<PAGE>
U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 29549
FORM 10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR QUARTERLY PERIOD ENDED JUNE 30, 1996
Commission File Number 33-67528
--------
PINNACLE FINANCIAL CORPORATION
-----------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Georgia 58-1538862
- ------------------------------- -------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization Number)
884 Elbert Street,
P.O. Box 430, Elberton, Georgia 30635-0430
- --------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (706) 283-2854
--------------
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the
past 90 days. Yes X No
--
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:
AS OF JULY 31, 1996 THERE WERE 768,000 SHARES OF COMMON STOCK OUTSTANDING.
<PAGE>
PINNACLE FINANCIAL CORPORATION
INDEX
Page No.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Statements of Financial Position at
June 30, 1996 and December 31, 1995 1
Consolidated Statements of Income for the Three
Months ended June 30, 1996 and 1995 2
Consolidated Statements of Income for the Six
Months ended June 30, 1996 and 1995 3
Consolidated Statements of Cash Flows for the
Six Months Ended June 30, 1996 and 1995 4
Item 2. Managements Discussion and Analysis or Plan of
Operation 6
PART II - OTHER INFORMATION 12
I<PAGE>
PINNACLE FINANCIAL CORPORATION
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
II<PAGE>
PINNACLE FINANCIAL CORPORATION & SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
JUNE 30, 1996 AND DECEMBER 31, 1995
(Unaudited)
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1996 1995
<S> <C> <C>
ASSETS
Cash and due from banks $8,585,535 $6,079,376
Federal funds sold 2,350,331 8,062,879
Securities available for sale 86,278,507 77,875,874
Loans, net of allowance for credit losses
of $1,710,327 and $1,828,722 respectively 123,206,155 119,637,013
Premises and equipment 4,905,347 4,766,974
Accrued interest receivable 2,769,316 2,514,723
Foreclosed real estate 546,725 584,523
Other assets 1,471,781 1,123,889
------------ ------------
Total assets $230,113,697 $220,645,251
============ ============
LIABILITIES
Demand deposits $31,939,995 $30,196,769
Savings and NOW deposits 63,727,106 61,403,287
Other time deposits 101,578,931 96,318,071
----------- -----------
Total deposits 197,246,032 187,918,127
=========== ===========
Accrued interest and other liabilities 1,751,945 2,267,921
Total liabilities 198,997,977 190,186,048
SHAREHOLDERS' EQUITY
Common stock, $10 par value; 5,000,000 shares
authorized, 768,000 shares issued and outstanding 7,680,000 7,680,000
Capital surplus 7,280,000 7,280,000
Retained earnings 16,180,381 14,589,472
Net unrealized appreciation on securities
available for sale, net of taxes of ($12,704)
and $468,649 respectively (24,661) 909,731
----------- -----------
Total shareholders' equity 31,115,720 30,459,203
------------ ------------
Total liabilities and shareholders' equity $230,113,697 $220,645,251
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
1<PAGE>
PINNACLE FINANCIAL CORPORATION & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED JUNE 30, 1996 AND 1995
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS THREE MONTHS
ENDED ENDED
JUNE 30, JUNE 30,
1996 1995
<S> <C> <C>
INTEREST INCOME
Loans $3,243,074 $3,136,994
Securities available for sale 1,292,041 1,059,177
Federal funds sold 58,719 100,563
---------- ----------
Total interest income 4,593,834 4,296,734
---------- ----------
INTEREST EXPENSE
Deposits 1,791,952 1,639,777
---------- ----------
Total interest expense 1,791,952 1,639,777
---------- ----------
NET INTEREST INCOME 2,801,882 2,656,957
Provision for credit losses 88,300 85,000
---------- ----------
Net interest income after provision for credit losses 2,713,582 2,571,957
---------- ----------
OTHER INCOME
Service charges on deposit accounts 320,048 289,818
Other service charges and fees 104,012 66,714
Net realized gains on sales of securities available for sale 2,286 0
Other income 58,003 109,364
---------- ----------
Total other income 484,349 465,896
---------- ----------
OTHER EXPENSES
Salaries and employee benefits 915,555 897,598
Occupancy expense 216,722 209,548
Net realized losses on sales of securities available for sale 0 5,184
Other expenses 377,302 478,928
---------- ----------
Total other expenses 1,509,579 1,591,258
---------- ----------
Income before income taxes 1,688,352 1,446,595
Income tax expense 450,000 392,750
---------- ----------
NET INCOME $1,238,352 1,053,845
========== ==========
Net income per share of common stock $1.61 $1.37
===== =====
Average shares outstanding 768,000 768,000
======= =======
</TABLE>
The accompanying notes are an integral part of these financial statements.
2<PAGE>
PINNACLE FINANCIAL CORPORATION & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND 1995
(Unaudited)
<TABLE>
<CAPTION>
YTD YTD
June 30, June 30,
1996 1995
<S> <C> <C>
INTEREST INCOME
Loans $6,443,401 $6,134,900
Securities available for sale 2,478,506 2,134,178
Federal funds sold 157,283 142,419
---------- ----------
Total interest income 9,079,190 8,411,497
---------- ----------
INTEREST EXPENSE
Deposits 3,559,070 3,149,826
---------- ----------
Total interest expense 3,559,070 3,149,826
---------- ----------
NET INTEREST INCOME 5,520,120 5,261,671
Provision for credit losses 259,300 160,000
---------- ----------
Net interest income after provision for credit losses 5,260,820 5,101,671
---------- ----------
OTHER INCOME
Service charges on deposit accounts 642,388 582,813
Other service charges and fees 205,880 186,432
Net realized gains on sales of securities available for sale 2,286 0
Other income 95,920 149,363
---------- ----------
Total other income 946,474 918,608
---------- ----------
OTHER EXPENSES
Salaries and employee benefits 1,845,849 1,767,781
Occupancy expense 445,735 419,522
Net realized losses on sales of securities available for sale 0 22,464
Other expenses 803,680 947,441
---------- ----------
Total other expenses 3,095,264 3,157,208
---------- ----------
Income before income taxes 3,112,030 2,863,069
Income tax expense 876,000 772,750
---------- ----------
Net income $2,236,030 $2,090,319
========== ==========
Net income per share of common stock $2.91 $2.72
===== =====
Average shares outstanding 768,000 768,000
======= =======
</TABLE>
The accompanying notes are an integral part of these financial statements.
3<PAGE>
PINNACLE FINANCIAL CORPORATION & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED JUNE 30, 1996 AND 1995
(Unaudited)
<TABLE>
<CAPTION>
JUNE 30, JUNE 30,
1996 1995
<S> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES
Net income $2,236,030 $2,090,319
Adjustments to reconcile net income to net
Cash provided by operating activities:
Depreciation and amortization 198,756 207,467
Provision for credit losses 259,300 160,000
Deferred income taxes ---- ----
Net realized (gains) losses on securities available for sale 2,286 (22,464)
(Increase) decrease in accrued interest and other assets (602,485) 155,309
Increase (decrease) in accrued expenses and other liabilities (515,976) 222,594
----------- -----------
Total adjustments (658,119) 722,906
----------- -----------
Net cash provided by operating activities 1,577,911 2,813,225
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Net (increase) decrease in federal funds sold 5,712,548 (1,820,000)
Purchase of securities available for sale (25,029,421) (10,410,543)
Proceeds from sales of securities available for sale 500,000 3,509,828
Proceeds from maturities of securities available for sale 15,227,907 6,835,000
Net increase in loans (3,828,442) (2,127,433)
Purchases of premises and equipment (337,129) (106,424)
----------- -----------
Net cash used by investing activities (7,754,537) (4,119,572)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in non-interest bearing demand deposits,
Savings and NOW deposit accounts 4,067,045 (377,911)
Net increase in time deposits 5,260,860 4,186,744
Net decrease in federal funds purchased 0 (540,000)
Dividends paid (645,120) (614,400)
----------- -----------
Net cash provided by financing activities 8,682,785 2,654,433
----------- -----------
Net increase in cash and due from banks 2,506,159 1,348,086
Cash and cash equivalents at January 1 6,079,376 7,320,285
----------- -----------
Cash and cash equivalents at June 30 $8,585,535 $8,668,371
========== ==========
Interest paid $3,704,732 $3,161,502
========== ==========
Income taxes paid $898,258 $699,848
======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
PINNACLE FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND 1995
(1) BASIS OF PRESENTATION
The consolidated financial statements include the accounts of
Pinnacle Financial Corporation (the Company) and its wholly-owned
commercial bank subsidiaries, First National Bank in Elberton and Tri-
County Bank of Royston. All significant intercompany accounts have been
eliminated in consolidation.
In the opinion of management, the accompanying unaudited
consolidated financial statements contain all adjustments (consisting
only of normal recurring adjustments) necessary for fair statements of
the consolidated financial position and the results of operations of the
Company for the interim periods. The results of operations for the six
month period ended June 30, 1996 are not necessarily indicative of the
results which may be expected for the entire year.
(2) INVESTMENT SECURITIES
As of December 31, 1994, the Company adopted FAS No. 115,
"Accounting for Certain Investments in Debt and Equity Securities". All
investment securities are classified as available-for-sale and are
recorded at their estimated fair market values in accordance with the
provision of FAS No. 115. From time to time, the Company may decide to
sell certain securities prior to maturity for liquidity, tax planning and
other valid business purposes. Gains and losses are determined using the
specific identification method when securities are sold.
(3) INCOME TAXES
Deferred income taxes are recorded as required by FAS No. 109,
"Accounting for Income Taxes", using the liability method under which
deferred tax assets and liabilities are determined based on the
differences between the financial accounting and tax basis of assets and
liabilities.
(4) ACCOUNTING FOR IMPAIRED LOANS
FAS 114, "Accounting by Creditors for Impairment of a Loan" was
adopted as of January 1, 1995 as required. Loans having carrying values
of $794,000 as of June 30, 1996 have been recognized as impaired in
conformity with FAS 114. The total allowance for credit losses related
to the impaired loans was $306,000. For impairment recognized in
conformity with FAS 114, the entire change in the present value of
expected cash flows is reported as bad debt expense in the same manner in
which the initial impairment was recognized or as a reduction in the
amount of bad debt expense that otherwise would be reported. The company
has recognized specific allowances in prior periods for each of these
loans based on previous methodology for calculating its allowance for
credit losses.
5<PAGE>
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Management's Discussion and Analysis of Financial Condition and
Results of Operations of Pinnacle analyses the major elements of
Pinnacle's consolidated balance sheets and statements of income. This
section reflects the results of its two subsidiary banks, First National
Bank in Elberton and Tri-County Bank of Royston.
Pinnacle continues to weigh the merits of additional business
combinations while maintaining a focus on its general mission to
responsibly serve the needs of its customers and communities and to
enhance profit potential and shareholder value. First National received
approval from the Southeastern District office of the Comptroller of the
Currency to establish a full service branch office at 135 E. Franklin
Street, Hartwell, Georgia after July 1, 1996 as allowed by Section 12 U.S.C.
36 and Georgia statutes Sections O.C.G.A. 7-1-601, 7-1-602 and 7-1-394.
Tri-County Bank of Royston has received approval from the Georgia
Department of Banking and the Federal Deposit Insurance Corporation to
open a full service branch at 5784 West Avenue, Lavonia, Georgia. It is
expected that both of these locations will be opening within the next
sixty days.
For a comprehensive presentation of Pinnacle's financial
condition and results of operations, the following analysis should be
viewed along with other information contained in this report, including
the financial statements and accompanying disclosures. All amounts
throughout this section are rounded to the nearest 1,000 dollars, the
nearest .1 million dollars and to the nearest .1 percent to represent
approximations of reported amounts.
LIQUIDITY AND CAPITAL RESOURCES
The objective of liquidity management is to maintain cash flows
adequate to meet immediate and ongoing future needs of credit demand,
deposit withdrawal, maturing liabilities and corporate operating
expenses. Pinnacle seeks to meet liquidity requirements primarily
through the management of federal funds and the investment securities
portfolio. At June 30, 1996, 26.5% of the investment securities
portfolio had maturity dates within the next year and an additional 60.6%
matures within the next 5 years. During the first six months of 1996,
federal funds sold averaged $5.8 million thereby providing sufficient
funds to meet immediate needs. Other sources of liquidity are payments
on commercial and installment loans and repayment of maturing single
payment loans. Also, Pinnacle retains relationships with four
correspondent banks which could provide funds to it on short term notice,
if needed. Presently, Pinnacle has arrangements with commercial banks
for short term unsecured advances up to $9.8 million. Pinnacle's
management intends to continue to closely monitor and maintain
appropriate levels of interest bearing assets and liabilities in future
periods so that maturities of assets are such that adequate funds are
provided to meet customer withdrawals and loan requests while net
interest margins are maximized.
Regulatory policy generally requires the maintenance of a
liquidity ratio of 25%, which is generally defined as cash plus liquid
investments divided by deposits plus borrowings due within one year. The
desired level of liquidity is determined by management based in part on
Pinnacle's commitment to make loans and an assessment of its ability to
generate funds. At June 30, 1996, liquidity ratios were: Pinnacle 44.8%,
First National 49.8% and Tri-County Bank 37.4%.
6<PAGE>
Average yields on interest bearing assets remained 8.7% for the
current quarter compared to the same period the year before. Total
interest bearing assets increased by $13.2 million or 6.7% for the current
period when compared with the quarter ended June 30, 1995. Average net
loans increased $2.8 million or 2.4% in the three months ended June 30, 1996
from the same 1995 period, primarily as a result of a healthy economy in
Northeast Georgia. Average net loans during the quarter for First National
were $68.3 million while Tri-County Bank's average net loans were $55.4
million.
Average yields on interest bearing assets remained 8.6% for the
six month period ended June 30, 1996 compared to the average for the same
period the year before. Total interest bearing assets increased by $16.8
million or 8.6% for the current period when compared with the six month
period ended June 30, 1995. Average net loans increased $3.3 million or
2.8% in the six months ended June 30, 1996 from the same 1995 period,
primarily as a result of a healthy economy in Northeast Georgia. Average
net loans during the quarter for First National were $68.1 million while
Tri-County Bank's average net loans were $55.5 million.
Only minor changes occurred in other real estate owned during
the first six months of 1996, resulting in $547,000 held at June 30, 1996
compared to $585,000 at December 31, 1995. Non-performing loans totaled
$494,000 as of June 30, 1996 representing .4% of total loans at June 30,
1996 compared to $621,000 at December 31, 1995, which represented .5% of
total loans at that date. Accrued interest as of June 30, 1996 on non-
performing loans totaled $24,000 which is not reported as income. Non-
performing loans at June 30, 1996 are classified as: real estate,
$387,000; other collateralized loans, $100,000; and unsecured, $7,000.
Pinnacle continues to maintain a concentration of core deposits
from an established customer base which provides a stable funding source.
Deposits increased $9.3 million to $197.2 million at June 30, 1996 from
$187.9 million at December 31, 1995, due primarily to normal growth and
continued economic expansion in Northeast Georgia. Non-interest bearing
deposits increased $1.7 million to $31.9 million compared to December 31,
1995 balance of $30.2 million. Interest bearing deposits increased $7.6
million at June 30, 1996.
Management continues to give priority to the importance of
maintaining high levels of assets with interest rate sensitivity. Cash
and cash equivalents decreased during the first six months of 1996 from
December 31, 1995 levels by $2.5 million and investment securities
increased $8.4 million from December 31, 1995 levels. This reflected a
decision by management to maximize interest income by purchasing
investments with higher yields than federal funds.
Shareholders' equity increased $.6 million to $31.1 million at
June 30, 1996 from $30.5 million at December 31, 1995. Earnings retained
during the six months amounted to $1.6 million and equity was decreased
$934,000 as a result of a decline in net unrealized gains during the
first six months due to a decline in the bond market. FAS 115 which was
adopted on December 31, 1994 requires that unrealized gains/losses on
certain marketable securities be recorded in shareholder's equity.
Pinnacle continues to maintain adequate capital ratios (see
"Risk Based Capital Ratios" below and see "Results of Operations" below
for discussion of dividend levels.) Pinnacle maintained a level of
capital, as measured by its average equity to average assets ratio, of
13.8% during the first six months of 1996, compared to 13.4% for the year
which ended December 31, 1995.
7<PAGE>
Management is not aware of any known trends, events or
uncertainties that are reasonably likely to have a material effect on the
registrants liquidity, capital resources, or results of operation.
Pinnacle is not aware of any current recommendations by the regulatory
authorities which, if they were implemented, would have such an effect.
Loans classified for regulatory purposes as loss, doubtful, substandard
or special mention do not represent trends or uncertainties which
management reasonably expects will materially impact future operational
trends.
RESULTS OF OPERATIONS (FOR THE THREE MONTH PERIOD ENDED JUNE 30, 1996)
Pinnacle's operational results primarily depend on the earnings
of the banks. Their earnings depend to a large degree on net interest
income, which is the difference between the interest income received from
investments (such as loans, investment securities, federal funds sold,
etc.) and the interest expense which is paid on deposit liabilities.
Net interest income in the three months ended June 30, 1996
increased 5.5% as a result of more favorable rate spreads and
management's ability to match rate sensitive assets with rate sensitive
liabilities in such a way that net interest margins have increased from
the same period the prior year. As a result of increased deposits,
interest expense increased $152,000 or 9.3% while interest income
increased $297,000 or 6.9% in the three months ended June 30, 1996
compared to the same period the year before.
The provision for possible loan losses is the charge to
operating expenses that management believes is necessary to fund the
reserve for possible loan losses. The provision reflects management's
estimate of potential loan losses and the creation of an allowance for
loan losses adequate to absorb losses inherent in the portfolio.
Pinnacle provided $88,000 for loan losses in the three months ended June
30, 1996 and $85,000 for the same period in 1995. Pinnacle experienced
loan charge-offs in the three months ended June 30, 1996 of $56,000
compared to $106,000 in the same period in 1995. The allowance for loan
losses increased $17,000 to $1.8 million at June 30, 1996 compared to
$1.7 million at June 30, 1995. Pinnacle's allowance for loan losses
represents 1.4% of total loans outstanding at June 30, 1996. Its net
charge-offs were $42,000 during the three months ended June 30, 1996 and
$92,000 during the same period in 1995.
Other operating expenses for Pinnacle during the three months
ended June 30, 1996 decreased $82,000 to $1.5 million from $1.6 million
for the same period in the previous year. The reduction in other
operating expenses is attributable to the decrease in the insurance
premiums paid to the Federal Deposit Insurance Corporation.
Pinnacle's income tax expense increased $57,000 for the quarter
compared to the same period in the previous year due primarily to
increased taxable income. The effective income tax rate during the
quarter of 26.7% is a decrease of .5% over the same quarter in 1995.
Results of operations can be measured by various ratio
analyses. Two widely recognized performance indicators are return on
average equity and return on average assets. Net income during the three
months ended June 30, 1996 was $1.2 million and represents annualized
returns of 15.9% on average shareholders' equity and 2.2% on average
assets. Comparable amounts during the same period of 1995 were $1.1
million, 15.7% and 2.0%, respectively. As detailed in previous
paragraphs, the increase in net income of $184,000 was primarily due to
the increase in the net interest margin and a decrease in the Federal
Deposit Insurance Corporation insurance premiums.
8<PAGE>
Dividends declared during the three months ended June 30, 1996
increased $.07 per share to $.42 from $.35 per share during the same
period of 1995.
RESULTS OF OPERATIONS (FOR THE SIX MONTH PERIOD ENDED JUNE 30, 1996)
Pinnacle's operational results primarily depend on the earnings
of the banks. Their earnings depend to a large degree on net interest
income, which is the difference between the interest income received from
investments (such as loans, investment securities, federal funds sold,
etc.) and the interest expense which is paid on deposit liabilities.
Net interest income in the six months ended June 30, 1996
increased 4.9% as a result of more favorable rate spreads and
management's ability to match rate sensitive assets with rate sensitive
liabilities in such a way that net interest margins have increased from
the same period the prior year. As a result of increased deposits,
interest expense increased $409,000 or 13.0% while interest income
increased $668,000 or 7.9% in the six months ended June 30, 1996 compared
to the same period the year before.
The provision for possible loan losses is the charge to
operating expenses that management believes is necessary to fund the
reserve for possible loan losses. The provision reflects management's
estimate of potential loan losses and the creation of an allowance for
loan losses adequate to absorb losses inherent in the portfolio.
Pinnacle provided $259,000 for loan losses in the six months ended June
30, 1996 and $160,000 for the same period in 1995. Pinnacle experienced
loan charge-offs in the six months ended June 30, 1996 of $368,000
compared to $245,000 in the same period in 1995. Management charged off
a large loan totaling $258,000 in the first quarter and subsequently
increased the provision for possible loan losses to a level which
management deems adequate based on their review of the portfolio. This
large charge-off does not indicate a trend or uncertainty which
management reasonably expects will materially impact future operational
results. Its net charge-offs were $332,000 during the six months ended
June 30, 1996 and $203,000 during the same period in 1995.
Other operating expenses for Pinnacle during the six months
ended June 30, 1996 decreased $62,000 to $3.1 million from $3.2 million
for the same period in the previous year. The reduction in other
operating expenses is attributable to the decrease in the insurance
premiums paid to the Federal Deposit Insurance Corporation.
Pinnacle's income tax expense increased $103,000 for the six
months ended June 30, 1996 compared to the same period in the previous
year due primarily to increased taxable income. The effective income tax
rate during the period of 28.1% is a increase of 1.1% over the same
quarter in 1995.
Results of operations can be measured by various ratio
analyses. Two widely recognized performance indicators are return on
average equity and return on average assets. Net income during the six
months ended June 30, 1996 was $2.2 million and represents annualized
returns of 14.4% on average shareholders' equity and 2.0% on average
assets. Comparable amounts during the same period of 1995 were $2.1
million, 15.6% and 2.0%, respectively. As detailed in previous
paragraphs, the increase in net income of $146,000 was primarily due to
the increase in the net interest margin and a decrease in the Federal
Deposit Insurance Corporation insurance premiums.
9<PAGE>
Dividends declared during the six months ended June 30, 1996
increased $.09 per share to $.84 from $.75 per share during the same
period of 1995.
The following tables present Pinnacle's Regulatory capital position at
June 30, 1996:
(Rounded to the nearest thousand)
<TABLE>
<CAPTION>
<S> <C> <C>
Total Risk Adjusted Assets $139,780
Risk Based Capital Ratios:
TIER 1 CAPITAL
Common stock $7,680 5.49%
Surplus 7,280 5.21%
Retained Earnings 16,180 11.58%
Less: Goodwill 0 0.00%
---------- --------
Total Tier 1 capital 31,140 22.28%
Tier 1 minimum requirement 5,591 4.00%
---------- --------
Excess (shortfall) $25,549 18.28%
========== ========
TIER 2 CAPITAL
Tier 1 from above $31,140 22.28%
Subordinated Debentures 0 0.00%
Allowance for loan losses, limited to 1.25%
of risk weighted assets 1,747 1.25%
--------- --------
Total Tier 2 capital 32,887 23.53%
Tier 2 minimum requirement 11,182 8.00%
--------- --------
Excess (shortfall) $21,705 15.53%
========= ========
LEVERAGE RATIO
Tier 1 capital $31,140 13.80%
Minimum requirement 6,768 3.00%
-------- -------
Excess (shortfall) $24,372 10.80%
======== =======
Average total assets, net of goodwill $225,594
========
</TABLE>
11
<PAGE>
PINNACLE FINANCIAL CORPORATION
PART II
ITEM 2. LEGAL PROCEEDINGS
Pinnacle is not aware of any material pending legal proceedings
to which Pinnacle or any of its subsidiaries is a party or to which any
of their property is subject.
ITEM 3. CHANGES IN SECURITIES
None.
ITEM 4. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 5. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On March 19, 1996 the Registrant held its annual meeting of
Shareholders where the following directors were elected at the meeting
for one year terms:
L. Jackson McConnell James E. Purcell
Lint W. Eberhardt Maurice Bond
C. Lewis Shurbutt Anderson Dilworth
William F. Grant H. Thomas Brown
Charles Bradshaw
597,011 shares (78%) were cast in favor of the each of the
directors other than William F. Grant. 595,991 shares (78%) were cast in
favor of Mr. Grant, and holder of 1020 shares (less than 1%) abstained
from voting with respect to the election of Mr. Grant.
There were no shares cast against any of the directors.
There were no abstentions or broker non-votes cast.
ITEM 6. OTHER INFORMATION
None.
ITEM 7. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits - Exhibit 27 - Financial Data Schedule
(b) Reports on Form 8-K - None
12
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
has caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
PINNACLE FINANCIAL CORPORATION
Date: August 12, 1996 By: /s/ L. Jackson McConnell
-------------------------
L. Jackson McConnell
Chairman and Chief Executive Officer
(Principal Executive and Financial Officer)
13
<TABLE> <S> <C>
<ARTICLE> 9
<CIK> 0000910678
<NAME> PINNACLE FINANCIAL CORPORATION
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
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<PERIOD-END> JUN-30-1996
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0
0
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