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): April 22, 2010
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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63 Highway 515, 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 April 22, 2010, United Community Banks, Inc. (the
“Registrant”) issued a news release announcing its financial
results for the quarter ended March 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 April 22, 2010 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 March 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 2009 exclude the effects of $25 million and $70
million, 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 two expense items
and the bargain purchase gain 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 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
(a) Financial statements: None
(b) Pro forma financial information: None
(c) Exhibits:
99.1 Press Release, dated April 22, 2010
99.2 Investor Presentation, First Quarter 2010