EX-99.2 4 dirplan.txt DIRECTOR STOCK PURCHASE PLAN FORM 11-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended 2000 ----------------------------------------------------- OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ------------------- --------------------------- Commission file number 1-10312 --------------------------------------------------------- SYNOVUS FINANCIAL CORP. DIRECTOR STOCK PURCHASE PLAN SYNOVUS FINANCIAL CORP. 901 FRONT AVENUE SUITE 301 COLUMBUS, GEORGIA 31901 (706) 649-5220 Exhibit 99.2 KPMG SYNOVUS FINANCIAL CORP. DIRECTOR STOCK PURCHASE PLAN Financial Statements December 31, 2000, 1999, and 1998 (With Independent Auditors' Report Thereon) KPMG 303 Peachtree Street, NE Suite 2000 Atlanta, GA 30308 Independent Auditors' Report The Plan Administrator Synovus Financial Corp. Director Stock Purchase Plan: We have audited the accompanying statements of financial condition of the Synovus Financial Corp. Director Stock Purchase Plan as of December 31, 2000 and 1999, and the related statements of operations and changes in plan equity for each of the years in the three-year period ended December 31, 2000. These financial statements are the responsibility of the Plan's administrator. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial condition of the Synovus Financial Corp. Director Stock Purchase Plan as of December 31, 2000 and 1999, and the results of its operations and changes in its plan equity for each of the years in the three-year period ended December 31, 2000 in conformity with accounting principles generally accepted in the United States of America. /s/KPMG LLP April 13, 2001 SYNOVUS FINANCIAL CORP. DIRECTOR STOCK PURCHASE PLAN Statements of Financial Condition December 31, 2000 and 1999 Assets 2000 1999 ---- ----- Common stock of Synovus Financial Corp. at market value - 2,660,895 shares (cost $17,746,132) in 2000 and 3,418,411 shares (cost $19,600,992) in 1999 (notes 2 and 6) $71,679,187 67,940,911 Dividends receivable 293,800 308,545 Cash -- 21,000 Contributions receivable from Synovus Financial Corp. and participating subsidiaries -- 819 ---------- ---------- $71,972,987 68,271,275 =========== ========== Liabilities and Plan Equity Plan equity (521 and 533 participants in 2000 and 1999, respectively) $71,972,987 68,271,275 =========== ========== See accompanying notes to financial statements. 2 SYNOVUS FINANCIAL CORP. DIRECTOR STOCK PURCHASE PLAN Statements of Operations and Changes in Plan Equity Years ended December 31, 2000, 1999, and 1998
2000 1999 1998 ---------- ----------- ---------- Dividend income $1,223,597 1,273,695 1,179,702 Realized gain on distributions to participants (note 5) 11,976,879 10,055,500 9,252,628 Unrealized appreciation (depreciation) of common stock of Synovus Financial Corp. (note 4) 5,593,136 (25,581,525) (910,599) Contributions (notes 1 and 3): Participants 1,894,675 1,804,619 1,769,790 Synovus Financial Corp. and participating subsidiaries 946,468 900,536 884,904 ---------- ----------- ---------- 21,634,755 (11,547,175) 12,176,425 Withdrawals by participants - common stock of Synovus Financial Corp. at market value (977,291 shares in 2000, 653,778 shares in 1999, and 473,414 shares in 1998) (notes 5 and 6) (17,933,043) (13,533,548) (11,719,830) ---------- ---------- ---------- Increase (decrease) in Plan equity for the year 3,701,712 (25,080,723) 456,595 Plan equity at beginning of year 68,271,275 93,351,998 92,895,403 ---------- ---------- ---------- Plan equity at end of year $71,972,987 68,271,275 93,351,998 ========== ========== ========== See accompanying notes to financial statements.
3 SYNOVUS FINANCIAL CORP. DIRECTOR STOCK PURCHASE PLAN Notes to Financial Statements December 31, 2000, 1999, and 1998 (1) Description of the Plan The Synovus Financial Corp. Director Stock Purchase Plan (the "Plan") was implemented as of January 1, 1985. The Plan is designed to enable participating Synovus Financial Corp. ("Synovus") and subsidiaries' directors to purchase shares of Synovus common stock at prevailing market prices from contributions made by them and Synovus and participating subsidiaries (the "Participating Companies"). Synovus Service Corp. serves as the Plan administrator. State Street Bank and Trust Company serves as the Plan agent, hereafter referred to as "Agent." Any person who currently serves or in the future is elected to serve as a member, advisory member, or emeritus member of the Board of Directors of any of the Participating Companies is eligible to participate in the Plan. Participants may contribute to the Plan only through cash contributions, automatic transfers of contributions from their designated demand deposit accounts, or a combination thereof. Prior to October 1, 2000, participant contributions could not exceed $1,000 per calendar quarter. Effective October 1, 2000, participant contributions cannot exceed $5,000 per calendar quarter. Matching contributions to the Plan are to be made by the participating companies in an amount equal to one-half of each participant's contribution. All contributions to the Plan vest immediately. The Plan provides, among other things, that all expenses of administering the Plan shall be paid by Synovus. Brokers' fees, commissions, postage, and other transaction costs incurred in connection with the purchase in the open market of Synovus common stock under the Plan are included in the cost of such stock to each participant. The Plan provides that upon termination of participation in the Plan, each former participant will receive the shares of Synovus common stock held on his behalf by the Agent, together with a check for any fractional share interest and any remaining cash balance. A participant who terminates his participation in the Plan may not reenter the Plan until the expiration of a six-month waiting period. Participation in the Plan shall automatically terminate upon termination of a participant's status as a Board of Directors member whether by death, retirement, resignation, or otherwise. Synovus expects to maintain the Plan indefinitely, but reserves the right to terminate or amend the Plan at any time, provided, however, that no termination or amendment shall affect or diminish any participant's right to the benefit of contributions made by him or the Participating Company prior to the date of such amendment or termination. Synovus reserves the right to suspend Participating Company contributions to the Plan if its Board of Directors feels that Synovus' financial condition warrants such action. 4 (Continued) SYNOVUS FINANCIAL CORP. DIRECTOR STOCK PURCHASE PLAN Notes to Financial Statements December 31, 2000, 1999, and 1998 (2) Summary of Accounting Policies The investment in Synovus common stock is stated at market value, which is based on the closing price at year-end obtained by using market quotations on the principal public exchange markets for which such security is traded. The December 31, 2000 and 1999 market values were $26.938 and $19.875 per share, respectively. The realized gain on distributions to participants is determined by computing the difference between the average cost per share and the market value per share at the date of the distribution to the participants. Dividend income is accrued on the record date. Contributions by participants and Participating Companies, as well as withdrawals, are accounted for on the accrual basis. The Plan is not qualified under Sections 401(a) or 501(a) of the Internal Revenue Code of 1986, as amended. The Plan does not provide for income taxes because any income is taxable to the participants. Participants in the Plan must treat as compensation income their pro rata share of contributions made to the Plan by the participating company. Cash dividends paid on Synovus common stock purchased under the Plan will be taxable to the participants on a pro rata basis for Federal and state income tax purposes during the year any such dividend is received by the participant or the Plan. Upon disposition of the Synovus common stock purchased under the Plan, participants must treat any gain or loss as long-term or short-term capital gain or loss depending upon when such disposition occurs. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates. 5 (Continued) SYNOVUS FINANCIAL CORP. DIRECTOR STOCK PURCHASE PLAN Notes to Financial Statements December 31, 2000, 1999, and 1998 (3)Contributions Contributions by Participating Companies and by participants are as follows:
2000 1999 1998 ---- ---- ---- Participating company Company Participants Company Participants Company Participants -------------------- ------- ----------- -------- ------------ ------- ------------ Synovus Financial Corp. $ 69,000 138,000 29,500 59,000 28,167 56,330 Columbus Bank and Trust Company 90,668 181,499 107,838 215,645 114,334 228,667 Commercial Bank and Trust Company of Troup County 28,667 57,333 29,500 59,000 30,000 60,000 Commercial Bank of Thomasville 23,000 46,000 21,000 42,000 20,000 40,000 Security Bank and Trust Company of Albany 38,667 77,333 34,000 68,000 33,333 66,667 Sumter Bank and Trust Company 22,667 45,333 28,500 57,000 28,000 56,000 The Coastal Bank of Georgia 37,334 74,666 36,000 72,000 34,001 67,999 First State Bank and Trust Company 23,000 46,000 19,000 38,000 21,500 43,000 Bank of Hazlehurst 13,833 27,667 16,000 32,000 17,000 34,000 Cohutta Banking Company 13,333 26,667 12,500 25,000 14,500 29,000 Bank of Coweta 25,000 50,000 27,000 54,000 28,500 57,000 Citizens Bank and Trust of West Georgia 39,334 78,666 40,000 80,000 40,000 80,000 First Community Bank of Tifton 24,000 48,000 24,000 48,000 24,000 48,000 The Quincy State Bank 22,834 45,666 18,000 36,000 18,000 36,000 Community Bank & Trust of Southeast Alabama 14,500 29,000 22,500 45,000 27,000 54,000 CB&T Bank of Middle Georgia 24,778 49,555 26,400 52,800 27,200 54,400 First Coast Community Bank 17,334 34,666 18,056 36,111 16,667 33,333 CB&T Bank of Russell County 12,890 25,778 13,332 26,666 13,332 26,666 Sea Island Bank 24,945 49,889 20,834 41,666 17,500 35,000 Citizens First Bank 23,000 46,000 24,667 49,333 24,334 48,666 Athens First Bank and Trust Co. 22,500 45,000 15,000 33,000 20,000 40,000 Vanguard Bank and Trust 20,000 40,000 20,000 40,000 20,000 40,000 Bank of Pensacola 19,833 39,667 18,000 36,000 18,000 36,000 First Commercial Bank of Birmingham 24,000 48,000 26,000 51,999 26,000 51,999 The Bank of Tuscaloosa 36,001 72,000 36,833 73,666 37,334 74,666 Sterling Bank 22,500 45,000 22,000 44,000 21,334 42,666 First National Bank of Jasper 22,278 44,555 18,667 37,334 18,334 36,666 First Commercial Bank of Huntsville 24,834 49,666 22,056 44,667 22,667 45,333 Tallahassee State Bank 10,667 21,333 12,000 24,000 12,000 24,000 Peachtree National Bank 26,000 52,000 28,000 56,000 25,717 51,433 Citizens Bank of Fort Valley 10,667 21,333 11,667 23,333 13,667 27,333 The Citizens Bank of Cochran 4,055 8,111 4,666 9,333 4,666 9,333 Charter Bank and Trust Co. 12,000 24,000 -- -- -- -- Citizens & Merchants State Bank 23,667 47,333 24,000 48,000 24,000 48,000 The National Bank of South Carolina 37,000 74,000 38,834 77,666 37,500 75,000 Bank of North Georgia 34,167 68,333 30,200 60,400 6,317 12,633 Georgia Bank & Trust 5,515 12,626 2,986 6,000 -- -- Synovus Trust Company 2,000 4,000 1,000 2,000 -- -- -------- --------- ------- --------- ------- ---------- Total contributions $ 946,468 1,894,675 900,536 1,804,619 884,904 1,769,790 ======== ========= ======= ========= ======= ==========
6 (Continued) SYNOVUS FINANCIAL CORP. DIRECTOR STOCK PURCHASE PLAN Notes to Financial Statements December 31, 2000, 1999, and 1998 (4) Unrealized Appreciation (Depreciation) of Synovus Common Stock Changes in unrealized appreciation (depreciation) of Synovus common stock are as follows:
2000 1999 1998 ---------------- ---------------- --------------- Unrealized appreciation at end of year $ 53,933,055 48,339,919 73,921,444 Unrealized appreciation at beginning of year 48,339,919 73,921,444 74,832,043 ---------------- ---------------- --------------- Unrealized appreciation (depreciation) for the year $ 5,593,136 (25,581,525) (910,599) ================ ================ ===============
(5) Realized Gain on Withdrawal Distributions to Participants The realized gain on withdrawal distributions to participants is summarized as follows:
2000 1999 1998 ----------------- ----------------- ---------------- Market value at date of distribution or redemption of shares of Synovus common stock $ 17,933,043 13,533,548 11,719,830 Less cost (computed on an average cost basis) of shares of Synovus common stock distributed or redeemed 5,956,164 3,478,048 2,467,202 ----------------- ----------------- ---------------- $ 11,976,879 10,055,500 9,252,628 ================= ================= ================
(6) Stock Split On April 23, 1998, the Synovus Board of Directors approved a three-for-two stock split, which was effective on May 21, 1998, in the form of a 50% stock dividend to shareholders of record as of May 7, 1998. Share and per share data for all periods presented in the accompanying financial statements and related notes has been restated to reflect the additional shares resulting from the stock split. 7