As filed with the Securities and Exchange Commission on August 13, 2002
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, 2002 |
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: 33-41102
|
SILICON VALLEY BANCSHARES |
||
|
(Exact name of registrant as specified in its charter) |
||
|
|
|
|
|
Delaware |
|
91-1962278 |
|
(State or other jurisdiction of incorporation or organization) |
|
(I.R.S. Employer Identification No.) |
|
|
|
|
|
3003 Tasman Drive |
|
95054-1191 |
|
(Address of principal executive offices) |
|
(Zip Code) |
|
|
|
|
|
Registrant’s telephone number, including area code: (408) 654-7400 |
||
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
At July 31, 2002, 44,442,132 shares of the registrant’s common stock ($0.001 par value) were outstanding.
TABLE OF CONTENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2
PART I - FINANCIAL INFORMATION
SILICON VALLEY BANCSHARES AND SUBSIDIARIES
|
(Dollars in thousands, except par value) |
|
June 30, |
|
December 31, |
|
||
|
|
|
|
|
|
|
||
|
Assets: |
|
|
|
|
|
||
|
Cash and due from banks |
|
$ |
231,247 |
|
$ |
228,318 |
|
|
Federal funds sold and securities purchased under agreement to resell |
|
154,869 |
|
212,214 |
|
||
|
Investment securities |
|
1,460,659 |
|
1,833,162 |
|
||
|
Loans, net of unearned income |
|
1,868,877 |
|
1,767,038 |
|
||
|
Allowance for loan losses |
|
(76,000 |
) |
(72,375 |
) |
||
Net loans |
|
1,792,877 |
|
1,694,663 |
|
||
Premises and equipment |
|
20,495 |
|
21,719 |
|
||
Goodwill |
|
98,638 |
|
96,380 |
|
||
|
Accrued interest receivable and other assets |
|
72,985 |
|
85,621 |
|
||
|
Total assets |
|
$ |
3,831,770 |
|
$ |
4,172,077 |
|
|
|
|
|
|
|
|
||
|
Liabilities, Minority Interest, and Stockholders’ Equity: |
|
|
|
|
|
||
|
Liabilities: |
|
|
|
|
|
||
|
Deposits: |
|
|
|
|
|
||
Noninterest-bearing demand |
|
$ |
1,533,009 |
|
$ |
1,737,663 |
|
|
NOW |
|
50,683 |
|
25,401 |
|
||
|
Money market |
|
792,089 |
|
894,949 |
|
||
|
Time |
|
617,398 |
|
722,964 |
|
||
|
Total deposits |
|
2,993,179 |
|
3,380,977 |
|
||
|
Short-term borrowings |
|
41,734 |
|
41,203 |
|
||
|
Other liabilities |
|
42,573 |
|
29,781 |
|
||
|
Long-term debt |
|
26,105 |
|
25,685 |
|
||
|
Total liabilities |
|
3,103,591 |
|
3,477,646 |
|
||
|
|
|
|
|
|
|
||
|
Company obligated mandatorily redeemable trust preferred securities of subsidiary trust holding solely junior subordinated debentures (trust preferred securities) |
|
38,780 |
|
38,641 |
|
||
|
Minority interest |
|
30,556 |
|
28,275 |
|
||
|
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; 45,654,069 and 45,390,007 shares outstanding at June 30, 2002 and December 31, 2001, respectively |
|
46 |
|
45 |
|
||
|
Additional paid-in capital |
|
196,387 |
|
196,143 |
|
||
|
Retained earnings |
|
451,597 |
|
423,252 |
|
||
|
Unearned compensation |
|
(1,062 |
) |
(1,600 |
) |
||
|
Accumulated other comprehensive income: |
|
|
|
|
|
||
|
Net unrealized gains on available-for-sale investments |
|
11,875 |
|
9,675 |
|
||
|
Total stockholders’ equity |
|
658,843 |
|
627,515 |
|
||
|
Total liabilities, minority interest, and stockholders’ equity |
|
$ |
3,831,770 |
|
$ |
4,172,077 |
|
See notes to interim consolidated financial statements.
3
SILICON VALLEY BANCSHARES AND SUBSIDIARIES
INTERIM CONSOLIDATED STATEMENTS OF INCOME
|
|
|
For the three months ended |
|
For the six months ended |
|
||||||||
|
(Dollars in thousands, except per share amounts) |
|
June 30, |
|
June 30, |
|
June 30, |
|
June 30, |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Interest income: |
|
|
|
|
|
|
|
|
|
||||
|
Loans |
|
$ |
39,652 |
|
$ |
49,617 |
|
$ |
77,977 |
|
$ |
100,522 |
|
|
Investment securities |
|
13,468 |
|
22,850 |
|
29,283 |
|
51,030 |
|
||||
|
Federal funds sold and securities purchased under agreement to resell |
|
591 |
|
6,856 |
|
836 |
|
22,231 |
|
||||
|
Total interest income |
|
53,711 |
|
79,323 |
|
108,096 |
|
173,783 |
|
||||
|
Interest expense: |
|
|
|
|
|
|
|
|
|
||||
|
Deposits |
|
4,162 |
|
9,404 |
|
9,060 |
|
22,128 |
|
||||
|
Other borrowings |
|
476 |
|
— |
|
961 |
|
— |
|
||||
|
Total Interest Expense |
|
4,638 |
|
9,404 |
|
10,021 |
| ||||||