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 20, 2009. 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, 2009.
The press release furnished herewith as Exhibit 99.1 contains certain
non-GAAP performance measures and ratios for the three months ended March 31,
2009. The non-GAAP performance measures and ratios presented exclude the impact
of goodwill and core deposit intangibles associated with the Company's
acquisition of Mid-America Bancshares, Inc. and Cavalry Bancorp, Inc., which the
Company acquired on November 30, 2007 and March 15, 2006, respectively.
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's management utilizes this non-GAAP financial information to
compare the Company's operating performance versus the comparable periods in
2008 and to internally prepared projections.