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TABLE OF CONTENTS
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| (Mark One) | |
ý |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2004 |
|
OR |
|
o |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] |
For the transition period from to . |
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Commission File Number: 000-15637
SILICON VALLEY BANCSHARES
(Exact name of registrant as specified in its charter)
| Delaware (State or other jurisdiction of incorporation or organization) |
91-1962278 (I.R.S. Employer Identification No.) |
|
3003 Tasman Drive, Santa Clara, California (Address of principal executive offices) |
95054-1191 (Zip Code) |
(408) 654-7400
Registrant's telephone number, including area code:
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 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 ý No o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act.) Yes ý No o
At July 31, 2004, 35,643,672 shares of the registrant's common stock ($0.001 par value) were outstanding.
2
ITEM 1INTERIM CONSOLIDATED FINANCIAL STATEMENTS
SILICON VALLEY BANCSHARES AND SUBSIDIARIES
INTERIM CONSOLIDATED BALANCE SHEETS
| (Dollars in thousands, except par value) |
June 30, 2004 |
December 31, 2003 |
||||||
|---|---|---|---|---|---|---|---|---|
| Assets | ||||||||
| Cash and due from banks | $ | 213,530 | $ | 252,521 | ||||
| Federal funds sold and securities purchased under agreement to resell | 331,104 | 542,475 | ||||||
| Investment securities | 2,087,995 | 1,575,434 | ||||||
| Loans, net of unearned income | 2,114,435 | 1,989,229 | ||||||
| Allowance for loan losses | (61,900 | ) | (64,500 | ) | ||||
| Net loans | 2,052,535 | 1,924,729 | ||||||
| Premises and equipment | 14,083 | 14,999 | ||||||
| Goodwill | 37,549 | 37,549 | ||||||
| Accrued interest receivable and other assets | 120,725 | 117,663 | ||||||
| Total assets | $ | 4,857,521 | $ | 4,465,370 | ||||
Liabilities, minority interest, and stockholders' equity |
||||||||
| Liabilities: | ||||||||
| Deposits: | ||||||||
| Noninterest-bearing demand | $ | 2,394,651 | $ | 2,186,352 | ||||
| NOW | 19,469 | 20,897 | ||||||
| Money market | 1,274,997 | 1,080,559 | ||||||
| Time | 316,269 | 379,068 | ||||||
| Total deposits | 4,005,386 | 3,666,876 | ||||||
| Short-term borrowings | 34,263 | 9,124 | ||||||
| Other liabilities | 69,898 | 87,335 | ||||||
| Long-term debt | 205,805 | 204,286 | ||||||
| Total liabilities | 4,315,352 | 3,967,621 | ||||||
Minority interest in capital of consolidated affiliates |
68,692 |
50,744 |
||||||
| Stockholders' equity: | ||||||||
| Preferred stock, $0.001 par value, 20,000,000 shares authorized; none outstanding | | | ||||||
| Common stock, $0.001 par value, 150,000,000 shares authorized; 35,576,861 and 35,028,470 shares outstanding at June 30, 2004 and December 31, 2003, respectively | 36 | 35 | ||||||
| Additional paid-in capital | 34,491 | 14,240 | ||||||
| Retained earnings | 451,851 | 422,131 | ||||||
| Unearned compensation | (2,563 | ) | (1,232 | ) | ||||
| Accumulated other comprehensive income: | ||||||||
| Net unrealized gains and (losses) on available-for-sale investments | (10,338 | ) | 11,831 | |||||
| Total stockholders' equity | 473,477 | 447,005 | ||||||
| Total liabilities, minority interest, and stockholders' equity | $ | 4,857,521 | $ | 4,465,370 | ||||
See accompanying notes to interim consolidated financial statements.
3
SILICON VALLEY BANCSHARES AND SUBSIDIARIES
INTERIM CONSOLIDATED STATEMENTS OF INCOME
| |
For the three months ended June 30, |
For the six months ended June 30, |
|||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in thousands, except per share amounts) |
|||||||||||||||
| 2004 |
2003 |
2004 |
2003 |
||||||||||||
| Interest income: | |||||||||||||||
| Loans | $ | 37,280 | $ | 38,134 | $ | 73,912 | $ | 75,970 | |||||||
| Investment securities | |||||||||||||||
| Taxable | 17,989 | 8,557 | 32,012 | 18,934 | |||||||||||
| Non-taxable | 1,290 | 1,586 | 2,751 | 3,182 | |||||||||||
| Federal funds sold and securities purchased under agreement to resell | 1,306 | 1,129 | 2,750 | 1,959 | |||||||||||
| Total interest income | 57,865 | 49,406 | 111,425 | 100,045 | |||||||||||
| Interest expense: | |||||||||||||||
| Deposits | 2,124 | 2,389 | 4,138 | 4,840 | |||||||||||
| Other borrowings | 712 | 317 | 1,438 | 527 | |||||||||||
| Total interest expense | 2,836 | 2,706 | 5,576 | 5,367 | |||||||||||
| Net interest income | 55,029 | 46,700 | 105,849 | 94,678 | |||||||||||
| Provision for loan losses | (2,759 | ) | 1,162 | (2,742 | ) | 4,546 | |||||||||
| Net interest income after provision for loan losses | 57,788 | 45,538 | 108,591 | 90,132 | |||||||||||
| Noninterest income: | |||||||||||||||
| Corporate finance fees | 10,897 | 4,641 | 14,984 | 8,785 | |||||||||||
| Client investment fees | 6,399 | 6,034 | 12,667 | 12,366 | |||||||||||
| Letter of credit and foreign exchange income | 3,805 | 3,128 | 7,534 | 6,631 | |||||||||||
| Deposit service charges | 3,695 | 3,245 | 7,408 | 6,121 | |||||||||||
| Income from client warrants | 3,310 | 1,051 | 6,218 | 3,013 | |||||||||||
| Investment gains (losses) | 478 | (3,839 | ) | 1,800 | (8,544 | ) | |||||||||
| Credit card fees | 604 | 988 | 1,381 | 2,034 | |||||||||||
| Other | 2,320 | 2,257 | 4,402 | 4,545 | |||||||||||
| Total noninterest income | 31,508 | 17,505 | 56,394 | 34,951 | |||||||||||
| Noninterest expense: | |||||||||||||||
| Compensation and benefits | 41,153 | 29,486 | 75,256 | 61,176 | |||||||||||
| Net occupancy | 4,587 | 4,103 | 9,110 | 8,505 | |||||||||||
| Professional services | 4,876 | 3,985 | 8,215 | 7,424 | |||||||||||
| Furniture and equipment | 3,450 | 2,710 | 6,359 | 4,904 | |||||||||||
| Business development and travel | 2,180 | 2,296 | 4,171 | 3,912 | |||||||||||
| Correspondent bank fees | 1,243 | 1,094 | 2,524 | 2,134 | |||||||||||
| Data processing services | 789 | 1,392 | 1,874 | 2,483 | |||||||||||
| Telephone | 902 | 857 | 1,684 | 1,635 | |||||||||||
| Postage and supplies | 872 | 632 | 1,644 | 1,216 | |||||||||||
| Tax credit fund amortization | 620 | 716 | 1,240 | 1,431 | |||||||||||
| Advertising and promotion | 924 | 357 | 1,180 | 531 | |||||||||||
| Impairment of goodwill | | 17,000 | | 17,000 | |||||||||||
| Trust preferred securities distributions | | 313 | | 594 | |||||||||||
| Other | 2,054 | 2,262 | 3,562 | 4,366 | |||||||||||
| Total noninterest expense | 63,650 | 67,203 | 116,819 | 117,311 | |||||||||||
| Minority interest in net (gains) losses of consolidated affiliates | (67 | ) | 2,765 | (548 | ) | 6,244 | |||||||||
| Income (loss) before income taxes | 25,579 | (1,395 | ) | 47,618 | 14,016 | ||||||||||
| Income tax expense (benefit) | 9,871 | (819 | ) | 17,900 | 4,174 | ||||||||||
| Net income (loss) | $ | 15,708 | $ | (576 | ) | $ | 29,718 | $ | 9,842 | ||||||
| Earnings (loss) per common sharebasic | $ | 0.45 | $ | (0.02 | ) | $ | 0.85 | $ | 0.26 | ||||||
| Earnings (loss) per common sharediluted | $ | 0.43 | $ | (0.02 | ) | $ | 0.81 | $ | 0.25 | ||||||
See accompanying notes to interim consolidated financial statements.
4
SILICON VALLEY BANCSHARES AND SUBSIDIARIES
INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
| |
For the three months ended |
For the six months ended |
|||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (Dollars in thousands) |
June 30, 2004 |
June 30, 2003 |
June 30, 2004 |
June 30, 2003 |
|||||||||||
| Net income (loss) | $ | 15,708 | $ | (576 | ) | $ | 29,718 | $ | 9,842 | ||||||
Other comprehensive (loss) income, net of tax: |
|||||||||||||||
| Change in unrealized (losses) gains on available-for-sale investments: | |||||||||||||||
| Unrealized holding (losses) gains | (25,952 | ) | 949 | (17,511 | ) | (73 | ) | ||||||||
| Reclassification adjustment for gains included in net income | (1,979 | ) | (434 | ) | (4,658 | ) | (2,116 | ) | |||||||
| Other comprehensive (loss) income, net of tax | (27,931 | ) | 515 | (22,169 | ) | (2,189 | ) | ||||||||
| Comprehensive income (loss) | $ | (12,223 | ) | $ | (61 | ) | $ | 7,549 | $ | 7,653 | |||||
See accompanying notes to interim consolidated financial statements.
5
SILICON VALLEY BANCSHARES AND SUBSIDIARIES
INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
| |
For the six months ended |
||||||||
|---|---|---|---|---|---|---|---|---|---|
| (Dollars in thousands) |
June 30, 2004 |
June 30, 2003 |
|||||||
| Cash flows from operating activities: | |||||||||
| Net income | $ | 29,718 | $ | 9,842 | |||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||
| Impairment of goodwill | | 17,000 | |||||||
| Provision for loan losses | (2,742 | ) | 4,546 | ||||||
| Minority interest | 548 | (6,244 | ) | ||||||
| Depreciation and amortization | 4,168 | 3,927 | |||||||
| Net (gain) loss on available for sale securities | (1,800 | ) | 8,544 | ||||||
| Net gains on disposition of client warrants | (6,218 | ) | (3,013 | ) | |||||
| Changes in other assets and liabilities: | |||||||||
| Decrease (Increase) deferred income tax benefits | 10,711 | (7,615 | ) | ||||||
| (Increase) in accounts receivable | (7,566 | ) | (1,687 | ) | |||||
| (Increase) in taxes receivable | (10,231 | ) | (6,393 | ) | |||||
| Increase (decrease) in accrued retention, warrant, and other incentive plans | (1,620 | ) | 4,403 | ||||||
| Increase in investment payable | | 48,137 | |||||||
| Other, net | 4,474 | 10,830 | |||||||
| Net cash provided by operating activities | 19,442 | 82,277 | |||||||
| Cash flows from investing activities: | |||||||||
| Proceeds from maturities and paydowns of investment securities | 1,661,349 | 524,597 | |||||||
| Proceeds from sales of investment securities | 3,558,610 | 5,020,896 | |||||||
| Purchases of investment securities | (5,759,114 | ) | (5,685,395 | ) | |||||
| Net (increase) decrease in loans | (133,669 | ) | 107,552 | ||||||
| Proceeds from recoveries of charged-off loans | 7,263 | 7,854 | |||||||
| Purchases of premises and equipment | (3,252 | ) | (1,626 | ) | |||||
| Net cash used by investing activities | (668,813 | ) | (26,122 | ) | |||||
| Cash flows from financing activities: | |||||||||
| Net increase in deposits | 338,510 | 52,257 | |||||||
| Increase in short-term borrowings | 25,000 | | |||||||
| Proceeds from issuance of convertible notes and warrants, net of issuance costs and convertible note hedge | | 123,493 | |||||||
| Proceeds net of issuance costs, from issuance of common stock including tax benefits of certain stock option exercises | 18,099 | 4,445 | |||||||
| Repurchase of common stock | | (148,969 | ) | ||||||
| Capital contributions from minority interest participants | 17,400 | 13,841 | |||||||
| Net cash provided by financing activities | 399,009 | 45,067 | |||||||
| Net increase (decrease) in cash and cash equivalents | (250,362 | ) | 101,222 | ||||||
| Cash and cash equivalents at January 1, | 794,996 | 442,589 | |||||||
| Cash and cash equivalents at June 30, | $ | 544,634 | $ | 543,811 | |||||
| Supplemental disclosures: | |||||||||
| Interest paid | $ | 5,512 | $ | 5,509 | |||||
| Income taxes paid | $ | 13,920 | $ | 14,327 | |||||
See accompanying notes to interim consolidated financial statements.
6
SILICON VALLEY BANCSHARES AND SUBSIDIARIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
1. Summary of Significant Accounting Policies
Silicon Valley Bancshares and its subsidiaries (the "Company") offer its clients financial products and services through its five lines of banking and financial services: Our segments are described in Note 8 to the Interim Consolidated Financial Statements. Silicon Valley Bancshares is a bank holding company and a financial holding company whose principal subsidiary is Silicon Valley Bank (the "Bank"), a California-chartered bank, founded in 1983, and headquartered in Santa Clara, California. The Bank serves more than 9,800 clients across the country, through its 26 regional offices. The Bank has 12 offices throughout California and operates regional offices across the country, including Arizona, Colorado, Georgia, Illinois, Massachusetts, Minnesota, New York, North Carolina, Oregon, Pennsylvania, Texas, Virginia, and Washington. The Bank serves clients in all stages of growth from emerging-growth companies to corporate technology clients in the technology and life sciences markets, as well as the premium wine industry. We define "emerging-growth" clients as companies in the start-up or early stages of their lifecycle; these companies tend to be privately held, thinly capitalized and backed by venture capital; they tend to have few employees, primarily engaged in research and development, have brought relatively few products or services to market, and have no or little revenue. By contrast, the company defines "corporate technology" clients as companies that tend to be more mature; they may be relatively well capitalized, publicly traded and more established in the markets in which they participate, although not necessarily the leading players in the largest industries. Merger, acquisition, private placement and corporate partnering services are provided through the Company's wholly-owned investment banking subsidiary, SVB Alliant, whose offices are in California and Massachusetts.
The accounting and reporting policies of the Company conform with accounting principles generally accepted in the United States of America. Certain reclassifications have been made to the Company's 2003 interim consolidated financial statements to conform to the 2004 presentations. Such reclassifications had no effect on the results of operations or stockholders' equity.
Descriptions of the Company's significant accounting policies are included in the Company's 2003 Annual Report on Form 10-K under "Item 8. Consolidated Financial Statements and Supplementary DataNote 1 to the Consolidated Financial StatementsSummary of Significant Accounting Policies." As of June 30, 2004, there have been no significant changes to these policies, except as included herein.
Basis of Presentation and Preparation
Consolidation
The Consolidated Financial Statements include the accounts of Silicon Valley Bancshares and those of its wholly-owned subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. SVB Strategic Investors, LLC, SVB Strategic Investors II, LLC and Silicon Valley BancVentures, Inc., as general partners, are considered to have significant influence over the operating and financing policies of non wholly-owned affiliates, SVB Strategic Investors Fund, L.P., SVB Strategic Investors Fund, L.P. II and Silicon Valley BancVentures, L.P., respectively. The limited partners of SVB Strategic Investors Fund, L.P., SVB Strategic Investors Fund, L.P. II and Silicon Valley BancVentures, L.P. hold no substantive participating rights, therefore, the assets, liabilities, partners' capital and results of operations are included in the Company's Interim Consolidated Financial Statements. Minority interest in the capital of consolidated affiliates primarily represents the minority participants' share of the equity of SVB Strategic Investors Fund, L.P., SVB Strategic Investors Fund, L.P. II and Silicon Valley BancVentures, L.P.
7
Similar accounting is applied to SVB Woodside Financial, the general partner of Taurus Growth Partners, L.P. and Libra Partners, L.P., see the Company's 2003 Annual Report on Form 10-K under "Item 8. Consolidated Financial Statements and Supplementary DataNote 2 to the Consolidated Financial StatementsBusiness Combinations."
The preparation of interim consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and judgments that affect the reported amounts of assets and liabilities as of the balance sheet date and the results of operations for the reported periods. Actual results could differ materially from those estimates. An estimate of possible changes or a range of possible changes cannot be made. For more information on the Company's critical accounting policies and estimates, refer to "Part 1, Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsCritical Accounting Policies and Estimates."
In the opinion of Management, the interim consolidated financial statements contain all adjustments (consisting of only normal, recurring adjustments) necessary to present fairly the Company's consolidated financial position at June 30, 2004, and the interim results of its operations and interim cash flows for the three and six months ended June 30, 2004 and 2003. The December 31, 2003 Consolidated Balance Sheet was derived from audited financial statements. Certain information and footnote disclosures normally presented have been omitted from this report. The results of operations for the three and six months ended June 30, 2004, may not necessarily be indicative of the Company's operating results for the full year. The interim consolidated financial statements should be read in conjunction with the Consolidated Financial Statements and Notes thereto included in the Company's 2003 Annual Report on Form 10-K.
Earnings Per Share
Basic earnings per share (EPS) excludes dilution and is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. If the Company had earned a profit during the three month period ended June 30, 2003, we would have added 1.1 million common equivalent shares to our basic weighted-average shares outstanding.
Income from Client Warrants
Unexercised warrant equity instruments in private companies are initially recorded at a nominal value on the Company's interim consolidated balance sheets. They are carried at this value until they become marketable or expire.
Gains on warrant equity instruments that result from a portfolio company being acquired by a publicly-traded company are marked to market when the acquisition occurs. The resulting gains are recognized into net income on that date, in accordance with Emerging Issues Task Force, Issue No. 91-5, "Nonmonetary Exchange of Cost-Method Investments."
Unrealized gains on warrant equity instruments are recorded upon the establishment of a readily determinable fair value of the underlying security, as defined by Statement of Financial Accounting Standard (SFAS) No.115, "Accounting for Certain Investments in Debt and Equity Instruments," and are excluded from net income and are reported in accumulated other comprehensive income, which is a separate component of stockholders' equity.
Further fluctuations in the market value of these marketable equity instruments, prior to eventual sale, are excluded from net income and are reported in accumulated other comprehensive income, which is a separate component of stockholders' equity. Gains or losses on warrant equity instruments
8
are recorded in our consolidated net income in the period the underlying securities are sold to a third party.
Stock-Based Compensation
The Company has elected to follow Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB No. 25"), and related interpretations, in accounting for its employee stock options rather than the alternative fair value accounting allowed by SFAS No. 123, "Accounting for Stock-Based Compensation," as amended by SFAS No. 148, "Accounting for Stock-Based CompensationTransition and Disclosure." APB No. 25 provides that the compensation expense relative to the Company's employee stock options is measured based on the intrinsic value of the stock option. SFAS No. 123 as amended by SFAS No. 148 requires companies that continue to follow APB No. 25 to provide a pro-forma disclosure of the impact of applying the fair value method of SFAS No. 123. The Company accounts for stock issued to non-employees in accordance with the provisions of SFAS No. 123 and Financial Accounting Standards Board (FASB) Interpretation No. 44, "Accounting for Certain Transactions Involving Stock Compensation."
Had compensation cost related to both the Company's stock option awards to employees and directors and to the Employee Stock Purchase Plan been determined under the fair value method prescribed under SFAS No. 123, the Company's net income, basic earnings per share, and diluted earnings per share would have been the pro-forma amounts below:
| |
For the three months ended June 30, |
For the six months ended June 30, |
||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| |
2004 |
2003 |
2004 |
2003 |
||||||||||
| |
(Dollars in thousands, except per share amounts) |
|||||||||||||
| Net income (loss), as reported | $ | 15,708 | $ | (576 | ) | $ | 29,718 | $ | 9,842 | |||||
| Add: Stock-based compensation expense included in reported net income, net of tax | 286 | 253 | 418 | 391 | ||||||||||
| Less: Total stock-based employee compensation expense determined under fair value based method, net of tax |
(4,179 | ) | (4,836 | ) | (8,459 | ) | (8,548 | ) | ||||||
| Net income (loss), pro-forma | $ | 11,815 | $ | (5,159 | ) | $ | 21,677 | $ | 1,685 | |||||
| Basic income (loss) per share: | ||||||||||||||
| As reported | $ | 0.45 | $ | (0.02 | ) | $ | 0.85 | $ | 0.26 | |||||
| Pro-forma | 0.34 | (0.14 | ) | 0.62 | 0.04 | |||||||||
| Diluted income (loss) per share: | ||||||||||||||
| As reported | ||||||||||||||