PNFP Reports 3Q23 Diluted EPS of $1.69, Diluted EPS of $1.79 Excluding Investment Losses

In this article:

3Q23 annualized linked-quarter, end-of-period loans and core deposits grew 10.1%

NASHVILLE, Tenn., October 17, 2023--(BUSINESS WIRE)--Pinnacle Financial Partners, Inc. (Nasdaq/NGS: PNFP) reported net income per diluted common share of $1.69 for the quarter ended Sept. 30, 2023, compared to net income per diluted common share of $1.91 for the quarter ended Sept. 30, 2022, a decrease of 11.5 percent. Net income per diluted common share was $5.99 for the nine months ended Sept. 30, 2023, compared to $5.42 for the nine months ended Sept. 30, 2022, an increase of approximately 10.5 percent.

Three Months Ended

Nine Months Ended

September 30,

2023

June 30,

2023

September 30,

2022

September 30,

2023

September 30,

2022

Diluted earnings per common share

$

1.69

$

2.54

$

1.91

$

5.99

$

5.42

Adjustments:

Investment losses on sales of securities, net

0.13

0.13

0.26

Gain on sale of fixed assets as a result of sale-leaseback transaction

(1.13

)

(1.13

)

Tax effect of above noted adjustments

(0.03

)

0.25

0.22

Diluted earnings per common share after adjustments

$

1.79

$

1.79

$

1.91

$

5.34

$

5.42

After considering the adjustments noted in the table above for the three months ended Sept. 30, 2023 and 2022, net income per diluted common share was $1.79, compared to $1.91 for the three months ended Sept. 30, 2022. Net income per diluted common share adjusted for the items noted in the table above was $5.34 for the nine months ended Sept. 30, 2023, compared to $5.42 for the nine months ended Sept. 30, 2022.

"Despite a volatile economic backdrop, our firm continues to benefit from our unmatched ability to attract talent and create raving clients that refuse to leave us," said M. Terry Turner, Pinnacle's president and chief executive officer. "We continued to deliver outsized growth to our already strong client deposit base, with our core deposits increasing by 10.1 percent annualized this quarter. The 2023 FDIC summary of deposits reflects significant market share growth over 2022 in all our major markets, validating both the exportability of our model and the sustainability of our outsized growth by taking market share from our larger, more vulnerable competitors.

"Additionally, during the quarter we continued to avoid certain asset classes and reduced our exposure in loan segments with elevated risks and expect that to continue for the next few quarters. Against that backdrop, we are also pleased that overall loan growth during the third quarter of 2023 was $790 million, or 10.1 percent linked-quarter annualized.

"We also added 29 revenue producers during the third quarter. Going forward, I have asked our line leadership to accelerate their efforts to recruit the best relationship bankers in our markets in order to seize on the vulnerabilities that exist at many of our larger competitors. It is this ability to attract market-leading revenue producers that enables us to continue compounding earnings and growing tangible book value more reliably than peers, even in a very challenging operating environment. Historically, our operating leverage has compared favorably to our peers; however, given the outsized number of non-revenue support hires we have invested in over the last few years, I would now expect our focus on recruiting more revenue producers to yield an even stronger operating leverage advantage for us as we move into 2024."

BALANCE SHEET GROWTH AND LIQUIDITY:

Total assets at Sept. 30, 2023 were $47.5 billion, an increase of approximately $6.5 billion from Sept. 30, 2022 and $647.8 million from June 30, 2023, reflecting a year-over-year increase of 15.9 percent and a linked-quarter annualized increase of 5.5 percent, respectively. A further analysis of select balance sheet trends follows:

Balances at

Linked-

Quarter

Annualized

% Change

Balances at

Year-over-Year

% Change

(dollars in thousands)

Sept. 30, 2023

June 30, 2023

Sept. 30, 2022

Loans

$

31,943,284

$

31,153,290

10.1

%

$

27,711,694

15.3

%

Securities

6,882,276

6,623,457

15.6

%

6,481,018

6.2

%

Other interest-earning assets

3,512,452

4,001,844

(48.9

)%

2,225,435

57.8

%

Total interest-earning assets

$

42,338,012

$

41,778,591

5.4

%

$

36,418,147

16.3

%

Core deposits:

Noninterest-bearing deposits

$

8,324,325

$

8,436,799

(5.3

)%

$

10,567,873

(21.2

)%

Interest-bearing core deposits(1)

25,282,458

24,343,968

15.4

%

20,180,944

25.3

%

Noncore deposits and other funding(2)

7,420,341

7,731,082

(16.1

)%

4,444,868

66.9

%

Total funding

$

41,027,124

$

40,511,849

5.1

%

$

35,193,685

16.6

%

(1):

Interest-bearing core deposits are interest-bearing deposits, money market accounts, time deposits less than $250,000 including reciprocating time and money market deposits.

(2):

Noncore deposits and other funding consists of time deposits greater than $250,000, securities sold under agreements to repurchase, public funds, brokered deposits, FHLB advances and subordinated debt.

  • Approximately 54 percent of third quarter 2023 loan growth was related to commercial and industrial and owner-occupied commercial real estate categories, two segments the firm intends to continue to emphasize for the remainder of 2023 and 2024.

  • During the quarter ended Sept. 30, 2023, the firm acquired $583.6 million in floating rate US treasuries offset by the sale of $129.7 million in other investment securities, premium amortization and market value adjustments.

  • On-balance sheet liquidity, defined as cash and cash equivalents plus unpledged securities, remained strong, totaling $7.4 billion as of Sept. 30, 2023, representing a $381 million decrease from the on-balance sheet liquidity level of $7.8 billion as of June 30, 2023.

"As we entered the third quarter, we expected three important deposit related trends to materialize for our firm," Turner said. "First, we believed that we would continue to grow our core deposit base more rapidly than peers. Our core deposits increased by 10.1 percent linked-quarter annualized in the third quarter, which we believe is exceptional in this environment. Second, we also believed the rate of decrease in noninterest bearing deposits should begin to subside, which it has. Demand deposit contraction in the third quarter was only $112.5 million, compared to $581.6 million and $794.3 million in the second and first quarters of 2023, respectively. And third, we expected the rate of increase in our overall deposit costs would lessen, which it did, having increased by 40 basis points in the third quarter, compared to 49 basis points and 63 basis points in the second and first quarters, respectively. We are pleased to see these three critical trends improve during the third quarter and are optimistic about continued improvement as we enter the fourth quarter of 2023."

PRE-TAX, PRE-PROVISION NET REVENUE (PPNR) GROWTH:

Pre-tax, pre-provision net revenues (PPNR) for the three and nine months ended Sept. 30, 2023 were $194.8 million and $662.4 million, respectively, a decrease of 7.8 percent and an increase of 17.1 percent, respectively, from the $211.3 million and $565.7 million, respectively, recognized in the three and nine months ended Sept. 30, 2022.

Three months ended

Nine months ended

Sept. 30,

Sept. 30,

(dollars in thousands)

2023

2022

% change

2023

2022

% change

Revenues:

Net interest income

$

317,242

$

305,784

3.7

%

$

944,866

$

809,833

16.7

%

Noninterest income

90,797

104,805

(13.4

)%

354,165

333,803

6.1

%

Total revenues

408,039

410,589

(0.6

)%

1,299,031

1,143,636

13.6

%

Noninterest expense

213,233

199,253

7.0

%

636,601

577,952

10.1

%

Pre-tax, pre-provision net revenue (PPNR)

194,806

211,336

(7.8

)%

662,430

565,684

17.1

%

Adjustments:

Investment losses (gains) on sales of securities, net

9,727

(217

)

NM

19,688

(156

)

NM

Gain on the sale of fixed assets as a result of sale leaseback

NM

(85,692

)

NM

ORE expense (benefit)

33

(90

)

NM

190

101

88.1

%

Adjusted PPNR

$

204,566

$

211,029

(3.1

)%

$

596,616

$

565,629

5.5

%

  • Revenue per fully diluted common share was $5.35 for the third quarter of 2023, compared to $6.43 for the second quarter of 2023 and $5.40 for the third quarter of 2022, a decline of 0.9 percent year-over-year. Excluding net losses on sales of investment securities and ORE expense, revenue per fully diluted share for the third quarter of 2023 was $5.49.

  • Net interest income for the quarter ended Sept. 30, 2023 was $317.2 million, compared to $315.4 million for the second quarter of 2023 and $305.8 million for the third quarter of 2022, a year-over-year growth rate of 3.7 percent.

  • Noninterest income for the quarter ended Sept. 30, 2023 was $90.8 million, compared to $173.8 million for the second quarter of 2023 and $104.8 million for the third quarter of 2022, a year-over-year decrease of 13.4 percent.

    • Gain on the sale of fixed assets was $87,000 for the quarter ended Sept. 30, 2023, compared to $85.7 million and $227,000, respectively, for the quarters ended June 30, 2023 and Sept. 30, 2022. The quarter ended June 30, 2023 included a gain on the sale of fixed assets as a result of the sale-leaseback transaction completed in the second quarter of 2023 of $85.7 million.

    • Net losses on the sale of investment securities were $9.7 million for the quarter ended Sept. 30, 2023, compared to $10.0 million in net losses for the quarter ended June 30, 2023 and $217,000 in net gains for the quarter ended Sept. 30, 2022.

    • Wealth management revenues, which include investment, trust and insurance services, were $22.8 million for the third quarter of 2023, compared to $24.1 million for the second quarter of 2023 and $19.4 million for the third quarter of 2022, a year-over-year increase of 17.3 percent.

    • During the third quarter of 2023, mortgage loans sold resulted in a $2.0 million net gain, compared to $1.6 million in the second quarter of 2023 and $1.1 million in the third quarter of 2022.

    • Income from the firm's investment in BHG was $25.0 million for the third quarter 2023, compared to $26.9 million for the second quarter of 2023 and $41.3 million for the third quarter of 2022, a year-over-year decline of 39.6 percent. The firm estimated that BHG's overall impact to Pinnacle's earnings for the first nine months of 2023 amounted to $0.52, down from $1.09 for the comparable period in 2022, in each case, after considering reasonable funding costs to support the investment. BHG's impact on Pinnacle's earnings declined from 20.2 percent of Pinnacle's 2022 total diluted earnings per common share to 8.6 percent of Pinnacle's 2023 total diluted earnings per share.

      • BHG's loan originations decreased to $1.0 billion in the third quarter 2023 compared to $1.1 billion in the second quarter of 2023 and $1.2 billion in the third quarter of 2022.

      • Loans sold to BHG's community bank partners were approximately $435 million in the third quarter 2023 compared to approximately $523 million in the second quarter of 2023 and $555 million in the third quarter of 2022. BHG also sold $564 million in loans to private investors during the third quarter of 2022 compared to $557 million in the second quarter of 2023 and $452 million in the third quarter of 2022.

      • BHG increased its reserves for on-balance sheet loan losses to $213.5 million, or 6.44 percent of loans held for investment at Sept. 30, 2023, compared to 5.99 percent at June 30, 2023. BHG decreased its accrual for losses attributable to loan substitutions and prepayments for loans previously sold through its community bank auction platform to $350.3 million, or 5.46 percent of the loans that have been previously sold and were unpaid, at Sept. 30, 2023 compared to 5.87 percent at June 30, 2023.

  • Noninterest expense for the quarter ended Sept. 30, 2023 was $213.2 million, compared to $211.6 million in the second quarter of 2023 and $199.3 million in the third quarter of 2022, reflecting a year-over-year increase of 7.0 percent.

    • Salaries and employee benefits were $130.3 million in the third quarter of 2023, compared to $132.4 million in the second quarter of 2023 and $129.9 million in the third quarter of 2022, reflecting a slight year-over-year increase. The reduction in salaries and employee benefits expense on a linked-quarter basis was primarily due to the year-over-year decrease in the costs related to the firm's annual cash and equity incentive plans. Offsetting this decrease in part was the impact of an increase in full-time equivalent associates, to 3,329.5 at Sept. 30, 2023 from 3,184.5 at Sept. 30, 2022, a year-over-year increase of 4.6 percent.

    • Equipment and occupancy costs were $36.9 million in the third quarter of 2023, compared to $33.7 million in the second quarter of 2023 and $27.9 million in the third quarter of 2022, reflecting a year-over-year increase of 32.3 percent. Contributing to the year-over-year increase is the impact of the sale leaseback transaction completed in the second quarter of 2023.

    • Noninterest expense categories, other than those specifically noted above, were $46.0 million in the third quarter of 2023, compared to $45.5 million in the second quarter of 2023 and $41.5 million in the third quarter of 2022, reflecting a year-over-year increase of 10.9 percent.

"To grow net interest income in this environment on a linked-quarter basis is a great achievement," said Harold R. Carpenter, Pinnacle's chief financial officer. "The net reduction in fee income in the third quarter of 2023 compared to the second quarter was largely attributable to the $85.7 million gain on sale of fixed assets recognized in connection with a sale-leaseback transaction during the prior quarter.

"BHG had a stronger quarter than we originally anticipated. Even though their pipelines remain strong and credit costs improved during the quarter, our 2023 outlook for BHG remains essentially unchanged at this time. Thus, we believe BHG's fourth quarter results will not be as strong as the last two quarters. Excluding the impact of BHG, the sale-leaseback transaction in the second quarter and the bond losses experienced in the second and third quarters, third quarter fee income increased slightly over the second quarter."

SOUNDNESS AND PROFITABILITY:

Three months ended

Nine months ended

September 30,

2023

June 30,

2023

September 30,

2022

September 30,

2023

September 30,

2022

Net interest margin

3.06

%

3.20

%

3.47

%

3.22

%

3.18

%

Efficiency ratio

52.26

%

43.26

%

48.53

%

49.01

%

50.54

%

Return on average assets

1.08

%

1.71

%

1.42

%

1.35

%

1.40

%

Return on average tangible common equity (TCE)

13.43

%

21.06

%

17.40

%

16.62

%

16.89

%

As of

September 30,

2023

June 30,

2023

September 30,

2022

Shareholders' equity to total assets

12.3

%

12.5

%

13.0

%

Average loan to deposit ratio

82.80

%

84.94

%

81.61

%

Uninsured/uncollateralized deposits to total deposits

28.89

%

28.31

%

39.71

%

Tangible common equity to tangible assets

8.2

%

8.3

%

8.3

%

Book value per common share

$

73.23

$

73.32

$

67.07

Tangible book value per common share

$

48.78

$

48.85

$

42.44

Annualized net loan charge-offs to avg. loans (1)

0.23

%

0.13

%

0.16

%

Nonperforming assets to total loans, ORE and other nonperforming assets (NPAs)

0.14

%

0.15

%

0.15

%

Classified asset ratio (Pinnacle Bank) (2)

4.60

%

3.30

%

2.60

%

Allowance for credit losses (ACL) to total loans

1.08

%

1.08

%

1.04

%

(1):

Annualized net loan charge-offs to average loans ratios are computed by annualizing quarterly net loan charge-offs and dividing the result by average loans for the quarter.

(2):

Classified assets as a percentage of Tier 1 capital plus allowance for credit losses.

  • Net interest margin was 3.06 percent for the third quarter of 2023, compared to 3.20 percent for the second quarter of 2023 and 3.47 percent for the third quarter of 2022. Net interest margin increased to 3.22 percent for the nine months ended Sept. 30, 2023, compared to 3.18 percent for the nine months ended Sept. 30, 2022.

  • Provision for credit losses was $26.8 million in the third quarter of 2023, compared to $31.7 million in the second quarter of 2023 and $27.5 million in the third quarter of 2022. Net charge-offs were $18.1 million for the quarter ended Sept. 30, 2023, compared to $9.8 million for the quarter ended June 30, 2023 and $11.0 million for the quarter ended Sept. 30, 2022. Annualized net charge-offs for the third quarter of 2023 were 0.23 percent.

  • Nonperforming assets were $46.0 million at Sept. 30, 2023, compared to $47.4 million at June 30, 2023 and $41.9 million at Sept. 30, 2022, up 9.7 percent over the same quarter last year. The ratio of the allowance for credit losses to nonperforming loans at Sept. 30, 2023 was 806.0 percent, compared to 762.0 percent at June 30, 2023 and 844.5 percent at Sept. 30, 2022.

  • Classified assets were $218.9 million at Sept. 30, 2023, compared to $153.9 million at June 30, 2023 and $107.9 at Sept. 30, 2022, up more than 100 percent over the same quarter last year.

"Although our net interest margin declined on a linked-quarter basis by approximately 14 basis points, we are pleased that the size of the decline was lower than what we experienced over the last several quarters," Carpenter said. "Increased deposit pricing and the continued reduction in our noninterest-bearing deposit account balances were again the primary contributors to our decreased net interest margin.

"Our investment securities portfolio, including both the held-to-maturity and available-for-sale portfolios, continues to perform well for us. Approximately 35 percent of our available-for-sale securities portfolio is effectively indexed to floating rates, which we consider to be a meaningful advantage. Despite this advantage, the impact of increased market interest rates on investment securities caused our accumulated other comprehensive loss to increase by $127 million this quarter, contributing to a slight decline in our tangible book value per share from $48.85 at June 30, 2023 to $48.78 at Sept. 30, 2023.

"Lastly, net charge-offs increased this quarter primarily due to a single loan acquired through our syndication platform. At June 30, 2023, we had placed this loan on nonperforming status and allocated approximately 50 percent of the loan to our allowance for credit losses. We were notified during the third quarter by the lead syndication bank that the borrower filed for bankruptcy protection, which prompted us to charge off substantially all of this loan, or $9.5 million, during the third quarter.

"Nevertheless, our asset quality metrics such as past due loans, classified assets and nonperforming loans continue to perform at historically low levels. Our strong credit culture, as well as operating in some of the best markets in the U.S., enable our portfolio to continue performing at peer-leading levels of classified and nonperforming loans."

BOARD OF DIRECTORS DECLARES DIVIDENDS

On Oct. 17, 2023, Pinnacle Financial's Board of Directors approved a quarterly cash dividend of $0.22 per common share to be paid on Nov. 24, 2023 to common shareholders of record as of the close of business on Nov. 3, 2023. Additionally, the Board of Directors approved a quarterly cash dividend of approximately $3.8 million, or $16.88 per share (or $0.422 per depositary share), on Pinnacle Financial's 6.75 percent Series B Non-Cumulative Perpetual Preferred Stock payable on Dec. 1, 2023 to shareholders of record at the close of business on Nov. 16, 2023. The amount and timing of any future dividend payments to both preferred and common shareholders will be subject to the approval of Pinnacle's Board of Directors.

WEBCAST AND CONFERENCE CALL INFORMATION

Pinnacle will host a webcast and conference call at 8:30 a.m. CDT on Oct. 18, 2023, to discuss third quarter 2023 results and other matters. To access the call for audio only, please call 1-877-209-7255. For the presentation and streaming audio, please access the webcast on the investor relations page of Pinnacle's website at www.pnfp.com.

For those unable to participate in the webcast, it will be archived on the investor relations page of Pinnacle's website at www.pnfp.com for 90 days following the presentation.

Pinnacle Financial Partners provides a full range of banking, investment, trust, mortgage and insurance products and services designed for businesses and their owners and individuals interested in a comprehensive relationship with their financial institution. The firm is the No. 1 bank in the Nashville-Murfreesboro-Franklin MSA according to 2023 deposit data from the FDIC, is listed by Forbes among the top 25 banks in the nation and earned a spot on the 2022 list of 100 Best Companies to Work For® in the U.S., its sixth consecutive appearance. Pinnacle was also listed in Fortune magazine as the second best company to work for in the U.S. for women. American Banker recognized Pinnacle as one of America’s Best Banks to Work For nine years in a row and No. 1 among banks with more than $11 billion in assets in 2021.

Pinnacle owns a 49 percent interest in Bankers Healthcare Group (BHG), which provides innovative, hassle-free financial solutions to healthcare practitioners and other professionals. Great Place to Work and FORTUNE ranked BHG No. 4 on its 2021 list of Best Workplaces in New York State in the small/medium business category.

The firm began operations in a single location in downtown Nashville, TN in October 2000 and has since grown to approximately $47.5 billion in assets as of Sept. 30, 2023. As the second-largest bank holding company in Tennessee, Pinnacle operates in 17 primarily urban markets and their surrounding communities.

Additional information concerning Pinnacle, which is included in the Nasdaq Financial-100 Index, can be accessed at www.pnfp.com.

Forward-Looking Statements

All statements, other than statements of historical fact, included in this press release, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The words "expect," "anticipate," "intend," "may," "should," "plan," "believe," "seek," "estimate" and similar expressions are intended to identify such forward-looking statements, but other statements not based on historical information may also be considered forward-looking statements. These forward-looking statements are subject to known and unknown risks, uncertainties and other factors that could cause the actual results to differ materially from the statements, including, but not limited to: (i) deterioration in the financial condition of borrowers of Pinnacle Bank and its subsidiaries or BHG, including as a result of the negative impact of inflationary pressures on our and BHG's customers and their businesses, resulting in significant increases in loan losses and provisions for those losses and, in the case of BHG, substitutions; (ii) fluctuations or differences in interest rates on loans or deposits from those that Pinnacle Financial is modeling or anticipating, including as a result of Pinnacle Bank's inability to better match deposit rates with the changes in the short-term rate environment, or that affect the yield curve; (iii) the sale of investment securities in a loss position before their value recovers, including as a result of asset liability management strategies or in response to liquidity needs; (iv) adverse conditions in the national or local economies including in Pinnacle Financial's markets throughout Tennessee, North Carolina, South Carolina, Georgia, Alabama, Virginia and Kentucky, particularly in commercial and residential real estate markets; (v) the inability of Pinnacle Financial, or entities in which it has significant investments, like BHG, to maintain the long-term historical growth rate of its, or such entities', loan portfolio; (vi) the ability to grow and retain low-cost core deposits and retain large, uninsured deposits, including during times when Pinnacle Bank is seeking to limit the rates it pays on deposits or uncertainty exists in the financial services sector; (vii) changes in loan underwriting, credit review or loss reserve policies associated with economic conditions, examination conclusions, or regulatory developments; (viii) effectiveness of Pinnacle Financial's asset management activities in improving, resolving or liquidating lower-quality assets; (ix) the impact of competition with other financial institutions, including pricing pressures and the resulting impact on Pinnacle Financial’s results, including as a result of the negative impact to net interest margin from rising deposit and other funding costs; (x) the results of regulatory examinations; (xi) BHG's ability to profitably grow its business and successfully execute on its business plans; (xii) risks of expansion into new geographic or product markets; (xiii) any matter that would cause Pinnacle Financial to conclude that there was impairment of any asset, including goodwill or other intangible assets; (xiv) the ineffectiveness of Pinnacle Bank's hedging strategies, or the unexpected counterparty failure or hedge failure of the underlying hedges; (xv) 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; (xvi) 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, required capital maintenance levels or regulatory requests or directives, particularly if Pinnacle Bank's level of applicable commercial real estate loans were to exceed percentage levels of total capital in guidelines recommended by its regulators; (xviii) approval of the declaration of any dividend by Pinnacle Financial's board of directors; (xix) the vulnerability of Pinnacle Bank's network and online banking portals, and the systems of parties with whom Pinnacle Bank contracts, to unauthorized access, computer viruses, phishing schemes, spam attacks, human error, natural disasters, power loss and other security breaches; (xx) 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; (xi) Pinnacle Financial's ability to identify potential candidates for, consummate, and achieve synergies from, potential future acquisitions; (xii) difficulties and delays in integrating acquired businesses or fully realizing costs savings and other benefits from acquisitions; (xxiii) the risks associated with Pinnacle Bank being a minority investor in BHG, including the risk that the owners of a majority of the equity interests in BHG decide to sell the company or all or a portion of their ownership interests in BHG (triggering a similar sale by Pinnacle Bank); (xxiv) changes in state and federal legislation, regulations or policies applicable to banks and other financial service providers, like BHG, including regulatory or legislative developments; (xxv) fluctuations in the valuations of Pinnacle Financial's equity investments and the ultimate success of such investments; (xxvi) the availability of and access to capital; (xxvii) adverse results (including costs, fines, reputational harm, inability to obtain necessary approvals and/or other negative effects) from current or future litigation, regulatory examinations or other legal and/or regulatory actions; and (xxviii) general competitive, economic, political and market conditions. Additional factors which could affect the forward looking statements can be found in Pinnacle Financial's Annual Report on Form 10-K for the year ended December 31, 2022, and subsequently filed Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC and available on the SEC's website at http://www.sec.gov. Pinnacle Financial disclaims any obligation to update or revise any forward-looking statements contained in this press release, which speak only as of the date hereof, whether as a result of new information, future events or otherwise.

Non-GAAP Financial Matters

This release contains certain non-GAAP financial measures, including, without limitation, total revenues, net income to common shareholders, earnings per diluted common share, revenue per diluted common share, PPNR, efficiency ratio, noninterest expense, noninterest income and the ratio of noninterest expense to average assets, excluding in certain instances the impact of expenses related to other real estate owned, gains or losses on sale of investment securities, gains associated with the sale-leaseback transaction completed in the second quarter of 2023 and other matters for the accounting periods presented. This release may also contain certain other non-GAAP capital ratios and performance measures that exclude the impact of goodwill and core deposit intangibles associated with Pinnacle Financial's acquisitions of BNC, Avenue Bank, Magna Bank, CapitalMark Bank & Trust, Mid-America Bancshares, Inc., Cavalry Bancorp, Inc. and other acquisitions which collectively are less material to the non-GAAP measure as well as the impact of Pinnacle Financial's Series B Preferred Stock. The presentation of the non-GAAP financial information is not intended to be considered in isolation or as a substitute for any measure prepared in accordance with GAAP. Because non-GAAP financial measures presented in this release are not measurements determined in accordance with GAAP and are susceptible to varying calculations, these non-GAAP financial measures, as presented, may not be comparable to other similarly titled measures presented by other companies.

Pinnacle Financial believes that these non-GAAP financial measures facilitate making period-to-period comparisons and are meaningful indications of its operating performance. In addition, because intangible assets such as goodwill and the core deposit intangible, and the other items excluded each vary extensively from company to company, Pinnacle Financial believes that the presentation of this information allows investors to more easily compare Pinnacle Financial's results to the results of other companies. Pinnacle Financial's management utilizes this non-GAAP financial information to compare Pinnacle Financial's operating performance for 2023 versus certain periods in 2022 and to internally prepared projections.

PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS – UNAUDITED

(dollars in thousands, except for share and per share data)

September 30,

2023

December 31,

2022

September 30,

2022

ASSETS

Cash and noninterest-bearing due from banks

$

279,652

$

268,649

$

168,010

Restricted cash

17,356

31,447

18,636

Interest-bearing due from banks

2,855,094

877,286

1,616,878

Cash and cash equivalents

3,152,102

1,177,382

1,803,524

Securities purchased with agreement to resell

500,000

513,276

528,999

Securities available-for-sale, at fair value

3,863,697

3,558,870

3,542,601

Securities held-to-maturity (fair value of $2.6 billion, $2.7 billion, and $2.5 billion, net of allowance for credit losses of $1.7 million, $1.6 million, and $1.6 million at Sept. 30, 2023, Dec. 31, 2022, and Sept. 30, 2022, respectively)

3,018,579

3,079,050

2,938,417

Consumer loans held-for-sale

119,489

42,237

45,509

Commercial loans held-for-sale

20,513

21,093

15,413

Loans

31,943,284

29,041,605

27,711,694

Less allowance for credit losses

(346,192

)

(300,665

)

(288,088

)

Loans, net

31,597,092

28,740,940

...

27,423,606

Premises and equipment, net

252,669

327,885

320,273

Equity method investment

480,996

443,185

425,892

Accrued interest receivable

177,390

161,182

110,170

Goodwill

1,846,973

1,846,973

1,846,466

Core deposits and other intangible assets

29,216

34,555

35,666

Other real estate owned

2,555

7,952

7,787

Other assets

2,462,519

2,015,441

1,955,795

Total assets

$

47,523,790

$

41,970,021

$

41,000,118

LIABILITIES AND SHAREHOLDERS' EQUITY

Deposits:

Noninterest-bearing

$

8,324,325

$

9,812,744

$

10,567,873

Interest-bearing

10,852,086

7,884,605

7,549,510

Savings and money market accounts

14,306,359

13,774,534

12,712,809

Time

4,813,039

3,489,355

2,859,857

Total deposits

38,295,809

34,961,238

33,690,049

Securities sold under agreements to repurchase

195,999

194,910

190,554

Federal Home Loan Bank advances

2,110,598

464,436

889,248

Subordinated debt and other borrowings

424,718

424,055

423,834

Accrued interest payable

67,442

19,478

10,202

Other liabilities

591,583

386,512

454,119

Total liabilities

41,686,149

36,450,629

35,658,006

Preferred stock, no par value, 10.0 million shares authorized; 225,000 shares non-cumulative perpetual preferred stock, Series B, liquidation preference $225.0 million, issued and outstanding at Sept. 30, 2023, Dec. 31, 2022, and Sept. 30, 2022, respectively

217,126

217,126

217,126

Common stock, par value $1.00; 180.0 million shares authorized; 76.8 million, 76.5 million and 76.4 million shares issued and outstanding at Sept. 30, 2023, Dec. 31, 2022, and Sept. 30, 2022, respectively

76,753

76,454

76,413

Additional paid-in capital

3,097,702

3,074,867

3,066,527

Retained earnings

2,745,934

2,341,706

2,224,736

Accumulated other comprehensive loss, net of taxes

(299,874

)

(190,761

)

(242,690

)

Total shareholders' equity

5,837,641

5,519,392

5,342,112

Total liabilities and shareholders' equity

$

47,523,790

$

41,970,021

$

41,000,118

This information is preliminary and based on company data available at the time of the presentation.

PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME – UNAUDITED

(dollars in thousands, except for share and per share data)

Three months ended

Nine months ended

September 30,

2023

June 30,

2023

September 30,

2022

September 30,

2023

September 30,

2022

Interest income:

Loans, including fees

$

508,963

$

478,896

$

315,935

$

1,419,761

$

795,164

Securities

Taxable

36,525

31,967

18,204

97,850

41,977

Tax-exempt

24,185

24,603

21,408

72,590

58,752

Federal funds sold and other

57,621

39,773

16,217

118,371

26,864

Total interest income

627,294

575,239

371,764

1,708,572

922,757

Interest expense:

Deposits

280,305

228,668

55,189

685,562

83,620

Securities sold under agreements to repurchase

1,071

783

182

2,449

320

FHLB advances and other borrowings

28,676

30,395

10,609

75,695

28,984

Total interest expense

310,052

259,846

65,980

763,706

112,924

Net interest income

317,242

315,393

305,784

944,866

809,833

Provision for credit losses

26,826

31,689

27,493

77,282

43,120

Net interest income after provision for credit losses

290,416

283,704

278,291

867,584

766,713

Noninterest income:

Service charges on deposit accounts

12,665

12,180

10,906

36,563

33,552

Investment services

13,253

14,174

10,780

39,022

34,676

Insurance sales commissions

2,882

3,252

2,928

10,598

9,518

Gains on mortgage loans sold, net

2,012

1,567

1,117

5,632

7,333

Investment losses (gains) on sales, net

(9,727

)

(9,961

)

217

(19,688

)

156

Trust fees

6,640

6,627

5,706

19,696

17,744

Income from equity method investment

24,967

26,924

41,341

70,970

124,461

Gain on sale of fixed assets

87

85,724

227

85,946

425

Other noninterest income

38,018

33,352

31,583

105,426

105,938

Total noninterest income

90,797

173,839

104,805

354,165

333,803

Noninterest expense:

Salaries and employee benefits

130,344

132,443

129,910

398,495

378,373

Equipment and occupancy

36,900

33,706

27,886

100,959

80,343

Other real estate, net

33

58

(90

)

190

101

Marketing and other business development

5,479

5,664

4,958

17,085

13,494

Postage and supplies

2,621

2,863

2,795

8,303

7,486

Amortization of intangibles

1,765

1,780

1,951

5,339

5,873

Other noninterest expense

36,091

35,127

31,843

106,230

92,282

Total noninterest expense

213,233

211,641

199,253

636,601

577,952

Income before income taxes

167,980

245,902

183,843

585,148

522,564

Income tax expense

35,377

48,603

35,185

117,975

99,669

Net income

132,603

197,299

148,658

467,173

422,895

Preferred stock dividends

(3,798

)

(3,798

)

(3,798

)

(11,394

)

(11,394

)

Net income available to common shareholders

$

128,805

$

193,501

$

144,860

$

455,779

$

411,501

Per share information:

Basic net income per common share

$

1.69

$

2.55

$

1.91

$

6.00

$

5.43

Diluted net income per common share

$

1.69

$

2.54

$

1.91

$

5.99

$

5.42

Weighted average common shares outstanding:

Basic

76,044,182

76,030,081

75,761,930

75,998,965

75,723,129

Diluted

76,201,916

76,090,321

75,979,056

76,102,622

75,945,469

This information is preliminary and based on company data available at the time of the presentation.

PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(Unaudited)

(dollars and shares in thousands)

Preferred

Stock

Amount

Common Stock

Additional

Paid-in Capital

Retained

Earnings

Accumulated Other

Comp. Income

(Loss), net

Total

Shareholders'

Equity

Shares

Amounts

Balance at December 31, 2021

$

217,126

76,143

$

76,143

$

3,045,802

$

1,864,350

$

107,186

$

5,310,607

Exercise of employee common stock options & related tax benefits

14

14

264

278

Preferred dividends paid ($50.64 per share)

(11,394

)

(11,394

)

Common dividends paid ($0.66 per share)

(51,115

)

(51,115

)

Issuance of restricted common shares, net of forfeitures

207

207

(169

)

38

Restricted shares withheld for taxes & related tax benefits

(46

)

(46

)

(4,657

)

(4,703

)

Issuance of common stock pursuant to restricted stock unit (RSU) and performance stock unit (PSU) agreements, net of shares withheld for taxes & related tax benefits

95

95

(5,595

)

(5,500

)

Compensation expense for restricted shares & performance stock units

30,882

30,882

Net income

422,895

422,895

Other comprehensive loss

(349,876

)

(349,876

)

Balance at Sept. 30, 2022

$

217,126

76,413

$

76,413

$

3,066,527

$

2,224,736

$

(242,690

)

$

5,342,112

Balance at December 31, 2022

$

217,126

76,454

$

76,454

$

3,074,867

$

2,341,706

$

(190,761

)

$

5,519,392

Exercise of employee common stock options & related tax benefits

40

40

931

971

Preferred dividends paid ($50.64 per share)

(11,394

)

(11,394

)

Common dividends paid ($0.66 per share)

(51,551

)

(51,551

)

Issuance of restricted common shares, net of forfeitures

219

219

(219

)

Restricted shares withheld for taxes & related tax benefits

(53

)

(53

)

(3,712

)

(3,765

)

Issuance of common stock pursuant to RSU and PSU agreements, net of shares withheld for taxes & related tax benefits

93

93

(3,738

)

(3,645

)

Compensation expense for restricted shares & performance stock units

29,573

29,573

Net income

467,173

467,173

Other comprehensive loss

(109,113

)

(109,113

)

Balance at Sept. 30, 2023

$

217,126

76,753

$

76,753

$

3,097,702

$

2,745,934

$

(299,874

)

$

5,837,641

PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES

SELECTED QUARTERLY FINANCIAL DATA – UNAUDITED

(dollars in thousands)

September

June

March

December

September

June

2023

2023

2023

2022

2022

2022

Balance sheet data, at quarter end:

Commercial and industrial loans

$

11,307,611

10,983,911

10,723,327

10,241,362

9,748,994

9,295,808

Commercial real estate - owner occupied loans

3,944,616

3,845,359

3,686,796

3,587,257

3,426,271

3,243,018

Commercial real estate - investment loans

5,957,426

5,682,652

5,556,484

5,277,454

5,122,127

4,909,598

Commercial real estate - multifamily and other loans

1,490,184

1,488,236

1,331,249

1,265,165

1,042,854

951,998

Consumer real estate - mortgage loans

4,768,780

4,692,673

4,531,285

4,435,046

4,271,913

4,047,051

Construction and land development loans

3,942,143

3,904,774

3,909,024

3,679,498

3,548,970

3,386,866

Consumer and other loans

532,524

555,685

559,706

555,823

550,565

498,757

Total loans

31,943,284

31,153,290

30,297,871

29,041,605

27,711,694

26,333,096

Allowance for credit losses

(346,192

)

(337,459

)

(313,841

)

(300,665

)

(288,088

)

(272,483

)

Securities

6,882,276

6,623,457

6,878,831

6,637,920

6,481,018

6,553,893

Total assets

47,523,790

46,875,982

45,119,587

41,970,021

41,000,118

40,121,292

Noninterest-bearing deposits

8,324,325

8,436,799

9,018,439

9,812,744

10,567,873

11,058,198

Total deposits

38,295,809

37,722,661

36,178,553

34,961,238

33,690,049

32,595,303

Securities sold under agreements to repurchase

195,999

163,774

149,777

194,910

190,554

199,585

FHLB advances

2,110,598

2,200,917

2,166,508

464,436

889,248

1,289,059

Subordinated debt and other borrowings

424,718

424,497

424,276

424,055

423,834

423,614

Total shareholders' equity

5,837,641

5,843,759

5,684,128

5,519,392

5,342,112

5,315,239

Balance sheet data, quarterly averages:

Total loans

$

31,529,854

30,882,205

29,633,640

28,402,197

27,021,031

25,397,389

Securities

6,801,285

6,722,247

6,765,126

6,537,262

6,542,026

6,446,774

Federal funds sold and other

4,292,956

3,350,705

2,100,757

1,828,588

2,600,978

2,837,679

Total earning assets

42,624,095

40,955,157

38,499,523

36,768,047

36,164,035

34,681,842

Total assets

47,266,199

45,411,961

42,983,854

41,324,251

40,464,649

38,780,786

Noninterest-bearing deposits

8,515,733

8,599,781

9,332,317

10,486,233

10,926,069

10,803,439

Total deposits

38,078,665

36,355,859

35,291,775

34,177,281

33,108,415

31,484,100

Securities sold under agreements to repurchase

184,681

162,429

219,082

199,610

215,646

216,846

FHLB advances

2,132,638

2,352,045

1,130,356

701,813

1,010,865

1,095,531

Subordinated debt and other borrowings

426,855

426,712

426,564

427,503

426,267

427,191

Total shareholders' equity

5,898,196

5,782,239

5,605,604

5,433,274

5,403,244

5,316,219

Statement of operations data, for the three months ended:

Interest income

$

627,294

575,239

506,039

451,178

371,764

292,376

Interest expense

310,052

259,846

193,808

131,718

65,980

27,802

Net interest income

317,242

315,393

312,231

319,460

305,784

264,574

Provision for credit losses

26,826

31,689

18,767

24,805

27,493

12,907

Net interest income after provision for credit losses

290,416

283,704

293,464

294,655

278,291

251,667

Noninterest income

90,797

173,839

89,529

82,321

104,805

125,502

Noninterest expense

213,233

211,641

211,727

202,047

199,253

196,038

Income before income taxes

167,980

245,902

171,266

174,929

183,843

181,131

Income tax expense

35,377

48,603

33,995

37,082

35,185

36,004

Net income

132,603

197,299

137,271

137,847

148,658

145,127

Preferred stock dividends

(3,798

)

(3,798

)

(3,798

)

(3,798

)

(3,798

)

(3,798

)

Net income available to common shareholders

$

128,805

193,501

133,473

134,049

144,860

141,329

Profitability and other ratios:

Return on avg. assets (1)

1.08

%

1.71

%

1.26

%

1.29

%

1.42

%

1.46

%

Return on avg. equity (1)

8.66

%

13.42

%

9.66

%

9.79

%

10.64

%

10.66

%

Return on avg. common equity (1)

9.00

%

13.95

%

10.05

%

10.20

%

11.08

%

11.12

%

Return on avg. tangible common equity (1)

13.43

%

21.06

%

15.43

%

15.95

%

17.40

%

17.62

%

Common stock dividend payout ratio (14)

11.35

%

11.04

%

12.07

%

12.26

%

12.34

%

12.63

%

Net interest margin (2)

3.06

%

3.20

%

3.40

%

3.60

%

3.47

%

3.17

%

Noninterest income to total revenue (3)

22.25

%

35.53

%

22.28

%

20.49

%

25.53

%

32.17

%

Noninterest income to avg. assets (1)

0.76

%

1.54

%

0.84

%

0.79

%

1.03

%

1.30

%

Noninterest exp. to avg. assets (1)

1.79

%

1.87

%

2.00

%

1.94

%

1.95

%

2.03

%

Efficiency ratio (4)

52.26

%

43.26

%

52.70

%

50.29

%

48.53

%

50.26

%

Avg. loans to avg. deposits

82.80

%

84.94

%

83.97

%

83.10

%

81.61

%

80.67

%

Securities to total assets

14.48

%

14.13

%

15.25

%

15.82

%

15.81

%

16.34

%

This information is preliminary and based on company data available at the time of the presentation.

PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES

ANALYSIS OF INTEREST INCOME AND EXPENSE, RATES AND YIELDS-UNAUDITED

(dollars in thousands)

Three months ended

Three months ended

September 30, 2023

September 30, 2022

Average

Balances

Interest

Rates/

Yields

Average

Balances

Interest

Rates/

Yields

Interest-earning assets

Loans (1) (2)

$

31,529,854

$

508,963

6.50

%

$

27,021,031

$

315,935

4.73

%

Securities

Taxable

3,542,383

36,525

4.09

%

3,436,460

18,204

2.10

%

Tax-exempt (2)

3,258,902

24,185

3.51

%

3,105,566

21,408

3.28

%

Interest-bearing due from banks

3,553,640

51,109

5.71

%

1,491,338

8,666

2.31

%

Resell agreements

503,153

3,258

2.57

%

920,786

5,616

2.42

%

Federal funds sold

%

%

Other

236,163

3,254

5.47

%

188,854

1,935

4.06

%

Total interest-earning assets

42,624,095

$

627,294

5.95

%

36,164,035

$

371,764

4.20

%

Nonearning assets

Intangible assets

1,877,340

1,883,350

Other nonearning assets

2,764,764

2,417,264

Total assets

$

47,266,199

$

40,464,649

Interest-bearing liabilities

Interest-bearing deposits:

Interest checking

10,414,869

98,974

3.77

%

6,763,990

18,008

1.06

%

Savings and money market

14,131,277

128,453

3.61

%

12,765,435

29,347

0.91

%

Time

5,016,786

52,878

4.18

%

2,652,921

7,834

1.17

%

Total interest-bearing deposits

29,562,932

280,305

3.76

%

22,182,346

55,189

0.99

%

Securities sold under agreements to repurchase

184,681

1,071

2.30

%

215,646

182

0.34

%

Federal Home Loan Bank advances

2,132,638

22,710

4.22

%

1,010,865

5,762

2.26

%

Subordinated debt and other borrowings

426,855

5,966

5.54

%

426,267

4,847

4.51

%

Total interest-bearing liabilities

32,307,106

310,052

3.81

%

23,835,124

65,980

1.10

%

Noninterest-bearing deposits

8,515,733

10,926,069

Total deposits and interest-bearing liabilities

40,822,839

$

310,052

3.01

%

34,761,193

$

65,980

0.75

%

Other liabilities

545,164

300,212

Shareholders' equity

5,898,196

5,403,244

Total liabilities and shareholders' equity

$

47,266,199

$

40,464,649

Net interest income

$

317,242

$

305,784

Net interest spread (3)

2.14

%

3.10

%

Net interest margin (4)

3.06

%

3.47

%

(1) Average balances of nonperforming loans are included in the above amounts.

(2) Yields computed on tax-exempt instruments on a tax equivalent basis and included $12.0 million of taxable equivalent income for the three months ended September 30, 2023 compared to $10.8 million for the three months ended September 30, 2022. The tax-exempt benefit has been reduced by the projected impact of tax-exempt income that will be disallowed pursuant to IRS Regulations as of and for the then current period presented.

(3) Yields realized on interest-bearing assets less the rates paid on interest-bearing liabilities. The net interest spread calculation excludes the impact of demand deposits. Had the impact of demand deposits been included, the net interest spread for the three months ended September 30, 2023 would have been 2.94% compared to a net interest spread of 3.44% for the three months ended September 30, 2022.

(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.

PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES

ANALYSIS OF INTEREST INCOME AND EXPENSE, RATES AND YIELDS-UNAUDITED

(dollars in thousands)

Nine months ended

Nine months ended

September 30, 2023

September 30, 2022

Average

Balances

Interest

Rates/

Yields

Average

Balances

Interest

Rates/

Yields

Interest-earning assets

Loans (1) (2)

$

30,688,846

$

1,419,761

6.27

%

$

25,433,939

$

795,164

4.27

%

Securities

Taxable

3,482,068

97,850

3.76

%

3,400,046

41,977

1.65

%

Tax-exempt (2)

3,280,951

72,590

3.53

%

2,978,901

58,752

3.18

%

Interest-bearing due from banks

2,522,300

100,275

5.32

%

2,050,401

12,580

0.82

%

Resell agreements

508,467

9,960

2.62

%

1,175,119

10,674

1.21

%

Federal funds sold

%

%

Other

225,402

8,136

4.83

%

179,293

3,610

2.69

%

Total interest-earning assets

40,708,034

$

1,708,572

5.72

%

35,217,699

$

922,757

3.61

%

Nonearning assets

Intangible assets

1,879,100

1,876,614

Other nonearning assets

2,649,291

2,206,600

Total assets

$

45,236,425

$

39,300,913

Interest-bearing liabilities

Interest-bearing deposits:

Interest checking

9,199,603

227,263

3.30

%

6,560,068

26,741

0.54

%

Savings and money market

14,063,699

335,997

3.19

%

12,479,841

43,542

0.47

%

Time

4,509,386

122,302

3.63

%

2,272,063

13,337

0.78

%

Total interest-bearing deposits

27,772,688

685,562

3.30

%

21,311,972

83,620

0.52

%

Securities sold under agreements to repurchase

188,605

2,449

1.74

%

204,251

320

0.21

%

Federal Home Loan Bank advances

1,875,351

58,284

4.16

%

998,828

15,467

2.07

%

Subordinated debt and other borrowings

426,711

17,411

5.46

%

431,681

13,517

4.19

%

Total interest-bearing liabilities

30,263,355

763,706

3.37

%

22,946,732

112,924

0.66

%

Noninterest-bearing deposits

8,812,953

10,737,610

Total deposits and interest-bearing liabilities

39,076,308

$

763,706

2.61

%

33,684,342

$

112,924

0.45

%

Other liabilities

396,965

266,018

Shareholders' equity

5,763,152

5,350,553

Total liabilities and shareholders' equity

$

45,236,425

$

39,300,913

Net interest income

$

944,866

$

809,833

Net interest spread (3)

2.35

%

2.95

%

Net interest margin (4)

3.22

%

3.18

%

(1) Average balances of nonperforming loans are included in the above amounts.

(2) Yields computed on tax-exempt instruments on a tax equivalent basis and included $34.1 million of taxable equivalent income for the nine months ended September 30, 2023 compared to $28.8 million for the nine months ended September 30, 2022. 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 nine months ended September 30, 2023 would have been 3.11% compared to a net interest spread of 3.16% for the nine months ended September 30, 2022.

(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.

PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES

SELECTED QUARTERLY FINANCIAL DATA – UNAUDITED

(dollars in thousands)

September

June

March

December

September

June

2023

2023

2023

2022

2022

2022

Asset quality information and ratios:

Nonperforming assets:

Nonaccrual loans

$

42,950

44,289

36,988

38,116

34,115

15,459

ORE and other nonperforming assets (NPAs)

3,019

3,105

7,802

7,952

7,787

8,237

Total nonperforming assets

$

45,969

47,394

44,790

46,068

41,902

23,696

Past due loans over 90 days and still accruing interest

$

4,969

5,257

5,284

4,406

6,757

3,840

Accruing purchase credit deteriorated loans

$

7,010

7,415

7,684

8,060

8,759

9,194

Net loan charge-offs

$

18,093

9,771

7,291

11,729

10,983

877

Allowance for credit losses to nonaccrual loans

806.0

%

762.0

%

848.5

%

788.8

%

844.5

%

1,762.6

%

As a percentage of total loans:

Past due accruing loans over 30 days

0.16

%

0.14

%

0.14

%

0.15

%

0.13

%

0.11

%

Potential problem loans

0.42

%

0.32

%

0.22

%

0.19

%

0.21

%

0.32

%

Allowance for credit losses

1.08

%

1.08

%

1.04

%

1.04

%

1.04

%

1.03

%

Nonperforming assets to total loans, ORE and other NPAs

0.14

%

0.15

%

0.15

%

0.16

%

0.15

%

0.09

%

Classified asset ratio (Pinnacle Bank) (6)

4.6

%

3.3

%

2.7

%

2.4

%

2.6

%

2.9

%

Annualized net loan charge-offs to avg. loans (5)

0.23

%

0.13

%

0.10

%

0.17

%

0.16

%

0.01

%

Interest rates and yields:

Loans

6.50

%

6.30

%

6.00

%

5.54

%

4.73

%

4.07

%

Securities

3.81

%

3.66

%

3.47

%

3.19

%

2.66

%

2.29

%

Total earning assets

5.95

%

5.74

%

5.45

%

5.02

%

4.20

%

3.49

%

Total deposits, including non-interest bearing

2.92

%

2.52

%

2.03

%

1.40

%

0.66

%

0.23

%

Securities sold under agreements to repurchase

2.30

%

1.93

%

1.10

%

0.94

%

0.34

%

0.15

%

FHLB advances

4.22

%

4.20

%

3.94

%

3.04

%

2.26

%

1.92

%

Subordinated debt and other borrowings

5.54

%

5.44

%

5.38

%

4.98

%

4.51

%

4.04

%

Total deposits and interest-bearing liabilities

3.01

%

2.65

%

2.12

%

1.47

%

0.75

%

0.34

%

Capital and other ratios (6):

Pinnacle Financial ratios:

Shareholders' equity to total assets

12.3

%

12.5

%

12.6

%

13.2

%

13.0

%

13.2

%

Common equity Tier one

10.3

%

10.2

%

9.9

%

10.0

%

10.0

%

10.2

%

Tier one risk-based

10.9

%

10.8

%

10.5

%

10.5

%

10.7

%

10.9

%

Total risk-based

12.8

%

12.7

%

12.4

%

12.4

%

12.6

%

12.9

%

Leverage

9.4

%

9.5

%

9.6

%

9.7

%

9.7

%

9.8

%

Tangible common equity to tangible assets

8.2

%

8.3

%

8.3

%

8.5

%

8.3

%

8.4

%

Pinnacle Bank ratios:

Common equity Tier one

11.2

%

11.1

%

10.8

%

10.9

%

11.1

%

11.0

%

Tier one risk-based

11.2

%

11.1

%

10.8

%

10.9

%

11.1

%

11.0

%

Total risk-based

12.0

%

11.9

%

11.6

%

11.6

%

11.8

%

11.7

%

Leverage

9.7

%

9.8

%

9.9

%

10.1

%

10.1

%

9.9

%

Construction and land development loans as a percentage of total capital (17)

83.1

%

84.5

%

88.5

%

85.9

%

85.4

%

87.4

%

Non-owner occupied commercial real estate and multi-family as a percentage of total capital (17)

256.4

%

256.7

%

261.1

%

249.6

%

244.0

%

250.2

%

This information is preliminary and based on company data available at the time of the presentation.

PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES

SELECTED QUARTERLY FINANCIAL DATA – UNAUDITED

(dollars in thousands, except per share data)

September

June

March

December

September

June

2023

2023

2023

2022

2022

2022

Per share data:

Earnings per common share – basic

$

1.69

2.55

1.76

1.77

1.91

1.87

Earnings per common share - basic, excluding non-GAAP adjustments

$

1.79

1.80

1.76

1.77

1.91

1.87

Earnings per common share – diluted

$

1.69

2.54

1.76

1.76

1.91

1.86

Earnings per common share - diluted, excluding non-GAAP adjustments

$

1.79

1.79

1.76

1.76

1.91

1.86

Common dividends per share

$

0.22

0.22

0.22

0.22

0.22

0.22

Book value per common share at quarter end (7)

$

73.23

73.32

71.24

69.35

67.07

66.74

Tangible book value per common share at quarter end (7)

$

48.78

48.85

46.75

44.74

42.44

42.08

Revenue per diluted common share

$

5.35

6.43

5.28

5.27

5.40

5.14

Revenue per diluted common share, excluding non-GAAP adjustments

$

5.48

5.43

5.28

5.27

5.40

5.14

Investor information:

Closing sales price of common stock on last trading day of quarter

$

67.04

56.65

55.16

73.40

81.10

72.31

High closing sales price of common stock during quarter

$

75.95

57.93

82.79

87.81

87.66

91.42

Low closing sales price of common stock during quarter

$

56.41

46.17

52.51

70.74

68.68

68.56

Closing sales price of depositary shares on last trading day of quarter

$

22.70

23.75

24.15

25.35

25.33

25.19

High closing sales price of depositary shares during quarter

$

23.85

24.90

25.71

25.60

26.23

26.44

Low closing sales price of depositary shares during quarter

$

21.54

19.95

20.77

23.11

24.76

24.75

Other information:

Residential mortgage loan sales:

Gross loans sold

$

198,247

192,948

120,146

134,514

181,139

239,736

Gross fees (8)

$

4,350

4,133

2,795

3,149

3,189

6,523

Gross fees as a percentage of loans originated

2.19

%

2.14

%

2.33

%

2.34

%

1.76

%

2.72

%

Net gain (loss) on residential mortgage loans sold

$

2,012

1,567

2,053

(65

)

1,117

2,150

Investment gains (losses) on sales of securities, net (13)

$

(9,727

)

(9,961

)

217

Brokerage account assets, at quarter end (9)

$

9,041,716

9,007,230

8,634,339

8,049,125

7,220,405

6,761,480

Trust account managed assets, at quarter end

$

5,047,128

5,084,592

4,855,951

4,560,752

4,162,639

4,207,406

Core deposits (10)

$

33,606,783

32,780,767

32,054,111

31,301,077

30,748,817

30,011,444

Core deposits to total funding (10)

81.9

%

80.9

%

82.4

%

86.8

%

87.4

%

87.0

%

Risk-weighted assets

$

39,527,086

38,853,588

38,117,659

36,216,901

35,281,315

33,366,074

Number of offices

128

127

126

123

120

119

Total core deposits per office

$

262,553

258,116

254,398

254,480

256,240

252,197

Total assets per full-time equivalent employee

$

14,274

14,166

13,750

12,948

12,875

13,052

Annualized revenues per full-time equivalent employee

$

486.2

593.0

496.5

491.8

511.5

509.0

Annualized expenses per full-time equivalent employee

$

254.1

256.5

261.7

247.3

248.2

255.8

Number of employees (full-time equivalent)

3,329.5

3,309.0

3,281.5

3,241.5

3,184.5

3,074.0

Associate retention rate (11)

93.6

%

94.1

%

93.8

%

93.8

%

93.6

%

93.3

%

This information is preliminary and based on company data available at the time of the presentation.

PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES

RECONCILIATION OF NON-GAAP SELECTED QUARTERLY FINANCIAL DATA – UNAUDITED

Three months ended

Nine months ended

(dollars in thousands, except per share data)

September

June

September

September

September

2023

2023

2022

2023

2022

Net interest income

$

317,242

315,393

305,784

944,866

809,833

Noninterest income

90,797

173,839

104,805

354,165

333,803

Total revenues

408,039

489,232

410,589

1,299,031

1,143,636

Less: Investment losses (gains) on sales of securities, net

9,727

9,961

(217

)

19,688

(156

)

Gain on sale of fixed assets as a result of sale-leaseback transaction

(85,692

)

(85,692

)

Total revenues excluding the impact of adjustments noted above

$

417,766

413,501

410,372

1,233,027

1,143,480

Noninterest expense

$

213,233

211,641

199,253

636,601

577,952

Less: ORE expense (benefit)

33

58

(90

)

190

101

Noninterest expense excluding the impact of adjustments noted above

$

213,200

211,583

199,343

636,411

577,851

Pre-tax income

$

167,980

245,902

183,843

585,148

522,564

Provision for credit losses

26,826

31,689

27,493

77,282

43,120

Pre-tax pre-provision net revenue

194,806

277,591

211,336

662,430

565,684

Less: Adjustments noted above

9,760

(75,673

)

(307

)

(65,814

)

(55

)

Adjusted pre-tax pre-provision net revenue (12)

$

204,566

201,918

211,029

596,616

565,629

Noninterest income

$

90,797

173,839

104,805

354,165

333,803

Less: Adjustments noted above

9,727

(75,731

)

(217

)

(66,004

)

(156

)

Noninterest income excluding the impact of adjustments noted above

$

100,524

98,108

104,588

288,161

333,647

Efficiency ratio (4)

52.26

%

43.26

%

48.53

%

49.01

%

50.54

%

Adjustments noted above

(1.23

)%

7.91

%

0.05

%

2.60

%

(0.01

)%

Efficiency ratio excluding adjustments noted above (4)

51.03

%

51.17

%

48.58

%

51.61

%

50.53

%

Total average assets

$

47,266,199

45,411,961

40,464,649

45,236,425

39,300,913

Noninterest income to average assets (1)

0.76

%

1.54

%

1.03

%

1.05

%

1.14

%

Less: Adjustments noted above

0.08

%

(0.67

)%

%

(0.20

)%

%

Noninterest income (excluding adjustments noted above) to average assets (1)

0.84

%

0.87

%

1.03

%

0.85

%

1.14

%

Noninterest expense to average assets (1)

1.79

%

1.87

%

1.95

%

1.88

%

1.97

%

Adjustments as noted above

%

%

%

%

%

Noninterest expense (excluding adjustments noted above) to average assets (1)

1.79

%

1.87

%

1.95

%

1.88

%

1.97

%

This information is preliminary and based on company data available at the time of the presentation.

PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES

RECONCILIATION OF NON-GAAP SELECTED QUARTERLY FINANCIAL DATA – UNAUDITED

Three months ended

(dollars in thousands, except per share data)

September

June

March

December

September

June

2023

2023

2023

2022

2022

2022

Net income available to common shareholders

$

128,805

193,501

133,473

134,049

144,860

141,329

Investment (gains) losses on sales of securities, net

9,727

9,961

(217

)

Gain on sale of fixed assets as a result of sale-leaseback transaction

(85,692

)

ORE expense (benefit)

33

58

99

179

(90

)

86

Tax effect on adjustments noted above (16)

(2,440

)

18,918

(25

)

(47

)

80

(22

)

Net income available to common shareholders excluding adjustments noted above

$

136,125

136,746

133,547

134,181

144,633

141,393

Basic earnings per common share

$

1.69

2.55

1.76

1.77

1.91

1.87

Adjustment due to investment (gains) losses on sales of securities, net

0.13

0.13

Adjustment due to gain on sale of fixed assets as a result of sale-leaseback transaction

(1.13

)

Adjustment due to ORE expense (benefit)

Adjustment due to tax effect on adjustments noted above (16)

(0.03

)

0.25

Basic earnings per common share excluding adjustments noted above

$

1.79

1.80

1.76

1.77

1.91

1.87

Diluted earnings per common share

$

1.69

2.54

1.76

1.76

1.91

1.86

Adjustment due to investment (gains) losses on sales of securities, net

0.13

0.13

Adjustment due to gain on sale of fixed assets as a result of sale-leaseback transaction

(1.13

)

Adjustment due to ORE expense (benefit)

Adjustment due to tax effect on adjustments noted above (16)

(0.03

)

0.25

Diluted earnings per common share excluding the adjustments noted above

$

1.79

1.79

1.76

1.76

1.91

1.86

Revenue per diluted common share

$

5.35

6.43

5.28

5.27

5.40

5.14

Adjustments due to revenue-impacting items as noted above

0.13

(1.00

)

Revenue per diluted common share excluding adjustments due to revenue-impacting items as noted above

$

5.48

5.43

5.28

5.27

5.40

5.14

Book value per common share at quarter end (7)

$

73.23

73.32

71.24

69.35

67.07

66.74

Adjustment due to goodwill, core deposit and other intangible assets

(24.45

)

(24.47

)

(24.49

)

(24.61

)

(24.63

)

(24.66

)

Tangible book value per common share at quarter end (7)

$

48.78

48.85

46.75

44.74

42.44

42.08

Equity method investment (15)

Fee income from BHG, net of amortization

$

24,967

26,924

19,079

21,005

41,341

49,465

Funding cost to support investment

6,546

6,005

5,768

5,438

4,680

3,887

Pre-tax impact of BHG

18,421

20,919

13,311

15,567

36,661

45,578

Income tax expense at statutory rates (16)

4,605

5,230

3,328

4,069

9,583

11,914

Earnings attributable to BHG

$

13,816

15,689

9,983

11,498

27,078

33,664

Basic earnings per common share attributable to BHG

$

0.18

0.21

0.13

0.15

0.36

0.44

Diluted earnings per common share attributable to BHG

$

0.18

0.21

0.13

0.15

0.36

0.44

This information is preliminary and based on company data available at the time of the presentation.

PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES

RECONCILIATION OF NON-GAAP SELECTED QUARTERLY FINANCIAL DATA – UNAUDITED

Nine months ended

(dollars in thousands, except per share data)

Sept. 30,

2023

2022

Net income available to common shareholders

$

455,779

411,501

Investment losses on sales of securities, net

19,688

(156

)

Gain on sale of fixed assets as a result of sale-leaseback transaction

(85,692

)

ORE expense

190

101

Tax effect on adjustments noted above (16)

16,454

14

Net income available to common shareholders excluding adjustments noted above

$

406,419

411,460

Basic earnings per common share

$

6.00

5.43

Adjustment due to investment losses on sales of securities, net

0.26

Adjustment due to gain on sale of fixed assets as a result of sale-leaseback transaction

(1.13

)

Adjustment due to ORE expense

Adjustment due to tax effect on adjustments noted above (16)

0.22

Basic earnings per common share excluding adjustments noted above

$

5.35

5.43

Diluted earnings per common share

5.99

5.42

Adjustment due to investment losses on sales of securities, net

0.26

Adjustment due to gain on sale of fixed assets as a result of sale-leaseback transaction

(1.13

)

Adjustment due to ORE expense

Adjustment due to tax effect on adjustments noted above (16)

0.22

Diluted earnings per common share excluding the adjustments noted above

$

5.34

5.42

Revenue per diluted common share

$

17.07

15.06

Adjustments due to revenue-impacting items as noted above

(0.87

)

Revenue per diluted common share excluding adjustments due to revenue-impacting items noted above

$

16.20

15.06

Equity method investment (15)

Fee income from BHG, net of amortization

$

70,970

124,461

Funding cost to support investment

18,332

12,102

Pre-tax impact of BHG

52,638

112,359

Income tax expense at statutory rates (16)

13,160

29,371

Earnings attributable to BHG

$

39,478

82,988

Basic earnings per common share attributable to BHG

$

0.52

1.10

Diluted earnings per common share attributable to BHG

$

0.52

1.09

This information is preliminary and based on company data available at the time of the presentation.

PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES

RECONCILIATION OF NON-GAAP SELECTED QUARTERLY FINANCIAL DATA – UNAUDITED

Three months ended

Nine months ended

(dollars in thousands, except per share data)

September

June

September

September

September

2023

2023

2022

2023

2022

Return on average assets (1)

1.08

%

1.71

%

1.42

%

1.35

%

1.40

%

Adjustments as noted above

0.06

%

(0.50

)%

%

(0.15

)%

%

Return on average assets excluding adjustments noted above (1)

1.14

%

1.21

%

1.42

%

1.20

%

1.40

%

Tangible assets:

Total assets

$

47,523,790

46,875,982

41,000,118

$

47,523,790

41,000,118

Less: Goodwill

(1,846,973

)

(1,846,973

)

(1,846,466

)

(1,846,973

)

(1,846,466

)

Core deposit and other intangible assets

(29,216

)

(30,981

)

(35,666

)

(29,216

)

(35,666

)

Net tangible assets

$

45,647,601

44,998,028

39,117,986

$

45,647,601

39,117,986

Tangible common equity:

Total shareholders' equity

$

5,837,641

5,843,759

5,342,112

$

5,837,641

5,342,112

Less: Preferred shareholders' equity

(217,126

)

(217,126

)

(217,126

)

(217,126

)

(217,126

)

Total common shareholders' equity

5,620,515

5,626,633

5,124,986

5,620,515

5,124,986

Less: Goodwill

(1,846,973

)

(1,846,973

)

(1,846,466

)

(1,846,973

)

(1,846,466

)

Core deposit and other intangible assets

(29,216

)

(30,981

)

(35,666

)

(29,216

)

(35,666

)

Net tangible common equity

$

3,744,326

3,748,679

3,242,854

$

3,744,326

3,242,854

Ratio of tangible common equity to tangible assets

8.20

%

8.33

%

8.29

%

8.20

%

8.29

%

Average tangible assets:

Average assets

$

47,266,199

45,411,961

40,464,649

$

45,236,425

39,300,913

Less: Average goodwill

(1,846,973

)

(1,846,973

)

(1,846,466

)

(1,846,973

)

(1,842,777

)

Average core deposit and other intangible assets

(30,367

)

(32,135

)

(36,884

)

(32,127

)

(33,837

)

Net average tangible assets

$

45,388,859

43,532,853

38,581,299

$

43,357,325

37,424,299

Return on average assets (1)

1.08

%

1.71

%

1.42

%

1.35

%

1.40

%

Adjustment due to goodwill, core deposit and other intangible assets

0.05

%

0.07

%

0.07

%

0.06

%

0.07

%

Return on average tangible assets (1)

1.13

%

1.78

%

1.49

%

1.41

%

1.47

%

Adjustments as noted above

0.06

%

(0.52

)%

%

(0.16

)%

%

Return on average tangible assets excluding adjustments noted above (1)

1.19

%

1.26

%

1.49

%

1.25

%

1.47

%

Average tangible common equity:

Average shareholders' equity

$

5,898,196

5,782,239

5,403,244

$

5,763,152

5,350,553

Less: Average preferred equity

(217,126

)

(217,126

)

(217,126

)

(217,126

)

(217,126

)

Average common equity

5,681,070

5,565,113

5,186,118

5,546,026

5,133,427

Less: Average goodwill

(1,846,973

)

(1,846,973

)

(1,846,466

)

(1,846,973

)

(1,842,777

)

Average core deposit and other intangible assets

(30,367

)

(32,135

)

(36,884

)

(32,127

)

(33,837

)

Net average tangible common equity

$

3,803,730

3,686,005

3,302,768

$

3,666,926

3,256,813

Return on average equity (1)

8.66

%

13.42

%

10.64

%

10.57

%

10.28

%

Adjustment due to average preferred shareholders' equity

0.34

%

0.53

%

0.44

%

0.42

%

0.44

%

Return on average common equity (1)

9.00

%

13.95

%

11.08

%

10.99

%

10.72

%

Adjustment due to goodwill, core deposit and other intangible assets

4.43

%

7.11

%

6.32

%

5.63

%

6.17

%

Return on average tangible common equity (1)

13.43

%

21.06

%

17.40

%

16.62

%

16.89

%

Adjustments as noted above

0.77

%

(6.18

)%

(0.03

)%

(1.80

)%

%

Return on average tangible common equity excluding adjustments noted above (1)

14.20

%

14.88

%

17.37

%

14.82

%

16.89

%

This information is preliminary and based on company data available at the time of the presentation.

PINNACLE FINANCIAL PARTNERS, INC. AND SUBSIDIARIES

SELECTED QUARTERLY FINANCIAL DATA – UNAUDITED

1. Ratios are presented on an annualized basis.

2. Net interest margin is the result of net interest income on a tax equivalent basis divided by average interest earning assets.

3. Total revenue is equal to the sum of net interest income and noninterest income.

4. Efficiency ratios are calculated by dividing noninterest expense by the sum of net interest income and noninterest income.

5. Annualized net loan charge-offs to average loans ratios are computed by annualizing quarter-to-date net loan charge-offs and dividing the result by average loans for the quarter-to-date period.

6. Capital ratios are calculated using regulatory reporting regulations enacted for such period and are defined as follows:

Equity to total assets – End of period total shareholders' equity as a percentage of end of period assets.

Tangible common equity to tangible assets - End of period total shareholders' equity less end of period preferred stock, goodwill, core deposit and other intangibles as a percentage of end of period assets less end of period goodwill, core deposit and other intangibles.

Leverage – Tier I capital (pursuant to risk-based capital guidelines) as a percentage of adjusted average assets.

Tier I risk-based – Tier I capital (pursuant to risk-based capital guidelines) as a percentage of total risk-weighted assets.

Total risk-based – Total capital (pursuant to risk-based capital guidelines) as a percentage of total risk-weighted assets.

Classified asset - Classified assets as a percentage of Tier 1 capital plus allowance for credit losses.

Tier I common equity to risk weighted assets - Tier 1 capital (pursuant to risk-based capital guidelines) less the amount of any preferred stock or subordinated indebtedness that is considered as a component of Tier 1 capital as a percentage of total risk-weighted assets.

7. Book value per common share computed by dividing total common shareholders' equity by common shares outstanding. Tangible book value per common share computed by dividing total common shareholders' equity, less goodwill, core deposit and other intangibles by common shares outstanding.

8. Amounts are included in the statement of income in "Gains on mortgage loans sold, net", net of commissions paid on such amounts.

9. At fair value, based on information obtained from Pinnacle's third party broker/dealer for non-FDIC insured financial products and services.

10. Core deposits include all transaction deposit accounts, money market and savings accounts and all certificates of deposit issued in a denomination of less than $250,000. The ratio noted above represents total core deposits divided by total funding, which includes total deposits, FHLB advances, securities sold under agreements to repurchase, subordinated indebtedness and all other interest-bearing liabilities.

11. Associate retention rate is computed by dividing the number of associates employed at quarter end less the number of associates that have resigned in the last 12 months by the number of associates employed at quarter end.

12. Adjusted pre-tax, pre-provision net revenue excludes the impact of ORE expenses and income, investment gains and losses on sales of securities and gain on sale of fixed assets as a result of the sale-leaseback transaction.

13. Represents investment gains (losses) on sales and impairments, net occurring as a result of gains or losses incurred as the result of a change in management's intention to sell a bond prior to the recovery of its amortized cost basis.

14. The dividend payout ratio is calculated as the sum of the annualized dividend rate for dividends paid on common shares divided by the trailing 12-months fully diluted earnings per common share as of the dividend declaration date.

15. Earnings from equity method investment includes the impact of the funding costs of the overall franchise calculated using the firm's subordinated and other borrowing rates. Income tax expense is calculated using statutory tax rates.

16. Tax effect calculated using the blended statutory rate of 25.00 percent for 2023. For periods prior to 2023, tax effect calculated using the blended statutory rate of 26.14 percent.

17. Calculated using the same guidelines as are used in the Federal Financial Institutions Examination Council's Uniform Bank Performance Report.

pnfp-earnings

View source version on businesswire.com: https://www.businesswire.com/news/home/20231017840524/en/

Contacts

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

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