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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                              .

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.





TABLE OF CONTENTS

PART I—FINANCIAL INFORMATION

ITEM 1.

 

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

 

 

CONSOLIDATED BALANCE SHEETS

 

 

CONSOLIDATED STATEMENTS OF INCOME

 

 

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

 

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

 

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

ITEM 2.

 

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ITEM 3.

 

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 4.

 

CONTROLS AND PROCEDURES

PART II—OTHER INFORMATION

ITEM 1.

 

LEGAL PROCEEDINGS

ITEM 2.

 

CHANGES IN SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASES OF EQUITY SECURITIES

ITEM 3.

 

DEFAULTS UPON SENIOR SECURITIES

ITEM 4.

 

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

ITEM 5.

 

OTHER INFORMATION

ITEM 6.

 

EXHIBITS AND REPORTS ON FORM 8-K

SIGNATURES

INDEX TO EXHIBITS

2



PART I—FINANCIAL INFORMATION

ITEM 1—INTERIM 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 share—basic   $ 0.45   $ (0.02 ) $ 0.85   $ 0.26  
Earnings (loss) per common share—diluted   $ 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 Data—Note 1 to the Consolidated Financial Statements—Summary 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 Data—Note 2 to the Consolidated Financial Statements—Business 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 Operations—Critical 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 Compensation—Transition 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