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): July 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. 001-35095
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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 July 28, 2011, United Community Banks, Inc. (the “Registrant”) issued a news release
announcing its financial results for the quarter ended June 30, 2011 (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 July 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
June 30, 2011 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. 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, certain expenses and charges related to United’s 2011 asset disposition plans in the first
quarter of 2011, 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
(a) Financial statements: None
(b) Pro forma financial information: None
(c) Exhibits:
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99.1 |
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Press Release, dated July 28, 2011 |
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99.2 |
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Investor Presentation, Second Quarter 2011 |