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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.
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 | 0.43 | (0.02 | ) | 0.81 | 0.25 | |||||||||
Pro-forma | 0.33 | (0.13 | ) | 0.61 | 0.05 |
Refer to the Company's 2003 Annual Report on Form 10-K under "Item 8. Consolidated Financial Statements and Supplementary DataNote 18 to the Consolidated Financial StatementsEmployee Benefit Plans" for assumptions used in calculating the pro-forma amounts above.
2. Business Combinations
On September 28, 2001, the Company completed its acquisition of SVB Alliant (formerly known as Alliant Partners) and has included its results of operations in the Company's consolidated results of operations since that date. The acquisition has allowed the Company to strengthen its investment banking platform for its clients.
The Company agreed to purchase the assets of SVB Alliant for a total of $100.0 million, due in several installments of cash and/or common stock. These installments are payable over four years
9
between September 30, 2001 and September 30, 2005. As of June 30, 2004, the first three installments aggregating $81.3 million have been paid in cash, and the remaining $18.7 million, which was discounted at prevailing forward market interest rates of approximately 3.3% at the time of purchase, are recorded as short-term and long-term debt.
In addition to the fixed purchase price, the sellers received certain contingent purchase price payments including 75% of the pre-tax income of SVB Alliant for the twelve-month period ended September 28, 2002, which totaled approximately $2.4 million.
Furthermore, the agreement provides for the Company to pay to the sellers an amount equal to fifteen times the amount by which SVB Alliant's cumulative after-tax net income from October 1, 2002 to September 30, 2005 exceeds $26.5 million, provided, however, that the aggregate amount of any deferred earn-out payment payable shall not exceed $75.0 million. SVB Alliant's cumulative after-tax net loss, from October 1, 2002 through June 30, 2004 was $36.3 million.
The Company also agreed to make retention payments aggregating $5.0 million in equal annual installments on September 28, 2003, 2004, and 2005, of which, the first installment was paid in late 2003.
The purchase price was allocated to the assets acquired and liabilities assumed, based on the estimated net fair values at the date of acquisition of approximately $0.5 million. The excess of purchase price over the estimated fair values of the net assets acquired was recorded as goodwill. The business combinations were recorded in accordance with SFAS No. 141. See "Note 6 and Note 7 to the Interim Consolidated Financial StatementsGoodwill, and Short-term Borrowings and Long-term Debt."
3. Earnings Per Share (EPS)
The following is a reconciliation of basic EPS to diluted EPS for the three and six months ended June 30, 2004 and 2003.
|
For the three months ended June 30, |
For the six months ended June 30, |
||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
(Dollars and shares in thousands, except per share amounts) |
Net Income |
Shares |
Per Share Amount |
Net Income |
Shares |
Per Share Amount |
||||||||||
2004: | ||||||||||||||||
Basic EPS: | ||||||||||||||||
Income available to common stockholders | $ | 15,708 | 35,049 | $ | 0.45 | $ | 29,718 | 34,965 | $ | 0.85 | ||||||
Effect of Dilutive Securities: | ||||||||||||||||
Stock options and restricted stock | | 1,868 | | | 1,849 | | ||||||||||
Diluted EPS: |
||||||||||||||||
Income available to common stockholders plus assumed conversions | $ | 15,708 | 36,917 | $ | 0.43 | $ | 29,718 | 36,814 | $ | 0.81 | ||||||
2003: |
||||||||||||||||
Basic EPS: | ||||||||||||||||
Income (loss) available to common stockholders | $ | (576 | ) | 36,735 | $ | (0.02 | ) | $ | 9,842 | 37,909 | $ | 0.26 | ||||
Effect of Dilutive Securities: | ||||||||||||||||
Stock options and restricted stock | | | | | 908 | | ||||||||||
Diluted EPS: | ||||||||||||||||
Income (loss) available to common stockholders plus assumed conversions | $ | (576 | ) | 36,735 | $ | (0.02 | ) | $ | 9,842 | 38,817 | $ | 0.25 | ||||
10
The detailed composition of the Company's investment securities is presented as follows:
(Dollars in thousands) |
June 30, 2004 |
December 31, 2003 |
|||||
---|---|---|---|---|---|---|---|
Available-for-sale securities, at fair value | $ | 1,967,491 | $ | 1,479,383 | |||
Marketable equity securities (investment company accounting)(1) | 1,131 | | |||||
Non-marketable securities (investment company accounting) | |||||||
Venture capital fund investments(2) | 42,427 | 30,149 | |||||
Other private equity investments(3) | 12,402 | 10,097 | |||||
Other Investments(4) | 1,500 | | |||||
Non-marketable securities (cost basis accounting) | |||||||
Venture capital fund investments | 25,476 | 25,196 | |||||
Tax credit funds | 15,310 | 16,551 | |||||
Federal Home Loan Bank stock | 12,532 | 3,009 | |||||
Federal Reserve Bank stock | 7,771 | 7,467 | |||||
Other private equity investments | 1,955 | 3,582 | |||||
Total investment securities | $ | 2,087,995 | $ | 1,575,434 | |||
The following tables present the total commitments, funded commitments, and carrying value of the Company's venture capital and other private equity investments at June 30, 2004. The table also presents net investment gains (losses) for the six months ended June 30, 2004. The carrying value of the Company's venture capital and other private equity investments at and for the year ended December 31, 2003, are included in "Item 8. Consolidated Financial Statements and Supplementary
11
DataNote 6 to the Consolidated Financial StatementsInvestment Securities" in the Company's 2003 Annual Report on Form 10-K.
|
(As consolidated) |
||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Venture Capital Funds |
Other Private Equity |
|
||||||||||||||||
|
Wholly-owned Fund Investments |
Funds of Funds |
Wholly-owned Equity Investments |
Co-Investment Fund |
Debt Fund |
Total |
|||||||||||||
|
(Dollars in thousands) |
||||||||||||||||||
Commitments by investors to managed funds | $ | | $ | 171,800 | $ | | $ | 56,100 | $ | 47,000 | $ | 274,900 | |||||||
Commitments to investments | 57,844 | 142,975 | 16,027 | 22,911 | 1,501 | 241,258 | |||||||||||||
Commitments funded | 42,996 | 59,420 | 16,027 | 22,911 | 1,501 | 142,855 | |||||||||||||
Inception to date distributions | 48,831 | 3,724 | 8,902 | 4,175 | | 65,632 | |||||||||||||
Current cost of investments | |||||||||||||||||||
Marketable | 8 | | 24 | 1,189 | 1 | 1,222 | |||||||||||||
Non-marketable | 25,476 | 56,733 | 1,955 | 17,130 | 1,500 | 102,794 | |||||||||||||
25,484 | 56,733 | 1,979 | 18,319 | 1,501 | 104,016 | ||||||||||||||
Carrying value | |||||||||||||||||||
Marketable | 16 | | 186 | 1,046 | 84 | 1,332 | |||||||||||||
Non-marketable | 25,476 | 42,427 | 1,955 | 12,402 | 1,500 | 83,760 | |||||||||||||
25,492 | 42,427 | 2,141 | 13,448 | 1,584 | 85,092 | ||||||||||||||
Net investment (losses) gains |
(1,394 |
) |
878 |
371 |
747 |
84 |
686 |
|
(The Company's ownership interest) |
|
|||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Venture Capital Funds |
Other Private Equity |
|
||||||||||||||||
|
Wholly-owned |
Managed Funds of Funds |
Wholly-owned |
Managed Venture Capital Fund |
Venture Debt Fund |
Total |
|||||||||||||
|
(Dollars in thousands) |
||||||||||||||||||
Commitments to investments | $ | 57,844 | $ | 28,500 | $ | 16,027 | $ | 6,000 | $ | 25,000 | $ | 133,371 | |||||||
Current cost of investments | 25,484 | 6,800 | 1,979 | 1,959 | 798 | 37,020 | |||||||||||||
Carrying value | 25,492 | 5,200 | 2,141 | 1,438 | 843 | 35,114 | |||||||||||||
Net investment (losses) gains | (1,394 | ) | 83 | 371 | 80 | 45 | (815 | ) |
12
5. Loans and Allowance for Loan Losses
The detailed composition of loans, net of unearned income of $13.7 million and $12.3 million, at June 30, 2004, and December 31, 2003, respectively, is presented in the following table:
(Dollars in thousands) |
June 30, 2004 |
December 31, 2003 |
|||||
---|---|---|---|---|---|---|---|
Commercial | $ | 1,763,670 | $ | 1,703,986 | |||
Vineyard development |
74,011 |
50,118 |
|||||
Commercial real estate | 8,759 | 12,204 | |||||
Total real estate construction | 82,770 | 62,322 | |||||
Real estate termconsumer |
24,992 |
19,213 |
|||||
Real estate termcommercial | 14,190 | 12,902 | |||||
Total real estate term | 39,182 | 32,115 | |||||
Consumer and other | 228,813 | 190,806 | |||||
Total loans, net of unearned income | $ | 2,114,435 | $ | 1,989,229 | |||
The activity in the allowance for loan losses for the three and six months ended June 30, 2004 and 2003 was as follows:
|
Three months ended June 30, |
Six months ended June 30, |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
(Dollars in thousands) |
|||||||||||||
2004 |
2003 |
2004 |
2003 |
||||||||||
Beginning balance | $ | 63,300 | $ | 70,000 | $ | 64,500 | $ | 70,500 | |||||
Provision for loan losses | (2,759 | ) | 1,162 | (2,742 | ) | 4,546 | |||||||
Loans charged off | (3,067 | ) | (4,696 | ) | (7,121 | ) | (13,400 | ) | |||||
Recoveries | 4,426 | 3,034 | 7,263 | 7,854 | |||||||||
Ending balance | $ | 61,900 | $ | 69,500 | $ | 61,900 | $ | 69,500 | |||||
The aggregate recorded investment in loans for which impairment has been determined in accordance with SFAS No. 114 totaled $12.6 million and $16.7 million at June 30, 2004, and June 30, 2003, respectively. Allocations of the allowance for loan losses specific to impaired loans totaled $3.8 million at June 30, 2004, and $8.7 million at June 30, 2003. Average impaired loans for the second quarter of 2004 and 2003 totaled $13.7 million and $18.9 million, respectively.
6. Goodwill
The Company's total goodwill balance was $37.5 million at June 30, 2004 and December 31, 2003. Substantially all of the Company's goodwill pertains to the acquisition of SVB Alliant and a minor portion relates to the acquisition of Woodside Asset Management, Inc.
As discussed in the 2003 Annual Report on Form 10-K under "Item 8. Consolidated Financial Statements and Supplementary DataNote 1 to the Consolidated Financial StatementsSignificant Accounting Policies", we adopted the provisions of Statement of Financial Accounting Standard No. 142 ("SFAS No.142"), "Goodwill and Other Intangible Assets" on January 1, 2002. Under this standard, we are required to test intangible assets identified as having an indefinite useful life for impairment.
During the 2004 second quarter, the Company conducted its annual valuation analysis of the SVB Alliant reporting unit in accordance with SFAS No. 142, based primarily on forecasted discounted cash
13
flow analyses. The valuation analysis of SVB Alliant indicated no further impairment beyond that already identified in the valuation analyses performed on that reporting unit as of June 30, 2003 and again as of December 31, 2003, which had previously indicated impairment of goodwill of $17.0 million and $46.0 million, respectively. The Company expensed these amounts to continuing operations as impairment charges during the second and fourth quarters of 2003, respectively.
For a description of the Company's accounting policies relating to goodwill, refer to the 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."
7. Short-term Borrowings and Long-term Debt
The following table represents the outstanding short-term borrowings and long-term debt at June 30, 2004 and December 31, 2003:
(Dollars in thousands) |
Maturity |
June 30, 2004 |
December 31, 2003 |
||||||
---|---|---|---|---|---|---|---|---|---|
Short-term borrowings: | |||||||||
Short-term note payable(1) | September 28, 2004 | $ | 9,263 | $ | 9,124 | ||||
Federal funds purchased | July 1, 2004 | 25,000 | | ||||||
Total short-term borrowings | $ | 34,263 | $ | 9,124 | |||||
Long-term debt: | |||||||||
Long-term note payable(1) | September 28, 2005 | $ | 8,979 | $ | 8,837 | ||||
Convertible subordinated notes | June 15, 2008 | 146,268 | 145,797 | ||||||
Junior subordinated debentures | October 30, 2033 | 50,558 | 49,652 | ||||||
Total long-term debt | $ | 205,805 | $ | 204,286 | |||||
On June 30, 2004, the company entered into federal funds purchased arrangements with an average interest rate of 1.4% repayable on July 1, 2004.
On May 20, 2003, the Company issued $150.0 million of zero-coupon, convertible subordinated notes at face value, due June 15, 2008, to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933 and outside the United States to non-US persons pursuant to Regulation S under the Securities Act. The notes are convertible into the Company's common stock at a conversion price of $33.6277 per share and are subordinated to all present and future senior debt of the Company. Holders of the notes may convert their notes only if: (i) the price of the Company's common stock issuable upon conversion of a note reaches a specified threshold, (ii) specified corporate transactions occur, or (iii) the trading price for the notes falls below certain thresholds. At the initial conversion price, each $1,000 principal amount of notes will be convertible into approximately 29.7374 shares of the Company's common stock. The Company filed a shelf registration statement with respect to the resale of the notes and the common stock issuable upon the conversion of the notes with the SEC on August 14, 2003. The fair value of the convertible subordinated notes at June 30, 2004 was $189.3 million, based on quoted market prices. This debt will be convertible in the 2004 third quarter, since the Company's stock price was $39.65 at June 30, 2004, which exceeded the conversion threshold. The potential dilutive effect of this contingently convertible debt as of June 30, 2004 was excluded from the calculation of earnings per share in 2004 and 2003 in accordance with the provisions of SFAS No. 128 and EITF 90-19.
14
Concurrent with the issuance of the convertible notes, the Company entered into convertible note hedge and warrant transactions with respect to its common stock, with the objective of limiting its exposure to potential dilution from conversion of the notes. The terms and conditions of the convertible note hedge are disclosed in "Part I. Financial InformationItem 1. Notes to the Interim Consolidated Financial StatementsNote 8 to the Interim Consolidated Financial StatementsDerivative Financial Instruments." The proceeds of the warrant transaction were included in stockholders' equity in accordance with the guidance in Emerging Task Force Issue No. 00-19, "Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company's Own Stock." Under the warrant agreement, Credit Suisse First Boston LLC may purchase up to approximately 4.4 million shares of the Company's common stock at $51.34 per share, upon the occurrence of conversion events defined above. The warrant transaction will expire on June 15, 2008.
7.0% Junior Subordinated Debentures
On October 30, 2003, the Company issued $51.5 million in 7.0% Junior Subordinated Debentures to a special-purpose trust, SVB Capital II. Distributions to SVB Capital II are cumulative and are payable quarterly at a fixed rate of 7.0% per annum of the face value of the Junior Subordinated Debentures. The Junior Subordinated Debentures are mandatorily redeemable upon the maturity of the debentures on October 15, 2033, or to the extent that there are any earlier redemptions of any debentures by the Company. The Company may redeem the debentures prior to maturity in whole or in part, at its option, at any time on or after October 30, 2008. In addition, the Company may redeem the debentures, in whole but not in part, prior to October 30, 2008 upon the occurrence of certain events. Issuance costs of $2.2 million related to the Junior Subordinated Debentures were deferred and are being amortized over the period until mandatory redemption of the debentures in October 2033. Also see "Note 8. Derivative Financial Instruments" below. The fair value of the 7.0% Junior Subordinated Debentures was estimated to be $45.4 million as of June 30, 2004.
Available Lines of Credit
The Company currently has available federal funds and lines of credit facilities totaling $169.0 million, of which $139.0 million were unused at June 30, 2004.
8. Derivative Financial Instruments
Derivative instruments that the Company uses as a part of its interest rate risk management may include interest rate swaps, caps and floors and forward contracts.
On October 30, 2003, the Company entered into an interest rate swap agreement with a notional amount of $50.0 million. This agreement hedges against the risk of changes in fair value associated with the Company's Junior Subordinated Debentures. The terms of this interest rate hedge agreement provide for a swap of the Company's 7.0% fixed rate payment for a variable rate based on London Inter-Bank Offer Rate (LIBOR) plus a spread. Because the swap meets the criteria for the "short cut" treatment under SFAS No. 133, the benefit or expense is recorded in the period incurred. This derivative agreement provided a benefit of $0.6 million and $1.2 million for the three and six months ended June 30, 2004. The swap agreement mirrors the terms of the Junior Subordinated Debentures and therefore is callable by the counterparty anytime after October 30, 2008. The Company assumes no ineffectiveness as the swap agreement meets the short-cut method requirements under SFAS No. 133 for fair value hedges of debt instruments. As a result, changes in the fair value of the swap are offset by changes in the fair value of the Junior Subordinated Debentures, and no net gain or loss is recognized in earnings. Changes in the fair value of the derivative agreement and the Junior Subordinated Debentures are primarily dependent on changes in market interest rates. The derivative instrument had a fair value of $1.2 million, which was recorded in other assets at June 30, 2004.
15
On May 15, 2003, the Company entered into a convertible note hedge agreement (purchased call option) with Credit Suisse First Boston LLC (the Counterparty) with respect to its common stock, to limit its exposure to potential dilution from conversion of the Company's $150.0 million principal amount of zero coupon convertible notes. Upon the occurrence of conversion events, the Company has the right to purchase up to approximately 4.4 million of its common stock from the Counterparty at a price of $33.6277 per common share. The convertible note hedge agreement will expire on June 15, 2008. The Company has the option to settle any amounts due under the convertible hedge either in cash or net shares of its common stock. The cost of the convertible note hedge is included in stockholders' equity in accordance with the guidance in Emerging Task Force Issue No. 00-19, "Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company's Own Stock."
For the Company's Foreign Exchange Contracts and Foreign Currency Option Contracts, see the Company's 2003 Annual Report on Form 10-K.
9. Operating Segments
The Company is organized into five lines of banking and financial services for management reporting: Commercial Banking, Merchant Banking (SVB Capital), Investment Banking (SVB Alliant), Private Client Services (formerly Private Banking), and Other Business Services. These operating segments are strategic units that offer different services to different clients. They are managed separately because each segment appeals to different markets and, accordingly, requires different strategies. The results of operating segments are based on the Company's management reporting process, which assigns assets, liabilities, income, and expenses to the aforementioned operating segments. This process is dynamic and there is no comprehensive, authoritative guidance for management reporting. The management reporting process measures the performance of operating segments based on the Company's management structure and is not necessarily comparable with similar information for other financial services companies. Changes in the management structure and/or the allocation process have resulted, and may in the future result in, changes in the Company's allocation methodology as this process is under constant refinement. In the event of such changes, results for prior periods have been, and may be, restated for comparability, and to reflect changes in the Company's allocation methodology.
As of June 30, 2004, based on the quantitative threshold for determining reportable segments as required by SFAS No. 131 "Disclosures About Segments of an Enterprise and Related Information," the Company's reportable segments are: Commercial Banking, which is the principal operating segment of the Company, Merchant Banking (SVB Capital), and Investment Banking (SVB Alliant). Private Client Services does not meet the separate reporting thresholds as defined by SFAS No. 131 and as such has been combined with other business services for segment reporting purposes.
Commercial Banking provides services to commercial clients in the technology, life science and premium wine industry niches. Lending services, include traditional term loans, commercial finance lending, and structured finance lending. The segment's cash management services unit provides deposit services, collection services, disbursement services, electronic funds transfers, and online banking through SVBeConnect. Commercial Banking's International services unit provides trade services, foreign exchange services, export trade finance, and international cash management. Investment and advisory services are provided through Silicon Valley Bank's broker-dealer subsidiary, SVB Securities, which includes mutual funds, fixed income securities, and investment reporting and monitoring. Also under Commercial Banking, SVB Asset Management one of the Bank's registered investment advisor subsidiaries, actively manages commercial client investment portfolios.
Merchant Banking (SVB Capital) makes private equity and venture capital fund investments, international alliances and manages three limited partnerships: a venture capital fund and two funds of
16
funds. Merchant Banking also provides the lending, deposit, cash management, international, and investment banking services to venture capital firms and other private equity firms.
Investment Banking (SVB Alliant) provides merger and acquisition, private placement, and corporate partnering services.
Private Client Services and Other segment includes Private Client Services and Other Business Services. Private Client Services provides a wide array of loan, personal asset management, mortgage services, and trust and estate planning tailored for high-net-worth individuals. It also provides investment advisory services to these high-net-worth clients through the Company's subsidiary Woodside Asset Management, Inc. The Other Business Services unit provides Web-based business services and professional services. The Private Client Services and Other segment also includes necessary adjustments to reconcile segment data to the interim consolidated financial statements.
The Company's primary source of revenue is from net interest income. Thus, the Company's segments are reported below using net interest income. The Company also evaluates performance based on noninterest income and noninterest expense, which are presented as measures of segment profit and loss. The Company does not allocate income taxes to its segments. Additionally, the
17
Company's management reporting model is predicated on average asset balances, therefore, it is not possible to provide period-end asset balances for segment reporting purposes.
|
Commercial Banking |
Merchant Banking (SVB Capital) |
Investment Banking (SVB Alliant) |
Private Client Services and Other |
Total |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
(Dollars in thousands) |
|||||||||||||||
Second quarter of 2004 | ||||||||||||||||
Net interest income | $ | 39,681 | $ | 2,803 | $ | | $ | 12,545 | $ | 55,029 | ||||||
Provision for loan losses(1) | (1,355 | ) | (4 | ) | | (1,400 | ) | (2,759 | ) | |||||||
Noninterest income (loss)(2) | 16,854 | 4,363 | 10,897 | (606 | ) | 31,508 | ||||||||||
Noninterest expense(3) | 42,287 | 5,334 | 10,501 | 5,528 | 63,650 | |||||||||||
Minority interest | | 652 | | (719 | ) | (67 | ) | |||||||||
Income before income taxes | 15,603 | 2,488 | 396 | 7,092 | 25,579 | |||||||||||
Total average loans |
1,567,596 |
83,966 |
|
229,418 |
1,880,980 |
|||||||||||
Total assets(4) | 3,625,749 | 577,527 | 68,667 | 442,997 | 4,714,940 | |||||||||||
Total average deposits | 3,236,317 | 545,149 | | 117,029 | 3,898,495 | |||||||||||
Period-end goodwill | | | 35,638 | 1,911 | 37,549 | |||||||||||
Second quarter of 2003 |
||||||||||||||||
Net interest income | $ | 38,055 | $ | 2,895 | $ | 14 | $ | 5,736 | $ | 46,700 | ||||||
Provision for loan losses(1) | 1,469 | | | (307 | ) | 1,162 | ||||||||||
Noninterest income (loss)(2) | 13,453 | 690 | 4,641 | (1,279 | ) | 17,505 | ||||||||||
Noninterest expense(3) | 35,054 | 4,537 | 20,258 | 7,354 | 67,203 | |||||||||||
Minority interest | | 487 | | 2,278 | 2,765 | |||||||||||
Income (loss) before income taxes | 14,985 | (465 | ) | (15,603 | ) | (312 | ) | (1,395 | ) | |||||||
Total average loans |
1,524,815 |
69,279 |
|
230,440 |
1,824,534 |
|||||||||||
Total assets(4) | 2,797,922 | 507,049 | 91,442 | 494,151 | 3,890,564 | |||||||||||
Total average deposits | 2,499,871 | 483,430 | | 154,027 | 3,137,328 | |||||||||||
Period-end Goodwill | | | 81,637 | 1,911 | 83,548 | |||||||||||
First six months of 2004 |
||||||||||||||||
Net interest income | $ | 77,764 | $ | 5,370 | $ | | $ | 22,715 | $ | 105,849 | ||||||
Provision for loan losses(1) | (137 | ) | | | (2,605 | ) | (2,742 | ) | ||||||||
Noninterest income(2) | 32,581 | 8,197 | 14,985 | 631 | 56,394 | |||||||||||
Noninterest expense(3) | 79,041 | 10,089 | 14,623 | 13,066 | 116,819 | |||||||||||
Minority interest | | 1,123 | | (1,671 | ) | (548 | ) | |||||||||
Income before income taxes | 31,441 | 4,601 | 362 | 11,214 | 47,618 | |||||||||||
Total average loans |
1,544,969 |
74,113 |
|
224,954 |
1,844,036 |
|||||||||||
Total assets(4) | 3,418,001 | 548,215 | 67,111 | 534,965 | 4,568,292 | |||||||||||
Total average deposits | 3,119,950 | 524,596 | | 114,796 | 3,759,342 | |||||||||||
First six months of 2003 |
||||||||||||||||
Net interest income | $ | 76,805 | $ | 6,115 | $ | 27 | $ | 11,731 | $ | 94,678 | ||||||
Provision for loan losses(1) | 5,355 | | | (809 | ) | 4,546 | ||||||||||
Noninterest income (loss)(2) | 27,697 | 2,178 | 8,785 | (3,709 | ) | 34,951 | ||||||||||
Noninterest expense(3) | 70,814 | 8,758 | 23,226 | 14,513 | 117,311 | |||||||||||
Minority interest | | 1,057 | | 5,187 | 6,244 | |||||||||||
Income (loss) before income taxes | 28,333 | 592 | (14,414 | ) | (495 | ) | 14,016 | |||||||||
Total average loans |
1,528,018 |
79,150 |
|
233,258 |
1,840,426 |
|||||||||||
Total assets(4) | 2,843,995 | 514,652 | 91,442 | 442,463 | 3,892,552 | |||||||||||
Total average deposits | 2,514,429 | 485,413 | | 148,608 | 3,148,450 |
18
10. Common Stock Repurchase
$160.0 million share repurchase program authorized by the board of directors, effective May 7, 2003
On May 7, 2003, the Company announced that its board of directors authorized a stock repurchase program of up to $160.0 million. This program became effective immediately and replaced previously announced stock repurchase programs. The Company did not repurchase any shares under this program in the first half of 2004. Under this program, the Company repurchased in aggregate 4.5 million shares of common stock totaling $113.2 million in 2003. On May 20, 2003, the Company purchased 1.3 million shares of common stock for approximately $33.4 million in conjunction with the Company's convertible note offering. Additionally, during the second quarter of 2003, the Company entered into an accelerated stock repurchase agreement (ASR) for 3.2 million shares at an initial price of $79.9 million. The Company completed its settlement obligations under this ASR agreement in the third quarter of 2003.
$100.0 million share repurchase program authorized by the board of directors on September 16, 2002
From its inception through its termination on May 7, 2003, the Company repurchased 5.2 million shares of common stock totaling $94.3 million in conjunction with the $100.0 million share repurchase program. Under this program, the Company had repurchased 3.3 million shares of common stock totaling $59.7 million during 2002. A portion of the shares repurchased under this program was completed under an ASR agreement.
For terms of these ASR agreements, see our 2003 Annual Report on Form 10-K, under "Item 8. Consolidated Financial Statements and Supplementary Data, Note 15. Common Stock Repurchases".
11. Obligations Under Guarantees
The Company provides guarantees related to financial and performance standby letters of credit issued to its clients to enhance their credit standings and enable them to complete a wide variety of business transactions. Financial standby letters of credit are conditional commitments issued by the Company to guarantee the payment by a client to a third party (beneficiary). Financial standby letters of credit are primarily used to support many types of domestic and international payments. Performance standby letters of credit are issued to guarantee the performance of a client to a third party when certain specified future events have occurred. Performance standby letters of credit are primarily used to support performance instruments such as bid bonds, performance bonds, lease obligations, repayment of loans, and past due notices. These standby letters of credit have fixed expiration dates and generally require a fee paid by a client at the time the Company issues the commitment. Fees generated from these standby letters of credit are recognized in noninterest income over the commitment period.
The credit risk involved in issuing letters of credit is essentially the same as that involved with extending loan commitments to clients, and accordingly, we use a credit evaluation process and collateral requirements similar to those for loan commitments. The Company's standby letters of credit often are cash-secured by its clients. The actual liquidity needs or the credit risk that the Company has experienced historically have been lower than the contractual amount of letters of credit issued because a significant portion of these conditional commitments expire without being drawn upon.
The table below summarizes the Company's standby letter of credits at June 30, 2004. The maximum potential amount of future payments represents the amount that could be lost under the
19
standby letters of credit if there were a total default by the guaranteed parties, without consideration of possible recoveries under recourse provisions or from the collateral held or pledged.
|
Expires in one year or less |
Expires after one year |
Total amount outstanding |
Maximum amount of future payments |
||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
|
(dollars in thousands) |
|||||||||||
Financial standby | $ | 493,210 | $ | 58,450 | $ | 551,660 | $ | 551,660 | ||||
Performance standby | 3,677 | 4,220 | 7,897 | 7,897 | ||||||||
Total | $ | 496,887 | $ | 62,670 | $ | 559,557 | $ | 559,557 | ||||
At June 30, 2004 and 2003, the carrying amount of the liabilities related to financial and performance standby letters of credit was approximately $3.3 million and $2.2 million, respectively. At June 30, 2004 and 2003, cash collateral available to the Company to reimburse losses under financial and performance standby letters of credits was $220.0 million and $293.4 million respectively.
12. Subsequent Events
Rights Plan
On August 2, 2004, the Company and Wells Fargo Bank, N.A., as Rights Agent (the "Rights Agent"), executed Amendment No. 1 to the Amended and Restated Preferred Stock Rights Agreement, dated as of January 29, 2004, by and between the Company and the Rights Agent, to, among other things, change the Final Expiration Date (as such term is defined in the Restated Rights Agreement, as amended) from January 31, 2014 to January 31, 2008, and make certain conforming changes.
SVB Alliant
On September 28, 2001, the Company completed its acquisition of SVB Alliant (formerly known as Alliant Partners). In addition to the fixed purchase price, the acquisition agreement provided for certain additional contingent earn out payments of cash and/or common stock to be made by the Company to the sellers, based upon SVB Alliant's cumulative after-tax net income. See "Part 1, Item 1 Interim Consolidated financial Statements, Note 2Business Combinations"
On August 6, 2004, the Company and the founders of SVB Alliant (formerly known as Alliant Partners) agreed to release the Company (and its relevant Affiliates) from any prospective earn-out payments associated with SVB Alliant's after-tax net income, other than those associated with any change of control of the Company. In exchange for the release of the Earn Out Payments, the Company agreed to shorten the term of the non-compete agreements with certain of the founders of Alliant Partners.
20
ITEM 2MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Throughout the following management discussion and analysis when we refer to "Silicon Valley Bancshares," or "we" or similar words, we intend to include Silicon Valley Bancshares and all of its subsidiaries collectively, including Silicon Valley Bank. When we refer to "Bancshares," we are referring only to Silicon Valley Bancshares.
The following discussion and analysis of financial condition and results of operations should be read in conjunction with our interim consolidated financial statements and notes as presented in Part IItem 1 of this report and in conjunction with our 2003 Annual Report on Form 10-K as filed with the Securities and Exchange Commission (SEC). Certain reclassifications have been made to prior years' results to conform with 2004 presentations. Such reclassifications had no effect on our results of operations or stockholders' equity.
Executive Overview
For over 20 years, we have been dedicated to helping entrepreneurs succeed, specifically focusing on industries where we have deep knowledge and relationships. Our focus remains on the technology, life science, private equity, and premium wine niches. We continue to diversify our services to support our clients throughout their life cycles, regardless of their age or size. We offer a range of financial services that generate three distinct sources of income.
In part, our income is generated from interest rate differentials. The difference between the interest rates paid by us on interest-bearing liabilities, such as deposits and other borrowings, and the interest rates received on interest-earning assets, such as loans extended to clients and securities held in our investment portfolio, accounts for the major portion of our earnings. Our deposits are largely obtained from commercial clients within our technology, life science, private equity, and premium winery industry sectors, and, to a lesser extent, from individuals served by our private client services group. We do not obtain deposits from conventional retail sources and have no brokered deposits. As part of negotiated credit facilities and certain other services, we frequently obtain rights to acquire stock in the form of warrants in certain client companies.
Fee-based services also generate income for our business. We market our full range of financial services to all of our clients which includes private equity firms and venture capitalists. In addition to commercial banking and private client services, we offer fee-based merger and acquisition services, private placements, and investment and advisory services. Our ability to integrate and cross-sell our diverse financial services to our clients is a strength of our business model.
In addition, we seek to obtain equity returns through investments in direct private equity and venture capital fund investments. We also manage three limited partnerships: a venture capital fund and two funds that invest in venture capital funds.
We are able to offer our clients financial products and services through five lines of banking and financial services, as discussed in further detail below: Commercial Banking, Merchant Banking (SVB Capital), Investment Banking (SVB Alliant), Private Client Services and Other Business Services. These operating segments are strategic units that offer different services to different clients, and are managed separately because each segment appeals to different markets and, accordingly, require different strategies.
Commercial Banking
We provide solutions to the needs of our commercial clients in technology, life science and premium wine industry niches through our lending, deposit, cash management and global trade products and services.
21
Through our lending products and services, we extend loans and other credit facilities to our commercial clients, most often secured by our clients' assets. We offer a variety of loans, including term loans, equipment loans, revolving lines of credit, receivable based lines of credit, real estate loans, vineyard loans and financing of affordable housing projects. We often obtain warrants to purchase an equity position in a client company's stock in consideration for making loans to these clients.
We also provide deposit account related products and services to commercial clients to provide short and long-term cash management solutions. The deposit account products include traditional deposit and checking accounts, certificates of deposit and money market accounts. In connection with deposit accounts, we also provide lockbox and merchant services that facilitate quicker depositing of checks and other payments to clients' accounts. We also provide wire transfer and Automatic Clearing House services to enable clients to transfer funds quickly from their deposit accounts.
We also provide global banking and trade services to facilitate our clients' global finance and business needs. Those services include foreign exchange services that empower commercial clients to manage their foreign currency risks through purchases and sales of currencies on the global inter-bank market. We also offer a variety of loans and credit facilities guaranteed by the Export-Import Bank of the United States to facilitate our clients' international trade. Further, we provide a variety of letters of credit, including export, import and standby letters of credit, to enable clients to ship and receive goods globally.
Through our broker-dealer, SVB Securities, we provide our commercial clients with mutual fund and fixed income investment securities to enable clients to manage their assets. Our registered investment advisor, SVB Asset Management, provides our commercial clients with customized cash and investment portfolio management.
Merchant Banking (SVB Capital)
Our Merchant Banking group focuses on the business needs of our venture capital and private equity clients while establishing and maintaining relationships with those firms domestically and internationally. Through this group, Silicon Valley Bank provides banking services and financial solutions, including traditional deposit and checking accounts, loans, letters of credit, and cash management services.
Our Merchant Banking group also makes investments in venture capital and other private equity firms, and in companies in the niches we serve. The group also manages three venture funds that are consolidated into our financial statements: SVB Strategic Investors Fund, L.P. and SVB Strategic Investors Fund, L.P.II, funds of funds that invest in other venture funds; and Silicon Valley BancVentures, L.P., a direct equity venture fund that invests in privately held technology and life-sciences companies. This group also holds a majority interest in Partners For Growth, L.P., a fund that provides secured debt to "emerging-growth" clients, a term as defined in Part 1, Item 1. Interim Consolidated Financial StatementsNote 1.
The Merchant Banking group, through the Special Equities Group (a division of SVB Securities), also assists private equity firms with liquidating restricted securities following initial public offerings and mergers and acquisitions, including in-kind stock transactions, restricted stock sales, block trading, and special situations trading such as liquidation of foreign securities.
Investment Banking (SVB Alliant)
Through a broker-dealer subsidiary, we provide merger and acquisition (M&A), strategic alliance services, and specialized financial studies such as valuations and fairness opinions. In October 2003, we enhanced our investment banking product set by launching a Private Capital Group that provides advisory services for the private placement of securities.
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Private Client Services and Other Business Segments
Other Business Segments principally comprises our Private Client Services group. Through this group, we offer a wide range of credit services to high-net-worth individuals using both long-term secured and short-term unsecured lines of credit. Those products and services include home equity lines of credit, secured lines of credit, restricted stock loans, airplane loans and capital call lines of credit. We also provide our clients with deposit account products and services to meet cash management needs, including checking accounts, deposit accounts, money market accounts and certificates of deposit. Through our subsidiary, Woodside Asset Management, Inc., we provide individual clients with personal investment advisory services, assisting clients in establishing and implementing investment strategies to meet their individual needs and goals. In January 2004, our Private Banking group changed its name to "Private Client Services Group."
Critical Accounting Policies and Estimates
The accompanying management's discussion and analysis of results of operations and financial condition are based upon our interim consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (US GAAP). The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. Management evaluates estimates on an ongoing basis, including those related to the marketable and non-marketable equity securities, allowance for loan losses, and goodwill. Management bases its estimates on historical experiences and various other factors and assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ materially from these estimates under different assumptions or conditions.
We believe the accounting policies discussed below are the most critical to our financial statements because their application places the most significant demands on management's judgments. Each estimate is discussed below. The financial impact of each estimate, to the extent significant to financial results, is discussed in the applicable sections of the management's discussion and analysis.
Marketable Equity Securities
Our investments in marketable equity securities include:
Unrealized gains on warrant and unrealized gains or losses on equity investment securities are recorded upon the establishment of a readily determinable fair value of the underlying security, as defined by SFAS No. 115, "Accounting for Certain Investments in Debt and Equity Instruments."
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equity. We are often contractually restricted from selling equity securities, for a certain period of time, subsequent to the portfolio company's initial public offering. Often, the sale of equity securities held by us are not registered under the Securities Act of 1933. In such an event, we often seek exemption from the registration requirements of the Securities Act by effecting sales of equity securities of the portfolio company in compliance with the current public information, holding period, volume limitation and manner of sale requirements of Rule 144 under the Securities Act. In addition, as an inducement to the underwriter(s) to underwrite such an offering, security holders, including us, typically enter into an agreement with the underwriter(s) and/or the portfolio company, pursuant to which the security holder agrees to refrain from selling the securities held by such holder for a period of time after the initial public offering, often 180 days. As a result of such regulatory and contractual requirements, we are frequently restricted for some period of time in its ability to liquidate portfolio securities even after a portfolio company has completed an initial public offering. Gains or losses on these marketable equity instruments are recorded in our consolidated net income in the period the underlying securities are sold to a third party.
Marketable Equity Securities are recorded at fair value, which initially is the purchase cost of the securities. However, a decline in the fair value of any of these securities that is considered other than temporary is recorded in our consolidated net income in the period the impairment occurs. The cost basis of the underlying security is written down to fair value as a new cost basis.
We consider our marketable equity securities accounting policies to be critical, as the timing and amount of income, if any, from these instruments typically depend upon factors beyond our control. These factors include the general condition of the public equity markets, levels of mergers and acquisitions activity, fluctuations in the market prices of the underlying common stock of these companies, and legal and contractual restrictions on our ability to sell the underlying securities.
Non-Marketable Equity Securities
We invest in non-marketable equity securities in several ways:
Unexercised warrant securities in private companies are initially recorded at a nominal value on our consolidated balance sheets. They are carried at this value until they become marketable or expire, except in the following circumstance:
Gains on warrant and gains or losses on equity investment securities that result from a portfolio company being acquired by a publicly-traded company are marked to market when the acquisition
24
occurs. The resulting gains or losses are recognized into income on that date, in accordance with Emerging Issues Task Force, Issue No. 91-5, "Nonmonetary Exchange of Cost-Method Investments." Further fluctuations in the market value of these marketable equity securities, are excluded from consolidated net income and are reported in accumulated other comprehensive income, which is a separate component of stockholders' equity. Upon the sale of these equity securities to a third party, gains and losses, which are measured from the acquisition price, are recognized in our consolidated net income.
A summary of our accounting policies for other non-marketable equity securities is presented in the following table. A complete description of the accounting policies follows the table.
Private Equity and Venture Capital Fund Investments |
||
---|---|---|
Wholly-Owned by Bancshares | Cost basis less identified impairment, if any | |
Owned by Silicon Valley BancVentures, L.P. and Partners For Growth, L.P. and SVB Strategic Investors Fund, L.P. and SVB Strategic Investors Fund II, L.P. | Investment company accounting, adjusted to fair value on a quarterly basis through net income |
Bancshares' wholly-owned non-marketable venture capital fund investments and other direct equity investments are recorded on a cost basis as our interests are considered minor because we own less than 5% of the company and have no influence over the company's operating and financial policies. Our cost basis in each investment is reduced by returns until the cost basis of the individual investment is fully recovered. Returns in excess of the cost basis are recorded as investment gains in noninterest income.
The values of the investments are reviewed at least quarterly, giving consideration to the facts and circumstances of each individual investment. Management's review of private equity investments typically includes the relevant market conditions, offering prices, operating results, financial conditions, and exit strategies. A decline in the fair value that is considered other than temporary is recorded in our consolidated statements of income in the period the impairment occurs. Any estimated loss is recorded in noninterest income as investment losses.
Investments held by Silicon Valley BancVentures, L.P. are recorded at fair value using investment company accounting rules. The investments consist principally of stock in private companies that are not traded on a public market and are subject to restrictions on resale. These investments are carried at estimated fair value as determined by the general partner. The valuation generally remains at cost until such time that there is significant evidence of a change in values based upon consideration of the relevant market conditions, offering prices, operating results, financial conditions, exit strategies, and other pertinent information. The general partner, Silicon Valley BancVentures, Inc. is owned and controlled by Bancshares and has an ownership interest of 10.7% in Silicon Valley BancVentures, L.P. The limited partners do not have substantive participating rights. Therefore, Silicon Valley BancVentures, L.P. is fully consolidated and any gains or losses resulting from changes in the estimated fair value of the investments are recorded as investment gains or losses in our consolidated net income. The portion of any gains or losses belonging to the limited partners is reflected in minority interest in net losses of consolidated affiliates and adjusts Bancshares' income to its percentage ownership.
The SVB Strategic Investors Fund, L.P. and SVB Strategic Investors Fund, L.P. II (SIF I & II) portfolios consists primarily of investments in venture capital funds, which are recorded at fair value using investment company accounting rules. The carrying value of the investments is determined by the general partners based on the percentage of SIF I & II's interest in the total fair market value as provided by each venture capital fund investment. SVB Strategic Investors, LLC and SVB Strategic Investors II, LLC generally utilize the fair values assigned to the underlying respective portfolio investments by the management of the venture capital funds. The estimated fair value of the investments is determined after giving consideration to the relevant market conditions, offering prices,
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operating results, financial conditions, exit strategy, and other pertinent information. The general partner of SVB Strategic Investors Fund, L.P., SVB Strategic Investors, LLC, is owned and controlled by Bancshares and has an ownership interest of 11.1%. The general partner of SVB Strategic Investors Fund II, L.P., SVB Strategic Investors II, LLC, is owned and controlled by Bancshares and has an ownership interest of 30.0%. The limited partners of these funds do not have substantive participating rights. Therefore, SIF I & II are fully consolidated and any gains or losses resulting from changes in the estimated fair value of the venture capital fund investments are recorded as investment gains or losses in our consolidated net income. The limited partner's share of any gains or losses is reflected in minority interest in net losses of consolidated affiliates and adjusts Bancshares' income to its percentage ownership.
We consider our non-marketable equity securities accounting policies to be critical, as the timing and amount of gain or losses, if any, from these instruments depend upon factors beyond our control. These factors include the general condition of the public equity markets, levels of mergers and acquisitions activity, and legal and contractual restrictions on our ability to sell the underlying securities. Therefore, we cannot predict future gains or losses with any degree of accuracy and any gains or losses are likely to vary materially from period to period. In addition, the valuation of non-marketable equity securities included in our financial statements represents our best interpretation of the underlying equity securities performance at this time. Because of the inherent uncertainty of valuations, the estimated values of these securities may differ significantly from the values that would have been used had a ready market for the securities existed, and the differences could be material. Future adverse changes in market conditions or poor operating results of underlying investments could result in losses or an inability to recover the carrying value of the investments that may not be reflected in an investment's carrying value, thereby possibly requiring an impairment charge in the future.
Allowance for Loan Losses
We consider our accounting policy relating to the estimation of the allowance for loan losses to be critical as estimation of the allowance involves material estimates by our management and is particularly susceptible to significant changes in the near term.
We define credit risk as the probability of sustaining a loss because other parties to the financial instrument fail to perform in accordance with the terms of the contract. Through the administration of loan policies and monitoring of the loan portfolio, our management seeks to reduce such credit risks. While we follow underwriting and credit monitoring procedures, which we believe are appropriate in growing and managing the loan portfolio, in the event of nonperformance by these other parties, our potential exposure to credit losses could significantly affect our consolidated financial position and earnings.
The allowance for loan losses is established through a provision for loan losses charged to expense to provide for credit risk. Our allowance for loan losses is established for loan losses that are probable but not yet realized. The process of anticipating loan losses is imprecise. Our management applies the following evaluation process to our loan portfolio to estimate the required allowance for loan losses:
We maintain a systematic process for the evaluation of individual loans and pools of loans for inherent risk of loan losses. On a quarterly basis, each loan in our portfolio is assigned a credit risk-rating. Credit risk-ratings are assigned on a scale of 1 to 10, with 1 representing loans with a low risk of nonpayment, 9 representing loans with the highest risk of nonpayment, and 10 representing loans, which have been charged-off. This credit risk-rating evaluation process includes, but is not limited to, consideration of such factors as payment status, the financial condition of the borrower, borrower compliance with loan covenants, underlying collateral values, potential loan concentrations, and general economic conditions. Our policies require a committee of senior management to review credit relationships that exceed specific dollar values, at least quarterly. Our review process evaluates the appropriateness of the credit risk rating and allocation of allowance for loan losses, as well as other
26
account management functions. In addition, our management receives and approves an analysis for all impaired loans, as defined by the SFAS No. 114 "Accounting by Creditors for Impairment of a Loan." The allowance for loan losses is allocated based on a formula allocation for similarly risk-rated loans, or for specific risk issues, which suggest a probable loss factor exceeding the formula allocation for a specific loan, or for individual impaired loans as determined by SFAS No. 114.
Our evaluation process was designed to determine the adequacy of the allowance for loan losses. We assess the risk of losses inherent in the loan portfolio by utilizing modeling techniques. For this purpose, we have developed a statistical model based on historical loan loss migration to estimate an appropriate allowance for outstanding loan balances. In addition, we apply macro and contingent allocations to the results of the aforementioned model to ascertain the total allowance for loan losses. While this evaluation process uses historical and other objective information, the classification of loans and the establishment of the allowance for loan losses, relies, to a great extent, on the judgment and experience of our management.
Historical Loan Loss Migration Model
We use the historical loan loss migration model as a basis for determining expected loan loss factors by credit risk-rating category. The effectiveness of the historical loan loss migration model is predicated on the theory that historical trends are predictive of future experience. Specifically, the model calculates the likelihood and rate of a loan in one risk-rating category moving one category lower using loan data from our portfolio.
We analyze the historical loan loss migration trend by compiling gross loan loss data and by credit risk-rating for the rolling twelve-month periods as of the end of each quarter. Each of the loans charged-off over the twelve-month period is assigned a credit risk rating at the period end of each of the preceding four quarters. On an annual basis, the model calculates charged-off loans as a percentage of current period end loans by credit risk-rating category. The percentages are averaged and are aggregated to estimate our loan loss factors. The annual periods reviewed and averaged to form the loan loss factors are limited to twelve quarters of history. The current period end client loan balances are aggregated by risk-rating category. Loan loss factors for each risk-rating category are ultimately applied to the respective period end client loan balances for each corresponding risk-rating category, to provide an estimation of the allowance for loan losses.
Contingent and Macro Allocations
Additionally, we apply a contingent allocation to the results of this model. Our contingent allocation acknowledges that unfunded credit obligations can result in future losses. Unfunded credit obligations at each quarter end are allocated to credit risk-rating categories in accordance with the client's credit risk-rating. We provide for the risk of loss on unfunded credit obligations by allocating fixed credit risk-rating factors to our unfunded credit obligations.
A macro allocation is calculated each quarter based upon an assessment of the risks that may lead to a loan loss experience different from our historical results. These risks are aggregated to become our macro allocation. Based on management's prediction or estimates of changing risks in the lending environment, the macro allocation may vary significantly from period to period and includes but is not limited to consideration of the following factors:
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Finally, we compute several modified versions of the model, which provide additional assurance that the statistical results of the historical loan loss migration model are reasonable. Our Chief Credit Officer and Chief Financial Officer evaluate the adequacy of the allowance for loan losses based on the results of our analysis.
Goodwill
Goodwill, which arises from the purchase price exceeding the assigned value of the net assets of an acquired business, represents the value attributable to unidentifiable intangible elements being acquired. The majority of our goodwill resulted from the acquisition of SVB Alliant (formerly known as Alliant Partners), a mergers and acquisitions firm. The value of this goodwill is supported ultimately by the free cash flows from the acquired businesses. A decline in earnings as a result of a decline in mergers and acquisitions transaction volume or a decline in the valuations of mergers and acquisitions clients could lead to impairment, which would be recorded as a write-down in our consolidated net income.
On an annual basis or as circumstances dictate, management reviews goodwill and evaluates events or other developments that may indicate impairment in the carrying amount. The evaluation methodology for potential impairments is inherently complex, and involves significant management judgment in the use of estimates and assumptions. We evaluate impairment using a two-step process. First, we compare the aggregate fair value of the reporting unit to its carrying amount, including goodwill. If the fair value exceeds the carrying amount, no impairment exists. If the carrying amount of the reporting unit exceeds the fair value, then we compare the "implied" fair value, defined below, of the reporting unit's goodwill with its carrying amount. If the carrying amount of the goodwill exceeds the implied fair value, then goodwill impairment is recognized by writing goodwill down to the implied fair value.
We primarily use a discounted future cash flows approach to value the reporting unit being evaluated for goodwill impairment. These estimates involve many assumptions, including expected results of operations, assumed discounts rates, and assumed growth rates for the reporting units. The discount rate used is based on standard industry practice, taking into account the expected equity risk premium, the size of the business, and the probability of the reporting unit achieving its financial forecasts. The implied fair value is determined by allocating the fair value of the reporting unit to all of the assets and liabilities of that unit, as if the unit had been acquired in a business combination and the fair value of the unit was the purchase price.
Events that may indicate goodwill impairment include significant or adverse changes in results of operations of the business, economic or political climate; an adverse action or assessment by a regulator; unanticipated competition; and a more likely-than-not expectation that a reporting unit will be sold or disposed of. More information about goodwill is included in "Part 1, Item 1Interim Consolidated Financial Statements, Note 6. Goodwill" and in our 2003 Annual Report on Form 10-K, "Item 8. Consolidated Financial Statements and Supplementary Data" and "Item 7A. Quantitative and Qualitative Disclosures about Market RiskFactors That May Affect Future Results."
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Results of Operations
Earnings Summary
We reported net income of $15.7 million, or $0.43 per diluted common share, for the second quarter of 2004, compared with net losses of $(0.6) million, or $(0.02) per diluted common share, for the second quarter of 2003. Net income totaled $29.7 million, or $0.81 per diluted common share, for the six months ended June 30, 2004, versus $9.8 million or $0.25 per diluted common share, for the respective 2003 period. The annualized return on average assets (ROA) was 1.3% in the second quarter of 2004 compared with (0.1)% in the second quarter of 2003. The annualized return on average equity (ROE) for the second quarter of 2004 was 13.5%, compared with (0.4)% in the second quarter of 2003. For the first six months of 2004, ROA was 1.3% and ROE was 12.8% versus 0.5% and 3.6%, respectively for the comparable prior year period. The results of operations for the second quarter and first half of 2003 were lower than the comparable 2004 periods partially due to an impairment of goodwill charge of $17.0 million incurred in the 2003 second quarter.
The major components of net income and changes in these components are summarized in the following table, and are discussed in more detail below.
|
For the Three Months Ended June 30 |
|
For the Six Months Ended June 30 |
|
|||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
(Dollars in thousands) |
% Increase/ (Decrease) |
% Increase/ (Decrease) |
|||||||||||||||
2004 |
2003 |
2004 |
2003 |
||||||||||||||
Net interest income | $ | 55,029 | $ | 46,700 | 17.8 | $ | 105,849 | $ | 94,678 | 11.8 | |||||||
Provision for loan losses | (2,759 | ) | 1,162 | (337.4 | ) | (2,742 | ) | 4,546 | (160.3 | ) | |||||||
Noninterest income | 31,508 | 17,505 | 80.0 | 56,394 | 34,951 | 61.4 | |||||||||||
Noninterest expense | 63,650 | 67,203 | (5.3 | ) | 116,819 | 117,311 | (0.4 | ) | |||||||||
Minority interest in net (gains) losses of consolidated affiliates | (67 | ) | 2,765 | (102.4 | ) | (548 | ) | 6,244 | (108.8 | ) | |||||||
Income (loss) before income taxes | 25,579 | (1,395 | ) | 1,933.6 | 47,618 | 14,016 | 239.7 | ||||||||||
Income tax expense (benefit) | 9,871 | (819 | ) | 1,305.3 | 17,900 | 4,174 | 328.9 | ||||||||||
Net income (loss) | $ | 15,708 | $ | (576 | ) | 2,827.1 | $ | 29,718 | $ | 9,842 | 202.0 | ||||||
The foremost reasons for the increase in net income for the second quarter and six months ended June 30, 2004 compared to the same periods in 2003 were; an increase in net interest income, primarily due to improved yields on securities, a recovery of provision for loan losses and an increase in noninterest income, primarily due to corporate finance fees. Additionally, as stated above, we incurred a $17.0 million impairment of goodwill charge in the 2003 second quarter.
Net Interest Income and Margin
Net interest income is defined as the difference between interest earned, primarily on loans, investment securities, federal funds sold, and securities purchased under agreement to resell, and interest paid on funding sources, primarily deposits. Net interest income is our principal source of revenue. Net interest margin is defined as the amount of annualized net interest income, on a fully taxable-equivalent basis, expressed as a percentage of average interest-earning assets. The average yield earned on interest-earning assets is the amount of annualized taxable-equivalent interest income expressed as a percentage of average interest-earning assets. The average rate paid on funding sources is defined as annualized interest expense as a percentage of average interest-earning assets.
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The following table sets forth average assets, liabilities, minority interest, stockholders' equity, interest income, interest expense, annualized yields and rates, and the composition of our annualized net interest margin for the three and six months ended June 30, 2004 and 2003, respectively.
AVERAGE BALANCES, RATES AND YIELDS
|
For the three months ended June 30, |
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---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
2004 |
2003 |
|||||||||||||||||
(Dollars in thousands) |
Average Balance |
Interest Income/ Expense |
Yield/ Rate |
Average Balance |
Interest Income/ Expense |
Yield/ Rate |
|||||||||||||
Interest-Earning Assets: | |||||||||||||||||||
Federal Funds Sold and Securities Purchased Under Agreement to Resell(1) | $ | 479,701 | $ | 1,306 | 1.1 | % | $ | 345,163 | $ | 1,129 | 1.3 | % | |||||||
Investment Securities: | |||||||||||||||||||
Taxable | 1,811,929 | 17,989 | 4.0 | 1,151,524 | 8,557 | 3.0 | |||||||||||||
Non-Taxable(2) | 144,244 | 1,986 | 5.5 | 143,506 | 2,440 | 6.8 | |||||||||||||
Loans: | |||||||||||||||||||
Commercial | 1,556,080 | 33,557 | 8.7 | 1,528,983 | 34,557 | 9.1 | |||||||||||||
Real Estate Construction and Term | 110,302 | 1,446 | 5.3 | 104,887 | 1,520 | 5.8 | |||||||||||||
Consumer and Other | 214,598 | 2,277 | 4.3 | 190,664 | 2,057 | 4.3 | |||||||||||||
Total Loans | 1,880,980 | 37,280 | 8.0 | 1,824,534 | 38,134 | 8.4 | |||||||||||||
Total Interest-Earning Assets | 4,316,854 | 58,561 | 5.5 | 3,464,727 | 50,260 | 5.8 | |||||||||||||
Cash and Due From Banks |
208,297 |
193,709 |
|||||||||||||||||
Allowance for Loan Losses | (65,612 | ) | (72,436 | ) | |||||||||||||||
Goodwill | 37,551 | 100,386 | |||||||||||||||||
Other Assets | 217,850 | 203,991 | |||||||||||||||||
Total Assets | $ | 4,714,940 | $ | 3,890,377 | |||||||||||||||
Funding Sources: |
|||||||||||||||||||
Interest-Bearing Liabilities: | |||||||||||||||||||
NOW Deposits | $ | 26,082 | 27 | 0.4 | $ | 26,897 | 31 | 0.5 | |||||||||||
Regular Money Market Deposits | 555,939 | 695 | 0.5 | 277,872 | 424 | 0.6 | |||||||||||||
Bonus Money Market Deposits | 744,674 | 925 | 0.5 | 634,365 | 946 | 0.6 | |||||||||||||
Time Deposits | 321,365 | 477 | 0.6 | 522,807 | 989 | 0.8 | |||||||||||||
Short-Term Borrowings | 10,058 | 72 | 2.9 | 9,450 | 69 | 2.9 | |||||||||||||
Long-Term Debt(3) | 204,407 | 640 | 1.3 | 84,716 | 247 | 1.2 | |||||||||||||
Total Interest-bearing Liabilities | 1,862,525 | 2,836 | 0.6 | 1,556,107 | 2,706 | 0.7 | |||||||||||||
Portion of Noninterest-bearing Funding Sources | 2,454,329 | 1,908,620 | |||||||||||||||||
Total Funding Sources | 4,316,854 | 2,836 | 0.3 | 3,464,727 | 2,706 | 0.3 | |||||||||||||
Noninterest-Bearing Funding Sources: | |||||||||||||||||||
Demand Deposits | 2,250,435 | 1,675,387 | |||||||||||||||||
Other Liabilities | 81,051 | 74,569 | |||||||||||||||||
Trust Preferred Securities(3) | | 38,708 | |||||||||||||||||
Minority Interest in Capital of Consolidated Affiliates | 53,853 | 31,821 | |||||||||||||||||
Stockholders' Equity | 467,076 | 513,785 | |||||||||||||||||
Portion Used to Fund Interest-earning Assets | (2,454,329 | ) | (1,908,620 | ) | |||||||||||||||
Total Liabilities, Minority Interest and Stockholders' Equity | $ | 4,714,940 | $ | 3,890,377 | |||||||||||||||
Net Interest Income and Margin | $ | 55,725 | 5.2 | % | $ | 47,554 | 5.5 | % | |||||||||||
Total Deposits | $ | 3,898,495 | $ | 3,137,328 | |||||||||||||||
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AVERAGE BALANCES, RATES AND YIELDS
|
For the six months ended June 30, |
||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
2004 |
2003 |
|||||||||||||||||
(Dollars in thousands) |
Average Balance |
Interest Income/ Expense |
Yield/ Rate |
Average Balance |
Interest Income/ Expense |
Yield/ Rate |
|||||||||||||
Interest-Earning Assets: | |||||||||||||||||||
Federal Funds Sold and Securities Purchased Under Agreement to Resell(1) | $ | 510,760 | $ | 2,750 | 1.1 | % | $ | 297,041 | $ | 1,959 | 1.3 | % | |||||||
Investment Securities: | |||||||||||||||||||
Taxable | 1,663,943 | 32,012 | 3.9 | 1,192,264 | 18,934 | 3.2 | |||||||||||||
Non-Taxable(2) | 144,328 | 4,233 | 5.9 | 144,113 | 4,895 | 6.8 | |||||||||||||
Loans: | |||||||||||||||||||
Commercial | 1,535,101 | 66,860 | 8.8 | 1,538,298 | 68,798 | 9.0 | |||||||||||||
Real Estate Construction and Term | 103,306 | 2,682 | 5.2 | 102,894 | 2,957 | 5.8 | |||||||||||||
Consumer and Other | 205,629 | 4,370 | 4.3 | 199,234 | 4,215 | 4.3 | |||||||||||||
Total Loans | 1,844,036 | 73,912 | 8.1 | 1,840,426 | 75,970 | 8.3 | |||||||||||||
Total Interest-Earning Assets | 4,163,067 | 112,907 | 5.5 | 3,473,844 | 101,758 | 5.9 | |||||||||||||
Cash and Due From Banks |
210,316 |
189,580 |
|||||||||||||||||
Allowance for Loan Losses | (65,858 | ) | (72,763 | ) | |||||||||||||||
Goodwill | 37,552 | 100,478 | |||||||||||||||||
Other Assets | 223,216 | 201,319 | |||||||||||||||||
Total Assets | $ | 4,568,293 | $ | 3,892,458 | |||||||||||||||
Funding Sources: |
|||||||||||||||||||
Interest-Bearing Liabilities: | |||||||||||||||||||
NOW Deposits | $ | 24,778 | 52 | 0.4 | $ | 24,569 | 56 | 0.5 | |||||||||||
Regular Money Market Deposits | 491,966 | 1,232 | 0.5 | 292,297 | 880 | 0.6 | |||||||||||||
Bonus Money Market Deposits | 724,593 | 1,816 | 0.5 | 621,804 | 1,849 | 0.6 | |||||||||||||
Time Deposits | 345,771 | 1,037 | 0.6 | 540,584 | 2,055 | 0.8 | |||||||||||||
Short-Term Borrowings | 9,717 | 142 | 2.9 | 9,302 | 138 | 3.0 | |||||||||||||
Long-Term Debt(3) | 204,237 | 1,297 | 1.3 | 51,269 | 389 | 1.5 | |||||||||||||
Total Interest-bearing Liabilities | 1,801,062 | 5,576 | 0.6 | 1,539,825 | 5,367 | 0.7 | |||||||||||||
Portion of Noninterest-bearing Funding Sources | 2,362,005 | 1,934,019 | |||||||||||||||||
Total Funding Sources | 4,163,067 | 5,576 | 0.3 | 3,473,844 | 5,367 | 0.3 | |||||||||||||
Noninterest-Bearing Funding Sources: |
|||||||||||||||||||
Demand Deposits | 2,172,234 | 1,669,196 | |||||||||||||||||
Other Liabilities | 79,145 | 66,216 | |||||||||||||||||
Trust Preferred Securities(3) | | 38,704 | |||||||||||||||||
Minority Interest in Capital of Consolidated Affiliates | 50,411 | 34,155 | |||||||||||||||||
Stockholders' Equity | 465,441 | 544,362 | |||||||||||||||||
Portion Used to Fund Interest-earning Assets | (2,362,005 | ) | (1,934,019 | ) | |||||||||||||||
Total Liabilities, Minority Interest and Stockholders' Equity | $ | 4,568,293 | $ | 3,892,458 | |||||||||||||||
Net Interest Income and Margin | $ | 107,331 | 5.2 | % | $ | 96,391 | 5.6 | % | |||||||||||
Total Deposits | $ | 3,759,342 | $ | 3,148,450 | |||||||||||||||
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Net interest income is affected by changes in the amount and mix of interest-earnings assets and interest-bearing liabilities, referred to as "volume change." Net interest income is also affected by changes in yields earned on interest-earning assets and rates paid on interest-bearing liabilities, referred to as "rate change." The following table sets forth changes in interest income and interest expense for each major category of interest-earning assets and interest-bearing liabilities. The table also reflects the amount of simultaneous change attributable to both volumes and rates for the periods indicated. For this table, changes that are not solely due to either volume or rate are allocated in proportion to the percentage changes in average volume and average rate. Changes relating to investments in non-taxable municipal securities are presented on a fully taxable-equivalent basis using the federal statutory rate of 35% in 2004 and 2003.
|
2004 Compared to 2003 |
|||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Three Months Ended June 30, Increase (Decrease) Due to Change in |
Six Months Ended June 30, Increase (Decrease) Due to Change in |
||||||||||||||||||
(Dollars in thousands) |
||||||||||||||||||||
Volume |
Rate |
Total |
Volume |
Rate |
Total |
|||||||||||||||
Interest income: | ||||||||||||||||||||
Federal funds sold and securities purchased under agreement to resell | $ | 386 | $ | (209 | ) | $ | 177 | $ | 919 | $ | (128 | ) | $ | 791 | ||||||
Investment securities | 5,936 | 3,042 | 8,978 | 8,571 | 3,845 | 12,416 | ||||||||||||||
Loans | 1,114 | (1,968 | ) | (854 | ) | 21 | (2,079 | ) | (2,058 | ) | ||||||||||
Increase (decrease) in interest income | 7,436 | 865 | 8,301 | 9,511 | 1,638 | 11,149 | ||||||||||||||
Interest expense: | ||||||||||||||||||||
NOW deposits | (1 | ) | (3 | ) | (4 | ) | | (4 | ) | (4 | ) | |||||||||
Regular money market deposits | 358 | (87 | ) | 271 | 402 | (50 | ) | 352 | ||||||||||||
Bonus money market deposits | 149 | (170 | ) | (21 | ) | 134 | (167 | ) | (33 | ) | ||||||||||
Time deposits | (330 | ) | (182 | ) | (512 | ) | (640 | ) | (378 | ) | (1,018 | ) | ||||||||
Short-term borrowings | 4 | (1 | ) | 3 | 5 | (1 | ) | 4 | ||||||||||||
Long-term debt | 488 | (95 | ) | 393 | 1,015 | (107 | ) | 908 | ||||||||||||
Decrease (increase) in interest expense | 668 | (538 | ) | 130 | 916 | (707 | ) | 209 | ||||||||||||
Increase (decrease) in net interest income | $ | 6,768 | $ | 1,403 | $ | 8,171 | $ | 8,595 | $ | 2,345 | $ | 10,940 | ||||||||
Quarter ended June 30, 2004 compared to Quarter ended June 30, 2003
Net Interest Income
Net interest income, on a fully taxable-equivalent basis, totaled $55.7 million for the quarter ended June 30, 2004, an increase of $8.2 million or 17.2% from the comparable 2003 period. The increase in net interest income was the result of an $8.3 million increase in interest income, offset slightly by a small increase in interest expense.
Interest IncomeNet Increase in Interest-Earning Assets
The $8.3 million increase in interest income was primarily the result of a $7.4 million favorable volume variance. The favorable volume variance resulted from an $852.1 million, or 24.6%, increase in average interest-earning assets. Increases in our sources of funding, largely deposits, were the main contributors to the increase in average interest-earning assets, which was primarily centered in highly-liquid federal funds sold and securities purchased under agreements to resell, and taxable investment securities, which collectively increased $795.7 million.
We experienced an increase in average investment securities resulting in a $5.9 million favorable volume variance. Collectively, average investments increased by $661.1 million, and in particular,
32
relatively higher-yielding mortgage-backed securities increased by $681.1 million. We estimated the average duration of the investment portfolio at June 30, 2004 to be 3.0 years.
In addition, average loans increased by $56.4 million resulting in a $1.1 million favorable volume variance. The growth in average loans was split fairly evenly between the commercial and consumer loan categories. The increase in average loans reflects an improvement in economic activity and in the markets served by us. Our strategy is to grow average loans modestly throughout 2004, as our corporate technology efforts continue to develop.
Average federal funds sold and securities purchased under agreement to resell in the second quarter of 2004 increased, resulting in a $0.4 million favorable volume variance. The increase was mainly due to the aforementioned growth in funding sources, mainly deposits. However, the favorable volume variance was partially offset by an unfavorable rate variance of $0.2 million, as average yields decreased from 1.3% in the second quarter of 2003 to 1.1% in the second quarter of 2004.
Interest IncomeDeclining Market Interest Rates and Shift in Investment Portfolio Mix
The average yield on taxable investment securities in the second quarter 2004 increased 100 basis points to 4.0% from 3.0% in the prior year second quarter, causing a $3.0 million favorable rate variance associated with our investment securities. This was primarily due to a shift in the composition of a portion of the investment portfolio to relatively higher yielding, mortgage-backed securities.
We incurred a $2.0 million unfavorable rate variance associated with our loan portfolio, and a $0.2 million unfavorable rate variance associated with federal funds sold and securities under agreement to resell. This was largely due to a decline in the weighted-average prime rate of 25 basis points from 4.3% in the second quarter of 2003 to 4.0% in the second quarter of 2004. This decrease in prime rate reduced yields on floating rate loans, which represented approximately $1.7 billion, or 80.0% of our total loan portfolio as of June 30, 2004.
The yield on average interest-earning assets declined 30 basis points in the second quarter of 2004 from the second quarter of 2003. The decrease in yield on interest-earning assets was primarily caused by the drop in the weighted-average prime rate and a decrease in short-term market rates, which resulted in decreased yields on loans and federal funds sold and securities purchased under agreement to resell. Many elements of our interest-earning assets are extremely interest rate sensitive, thus we expect that any future increase in market interest rates will be incremental to our earnings.
Interest Expense
Total interest expense in the second quarter of 2004 increased only slightly from the second quarter of 2003, despite a $306.4 million, or 19.7% increase in our interest-bearing liabilities. The unfavorable volume variance of $0.7 million was due in large part to FASB Interpretation No. 46, "Consolidation of VariableInterest Entities" and SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of Liabilities and Equity" mandated classification of our 7.0% Junior Subordinated Debentures (and formerly, our Trust Preferred Securities) as interest-bearing liabilities beginning in the second quarter of 2003. In the fourth quarter of 2003, we entered into an interest rate swap agreement to swap our 7.0% fixed payment on the Debentures for a variable rate based on LIBOR plus a spread. The swap provided a $0.6 million benefit in the second quarter of 2004. Additionally, in the second quarter of 2003, we issued $150 million of zero-coupon, zero-yield, convertible subordinated notes, with a maturity date of June 15, 2008. See "Part 1. Financial InformationItem 1. Notes to the Interim Consolidated Financial StatementsNote 7 to the Consolidated Financial StatementsShort-term Borrowings and Long-term Debt," for further discussion of the convertible subordinated notes. Although no interest is paid on the convertible notes, the amortization of convertible debt issuance costs is reflected as interest expense.
33
Average time deposits decreased by $201.4 million from the second quarter of 2003 to the second quarter of 2004, causing a $0.3 million favorable volume variance. Our clients may use time deposits as collateral for letters of credit issued by Silicon Valley Bank on their behalf, to certain third parties such as real estate lessors. We believe time deposits have decreased partly because of a softer real estate market, which generally reduces the frequency of these types of arrangements. Moreover, due to general improvement in the economic environment, borrowings secured by time deposits have decreased.
We experienced a favorable rate variance of $0.5 million due to decreased market interest rates. The favorable rate variance primarily resulted from reductions in the average rates paid on our time deposit product and money market deposit products.
Six months ended June 30, 2004 compared to Six months ended June 30, 2003
Net Interest Income
Net interest income, on a fully taxable-equivalent basis, totaled $107.3 million for the six months ended June 30, 2004, an increase of $10.9 million or 11.3% from the comparable 2003 period. The increase in net interest income was the result of a $11.1 million increase in interest income, offset slightly by a small increase in interest expense.
Interest IncomeNet Increase in Interest-Earning Assets
The $11.1 million increase in interest income for the first half of 2004, as compared to the first half of 2003, was primarily the result of a $9.5 million favorable volume variance. The favorable volume variance resulted from a $689.2 million, or 19.8%, increase in average interest-earning assets. Increases in our sources of funding, largely deposits, were the main contributors to the increase in average interest-earning assets, which was primarily centered in highly-liquid federal funds sold and securities purchased under agreements to resell, and taxable investment securities, which collectively increased $685.6 million.
Average federal funds sold and securities purchased under agreement to resell in the first half of 2004 increased, resulting in a $0.9 million favorable volume variance. The increase was mainly due to the aforementioned growth in funding sources, mainly deposits. However, the favorable volume variance was partially offset by an unfavorable rate variance of $0.1 million, as average yields decreased from 1.3% in the first half of 2003 to 1.1% in the first half of 2004.
We also experienced an increase in average investment securities resulting in a $8.6 million favorable volume variance. Collectively, average investments increased by $471.9 million, and in particular, relatively higher-yielding mortgage-backed securities increased by $531.5 million.
Interest IncomeDeclining Market Interest Rates and Shift in Investment Portfolio Mix
The average yield on taxable investment securities increased 70 basis points to 3.9% from 3.2% in the prior year first half, causing a $3.8 million favorable rate variance associated with our investment securities. This was primarily due to a shift in the composition of a portion of the investment portfolio to relatively higher-yielding mortgage-backed securities.
We incurred a $2.1 million unfavorable rate variance associated with our loan portfolio, and a $0.1 million unfavorable rate variance associated with federal funds sold and securities under agreement to resell. This was largely due to a decline in the weighted-average prime rate of 25 basis points from 4.3% in the first half of 2003 to 4.0% in the first half of 2004. This decrease in prime rate reduced yields on floating rate loans, which represented approximately $1.7 billion, or 80.0% of our total loan portfolio as of June 30, 2004.
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The yield on average interest-earning assets declined 40 basis points in the first half of 2004 from the first half of 2003. The decrease in yield on interest-earning assets was primarily caused by the drop in the weighted-average prime rate and a decrease in short-term market rates, which resulted in decreased yields on loans and federal funds sold and securities purchased under agreement to resell. Many elements of our interest-earning assets are extremely interest rate sensitive, thus we expect that any future increase in market interest rates will be incremental to our earnings.
Interest Expense
Total interest expense in the first half of 2004 increased only slightly from the first half of 2003, despite a $261.2 million, or 17.0% increase in our interest-bearing liabilities. The unfavorable volume variance of $0.9 million was due in large part to FASB Interpretation No. 46 and SFAS No. 150-mandated classification of our 7.0% Junior Subordinated Debentures (and formerly, our Trust Preferred Securities) as interest-bearing liabilities beginning in the second half of 2003. In the fourth quarter of 2003, we entered into an interest rate swap agreement to swap our 7.0% fixed payment on the Debentures for a variable rate based on LIBOR plus a spread. The swap provided a $1.2 million benefit in the first half of 2004. Additionally, in the first half of 2003, we issued $150 million of zero-coupon, zero-yield, convertible subordinated notes, with a maturity date of June 15, 2008. See "Part 1. Financial InformationItem 1. Notes to the Interim Consolidated Financial StatementsNote 7 to the Consolidated Financial StatementsShort-term Borrowings and Long-term Debt," for further discussion of the convertible subordinated notes. Although no interest is paid on the convertible notes, the amortization of convertible debt issuance costs is reflected as interest expense.
Average time deposits decreased by $194.8 million from the first half of 2003 to the first half of 2004, causing a $0.6 million favorable volume variance. Our clients may use time deposits as collateral for letters of credit issued by Silicon Valley Bank on their behalf, to certain third parties such as real estate lessors. We believe time deposits have decreased partly because of a softer real estate market, which generally reduces the frequency of these types of arrangements. Moreover, due to general improvement in the economic environment, borrowings secured by time deposits have decreased.
We experienced a favorable rate variance of $0.7 million due to decreased market interest rates. The favorable rate variance primarily resulted from reductions in the average rates paid on our time deposit product and bonus money market deposit products.
Provision For Loan Losses
The provision for loan losses is based on our evaluation of the adequacy of the existing allowance for loan losses in relation to total loans, and on our periodic assessment of the inherent and identified risk dynamics of the loan portfolio resulting from reviews of selected individual loans and loan commitments.
Quarter ended June 30, 2004 compared to Quarter ended June 30, 2003
We realized a recovery of provision for loan losses of $2.8 million in the second quarter of 2004, compared to a provision for loan loss expense of $1.2 million in the 2003 second quarter. We benefited from net recoveries of $1.4 million in the 2004 second quarter and credit quality remained strong with nonperforming loans at 0.6% of total gross loans. See "Financial ConditionCredit Quality and the Allowance for Loan Losses" for additional related discussion.
Six months ended June 30, 2004 compared to Six months ended June 30, 2003
We realized a recovery of provision for loan losses of $2.7 million in the first six months of 2004, compared to a provision for loan loss expense of $4.5 million in the first six months of 2003. We benefited from net recoveries of $0.1 million in the 2004 first half and credit quality remained strong with nonperforming loans at 0.6% of gross loans at June 30, 2004.
35
The following table summarizes the components of noninterest income for the three and six months ended June 30, 2004 and 2003, and the percent changes from the 2003 periods to the 2004 periods:
|
For the Three Months Ended June 30 |
|
For the Six Months Ended June 30 |
|
|||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
(Dollars in thousands) |
% Increase/ (Decrease) |
% Increase/ (Decrease) |
|||||||||||||||
2004 |
2003 |
2004 |
2003 |
||||||||||||||
Corporate finance fees | $ | 10,897 | $ | 4,641 | 134.8 | $ | 14,984 | $ | 8,785 | 70.6 | |||||||
Client investment fees | 6,399 | 6,034 | 6.1 | 12,667 | 12,366 | 2.4 | |||||||||||
Letter of credit and foreign exchange income | 3,805 | 3,128 | 21.6 | 7,534 | 6,631 | 13.6 | |||||||||||
Deposit service charges | 3,695 | 3,245 | 13.9 | 7,408 | 6,121 | 21.0 | |||||||||||
Income from client warrants | 3,310 | 1,051 | 214.9 | 6,218 | 3,013 | 106.4 | |||||||||||
Investment gains (losses) | 478 | (3,839 | ) | (112.5 | ) | 1,800 | (8,544 | ) | (121.1 | ) | |||||||
Credit card fees | 604 | 988 | (38.9 | ) | 1,381 | 2,034 | (32.1 | ) | |||||||||
Other | 2,320 | 2,257 | 2.8 | 4,402 | 4,545 | 3.2 | |||||||||||
Total noninterest income | $ | 31,508 | $ | 17,505 | 80.0 | $ | 56,394 | $ | 34,951 | 61.4 | |||||||
Quarter and Six Months ended June 30, 2004 compared to Quarter and Six Months ended June 30, 2003
Substantially all of the increase in corporate finance fees was due to one significant transaction. SVB Alliant's business is highly variable and we expect significant changes in corporate finance fees on a quarter to quarter basis.
Client investment fees increased slightly for the three and six months ended June 30, 2004 over the comparable prior year periods. We offer private label investments, sweep products, and asset management services to clients on which we earn fees on clients' average balances, ranging from 9 to 58 basis points in 2004, a decrease from the 10 to 90 basis points in the comparable prior year period. Client funds invested in private label investment, sweep products, and assets under management balances were as follows at June 30, 2004 and 2003:
(Dollars in millions) |
At June 30, 2004 |
At June 30, 2003 |
|||||
---|---|---|---|---|---|---|---|
Client Investment Funds: | |||||||
Private Label Client Investment Funds | $ | 7,761.3 | $ | 7,232.4 | |||
Sweep Funds | 1,187.5 | 921.6 | |||||
Client Investment Assets Under Management | 2,007.5 | 195.6 | |||||
Total Client Investment Funds(1) | $ | 10,956.3 | $ | 8,349.6 | |||
Total invested client funds increased by $2.6 billion between the period ends, however, the volume increase was partially offset by a decrease in average fees earned caused by a shift in client investment mix. The sustained low interest rate environment has caused lower priced investment products to become a more attractive investment strategy for many of our clients.
The increase in letter of credit fees, foreign exchange fees, and other trade finance income was primarily due to a higher volume of client exchange transactions, which resulted from increased global economic activity associated with our client's markets.
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Deposit service charges increased as we have expanded and enhanced our suite of fee-based financial (depository) services and client usage has increased. Clients compensate us for depository services, either through earnings credits computed on their demand deposit balances, or via explicit payments that we recognize as deposit service charges income. Earnings credits are calculated using client average daily deposit balances, less a reserve requirement and a discounted U.S. Treasury bill interest rate. Clients received lower earnings credits in the three and six months ended June 30, 2004 compared to the respective prior year periods due to lower market interest rates. As such, our clients had fewer earnings credits to offset deposit service charges.
An increase in client initial public offering and merger and acquisition activity resulted in an increase in income from client warrants for the three and six months ended June 30, 2004 over the respective prior year periods. We have historically obtained rights to acquire stock, in the form of warrants, in certain clients, primarily as part of negotiated credit facilities. The receipt of warrants does not change the loan pricing, covenants or other collateral control techniques we employ to mitigate the risk of a loan becoming nonperforming. The collateral requirements on loans with warrants are similar to lending arrangements where warrants are not obtained. The timing and amount of income from the disposition of client warrants typically depends on factors beyond our control, including the general condition of the public equity markets as well as the merger and acquisition environment. We therefore cannot predict the timing and amount of warrant related income with any degree of accuracy and it is likely to vary materially from period to period.
We recognized investment gains for the three months ended June 30, 2004, an improvement from the investment losses recognized for the same period in 2003. Investment gains in the second quarter of 2004 were concentrated in our managed fund of funds and our managed venture capital fund. Losses on our equity investments, excluding the impact of minority interest, were $0.3 million in the second quarter of 2004, compared to $1.5 million in the second quarter of 2003. Losses on our equity investments, excluding the impact of minority interest, were $0.4million in the first half of 2004, compared to $3.2 million in the first half of 2003. We expect continued volatility in the performance of our equity portfolio. Gains of approximately $1.0 million in the first half of 2004 were primarily due to the disposition of certain fixed income securities.
Noninterest Expense
Noninterest expense in the second quarter of 2004 was $63.7 million, a decrease of $3.6 million from the $67.2 million incurred in the 2003 second quarter. The decrease was primarily due to a $17.0 million impairment of goodwill charge, incurred in the 2003 second quarter, partially offset by increase in compensation expense in the current year period. The following table presents the detail of
37
noninterest expense, as well as the percent change in noninterest expense for the current year periods compared to the prior year periods:
|
For the three months ended June 30, |
|
For the six months ended June 30, |
|
|||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
(Dollars in thousands) |
% Increase/ (Decrease) |
% Increase/ (Decrease) |
|||||||||||||||
2004 |
2003 |
2004 |
2003 |
||||||||||||||
Compensation and benefits | $ | 41,153 | $ | 29,486 | 39.6 | % | $ | 75,256 | $ | 61,176 | 23.0 | % | |||||
Net occupancy | 4,587 | 4,103 | 11.8 | 9,110 | 8,505 | 7.1 | |||||||||||
Professional services | 4,876 | 3,985 | 22.4 | 8,215 | 7,424 | 10.7 | |||||||||||
Furniture and equipment | 3,450 | 2,710 | 27.3 | 6,359 | 4,904 | 29.7 | |||||||||||
Business development and travel | 2,180 | 2,296 | (5.1 | ) | 4,171 | 3,912 | 6.6 | ||||||||||
Correspondent bank fees | 1,243 | 1,094 | 13.6 | 2,524 | 2,134 | 18.3 | |||||||||||
Data processing services | 789 | 1,392 | (43.3 | ) | 1,874 | 2,483 | (24.5 | ) | |||||||||
Telephone | 902 | 857 | 5.3 | 1,684 | 1,635 | 3.0 | |||||||||||
Postage and supplies | 872 | 632 | 38.0 | 1,644 | 1,216 | 35.2 | |||||||||||
Tax credit fund amortization | 620 | 716 | (13.4 | ) | 1,240 | 1,431 | (13.3 | ) | |||||||||
Advertising and promotion | 924 | 357 | (158.8 | ) | 1,180 | 531 | 122.2 | ||||||||||
Impairment of goodwill | | 17,000 | (100.0 | ) | | 17,000 | (100.0 | ) | |||||||||
Trust preferred securities distributions | | 313 | (100.0 | ) | | 594 | (100.0 | ) | |||||||||
Other | 2,054 | 2,262 | (9.2 | ) | 3,562 | 4,366 | (18.4 | ) | |||||||||
Total noninterest expense | $ | 63,650 | $ | 67,203 | (5.3 | )% | $ | 116,819 | $ | 117,311 | (0.4 | )% | |||||
Quarter and Six Months ended June 30, 2004 compared to Quarter and Six Months ended June 30, 2003
Compensation and benefits expenses increased for the three and six months ended June 30, 2004 over the respective prior year periods, partially due to incentive compensation expense, which can be attributed to our performance. In addition, we implemented a new combined performance and retention compensation plan at SVB Alliant. This plan provides for the payment of retention amounts in late 2004 and late 2005. The total incremental impact on our compensation due to these new plans at SVB Alliant, for the quarter end June 30, 2004, was approximately $3.3 million. We expect the accounting expense associated with these plans to decrease significantly in the fourth quarter of 2004. We expect "pay-for-performance" and other forms of incentive compensation to constitute a greater portion of aggregate compensation and benefits expense in future periods, causing such expense to fluctuate with our operating results. Full-time equivalent (FTE) personnel were 991 at June 30, 2004, an increase from 980 FTE personnel at June 30, 2003.
Net occupancy expenses increased for the three and six months ended June 30, 2004, primarily due to increased premises lease expenses associated with the expansion of Silicon Valley Bank offices in certain growth markets.
Professional services expenses, which consist of costs associated with corporate legal services, litigation settlements, accounting and auditing services, consulting, and our board of directors, totaled $4.9 million in the second quarter of 2004, a $0.9 million increase from the $4.0 million incurred in the second quarter of 2003. The increase was primarily due to a slight increase in corporate legal fees incurred in the ordinary course of business, as well as an increase in accounting fees partly due to the additional costs associated with meeting the requirements of the Sarbanes-Oxley Act of 2002. We experienced a similar increase between the six-month periods ended June 30, 2004 and 2003.
Furniture and equipment expenses increased for the three and six months ended June 30, 2004 over the comparable prior year periods, primarily due to expensed assets associated with the consolidation of two California offices. Also, see data processing below.
38
Data processing expense decreased in both the three and six months ended June 30, 2004, compared to the equivalent prior year periods. In late 2003, we renegotiated the terms of a vendor relationship from outsourced data processing provider to a short-term software licensing arrangement. Hence the expenses associated with this vendor, which were classified as data processing in the first six months of 2003, have been classified as furniture and equipment in 2004. We intend to in-source this data processing application in late 2004.
Correspondent bank fees increased for the three and six-month periods ended June 30, 2004 over the comparable prior year periods. Many of our correspondent banks provide earnings credits to offset the bank fees we incur when using their services. Earnings credits are generally calculated using average daily deposit balances, less a reserve requirement and a short-term market interest rate. We received lower earnings credits in the second quarter and first half of 2004 versus the comparable prior year periods, due to lower market interest rates. As a result, we had fewer earnings credits to offset bank fees we incurred. Thus, we incurred higher recognizable bank fees in 2004 as compared with 2003. Also, we made the decision to lower our average balances with correspondent banks because our investment alternatives yielded a higher return than our earnings credit rate.
At June 30, 2003, we concluded SVB Alliant had an impairment of goodwill based on our market approach valuation and forecasted discounted cash flows for that reporting unit. As required by SFAS No.142 in measuring the amount of goodwill impairment, we made a hypothetical allocation of the reporting unit's estimated fair value to the tangible and intangible assets (other than goodwill) of the reporting unit. Based on this allocation, we concluded that $17.0 million of the related goodwill was impaired and was required to be expensed as a noncash charge to continuing operations during the second quarter of 2003. We conducted our annual valuation analysis of the SVB Alliant reporting unit as of the end of the second quarter of 2004 and 2003. The 2004 analysis indicated no impairment.
Minority Interest in Net (Gains) Losses of Consolidated Affiliates
Investment gains or losses related to our managed funds, (see Part 1, Item 1, Interim Consolidated Financial Statements, Note 4. Investments Securities), are included in noninterest income. Minority interest primarily represents net investment gains or losses and management fees attributable to the minority interest holders in these managed funds.
The minority interest share of net (gains) and losses, primarily relating to our managed funds, totaled $(0.1) million for the three months ended June 30, 2004 and $2.8 million of the three months ended June 30, 2004. This shift in minority interest results was mainly due to gains recognized on investment securities held by these limited partnerships.
Income Taxes
Our effective tax rate was 38.6% for the second quarter and 37.6% for the first half of 2004 compared with (58.7)% for the second quarter of 2003 and 29.8% for the first half of 2003. We realized a tax benefit of $0.8 million in the second quarter of 2003, primarily due to the impact of the impairment of goodwill, recorded as noninterest expense during the period.
Operating Segment Results
Commercial Banking
Quarter ended June 30, 2004 compared to Quarter ended June 30, 2003
Commercial Banking's second quarter pretax income of $15.6 million, represented a slight increase of $0.6 million or 4.0%, compared to $15.0 million for the same quarter in 2003. This increase was primarily attributable to a beneficial net change in the provision for loan losses, an increase in noninterest income, which were largely offset by an increase in noninterest expense.
39
Net interest income increased by $1.6 million. Commercial Banking's sources of funding, primarily average client deposits, exceeded the funding requirement of its loans. Each business segment receives a notional credit for excess sources of funding, or pays a notional credit for a shortfall in sources of funding. The notional credit is based on a U.S. Treasury Bill rate. Thus, Commercial Banking experienced a favorable volume variance of $3.1 million associated with its notional credit for its excess sources of funding. However, it experienced a $1.5 million unfavorable notional rate variance due to a decrease in the applicable U.S. Treasury Bill rate between the second quarter of 2003 and the second quarter of 2004.
The beneficial net change of $2.8 million in the provision for loan losses resulted directly from net loan recoveries in the second quarter of 2004, which were related to the commercial bank's clients. Our segment reporting includes net charge-offs in lieu of provision expense to determine financial performance.
The increase in noninterest income was primarily related to a $1.7 million increase in letter of credit and foreign exchange fees, a $0.5 million increase in deposit service charges, and a $0.4 million increase in sweep revenue, (see further discussion under Part I, Item 2., Management's Discussion and Analysis of Financial Condition and Results of Operations; Noninterest Income).
The $7.2 million increase in noninterest expense was primarily driven by a $2.5 million increase in direct compensation and benefits expense, and increased allocated expenses of $4.9 million. The increase in direct compensation and benefits expense was largely due to incentive compensation, which increased by $1.0 million, or 71%, from $1.4 million in the second quarter.
Six months ended June 30, 2004 compared to Six months ended June 30, 2003
Commercial Banking's first half pretax income of $31.4 million, represented an increase of $3.1 million, or 11.0%, compared to $28.3 million for the same period in 2003. This increase was primarily attributable to a beneficial net change in the provision for loan losses, an increase in noninterest income, which were largely offset by an increase in noninterest expense.
Net interest income increased by $1.0 million. Commercial Banking's sources of funding, primarily average client deposits, exceeded the funding requirement of its loans. Each business segment receives a notional credit for excess sources of funding, or pays a notional credit for a shortfall in sources of funding. The notional credit is based on a U.S. Treasury Bill rate. Thus, Commercial Banking experienced a favorable volume variance of $5.1 million associated with its notional credit for its excess sources of funding. However, it experienced a $4.1 million unfavorable notional rate variance due to a decrease in the applicable U.S. Treasury Bill rate between the second quarter of 2003 and the second quarter of 2004.
The beneficial net change of $5.5 million in the provision for loan losses resulted directly from net loan recoveries in the 2004 first half, which were related to the commercial bank's client. Recoveries in the 2004 first half include two asset-based lending credits totaling $2.1 million, and a non-technology niche loan of $1.1 million. Our segment reporting includes net charge-offs in lieu of provision expense to determine financial performance.
The increase in noninterest income was primarily related to a $2.0 million increase in letter of credit and foreign exchange income and a $1.4 million increase in deposit service charges (see further discussion under Part I, Item 2., Management's Discussion and Analysis of Financial Condition and Results of Operations; Noninterest Income).
The $8.2 million increase in noninterest expense was primarily driven by a $4.8 million increase in direct compensation and benefits expense, and increased allocated expenses of $3.2 million. The increase in compensation and benefits expense was largely due to incentive compensation, which increased by $1.9 million, or 70%, from $2.7 million in the 2003 second quarter.
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Balance Sheet Analysis
Commercial Banking had an increase in average deposits during the second quarter of 2004 compared to the second quarter of 2003. The increase in deposits reflects an improved funding environment for our venture capital-backed commercial clients, as well as an increase in client initial public offerings. Additionally, we are engaged in various marketing initiatives to attract and retain commercial clients at all stages of growth.
Merchant Banking (SVB Capital)
Quarter ended June 30, 2004 compared to Quarter ended June 30, 2003
Merchant Banking's second quarter of 2004 pretax income of $2.5 million, represented a $3.0 million increase compared to a $0.5 million pretax loss for the same quarter in 2003. This was primarily attributable to an increase in noninterest income of $3.7 million, partially offset by the impact of an increase in noninterest expenses of $0.8 million.
The increase in noninterest income was primarily due to an increase in income from client warrants. In addition, returns on investment securities improved to a $0.5 million gain in the 2004 second quarter from a loss of $3.8 million in the same 2003 period (see further discussion under Part I, Item 2., Management's Discussion and Analysis of Financial Condition and Results of Operations; Noninterest Income).
The increase in noninterest expense is primarily attribute to a $0.5 million increase in direct compensation and benefits expense.
Six months ended June 30, 2004 compared to Six months ended June 30, 2003
Merchant Banking's pretax income for the first six months 2004 of $4.6 million represented a $4.0 million increase compared to $0.6 million for the same period in 2004. This was primarily attributable to an increase in noninterest income of $6.0 million, partially offset by a decrease in net interest income of $0.7 million and an increase in noninterest expense of $1.3 million.
The increase in noninterest income was primarily due to an increase in income from client warrants. In addition, returns on investment securities improved to a $0.7 million gain in the first half of 2004 from a loss of $8.3 million in the equivalent 2003 period (see further discussion under Part I, Item 2., Management's Discussion and Analysis of Financial Condition and Results of Operations; Noninterest Income).
The decrease in net interest income was primarily attributable to lower short-term market interest rates in the first half of 2004 compared to the first half of 2003.
The increase in noninterest expense is primarily attributable to a $1.1 million increase in direct compensation and benefits expense.
Balance Sheet Analysis
Merchant Banking had an increase in average deposits during the second quarter of 2004 compared to the second quarter of 2003. The growth in deposits was due to various market factors, including an improved funds flow environment for Merchant Banking's client base, venture capital and private equity firms.
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Investment Banking (SVB Alliant)
Quarter ended June 30, 2004 compared to Quarter ended June 30, 2003
Investment Banking's second quarter of 2004 pretax income of $0.4 million, represented a $16.0 million increase compared to a $15.6 million pretax loss for the same quarter in 2003.
The pretax loss in the second quarter of 2003 was primarily due to the impairment of goodwill charge of $17.0 million. See "Part 1.Financial InformationItem 1. Interim Consolidated Financial StatementsNote 6. Goodwill" for further discussion.
Noninterest income in the second quarter of 2004 of $10.9 million, represented a $6.3 million increase compared to noninterest income in the same quarter of 2003 of $4.6 million. The increase was substantially attributable to one significant transaction, which was completed in the second quarter of 2004.
Noninterest expense in the second quarter of 2004 of $10.5 million, represented a $9.8 million decrease compared to noninterest expense in the same quarter of 2003 of $20.3 million. The decrease was primarily due to a $17.0 million impairment of goodwill charge incurred in the second quarter of 2003. This was partially offset by increased compensation and benefits expenses of $7.0 million in the second quarter of 2004 as compared to the same period in 2003. Of this $7.0 million increase, $5.6 million was attributable to increased incentive compensation, $0.5 was attributable to increased compensation, $0.6 million was attributable to increased employee benefits and $0.3 million was attributable to increased stock based compensation expense. Investment Banking's incentive compensation plans provide for approximately half of its revenues to be paid in compensation to its employees. In the second quarter of 2004, we implemented a new combined performance and retention compensation plan at SVB Alliant. This plan provides for the payment of retention amounts in late 2004 and late 2005. The total incremental impact on our compensation due to these new plans at SVB Alliant, for the quarter end June 30, 2004, was approximately $3.3 million. We expect the accounting expense associated with these plans to decrease significantly in the fourth quarter of 2004.
Six months ended June 30, 2004 compared to Six months ended June 30, 2003
Investment Banking's first half of 2004 pretax income of $0.4 million, represented a $14.8 million increase compared to a $14.4 million pretax loss for the same period in 2003.
The pretax loss in the first half of 2003 was primarily due to the goodwill impairment charge of $17.0 million recognized in the second quarter of 2003. Please see "Part 1. Financial InformationItem 1. Notes to the Interim Consolidated Financial StatementsNote 6. Goodwill" for further discussion.
Noninterest income in the first half of 2004 of $15.0 million, represented a $6.2 million increase compared to noninterest income in the first half of 2003 of $8.8 million. The increase was substantially attributable to one significant transaction, which was completed in the second quarter of 2004.
Noninterest expense in the first six months of 2004 of $14.6 million, represented a $8.6 million decrease compared to noninterest expense in the same period in 2003 of $23.2 million. The decrease was primarily due to a $17.0 million impairment of goodwill charge incurred in the second quarter of 2003. This was partially offset by increased compensation and benefits expenses of $8.2 million in the first six months of 2004 as compared to the same period in 2003. Of this $8.2 million increase, $5.8 million was attributable to increased incentive compensation, $1.3 was attributable to increased base compensation, $0.8 million was attributable to increased employee benefits and $0.2 million was attributable to increased stock based compensation expense.
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Balance Sheet Analysis
Investment Banking's average total assets were lower in the both the second quarter of 2004 and in the first half of 2004 due to the reduction in goodwill resulting from the $17.0 million impairment of goodwill charge recorded in the second quarter of 2003. Please see "Part 1. Financial InformationItem 1. Interim Consolidated Financial StatementsNote 6. Goodwill" for further discussion.
Private Client Services And Other Sectors
The Private Client Services and Other column includes private client services banking and all other activities not allocated to clients. Our segment reporting is based on client data and is under continuous refinement. As a result the "Private Client Services and Other" segment column will be subject to large amounts of variability from period to period as our management reporting and cost allocation process evolves. Pretax profits for the three and six months ended June 30, 2004 improved from the respective prior periods.
Financial Condition
Our total assets were $4.9 billion at June 30, 2004, an increase of $392.2 million, or 8.8%, compared to $4.5 billion at December 31, 2003.
The growth in our total assets was primarily funded by an increase in client deposits. The increase in total assets was largely concentrated in investment securities and loans.
Federal Funds Sold and Securities Purchased Under Agreement to Resell
Federal funds sold and securities purchased under agreement to resell totaled $331.1 million at June 30, 2004, a decrease of $211.4 million, or 39.0%, compared to the $542.5 million outstanding at December 31, 2003. Generally, we shifted investible funds into longer-term investment securities. Our plan is to continue the trend of managing federal funds sold and overnight repurchase agreements at appropriate levels.
Investment Securities
Investment securities totaled $2.1 billion at June 30, 2004, an increase of $512.6 million, or 32.5% from December 31, 2003. The increase was largely attributable to mortgage-backed securities, which increased by $442.2 million and asset-backed securities, which increased by $44.7 million.
The increase in interest rates across the 2, 3, 5 and 10 year segments of the market interest rate curve during the first half of 2004 resulted in pre-tax unrealized losses on our available-for-sale fixed income securities investment portfolio, of $19.2 million as of June 30, 2004. This unrealized loss on available-for-sale fixed income securities was partially offset by a pre-tax unrealized gain of $2.9 million associated with equity securities, which includes our warrant portfolio, venture capital fund, private equity and managed fund investments.
Based on June 30, 2004 market valuations, we had $1.9 million in unrealized pre-tax warrant gains. We are restricted from exercising many of these warrants until later in 2004 and 2005. As of June 30, 2004, we directly held 1,877 warrants in 1,342 companies and made investments, directly and through its managed investment funds, in 289 venture capital funds, and had direct equity investments in 41 companies, many of which are private. We are typically contractually precluded from taking steps to secure any current unrealized gains associated with many of these equity instruments. Hence, the amount of income realized by us from these equity instruments in future periods may vary materially from the current unrealized amount due to fluctuations in the market prices of the underlying common stock of these companies.
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Refer to our Annual Report on Form 10-K under "Item 7. Management's Discussion and Analysis of Financial Condition and Results of OperationsCritical Accounting Policies and Estimates" for our accounting policies related to investment securities.
Loans
Loans, net of unearned income, at June 30, 2004, totaled $2.1 billion, an increase of $125.2 million from the balance at December 31, 2003. Our strategy is to grow loans modestly throughout the remainder of 2004 in line with improved venture capital fund activity and as our later stage corporate technology efforts continue to develop.
Credit Quality and the Allowance for Loan Losses
For a description of the accounting policies related to the allowance for loan losses, see "Part 1. Financial InformationItem 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsCritical Accounting Policies and Estimates."
We incurred $3.1 million and $7.1 million in gross loan charge-offs during the three and six months ended June 30, 2004, respectively. The gross charge-offs in the second quarter of 2004 included two life science term loans totaling $1.7 million and one software factoring credit totaling $0.7 million. We realized $4.4 million and $7.3 million in gross loan loss recoveries during the three and six months ended June 30, 2004, respectively. The gross recoveries in the second quarter of 2004 included two software asset based lending credits totaling $2.1 million. The remainder of gross charge-offs and recoveries for the second quarter of 2004 represented a diverse portfolio of relatively small loans.
Nonperforming assets consist of well-secured loans that are past due 90 days or more but are still accruing interest and loans on nonaccrual status. The table below sets forth certain relationships between nonperforming assets and the allowance for loan losses:
(Dollars in thousands) |
June 30, 2004 |
December 31, 2003 |
||||||
---|---|---|---|---|---|---|---|---|
Nonperforming assets: | ||||||||
Loans past due 90 days or more | $ | 547 | $ | | ||||
Nonaccrual loans | $ | 12,010 | $ | 12,350 | ||||
Total nonperforming assets | $ | 12,557 | $ | 12,350 | ||||
Nonperforming loans as a percentage of total gross loans | 0.6 | % | 0.6 | % | ||||
Nonperforming assets as a percentage of total assets | 0.3 | % | 0.3 | % | ||||
Allowance for loan losses: |
$ |
61,900 |
$ |
64,500 |
||||
As a percentage of total gross loans | 2.9 | % | 3.2 | % | ||||
As a percentage of nonperforming loans | 493.0 | % | 522.3 | % |
In addition to the loans disclosed in the foregoing analysis, we have identified one media and one private client services loan which total $7.5 million, that, on the basis of information known to us, were judged to have a higher than normal risk of becoming nonperforming. We are not aware of any other loans where known information about possible problems of the borrower casts serious doubts about the ability of the borrower to comply with the loan repayment terms.
Deposits
Deposits increased by $338.5 million to $4.0 billion at June 30, 2004, compared with $3.7 billion at December 31, 2003. The increase in deposits reflects an improved funding environment, increasing
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venture capital fund activity, and our various initiatives, to drive new business. Noninterest-bearing demands deposits remained unchanged as a percentage of total deposits, at approximately 60%.
Liabilities
Other liabilities at June 30, 2004 decreased from December 31, 2003, primarily due to a decrease in deferred taxes payable.
Short-term borrowing
Short-term borrowings at June 30, 2004 increased by $25.1 million from $9.1 million at December 31, 2003, primarily due to our entering into federal funds purchase arrangements on June 30, 2004 with an average interest rate of 1.4% repayable on July 1, 2004.
Capital Resources
Our management seeks to maintain adequate capital to support anticipated asset growth and credit risks, and to ensure that Silicon Valley Bancshares and Silicon Valley Bank are in compliance with all regulatory capital guidelines. Our primary sources of new capital include the issuance of common stock, as well as retained earnings.
We did not repurchase any common stock in the first six months of 2004. See "Part 1. Financial InformationItem 1. Notes to the Interim Consolidated Financial StatementsNote 10 to the Consolidated Financial StatementsCommon Stock Repurchase," for amounts of common stock repurchased in 2003.
Stockholders' equity totaled $473.5 million at June 30, 2004, an increase of $26.5 million, or 5.9%, from the $447.0 million balance at December 31, 2003. This increase was primarily due to our earnings and the exercise of employee stock options, off set by a shift to a negative mark to market on our net unrealized position on available-for-sale investments. See "Financial ConditionInvestment Securities" for additional discussion on the net unrealized loss or available-for-sale securities. We have not paid a cash dividend on our common stock since 1992, and we do not have any material commitments for capital expenditures as of June 30, 2004.
Over time, funds generated through retained earnings are a significant source of capital and liquidity, and are currently expected to continue to be so in the future. Our management engages in a periodic capital planning process in an effort to make effective use of the capital available to us. The capital plan considers capital needs for the foreseeable future and allocates capital to both existing business activities and expected future business activities. Expected future activities for which capital is set aside include potential product expansions and acquisitions of new business lines. Once capital is allocated to both existing and future business needs, management determines if any excess capital is available and recommends to the board of directors appropriate steps to utilize the excess capital. In the future, excess capital may be used for common share repurchases or to pay dividends. However, as of June 30, 2004, there are no plans for payment of dividends.
Both Silicon Valley Bancshares and Silicon Valley Bank are subject to capital adequacy guidelines issued by the Federal Reserve Board. Under these capital guidelines, the minimum total risk-based capital ratio and Tier 1 risk-based capital ratio requirements are 10.0% and 6.0%, respectively.
The Federal Reserve Board has also established minimum capital leverage ratio guidelines for state member banks. The ratio is determined using Tier 1 capital divided by quarterly average total assets. The guidelines require a minimum of 5.0% for a well-capitalized depository institution. For further information on risk-based capital and leverage ratios as defined by the Federal Reserve Board, see our 2003 Annual Report on Form 10-K, under "Item 1. BusinessSupervision and RegulationRegulatory Capital."
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Both Silicon Valley Bancshares' and Silicon Valley Bank's capital ratios were in excess of regulatory guidelines for a well-capitalized depository institution as of June 30, 2004, and December 31, 2003. Capital ratios for Silicon Valley Bancshares are set forth below:
|
June 30, 2004 |
December 31, 2003 |
|||
---|---|---|---|---|---|
Silicon Valley Bancshares: | |||||
Total risk-based capital ratio | 16.7 | % | 16.6 | % | |
Tier 1 risk-based capital ratio | 13.1 | % | 12.0 | % | |
Tier 1 leverage ratio | 10.8 | % | 10.3 | % |
The improvement in our total risk-based capital, tier 1 risk-based capital and tier 1 leverage ratios from December 31, 2003, to June 30, 2004, was attributable to an increase in Tier 1 capital from year-to-date earnings and from proceeds from the exercise of employee stock options, partially offset by growth in risk-weighted assets, particularly loans.
Liquidity
An important objective of asset/liability management is to manage liquidity. The objective of liquidity management is to ensure that funds are available in a timely manner to meet loan demand, to meet depositors' needs, and to service other liabilities as they become due without causing an undue amount of cost or risk and without causing a disruption to normal operating conditions.
We regularly assess the amount and likelihood of projected funding requirements through a review of factors such as historical deposit volatility and funding patterns, present and forecasted market and economic conditions, individual client funding needs, and existing and planned business activities. Our Asset/Liability Committee provides oversight to the liquidity management process and recommends policy guidelines, subject to our board of directors' approval, and courses of action to address our actual and projected liquidity needs.
The ability to attract a stable, low-cost deposit base is our primary source of liquidity. We continue to expand on opportunities to increase our liquidity and take steps to carefully manage our liquidity. In the third quarter of 2002, we became a member of the Federal Home Loan Bank of San Francisco, thereby adding to our liquidity channels. Other sources of liquidity available to us include federal funds purchased, reverse repurchase agreements, and other short-term borrowing arrangements. Our liquidity requirements can also be met through the use of our portfolio of liquid assets. Our definition of liquid assets includes cash and cash equivalents in excess of the minimum levels necessary to carry out normal business operations, federal funds sold, securities purchased under resale agreements, investment securities maturing within six months, investment securities eligible and available for financing or pledging purposes with a maturity in excess of six months, and anticipated near-term cash flows from investments.
Our policy guidelines provide that liquid assets as a percentage of total deposits should not fall below 20.0%. At June 30, 2004, the Bank's ratio of liquid assets to total deposits was 51.0%. This ratio is well in excess of our minimum policy guidelines and was higher than the ratio of 48.6% as of December 31, 2003. In addition to monitoring the level of liquid assets relative to total deposits, we also utilize other policy measures in liquidity management activities. As of June 30, 2004, we were in compliance with all of these policy measures.
In analyzing our liquidity during for the six months ended June 30, 2004, reference is made to our consolidated statement of cash flows for the six months ended June 30, 2004; see "Item 1. Interim Consolidated Financial Statements." The statement of cash flows includes separate categories for operating, investing, and financing activities. Operating activities included net income of $29.7 million for the first half of 2004, which was adjusted for certain non-cash items including a $2.7 million
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recovery of provision for loan losses, depreciation, deferred tax assets, and an assortment of other miscellaneous items resulting in positive cash generated from operations. Investing activities consisted of transactions in investment securities resulting in a net cash outflow of $539.2 million and the net change in total loans, which resulted in a net cash outflow of $133.7 million during the first half of 2004. The net cash outflow from securities transactions were the net result of purchases of investment securities, offset by securities maturities and sales. The net cash outflow related to loans relate to loan originations offset by principal collections. Financing activities reflected cash inflows of $399.0 million primarily resulting from a $338.5 million increase in deposits. The net cash outflow from securities transactions were the net result of purchases of investment securities, offset by securities maturities and sales. In the first half of 2004, we did not repurchase any common stock. In total, the transactions noted above resulted in a net cash outflow of $250.4 million for the six months ended June 30, 2004 and total cash and cash equivalents, as defined in our consolidated statement of cash flows, of $544.6 million at June 30, 2004.
On a stand-alone basis, Bancshares' primary liquidity channels include dividends from Silicon Valley Bank, its investment portfolio assets, and its ability to raise debt and capital. The ability of Silicon Valley Bank to pay dividends is subject to certain regulations described in "Item 1. BusinessSupervision and RegulationRestriction on Dividends" of our 2003 Annual Report on Form 10-K.
Forward-Looking Statements
This discussion and analysis contained forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Our senior management has in the past and might in the future make forward-looking statements orally to analysts, investors, the media, and others. Forward-looking statements are statements that are not historical facts. Broadly speaking, forward-looking statements include, without limitation:
In this report, we make forward-looking statements discussing our management's expectations about:
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You can identify these and other forward-looking statements by the use of words such as "becoming," "may," "will," "should," "predicts," "potential," "continue," "anticipates," "believes," "estimates," "seeks," "expects," "plans," "intends," or the negative of such words, or comparable terminology. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we have based these expectations on our beliefs as well as our assumptions, and such expectations may prove to be incorrect. Our actual results of operations and financial performance could differ significantly from those expressed in or implied by our management's forward-looking statements.
For information with respect to factors that could cause actual results to differ from the expectations stated in the forward-looking statements, see the subsection below "Factors that May Affect Future Results." We urge investors to consider all of these factors carefully in evaluating the forward-looking statements contained in this discussion and analysis. All subsequent written or oral forward-looking statements attributable to our company or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. The forward-looking statements included in this filing are made only as of the date of this filing. We do not intend, and undertake no obligation, to update these forward-looking statements.
Factors That May Affect Future Results
Our business faces significant risks. The factors described below may not be the only risks we face, and is not intended to serve as a comprehensive listing. Additional risks that we do not yet know of or that we currently think are immaterial may also impair our business operations. If any of the events or circumstances described in the following factors actually occur, our business, financial condition and/or results of operations could suffer.
If a significant number of clients fail to perform under their loans, our business, profitability, and financial condition would be adversely affected.
As a lender, the largest risk we face is the possibility that a significant number of our client borrowers will fail to pay their loans when due. If borrower defaults cause losses in excess of our allowance for loan losses, it could have an adverse effect on our business, profitability, and financial condition. We have established an evaluation process designed to determine the adequacy of the allowance for loan losses. While this evaluation process uses historical and other objective information, the classification of loans and the establishment of loan losses are dependent to a great extent on our experience and judgment. We cannot assure you that our allowance for loan losses will be sufficient to absorb future loan losses or prevent a material adverse effect on our business, profitability or financial condition.
Because of the credit profile of our loan portfolio, our levels of nonperforming assets and charge-offs can be volatile, and we may need to make material provisions for loan losses in any period, which could cause reduced net income or increased net losses in that period.
Our loan portfolio has a credit profile different from that of most other banking companies. Many of our loans are made to companies in the early stages of development with negative cash flow and no established record of profitable operations. In many cases, repayment of the loan is dependent upon receipt of additional equity financing from venture capitalists or others. Collateral for many of the loans often includes intellectual property, which is difficult to value and may not be readily salable in
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the case of default. Because of the intense competition and rapid technological change that characterizes the companies in our technology and life science industry sectors, a borrower's financial position can deteriorate rapidly. We also make loans that are larger, relative to the revenues of the borrower, than those made by traditional small business lenders, so the impact of any single borrower default may be more significant to us. Because of these characteristics, our level of nonperforming loans and loan charge-offs can be volatile and can vary materially from period to period. Changes in our level of nonperforming loans may require us to make material provisions for loan losses in any period, which could reduce our net income or cause net losses in that period.
Our current level of interest rate spread may decline in the future. Any material reduction in our interest spread could have a material impact on our business and profitability.
A major portion of our net income comes from our interest rate spread, which is the difference between the interest rates paid by us on interest-bearing liabilities, such as deposits and other borrowings, and the interest rates we receive on interest-earning assets, such as loans extended to our clients and securities held in our investment portfolio. Interest rates are highly sensitive to many factors beyond our control, such as inflation, recession, global economic disruptions, and unemployment. In addition, legislative changes could affect the manner in which we pay interest on deposits or other liabilities. For example, Congress has for many years debated repealing a law that prohibits banks from paying interest rates on checking accounts. If this law were to be repealed, we would be subject to competitive pressure to pay interest on our clients' checking accounts, which would negatively affect our interest rate spread. Any material decline in our interest rate spread would have a material adverse effect on our business and profitability.
Decreases in the amount of equity capital available to start-up and emerging-growth companies could adversely affect our business, profitability, and growth prospects.
Our strategy has focused on providing banking products and services to emerging-growth and middle-market companies receiving financial support from sophisticated investors, including venture capitalists, "angels," and corporate investors. In some cases, our lending credit decision is based on our analysis of the likelihood that our venture capital or angel-backed client will receive a second or third round of equity infusion from investors. If the amount of capital available to such companies decreases, it is likely that the number of new clients and investor financial support to our existing borrowers could decrease, having an adverse effect on our business, profitability and growth prospects.
Among the factors that have and could in the future affect the amount of capital available to startup and emerging-growth companies are the receptivity of the capital markets to initial public offerings or mergers and acquisitions of companies within our technology and life science industry sectors, the availability and return on alternative investments, and general economic conditions in the technology and life sciences industries. Reduced capital markets valuations could reduce the amount of capital available to startup and emerging-growth companies, including companies within our technology and life science industry sectors.
Our business is dependent upon access to funds on attractive terms.
We derive our net interest income through lending or investing capital on terms that provide returns in excess of our costs for obtaining that capital. As a result, our credit ratings are extremely important to our business. A reduction in our credit ratings could adversely affect our liquidity and competitive position, increase our borrowing costs (or trigger obligations under certain existing borrowings and other contracts), or increase the interest rates we pay our depositors. Further, our credit ratings and the terms upon which we have access to capital may be influenced by circumstances beyond our control, such as overall trends in the general market environment, perceptions about our creditworthiness or market conditions in the industries in which we focus.
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In the event that we change our method of accounting for stock compensation expense, our cash flows and results of operations, as well as our ability to retain certain key employees, could be adversely affected.
We account for our employee stock options in accordance with Accounting Principles Board Opinion No. 25 and related interpretations, which provide that any compensation expense relative to employee stock options be measured based on the intrinsic value of the stock options. As a result, when options are priced at the fair market value of the underlying stock on the date of grant, as is our practice, we incur no compensation expense. However, the Financial Accounting Standards Board has proposed in its exposure draft entitled "Proposed Statement of Financial Accounting Standards" new accounting requirements that, if adopted, would cause us to record compensation expense for all employee stock option grants. Any such expense, although it would not affect our cash flows, could have a material impact on our results of operations. Accordingly, if such accounting requirements are adopted, we may implement alternative employee compensation structures including, for example, the reduced use of equity compensation and increased employee cash compensation. We continue to evaluate different approaches in employee compensation. Any such changes in approach could adversely affect our cash flows and results of operations, and our ability to retain certain key employees.
We are subject to extensive regulation that could limit or restrict our activities and impose financial requirements or limitations on the conduct of our business.
Silicon Valley Bancshares, Silicon Valley Bank, and their subsidiaries are extensively regulated under federal and state law. These regulations are intended primarily for the protection of depositors, other clients, and the deposit insurance fundnot for the benefit of stockholders or security holders. Federal and state laws and regulations limit or otherwise affect the activities in which Silicon Valley Bancshares, Silicon Valley Bank, and their subsidiaries may engage. A change in the applicable statutes, regulations, or regulatory policy may have a material effect on our business and that of our subsidiaries. In addition, Silicon Valley Bancshares, Silicon Valley Bank and their subsidiaries are required to maintain certain minimum levels of capital. Federal and state banking regulators possess broad powers to take supervisory action, as they deem appropriate, with respect to Silicon Valley Bancshares and Silicon Valley Bank. SVB Alliant and SVB Securities, both broker-dealer subsidiaries, are regulated by the SEC and the National Association of Securities Dealers, Inc. (NASD). Violations of the stringent regulations governing the actions of a broker-dealer can result in the revocation of broker-dealer licenses, the imposition of censures or fines, the issuance of cease and desist orders, and the suspension or expulsion from the securities business of a firm, its officers or employees. Supervisory actions can result in higher capital requirements, higher insurance premiums, and limitations on the activities of Silicon Valley Bancshares, Silicon Valley Bank or their subsidiaries. These supervisory actions could have a material adverse effect on our business and profitability.
Warrant, venture capital fund, and direct equity investment portfolio gains or losses depend upon the performance of the portfolio investments and the general condition of the public equity markets, which is uncertain.
We have historically obtained rights to acquire stock, in the form of warrants, in certain clients as part of negotiated credit facilities. We may not be able to realize gains from warrants in future periods, or our realized gains may be materially less than the current level of unrealized gains disclosed in this filing. We also have made investments in venture capital funds as well as direct equity investments in companies. The timing and amount of income, if any, from the disposition of client warrants, venture capital funds and direct equity investments typically depend upon factors beyond our control, including the performance of the underlying portfolio companies, investor demand for initial public offerings, fluctuations in the market prices of the underlying common stock of these companies, levels of mergers
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and acquisitions activity, and legal and contractual restrictions on our ability to sell the underlying securities. In addition, our investments in venture capital funds and direct equity investments have lost value and could continue to lose value or become worthless, which would reduce our net income or could cause a net loss in any period. All of these factors are difficult to predict, particularly in the current economic environment. Additionally, it is likely that additional investments within our existing portfolio will become impaired. However, we are not in a position to know at the present time which specific investments, if any, are likely to be impaired or the extent or timing of individual impairments. Therefore, we cannot predict future investment gains or losses with any degree of accuracy, and any gains or losses are likely to vary materially from period to period.
Public offerings and mergers and acquisitions involving our clients can cause loans to be paid off early, which could adversely affect our business and profitability.
While an active market for public equity offerings and mergers and acquisitions generally has positive implications for our business, one negative consequence is that our clients may pay off or reduce their loans with us if they complete a public equity offering or are acquired or merge with another company. Any significant reduction in our outstanding loans could have a material adverse effect on our business and profitability.
Adverse changes in domestic or global economic conditions, especially in the technology sector and particularly in California, could have a material adverse effect on our business, growth, and profitability.
If conditions worsen in the domestic or global economy, especially in the technology sector, our business, growth and profitability are likely to be materially adversely affected. Many of our technology clients would be harmed by a worsening of the global or U.S. economic slowdown. Our clients may be particularly sensitive to disruptions in the growth of the technology sector of the U.S. economy. In addition, a substantial number of our clients are geographically concentrated in California, and adverse economic conditions in California could harm the businesses of a disproportionate number of our clients. To the extent that our clients' underlying businesses are harmed, they are more likely to default on their loans.
If we fail to retain our key employees, our growth and profitability could be adversely affected.
We rely on experienced client relationship managers and on officers and employees with strong relationships with the venture capital community to generate new business. If a significant number of these employees were to leave us, our growth and profitability could be adversely affected. We believe that our employees frequently have opportunities for alternative employment with competing financial institutions and with our clients.
We cannot assure you that we will be able to maintain our historical levels of profitability in the face of sustained competitive pressures.
Other banks and specialty and diversified financial services companies, many of which are larger and have more capital than we do, offer lending, leasing, other financial products and advisory services to our client base. In some cases, our competitors focus their marketing on our industry sectors and seek to increase their lending and other financial relationships with technology companies, early stage growth companies or special industries such as wineries. In other cases, our competitors may offer a broader range of financial products to our clients. When new competitors seek to enter one of our markets, or when existing market participants seek to increase their market share, they sometimes undercut the pricing and/or credit terms prevalent in that market. Our pricing and credit terms could deteriorate if we act to meet these competitive challenges.
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We face risks in connection with completed or potential acquisitions.
We completed one acquisition in each of 2002 and 2001 and, if appropriate opportunities present themselves, we intend to acquire businesses, technologies, services or products that we believe are strategic. There can be no assurance that we will be able to identify, negotiate or finance future acquisitions successfully, or to integrate such acquisitions with our current business.
Future acquisitions could result in potentially dilutive issuances of equity securities, the incurrence of debt, and/or contingent liabilities, which could have a material adverse effect on our business, results of operations, and/or financial condition. Any such future acquisitions of other businesses, technologies, services or products might require us to obtain additional equity or debt financing, which might not be available on terms favorable to us, or at all; and such financing, if available, might be dilutive.
Upon completion of an acquisition, we are faced with the challenges of integrating the operations, services, products, personnel, and systems of acquired companies into our business, which may divert management's attention from ongoing business operations. In addition, acquisitions of new businesses may subject us to regulatory scrutiny. We cannot assure you that we will be successful in integrating any acquired business effectively into the operations of our business. Moreover, there can be no assurance that the anticipated benefits of any acquisition will be realized.
The success of our acquisitions is dependent on the continued employment of several key employees. If acquired businesses do not meet projected revenue targets, or if certain key employees were to leave the businesses, we could conclude that the value of the businesses has decreased and that the related goodwill has been impaired. If we were to conclude that goodwill has been impaired that conclusion would result in an impairment of goodwill charge to us, which would adversely affect our results of operations.
We could be liable for breaches of security in our online banking services. Fear of security breaches could limit the growth of our online services.
We offer various internet-based services to our clients, including online banking services. The secure transmission of confidential information over the internet is essential to maintain our clients' confidence in our online services. Advances in computer capabilities, new discoveries or other developments could result in a compromise or breach of the technology we use to protect client transaction data. Although we have developed systems and processes that are designed to prevent security breaches and periodically test our security, failure to mitigate breaches of security could adversely affect our ability to offer and grow our online services and could harm our business.
People generally are concerned with security and privacy on the Internet and any publicized security problems could inhibit the growth of the internet as a means of conducting commercial transactions. Our ability to provide financial services over the internet would be severely impeded if clients became unwilling to transmit confidential information online. As a result, our operations and financial condition could be adversely affected.
We face risks associated with international operations.
A component of our strategy is to expand internationally on a limited basis. Expansion into international markets, albeit on a limited basis, will require management attention and resources. We have limited experience in internationalizing our service, and we believe that many of our competitors are also undertaking expansion into foreign markets. There can be no assurance that we will be successful in expanding into international markets. In addition to the uncertainty regarding our ability to generate revenues from foreign operations and to expand our international presence, there are certain risks inherent in doing business on an international basis, including, among others, regulatory requirements, legal uncertainty regarding liability, tariffs, and other trade barriers, difficulties in staffing
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and managing foreign operations, longer payment cycles, different accounting practices, problems in collecting loan payments, political instability, seasonal reductions in business activity, and potentially adverse tax consequences, any of which could adversely affect the success of our international operations. To the extent we expand into international operations and have additional portions of our international revenues denominated in foreign currencies, we could become subject to increased risks relating to foreign currency exchange rate fluctuations. There can be no assurance that one or more of the factors discussed above will not have a material adverse effect on our business, results of operations, and/or financial condition.
Maintaining or increasing our market share depends on market acceptance and regulatory approval of new products and services.
Our success depends, in part, upon our ability to adapt our products and services to evolving industry standards and client demands. There is increasing pressure on financial services companies to provide products and services at lower prices. In addition, the widespread adoption of new technologies, including internet-based services, could require us to make substantial expenditures to modify or adapt our existing products or services. A failure to achieve market acceptance of any new products we introduce, or a failure to introduce products that the market may demand, could have an adverse effect on our business, profitability, or growth prospects.
Business interruptions due to natural disasters and other events beyond our control can adversely affect our business.
Our operations can be subject to natural disasters and other events beyond our control, such as earthquakes, fires, power failures, telecommunication loss, terrorist attacks, and acts of war. Our corporate headquarters and a portion of our critical business offices are located in California, near major earthquake faults. Such events of disaster, whether natural or manmade, could cause severe destruction or interruption to our operations and as a result, our business could suffer serious harm.
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ITEM 3QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Interest Rate Risk Management
A key objective of asset/liability management is to manage interest rate risk associated with changing asset and liability cash flows and market interest rate movements. Interest rate risk occurs when interest rate sensitive assets and liabilities do not re-price simultaneously both in timing and volume. Our Asset/Liability Committee provides oversight to our interest rate risk management process and recommends policy guidelines regarding exposure to interest rates for approval by our board of directors. Adherence to these policies is monitored on an ongoing basis, and decisions related to the management of interest rate exposure are made when appropriate.
We manage interest rate risk principally through strategies involving our investment securities portfolio. Our policies permit the use of off-balance-sheet derivative instruments in managing interest rate risk.
Our monitoring activities related to managing interest rate risk include both interest rate sensitivity gap analysis and the use of a simulation model. While traditional gap analysis provides a simple picture of the interest rate risk embedded in the balance sheet, it provides only a static view of interest rate sensitivity at a specific point in time and does not measure the potential volatility in forecasted results relating to changes in market interest rates over time. Accordingly, we combine the use of gap analysis with use of a simulation model that provides a dynamic assessment of interest rate sensitivity. For further information see "Item 7A. Quantitative and Qualitative Disclosures About Market Risk" in our 2003 Annual Report on Form 10-K for disclosure of the quantitative and qualitative information regarding the interest rate risk inherent in interest rate risk sensitive instruments as of December 31, 2003. As of June 30, 2004, there have been no significant changes to the interest rate risk information contained in our 2003 Annual Report on Form 10-K and our policies in managing interest rate risk.
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ITEM 4CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management evaluated, with the participation of our Chief Executive Officer and our Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures are effective to ensure that information we are required to disclose in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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There were no legal proceedings requiring disclosure pursuant to this item pending at June 30, 2004, or at the date of this report.
ITEM 2CHANGES IN SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASES OF EQUITY SECURITIES
Period |
(a) Total Number of Shares Purchased |
(b) Average Price Paid per Share |
(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(1) |
(d) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs(1) |
|||||
---|---|---|---|---|---|---|---|---|---|
April 1, 2004-April 30, 2004 | | | | $ | 46,800,000 | ||||
May 1, 2004-May 31, 2004 | | | | 46,800,000 | |||||
June 1, 2004-June 30, 2004 | | | | 46,800,000 | |||||
Total | | | | $ | 46,800,000 |
ITEM 3DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Annual Meeting of Shareholders was held on April 22, 2004. Each of the persons named in the Proxy Statement as a nominee for director was elected; the amendment to the Company's 1997 Equity Incentive Plan was approved; and the appointment of KPMG LLP as the Company's independent auditors for 2004 was ratified. The following are the voting results on each of these matters:
Election of Directors |
In Favor |
Withheld |
||
---|---|---|---|---|
James F. Burns, Jr. | 31,649,512 | 406,912 | ||
G. Felda Hardymon | 29,998,601 | 2,057,823 | ||
Alex W. Hart | 30,671,669 | 1,384,755 | ||
James R. Porter | 31,565,201 | 491,223 | ||
Michela K. Rodeno | 31,571,297 | 485,127 | ||
Larry W. Sonsini | 31,282,570 | 773,854 | ||
Kenneth P. Wilcox | 31,761,403 | 295,021 |
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Other Matters |
In Favor |
Opposed |
Abstained |
|||
---|---|---|---|---|---|---|
Approval of an amendment to the Company's 1997 Equity Incentive Plan to reserve an additional 1,500,000 shares of common stock for issuance thereunder | 18,280,057 | 6,183,595 | 103,064 | |||
Ratification of the appointment of KPMG LLP as the Company's independent auditors for 2004 |
31,429,049 |
580,673 |
46,702 |
None.
ITEM 6EXHIBITS AND REPORTS ON FORM 8-K
See Index to Exhibits on page 59 hereof. Each management contract or compensatory plan or arrangement filed as an exhibit to this Report is identified in the "Index to Exhibits" with an asterisk before the exhibit number.
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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SILICON VALLEY BANCSHARES | ||
Date: August 9, 2004 |
/s/ DONAL D. DELANEY Donal D. Delaney Corporate Controller (Principal Accounting Officer) |
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|
|
Incorporated by Reference |
|
|||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
Exhibit Number |
|
Filed Herewith |
||||||||||
Exhibit Description |
Form |
File No. |
Exhibit |
Filing Date |
||||||||
2.1 | Asset Purchase Agreement between the registrant and SVB Alliant | 8-K | 000-15637 | 2.1 | October 2, 2001 | |||||||
3.1 | Certificate of Incorporation | 8-K | 000-15637 | 3.1 | April 26, 1999 | |||||||
3.2 | Certificate of Amendment to Certificate of Incorporation | 10-Q | 000-15637 | 3.1 | May 13, 2003 | |||||||
3.3 | Amended and Restated Bylaws | 10-K | 000-15637 | 3.3 | March 11, 2004 | |||||||
3.4 | Certificate of Designation of Rights, Preferences and Privileges of Series A Participating Preferred Stock | 8-A/A | 000-15637 | 3.4 | February 27, 2004 | |||||||
4.1 | Indenture dated as of May 20, 2003 between the Company and Wells Fargo Bank Minnesota, National Association | S-3 | 333-107994 | 4.1 | August 14, 2003 | |||||||
4.2 | Form of Note (included in Exhibit 4.9) | S-3 | 333-107994 | 4.2 | August 14, 2003 | |||||||
4.3 | Registration Rights Agreement dated as of May 20, 2003, between the Company and the initial purchasers named therein | S-3 | 333-107994 | 4.3 | August 14, 2003 | |||||||
4.4 | Junior Subordinated Indenture, dated as of October 30, 2003 between Silicon Valley Bancshares and Wilmington Trust Company, as trustee | 8-K | 000-15637 | 4.12 | November 19, 2003 | |||||||
4.5 | Junior Subordinated Deferrable Debenture due October 15, 2033 of Silicon Valley Bancshares | 8-K | 000-15637 | 4.13 | November 19, 2003 | |||||||
4.6 | Amended and Restated Trust Agreement, dated as of October 30, 2003, by and among Silicon Valley Bancshares as depositor, Wilmington Trust Company as property trustee, Wilmington Trust Company as Delaware trustee, and the Administrative Trustees named therein. | 8-K | 000-15637 | 4.14 | November 19, 2003 | |||||||
4.7 | Certificate Evidencing 7% Cumulative Trust Preferred Securities of SVB Capital II | 8-K | 000-15637 | 4.15 | November 19, 2003 | |||||||
4.8 | Guarantee Agreement, dated October 30, 2003 between Silicon Valley Bancshares and Wilmington Trust Company, as trustee | 8-K | 000-15637 | 4.17 | November 19, 2003 | |||||||
4.9 | Agreement as to Expenses and Liabilities, dated as of October 30, 2003, between Silicon Valley Bancshares and SVB Capital II | 8-K | 000-15637 | 4.17 | November 19, 2003 | |||||||
4.10 | Certificate Evidencing 7% Common Securities of SVB Capital II | 8-K | 000-15637 | 4.18 | November 19, 2003 | |||||||
4.11 | Silicon Valley Bancshares Officers' Certificate and Company Order, dated October 30, 2003 | 8-K | 000-15637 | 4.19 | November 19, 2003 | |||||||
4.12 | Amended and Restated Preferred Stock Rights Agreement dated as of January 29, 2004, between Silicon Valley Bancshares and Wells Fargo Bank Minnesota, N.A. | 8-A/A | 000-15637 | 4.20 | February 27, 2004 | |||||||
10.1 | Lease Agreement Between Silicon Valley Bancshares and WRC Properties, Inc.; 3003 Tasman Drive, Santa Clara, CA 95054 | 10-K | 000-15637 | 10.17 | March 1994 | |||||||
10.2 | First Amendment dated June 10, 1997 to lease identified in Exhibit 10.1 | 10-Q | 000-15637 | 10.17(a) | August 13, 1997 | |||||||
*10.3 | Amended and Restated Silicon Valley Bancshares 1989 Stock Option Plan | 10-Q | 000-15637 | 10.28 | August 13, 1996 | |||||||
*10.4 | Silicon Valley Bank Money Purchase Pension Plan | 10-Q | 000-15637 | 10.29 | August 13, 1996 | |||||||
*10.5 | Amendment and Restatement of the Silicon Valley Bank Money Purchase Pension Plan | 10-Q | 000-15637 | 10.30 | August 13, 1996 | |||||||
*10.6 | Amendment and Restatement of Silicon Valley Bank 401(k) and Employee Stock Ownership Plan | 10-Q | 000-15637 | 10.31 | August 13, 1996 | |||||||
*10.7 | Form of Change in Control Severance Benefits Policy for Non-Executives | 10-Q | 000-15637 | 10.33 | November 13, 1996 | |||||||
*10.8 | Amended and Restated Silicon Valley Bancshares Retention Program Plan | ý | ||||||||||
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*10.9 | Severance Agreement between the Company and John C. Dean related to Garage.com as of August 12, 1998 | 10-Q | 000-15637 | 10.40 | November 13, 1998 | |||||||
*10.10 | Severance Agreement between the Company and Harry W. Kellogg related to Garage.com as of August 12, 1998 | 10-Q | 000-15637 | 10.41 | November 13, 1998 | |||||||
*10.11 | 1999 Employee Stock Purchase Plan | 10-K | 000-15637 | 10.44 | March 17, 2000 | |||||||
*10.12 | Silicon Valley Bancshares 1998 Equity Incentive Plan, amended as of July 20, 2000 | 10-Q | 000-15637 | 10.45 | November 14, 2000 | |||||||
*10.13 | Change in Control Severance Benefits Policy of Silicon Valley Bank | 10-Q | 000-15637 | 10.46 | November 14, 2000 | |||||||
*10.14 | Consulting Agreement between Silicon Valley Bancshares and John C. Dean, effective as of May 1, 2001 | 10-Q | 000-15637 | 10.47 | May 15, 2001 | |||||||
*10.15 | Silicon Valley Bancshares 1997 Equity Incentive Plan, as amended as of July 22, 2004 | ý | ||||||||||
*10.16 | Form of Indemnity Agreement between the Company and its directors and officers | 10-Q | 000-15637 | 10.50 | November 14, 2003 | |||||||
*10.17 | Form of Severance Agreement between the Company and Lauren Friedman | 10-Q | 000-15637 | 10.51 | November 14, 2003 | |||||||
*10.18 | Promissory Note Between Silicon Valley Bancshares and Marc Verissimo dated August 4, 2000 | 10-K | 000-15637 | 10.52 | March 11, 2004 | |||||||
*10.19 | Bonus Agreement Between Silicon Valley Bank and Marc Verissimo dated September 20, 2000 | 10-K | 000-15637 | 10.53 | March 11, 2004 | |||||||
*10.20 | Promissory Note Between Silicon Valley Bancshares and Ken Wilcox dated April 4, 2002 | 10-K | 000-15637 | 10.54 | March 11, 2004 | |||||||
*10.21 | Promissory Note Between Silicon Valley Bancshares and Marc Verissimo dated April 2, 2002 | 10-K | 000-15637 | 10.55 | March 11, 2004 | |||||||
*10.22 | Promissory Note Between Silicon Valley Bancshares and Greg Becker dated May 6, 2002 | 10-K | 000-15637 | 10.56 | March 11, 2004 | |||||||
*10.23 | Promissory Note Between Silicon Valley Bancshares and Greg Becker dated January 16, 2003 | 10-K | 000-15637 | 10.57 | March 11, 2004 | |||||||
*10.24 | Silicon Valley Bancshares Senior Management Incentive Compensation Plan | 10-K | 000-15637 | 10.58 | March 11, 2004 | |||||||
*10.25 | Separation Agreement Between Silicon Valley Bank and Leilani Gayles dated July 16, 2003 | 10-K | 000-15637 | 10.59 | March 11, 2004 | |||||||
*10.26 | Offer Letter to Jack Jenkins-Stark dated February 20, 2004 | 10-Q | 000-15637 | 10.26 | May 7, 2004 | |||||||
*10.27 | Offer Letter to David C. Webb dated May 25, 2004 | ý | ||||||||||
31.1 | Rule 13a-14(a)/ 15d-14(a) Certification of Principal Executive Officer | ý | ||||||||||
31.2 | Rule 13a-14(a)/ 15d-14(a) Certification of Principal Financial Officer | ý | ||||||||||
32.1 | Section 1350 Certifications | ý |
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