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): October 19, 2010
PINNACLE FINANCIAL PARTNERS, INC.
(Exact name of registrant as specified in its 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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(IRS Employer Identification No.) |
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150 Third Avenue South, Suite 900,
Nashville, Tennessee
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37201 |
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(Zip Code) |
Registrant’s telephone number, including area code: (615) 744-3700
N/A
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02. 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 October 19, 2010.
The press release, which is furnished as Exhibit 99.1 hereto pursuant to Item 2.02 of Form 8-K,
announced the Company’s results of operations for the three and nine months ended September 30,
2010.
The press release furnished herewith as Exhibit 99.1 contains certain non-GAAP
performance measures and ratios for the three and nine months ended September 30, 2010 and
September 30, 2009 and the three months ended June 30, 2010. The non-GAAP performance measures and
ratios presented exclude the impact of goodwill and core deposit intangibles associated with the
Company’s acquisition of Mid-America Bancshares, Inc. and Cavalry Bancorp, Inc., which the Company
acquired on November 30, 2007 and March 15, 2006, respectively, and the preferred stock issued to
the U.S. Department of the Treasury under the Capital Purchase Program of the Troubled Asset Relief
Program.
The press release also contains non-GAAP noninterest income excluding the benefits
associated with the net gain on the sale of investment securities for the quarter ended June 30,
2010, and also contains, for the fiscal quarters ended September 30, 2009 and September 30, 2010,
non-GAAP noninterest expense excluding the impact of other real estate expenses.
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 the net
gain on sale of investment securities and other real estate owned expenses each vary extensively
from company to company, the Company believes that the presentation of this information allows
investors to more easily compare the Company’s results to the results of other companies.
The Company’s management utilizes this non-GAAP financial information to compare the
Company’s operating performance in 2010 versus the comparable periods in 2009 and to internally
prepared projections.