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 September 30, 2007
Commission File Number 1-10312
SYNOVUS FINANCIAL CORP.
(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
|
|
October 31, 2007 |
|
|
|
Common Stock, $1.00 Par Value
|
|
328,459,457 shares |
SYNOVUS FINANCIAL CORP.
INDEX
2
PART I. FINANCIAL INFORMATION
ITEM 1 FINANCIAL STATEMENTS
SYNOVUS FINANCIAL CORP.
CONSOLIDATED BALANCE SHEETS
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
|
December 31, |
|
(In thousands, except share data) |
|
2007 |
|
|
2006 |
|
ASSETS |
|
|
|
|
|
|
|
|
Cash and due from banks |
|
$ |
944,215 |
|
|
|
889,975 |
|
Interest earning deposits with banks |
|
|
4,318 |
|
|
|
19,389 |
|
Federal funds sold and securities purchased under resale agreements |
|
|
113,654 |
|
|
|
101,091 |
|
Trading account assets |
|
|
33,009 |
|
|
|
15,266 |
|
Mortgage loans held for sale |
|
|
165,837 |
|
|
|
175,042 |
|
Investment securities available for sale |
|
|
3,628,766 |
|
|
|
3,352,357 |
|
|
|
|
|
|
|
|
|
|
Loans, net of unearned income |
|
|
25,774,656 |
|
|
|
24,654,552 |
|
Allowance for loan losses |
|
|
(356,887 |
) |
|
|
(314,459 |
) |
|
|
|
|
|
|
|
Loans, net |
|
|
25,417,769 |
|
|
|
24,340,093 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Premises and equipment, net |
|
|
803,528 |
|
|
|
752,738 |
|
Contract acquisition costs and computer software, net |
|
|
351,576 |
|
|
|
383,899 |
|
Goodwill |
|
|
682,047 |
|
|
|
669,515 |
|
Other intangible assets, net |
|
|
49,933 |
|
|
|
63,586 |
|
Other assets |
|
|
1,381,011 |
|
|
|
1,091,822 |
|
|
|
|
|
|
|
|
Total assets |
|
$ |
33,575,663 |
|
|
|
31,854,773 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS EQUITY |
|
|
|
|
|
|
|
|
Liabilities: |
|
|
|
|
|
|
|
|
Deposits: |
|
|
|
|
|
|
|
|
Non-interest bearing retail and commercial deposits |
|
$ |
3,564,105 |
|
|
|
3,538,598 |
|
Interest bearing retail and commercial deposits |
|
|
17,887,961 |
|
|
|
17,741,354 |
|
|
|
|
|
|
|
|
Total retail and commercial deposits |
|
|
21,452,066 |
|
|
|
21,279,952 |
|
Brokered time deposits |
|
|
2,872,978 |
|
|
|
3,014,495 |
|
|
|
|
|
|
|
|
Total deposits |
|
|
24,325,044 |
|
|
|
24,294,447 |
|
Federal funds purchased and other short-term liabilities |
|
|
2,568,759 |
|
|
|
1,572,809 |
|
Long-term debt |
|
|
1,760,162 |
|
|
|
1,350,139 |
|
Other liabilities |
|
|
592,771 |
|
|
|
692,019 |
|
|
|
|
|
|
|
|
Total liabilities |
|
|
29,246,736 |
|
|
|
27,909,414 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Minority interest in consolidated subsidiaries |
|
|
274,571 |
|
|
|
236,709 |
|
|
|
|
|
|
|
|
|
|
Shareholders equity: |
|
|
|
|
|
|
|
|
Common stock $1.00 par value. Authorized 600,000,000
shares; issued 334,095,480 in 2007 and 331,213,913 in 2006;
outstanding 328,433,942 in 2007 and 325,552,375 in 2006 |
|
|
334,095 |
|
|
|
331,214 |
|
Additional paid-in capital |
|
|
1,107,653 |
|
|
|
1,033,055 |
|
Treasury stock, at cost 5,661,538 shares |
|
|
(113,944 |
) |
|
|
(113,944 |
) |
Accumulated other comprehensive income (loss) |
|
|
23,339 |
|
|
|
(2,129 |
) |
Retained earnings |
|
|
2,703,213 |
|
|
|
2,460,454 |
|
|
|
|
|
|
|
|
Total shareholders equity |
|
|
4,054,356 |
|
|
|
3,708,650 |
|
|
|
|
|
|
|
|
Total liabilities and shareholders equity |
|
$ |
33,575,663 |
|
|
|
31,854,773 |
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements.
3
SYNOVUS FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended |
|
|
Three Months Ended |
|
|
|
September 30, |
|
|
September 30, |
|
(In thousands, except per share data) |
|
2007 |
|
|
2006 |
|
|
2007 |
|
|
2006 |
|
Interest income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans, including fees |
|
$ |
1,540,909 |
|
|
|
1,357,044 |
|
|
|
522,545 |
|
|
|
493,083 |
|
Investment securities available for sale |
|
|
127,742 |
|
|
|
100,144 |
|
|
|
44,419 |
|
|
|
35,624 |
|
Trading account assets |
|
|
2,890 |
|
|
|
2,104 |
|
|
|
1,014 |
|
|
|
720 |
|
Mortgage loans held for sale |
|
|
8,006 |
|
|
|
6,393 |
|
|
|
3,047 |
|
|
|
2,119 |
|
Federal funds sold and securities purchased under resale agreements |
|
|
4,062 |
|
|
|
4,949 |
|
|
|
1,213 |
|
|
|
2,002 |
|
Interest earning deposits with banks |
|
|
1,008 |
|
|
|
202 |
|
|
|
38 |
|
|
|
81 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest income |
|
|
1,684,617 |
|
|
|
1,470,836 |
|
|
|
572,276 |
|
|
|
533,629 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits |
|
|
685,620 |
|
|
|
518,491 |
|
|
|
231,795 |
|
|
|
206,320 |
|
Federal funds purchased and other short-term liabilities |
|
|
64,923 |
|
|
|
55,941 |
|
|
|
23,163 |
|
|
|
18,894 |
|
Long-term debt |
|
|
61,741 |
|
|
|
54,162 |
|
|
|
23,155 |
|
|
|
15,813 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest expense |
|
|
812,284 |
|
|
|
628,594 |
|
|
|
278,113 |
|
|
|
241,027 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income |
|
|
872,333 |
|
|
|
842,242 |
|
|
|
294,163 |
|
|
|
292,602 |
|
Provision for losses on loans |
|
|
99,566 |
|
|
|
56,473 |
|
|
|
58,770 |
|
|
|
18,390 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income after provision for losses on loans |
|
|
772,767 |
|
|
|
785,769 |
|
|
|
235,393 |
|
|
|
274,212 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-interest income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Electronic payment processing services |
|
|
710,648 |
|
|
|
683,499 |
|
|
|
238,495 |
|
|
|
231,636 |
|
Merchant acquiring services |
|
|
190,120 |
|
|
|
195,318 |
|
|
|
65,163 |
|
|
|
65,548 |
|
Other transaction processing services |
|
|
161,911 |
|
|
|
134,760 |
|
|
|
53,940 |
|
|
|
44,812 |
|
Service charges on deposit accounts |
|
|
83,157 |
|
|
|
84,281 |
|
|
|
28,736 |
|
|
|
29,293 |
|
Fiduciary and asset management fees |
|
|
37,002 |
|
|
|
35,090 |
|
|
|
12,306 |
|
|
|
11,868 |
|
Brokerage and investment banking income |
|
|
23,381 |
|
|
|
20,009 |
|
|
|
8,123 |
|
|
|
6,502 |
|
Mortgage banking income |
|
|
20,876 |
|
|
|
22,419 |
|
|
|
5,955 |
|
|
|
8,440 |
|
Bankcard fees |
|
|
35,370 |
|
|
|
33,085 |
|
|
|
11,923 |
|
|
|
11,438 |
|
Securities gains (losses), net |
|
|
891 |
|
|
|
(2,118 |
) |
|
|
186 |
|
|
|
(982 |
) |
Other fee income |
|
|
29,749 |
|
|
|
29,664 |
|
|
|
9,910 |
|
|
|
10,024 |
|
Other operating income |
|
|
55,337 |
|
|
|
30,491 |
|
|
|
29,152 |
|
|
|
10,173 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-interest income before reimbursable items |
|
|
1,348,442 |
|
|
|
1,266,498 |
|
|
|
463,889 |
|
|
|
428,752 |
|
Reimbursable items |
|
|
279,727 |
|
|
|
267,825 |
|
|
|
98,172 |
|
|
|
99,187 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-interest income |
|
|
1,628,169 |
|
|
|
1,534,323 |
|
|
|
562,061 |
|
|
|
527,939 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-interest expense: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salaries and other personnel expense |
|
|
777,842 |
|
|
|
717,825 |
|
|
|
261,122 |
|
|
|
256,220 |
|
Net occupancy and equipment expense |
|
|
284,556 |
|
|
|
297,700 |
|
|
|
97,412 |
|
|
|
100,504 |
|
Other operating expenses |
|
|
302,637 |
|
|
|
314,518 |
|
|
|
100,985 |
|
|
|
98,994 |
|
Spin-off related expenses |
|
|
6,298 |
|
|
|
|
|
|
|
5,937 |
|
|
|
|
|
Visa
litigation settlement expense |
|
|
12,000 |
|
|
|
|
|
|
|
12,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-interest expense before reimbursable items |
|
|
1,383,333 |
|
|
|
1,330,043 |
|
|
|
477,456 |
|
|
|
455,718 |
|
Reimbursable items |
|
|
279,727 |
|
|
|
267,825 |
|
|
|
98,172 |
|
|
|
99,187 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-interest expense |
|
|
1,663,060 |
|
|
|
1,597,868 |
|
|
|
575,628 |
|
|
|
554,905 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Minority interest in subsidiaries net income |
|
|
38,139 |
|
|
|
31,311 |
|
|
|
13,674 |
|
|
|
10,406 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations before income taxes |
|
|
699,737 |
|
|
|
690,913 |
|
|
|
208,152 |
|
|
|
236,840 |
|
Income tax expense |
|
|
259,491 |
|
|
|
249,543 |
|
|
|
73,209 |
|
|
|
82,774 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
|
440,246 |
|
|
|
441,370 |
|
|
|
134,943 |
|
|
|
154,066 |
|
Discontinued operations, net of income taxes |
|
|
4,200 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
444,446 |
|
|
|
441,370 |
|
|
|
134,943 |
|
|
|
154,066 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
$ |
1.35 |
|
|
|
1.38 |
|
|
|
0.41 |
|
|
|
0.48 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
1.36 |
|
|
|
1.38 |
|
|
|
0.41 |
|
|
|
0.48 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
$ |
1.33 |
|
|
|
1.37 |
|
|
|
0.41 |
|
|
|
0.47 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
1.35 |
|
|
|
1.37 |
|
|
|
0.41 |
|
|
|
0.47 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
326,443 |
|
|
|
320,063 |
|
|
|
327,215 |
|
|
|
323,657 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted |
|
|
330,001 |
|
|
|
322,860 |
|
|
|
330,160 |
|
|
|
326,834 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
441,370 |
|
|
|
441,370 |
|
Other comprehensive income
(loss), net of tax: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net unrealized gain on
cash flow hedges |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,098 |
|
|
|
|
|
|
|
4,098 |
|
Change in unrealized gains
on investment securities
available for sale, net of
reclassification
adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,148 |
|
|
|
|
|
|
|
9,148 |
|
Gain on foreign currency
translation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,771 |
|
|
|
|
|
|
|
8,771 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22,017 |
|
|
|
|
|
|
|
22,017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
463,387 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividends declared
$0.585 per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(187,597 |
) |
|
|
(187,597 |
) |
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 |
|
|
601 |
|
|
|
601 |
|
|
|
(601 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based compensation
expense |
|
|
|
|
|
|
|
|
|
|
17,320 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,320 |
|
Stock options exercised |
|
|
2,728 |
|
|
|
2,728 |
|
|
|
48,670 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
51,398 |
|
Share-based tax benefit |
|
|
|
|
|
|
|
|
|
|
8,156 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,156 |
|
Ownership change at
majority-owned subsidiary |
|
|
|
|
|
|
|
|
|
|
5,611 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,611 |
|
Issuance of common stock for
acquisition |
|
|
8,844 |
|
|
|
8,844 |
|
|
|
247,499 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
256,343 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30, 2006 |
|
|
330,474 |
|
|
$ |
330,474 |
|
|
|
1,009,976 |
|
|
|
(113,944 |
) |
|
|
|
|
|
|
(6,693 |
) |
|
|
2,348,394 |
|
|
|
3,568,207 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
444,446 |
|
|
|
444,446 |
|
Other comprehensive income,
net of tax: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net unrealized gain on
cash flow hedges |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,713 |
|
|
|
|
|
|
|
7,713 |
|
Change in unrealized gains
on investment securities
available for sale, net of
reclassification
adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,627 |
|
|
|
|
|
|
|
13,627 |
|
Gain on foreign currency
translation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,960 |
|
|
|
|
|
|
|
3,960 |
|
Change in accumulated OCI
related to postretirement
healthcare plans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
168 |
|
|
|
|
|
|
|
168 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,468 |
|
|
|
|
|
|
|
25,468 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
469,914 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividends declared
$0.615 per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(201,457 |
) |
|
|
(201,457 |
) |
Issuance of non-vested stock |
|
|
546 |
|
|
|
546 |
|
|
|
(546 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based compensation
expense |
|
|
|
|
|
|
|
|
|
|
15,716 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,716 |
|
Stock options exercised |
|
|
2,273 |
|
|
|
2,273 |
|
|
|
39,790 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
42,063 |
|
Share-based tax benefit |
|
|
|
|
|
|
|
|
|
|
10,558 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,558 |
|
Ownership change at
majority-owned subsidiary |
|
|
|
|
|
|
|
|
|
|
7,026 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,026 |
|
Issuance of common stock for
acquisition |
|
|
62 |
|
|
|
62 |
|
|
|
2,054 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,116 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30, 2007 |
|
|
334,095 |
|
|
$ |
334,095 |
|
|
|
1,107,653 |
|
|
|
(113,944 |
) |
|
|
|
|
|
|
23,339 |
|
|
|
2,703,213 |
|
|
|
4,054,356 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements.
5
SYNOVUS FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended |
|
|
|
September 30, |
|
(In thousands) |
|
2007 |
|
|
2006 |
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
Net income |
|
$ |
444,446 |
|
|
|
441,370 |
|
Adjustments to reconcile income from continuing operations to net cash
provided by operating activities: |
|
|
|
|
|
|
|
|
Provision for losses on loans |
|
|
99,566 |
|
|
|
56,473 |
|
Depreciation, amortization and accretion, net |
|
|
145,461 |
|
|
|
169,316 |
|
Increase in interest receivable |
|
|
(21,869 |
) |
|
|
(63,353 |
) |
(Decrease) increase in interest payable |
|
|
(205 |
) |
|
|
52,856 |
|
Equity in income of unconsolidated subsidiaries |
|
|
(6,610 |
) |
|
|
(3,703 |
) |
Minority interest in subsidiaries net income |
|
|
38,139 |
|
|
|
31,311 |
|
(Increase) decrease in trading account assets |
|
|
(17,743 |
) |
|
|
12,291 |
|
Originations of mortgage loans held for sale |
|
|
(1,161,942 |
) |
|
|
(1,187,535 |
) |
Proceeds from sales of mortgage loans held for sale |
|
|
1,171,443 |
|
|
|
1,172,112 |
|
Increase in other assets |
|
|
(190,093 |
) |
|
|
(81,856 |
) |
Decrease in other liabilities |
|
|
(132,831 |
) |
|
|
(6,635 |
) |
Net (gains) losses on sales of available for sale investment securities |
|
|
(891 |
) |
|
|
2,118 |
|
Increase in fair value of private equity investments |
|
|
(15,347 |
) |
|
|
|
|
Gain from
transfer of mutual funds |
|
|
(6,885 |
) |
|
|
|
|
Visa
litigation settlement expense |
|
|
12,000 |
|
|
|
|
|
Impairment of computer software |
|
|
620 |
|
|
|
|
|
Share-based compensation expense |
|
|
21,660 |
|
|
|
19,862 |
|
Increase (decrease) in accrued salaries and employee benefits |
|
|
6,858 |
|
|
|
(23,739 |
) |
Other, net |
|
|
16,397 |
|
|
|
(7,583 |
) |
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
402,174 |
|
|
|
583,305 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
Net cash paid for acquisition |
|
|
|
|
|
|
(54,918 |
) |
Net decrease (increase) in interest earning deposits with banks |
|
|
15,071 |
|
|
|
(14,464 |
) |
Net increase in federal funds sold and securities purchased under resale
agreements |
|
|
(12,563 |
) |
|
|
(234,596 |
) |
Proceeds from maturities and principal collections of investment securities
available for sale |
|
|
539,171 |
|
|
|
485,284 |
|
Proceeds from sales of investment securities available for sale |
|
|
22,106 |
|
|
|
148,231 |
|
Purchases of investment securities available for sale |
|
|
(822,818 |
) |
|
|
(803,546 |
) |
Net increase in loans |
|
|
(1,234,050 |
) |
|
|
(2,035,079 |
) |
Purchases of premises and equipment |
|
|
(118,374 |
) |
|
|
(96,437 |
) |
Proceeds from disposal of premises and equipment |
|
|
642 |
|
|
|
311 |
|
Net proceeds from transfer of mutual funds |
|
|
6,885 |
|
|
|
|
|
Additions to other intangible assets |
|
|
13,600 |
|
|
|
|
|
Increase in contract acquisition costs |
|
|
(20,878 |
) |
|
|
(39,578 |
) |
Additions to licensed computer software from vendors |
|
|
(8,193 |
) |
|
|
(9,650 |
) |
Additions to internally developed computer software |
|
|
(11,749 |
) |
|
|
(13,699 |
) |
|
|
|
|
|
|
|
Net cash used by investing activities |
|
|
(1,631,150 |
) |
|
|
(2,668,141 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
Net increase in demand and savings deposits |
|
|
450,861 |
|
|
|
664,968 |
|
Net (decrease) increase in certificates of deposit |
|
|
(420,264 |
) |
|
|
1,700,209 |
|
Net increase in federal funds purchased and other short-term liabilities |
|
|
995,950 |
|
|
|
370,629 |
|
Principal repayments on long-term debt |
|
|
(200,423 |
) |
|
|
(658,858 |
) |
Proceeds from issuance of long-term debt |
|
|
606,468 |
|
|
|
42,000 |
|
Excess tax benefit from share-based payment arrangements |
|
|
10,143 |
|
|
|
7,530 |
|
Dividends paid to shareholders |
|
|
(197,598 |
) |
|
|
(181,318 |
) |
Proceeds from issuance of common stock |
|
|
42,063 |
|
|
|
51,398 |
|
|
|
|
|
|
|
|
Net cash provided by financing activities |
|
|
1,287,200 |
|
|
|
1,996,558 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash and cash equivalent balances held in
foreign currencies |
|
|
(3,984 |
) |
|
|
(2,006 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in cash and due from banks |
|
|
54,240 |
|
|
|
(90,284 |
) |
Cash and due from banks at beginning of period |
|
|
889,975 |
|
|
|
880,886 |
|
|
|
|
|
|
|
|
Cash and due from banks at end of period |
|
$ |
944,215 |
|
|
|
790,602 |
|
|
|
|
|
|
|
|
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 nine months ended September 30, 2007 and 2006, Synovus paid income taxes (net of refunds
received) of $352.0 million and $314.2 million, respectively. For the nine months ended September
30, 2007 and 2006, Synovus paid interest of $808.1 million and $572.1 million, respectively.
Non-cash investing activities consisted of loans of approximately $56.8 million and $20.5 million,
which were foreclosed and transferred to other real estate during the nine months ended September
30, 2007 and 2006, respectively.
Note 3 Comprehensive Income
Other comprehensive income (loss) consists of the change in net unrealized gains (losses) on cash
flow hedges, the change in net unrealized gains (losses) on investment securities available for
sale, gains (losses) on foreign currency translation, and the change in accumulated other
comprehensive income related to post-retirement health care plans. Comprehensive income consists of
net income plus other comprehensive income (loss).
7
Comprehensive income for the nine and three months ended September 30, 2007 and 2006 is presented
below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended |
|
|
Three Months Ended |
|
|
|
September 30, |
|
|
September 30, |
|
(in thousands) |
|
2007 |
|
|
2006 |
|
|
2007 |
|
|
2006 |
|
Net income |
|
$ |
444,446 |
|
|
|
441,370 |
|
|
|
134,943 |
|
|
|
154,066 |
|
Other comprehensive income, net of tax: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in net unrealized gains
(losses) on cash flow hedges |
|
|
7,713 |
|
|
|
4,098 |
|
|
|
10,630 |
|
|
|
7,869 |
|
Change in net unrealized gains
(losses) on investment securities
available for sale, net of
reclassification adjustment |
|
|
13,627 |
|
|
|
9,148 |
|
|
|
31,674 |
|
|
|
34,431 |
|
Gains on foreign currency translation |
|
|
3,960 |
|
|
|
8,771 |
|
|
|
1,796 |
|
|
|
4,964 |
|
Change in accumulated OCI related to
postretirement healthcare plans |
|
|
168 |
|
|
|
|
|
|
|
168 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income |
|
|
25,468 |
|
|
|
22,017 |
|
|
|
44,268 |
|
|
|
47,264 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income |
|
$ |
469,914 |
|
|
|
463,387 |
|
|
|
179,211 |
|
|
|
201,330 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note 4 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 (loss), 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. Interest 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.
At September 30, 2007, Synovus had commitments to fund fixed-rate mortgage loans to customers in
the amount of $80.6 million. The fair value of these commitments at September 30, 2007 represented
in an unrealized loss of $604 thousand, and the change in the unrealized gain/(loss) during the
period was recorded as a component of mortgage banking income in the consolidated statement of
income.
At September 30, 2007, outstanding commitments to sell fixed-rate mortgage loans amounted to
approximately $173.1 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 September 30, 2007 represented in an unrealized loss of $106 thousand,
and the change in the unrealized gain/(loss) during the period was recorded as a component of
mortgage banking income in the consolidated statement of income.
8
Synovus utilizes interest rate swaps to manage interest rate risks, primarily arising from its core
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 are often 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 September 30, 2007 are being utilized to hedge
$750 million in floating rate loans and $2.15 billion in fixed-rate liabilities. A summary of
interest rate swap contracts and their terms at September 30, 2007 is shown below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-Average |
|
|
|
|
|
|
|
|
|
|
Net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maturity |
|
|
|
|
|
|
|
|
|
|
Unrealized |
|
(Dollars in |
|
Notional |
|
|
Receive |
|
|
Pay |
|
|
In |
|
|
Unrealized |
|
|
Gains |
|
thousands) |
|
Amount |
|
|
Rate |
|
|
Rate(*) |
|
|
Months |
|
|
Gains |
|
|
Losses |
|
|
(Losses) |
|
Receive fixed swaps: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value hedges |
|
$ |
2,152,500 |
|
|
|
5.01 |
% |
|
|
5.32 |
% |
|
|
25 |
|
|
$ |
19,463 |
|
|
|
(9,915 |
) |
|
|
9,548 |
|
Cash flow hedges |
|
|
750,000 |
|
|
|
8.09 |
% |
|
|
7.75 |
% |
|
|
36 |
|
|
|
15,637 |
|
|
|
|
|
|
|
15,637 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
2,902,500 |
|
|
|
5.81 |
% |
|
|
5.95 |
% |
|
|
28 |
|
|
$ |
35,100 |
|
|
|
(9,915 |
) |
|
|
25,185 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(*) |
|
Variable pay rate based upon contract rates in effect at September 30, 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. Changes in the
fair value of the cash flow hedges are recorded as a component of accumulated other comprehensive
income (loss) within shareholders equity, net of the tax benefit or expense. Synovus calculates
effectiveness of the hedging relationship quarterly using regression analysis for all cash flow
hedges entered into after March 31, 2007. The cumulative dollar offset method is used for all
hedges entered into prior to that date. As of September 30, 2007, cumulative ineffectiveness for
Synovus portfolio of cash flow hedges represented a gain of approximately $56 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 (loss) approximately $3.4
million as net-of-tax income during the next twelve months, as the related payments for interest
rate swaps and amortization of deferred gains (losses) are recorded.
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 LIBOR
benchmark interest rate. Changes in the fair value of the fair value hedges are recorded on the
balance sheet as adjustments to the hedged fixed rate liabilities. Synovus calculates effectiveness
of the hedging relationships quarterly using regression analysis for all fair value hedges entered
into after March 31, 2007. The cumulative dollar offset method is used for all hedges entered into
prior to those dates, except for those hedges entered into prior to March 31, 2007 which have been
redesignated and now use regression analysis. As of September 30, 2007, cumulative ineffectiveness
for Synovus portfolio of fair value hedges represented a gain of
approximately $180 thousand. Ineffectiveness from fair value hedges is recognized in the
consolidated statements of income as other operating income.
9
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 September 30, 2007, the notional amount of customer
related interest rate derivative financial instruments was $2.56 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 September 30, 2007, the notional amount of customer related equity derivative
financial instruments was $19.8 million.
Note 5 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.
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.
Share-Based Compensation Expense
Synovus share-based compensation expense is 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:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended |
|
|
Three Months Ended |
|
|
|
September 30, |
|
|
September 30, |
|
(In thousands) |
|
2007 |
|
|
2006 |
|
|
2007 |
|
|
2006 |
|
Share-based compensation expense: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock options |
|
$ |
11,129 |
|
|
|
15,836 |
|
|
|
2,703 |
|
|
|
4,488 |
|
Non-vested shares |
|
|
10,531 |
|
|
|
4,026 |
|
|
|
3,815 |
|
|
|
2,040 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total share-based compensation expense |
|
$ |
21,660 |
|
|
|
19,862 |
|
|
|
6,518 |
|
|
|
6,528 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Option Awards
During the nine months ended September 30, 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. During the nine months ended September 30, 2006, Synovus
granted 866,466 options to purchase shares of Synovus common stock with a weighted average exercise
price of $27.66. No options to purchase shares of Synovus common stock were issued
10
during the three months ended September 30, 2007 and 2006. Stock options granted in 2007 and 2006
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 September
30, 2007, there were 20,892,593 options to purchase shares of Synovus common stock outstanding with
a weighted-average exercise price of $23.42.
The weighted-average grant-date fair value of stock options granted to key Synovus employees during
the nine months ended September 30, 2007 and 2006 was $7.22 and $6.40, respectively. The fair
value of the option grants during the nine months ended September 30, 2007 was 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 nine and three months ended September 30, 2007, Synovus awarded 561,941 and 502,747
shares, respectively, of non-transferable non-vested Synovus common stock to certain key employees
and non-employee directors of Synovus. The weighted-average grant-date fair value of the awarded
stock for the nine and three months ended September 30, 2007 was $28.38 and $27.95, respectively.
During the nine and three months ended September 30, 2006, Synovus awarded 609,133 and 441,964
shares, respectively, of non-vested Synovus common stock to certain key employees and non-employee
directors of Synovus. The weighted-average grant-date fair value of the awarded stock for the nine
and three months ended September 30, 2006 was $27.15 and $26.99, respectively. Non-vested shares
granted in 2007 and 2006 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 on a straight-line basis over the vesting period. At September 30, 2007, there were
1,018,814 non-vested shares outstanding with a weighted-average grant-date fair value of $27.85.
In addition, 12,677 non-transferable non-vested shares of Synovus common stock were awarded to a
key Synovus executive under a performance vesting schedule during each of the nine month periods
ended September 30, 2007 and 2006, with grant-date fair values of $31.64 and $27.72, respectively.
There were no awards under a performance vesting schedule during the three months ended September
30, 2007 or 2006.
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 common stock (TSYS non-vested
shares).
During the nine months ended September 30, 2007, TSYS awarded 241,260 non-transferable non-vested
shares of TSYS common stock with a weighted-average 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. During the nine months ended September 30, 2006, TSYS awarded 150,775 shares of TSYS
common stock with a weighted-average grant-date fair value of $19.64 to certain key employees and
non-employee directors of TSYS. There were no non-
11
vested shares awarded by TSYS during the three months ended September 30, 2007 and 2006.
Note 6 Business Combinations and Discontinued Operations
Acquisitions
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 $59.5 million, including direct acquisition
costs. TSYS has finalized allocation of the purchase price to the respective assets and
liabilities acquired, including allocations of approximately $32.7 million to goodwill,
approximately $19.1 million to other identifiable intangible assets and the remaining amounts to
other identifiable assets and liabilities acquired. The results of operations for this acquisition
have been included in Synovus consolidated financial statements beginning July 11, 2006.
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, and 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. The results of operations for these acquisitions have
been included in Synovus consolidated financial statements beginning March 25, 2006 and April 1,
2006, respectively.
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.
Discontinued Operations
During the three months ended June 30, 2007, Synovus transferred its proprietary mutual funds
(Synovus Funds) to a non-affiliated third party. As a result of the transfer, Synovus received
gross proceeds of $7.96 million and incurred transaction related costs of $1.07 million, resulting
in a pre-tax gain of $6.89 million or $4.20 million, after-tax. The net gain has been reported as
discontinued operations on the accompanying consolidated statements of income. Financial results
for 2007 and 2006, of the business associated with the Synovus Funds, have not been presented as
discontinued operations as such amounts are inconsequential. This business did not have
significant assets, liabilities, revenues, or expenses associated with it.
Note 7 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 including
banking, financial management, insurance, mortgage and leasing services through 37 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.
12
Segment information as of and for the nine months ended September 30, 2007 and 2006, respectively,
is presented in the following table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial |
|
|
|
|
|
|
(In thousands) |
|
|
|
|
|
Services |
|
TSYS (a) |
|
Eliminations |
|
Consolidated |
Interest income |
|
|
2007 |
|
|
$ |
1,684,708 |
|
|
|
11,094 |
|
|
|
(11,185 |
) |
|
|
(b) |
|
|
|
1,684,617 |
|
|
|
|
2006 |
|
|
|
1,470,836 |
|
|
|
5,442 |
|
|
|
(5,442 |
) |
|
|
(b) |
|
|
|
1,470,836 |
|
Interest expense |
|
|
2007 |
|
|
|
822,445 |
|
|
|
1,024 |
|
|
|
(11,185 |
) |
|
|
(b) |
|
|
|
812,284 |
|
|
|
|
2006 |
|
|
|
633,918 |
|
|
|
118 |
|
|
|
(5,442 |
) |
|
|
(b) |
|
|
|
628,594 |
|
Net interest income |
|
|
2007 |
|
|
|
862,263 |
|
|
|
10,070 |
|
|
|
|
|
|
|
|
|
|
|
872,333 |
|
|
|
|
2006 |
|
|
|
836,918 |
|
|
|
5,324 |
|
|
|
|
|
|
|
|
|
|
|
842,242 |
|
Provision for losses on loans |
|
|
2007 |
|
|
|
99,566 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
99,566 |
|
|
|
|
2006 |
|
|
|
56,473 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
56,473 |
|
Net interest income after provision |
|
|
2007 |
|
|
|
762,697 |
|
|
|
10,070 |
|
|
|
|
|
|
|
|
|
|
|
772,767 |
|
for losses on loans |
|
|
2006 |
|
|
|
780,445 |
|
|
|
5,324 |
|
|
|
|
|
|
|
|
|
|
|
785,769 |
|
Total non-interest income |
|
|
2007 |
|
|
|
290,029 |
|
|
|
1,359,730 |
|
|
|
(21,590 |
) |
|
|
(c) |
|
|
|
1,628,169 |
|
|
|
|
2006 |
|
|
|
261,836 |
|
|
|
1,290,393 |
|
|
|
(17,906 |
) |
|
|
(c) |
|
|
|
1,534,323 |
|
Total non-interest expense |
|
|
2007 |
|
|
|
609,491 |
|
|
|
1,075,159 |
|
|
|
(21,590 |
) |
|
|
(c) |
|
|
|
1,663,060 |
|
|
|
|
2006 |
|
|
|
561,103 |
|
|
|
1,054,671 |
|
|
|
(17,906 |
) |
|
|
(c) |
|
|
|
1,597,868 |
|
Income from continuing operations |
|
|
2007 |
|
|
|
443,235 |
|
|
|
294,641 |
|
|
|
(38,139 |
) |
|
|
(d) |
|
|
|
699,737 |
|
before income taxes |
|
|
2006 |
|
|
|
481,178 |
|
|
|
241,046 |
|
|
|
(31,311 |
) |
|
|
(d) |
|
|
|
690,913 |
|
Income tax expense |
|
|
2007 |
|
|
|
158,048 |
|
|
|
101,443 |
|
|
|
|
|
|
|
|
|
|
|
259,491 |
|
|
|
|
2006 |
|
|
|
171,051 |
|
|
|
78,492 |
|
|
|
|
|
|
|
|
|
|
|
249,543 |
|
Income from continuing operations |
|
|
2007 |
|
|
|
285,187 |
|
|
|
193,198 |
|
|
|
(38,139 |
) |
|
|
(d) |
|
|
|
440,246 |
|
|
|
|
2006 |
|
|
|
310,127 |
|
|
|
162,554 |
|
|
|
(31,311 |
) |
|
|
(d) |
|
|
|
441,370 |
|
Discontinued operations, net of tax |
|
|
2007 |
|
|
|
4,200 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,200 |
|
|
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
2007 |
|
|
$ |
289,387 |
|
|
|
193,198 |
|
|
|
(38,139 |
) |
|
|
(d) |
|
|
|
444,446 |
|
|
|
|
2006 |
|
|
|
310,127 |
|
|
|
162,554 |
|
|
|
(31,311 |
) |
|
|
(d) |
|
|
|
441,370 |
|
Total assets |
|
|
2007 |
|
|
$ |
32,111,440 |
|
|
|
1,798,978 |
|
|
|
(334,755 |
) |
|
|
(e) |
|
|
|
33,575,663 |
|
|
|
|
2006 |
|
|
|
30,026,531 |
|
|
|
1,499,810 |
|
|
|
(181,459 |
) |
|
|
(e) |
|
|
|
31,344,882 |
|
|
|
|
(a) |
|
Includes equity in income of joint ventures which is included in non-interest income. |
|
(b) |
|
Interest on TSYS cash deposits with the Financial Services segment and on TSYS line of credit
with a Synovus bank. |
|
(c) |
|
Primarily, electronic payment processing services 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 as of and for the three months ended September 30, 2007 and 2006,
respectively, is presented in the following table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial |
|
|
|
|
|
|
(In thousands) |
|
|
|
|
|
Services |
|
TSYS (a) |
|
Eliminations |
|
Consolidated |
Interest income |
|
|
2007 |
|
|
$ |
572,317 |
|
|
|
4,196 |
|
|
|
(4,237 |
) |
|
|
(b |
) |
|
|
572,276 |
|
|
|
|
2006 |
|
|
|
533,630 |
|
|
|
1,887 |
|
|
|
(1,888 |
) |
|
|
(b |
) |
|
|
533,629 |
|
Interest expense |
|
|
2007 |
|
|
|
281,478 |
|
|
|
872 |
|
|
|
(4,237 |
) |
|
|
(b |
) |
|
|
278,113 |
|
|
|
|
2006 |
|
|
|
242,875 |
|
|
|
40 |
|
|
|
(1,888 |
) |
|
|
(b |
) |
|
|
241,027 |
|
Net interest income |
|
|
2007 |
|
|
|
290,839 |
|
|
|
3,324 |
|
|
|
|
|
|
|
|
|
|
|
294,163 |
|
|
|
|
2006 |
|
|
|
290,755 |
|
|
|
1,847 |
|
|
|
|
|
|
|
|
|
|
|
292,602 |
|
Provision for losses on loans |
|
|
2007 |
|
|
|
58,770 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
58,770 |
|
|
|
|
2006 |
|
|
|
18,390 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,390 |
|
Net interest income after provision |
|
|
2007 |
|
|
|
232,069 |
|
|
|
3,324 |
|
|
|
|
|
|
|
|
|
|
|
235,393 |
|
for losses on loans |
|
|
2006 |
|
|
|
272,365 |
|
|
|
1,847 |
|
|
|
|
|
|
|
|
|
|
|
274,212 |
|
Total non-interest income |
|
|
2007 |
|
|
|
106,194 |
|
|
|
463,322 |
|
|
|
(7,455 |
) |
|
|
(c |
) |
|
|
562,061 |
|
|
|
|
2006 |
|
|
|
89,319 |
|
|
|
444,774 |
|
|
|
(6,154 |
) |
|
|
(c |
) |
|
|
527,939 |
|
Total non-interest expense |
|
|
2007 |
|
|
|
216,670 |
|
|
|
366,413 |
|
|
|
(7,455 |
) |
|
|
(c |
) |
|
|
575,628 |
|
|
|
|
2006 |
|
|
|
191,307 |
|
|
|
369,752 |
|
|
|
(6,154 |
) |
|
|
(c |
) |
|
|
554,905 |
|
Income from continuing operations |
|
|
2007 |
|
|
|
121,593 |
|
|
|
100,233 |
|
|
|
(13,674 |
) |
|
|
(d |
) |
|
|
208,152 |
|
before income taxes |
|
|
2006 |
|
|
|
170,377 |
|
|
|
76,869 |
|
|
|
(10,406 |
) |
|
|
(d |
) |
|
|
236,840 |
|
Income tax expense |
|
|
2007 |
|
|
|
42,261 |
|
|
|
30,948 |
|
|
|
|
|
|
|
|
|
|
|
73,209 |
|
|
|
|
2006 |
|
|
|
60,395 |
|
|
|
22,379 |
|
|
|
|
|
|
|
|
|
|
|
82,774 |
|
Income from continuing operations |
|
|
2007 |
|
|
|
79,332 |
|
|
|
69,285 |
|
|
|
(13,674 |
) |
|
|
(d |
) |
|
|
134,943 |
|
|
|
|
2006 |
|
|
|
109,982 |
|
|
|
54,490 |
|
|
|
(10,406 |
) |
|
|
(d |
) |
|
|
154,066 |
|
Discontinued operations, net of tax |
|
|
2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
2007 |
|
|
$ |
79,332 |
|
|
|
69,285 |
|
|
|
(13,674 |
) |
|
|
(d |
) |
|
|
134,943 |
|
|
|
|
2006 |
|
|
|
109,982 |
|
|
|
54,490 |
|
|
|
(10,406 |
) |
|
|
(d |
) |
|
|
154,066 |
|
Total assets |
|
|
2007 |
|
|
$ |
32,111,440 |
|
|
|
1,798,978 |
|
|
|
(334,755 |
) |
|
|
(e |
) |
|
|
33,575,663 |
|
|
|
|
2006 |
|
|
|
30,026,531 |
|
|
|
1,499,810 |
|
|
|
(181,459 |
) |
|
|
(e |
) |
|
|
31,344,882 |
|
|
|
|
(a) |
|
Includes equity in income of joint ventures which is included in non-interest income. |
|
(b) |
|
Interest on TSYS cash deposits with the Financial Services segment and on TSYS line of credit
with a Synovus bank. |
|
(c) |
|
Primarily, electronic payment processing services 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. |
TSYS had three major customers for the nine months ended September 30, 2007, and had two major
customers for the nine months ended September 30, 2006. One of TSYS major customers was also a
major customer of Synovus for the nine and three months ended September 30, 2006. For the nine
months ended September 30, 2006, total revenues from this major customer were $307.2 million, which
represented approximately 23.9% and 12.9% of TSYS and Synovus total revenues, respectively. For
the three months ended September 30, 2006, total revenues from this major customer were $109.1
million, which represented approximately 24.7% and 13.3% of TSYS and Synovus total revenues,
respectively.
14
Segment information for the changes in the carrying amount of goodwill for the nine months ended
September 30, 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) |
|
|
9,113 |
|
(3) |
|
|
|
12,532 |
|
Impairment losses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of September 30, 2007 |
|
$ |
539,597 |
|
|
|
|
|
142,450 |
|
|
|
|
|
682,047 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Synovus acquired all of the issued and outstanding shares of GLOBALT, Inc. on May 31, 2002.
The terms of the merger agreement provided 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 is 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. |
|
(2) |
|
Goodwill adjusted during the nine months ended September 30, 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. |
|
(3) |
|
Goodwill adjusted during the nine months ended September 30, 2007 includes $5.5 million
resulting from the finalization of the allocation of the purchase price for TSYS acquisition
of TSYS Card Tech on July 11, 2006, and a $3.1 million currency translation adjustment related
to goodwill recorded on the balance sheets of TSYS Card Tech, TSYS Managed Services and GPNet. 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. |
Intangible assets (excluding goodwill) net of accumulated amortization as of September 30, 2007 and
December 31, 2006, respectively, are presented in the table below.
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
|
December 31, |
|
(In thousands) |
|
2007 |
|
|
2006 |
|
Purchased trust revenues |
|
$ |
2,432 |
|
|
|
2,643 |
|
Core deposit premiums |
|
|
23,781 |
|
|
|
27,099 |
|
Acquired customer contracts |
|
|
2,568 |
|
|
|
5,029 |
|
Intangibles associated with the acquisition of
minority interest in TSYS |
|
|
5,989 |
|
|
|
6,577 |
|
Customer relationships |
|
|
13,649 |
|
|
|
20,275 |
|
Other |
|
|
1,514 |
|
|
|
1,963 |
|
|
|
|
|
|
|
|
Total carrying value |
|
$ |
49,933 |
|
|
|
63,586 |
|
|
|
|
|
|
|
|
Note 8 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 for years before 2004 and with few
15
exceptions, Synovus is no longer subject to income tax examinations from state and local or foreign
tax authorities for years before 2001. There are currently no Federal or foreign tax
examinations in progress. However, certain state tax examinations are in progress by the relevant
state tax authorities. Although Synovus is unable to determine the ultimate outcome of these
examinations, Synovus believes that its liability for uncertain tax positions relating to these
jurisdictions for such years is adequate.
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 its 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 nine months ended September 30, 2007, Synovus decreased
its liability for prior year uncertain income tax positions as a discrete item by a net amount of
approximately $7.0 million (net of the Federal tax effect) including $2.3 million in interest and
penalties. This decrease resulted from the completion of a routine state tax examination,
expiring state audit period statutes and other new information impacting the potential resolution
of material uncertain tax positions. The current quarter activity is recorded as a reduction to
income tax expense in the quarter.
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows
(1):
|
|
|
|
|
|
|
|
|
|
|
Nine Months |
|
|
Three Months |
|
|
|
Ended |
|
|
Ended |
|
(in thousands) |
|
Sept. 30, 2007 |
|
|
Sept. 30, 2007 |
|
Beginning balance |
|
$ |
16,485 |
|
|
$ |
20,913 |
|
Current activity: |
|
|
|
|
|
|
|
|
Additions based on tax positions related to current year |
|
|
1,706 |
|
|
|
640 |
|
Additions for tax positions of prior years |
|
|
4,521 |
|
|
|
|
|
Reductions for tax positions of prior years |
|
|
(11,713 |
) |
|
|
(10,554 |
) |
Settlements |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance |
|
$ |
10,999 |
|
|
$ |
10,999 |
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Unrecognized state tax benefits are not adjusted for the Federal tax impact. |
Synovus recognizes 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 $1.7 million as of January 1, 2007 and September 30, 2007, respectively.
The total amount of unrecognized income tax benefits as of January 1, 2007 and
16
September 30, 2007
that, if recognized, would affect the effective tax rate is $13.4 million and $9.0 million (net of
the Federal benefit on state tax issues) respectively, which includes interest
and penalties of $2.2 million and $1.2 million.
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 March 2006, the FASB issued Statement of Financial Accounting Standard (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. 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 FASBs Emerging Issues Task Force (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. 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
Note 11 Subsequent Events
TSYS Spin-off
On October 25, 2007, Synovus announced that its Board of Directors has approved an agreement and
plan of distribution with TSYS to spin-off to Synovus shareholders the shares of TSYS stock
currently owned by Synovus. Synovus currently owns 80.7% of TSYS. The spin-off is expected to be
tax-free to Synovus and its shareholders. The distribution of the approximately 159.6 million TSYS
shares owned by Synovus will be made to Synovus shareholders on a pro-rata basis and is expected to
occur on December 31, 2007. The record date for this distribution is currently expected to be on
or about December 18, 2007. After the spin-off occurs, Synovus will report the historical
consolidated results of operations of TSYS as discontinued operations in accordance with the
provisions of SFAS No. 144, Accounting for the Impairment
or Disposal of Long-Lived Assets. Pursuant to SFAS No. 144, this presentation is not permitted until the
closing date.
Based on the number of Synovus shares outstanding as of September 30, 2007, Synovus expects that it
would distribute approximately 0.49 share of TSYS for each share of Synovus stock; however, the
final distribution ratio will be based on the number of Synovus shares outstanding on the record
date and, accordingly, the preliminary distribution ratio is subject to change. Synovus
shareholders will receive cash in lieu of fractional shares for amounts of less than one TSYS
share.
Pursuant to the agreement and plan of distribution, TSYS will pay on a pro rata basis to its
shareholders, including Synovus, a one-time cash dividend of $600 million, or approximately $3.04
per TSYS share, based on the number of TSYS shares outstanding as of September 30, 2007. The final
per share dividend will be determined based on the number of TSYS shares outstanding on the record
date for the TSYS cash dividend, which record date is currently expected to be on or around
December 17, 2007. Pursuant to the agreement and plan of distribution, Synovus will receive
approximately $485 million in proceeds from this one-time cash dividend.
Both the distribution of the TSYS shares by Synovus and the payment of the one-time cash dividend
by TSYS are subject to certain conditions, including the approval of the spin-off by the Georgia
Department of Banking and Finance, which are set forth in the agreement and plan of distribution
between the parties.
Visa
Inc. Litigation Settlement
On October 3, 2007, Visa Inc. (Visa)
announced that it had completed restructuring transactions in preparation for its initial public
offering planned for 2008. On November 7, 2007, Visa announced that it had reached a settlement
with American Express involving certain litigation. Synovus has a membership interest in Visa. Synovus and other member banks have
obligations to share in certain losses under various agreements with Visa in connection with this
and other litigation in accordance with their proportionate membership interest.
In consideration of this development, Synovus has recorded a $12.0
million liability for the
litigation settlement and a corresponding pre-tax expense for the three months ended September
30, 2007.
18
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
approximately $34 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 37 subsidiary banks and other Synovus offices in five
southeastern states. At September 30, 2007, our subsidiary banks ranged in size from $109.0
million to $7.04 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 nine months of 2007, 54% of our consolidated
revenues and 35% of our net income came from TSYS. See Note 11 and the discussion on page 21
regarding Synovus intended distribution of its ownership interest in TSYS to Synovus shareholders
in a spin-off transaction.
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
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Loan Growth |
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Core Deposit Growth |
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Net Interest Margin |
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Credit Quality |
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|
Fee Income Growth |
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Expense Management |
TSYS
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Revenue Growth |
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Expense Management |
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Operating Margin |
2007 Financial Performance Highlights
Consolidated
|
|
|
On October 25, 2007, Synovus originally reported results
of operations for the three and nine months ended September 30,
2007, which have been subsequently revised based on information
received very recently pursuant to our obligations relative to our membership interest in Visa Inc.
In light of this information, Synovus recorded a $12.0 million liability and a corresponding pre-tax
expense in the third quarter of 2007. This resulted in a $7.1 million reduction in net income,
or a 2 cent reduction in diluted net income per share, for the first
nine months of 2007. |
|
|
|
|
Net income of $134.9 million, down 12.4%, and
$444.4 million, up 0.7% for the three and nine months ended September 30, 2007, as compared to
the same periods in 2006. Excluding spin-off related expenses, net
income for the three and nine months ended September 30, 2007 was
$140.6 million, down 8.8%, and $450.4 million, up 2.1%, respectively,
as compared to the same periods in 2006. |
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|
|
|
Diluted net income per share of $0.41 for the three months ended
September 30, 2007, down 13.3%, and $1.35 for the nine months ended
September 30, 2007, down 1.5%, compared to the same periods a year ago.
Excluding spin-off related expenses, diluted net income per share of |
19
|
|
|
$0.43 for the three months ended September 30, 2007,
down 9.7%, and $1.37 for the nine months ended September 30,
2007, down 0.2%, as compared to the same periods in the previous year. |
Presentation of net income and diluted net income per share excluding the expenses associated with
the intended TSYS spin-off are non-GAAP (Generally Accepted Accounting Principles) financial
measures. The following table reconciles net income and diluted net income per share, comparing
non-GAAP financial measures to GAAP financial measures.
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Three Months Ended |
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Nine Months Ended |
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|
|
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September 30, |
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|
|
September 30, |
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|
|
|
(In thousands, except per share data) |
|
2007 |
|
|
2006 |
|
|
% Chg |
|
|
2007 |
|
|
2006 |
|
|
% Chg |
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Financial Services: |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Net income |
|
$ |
79,332 |
|
|
|
109,983 |
|
|
|
(27.9 |
%) |
|
|
289,387 |
|
|
|
310,127 |
|
|
|
(6.7 |
%) |
Spin-off related expenses incurred by
Synovus Financial Services, net of income
taxes |
|
|
4,245 |
|
|
|
|
|
|
nm |
|
|
4,606 |
|
|
|
|
|
|
nm |
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
Net income as adjusted |
|
|
83,577 |
|
|
|
109,983 |
|
|
|
(24.0 |
) |
|
|
293,993 |
|
|
|
310,127 |
|
|
|
(5.2 |
%) |
|
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|
|
|
|
|
|
|
|
|
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|
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|
TSYS: |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income, net of minority interest |
|
|
55,611 |
|
|
|
44,083 |
|
|
|
26.2 |
|
|
|
155,059 |
|
|
|
131,243 |
|
|
|
18.1 |
|
Spin-off related expenses incurred by
TSYS, net of income taxes and minority
interest |
|
|
1,368 |
|
|
|
|
|
|
nm |
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|
1,368 |
|
|
|
|
|
|
nm |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income as adjusted |
|
|
56,979 |
|
|
|
44,083 |
|
|
|
29.3 |
|
|
|
156,427 |
|
|
|
131,243 |
|
|
|
19.2 |
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Consolidated net income as adjusted |
|
$ |
140,556 |
|
|
|
154,066 |
|
|
|
(8.8 |
%) |
|
|
450,420 |
|
|
|
441,370 |
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2.1 |
% |
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|
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Net income per diluted share |
|
$ |
0.41 |
|
|
|
0.47 |
|
|
|
(13.3 |
%) |
|
|
1.35 |
|
|
|
1.37 |
|
|
|
(1.5 |
%) |
Spin-off related expenses, net of income
taxes and minority interest |
|
|
0.02 |
|
|
|
|
|
|
nm |
|
|
0.02 |
|
|
|
|
|
|
nm |
|
|
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|
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|
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|
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Net income per diluted share as adjusted |
|
$ |
0.43 |
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|
|
0.47 |
|
|
|
(9.7 |
%) |
|
|
1.37 |
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|
1.37 |
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(0.2 |
%) |
|
|
|
|
|
|
|
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|
Note:
nm = not meaningful
Synovus believes that the above non-GAAP financial measures provide meaningful information to
assist investors in understanding Synovus financial results, exclusive of items that management
believes are not reflective of its ongoing operating results. The non-GAAP measures should not be
considered by themselves or as a substitute for the GAAP measures. The non-GAAP measures should be
considered as an additional view of the way Synovus financial measures are affected by the
non-recurring transaction costs associated with the intended distribution of Synovus ownership
interest in TSYS to Synovus shareholders in a spin-off transaction.
Financial Services
|
|
|
Net income of $79.3 million, down 27.9%, and $289.4 million, down
6.7% for the three and nine months ended September 30, 2007,
respectively, as compared to the same periods in 2006. Excluding
spin-off related expenses, net income of $83.6 million, down 24.0%, and
$294.0 million, down 5.2%, for the three and nine months ended
September 30, 2007 as compared to the same periods in the previous
year. |
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|
Net interest margin: 4.02% and 4.05% for the three and nine months
ended September 30, 2007, respectively, as compared to 4.30% and 4.34%
for the same periods in 2006. |
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|
Loan growth: 6.5% increase from September 30, 2006 |
20
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Non-performing assets ratio of 1.16%, compared to 0.50% at
December 31, 2006 and 0.52% at September 30, 2006. |
|
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Past dues over 90 days and still accruing interest as a
percentage of total loans of 0.09%, compared to 0.14% at
December 31, 2006 and 0.07% at September 30, 2006. |
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Total past dues over 30 days and still accruing interest as
a percentage of total loans of 0.89% compared to 0.62% at
December 31, 2006 and 0.58% at September 30, 2006. |
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|
Net charge-off ratio of 0.51% for the three months ended
September 30, 2007 compared to 0.20% for the three months ended
September 30, 2006, and 0.30% compared to 0.21% for the first
nine months of 2007 and 2006, respectively. |
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Core deposit (total deposits less brokered time deposits) growth:
3.3% increase from September 30, 2006. |
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|
Fee income: up 18.9% for the three months ended September 30, 2007
and 10.8% for the nine months ended September 30, 2007 compared to the
corresponding periods in the prior year. |
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|
Non-interest expense up 13.3% and 8.6% for the three and nine months
ended September 30, 2007, respectively, compared to the corresponding
periods in the prior year (up 4.8% and 5.7%, respectively, excluding
spin-off related expenses and the Visa litigation settlement expense). |
TSYS
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|
|
Revenue growth before reimbursable items: 4.9% and 5.1% for the
three and nine months ended September 30, 2007 compared to the
corresponding periods in the prior year. |
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|
Expense growth before reimbursable items: (0.8)% and 1.0% for the
three and nine months ended September 30, 2007 compared to the
corresponding periods in the prior year. |
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|
Net income growth: 26.7% and 18.3% for the three and nine months
ended September 30, 2007 compared to the corresponding periods in the
prior year. |
Other highlights at TSYS include:
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|
TSYS and Discover Financial Services signed an issuer processor agreement, under
which terms TSYS will process prepaid and credit card transactions on the Discover
network. |
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TSYS and Nationwide signed an agreement which will allow TSYS to process
Nationwides credit card account portfolio and operate a customer care center for
member support services, scheduled to begin during the first quarter of 2008. Based on
the scope of services, Nationwide would rank among TSYS largest clients. |
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|
TSYS and The Gift Voucher Shop (GVS) successfully launched GVS One4all retail gift
card campaign in post offices throughout Ireland and on the GVS Web site. |
Other highlights at Synovus include:
|
|
|
On October 25, 2007, Synovus announced that its Board of Directors has approved an
agreement and plan of distribution with TSYS to spin-off to Synovus shareholders the shares of TSYS stock currently owned by Synovus. Synovus currently owns 80.7% of TSYS.
The spin-off is expected to be tax-free to Synovus and its shareholders. The distribution
of the approximately 159.6 million TSYS shares owned by Synovus will be
|
21
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|
|
made to Synovus shareholders on a pro-rata basis and is expected to occur on December 31, 2007. The
record date for this distribution is currently expected to be on our about December 18, 2007. |
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|
Based on the number of Synovus shares outstanding as of September 30, 2007, Synovus expects
that it would distribute approximately 0.49 share of TSYS for each share of Synovus stock;
however, the final distribution ratio will be based on the number of Synovus shares
outstanding on the record date and, accordingly, the preliminary distribution ratio is
subject to change. Synovus shareholders will receive cash in lieu of fractional shares for
amounts of less than one TSYS share. |
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|
Pursuant to the agreement and plan of distribution, TSYS will pay on a pro rata basis to its
shareholders, including Synovus, a one-time cash dividend of $600 million, or approximately
$3.04 per TSYS share, based on the number of TSYS shares outstanding as of September 30,
2007. The final per share dividend will be determined based on the number of TSYS shares
outstanding on the record date for the TSYS cash dividend, which record date is currently
expected to be on our around December 17, 2007. Pursuant to the agreement and plan of
distribution, Synovus will receive approximately $485 million in proceeds from this one-time
cash dividend. |
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|
Both the distribution of the TSYS shares by Synovus and the payment of the one-time cash
dividend by TSYS are subject to certain conditions, including the approval of the spin-off by
the Georgia Department of Banking and Finance, which are set forth in the agreement and plan
of distribution between the parties. |
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|
Immediately following the distribution of TSYS shares, Synovus intends to adjust its dividend
so that Synovus shareholders who retain their TSYS shares will initially receive, in the
aggregate, the same dividend per share that existed before the spin-off. As a result,
Synovus will lower its annual dividend per share from $0.82 to approximately $0.68 and,
immediately following the spin-off, TSYS intends for its annual dividend per share to remain
at $0.28, which translates to an aggregate $0.82 dividend per share to Synovus shareholders
who retain their TSYS shares. Decisions regarding future dividends will be made
independently by the Synovus Board of Directors and the TSYS Board of Directors for their
respective companies. |
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|
On October 3, 2007, Visa announced that it had completed restructuring transactions
in preparation for its initial public offering planned for 2008. On November 7, 2007, Visa
announced that it had reached a settlement with American Express involving certain litigation.
Synovus has a membership interest in Visa.
Synovus and other member banks have obligations to share in certain losses under various
agreements with Visa in connection with this and other litigation. Accordingly, Synovus
recorded a $12.0 million liability and a corresponding pre-tax expense, which reduced net income
by $7.1 million (or a 2 cent reduction in diluted net income per share), for the three and nine
months ended September 30, 2007. Synovus expects that its proportionate share of the proceeds of
the planned Visa initial public offering will offset this liability
in future periods. |
2007 Earnings Outlook
Synovus
expects 2007 diluted net income per share to be approximately $1.83, based in part upon the
following assumptions for the year:
|
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Mid single digit loan growth. |
|
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|
Net interest margin of approximately 4.04%. |
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|
Net charge-off ratio of approximately 0.34%. |
|
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|
|
Synovus share of the Visa litigation
settlement obligation not exceeding $12.0 million. |
The aforementioned earnings guidance of approximately $1.83 does not include the expenses
associated with the planned TSYS spin-off transaction.
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
22
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. Except as discussed below, 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.
During the three months ended June 30, 2007, Synovus implemented certain refinements to its
allowance for loan losses methodology, specifically the way that loss factors are derived. These
refinements resulted in a reallocation of the factors used to determine the allocated and
unallocated components of the allowance along with a more disaggregated approach to estimate the
required allowance by loan portfolio classification. These changes did not have a significant
impact on the total allowance for loan losses or provision for losses on loans.
Allowance for Loan Losses
Note 5 in the notes to consolidated financial statements of Synovus 2006 Annual Report on Form
10-K contains a discussion of the allowance for loan losses. The allowance for loan losses is
determined based on an analysis which assesses the risk within the loan portfolio. Significant
judgments or estimates made in the determination of the allowance for loan losses consist of the
risk ratings for loans in the commercial loan portfolio, the valuation of the collateral for loans
that are classified as impaired loans, and the qualitative loss factors.
Commercial Loans Risk Ratings and Loss Factors
Commercial loans are assigned a risk rating on a nine point scale. For commercial loans that are
not considered impaired, the allocated allowance for loan losses is determined based upon the loss
percentage factors that correspond to each risk rating.
The risk ratings are based on the borrowers credit risk profile, considering factors such as debt
service history and capacity, inherent risk in the credit (e.g., based on industry type and source
of repayment), and collateral position. Ratings 6 through 9 are modeled after the bank regulatory
classifications of special mention, substandard, doubtful, and loss. Loss percentage factors are
based on the probable loss including qualitative factors. The probable loss considers the
probability of default, the loss given default, and certain qualitative factors as determined by
loan category and risk rating. The probability of default and loss given default were based on
industry data. The qualitative factors consider credit concentrations, recent levels and trends in
delinquencies and nonaccrual loans, and growth in the loan portfolio. The occurrence of certain
events could result in changes to the loss factors. Accordingly, these loss factors are reviewed
periodically and modified as necessary.
Each loan is assigned a risk rating during the approval process. This process begins with a rating
recommendation from the loan officer responsible for originating the loan. The rating
recommendation is subject to approvals from other members of management and/or loan
committees depending on the size and type of credit. Ratings are re-evaluated at least every twelve
months in connection with the loan review process at each bank. Additionally, an independent
holding company credit review function evaluates each banks risk rating process at least every
twelve to eighteen months.
23
Impaired Loans
Management considers a loan to be impaired when the ultimate collectibility of all amounts due
according to the contractual terms of the loan agreement are in doubt. A majority of our impaired
loans are collateral dependent. The impairment on these loans is determined based upon fair value
estimates (net of selling costs) of the respective collateral. The actual losses on these loans
could differ significantly if the fair value of the collateral is different from the estimates used
by Synovus in determining the impairment. The majority of Synovus impaired loans are secured by
real estate. The fair value of these real estate properties is generally determined based upon
appraisals performed by a certified or licensed appraiser. Management also considers other factors
or recent developments which could result in adjustments to the collateral value estimates
indicated in the appraisals.
Retail Loans Loss Factors
The allocated allowance for loan losses for retail loans is generally determined by segregating the
retail loan portfolio into pools of homogeneous loan categories. Loss factors applied to these
pools are based on the probable loss including qualitative factors. The probable loss considers
the probability of default, the loss given default, and certain qualitative factors as determined
by loan category and risk rating. The probability of default and loss given default were based on
industry data. The qualitative factors consider credit concentrations, recent levels and trends in
delinquencies and nonaccrual loans, and growth in the loan portfolio. The occurrence of certain
events could result in changes to the loss factors. Accordingly, these loss factors are reviewed
periodically and modified as necessary.
Unallocated Loss Factors
Unallocated loss factors included in the determination of the unallocated allowance are economic
factors, changes in the experience, ability, and depth of lending management and staff, and changes
in lending policies and procedures, including underwriting standards. Certain macro- economic
factors and changes in business conditions and developments could have a material impact on the
collectibility of the overall portfolio. This would impact the allowance for loan losses and
corresponding credit costs. As an example, a rapidly rising interest rate environment could have a
material impact on certain borrowers ability to pay.
Business Combinations and Discontinued Operations
Refer to Note 6 of the Notes to Consolidated Financial Statements (unaudited) for a discussion of
business combinations and discontinued operations.
Balance Sheet
During the first nine months of 2007, total assets increased $1.72 billion. The more significant
increases consisted of loans, net of unearned income, up $1.12 billion, investment securities
available for sale up $276.4 million, and other assets (primarily cash surrender value of bank
owned life insurance and, to a lesser degree, other real estate) up $289.2 million.
Providing the necessary funding for the balance sheet growth during the first nine months of
2007, the core deposit base (total deposits excluding brokered time deposits) grew $172.1 million,
federal funds purchased and other short-term liabilities increased $995.9 million, Federal Home
Loan Bank advances (a component of long-term debt) increased $336.0 million, and shareholders
equity increased $352.9 million.
24
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. Synovus recognized a net gain on trading account assets of $666 thousand and a net loss
of $136 thousand for the nine and three months ended September 30, 2007, respectively, compared to
net gains of $1.2 million and $781 thousand for the same periods in the prior year.
Loans
At September 30, 2007, loans outstanding were $25.77 billion, an increase of $1.58 billion, or
6.5%, compared to September 30, 2006. On a sequential quarter basis, total loans outstanding grew
by $232.9 million or 3.6% annualized.
Total loans as of September 30, 2007 for the five southeastern state areas in which Synovus banks
are located include loans by state of: Georgia $13.47 billion, South Carolina $3.90 billion,
Alabama $3.62 billion, Florida $3.59 billion, and Tennessee $1.20 billion. As a percentage
of the total loan portfolio, loans by state at September 30, 2007, December 31, 2006, and September
30, 2006 were: Georgia 52.3%, 52.8%, and 52.5%, South Carolina 15.1%, 14.5%, and 14.3%,
Alabama 14.1%, 14.5%, and 14.8%, Florida 13.9%, 13.9%, and 14.0%, and Tennessee 4.6%, 4.3%,
and 4.4%, respectively.
At September 30, 2007, total loans in the Atlanta market were $5.1 billion, or 19.8% of the total
loan portfolio, and increased $633.1 million, or 14.2%, compared to the same period in the prior
year. The Atlanta market included commercial real estate (CRE) loans of $2.98 billion and
commercial and industrial (C&I) loans of $1.73 billion at September 30, 2007. Compared to
September 30, 2006, CRE loans and C&I loans in the Atlanta market increased by $295.7 million, or
11.0%, and $308.8 million, or 21.7%, respectively. On a sequential quarter basis, Atlanta market
loans grew at an annualized rate of 7.7%, CRE loans grew at an annualized rate of 1.2%, and C&I
loans grew at an annualized rate of 20.7%.
Total loans in coastal markets were $3.55 billion, representing 13.8% of the total loan portfolio
at September 30, 2007, and increased $184.3 million, or 5.5%, compared to the same period in the
prior year. Compared to September 30, 2006, CRE loans in the coastal market decreased $44.0
million, or 2.5%, and C&I loans increased $180.7 million, or 15.4%. On a sequential quarter basis,
loans in coastal markets grew at an annualized rate of 0.9%, CRE loans decreased at an annualized
rate of 13.1%, and C&I loans grew at annualized rate of 10.2%.
Total loans in other markets (excluding the Atlanta and coastal markets) at September 30, 2007 were
$17.11 billion, or 66.4% of the total loan portfolio, and increased $761.9 million, or 4.7%
compared to the same period in the prior year. Compared to September 30, 2006, CRE loans increased
$345.8 million, or 5.4%, while C&I loans increased $183.1 million, or 2.5%. On a
sequential quarter basis, loans in other markets grew at annualized rates of 3.0%, CRE loans grew
at an annualized rate of 2.5%, and C&I loans decreased at annualized rate of 1.1%.
Loans for land acquisition grew by $73.6 million, or 7.0% annualized, from December 31, 2006, and
increased $45.6 million, or 12.7% annualized, from June 30, 2007.
25
Loans for other investment property grew by $173.9 million, or 53.5% annualized, from December 31,
2006, and $201.3 million, or 49.5%, from September 30, 2006. Loans for other investment property
decreased by $35.9 million, or 22.1% annualized, from June 30, 2007. The primary areas which
contributed to the decrease in other investment property as compared to the prior quarter were
loans within the Florida markets and in two Georgia banks outside the Atlanta area. Other
investment property consists of warehouses, manufacturing facilities, mini-storage facilities, and
all other non-owner occupied CRE.
Loans for residential development increased $233.6 million, or 15.3% annualized, while loans for
commercial development increased $60.8 million, or 9.3% annualized, from December 31, 2006. On a
linked-quarter basis, loans for residential development decreased $28.0 million, or 4.8%
annualized, while loans for commercial development increased $16.5 million, or 7.1% annualized.
Retail loans at September 30, 2007 total $3.87 billion, representing 15.0% of the total loan
portfolio. Total retail loans grew by 8.7% on a year over year basis and 14.7% on a sequential
quarter basis, led principally by growth in home equity and consumer mortgage loans.
Credit Quality
The non-performing assets ratio (non-performing loans plus other real estate divided by total loans
plus other real estate) was 1.16% at September 30, 2007 compared to 0.87% at June 30, 2007 and
0.50% at December 31, 2006. The net charge-off ratio for the three months ended September 30, 2007
was 0.51% compared to 0.20% for the same period of 2006. The net charge-off ratio for the nine
months ended September 30, 2007 was 0.30% compared to 0.21% for the same period of 2006 and 0.26%
for the year ended December 31, 2006.
The provision for losses on loans was $58.8 million for the three months ended September 30, 2007
compared to $18.4 million for the three months ended September 30, 2006. For the nine months ended
September 30, 2007, the provision for loan losses was $99.6 million compared to $56.4 million for
the same period in 2006. For the nine months ended September 30, 2007, total provision expense
covered net charge-offs by 1.74 times compared to 1.57 times for the same period a year ago.
Non-performing assets, net charge-offs, and provision expense as of and for the three months ended
September 30, 2007 were significantly impacted by Synovus
loan portfolio in the greater Ft. Myers, Florida area (primarily
residential construction loans). Total loans within the greater Ft.
Myers area portfolio accounted for 16 basis points of the
non-performing assets ratio at September 30, 2007 (or 7 basis points of the sequential quarter
increase); $17.0 million or 27 basis points of the net charge-off ratio for the third quarter; and
$21.2 million of the total provision expense for the third quarter. To a lesser extent, the one-to-four
family residential development portfolios located in markets in south
Atlanta and portions of the west coast of
the Florida peninsula outside the greater Ft. Myers area also contributed to the increase in non-performing loans and provision for
loan losses during the third quarter.
Total past due loans (and still accruing interest) were 0.89% of total loans at September 30, 2007
compared to 0.64% at June 30, 2007 and 0.62% at December 31, 2006. The sequential quarter increase
was primarily due to increases in loans 30-89 days past due within the investment properties and
one to four family residential portfolios in the west coast of the Florida peninsula, the Florida
panhandle, and the Atlanta markets. Loans over 90 days past due and still accruing interest at
September 30, 2007 were $22.7 million, or 0.09% of total loans, compared to 0.09% at June 30, 2007
and 0.14% at December 31, 2006. These loans are in the process of collection,
26
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 $356.9 million, or 1.38% of net loans, at September 30, 2007
compared to $314.5 million, or 1.28% of net loans, at December 31, 2006. The allowance to
non-performing loans coverage was 159.29% at September 30, 2007, compared to 325.45% at December
31, 2006. The change in the coverage ratio was impacted by the increase in collateral dependent
impaired loans, which have no allowance for loan losses since the estimated losses have been
recognized as current period charge offs.
|
|
|
|
|
|
|
|
|
(Dollars in thousands) |
|
September 30, 2007 |
|
|
December 31, 2006 |
|
Non-performing loans |
|
$ |
224,055 |
|
|
|
96,622 |
|
Other real estate |
|
|
76,514 |
|
|
|
25,923 |
|
|
|
|
|
|
|
|
Non-performing assets |
|
$ |
300,569 |
|
|
|
122,545 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans over 90 days past due and still
accruing |
|
$ |
22,667 |
|
|
|
34,495 |
|
|
|
|
|
|
|
|
As a % of loans |
|
|
0.09 |
% |
|
|
0.14 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for loan losses |
|
$ |
356,887 |
|
|
|
314,459 |
|
|
|
|
|
|
|
|
Allowance
for loan losses as a % of loans |
|
|
1.38 |
% |
|
|
1.28 |
% |
|
|
|
|
|
|
|
As a % of loans and other real estate: |
|
|
|
|
|
|
|
|
Non-performing loans |
|
|
0.87 |
% |
|
|
0.39 |
% |
Other real estate |
|
|
0.29 |
|
|
|
0.11 |
|
|
|
|
|
|
|
|
Non-performing assets |
|
|
1.16 |
% |
|
|
0.50 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance to non-performing loans |
|
|
159.29 |
% |
|
|
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.
27
The following table shows the composition of the loan portfolio and non-performing loans
(classified by loan type) as of September 30, 2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% of |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
Total |
|
|
|
|
|
|
|
% of |
|
|
Non- |
|
|
Non- |
|
(Dollars in thousands) |
|
|
|
|
|
Total Loans |
|
|
performing |
|
|
performing |
|
Loan Type |
|
Total Loans |
|
|
Outstanding |
|
|
Loans |
|
|
Loans |
|
Multi-Family |
|
$ |
449,814 |
|
|
|
1.8 |
% |
|
$ |
345 |
|
|
|
0.2 |
% |
Hotels |
|
|
591,527 |
|
|
|
2.3 |
|
|
|
|
|
|
|
|
|
Office Buildings |
|
|
881,138 |
|
|
|
3.4 |
|
|
|
4,467 |
|
|
|
2.0 |
|
Shopping Centers |
|
|
739,334 |
|
|
|
2.9 |
|
|
|
83 |
|
|
|
|
|
Commercial Development. |
|
|
937,367 |
|
|
|
3.6 |
|
|
|
6,125 |
|
|
|
2.7 |
|
Other
Investment Property |
|
|
608,227 |
|
|
|
2.4 |
|
|
|
324 |
|
|
|
0.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Investment
Properties |
|
|
4,207,407 |
|
|
|
16.4 |
|
|
|
11,344 |
|
|
|
5.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1-4 Family Construction |
|
|
2,302,842 |
|
|
|
8.9 |
|
|
|
59,642 |
|
|
|
26.6 |
|
1-4 Family
Perm /Mini-Perm |
|
|
1,219,577 |
|
|
|
4.7 |
|
|
|
13,268 |
|
|
|
5.9 |
|
Residential Development |
|
|
2,269,844 |
|
|
|
8.8 |
|
|
|
56,541 |
|
|
|
25.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total 1-4 Family
Properties |
|
|
5,792,263 |
|
|
|
22.4 |
|
|
|
129,451 |
|
|
|
57.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Land Acquisition |
|
|
1,476,042 |
|
|
|
5.7 |
|
|
|
8,782 |
|
|
|
3.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Commercial Real
Estate |
|
|
11,475,712 |
|
|
|
44.5 |
|
|
|
149,577 |
|
|
|
66.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial, Financial,
and Agricultural |
|
|
6,281,941 |
|
|
|
24.4 |
|
|
|
43,935 |
|
|
|
19.6 |
|
Owner-Occupied |
|
|
4,197,447 |
|
|
|
16.3 |
|
|
|
11,725 |
|
|
|
5.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Commercial and
Industrial |
|
|
10,479,388 |
|
|
|
40.7 |
|
|
|
55,660 |
|
|
|
24.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Home Equity |
|
|
1,478,694 |
|
|
|
5.7 |
|
|
|
3,232 |
|
|
|
1.5 |
|
Consumer Mortgages |
|
|
1,620,730 |
|
|
|
6.3 |
|
|
|
12,934 |
|
|
|
5.8 |
|
Credit Cards |
|
|
280,192 |
|
|
|
1.1 |
|
|
|
|
|
|
|
|
|
Other Retail Loans |
|
|
485,928 |
|
|
|
1.9 |
|
|
|
2,652 |
|
|
|
1.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Retail |
|
|
3,865,544 |
|
|
|
15.0 |
|
|
|
18,818 |
|
|
|
8.5 |
|
Unearned Income |
|
|
(45,988 |
) |
|
|
(0.2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
25,774,656 |
|
|
|
100.0 |
% |
|
$ |
224,055 |
|
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
28
The following table compares the composition of the loan portfolio at September 30, 2007, December
31, 2006, and September 30, 2006.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Loans |
|
|
|
|
|
|
Total Loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September |
|
|
|
|
|
|
September |
|
|
|
|
|
|
|
|
|
|
|
30, 2007 vs. |
|
|
|
|
|
|
30, 2007 vs. |
|
|
|
|
|
|
|
|
|
Dec. 31, |
|
|
|
|
|
September |
|
(Dollars in thousands) |
|
September |
|
|
Dec. 31, |
|
|
2006 |
|
|
September |
|
|
30, 2006 |
|
Loan Type |
|
30, 2007 |
|
|
2006 |
|
|
% change (1) |
|
|
30, 2006 |
|
|
% change |
|
Multi-Family |
|
$ |
449,814 |
|
|
$ |
505,586 |
|
|
|
(14.7 |
)% |
|
$ |
517,644 |
|
|
|
(13.1 |
)% |
Hotels |
|
|
591,527 |
|
|
|
643,180 |
|
|
|
(10.7 |
) |
|
|
642,330 |
|
|
|
(7.9 |
) |
Office Buildings |
|
|
881,138 |
|
|
|
881,658 |
|
|
|
(0.1 |
) |
|
|
888,397 |
|
|
|
(0.8 |
) |
Shopping Centers |
|
|
739,334 |
|
|
|
764,924 |
|
|
|
(4.5 |
) |
|
|
749,189 |
|
|
|
(1.3 |
) |
Commercial
Development |
|
|
937,367 |
|
|
|
876,570 |
|
|
|
9.3 |
|
|
|
958,636 |
|
|
|
(2.2 |
) |
Other Investment
Property |
|
|
608,227 |
|
|
|
434,298 |
|
|
|
53.5 |
|
|
|
406,880 |
|
|
|
49.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Investment
Properties |
|
|
4,207,407 |
|
|
|
4,106,216 |
|
|
|
3.3 |
|
|
|
4,163,076 |
|
|
|
1.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1-4 Family Construction |
|
|
2,302,842 |
|
|
|
2,347,025 |
|
|
|
(2.5 |
) |
|
|
2,244,886 |
|
|
|
2.6 |
|
1-4 Family Perm
/Mini-Perm |
|
|
1,219,577 |
|
|
|
1,193,895 |
|
|
|
2.9 |
|
|
|
1,199,959 |
|
|
|
1.6 |
|
Residential Development |
|
|
2,269,844 |
|
|
|
2,036,207 |
|
|
|
15.3 |
|
|
|
1,963,061 |
|
|
|
15.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total 1-4 Family
Properties |
|
|
5,792,263 |
|
|
|
5,577,127 |
|
|
|
5.2 |
|
|
|
5,407,906 |
|
|
|
7.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Land Acquisition |
|
|
1,476,042 |
|
|
|
1,402,402 |
|
|
|
7.0 |
|
|
|
1,307,168 |
|
|
|
12.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Commercial
Real Estate |
|
|
11,475,712 |
|
|
|
11,085,745 |
|
|
|
4.7 |
|
|
|
10,878,150 |
|
|
|
5.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial, Financial,
and Agricultural |
|
|
6,281,941 |
|
|
|
5,875,854 |
|
|
|
9.2 |
|
|
|
5,711,488 |
|
|
|
10.0 |
|
Owner-Occupied |
|
|
4,197,447 |
|
|
|
4,080,743 |
|
|
|
3.8 |
|
|
|
4,097,768 |
|
|
|
2.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Commercial and
Industrial |
|
|
10,479,388 |
|
|
|
9,956,597 |
|
|
|
7.0 |
|
|
|
9,809,256 |
|
|
|
6.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Home Equity |
|
|
1,478,694 |
|
|
|
1,364,030 |
|
|
|
11.2 |
|
|
|
1,272,804 |
|
|
|
16.2 |
|
Consumer Mortgages |
|
|
1,620,730 |
|
|
|
1,517,849 |
|
|
|
9.1 |
|
|
|
1,512,091 |
|
|
|
7.2 |
|
Credit Cards |
|
|
280,192 |
|
|
|
276,269 |
|
|
|
1.9 |
|
|
|
266,205 |
|
|
|
5.3 |
|
Other Retail Loans |
|
|
485,928 |
|
|
|
500,757 |
|
|
|
(4.0 |
) |
|
|
506,490 |
|
|
|
(4.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Retail |
|
|
3,865,544 |
|
|
|
3,658,905 |
|
|
|
7.6 |
|
|
|
3,557,590 |
|
|
|
8.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unearned Income |
|
|
(45,988 |
) |
|
|
(46,695 |
) |
|
|
(2.0 |
) |
|
|
(52,400 |
) |
|
|
(12.2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
25,774,656 |
|
|
$ |
24,654,552 |
|
|
|
6.1 |
% |
|
$ |
24,192,596 |
|
|
|
6.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Percentage changes are annualized. |
29
Deposits
Total deposits at September 30, 2007 were $24.33 billion, a decrease of $672.8 million, or 10.7%
annualized, compared to June 30, 2007, and an increase of $362.5 million, or 1.5%, compared to
September 30, 2006. Total deposits excluding brokered time deposits (core deposits) decreased
$269.9 million, or 4.9% on an annualized basis, compared to June 30, 2007, and increased $688.7
million, or 3.3%, compared to September 30, 2006 . The decrease in total deposits compared to the
prior quarter was primarily due to a decline in brokered time deposits and, to a lesser degree, a
decline in core time deposits, while the growth in deposits compared to the prior year was driven
by growth in money market accounts. The growth in money market deposit balances reflects a
continued customer preference towards this type of product.
On a sequential quarter basis, average core deposits declined $92.4 million, or 1.7% annualized.
The primary contributor to the decline was a decrease in time deposit and NOW accounts, which was
partially offset by growth in money market accounts.
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 $4.72 billion at September 30, 2007, compared to $4.32
billion at December 31, 2006. The ratio of total risk-based capital to risk-weighted assets was
14.92% at September 30, 2007 compared to 14.43% at December 31, 2006. The leverage ratio was
11.16% at September 30, 2007 compared to 10.64% at December 31, 2006. The equity-to-assets ratio
was 12.08% at September 30, 2007 compared to 11.64% at year-end 2006. Synovus projects that the
aforementioned intended spin-off of TSYS will reduce Synovus
total equity by approximately $700
million, which will result in a ratio of total risk-based capital to risk-weighted assets of
approximately 12.9%, a leverage ratio of approximately 9.0%, a tangible common equity to total
assets ratio of approximately 8.8%, and a Tier I capital ratio of approximately 9.4%.
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 can be drawn upon for
short-term liquidity needs. subsidiary banks made greater use of this funding source during the third
quarter to replace maturities of brokered time deposits and seasonal outflows of core deposits.
Synovus anticipates reducing its utilization of this funding source during the fourth quarter of
2007.
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, which are governed by certain rules and regulations of various state and
federal banking regulatory agencies. 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 September 30,
30
2007.
The consolidated statements of cash flows detail cash flows from operating, investing, and
financing activities. For the nine months ended September 30, 2007, operating activities provided
net cash of $402.2 million, investing activities used $1.63 billion, and financing activities
provided $1.29 billion, resulting in an increase in cash and due from banks of $54.2 million.
Earning Assets, Sources of Funds, and Net Interest Income
Average total assets for the first nine months of 2007 were $32.62 billion, an increase of 11.2%
compared to the first nine months of 2006. Average earning assets increased 10.8% in the first
nine months of 2007 compared to the same period in 2006, and represented 88.7% of average total
assets. When compared to the same period last year, average deposits increased $2.41 billion,
average federal funds purchased and other short-term liabilities increased $158.2 million, average
long-term debt increased $1.7 million, and average shareholders equity increased $592.6 million.
This growth provided the funding for $2.35 billion growth in average net loans, a $444.5 million
growth in average investments, and a $40.2 million increase in average mortgage loans held for
sale.
Net interest income for the nine months ended September 30, 2007 was $872.3 million, an increase of
$30.1 million, or 3.6%, compared to $842.2 million for the nine months ended September 30, 2006.
Net interest income for the three months ended September 30, 2007 was $294.2 million, an increase
of $1.6 million, or 0.5%, compared to $292.6 million for the three months ended September 30, 2006.
The net interest margin for the nine months ended September 30, 2007 was 4.05%, down 29 basis
points from 4.34% for the nine months ended September 30, 2006. Compared to the nine months ended
September 30, 2006, earning asset yields increased by 25 basis points, principally driven by a 23
basis point increase in loan yields, which was offset by an increase of 54 basis points in the
effective cost of funds. The increase in the effective cost of funds compared to the nine months
ended September 30, 2006 was primarily due to a continued deposit mix shift from lower cost
transaction accounts to higher yielding money market accounts, and a 75 basis point increase in the
cost of time deposits, excluding brokered deposits.
On a sequential quarter basis, net interest income increased by $2.3 million, while the net
interest margin decreased 3 basis points to 4.02%. The net interest margin decline was comprised
of a 3 basis point decrease in the yield on earning assets and no change in the effective cost of
funds. The decrease in the yield on earning assets was due to a higher level of loan interest
charge-offs and higher non-performing asset levels.
Synovus expects the net interest margin for the year to be approximately 4.04%. Opportunities for
repricing higher cost certificates of deposit and maturing lower yielding investments should
provide positive support for the margin during the fourth quarter of 2007. Competitive deposit
market conditions and the potential for further short-term interest rate decreases by the Federal
Reserve are the primary margin challenges faced by Synovus.
31
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 |
|
|
|
Third |
|
|
Second |
|
|
First |
|
|
Fourth |
|
|
Third |
|
(dollars in thousands) |
|
Quarter |
|
|
Quarter |
|
|
Quarter |
|
|
Quarter |
|
|
Quarter |
|
|
|
|
Interest Earning Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxable Investment Securities |
|
$ |
3,495,017 |
|
|
|
3,420,831 |
|
|
|
3,301,137 |
|
|
|
3,178,852 |
|
|
|
3,025,507 |
|
Yield |
|
|
4.82 |
% |
|
|
4.83 |
|
|
|
4.77 |
|
|
|
4.51 |
|
|
|
4.39 |
|
Tax-Exempt Investment Securities |
|
$ |
170,211 |
|
|
|
178,183 |
|
|
|
185,012 |
|
|
|
193,737 |
|
|
|
197,024 |
|
Yield |
|
|
6.74 |
% |
|
|
6.75 |
|
|
|
6.84 |
|
|
|
6.95 |
|
|
|
6.70 |
|
Trading Account Assets |
|
$ |
56,217 |
|
|
|
59,311 |
|
|
|
64,204 |
|
|
|
34,471 |
|
|
|
53,181 |
|
Yield |
|
|
7.06 |
% |
|
|
6.47 |
|
|
|
5.65 |
|
|
|
6.67 |
|
|
|
5.30 |
|
Commercial Loans |
|
$ |
21,820,687 |
|
|
|
21,739,107 |
|
|
|
21,242,921 |
|
|
|
20,791,108 |
|
|
|
20,407,139 |
|
Yield |
|
|
8.13 |
% |
|
|
8.20 |
|
|
|
8.24 |
|
|
|
8.25 |
|
|
|
8.23 |
|
Consumer Loans |
|
$ |
915,847 |
|
|
|
896,267 |
|
|
|
928,256 |
|
|
|
928,521 |
|
|
|
929,964 |
|
Yield |
|
|
8.17 |
% |
|
|
8.14 |
|
|
|
8.01 |
|
|
|
7.98 |
|
|
|
7.96 |
|
Mortgage Loans |
|
$ |
1,152,621 |
|
|
|
1,110,754 |
|
|
|
1,081,760 |
|
|
|
1,089,794 |
|
|
|
1,091,425 |
|
Yield |
|
|
7.10 |
% |
|
|
7.03 |
|
|
|
6.98 |
|
|
|
6.99 |
|
|
|
6.93 |
|
Credit Card Loans |
|
$ |
277,445 |
|
|
|
275,105 |
|
|
|
270,444 |
|
|
|
268,705 |
|
|
|
265,120 |
|
Yield |
|
|
10.96 |
% |
|
|
10.64 |
|
|
|
11.17 |
|
|
|
10.89 |
|
|
|
10.86 |
|
Home Equity Loans |
|
$ |
1,444,411 |
|
|
|
1,407,005 |
|
|
|
1,385,012 |
|
|
|
1,316,842 |
|
|
|
1,252,803 |
|
Yield |
|
|
7.80 |
% |
|
|
7.82 |
|
|
|
7.68 |
|
|
|
7.82 |
|
|
|
7.97 |
|
Allowance for Loan Losses |
|
$ |
(335,406 |
) |
|
|
(329,028 |
) |
|
|
(317,977 |
) |
|
|
(317,603 |
) |
|
|
(318,195 |
) |
|
|
|
Loans, Net |
|
$ |
25,275,605 |
|
|
|
25,099,210 |
|
|
|
24,590,416 |
|
|
|
24,077,367 |
|
|
|
23,628,256 |
|
Yield |
|
|
8.21 |
% |
|
|
8.26 |
|
|
|
8.28 |
|
|
|
8.29 |
|
|
|
8.29 |
|
Mortgage Loans Held for Sale |
|
$ |
176,448 |
|
|
|
163,364 |
|
|
|
160,482 |
|
|
|
149,113 |
|
|
|
130,196 |
|
Yield |
|
|
6.91 |
% |
|
|
6.18 |
|
|
|
6.07 |
|
|
|
6.02 |
|
|
|
6.51 |
|
Federal Funds Sold and Other
Short-Term Investments |
|
$ |
89,754 |
|
|
|
131,092 |
|
|
|
147,932 |
|
|
|
120,804 |
|
|
|
155,200 |
|
Yield |
|
|
5.53 |
% |
|
|
5.42 |
|
|
|
5.61 |
|
|
|
5.40 |
|
|
|
5.32 |
|
|
|
|
Total Interest Earning Assets |
|
$ |
29,263,252 |
|
|
|
29,051,991 |
|
|
|
28,449,183 |
|
|
|
27,754,344 |
|
|
|
27,189,364 |
|
Yield |
|
|
7.78 |
% |
|
|
7.81 |
|
|
|
7.82 |
|
|
|
7.83 |
|
|
|
7.81 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Bearing Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Bearing Demand Deposits |
|
$ |
3,047,279 |
|
|
|
3,141,899 |
|
|
|
3,113,531 |
|
|
|
3,034,375 |
|
|
|
2,946,646 |
|
Rate |
|
|
2.24 |
% |
|
|
2.28 |
|
|
|
2.30 |
|
|
|
2.18 |
|
|
|
2.03 |
|
Money Market Accounts |
|
$ |
7,588,170 |
|
|
|
7,388,012 |
|
|
|
7,083,633 |
|
|
|
6,956,181 |
|
|
|
6,587,365 |
|
Rate |
|
|
4.44 |
% |
|
|
4.49 |
|
|
|
4.49 |
|
|
|
4.45 |
|
|
|
4.38 |
|
Savings Deposits |
|
$ |
479,479 |
|
|
|
497,422 |
|
|
|
502,948 |
|
|
|
514,317 |
|
|
|
547,779 |
|
Rate |
|
|
0.48 |
% |
|
|
0.57 |
|
|
|
0.68 |
|
|
|
0.72 |
|
|
|
0.72 |
|
Time Deposits under $100,000 |
|
$ |
2,917,089 |
|
|
|
3,020,881 |
|
|
|
3,037,815 |
|
|
|
3,003,141 |
|
|
|
2,917,518 |
|
Rate |
|
|
4.81 |
% |
|
|
4.85 |
|
|
|
4.79 |
|
|
|
4.64 |
|
|
|
4.38 |
|
Time Deposits over $100,000 (less
brokered time deposits) |
|
$ |
4,029,091 |
|
|
|
4,118,221 |
|
|
|
4,101,471 |
|
|
|
3,997,493 |
|
|
|
3,756,853 |
|
Rate |
|
|
5.12 |
% |
|
|
5.19 |
|
|
|
5.15 |
|
|
|
5.07 |
|
|
|
4.92 |
|
|
|
|
Total Interest Bearing Core Deposits |
|
$ |
18,061,108 |
|
|
|
18,166,435 |
|
|
|
17,839,398 |
|
|
|
17,505,507 |
|
|
|
16,756,161 |
|
Rate |
|
|
4.18 |
% |
|
|
4.22 |
|
|
|
4.20 |
|
|
|
4.12 |
|
|
|
3.97 |
|
Brokered Time Deposits |
|
$ |
3,188,310 |
|
|
|
3,175,161 |
|
|
|
3,030,793 |
|
|
|
3,137,889 |
|
|
|
3,165,905 |
|
Rate |
|
|
5.19 |
% |
|
|
5.05 |
|
|
|
5.08 |
|
|
|
5.01 |
|
|
|
4.85 |
|
|
|
|
Total Interest Bearing Deposits |
|
$ |
21,249,418 |
|
|
|
21,341,596 |
|
|
|
20,870,191 |
|
|
|
20,643,396 |
|
|
|
19,922,066 |
|
Rate |
|
|
4.33 |
% |
|
|
4.34 |
|
|
|
4.33 |
|
|
|
4.26 |
|
|
|
4.11 |
|
Federal Funds Purchased and Other
Short-Term Liabilities |
|
$ |
1,928,206 |
|
|
|
1,711,310 |
|
|
|
1,690,049 |
|
|
|
1,283,832 |
|
|
|
1,553,699 |
|
Rate |
|
|
4.70 |
% |
|
|
4.90 |
|
|
|
4.87 |
|
|
|
4.72 |
|
|
|
4.73 |
|
Long-Term Debt |
|
$ |
1,707,765 |
|
|
|
1,565,014 |
|
|
|
1,450,466 |
|
|
|
1,360,635 |
|
|
|
1,364,226 |
|
Rate |
|
|
5.31 |
% |
|
|
5.12 |
|
|
|
5.05 |
|
|
|
4.90 |
|
|
|
4.57 |
|
|
|
|
Total Interest Bearing Liabilities |
|
$ |
24,885,389 |
|
|
|
24,617,920 |
|
|
|
24,010,706 |
|
|
|
23,287,863 |
|
|
|
22,839,991 |
|
Rate |
|
|
4.43 |
% |
|
|
4.43 |
|
|
|
4.41 |
|
|
|
4.32 |
|
|
|
4.18 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Interest Bearing Demand Deposits |
|
$ |
3,384,998 |
|
|
|
3,372,063 |
|
|
|
3,372,105 |
|
|
|
3,469,233 |
|
|
|
3,528,942 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Interest Margin |
|
|
4.02 |
% |
|
|
4.05 |
|
|
|
4.10 |
|
|
|
4.20 |
|
|
|
4.30 |
|
|
|
|
32
Yields earned on average interest-earning assets and rates paid on average interest-bearing
liabilities for the nine months ended September 30, 2007 and 2006 are presented below:
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, |
|
(dollars in thousands) |
|
2007 |
|
|
2006 |
|
Interest Earning Assets |
|
|
|
|
|
|
|
|
Taxable Investment Securities |
|
$ |
3,406,372 |
|
|
|
2,953,046 |
|
Yield |
|
|
4.81 |
% |
|
|
4.23 |
|
Tax-Exempt Investment Securities |
|
$ |
177,748 |
|
|
|
200,361 |
|
Yield |
|
|
6.78 |
% |
|
|
6.76 |
|
Trading Account Assets |
|
$ |
59,881 |
|
|
|
46,143 |
|
Yield |
|
|
6.36 |
% |
|
|
6.01 |
|
Commercial Loans |
|
$ |
21,603,021 |
|
|
|
19,525,640 |
|
Yield |
|
|
8.19 |
% |
|
|
7.94 |
|
Consumer Loans |
|
$ |
913,411 |
|
|
|
872,702 |
|
Yield |
|
|
8.11 |
% |
|
|
8.06 |
|
Mortgage Loans |
|
$ |
1,115,304 |
|
|
|
1,067,737 |
|
Yield |
|
|
7.04 |
% |
|
|
6.81 |
|
Credit Card Loans |
|
$ |
274,357 |
|
|
|
261,812 |
|
Yield |
|
|
10.92 |
% |
|
|
10.83 |
|
Home Equity Loans |
|
$ |
1,412,360 |
|
|
|
1,224,419 |
|
Yield |
|
|
7.77 |
% |
|
|
7.66 |
|
Allowance for Loan Losses |
|
$ |
(327,534 |
) |
|
|
(306,981 |
) |
|
|
|
Loans, Net |
|
$ |
24,990,920 |
|
|
|
22,645,328 |
|
Yield |
|
|
8.25 |
% |
|
|
8.02 |
|
Mortgage Loans Held for Sale |
|
$ |
166,823 |
|
|
|
126,676 |
|
Yield |
|
|
6.41 |
% |
|
|
6.74 |
|
Federal
Funds Sold and Other Short-Term Investments |
|
$ |
122,713 |
|
|
|
138,100 |
|
Yield |
|
|
5.52 |
% |
|
|
4.99 |
|
|
|
|
Total Interest Earning Assets |
|
$ |
28,924,456 |
|
|
|
26,109,655 |
|
Yield |
|
|
7.80 |
% |
|
|
7.55 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Bearing Liabilities |
|
|
|
|
|
|
|
|
Interest Bearing Demand Deposits |
|
$ |
3,100,661 |
|
|
|
2,996,850 |
|
Rate |
|
|
2.27 |
% |
|
|
1.82 |
|
Money Market Accounts |
|
$ |
7,355,120 |
|
|
|
6,197,678 |
|
Rate |
|
|
4.47 |
% |
|
|
4.00 |
|
Savings Deposits |
|
$ |
493,197 |
|
|
|
552,389 |
|
Rate |
|
|
0.58 |
% |
|
|
0.63 |
|
Time Deposits under $100,000 |
|
$ |
2,991,486 |
|
|
|
2,720,523 |
|
Rate |
|
|
4.81 |
% |
|
|
3.97 |
|
Time Deposits over $100,000 (less brokered time deposits) |
|
$ |
4,082,663 |
|
|
|
3,398,127 |
|
Rate |
|
|
5.15 |
% |
|
|
4.49 |
|
|
|
|
Total Interest Bearing Core Deposits |
|
$ |
18,023,126 |
|
|
|
15,865,567 |
|
Rate |
|
|
4.20 |
% |
|
|
3.57 |
|
Brokered Time Deposits |
|
$ |
3,131,998 |
|
|
|
2,759,923 |
|
Rate |
|
|
5.11 |
% |
|
|
4.59 |
|
|
|
|
Total Interest Bearing Deposits |
|
$ |
21,155,124 |
|
|
|
18,625,491 |
|
Rate |
|
|
4.33 |
% |
|
|
3.72 |
|
Federal
Funds Purchased and Other Short-Term Liabilities |
|
$ |
1,777,394 |
|
|
|
1,618,723 |
|
Rate |
|
|
4.82 |
% |
|
|
4.56 |
|
Long-Term Debt |
|
$ |
1,575,364 |
|
|
|
1,573,702 |
|
Rate |
|
|
5.17 |
% |
|
|
4.54 |
|
|
|
|
Total Interest Bearing Liabilities |
|
$ |
24,507,882 |
|
|
|
21,817,915 |
|
Rate |
|
|
4.42 |
% |
|
|
3.85 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Interest Bearing Demand Deposits |
|
$ |
3,376,436 |
|
|
|
3,495,100 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Interest Margin |
|
|
4.05 |
% |
|
|
4.34 |
|
|
|
|
33
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.
The following table summarizes the components of net interest income for the nine and three months
ended September 30, 2007 and 2006.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended |
|
|
Three Months Ended |
|
|
|
September 30, |
|
|
September 30, |
|
(In thousands) |
|
2007 |
|
|
2006 |
|
|
2007 |
|
|
2006 |
|
Interest income |
|
$ |
1,684,617 |
|
|
|
1,470,836 |
|
|
|
572,276 |
|
|
|
533,629 |
|
Taxable-equivalent adjustment |
|
|
3,887 |
|
|
|
4,369 |
|
|
|
1,238 |
|
|
|
1,410 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income,
Taxable-equivalent |
|
|
1,688,504 |
|
|
|
1,475,205 |
|
|
|
573,514 |
|
|
|
535,039 |
|
Interest expense |
|
|
812,284 |
|
|
|
628,594 |
|
|
|
278,113 |
|
|
|
241,027 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income,
Taxable-equivalent |
|
$ |
876,220 |
|
|
|
846,611 |
|
|
|
295,401 |
|
|
|
294,012 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Interest Income
Total non-interest income during the nine and three months ended September 30, 2007 increased $93.9
million, or 6.1%, and $34.1 million, or 6.5%, compared to the same periods a year ago,
respectively. Excluding reimbursable items, the increase in non-interest income was 6.5% and 8.2%,
compared to the same periods in 2006, respectively.
Financial Services:
Total non-interest income for the Financial Services segment for the nine and three months ended
September 30, 2007 was $290.0 million and $106.2 million, an increase of 10.8% and 18.9%,
respectively, from the same periods in 2006.
Service charges on deposit accounts, the single largest component of Financial Services fee income,
were $83.2 million and $28.7 million for the nine and three months ended September 30, 2007, down
1.3% and 1.9% from the same periods in 2006, respectively. Service charges on deposit accounts
consist of non-sufficient funds (NSF) fees (which represent 69.6% and 70.3% of the total for the
nine and three months ended September 30, 2007), account analysis fees, and all other service
charges.
NSF fees for the nine and three months ended September 30, 2007 were $57.8 million and $20.2
million, unchanged from the same periods in 2006. Account analysis fees increased by $355
thousand, or 3.3%, to $11.2 million for the nine months ended September 30, 2007 compared to the
same period in the prior year. Account analysis fees were $3.9 million for the three months ended
September 30, 2007, an increase of $191 thousand, or 5.2%, 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 $14.1 million for the nine months
ended September 30, 2007, down $2.1 million, or 12.7%, compared to the same period in 2006. For
the three months ended September 30, 2007, all other service charges on deposit accounts were $4.7
million, down $757 thousand, or 13.9%, compared to the same period in 2006. All other service
charges on demand deposit accounts for
34
the nine and three months ended September 30, 2007 declined in comparison to the same periods in
2006 as a result of the continued increase in checking accounts with no monthly service charges as
well as the discontinuance of certain online banking fees.
Bankcard fees increased 6.9% to $35.4 million for the nine months ended September 30, 2007, and
increased 4.2% to $11.9 million for the three months ended September 30, 2007, compared to the same
periods in 2006. The increase in bankcard fees reflects normal growth of both credit and debit
card fees plus fees resulting from increased volume of credit card transactions. 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 9.0% to $66.0 million for the nine months ended September 30, 2007,
and increased 12.4% to $22.6 million for the three months ended September 30, 2007, as compared to
the same periods in 2006. The financial management services revenue growth was led by increases in both
brokerage revenues and fees from customer interest rate swap transactions. Mortgage banking income
decreased $1.5 million, or 6.9%, for the nine months ended September 30, 2007, and decreased $2.5
million, or 29.4%, for the three months ended September 30, 2007, as compared to the same periods
in 2006.
During the three months ended September 30, 2007, Synovus recognized a pre-tax gain of $2.9 million
from the sale of MasterCard stock and recognized a pre-tax gain of $11.1 million resulting from
increases in the fair value of investments by Synovus venture capital subsidiary, Total Technology
Ventures, L.L.C. (TTV).
During the
nine months ended September 30, 2007, Synovus recognized net pre-tax gains of $15.3 million
resulting from net increases in the fair value of investments by TTV, and recognized a gain, net of
applicable income taxes, of $4.2 million resulting from Synovus transfer of its four proprietary
mutual funds to Sentinel Asset Management. The gain from the transfer of the mutual funds is
reflected as income from discontinued operations in the consolidated statement of income for the
nine months ended September 30, 2007.
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.
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 nine months ended
September 30, 2007 were 412.1 million, a decrease of 0.4% from the average of 413.6 million for the
same period in 2006. Total accounts on file at September 30, 2007 were 357.1 million, a 10.7%
decrease compared to the 400.0 million accounts on file at September 30, 2006. The change in
accounts on file from September 2006 to September 2007 included the deconversion of approximately
136.3 million accounts, the purging/sales of 9.6 million accounts, the addition of approximately
32.0 million accounts attributable to the internal growth of existing clients, and approximately
71.0 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,
35
merchant acquiring, and other services to these clients, including processing of consumer and
commercial accounts, as well as revenues for reimbursable items. 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.
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. In 2007, TSYS provided card embossing services to Bank of
America.
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 TSYS
processing system in July 2005. In July of 2007, Chase Card Services had 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 TSYS processing system with a
six-year payment term. Chase discontinued its processing agreement at the end of July 2007
according to the original schedule and began processing in-house using a modified version of TSYS
processing system.
Although the revenues associated with the Chase licensing arrangement are expected to be
significantly lower than the revenues associated with the Chase consumer processing arrangement,
management believes the impact should not have a material adverse effect on TSYS financial
position, results of operations or cash flows, as TSYS has planned and implemented reductions of
the resources dedicated to the consumer portfolio through employee attrition and/or redeployment,
as well as through equipment lease expirations. TSYS expects to continue to support Chase in
processing its commercial portfolio.
With the migration to a licensing arrangement and the resulting reduction in revenues, TSYS
believes that the revenues from Chase for periods following the migration will represent less than
10% of TSYS total consolidated revenues.
Electronic Payment Processing Services
Revenues from electronic payment processing services increased $27.1 million, or 4.0%, and $6.9
million, or 3.0%, for the nine and three months ended September 30, 2007, respectively, compared to
the same periods 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 strong organic growth
of TSYS clients 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
36
forms including credit, debit, prepaid, electronic benefit transfer and electronic check for
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 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 nine and three months ended September 30, 2007 were $190.1 million and $65.2 million,
respectively, compared to $195.3 million and $65.5 million for the same periods in 2006. The
decrease is attributable to client deconversions in the terminal distribution businesses as well as
price compression. The losses were mitigated by the internal transaction growth of existing
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 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 $27.2 million, or 20.1%, for the nine months ended
September 30, 2007, as compared to the same period in 2006. For the three months ended September
30, 2007, revenues from other transaction processing services increased $9.1 million, or 20.4%, as
compared to the same period in 2006. The impact of acquisitions on other transaction processing
service revenues for the nine and three months ended September 30, 2007 was $17.8 million and $6.9
million, respectively.
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 transaction processing services revenue.
In May 2006, TSYS collection subsidiary renegotiated a contract with its largest client. One of
the provisions that 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 $72.6 million and $28.7
million of attorney fees and court costs for the nine and three months ended September 30, 2007,
respectively, 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 $2.0 million and $1.2
million, respectively, for the three months ended September 30, 2007 and 2006.
37
For the nine months ended September 30, 2007 and 2006, TSYS share of income from its equity in
equity investments was $3.9 million and $3.1 million, respectively.
Non-Interest Expense
For the
nine and three months ended September 30, 2007, total
non-interest expense increased $65.2
million, or 4.1%, and $20.7 million, or 3.7%, compared to the same periods in 2006, respectively.
Excluding reimbursable items, the increase was 4.0% and 4.8% compared to the same periods in the
prior year, respectively. Management analyzes non-interest expense in two separate segments:
Financial Services and Transaction Processing Services.
The following table summarizes non-interest expense for the nine months ended September 30, 2007
and 2006.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine months ended |
|
|
Nine months ended |
|
|
|
September 30, 2007(*) |
|
|
September 30, 2006(*) |
|
|
|
|
|
|
|
Transaction |
|
|
|
|
|
|
Transaction |
|
|
|
Financial |
|
|
Processing |
|
|
Financial |
|
|
Processing |
|
(In thousands) |
|
Services |
|
|
Services |
|
|
Services |
|
|
Services |
|
Salaries and other personnel expense |
|
$ |
345,690 |
|
|
|
432,803 |
|
|
|
335,243 |
|
|
|
383,199 |
|
Net occupancy and equipment expense |
|
|
82,914 |
|
|
|
201,672 |
|
|
|
73,899 |
|
|
|
223,806 |
|
Other operating expenses |
|
|
164,281 |
|
|
|
158,395 |
|
|
|
151,961 |
|
|
|
179,077 |
|
Spin-off related expenses |
|
|
4,606 |
|
|
|
1,692 |
|
|
|
|
|
|
|
|
|
Visa
litigation settlement expense |
|
|
12,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reimbursable items |
|
|
|
|
|
|
280,597 |
|
|
|
|
|
|
|
268,589 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-interest expense |
|
$ |
609,491 |
|
|
|
1,075,159 |
|
|
|
561,103 |
|
|
|
1,054,671 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table summarizes non-interest expense for the three months ended September 30, 2007
and 2006.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
Three months ended |
|
|
|
September 30, 2007(*) |
|
|
September 30, 2006(*) |
|
|
|
|
|
|
|
Transaction |
|
|
|
|
|
|
Transaction |
|
|
|
Financial |
|
|
Processing |
|
|
Financial |
|
|
Processing |
|
(In thousands) |
|
Services |
|
|
Services |
|
|
Services |
|
|
Services |
|
Salaries and other personnel expense |
|
$ |
115,941 |
|
|
|
145,398 |
|
|
|
113,842 |
|
|
|
142,586 |
|
Net occupancy and equipment expense |
|
|
28,055 |
|
|
|
69,368 |
|
|
|
25,566 |
|
|
|
74,941 |
|
Other operating expenses |
|
|
56,429 |
|
|
|
51,412 |
|
|
|
51,899 |
|
|
|
52,748 |
|
Spin-off related expenses |
|
|
4,245 |
|
|
|
1,692 |
|
|
|
|
|
|
|
|
|
Visa
litigation settlement expense |
|
|
12,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reimbursable items |
|
|
|
|
|
|
98,543 |
|
|
|
|
|
|
|
99,477 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-interest expense |
|
$ |
216,670 |
|
|
|
366,413 |
|
|
|
191,307 |
|
|
|
369,752 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(*) |
|
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 8.6% and 13.3% for the nine and three months
ended September 30, 2007, respectively, compared to the nine and three months ended
38
September 30,
2006. Excluding spin-off related expenses and the Visa litigation
settlement expense, Financial Services non-interest expense
for the nine and three months ended September 30, 2007 increased by 5.7% and 4.8%, respectively,
compared to the same periods in the previous year.
For the nine months ended September 30, 2007, salaries and other personnel expenses increased by
$10.5 million, or 3.1%, and increased by $2.1 million, or 1.8%, for the three months ended
September 30, 2007. Employment expenses associated with the addition of 20 new branch banking
locations since September 30, 2006 plus annual compensation adjustments are reflected in these
increases. Salaries and other personnel expenses include performance-based incentive benefits,
which includes bonuses, profit sharing and employer 401(k) expenses. For the nine and three months
ended September 30, 2007, Financial Services performance-based incentive benefits expense decreased
by $20.9 million and $7.3 million, respectively, compared to the same periods in 2006.
Total employees for the Financial Services segment at September 30, 2007 were 7,280 compared to
7,189 at December 31, 2006 and 7,043 at September 30, 2006. The net addition of 91 employees
during the first nine months of 2007 is primarily due to an increase in teller, branch, and
seasonal positions.
Net occupancy and equipment expense for the nine months ended September 30, 2007 increased by $9.0
million, or 12.2% compared to the nine months ended September 30, 2006, and for the three months
ended September 30, 2006, increased by $2.5 million, or 9.7%, compared to the same period in 2006.
Other operating expenses for the nine and three months ended September 30, 2007 increased by $12.3
million, or 8.1%, and $4.5 million, or 8.7%, as compared to the nine and three months ended
September 30, 2006. The increase in occupancy and equipment expenses includes incremental costs
associated with acquisitions and the addition of new branch locations. Increased third party data
processing fees, and to a lesser degree, the addition of branch locations, are reflected in the
increase in other operating expenses.
Financial Services incurred advisory and legal expenses of $4.6 million and $4.2 million for the
nine and three months ended September 30, 2007 in connection with the aforementioned intended
spin-off by Synovus of its interest in TSYS to Synovus shareholders. These costs are included as
a component of other operating expenses. Financial Services expects to incur additional spin-off
related expenses, the majority of which will be incurred during the fourth quarter of 2007.
On November 7, 2007, Visa announced that
it had reached a settlement with American Express involving certain litigation.
Synovus has a membership interest in Visa. Synovus and other member banks have obligations to
share in certain losses under various agreements with Visa in connection with this and other
litigation. Accordingly, Synovus recorded a $12.0 million liability and a corresponding pre-tax
expense for the three and nine months ended September 30, 2007.
Transaction Processing Services:
Total non-interest expense increased 1.9% and decreased 0.9% for the nine and three months ended
September 30, 2007, compared to the same periods in 2006. Excluding reimbursable items, total
non-interest expense increased 1.1% and decreased 0.9% for the nine and three months ended
September 30, 2007, compared to the same period in 2006.
Salaries and other personnel expenses increased $49.6 million, or 12.9%, and $2.8 million, or 2.0%,
for the nine and three months ended September 30, 2007, respectively, compared to the same periods
in 2006. The impact of acquisitions on salaries and other personnel expenses for the nine and
three months ended September 30, 2007 was $24.3 million and $9.6 million, respectively. 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.
39
Salaries and other personnel expense include the accrual for performance-based incentive benefits,
which includes bonuses, profit sharing and employer 401(k) expenses. For the three months ended
September 30, 2007 and 2006, accruals for performance-based incentives were $10.7 million and $14.8
million, respectively. Capitalized salaries and personnel expenses decreased $16.2 million and
$2.6 million for the nine and three months ended September 30, 2007, respectively, 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.
At September 30, 2007, TSYS had 6,775 employees compared to 6,749 at December 31, 2006 and 6,788 at
September 30, 2006. With the acquisitions of TSYS Card Tech and TSYS Managed Services, TSYS added
544 employees.
Net occupancy and equipment expense decreased $22.1 million, or 9.9%, and $5.6 million, or 7.4%,
for the nine and three months ended September 30, 2007 compared to the same periods in 2006,
respectively. The impact of acquisitions on net occupancy and equipment expenses for the nine and
three months ended September 30, 2007 was $4.8 million and $1.8 million, respectively.
Depreciation and amortization decreased for the nine and three months ended September 30, 2007, as
compared to the same periods 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 nine and three months
ended September 30, 2007, as a result of software licenses that are leased under processing
capacity or MIPS agreements and the leasing of less equipment in 2007 compared to the same periods
in 2006.
Other operating expenses include, among other things, amortization of conversion costs, costs
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.
Other operating expenses for the nine and three months ended September 30, 2007 decreased $20.4
million, or 11.4%, and $1.0 million, or 1.9%, as compared to the same periods in 2006. The decline
in other operating expenses is primarily the result of the recognition of attorney fees and court
costs associated with debt collection services as reimbursable items beginning in May 2006. The
impact of acquisitions on other operating expenses for the nine and three months ended September
30, 2007 was $9.1 million and $2.4 million, respectively.
In connection with the aforementioned intended spin-off by Synovus of its interest in TSYS to
Synovus shareholders, TSYS incurred advisory and legal expenses of $1.7 million, for both the nine
and three months ended September 30, 2007. TSYS expects to incur additional spin-off related
expenses, the majority of which will be incurred during the fourth quarter of 2007.
40
Income Tax Expense
Consolidated
income tax expense was $262.2 million and $249.5 million for the nine months ended September 30,
2007 and 2006, respectively, and was $73.2 million and $82.8 million for the three months ended
September 30, 2007 and 2006, respectively. The effective tax rate for the nine
months ended September 30, 2007 and 2006 is shown in the following table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine months ended |
|
|
Nine months ended |
|
|
|
September 30, 2007 |
|
|
September 30, 2006 |
|
|
|
Financial |
|
|
|
|
|
|
Synovus |
|
|
Financial |
|
|
|
|
|
|
Synovus |
|
(dollars in thousands) |
|
Services |
|
|
TSYS |
|
|
Consolidated |
|
|
Services |
|
|
TSYS |
|
|
Consolidated |
|
Income before taxes (1) |
|
$ |
450,121 |
|
|
|
294,640 |
|
|
|
706,622 |
|
|
|
481,178 |
|
|
|
241,046 |
|
|
|
690,913 |
|
Minority interest in subsidiaries income |
|
|
|
|
|
|
|
|
|
|
38,139 |
|
|
|
|
|
|
|
|
|
|
|
31,311 |
|
Income before income taxes and
minority interest |
|
|
450,121 |
|
|
|
294,640 |
|
|
|
744,761 |
|
|
|
481,178 |
|
|
|
241,046 |
|
|
|
722,224 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense (2) |
|
$ |
160,733 |
|
|
|
101,442 |
|
|
|
262,176 |
|
|
|
171,051 |
|
|
|
78,492 |
|
|
|
249,543 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effective tax rate |
|
|
35.71 |
% |
|
|
34.43 |
% |
|
|
35.20 |
% |
|
|
35.55 |
% |
|
|
32.56 |
% |
|
|
34.55 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Income before taxes for the nine months ended
September 30, 2007 includes $443.2 million
in income from continuing operations and $6.9 million in income from discontinued operations for
Financial Services, and includes $699.7 million in income from continuing operations and $6.9
million in income from discontinued operations for Synovus Consolidated. |
|
(2) |
|
Income tax expense for the nine months ended
September 30, 2007 includes $158.0 million
in income tax expense for continuing operations and $2.7 million in income tax expense for
discontinued operations for Financial Services, and includes $259.5 million in income tax expense
for continuing operations and $2.7 million in income tax expense for discontinued operations for
Synovus Consolidated. |
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, and with few
exceptions is no longer subject to income tax examinations from state or foreign authorities for
years before 2001.
In the normal course of business, Synovus is subject to examinations from various tax authorities.
These examinations may alter the timing or amount of taxable income or deductions or the allocation
of income among tax jurisdictions. During the nine months ended September 30, 2007, Synovus
decreased its liability for prior year uncertain income tax positions by a net amount of
approximately $7.0 million (net of the Federal tax effect) including $2.3 million in interest and
penalties. This decrease resulted from the completion of a routine state tax examination, expiring
state audit period statutes and other new information impacting the potential resolution of
material 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).
In July 2006, Synovus majority owned subsidiary, TSYS, changed the structure of its European
operation from a branch structure into a statutory structure that will facilitate continued
expansion in the European region. As a result of the new structure, during the third quarter of
2006, TSYS reduced previously established tax reserves that would no longer be required under the
new structure in the amount of $5.6 million. Also during the third quarter of 2006, TSYS
reassessed its contingencies for Federal and state exposures, which resulted in an increase in tax
liability of approximately $1.5 million.
41
The net total liability for uncertain tax positions under FIN 48 at September 30, 2007 is $9.0
million. See Note 8 to the consolidated financial statements (unaudited) for more information on
income taxes. Synovus is not able to 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.
Dividends per Share
Dividends declared per share for the three months ended September 30, 2007 were $0.2050, an
increase of 5.1% from $0.1950 for the same period in 2006. For the nine months ended September 30,
2007, dividends declared per share were $0.6150, an increase of 5.1% from $0.5850 for the same
period in 2006. The dividend payout ratio for the nine months ended
September 30, 2007 was 45.7%,
as compared to 42.8% for the same period in 2006.
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 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
42
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 primarily due to the expected performance by CompuCredit of its indemnification obligations
described in the paragraph above.
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 is currently evaluating the impact of SFAS No. 157 on its
financial position, results of operations or cash flows, but has yet to complete its assessment.
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. The
impact, which will be recognized as a cumulative effect adjustment to retained earnings in the
first quarter 2008 balance sheet, is not expected to have a material impact on Synovus financial
position, results of operations or cash flows.
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 expects that impact of
adoption of EITF 06-10 will not be material to its financial position, results of operations, or
cash flows.
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
43
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 does not expect
that adoption of EITF 06-11 will have a material impact on Synovus financial position, results of
operations or cash flows.
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 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. Management is currently
evaluating the impact of adopting SFAS No. 159 on its financial position, results of operations and
cash flows, 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) managements expectations about the spin-off, including but not limited to, the associated
pre-spin cash dividend, the timing associated therewith, the intended adjustment of Synovus annual
dividend to shareholders, and the continued inclusion of Synovus stock in the S&P 500 index; (iv)
managements expectation that the net interest margin for 2007 will be approximately 4.04%; (v)
managements belief that its interest rate risk positioning is appropriate in the current economic
and yield curve environment; (vi) managements belief with respect to the existence of sufficient
collateral for past due loans, the resolution of certain loan delinquencies not causing a material
increase in non-performing assets 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; (vii) Synovus expected growth in diluted net
income per share for 2007; (viii) Synovus expectations
with respect to its proportionate share of the proceeds of the
planned Visa initial public offering; and the
assumptions underlying such statements, including with respect to Synovus expected increase in
diluted net income per share for 2007: mid single digit loan growth; a net interest margin of
approximately 4.04%; a net charge-off ratio of approximately 0.34%;
and Synovus share of the Visa litigation settlement
not exceeding $12.0 million. 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 (ix) 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.
44
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 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 including the FDICs investigation of the policies,
practices and procedures used by CB&T in connection with the credit card programs offered pursuant
to its Affinity Agreement with CompuCredit; (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) successfully managing the potential both for patent
protection and patent liability in the context of rapidly developing legal framework for expansive
software patent protection; (xx) 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; (xxi)
the intended spin-off of TSYS may not occur and the expected benefits associated therewith may not
be achieved; (xxii) Visa, Inc.s successful completion of
its planned initial public offering; 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.
45
ITEM 3 QUANTITATIVE AND
QUALITATIVE DISCLOSURES ABOUT
MARKET RISK
During 2007, Synovus has taken steps to move to a more neutral interest rate risk position.
Synovus believes that this interest rate risk positioning is appropriate in the current economic
and yield curve environment. Synovus has become slightly more asset sensitive in the past three
months. The September decline in short-term interest rates combined with less ability to lower
selected transaction account deposit rates have been the primary causes of this sensitivity change.
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. Anticipated deposit mix changes in each interest rate scenario are also 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 September 30, 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) |
|
September 30, 2007 |
|
December 31, 2006 |
+ 100
|
|
|
(0.3 |
%) |
|
|
0.3 |
% |
- 100
|
|
|
(1.0 |
%) |
|
|
(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 related to foreign currency
translation for the nine months ended September 30, 2007 and 2006 was $4.0 million and $8.8
million, respectively.
46
TSYS also records foreign currency translation adjustments associated with other balance sheet
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 $744 thousand and a net translation gain of approximately $906 thousand for
the nine and three months ended September 30, 2007, respectively, 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 |
|
|
|
|
|
|
|
September 30, |
|
(in thousands) |
|
|
|
|
2007 |
|
Asset |
|
Cash |
|
$ |
57,100 |
|
Liability |
|
Intercompany financing arrangements |
|
|
(4,800 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Net account balances |
|
$ |
52,300 |
|
|
|
|
|
|
|
|
|
The following table presents the potential effect on income from continuing operations 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 asset account balance of $52.3 million at September 30, 2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of Basis Point Change |
|
|
|
Increase in basis points of |
|
|
Decrease in basis points of |
|
(in thousands) |
|
100 |
|
|
500 |
|
|
1,000 |
|
|
100 |
|
|
500 |
|
|
1,000 |
|
Effect on income
from continuing
operations before
income taxes |
|
$ |
404 |
|
|
|
2,101 |
|
|
|
4,203 |
|
|
|
(404 |
) |
|
|
(2,101 |
) |
|
|
(4,203 |
) |
47
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.
48
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 risk factor set forth below represents a material addition or change
to the risk factors set forth in Item1A. of Part I of our Annual Report on Form 10-K for the year
ended December 31, 2006.
The trading price and trading volume of Synovus stock may be more volatile following the
completion of the spin-off by Synovus of its ownership interest in TSYS as described elsewhere in
this report.
We cannot predict how investors who hold shares of our stock prior to the completion of the
spin-off will behave after completion of the spin-off. The trading price for shares of Synovus
stock following completion of the spin-off may be more volatile than before completion of the
spin-off. The trading price of shares of Synovus stock could fluctuate significantly for many
reasons, including selling by existing holders of Synovus stock who decide that they do not want to
hold some or all of their shares after the completion of the spin-off. In addition, although we
anticipate that Synovus stock should continue to be included in the S&P 500 Index following the spin-off,
there can be no assurances that such will be the case. If Synovus stock is not included in the S&P
500 Index following the spin-off, there could initially be increased
trading volume as index investors reduce their ownership of Synovus
which could initially result in a decline in Synovus stock price and ultimately
reduced trading volume relative to our historic trading volume. These factors and other factors
beyond our control may result in reduced trading volume and/or increased volatility in our stock
price and/or short- or long-term reductions in the value of our securities.
49
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 September 30, 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maximum |
|
|
|
|
|
|
|
|
|
|
Total Number of |
|
Number of Shares |
|
|
|
|
|
|
|
|
|
|
Shares Purchased |
|
That May Yet Be |
|
|
|
|
|
|
|
|
|
|
as Part of |
|
Purchased Under |
|
|
Total Number of |
|
Average Price Paid |
|
Announced Plans |
|
the Plans or |
Period |
|
Shares Purchased |
|
per Share |
|
or Programs |
|
Programs |
|
July 2007 |
|
|
142,924 |
(1) |
|
$ |
30.87 |
|
|
|
|
|
|
|
|
|
August 2007 |
|
|
44,944 |
(1) |
|
|
32.04 |
|
|
|
|
|
|
|
|
|
September 2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
187,868 |
(1) |
|
$ |
31.15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Consists of delivery of previously owned shares to Synovus in payment of the exercise price
of stock options. |
50
ITEM 6 EXHIBITS
|
|
|
(a) Exhibits |
|
Description |
|
|
|
3.2
|
|
Bylaws of Synovus Financial Corp., as amended effective
October 25, 2007. |
|
|
|
31.1
|
|
Certification of Chief Executive Officer |
|
|
|
31.2
|
|
Certification of Chief Financial Officer |
|
|
|
32
|
|
Certification of Periodic Report |
51
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.
|
|
|
|
|
|
SYNOVUS FINANCIAL CORP.
|
|
Date: November 13, 2007 |
BY: |
/s/ Thomas J. Prescott
|
|
|
|
Thomas J. Prescott |
|
|
|
Executive Vice President and
Chief Financial Officer |
|
52
INDEX TO EXHIBITS
|
|
|
Exhibit Number |
|
Description |
|
|
|
3.2
|
|
Bylaws of Synovus Financial Corp. as amended effective
October 25, 2007. |
|
|
|
31.1
|
|
Certification of Chief Executive Officer |
|
|
|
31.2
|
|
Certification of Chief Financial Officer |
|
|
|
32
|
|
Certification of Periodic Report |
53