual Dining –Target market could be the traveling public with in-store dining and wait staff. Limited bar service.
Fine Dining –Target market are those customers looking for a complete dining experience. Full bar and wine service.
Quick Service –Most likely a drive through facility with counter ordering. No wait staff and/or very limited alcoholic
beverage service.
CRE Loans –PNFP has provided funding to developer or restaurant owner who leases facility to their restaurant entity
which could be an independent operator or a franchise.
Other –Other properties include bars, caterers, etc.
Restaurants by Type
Retail Portfolio
Amounts as of 12.31.20
39
Retail C&I Portfolio Highlights:
Retail CRE O/O Portfolio Highlights:
10 Largest
Retail
Relationships
Exposure
at 12.31.20
('000s)
Loan
Type
Tenant Type
CARES Act
Section 4013
Modification
NASHVILLE, TN$ 54,950TermGrocery Anchored Shopping CenterNo
NEW BERN, NC26,320TermRetail Power Center or Lifestyle CenterNo
DELRAY BEACH, FL26,000TermGrocery Anchored Shopping CenterYes
GREENSBORO, NC24,378TermGrocery Anchored Shopping CenterNo
OLAR, SC21,549TermRetail Power Center or Lifestyle CenterNo
NASHVILLE, TN19,104TermNon-Anchored Multi Tenant Shopping CenterNo
FORT MILL, SC16,158TermNon-Anchored Multi Tenant Shopping CenterNo
SUMMERVILLE, SC16,013TermGrocery Anchored Shopping CenterYes
NASHVILLE, TN14,914TermSingle TenantNo
NASHVILLE, TN14,856TermGrocery Anchored Shopping CenterNo
$ 234,24219.3% of Retail Portfolio
Top 10 Retail NOO CRE
Tenant Type Descriptions are as follows:
•Grocery Anchored Shopping Centeris otherwise known as the “Neighborhood Center”, this is a
convenience orientedcenter and usually services a 3-mile radius. The grocery anchored
encompasses 30-50% of the GLA, and the typical number of tenants range from 5-20 stores.
•Other Retail Anchored Shopping Center this is a larger center that services the local area,
howeveroffers a wider range of apparel, merchandise, more soft goods and convenience-service
oriented stores than neighbor centers. Several tenants maybe considered anchors and the
typical number of stores range from 15-40.
•Non-Anchored, Multi-Tenant Shopping Center also considered a convenience center, is among
the smallest of centers, whose tenants provide a narrow mix of goods and personal services to a
very limited trade area.
•Regional Mall consists of general merchandise or fashion-oriented offerings.Typically, enclosed
with inward-facing stores and parking surrounds the outside perimeter.
•Retail Power Center or Lifestyle Center –A power center is comprised of category-dominant
anchors over 60% of the GLA. There are usually 3-5+ anchor tenants, and services a wider trade
area. A Lifestyle center is an upscale dining, shopping, and entertainment venue in an outdoor
setting.
•Single Tenant property is fully occupied by a single user and often feature a NNN lease structure.
CRE-NOO by Tenant Type
Entertainment Portfolio
Amounts as of 12.31.20
40
10 Largest
Entertainment
Relationships
('000)
Exposureat
12.31.20
('000s)Loan Type
Entertainment
Type
CARES Act
Section 4013
Modification
Needham Heights, MA
$ 50,000C&I
Recording Industry No
United Kingdom
43,844C&I
Recording Industry No
New York, NY
43,531C&I
Recording Industry No
New York, NY43,000C&IPerformers, Agents & Spectator SportsNo
London, UK
40,000C&I
Recording Industry No
Wayland, MA
39,800C&I
Recording Industry No
New York, NY
35,698C&I
Recording Industry No
Ontario, CA
34,080C&I
Recording Industry No
Los Angeles, CA
33,000C&I
Performers, Agents & Spectator Sports No
Providence, RI
31,917C&I
Recording Industry No
$ 394,87037.6% of EntertainmentPortfolio
Entertainment by Type
Balance Sheet –Loan Portfolio Lines of Credit
41
($'s in millions)
9/30/201912/31/20193/31/20206/30/20209/30/202012/31/2020
Linked Qtr.
Change
CRE –Investment & Construction
Net Active Balance$ 3,814.50 $ 3,870.10 $ 3,929.10 $ 4,090.80 $4,067.10$4,106.82$39.72
Net Available Credit2,894.50 3,002.60 3,018.50 3,029.60 3,060.303,191.47131.17
Total Exposure6,708.90 6,872.90 6,947.60 7,120.30 7,127.507,298.29170.79
% Funded56.9%56.3%56.6%57.5%57.1%56.3%-0.8%
C&I and O/O CRE
Net Active Balance$ 3,805.10 $ 3,911.20 $ 4,214.00 $ 3,702.60 $3,630.10$3,367.16($262.94)
Net Available Credit3,784.90 3,694.00 3,693.70 4,312.10 4,734.504,674.90(59.60)
Total Exposure7,590.20 7,605.10 7,907.60 8,014.70 8,364.608,042.06(322.54)
% Funded50.1%51.4%53.3%46.2%43.4%41.9%-1.5%
Consumer
Net Active Balance$ 1,354.10 $ 1,340.00 $ 1,364.20 $ 1,333.30 $1,302.20$1,571.21$269.01
Net Available Credit1,412.00 1,445.30 1,477.40 1,534.10 1,583.201,826.24243.04
Total Exposure2,766.10 2,785.20 2,841.40 2,867.60 2,885.603,397.45511.85
% Funded49.0%48.1%48.0%46.5%45.1%46.2%1.1%
Totals
Net Active Balance$ 8,973.70 $ 9,121.30 $ 9,507.30 $ 9,126.70 $8,999.40$9,045.19$45.79
Net Available Credit8,091.40 8,141.90 8,189.60 8,875.80 9,378.009,692.61314.61
Total Exposure17,065.20 17,263.20 17,696.60 18,002.60 18,377.7018,737.80360.10
% Funded52.6%52.8%53.7%50.7%49.0%48.3%-0.7%
Total Allowance for Credit Losses for loans = $285.1 mm or 1.27% of loans atDecember 31, 2020, or 1.38% excluding PPP loans
(1)Calculation based on end of period loan balance
(2)Net charge-off percentage calculation is annualized and in relation to avg. quarterly loan balances
(3)For a reconciliation of this Non-GAAP financial measures to the comparable GAAP measures, see slide 58.
•3
rd
party economic forecast model provides significant inputs into ACL calculation
•Unemployment and GDP are primary economic forecast metrics
•Weighted average of Baseline (50%), Optimistic (20%) and Pessimistic (30%) scenarios used in 4Q
ACL% of Loans
Off-Balance
Sheet
Total ACL
December 31, 2019$94,7770.48%
(1)
$2,364$97,141
Day One CECL impact$38,1030.19%
(1)
$8,774$46,877
Beginning –January 1, 2020$132,8800.67%
(1)
$11,138$144,018
Net Charge Offs($10,155)0.20%
(2)
($10,155)
1Q Provision$99,740$5,156$104,896
AtMarch 31, 2020$222,4651.09%
(1)
$16,294$238,759
Net Charge Offs($5,385)0.10%
(2)
($5,385)
2Q Provision$68,292$4,500$72,792
AtJune30, 2020$285,3721.27%
(1)
$20,794$306,166
Net Charge Offs($13,057)0.23%
(2)
($13,057)
3Q Provision$16,330$425$16,755
AtSeptember30, 2020$288,6451.28%
(1)
$21,219$309,864
Net Charge Offs($10,775)
0.19%
(2)
($10,775)
4Q Provision$7,180
$2,000$9,180
AtDecember 31, 2020$285,050
1.27%
(1)
$23,219$308,269
AtDecember 31, 2020 Excluding PPP Loans
(3)
1.38%
(1)
Forecasted economicmetrics
(1)
BaseCase Outlook at:1Q213Q211Q223Q22
US UnemploymentRates
3Q206.85%6.31%5.59%4.80%
4Q206.33%5.65%4.79%4.48%
US Real GDP Change
3Q20(2.87%)(1.11%).66%2.51%
4Q20(1.45%).28%2.34%3.86%
(1)Weighted metrics are used in PNFP CECL assessment. Unemployment rates are
quarterly averages. US Real GDP rates are change in quarterly GDP from 4Q19
$55
$44
$38
$32
$28
$-
$25
$50
$75
Remaining Purchase
Accounting Discount Trends
(millions of dollars)
Note: Above amounts not included in ACL balances above
Current Expected Credit Losses
42
Current Expected Credit Losses
Allowance for Credit Losses
December 31, 2019
Probable Incurred
Losses
January 1, 2020
CECLAdoption
March 31, 2020
CECL
June 30, 2020
CECL
September 30, 2020
CECL
December 31, 2020
CECL
Amount% of LoansAmount% of LoansAmount% of LoansAmount% of LoansAmount% of LoansAmount% of Loans
Commercial and Industrial $ 36,112 0.57%$ 59,114 0.94%$ 88,032 1.30%$ 100,6101.60% *$ 102,2081.66% *$ 98,4231.58% *
Commercial Real Estate33,369 0.43%28,894 0.37%55,748 0.72%107,2291.33%106,2851.33%102,4301.28%
Construction and Land Development 12,662 0.52%9,537 0.39%38,911 1.54%41,8971.63%41,2221.51%42,4081.46%
Consumer Real Estate8,054 0.26%29,109 0.95%32,997 1.06%29,3580.96%31,9491.05%33,3041.07%
Consumer and Other4,5801.58%6,226 2.15%6,776 2.29%6,2782.13%6,9812.03%8,4852.24%
Allowance for Loan Losses$ 94,777 0.48%$ 132,880 0.67%$ 222,464 1.09%$ 285,3721.41%* $ 288,6451.43%* $ 285,0501.38% *
Reserve for unfunded commitments2,364 11,138 16,294 20,79421,21923,219
Allowance for Credit Losses -Total$ 97,141 $ 154,018 $ 238,758 $ 306,166$ 309,864$ 308,269
43
Note: Reserve percentages for C&I and total loans atJune 30, 2020, September 30, 2020 and December 31, 2020 exclude SBA PPP loans.
For a reconciliation of this Non-GAAP financial measures to the comparable GAAP measures, see slide 58.
Asset Quality
(*) Excludes past due loans rated substandard
44
($in millions)December 31, 2020
AS A % OF
TOTALLOANS
September 30, 2020
AS A % OF
TOTALLOANS
December 31, 2019
AS A % OF
TOTALLOANS
NPLs and > 90 days
Const. and land development
$1,9540.01%$3,1520.01%$2,2780.01%
Consumer RE
22,4630.10%22,1760.10%24,8350.13%
CRE –Owner Occupied
10,2300.05%10,6250.05%11,6540.06%
CRE –Non-Owner Occupied
5,2200.02%5,8600.03%7,0010.04%
Total real estate
$39,8660.18%$41,6820.19%$45,9400.23%
C&I
36,0240.16%28,9480.13%16,6310.08%
Other3080.00%7600.01%6490.00%
Total loans
$76,1970.34%$71,3900.32%$63,2200.32%
Classified loans and ORE
Substandard commercial loans$222,7960.99%$261,7741.16%$314,7321.59%
Doubtful commercial loans-0.00%-0.00%10.00%
Other impaired loans24,5520.11%25,3160.11%25,4820.13%
90 days past due and accruing (*)2,3620.01%1,3130.01%1,6150.01%
Other real estate12,3600.06%19,4450.09%29,4870.15%
Other repossessed assets-0.00%-0.00%-0.00%
Total$262,0691.17%$307,8491.37%$371,3181.88%
Pinnacle Bank classified asset ratio8.1%9.9%13.4%
45
Balance Sheet –Loan Portfolio
-0.20%
-0.10%
0.00%
0.10%
0.20%
0.30%
0.40%
0.50%
CREConstructionC&INet commercial charge
offs
Net Commercial Loan Charge Offs by Loan Type
20162017201820192020
-1.00%
0.00%
1.00%
2.00%
3.00%
4.00%
5.00%
6.00%
7.00%
8.00%
Consumer REConsumer and otherNet consumer charge offs
Net Consumer Loan Charge Offs by Loan Type
20162017201820192020
Balance Sheet –Loan Portfolio
($ in thousands)
Description4Q203Q202Q201Q204Q193Q19
Loans secured by real estate:
Construction, land development, and other loans:
1-4 family residentialconstruction loans$514,819$527,743$580,193$582,106$578,443$575,975
Other constructionloans and all land development and other land loans2,386,9272,200,6961,994,3011,938,8311,852,0401,677,328
Loans included in the 100% test$2,901,746$2,728,439$2,574,494$2,520,937$2,430,483$2,253,303
Securedby multifamily (5 or more) residential properties$663,664$578,948$574,328$551,963$631,616$686,385
Loans securedby other nonfarm nonresidential properties4,565,0404,648,4574,822,5374,520,2344,418,6584,443,687
Financed realestate not secured by real estate 475,339503,081493,494309,990317,949306,738
Loansincluded in the 300% test$5,704,043$8,458,925$8,464,853$7,903,124$7,798,706$7,690,113
Total Risk-Based Capital$8,605,789$3,146,468$3,078,671$2,993,005$2,906,853$2,818,988
%ofTotal Risk-Based Capital
100% Test –Constructionand LandDevelopment89%87%84%84%84%80%
300% Test –Construction and Land Development + NOOCRE + Multifamily264%269%275%264%268%273%
46
Balance Sheet –Deposit Portfolio
($ in millions)
TOTAL DEPOSITSCORE DEPOSITSNONCORE DEPOSITS
TOTAL PINNACLETRANSACTION AND MMDACDsPUBLIC FUNDS and OTHER DEPOSITS
4Q204Q194Q20
4Q19
4Q204Q194Q204Q19
Nashville$10,556.1$7,844.6 $9,856.2$6,990.3 $469.5$561.4 $230.4$292.9
Knoxville2,295.21,640.72,168.61,459.290.3128.336.353.2
Music and Entertainment344.6383.0336.2376.21.81.86.65
Memphis1,356.01,004.71,151.3796.6139.5154.865.253.3
Chattanooga1,508.51,053.21,414.6925.446.458.947.568.9
Total Tennessee$16,060.4$11,926.2 $14,926.9$10,547.7 $747.5$905.2 $386.0$473.3
Greensboro/Highpoint2,501.41,997.02,077.81,587.8269.6272.6154.0136.6
Charlotte1,572.91,279.11,311.9956.6161.520199.5121.5
Charleston1,087.5971.4944.1764.3118.616924.838.1
Raleigh777.9629.0716.3553.943.65418.021.1
Roanoke844.8643.6726.5490.396.8130.721.522.6
Greenville370.1339.7287.4219.264.684.218.136.3
Total Carolinas / VA$7,154.6$5,859.8 $6,064.0$4,572.1 $754.7$911.5 $335.9$376.2
Atlanta112.7-112.7-----
Other4,377.92,394.9890.6639.014.642.03,472.71,713.9
Total$27,705.6$20,180.9$21,994.2$15,758.8 $1,516.8$1,858.7 $4,194.6$2,563.4
47
Note: Percentages noted in red text represent year-over-year growth rates.
Balance Sheet –Bond Portfolio
Conservative bond portfolio
●Investmentsto Total Assets of 13.2%
48
3.3%
2.6%
32.0%
4.8%
3.9%
53.4%
Agency/TreasuryCorporatesMBSAsset BackedCMOsMunicipals
Portfolio: December 31, 2020
Total Investments $4.6billion
Net Unrealized Gain$124.6 million
QuarterDurationAvg. Yield-TE
4Q204.35%2.3%
3Q204.7%2.4%
2Q204.6%2.6%
1Q204.3%2.8%
4Q194.8%2.9%
3Q194.4%3.0%
2Q194.1%3.2%
1Q193.7%3.4%
4Q183.6%3.2%
3Q184.4%3.1%
2Q183.9%2.9%
1Q183.5%2.9%
49
Note: See slide 61for peer group utilized in the above analysis.
Source: S&P Global
77%
79%
80%
76%76%
23%
21%
20%
24%
24%
Dec. 2019Mar. 2020Jun. 2020Sep. 2020Dec. 2020
Effective Bond Portfolio Composition
End of Period
Fixed RateVariable Rate
Balance Sheet –Bond Portfolio
2.27
13.2
-
5.0
10.0
15.0
20.0
25.0
30.0
35.0
40.0
-
0.50
1.00
1.50
2.00
2.50
3.00
3.50
4.00
2015Q32015Q42016Q12016Q22016Q32016Q42017Q12017Q22017Q32017Q42018Q12018Q22018Q32018Q42019Q12019Q22019Q32019Q42020Q12020Q22020Q32020Q4
% of Total Assets
Bond Yields
PNFP - Bond YieldsPeer Median - Bond Yields
PNFP - % of Total AssetsPeer Median - % of Total Assets
Interest Rate Sensitivity
50
IRR analysis indicates neutral balance sheet positioning; 100bp +/-ramps and shocks generate <1% NII moves
2.1%
1.0%
0.3%
-0.9%
-0.3%
-0.2%
-0.4%
-0.4%
-2.6%
-0.9%
-0.7%
0.6%
-1.1%
0.9%
0.7%
0.4%
-3.0%
-2.0%
-1.0%
0.0%
1.0%
2.0%
3.0%
1Q192Q193Q194Q191Q202Q203Q204Q20*
Net Interest Income %
D
Rate Shock Scenarios
Ramp +100Ramp -100
4.1%
2.2%
1.0%
-1.2%
-0.3%
0.0%
-0.4%
-0.4%
-5.3%
-2.1%
-1.7%
0.6%
-3.1%
0.6%
0.4%
-0.1%
-6.0%
-4.0%
-2.0%
0.0%
2.0%
4.0%
6.0%
1Q192Q193Q194Q191Q202Q203Q204Q20*
Net Interest Income %
D
Rate Ramp Scenarios
Shock +100Shock -100
*4Q20 IRR analysis based on 11/30/20 data
NIM Adjusted for PPP and Liquidity Impact
51
Estimate PPP and Liquidity Build negatively impacted 4Q20 NIM by 0.29%
(2) Yields computed on tax-exempt instruments on a tax equivalent basis and included $8.4 million of taxable equivalent income for the three months ended December 31, 2020 compared to
$8.1 million for the three months ended December 31, 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 then current period presented.
(1) Average balances of nonperforming loans are included in the above amounts.
(3) 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.
Actual Avg Balances
4Q20
ProForma
Adjustments
Adjusted Avg
Balances after PF
EntriesInterest
ProForma
Adjustments
Adjusted
Interest after
PF EntriesRates/ Yields
ProForma
Yield/ Rate
Adj.
Adj. Yield/
Rates after
PF Entries
Loans
(1)(2)
$ 22,525$ (2,110)
a
$ 20,414 $ 232.6 $ (24.6)
a
$ 208.0 4.20%4.64%
a
4.16%
Securities
(2)
Taxable2,236 2,236 7.57.5 1.34%1.34%
Tax-exempt2,3322,332 15.4 15.4 3.16%3.16%
Other1571570.60.61.52%1.52%
Fed funds sold & Interest-
bearing deposits3,464 (2,978)
b
486 0.9 $ (0.8)
b
0.1 0.10%0.11%
b
0.09%
$ 30,714 (5,088)$ 25,626 $ 257.0 $ (25.4)$ 231.6 3.44%3.60%
Nonearning assets3,723 3,723
$ 34,437 $ (5,088)$ 29,348
Total deposits and Interest-
bearing liabilities29,239 (5,088)
a,b
24,150 36.1 (6.3)
a,b
29.80.49%0.49%
a,b
0.49%
Other liabilities346 346
Stockholders' equity4,852 4,852
$ 34,437 $ (5,088)$ 29,348
Net Interest income$ 221.0 $ (19.1)$ 201.9
Net interest margin
(3)
2.97%0.29%3.27%
Pro Forma Adjustments
a Average balances of PPP loans carried during 4Q20 at an average yield of 4.64%; assume funded from all funding sources.
b Estimated average balances of excess liquidity carried during 4Q20 with average yield of 0.11%; assume funded from all funding sources.
NIM Adjusted for PPP and Liquidity Impact
52
Estimate PPP and Liquidity Build negatively impacted 3Q20 NIM by 0.40%
(2) Yields computed on tax-exempt instruments on a tax equivalent basis and included $7.3 million of taxable equivalent income for the three months ended Sept. 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 then current period presented.
(1) Average balances of nonperforming loans are included in the above amounts.
(3) 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.
Actual Avg Balances
3Q20
ProForma
Adjustments
Adjusted Avg
Balances after PF
EntriesInterest
ProForma
Adjustments
Adjusted
Interest after
PF EntriesRates/ Yields
ProForma
Yield/ Rate
Adj.
Adj. Yield/
Rates after
PF Entries
Loans
(1)(2)
$ 22,493
$
(2,235)
a
$ 20,258 $ 224.5 $ (15.6)
a
$ 208.9 4.04%2.77%
a
4.19%
Securities
(2)
Taxable2,226 2,226 8.38.3 1.43%1.48%
Tax-exempt2,194 2,194 15.0 15.0 3.37%3.29%
Other1521520.60.61.62%1.62%
Fed funds sold & Interest-
bearing deposits3,127 (2,616)
b
511 0.8 $ (0.7)
b
0.1 0.10%0.10%
b
0.10%
$ 30,192 (4,851)$ 25,341 $ 249.2 $ (16.3)$ 232.9 3.38%3.79%
Nonearning assets3,647 3,647
$ 33,839
$
(4,851)$ 28,988
Total deposits and Interest-
bearing liabilities28,731 (4,851)
a,b
23,880 42.6 (7.2)
a,b
35.4 0.59%0.59%
a,b
0.59%
Other liabilities342 342
Stockholders' equity4,766 4,766
$ 33,839
$
(4,851)$ 28,988
Net Interest income$ 206.6 $ (9.0)$ 197.5
Net interest margin
(3)
2.82%0.40%3.22%
Pro Forma Adjustments
a Average balances of PPP loans carried during 3Q20 at an average yield of 2.77%; assume funded from all funding sources.
b Estimated average balances of excess liquidity carried during 3Q20 with average yield of 0.10%; assume funded from all funding sources.
NIM Adjusted for PPP and Liquidity Impact
53
Estimate PPP and Liquidity Build negatively impacted 2Q20 NIM by 0.32%
(2) Yields computed on tax-exempt instruments on a tax equivalent basis and included $6.9 million of taxable equivalent income for the three months ended June 30, 2020 compared to $6.9
million for the three months ended June 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 then current period presented.
(1) Average balances of nonperforming loans are included in the above amounts.
(3) 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.
Actual Avg Balances
2Q20
ProForma
Adjustments
Adjusted Avg
Balances after PF
EntriesInterest
ProForma
Adjustments
Adjusted
Interest after
PF EntriesRates/ Yields
ProForma
Yield/ Rate
Adj.
Adj. Yield/
Rates after
PF Entries
Loans
(1)(2)
$ 22,257 $ (1,689)
a
$ 20,568 $ 226.28 $ (12.12)
a
$ 214.16 4.16%2.89%
a
4.27%
Securities
(2)
Taxable2,157 2,157 9.59 9.59 1.79%1.79%
Tax-exempt2,038 2,038 14.60 14.60 3.44%3.44%
Fed funds sold2,619 (1,967)
b
652 1.27 $ (0.42)
b
0.85 0.20%0.09%
b
0.29%
$ 29,071 (3,656)$ 25,415 $ 251.74 $ (12.54)$ 239.19 3.58%3.89%
Nonearning assets3,715 3,715
$ 32,786 $ (3,656)$ 29,130
Total Deposits and
Interest Bearing
Liabilities27,919 (3,656)
a,b
24,263 51.08 (6.69)
a,b
44.39 0.74%0.74%
a,b
0.74%
Other liabilities368 368
Stockholders' equity4,499 4,499
$ 32,786 $ (3,656)$ 29,130
Net Interest income$ 200.66 $ (5.86)$ 194.80
Net interest margin
(3)
2.87%0.32%3.19%
Pro Forma Adjustments
a Average balances of PPP loans carried during the first quarter of 2020 at an average yield of 2.89%. Assume funded from all funding sources.
b Estimated average balances of excess liquidity carried during second quarter of 2020 with average yield in second quarter of 0.09%. Assume funded from all funding sources.
Income Statement –Revenue per Common Share
*: excluding gains and losses on sales of investment securities. For a reconciliation of these Non-GAAP financial measures to the comparable GAAP measures, see slide 59.
Note: See slide 61 for peer group utilized in the above analysis. Peer group calculated by aggregating total peer revenues by total peer weighted avg. shares for each quarter.
Source: S&P Global
54
$10.20
$10.27
$10.49
$10.73
$11.10
$11.43
$11.74
$12.13
$12.42
$12.92
$13.44
$13.54
$13.87
$14.05
$14.35
$15.07
13.0%
7.3%
5.0%
5.3%
8.8%
11.3%
11.9%
13.0%
11.9%
13.0%
14.5%
11.6%
11.6%
8.7%
6.8%
11.4%
5.4%
5.0%
4.0%
5.2%
7.5%
7.1%
7.6%
6.2%
5.2%
5.2%
4.3%
5.5%
7.5%
7.3%
3.4%
0.0%
3.0%
6.0%
9.0%
12.0%
15.0%
$10.00
$10.50
$11.00
$11.50
$12.00
$12.50
$13.00
$13.50
$14.00
$14.50
$15.00
$15.50
1Q172Q173Q174Q171Q182Q183Q184Q181Q192Q193Q194Q191Q202Q203Q204Q20
Y/Y Revenue per Share Growth
Revenue per Share
LTM Revenue Per Share Growth vs. Peers
PNFP LTM Revenue/SharePNFP Y/Y GrowthPeer Median Y/Y Growth
Income Statement –Mortgage Volumes
1.00%
1.50%
2.00%
2.50%
3.00%
3.50%
4.00%
4.50%
5.00%
$25,000
$100,000
$175,000
$250,000
$325,000
$400,000
$475,000
$550,000
$625,000
Purchase Money Refinance Gross fees as a % of loans originated
55
56
Note: For a reconciliation of PPNRpershareto the comparable GAAP measures, see slide 60.
($'s in thousands)
2017201820192020
PPNR Trends
Net interest income $543,306$ 736,342$ 766,142$821,788
Noninterest income 144,904200,850263,826317,840
Noninterest expense (366,560)(452,867)(505,148)(576,536)
PPNR before adjustments$ 321,650$ 484,325$ 524,820$563,092
Adjustments to PPNR
Investment (gains) and losses$ 8,265$ 2,254$ 5,941($986)
Loss on sale of non-prime automobile portfolio--1,536-
ORE expense1,0797234,2288,555
Merger charges31,8438,259--
FHLB restructuring charges---15,168
Hedge termination charges---4,673
Branch rationalization charges--3,189-
Adjusted PPNR $ 362,837$ 495,561$539,714$590,502
Adjusted PPNR growth rate63.8%36.6%8.9%9.4%
Adjusted Net PPNR per share$5.64$6.40$ 7.03$7.81
PPNR/share growth rate, annualized11.5%13.5%9.8%11.1%
PPNR Growth Now in Focus by Pinnacle Management
Despite the operating environment, PPNR grows meaningfully in 2020
We believe key to success in 2021 will be our focus on growing PPNR in 2020
$0
$100
$200
$300
$400
$500
$600
2017201820192020
Annual Adjusted PPNR
CAGR 12.9%
57
BHG Financials
Strong equity to support business model
Source: BHG Internal Data, unaudited
•Strong performance in 4Q20
•Strong cash position to provide increased liquidity and, thus, better withstand any Pandemic losses
At Dec 31,
2020
At Sep 30,
2020
At Dec 31,
2019
Cash and Cash Equivalents226,021,806$ 279,561,516$ 135,608,161$
Loans Held for Investment746,666,937$ 704,103,111$ 347,006,384$
Allowance for Loan Losses(20,748,312)$ (19,445,942)$ (7,026,159)$
Loans Held for Sale285,536,601$ 211,420,789$ 322,783,628$
Premises and Equipment45,999,051$ 40,250,232$ 10,343,685$
Other assets46,840,457$ 33,640,650$ 31,682,454$
Total Assets1,330,316,540$ 1,249,530,356$ 840,398,153$
Recourse Obligation280,240,075 256,268,119 117,957,667
Secured Borrowings630,981,296 623,992,105 316,728,601
Notes Payable21,178,382 21,307,979 78,409,733
Borrower Reimbursable Fee73,374,384 67,506,291 53,781,395
Other Liabilities82,360,635 37,387,310 74,159,330
1,088,134,771$ 1,006,461,804$ 641,036,726$
Equity (all Tangible)242,181,769 243,068,552 199,361,427
Total Liabilities & Stockholders Equity1,330,316,540$ 1,249,530,356$ 840,398,153$
Loan Liability at Other Banks3,666,390,594 3,448,749,523 2,557,060,031
Total Outstanding Loan Liability4,392,309,220 4,133,406,692 2,897,040,256
Soundness Statistics:
Cash to Assets16.99%22.37%16.14%
Equity to Assets18.20%19.45%23.72%
Recourse Obligation to Loans at Other Banks7.64%7.43%4.61%
Allowance to Loans Held for Investment2.78%2.76%2.02%
Total Reserves against Total Outstanding6.85%6.67%4.31%
Total Liabilities
4Q 20203Q 20204Q 2019
Gains on Loan Sales & Origination Fees105,032,963$ 105,445,353$ 62,473,256$
Interest and Dividend Income28,320,557 18,030,655 20,263,508
Other Income5,330,775 5,034,193 4,021,732
Total Revenues138,684,295 128,510,201 86,758,496
Expenses related to Loan Portfolio Management
Provision expense6,394,528 13,608,411 5,047,488
Interest expense 6,216,365 4,739,365 3,615,732
Other 3,356,300 2,266,388 3,177,173
Total15,967,192 20,614,164 11,840,393
Salary and benefits39,989,878 26,876,112 28,489,563
Marketing expenses18,141,939 15,035,532 9,407,062
Other expenses14,225,473 14,525,439 10,622,982
Total operating expenses72,357,291 56,437,083 48,519,607
Net Earnings50,359,812$ 51,458,954$ 26,398,496$
Profitability Statistics
Earnings to Revenues36.31%40.04%30.43%
Portfolio Mgmt Expense to Revenues11.51%16.04%13.65%
Operating Expenses to Revenues52.17%43.92%55.92%
*Interest Income Includes I/O strip interest income
Income Statement
Reconciliation of Non-GAAP Financial Measures
58
Income Statement
Reconciliation of Non-GAAP Financial Measures
59
Income Statement
Reconciliation of Non-GAAP Financial Measures
60
Peer Group
Institution Name Ticker City, State
Pinnacle Financial PartnersPNFPNashville, TN
Valley National BancorpVLYWayne, NJ
BancorpSouth, Inc.BXSTupelo, MS
Bank of the Ozarks, Inc.OZKLittle Rock, AR
Simmons First National Corp. SFNCPine Bluff, AR
F.N.B. CorporationFNBPittsburgh, PA
Cullen/Frost Bankers Inc.CFRSan Antonio, TX
Fulton Financial CorporationFULTLancaster, PA
Hancock Holding CompanyHWCGulfport, MS
Commerce Bancshares, Inc.CBSHKansas City, MO
South State CorporationSSBWinter Haven, FL
First Midwest Bancorp Inc.FMBIChicago, IL
PacWest BancorpPACWBeverly Hills, CA
Prosperity Bancshares, Inc.PBHouston, TX
Sterling BancorpSTLMontebello, NY
Synovus Financial Corp.SNVColumbus, GA
TCF Financial CorporationTCFDetroit, MI
Atlantic Union BkshsCorp.AUBRichmond, VA
UMB Financial CorporationUMBFKansas City, MO
Umpqua Holdings CorporationUMPQPortland, OR
Western Alliance BancorporationWALPhoenix, AZ
Wintrust Financial CorporationWTFCRosemont, IL
61
Investor Call
FOURTH QUARTER 2020
M. TERRY TURNER, PRESIDENT AND CEO
HAROLD R. CARPENTER, EVP AND CFO
TIM HUESTIS, EVP AND CHIEF CREDIT OFFICER
3Q17 release
guidanceUploaded 4/9/2026by pdf-importType: press_releasePublished 9/15/2017
Content preview
1
FOR IMMEDIATE RELEASE
MEDIA CONTACT:
Joe Bass, 615-743-8219
FINANCIAL CONTACT:
Harold Carpenter, 615-744-3742
WEBSITE:
www.pnfp.com
PNFP REPORTS DILUTED EARNINGS PER SHARE OF $0.83 FOR 3Q 2017
Excluding merger-related charges, diluted EPS was $0.90 for 3Q 2017
NASHVILLE, TN, Oct. 17, 2017 - Pinnacle Financial Partners, Inc. (Nasdaq/NGS: PNFP) reported net income per
diluted common share of $0.83 for the quarter ended Sept. 30, 2017, compared to net income per dil...
Show full content (66,806 chars)
1
FOR IMMEDIATE RELEASE
MEDIA CONTACT:
Joe Bass, 615-743-8219
FINANCIAL CONTACT:
Harold Carpenter, 615-744-3742
WEBSITE:
www.pnfp.com
PNFP REPORTS DILUTED EARNINGS PER SHARE OF $0.83 FOR 3Q 2017
Excluding merger-related charges, diluted EPS was $0.90 for 3Q 2017
NASHVILLE, TN, Oct. 17, 2017 - Pinnacle Financial Partners, Inc. (Nasdaq/NGS: PNFP) reported net income per
diluted common share of $0.83 for the quarter ended Sept. 30, 2017, compared to net income per diluted common share of
$0.71 for the quarter ended Sept. 30, 2016, an increase of 16.9 percent. Net income per diluted common share was $2.46 for the
nine months ended Sept. 30, 2017, compared to net income per diluted common share of $2.12 for the nine months ended Sept.
30, 2016, an increase of 16.0 percent.
Excluding pre-tax merger-related charges of $8.8 million and $12.7 million for the three and nine months ended Sept. 30,
2017, net income per diluted common share was $0.90 and $2.57, respectively, compared to $0.78 and $2.24 for the three and
nine months ended Sept. 30, 2016, excluding pre-tax merger-related charges of $5.7 million and $8.5 million, respectively, or
an increase of 15.4 percent and 14.7 percent, respectively.
"I am very pleased not only with the earnings growth our firm experienced during the third quarter but, more importantly,
the momentum for future earnings growth," said M. Terry Turner, Pinnacle's president and chief executive officer. "The third
quarter includes the first full quarter of results from our recent merger with BNC Bancorp (BNC). I believe it was an excellent
quarter for our firm in terms of earnings growth, balance sheet growth and operating leverage.
"The execution of our integration with BNC remains on an accelerated path. We have now successfully completed the
brand integration in the Carolinas and Virginia and are deep into our cultural integration process. The last major step toward
realization of our deal synergies is the upcoming technology conversion. Given the fact that we have been performing the core
processing for BNC since late August of this year, we expect the conversion to have no incremental impact on our clients in the
Carolinas and Virginia and very little impact on our Tennessee client base. The progress we’ve made thus far has validated the
power we believed was possible from combining our two firms."
GROWING THE CORE EARNINGS CAPACITY OF THE FIRM:
• Revenues for the quarter ended Sept. 30, 2017 were $216.2 million, an increase of $97.8 million, or 82.7 percent,
from the quarter ended Sept. 30, 2016.
• Loans at Sept. 30, 2017 were a record $15.26 billion, an increase of $501.0 million from June 30, 2017 and $7.02
billion from Sept. 30, 2016, reflecting year-over-year growth of 85.2 percent.
• Deposits at Sept. 30, 2017 were a record $15.79 billion, an increase of $32.1 million from June 30, 2017 and $7.12
billion from Sept. 30, 2016, reflecting year-over-year growth of 82.1 percent.
"Any significant merger integration like BNC requires a great deal of focus and energy," Turner said. "Despite that intense
attention on the merger and integration, third quarter results also reflect significant focus on growing our client base as
evidenced by our third quarter organic loan growth, which was exceptional. Concurrently, we also delivered strong earnings
growth and enviable profitability metrics. We’ve also added 54 revenue producers to our ranks in 2017, with 19 of these in the
Carolinas and Virginia. I remain excited that we are positioning our firm to be the employer of choice in all of our markets,
which we believe will create still more opportunities to hire the best bankers in these markets over the next several quarters."
2
FOCUSING ON PROFITABILITY:
• Revenue per fully-diluted share was a record $2.80 for the quarter ended Sept. 30, 2017, compared to $2.64 for the
second quarter of 2017 and $2.58 for the third quarter of 2016.
• Net interest margin was 3.87 percent for the third quarter of 2017, compared to 3.68 percent for the second quarter
of 2017 and 3.60 percent for the same quarter last year.
◦ Excluding the accretion from the application of fair value accounting for net loans and deposits acquired in
previous mergers, the net interest margin in each respective period would have approximated 3.42 percent
for the third quarter of 2017, compared to 3.45 percent and 3.39 percent for the second quarter of 2017 and
the third quarter of 2016, respectively.
• Return on average assets was 1.21 percent for the third quarter of 2017, compared to 1.30 percent for the second
quarter of 2017 and 1.18 percent for the same quarter last year. Third quarter 2017 return on average tangible assets
amounted to 1.32 percent, compared to 1.38 percent for the second quarter of 2017 and 1.26 percent for the same
quarter last year.
◦ Excluding merger-related charges in each respective period, return on average assets was 1.31 percent for
the third quarter of 2017, compared to 1.35 percent for the second quarter of 2017 and 1.31 percent for the
third quarter of 2016, respectively. Excluding merger-related charges in each respective period, return on
average tangible assets was 1.43 percent for the third quarter of 2017, compared to 1.44 percent for the
second quarter of 2017 and 1.39 percent for the third quarter of 2016, respectively.
• Return on average equity for the third quarter of 2017 amounted to 6.99 percent, compared to 8.40 percent for the
second quarter of 2017 and 8.93 percent for the same quarter last year. Third quarter 2017 return on average
tangible equity amounted to 14.25 percent, compared to 13.58 percent for the second quarter of 2017 and 14.47
percent for the same quarter last year.
◦ Excluding merger-related charges in each respective period, return on average tangible equity amounted to
15.43 percent for the third quarter of 2017, compared to 14.19 percent for the second quarter of 2017 and
16.01 percent for the third quarter of 2016.
"As we expected, the third quarter reflects outstanding profitability metrics," said Harold R. Carpenter, Pinnacle's chief
financial officer. "Our core margin decreased by approximately three basis points between the second and third quarter
primarily due to the completion of the restructuring of the legacy BNC balance sheet, where we invested in initiatives to build
more asset sensitivity. During the third quarter of 2017, accretion from fair value adjustments contributed approximately $18.9
million to our net interest income, compared to $6.4 million during the second quarter of 2017. At Sept. 30, 2017, we had an
estimated $182.4 million of remaining discount from loans we have acquired from our previous mergers."
OTHER HIGHLIGHTS:
• Revenues
◦ Net interest income for the quarter ended Sept. 30, 2017 was $173.2 million, compared to $106.6 million
for the second quarter of 2017 and $86.6 million for the third quarter of 2016. Annualized linked-quarter
revenue growth approximated 210.3 percent when comparing revenue for the quarter ended Sept. 30, 2017
to revenue for the quarter ended June 30, 2017.
◦ Noninterest income for the quarter ended Sept. 30, 2017 was $43.0 million, compared to $35.1 million for
the second quarter of 2017 and $31.7 million for the third quarter of 2016. Annualized linked-quarter
growth in noninterest income approximated 90.0 percent when comparing noninterest income as of Sept.
30, 2017 to noninterest income as of June 30, 2017.
▪ Net gains from the sale of residential mortgage loans were $6.0 million for the quarter ended Sept.
30, 2017, compared to $4.7 million for the second quarter of 2017 and $5.1 million for the quarter
ended Sept. 30, 2016, resulting in a year-over-year growth rate of 17.0 percent.
▪ Wealth management revenues, which include investment, trust and insurance services, were $8.4
million for the quarter ended Sept. 30, 2017, compared to $6.2 million for the second quarter of
2017 and $5.3 million for the quarter ended Sept. 30, 2016, resulting in a year-over-year growth rate
of 57.4 percent.
3
▪ Income from the firm's investment in Bankers Healthcare Group, Inc. (BHG) was $8.9 million for
the quarter ended Sept. 30, 2017, compared to $8.8 million for the quarter ended June 30, 2017 and
$8.5 million for the third quarter last year.
"The third quarter of 2017 was another strong revenue quarter for our firm," Carpenter said. "I’m particularly excited about
the significant organic loan growth this year. Through the first nine months of this year, we are reporting approximately $1.21
billion of organic loan growth, which excludes the loan growth that BNC experienced prior to the completion of our merger.
This balance sheet momentum will obviously help us grow our earnings in future periods.
"Growing share in the commercial and industrial segment and growing our fee revenues in the Carolinas and Virginia has
received intense focus and will continue over the next several quarters. We are particularly interested in increasing the number
of commercial and industrial relationship managers as well as replicating our wealth management business is in our new
markets and developing more opportunities for our residential mortgage origination business. Income from our equity method
investment in BHG has resulted in a net contribution of $25.5 million thus far this year. We remain very optimistic about BHG
and anticipate exceptional results in the fourth quarter of this year."
• Noninterest expense
◦ Noninterest expense for the quarter ended Sept. 30, 2017 was $109.7 million, compared to $71.8 million in
the second quarter of 2017 and $63.5 million in the third quarter last year, reflecting a year-over-year
increase of 72.8 percent.
▪ Salaries and employee benefits were $64.3 million in the third quarter of 2017, compared to $43.7
million in the second quarter of 2017 and $36.1 million in the third quarter of last year, reflecting a
year-over-year increase of 78.3 percent.
▪ The efficiency ratio for the third quarter of 2017 increased to 50.8 percent, compared to 50.7 percent
for the second quarter of 2017. The ratio of noninterest expenses to average assets decreased to 2.05
percent for the third quarter of 2017 from 2.16 percent in the second quarter of 2017.
– Excluding merger-related charges and other real estate owned (ORE) expense, the efficiency
ratio was 46.4 percent for the third quarter of 2017, compared to 48.4 percent for the second
quarter of 2017, and the ratio of noninterest expense to average assets was 1.88 percent for the
third quarter of 2017, compared to 2.06 percent for the second quarter of 2017.
"Going into the third quarter, we expected improved operating leverage from the BNC merger," Carpenter said.
"Excluding merger-related charges and ORE expense, we are reporting an efficiency ratio of 46.4 percent, which we believe
will continue to improve over the next several quarters once the integration of the BNC synergy case is fully deployed. Our
technology conversion plan involves converting the legacy Pinnacle systems in November 2017. Thus, we believe our synergy
case will be largely realized in early first quarter of 2018."
• Asset quality
◦ Nonperforming assets increased to 0.51 percent of total loans and ORE at Sept. 30, 2017, compared to 0.44
percent at June 30, 2017 and 0.41 percent at Sept. 30, 2016. Nonperforming assets increased to $78.1
million at Sept. 30, 2017, compared to $65.4 million at June 30, 2017 and $34.1 million at Sept. 30, 2016.
◦ The allowance for loan losses represented 0.43 percent of total loans at Sept. 30, 2017, compared to 0.42
percent at June 30, 2017 and 0.73 percent at Sept. 30, 2016.
▪ The ratio of the allowance for loan losses to nonperforming loans was 122.0 percent at Sept. 30,
2017, compared to 154.0 percent at June 30, 2017 and 211.5 percent at Sept. 30, 2016.
▪ Net charge-offs were $3.7 million for the quarter ended Sept. 30, 2017, compared to $7.5 million for
the quarter ended June 30, 2017 and $7.3 million for the quarter ended Sept. 30, 2016. Annualized
net charge-offs as a percentage of average loans for the quarter ended Sept. 30, 2017 were 0.14
percent, compared to 0.17 percent for the second quarter of 2017 and 0.35 percent for the third
quarter of 2016.
▪ Provision for loan losses was $6.9 million in the third quarter of 2017, compared to $6.8 million in
the second quarter of 2017 and $6.1 million in the third quarter of 2016.
4
"Overall, asset quality for our firm remains exceptional," Carpenter said. "Our credit administrators throughout the firm
have made significant progress toward the development of one credit culture across our franchise. The soundness of our firm is
something all of our associates take great pride in. Thus far, the conclusions we reached during the BNC due diligence process
regarding the high quality of the BNC portfolio are being reconfirmed every day."
• Other Highlights
◦ The firm incurred pre-tax merger-related charges of $8.8 million during the third quarter of 2017, primarily
attributable to the continued cultural and technology integration and associate retention awards.
◦ On Jan. 1, 2017, Pinnacle adopted FASB Accounting Standards Update (ASU) 2016-09, Stock
Compensation Improvements to Employee Share-Based Payment Activity, which represented a change in
accounting for the tax effects related to vesting of common shares and the exercise of stock options
previously granted to the firm's employees through its various equity compensation plans. This change
resulted in a reduction in third quarter 2017 tax expense of $59,000, compared to a reduction in tax expense
of $789,000 and $3.8 million in the second and first quarters of 2017, respectively.
BOARD OF DIRECTORS DECLARES DIVIDEND
On Oct. 17, 2017, Pinnacle’s Board of Directors approved a quarterly cash dividend of $0.14 per common share to be paid
on Nov. 24, 2017 to common shareholders of record as of the close of business on Nov. 3, 2017. The amount and timing of any
future dividend payments to common shareholders will be subject to the discretion of Pinnacle’s Board of Directors.
WEBCAST AND CONFERENCE CALL INFORMATION
Pinnacle will host a webcast and conference call at 8:30 a.m. (CDT) on Oct. 18, 2017 to discuss third quarter 2017 results
and other matters. To access the call for audio only, please call 1-877-602-7944. For the presentation and streaming audio,
please access the webcast on the investor relations page of Pinnacle's website at www.pnfp.com.
For those unable to participate in the webcast, it will be archived on the investor relations page of Pinnacle's website at
www.pnfp.com for 90 days following the presentation.
Pinnacle Financial Partners provides a full range of banking, investment, trust, mortgage and insurance products and
services designed for businesses and their owners and individuals interested in a comprehensive relationship with their
financial institution. The firm earned a place on Fortune's 2017 list of the 100 Best Companies to Work For in the U.S., and
American Banker recognized Pinnacle as the sixth best bank to work for in the country in 2016.
The firm began operations in a single location in downtown Nashville, TN in October 2000 and has since grown to
approximately $21.8 billion in assets as of Sept. 30, 2017. As the second-largest bank holding company headquartered in
Tennessee, Pinnacle operates in 11 primarily urban markets in Tennessee, the Carolinas and Virginia.
Additional information concerning Pinnacle, which is included in the NASDAQ Financial-100 Index, can be accessed at
www.pnfp.com.
###
5
Forward-Looking Statements
All statements, other than statements of historical fact, included in this press release, are forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the
Exchange Act. The words "expect," "anticipate," "intend," "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) deterioration in the financial condition of borrowers resulting in significant increases in loan losses and
provisions for those losses; (ii) continuation of the historically low short-term interest rate environment; (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) increased competition with other financial
institutions; (vii) greater than anticipated adverse conditions in the national or local economies including in Pinnacle Financial's
markets throughout Tennessee, North Carolina, South Carolina and Virginia, particularly in commercial and residential real
estate markets; (viii) rapid fluctuations or unanticipated changes in interest rates on loans or deposits; (ix) the results of
regulatory examinations; (x) the ability to retain large, uninsured deposits; (xi) a merger or acquisition, like Pinnacle Financial's
merger with BNC; (xii) risks of expansion into new geographic or product markets; (xiii) any matter that would cause Pinnacle
Financial to conclude that there was impairment of any asset, including intangible assets; (xiv) 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 or otherwise to attract customers from other financial institutions; (xv) further deterioration in the valuation of other
real estate owned and increased expenses associated therewith; (xvi) inability to comply with regulatory capital requirements,
including those resulting from changes to capital calculation methodologies and required capital maintenance levels; (xvii)
risks associated with litigation, including the applicability of insurance coverage; (xviii) the risk of successful integration of the
businesses Pinnacle Financial has recently acquired with its business; (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 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 costs as a result of increased regulatory oversight, 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 the terms of our agreement with
them; (xxii) 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 risk that the cost savings and any revenue
synergies from Pinnacle Financial's merger with BNC may not be realized or take longer than anticipated to be realized; (xxv)
disruption from Pinnacle Financial's merger with BNC with customers, suppliers, employee or other business partners
relationships; (xxvi) the risk of successful integration of Pinnacle Financial's and BNC's businesses; (xxvii) the amount of the
costs, fees, expenses and charges related to Pinnacle Financial's merger with BNC; (xxviii) reputational risk and the reaction of
the parties' customers, suppliers, employees or other business partners to Pinnacle Financial's merger with BNC; (xxix) the risk
that the integration of Pinnacle Financial's and BNC's operations will be materially delayed or will be more costly or difficult
than expected; and (xxx) 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, 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 press release, which
speak only as of the date hereof, whether as a result of new information, future events or otherwise.
6
Non-GAAP Financial Matters
This release contains certain non-GAAP financial measures, including, without limitation, earnings per diluted share, efficiency
ratio, core net interest margin, noninterest expense and the ratio of noninterest expense to average assets and noninterest
expense to the sum of net interest income and noninterest income, in each case excluding the impact of expenses related to
other real estate owned, gains or losses on sale of investments and other matters for the accounting periods presented. This
release also includes non-GAAP financial measures which exclude expenses associated with Pinnacle Bank's mergers with
CapitalMark Bank & Trust, Magna Bank, Avenue Financial Holdings, Inc. and BNC, as well as Pinnacle Financial's and its
bank subsidiary's investments in BHG. This release may also contain certain other non-GAAP capital ratios and performance
measures. These non-GAAP financial measures exclude the impact of goodwill and core deposit intangibles associated with
Pinnacle Financial's acquisitions of BNC, Avenue, Magna Bank, CapitalMark Bank & Trust, Mid-America Bancshares, Inc.
Cavalry Bancorp, Inc. and other acquisitions which collectively are less material to the non-GAAP measure. The presentation
of the non-GAAP financial information is not intended to be considered in isolation or as a substitute for any measure prepared
in accordance with GAAP. Because non-GAAP financial measures presented in this release are not measurements determined
in accordance with GAAP and are susceptible to varying calculations, these non-GAAP financial measures, as presented, may
not be comparable to other similarly titled measures presented by other companies.
Pinnacle Financial believes that these non-GAAP financial measures facilitate making period-to-period comparisons and are
meaningful indications of its operating performance. In addition, because intangible assets such as goodwill and the core
deposit intangible, and the other items excluded each vary extensively from company to company, Pinnacle Financial believes
that the presentation of this information allows investors to more easily compare Pinnacle Financial's results to the results of
other companies. Pinnacle Financial's management utilizes this non-GAAP financial information to compare Pinnacle
Financial's operating performance for 2017 versus certain periods in 2016 and to internally prepared projections.
7
PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS – UNAUDITED
September 30,
2017
December 31,
2016
September 30,
2016
ASSETS
Cash and noninterest-bearing due from banks $ 132,324,313
$ 84,732,291
$ 81,750,005
Interest-bearing due from banks 270,563,317
97,529,713
165,262,687
Federal funds sold and other 5,394,587
1,383,416
9,964,345
Cash and cash equivalents 408,282,217
183,645,420
256,977,037
Securities available-for-sale, at fair value 2,880,180,805
1,298,546,056
1,223,751,538
Securities held-to-maturity (fair value of $21,021,555, $25,233,254 and $27,025,050
at Sept. 30, 2017, December 31, 2016 and Sept. 30, 2016, respectively)
20,847,849
25,251,316
26,605,251
Consumer loans held-for-sale 105,031,578
47,710,120
55,986,356
Commercial mortgage loans held-for-sale 20,385,491
22,587,971
15,531,588
Loans 15,259,785,972
8,449,924,736
8,241,020,478
Less allowance for loan losses (65,159,286 ) (58,980,475 ) (60,248,505 )
Loans, net 15,194,626,686
8,390,944,261
8,180,771,973
Premises and equipment, net 270,136,166
88,904,145
84,916,306
Equity method investment 211,501,901
205,359,844
199,429,034
Accrued interest receivable 54,286,991
28,234,826
25,945,676
Goodwill 1,802,534,059
551,593,796
550,579,616
Core deposits and other intangible assets 59,780,903
15,104,038
16,240,711
Other real estate owned 24,338,967
6,089,804
5,589,046
Other assets 738,437,468
330,651,002
336,065,529
Total assets $ 21,790,371,081
$ 11,194,622,599
$ 10,978,389,661
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
Noninterest-bearing $ 4,099,086,158
$ 2,399,191,152
$ 2,369,224,840
Interest-bearing 2,571,764,582
1,808,331,784
1,575,359,467
Savings and money market accounts 6,595,639,931
3,714,930,351
3,834,770,407
Time 2,523,094,175
836,853,761
890,791,297
Total deposits 15,789,584,846
8,759,307,048
8,670,146,011
Securities sold under agreements to repurchase 129,557,107
85,706,558
84,316,918
Federal Home Loan Bank advances 1,623,946,639
406,304,187
382,338,103
Subordinated debt and other borrowings 465,460,556
350,768,050
262,506,956
Accrued interest payable 10,715,285
5,573,377
3,009,165
Other liabilities 97,757,463
90,267,267
100,428,538
Total liabilities
18,117,021,896
9,697,926,487
9,502,745,691
Stockholders' equity:
Preferred stock, no par value, 10,000,000 shares authorized; no shares issued and
outstanding
—
—
—
Common stock, par value $1.00; 90,000,000 shares authorized; 77,652,143 shares,
46,359,377 shares and 46,159,832 shares issued and outstanding at Sept. 30, 2017,
December 31, 2016 and Sept. 30, 2016, respectively
77,652,143
46,359,377
46,159,832
Additional paid-in capital 3,105,577,594
1,083,490,728
1,074,112,218
Retained earnings 503,270,311
381,072,505
351,484,480
Accumulated other comprehensive gain (loss), net of taxes (13,150,863 ) (14,226,498 ) 3,887,440
Total stockholders' equity 3,673,349,185
1,496,696,112
1,475,643,970
Total liabilities and stockholders' equity $ 21,790,371,081
$ 11,194,622,599
$ 10,978,389,661
This information is preliminary and based on company data available at the time of the presentation.
8
PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME – UNAUDITED
Three months ended
Nine months ended
September 30,
2017
June 30, 2017
September 30,
2016
September 30,
2017
September 30,
2016
Interest income:
Loans, including fees
$ 183,841,608
$ 112,319,700
$ 90,090,166
$ 389,379,255
$ 241,537,476
Securities
Taxable
12,066,502
8,265,225
5,012,047
26,764,815
14,050,757
Tax-exempt
4,620,340
2,235,517
1,544,535
8,533,438
4,481,309
Federal funds sold and other
1,638,704
922,796
732,951
3,375,817
2,046,244
Total interest income
202,167,154
123,743,238
97,379,699
428,053,325
262,115,786
Interest expense:
Deposits
19,103,495
10,993,942
6,625,534
38,216,351
16,614,664
Securities sold under agreements to repurchase
148,442
78,438
51,270
276,646
138,852
Federal Home Loan Bank advances
and other borrowings
9,733,510
6,043,144
4,067,951
20,984,034
9,781,363
Total interest expense
28,985,447
17,115,524
10,744,755
59,477,031
26,534,879
Net interest income
173,181,707
106,627,714
86,634,944
368,576,294
235,580,907
Provision for loan losses
6,920,184
6,812,389
6,108,183
17,383,595
15,281,854
Net interest income after provision for loan losses
166,261,523
99,815,325
80,526,761
351,192,699
220,299,053
Noninterest income:
Service charges on deposit accounts
5,920,824
4,178,736
3,778,070
13,955,043
10,651,145
Investment services
3,660,103
3,110,088
2,592,077
9,592,025
7,437,396
Insurance sales commissions
2,123,549
1,461,160
1,233,098
5,443,599
4,131,784
Gains on mortgage loans sold, net
5,962,916
4,667,537
5,096,838
14,785,405
12,885,690
Investment gains on sales, net
—
—
—
—
—
Trust fees
2,636,212
1,677,079
1,522,763
6,018,570
4,595,330
Income from equity method investment
8,936,626
8,754,718
8,474,899
25,514,081
23,266,733
Other noninterest income
13,736,779
11,207,239
8,994,164
33,106,437
27,292,477
Total noninterest income
42,977,009
35,056,557
31,691,909
108,415,160
90,260,555
Noninterest expense:
Salaries and employee benefits
64,287,986
43,675,551
36,053,673
146,315,721
102,824,676
Equipment and occupancy
16,590,119
10,712,711
9,401,001
36,977,488
25,843,737
Other real estate, net
512,490
62,960
17,032
827,423
351,777
Marketing and other business development
2,222,290
2,126,693
1,349,557
6,228,189
4,150,761
Postage and supplies
1,754,789
1,122,251
922,078
4,073,485
2,929,007
Amortization of intangibles
3,077,277
1,471,568
1,424,956
5,744,974
3,144,786
Merger-related expenses
8,847,306
3,221,060
5,672,731
12,740,382
8,482,385
Other noninterest expense
12,443,659
9,404,755
8,685,238
30,679,179
25,793,600
Total noninterest expense
109,735,916
71,797,549
63,526,266
243,586,841
173,520,729
Income before income taxes
99,502,616
63,074,333
48,692,404
216,021,018
137,038,879
Income tax expense
35,060,471
19,987,812
16,316,209
68,839,305
45,910,648
Net income
$ 64,442,145
$ 43,086,521
$ 32,376,195
$ 147,181,713
$ 91,128,231
Per share information:
Basic net income per common share
$ 0.84
$ 0.81
$ 0.71
$ 2.48
$ 2.16
Diluted net income per common share
$ 0.83
$ 0.80
$ 0.71
$ 2.46
$ 2.12
Weighted average shares outstanding:
Basic
76,678,584
53,097,776
45,294,051
59,371,202
42,228,280
Diluted
77,232,098
53,665,925
45,918,368
59,910,344
42,928,467
This information is preliminary and based on company data available at the time of the presentation.
9
PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES
SELECTED QUARTERLY FINANCIAL DATA – UNAUDITED
(dollars in thousands)
September June March December September June
2017 2017 2017 2016 2016 2016
Balance sheet data, at quarter end:
Commercial real estate - mortgage loans $ 6,450,042
6,387,372
3,181,584
3,193,496
2,991,940
2,467,219
Consumer real estate - mortgage loans 2,541,180
2,552,927
1,196,375
1,185,917
1,185,966
1,068,620
Construction and land development loans 1,939,809
1,772,799
1,015,127
912,673
930,230
816,681
Commercial and industrial loans 3,971,227
3,688,357
2,980,840
2,891,710
2,873,643
2,492,016
Consumer and other 357,528
357,310
268,106
266,129
259,241
246,866
Total loans 15,259,786
14,758,765
8,642,032
8,449,925
8,241,020
7,091,402
Allowance for loan losses (65,159 ) (61,944 ) (58,350 ) (58,980 ) (60,249 ) (61,412 )
Securities 2,901,029
2,448,198
1,604,774
1,323,797
1,250,357
1,137,733
Total assets 21,790,371
20,886,154
11,724,601
11,194,623
10,978,390
9,735,668
Noninterest-bearing deposits 4,099,086
3,893,603
2,508,680
2,399,191
2,369,225
2,013,847
Total deposits 15,789,585
15,757,475
9,280,597
8,759,307
8,670,146
7,292,826
Securities sold under agreements to repurchase 129,557
205,008
71,157
85,707
84,317
73,317
FHLB advances 1,623,947
725,230
181,264
406,304
382,338
783,240
Subordinated debt and other borrowings 465,461
465,419
350,849
350,768
262,507
229,714
Total stockholders' equity 3,673,349
3,615,327
1,723,075
1,496,696
1,475,644
1,262,154
Balance sheet data, quarterly averages:
Total loans $ 15,016,642
9,817,139
8,558,267
8,357,201
8,232,963
6,997,592
Securities 2,741,493
1,798,334
1,440,917
1,265,096
1,232,973
1,064,060
Total earning assets 18,140,036
11,885,118
10,261,974
9,884,701
9,794,094
8,362,657
Total assets 21,211,459
13,335,359
11,421,654
11,037,555
10,883,547
9,305,941
Noninterest-bearing deposits 3,953,855
2,746,499
2,434,875
2,445,157
2,304,533
2,003,523
Total deposits 15,828,480
10,394,267
9,099,472
8,791,206
8,454,424
7,093,349
Securities sold under agreements to repurchase 160,726
99,763
79,681
82,415
87,067
65,121
FHLB advances 1,059,032
399,083
212,951
307,039
583,724
653,750
Subordinated debt and other borrowings 473,805
375,249
355,082
319,790
266,934
225,240
Total stockholders' equity 3,655,029
2,057,505
1,657,072
1,493,684
1,442,440
1,247,762
Statement of operations data, for the three months ended:
Interest income $ 202,167
123,743
102,143
101,493
97,380
83,762
Interest expense 28,985
17,116
13,376
12,080
10,745
8,718
Net interest income 173,182
106,627
88,767
89,413
86,635
75,044
Provision for loan losses 6,920
6,812
3,651
3,046
6,108
5,280
Net interest income after provision for loan losses 166,262
99,815
85,116
86,367
80,527
69,764
Noninterest income 42,977
35,057
30,382
30,743
31,692
32,713
Noninterest expense 109,736
71,798
62,054
62,765
63,526
55,931
Income before taxes 99,503
63,074
53,444
54,345
48,693
46,546
Income tax expense 35,061
19,988
13,791
18,248
16,316
15,759
Net income $ 64,442
43,086
39,653
36,097
32,377
30,787
Profitability and other ratios:
Return on avg. assets
(1)
1.21 % 1.30 % 1.41 % 1.30 % 1.18 % 1.33 %
Return on avg. equity
(1)
6.99 % 8.40 % 9.70 % 9.61 % 8.93 % 9.92 %
Return on avg. tangible common equity
(1)
14.25 % 13.58 % 14.74 % 15.49 % 14.47 % 15.34 %
Dividend payout ratio
(17)
17.34 % 18.01 % 18.67 % 19.31 % 19.93 % 20.90 %
Net interest margin
(1) (2)
3.87 % 3.68 % 3.60 % 3.72 % 3.60 % 3.72 %
Noninterest income to total revenue
(3)
19.88 % 24.74 % 25.50 % 25.59 % 26.78 % 30.36 %
Noninterest income to avg. assets
(1)
0.80 % 1.05 % 1.08 % 1.11 % 1.16 % 1.41 %
Noninterest exp. to avg. assets (1) 2.05 % 2.16 % 2.20 % 2.26 % 2.32 % 2.42 %
Noninterest expense (excluding ORE expenses, and
merger-related charges) to avg. assets (1)
1.88 % 2.06 % 2.17 % 2.14 % 2.11 % 2.37 %
Efficiency ratio (4) 50.77 % 50.67 % 52.08 % 52.24 % 53.69 % 51.90 %
Avg. loans to avg. deposits 94.87 % 94.45 % 94.05 % 95.06 % 97.38 % 98.65 %
Securities to total assets 13.31 % 11.72 % 13.69 % 11.82 % 11.39 % 11.69 %
This information is preliminary and based on company data available at the time of the presentation.
10
PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES
ANALYSIS OF INTEREST INCOME AND EXPENSE, RATES AND YIELDS-UNAUDITED
(dollars in thousands)
Three months ended
Three months ended
September 30, 2017
September 30, 2016
Average
Balances
Interest
Rates/
Yields
Average
Balances
Interest
Rates/
Yields
Interest-earning assets
Loans
(1)
$ 15,016,642
$ 183,842
4.91 %
$ 8,232,963
$ 90,090
4.43 %
Securities
Taxable 2,080,512
12,066
2.30 %
1,010,090
5,012
1.97 %
Tax-exempt
(2)
660,981
4,620
3.72 %
222,883
1,545
3.70 %
Federal funds sold and other 379,769
1,639
1.71 %
328,158
733
0.89 %
Total interest-earning assets 18,137,904
$ 202,167
4.50 %
9,794,094
$ 97,380
3.98 %
Nonearning assets
Intangible assets 1,860,282
590,348
Other nonearning assets 1,213,273
499,105
Total assets $ 21,211,459
$ 10,883,547
Interest-bearing liabilities
Interest-bearing deposits:
Interest checking $ 2,658,733
$ 3,368
0.50 %
$ 1,437,196
$ 985
0.27 %
Savings and money market 6,727,136
10,725
0.63 %
3,808,388
4,003
0.42 %
Time 2,488,756
5,010
0.80 %
904,307
1,638
0.72 %
Total interest-bearing deposits 11,874,625
19,103
0.64 %
6,149,891
6,626
0.43 %
Securities sold under agreements to repurchase 160,726
148
0.37 %
87,067
51
0.23 %
Federal Home Loan Bank advances 1,059,032
3,959
1.48 %
583,724
1,280
0.87 %
Subordinated debt and other borrowings 473,805
5,775
4.84 %
266,934
2,788
4.15 %
Total interest-bearing liabilities 13,568,188
28,985
0.85 %
7,087,616
10,745
0.60 %
Noninterest-bearing deposits
3,953,855
—
—
2,304,533
—
—
Total deposits and interest-bearing liabilities 17,522,043
$ 28,985
0.66 %
9,392,149
$ 10,745
0.46 %
Other liabilities 34,387
48,958
Stockholders' equity
3,655,029
1,442,440
Total liabilities and stockholders' equity $ 21,211,459
$ 10,883,547
Net interest income
$ 173,182
$ 86,635
Net interest spread
(3)
3.65 %
3.38 %
Net interest margin
(4)
3.87 %
3.60 %
(1) Average balances of nonperforming loans are included in the above amounts.
(2) Yields computed on tax-exempt instruments on a tax equivalent basis.
(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 quarter ended September
30, 2017 would have been 3.84% compared to a net interest spread of 3.53% for the quarter ended September 30, 2016.
(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.
This information is preliminary and based on company data available at the time of the presentation.
11
PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES
ANALYSIS OF INTEREST INCOME AND EXPENSE, RATES AND YIELDS-UNAUDITED
(dollars in thousands)
Nine months ended
Nine months ended
September 30, 2017
September 30, 2016
Average
Balances
Interest
Rates/
Yields
Average
Balances
Interest
Rates/
Yields
Interest-earning assets
Loans
(1)
$ 11,154,340
$ 389,379
4.73 %
$ 7,327,519
$ 241,538
4.48 %
Securities
Taxable 1,593,590
26,765
2.25 %
901,059
14,051
2.08 %
Tax-exempt
(2)
404,756
8,533
3.78 %
196,340
4,481
4.09 %
Federal funds sold and other 300,552
3,376
1.50 %
303,996
2,046
0.90 %
Total interest-earning assets 13,453,238
$ 428,053
4.34 %
8,728,914
$ 262,116
4.04 %
Nonearning assets
Intangible assets 1,075,109
490,804
Other nonearning assets 830,337
465,156
Total assets $ 15,358,684
$ 9,684,874
Interest-bearing liabilities
Interest-bearing deposits:
Interest checking $ 2,206,934
$ 7,774
0.47 %
$ 1,398,494
$ 2,820
0.27 %
Savings and money market 5,043,033
21,175
0.56 %
3,299,102
9,974
0.40 %
Time 1,498,114
9,267
0.83 %
743,882
3,820
0.69 %
Total interest-bearing deposits 8,748,081
38,216
0.58 %
5,441,478
16,614
0.41 %
Securities sold under agreements to repurchase 113,687
277
0.33 %
73,821
139
0.25 %
Federal Home Loan Bank advances 560,121
6,347
1.52 %
540,360
3,073
0.76 %
Subordinated debt and other borrowings 401,814
14,637
4.87 %
218,424
6,709
4.10 %
Total interest-bearing liabilities 9,823,703
59,477
0.81 %
6,274,083
26,535
0.56 %
Noninterest-bearing deposits
3,050,640
—
—
2,090,165
—
—
Total deposits and interest-bearing liabilities 12,874,343
$ 59,477
0.62 %
8,364,248
$ 26,535
0.42 %
Other liabilities 20,486
27,295
Stockholders' equity
2,463,855
1,293,331
Total liabilities and stockholders' equity $ 15,358,684
$ 9,684,874
Net interest income
$ 368,576
$ 235,581
Net interest spread
(3)
3.53 %
3.48 %
Net interest margin
(4)
3.75 %
3.69 %
(1) Average balances of nonperforming loans are included in the above amounts.
(2) Yields computed on tax-exempt instruments on a tax equivalent basis.
(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, 2017 would have been 3.72% compared to a net interest spread of 3.62% for the nine months ended September 30, 2016.
(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.
This information is preliminary and based on company data available at the time of the presentation.
12
PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES
SELECTED QUARTERLY FINANCIAL DATA – UNAUDITED
(dollars in thousands)
September June March December September June
2017 2017 2017 2016 2016 2016
Asset quality information and ratios:
Nonperforming assets:
Nonaccrual loans $ 53,414
40,217
25,051
27,577
28,487
33,785
Other real estate (ORE) and
other nonperforming assets (NPAs)
24,682
25,153
6,235
6,090
5,656
5,183
Total nonperforming assets $ 78,096
65,370
31,286
33,667
34,143
38,968
Past due loans over 90 days and still accruing interest $ 3,263
1,691
1,110
1,134
2,093
1,623
Troubled debt restructurings
(5)
$ 15,157
14,248
14,591
15,009
8,503
9,861
Net loan charge-offs $ 3,705
7,499
4,282
4,314
7,271
6,108
Allowance for loan losses to nonaccrual loans 122.0 % 154.0 % 232.9 % 213.9 % 211.5 % 181.8 %
As a percentage of total loans:
Past due accruing loans over 30 days 0.24 % 0.20 % 0.17 % 0.26 % 0.24 % 0.33 %
Potential problem loans
(6)
0.97 % 1.26 % 1.27 % 1.36 % 1.13 % 1.38 %
Allowance for loan losses 0.43 % 0.42 % 0.68 % 0.70 % 0.73 % 0.87 %
Nonperforming assets to total loans, ORE and
other NPAs
0.51 % 0.44 % 0.36 % 0.40 % 0.41 % 0.55 %
Nonperforming assets to total assets 0.36 % 0.31 % 0.27 % 0.30 % 0.31 % 0.40 %
Classified asset ratio (Pinnacle Bank)
(8)
12.7 % 14.2 % 12.9 % 16.4 % 15.2 % 19.3 %
Annualized net loan charge-offs to avg. loans
(7)
0.14 % 0.17 % 0.20 % 0.21 % 0.35 % 0.35 %
Wtd. avg. commercial loan internal risk ratings
(6)
4.5 4.5 4.5 4.5 4.6 4.5
Interest rates and yields:
Loans 4.91 % 4.66 % 4.49 % 4.60 % 4.43 % 4.53 %
Securities 2.64 % 2.51 % 2.44 % 2.26 % 2.29 % 2.46 %
Total earning assets 4.50 % 4.21 % 4.06 % 4.11 % 3.98 % 4.06 %
Total deposits, including non-interest bearing 0.48 % 0.42 % 0.36 % 0.33 % 0.31 % 0.29 %
Securities sold under agreements to repurchase 0.37 % 0.32 % 0.25 % 0.22 % 0.23 % 0.24 %
FHLB advances 1.48 % 1.49 % 1.72 % 1.38 % 0.87 % 0.77 %
Subordinated debt and other borrowings 4.84 % 4.87 % 4.92 % 4.56 % 4.15 % 4.19 %
Total deposits and interest-bearing liabilities 0.66 % 0.61 % 0.56 % 0.51 % 0.46 % 0.44 %
Pinnacle Financial Partners capital ratios
(8)
:
Stockholders' equity to total assets 16.9 % 17.3 % 14.7 % 13.4 % 13.4 % 13.0 %
Common equity Tier one 9.4 % 9.5 % 9.8 % 7.9 % 7.6 % 7.9 %
Tier one risk-based 9.4 % 9.5 % 10.6 % 8.6 % 8.4 % 8.8 %
Total risk-based 12.3 % 12.6 % 13.7 % 11.9 % 10.5 % 11.0 %
Leverage 8.9 % 14.5 % 10.3 % 8.6 % 8.3 % 8.7 %
Tangible common equity to tangible assets 9.1 % 9.2 % 10.4 % 8.8 % 8.7 % 8.9 %
Pinnacle Bank ratios:
Common equity Tier one 10.7 % 11.0 % 11.1 % 9.3 % 8.6 % 8.4 %
Tier one risk-based 10.7 % 11.0 % 11.1 % 9.3 % 8.6 % 8.4 %
Total risk-based 11.8 % 12.1 % 12.9 % 11.2 % 10.5 % 10.6 %
Leverage 10.1 % 16.7 % 10.9 % 9.2 % 8.6 % 8.3 %
Construction and land development loans
as a percent of total capital
(20)
88.1 % 85.1 % 75.2 % 80.3 % 87.9 % 89.7 %
Non-owner occupied commercial real estate and
multi-family as a percent of total capital
(20)
289.1 % 286.4 % 220.9 % 256.0 % 265.5 % 253.9 %
Per share data:
Earnings – basic $ 0.84
0.81
0.83
0.79
0.71
0.75
Earnings – diluted $ 0.83
0.80
0.82
0.78
0.71
0.73
Common dividends per share $ 0.14
0.14
0.14
0.14
0.14
0.14
Book value per common share at quarter end
(9)
$ 47.31
46.56
34.61
32.28
31.97
29.92
Tangible book value per common share at quarter end
(9)
$ 23.32
22.58
23.25
20.06
19.69
19.58
Investor information:
Closing sales price on last trading day of quarter $ 66.95
62.80
66.45
69.30
54.08
48.85
High closing sales price during quarter $ 66.95
69.10
71.05
71.15
57.26
51.73
Low closing sales price during quarter $ 58.50
60.00
66.45
49.70
47.44
45.15
This information is preliminary and based on company data available at the time of the presentation.
13
PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES
SELECTED QUARTERLY FINANCIAL DATA – UNAUDITED
(dollars in thousands, except per share data)
September June March December September June
2017 2017 2017 2016 2016 2016
Other information:
Gains on mortgage loans sold:
Mortgage loan sales:
Gross loans sold $ 299,763
261,981
160,740
221,126
214,394
198,239
Gross fees
(10)
$ 9,050
7,361
4,427
6,535
6,702
5,530
Gross fees as a percentage of loans originated
3.02 % 3.00 % 2.75 % 2.96 % 3.13 % 2.79 %
Net gain on mortgage loans sold $ 5,963
4,668
4,155
2,869
5,097
4,221
Investment gains on sales of securities, net
(16)
$ —
—
—
395
—
—
Brokerage account assets, at quarter end
(11)
$ 2,979,936
2,815,501
2,280,355
2,198,334
2,090,316
1,964,769
Trust account managed assets, at quarter end $ 1,880,488
1,804,811
1,011,964
1,002,742
978,356
953,592
Core deposits
(12)
$ 13,609,194
13,529,398
8,288,247
7,834,973
7,714,552
6,591,063
Core deposits to total funding
(12)
75.6 % 78.9 % 83.4 % 81.6 % 82.1 % 78.7 %
Risk-weighted assets $ 18,164,765
17,285,264
10,489,944
10,210,711
10,020,690
8,609,968
Total assets per full-time equivalent employee $ 9,930
9,398
9,630
9,491
9,323
9,176
Annualized revenues per full-time equivalent employee $ 390.8
255.7
396.9
405.3
399.8
408.5
Annualized expenses per full-time equivalent employee $ 198.4
129.6
206.7
211.7
214.6
212.0
Number of employees (full-time equivalent)
2,194.5
2,222.5
1,217.5
1,179.5
1,177.5
1,061.0
Associate retention rate
(13)
98.3 % 87.1 % 92.9 % 92.7 % 93.9 % 95.2 %
Selected economic information (in thousands)
(14)
:
Charleston MSA nonfarm employment - August
1,178.6 1,179.4 1,170.6 1,167.7 1,160.9 1,148.1
Nashville MSA nonfarm employment - August
982.5 975.1 977.1 968.5 957.8 947.7
Memphis MSA nonfarm employment - August
647.2 648.1 646.4 644.7 641.3 637.2
Raleigh MSA nonfarm employment - August
626.1 617.9 612.0 609.3 606.6 601.0
Knoxville MSA nonfarm employment - August
394.6 391.3 393.8 395.5 394.1 393.1
Greensboro MSA nonfarm employment - August
364.2 362.9 362.5 360.8 358.4 357.8
Charlotte MSA nonfarm employment - August
354.3 352.5 354.2 350.9 349.4 346.0
Winston-Salem MSA nonfarm employment - August
263.0 260.8 263.2 261.6 262.1 261.3
Chattanooga MSA nonfarm employment - August
259.2 260.7 256.3 254.6 252.2 252.0
Roanoke MSA nonfarm employment - August
165.0 164.7 164.1 162.4 162.4 162.3
Greenville MSA nonfarm employment - August
79.1 78.6 78.9 79.1 79.5 79.2
Charleston MSA unemployment - August
3.9 % 3.9 % 4.5 % 4.7 % 4.8 % 4.6 %
Nashville MSA unemployment - August
2.7 % 2.8 % 3.7 % 4.1 % 4.1 % 3.7 %
Memphis MSA unemployment - August
4.2 % 4.3 % 5.0 % 5.5 % 5.6 % 5.2 %
Raleigh MSA unemployment - August
3.6 % 3.6 % 4.2 % 4.4 % 4.4 % 4.2 %
Knoxville MSA unemployment - August
3.3 % 3.5 % 4.5 % 4.9 % 4.9 % 4.4 %
Greensboro MSA unemployment - August
4.4 % 4.3 % 5.0 % 5.2 % 5.3 % 5.0 %
Charlotte MSA unemployment - August
3.4 % 3.2 % 3.7 % 3.7 % 3.9 % 4.1 %
Winston-Salem MSA unemployment - August
4.0 % 4.0 % 4.6 % 4.9 % 4.9 % 4.6 %
Chattanooga MSA unemployment - August
3.8 % 3.9 % 4.6 % 5.2 % 5.3 % 4.7 %
Roanoke MSA unemployment - August
3.8 % 3.8 % 3.6 % 4.0 % 4.2 % 3.8 %
Greenville MSA unemployment - August
4.5 % 4.5 % 5.3 % 5.6 % 5.5 % 5.2 %
Charleston, SC residential median home price - August $ 369 360 365 349 350 348
Nashville, TN residential median home price - August $ 329 339 325 304 299 299
Memphis, TN residential median home price - August $ 90 88 77 78 82 80
Raleigh, NC residential median home price - August $ 309 299 299 280 275 265
Knoxville, TN residential median home price - August $ 195 197 185 175 174 167
Greensboro, NC residential median home price - August $ 179 184 173 163 157 169
Charlotte, SC residential median home price - August $ 270 284 265 254 247 257
Winston-Salem, NC residential median home price - August $ 159 164 159 149 148 149
Chattanooga, TN residential median home price - August $ 209 225 199 194 184 185
Roanoke, VA residential median home price - August $ 175 171 164 150 160 159
Greenville, NC residential median home price - August $ 265 264 275 261 249 244
This information is preliminary and based on company data available at the time of the presentation.
14
PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES
RECONCILIATION OF NON-GAAP SELECTED QUARTERLY FINANCIAL DATA – UNAUDITED
(dollars in thousands, except per share data)
September June March December September June
2017 2017 2017 2016 2016 2016
Net interest income $ 173,182
106,627
88,767
89,413
86,635
75,044
Noninterest income
42,977
35,057
30,382
30,743
31,692
32,713
Less: Investment (gains) and losses on sales, net
—
—
—
(395 ) —
—
Noninterest income excluding investment (gains)
and losses on sales of securities, net
42,977
35,057
30,382
30,348
31,692
32,713
Total revenues excluding the impact of investment
(gains) and losses on sales of securities, net
216,159
141,684
119,149
119,761
118,327
107,757
Noninterest expense
109,736
71,798
62,054
62,765
63,526
55,931
Less: Other real estate expense
512
63
252
44
17
222
Merger-related charges
8,847
3,221
672
3,264
5,672
980
Noninterest expense excluding the impact of other
real estate expense and merger-related charges
100,377
68,514
61,130
59,457
57,837
54,729
Adjusted pre-tax pre-provision income
(15)
$ 115,782
73,170
58,019
60,304
60,490
53,028
Efficiency ratio
(4)
50.77 % 50.67 % 52.08 % 52.24 % 53.69 % 51.90 %
Adjustment due to investment gains and losses,
ORE expense and merger-related charges
(4.33 %) (2.30 %) (0.77 %) (2.59 %) (4.81 %) (1.12 %)
Efficiency ratio (excluding investment gains and losses,
ORE expense, and merger-related charges)
46.44 % 48.37 % 51.31 % 49.65 % 48.88 % 50.79 %
Total average assets $ 21,211,459
13,335,359
11,421,654
11,037,555
10,883,547
9,305,941
Noninterest expense to avg. assets
2.05 % 2.16 % 2.20 % 2.26 % 2.32 % 2.42 %
Adjustment due to ORE expenses and merger-related charges
(0.17 %) (0.10 %) (0.03 %) (0.12 %) (0.21 %) (0.05 %)
Noninterest expense (excluding ORE expense, and
merger-related charges) to avg. assets
(1)
1.88 % 2.06 % 2.17 % 2.14 % 2.11 % 2.37 %
Equity Method Investment
(18)
Fee income from BHG, net of amortization $ 8,937
8,755
7,823
8,136
8,475
9,644
Funding cost to support investment
1,951
1,844
1,775
1,797
1,760
1,732
Pre-tax impact of BHG
6,986
6,911
6,048
6,339
6,715
7,912
Income tax expense at statutory rates
2,741
2,711
2,373
2,487
2,634
3,104
Earnings attributable to BHG $ 4,245
4,200
3,675
3,852
4,081
4,808
Basic earnings per share attributable to BHG $ 0.06
0.08
0.08
0.08
0.09
0.12
Diluted earnings per share attributable to BHG $ 0.06
0.08
0.08
0.08
0.09
0.11
Net income $ 64,442
43,086
39,653
36,097
32,377
30,787
Merger-related charges
8,847
3,221
672
3,264
5,672
980
Tax effect on merger-related charges
(19)
(3,471 ) (1,264 ) (264 ) (1,281 ) (2,225 ) (385 )
Net income less merger-related charges $ 69,818
45,043
40,061
38,080
35,824
31,382
Basic earnings per share $ 0.84
0.81
0.83
0.79
0.71
0.75
Adjustment to basic earnings per share due to
merger-related charges
0.07
0.04
0.01
0.05
0.08
0.01
Basic earnings per share excluding merger-related charges $ 0.91
0.85
0.84
0.84
0.79
0.76
Diluted earnings per share $ 0.83
0.80
0.82
0.78
0.71
0.73
Adjustment to diluted earnings per share due to
merger-related charges
0.07
0.04
0.01
0.05
0.07
0.02
Diluted earnings per share excluding merger-related charges $ 0.90
0.84
0.83
0.83
0.78
0.75
This information is preliminary and based on company data available at the time of the presentation.
15
PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES
RECONCILIATION OF NON-GAAP SELECTED QUARTERLY FINANCIAL DATA – UNAUDITED
(dollars in thousands, except per share data)
September June March December September June
2017 2017 2017 2016 2016 2016
Return on average assets
1.21 % 1.30 % 1.41 % 1.30 % 1.18 % 1.33 %
Adjustment due to merger-related charges
0.10 % 0.05 % 0.01 % 0.07 % 0.13 % 0.03 %
Return on average assets (excluding
merger-related charges)
1.31 % 1.35 % 1.42 % 1.37 % 1.31 % 1.36 %
Tangible assets:
Total assets $ 21,790,371
20,886,154
11,724,601
11,194,623
10,978,390
9,735,668
Less: Goodwill
(1,802,534 ) (1,800,742 ) (551,546 ) (551,594 ) (550,580 ) (427,574 )
Core deposit and other intangible assets
(59,781 ) (60,964 ) (13,908 ) (15,104 ) (16,241 ) (8,821 )
Net tangible assets $ 19,928,056
19,024,448
11,159,147
10,627,925
10,411,569
9,299,273
Tangible equity:
Total stockholders' equity $ 3,673,349
3,615,327
1,723,075
1,496,696
1,475,644
1,262,154
Less: Goodwill
(1,802,534 ) (1,800,742 ) (551,546 ) (551,594 ) (550,580 ) (427,574 )
Core deposit and other intangible assets
(59,781 ) (60,964 ) (13,908 ) (15,104 ) (16,241 ) (8,821 )
Net tangible common equity $ 1,811,034
1,753,621
1,157,621
929,998
908,823
825,759
Ratio of tangible common equity to tangible assets
9.09 % 9.22 % 10.37 % 8.75 % 8.73 % 8.88 %
Average tangible assets:
Average assets $ 21,211,459
13,335,359
11,421,654
11,037,555
10,883,547
9,305,941
Less: Average goodwill
(1,800,761 ) (760,646 ) (551,548 ) (551,042 ) (541,153 ) (431,155 )
Core deposit and other intangible assets
(59,521 ) (23,957 ) (14,674 ) (15,724 ) (11,296 ) (9,367 )
Net average tangible assets $ 19,351,177
12,550,756
10,855,432
10,470,789
10,331,098
8,865,419
Return on average assets
1.21 % 1.30 % 1.41 % 1.30 % 1.18 % 1.33 %
Adjustment due to goodwill, core deposit and
other intangible assets
0.11 % 0.08 % 0.06 % 0.08 % 0.08 % 0.06 %
Return on average tangible assets
1.32 % 1.38 % 1.47 % 1.38 % 1.26 % 1.39 %
Adjustment due to merger-related charges
0.11 % 0.06 % 0.01 % 0.08 % 0.13 % 0.03 %
Return on average tangible assets (excluding
merger-related charges)
1.43 % 1.44 % 1.48 % 1.46 % 1.39 % 1.42 %
Average tangible equity:
Average stockholders' equity $ 3,655,029
2,057,505
1,657,072
1,493,684
1,442,440
1,247,762
Less: Average goodwill
(1,800,761 ) (760,646 ) (551,548 ) (551,042 ) (541,153 ) (431,155 )
Core deposit and other intangible assets
(59,521 ) (23,957 ) (14,674 ) (15,724 ) (11,296 ) (9,367 )
Net average tangible common equity $ 1,794,747
1,272,902
1,090,850
926,918
889,991
807,240
Return on average common equity
6.99 % 8.40 % 9.70 % 9.61 % 8.93 % 9.92 %
Adjustment due to goodwill, core deposit and
other intangible assets
7.26 % 5.18 % 5.04 % 5.88 % 5.54 % 5.42 %
Return on average tangible common equity
(1)
14.25 % 13.58 % 14.74 % 15.49 % 14.47 % 15.34 %
Adjustment due to merger-related charges
1.18 % 0.61 % 0.15 % 0.85 % 1.54 % 0.30 %
Return on average tangible common equity
(excluding merger-related charges)
15.43 % 14.19 % 14.89 % 16.34 % 16.01 % 15.64 %
Total average assets $ 21,211,459
13,335,359
11,421,654
11,037,555
10,883,547
9,305,941
Net interest margin
3.87 % 3.68 % 3.60 % 3.72 % 3.60 % 3.72 %
Adjustment due to accretion from fair value
accounting
(0.45 %) (0.23 %) (0.21 %) (0.32 %) (0.21 %) (0.22 %)
Core net interest margin
3.42 % 3.45 % 3.39 % 3.40 % 3.39 % 3.50 %
This information is preliminary and based on company data available at the time of the presentation.
16
PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES
SELECTED QUARTERLY FINANCIAL DATA – UNAUDITED
1. Ratios are presented on an annualized basis.
2. Net interest margin is the result of net interest income on a tax equivalent basis divided by average interest earning assets.
3. Total revenue is equal to the sum of net interest income and noninterest income.
4. Efficiency ratios are calculated by dividing noninterest expense by the sum of net interest income and noninterest income.
5. Troubled debt prepayments include loans where the company, as a result of the borrower's financial difficulties, has granted a credit concession to the
borrower (i.e., interest only payments for a significant period of time, extending the maturity of the loan, etc.). All of these loans continue to accrue interest at
the contractual rate.
6. Average risk ratings are based on an internal loan review system which assigns a numeric value of 1 to 10 to all loans to commercial entities based on their
underlying risk characteristics as of the end of each quarter. A "1" risk rating is assigned to credits that exhibit Excellent risk characteristics, "2" exhibit Very
Good risk characteristics, "3" Good, "4" Satisfactory, "5" Acceptable or Average, "6" Watch List, "7" Criticized, "8" Classified or Substandard, "9" Doubtful
and "10" Loss (which are charged-off immediately). Additionally, loans rated "8" or worse that are not nonperforming or restructured loans are considered
potential problem loans. Generally, consumer loans are not subjected to internal risk ratings. Data presented represents legacy Pinnacle portfolio at period
end date.
7. Annualized net loan charge-offs to average loans ratios are computed by annualizing quarter-to-date net loan charge-offs and dividing the result by average
loans for the quarter-to-date period.
8. Capital ratios are calculated using regulatory reporting regulations enacted for such period and are defined as follows:
Equity to total assets – End of period total stockholders' equity as a percentage of end of period assets.
Tangible common equity to total assets - End of period total stockholders' equity less end of period goodwill, core deposit and other intangibles as a
percentage of end of period assets.
Leverage – Tier one capital (pursuant to risk-based capital guidelines) as a percentage of adjusted average assets.
Tier one risk-based – Tier one capital (pursuant to risk-based capital guidelines) as a percentage of total risk-weighted assets.
Total risk-based – Total capital (pursuant to risk-based capital guidelines) as a percentage of total risk-weighted assets.
Classified asset - Classified assets as a percentage of Tier 1 capital plus allowance for loan losses.
Tier one common equity to risk weighted assets - Tier 1 capital (pursuant to risk-based capital guidelines) less the amount of any preferred stock or
subordinated indebtedness that is considered as a component of Tier 1 capital as a percentage of total risk-weighted assets.
9. Book value per share computed by dividing total stockholders' equity by common shares outstanding.
10. Amounts are included in the statement of operations in "Gains on mortgage loans sold, net", net of commissions paid on such amounts.
11. At fair value, based on information obtained from Pinnacle's third party broker/dealer for non-FDIC insured financial products and services.
12. Core deposits include all transaction deposit accounts, money market and savings accounts and all certificates of deposit issued in a denomination of less
than $250,000. The ratio noted above represents total core deposits divided by total funding, which includes total deposits, FHLB advances, securities sold
under agreements to repurchase, subordinated indebtedness and all other interest-bearing liabilities.
13. Associate retention rate is computed by dividing the number of associates employed at quarter end less the number of associates that have resigned in the
last 12 months by the number of associates employed at quarter end. Associate retention rate does not include associates at acquired institutions displaced by
merger.
14. Employment and unemployment data is from the Federal Reserve Bank of St. Louis' FRED Economic Data reporting. All data has been seasonally
adjusted. The most recent quarter data presented is as of the most recent month that data is available as of the release date. Historical data is subject to
update by the Federal Reserve Bank of St. Louis. Historical data is presented based on the most recently reported data available by the Federal Reserve Bank
of St. Louis. Area home data is from www.zillow.com and represents median list price for single family homes.
15. Adjusted pre-tax, pre-provision income excludes the impact of investment gains and losses on sales and impairments of securities, net, as well as other
real estate owned expenses and merger-related charges.
16. Represents investment gains (losses) on sales and impairments, net occurring as a result of both credit losses and losses incurred as the result of a change
in management's intention to sell a bond prior to the recovery of its amortized cost basis.
17. The dividend payout ratio is calculated as the sum of the annualized dividend rate divided by the trailing 12-months fully diluted earnings per share as of
the dividend declaration date.
18. Earnings from equity method investment includes the impact of the issuance of subordinated debt as well as the funding costs of the overall franchise.
Income tax expense is calculated using statutory tax rates.
19. Tax effect calculated using the blended statutory rate of 39.23% for all periods presented.
20. Calculated using the same guidelines as are used in the Federal Financial Institutions Examination Council's Uniform Bank Performance Report.
2q22 Earnings Call v.3 FINAL
guidanceUploaded 4/9/2026by pdf-importType: presentationPublished 6/15/2022
Content preview
Investor Call
SECOND QUARTER 2022
M. TERRY TURNER, PRESIDENT AND CEO
HAROLD R. CARPENTER, EVP AND CFO
July 20, 2022
Time: 8:30 AM CT
Webcast: www.pnfp.com(investor relations)
Safe Harbor Statements
Forward Looking Statements
All statements, other than statements of historical fact, included in this presentation, 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 Securit...
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Investor Call
SECOND QUARTER 2022
M. TERRY TURNER, PRESIDENT AND CEO
HAROLD R. CARPENTER, EVP AND CFO
July 20, 2022
Time: 8:30 AM CT
Webcast: www.pnfp.com(investor relations)
Safe Harbor Statements
Forward Looking Statements
All statements, other than statements of historical fact, included in this presentation, 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," "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) deterioration in the financial condition of borrowers of Pinnacle Bank and its subsidiaries or BHG, including
as a result of the negative impact of inflationary pressures on our and BHG's customers and their businesses resulting in significant increases in loan losses and provisions for those losses and, in the case of BHG, substitutions; (ii)
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; (iii) adverse conditions in the national or local economies including in Pinnacle Financial'smarkets throughout Tennessee, North Carolina, South Carolina, Georgia,
Alabama and Virginia,particularly in commercial and residential real estate markets; (iv) the inability of Pinnacle Financial, or entities in which it has significant investments, like BHG, to maintain the long-term historical growth
rate of its, or such entities', loan portfolio; (v) the ability to grow and retain low-cost core deposits and retain large, uninsured deposits, including during times when Pinnacle Bank is seeking to limit the rates it pays on deposits;
(vi) changes in loan underwriting, credit review or loss reserve policies associated with economic conditions, examination conclusions, or regulatory developments; (vii) effectiveness of Pinnacle Financial'sasset management
activities in improving, resolving or liquidating lower-quality assets; (viii) the impact of competition with other financial institutions, including pricing pressures and the resulting impact on Pinnacle Financial’sresults, including as a
result of compression to net interest margin; (ix) the effects of new outbreaks of COVID-19, including actions taken by governmental officials to curb the spread of the virus, and the resulting impact on general economic and
financial market conditions and on Pinnacle Financial'sand its customers' business, results of operations, asset quality and financial condition; (x) further public acceptance of thebooster shots of the vaccines that were
developed against the virus as well as the decisions of governmental agencies with respect to vaccines including recommendationsrelated to booster shots and requirements that seek to mandate that individuals receive or
employers require that their employees receive the vaccine; (xi) those vaccines' efficacy against the virus, including new variants; (xii) the results of regulatory examinations; (xiii) Pinnacle Financial'sability to identify potential
candidates for, consummate, and achieve synergies from, potential future acquisitions; (xiv) difficulties and delays in integrating acquired businesses or fully realizing costs savings and other benefits from acquisitions; (xv) BHG's
ability to profitably grow its business and successfully execute on its business plans; (xvi) risks of expansion into new geographic or product markets; (xvii) any matter that would cause Pinnacle Financial to conclude that there
was impairment of any asset, including goodwill or other intangible assets; (xviii) the ineffectiveness of Pinnacle Bank's hedging strategies, or the unexpected counterparty failure or hedge failure of the underlying hedges; (xix)
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; (xx) deterioration in the valuation of other real estate ownedand increased expenses associated therewith; (xxi) 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; (xxii) approvalof the declaration of any dividend by Pinnacle Financial'sboard of directors; (xxiii) 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; (xxiv) 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; (xxv) 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 or all or a portion of their ownership
interests in BHG (triggering a similar sale by Pinnacle Financial and Pinnacle Bank) if not prohibited from doing so by PinnacleFinancial or Pinnacle Bank; (xxvi) changes in state and federal legislation, regulations or policies
applicable to banks and other financial service providers, like BHG, including regulatory or legislative developments; (xxvii) fluctuations in the valuations of Pinnacle Financial'sequity investments and the ultimate success of such
investments; (xxviii) the availability of and access to capital; (xxix) adverse results (including costs, fines, reputationalharm, 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 (xxx) general competitive,
economic, political and market conditions. Additional factors which could affect the forward lookingstatements can be found in Pinnacle Financial'sAnnual Report on Form 10-K for the year ended December 31, 2021, and
subsequently filed Quarterly Reports on Form 10-Q 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 presentation, which speak only as of the date hereof, whether as a result of new information, future events or otherwise.
2
Safe Harbor Statements
Non-GAAP Financial Matters
This presentation contains certain non-GAAP financial measures, including, without limitation, earnings per diluted common share, PPNR, efficiency ratio and the ratio of noninterest expense to average
assets, excluding in certain instances the impact of expenses related to other real estate owned, gains or losses on sale of investment securities, FHLB restructuring charges, hedge termination charges
and other matters for the accounting periods presented. This presentation also includes non-GAAP financial measures which exclude the impact of loans originated and forgiven and repaid under the PPP.
This presentation may also contain certain other non-GAAP capital ratios and performance measures that exclude the impact of goodwill and core deposit intangibles associated with Pinnacle Financial's
acquisitions of BNC, Avenue Bank, Magna Bank, CapitalMarkBank & Trust, Mid-America Bancshares, Inc., Cavalry Bancorp, Inc. and other acquisitions which collectively are less material to the non-GAAP
measure as well as the impact of Pinnacle Financial'sSeries B Preferred Stock. The presentation of the non-GAAP financial information is not intended to be considered in isolation or as a substitute for
any measure prepared in accordance with GAAP. Because non-GAAP financial measures presented in this presentation are not measurements determined in accordance with GAAP and are susceptible to
varying calculations, these non-GAAP financial measures, as presented, may not be comparable to other similarly titled measures presented by other companies.
Pinnacle Financial believes that these non-GAAP financial measures facilitate making period-to-period comparisons and are meaningful indications of its operating performance. In addition, because
intangible assets such as goodwill and the core deposit intangible, and the other items excluded each vary extensively from company to company, Pinnacle Financial believes that the presentation of this
information allows investors to more easily compare Pinnacle Financial'sresults to the results of other companies. Pinnacle Financial'smanagement utilizes this non-GAAP financial information to
compare Pinnacle Financial'soperating performance for 2022 versus certain periods in 2021 and to internally prepared projections.
3
2Q22 Financial Dashboard
Key success measures including core loan growth, net interest income growth, fee
income growth, and asset quality all continue to be strong.
4
NCOs
Classified Asset Ratio
NPA/ Loans & ORE
Shareholder Value Dashboard
2Q22 Summary Results of Key GAAPMeasures
5
PNFP’s Median Quarterly Performance of 0.43%
PNFP’s Median Quarterly Performance of 0.10%
Total Revenues
PNFP’s Median Quarterly Performance of 11.6%
Total Loans
(millions)
Net Income*
Total Deposits
(millions)
FD EPS
Book Value per Common Share
Total Loans
(millions)
NCOs
Classified Asset Ratio
NPA/ Loans & ORE
Tangible Book Value per Share**
Total Core Deposits
(millions)
Adjusted Pre-Tax Pre-Provision
Net Income*
FD EPS*
CAGR 11.7%
Qtd AGR 50.9%
Total Revenues*
CAGR 13.7%
Qtd AGR 54.9%
*: excluding merger-related charges, gains and losses on sales of investment securities, ORE expense (income), loss on sale of non-prime automobile portfolio, branch rationalization charges, FHLB restructuring charges and hedge termination charges. PPNR
represents pre-tax, pre-provision net revenues.
**: excluding goodwill, core deposit and other intangible assets
Note: For a reconciliation of these Non-GAAP financial measures to the comparable GAAP measures, see slides 59-60.
CAGR 11.2%
Qtd AGR 29.9%
CAGR 17.1%
Qtd AGR (5.1%)
CAGR 13.0%
Qtd AGR 4.1%
CAGR 12.4%
Qtd AGR 83.9%
6
PNFP’s Median Quarterly Performance of 11.6%
PNFP’s Median Quarterly Performance of 0.10%
PNFP’s Median Quarterly Performance of 0.43%
Shareholder Value Dashboard
2Q22 Summary Results of Key Non-GAAPMeasures
7
49.4%
44.6%
30.6%
28.1%
0%
5%
10%
15%
20%
25%
30%
35%
40%
45%
50%
55%
60%
1Q162Q163Q164Q161Q172Q173Q174Q171Q182Q183Q184Q181Q192Q19
Cumulative NII Per Share
Growth*
& Deposit Beta
Cumulative NII Per Share Growth* vs. Cumulative Deposit Beta –Last cycle 1Q16 through 2Q219
PNFP NII/Share GrowthPNFP Cumulative BetaPeer Median NII/Share GrowthPeer Median Cumulative Beta
Keeping the Main Thing the Main Thing
Pinnacle’s goal is rapidly growing revenue and EPS, not a low deposit cost beta
*: Excludespurchaseaccounting. For a reconciliation of these Non-GAAP financial measures to the comparable GAAP measures, see slide 61.
PNFP’s Approach to M&A is Strategic and Disciplined
The Flywheel Effect: “Almost Unstoppable Momentum”
Pinnacle’s Flywheel is Spinning
8
9
The Flywheel Effect: “Almost Unstoppable Momentum”
Pinnacle’s performance is driven by its high-performance culture
10
ENGAGED CLIENTS
EXCITED ASSOCIATESENRICHED SHARHOLDERS
Recent Workplace Awards* Greenwich Net Promoter Scores
Share Price Performance
0%50%100%
Tennessee
Memphis
Knoxville
Chattanooga
Nashville
PromotersPassives
•No. 28100 Best Companies to Work for in the U.S., 2022,
Great Place to Work® US and @FortuneMagazine
oNo. 6Best Workplaces for Women
oNo. 7Best Workplaces for Millennials, 2022
oNo. 8Best Workplaces in Financial Services and
Insurance
•No. 9Best Banks to Work For, American Banker,
oNo. 1among banks with $11 billion or more in assets
•No. 1Top Workplaces in Knoxville
•No. 1Best Places to Work in Memphis
•No. 1Best Places to Work in the Triad
•No. 1Best Places to Work in the Triangle
•No. 1Top Workplaces in Charlotte
•No. 1Top Workplaces in South Carolina
•Top 10Best Places to Work in Chattanooga
•No. 11Best Place to Work in Virginia
•No. 15Best Places to Work in Atlanta
0%50%100%
North Carolina
Charlotte
Greensboro
PromotersPassivesDetractors
NPSRANK
891
882
911
661
881
NPSRANK
751
642
741
Source: 2021 Greenwich Associates Market Tracking Program
(Pinnacle Financial -$1-500MM –FY 2021 –Banking).
Source: Factset; SNL Financial; Note: market data as of June 30, 2022
The Flywheel Effect: “Almost Unstoppable Momentum”
Pinnacle’s high-performance culture has delivered reliable outsized returns
Since
IPO
10 yr.5 yr.3 yr.
PNFP1,346%271%15%26%
KRX134%94%1%7%
Out/(under) performance1,212%177%14%19%
*: 2021 unless otherwise noted
11
The Flywheel Effect: “Almost Unstoppable Momentum”
Management creates desired outcomes in part due to its incentive structure
Classified Asset Ratio
FD EPS*
Adjusted Pre-Tax Pre-Provision
Net Income*
Total Revenues*
Annual Cash Incentives
Long-term Equity Based Incentives
Tangible Book Value per Share**
ROTCE
*: excluding merger-related charges, gains and losses on sales of investment securities, ORE expense (income), loss on sale of non-prime automobile portfolio, branch rationalization charges, FHLB restructuring charges and hedge termination charges. PPNR
represents pre-tax, pre-provision net revenues.
**: excluding goodwill, core deposit and other intangible assets
Note: For a reconciliation of these Non-GAAP financial measures to the comparable GAAP measures, see slides 59-60.
12
What’s Important Now for PNFP
Our focus remains constant
•Asset Quality is Job #1
•Impacts incentive program meaningfully
•Continued investment in our culture
•Direct linkage between associate engagement and shareholder value creation
•Maintain our “Best Place to Work” brand
•Magnet for talent acquisition from competitors
•Continue to build market share momentum
•Business model built to take share
•Wow clients and create raving fans
•Relationship banking in a differentiated way
2Q22 Financial Information
2Q22 financial results reflect PNFP’s continued success in seizing the opportunity to
gather valuable talent and clients from vulnerable competitors. In spite ofthe
current rising rate environment, loan growth was substantial in the second quarter,
as was net interest income and fee growth.
13
PNFP Linked-Quarter Annualized Average Loan Growth was 26.0% in 2Q22
Linked-quarter annualized average loan growth ex-PPP was 29.2%*
Average Loan Growth and Loan Yields
14
2Q22 Loan Highlights
•EOP linked-quarter annualized loan growth of 31.9%
excluding decline in PPP.
•99% of loan floors cleared as of Jun. 30, 2022. $13.1
billion of floating rate loans are now subject to future
rate increases.
•Estimating high-teen to low 20% loan growth for FY
2022 given current economic conditions, recent hires
and momentum in our new markets.
$13,100
$95.2
$5.8$2.0
$0.3
$6.3
$0
$2,000
$4,000
$6,000
$8,000
$10,000
$12,000
$14,000
No Floor1-25 bps26-50 bps51-75 bps76-100 bps> 100 bps
Loan Balances
(millions)
LIBOR/SOFR/Prime ($13.2 billion):
-$5.6 billion w/no floor
-$7.6 billion “out of the money” floors
-Only $110 million “in the money” floors remain
13.3%
11.7%
4.2%
11.7%
28.1%
0.0%
5.0%
10.0%
15.0%
20.0%
25.0%
30.0%
Organic EOP Loan Growth^
^: Excludes PPP loans
*: YTD Annualized
$8,558
$9,817
$15,017
$15,520
$15,957
$16,730
$17,259
$17,630
$17,938
$18,611
$19,217
$19,600
$20,009
$22,257
$22,493
$22,525
$22,848
$23,180
$22,986
$23,226
$23,849
$25,397
4.49%
4.07%
3.20%
3.40%
3.60%
3.80%
4.00%
4.20%
4.40%
4.60%
4.80%
5.00%
5.20%
5.40%
$2,000
$4,000
$6,000
$8,000
$10,000
$12,000
$14,000
$16,000
$18,000
$20,000
$22,000
$24,000
$26,000
Loan Yields
Average Loans
(millions)
*: Excludes PPP loans. For a reconciliation of these Non-GAAP financial measures to the comparable GAAP measures, see slides 59-61.
Client Acquisition Strategies Are Yielding Results
Loan growth is a result of successful execution of several growth strategies
15
Loan Growth in 1H22 Result of Strategic Decisions:
•Asset Generators -$165 million
•BHG, JBB and Advocate Capital
•Strategic Expansion -$900 million
•ATL, DC, B’ham, H’ville, Franchise Finance, Equipment
Finance, etc.
•Recruiting Impact-$725million
•New RMs hired in past 2.5 years
•Legacy market growth still the largest component -$1.45 billion
Note:Strategic expansion volumes include certain loans that are recorded in the various geographies (as detailed on slide 32) but forillustration purposes above are included as Strategic Expansion loans due to the relationship managers being assigned to a specialty lending unit.
11.1%
6.8%
33.5%
24.7%
4.7%
0.0%
5.0%
10.0%
15.0%
20.0%
25.0%
30.0%
35.0%
Annual Core Deposit Growth
#: YTD annualized.
Deposit GrowthSlowedinSecondQuarter
We believe an outsized tax season negatively impacted core deposits in 2Q
Core Deposit Growth Rates
16
2Q22 Deposit Highlights
•Noninterest bearing deposits held steady throughout quarter –
Up 2.6% at EOP Jun. 30,2022 from Dec. 31, 2021.
•Linked-quarter core deposits shrunk 1.3%; shrinkage was
largely isolated to April with a 3.1%decline which was offset
in part by positive growthof 0.8% and 1.0% in May and June,
respectively.
•Avg. deposit costs increased from0.13% to 0.23% for the
quarter. On-the-spot deposit rates atMarch 16, 2022
approximated 14 basis points compared to 48 basis points at
July 18, 2022.
Deposit RateTranches
Jun. 30, 2021
EOP Rates
Mar. 31, 2022
EOP Rates
Jun. 30, 2022
EOP Rates
June 30, 2022
% of Totals
Noninterestbearing---------33.9%
Interest-bearing:
Rate sheet
0.05%0.06%0.44%24.7%
Negotiated
0.23%0.21%0.58%26.5%
Indexed
0.28%0.43%1.54%7.4%
CDs
0.71%0.49%0.91%7.4%
TotalIBD
0.26%0.22%0.67%66.1%
Total
0.18%0.14%0.44%100.0%
$9,099
$10,394
$15,828
$16,092
$16,281
$16,949
$18,113
$18,368
$18,358
$18,865
$19,778
$20,079
$20,680
$24,807
$26,352
$27,193
$27,621
$28,014
$28,740
$30,034
$31,539
$31,484
0.23%
0.00%
0.25%
0.50%
0.75%
1.00%
1.25%
1.50%
$2,000
$6,000
$10,000
$14,000
$18,000
$22,000
$26,000
$30,000
$34,000
Deposit Costs
Average Deposits
(million)
Average Deposit Growth
Avg. DepositsCost of Deposits
Excess Liquidity Remains Available to Fund Loan Growth
A meaningful step towards normalization in 2Q provided a boost to NIM
2Q22 Liquidity Highlights
•Outsized loan growth, purchaseof$400millionin floating
rate securities and modest depositgrowth combined to
reduce excess liquidity and improve NIM.
•Average FFS, IB cash & Repo balances decreased to 7.7% of
earning assets in 2Q22 compared to 13.3% in 1Q22 and
2.7% in pre-pandemic 1Q20.
•Intend to remain disciplined and opportunistic with respect
to deploying liquidity outside of loan growth; no growth in
securities expected in near term.
*Adjusted NIM excludes the impact of liquidity build and the PPP lending programs. See slides 46-54 for a reconciliation of reported NIM to adjusted NIM.
17
3.28%
2.87%
2.82%
2.97%
3.02%
3.08%
3.03%
2.96%
2.89%
3.17%
3.19%
3.22%
3.27%
3.29%
3.25%
3.21%
3.20%
3.18%
3.29%
2.70%
2.80%
2.90%
3.00%
3.10%
3.20%
3.30%
3.40%
1Q202Q203Q204Q201Q212Q213Q214Q211Q222Q22
Reported NIM vs. Adjusted NIM
NIM (GAAP)NIM (Adjusted)*
0.00%
0.25%
0.50%
0.75%
1.00%
1.25%
1.50%
$0
$500
$1,000
$1,500
$2,000
$2,500
$3,000
$3,500
$4,000
$4,500
$5,000
1Q202Q203Q204Q201Q212Q213Q214Q211Q222Q22
Average Quarterly Yield
Average Balances ($ in millions)
Quarterly Avg. FFS, IB Cash & Repos
Avg. FFS, IB Cash & ReposYield
2.00%
2.25%
2.50%
2.75%
3.00%
3.25%
$2,500
$3,000
$3,500
$4,000
$4,500
$5,000
$5,500
$6,000
$6,500
1Q202Q203Q204Q201Q212Q213Q214Q211Q222Q22
Average Quarterly Yield
Average Blalances ($ in millions)
Quarterly Avg. Securities
Avg. SecuritiesYield
PNFP’s Asset Quality Has Continued to Hold Up
Asset quality metrics continue to break records
18
2Q22 AssetQualityHighlights
•Several measurements improve to
all time records and remain in top-
quartile performance when
compared to peers.
•Client selection remains our most
valuable credit attribute
•ACL to total loans decreased to
1.03%.
•Credit officers more diligent on
stress testing given economic
climate and more active in
segment monitoring, particularly
in CRE.
0.10%
0.09%
0.10%
0.17%
0.01%
Net Charge-offs
0.53%
0.55%
0.38%
0.27%
0.09%
NPA/ Loans & ORE
12.6%
13.9%
11.2%
6.8%
2.9%
Classified Asset Ratio
0.23%
0.21%
0.09%
0.07%
0.11%
Past Dues as a % of Total Loans
CRE Credit Appetite
19
Land / Spec A&D
Malls, Big Box Retail
High Rise Apartments & Condo’s
Hospitality
Office
Student Housing
Senior Housing
Self-Storage
Retail –Grocery Store Anchored
Retail –Build to Suit
1-4 Resi. Pre-Sold
Medical Office
Multifamily
Industrial/Warehouse
•Opportunities substantially limited to current clients with
excellent PNFP track records
•Market dynamics will determine appetite for any asset class –
rent roles, occupancy, absorption, etc.
•Deal structure exceptions require elevated approval authorities
•Internal specialists required on financing based on size and
complexity
PNFP Increased Focus with Respect to our CRE Credit Appetite
“Catch don’t Cast” strategy in effect for current environment
Top 30 CRE deals –approx. $1.34B in commitments:
•Long-term relationships -RMs have banked sponsors for an
average of 8.1 years
•70% originated/managed by designated CRE Specialists
•Strong metrics at origination –65% average LTC, 52% average
LTV, ongoing stress testing
•28 of 30 loans located within defined PNFP markets
2Q221Q222Q21
Linked-Quarter
Annualized
Growth %
Year-over-Year
Growth %
Service charges
$11,616$11,030$8,906
21.3%30.4%
Investment services
13,20510,6918,997
94.1%46.8%
Trust fees
6,0655,9735,062
6.2%19.8%
Insurance commissions
2,5544,0362,406
>(100%)6.2%
Gain on mortgage loans sold, net
2,1504,0666,700
>(100%)(67.9%)
Investment gains (losses), net-(61)366
>100%>(100%)
Income from equity method investment (BHG)49,46533,65532,071
>100%54.2%
Other:
Interchange and other consumer fees19,21614,63014,136
>100%35.9%
Bank-owned life insurance5,1244,6364,743
42.1%8.0%
Loan swap fees1,6681,774985
(23.9%)69.3%
SBA loans sales 1,5623,0963,834
>(100%)(59.3%)
Income from other equity investments6,6691,7106,956
>100%(4.1%)
Other6,2088,2603,045
(99.4%)>100%
Total noninterest income$125,502$103,496$98,207
85.1%27.8%
Noninterest income/Average Assets1.30%1.09%1.12%
77.1%16.1%
Noninterest income**$125,502$103,557$97,841
84.8%28.3%
Noninterest Income**/Total Average Assets1.30%1.09%1.12%
77.1%16.1%
Noninterest Income**/Total Average Assets^1.30%1.09%1.18%
77.1%10.2%
**:Excluding gains and losses on sales of investment securities. For a reconciliation of these Non-GAAP financial measures to the comparable GAAP measures, see slides 59-60.
^: Excluding the impact of PPP loans on average assets
PNFP Grows Fees 27.8% YOY
PNFP continues focus on gathering more share of wallet from client base
20
•Wealth management groups are producing
significant growth primarily due to an increased
roster of wealth management advisors as well as
referrals from bankers across the franchise.
•Residential mortgage business is negatively
impacted by an increase in interest rates, housing
costs increases and reductions in inventories.
•Income from BHG remains strong. Linked-quarter
revenues are up in 2Q22, with year-over-year
revenues up more than 54%.
•Other noninterest income for 2Q22 includes
increases in commercial credit card interchange,
increased income from other equity-method
investments as a result of updated market values,
and an increase in capital markets income, offset
by a decline in SBA loan sales. 1Q22 other
noninterest income reflects investment mark
previously reported as a result of the acquisition
of JB&B.
*:Excluding the impact of ORE expense (income).
**: Excluding the impact of ORE expense (income) and securities gains and losses, net. For a reconciliation of these Non-GAAP
financial measures to the comparable GAAP measures, see slide 59-60.
New Markets and New Talent Drive Expense Growth
Incentive expenses fluctuations positively correlate with earnings
21
2Q221Q222Q21
Linked-Quarter
Annualized Growth %
Year-over-Year
Growth %
Salaries and employee benefits: Salaries$70,405$69,142$58,622
7.3%20.1%
Commissions6,3536,2225,452
8.4%16.5%
Cash and equity incentives 31,80825,89431,293
91.4%1.6%
Employee benefits and other18,04520,59415,457
(49.5%)16.7%
Total salaries and benefits$126,611$121,852$110,824
15.6%14.2%
Equipment and occupancy
26,92125,53623,32121.7%15.4%
Other real estate, net
86105(657)(72.4%)>100%
Marketing and other business development
4,7593,7772,652>100%79.4%
Postage and supplies
2,3202,3712,115(8.6%)9.7%
Amortization of intangibles
2,0511,8712,16738.5%(5.4%)
Other noninterest expense:
Deposit related expense7,3117,0627,041
14.1%3.8%
Lending related expense14,74411,0959,634
>100%53.0%
Wealth management expense630623509
4.5%23.8%
Other noninterest expense10,6058,3698,534>100%24.3%
Total$33,290$27,149$25,718
90.5%29.4%
Total noninterest expense$196,038$182,661$166,140
29.3%18.0%
Efficiency ratio50.3%53.3%50.1%
(22.5%)0.4%
Expense/Total Average Assets2.03%1.92%1.90%
22.9%6.8%
Noninterest expense *$195,952$182,556
$166,797
29.4%17.5%
Efficiency ratio **
50.2%53.2%
50.4%
(22.6%)(0.4%)
Noninterest Expense*/Total Avg. Assets2.03%1.92%
1.91%
22.9%6.3%
Headcount (FTE)3,074.02,988.0
2,706.0
11.5%13.6%
•Salary and benefit costs increases from the same
quarter last year reflect the impact of 11+%
increase in FTEs.
•Anticipated cash incentives for 2Q22 increased
over 1Q22 in anticipation of the likelihood of
achieving maximum payouts in relation to target
awards along with strong 2Q22 earnings
•JB&B Capital, Inc. should add approximately $12
to $13 million in expense costs in 2022.
•Marketing and other business development costs
up in 2Q22 due to increased number of employee
gatherings (e.g., orientation sessions) and other
conferences and seminars sponsored by the firm.
•Other noninterest expense increased in 2Q22 due
to corporate credit card program expenses and
increased accruals for various contracted services
provided by professional service firms.
•Share Buy Back Program –
•Board authorized a $125.0 million plan on January 18, 2022to commence when prior
plan expired on March 31, 2022; new plan approved through March 31, 2023; no
shares repurchased YTD in 2022 or anticipated to be repurchased this year under the
most recent authorization.
Preservation and Growth in Tangible Book Value Remains a Critical Focus
Secondquarterreflects growth in TBV/Share
•Tangible Book Value per Common Share Growth –
•Tangible book value per common share atJune 30, 2022up 5.8% from June 30, 2021.
•Tangible book value down year-to-date 2022 due in large part to a downward market value
adjustment of approximately $179 million on the firm’s available-for-sale investment securities
portfolio as a result of rising rates.
•Change in tangible book value per common share in comparison to peers added as a
performance component to leadership equity compensation plan in 2021 and remains a
component in 2022.
15.0%
19.0%
14.8%
14.2%
-1.1%
2018
2019
2020
2021
YTD 2022
Focused on preserving and growing
TBV per common share
**: excluding goodwill, core deposit and other intangible assets
Note: For a reconciliation of these Non-GAAP financial measures to the comparable GAAP measures, see slides 59-60.
Peer group noted on slide 62.
22
•Dividends –
•Dividends per common share is $0.22 in 2Q22.
$25.28
$30.26
$34.43
$39.77
$42.08
Tangible Book Value per
Common Share**
PNFP Remains Optimistic about 2022
We remain confident in our model to produce outsized revenue and earnings growth
2022 Outlook –as of July 19, 2022 (Note)
Y/Y End of Period Loan Growth•We anticipate high-teens to low 20% loan growth for 2022 end of year balances over 2021 year-end levels.
Y/Y End of Period DepositGrowth
•We anticipate 2022 end of year balances to show mid-to high-single digit growth when compared to 2021 end of year balances. Core
deposits anticipated to grow mid-to-high single digit as well.
Net interest income•GAAP net interest income growth for 2022 is estimated to be high-teens growth from 2021 primarily due to anticipated increases in
rates and volumes in 2022. Our planning assumption contemplates a federal funds rate of approximately 3.25% by year end 2022.
Fee income•We estimate fee income from BHG will grow by at least 15% in FY22 over FY21 levels. We estimate that fee income growth should
approximate high-single digit percentage growth for those categories of non-interest income other than income we receive from BHG
and from investments in joint ventures and venture capital and other funds, which we are not forecasting given the uncertainty with
respect to amounts and timing of any such income.
Expenses•We plan to continue to aggressively recruit the best revenue producers in our markets which would also require increased
infrastructure support. As a result, inclusive of increased incentive accruals and the addition of JB&B, we anticipate total expenses in
2022 to approximate mid-teen percentage increases in 2022 over 2021.
Asset quality•Thus far, our asset quality measurements remain in great position as we enter 2H22. Further reductions in our ACL are possible just
somewhat less than we anticipated as we entered 2022.
23
Note: 2022 outlook is based on current facts and circumstances. Our outlook is subject to change based on numerous factors whichmay require us to change our outlook at any time. These
factors may include, among the other risks described herein, changes in operating strategy, balance sheet positioning or macroeconomic factors such as significant changes in interest rates
from those we are modeling. See slide 2 of these materials for more information.
Bankers Healthcare Group
BHG’s differentiated model has proven very resilient with continued strong originations,
loan sales and yield/spread premium. The gain on sale model continues to provide
meaningful earnings to BHG and to Pinnacle even as BHG has increased the mix toward
balance sheet spread income via securitizations. Capital and reserve levels support a very
sound balance sheet.
24
BHG Business Model Drives Outperformance
•2Q22 was the 8th consecutive record highest origination
quarter in the history of BHG
•Net interest spreads (~10%+) have been resilient for several
years in spite ofinterest rate fluctuations. Anticipate
shrinkage in spreads in 2H22, potentially by ~1% or more as
rates continue to rise
•BHG’s vast bank funding platform continues to provide ready
liquidity and differentiates BHG from other online lenders
Source: BHG Internal Data –charts exclude impact of PPP and SBA loans originated by BHG. Furthermore, borrower coupon rates include all loans originated by BHG including loans retained by
BHG on balance sheet as well as loans sold to other banks.
BHG has had a Record Start in 2022
BHG continues to originate loans at record levels while maintaining strong yields
13.5%
13.8%
13.9%
13.6%13.6%
13.4%
13.9%
13.9%
14.0%
14.2%
5.2%
5.6%
4.9%
4.3%
4.0%
3.7%
3.4%
3.2%
3.1%
4.4%
0%
2%
4%
6%
8%
10%
12%
14%
16%
1Q202Q203Q204Q201Q212Q213Q214Q211Q222Q22
Borrower CouponBank Buy Rate
-
200
400
600
800
0
200
400
600
800
1,000
1,200
1,400
1,600
20172018201920202021TTM
Bank Network Trends
Total Banks in NetworkUnique Buyers
Total Banks in Network
Unique Buyers Each Period
25
$429
$375
$452
$528
$628
$714
$727
$739
$855
$1,011
$381
$387
$400
$388
$443
$393
$383
$377
$343
$658
$0
$200
$400
$600
$800
$1,000
$1,200
1Q202Q203Q204Q201Q212Q213Q214Q211Q222Q22
OriginationsPlacements
Loan Originations and Placements
Coupon and Buy Rates
•Recourse obligation reserves maintained at ~5% of
total loans outstanding (loans sold to other banks)
after considering the potential impact of current
macroeconomic pressures in 2H22
BHG Credit Quality Continues to Impress
Sophisticated credit scoring models produce impressive results
Recourse Obligation Reserves (Note)
(Green Bars –Balance of loans in bank network, $s in millions)
Note: Recourse Obligation is a reserve on BHG’s balance sheet set aside to cover losses attributable
to acceptance of substitutions from loans previously sold to banks in the BHG network.
Source: BHG Internal Data
BHG’s On Balance Sheet Reserves Remain Strong
BHG increased their recourse accrual in 2Q22
26
4.20%
3.79%
3.73%
3.22%
3.74%
4.56%
4.71%
4.62%
7.64%
5.00%
4.98%
$-
$500
$1,000
$1,500
$2,000
$2,500
$3,000
$3,500
$4,000
$4,500
$5,000
0.00%
1.00%
2.00%
3.00%
4.00%
5.00%
6.00%
7.00%
8.00%
20122013201420152016201720182019202020212Q22
Total Ending Balance at outside banks only ($millions)Recourse Obligation as a % of Outstanding
3.79%
2.94%
2.95%
1.83%
2.68%
3.25%
2.72%
2.47%
2.87%
2.51%
1.85%
0.25%
0.36%
0.33%
0.58%
0.99%
1.30%
1.45%
1.16%
1.38%
2.13%
2.36%
4.04%
3.31%
3.28%
2.40%
3.66%
4.55%
4.17%
3.64%
4.26%
4.64%
4.21%
0.00%
1.00%
2.00%
3.00%
4.00%
5.00%
6.00%
Recourse Losses as % of Outstanding Balances
Credit Loss %Prepayment Loss %
•FICO scores continue to reflect a high caliber borrower base
•Average FICO scores of 733 at origination for loans outstanding at
Jun 30, 2022
•Weighted average annual income of BHG borrower base
approximates $287,000.
•Historical credit results indicate that 70% of losses occur
within first 36 months of origination
•Data is through June 30, 2022; 2021 information includes
18 months of history. Steady improvement in credit over
past 7-8 years.
BHG Credit Quality Continues to Impress
Sophisticated credit scoring models produce impressive results
Historical FICO Scores
Source: BHG Internal Data
BHG’s Strong Credit Quality Remains Differentiator
Vintage analysis demonstrates continued strength in asset quality
0%10%20%30%40%50%60%70%80%90%100%
2022
2020
2018
2016
2014
2012
2010
2008
2006
2004
2002
<650650-699700-749750-799>800
27
BHG Anticipates 15% Growth in 2022
Alternative revenue channels remain in 2022 launch pipeline
Other 2Q22 Highlights
•Closed $300mm BHG 2022-B securitization in June.
•Fitch/KBRA rated AAA on Class A (45%), all classes IG
•Borrowers -WAR 14.65%. Avg. Balance $76.8K. WA Fico
730.
•Securitization WAR of 5.5%, exclusive of servicing fees of
~1.03%
•Opened Atlanta office –40+ professionals
BHG Future Growth opportunities
•Deeper penetration for Core Product, < 1% of market share
currently
•Expansion of credit card platform to medical and other
professionals as well as potential alliances with Banks and
other FinTechs
•Patient lending for hospitals and surgery centers with loan
terms up to 60 months
•Launched POS for elective medical procedures as well as other
retail and home improvement financing outlets
•White label consumer lending platform with Bank Network
•Leverage partnership with Pinnacle to develop deposit
products for medical and other professionals
28
$77
$104
$183
$172
$241
$0
$100
$200
$300
$400
201720182019202020212022 (fc)
BHG Pre-Tax Earnings
($ millions)
BHG estimates pre-tax earnings
growth in 2022 of ~15%
$711
$873
$1,449
$1,785
$2,808
$0
$500
$1,000
$1,500
$2,000
$2,500
$3,000
$3,500
$4,000
201720182019202020212022 (fc)
BHG Loan Originations
($ billions)
BHG estimates loan origination
growth in 2022 of ~40%
Q&A
SECOND QUARTER 2022
29
Supplemental Information
Slide #
•Balance Sheet31
•Income Statement55
•Peer Group62
30
Balance Sheet –Loan Portfolio Segments
($ in millions)Amts.
2Q22
%
2Q22
Amts.
1Q22
%
1Q22
Amts.
2Q21
%
2Q21
Amts.
2Q20
%
2Q20
C&I
$9,244.735.1%$8,213.133.5%$6,771.329.6%$6,293.727.9%
C&I –Paycheck Protection Program
51.10.2%157.20.6%1,372.96.0%2,222.69.9%
CRE –Owner Occ.
3,243.012.3%3,124.312.8%2,817.712.3%2,708.312.0%
Total C&I & O/O CRE
$12,538.847.6%$11,494.646.9%$10,961.947.9%$11,224.649.8%
CRE –Investment
4,909.618.6%4,707.819.2%4,644.520.2%4,822.521.4%
CRE –Multifamily and other
952.03.6%718.82.9%724.33.2%561.52.5%
C&D and Land
3,386.912.9%3,277.013.4%2,791.612.2%2,574.511.5%
Total CRE & Construction
$9,248.535.1%$8,703.635.5%$8,160.435.6%$7,958.535.4%
Consumer RE
4,047.115.4%3,813.315.6%3,335.514.6%3,042.613.5%
Consumer and other
498.81.9%487.52.0%440.11.9%294.51.3%
Total Other
$4,545.817.3%$4,300.817.6%$3,775.616.5%$3,337.114.8%
Total loans
$26,333.1100.0%$24,499.0100.0%$22,897.9100.0%$22,520.2100.0%
31
($ in millions)
TOTAL PINNACLEC&I & O/O CRECRE & CONSTRUCTIONOTHER LOANS*
Amts.
2Q22
Amts.
2Q21
Amts.
2Q22
Amts.
2Q21
Amts.
2Q22
Amts.
2Q21
Amts.
2Q22
Amts.
2Q21
Nashville
$7,741.1$6,635.0$3,420.5$2,913.5$2,793.7$2,487.9$1,526.9$1,233.6
Knoxville
2,032.51,776.41,194.41,014.5460.3466.1377.8295.8
Chattanooga
1,622.01,485.6931.5848.5355.1344.1335.4293.0
Memphis
1,838.61,563.61,029.8834.6459.6471.6349.2257.4
Huntsville
35.3-19.4-4.0-11.9-
Birmingham
246.7-222.7-33.2-7.0-
Total Tennessee /AL
$13,532.4 $11,460.6 $6,818.4 $5,611.1$4,105.9 $3,769.7 $2,608.2 $2,079.8
Greensboro/Highpoint
2,046.8 1,687.1751.8 581.21,001.6 866.5293.4 239.4
Charlotte
2,896.42,331.4787.3536.81,593.41,361.9515.7432.7
Raleigh
1,560.41,286.0280.5209.01,145.7936.5134.2140.5
Charleston
926.1882.6207.0188.1478.7454.4240.4240.1
Greenville
520.8436.2161.0129.7289.1251.370.755.2
Roanoke
619.5589.1222.3175.9285.0313.9112.299.3
Washington, D.C.
78.3-71.8-6.5---
SBA Lending Team
166.1138.1152.1121.911.815.22.21.0
Total Carolina/VA
$8,814.4 $7,350.5 $2,633.7 $1,942.6$4,811.8 $4,199.7$1,368.8$1,208.2
Atlanta
642.3 $206.3 355.7 120.6227.4 55.3 59.2 30.4
Specialty Lending*
1,289.1 822.3 1,065.8 -53.1 10.1 170.3 131.5
Paycheck ProtectionProgram
51.1 1,372.9 51.1 1,372.9----
Other
2,003.7 1,685.3 1,614.1 1,234.050.3125.6339.3 325.7
Total
$26,333.1 $22,897.9 $12,538.8 $10,961.9$9,248.5 $8,160.4 $4,545.8 $3,775.6
Balance Sheet –Loan Portfolio –Market Segmentation
Note: Percentages noted in red text represent year-over-year growth rates.
*: Represents mortgage, associate banking, automobile finance and various other business lines.
32
Balance Sheet –Loan Portfolio –CRE Segmentation
($ in millions)
Total NOO and MultifamilyTotal ConstructionTotal NOO and Construction
Amts.
2Q22
Amts.
1Q22
Amts.
2Q21
Amts.
2Q22
Amts.
1Q22
Amts.
2Q21
Amts.
2Q22
Amts.
1Q22
Amts.
2Q21
Multifamily
$996.4$709.9$713.5$819.4$886.6$696.8$1,815.8$1,596.5$1,410.3
Hospitality
778.4817.4850.921.719.089.5800.1836.4940.4
Retail
1,422.71,250.71,235.3219.0166.1142.31,641.71,416.81,377.6
Office
850.5840.9883.6232.8187.9173.21,083.31,028.81,056.8
Warehouse
779.6720.2692.2600.3534.9275.01,379.91,255.1967.2
Medical
713.9486.9474.1133.774.490.9847.6561.3565.0
Other
320.1600.6519.21,360.01,408.11,323.91,680.12,008.71,843.1
Total
$5,861.6$5,426.6$5,368.8$3,386.9$3,277.0$2,791.6
$9,248.5$8,703.6$8,160.4
Average Ticket Size (in ‘000s)
$2,185.2$2,031.4$1,955.8$725.9$733.3$638.8
$1,259.5$1,220.4$1,147.8
33
34
Rate IndexPortfolio Snapshot: End-of-PeriodWeighted Average Coupon Loan Originations: Quarterly Average Rate
At Jun. 30,
2021
At Mar. 31,
2022
At Jun. 30,
2022
YOY Change
As a % of
Total Portfolio
2Q211Q222Q22
Origination
Mix 2Q22
LIBOR/SOFR2.80%2.87%3.61%0.81%36.2%2.82%2.76%3.79%38.0%
1-MO LIBOR0.10%0.45%1.79%1.69%0.10%0.23%1.02%
Prime3.72%3.87%4.93%1.21%16.7%3.85%3.94%4.99%19.2%
FFS target0.25%0.50%1.75%1.50%0.25%0.30%0.96%
T-Bill4.22%4.00%4.06%(0.16)%4.7%3.69%3.78%4.49%3.1%
5-YR UST0.89%2.46%3.04%2.15%0.83%1.83%2.95%
FixedRate4.06%3.81%3.84%(0.22)%42.3%3.71%3.55%4.22%39.7%
Total Loans*3.55%3.49%3.95%0.40%100.0%3.52%3.38%4.21%100.0%
*Excludes leases, credit cards, PPP loans and loans HFS; loan yields consider contractual floors for individual loans but exclude the impact of other loan interest rate derivative products.
Balance Sheet –Loan Pricing Information
PPP Program was a Differentiator for Pinnacle
Pinnacle provided needed stimulus to smaller businesses in 2020 and 2021
PPP Trends
$(000’s)
Average
Balances
Aggregate
Yield
Interest
Income
Accretion
Income
Total
Revenues
2Q20$ 1,689,0332.89%$ 4,673$ 7,449$ 12,122
3Q20$ 2,235,2772.77%$ 5,795$ 9,760$ 15,555
4Q20$ 2,111,2824.64%$ 5,223$ 19,421$ 24,644
1Q21$ 2,064,8824.51%$ 5,167$ 17,788$ 22,955
2Q21$ 1,929,3635.47%$ 4,987$ 21,318$ 26,305
3Q21$ 983,4868.54%$ 2,711$ 18,464$ 21,175
4Q21$530,93011.56%$ 1,396$ 14,078$ 15,474
1Q22$255,63716.96%$ 667$ 10,172$ 10,839
2Q22$84,69819.23%$ 225$ 3,906$ 4,131
•$51.1 million in PPP balances remain on balance sheet atJune
30, 2022
•Unamortized fees of $1.1 mm atJune 30, 2022to be
recognized as loans are paid down or forgiven
35
($000’s)2020 PPP2021 PPPTotals
Total PPP fundings$ 2,483,177 $ 933,872$ 3,417,049
Total forgiveness, payoffs processed through
June 30, 2022
$ 2,467,515$ 898,434$ 3,365,948
Net PPP Balances atJune 30, 2022$ 15,662$ 35,438$ 51,100
Total fees for PPP fundings$ 77,431$ 46,021$ 123,452
Fee income recognized in prior years$ 77,203$ 31,108$ 108,311
Fee income recognized in 2022$ 221$ 13, 856$ 14,077
Fees unrecognized$ 7$ 1,057$ 1,064
Total interest income recognized in 2022$ 109$ 783$ 892
Total fee income recognized in 2022$ 221$ 13,856$ 14,077
Total revenues from PPP in 2022$ 330$ 14,639$ 14,969
Balance Sheet –Loan Portfolio Lines of Credit
($'s in millions)
12/31/20203/31/20216/30/20219/30/202112/31/20213/31/20226/30/2022
Linked Qtr.
Change
CRE –Investment & Construction
Net Active Balance$4,106.82$4,051.74$3,921.54$4,040.73$3,727.20$4,096.40$4,389.62$293.22
Net Available Credit3,191.473,463.313,841.694,158.194,968.765,347.776,145.46797.69
Total Exposure7,298.297,515.067,763.248,198.928,695.969,444.1810,535.081,090.90
% Funded56.3%53.9%50.5%49.3%42.9%43.4%41.7%(1.7%)
C&I and O/O CRE
Net Active Balance$3,367.16$3,428.60$3,658.73$3,939.28$4,148.52$4,471.15$4,973.23$502.08
Net Available Credit4,674.905,036.065,054.445,403.245,870.426,129.816,147.2017.39
Total Exposure8,042.068,464.678,713.179,342.5310,018.9410,600.9611,120.43519.47
% Funded41.9%40.5%42.0%42.2%41.4%42.2%44.7%2.5%
Consumer
Net Active Balance$1,571.21$1,511.32$1,597.98$1,597.06$1,608.47$1,589.27$1,850.23$260.96
Net Available Credit1,826.241,922.711,994.212,062.242,224.752,403.492,477.9974.50
Total Exposure3,397.453,434.033,592.193,659.303,833.223,992.764,328.22335.46
% Funded46.2%44.0%44.5%43.6%42.0%39.8%42.7%2.9%
Totals
Net Active Balance$9,045.19$8,991.67$9,178.25$9,577.07$9,484.18$10,156.82$11,213.08$1,056.26
Net Available Credit9,692.6110,422.0810,890.3411,623.6713,063.9413,881.0814,770.64889.56
Total Exposure18,737.8019,413.7520,068.5921,200.7422,548.1224,037.9025,983.721,945.82
% Funded48.3%46.3%45.7%45.2%42.1%42.3%43.2%0.9%
36
Total Allowance for Credit Losses for loans = $272.5 mm or 1.03% of loans atJune 30, 2022
(1)Calculation based on end of period loan balance
(2)Net charge-off percentage calculation is annualized and in relation to avg. quarterly loan balances
(3)For a reconciliation of this Non-GAAP financial measure to the comparable GAAP measure, see slide 59-60.
•3
rd
party economic forecast model provides significant inputs into ACL calculation
•Unemployment and GDP are primary economic forecast metrics
•Weighted average of Baseline (40%), Optimistic (30%) and Pessimistic (30%) scenarios used in 2Q 2022
Allowance for
Credit Losses
% of Loans
Off-Balance
Sheet
Total
AtJune 30, 2021$273,7471.20%
(1)
$23,219$296,966
Net Charge Offs($9,281)
0.16%
(2)
($9,281)
3Q Provision$4,169
($750)$3,419
AtSeptember 30, 2021$268,635
1.17%
(1)
$22,469$291,104
Net Charge Offs($8,077)
0.14%
(2)
($8,077)
4Q Provision$2,675
-$2,675
AtDecember 31, 2021$263,233
1.12%
(1)
$22,469$285,702
Net Charge Offs($2,958)
0.05%
(2)
($2,958)
1Q Provision$1,343
$500$1,843
AtMarch 31, 2022$261,618
1.07%
(1)
$22,969$284,587
Net Charge Offs($877)
0.01%
(2)
($877)
2Q Provision$11,742
$1,000$12,742
AtJune 30, 2022$272,483
1.03%
(1)
$23,969$296,452
AtJune 30, 2022Excluding PPP Loans
(3)
1.04%
(1)(3)
Forecasted economicmetrics
(1)
BaseCase Outlook at:3Q224Q221Q232Q23
US UnemploymentRates
1Q223.52%3.48%3.44%3.40%
2Q223.43%3.34%3.39%3.43%
US Real GDP Change
1Q221.96%2.67%3.48%4.29%
2Q221.14%1.82%2.40%2.99%
(1)Weighted metrics are used in PNFP CECL assessment. Unemployment rates are
quarterly averages. US Real GDP rates are change in quarterly GDP from 4Q21.
Current Expected Credit Losses
37
Current Expected Credit Losses
Allowance for Credit Losses
June 30, 2021
CECL
September 30, 2021
CECL
December 31, 2021
CECL
March 31, 2022
CECL
June 30, 2022
CECL
Amount% of LoansAmount% of LoansAmount% of LoansAmount% of LoansAmount% of Loans
Commercial and Industrial $102,1011.51%*$101,1461.43%*$112,3401.46%*$112,4121.37%*$125,7721.36%*
Commercial Real Estate98,3921.20%93,2851.14%78,1220.94%75,5840.88%72,1560.79%
Construction and Land Development 33,4871.20%32,8601.06%29,4291.01%29,8230.91%28,6810.85%
Consumer Real Estate30,4450.91%31,0250.88%32,1040.87%32,3200.85%33,8830.84%
Consumer and Other9,3222.12%10,0492.18%11,2382.31%11,4792.35%11,9912.40%
Allowance for Loan Losses$ 273,7471.27%*$268,6351.20%*$263,2331.14%*$261,6181.07%*$272,4831.04%*
Reserve for unfunded commitments23,21922,46922,46922,96923,969
Allowance for Credit Losses -Total$296,966$291,104$285,702$284,587$296,452
*: Reserve percentages for C&I and total loans exclude SBA PPP loans.
For a reconciliation of this Non-GAAP financial measure to the comparable GAAP measure, see slide 59-60.
38
Asset Quality
(*) Excludes past due loans rated substandard
($in millions)June 30, 2022
AS A % OF
TOTALLOANS
March 31, 2022
AS A % OF
TOTALLOANS
June 30, 2021
AS A % OF
TOTALLOANS
NPLs and > 90 days
Const. and land development
$4030.00%$3500.00%$1,0820.00%
Consumer RE
9,7540.04%8,2770.03%17,4720.08%
CRE –Owner Occupied
2,7560.01%3,1210.01%2,5030.01%
CRE –Non-Owner Occupied
2,1840.01%1,4360.01%2,7110.01%
Total real estate
$15,0970.06%$13,1840.05%$23,7680.10%
C&I
3,7040.01%14,6320.06%30,8340.13%
Other4980.00%4050.00%3130.00%
Total loans
$19,2990.07%$28,2210.12%$54,9150.24%
Classified loans and ORE
Substandard commercial loans$91,5190.35%$117,2710.48%$202,9170.89%
Doubtful commercial loans-0.00%-0.00%-0.00%
Other impaired loans9,0030.03%9,7290.04%19,4590.08%
90 days past due and accruing (*)3,7120.01%1,6050.01%1,8100.01%
Other real estate8,2370.03%8,2370.03%9,6020.04%
Other repossessed assets-0.00%2000.00%-0.00%
Total$112,4710.43%$137,0420.56%$233,7881.02%
Pinnacle Bank classified asset ratio2.9%3.6%6.8%
39
Balance Sheet –Loan Portfolio
40
-0.10%
0.00%
0.10%
0.20%
0.30%
0.40%
0.50%
0.60%
0.70%
0.80%
0.90%
1.00%
CREConstructionC&IConsumer REConsumer and
other
Total net charge
off rates
Net Loan Charge Offs by Loan Type
2019202020212022
Balance Sheet –Loan Portfolio –100/300 Test
($ in thousands)
Description2Q221Q224Q213Q212Q211Q21
Loans secured by real estate:
Construction, land development, and other loans:
1-4 family residentialconstruction loans$754,325$701,029$625,862$635,470$556,052$548,614
Other constructionloans and all land development and other land loans2,632,5412,576,0002,277,1552,461.4912,235,5592,020,355
Loans included in the 100% test$3,386,866$3,277,029$2,903,017$3,096,961$2,791,611$2,568,969
Securedby multifamily (5 or more) residential properties$968,717$744,498$627,803$664,599$739,788$798,120
Loans securedby other nonfarm nonresidential properties4,909,5984,707,7614,607,0484,597,7374,644,5514,782,712
Financed realestate not secured by real estate 436,674405,738452,283389,190490,637510,756
Loansincluded in the 300% test$9,701,855$9,135,026$8,590,150$8,748,487$8,666,587$8,660,556
Total Risk-Based Capital$3,877,155$3,748,002$3,670,111$3,466,596$3,483,255$3,382,393
%ofTotal Risk-Based Capital
100% Test –Constructionand LandDevelopment87%87%79%89%80%76%
300% Test –Construction and Land Development + NOOCRE + Multifamily250%244%234%252%249%256%
41
Balance Sheet –Deposit Portfolio –Market Segmentation
($ in millions)
TOTAL DEPOSITSCORE DEPOSITSNONCORE DEPOSITS
TOTAL PINNACLETRANSACTION AND MMDACDsPUBLIC FUNDS and OTHER DEPOSITS
2Q222Q212Q222Q212Q222Q212Q222Q21
Nashville$12,899.8$11,643.5$12,355.1$11,023.2 $358.8$425.0 $185.9$195.2
Knoxville2,446.02,415.2 2,344.02,295.3 65.681.2 36.438.7
Memphis2,240.81,699.0 2,046.91,455.6 96.8136.8 97.1106.6
Chattanooga1,883.21,659.3 1,770.21,562.6 55.338.5 57.758.3
Birmingham33.8-33.8-----
Huntsville215.6-214.1-1.2-0.3-
Total TN/AL$19,719.2$17,417.0 $18,764.1$16,336.7$577.7$681.5$377.4$398.8
Greensboro/Highpoint2,992.72,626.1 2,676.52,252.8 225.5239.8 90.6133.5
Charlotte1,955.21,775.7 1,781.11,552.7 125.5147.0 48.676.0
Charleston1,492.21,275.7 1,372.51,152.5 97.0100.6 22.722.6
Raleigh983.4913.0 936.6861.0 36.340.1 10.511.9
Roanoke966.1802.3 882.6706.7 66.379.7 17.215.9
Greenville458.8412.3 393.0336.8 46.357.9 19.517.6
Washington, D.C.6.1-6.1-----
Total Carolinas / VA$8,854.5$7,805.1$8,048.4$6,862.5$596.9$665.1$209.1$277.5
Atlanta321.2126.2 316.2126.2 2.9-2.1-
Specialty Lending 601.9379.5599.2373.51.21.81.44.3
Other3,098.52,489.7 1,094.5800.310.210.1 1,993.81,679.4
Total$32,595.3$28,217.5$28,822.4$24,499.2$1,188.9$1,358.5$2,583.8$2,360.0
Note: Percentages noted in red text represent year-over-year growth rates.
42
Balance Sheet –Bond Portfolio Statistics
●Investmentsto Total Assets of 16.3%
16.4%
1.9%
26.6%
5.1%
1.6%
48.3%
Agency/TreasuryCorporatesMBSAsset BackedCMOsMunicipals
Portfolio: June 30, 2022
Total Investments $6.6 billion
Net Unrealized Gain (Loss) ($155.1) million
QuarterDurationAvg. Yield-TE
2Q224.6%2.3%
1Q224.4%2.1%
4Q214.1%2.1%
3Q214.5%2.0%
2Q214.3%2.3%
1Q214.8%2.3%
4Q204.4%2.3%
3Q204.7%2.4%
2Q204.6%2.6%
1Q204.3%2.8%
43
Investment Securities Segmentation
Note: See slide 62for peer group utilized in the above analysis.
Source: S&P Global
75%
76%76%
77%
72%
25%
24%
24%
23%
28%
Jun. 2021Sep. 2021Dec. 2021Mar. 2022Jun. 2022
Effective Bond Portfolio Composition
End of Period
Fixed RateVariable Rate
Balance Sheet –Bond Portfolio
44
2.29
16.3
-
5.0
10.0
15.0
20.0
25.0
30.0
35.0
40.0
-
0.50
1.00
1.50
2.00
2.50
3.00
3.50
4.00
2017Q12017Q22017Q32017Q42018Q12018Q22018Q32018Q42019Q12019Q22019Q32019Q42020Q12020Q22020Q32020Q42021Q12021Q22021Q32021Q42022Q12022Q2
% of Total Assets
Bond Yields
PNFP - Bond YieldsPeer Median - Bond Yields
PNFP - % of Total AssetsPeer Median - % of Total Assets
Interest Rate Sensitivity
▪With substantially all floating rate loans above floors as of 6/30, the asset side of the balance sheet is positioned to react more favorably to additional Fed rate hikes.
▪The IRR sensitivity analysis assumes deposit betas based on the prior tightening cycle, which equates to approximately 55% for interest-bearing deposits and approximately 40% for
total deposits.
▪Given current industry liquidity levels, we are optimistic we can outperform historical levels while still protecting relationship deposits.
45
Note: We believe our interest rate sensitivity modeling is consistent with regulatory requirements.Our interest rate sensitivity modeling incorporates a number ofbroad assumptions for earnings simulation, including loan and deposit re-pricing characteristics, the rate of loan
prepayments, static balance sheet, etc. Management periodically reviews these assumptions for accuracy based on historical data and future expectations and may change assumptions over time based on better data sources, improved modeling techniques, regulatory changes, etc. Our
ALCO policy requires that the base scenario assumes ALL rates remain flat for the prescribed time periods and is the scenario, including those above, to which all others are compared in order to measure the change in net interest income. Policy limits are applied to the results of certain
modeling scenarios. While the primary policy scenarios focus is on a twelve-month time frame, including the information above, for the earnings simulations model, longer time horizons are also modeled but are not shown herein.
-1.2%
0.2%
0.4%
0.7%
1.6%
1.5%
-1.0%
1.9%
2.2%
2.8%
3.7%
3.2%
-2.0%
-1.0%
0.0%
1.0%
2.0%
3.0%
4.0%
1Q212Q213Q214Q211Q222Q22*
Net Interest Income %
D
Rising Rate Ramp & Shock Scenarios
Ramp +100bpShock +100bp
*Most recent IRR sensitivity analysis completed as of 5/31/22
NIM Adjusted for PPP and Liquidity Impact –2Q22
Estimate PPP and Liquidity Build negatively impacted 2Q22 NIM by 0.12%
(2) Yields computed on tax-exempt instruments on a tax equivalent basis and included $9.6 million of taxable equivalent income for the three months ended Jun. 30, 2022compared to $7.9
million for the three months ended Jun. 30, 2021. 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 then current period presented.
(1) Average balances of nonperforming loans are included in the above amounts.
(3) 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.
Actual Avg Balances
2Q22
ProForma
Adjustments
Adjusted Avg
Balances after PF
EntriesInterest
ProForma
Adjustments
Adjusted
Interest after
PF EntriesRates/ Yields
ProForma
Yield/ Rate
Adj.
Adj. Yield/
Rates after
PF Entries
Loans
(1)(2)
$ 25,398$ (85)
a
$ 25,313 $ 252.2 $ (4.1)
a
$ 248.14.07%19.56%
a
4.02%
Securities
(2)
Taxable3,421 3,421 12.712.71.49%1.49%
Tax-exempt3,0263,026 19.9 19.93.19%3.19%
Other1781781.11.12.51%2.51%
Fed funds sold & Interest-
bearing deposits2,659(2,062)
b
597 6.5 $ (5.0)
b
1.5 0.97%0.97%
b
0.97%
$ 34,682(2,147)$ 32,535 $ 292.4 $ (9.1)$ 283.3 3.49%3.61%
Nonearning assets4,099 4,099
$ 38,781$ (2,147)$ 36,634
Total deposits and Interest-
bearing liabilities33,224(2,147)
a,b
31,077 27.8(1.8)
a,b
26.00.34%0.34%
a,b
0.34%
Other liabilities241241
Stockholders' equity5,3165,316
$ 38,781$ (2,147)$ 36,634
Net Interest income$ 264.6 $ (7.3)$ 257.3
Net interest margin
(3)
3.17%0.12%3.29%
Pro Forma Adjustments
a Average balances of PPP loans carried during 2Q22 at an average yield of 19.56%; assume funded from all funding sources.
b Estimated average balances of excess liquidity carried during 2Q22 with average yield of 0.97%; assume funded from all funding sources.
46
NIM Adjusted for PPP and Liquidity Impact –1Q22
Estimate PPP and Liquidity Build negatively impacted 1Q22 NIM by 0.29%
(2) Yields computed on tax-exempt instruments on a tax equivalent basis and included $8.5 million of taxable equivalent income for the three months ended Mar. 31, 2022compared to $7.3
million for the three months ended Mar. 31, 2021. 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 then current period presented.
(1) Average balances of nonperforming loans are included in the above amounts.
(3) 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.
Actual Avg Balances
1Q22
ProForma
Adjustments
Adjusted Avg
Balances after PF
EntriesInterest
ProForma
Adjustments
Adjusted
Interest after
PF EntriesRates/ Yields
ProForma
Yield/ Rate
Adj.
Adj. Yield/
Rates after
PF Entries
Loans
(1)(2)
$ 23,849$ (256)
a
$ 23,593 $ 227.0 $ (10.8)
a
$ 216.23.94%17.19%
a
3.80%
Securities
(2)
Taxable3,235 3,235 11.011.01.39%1.39%
Tax-exempt2,9092,909 17.4 17.42.94%2.94%
Other1701700.60.61.33%1.33%
Fed funds sold & Interest-
bearing deposits4,630 (4,273)
b
357 2.5 $ (2.3)
b
0.2 0.22%0.22%
b
0.22%
$ 34,792(4,529)$ 30,263 $ 258.6 $ (13.1)$ 245.4 3.11%3.40%
Nonearning assets3,845 3,845
$ 38,637$ (4,529)$ 34,108
Total deposits and Interest-
bearing liabilities33,049(4,529)
a,b
28,520 19.1(2.6)
a,b
16.50.23%0.23%
a,b
0.23%
Other liabilities257257
Stockholders' equity5,3315,331
$ 38,637$ (4,529)$ 34,108
Net Interest income$ 239.5 $ (10.6)$ 228.9
Net interest margin
(3)
2.89%0.29%3.18%
Pro Forma Adjustments
a Average balances of PPP loans carried during 1Q22 at an average yield of 17.19%; assume funded from all funding sources.
b Estimated average balances of excess liquidity carried during 1Q22 with average yield of 0.22%; assume funded from all funding sources.
47
NIM Adjusted for PPP and Liquidity Impact –4Q21
Estimate PPP and Liquidity Build negatively impacted 4Q21 NIM by 0.25%
(2) Yields computed on tax-exempt instruments on a tax equivalent basis and included $10.1 million of taxable equivalent income for the three months ended Dec. 31, 2021compared to $8.4
million for the three months ended Dec. 31, 2020. 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 then current period presented.
(1) Average balances of nonperforming loans are included in the above amounts.
(3) 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.
Actual Avg Balances
4Q21
ProForma
Adjustments
Adjusted Avg
Balances after PF
EntriesInterest
ProForma
Adjustments
Adjusted
Interest after
PF EntriesRates/ Yields
ProForma
Yield/ Rate
Adj.
Adj. Yield/
Rates after
PF Entries
Loans
(1)(2)
$ 23,226$ (531)
a
$ 22,695 $ 230.0 $ (15.5)
a
$ 214.64.04%11.56%
a
3.86%
Securities
(2)
Taxable3,113 3,113 9.79.71.24%1.24%
Tax-exempt2,7012,701 16.9 16.93.04%3.04%
Other1681680.50.51.28%1.28%
Fed funds sold & Interest-
bearing deposits4,188 (3,843)
b
345 2.0 $ (1.8)
b
0.2 0.19%0.19%
b
0.19%
$ 33,395(4,374)$ 29,021 $ 259.2 $ (17.3)$ 241.9 3.20%3.44%
Nonearning assets3,737 3,737
$ 37,132 $ (4,374)$ 32,758
Total deposits and Interest-
bearing liabilities31,549(4,374)
a,b
27,175 20.4(2.8)
a,b
17.60.26%0.26%
a,b
0.26%
Other liabilities321321
Stockholders' equity5,2635,263
$ 37,132$ (4,374)$ 32,758
Net Interest income$ 238.8 $ (14.5)$ 224.3
Net interest margin
(3)
2.96%0.25%3.20%
Pro Forma Adjustments
a Average balances of PPP loans carried during 4Q21 at an average yield of 11.56%; assume funded from all funding sources.
b Estimated average balances of excess liquidity carried during 4Q21 with average yield of 0.19%; assume funded from all funding sources.
48
NIM Adjusted for PPP and Liquidity Impact –3Q21
Estimate PPP and Liquidity Build negatively impacted 3Q21 NIM by 0.17%
(2) Yields computed on tax-exempt instruments on a tax equivalent basis and included $8.5 million of taxable equivalent income for the three months ended September 30, 2021compared to
$7.3 million for the three months ended September 30, 2020. 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 then current period presented.
(1) Average balances of nonperforming loans are included in the above amounts.
(3) 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.
Actual Avg Balances
3Q21
ProForma
Adjustments
Adjusted Avg
Balances after PF
EntriesInterest
ProForma
Adjustments
Adjusted
Interest after
PF EntriesRates/ Yields
ProForma
Yield/ Rate
Adj.
Adj. Yield/
Rates after
PF Entries
Loans
(1)(2)
$ 22,987$ (984)
a
$ 22,003 $ 233.9 $ (21.2)
a
$ 212.74.13%8.54%
a
3.93%
Securities
(2)
Taxable2,868 2,868 9.09.01.24%1.24%
Tax-exempt2,5832,583 15.9 15.92.93%2.93%
Other1551550.50.51.38%1.38%
Fed funds sold & Interest-
bearing deposits3,588 (3,174)
b
414 1.6 $ (1.5)
b
0.1 0.18%0.18%
b
0.13%
$ 32,181(4,158)$ 28,023 $ 260.9 $ (22.7)$ 238.2 3.32%3.49%
Nonearning assets3,715 3,715
$ 35,896 $ (4,158)$ 31,738
Total deposits and Interest-
bearing liabilities30,379(4,158)
a,b
26,221 23.3(3.2)
a,b
20.10.30%0.30%
a,b
0.30%
Other liabilities340340
Stockholders' equity5,1775,177
$ 35,896$ (4,158)$ 31,738
Net Interest income$ 237.5 $ (19.5)$ 218.1
Net interest margin
(3)
3.03%0.17%3.21%
Pro Forma Adjustments
a Average balances of PPP loans carried during 3Q21 at an average yield of 8.54%; assume funded from all funding sources.
b Estimated average balances of excess liquidity carried during 3Q21 with average yield of 0.18%; assume funded from all funding sources.
49
NIM Adjusted for PPP and Liquidity Impact –2Q21
Estimate PPP and Liquidity Build negatively impacted 2Q21 NIM by 0.17%
(2) Yields computed on tax-exempt instruments on a tax equivalent basis and included $7.9 million of taxable equivalent income for the three months ended June 30, 2021compared to $6.9
million for the three months ended June 30, 2020. 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 then current period presented.
(1) Average balances of nonperforming loans are included in the above amounts.
(3) 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.
Actual Avg Balances
2Q21
ProForma
Adjustments
Adjusted Avg
Balances after PF
EntriesInterest
ProForma
Adjustments
Adjusted
Interest after
PF EntriesRates/ Yields
ProForma
Yield/ Rate
Adj.
Adj. Yield/
Rates after
PF Entries
Loans
(1)(2)
$ 23,180$ (1,929)
a
$ 21,251 $ 232.8 $ (26.3)
a
$ 206.54.11%5.47%
a
3.98%
Securities
(2)
Taxable2,581 2,581 8.48.41.30%1.30%
Tax-exempt2,4562,456 16.5 16.5 3.25%3.25%
Other1571570.60.61.47%1.47%
Fed funds sold & Interest-
bearing deposits2,986 (2,574)
b
412 1.0 $ (0.9)
b
0.1 0.13%0.13%
b
0.13%
$ 31,360 (4,503)$ 26,857 $ 259.2 $ (27.2)$ 232.1 3.42%3.58%
Nonearning assets3,694 3,694
$ 35,054 $ (4,503)$ 30,551
Total deposits and Interest-
bearing liabilities29,749 (4,503)
a,b
25,246 26.0 (3.9)
a,b
22.10.35%0.35%
a,b
0.35%
Other liabilities265 265
Stockholders' equity5,0405,040
$ 35,054$ (4,503)$ 30,551
Net Interest income$ 233.2 $ (23.2)$ 210.0
Net interest margin
(3)
3.08%0.17%3.25%
Pro Forma Adjustments
a Average balances of PPP loans carried during 2Q21 at an average yield of 5.47%; assume funded from all funding sources.
b Estimated average balances of excess liquidity carried during 2Q21 with average yield of 0.14%; assume funded from all funding sources.
50
NIM Adjusted for PPP and Liquidity Impact –1Q21
Estimate PPP and Liquidity Build negatively impacted 1Q21 NIM by 0.27%
(2) Yields computed on tax-exempt instruments on a tax equivalent basis and included $7.3 million of taxable equivalent income for the three months ended March 31, 2021compared to $7.0
million for the three months ended March 31, 2020. The tax-exempt benefit has been reduced by the projected impact of tax-exemptincome that will be disallowed pursuant to IRS
Regulations as of and for the then current period presented.
(1) Average balances of nonperforming loans are included in the above amounts.
(3) 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.
Actual Avg Balances
1Q21
ProForma
Adjustments
Adjusted Avg
Balances after PF
EntriesInterest
ProForma
Adjustments
Adjusted
Interest after
PF EntriesRates/ Yields
ProForma
Yield/ Rate
Adj.
Adj. Yield/
Rates after
PF Entries
Loans
(1)(2)
$ 22,848$ (2,065)
a
$ 20,783 $ 227.4 $ (23.0)
a
$ 204.44.11%4.51%
a
4.07%
Securities
(2)
Taxable2,271 2,271 7.77.71.38%1.38%
Tax-exempt2,3952,395 15.5 15.5 3.15%3.15%
Other1601600.60.61.54%1.54%
Fed funds sold & Interest-
bearing deposits3,196 (2,752)
b
445 0.7 $ (0.6)
b
0.1 0.09%0.09%
b
0.09%
$ 30,871 (4,816)$ 26,054 $ 251.9 $ (23.6)$ 228.3 3.41%3.67%
Nonearning assets3,789 3,789
$ 34,659 $ (4,816)$ 29,843
Total deposits and Interest-
bearing liabilities29,373 (4,816)
a,b
24,556 29.0 (4.8)
a,b
24.30.40%0.40%
a,b
0.40%
Other liabilities332 332
Stockholders' equity4,954 4,954
$ 34,659 $ (4,816)$ 29,843
Net Interest income$ 222.9 $ (18.8)$ 204.0
Net interest margin
(3)
3.02%0.27%3.29%
Pro Forma Adjustments
a Average balances of PPP loans carried during 1Q21 at an average yield of 4.51%; assume funded from all funding sources.
b Estimated average balances of excess liquidity carried during 1Q21 with average yield of 0.09%; assume funded from all funding sources.
51
NIM Adjusted for PPP and Liquidity Impact –4Q20
Estimate PPP and Liquidity Build negatively impacted 4Q20 NIM by 0.29%
(2) Yields computed on tax-exempt instruments on a tax equivalent basis and included $8.4 million of taxable equivalent income for the three months ended December 31, 2020compared to
$8.1 million for the three months ended December 31, 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 then current period presented.
(1) Average balances of nonperforming loans are included in the above amounts.
(3) 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.
Actual Avg Balances
4Q20
ProForma
Adjustments
Adjusted Avg
Balances after PF
EntriesInterest
ProForma
Adjustments
Adjusted
Interest after
PF EntriesRates/ Yields
ProForma
Yield/ Rate
Adj.
Adj. Yield/
Rates after
PF Entries
Loans
(1)(2)
$ 22,525$ (2,110)
a
$ 20,414 $ 232.6 $ (24.6)
a
$ 208.0 4.20%4.64%
a
4.16%
Securities
(2)
Taxable2,236 2,236 7.57.5 1.34%1.34%
Tax-exempt2,3322,332 15.4 15.4 3.16%3.16%
Other1571570.60.61.52%1.52%
Fed funds sold & Interest-
bearing deposits3,464 (2,978)
b
486 0.9 $ (0.8)
b
0.1 0.10%0.11%
b
0.09%
$ 30,714 (5,088)$ 25,626 $ 257.0 $ (25.4)$ 231.6 3.44%3.60%
Nonearning assets3,723 3,723
$ 34,437 $ (5,088)$ 29,348
Total deposits and Interest-
bearing liabilities29,239 (5,088)
a,b
24,150 36.1 (6.3)
a,b
29.80.49%0.49%
a,b
0.49%
Other liabilities346 346
Stockholders' equity4,852 4,852
$ 34,437 $ (5,088)$ 29,348
Net Interest income$ 221.0 $ (19.1)$ 201.9
Net interest margin
(3)
2.97%0.29%3.27%
Pro Forma Adjustments
a Average balances of PPP loans carried during 4Q20 at an average yield of 4.64%; assume funded from all funding sources.
b Estimated average balances of excess liquidity carried during 4Q20 with average yield of 0.11%; assume funded from all funding sources.
52
NIM Adjusted for PPP and Liquidity Impact –3Q20
Estimate PPP and Liquidity Build negatively impacted 3Q20 NIM by 0.40%
(2) Yields computed on tax-exempt instruments on a tax equivalent basis and included $7.3 million of taxable equivalent income for the three months ended Sept. 30, 2020compared 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 then current period presented.
(1) Average balances of nonperforming loans are included in the above amounts.
(3) 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.
Actual Avg Balances
3Q20
ProForma
Adjustments
Adjusted Avg
Balances after PF
EntriesInterest
ProForma
Adjustments
Adjusted
Interest after
PF EntriesRates/ Yields
ProForma
Yield/ Rate
Adj.
Adj. Yield/
Rates after
PF Entries
Loans
(1)(2)
$ 22,493
$
(2,235)
a
$ 20,258 $ 224.5 $ (15.6)
a
$ 208.9 4.04%2.77%
a
4.19%
Securities
(2)
Taxable2,226 2,226 8.38.3 1.43%1.48%
Tax-exempt2,194 2,194 15.0 15.0 3.37%3.29%
Other1521520.60.61.62%1.62%
Fed funds sold & Interest-
bearing deposits3,127 (2,616)
b
511 0.8 $ (0.7)
b
0.1 0.10%0.10%
b
0.10%
$ 30,192 (4,851)$ 25,341 $ 249.2 $ (16.3)$ 232.9 3.38%3.79%
Nonearning assets3,647 3,647
$ 33,839
$
(4,851)$ 28,988
Total deposits and Interest-
bearing liabilities28,731 (4,851)
a,b
23,880 42.6 (7.2)
a,b
35.4 0.59%0.59%
a,b
0.59%
Other liabilities342 342
Stockholders' equity4,766 4,766
$ 33,839
$
(4,851)$ 28,988
Net Interest income$ 206.6 $ (9.0)$ 197.5
Net interest margin
(3)
2.82%0.40%3.22%
Pro Forma Adjustments
a Average balances of PPP loans carried during 3Q20 at an average yield of 2.77%; assume funded from all funding sources.
b Estimated average balances of excess liquidity carried during 3Q20 with average yield of 0.10%; assume funded from all funding sources.
53
NIM Adjusted for PPP and Liquidity Impact –2Q20
Estimate PPP and Liquidity Build negatively impacted 2Q20 NIM by 0.32%
(2) Yields computed on tax-exempt instruments on a tax equivalent basis and included $6.9 million of taxable equivalent income for the three months ended June 30, 2020compared to $6.9
million for the three months ended June 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 then current period presented.
(1) Average balances of nonperforming loans are included in the above amounts.
(3) 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.
Actual Avg Balances
2Q20
ProForma
Adjustments
Adjusted Avg
Balances after PF
EntriesInterest
ProForma
Adjustments
Adjusted
Interest after
PF EntriesRates/ Yields
ProForma
Yield/ Rate
Adj.
Adj. Yield/
Rates after
PF Entries
Loans
(1)(2)
$ 22,257 $ (1,689)
a
$ 20,568 $ 226.28 $ (12.12)
a
$ 214.16 4.16%2.89%
a
4.27%
Securities
(2)
Taxable2,157 2,157 9.59 9.59 1.79%1.79%
Tax-exempt2,038 2,038 14.60 14.60 3.44%3.44%
Fed funds sold2,619 (1,967)
b
652 1.27 $ (0.42)
b
0.85 0.20%0.09%
b
0.29%
$ 29,071 (3,656)$ 25,415 $ 251.74 $ (12.54)$ 239.20 3.58%3.89%
Nonearning assets3,715 3,715
$ 32,786 $ (3,656)$ 29,130
Total Deposits and
Interest Bearing
Liabilities27,919 (3,656)
a,b
24,263 51.08 (6.69)
a,b
44.39 0.74%0.74%
a,b
0.74%
Other liabilities368 368
Stockholders' equity4,499 4,499
$ 32,786 $ (3,656)$ 29,130
Net Interest income$ 200.66 $ (5.86)$ 194.80
Net interest margin
(3)
2.87%0.32%3.19%
Pro Forma Adjustments
a Average balances of PPP loans carried during 2Q20 at an average yield of 2.89%. Assume funded from all funding sources.
b Estimated average balances of excess liquidity carried during 2Q20 with average yield of 0.09%. Assume funded from all funding sources.
54
Income Statement –Mortgage Volumes
1.00%
1.50%
2.00%
2.50%
3.00%
3.50%
4.00%
4.50%
5.00%
$25,000
$100,000
$175,000
$250,000
$325,000
$400,000
$475,000
$550,000
$625,000
Purchase Money Refinance Gross fees as a % of loans originated
55
*: excluding gains and losses on sales of investment securities. For a reconciliation of these Non-GAAP financial measures to the comparable GAAP measures, see slides 59-60.
Note: See slide 62 for peer group utilized in the above analysis. Peer group calculated by aggregating total peer revenues by total peer weighted avg. shares for each quarter.
Source: S&P Global
56
$11.10
$11.43
$11.74
$12.13
$12.42
$12.92
$13.44
$13.54
$13.87
$14.05
$14.35
$15.07
$15.78
$16.51
$17.07
$17.50
$17.85
$18.62
8.8%
11.3%
11.9%
13.0%
11.9%
13.0%
14.5%
11.6%
11.6%
8.7%
6.8%
11.3%
13.8%
17.5%
19.0%
16.2%
13.1%
12.8%
7.3%
6.4%
6.7%
6.2%
4.6%
4.8%
4.3%
4.4%
5.8%
6.7%
6.6%
5.3%
6.5%
5.8%
3.4%
0.5%
-0.3%
-2.0%
0.0%
2.0%
4.0%
6.0%
8.0%
10.0%
12.0%
14.0%
16.0%
18.0%
20.0%
$10.00
$11.00
$12.00
$13.00
$14.00
$15.00
$16.00
$17.00
$18.00
$19.00
$20.00
1Q182Q183Q184Q181Q192Q193Q194Q191Q202Q203Q204Q201Q212Q213Q214Q211Q222Q22
Y/Y Revenue per Share Growth
Revenue per Share
LTM Revenue Per Share Growth* vs. Peers
PNFP LTM Revenue/Share*PNFP Y/Y GrowthPeer Median Y/Y Growth
Income Statement –Revenue Per Share
($'s in thousands)
2018201920202021YTD 2Q22
PPNR Trends
Net interest income $ 736,342$ 766,142$821,788$932,401$504,049
Noninterest income 200,850263,826317,840395,734228,998
Noninterest expense (452,867)(505,148)(564,455)(660,104)(378,699)
PPNR before adjustments$ 484,325$ 524,820$575,173$668,031$354,348
Adjustments to PPNR
Investment (gains) and losses$ 2,254$ 5,941($986)($759)61
Loss on sale of non-prime automobile portfolio-1,536---
ORE expense (benefit)7234,2288,555(712)191
Merger charges8,259----
FHLB restructuring charges--15,168--
Hedge termination charges--4,673--
Branch rationalization charges-3,189---
Adjusted PPNR $ 495,561$539,714$602,583$666,560$354,600
Adjusted PPNR growth rate*36.6%8.9%11.6%10.6%6.4%
Net PPNR per share*$6.25$6.84$7.60$8.80$9.33
Adjustments to PPNR per share*$0.15$0.19$0.36$0.02$0.01
Adjusted Net PPNR per share*$6.40$ 7.03$7.96$8.78$9.34
PPNR/share growth rate13.5%9.8%13.2%10.3%6.4%
Income Statement –PPNR
$0
$100
$200
$300
$400
$500
$600
$700
20182019202020212Q22*
Adjusted PPNR
*: YTD Annualized
57
*: 2Q22 YTD Annualized
BHG Financials
Strong equity to support business model
Source: BHG Internal Data, unaudited.
•Record earnings in second consecutive quarter (2Q22)
•Strong cash position provides increased liquidity
58
($'s in thousands)
At Jun 30,
2022
At Mar 31,
2022
At Jun 30,
2021
Cash and Cash Equivalents454,982 440,594 240,568
Loans Held for Investment2,533,138 2,338,317 1,334,049
Allowance for Loan Losses(75,772) (57,817) (33,730)
Loans Held for Sale323,351 181,918 216,385
Premises and Equipment90,258 85,617 65,032
Other Assets139,422 117,753 59,843
Total Assets3,465,380$ 3,106,382$ 1,882,147$
Recourse Obligation234,945 207,954 267,066
Secured Borrowings2,101,578 1,837,361 1,141,196
Notes Payable462,898 464,087 30,949
Borrower Reimbursable Fee123,267 112,364 88,307
Other Liabilities57,961 85,109 45,638
2,980,649$ 2,706,875$ 1,573,156$
Equity (all Tangible)484,731 399,507 308,991
Total Liabilities & Stockholders Equity3,465,380$ 3,106,382$ 1,882,147$
Loan Liability at Other Banks4,719,341 4,315,842 4,017,575
Total Outstanding Loan Liability7,176,708 6,596,342 5,317,894
Soundness Statistics:
Cash to Assets13.13%14.18%12.78%
Equity to Assets13.99%12.86%16.42%
Recourse Obligation to Loans at Other Banks4.98%4.82%6.65%
Allowance to Loans Held for Investment2.99%2.47%2.53%
Total Reserves against Total Outstanding4.33%4.03%5.66%
Total Liabilities
($'s in thousands)2Q 20221Q 20222Q 2021
Interest Income98,089$ 83,244$ 44,022$
Interest Expense20,989 15,948 8,202
Provision for Loan Losses35,935 24,038 12,967
Net Interest Income After Provision for Loan Losses41,165 43,258 22,853
Gains on Loan Sales & Origination Fees189,982 148,040 127,471
Other Income9,876 7,328 7,491
Total Net Revenues241,023 198,626 157,816
Gross Revenues297,947 238,612 178,984
Salary and Benefits61,494 55,959 43,906
Marketing Expenses39,035 44,618 30,728
Portfolio Expenses7,999 6,863 4,560
Other Expenses25,288 21,359 16,269
Total Operating Expenses133,816 128,800 95,463
Net Earnings107,207$ 69,826$ 62,353$
Profitability Statistics
Earnings to Gross Revenues35.98%29.26%34.84%
Portfolio Mgmt Expense to Gross Revenues21.79%19.63%14.37%
Operating Expenses to Gross Revenues44.91%53.98%53.34%
Income Statement
Reconciliation of Non-GAAP Financial Measures
59
Income Statement
Reconciliation of Non-GAAP Financial Measures
60
Income Statement
Reconciliation of Non-GAAP Financial Measures
61
2022 Peer Group
62
Institution NameTickerCity, State
Pinnacle Financial Partners, Inc.PNFPNashville, TN
Comerica Inc. CMADallas, TX
First Horizon Corp. FHNMemphis, TN
Zions Bancorp. NAZIONSalt Lake City, UT
Synovus Financial Corp.SNVColumbus, GA
Cullen/Frost Bankers, Inc.CFRSan Antonio, TX
Wintrust Financial CorporationWTFCRosemont, IL
Valley National BancorpVLYNew York, NY
South State CorporationSSBWinter Haven, FL
F.N.B. CorporationFNBPittsburgh, PA
UMB Financial CorporationUMBFKansas City, MO
Prosperity Bancshares, Inc.PBHouston, TX
PacWest BancorpPACWBeverly Hills, CA
Hancock Whitney CorporationHWCGulfport, MS
Bank United Inc.BKUHouston, TX
Commerce Bancshares, Inc.CBSHKansas City, MO
Associated Banc-corpASBGreen Bay, WI
Umpqua Holdings CorporationUMPQPortland, OR
Cadence BankCADETupelo, MS
United Bankshares Inc.
UBSICharleston, WV
Fulton Financial CorporationFULTLancaster, PA
Bank OZKOZKLittle Rock, AR
Simmons First National CorporationSFNCPine Bluff, AR
Investor Call
SECOND QUARTER 2022
M. TERRY TURNER, PRESIDENT AND CEO
HAROLD R. CARPENTER, EVP AND CFO
1Q16 release
guidanceUploaded 4/9/2026by pdf-importType: press_releasePublished 3/15/2016
Content preview
.
FOR IMMEDIATE RELEASE
MEDIA CONTACT: Nikki Klemmer, 615-743-6132
FINANCIAL CONTACT: Harold Carpenter, 615-744-3742
WEBSITE: www.pnfp.com
PNFP REPORTS DILUTED EARNINGS PER SHARE OF $0.68 FOR 1Q 2016
Excluding merger-related charges, diluted EPS was a record $0.71 for 1Q 2016
NASHVILLE, TN, April 18, 2016 – Pinnacle Financial Partners, Inc. (Nasdaq/NGS: PNFP)
reported net income per diluted common share of $0.68 for the quarter ended March 31, 2016,
compared to net incom...
Show full content (61,457 chars)
.
FOR IMMEDIATE RELEASE
MEDIA CONTACT: Nikki Klemmer, 615-743-6132
FINANCIAL CONTACT: Harold Carpenter, 615-744-3742
WEBSITE: www.pnfp.com
PNFP REPORTS DILUTED EARNINGS PER SHARE OF $0.68 FOR 1Q 2016
Excluding merger-related charges, diluted EPS was a record $0.71 for 1Q 2016
NASHVILLE, TN, April 18, 2016 – Pinnacle Financial Partners, Inc. (Nasdaq/NGS: PNFP)
reported net income per diluted common share of $0.68 for the quarter ended March 31, 2016,
compared to net income per diluted common share of $0.62 for the quarter ended March 31,
2015, an increase of 9.7 percent.
Excluding pre-tax merger-related charges of $1.8 million for the three months ended March
31, 2016, net income per diluted common share was $0.71 for the three months ended March
31, 2016, or a 14.5 percent increase over the same period last year.
“Several very significant events occurred during the first quarter of 2016,” said M. Terry
Turner, Pinnacle’s president and chief executive officer. “First, in January, we announced our
intent to merge with Avenue Financial Holdings (Avenue) later this year. The combination of our
two franchises will further expand our penetration in Nashville, TN, which we believe is one of
the strongest banking markets in the United States. Second, in early March, we closed on our
previously announced acquisition of an additional 19 percent interest in Bankers Healthcare
Group (BHG), bringing our total ownership to 49 percent. We believe our partnership with BHG
has produced outstanding results for our shareholders, and we will continue to look for
opportunities to grow revenues between the two firms. Third, in mid-March, we successfully
completed the technology and brand integration of CapitalMark Bank & Trust in Chattanooga so
that now we operate just one platform and brand in all of our markets.”
GROWING THE CORE EARNINGS CAPACITY OF THE FIRM:
Revenues (excluding securities gains and losses) for the quarter ended March 31,
2016 were a record $99.8 million, an increase of $1.7 million from the fourth quarter
Page 2
of 2015. Revenues (excluding securities gains and losses) increased 43.0 percent
over the same quarter last year.
Loans at March 31, 2016 were a record $6.828 billion, an increase of $284.7 million
from Dec. 31, 2015 and $2.183 billion from March 31, 2015, reflecting year-over-year
growth of 47.0 percent. Included in first quarter loan growth was $169.2 million of
purchased loans that were acquired in conjunction with a recent liftout of three
commercial lenders in the Memphis market.
Average balances of noninterest-bearing deposit accounts were $1.960 billion in the
first quarter of 2016 and represented approximately 27.9 percent of total average
deposit balances for the quarter. First quarter 2016 average noninterest-bearing
deposits increased 46.0 percent over the same quarter last year.
“Setting the $169.2 million loan purchase aside, organic net loan growth during the first
quarter was $115.5 million, which represented more than twice the net loan growth in the same
quarter last year,” Turner said. “We also continue to experience success in our recruiting efforts
in our markets. During the first quarter, we recruited 14 revenue-producing associates from
other firms, making the first quarter one of our most successful recruiting quarters in recent
memory. Both our business development and recruiting pipelines remain strong and give me
increased optimism that our firm remains the preferred bank for clients and bankers in our
markets. Despite the incremental expenses associated with these investments in our future
growth, we continue to outperform peer averages in terms of key profitability and productivity
measures such as ROAA, ROTCE and the efficiency ratio.”
FOCUSING ON PROFITABILITY:
The firm’s net interest margin was 3.78 percent for the quarter ended March 31,
2016, compared to 3.73 percent last quarter and 3.78 percent for the quarter ended
March 31, 2015.
Return on average assets was 1.27 percent for the first quarter of 2016, compared to
1.24 percent for the fourth quarter of 2015 and 1.45 percent for the same quarter last
year. Excluding merger-related charges, return on average assets was 1.32 percent
for the first quarter of 2016 compared to 1.31 percent for the fourth quarter of 2015.
Page 3
First quarter 2016 return on average tangible equity amounted to 15.04 percent,
compared to 14.97 percent for the fourth quarter of 2015 and 15.56 percent for the
same quarter last year. Excluding merger-related charges, return on average tangible
equity amounted to 15.64 percent for the first quarter of 2016 compared to 15.81
percent for the fourth quarter of 2015.
“We are pleased with the ongoing financial performance of our firm,” said Harold R.
Carpenter, Pinnacle’s chief financial officer. “As expected, our first quarter net interest margin
was supported by the positive impact of purchase accounting, so our net interest margin will
likely see some dilution through the end of 2016 as purchase accounting becomes less
impactful during the remainder of the year. Nevertheless, we continue to believe net interest
income will grow consistently this year. As has been the case for a number of years, our ability
to take market share should produce reliable and consistent growth in our bottom line results.”
OTHER FIRST QUARTER 2016 HIGHLIGHTS:
Revenue growth
o Net interest income for the quarter ended March 31, 2016 increased to a
record $73.9 million, compared to $71.5 million for the fourth quarter of 2015
and $51.3 million for the first quarter of 2015.
o Noninterest income for the quarter ended March 31, 2016 decreased to $25.9
million, compared to $26.6 million for the fourth quarter of 2015 and $18.5
million for the same quarter last year.
Wealth management revenues, which include investment, trust and
insurance services, were $5.6 million for the quarter ended March 31,
2016, compared to $5.1 million for the first quarter of 2015 and $5.4
million for the quarter ended Dec. 31, 2015, resulting in a year-over-year
growth rate of 10.8 percent.
Income from the firm’s investment in BHG was $5.2 million for the
quarter ended March 31, 2016, compared to $7.8 million for the quarter
ended Dec. 31, 2015 and $3.2 million for the same quarter last year. The
firm’s investment in BHG contributed slightly less than $0.06 in diluted
Page 4
earnings per share in the first quarter of 2016, compared to $0.11 in the
fourth quarter of 2015 and $0.05 for the same quarter last year.
“BHG’s contribution was less in the first quarter of 2016 compared to the fourth quarter of
2015 primarily due to seasonal fluctuations, but their pipelines have rebuilt and appear to be on
track for another record year of growth,” Carpenter said. “We also believe our loan growth will
continue at a low-double digit rate this year which, in turn, will be the principal driver of our
revenue growth in 2016.”
Noninterest expense
o Noninterest expense for the quarter ended March 31, 2016 was $54.1
million, compared to $52.2 million in the fourth quarter of 2015 and $36.8
million in the same quarter last year.
Salaries and employee benefits were $32.5 million in the first quarter of
2016, compared to $30.9 million in the fourth quarter of 2015 and $23.5
million in the same quarter last year, primarily due to annual merit
increases, payroll tax resets and increased headcount. Incentive costs
associated with the firm’s annual cash incentive plan amounted to $3.2
million in the first quarter of 2016, compared to $3.8 million in the first
quarter of 2015 and $3.9 million in the fourth quarter of 2015.
Merger-related expenses were approximately $1.8 million during the
quarter ended March 31, 2016. The firm will continue to incur additional
merger-related expenses to complete the CapitalMark integration and
our planned merger with Avenue later this year.
The efficiency ratio for the first quarter of 2016 increased to 54.2
percent from 53.2 percent in the fourth quarter of 2015, and the ratio of
noninterest expenses, including merger-related charges, to average
assets increased to 2.46 percent from 2.42 in the fourth quarter of 2015.
Excluding merger-related charges, ORE expense and FHLB
prepayment charges, the efficiency ratio for the first quarter of 2016
increased from 50.6 percent to 52.2 percent, and the ratio of noninterest
Page 5
expenses to average assets increased from 2.30 percent to 2.37
percent.
The firm’s headcount increased to 1,075.0 FTE’s at March 31, 2016, up
from 1,058.5 FTE’s at year end 2015.
“As we review our quarterly expense run rates going into the remainder of 2016, our
expenses will likely increase as additional new hires are fully absorbed into our firm,” Carpenter
said. “Offsetting a portion of these increases will be the expense reductions from the final
implementation of the CapitalMark integration, which we will begin to realize during the second
quarter of 2016. We are also looking forward to the eventual integration of Avenue into our firm
and the opportunities it provides us to increase operating leverage during 2016 and 2017.”
Asset quality
o Nonperforming assets increased to 0.70 percent of total loans and ORE at
March 31, 2016, compared to 0.55 percent at Dec. 31, 2015 and 0.58 percent
at March 31, 2015. Nonperforming assets increased to $47.9 million at March
31, 2016, compared to $36.3 million at Dec. 31, 2015 and $26.8 million at
March 31, 2015.
o The allowance for loan losses represented 0.91 percent of total loans at March
31, 2016, compared to 1.00 percent at Dec. 31, 2015 and 1.43 percent at
March 31, 2015.
The ratio of the allowance for loan losses to nonperforming loans was
146.4 percent at March 31, 2016, compared to 222.9 percent at Dec.
31, 2015 and 391.6 percent at March 31, 2015.
Net charge-offs were $7.1 million for the quarter ended March 31, 2016,
compared to $3.8 million for the fourth quarter of 2015 and $1.4 million
for the quarter ended March 31, 2015. Annualized net charge-offs as a
percentage of average loans for the quarter ended March 31, 2016
were 0.43 percent, compared to 0.13 percent for the quarter ended
March 31, 2015.
Page 6
Provision for loan losses decreased to $3.9 million in the first quarter of
2016 from $5.5 million in the fourth quarter of 2015 and increased from
$315,000 in the first quarter of 2015.
“Over the last several quarters, we have been actively reviewing our relatively small
consumer auto portfolio,” Turner said. “This review resulted in a larger than normal charge-off
against previously established reserves for these assets during the first quarter of 2016.
Excluding these loans, our loan book with over $6 billion in loans continues to perform very well
from a soundness perspective.”
WEBCAST AND CONFERENCE CALL INFORMATION
Pinnacle will host a webcast and conference call at 8:30 a.m. (CDT) on April 19, 2016 to
discuss first quarter 2016 results and other matters. To access the call for audio only, please
call 1-877-602-7944. For the presentation and streaming audio, please access the webcast on
the investor relations page of Pinnacle's website at www.pnfp.com.
For those unable to participate in the webcast, it will be archived on the investor relations
page of Pinnacle's website at www.pnfp.com for 90 days following the presentation.
Pinnacle Financial Partners provides a full range of banking, investment, trust, mortgage
and insurance products and services designed for businesses and their owners and individuals
interested in a comprehensive relationship with their financial institution. The American Banker
recognized Pinnacle as the third best bank to work for in the country in 2015.
The firm began operations in a single downtown Nashville location in October 2000 and has
since grown to approximately $9.3 billion in assets at March 31, 2016. As the second-largest
bank holding company headquartered in Tennessee, Pinnacle operates in the state’s four
largest markets, Nashville, Memphis, Knoxville and Chattanooga, as well as several
surrounding counties.
Additional information concerning Pinnacle, which is included in the NASDAQ Financial-100
Index, can be accessed at www.pnfp.com.
###
Page 7
FORWARD-LOOKING STATEMENTS
Certain of the statements in this release may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The words "expect," "anticipate," "goal," "objective,"
"intend," "plan," "believe," "should," "hope," "pursue," "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. All forward-looking statements
are subject to risks, uncertainties and other factors that may cause the actual results, performance or achievements of Pinnacle Financial to
differ materially from any results expressed or implied by such forward-looking statements. Such risks include, without limitation, (i) deterioration
in the financial condition of borrowers resulting in significant increases in loan losses and provisions for those losses; (ii) continuation of the
historically low short-term interest rate environment; (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) increased competition with other financial
institutions; (vii) greater than anticipated adverse conditions in the national or local economies including the Nashville-Davidson-Murfreesboro-
Franklin MSA, the Knoxville MSA, the Chattanooga, TN-GA MSA and the Memphis, TN-MS-AR MSA, particularly in commercial and residential
real estate markets; (viii) rapid fluctuations or unanticipated changes in interest rates on loans or deposits; (ix) the results of regulatory
examinations; (x) the ability to retain large, uninsured deposits; (xi) a merger or acquisition like our proposed merger with Avenue Financial
Holdings, Inc. (Avenue); (xii) risks of expansion into new geographic or product markets; (xiii) any matter that would cause Pinnacle Financial to
conclude that there was impairment of any asset, including intangible assets; (xiv) reduced ability to attract additional financial advisors (or
failure of such advisors to cause their clients to switch to Pinnacle Financial), to retain financial advisors (including those at Avenue) or
otherwise to attract customers from other financial institutions; (xv) further deterioration in the valuation of other real estate owned and
increased expenses associated therewith; (xvi) inability to comply with regulatory capital requirements, including those resulting from changes
to capital calculation methodologies and required capital maintenance levels; (xvii) risks associated with litigation, including the applicability of
insurance coverage; (xviii) the risk that the cost savings and any revenue synergies from the mergers with Avenue, CapitalMark Bank & Trust
(CapitalMark) and Magna Bank (Magna) may not be realized or take longer than anticipated to be realized; (xix) disruption from the Avenue
merger with customers, suppliers or employee relationships; (xx) the occurrence of any event, change or other circumstances that could give
rise to the termination of the Avenue merger agreement; (xxi) the risk of successful integration of Avenue's, CapitalMark's and
Magna's business with ours; (xxii) the failure of Avenue's shareholders to approve the Avenue merger; (xxiii) the amount of the costs, fees,
expenses and charges related to the Avenue merger; (xxiv) the ability to obtain required government approvals of the proposed terms of the
Avenue merger; (xxv) risk of adverse reaction of Pinnacle Financial's and Avenue's customers to the Avenue merger; (xxvi) the failure of the
closing conditions of the Avenue merger to be satisfied; (xxvii) the risk that the integration of Avenue's, CapitalMark's and Magna's operations
with Pinnacle Financial's will be materially delayed or will be more costly or difficult than expected; (xxviii) the possibility that the Avenue merger
may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (xxix) the dilution caused by
Pinnacle Financial's issuance of additional shares of its common stock in the Avenue merger; (xxx) approval of the declaration of any dividend
by Pinnacle Financial's board of directors; (xxxi) the vulnerability of our network and online banking portals to unauthorized access, computer
viruses, phishing schemes, spam attacks, human error, natural disasters, power loss and other security breaches; (xxxii) the possibility of
increased compliance costs as a result of increased regulatory oversight, including oversight of companies in which Pinnacle Financial has
significant investments, and the development of additional banking products for our corporate and consumer clients; (xxxiii) the risks associated
with our being a minority investor in BHG, including the risk that the owners of a majority of the membership interests in BHG decide to sell the
company if not prohibited from doing so by the terms of our agreement with them; (xxxiv) the incremental cost and/or decreased revenues
associated with exceeding $10 billion in assets will exceed current estimates; and (xxxv) changes in state and federal legislation, regulations or
policies applicable to banks and other financial service providers, including regulatory or legislative developments . A more detailed description
of these and other risks is contained in "Item 1A. Risk Factors" below. Many of such factors are beyond Pinnacle Financial's ability to control or
predict, and readers are cautioned not to put undue reliance on such forward-looking statements. Pinnacle Financial disclaims any obligation to
update or revise any forward-looking statements contained in this release, whether as a result of new information, future events or otherwise.
Additional Information and Where to Find It
In connection with the Avenue merger, Pinnacle Financial has filed a registration statement on Form S-4 with the Securities and Exchange
Commission (the SEC) to register the shares of Pinnacle’s common stock that will be issued to the shareholders of Avenue in connection with
the Avenue merger. The registration statement includes a proxy statement/prospectus (that will be delivered to Avenue’s shareholders in
connection with their required approval of the Avenue merger) and other relevant materials in connection with the Avenue merger.
INVESTORS AND SECURITY HOLDERS ARE ENCOURAGED TO READ THE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES
AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE AVENUE MERGER
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT PINNACLE, AVENUE AND THE AVENUE MERGER.
Investors and security holders may obtain free copies of these documents once they are available through the website maintained by the SEC
at http://www.sec.gov. Free copies of the proxy statement/prospectus also may be obtained by directing a request by telephone or mail to
Pinnacle Financial Partners, Inc., 150 3rd Avenue South, Suite 980, Nashville, TN 37201, Attention: Investor Relations (615) 744-3742 or
Avenue Financial Holdings, Inc., 111 10th Avenue South, Suite 400, Nashville, TN 37203, Attention: Investor Relations (615) 252-2265.
This communication shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such
jurisdiction.
Pinnacle and Avenue, and certain of their respective directors, executive officers and other members of management and employees may be
deemed to be participants in the solicitation of proxies from the shareholders of Avenue in respect of the Avenue merger. Certain information
about the directors and executive officers of Pinnacle is set forth in its Annual Report on Form 10-K for the year ended December 31, 2015,
which was filed with the SEC on February 29, 2016 and its proxy statement for its 2016 annual meeting of shareholders, which was filed with
the SEC on March 10, 2016, and its Current Report on Form 8-K which was filed with the SEC on April 1, 2016. Certain information about the
directors and executive officers of Avenue is set forth in its Annual Report on Form 10-K for the year ended December 31, 2015, which was
Page 8
filed with the SEC on March 29, 2016. Other information regarding the participants in the proxy solicitations and a description of their direct and
indirect interests, by security holdings or otherwise, will be included in the proxy statement/prospectus and other relevant documents filed with
the SEC when they become available.
March 31, 2016December 31, 2015March 31, 2015
ASSETS
Cash and noninterest-bearing due from banks77,778,562$ 75,078,807$ 61,498,151$
Interest-bearing due from banks304,031,806 219,202,464
227,823,492
Federal funds sold and other
767,305
26,670,062
4,455,077
Cash and cash equivalents382,577,673 320,951,333
293,776,720
Securities available-for-sale, at fair value 1,017,329,867 935,064,745 769,018,224
Securities held-to-maturity (fair value of $31,521,474, $31,585,303 and $39,407,835,
at March 31, 2016, December 31, 2015 and March 31, 2015, respectively)31,089,333 31,376,840 39,275,846
Residential mortgage loans held-for-sale35,437,491 47,930,253 18,909,910
Commercial loans held-for-sale10,504,481 - 7,934,778
Loans6,827,929,582 6,543,235,381
4,645,272,317
Less allowance for loan losses (62,239,279) (65,432,354) (66,241,583)
Loans, net6,765,690,303 6,477,803,027
4,579,030,734
Premises and equipment, net78,771,705 77,923,607 71,281,505
Equity method investment203,007,435 88,880,014
78,626,832
Accrued interest receivables25,168,584 21,574,096 18,262,956
Goodwill431,840,600 432,232,255 243,442,869
Core deposit and other intangible assets9,667,282 10,540,497 2,665,659
Other real estate owned4,687,379 5,083,218
8,441,288
Other assets
266,572,475 266,054,295 183,679,047
Total assets
9,262,344,608$ 8,715,414,180$
6,314,346,368$
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
Noninterest-bearing 2,026,550,350$ 1,889,865,113$ 1,424,971,154$
Interest-bearing 1,427,213,569 1,389,548,175 1,065,900,049
Savings and money market accounts2,958,363,723
3,001,950,725 1,878,270,087
Time
668,084,583 690,049,795 420,168,133
Total deposits7,080,212,225 6,971,413,808
4,789,309,423
Securities sold under agreements to repurchase62,801,494
79,084,298 68,053,123
Federal Home Loan Bank advances616,289,980 300,305,226 455,443,811
Subordinated debt and other borrowings210,708,217 142,476,000 135,533,292
Accrued interest payable2,540,401 2,593,209 632,021
Other liabilities
61,012,450 63,930,339 41,224,052
Total liabilities8,033,564,767 7,559,802,880 5,490,195,722
Stockholders’ equity:
Preferred stock, no par value; 10,000,000 shares authorized;
no shares issued and outstanding- - -
Common stock, par value $1.00; 90,000,000 shares authorized;
41,994,955 shares, 40,906,064 shares, and 35,864,667 shares
issued and outstanding at March 31, 2016, December 31, 2015
and March 31, 2015, respectively41,994,955 40,906,064 35,864,667
Additional paid-in capital884,015,506 839,617,050 563,831,066
Retained earnings300,746,837 278,573,408 218,909,667
Accumulated other comprehensive (loss) income, net of taxes
2,022,543 (3,485,222) 5,545,246
Stockholders’ equity
1,228,779,841 1,155,611,300 824,150,646
Total liabilities and stockholders’ equity
9,262,344,608$ 8,715,414,180$
6,314,346,368$
This information is preliminary and based on company data available at the time of the presentation.
CONSOLIDATED BALANCE SHEETS – UNAUDITED
PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES
Page 2
March 31,
December 31,March 31,
201620152015
Interest income:
Loans, including fees74,404,204$ 71,601,444$ 49,466,706$
Securities
Taxable4,466,834 4,201,602
3,444,599
Tax-exempt1,493,757 1,482,703 1,483,307
Federal funds sold and other609,587 510,776 283,978
Total interest income80,974,382 77,796,525 54,678,590
Interest expense:
Deposits4,915,563 4,599,159 2,430,742
Securities sold under agreements to repurchase48,050 38,622 30,917
Federal Home Loan Bank advances and other borrowings2,108,092 1,683,994 948,552
Total interest expense7,071,705 6,321,775 3,410,211
Net interest income73,902,677 71,474,750 51,268,379
Provision for loan losses3,893,570 5,459,353 315,091
Net interest income after provision for loan losses70,009,107 66,015,397 50,953,288
Noninterest income:
Service charges on deposit accounts
3,442,684 3,499,480 2,912,549
Investment services2,345,600 2,786,839 2,259,440
Insurance sales commissions1,705,859 1,102,747 1,512,618
Gains on mortgage loans sold, net3,567,551 2,180,864 1,941,254
Investment gains (losses) on sales, net- (9,954)
6,003
Trust fees1,580,612 1,481,818 1,311,985
Income from equity method investment5,147,524 7,839,028 3,201,302
Other noninterest income8,065,880 7,726,952 5,348,151
Total noninterest income25,855,710 26,607,774 18,493,302
Noninterest expense:
Salaries and employee benefits32,516,856 30,877,853
23,530,860
Equipment and occupancy8,130,464 8,384,525 6,046,223
Other real estate, net112,272 99,394
395,288
Marketing and other business development1,263,361 1,465,122
959,750
Postage and supplies957,087 1,052,427
649,251
Amortization of intangibles873,215 916,581
227,414
Merger related expenses1,829,472 2,489,396 -
Other noninterest expense8,380,969 6,906,131 5,022,236
Total noninterest expense54,063,696 52,191,429 36,831,022
Income before income taxes41,801,121 40,431,742 32,615,568
Income tax expense 13,835,857 13,577,634 10,772,857
Net income 27,965,264$ 26,854,108$ 21,842,711$
Per share information:
Basic net income per common share
$ 0.70 $ 0.67 $ 0.62
Diluted net income per common share
$ 0.68 $ 0.65 $ 0.62
Weighted average shares outstanding:
Basic
40,082,80540,000,10235,041,203
Diluted
40,847,02741,015,15435,380,529
This information is preliminary and based on company data available at the time of the presentation.
Three Months Ended
PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME – UNAUDITED
December SeptemberJuneMarchDecember
20152015201520152014
Balance sheet data, at quarter end:
Commercial real estate - mortgage loans$2,340,720 2,275,483 2,192,151 1,671,729 1,560,683 1,544,091
Consumer real estate - mortgage loans1,042,369 1,046,517 1,044,276 740,641 723,907 721,158
Construction and land development loans764,079 747,697 674,926 372,004 324,462 322,466
Commercial and industrial loans2,434,656 2,228,542 2,178,535 1,819,600 1,810,818 1,784,729
Consumer and other246,106 244,996 246,101 226,380 225,402 217,583
Total loans6,827,930 6,543,235 6,335,989 4,830,354 4,645,272 4,590,027
Allowance for loan losses(62,239) (65,432) (63,758) (65,572) (66,242) (67,359)
Securities1,048,419 966,442 1,003,994 840,136 808,294 770,730
Total assets9,262,345 8,715,414 8,544,799 6,516,544 6,314,346 6,018,248
Noninterest-bearing deposits2,026,550 1,889,865 1,876,910 1,473,086 1,424,971 1,321,053
Total deposits7,080,212 6,971,414 6,600,679 4,993,611 4,789,309 4,782,605
Securities sold under agreements to repurchase62,801 79,084 68,077 61,549 68,053 93,995
FHLB advances
616,290 300,305 545,330 445,345 455,444 195,476
Subordinated debt and other borrowings210,708 142,476 142,476 133,908 135,533 96,158
Total stockholders’ equity1,228,780 1,155,611 1,134,226 841,390 824,151 802,693
Balance sheet data, quarterly averages:
Total loans$6,742,054 6,457,870 5,690,246 4,736,818 4,624,952 4,436,411
Securities993,675 1,002,291 925,506 836,425 788,550 760,328
Total earning assets8,018,596 7,759,053 6,844,784 5,764,514 5,581,508 5,382,479
Total assets8,851,978 8,565,341 7,514,633 6,319,712 6,102,523 5,855,421
Noninterest-bearing deposits1,960,083 1,948,703 1,689,599 1,437,276 1,342,603 1,373,745
Total deposits7,037,014 6,786,931 5,898,369 4,884,506 4,791,944 4,758,402
Securities sold under agreements to repurchase69,129 72,854 71,329 61,355 66,505 82,970
FHLB advances 383,131 376,512 393,825 388,963 290,016 95,221
Subordinated debt and other borrowings162,575 142,660 147,619 135,884 121,033 96,722
Total stockholders’ equity1,188,153 1,153,681 986,325 836,791 815,706 796,338
Statement of operations data, for the three months ended:
Interest income$80,974 77,797 67,192 55,503 54,679 53,533
Interest expense7,072 6,322 5,133 3,672 3,410 3,220
Net interest income73,902 71,475 62,059 51,831 51,269 50,313
Provision for loan losses3,894 5,459 2,228 1,186 315 2,041
Net interest income after provision for loan losses70,008 66,016 59,831 50,645 50,954 48,272
Noninterest income25,856 26,608 21,410 20,019 18,493 14,384
Noninterest expense54,064 52,191 45,107
36,747
36,830 34,391
Income before taxes41,800 40,433 36,134 33,917 32,617 28,264
Income tax expense 13,836 13,578 11,985
11,252 10,774 9,527
Net income $27,965
26,855 24,149 22,665
21,843 18,737
Profitability and other ratios:
Return on avg. assets (1)1.27%1.24%1.27%1.44%1.45%1.27%
Return on avg. equity (1)9.47%9.24%9.71%10.86%10.86%9.33%
Return on avg. tangible common equity (1)15.04%14.97%14.49%15.39%15.56%13.52%
Dividend payout ratio (18)21.62%18.97%19.92%20.78%22.22%16.67%
Net interest margin (1) (2)3.78%3.73%3.66%3.65%3.78%3.76%
Noninterest income to total revenue (3)25.92%27.13%25.65%27.86%26.51%22.23%
Noninterest income to avg. assets (1)1.17%1.23%1.13%1.27%1.23%0.97%
Noninterest exp. to avg. assets (1)2.46%2.42%2.38%2.33%
2.45%2.33%
Noninterest expense (excluding ORE, FHLB
prepayment charges, and merger related expense)
to avg. assets (1)2.37%2.30%2.30%2.31%2.42%2.37%
Efficiency ratio (4)54.20%53.21%54.04%51.14%52.79%53.16%
Avg. loans to average deposits95.81%95.15%96.47%96.98%96.52%93.23%
Securities to total assets11.32%11.10%11.75%12.89%12.80%12.81%
This information is preliminary and based on company data available at the time of the presentation.
(dollars in thousands)
PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES
SELECTED QUARTERLY FINANCIAL DATA – UNAUDITED
March
2016
Average
Balances
Interest
Rates/ Yields
Average
Balances
Interest
Rates/ Yields
Interest-earning assets
Loans
(1)
6,742,054$ 74,404$ 4.49%4,624,952$
49,467$
4.35%
Securities
Taxable810,913 4,467 2.22%625,883 3,445 2.23%
Tax-exempt
(2)
182,762 1,494 4.40%162,667 1,483
4.94%
Federal funds sold and other 282,867 609 0.87%168,006 284 0.81%
Total interest-earning assets8,018,596 80,974$ 4.09%
5,581,508
54,679$
4.02%
Nonearning assets
Intangible assets440,466 246,314
Other nonearning assets392,916
274,701
Total assets8,851,978$ 6,102,523$
Interest-bearing liabilities
Interest-bearing deposits:
Interest checking1,404,963$ 932$ 0.27%1,029,707$ 473$ 0.19%
Savings and money market2,997,586 2,952 0.40%1,996,016 1,410 0.29%
Time674,382 1,031 0.61%423,618 548 0.52%
Total interest-bearing deposits5,076,931 4,915 0.39%3,449,341 2,431 0.29%
Securities sold under agreements to repurchase69,129 48 0.28%66,505 31 0.19%
Federal Home Loan Bank advances 383,131 536 0.56%290,016 220 0.31%
Subordinated debt and other borrowings162,575
1,573 3.89%121,033 728
2.44%
Total interest-bearing liabilities5,691,766 7,072 0.50%3,926,895 3,410 0.35%
Noninterest-bearing deposits1,960,083
- - 1,342,603 - -
Total deposits and interest-bearing liabilities
7,651,849 7,072$
0.37%5,269,498 3,410$
0.26%
Other liabilities11,976 17,319
Stockholders' equity 1,188,153
815,706
Total liabilities and stockholders' equity8,851,978$ 6,102,523$
Net interest income
73,902$ 51,269$
Net interest spread
(3)
3.59%3.67%
Net interest margin
(4)
3.78%3.78%
(1) Average balances of nonperforming loans are included in the above amounts.
(2) Yields computed on tax-exempt instruments on a tax equivalent basis.
This information is preliminary and based on company data available at the time of the presentation.
(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.
(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 quarter ended March 31, 2016 would have been 3.72% compared to a
net interest spread of 3.76% for the quarter ended March 31, 2015.
PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES
ANALYSIS OF INTEREST INCOME AND EXPENSE, RATES AND YIELDS-UNAUDITED
(dollars in thousands)
Three months ended
March 31, 2016
Three months ended
March 31, 2015
DecemberSeptemberJuneMarchDecember
201520152015
20152014
Asset quality information and ratios:
Nonperforming assets:
Nonaccrual loans$42,524 29,359 30,049 17,550 16,915 16,705
Other real estate (ORE) and other non-performing assets (NPAs)5,338 6,990 5,794 8,239 9,927 11,873
Total nonperforming assets
$47,862 36,349 35,843 25,789 26,842 28,578
Past due loans over 90 days and still
accruing interest$4,556 1,768 3,798
483
1,609
322
Troubled debt restructurings (5)$9,950 8,088 8,373 8,703 8,726
8,410
Net loan charge-offs$7,087 3,785 4,041 1,856 1,432 842
Allowance for loan losses to nonaccrual loans146.4%222.9%212.2%373.6%391.6%403.2%
As a percentage of total loans:
Past due accruing loans over 30 days 0.32%0.31%0.31%0.38%0.34%0.40%
Potential problem loans (6)1.65%1.61%1.44%1.86%1.97%1.81%
Allowance for loan losses0.91%1.00%1.01%1.36%1.43%1.47%
Nonperforming assets to total loans, ORE and other NPAs0.70%0.55%0.57%0.53%0.58%0.62%
Nonperforming assets to total assets0.52%0.42%0.41%0.37%0.40%0.46%
Classified asset ratio (Pinnacle Bank)
(8)
24.2%18.7%17.1%19.0%20.3%18.1%
Annualized net loan charge-offs year-to-date
to avg. loans (7)0.43%0.21%0.20%0.14%0.13%0.10%
Wtd. avg. commercial loan internal risk ratings (6)
4.5 4.5 4.5 4.5
4.5
4.4
Interest rates and yields:
Loans4.49%4.46%4.33%4.27%4.35%4.34%
Securities2.62%2.45%2.51%2.56%2.79%2.81%
Total earning assets4.09%4.01%3.93%3.91%4.02%4.00%
Total deposits, including non-interest bearing0.28%0.27%0.24%0.21%0.21%0.20%
Securities sold under agreements to repurchase0.28%0.21%0.22%0.19%0.19%0.19%
FHLB advances 0.56%0.42%0.33%0.23%0.31%0.56%
Subordinated debt and other borrowings3.89%3.57%3.16%2.44%2.44%2.48%
Total deposits and interest-bearing liabilities0.37%0.34%0.31%0.27%0.26%0.25%
Pinnacle Financial Partners capital ratios (8):
Stockholders’ equity to total assets13.3%13.3%13.3%12.9%13.1%13.3%
Common equity Tier one capital 7.8%8.6%8.7%9.4%9.4%10.6%
Tier one risk-based8.7%9.6%9.8%10.8%10.8%12.1%
Total risk-based11.0%11.3%11.4%12.0%12.0%13.4%
Leverage 8.8%9.4%10.0%10.5%10.4%11.3%
Tangible common equity to tangible assets8.9%8.6%8.6%9.5%9.5%9.6%
Pinnacle Bank ratios:
Common equity Tier one 8.3%9.0%9.1%10.1%10.0%11.4%
Tier one risk-based8.3%9.0%9.1%10.1%10.1%11.4%
Total risk-based10.6%10.6%10.8%11.2%11.3%12.6%
Leverage8.4%8.8%9.4%9.8%9.7%10.6%
This information is preliminary and based on company data available at the time of the presentation.
(dollars in thousands)
PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES
SELECTED QUARTERLY FINANCIAL DATA – UNAUDITED
March
2016
DecemberSeptemberJune
MarchDecember
20152015201520152014
Per share data:
Earnings – basic$0.70 0.67 0.64 0.65 0.62 0.54
Earnings – diluted$0.68 0.65 0.62 0.64 0.62 0.53
Common dividends per share$0.14 0.12 0.12 0.12 0.12 0.08
Book value per common share at quarter end (9)$29.26 28.25 27.80 23.39 22.98 22.45
Weighted avg. common shares – basic40,082,80540,000,10237,828,32435,128,85635,041,20334,827,999
Weighted avg. common shares – diluted40,847,02741,015,15438,792,78335,554,68335,380,52935,292,319
Common shares outstanding
41,994,95540,906,06440,802,90435,977,98735,864,66735,732,483
Investor information:
Closing sales price$49.06 51.36 49.41 54.37 44.46 39.54
High closing sales price during quarter$51.32 56.80 55.18 54.88 45.19 39.95
Low closing sales price during quarter$44.56 47.90 45.03 44.25 35.52 34.65
Other information:
Gains on mortgage loans sold:
Mortgage loan sales:
Gross loans sold
$163,949 164,992 145,751 112,609 95,782 94,816
Gross fees (10)
$5,425 4,155 4,751
4,067 3,108 3,261
Gross fees as a percentage of loans originated3.31%2.52%3.26%3.61%3.24%3.44%
Net gain on mortgage loans sold
$3,568 2,181 1,895 1,652 1,941 1,374
Investment gains on sales, net (17)
$- (10) - 556
6 -
Brokerage account assets, at quarter-end (11)
$1,812,221 1,778,566 1,731,828 1,783,062 1,739,669 1,695,238
Trust account managed assets, at quarter-end
$1,130,271 862,699 839,518 924,605 889,392 764,802
Core deposits (12)
$6,432,388
6,332,810 4,832,719 4,608,648
4,412,635 4,381,177
Core deposits to total funding (12)
80.7%84.5%82.8%81.8%81.0%84.8%
Risk-weighted assets
$8,287,853 7,849,814 7,425,629 5,829,846 5,591,382 5,233,329
Total assets per full-time equivalent employee
$8,616 8,228 7,960 8,141 8,153 7,877
Annualized revenues per full-time equivalent employee$373.2 367.6 308.5 360.0 365.3 336.0
Annualized expenses per full-time equivalent employee$202.3 195.6
166.7
184.1 192.9 178.6
Number of employees (full-time equivalent)1,075.0 1,058.5 1,073.5 800.5 774.5 764.0
Associate retention rate (13)
94.0%92.9%96.1%94.7%94.0%93.3%
Selected economic information (in thousands) (14):
Nashville MSA nonfarm employment - January 2016934.5926.6908.0906.6
890.9886.7
Knoxville MSA nonfarm employment - January 2016393.2391.4388.3387.8382.7381.5
Chattanooga MSA nonfarm employment - January 2016250.4249.1244.9245.4242.5240.7
Memphis MSA nonfarm employment - January 2016633.1629.3624.5621.8618.7617.5
Nashville MSA unemployment - February 20163.5%4.7%4.7%4.6%4.6%5.2%
Knoxville MSA unemployment -February 20164.1%5.4%5.4%5.4%5.3%
6.1%
Chattanooga MSA unemployment - February 20164.8%5.6%5.7%5.6%5.7%6.3%
Memphis MSA unemployment - February 20165.0%6.4%6.4%6.5%6.5%7.4%
Nashville residential median home price - March 2016$245.0242.9236.9240.0222.4213.5
Nashville inventory of residential homes for sale- March 2016 (16)7.97.18.79.28.27.6
This information is preliminary and based on company data available at the time of the presentation.
(dollars in thousands, except per share data)
March
2016
PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES
SELECTED QUARTERLY FINANCIAL DATA – UNAUDITED
MarchDecemberSeptemberJune
MarchDecember
(dollars in thousands, except per share data)
2016
20152015201520152014
Net interest income$73,902 71,475 62,059 51,831 51,269 50,313
Noninterest income25,856 26,608 21,410 20,019 18,493
14,384
Less: Investment gains on sales, net
-
10
- (556) (6) -
Noninterest income excluding investment
gains on sales, net
25,856 26,618 21,410 19,463
18,487
14,384
Total revenues excluding the impact of investment
gains on sales, net
99,758
98,093 83,469 71,294 69,756 64,697
Noninterest expense54,064 52,191 45,107 36,747 36,830
34,391
Less: Other real estate expense
112
99
(686) (115) 395 (630)
FHLB prepayment charges
- - -
479
-
-
Merger related expenses
1,829 2,489 2,249 59
-
-
Noninterest expense excluding the impact of
other real estate expense, FHLB prepayment charges and
merger related charges
52,122
49,603 43,544 36,324 36,435 35,021
Adjusted pre-tax pre-provision income
(15)
$47,636 48,490 39,925 34,970
33,322
29,676
Efficiency Ratio
(4)
54.2%53.2%54.0%51.1%52.8%53.2%
Adjustment due to investment gains, ORE expense,
FHLB prepayment charges and merger related charges-1.9%-2.6%-1.9%-0.2%-0.6%1.0%
Efficiency Ratio (excluding investment gains, ORE expense,
FHLB prepayment charges and merger related charges)
52.2%50.6%52.2%50.9%52.2%54.1%
Total average assets$8,851,978 8,565,341 7,514,633 6,319,712
6,102,523 5,855,421
Noninterest expense (excluding ORE expense, FHLB
prepayment charges and merger related charges)
to avg. assets
(1)
2.37%2.30%2.30%2.31%2.42%2.37%
Equity Method Investment
(19)
Fee income from BHG, net of amortization$5,148 7,839 5,285 4,266 3,201
Funding cost to support investment980 660 590 421 277
Pre-tax impact of BHG4,168 7,179 4,695 3,845 2,924
Income tax expense at statutory rates1,635 2,816 1,842 1,508 1,147
Earnings attributable to BHG$
2,533 4,363 2,853
2,337 1,777
Basic earnings per share attributable to BHG$0.06 0.11 0.07 0.07 0.05
Diluted earnings per share attributable to BHG$0.06 0.11 0.07 0.07 0.05
Net income $27,965 26,854 24,149 22,665 21,843 18,737
Merger related charges 1,829 2,489 2,249 59 - -
Tax effect on merger related charges
(20)
(718)
(977) (882) (23)
- -
Net income less merger related charges $29,076
28,366
25,516 22,701 21,843
18,737
Basic earnings per share $0.70 0.67 0.64 0.65 0.62 0.54
Adjustment to basic earnings per share due to merger related charges 0.03 0.04 0.03 - - -
Basic earnings per share excluding merger related charges $0.73 0.71 0.67 0.65 0.62 0.54
Diluted earnings per share$0.68 0.65 0.62 0.64 0.62 0.53
Adjustment to diluted earnings per share due to merger related charges 0.03 0.04 0.04 - - -
Diluted earnings per share excluding merger related charges$0.71 0.69 0.66
0.64 0.62 0.53
This information is preliminary and based on company data available at the time of the presentation.
PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES
RECONCILIATION OF NON-GAAP SELECTED QUARTERLY FINANCIAL DATA – UNAUDITED
March
December SeptemberJuneMarchDecember
(dollars in thousands, except per share data)
201620152015201520152014
Net income $27,965 26,854 24,149 22,665 21,843 18,737
Merger related expenses 1,829 2,489 2,249 59 - -
Tax effect on merger related expenses (718) (977) (882) (23) - -
Net income less merger related expenses $29,076 28,366 25,516 22,701 21,843 18,737
Return on average assets
1.27%1.24%1.27%1.44%1.45%1.27%
Adjustment due to merger related charges0.05%0.07%0.07%0.00%
0.00%0.00%
Return on average assets (excluding merger related charges)
1.32%
1.31%1.35%1.44%1.45%1.27%
Tangible assets:
Total assets$9,262,345 8,708,956 8,549,064 6,516,544 6,314,346 6,018,248
Less: Goodwill(431,841) (430,687) (429,416) (243,291) (243,443) (243,529)
Core deposit and other intangible assets
(9,667) (10,540) (11,641) (2,438) (2,666) (2,893)
Net tangible assets
$
8,820,837
8,267,729 8,108,007 6,270,815 6,068,237 5,771,826
Tangible equity:
Total stockholders' equity$1,228,780 1,155,611 1,134,226 841,390 824,151 802,693
Less: Goodwill(431,841)
(430,687)
(425,151) (243,291) (243,443) (243,529)
Core deposit and other intangible assets
(9,667) (10,540) (11,641) (2,438) (2,666) (2,893)
Net tangible common equity
$
787,272 714,384 697,434 595,661 578,042 556,271
Ratio of tangible common equity to tangible assets
8.93%8.64%8.60%9.50%9.53%9.64%
Average tangible equity:
Average stockholders' equity$1,188,153
1,153,681
986,325 836,791
815,706 796,338
Less: Average goodwill(430,228)
(430,574)
(317,461) (243,383)
(243,505) (243,531)
Core deposit and other intangible assets(10,237)
(11,261) (7,634) (2,581)
(2,809) (3,040)
Net average tangible common equity$747,688 711,847 661,230 590,827 569,392 549,767
Return on average tangible common equity (1)
15.04%14.97%14.49%15.39%
15.56%13.52%
Adjustment due to merger related charges 0.60%0.84%0.82%0.06%
0.00%0.00%
Return on average tangible common equity
(excluding merger related charges)
15.64%15.81%15.31%15.44%
15.56%13.52%
Total average assets$8,851,978
8,565,341 7,514,633 6,319,712 6,102,523 5,855,421
This information is preliminary and based on company data available at the time of the presentation.
PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES
RECONCILIATION OF NON-GAAP SELECTED QUARTERLY FINANCIAL DATA – UNAUDITED
20. Tax effect calculated using the statutory rate of 39.23% at March 31, 2016.
Tangible common equity to total assets - End of period total stockholders' equity less end of period goodwill, core deposit and other intangibles as a percentage of end of period assets.
Tier one risk-based – Tier one capital (pursuant to risk-based capital guidelines) as a percentage of total risk-weighted assets.
17. Represents investment gains (losses) on sales and impairments, net occurring as a result of both credit losses and losses incurred as the result of a change in management's intention to sell a bond prior to the recovery of its
amortized cost basis.
18. The dividend payout ratio is calculated as the sum of the annualized dividend rate divided by the trailing 12-months fully diluted earnings per share as of the dividend declaration date.
15. Adjusted pre-tax, pre-provision income excludes the impact of investment gains and losses on sales and impairments, net as well as other real estate owned expenses and FHLB restructuring charges.
12. Core deposits include all transaction deposit accounts, money market and savings accounts and all certificates of deposit issued in a denomination of less than $250,000.
10. Amounts are included in the statement of operations in “Gains on mortgage loans sold, net”, net of commissions paid on such amounts.
14. Employment and unemployment data is from BERC- MTSU & Bureau of Labor Statistics. Labor force data is seasonally adjusted. The most recent quarter data presented is as of the most recent month that data is available as
of the release date. Historical data is subject to update by the BERC- MTSU & Bureau of Labor Statistics. Historical data is presented based on the most recently reported data available by the BERC- MTSU & Bureau of Labor
Statistics. The Nashville home data is from the Greater Nashville Association of Realtors.
Classified asset - Classified assets as a percentage of Tier 1 capital plus allowance for loan losses.
as a component of tier 1 capital as a percentage of total risk-weighted assets.
16. Represents one month's supply of homes currently listed with MLS based on current sales activity in the Nashville MSA.
11. At fair value, based on information obtained from Pinnacle’s third party broker/dealer for non-FDIC insured financial products and services.
19. Earnings from equity method investment includes the impact of the issuance of subordinated debt as well as the funding costs of the overall franchise. Income tax expense is calculated using statutory tax rates.
6. Average risk ratings are based on an internal loan review system which assigns a numeric value of 1 to 10 to all loans to commercial entities based on their underlying risk characteristics as of the end of each quarter. A "1" risk
rating is assigned to credits that exhibit Excellent risk characteristics, "2" exhibit Very Good risk characteristics, “3” Good, “4” Satisfactory, “5” Acceptable or Average, “6” Watch List, “7” Criticized, “8” Classified or
Substandard, “9” Doubtful and “10” Loss (which are charged-off immediately). Additionally, loans rated “8” or worse that are not nonperforming or restructured loans are considered potential problem loans. Generally, consumer
loans are not subjected to internal risk ratings. This average is for PNFP legacy loans only.
Tier one common equity to risk weighted assets - Tier 1 capital (pursuant to risk-based capital guidelines) less the amount of any preferred stock or subordinated indebtedness that is considered
13. Associate retention rate is computed by dividing the number of associates employed at quarter-end less the number of associates that have resigned in the last 12 months by the number of associates employed at quarter-end.
The ratio noted above represents total core deposits divided by total funding, which includes total deposits, FHLB advances, securities sold under agreements to repurchase, subordinated indebtedness and all other interest-bearing
liabilities.
PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES
SELECTED QUARTERLY FINANCIAL DATA – UNAUDITED
9. Book value per share computed by dividing total stockholders’ equity less preferred stock and common stock warrants by common shares outstanding.
1. Ratios are presented on an annualized basis.
2. Net interest margin is the result of net interest income on a tax equivalent basis divided by average interest earning assets.
3. Total revenue is equal to the sum of net interest income and noninterest income.
4. Efficiency ratios are calculated by dividing noninterest expense by the sum of net interest income and noninterest income.
7. Annualized net loan charge-offs to average loans ratios are computed by annualizing year-to-date net loan charge-offs and dividing the result by average loans for the year-to-date period.
Equity to total assets – End of period total stockholders’ equity as a percentage of end of period assets.
Leverage – Tier one capital (pursuant to risk-based capital guidelines) as a percentage of adjusted average assets.
Total risk-based – Total capital (pursuant to risk-based capital guidelines) as a percentage of total risk-weighted assets.
8. Capital ratios are calculated using regulatory reporting regulations enacted for such period and are defined as follows:
5. Troubled debt restructurings include loans where the company, as a result of the borrower’s financial difficulties, has granted a credit concession to the borrower (i.e., interest only payments for a significant period of time,
extending the maturity of the loan, etc.). All of these loans continue to accrue interest at the contractual rate.