<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended September 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from to
Pinnacle Financial Partners, Inc.
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(Exact name of registrant as specified in its charter)
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Tennessee 6711 62-1812853
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(State of jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification No.)
incorporation or organization) Classification Code Number)
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211 Commerce Street, Suite 300, Nashville, Tennessee 37201
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(Address of principal executive offices)
(615) 744-3700
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(Issuer's telephone number)
Not Applicable
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(Former name, former address
and former fiscal year,
if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
YES [XX] NO [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:
1,910,000 shares of common stock, $1.00 par value per share, issued and
outstanding as of November 13, 2000.
Transitional Small Business Disclosure Format (check one): YES [ ] NO [X]
<PAGE> 2
TABLE OF CONTENTS
PART I:
Item 1. Financial Statements.
Item 2. Management's Discussion and Analysis and Plan of Operations.
PART II:
Item 1. Legal Proceedings.
Item 2. Change in Securities and Use of Proceeds.
Item 3. Defaults Upon Senior Securities.
Item 4. Submission of Matters to a Vote of Security Holders.
Item 5. Other Information.
Item 6. Exhibits and Reports on Form 8-K.
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<PAGE> 3
PINNACLE FINANCIAL PARTNERS, INC.
(A COMPANY IN THE DEVELOPMENT STAGE)
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The financial statements of Pinnacle Financial Partners, Inc. (the "Company")
are set forth in the following pages:
INDEX TO FINANCIAL STATEMENTS
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Page
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Balance Sheets as of March 31, 2000 and September 30, 2000 (unaudited) .............................. 4
Statements of Operations and Accumulated Deficit for the three month period ending September 30, 2000
(unaudited) and for the period February 28, 2000 (inception) to September 30, 2000 (unaudited) .. 5
Statement of Cash Flows for the period February 28, 2000 (inception) to September 30, 2000
(unaudited) ..................................................................................... 6
Notes to Financial Statements ....................................................................... 7
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PINNACLE FINANCIAL PARTNERS, INC.
(A COMPANY IN THE DEVELOPMENT STAGE)
BALANCE SHEETS
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MARCH 31, SEPTEMBER 30,
2000 2000
------------ ------------
(UNAUDITED)
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ASSETS
Cash and cash equivalents ............................................... $ 19,844 $ 27,797
Security available for sale, at market .................................. -- 17,435,502
Deferred stock offering costs ........................................... 9,500 --
Premises and equipment, net of accumulated depreciation -- 2,128,566
Other assets ............................................................ 27,246 123,253
------------ ------------
Total assets .................................................. $ 56,590 $ 19,715,118
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
LIABILITIES:
Line of credit ..................................................... $ 100,000 $ 1,066,135
Accounts payable and accrued expenses .............................. 43,678 1,484,346
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY (DEFICIT):
Common stock, $1 par value; 10,000,000 shares authorized; issued and
outstanding: 1 share at March 31, 2000 and 1,910,000 shares at
September 30, 2000 ................................................. -- 1,910,000
Preferred stock, no par value; 10,000,000 shares authorized; no shares
issued and outstanding ............................................. -- --
Additional paid-in capital ........................................... 9 16,122,521
Deficit accumulated in the development stage ......................... (87,098) (867,884)
------------ ------------
Total stockholders' equity (deficit) ............................. (87,088) 17,164,637
------------ ------------
Total liabilities and stockholders' equity (deficit) ............. $ 56,590 $ 19,715,118
============ ============
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The accompanying notes are an integral part of these financial statements.
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PINNACLE FINANCIAL PARTNERS, INC.
(A COMPANY IN THE DEVELOPMENT STAGE)
STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT
FOR THE THREE MONTH PERIOD ENDING SEPTEMBER 30, 2000 (UNAUDITED)
AND FOR THE PERIOD FEBRUARY 28, 2000 (INCEPTION) TO
SEPTEMBER 30, 2000 (UNAUDITED)
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<CAPTION>
THREE MONTHS FEBRUARY 28, 2000
ENDING (INCEPTION) TO
SEPTEMBER 30, SEPTEMBER 30,
2000 2000
-------- --------
(UNAUDITED) (UNAUDITED)
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INTEREST INCOME - INVESTMENTS ............................................................. $115,997 $115,997
EXPENSES:
Interest ............................................................................. 18,827 25,333
Salaries and employee benefits ....................................................... 435,965 573,711
Legal and consulting fees ............................................................ 69,016 237,191
Other ................................................................................ 75,443 147,646
-------- --------
Total expenses .................................................................. 599,251 983,881
-------- --------
LOSS BEFORE PROVISION FOR INCOME TAXES .................................................... 483,254 867,884
Provision for income taxes ........................................................... -- --
-------- --------
NET LOSS AND ACCUMULATED DEFICIT .......................................................... $483,254 $867,884
======== ========
PER SHARE INFORMATION:
Basic and diluted net loss per share (see note 5) ................................... $ 0.62 $ 2.59
======== ========
Basic and diluted weighted average common shares (see note 5)
-- One share from February 28, 2000 (inception) through August 23, 2000
-- 1,875,000 shares outstanding from August 24, 2000 through September 15, 2000
-- 1,910,000 shares outstanding from September 16, 2000 through September 30, 2000 780,164 335,398
======== ========
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The accompanying notes are an integral part of these financial statements.
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PINNACLE FINANCIAL PARTNERS, INC.
(A COMPANY IN THE DEVELOPMENT STAGE)
STATEMENT OF CASH FLOWS
FOR THE PERIOD FEBRUARY 28, 2000 (INCEPTION) TO
SEPTEMBER 30, 2000 (UNAUDITED)
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CASH FLOWS FOR PRE-OPERATING ACTIVITIES:
Net loss ...................................................................... $ (867,884)
Adjustments to reconcile net loss to net cash used by pre-operating activities:
Depreciation expense ............................................... 1,368
Net increase in other assets ....................................... (123,253)
Net increase in accounts payable and accrued expenses .............. 148,424
------------
Cash used by pre-operating activities ........................... (841,345)
------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of security .......................................................... (17,435,502)
Purchases of premises and equipment ........................................... (794,012)
------------
Cash used by investing activities ............................... (18,229,514)
------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net draws on lines of credit .................................................. 1,066,135
Proceeds from issuance of common stock ........................................ 18,211,200
Stock offering costs .......................................................... (178,679)
------------
Cash provided by financing activities ........................... 19,098,656
------------
Increase in cash .............................................................. 27,797
CASH BALANCE AT BEGINNING OF PERIOD ............................................... --
------------
CASH BALANCE AT END OF PERIOD ..................................................... $ 27,797
============
OTHER CASH FLOW ITEMS:
Interest paid during period .................................................. $ 18,079
============
Taxes paid during period ..................................................... $ --
============
Premises and equipment acquired for accounts payable ......................... $ 1,335,922
============
</TABLE>
The accompanying notes are an integral part of these financial statements.
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PINNACLE FINANCIAL PARTNERS, INC.
(A COMPANY IN THE DEVELOPMENT STAGE)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2000
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION
Pinnacle Financial Partners, Inc. (the "Company") was formed to
organize and own all of the capital stock of Pinnacle National Bank (the
"Bank"), a national bank located in Nashville, Tennessee, by a group of fourteen
individuals (the "Organizers"). The Company was originally incorporated in the
state of Tennessee in February 2000 as TMP, Inc. In April 2000, the Company's
board of directors approved a name change to Pinnacle Financial Partners, Inc.
The Organizers filed applications with the Office of the Comptroller of
the Currency ("OCC") to obtain a national bank charter and with the Federal
Deposit Insurance Corporation ("FDIC") for deposit insurance. During September,
the Organizers received approval of the applications from both the OCC and the
FDIC. On October 12, 2000, the Federal Reserve approved the application of the
Company to operate as a bank holding company. The Bank subsequently opened for
business on October 27, 2000. The Bank operates as a community bank emphasizing
personalized banking relationships with individuals and businesses.
Prior to October 27, 2000, the Company was a development stage
enterprise as defined by Statement of Financial Accounting Standard No.7,
"Accounting and Reporting by Development Stage Enterprises", as it devoted
substantially all its efforts to establishing a new business.
ORGANIZATIONAL AND PRE-OPENING COSTS
Substantially all activities since inception have consisted of
organizational activities necessary to obtain regulatory approvals and
preparation activities to commence business as a commercial bank. Organizational
costs are primarily legal fees, consulting fees, and application fees related to
the incorporation of the Company and initial organization of the Bank. The
organizational and pre-opening costs as incurred by the Company have been
charged to the Company's operating results through September 30, 2000.
DEFERRED STOCK OFFERING COSTS
Deferred stock offering costs represent expenses incurred by the
Company in connection with the offering and issuance of its stock. These costs
were charged against the Company's additional paid-in capital after the
successful completion of the stock offering. These expenses were approximately
$179,000.
STOCK-BASED COMPENSATION
The Company applies Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees", in accounting for stock-based
compensation. Since all options on common stock have been issued with exercise
prices equal to the fair market value of the stock on the date of grant, no
compensation expense has been recognized in these financial statements related
to stock option grants.
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<PAGE> 8
PINNACLE FINANCIAL PARTNERS, INC.
(A COMPANY IN THE DEVELOPMENT STAGE)
NOTES TO FINANCIAL STATEMENTS
INTERIM FINANCIAL STATEMENTS
The interim financial statements as of and for the periods ended
September 30, 2000, included herein have been prepared, without audit, pursuant
to the rules and regulations of the Securities and Exchange Commission. In the
opinion of management, the accompanying unaudited interim financial statements
reflect all adjustments necessary to present fairly the financial position as of
September 30, 2000 and the results of operations for the three months ended
September 30, 2000 and the results of operations and cash flows for the period
from February 28, 2000 (inception) to September 30, 2000. These interim
financial statements should be read in conjunction with the financial statements
and notes thereto included in the Company's Registration Statement on Form SB-2
as filed with the Securities and Exchange Commission.
2. LINE OF CREDIT
As of March 31, 2000, borrowings consisted of $100,000 drawn on a
$700,000 line of credit obtained from a local financial institution. Interest
was payable monthly, at the prime rate plus 1/2 percent, with the principal
being due on February 28, 2001.
During the second quarter of 2000, the above line of credit was paid
and replaced by a separate $1.5 million line of credit with another local
financial institution. As of September 30, 2000, total borrowings under this
line of credit amounted to $1,066,135. Interest is payable monthly at the prime
rate with the principal being due on December 31, 2000.
Twelve of the Company's fourteen Organizers have directly guaranteed
the line of credit. The line of credit was used to fund the Bank's
organizational and pre-opening costs and for acquisition of leasehold
improvements, furniture and equipment.
3. STOCKHOLDERS' EQUITY
COMMON STOCK
The Company has the authority to issue up to 10,000,000 shares of
voting common stock, $1 par value.
CUMULATIVE VOTING RIGHTS
The Company has elected not to have cumulative voting, and no shares
issued by the Company may be cumulatively voted.
PREEMPTIVE RIGHTS
The stockholders of the Company shall not have any preemptive rights
regarding any issuance of the Company's common stock.
PREFERRED STOCK
The Company has the authority to issue up to 10,000,000 shares of
preferred stock with no par value. The board of directors may determine the
terms of the preferred stock. Preferred stock may have voting rights, subject to
applicable law and as determined by the board of directors.
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<PAGE> 9
PINNACLE FINANCIAL PARTNERS, INC.
(A COMPANY IN THE DEVELOPMENT STAGE)
NOTES TO FINANCIAL STATEMENTS
STOCK OFFERING
During August 2000, the Company concluded a public offering of its
common stock. Pursuant to that public offering, the Company received $18,211,200
from the sale of 1,910,000 shares of its common stock. During the stock
offering, the Organizers, directors, executive officers, and members of their
immediate families purchased a total of 406,000 shares at an aggregate purchase
price of $4,060,000 which represents approximately 21% of the offering. The
Organizers received a warrant to purchase one share of common stock for every
two shares of common stock purchased in the offering. The exercise price for the
warrants is $10 per share, and the warrants will vest in one-third annual
increments over a period of three years beginning on August 17, 2001, the
one-year anniversary after the date on which the Company's registration
statement registering the shares sold in the offering was declared effective by
the Securities and Exchange Commission. The warrants will remain exercisable for
a ten-year period beginning August 17, 2000.
4. INCOME TAXES
There was no provision (benefit) for income taxes for the period from
February 28, 2000 (inception) to September 30, 2000, since a 100% valuation
reserve is being maintained for net operating losses.
5. PER SHARE INFORMATION
The net loss per share information was computed based on weighted
average shares outstanding for the three months ended September 30, 2000 of
780,164 shares and for the period from February 28, 2000 (inception) to
September 30, 2000 of 335,398 shares. Weighted average common shares outstanding
were computed based on one share being outstanding at February 28, 2000
(inception) through August 23, 2000. On August 23, 2000, 1,875,000 shares were
issued in conjunction with the Company's initial public offering. Subsequently,
on September 15, 2000, another 35,000 shares were issued which resulted in total
shares outstanding of 1,910,000 shares. The net loss per share computed on a
basis of the entire 1,910,000 common shares outstanding for the three months
ended September 30, 2000 would have been $.25 per share. The net loss per share
computed on a basis of the entire 1,910,000 common shares outstanding for the
period from February 28, 2000 (inception) to September 30, 2000 would have been
$.45 per share.
6. COMMITMENTS AND CONTINGENCIES
EMPLOYMENT CONTRACTS
The Company entered into a three-year employment contract with its
President and Chief Executive Officer ("CEO") on March 1, 2000. The agreement
will automatically renew for an additional day each day after March 31, 2000, so
that it will always have a three-year term, unless any of the parties to the
agreement gives notice of intent not to renew the agreement. The contract
provides that the President and CEO will receive an initial annual salary of
$220,000 and an annual bonus as determined by the board of directors.
Additionally, the President and CEO will receive other benefits including an
incentive stock option to purchase 45,000 shares of common stock at an exercise
price of $10 per share. The stock option will become exercisable in equal
one-fifth annual increments over a five-year period beginning on August 17,
2001.
The Company entered into a three-year employment contract with its
Chief Administrative Officer ("CAO") on April 1, 2000. The agreement will
automatically renew for an additional day each day after
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<PAGE> 10
PINNACLE FINANCIAL PARTNERS, INC.
(A COMPANY IN THE DEVELOPMENT STAGE)
NOTES TO FINANCIAL STATEMENTS
April 1, 2000, so that it will always have a three-year term, unless any of the
parties to the agreement gives notice of intent not to renew the agreement. The
contract provides that the CAO will receive an initial annual salary of $160,000
and an annual bonus as determined by the board of directors. Additionally, the
CAO will receive other benefits including an incentive stock option to purchase
30,000 shares of common stock at an exercise price of $10 per share. The stock
option will become exercisable in equal one-fifth annual increments over a
five-year period beginning on August 17, 2001.
The Company entered into a three-year employment contract with its
Chairman of the Board and Chief Financial Services Officer (the "Chairman") on
August 1, 2000. The agreement will automatically renew for an additional day
each day after August 1, 2000, so that it will always have a three-year term,
unless any of the parties to the agreement gives notice of intent not to renew
the agreement. The contract provides that the Chairman will receive an initial
annual salary of $220,000 and an annual bonus as determined by the board of
directors. Additionally, the Chairman will receive other benefits including an
incentive stock option to purchase 45,000 shares of common stock at an exercise
price of $10 per share. The stock option will become exercisable in equal
one-fifth annual increments over a five-year period beginning on August 17,
2001.
LEASES AND OTHER ASSET PURCHASE AGREEMENTS
On March 16, 2000, the Company entered into an agreement to lease
12,135 square feet of office space in an office building in Nashville, Tennessee
that will be the site of the Bank's main office facility. The term of the main
office lease is 10 years with initial monthly rent beginning in September 2000
being $20,000. For the period from February 28, 2000 (inception) to September
30, 2000 the Company paid $20,000 pursuant to the terms of this lease.
Effective August 1, 2000, the Company entered into a lease agreement
for a branch office location in Brentwood, Tennessee. The term of this branch
lease ends on March 31, 2005 with an option to extend the lease an additional 15
years at the Company's option. The initial monthly rental is $8,000 per month.
For the period from February 28, 2000 (inception) to September 30, 2000 the
Company paid $16,000 pursuant to the terms of this lease. The Company has filed
an application with the appropriate regulatory agencies to open this branch and
anticipates obtaining regulatory approval during the fourth quarter of 2000. The
Company has entered into a separate agreement with the former tenant of the
branch location to acquire all leasehold improvements, including the building,
furniture, fixtures and equipment. In conjunction with this agreement, the
Company paid $50,000 as of September 30, 2000.
7. RELATED PARTY TRANSACTIONS
The Company paid the Chairman approximately $66,000 for consulting
services related to pre-opening activities of the Company. A local public
relations company, of which one of the Company's directors is a principal,
provides various services for the Company. For the period from February 28, 2000
(inception) to September 30, 2000 the Company paid approximately $56,000 for
services rendered by this public relations company. Additionally, another
director is a principal in a local insurance firm which serves as an agent in
securing insurance in such areas as the Company's employee benefit plans,
property and casualty insurance and other insurance policies.
Additionally, pursuant to a letter agreement between the Chairman and
one of the Company's Organizers, included in other assets as of September 30,
2000 is approximately $32,000 for excess commissions earned by the Organizer
serving in his capacity as a leasing agent for the Company. These amounts are
owed the Organizer by the owner of the main office facility which is leased by
the Company.
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PINNACLE FINANCIAL PARTNERS, INC.
(A COMPANY IN THE DEVELOPMENT STAGE)
NOTES TO FINANCIAL STATEMENTS
Pursuant to the letter agreement, the commission earned by the Organizer was
limited to a predetermined dollar amount with all amounts received in excess of
that amount to be remitted to the Chairman and then to the Company.
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<PAGE> 12
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF
OPERATIONS
FORWARD-LOOKING STATEMENTS
The following is a discussion of the Company's financial condition as
of and for the period ended September 30, 2000. These comments should be read in
conjunction with the Company's financial statements and accompanying footnotes
appearing in this report.
This report contains "forward-looking statements" relating to, without
limitation, future economic performance, plans and objectives of management for
future operations, and projections of revenues and other financial items that
are based on the beliefs of the Company's management, as well as assumptions
made by and information currently available to the Company's management. The
words "expect," "anticipate," and "believe," as well as similar expressions, are
intended to identify forward-looking statements. The Company's actual results
may differ materially from the results discussed in the forward-looking
statements, and the Company's operating performance each quarter is subject to
various risks and uncertainties that are discussed in detail in the Company's
filings with the Securities and Exchange Commission, including the "Risk
Factors" section in the Company's Registration Statement (Registration Number
333-38018) which was declared effective on August 17, 2000 by the Securities and
Exchange Commission.
FINANCIAL CONDITION
The Company was organized on February 28, 2000. The Company's initial
principal activities were related to its organization and initial public
offering, the pursuit of approvals from the Office of the Comptroller of the
Currency (the "OCC") and Federal Deposit Insurance Corporation (the "FDIC") of
its application to charter the Bank and to obtain deposit insurance, the pursuit
of approvals from the Federal Reserve Board for the Company to acquire control
of the Bank, and preopening activities related to acquisition and development of
the Company's premises and equipment and the hiring of its workforce. Prior to
September 30, 2000, the Company received approvals from the OCC and FDIC. On
October 12, 2000, the Company received approval from the Federal Reserve to
acquire control of the Bank and subsequently the Bank opened on October 27,
2000.
On August 23, 2000, a total of $18,750,000 was received by the Company
as a result of the sale of 1,875,000 shares of its common stock through its
initial public offering. From the offering proceeds, the Company paid
underwriters commissions of $864,000. Subsequently, and pursuant to an
over-allotment option granted the underwriters, the underwriters exercised their
option to acquire an additional 35,000 shares of Company common stock for
$350,000 less the underwriters commission of $24,500. Thus, at the conclusion of
all offering activities, the Company received $18,211,200 as its initial
capitalization.
Of this amount, $17,350,000 was used to capitalize the Bank and the
remainder was used to pay organizational expenses of the Company and to provide
working capital, including additional future capital for investment in the Bank,
if needed. The Company believes this amount will be sufficient to fund the
activities of the Company and the Bank in their initial stages of operations.
The Company believes that income from the operations of the Bank will be
sufficient to fund the activities of the Company on an ongoing basis; however,
there can be no assurance that either the Bank or the Company will achieve any
particular level of profitability.
At September 30, 2000, the Company had total assets of $19,715,000.
These assets consisted principally of cash of $28,000, investment in a US
Treasury Bill of $17,436,000 which matured on
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<PAGE> 13
October 12, 2000 and was subsequently reinvested in a US Treasury Bill maturing
on October 25, 2000, premises and equipment of $2,129,000 and other assets of
$123,000. Premises and equipment consists primarily of improvements to the
Bank's current main office site and computer equipment. The Company has entered
into a 10-year operating lease for the main office location for $20,000 a month.
Additionally, the Company has entered into another lease for a Brentwood,
Tennessee branch location for $8,000 per month for five years with options to
extend the lease for another 15 years. In conjunction with this lease, the
Company paid $50,000 as of September 30, 2000 and an additional $265,000 on
October 27, 2000, to the previous tenant for leasehold improvements to this
property.
The Company's liabilities at September 30, 2000 consisted of advances
under a line of credit of $1,066,000 and accounts payable of $1,484,000. The
Company's line of credit was repaid on October 27, 2000 with proceeds from the
offering. Stockholders' equity was $17,165,000 at September 30, 2000.
The Company had a net loss of $483,000 for the three months ended
September 30, 2000, or a net loss per share of $.25 computed for the three
months ended September 30, 2000 computed on a basis which assumes 1,910,000
common shares were outstanding for the entire period. The Company incurred a net
loss of $868,000 from inception through September 30, 2000, or a net loss per
share of $.45 computed on a basis which assumes that 1,910,000 common shares
were outstanding for the entire period. Included in the net loss was interest
income realized from the investment of the offering proceeds in short-term US
government securities. The losses for the three-month period and for the period
since inception resulted from expenses incurred in connection with activities
related to the organization of the Company and the Bank. These activities
included preparing and filing an application with the OCC and the FDIC to
charter the Bank and to obtain deposit insurance, preparing an application with
the Federal Reserve Board for approval of the Company to acquire the stock of
the Bank, responding to questions and providing additional information to the
OCC, the FDIC, and the Federal Reserve Board in connection with the application
process, preparing a prospectus and filing a registration statement with the
Securities and Exchange Commission, meetings and discussions among various
organizers regarding various preopening issues, hiring qualified personnel to
work for the Bank, conducting public relations activities on behalf of the Bank,
developing prospective business contacts for the Bank and the Company, and
taking other actions necessary for a successful bank opening. Because the
Company was in the development stage, it had no operations from which to
generate revenues.
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<PAGE> 14
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are no material pending legal proceedings to which Registrant
is a party or of which any of their property is the subject.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
(a) Not applicable
(b) Not applicable
(c) Not applicable
(d) On August 23, 2000, Registrant received $17,885,700 of net proceeds
from the sale of 1,875,000 of its common stock in connection with its
initial public offering, and on September 15, 2000, Registrant
received $325,500 of net proceeds from the sale of 35,000 additional
shares of common stock issued in connection with the underwriters'
over-allotment option. Since receipt, a minimum of $17,350,000 of the
net proceeds have been invested in accordance with Registrant's
Registration Statement on Form SB-2, as amended (File No. 333-38018),
and was invested prior to the Registrant acquiring 100% of the
capital stock of Pinnacle National Bank on October 27, 2000. The
remainder of the net proceeds was used to construct the Registrant's
main office facilities, purchase and install equipment, repay
borrowings from the Company's line of credit and for working capital
purposes.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to security holders for a vote during
the period from July 1, 2000 to September 30, 2000.
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits. The following exhibits are filed with or incorporated
by reference into this Form 10-QSB pursuant to Item 601 of
Regulation S-B:
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<CAPTION>
Exhibit
No. Description
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3.1 Charter, as amended and restated*
3.2 Bylaws*
4.1 Specimen Common Stock Certificate*
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<PAGE> 15
<TABLE>
<CAPTION>
Exhibit
No. Description
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4.2 See Exhibits 3.1 and 3.2 for provisions of the
Charter and Bylaws defining rights of holders of the
Common Stock
10.1 Lease Agreement by and between TMP, Inc. (former name
of Pinnacle Financial Partners, Inc.) and Commercial
Street Associates dated March 16, 2000 (main office)*
10.2 Lease Agreement by and between TMP, Inc. (former name
of Pinnacle Financial Partners, Inc.) and D and W
Companies, Inc. d/b/a Psychiatric Solutions, Inc.
dated March 3, 2000 (temporary facility)*
10.3 Promissory Note dated February 29, 2000 executed by
TMP, Inc. (former name of Pinnacle Financial
Partners, Inc.) and accepted by The Bank of
Nashville, Nashville, Tennessee, and form of
Commercial Guaranty*
10.4 Form of Pinnacle Financial Partners, Inc.'s
Organizers' Warrant Agreement*
10.5 Pinnacle Financial Partners, Inc. 2000 Stock
Incentive Plan*
10.6 Employment Agreement dated as of March 1, 2000 by and
between Pinnacle National Bank (Proposed), Pinnacle
Financial Partners, Inc. and M. Terry Turner*
10.7 Proposed Employment Agreement to be dated as of
August 1, 2000 by and between Pinnacle National Bank
(Proposed), Pinnacle Financial Partners, Inc. and
Robert A. McCabe, Jr.*
10.8 Employment Agreement dated as of April 1, 2000 by and
between Pinnacle National Bank (Proposed), Pinnacle
Financial Partners, Inc. and Hugh M. Queener*
10.9 Letter Agreement dated March 14, 2000 and accepted
March 16, 2000 by and between Pinnacle Financial
Corporation (now known as Pinnacle Financial
Partners, Inc.) and Atkinson Public Relations*
10.10 Form of Agreement of Sale and License Agreement by
and between Pinnacle Financial Partners, Inc. and SER
Macrosoft, Inc.*
10.11 Brokerage Program Agreement and Lease by and between
Pinnacle Financial Partners, Inc., LM Financial
Partners, Inc. and Legg Mason Financial Services,
Inc.*
10.12 Understanding of Terms and Conditions Agreement dated
June 21, 2000 (and accepted June 27, 2000) by and
between Pinnacle Financial Partners, Inc. and
Interior Design Services, Inc.*
</TABLE>
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<PAGE> 16
<TABLE>
<CAPTION>
Exhibit
No. Description
--- -----------
<S> <C>
10.13 Promissory Note dated June 28, 2000 executed by
Pinnacle Financial Partners, Inc. and accepted by
SunTrust Bank, Nashville, Tennessee, and form of
Guaranty (supercedes exhibit 10.3 previously filed)*
10.14 Employment Agreement dated March 1, 2000 by and
between Pinnacle National Bank (Proposed), Pinnacle
Financial Partners, Inc. and M. Terry Turner
(supercedes exhibit 10.6)*
10.15 Pinnacle Financial Partners, Inc. 2000 Stock
Incentive Plan (supercedes Exhibit 10.5)*
10.16 Form of Pinnacle Financial Partners, Inc.'s Stock
Option Award*
10.17 Information Processing System Agreement by and
Between Open Solutions, Inc. and Pinnacle Financial
Partners, Inc. dated July 12, 2000*
10.18 Agreement for Assignment of Lease by and between
Franklin National Bank and TMP, Inc., now known as
Pinnacle Financial Partners, Inc., effective July 17,
2000*
10.19 Form of Assignment of Lease and Consent of Landlord
by Franklin National Bank, Pinnacle Financial
Partners, Inc., formerly TMP, Inc., and Stearns
Investments, Jack J. Stearns and Edna Stearns,
General Partners*
27.1 Financial Data Schedule (for SEC use only).
</TABLE>
----------
* Registrant hereby incorporates by reference to the exhibit
of identical index number filed with, and made a part of,
Registrant's Registration Statement on Form SB-2, as amended
(File No. 333-38018).
(b) Reports on form 8-K
None.
-16-
<PAGE> 17
SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
PINNACLE FINANCIAL PARTNERS, INC.
By: /s/ M. Terry Turner
----------------------------------------
M. Terry Turner
President, Chief Executive Officer and
Director
(principal executive officer)
By: /s/ Hugh M. Queener
----------------------------------------
Hugh M. Queener,
Chief Administrative Officer and
Executive Vice President (principal
financial and accounting officer)
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