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): January 17, 2008
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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| 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) |
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):
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 January 17, 2008.
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 and fiscal year ended December
31, 2007.
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 EPS and certain non-GAAP performance ratios for the three months
and fiscal year ended December 31, 2007, in each case excluding merger related expenses associated
with its merger with Mid-America Bancshares, Inc., a Tennessee corporation (“Mid-America”), on
November 30, 2007.
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 EPS and non-GAAP performance ratios because it believes that these measures more
accurately reflect the Company’s operating performance for the 2007 fourth quarter and 2007 fiscal
year when compared to the same period in 2006 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 Company’s management utilizes this non-GAAP financial information to compare the Company’s
operating performance versus the comparable periods in 2006 and will utilize non-GAAP earnings per
share diluted for the 2007 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.