SYNOVUS FINANCIAL CORP.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2007
Commission File Number 1-10312
(Exact name of registrant as specified in its charter)
|
|
|
GEORGIA
|
|
58-1134883 |
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer Identification No.) |
1111 Bay Avenue, Suite # 500
P.O. Box 120
Columbus, Georgia 31902
(Address of principal executive offices)
(706) 649-2311
(Registrants telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed
by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes
þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated
filer in Rule 12B-2 of the Exchange Act.
Large Accelerated Filer þ Accelerated Filer o Non-Accelerated Filer o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12B-2 of
the Exchange Act).
Yes o No þ
Indicate the number of shares outstanding of each of the issuers class of common stock, as of
the latest practicable date.
|
|
|
Class
|
|
April 30, 2007 |
|
|
|
Common Stock, $1.00 Par Value
|
|
326,977,631 shares |
SYNOVUS FINANCIAL CORP.
INDEX
2
PART I. FINANCIAL INFORMATION
ITEM 1 FINANCIAL STATEMENTS
SYNOVUS FINANCIAL CORP.
CONSOLIDATED BALANCE SHEETS
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
December 31, |
|
(In thousands, except share data) |
|
2007 |
|
|
2006 |
|
ASSETS |
|
|
|
|
|
|
|
|
Cash and due from banks |
|
$ |
828,916 |
|
|
|
889,975 |
|
Interest earning deposits with banks |
|
|
35,586 |
|
|
|
19,389 |
|
Federal funds sold and securities purchased under resale agreements |
|
|
190,514 |
|
|
|
101,091 |
|
Trading account assets |
|
|
45,289 |
|
|
|
15,266 |
|
Mortgage loans held for sale |
|
|
181,266 |
|
|
|
175,042 |
|
Investment securities available for sale |
|
|
3,520,777 |
|
|
|
3,352,357 |
|
|
|
|
|
|
|
|
|
|
Loans, net of unearned income |
|
|
25,223,681 |
|
|
|
24,654,552 |
|
Allowance for loan losses |
|
|
(326,826 |
) |
|
|
(314,459 |
) |
|
|
|
|
|
|
|
Loans, net |
|
|
24,896,855 |
|
|
|
24,340,093 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Premises and equipment, net |
|
|
769,271 |
|
|
|
752,738 |
|
Contract acquisition costs and computer software, net |
|
|
371,467 |
|
|
|
383,899 |
|
Goodwill |
|
|
681,437 |
|
|
|
669,515 |
|
Other intangible assets, net |
|
|
54,541 |
|
|
|
63,586 |
|
Other assets |
|
|
1,131,765 |
|
|
|
1,091,822 |
|
|
|
|
|
|
|
|
Total assets |
|
$ |
32,707,684 |
|
|
|
31,854,773 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS EQUITY |
|
|
|
|
|
|
|
|
Liabilities: |
|
|
|
|
|
|
|
|
Deposits: |
|
|
|
|
|
|
|
|
Non-interest bearing retail and commercial deposits |
|
$ |
3,573,323 |
|
|
|
3,538,598 |
|
Interest bearing retail and commercial deposits |
|
|
18,194,828 |
|
|
|
17,741,354 |
|
|
|
|
|
|
|
|
Total retail and commercial deposits |
|
|
21,768,151 |
|
|
|
21,279,952 |
|
Brokered time deposits |
|
|
3,074,228 |
|
|
|
3,014,495 |
|
|
|
|
|
|
|
|
Total deposits |
|
|
24,842,379 |
|
|
|
24,294,447 |
|
Federal funds purchased and other short-term liabilities |
|
|
1,560,530 |
|
|
|
1,572,809 |
|
Long-term debt |
|
|
1,551,856 |
|
|
|
1,350,139 |
|
Other liabilities |
|
|
667,470 |
|
|
|
692,019 |
|
|
|
|
|
|
|
|
Total liabilities |
|
|
28,622,235 |
|
|
|
27,909,414 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Minority interest in consolidated subsidiaries |
|
|
249,366 |
|
|
|
236,709 |
|
|
|
|
|
|
|
|
|
|
Shareholders equity: |
|
|
|
|
|
|
|
|
Common stock $1.00 par value. Authorized 600,000,000 shares;
issued 332,511,661 in 2007 and 331,213,913 in 2006;
outstanding 326,850,123 in 2007 and 325,552,375 in 2006 |
|
|
332,512 |
|
|
|
331,214 |
|
Additional paid-in capital |
|
|
1,070,553 |
|
|
|
1,033,055 |
|
Treasury stock, at cost 5,661,538 shares |
|
|
(113,944 |
) |
|
|
(113,944 |
) |
Accumulated other comprehensive income (loss) |
|
|
6,989 |
|
|
|
(2,129 |
) |
Retained earnings |
|
|
2,539,973 |
|
|
|
2,460,454 |
|
|
|
|
|
|
|
|
Total shareholders equity |
|
|
3,836,083 |
|
|
|
3,708,650 |
|
|
|
|
|
|
|
|
Total liabilities and shareholders equity |
|
$ |
32,707,684 |
|
|
|
31,854,773 |
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements.
3
SYNOVUS FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31, |
|
(In thousands, except per share data) |
|
2007 |
|
|
2006 |
|
Interest income: |
|
|
|
|
|
|
|
|
Loans, including fees |
|
$ |
502,056 |
|
|
|
404,850 |
|
Investment securities available for sale |
|
|
40,453 |
|
|
|
30,711 |
|
Trading account assets |
|
|
907 |
|
|
|
698 |
|
Mortgage loans held for sale |
|
|
2,437 |
|
|
|
1,934 |
|
Federal funds sold and securities purchased
under resale agreements |
|
|
1,478 |
|
|
|
1,241 |
|
Interest earning deposits with banks |
|
|
568 |
|
|
|
59 |
|
|
|
|
|
|
|
|
Total interest income |
|
|
547,899 |
|
|
|
439,493 |
|
|
|
|
|
|
|
|
Interest expense: |
|
|
|
|
|
|
|
|
Deposits |
|
|
222,739 |
|
|
|
140,414 |
|
Federal funds purchased and other short-term liabilities |
|
|
20,572 |
|
|
|
16,152 |
|
Long-term debt |
|
|
18,326 |
|
|
|
20,491 |
|
|
|
|
|
|
|
|
Total interest expense |
|
|
261,637 |
|
|
|
177,057 |
|
|
|
|
|
|
|
|
Net interest income |
|
|
286,262 |
|
|
|
262,436 |
|
Provision for losses on loans |
|
|
20,515 |
|
|
|
19,549 |
|
|
|
|
|
|
|
|
Net interest income after provision
for losses on loans |
|
|
265,747 |
|
|
|
242,887 |
|
|
|
|
|
|
|
|
Non-interest income: |
|
|
|
|
|
|
|
|
Electronic payment processing services |
|
|
228,742 |
|
|
|
220,472 |
|
Merchant acquiring services |
|
|
60,680 |
|
|
|
63,949 |
|
Other transaction processing services |
|
|
53,123 |
|
|
|
44,946 |
|
Service charges on deposit accounts |
|
|
26,370 |
|
|
|
26,189 |
|
Fiduciary and asset management fees |
|
|
12,262 |
|
|
|
11,713 |
|
Brokerage and investment banking income |
|
|
7,449 |
|
|
|
6,947 |
|
Mortgage banking income |
|
|
7,226 |
|
|
|
5,873 |
|
Bankcard fees |
|
|
11,880 |
|
|
|
10,554 |
|
Securities gains (losses), net |
|
|
447 |
|
|
|
(73 |
) |
Other fee income |
|
|
9,427 |
|
|
|
9,283 |
|
Other operating income |
|
|
10,726 |
|
|
|
9,522 |
|
|
|
|
|
|
|
|
Non-interest income before reimbursable items |
|
|
428,332 |
|
|
|
409,375 |
|
Reimbursable items |
|
|
85,727 |
|
|
|
82,500 |
|
|
|
|
|
|
|
|
Total non-interest income |
|
|
514,059 |
|
|
|
491,875 |
|
|
|
|
|
|
|
|
Non-interest expense: |
|
|
|
|
|
|
|
|
Salaries and other personnel expense |
|
|
254,953 |
|
|
|
227,758 |
|
Net occupancy and equipment expense |
|
|
92,914 |
|
|
|
97,700 |
|
Other operating expenses |
|
|
98,557 |
|
|
|
105,836 |
|
|
|
|
|
|
|
|
Non-interest expense before reimbursable items |
|
|
446,424 |
|
|
|
431,294 |
|
Reimbursable items |
|
|
85,727 |
|
|
|
82,500 |
|
|
|
|
|
|
|
|
Total non-interest expense |
|
|
532,151 |
|
|
|
513,794 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Minority interest in subsidiaries net income |
|
|
11,278 |
|
|
|
9,740 |
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
|
236,377 |
|
|
|
211,228 |
|
Income tax expense |
|
|
89,624 |
|
|
|
76,722 |
|
|
|
|
|
|
|
|
Net income |
|
$ |
146,753 |
|
|
|
134,506 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per share: |
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.45 |
|
|
|
0.43 |
|
|
|
|
|
|
|
|
Diluted |
|
|
0.45 |
|
|
|
0.43 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding: |
|
|
|
|
|
|
|
|
Basic |
|
|
325,687 |
|
|
|
313,639 |
|
|
|
|
|
|
|
|
Diluted |
|
|
329,573 |
|
|
|
316,208 |
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements.
4
SYNOVUS FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY
AND COMPREHENSIVE INCOME
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accum- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ulated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compre- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unearned |
|
|
hensive |
|
|
|
|
|
|
|
|
|
Shares |
|
|
Common |
|
|
Additional |
|
|
Treasury |
|
|
Compen- |
|
|
Income |
|
|
Retained |
|
|
|
|
(In thousands, except per share data) |
|
Issued |
|
|
Stock |
|
|
Paid-In Capital |
|
|
Stock |
|
|
sation |
|
|
(Loss) |
|
|
Earnings |
|
|
Total |
|
Balance at December 31, 2005 |
|
|
318,301 |
|
|
$ |
318,301 |
|
|
|
686,447 |
|
|
|
(113,944 |
) |
|
|
(3,126 |
) |
|
|
(29,536 |
) |
|
|
2,091,187 |
|
|
|
2,949,329 |
|
SAB No. 108 Adjustment to opening
shareholders equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
826 |
|
|
|
3,434 |
|
|
|
4,260 |
|
Net Income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
134,506 |
|
|
|
134,506 |
|
Other comprehensive income (loss), net of
tax: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net unrealized loss on cash flow hedges |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,101 |
) |
|
|
|
|
|
|
(1,101 |
) |
Change in unrealized losses on
investment securities available for
sale, net of reclassification
adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12,887 |
) |
|
|
|
|
|
|
(12,887 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain on foreign currency translation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
334 |
|
|
|
|
|
|
|
334 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13,654 |
) |
|
|
|
|
|
|
(13,654 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
120,852 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividends declared $0.20 per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(61,246 |
) |
|
|
(61,246 |
) |
Reclassification of unearned compensation
to additional paid-in capital upon
adoption of SFAS No. 123(R) |
|
|
|
|
|
|
|
|
|
|
(3,126 |
) |
|
|
|
|
|
|
3,126 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of non-vested stock |
|
|
143 |
|
|
|
143 |
|
|
|
(143 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based compensation expense |
|
|
|
|
|
|
|
|
|
|
5,182 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,182 |
|
Stock options exercised |
|
|
1,024 |
|
|
|
1,024 |
|
|
|
19,434 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,458 |
|
Share-based tax benefit |
|
|
|
|
|
|
|
|
|
|
2,489 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,489 |
|
Ownership change at majority-owned
subsidiary |
|
|
|
|
|
|
|
|
|
|
1,198 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,198 |
|
Issuance of common stock for acquisition |
|
|
5,898 |
|
|
|
5,898 |
|
|
|
157,921 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
163,819 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at March 31, 2006 |
|
|
325,366 |
|
|
$ |
325,366 |
|
|
|
869,402 |
|
|
|
(113,944 |
) |
|
|
|
|
|
|
(42,364 |
) |
|
|
2,167,881 |
|
|
|
3,206,341 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2006 |
|
|
331,214 |
|
|
$ |
331,214 |
|
|
|
1,033,055 |
|
|
|
(113,944 |
) |
|
|
|
|
|
|
(2,129 |
) |
|
|
2,460,454 |
|
|
|
3,708,650 |
|
Cumulative effect of adoption of FIN No.
48 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(230 |
) |
|
|
(230 |
) |
Net Income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
146,753 |
|
|
|
146,753 |
|
Other comprehensive income, net of tax: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net unrealized gain on cash flow hedges |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,511 |
|
|
|
|
|
|
|
1,511 |
|
Change in unrealized gains (losses) on
investment securities available for
sale, net of reclassification
adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,694 |
|
|
|
|
|
|
|
7,694 |
|
Loss on foreign currency translation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(87 |
) |
|
|
|
|
|
|
(87 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,118 |
|
|
|
|
|
|
|
9,118 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
155,871 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividends declared $0.21 per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(67,004 |
) |
|
|
(67,004 |
) |
Issuance of non-vested stock |
|
|
57 |
|
|
|
57 |
|
|
|
(57 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based compensation expense |
|
|
|
|
|
|
|
|
|
|
5,711 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,711 |
|
Stock options exercised |
|
|
1,179 |
|
|
|
1,179 |
|
|
|
21,939 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23,118 |
|
Share-based tax benefit |
|
|
|
|
|
|
|
|
|
|
4,869 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,869 |
|
Ownership change at majority-owned
subsidiary |
|
|
|
|
|
|
|
|
|
|
2,982 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,982 |
|
Issuance of common stock for acquisition |
|
|
62 |
|
|
|
62 |
|
|
|
2,054 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,116 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at March 31, 2007 |
|
|
332,512 |
|
|
$ |
332,512 |
|
|
|
1,070,553 |
|
|
|
(113,944 |
) |
|
|
|
|
|
|
6,989 |
|
|
|
2,539,973 |
|
|
|
3,836,083 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements
5
SYNOVUS FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
March 31, |
|
(In thousands) |
|
2007 |
|
|
2006 |
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
Net income |
|
$ |
146,753 |
|
|
|
134,506 |
|
Adjustments to reconcile net income to net cash provided by
operating activities: |
|
|
|
|
|
|
|
|
Provision for losses on loans |
|
|
20,515 |
|
|
|
19,549 |
|
Depreciation, amortization and accretion, net |
|
|
48,027 |
|
|
|
49,009 |
|
Increase in interest receivable |
|
|
(7,517 |
) |
|
|
(10,233 |
) |
Increase in interest payable |
|
|
4,183 |
|
|
|
14,760 |
|
Equity in income of equity investments |
|
|
(2,334 |
) |
|
|
(852 |
) |
Minority interest in subsidiaries net income |
|
|
11,278 |
|
|
|
9,740 |
|
Increase in trading account assets |
|
|
(30,023 |
) |
|
|
(9,726 |
) |
Originations of mortgage loans held for sale |
|
|
(394,538 |
) |
|
|
(331,053 |
) |
Proceeds from sales of mortgage loans held for sale |
|
|
388,372 |
|
|
|
300,281 |
|
Increase in other assets |
|
|
(41,278 |
) |
|
|
(45,581 |
) |
Increase in other liabilities |
|
|
46,300 |
|
|
|
66,301 |
|
Net (gains) losses on sales of available for sale investment securities |
|
|
(447 |
) |
|
|
73 |
|
Impairment of private equity investment |
|
|
1,068 |
|
|
|
|
|
Impairment of developed software |
|
|
620 |
|
|
|
|
|
Share-based compensation |
|
|
7,339 |
|
|
|
7,447 |
|
Decrease in accrued salaries and employee benefits |
|
|
(97,917 |
) |
|
|
(87,977 |
) |
Other, net |
|
|
24,450 |
|
|
|
(5,749 |
) |
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
124,851 |
|
|
|
110,495 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
Net cash received for acquisition |
|
|
|
|
|
|
12,186 |
|
Net increase in interest earning deposits with banks |
|
|
(16,197 |
) |
|
|
(3,628 |
) |
Net increase in federal funds sold
and other short-term liabilities |
|
|
(89,423 |
) |
|
|
(226,755 |
) |
Proceeds from maturities and principal collections of
investment securities available for sale |
|
|
217,908 |
|
|
|
112,974 |
|
Proceeds from sales of investment securities available for sale |
|
|
7,010 |
|
|
|
38,248 |
|
Purchases of investment securities available for sale |
|
|
(390,631 |
) |
|
|
(208,506 |
) |
Net increase in loans |
|
|
(569,493 |
) |
|
|
(573,639 |
) |
Purchases of premises and equipment |
|
|
(40,989 |
) |
|
|
(29,635 |
) |
Proceeds from disposal of premises and equipment |
|
|
110 |
|
|
|
120 |
|
Additions to other intangible assets |
|
|
7,018 |
|
|
|
|
|
Increase in contract acquisition costs |
|
|
(7,144 |
) |
|
|
(9,553 |
) |
Additions to licensed computer software from vendors |
|
|
(3,884 |
) |
|
|
(1,816 |
) |
Additions to internally developed computer software |
|
|
(3,039 |
) |
|
|
(3,734 |
) |
|
|
|
|
|
|
|
Net cash used by investing activities |
|
|
(888,754 |
) |
|
|
(893,738 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
Net increase in demand and savings deposits |
|
|
402,115 |
|
|
|
325,137 |
|
Net increase in certificates of deposit |
|
|
145,816 |
|
|
|
201,484 |
|
Net (decrease) increase in federal funds purchased
and other short-term liabilities |
|
|
(12,279 |
) |
|
|
424,351 |
|
Principal repayments on long-term debt |
|
|
(104,313 |
) |
|
|
(243,527 |
) |
Proceeds from issuance of long-term debt |
|
|
307,805 |
|
|
|
10,000 |
|
Excess tax benefit from share-based payment arrangements |
|
|
4,629 |
|
|
|
2,269 |
|
Dividends paid to shareholders |
|
|
(63,476 |
) |
|
|
(57,059 |
) |
Proceeds from issuance of common stock |
|
|
23,118 |
|
|
|
20,458 |
|
|
|
|
|
|
|
|
Net cash provided by financing activities |
|
|
703,415 |
|
|
|
683,113 |
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash and cash equivalent
balances held in foreign currencies |
|
|
(571 |
) |
|
|
31 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Decrease in cash and due from banks |
|
|
(61,059 |
) |
|
|
(100,099 |
) |
Cash and due from banks at beginning of period |
|
|
889,975 |
|
|
|
880,886 |
|
|
|
|
|
|
|
|
Cash and due from banks at end of period |
|
$ |
828,916 |
|
|
|
780,787 |
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements.
6
SYNOVUS FINANCIAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1 Basis of Presentation
The accompanying unaudited consolidated financial statements have been prepared in accordance with
the instructions to Form 10-Q and therefore do not include all information and footnotes necessary
for a fair presentation of financial position, results of operations, and cash flows in conformity
with U.S. generally accepted accounting principles. All adjustments consisting of normally
recurring accruals that, in the opinion of management, are necessary for a fair presentation of the
financial position and results of operations for the periods covered by this report have been
included. The accompanying unaudited consolidated financial statements should be read in
conjunction with the Synovus Financial Corp. (Synovus) consolidated financial statements and
related notes appearing in the 2006 Annual Report previously filed on Form 10-K. Certain prior
year amounts have been reclassified to conform to the presentation adopted in 2007.
In preparing the consolidated financial statements, management is required to make estimates and
assumptions that affect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities as of the date of the respective balance sheets and the reported
amounts of revenues and expenses for the periods presented. Actual results could differ
significantly from those estimates.
Note 2 Supplemental Cash Flow Information
For the three months ended March 31, 2007 and 2006, Synovus paid income taxes (net of refunds
received) of $53.6 million and $43.8 million, respectively. For the three months ended March 31,
2007 and 2006, Synovus paid interest of $256.2 million and $162.1 million, respectively.
Non-cash investing activities consisted of loans of approximately $7.8 million and $10 million,
which were foreclosed and transferred to other real estate during the three months ended March 31,
2007 and 2006, respectively.
Note 3 Derivative Instruments
Synovus accounts for its derivative financial instruments as either assets or liabilities on the
balance sheet at fair value through adjustments to either the hedged items, accumulated other
comprehensive income, or current earnings, as appropriate. As part of its overall interest rate
risk management activities, Synovus utilizes derivative instruments to manage its exposure to
various types of interest rate risk. These derivative instruments consist of interest rate swaps,
commitments to sell fixed-rate mortgage loans, and interest rate lock commitments made to
prospective mortgage loan customers. Mortgage rate lock commitments represent derivative
instruments since it is intended that such loans will be sold.
Synovus originates first lien residential mortgage loans for sale into the secondary market and
generally does not hold the originated loans for investment purposes. Mortgage loans are either
converted to securities or are sold to a third party servicing aggregator.
7
At March 31, 2007, Synovus had commitments to fund fixed-rate mortgage loans to customers in the
amount of $109.3 million. The fair value of these commitments at March 31, 2007 resulted in an
unrealized loss of $612 thousand, which was recorded as a component of mortgage banking income in
the consolidated statement of income.
At March 31, 2007, outstanding commitments to sell fixed-rate mortgage loans amounted to
approximately $178.4 million. Such commitments are entered into to reduce the exposure to market
risk arising from potential changes in interest rates, which could affect the fair value of
mortgage loans held for sale and outstanding commitments to originate residential mortgage loans
for resale. The commitments to sell mortgage loans are at fixed prices and are scheduled to settle
at specified dates that generally do not exceed 90 days. The fair value of outstanding commitments
to sell mortgage loans at March 31, 2007 resulted in an unrealized gain of $234 thousand, which was
recorded as a component of mortgage banking income in the consolidated statement of income.
Synovus utilizes interest rate swaps to manage interest rate risks, primarily arising from its core
community banking activities. These interest rate swap transactions generally involve the exchange
of fixed and floating rate interest rate payment obligations without the exchange of underlying
principal amounts. Entering into interest rate derivatives potentially exposes Synovus to the risk
of counterparties failure to fulfill their legal obligations including, but not limited to,
potential amounts due or payable under each derivative contract. Notional principal amounts often
are used to express the volume of these transactions, but the amounts potentially subject to credit
risk are much smaller.
The receive fixed interest rate swap contracts at March 31, 2007 are being utilized to hedge $700
million in floating rate loans and $2.32 billion in fixed-rate liabilities. A summary of interest
rate swap contracts and their terms at March 31, 2007 is shown below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-Average |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maturity |
|
|
|
|
|
|
|
|
|
|
|
Net |
|
(Dollars in |
|
|
Notional |
|
|
|
Receive |
|
|
Pay |
|
|
In |
|
|
|
Unrealized |
|
|
Unrealized |
|
thousands) |
|
|
Amount |
|
|
|
Rate |
|
|
Rate(*) |
|
|
Months |
|
|
|
Gains |
|
|
Losses |
|
|
Gains |
|
|
|
|
|
|
|
|
|
|
|
Receive fixed swaps: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value hedges |
|
|
$ |
2,322,500 |
|
|
|
|
4.97 |
% |
|
|
5.11 |
% |
|
|
27 |
|
|
|
$ |
32,847 |
|
|
|
(13,447 |
) |
|
|
19,400 |
|
Cash flow hedges |
|
|
|
700,000 |
|
|
|
|
7.91 |
% |
|
|
8.25 |
% |
|
|
35 |
|
|
|
|
5,979 |
|
|
|
(1,504 |
) |
|
|
4,475 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
$ |
3,022,500 |
|
|
|
|
5.47 |
% |
|
|
5.65 |
% |
|
|
29 |
|
|
|
$ |
38,826 |
|
|
|
(14,951 |
) |
|
|
23,875 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(*) |
|
Variable pay rate based upon contract rates in effect at March 31, 2007. |
Synovus designates hedges of floating rate loans as cash flow hedges. These swaps hedge
against the variability of cash flows from specified pools of floating rate prime based loans.
Synovus calculates effectiveness of the hedging relationship quarterly using the cumulative dollar
offset method. As of March 31, 2007, cumulative ineffectiveness for Synovus portfolio of cash flow
hedges represented a gain of approximately $74 thousand. Ineffectiveness from cash flow hedges is
recognized in the consolidated statements of income as other operating income.
Synovus expects to reclassify from accumulated other comprehensive income approximately $718
thousand as net-of-tax expense during the next twelve months, as the related payments for interest
rate swaps and amortization of deferred gains (losses) are recorded.
8
Synovus designates hedges of fixed rate liabilities as fair value hedges. These swaps hedge against
the change in fair market value of various fixed rate liabilities due to changes in the benchmark
interest rate LIBOR. Synovus uses the short cut method of hedge accounting for fair value hedging
relationships designated as hedging the change in fair value of fixed rate subordinated debt issued
by Synovus. These transactions total approximately $300 million in notional principal. For all
other fair value hedging relationships, Synovus measures hedge ineffectiveness quarterly using the
cumulative dollar offset method. As of March 31, 2007, cumulative ineffectiveness for Synovus
portfolio of fair value hedges represented a gain of approximately $603 thousand. Ineffectiveness
from fair value hedges is recognized in the consolidated statements of income as other operating
income.
Synovus also enters into derivative financial instruments to meet the financing and interest rate
risk management needs of its customers. Upon entering into these instruments to meet customer
needs, Synovus enters into offsetting positions in order to minimize the risk to Synovus. These
derivative financial instruments are recorded at fair value with any resulting gain or loss
recorded in current period earnings. As of March 31, 2007, the notional amount of customer related
interest rate derivative financial instruments was $2.04 billion.
Synovus also enters into derivative financial instruments to meet the equity risk management needs
of its customers. Upon entering into these instruments to meet customer needs, Synovus enters into
offsetting positions in order to minimize the risk to Synovus. These derivative financial
instruments are recorded at fair value with any resulting gain or loss recorded in current period
earnings. As of March 31, 2007, the notional amount of customer related equity derivative
financial instruments was $19.8 million.
Note 4 Share-Based Compensation
General Description of Share-Based Compensation Plans
Synovus long-term incentive plans authorize the Compensation Committee of the Board of Directors
to grant share-based compensation to Synovus employees and non-employee directors. Synovus accounts
for its share-based compensation arrangements in accordance with SFAS No. 123R, Share-Based
Payment.
At December 31, 2006, Synovus had a total of 4.2 million shares of its authorized but unissued
common stock reserved for future share-based grants under the Synovus Financial Corp. 2002 and 2000
Long-Term Incentive Plans (2002 and 2000 Plans). On February 15, 2007, the Board of Directors
adopted the Synovus Financial Corp. 2007 Omnibus Plan (2007 Plan), subject to shareholder
approval. The 2007 Plan was approved by shareholders on April 25, 2007. Due to the approval of
the 2007 Plan, no further awards will be made under the 2002 and 2000 Plans. The aggregate number
of shares of Synovus common stock which may be granted to participants pursuant to awards granted
under the 2007 Plan may not exceed 18 million.
9
Share-Based Compensation Expense
Synovus share-based compensation costs are recorded as a component of salaries and other personnel
expense in the consolidated statements of income. Share-based compensation expense recognized in
income is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
|
March 31, |
|
(in thousands) |
|
|
2007 |
|
|
|
2006 |
|
|
|
|
|
|
|
|
Share-based compensation expense: |
|
|
|
|
|
|
|
|
|
|
Stock options |
|
|
$ |
4,183 |
|
|
|
|
6,575 |
|
Non-vested shares |
|
|
|
3,156 |
|
|
|
|
872 |
|
|
|
|
|
|
|
|
|
|
Total share-based compensation expense |
|
|
$ |
7,339 |
|
|
|
|
7,447 |
|
|
|
|
|
|
|
|
|
|
Stock Option Awards
During the three months ended March 31, 2007, Synovus granted 246,660 options to purchase shares of
Synovus common stock to certain key Synovus employees at a weighted-average exercise price of
$31.93. Stock options granted in 2007 generally become exercisable over a three-year period, with
one-third of the total grant amount vesting on each anniversary of the grant-date, and expire ten
years from the date of grant. Share-based compensation expense is recognized for plan participants
on a straight-line basis over the shorter of the vesting period or the period until reaching
retirement eligibility. At March 31, 2007, there were 22,204,234 options to purchase shares of Synovus
common stock outstanding with a weighted-average exercise price of $23.18.
The weighted-average grant-date fair value of stock options granted during the three months ended
March 31, 2007 was $7.22 as determined using the Black-Scholes-Merton option-pricing model with the
following weighted-average assumptions: risk free interest rate of 4.78%, expected stock price
volatility of 21.76%, dividend yield of 2.6% and an expected life of 6.0 years.
Non-Vested Shares
During the three months ended March 31, 2007, 59,194 non-transferable non-vested shares of Synovus
common stock with a weighted-average grant date fair value of $31.97 were awarded to certain key
employees and non-employee directors of Synovus. Non-vested shares granted in 2007 generally vest
over a three-year period, with one-third of the total grant amount vesting on each anniversary of
the grant-date. Share-based compensation expense is recognized for plan participants on a
straight-line basis over the vesting period. At March 31, 2007, there were 685,028 non-vested
shares outstanding with a weighted-average grant-date fair value of $27.58.
In addition to the non-vested shares described above, 12,677 non-transferable non-vested shares of
Synovus common stock with a grant date fair value of $31.64 were awarded to a key Synovus executive
under a performance-vesting schedule.
TSYS Share-Based Compensation
Total System Services, Inc. (TSYS), an 81% owned subsidiary, also grants share-based compensation
to certain executives and non-employee directors in the form of options to purchase shares of TSYS
common stock (TSYS stock options) or non-vested shares of TSYS
10
common stock (TSYS non-vested shares).
During the three months ended March 31, 2007, TSYS awarded 241,260 non-transferable non-vested
shares of TSYS common stock with a grant-date fair value of $31.37 to certain key employees and
non-employee directors of TSYS. The fair value of the common stock at the date of issuance will
be amortized over the shorter of the vesting period or the period until reaching retirement. TSYS
did not grant any options for purchase of TSYS common stock during the three months ended March 31,
2007.
Note 5 Business Combinations
Effective on April 1, 2006, Synovus acquired all of the issued and outstanding common shares of
Banking Corporation of Florida, the parent company of First Florida Bank (First Florida),
headquartered in Naples, Florida. The acquisition was accounted for using the purchase method of
accounting, and accordingly, the results of operations of First Florida have been included in
Synovus consolidated financial statements beginning April 1, 2006.
The aggregate purchase price was $84.8 million, consisting of 2,938,791 shares of Synovus common
stock valued at $80.1 million, stock options valued at $4.7 million and $24 thousand in direct
acquisition costs. Synovus has completed the allocation of the purchase price of this acquisition
to the respective assets acquired, including identifiable intangible assets, and liabilities
assumed.
The final purchase price allocation is presented below:
|
|
|
|
|
|
(In thousands) |
|
|
At April 1, 2006 |
|
|
|
|
|
Cash and due from banks |
|
|
$ |
2,595 |
|
Federal funds sold |
|
|
|
4,782 |
|
Investments |
|
|
|
5,655 |
|
Loans, net |
|
|
|
341,825 |
|
Premises and equipment |
|
|
|
2,317 |
|
Goodwill |
|
|
|
54,849 |
|
Core deposits premium |
|
|
|
1,172 |
|
Other intangible assets |
|
|
|
937 |
|
Other assets |
|
|
|
3,655 |
|
|
|
|
|
|
Total assets acquired |
|
|
|
417,787 |
|
|
|
|
|
|
|
|
|
|
|
|
Deposits (a) |
|
|
|
321,283 |
|
Long-term debt |
|
|
|
10,269 |
|
Other liabilities |
|
|
|
1,405 |
|
|
|
|
|
|
Total liabilities assumed |
|
|
|
332,957 |
|
|
|
|
|
|
Net assets acquired |
|
|
$ |
84,830 |
|
|
|
|
|
|
|
|
|
(a) |
|
Includes time deposits in the amount of $231.9 million. |
Effective on March 25, 2006, Synovus acquired all of the issued and outstanding common shares of
Riverside Bancshares, Inc., the parent company of Riverside Bank (Riverside), headquartered in
Marietta, Georgia. Concurrent with the acquisition, Riverside was merged into a subsidiary of
Synovus, Bank of North Georgia. The acquisition was accounted for using the purchase method
11
of accounting, and accordingly, the results of operations of Riverside Bancshares have been
included in Synovus consolidated financial statements beginning March 25, 2006.
The aggregate purchase price was $171.4 million, consisting of 5,883,426 shares of Synovus common
stock valued at $159.8 million, stock options valued at $11.4 million, and $182 thousand in direct
acquisition costs. Synovus has completed the allocation of the purchase price of this acquisition
to the respective assets acquired, including identifiable intangible assets, and liabilities
assumed.
The final purchase price allocation is presented below:
|
|
|
|
|
|
(In thousands) |
|
|
At March 25, 2006 |
|
|
|
|
|
Cash and due from banks |
|
|
$ |
13,041 |
|
Investments |
|
|
|
116,604 |
|
Loans, net |
|
|
|
469,983 |
|
Premises and equipment |
|
|
|
11,973 |
|
Goodwill |
|
|
|
123,364 |
|
Core deposits premium |
|
|
|
6,861 |
|
Other intangible assets |
|
|
|
1,249 |
|
Other assets |
|
|
|
22,389 |
|
|
|
|
|
|
Total assets acquired |
|
|
|
765,464 |
|
|
|
|
|
|
|
|
|
|
|
|
Deposits (a) |
|
|
|
491,739 |
|
Federal funds purchased |
|
|
|
2,069 |
|
Securities sold under repurchase agreements |
|
|
|
50,670 |
|
Long-term debt |
|
|
|
37,683 |
|
Other liabilities |
|
|
|
11,921 |
|
|
|
|
|
|
Total liabilities assumed |
|
|
|
594,082 |
|
|
|
|
|
|
Net assets acquired |
|
|
$ |
171,382 |
|
|
|
|
|
|
|
|
|
(a) |
|
Includes time deposits in the amount of $176.7 million. |
On July 11, 2006, TSYS completed the acquisition of Card Tech, Ltd., a privately owned London-based
payments firm, and related companies. TSYS rebranded the group of companies as TSYS Card Tech.
TSYS paid aggregate consideration of approximately $59.3 million, including direct acquisition
costs. TSYS is in the process of allocating the purchase price to the respective assets acquired,
and has preliminarily allocated approximately $32.1 million to goodwill, approximately $19.1
million to other identifiable intangible assets and the remaining amounts to other identifiable
assets and liabilities acquired.
Pro forma information related to the impact of these acquisitions on Synovus consolidated
financial statements, assuming such acquisitions had occurred at the beginning of the periods
reported, is not presented as such impact is not significant.
Note 6 Operating Segments
Synovus has two reportable segments: Financial Services and Transaction Processing Services, which
is comprised of TSYS. The Financial Services segment provides financial services
12
including banking, financial management, insurance, mortgage and leasing services through 39
subsidiary banks and other Synovus offices in Georgia, Alabama, South Carolina, Florida, and
Tennessee. TSYS provides electronic payment processing and other related services to card-issuing
institutions in the United States, and internationally. All inter-segment services provided are
charged at the same rates as those charged to unaffiliated customers. Such services are included
in the results of operations of the respective segments and are eliminated to arrive at
consolidated totals.
Segment information as of and for the three months ended March 31, 2007 and 2006, respectively, is
presented in the following table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial |
|
|
|
|
|
|
|
|
|
(In thousands) |
|
|
|
|
|
|
|
Services |
|
|
TSYS (a) |
|
|
Eliminations |
|
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income |
|
|
|
2007 |
|
|
|
$ |
547,899 |
|
|
|
|
3,398 |
|
|
|
|
(3,398) |
(b) |
|
|
$ |
547,899 |
|
|
|
|
|
2006 |
|
|
|
|
439,493 |
|
|
|
|
1,520 |
|
|
|
|
(1,520) |
(b) |
|
|
|
439,493 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
|
2007 |
|
|
|
|
264,950 |
|
|
|
|
85 |
|
|
|
|
(3,398) |
(b) |
|
|
|
261,637 |
|
|
|
|
|
2006 |
|
|
|
|
178,544 |
|
|
|
|
33 |
|
|
|
|
(1,520) |
(b) |
|
|
|
177,057 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income |
|
|
|
2007 |
|
|
|
|
282,949 |
|
|
|
|
3,313 |
|
|
|
|
|
|
|
|
|
286,262 |
|
|
|
|
|
2006 |
|
|
|
|
260,949 |
|
|
|
|
1,487 |
|
|
|
|
|
|
|
|
|
262,436 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for losses on loans |
|
|
|
2007 |
|
|
|
|
20,515 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,515 |
|
|
|
|
|
2006 |
|
|
|
|
19,549 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,549 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income after provision |
|
|
|
2007 |
|
|
|
|
262,434 |
|
|
|
|
3,313 |
|
|
|
|
|
|
|
|
|
265,747 |
|
for losses on loans |
|
|
|
2006 |
|
|
|
|
241,400 |
|
|
|
|
1,487 |
|
|
|
|
|
|
|
|
|
242,887 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-interest income |
|
|
|
2007 |
|
|
|
|
87,503 |
|
|
|
|
433,293 |
|
|
|
|
(6,737) |
(c) |
|
|
|
514,059 |
|
|
|
|
|
2006 |
|
|
|
|
83,064 |
|
|
|
|
414,406 |
|
|
|
|
(5,595) |
(c) |
|
|
|
491,875 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-interest expense |
|
|
|
2007 |
|
|
|
|
194,797 |
|
|
|
|
344,091 |
|
|
|
|
(6,737) |
(c) |
|
|
|
532,151 |
|
|
|
|
|
2006 |
|
|
|
|
178,946 |
|
|
|
|
340,443 |
|
|
|
|
(5,595) |
(c) |
|
|
|
513,794 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
|
|
2007 |
|
|
|
|
155,140 |
|
|
|
|
92,515 |
|
|
|
|
(11,278) |
(d) |
|
|
|
236,377 |
|
|
|
|
|
2006 |
|
|
|
|
145,518 |
|
|
|
|
75,450 |
|
|
|
|
(9,740) |
(d) |
|
|
|
211,228 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense |
|
|
|
2007 |
|
|
|
|
54,733 |
|
|
|
|
34,891 |
|
|
|
|
|
|
|
|
|
89,624 |
|
|
|
|
|
2006 |
|
|
|
|
51,757 |
|
|
|
|
24,965 |
|
|
|
|
|
|
|
|
|
76,722 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
2007 |
|
|
|
|
100,407 |
|
|
|
|
57,623 |
|
|
|
|
(11,278) |
(d) |
|
|
|
146,753 |
|
|
|
|
|
2006 |
|
|
|
|
93,761 |
|
|
|
|
50,485 |
|
|
|
|
(9,740) |
(d) |
|
|
|
134,506 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
|
|
2007 |
|
|
|
|
31,335,305 |
|
|
|
|
1,639,803 |
|
|
|
|
(267,424) |
(e) |
|
|
|
32,707,684 |
|
|
|
|
|
2006 |
|
|
|
|
27,937,727 |
|
|
|
|
1,401,328 |
|
|
|
|
(177,878) |
(e) |
|
|
|
29,161,177 |
|
|
|
|
(a) |
|
Includes equity in income of equity investments which is included in non-interest income.
|
|
(b) |
|
Interest on TSYS cash deposits with the Financial Services segment. |
|
(c) |
|
Principally, electronic payment processing and other services provided by TSYS to the
Financial Services segment. |
|
(d) |
|
Minority interest in TSYS and GP Network Corporation (a TSYS subsidiary).
|
|
(e) |
|
Primarily TSYS cash deposits with the Financial Services segment. |
13
Segment information for the changes in the carrying amount of goodwill for the three months
ended March 31, 2007 is shown in the following table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial |
|
|
|
|
|
|
|
(In thousands) |
|
|
Services |
|
|
TSYS |
|
|
Total |
|
|
|
|
|
Balance as of December 31, 2006 |
|
|
$ |
536,178 |
|
|
|
133,337 |
|
|
|
669,515 |
|
Goodwill adjusted during period |
|
|
|
3,419 |
(1)(2) |
|
|
8,503 |
(3) |
|
|
11,922 |
|
Impairment losses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of March 31, 2007 |
|
|
$ |
539,597 |
|
|
|
141,840 |
|
|
|
681,437 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Synovus acquired all of the issued and outstanding shares of GLOBALT, Inc. on May 31,
2002. The terms of the merger agreement provide for contingent consideration based on a
percentage of a multiple of earnings before interest, income taxes, depreciation and other
adjustments, as defined in the agreement (EBTDA), for each of the three years ended
December 31, 2004, 2005 and 2006. The contingent consideration was payable by February
15th of each year subsequent to the respective calendar year for which the EBTDA
calculation was made. The fair value of the contingent consideration was recorded as an
addition to goodwill. During the first quarter of 2007, Synovus recorded additional
contingent consideration of $1.9 million, which was based on 14% of a multiple of GLOBALTs
EBTDA for the year ended December 31, 2006. Contingent consideration of $585 thousand and
$226 thousand was paid during the three months ended March 31, 2006 and 2005, respectively,
based on 7% and 4% of a multiple of GLOBALTs EBTDA for the years ended December 31, 2005
and 2004, respectively. |
|
(2) |
|
Goodwill adjusted during the three months ended
March 31, 2007 includes $1.3 million
resulting from finalization of the allocation of the purchase prices for the Riverside
acquisition on March 25, 2006, and $259 thousand resulting from the First Florida
acquisition on April 1, 2006. See note 5 for additional information regarding these
acquisitions. |
|
(3) |
|
Goodwill adjusted during the three months ended March 31, 2007 includes $5.5 million
resulting from the finalization of the allocation of the purchase prices for TSYS
acquisition of TSYS Card Tech on July 11, 2006, and a $2.5 million currency translation
adjustment related to TSYS Card Tech. The remaining $472 thousand addition to goodwill is
due to legal fees incurred in conjunction with the acquisition of TSYS Card Tech and TSYS
Managed Services. |
14
Intangible assets (excluding goodwill) net of accumulated amortization as of March 31, 2007 and
December 31, 2006, respectively, are presented in the table below.
|
|
|
|
|
|
|
|
|
|
|
(In thousands) |
|
|
March 31, 2007 |
|
|
|
December 31, 2006 |
|
|
Purchased trust revenues |
|
|
$ |
2,573 |
|
|
|
|
2,643 |
|
Core deposit premiums |
|
|
|
25,978 |
|
|
|
|
27,099 |
|
Employment contracts / non-competition
agreements |
|
|
|
75 |
|
|
|
|
150 |
|
Acquired customer contracts |
|
|
|
2,962 |
|
|
|
|
5,029 |
|
Intangibles associated with the
acquisition of minority
interest in TSYS |
|
|
|
6,381 |
|
|
|
|
6,577 |
|
Customer relationships |
|
|
|
14,877 |
|
|
|
|
20,275 |
|
Other |
|
|
|
1,695 |
|
|
|
|
1,813 |
|
|
|
|
|
|
|
|
Total carrying value |
|
|
$ |
54,541 |
|
|
|
|
63,586 |
|
|
|
|
|
|
|
|
Note 7 Income Taxes
Synovus files income tax returns in the U.S. Federal jurisdiction and various state and foreign
jurisdictions, and is subject to examinations by these taxing authorities unless statutory
examination periods lapse. Synovus U.S. Federal income tax return is filed on a consolidated
basis. Most state and foreign income tax returns are filed on a separate entity basis. Synovus is
no longer subject to U.S. Federal income tax examinations by the Internal Revenue Service (IRS) for
years before 2004, and with few exceptions, is no longer subject to income tax examinations from
state and local or foreign authorities for years before 2001. There is currently no Federal tax
examination in progress; however, a number of tax examinations are in progress by the relevant
state tax authorities.
Synovus adopted the provisions of Financial Accounting Standards Board (FASB) interpretation No.
48, Accounting for Income Taxes an interpretation of FASB Statement 109 (FIN 48) as of January
1, 2007. FIN 48 establishes a single model to address accounting for uncertain tax positions. FIN
48 clarifies the accounting for income taxes by prescribing a minimum recognition threshold a tax
position is required to meet before being recognized in the financial statements. FIN 48 also
provides guidance on derecognition, measurement classification, interest and penalties, accounting
in interim periods, disclosure and transition. FIN 48 provides a two-step process in the
evaluation of a tax position. The first step is recognition. A company determines whether it is
more-likely-than-not that a tax position will be sustained upon examination, including a resolution
of any related appeals or litigation processes, based upon the technical merits of the position.
The second step is measurement. A tax position that meets the more-likely-than-not recognition
threshold is measured at the largest amount of benefit that is greater than 50 percent likely of
being realized upon ultimate settlement. Upon adoption as of January 1, 2007, Synovus recognized a
$607 thousand increase in the liability for uncertain tax positions,
with a corresponding decrease in minority interest of $377 thousand
and a decrease in retained earnings of $230 thousand as a cumulative
effect adjustment. During the three months ended
March 31, 2007, Synovus increased its state income tax expense by a net amount of approximately
$1.2 million (net of the Federal tax benefit) in response to new information impacting the potential resolution of uncertain tax
positions, subsequent to the adoption of FIN 48.
15
A
reconciliation of the beginning and ending amount of unrecognized tax
benefits is as follows (1):
|
|
|
|
|
(in thousands) |
|
|
|
|
Balance at January 1, 2007 |
|
$ |
16,485 |
|
Current activity: |
|
|
|
|
Additions based on tax positions related to current year |
|
|
574 |
|
Additions for tax positions of prior years |
|
|
2,974 |
|
Reductions for tax positions of prior years |
|
|
(1,159 |
) |
Settlements |
|
|
|
|
|
|
|
|
Balance at March 31, 2007 |
|
$ |
18,874 |
|
|
|
|
|
(1)
Unrecognized State tax benefits are not adjusted for the Federal tax
impact
Synovus recognizes accrued interest and penalties related to unrecognized income tax benefits as a
component of income tax expense. Accrued interest and penalties on unrecognized tax benefits
totaled $3.4 million and $4.3 million as of January 1, 2007 and March 31, 2007, respectively. The
total amount of unrecognized income tax benefits as of January 1, 2007 that, if recognized, would
affect the effective tax rate is $13.4 million (net of the
Federal benefit on State tax issues) which includes interest of $2.2 million.
Note 8 Dividends per Share
Dividends declared per share for the three months ended March 31, 2007 were $0.2050, up 5.1% from
$0.1950 for the same period in 2006.
Note 9 Guarantees and Indemnifications
TSYS has entered into processing and licensing agreements with clients that include intellectual
property indemnification clauses. TSYS generally agrees to indemnify its clients, subject to
certain exceptions, against legal claims that TSYS services or systems infringe on certain third
party patents, copyrights or other proprietary rights. In the event of such a claim, TSYS is
generally obligated to hold the client harmless and pay for related losses, liabilities, costs and
expenses, including, without limitation, court costs and reasonable attorneys fees. TSYS has not
made any indemnification payments in relation to these indemnification clauses.
Synovus has not recorded a liability for guarantees or indemnities in the accompanying consolidated
balance sheets since the maximum amount of potential future payments under such guarantees and
indemnities is not determinable.
Note 10 Recently Adopted Accounting Pronouncements
In February 2006, the FASB issued SFAS No. 155, Accounting for Certain Hybrid Financial
Instruments (SFAS No. 155). SFAS No. 155 amends SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities, and SFAS No. 140, Accounting for Transfers and Servicing of
Financial Assets and Extinguishments of Liabilities. SFAS No. 155 resolves issues addressed in
Statement 133 Implementation Issue No. D1, Application of Statement 133 to Beneficial Interests in
Securitized Financial Assets. SFAS No. 155 eliminates the exemption from applying SFAS No. 133 to
interests in securitized financial assets so that similar instruments are accounted for similarly
regardless of the form of the instruments. SFAS No. 155 also permits election of fair value
measurement at acquisition, at issuance, or when a previously recognized financial instrument is
subject to a re-measurement event, on an instrument-by-instrument basis. The provisions of this
statement are effective for all financial instruments
16
acquired or issued after the beginning of the entitys first fiscal year that begins after
September 15, 2006. Synovus adopted SFAS No. 155 effective January 1, 2007. The impact of adoption
of SFAS No. 155 was not material to Synovus financial position, results of operations or cash
flows.
In March 2006, the FASB issued SFAS No. 156, Accounting for Servicing of Financial Assets (SFAS
No. 156). SFAS No. 156 amends SFAS No. 140, Accounting for Transfers and Servicing of Financial
Assets and Extinguishments of Liabilities, with respect to the accounting for separately
recognized servicing assets and servicing liabilities. SFAS No. 156 requires an entity to recognize
a servicing asset or servicing liability each time it undertakes an obligation to service a
financial asset by entering into a servicing contract in certain situations and requires that all
separately recognized servicing assets and servicing liabilities be initially measured at fair
value, if practicable. The provisions of this statement are effective as of the beginning of the
first fiscal year that begins after September 15, 2006. Synovus adopted SFAS No. 156 effective
January 1, 2007. The impact of adoption of SFAS No. 156 was not material to Synovus financial
position, results of operations or cash flows.
In September 2006, the EITF reached a consensus on EITF Issue No. 06-5, Accounting for Purchases
of Life Insurance Determining the Amount That Could Be Realized in Accordance with FASB Technical
Bulletin No. 85-4 (EITF 06-5). EITF 06-5 requires that a determination of the amount that could
be realized under an insurance contract should (1) consider any additional amounts beyond cash
surrender value included in the contractual terms of the policy and (2) be based on an assumed
surrender at the individual policy or certificate level, unless all policies or certificates are
required to be surrendered as a group. EITF 06-5 is effective for fiscal periods beginning after
December 15, 2006. Synovus adopted EITF 06-05 effective January 1, 2007. The impact of adoption of
EITF 06-05 was not material to Synovus financial position, results of operations or cash flows.
17
ITEM 2 MANAGEMENTS DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Executive Summary
The following financial review provides a discussion of Synovus financial condition, changes in
financial condition, and results of operations.
About
Our Business
Synovus is a diversified financial services holding company, based in Columbus, Georgia, with more
than $32 billion in assets. Synovus operates two business segments: the Financial Services
segment and the Transaction Processing Services segment. The Financial Services segment provides
integrated financial services including banking, financial management, insurance, mortgage, and
leasing services through 39 subsidiary banks and other Synovus offices in five southeastern states.
At March 31, 2007, our subsidiary banks ranged in size from $80.2 million to $5.8 billion in
total assets. The Transaction Processing Services segment provides electronic payment processing
services through our 81% owned subsidiary Total System Services, Inc. (TSYS), one of the worlds
largest companies for outsourced payment services. Our ownership in TSYS gives us a unique
business mix: for the first three months of 2007, 54% of our consolidated revenues and 32% of our
net income came from TSYS.
Our Key
Financial Performance Indicators
In terms of how we measure success in our business, the following are our key financial performance
indicators:
Financial Services
|
|
|
|
|
|
|
Loan Growth
|
|
Credit Quality |
|
|
Core Deposit Growth
|
|
Fee Income Growth |
|
|
Net Interest Margin
|
|
Expense Management |
|
|
|
|
|
TSYS |
|
|
|
|
|
|
Revenue Growth
|
|
Expense Management |
2007 Financial Performance Highlights
Consolidated
|
|
|
Net income of $146.8 million, up 9.1%, for the three months
ended March 31, 2007 as compared to the same period in 2006. |
|
|
|
|
Diluted earnings per share of $0.45 for the three months
ended March 31, 2007, up 4.7% over the same period a year ago. |
Financial Services
|
|
|
Net income growth: 7.1% for the three months ended March
31, 2007, over the corresponding period in the prior year. |
|
|
|
|
Net interest margin: 4.10% for the three months ended March
31, 2007, as compared to 4.32% for the same period in 2006. |
|
|
|
|
Loan growth: 12.5% increase from March 31, 2006 (11.0%
excluding acquisitions). |
18
|
|
|
Non-performing assets ratio of 0.68%, compared to
0.50% at December 31, 2006 and 0.45% at March 31, 2006. |
|
|
|
|
Past dues over 90 days and still accruing interest
as a percentage of total loans of 0.11%, compared to 0.14% at
December 31, 2006 and 0.08 % at March 31, 2006. |
|
|
|
|
Total past dues still accruing interest as a
percentage of total loans of 0.60% compared to 0.62% at
December 31, 2006 and 0.51% at March 31, 2006. |
|
|
|
|
Net charge-off ratio of 0.13% for the three months
ended March 31, 2007 compared to 0.27% for the three months
ended March 31, 2006 and 0.26% for the year ended December 31,
2006. |
|
|
|
Core deposit (total deposits less brokered time deposits)
growth: 12.3% increase from March 31, 2006 and 10.8% increase excluding
acquisitions. |
|
|
|
|
Fee income: up 5.3% for the three months ended March 31,
2007, compared to the corresponding period in the prior year. |
|
|
|
|
Non-interest expenses up by 8.9% for the three months ended
March 31, 2007 over the corresponding period in the prior year (up 5.9%
excluding acquisitions). |
TSYS
|
|
|
Revenue growth before reimbursable items: 4.3% for the
three months ended March 31, 2007 over the corresponding period in the
prior year. |
|
|
|
|
Expense growth before reimbursable items: 0.1% for the
three months ended March 31, 2007 over the corresponding period in the
prior year. |
|
|
|
|
Net income growth: 13.7% for the three months ended March
31, 2007, over the corresponding period in the prior year. |
Other highlights at TSYS include:
|
|
|
TSYS completed the Capital One conversion in the first quarter of 2007. |
|
|
|
|
TSYS signed a contract extension with Spira de México, S.A. de C.V. to
continue processing its consumer-credit portfolio. |
|
|
|
|
TSYS PRIME card and merchant management system was chosen by Norways
largest financial services group, DnB NOR Bank ASA, to manage the fast-growing cards
portfolio of its market-leading credit-card operator. |
|
|
|
|
In the merchant-processing arena, TSYS renewed agreements with Sage Payment
Solutions and Moneris Solutions, and signed new agreements with Clearent and National
Processing Company. |
2007 Earnings Outlook
Synovus expects 2007 diluted earnings per share to be in the range of $1.96 to $1.98, based in
part upon the following assumptions:
|
|
|
Stable short-term interest rates. |
|
|
|
|
Annual net interest margin near the first quarter of 2007 level of 4.10%. |
|
|
|
|
Loan growth of approximately 10%. |
|
|
|
|
A stable credit environment. |
|
|
|
|
TSYS net income within its range of guidance. |
|
19
Critical Accounting Policies
The accounting and financial reporting policies of Synovus conform to U.S. generally accepted
accounting principles and to general practices within the banking and electronic payment processing
industries. Synovus has identified certain of its accounting policies as critical accounting
policies. In determining which accounting policies are critical in nature, Synovus has identified
the policies that require significant judgment or involve complex estimates. The application of
these policies has a significant impact on Synovus financial statements. Synovus financial
results could differ significantly if different judgments or estimates are applied in the
application of these policies.
Synovus critical accounting policies are described in the Financial Review section of Synovus
2006 Annual Report on Form 10-K. There have been no material changes to Synovus critical
accounting policies, estimates, and assumptions, or the judgments affecting the application of
these estimates and assumptions in 2007.
Business Combinations
Refer to Note 5 of the Notes to Consolidated Financial Statements (unaudited) for a discussion of
business combinations.
Balance Sheet
During the first three months of 2007, total assets increased $852.9 million. The more significant
increases consisted of loans, net of unearned income, up $569.1 million, federal funds sold and
securities purchased under resale agreements up $89.4 million, and investment securities available
for sale up $168.4 million.
Providing the necessary funding for the balance sheet growth during the first three months of 2007,
the core deposit base (total deposits excluding brokered time deposits) grew $488.2 million,
brokered time deposits grew $59.7 million, federal home loan bank advances (a component of
long-term debt) increased $197.3 million, and shareholders
equity increased $127.4 million.
Trading Account Assets
The trading account assets portfolio is substantially comprised of mortgage-backed securities which
are bought and held principally for sale and delivery to correspondent and retail customers of
Synovus. Trading account assets are reported on the consolidated balance sheets at fair value,
with unrealized gains and losses included in other operating income on the consolidated statements
of income.
Loans
At March 31, 2007, loans outstanding were $25.22 billion, an increase of $2.80 billion, or 12.5%,
over March 31, 2006. Excluding the impact of the First Florida acquisition which was completed
during the second quarter of 2006, total loans grew by $2.46 billion, or 11.0%. On a sequential
quarter basis, total loans outstanding grew by $569.1 million or 9.4% annualized.
Total
loans as of March 31, 2007 for the five southeastern state areas in which Synovus banks are located
include loans by state of: Georgia $13.35 billion, South Carolina $3.71 billion, Alabama -
20
$3.57 billion, Florida $3.49 billion, and Tennessee $1.10 billion. As a percentage of the
total loan portfolio, loans by state at March 31, 2007, December 31, 2006, and March 31, 2006 were:
Georgia 52.9%, 52.8%, and 53.7%, South Carolina 14.7%, 14.5%, and 14.0%, Alabama 14.2%,
14.5%, and 14.6%, Florida 13.8%, 13.9%, and 13.2%, and Tennessee 4.4%, 4.3%, and 4.5%,
respectively.
At March 31, 2007, total loans in the Atlanta market were $4.97 billion, or 19.7% of the total loan
portfolio, and increased $722.6 million, or 17.0%, over the same period in the prior year. The
Atlanta market included commercial real estate (CRE) loans of $3.01 billion and commercial and
industrial (C&I) loans of $1.58 billion at March 31, 2007. Compared to March 31, 2006, CRE loans
and C&I loans in the Atlanta market increased by $544.3 million, or 22.1%, and $159.0 million, or
11.2%, respectively. On a sequential quarter basis, Atlanta market loans grew at an annualized
rate of 6.2%, and CRE loans and C&I loans grew at annualized rates of 9.1% and 2.9%, respectively.
Total loans in coastal markets were $3.48 billion, representing 13.8% of the total loan portfolio
at March 31, 2007. Compared to March 31, 2006, total loans in coastal markets increased by $518.2
million, or 17.5%, including increases of $286.7 million, or 19.5%, for CRE loans and $188.2
million, or 17.4%, for C&I loans. Excluding the acquisition of First Florida, total loans in
coastal markets grew by $176.4 million, or 5.9%, over March 31, 2006. On a sequential quarter basis,
loans in coastal markets grew at an annualized rate of 7.1%, CRE loans decreased at an annualized
rate of 4.4%, and C&I loans grew at an annualized rate of 25.9%.
Total loans in other markets (excluding the Atlanta and coastal markets) at March 31, 2007 were
$16.77 billion, or 66.5% of the total loan portfolio, and increased $1.56 billion, or 10.3%, over
the same period in the prior year. Compared to March 31, 2006, CRE loans increased by $743.8
million, or 12.6%, while C&I loans increased by $588.8 million, or 8.7%. On a sequential quarter
basis, loans in other markets grew at annualized rates of 10.8%, and CRE loans and C&I loans grew
at annualized rates of 18.1% and 7.5%, respectively.
Loans for land acquisition grew by $114.1 million, or 33.0% annualized, from December 31, 2006. A
significant portion of this increase relates to non-residential land acquired for retail shopping
centers. The annualized rate of growth for the residential portion of land acquisitions (excluding
retail shopping centers) was approximately 14.0%, much of which occurred in some of our stronger
markets in South Carolina, Huntsville, Alabama and Nashville, Tennessee where demand is strong and
supply is limited.
Loans for residential development increased by $142.4 million, or 28.4% annualized, while loans for
commercial development declined by $9.6 million, or 4.5% annualized, from December 31, 2006.
During the three months ended March 31, 2007, residential utilization rates were approximately
71.0% and commercial construction utilization rates were approximately 68.0%.
At March 31, 2007, Synovus maintained a conservative position for its real estate loan portfolio,
with estimated loan to value ratios of 39% for land loans, 61% for acquisition and development
loans, 76% for commercial construction, and 73% for residential construction.
Synovus continues to better balance the mix of its loan growth. As part of Synovus commercial
banking strategy, our goal is to grow commercial and industrial loans by 10% for the year. During
the three months ended March 31, 2007, this category grew by 9.0%, annualized, compared to December
31, 2006.
21
Retail loans at March 31, 2007 total $3.68 billion, representing 14.5% of the total loan portfolio.
Total retail loans grew by 8.6% on a year over year basis and 2.0% on a sequential quarter basis,
led principally by growth in home equity loans. Credit card balances are up slightly over the
prior year following the normal seasonal decline in the first quarter of 2007.
Credit Quality
The non-performing assets ratio was 0.68% at March 31, 2007 compared to 0.50% at December 31, 2006
and 0.45% at March 31, 2006. Total non-performing assets were $170.5 million at March 31, 2007, up
$48.0 million from December 31, 2006. The majority of the increase in non-performing assets was in
the residential development, residential construction, and land acquisition categories. We believe
that these credits are well secured with ample loan to value ratios which should limit the risk of
losses on these credits.
The net charge-off ratio for the three months ended March 31, 2007 was 0.13% compared to 0.27% for
the same period of 2006 and 0.26% for the year ended December 31, 2006.
Past due levels remained favorable, with total loans past due (and still accruing interest) at
0.60% of loans. Loans over 90 days past due and still accruing interest at March 31, 2007 were $27.4
million, or 0.11% of total loans, compared to 0.14% at December 31, 2006 and 0.08% at March 31,
2006. These loans are in the process of collection, and management believes that sufficient
collateral value securing these loans exists to cover contractual interest and principal payments
on the loans. Management further believes the resolution of these delinquencies will not cause a
material increase in non-performing assets.
The allowance for loan losses is $326.8 million, or 1.30% of net loans, at March 31, 2007 compared
to $314.5 million, or 1.28% of net loans, at December 31, 2006. The allowance to non-performing
loans coverage was 235.48% at March 31, 2007, compared to 325.45% at December 31, 2006.
22
The provision for losses on loans was $20.5 million for the three months ended March 31, 2007
compared to $19.5 million for the three months ended March 31, 2006. For the three months ended
March 31, 2007, total provision expense covered net charge-offs by 2.52 times compared to 1.36
times for the same period a year ago.
|
|
|
|
|
|
|
|
|
|
|
(Dollars in thousands) |
|
|
March 31, 2007 |
|
|
|
December 31, 2006 |
|
|
|
|
|
|
|
|
Non-performing loans |
|
|
$ |
138,790 |
|
|
|
$ |
96,622 |
|
Other real estate |
|
|
|
31,710 |
|
|
|
|
25,923 |
|
|
|
|
|
|
|
|
|
|
Non-performing assets |
|
|
$ |
170,500 |
|
|
|
$ |
122,545 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans over 90 days past due and still
accruing |
|
|
$ |
27,414 |
|
|
|
$ |
34,495 |
|
|
|
|
|
|
|
|
|
|
As a % of loans |
|
|
|
0.11 |
% |
|
|
|
0.14 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for loan losses |
|
|
$ |
326,826 |
|
|
|
$ |
314,459 |
|
|
|
|
|
|
|
|
|
|
Allowance for loan losses as a % of
loans |
|
|
|
1.30 |
% |
|
|
|
1.28 |
% |
|
|
|
|
|
|
|
|
|
As a % of loans and other real estate: |
|
|
|
|
|
|
|
|
|
|
Non-performing loans |
|
|
|
0.55 |
% |
|
|
|
0.39 |
% |
Other real estate |
|
|
|
0.13 |
|
|
|
|
0.11 |
|
|
|
|
|
|
|
|
|
|
Non-performing assets |
|
|
|
0.68 |
% |
|
|
|
0.50 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance to non-performing loans |
|
|
|
235.48 |
% |
|
|
|
325.45 |
% |
|
|
|
|
|
|
|
|
|
Management continuously monitors non-performing and past due loans, to prevent further
deterioration regarding the condition of these loans. Management believes non-performing loans and
loans past due over 90 days and still accruing include all material loans where known information
about possible credit problems of borrowers causes management to have serious doubts as to the
collectibility of amounts due according to the contractual terms of the loan agreement.
23
The following table shows the composition of the loan portfolio and non-performing loans
(classified by loan type) as of March 31, 2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% of |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
Total |
|
|
|
|
|
|
|
|
|
% of |
|
|
|
Non- |
|
|
|
Non- |
|
(Dollars in thousands) |
|
|
|
|
|
|
|
Total Loans |
|
|
|
performing |
|
|
|
performing |
|
Loan Type |
|
|
Total Loans |
|
|
|
Outstanding |
|
|
|
Loans |
|
|
|
Loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Multi-Family |
|
|
$ |
519,219 |
|
|
|
|
2.1 |
% |
|
|
$ |
388 |
|
|
|
|
0.3 |
% |
Hotels |
|
|
|
661,985 |
|
|
|
|
2.6 |
|
|
|
|
1,270 |
|
|
|
|
0.9 |
|
Office Buildings |
|
|
|
852,973 |
|
|
|
|
3.4 |
|
|
|
|
4,388 |
|
|
|
|
3.2 |
|
Shopping Centers |
|
|
|
742,344 |
|
|
|
|
2.9 |
|
|
|
|
|
|
|
|
|
|
|
Commercial Development |
|
|
|
866,920 |
|
|
|
|
3.5 |
|
|
|
|
|
|
|
|
|
|
|
Other Investment Property |
|
|
|
529,394 |
|
|
|
|
2.1 |
|
|
|
|
414 |
|
|
|
|
0.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Investment Properties |
|
|
|
4,172,835 |
|
|
|
|
16.6 |
|
|
|
|
6,460 |
|
|
|
|
4.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1-4 Family Construction |
|
|
|
2,404,235 |
|
|
|
|
9.5 |
|
|
|
|
17,530 |
|
|
|
|
12.6 |
|
1-4 Family Perm
/Mini-Perm |
|
|
|
1,145,235 |
|
|
|
|
4.5 |
|
|
|
|
10,773 |
|
|
|
|
7.8 |
|
Residential Development |
|
|
|
2,178,573 |
|
|
|
|
8.7 |
|
|
|
|
21,155 |
|
|
|
|
15.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total 1-4 Family
Properties |
|
|
|
5,728,043 |
|
|
|
|
22.7 |
|
|
|
|
49,458 |
|
|
|
|
35.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Land Acquisition |
|
|
|
1,516,526 |
|
|
|
|
6.0 |
|
|
|
|
15,800 |
|
|
|
|
11.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Commercial Real
Estate |
|
|
|
11,417,404 |
|
|
|
|
45.3 |
|
|
|
|
71,718 |
|
|
|
|
51.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial, Financial, and
Agricultural |
|
|
|
6,055,447 |
|
|
|
|
24.0 |
|
|
|
|
38,629 |
|
|
|
|
27.8 |
|
Owner-Occupied |
|
|
|
4,122,498 |
|
|
|
|
16.4 |
|
|
|
|
15,501 |
|
|
|
|
11.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Commercial and
Industrial |
|
|
|
10,177,945 |
|
|
|
|
40.4 |
|
|
|
|
54,130 |
|
|
|
|
39.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Home Equity |
|
|
|
1,401,898 |
|
|
|
|
5.6 |
|
|
|
|
4,888 |
|
|
|
|
3.5 |
|
Consumer Mortgages |
|
|
|
1,518,168 |
|
|
|
|
6.0 |
|
|
|
|
6,004 |
|
|
|
|
4.3 |
|
Credit Cards |
|
|
|
273,462 |
|
|
|
|
1.1 |
|
|
|
|
|
|
|
|
|
|
|
Other Retail Loans |
|
|
|
483,412 |
|
|
|
|
1.8 |
|
|
|
|
2,050 |
|
|
|
|
1.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Retail |
|
|
|
3,676,940 |
|
|
|
|
14.5 |
|
|
|
|
12,942 |
|
|
|
|
9.3 |
|
Unearned Income |
|
|
|
(48,608 |
) |
|
|
|
(0.2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
$ |
25,223,681 |
|
|
|
|
100.0 |
% |
|
|
$ |
138,790 |
|
|
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24
The following table compares the composition of the loan portfolio at March 31, 2007, December
31, 2006, and March 31, 2006.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Loans |
|
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
|
|
|
|
March 31, |
|
|
|
|
|
|
|
|
|
|
|
|
2007 vs. |
|
|
|
|
|
|
2007 vs. |
|
|
|
|
|
|
|
|
|
|
|
|
Dec. 31, |
|
|
|
|
|
|
March 31, |
|
|
|
|
Total Loans |
|
|
2006 |
|
|
|
|
|
2006 |
|
(Dollars in thousands) |
|
|
March 31, |
|
|
Dec. 31, |
|
|
% change |
|
|
March 31, |
|
|
% change |
|
Loan Type |
|
|
2007 |
|
|
2006 |
|
|
(1) |
|
|
2006 |
|
|
(2) |
|
|
|
|
|
Multi-Family |
|
|
$ |
519,219 |
|
|
$ |
505,586 |
|
|
|
10.9 |
% |
|
$ |
542,363 |
|
|
|
(4.3 |
)% |
Hotels |
|
|
|
661,985 |
|
|
|
643,180 |
|
|
|
11.9 |
|
|
|
715,033 |
|
|
|
(7.4 |
) |
Office Buildings |
|
|
|
852,973 |
|
|
|
881,658 |
|
|
|
(13.2 |
) |
|
|
819,304 |
|
|
|
4.1 |
|
Shopping Centers |
|
|
|
742,344 |
|
|
|
764,924 |
|
|
|
(12.0 |
) |
|
|
704,257 |
|
|
|
5.4 |
|
Commercial
Development |
|
|
|
866,920 |
|
|
|
876,570 |
|
|
|
(4.5 |
) |
|
|
897,925 |
|
|
|
(3.5 |
) |
Other Investment
Property |
|
|
|
529,394 |
|
|
|
434,298 |
|
|
|
88.8 |
|
|
|
384,524 |
|
|
|
37.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Investment
Properties |
|
|
|
4,172,835 |
|
|
|
4,106,216 |
|
|
|
6.6 |
|
|
|
4,063,406 |
|
|
|
2.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1-4 Family Construction |
|
|
|
2,404,235 |
|
|
|
2,347,025 |
|
|
|
9.9 |
|
|
|
1,851,116 |
|
|
|
29.9 |
|
1-4 Family Perm
/Mini-Perm |
|
|
|
1,145,235 |
|
|
|
1,193,895 |
|
|
|
(16.5 |
) |
|
|
1,127,194 |
|
|
|
1.6 |
|
Residential Development |
|
|
|
2,178,573 |
|
|
|
2,036,207 |
|
|
|
28.4 |
|
|
|
1,648,332 |
|
|
|
32.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total 1-4 Family
Properties |
|
|
|
5,728,043 |
|
|
|
5,577,127 |
|
|
|
11.0 |
|
|
|
4,626,642 |
|
|
|
23.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Land Acquisition |
|
|
|
1,516,526 |
|
|
|
1,402,402 |
|
|
|
33.0 |
|
|
|
1,152,499 |
|
|
|
31.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Commercial
Real Estate |
|
|
|
11,417,404 |
|
|
|
11,085,745 |
|
|
|
12.1 |
|
|
|
9,842,547 |
|
|
|
16.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial, Financial, and
Agricultural |
|
|
|
6,055,447 |
|
|
|
5,875,854 |
|
|
|
12.4 |
|
|
|
5,384,528 |
|
|
|
12.5 |
|
Owner-Occupied |
|
|
|
4,122,498 |
|
|
|
4,080,742 |
|
|
|
4.1 |
|
|
|
3,854,881 |
|
|
|
6.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Commercial and
Industrial |
|
|
|
10,177,945 |
|
|
|
9,956,596 |
|
|
|
9.0 |
|
|
|
9,239,409 |
|
|
|
10.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Home Equity |
|
|
|
1,401,898 |
|
|
|
1,364,030 |
|
|
|
11.3 |
|
|
|
1,214,544 |
|
|
|
15.4 |
|
Consumer Mortgages |
|
|
|
1,518,168 |
|
|
|
1,517,849 |
|
|
|
0.1 |
|
|
|
1,407,608 |
|
|
|
7.9 |
|
Credit Cards |
|
|
|
273,462 |
|
|
|
276,269 |
|
|
|
(4.1 |
) |
|
|
256,460 |
|
|
|
6.6 |
|
Other Retail Loans |
|
|
|
483,412 |
|
|
|
500,757 |
|
|
|
(14.0 |
) |
|
|
506,772 |
|
|
|
(4.6 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Retail |
|
|
|
3,676,940 |
|
|
|
3,658,905 |
|
|
|
2.0 |
|
|
|
3,385,384 |
|
|
|
8.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unearned Income |
|
|
|
(48,608 |
) |
|
|
(46,695 |
) |
|
|
16.6 |
|
|
|
(48,492 |
) |
|
|
0.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
$ |
25,223,681 |
|
|
$ |
24,654,552 |
|
|
|
9.4 |
% |
|
$ |
22,418,848 |
|
|
|
12.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Percentage changes are annualized. |
|
(2) |
|
The percentage change comparison to March 31, 2006 is impacted by the First Florida
acquisition, which was completed on April 1, 2006, and contributed approximately $342
million in total loans. Excluding the impact of this acquisition, the year-over-year
growth is 11.0%. |
25
Deposits
Total deposits at March 31, 2007 were $24.84 billion, a $547.9 million increase from December 31,
2006. Total deposits excluding brokered time deposits (core deposits) increased by $488.2 million,
or 9.3% on an annualized basis, from December 31, 2006. This growth was driven primarily by strong
growth in money market accounts and to a lesser degree, growth in time deposits. The growth in
money market deposit balances reflects a continued customer preference towards this type of
product. A moderately lower rate of time deposit growth was accompanied by a reduction in
promotional rate activity during the quarter.
On a sequential quarter basis, average core deposits grew at an annualized rate of 4.6%. The
primary contributors to this growth were money market accounts and time deposits, which grew at an
annualized rate of 7.4% and 7.9%, respectively.
Compared to a year ago, total deposits grew by 13.9%. The March 31, 2007 balance sheet includes
$321.3 million in deposits added as a result of the First Florida acquisition completed on April 1,
2006. Excluding the impact of the First Florida acquisition and brokered time deposits, total
deposits grew by 10.8% over the prior year. This growth was led by increases in both time deposits
and money market accounts, with increases excluding the impact of acquisitions of 19.5% and 15.4%,
respectively.
Capital Resources and Liquidity
Synovus has always placed great emphasis on maintaining a strong capital base and continues to
exceed regulatory capital requirements. Additionally, based on internal calculations and previous
regulatory exams, each of the subsidiary banks is currently in compliance with regulatory capital
guidelines. Total risk-based capital was $4.46 billion at March 31, 2007, compared to $4.32
billion at December 31, 2006. The ratio of total risk-based capital to risk-weighted assets was
14.62% at March 31, 2007 compared to 14.43% at December 31, 2006. The leverage ratio was 10.80% at
March 31, 2007 compared to 10.64% at December 31, 2006. The equity-to-assets ratio was 11.73% at
March 31, 2007 compared to 11.64% at year-end 2006.
Synovus management, operating under liquidity and funding policies approved by the Board of
Directors, actively analyzes and manages the liquidity position in coordination with the subsidiary
banks. Management must ensure that adequate liquidity, at a reasonable cost, is available to meet
the cash flow needs of depositors, borrowers, and creditors. Management constantly monitors and
maintains appropriate levels of assets and liabilities so as to provide adequate funding sources to
meet estimated customer deposit withdrawals and future loan requests. Subsidiary banks have access
to overnight federal funds lines with various financial institutions, which total approximately
$3.6 billion and can be drawn upon for short-term liquidity needs. Banking liquidity and sources
of funds have not changed significantly since December 31, 2006.
The Parent Company requires cash for various operating needs including dividends to shareholders,
acquisitions, capital infusions into subsidiaries, the servicing of debt, and the payment of
general corporate expenses. The primary source of liquidity for the Parent Company is dividends
from the subsidiary banks. As a short-term liquidity source, the Parent Company has access to a
$25 million line of credit with an unaffiliated banking organization. Synovus had no borrowings
outstanding on this line of credit at March 31, 2007.
The consolidated statements of cash flows detail cash flows from operating, investing, and
26
financing activities. For the three months ended March 31, 2007, operating activities provided net
cash of $124.9 million, investing activities used
$888.8 million, and financing
activities provided $703.4 million, resulting in a decrease in cash and due from banks of $61.1
million.
Earning Assets, Sources of Funds, and Net Interest Income
Average total assets for the first three months of 2007 were $32.02 billion, up 15.2% over the
first three months of 2006, or 11.6% excluding acquisitions. Average earning assets were up 15.2%
in the first three months of 2007 over the same period last year, or 11.5% excluding acquisitions,
and represented 88.8% of average total assets, both including and excluding acquisitions. When
compared to the same period last year, average deposits increased $3.53 billion, average federal
funds purchased and other short-term liabilities increased $160.0 million, average long-term debt
decreased $324.3 million, and average shareholders equity increased $683.3 million. Excluding
acquisitions, average deposits increased $2.73 billion, average federal funds purchased and other
short-term liabilities increased $108.0 million, average long-term debt decreased $349.7 million,
and average shareholders equity increased $424.4 million. This growth provided the funding for
$3.18 billion growth in average net loans and $488.0 million growth in average investments, or
$2.41 billion and $371.8 million, respectively, excluding the impact of acquisitions.
Net interest income for the three months ended March 31, 2007 was $286.3 million up $23.8 million,
or 9.1%, over $262.4 million for the three months ended March 31, 2006. The net interest margin
for the three months ended March 31, 2007 was 4.10%, down 22 basis points from 4.32% for the three
months ended March 31, 2006. Compared to the three months ended March 31, 2006, earning asset
yields increased by 59 basis points, principally driven by a 61 basis point increase in loan
yields, which was offset by an increase of 81 basis points in the effective cost of funds. The
increase in the effective cost of funds over the three months ended March 31, 2006 was primarily
due to a 94 basis point increase in the cost of money market deposits and a 119 basis point
increase in the cost of time deposits, excluding brokered deposits.
On a sequential quarter basis, net interest income decreased by $5.4 million, while the net
interest margin decreased 10 basis points to 4.10%. The decrease in net interest income was due to
the impact of two fewer calendar days in the first quarter as compared to the fourth quarter. The
net interest margin decline was comprised of a one basis point decrease in the yield on earning
assets and a nine basis point increase in the effective cost of funds. The margin decrease was
driven by several factors, including seasonal decline in demand deposit accounts, growth mix in
overall core deposits which was mainly focused on higher cost categories, continued customer
preference for fixed rate loans, and higher than normal interest reversals resulting from the
growth in nonperforming assets. Additionally, higher than expected levels of secured deposits
required a higher level of investment securities, which, while profitable, is dilutive to the
margin.
Synovus expects the net interest margin for the year to be near the first quarter level of 4.10%.
Opportunities for repricing higher cost certificates of deposit and lower yielding investments
should provide positive support for the margin in the second half of 2007. Competitive conditions
and the potential for continued customer preference for higher yielding deposits are the primary
margin challenges faced by Synovus.
27
Quarterly yields earned on average interest-earning assets and rates paid on average
interest-bearing liabilities for the five most recent quarters are presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
|
|
|
2006 |
|
|
|
|
First |
|
Fourth |
|
Third |
|
Second |
|
First |
(dollars in thousands) |
|
Quarter |
|
Quarter |
|
Quarter |
|
Quarter |
|
Quarter |
|
|
|
Interest Earning Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxable Investment Securities |
|
$ |
3,301,137 |
|
|
|
3,178,852 |
|
|
|
3,025,507 |
|
|
|
3,008,122 |
|
|
|
2,823,306 |
|
Yield |
|
|
4.77 |
% |
|
|
4.51 |
|
|
|
4.39 |
|
|
|
4.21 |
|
|
|
4.08 |
|
Tax-Exempt Investment Securities |
|
$ |
185,012 |
|
|
|
193,737 |
|
|
|
197,024 |
|
|
|
202,676 |
|
|
|
201,432 |
|
Yield |
|
|
6.84 |
% |
|
|
6.95 |
|
|
|
6.70 |
|
|
|
6.73 |
|
|
|
6.86 |
|
Trading Account Assets |
|
$ |
64,204 |
|
|
|
34,471 |
|
|
|
53,181 |
|
|
|
47,398 |
|
|
|
37,659 |
|
Yield |
|
|
5.65 |
% |
|
|
6.67 |
|
|
|
5.30 |
|
|
|
5.72 |
|
|
|
7.42 |
|
Commercial Loans |
|
$ |
21,242,921 |
|
|
|
20,791,108 |
|
|
|
20,407,139 |
|
|
|
19,723,353 |
|
|
|
18,357,939 |
|
Yield |
|
|
8.24 |
% |
|
|
8.25 |
|
|
|
8.23 |
|
|
|
7.99 |
|
|
|
7.59 |
|
Consumer Loans |
|
$ |
928,256 |
|
|
|
928,521 |
|
|
|
929,964 |
|
|
|
898,210 |
|
|
|
855,079 |
|
Yield |
|
|
8.01 |
% |
|
|
7.98 |
|
|
|
7.96 |
|
|
|
7.88 |
|
|
|
7.71 |
|
Mortgage Loans |
|
$ |
1,081,760 |
|
|
|
1,089,794 |
|
|
|
1,091,425 |
|
|
|
1,071,477 |
|
|
|
1,039,741 |
|
Yield |
|
|
6.98 |
% |
|
|
6.99 |
|
|
|
6.93 |
|
|
|
6.82 |
|
|
|
6.67 |
|
Credit Card Loans |
|
$ |
270,444 |
|
|
|
268,705 |
|
|
|
265,120 |
|
|
|
260,010 |
|
|
|
260,251 |
|
Yield |
|
|
11.17 |
% |
|
|
10.89 |
|
|
|
10.86 |
|
|
|
10.81 |
|
|
|
10.81 |
|
Home Equity Loans |
|
$ |
1,385,012 |
|
|
|
1,316,842 |
|
|
|
1,252,803 |
|
|
|
1,231,592 |
|
|
|
1,188,152 |
|
Yield |
|
|
7.68 |
% |
|
|
7.82 |
|
|
|
7.97 |
|
|
|
7.69 |
|
|
|
7.30 |
|
Allowance for Loan Losses |
|
$ |
(317,977 |
) |
|
|
(317,603 |
) |
|
|
(318,195 |
) |
|
|
(307,674 |
) |
|
|
(294,817 |
) |
|
|
|
Loans, Net |
|
$ |
24,590,415 |
|
|
|
24,077,366 |
|
|
|
23,628,256 |
|
|
|
22,876,968 |
|
|
|
21,406,345 |
|
Yield |
|
|
8.28 |
% |
|
|
8.29 |
|
|
|
8.29 |
|
|
|
8.06 |
|
|
|
7.67 |
|
Mortgage Loans Held for Sale |
|
$ |
160,482 |
|
|
|
149,113 |
|
|
|
130,196 |
|
|
|
132,605 |
|
|
|
117,085 |
|
Yield |
|
|
6.07 |
% |
|
|
6.02 |
|
|
|
6.51 |
|
|
|
7.08 |
|
|
|
6.61 |
|
Federal Funds Sold and Other
Short-Term Investments |
|
$ |
147,932 |
|
|
|
120,804 |
|
|
|
155,200 |
|
|
|
139,923 |
|
|
|
118,774 |
|
Yield |
|
|
5.61 |
% |
|
|
5.40 |
|
|
|
5.32 |
|
|
|
5.07 |
|
|
|
4.42 |
|
|
|
|
Total Interest Earning Assets |
|
$ |
28,449,181 |
|
|
|
27,754,344 |
|
|
|
27,189,364 |
|
|
|
26,407,692 |
|
|
|
24,704,601 |
|
Yield |
|
|
7.82 |
% |
|
|
7.83 |
|
|
|
7.81 |
|
|
|
7.58 |
|
|
|
7.23 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Bearing Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Bearing Demand Deposits |
|
$ |
3,113,531 |
|
|
|
3,034,375 |
|
|
|
2,946,646 |
|
|
|
3,040,292 |
|
|
|
3,004,244 |
|
Rate |
|
|
2.30 |
% |
|
|
2.18 |
|
|
|
2.03 |
|
|
|
1.81 |
|
|
|
1.63 |
|
Money Market Accounts |
|
$ |
7,083,633 |
|
|
|
6,956,181 |
|
|
|
6,587,365 |
|
|
|
6,196,865 |
|
|
|
5,800,154 |
|
Rate |
|
|
4.49 |
% |
|
|
4.45 |
|
|
|
4.38 |
|
|
|
4.00 |
|
|
|
3.55 |
|
Savings Deposits |
|
$ |
502,948 |
|
|
|
514,317 |
|
|
|
547,779 |
|
|
|
573,776 |
|
|
|
535,475 |
|
Rate |
|
|
0.68 |
% |
|
|
0.72 |
|
|
|
0.72 |
|
|
|
0.69 |
|
|
|
0.47 |
|
Time Deposits under $100,000 |
|
$ |
3,037,815 |
|
|
|
3,003,141 |
|
|
|
2,917,518 |
|
|
|
2,738,528 |
|
|
|
2,501,504 |
|
Rate |
|
|
4.79 |
% |
|
|
4.64 |
|
|
|
4.38 |
|
|
|
3.92 |
|
|
|
3.55 |
|
Time Deposits over $100,000 (less
brokered time deposits) |
|
$ |
4,101,471 |
|
|
|
3,997,493 |
|
|
|
3,756,853 |
|
|
|
3,362,304 |
|
|
|
3,067,094 |
|
Rate |
|
|
5.15 |
% |
|
|
5.07 |
|
|
|
4.92 |
|
|
|
4.44 |
|
|
|
4.01 |
|
|
|
|
Total Interest Bearing Core Deposits |
|
$ |
17,839,398 |
|
|
|
17,505,508 |
|
|
|
16,756,161 |
|
|
|
15,911,765 |
|
|
|
14,908,471 |
|
Rate |
|
|
4.20 |
% |
|
|
4.12 |
|
|
|
3.97 |
|
|
|
3.54 |
|
|
|
3.15 |
|
Brokered Time Deposits |
|
$ |
3,030,793 |
|
|
|
3,137,889 |
|
|
|
3,165,905 |
|
|
|
2,740,674 |
|
|
|
2,364,383 |
|
Rate |
|
|
5.08 |
% |
|
|
5.01 |
|
|
|
4.85 |
|
|
|
4.57 |
|
|
|
4.24 |
|
|
|
|
Total Interest Bearing Deposits |
|
$ |
20,870,191 |
|
|
|
20,643,396 |
|
|
|
19,922,066 |
|
|
|
18,652,438 |
|
|
|
17,272,854 |
|
Rate |
|
|
4.33 |
% |
|
|
4.26 |
|
|
|
4.11 |
|
|
|
3.69 |
|
|
|
3.30 |
|
Federal Funds Purchased and Other
Short-Term Liabilities |
|
$ |
1,690,049 |
|
|
|
1,283,832 |
|
|
|
1,553,699 |
|
|
|
1,772,113 |
|
|
|
1,530,099 |
|
Rate |
|
|
4.87 |
% |
|
|
4.72 |
|
|
|
4.73 |
|
|
|
4.76 |
|
|
|
4.28 |
|
Long-Term Debt |
|
$ |
1,450,466 |
|
|
|
1,360,635 |
|
|
|
1,364,227 |
|
|
|
1,586,586 |
|
|
|
1,774,804 |
|
Rate |
|
|
5.05 |
% |
|
|
4.90 |
|
|
|
4.57 |
|
|
|
4.42 |
|
|
|
4.62 |
|
|
|
|
Total Interest Bearing Liabilities |
|
$ |
24,010,706 |
|
|
|
23,287,863 |
|
|
|
22,839,991 |
|
|
|
22,011,138 |
|
|
|
20,577,757 |
|
Rate |
|
|
4.41 |
% |
|
|
4.32 |
|
|
|
4.18 |
|
|
|
3.83 |
|
|
|
3.48 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Interest Bearing Demand Deposits |
|
$ |
3,372,105 |
|
|
|
3,469,233 |
|
|
|
3,528,942 |
|
|
|
3,511,554 |
|
|
|
3,443,867 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Interest Margin |
|
|
4.10 |
% |
|
|
4.20 |
|
|
|
4.30 |
|
|
|
4.39 |
|
|
|
4.32 |
|
|
|
|
The tax-equivalent adjustment that is required in making yields on tax-exempt loans and
investment securities comparable to taxable loans and investment securities is shown in the
following table. The taxable-equivalent adjustment is based on a 35% Federal income tax rate.
28
The
following table summarizes the components of net interest income for the three months ended March
31, 2007 and 2006.
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
|
March 31, |
|
(In thousands) |
|
|
2007 |
|
|
2006 |
|
|
|
|
|
Interest income |
|
|
$ |
547,899 |
|
|
|
439,493 |
|
Taxable-equivalent adjustment |
|
|
|
1,354 |
|
|
|
1,484 |
|
|
|
|
|
|
|
|
|
Interest income,
Taxable-equivalent |
|
|
|
549,253 |
|
|
|
440,977 |
|
Interest expense |
|
|
|
261,637 |
|
|
|
177,057 |
|
|
|
|
|
|
|
|
|
Net interest income,
Taxable-equivalent |
|
|
$ |
287,616 |
|
|
|
263,920 |
|
|
|
|
|
|
|
|
|
Non-Interest Income
Total non-interest income during the three months ended March 31, 2007 increased $22.2 million, or
4.5%, over the same period a year ago. Excluding reimbursable items, the increase in non-interest
income was 4.6% over the same period in 2006.
Financial Services:
Total non-interest income for the Financial Services segment for the three months ended March 31,
2007 was $87.5 million, up 5.3%, from the same period in 2006.
Service charges on deposit accounts, the single largest component of Financial Services fee
income, was $26.4 million for the three months ended March 31, 2007, up 0.7% from the same period
in 2006. Service charges on deposit accounts consist of non-sufficient funds (NSF) fees (which
represent 68.7% of the total for the three months ended March 31, 2007), account analysis fees, and
all other service charges.
NSF fees for the three months ended March 31, 2007 were $18.1 million, an increase of $775,000, or
4.5%, over the same period in 2006. Account analysis fees increased by $154,000, or 4.5%, to $3.6
million for the three months ended March 31, 2007 compared to the same period in the prior year.
All other service charges on deposit accounts, which consist primarily of monthly fees on consumer
demand deposit accounts (DDA) and saving accounts, were $4.7 million for first three months of 2007, down $747 thousand, or
13.8%, from the first quarter of 2006. The decrease is largely due to continued growth in the
number of checking accounts with no monthly service charge.
Bankcard fees increased 12.6% to $11.9 million for the first three months of 2007 compared to the
first quarter of 2006. Financial management services revenues (which primarily consist of
fiduciary and asset management fees, brokerage and investment banking revenue and customer interest
rate swap revenue which is included in other fee income) increased 3.0% to $20.9 million for the
three months ended March 31, 2007, compared to the first quarter of 2006. Mortgage banking
income grew $1.4 million, or 23.0%, for the three months ended March 31, 2007 compared to the first
quarter of 2006. Additionally, during the first quarter of 2007, Synovus recognized a pre-tax loss
of approximately $1.1 million resulting from the impairment of a private equity investment.
29
Transaction Processing Services:
TSYS revenues are derived from providing electronic payment processing and related services to
financial and non-financial institutions, generally under long-term processing contracts. TSYS
services are provided primarily through its cardholder systems, TS2 and TS1, to financial
institutions and other organizations throughout the United States and internationally. TSYS
currently offers merchant acquiring services to financial institutions and other organizations
through its wholly owned subsidiary, TSYS Acquiring Solutions, L.L.C. (TSYS Acquiring), and its
majority owned subsidiary, GP Network Corporation (GP Net).
Due to the somewhat seasonal nature of the credit card industry, TSYS revenues and results of
operations have generally increased in the fourth quarter of each year because of increased
transaction and authorization volumes during the traditional holiday shopping season. Furthermore,
growth or declines in card portfolios of existing clients, the conversion of cardholder accounts of
new clients to TSYS processing platforms, and the loss of cardholder accounts impact the results
of operations from period to period. Another factor which may affect TSYS revenues and results of
operations from time to time, is the sale by a client of its business, its card portfolio or a
segment of its accounts to a party which processes cardholder accounts internally or uses another
third-party processor. A change in the economic environment in the retail sector, or a change in
the mix of payments between cash and cards could favorably or unfavorably impact TSYS financial
position, results of operations and cash flows in the future.
Processing contracts with large clients, representing a significant portion of TSYS total
revenues, generally provide for discounts on certain services based on the size and activity of
clients portfolios. Therefore, electronic payment processing revenues and the related margins are
influenced by the client mix relative to the size of client card portfolios, as well as the number
and activity of individual cardholder accounts processed for each client. Consolidation among
financial institutions has resulted in an increasingly concentrated client base, which results in a
changing client mix toward larger clients and increasing pressure on TSYS operating profit
margins. With the deconversion of certain account portfolios in 2006, TSYS expects its client mix
to be less dependent upon large clients.
Accounts on File
TSYS provides services to its clients including processing consumer, retail, commercial, government
services, stored-value and debit cards. Average accounts on file for the three months ended March
31, 2007 were 418.3 million, a decrease of 4.8% over the average of 439.3 million for the same
period in 2006. Total accounts on file at March 31, 2007 were 422.7 million, a 4.0% decrease
compared to the 440.4 million accounts on file at March 31, 2006. The change in accounts on file
from March 2006 to March 2007 included the deconversion of approximately 130.8 million accounts,
the purging/sales of 19.2 million accounts, the addition of approximately 36.2 million accounts
attributable to the internal growth of existing clients, and approximately 96.1 million accounts
from new clients.
Major Customers
A significant amount of TSYS revenues is derived from long-term contracts with large clients,
including its major customers. TSYS derives revenues from providing various processing and other
services to these clients, including processing of consumer and commercial accounts, and providing
merchant acquiring services, as well as revenues for reimbursable items. For the three months ended
March 31, 2007, TSYS had three major customers including Bank of America and
30
JP Morgan
Chase & Co. (Chase).
In October 2006, TSYS deconverted the Bank of America consumer card portfolio. TSYS continues to
provide commercial and small business card processing for Bank of America and Bank of Americas
subsidiary, MBNA, as well as merchant processing for Bank of America, according to the terms of
existing agreements for those services. For the three months ended March 31, 2007, Bank of America
accounted for approximately 11.4%, or $48.8 million, of TSYS total revenues. For the three months
ended March 31, 2006, revenues from Bank of America were $96.3 million, which represented
approximately 23.4% and 12.8% of TSYS and Synovus total revenues, respectively.
In October 2004, TSYS finalized a definitive agreement with Chase to service the combined card
portfolios of Chase Card Services and to upgrade its card-processing technology. Pursuant to the
agreement, TSYS converted the consumer accounts of Chase to the modified version of TS2 in July
2005. TSYS expects to maintain the card-processing functions of Chase Card Services for at least
two years. Chase Card Services then has the option to either extend the processing agreement for up
to five additional two-year periods or migrate the portfolio in-house, under a perpetual license of
a modified version of TS2 with a six-year payment term. TSYS expects that Chase will discontinue
its processing agreement according to the original schedule and will license TSYS processing
software in the third quarter of 2007.
For the three months ended March 31, 2007, Chase accounted for approximately 10.1%, or $43.3
million, of TSYS total revenues. For the three months ended March 31, 2006, Chase accounted for
approximately 10.8%, or $44.7 million, of TSYS total revenues.
For the
three months ended March 31, 2007, another TSYS major customer accounted for approximately 12.2%, or
$52.5 million, of TSYS total revenues. For the three months ended March 31, 2006, this client accounted
for approximately 3.2%, or $13.0 million, of TSYS total
revenues.
The loss
of these clients, or any
significant client, could have a material adverse effect on TSYS financial position,
results of operations and cash flows.
Electronic Payment Processing Services
Revenues from electronic payment processing services increased $8.3 million, or 3.8%, for the three
months ended March 31, 2007, compared to the same period in 2006. Electronic payment processing
revenues are generated primarily from charges based on the number of accounts on file, transactions
and authorizations processed, statements mailed, cards embossed and mailed, and other processing
services for cardholder accounts on file. Cardholder accounts on file include active and inactive
consumer credit, retail, debit, stored value, government services and commercial card accounts.
Due to the number of cardholder accounts processed by TSYS and the expanding use of cards as well
as increases in the scope of services offered to clients, revenues relating to electronic payment
processing services have continued to grow.
Merchant Acquiring Services
Merchant acquiring services revenues are derived from providing acquiring solutions, related
systems and integrated support services primarily to large financial institutions and other
merchant acquirers. Revenues from merchant acquiring services include processing all payment forms
including credit, debit, prepaid, electronic benefit transfer and electronic check for
31
merchants of all sizes across a wide array of retail market segments. Merchant acquiring services
products and services include: authorization and capture of transactions; clearing and settlement
of transactions; information reporting services related to electronic transactions; information
reporting services related to transactions; merchant billing services; and point of sale equipment
sales and service.
Revenues from merchant acquiring services are mainly generated by TSYS wholly owned subsidiary,
TSYS Acquiring, and its majority owned subsidiary, GP Net. Merchant acquiring services revenues for
the three months ended March 31, 2007 were $60.7 million, compared to $63.9 million for the same
period last year, resulting in a decrease of 5.1%. The decrease for the three months ended March
31, 2007 is attributable to two significant deconversions, pricing compression and continued
weakness in the point of sale terminal direct distribution business. These revenue losses are
being slightly offset by the internal growth of existing merchant acquiring services clients.
TSYS Acquirings results are driven by the authorization and capture transactions processed at the
point-of-sale and the number of clearing and settlement transactions. TSYS Acquirings
authorization and data capture transactions are primarily through dial-up or Internet connectivity.
Other Transaction Processing Services Revenues
Revenues from TSYS other transaction processing services consist primarily of revenues generated
by TSYS wholly owned subsidiaries not included in electronic payment processing services or
merchant acquiring services, as well as TSYS business process management services. Revenues from
other transaction processing services increased $8.2 million, or 18.2%, for the three months ended
March 31, 2007, as compared to the same period last year. The impact of acquisitions on
other transaction processing service revenues for the three months ended March 31,
2007 was $4.3 million.
On November 16, 2006, TSYS announced a joint venture with Merchants called TSYS Managed Services.
Merchants is a customer-contact company and a wholly-owned subsidiary of Dimension Data. Prior to
the agreement, TSYS contracted with Merchants to provide managed services to TSYS international
clients, and these services were characterized as reimbursable items. With the new agreement,
these services are now characterized as other services revenue.
In May 2006, TSYS collection subsidiary renegotiated a contract with its largest client. One of
the provisions that was changed related to the handling of attorney fees and court costs. In
reviewing the indicators set forth in EITF 99-19, Reporting Revenue Gross as a Principal versus
Net as an Agent, TSYS met the indicators of gross-reporting. Specifically, TSYS is the primary
obligor and adds value as part of the service. As a result, TSYS has recognized $19.7 million of
attorney fees and court costs for the three months ended March 31, 2007 as reimbursable items.
Equity in Income of Equity Investments
TSYS has two equity investments located in Mexico and China that are accounted for under the equity
method of accounting. TSYS share of income from its equity investments was $860,000 and $852,000
for the three months ended March 31, 2007 and 2006, respectively.
32
Non-Interest Expense
For the three months ended March 31, 2007, total non-interest expense increased $18.4 million, or
3.6%, over the same period in the prior year. Excluding reimbursable items, the increase was $15.1
million, or 3.5%, over the same period in the prior year. Management analyzes non-interest expense
in two separate segments: Financial Services and Transaction Processing Services.
The following table summarizes non-interest expense for the three months ended March 31, 2007 and
2006, respectively.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
|
Three months ended |
|
|
|
|
March 31, 2007(*) |
|
|
|
March 31, 2006(*) |
|
|
|
|
|
|
|
|
Transaction |
|
|
|
|
|
|
|
Transaction |
|
|
|
|
Financial |
|
|
Processing |
|
|
|
Financial |
|
|
Processing |
|
(In thousands) |
|
|
Services |
|
|
Services |
|
|
|
Services |
|
|
Services |
|
Salaries and other personnel expense |
|
|
$ |
113,927 |
|
|
|
141,236 |
|
|
|
|
107,449 |
|
|
|
120,581 |
|
Net occupancy and equipment expense |
|
|
|
27,290 |
|
|
|
65,632 |
|
|
|
|
23,498 |
|
|
|
74,202 |
|
Other operating expenses |
|
|
|
53,580 |
|
|
|
51,232 |
|
|
|
|
47,999 |
|
|
|
62,922 |
|
Reimbursable items |
|
|
|
|
|
|
|
85,992 |
|
|
|
|
|
|
|
|
82,738 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-interest expense |
|
|
$ |
194,797 |
|
|
|
344,092 |
|
|
|
|
178,946 |
|
|
|
340,443 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(*) |
|
The added totals are greater than the consolidated totals due to inter-segment balances which
are eliminated in consolidation. |
Financial Services:
Financial Services non-interest expense increased by 8.9% for the three months ended March 31,
2007 compared to the same period in the previous year, or 5.9% excluding the impact of acquisitions
completed during 2006. For the three months ended March 31, 2007, employment expenses increased by
$6.5 million, or 6.0%, net occupancy and equipment expense
increased by $3.8 million, or 16.1%, and
other operating expenses increased by $5.6 million, or 11.6% compared to the same period in the
prior year. The increase in employment expenses includes approximately $2.6 million as a result of
acquisitions, as well as increases in employment expenses due to the addition of new branch banking
locations and annual compensation adjustments. These increases were offset in part by lower levels
of incentive compensation. The increase in occupancy and equipment expenses includes incremental
costs associated with acquisitions and the addition of new branch locations. Increased data
processing fees, and to a lesser degree, the addition of branch locations, are reflected in the
increase in other operating expenses.
Total employees for the Financial Services segment at March 31, 2007 were 7,229 compared to 7,189
at December 31, 2006 and 6,794 at March 31, 2006. Total employees at March 31, 2007 include the
addition of 63 team members as a result of the First Florida acquisition completed on April 1,
2006. The net addition of 40 team members during the first three months of 2007 reflects a growth
rate that is less than one-half of the growth rate for all of 2006 and it is driven by Synovus
focus on expense management.
33
Transaction Processing Services:
Total non-interest expense increased 1.1% for the three months ended March 31, 2007, compared to
the same period in 2006. Excluding reimbursable items, total
non-interest expense remained the same for the three months ended March 31, 2007, compared to the
same period in 2006.
Salaries and other personnel expenses increased $20.7 million, or 17.1%, for the three months ended
March 31, 2007 compared to the same period in 2006. The impact of acquisitions on salaries and other personnel expenses for the three months ended March 31, 2007 was $6.7 million.
In addition, the change in salaries and other personnel expense is associated with the normal
salary increases and related benefits, offset by the level of employment costs capitalized as
software development and contract acquisition costs.
Salaries and other personnel expense include the accrual for performance-based incentive benefits,
which includes salary bonuses, profit sharing and employer 401(k) expenses. For the three months
ended March 31, 2007 and 2006, accruals for performance-based incentives were $7.5 million and $4.7
million, respectively. Capitalized salaries and personnel expenses decreased $6.7 million for the
first quarter of 2007, as compared to the same period in 2006, as a result of client conversion
activity in 2006 being substantially completed by the fourth quarter of 2006. For the three
months ended March 31, 2007, share-based compensation expense was $3.0 million, compared to $2.3
million for the same period in 2006.
At March 31, 2007, TSYS had 6,766 employees compared to 6,749 at December 31, 2006 and 6,579 at
March 31, 2006. With the acquisitions of TSYS Card Tech and TSYS Managed Services, TSYS added 324
employees.
Net occupancy and equipment expense decreased $8.6 million, or 11.5%, for the three months ended
March 31, 2007 over the same period in 2006. The impact of acquisitions on net
occupancy and equipment expenses for the three months ended March 31, 2007 was $1.6 million.
Depreciation
and amortization decreased for the three months ended March 31, 2007, as compared to
the same period in 2006, as a result of the acceleration in 2006 of amortization of software
licenses that were based on processing capacity agreements commonly
referred to
as millions of instructions per second or MIPS. These licenses are amortized
using a units-of-production basis. As a result of deconversions during 2006, TSYS total future
MIPS declined, resulting in a decrease in software amortization for the periods subsequent to the
deconversion dates. TSYS equipment and software rentals decreased for the three months ended
March 31, 2007, as a result of software licenses that are leased under processing capacity or MIPS
agreements.
Other operating expenses for the three months ended March 31, 2007 decreased $11.7 million, or
18.6%, as compared to the same period in 2006. The decline is primarily the result of decline in
the terminal deployment expenses associated with the closing of the point of sale terminal distribution sales
office at the beginning of 2006, and the recognized attorney fees and court costs associated with debt collection services as
reimbursable items. With the acquisition of TSYS Card Tech and TSYS Managed Services, TSYS added
approximately $3.0 million of other operating expenses for the
three months ended March 31, 2007.
Other operating expenses include, among other things, amortization of conversion costs, costs
34
associated with delivering merchant acquiring services, professional advisory fees and court costs
associated with TSYS debt collection business.
Other operating expenses also include charges for processing errors, contractual commitments and
bad debt expense. Managements evaluation of the adequacy of its transaction processing reserves
and allowance for doubtful accounts is based on a formal analysis which assesses the probability of
losses related to contractual contingencies, processing errors and uncollectible accounts.
Increases and decreases in transaction processing provisions and charges for bad debt expense are
reflected in other operating expenses.
Income Tax Expense
For the first quarter of 2007, consolidated income tax expense was $89.6 million, compared to $76.7
million for the first quarter of 2006. The effective tax rate for the three months ended March 31,
2007 and 2006 is shown in the following table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
Three months ended |
|
|
|
March 31, 2007 |
|
|
March 31, 2006 |
|
|
|
Financial |
|
|
|
|
|
|
|
Synovus |
|
|
Financial |
|
|
|
|
|
|
|
Synovus |
(dollars in thousands) |
|
|
Services |
|
|
TSYS |
|
|
Consolidated |
|
|
Services |
|
|
TSYS |
|
|
Consolidated |
|
Income before taxes |
|
|
$ |
155,140 |
|
|
|
|
92,515 |
|
|
|
|
236,377 |
|
|
|
|
145,518 |
|
|
|
|
75,450 |
|
|
|
|
211,228 |
|
Minority interest in
subsidiaries income |
|
|
|
|
|
|
|
|
|
|
|
|
|
11,278 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,740 |
|
Income before income
taxes and minority
interest |
|
|
|
155,140 |
|
|
|
|
92,515 |
|
|
|
|
247,655 |
|
|
|
|
145,518 |
|
|
|
|
75,450 |
|
|
|
|
220,968 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense |
|
|
$ |
54,733 |
|
|
|
|
34,891 |
|
|
|
|
89,624 |
|
|
|
|
51,757 |
|
|
|
|
24,965 |
|
|
|
|
76,722 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effective tax rate |
|
|
|
35.28 |
% |
|
|
|
37.71 |
% |
|
|
|
36.19 |
% |
|
|
|
35.57 |
% |
|
|
|
33.55 |
% |
|
|
|
34.91 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Synovus files income tax returns in the U.S. Federal jurisdiction and various state and
foreign jurisdictions. Synovus U.S. Federal income tax return is filed on a consolidated basis.
Most state and foreign income tax returns are filed on a separate entity basis. Synovus is no
longer subject to U.S. Federal income tax examinations by the IRS for years before 2004.
During the three months ended March 31, 2007, Synovus increased its state income tax expense by a
net amount of $1.2 million (net of Federal tax benefit) in response to new information impacting the potential
resolution of uncertain tax positions, subsequent to the adoption of Financial Accounting Standards Board (FASB)
interpretation No. 48, Accounting for Income Taxes an interpretation of FASB Statement 109 (FIN
48). This net increase
included an increase of approximately $2.3 million for TSYS which was
offset in part by a decrease of $1.1 million for Financial Services. The additional expense
increased the consolidated effective tax rate by approximately 0.5%.
During the three months ended March 31, 2006, Synovus received notices of proposed adjustments
relating to taxes due for the years 2000 through 2003. As a result, Synovus recorded a
reduction in previously recorded income tax liabilities of $4.1 million, which lowered the
consolidated effective tax rate by approximately 1.9%. This decrease included a decrease of
approximately $2.4 million for TSYS plus approximately $1.7 million for
Financial Services.
The total
liability for uncertain tax positions under FIN 48 at March 31,
2007 is $18.9 million. See Note 7 to the consolidated financial statements
(unaudited) for more information on income taxes. Synovus is not able to
35
reasonably estimate the amount by which the liability will increase or decrease over time; however,
at this time, Synovus does not expect a significant payment related to these obligations within the
next year.
Synovus continually monitors and evaluates the potential impact of current events and circumstances
on the estimates and assumptions used in the analysis of its income tax positions, and,
accordingly, Synovus effective tax rate may fluctuate in the future.
Legal Proceedings
Synovus and its subsidiaries are subject to various legal proceedings and claims that arise in the
ordinary course of its business. In the ordinary course of business, Synovus and its subsidiaries
are also subject to regulatory examinations, information gathering requests, inquiries and
investigations. Synovus establishes accruals for litigation and regulatory matters when those
matters present loss contingencies that Synovus determines to be both probable and reasonably
estimable. In the pending regulatory matter described below, loss contingencies are not both
probable and reasonably estimable in the view of management, and, accordingly, a reserve has not
been established for this matter. Based on current knowledge, advice of counsel and available
insurance coverage, management does not believe that the eventual outcome of pending litigation
and/or regulatory matters, including the pending regulatory matter described below, will have a
material adverse effect on Synovus consolidated financial condition, results of operations or cash
flows. However, in the event of unexpected future developments, it is possible that the ultimate
resolution of these matters, if unfavorable, may be material to Synovus results of operations for
any particular period.
The FDIC is currently conducting an investigation of the policies, practices and procedures used by
Columbus Bank and Trust Company (CB&T), a wholly owned banking subsidiary of Synovus, in connection
with the credit card programs offered pursuant to its Affinity Agreement with CompuCredit
Corporation (CompuCredit). CB&T issues credit cards that are marketed and serviced by CompuCredit
pursuant to the Affinity Agreement. A provision of the Affinity Agreement generally requires
CompuCredit to indemnify CB&T for losses incurred as a result of the failure of credit card
programs offered pursuant to the Agreement to comply with applicable law. Synovus is subject to a
per event 10% share of any such loss, but Synovus 10% payment obligation is limited to a
cumulative total of $2 million for all losses incurred.
CB&T is cooperating with the FDICs investigation. Synovus cannot predict the eventual outcome of
the FDICs investigation; however, the investigation has resulted in material changes to CB&Ts
policies, practices and procedures in connection with the credit card programs offered pursuant to
the Affinity Agreement. It is probable that the investigation will result in further changes to
CB&Ts policies, practices and procedures in connection with the credit card programs offered
pursuant to the Affinity Agreement and the imposition of one or more regulatory sanctions,
including a civil money penalty and/or restitution of certain fees to affected cardholders. At this
time, management of Synovus does not expect the ultimate resolution of the investigation to have a
material adverse effect on its consolidated financial condition, results of operations or cash
flows as a result of the expected performance by CompuCredit of its indemnification obligations
described in the paragraph above.
36
Recently Issued Accounting Standards
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (SFAS No. 157). SFAS
No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted
accounting principles (GAAP), and expands disclosures about fair value measurements. This statement
does not require any new fair value measurements, but applies under other accounting
pronouncements, the Board having previously concluded in those accounting pronouncements that fair
value is the relevant measurement attribute. The provisions of this statement are effective for
financial statements issued for fiscal years beginning after November 15, 2007, and interim periods
within those fiscal years. Synovus does not expect the impact of SFAS No. 157 on its financial
position, results of operations or cash flows to be material.
In September 2006, the EITF reached a consensus on EITF Issue No. 06-4, Accounting for Deferred
Compensation and Postretirement Benefit Aspects of Endorsement Split-Dollar Life Insurance
Arrangements (EITF 06-04). EITF 06-4 requires an employer to recognize a liability for future
benefits based on the substantive agreement with the employee. EITF 06-4 requires a company to use
the guidance prescribed in FASB Statement No. 106, Employers Accounting for Postretirement
Benefits Other Than Pensions and Accounting Principles Board Opinion No. 12, Omnibus Opinion,
when entering into an endorsement split-dollar life insurance agreement and recognizing the
liability. EITF 06-4 is effective for fiscal periods beginning after December 15, 2007. Synovus is
currently evaluating the impact of adopting EITF 06-4 on its financial position, results of
operations and cash flows, but has yet to complete its assessment.
In November 2006, the EITF reached a consensus on EITF Issue No. 06-10, Accounting for Deferred
Compensation and Postretirement Benefit Aspects of Collateral Assignment Split-Dollar Life
Insurance Arrangements (EITF 06-10). Under EIFT 06-10, an employer should recognize a liability
for the postretirement benefit related to a collateral assignment split-dollar life insurance
arrangement. The recognition of an asset should be based on the nature and substance of the
collateral, as well as the terms of the arrangement such as (1) future cash flows to which the
employer is entitled and (2) employees obligation (and ability) to repay the employer. EITF 06-10
is effective for fiscal periods beginning after December 15, 2007. Synovus is currently evaluating
the impact of adopting EITF 06-10 on its financial position, results of operations and cash flows,
but has yet to complete its assessment.
In November 2006, the EITF reached a consensus on EITF Issue No. 06-11, Accounting for Income Tax
Benefits of Dividends on Share-based Payment Awards (EITF 06-11). Employees may receive dividend
payments (or the equivalent of) on vested and non-vested share-based payment awards. Under EITF
06-11, the Task Force concluded that a realized income tax benefit from dividends (or dividend
equivalents) that are charged to retained earnings and are paid to employees for equity classified
nonvested equity shares, nonvested equity share units, and outstanding equity share options should
be recognized as an increase in additional paid-in capital. Once the award is settled, the Company
should determine whether the cumulative tax deduction exceeded the cumulative compensation cost
recognized on the income statement. If the total tax benefit exceeds the tax effect of the
cumulative compensation cost, the excess would be an increase to additional paid-in capital. EITF
06-11 is effective for fiscal periods beginning after September 15, 2007. Synovus is currently
assessing the impact of the adoption of EITF 06-11 on the financial position, results of operations
and cash flows, but does not expect that it will have a material affect on the financial
statements.
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and
Financial Liabilities (SFAS No. 159). SFAS No. 159 permits entities to make an
37
irrevocable election, at specified election dates, to measure eligible financial instruments and
certain other items at fair value. This statement also establishes presentation and disclosure
requirements designed to facilitate comparisons between entities that choose different measurement
attributes for similar types of assets and liabilities. The provisions of this statement are
effective as of the beginning of the first fiscal year that begins after November 15, 2007. Synovus
is currently evaluating the impact of adopting SFAS No. 159, but has yet to complete its
assessment.
Forward-Looking Statements
Certain statements contained in this document which are not statements of historical fact
constitute forward-looking statements within the meaning of the Private Securities Litigation
Reform Act (the Act). These forward-looking statements include, among others, statements
regarding: (i) the expected financial impact of recent accounting pronouncements; (ii) managements
belief with respect to legal proceedings and other claims, including the pending regulatory matter
with respect to credit card programs offered by CB&T pursuant to its agreement with CompuCredit;
(iii) TSYS expectation that it will maintain the card-processing functions of Chase for at least
two years and that Chase will discontinue its processing agreement according to the original
schedule and license TSYS processing software in the third quarter of 2007; (iv) TSYS expectation
that its client mix will be less dependent upon large clients; (v) managements expectation that
the net interest margin for 2007 will be near that of the first quarter of 2007 level of 4.10%;
(vi) managements belief that its interest rate risk positioning is appropriate in the current
economic and yield curve environment; (vii) managements belief that the credits comprising the
majority of the increase in non-performing assets are well secured with ample loan to value ratios
which should limit the risk of loss on these credits; (viii) managements belief with respect to
the existence of sufficient collateral for past due loans, the resolution of certain loan
delinquencies and the inclusion of all material loans in which serious doubt exists as to
collectibility in nonperforming loans and loans past due over 90 days and still accruing; (ix)
Synovus expected growth in diluted earnings per share for 2007, and the assumptions underlying
such statements, including with respect to Synovus expected increase in diluted earnings per share
for 2007: stable short-term interest rates; an annual net interest margin near the first quarter
2007 level of 4.10%; a stable credit environment; TSYS performs within its range of guidance; and
loan growth of approximately 10%. In addition, certain statements in future filings by Synovus
with the Securities and Exchange Commission, in press releases, and in oral and written statements
made by or with the approval of Synovus which are not statements of historical fact constitute
forward-looking statements within the meaning of the Act. Examples of forward-looking statements
include, but are not limited to: (i) projections of revenues, income or loss, earnings or loss per
share, the payment or non-payment of dividends, capital structure, efficiency ratios and other
financial terms; (ii) statements of plans and objectives of Synovus or its management or Board of
Directors, including those relating to products or services; (iii) statements of future economic
performance; and (iv) statements of assumptions underlying such statements. Words such as
believes, anticipates, expects, intends, targeted, estimates, projects, plans,
may, could, should, would, and similar expressions are intended to identify forward-looking
statements but are not the exclusive means of identifying such statements.
These statements are based on the current beliefs and expectations of Synovus management and
are subject to significant risks and uncertainties. Actual results may differ materially from those
contemplated by such forward-looking statements. A number of factors could cause actual results to
differ materially from those contemplated by the forward-looking statements in this document. Many
of these factors are beyond Synovus ability to control or predict. These factors
38
include, but are not limited to: (i) competitive pressures arising from aggressive competition
from other financial service providers; (ii) factors that affect the delinquency rate of Synovus
loans and the rate at which Synovus loans are charged off; (iii) changes in the cost and
availability of funding due to changes in the deposit market and credit market, or the way in which
Synovus is perceived in such markets, including a reduction in our debt ratings; (iv) TSYS
inability to achieve its earnings goals for 2007; (v) the strength of the U.S. economy in general
and the strength of the local economies in which operations are conducted may be different than
expected; (vi) the effects of and changes in trade, monetary and fiscal policies, and laws,
including interest rate policies of the Federal Reserve Board; (vii) inflation, interest rate,
market and monetary fluctuations; (viii) the timely development of and acceptance of new products
and services and perceived overall value of these products and services by users; (ix) changes in
consumer spending, borrowing, and saving habits; (x) technological changes are more difficult or
expensive than anticipated; (xi) acquisitions are more difficult to integrate than anticipated;
(xii) the ability to increase market share and control expenses; (xiii) the effect of changes in
governmental policy, laws and regulations, or the interpretation or application thereof, including
restrictions, limitations and/or penalties arising from banking, securities and insurance laws,
regulations and examinations; (xiv) the impact of the application of and/or the effect of changes
in accounting policies and practices, as may be adopted by the regulatory agencies, the Financial
Accounting Standards Board, or other authoritative bodies; (xv) changes in Synovus organization,
compensation, and benefit plans; (xvi) the costs and effects of litigation, investigations or
similar matters, or adverse facts and developments related thereto; (xvii) a deterioration in
credit quality or a reduced demand for credit; (xviii) Synovus inability to successfully manage
any impact from slowing economic conditions or consumer spending; (xix) TSYS does not maintain the
card-processing functions of Capital One for at least five years as expected; (xx) the merger of
TSYS clients with entities that are not TSYS clients or the sale of portfolios by TSYS clients to
entities that are not TSYS clients; (xxi) successfully managing the potential both for patent
protection and patent liability in the context of rapidly developing legal framework for expansive
software patent protection; (xxii) the impact on Synovus business, as well as on the risks set
forth above, of various domestic or international military or terrorist activities or conflicts;
and (xxiii) the success of Synovus at managing the risks involved in the foregoing.
These forward-looking statements speak only as of the date on which the statements are made, and
Synovus undertakes no obligation to update any forward-looking statement to reflect events or
circumstances after the date on which the statement is made to reflect the occurrence of
unanticipated events.
39
ITEM 3 QUANTITATIVE AND
QUALITATIVE DISCLOSURES ABOUT
MARKET RISK
During the first three months of 2007, Synovus maintained a neutral to slightly asset sensitive
interest rate risk position. Synovus believes that this interest rate risk positioning is
appropriate in the current economic and yield curve environment. This positioning is also
considered appropriate as a potential continued depositor preference for more rate sensitive
products could serve to further reduce overall asset sensitivity.
Synovus measures its sensitivity to changes in market interest rates through the use of a
simulation model. Synovus uses this simulation model to determine a baseline net interest income
forecast and the sensitivity of this forecast to changes in interest rates. These simulations
include all of Synovus earning assets, liabilities, and derivative instruments. Forecasted
balance sheet changes, primarily reflecting loan and deposit growth forecasts are included in the
periods modeled.
Synovus models its baseline net interest income forecast assuming an unchanged or flat interest
rate environment. Synovus has modeled the impact of a gradual increase and decrease in short-term
rates of 100 basis points to determine the sensitivity of net interest income for the next twelve
months. The following table represents the estimated sensitivity of net interest income to these
gradual changes in short term interest rates at March 31, 2007, with comparable information for
December 31, 2006.
|
|
|
|
|
|
|
Estimated % Change in Net Interest Income |
Change in Short-Term |
|
as Compared to Unchanged Rates |
Interest Rates |
|
(for the next twelve months) |
(in basis points) |
|
March 31, 2007 |
|
December 31, 2006 |
+ 100
|
|
0.2%
|
|
0.3% |
- 100
|
|
(0.7%)
|
|
(1.0%) |
While these estimates are reflective of the general interest rate sensitivity of Synovus, local
market conditions and their impact on loan and deposit pricing would be expected to have a
significant impact on the realized level of net interest income. Actual realized balance sheet
growth and mix would also impact the realized level of net interest income. Synovus also considers
the interest rate sensitivity of non-interest income in determining the appropriate net interest
income sensitivity positioning.
Synovus electronic payment processing subsidiary, TSYS, is subject to market risk due to its
international operations. TSYS is exposed to foreign exchange risk because it has assets,
liabilities, revenues and expenses denominated in foreign currencies. Net exchange gains or losses
resulting from the translation of assets and liabilities of TSYS foreign operations, net of tax,
are accumulated in a separate section of shareholders equity titled accumulated other
comprehensive income. The amount of other comprehensive income (loss), net of minority interest,
related to foreign currency translation for the three months ended March 31, 2007 and 2006 was
($87) thousand and $333 thousand, respectively.
TSYS also records foreign currency translation adjustments associated with other balance sheet
40
accounts, primarily cash accounts denominated in foreign currencies and intercompany loans that
require each operation to repay the financing in U.S. dollars. TSYS recorded a net translation
gain of approximately $567 thousand for the three months ended March 31, 2007 related to the
translation of these accounts and arrangements.
A summary of the account balances subject to foreign currency exchange rates between the local
currencies and the U.S. dollar is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at |
|
|
|
|
|
|
|
March 31, |
|
(in thousands) |
|
|
|
|
|
2007 |
|
|
Asset |
|
|
Cash |
|
|
$ |
40,400 |
|
Liability |
|
|
Intercompany financing arrangements |
|
|
|
(64,300 |
) |
|
|
|
|
|
|
|
|
|
|
|
Net account balances |
|
|
$ |
(23,900 |
) |
|
|
|
|
|
|
|
|
The following table presents the potential effect on income before income taxes of hypothetical
shifts in the foreign currency exchange rate between the local currencies and the U.S. dollar of
plus or minus 100 basis points, 500 basis points, and 1,000 basis points based on the net liability
account balance of $23.9 million at March 31, 2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of Basis Point Change |
|
|
|
Increase in basis point of |
|
|
Decrease in basis point of |
(in thousands) |
|
|
100 |
|
|
500 |
|
|
1,000 |
|
|
100 |
|
|
500 |
|
|
1,000 |
|
Effect on income
before income
Taxes |
|
|
$ |
(162 |
) |
|
|
|
(972 |
) |
|
|
|
(1,944 |
) |
|
|
|
162 |
|
|
|
|
972 |
|
|
|
|
1,944 |
|
41
ITEM 4 CONTROLS AND PROCEDURES
We have evaluated the effectiveness of the design and operation of our disclosure controls and
procedures as of the end of the period covered by this quarterly report as required by Rule 13a-15
of the Securities Exchange Act of 1934, as amended. This evaluation was carried out under the
supervision and with the participation of our management, including our chief executive officer and
chief financial officer. Based on this evaluation, these officers have concluded that our
disclosure controls and procedures are effective in timely alerting them to material information
relating to Synovus (including its consolidated subsidiaries) required to be included in our
periodic SEC filings. No change in Synovus internal control over financial reporting occurred
during the period covered by this report that materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.
42
PART II OTHER INFORMATION
ITEM 1A RISK FACTORS
In addition to the other information set forth in this report, you should carefully consider
the factors discussed in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the
year ended December 31, 2006, which could materially affect our financial position, results of
operations or cash flows. The risks described in our Annual Report on Form 10-K are not the only
risks facing Synovus. Additional risks and uncertainties not currently known to us or that we
currently deem to be immaterial also may materially adversely affect our financial position,
results of operations or cash flows.
ITEM 2 UNREGISTERED SALES OF EQUITY
SECURITIES AND USE OF PROCEEDS
Synovus acquired GLOBALT, Inc. (GLOBALT) on May 31, 2002. The purchase agreement contained an
earn-out provision pursuant to which Synovus may issue additional shares of Synovus common stock
contingent upon GLOBALTs financial performance. On February 15, 2007, Synovus issued 62,119
shares of Synovus common stock to the former shareholders of GLOBALT as a result of GLOBALT
attaining its financial performance goals. The shares of stock issued to the former shareholders
of GLOBALT were issued pursuant to the exemption from registration set forth in Section 4(2) of the
Securities Act of 1933.
The following table sets forth information regarding Synovus purchases of its common stock on
a monthly basis during the three months ended March 31, 2007:
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|
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|
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|
|
|
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|
|
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|
|
|
|
|
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Maximum |
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|
|
|
|
|
|
|
|
Total Number of |
|
Number of Shares |
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|
|
|
|
|
|
|
Shares Purchased |
|
That May Yet Be |
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|
|
|
|
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|
|
|
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as Part of |
|
Purchased Under |
|
|
Total Number of |
|
Average Price Paid |
|
Announced Plans |
|
the Plans or |
Period |
|
Shares Purchased |
|
per Share |
|
or Programs |
|
Programs |
|
January 2007 |
|
|
2,408 |
(1) |
|
$ |
31.34 |
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|
|
|
|
|
|
|
|
February 2007 |
|
|
4,808 |
(1) |
|
|
32.35 |
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|
|
|
|
|
|
|
March 2007 |
|
|
|
(1) |
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|
|
|
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|
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|
|
|
|
|
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Total |
|
|
7,216 |
(1) |
|
$ |
32.01 |
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|
|
|
|
|
|
(1) |
|
Consists of delivery of previously owned shares to Synovus in payment of the exercise price
of stock options. |
43
ITEM 6 EXHIBITS
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|
|
(a) Exhibits |
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Description |
|
|
|
31.1
|
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Certification of Chief Executive Officer |
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|
|
31.2
|
|
Certification of Chief Financial Officer |
|
|
|
32
|
|
Certification of Periodic Report |
44
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.
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SYNOVUS FINANCIAL CORP.
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|
Date: May 10, 2007 |
BY: |
/s/ Thomas J. Prescott
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|
Thomas J. Prescott |
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|
|
Executive Vice President and
Chief Financial Officer |
|
45
INDEX TO EXHIBITS
|
|
|
Exhibit Number |
|
Description |
|
|
|
31.1
|
|
Certification of Chief Executive Officer |
|
|
|
31.2
|
|
Certification of Chief Financial Officer |
|
|
|
32
|
|
Certification of Periodic Report |
46