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. DIRECTOR STOCK PURCHASE PLAN
SYNOVUS FINANCIAL CORP.
901 FRONT AVENUE
SUITE 301
COLUMBUS, GEORGIA 31901
(706) 649-5220
Exhibit 99.2
KPMG
SYNOVUS FINANCIAL CORP.
DIRECTOR STOCK PURCHASE PLAN
Financial Statements
December 31, 2000, 1999, and 1998
(With Independent Auditors' Report Thereon)
KPMG
303 Peachtree Street, NE
Suite 2000
Atlanta, GA 30308
Independent Auditors' Report
The Plan Administrator
Synovus Financial Corp. Director
Stock Purchase Plan:
We have audited the accompanying statements of financial condition of the
Synovus Financial Corp. Director 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.
Director 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.
DIRECTOR STOCK PURCHASE PLAN
Statements of Financial Condition
December 31, 2000 and 1999
Assets 2000 1999
---- -----
Common stock of Synovus Financial Corp. at
market value - 2,660,895 shares (cost $17,746,132)
in 2000 and 3,418,411 shares (cost $19,600,992)
in 1999 (notes 2 and 6) $71,679,187 67,940,911
Dividends receivable 293,800 308,545
Cash -- 21,000
Contributions receivable from
Synovus Financial Corp.
and participating subsidiaries -- 819
---------- ----------
$71,972,987 68,271,275
=========== ==========
Liabilities and Plan Equity
Plan equity (521 and 533 participants in
2000 and 1999, respectively) $71,972,987 68,271,275
=========== ==========
See accompanying notes to financial statements.
2
SYNOVUS FINANCIAL CORP.
DIRECTOR STOCK PURCHASE PLAN
Statements of Operations and Changes in Plan Equity
Years ended December 31, 2000, 1999, and 1998
2000 1999 1998
---------- ----------- ----------
Dividend income $1,223,597 1,273,695 1,179,702
Realized gain on distributions to participants
(note 5) 11,976,879 10,055,500 9,252,628
Unrealized appreciation (depreciation) of common
stock of Synovus Financial Corp. (note 4) 5,593,136 (25,581,525) (910,599)
Contributions (notes 1 and 3):
Participants 1,894,675 1,804,619 1,769,790
Synovus Financial Corp. and participating
subsidiaries 946,468 900,536 884,904
---------- ----------- ----------
21,634,755 (11,547,175) 12,176,425
Withdrawals by participants - common stock of
Synovus Financial Corp. at market
value (977,291 shares in 2000, 653,778 shares
in 1999, and 473,414 shares in 1998)
(notes 5 and 6) (17,933,043) (13,533,548) (11,719,830)
---------- ---------- ----------
Increase (decrease) in Plan
equity for the year 3,701,712 (25,080,723) 456,595
Plan equity at beginning of year 68,271,275 93,351,998 92,895,403
---------- ---------- ----------
Plan equity at end of year $71,972,987 68,271,275 93,351,998
========== ========== ==========
See accompanying notes to financial statements.
3
SYNOVUS FINANCIAL CORP.
DIRECTOR STOCK PURCHASE PLAN
Notes to Financial Statements
December 31, 2000, 1999, and 1998
(1) Description of the Plan
The Synovus Financial Corp. Director Stock Purchase Plan (the "Plan") was
implemented as of January 1, 1985. The Plan is designed to enable
participating Synovus Financial Corp. ("Synovus") and subsidiaries'
directors to purchase shares of Synovus common stock at prevailing market
prices from contributions made by them and Synovus and participating
subsidiaries (the "Participating Companies").
Synovus Service Corp. serves as the Plan administrator. State Street
Bank and Trust Company serves as the Plan agent, hereafter referred to
as "Agent."
Any person who currently serves or in the future is elected to serve as a
member, advisory member, or emeritus member of the Board of Directors of
any of the Participating Companies is eligible to participate in the
Plan. Participants may contribute to the Plan only through cash
contributions, automatic transfers of contributions from their designated
demand deposit accounts, or a combination thereof. Prior to October 1,
2000, participant contributions could not exceed $1,000 per calendar
quarter. Effective October 1, 2000, participant contributions cannot
exceed $5,000 per calendar quarter. Matching contributions to the Plan
are to be made by the participating companies 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 termination of participation in the Plan,
each former participant will receive the shares of Synovus common stock
held on his behalf by the Agent, together with a check for any fractional
share interest and any remaining cash balance. A participant who
terminates his participation in the Plan may not reenter the Plan until
the expiration of a six-month waiting period.
Participation in the Plan shall automatically terminate upon termination
of a participant's status as a Board of Directors member whether by
death, retirement, resignation, or otherwise.
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 the Participating Company
prior to the date of such amendment or termination.
Synovus reserves the right to suspend Participating Company contributions
to the Plan if its Board of Directors feels that Synovus' financial
condition warrants such action.
4 (Continued)
SYNOVUS FINANCIAL CORP.
DIRECTOR STOCK PURCHASE PLAN
Notes to Financial Statements
December 31, 2000, 1999, and 1998
(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 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 Companies, 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 the participating company. 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.
DIRECTOR STOCK PURCHASE PLAN
Notes to Financial Statements
December 31, 2000, 1999, and 1998
(3)Contributions
Contributions by Participating Companies and by participants are as follows:
2000 1999 1998
---- ---- ----
Participating company Company Participants Company Participants Company Participants
-------------------- ------- ----------- -------- ------------ ------- ------------
Synovus Financial Corp. $ 69,000 138,000 29,500 59,000 28,167 56,330
Columbus Bank and Trust Company 90,668 181,499 107,838 215,645 114,334 228,667
Commercial Bank and Trust
Company of Troup County 28,667 57,333 29,500 59,000 30,000 60,000
Commercial Bank of Thomasville 23,000 46,000 21,000 42,000 20,000 40,000
Security Bank and Trust Company
of Albany 38,667 77,333 34,000 68,000 33,333 66,667
Sumter Bank and Trust Company 22,667 45,333 28,500 57,000 28,000 56,000
The Coastal Bank of Georgia 37,334 74,666 36,000 72,000 34,001 67,999
First State Bank and Trust Company 23,000 46,000 19,000 38,000 21,500 43,000
Bank of Hazlehurst 13,833 27,667 16,000 32,000 17,000 34,000
Cohutta Banking Company 13,333 26,667 12,500 25,000 14,500 29,000
Bank of Coweta 25,000 50,000 27,000 54,000 28,500 57,000
Citizens Bank and Trust of West Georgia 39,334 78,666 40,000 80,000 40,000 80,000
First Community Bank of Tifton 24,000 48,000 24,000 48,000 24,000 48,000
The Quincy State Bank 22,834 45,666 18,000 36,000 18,000 36,000
Community Bank & Trust of Southeast
Alabama 14,500 29,000 22,500 45,000 27,000 54,000
CB&T Bank of Middle Georgia 24,778 49,555 26,400 52,800 27,200 54,400
First Coast Community Bank 17,334 34,666 18,056 36,111 16,667 33,333
CB&T Bank of Russell County 12,890 25,778 13,332 26,666 13,332 26,666
Sea Island Bank 24,945 49,889 20,834 41,666 17,500 35,000
Citizens First Bank 23,000 46,000 24,667 49,333 24,334 48,666
Athens First Bank and Trust Co. 22,500 45,000 15,000 33,000 20,000 40,000
Vanguard Bank and Trust 20,000 40,000 20,000 40,000 20,000 40,000
Bank of Pensacola 19,833 39,667 18,000 36,000 18,000 36,000
First Commercial Bank of Birmingham 24,000 48,000 26,000 51,999 26,000 51,999
The Bank of Tuscaloosa 36,001 72,000 36,833 73,666 37,334 74,666
Sterling Bank 22,500 45,000 22,000 44,000 21,334 42,666
First National Bank of Jasper 22,278 44,555 18,667 37,334 18,334 36,666
First Commercial Bank of Huntsville 24,834 49,666 22,056 44,667 22,667 45,333
Tallahassee State Bank 10,667 21,333 12,000 24,000 12,000 24,000
Peachtree National Bank 26,000 52,000 28,000 56,000 25,717 51,433
Citizens Bank of Fort Valley 10,667 21,333 11,667 23,333 13,667 27,333
The Citizens Bank of Cochran 4,055 8,111 4,666 9,333 4,666 9,333
Charter Bank and Trust Co. 12,000 24,000 -- -- -- --
Citizens & Merchants State Bank 23,667 47,333 24,000 48,000 24,000 48,000
The National Bank of South Carolina 37,000 74,000 38,834 77,666 37,500 75,000
Bank of North Georgia 34,167 68,333 30,200 60,400 6,317 12,633
Georgia Bank & Trust 5,515 12,626 2,986 6,000 -- --
Synovus Trust Company 2,000 4,000 1,000 2,000 -- --
-------- --------- ------- --------- ------- ----------
Total contributions $ 946,468 1,894,675 900,536 1,804,619 884,904 1,769,790
======== ========= ======= ========= ======= ==========
6 (Continued)
SYNOVUS FINANCIAL CORP.
DIRECTOR 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) of Synovus common stock
are as follows:
2000 1999 1998
---------------- ---------------- ---------------
Unrealized appreciation at end of year $ 53,933,055 48,339,919 73,921,444
Unrealized appreciation at beginning of
year 48,339,919 73,921,444 74,832,043
---------------- ---------------- ---------------
Unrealized appreciation (depreciation) for
the year $ 5,593,136 (25,581,525) (910,599)
================ ================ ===============
(5) Realized Gain on Withdrawal Distributions to Participants
The realized gain on withdrawal distributions to participants is
summarized as follows:
2000 1999 1998
----------------- ----------------- ----------------
Market value at date of distribution or
redemption of shares of Synovus
common stock $ 17,933,043 13,533,548 11,719,830
Less cost (computed on an average
cost basis) of shares of Synovus
common stock distributed or
redeemed 5,956,164 3,478,048 2,467,202
----------------- ----------------- ----------------
$ 11,976,879 10,055,500 9,252,628
================= ================= ================
(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