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PNFP > SEC Filings for PNFP > Form 8-K on 16-Jul-2014All Recent SEC Filings




Results of Operations and Financial Condition, Regulation FD Disc

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 15, 2014. 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 and six months ended June 30, 2014.

The press release contains non-GAAP noninterest expense for the three and six months ended each of June 30, 2014, December 31, 2013 and June 30, 2013, as well as the ratio of noninterest expense to average assets, in each case excluding the impact of expenses related to other real estate owned.

The press release also contains certain non-GAAP capital ratios and discloses the Company's return on average tangible common equity. These non-GAAP financial measures 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, and other real estate owned expenses and FHLB restructuring charges each 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 for 2014 versus the comparable periods in 2013 and to internally prepared projections.

Item 7.01. Regulation FD Disclosure

On July 15, 2014, the Company issued a press release announcing the declaration of a quarterly dividend of $.08 per share. The dividend is payable on August 29, 2014, to shareholders of record as of the close of business on August 8, 2014.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Press release issued by Pinnacle Financial Partners, Inc. dated July 15, 2014.

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