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): October 17, 2006
 ,
INC. |
|||
|
(Exact
name of registrant as specified in charter)
|
|||
|
Tennessee
|
000-31225
|
62-1812853
|
|
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File
Number)
|
(I.R.S.
Employer
Identification
No.)
|
|
|
211
Commerce Street, Suite 300, Nashville, Tennessee
|
37201
|
||
|
(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 (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 October 17, 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 nine months ended September
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 nine months ended September 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 2006 fiscal year excluding
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 third quarter and nine
months ended September 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
fiscal year excluding 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 merger related expenses associated with the Cavalry merger, with
the projected performance for the 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 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 October 17,
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.
|
PINNACLE
FINANCIAL PARTNERS, INC.
|
||
|
By:
|
/s/ Harold R. Carpenter | |
|
Harold
R. Carpenter
|
||
|
Executive
Vice President and
|
||
|
Chief
Financial Officer
|
Date: October
18, 2006
|
Exhibit
No.
|
Description
|
|
99.1
|
Press
release issued by Pinnacle Financial Partners, Inc. dated October
17,
2006
|