10-Q 1 form10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(mark one)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2015

o TRANSITION REPORT PURSUANT TO SECTION 13 OF 15(d)

OF THE SECURITIES AND EXCHANGE ACT OF 1934

For the transition period from ____ to ____

Commission File Number: 000-31225

, Inc.

(Exact name of registrant as specified in its charter)

Tennessee		62-1812853
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

150 Third Avenue South, Suite 900, Nashville, Tennessee		37201
(Address of principal executive offices)		(Zip Code)

(615) 744-3700

(Registrant's telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changes since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒

No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for shorter period that the registrant was required to submit and post such files).

Yes ☒

No ☐

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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐

No ☒

As of May 6, 2015 there were 35,876,498 shares of common stock, $1.00 par value per share, issued and outstanding.

Pinnacle Financial Partners, Inc.

Report on Form 10-Q

March 31, 2015

TABLE OF CONTENTS	Page No.

PART I – Financial Information:
Item 1. Consolidated Financial Statements (Unaudited)	3
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	33
Item 3. Quantitative and Qualitative Disclosures about Market Risk	52
Item 4. Controls and Procedures	52

PART II – Other Information:
Item 1. Legal Proceedings	53
Item 1A. Risk Factors	53
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	66
Item 3. Defaults Upon Senior Securities	66
Item 4. Mine Safety Disclosures	66
Item 5. Other Information	66
Item 6. Exhibits	67
Signatures	68

FORWARD-LOOKING STATEMENTS

Certain of the statements in this quarterly report on Form 10-Q 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," "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 companies in which Pinnacle Financial has significant investments to grow their loan portfolios at recent growth rates; (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 and the Knoxville 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) the development of any new market other than Nashville or Knoxville; (xii) a merger or acquisition, like the proposed mergers with CapitalMark Bank & Trust (CapitalMark) and Magna Bank (Magna); (xiii) risks of expansion into new geographic or product markets, like the proposed expansion into the Chattanooga, TN-GA MSA associated with the proposed merger with CapitalMark (the CapitalMark Merger) and the Memphis, TN-MS-AR MSA associated with the proposed merger with Magna (the Magna Merger and together with the CapitalMark Merger, the Mergers); (xiv) any matter that would cause Pinnacle Financial to conclude that there was impairment of any asset, including intangible assets; (xv) reduced ability to attract additional financial advisors (or failure of such advisors to cause their clients to switch to Pinnacle Financial) or otherwise to attract customers from other financial institutions; (xvi) further deterioration in the valuation of other real estate owned and increased expenses associated therewith; (xvii) inability to comply with regulatory capital requirements, including those resulting from changes to capital calculation methodologies and required capital maintenance levels; (xviii) risks associated with litigation, including the applicability of insurance coverage; (xix) the risk that the cost savings and any revenue synergies from the proposed mergers may not be realized or take longer than anticipated to be realized; (xx) disruption from the mergers with customers, suppliers or employee relationships; (xxi) 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; (xxii) the risk of successful integration of Pinnacle Financial's business with the business of CapitalMark and Magna; (xxiii) the failure of CapitalMark's or Magna's shareholders to approve the mergers; (xxiv) the amount of the costs, fees, expenses and charges related to the Mergers; (xxv) the ability to obtain required governmental approvals of the proposed terms of the Mergers; (xxvi) reputational risk and the reaction of the parties' customers to the proposed mergers; (xxvii) the failure of the closing conditions for either of the Mergers to be satisfied; (xxviii) the risk that the integration of CapitalMark's or Magna's operations with Pinnacle Financial's will be materially delayed or will be more costly or difficult than expected; (xxix) the possibility that the Mergers may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (xxx) the dilution caused by Pinnacle's issuance of additional shares of its common stock in the Mergers; (xxxi) approval of the declaration of any dividend by Pinnacle Financial's board of directors; (xxxii) 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; (xxxiii) the possibility of increased compliance costs as a result of increased regulatory oversight, including oversight of companies in which Pinnacle has significant investments, and the development of additional banking products for our corporate and consumer clients; and (xxxiv) changes in state and federal legislation, regulations or policies applicable to banks and other financial service providers, including regulatory or legislative developments arising out of current unsettled conditions in the economy, including implementation of the Dodd-Frank Wall Street Reform and Consumer Protection Act. A more detailed description of these and other risks is contained in "Part II. 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 report, whether as a result of new information, future events or otherwise.

Item 1.

Part I. Financial Information

PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)

	March 31, 2015			December 31, 2014
ASSETS
Cash and noninterest-bearing due from banks	$	61,498,151		$	48,741,692
Interest-bearing due from banks		227,823,492			134,176,054
Federal funds sold and other		4,455,077			4,989,764
Cash and cash equivalents		293,776,720			187,907,510

Securities available-for-sale, at fair value		769,018,224			732,054,785
Securities held-to-maturity (fair value of $39,407,835 and $38,788,870 at
March 31, 2015 and December 31, 2014, respectively)		39,275,846			38,675,527
Mortgage loans held-for-sale		18,909,910			14,038,914
Loans held-for-sale		7,934,778			-

Loans		4,645,272,317			4,590,026,505
Less allowance for loan losses		(66,241,583	)		(67,358,639	)
Loans, net		4,579,030,734			4,522,667,866

Premises and equipment, net		71,281,505			71,576,016
Equity-method investment		78,626,832			-
Accrued interest receivable		18,262,956			16,988,407
Goodwill		243,442,869			243,529,010
Core deposits and other intangible assets		2,665,659			2,893,072
Other real estate owned		8,441,288			11,186,414
Other assets		183,679,047			176,730,276
Total assets	$	6,314,346,368		$	6,018,247,797

LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
Noninterest-bearing	$	1,424,971,154		$	1,321,053,083
Interest-bearing		1,065,900,049			1,005,450,690
Savings and money market accounts		1,878,270,087			2,024,957,383
Time		420,168,133			431,143,756
Total deposits		4,789,309,423			4,782,604,912
Securities sold under agreements to repurchase		68,053,123			93,994,730
Federal Home Loan Bank advances		455,443,811			195,476,384
Subordinated debt and other borrowings		135,533,292			96,158,292
Accrued interest payable		632,021			631,682
Other liabilities		41,224,052			46,688,416
Total liabilities		5,490,195,722			5,215,554,416
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;
35,864,667 and 35,732,483 shares issued and outstanding
at March 31, 2015 and December 31, 2014, respectively		35,864,667			35,732,483
Additional paid-in capital		563,831,066			561,431,449
Retained earnings		218,909,667			201,371,081
Accumulated other comprehensive income, net of taxes		5,545,246			4,158,368
Total stockholders' equity		824,150,646			802,693,381
Total liabilities and stockholders' equity	$	6,314,346,368		$	6,018,247,797

See accompanying notes to consolidated financial statements (unaudited).

PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

	Three Months Ended March 31,
	2015		2014
Interest income:
Loans, including fees	$	49,466,706	$	43,695,658
Securities:
Taxable		3,444,599		3,720,279
Tax-exempt		1,483,307		1,597,797
Federal funds sold and other		283,978		277,058
Total interest income		54,678,590		49,290,792

Interest expense:
Deposits		2,430,742		2,595,240
Securities sold under agreements to repurchase		30,917		30,515
Federal Home Loan Bank advances and other borrowings		948,552		757,222
Total interest expense		3,410,211		3,382,977
Net interest income		51,268,379		45,907,815
Provision for loan losses		315,091		487,638
Net interest income after provision for loan losses		50,953,288		45,420,177

Noninterest income:
Service charges on deposit accounts		2,912,549		2,790,968
Investment services		2,259,440		2,127,834
Insurance sales commissions		1,512,618		1,384,921
Gain on mortgage loans sold, net		1,941,254		1,234,872
Gain on sale of investment securities, net		6,003		-
Trust fees		1,311,985		1,145,751
Income from equity-method investment		3,201,302		-
Other noninterest income		5,348,151		4,048,017
Total noninterest income		18,493,302		12,732,363

Noninterest expense:
Salaries and employee benefits		23,530,860		21,749,960
Equipment and occupancy		6,046,223		5,709,030
Other real estate expense		395,288		651,152
Marketing and other business development		959,750		908,901
Postage and supplies		649,251		560,614
Amortization of intangibles		227,414		237,675
Other noninterest expense		5,022,236		3,828,528
Total noninterest expense		36,831,022		33,645,860
Income before income taxes		32,615,568		24,506,680
Income tax expense		10,772,857		8,139,557
Net income	$	21,842,711	$	16,367,123
Per share information:
Basic net income per common share	$	0.62	$	0.47
Diluted net income per common share	$	0.62	$	0.47
Weighted average shares outstanding:
Basic		35,041,203		34,602,337
Diluted		35,380,529		34,966,600

See accompanying notes to consolidated financial statements (unaudited).

PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

	Three Months Ended March 31,
	2015			2014
Net income	$	21,842,711		$	16,367,123
Other comprehensive income (loss), net of tax:
Change in fair value of available-for-sale securities, net of tax		1,936,058			4,945,912
Change in fair value of cash flow hedges, net of tax		(552,828	)		(1,294,306	)
Net gain on sale of investment securities reclassified from other comprehensive income into net income, net of tax		3,648			-
Total other comprehensive income (loss), net of tax		1,386,878			3,651,606
Total comprehensive income	$	23,229,589		$	20,018,729

See accompanying notes to consolidated financial statements (unaudited).

PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(Unaudited)

	Common Stock						Additional Paid-in Capital			Retained Earnings			Accumulated Other Comp. Income (Loss), net			Total Stockholders' Equity
	Shares			Amount			Additional Paid-in Capital			Retained Earnings			Accumulated Other Comp. Income (Loss), net			Total Stockholders' Equity

Balances, December 31, 2013		35,221,941		$	35,221,941		$	550,212,135		$	142,298,199		$	(4,024,614	)	$	723,707,661
Exercise of employee common stock
options and related tax benefits		136,482			136,482			1,981,567			-			-			2,118,049
Common dividends paid		-			-			-			(2,824,493	)		-			(2,824,493	)
Issuance of restricted common shares,
net of forfeitures		260,937			260,937			(260,937	)		-			-			-
Restricted shares withheld for taxes		(52,092	)		(52,092	)		(1,672,312	)		-			-			(1,724,404	)
Compensation expense for restricted shares		-			-			1,201,111			-			-			1,201,111
Net income		-			-			-			16,367,123			-			16,367,123
Other comprehensive income		-			-			-			-			3,651,606			3,651,606
Balances, March 31, 2014		35,567,268		$	35,567,268		$	551,461,564		$	155,840,829		$	(373,008	)	$	742,496,653

Balances, December 31, 2014		35,732,483		$	35,732,483		$	561,431,449		$	201,371,081		$	4,158,368		$	802,693,381
Exercise of employee common stock
options and related tax benefits		65,270			65,270			2,924,061			-			-			2,989,331
Common dividends paid		-			-			-			(4,304,125	)					(4,304,125	)
Issuance of restricted common shares,
net of forfeitures		121,877			121,877			(121,877	)		-			-			-
Restricted shares withheld for taxes		(54,963	)		(54,963	)		(2,056,229	)		-			-			(2,111,192	)
Compensation expense for restricted shares		-			-			1,653,662			-			-			1,653,662
Net income		-			-			-			21,842,711			-			21,842,711
Other comprehensive income		-			-			-			-			1,386,878			1,386,878
Balances, March 31, 2015		35,864,667		$	35,864,667		$	563,831,066		$	218,909,667		$	5,545,246		$	824,150,646

See accompanying notes to consolidated financial statements (unaudited).

PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Three Months Ended March 31,
	2015			2014
Operating activities:
Net income	$	21,842,711		$	16,367,123
Adjustments to reconcile net income to net cash provided by operating activities:
Net amortization/accretion of premium/discount on securities		1,152,427			957,133
Depreciation and amortization		2,165,601			2,258,990
Provision for loan losses		315,091			487,638
Gain on mortgage loans sold, net		(1,941,254	)		(952,222	)
Loss on sale of investment securities		(6,003	)		-
Stock-based compensation expense		1,653,662			1,201,111
Deferred tax expense (benefit)		1,046,983			(16,406	)
(Gains) losses on dispositions of other real estate		(389,731	)		143,208
(Gains) losses on equity-method investment		(3,201,302	)		-
Excess tax benefit from stock compensation		(1,348,751	)		(1,099,570	)
Mortgage loans held for sale:
Loans originated		(98,711,742	)		(61,458,365	)
Loans sold		95,782,000			61,290,000
Increase in other assets		(7,631,523	)		699,486
Decrease in other liabilities		(5,480,950	)		(6,576,105	)
Net cash provided by operating activities		5,247,219			13,302,021

Investing activities:
Activities in securities available-for-sale:
Purchases		(64,826,118	)		(57,753,116	)
Sales		216,300			-
Maturities, prepayments and calls		29,890,467			23,192,675
Activities in securities held-to-maturity:
Purchases		(1,035,995	)		-
Maturities, prepayments and calls		235,000			860,000
Increase in loans, net		(65,558,107	)		(40,306,647	)
Purchases of software, premises and equipment		(1,222,077	)		(604,626	)
Increase in equity-method investment		(75,000,000	)		-
Increase in other investments		(122,500	)		(304,204	)
Net cash used in investing activities		(177,423,030	)		(74,915,918	)

Financing activities:
Net increase in deposits		6,704,511			(32,895,938	)
Net decrease in securities sold under agreements to repurchase		(25,941,606	)		(2,372,676	)
Advances from Federal Home Loan Bank:
Issuances		455,370,280			175,000,000
Payments/maturities		(195,385,928	)		(115,016,116	)
Decrease in other borrowings		39,375,000			(625,000	)
Exercise of common stock options and stock appreciation rights,
net of repurchase of restricted shares		878,138			1,247,220
Excess tax benefit from stock compensation		1,348,751			1,099,570
Common stock dividends paid		(4,304,125	)		(2,824,493	)
Net cash provided by financing activities		278,045,021			23,612,567
Net decrease in cash and cash equivalents		105,869,210			(38,001,330	)
Cash and cash equivalents, beginning of period		187,907,510			208,938,737
Cash and cash equivalents, end of period	$	293,776,720		$	170,937,407

See accompanying notes to consolidated financial statements (unaudited).

PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1. Summary of Significant Accounting Policies

Nature of Business — Pinnacle Financial Partners, Inc. (Pinnacle Financial) is a bank holding company whose primary business is conducted by its wholly-owned subsidiary, Pinnacle Bank. Pinnacle Bank is a commercial bank headquartered in Nashville, Tennessee. Pinnacle Bank provides a full range of banking services in its primary market areas of the Nashville-Davidson-Murfreesboro-Franklin, Tennessee and Knoxville, Tennessee Metropolitan Statistical Areas.

Basis of Presentation — The accompanying unaudited consolidated financial statements have been prepared in accordance with instructions to Form 10-Q and therefore do not include all information and footnotes necessary for a fair presentation of financial position, results of operations, and cash flows in conformity with U.S. generally accepted accounting principles (U.S. GAAP). All adjustments consisting of normally recurring accruals that, in the opinion of management, are necessary for a fair presentation of the financial position and results of operations for the periods covered by the report have been included. The accompanying unaudited consolidated financial statements should be read in conjunction with the Pinnacle Financial consolidated financial statements and related notes appearing in the 2014 Annual Report previously filed on Form 10-K.

These consolidated financial statements include the accounts of Pinnacle Financial and its wholly-owned subsidiaries. PNFP Statutory Trust I, PNFP Statutory Trust II, PNFP Statutory Trust III and PNFP Statutory Trust IV are affiliates of Pinnacle Financial and are included in these consolidated financial statements pursuant to the equity-method of accounting. Significant intercompany transactions and accounts are eliminated in consolidation.

Use of Estimates — The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the balance sheet date and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term include the determination of the allowance for loan losses, any potential impairment of intangible assets, including goodwill and the valuation of deferred tax assets, other real estate owned, and our investment portfolio, including other-than-temporary impairment. These financial statements should be read in conjunction with Pinnacle Financial's Annual Report on Form 10-K for the year ended December 31, 2014. There have been no significant changes to Pinnacle Financial's significant accounting policies as disclosed in Pinnacle Financial's Annual Report on Form 10-K for the year ended December 31, 2014.

Cash Flow Information — Supplemental cash flow information addressing certain cash and noncash transactions for each of the three months ended March 31, 2015 and 2014 was as follows:

	For the three months ended March 31,
	2015		2014
Cash Transactions:
Interest paid	$	3,426,798	$	3,447,425
Income taxes paid, net		8,217,500		6,100,000
Noncash Transactions:
Loans charged-off to the allowance for loan losses		2,649,708		1,503,511
Loans foreclosed upon and transferred to other real estate owned		-		1,645,100
Loans foreclosed upon and transferred to other repossessed assets		1,738,757		347,800

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

The following is a summary of the basic and diluted net income per share calculations for the three months ended March 31, 2015 and 2014:

	Three months ended March 31,
	2015		2014
Basic net income per share calculation:
Numerator - Net income	$	21,842,711	$	16,367,123

Denominator - Average common shares outstanding		35,041,203		34,602,337
Basic net income per share	$	0.62	$	0.47

Diluted net income per share calculation:
Numerator – Net income	$	21,842,711	$	16,367,123

Denominator - Average common shares outstanding		35,041,203		34,602,337
Dilutive shares contingently issuable		339,326		364,263
Average diluted common shares outstanding		35,380,529		34,966,600
Diluted net income per share	$	0.62	$	0.47

Subsequent Events — ASC 855, Subsequent Events, establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued. Pinnacle Financial evaluated all events or transactions that occurred after March 31, 2015 through the date of the issued financial statements.

CapitalMark Bank & Trust - On April 7, 2015, Pinnacle Bank and Pinnacle Financial entered into a definitive agreement with CapitalMark Bank &Trust (CapitalMark) to acquire CapitalMark via merger. The proposed merger of CapitalMark with and into Pinnacle Bank has been approved by each company's Board of Directors and is expected to close in the third quarter or early in the fourth quarter of 2015, pending regulatory and CapitalMark shareholder approval.

Under the terms of the merger agreement, CapitalMark shareholders will have the option to either convert their outstanding shares of common stock into 0.50 shares of Pinnacle's common stock plus cash in lieu of any fractional shares, a cash payment per CapitalMark share equal to the product of 0.50 multiplied by the average trading price for Pinnacle Financial's common stock on the Nasdaq Global Select Market for a 10-day period prior to the closing of the transaction or into a combination of 0.50 shares of Pinnacle Financial's common stock and the cash consideration at a ratio of 90 percent stock and 10 percent cash, provided that 90 percent of the outstanding shares of CapitalMark common stock will be converted into shares of Pinnacle Financial's common stock. Additionally, CapitalMark's outstanding stock options will be converted into approximately 860,000 Pinnacle Financial options and will be fully vested upon consummation of the merger pursuant to CapitalMark's stock option plan. At closing, CapitalMark shareholders will beneficially own approximately 9.7 percent of Pinnacle's outstanding shares of common stock.

The transaction is currently valued at $187.0 million based on Pinnacle Financial's closing price on April 7, 2015, and is comprised of stock consideration of approximately 3.3 million shares of Pinnacle Financial common stock and $16.4 million in cash. Additionally, Pinnacle Financial and Pinnacle Bank plan to redeem at closing the $18.2 million in preferred stock issued by CapitalMark in connection with its participation in the U.S. Treasury's Small Business Lending Fund program.

Magna Bank - On April 28, 2015, Pinnacle Financial and Pinnacle Bank entered into a definitive agreement with Magna Bank (Magna) to acquire Magna via merger. The proposed merger of Magna with and into Pinnacle Bank has been approved by each company's Board of Directors and is expected to close in the third quarter or early in the fourth quarter of 2015, pending regulatory and Magna shareholder approval.

Under the terms of the merger agreement, Magna shareholders will have the right to elect to convert their outstanding shares of common stock into 0.3369 shares of Pinnacle Financial's common stock plus cash in lieu of any fractional shares, a cash payment equal to $14.32 per Magna share, or into a combination of 0.3369 shares of Pinnacle's common stock and $14.32 in cash at a ratio of 75 percent stock and 25 percent cash, provided that 75 percent of the outstanding shares of Magna's common stock will be converted into shares of Pinnacle Financial's common stock. Magna's 328,350 stock options will be fully vested upon consummation of the merger pursuant to Magna's stock option plan. At closing, Magna's outstanding unexercised stock options will be settled in cash for the difference between the option's exercise price and $14.32. At the closing, Magna shareholders will beneficially own approximately 3.3 percent of Pinnacle Financial's outstanding common stock, assuming all of Magna's options are cashed out and the CapitalMark Merger has been consummated.

The transaction is currently valued at $83.4 million based on Pinnacle Financial's closing price on April 28, 2015, based on the issuance of approximately 1.325 million shares of Pinnacle Financial's common stock and $20.7 million in cash, in each case assuming none of Magna's options are exercised prior to closing. Additionally, Pinnacle Financial and Pinnacle Bank plan to redeem at closing the $18.35 million in Series C preferred stock issued by Magna in connection with its participation in the U.S. Treasury's Small Business Lending Fund program.

Note 2. Acquisition and Intangibles

Acquisition - Bankers Healthcare Group, LLC. On February 1, 2015, Pinnacle Bank acquired a 30% interest in Bankers Healthcare Group, LLC (BHG) for $75 million. Pinnacle Bank accounts for this investment pursuant to the equity-method of accounting and, as such, has recorded its investment in BHG net of identified intangible assets. Earnings on this investment are recorded net of intangible amortization expense as a component of noninterest income. For the first quarter of 2015, Pinnacle Bank recorded earnings of $3.2 million, net of approximately $400,000 in intangible amortization expense in income from equity-method investment.

In connection with this acquisition, Pinnacle Bank borrowed $40 million from an unaffiliated bank pursuant to a loan agreement which requires Pinnacle Financial and Pinnacle Bank to maintain certain financial covenants including minimum capital ratios, liquidity requirements and other non-financial covenants. The loan has a 5-year maturity and bears interest at approximately 2.95% per annum currently.

Note 3. Securities

The amortized cost and fair value of securities available-for-sale and held-to-maturity at March 31, 2015 and December 31, 2014 are summarized as follows (in thousands):

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
March 31, 2015:
Securities available-for-sale:
U.S. Treasury securities	$	-	$	-	$	-	$	-
U.S. government agency securities		120,106		30		1,577		118,559
Mortgage-backed agency securities		458,901		11,147		1,686		468,362
State and municipal securities		126,041		8,046		152		133,935
Asset-backed securities		12,340		15		16		12,339
Corporate notes and other		34,857		1,022		56		35,823
	$	752,245	$	20,260	$	3,487	$	769,018
Securities held-to-maturity:
State and municipal securities	$	39,276	$	219	$	87	$	39,408
	$	39,276	$	219	$	87	$	39,408

December 31, 2014:
Securities available-for-sale:
U.S. Treasury securities	$	-	$	-	$	-	$	-
U.S. government agency securities		117,098		12		3,654		113,456
Mortgage-backed agency securities		447,757		10,322		2,240		455,839
State and municipal securities		130,545		8,213		180		138,578
Asset-backed securities		13,089		14		85		13,018
Corporate notes and other		10,196		969		2		11,163
	$	718,685	$	19,530		6,161	$	732,054
Securities held-to-maturity:
State and municipal securities	$	38,676	$	205	$	92	$	38,789
	$	38,676	$	205	$	92	$	38,789

At March 31, 2015, approximately $647.2 million of securities within Pinnacle Financial's investment portfolio were either pledged to secure public funds and other deposits or securities sold under agreements to repurchase.

The amortized cost and fair value of debt securities as of March 31, 2015 by contractual maturity are shown below. Actual maturities may differ from contractual maturities of mortgage- and asset-backed securities since the mortgages and assets underlying the securities may be called or prepaid with or without penalty. Therefore, these securities are not included in the maturity categories in the following summary (in thousands):

	Available-for-sale				Held-to-maturity
March 31, 2015:	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Due in one year or less	$	7,508	$	7,545	$	1,694	$	1,697
Due in one year to five years		31,685		33,245		11,650		11,691
Due in five years to ten years		151,166		156,389		15,879		15,935
Due after ten years		90,645		91,138		10,053		10,085
Mortgage-backed securities		458,901		468,362		-		-
Asset-backed securities		12,340		12,339		-		-
	$	752,245	$	769,018	$	39,276	$	39,408

At March 31, 2015 and December 31, 2014, the following investments had unrealized losses. The table below classifies these investments according to the term of the unrealized losses of less than twelve months or twelve months or longer (in thousands):

	Investments with an Unrealized Loss of less than 12 months				Investments with an Unrealized Loss of 12 months or longer				Total Investments with an Unrealized Loss
	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
At March 31, 2015:

U.S. Treasury securities	$	-	$	-	$	-	$	-	$	-	$	-
U.S. government agency securities		39,419		570		66,858		1,007		106,277		1,577
Mortgage-backed securities		69,138		639		97,969		1,047		167,107		1,686
State and municipal securities		12,251		63		6,293		176		18,544		239
Asset-backed securities		-		-		8,988		16		8,988		16
Corporate notes		16,599		55		152		1		16,751		56
Total temporarily-impaired securities	$	137,407	$	1,327	$	180,260	$	2,247	$	317,667	$	3,574

At December 31, 2014:

U.S. Treasury securities	$	-	$	-	$	-	$	-	$	-	$	-
U.S. government agency securities		3,593		10		103,658		3,644		107,251		3,654
Mortgage-backed securities		91,410		405		102,892		1,835		194,302		2,240
State and municipal securities		3,561		15		16,502		257		20,063		272
Asset-backed securities		-		-		9,289		85		9,289		85
Corporate notes		950		1		154		1		1,104		2
Total temporarily-impaired securities	$	99,514	$	431	$	232,495	$	5,822	$	332,009	$	6,253

The applicable dates for determining when securities are in an unrealized loss position are March 31, 2015 and December 31, 2014. As such, it is possible that a security had a market value that exceeded its amortized cost on other days during the twelve-month periods ended March 31, 2015 and December 31, 2014, but is in the "Investments with an Unrealized Loss of less than 12 months" category above.

As shown in the tables above, at March 31, 2015, Pinnacle Financial had approximately $3.6 million in unrealized losses on $317.7 million of securities. The unrealized losses associated with these investment securities are driven by changes in interest rates and the unrealized loss is recorded as a component of equity. These securities will continue to be monitored as a part of our ongoing impairment analysis, but are expected to perform even if the rating agencies reduce the credit rating of the bond issuers. Management evaluates the financial performance of the issuers on a quarterly basis to determine if it is probable that the issuers can make all contractual principal and interest payments. If a shortfall in future cash flows is identified, a credit loss will be deemed to have occurred and will be recognized as a charge to earnings and a new cost basis for the security will be established.

Because Pinnacle Financial currently does not intend to sell those securities that have an unrealized loss at March 31, 2015, and it is not more-likely-than-not that Pinnacle Financial will be required to sell the securities before recovery of their amortized cost bases, which may be maturity, Pinnacle Financial does not consider these securities to be other-than-temporarily impaired at March 31, 2015.

Periodically, available-for-sale securities may be sold or the composition of the portfolio realigned to improve yields, quality or marketability, or to implement changes in investment or asset/liability strategy, including maintaining collateral requirements and raising funds for liquidity purposes. Additionally, if an available-for-sale security loses its investment grade or tax-exempt status, the underlying credit support is terminated or collection otherwise becomes uncertain based on factors known to management, Pinnacle Financial will consider selling the security, but will review each security on a case-by-case basis as these factors become known.

The carrying values of Pinnacle Financial's investment securities could decline in the future if the financial condition of issuers deteriorates and management determines it is probable that Pinnacle Financial will not recover the entire amortized cost bases of the securities. As a result, there is a risk that other-than-temporary impairment charges may occur in the future. Additionally, there is a risk that other-than-temporary impairment charges may occur in the future if management's intention to hold these securities to maturity and or recovery changes.

Note 4. Loans and Allowance for Loan Losses

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

Pinnacle Financial uses five loan categories: commercial real estate mortgage, consumer real estate mortgage, construction and land development, commercial and industrial, consumer and other.

Commercial real-estate mortgage loans. Commercial real-estate mortgage loans are categorized as such based on investor exposures where repayment is largely dependent upon the operation, refinance, or sale of the underlying real estate. Commercial real-estate mortgage also includes owner occupied commercial real estate which shares a similar risk profile to our commercial and industrial products.

·	Consumer real-estate mortgage loans. Consumer real-estate mortgage consists primarily of loans secured by 1-4 residential properties including home equity lines of credit.

Construction and land development loans. Construction and land development loans include loans where the repayment is dependent on the successful operation of the related real estate project. Construction and land development loans include 1-4 family construction projects and commercial construction endeavors such as warehouses, apartments, office and retail space and land acquisition and development.

·	Commercial and industrial loans. Commercial and industrial loans include loans to business enterprises issued for commercial, industrial and/or other professional purposes.

·	Consumer and other loans. Consumer and other loans include all loans issued to individuals not included in the consumer real-estate mortgage classification. Examples of consumer and other loans are automobile loans, credit cards and loans to finance education, among others.

Commercial loans receive risk ratings assigned by a financial advisor and approved by a senior credit officer subject to validation by Pinnacle Financial's independent loan review department. Risk ratings are categorized as pass, special mention, substandard, substandard-nonaccrual or doubtful-nonaccrual. Pinnacle Financial believes that its categories follow those used by Pinnacle Bank's primary regulators. At March 31, 2015, approximately 73% of our loan portfolio was analyzed as a commercial loan type with a specifically assigned risk rating in the allowance for loan loss assessment. Consumer loans and small business loans are generally not assigned an individual risk rating but are evaluated as either accrual or nonaccrual based on the performance of the individual loans. However, certain consumer real-estate mortgage loans and certain consumer and other loans receive a specific risk rating due to the loan proceeds being used for commercial purposes even though the collateral may be of a consumer loan nature.

Risk ratings are subject to continual review by a financial advisor and a senior credit officer. At least annually, our credit procedures require that every risk rated loan of $500,000 or more be subject to a formal credit risk review process by the assigned financial advisor. Each loan's risk rating is also subject to review by our independent loan review department, which reviews a substantial portion of our risk rated portfolio annually. Included in the coverage are independent loan reviews of loans in targeted higher-risk portfolio segments such as certain commercial and industrial loans, land loans and/or loan types in certain geographies.

The following table presents our loan balances by primary loan classification and the amount within each risk rating category. Pass rated loans include all credits other than those included in special mention, substandard, substandard-nonaccrual and doubtful-nonaccrual which are defined as follows:

	Special mention loans have potential weaknesses that deserve management's close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or in Pinnacle Financial's credit position at some future date.



Substandard loans are inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any. Assets so classified must have a well-defined weakness or weaknesses that jeopardize collection of the debt. Substandard loans are characterized by the distinct possibility that Pinnacle Financial will sustain some loss if the deficiencies are not corrected.

	Substandard-nonaccrual loans are substandard loans that have been placed on nonaccrual status.

	Doubtful-nonaccrual loans have all the characteristics of substandard-nonaccrual loans with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable.

The following table outlines the amount of each loan classification categorized into each risk rating category as of March 31, 2015 and December 31, 2014 (in thousands):

	Commercial real estate - mortgage		Consumer real estate - mortgage		Construction and land development		Commercial and industrial		Consumer and other		Total
March 31, 2015
Accruing loans
Pass	$	1,521,269	$	702,047	$	308,778	$	1,711,829	$	224,165	$	4,468,088
Special Mention		12,659		2,213		6,386		38,997		-		60,255
Substandard ⁽¹⁾		20,929		11,279		5,230		53,850		-		91,288
Total		1,554,857		715,539		320,394		1,804,676		224,165		4,619,631
Impaired loans
Nonaccrual loans
Substandard-nonaccrual		5,826		4,483		3,636		1,963		1,007		16,915
Doubtful-nonaccrual		-		-		-		-		-		-
Total nonaccrual loans		5,826		4,483		3,636		1,963		1,007		16,915
Troubled debt restructurings⁽²⁾
Pass		-		419		432		563		30		1,444
Special Mention		-		447		-		-		200		647
Substandard		-		3,019		-		3,616		-		6,635
Total troubled debt restructurings		-		3,885		432		4,179		230		8,726
Total impaired loans		5,826		8,368		4,068		6,142		1,237		25,641
Total loans	$	1,560,683	$	723,907	$	324,462	$	1,810,818	$	225,402	$	4,645,272

(1)

Potential problem loans represent those loans with a well-defined weakness and where information about possible credit problems of borrowers has caused management to have doubts about the borrower's ability to comply with present repayment terms. This definition is believed to be substantially consistent with the standards established by Pinnacle Bank's primary regulators for loans classified as substandard, excluding the impact of nonaccrual loans and troubled debt restructurings. Potential problem loans, which are not included in nonaccrual loans, amounted to approximately $91.3 million at March 31, 2015, compared to $83.0 million at December 31, 2014.

(2)	Troubled debt restructurings are presented as impaired loans; however, they continue to accrue interest at modified contractual rates.

	Commercial real estate - mortgage		Consumer real estate - mortgage		Construction and land development		Commercial and industrial		Consumer and other		Total
December 31, 2014
Accruing loans
Pass	$	1,510,718	$	697,607	$	295,645	$	1,704,910	$	216,155	$	4,425,035
Special Mention		7,353		2,536		15,215		31,733		-		56,837
Substandard ⁽¹⁾		21,707		12,631		5,997		42,704		-		83,039
Total		1,539,778		712,774		316,857		1,779,347		216,155		4,564,911
Impaired loans
Nonaccrual loans
Substandard-nonaccrual		4,313		4,458		5,173		1,609		1,152		16,705
Doubtful-nonaccrual		-		-		-		-		-		-
Total nonaccrual loans		4,313		4,458		5,173		1,609		1,152		16,705
Troubled debt restructurings⁽²⁾
Pass		-		62		436		575		75		1,148
Special Mention		-		811		-		-		201		1,012
Substandard		-		3,053		-		3,198		-		6,251
Total troubled debt restructurings		-		3,926		436		3,773		276		8,411
Total impaired loans		4,313		8,384		5,609		5,382		1,428		25,116
Total loans	$	1,544,091	$	721,158	$	322,466	$	1,784,729	$	217,583	$	4,590,027

(1)

(2)	Troubled debt restructurings are presented as impaired loans; however, they continue to accrue interest at contractual rates.

At March 31, 2015 and December 31, 2014, all loans classified as nonaccrual were deemed to be impaired. The principal balances of these nonaccrual loans amounted to $16.9 million and $16.7 million at March 31, 2015 and December 31, 2014, respectively, and are included in the tables above. For both the three months ended March 31, 2015 and the twelve months ended December 31, 2014, the average balance of nonaccrual loans was $17.5 million. At the date such loans were placed on nonaccrual status, Pinnacle Financial reversed all previously accrued interest income against current year earnings. Pinnacle Financial's policy is that once a loan is placed on nonaccrual status each subsequent payment is reviewed on a case-by-case basis to determine if the payment should be applied to interest or principal pursuant to regulatory guidelines. Pinnacle Financial recognized approximately $84,000 in interest income from cash payments received on nonaccrual loans during the three months ended March 31, 2015 and $256,000 interest income from cash payments received on nonaccrual loans during the year ended December 31, 2014. Had these remaining nonaccrual loans been on accruing status, interest income would have been higher by $333,000 for the three months ended March 31, 2015 and by $283,000 for the three months ended March 31, 2014. A nonaccrual loan may be returned to accruing status once the loan has been brought current as to the principal and interest and collection is reasonably assured or the loan has been "well-secured" through other techniques.

The following table details the recorded investment, unpaid principal balance and related allowance and average recorded investment of our nonaccrual loans at March 31, 2015 and December 31, 2014 by loan classification and the amount of interest income recognized on a cash basis throughout the fiscal year-to-date period then ended, respectively, on these loans that remain on the balance sheets (in thousands):

	At March 31, 2015						For the three months ended March 31, 2015
	Recorded investment		Unpaid principal balance		Related allowance⁽¹⁾		Average recorded investment		Interest income recognized
Collateral dependent nonaccrual loans:
Commercial real estate – mortgage	$	3,997	$	4,630	$	-	$	4,419	$	-
Consumer real estate – mortgage		1,438		1,594		-		1,453		-
Construction and land development		3,335		3,335		-		3,335		84
Commercial and industrial		1,279		1,564		-		1,295		-
Consumer and other		-		-		-		-		-
Total	$	10,049	$	11,123	$	-	$	10,502	$	84