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| PNFP > SEC Filings for PNFP > Form 10-K on 19-Feb-2009 | All Recent SEC Filings |
19-Feb-2009
Annual Report
Noninterest income for 2008 compared to 2007 increased by $12.2 million, or
54.2%. This increase is largely attributable to the fee businesses associated
with the Mid-America acquisition, including deposit service charges, investment
services, insurance sales and mortgage loan originations. Additionally, during
2008, we recorded approximately $1.0 million in gains on the sale of bank
premises. Noninterest income for 2007 compared to 2006 increased by
$6.73 million, or 42.7%, which was primarily due to the impact of the Cavalry
and Mid-America acquisitions, increases in service charges on deposits,
investment sales commissions, insurance commissions, trust and other fees.
Our continued growth in 2008 resulted in increased noninterest expense compared
to 2007 due to the addition of Mid-America for a full year, our expansion into
the Knoxville MSA, increases in salaries and employee benefits, equipment and
occupancy expenses and other operating expenses. The number of full-time
equivalent employees increased from 404.0 at December 31, 2006 to 702.0 at
December 31, 2007 to 719.0 at December 31, 2008. As a result, we experienced
increases in compensation and employee benefit expense. We expect to add
additional employees throughout 2009 which will also cause our compensation and
employee benefit expense to increase in 2009. Additionally, our branch expansion
efforts during the last few years and the addition of new associates in 2009
will also increase noninterest expense. Our efficiency ratio (the ratio of
noninterest expense to the sum of net interest income and noninterest income)
was 63.4% in 2008 compared to 61.6% in 2007 and 60.8% in 2006. These
calculations include the impact of approximately $7,116,000 in Mid-America
merger-related charges in 2008 and $622,000 in 2007 and $1,636,000 in Cavalry
merger related charges in 2006.
The effective income tax expense rate for 2008 was approximately 28.6% compared
to an effective income tax expense rate for 2007 of approximately 30.2% and
32.1% for 2006. The decrease in the effective rate for the three year period was
due to increased investment in bank qualified municipal securities, state tax
credits, and increased tax savings from our captive insurance subsidiary, PNFP
Insurance, Inc.
Net income available for common shareholders for 2008 was $30.6 million compared
to $23.0 million in 2007, an increase of 32.7%. Net income available for common
shareholders for 2007 was 28.5% higher than net income for 2006 of
$17.9 million. Fully-diluted net income per common share available to common
stockholders was $1.27 for 2008 compared to $1.34 for 2007 and $1.18 for 2006.
Excluding the after-tax (rate of 39.23%) impact of merger related charges in all
three years, net income available for common shareholders for 2008 was
$34.9 million compared to $23.4 million, an increase of 49.0%. Net income
available for common shareholders for 2007 was 23.8% higher than the
$18.9 million of net income available for common shareholders in 2006. As a
result, adjusted diluted net income per common share available to common
stockholders was $1.45 for 2008 compared to $1.36 for 2007, an increase of 6.6%.
Also, adjusted diluted net income per common share available to common
stockholders for 2007 was 8.8% higher than the $1.25 adjusted diluted net income
per common share for 2006. For a reconciliation of these non-GAAP financial
measures to their most directly comparable GAAP financial measure, see
"Reconciliation of Non-GAAP financial measures" on page 32.
Financial Condition. Loans increased $605 million between December 31, 2008 and
December 31, 2007, a growth rate of 22.0 percent. We believe our organic loan
growth is attributable to hiring the best financial services associates in our
markets. We hire experienced relationship managers that have significant client
followings such that when they come to our firm, they are able to bring many of
their existing clients with them. Loans increased $1.252 billion during 2007 of
which $863 million was attributable to the Mid-America acquisition. Thus, the
net increase in our loan portfolio attributable to organic growth during 2007
was $389 million, or 31.0%.
Deposits increased $608 million between December 31, 2008 and December 31, 2007,
a growth rate of 20.8 percent. We grew deposits to $2.925 billion at
December 31, 2007 compared to $1.622 billion at December 31, 2006, an increase
of $1.303 billion, of which $954 million was attributable to the Mid-America
acquisition. Excluding the Mid-America acquisition, we increased our deposits by
$349 million.
Capital and Liquidity. At December 31, 2008 and 2007, our capital ratios,
including our bank's capital ratios, met regulatory minimum capital
requirements. Additionally, our bank would be considered to be
"well-capitalized" pursuant to banking regulations at these dates. As we grow,
Pinnacle National will require additional capital from us over that which can be
earned through operations. We anticipate that we will continue to use various
capital raising techniques in order to support the growth of Pinnacle National.
During 2008, we increased our capital accounts through our participation in the
U.S. Department of Treasury's Capital Purchase Program (the "CPP"). As a result
of our participation in the CPP, we issued 95,000 shares of preferred stock for
$95 million. Additionally, we issued 534,910 common stock warrants to the U.S.
Treasury as a condition to our participation in the CPP. The warrants have an
exercise price of $26.64 each, are immediately exercisable and expire 10 years
from the date of issuance. Based on a Black Scholes options pricing model, the
common stock warrants have been assigned a fair value of $11.86 per warrant, or
$6.7 million in the aggregate, as of December 12, 2008. As a result,
$6.7 million has been recorded as the discount on the preferred stock obtained
above and will be accreted as a reduction in net income available for common
stockholders over the next five years at approximately $1.1 million to
$1.3 million per year. The resulting $88.3 million has been assigned to the
Series A preferred stock and will be accreted up to the redemption amount of
$95 million over the next five years.
Additionally, during 2008, we sold one million shares of our common stock for
$21.5 million which also increased our capital accounts. In the past, we have
been successful in procuring additional capital from the capital markets (via
public and private offerings of trust preferred securities and common stock).
This additional capital was required to support our growth. As of December 31,
2008, we believe we have access to sufficient capital to support our current
growth plans. However, expansion by acquisition of other banks or by branching
into a new geographic market could result in issuance of additional capital,
including additional common shares.
Critical Accounting Estimates
The accounting principles we follow and our methods of applying these principles
conform with U.S. generally accepted accounting principles and with general
practices within the banking industry. In connection with the application of
those principles, we have made judgments and estimates which, in the case of the
determination of our allowance for loan losses and the assessment of impairment
of the intangibles resulting from the Mid-America and Cavalry mergers have been
critical to the determination of our financial position and results of
operations.
Allowance for Loan Losses ("allowance"). Our management assesses the adequacy of
the allowance prior to the end of each calendar quarter. This assessment
includes procedures to estimate the allowance and test the adequacy and
appropriateness of the resulting balance. The level of the allowance is based
upon management's evaluation of the loan portfolios, past loan loss experience,
current asset quality trends, known and inherent risks in the portfolio, adverse
situations that may affect the borrower's ability to repay (including the timing
of future payment), the estimated value of any underlying collateral,
composition of the loan portfolio, economic conditions, industry and peer bank
loan quality indications and other pertinent factors. This evaluation is
inherently subjective as it requires material estimates including the amounts
and timing of future cash flows expected to be received on impaired loans that
may be susceptible to significant change. Loan losses are charged off when
management believes that the full collectability of the loan is unlikely. A loan
may be partially charged-off after a "confirming event" has occurred which
serves to validate that full repayment pursuant to the terms of the loan is
unlikely. Allocation of the allowance may be made for specific loans, but the
entire allowance is available for any loan that, in management's judgment, is
deemed to be uncollectible.
Larger balance commercial and commercial real estate loans are impaired when,
based on current information and events, it is probable that we will be unable
to collect all amounts due according to the contractual terms of the loan
agreement. Collection of all amounts due according to the contractual terms
means that both the interest and principal payments of a loan will be collected
as scheduled in the loan agreement.
An impairment allowance is recognized if the fair value of the loan is less than
the recorded investment in the loan (recorded investment in the loan is the
principal balance plus any accrued interest, net of deferred loan fees or costs
and unamortized premium or discount). The impairment is recognized through the
allowance. Loans that are impaired are recorded at the present value of expected
future cash flows discounted at the loan's effective interest rate, or if the
loan is collateral dependent, impairment measurement is based on the fair value
of the collateral, less estimated disposal costs. Income is recognized on
impaired loans on a cash basis.
The level of allowance maintained is believed by management to be adequate to
absorb probable losses inherent in the portfolio at the balance sheet date. The
allowance is increased by provisions charged to expense and decreased by
charge-offs, net of recoveries of amounts previously charged-off.
In assessing the adequacy of the allowance, we also consider the results of our
ongoing independent loan review process. We undertake this process both to
ascertain whether there are loans in the portfolio whose credit quality has
weakened over time and to assist in our overall evaluation of the risk
characteristics of the entire loan portfolio. Our loan review process includes
the judgment of management, the input from our independent loan reviewer, and
reviews that may have been conducted by bank regulatory agencies as part of
their usual examination process. We incorporate loan review results in the
determination of whether or not it is probable that we will be able to collect
all amounts due according to the contractual terms of a loan.
As part of management's quarterly assessment of the allowance, management
divides the loan portfolio into four segments: commercial, commercial real
estate, consumer and consumer real estate. Each segment is then analyzed such
that an allocation of the allowance is estimated for each loan segment.
The allowance allocation for commercial and commercial real estate loans begins
with a process of estimating the probable losses inherent for these types of
loans. The estimates for these loans are established by category and based on
our internal system of credit risk ratings and historical loss data for industry
and various peer bank groups. The estimated loan loss allocation rate for our
internal system of credit risk grades for commercial and commercial real estate
loans is based on management's experience with similarly graded loans,
discussions with banking regulators and our internal loan review processes.
During the year ended December 31, 2008, we also performed a migration analysis
of all loans that were charged-off during the previous two years. A migration
analysis assists in evaluating loan loss allocation rates for the various risk
grades assigned to loans in our portfolio. We incorporated the migration
analysis along with other factors to determine the loss allocation rates for the
commercial and commercial real estate portfolios. Subsequently, we weighted the
allocation methodologies for the commercial and commercial real estate
portfolios and determine a weighted average allocation for these portfolios.
The allowance allocation for consumer and consumer real estate loans which
includes installment, home equity, consumer mortgages, automobiles and others is
established for each of the categories by estimating probable losses inherent in
that particular category of consumer and consumer real estate loans. The
estimated loan loss allocation rate for each category is based on management's
experience, consideration of our actual loss rates, industry loss rates and loss
rates of various peer bank groups. Consumer and consumer real estate loans are
evaluated as a group by category (i.e. retail real estate, installment, etc.)
rather than on an individual loan basis because these loans are smaller and
homogeneous. We weight the allocation methodologies for the consumer and
consumer real estate portfolios and determine a weighted average allocation for
these portfolios.
The estimated loan loss allocation for all four loan portfolio segments is then
adjusted for management's estimate of probable losses for several
"environmental" factors. The allocation for environmental factors is
particularly subjective and does not lend itself to exact mathematical
calculation. This amount represents estimated probable inherent credit losses
which exist, but have not yet been identified, as of the balance sheet date, and
are based upon quarterly trend assessments in delinquent and nonaccrual loans,
unanticipated charge-offs, credit concentration changes, prevailing economic
conditions, changes in lending personnel experience, changes in lending policies
or procedures and other influencing factors. These environmental factors are
considered for each of the four loan segments and the allowance allocation, as
determined by the processes noted above for each component, is increased or
decreased based on the incremental assessment of these various "environmental"
factors.
The assessment also includes an unallocated component. We believe that the
unallocated amount is warranted for inherent factors that cannot be practically
assigned to individual loan categories. An example is the imprecision in the
overall measurement process, in particular the volatility of the national and
global economy.
We then test the resulting allowance by comparing the balance in the allowance
to historical trends and industry and peer information. Our management then
evaluates the result of the procedures performed, including the result of our
testing, and concludes on the appropriateness of the balance of the allowance in
its entirety. The audit committee of our board of directors reviews and approves
the assessment prior to the filing of quarterly and annual financial
information.
Impairment of Intangible Assets - We recorded the assets and liabilities of
Mid-America as of November 30, 2007 and Cavalry as of March 15, 2006, at
estimated fair value. We engaged a third party to assist us in valuing certain
financial assets and liabilities.
Long-lived assets, including purchased intangible assets subject to
amortization, such as our core deposit intangible asset, are reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. Recoverability of assets to
be held and used is measured by a comparison of the carrying amount of an asset
to estimated undiscounted future cash flows expected to be generated by the
asset. If the carrying amount of an asset exceeds its estimated future cash
flows, an impairment charge is recognized by the amount by which the carrying
amount of the asset exceeds the fair value of the asset. Assets to be disposed
of would be separately presented in the balance sheet and reported at the lower
of the carrying amount or fair value less costs to sell, and are no longer
depreciated.
Goodwill and intangible assets that have indefinite useful lives are evaluated
for impairment annually, and are evaluated for impairment more frequently if
events and circumstances indicate that the asset might be impaired. An
impairment loss is recognized to the extent that the carrying amount exceeds the
asset's fair value. The goodwill impairment analysis is a two-step test. The
first step, used to identify potential impairment, involves comparing each
reporting unit's estimated fair value to its carrying value, including goodwill.
If the estimated fair value of a reporting unit exceeds its carrying value,
goodwill is considered
not to be impaired. If the carrying value exceeds estimated fair value, there is
an indication of potential impairment and the second step is performed to
measure the amount of impairment.
If required, the second step involves calculating an implied fair value of
goodwill for each reporting unit for which the first step indicated impairment.
The implied fair value of goodwill is determined in a manner similar to the
amount of goodwill calculated in a business combination, by measuring the excess
of the estimated fair value of the reporting unit, as determined in the first
step, over the aggregate estimated fair values of the individual assets,
liabilities and identifiable intangibles as if the reporting unit was being
acquired in a business combination. If the implied fair value of goodwill
exceeds the carrying value of goodwill assigned to the reporting unit, there is
no impairment. If the carrying value of goodwill assigned to a reporting unit
exceeds the implied fair value of the goodwill, an impairment charge is recorded
for the excess. An impairment loss cannot exceed the carrying value of goodwill
assigned to a reporting unit, and the loss establishes a new basis in the
goodwill. Subsequent reversal of goodwill impairment losses is not permitted.
Our stock price has historically traded above its book value and tangible book
value and was trading above its book value and tangible book value as of
December 31, 2008. In the event our stock price were to trade below its book
value and tangible book value, we would perform our usual evaluation of the
carrying value of goodwill as of the reporting date. Such a circumstance would
be one factor in our evaluation that could result in an eventual goodwill
impairment charge. Additionally, should our future earnings and cash flows
decline and/or discount rates increase, an impairment charge to goodwill and
other intangible assets may also be required.
We also engage a third party to test for impairment of our goodwill and
intangible assets as of our annual assessment date, which is September 30. We
reviewed their report as of September 30, 2008 and concluded that no indications
of impairment were present. Should we determine in a future period that the
goodwill recorded in connection with our acquisitions has been impaired, then a
charge to our earnings will be recorded in the period such determination is
made.
Results of Operations
Our results for fiscal years 2008, 2007 and 2006 were highlighted by the
continued growth in loans and other earning assets and deposits, which resulted
in increased revenues and expenses. The following is a summary of our results of
operations (dollars in thousands):
Years ended 2008-2007 2007-2006
December 31, Percent Year ended Percent
Increase December 31, Increase
2008 2007 (Decrease) 2006 (Decrease)
Interest income $ 206,082 $ 150,931 36.5 % $ 109,696 37.6 %
Interest expense 91,867 75,219 22.1 % 48,743 54.3 %
Net interest income 114,215 75,712 50.9 % 60,953 24.2 %
Provision for loan losses 11,214 4,720 137.6 % 3,732 26.5 %
Net interest income after provision for loan losses 103,001 70,992 45.1 % 57,221 24.1 %
Noninterest income 34,718 22,521 54.2 % 15,786 42.7 %
Noninterest expense 94,478 60,480 56.2 % 46,624 29.7 %
Net income before income taxes 43,241 33,033 30.9 % 26,383 25.2 %
Income tax expense 12,367 9,992 23.8 % 8,456 18.2 %
Net income 30,874 23,041 34.0 % 17,927 28.5 %
Preferred dividends and preferred stock discount
accretion 309 - NA - NA
Net income available to common shareholders $ 30,565 $ 23,041 32.7 % $ 17,927 28.5 %
Basic income per common share available to common
shareholders $ 1.34 $ 1.43 (6.3 )% $ 1.28 11.7 %
Diluted income per common share available to common
shareholders $ 1.27 $ 1.34 (5.2 )% $ 1.18 13.6 %
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