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 28, 2011
United Community Banks, Inc.
(Exact name of registrant as specified in its charter)
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| Georgia
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No. 0-21656
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No. 58-180-7304 |
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
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125 Highway 515 East, P.O. Box 398
Blairsville, Georgia
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30512 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (706) 781-2265
Not applicable
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02 Results of Operation and Financial Condition
On January 28, 2011, United Community Banks, Inc. (the “Registrant”) issued a news release
announcing its financial results for the quarter ended December 31, 2010 (the “News Release”).
The News Release, including financial schedules, is attached as Exhibit 99.1 to this report. In
connection with issuing the News Release, on January 28, 2011 at 11:00 a.m. EST, the Registrant
intends to hold a conference call/webcast to discuss the News Release. In addition to the News
Release, during the conference call the Registrant intends to discuss certain financial
information contained in the December 31, 2010 Investor Presentation (the “Investor
Presentation”) which will be posted to the Registrant’s website. The Investor Presentation is
attached as Exhibit 99.2 to this report.
The presentation of the Registrant’s financial results included operating performance measures
and core earnings measures, which are measures of performance determined by methods other than
in accordance with generally accepted accounting principles, or GAAP. Management included
non-GAAP operating performance and core earnings measures because it believes they are useful
for evaluating the Registrant’s operations and performance over periods of time, and uses
operating performance and core earnings measures in managing and evaluating the Registrant’s
business and intends to refer to them in discussions about the Registrant’s operations and
performance. Operating performance measures for the fourth quarter of 2010 exclude the effects
of an $11.75 million pre-tax partial recovery of a 2007 fraud loss and third quarter 2010
operating performance measures exclude the effects of a $210.6 million non-cash goodwill
impairment charge. Operating performance measures for 2009 exclude the effects of $25 million
and $70 million, in non-cash goodwill impairment charges in the third and first quarters,
respectively, (bringing the total goodwill impairment charge for the year 2009 to $95 million),
$2.9 million in non-recurring severance charges related to a reduction in workforce recorded in
the first quarter and an $11.4 million gain in the second quarter from the acquisition of
Southern Community Bank that resulted from a bargain purchase. These items have been excluded
from operating performance measures because management believes that the items are non-recurring
in nature and do not reflect overall trends in the Registrant’s earnings. Additionally, core
earnings measures exclude credit related costs such as the provision for loan losses, the loss
from sale of nonperforming assets to Fletcher International in the second quarter of 2010 and
foreclosed property expense, securities gains and losses, income taxes and other items of a
non-recurring nature. Core earnings are useful in evaluating the underlying earnings
performance trends of the Registrant. Management believes these non-GAAP performance measures
may provide users of the Registrant’s financial information with a meaningful measure for
assessing the Registrant’s financial results and comparing those financial results to prior
periods.
Operating performance and core earnings measures should be viewed in addition to, and not as an
alternative or substitute for, the Registrant’s performance measures determined in accordance
with GAAP, and is not necessarily comparable to non-GAAP performance measures that may be
presented by other companies.
Item 9.01 Financial Statements and Exhibits
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(a) |
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Financial statements: None |
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(b) |
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Pro forma financial information: None |
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(c) |
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Exhibits: |
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99.1 |
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Press Release, dated January 28, 2011 |
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99.2 |
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Investor Presentation, Fourth Quarter 2010 |