Equity method investment

12 Months Ended

Dec. 31, 2019

Equity Method Investments and Joint Ventures [Abstract]

Note 2. Equity Method Investment

On February 1, 2015, Pinnacle Bank acquired a 30% interest in Bankers Healthcare Group, LLC (BHG) for $75 million in cash. On March 1, 2016, Pinnacle Bank and Pinnacle Financial increased their investment in BHG by a combined 19%, for a total investment in BHG of 49%. The additional 19% interest was acquired pursuant to a purchase agreement whereby both Pinnacle Financial and Pinnacle Bank acquired 8.55% and an additional 10.45%, respectively, of the outstanding membership interests in BHG in exchange for $74.1 million in cash and 860,470 shares of Pinnacle Financial common stock valued at $39.9 million.

On March 1, 2016, Pinnacle Financial, Pinnacle Bank and the other members of BHG entered into an Amended and Restated Limited Liability Company Agreement of BHG that provides for, among other things, the following terms:

•the inability of any member of BHG to transfer its ownership interest in BHG without the consent of the other members of BHG until March 1, 2021, other than transfers to family members, trusts or affiliates of the transferring member, in connection with the acquisition of Pinnacle Financial or Pinnacle Bank or as a result of a change in applicable law that forces Pinnacle Financial and/or Pinnacle Bank to divest their ownership interests in BHG;

•the inability of the board of managers of BHG (of which Pinnacle Financial and Pinnacle Bank have the right to designate two of the five members (the Pinnacle Managers,) to approve a sale of BHG without the consent of one of the Pinnacle Managers until March 1, 2020;

•co-sale rights for Pinnacle Financial and Pinnacle Bank in the event the other members of BHG decide to sell all or a portion of their ownership interests and are permitted to do so pursuant to the Limited Liability Company Agreement; and

•a right of first refusal for BHG and the other members of BHG in the event that Pinnacle Financial and/or Pinnacle Bank

decide to sell all or a portion of their ownership interests and are permitted to do so pursuant to the Limited Liability Company Agreement, except in connection with a transfer of their ownership interests to an affiliate or in connection with the acquisition of Pinnacle Financial or Pinnacle Bank.

Pinnacle Financial accounts for this investment pursuant to the equity method for unconsolidated subsidiaries and will recognize its interest in BHG's profits and losses in noninterest income with corresponding adjustments to the BHG investment account. Because BHG has been determined to be a voting interest entity of which Pinnacle Financial and Pinnacle Bank together control less than a majority of the board seats following the closing of the additional investment in March 2016, this investment does not require consolidation and is accounted for pursuant to the equity method of accounting. Additionally, Pinnacle Financial did not recognize any goodwill or other intangible asset associated with these transactions as of the respective purchase dates, however, it will recognize accretion income and amortization expense associated with the fair value adjustments to the net assets acquired including the fair value of certain of BHG's liabilities which are recorded as a component of income from equity method investment, pursuant to the equity method of accounting.

At December 31, 2019, Pinnacle Financial has recorded technology, trade name and customer relationship intangibles, net of related amortization, of $8.8 million compared to $10.7 million as of December 31, 2018. Amortization expense of $1.9 million was included in Pinnacle Financial's results for the year ended December 31, 2019 compared to $2.8 million for 2018 and $3.3 million for 2017. Accretion income of $2.6 million was included in Pinnacle Financial's results for the year ended December 31, 2019, while $2.9 million of accretion income was recorded in 2018 and $3.1 million was recorded in 2017. Additionally, at December 31, 2019, Pinnacle Financial had recorded accretable discounts associated with certain liabilities of BHG of $4.8 million compared to $7.4 million as of December 31, 2018.

During the year ended December 31, 2019, Pinnacle Financial and Pinnacle Bank received dividends from BHG of $51.3 million in the aggregate, compared to $33.7 million during the year ended December 31, 2018 and $21.7 million during the year ended December 31, 2017. Earnings from BHG are included in Pinnacle Financial's consolidated tax return. Profits from intercompany transactions are eliminated.

Pinnacle Bank has a revolving line of credit for the benefit of BHG in the amount of $60.0 million. At December 31, 2019, the outstanding balance on the line was $10.0 million. The line accrues interest at LIBOR plus 225 basis points and is secured by all assets of BHG. The credit agreement contains covenants requiring BHG to maintain certain financial ratios and satisfy certain other affirmative and negative covenants. At December 31, 2019, BHG represented to Pinnacle Bank that it was in compliance, in all material respects, with these covenants.

BHG partners with third party lenders, including Pinnacle Bank, to facilitate loan originations as part of BHG’s alternative financing portfolio, whereby BHG acts as the marketing firm and refers loans to the third party lenders for funding. The third party lenders receive a fee for each loan funded and subsequently sold to BHG. These loans are ultimately sold through BHG's network of clients. During the years ended December 31, 2019, 2018 and 2017, respectively, BHG purchased $337.8 million, $129.8 million and $10.3 million of loans originated by Pinnacle Bank, respectively. During the years ended December 31, 2019, 2018 and 2017, respectively, Pinnacle Bank purchased no loans from BHG.

The following summary of BHG's financial position and results of operations as of and for the years ended December 31, 2019 and 2018, respectively, are presented as unaudited due to BHG's fiscal year end being September 30 (unaudited, in thousands):


Banker's Healthcare Group
	December 31, 2019		December 31, 2018
Assets	$	840,398	$	459,816

Liabilities	$	641,037	$	324,211
Equity interests	199,361		135,605
Total liabilities and equity	$	840,398	$	459,816


	For the year ended December 31,
	2019		2018		2017
Revenues	$	366,500	$	220,253	$	160,209
Net income, pre-tax	$	182,462	$	104,297	$	77,941