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Section 1: 8-K (8-K)

syn-20200424
0000018349false00000183492020-04-242020-04-240000018349us-gaap:CommonStockMember2020-04-242020-04-240000018349us-gaap:SeriesDPreferredStockMember2020-04-242020-04-240000018349us-gaap:SeriesEPreferredStockMember2020-04-242020-04-24

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

April 24, 2020
Date of Report
(Date of Earliest Event Reported)

Synovus Financial Corp.
(Exact Name of Registrant as Specified in its Charter)

Georgia1-1031258-1134883
(State of Incorporation)(Commission File Number)(IRS Employer Identification No.)

1111 Bay Avenue, Suite 500, Columbus, Georgia 31901
(Address of principal executive offices) (Zip Code)

(706) 641-6500
(Registrant’s telephone number, including area code)

________________________________________________
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

         Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

         Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

         Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

         Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common Stock, $1.00 Par Value
SNV
New York Stock Exchange
Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series D
SNV-PrD
New York Stock Exchange
Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series E
SNV-PrE
New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act.





Item 2.02Results of Operations and Financial Condition
On April 24, 2020, Synovus Financial Corp. (the "Company") issued a press release announcing the Company’s financial results for the three month period ended March 31, 2020.
Pursuant to General Instruction F to Current Report on Form 8-K, the press release is attached to this Current Report as Exhibit 99.1 and only those portions of the press release related to the historical results of operations of the Company for the three month period March 31, 2020 are incorporated into this Item 2.02 by reference. The information contained in this Item 2.02, including the information set forth in the press release filed as Exhibit 99.1 to, and incorporated in, this Current Report is being "furnished" and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section. The information in Exhibit 99.1 furnished pursuant to this Item 2.02 shall not be incorporated by reference into any registration statement or other documents pursuant to the Securities Act of 1933, as amended (the "Securities Act"), or into any filing or other document pursuant to the Exchange Act except as otherwise expressly stated in any such filing.

Item 7.01Regulation FD Disclosure
On April 24, 2020, the Company made available the supplemental information (the "Supplemental Information") and slide presentation ("Slide Presentation") prepared for use with the press release. The investor call and webcast will be held at 8:30 a.m., ET, on April 24, 2020.
The information contained in this Item 7.01 of this Current Report, including the information set forth in the Supplemental Information and the Slide Presentation filed as Exhibit 99.2 and Exhibit 99.3 to, and incorporated in, this Current Report, is being "furnished" and shall not be deemed "filed" for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that Section. The information in Exhibit 99.2 and Exhibit 99.3 furnished pursuant to this Item 7.01 shall not be incorporated by reference into any registration statement or other documents pursuant to the Securities Act or into any filing or other document pursuant to the Exchange Act except as otherwise expressly stated in any such filing.

Item 9.01Financial Statements and Exhibits
(d)Exhibits
Exhibit No.Description
99.1
99.2
99.3





Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Synovus has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
SYNOVUS FINANCIAL CORP.
Date: April 24, 2020
By: /s/ Allan E. Kamensky
Name: Allan E. Kamensky
Title: Executive Vice President and General Counsel
         


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Section 2: EX-99.1 (EX-99.1)

Document

Exhibit 99.1
403721516_synovusa041.jpg
Media Contact
Investor Contact
Lee Underwood
Kevin Brown
Media Relations
Investor Relations
(706) 644-0528(706) 644-0948
Synovus Announces Earnings for the First Quarter 2020
Diluted Earnings per Share of $0.20 vs. $0.72 in 1Q19
Adjusted Diluted Earnings per Share of $0.21 vs. $0.98 in 1Q19

COLUMBUS, Ga., April 24, 2020 - Synovus Financial Corp. (NYSE: SNV) today reported financial results for the quarter ended March 31, 2020.

First Quarter 2020 Highlights
Diluted EPS of $0.20; adjusted diluted EPS of $0.21.
Period-end loan growth of $1.10 billion sequentially, or 11.9% annualized.
Core transaction deposits (non-interest bearing, NOW/savings, and money market deposits excluding public and brokered funds) increased $623.0 million sequentially, or 10.4% annualized. Core interest-bearing deposit (NOW/savings, money market, and time deposit) costs in March down 26 bps from 4Q19, excluding purchase accounting adjustments (PAA).
Net interest margin of 3.37% vs. 3.65% in 4Q19; 3.35% vs. 3.40% in 4Q19 for net interest margin excluding PAA.
Non-interest revenue increased $5.9 million sequentially and $24.5 million year-over-year.
Adoption of Current Expected Credit Loss (CECL) on January 1, 2020, which resulted in a Day One reserve increase of $110.4 million, or 39.1% from 4Q19.
Provision for credit losses of $158.7 million included significant economic stress due to COVID-19 healthcare crisis and the first quarter under CECL; allowance for credit losses to loan ratio of 1.39%.
Credit quality metrics remain near historic lows, with the non-performing loan (NPL) ratio and net charge-off ratio of 0.41% and 0.21%, respectively.
Paused share repurchase activity beyond the $16.2 million completed in the first quarter.
Withdrew 2020 guidance and long-term goals announced with the 4Q19 earnings call.
Funded approximately $2.0 billion in Paycheck Protection Program loans as of April 22, 2020.
97%+ of branches operational as drive-thru and appointment only; 80%+ team members working remotely.
Provided bonus pay for on-site hourly team members and additional paid leave for virus-related hardships.
Shareholders approved the elimination of 10-for-1 voting and supermajority voting requirements at the 2020 Annual Meeting on April 22, 2020.








First Quarter Summary
ReportedAdjusted
(dollars in thousands)1Q204Q191Q191Q204Q191Q19
Net income available to common shareholders$30,230  $143,393  $117,036  $30,708  $140,069  $160,155  
Diluted earnings per share0.20  0.97  0.72  0.21  0.94  0.98  
Total loans38,258,024  37,162,450  35,634,501  N/A  N/A  N/A  
Total deposits39,826,585  38,405,504  38,075,190  N/A  N/A  N/A  
Total revenues 477,903  497,992  477,183  473,424  492,049  476,250  
Return on avg assets0.32 %1.27 %1.06 %0.32 %1.24 %1.45 %
Return on avg common equity2.75  13.08  10.98  2.79  12.78  15.03  
Return on avg tangible common equity3.34  15.18  12.88  3.39  14.84  17.52  
Net interest margin3.37  3.65  3.78  3.35  3.40  3.59  
Efficiency ratio57.81  53.44  61.28  56.72  53.20  50.24  
NCO ratio0.21  0.10  0.19  N/A  N/A  N/A  
NPA ratio0.50  0.37  0.44  N/A  N/A  N/A  

“The first quarter of 2020 — especially our response to the COVID-19 crisis — demonstrates the resiliency we’ve built as an organization, and our ability to execute, innovate and rise to the occasion for team members, customers, and communities,” said Kessel D. Stelling, Synovus chairman and CEO. “Despite the challenging environment, the quarter reflected strong year-over-year growth in loans, core transaction deposits, and fee income as we continued to execute effectively on our strategic growth objectives. We enter this downturn from a position of strength, with robust capital and liquidity, strong credit quality, and solid operating fundamentals.

“In March, we immediately shifted focus to providing assistance and relief to customers, while ensuring the safety and wellness of our team members,” Stelling continued. “We are also proud to have secured funding to date of more than $2 billion in Paycheck Protection Program loans to small business customers. The intensity of demand for PPP and other assistance programs directly reflects the urgency of our customers’ needs based on current economic conditions, and we are grateful for the opportunity to support them in this time of crisis.”


Balance Sheet
Loans**
(dollars in millions)1Q204Q19Linked Quarter ChangeLinked Quarter % Change*1Q19Year/Year ChangeYear/Year % Change
Commercial & industrial$17,661.4  $16,782.7  $878.8  21.1 %$16,108.9  $1,552.5  9.6 %
Commercial real estate10,671.2  10,480.5  190.7  7.3  10,287.1  384.1  3.7  
Consumer9,950.9  9,924.7  26.3  1.1  9,262.1  688.8  7.4  
Unearned income(25.5) (25.4) (0.2) 2.7  (23.7) (1.9) 7.9  
Total loans$38,258.0  $37,162.5  $1,095.6  11.9 %$35,634.5  $2,623.5  7.4 %
Annualized
** Amounts may not total due to rounding

Total loans ended the quarter at $38.26 billion, up $1.10 billion sequentially, or 11.9% annualized.
Total funded loan production of $3.06 billion and existing revolver growth of approximately $300 million sequentially.
Commercial and industrial loans increased $878.8 million sequentially, with broad-based growth across industries and line utilization up modestly from 46% to 50%, primarily in March.



Commercial real estate loans increased by $190.7 million sequentially, largely due to the strong momentum gained from the fourth quarter.
Consumer loans increased $26.3 million sequentially, with growth in HELOC and consumer mortgages more than offsetting declines in other consumer loans including lending partnerships.


Deposits**
(dollars in millions)1Q204Q19Linked Quarter ChangeLinked Quarter % Change*1Q19Year/Year ChangeYear/Year % Change
Non-interest-bearing DDA$8,968.8  $8,661.2  $307.5  14.3 %$8,440.5  $528.2  6.3 %
Interest-bearing DDA4,617.4  4,769.5  (152.1) (12.8) 4,911.2  (293.8) (6.0) 
Money market10,255.0  9,827.4  427.7  17.5  8,912.5  1,342.5  15.1  
Savings949.5  909.5  40.0  17.7  903.8  45.7  5.1  
Public funds5,261.4  4,622.3  639.1  55.6  4,630.0  631.4  13.6  
Time deposits5,786.6  6,185.6  (399.0) (25.9) 7,568.1  (1,781.4) (23.5) 
Brokered deposits3,987.9  3,430.0  558.0  65.4  2,709.0  1,278.9  47.2  
Total deposits$39,826.6  $38,405.5  $1,421.1  14.9 %$38,075.2  $1,751.4  4.6 %
* Annualized
** Amounts may not total due to rounding

Total deposits ended the quarter at $39.83 billion, up $1.42 billion sequentially, or 14.9% annualized.
Core transaction deposits and public funds increased $623.0 million and $639.1 million sequentially, respectively, while CDs declined by $399.0 million.
Core interest-bearing deposit costs in March down 26 bps from 4Q19 (excluding PAA).
The loan to deposit ratio for the quarter was 96.1% compared to 96.8% in the fourth quarter.

Income Statement Summary**
(in thousands, except per share data)1Q204Q19Linked Quarter ChangeLinked Quarter % Change1Q19Year/Year ChangeYear/Year % Change
Net interest income$373,260  $399,268  $(26,008) (6.5)%$397,175  $(23,915) (6.0)%
Non-interest revenue103,857  97,955  5,902  6.0  79,378  24,479  30.8  
Non-interest expense276,279  266,121  10,158  3.8  292,410  (16,131) (5.5) 
Provision for credit losses158,722  24,470  134,252  548.6  23,569  135,153  573.4  
Income before taxes$42,116  $206,632  $(164,516) (79.6)%$160,574  $(118,458) (73.8)%
Income tax expense3,595  54,948  (51,353) (93.5) 40,388  (36,793) (91.1) 
Preferred stock dividends8,291  8,291  —  —  3,150  5,141  163.2  
Net income available to common shareholders$30,230  $143,393  $(113,163) (78.9)%$117,036  $(86,806) (74.2)%
Weighted average common shares outstanding, diluted148,401  148,529  (128) (0.1) 162,760  (14,359) (8.8)%
Diluted earnings per share$0.20  $0.97  $(0.77) (78.9)%$0.72  $(0.52) (71.7) 
Adjusted diluted earnings per share$0.21  $0.94  $(0.73) (78.1)%$0.98  $(0.77) (79.0) 
** Amounts may not total due to rounding
nm - not meaningful





Core Performance

Total revenues were $477.9 million in the first quarter, down $20.1 million sequentially, including an expected decline of $24.8 million in PAA.
Net interest income decreased $26.0 million, or 6.5% sequentially, including an expected decline of $24.8 million in PAA.
Net interest margin was 3.37%, down 28 bps from the prior quarter. Excluding the impact of PAA, net interest margin was 3.35%, down 5 bps sequentially.
Non-interest revenue increased $5.9 million, or 6.0% sequentially, and increased $24.5 million, or 30.8% year-over-year. Adjusted non-interest revenue increased $7.4 million, or 8.0% sequentially, and $20.9 million, or 26.7% year-over-year.
The sequential growth in net mortgage revenues of $2.9 million and capital markets income of $2.3 million more than offset a $1.7 million decline in core banking fees due to seasonality and impact from COVID-19 and fee waivers.
Non-interest expense increased $10.2 million, or 3.8% sequentially. Adjusted non-interest expense increased $6.5 million, or 2.5% sequentially.
The increase in expenses resulted mainly from seasonally higher employment expense and COVID-related bonuses for front-line team members.
Provision for credit losses was $158.7 million, a $134.3 million increase sequentially, primarily impacted by the significant economic stress due to the COVID-19 healthcare crisis and reflected the first quarter under CECL.
The effective tax rate was 8.54% for the quarter, reflecting favorable discrete items.

Capital Ratios
1Q204Q191Q19
Common equity Tier 1 capital (CET1) ratio8.72 %
*
8.95 %9.52 %
Tier 1 capital ratio9.97  
*
10.23  10.01  
Total risk-based capital ratio12.31  
*
12.25  12.06  
Tier 1 leverage ratio8.94  
*
9.16  8.81  
Tangible common equity ratio7.94  8.08  8.34  
* Ratios are preliminary.

Capital

CET1 ratio declined 23 bps during the quarter to 8.72%. The decline includes a reduction of 25 bps from risk-weighted asset growth, primarily from increases in loans. The March 31, 2020 ratios reflect Synovus' election of a five-year transition provision to delay for two years the estimated impact of CECL on regulatory capital, followed by a three year transition period.
Repurchased $16.2 million in common stock, or 450 thousand shares, during the quarter. Share repurchase activity has been suspended.

First Quarter Earnings Conference Call
Synovus will host an earnings highlights conference call at 8:30 a.m. EDT on April 24, 2020. The earnings call will be accompanied by a slide presentation. Shareholders and other interested parties may listen to this conference call via simultaneous Internet broadcast. For a link to the webcast, go to investor.synovus.com/event. The replay will be archived for 12 months and will be available 30-45 minutes after the call.

Synovus Financial Corp. is a financial services company based in Columbus, Georgia, with approximately $51 billion in assets. Synovus provides commercial and retail banking, investment, and mortgage services through 299 branches in Georgia, Alabama, South Carolina, Florida, and Tennessee. Synovus Bank, a wholly owned subsidiary of Synovus, has been recognized as one of the country's “Most Reputable Banks” by American Banker and the Reputation Institute. Synovus is on the web at synovus.com, and on Twitter, Facebook, LinkedIn, and Instagram.



Forward-Looking Statements

This press release and certain of our other filings with the Securities and Exchange Commission contain statements that constitute “forward-looking statements” within the meaning of, and subject to the protections of, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are forward-looking statements. You can identify these forward-looking statements through Synovus’ use of words such as “believes,” “anticipates,” “expects,” “may,” “will,” “assumes,” “should,” “predicts,” “could,” “would,” “intends,” “targets,” “estimates,” “projects,” “plans,” “potential” and other similar words and expressions of the future or otherwise regarding the outlook for Synovus’ future business and financial performance and/or the performance of the banking industry and economy in general. These forward-looking statements include, among others, our expectations regarding our future operating and financial performance, our expectations regarding net interest income and net interest margin; expectations on our growth strategy, expense and revenue initiatives, capital management, liquidity and funding, and future profitability; expectations on credit quality and performance; and the assumptions underlying our expectations. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve known and unknown risks and uncertainties which may cause the actual results, performance or achievements of Synovus to be materially different from the future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements are based on the information known to, and 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 press release. Many of these factors are beyond Synovus’ ability to control or predict.

These forward-looking statements are based upon information presently known to Synovus’ management and are inherently subjective, uncertain and subject to change due to any number of risks and uncertainties, including, without limitation, the risks and uncertainties related to the impact of the COVID-19 pandemic on Synovus' assets, business, liquidity, financial condition, prospects and results of operations, and the risks and other factors set forth in Synovus’ filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2019, under the captions “Cautionary Notice Regarding Forward-Looking Statements” and “Risk Factors” and in Synovus’ quarterly reports on Form 10-Q and current reports on Form 8-K. We believe these forward-looking statements are reasonable; however, undue reliance should not be placed on any forward-looking statements, which are based on current expectations and speak only as of the date that they are made. We do not assume any obligation to update any forward-looking statements as a result of new information, future developments or otherwise, except as otherwise may be required by law.





Non-GAAP Financial Measures

The measures entitled adjusted non-interest income; adjusted non-interest expense; adjusted total revenues; adjusted tangible efficiency ratio; adjusted net income available to common shareholders; adjusted earnings per diluted share; adjusted return on average assets; adjusted return on average common equity; return on average tangible common equity; adjusted return on average tangible common equity; and tangible common equity ratio are not measures recognized under GAAP and therefore are considered non-GAAP financial measures. The most comparable GAAP measures to these measures are total non-interest income; total non-interest expense; total revenues; efficiency ratio-FTE; net income available to common shareholders; earnings per diluted common share; return on average assets; return on average common equity; and the ratio of total shareholders' equity to total assets, respectively.

Management believes that these non-GAAP financial measures provide meaningful additional information about Synovus to assist management and investors in evaluating Synovus’ operating results, financial strength, the performance of its business, and the strength of its capital position. However, these non-GAAP financial measures have inherent limitations as analytical tools and should not be considered in isolation or as a substitute for analyses of operating results or capital position as reported under GAAP. The non-GAAP financial measures should be considered as additional views of the way our financial measures are affected by significant items and other factors, and since they are not required to be uniformly applied, they may not be comparable to other similarly titled measures at other companies. Adjusted total revenues and adjusted non-interest income are measures used by management to evaluate total revenues and non-interest income exclusive of net investment securities gains (losses) and gains on sales and changes in the fair value of private equity investments, net. Adjusted non-interest expense and the adjusted tangible efficiency ratio are measures utilized by management to measure the success of expense management initiatives focused on reducing recurring controllable operating costs. Adjusted net income available to common shareholders, adjusted earnings per diluted share, adjusted return on average assets, and adjusted return on average common equity are measures used by management to evaluate operating results exclusive of items that are not indicative of ongoing operations and impact period-to-period comparisons. Return on average tangible common equity and adjusted return on average tangible common equity are measures used by management to compare Synovus’ performance with other financial institutions because it calculates the return available to common shareholders without the impact of intangible assets and their related amortization, thereby allowing management to evaluate the performance of the business consistently. The tangible common equity ratio is used by management to assess the strength of our capital position. The computations of these measures are set forth in the tables below.

Reconciliation of Non-GAAP Financial Measures
(dollars in thousands)1Q204Q191Q19
Adjusted non-interest revenue
Total non-interest revenue$103,857  $97,955  $79,378  
Subtract/add: Investment securities (gains) losses, net(8,734) 2,157  (75) 
Add/subtract: Fair value decrease (increase) of private equity investments4,255  (8,100) (858) 
Adjusted non-interest revenue$99,378  $92,012  $78,445  
Adjusted non-interest expense
Total non-interest expense
$276,279  $266,121  $292,410  
Add/subtract: Merger-related expense—  913  (49,738) 
Subtract: Restructuring charges, net(3,220) (1,259) (19) 
Subtract: Valuation adjustment to Visa derivative
—  (1,111) —  
Subtract: Loss on early extinguishment of debt, net
(1,904) —  —  
Adjusted non-interest expense
$271,155  $264,664  $242,653  



Reconciliation of Non-GAAP Financial Measures, continued
(dollars in thousands)1Q204Q191Q19
Adjusted total revenues and adjusted tangible efficiency ratio
Adjusted non-interest expense
$271,155  $264,664  $242,653  
Subtract: Amortization of intangibles
(2,640) (2,901) (3,392) 
Adjusted tangible non-interest expense
$268,515  $261,763  $239,261  
Net interest income
$373,260  $399,268  $397,175  
Add: Tax equivalent adjustment
786  769  630  
Add: Total non-interest revenue
103,857  97,955  79,378  
Total FTE revenues
477,903  497,992  477,183  
Subtract/add: Investment securities (gains)/losses, net
(8,734) 2,157  (75) 
Add/subtract: Fair value decrease (increase) of private equity investments4,255  (8,100) (858) 
Adjusted total revenues
$473,424  $492,049  $476,250  
Efficiency ratio-FTE
57.81 %53.44 %61.28 %
Adjusted tangible efficiency ratio
56.72  53.20  50.24  

Adjusted return on average assets
Net income$38,521  $151,684  $120,186  
Subtract/add: Merger-related expense—  (913) 49,738  
Add: Restructuring charges, net3,220  1,259  19  
Add: Valuation adjustment to Visa derivative
—  1,111  —  
Add: Loss on early extinguishment of debt, net
1,904  —  —  
Subtract/add: Investment securities (gains) losses, net
(8,734) 2,157  (75) 
Add/subtract: Fair value decrease ( increase) of private equity investments4,255  (8,100) (858) 
Subtract/add: Tax effect of adjustments(167) 1,162  (5,705) 
Adjusted net income$38,999  $148,360  $163,305  
Net income annualized$154,931  $601,790  $487,421  
Adjusted net income annualized$156,853  $588,602  $662,293  
Total average assets$48,696,595  $47,459,405  $45,794,621  
Return on average assets0.32 %1.27 %1.06 %
Adjusted return on average assets0.32  1.24  1.45  
Adjusted net income available to common shareholders and adjusted net income per common share, diluted
Net income available to common shareholders$30,230  $143,393  $117,036  
Subtract/add: Merger-related expense—  (913) 49,738  
Add: Restructuring charges, net3,220  1,259  19  
Add: Valuation adjustment to Visa derivative—  1,111  —  
Add: Loss on early extinguishment of debt, net1,904  —  —  
Subtract/add: Investment securities (gains) losses, net(8,734) 2,157  (75) 
Add/subtract: Fair value decrease ( increase) of private equity investments4,255  (8,100) (858) 
Subtract/add: Tax effect of adjustments(167) 1,162  (5,705) 
Adjusted net income available to common shareholders$30,708  $140,069  $160,155  
Weighted average common shares outstanding, diluted148,401  148,529  162,760  
Net income per common share, diluted$0.20  $0.97  $0.72  
Adjusted net income per common share, diluted0.21  0.94  0.98  




Reconciliation of Non-GAAP Financial Measures, continued
(dollars in thousands)
1Q204Q191Q19
Adjusted return on average common equity, return on average tangible common equity, and adjusted return on average tangible common equity
Net income available to common shareholders$30,230  $143,393  $117,036  
Subtract/add: Merger-related expense—  (913) 49,738  
Add: Restructuring charges, net3,220  1,259  19  
Add: Valuation adjustment to Visa derivative—  1,111  —  
Add: Loss on early extinguishment of debt, net1,904  —  —  
Subtract/add: Investment securities (gains) losses, net(8,734) 2,157  (75) 
Add/subtract: Fair value decrease (increase) of private equity investments
4,255  (8,100) (858) 
Subtract/add: Tax effect of adjustments
(167) 1,162  (5,705) 
Adjusted net income available to common shareholders
$30,708  $140,069  $160,155  
Adjusted net income available to common shareholders annualized
$123,507  $555,709  $649,518  
Add: Amortization of intangibles
7,868  8,528  10,317  
Adjusted net income available to common shareholders excluding amortization of intangibles annualized
$131,375  $564,237  $659,835  
Net income available to common shareholders annualized
$121,584  $568,896  $474,646  
Add: Amortization of intangibles7,868  8,528  10,317  
Net income available to common shareholders excluding amortization of intangibles annualized$129,452  $577,424  $484,963  
Total average shareholders' equity less preferred stock$4,424,278  $4,348,250  $4,321,561  
Subtract: Goodwill(497,267) (488,223) (480,215) 
Subtract: Other intangible assets, net(54,514) (57,149) (75,191) 
Total average tangible shareholders' equity less preferred stock$3,872,497  $3,802,878  $3,766,155  
Return on average common equity2.75 %13.08 %10.98 %
Adjusted return on average common equity2.79  12.78  15.03  
Return on average tangible common equity3.34  15.18  12.88  
Adjusted return on average tangible common equity3.39  14.84  17.52  

March 31, 2020December 31, 2019March 31, 2019
Tangible common equity ratio
Total assets
$50,619,585  $48,203,282  $46,630,025  
Subtract: Goodwill
(497,267) (497,267) (485,000) 
Subtract: Other intangible assets, net
(53,032) (55,671) (74,683) 
Tangible assets
$50,069,286  $47,650,344  $46,070,342  
Total shareholders’ equity
$5,065,205  $4,941,690  $4,597,753  
Subtract: Goodwill
(497,267) (497,267) (485,000) 
Subtract: Other intangible assets, net
(53,032) (55,671) (74,683) 
Subtract: Preferred Stock, no par value
(537,145) (537,145) (195,140) 
Tangible common equity
$3,977,761  $3,851,607  $3,842,930  
Total shareholders’ equity to total assets ratio
10.01 %10.25 %9.86 %
Tangible common equity ratio
7.94  8.08  8.34  


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Section 3: EX-99.2 (EX-99.2)

Document


SynovusExhibit 99.2
INCOME STATEMENT DATA
(Unaudited)
(Dollars in thousands, except per share data)20202019First Quarter
First QuarterFourth QuarterThird QuarterSecond QuarterFirst Quarter'20 vs '19
% Change
Interest income$483,897  506,253  523,415  516,131  504,839  (4.1)%
Interest expense110,637  106,985  121,318  118,869  107,664  2.8  
Net interest income373,260  399,268  402,097  397,262  397,175  (6.0) 
Provision for credit losses158,722  24,470  27,562  12,119  23,569  573.4  
Net interest income after provision for credit losses214,538  374,798  374,535  385,143  373,606  (42.6) 
Non-interest revenue:
Service charges on deposit accounts20,689  22,385  22,952  21,994  20,859  (0.8) 
Fiduciary and asset management fees15,174  15,645  14,686  14,478  13,578  11.8  
Card fees10,950  11,325  12,297  11,161  10,877  0.7  
Brokerage revenue12,398  11,106  11,071  10,052  9,379  32.2  
Mortgage banking income12,227  9,287  10,351  7,907  5,054  141.9  
Capital markets income 11,243  8,972  7,396  8,916  5,245  114.4  
Income from bank-owned life insurance6,038  5,620  5,139  5,176  5,290  14.1  
Investment securities gains/(losses), net8,734  (2,157) (3,731) (1,845) 75  nm
Fair value (decrease)/increase and gain on sale of private equity investments(4,255) 8,100  1,194  1,455  858  nm
Other non-interest revenue10,659  7,672  7,405  10,513  8,163  30.6  
Total non-interest revenue103,857  97,955  88,760  89,807  79,378  30.8  
Non-interest expense:
Salaries and other personnel expense149,678  145,084  142,516  143,009  139,427  7.4  
Net occupancy and equipment expense42,194  42,644  41,017  39,851  38,394  9.9  
Third-party processing and other services21,480  20,293  18,528  19,118  17,758  21.0  
Professional fees10,675  9,921  9,719  9,312  6,348  68.2  
FDIC insurance and other regulatory fees5,278  9,825  7,242  7,867  6,761  (21.9) 
Advertising expense4,752  4,375  5,950  5,923  5,123  (7.2) 
   Amortization of intangibles2,640  2,901  2,901  2,410  3,392  (22.2) 
Merger-related expense—  (913) 353  7,401  49,738  nm
Earnout liability adjustments—  —  10,457  —  —  nm
   Loss on early extinguishment of debt, net1,904  —  4,592  —  —  nm
   Valuation adjustment to Visa derivative —  1,111  2,500  —  —  nm
Restructuring charges 3,220  1,259  (66) 18  19  nm
Other operating expenses34,458  29,621  30,601  29,217  25,450  35.4  
Total non-interest expense276,279  266,121  276,310  264,126  292,410  (5.5) 
Income before income taxes42,116  206,632  186,985  210,824  160,574  (73.8) 
Income tax expense3,595  54,948  51,259  54,640  40,388  (91.1) 
Net income38,521  151,684  135,726  156,184  120,186  (67.9) 
Less: Preferred stock dividends8,291  8,291  8,291  3,150  3,150  163.2  
Net income available to common shareholders$30,230  143,393  127,435  153,034  117,036  (74.2)%
Net income per common share, basic$0.21  0.98  0.84  0.97  0.73  (71.8)%
Net income per common share, diluted0.20  0.97  0.83  0.96  0.72  (71.7) 
Cash dividends declared per common share0.33  0.30  0.30  0.30  0.30  10.0  
Return on average assets *0.32 %1.27  1.14  1.34  1.06  (74)bps
Return on average common equity *2.75  13.08  11.36  13.90  10.98  (823) 
Weighted average common shares outstanding, basic147,311  146,948  152,238  157,389  160,927  (8.5)%
Weighted average common shares outstanding, diluted148,401  148,529  154,043  159,077  162,760  (8.8) 
 nm - not meaningful
 bps - basis points
* - ratios are annualized





Synovus
BALANCE SHEET DATAMarch 31, 2020December 31, 2019March 31, 2019
(Unaudited)
(In thousands, except share data)
ASSETS
Cash and due from banks$652,451  $535,846  $519,681  
Interest-bearing funds with Federal Reserve Bank1,020,775  553,390  688,470  
Interest earning deposits with banks20,717  20,635  24,147  
Federal funds sold and securities purchased under resale agreements129,891  77,047  33,627  
Cash and cash equivalents1,823,834  1,186,918  1,265,925  
Investment securities available for sale, at fair value6,937,240  6,778,670  6,808,191  
Mortgage loans held for sale, at fair value119,841  115,173  55,970  
Loans, net of deferred fees and costs38,258,024  37,162,450  35,634,501  
Allowance for loan losses(493,452) (281,402) (257,036) 
Loans, net37,764,572  36,881,048  35,377,465  
Cash surrender value of bank-owned life insurance1,031,544  775,665  761,098  
Premises and equipment, net482,462  493,940  479,965  
Goodwill497,267  497,267  485,000  
Other intangible assets53,032  55,671  74,683  
Other assets1,909,793  1,418,930  1,321,728  
Total assets$50,619,585  $48,203,282  $46,630,025  
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Deposits:
Non-interest-bearing deposits$9,659,451  $9,439,485  $9,144,315  
Interest-bearing deposits30,167,134  28,966,019  28,930,875  
Total deposits39,826,585  38,405,504  38,075,190  
Federal funds purchased and securities sold under repurchase agreements312,776  165,690  314,383  
Other short-term borrowings1,175,000  1,753,560  853,000  
Long-term debt3,152,339  2,153,897  2,106,037  
Other liabilities1,087,680  782,941  683,662  
Total liabilities45,554,380  43,261,592  42,032,272  
Shareholders' equity:
Preferred stock - no par value. Authorized 100,000,000 shares; issued
22,000,000, 22,000,000, and 8,000,000
537,145  537,145  195,140  
Common stock - $1.00 par value. Authorized 342,857,143 shares; issued 167,359,689, 166,800,623, and 165,929,349; outstanding 147,266,662, 147,157,596, and 157,454,007167,360