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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 19, 2011
PINNACLE FINANCIAL PARTNERS, INC.
(Exact name of registrant as specified in charter)
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Tennessee
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000-31225
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62-1812853 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.) |
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150 Third Avenue South, Suite 900, Nashville, Tennessee
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37201 |
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(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code: ( 615) 744-3700
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
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Item 2.02. |
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Results of Operations and Financial Condition. |
This Current Report on Form 8-K is being furnished to disclose the press release issued by
Pinnacle Financial Partners, Inc., a Tennessee corporation (the Company), on July 19, 2011. The
press release, which is furnished as Exhibit 99.1 hereto pursuant to Item 2.02 of Form 8-K,
announced the Companys results of operations for the three and six months ended June 30, 2011.
The press release contains for the most recently completed six quarters, non-GAAP noninterest
expense excluding the impact of other real estate expenses and non-GAAP ratios of tangible common
stockholders equity to tangible assets, return on tangible equity and return on tangible common
equity.
The presentation of this non-GAAP financial information is not intended to be considered in
isolation or as a substitute for any measure prepared in accordance with GAAP. Because non-GAAP
financial measures presented in the press release are not measurements determined in accordance
with GAAP and are susceptible to varying calculations, these non-GAAP financial measures, as
presented, may not be comparable to other similarly titled measures presented by other companies.
The Company believes that these non-GAAP financial measures facilitate making period-to-period
comparisons and are meaningful indications of its operating performance. In addition, because
intangible assets such as goodwill and the core deposit intangible and other real estate owned
expenses vary extensively from company to company, the Company believes that the presentation of
this information allows investors to more easily compare the Companys results to the results of
other companies.
The Companys management utilizes this non-GAAP financial information to compare the Companys
operating performance for 2011 versus the comparable periods in 2010 and to internally prepared
projections.
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Item 9.01 |
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Financial Statements and Exhibits. |
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(d) |
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Exhibits |
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99.1 |
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Press release issued by Pinnacle Financial Partners, Inc. dated July 19, 2011. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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PINNACLE FINANCIAL PARTNERS, INC.
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By: |
/s/ Harold R. Carpenter |
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Name: |
Harold R. Carpenter |
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Date: July 20, 2011 |
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Title: |
Executive Vice President and
Chief Financial Officer |
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EXHIBIT INDEX
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Exhibit No. |
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Description |
99.1
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Press release issued by Pinnacle Financial Partners, Inc. dated July 19, 2011 |