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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

ý   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
  OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 2002

OR

¨   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)

 

Georgia

 

58-180-7304


 

(State of Incorporation)

 

(I.R.S. Employer Identification No.)

 

P.O. Box 398, 63 Highway 515

   

Blairsville, Georgia

 

30512



Address of Principal Executive Offices

 

(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 ¨

Common stock, par value $1 per share: 21,344,539 shares
outstanding as of  September 30, 2002


 

Index

PART I - Financial Information

Item 1.  Financial Statements

Consolidated Statement of Income (unaudited) for the Three and Nine Months Ended
       September 30, 2002 and 2001

2

 

Consolidated Balance Sheet at September 30, 2002 (unaudited) and December 31, 2001
       (audited) and September 30, 2001 (unaudited)

3

 

Consolidated Statement of Changes in Stockholders’ Equity (unaudited) for the
       Nine Months Ended September 30, 2002 and 2001

4

 

Consolidated Statement of Cash Flows (unaudited) for the
       Nine Months Ended September 30, 2002 and 2001

5

 

Notes to Consolidated Financial Statements

6

 

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

8

 

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

23

 

Item 4.  Controls and Procedures

23

 

PART II - Other Information

 

Item 1.  Legal Proceedings

23

Item 2.  Changes in Securities and Use of Proceeds

23

Item 3.  Defaults Upon Senior Securities

23

Item 4.  Submission of Matters to a Vote of Security Holders

23

Item 5.  Other Information

23

Item 6.  Exhibits and Reports on Form 8-K

23

1


 

Part I – FINANCIAL INFORMATION
Item 1 – Financial Statements

UNITED COMMUNITY BANKS, INC.              
Consolidated Statement of Income        
For the Three and Nine Months Ended September 30, 2002 and 2001

                   
    Three Months Ended     Nine Months Ended
    September 30,     September 30,


(in thousands, except per share data)   2002   2001     2002   2001

Interest revenue:   (Unaudited)   (Unaudited)     (Unaudited)   (Unaudited)

Interest and fees on loans

 $ 42,533  $ 43,173   $ 126,167

$

133,572

Interest on federal funds sold and deposits in
     banks

  76   450     427   1,525

Interest on investment securities:

                 

Taxable

  5,087   6,332     16,528   20,709

Tax-exempt

  795   885     2,435   2,687
   
 
   
 

Total interest revenue

  48,491   50,840     145,557   158,493
   
 
   
 
                   
Interest expense:                

Interest on deposits:

                 

Demand

  3,073   3,089     8,469   10,395

Savings

  134   305     398   1,247

Time

  11,303   15,398     34,355   51,585

Other borrowings

  4,432   5,333     14,171   16,463
   
 
   
 

Total interest expense

  18,942   24,125     57,393   79,690
   
 
   
 

Net interest revenue

  29,549   26,715     88,164   78,803
Provision for loan losses   1,800   1,500     5,100   4,550
   
 
   
 

Net interest revenue after provision for loan
     losses

  27,749   25,215     83,064   74,253
   
 
   
 
                   
Fee revenue:                  

Service charges and fees

  3,576   2,377     9,801   7,304

Mortgage loan and related fees

  1,844   1,486     5,087   3,801

Consulting fees

  1,216   1,112     3,381   3,732

Brokerage fees

  467   389     1,456   953

Securities gains, net

  64   27     64   219

Other

  560   716     2,161   2,360
   
 
   
 

Total fee revenue

  7,727   6,107     21,950   18,369
   
 
   
 

Total revenue

  35,476   31,322     105,014   92,622
   
 
   
 
                   
Operating expenses:                  

Salaries and employee benefits

  14,352   12,490     42,786   36,820

Occupancy

  2,047   1,921     6,223   5,866

Communications and equipment

  1,685   1,556     4,708   4,446

Postage, printing and supplies

  870   1,057     2,836   3,029

Professional fees

  881   706     2,621   2,700

Advertising and public relations

  639   659     2,358   2,058

Amortization of intangibles

  85   190     255   570

Other

  1,992   1,930     6,332   6,254
   
 
   
 

Total operating expenses

  22,551   20,509     68,119   61,743
   
 
   
 

Income before income taxes

  12,925   10,813     36,895   30,879
Income taxes   4,524   3,573     12,675   10,269
   
 
   
 

Net income

 $ 8,401 $ 7,240    $ 24,220 $ 20,610
   
 
   
 
                   

Net income available to common
     stockholders

 $ 8,375  $ 7,214    $ 24,142  $ 20,515
   
 
   
 
                   
Earnings per common share:                  

Basic

 $ .39  $  .34    $ 1.13  $ .97

Diluted

  .38   .33     1.09   .95
Average common shares outstanding:                  

Basic

  21,392   21,090     21,402   21,063

Diluted

  22,233   21,662     22,227   21,648

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2


 
UNITED COMMUNITY BANKS, INC.            
Consolidated Balance Sheet            
For the period ended            

    September 30,   December 31,   September 30,
($ in thousands)   2002   2001   2001

             
ASSETS   (Unaudited)   (Audited)   (Unaudited)
             

Cash and due from banks

$ 81,480   $ 87,299   $ 68,787

Interest-bearing deposits in banks

  36,168    17,604    27,763

Federal funds sold

  28,344    18,124    40,598
   
 
 

Cash and cash equivalents

  145,992    123,027    137,148
             

Securities available for sale

  487,437    494,274    477,092

Mortgage loans held for sale

  24,766    16,538    13,589

Loans, net of unearned income

  2,331,862    2,007,990    1,836,188

Less - allowance for loan losses

  30,300    27,124    26,427
   
 
 

Loans, net

  2,301,562    1,980,866    1,809,761
             

Premises and equipment, net

  69,585    64,066    57,556

Accrued interest receivable

  18,335    22,544    22,430

Intangible assets

  12,853    13,109    8,050

Other assets

  81,863    34,833    35,742
   
 
 

Total assets

 $ 3,142,393   $ 2,749,257  2,561,368
   
 
 
             
LIABILITIES AND STOCKHOLDERS' EQUITY            
Liabilities:            

Deposits:

           

Demand

 $ 317,783   $ 278,995   $ 270,971

Interest-bearing demand

  684,577    526,608    494,889

Savings

  99,244    96,992    94,556

Time

  1,285,358    1,213,904    1,138,959
   
 
 

Total deposits

  2,386,962    2,116,499    1,999,375
             

Accrued expenses and other liabilities

  71,473    22,294    32,578

Federal funds purchased and repurchase agreements

  80,219    77,214    45,318

Federal Home Loan Bank advances

  332,860    290,394    256,745

Long-term debt and other borrowings

  55,449    48,191    42,706
   
 
 

Total liabilities

  2,926,963    2,554,592    2,376,722
   
 
 
             
Stockholders' equity:            

Preferred stock, $1 par value; $10 stated value;  

           

10,000,000 shares authorized; 172,600 shares issued and
outstanding

  1,726    1,726    1,726

Common stock, $1 par value; 50,000,000 shares authorized;

           

21,805,924, 21,805,924 and 21,089,672 shares issued

  21,806    21,806    21,090

Capital surplus

  62,419    62,829    49,384

Retained earnings

  128,504    108,371    103,062

Treasury stock; 461,385 and 294,948 shares, at cost

  (9,401)   (5,749)   -

Accumulated other comprehensive income

  10,376    5,682    9,384
   
 
 

Total stockholders' equity

  215,430    194,665    184,646
   
 
 
             

Total liabilities and stockholders' equity

 $ 3,142,393   $ 2,749,257   $ 2,561,368
   
 
 

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

3


 
UNITED COMMUNITY BANKS, INC.
Consolidated Statement of Changes in Stockholders' Equity
For the Nine Months Ended September 30,

                        Accumulated    
                        Other    
    Preferred   Common   Capital   Retained   Treasury   Comprehensive    
(in thousands) Stock   Stock   Surplus   Earnings   Stock   Income (Loss)   Total

                             
Balance, December 31, 2000 $      2,874  $ 21,028 $ 48,872  $   85,718   $

$

(104)  $ 158,388 
                             
Comprehensive income:                           
  Net income             20,610            20,610 
  Other comprehensive income:                          
 

Unrealized holding gains on
     available for sale securities
     net of deferred tax expense
     and reclassification
     adjustment

                    8,112    8,112 
                       
                       
 

Unrealized gains on derivative
     financial instruments
     qualifying as cash flow hedges
     net of deferred tax expense

                    1,376    1,376 
                       
                       
       
   

                             
 

Comprehensive income

            20,610        9,488    30,098 
Cash dividends declared ($.15 per share)             (3,171)           (3,171)
Exercise of stock options (issued 61,774
      shares)
    62   512               574 
Preferred stock retired (114,810 shares) (1,148) (1,148)
Dividends declared on preferred stock ($.45
      per share)
            (95)           (95)
   
 
 
 
 
 
 
Balance, September 30, 2001 $      1,726  $ 21,090  $ 49,384  $ 103,062   $   -  $ 9,384   $ 184,646 
   
 
 
 
 
 
 
                             
                             
Balance, December 31, 2001 $      1,726  $ 21,806  $ 62,829  $

108,371 

 $ (5,749) $ 5,682   $ 194,665 
                             
Comprehensive income:                          
  Net income             24,220            24,220 
  Other comprehensive:                          
 

Unrealized holding gains on
     available for sale securities
     net of deferred tax expense
     and reclassification
     adjustment

                    4,485     

4,485 

                       
                       
 

Unrealized gains on derivative
     financial instruments qualifying
     as cash flow hedges net of
     deferred tax expense

                       

209 

   

209 

                         
                        
       
   

 

Comprehensive income

            24,220        4,694    28,914 
Cash dividends declared ($.1875 per share)             (4,009)           (4,009)
Exercise of stock options (44,374 shares)         (429)       866        437 
Acquisition of treasury stock (223,281 shares)                 (4,761)       (4,761)
Employee stock grant (12,470 shares)                 243        243 
Tax benefit from option exercises         19               19 
Dividends declared on preferred stock
     ($.45 per share)
            (78)           (78)
   
 
 
 
 
 
 
Balance, September 30, 2002 $      1,726

$

21,806

 $

  62,419  $ 128,504   $   (9,401)  $ 10,376   $ 215,430 
   
 
 
 
 
 
 
 

*  Comprehensive income for the third quarters of 2002 and 2001 was $9,062 and $11,423, respectively.

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

4


 
UNITED COMMUNITY BANKS, INC.    
Consolidated Statement of Cash Flows    
For the Nine Months Ended September 30,  

(in thousands)   2002   2001

Operating activities:   (Unaudited)   (Unaudited)

Net income

 $

24,220 

 $

20,610 

Adjustments to reconcile net income to net cash provided by operating activities:

       

Depreciation, amortization and accretion

  5,817    4,234 

Provision for loan losses

  5,100    4,550 

Gain on sale of securities available for sale

  (64)   (219)

Gain on sale of other assets

  (15)   (127)

Employee stock grant

  243   

Changes in assets and liabilities:

       

Other assets and accrued interest receivable

  (1,906)   79 

Accrued expenses and other liabilities

  5,238    3,991 

Mortgage loans held for sale

  (8,228)   (7,464)
   
 
Net cash provided by operating activities   30,405    25,654 
   
 
         
Investing activities:        

Proceeds from sales of securities available for sale

  10,289    26,288 

Proceeds from maturities and calls of securities available for sale

  151,592    117,816 

Purchases of securities available for sale

  (149,174)   (75,952)

Net increase in loans

  (327,149)   (49,295)

Purchases of premises and equipment

  (10,083)   (4,442)

Proceeds from sale of other real estate

  2,042    1,455 
   
 
Net cash (used) provided by investing activities   (322,483)   15,870 
   
 
         
Financing activities        

Net change in deposits

  270,463    3,510 

Net change in federal funds purchased and repurchase agreements

  3,005    (7,322)

Net change in notes payable and other borrowings

  7,258    1,463 

Proceeds from FHLB advances

  256,699    115,000 

Repayments of FHLB advances

  (214,233)   (115,480)

Proceeds from exercise of stock options

  437    574 

Retirement of preferred stock

    (1,148)

Purchase of treasury stock

  (4,761)  

Cash dividends on common stock

  (3,747)   (3,171)

Cash dividends on preferred stock

  (78)   (95)
   
 
Net cash provided (used) by financing activities   315,043    (6,669)
   
 
         
Net change in cash and cash equivalents   22,965    34,855 
         

Cash and cash equivalents at beginning of period

  123,027    102,293 
   
 
         
Cash and cash equivalents at end of period  $ 145,992  137,148 
   
 
         
Supplemental disclosures of cash flow information:        

Cash paid during the period for:

       

Interest

 $  59,768   $ 81,643 

Income taxes

  14,556    3,583 

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

5


 

United Community Banks, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Note 1 - Accounting Policies   

The accounting and financial reporting policies of United Community Banks, Inc. (“United”) and its subsidiaries conform to accounting principles generally accepted in the United States of America and general banking industry practices.  The accompanying interim consolidated financial statements have not been audited.  All material intercompany balances and transactions have been eliminated.  A more detailed description of United’s accounting policies is included in the 2001 annual report filed on Form 10-K.

In management’s opinion, all accounting adjustments necessary to accurately reflect the financial position and results of operations on the accompanying financial statements have been made. These adjustments are considered normal and recurring accruals considered necessary for a fair and accurate presentation. The results for interim periods are not necessarily indicative of results for the full year or any other interim periods.

Note 2  - Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share for the three and nine months ended September 30 (in thousands, except per share data).  All amounts have been restated to reflect the two for one stock split effective May 29, 2002, for shareholders of record May 15, 2002, that was announced on April 25, 2002.

                 
    Three Months Ended   Nine Months Ended
    September 30,   September 30,


    2002   2001   2002   2001




Basic earnings per share:                

Weighted average shares outstanding

  21,392   21,090   21,402   21,063

Net income available to common shareholders

 $

8,375

 $

7,214

$

24,142  $ 20,515

Basic earnings per share

 $

 .39

 $

 .34

$

1.13  $ .97
                 
Diluted earnings per share:                

Weighted average shares outstanding

  21,392   21,090   21,402   21,063

Net effect of the assumed exercise of stock options based on the

               

treasury \stock method using average market price for the period

  561   292   545   305

Effect of conversion of subordinated debt

  280   280   280   280
   
 
 
 

Total weighted average shares and common stock equivalents

               

outstanding

  22,233   21,662   22,227   21,648
   
 
 
 
                 

Net income available to common shareholders

8,375  $ 7,214 $ 24,142  $ 20,515

Income effect of conversion of subordinated debt, net of tax

  29   40   86   137
   
 
 
 

Net income, adjusted for effect of conversion of subordinated

               

debt, net of tax

  8,404   7,254   24,228   20,652
   
 
 
 
                 

Diluted earnings per share

 $ .38  $ .33  $ 1.09  $ .95
   
 
 
 

Note 3 – Stock Split

On April 25, 2002, United announced a two-for-one stock split in the form of a 100% stock dividend effective May 29, 2002 for shareholders of record May 15, 2002.  All financial statements 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.

Note 4 – Reclassification

Certain amounts for the comparative periods of 2001 have been reclassified to conform to the 2002 presentation.

6


 

Note 5 – New Accounting Pronouncements

Effective October 1, 2002, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 147, “Acquisitions of Certain Financial Institutions,” which amends both SFAS No. 72, “Accounting for Certain Acquisitions of Banking or Thrift Institutions.” It also requires that those transactions be accounted for in accordance with SFAS No. 141, “Business Combinations,” and SFAS No. 142 “Goodwill and Other Intangible Assets.”

Specifically, the requirement in paragraph 5 of SFAS 72 to recognize (and subsequently amortize) any excess of the fair value of liabilities assumed over the fair value of tangible and identifiable intangible assets acquired as an unidentifiable intangible asset no longer applies to business combinations within the scope of SFAS No. 72. In addition, this Statement amends SFAS 144 “Accounting for the Impairment or Disposal of Long-Lived Assets,” to include in its scope long-term customer-relationship intangible assets of financial institutions such as depositor- and borrower-relationship intangible assets and credit cardholder intangible assets. Consequently, those intangible assets are subject to the same undiscounted cash flow recoverability test and impairment loss recognition and measurement provisions that SFAS No. 144 requires for other long-lived assets that are held and used.

This new pronouncement will not have a significant impact on the financial position or results of operations of United.


7


 

Part I

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

This Form 10-Q, contains forward-looking statements regarding United Community Banks, Inc., including, without limitation, statements relating to United’s expectations 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 United’s control).  The following factors, among others, could cause United’s financial performance to differ materially from the expectations expressed in such forward-looking statements:  (1) business increases, productivity gains and other investments are lower than expected or do not occur as quickly as anticipated;  (2) competitive pressures among financial services companies increase significantly;  (3) the strength of the United States economy in general and/or the strength of the local economies of the states in which United conducts operations changes;  (4) trade, monetary and fiscal policies and laws, including interest rate policies of the Board of Governors of the Federal Reserve System, change;  (5) inflation, interest rates and/or market conditions fluctuate;  (6) conditions in the stock market, the public debt market and other capital markets deteriorate;  (7) United fails to develop competitive new products and services and/or new and existing customers do not accept these products and services;  (8) financial services laws and regulations change;  (9) technology changes and United fails to adapt to those changes;  (10) consumer spending and saving habits change;  (11) unanticipated regulatory or judicial proceedings occur; and (12) 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 undue reliance should not be placed 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-Q.

Overview

United is a bank holding company registered under the Bank Holding Company Act of 1956, and was incorporated under the laws of the state of Georgia in 1987 and commenced operations in 1988.  United’s activities are primarily conducted by its nine wholly-owned banking subsidiaries (which are collectively referred to as the “Banks” in this discussion) and Brintech, Inc. a consulting firm providing professional services to the financial services industry.

On March 18, 2002, United began trading on The Nasdaq Stock Market under the symbol UCBI.  Previously, the stock was listed on the over-the-counter market on the Pink Sheets.

On May 15, 2002, United had a two-for-one stock split.  All financial information and per share amounts included in Management’s Discussion and Analysis have been restated to reflect the change in the number of shares outstanding as of the beginning of the earliest period presented.

On July 18, 2002, United’s Board of Directors approved the merger of its eight Georgia banking charters into a single charter.  The banks will continue to operate under the direction of their local bank presidents and affiliate board of directors.

At September 30, 2002, United had total consolidated assets of $3.1 billion, total loans of $2.3 billion, total deposits of $2.4 billion and stockholders’ equity of $215 million.

Critical Accounting Policies

The accounting and reporting policies of United Community Banks, Inc. and its subsidiaries are in accordance with accounting principles generally accepted in the United States and conform to general practices within the banking industry.  The more critical accounting and reporting policies include United’s accounting for securities, loans and the allowance for loan losses.  In particular, United’s accounting policies relating to the allowance for loan losses involve the use of estimates and require significant judgments to be made by management.  Different assumptions in the application of these policies could result in material changes in United’s consolidated financial position or consolidated results of operations.  See “Asset Quality and Risk Elements” herein for a complete discussion of United’s accounting methodologies related to the allowance.

8


 

Results of Operations

Table 1 – Financial Highlights

UNITED COMMUNITY BANKS, INC.                  
For the Three and Nine Months Ended September 30, 2002

                 
  2002   2001


(in thousands, except per share Third   Second   First   Fourth   Third
data; taxable equivalent) Quarter   Quarter   Quarter   Quarter   Quarter

OPERATING INCOME (Unaudited)   (Unaudited)   (Unaudited)   (Unaudited)   (Unaudited)

SUMMARY (1)

                 
Interest revenue $ 49,076   $ 49,326   $ 48,951   $ 49,914   $ 51,312   
Interest expense 18,942   18,761   19,690   21,182   24,125   
 
 
 
 
 

Net interest revenue

30,134   30,565   29,261   28,732   27,187   
Provision for loan losses 1,800   1,800   1,500   1,450   1,500   
Total fee revenue 7,727   7,302   6,921   6,898   6,107   
 
 
 
 
 

Total revenue

36,061   36,067   34,682   34,180   31,794   
Operating expenses 22,551   23,195   22,373   22,163   20,509   
 
 
 
 
 

Income before taxes

13,510   12,872   12,309   12,017   11,285   
Income taxes 5,109   4,773   4,589   4,312   4,045   
 
 
 
 
 

Net income

$ 8,401   $ 8,099   $ 7,720   $ 7,705   $ 7,240   
 
 
 
 
 
         
PER COMMON SHARE (1)                  
Basic $ .39   $ .38   $ .36   $ .36   $ .34    
Diluted .38   .36   .35   .35   .33   
Cash dividends declared .0625   .0625   .0625   .05   .05   
Book value 10.01   9.71   9.11   8.97   8.67   
                   
KEY PERFORMANCE                  

RATIOS (1)

                 
Return on common equity (3) 16.56 % 16.67 % 16.52 % 16.93 % 16.77%
Return on average assets 1.12   1.12   1.12   1.14   1.12   
Efficiency ratio

59.66

 

61.25

 

61.83

 

62.19

 

61.65   

Net interest margin 4.31   4.51   4.51   4.59   4.51   
Dividend payout ratio 16.03   16.45   17.36   13.89   14.71   
Average equity to average                  

assets

7.15   6.95   7.02   7.11   6.96   
                   
ASSET QUALITY                  
Allowance for loan losses $ 30,300   $ 29,190   $ 28,134   $ 27,124   $ 26,427   
Non-performing assets 9,591   9,221   9,130   9,670   9,176   
Net charge-offs 690   745   490   1,757   724   
Allowance for loan losses                  

to loans

1.30 % 1.29 % 1.31 % 1.35 % 1.44%
Non-performing assets to                  

total assets

.31   .31   .32   .35   .36   
Net charge-offs to average                   

loans

.12   .14   .10   .36   .16   
                 
AVERAGE BALANCES                  
Loans $ 2,300,681   $ 2,211,980   $ 2,085,153   $ 1,930,400   $ 1,844,934   
Earning assets (2) 2,780,276   2,717,074   2,624,650   2,491,762   2,399,920   
Total assets 2,976,509   2,911,514   2,806,575   2,673,769   2,571,098   
Deposits 2,378,656   2,286,231   2,169,845   2,061,461   1,997,273   
Stockholders’ equity 212,703   202,319   196,895   190,008   179,041   
Common shares outstanding:                  

Basic

21,392   21,407   21,407   21,276   21,090   

Diluted

22,233   22,383   22,063   21,893   21,662   
                   
AT PERIOD END                  
Loans $ 2,331,862   $ 2,269,973   $ 2,153,743   $ 2,007,990   $ 1,836,188   
Earning assets 2,908,577   2,823,262   2,680,066   2,554,530   2,395,230   
Total assets 3,142,393   3,014,608   2,871,843   2,749,257   2,561,368   
Deposits 2,386,962   2,340,376   2,256,236   2,116,499   1,999,375   
Stockholders’ equity 215,430   209,587   196,703   194,665   184,646   
Common shares outstanding 21,345   21,414   21,400   21,511   21,090   
                   
REPORTED RESULTS                  
Net income $ 8,401   $ 8,099   $ 7,720   $ 6,621   $ 7,240   
Earnings per share:                  

Basic

.39   .38   .36   .31   .34   

Diluted

.38   .36   .35   .30   .33   
Return on common equity (3) 16.56 % 16.67 % 16.52 % 14.54 % 16.77%
Return on average assets 1.12   1.12   1.12   .98   1.12   
Efficency ratio

59.66

 

61.25

 

61.83

 

66.73

 

61.65   

Dividend payout ratio 16.03   16.45   17.36   16.13   14.71   
                   
                   
(1) Presented on an operating basis which excludes after-tax nonrecurring charges totaling $1.1 million or $.05 per diluted common share recorded in the fourth quarter of 2001.
(2) Excludes unrealized gains and losses on securities available for sale.
(3) Return on common equity is calculated by dividing net income available to common stockholders by average realized common equity which excludes accumulated other comprehensive income.

 


 
UNITED COMMUNITY BANKS, INC.                  
For the Three and Nine Months Ended September 30, 2002

(Table 1 - continued)

Third          
Quarter   For the Nine  

YTD

(in thousands, except per share 2002-2001   Months Ended  

2002-2001

data; taxable equivalent) Change   2002   2001  

Change



OPERATING INCOME       (Unaudited)   (Unaudited)  

SUMMARY (1)

             
Interest revenue        $ 147,353   $ 160,122  
Interest expense       57,393   79,690  
       
 
     

Net interest revenue

11 %   89,960   80,432  

12

%

Provision for loan losses       5,100   4,550  
Total fee revenue 27     21,950   18,369   19
       
 
     

Total revenue

13     106,810   94,251   13
Operating expenses 10     68,119   61,743   10
       
 
     

Income before taxes

20     38,691   32,508   19
Income taxes       14,471   11,898  
       
 
     

Net income

16     $ 24,220   $ 20,610   18
       
 
     
           
PER COMMON SHARE (1)              
Basic 15     $ 1.13   $ .97   16
Diluted 15     1.09   .95   15
Cash dividends declared 25     .1875   .15   25
Book value 15     10.01   8.67   15
               
KEY PERFORMANCE              

RATIOS (1)

             
Return on common equity (3)       16.58 % 16.65 %    
Return on average assets       1.12   1.08  
Efficiency ratio      

60.90

 

62.63

 
Net interest margin       4.44   4.49  
Dividend payout ratio       16.59   15.46  
Average equity to average              

assets

      7.04   6.71  
               
ASSET QUALITY              
Allowance for loan losses       $ 30,300   $ 26,427  
Non-performing assets       9,591   9,176  
Net charge-offs       1,924   2,821  
Allowance for loan losses              

to loans

      1.30 % 1.44 %    
Non-performing assets to                  

total assets

      .31   .36  
Net charge-offs to average              

loans

      .12   .21  
             
AVERAGE BALANCES              
Loans 25     $ 2,200,061   $ 1,829,551   20
Earning assets (2) 16     2,707,904   2,394,587   13
Total assets 16     2,898,823   2,555,473   13
Deposits 19     2,279,009   1,992,799   14
Stockholders’ equity 19     204,030   171,472   19
Common shares outstanding:              

Basic

1     21,402   21,063   2

Diluted

3     22,227   21,648   3
               
AT PERIOD END              
Loans 27     $ 2,331,862   $ 1,836,188   27
Earning assets 21     2,908,577   2,395,230   21
Total assets 23     3,142,393   2,561,368   23
Deposits 19     2,386,962   1,999,375   19
Stockholders’ equity 17     215,430   184,646   17
Common shares outstanding 1     21,345   21,090   1
               
REPORTED RESULTS              
Net income 16     $ 24,220   $ 20,610   18
Earnings per share:              

Basic

15     1.13   .97   16

Diluted

15     1.09   .95   15
Return on common equity (3)       16.58 % 16.65 %
Return on average assets       1.12   1.08  
Efficency ratio      

60.90

 

62.63

 
Dividend payout ratio       16.59   15.46  
             
(1) Presented on an operating basis which excludes after-tax nonrecurring charges totaling $1.1 million or $.05 per diluted common share recorded in the fourth quarter of 2001.
(2) Excludes unrealized gains and losses on securities available for sale.
(3) Return on common equity is calculated by dividing net income available to common stockholders by average realized common equity which excludes accumulated other comprehensive income.

9


 

                Net operating income was $8.4 million for the three months ended September 30, 2002, an increase of $1.2 million, or 16%, from the same period in 2001. Diluted earnings per share was $.38 for the three months ended September 30, 2002, compared with $.33 for the same period in 2001, an increase of 15%.  Return on average common stockholders’ equity for the third quarter of 2002 was 16.56%, compared with 16.77% for the third quarter of 2001.  Return on average assets for the three months ended September 30, 2002 was 1.12%, unchanged from the three months ended September 30, 2001.

                For the nine months ended September 30, 2002, net operating income was $24.2 million, an increase of $3.6 million or 18% over the first nine months of 2001.  Diluted earnings per share was $1.09 for the nine months ended September 30, 2002, compared with $.95 for the same period in 2001, an increase of 15%.  Return on average common stockholders’ equity for the first nine months of 2002 was 16.58%, compared with 16.65% for the first nine months of 2001.  Return on average assets for the nine months ended September 30, 2002 was 1.12%, compared to 1.08% for the nine months ended September 30, 2001.

Net Interest Revenue (Taxable Equivalent)

                Net interest revenue (the difference between the interest earned on assets and the interest paid on deposits and liabilities) is the single largest component of United's total 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 for the quarter of $30.1 million was up 11% over last year, with year-to-date up 12% at $90.0 million.  The main driver of this increase was loan growth.  Average loans increased $456 million or 25% from the third quarter of last year.  This was due to a rise in demand starting late in the fourth quarter of 2001, the addition of seasoned commercial lenders in the metro Atlanta market and the merger with Peoples Bancorp, Inc. (“United Community Bank West Georgia”) completed in the latter half of 2001.  The period end total loans balance increased $496 million over last year, $257 million was across United’s markets in north Georgia and western North Carolina.  The balance of the increase, $239 million was in the metro Atlanta market, including $62 million relating to the merger, as well as strong growth in the remainder of our metro Atlanta market.

                Average interest-earning assets increased $380 million, or 16%, for the quarter and $313 million, or 13%, year-to-date, over the same periods for 2001, reflecting the growth in loans net of attrition in the investment securities portfolio.  The majority of the increase in interest-earning assets was funded by interest-bearing sources as the increases in average interest-bearing liabilities for the quarter and year-to-date were approximately $333 million  and $285 million over 2001.

                The banking industry uses two key ratios to measure relative profitability of net interest revenue.  The net interest rate spread measures the difference between the average yield on interest-earning assets and the average rate paid on interest-bearing liabilities.  The interest rate spread eliminates the impact of non-interest-bearing deposits and gives a direct perspective on the effect of market interest rate movements.  The net interest margin is defined as net interest revenue as a percent of average total interest-earning assets and takes into account the positive impact of investing non interest-bearing deposits and capital.

                For the three months ended September 30, 2002 and 2001, United’s net interest spread was 3.91% and 3.92%, respectively, while the net interest margin was 4.31% and 4.51%, respectively.  For the nine months ended September 30, 2002 and 2001, United’s net interest spread was 4.04% and 3.84%, respectively, while the net interest margin was 4.44% and 4.49%, respectively.  Though net interest spread for the quarter was down only slightly from the third quarter of 2001, and the year-to-date net interest spread increased over the same period in 2001, the net interest margin was down in both the quarterly and year-to-date comparisons.  The decline in the net interest margin was primarily caused by the effects of the low interest rate environment on the growing floating rate loan portfolio.  At September 30, 2002, United had approximately $950 million in loans indexed to the daily Wall Street prime rate compared with $390 million a year ago.  United also had $75 million in notional value of receive-fixed swap contracts that matured late in the second and early in the third quarters.  The combination of the maturing swaps and increase in floating rate loans increased the asset sensitivity of the balance sheet and compressed the net interest margin.  The effect of the margin compression was partially offset by improvement in asset and liability mix caused by the increase in loans and interest-bearing deposits.  Deposit incentive programs begun earlier in the year to attract certificates of deposits and money market accounts also contributed to the margin compression.

                The average yield on interest-earning assets for the third quarter of 2002 was 7.01%, compared with 8.49% in the third quarter of 2001.  For the first nine months of 2002, the average yield on interest-earning assets was 7.27% compared with 8.94% for the first nine months of 2001.  The main driver of this decrease was loan yields which for the three and nine months ended September 30, 2002 were down 193 and 209 basis points, respectively, compared to the same periods in 2001.  A shift toward floating rate loans contributed to the decline caused by the lower rate environment.

                The average cost of interest-bearing liabilities for the third quarter 2002 was 3.10%, a decrease of 147 basis points from third quarter 2001.  For the nine months ended September 30, 2002 and 2001, the average cost of interest-bearing liabilities was 3.23% and 5.10%, respectively, a decrease of 187 basis points.  Both the quarterly and year-to-date decreases were primarily due to lower rates paid on interest-bearing demand deposits and savings accounts and lower pricing on new and renewed time deposits.  For the third quarter of 2002, average core deposits, which include transaction accounts, savings accounts and non-brokered certificates of deposit less than $100,000, increased $240 million, or 15%, to $1.8 billion from a year ago.

                The following table shows the relationship between interest revenue and expense and the average balances of interest-earning assets and interest-bearing liabilities for the three months ended September 30, 2002 and 2001.

10


 
Table 2 - Average Consolidated Balance Sheets and Net Interest Analysis                
For the Three Months Ended September 30,                      
(In thousands, taxable equivalent)                      
                       
                       
      2002           2001    


  Average     Avg.   Average     Avg.
  Balance   Interest Rate   Balance   Interest Rate


Assets:                      
Interest-earning assets:                      

Loans, net of unearned income (1)

$ 2,300,681    $ 42,470 7.32 %   $ 1,844,934   $ 43,022 9.25 %

Taxable securities (3)

365,199    5,087 5.57     394,371   6,332 6.42  

Tax-exempt securities (1)

69,834    1,308 7.49     75,781   1,328 7.01  

Federal funds sold and other interest-earning assets

44,562    211 1.89     84,834   630 2.97  
 



                       

Total interest-earning assets

2,780,276    49,076 7.01     2,399,920   51,312 8.49  
 



Non-interest-earning assets:                      

Allowance for loan losses

(30,038)           (26,220)        

Cash and due from banks

76,611            69,813        

Premises and equipment

68,761            57,771        

Other assets

80,899            69,814        


Total assets

$ 2,976,509            $ 2,571,098        


                       
Liabilities and Stockholders' Equity                      
Interest-bearing liabilities:                      
Interest-bearing deposits:                      

Transaction accounts

$ 671,576    $ 3,073 1.82     $ 479,478   $ 3,089 2.56  

Savings deposits

99,723    134 .53     93,382   305 1.30  

Certificates of deposit

1,294,296    11,303 3.46     1,154,127   15,398 5.29  

 





Total interest-bearing deposits

2,065,595    14,510 2.79     1,726,987   18,792 4.32  
 



Federal Home Loan Bank advances

290,542    3,233 4.41     274,553   3,846 5.56  

Long-term debt and other borrowings

71,452    1,199 6.66     93,147   1,487 6.33  
 



Total borrowed funds

361,994    4,432 4.86     367,700   5,333 5.75  
 



                       

Total interest-bearing liabilities

2,427,589    18,942 3.10     2,094,687   24,125 4.57  


Non-interest-bearing liabilities:                      

Non-interest-bearing deposits

313,061            270,286        

Other liabilities

23,156            27,084        
 
 

Total liabilities

2,763,806            2,392,057        
 
 
Stockholders' equity 212,703            179,041        
 
 

Total liabilities

                     

    and stockholders' equity

$ 2,976,509            $ 2,571,098        
 
 
                       
Net interest revenue     $ 30,134           $ 27,187    


Net interest-rate spread       3.91 %         3.92 %
       
         
 
Net interest margin (2)       4.31 %         4.51 %
       
         
 
                       
(1) Interest revenue on tax-exempt securities and loans has been increased to reflect comparable interest on taxable securities.
(2) Net interest margin is taxable equivalent net-interest revenue divided by average interest-earning assets.
(3) Securities available for sale are reported at amortized cost. Pretax unrealized gains of $13.6 million in 2002 and $8.8 million in
     2001 are included in other assets for purposes of this presentation.

11


 

                The following table shows the relationship between interest revenue and expense and the average balances of interest-earning assets and interest-bearing liabilities for the nine months ended September 30, 2002 and 2001.

Table 2 - Average Consolidated Balance Sheets and Net Interest Analysis (continued)        
For the Nine Months Ended September 30,                      
(In thousands, taxable equivalent)                      
                       
                       
      2002           2001    


  Average     Avg.   Average     Avg.
  Balance   Interest Rate   Balance   Interest Rate


Assets:                      
Interest-earning assets:                      

Loans, net of unearned income (1)

$ 2,200,061   $ 125,988 7.66 %   $ 1,829,551   $ 133,414 9.75 %

Taxable securities (3)

379,437   16,528 5.81     414,490   20,709 6.66  

Tax-exempt securities (1)

70,513   4,006 7.57     77,462   4,032 6.94  

Federal funds sold and other interest-earning assets

57,893   831 1.91     73,084   1,967 3.59  
 
 
     

   

Total interest-earning assets

2,707,904   147,353 7.27     2,394,587   160,122 8.94  
 
 
     

   
Non-interest-earning assets:                      

Allowance for loan losses

(28,947)           (25,810)        

Cash and due from banks

75,412           60,097        

Premises and equipment

67,291           57,358        

Other assets

77,163           69,241        

 


     

Total assets

$ 2,898,823           $ 2,555,473        
 
     
                       
Liabilities and Stockholders' Equity                      
Interest-bearing liabilities:                      
Interest-bearing deposits:                      

Transaction accounts

$ 621,811   $ 8,469 1.82     $ 450,399   $  10,395 3.09  

Savings deposits

97,875   398 .54     90,017   1,247 1.85  

Certificates of deposit

1,262,046   34,355 3.64     1,183,114   51,585 5.83  
 
 
     

   

Total interest-bearing deposits

1,981,732   43,222 2.92     1,723,530   63,227 4.90  
 
 
     

   

Federal Home Loan Bank advances

288,484   10,282 4.77     275,094   11,804 5.74  

Long-term debt and other borrowings

104,379   3,889 4.98     90,512   4,659 6.88  
 
 
     

   

Total borrowed funds

392,863   14,171 4.82     365,606   16,463 6.02  
 
 
     

   
                       
Total interest-bearing liabilities 2,374,595   57,393 3.23     2,089,136   79,690 5.10  


Non-interest-bearing liabilities:                      

Non-interest-bearing deposits

297,277           269,269        

Other liabilities

22,921           25,596        
 
     

Total liabilities

2,694,793           2,384,001        
 
     
Stockholders' equity 204,030           171,472        
 
     

Total liabilities

                     

   and stockholders' equity

$ 2,898,823           $ 2,555,473        
 
     
                       
Net interest revenue     $ 89,960           $   80,432    

 
 
Net interest-rate spread       4.04 %         3.84 %
       
         
 
Net interest margin (2)       4.44 %         4.49 %
       
         
 
                       
(1) Interest revenue on tax-exempt securities and loans has been increased to reflect comparable interest on taxable securities.
(2) Net interest margin is taxable equivalent net-interest revenue divided by average interest-earning assets.
(3) Securities available for sale are reported at amortized cost. Pretax unrealized gains of $9.5 million in 2002 and $7.7 million in
      2001are included in other assets for purposes of this presentation.

12


 

                The following table shows the relative impact on net interest revenue for changes in the average outstanding balances (volume) of interest-earning assets and interest-bearing liabilities and the rates earned and paid by United on such assets and liabilities.  Variances resulting from a combination of changes in rate and volume are allocated in proportion to the absolute dollar amounts of the change in each category.

Table 3 - Change in Interest Revenue and Expense on a Tax Equivalent Basis
(in thousands)                        
   
 
      Three Months Ended
September 30, 2002
  Nine Months Ended
September 30, 2002
    Compared to 2001   Compared to 2001
    Increase (decrease)   Increase (decrease)
    due to changes in   due to changes in
   
 
    Volume   Rate   Total   Volume   Rate   Total






Interest-earning assets:                    
Loans $ 9,426   $ (9,978) $ (552) $ 24,203  $ (31,629)  $ (7,426)
Taxable securities   (446)   (799)   (1,245)   (1,662)   (2,519)   (4,181)
Tax-exempt securities   (108)   88    (20)   (135)   109    (26)
Federal funds sold and other interest-earning
       assets
  (238)   (181)   (419)   (350)   (786)   (1,136)






Total interest-earning assets

  8,634    (10,870)   (2,236)   22,056    (34,825)   (12,769)






                         
Interest-bearing liabilities:                        
Transaction accounts   1,029    (1,045)   (16)   3,175    (5,101)   (1,926)
Savings deposits   19    (190)   (171)   100    (949)   (849)
Certificates of deposit   1,702    (5,797)   (4,095)   3,247    (20,477)   (17,230)






Total interest-bearing deposits

  2,750    (7,032)   (4,282)   6,522    (26,527)   (20,005)
Federal Home Loan Bank advances   214    (827)   (613)   553    (2,075)   (1,522)
Long-term debt and other borrowings   (361)   73    (288)   643    (1,413)   (770)






Total borrowed funds

  (147)   (754)   (901)   1,196    (3,488)   (2,292)






Total interest-bearing liabilities

  2,603    (7,786)   (5,183)   7,718    (30,015)   (22,297)






                         

Increase in net interest revenue

$  6,031  $ (3,084) $ 2,947  $ 14,338  $ (4,810) $  9,528 







Provision for Loan Losses

                The provision for loan losses was $1.8 million for the third quarter of 2002, compared with $1.5 million for the same period in 2001.  For the first nine months of 2002, the provision was $5.1 million , compared to $4.6 million for the first nine months of 2001.  As a percentage of average outstanding loans (on an annualized basis), the third quarter and year-to-date 2002 provision for loan losses was .31%, while for third quarter and year-to-date 2001 it was .33%.  United continues to experience strong credit quality and a relatively stable level of non-performing assets.  Net loan charge-offs as a percentage of average outstanding loans for the three months ended September 30, 2002 were .12% as compared with .16% for the same period in 2001.  For the nine months ended September 30, 2002 and 2001, net loan charge-offs as a percentage of average outstanding loans were .12% and .21%, respectively.

                The provision for loan losses is based on management’s evaluation of losses inherent in the loan portfolio and the corresponding analysis of the allowance for loan losses.  Additional discussion on loan quality and the allowance for loan losses is included in the Asset Quality section of this report.

13


 

Fee Revenue

                Fee revenue for the second quarter of 2002, totaled $7.7 million, compared with $6.1 million for 2001.  Fee revenue was approximately 21% of total revenue for both the quarter and year-to-date, compared with 19% for the same periods a year ago.  United is focused on increasing fee revenue through new products and services.  The following table presents the components of fee revenue for the third quarter and year-to-date for 2002 and 2001.

Table 4 - Fee Revenue              
For the Three and Nine Months Ended September 30,     

 

           
(in thousands, taxable equivalent)              
                             
    Three Months Ended   Nine Months Ended  
    September 30,       September 30,    

Change
Change
    2002   2001   2002-2001   2002   2001   2002-2001






                             
Service charges and fees

$

  3,576

 $

 2,377   50 

%

     $

9,801  $  7,304   34  %
Mortgage loan and related fees   1,844   1,486   24      5,087   3,801   34   
Consulting fees   1,216   1,112       3,381   3,732   (9)  
Brokerage fees   467   389   20      1,456   953   53   
Securities gains, net   64   27         64   219       
Other   560   716   (22)     2,161   2,360   (8)  




Total

$

7,727

 $

  6,107   27    $   21,950  $ 18,369   19   




                The main driver of fee revenue growth was service charges on deposit accounts of $3.6 million, up $1.2 million, or 50%, over the third quarter of 2001, and $9.8 million for the first nine months of 2002, up $2.5 million, or 34% over the first nine months of 2001.  The increase in service charges and fees was primarily due to higher fees related to new products and services introduced in 2002, as well as an increase in the number of accounts and transaction activity.

                Another contributor to the increase in fee revenue this quarter was mortgage loan and related fees of $1.8 million, up $358,000.  Year-to-date, mortgage loan and related fees of $5.1 million were up $1.3 million, or 34% from the same period in 2001.  Mortgage loan originations in United’s markets for the third quarter of 2002 were up from the third quarter of 2001 and second quarter 2002, as mortgage rates fell in the third quarter of 2002 with the flattening of the yield curve.  Substantially all of these originated residential mortgages were sold into the secondary market, including the right to service these loans.

                Consulting fees for the quarter were $1.2 million, up $104,000, or 9% from a year ago.  Year-to-date, consulting fees of $3.4 million were down 9% from the same period in 2001.  The events of third quarter 2001 slowed business dramatically for a good portion of the fourth quarter of 2001.  Late in the first quarter of 2002 business started to show signs of a rebound, and continued to recover throughout the second and third quarters.

                Brokerage fees of $.5 million were up 20% over the amount reported in the third quarter of 2001.  Year-to-date they were up 53% over the first nine months of 2001.  Over the last two years, United has been building its brokerage business by recruiting brokers and offering brokerage services to its existing customer base.

                Other fee revenue for the three months ended September 30, 2002 was down $156,000 compared to the same period in 2001.  The majority of the decrease was due to a gain recorded on the sale of branch property in the third quarter of last year.

14


 

Operating Expenses

                For the three months ended September 30, 2002, total operating expenses were $22.6 million, compared with $20.5 million for 2001, while year-to-date total operating expenses for 2002 were $68.1 million, compared with $61.7 million for the same period in 2001.  The following table presents the components of operating expenses for the three and nine months ended September 30, 2002 and 2001. 

Table 5 - Operating Expenses              
For the Three and Nine Months Ended September 30,            
(in thousands)              
                             
    Three Months Ended   Nine Months Ended  
    September 30,         September 30,     

  Change
  Change
    2002   2001   2002-2001   2002   2001   2002-2001






                             
Salaries and employee benefits   $ 14,352   $ 12,490   15  %   $   42,786   $ 36,820   16  %
Occupancy   2,047   1,921       6,223   5,866    
Communications and equipment   1,685   1,556       4,708   4,446    
Postage, printing and supplies   870   1,057   (18)     2,836   3,029   (6)  
Professional fees   881   706    25      2,621   2,700   (3)  
Advertising and public relations   639   659   (3)     2,358   2,058   15   
Amortization of intangibles   85   190   (55)     255   570   (55)  
Other   1,992   1,930       6,332   6,254    




Total   $ 22,551   $ 20,509   10      $   68,119   $ 61,743   10   




                Salaries and benefits for the third quarter of 2002 totaled $14.4 million, an increase of 15% over the same period in 2001.  For the first nine months of 2002, salaries and benefits of $42.8 million were up 16% over the first nine months of 2001.  United’s full-time equivalent staff increased to 1,098, up 114 from a year ago.  The head count growth was evenly divided between a merger, business development and infrastructure.  The merger with United Community Bank West Georgia added approximately 30 staff.  Business development at various banks added approximately 40 staff, including lenders in the metro Atlanta market, plus five new banking and commercial loan office locations and other customer support.  The holding company and operations added approximately 40 staff, which included staff for a regional credit function, two new processing centers and other support areas.  An increase in variable incentive compensation resulting from higher mortgage loan production and brokerage fees accounted for most of the remaining increase.

                Postage, printing and supplies in the third quarter of $870,000, and year-to-date of $2.8 million, are down 18% and 6%, respectively, from the same periods last year.  This decrease was due to the write off of old stationary and printed products in the third quarter of last year as United’s banking subsidiaries came under a common brand name.

                Professional fees of $881,000 were up $175,000 or 25% from the third quarter of 2001, while for the first nine months of 2002, these expenses were $2,621,000, down 3% over the same period in 2001.  The main driver of this increase has been the reliance on professional services to support additional business as the company has grown.

                Amortization of intangibles of $85,000 for the quarter and $255,000 year-to-date decreased 55% from prior periods.  This decrease was due to adoption of Statement of Financial Accounting Standards No. 142 “Goodwill and Other Intangibles” which discontinued amortization of goodwill effective January 1, 2002.

                The efficiency ratio measures total operating expenses as a percentage of total revenue, excluding the provision for loan losses and net securities gains and losses.   United’s efficiency ratio for the third quarter of 2002 was 59.66% as compared with 61.65% for the third quarter of 2001.  For the first nine months of 2002 and 2001, the efficiency ratios were 60.90% and 62.63%, respectively.  The improvement in the efficiency ratio is due to management’s focus on controlling operating expenses.

15


 

Income Taxes

                Income taxes, excluding taxable equivalent adjustments, were $4.5 million in the third quarter of 2002, compared with $3.6 million in the third quarter of 2001.  For the first nine months of 2002, income taxes were $12.7 million, compared with $10.3 million over the same period in 2001.  The effective tax rates (as a percentage of pre-tax net income) for third quarter 2002 and 2001 were 35.0% and 33.0%, respectively.  For the first nine months of 2002 and 2001, the effective tax rates were 34.4% and 33.3%, 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.  The increase in the effective tax rates from 2001 is due to less tax-exempt revenue in 2002 on a growing revenue base.  Additional information regarding income taxes can be found in Note 10 to the Consolidated Financial Statements filed with United’s 2001 Form 10-K.

Balance Sheet Review

              Total assets at September 30, 2002 were $3.142 billion, 14% higher than the $2.749 billion as of December 31, 2001 and 23% higher than the $2.561 billion as of September 30, 2001.  Average total assets for the third quarter of 2002 were $2.977 billion, up $405 million from the average assets in the third quarter of 2001.

Loans

             At September 30, 2002, total loans were $2.332 billion, an increase of $496 million, or 27% from September 30, 2001 and an increase of $324 million, or 16%, from December 31, 2001.  Average total loans for the third quarter of 2002 were $2.301 billion, an increase of $456 million, or 25% over third quarter of 2001.  Over the past five years, United has experienced strong loan growth in all markets, with particular strength in loans secured by real estate, both residential and non-residential.  Substantially all of United’s loans are to customers located in Georgia and North Carolina, the immediate market areas of the Banks.  This includes loan customers who have a seasonal residence in the Banks’ market areas.   After some softness in the first three quarters of 2001, loan growth began to pick up in the fourth quarter of 2001 and continued through the first nine months of 2002.  Approximately $230 million of the increase occurred in construction and land development loans which was split evenly between residential and commercial.  Growth has also been strong in residential and commercial real estate loans which grew $127 million and $129 million, respectively from September 30, 2001.

Asset Quality and Risk Elements

              United manages asset quality and controls credit risk through close supervision of the loan portfolio and the application of policies designed to promote sound underwriting and loan monitoring practices.  United's loan administration function is charged with monitoring asset quality, establishing credit policies and procedures and enforcing the consistent application of these policies and procedures at all of the Banks.  Additional information on United’s loan administration function is included in Item 1 under the heading Loan Review and Non-performing Assets in United’s Annual Report on Form 10-K.

              The provision for loan losses charged to earnings is based upon management’s judgment of the amount necessary to maintain the allowance 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, management's assessment of loan portfolio quality, the value of collateral, and economic factors and trends.  The evaluation of these factors is performed by United’s credit administration department through an analysis of the adequacy of the allowance for loan losses.

              Reviews of non-performing loans, past due loans and larger credits, designed to identify potential charges to the allowance for loan losses, as well as determine the adequacy of the allowance, are conducted on a regular basis during the year.  These reviews are performed by the responsible lending officers, as well as a separate loan review department, and consider such factors as the financial strength of borrowers, the value of the applicable collateral, past loan loss experience, anticipated loan losses, growth in the loan portfolio, prevailing and anticipated economic conditions and other factors.

16


 

                The following table presents a summary of changes in the allowance for loan losses for the three and nine months ended September 30, 2002 and 2001.

Table 6 - Summary of Loan Loss Experience          
For the Three and Nine Months Ended September 30,          
(in thousands)          
                     
    Three Months Ended   Nine Months Ended  
    September 30,     September 30,  


    2002   2001     2002   2001  




                     
Balance beginning of period $ 29,190 

 $

25,651   

$

27,124   $ 24,698   
Loans charged-off   (1,031)   (949)     (2,875)   (3,516)  
Recoveries   341    225      951    695   




                     

Net charge-offs

  (690)   (724)     (1,924)   (2,821)  
Provision for loan losses   1,800    1,500      5,100    4,550   




                     

Balance end of period

 $ 30,300   $  26,427    30,300  $ 26,427   




                     
                     
Total loans:                    

At period end

 $ 2,331,862 

 $

1,836,188    $ 2,331,862   $ 1,836,188   

Average

  2,300,681    1,844,934      2,200,061    1,829,551   

As a percentage of average loans:

                   

Net charge-offs

  .12  % .16  %   .12  % .21  %

Provision for loan losses

  .31    .33      .31    .33   
Allowance as a percentage of period end loans   1.30    1.44      1.30    1.44   
Allowance as a percentage of non-performing loans   334    363      334    363   

                Management believes that the allowance for loan losses at September 30, 2002 is adequate 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.

Non-performing Assets

                Non-performing loans, which include non-accrual loans and accruing loans past due over 90 days, totaled $9.1 million at September 30, 2002, compared with $8.6 million at December 31, 2001 and $7.3 million at September 30, 2001.  There is no concentration of non-performing loans attributable to any specific industry.  At September 30, 2002, the ratio of non-performing loans to total loans was .39%, compared with .43% at December 31, 2001 and .40% at September 30, 2001.  Non-performing assets, which include non-performing loans and foreclosed real estate, totaled $9.6 million at September 30, 2002, compared with $9.7 million at December 31, 2001 and $9.2 million at September 30, 2001.

                 United’s 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 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.  Depending on management’s evaluation of the borrower and loan collateral, interest revenue on a non-accrual loan may be recognized on a cash basis as payments are received.

17


 

                There were no commitments to lend additional funds to customers whose loans were on non-accrual status at September 30, 2002.  The table below summarizes United's non-performing assets.

Table 7 - Non-Performing Assets                  
(in thousands)                  
                   
                   
    September 30,     December 31,     September 30,  
    2002     2001     2001  



Non-accrual loans

 $

 9,022    8,610  

$

6,905  
Loans past due 90 days or more and still accruing   47     -     366  



                   

Total non-performing loans

  9,069     8,610     7,271  
Other real estate owned   522     1,060     1,905  



                   

Total non-performing assets

 $

 9,591    $ 9,670  

 $

9,176  



                   
Total non-performing loans as a percentage of total loans   .39 %   .43 %   .40 %
                   
Total non-performing assets as a percentage of total assets   .31     .35     .36  

                At September 30, 2002, United had $16.4 million of loans that were not classified as non-performing but for which known information about the borrowers’ financial condition caused management to have concern about the ability of the borrowers to comply with the repayment terms of the loans.   These loans were identified through the loan review process described in the Asset Quality and Risk Elements section of this discussion above that provides for assignment of a risk rating based on a ten-grade scale to all commercial and commercial real estate loans.  Based on the evaluation of current market conditions, loan collateral, other secondary sources of repayment and cash flow generation, management does not anticipate any significant losses related to these loans.  These loans are subject to continuing management attention and are considered in the determination of the allowance for loan losses.

Investment Securities

                The composition of the investment securities portfolio reflects United's investment strategy of maintaining an appropriate level of liquidity while providing a relatively stable source of income. The investment securities portfolio also provides a balance to interest rate risk and credit 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 average investment securities decreased 7% from third quarter of 2001 primarily due to accelerated prepayment of mortgages underlying mortgage-backed securities, brought on by the current lower rate environment, as well as other scheduled maturities.

                The investment securities portfolio consists of U.S. Government and agency securities, municipal securities, various equity securities and U.S. Government sponsored agency mortgage-backed securities.  A mortgage-backed security relies on the underlying 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.  Decreases in interest rates will generally cause an acceleration of prepayment levels.  In a declining interest rate environment, United generally will not be able to reinvest the proceeds from these prepayments in assets that have comparable yields.

18


 

Deposits

                Total deposits at September 30, 2002 were $2.387 billion, an increase of $388 million from September 30, 2001.  Total non-interest-bearing demand deposit accounts increased $47 million and interest-bearing demand accounts increased $190 million from the third quarter of 2001.  Total time deposits as of September 30, 2002 were $1.285 billion, an increase of $146 million from the third quarter 2001.   

                Time deposits of $100,000 and greater totaled $396 million at September 30, 2002, compared with $347 million at September 30, 2001. United utilizes “brokered” time deposits, issued in certificates of less than $100,000, as an alternative source of cost-effective funding.   Brokered time deposits outstanding at September 30, 2002 and September 30, 2001 were $138 and $60 million, respectively.

Wholesale Funding

                At September 30, 2002, all of the Banks were shareholders in the Federal Home Loan Bank of Atlanta. Through this affiliation, secured advances totaling $333 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.  The FHLB advances outstanding at September 30, 2002 had both fixed and floating interest rates ranging from 1.93% to 7.81%.  Approximately 23% of the FHLB advances mature prior to December 31, 2002.  Additional information regarding FHLB advances, including scheduled maturities, is provided in Note 8 to the consolidated financial statements filed with United’s 2001 Form 10-K.

Interest Rate Sensitivity Management

                The absolute level and volatility of interest rates can have a significant impact on United's 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 United's 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.

                The Company’s net interest revenue is influenced by changes in the level of interest rates.  The Company manages its exposure to fluctuations in interest rates through policies established by the Asset/Liability Management Committee (“ALCO”) of United and of its subsidiary Banks.  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 the interest rate sensitivity of the Company.

                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 various scenarios, 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 (“flat rate scenario”) 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 runs ramp scenarios that assume gradual increases and decreases of 100 basis points each over the next twelve months.  United’s policy for net interest revenue simulation is limited to a change from the flat rate scenario of less than 5% for the up or down 100 basis point ramp scenarios over twelve months.  At September 30, 2002, United’s simulation model indicated that a 100 basis point increase in rates over the next twelve months would cause an approximate 3% increase in net interest revenue and a 100 basis point decrease in rates over the next twelve months would cause an approximate 2% decrease in net interest revenue. 

                In order to assist in achieving a desired level of interest rate sensitivity, United uses off-balance sheet contracts that are considered derivative financial instruments. Derivative financial instruments can be a cost and capital effective means of modifying the repricing characteristics of on-balance sheet assets and liabilities.  At September 30, 2002, United was a party to interest rate swap contracts under which United pays a variable rate and receives a fixed rate.

19


 

The following table presents United’s interest rate swap contracts outstanding at September 30, 2002.

Table 8 - Interest Rate Swap Contracts                  
As of September 30, 2002                  
(in thousands)                  
                   
                   
    Notional   Rate   Rate     Fair
Type/Maturity   Amount   Received   Paid (1)     Value





                   

Fair Value Contracts

                 

January 2, 2003

 $

15,000   7.21

 %

4.75

 %

 $

95
   
       
                 

Cash Flow Contracts

                 

March 24, 2003

 $  25,000   7.80   4.75     395

June 18, 2003

  25,000   7.85   4.75     595

December 31, 2003

  100,000   4.85   4.75     292
 
       
                   
Total Cash Flow Contracts   150,000   5.84

 

4.75     1,282


                   
Total/weighted average  $ 165,000   5.97

%

4.75

%

 $

1,377


                   
                   
(1) Based on prime rate at September 30, 2002

 

             

                United’s derivative financial instruments are classified as fair value and cash flow hedges.  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.  United’s fair value hedges consist of one interest rate swap contract, where United receives a fixed interest rate and pays a floating interest rate based on Wall Street Prime.  The swap is designated as hedging fixed rate deposit liabilities.  The change in fair value of cash flow hedges is recognized in other comprehensive income.  United’s cash flow hedges consist of three interest rate swap contracts that are designated as hedges of daily repricing prime based loans.  Under these contracts, United receives a fixed interest rate and pays a floating rate based on Wall Street Prime.

                 United requires all derivative financial instruments be used only for asset/liability management through the hedging of specific transactions or positions, and not for trading or speculative purposes.  Management believes that the risk associated with using derivative financial instruments to mitigate interest rate risk sensitivity is minimal and should not have any material unintended impact on United’s financial condition or results of operations.  In order to mitigate potential credit risk, United requires the counterparties to derivative contracts to pledge securities as collateral to cover the net exposure.

Liquidity Management

                 The objective of liquidity management is to ensure that sufficient funding is available, at reasonable cost, to meet the ongoing operational cash needs of United and to take advantage of income producing opportunities as they arise.  While the desired level of liquidity will vary depending upon a variety of factors, it is the primary goal of United to maintain a sufficient level of liquidity in all expected 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 United's 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 requirements of its shareholders as market interest rates change.   Daily monitoring of the sources and use of funds is necessary to maintain a position that meets both requirements. 

                 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 $24.8 million at September 30, 2002, and typically turn over every 45 days as the closed loans are sold to investors in the secondary market. Other short-term investments such as federal funds sold are additional sources of liquidity.

20


 

                 The liability section of the balance sheet provides liquidity through interest-bearing and noninterest-bearing deposit accounts.  Federal funds purchased, FHLB advances and securities sold under agreements to repurchase are additional sources of liquidity and represent United's incremental borrowing capacity.  These sources of liquidity are generally short-term in nature and are used as necessary to fund asset growth and meet other short-term liquidity needs.

                 As disclosed in United's consolidated statements of cash flows, net cash provided by operating activities was $30.4 million for the nine months ended September 30, 2002.  The major contributors in this category were net income of $24.2 million and an increase in accrued expenses and other liabilities of $5.2 million, net of $8.2 million used to fund the increase in mortgage loans held for sale.  Net cash used by investing activities of $322.5 million consisted primarily of a net increase in loans totaling $327.1 million, as well as a net decrease in investment securities of $12.7 million and an increase in premises and equipment of $10.1 million.  Net cash provided by financing activities consisted primarily of a $270.5 million increase in deposits, net proceeds from FHLB advances of $42.5 million, a net increase of $7.3 million in notes payable and other borrowings and a net increase in federal funds purchased and repurchase agreements of $3.0 million, partially offset by cash paid to purchase treasury stock of $4.8 million and cash dividends payments on common stock of $3.7 million.  In the opinion of management, United's liquidity position at September 30, 2002, is sufficient to meet its expected cash flow requirements. 

Capital Resources and Dividends

                 Stockholders' equity at September 30, 2002 was $215.4 million, an increase of $30.8 million from September 30, 2001.  Accumulated other comprehensive income (loss) is not included in the calculation of regulatory capital adequacy ratios.  Excluding the change in the accumulated other comprehensive gain, stockholders’ equity increased by 17% from September 30, 2001. Dividends of $1.3 million, or $.0625 per share, were declared on common stock during the third quarter of 2002 bringing the total for the year to $4.0 million, or $.1875 per share, an increase of 25% per share from the amount declared in 2001. The dividend payout ratio for the third quarters of 2002 and 2001 were 16% and 15%, respectively, while the payout ratio for the first nine months of 2002 was 17% compared to the first nine months of 2001 at 15%.  United has historically retained the majority of its earnings in order to provide a cost effective source of capital for continued growth and expansion.  However, in recognition that cash dividends are an important component of shareholder value, management has instituted a dividend program that provides for increased cash dividends when earnings and capital levels permit.

                 During 2001, United’s Board of Directors authorized the repurchase of up to 1,000,000 shares of the Company’s common stock through the end of 2002 for general corporate purposes.  On October 17, 2002, the Board of Directors increased the authorization to 1,500,000 and extended it to December 31, 2003.  Through September 30, 2002, United repurchased a total of 518,229 shares under this authorization.

                 On March 18, 2002, United began trading on The Nasdaq Stock Market under the symbol UCBI.  Previously, the stock was listed on the over-the-counter market on the Pink Sheets.  The closing price for the period ended September 30, 2002 was $24.30.  Below is a schedule of high and low stock prices for the first three quarters of 2002 and all quarters in 2001.  For periods prior to March 18, 2002, prices are based on information available to United at that time.

Table 9 - Stock Price Information                  
(All prior period amounts have been restated to reflect the 2 for 1 stock split announced April 25, 2002)
                   
    2002   2001  


    High   Low   High   Low  


                    
First quarter   $ 28.60   $ 19.00   $ 19.50   $ 14.50  
Second quarter   30.00   23.90   19.00   15.00  
Third quarter    29.55   23.15   22.50   17.50  
Fourth quarter           20.00   17.50  

21


 

                 The following table presents the cash dividends declared in the first three quarters of 2002 and all quarters of 2001 and the respective payout ratios as a percentage of net income.

Table 10 - Dividend Payout Information                  
(All prior period amounts have been restated to reflect the 2 for 1 stock split announced April 25, 2002)
                   
    2002   2001  


    Dividend   Payout %   Dividend   Payout %  


                   
First quarter   $ .0625   17   $ .05   16  
Second quarter   .0625   16   .05   15  
Third quarter   0625   16   .05   15  
Fourth quarter           .05   14  

                 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 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.  To be considered well capitalized under the guidelines, a 10% total risk-based capital ratio is required, of which 6% must be Tier I capital.

                 The following table shows United’s capital ratios, as calculated under regulatory guidelines, at September 30, 2002 and September 30, 2001. 

Table 11 - Capital Ratios                  
(in thousands)                  
                   
      2002   2001



  Well   Actual   Regulatory   Actual   Regulatory
  Capitalized   Amount   Minimum   Amount   Minimum



                   
Tier I Leverage:                  

Amount

    $ 228,203   $  88,910   $ 203,214   $   76,891

Ratio

5.00%   7.70%   3.00%   7.90%   3.00%
                   
Tier I Risk Based:                  

Amount

    $ 228,203   $  92,214   $ 203,214   $   73,654

Ratio

6.00%   9.90%   4.00%   11.00%   4.00%
                   
Total Risk Based:                  

Amount

    $ 259,918   $ 184,427   $ 229,628   $ 147,307

Ratio

10.00%   11.27%   8.00%   12.40%   8.00%

                 United's Tier I capital, which excludes other comprehensive income, consists of stockholders' equity and qualifying capital securities less goodwill and deposit-based intangibles, totaled $228 million at September 30, 2002.  Tier II capital components include supplemental capital items 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 $260 million at September 30, 2002. The capital ratios, as calculated under the guidelines, were 9.90% and 11.27% for Tier I and Total Risk-based capital, respectively, at September 30, 2002.

                 A minimum leverage ratio is required in addition to the risk-based capital standards and is defined as Tier I capital divided by average assets adjusted for goodwill and deposit-based intangibles.  Although a minimum leverage ratio of 3% is required for the highest-rated bank holding companies which are not undertaking significant expansion programs, the Federal Reserve Board requires a bank holding company to maintain a leverage ratio greater than 3% if it is experiencing or anticipating significant growth or is operating with less than well-diversified risks in the opinion of the Federal Reserve Board.  Financial institutions with a leverage ratio exceeding 5% are considered to be well capitalized.  The Federal Reserve Board uses the leverage and risk-based capital ratios to assess capital adequacy of banks and bank holding companies.  United's leverage ratios at September 30, 2002 and September 30, 2001 were 7.70% and 7.90%, respectively.

                 The capital ratios of United and the Banks currently exceed the minimum ratios as defined by federal regulators.  United monitors these ratios to ensure that United and the Banks remain above regulatory minimum guidelines.

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Impact of Inflation and Changing Prices

                 A bank's asset and liability structure is substantially different from that of an industrial firm 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 normal rates in order to maintain an appropriate equity to assets ratio.

                 United's management believes the impact of inflation on financial results depends on United's 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 to manage United's 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. 

Part I

Item 3.  Quantitative and Qualitative Disclosure About Market Risk

                There have been no material changes in United’s quantitative and qualitative disclosures about market risk as of September 30, 2002 from that presented in United’s Annual Report on Form 10-K for the year ended December 31, 2001.  United’s interest rate sensitivity position at September 30, 2002 is included in management’s discussion and analysis on page 18 of this report.

Item 4.  Controls and Procedures

                United’s management, including the Chief Executive Officer and Chief Financial Officer, supervised and participated in an evaluation of the company’s disclosure controls and procedures (as defined in federal securities rules) within 90 days prior to the filing of this report.  Based on that evaluation, United’s Chief Executive Officer and Chief Financial Officer have concluded that United’s disclosure controls and procedures were effective as of the date of that evaluation.

                There were no significant changes in the company’s internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation.

Part II.  Other Information

Item 1.  Legal Proceedings – None

Item 2.  Changes in Securities – None

Item 3.  Defaults upon Senior Securities – None

Item 4.  Submission of Matters to a Vote of Securities Holders - None

Item 5.  Other Information – None

Item 6.  Exhibits and Reports on Form 8-K

             (a)  Exhibits

99.1

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

              (b)  Reports on Form 8-K - None

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Signatures

                Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

                                                                                                UNITED COMMUNITY BANKS, INC.

                                                                                                By:          /s/ Jimmy C. Tallent                                              
                                                                                                        Jimmy C. Tallent
                                                                                                        President and Chief Executive Officer
                                                                                                        (Principal Executive Officer)

                                                                                                By           /s/ Rex S. Schuette                                                 
                                                                                                        Rex S. Schuette
                                                                                                        Executive Vice President and
                                                                                                        Chief Financial Officer
                                                                                                        (Principal Financial Officer)

                                                                                                Date:  November 14, 2002


 

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Certifications

I, Jimmy C. Tallent, President and Chief Executive Officer of United,  certify that:

1.  I have reviewed this quarterly report on Form 10-Q of United Community Banks, Inc. (“United”);

2.  Based on my knowledge, this quarterly 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 quarterly report;

3.  Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of United as of, and for, the periods presented in this quarterly report;

4.  United’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for United and we have:

a) designed such disclosure controls and procedures to ensure that material information relating to United, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of United’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. United’s other certifying officers and I have disclosed, based on our most recent evaluation, to United’s auditors and the audit committee of United’s board of directors:

a) all significant deficiencies in the design or operation of internal controls which could adversely affect United’s ability to record, process, summarize and report financial data and have identified for United’s auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in United’s internal controls; and

6.  United’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material  weaknesses.

                                                                                                                By:          /s/ Jimmy C. Tallent                                               
                                                                                                                                Jimmy C. Tallent
                                                                                                                                President and Chief Executive Officer

  

                                                                                                                                Date:  November 14, 2002

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I, Rex S. Schuette, Executive Vice President and Chief Financial Officer of United, certify that:

1.  I have reviewed this quarterly report on Form 10-Q of United Community Banks, Inc. (“United”);

2.  Based on my knowledge, this quarterly 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 quarterly report;

3.  Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of United as of, and for, the periods presented in this quarterly report;

4.  United’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for United and we have:

a) designed such disclosure controls and procedures to ensure that material information relating to United, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of United’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. United’s other certifying officers and I have disclosed, based on our most recent evaluation, to United’s auditors and the audit committee of United’s board of directors:

a) all significant deficiencies in the design or operation of internal controls which could adversely affect United’s ability to record, process, summarize and report financial data and have identified for United’s auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in United’s internal controls; and

6.  United’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material  weaknesses.

 

                                                                                                                By:          /s/ Rex S. Schuette                                                  
                                                                                                                                Rex S. Schuette
                                                                                                                                Executive Vice President and
                                                                                                                                Chief Financial Officer

 

 

                                                                                                                                Date:  November 14, 2002

 

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