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): April 18, 2011
PINNACLE FINANCIAL PARTNERS, INC.
(Exact name of registrant as specified in charter)
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| Tennessee | | 000-31225 | | 62-1812853 |
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(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (I.R.S. Employer
Identification No.) |
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| 150 Third Avenue South, Suite 900, Nashville, Tennessee | | 37201 |
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| (Address of principal executive offices) | | (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 (seeGeneral Instruction A.2. below):
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| o | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| 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. | | 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 April 18, 2011. 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 months ended March 31, 2011.
The press release contains for the three months ended March 31, 2011, March 31, 2010 and December 31, 2010, non-GAAP noninterest expense excluding the impact of other real estate expenses. The press release also contains for the three months ended March 31, 2011 and March 31, 2010, a non-GAAP ratio of tangible common stockholders’ equity to tangible assets.
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 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 for the first three months of 2011 versus the comparable period in 2010 and to internally prepared projections.
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| Item 9.01 | | Financial Statements and Exhibits. |
| | (d) | | Exhibits |
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| | 99.1 | | Press release issued by Pinnacle Financial Partners, Inc. dated April 18, 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 | |
| | | Name: | Harold R. Carpenter | |
| | | Title: | Executive Vice President and
Chief Financial Officer | |
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Date: April 19, 2011
EXHIBIT INDEX
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| Exhibit No. | | Description |
| | 99.1 | | | Press release issued by Pinnacle Financial Partners, Inc. dated April 18, 2011 |
