þ | ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
2005 | 2004 | |||||||
Assets: |
||||||||
Cash |
$ | 260,178 | 87,968 | |||||
Investments at fair value: |
||||||||
Common stock of United Community Banks, Inc. |
23,450,643 | 21,540,526 | ||||||
Shares of registered investment company mutual funds |
35,489,158 | 31,041,191 | ||||||
Total investments |
58,939,801 | 52,581,717 | ||||||
Receivables: |
||||||||
Employees contributions |
| 141,439 | ||||||
Employers contributions |
1,444,128 | 1,265,670 | ||||||
Accrued dividends |
68,383 | 90,579 | ||||||
Due from brokers |
| 6,716 | ||||||
Total receivables |
1,512,511 | 1,504,404 | ||||||
Total assets |
60,712,490 | 54,174,089 | ||||||
Liabilities: |
||||||||
Amounts due to brokers |
3,831 | 4,264 | ||||||
Benefit claims payable |
20,000 | 59,634 | ||||||
Total liabilities |
23,831 | 63,898 | ||||||
Net assets available for plan benefits |
$ | 60,688,659 | 54,110,191 | |||||
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Additions to net assets attributable to: |
||||
Investment income: |
||||
Interest and dividends |
$ | 1,294,074 | ||
Net appreciation in fair value of investments |
282,708 | |||
Total investment income |
1,576,782 | |||
Contributions: |
||||
Employer match |
2,301,750 | |||
Employer discretionary |
1,450,121 | |||
Employee deferrals |
4,062,156 | |||
Employee rollovers |
1,136,560 | |||
Other |
707,813 | |||
Total contributions |
9,658,400 | |||
Total additions |
11,235,182 | |||
Deductions from net assets attributable to: |
||||
Distributions paid to participants |
4,387,423 | |||
Administrative expenses |
269,291 | |||
Total deductions |
4,656,714 | |||
Increase in net assets available for plan benefits |
6,578,468 | |||
Net assets available for plan benefits: |
||||
Beginning of year |
54,110,191 | |||
End of year |
$ | 60,688,659 | ||
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(1) | Description of the Plan | |
The following description of United Community Banks, Inc. Profit Sharing Plan (the Plan) provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plans provisions. | ||
General | ||
The Plan is a defined contribution plan, and was formed to provide benefits exclusively for the employees of United Community Banks, Inc. and its subsidiaries (the Company). Employees are eligible to participate in the Plan on the next immediate enrollment date following employment, but are eligible to participate in the matching portion of the Plan after the completion of one year of service with the Company as defined in the Plan documents. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). | ||
Contributions | ||
Employees of the Company participating in the Plan are entitled to make pre-tax contributions to the Plan in amounts from 2% to 75% of their annual compensation. The Companys matching contribution is up to 5% of a participants annual compensation for those who have completed at least one year of service and have elected to make deferred contributions. The Company may also make an additional discretionary contribution in any Plan year. Contributions are subject to certain limitations. | ||
Vesting | ||
Participants are immediately vested in their voluntary contributions to the Plan. Participants vest in the Companys contributions according to the following schedule: |
Years of Service | Percentage | |||||||
Less
Than |
1 | 0 | % | |||||
2 | 33 | % | ||||||
3 | 66 | % | ||||||
More
Than |
3 | 100 | % |
Participants automatically become 100% vested upon death or disability while still an active employee of the Company. Upon termination of employment, amounts not vested will be forfeited with such forfeitures reducing administrative expenses paid from the Plan. Forfeitures during 2005 approximated $18,000. | ||
Payment of Benefits | ||
Upon retirement, a participant is entitled to receive 100% of his vested account balance in a lump-sum distribution or periodic payments over a predetermined period. Upon the death of a participant, the designated beneficiary is entitled to receive 100% of the participants account in a lump-sum distribution or periodic payments over a predetermined period. In addition, disabled participants are entitled to 100% of their account balance. Plan participants who are terminated for reasons other than retirement, death or disability are entitled to receive only the vested portion of their account. The Plan also allows for certain hardship withdrawals prior to termination of employment. | ||
Administrative Expenses | ||
The Plan pays substantially all administrative expenses. |
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(1) | Description of the Plan, continued | |
Plan Termination | ||
Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. The participants affected by the termination or discontinuance of contributions will immediately become 100% vested in their accounts. | ||
(2) | Summary of Significant Accounting Policies | |
Basis of Accounting | ||
The accompanying financial statements have been prepared on the accrual basis of accounting and present the net assets available for benefits and changes in those assets of the Plan. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of net assets available for plan benefits and changes therein, and disclosure of contingent assets and liabilities. Accordingly, actual results may differ from those estimates. | ||
Investment Valuation | ||
The Plans investments are stated at fair value. The Companys stock trades on the Nasdaq stock market, and the value of UCBI stock is based on a quoted market price. Investments in mutual funds are valued at fair value based on quoted market prices of the underlying fund securities. The Plan holds investments at December 31, 2005 and 2004 in the Plan sponsor common stock amounting to $23,450,643 and $21,540,526 respectively. This investment represents 66% and 69% of total investments at December 31, 2005 and 2004, respectively. A significant decline in the market value of the Plan Sponsors common stock would significantly affect the net assets available for benefits. | ||
The Plan provides for investments in various investment securities, which are exposed to various risks such as interest rate, credit and overall market volatility risks. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such change could materially affect the amounts reported in the statements of net assets available for plan benefits. | ||
The net gain/ (loss) from investment activity includes realized and unrealized gains and losses from investment activity as well as earnings on investments. Unrealized gains/ (losses) are calculated as the difference between the current value of securities as of the end of the plan year and either the current value at the end of the preceding year or the actual cost if such investments were purchased during the current year. Realized gains or losses on sales of investments are calculated as the difference between sales proceeds and the current value of investments at the beginning of the year or the actual cost if such investments were purchased during the year. Earnings on investments include interest and dividends received on the Companys common stock and mutual fund shares. | ||
Securities transactions are recorded on the trade date. Dividend income is recorded on the ex-dividend date. |
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(3) | Investments | |
The following table represents investments at December 31, 2005 and 2004. |
2005 | 2004 | |||||||
Cash |
$ | 260,178 | 87,968 | |||||
United Community Banks, Inc. common stock (879,478 and
800,116 shares at December 31, 2005 and 2004, respectively) |
$ | 23,450,643 | 21,540,526 | |||||
INTRUST funds: |
||||||||
AI Money Market Fund |
$ | 1,937,520 | 1,516,616 | |||||
Amcent Equity Income Fund |
795,174 | 510,747 | ||||||
AI Nestegg 2040 Fund |
5,241,349 | 4,587,035 | ||||||
AI Nestegg 2030 Fund |
4,889,710 | 4,369,335 | ||||||
AI Nestegg 2020 Fund |
9,081,102 | 8,734,351 | ||||||
AI Nestegg 2010 Fund |
3,299,451 | 3,301,064 | ||||||
AI Nestegg Capital Preservation Fund
(formerly Nestegg 2000 Fund) |
1,888,738 | 1,704,153 | ||||||
American Independence International Multi-Manager
Stock Fund |
762,401 | 368,809 | ||||||
Federated Stock Trust Fund |
| 952,194 | ||||||
Federated Max-Cap Fund |
1,108,714 | 915,884 | ||||||
Franklin Strategic Small MIDCAP Growth Fund |
1,028,932 | 633,589 | ||||||
Vanguard Windsor II Fund |
1,225,350 | | ||||||
Vanguard Explorer |
706,412 | 460,864 | ||||||
Royce Fund |
718,678 | 485,772 | ||||||
American Century Ultra |
909,070 | 761,404 | ||||||
Pimco Total Return Bond Fund |
1,896,557 | 1,739,374 | ||||||
Total INTRUST Funds |
$ | 35,489,158 | 31,041,191 | |||||
During 2005, the Plans investments (including investments bought, sold, and held during the year) appreciated in value by $282,708 as detailed below: |
Year Ended | ||||
December 31, 2005 | ||||
Net change in investments at fair value as determined by quoted market price |
||||
Mutual funds |
$ | 453,491 | ||
United Community Banks, Inc. common stock |
(170,783 | ) | ||
Net change in fair value |
$ | 282,708 | ||
Single investments representing more than 5% of the Plans net assets as of December 31, 2005 and 2004, are separately identified. |
December 31 | ||||||||
2005 | 2004 | |||||||
United Community Banks, Inc. common stock |
$ | 23,450,643 | 21,540,526 | |||||
AI Nestegg 2040 Fund |
$ | 5,241,349 | 4,587,035 | |||||
AI Nestegg 2030 Fund |
$ | 4,889,710 | 4,369,335 | |||||
AI Nestegg 2020 Fund |
$ | 9,081,102 | 8,734,351 | |||||
AI Nestegg 2010 Fund |
$ | 3,299,451 | 3,301,064 |
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(4) | Tax Status | |
The Plan obtained its latest determination letter on October 4, 2002, in which the Internal Revenue Service stated that the Plan, as then designed, was in compliance with the applicable requirements of the Internal Revenue Code (IRC). The Plan was amended effective April 1, 2005; however, the Plan sponsor and the Plans tax counsel believe the Plan is currently designed and being operated in compliance with the applicable requirements of the IRC. Therefore, no provision for income taxes has been included in the Plans financial statements. | ||
(5) | Party-In-Interest Transactions | |
During the course of the year, the Plan enters into certain party-in-interest transactions with the Company and INTRUST Bank, N.A. (the Trustee). The Company, as the plan sponsor, declares cash dividends on its common stock on a quarterly basis throughout the year. In 2005, the Plan received cash dividends of approximately $224,000 on its investment in the Companys stock. Additionally, the Company provides a discretionary contribution to the Plans participants, which is based on the diluted earnings per share of the Company. The contribution receivable was $1,444,128 and $1,265,670 as of December 31, 2005, and 2004, respectively. | ||
The Trustee functions as the trustee, custodian and record keeper for the Plan. The cost for these services totaled $269,291 for 2005 and is presented on the statement of changes in net assets available for plan benefits as administrative expenses. The fees for 2005 for trustee and custodial services amounted to $220,806 and for record keeping $48,485. |
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Identity of issuer | ||||||||||
or similar party | Fair | |||||||||
(a) | (b) | Description of assets (c) | Cost (d) | Value (e) | ||||||
* |
United Community | Common stock 879,478 shares | N/A | $ | 23,450,643 | |||||
Banks, Inc. | ||||||||||
* |
INTRUST BANK, N.A. | AI Money Market Fund 1,937,520 shares | N/A | 1,937,520 | ||||||
American Century Fund | AMCENT Equity Income Fund 101,685 shares | N/A | 795,174 | |||||||
* |
INTRUST BANK, N.A. | AI NESTEGG 2040 Fund 482,629 shares | N/A | 5,241,349 | ||||||
* |
INTRUST BANK, N.A. | AI NESTEGG 2030 Fund 458,267 shares | N/A | 4,889,710 | ||||||
* |
INTRUST BANK, N.A. | AI NESTEGG 2020 Fund 862,403 shares | N/A | 9,081,102 | ||||||
* |
INTRUST BANK, N.A. | AI NESTEGG 2010 Fund 317,255 shares | N/A | 3,299,451 | ||||||
* |
INTRUST BANK, N.A. | AI NESTEGG Capital Preservation Fund | N/A | 1,888,738 | ||||||
187,561 shares | ||||||||||
* |
INTRUST BANK, N.A. | AI International Multi-Manager Stock Fund | ||||||||
53,956 shares | N/A | 762,401 | ||||||||
Vanguard Funds | Vanguard Explorer Fund 9,405 shares | N/A | 706,412 | |||||||
Vanguard Funds | Vanguard Windsor II Fund 39,111 shares | N/A | 1,225,350 | |||||||
Federated Funds | Federated Max-Cap Fund 44,778 shares | N/A | 1,108,714 | |||||||
Franklin Funds | Franklin Strategic Small MIDCAP Growth Fund | |||||||||
27,278 shares | N/A | 1,028,932 | ||||||||
Royce Funds | Royce Fund 46,277 shares | N/A | 718,678 | |||||||
American Century Funds | American Century Mutual Funds Inc Ultra Fund | |||||||||
Investor - 29,894 shares | N/A | 909,070 | ||||||||
PIMCO Funds | PIMCO Total Return Bond Fund 180,625 shares | N/A | 1,896,557 |
* | Party- in- interest |
N/A Due to Plan being fully participant directed, such values are not required. |
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By: |
/s/ John Goff | |||
Title:
|
Vice President and Trust Officer INTRUST BANK, N.A. | |||
Date:
|
June 26, 2006 |
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Exhibit No. | Description | |||
23 | Consent of Independent Registered Public Accountants |
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