Exhibit 99.1
PRESS RELEASE
FOR IMMEDIATE RELEASE – OCTOBER 19, 2007 (4:00 p.m. Central Time)
MID-AMERICA BANCSHARES, INC.
2019 Richard Jones Road
Nashville, Tennessee 37215
Contact: Jason K. West, Executive Vice President and Chief Financial Officer (615.690.5870)
MID-AMERICA BANCSHARES, INC., NASHVILLE, TENNESSEE,
ANNOUNCES THIRD QUARTER 2007 EARNINGS INCREASE
Nashville, Tennessee, October 19, 2007- Mid-America Bancshares, Inc., the parent company of Bank of the South and PrimeTrust Bank, today reported earnings of $1,762,000 for the third quarter 2007, compared to $765,000 for the same quarter in 2006. Third quarter fully diluted earnings per share of $0.12 were up 50 percent from third quarter 2006 fully diluted earnings per share of $0.08.
On a combined basis, Bank of the South and PrimeTrust showed strong growth in deposits and loans. Total assets increased $123 million or 12.7 percent on an annualized basis to $1.09 billion for the first nine months of 2007. Loans, net of allowance for loan losses, increased $131 million, or 25 percent on an annualized basis, since year-end 2006. Total deposits increased $70 million, for the first nine months of 2007 or 11.3 percent on an annualized basis. As to the third quarter of 2007, loans increased $52.6 million while deposit growth remained flat. “Our results for the third quarter of 2007 continue to be exemplary,” said Gary L. Scott, Mid-America chairman and chief executive officer. “We continue to experience substantial asset and deposit growth, which has enabled us to achieve our earnings objectives. Our flat deposit growth during the third quarter is a direct result of the strong, above-average deposit growth we experienced for the first two quarters of the year. We continue to remain well ahead of our targeted asset growth for 2007.”
David Major, Mid-America’s president said, “Our credit quality was exceptional once again this quarter. Annualized net charge-offs as a percentage of average loans equaled 0.09% for the nine months ended Sept. 30, 2007. Nonperforming assets were only 0.30% of total loans and other real estate as of Sept. 30, 2007.”
On Aug. 15, 2007, Mid-America announced its in-market acquisition by Nashville-based Pinnacle Financial Partners. Pinnacle is a $2.368 billion financial services firm with 19 offices in highly attractive trade areas in the Nashville-Davidson-Murfreesboro-Franklin Metropolitan Statistical Area (MSA) and Knoxville MSA. The transaction is expected to close prior to year-end 2007, subject to receipt of required shareholder and regulatory approval. Once complete and based on recently released FDIC deposit market share information, the combined company will be the largest locally owned bank and the fourth largest banking franchise in the Nashville-Davidson-Murfreesboro-Franklin MSA with a combined 8.72 percent market share. The three banks with greater market share are Regions, Suntrust and Bank of America all of whom experienced significant deposit market share loss in the Nashville MSA during the last year according to the FDIC deposit market share information.
“We continue to be excited on the progress of our acquisition by Pinnacle,” Scott said. “The merger integration plan is progressing as scheduled, and we look forward to the expanded services it will bring to Mid-America’s clients.”
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Mid-America was formed in 2006 to serve as the two-bank holding company for Bank of the South and PrimeTrust Bank. The company operates 15 offices in Middle Tennessee.
Included with this press release is a copy of the Company’s unaudited balance sheet and income statement for the periods indicated. This unaudited information should be read in conjunction with the notes to the consolidated financial statements presented in the Company’s December 31, 2006 annual report on Form 10-K that was filed with the Securities and Exchange Commission on March 15, 2007 (the “2006 10-K”).
Certain of the statements in this release may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The words “expect,” “anticipate,” “intend,” “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. All forward-looking statements are subject to risks, uncertainties and other facts that may cause the actual results, performance or achievements of Mid-America to differ materially from any results expressed or implied by such forward-looking statements. Such factors include, without limitation, (i) unanticipated deterioration in the financial condition of borrowers resulting in significant increases in loan losses and provisions for those losses, (ii) the inability of Mid-America to continue to grow its loan portfolio at historic rates in the Nashville-Davidson-Murfreesboro-Franklin MSA, (iii) increased competition with other financial institutions, (iv) lack of sustained growth in the economy in the Nashville-Davidson-Murfreesboro-Franklin, (v) rapid fluctuations or unanticipated changes in interest rates, (vi) changes in the legislative and regulatory environment. Additionally, risk factors exist in connection with Mid-America’s proposed merger with Pinnacle including , among others, (1) the risk that the cost savings and any revenue synergies from the merger may not be realized or take longer than anticipated, (2) disruption from the merger with customers, suppliers or employee relationships, (3) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, (4) the risk of successful integration of the two companies’ businesses, (5) the failure of Mid-America’s or Pinnacle’s shareholders to approve the merger, (6) the amount of the costs, fees, expenses and charges related to the merger, and (7) the ability to obtain required governmental approvals of the proposed terms of the merger and anticipated schedule. Many of such factors are beyond Mid-America’s ability to control or predict, and readers are cautioned not to put undue reliance on such forward-looking statements. Mid-America disclaims any obligation to update or revise any forward-looking statements contained in this release, whether as a result of new information, future events or otherwise.
Additional Information About Mid-America’s Proposed Merger with Pinnacle and Where to Find It
In connection with the proposed merger, Pinnacle Financial Partners, Inc. and Mid-America Bancshares, Inc. have filed a joint proxy statement/prospectus with the Securities and Exchange Commission. This joint proxy statement/prospectus is part of a Registration Statement on Form S-4 of Pinnacle that was declared effective on October 12, 2007. INVESTORS AND SECURITY HOLDERS ARE ENCOURAGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IN CONNECTION WITH THE PROPOSED TRANSACTION BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT PINNACLE, MID-AMERICA AND THE PROPOSED TRANSACTION.
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Investors and security holders may obtain free copies of these documents through the website maintained by the Securities and Exchange Commission at http://www.sec.gov. Free copies of the joint proxy statement/prospectus also may be obtained by directing a request by telephone or mail to Pinnacle Financial Partners Inc., 211 Commerce Street, Suite 300, Nashville, TN 37201, Attention: Investor Relations (615) 744-3710 or Mid-America Bancshares, Inc., 7651 Highway 70, South, Nashville, TN 37221 Attention: Investor Relations (615) 646-4556.
Participants in the Solicitation
The directors and executive officers of Pinnacle and Mid-America may be deemed to be participants in the solicitation of proxies with respect to the proposed transaction. Information about Pinnacle’s directors and executive officers is contained in the proxy statement filed by Pinnacle with the Securities and Exchange Commission on March 15, 2007, which is available on Pinnacle’s web site (www.pnfp.com) and at the address provided above. Information about Mid-America’s directors and executive officers is contained in the proxy statement filed by Mid-America with the Securities and Exchange Commission on April 2, 2007 which is available on Mid-America’s website (www.mid-americabancsharesinc.com) and at the address provided above. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests by security holding or otherwise, is or will be contained in the joint proxy statement/prospectus and other relevant material filed or to be filed with the Securities and Exchange Commission. These documents will be available to investors free of charge on the Securities and Exchange Commission’s website at the above address.
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Mid-America Bancshares Inc.,
Consolidated Balance Sheet
| | | | | | | | |
| | (Unaudited) | | | (Audited) | |
| | September 30, 2007 | | | December 31, 2006 | |
ASSETS | | | | | | | | |
Loans | | | 826,019 | | | | 694,444 | |
Allowance for loss | | | (8,695 | ) | | | (7,754 | ) |
| | | | | | |
Net Loans | | | 817,324 | | | | 686,690 | |
| | | | | | | | |
Investment Securities: | | | | | | | | |
Held-to-maturity | | | 9,741 | | | | 9,740 | |
Available for sale | | | 172,582 | | | | 169,391 | |
Unrealized loss | | | (2,038 | ) | | | (996 | ) |
| | | | | | |
Total Investment securities | | | 180,285 | | | | 178,135 | |
Restricted equity securities | | | 2,621 | | | | 2,174 | |
Interest-bearing deposits in financial institutions | | | 2,495 | | | | 2,559 | |
Loans held for sale | | | 5,431 | | | | 5,190 | |
Fed Funds Sold | | | — | | | | 7,145 | |
| | | | | | |
Total Earning Assets | | | 1,008,156 | | | | 881,893 | |
| | | | | | | | |
Cash and due froms | | | 18,850 | | | | 20,728 | |
Bank premises & equipment, net of depreciation | | | 31,530 | | | | 32,626 | |
Accrued interest receivable | | | 6,348 | | | | 5,505 | |
Other Real Estate | | | 482 | | | | 185 | |
Intangible assets, net | | | 4,115 | | | | 4,714 | |
Goodwill | | | 19,147 | | | | 19,147 | |
Other assets | | | 2,190 | | | | 3,173 | |
| | | | | | |
Total Assets | | | 1,090,818 | | | | 967,971 | |
| | | | | | |
| | | | | | | | |
LIABILITIES | | | | | | | | |
Deposits | | | 903,948 | | | | 823,755 | |
Securities sold under agreements to repurchase | | | 19,713 | | | | 11,353 | |
Federal Funds Purchased | | | 8,903 | | | | 5,095 | |
FHLB Borrowing | | | 36,809 | | | | 15,747 | |
Deferred tax liability | | | 707 | | | | 1,153 | |
Line of Credit | | | 7,500 | | | | 2,000 | |
Accrued interest & other liabilities | | | 5,525 | | | | 5,928 | |
| | | | | | |
Total Liabilities | | | 983,105 | | | | 865,031 | |
| | | | | | | | |
STOCKHOLDER’S EQUITY | | | | | | | | |
Common stock | | | 13,995 | | | | 13,923 | |
APIC | | | 88,161 | | | | 87,666 | |
Retained earnings | | | 6,815 | | | | 1,966 | |
Unreal. gain\loss on AFS | | | (1,258 | ) | | | (615 | ) |
Total Equity | | | 107,713 | | | | 102,940 | |
| | | | | | |
Total Liabilities & Equity | | | 1,090,818 | | | | 967,971 | |
| | | | | | |
See notes to the Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K as filed with the SEC on March 15, 2007.
Quarterly results will be subject to customary adjustments and may not be indicative of results to be anticipated for the entire year.
Mid-America Bancshares Inc.,
Consolidated Income Statement
(Unaudited)
| | | | | | | | |
| | 3 months ended | | | 9 months ended | |
| | September 30, 2007 | | | September 30, 2007 | |
Interest Income | | | | | | | | |
Interest and fees on loans | | | 16,370 | | | | 46,276 | |
Interest on loans held for sale | | | 55 | | | | 172 | |
Interest and dividends on taxable securities | | | 1,705 | | | | 5,111 | |
Interest and dividends on tax exempt securities | | | 516 | | | | 1,434 | |
Interest and dividends on restricted equity securities | | | 40 | | | | 110 | |
Interest on fed funds sold | | | 100 | | | | 667 | |
Interest on interest bearing deposits in financial institutions | | | 28 | | | | 84 | |
Other interest income | | | 2 | | | | 9 | |
| | | | | | |
Total Interest Income | | | 18,816 | | | | 53,863 | |
| | | | | | | | |
Interest Expense | | | | | | | | |
Interest on NOWs | | | 879 | | | | 2,651 | |
Interest on money market and savings accounts | | | 1,488 | | | | 4,259 | |
Interest on CDs over $100,000 | | | 4,251 | | | | 12,520 | |
Interest on CDs-Other | | | 2,805 | | | | 8,311 | |
Interest on securities sold under repurchase agreements | | | 212 | | | | 491 | |
Interest on FHLB advances | | | 398 | | | | 982 | |
Interest on other borrowed funds and Fed Funds purchased | | | 138 | | | | 294 | |
| | | | | | |
Total Interest Expense | | | 10,171 | | | | 29,508 | |
Net Interest Income before provision | | | 8,645 | | | | 24,355 | |
Provision for possible loan loss | | | (632 | ) | | | (1,232 | ) |
| | | | | | |
Net Interest Income after Provision for possible loan loss | | | 8,013 | | | | 23,123 | |
| | | | | | |
| | | | | | | | |
Other Income | | | | | | | | |
Service charges on deposit accounts | | | 612 | | | | 1,748 | |
Investment banking fees and other commissions, net | | | 471 | | | | 1,341 | |
Mortgage broker fees and fees on mortgage loan originations | | | 496 | | | | 1,728 | |
Gain on sale of SBA loans | | | 30 | | | | 69 | |
Title Company Income | | | 47 | | | | 187 | |
Other fees & commissions | | | 240 | | | | 783 | |
| | | | | | |
Total Other Income | | | 1,896 | | | | 5,856 | |
| | | | | | | | |
Other Expense | | | | | | | | |
Salaries and employee benefits | | | 4,055 | | | | 12,424 | |
Occupancy expenses, net | | | 619 | | | | 1,861 | |
Furniture and equipment expense | | | 538 | | | | 1,592 | |
Data processing expense | | | 436 | | | | 1,278 | |
Advertising and marketing | | | 89 | | | | 253 | |
Printing, postage, stationary and supplies expense | | | 166 | | | | 502 | |
Amortization of intangible assets | | | 195 | | | | 599 | |
Loss on sale of investment securities | | | 33 | | | | 33 | |
Losses and expenses related to Other Real Estate | | | 6 | | | | 7 | |
Other operating expense | | | 1,089 | | | | 3,181 | |
| | | | | | |
Total Non-Interest Expenses | | | 7,226 | | | | 21,730 | |
| | | | | | |
Earnings before Income Taxes | | | 2,683 | | | | 7,249 | |
| | | | | | |
Income taxes (benefit) | | | 891 | | | | 2,401 | |
| �� | | | | | |
Net Earnings | | | 1,792 | | | | 4,848 | |
| | | | | | |
See notes to the Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K as filed with the SEC on March 15, 2007.
Quarterly results will be subject to customary adjustments and may not be indicative of results to be anticipated for the entire year.