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Section 1: 8-K (8-K)

Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

______________________


FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 16, 2019


PINNACLE FINANCIAL PARTNERS, INC.
(Exact name of registrant as specified in charter)
Tennessee000-3122562-1812853
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
 Identification No.)
150 Third Avenue South, Suite 900, Nashville, Tennessee37201
(Address of principal executive offices)(Zip Code)

Registrant's telephone number, including area code:   (615) 744-3700

N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:


Title of Each ClassTrading SymbolName of Exchange on which Registered
Common Stock par value $1.00PNFPNasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




Item 2.02. Results of Operations and Financial Condition.

      This Current Report on Form 8-K is being furnished to disclose the press release issued by Pinnacle Financial Partners, Inc., a Tennessee corporation (the "Company"), on July 16, 2019. The press release, which is furnished as Exhibit 99.1 hereto pursuant to Item 2.02 of Form 8-K, announced the Company's results of operations for the three and six months ended June 30, 2019.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1  Press release issued by Pinnacle Financial Partners, Inc. dated July 16, 2019.




SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PINNACLE FINANCIAL PARTNERS, INC.

 By:/s/Harold R. Carpenter
 Name:Harold R. Carpenter
 Title:Executive Vice President and
  Chief Financial Officer

Date: July 16, 2019




EXHIBIT INDEX

Exhibit No.
 
Description
  


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Section 2: EX-99.1 (EX-99.1)

Document

398765852_image2.jpg
FOR IMMEDIATE RELEASE

MEDIA CONTACT:Joe Bass, 615-743-8219
FINANCIAL CONTACT:Harold Carpenter, 615-744-3742
WEBSITE:www.pnfp.com

PNFP REPORTS DILUTED EPS OF $1.31, ROAA OF 1.55% AND ROTCE OF 17.74% FOR 2Q 2019
Excluding non-GAAP adjustments, 2Q19 diluted EPS was $1.42, ROAA was 1.69% and ROTCE was 19.28%


NASHVILLE, TN, July 16, 2019 - Pinnacle Financial Partners, Inc. (Nasdaq/NGS: PNFP) reported net income per diluted common share of $1.31 for the quarter ended June 30, 2019, compared to net income per diluted common share of $1.12 for the quarter ended June 30, 2018, an increase of 17.0 percent. Net income per diluted common share was $2.53 for the six months ended June 30, 2019, compared to net income per diluted common share of $2.20 for the six months ended June 30, 2018, an increase of 15.0 percent.

The following items impacted Pinnacle Financial’s second quarter of 2019 results:
$4.5 million in net losses on the sale of $382.0 million of investment securities as the firm seeks to better position its balance sheet for potential reductions in short-term rates,
$1.5 million loss from the sale of its remaining non-prime automobile portfolio, to finalize our exit from that business, which has been underway for some time,
$2.4 million write-down of facilities and land acquired in the BNC acquisition that previously had been held for potential expansion, and
$3.2 million non-cash impairment charge related to the proposed consolidation of five offices across the firm's footprint.

Excluding these items, as well as merger-related charges in 2018 and ORE expense in each period, net income per diluted common share was $1.42 for the three months ended June 30, 2019, compared to net income per diluted common share of $1.16 for the three months ended June 30, 2018, a growth rate of 22.4 percent. Excluding the same adjustments noted above for the six months ended June 30, 2019 and 2018, net income per diluted common share was $2.66 for the six months ended June 30, 2019, compared to net income per diluted common share of $2.28 for the six months ended June 30, 2018, a growth rate of 16.7 percent.
"Obviously, we are excited about our very strong earnings growth in the second quarter and first six months of 2019," said M. Terry Turner, Pinnacle's president and chief executive officer. "Highlights for the quarter included double-digit loan growth, strong hiring throughout our footprint and better than anticipated fee income associated with our investment in BHG. During the quarter, we also implemented plans for rationalization of certain assets. Our decision to sell the remainder of our non-prime automobile loans and to consolidate a number of branch offices, along with the other items noted above, negatively impacted the second quarter by approximately $12.0 million in additional expenses. However, by incurring these expenses, we believe we are much better positioned to absorb potential decreases in short-term interest rates. These actions also eliminate any future losses that could have been incurred from the non-prime automobile portfolio."

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GROWING THE CORE EARNINGS CAPACITY OF THE FIRM:
Loans at June 30, 2019 were a record $18.8 billion, an increase of $1.8 billion from June 30, 2018, reflecting year-over-year growth of 10.4 percent. Loans at June 30, 2019 increased $639.4 million from March 31, 2019, reflecting a linked-quarter annualized growth rate of 14.1 percent.
Average loans were $18.6 billion for the three months ended June 30, 2019, up $672.7 million from $17.9 billion for the three months ended March 31, 2019, an annualized growth rate of 15.0 percent.
At June 30, 2019, the remaining discount associated with fair value accounting adjustments on acquired loans was $75.4 million, compared to $85.8 million at March 31, 2019.
Deposits at June 30, 2019 were $19.4 billion, an increase of $1.6 billion from June 30, 2018, reflecting year-over-year growth of 8.9 percent. Deposits at June 30, 2019 increased $968.9 million from March 31, 2019, reflecting a linked-quarter annualized growth rate of 21.0 percent.
Average deposits were $18.9 billion for the three months ended June 30, 2019, compared to $18.4 billion for the three months ended March 31, 2019, an annualized growth rate of 11.0 percent.
Core deposits were $16.5 billion at June 30, 2019, compared to $16.3 billion at March 31, 2019 and $15.4 billion at June 30, 2018, a year-over-year growth rate of 7.2 percent.
Revenues for the quarter ended June 30, 2019 were $259.6 million, an increase of $21.3 million from the $238.3 million recognized in the first quarter of 2019, and up $29.4 million from the second quarter of 2018. This represents a year-over-year growth rate of 12.8 percent. Second quarter 2019 revenues reflect the impact of a $7.2 million reduction in loan discount accretion when compared to the second quarter of 2018.
Revenue per fully diluted share was $3.39 for the three months ended June 30, 2019, compared to $3.09 for the first quarter of 2019 and $2.97 for the second quarter of 2018.

"We hired 45 high-profile revenue producers during the first six months of 2019, a strong predictor of our continued future growth," Turner said. "We believe our recruiting success is creating even more opportunities for our firm to move meaningful market share from larger banks. Taking market share by virtue of being able to hire the best bankers in our market is the only way I know to reliably produce outsized growth on a sound basis over the long term.
"We continue to experience much progress in the Carolinas and Virginia and could not be more proud of our successes there. We believe the BNC merger has been a great success and we anticipate many years of sustainable growth for our firm. BHG was another sound investment for our firm. Its franchise value, we believe, has increased significantly since our first investment in 2015. We believe the leadership and employees at BHG have worked tirelessly to grow their firm on a sound basis, and we anticipate more growth in future periods as our partnership continues to thrive."

FOCUSING ON PROFITABILITY:
Return on average assets was 1.55 percent for the second quarter of 2019, compared to 1.52 percent for the first quarter of 2019 and 1.50 percent for the second quarter last year. Second quarter 2019 return on average tangible assets amounted to 1.67 percent, compared to 1.64 percent for the first quarter of 2019 and 1.63 percent for the second quarter of 2018.
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Excluding the adjustments described above for both 2019 and 2018, return on average assets was 1.69 percent for the second quarter of 2019, compared to 1.55 percent for both the first quarter of 2019 and the second quarter of 2018. Likewise, excluding those same adjustments, the firm’s return on average tangible assets was 1.82 percent for the second quarter of 2019, compared to 1.67 percent for the first quarter of 2019 and 1.68 for the second quarter of 2018.
Return on average common equity for the second quarter of 2019 amounted to 9.77 percent, compared to 9.49 percent for the first quarter of 2019 and 9.18 percent for the second quarter of 2018. Second quarter 2019 return on average tangible common equity amounted to 17.74 percent, compared to 17.60 percent for the first quarter of 2019 and 18.01 for the second quarter of 2018.
Excluding the adjustments described above for both 2019 and 2018, return on average tangible common equity amounted to 19.28 percent for the second quarter of 2019, compared to 17.91 percent for the first quarter of 2019 and 18.58 percent for the second quarter of 2018.

"Our profitability metrics remain strong and provide us the ongoing leverage to hire more revenue producers and continue investing in our future growth," said Harold R. Carpenter, Pinnacle's chief financial officer. "BHG reported a remarkable quarter that was the culmination of many initiatives they have been working on for several months. They have not only developed more sophisticated tools to better target potential borrowers, but they also have expanded their reach into other professional firms such as lawyers, accountants and others. This elevated production occurred during a time when FICO scores and their internally generated credit scores for their borrowers have actually improved. During the quarter, we also took the opportunity to critically evaluate certain assets. Specifically, we executed several initiatives during the quarter to better insulate our earnings in a down rate environment such as purchasing loan interest rate floors, unwinding fixed to floating loan interest rate swaps and repositioning a portion of the bond portfolio.
"We are aware that our industry faces many macro challenges. In spite of these challenges, we continue to target top-quartile profitability and, more importantly, continue our focus on earnings per share growth and tangible book value per share accretion, having produced 5-year compounded annual growth rates of 23.7 percent and 15.8 percent, respectively, in those key metrics through the second quarter of 2019."

MAINTAINING A FORTRESS BALANCE SHEET:
Net charge-offs were $4.1 million for the quarter ended June 30, 2019, compared to $3.6 million for the quarter ended March 31, 2019 and $4.0 million for the quarter ended June 30, 2018. Annualized net charge-offs as a percentage of average loans for the quarter ended June 30, 2019 were 0.09 percent, compared to 0.08 percent for the quarter ended March 31, 2019 and 0.10 percent for the second quarter of 2018.
Nonperforming assets decreased to 0.55 percent of total loans and ORE at June 30, 2019, from 0.61 percent at March 31, 2019, and up slightly from 0.53 percent at June 30, 2018. Nonperforming assets were $102.7 million at June 30, 2019, compared to $111.3 million at March 31, 2019 and $91.1 million at June 30, 2018.
The classified asset ratio at June 30, 2019 was 13.9 percent, compared to 13.0 percent at March 31, 2019 and 12.6 percent at June 30, 2018. Classified assets were $337.8 million at June 30, 2019, compared to $306.8 million at March 31, 2019 and $267.3 million at June 30, 2018.
The allowance for loan losses represented 0.48 percent of total loans at each of June 30, 2019 and March 31, 2019, compared to 0.44 percent at June 30, 2018. 
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The ratio of the allowance for loan losses to nonperforming loans increased to 118.6 percent at June 30, 2019, from 90.7 percent at March 31, 2019 and 106.7 percent at June 30, 2018. At June 30, 2019, purchase credit impaired loans of $7.2 million, which were recorded at fair value upon acquisition, represented 9.4 percent of the firm's nonperforming loans.
Provision for loan losses was $7.2 million in the second quarter of 2019, compared to $7.2 million in the first quarter of 2019 and $9.4 million in the second quarter of 2018.

"Asset quality continues to be a highlight for our firm," Carpenter said. "Net charge-offs, nonperforming assets and classified assets remain very low. Net charge-offs in our primary loan segments of C&I, CRE and construction have been very low for an extended period of time. Year-to-date in 2019, net charge-offs in these segments were 0.07 percent annualized, compared to 0.07 percent in 2018 and 0.02 percent in 2017."

GROWING REVENUES
Net interest income for the quarter ended June 30, 2019 was $188.9 million, compared to $187.2 million for the first quarter of 2019 and $182.2 million for the second quarter of 2018, a year-over-year growth rate of 3.7 percent. Net interest margin was 3.48 percent for the second quarter of 2019, compared to 3.62 percent for the first quarter of 2019 and 3.69 percent for the second quarter of 2018.
Included in net interest income for the second quarter of 2019 was $8.9 million of discount accretion associated with fair value adjustments, compared to $9.7 million of similar discount accretion recognized in the first quarter of 2019 and $16.1 million in the second quarter of 2018.
Average earning assets included $81.4 million of fair value adjustments related to our acquisitions at June 30, 2019, compared to $92.4 million at March 31, 2019 and $143.3 million at June 30, 2018.
Noninterest income for the quarter ended June 30, 2019 was $70.7 million, compared to $51.1 million for the first quarter of 2019 and $47.9 million for the second quarter of 2018, a year-over-year growth rate of 47.4 percent.
Wealth management revenues, which include investment, trust and insurance services, were $11.4 million for the quarter ended June 30, 2019, compared to $11.6 million for the first quarter of 2019 and $10.5 million for the second quarter of 2018.
Income from the firm's investment in BHG was $32.3 million for the quarter ended June 30, 2019, compared to $13.3 million for the quarter ended March 31, 2019 and $9.7 million for the quarter ended June 30, 2018. Income from the firm's investment in BHG grew more than 200 percent for the quarter ended June 30, 2019, compared to the quarter ended June 30, 2018.
Other noninterest income was $16.5 million for the quarter ended June 30, 2019 compared to $14.6 million for the quarter ended March 31, 2019 and $15.3 million for the quarter ended June 30, 2018. Contributing to the increase were increased credit card interchange fees and increased fees related to the firm's various lending programs. Other noninterest income for the quarter ended June 30, 2019 was also impacted by a $1.5 million charge associated with the sale of the firm's remaining non-prime automobile portfolio in the second quarter of 2019.

"For good reason, the rate environment has attracted much attention from the broader banking community, including not only bankers but also investors and analysts," Carpenter said. "Operating in this environment while funding high quality loan growth as inexpensively as possible is clearly a challenge. We will continue to support our relationship managers as they attract great clients to our firm, which typically begins with loans.
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"We remain optimistic about our deposit-gathering strategies, which are largely dependent upon our continuing to recruit deposit gatherers to our firm. We are fortunate that we operate in markets with outstanding bankers that allow us to focus on growing revenues consistently and organically over the longer term. Our track record is strong, and we believe we have the runway in our current footprint to accomplish our goals of continuing to be a top-quartile performer."

CREATING OPERATING LEVERAGE
Noninterest expense for the quarter ended June 30, 2019 was $127.7 million, compared to $114.1 million in the first quarter of 2019 and $110.9 million in the second quarter of 2018, reflecting a year-over-year increase of 15.1 percent. Excluding the impairment charges associated with our branch consolidation initiatives, ORE expenses and merger-related charges for the relevant periods as described above, noninterest expense increased 13.8 percent over the second quarter of 2018.
Salaries and employee benefits were $75.6 million in the second quarter of 2019, compared to $70.4 million in the first quarter of 2019 and $64.1 million in the second quarter of 2018, reflecting a year-over-year increase of 17.9 percent.
Included in salaries and employee benefits are costs related to the firm’s annual cash incentive plan. Incentive costs for this plan amounted to $11.0 million in the second quarter of 2019, compared to $6.3 million in the first quarter of 2019 and $6.9 million in the second quarter of last year.
The efficiency ratio for the second quarter of 2019 increased to 49.19 percent, compared to 47.86 percent for the first quarter of 2019 and 48.18 percent in the second quarter of 2018. The ratio of noninterest expenses to average assets increased to 1.98 percent for the second quarter of 2019 from 1.85 percent in the first quarter of 2019 and 1.91 percent in the second quarter of 2018.
Excluding the adjustments noted elsewhere in this release for both 2019 and 2018, the efficiency ratio was 45.92 percent for the second quarter of 2019, compared to 47.37 percent for the first quarter of 2019 and 46.57 percent for the second quarter of 2018. Excluding the above described impairment charge, ORE expense and merger-related charges, the ratio of noninterest expense to average assets was 1.89 percent for the second quarter of 2019, compared to 1.84 percent for the first quarter of 2019 and 1.85 percent for the second quarter of 2018.
The effective tax rate for the second quarter of 2019 was 19.6 percent, compared to 19.7 percent for the first quarter of 2019 and 20.9 percent for the second quarter of 2018. The effective tax rate for the second quarter of 2019 includes tax expense related to equity compensation of $68,000, compared to a benefit of $769,000 in the first quarter of 2019 and $72,000 in the second quarter of 2018, respectively, associated with vesting of equity-based awards.
During the second quarter of 2019, the firm acquired 130,888 shares of its common stock in open market transactions pursuant to its previously announced share repurchase program, at an average price of $56.31.

"We continue to be pleased with the management of our expense base and our team’s focus on growing revenues," Carpenter said. "We reviewed our branch network for opportunities and believe the proposed consolidation of approximately five facilities is sufficient at this time. We are not exiting any market or entering into any formal personnel reduction programs as a result of these actions.
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"Additionally, we are reporting an adjusted efficiency ratio of 46 percent for our firm for the second quarter of 2019, providing further support that our firm can generate outsized returns efficiently and that we take our reputation of being sound operators seriously."

BOARD OF DIRECTORS DECLARES DIVIDEND
On July 16, 2019, Pinnacle's Board of Directors approved a quarterly cash dividend of $0.16 per common share to be paid on Aug. 30, 2019 to common shareholders of record as of the close of business on Aug. 2, 2019. 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 17, 2019 to discuss second quarter 2019 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. Pinnacle Bank has the No. 1 deposit market share in the Nashville-Murfreesboro-Franklin MSA, according to June 30, 2018 deposit data from the FDIC. Pinnacle earned a place on FORTUNE’s 2017, 2018 and 2019 lists of the 100 Best Companies to Work For in the U.S., and American Banker recognized Pinnacle as one of America’s Best Banks to Work For six years in a row.
The firm began operations in a single location in downtown Nashville, TN in October 2000 and has since grown to approximately $26.5 billion in assets as of June 30, 2019. 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.
###
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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," "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 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 Pinnacle Financial's asset management activities in improving, resolving or liquidating lower-quality assets; (vi) the impact of competition with other financial institutions, including pricing pressures and the resulting impact on Pinnacle Financial’s results, including as a result of compression to net interest margin; (vii) 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 differences in interest rates on loans or deposits from those that Pinnacle Financial is modeling or anticipating or that affect 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 that would cause Pinnacle Financial to conclude that there was impairment of any asset, including intangible assets; (xiii) 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; (xiv) the ability of Pinnacle Financial to implement its branch consolidation strategy on the timelines, and at the costs, presently contemplated; (xv) 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 were to exceed percentage levels of total capital in guidelines recommended by its regulators; (xvii) approval of the declaration of any dividend by Pinnacle Financial's board of directors; (xviii) 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; (xix) 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;  (xx) 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; (xxi) changes in state and federal legislation, regulations or policies applicable to banks and other financial service providers, like BHG, including regulatory or legislative developments; (xxii) risks associated with the possible 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; (xxiii) the availability of and access to capital; (xxiv)
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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 (xxv) 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.

Non-GAAP Financial Matters

This release contains certain non-GAAP financial measures, including, without limitation, earnings per diluted share, 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, the charges associated with Pinnacle Financial's branch consolidation project, the sale of the remaining portion of Pinnacle Bank's non-prime automobile portfolio, the revaluation of Pinnacle Financial’s deferred tax assets and other matters for the accounting periods presented. This release also includes non-GAAP financial measures which exclude expenses associated with Pinnacle Bank's merger with BNC. 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. 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 2019 versus certain periods in 2018 and to internally prepared projections.


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PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS – UNAUDITED
(dollars in thousands)
 June 30, 2019December 31, 2018June 30, 2018
ASSETS
Cash and noninterest-bearing due from banks$153,071 $137,433 $193,962 
Restricted cash121,440 65,491 16,233 
Interest-bearing due from banks332,862 516,920 407,265 
Federal funds sold and other20,214 1,848 29,463 
Cash and cash equivalents627,587 721,692 646,923 
Securities available-for-sale, at fair value3,256,906 3,083,686 2,960,128 
Securities held-to-maturity (fair value of $200.6 million, $193.1 million, and $15.3 million at June 30, 2019, Dec. 31, 2018, and June 30, 2018, respectively)190,928 194,282 15,341 
Consumer loans held-for-sale70,004 34,196 108,592 
Commercial loans held-for-sale21,295 15,954 21,277 
Loans18,814,318 17,707,549 17,042,853 
Less allowance for loan losses(90,253)(83,575)(75,670)
Loans, net18,724,065 17,623,974 16,967,183 
Premises and equipment, net274,729 265,560 269,876 
Equity method investment243,875 239,237 217,283 
Accrued interest receivable84,582 79,657 65,175 
Goodwill1,807,121 1,807,121 1,807,121 
Core deposits and other intangible assets41,578 46,161 51,353 
Other real estate owned26,657 15,165 19,785 
Other assets1,171,028 904,359 838,333 
Total assets$26,540,355 $25,031,044 $23,988,370 
LIABILITIES AND STOCKHOLDERS' EQUITY 
Deposits: 
Noninterest-bearing$4,493,419 $4,309,067 $4,361,414 
Interest-bearing3,129,941 3,464,001 2,939,833 
Savings and money market accounts7,547,166 7,607,796 7,129,335 
Time4,278,857 3,468,243 3,426,836 
Total deposits19,449,383 18,849,107 17,857,418 
Securities sold under agreements to repurchase154,169 104,741 128,739 
Federal Home Loan Bank advances1,960,062 1,443,589 1,581,867 
Subordinated debt and other borrowings464,144 485,130 465,433 
Accrued interest payable30,376 23,586 15,604 
Other liabilities305,860 158,951 112,632 
Total liabilities22,363,994 21,065,104 20,161,693 
Preferred stock, no par value; 10.0 million shares authorized;
no shares issued and outstanding
— — — 
Common stock, par value $1.00; 180.0 million shares authorized; 76.9 million, 77.5 million and 77.9 million shares issued and outstanding at June 30, 2019, Dec. 31, 2018 and June 30, 2018, respectively76,929 77,484 77,855 
Additional paid-in capital3,076,486 3,107,431 3,119,461 
Retained earnings1,002,434 833,130 667,594 
Accumulated other comprehensive income (loss), net of taxes20,512 (52,105)(38,233)
Total stockholders' equity4,176,361 3,965,940 3,826,677 
Total liabilities and stockholders' equity$26,540,355 $25,031,044 $23,988,370 
This information is preliminary and based on company data available at the time of the presentation.

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PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME – UNAUDITED
(dollars in thousands, except for per share data)Three Months EndedSix Months Ended
 June 30, 2019March 31, 2019June 30, 2018June 30, 2019June 30, 2018
Interest income:
Loans, including fees$237,653 $229,379 $208,758 $467,032 $399,972 
Securities
Taxable12,243 13,540 11,748 25,783 22,970 
Tax-exempt12,556 11,672 8,350 24,228 15,635 
Federal funds sold and other3,399 3,292 2,128 6,691 3,935 
Total interest income265,851 257,883 230,984 523,734 442,512 
Interest expense:
Deposits58,988 54,217 32,767 113,205 56,748 
Securities sold under agreements to repurchase142 145 143 287 273 
FHLB advances and other borrowings17,803 16,275 15,838 34,078 28,784 
Total interest expense76,933 70,637 48,748 147,570 85,805 
Net interest income188,918 187,246 182,236 376,164 356,707 
Provision for loan losses7,195 7,184 9,402 14,379 16,333 
Net interest income after provision for loan losses181,723 180,062 172,834 361,785 340,374 
Noninterest income:
Service charges on deposit accounts8,940 8,542 8,456 17,482 16,361 
Investment services5,803 5,404 5,074 11,207 10,319 
Insurance sales commissions2,147 2,928 2,048 5,075 5,167 
Gains on mortgage loans sold, net6,011 4,878 3,777 10,889 7,521 
Investment gains (losses) on sales, net(4,466)(1,960)— (6,426)30 
Trust fees3,461 3,295 3,564 6,756 6,681 
Income from equity method investment32,261 13,290 9,690 45,551 19,050 
Other noninterest income16,525 14,686 15,330 31,211 26,993 
Total noninterest income70,682 51,063 47,939 121,745 92,122 
Noninterest expense:
Salaries and employee benefits75,620 70,376 64,112 145,996 127,831 
Equipment and occupancy23,844 19,331 18,208 43,175 35,951 
Other real estate, net2,523 246 819 2,769 25 
Marketing and other business development3,282 2,948 2,544 6,230 4,791 
Postage and supplies2,079 1,892 2,291 3,971 4,330 
Amortization of intangibles2,271 2,311 2,659 4,582 5,357 
Merger-related expenses— — 2,906 — 8,259 
Other noninterest expense18,067 16,947 17,369 35,014 32,944 
Total noninterest expense127,686 114,051 110,908 241,737 219,488 
Income before income taxes124,719 117,074 109,865 241,793 213,008 
Income tax expense24,398 23,114 23,000 47,512 42,633 
Net income$100,321 $93,960 $86,865 $194,281 $170,375 
Per share information:
Basic net income per common share$1.31 $1.22 $1.13 $2.54 $2.21 
Diluted net income per common share$1.31 $1.22 $1.12 $2.53 $2.20 
Weighted average shares outstanding:
Basic76,343,608 76,803,171 77,123,854 76,572,120 77,101,816 
Diluted76,611,657 77,127,692 77,468,082 76,866,163 77,417,930 
This information is preliminary and based on company data available at the time of the presentation.


10


PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES
SELECTED QUARTERLY FINANCIAL DATA – UNAUDITED
(dollars in thousands)JuneMarchDecemberSeptemberJuneMarch
201920192018201820182018
Balance sheet data, at quarter end:
Commercial and industrial loans$5,795,107 5,419,520 5,271,420 5,006,247 4,821,299 4,490,886 
Commercial real estate - owner occupied2,624,160 2,617,541 2,653,433 2,688,247 2,504,891 2,427,946 
Commercial real estate - investment4,252,098 4,107,953 3,855,643 3,818,055 3,822,182 3,714,854 
Commercial real estate - multifamily and other709,135 693,652 655,879 708,817 697,566 651,488 
Consumer real estate  - mortgage loans2,949,755 2,887,628 2,844,447 2,815,160 2,699,399 2,580,766 
Construction and land development loans2,117,969 2,097,570 2,072,455 2,059,009 2,133,646 2,095,875 
Consumer and other366,094 351,042 354,272 368,474 363,870 364,202 
Total loans18,814,318 18,174,906 17,707,549 17,464,009 17,042,853 16,326,017 
Allowance for loan losses(90,253)(87,194)(83,575)(79,985)(75,670)(70,204)
Securities3,447,834 3,444,049 3,277,968 3,199,579 2,975,469 2,981,301 
Total assets26,540,355 25,557,858 25,031,044 24,557,545 23,988,370 22,935,174 
Noninterest-bearing deposits4,493,419 4,317,787 4,309,067 4,476,925 4,361,414 4,274,213 
Total deposits19,449,383 18,480,461 18,849,107 18,407,515 17,857,418 16,502,909 
Securities sold under agreements to repurchase154,169 100,698 104,741 130,217 128,739 131,863 
FHLB advances1,960,062 2,121,075 1,443,589 1,520,603 1,581,867 1,976,881 
Subordinated debt and other borrowings464,144 484,703 485,130 465,487 465,433 465,550 
Total stockholders' equity4,176,361 4,055,939 3,965,940 3,897,041 3,826,677 3,749,303 
Balance sheet data, quarterly averages:
Total loans$18,611,164 17,938,480 17,630,281 17,259,139 16,729,734 15,957,466 
Securities3,412,475 3,302,676 3,148,638 3,075,633 2,970,267 2,829,604 
Federal funds sold and other530,556 469,909 645,644 647,728 442,401 335,093 
Total earning assets22,554,195 21,711,065 21,424,563 20,982,500 20,142,402 19,122,163 
Total assets25,915,971 25,049,954 24,616,733 24,125,051 23,236,945 22,204,599 
Noninterest-bearing deposits4,399,766 4,195,443 4,317,782 4,330,917 4,270,459 4,304,186 
Total deposits18,864,859 18,358,094 18,368,012 18,112,766 16,949,374 16,280,581 
Securities sold under agreements to repurchase117,261 109,306 119,247 146,864 123,447 129,969 
FHLB advances2,164,341 1,926,358 1,689,920 1,497,511 1,884,828 1,584,281 
Subordinated debt and other borrowings469,498 470,775 469,074 468,990 474,328 471,029 
Total stockholders' equity4,117,754 4,017,375 3,939,927 3,874,430 3,795,963 3,732,633 
Statement of operations data, for the three months ended:
Interest income$265,851 257,883 256,095 248,110 230,984 211,528 
Interest expense76,933 70,637 65,880 58,690 48,748 37,057 
Net interest income188,918 187,246 190,215 189,420 182,236 174,471 
Provision for loan losses7,195 7,184 9,319 8,725 9,402 6,931 
Net interest income after provision for loan losses181,723 180,062 180,896 180,695 172,834 167,540 
Noninterest income70,682 51,063 57,270 51,478 47,939 44,183 
Noninterest expense127,686 114,051 119,409 113,990 110,908 108,580 
Income before taxes124,719 117,074 118,757 118,183 109,865 103,143 
Income tax expense24,398 23,114 23,439 24,436 23,000 19,633 
Net income$100,321 93,960 95,318 93,747 86,865 83,510 
Profitability and other ratios:
Return on avg. assets (1)
1.55 %1.52 %1.54 %1.54 %1.50 %1.53 %
Return on avg. common equity (1)
9.77 %9.49 %9.60 %9.60 %9.18 %9.07 %
Return on avg. tangible common equity (1)
17.74 %17.60 %18.14 %18.44 %18.01 %18.12 %
Dividend payout ratio (16)
12.88 %13.39 %13.79 %14.89 %16.57 %18.36 %
Net interest margin (2)
3.48 %3.62 %3.63 %3.65 %3.69 %3.77 %
Noninterest income to total revenue (3)
27.23 %21.43 %23.14 %21.37 %20.83 %20.21 %
Noninterest income to avg. assets (1)
1.09 %0.83 %0.92 %0.85 %0.83 %0.81 %
Noninterest exp. to avg. assets (1)
1.98 %1.85 %1.92 %1.87 %1.91 %1.98 %
Efficiency ratio (4)
49.19 %47.86 %48.25 %47.32 %48.18 %49.66 %
Avg. loans to avg. deposits
98.66 %97.71 %95.98 %95.29 %98.70 %98.02 %
Securities to total assets
12.99 %13.48 %13.10 %13.03 %12.40 %13.00 %
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)Three months endedThree months ended
June 30, 2019June 30, 2018
 Average BalancesInterestRates/ YieldsAverage BalancesInterestRates/ Yields
Interest-earning assets
Loans (1) (2)
$18,611,164 $237,653 5.22 %$16,729,734 $208,758 5.04 %
Securities
Taxable1,781,814 12,243 2.76 %1,792,845 11,748 2.63 %
Tax-exempt (2)
1,630,661 12,556 3.68 %1,177,422 8,350 3.34 %
Federal funds sold and other530,556 3,399 2.57 %442,401 2,128 1.93 %
Total interest-earning assets22,554,195 $265,851 4.85 %20,142,402 $230,984 4.66 %
Nonearning assets
Intangible assets1,850,146 1,860,868 
Other nonearning assets1,511,630 1,233,675 
Total assets$25,915,971 $23,236,945 
Interest-bearing liabilities
Interest-bearing deposits:
Interest checking3,150,865 9,305 1.18 %3,038,705 6,395 0.84 %
Savings and money market7,355,783 26,947 1.47 %6,739,430 16,165 0.96 %
Time3,958,445 22,736 2.30 %2,900,779 10,207 1.41 %
Total interest-bearing deposits14,465,093 58,988 1.64 %12,678,914 32,767 1.04 %
Securities sold under agreements to repurchase117,261 142 0.49 %123,447 143 0.47 %
Federal Home Loan Bank advances2,164,341 11,552 2.14 %1,884,828 9,690 2.06 %
Subordinated debt and other borrowings469,498 6,251 5.34 %474,328 6,148 5.20 %
Total interest-bearing liabilities17,216,193 76,933 1.79 %15,161,517 48,748 1.29 %
Noninterest-bearing deposits4,399,766 — — 4,270,459 — — 
Total deposits and interest-bearing liabilities21,615,959 $76,933 1.43 %19,431,976 $48,748 1.01 %
Other liabilities182,258 9,005 
Stockholders' equity 4,117,754 3,795,963 
Total liabilities and stockholders' equity$25,915,971 $23,236,944 
Net  interest  income 
$188,918 $182,236 
Net interest spread (3)
3.06 %3.37 %
Net interest margin (4)
3.48 %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 and include $6.9 million of taxable equivalent income for the three months ended June 30, 2019 compared to $3.1 million for the three months ended June 30, 2018. 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 quarter ended June 30, 2019 would have been 3.42% compared to a net interest spread of 3.66% for the quarter ended June 30, 2018.
(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
ANALYSIS OF INTEREST INCOME AND EXPENSE, RATES AND YIELDS-UNAUDITED
(dollars in thousands)Six months endedSix months ended
June 30, 2019June 30, 2018
 Average BalancesInterestRates/ YieldsAverage BalancesInterestRates/ Yields
Interest-earning assets
Loans (1) (2)
$18,276,680 $467,032 5.25 %$16,345,734 $399,972 4.98 %
Securities
Taxable1,813,693 25,783 2.87 %1,793,619 22,970 2.58 %
Tax-exempt (2)
1,544,186 24,228 3.77 %1,106,705 15,635 3.33 %
Federal funds sold and other500,400 6,691 2.70 %389,043 3,935 2.04 %
Total interest-earning assets22,134,959 $523,734 4.89 %19,635,101 $442,512 4.61 %
Nonearning assets
Intangible assets1,851,292 1,862,294 
Other nonearning assets1,499,104 1,226,229 
Total assets$25,485,355 $22,723,624 
Interest-bearing liabilities
Interest-bearing deposits:
Interest checking3,140,734 18,628 1.20 %3,006,328 11,509 0.77 %
Savings and money market7,446,911 53,284 1.44 %6,597,734 28,153 0.86 %
Time3,727,061 41,293 2.23 %2,725,534 17,086 1.26 %
Total interest-bearing deposits14,314,706 113,205 1.59 %12,329,596 56,748 0.93 %
Securities sold under agreements to repurchase113,305 287 0.51 %126,690 273 0.43 %
Federal Home Loan Bank advances2,046,007 21,515 2.12 %1,735,385 16,697 1.94 %
Subordinated debt and other borrowings470,133 12,563 5.39 %475,066 12,087 5.13 %
Total interest-bearing liabilities16,944,151 147,570 1.76 %14,666,737 85,805 1.18 %
Noninterest-bearing deposits4,298,169 — — 4,287,229 — — 
Total deposits and interest-bearing liabilities21,242,320 $147,570 1.40 %18,953,966 $85,805 0.91 %
Other liabilities175,193 5,185 
Stockholders' equity 4,067,842 3,764,473 
Total liabilities and stockholders' equity$25,485,355 $22,723,624 
Net  interest  income 
$376,164 $356,707 
Net interest spread (3)
3.14 %3.43 %
Net interest margin (4)
3.55 %3.73 %
(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 include $13.4 million of taxable equivalent income for the six months ended June 30, 2019 compared to $6.3 million for the six months ended June 30, 2018. 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, 2019 would have been 3.49% compared to a net interest spread of 3.70% for the six months ended June 30, 2018.
(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
SELECTED QUARTERLY FINANCIAL DATA – UNAUDITED
(dollars in thousands)JuneMarchDecemberSeptemberJuneMarch
201920192018201820182018
Asset quality information and ratios:
Nonperforming assets:
Nonaccrual loans76,077 96,144 87,834 77,868 70,887 70,202 
Other real estate (ORE) and
other nonperforming assets (NPAs)
26,658 15,138 15,393 17,731 20,229 24,533 
Total nonperforming assets$102,735 111,282 103,227 95,599 91,116 94,735 
Past due loans over 90 days and still accruing interest$2,733 1,982 1,558 1,773 1,572 1,131 
Accruing troubled debt restructurings (5)
$7,412 5,481 5,899 6,125 5,647 6,115 
Accruing purchase credit impaired loans$12,632 13,122 14,743 21,473 22,993 24,398 
Net loan charge-offs$4,136 3,565 5,729 4,410 3,936 3,967 
Allowance for loan losses to nonaccrual loans118.6 %90.7 %95.2 %102.7 %106.7 %100.0 %
As a percentage of total loans:
Past due accruing loans over 30 days0.21 %0.22 %0.34 %0.25 %0.23 %0.24 %
Potential problem loans (6)
1.21 %1.05 %1.00 %1.16 %1.00 %0.97 %
Allowance for loan losses0.48 %0.48 %0.47 %0.46 %0.44 %0.43 %
Nonperforming assets to total loans, ORE and other NPAs0.55 %0.61 %0.58 %0.55 %0.53 %0.58 %
Nonperforming assets to total assets0.39 %0.44 %0.41 %0.39 %0.38 %0.41 %
    Classified asset ratio (Pinnacle Bank) (8)
13.9 %13.0 %12.4 %13.7 %12.6 %12.6 %
Annualized net loan charge-offs to avg. loans (7)
0.09 %0.08 %0.11 %0.10 %0.10 %0.10 %
Wtd. avg. commercial loan internal risk ratings (6)
44.944.944.44.54.44.4
44.4 4.5 4.4 4.4 4.5 
Interest rates and yields:
Loans5.22 %5.28 %5.22 %5.15 %5.04 %4.91 %
Securities3.20 %3.37 %3.22 %3.11 %2.91 %2.87 %
Total earning assets4.85 %4.94 %4.85 %4.76 %4.66 %4.56 %
Total deposits, including non-interest bearing1.25 %1.20 %1.08 %0.97 %0.78 %0.60 %
Securities sold under agreements to repurchase0.49 %0.54 %0.50 %0.44 %0.47 %0.40 %
FHLB advances2.14 %2.10 %2.18 %2.16 %2.06 %1.79 %
Subordinated debt and other borrowings5.34 %5.44 %5.33 %5.29 %5.20 %5.11 %
Total deposits and interest-bearing liabilities1.43 %1.37 %1.27 %1.15 %1.01 %0.81 %
Capital and other ratios (8):
Pinnacle Financial ratios:
Stockholders' equity to total assets15.7 %15.9 %15.8 %15.9 %16.0 %16.3 %
Common equity Tier one9.5 %9.4 %9.6 %9.4 %9.3 %9.2 %
Tier one risk-based9.5 %9.4 %9.6 %9.4 %9.3 %9.2 %
Total risk-based12.0 %12.0 %12.2 %12.1 %12.0 %12.0 %
Leverage9.1 %9.0 %8.9 %8.8 %8.8 %8.8 %
Tangible common equity to tangible assets9.4 %9.3 %9.1 %9.0 %8.9 %9.0 %
Pinnacle Bank ratios:
Common equity Tier one10.3 %10.4 %10.5 %10.3 %10.2 %10.3 %
Tier one risk-based10.3 %10.4 %10.5 %10.3 %10.2 %10.3 %
Total risk-based11.3 %11.4 %11.5 %11.4 %11.2 %11.3 %
Leverage9.8 %9.9 %9.8 %9.6 %9.7 %9.8 %
Construction and land development loans
as a percentage of total capital (19)
82.6 %84.1 %85.2 %87.8 %94.6 %96.1 %
Non-owner occupied commercial real estate and
multi-family as a percentage of total capital (19)
288.9 %282.5 %277.7 %287.6 %304.3 %306.2 %
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, except per share data)JuneMarchDecemberSeptemberJuneMarch
201920192018201820182018
Per share data:
Earnings  – basic$1.31 1.22 1.24 1.22 1.13 1.08 
Earnings - basic, excluding the adjustments noted below$1.43 1.24 1.26 1.22 1.15 1.13 
Earnings  – diluted$1.31 1.22 1.23 1.21 1.12 1.08 
Earnings - diluted, excluding the adjustments noted below$1.42 1.24 1.25 1.21 1.15 1.13 
Common dividends per share$0.16 0.16 0.16 0.14 0.14 0.14 
Book value per common share at quarter end (9)
$54.29 52.63 51.18 50.05 49.15 48.16 
Tangible book value per common share at quarter end (9)
$30.26 28.61 27.27 26.21 25.28 24.24 
Revenue per diluted share$3.39 3.09 3.19 3.11 2.97 2.83 
Revenue per diluted share, excluding the adjustments noted below$3.47 3.12 3.22 3.11 2.97 2.83 
Noninterest expense per diluted share$1.67 1.48 1.54 1.47 1.43 1.40 
Noninterest expense per diluted share, excluding the adjustments noted below$1.59 1.48 1.53 1.47 1.38 1.34 
Investor information:
Closing sales price on last trading day of quarter$57.48 54.70 46.10 60.15 61.35 64.20 
High closing sales price during quarter$59.23 59.55 61.04 66.20 68.10 69.45 
Low closing sales price during quarter$52.95 46.35 44.03 60.05 61.35 60.20 
Other information:
Gains on residential mortgage loans sold:
Residential mortgage loan sales:
Gross loans sold291,813 193,830 236,861 278,073 264,934 237,667 
Gross fees (10)
8,485 5,695 6,184 7,756 7,134 6,036 
Gross fees as a percentage of loans originated2.91 %2.94 %2.61 %2.79 %2.69 %2.54 %
Net gain on residential mortgage loans sold6,011 4,878 3,141 3,902 3,777 3,744 
Investment gains (losses) on sales of securities, net (15)
(4,466)(1,960)(2,295)11 — 30 
Brokerage account assets, at quarter end (11)
4,287,985 4,122,980 3,763,911 3,998,774 3,745,635 3,508,669 
Trust account managed assets, at quarter end2,425,791 2,263,095 2,055,861 2,074,027 1,920,226 1,844,871 
Core deposits (12)
16,503,686 16,340,763 16,489,173 16,076,859 15,400,142 14,750,211 
Core deposits to total funding (12)
74.9 %77.1 %79.0 %78.3 %76.9 %77.3 %
Risk-weighted assets22,706,512 22,001,959 21,137,263 20,705,547 20,151,827 19,286,101 
Number of offices 114 114 114 115 115 114 
Total core deposits per office144,769 143,340 144,642 139,799 133,914 129,388 
Total assets per full-time equivalent employee11,241 10,997 10,897 10,917 10,911 10,677 
Annualized revenues per full-time equivalent employee441.0 415.9 427.5 424.9 419.9 412.8 
Annualized expenses per full-time equivalent employee216.9 199.0 206.2 201.0 202.3 205.0 
Number of employees (full-time equivalent)2,361.0 2,324.0 2,297.0 2,249.5 2,198.5 2,148.0 
Associate retention rate (13)
93.0 %92.8 %92.3 %91.1 %89.6 %89.9 %
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
Three Months Ended
Six Months Ended
(dollars in thousands, except per share data)
June 30,
March 31,
June 30,
June 30,
June 30,
20192019201820192018
Net interest income188,918 187,246 182,236 376,164 356,707 
Noninterest income70,682 51,063 47,939 121,745 92,122 
 Total revenues259,600 238,309 230,175 497,909 448,829 
Less: Investment (gains) losses on sales of securities, net4,466 1,960 — 6,426 (30)
             Loss on sale of non-prime automobile portfolio1,536 — — 1,536 — 
Total revenues excluding the impact of adjustments noted above265,602 240,269 230,175 505,871 448,799 
Noninterest expense127,686 114,051 110,908 241,737 219,488 
Less: Other real estate (ORE) expense2,523 246 819 2,769 25 
Merger-related charges — — 2,906 — 8,259 
Branch consolidation 3,189 — — 3,189 — 
Noninterest expense excluding the impact of adjustments noted above121,974 113,805 107,183 235,779 211,204 
Adjusted pre-tax pre-provision income(14)
143,628 126,464 122,992 270,092 237,595 
Efficiency ratio (4)
49.19 %47.86 %48.18 %48.55 %48.90 %
Adjustments as noted above(3.27)%(0.49)%(1.61)%(1.94)%(1.84)%
Efficiency ratio (excluding adjustments noted above)45.92 %47.37 %46.57 %46.61 %47.06 %
Total average assets25,915,971 25,049,954 23,236,945 25,485,355 22,723,624 
Noninterest income to average assets1.09 %0.83 %0.83 %0.96 %0.82 %
Adjustments as noted above0.10 %0.03 %— %0.07 %%
Noninterest income (excluding adjustments noted above) to average assets1.19 %0.86 %0.83 %1.03 %0.82 %
Noninterest expense to average assets1.98 %1.85 %1.91 %1.91 %1.95 %
Adjustments as noted above(0.09)%(0.01)%(0.06)%(0.04)%(0.08)%
Noninterest expense (excluding adjustments noted above) to average assets
1.89 %1.84 %1.85 %1.87 %1.87 %
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)June 30,March 31,June 30,June 30,June 30,
20192019201820192018
Net income100,321 93,960 86,865 194,281 170,375 
Merger-related charges— — 2,906 — 8,259 
Investment (gains) losses on sales of securities, net4,466 1,960 — 6,426 (30)
Sale of non-prime automobile portfolio1,536 — — 1,536 — 
ORE expense2,523 246 819 2,769 25 
Branch rationalization3,189 — — 3,189 — 
Tax effect on adjustments noted above (18)
(3,062)(577)(974)(3,639)(2,158)
Net income excluding adjustments noted above 108,973 95,589 89,616 204,562 176,471 
Basic earnings per share1.31 1.22 1.13 2.54 2.21 
Adjustment due to merger-related charges— — 0.04 — 0.11 
Adjustment due to investment (gains) losses on sales of securities, net0.06 0.03 — 0.08 
Adjustment due to sale of non-prime automobile portfolio0.02 — — 0.02 — 
Adjustment due to ORE expense0.04 — 0.01 0.04 — 
Adjustment due to branch consolidation 0.04 — — 0.04 — 
Adjustment due to tax effect on adjustments noted above (18)(0.04)(0.01)(0.01)(0.05)(0.03)
Basic earnings per share excluding adjustments noted above1.43 1.24 1.17 2.67 2.29 
Diluted earnings per share1.31 1.22 1.12 2.53 2.20 
Adjustment due to merger-related charges— — 0.04 — 0.11 
Adjustment due to investment (gains) losses on sales of securities, net0.06 0.03 — 0.08 
Adjustment due to sale of non-prime automobile portfolio0.02 — — 0.02 — 
Adjustment due to ORE expense0.03 — 0.01 0.04 — 
Adjustment due to branch consolidation 0.04 — — 0.04 — 
Adjustment due to tax effect on adjustments noted above (18)
(0.04)(0.01)(0.01)(0.05)(0.03)
Diluted earnings per share excluding the adjustments noted above1.42 1.24 1.16 2.66 2.28 
Noninterest expense per diluted share 1.67 1.48 1.43 3.14 2.84 
Adjustments as noted above(0.08)(0.05)(0.07)(0.11)
Noninterest expense (excluding adjustments noted above) per diluted share 1.59 1.48 1.38 3.07 2.73 
Revenue per diluted share 3.39 3.09 2.97 6.48 5.80 
Adjustments as noted above0.08 0.03 — 0.10 
Revenue per diluted share (excluding adjustments noted above) per diluted share 3.47 3.12 2.97 6.58 5.80