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 Act of 1934
Date
of
Report (Date of earliest event reported) April 24, 2006
 ,
Inc. |
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(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 or organization)
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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)
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(615)
744-3700
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Registrant’s
telephone number, including area
code
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N/A
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(Former
name or former address, if changed since last
report)
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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
140.14a-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
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 net earnings, non-GAAP EPS, and certain non-GAAP performance ratios
for
the quarter ended March 31, 2006, in each case excluding merger related
expenses. The Company is also disclosing the range of its projected earnings
per
share diluted for the second quarter of 2006 and the 2006 fiscal year excluding
anticipated merger related expenses and its projected earnings per share diluted
for the 2006 fiscal year excluding anticipated stock compensation expenses
associated with its merger with Cavalry Bancorp, Inc., a Tennessee corporation,
("Cavalry") consummated 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. The Company included non-GAAP net earnings, non-GAAP EPS and
non-GAAP performance ratios because it believes that these measures more
accurately reflect the Company’s operating performance for the 2006 first
quarter when compared to the same periods in 2005 and to provide investors
with
additional information to evaluate the Company’s past financial results and
ongoing operational performance.
The
Company's management utilizes this non-GAAP financial information to compare
the
Company's operating performance versus the comparable periods in 2005 and will
utilize non-GAAP earnings per share diluted for the 2006 fiscal year excluding
the anticipated merger related expenses in calculating whether or not the
Company met the performance targets of its 2006 Annual Cash Incentive
Plan
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
Exhibit
Number Description
99.1 Press
Release issued by Pinnacle Financial Partners, Inc. dated April 24,
2006.
2
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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Date:
April 25, 2006
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PINNACLE
FINANCIAL PARTNERS, INC.
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By:
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/s/
M. Terry Turner
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M.
Terry Turner
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President
and
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Chief
Executive Officer
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3
EXHIBIT
INDEX
Exhibit
Number Description
99.1 Press
Release issued by Pinnacle Financial Partners, Inc. dated April 24,
2006.
4