UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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 15, 2008
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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| 211 Commerce Street, Suite 300, Nashville, Tennessee
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37201 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s 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))
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 July 15, 2008. 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 six months ended June 30, 2008.
The press release furnished herewith as Exhibit 99.1 contains certain non-GAAP financial
measures as defined by Regulation G of the rules and regulations of the Securities and Exchange
Commission. To supplement the Company’s consolidated financial statements prepared on a GAAP basis,
the Company is disclosing non-GAAP earnings per share diluted, or EPS, and certain non-GAAP
performance measures and ratios for the three and six months ended
June 30, 2008, in each case excluding
merger related expenses associated with its merger with Mid-America Bancshares, Inc., a Tennessee
corporation (“Mid-America”), on November 30, 2007. In addition, the press release contains
non-GAAP projected EPS for the quarter ending September 30, 2008 and the fiscal year ending December 31,
2008, which excludes the impact of merger related expenses on the
Company’s projected 2008 third
quarter and full year EPS. The non-GAAP performance measures and ratios also are presented
excluding the impact of goodwill and core deposit intangibles associated with the Company’s
acquisition of Mid-America and Cavalry Bancorp, Inc., which the Company acquired on March 15, 2006.
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 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 also included
non-GAAP EPS and non-GAAP performance measures and ratios because it believes that these measures
more accurately reflect the Company’s operating performance for
the three and six months ended June 30, 2008
when compared to the same periods in 2007 and because it believes that the information provides
investors with additional information to evaluate the Company’s past financial results and ongoing
operational performance. The Company is presenting its projected third quarter and full year 2008
EPS exclusive of expected merger related expenses because it will allow investors to compare the
Company’s third quarter and full year 2007 earnings per share diluted to its currently estimated
earnings per share diluted for the third quarter and full year 2008 by excluding costs that are
not expected to be recurring and that are not related to the Company’s core business operations.
The Company’s management utilizes this non-GAAP financial information to compare the Company’s
operating performance versus the comparable periods in 2007 and
utilizes non-GAAP earnings per
share diluted for the 2008 fiscal year excluding the anticipated merger related expenses in
establishing the performance targets of its 2008 Annual Cash
Incentive Plan and determining whether the Company has achieved those
targets.