þ | ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
1
2006 | 2005 | |||||||
Assets: |
||||||||
Cash |
$ | 732,123 | 260,178 | |||||
Investments at fair value: |
||||||||
Common stock of United Community Banks, Inc. |
42,412,566 | 23,450,643 | ||||||
Shares of registered investment company mutual funds |
43,520,475 | 35,489,158 | ||||||
Total investments |
85,933,041 | 58,939,801 | ||||||
Receivables: |
||||||||
Employers contributions |
2,075,236 | 1,444,128 | ||||||
Accrued dividends |
94,820 | 68,383 | ||||||
Due from brokers |
199,003 | | ||||||
Total receivables |
2,369,059 | 1,512,511 | ||||||
Total assets |
89,034,223 | 60,712,490 | ||||||
Liabilities: |
||||||||
Amounts due to brokers |
283,456 | 3,831 | ||||||
Benefit claims payable |
| 20,000 | ||||||
Total liabilities |
283,456 | 23,831 | ||||||
Net assets available for plan benefits |
$ | 88,750,767 | 60,688,659 | |||||
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Additions to net assets attributable to: |
||||
Investment income: |
||||
Interest and dividends |
$ | 1,131,146 | ||
Net appreciation in fair value of investments |
7,504,147 | |||
Total investment income |
8,635,293 | |||
Contributions: |
||||
Employer match |
2,558,621 | |||
Employer discretionary |
2,154,956 | |||
Employee deferrals |
4,612,903 | |||
Employee rollovers |
1,188,327 | |||
Employee rollovers Southern National |
12,715,172 | |||
Total contributions |
23,229,979 | |||
Total additions |
31,865,272 | |||
Deductions from net assets attributable to: |
||||
Distributions paid to participants |
3,510,461 | |||
Administrative expenses |
292,703 | |||
Total deductions |
3,803,164 | |||
Increase in net assets available for plan benefits |
28,062,108 | |||
Net assets available for plan benefits: |
||||
Beginning of year |
60,688,659 | |||
End of year |
$ | 88,750,767 | ||
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(1) | Description of the Plan |
Years of Service | Percentage | |||
Less Than 1 |
0 | % | ||
2 |
33 | % | ||
3 |
66 | % | ||
More Than 3 |
100 | % |
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(1) | Description of the Plan, continued | |
Plan Termination | ||
Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. The participants affected by the termination or discontinuance of contributions will immediately become 100% vested in their accounts. | ||
(2) | Summary of Significant Accounting Policies | |
Basis of Accounting | ||
The accompanying financial statements have been prepared on the accrual basis of accounting and present the net assets available for benefits and changes in those assets of the Plan. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of net assets available for plan benefits and changes therein, and disclosure of contingent assets and liabilities. Accordingly, actual results may differ from those estimates. | ||
Investment Valuation | ||
The Plans investments are stated at fair value. The Companys stock trades on the Nasdaq stock market, and the value of the Companys stock is based on a quoted market price. Investments in mutual funds are valued at fair value based on quoted market prices of the underlying fund securities. The Plan holds investments at December 31, 2006 and 2005 in the Plan sponsor common stock amounting to $42,412,566 and $23,450,643, respectively. This investment represents 49% and 40% of total investments at December 31, 2006 and 2005, respectively. A significant decline in the market value of the Plan Sponsors common stock would significantly affect the net assets available for benefits. | ||
The Plan provides for investments in various investment securities, which are exposed to various risks such as interest rate, credit and overall market volatility risks. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such change could materially affect the amounts reported in the statements of net assets available for plan benefits. | ||
The net gain or loss from investment activity includes realized and unrealized gains and losses from investment activity as well as earnings on investments. Unrealized gains and losses are calculated as the difference between the current value of securities as of the end of the plan year and either the current value at the end of the preceding year or the actual cost if such investments were purchased during the current year. Realized gains or losses on sales of investments are calculated as the difference between sales proceeds and the current value of investments at the beginning of the year or the actual cost if such investments were purchased during the year. Earnings on investments include interest and dividends received on the Companys common stock and mutual fund shares. | ||
Securities transactions are recorded on the trade date. Dividend income is recorded on the ex-dividend date. |
5
(3) | Investments | |
The following table represents investments at December 31, 2006 and 2005. |
2006 | 2005 | |||||||
Cash |
$ | 732,123 | $ | 260,178 | ||||
United Community Banks, Inc. common stock (1,312,270 and
879,478 shares at December 31, 2006 and 2005, respectively) |
$ | 42,412,566 | $ | 23,450,643 | ||||
Mutual funds: |
||||||||
AI Money Market Fund |
$ | | $ | 1,937,520 | ||||
American Beacon Select Money Market |
1,984,709 | | ||||||
Amcent Equity Income Fund |
| 795,174 | ||||||
NestEgg Dow Jones U.S. 2040 Fund |
6,258,532 | 5,241,349 | ||||||
NestEgg Dow Jones U.S. 2030 Fund |
5,819,391 | 4,889,710 | ||||||
NestEgg Dow Jones U.S. 2020 Fund |
10,584,538 | 9,081,102 | ||||||
NestEgg Dow Jones U.S. 2010 Fund |
2,393,498 | 3,299,451 | ||||||
NestEgg Dow Jones U.S. 2015 Fund |
3,890,881 | | ||||||
NestEgg Capital Preservation Fund |
| 1,888,738 | ||||||
American Independence International Equity |
1,424,381 | 762,401 | ||||||
Federated Max-Cap Fund |
1,466,060 | 1,108,714 | ||||||
Franklin Strategic Small MIDCAP Growth Fund |
1,274,089 | 1,028,932 | ||||||
Vanguard Windsor II Fund |
1,782,859 | 1,225,350 | ||||||
Vanguard Explorer |
1,002,345 | 706,412 | ||||||
Royce Low Priced Stock Fund |
1,089,045 | 718,678 | ||||||
American Century Ultra |
| 909,070 | ||||||
Goldman Sachs Mid Cap Value Fund |
1,234,081 | | ||||||
T Rowe Price Growth Fund |
1,161,962 | | ||||||
PIMCO Total Return Bond Fund |
2,154,104 | 1,896,557 | ||||||
Total mutual funds |
$ | 43,520,475 | $ | 35,489,158 | ||||
During 2006, the Plans investments (including investments bought, sold, and held during the year) appreciated in value by $7,504,147 as detailed below: |
Year Ended | ||||
December 31, 2006 | ||||
Net change in investments at fair value as determined by quoted market price: |
||||
Mutual funds |
$ | 2,936,311 | ||
United Community Banks, Inc. common stock |
4,567,836 | |||
Net change in fair value |
$ | 7,504,147 | ||
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(3) | Investments, continued | |
Single investments representing more than 5% of the Plans net assets as of December 31, 2006 and/or 2005, are separately identified. |
December 31 | ||||||||
2006 | 2005 | |||||||
United Community Banks, Inc. common stock |
$ | 42,412,566 | $ | 23,450,643 | ||||
NestEgg Dow Jones U.S. 2040 Fund |
6,258,532 | 5,241,349 | ||||||
NestEgg Dow Jones U.S. 2030 Fund |
5,819,391 | 4,889,710 | ||||||
NestEgg Dow Jones U.S. 2020 Fund |
10,584,538 | 9,081,102 | ||||||
NestEgg Dow Jones U.S. 2010 Fund |
2,393,489 | 3,299,451 |
(4) | Tax Status | |
The Plan obtained its latest determination letter on October 4, 2002, in which the Internal Revenue Service stated that the Plan, as then designed, was in compliance with the applicable requirements of the Internal Revenue Code (IRC). The Plan was amended effective December 1, 2006; however, the Plan sponsor and the Plans tax counsel believe the Plan is currently designed and being operated in compliance with the applicable requirements of the IRC. Therefore, no provision for income taxes has been included in the Plans financial statements. | ||
(5) | Party-In-Interest Transactions | |
During the course of the year, the Plan enters into certain party-in-interest transactions with the Company and INTRUST Bank, N.A. (the Trustee). The Company, as the plan sponsor, declares cash dividends on its common stock on a quarterly basis throughout the year. In 2006, the Plan received cash dividends of approximately $280,697 on its investment in the Companys stock. Additionally, the Company provides a discretionary contribution to the Plans participants, which is based on the diluted earnings per share of the Company. The contribution receivable was $2,075,236 and $1,444,128 as of December 31, 2006, and 2005, respectively. | ||
The Plan regularly purchases shares of the Companys common stock directly from the Company based on the average of the high and low price for United Community Banks, Inc. common stock as reported by Nasdaq on the date of transaction. During 2006 and 2005, the plan purchased 111,485 and 24,857 shares, respectively, directly from the Company. | ||
The Trustee functions as the trustee, custodian and record keeper for the Plan. The cost for these services totaled $292,703 for 2006 and is presented on the statement of changes in net assets available for plan benefits as administrative expenses. The fees for 2006 for trustee and custodial services amounted to $250,583 and for record keeping amounted to $42,120. | ||
(6) | Merger of Southern Bancorp, Inc., Plan | |
On December 1, 2006 the Company acquired Southern Bancorp, Inc. and its wholly owned banking subsidiary, Southern National Bank. Southern Bancorp, Inc. Employee Stock Ownership Plan was merged into the Companys plan and all participant account balances were transferred accordingly. | ||
(7) | Subsequent Event | |
On June 1, 2007, the Company acquired Gwinnett Commercial Group, Inc. and its wholly owned subsidiary, First Bank of the South. Gwinnett Commercial Group, Inc.s defined contribution plan was terminated and its participants were allowed to rollover their account balances into the Plan. |
7
Identity of issuer | ||||||||||
or similar party | Fair | |||||||||
(a) | (b) | Description of assets (c) | Cost (d) | Value (e) | ||||||
* |
United Community Banks, Inc. | Common stock 1,312,270 shares | N/A | $ | 42,412,566 | |||||
American Beacon | Select Funds Money Market 1,984,709 | N/A | 1,984,709 | |||||||
* |
INTRUST Bank, N.A. | NestEgg Dow Jones U.S. 2040 Fund 589,871 shares | N/A | 6,258,532 | ||||||
* |
INTRUST Bank, N.A. | NestEgg Dow Jones U.S. 2030 Fund 563,349 shares | N/A | 5,819,391 | ||||||
* |
INTRUST Bank, N.A. | NestEgg Dow Jones U.S. 2020 Fund 980,050 shares | N/A | 10,584,538 | ||||||
* |
INTRUST Bank, N.A. | NestEgg Dow Jones U.S. 2010 Fund 237,450 shares | N/A | 2,393,498 | ||||||
* |
INTRUST Bank, N.A. | NestEgg Dow Jones U.S 2015 Fund 380,712 shares | N/A | 3,890,881 | ||||||
* |
INTRUST Bank, N.A. | America Independence International Equity 100,734 shares | N/A | 1,424,381 | ||||||
Vanguard Funds | Vanguard Explorer 13,416 shares | N/A | 1,002,345 | |||||||
Vanguard Funds | Vanguard Windsor II 51,305 shares | N/A | 1,782,859 | |||||||
Federated Funds | Federated Max-Cap Fund 56,236 shares | N/A | 1,466,060 | |||||||
Franklin Funds | Franklin Strategic Small MIDCAP Growth Fund 33,733 shares | N/A | 1,274,089 | |||||||
Royce Funds | Royce Low Priced Stock Fund 64,709 shares | N/A | 1,089,045 | |||||||
PIMCO Funds | PIMCO Total Return Bond Fund 207,524 shares | N/A | 2,154,104 | |||||||
Goldman Sachs | Goldman Sachs Mid Cap Value Fund 31,716 shares | N/A | 1,234,081 | |||||||
T Rowe Price | T Rowe Price Growth Stock Fund 36,736 shares | N/A | 1,161,962 |
* | Party-in-interest |
8
By: | /s/ John Goff | |||
Title: | Vice President and Trust Officer INTRUST BANK, N.A. |
9