FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended 2000
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 1-10312
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SYNOVUS FINANCIAL CORP. EMPLOYEE STOCK PURCHASE PLAN
SYNOVUS FINANCIAL CORP.
901 FRONT AVENUE
SUITE 301
COLUMBUS, GEORGIA 31901
(706) 649-5220
Exhibit 99.1
KPMG
SYNOVUS FINANCIAL CORP.
EMPLOYEE STOCK PURCHASE PLAN
Financial Statements
December 31, 2000, 1999, and 1998
(With Independent Auditors' Report Thereon)
KPMG
303 Peachtree Street, N.E.
Suite 2000
Atlanta, GA 30308
Independent Auditors' Report
The Plan Administrator
Synovus Financial Corp. Employee
Stock Purchase Plan:
We have audited the accompanying statements of financial condition of the
Synovus Financial Corp. Employee Stock Purchase Plan as of December 31, 2000 and
1999, and the related statements of operations and changes in plan equity for
each of the years in the three-year period ended December 31, 2000. These
financial statements are the responsibility of the Plan's administrator. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial condition of the Synovus Financial Corp.
Employee Stock Purchase Plan as of December 31, 2000 and 1999 and the results of
its operations and changes in its plan equity for each of the years in the
three-year period ended December 31, 2000 in conformity with accounting
principles generally accepted in the United States of America.
/s/KPMG LLP
April 13, 2001
SYNOVUS FINANCIAL CORP.
EMPLOYEE STOCK PURCHASE PLAN
Statements of Financial Condition
December 31, 2000 and 1999
Assets 2000 1999
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Common stock of Synovus Financial Corp.
at market value - 2,673,504 shares
(cost $32,859,546) in 2000 and 2,736,615 shares
(cost $29,397,828) in 1999
(notes 2 and 6) $72,018,851 54,390,216
Dividends receivable 295,121 248,530
Cash 413,690 373,945
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$72,727,662 55,012,691
============= ==========
Liabilities and Plan Equity
Plan equity (5,284 and 4,879 participants in
2000 and 1999, respectively) $72,727,662 55,012,691
============== ==========
See accompanying notes to financial statements.
2
SYNOVUS FINANCIAL CORP.
EMPLOYEE STOCK PURCHASE PLAN
Statements of Operations and Changes in Plan Equity
Years ended December 31, 2000, 1999, and 1998
2000 1999 1998
--------- ---------- ----------
Dividend income $1,186,878 1,016,261 865,970
Realized gain on distributions to participants
(note 5) 5,171,516 7,738,894 6,397,416
Unrealized appreciation (depreciation)
of common stock of Synovus Financial Corp.
(note 4) 14,166,917 (19,748,317) 265,735
Contributions (notes 1 and 3):
Participants 6,620,926 5,958,921 5,374,927
Participating employers 3,307,572 2,968,499 2,617,354
--------- ---------- ----------
30,453,809 (2,065,742) 15,521,402
Withdrawals by participants - common stock of
Synovus Financial Corp. at market value
(655,064 shares in 2000, 711,079 shares
in 1999, and 376,113 shares in 1998)
(notes 5 and 6) (12,738,838) (14,788,895) (9,845,192)
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Increase (decrease) in Plan equity
for the year 17,714,971 (16,854,637) 5,676,210
Plan equity at beginning of year 55,012,691 71,867,328 66,191,118
---------- ---------- ----------
Plan equity at end of year $72,727,662 55,012,691 71,867,328
========== ========== ==========
See accompanying notes to financial statements.
3
SYNOVUS FINANCIAL CORP.
EMPLOYEE STOCK PURCHASE PLAN
Notes to Financial Statements
December 31, 2000, 1999, and 1998
(1) Description of the Plan
The Synovus Financial Corp. Employee Stock Purchase Plan (the "Plan") was
implemented as of January 15, 1979. The Plan is designed to enable
participating Synovus Financial Corp. ("Synovus") and subsidiaries'
employees to purchase shares of Synovus common stock at prevailing market
prices from contributions made by them and Synovus and subsidiaries (the
"Participating Employers").
Synovus Service Corp. serves as the Plan administrator. State Street
Bank and Trust Company serves as the Plan agent, hereafter referred to as
"Agent."
All employees who work twenty hours per week or more are eligible to
participate in the Plan after completing three months of continuous
employment prior to the beginning of a calendar quarter.
The Plan also permits a participant who has successfully completed the
State of Georgia's Intellectual Capital Partnership Program ("ICAPP") to
begin participation in the Plan immediately upon the participant's
commencement of employment with a Participating Employer. Such
participant's period of employment for purposes of determining the
maximum compensation participant payroll deduction under the Plan will be
measured beginning on the date of such participant's commencement of
participation in such program.
A participant may contribute to the Plan based on a formula through
payroll deductions in multiples of $1, with a minimum deduction of $10
per month and a maximum deduction not to exceed a specified percentage of
compensation (from 3% to 7%). Effective January 1, 1999, participants
initially joining the Plan, requesting reinstatement in the Plan, or
making a change under the Plan must select their payroll deduction amount
as a percentage of compensation, with a minimum contribution level of
0.5%. Participants in the Plan prior to January 1, 1999 may continue
contributing to the Plan through payroll deductions in whole dollar
amounts. Matching contributions to the Plan are to be made by the
Participating Employers in an amount equal to one-half of each
participant's contribution. All contributions to the Plan vest
immediately.
The Plan provides, among other things, that all expenses of administering
the Plan shall be paid by Synovus. Brokers' fees, commissions, postage,
and other transaction costs incurred in connection with the purchase in
the open market of Synovus common stock under the Plan are included in
the cost of such stock to each participant.
The Plan provides that upon withdrawal from the Plan, each participant
has the option to receive the proceeds from his account balance in the
form of shares of Synovus common stock and a check for any fractional
shares and cash held, a lump-sum cash distribution, or a combination of
both. With certain exceptions, employees who have previously withdrawn
shares from their Plan account are precluded from receiving matching
contributions from the participating employers for a specified period of
time.
4 (Continued)
SYNOVUS FINANCIAL CORP.
EMPLOYEE STOCK PURCHASE PLAN
Notes to Financial Statements
December 31, 2000, 1999, and 1998
Synovus expects to maintain the Plan indefinitely, but reserves the right
to terminate or amend the Plan at any time, provided, however, that no
termination or amendment shall affect or diminish any participant's right
to the benefit of contributions made by him or his employer prior to the
date of such amendment or termination.
Synovus reserves the right to suspend participating employer
contributions to the Plan if its Board of Directors feels that Synovus'
financial condition warrants such action.
(2) Summary of Accounting Policies
The investment in Synovus common stock is stated at market value which is
based on the closing price at year-end obtained by using market
quotations on the principal public exchange markets for which such
security is traded. The December 31, 2000 and 1999 market values were
$26.938 and $19.875 per share, respectively.
The realized gain on distributions to participants is determined by
computing the difference between the average cost per common stock share
and the market value per share at the date of the distribution to the
participants.
Dividend income is accrued on the record date.
Contributions by participants and Participating Employers, as well as
withdrawals, are accounted for on the accrual basis.
The Plan is not qualified under Sections 401(a) or 501(a) of the Internal
Revenue Code of 1986, as amended. The Plan does not provide for income
taxes because any income is taxable to the participants. Participants in
the Plan must treat as compensation income their pro rata share of
contributions made to the Plan by their employer. Cash dividends paid on
Synovus common stock purchased under the Plan will be taxable to the
participants on a pro rata basis for Federal and state income tax
purposes during the year any such dividend is received by the participant
or the Plan. Upon disposition of the Synovus common stock purchased under
the Plan, participants must treat any gain or loss as long-term or
short-term capital gain or loss depending upon when such disposition
occurs.
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of assets, liabilities, and changes therein, and disclosure of
contingent assets and liabilities. Actual results could differ from those
estimates.
5 (Continued)
SYNOVUS FINANCIAL CORP.
EMPLOYEE STOCK PURCHASE PLAN
Notes to Financial Statements
December 31, 2000, 1999, and 1998
(3) Contributions
Contributions by Participating Employers and by participants are as
follows:
2000 1999 1998
---------------------------- ----------------------------- -----------------------------
Participating Participating Participating
Participating Employers Employers Participants Employers Participants Employers Participants
------------------------------------ ------------- ------------- -------------- ------------- --------------- ------------
Synovus Financial Corp. $ 238,201 476,402 214,785 430,345 179,712 362,500
Columbus Bank and Trust Company 371,061 743,835 405,594 815,476 481,553 983,959
Commercial Bank and Trust Company
of Troup County 32,623 65,559 27,442 55,825 22,350 52,684
Commercial Bank of Thomasville 48,416 96,828 45,790 92,223 40,972 84,165
Security Bank and Trust Company
of Albany 53,011 106,014 51,045 102,150 44,993 92,834
Sumter Bank and Trust Company 34,401 68,844 32,793 66,899 32,216 68,220
The Coastal Bank of Georgia 47,588 95,620 50,936 102,879 42,924 92,769
First State Bank and Trust Company 41,102 82,591 38,861 78,740 37,276 76,126
Bank of Hazlehurst 15,717 31,431 17,325 35,296 15,352 31,469
Cohutta Banking Company 33,176 66,346 37,499 75,175 34,072 69,209
Bank of Coweta 59,053 118,363 55,483 111,311 52,441 106,836
Citizens Bank & Trust of West 77,841 155,672 73,046 146,927 65,190 137,906
Georgia
Synovus Securities, Inc. 131,227 262,198 85,699 172,330 52,580 111,705
The Quincy State Bank 29,993 59,980 31,033 62,186 31,782 69,437
Community Bank and Trust of
Southeast Alabama 26,697 53,504 32,646 65,320 34,818 70,940
Tallahassee State Bank 18,463 36,924 15,371 30,863 14,420 30,450
CB&T Bank of Middle Georgia 40,387 80,767 37,125 74,369 32,965 68,751
First Community Bank of Tifton 38,497 77,252 35,938 71,974 28,367 59,990
Synovus Technologies, Inc. 189,541 379,644 177,094 357,463 160,027 331,388
CB&T Bank of Russell County 34,066 68,127 35,687 71,495 35,900 70,912
Sea Island Bank 37,820 75,636 35,172 71,294 35,103 71,345
Citizens First Bank 36,365 72,724 38,553 78,399 35,427 72,674
First Coast Community Bank 19,329 38,655 18,388 37,313 16,185 33,568
Bank of Pensacola 34,604 69,203 28,157 57,108 23,926 49,991
Vanguard Bank and Trust 53,102 106,896 49,556 99,744 53,502 109,317
The National Bank of Walton County 37,635 75,266 32,300 65,508 29,540 61,990
Athens First Bank & Trust Co. 124,251 248,493 121,133 242,503 103,030 209,766
The Citizens Bank of Fort Valley 14,337 28,714 16,653 33,308 18,518 37,036
The Citizens Bank of Cochran 10,306 20,610 10,315 20,631 9,981 21,276
First Commercial Bank of Birmingham 101,537 203,061 99,586 196,945 88,778 181,291
First National Bank of Jasper 81,383 162,411 77,634 155,383 67,093 138,781
Sterling Bank 32,318 64,632 30,369 60,759 27,848 56,505
The Bank of Tuscaloosa 43,140 86,273 43,479 86,952 35,988 71,969
First Commercial Bank of Huntsville 34,762 69,520 32,767 65,531 28,350 58,204
Peachtree National Bank 45,444 91,014 44,062 88,710 39,815 81,265
Synovus Mortgage Corp. 106,690 212,478 38,688 77,592 22,739 45,474
Citizens & Merchants State Bank 31,469 62,933 28,828 57,656 27,303 54,606
Synovus Trust Company 131,951 264,359 134,887 270,964 93,225 194,716
Synovus Service Corp. 195,237 392,609 207,938 417,575 175,374 361,492
The National Bank of South Carolina 231,542 462,991 231,348 463,006 217,791 435,555
Bank of North Georgia 131,570 263,127 119,714 239,457 27,928 55,856
Georgia Bank & Trust 26,223 52,440 27,780 53,337 -- --
Synovus Trust Company of Florida 7,633 15,266 -- -- -- --
Synovus Trust Company of Alabama 15,384 30,768 -- -- -- --
Charter Bank and Trust Co. 42,034 84,064 -- -- -- --
Merit Leasing Corp. 1,491 2,982 -- -- -- --
Mountain National Bank 33,733 67,462 -- -- -- --
Total Technology Ventures 2,562 5,125 -- -- -- --
ProCard 42,947 85,893 -- -- -- --
Synovus Insurance of Georgia 8,505 17,010 -- -- -- --
pointpathbank 10,718 21,434 -- -- -- --
TSYS Total Debt Management, Inc. 20,489 40,976 -- -- -- --
------------- ------------- -------------- ------------- --------------- ------------
Total contributions $ 3,307,572 6,620,926 2,968,499 5,958,921 2,617,354 5,374,927
============= ============= ============== ============= =============== ============
6 (Continued)
SYNOVUS FINANCIAL CORP.
EMPLOYEE STOCK PURCHASE PLAN
Notes to Financial Statements
December 31, 2000, 1999, and 1998
(4) Unrealized Appreciation (Depreciation) of Synovus Common Stock
Changes in unrealized appreciation (depreciation) on Synovus common stock
are as follows:
2000 1999 1998
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Unrealized appreciation at end of year $ 39,159,305 24,992,388 44,740,705
Unrealized appreciation at beginning of year 24,992,388 44,740,705 44,474,970
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Unrealized appreciation (depreciation) for the year $ 14,166,917 (19,748,317) 265,735
================ ============== ==============
(5) Realized Gain on Withdrawal Distributions to Participants
The gain realized on withdrawal distributions to participants is
summarized as follows:
2000 1999 1998
---------------- -------------- --------------
Market value at dates of distribution or
redemption of shares of Synovus
common stock $ 12,738,838 14,788,895 9,845,192
Less cost (computed on an average cost
basis) of shares of Synovus common
stock distributed or redeemed 7,567,322 7,050,001 3,447,776
---------------- -------------- --------------
Total realized gain $ 5,171,516 7,738,894 6,397,416
================ ============== ==============
(6) Stock Split
On April 23, 1998, the Synovus Board of Directors approved a
three-for-two stock split which was effective on May 21, 1998 in the form
of a 50% stock dividend to shareholders of record as of May 7, 1998.
Share and per share data for all periods presented in the accompanying
financial statements and related notes has been restated to reflect the
additional shares resulting from the stock split.
7