UNITED COMMUNITY BANKS, INC.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Quarterly Period Ended June 30, 2007
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Transition Period from ___________ to ___________
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 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) |
(706 ) 781-2265
(Telephone Number)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 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 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):
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Large accelerated filer þ
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Accelerated filer o
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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
Common stock, par value $1 per share: 48,781,351 shares
outstanding as of June 30, 2007
EXPLANATORY NOTE
United Community Banks, Inc. is filing
this amendment on Form 10-Q/A for the quarter ended June 30,
2007 to correct the cover page which erroneously and inadvertently indicated that the registrant
was a shell company.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this Amendment No 1. to the Report to be signed on its behalf by the undersigned thereunto
duly authorized.
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UNITED COMMUNITY BANKS, INC.
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/s/ Jimmy C. Tallent |
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Jimmy C. Tallent |
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President and Chief Executive
Officer
(Principal Executive Officer) |
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/s/ Rex S. Schuette |
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Rex S. Schuette
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer) |
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/s/ Alan H. Kumler
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Alan H. Kumler
Senior Vice President and Controller
(Principal Accounting Officer)
Date: August 10, 2007 |
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EXHIBIT INDEX
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31.1
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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
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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. |
EX-31.1 CERTIFICATION BY JIMMY C. TALLENT
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 Amendment No. 1 to the quarterly report on Form 10-Q 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: |
/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: August 10, 2007
EX-31.2 CERTIFICATION BY REX S. SHUETE
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 Amendment No. 1
to the quarterly report on Form 10-Q 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: |
/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: August 10, 2007