UNITED COMMUNITY BANKS, INC.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2005
Commission File Number 0-21656
UNITED COMMUNITY BANKS, INC.
(Exact name of registrant as specified in its charter)
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Georgia
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58-1807304 |
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(State or other jurisdiction of incorporation)
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(I.R.S. Employer Identification No.) |
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63 Highway 515, Blairsville, Georgia
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30512 |
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(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code: (706) 781-2265
Securities registered pursuant to Section 12(b) of the Act: None
Name of exchange on which registered: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $1.00 par value
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule
405 of the Securities Act.
Yes þ No o
Indicate by check mark if the registrant is not required to file reports pursuant to Sections
13 or 15(d) of the Act.
Yes o No þ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed
by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 þ No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation
S-K is not contained herein and will not be contained, to the best of registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.
o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated
filer in Rule 12b-2 of the Exchange Act. (check one):
Large accelerated filer þ Accelerated filer o Non-accelerated filer o
Indicate
by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the
Act).
Yes o No þ
Aggregate market value of the voting stock held by non-affiliates of the Registrant:
$814,107,000 (based on shares held by non-affiliates at $26.02 per share, the closing stock price
on the Nasdaq stock market on June 30, 2005).
As of January 31, 2006, 40,080,244 shares of common stock were issued and outstanding,
including 372,000 shares deemed outstanding pursuant to prime plus 1/4% convertible subordinated
payable-in-kind debentures due December 31, 2006 and presently exercisable options to acquire
1,252,868 shares.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrants Proxy Statement for the Annual Meeting of Shareholders to be held on
April 26, 2006 are incorporated herein into Part III by reference.
PART I
ITEM 1. BUSINESS.
United Community Banks, Inc. (United), a bank holding company registered under the Bank
Holding Company Act of 1956, was incorporated under the laws of Georgia in 1987 and commenced
operations in 1988 by acquiring 100% of the outstanding shares of Union County Bank, Blairsville,
Georgia, now known as United Community Bank (UCB-Georgia). Substantially all of Uniteds
activities are currently conducted by its wholly-owned state chartered bank subsidiaries:
UCB-Georgia, United Community Bank, Brevard, North Carolina (UCB-North Carolina), which United
acquired in 1990; and United Community Bank Tennessee, Lenoir City, Tennessee (UCB-Tennessee),
which United acquired in 2003. UCB-Georgia, UCB-North Carolina and UCB-Tennessee are collectively
referred to in this report as the Banks.
Since the early 1990s, United has actively expanded its market coverage through organic
growth complemented by selective acquisitions, primarily of banks whose management share Uniteds
community banking and customer service philosophies. Although those acquisitions have contributed
approximately 30% of Uniteds growth over the last ten years, their contribution has primarily been
to provide United access to new markets with attractive growth potential. Organic growth in
assets, which includes post-acquisition growth at acquired banking offices and growth at de novo
locations, and selective acquisitions, will continue to be the focus of Uniteds balanced growth
strategy to extend Uniteds reach into new and existing markets.
To emphasize the commitment to community banking, United conducts substantially all of its
operations through a community-focused operating model of 24 separate community banks, which as
of December 31, 2005, operated at 90 locations in north Georgia, metro Atlanta, coastal Georgia,
western North Carolina and east Tennessee. The community banks offer a full range of retail and
corporate banking services, including checking, savings, and time deposit accounts, secured and
unsecured loans, wire transfers, brokerage services, and other financial services, and are led by
local bank presidents (referred to herein as the Presidents) and management with significant
experience in, and ties to their community. Each of the Presidents has authority, alone or with
other local officers, to make most credit decisions.
In 2004, United completed acquisitions of Fairbanco Holding Company, Inc., a Georgia bank
holding company, Eagle National Bank, a national banking association, and Liberty National
Bancshares, Inc., a Georgia bank holding company. These acquisitions collectively added $438
million in assets and $415 million in deposits. In addition, United opened seven de novo locations
in 2005 and two in 2004. During 2005, United made no acquisitions.
UCB-Georgia, through its full-service retail mortgage lending division, United Community
Mortgage Services (UCMS), is approved as a seller/servicer for Federal National Mortgage
Association and Federal Home Loan Mortgage Corporation and provides fixed and adjustable-rate home
mortgages. During 2005, UCB-Georgia originated $396 million of residential mortgage loans for the
purchase of homes and to refinance existing mortgage debt, of which substantially all were sold
into the secondary market with no recourse to UCB-Georgia.
Acquired in 2000, Brintech, Inc. (Brintech), a subsidiary of UCB-Georgia, is a consulting
firm for the financial services industry. Brintech provides consulting, advisory, and
implementation services in the areas of strategic planning, profitability improvement, technology,
efficiency, security, risk management, network, Internet banking, web site development, marketing,
core processing, and telecommunications.
United owns an insurance agency, United Community Insurance Services, Inc. (UCIS), known as
United Community Advisory Services, that is a subsidiary of UCB-Georgia.
United provides retail brokerage services through an affiliation with a third party
broker/dealer.
3
Forward-Looking Statements
This Form 10-K contains forward-looking statements regarding United, including, without
limitation, statements relating to Uniteds expectation with respect to revenue, credit losses,
levels of nonperforming assets, expenses, earnings and other measures of financial performance.
Words such as may, could, would, should, believes, expects, anticipates, estimates,
intends, plans, targets or similar expressions are intended to identify forward-looking
statements. These forward-looking statements are not guarantees of future performance and involve
certain risks and uncertainties that are subject to change based on various factors (many of which
are beyond Uniteds control). The following factors, among others, could cause Uniteds financial
performance to differ materially from the expectations expressed in such forward-looking
statements:
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our recent operating results may not be indicative of future operating results; |
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our business is subject to the success of the local economies in which we operate; |
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our concentration of construction loans is subject to unique risks that could adversely affect our earnings; |
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we may face risks with respect to future expansion and acquisitions or mergers; |
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changes in prevailing interest rates may negatively affect our net income and the value of our assets; |
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if our allowance for loan losses is not sufficient to cover actual loan losses, earnings would decrease; |
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competition from financial institutions and other financial service providers may adversely affect our profitability; |
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business increases, productivity gains and other investments are lower than expected
or do not occur as quickly as anticipated; |
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competitive pressures among financial services companies increase significantly; |
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the strength of the United States economy in general changes; |
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trade, monetary and fiscal policies and laws, including interest rate policies of the
Board of Governors of the Federal Reserve System, change; |
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inflation or market conditions fluctuate; |
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conditions in the stock market, the public debt market and other capital markets deteriorate; |
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financial services laws and regulations change; |
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technology changes and United fails to adapt to those changes; |
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consumer spending and saving habits change; |
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unanticipated regulatory or judicial proceedings occur; and |
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United is unsuccessful at managing the risks involved in the foregoing. |
Additional information with respect to factors that may cause actual results to differ
materially from those contemplated by such forward-looking statements may also be included in other
reports that United files with the Securities and Exchange Commission. United cautions that the
foregoing list of factors is not exclusive and not to place undue reliance on forward-looking
statements. United does not intend to update any forward-looking statement, whether written or
oral, relating to the matters discussed in this Form 10-K.
Monetary Policy And Economic Conditions
The Banks profitability depends to a substantial extent on the difference between interest
revenue the Banks receive from their loans, investments, and other earning assets, and the interest
the Banks pay on their deposits and other liabilities. These rates are highly sensitive to many
factors that are beyond the control of the Banks, including national and international economic
conditions and the monetary policies of various governmental and regulatory authorities,
particularly the Federal Reserve. The instruments of monetary policy employed by the Federal
Reserve include open market operations in U.S. government securities, changes in the discount rate
on bank borrowings and changes in reserve requirements against bank deposits.
Competition
The market for banking and bank-related services is highly competitive. The Banks actively
compete in their respective market areas, which include north Georgia, metro Atlanta, coastal
Georgia, western North Carolina and east Tennessee, with other providers of deposit and credit
services. These competitors include other commercial banks, savings banks, savings and loan
associations, credit unions, mortgage companies, and brokerage firms.
4
The following table displays the respective percentage of total bank and thrift deposits in
each county where the Banks have operations. The table also indicates the ranking by deposit size
in each county. All information in the table was obtained from the Federal Deposit Insurance
Corporation Summary of Deposits as of June 30, 2005. The following information only shows market
share in deposit gathering, which may not be indicative of market presence in other areas.
United Community Banks, Inc.
Share of Local Deposit Markets by County
Banks and Savings Institutions
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Market |
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Rank in |
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Share |
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Market |
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UCB-Geogia |
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Metro Atlanta
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Bartow |
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7 |
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8 |
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Carroll |
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2 |
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11 |
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Cherokee |
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1 |
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15 |
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Cobb |
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2 |
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13 |
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Coweta |
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2 |
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10 |
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Dawson |
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32 |
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2 |
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Douglas |
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1 |
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12 |
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Fayette |
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1 |
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11 |
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Forsyth |
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2 |
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12 |
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Fulton |
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1 |
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18 |
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Henry |
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4 |
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6 |
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Newton |
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4 |
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5 |
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Paulding |
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2 |
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6 |
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Rockdale |
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14 |
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2 |
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North Georgia
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Chattooga |
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35 |
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2 |
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Fannin |
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58 |
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1 |
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Floyd |
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13 |
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3 |
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Gilmer |
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17 |
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2 |
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Habersham |
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13 |
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4 |
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Hall |
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3 |
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7 |
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Lumpkin |
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21 |
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3 |
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Rabun |
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14 |
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3 |
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Towns |
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33 |
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2 |
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Union |
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80 |
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1 |
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White |
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38 |
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1 |
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Coastal Georgia
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Chatham |
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1 |
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13 |
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Glynn |
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16 |
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3 |
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Ware |
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8 |
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6 |
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UCB-North Carolina |
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Avery |
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12 |
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4 |
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Cherokee |
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42 |
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1 |
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Clay |
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63 |
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1 |
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Graham |
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72 |
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1 |
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Haywood |
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11 |
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5 |
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Henderson |
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1 |
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13 |
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Jackson |
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18 |
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2 |
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Macon |
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7 |
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5 |
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Mitchell |
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24 |
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3 |
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Swain |
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23 |
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2 |
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Transylvania |
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16 |
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3 |
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Yancey |
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8 |
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5 |
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UCB-Tennessee |
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Blount |
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3 |
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10 |
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Knox |
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1 |
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13 |
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Loudon |
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17 |
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3 |
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McMinn |
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2 |
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9 |
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Monroe |
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1 |
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10 |
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Roane |
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8 |
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6 |
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5
Loans
The Banks make both secured and unsecured loans to individuals, firms, and corporations.
Secured loans include first and second real estate mortgage loans. The Banks also make direct
installment loans to consumers on both a secured and unsecured basis. At December 31, 2005,
commercial (commercial and industrial), commercial (secured by real estate), construction,
residential mortgage and installment loans represented approximately 5%, 24%, 40%, 27% and 4%,
respectively, of Uniteds total loan portfolio.
Specific risk elements associated with each of the Banks lending categories include, but are
not limited to:
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Loan Type |
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Risk Elements |
Commercial (commercial and
industrial)
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Industry concentrations; inability
to monitor the condition of
collateral (inventory, accounts
receivable and vehicles); lack of
borrower management expertise,
increased competition; use of
specialized or obsolete equipment as
collateral; insufficient cash flow
from operations to service debt
payment. |
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Commercial (secured by real estate)
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Declines in general economic
conditions and occupancy rates;
business failure and lack of a
suitable alternative use for
property; environmental
contamination. |
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Construction
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Inadequate long-term financing
arrangements; cost overruns, changes
in market demand for property. |
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Residential mortgage
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Changes in local economy affecting
borrowers employment; insufficient
collateral value due to decline in
property value. |
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Installment
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Loss of borrowers employment;
changes in local economy; the
inability to monitor collateral
(vehicles and boats). |
Lending Policy
The Banks make loans primarily to persons or businesses that reside, work, own property, or
operate in their primary market areas. Unsecured loans are generally made only to persons who
qualify for such credit based on net worth and liquidity. Secured loans are made to persons who
are well established and have net worth, collateral, and cash flow to support the loan. Exceptions
to the Banks policies are permitted on a case-by-case basis and require the approving officer to
document, in writing, the reason for the exception. Policy exceptions made for borrowers whose
total aggregate loans exceed the approving officers credit limit must be approved through the
credit approval process. All loans to borrowers whose aggregate lending relationship exceeds $5
million must be reported to the Banks Boards of Directors for ratification.
Uniteds Credit Administration department provides each lending officer with written
guidelines for lending activities as approved by the Banks Boards of Directors. Limited lending
authority is delegated to lending officers by Uniteds Management Credit and Policy Committee as
authorized by the Banks Boards of Directors. Loans in excess of individual officer credit
authority must be approved by a senior officer with sufficient approval authority delegated by the
Management Credit and Policy Committee as authorized by the Banks Boards of Directors. Loans to
borrowers whose total aggregate loans exceed $12.5 million require the additional approval of two
United directors.
6
Regional Credit Managers
United utilizes its Regional Credit Managers to provide credit administration support to the
Banks as needed. The Regional Credit Managers have joint lending approval authority with the
Presidents within varying limits set by the Management Credit and Policy Committee based on
characteristics of each market. The Regional Credit Managers also provide credit underwriting
support as needed by the Banks they serve.
Loan Review and Non-performing Assets
The Loan Review Department of United reviews, or engages an independent third party to review,
the Banks loan portfolios on an ongoing basis to identify any weaknesses in the portfolio and to
assess the general quality of credit underwriting. The results of such reviews are presented to the
Presidents of each of the Community Banks, the Chief Credit Officer of United, and the Boards of
Directors of each of the Community Banks. If an individual loan or credit relationship has a
material weakness identified during the review process, the risk rating of the loan, or all loans
comprising that credit relationship, will be downgraded to a classification that most closely
matches the current risk level. The review process also provides for the upgrade of loans that
show improvement since the last review. Since each loan in a credit relationship may have a
different credit structure, collateral, and other secondary source of repayment, different loans in
a relationship can be assigned different risk ratings. Under Uniteds 10-tier loan grading system,
grades 1 through 6 are considered pass (acceptable) credit risk, grade 7 is a watch rating, and
grades 8 through 10 are adversely classified credits that require managements attention. Both
the pass and adversely classified ratings, and the entire 10-grade rating scale, provide for a
higher numeric rating for increased risk. For example, a risk rating of 1 is the least risky of
all credits and would be typical of a loan that is 100% secured by a deposit at one of the Banks.
Risk ratings of 2 through 6 in the pass category each have incrementally more risk. The four watch
list credit ratings and rating definitions are:
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7 (Watch)
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Weaknesses exist that could cause future impairment,
including the deterioration of financial ratios, past-due status and questionable
management capabilities. Collateral values generally afford adequate coverage,
but may not be immediately marketable. |
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8 (Substandard)
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Specific and well-defined weaknesses that may include
poor liquidity and deterioration of financial ratios. Loan may be past-due and
related deposit accounts experiencing overdrafts. Immediate corrective action is
necessary. |
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9 (Doubtful)
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Specific weaknesses characterized by Substandard that
are severe enough to make collection in full unlikely. No reliable secondary
source of full repayment. |
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10 (Loss)
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Same characteristics as Doubtful, however, probability of
loss is certain. Loans classified as such are generally charged-off. |
In addition, Credit Administration and Accounting jointly prepare a quarterly analysis to
determine the adequacy of the Allowance for Loan Losses (ALL) for each of the Banks. The
aggregation of these ALL analyses provides the consolidated analysis for United. The ALL analysis
starts with total loans and subtracting loans secured by deposit accounts at the Banks, which
effectively have no risk of loss. Next, all loans with an adversely classified rating are
subtracted, including loans considered impaired. The remaining loan balance for each major loan
category is then multiplied by its respective loss factor that was derived from the average
historical loss rate for the preceding two year period, adjusted to reflect current economic
conditions, which provides a required minimum ALL for pass credits. The remaining total loans in
each of the four watch list rating categories are then multiplied by the following loss factors:
Watch (5%); Substandard (25%); Doubtful (50%); and Loss (100%). Loans that are considered impaired
are evaluated separately and are assigned specific reserves as necessary.
7
Asset/Liability Committees
Uniteds asset/liability committee (ALCO) is composed of the executive officers and
Treasurer of United. The Banks ALCOs are composed of executive officers of each of the Banks and
the Treasurer of United. The ALCOs are charged with managing the assets and liabilities of United
and each of the Banks. The ALCOs attempt to manage asset growth, liquidity, and capital to
maximize income and reduce interest rate risk, market risk and liquidity risk. The ALCOs direct
each Banks overall acquisition and allocation of funds. At periodic meetings, the committees
review the monthly asset and liability funds budget in relation to the actual flow of funds; the
ratio of the amount of rate sensitive assets to the amount of rate sensitive liabilities; the ratio
of allowance for loan losses to outstanding and non-performing loans; and other variables, such as
stress testing expected loan demand, investment opportunities, core deposit growth within specified
categories, regulatory changes, monetary policy adjustments and the overall state of the economy.
A more comprehensive discussion of Uniteds Asset/Liability Management and interest rate risk is
contained in the Managements Discussion and Analysis (Part II, Item 7) and Quantitative and
Qualitative Disclosures About Market Risk (Part II, Item 7A) sections of this report.
Investment Policy
The Banks investment portfolio policy is to maximize income within liquidity, asset quality
and regulatory constraints. The policy is reviewed from time to time by Uniteds ALCO and the
Banks Boards of Directors. Individual transactions, portfolio composition, and performance are
reviewed and approved periodically by the Banks Boards of Directors or a committee thereof. The
Chief Financial Officer and Treasurer of United and the President of each of the Banks administer
the policy and report information to the Boards of Directors on a quarterly basis concerning sales,
purchases, maturities and calls, resultant gains or losses, average maturity, federal taxable
equivalent yields, and appreciation or depreciation by investment categories.
Employees
As of December 31, 2005, United and its subsidiaries had 1,643 full-time equivalent employees.
Neither United nor any of the subsidiaries was a party to any collective bargaining agreement, and
management believes that employee relations are good.
Available Information
Uniteds Internet website address is ucbi.com. United makes available free of charge through
its website Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form
8-K, and amendments to those reports, as soon as reasonably practicable after they are filed with,
or furnished to, the Securities & Exchange Commission.
Supervision And Regulation
The following is an explanation of the supervision and regulation of United and the Banks as
financial institutions. This explanation does not purport to describe state, federal or Nasdaq
National Market supervision and regulation of general business corporations or Nasdaq listed
companies.
General. United is a registered bank holding company subject to regulation by the Board of
Governors of the Federal Reserve System (the Federal Reserve) under the Bank Holding Company Act
of 1956, as amended (the Act). United is required to file annual and quarterly financial
information with the Federal Reserve and is subject to periodic examination by the Federal Reserve.
The Act requires every bank holding company to obtain the Federal Reserves prior approval
before (1) it may acquire direct or indirect ownership or control of more than 5% of the voting
shares of any bank that it does not already control; (2) it or any of its non-bank subsidiaries may
acquire all or substantially all of the assets of a bank; and (3) it may merge or consolidate with
any other bank holding company. In addition, a bank holding company is generally prohibited from
engaging in, or acquiring, direct or indirect control of the voting shares of any company engaged
in non-banking activities. This prohibition does not apply to activities listed in the Act or
found by the Federal Reserve, by order or regulation, to be closely related to banking or managing
or controlling banks as to be a proper incident thereto. Some of the activities that the Federal
Reserve has determined by regulation or order to be closely related to banking are:
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making or servicing loans and certain types of leases; |
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performing certain data processing services; |
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acting as fiduciary or investment or financial advisor; |
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providing brokerage services; |
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underwriting bank eligible securities; |
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underwriting debt and equity securities on a limited basis through separately capitalized subsidiaries; and |
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making investments in corporations or projects designed primarily to promote community welfare. |
Although the activities of bank holding companies have traditionally been limited to the
business of banking and activities closely related or incidental to banking (as discussed above),
the Gramm-Leach-Bliley Act (the GLB Act) relaxed the previous limitations and permitted bank
holding companies to engage in a broader range of financial activities. Specifically, bank holding
companies may elect to become financial holding companies which may affiliate with securities firms
and insurance companies and engage in other activities that are financial in nature. Among the
activities that are deemed financial in nature include:
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lending, exchanging, transferring, investing for others or safeguarding money or
securities; |
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insuring, guaranteeing, or indemnifying against loss, harm, damage, illness,
disability, or death, or providing and issuing annuities, and acting as principal,
agent, or broker with respect thereto; |
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providing financial, investment, or economic advisory services, including advising an investment company; |
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issuing or selling instruments representing interests in pools of assets permissible for a bank to hold directly; and |
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underwriting, dealing in or making a market in securities. |
A bank holding company may become a financial holding company under this statute only if each
of its subsidiary banks is well capitalized, is well managed and has at least a satisfactory rating
under the Community Reinvestment Act. A bank holding company that falls out of compliance with
such requirement may be required to cease engaging in certain activities. Any bank holding company
that does not elect to become a financial holding company remains subject to the bank holding
company restrictions of the Act.
Under this legislation, the Federal Reserve Board serves as the primary umbrella regulator
of financial holding companies with supervisory authority over each parent company and limited
authority over its subsidiaries. The primary regulator of each subsidiary of a financial holding
company will depend on the type of activity conducted by the subsidiary. For example,
broker-dealer subsidiaries will be regulated largely by securities regulators and insurance
subsidiaries will be regulated largely by insurance authorities.
United has no current plans to register as a financial holding company.
United must also register with the Georgia Department of Banking and Finance (DBF) and file
periodic information with the DBF. As part of such registration, the DBF requires information with
respect to the financial condition, operations, management and intercompany relationships of United
and the Banks and related matters. The DBF may also require such other information as is necessary
to keep itself informed as to whether the provisions of Georgia law and the regulations and orders
issued thereunder by the DBF have been complied with, and the DBF may examine United and each of
the Banks. The North Carolina Banking Commission (NCBC), which has the statutory authority to
regulate non-banking affiliates of North Carolina banks, in 1992 began using this authority to
examine and regulate the activities of North Carolina-based holding companies owning North
Carolina-based banks. Although the NCBC has not exercised its authority to date to examine and
regulate holding companies outside of North Carolina that own North Carolina banks, it is likely
the NCBC may do so in the future. The Tennessee Department of Financial Institutions (TDFI) does
not examine or directly regulate out-of-state holding companies.
United is an affiliate of the Banks under the Federal Reserve Act, which imposes certain
restrictions on (1) loans by the Banks to United, (2) investments in the stock or securities of
United by the Banks, (3) the Banks taking the stock or securities of an affiliate as collateral
for loans by the Bank to a borrower, and (4) the purchase of assets from United by the Banks.
Further, a bank holding company and its subsidiaries are prohibited from engaging in certain tie-in
arrangements in connection with any extension of credit, lease or sale of property or furnishing of
services.
Each of Uniteds subsidiaries is regularly examined by the Federal Deposit Insurance
Corporation (the FDIC). UCB-Georgia as a state banking association organized under Georgia law,
is subject to the supervision of, and is regularly examined by, the DBF. UCB-North Carolina is
subject to the supervision of, and is regularly examined by, the NCBC. UCB-Tennessee is subject to
the supervision of, and is regularly examined by, the TDFI. Both the FDIC and the respective state
bank regulators must grant prior
9
approval of any merger, consolidation or other corporation
reorganization involving UCB-Georgia, UCB-North Carolina and UCB-Tennessee. A bank can be held
liable for any loss incurred by, or reasonably expected to be incurred by, the FDIC in connection
with the default of a commonly-controlled institution.
On February 8, 2006, UCB-Georgia and UCB-Tennessee filed an application to merge UCB-Tennessee
with and into UCB-Georgia with the FDIC and the DBF. United anticipates that the merger will occur
on April 1, 2006. If the merger is completed, UCB-Tennessee will no longer exist as a Tennessee
state chartered bank and will not be subject to the supervision and examination of the TDFI as a
Tennessee state bank. The resulting branches of UCB-Georgia in Tennessee will continue to be
subject to the regulation and examination of the TDFI as out-of-state branches of UCB-Georgia.
Payment of Dividends. United is a legal entity separate and distinct from the Banks. Most of
the revenue of United results from dividends paid to it by the Banks. There are statutory and
regulatory requirements applicable to the payment of dividends by the Banks, as well as by United
to its shareholders.
Under the regulations of the DBF, dividends may not be declared out of the retained earnings
of a state bank without first obtaining the written permission of the DBF, unless such bank meets
all the following requirements:
|
(a) |
|
total classified assets as of the most recent examination of the bank do not
exceed 80% of equity capital (as defined by regulation); |
|
|
(b) |
|
the aggregate amount of dividends declared or anticipated to be declared in the
calendar year does not exceed 50% of the net profits after taxes but before dividends
for the previous calendar year; and |
|
|
(c) |
|
the ratio of equity capital to adjusted assets is not less than 6%. |
Under North Carolina law, state banks may declare a dividend for as much of the undivided
profits of UCB-North Carolina as it deems appropriate.
Under Tennessee law, dividends may not be declared out of undivided profits of a
state bank without first obtaining the written permission of the TDFI unless the
undivided profits account has been properly maintained with all applicable adjustments
and transfers.
The payment of dividends by United and the Banks may also be affected or limited by other
factors, such as the requirement to maintain adequate capital above regulatory guidelines. In
addition, if, in the opinion of the applicable regulatory authority, a bank under its jurisdiction
is engaged in or is about to engage in an unsafe or unsound practice (which, depending upon the
financial condition of the bank, could include the payment of dividends), such authority may
require, after notice and hearing, that such bank cease and desist from such practice. The FDIC
has issued a policy statement providing that insured banks should generally only pay dividends out
of current operating earnings. In addition to the formal statutes and regulations, regulatory
authorities consider the adequacy of each of the Banks total capital in relation to its assets,
deposits and other such items. Capital adequacy considerations could further limit the
availability of dividends to the Banks. At December 31, 2005, net assets available from the Banks
to pay dividends without prior approval from regulatory authorities totaled approximately $40
million. For 2005, Uniteds declared cash dividend payout to common stockholders was $10.9
million, or 19.05% of basic earnings per common share.
Capital Adequacy. The Federal Reserve and the FDIC have implemented substantially identical
risk-based rules for assessing bank and bank holding company capital adequacy. These regulations
establish minimum capital standards in relation to assets and off-balance sheet exposures as
adjusted for credit risk. Banks and bank holding companies are required to have (1) a minimum
level of Total Capital (as defined) to risk-weighted assets of eight percent (8%); and (2) a
minimum Tier I Capital (as defined) to risk-weighted assets of four percent (4%). In addition, the
Federal Reserve and the FDIC have established a minimum three percent (3%) leverage ratio of Tier I
Capital to quarterly average total assets for the most highly-rated banks and bank holding
companies. Tier I Capital generally consists of common equity excluding unrecognized gains and
losses on available for sale securities, plus minority interests in equity accounts of consolidated
subsidiaries and certain perpetual preferred stock less certain intangibles. The Federal Reserve
and the FDIC will require a bank holding company and a bank, respectively, to maintain a leverage
ratio greater than four percent (4%) if either is experiencing or anticipating significant growth
or is operating with less than well-diversified risks in the opinion of the Federal Reserve. The
Federal Reserve and the FDIC use the leverage ratio in tandem with the risk-based ratio to assess
the capital adequacy of banks and bank holding companies. The FDIC, the Office of the Comptroller
of the Currency (the OCC) and the Federal Reserve consider interest rate risk in the overall
determination of a banks capital ratio, requiring banks with greater interest rate risk to
maintain adequate capital for the risk.
10
In addition, Section 38 of the Federal Deposit Insurance Act implemented the prompt
corrective action provisions that Congress enacted as a part of the Federal Deposit Insurance
Corporation Improvement Act of 1991 (the 1991 Act). The prompt corrective action provisions
set forth five regulatory zones in which all banks are placed largely based on their capital
positions. Regulators are permitted to take increasingly harsh action as a banks financial
condition declines. Regulators are also empowered to place in receivership or require the sale of
a bank to another depository institution when a banks capital leverage ratio reaches 2%. Better
capitalized institutions are generally subject to less onerous regulation and supervision than
banks with lesser amounts of capital.
The FDIC has adopted regulations implementing the prompt corrective action provisions of the
1991 Act, which place financial institutions in the following five categories based upon
capitalization ratios: (1) a well capitalized institution has a Total risk-based capital ratio of
at least 10%, a Tier I risk-based ratio of at least 6% and a leverage ratio of at least 5%; (2) an
adequately capitalized institution has a Total risk-based capital ratio of at least 8%, a Tier I
risk-based ratio of at least 4% and a leverage ratio of at least 4%; (3) an undercapitalized
institution has a Total risk-based capital ratio of under 8%, a Tier I risk-based ratio of under 4%
or a leverage ratio of under 4%; (4) a significantly undercapitalized institution has a Total
risk-based capital ratio of under 6%, a Tier I risk-based ratio of under 3% or a leverage ratio of
under 3%; and (5) a critically undercapitalized institution has a leverage ratio of 2% or less.
Institutions in any of the three undercapitalized categories would be prohibited from declaring
dividends or making capital distributions. The FDIC regulations also establish procedures for
downgrading an institution to a lower capital category based on supervisory factors other than
capital.
To continue to conduct its business as currently conducted, United and the Banks will need to
maintain capital well above the minimum levels. As of December 31, 2005 and 2004, the most recent
notifications from the FDIC categorized each of the Banks as well capitalized under current
regulations.
Loans. Inter-agency guidelines adopted by federal bank regulators mandate that financial
institutions establish real estate lending policies with maximum allowable real estate
loan-to-value limits, subject to an allowable amount of non-conforming loans as a percentage of
capital. The Banks adopted the federal guidelines in 2001.
Transactions with Affiliates. Under federal law, all transactions between and among a state
nonmember bank and its affiliates, which include holding companies, are subject to Sections 23A and
23B of the Federal Reserve Act and Regulation W promulgated thereunder. Generally, these
requirements limit these transactions to a percentage of the banks capital and require all of them
to be on terms at least as favorable to the bank as transactions with non-affiliates. In addition,
a bank may not lend to any affiliate engaged in non-banking activities not permissible for a bank
holding company or acquire shares of any affiliate that is not a subsidiary. The FDIC is
authorized to impose additional restrictions on transactions with affiliates if necessary to
protect the safety and soundness of a bank. The regulations also set forth various reporting
requirements relating to transactions with affiliates.
Financial Privacy. In accordance with the GLB Act, federal banking regulators adopted rules
that limit the ability of banks and other financial institutions to disclose non-public information
about consumers to nonaffiliated third parties. These limitations require disclosure of privacy
policies to consumers and, in some circumstances, allow consumers to prevent disclosure of certain
personal information to a nonaffiliated third party. The privacy provisions of the GLB Act affect
how consumer information is transmitted through diversified financial companies and conveyed to
outside vendors.
Anti-Money Laundering Initiatives and the USA Patriot Act. A major focus of governmental
policy on financial institutions in recent years has been aimed at combating terrorist financing.
This has generally been accomplished by amending existing anti-money laundering laws and
regulations. The USA Patriot Act of 2001 (the USA Patriot Act) has imposed significant new
compliance and due diligence obligations, creating new crimes and penalties. The United States
Treasury Department has issued a number of implementing regulations which apply to various
requirements of the USA Patriot Act to United and the Banks. These regulations impose obligations
on financial institutions to maintain appropriate policies, procedures and controls to detect,
prevent and report money laundering and terrorist financing and to verify the identity of their
customers. Failure of a financial institution to maintain and implement adequate programs to
combat terrorist financing, or to comply with all of the relevant laws or regulations, could have
serious legal and reputational consequences for the institution.
11
Executive Officers Of United
Executive officers of United are elected by the Board of Directors annually and serve at the
pleasure of the Board of Directors.
The executive officers of United, and their ages, positions with United, past five year
employment history and terms of office as of January 31, 2006, are as follows:
|
|
|
|
|
|
|
Name (age) |
|
Position with United |
|
Officer of United Since |
Jimmy C. Tallent
(53)
|
|
President, Chief Executive Officer and
Director of United
|
|
|
1988 |
|
|
|
|
|
|
|
|
Guy W. Freeman
(69)
|
|
Executive Vice President of Banking and
Director of United
|
|
|
1995 |
|
|
|
|
|
|
|
|
Rex S. Schuette
(56)
|
|
Executive Vice President and Chief Financial
Officer of United
|
|
|
2001 |
|
|
|
|
|
|
|
|
Thomas C. Gilliland
(58)
|
|
Executive Vice President, Secretary, General
Counsel and Director of United
|
|
|
1992 |
|
|
|
|
|
|
|
|
Ray K. Williams
(60)
|
|
Executive Vice President of Risk Management
of United since March 2002; prior to joining
United, he was a private investor from 1996
to 2002, before that he was Corporate Senior
Credit Officer of Bank South Corporation
|
|
|
2002 |
|
|
|
|
|
|
|
|
Craig Metz
(50)
|
|
Executive Vice President of Marketing of
United since August 2002; prior to joining
United, he was Executive Vice President of
Consumer Marketing Services of Assurant
Group Fortis Company
|
|
|
2002 |
|
|
|
|
|
|
|
|
William M. Gilbert
(53)
|
|
Senior Vice President of Retail Banking of
United since June 2003; previously, he was
President of United Community Bank
Summerville
|
|
|
2003 |
|
None of the above officers are related and there are no arrangements or understandings between
them and any other person pursuant to which any of them was elected as an officer, other than
arrangements or understandings with directors or officers of United acting solely in their
capacities as such.
12
ITEM 1A. RISK FACTORS.
An investment in Uniteds common stock involves risk. Investors should carefully consider the
risks described below and all other information contained in this Annual Report on Form 10-K and
the documents incorporated by reference before deciding to purchase common stock. It is possible
that risks and uncertainties not listed below may arise or become material in the future and affect
Uniteds business.
Recent operating results may not be indicative of future operating results.
United may not be able to sustain its growth. Various factors, such as increased size, economic
conditions, regulatory and legislative considerations, competition and the ability to find and
retain people that can make Uniteds community-focused operating model successful, may impede its
ability to expand its market presence. If United experiences a significant decrease in its growth
rate, its results of operations and financial condition may be adversely affected.
Uniteds business is subject to the success of the local economies and real estate markets in which
it operates.
Uniteds success significantly depends on the growth in population, income levels, loans and
deposits and on the continued stability in real estate values in its markets. If the communities in
which it operates do not grow or if prevailing economic conditions locally or nationally are
unfavorable, Uniteds business may be adversely affected. Adverse economic conditions in Uniteds
specific market areas, specifically decreases in real estate property values due to the nature of
Uniteds loan portfolio, over 90% of which is secured by real estate, could reduce Uniteds growth
rate, affect the ability of customers to repay their loans and generally affect Uniteds financial
condition and results of operations. United is less able than a larger institution to spread the
risks of unfavorable local economic conditions across a large number of more diverse economies.
Uniteds concentration of construction loans is subject to unique risks that could adversely affect
earnings.
Uniteds construction loan portfolio was $1.7 billion at December 31, 2005, comprising 40% of
total loans. Construction loans are often riskier than home equity loans or residential mortgage
loans to individuals. In the event of a general economic slowdown, they would represent higher risk
due to slower sales and reduced cash flow that could impact the borrowers ability to repay on a
timely basis.
United may face risks with respect to future expansion and acquisitions.
United regularly engages in de novo branch expansion. Also, if a business opportunity becomes
available in the right market with the right management team, United may seek to acquire other
financial institutions or parts of those institutions. These involve a number of risks, including:
|
|
|
the potential inaccuracy of the estimates and judgments used to evaluate credit,
operations, management and market risks with respect to a target institution; |
|
|
|
|
the time and costs of evaluating new markets, hiring or retaining experienced local
management and opening new offices and the time lags between these activities and the
generation of sufficient assets and deposits to support the costs of the expansion; |
|
|
|
|
the incurrence and possible impairment of goodwill associated with an acquisition and
possible adverse effects on results of operations; and |
|
|
|
|
the risk of loss of key employees and customers. |
Changes in prevailing interest rates may negatively affect net income and the value of Uniteds
assets.
Changes in prevailing interest rates may negatively affect the level of net interest revenue,
the primary component of net operating income. In a period of changing interest rates, interest
expense may increase at different rates than the interest earned on assets. Accordingly, changes in
interest rates could decrease net interest revenue. At December 31, 2005, our simulation model
indicated that a 200 basis point increase in rates over the next twelve months would cause an
approximate 2.0% increase in net interest revenue and a 200 basis point decrease in rates over the
next twelve months would cause an approximate 6.2% decrease in net interest revenue.
13
Changes in the level of interest rates may also negatively affect the value of Uniteds assets
and its ability to realize book value from the sale of those assets, all of which ultimately affect
earnings. In addition, an increase in interest rates may decrease the demand for loans.
If Uniteds allowance for loan losses is not sufficient to cover actual loan losses, earnings would
decrease.
Uniteds loan customers may not repay their loans according to their terms and the collateral
securing the payment of these loans may be insufficient to assure repayment. United may experience
significant loan losses which would have a material adverse effect on operating results. Management
makes various assumptions and judgments about the collectibility of the loan portfolio, including
the creditworthiness of borrowers and the value of the real estate and other assets serving as
collateral for the repayment of loans. United maintains an allowance for loan losses in an attempt
to cover any loan losses inherent in the portfolio. In determining the size of the allowance,
management relies on an analysis of the loan portfolio based on historical loss experience, volume
and types of loans, trends in classification, volume and trends in delinquencies and non-accruals,
national and local economic conditions and other pertinent information. If those assumptions are
incorrect, the allowance may not be sufficient to cover future loan losses and adjustments may be
necessary to allow for different economic conditions or adverse developments in the loan portfolio.
Competition from financial institutions and other financial service providers may adversely affect
Uniteds profitability.
The banking business is highly competitive, and United experiences competition in each of its
markets from many other financial institutions. United competes with commercial banks, credit
unions, savings and loan associations, mortgage banking firms, consumer finance companies,
securities brokerage firms, insurance companies, money market funds and other mutual funds, as well
as community, super-regional, national and international financial institutions that operate
offices in its market areas and elsewhere. United competes with these institutions both in
attracting deposits and in making loans. Many of Uniteds competitors are well-established, larger
financial institutions that are able to operate profitably with a narrower net interest margin and
have a more diverse revenue base. United may face a competitive disadvantage as a result of its
smaller size, lack of geographic diversification and inability to spread costs across broader
markets. Although United competes by concentrating marketing efforts in primary markets with local
advertisements, personal contacts and greater flexibility and responsiveness in working with local
customers, there can be no assurance that this strategy will continue to be successful.
ITEM 1B. UNRESOLVED STAFF COMMENTS.
There have been no written comments from the Securities and Exchange Commission staff
regarding Uniteds periodic or current reports under the Exchange Act.
ITEM 2. PROPERTIES.
The executive offices of United are located at 63 Highway 515, Blairsville, Georgia. United
owns this property. The Banks conduct business from facilities primarily owned by the Banks, all
of which are in a good state of repair and appropriately designed for use as banking facilities.
The Banks provide services or perform operational functions at 105 locations, of which 77 are owned
and 28 are leased under operating leases. Note 7 to Uniteds Consolidated Financial Statements
includes additional information regarding amounts invested in premises and equipment.
ITEM 3. LEGAL PROCEEDINGS.
In the ordinary course of operations, United and the Banks are defendants in various legal
proceedings. In the opinion of management, there is no pending or threatened proceeding in which
an adverse decision could result in a material adverse change in the consolidated financial
condition or results of operations of United.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted to a vote of the security holders of United during the fourth
quarter of the fiscal year covered by this report.
14
PART II
ITEM 5. MARKET FOR UNITEDS COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES.
Stock. Uniteds common stock trades on The Nasdaq National Stock Market under the symbol
UCBI. The closing price for the period ended December 31, 2005 was $26.66. Below is a schedule
of high, low and closing stock prices and average daily volume for all quarters in 2005 and 2004.
Stock
Price Information
(All prior
period amounts have been restated to reflect the three-for-two stock
split effective April 28, 2004.)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2004 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Avg Daily |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Avg Daily |
|
|
|
High |
|
|
Low |
|
|
Close |
|
|
Volume |
|
|
High |
|
|
Low |
|
|
Close |
|
|
Volume |
|
First quarter |
|
$ |
27.92 |
|
|
$ |
23.02 |
|
|
$ |
23.73 |
|
|
|
42.662 |
|
|
$ |
24.62 |
|
|
$ |
21.37 |
|
|
$ |
23.73 |
|
|
|
26,364 |
|
Second quarter |
|
|
26.44 |
|
|
|
21.70 |
|
|
|
26.02 |
|
|
|
63,805 |
|
|
|
25.36 |
|
|
|
21.89 |
|
|
|
25.18 |
|
|
|
43,316 |
|
Third quarter |
|
|
29.36 |
|
|
|
25.75 |
|
|
|
28.50 |
|
|
|
59,305 |
|
|
|
25.45 |
|
|
|
21.75 |
|
|
|
24.27 |
|
|
|
30,366 |
|
Fourth quarter |
|
|
30.50 |
|
|
|
25.32 |
|
|
|
26.66 |
|
|
|
74,710 |
|
|
|
29.60 |
|
|
|
23.17 |
|
|
|
26.93 |
|
|
|
34,920 |
|
At January 31, 2006, there were approximately 12,000 shareholders of record.
Stock Split. On April 28, 2004, United affected a three-for-two stock split in the form of a
stock dividend for shareholders of record April 14, 2004. All financial statements and per share
amounts included in this Form 10-K have been restated to reflect the change in the number of shares
outstanding as of the beginning of the earliest period presented.
Dividends. United declared cash dividends of $.28, $.24 and $.20 per common share in 2005,
2004 and 2003, respectively. Federal and state laws and regulations impose restrictions on the
ability of United and the Banks to pay dividends. Additional information regarding this item is
included in Note 15 to the Consolidated Financial Statements and under the heading of Supervision
and Regulation in Part I of this report.
Shares Repurchases. Uniteds 2000 Key Employee Stock Option Plan allows option holders to
exercise stock options by delivering previously acquired shares having a fair market value equal to
the exercise price provided that the shares delivered must have been held by the option holder for
at least six months. During 2005 and 2004, optionees delivered 52,284 and 21,857 shares,
respectively, to exercise stock options. There were no other share repurchases during 2005 and
2004.
15
ITEM 6
.. SELECTED FINANCIAL DATA
UNITED COMMUNITY BANKS, INC.
Selected Financial Information
For the Years Ended December 31,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands, except per share data; |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5 Year |
|
taxable equivalent) |
|
2005 |
|
|
2004 |
|
|
2003 |
|
|
2002 |
|
|
2001 |
|
|
CAGR (4 ) |
|
|
INCOME SUMMARY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest revenue |
|
$ |
338,818 |
|
|
$ |
239,386 |
|
|
$ |
209,338 |
|
|
$ |
195,932 |
|
|
$ |
210,036 |
|
|
|
|
|
Interest expense |
|
|
127,426 |
|
|
|
74,794 |
|
|
|
70,600 |
|
|
|
76,357 |
|
|
|
100,874 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest revenue |
|
|
211,392 |
|
|
|
164,592 |
|
|
|
138,738 |
|
|
|
119,575 |
|
|
|
109,162 |
|
|
|
14 |
% |
Provision for loan losses |
|
|
12,100 |
|
|
|
7,600 |
|
|
|
6,300 |
|
|
|
6,900 |
|
|
|
6,000 |
|
|
|
|
|
Fee revenue |
|
|
46,148 |
|
|
|
39,539 |
|
|
|
38,184 |
|
|
|
30,734 |
|
|
|
25,267 |
|
|
|
13 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenue |
|
|
245,440 |
|
|
|
196,531 |
|
|
|
170,622 |
|
|
|
143,409 |
|
|
|
128,429 |
|
|
|
14 |
|
Operating expenses (1) |
|
|
155,401 |
|
|
|
122,568 |
|
|
|
107,900 |
|
|
|
91,124 |
|
|
|
83,906 |
|
|
|
13 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before taxes |
|
|
90,039 |
|
|
|
73,963 |
|
|
|
62,722 |
|
|
|
52,285 |
|
|
|
44,523 |
|
|
|
15 |
|
Income taxes |
|
|
33,297 |
|
|
|
26,807 |
|
|
|
23,247 |
|
|
|
19,505 |
|
|
|
16,208 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net operating income |
|
|
56,742 |
|
|
|
47,156 |
|
|
|
39,475 |
|
|
|
32,780 |
|
|
|
28,315 |
|
|
|
15 |
|
Merger-related charges, net of tax |
|
|
|
|
|
|
565 |
|
|
|
1,357 |
|
|
|
|
|
|
|
1,084 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
56,742 |
|
|
$ |
46,591 |
|
|
$ |
38,118 |
|
|
$ |
32,780 |
|
|
$ |
27,231 |
|
|
|
16 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING
PERFORMANCE (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
1.47 |
|
|
$ |
1.31 |
|
|
$ |
1.15 |
|
|
$ |
1.02 |
|
|
$ |
.89 |
|
|
|
11 |
|
Diluted |
|
|
1.43 |
|
|
|
1.27 |
|
|
|
1.12 |
|
|
|
.99 |
|
|
|
.87 |
|
|
|
10 |
|
Return on tangible equity (2) (3) |
|
|
18.99 |
% |
|
|
19.74 |
% |
|
|
19.24 |
% |
|
|
17.88 |
% |
|
|
18.19 |
% |
|
|
|
|
Return on assets |
|
|
1.04 |
|
|
|
1.07 |
|
|
|
1.06 |
|
|
|
1.11 |
|
|
|
1.10 |
|
|
|
|
|
Efficiency ratio |
|
|
60.15 |
|
|
|
60.05 |
|
|
|
60.89 |
|
|
|
60.66 |
|
|
|
62.52 |
|
|
|
|
|
Dividend payout ratio |
|
|
19.05 |
|
|
|
18.32 |
|
|
|
17.39 |
|
|
|
16.34 |
|
|
|
14.98 |
|
|
|
|
|
|
GAAP PERFORMANCE |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings |
|
$ |
1.47 |
|
|
$ |
1.29 |
|
|
$ |
1.11 |
|
|
$ |
1.02 |
|
|
$ |
.86 |
|
|
|
11 |
|
Diluted earnings |
|
|
1.43 |
|
|
|
1.25 |
|
|
|
1.08 |
|
|
|
.99 |
|
|
|
.84 |
|
|
|
11 |
|
Cash dividends declared (rounded ) |
|
|
.28 |
|
|
|
.24 |
|
|
|
.20 |
|
|
|
.17 |
|
|
|
.13 |
|
|
|
16 |
|
Book value |
|
|
11.80 |
|
|
|
10.39 |
|
|
|
8.47 |
|
|
|
6.89 |
|
|
|
5.98 |
|
|
|
15 |
|
Tangible
book value
(3) |
|
|
8.94 |
|
|
|
7.34 |
|
|
|
6.52 |
|
|
|
6.49 |
|
|
|
5.40 |
|
|
|
11 |
|
Key performance ratios : |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Return on equity (2) |
|
|
13.46 |
% |
|
|
14.39 |
% |
|
|
14.79 |
% |
|
|
16.54 |
% |
|
|
16.08 |
% |
|
|
|
|
Return on assets |
|
|
1.04 |
|
|
|
1.05 |
|
|
|
1.02 |
|
|
|
1.11 |
|
|
|
1.05 |
|
|
|
|
|
Net interest margin |
|
|
4.14 |
|
|
|
4.00 |
|
|
|
3.99 |
|
|
|
4.33 |
|
|
|
4.51 |
|
|
|
|
|
Dividend payout ratio |
|
|
19.05 |
|
|
|
18.60 |
|
|
|
18.02 |
|
|
|
16.34 |
|
|
|
15.50 |
|
|
|
|
|
Equity to assets |
|
|
7.63 |
|
|
|
7.45 |
|
|
|
7.21 |
|
|
|
7.01 |
|
|
|
6.81 |
|
|
|
|
|
Tangible equity to assets (3) |
|
|
5.64 |
|
|
|
5.78 |
|
|
|
6.02 |
|
|
|
6.60 |
|
|
|
6.18 |
|
|
|
|
|
|
ASSET QUALITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for loan losses |
|
$ |
53,595 |
|
|
$ |
47,196 |
|
|
$ |
38,655 |
|
|
$ |
30,914 |
|
|
$ |
27,124 |
|
|
|
|
|
Non performing assets |
|
|
12,995 |
|
|
|
8,725 |
|
|
|
7,589 |
|
|
|
8,019 |
|
|
|
9,670 |
|
|
|
|
|
Net charge
offs |
|
|
5,701 |
|
|
|
3,617 |
|
|
|
4,097 |
|
|
|
3,111 |
|
|
|
4,578 |
|
|
|
|
|
Allowance for loan losses to loans |
|
|
1.22 |
% |
|
|
1.26 |
% |
|
|
1.28 |
% |
|
|
1.30 |
% |
|
|
1.35 |
% |
|
|
|
|
Non performing assets to total assets |
|
|
.22 |
|
|
|
.17 |
|
|
|
.19 |
|
|
|
.25 |
|
|
|
.35 |
|
|
|
|
|
Net charge
offs to average loans |
|
|
.14 |
|
|
|
.11 |
|
|
|
.15 |
|
|
|
.14 |
|
|
|
.25 |
|
|
|
|
|
|
AVERAGE BALANCES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans |
|
$ |
4,061,091 |
|
|
$ |
3,322,916 |
|
|
$ |
2,753,451 |
|
|
$ |
2,239,875 |
|
|
$ |
1,854,968 |
|
|
|
17 |
|
Investment securities |
|
|
989,201 |
|
|
|
734,577 |
|
|
|
667,211 |
|
|
|
464,468 |
|
|
|
489,332 |
|
|
|
15 |
|
Earning assets |
|
|
5,109,053 |
|
|
|
4,119,327 |
|
|
|
3,476,030 |
|
|
|
2,761,265 |
|
|
|
2,419,080 |
|
|
|
16 |
|
Total assets |
|
|
5,472,200 |
|
|
|
4,416,835 |
|
|
|
3,721,284 |
|
|
|
2,959,295 |
|
|
|
2,585,290 |
|
|
|
16 |
|
Deposits |
|
|
4,003,084 |
|
|
|
3,247,612 |
|
|
|
2,743,087 |
|
|
|
2,311,717 |
|
|
|
2,010,105 |
|
|
|
15 |
|
Stockholders equity |
|
|
417,309 |
|
|
|
329,225 |
|
|
|
268,446 |
|
|
|
207,312 |
|
|
|
176,144 |
|
|
|
19 |
|
Common shares outstanding : |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
38,477 |
|
|
|
36,071 |
|
|
|
34,132 |
|
|
|
32,062 |
|
|
|
31,691 |
|
|
|
|
|
Diluted |
|
|
39,721 |
|
|
|
37,273 |
|
|
|
35,252 |
|
|
|
33,241 |
|
|
|
32,624 |
|
|
|
|
|
|
AT PERIOD END |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans |
|
$ |
4,398,286 |
|
|
$ |
3,734,905 |
|
|
$ |
3,015,997 |
|
|
$ |
2,381,798 |
|
|
$ |
2,007,990 |
|
|
|
17 |
|
Investment securities |
|
|
990,687 |
|
|
|
879,978 |
|
|
|
659,891 |
|
|
|
559,390 |
|
|
|
470,176 |
|
|
|
16 |
|
Earning assets |
|
|
5,470,718 |
|
|
|
4,738,389 |
|
|
|
3,796,332 |
|
|
|
3,029,409 |
|
|
|
2,554,530 |
|
|
|
16 |
|
Total assets |
|
|
5,865,756 |
|
|
|
5,087,702 |
|
|
|
4,068,834 |
|
|
|
3,211,344 |
|
|
|
2,749,257 |
|
|
|
16 |
|
Deposits |
|
|
4,477,600 |
|
|
|
3,680,516 |
|
|
|
2,857,449 |
|
|
|
2,385,239 |
|
|
|
2,116,499 |
|
|
|
16 |
|
Stockholders equity |
|
|
472,686 |
|
|
|
397,088 |
|
|
|
299,373 |
|
|
|
221,579 |
|
|
|
194,665 |
|
|
|
19 |
|
Common shares outstanding |
|
|
40,020 |
|
|
|
38,168 |
|
|
|
35,289 |
|
|
|
31,895 |
|
|
|
32,266 |
|
|
|
|
|
|
|
|
(1) |
|
Excludes pre-tax merger-related and restructuring charges totaling $ .9 million, or $.02 per
diluted common share, recorded in 2004; $2 .1 million, or $.04 per diluted common share,
recorded in 2003; and $1 .6 million, or $.03 per diluted common share, recorded in 2001. |
|
(2) |
|
Net income available to common stockholders, which excludes preferred stock dividends,
divided by average realized common equity which excludes accumulated other comprehensive income
(loss ). |
|
(3) |
|
Excludes effect of acquisition related intangible sand associated
amortization. |
|
(4) |
|
Compound annual growth rate. |
16
UNITED
COMMUNITY BANKS, INC.
Selected
Financial Information (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2004 |
|
(in thousands, except per share |
|
Fourth |
|
|
Third |
|
|
Second |
|
|
First |
|
|
Fourth |
|
|
Third |
|
|
Second |
|
|
First |
|
data; taxable equivalent) |
|
Quarter |
|
|
Quarter |
|
|
Quarter |
|
|
Quarter |
|
|
Quarter |
|
|
Quarter |
|
|
Quarter |
|
|
Quarter |
|
|
INCOME SUMMARY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest revenue |
|
$ |
95,465 |
|
|
$ |
89,003 |
|
|
$ |
80,701 |
|
|
$ |
73,649 |
|
|
$ |
66,761 |
|
|
$ |
61,358 |
|
|
$ |
56,680 |
|
|
$ |
54,587 |
|
Interest expense |
|
|
38,576 |
|
|
|
34,033 |
|
|
|
29,450 |
|
|
|
25,367 |
|
|
|
21,448 |
|
|
|
19,142 |
|
|
|
17,432 |
|
|
|
16,772 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest revenue |
|
|
56,889 |
|
|
|
54,970 |
|
|
|
51,251 |
|
|
|
48,282 |
|
|
|
45,313 |
|
|
|
42,216 |
|
|
|
39,248 |
|
|
|
37,815 |
|
Provision for loan losses |
|
|
3,500 |
|
|
|
3,400 |
|
|
|
2,800 |
|
|
|
2,400 |
|
|
|
2,000 |
|
|
|
2,000 |
|
|
|
1,800 |
|
|
|
1,800 |
|
Fee revenue |
|
|
11,373 |
|
|
|
12,396 |
|
|
|
12,179 |
|
|
|
10,200 |
|
|
|
10,757 |
|
|
|
9,857 |
|
|
|
9,647 |
|
|
|
9,278 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenue |
|
|
64,762 |
|
|
|
63,966 |
|
|
|
60,630 |
|
|
|
56,082 |
|
|
|
54,070 |
|
|
|
50,073 |
|
|
|
47,095 |
|
|
|
45,293 |
|
Operating
expenses (1) |
|
|
40,520 |
|
|
|
41,294 |
|
|
|
38,808 |
|
|
|
34,779 |
|
|
|
33,733 |
|
|
|
31,296 |
|
|
|
29,363 |
|
|
|
28,176 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before taxes |
|
|
24,242 |
|
|
|
22,672 |
|
|
|
21,822 |
|
|
|
21,303 |
|
|
|
20,337 |
|
|
|
18,777 |
|
|
|
17,732 |
|
|
|
17,117 |
|
Income taxes |
|
|
9,012 |
|
|
|
8,374 |
|
|
|
8,049 |
|
|
|
7,862 |
|
|
|
7,427 |
|
|
|
6,822 |
|
|
|
6,379 |
|
|
|
6,179 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net operating income |
|
|
15,230 |
|
|
|
14,298 |
|
|
|
13,773 |
|
|
|
13,441 |
|
|
|
12,910 |
|
|
|
11,955 |
|
|
|
11,353 |
|
|
|
10,938 |
|
Merger-related charges, net of tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
261 |
|
|
|
|
|
|
|
304 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
15,230 |
|
|
$ |
14,298 |
|
|
$ |
13,773 |
|
|
$ |
13,441 |
|
|
$ |
12,649 |
|
|
$ |
11,955 |
|
|
$ |
11,049 |
|
|
$ |
10,938 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING PERFORMANCE (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings
per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
.39 |
|
|
$ |
.37 |
|
|
$ |
. 36 |
|
|
$ |
.35 |
|
|
$ |
.35 |
|
|
$ |
.33 |
|
|
$ |
.32 |
|
|
$ |
.31 |
|
Diluted |
|
|
.38 |
|
|
|
.36 |
|
|
|
.35 |
|
|
|
.34 |
|
|
|
.34 |
|
|
|
.32 |
|
|
|
.31 |
|
|
|
.30 |
|
Return on tangible equity
(2)(3)(4) |
|
|
18.20 |
% |
|
|
18.90 |
% |
|
|
19.21 |
% |
|
|
19.86 |
% |
|
|
19.96 |
% |
|
|
19.41 |
% |
|
|
19.70 |
% |
|
|
19.87 |
% |
Return on
asset (4) |
|
|
1.05 |
|
|
|
1.01 |
|
|
|
1.03 |
|
|
|
1.06 |
|
|
|
1.07 |
|
|
|
1.05 |
|
|
|
1.07 |
|
|
|
1.08 |
|
Efficiency ratio |
|
|
58.80 |
|
|
|
61.16 |
|
|
|
61.18 |
|
|
|
59.47 |
|
|
|
60.20 |
|
|
|
60.11 |
|
|
|
60.05 |
|
|
|
59.83 |
|
Dividend payout ratio |
|
|
17.95 |
|
|
|
18.92 |
|
|
|
19.44 |
|
|
|
20.00 |
|
|
|
17.14 |
|
|
|
18.18 |
|
|
|
18.75 |
|
|
|
19.35 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP PERFORMANCE |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings |
|
$ |
.39 |
|
|
$ |
.37 |
|
|
$ |
.36 |
|
|
$ |
.35 |
|
|
$ |
.34 |
|
|
$ |
.33 |
|
|
$ |
.31 |
|
|
$ |
.31 |
|
Diluted earnings |
|
|
.38 |
|
|
|
.36 |
|
|
|
.35 |
|
|
|
.34 |
|
|
|
.33 |
|
|
|
.32 |
|
|
|
.30 |
|
|
|
.30 |
|
Cash dividends declared
|
|
|
.07 |
|
|
|
.07 |
|
|
|
.07 |
|
|
|
.07 |
|
|
|
.06 |
|
|
|
.06 |
|
|
|
.06 |
|
|
|
.06 |
|
Book value |
|
|
11.80 |
|
|
|
11.04 |
|
|
|
10.86 |
|
|
|
10.42 |
|
|
|
10.39 |
|
|
|
9.58 |
|
|
|
9.10 |
|
|
|
8.80 |
|
Tangible book value (3) |
|
|
8.94 |
|
|
|
8.05 |
|
|
|
7.85 |
|
|
|
7.40 |
|
|
|
7.34 |
|
|
|
7.28 |
|
|
|
6.77 |
|
|
|
6.86 |
|
Key performance ratios : |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Return on
equity (2)(4) |
|
|
13.30 |
% |
|
|
13.42 |
% |
|
|
13.46 |
% |
|
|
13.68 |
% |
|
|
14.15 |
% |
|
|
14.20 |
% |
|
|
14.40 |
% |
|
|
14.87 |
% |
Return on
assets (4) |
|
|
1.05 |
|
|
|
1.01 |
|
|
|
1.03 |
|
|
|
1.06 |
|
|
|
1.05 |
|
|
|
1.05 |
|
|
|
1.04 |
|
|
|
1.08 |
|
Net interest
margin (4) |
|
|
4.20 |
|
|
|
4.17 |
|
|
|
4.12 |
|
|
|
4.05 |
|
|
|
4.05 |
|
|
|
3.99 |
|
|
|
3.95 |
|
|
|
3.99 |
|
Dividend payout ratio |
|
|
17.95 |
|
|
|
18.92 |
|
|
|
19.44 |
|
|
|
20.00 |
|
|
|
17.65 |
|
|
|
18.18 |
|
|
|
19.35 |
|
|
|
19.35 |
|
Equity to assets |
|
|
7.69 |
|
|
|
7.46 |
|
|
|
7.65 |
|
|
|
7.71 |
|
|
|
7.54 |
|
|
|
7.50 |
|
|
|
7.30 |
|
|
|
7.46 |
|
Tangible
equity to assets (3) |
|
|
5.82 |
|
|
|
5.53 |
|
|
|
5.62 |
|
|
|
5.58 |
|
|
|
5.75 |
|
|
|
5.76 |
|
|
|
5.74 |
|
|
|
5.88 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ASSET QUALITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for loan losses |
|
$ |
53,595 |
|
|
$ |
51,888 |
|
|
$ |
49,873 |
|
|
$ |
48,453 |
|
|
$ |
47,196 |
|
|
$ |
43,548 |
|
|
$ |
42,558 |
|
|
$ |
39,820 |
|
Non-performing assets |
|
|
12,995 |
|
|
|
13,565 |
|
|
|
13,495 |
|
|
|
13,676 |
|
|
|
8,725 |
|
|
|
10,527 |
|
|
|
8,812 |
|
|
|
7,251 |
|
Net charge-offs |
|
|
1,793 |
|
|
|
1,385 |
|
|
|
1,380 |
|
|
|
1,143 |
|
|
|
1,183 |
|
|
|
1,010 |
|
|
|
789 |
|
|
|
635 |
|
Allowance for loan losses to loans |
|
|
1.22 |
% |
|
|
1.22 |
% |
|
|
1.22 |
% |
|
|
1.25 |
% |
|
|
1.26 |
% |
|
|
1.27 |
% |
|
|
1.27 |
% |
|
|
1.27 |
% |
Non-performing assets to total assets |
|
|
.22 |
|
|
|
.24 |
|
|
|
.24 |
|
|
|
.26 |
|
|
|
.17 |
|
|
|
.23 |
|
|
|
.19 |
|
|
|
.18 |
|
Net
charge-offs to average loans (4) |
|
|
.16 |
|
|
|
.13 |
|
|
|
.14 |
|
|
|
.12 |
|
|
|
.13 |
|
|
|
.12 |
|
|
|
.10 |
|
|
|
.08 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AVERAGE BALANCES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans |
|
$ |
4,328,613 |
|
|
$ |
4,169,170 |
|
|
$ |
3,942,077 |
|
|
$ |
3,797,479 |
|
|
$ |
3,572,824 |
|
|
$ |
3,384,281 |
|
|
$ |
3,235,262 |
|
|
$ |
3,095,875 |
|
Investment securities |
|
|
1,004,966 |
|
|
|
1,008,687 |
|
|
|
996,096 |
|
|
|
946,194 |
|
|
|
805,766 |
|
|
|
762,994 |
|
|
|
715,586 |
|
|
|
652,867 |
|
Earning assets |
|
|
5,383,096 |
|
|
|
5,239,195 |
|
|
|
4,986,339 |
|
|
|
4,819,961 |
|
|
|
4,456,403 |
|
|
|
4,215,472 |
|
|
|
3,991,797 |
|
|
|
3,808,877 |
|
Total assets |
|
|
5,769,632 |
|
|
|
5,608,158 |
|
|
|
5,338,398 |
|
|
|
5,164,464 |
|
|
|
4,781,018 |
|
|
|
4,521,842 |
|
|
|
4,274,442 |
|
|
|
4,084,883 |
|
Deposits |
|
|
4,354,275 |
|
|
|
4,078,437 |
|
|
|
3,853,884 |
|
|
|
3,717,916 |
|
|
|
3,500,842 |
|
|
|
3,351,188 |
|
|
|
3,178,776 |
|
|
|
2,955,726 |
|
Stockholders equity |
|
|
443,746 |
|
|
|
418,459 |
|
|
|
408,352 |
|
|
|
398,164 |
|
|
|
360,668 |
|
|
|
338,913 |
|
|
|
311,942 |
|
|
|
304,926 |
|
Common shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
39,084 |
|
|
|
38,345 |
|
|
|
38,270 |
|
|
|
38,198 |
|
|
|
37,056 |
|
|
|
36,254 |
|
|
|
35,633 |
|
|
|
35,319 |
|
Diluted |
|
|
40,379 |
|
|
|
39,670 |
|
|
|
39,436 |
|
|
|
39,388 |
|
|
|
38,329 |
|
|
|
37,432 |
|
|
|
36,827 |
|
|
|
36,482 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AT PERIOD END |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans |
|
$ |
4,398,286 |
|
|
$ |
4,254,051 |
|
|
$ |
4,072,811 |
|
|
$ |
3,877,575 |
|
|
$ |
3,734,905 |
|
|
$ |
3,438,417 |
|
|
$ |
3,338,309 |
|
|
$ |
3,147,303 |
|
Investment securities |
|
|
990,687 |
|
|
|
945,922 |
|
|
|
990,500 |
|
|
|
928,328 |
|
|
|
879,978 |
|
|
|
726,734 |
|
|
|
739,667 |
|
|
|
617,787 |
|
Earning assets |
|
|
5,470,718 |
|
|
|
5,302,532 |
|
|
|
5,161,067 |
|
|
|
4,907,743 |
|
|
|
4,738,389 |
|
|
|
4,280,643 |
|
|
|
4,172,049 |
|
|
|
3,851,968 |
|
Total assets |
|
|
5,865,756 |
|
|
|
5,709,666 |
|
|
|
5,540,242 |
|
|
|
5,265,771 |
|
|
|
5,087,702 |
|
|
|
4,592,655 |
|
|
|
4,525,446 |
|
|
|
4,118,188 |
|
Deposits |
|
|
4,477,600 |
|
|
|
4,196,369 |
|
|
|
3,959,226 |
|
|
|
3,780,521 |
|
|
|
3,680,516 |
|
|
|
3,341,525 |
|
|
|
3,339,848 |
|
|
|
3,074,193 |
|
stockholder equity |
|
|
472,686 |
|
|
|
424,000 |
|
|
|
415,994 |
|
|
|
398,886 |
|
|
|
397,088 |
|
|
|
347,795 |
|
|
|
330,458 |
|
|
|
311,247 |
|
Common shares outstanding |
|
|
40,020 |
|
|
|
38,383 |
|
|
|
38,283 |
|
|
|
38,249 |
|
|
|
38,168 |
|
|
|
36,255 |
|
|
|
36,246 |
|
|
|
35,331 |
|
|
|
|
(1) |
|
Excludes pre-tax merger-related charges totaling $406,000 or
$.01 per diluted common share and $464,000 or $.01 per diluted common
share in the
fourth and second quarters of 2004. |
|
(2) |
|
Net income available to common stockholders, which excludes preferred stock dividends, divided by average realized common equity which excludes accumulated other comprehensive income (loss ). |
|
(3) |
|
Excludes effect of acquisition related intangible sand associated amortization.
|
|
(4) |
|
Annualized. |
17
Item 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
The following discussion is intended to provide insight into the financial condition and
results of operations of United and its subsidiaries and should be read in conjunction with the
consolidated financial statements and accompanying notes.
Net operating income, excluding merger-related charges, was $56.7 million in 2005, an increase
of 20% from the $47.2 million earned in 2004. Diluted operating earnings per common share were
$1.43 for 2005, compared with $1.27 for 2004, an increase of 13%. Operating return on tangible
equity for 2005 was 18.99%, compared with 19.74% for 2004. Operating return on assets for 2005 was
1.04% as compared to 1.07% in 2004.
Earnings for 2005 were influenced by strong loan and deposit growth, rising interest rates and
significant de novo expansion. In addition to those factors, acquisitions completed in 2004 also
affect comparisons between 2005 and 2004. Growth in the loan portfolio and rising interest rates
drove the $46.8 million, or 28% increase, in net interest revenue. The net interest margin
increased 14 basis points to 4.14%, as rising interest rates had a positive effect on Uniteds
slightly asset sensitive balance sheet. The local economy in Uniteds markets has remained strong
over the past two years allowing United to enjoy strong growth. Loan growth during 2005 and 2004
occurred across all of Uniteds markets with the majority of the growth occurring in the
construction and commercial categories.
In both 2005 and 2004, United continued to grow core deposits primarily through its successful
Refer a Friend program that rewards existing customers who refer their family and friends to
United. In 2005, United began aggressively pursuing customer certificates of deposit as those rates
did not rise as fast as wholesale borrowings with comparable terms. The resulting increase in
customer deposits not only funded Uniteds loan growth of $663 million but allowed United to
decrease wholesale borrowings by $165 million in 2005.
Credit quality remained strong although both net charge offs and non performing assets were up
from their nearly record low levels of 2004. Nonperforming assets, which includes nonaccrual loans,
loans past due more than 90 days and foreclosed real estate, were up $4.3 million from 2004 while
loans were up $663 million over the same period. At December 31, 2005, nonperforming assets
represented .22% of total assets compared with .17% at the end of 2004. Net charge offs as a
percentage of average loans were .14% compared with .11% for 2004. Management believes that its
continued strong credit quality is the result of a combination of factors, most important of which
is its community banking business model, which includes community banks managed by local presidents
with a local board of directors as well as management who know their markets and their customers.
The second key factor is that over 90% of its loans are secured by real estate located within
Uniteds geographic footprint.
Fee revenue in 2005 increased $6.6 million or 17% from 2004 with increases in every category.
The fee revenue at the three banks acquired in 2004 accounted for approximately $1.9 million of the
increase in fee revenue. Service charges and fees continued to rise due to an increase in the
number of deposit accounts and transaction volume associated with initiatives to raise core
deposits and acquisitions. In 2005, United recognized $809 thousand in net securities losses
compared with net securities gains of $428 thousand in 2004. In 2004, United incurred losses from
the prepayment of Federal Home Loan Bank (FHLB) advances that were offset by the net securities
gains. The prepayment of the FHLB advances and the securities sales were both part of a balance
sheet management strategy to improve Uniteds interest rate risk profile and improve net interest
revenue in subsequent periods. Included in securities gains and losses in both 2005 and 2004 were
impairment losses of $500 thousand and $450 thousand, respectively, related to a FHLMC preferred
stock investment where the loss in market value was considered to be other than temporary.
Operating expenses, excluding merger-related charges, were up $32.8 million or 27% from 2004.
The additional operating expenses of the three banks acquired in 2004 account for approximately
$7.4 million of the increase. In 2005, United executed a significant de novo expansion initiative,
with particular emphasis in Gainesville / Hall County, Georgia, that added a total of 7 locations
and 97 employees and thereby significantly increased 2005 operating expenses. Aside from the de
novo locations, headcount at the end of 2005 was held to a year-over-year increase of 66 staff, or
15%, to support core business growth.
In the fourth quarter of 2005, United completed a public offering of 1,552,500 shares of its
common stock that raised $40.5 million in capital to support Uniteds balanced growth strategy.
The stock issue closed late in the year and, as a result, had little impact on 2005 financial
results.
18
Critical Accounting Policies
The accounting and reporting policies of United and its subsidiaries are in accordance with
accounting principles generally accepted in the United States and conform to general practices
within the banking industry. Application of these principles requires management to make estimates
or judgments that affect the amounts reported in the financial statements and the accompanying
notes. These estimates are based on information available as of the date of the financial
statements; accordingly, as this information changes, the financial statements could reflect
different estimates or judgments. Certain policies inherently have a greater reliance on the use of
estimates, and as such have a greater possibility of producing results that could be materially
different than originally reported.
Estimates or judgments are necessary when assets and liabilities are required to be recorded
at fair value, when a decline in the value of an asset not carried on the financial statements at
fair value warrants an impairment write-down or valuation reserve to be established, or when an
asset or liability needs to be recorded contingent upon future events. Carrying assets and
liabilities at fair value results in more financial statement volatility. The fair values and the
information used to record the valuation adjustments for certain assets and liabilities are based
either on quoted market prices or are provided by other third-party sources, when available. When
third-party information is not available, valuation adjustments are estimated in good faith by
management primarily through the use of internal cash flow modeling techniques.
The most significant accounting policies for United are presented in Note 1 to the
consolidated financial statements. These policies, along with the disclosures presented in the
other financial statement notes and in this financial review, provide information on how
significant assets and liabilities are valued in the financial statements and how those values are
determined. Management views critical accounting policies to be those that are highly dependent on
subjective or complex judgments, estimates and assumptions, and where changes in those estimates
and assumptions could have a significant impact on the financial statements. Management currently
views the determination of the allowance for loan losses to be the only critical accounting policy.
The allowance for loan losses represents managements estimate of probable credit losses
inherent in the loan portfolio. Estimating the amount of the allowance for loan losses requires
significant judgment and the use of estimates related to the amount and timing of expected future
cash flows on impaired loans, estimated losses on non-impaired loans based on historical loss
experience, and consideration of current economic trends and conditions, all of which are
susceptible to significant change. The loan portfolio also represents the largest asset type on the
consolidated balance sheet. Loan losses are charged against the allowance, while recoveries of
amounts previously charged off are credited to the allowance. A provision for loan losses is
charged to operations based on managements periodic evaluation of the factors previously
mentioned, as well as other pertinent factors.
The allowance for loan losses consists of an allocated component and an unallocated component.
The components of the allowance for loan losses represent an estimation done pursuant to either
Statement of Financial Accounting Standards (SFAS) No. 5, Accounting for Contingencies, or SFAS 114, Accounting by Creditors for Impairment of a Loan. The
allocated component of the allowance for loan losses reflects expected losses resulting from
analyses developed through specific credit allocations for individual loans and historical loss
experience for each loan category. The specific credit allocations are based on regular analyses of
all loans over $500,000 where the internal credit rating is at or below a grade seven and on the
Watch List. These analyses involve a high degree of judgment in estimating the amount of loss
associated with specific loans, including estimating the amount and timing of future cash flows and
collateral values. The historical loss element is determined using the average of actual losses
incurred over the prior two years for each type of loan. The historical loss experience is adjusted
for known changes in economic conditions and credit quality trends such as changes in the amount of
past due and nonperforming loans. The resulting loss allocation factors are applied to the balance
of each type of loan after removing the balance of impaired loans from each category. The loss
allocation factors are updated quarterly. The allocated component of the allowance for loan losses
also includes consideration of concentrations of credit and changes in portfolio mix.
The unallocated portion of the allowance reflects managements estimate of probable inherent but
undetected losses within the portfolio due to uncertainties in economic conditions, delays in
obtaining information, including unfavorable information about a borrowers financial condition,
the difficulty in identifying triggering events that correlate to subsequent loss rates, and risk
factors that have not yet manifested themselves in loss allocation factors. In addition, the
unallocated allowance includes a component that accounts for the inherent imprecision in loan loss
estimation based on historical loss experience as a result of Uniteds growth through acquisitions,
which have expanded the geographic footprint in which it operates, and changed its portfolio mix in
recent years. Also, loss data representing a complete economic cycle is not available for all
sectors. Uncertainty surrounding the strength and timing of economic cycles also affects estimates
of loss. The historical losses used in developing loss allocation factors may not be representative
of actual unrealized losses inherent in the portfolio.
19
There are many factors affecting the allowance for loan losses; some are quantitative while
others require qualitative judgment. Although management believes its process for determining the
allowance adequately considers all the potential factors that could potentially result in credit
losses, the process includes subjective elements and may be susceptible to significant change. To
the extent actual outcomes differ from management estimates, additional provision for loan losses could be required that
could adversely affect earnings or financial position in future periods.
Additional information on Uniteds loan portfolio and allowance for loan losses can be
found in the sections of Managements Discussion and Analysis titled Asset Quality and Risk Elements and Nonperforming
Assets and in the sections of Part I, Item 1 titled Lending Policy and Loan Review and
Non-performing Assets. Note 1 to the Consolidated Financial Statements includes additional information on Uniteds accounting policies related to the allowance
for loan losses.
Mergers and Acquisitions
As part of its balanced growth strategy, United selectively engages in evaluation of strategic
partnerships. Mergers and acquisitions present opportunities to enter new markets with an
established presence and a capable management team already in place. United employs certain
criteria to ensure that the merger or acquisition candidate meets strategic growth and earnings
objectives that will build future franchise value for shareholders. Additionally, the criteria
include ensuring that management of a potential partner shares Uniteds community banking
philosophy of premium service quality and operates in attractive, high-growth markets with
excellent opportunities for further organic growth. Although no acquisitions were completed in
2005, United completed five bank mergers and three branch acquisitions in 2004 and 2003 as part of
this strategy. United will continue to evaluate potential transactions as they are presented.
On March 31, 2003, United completed the acquisition of First Central Bancshares, Inc. (First
Central), a bank holding company headquartered in Lenoir City, Tennessee, and its wholly-owned
Tennessee bank subsidiary, First Central Bank. On March 31, 2003, First Central Bank had assets of
$195 million, including purchase accounting related intangibles. United exchanged 1,231,740 shares
of its common stock valued at $20.6 million and approximately $9 million in cash for all of the
outstanding shares. First Central Banks name was subsequently changed to United Community Bank
Tennessee.
On May 1, 2003, United completed the acquisition of First Georgia Holding, Inc. (First
Georgia), a bank holding company headquartered in Brunswick, Georgia, and its wholly-owned Georgia
subsidiary, First Georgia Bank. On May 1, 2003, First Georgia Bank had assets of $303 million,
including purchase accounting related intangibles. United exchanged 1,765,947 shares of its common
stock valued at $29.3 million and approximately $12.8 million in cash for all of the outstanding
shares. First Georgia Bank was merged into UCB-Georgia, and operates as a separate community bank.
On October 24, and November 14, 2003, United completed the acquisition of three branches from
another financial institution in western North Carolina in Avery, Mitchell and Graham counties.
These branches complimented Uniteds existing western North Carolina markets and were a natural
extension of its existing franchise. United paid a premium for each branch of between 7% and 11% of
average deposits.
On June 1, 2004, United completed the acquisition of Fairbanco Holding Company, Inc.
(Fairbanco), a bank holding company headquartered in Fairburn, Georgia, and its wholly-owned
Georgia subsidiary, 1st Community Bank. On June 1, 2004, 1st Community Bank
had assets of $210 million, including purchase accounting related intangibles. United exchanged
914,627 shares of its common stock valued at $20.9 million and approximately $2.7 million in cash
for all of the outstanding shares. 1st Community Bank was merged into UCB-Georgia and
operates as a separate community bank.
On November 1, 2004, United completed the acquisition of Eagle National Bank. (Eagle), a
bank headquartered in Stockbridge, Georgia. On November 1, 2004, Eagle had assets of $78 million,
including purchase accounting related intangibles. United exchanged 414,462 shares of its common
stock valued at $9.5 million and approximately $2.4 million in cash for all of the outstanding
shares. Eagle was merged into UCB-Georgia and operates as a separate community bank.
20
On December 1, 2004, United completed the acquisition of Liberty National Bancshares, Inc.
(Liberty), a bank holding company headquartered in Conyers, Georgia, and its wholly-owned
subsidiary, Liberty National Bank. On December 1, 2004, Liberty had assets of $212 million,
including purchase accounting related intangibles. United exchanged 1,372,658 shares of its common
stock valued at $32.5 million and approximately $3.0 million in cash for all of the outstanding
shares. Liberty National Bank was merged into UCB-Georgia and operates as a separate community
bank.
Merger-Related and Restructuring Charges
The presentation of operating earnings includes financial results determined by methods other
than in accordance with generally accepted accounting principles, or GAAP. Net operating income
excludes pre-tax merger-related and restructuring charges of $.9 million, $2.1 million and $1.6
million for 2004, 2003 and 2001, respectively. These charges decreased net income by $.6 million,
$1.4 million and $1.1 million and diluted earnings per share by $.02, $.04 and $.03, respectively,
for 2004, 2003 and 2001. These charges are discussed further in Note 3 to the Consolidated
Financial Statements.
These charges are excluded because management believes that non-GAAP operating results provide
a helpful measure for assessing Uniteds financial performance. Net operating income should not be
viewed as a substitute for net income determined in accordance with GAAP, and is not necessarily
comparable to non-GAAP performance measures that may be presented by other companies. The following
is a reconciliation of net operating income to GAAP net income. There were no merger-related or
restructuring charges incurred in 2005 or 2002.
Table 1 Operating Earnings to GAAP Earnings Reconciliation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
|
2003 |
|
|
2001 |
|
Merger-related and restructuring charges included in expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
Salaries and employee benefits severance and related costs |
|
$ |
203 |
|
|
$ |
135 |
|
|
$ |
433 |
|
Occupancy disposal of premises and equipment |
|
|
|
|
|
|
|
|
|
|
306 |
|
Professional fees |
|
|
407 |
|
|
|
885 |
|
|
|
173 |
|
Contract termination costs |
|
|
119 |
|
|
|
566 |
|
|
|
255 |
|
Other merger-related expenses |
|
|
141 |
|
|
|
502 |
|
|
|
450 |
|
|
|
|
|
|
|
|
|
|
|
Total merger-related charges |
|
|
870 |
|
|
|
2,088 |
|
|
|
1,617 |
|
Income tax effect of above charges |
|
|
305 |
|
|
|
731 |
|
|
|
533 |
|
|
|
|
|
|
|
|
|
|
|
After-tax effect of merger-related charges |
|
$ |
565 |
|
|
$ |
1,357 |
|
|
$ |
1,084 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income Reconciliation |
|
|
|
|
|
|
|
|
|
|
|
|
Net operating income |
|
$ |
47,156 |
|
|
$ |
39,475 |
|
|
$ |
28,315 |
|
After-tax effect of merger-related charges |
|
|
(565 |
) |
|
|
(1,357 |
) |
|
|
(1,084 |
) |
|
|
|
|
|
|
|
|
|
|
Net income (GAAP) |
|
$ |
46,591 |
|
|
$ |
38,118 |
|
|
$ |
27,231 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic Earnings Per Share Reconciliation |
|
|
|
|
|
|
|
|
|
|
|
|
Basic operating earnings per share |
|
$ |
1.31 |
|
|
$ |
1.15 |
|
|
$ |
.89 |
|
Per share effect of merger-related charges |
|
|
(.02 |
) |
|
|
(.04 |
) |
|
|
(.03 |
) |
|
|
|
|
|
|
|
|
|
|
Basic
earnings per share (GAAP) |
|
$ |
1.29 |
|
|
$ |
1.11 |
|
|
$ |
.86 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted Earnings Per Share Reconciliation |
|
|
|
|
|
|
|
|
|
|
|
|
Diluted operating earnings per share |
|
$ |
1.27 |
|
|
$ |
1.12 |
|
|
$ |
.87 |
|
Per share effect of merger-related charges |
|
|
(.02 |
) |
|
|
(.04 |
) |
|
|
(.03 |
) |
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share (GAAP) |
|
$ |
1.25 |
|
|
$ |
1.08 |
|
|
$ |
.84 |
|
|
|
|
|
|
|
|
|
|
|
21
Results of Operations
The remainder of this financial discussion focuses on operating earnings which exclude merger-related charges, except for the discussion of income taxes. For additional information on
merger-related and restructuring charges, refer to the preceding section on Merger-Related and
Restructuring Charges and Note 3 to the Consolidated Financial Statements.
Net Interest Revenue (Taxable Equivalent)
Net interest revenue (the difference between the interest earned on assets and the interest
paid on deposits and other liabilities) is the single largest component of Uniteds revenue. United
actively manages this revenue source to provide an optimal level of revenue while balancing
interest rate, credit, and liquidity risks. Net interest revenue totaled $211.4 million in 2005, an
increase of $46.8 million, or 28%, from the level recorded in 2004. Net interest revenue for 2004
increased $25.9 million, or 19%, over the 2003 level.
The main drivers of the increase in net interest revenue for 2005 were loan growth, margin
expansion due to the effect of rising short-term interest rates on Uniteds slightly asset
sensitive balance sheet, and the full year impact of the 2004 acquisitions. Average loans increased
$738.2 million, or 22%, from last year reflecting strong core growth and the full year impact of
acquisitions completed in 2004. The average yield on loans increased 98 basis points reflecting the
effect of the 300 basis increase in the prime lending rate over the last 18 months on Uniteds
predominantly prime-based loan portfolio. Year-end loan balances grew $663.4 million from 2004
resulting in an 18% growth rate. Loan growth was solid across all of Uniteds markets, with
increases of $412.2 million in North Georgia (which includes $246 million in Gainesville / Hall
County related to a de novo bank opened in May 2005), $145.4 million in metro Atlanta, $37.7 in
east Tennessee, $35.2 million in western North Carolina, and $32.9 million in coastal Georgia.
Average interest-earning assets for the year increased $989.7 million, or 24%, over 2004. The
increase reflects the growth in loans as well as an increase in the investment securities
portfolio. The majority of the increase in interest-earning assets was funded by interest-bearing
sources, as the increase in average interest-bearing liabilities for the year was $841.8 million
over 2004. The average yield on interest-earning assets for 2005 was 6.63% up from 5.81% in 2004
reflecting the effect of rising short-term interest rates on Uniteds prime-based loans.
The banking industry uses two key ratios to measure relative profitability of net interest
revenue, which are the interest rate spread and the net interest margin. The interest rate spread
measures the difference between the average yield on earning assets and the average rate paid on
interest bearing liabilities. The interest rate spread eliminates the impact of
non-interest-bearing deposits and other non-interest bearing funding sources and gives a direct
perspective on the effect of market interest rate movements. The net interest margin is an
indication of the profitability of a companys investments, and is defined as net interest revenue
as a percentage of total average earning assets which includes the positive impact of funding a
portion of earning assets with customers non-interest bearing deposits and with stockholders
equity.
For 2005, 2004 and 2003, Uniteds net interest spread was 3.75%, 3.73%, and 3.71%,
respectively, while the net interest margin was 4.14%, 4.00%, and 3.99%, respectively. Both the net
interest margin and net interest spread improved slightly in 2005 as Uniteds slightly
asset-sensitive balance sheet benefited from the Federal Reserves action in raising short-term
rates over the last 18 months. The 14 basis point widening of the net interest margin compared with
only a 2 basis point increase in the net interest spread highlights the increasing relative value
of Uniteds non-interest-bearing funding sources in a rising rate environment. Although the balance
sheet remained asset sensitive during 2005 primarily due to growth in floating rate loans, United
managed its interest sensitivity through receive-fixed swap contracts and by purchasing fixed rate
investment securities funded by floating rate liabilities. At December 31, 2005, United had
approximately $2.5 billion in loans indexed to the daily Prime Rate compared with $1.9 billion a
year ago.
The average rate on interest-bearing liabilities for 2005 was 2.88%, up from 2.08%, reflecting the
effect of rising short-term interest rates on Uniteds floating rate liabilities. United was able
to offset the full impact of rising interest rates on the overall cost of funds by lagging the
market on retail deposit account rate increases while still remaining competitive. Because customer
certificates of deposit did not reflect rising interest rates as quickly as wholesale borrowings, United was able to lower its overall funding
cost by aggressively pursuing customer certificates of deposit in 2005 to fund its loan growth and
reduce the level of wholesale funding sources. Uniteds initiatives to increase core deposits have
also been influential in keeping the overall cost of funds low by increasing non-interest bearing
deposit account balances.
22
The following table shows the relationship between interest revenue and interest expense
and the average balances of interest-earning assets and interest-bearing liabilities.
Table 2 Average Consolidated Balance Sheet and Net Interest Margin Analysis
For the Years Ended December 31,
(In thousands, taxable equivalent)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2004 |
|
|
2003 |
|
|
|
Average |
|
|
|
|
|
|
Avg. |
|
|
Average |
|
|
|
|
|
|
Avg. |
|
|
Average |
|
|
|
|
|
|
Avg. |
|
|
|
Balance |
|
|
Interest |
|
|
Rate |
|
|
Balance |
|
|
Interest |
|
|
Rate |
|
|
Balance |
|
|
Interest |
|
|
Rate |
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-earning assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans, net of unearned income (1)(2) |
|
$ |
4,061,091 |
|
|
$ |
292,751 |
|
|
|
7.21 |
% |
|
$ |
3,322,916 |
|
|
$ |
207,070 |
|
|
|
6.23 |
% |
|
$ |
2,753,451 |
|
|
$ |
179,699 |
|
|
|
6.53 |
% |
Taxable
securities (3) |
|
|
940,411 |
|
|
|
40,195 |
|
|
|
4.27 |
|
|
|
686,184 |
|
|
|
27,431 |
|
|
|
4.00 |
|
|
|
605,020 |
|
|
|
23,944 |
|
|
|
3.96 |
|
Tax-exempt securities (1) |
|
|
48,790 |
|
|
|
3,433 |
|
|
|
7.04 |
|
|
|
48,393 |
|
|
|
3,556 |
|
|
|
7.35 |
|
|
|
62,191 |
|
|
|
4,639 |
|
|
|
7.46 |
|
Federal funds sold and other
interest-earning assets |
|
|
58,761 |
|
|
|
2,439 |
|
|
|
4.15 |
|
|
|
61,834 |
|
|
|
1,329 |
|
|
|
2.15 |
|
|
|
55,368 |
|
|
|
1,056 |
|
|
|
1.91 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest-earning assets |
|
|
5,109,053 |
|
|
|
338,818 |
|
|
|
6.63 |
|
|
|
4,119,327 |
|
|
|
239,386 |
|
|
|
5.81 |
|
|
|
3,476,030 |
|
|
|
209,338 |
|
|
|
6.02 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-interest-earning assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for loan losses |
|
|
(50,710 |
) |
|
|
|
|
|
|
|
|
|
|
(42,528 |
) |
|
|
|
|
|
|
|
|
|
|
(36,065 |
) |
|
|
|
|
|
|
|
|
Cash and due from banks |
|
|
105,488 |
|
|
|
|
|
|
|
|
|
|
|
89,300 |
|
|
|
|
|
|
|
|
|
|
|
72,497 |
|
|
|
|
|
|
|
|
|
Premises and equipment |
|
|
105,433 |
|
|
|
|
|
|
|
|
|
|
|
90,879 |
|
|
|
|
|
|
|
|
|
|
|
79,826 |
|
|
|
|
|
|
|
|
|
Other assets |
|
|
202,936 |
|
|
|
|
|
|
|
|
|
|
|
159,857 |
|
|
|
|
|
|
|
|
|
|
|
128,996 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
5,472,200 |
|
|
|
|
|
|
|
|
|
|
$ |
4,416,835 |
|
|
|
|
|
|
|
|
|
|
$ |
3,721,284 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders Equity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing deposits: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transaction accounts |
|
$ |
1,140,894 |
|
|
$ |
19,194 |
|
|
|
1.68 |
|
|
$ |
914,301 |
|
|
|
8,554 |
|
|
|
.94 |
|
|
$ |
784,945 |
|
|
|
7,831 |
|
|
|
1.00 |
|
Savings deposits |
|
|
175,648 |
|
|
|
791 |
|
|
|
.45 |
|
|
|
157,061 |
|
|
|
403 |
|
|
|
.26 |
|
|
|
127,125 |
|
|
|
369 |
|
|
|
.29 |
|
Certificates of deposit |
|
|
2,094,187 |
|
|
|
66,968 |
|
|
|
3.20 |
|
|
|
1,703,423 |
|
|
|
41,202 |
|
|
|
2.42 |
|
|
|
1,463,085 |
|
|
|
39,752 |
|
|
|
2.72 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest-bearing deposits |
|
|
3,410,729 |
|
|
|
86,953 |
|
|
|
2.55 |
|
|
|
2,774,785 |
|
|
|
50,159 |
|
|
|
1.81 |
|
|
|
2,375,155 |
|
|
|
47,952 |
|
|
|
2.02 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal funds purchased, repurchase agreements,
& other short-term borrowings |
|
|
157,137 |
|
|
|
5,304 |
|
|
|
3.38 |
|
|
|
141,239 |
|
|
|
2,119 |
|
|
|
1.50 |
|
|
|
65,028 |
|
|
|
743 |
|
|
|
1.14 |
|
Federal Home Loan Bank advances |
|
|
750,841 |
|
|
|
26,633 |
|
|
|
3.55 |
|
|
|
563,041 |
|
|
|
14,237 |
|
|
|
2.53 |
|
|
|
532,518 |
|
|
|
15,271 |
|
|
|
2.87 |
|
Long-term debt |
|
|
111,869 |
|
|
|
8,536 |
|
|
|
7.63 |
|
|
|
109,729 |
|
|
|
8,279 |
|
|
|
7.54 |
|
|
|
81,482 |
|
|
|
6,634 |
|
|
|
8.14 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total borrowed funds |
|
|
1,019,847 |
|
|
|
40,473 |
|
|
|
3.97 |
|
|
|
814,009 |
|
|
|
24,635 |
|
|
|
3.03 |
|
|
|
679,028 |
|
|
|
22,648 |
|
|
|
3.34 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest-bearing liabilities |
|
|
4,430,576 |
|
|
|
127,426 |
|
|
|
2.88 |
|
|
|
3,588,794 |
|
|
|
74,794 |
|
|
|
2.08 |
|
|
|
3,054,183 |
|
|
|
70,600 |
|
|
|
2.31 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-interest-bearing liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-interest-bearing deposits |
|
|
592,355 |
|
|
|
|
|
|
|
|
|
|
|
472,827 |
|
|
|
|
|
|
|
|
|
|
|
367,932 |
|
|
|
|
|
|
|
|
|
Other liabilities |
|
|
31,960 |
|
|
|
|
|
|
|
|
|
|
|
25,989 |
|
|
|
|
|
|
|
|
|
|
|
30,723 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
5,054,891 |
|
|
|
|
|
|
|
|
|
|
|
4,087,610 |
|
|
|
|
|
|
|
|
|
|
|
3,452,838 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders equity |
|
|
417,309 |
|
|
|
|
|
|
|
|
|
|
|
329,225 |
|
|
|
|
|
|
|
|
|
|
|
268,446 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
and stockholders equity |
|
$ |
5,472,200 |
|
|
|
|
|
|
|
|
|
|
$ |
4,416,835 |
|
|
|
|
|
|
|
|
|
|
$ |
3,721,284 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest revenue |
|
|
|
|
|
$ |
211,392 |
|
|
|
|
|
|
|
|
|
|
$ |
164,592 |
|
|
|
|
|
|
|
|
|
|
$ |
138,738 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest-rate spread |
|
|
|
|
|
|
|
|
|
|
3.75 |
% |
|
|
|
|
|
|
|
|
|
|
3.73 |
% |
|
|
|
|
|
|
|
|
|
|
3.71 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest margin (4) |
|
|
|
|
|
|
|
|
|
|
4.14 |
% |
|
|
|
|
|
|
|
|
|
|
4.00 |
% |
|
|
|
|
|
|
|
|
|
|
3.99 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Interest revenue on tax-exempt securities and loans has been increased to reflect comparable interest on taxable securities and loans. The rate used
was 39%, reflecting the statutory federal rate and the federal tax adjusted state tax rate. |
|
(2) |
|
Included in the average balance of loans outstanding are loans where the accrual of interest has been discontinued. |
|
(3) |
|
Securities available for sale are shown at amortized cost. Pretax unrealized losses of $2.7 million in 2005, pretax unrealized gains $6.5 million in 2004,
and $11.5 million in 2003 are included in other assets for purposes of this presentation. |
|
(4) |
|
Net interest margin is taxable equivalent net-interest revenue divided by average interest-earning assets. |
23
The following table shows the relative impact on net interest revenue of changes in the
average outstanding balances (volume) of earning assets and interest bearing liabilities and the
rates earned and paid by United on such assets and liabilities.
Table 3 Change in Interest Revenue and Interest Expense
(in thousands, taxable equivalent)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 Compared to 2004 |
|
|
2004 Compared to 2003 |
|
|
|
Increase (decrease) |
|
|
Increase (decrease) |
|
|
|
due to changes in |
|
|
due to changes in |
|
|
|
Volume |
|
|
Rate |
|
|
Total |
|
|
Volume |
|
|
Rate |
|
|
Total |
|
Interest-earning assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans |
|
$ |
50,228 |
|
|
$ |
35,453 |
|
|
$ |
85,681 |
|
|
$ |
35,787 |
|
|
$ |
(8,416 |
) |
|
$ |
27,371 |
|
Taxable securities |
|
|
10,756 |
|
|
|
2,008 |
|
|
|
12,764 |
|
|
|
3,242 |
|
|
|
245 |
|
|
|
3,487 |
|
Tax-exempt securities |
|
|
29 |
|
|
|
(152 |
) |
|
|
(123 |
) |
|
|
(1,015 |
) |
|
|
(68 |
) |
|
|
(1,083 |
) |
Federal funds sold and other interest revenue |
|
|
(69 |
) |
|
|
1,179 |
|
|
|
1,110 |
|
|
|
131 |
|
|
|
142 |
|
|
|
273 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest-earning assets |
|
|
60,944 |
|
|
|
38,488 |
|
|
|
99,432 |
|
|
|
38,145 |
|
|
|
(8,097 |
) |
|
|
30,048 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transaction accounts |
|
|
2,521 |
|
|
|
8,119 |
|
|
|
10,640 |
|
|
|
1,232 |
|
|
|
(509 |
) |
|
|
723 |
|
Savings deposits |
|
|
53 |
|
|
|
335 |
|
|
|
388 |
|
|
|
80 |
|
|
|
(46 |
) |
|
|
34 |
|
Certificates of deposit |
|
|
10,718 |
|
|
|
15,048 |
|
|
|
25,766 |
|
|
|
6,100 |
|
|
|
(4,650 |
) |
|
|
1,450 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest-bearing deposits |
|
|
13,292 |
|
|
|
23,502 |
|
|
|
36,794 |
|
|
|
7,412 |
|
|
|
(5,205 |
) |
|
|
2,207 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal funds purchased & other borrowings |
|
|
263 |
|
|
|
2,922 |
|
|
|
3,185 |
|
|
|
1,086 |
|
|
|
290 |
|
|
|
1,376 |
|
FHLB advances |
|
|
5,615 |
|
|
|
6,781 |
|
|
|
12,396 |
|
|
|
842 |
|
|
|
(1,876 |
) |
|
|
(1,034 |
) |
Long-term debt |
|
|
163 |
|
|
|
94 |
|
|
|
257 |
|
|
|
2,161 |
|
|
|
(516 |
) |
|
|
1,645 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total borrowed funds |
|
|
6,041 |
|
|
|
9,797 |
|
|
|
15,838 |
|
|
|
4,089 |
|
|
|
(2,102 |
) |
|
|
1,987 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest-bearing liabilities |
|
|
19,333 |
|
|
|
33,299 |
|
|
|
52,632 |
|
|
|
11,501 |
|
|
|
(7,307 |
) |
|
|
4,194 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in net interest
revenue |
|
$ |
41,611 |
|
|
$ |
5,189 |
|
|
$ |
46,800 |
|
|
$ |
26,644 |
|
|
$ |
(790 |
) |
|
$ |
25,854 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Any variance attributable jointly to volume and rate changes is allocated to the volume
and rate variance in proportion to the relationship of the absolute dollar amount of the change in
each.
Provision for Loan Losses
The provision for loan losses was $12.1 million in 2005, compared with $7.6 million in 2004,
and $6.3 million in 2003. The provision as a percentage of average outstanding loans for 2005, 2004
and 2003 was .30%, .23% and .23%, respectively. The ratio of net loan charge-offs to average
outstanding loans for 2005 was .14%, compared with .11% for 2004 and .15% for 2003. The provision
for loan losses for each year is the amount management believes is necessary to position the
allowance for loan losses at an amount adequate to absorb losses inherent in the loan portfolio as
of the balance sheet date.
The provision for loan losses is based on managements evaluation of inherent risks in the
loan portfolio and the corresponding analysis of the allowance for loan losses. Additional
discussions on loan quality and the allowance for loan losses are included in the Asset Quality
section of this report, Note 1 to the Consolidated Financial Statements, and above in the Critical
Accounting Policies section of this report.
24
Fee Revenue
Total fee revenue for 2005 was $46.1 million, compared with $39.5 million in 2004 and $38.2 million
in 2003. Fee revenue was approximately 19% of total revenue for 2005, compared with 20% for 2004
and 22% for 2003. The following table presents the components of fee revenue.
Table 4 Fee Revenue
For the Years Ended December 31,
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change |
|
|
|
2005 |
|
|
2004 |
|
|
2003 |
|
|
2005-2004 |
|
Service charges and fees |
|
$ |
25,137 |
|
|
$ |
21,540 |
|
|
$ |
18,288 |
|
|
|
17 |
% |
Mortgage loan and related fees |
|
|
7,330 |
|
|
|
6,324 |
|
|
|
10,515 |
|
|
|
16 |
|
Consulting fees |
|
|
6,609 |
|
|
|
5,749 |
|
|
|
4,399 |
|
|
|
15 |
|
Brokerage fees |
|
|
2,570 |
|
|
|
2,027 |
|
|
|
1,921 |
|
|
|
27 |
|
Securities (losses) gains, net |
|
|
(809 |
) |
|
|
428 |
|
|
|
497 |
|
|
|
|
|
Loss on prepayments of borrowings |
|
|
|
|
|
|
(391 |
) |
|
|
(787 |
) |
|
|
|
|
Other |
|
|
5,311 |
|
|
|
3,862 |
|
|
|
3,351 |
|
|
|
38 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total fee revenue |
|
$ |
46,148 |
|
|
$ |
39,539 |
|
|
$ |
38,184 |
|
|
|
17 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comparability between current and prior years is affected by the acquisitions completed
over the last 36 months. Earnings for acquired companies are included in consolidated earnings
after their respective acquisition dates.
Service charges and fees of $25.1 million were up $3.6 million, or 17% from 2004. This
increase was primarily due to growth in transactions and new accounts resulting from our core
deposit program, growth in overdraft products, and cross-selling of other products and services.
With the growth in the customer base, service charges on demand deposit accounts increased 11% from
2004. The balance of the increase related to ATM and debit card revenue of $4.4 million that was
up $1.4 million, or 48% from 2004. This increase is the result of a higher volume of ATM and debit
card transactions as customers continued to migrate toward the convenience of electronic forms of
banking.
Mortgage loan and related fees of $7.3 million were up $1 million, or 16%, from 2004 as
mortgage rates remained low and more originators were added to capture more business. Mortgage loan
originations increased during 2005, closing 2,543 mortgage loans totaling $396 million compared
with 1,898 loans totaling $275 million in 2004. Substantially all these originated residential
mortgages were sold into the secondary market, including the right to service the loans.
Consulting fees of $6.6 million were up $860,000, or 15% from 2004. The increase was
primarily due to growth in risk management services, financial services, and network security
services.
Brokerage fees of $2.6 million were up $543,000, or 27%, from 2004 due to strong market
activity and growth in customers.
The 2005 securities losses of $809,000 include a $500,000 impairment charge recorded on a
FHLMC preferred stock investment for losses that are considered to be other than temporary. Other
securities losses resulted from balance sheet management activities and reflect the current
interest rate environment. In 2004, Uniteds balance sheet management activities resulted in
$428,000 in net securities gains and losses on prepayments of borrowings of $391,000. Included in
net securities gains in 2004 was an impairment charge of $450,000 on the FHLMC preferred stock
investment that was considered to be other than temporary.
Other fee revenue of $5.3 million increased $1.4 million, or 38% from 2004. The increase was
primarily due to $628,000 in gains on the sale of former banking office property and $478,000 in
gains from the sale of SBA Loans.
25
Operating Expense
Operating expenses, excluding merger-related charges, were $155.4 million in 2005 as compared
with $122.6 million in 2004 and $107.9 million in 2003. Operating expenses for 2004 and 2003
exclude $.9 million and $2.1 million, respectively, of merger-related charges. These charges
primarily consisted of professional fees, contract termination costs and systems conversion costs
that are described in more detail in the section of Managements Discussion and Analysis titled
Merger-Related and Restructuring Charges. The following table presents the components of
operating expenses.
Table 5 Operating Expenses
For the Years Ended December 31,
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change |
|
|
|
2005 |
|
|
2004 |
|
|
2003 |
|
|
2005-2004 |
|
Salaries and employee benefits |
|
$ |
99,447 |
|
|
$ |
77,995 |
|
|
$ |
68,044 |
|
|
|
28 |
% |
Communications and equipment |
|
|
13,157 |
|
|
|
10,945 |
|
|
|
8,601 |
|
|
|
20 |
|
Occupancy |
|
|
10,835 |
|
|
|
9,271 |
|
|
|
8,783 |
|
|
|
17 |
|
Advertising and public relations |
|
|
6,733 |
|
|
|
4,403 |
|
|
|
3,068 |
|
|
|
53 |
|
Postage, printing and supplies |
|
|
5,501 |
|
|
|
4,451 |
|
|
|
4,439 |
|
|
|
24 |
|
Professional fees |
|
|
4,306 |
|
|
|
3,724 |
|
|
|
3,910 |
|
|
|
16 |
|
Amortization of intangibles |
|
|
2,012 |
|
|
|
1,674 |
|
|
|
1,065 |
|
|
|
|
|
Other |
|
|
13,410 |
|
|
|
10,105 |
|
|
|
9,990 |
|
|
|
33 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses, excluding merger-related charges |
|
|
155,401 |
|
|
|
122,568 |
|
|
|
107,900 |
|
|
|
27 |
|
Merger-related charges |
|
|
|
|
|
|
870 |
|
|
|
2,088 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
$ |
155,401 |
|
|
$ |
123,438 |
|
|
$ |
109,988 |
|
|
|
26 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisitions impact expense comparisons between periods since the operating expenses of
acquired companies prior to the acquisition date are not included in Uniteds consolidated
financial statements. This impacts year over year expense comparisons in the year an acquisition
is completed and the year immediately following the acquisition. In order to assist in
understanding the core expense growth trends, operating expense explanations in this section
include an estimate for the amount of the increase related to acquisitions where it is possible to
reasonably quantify the amount. Additionally, in May 2005, United initiated a significant de novo
expansion in Gainesville/Hall County, Georgia. Because of the accelerated pace of this expansion
and the significant number of staff added, this expansion and new bank impacted the year over year
change in operating expenses.
Salaries and employee benefits expense for 2005 was $99.4 million, an increase of $21.5
million, or 28% from 2004. Acquisitions and de novo expansion account for more than half of the
increase. The balance was due to an increase in staff to support business growth and related
hiring costs, plus higher brokerage and mortgage incentives. At December 31, 2005, total staff was
1,703, an increase of 163 from 2004. Of this increase, 97 staff members, or 60%, were added
through de novo expansion. Excluding de novo expansion, net staff growth rate was 4% from 2004.
Communication and equipment expense for 2005 was $13.2 million, an increase of $2.2 million,
or 20% from 2004. The increase was primarily due to higher maintenance and depreciation costs
resulting from acquisitions and de novo expansion, as well as a continued commitment to technology
and telecommunications equipment to enhance customer service and support business growth.
Occupancy expense for 2005 was $10.8 million, an increase of $1.6 million, or 17% from 2004.
The majority of this increase was the result of higher facilities costs and maintenance expenses
resulting from additional banking offices added through both acquisitions and de novo expansion.
Postage, printing and supplies expense for 2005 was $5.5 million, an increase of $1.0 million,
or 24% from 2004. Most of this increase was due to additional postage and courier expenses
resulting from business growth, including new customers and locations added from both acquisitions
and de novo expansion, as well as the Gainesville/Hall County operations prior to the opening of
branch offices.
Advertising and public relations expense for 2005 was $6.7 million, an increase of $2.3
million, or 53% from 2004. This increase reflects the additional costs associated with brand
promotion within the new markets added recently through acquisitions and
26
de novo expansion. In addition, United continues to use the refer-a friend program to
increase core deposits within both existing and new markets. This program includes gifts given to
existing customers for their successful referrals and to new customers for opening an account.
Professional fees were $4.3 million for 2005, an increase of $582,000, or 16% from 2004. This
increase is mostly the result of higher audit and accounting fees, higher expenses associated with
Sarbanes-Oxley compliance, and increasing legal costs associated with new loans.
Amortization of intangibles was $2.0 million for 2005, an increase of $338,000, or 20% from
2004. This increase was due to the increase in core deposit intangibles associated with the three
acquisitions in 2004.
Other expenses were $13.4 million for 2005, an increase of $3.3 million, or 33% from 2004.
The majority of this increase is the result of costs associated with continued business growth
within Uniteds markets, acquisitions, and de novo expansion.
The efficiency ratio measures total operating expenses, excluding merger-related charges, as a
percentage of total revenue, excluding the provision for loan losses, net securities gains or
losses, and losses on prepayment of borrowings. Based on operating income, Uniteds efficiency
ratio for 2005 was 60.15%, compared with 60.05% for 2004 and 60.89% for 2003. The increase from
2004 is primarily the result of the cost of additional de novo locations being opened during 2005,
especially the Gainesville market.
Income Taxes
Income tax expense, including tax benefits relating to merger charges, was $31.7 million in
2005 compared with $24.9 million in 2004 and $20.4 million in 2003. The effective tax rates (as a
percentage of pre-tax net income) were 35.8%, 34.8% and 34.8% for 2005, 2004 and 2003,
respectively. These effective tax rates are lower than the statutory tax rate primarily due to
interest revenue on certain investment securities and loans that are exempt from income taxes and
tax credits received from affordable housing investments. The effective tax rate has increased
over the years as tax-exempt interest revenue on securities and loans has declined as a percentage
of pre-tax earnings. Additional information regarding income taxes can be found in Note 14 to the
Consolidated Financial Statements.
Fourth Quarter Discussion
Taxable equivalent net interest revenue for the fourth quarter of 2005 rose $11.6 million, or
26% to $56.9 million from the same period a year ago. Acquisitions contributed approximately $1.8
million of this increase, leaving the core growth rate at approximately 22%, which was driven by
loan growth of 18% and a 15 basis point expansion of the net interest margin. Taxable equivalent
net interest margin for the fourth quarter was 4.20% versus 4.05% a year ago. The improvement in
the net interest margin is principally the result of the actions of the Federal Reserve to increase
short-term interest rates beginning in June of 2004, which had a positive earnings impact on
Uniteds slightly asset sensitive balance sheet.
The 2005 fourth quarter provision for loan losses was $3.5 million, up $1.5 million from a
year earlier. Non-performing assets totaled $13.0 million, up $4.3 million from a year ago, while
loans outstanding increased $663.4 million. Non-performing assets as a percentage of total assets
were .22% at December 31, 2005, compared with .17% at December 31, 2004.
Fee revenue of $11.4 million for the fourth quarter of 2005 increased $616 thousand, or 6%
from $10.8 million a year ago with increases in nearly every category. Adjusting for securities
losses recorded in the fourth quarter of 2005, core fee revenue growth was $1.3 million, or 12%.
Service charges and fees of $6.6 million were up $970 thousand, or 17% primarily due to growth in
ATM and debit card transactions and new accounts resulting from initiatives to raise core deposits.
At $1.7 million, mortgage fees were relatively flat with the fourth quarter of 2004. In the
fourth quarters of 2005 and 2004, United recognized impairment losses of $500 thousand and $450
thousand, respectively, on an investment in FHLMC preferred stock. The losses were considered to
be other than temporary and are included in securities gains and losses, net of any gains or losses
from sales of securities.
Operating expenses, excluding merger-related charges incurred in the fourth quarter of 2004,
were $40.5 million, up to $6.8 million, or 20% from the fourth quarter of 2004. The two
acquisitions completed in the fourth quarter 2004 and de novo expansion in 2005 accounted for
approximately $4.0 million of the increase. Salaries and employee benefit costs of $25.6 million
increased $4.0 million, or 19%, from the fourth quarter of 2004 with approximately $2.8 million
resulting from acquisitions and de novo expansion.
27
The balance was due to an increase in staff to support business growth and related hiring costs and
higher commissions related to the increase in brokerage revenue. Communications and equipment
expense increased $683 thousand to $3.6 million due to the acquisitions last year and further
investment in technology equipment to support business growth. Advertising and public relations
expense rose $463 thousand to $2.0 million reflecting the cost of successful initiatives to raise
core deposits and continued efforts to generate brand awareness in new markets. Occupancy expense
increased $342 thousand to $2.7 million reflecting the increase in cost to operate additional
banking offices added through acquisitions and de novo expansion. Postage, printing and supplies
expense increased $328 thousand to $1.4 million reflecting the higher cost of office supplies and
courier costs resulting from the growing franchise. The increase in other operating expense was
due to acquisitions, losses incurred in the disposal of other real estate, higher amortization of
low income housing tax credit investments and business growth.
Balance Sheet Review
Total assets at December 31, 2005 were $5.9 billion, an increase of $778 million, or 15% from
December 31, 2004. On an average basis, total assets increased $1.1 billion, or 24% from 2004 to
2005. Average interest earning assets for 2005 were $5.1 billion, compared with $4.1 billion for
2004, an increase of 24%.
Loans
Total loans averaged $4.1 billion in 2005, compared with $3.3 billion in 2004, an increase of
22%. At December 31, 2005, total loans were $4.4 billion, an increase of $663 million, or 18% from
December 31, 2004. Over the past year, United has experienced strong loan growth in all markets,
with particular strength in loans secured by real estate, both residential and non-residential.
Approximately $434 million of the increase from 2004 occurred in construction loans (which included
land development loans), which is comprised of approximately 80% residential and 20% commercial.
Growth was also strong in commercial loans, including those secured by real estate, and residential
real estate loans, which grew $114 million and $104 million, respectively, from December 31, 2004.
The following table presents a summary of the loan portfolio by category.
Table 6 Loans Outstanding
As of December 31,
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2004 |
|
|
2003 |
|
|
2002 |
|
|
2001 |
|
Commercial (commercial and industrial) |
|
$ |
236,882 |
|
|
$ |
211,850 |
|
|
$ |
190,189 |
|
|
$ |
140,515 |
|
|
$ |
146,754 |
|
Commercial (secured by real estate) |
|
|
1,055,191 |
|
|
|
966,558 |
|
|
|
776,591 |
|
|
|
612,926 |
|
|
|
541,184 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total commercial |
|
|
1,292,073 |
|
|
|
1,178,408 |
|
|
|
966,780 |
|
|
|
753,441 |
|
|
|
687,938 |
|
Construction |
|
|
1,738,990 |
|
|
|
1,304,526 |
|
|
|
927,087 |
|
|
|
700,007 |
|
|
|
451,713 |
|
Residential mortgage |
|
|
1,205,685 |
|
|
|
1,101,653 |
|
|
|
981,961 |
|
|
|
793,284 |
|
|
|
722,588 |
|
Installment |
|
|
161,538 |
|
|
|
150,318 |
|
|
|
140,169 |
|
|
|
135,066 |
|
|
|
145,751 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loans |
|
$ |
4,398,286 |
|
|
$ |
3,734,905 |
|
|
$ |
3,015,997 |
|
|
$ |
2,381,798 |
|
|
$ |
2,007,990 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Substantially all loans are to customers (including customers who have a seasonal
residence in Uniteds market areas) located in Georgia, North Carolina and Tennessee, the immediate
market areas of United, and over 90% of the loans are secured by real estate.
As of December 31, 2005, Uniteds 25 largest credit relationships consisted of loans and loan
commitments ranging from $13 million to $48 million, with an aggregate total credit exposure of
$476 million, including $87 million in unfunded commitments, and $389 million in balances
outstanding. All of these customers were underwritten in accordance with Uniteds credit quality
standards and structured to minimize potential exposure to loss.
28
The following table sets forth the maturity distribution of commercial and construction loans,
including the interest rate sensitivity for loans maturing greater than one year.
Table 7 Loan Portfolio Maturity
As of December 31, 2005
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rate Structure for Loans |
|
|
|
Maturity |
|
|
Maturing Over One Year |
|
|
|
One Year |
|
|
One through |
|
|
Over Five |
|
|
|
|
|
|
Fixed |
|
|
Floating |
|
|
|
or Less |
|
|
Five Years |
|
|
Years |
|
|
Total |
|
|
Rate |
|
|
Rate |
|
Commercial (commercial and industrial) |
|
$ |
182,862 |
|
|
$ |
49,205 |
|
|
$ |
4,815 |
|
|
$ |
236,882 |
|
|
$ |
53,115 |
|
|
$ |
905 |
|
Construction (secured by real estate) |
|
|
1,661,636 |
|
|
|
63,863 |
|
|
|
13,491 |
|
|
|
1,738,990 |
|
|
|
52,158 |
|
|
|
25,196 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
1,844,498 |
|
|
$ |
113,068 |
|
|
$ |
18,306 |
|
|
$ |
1,975,872 |
|
|
$ |
105,273 |
|
|
$ |
26,101 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset Quality and Risk Elements
United manages asset quality and controls credit risk through diversification of the loan
portfolio and the application of policies designed to promote sound underwriting and loan
monitoring practices. Uniteds credit administration function is charged with monitoring asset
quality, establishing credit policies and procedures and managing the consistent application of
these policies and procedures at all of the Banks. Additional information on Uniteds loan
administration function is included in Item 1 under the heading Loan Review and Non-performing
Assets.
The provision for loan losses is based on managements judgment of the amount necessary to
maintain the allowance for losses at a level adequate to absorb probable losses. The amount each
year is dependent upon many factors including loan growth, net charge-offs, changes in the
composition of the loan portfolio, delinquencies and other credit quality trends, managements
assessment of loan portfolio quality, the value of collateral, and economic factors and trends.
The evaluation of these factors is performed by Uniteds credit administration through analysis of
the adequacy of the allowance for loan losses.
Reviews of non-performing loans, past due loans and larger credits are designed to identify
potential charges to the allowance for loan losses, as well as determine the adequacy of the
allowance and are conducted on a regular basis during the year. These reviews are performed by the
responsible lending officers, a separate loan review function or the special assets department with
consideration of such factors as the customers financial position, prevailing and anticipated
economic conditions and other pertinent factors.
29
The following table presents a summary of changes in the allowance for loan losses for each of the
past five years.
Table 8 Allowance for Loan Losses
Years Ended December 31,
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2004 |
|
|
2003 |
|
|
2002 |
|
|
2001 |
|
Balance beginning of period |
|
$ |
47,196 |
|
|
$ |
38,655 |
|
|
$ |
30,914 |
|
|
$ |
27,124 |
|
|
$ |
24,698 |
|
Provision for loan losses |
|
|
12,100 |
|
|
|
7,600 |
|
|
|
6,300 |
|
|
|
6,900 |
|
|
|
6,000 |
|
Allowance for loan losses acquired from
subsidiaries at merger date |
|
|
|
|
|
|
4,558 |
|
|
|
5,538 |
|
|
|
|
|
|
|
1,004 |
|
Charge-offs: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial (commercial and industrial) |
|
|
1,266 |
|
|
|
515 |
|
|
|
1,183 |
|
|
|
493 |
|
|
|
1,826 |
|
Commercial (secured by real estate) |
|
|
877 |
|
|
|
1,859 |
|
|
|
538 |
|
|
|
820 |
|
|
|
663 |
|
Construction |
|
|
1,201 |
|
|
|
127 |
|
|
|
369 |
|
|
|
110 |
|
|
|
175 |
|
Residential mortgage |
|
|
1,653 |
|
|
|
1,271 |
|
|
|
1,367 |
|
|
|
1,265 |
|
|
|
752 |
|
Installment |
|
|
2,217 |
|
|
|
1,716 |
|
|
|
1,812 |
|
|
|
1,615 |
|
|
|
2,107 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loans charged-off |
|
|
7,214 |
|
|
|
5,488 |
|
|
|
5,269 |
|
|
|
4,303 |
|
|
|
5,523 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Recoveries: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial (commercial and industrial) |
|
|
309 |
|
|
|
293 |
|
|
|
259 |
|
|
|
290 |
|
|
|
129 |
|
Commercial (secured by real estate) |
|
|
289 |
|
|
|
140 |
|
|
|
92 |
|
|
|
51 |
|
|
|
56 |
|
Construction |
|
|
12 |
|
|
|
532 |
|
|
|
36 |
|
|
|
30 |
|
|
|
32 |
|
Residential mortgage |
|
|
252 |
|
|
|
370 |
|
|
|
283 |
|
|
|
196 |
|
|
|
166 |
|
Installment |
|
|
651 |
|
|
|
536 |
|
|
|
502 |
|
|
|
626 |
|
|
|
562 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total recoveries |
|
|
1,513 |
|
|
|
1,871 |
|
|
|
1,172 |
|
|
|
1,193 |
|
|
|
945 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net charge-offs |
|
|
5,701 |
|
|
|
3,617 |
|
|
|
4,097 |
|
|
|
3,110 |
|
|
|
4,578 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance end of period |
|
$ |
53,595 |
|
|
$ |
47,196 |
|
|
$ |
38,655 |
|
|
$ |
30,914 |
|
|
$ |
27,124 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loans: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At year-end |
|
$ |
4,398,286 |
|
|
$ |
3,734,905 |
|
|
$ |
3,015,997 |
|
|
$ |
2,381,798 |
|
|
$ |
2,007,990 |
|
Average |
|
|
4,061,091 |
|
|
|
3,322,916 |
|
|
|
2,753,451 |
|
|
|
2,239,875 |
|
|
|
1,854,968 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance as a percentage of year-end loans |
|
|
1.22 |
% |
|
|
1.26 |
% |
|
|
1.28 |
% |
|
|
1.30 |
% |
|
|
1.35 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As a percentage of average loans: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net charge-offs |
|
|
.14 |
% |
|
|
.11 |
% |
|
|
.15 |
% |
|
|
.14 |
% |
|
|
.25 |
% |
Provision for loan losses |
|
|
.30 |
|
|
|
.23 |
|
|
|
.23 |
|
|
|
.31 |
|
|
|
.32 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance as a percentage of
non-performing loans |
|
|
447 |
% |
|
|
588 |
% |
|
|
583 |
% |
|
|
459 |
% |
|
|
315 |
% |
Management believes that the allowance for loan losses at December 31, 2005 is adequate
and appropriate to absorb losses inherent in the loan portfolio. This assessment involves
uncertainty and judgment; therefore, the adequacy of the allowance for loan losses cannot be
determined with precision and may be subject to change in future periods. In addition, bank
regulatory authorities, as part of their periodic examination of the Banks, may require additional
charges to the provision for loan losses in future periods if the results of their review warrant
such additions. See Critical Accounting Policies section for additional information on the
allowance for loan losses.
30
The allocation of the allowance for loan losses is based upon historical data, subjective
judgment and estimates and, therefore, is not necessarily indicative of the specific amounts or
loan categories in which charge-offs may ultimately occur. Due to the imprecise nature of the loan
loss estimation process and the effects of changing conditions, these risk attributes may not be
adequately captured in the data related to the formula-based loan loss components used to determine
allocations in Uniteds analysis of the adequacy of the allowance for loan losses. Consequently,
management believes that the unallocated allowance appropriately reflects probable inherent but
undetected losses in the loan portfolio. The following table summarizes the allocation of the
allowance for loan losses for each of the past five years.
Table 9 Allocation of Allowance for Loan Losses
As of December 31,
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2004 |
|
|
2003 |
|
|
2002 |
|
|
2001 |
|
|
|
Amount |
|
|
% * |
|
|
Amount |
|
|
% * |
|
|
Amount |
|
|
% * |
|
|
Amount |
|
|
% * |
|
|
Amount |
|
|
% * |
|
Commercial (commercial and industrial) |
|
$ |
4,492 |
|
|
|
5 |
|
|
$ |
3,728 |
|
|
|
6 |
|
|
$ |
3,921 |
|
|
|
6 |
|
|
$ |
2,178 |
|
|
|
6 |
|
|
$ |
2,642 |
|
|
|
7 |
|
Commercial (secured by real estate) |
|
|
12,401 |
|
|
|
24 |
|
|
|
14,107 |
|
|
|
26 |
|
|
|
8,936 |
|
|
|
26 |
|
|
|
8,091 |
|
|
|
26 |
|
|
|
6,954 |
|
|
|
27 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total commercial |
|
|
16,893 |
|
|
|
29 |
|
|
|
17,835 |
|
|
|
32 |
|
|
|
12,857 |
|
|
|
32 |
|
|
|
10,269 |
|
|
|
32 |
|
|
|
9,596 |
|
|
|
34 |
|
Construction |
|
|
20,787 |
|
|
|
40 |
|
|
|
10,695 |
|
|
|
35 |
|
|
|
8,994 |
|
|
|
31 |
|
|
|
6,545 |
|
|
|
29 |
|
|
|
4,291 |
|
|
|
23 |
|
Residential mortgage |
|
|
9,049 |
|
|
|
27 |
|
|
|
11,511 |
|
|
|
29 |
|
|
|
10,026 |
|
|
|
32 |
|
|
|
8,250 |
|
|
|
33 |
|
|
|
7,370 |
|
|
|
36 |
|
Installment |
|
|
2,088 |
|
|
|
4 |
|
|
|
2,798 |
|
|
|
4 |
|
|
|
3,390 |
|
|
|
5 |
|
|
|
3,269 |
|
|
|
6 |
|
|
|
3,753 |
|
|
|
7 |
|
Unallocated |
|
|
4,778 |
|
|
|
|
|
|
|
4,357 |
|
|
|
|
|
|
|
3,388 |
|
|
|
|
|
|
|
2,581 |
|
|
|
|
|
|
|
2,114 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total allowance for loan losses |
|
$ |
53,595 |
|
|
|
100 |
|
|
$ |
47,196 |
|
|
|
100 |
|
|
$ |
38,655 |
|
|
|
100 |
|
|
$ |
30,914 |
|
|
|
100 |
|
|
$ |
27,124 |
|
|
|
100 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Loan balance in each category, expressed as a percentage of total loans |
Non-performing Assets
Non-performing loans, which include non-accrual loans and accruing loans past due over 90
days, totaled $12 million at year-end 2005, compared with $8 million at December 31, 2004. There is
no concentration of non-performing loans attributable to any specific industry. At December 31,
2005 and 2004, the ratio of non-performing loans to total loans was .27% and .22%, respectively.
Non-performing assets, which include non-performing loans and foreclosed real estate, totaled $13.0
million at December 31, 2005, compared with $8.7 million at year-end 2004.
Uniteds policy is to place loans on non-accrual status when, in the opinion of management,
the principal and interest on a loan is not likely to be repaid in accordance with the loan terms
or when the loan becomes 90 days past due and is not both well secured and in the process of
collection. When a loan is placed on non-accrual status, interest previously accrued but not
collected is reversed against current interest revenue. Generally, interest revenue on a
non-accrual loan is recognized on a cash basis as payments are received.
There were no commitments to lend additional funds to customers whose loans were on
non-accrual status at December 31, 2005. The table below summarizes non-performing assets at
year-end for the last five years.
Table 10 Non-Performing Assets
As of December 31,
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2004 |
|
|
2003 |
|
|
2002 |
|
|
2001 |
|
Non-accrual loans |
|
$ |
11,997 |
|
|
$ |
8,031 |
|
|
$ |
6,627 |
|
|
$ |
6,732 |
|
|
$ |
8,610 |
|
Loans past due 90 days or more and still accruing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-performing loans |
|
|
11,997 |
|
|
|
8,031 |
|
|
|
6,627 |
|
|
|
6,733 |
|
|
|
8,610 |
|
Other real estate owned |
|
|
998 |
|
|
|
694 |
|
|
|
962 |
|
|
|
1,286 |
|
|
|
1,060 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-performing assets |
|
$ |
12,995 |
|
|
$ |
8,725 |
|
|
$ |
7,589 |
|
|
$ |
8,019 |
|
|
$ |
9,670 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-performing loans as a percentage of total loans |
|
|
.27 |
% |
|
|
.22 |
% |
|
|
.22 |
% |
|
|
.28 |
% |
|
|
.43 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-performing assets as a percentage of total assets |
|
|
.22 |
|
|
|
.17 |
|
|
|
.19 |
|
|
|
.25 |
|
|
|
.35 |
|
31
At December 31, 2005 and 2004, there were $4.0 million and $2.7 million, respectively, of
loans classified as impaired under the definition outlined in SFAS No. 114. Specific reserves
allocated to these impaired loans totaled $1.0 million at December 31, 2005, and $676 thousand at
December 31, 2004. The average recorded investment in impaired loans for the years ended December
31, 2005 and 2004 was $4.2 million and $1.6 million, respectively. Uniteds policy is to recognize
interest revenue on a cash basis for loans classified as impaired under SFAS No. 114.
Investment Securities
The composition of the investment securities portfolio reflects Uniteds investment strategy
of maintaining an appropriate level of liquidity while providing a relatively stable source of
revenue. The securities portfolio also provides a balance to interest rate risk in other categories
of the balance sheet while
providing a vehicle for the investment of available funds, furnishing liquidity, and supplying
securities to pledge as required collateral for certain deposits.
Total securities available for sale increased $111 million from the end of 2004. United
continued to purchase securities through 2005 as part of a program to help stabilize the interest
rate sensitivity of the balance sheet and to increase net interest revenue. At both December 31,
2005 and 2004, securities available for sale represent 17% of total assets. At December 31, 2005,
the effective duration of the investment portfolio based on expected maturities was 2.45 years
compared with 2.08 years at December 31, 2004. The following table shows the carrying value of
Uniteds securities.
Table 11 Carrying Value of Investment Securities
As of December 31,
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2004 |
|
Securities available for sale: |
|
|
|
|
|
|
|
|
U.S. Treasuries |
|
$ |
2,000 |
|
|
$ |
4,576 |
|
U.S. Government agencies |
|
|
312,036 |
|
|
|
279,265 |
|
State and political subdivisions |
|
|
53,082 |
|
|
|
56,653 |
|
Mortgage-backed securities |
|
|
616,078 |
|
|
|
536,795 |
|
Other |
|
|
7,491 |
|
|
|
2,689 |
|
|
|
|
|
|
|
|
Total securities available for sale |
|
$ |
990,687 |
|
|
$ |
879,978 |
|
|
|
|
|
|
|
|
The investment securities portfolio consists of U.S. Treasuries and U.S. Government and
agency securities, municipal securities, and mortgage-backed securities which are primarily U.S.
Government agency sponsored. A mortgage-backed security relies on the underlying pools of mortgage
pools of loans to provide a cash flow of principal and interest. The actual maturities of these
securities will differ from the contractual maturities because the loans underlying the security
may prepay without prepayment penalties. Decreases in long-term interest rates will generally cause
an acceleration of prepayment levels. In a declining interest rate environment, proceeds may not be
able to be reinvested in assets that have comparable yields.
At December 31, 2005, United had 62% of its total investment securities portfolio in mortgage
backed securities, compared with 61% at December 31, 2004. United did not have securities of any
issuer in excess of 10% of equity at year-end 2005 or 2004, excluding U.S. Government issues. See
Note 5 to the Consolidated Financial Statements for further discussion of investment portfolio and
related fair value and maturity information.
Deposits
Total average deposits for 2005 were $4.0 billion, an increase of $755 million, or 23% from
2004. Average non-interest bearing demand deposit accounts increased $119 million, or 25%, and
average interest bearing transaction accounts increased $227 million, or 25%, from 2004. Average
time deposits for 2005 were $2.1 billion, up from $1.7 billion in 2004. At December 31, 2005, total
deposits were $4.5 billion compared with $3.7 billion at the end of 2004, an increase of $797
million, or 22%. Uniteds successful campaign to increase core deposits through its
Refer-a-Friend and other programs resulted in 36,000 new accounts in 2005. Toward the latter part
of the year, United began to compete more aggressively for certificates of deposit as rising
short-term rates and a flattening yield curve made them a relatively more attractive funding
source.
32
Time deposits of $100,000 and greater totaled $895 million at December 31, 2005, compared with
$567 million at year-end 2004. United utilizes brokered time deposits, issued in certificates of
less than $100,000, as an alternative source of cost-effective funding. Average brokered time
deposits outstanding in 2005, 2004 and 2003 were $319 million, $382 million and $275 million,
respectively. The average rate
paid on brokered time deposits in 2005, 2004 and 2003 was 2.99%, 2.28% and 2.20%, respectively.
Total interest expense on time deposits of $100,000 and greater during 2005 was approximately $25
million.
The following table sets forth the scheduled maturities of time deposits of $100,000 and
greater and brokered time deposits.
Table
12 Maturities of Time Deposits of $100 ,000 and Greater and Brokered Deposits
As of December 31, 2005
(in thousands)
|
|
|
|
|
$100,000 and greater: |
|
|
|
|
Three months or less |
|
$ |
184,262 |
|
Three to six months |
|
|
181,381 |
|
Six to twelve months |
|
|
326,591 |
|
Over one year |
|
|
203,232 |
|
|
|
|
|
Total |
|
$ |
895,466 |
|
|
|
|
|
|
|
|
|
|
Brokered deposits: |
|
|
|
|
Three months or less |
|
$ |
57,564 |
|
Three to six months |
|
|
36,565 |
|
Six to twelve months |
|
|
95,433 |
|
Over one year |
|
|
131,370 |
|
|
|
|
|
Total |
|
$ |
320,932 |
|
|
|
|
|
Wholesale Funding
At December 31, 2005, UCB-Georgia, UCB-North Carolina and UCB-Tennessee were shareholders in
FHLB of Atlanta. Through this affiliation, secured advances totaling $636 million were outstanding
at rates competitive with time deposits of like maturities. United anticipates continued
utilization of this short and long-term source of funds to minimize interest rate risk and to meet
liquidity needs. The FHLB advances outstanding at December 31, 2005 had both fixed and floating
interest rates ranging from 2.72% to 6.59%. Approximately 33% of the FHLB advances mature prior to
December 31, 2006. Additional information regarding FHLB advances, including scheduled maturities,
is provided in Note 10 to the Consolidated Financial Statements.
Liquidity Management
The primary objective of liquidity management is to ensure that sufficient funding is
available, at reasonable cost, to meet ongoing operational cash needs. While the desired level of
liquidity will vary depending upon a number of factors, it is the primary goal of United to
maintain a sufficient level of liquidity in reasonably foreseeable economic environments. Liquidity
is defined as the ability of a bank to convert assets into cash or cash equivalents without
significant loss and to raise additional funds by increasing liabilities. Liquidity management
involves maintaining Uniteds ability to meet the daily cash flow requirements of the Banks
customers, both depositors and borrowers.
The primary objectives of asset/liability management are to provide for adequate liquidity in
order to meet the needs of customers and to maintain an optimal balance between interest-sensitive
assets and interest-sensitive liabilities, so that United can also meet the investment objectives
of its shareholders as market interest rates change. Daily monitoring of the sources and uses of
funds is necessary to maintain a position that meets both goals.
The asset portion of the balance sheet provides liquidity primarily through loan principal
repayments and the maturities and sales of securities. Mortgage loans held for sale totaled $22.3
million at December 31, 2005, and typically turn over every 45 days as closed loans are sold to
investors in the secondary market. Construction and commercial loans that mature in one year or
less amounted to $1.8 billion, or 42%, of the loan portfolio at December 31, 2005.
33
The liability section of the balance sheet provides liquidity through depositors interest
bearing and non-interest-bearing accounts. Federal funds purchased, FHLB advances and securities
sold under agreements to repurchase are additional sources of liquidity and represent Uniteds
incremental borrowing capacity. These sources of liquidity are short-term in nature and are used as
necessary to fund asset growth and meet other short-term liquidity needs. The table below presents
a summary of Uniteds short-term borrowings over the last three years.
Table 13 Short-Term Borrowings
As of December 31,
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average |
|
|
|
|
|
|
|
|
|
|
Period end |
|
|
Maximum |
|
|
amounts |
|
|
|
|
|
|
|
|
|
|
weighted- |
|
|
outstanding |
|
|
outstanding |
|
|
Weighted- |
|
|
|
Period-end |
|
|
average |
|
|
at any |
|
|
during the |
|
|
average rate |
|
|
|
balance |
|
|
interest rate |
|
|
month-end |
|
|
year |
|
|
for the year |
|
December 31, 2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal funds purchased |
|
$ |
121,581 |
|
|
|
4.37 |
% |
|
$ |
205,291 |
|
|
$ |
143,080 |
|
|
|
3.35 |
% |
Commercial paper |
|
|
1,300 |
|
|
|
4.75 |
|
|
|
1,524 |
|
|
|
1,367 |
|
|
|
4.06 |
|
Line of credit |
|
|
|
|
|
|
|
|
|
|
8,000 |
|
|
|
3,649 |
|
|
|
5.82 |
|
Repurchase agreements |
|
|
|
|
|
|
|
|
|
|
25,000 |
|
|
|
9,041 |
|
|
|
2.72 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
122,881 |
|
|
|
|
|
|
|
|
|
|
$ |
157,137 |
|
|
|
3.38 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2004 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal funds purchased |
|
$ |
130,921 |
|
|
|
2.42 |
|
|
$ |
193,113 |
|
|
$ |
139,232 |
|
|
|
1.47 |
|
Commercial paper |
|
|
2,010 |
|
|
|
3.36 |
|
|
|
2,039 |
|
|
|
2,007 |
|
|
|
3.26 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
132,931 |
|
|
|
|
|
|
|
|
|
|
$ |
141,239 |
|
|
|
1.50 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2003 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal funds purchased |
|
$ |
102,849 |
|
|
|
1.15 |
|
|
$ |
102,849 |
|
|
$ |
54,311 |
|
|
|
1.18 |
|
Commercial paper |
|
|
1,996 |
|
|
|
3.49 |
|
|
|
4,059 |
|
|
|
2,712 |
|
|
|
3.75 |
|
Line of credit |
|
|
45,000 |
|
|
|
3.12 |
|
|
|
45,000 |
|
|
|
7,948 |
|
|
|
2.54 |
|
Repurchase agreements |
|
|
|
|
|
|
|
|
|
|
982 |
|
|
|
57 |
|
|
|
1.47 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
149,845 |
|
|
|
|
|
|
|
|
|
|
$ |
65,028 |
|
|
|
1.14 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United has available lines of credit at its holding company with other financial
institutions totaling $85 million. At December 31, 2005, there were no outstanding balances on
those lines, and United had sufficient qualifying collateral to increase FHLB advances by $365
million. Uniteds internal policy limits brokered deposits to 25% of total non-brokered deposits.
At December 31, 2005, United had the capacity to increase brokered deposits by $718 million and
still remain within this limit. In addition to these wholesale sources, United has the ability to
attract retail deposits at any time by competing more aggressively on pricing. The following table
shows Uniteds contractual obligations and other commitments.
Table
14 Contractual Obligations and Other
Commitments
As of December 31, 2005
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maturity By Years |
|
|
|
Total |
|
|
1 or Less |
|
|
1 to 3 |
|
|
3 to 5 |
|
|
Over 5 |
|
Contractual Cash Obligations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FHLB advances |
|
$ |
635,616 |
|
|
$ |
209,616 |
|
|
$ |
276,000 |
|
|
$ |
91,000 |
|
|
$ |
59,000 |
|
Long-term debt |
|
|
111,869 |
|
|
|
3,100 |
|
|
|
|
|
|
|
|
|
|
|
108,769 |
|
Operating leases |
|
|
14,280 |
|
|
|
3,496 |
|
|
|
6,033 |
|
|
|
1,546 |
|
|
|
3,205 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total contractual cash obligations |
|
$ |
761,765 |
|
|
$ |
216,212 |
|
|
$ |
282,033 |
|
|
$ |
92,546 |
|
|
$ |
170,974 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Commitments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lines of credit |
|
$ |
928,420 |
|
|
$ |
577,730 |
|
|
$ |
158,507 |
|
|
$ |
11,169 |
|
|
$ |
181,014 |
|
Commercial letters of credit |
|
|
25,008 |
|
|
|
20,706 |
|
|
|
4,127 |
|
|
|
175 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other commitments |
|
$ |
953,428 |
|
|
$ |
598,436 |
|
|
$ |
162,634 |
|
|
$ |
11,344 |
|
|
$ |
181,014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
34
As disclosed in Uniteds consolidated statement of cash flows, net cash provided by operating
activities was $104 million during 2005. The major source of cash provided by operating activities
was net income, a decrease in mortgages held for sale and an increase in accrued expenses and other
liabilities. Net cash used in investing activities of $814 million consisted primarily of the net
increase in loans of $673 million, a net increase in securities of $126 million. Net cash provided
by financing activities provided the remainder of funding sources for 2005. The $717 million of net
cash provided by financing activities consisted primarily of a net increase in deposits of $797
million and the proceeds from the issuance of common stock of $42 million. The increases were
partially offset by a net decrease in FHLB advances of $102 million. In the opinion of management,
Uniteds liquidity position at December 31, 2005, is sufficient to meet its expected cash flow
requirements.
Off-Balance Sheet Arrangements
United is a party to financial instruments with off-balance sheet risk in the normal course of
business to meet the financing needs of customers. These financial instruments include commitments
to extend credit, letters of credit and financial guarantees.
A commitment to extend credit is an agreement to lend to a customer as long as there is no
violation of any condition established in the contract. Commitments generally have fixed expiration
dates or other termination clauses and may require payment of a fee. Letters of credit and
financial guarantees are conditional commitments issued to guarantee a customers performance to a
third party and have essentially the same credit risk as extending loan facilities to customers.
Those commitments are primarily issued to local businesses.
The exposure to credit loss in the event of nonperformance by the other party to the
commitments to extend credit, letters of credit and financial guarantees is represented by the
contractual amount of these instruments. United uses the same credit underwriting procedures for
making commitments, letters of credit and financial guarantees as for on-balance sheet instruments.
United evaluates each customers creditworthiness on a case-by-case basis and the amount of the
collateral, if deemed necessary, is based on the credit evaluation. Collateral held varies, but may
include unimproved and improved real estate, certificates of deposit, personal property or other
acceptable collateral.
All of these instruments involve, to varying degrees, elements of credit risk in excess of the
amount recognized in the balance sheet. The total amounts of these instruments does not necessarily
represent future cash requirements because a significant portion of these instruments expire
without being used.
United is not involved in off-balance sheet contractual relationships, other than those
disclosed in this report, that could result in liquidity needs or other commitments, or that could
significantly impact earnings. See Notes 2 and 16 to the Consolidated Financial Statements for
additional information on off-balance sheet arrangements.
Capital Resources and Dividends
Stockholders equity at December 31, 2005 was $472.7 million, an increase of $75.6 million, or
19%, from December 31, 2004. Accumulated other comprehensive income, which includes unrealized
gains and losses on securities available for sale and the unrealized gains and losses on
derivatives qualifying as cash flow hedges, is excluded in the calculation of regulatory capital
adequacy ratios. Excluding the decrease in the accumulated other comprehensive income,
stockholders equity increased $90.3 million, or 23%. Dividends of $10.9 million, or $.28 per
share, were declared on common stock in 2005, an increase of 17% per share from the amount declared
in 2004. The dividend payout ratios based on basic earnings per share for 2005 and 2004 were 19.05%
and 18.60%, respectively; and, excluding merger-related charges, were 19.05% and 18.32%,
respectively. United has historically retained earnings in order to provide capital for continued
growth and expansion. However, in recognition that cash dividends are an important component of
shareholder return, management has increased the payout ratio steadily to 19% and has targeted a
long-term payout ratio between 18 and 20% when earnings and capital levels permit.
In 2005, United completed a public offering of its common stock to raise additional capital to
support its balanced growth strategy. Through the offering, United issued 1,552,500 shares of its
common stock and raised $40.5 million in capital. In addition to the common stock offering, United
has a number of ongoing sources of equity capital to support its growth needs including a Dividend
Reinvestment and Stock Purchase Plan that allows existing shareholders to automatically reinvest
all or a portion of their dividends in Uniteds common stock or purchase additional shares directly
from United without commissions or fees.
The Board of Governors of the Federal Reserve System has issued guidelines for the
implementation of risk-based capital requirements by U.S. banks and bank holding companies. These
risk-based capital guidelines take into consideration risk factors, as
35
defined by regulators, associated with various categories of assets, both on and off balance sheet.
Under the guidelines, capital strength is measured in two tiers which are used in conjunction with
risk adjusted assets to determine the risk based capital ratios. The guidelines require an 8% Total
risk-based capital ratio, of which 4% must be Tier I capital.
Tier I capital consists of stockholders equity, excluding accumulated other comprehensive
income and intangible assets (goodwill and deposit-based intangibles), plus qualifying capital
securities. Uniteds Tier I capital totaled $410.5 million at December 31, 2005. Tier II capital
components include supplemental capital such as a qualifying allowance for loan losses and
qualifying subordinated debt. Tier I capital plus Tier II capital components is referred to as
Total Risk-based Capital and was $533.7 million at December 31, 2005. The ratios, as calculated
under the guidelines, were 8.88% and 11.54% for Tier I and Total risk-based capital, respectively,
at December 31, 2005.
United has outstanding junior subordinated debentures commonly referred to as Trust Preferred
Securities totaling $42.3 million at December 31, 2005. The Trust Preferred Securities qualify as
Tier I capital under risk-based capital guidelines provided that total Trust Preferred Securities
do not exceed certain quantitative limits. At December 31, 2005, all of Uniteds Trust Preferred
Securities qualified as Tier I capital. Further information on Uniteds Trust Preferred Securities
is provided in Note 11 to the Consolidated Financial Statements.
In 1996, United issued $3.5 million of convertible subordinated debentures due December 31,
2006 (the 2006 Debentures). The 2006 Debentures bear interest at the rate of 25 basis points over
the prime rate, as quoted in the Wall Street Journal, payable quarterly. The 2006 Debentures may be
redeemed, in whole or in part at the option of United with 60 days notice, at a redemption price
equal to 100% of the principal amount of the debentures to be redeemed plus accrued interest. The
holders of the 2006
Debentures have the right, exercisable at any time up to December 31, 2006, to convert such
debentures at the principal amount thereof into shares of Common Stock of United at the conversion
price of $8.33 per share. The debentures qualify as Tier II capital under risk-based capital
guidelines. At December 31, 2005, $3.1 million in convertible subordinated debentures remained
outstanding.
In 2002, United issued $31.5 million in 6.75% subordinated notes due November 26, 2012.
Proceeds from the issuance were used for general business purposes. The notes qualify as Tier II
capital under risk-based capital guidelines.
In 2003, United issued $35 million in subordinated step-up notes due September 30, 2015. The
subordinated notes qualify as Tier II capital under risk-based capital guidelines. The notes bear
interest at a fixed rate of 6.25% through September 30, 2010, and at a rate of 7.50% thereafter
until maturity or earlier redemption. The notes are callable at par on September 30, 2010, and
September 30 of each year thereafter until maturity. The proceeds were used for general corporate
purposes.
A minimum leverage ratio is required in addition to the risk-based capital standards and is
defined
as Tier I capital divided by quarterly average assets reduced by the amount of goodwill and
deposit-based intangibles. A minimum leverage ratio of 3% is required for the highest-rated bank
holding companies which are not undertaking significant expansion programs, but the Federal Reserve
Board requires a bank holding company to maintain a leverage ratio greater than 4% if it is
experiencing or anticipating significant growth or is operating with less diversified risks in the
opinion of the Federal Reserve Board. The Federal Reserve Board uses the leverage and risk-based
capital ratios to assess capital adequacy of banks and bank holding companies. Management believes
that Uniteds capital must be well above the minimum capital requirements to maintain its business
plan. Uniteds leverage ratio at December 31, 2005 was 7.26%.
United monitors these capital ratios to ensure that United and the Banks remain within
regulatory guidelines. Further information regarding the actual and required capital ratios of
United and the Banks is provided in Note 15 to the Consolidated Financial Statements.
Impact of Inflation and Changing Prices
A banks asset and liability structure is substantially different from that of a general
business corporation in that primarily all assets and liabilities of a bank are monetary in nature,
with relatively little investment in fixed assets or inventories. Inflation has an important impact
on the growth of total assets and the resulting need to increase equity capital at higher than
nominal rates in order to maintain an appropriate equity to assets ratio.
Uniteds management believes the impact of inflation on financial results depends on Uniteds
ability to react to changes in interest rates and, by such reaction, reduce the inflationary impact
on performance. United has an asset/liability management program
36
to monitor and manage Uniteds interest rate sensitivity position. In addition, periodic reviews of
banking services and products are conducted to adjust pricing in view of current and expected
costs.
Outlook
Management expects internally generated loan growth to continue between 10% to 14% through
2006. Earnings per share are expected to grow at a rate of 12% to 15%, although at the lower end of
the range due to the recent stock offering and expensing of stock options beginning in 2006. We
expect our net interest margin to decline slightly in the second half of the year to near the 4%
level due to expected competitive pressures in deposit pricing.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Interest Rate Sensitivity Management
The absolute level and volatility of interest rates can have a significant impact on Uniteds
profitability. The objective of interest rate risk management is to identify and manage the
sensitivity of net interest revenue to changing interest rates, in order to achieve Uniteds
overall financial goals. Based on economic conditions, asset quality and various other
considerations, management establishes tolerance ranges for interest rate sensitivity and manages
within these ranges.
Uniteds net interest revenue, and the fair value of its financial instruments, are influenced
by changes in the level of interest rates. United manages its exposure to fluctuations in interest
rates through policies established by the ALCO. The ALCO meets periodically and has responsibility
for approving asset/liability management policies, formulating and implementing strategies to
improve balance sheet positioning and/or earnings and reviewing Uniteds interest rate sensitivity.
One of the tools management utilizes to estimate the sensitivity of net interest revenue to
changes
in interest rates is an interest rate simulation model. Such estimates are based upon a number of
assumptions for each scenario, including the level of balance sheet growth, deposit repricing
characteristics and the rate of prepayments. The simulation model measures the potential change in
net interest revenue over a twelve-month period under six interest rate scenarios. The first
scenario assumes rates remain flat over the next twelve months and is the scenario that all others
are compared to in order to measure the change in net interest revenue. The second scenario is a
most likely scenario that projects the most likely change in rates over the next twelve months
based on the slope of the yield curve. United models ramp scenarios that assume gradual increases
and decreases of 200 basis points each over the next twelve months. United has a policy for net
interest revenue simulation based on rate movements of up 200 basis points ramp over twelve months
and down 200 basis points ramp over twelve months from the flat rate scenario. The policy limits
net interest revenue to a 10% decrease in either scenario. At December 31, 2005, Uniteds
simulation model indicated that a 200 basis point increase in rates over the next twelve months
would cause an approximate 2.0% increase in net interest revenue and a 200 basis point decrease in
rates over the next twelve months would cause an approximate 6.2% decrease in net interest revenue.
At December 31, 2004, Uniteds simulation model indicated that a 200 basis point increase in rates
over the next twelve months would cause an approximate 2.7% increase in net interest revenue and a
200 basis point decrease in rates over the next twelve months would cause an approximate 5.2%
decrease in net interest revenue.
Interest rate sensitivity is a function of the repricing characteristics of the portfolio of
assets and liabilities. These repricing characteristics are the time frames within which the
interest-earning assets and interest-bearing liabilities are subject to change in interest rates
either at replacement, repricing or maturity during the life of the instruments. Interest rate
sensitivity management focuses on the maturity structure of assets and liabilities and their
repricing characteristics during periods of changes in market interest rates. Effective interest
rate sensitivity management seeks to ensure that both assets and liabilities respond to changes in
interest rates within an acceptable timeframe, thereby minimizing the impact of interest rate
changes on net interest revenue. Interest rate sensitivity is measured as the difference between
the volumes of assets and liabilities in Uniteds current portfolio that are subject to repricing
at various time horizons: immediate; one to three months; four to twelve months; one to five years;
over five years, and on a cumulative basis. The differences are known as interest sensitivity gaps.
37
The following table shows interest sensitivity gaps for these different intervals.
Table 15 Interest Rate Gap Sensitivity
As of December 31, 2005
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Sensitivity Periods in Months |
|
|
|
Immediate |
|
|
1 to 3 |
|
|
4 to 12 |
|
|
13 to 60 |
|
|
Over 60 |
|
|
Total |
|
Interest earning assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest bearing deposits with banks |
|
$ |
20,607 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
20,607 |
|
Investment securities |
|
|
|
|
|
|
47,830 |
|
|
|
154,209 |
|
|
|
461,785 |
|
|
|
326,863 |
|
|
|
990,687 |
|
Mortgage loans held for sale |
|
|
|
|
|
|
22,335 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22,335 |
|
Loans |
|
|
2,811,859 |
|
|
|
194,177 |
|
|
|
729,515 |
|
|
|
628,671 |
|
|
|
34,064 |
|
|
|
4,398,286 |
|
Other interest-earning assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
38,803 |
|
|
|
38,803 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest-earning assets |
|
|
2,832,466 |
|
|
|
264,342 |
|
|
|
883,724 |
|
|
|
1,090,456 |
|
|
|
399,730 |
|
|
|
5,470,718 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest bearing liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Demand deposits |
|
|
1,264,947 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,264,947 |
|
Savings deposits |
|
|
175,453 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
175,453 |
|
Time deposits |
|
|
|
|
|
|
501,116 |
|
|
|
1,279,798 |
|
|
|
653,296 |
|
|
|
465 |
|
|
|
2,434,675 |
|
Fed funds purchased/repurchase
agreements |
|
|
122,881 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
122,881 |
|
FHLB advances |
|
|
450,116 |
|
|
|
34,000 |
|
|
|
25,500 |
|
|
|
97,000 |
|
|
|
29,000 |
|
|
|
635,616 |
|
Other borrowings |
|
|
|
|
|
|
3,100 |
|
|
|
5,155 |
|
|
|
|
|
|
|
103,614 |
|
|
|
111,869 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest-bearing liabilities |
|
|
2,013,397 |
|
|
|
538,216 |
|
|
|
1,310,453 |
|
|
|
750,296 |
|
|
|
133,079 |
|
|
|
4,745,441 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swaps, net |
|
|
339,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
339,000 |
|
Non-interest bearing sources of funds |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
602,525 |
|
|
|
602,525 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest sensitivity gap |
|
|
480,069 |
|
|
|
(273,874 |
) |
|
|
(426,729 |
) |
|
|
340,160 |
|
|
|
(335,874 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative sensitivity gap |
|
$ |
480,069 |
|
|
$ |
206,195 |
|
|
$ |
(220,534 |
) |
|
$ |
119,626 |
|
|
$ |
(216,248 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative gap percent(1) |
|
|
9 |
% |
|
|
4 |
% |
|
|
-4 |
% |
|
|
2 |
% |
|
|
-4 |
% |
|
|
|
|
|
|
|
(1) |
|
Cumulative interest rate sensitivity position as a percent of total interest-earning assets. |
As demonstrated in the preceding table, 81% of interest-bearing liabilities will reprice
within twelve months compared with 73% of interest-earning assets, however such changes may not be
proportionate with changes in market rates within each balance sheet category. In addition, United
may have some discretion in the extent and timing of deposit repricing depending upon the
competitive pressures in the markets in which it operates. Changes in the mix of earning assets or
supporting liabilities can either increase or decrease the net interest margin without affecting
interest rate sensitivity. The interest rate spread between an asset and its supporting liability
can vary significantly even when the timing of repricing for both the asset and the liability
remains the same, due to the two instruments repricing according to different indices.
Varying interest rate environments can create unexpected changes in prepayment levels of
assets and liabilities that are not reflected in the interest rate sensitivity gap analysis. These
prepayments may have significant impact on the net interest margin. Because of these limitations,
an interest sensitivity gap analysis alone generally does not provide an accurate assessment of
exposure to changes in interest rates.
The following table presents the contractual maturity of investment securities by maturity
date and average yields based on amortized cost (for all obligations on a fully taxable basis).
The composition and maturity/repricing distribution of the securities portfolio is subject to
change depending on rate sensitivity, capital and liquidity needs.
38
Table 16 Expected Maturity of Available for Sale Investment Securities
As of December 31, 2005
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maturity By Years |
|
|
|
1 or Less |
|
|
1 to 5 |
|
|
5 to 10 |
|
|
Over 10 |
|
|
Total |
|
U.S. Treasury |
|
$ |
2,000 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
2,000 |
|
U.S. Government agencies |
|
|
10,598 |
|
|
|
130,086 |
|
|
|
135,987 |
|
|
|
35,365 |
|
|
|
312,036 |
|
State and political subdivisions |
|
|
4,448 |
|
|
|
24,613 |
|
|
|
17,681 |
|
|
|
6,340 |
|
|
|
53,082 |
|
Other securities (1) |
|
|
1,434 |
|
|
|
35,238 |
|
|
|
82,470 |
|
|
|
504,427 |
|
|
|
623,569 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total securities available for sale |
|
$ |
18,480 |
|
|
$ |
189,937 |
|
|
$ |
236,138 |
|
|
$ |
546,132 |
|
|
$ |
990,687 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average yield (2) |
|
|
6.46 |
% |
|
|
4.52 |
% |
|
|
4.69 |
% |
|
|
4.77 |
% |
|
|
4.71 |
% |
|
|
|
(1) |
|
Includes mortgage-backed securities |
|
(2) |
|
Based on amortized cost, taxable equivalent basis |
In order to assist in achieving a desired level of interest rate sensitivity, United has
entered into off-balance sheet contracts that are considered derivative financial instruments
during 2005, 2004 and 2003. Derivative financial instruments can be a cost effective and capital
effective means of modifying the repricing characteristics of on-balance sheet assets and
liabilities. These contracts consist of interest rate swaps under which United pays a variable
rate and receives a fixed rate. The following table presents Uniteds interest rate swap contracts
outstanding.
Table 17 Interest Rate Swap Contracts
As of December 31, 2005
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notional |
|
|
Rate |
|
|
Rate |
|
|
Fair |
|
Type/Maturity |
|
Amount |
|
|
Received |
|
|
Paid (1) |
|
|
Value |
|
Cash Flow Contracts |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
April 3, 2006 |
|
$ |
25,000 |
|
|
|
6.00 |
|
|
|
7.25 |
|
|
$ |
(99 |
) |
September 30, 2006 |
|
|
10,000 |
|
|
|
7.04 |
|
|
|
7.25 |
|
|
|
(52 |
) |
October 12, 2006 |
|
|
15,000 |
|
|
|
6.94 |
|
|
|
7.25 |
|
|
|
(93 |
) |
December 4, 2006 |
|
|
15,000 |
|
|
|
5.85 |
|
|
|
7.25 |
|
|
|
(265 |
) |
December 17, 2006 |
|
|
30,000 |
|
|
|
5.99 |
|
|
|
7.25 |
|
|
|
(500 |
) |
December 31, 2006 |
|
|
25,000 |
|
|
|
7.59 |
|
|
|
7.25 |
|
|
|
(42 |
) |
January 3, 2007 (2) |
|
|
25,000 |
|
|
|
7.11 |
|
|
|
7.25 |
|
|
|
(161 |
) |
January 3, 2007 (2) |
|
|
25,000 |
|
|
|
7.63 |
|
|
|
7.25 |
|
|
|
(37 |
) |
January 18, 2007 |
|
|
25,000 |
|
|
|
6.51 |
|
|
|
7.25 |
|
|
|
(327 |
) |
March 21, 2007 |
|
|
25,000 |
|
|
|
7.00 |
|
|
|
7.25 |
|
|
|
(229 |
) |
April 19, 2007 |
|
|
15,000 |
|
|
|
5.85 |
|
|
|
7.25 |
|
|
|
(365 |
) |
May 13, 2007 |
|
|
25,000 |
|
|
|
6.47 |
|
|
|
7.25 |
|
|
|
(438 |
) |
May 14, 2007 |
|
|
15,000 |
|
|
|
6.47 |
|
|
|
7.25 |
|
|
|
(258 |
) |
May 14, 2007 |
|
|
10,000 |
|
|
|
6.47 |
|
|
|
7.25 |
|
|
|
(172 |
) |
October 23, 2007 |
|
|
54,000 |
|
|
|
6.08 |
|
|
|
7.25 |
|
|
|
(1,150 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Cash Flow Contracts |
|
$ |
339,000 |
|
|
|
6.57 |
|
|
|
7.25 |
|
|
$ |
(4,188 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Based on prime rate at December 31, 2005. |
|
(2) |
|
Forward starting swap contracts with a start date of January 3, 2006. |
Uniteds derivative financial instruments are classified as either cash flow or fair
value hedges. The change in fair value of cash flow hedges is recognized in other comprehensive
income. Fair value hedges recognize currently in earnings both the impact of change in the fair
value of the derivative financial instrument and the offsetting impact of the change in fair value
of the hedged asset or liability. At December 31, 2005, all derivatives were designated as cash
flow hedges of prime based loans.
39
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements of the registrant and report of independent registered
public accounting firm are included herein as follows:
40
MANAGEMENTS REPORT ON INTERNAL CONTROLS OVER FINANCIAL REPORTING
The management of United Community Banks, Inc. is responsible for establishing and maintaining
adequate internal control over financial reporting. Internal control over financial reporting is
defined in Rule 13a-15(f) promulgated under the Securities Exchange Act of 1934 as a process
designed by, or under the supervision of the companys principal executive and principal financial
officers and effected by the companys board of directors, management and other personnel, to
provide reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with accounting principles generally
accepted in the United States of America and includes those policies and procedures that:
|
|
|
Pertain to the maintenance of records that in reasonable detail accurately and fairly
reflect the transactions and dispositions of the assets of the company; |
|
|
|
|
Provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with accounting principles generally
accepted in the United States of America, and that receipts and expenditures of the company
are being made only in accordance with authorizations of management and directors of the
company; and |
|
|
|
|
Provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the companys assets that could have a material effect
on the financial statements. |
Because of its inherent limitations, internal control over financial reporting may not prevent or
detect misstatements. Projections of any evaluation of effectiveness to future periods are subject
to the risk that controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.
We assessed the effectiveness of the internal control over financial reporting as of December 31,
2005. In making this assessment, we used the criteria established in Internal Control Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Based on our assessment, we believe that as of December 31, 2005, United Community Banks, Inc.s
internal control over financial reporting is effective based on those criteria.
Our independent registered public accountants have issued an audit report on our assessment of the
companys internal control over financial reporting. This report appears on page 42.
|
|
|
/s/ Jimmy C. Tallent
|
|
/s/ Rex S. Schuette |
|
|
|
Jimmy C. Tallent
|
|
Rex S. Schuette |
President and Chief Executive Officer
|
|
Executive Vice President and |
|
|
Chief Financial Officer |
41
Porter Keadle Moore, LLP
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
United Community Banks, Inc.
Blairsville, Georgia
We have audited managements assessment, included in the accompanying Managements Report on
Internal Controls Over Financial Reporting, that United Community Banks, Inc. maintained effective
internal control over financial reporting as of December 31, 2005, based on criteria established in
Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO). United Community Banks, Inc.s management is responsible for
maintaining effective internal control over financial reporting and for its assessment of the
effectiveness of internal control over financial reporting. Our responsibility is to express an
opinion on managements assessment and an opinion on the effectiveness of the companys internal
control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control over financial reporting was
maintained in all material respects. Our audit included obtaining an understanding of internal
control over financial reporting, evaluating managements assessment, testing and evaluating the
design and operating effectiveness of internal control, and performing such other procedures as we
considered necessary in the circumstances. We believe that our audit provides a reasonable basis
for our opinion.
A companys internal control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with accounting principles generally accepted in the
United States of America. A companys internal control over financial reporting includes those
policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2)
provide reasonable assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with accounting principles generally accepted in the United
States of America, and that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the company; and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the companys assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or
detect misstatements. Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
Certified Public Accountants
Suite 1800 · 235 Peachtree Street NE · Atlanta, Georgia 30303 · Phone 404-588-4200 · Fax
404-588-4222 · www.pkm.com
42
In our opinion, managements assessment that United Community Banks, Inc. maintained effective
internal control over financial reporting as of December 31, 2005, is fairly stated, in all
material respects, based on criteria established in Internal Control Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Also in our
opinion, United Community Banks, Inc. maintained, in all material respects, effective internal
control over financial reporting as of December 31, 2005, based on criteria established in Internal
Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO).
We have also audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the consolidated financial statements of United Community Banks, Inc. and
our report dated February 27, 2006, expressed an unqualified opinion.
Atlanta, Georgia
February 27, 2006
Certified Public Accountants
Suite 1800 · 235 Peachtree Street NE · Atlanta, Georgia 30303 · Phone 404-588-4200 · Fax
404-588-4222 · www.pkm.com
43
Porter Keadle Moore,LLP
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
United Community Banks, Inc.
Blairsville, Georgia
We have audited the consolidated balance sheets of United Community Banks, Inc. and subsidiaries as
of December 31, 2005 and 2004, and the related consolidated statements of income, changes in
stockholders equity, and cash flows for each of the three years in the period ended December 31,
2005. These financial statements are the responsibility of the Companys management. Our
responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all
material respects, the financial position of United Community Banks, Inc. and subsidiaries as of
December 31, 2005 and 2004, and the results of their operations and their cash flows for each of
the three years in the period ended December 31, 2005, in conformity with accounting principles
generally accepted in the United States of America.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the effectiveness of United Community Banks, Inc. and subsidiaries internal
control over financial reporting as of December 31, 2005, based on criteria established in Internal
Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO) and our report dated February 27, 2006 expressed an unqualified opinion on
managements assessment of the effectiveness of United Community Banks, Inc.s internal control
over financial reporting and an unqualified opinion on the effectiveness of United Community Banks,
Inc.s internal control over financial reporting.
Atlanta, Georgia
February 27, 2006
Certified Public Accountants
Suite 1800 · 235 Peachtree Street NE · Atlanta, Georgia 30303 · Phone 404-588-4200 · Fax
404-588-4222 · www.pkm.com
44
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Consolidated Statement of Income
For the Years Ended December 31, 2005, 2004 and 2003
(in thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2004 |
|
|
2003 |
|
Interest revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
Loans, including fees |
|
$ |
293,990 |
|
|
$ |
207,571 |
|
|
$ |
180,035 |
|
Investment securities: |
|
|
|
|
|
|
|
|
|
|
|
|
Taxable |
|
|
40,195 |
|
|
|
27,431 |
|
|
|
23,944 |
|
Tax exempt |
|
|
2,086 |
|
|
|
2,161 |
|
|
|
2,819 |
|
Federal funds sold and deposits in banks |
|
|
911 |
|
|
|
618 |
|
|
|
391 |
|
|
|
|
|
|
|
|
|
|
|
Total interest revenue |
|
|
337,182 |
|
|
|
237,781 |
|
|
|
207,189 |
|
|
|
|
|
|
|
|
|
|
|
Interest expense: |
|
|
|
|
|
|
|
|
|
|
|
|
Deposits: |
|
|
|
|
|
|
|
|
|
|
|
|
Demand |
|
|
19,194 |
|
|
|
8,554 |
|
|
|
7,831 |
|
Savings |
|
|
791 |
|
|
|
403 |
|
|
|
369 |
|
Time |
|
|
66,968 |
|
|
|
41,202 |
|
|
|
39,752 |
|
|
|
|
|
|
|
|
|
|
|
Total deposit interest expense |
|
|
86,953 |
|
|
|
50,159 |
|
|
|
47,952 |
|
Federal funds purchased, repurchase agreements and other short-term borrowings |
|
|
5,304 |
|
|
|
2,119 |
|
|
|
743 |
|
Federal Home Loan Bank advances |
|
|
26,633 |
|
|
|
14,237 |
|
|
|
15,271 |
|
Long-term debt |
|
|
8,536 |
|
|
|
8,279 |
|
|
|
6,634 |
|
|
|
|
|
|
|
|
|
|
|
Total interest expense |
|
|
127,426 |
|
|
|
74,794 |
|
|
|
70,600 |
|
|
|
|
|
|
|
|
|
|
|
Net interest revenue |
|
|
209,756 |
|
|
|
162,987 |
|
|
|
136,589 |
|
Provision for loan losses |
|
|
12,100 |
|
|
|
7,600 |
|
|
|
6,300 |
|
|
|
|
|
|
|
|
|
|
|
Net interest revenue after provision for loan losses |
|
|
197,656 |
|
|
|
155,387 |
|
|
|
130,289 |
|
|
|
|
|
|
|
|
|
|
|
Fee revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
Service charges and fees |
|
|
25,137 |
|
|
|
21,540 |
|
|
|
18,288 |
|
Mortgage loan and other related fees |
|
|
7,330 |
|
|
|
6,324 |
|
|
|
10,515 |
|
Consulting fees |
|
|
6,609 |
|
|
|
5,749 |
|
|
|
4,399 |
|
Brokerage fees |
|
|
2,570 |
|
|
|
2,027 |
|
|
|
1,921 |
|
Securities (losses) gains, net |
|
|
(809 |
) |
|
|
428 |
|
|
|
497 |
|
Loss on prepayments of borrowings |
|
|
|
|
|
|
(391 |
) |
|
|
(787 |
) |
Other |
|
|
5,311 |
|
|
|
3,862 |
|
|
|
3,351 |
|
|
|
|
|
|
|
|
|
|
|
Total fee revenue |
|
|
46,148 |
|
|
|
39,539 |
|
|
|
38,184 |
|
|
|
|
|
|
|
|
|
|
|
Total revenue |
|
|
243,804 |
|
|
|
194,926 |
|
|
|
168,473 |
|
|
|
|
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
Salaries and employee benefits |
|
|
99,447 |
|
|
|
77,995 |
|
|
|
68,044 |
|
Communications and equipment |
|
|
13,157 |
|
|
|
10,945 |
|
|
|
8,601 |
|
Occupancy |
|
|
10,835 |
|
|
|
9,271 |
|
|
|
8,783 |
|
Advertising and public relations |
|
|
6,733 |
|
|
|
4,403 |
|
|
|
3,068 |
|
Postage, printing, and supplies |
|
|
5,501 |
|
|
|
4,451 |
|
|
|
4,439 |
|
Professional fees |
|
|
4,306 |
|
|
|
3,724 |
|
|
|
3,910 |
|
Amortization of intangibles |
|
|
2,012 |
|
|
|
1,674 |
|
|
|
1,065 |
|
Merger-related charges |
|
|
|
|
|
|
870 |
|
|
|
2,088 |
|
Other |
|
|
13,410 |
|
|
|
10,105 |
|
|
|
9,990 |
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
|
155,401 |
|
|
|
123,438 |
|
|
|
109,988 |
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
|
88,403 |
|
|
|
71,488 |
|
|
|
58,485 |
|
Income taxes |
|
|
31,661 |
|
|
|
24,897 |
|
|
|
20,367 |
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
56,742 |
|
|
$ |
46,591 |
|
|
$ |
38,118 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income available to common stockholders |
|
$ |
56,719 |
|
|
$ |
46,582 |
|
|
$ |
38,052 |
|
|
|
|
|
|
|
|
|
|
|
Earnings per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
1.47 |
|
|
$ |
1.29 |
|
|
$ |
1.11 |
|
Diluted |
|
|
1.43 |
|
|
|
1.25 |
|
|
|
1.08 |
|
Weighted average common shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
38,477 |
|
|
|
36,071 |
|
|
|
34,132 |
|
Diluted |
|
|
39,721 |
|
|
|
37,273 |
|
|
|
35,252 |
|
See accompanying notes to consolidated financial statements
45
UNITED COMMUNITY BANKS , INC. AND SUBSIDIARIES
Consolidated Balance Sheet
As of December 31, 2005 and 2004
(in thousands, except share data)
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2004 |
|
Assets |
Cash and due from banks |
|
$ |
121,963 |
|
|
$ |
99,742 |
|
Interest-bearing deposits in banks |
|
|
20,607 |
|
|
|
35,098 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
|
142,570 |
|
|
|
134,840 |
|
|
|
|
|
|
|
|
|
|
Securities available for sale |
|
|
990,687 |
|
|
|
879,978 |
|
Mortgage loans held for sale |
|
|
22,335 |
|
|
|
37,094 |
|
Loans, net of allowance of $53,595 and $47,196 |
|
|
4,344,691 |
|
|
|
3,687,709 |
|
Premises and equipment, net |
|
|
112,887 |
|
|
|
103,679 |
|
Accrued interest receivable |
|
|
37,197 |
|
|
|
27,923 |
|
Goodwill and other intangible assets |
|
|
118,651 |
|
|
|
121,207 |
|
Other assets |
|
|
96,738 |
|
|
|
95,272 |
|
|
|
|
|
|
|
|
Total assets |
|
$ |
5,865,756 |
|
|
$ |
5,087,702 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders Equity |
|
|
|
|
|
|
|
|
|
Liabilities : |
|
|
|
|
|
|
|
|
Deposits: |
|
|
|
|
|
|
|
|
Demand |
|
$ |
602,525 |
|
|
$ |
532,879 |
|
Interest-bearing demand |
|
|
1,264,947 |
|
|
|
1,055,192 |
|
Savings |
|
|
175,453 |
|
|
|
171,898 |
|
Time |
|
|
2,434,675 |
|
|
|
1,920,547 |
|
|
|
|
|
|
|
|
Total deposits |
|
|
4,477,600 |
|
|
|
3,680,516 |
|
|
|
|
|
|
|
|
|
|
Federal funds purchased, repurchase agreements and other short-term borrowings |
|
|
122,881 |
|
|
|
132,931 |
|
Federal Home Loan Bank advances |
|
|
635,616 |
|
|
|
737,947 |
|
Long-term debt |
|
|
111,869 |
|
|
|
111,869 |
|
Accrued expenses and other liabilities |
|
|
45,104 |
|
|
|
27,351 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
5,393,070 |
|
|
|
4,690,614 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders equity: |
|
|
|
|
|
|
|
|
Preferred stock, $1 par value; $10 stated value; 10,000,000 shares authorized;
32,200 and 44,800 shares issued and outstanding in 2005 and 2004, respectively |
|
|
322 |
|
|
|
448 |
|
Common stock, $1 par value; 100,000,000 shares authorized;
40,019,853 and 38,407,874 shares issued in 2005 and 2004, respectively |
|
|
40,020 |
|
|
|
38,408 |
|
Common stock issuable; 9,948 shares in 2005 |
|
|
271 |
|
|
|
|
|
Capital surplus |
|
|
193,355 |
|
|
|
155,076 |
|
Retained earnings |
|
|
250,563 |
|
|
|
204,709 |
|
Treasury stock, 240,346 shares in 2004, at cost |
|
|
|
|
|
|
(4,413 |
) |
Accumulated other comprehensive (loss) income |
|
|
(11,845 |
) |
|
|
2,860 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total stockholders equity |
|
|
472,686 |
|
|
|
397,088 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity |
|
$ |
5,865,756 |
|
|
$ |
5,087,702 |
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements
46
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Consolidated Statement of Changes in Stockholders Equity
For the Years Ended December 31, 2005, 2004 and 2003
(in thousands, except share and per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other |
|
|
|
|
|
|
Preferred |
|
|
Common |
|
|
Stock |
|
|
Capital |
|
|
Retained |
|
|
Treasury |
|
|
Comprehensive |
|
|
|
|
|
|
Stock |
|
|
Stock |
|
|
Issuable |
|
|
Surplus |
|
|
Earnings |
|
|
Stock |
|
|
Income (Loss) |
|
|
Total |
|
Balance, December 31, 2002 |
|
$ |
1,726 |
|
|
$ |
32,709 |
|
|
$ |
|
|
|
$ |
51,592 |
|
|
$ |
135,709 |
|
|
$ |
(11,432 |
) |
|
$ |
11,275 |
|
|
$ |
221,579 |
|
Comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
38,118 |
|
|
|
|
|
|
|
|
|
|
|
38,118 |
|
Other comprehensive loss: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized holding losses on securities
available for sale (net of deferred tax benefit
of $1,541) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,231 |
) |
|
|
(2,231 |
) |
Reclassification adjustment for gains on
securities available for sale included in fee
revenue (net of tax expense of $174) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(323 |
) |
|
|
(323 |
) |
Unrealized losses on derivative financial
instruments qualifying as cash flow hedges (net
of deferred tax benefit of $857) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,332 |
) |
|
|
(1,332 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
38,118 |
|
|
|
|
|
|
|
(3,886 |
) |
|
|
34,232 |
|
Cash dividends declared on common stock ($.20 per
share) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6,874 |
) |
|
|
|
|
|
|
|
|
|
|
(6,874 |
) |
Common stock issued for acquisition (2,997,687 shares) |
|
|
|
|
|
|
2,998 |
|
|
|
|
|
|
|
46,893 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
49,891 |
|
Exercise of stock options, net of shares exchanged
(726,032 shares) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,503 |
) |
|
|
|
|
|
|
9,825 |
|
|
|
|
|
|
|
6,322 |
|
Treasury stock purchased (377,579 shares) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6,237 |
) |
|
|
|
|
|
|
(6,237 |
) |
Conversion of debt (48,000 shares) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(324 |
) |
|
|
|
|
|
|
724 |
|
|
|
|
|
|
|
400 |
|
Tax benefit from options exercised |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,293 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,293 |
|
Retirement of preferred stock (116,700 shares) |
|
|
(1,167 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,167 |
) |
Cash dividends declared on preferred stock ($.60 per
share) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(66 |
) |
|
|
|
|
|
|
|
|
|
|
(66 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2003 |
|
|
559 |
|
|
|
35,707 |
|
|
|
|
|
|
|
95,951 |
|
|
|
166,887 |
|
|
|
(7,120 |
) |
|
|
7,389 |
|
|
|
299,373 |
|
Comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
46,591 |
|
|
|
|
|
|
|
|
|
|
|
46,591 |
|
Other comprehensive loss: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized holding losses on securities
available for sale (net of deferred tax benefit
of $1,006) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,364 |
) |
|
|
(2,364 |
) |
Reclassification adjustment for gains on
securities available for sale included in fee
revenue (net of tax expense of $166) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(262 |
) |
|
|
(262 |
) |
Unrealized losses on derivative financial
instruments qualifying as cash flow hedges (net
of deferred tax benefit of $1,063) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,903 |
) |
|
|
(1,903 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
46,591 |
|
|
|
|
|
|
|
(4,529 |
) |
|
|
42,062 |
|
Cash dividends declared on common stock ($.24 per
share) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(8,760 |
) |
|
|
|
|
|
|
|
|
|
|
(8,760 |
) |
Common stock issued for acquisition (2,701,747 shares) |
|
|
|
|
|
|
2,702 |
|
|
|
|
|
|
|
60,707 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
63,409 |
|
Redemption of fractional shares (446 shares) |
|
|
|
|
|
|
(1 |
) |
|
|
|
|
|
|
(10 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11 |
) |
Exercise of stock options, net of shares exchanged
(177,179 shares) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,448 |
) |
|
|
|
|
|
|
2,707 |
|
|
|
|
|
|
|
1,259 |
|
Amortization of restricted stock awards |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
68 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
68 |
|
Tax benefit from options exercised |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(192 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(192 |
) |
Retirement of preferred stock (11,100 shares) |
|
|
(111 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(111 |
) |
Cash dividends declared on preferred stock ($.60 per
share) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(9 |
) |
|
|
|
|
|
|
|
|
|
|
(9 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2004 |
|
|
448 |
|
|
|
38,408 |
|
|
|
|
|
|
|
155,076 |
|
|
|
204,709 |
|
|
|
(4,413 |
) |
|
|
2,860 |
|
|
|
397,088 |
|
Comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
56,742 |
|
|
|
|
|
|
|
|
|
|
|
56,742 |
|
Other comprehensive loss: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized holding losses on available for sale
securities (net of deferred tax benefit of $
7,706) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13,043 |
) |
|
|
(13,043 |
) |
Reclassification adjustment for losses on
securities available for sale included in fee
revenue (net of tax benefit of $315) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
494 |
|
|
|
494 |
|
Unrealized losses on derivative financial
instruments qualifying as cash flow hedges (net
of deferred tax benefit of $1,373) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,156 |
) |
|
|
(2,156 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
56,742 |
|
|
|
|
|
|
|
(14,705 |
) |
|
|
42,037 |
|
Retirement of preferred stock (12,600 shares) |
|
|
(126 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(126 |
) |
Cash dividends declared on common stock ($.28 per
share) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10,865 |
) |
|
|
|
|
|
|
|
|
|
|
(10,865 |
) |
Common stock issued in secondary offering (1,552,500
shares) |
|
|
|
|
|
|
1,553 |
|
|
|
|
|
|
|
38,945 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40,498 |
|
Exercise of stock options, net of shares exchanged
(254,304 shares) |
|
|
|
|
|
|
46 |
|
|
|
|
|
|
|
(1,833 |
) |
|
|
|
|
|
|
3,612 |
|
|
|
|
|
|
|
1,825 |
|
Common stock issued to Dividend Reinvestment Plan and
Employee benefit plans (40,709 shares) |
|
|
|
|
|
|
13 |
|
|
|
|
|
|
|
393 |
|
|
|
|
|
|
|
737 |
|
|
|
|
|
|
|
1,143 |
|
Amortization of restricted stock awards |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
595 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
595 |
|
Vesting of restricted stock awards (4,812 shares) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(64 |
) |
|
|
|
|
|
|
64 |
|
|
|
|
|
|
|
|
|
Deferred compensation plan, net, including dividend
equivalents |
|
|
|
|
|
|
|
|
|
|
271 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
271 |
|
Tax benefit from options exercised |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
243 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
243 |
|
Cash dividends declared on preferred stock ($.60 per
share) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(23 |
) |
|
|
|
|
|
|
|
|
|
|
(23 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2005 |
|
$ |
322 |
|
|
$ |
40,020 |
|
|
$ |
271 |
|
|
$ |
193,355 |
|
|
$ |
250,563 |
|
|
$ |
|
|
|
$ |
(11,845 |
) |
|
$ |
472,686 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements
47
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Consolidated Statement of Cash Flows
For the Years Ended December 31, 2005, 2004 and 2003
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2004 |
|
|
2003 |
|
Operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
56,742 |
|
|
$ |
46,591 |
|
|
$ |
38,118 |
|
Adjustments to reconcile net income to net cash provided
by operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation, amortization and accretion |
|
|
15,804 |
|
|
|
15,361 |
|
|
|
14,570 |
|
Provision for loan losses |
|
|
12,100 |
|
|
|
7,600 |
|
|
|
6,300 |
|
Deferred income tax benefit |
|
|
(3,064 |
) |
|
|
(1,048 |
) |
|
|
(1,046 |
) |
Securities losses (gains), net |
|
|
809 |
|
|
|
(428 |
) |
|
|
(497 |
) |
Gain on sale of other assets |
|
|
(715 |
) |
|
|
(87 |
) |
|
|
|
|
Change in assets and liabilities, net of effects of business combinations: |
|
|
|
|
|
|
|
|
|
|
|
|
Other assets and accrued interest receivable |
|
|
(9,851 |
) |
|
|
(9,930 |
) |
|
|
(9,751 |
) |
Accrued expenses and other liabilities |
|
|
17,761 |
|
|
|
2,286 |
|
|
|
8,578 |
|
Mortgage loans held for sale |
|
|
14,759 |
|
|
|
(26,338 |
) |
|
|
17,739 |
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
104,345 |
|
|
|
34,007 |
|
|
|
74,011 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing activities, net of effects of business combinations: |
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from sales of securities available for sale |
|
|
19,392 |
|
|
|
77,439 |
|
|
|
50,493 |
|
Proceeds from maturities and calls of securities available for sale |
|
|
237,149 |
|
|
|
348,518 |
|
|
|
267,330 |
|
Purchases of securities available for sale |
|
|
(382,751 |
) |
|
|
(612,688 |
) |
|
|
(387,037 |
) |
Net increase in loans |
|
|
(673,473 |
) |
|
|
(425,569 |
) |
|
|
(318,836 |
) |
Purchases of premises and equipment |
|
|
(17,431 |
) |
|
|
(15,144 |
) |
|
|
(14,382 |
) |
Net cash received from business combinations |
|
|
|
|
|
|
8,863 |
|
|
|
83,109 |
|
Proceeds from sales of other real estate |
|
|
3,108 |
|
|
|
4,033 |
|
|
|
1,523 |
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities |
|
|
(814,006 |
) |
|
|
(614,548 |
) |
|
|
(317,800 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing activities, net of effects of business combinations: |
|
|
|
|
|
|
|
|
|
|
|
|
Net change in deposits |
|
|
797,084 |
|
|
|
408,100 |
|
|
|
7,957 |
|
Net change in federal funds purchased, repurchase agreements
and other short-term borrowings |
|
|
(10,050 |
) |
|
|
59,335 |
|
|
|
122,889 |
|
Proceeds from FHLB advances |
|
|
1,668,600 |
|
|
|
957,600 |
|
|
|
787,600 |
|
Repayments of FHLB advances |
|
|
(1,770,700 |
) |
|
|
(862,614 |
) |
|
|
(648,116 |
) |
Proceeds from issuance of subordinated debt |
|
|
|
|
|
|
|
|
|
|
35,000 |
|
Proceeds from issuance of common stock |
|
|
41,641 |
|
|
|
|
|
|
|
|
|
Proceeds from exercise of stock options |
|
|
1,825 |
|
|
|
1,259 |
|
|
|
6,322 |
|
Retirement of preferred stock |
|
|
(126 |
) |
|
|
(111 |
) |
|
|
(1,167 |
) |
Purchase of treasury stock |
|
|
|
|
|
|
|
|
|
|
(6,237 |
) |
Cash dividends on common stock |
|
|
(10,860 |
) |
|
|
(8,372 |
) |
|
|
(6,545 |
) |
Cash dividends on preferred stock |
|
|
(23 |
) |
|
|
(9 |
) |
|
|
(66 |
) |
|
|
|
|
|
|
|
|
|
|
Net cash provided by financing activities |
|
|
717,391 |
|
|
|
555,188 |
|
|
|
297,637 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in cash and cash equivalents |
|
|
7,730 |
|
|
|
(25,353 |
) |
|
|
53,848 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at beginning of year |
|
|
134,840 |
|
|
|
160,193 |
|
|
|
106,345 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of year |
|
$ |
142,570 |
|
|
$ |
134,840 |
|
|
$ |
160,193 |
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements
48
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(1) |
|
Summary of Significant Accounting Policies |
|
|
|
The accounting principles followed by United Community Banks, Inc. (United) and its
subsidiaries and the methods of applying these principles conform with accounting principles
generally accepted in the United States of America (GAAP) and with general practices within
the banking industry. The following is a description of the more significant of those policies. |
|
|
|
Organization and Basis of Presentation |
|
|
|
United is a multi-bank holding company whose business is conducted by its wholly-owned bank
subsidiaries. United is subject to regulation under the Bank Holding Company Act of 1956. The
consolidated financial statements include the accounts of United Community Banks, Inc. and its
wholly-owned commercial bank subsidiaries in Georgia, North Carolina and Tennessee
(collectively, the Banks), and Brintech, Inc., a financial services consulting subsidiary
based in Florida. All significant intercompany accounts and transactions have been eliminated
in consolidation. |
|
|
|
The Banks are commercial banks that serve markets throughout north Georgia, coastal Georgia,
metropolitan Atlanta, western North Carolina and east Tennessee and provide a full range of
banking services. The Banks are insured and subject to the regulation of the Federal Deposit
Insurance Corporation (FDIC) and are also subject to the regulation of state regulatory
authorities. |
|
|
|
In preparing the financial statements, management is required to make estimates and assumptions
that affect the reported amounts of assets and liabilities as of the dates of the balance sheet
and revenue and expenses for the years then ended. Actual results could differ significantly
from those estimates. Material estimates that are particularly susceptible to significant
change are the determination of the allowance for loan losses, the valuation of real estate
acquired in connection with foreclosures or in satisfaction of loans and the valuation of
goodwill and separately identifiable intangible assets associated with mergers and
acquisitions. |
|
|
|
Operating Segments |
|
|
|
Operating segments are components of a business about which separate financial information is
available and evaluated regularly by the chief operating decision maker in deciding how to
allocate resources and assessing performance. Public companies are required to report certain
financial information about operating segments in interim and annual financial statements.
Although Uniteds operations are divided among 24 community banks, those banks have similar
economic characteristics and are therefore aggregated into one operating segment for purposes
of segment reporting. Because United has only one operating segment, segment information is
not provided separate from the Consolidated Financial Statements. |
|
|
|
Cash and Cash Equivalents |
|
|
|
Cash equivalents include amounts due from banks, interest-bearing deposits in banks, and
federal funds sold. Federal funds are generally sold for one-day periods and interest-bearing
deposits in banks mature within a period less than 90 days. |
|
|
|
Investment Securities |
|
|
|
United classifies its securities in one of three categories: held to maturity, available for
sale, or trading. Trading securities are bought and held principally for the purpose of selling
them in the near term. Held to maturity securities are those securities for which United has
the ability and intent to hold until maturity. All other securities are classified as available
for sale. At December 31, 2005 and 2004, all securities were classified as available for sale. |
|
|
|
Held to maturity securities are recorded at cost, adjusted for the amortization or accretion of
premiums or discounts. Available for sale securities are recorded at fair value. Unrealized
holding gains and losses, net of the related tax effect, on available for sale securities are
excluded from net income and are reported in other comprehensive income as a separate component
of stockholders equity until realized. Transfers of securities between categories are recorded
at fair value at the date of transfer. Unrealized holding gains or losses associated with
transfers of securities from held to maturity to available for sale are recorded as a separate
component of stockholders equity. These unrealized holding gains or losses are amortized into
income over the remaining life of the security as an adjustment to the yield in a manner
consistent with the amortization or accretion of the original purchase premium or discount on
the associated security. |
49
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements, continued
(1) |
|
Summary of Significant Accounting Policies, continued |
|
|
|
Investment Securities, continued |
|
|
|
A decline in the fair value of available for sale and held to maturity securities below cost
that is deemed other than temporary is charged to earnings and establishes a new cost basis for
the security. Premiums and discounts are amortized or accreted over the life of the related
security as an adjustment to the yield. Realized gains and losses for securities classified as
available for sale and held to maturity are included in net income and derived using the
specific identification method for determining the cost of the securities sold. |
|
|
|
Federal Home Loan Bank (FHLB) stock is included in other assets at its original cost basis,
as cost approximates fair value and there is no ready market for such investments. |
|
|
|
Mortgage Loans Held for Sale |
|
|
|
Mortgage loans held for sale are carried at the lower of aggregate cost or market value. The
amount by which cost exceeds market value is accounted for as a valuation allowance. Changes in
the valuation allowance are included in the determination of net income for the period in which
the change occurs. No market valuation allowances were required at December 31, 2005 or 2004
since most loans are pre-sold before they are funded, and those loans not presold have market
values that approximated the recorded basis. |
|
|
|
Loans and Allowance for Loan Losses |
|
|
|
All loans are stated at principal amount outstanding, net of any unearned revenue. Interest on
loans is primarily calculated by using the simple interest method on daily balances of the
principal amount outstanding. |
|
|
|
The accrual of interest is discontinued when a loan becomes 90 days past due and is not both
well collateralized and in the process of collection, or when management believes, after
considering economic and business conditions and collection efforts, that the principal or
interest will not be collectible in the normal course of business. When a loan is placed on
nonaccrual status, previously accrued and uncollected interest is charged against interest
revenue on loans. Generally, interest income is recognized on a cash basis on nonaccrual loans. |
|
|
|
A loan is considered impaired when, based on current information and events, it is probable
that all amounts due, according to the contractual terms of the loan, will not be collected.
Impaired loans are measured based on the present value of expected future cash flows,
discounted at the loans effective interest rate, or at the loans observable market price, or
the fair value of the collateral if the loan is collateral dependent. Interest revenue on
impaired loans is recognized using the cash-basis method of accounting during the time the
loans are impaired. |
|
|
|
The allowance for loan losses is established through a provision for loan losses charged to
income. Loans are charged against the allowance for loan losses when available information
confirms that the collectibility of the principal is unlikely. The allowance represents an
amount, which, in managements judgment, is adequate to absorb probable losses on existing
loans as of the date of the balance sheet. |
|
|
|
The allowance is composed of general reserves and specific reserves. General reserves are
determined by applying loss percentages to the portfolio that are based on historical loss
experience and managements evaluation and risk grading of the commercial loan portfolio.
Additionally, the general economic and business conditions affecting key lending areas, credit
quality trends, collateral values, loan volumes and concentrations, seasoning of the loan
portfolio, the findings of internal credit reviews and results from external bank regulatory
examinations are included in this evaluation. The need for specific reserves is evaluated on
commercial loans that are classified in the Watch, Substandard or Doubtful risk grades, when
necessary. The specific reserves are determined on a loan-by-loan basis based on managements
evaluation of Uniteds exposure for each credit, given the current payment status of the loan
and the value of any underlying collateral. Loans for which specific reserves are provided are
excluded from the calculation of general reserves. |
|
|
|
Management prepares a quarterly analysis of the allowance for loan losses and material
deficiencies are adjusted by increasing the provision for loan losses. Management has an
internal loan review department that is independent of the lending function to challenge and
corroborate the loan grading system and provide additional analysis in determining the adequacy
of the allowance for loan losses. Management also outsources loan review on a rotating basis
to ensure objectivity in the loan review process. |
50
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements, continued
(1) |
|
Summary of Significant Accounting Policies, continued |
|
|
|
Loans and Allowance for Loan Losses, continued |
|
|
|
Management believes the allowance for loan losses is adequate at December 31, 2005. While
management uses available information to recognize losses on loans, future additions to the
allowance may be necessary based on changes in economic conditions. In addition, various
regulatory agencies, as an integral part of their examination process, periodically review
Uniteds allowance for loan losses. Such agencies may require United to recognize additions or
deductions to the allowance based on their judgment and information available to them at the
time of their examination. |
|
|
|
Premises and Equipment |
|
|
|
Premises and equipment are stated at cost less accumulated depreciation. Depreciation is
computed primarily using the straight-line method over the estimated useful lives of the
related assets. Costs incurred for maintenance and repairs are expensed as incurred. The range
of estimated useful lives for buildings and improvements is 15 to 40 years, for land
improvements, 10 to 35 years, and for furniture and equipment, 3 to 10 years. |
|
|
|
Goodwill and Other Intangible Assets |
|
|
|
Goodwill represents the excess of the purchase price over the fair value of the net
identifiable assets acquired in a business combination. Goodwill and other intangible assets
deemed to have an indefinite useful life are not amortized but instead are subject to an annual
review for impairment. |
|
|
|
Also in connection with business combinations involving banks and branch locations, United
generally records core deposit intangibles representing the value of the acquired core deposit
base. Core deposit intangibles are amortized over the estimated useful life of the deposit
base, generally on a straight-line basis not exceeding 15 years. The remaining useful lives of
core deposit intangibles are evaluated periodically to determine whether events and
circumstances warrant a revision to the remaining period of amortization. |
|
|
|
Income Taxes |
|
|
|
Deferred tax assets and liabilities are recorded for the future tax consequences attributable
to differences between the financial statement carrying amounts of existing assets and
liabilities and their respective tax bases. Future tax benefits are recognized to the
extent that realization of such benefits is more likely than not. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable income in
the years in which the assets and liabilities are expected to be recovered or settled. The
effect of a change in tax rates on deferred tax assets and liabilities is recognized in
income taxes during the period that includes the enactment date. |
|
|
|
In the event the future tax consequences of differences between the financial reporting
bases and the tax bases of Uniteds assets and liabilities results in deferred tax assets,
an evaluation of the probability of being able to realize the future benefits indicated by
such asset is required. A valuation allowance is provided for the portion of the deferred
tax asset when it is more likely than not that some or all of the deferred tax asset will
not be realized. In assessing the realizability of the deferred tax assets, management
considers the scheduled reversals of deferred tax liabilities, projected future taxable
earnings and tax planning strategies. |
51
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements, continued
(1) |
|
Summary of Significant Accounting Policies, continued |
|
|
|
Stock-Based Compensation |
|
|
|
Uniteds stock-based compensation plans are accounted for based on the intrinsic value method
set forth in Accounting Principles Board (APB) Opinion 25, Accounting for Stock
Issued to Employees, and related interpretations. Compensation expense for employee stock
options is not recognized if the exercise price of the option equals or exceeds the fair value
of the stock on the date of grant. Compensation expense for restricted share awards is ratably
recognized over the period of service, usually the restricted period, based on the fair value
of the stock on the date of grant. The following table illustrates the effect on net income
available to common stockholders and earnings per share if United had applied the fair value
recognition provisions of Statement of Financial Accounting Standards (SFAS) No. 123,
Accounting for Stock-Based Compensation, to stock-based compensation (in thousands, except per
share data): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2004 |
|
|
2003 |
|
Net income available to common stockholders: |
|
|
|
|
|
|
|
|
|
|
|
|
As reported |
|
$ |
56,719 |
|
|
$ |
46,582 |
|
|
$ |
38,052 |
|
Pro forma |
|
|
55,129 |
|
|
|
45,843 |
|
|
|
37,594 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
As reported |
|
|
1.47 |
|
|
|
1.29 |
|
|
|
1.11 |
|
Pro forma |
|
|
1.43 |
|
|
|
1.27 |
|
|
|
1.10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
As reported |
|
|
1.43 |
|
|
|
1.25 |
|
|
|
1.08 |
|
Pro forma |
|
|
1.39 |
|
|
|
1.23 |
|
|
|
1.07 |
|
|
|
The weighted average fair value of options at grant date in 2005, 2004, and 2003 was $5.75,
$5.94 and $3.47, respectively. |
|
|
|
The fair value of options granted in 2005 was estimated on the date of grant using the
Black-Scholes model with the following assumptions: dividend yield of 1%; a risk free interest
rate ranging from 3.82% to 4.47%; expected volatility of 20%; and, an expected life of 6.25
years. The fair value of options granted in 2004 was estimated on the date of grant using the
Black-Scholes model with the following assumptions: dividend yield of 1%; a risk free interest
rate of 3.61% to 4.57%; expected volatility of 15%; and, an expected life of 7 years. The fair
value of options granted in 2003 was estimated on the date of grant using the Black-Scholes
model with the following assumptions: dividend yield of 1%; a risk free interest rate of 3.48%;
expected volatility of 15%; and, an expected life of 7 years. Since Uniteds Nasdaq trading
history dates back only to March 18, 2002, United used the Nasdaq Bank Index to determine
volatility in years 2004 and 2003. Beginning in 2005, United began using its own trading
history to determine volatility. The compensation expense included in the proforma results was
determined based on the fair value at the time of grant multiplied by the number of options
vested during the period, net of deferred tax benefit. |
|
|
|
Derivative Instruments and Hedging Activities |
|
|
|
Uniteds interest rate risk management strategy incorporates the use of derivative instruments
to minimize fluctuations in net income that are caused by interest rate volatility. Uniteds
goal is to manage interest rate sensitivity by modifying the repricing or maturity
characteristics of certain balance sheet assets and liabilities so that the net interest margin
is not, on a material basis, adversely affected by movements in interest rates. United views
this strategy as a prudent management of interest rate sensitivity, such that net income is not
exposed to undue risk presented by changes in interest rates. |
|
|
|
In carrying out this part of its interest rate risk management strategy, United uses interest
rate swap contracts. Interest rate swaps generally involve the exchange of fixed- and
variable-rate interest payments between two parties, based on a common notional principal
amount and maturity date. Uniteds hedging strategies involving interest rate swaps are
classified as either Fair Value Hedges or Cash Flow Hedges, depending on the rate
characteristics of the hedged item. |
52
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements, continued
(1) |
|
Summary of Significant Accounting Policies, continued |
|
|
|
Derivative Instruments and Hedging Activities, continued |
|
|
|
Fair Value Hedge: As a result of interest rate fluctuations, fixed-rate assets and liabilities
will appreciate or depreciate in fair value. When effectively hedged, this appreciation or
depreciation will generally be offset by fluctuations in the fair value of the derivative
instruments that are linked to the hedged assets and liabilities. This strategy is referred to
as a fair value hedge. |
|
|
|
Cash Flow Hedge: Cash flows related to floating-rate assets and liabilities will fluctuate
with changes in an underlying rate index. When effectively hedged, the increases or decreases
in cash flows related to the floating rate asset or liability will generally be offset by
changes in cash flows of the derivative instrument designated as a hedge. This strategy is
referred to as a cash flow hedge. |
|
|
|
By using derivative instruments, United is exposed to credit and market risk. If the
counterparty fails to perform, credit risk is equal to the fair-value gain in a derivative.
When the fair value of a derivative contract is positive, this situation generally indicates
that the counterparty is obligated to pay United, and, therefore, creates a repayment risk for
United. When the fair value of a derivative contract is negative, United is obligated to pay
the counterparty and, therefore, it has no repayment risk. United minimizes the credit risk in
derivative instruments by entering into transactions with high-quality counterparties that are
reviewed periodically by United. From time to time, United may require the counterparties to
pledge securities as collateral to cover the net exposure. |
|
|
|
Uniteds derivative activities are monitored by its asset/liability management committee as
part of that committees oversight of Uniteds asset/liability and treasury functions.
Uniteds asset/liability committee is responsible for implementing various hedging strategies
that are developed through its analysis of data from financial simulation models and other
internal and industry sources. The resulting hedging strategies are then incorporated into the
overall interest-rate risk management process. |
|
|
|
United recognizes the fair value of derivatives as assets or liabilities in the financial
statements. The accounting for the changes in the fair value of a derivative depends on the
intended use of the derivative instrument at inception. The change in fair value of instruments
used as fair value hedges is accounted for in the net income of the period simultaneous with
accounting for the fair value change of the item being hedged. The change in fair value of the
effective portion of cash flow hedges is accounted for in other comprehensive income rather
than net income. The change in fair value of derivative instruments that are not intended as a
hedge is accounted for in the net income of the period of the change. |
|
|
|
As of December 31, 2005, United had cash flow hedges with a notional amount of $339
million for the purpose of converting floating rate assets to fixed rate. As of December 31,
2005, United recorded a liability of approximately $4.2 million for the fair value of these
instruments. No hedge ineffectiveness from cash flow hedges was recognized in the statement of
income. All components of each derivatives gain or loss are included in the assessment of
hedge effectiveness. |
|
|
|
As of December 31, 2004, United had cash flow hedges with a notional amount of
approximately $563 million for the purpose of converting floating rate assets to fixed rate.
As of December 31, 2004, United recorded a liability of approximately $659 thousand for the
fair value of these instruments. No hedge ineffectiveness from cash flow hedges was recognized
in the statement of income. All components of each derivatives gain or loss are included in
the assessment of hedge effectiveness. |
|
|
|
Reclassifications |
|
|
|
Certain 2004 and 2003 amounts have been reclassified to conform to the 2005 presentation. |
|
|
|
Stock Splits |
|
|
|
United declared a three-for-two split of its common stock effective April 28, 2004. All share
and per share amounts included in the financial statements and accompanying notes have been
restated to reflect the change in the number of shares outstanding as of the beginning of the
earliest period presented. |
53
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements, continued
(1) |
|
Summary of Significant Accounting Policies, continued |
|
|
|
Accumulated Other Comprehensive Income |
|
|
|
GAAP normally require that recognized revenues, expenses, gains and losses be included in net
income. Although certain changes in assets and liabilities, such as unrealized gains and
losses on available for sale securities, are reported as a separate component of the equity
section of the consolidated balance sheets, such items with net income, are components of
comprehensive income. United presents comprehensive income as a component of the statement of
changes in stockholders equity. |
|
(2) |
|
Recent Accounting Pronouncements |
|
|
|
Accounting for Hybrid Financial Instruments |
|
|
|
In February 2006, the Financial Accounting Standards Board (FASB) issued Statement of
Financial Accounting Standards (SFAS) No. 155 Accounting for Certain Hybrid Financial
Instruments an amendment of FASB Statements No. 133 and 140. This statement provides
entities with relief from having to separately determine the fair value of an embedded
derivative that would otherwise be required to be bifurcated from its host contract in
accordance with the requirements of SFAS 133. Entities can make an irrevocable election to
measure such hybrid financial instruments at fair value in its entirety, with subsequent
changes in fair value recognized in earnings. This election can be made on and
instrument-by-instrument basis. The effective date of this standard is for all financial
instruments acquired, issued or subject to a remeasurement event occurring after the beginning
of an entitys first fiscal year that begins after September 15, 2006. For United, this
standard is not expected to have a material impact on Uniteds financial position, results of
operations or disclosures. |
|
|
|
Accounting for Changes and Error Corrections |
|
|
|
In May 2005, the FASB issued SFAS No. 154 Accounting Changes and Error Corrections, a
replacement of APB Opinion No. 20 and FASB Statements No. 3. SFAS No. 154 changes the
requirements for accounting for and reporting a change in accounting principle. SFAS No. 154
applies to all voluntary changes in accounting principle and all changes required by an
accounting pronouncement when the new pronouncement does not include specific transition
provisions. SFAS No. 154 requires retrospective application to prior periods financial
statements of changes in accounting principle, unless it is impracticable to determine either
the period-specific effects or the cumulative effects of the change. This standard, which is
effective for years beginning after December 15, 2005, is not expected to have a material
effect on Uniteds financial position, results of operations, or disclosures. |
|
|
|
Exchanges of Non-monetary Assets |
|
|
|
In December 2004, the FASB issued SFAS No. 153 Exchanges of Non-monetary Assets an
amendment of APB Opinion No. 29. SFAS No. 153 clarifies that exchanges of non-monetary assets
should be measured based on the fair value of the assets exchanged, with a general exception
for exchanges that have no commercial substance. SFAS No. 153 is effective for non-monetary
asset exchanges occurring in fiscal periods beginning after June 15, 2005. The adoption of
this standard did not to have a material impact on Uniteds Consolidated Financial Statements. |
|
|
|
Share-Based Payment |
|
|
|
In December 2004, the FASB revised SFAS No. 123 (SFAS No. 123 (R)). SFAS No. 123 (R),
Share-Based Payment, requires all share-based payments to employees, including grants of
employee stock options, to be recognized in the financial statements based on their fair
values. Pro forma disclosure is no longer an alternative to financial statement recognition.
SFAS No. 123 (R) is effective for periods beginning after December 15, 2005. United will adopt
the provisions of SFAS No. 123 (R) beginning January 1, 2006. The financial statement impact
is not expected to be materially different from that shown in the existing pro forma disclosure
required under the original SFAS No. 123. |
54
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements, continued
(3) |
|
Mergers and Acquisitions |
|
|
|
On December 1, 2004, United acquired 100 percent of the outstanding common shares of Liberty
National Bancshares, Inc. (Liberty), a community bank holding company headquartered in
Conyers, Georgia. Libertys results of operations are included in consolidated financial
results from the acquisition date. Liberty was the parent company of Liberty National Bank, a
community bank with offices serving the east side of metropolitan Atlanta. United has
continued to focus on expanding its presence in metropolitan Atlanta due to the attractive
demographics. The aggregate purchase price was approximately $35.5 million, including
approximately $3.0 million of cash and 1,372,658 shares of Uniteds common stock valued at
approximately $32.5 million. The value of the common shares issued of $23.62 per share was
determined based on the average of the closing market price of Uniteds common shares over the
period beginning two days before and ending two days after the terms of the acquisition were
agreed to and announced. |
|
|
|
On November 1, 2004, United acquired 100 percent of the outstanding common shares of Eagle
National Bank (Eagle), a community bank headquartered in Stockbridge, Georgia. Eagles
results of operations are included in consolidated financial results from the acquisition date.
Eagle had two banking offices serving the south side of metropolitan Atlanta. The acquisition
of Eagle further enhances Uniteds presence in the metropolitan Atlanta market. The aggregate
purchase price was approximately $11.9 million, including approximately $2.4 million of cash
and 414,462 shares of Uniteds common stock valued at approximately $9.5 million. The value of
the common shares issued of $22.84 per share was determined based on the average of the closing
market price of Uniteds common shares over the period beginning two days before and ending two
days after the terms of the acquisition were agreed to and announced. |
|
|
|
On June 1, 2004, United acquired all of the outstanding common shares of Fairbanco Holding
Company, Inc. (Fairbanco), a thrift holding company headquartered in Fairburn, Georgia.
Fairbancos results of operations are included in consolidated financial results from the
acquisition date. Fairbanco Holding Company was the parent company of 1st Community Bank, with
5 banking offices serving Atlantas southern metropolitan area. The aggregate purchase price
was $23.6 million including $2.7 million of cash and 914,627 shares of Uniteds common stock
valued at $20.9 million. The value of the common shares issued of $22.91 was determined based
on the average market price of Uniteds common shares over period beginning two days before and
ending two days after the terms of the acquisition were agreed to and announced. |
|
|
|
On October 24, 2003, United completed the acquisition of two branch locations in the western
North Carolina counties of Avery and Mitchell. On November 14, 2003, United completed the
acquisition of a third branch location in the western North Carolina county of Graham from the
same financial institution. The three acquired branch locations, which are an extension of
Uniteds existing North Carolina markets, provide access to new customers in growing markets.
Combined, the acquired branches added approximately $11 million in loans, approximately $72
million in deposits and $7 million in intangibles. Results of operations of the acquired
branches are included in Uniteds consolidated results beginning on the acquisition dates. |
|
|
|
On May 1, 2003, United acquired 100 percent of the outstanding common shares of First Georgia
Holding (First Georgia), a community bank holding company headquartered in Brunswick,
Georgia. First Georgias results of operations are included in consolidated financial results
from the acquisition date. First Georgia was the parent company of First Georgia Bank, a
community bank with offices serving the south Georgia coast along the Interstate 95 corridor.
United targeted coastal Georgia for potential expansion due to the attractive demographics and
the similarities to its existing markets. The aggregate purchase price was approximately $42.1
million, including approximately $12.8 million of cash and 1,765,947 shares of Uniteds common
stock valued at approximately $29.3 million. The value of the common shares issued of $16.58
per share was determined based on the average of the closing market price of Uniteds common shares over the period beginning two days before and ending two days after the terms of the
acquisition were agreed to and announced. |
55
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements, continued
(3) |
|
Mergers and Acquisitions, continued |
|
|
|
On March 31, 2003, United acquired 100 percent of the outstanding common shares of First
Central Bancshares, Inc. (First Central) a community bank holding company headquartered in
Lenoir City, Tennessee. First Centrals results of operations are included in consolidated
financial results from the acquisition date. First Central was the parent company of First
Central Bank, a community bank with 8 banking offices serving east Tennessee in the Knoxville
MSA and surrounding markets. United had long sought to enter the east Tennessee market with
its attractive demographics and its close proximity to Uniteds existing markets. The
aggregate purchase price was approximately $29.6 million, including approximately $9 million of
cash and 1,231,740 shares of Uniteds common stock valued at approximately $20.6 million. The
value of the common shares issued of $16.73 per share was determined based on the average
closing market price of Uniteds common shares over the period beginning two days before and
ending two days after the terms of the acquisition were agreed to and announced. |
|
|
|
Core deposit intangibles related to the acquisitions are being amortized over a period of 10
years. Goodwill resulting from the acquisitions of Fairbanco, Eagle and Liberty, in 2004,
First Central and First Georgia, in 2003 will not be amortized nor deductible for tax purposes.
Goodwill resulting from the North Carolina branch acquisitions will not be amortized but will
be deductible for tax purposes. |
|
|
|
At December 31, 2005, accrued merger costs of $1.3 million remained unpaid relating to
acquisitions closed in 2004 and 2003. The severance and related costs include change in control
payments that had been deferred. Professional fees include legal fees related to the two
business combinations completed during the fourth quarter of 2004. Contract termination costs
include amounts claimed by service providers as a result of early termination of service
contracts related to the acquisitions completed during 2004 and 2003. At December 31, 2005,
$816,000 in contract termination costs remained unpaid primarily relating to one contract
termination charge that is in dispute. The purchase adjustments recorded in 2005 resulted in a
reduction of goodwill. |
|
|
|
A reconciliation of the accrued merger costs is presented below (in thousands): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts |
|
|
|
|
|
|
|
|
|
Beginning |
|
|
Purchase |
|
|
Charged to |
|
|
Amounts |
|
|
End ing |
|
|
|
Balance |
|
|
Adjustments |
|
|
Earnings |
|
|
Paid |
|
|
Balance |
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Severance and related costs |
|
$ |
764 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
(428 |
) |
|
$ |
336 |
|
Professional fees |
|
|
754 |
|
|
|
(29 |
) |
|
|
|
|
|
|
(644 |
) |
|
|
81 |
|
Contract termination costs |
|
|
3,854 |
|
|
|
(594 |
) |
|
|
|
|
|
|
(2,444 |
) |
|
|
816 |
|
Other merger-related expenses |
|
|
247 |
|
|
|
78 |
|
|
|
|
|
|
|
(240 |
) |
|
|
85 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Totals |
|
$ |
5,619 |
|
|
$ |
(545 |
) |
|
$ |
|
|
|
$ |
(3,756 |
) |
|
$ |
1,318 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Severance and related costs |
|
$ |
85 |
|
|
$ |
1,359 |
|
|
$ |
203 |
|
|
$ |
(883 |
) |
|
$ |
764 |
|
Professional fees |
|
|
140 |
|
|
|
1,197 |
|
|
|
407 |
|
|
|
(990 |
) |
|
|
754 |
|
Contract termination costs |
|
|
900 |
|
|
|
4,340 |
|
|
|
119 |
|
|
|
(1,505 |
) |
|
|
3,854 |
|
Other merger-related expenses |
|
|
127 |
|
|
|
136 |
|
|
|
141 |
|
|
|
(157 |
) |
|
|
247 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Totals |
|
$ |
1,252 |
|
|
$ |
7,032 |
|
|
$ |
870 |
|
|
$ |
(3,535 |
) |
|
$ |
5,619 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2003 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Severance and related costs |
|
$ |
|
|
|
$ |
1,107 |
|
|
$ |
135 |
|
|
$ |
(1,157 |
) |
|
$ |
85 |
|
Professional fees |
|
|
|
|
|
|
192 |
|
|
|
885 |
|
|
|
(937 |
) |
|
|
140 |
|
Contract termination costs |
|
|
|
|
|
|
1,039 |
|
|
|
566 |
|
|
|
(705 |
) |
|
|
900 |
|
Other merger-related expenses |
|
|
173 |
|
|
|
16 |
|
|
|
502 |
|
|
|
(564 |
) |
|
|
127 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Totals |
|
$ |
173 |
|
|
$ |
2,354 |
|
|
$ |
2,088 |
|
|
$ |
(3,363 |
) |
|
$ |
1,252 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
56
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements, continued
(3) |
|
Mergers and Acquisitions, continued |
The financial information below presents the proforma earnings of United assuming that the results
of operations of First Central, First Georgia, Fairbanco, Eagle and Liberty were included in
consolidated earnings for the full years of 2004 and 2003.
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
|
2003 |
|
Total Revenue |
|
$ |
206,221 |
|
|
$ |
181,755 |
|
Net Income |
|
|
42,455 |
|
|
|
33,138 |
|
|
|
|
|
|
|
|
|
|
Diluted earnings per common share |
|
|
1.09 |
|
|
|
0.86 |
|
Included in the proforma earnings for 2004 and 2003 were executive change in control payments
and other severance costs of $3.7 million and $3.5 million, respectively, contract termination
costs of $3.4 million and $1.6 million, respectively, and other costs of $1.1 million and $1.5
million, respectively, for incompatible and unusable equipment. The effective tax rates for
2004 and 2003 have been adjusted to reflect charges that are not tax deductible.
United paid approximately $123 million, $73 million and $70 million in interest on deposits and
other borrowings during 2005, 2004 and 2003, respectively. In connection with Uniteds 2004
acquisitions of Liberty, Eagle and Fairbanco, assets having a fair value of approximately $500
million were acquired and liabilities totaling approximately $437 million were assumed. In
connection with Uniteds 2003 acquisitions of First Central, First Georgia and three branches
in western North Carolina, assets having a fair value of approximately $520 million were
acquired, and liabilities totaling approximately $500 million were assumed.
During 2005, 2004 and 2003, loans having a carrying value of $9.5 million, $7.3 million and
$8.2 million, respectively, were transferred to other real estate.
(5) |
|
Securities Available for Sale |
The cost basis, unrealized gains and losses, and fair value of securities available for sale at
December 31, 2005 and 2004 are listed below (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross |
|
|
Gross |
|
|
|
|
|
|
Amortized |
|
|
Unrealized |
|
|
Unrealized |
|
|
Fair |
|
|
|
Cost |
|
|
Gains |
|
|
Losses |
|
|
Value |
|
As of December 31, 2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasuries |
|
$ |
2,000 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
2,000 |
|
U.S. Government agencies |
|
|
315,437 |
|
|
|
91 |
|
|
|
3,492 |
|
|
|
312,036 |
|
State and political subdivisions |
|
|
52,102 |
|
|
|
1,159 |
|
|
|
179 |
|
|
|
53,082 |
|
Mortgage-backed securities |
|
|
627,462 |
|
|
|
487 |
|
|
|
11,871 |
|
|
|
616,078 |
|
Other |
|
|
8,364 |
|
|
|
|
|
|
|
873 |
|
|
|
7,491 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
1,005,365 |
|
|
$ |
1,737 |
|
|
$ |
16,415 |
|
|
$ |
990,687 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2004 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasuries |
|
$ |
4,600 |
|
|
$ |
|
|
|
$ |
24 |
|
|
$ |
4,576 |
|
U.S. Government agencies |
|
|
278,274 |
|
|
|
1,287 |
|
|
|
296 |
|
|
|
279,265 |
|
State and political subdivisions |
|
|
54,402 |
|
|
|
2,271 |
|
|
|
20 |
|
|
|
56,653 |
|
Mortgage-backed securities |
|
|
534,927 |
|
|
|
3,687 |
|
|
|
1,819 |
|
|
|
536,795 |
|
Other |
|
|
2,513 |
|
|
|
176 |
|
|
|
|
|
|
|
2,689 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
874,716 |
|
|
$ |
7,421 |
|
|
$ |
2,159 |
|
|
$ |
879,978 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2005 and 2004, securities with a carrying value of $947 million and $821
million, respectively, were pledged to secure public deposits and FHLB advances.
57
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements, continued
(5) |
|
Securities Available for Sale, continued |
The amortized cost and fair value of the investment securities at December 31, 2005, by contractual
maturity, is presented in the following table (in thousands). Expected maturities may differ from
contractual maturities because borrowers have the right to call or prepay obligations with or
without call or prepayment penalties.
|
|
|
|
|
|
|
|
|
|
|
Amortized Cost |
|
|
Fair Value |
|
U.S. Treasuries: |
|
|
|
|
|
|
|
|
Within 1 year |
|
$ |
2,000 |
|
|
$ |
2,000 |
|
|
|
|
|
|
|
|
|
|
U.S. Government agencies: |
|
|
|
|
|
|
|
|
Within 1 year |
|
|
10,597 |
|
|
|
10,598 |
|
1 to 5 years |
|
|
131,681 |
|
|
|
130,086 |
|
5 to 10 years |
|
|
137,287 |
|
|
|
135,987 |
|
More than 10 years |
|
|
35,872 |
|
|
|
35,365 |
|
|
|
|
|
|
|
|
|
|
|
315,437 |
|
|
|
312,036 |
|
|
|
|
|
|
|
|
State and political subdivisions: |
|
|
|
|
|
|
|
|
Within 1 year |
|
|
4,435 |
|
|
|
4,448 |
|
1 to 5 years |
|
|
24,281 |
|
|
|
24,613 |
|
5 to 10 years |
|
|
17,114 |
|
|
|
17,681 |
|
More than 10 years |
|
|
6,272 |
|
|
|
6,340 |
|
|
|
|
|
|
|
|
|
|
|
52,102 |
|
|
|
53,082 |
|
|
|
|
|
|
|
|
Other: |
|
|
|
|
|
|
|
|
1 to 5 years |
|
|
7,817 |
|
|
|
6,944 |
|
More than 10 years |
|
|
547 |
|
|
|
547 |
|
|
|
|
|
|
|
|
|
|
|
8,364 |
|
|
|
7,491 |
|
|
|
|
|
|
|
|
Total securities other than mortgage-backed securities: |
|
|
|
|
|
|
|
|
Within 1 year |
|
|
17,032 |
|
|
|
17,046 |
|
1 to 5 years |
|
|
163,779 |
|
|
|
161,643 |
|
5 to 10 years |
|
|
154,401 |
|
|
|
153,668 |
|
More than 10 years |
|
|
42,691 |
|
|
|
42,252 |
|
|
|
|
|
|
|
|
|
|
Mortgage-backed securities |
|
|
627,462 |
|
|
|
616,078 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1,005,365 |
|
|
$ |
990,687 |
|
|
|
|
|
|
|
|
The following summarizes securities in an unrealized loss position as of December 31, 2005
and 2004 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less than 12 Months |
|
|
12 Months or More |
|
|
Total |
|
|
|
|
|
|
|
Unrealized |
|
|
|
|
|
|
Unrealized |
|
|
|
|
|
|
Unrealized |
|
|
|
Fair Value |
|
|
Loss |
|
|
Fair Value |
|
|
Loss |
|
|
Fair Value |
|
|
Loss |
|
As of December 31, 2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Government agencies |
|
$ |
205,800 |
|
|
$ |
2,522 |
|
|
$ |
51,817 |
|
|
$ |
970 |
|
|
$ |
257,617 |
|
|
$ |
3,492 |
|
State and political subdivisions |
|
|
7,285 |
|
|
|
140 |
|
|
|
738 |
|
|
|
39 |
|
|
|
8,023 |
|
|
|
179 |
|
Mortgage-backed securities |
|
|
433,108 |
|
|
|
7,946 |
|
|
|
129,638 |
|
|
|
3,925 |
|
|
|
562,746 |
|
|
|
11,871 |
|
Other |
|
|
5,105 |
|
|
|
873 |
|
|
|
|
|
|
|
|
|
|
|
5,105 |
|
|
|
873 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total unrealized loss position |
|
$ |
651,298 |
|
|
$ |
11,481 |
|
|
$ |
182,193 |
|
|
$ |
4,934 |
|
|
$ |
833,491 |
|
|
$ |
16,415 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2004 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasuries |
|
$ |
4,576 |
|
|
$ |
24 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
4,576 |
|
|
$ |
24 |
|
U.S. Government agencies |
|
|
78,229 |
|
|
|
264 |
|
|
|
1,692 |
|
|
|
32 |
|
|
|
79,921 |
|
|
|
296 |
|
State and political subdivisions |
|
|
644 |
|
|
|
3 |
|
|
|
396 |
|
|
|
17 |
|
|
|
1,040 |
|
|
|
20 |
|
Mortgage-backed securities |
|
|
207,999 |
|
|
|
1,445 |
|
|
|
16,826 |
|
|
|
374 |
|
|
|
224,825 |
|
|
|
1,819 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total unrealized loss position |
|
$ |
291,448 |
|
|
$ |
1,736 |
|
|
$ |
18,914 |
|
|
$ |
423 |
|
|
$ |
310,362 |
|
|
$ |
2,159 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
58
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements, continued
(5) |
|
Securities Available for Sale, continued |
During 2005 and 2004, United recognized losses of $500,000 and $450,000, respectively, on FHLMC
preferred securities which are included in other investments. These losses were considered to
be other-than-temporary impairment. Management believes that there are no remaining
unrealized losses as of December 31, 2005 that represent an other-than-temporary impairment.
Unrealized losses at December 31, 2005 are primarily attributable to changes in interest rates
and United has both the intent and ability to hold the securities for a time necessary to
recover the amortized cost. The unrealized losses reported for mortgage-backed securities
relate primarily to securities issued by FNMA, FHLMC and private institutions.
The following summarizes securities sales activities for the years ended December 31, 2005, 2004
and 2003 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2004 |
|
|
2003 |
|
Proceeds from sales |
|
$ |
19,392 |
|
|
$ |
77,439 |
|
|
$ |
50,493 |
|
|
|
|
|
|
|
|
|
|
|
Gross gains on sales |
|
$ |
|
|
|
$ |
980 |
|
|
$ |
783 |
|
Gross losses on sales |
|
|
809 |
|
|
|
552 |
|
|
|
286 |
|
|
|
|
|
|
|
|
|
|
|
Net (losses) gains on sales of securities |
|
$ |
(809 |
) |
|
$ |
428 |
|
|
$ |
497 |
|
|
|
|
|
|
|
|
|
|
|
Income tax (benefit) expense attributable to sales |
|
$ |
(315 |
) |
|
$ |
166 |
|
|
$ |
174 |
|
|
|
|
|
|
|
|
|
|
|
(6) |
|
Loans and Allowance for Loan Losses |
Major classifications of loans at December 31, 2005 and 2004, are summarized as follows (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2004 |
|
Commercial (commercial and industrial) |
|
$ |
236,882 |
|
|
$ |
211,850 |
|
Commercial (secured by real estate) |
|
|
1,055,191 |
|
|
|
966,558 |
|
|
|
|
|
|
|
|
Commercial |
|
|
1,292,073 |
|
|
|
1,178,408 |
|
Construction |
|
|
1,738,990 |
|
|
|
1,304,526 |
|
Residential mortgage |
|
|
1,205,685 |
|
|
|
1,101,653 |
|
Installment |
|
|
161,538 |
|
|
|
150,318 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loans |
|
|
4,398,286 |
|
|
|
3,734,905 |
|
|
|
|
|
|
|
|
|
|
Less allowance for loan losses |
|
|
53,595 |
|
|
|
47,196 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans, net |
|
$ |
4,344,691 |
|
|
$ |
3,687,709 |
|
|
|
|
|
|
|
|
The Banks grant loans and extensions of credit to individuals and a variety of firms and
corporations located primarily in counties in north Georgia, metropolitan Atlanta, coastal
Georgia, western North Carolina and east Tennessee. Although the Banks have diversified loan
portfolios, a substantial portion of the loan portfolios is collateralized by improved and
unimproved real estate and is dependent upon the real estate market.
United had $4,016,000 and $2,703,000 of loans classified as impaired at December 31, 2005 and
2004, respectively, for which specific reserves of $1,004,000 and $676,000, respectively had
been allocated. Uniteds policy is to recognize interest revenue on a cash basis for loans
classified as impaired.
Changes in the allowance for loan losses are summarized as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2004 |
|
|
2003 |
|
Balance at beginning of year |
|
$ |
47,196 |
|
|
$ |
38,655 |
|
|
$ |
30,914 |
|
Provision for loan losses |
|
|
12,100 |
|
|
|
7,600 |
|
|
|
6,300 |
|
Charge-offs |
|
|
(7,214 |
) |
|
|
(5,488 |
) |
|
|
(5,269 |
) |
Recoveries |
|
|
1,513 |
|
|
|
1,871 |
|
|
|
1,172 |
|
Allowance acquired through acquisitions |
|
|
|
|
|
|
4,558 |
|
|
|
5,538 |
|
|
|
|
|
|
|
|
|
|
|
Balance at end of year |
|
$ |
53,595 |
|
|
$ |
47,196 |
|
|
$ |
38,655 |
|
|
|
|
|
|
|
|
|
|
|
59
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements, continued
(6) |
|
Loans and Allowance for Loan Losses, continued |
In the ordinary course of business, the Banks grant loans to executive officers, certain key
employees, and Directors of the holding company and the Banks, including their immediate
families and companies with which they are associated. Management believes that such loans are
made substantially on the same terms, including interest rate and collateral, as those
prevailing at the time for comparable transactions with other customers. The following is a
summary of such loans outstanding and the activity in these loans for the year ended December
31, 2005 (in thousands):
|
|
|
|
|
Balances at December 31, 2004 |
|
$ |
21,622 |
|
New loans |
|
|
42,071 |
|
Repayments |
|
|
(12,302 |
) |
Renewals |
|
|
(10,421 |
) |
Adjustment for changes in executive officers and directors |
|
|
(310 |
) |
|
|
|
|
Balances at December 31, 2005 |
|
$ |
40,660 |
|
|
|
|
|
At December 31, 2005, loans with a carrying value of $986 million were pledged as
collateral to secure FHLB advances.
(7) |
|
Premises and Equipment |
Premises and equipment at December 31, 2005 and 2004, (in thousands):
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2004 |
|
Land and land improvements |
|
$ |
37,882 |
|
|
$ |
31,575 |
|
Buildings and improvements |
|
|
63,799 |
|
|
|
62,380 |
|
Furniture and equipment |
|
|
54,146 |
|
|
|
49,532 |
|
Construction in progress |
|
|
6,141 |
|
|
|
2,352 |
|
|
|
|
|
|
|
|
|
|
|
161,968 |
|
|
|
145,839 |
|
|
|
|
|
|
|
|
|
|
Less accumulated depreciation |
|
|
49,081 |
|
|
|
42,160 |
|
|
|
|
|
|
|
|
Premises and equipment, net |
|
$ |
112,887 |
|
|
$ |
103,679 |
|
|
|
|
|
|
|
|
Depreciation expense was approximately $8.9 million, $8.2 million and $7.2 million for
2005, 2004 and 2003, respectively.
(8) |
|
Goodwill and Other Intangible Assets |
A summary of changes in goodwill for the years ended December 31, 2005 and 2004, (in thousands):
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2004 |
|
Beginning balance |
|
$ |
104,546 |
|
|
$ |
59,103 |
|
Goodwill acquired |
|
|
|
|
|
|
44,858 |
|
Purchase adjustments |
|
|
(545 |
) |
|
|
585 |
|
|
|
|
|
|
|
|
Ending balance |
|
$ |
104,001 |
|
|
$ |
104,546 |
|
|
|
|
|
|
|
|
United has finite-lived intangible assets capitalized on its balance sheet in the form of core
deposit intangibles. These intangible assets are amortized over their estimated useful lives of
no more than 15 years.
A summary of core deposit intangible assets as of December 31, 2005 and 2004, (in thousands):
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2004 |
|
Gross carrying amount |
|
$ |
21,812 |
|
|
$ |
21,812 |
|
Less accumulated amortization |
|
|
7,162 |
|
|
|
5,151 |
|
|
|
|
|
|
|
|
Net carrying amount |
|
$ |
14,650 |
|
|
$ |
16,661 |
|
|
|
|
|
|
|
|
60
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements, continued
(8) |
|
Goodwill and Other Intangible Assets, continued |
Amortization expense on finite-lived intangible assets was $2,012,000 in 2005, $1,674,000 for
2004 and $1,065,000 for 2003. Amortization expense for each of the years 2006 through 2010 is
estimated to be approximately $2.0 million.
The aggregate amount of time deposit accounts with a minimum denomination of $100,000 was
approximately $895 million and $567 million at December 31, 2005 and 2004, respectively.
At December 31, 2005, the contractual maturities of time deposits are summarized as follows (in
thousands):
|
|
|
|
|
Maturing In: |
|
|
|
|
2006 |
|
$ |
1,780,914 |
|
2007 |
|
|
431,996 |
|
2008 |
|
|
127,826 |
|
2009 |
|
|
48,500 |
|
2010 |
|
|
44,974 |
|
thereafter |
|
|
465 |
|
|
|
|
|
|
|
$ |
2,434,675 |
|
|
|
|
|
At December 31, 2005, United held $321 million in certificates of deposit obtained through
the efforts of third party brokers. At December 31, 2004, the Banks had $373 million of such
certificates of deposit. The daily average balance of these brokered deposits totaled $319
million in 2005. The weighted average rates paid during 2005 and 2004 were 2.99% and 2.28%,
respectively, and the weighted average rate as of December 31, 2005 was 3.34%. These deposits
have maturity dates ranging from 1 week to 5 years.
At December 31, 2005 and 2004, $2,078,000 and $1,505,000 in overdrawn deposit accounts were
reclassified as loans. No specific allowance for loan losses was deemed necessary for these
accounts at December 31, 2005 and 2004.
(10) |
|
Federal Home Loan Bank Advances |
At December 31, 2005, the Banks had advances totaling $636 million from the FHLB of which $177
million are fixed rate advances and the remaining $459 million are variable. At December 31,
2004, the Banks had advances totaling $738 million. Monthly interest payments and principal
payments are due at various maturity dates and interest rates ranging from 2.72% to 6.59% at
December 31, 2005. At December 31, 2005, the weighted average interest rate on FHLB advances
was 4.42%. The FHLB advances are collateralized by commercial (secured by real estate) and
residential mortgage loans, investment securities and FHLB stock.
At December 31, 2005, the maturities and current rates of outstanding advances were as follows
(in thousands):
|
|
|
|
|
|
|
|
|
|
|
Amount |
|
|
|
|
Maturing In: |
|
Maturing |
|
|
Current Rate Range |
|
2006 |
|
$ |
209,616 |
|
|
|
2.72% - 5.18 |
% |
2007 |
|
|
80,000 |
|
|
|
3.09% - 4.48 |
% |
2008 |
|
|
196,000 |
|
|
|
3.47% - 5.87 |
% |
2009 |
|
|
78,000 |
|
|
|
3.26% - 5.35 |
% |
2010 |
|
|
13,000 |
|
|
|
4.67% - 6.59 |
% |
thereafter |
|
|
59,000 |
|
|
|
2.85% - 5.53 |
% |
|
|
|
|
|
|
|
|
|
|
$ |
635,616 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Timing of principal payments may differ from the maturity schedule shown above as some advances
include call options that allow the FHLB to require repayment prior to the maturity date.
61
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements, continued
(11) |
|
Short-term borrowings |
United uses a number of sources of short-term borrowings to meet its liquidity needs including
federal funds purchased, repurchase agreements, commercial paper and holding company lines of
credit. The table below shows the amounts of short-term borrowings outstanding by type at
December 31, 2005 and 2004 (in thousands).
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2004 |
|
Federal funds purchased |
|
$ |
121,581 |
|
|
$ |
130,921 |
|
Commercial paper |
|
|
1,300 |
|
|
|
2,010 |
|
|
|
|
|
|
|
|
Total short-term borrowings |
|
$ |
122,881 |
|
|
$ |
132,931 |
|
|
|
|
|
|
|
|
Lines of Credit
United maintains a line of credit agreement with a financial institution to borrow up to $40
million with an interest rate indexed to the prime rate. The agreement is renewable each year.
United has pledged the stock of its North Carolina and Tennessee bank subsidiaries as
collateral securing any amounts outstanding on the line of credit. There were no borrowings
outstanding under this agreement as of December 31, 2005 or December 31, 2004.
United maintains a joint credit agreement with two financial institutions to borrow up to $45
million with interest indexed to LIBOR, adjusted monthly. The agreement is renewable annually,
and United has pledged the common stock of its Georgia bank subsidiary as collateral securing
any amounts outstanding on the line of credit. There were no borrowings outstanding under this
agreement as of December 31, 2005 or December 31, 2004.
Long-term debt at December 31, 2005 and 2004 consisted of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stated |
|
|
Earliest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issue |
|
|
Maturity |
|
|
Call |
|
|
|
|
|
|
2005 |
|
|
2004 |
|
|
Date |
|
|
Date |
|
|
Date |
|
|
Interest Rate |
|
2002 subordinated debentures |
|
$ |
31,500 |
|
|
$ |
31,500 |
|
|
|
2002 |
|
|
|
2012 |
|
|
|
2012 |
|
|
|
6.750 |
% |
2003 subordinated debentures |
|
|
35,000 |
|
|
|
35,000 |
|
|
|
2003 |
|
|
|
2015 |
|
|
|
2010 |
|
|
|
6.250 |
|
Convertible subordinated debentures |
|
|
3,100 |
|
|
|
3,100 |
|
|
|
1996 |
|
|
|
2006 |
|
|
|
1996 |
|
|
Prime + .25 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total subordinated debentures |
|
|
69,600 |
|
|
|
69,600 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United Community Statutory Trust I |
|
|
5,155 |
|
|
|
5,155 |
|
|
|
2000 |
|
|
|
2030 |
|
|
|
2010 |
|
|
|
10.600 |
|
United Community Capital Trust II |
|
|
10,309 |
|
|
|
10,309 |
|
|
|
2000 |
|
|
|
2030 |
|
|
|
2010 |
|
|
|
11.295 |
|
United Community Capital Trust |
|
|
21,650 |
|
|
|
21,650 |
|
|
|
1998 |
|
|
|
2028 |
|
|
|
2008 |
|
|
|
8.125 |
|
Fairbanco Capital Trust I |
|
|
5,155 |
|
|
|
5,155 |
|
|
|
2002 |
|
|
|
2032 |
|
|
|
2007 |
|
|
LIBOR + 3.65 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total trust preferred securities |
|
|
42,269 |
|
|
|
42,269 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total long-term debt |
|
$ |
111,869 |
|
|
$ |
111,869 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest is paid semiannually for all subordinated debentures and trust preferred
securities except the convertible subordinated debentures and Fairbanco Capital Trust I for
which interest is paid quarterly.
Subordinated Debentures
Subordinated debentures qualify as Tier II capital under risk based capital guidelines. The
2003 subordinated debentures are callable at par on September 30, 2010 and September 30 of each
year thereafter. If not called, the interest rate increases to 7.50% and remains at that rate
until maturity or until it is called.
The convertible subordinated debentures are exercisable at any time, and may be converted into
shares of common stock of United at the price of $8.33 per share, subject to adjustment for
splits and stock dividends. At both December 31, 2005 and 2004, certain Directors and executive
officers of United held convertible debentures totaling $1,925,000.
Trust Preferred Securities
Trust preferred securities qualify as Tier I capital under risk based capital guidelines
subject to certain limitations. The trust preferred securities are mandatorily redeemable upon
maturity, or upon earlier redemption at a premium as provided in the indentures.
62
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements, continued
United is required to report on the face of the statement of income, earnings per common share
with and without the dilutive effects of potential common stock issuances from instruments such
as options, convertible securities and warrants. Basic earnings per common share is based on
the weighted average number of common shares outstanding during the period while the effects of
potential common shares outstanding during the period are included in diluted earnings per
common share. During 2005, 2004 and 2003, United paid dividends to Series A preferred
stockholders totaling $23,000, $9,000 and $66,000, respectively.
The following table sets forth the computation of basic and diluted earnings per common share
for the years ended December 31, 2005, 2004 and 2002 (in thousands, except per share data):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2004 |
|
|
2003 |
|
Net income available to common stockholders |
|
$ |
56,719 |
|
|
$ |
46,582 |
|
|
$ |
38,052 |
|
Effects of convertible debentures |
|
|
130 |
|
|
|
91 |
|
|
|
95 |
|
|
|
|
|
|
|
|
|
|
|
Diluted net earnings |
|
$ |
56,849 |
|
|
$ |
46,673 |
|
|
$ |
38,147 |
|
|
|
|
|
|
|
|
|
|
|
Earnings per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
1.47 |
|
|
$ |
1.29 |
|
|
$ |
1.11 |
|
Diluted |
|
|
1.43 |
|
|
|
1.25 |
|
|
|
1.08 |
|
Weighted average common shares: |
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
38,477 |
|
|
|
36,071 |
|
|
|
34,132 |
|
Effect of dilutive securities: |
|
|
|
|
|
|
|
|
|
|
|
|
Stock options |
|
|
872 |
|
|
|
830 |
|
|
|
715 |
|
Convertible debentures |
|
|
372 |
|
|
|
372 |
|
|
|
405 |
|
|
|
|
|
|
|
|
|
|
|
Diluted |
|
|
39,721 |
|
|
|
37,273 |
|
|
|
35,252 |
|
|
|
|
|
|
|
|
|
|
|
63
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements, continued
Income tax expense (benefit) for the years ended December 31, 2005, 2004 and 2003 is as follows
(in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2004 |
|
|
2003 |
|
Current |
|
$ |
34,725 |
|
|
$ |
25,945 |
|
|
$ |
21,413 |
|
Deferred |
|
|
(3,064 |
) |
|
|
(1,048 |
) |
|
|
(1,046 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total income tax expense |
|
$ |
31,661 |
|
|
$ |
24,897 |
|
|
$ |
20,367 |
|
|
|
|
|
|
|
|
|
|
|
The differences between the provision for income taxes and the amount computed
by applying the statutory federal
income tax rate (of 35%) to income before income taxes are as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2004 |
|
|
2003 |
|
Pretax earnings at statutory rates |
|
$ |
30,941 |
|
|
$ |
25,021 |
|
|
$ |
20,470 |
|
Add (deduct): |
|
|
|
|
|
|
|
|
|
|
|
|
State taxes, net of federal benefit |
|
|
2,027 |
|
|
|
1,591 |
|
|
|
917 |
|
Tax-exempt interest revenue |
|
|
(848 |
) |
|
|
(868 |
) |
|
|
(1,149 |
) |
Nondeductible interest expense |
|
|
95 |
|
|
|
67 |
|
|
|
95 |
|
Tax credits |
|
|
(335 |
) |
|
|
(271 |
) |
|
|
(193 |
) |
Other |
|
|
(219 |
) |
|
|
(643 |
) |
|
|
227 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
31,661 |
|
|
$ |
24,897 |
|
|
$ |
20,367 |
|
|
|
|
|
|
|
|
|
|
|
The following summarizes the sources and expected tax consequences of future
taxable deductions (revenue) which
comprise the net deferred tax asset at December 31, 2005 and 2004, which is included in other
assets (in thousands):
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2004 |
|
Deferred tax assets: |
|
|
|
|
|
|
|
|
Allowances for loan losses |
|
$ |
20,483 |
|
|
$ |
17,808 |
|
Accrued expenses |
|
|
1,344 |
|
|
|
2,632 |
|
Deferred compensation |
|
|
1,968 |
|
|
|
1,130 |
|
Net operating loss and credit carryforwards |
|
|
177 |
|
|
|
437 |
|
Unrealized losses on securities available for sale |
|
|
5,392 |
|
|
|
|
|
Unrealized losses on cash flow hedges |
|
|
1,629 |
|
|
|
256 |
|
Other |
|
|
42 |
|
|
|
12 |
|
|
|
|
|
|
|
|
|
Total deferred tax assets |
|
|
31,035 |
|
|
|
22,275 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax liabilities: |
|
|
|
|
|
|
|
|
Unrealized investment securities gains |
|
|
|
|
|
|
1,999 |
|
Premises and equipment |
|
|
4,002 |
|
|
|
5,452 |
|
Acquired intangible assets |
|
|
3,915 |
|
|
|
3,534 |
|
|
|
|
|
|
|
|
|
Total deferred tax liabilities |
|
|
7,917 |
|
|
|
10,985 |
|
|
|
|
|
|
|
|
|
Net deferred tax asset |
|
$ |
23,118 |
|
|
$ |
11,290 |
|
|
|
|
|
|
|
|
During 2005, 2004 and 2003, United made income tax payments of approximately $22.7
million, $26.5 million and $20.5 million, respectively.
At December 31, 2005, United had state tax loss carryforwards of approximately $2.9 million and
federal tax loss carryforwards of approximately $184,000. The state tax loss carryforwards
begin to expire in 2020 and the federal tax loss carry forwards begin to expire in 2024, if not
previously utilized.
64
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements, continued
(15) |
|
Employee Benefit Plans |
United offers a defined contribution 401(k) and Profit Sharing Plan (Plan) that covers
substantially all employees meeting certain minimum service requirements. The Plan allows
employees to make pre-tax contributions to the Plan and United matches these employee
contributions dollar-for-dollar up to 5% of eligible compensation, subject to Plan and
regulatory limits. United also makes discretionary profit sharing contributions of up to 3.5%
of eligible compensation based on earnings performance. Employees begin to receive matching
contributions after completing one year of service and benefits vest after three years of
service. Uniteds Plan is administered in accordance with applicable laws and regulations.
Compensation expense related to the Plan totaled $4,234,000, $3,185,000 and $2,897,000 in 2005,
2004 and 2003, respectively. The Plan allows employees to choose to invest among a number of
investment options, including Uniteds common stock. During 2005, the Plan purchased 24,857
shares directly from United at the average of the high and low stock price on the date of
purchase. The Plan did not purchase any shares directly from United in 2004 and 2003.
United provides defined post-retirement benefits to certain executive officers and other key
employees. Prior to January 1, 2004, those benefits were provided through an indexed
retirement plan that provided split-dollar death benefits to the named beneficiaries of covered
employees in addition to an annual post-retirement benefit. Effective January 1, 2004, United
terminated the indexed retirement plan and split-dollar benefit and replaced it with a modified
retirement plan that provides a defined post-retirement benefit to covered employees. The
insurance policies that provided the split-dollar benefits is classified as Bank Owned Life
Insurance. At December 31, 2005 and 2004, the cash surrender value of the insurance policies
was approximately $21.5 million and $20.8 million, respectively, and is included in other
assets in the consolidated balance sheet. Expenses incurred for these post-retirement benefits
were approximately $1,044,000, $675,000 and $624,000 for 2005, 2004 and 2003, respectively.
On October 21, 2004, United entered into a deferred compensation plan for its executive
officers and certain other key employees and members of the holding companys Board of
Directors. The deferred compensation plan provides for the pre-tax deferral of compensation,
fees and other specified benefits. The deferred compensation plan permits each participant to
elect to defer a portion of his or her base salary or bonus and permits each director
participant to elect to defer all or a portion of his or her directors fees. Further, the
deferred compensation plan allows for additional contributions by an employee, with matching
contributions by United, for amounts that exceed the allowable amounts under the tax-qualified
401(k) plan. During 2005 and 2004, United recognized $151,000 and $117,000, respectively, in
matching contributions for this provision of the deferred compensation plan. The Board of
Directors may elect to make a discretionary contribution to any or all participants.
Capital Requirements
United and the Banks are subject to various regulatory capital requirements administered by the
federal banking agencies. Failure to meet minimum capital requirements can initiate certain
mandatory, and possibly additional discretionary, action by regulators that, if undertaken,
could have a direct material effect on the financial statements. Under capital adequacy
guidelines and the regulatory framework for prompt corrective action, United and the Banks must
meet specific capital guidelines that involve quantitative measures of the Banks assets,
liabilities, and certain off-balance sheet items as calculated under regulatory accounting
practices. The capital amounts and classification are also subject to qualitative judgments by
the regulators about components, risk weightings, and other factors.
Quantitative measures (as defined) established by regulation to ensure capital adequacy require
United and the Banks to maintain minimum amounts and ratios of total and Tier I capital to
risk-weighted assets, and of Tier I capital to average assets.
As of December 31, 2005 and 2004, the Banks were categorized as well capitalized under the
regulatory framework for prompt corrective action. To be categorized as well capitalized, the
Banks must exceed the well capitalized guideline ratios, as set forth in the table, and meet
certain other requirements. Management believes that the Banks exceed all well capitalized
requirements, and there have been no conditions or events since year-end that would change the
status of well capitalized. The regulatory designation of well capitalized under prompt
corrective action regulations is not applicable to United (a bank holding company). However,
Regulation Y defines well capitalized for a bank holding company for the purpose of
determining eligibility for a streamlined review process for acquisition proposals. For such
purposes, well capitalized requires United to maintain a minimum Tier I risk-based capital
ratio of 6% and a minimum Total risk-based capital ratio of 10%.
65
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements, continued
(16) |
|
Regulatory Matters, continued |
Minimum amounts required for capital adequacy purposes and to be well capitalized under prompt
corrective action provisions are presented below for United and its significant subsidiaries
(dollars in thousands).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Regulatory |
|
|
United |
|
|
|
|
|
|
|
|
|
|
North |
|
|
|
Guidelines |
|
|
(consolidated) |
|
|
Georgia |
|
|
Carolina |
|
|
|
|
|
|
|
Well |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Minimum |
|
|
Capitalized |
|
|
2005 |
|
|
2004 |
|
|
2005 |
|
|
2004 |
|
|
2005 |
|
|
2004 |
|
Risk-based ratios: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tier I capital |
|
|
4.0 |
% |
|
|
6.0 |
% |
|
|
8.9 |
% |
|
|
8.3 |
% |
|
|
8.3 |
% |
|
|
9.2 |
% |
|
|
9.5 |
% |
|
|
8.6 |
|
Total capital |
|
|
8.0 |
|
|
|
10.0 |
|
|
|
11.5 |
|
|
|
11.3 |
|
|
|
11.2 |
|
|
|
11.0 |
|
|
|
11.9 |
|
|
|
11.1 |
|
Leverage ratio |
|
|
3.0 |
|
|
|
5.0 |
|
|
|
7.3 |
|
|
|
6.9 |
|
|
|
6.9 |
|
|
|
7.5 |
|
|
|
6.5 |
|
|
|
6.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tier I capital |
|
|
|
|
|
|
|
|
|
$ |
410,487 |
|
|
$ |
319,852 |
|
|
$ |
306,833 |
|
|
$ |
264,115 |
|
|
$ |
65,976 |
|
|
$ |
57,735 |
|
Total capital |
|
|
|
|
|
|
|
|
|
|
533,682 |
|
|
|
436,648 |
|
|
|
414,469 |
|
|
|
314,073 |
|
|
|
82,601 |
|
|
|
73,953 |
|
Cash, Dividend, Loan and Other Restrictions
At December 31, 2005 and 2004, the Banks were required by the Federal Reserve Bank to maintain
reserve cash balances of $53 million and $37 million, respectively. Federal and state banking
regulations place certain restrictions on dividends paid by the Banks to United. At December
31, 2005, the Banks had approximately $40 million of retained earnings available for
distribution to United in the form of dividends without requesting regulatory approval.
The Federal Reserve Act requires that extensions of credit by the Banks to certain affiliates,
including United, be secured by specific collateral, that the extension of credit to any one
affiliate be limited to 10% of capital and surplus (as defined), and that extensions of credit
to all such affiliates be limited to 20% of capital and surplus.
(17) |
|
Commitments and Contingencies |
United and the Banks are parties to financial instruments with off-balance-sheet risk in the
normal course of business to meet the financing needs of their customers. These financial
instruments include commitments to extend credit and letters of credit. These instruments
involve, to varying degrees, elements of credit risk in excess of the amount recognized in the
balance sheet. The contract amounts of these instruments reflect the extent of involvement the
Banks have in particular classes of financial instruments.
The exposure to credit loss in the event of nonperformance by the other party to the financial
instrument for commitments to extend credit and letters of credit written is represented by the
contractual amount of these instruments. United uses the same credit policies in making
commitments and conditional obligations as for on-balance-sheet instruments. In most cases,
collateral or other security is required to support financial instruments with credit risk.
The following table summarizes, as of December 31, 2005 and 2004, the contract amount of
off-balance sheet instruments (in thousands):
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2004 |
|
Financial instruments whose contract amounts represent credit risk: |
|
|
|
|
|
|
|
|
Commitments to extend credit |
|
$ |
928,420 |
|
|
$ |
667,524 |
|
Commercial letters of credit |
|
|
25,008 |
|
|
|
14,665 |
|
Commitments to extend credit are agreements to lend to a customer as long as there is no
violation of any condition established in the contract. Commitments generally have fixed
expiration dates or other termination clauses and may require payment of a fee. Since many of
the commitments may expire without being drawn upon, the total commitment amounts do not
necessarily represent future cash requirements. United evaluates each customers
creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed
necessary, upon extension of credit is based on managements credit evaluation. Collateral held
varies, but may include unimproved and improved real estate, certificates of deposit, personal
property or other acceptable collateral.
66
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements, continued
(17) |
|
Commitments and Contingencies, continued |
Commercial letters of credit are issued to facilitate commerce and typically result in the
commitment being drawn on when the underlying transaction is consummated between the customer
and the third party. Those guarantees are primarily issued to local businesses. The credit
risk involved in issuing letters of credit is essentially the same as that involved in
extending loan facilities to customers. The Banks hold real estate, certificates of deposit,
and other acceptable collateral as security supporting those commitments for which collateral
is deemed necessary. The extent of collateral held for those commitments varies.
United, in the normal course of business, is subject to various pending and threatened lawsuits
in which claims for monetary damages are asserted. Although it is not possible to predict the
outcome of these lawsuits, or the range of any possible loss, management, after consultation
with legal counsel, does not anticipate that the ultimate aggregate liability, if any, arising
from these lawsuits will have a material adverse effect on Uniteds financial position or
results of operations.
United may issue preferred stock in one or more series, up to a maximum of 10,000,000 shares.
Each series shall include the number of shares issued, preferences, special rights and
limitations as determined by the Board of Directors. At December 31, 2005 and 2004, there were
32,200 and 44,800, respectively, preferred shares issued and outstanding, which were issued as
Series A non-cumulative preferred stock. The dividend rate of the preferred stock is 6% per
annum, provided a dividend has been declared for the common shares. The holders of the
preferred stock maintain a liquidation preference to the common stockholder. The preferred
stock has no voting rights and United may redeem the preferred stock for an amount equal to the
stated value plus the accrued dividend.
(19) |
|
Stockholders Equity |
Uniteds Board of Directors has authorized the repurchase of Uniteds outstanding common stock
for general corporate purposes. At December 31, 2005, 1,000,000 shares may be repurchased
under the current authorization through December 31, 2007.
In 2005, United issued 1,552,500 shares of common stock in a public offering. The new shares
were issued at a price of $27.75 per share. The total net proceeds from the offering were
$40.5 million, net of $2.6 million in issuance costs, and will be used to support growth
opportunities and for general corporate purposes. Also in 2005, United formed a Dividend
Reinvestment and Stock Purchase Plan that allows participants who already own Uniteds common
stock to purchase additional shares directly from the company. The Plan also allows
participants to automatically reinvest their quarterly dividends in additional shares of common
stock without a commission. During 2005, 15,852 shares were issued to the Dividend
Reinvestment and Stock Purchase Plan.
In 2005, United began offering its common stock as an investment option in its deferred
compensation plan. The common stock component is accounted for as an equity instrument and is
reflected in the consolidated balance sheet as common stock issuable. The deferred
compensation plan does not allow for diversification once an election is made to invest in
company stock and settlement must be accomplished in shares at the time the deferral period is
completed. At December 31, 2005, United had 9,948 shares of its common stock that were
issuable under the deferred compensation plan.
In 2000, the shareholders approved the 2000 Key Employee Stock Option Plan (2000 Plan). Under
the original terms of the 2000 Plan, awards of 1,470,000 options, restricted stock awards,
stock awards, performance share awards or stock appreciation rights could be granted for shares
of Uniteds common stock. Options granted under the 2000 Plan can have an exercise price no
less than the fair market value at the date of grant. Effective April 28, 2004, the plan was
amended to increase the number of awards available for grant as of December 31, 2003 to
1,650,000. The number of awards available for grant is adjusted proportionately with the
change in the number of shares outstanding. The general terms of the 2000 plan include a
vesting period (usually four years) with an exercisable period not to exceed ten years. As of
December 31, 2005, approximately 1,159,000 awards could be granted under the 2000 Plan.
Certain acquired companies have had stock option plans for their key employees that had
provisions similar to Uniteds plan. Options under acquired plans were converted at the
exchange ratio effective for common shares. Options outstanding under the plans are reflected
in the following table as being assumed through acquisition. No options are available for
grant under any of the acquired plans.
67
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements, continued
(19) Stockholders Equity, continued
Options outstanding and activity for the years ended December 31, 2005, 2004 and 2003 consisted
of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2004 |
|
|
2003 |
|
|
|
|
|
|
|
Weighted Avg. |
|
|
|
|
|
|
Weighted Avg. |
|
|
|
|
|
|
Weighted Avg. |
|
|
|
Shares |
|
|
Exercise Price |
|
|
Shares |
|
|
Exercise Price |
|
|
Shares |
|
|
Exercise Price |
|
Beginning of year |
|
|
2,118,666 |
|
|
$ |
14.28 |
|
|
|
1,933,106 |
|
|
$ |
12.56 |
|
|
|
2,273,108 |
|
|
$ |
10.46 |
|
Granted |
|
|
442,950 |
|
|
|
22.76 |
|
|
|
323,104 |
|
|
|
24.12 |
|
|
|
500,250 |
|
|
|
16.53 |
|
Assumed through
acquisitions |
|
|
|
|
|
|
|
|
|
|
91,841 |
|
|
|
6.97 |
|
|
|
99,278 |
|
|
|
19.20 |
|
Exercised |
|
|
(306,888 |
) |
|
|
10.81 |
|
|
|
(199,035 |
) |
|
|
9.47 |
|
|
|
(707,846 |
) |
|
|
8.81 |
|
Cancelled |
|
|
(34,388 |
) |
|
|
20.51 |
|
|
|
(30,350 |
) |
|
|
18.87 |
|
|
|
(231,684 |
) |
|
|
14.86 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
End of year |
|
|
2,220,340 |
|
|
$ |
16.36 |
|
|
|
2,118,666 |
|
|
$ |
14.28 |
|
|
|
1,933,106 |
|
|
$ |
12.56 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following is a summary of stock options outstanding at December 31, 2005:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options Outstanding |
|
|
Options Exercisable |
|
|
|
|
|
|
|
Weighted |
|
|
Average |
|
|
|
|
|
|
Weighted |
|
Shares |
|
Range |
|
|
Average Price |
|
|
Remaining Life |
|
|
Shares |
|
|
Average Price |
|
260,415 |
|
$ |
1.00 - 10.00 |
|
|
$ |
7.54 |
|
|
2.8 years |
|
|
260,415 |
|
|
$ |
7.54 |
|
222,310 |
|
|
10.01 - 12.50 |
|
|
|
11.70 |
|
|
5.3 years |
|
|
219,850 |
|
|
|
11.69 |
|
555,435 |
|
|
12.51 - 15.00 |
|
|
|
12.96 |
|
|
5.2 years |
|
|
488,145 |
|
|
|
12.96 |
|
415,880 |
|
|
15.01 - 17.50 |
|
|
|
16.42 |
|
|
7.3 years |
|
|
204,976 |
|
|
|
16.42 |
|
312,050 |
|
|
17.51 - 22.50 |
|
|
|
21.96 |
|
|
9.1 years |
|
|
23,250 |
|
|
|
18.82 |
|
454,250 |
|
|
22.51 - 30.00 |
|
|
|
23.93 |
|
|
8.7 years |
|
|
72,286 |
|
|
|
24.17 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,220,340 |
|
$ |
1.00 - 30.00 |
|
|
$ |
16.36 |
|
|
6.6 years |
|
|
1,268,922 |
|
|
$ |
12.93 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In 2005 and 2004, respectively, United awarded 55,024 and 20,300 restricted stock awards
to employees under the 2000 Plan. In general, restrictions on shares granted to employees
expire within the vesting period of the award which ranges from 8 to 60 months. The
weighted-average grant-date fair value of restricted share awards granted in 2005 and 2004 was
$22.82 and $24.66, respectively. At December 31, 2005, 70,512 restricted shares remain
unvested. Compensation expense of $595,000 and $68,000, respectively, was recorded in 2005 and
2004 related to restricted share awards.
The table below shows the components of accumulated other comprehensive income at December 31,
2005 and 2004 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2004 |
|
Unrealized (losses) gains on securities available for sale, net of tax |
|
$ |
(9,286 |
) |
|
$ |
3,263 |
|
Unrealized losses on derivative financial instruments
qualifying as cash flow hedges , net of tax |
|
|
(2,559 |
) |
|
|
(403 |
) |
|
|
|
|
|
|
|
Accumulated other comprehensive (loss) income |
|
$ |
(11,845 |
) |
|
$ |
2,860 |
|
|
|
|
|
|
|
|
(20) |
|
Fair Value of Financial Instruments |
United
uses the following methods to estimate the fair value of financial
instruments:
For financial instruments that have quoted market prices, those quotes are used to determine
fair value. Financial instruments that have no defined maturity, have a remaining maturity of
180 days or less, or reprice frequently to a market rate, are assumed to have a fair value that
approximates reported book value, after taking into consideration any applicable credit risk.
If no market quotes are available, financial instruments are valued by discounting the expected
cash flows using an estimated current market interest rate for the financial instrument. For
off-balance sheet derivative instruments, fair value is estimated as the amount that United
would receive or pay to terminate the contracts at the reporting date, taking into account the
current unrealized gains or losses on open contracts.
68
UNITED
COMMUNITY BANKS, INC. AND SUBSIDIARIES Notes to
Consolidated Financial Statements, continued
(20) Fair Value of Financial Instruments, continued
The short maturity of Uniteds assets and liabilities results in having a significant number
of financial instruments whose fair value equals or closely approximates carrying value. Such
financial instruments are reported in the following balance sheet captions: cash and cash
equivalents, mortgage loans held for sale, federal funds purchased and repurchase agreements.
Fair value of securities available for sale equals the balance sheet value. As of December
31, 2005 and 2004, the fair value of interest rate contracts used for balance sheet management
was a payable of approximately $4.2 million and $659,000, respectively.
Fair value estimates are made at a specific point in time, based on relevant market
information and information about the financial instrument. These estimates do not reflect the
premium or discount on any particular financial instrument that could result from the sale of
Uniteds entire holdings. Because no ready market exists for a significant portion of Uniteds
financial instruments, fair value estimates are based on many judgments. These estimates are
subjective in nature and involve uncertainties and matters of significant judgment and
therefore cannot be determined with precision. Changes in assumptions could significantly
affect the estimates.
Fair value estimates are based on existing on and off-balance sheet financial instruments
without attempting to estimate the value of anticipated future business and the value of
assets and liabilities that are not considered financial instruments. Significant assets and
liabilities that are not considered financial instruments include the mortgage banking
operation, brokerage network, deferred income taxes, premises and equipment and goodwill. In
addition, the tax ramifications related to the realization of the unrealized gains and losses
can have a significant effect on fair value estimates and have not been considered in the
estimates.
Off balance sheet instruments (commitments to extend credit and standby letters of credit) are
generally short-term and at variable rates. Therefore, both the carrying amount and the
estimated fair value associated with these instruments are immaterial.
The carrying amount and fair values for other financial instruments included in Uniteds
balance sheet at December 31, 2005 and 2004 are as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
2004 |
|
|
Carrying |
|
|
|
|
|
Carrying |
|
|
|
|
Amount |
|
Fair Value |
|
Amount |
|
Fair Value |
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans, net |
|
$ |
4,344,691 |
|
|
$ |
4,342,651 |
|
|
$ |
3,687,709 |
|
|
$ |
3,698,806 |
|
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits |
|
|
4,477,600 |
|
|
|
4,463,517 |
|
|
|
3,680,516 |
|
|
|
3,696,071 |
|
Federal Home Loan Bank advances |
|
|
635,616 |
|
|
|
636,390 |
|
|
|
737,947 |
|
|
|
753,699 |
|
Long-term debt |
|
|
111,869 |
|
|
|
126,918 |
|
|
|
111,869 |
|
|
|
124,304 |
|
69
UNITED COMMUNITY BANKS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements, continued
(21) Condensed Financial Statements of United Community Banks, Inc. (Parent Only), continued
Statement of Income
For the Years Ended December 31, 2005, 2004 and 2003
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2004 |
|
|
2003 |
|
Dividends from subsidiaries |
|
$ |
26,500 |
|
|
$ |
18,000 |
|
|
$ |
18,000 |
|
Other |
|
|
5,861 |
|
|
|
4,284 |
|
|
|
8,424 |
|
|
|
|
|
|
|
|
|
|
|
Total income |
|
|
32,361 |
|
|
|
22,284 |
|
|
|
26,424 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest |
|
|
8,795 |
|
|
|
8,344 |
|
|
|
6,717 |
|
Other |
|
|
6,461 |
|
|
|
6,782 |
|
|
|
7,684 |
|
|
|
|
|
|
|
|
|
|
|
Total expenses |
|
|
15,256 |
|
|
|
15,126 |
|
|
|
14,401 |
|
Income tax benefit |
|
|
3,365 |
|
|
|
3,770 |
|
|
|
2,188 |
|
|
|
|
|
|
|
|
|
|
|
Income before equity in undistributed income of subsidiaries |
|
|
20,470 |
|
|
|
10,928 |
|
|
|
14,211 |
|
|
Equity in undistributed income of subsidiaries |
|
|
36,272 |
|
|
|
35,663 |
|
|
|
23,907 |
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
56,742 |
|
|
$ |
46,591 |
|
|
$ |
38,118 |
|
|
|
|
|
|
|
|
|
|
|
Balance Sheet
As of December 31, 2005 and 2004
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2004 |
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash |
|
$ |
4,805 |
|
|
$ |
7,144 |
|
Investment in subsidiaries |
|
|
499,353 |
|
|
|
474,283 |
|
Investment in subordinated notes issued by subsidiaries |
|
|
73,000 |
|
|
|
23,000 |
|
Other assets |
|
|
26,186 |
|
|
|
14,708 |
|
|
|
|
|
|
|
|
Total assets |
|
$ |
603,344 |
|
|
$ |
519,135 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subordinated debentures |
|
$ |
111,869 |
|
|
$ |
111,869 |
|
Other borrowings |
|
|
1,300 |
|
|
|
4,510 |
|
Other liabilities |
|
|
17,489 |
|
|
|
5,668 |
|
|
|
|
|
|
|
|
Total liabilities |
|
|
130,658 |
|
|
|
122,047 |
|
Stockholders equity |
|
|
472,686 |
|
|
|
397,088 |
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity |
|
$ |
603,344 |
|
|
$ |
519,135 |
|
|
|
|
|
|
|
|
70
UNITED
COMMUNITY BANKS, INC. AND SUBSIDIARIES Notes to
Consolidated Financial Statements, continued
(21) Condensed Financial Statements of United Community Banks, Inc. (Parent Only), continued
Statement of Cash Flows
For the Years Ended December 31, 2005, 2004 and 2003
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2004 |
|
|
2003 |
|
Operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
56,742 |
|
|
$ |
46,591 |
|
|
$ |
38,118 |
|
Adjustments to reconcile net income to net cash provided
by operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Equity in undistributed income of the subsidiaries |
|
|
(36,272 |
) |
|
|
(35,663 |
) |
|
|
(23,907 |
) |
Depreciation, amortization and accretion |
|
|
1,313 |
|
|
|
792 |
|
|
|
882 |
|
Change in assets and liabilities, net of effects of purchase acquisitions: |
|
|
|
|
|
|
|
|
|
|
|
|
Other assets |
|
|
(12,151 |
) |
|
|
2,309 |
|
|
|
(6,832 |
) |
Other liabilities |
|
|
12,330 |
|
|
|
(412 |
) |
|
|
(1,816 |
) |
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
21,962 |
|
|
|
13,617 |
|
|
|
6,445 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing activities, net of effects of purchase acquisitions: |
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of premises and equipment |
|
|
(48 |
) |
|
|
(45 |
) |
|
|
(33 |
) |
Investment in subsidiaries |
|
|
(3,500 |
) |
|
|
(6,000 |
) |
|
|
(1,500 |
) |
Purchases of subordinated notes issued by subsidiaries |
|
|
(50,000 |
) |
|
|
|
|
|
|
(23,000 |
) |
Net cash paid for acquisitions |
|
|
|
|
|
|
(4,274 |
) |
|
|
(8,969 |
) |
Purchases of securities available for sale |
|
|
|
|
|
|
(40 |
) |
|
|
(755 |
) |
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities |
|
|
(53,548 |
) |
|
|
(10,359 |
) |
|
|
(34,257 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing activities, net of effects of purchase acquisitions: |
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from issuance of subordinated debt |
|
|
|
|
|
|
|
|
|
|
35,000 |
|
Net change in other borrowings |
|
|
(3,210 |
) |
|
|
(44,986 |
) |
|
|
43,085 |
|
Proceeds from exercise of stock options |
|
|
1,825 |
|
|
|
1,259 |
|
|
|
6,322 |
|
Proceeds from issuance of common stock |
|
|
41,641 |
|
|
|
|
|
|
|
|
|
Retirement of preferred stock |
|
|
(126 |
) |
|
|
(111 |
) |
|
|
(1,167 |
) |
Purchase of treasury stock |
|
|
|
|
|
|
|
|
|
|
(6,237 |
) |
Cash dividends on common stock |
|
|
(10,860 |
) |
|
|
(8,372 |
) |
|
|
(6,545 |
) |
Cash dividends on preferred stock |
|
|
(23 |
) |
|
|
(9 |
) |
|
|
(66 |
) |
|
|
|
|
|
|
|
|
|
|
Net cash provided (used) by financing activities |
|
|
29,247 |
|
|
|
(52,219 |
) |
|
|
70,392 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in cash |
|
|
(2,339 |
) |
|
|
(48,961 |
) |
|
|
42,580 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash at beginning of year |
|
|
7,144 |
|
|
|
56,105 |
|
|
|
13,525 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash at end of year |
|
$ |
4,805 |
|
|
$ |
7,144 |
|
|
$ |
56,105 |
|
|
|
|
|
|
|
|
|
|
|
71
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
During the past two years, United did not change accountants nor have any disagreements with
its accountants on any matters of accounting principles or practices or financial statement
disclosure.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Uniteds management, including the Chief Executive Officer and Chief Financial Officer,
supervised and participated in an evaluation of the companys disclosure controls and procedures as
of December 31, 2005.
Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have
concluded that the disclosure controls and procedures were effective in accumulating and
communicating information to management, including the Chief Executive Officer and Chief Financial
Officer, as appropriate to allow timely decisions regarding disclosures of that information under
the Securities and Exchange Commissions rules and forms and that the disclosure controls and
procedures are designed to ensure that the information required to be disclosed in reports that are
filed or submitted under the Act is recorded, processed, summarized and reported within the time
periods specified.
Changes in Internal Control Over Financial Reporting
No changes were made to Uniteds internal control over financial reporting during the last
fiscal quarter that materially affected, or are reasonably likely to materially affect, Uniteds
internal control over financial reporting.
Managements Report on Internal Control Over Financial Reporting
Uniteds management is responsible for establishing and maintaining adequate internal control
over financial reporting. Managements assessment of the effectiveness of Uniteds internal
control over financial reporting as of December 31, 2005 is included in Item 8 of this Report under
the heading Managements Report on Internal Controls Over Financial Reporting.
ITEM 9B. OTHER INFORMATION
There were no items required to be reported on Form 8-K during the fourth quarter of 2005 that
were not reported on Form 8-K.
72
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF UNITED
The information contained under the headings Information Regarding Nominees and Other
Directors, Code of Ethical Conduct and Section 16(a) Beneficial Ownership Reporting Compliance
in the Proxy Statement to be used in connection with the solicitation of proxies for Uniteds 2006
Annual Meeting of Shareholders, to be filed with the SEC, is incorporated herein by reference.
Pursuant to instruction 3 to paragraph (b) of Item 401 of Regulation S-K, information relating to
the executive officers of United is included in Item 1 of this Report.
ITEM 11. EXECUTIVE COMPENSATION
The information contained under the heading Executive Compensation in the Proxy Statement to
be used in connection with the solicitation of proxies for Uniteds 2006 Annual Meeting of
Shareholders, to be filed with the SEC, is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
The information contained under the heading Principal and Management Shareholders and
Equity Compensation Awards in the Proxy Statement to be used in connection with the solicitation
of proxies for Uniteds 2006 Annual Meeting of Shareholders, to be filed with the SEC, is
incorporated herein by reference. For purposes of determining the aggregate market value of
Uniteds voting stock held by nonaffiliates, shares held by all directors and executive officers of
United have been excluded. The exclusion of such shares is not intended to, and shall not,
constitute a determination as to which persons or entities may be Affiliates of United as defined
by the Commission.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information contained under the heading Certain Relationships and Related Transactions
in the Proxy Statement to be used in connection with the solicitation of proxies for Uniteds 2006
Annual Meeting of Shareholders, to be filed with the SEC, is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The information contained under the heading Independent Registered Public Accounting Firm in
the Proxy Statement to be used in connection with the solicitation of proxies for Uniteds 2006
Annual Meeting of Shareholders, to be filed with the SEC, is incorporated herein by reference.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
|
|
|
|
|
|
(a)
|
|
|
1. |
|
|
Financial Statements. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following consolidated financial statements are located in Item 8 of this Report: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Report of Independent Registered Public Accounting Firm on Managements Assessment of Internal Controls |
|
|
|
|
|
|
Report of Independent Registered Public Accounting Firm |
|
|
|
|
|
|
Consolidated Statement of Income - Years ended December 31, 2005, 2004, and 2003 |
|
|
|
|
|
|
Consolidated Balance Sheet - December 31, 2005 and 2004 |
|
|
|
|
|
|
Consolidated Statement of Changes
in Stockholders Equity - Years ended December 31, 2005, 2004, and 2003 |
|
|
|
|
|
|
Consolidated Statement of Cash
Flows - Years ended December 31, 2005, 2004, and 2003 |
|
|
|
|
|
|
Notes to Consolidated Financial Statements |
73
|
2. |
|
Financial Statement Schedules. |
|
|
|
Schedules to the consolidated financial statements are omitted, as the required
information is not applicable. |
|
|
|
The following exhibits are required to be filed with this Report on Form 10-K by Item
601 of Regulation S-K: |
|
|
|
Exhibit No. |
|
Exhibit |
|
3.1
|
|
Restated Articles of Incorporation of United Community Banks,
Inc., (incorporated herein by reference to Exhibit 3.1 to United
Community Banks, Inc.s Quarterly Report on Form 10-Q for the
quarter ended June 30, 2001, File No. 0-21656, filed with the
Commission on August 14, 2001). |
|
|
|
3.2
|
|
Amendment to the Restated Articles of Incorporation of United
Community Banks, Inc. (incorporated herein by reference to
Exhibit 3.3 to United Community Banks, Inc.s Registration
Statement on Form S-4, File No. 333-118893, filed with the
Commission on September 9, 2004). |
|
|
|
3.3
|
|
Amended and Restated Bylaws of United Community Banks, Inc.,
dated September 12, 1997 (incorporated herein by reference to
Exhibit 3.1 to United Community Banks, Inc.s Annual Report on
Form 10-K, for the year ended December 31, 1997, File No.
0-21656, filed with the Commission on March 27, 1998). |
|
|
|
4.1
|
|
See Exhibits 3.1, 3.2 and 3.3 for provisions of the Restated
Articles of Incorporation, as amended, and Amended and Restated
Bylaws, which define the rights of the Shareholders. |
|
|
|
10.1
|
|
United Community Banks, Inc.s 1995 Key Employee Stock Option
Plan (incorporated herein by reference to Exhibit 10.3 to United
Community Banks, Inc.s Annual Report on Form 10-K for the year
ended December 31, 1994, File No. 0-21656).* |
|
|
|
10.2
|
|
United Community Banks, Inc.s Profit Sharing Plan, dated as of
March 9, 2001 (incorporated herein by reference to Exhibit 4.3 to
United Community Banks, Inc.s Registration Statement on Form
S-8, File No. 333-86876, filed with the Commission on April 24,
2002).* |
|
|
|
10.3
|
|
Amendment No. 1 to United Community Banks, Inc.s Profit Sharing
Plan, dated as of March 15, 2002 (incorporated herein by
reference to Exhibit 4.4 to United Community Banks, Inc.s
Registration Statement on Form S-8, File No. 333-86876, filed
with the Commission on April 24, 2002).* |
|
|
|
10.4
|
|
United Community Banks, Inc.s 2000 Key Employee Stock Option
Plan (incorporated herein by reference to Exhibit 4.3 to United
Community Banks, Inc.s Registration Statement on Form S-8, File
No. 333-99849, filed with the Commission on September 19, 2002).* |
74
|
|
|
Exhibit No. |
|
Exhibit |
|
10.5
|
|
Amendment to United Community Banks, Inc. 2000 Key Employee Stock
Option Plan, dated March 5, 2004 (incorporated herein by
reference to United Community Banks, Inc.s Registration
Statement on Form S-4, filed on September 9, 2004).* |
|
|
|
10.6
|
|
Loan and Stock Pledge Agreement dated June 27, 2003, as amended
and restated as of October 30, 2003, by and between United
Community Banks, Inc. and The Bankers Bank (incorporated herein
by reference to Exhibit 10.5 to United Community Banks, Inc.s
Annual Report on Form 10-K for the year ended December 31, 2003,
File No. 0-21656, filed with the Commission on March 8, 2004). |
|
|
|
10.7
|
|
Split-Dollar Agreement between United and Jimmy C. Tallent dated
June 1, 1994 (incorporated herein by reference to Exhibit 10.11
to United Community Banks, Inc.s Annual Report on Form 10-K for
the year ended December 31, 1994, File No. 0-21656).* |
|
|
|
10.8
|
|
Form of Change of Control Severance Agreement by and between
United Community Banks, Inc. and Jimmy C. Tallent, Thomas C.
Gilliland and Ray K. Williams (incorporated herein by reference
to Exhibit 10.1 to United Community Banks, Inc.s Quarterly
Report on Form 10-Q for the quarter ended June 30, 2001, File No.
0-21656, filed with the Commission on August 14, 2001).* |
|
|
|
10.9
|
|
Change of Control Severance Agreement by and between United
Community Banks, Inc. and Guy W. Freeman.* |
|
|
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10.10
|
|
Change of Control Severance Agreement by and between United
Community Banks, Inc. and Rex S. Schuette (incorporated herein by
reference to Exhibit 10.11 to United Community Banks, Inc.s
Annual Report on Form 10-K for the year ended December 31, 2001,
File No. 0-21656, filed with the Commission on March 15, 2002).* |
|
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10.11
|
|
Credit Agreement dated August 28, 2003, by and between United
Community Banks, Inc., Marshall & Ilsley Bank and Compass Bank
Bank (incorporated herein by reference to Exhibit 10.25 to United
Community Banks, Inc.s Annual Report on Form 10-K for the year
ended December 31, 2003, File No. 0-21656, filed with the
Commission on March 8, 2004). |
|
|
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10.12
|
|
First Amendment to Credit Agreement date August 28, 2003, by and
between United Community Banks, Inc., Marshall & Ilsley Bank and
Compass Bank. (incorporated here in by reference to Exhibit 10.12
to United Community Banks, Inc.s Annual Report on Form 10-K for
the year ended December 31, 2004, File No. 0-21656, filed with
the commission on March 1, 2005). |
|
|
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10.13
|
|
Second Amendment to Credit Agreement date August 28, 2003, by and
between United Community Banks, Inc., Marshall & Ilsley Bank and
Compass Bank. (incorporated herein by reference to Exhibit 10.13
to United Community Banks, Inc.s Annual Report on Form 10-K for
the year ended December 31, 2004, File No. 0-21656, filed with
the commission on March 1, 2005). |
75
|
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|
Exhibit No. |
|
Exhibit |
|
10.14
|
|
United Community Bank Modified Retirement Plan, effective as of
January 1, 2004 (incorporated herein by reference to Exhibit 10.1
to United Community Banks, Inc.s Quarterly Report on Form 10-Q
for the quarter ended September 30, 2004, File No. 0-21656, filed
with the Commission on November 9, 2004).* |
|
|
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10.15
|
|
United Community Bank Deferred Compensation Plan, effective as of
October 21, 2004 (incorporated herein by reference to Exhibit
10.2 to United Community Banks, Inc.s Quarterly Report on Form
10-Q for the quarter ended September 30, 2004, File No. 0-21656,
filed with the Commission on November 9, 2004).* |
|
|
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10.16
|
|
United Community Banks, Inc. Dividend Reinvestment and Share
Purchase Plan (incorporated) herein by reference to Exhibit Y to
United Community Banks, Inc.s Registration Statement on Form
S-3D, File No. 333-127477, filed with the Commission on August
12, 2005). |
|
|
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10.17
|
|
United Community Banks, Inc., Employee Stock Purchase Plan,
effective as of December 20, 2005 (incorporated herein by
reference to Exhibit 4 to United Community Banks, Inc.s
Registration Statement on Form S-8, File No. 333-130489, filed
with the commission on December 20, 2005). |
|
|
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14
|
|
Code of Ethical Conduct (incorporated herein by reference to
Exhibit 14 to United Community Banks, Inc.s Annual Report on
Form 10-K for the year ended December 31, 2003, File No. 0-21656,
filed with the Commission on March 8, 2004.). |
|
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21
|
|
Subsidiaries of United |
|
|
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23
|
|
Consent of Independent Registered Public Accounting Firm |
|
|
|
24
|
|
Power of Attorney of certain officers and directors of United
(included on Signature Page) |
|
|
|
31.1
|
|
Certification by Jimmy C. Tallent, President and Chief Executive
Officer of United Community Banks, Inc., as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002. |
|
|
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31.2
|
|
Certification by Rex S. Schuette, Executive Vice President and
Chief Financial Officer of United Community Banks, Inc., as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002. |
|
|
|
32
|
|
Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|
|
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* |
|
Management contract or compensatory plan or arrangement required to be filed as an Exhibit to
this Annual Report on Form 10-K pursuant to Item 15(c) of Form 10-K. |
76
SIGNATURES
Pursuant to the requirements of Section 13 or 15(a) of the Securities Exchange Act of 1934,
United has duly caused this Report on Form 10-K to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Blairsville, State of
Georgia, on the
1st day of
March 2006.
|
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UNITED COMMUNITY BANKS, INC. |
|
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(Registrant)
|
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By:
|
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/s/ Jimmy C. Tallent |
|
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Jimmy C. Tallent |
|
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|
President and Chief Executive Officer |
|
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(Principal Executive Officer) |
|
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By:
|
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/s/ Rex S. Schuette |
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Rex S. Schuette |
|
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Executive Vice President and Chief Financial Officer |
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(Principal Financial Officer) |
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By:
|
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/s/ Alan H. Kumler |
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Alan H. Kumler |
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Senior Vice President, Controller and Chief Accounting Officer |
|
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(Principal Accounting Officer) |
POWER OF ATTORNEY AND SIGNATURES
Know all men by these presents, that each person whose signature appears below constitutes and
appoints Jimmy C. Tallent and Robert L. Head, or either of them, as attorney-in-fact, with each
having the power of substitution, for him in any and all capacities, to sign any amendments to this
Report on Form 10-K and to file the same, with exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been
signed below by the following persons on behalf of United in the capacities set forth and on the
28th day of February, 2006.
|
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|
/s/ Jimmy C. Tallent |
|
|
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|
|
|
|
Jimmy C. Tallent |
|
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|
|
President, Chief Executive Officer and Director |
|
|
|
|
(Principal Executive Officer) |
|
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/s/ Robert L. Head, Jr. |
|
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|
|
Robert L. Head, Jr. |
|
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|
Chairman of the Board |
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/s/ W. C. Nelson, Jr. |
|
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W. C. Nelson, Jr. |
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Vice Chairman of the Board |
|
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77
|
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/s/ A. William Bennett |
|
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A. William Bennett |
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Director |
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/s/ Robert Blalock |
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Robert Blalock |
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Director |
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/s/ Guy W. Freeman |
|
|
|
|
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Guy W. Freeman |
|
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Director |
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/s/ Thomas C. Gilliland |
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Thomas C. Gilliland |
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Director |
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/s/ Charles E. Hill |
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Charles E. Hill |
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Director |
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/s/ Hoyt O. Holloway |
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Hoyt O. Holloway |
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Director |
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/s/ Clarence W. Mason, Sr. |
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Clarence W. Mason, Sr. |
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Director |
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/s/ Tim Wallis |
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Tim Wallis |
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Director |
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78
EXHIBIT INDEX
|
|
|
Exhibit No. |
|
Description |
|
10.9
|
|
Change of Control Severance
Agreement by and between United Community Banks, Inc. and Guy W.
Freeman.* |
|
|
|
21
|
|
Subsidiaries of United |
|
|
|
23
|
|
Consent of Independent Registered Public Accounting Firm |
|
|
|
31.1
|
|
Certification by Jimmy C. Tallent, President and Chief Executive
Officer of United Community Banks, Inc., as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002. |
|
|
|
31.2
|
|
Certification by Rex S. Schuette, Executive Vice President and Chief
Financial Officer of United Community Banks, Inc., as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
|
|
32
|
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002 |
79
EX-10.9 CHANGE OF CONTROL SEVERANCE AGREEMENT
Exhibit 10.9
UNITED COMMUNITY BANKS, INC.
CHANGE IN CONTROL SEVERANCE AGREEMENT
THIS AGREEMENT (the Agreement), made and entered into as of this 28 day of February 2006, by
and between UNITED COMMUNITY BANKS, INC., a Georgia Corporation (the Company), and GUY W. FREEMAN
(Executive).
W I T N E S S E T H:
WHEREAS, Executive is a key employee of the Company and an integral part of the Companys
management; and
WHEREAS, the Company desires to assure both itself and its key employees of continuity of
management and objective judgment in the event of any Change in Control of the Company, and to
induce its key employees to remain employed by the Company; and
WHEREAS, the Company desires to provide certain compensation and benefits to Executive in the
event of the termination of his employment under certain circumstances; and
WHEREAS, the Company and Executive have determined it is in their mutual best interests to
enter into this Agreement;
NOW, THEREFORE, the parties hereby agree as follows:
1. TERM OF AGREEMENT.
This Agreement shall commence on the date hereof and shall terminate on the earlier of
Executives termination of employment without entitlement to any benefits hereunder or the date
Executive attains age 75; provided, however, the Agreement may be terminated prior to such time by
mutual written agreement of Executive and the Company. This Agreement shall not be considered an
employment agreement and in no way guarantees Executive the right to continue in the employment of
the Company or its affiliates. Executives employment is considered employment at will, subject to
Executives right to receive payments and benefits upon certain terminations of employment as
provided below.
2. DEFINITIONS. For purposes of this Agreement, the following terms shall have the
meanings specified below:
2.1 Base Salary. Executives annual salary in effect on his Date of Termination or,
if greater, Executives highest rate of annual salary in effect during the six-month period prior
to his Date of Termination.
2.2 Board or Board of Directors. The Board of Directors of the Company,
or its successor.
2.3 Cause. The involuntary termination of Executive by the Company for the
following reasons shall constitute a termination for Cause:
(a) If termination shall have been the result of an act or acts by Executive which have been
found in an applicable court of law to constitute a felony (other than traffic-related offenses);
(b) If termination shall have been the result of an act or acts by Executive which are in the
good faith judgment of the Board determined to be in violation of law or of policies of the Company
and which result in demonstrably material injury to the Company;
(c) If termination shall have been the result of an act or acts of proven or undenied
dishonesty by Executive resulting or intended to result directly or indirectly in significant gain
or personal enrichment to Executive at the expense of the Company; or
(d) Upon the willful and continued failure by Executive substantially to perform his duties
with the Company (other than any such failure resulting from incapacity due to mental or physical
illness not constituting a Disability, as defined herein), after a demand in writing for
substantial performance is delivered by the Board or President, which demand specifically
identifies the manner in which the Board or President believes that Executive has not substantially
performed his duties, and such failure results in demonstrably material injury to the Company.
With respect to clauses (b), (c) or (d) above of this Section, Executive shall not be deemed
to have been involuntarily terminated for Cause unless and until there shall have been delivered to
him a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of
the entire membership of the Board at a meeting of the Board (after reasonable notice to Executive
and an opportunity for him, together with his counsel, to be heard before the Board), finding that,
in the good faith opinion of the Board, Executive was guilty of conduct set forth above in clauses
(b), (c) or (d) and specifying the particulars thereof in detail. For purposes of this Agreement,
no act or failure to act by Executive shall be deemed to be willful unless done or omitted to be
done by Executive not in good faith and without reasonable belief that Executives action or
omission was in the best interests of the Company.
2.4 Change in Control. A Change in Control of the Company means any one of the
following events:
(a) The acquisition (other than from the Company) by any Person of Beneficial Ownership
of twenty percent (20%) or more of the combined voting power of the Companys then
outstanding voting securities; provided, however, that for purposes of this definition,
Person shall not include any person who on June 1, 2001 owned ten percent (10%) or more of
the Companys outstanding securities, and a Change in Control shall not be deemed to occur
solely because twenty percent (20%) or more of the combined voting power of the Companys
then outstanding securities is acquired by (i) a trustee or other fiduciary holding
securities under one (1) or more employee benefit plans maintained by the Company or any of
its subsidiaries, or (ii) any corporation, which, immediately prior to
2
such acquisition, is owned directly or indirectly by the shareholders of the Company in the
same proportion as their ownership of stock in the Company immediately prior to such
acquisition.
(b) Approval by shareholders of the Company of (1) a merger or consolidation involving
the Company if the shareholders of the Company, immediately before such merger or
consolidation do not, as a result of such merger or consolidation, own, directly or
indirectly, more than fifty percent (50%) of the combined voting power of the then
outstanding voting securities of the corporation resulting from such merger or consolidation
in substantially the same proportion as their ownership of the combined voting power of the
voting securities of the Company outstanding immediately before such merger or
consolidation, or (2) a complete liquidation or dissolution of the Company or an agreement
for the sale or other disposition of all or substantially all of the assets of the Company.
(c) A change in the composition of the Board such that the individuals who, as of June
1, 2001, constitute the Board (such Board shall be hereinafter referred to as the Incumbent
Board) cease for any reason to constitute at least a majority of the Board; provided,
however, for purposes of this definition that any individual who becomes a member of the
Board subsequent to June 1, 2001 whose election, or nomination for election by the Companys
shareholders, was approved by a vote of at least a majority of those individuals who are
members of the Board and who were also members of the Incumbent Board (or deemed to be such
pursuant to this proviso) shall be considered as though such individual were a member of the
Incumbent Board; but, provided, further, that any such individual whose initial assumption
of office occurs as a result of either an actual or threatened election contest, or other
actual or threatened solicitation of proxies or consents by or on behalf of a Person other
than the Board, shall not be so considered as a member of the Incumbent Board.
2.5 CIC Severance Period. A period equal to the lesser of (i) 36 months from
Executives Date of Termination or (ii) the number of months (rounded to the nearest month) from
Executives Date of Termination until the date he attains age 75.
2.6 Code. The Internal Revenue Code of 1986, as it may be amended from time to
time.
2.7 Company. United Community Banks, Inc., a Georgia corporation, or any successor
to its business and/or assets.
2.8 Date of Termination. The date specified in the Notice of Termination (which,
unless otherwise required by this Agreement, may be immediate) as the date upon which the
Executives employment with the Company is to cease. In the case of termination by Executive for
Good Reason, the Date of Termination shall not be less than thirty (30) days nor more than sixty
(60) days from the date the notice of termination is given.
3
2.9 Disability. Disability shall have the meaning ascribed to such term in the
Companys long-term disability plan covering the Executive, or in the absence of such plan, a
meaning consistent with Section 22(e)(3) of the Code.
2.10 Good Reason. A Good Reason for termination by Executive of Executives
employment shall mean the occurrence (without the Executives express written consent) during the
6-month period prior to, or within the eighteen (18) month period following, the date of a Change
in Control of any one of the following acts by the Company, or failures by the Company to act,
unless, in the case of any act or failure to act described in paragraphs (a), (c), or (d) below,
such act or failure to act is corrected prior to the Date of Termination specified in the Notice of
Termination given in respect thereof (the date 6 months prior to the date of the Change in Control
is referred to in this Section 2.10 as the Change in Control Date):
(a) the substantial adverse change in Executives responsibilities at the Company from those
in effect immediately prior to the Change in Control Date; or
(b) the required relocation of Executive to a location outside of the market area of the
Company on the Change in Control Date; or
(c) a material reduction from those in effect on the Change in Control Date in the levels of
coverage of Executive under the Companys director and officer liability insurance policy or
indemnification commitments; or
(d) after the Change in Control Date, a reduction in Executives Base Salary, a reduction in
his incentive compensation or the failure by the Company to continue to provide Executive with
benefits substantially similar to those enjoyed by Executive under any of the Companys pension,
deferred compensation, life insurance, medical, health and accident or disability plans in which
Executive was participating at the Change in Control Date, the taking of any action by the Company
which would directly or indirectly reduce any of such benefits or deprive Executive of any material
fringe benefit enjoyed by Executive at the Change in Control Date.
Executives right to terminate the Executives employment for Good Reason shall not be
affected by the Executives incapacity due to physical or mental illness, except for a Disability
as defined in Section 2.9 above. Executives continued employment shall not constitute consent to,
or a waiver of rights with respect to, any act or failure to act constituting Good Reason
hereunder.
2.11 Notice of Termination. A written notice from one party to the other party
specifying the Date of Termination and which sets forth in reasonable detail the facts and
circumstances relating to the basis for termination of Executives employment.
2.12 Person. Any individual, corporation, bank, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or other entity.
4
3. SCOPE OF AGREEMENT.
This Agreement provides for the payment of compensation and benefits to Executive in the
event, in connection with a Change in Control, his employment is involuntarily terminated by the
Company without Cause or if the Executive terminates his employment for Good Reason. If
Executive is terminated by the Company for Cause, dies, incurs a Disability or voluntarily
terminates employment (other than for Good Reason), this Agreement shall terminate, and Executive
shall be entitled to no payments of compensation or benefits pursuant to the terms of this
Agreement; provided that in such events, Executive will be entitled to whatever benefits are
payable pursuant to the terms of any health, life insurance, disability, welfare, retirement,
deferred compensation, or other plan or program maintained by the Company. Executive agrees that
this Agreement supercedes and replaces any existing plan or arrangement of the Company, including
any employment agreement, which provides Executive severance benefits in the event of his
termination under the circumstances covered by this Agreement.
4. BENEFITS UPON TERMINATION IN CONNECTION WITH A CHANGE IN CONTROL.
If a Change in Control occurs during the term of this Agreement and Executives employment is
terminated within six (6) months prior to or eighteen (18) months following the date of the Change
in Control, and if such termination is an involuntary termination by the Company without Cause (and
does not arise as a result of death or Disability) or a termination by Executive for Good Reason
(as defined in Section 2.10 above), Executive shall be entitled to the compensation and benefits
described in Section 4.1 through 4.7 below. If Executive does not participate in a particular plan
or program at the Change in Control Date (or if the Company no longer maintains or offers such plan
or program at the Change in Control Date), the provisions of the section related to such plan,
program or award shall not apply to Executive.
4.1 Base Salary. Executive shall continue to receive his Base Salary (subject to
withholding of all applicable taxes) for the entire CIC Severance Period (as defined in Section 2.5
above), provided that all such salary payments shall be made in a lump sum payment (determined by
taking the Present Value, as defined in Section 5.5, of such payments) no later than 30 days after
his Date of Termination.
4.2 Annual Bonus. Executive shall be entitled to bonus payments from the Company as
follows:
(a) Notwithstanding any terms of the plan to the contrary, for the fiscal year that ended
prior to Executives Date of Termination, but for which no annual bonus payments have been paid as
of his Date of Termination, Executive shall receive a bonus calculated using the actual results for
all performance criteria, provided that in no case shall the bonus under this subsection (a) be
less than the bonus Executive received for the fiscal year immediately preceding such fiscal year.
Such amount shall be payable at the time such bonus amounts are paid to other participants, or if
previously paid to other participants, no later than thirty (30) days after the Executives Date of
Termination.
5
(b) For the fiscal year during which Executives Date of Termination occurs, Executive shall
receive, within thirty (30) days following his Date of Termination, a prorated bonus (based on the
number of days that he was employed during such fiscal year), calculated as if
Executives target award level (including any personal performance component) under the Companys
annual incentive had been achieved for such year.
(c) In addition to the bonus payments payable under (a) and (b) above, Executive shall be
entitled to an additional bonus amount equal to the average of the bonuses paid to him with respect
to the two fiscal years in which bonuses were paid to him immediately preceding the year in which
his Date of Termination occurs, multiplied by two or, if less, multiplied by a number (which need
not be a whole number) equal to the number of months in the CIC Severance Period divided by twelve
(12). Such bonus amount shall be payable in a lump sum within 30 days following the Executives
Date of Termination.
4.3 Health and Life Insurance Coverages.
(a) The group health care (including any executive medical plan) and group term life insurance
benefits coverages provided to Executive at his Date of Termination shall be continued at the same
level as for active executives and in the same manner as if his employment under this Agreement had
not terminated, beginning on the Date of Termination and ending on the last day of the CIC
Severance Period. Any additional coverages Executive had at termination, including dependent
coverage, will also be continued for such period on the same terms, to the extent permitted by the
applicable policies or contracts. Any costs Executive was paying for such coverages at the time of
termination shall be paid by Executive by separate check payable to the Company each month in
advance. If the terms of any benefit plan referred to in this Section, or the laws applicable to
such plan do not permit continued participation by Executive, then the Company will arrange for
other coverage(s) satisfactory to Executive at Companys expense which provides substantially
similar benefits or, at Executives election, will pay Executive a lump sum amount equal to the
costs of such coverage(s) for the CIC Severance Period.
(b) For purposes of any individual executive life insurance policy (or policies) maintained by
the Company for Executive, the Company shall continue to pay the premiums for such policy or
policies during the CIC Severance Period.
4.4 Retiree Medical Coverage. If Executive has satisfied the requirements for
receiving Retiree Medical Coverage on his Date of Termination or will satisfy such requirements
prior to the last day of the CIC Severance Period, Executive (and his dependents) shall be covered
by, and receive benefits under, the Companys Retiree Medical Coverage program for executives at
his level. Executives Retiree Medical Coverage shall commence on the date his group health care
coverage terminates under section 4.3 above, and shall continue for the life of the Executive
(i.e., the coverage shall be vested and may not be terminated), subject only to such changes in the
level of coverage that apply to executives at his level generally.
4.5 Profit Sharing Plan. Executive will be entitled to continue to participate,
consistent with past practices, for the CIC Severance Period in the Profit Sharing Plan (or any
successor or replacement plan) as in effect as of his Date of Termination. Executives
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participation in such Profit Sharing Plan shall continue for the CIC Severance Period and the
compensation payable to Executive under Sections 4.1 and 4.2(c) above shall be treated (unless
otherwise excluded) as compensation under the plan as if it were paid on a monthly basis.
Executive will receive an
amount equal to the Companys contributions to the Profit Sharing Plan, assuming Executive had
participated in such plan at the maximum permissible contributions level. If continued
participation in any plan is not permitted by the plan or by applicable law, the Company shall pay
to Executive or, if applicable, his beneficiary, a supplemental benefit equal to the Present Value
on the Date of Termination (calculated as provided in the plan) of the excess of (i) the benefit
Executive would have been paid under such plan if he had continued to be covered for the CIC
Severance Period (less any amounts Executive would have been required to contribute), over (ii) the
benefit actually payable under such plan. The Company shall pay such additional benefits in a lump
sum within thirty (30) days of his Date of Termination.
4.6 Automobile, Club Dues. Executive shall be provided for the CIC Severance Period
at the Companys expense with an automobile (and related automobile expenses) commensurate with the
practice in effect for executives at the date of the Change in Control, and payment of club dues
and assessments in accordance with the current practice.
4.7 Other Benefits. Except as expressly provided herein, all other fringe benefits
provided to Executive as an active employee of the Company (e.g., long-term disability, AD&D,
etc.), shall cease on his Date of Termination, provided that any conversion or extension rights
applicable to such benefits shall be made available to Executive at his Date of Termination or when
such coverages otherwise cease at the end of the CIC Severance Period.
5. LIMITATION ON BENEFITS.
5.1 Notwithstanding anything in this Agreement to the contrary, any benefits payable or to be
provided to Executive by the Company or its affiliates, whether pursuant to this Agreement or
otherwise, which are treated as Severance Payments shall, but only to the extent necessary, be
modified or reduced in the manner provided in 5.2 below so that the benefits payable or to be
provided to Executive under this Agreement that are treated as Severance Payments, as well as any
payments or benefits provided outside of this Agreement that are so treated, shall not cause the
Company to have paid an Excess Severance Payment. In computing such amount, the parties shall take
into account all provisions of Code Section 280G, and the regulations thereunder, including making
appropriate adjustments to such calculation for amounts established to be Reasonable Compensation.
5.2 In the event that the amount of any Severance Payments which would be payable to or for
the benefit of Executive under this Agreement must be modified or reduced to comply with this
Section 5, Executive shall direct which Severance Payments are to be modified or reduced; provided,
however, that no increase in the amount of any payment or change in the timing of the payment shall
be made without the consent of the Company.
5.3 This Section 5 shall be interpreted so as to avoid the imposition of excise taxes on
Executive under Section 4999 of the Code or the disallowance of a deduction to the Company
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pursuant to Section 280G(a) of the Code with respect to amounts payable under this Agreement or otherwise.
Notwithstanding the foregoing, in no event will any of the provisions of this Section 5
create, without the consent of Executive, an obligation on the part of Executive to refund any
amount to the Company following payment of such amount.
5.4 In addition to the limits otherwise provided in this Section 5, to the extent permitted by
law, Executive may in his sole discretion elect to reduce any payments he may be eligible to
receive under this Agreement to prevent the imposition of excise taxes on Executive under Section
4999 of the Code.
5.5 For purposes of this Section 5, the following definitions shall apply:
(a) Excess Severance Payment. The term Excess Severance Payment shall have the
same meaning as the term excess parachute payment defined in Section 280G(b)(1) of the Code.
(b) Severance Payment. The term Severance Payment shall have the same meaning as
the term parachute payment defined in Section 280G(b)(2) of the Code.
(c) Reasonable Compensation. The term Reasonable Compensation shall have the same
meaning as provided in Section 280G(b)(4) of the Code. The parties acknowledge and agree that, in
the absence of a change in existing legal authorities or the issuance of contrary authorities,
amounts received by Executive as damages under or as a result of a breach of this Agreement shall
be considered Reasonable Compensation.
(d) Present Value. The term Present Value shall have the same meaning as provided
in Section 280G(d)(4) of the Code.
6. MISCELLANEOUS.
6.1 No Obligation to Mitigate. Executive shall not be required to mitigate the amount
of any payment provided for under this Agreement by seeking other employment, nor shall the amount
of any payment provided for under this Agreement be reduced by any compensation earned by Executive
as a result of employment by another employer after the Date of Termination or otherwise
6.2 Contract Non-Assignable. The parties acknowledge that this Agreement has been
entered into due to, among other things, the special skills and knowledge of Executive, and agree
that this Agreement may not be assigned or transferred by Executive.
6.3 Successors; Binding Agreement.
(a) In addition to any obligations imposed by law upon any successor to the Company, the
Company will require any successor (whether direct or indirect, by purchase, merger, consolidation
or otherwise) to all or substantially all of the business and/or assets of the Company or that
acquires a controlling stock interest in the Company to expressly assume and
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agree to perform this Agreement, in the same manner and to the same extent that the Company would be required to perform
it if no such succession had taken place. Failure of the Company to
obtain such assumption and agreement prior to the effective date of such succession shall be a
breach of this Agreement and shall entitle Executive to compensation and benefits from the Company
under Section 4 in the amount and on the same terms as Executive would be entitled to hereunder if
Executive were to terminate Executives employment for Good Reason.
(b) This Agreement shall inure to the benefit of and be enforceable by Executives personal or
legal representative, executors, administrators, successors, heirs, distributees, devisees and
legatees. If Executive shall die while any amount is still payable to Executive hereunder (other
than amounts which, by their terms, terminate upon the death of Executive), all such amounts,
unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to
the executors, personal representatives or administrators of Executives estate.
6.4 Notices. All notices, requests, demands and other communications required or
permitted hereunder shall be in writing and shall be deemed to have been duly given when delivered
or seven days after mailing if mailed first class, certified mail, postage prepaid, addressed as
follows:
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If to the Company:
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United Community Banks, Inc. |
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Attention: Jimmy C. Tallent |
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P.O. Box 398 |
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Blairsville, GA 30514 |
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If to Executive:
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Guy W. Freeman |
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Any party may change the address to which notices, requests, demands and other communications shall
be delivered or mailed by giving notice thereof to the other party in the same manner provided
herein.
6.5 Provisions Severable. If any provision or covenant, or any part thereof, of this
Agreement should be held by any court to be invalid, illegal or unenforceable, either in whole or
in part, such invalidity, illegality or unenforceability shall not affect the validity, legality or
enforceability of the remaining provisions or covenants, or any part thereof, of this Agreement,
all of which shall remain in full force and effect.
6.6 Waiver. Failure of either party to insist, in one or more instances, on
performance by the other in strict accordance with the terms and conditions of this Agreement shall
not be deemed a waiver or relinquishment of any right granted in this Agreement or the future
performance of any such term or condition or of any other term or condition of this Agreement,
unless such waiver is contained in a writing signed by the party making the waiver.
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6.7 Amendments and Modifications. This Agreement may be amended or modified only by a
writing signed by both parties hereto, which makes specific reference to this Agreement.
6.8 Governing Law. The validity and effect of this Agreement shall be governed by and
be construed and enforced in accordance with the laws of the State of Georgia.
6.9 Disputes; Legal Fees; Indemnification.
(a) Disputes. All claims by Executive for compensation and benefits under this
Agreement shall be in writing and shall be directed to and be determined by the Board. Any denial
by the Board of a claim for benefits under this Agreement shall be provided in writing to Executive
within thirty (30) days of such decision and shall set forth the specific reasons for the denial
and the specific provisions of this Agreement relied upon. The Board shall afford a reasonable
opportunity to Executive for a review of its decision denying a claim and shall further allow
Executive to appeal in writing to the Board a decision of the Board within sixty (60) days after
notification by the Board that Executives claim has been denied. To the extent permitted by
applicable law, any further dispute or controversy arising under or in connection with this
Agreement shall be settled exclusively by arbitration in Atlanta, Georgia, in accordance with the
rules of the American Arbitration Association then in effect. Judgment may be entered on the
arbitrators award in any court having jurisdiction.
(b) Legal Fees. If, in connection with a Change in Control, Executive terminates his
employment for Good Reason or if the Company involuntarily terminates Executive without Cause,
then, in the event Executive incurs legal fees and other expenses in seeking to obtain or to
enforce any rights or benefits provided by this Agreement and is successful, in whole or in part,
in obtaining or enforcing any such rights or benefits through settlement, mediation, arbitration or
otherwise, the Company shall promptly pay Executives reasonable legal fees and expenses and
related costs incurred in enforcing this Agreement including, without limitation, attorneys fees
and expenses, experts fees and expenses, investigative fees, and travel expenses. Except to the
extent provided in the preceding sentence, each party shall pay its own legal fees and other
expenses associated with any dispute under this Agreement.
(c) Indemnification. During the Term of this Agreement and after Executives
termination, the Company shall indemnify Executive and hold Executive harmless from and against any
claim, performance as an officer, director or employee of the Company or any of its subsidiaries or
other affiliates or in any other capacity, including any fiduciary capacity, in which Executive
serves at the Companys request, in each case to the maximum extent permitted by law and under the
Companys Articles of Incorporation and By-Laws (the Governing Documents), provided that in no
event shall the protection afforded to Executive hereunder be less than that afforded under the
Governing Documents as in effect on the date of this Agreement except from changes mandated by law.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first
above written.
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EXECUTIVE |
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GUY W. FREEMAN |
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UNITED COMMUNITY BANKS, INC. |
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By: |
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Name: |
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Title: |
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Attest: |
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(CORPORATE SEAL) |
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EX-21 SUBSIDIARIES OF UNITED
EXHIBIT 21
Subsidiaries of United Community Banks, Inc.
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Subsidiary |
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State of Organization |
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United Community Bank |
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Georgia |
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United Community Insurance Services, Inc. |
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Georgia |
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Brintech, Inc. |
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Florida |
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Union Holdings, Inc. |
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Nevada |
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Union Investments, Inc. |
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Nevada |
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United Community Mortgage Services, Inc. |
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Georgia |
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United Community Development Corporation |
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Georgia |
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United Community Bank |
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North Carolina |
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Carolina Holdings, Inc. |
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Nevada |
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Carolina Investments, Inc. |
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Nevada |
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United Community Bank Tennessee |
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Tennessee |
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United Community Capital Trust |
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Delaware |
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United Community Capital Trust II |
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Delaware |
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United Community Statutory Trust I |
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Connecticut |
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Fairbanco Capital Trust I |
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Delaware |
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Better Government Committee of United Community Banks, Inc. |
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Georgia |
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EX-23 CONSENT OF INDEPENDENT ACCOUNTING FIRM
EXHIBIT 23
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We have issued our report dated February 27, 2006, accompanying the consolidated financial
statements incorporated by reference in the Annual Report of United Community Banks, Inc. on Form
10-K for the year ended December 31, 2005. We hereby consent to the incorporation by reference of
said report in the Registration Statement of United Community Banks, Inc. on Forms S-8 (File No.
33-80885, effective December 27, 1995; File No. 333-70471, effective January 12, 1999; File No.
333-86876, effective April 24, 2002; File No. 333-99849, effective date September 19, 2002; File
No. 333-120623, effective date November 19, 2004; File
No. 333-125017, effective date May 17,
2005; and File No. 333-130489, effective date December 20, 2005) and on Form S-3 (File No.
333-116623, effective date July 9, 2004 and File No. 333-127477, effective date August 12, 2005).
/s/ Porter Keadle Moore, LLP
Atlanta, Georgia
March 1, 2006
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EX-31.1 SECTION 302, CERTIFICATION OF THE CEO
Exhibit 31.1
I, Jimmy C. Tallent, President and Chief Executive Officer of United Community Banks, Inc. (the
registrant), certify that:
1. I have reviewed this annual report on Form 10-K of the registrant;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other financial information included in
this report, fairly present in all material respects the financial condition, results of operations
and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrants other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d - 15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material information
relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being
prepared;
b) Designed such internal control over financial reporting, or caused such internal control
over financial reporting to be designed under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting
principles;
c) Evaluated the effectiveness of the registrants disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this report based on such evaluation;
and
d) Disclosed in this report any change in the registrants internal control over financial
reporting that occurred during the registrants most recent fiscal quarter that has
materially affected, or is reasonably likely to materially affect, the registrants internal
control over financial reporting; and
5. The registrants other certifying officer and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrants auditors and the audit
committee of the registrants board of directors:
a) All significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to adversely affect
the registrants ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have
a significant role in the registrants internal control over financial reporting.
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By:
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/s/ Jimmy C. Tallent
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Jimmy C. Tallent |
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President and Chief Executive Officer |
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Date: March 1, 2006 |
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EX-31.2 SECTION 302, CERTIFICATION OF THE CFO
Exhibit 31.2
I, Rex S. Schuette, Executive Vice President and Chief Financial Officer of United Community Banks,
Inc. (the registrant), certify that:
1. I have reviewed this annual report on Form 10-K of the registrant;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other financial information included in
this report, fairly present in all material respects the financial condition, results of operations
and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrants other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined
in Exchange Act Rules 13a-15(f) and 15d - 15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material information
relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being
prepared;
b) Designed such internal control over financial reporting, or caused such internal control
over financial reporting to be designed under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting
principles;
c) Evaluated the effectiveness of the registrants disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this report based on such evaluation;
and
d) Disclosed in this report any change in the registrants internal control over financial
reporting that occurred during the registrants most recent fiscal quarter that has
materially affected, or is reasonably likely to materially affect, the registrants internal
control over financial reporting; and
5. The registrants other certifying officer and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrants auditors and the audit
committee of the registrants board of directors:
a) All significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to adversely affect
the registrants ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have
a significant role in the registrants internal control over financial reporting.
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By:
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/s/ Rex S. Schuette
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Rex S. Schuette |
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Executive Vice President and |
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Chief Financial Officer |
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Date: March 1, 2006 |
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EX-32 SECTION 906, CERTIFICATION OF THE CEO & CFO
Exhibit 32
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of United Community Banks, Inc. (United) on Form 10-K for
the period ending December 31, 2005 filed with the Securities and Exchange Commission on the date
hereof (the Report), I, Jimmy C. Tallent, President and Chief Executive Officer of United, and I,
Rex S. Schuette, Executive Vice President and Chief Financial Officer of United, certify, pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
that:
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The Report fully complies with the requirements of section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and |
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The information contained in the Report fairly presents, in all material
respects, the financial condition and result of operations of United. |
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By:
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/s/ Jimmy C. Tallent |
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Jimmy C. Tallent |
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President and Chief Executive Officer |
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By:
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/s/ Rex S. Schuette |
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Rex S. Schuette |
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Executive Vice President and
Chief Financial Officer |
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Date: March 1, 2006 |
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