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 18, 2006
,
INC.
|
(Exact
name of registrant as specified in
charter)
|
Tennessee
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000-31225
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62-1812853
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(State
or other jurisdiction
of
incorporation)
|
(Commission
File
Number)
|
(I.R.S.
Employer
Identification
No.)
|
211
Commerce Street, Suite 300, Nashville, Tennessee
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37201
|
(Address
of principal executive offices)
|
(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):
¨ 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
18,
2006. The press release, which is furnished as Exhibit 99.1 hereto pursuant
to
Item 2.02 of Form 8-K, was to announce the Company's results of operations
for
the three and six months ended June 30, 2006.
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 three and six months ended June 30, 2006, in each case excluding
merger related expenses associated with its merger with Cavalry Bancorp,
Inc., a
Tennessee corporation ("Cavalry") on March 15, 2006 as well as with respect
to
certain non-GAAP performance ratios, goodwill and the core deposit intangible
associated with the Cavalry merger. The Company is also disclosing the range
of
its projected earnings per share diluted for the third quarter of 2006 and
the
2006 fiscal year excluding anticipated merger related expenses associated
with
its merger with Cavalry.
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 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 second quarter and six months ended June
30, 2006, when compared to the same period in 2005 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
presentation of
the Company’s projected earnings per share diluted for the 2006 third quarter
excluding the impact of merger related expenses and the Company's projected
earnings per share for the 2006 fiscal year excluding anticipated merger
related
expenses is included in the press release to provide investors with the
information the Company believes is necessary to compare the Company’s
performance during the 2005 fiscal year, without the impact of the anticipated
merger related expenses associated with the Cavalry merger, with the projected
performance for the 2006 third quarter and 2006 fiscal year when the Company
is
required to expense the merger related expenses associated with the Cavalry
merger.
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
99.1 Press
release issued by Pinnacle Financial Partners, Inc. dated July 18, 2006
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:
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/s/
Harold R. Carpenter |
|
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Harold
R. Carpenter
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Executive
Vice President and
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|
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Chief
Financial Officer
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Date: July
19, 2006
Exhibit
No.
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Description
|
|
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99.1
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Press
release issued by Pinnacle Financial Partners, Inc. dated
July 18, 2006
|