U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR QUARTERLY PERIOD ENDED MARCH 31, 2000
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
incorporation or organization) Identification 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 April 30, 2000 there were 768,000 shares of common stock outstanding.
---------------------------------------------------------------------------
<PAGE>
PINNACLE FINANCIAL CORPORATION
INDEX
<TABLE>
<CAPTION>
Page No.
--------
<S> <C>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets at
March 31, 2000 and December 31, 1999 1
Consolidated Statements of Income for the Three
Months ended March 31, 2000 and 1999 2
Consolidated Statements of Cash Flows for the
Three Months Ended March 31, 2000 and 1999 3
Item 2. Managements Discussion and Analysis or Plan of Operation 5
PART II - OTHER INFORMATION 11
</TABLE>
I
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PINNACLE FINANCIAL CORPORATION & SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
MARCH 31, 2000 AND DECEMBER 31, 1999
(UNAUDITED)
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999
------------- -------------
<S> <C> <C>
Assets
- ------
Cash and due from banks $ 9,282,127 $ 9,418,050
Federal funds sold 2,180,000 430,000
Securities available for sale 95,719,244 95,100,720
Loans, net of allowance for loan losses
of $2,169,186 and $2,113,735, respectively 160,344,589 154,270,583
Premises and equipment 8,035,669 8,145,809
Accrued interest receivable 2,655,490 2,678,597
Other assets 3,480,964 3,033,386
------------- -------------
Total assets $ 281,698,083 $ 273,077,145
============= =============
Liabilities
- -----------
Noninterest-bearing deposits $ 44,427,923 $ 41,717,909
Interest-bearing deposits 190,075,490 176,626,532
------------- -------------
Total deposits 234,503,413 218,344,441
Borrowings 4,000,000 10,500,000
Accrued interest and other liabilities 4,594,946 5,771,902
------------- -------------
Total liabilities 243,098,359 234,616,343
------------- -------------
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 25,367,140 25,060,148
Accumulated other comprehensive income (loss) (1,727,416) (1,559,346)
------------- -------------
Total shareholders' equity 38,599,724 38,460,802
------------- -------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 281,698,083 $ 273,077,145
============= =============
The accompanying notes are an integral part of these financial statements.
</TABLE>
1
<PAGE>
PINNACLE FINANCIAL CORPORATION & SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
(UNAUDITED)
<TABLE>
<CAPTION>
YTD YTD
MARCH 31, MARCH 31,
2000 1999
---------- ----------
<S> <C> <C>
Interest Income
- ---------------
Loans, including fees $3,937,948 $3,509,840
Securities available for sale 1,441,014 1,406,546
Federal funds sold and other 20,940 95,782
---------- ----------
Total interest income 5,399,902 5,012,168
---------- ----------
Interest Expense
- ----------------
Deposits 1,938,409 1,889,985
Borrowings 103,091 0
---------- ----------
Total interest expense 2,041,500 1,889,985
---------- ----------
NET INTEREST INCOME 3,358,402 3,122,183
Provision for loan losses 90,000 75,000
---------- ----------
Net interest income after provision for loan losses 3,268,402 3,047,183
---------- ----------
Other Income
- ------------
Service charges on deposit accounts 329,704 332,055
Other service charges and fees 158,905 230,393
Net realized gains on sales of securities available for sale 0 0
Other income 46,108 34,397
---------- ----------
Total other income 534,717 596,845
---------- ----------
Other Expenses
- --------------
Salaries and employee benefits 1,555,155 1,167,191
Occupancy expense 312,971 281,790
Net realized losses on sales of securities available for sale 36,587 0
Other expenses 750,614 455,053
---------- ----------
Total other expenses 2,655,327 1,904,034
---------- ----------
Income before income taxes 1,147,792 1,739,994
Income tax expense 380,000 557,000
---------- ----------
NET INCOME $ 767,792 $1,182,994
========== ==========
Net income per share of common stock $ 1.00 $ 1.54
========== ==========
Average shares outstanding 768,000 768,000
========== ==========
The accompanying notes are an integral part of these financial statements.
</TABLE>
2
<PAGE>
PINNACLE FINANCIAL CORPORATION & SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
(UNAUDITED)
<TABLE>
<CAPTION>
MARCH 31, MARCH 31,
2000 1999
------------ ------------
<S> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES
Net income $ 767,792 $ 1,182,994
------------ ------------
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 150,158 147,579
Provision for loan losses 90,000 75,000
Net realized losses on securities available for sale 36,587 0
Net change in accrued interest and other assets (424,471) (225,629)
Net change in accrued expenses and other liabilities (1,176,956) 31,096
------------ ------------
Total adjustments (1,324,682) 28,046
------------ ------------
Net cash provided by operating activities (556,890) 1,211,040
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of securities available for sale (6,167,822) (9,154,900)
Proceeds from sales of securities available for sale 3,417,325 0
Proceeds from maturities, prepayments and calls
of securities available for sale 1,927,316 7,867,863
Net change in loans (6,164,006) 729,790
Purchases of premises and equipment (40,018) (29,283)
------------ ------------
Net cash used by investing activities (7,027,205) (586,530)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Net change in deposits 16,158,972 1,373,960
Repayment of borrowings (12,500,000) 0
Proceeds from borrowings 6,000,000 0
Cash dividends paid (460,800) (422,400)
------------ ------------
Net cash provided by financing activities 9,198,172 951,560
------------ ------------
Net change in cash and cash equivalents 1,614,077 1,576,070
Cash and cash equivalents at January 1 9,848,050 17,233,914
------------ ------------
Cash and cash equivalents at March 31 $ 11,462,127 $ 18,809,984
============ ============
Interest paid $ 1,948,587 $ 1,971,274
============ ============
Income taxes paid $ 55,686 $ 1,303
============ ============
The accompanying notes are an integral part of these financial statements.
</TABLE>
3
<PAGE>
PINNACLE FINANCIAL CORPORATION AND SUBSIDIARY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
(1) Basis of Presentation
---------------------
The consolidated financial statements include the accounts of
Pinnacle Financial Corporation (the Company) and its wholly-owned commercial
bank subsidiary, Pinnacle Bank, N.A. 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. Certain reclassifications have been made to the prior year presentation
to conform to the current year. The results of operations for the three-month
period ended March 31, 2000 are not necessarily indicative of the results which
may be expected for the entire year.
(2) Cash and Cash Equivalents
-------------------------
For the purpose of presentation in the consolidated statements of
cash flows, cash and cash equivalents include cash and due from banks and
federal funds sold, all of which mature within ninety days. The prior year cash
flow statement has been changed to be comparable to this presentation.
(3) Income Taxes
------------
Deferred income taxes assets and liabilities are determined using
the liability (or balance sheet) method. Under this method, the net deferred tax
asset or liability is determined based on the tax effects of the temporary
differences between the book and tax bases of the various balance sheet assets
and liabilities and gives current recognition to changes in tax rates and laws.
(4) Accounting for Impaired Loans
-----------------------------
A loan is considered impaired when, based on current information and
events, it is probable that the Company will be unable to collect the scheduled
payments of principal or interest when due according to the contractual terms of
the loan agreement. Impairment is measured on a loan by loan basis by either the
present value of expected future cash flows discounted at the loan's effective
interest rate, the loan's obtainable market price, or the fair value of the
collateral if the loan in collateral dependent. Loans having carrying values of
$770,000 as of March 31, 2000 have been recognized as impaired. The total
allowance for credit losses related to these impaired loans is $495,000.
4
<PAGE>
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Basis of Presentation
- ---------------------
Management's Discussion and Analysis of Pinnacle Financial
Corporation (hereinafter "Pinnacle" or the "Company") provides information
regarding Pinnacle's financial condition as of March 31, 2000 and its results of
operations for the three months March 31, 2000 in comparison to the three months
ended March 31, 1999. The financial condition and operating results of Pinnacle
are primarily determined by its wholly-owned subsidiary bank, Pinnacle Bank,
N.A. (hereinafter the "Bank").
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 unaudited 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.
Forward-looking Statements
- --------------------------
This discussion contains forward-looking statements under the
private Securities Litigation Reform Act of 1995 that involve risk and
uncertainties. Although Pinnacle believes that the assumptions underlying the
forward-looking statements contained in the discussion are reasonable, any of
the assumptions could be inaccurate, and therefore, no assurance can be made
that any of the forward-looking statements in this discussion will be accurate.
Factors that could cause actual results to differ from results discussed in
forward-looking statements include, but are not limited to: economic conditions
(both generally and in the markets where the Company operates); competition from
other providers of financial services offered by the Bank; government
regulations and legislation; changes in interest rates; material unforseen
changes in the financial stability and liquidity of the Bank's credit customers,
all of which are difficult to predict and which may be beyond the control of the
Company. Pinnacle undertakes no obligation to revise forward-looking statements
to reflect events or changes after the date of this discussion or to reflect the
occurrence of unanticipated events.
Liquidity and Capital Resources
- -------------------------------
The objective of liquidity management is to maintain cash flows
adequate to meet immediate and ongoing 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 (both sold and purchased) and the investment securities portfolio. At
March 31, 2000, 3.6% of the investment securities portfolio had maturity dates
5
<PAGE>
within the next year and an additional 76.0% matures within the next five years.
All investment securities are classified as available for sale and may be sold
or used as a source of collateralized borrowings in the event of a liquidity
shortfall. Other sources of liquidity are payments on commercial and installment
loans and repayment of maturing single payment loans. The Bank has short term
borrowing relationships with two correspondent banks that could provide up to
$12.75 million on short notice. Additionally, the Bank has established
membership in the Federal Home Loan Bank of Atlanta (hereinafter the "FHLB") and
has granted a blanket floating lien on its mortgage portfolio that
collateralizes up to $20 million of borrowings on a short or long term basis.
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 available 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 March 31, 2000, the
liquidity ratio for Pinnacle was 36%.
Management continues to give priority to the importance of
maintaining high levels of assets with interest rate sensitivity while
attempting to minimize the amount of cash and overnight investments held. Cash
and cash equivalents increased during the first three months of 2000 from
December 31, 1999 levels by $1.6 million while securities available for sale
increased by approximately $620,000 during the same time period. The average
balance in these investment securities increased by approximately $120,000 in
the current quarter compared to the quarter ended March 31, 1999. The average
balance of federal funds sold during the first three months of 2000 and 1999 was
$1.4 million and $8.1 million, respectively. The decreased federal funds sold
reflects management's closer monitoring of overnight investments.
Total interest-bearing assets increased by $8.4 million or 3.4% for
the current period when compared with December 31, 1999. Average net loans for
the bank increased $16.6 million (11.7%) to $157.8 million in the three months
ended March 31, 2000 from the same 1999 period. This increase reflects continued
growth in loan demand that began in the second half of 1999 and has continued in
the first quarter of 2000.
The allowance for credit losses is established by management at a
level estimated to be adequate to absorb losses inherent in the loan portfolio.
The allowance increased slightly to $2.2 million from $2.1 million at March 31,
2000 and December 31, 1999, respectively. The Bank experienced loan charge-offs
of $108,000 in the three months ended March 31, 2000 compared to $103,000 in the
same period of 1999. Net charge-offs amounted to $35,000 in 2000 compared to
$46,000 for the three months ended March 31, 1999. The allowance for credit
losses represents 1.3% of total loans outstanding at March 31, 2000.
6
<PAGE>
The balance of Other Real Estate Owned (included in other assets)
increased by $136,000 from December 31, 1999 to March 31, 2000 as the result of
foreclosing on 3 properties and disposing of one property in the period. The
accrual of interest has been discontinued on loans totaling $144,000 as of March
31, 2000 representing .1% of total loans compared to $49,000 at December 31,
1999. Unrecorded income on nonaccrual loans for the first quarter of 2000 was
approximately $4,000. Non-accrual loans at March 31, 2000 are classified as:
real estate, $139,000 and unsecured loans, $5,000.
Pinnacle continues to maintain a concentration of core deposits from
an established customer base which provides a stable funding source. Deposits
increased $16.2 million (7.4%) to $234.5 million at March 31, 2000 from $218.3
million at December 31, 1999, due primarily to unusual decreases in deposit
balances by a few large customers at the end of calender year 1999. These
deposits largely returned to the Bank in January and February 2000. This
activity combined with growth resulting from continued economic expansion in
Northeast Georgia and more competitive pricing of deposit products resulted in
the growth of the first quarter of 2000. Non-interest bearing deposits increased
$2.7 million to $44.4 million from December 31, 1999. Interest bearing deposits
increased $13.5 million for the three months ended March 31, 2000.
As indicated above, Bank management actively manages its liquidity
position and has obtained several sources of both secured and unsecured borrowed
funds. These sources have allowed the bank to invest a higher percentage of its
funds in loans and investment securities that earn a higher yield than overnight
investments. The Bank has continued to use both Federal Funds borrowed and FHLB
advances to meet short term liquidity needs. The bank repaid all $7.5 million of
the short term FHLB advances that existed as of December 31, 1999 and
subsequently borrowed another $1 million. Pinnacle had no federal funds
purchased as of March 31, 2000 but averaged approximately $700,000 outstanding
in such borrowings during the first quarter of 2000. The Bank anticipates
continued use of these sources of funds to enhance its earnings while continuing
to monitor the maturities and interest rate risk of interest-bearing assets and
liabilities.
Shareholders' equity increased $139,000 to $38.6 million at March
31, 2000 from $38.5 million at December 31, 1999. Net earnings retained during
the three months amounted to $307,000 while equity decreased $168,000 as a
result of an increase in net unrealized losses on securities available for sale.
Dividends declared and paid increased by $38,400, from $.55 per share to $.60
per share, in the first quarter of 2000 compared to the same period in 1999.
Additionally, $1.5 million of dividends declared in December 1999 (reflected in
other liabilities in the December 1999 balance sheet) were paid in January 2000.
Pinnacle continues to maintain adequate capital ratios (see "Risk
Based Capital Ratios" and "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 three months
of 2000, compared to 15.3% for the year ended December 31, 1999.
7
<PAGE>
Management is not aware of any trends, events or uncertainties that
are reasonably likely to have a material effect on the registrant's 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
- ---------------------
Pinnacle's operating results depend primarily on the earnings of the
Bank. Its earnings depend to a large degree on net interest income, the
difference between the interest income received from investments (such as loans,
investment securities, federal funds sold, etc.) and the interest expense paid
on deposits and borrowings.
Interest income on interest bearing assets increased by $387,000
from the same quarter in 1999 as an increase in average yield from 8.2% to 8.5%
combined with an increase in average earning assets of almost $10 million to
enhance the revenues of Pinnacle. The increase in yield reflects the impact of a
general increase in interest rates during the year as well as a change in mix of
the assets of the Bank. As indicated above, the Bank invested significantly more
funds in higher yielding loans and less in low rate Federal Funds sold in the
first quarter of 2000 as compared to 1999. Interest expense increased by
$152,000 from the same quarter of 1999 as a result of increased deposits,
increased borrowings, and higher interest rates paid on deposits, particularly
certificates of deposit. The average cost of funds for the first quarters of
2000 and 1999 were 3.5% and 3.4%, respectively. The Bank's cost of funds has
increased in recent months and is expected to continue to increase in the near
term as a result of increases in short term interest rates. Net interest income
in the three months ended March 31, 2000 increased $236,000, or 7.6% as compared
to the same period for the previous year. Management continues to match rate
sensitive assets with rate sensitive liabilities in such a way that net interest
margins have increased from the same period in the prior year.
The provision for credit losses is the charge to operating expenses
that management believes is necessary to fund the allowance for credit losses.
The provision reflects management's estimate of potential loan losses and the
creation of an allowance adequate to absorb losses inherent in the portfolio.
Pinnacle provided $90,000 and $75,000 for loan losses in the quarters ended
March 31, 2000 and 1999, respectively. The increased provision in 2000 is
largely the result of the increase in the loan portfolio during the period.
Other income declined by $62,000 during the first quarter of 2000 as
compared to 1999. This decline is attributed to declines in mortgage loan
originations caused by higher mortgage interest rates; the income on this
origination activity declined by $90,000 in the current quarter from 1999. This
decline was somewhat offset by increases in other miscellaneous sources of
revenue.
8
<PAGE>
Other expenses for Pinnacle increased by $751,000 to $2.7 million
during the three months ended March 31, 2000 compared to $1.9 for the same
period in 1999. The majority of the increase in operating expenses reflects two
nonrecurring charges recognized by Pinnacle. The first item relates to the
retirement of the Bank's president that was announced in the first quarter of
2000. The Company recognized the expected payments to be made under the terms of
an employment security agreement between the former president and the Bank as
compensation expense in the amount of $237,000. Payments under the agreement
will result in charges to the established liability account and will not have an
impact on future earnings. The second charge is the result of an unfavorable
ruling in a lawsuit disclosed in previous filings. The court granted Capital
Resource Funding ("CRF") a motion for summary judgement on its claim regarding
unlawful conversion of assets. While the court did not rule on the issue of
damages, Pinnacle recorded an estimate of the expected loss. In May 2000,
Pinnacle has reached a tentative agreement with CRF and has agreed to pay
approximately $325,000, the amount of the established liability. Other increases
in expenses during the period included normal increases in compensation and
related expenses, increased occupancy expenses, and increased professional
services.
Pinnacle's income tax expense decreased $177,000 for the quarter
compared to the same period in the previous year as a result of decreased
taxable income. The effective income tax rate during the quarter of 33.0% is
higher than the 32.0% in 1999 primarily as a result of higher state income taxes
due to lower tax exempt security income.
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 March 31, 2000 was
$0.8 million and represents annualized returns of 8.0% on average shareholders'
equity and 1.1% on average assets. Comparable amounts during the same period of
1999 were $1.2 million, 11.6% and 1.8%, respectively.
Year 2000
- ---------
The Bank did not experience any material disruptions in its
operations or activities as a result of the so-called "Year 2000" problem. The
Bank did not incur material expenses in correcting perceived or suspected Year
2000 problems. In addition, the Bank is not aware that any of its suppliers or
customers has experienced any material disruptions in their operations or
activities. The Bank does not expect to encounter any such problems in the
foreseeable future, although it continues to monitor its computer operations for
signs or indications of such problem.
9
<PAGE>
The following tables present Pinnacle's regulatory capital position at March 31,
2000:
(Rounded to the nearest thousand)
<TABLE>
<CAPTION>
<S> <C> <C>
Total Risk Adjusted Assets $184,050
Risk Based Capital Ratios:
TIER 1 CAPITAL
Common stock $ 7,680 4.17%
Surplus 7,280 3.96%
Retained Earnings 25,367 13.78%
-------- --------
Total Tier 1 capital 40,327 21.91%
Tier 1 minimum requirement 7,362 4.00%
-------- --------
Excess (shortfall) $ 32,965 17.91%
======== ========
TIER 2 CAPITAL
Tier 1 from above $ 40,327 21.91%
Allowance for loan losses, limited to 1.25%
of risk weighted assets 2,169 1.25%
-------- --------
Total Tier 2 capital 42,496 23.16%
Tier 2 minimum requirement 14,724 8.00%
-------- --------
Excess (shortfall) $ 27,772 15.16%
======== ========
LEVERAGE RATIO
Tier 1 capital $ 40,327 14.44%
Minimum requirement 11,172 4.00%
-------- --------
Excess (shortfall) $ 29,155 10.44%
======== ========
Average total assets, net of goodwill $279,300
========
</TABLE>
10
<PAGE>
PINNACLE FINANCIAL CORPORATION
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Pinnacle Bank, N.A. is a defendant in a lawsuit brought by Capital
Resource Funding in U.S. District Court for the Middle District of Georgia,
filed in March 1997, File No. 3;97-C-116 (HL) that alleges unlawful conversion
of assets and seeks damages of $270,000 plus interest, attorney's fees, and
punitive damages. The Court has granted CRF's motion for summary judgement and
Pinnacle has recorded its estimate of the ultimate loss. In May 2000, the two
parties reached a tentative settlement and Pinnacle agreed to pay approximately
$325,000, the amount of the established liability. Legal costs are being
expensed as incurred.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On March 14, 2000 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 **
L. Jackson McConnell, Jr. Steve Williams
Robert H. Hardy ** H. Thomas Brown
Robert E. Lee, III** J. Daniel McAvoy
Don C. Fortson
668,745 Shares (87% of eligible shares) were cast. The ** symbol
after a director's name indicates that 1,248 shares (less than 1%) voted in
opposition to their election. The *** symbol after a director's name indicates
that 4,448 votes (less than 1%) voted in opposition to his election. All others
received favorable votes on all ballots cast. There were no broker non-votes
cast.
ITEM 27. EXHIBITS AND REPORTS ON FORM 8-K
Exhibit 27 - Financial Data Schedule (for SEC use only).
11
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
PINNACLE FINANCIAL CORPORATION
Date: May 10, 2000 By: /s/ L. Jackson McConnell
------------ ------------------------
L. Jackson McConnell
Chairman and Chief Executive Officer
(Principal Executive Officer)
Date: May 10, 2000 By: /s/ L. Jackson McConnell, Jr.
------------ -----------------------------
L. Jackson McConnell, Jr.
President
12
<TABLE> <S> <C>
<ARTICLE> 9
<CIK> 0000910678
<NAME> PINNACLE FINANCIAL CORPORATION
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 9,282,127
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 2,180,000
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 95,719,244
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 162,344,589
<ALLOWANCE> 2,169,186
<TOTAL-ASSETS> 281,698,083
<DEPOSITS> 234,503,413
<SHORT-TERM> 0
<LIABILITIES-OTHER> 8,594,946
<LONG-TERM> 0
0
0
<COMMON> 7,680,000
<OTHER-SE> 30,919,724
<TOTAL-LIABILITIES-AND-EQUITY> 281,698,083
<INTEREST-LOAN> 3,937,948
<INTEREST-INVEST> 1,461,954
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 5,399,902
<INTEREST-DEPOSIT> 1,938,409
<INTEREST-EXPENSE> 2,041,500
<INTEREST-INCOME-NET> 3,358,402
<LOAN-LOSSES> 90,000
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 2,655,327
<INCOME-PRETAX> 1,147,792
<INCOME-PRE-EXTRAORDINARY> 767,792
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 767,792
<EPS-BASIC> 1.00
<EPS-DILUTED> 1.00
<YIELD-ACTUAL> 8.1
<LOANS-NON> 144,000
<LOANS-PAST> 181,927
<LOANS-TROUBLED> 186,879
<LOANS-PROBLEM> 635,692
<ALLOWANCE-OPEN> 2,113,735
<CHARGE-OFFS> 107,936
<RECOVERIES> 73,387
<ALLOWANCE-CLOSE> 2,169,186
<ALLOWANCE-DOMESTIC> 495,000
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 1,674,186
</TABLE>
