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 20, 2010
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
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(Commission
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(I.R.S. Employer |
| of incorporation)
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File Number)
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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) |
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 (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))
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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 20, 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 six months ended June 30, 2010.
The press release furnished herewith as Exhibit 99.1 contains certain non-GAAP performance
measures and ratios for the three and six months ended June 30, 2010 and June 30, 2009. 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, for the fiscal quarters ended June 30, 2009 and June 30,
2010, non-GAAP noninterest income excluding the benefits associated with the net gain on the sale
of investment securities for the quarters ended June 30, 2009 and 2010.
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 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.