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3003 Tasman Drive Santa Clara, CA 95054
For release at 1:00 P.M. (PST) | Contact: |
February 17, 2004 | Lisa Bertolet | Meghan O’Leary |
| Investor Relations | Public Relations |
| (408) 654-7282 | (415) 512-4263 |
SILICON VALLEY BANCSHARES ANNOUNCES FINAL FOURTH QUARTER RESULTS
SANTA CLARA, Calif. February 17, 2004—On January 29, 2004, Silicon Valley Bancshares (NASDAQ: SIVB) announced preliminary results that excluded the impact of a Statement of Financial Accounting Standards (SFAS) No. 142 goodwill impairment test on its investment-banking subsidiary, Alliant Partners, which was in process at the time of the announcement. Alliant Partners’ actual results of operations for the latter half of 2003 were substantially below the financial projections used as the basis for a valuation analysis performed as of June 30, 2003. Additionally, the President and CEO of Alliant Partners stepped down, and the company is currently seeking his replacement. Consequently, the company prepared revised projections of Alliant’s expected performance, which were used as the basis of the current impairment test. This impairment test has now been completed and resulted in a $46.0 million pre-tax charge. Net of tax, the charge was $27.7 million, or $0.76 per share on a fully diluted basis. After reflecting the impact of this impairment of goodwill charge, the company realized a net loss of $(0.42) per diluted common share for the fourth quarter of 2003. For the year 2003, pre-tax impairment of goodwill charges totaled $63.0 million. Net of tax, the charges totaled $38.7 million, or $1.04 per diluted common share. Condensed financial statements reflecting the impact of the impairment of goodwill charge are included as part of this release.
“While general accounting standards required us to reassess Alliant’s carrying value, its strategic value to Silicon Valley Bancshares is as compelling today as it was when we purchased it,” said Kenneth Wilcox, president and CEO of Silicon Valley Bancshares.
“Because of the unpredictability of the M&A market, we can’t forecast financial performance with certainty on a quarterly basis. What we can do is continue to focus on closing the transactions in Alliant’s ever-growing pipeline and put our energy into ensuring its long-term contribution to the success of Silicon Valley Bancshares.”
Earnings Conference Call
On February 17, 2004, the company will host a conference call at 2:00 p.m. (PST) to discuss this announcement. The conference call can be accessed by dialing (877) 630-8512 and referencing the passcode “Silicon Valley Bank.” A live Webcast can be accessed at www.svb.com. A digitized replay of this conference call will be available beginning at approximately 4:30 p.m. (PST), on Tuesday, February 17, 2004, through 5:00 p.m. (PST), on Thursday, March 18, 2004, by dialing (800) 337-6558. A replay of the Webcast will also be available on www.svb.com beginning Tuesday, February 17, 2004.
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About Silicon Valley Bancshares
For 20 years, Silicon Valley Bancshares, a financial holding company offering diversified financial services, has provided innovative solutions to help entrepreneurs succeed. The company’s principal subsidiary, Silicon Valley Bank, serves emerging growth and mature companies in the technology and life sciences markets, as well as the private equity and premium wine industries. Headquartered in Santa Clara, Calif., and with 26 offices across the country, the company offers clients commercial, investment, merchant and personal banking, as well as private equity and value-added services, using its knowledge and networks. Merger, acquisition, private placement and corporate partnering services are provided through the company’s investment banking subsidiary, Alliant Partners. More information on the company can be found at www.svb.com.
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SILICON VALLEY BANCSHARES AND SUBSIDIARIES
CONSOLIDATED FINANCIAL HIGHLIGHTS
CONDENSED STATEMENTS OF INCOME
| | For the three months ended | | For the twelve months ended | |
(Dollars in thousands, except per share amounts) | | December 31, 2003 | | September 30, 2003 | | December 31, 2002 | | December 31, 2003 | | December 31, 2002 | |
Interest Income: | | | | | | | | | | | |
Loans | | $ | 36,360 | | $ | 36,440 | | $ | 38,881 | | $ | 148,770 | | $ | 156,240 | |
Investment Securities: | | | | | | | | | | | |
Taxable | | 13,323 | | 10,532 | | 10,739 | | 42,789 | | 46,585 | |
Non-Taxable | | 1,491 | | 1,575 | | 1,580 | | 6,248 | | 6,894 | |
Federal Funds Sold and Securities | | | | | | | | | | | |
Purchased Under Agreement to Resell | | 1,367 | | 1,204 | | 778 | | 4,530 | | 2,865 | |
Total Interest Income | | 52,541 | | 49,751 | | 51,978 | | 202,337 | | 212,584 | |
| | | | | | | | | | | |
Interest Expense | | | | | | | | | | | |
Deposits | | 2,047 | | 2,196 | | 3,321 | | 9,083 | | 16,229 | |
Other Borrowings (1) | | 2,562 | | 1,281 | | 210 | | 4,370 | | 1,647 | |
Total Interest Expense | | 4,609 | | 3,477 | | 3,531 | | 13,453 | | 17,876 | |
| | | | | | | | | | | |
Net Interest Income | | 47,932 | | 46,274 | | 48,447 | | 188,884 | | 194,708 | |
Provision for Loan Losses | | (3,320 | ) | (7,449 | ) | 1,033 | | (6,223 | ) | 3,882 | |
Net Interest Income After Provision for Loan Losses | | 51,252 | | 53,723 | | 47,414 | | 195,107 | | 190,826 | |
| | | | | | | | | | | |
Noninterest Income: | | | | | | | | | | | |
Client Investment Fees | | 5,832 | | 5,793 | | 6,843 | | 23,991 | | 30,671 | |
Deposit Service Charges | | 3,514 | | 3,567 | | 2,289 | | 13,202 | | 9,072 | |
Corporate Finance Fees | | 1,627 | | 2,737 | | 3,548 | | 13,149 | | 12,110 | |
Letter of Credit and Foreign Exchange Income | | 2,806 | | 3,419 | | 3,519 | | 12,856 | | 15,225 | |
Income from Client Warrants | | 2,997 | | 1,518 | | 411 | | 7,528 | | 1,661 | |
Credit Card Fees | | 759 | | 638 | | 33 | | 3,431 | | 955 | |
Investment (Losses) Gains | | (1,175 | ) | 1,317 | | (3,164 | ) | (8,402 | ) | (9,825 | ) |
Other | | 2,409 | | 2,351 | | 2,361 | | 9,305 | | 7,989 | |
Total Noninterest Income | | 18,769 | | 21,340 | | 15,840 | | 75,060 | | 67,858 | |
| | | | | | | | | | | |
Noninterest Expense: | | | | | | | | | | | |
Compensation and Benefits | | 28,917 | | 32,472 | | 24,173 | | 122,093 | | 105,168 | |
Impairment of Goodwill | | 46,000 | | — | | — | | 63,000 | | — | |
Net Occupancy | | 4,519 | | 4,614 | | 4,981 | | 17,638 | | 20,391 | |
Professional Services | | 3,875 | | 2,378 | | 6,369 | | 13,677 | | 18,385 | |
Furniture and Equipment | | 3,731 | | 2,654 | | 3,579 | | 11,289 | | 9,562 | |
Business Development and Travel | | 2,906 | | 1,874 | | 2,498 | | 8,692 | | 8,426 | |
Correspondent Bank Fees | | 1,134 | | 1,075 | | 767 | | 4,343 | | 2,835 | |
Data Processing Services | | 879 | | 926 | | 1,378 | | 4,288 | | 4,360 | |
Telephone | | 845 | | 707 | | 755 | | 3,187 | | 3,123 | |
Tax Credit Fund Amortization | | 561 | | 712 | | 842 | | 2,704 | | 2,963 | |
Postage and Supplies | | 795 | | 590 | | 937 | | 2,601 | | 3,190 | |
Trust Preferred Securities Distributions (1) | | — | | — | | 325 | | 594 | | 2,230 | |
Other | | 2,410 | | 802 | | 1,336 | | 8,581 | | 5,741 | |
Total Noninterest Expense | | 96,572 | | 48,804 | | 47,940 | | 262,687 | | 186,374 | |
| | | | | | | | | | | |
Minority Interest in Net Losses of Consolidated Affiliates | | 1,438 | | 7 | | 2,230 | | 7,689 | | 7,767 | |
(Loss) Income Before Income Taxes | | (25,113 | ) | 26,266 | | 17,544 | | 15,169 | | 80,077 | |
Income Tax (Benefit) Expense | | (9,819 | ) | 8,837 | | 5,627 | | 3,192 | | 26,719 | |
Net (Loss) Income | | $ | (15,294 | ) | $ | 17,429 | | $ | 11,917 | | $ | 11,977 | | $ | 53,358 | |
| | | | | | | | | | | |
(Loss) Earnings per Common Share | | $ | (0.44 | ) | $ | 0.51 | | $ | 0.29 | | $ | 0.33 | | $ | 1.21 | |
(Loss) Earnings per Diluted Common Share | | $ | (0.42 | ) | $ | 0.49 | | $ | 0.28 | | $ | 0.32 | | $ | 1.18 | |
| | | | | | | | | | | |
Return on Average Assets (2) | | (1.4 | )% | 1.7 | % | 1.2 | % | 0.3 | % | 1.4 | % |
Return on Average Equity (2) | | (13.2 | )% | 16.0 | % | 7.8 | % | 2.4 | % | 8.5 | % |
Weighted Average Shares Outstanding | | 34,472,844 | | 34,204,775 | | 41,485,138 | | 36,109,404 | | 44,000,300 | |
Weighted Average Diluted Shares Outstanding | | 36,596,331 | | 35,347,674 | | 42,213,958 | | 37,320,632 | | 45,079,524 | |
(1) | | Adoption of FIN No. 46 and SFAS No. 150 in the later half of 2003 resulted in a change of classification of Trust Preferred Securities distribution expense from noninterest expense to interest expense. |
(2) | | Quarterly ratios represent annualized net (loss) income divided by quarterly average assets/equity. |
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SILICON VALLEY BANCSHARES AND SUBSIDIARIES
CONDENSED STATEMENTS OF COMPREHENSIVE INCOME
| | For the three months ended | | For the twelve months ended | |
(Dollars in thousands) | | December 31, 2003 | | September 30, 2003 | | December 31, 2002 | | December 31, 2003 | | December 31, 2002 | |
Net (Loss) Income | | $ | (15,294 | ) | $ | 17,429 | | $ | 11,917 | | $ | 11,977 | | $ | 53,358 | |
| | | | | | | | | | | |
Other Comprehensive (Loss) Income, Net of Tax: | | | | | | | | | | | |
Change in Unrealized Gains (Losses) on Available-For-Sale Investments: | | | | | | | | | | | |
Unrealized Holding Gains | | 55 | | 2,425 | | 42 | | 3,403 | | 5,804 | |
Reclassification Adjustment for Gains Included in Net Income | | (1,825 | ) | (1,007 | ) | (279 | ) | (5,944 | ) | (1,107 | ) |
Other Comprehensive (Loss) Income, Net of Tax | | (1,770 | ) | 1,418 | | (237 | ) | (2,541 | ) | 4,697 | |
Comprehensive (Loss) Income | | $ | (17,064 | ) | $ | 18,847 | | $ | 11,680 | | $ | 9,436 | | $ | 58,055 | |
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SILICON VALLEY BANCSHARES AND SUBSIDIARIES
CONDENSED BALANCE SHEETS
(Dollars in thousands, except par value and per share amounts) | | December 31, 2003 | | September 30, 2003 | | December 31, 2002 | |
| | | | | | | |
Assets: | | | | | | | |
Cash and Due from Banks | | $ | 252,521 | | $ | 229,001 | | $ | 239,927 | |
Federal Funds Sold and Securities Purchased Under Agreement to Resell | | 542,475 | | 476,949 | | 202,662 | |
Investment Securities | | 1,575,434 | | 1,522,084 | | 1,535,694 | |
Loans: | | | | | | | |
Gross Loans | | 2,001,502 | | 1,924,255 | | 2,097,857 | |
Unearned Income on Loans | | (12,273 | ) | (12,323 | ) | (11,777 | ) |
Loans, Net of Unearned Income | | 1,989,229 | | 1,911,932 | | 2,086,080 | |
Allowance for Loan Losses | | (64,500 | ) | (67,500 | ) | (70,500 | ) |
Net Loans | | 1,924,729 | | 1,844,432 | | 2,015,580 | |
Premises and Equipment | | 14,999 | | 15,036 | | 17,886 | |
Goodwill | | 37,549 | | 83,548 | | 100,549 | |
Accrued Interest Receivable and Other Assets | | 117,663 | | 88,766 | | 70,883 | |
Total Assets | | $ | 4,465,370 | | $ | 4,259,816 | | $ | 4,183,181 | |
| | | | | | | |
Liabilities, Minority Interest and Stockholders’ Equity: | | | | | | | |
Liabilities: | | | | | | | |
Deposits: | | | | | | | |
Noninterest-Bearing Demand | | $ | 2,186,352 | | $ | 1,875,684 | | $ | 1,892,125 | |
NOW | | 20,897 | | 21,586 | | 21,531 | |
Money Market | | 1,080,559 | | 1,113,983 | | 933,255 | |
Time | | 379,068 | | 461,073 | | 589,216 | |
Total Deposits | | 3,666,876 | | 3,472,326 | | 3,436,127 | |
Short-Term Borrowings | | 9,124 | | 9,054 | | 9,127 | |
Other Liabilities | | 87,335 | | 82,251 | | 47,550 | |
Long-Term Debt (1) | | 204,286 | | 154,377 | | 17,397 | |
Company Obligated Mandatorily Redeemable Trust Preferred Securities of Subsidiary Trust Holding Solely Junior Subordinated Debentures (Trust Preferred Securities) (1) | | — | | 38,731 | | — | |
Total Liabilities | | 3,967,621 | | 3,756,739 | | 3,510,201 | |
| | | | | | | |
Company Obligated Mandatorily Redeemable Trust Preferred Securities of Subsidiary Trust Holding Solely Junior Subordinated Debentures (Trust Preferred Securities) (1) | | — | | — | | 39,472 | |
Minority Interest in Capital of Consolidated Affiliates | | 50,744 | | 47,971 | | 43,158 | |
Stockholders’ Equity: | | | | | | | |
Common Stock, $0.001 Par Value | | 35 | | 35 | | 41 | |
Additional Paid-In Capital | | 14,240 | | 5,453 | | 99,979 | |
Retained Earnings | | 422,131 | | 437,428 | | 476,610 | |
Unearned Compensation | | (1,232 | ) | (1,411 | ) | (652 | ) |
Accumulated Other Comprehensive Income: | | | | | | | |
Net Unrealized Gains on Available-for-Sale Investments | | 11,831 | | 13,601 | | 14,372 | |
Total Stockholders’ Equity | | 447,005 | | 455,106 | | 590,350 | |
Total Liabilities, Minority Interest and Stockholders’ Equity | | $ | 4,465,370 | | $ | 4,259,816 | | $ | 4,183,181 | |
Capital Ratios: | | | | | | | |
Total Risk-Based Capital Ratio | | 16.6 | % | 16.7 | % | 16.0 | % |
Tier 1 Risk-Based Capital Ratio | | 11.9 | % | 11.9 | % | 14.8 | % |
Tier 1 Leverage Ratio | | 10.3 | % | 9.9 | % | 13.9 | % |
Average Stockholders’ Equity as a Percentage of Average Assets (2) | | 10.8 | % | 10.5 | % | 15.7 | % |
Other Period End Statistics: | | | | | | | |
Book Value per Share | | $ | 12.76 | | $ | 13.16 | | $ | 14.55 | |
Full-Time Equivalent Employees | | 969 | | 957 | | 1,019 | |
Common Stock Outstanding | | 35,028,470 | | 34,595,541 | | 40,578,093 | |
(1) | | Contrary to prior practice, for periods ending after December 15, 2003, in accordance with the provision of FIN No. 46, the company will not consolidate a special purpose trust, which was formed for the purpose of issuing 7.0% Trust Preferred Securities. Therefore, as of December 31, 2003, the company’s junior subordinated debentures of $51.5 million issued to this special purpose trust were classified as long-term debt. For periods ending prior to December 15, 2003, in accordance with the accounting rules in effect at that time, the company consolidated a special purpose trust, SVB Capital I, formed for the purpose of issuing $40.0 million in 8.25% Trust Preferred Securities. On December 1, 2003, the company redeemed the $40.0 of 8.25% Trust Preferred Securities. |
(2) | | Represents quarterly average balances for each respective period. |
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SILICON VALLEY BANCSHARES AND SUBSIDIARIES
AVERAGE BALANCES, RATES AND YIELDS
| | For the three months ended December 31, | |
| | 2003 | | 2002 | |
(Dollars in thousands) | | Average Balance | | Interest | | Average Yield/ Rate | | Average Balance | | Interest | | Average Yield/ Rate | |
Interest-Earning Assets: | | | | | | | | | | | | | |
Federal Funds Sold and Securities Purchased Under Agreement to Resell | | $ | 503,929 | | $ | 1,367 | | 1.1 | % | $ | 172,542 | | $ | 778 | | 1.8 | % |
Investment Securities: | | | | | | | | | | | | | |
Taxable | | 1,418,082 | | 13,323 | | 3.7 | | 1,276,645 | | 10,739 | | 3.3 | |
Non-Taxable (1) | | 136,606 | | 2,294 | | 6.7 | | 145,359 | | 2,431 | | 6.6 | |
Loans: | | | | | | | | | | | | | |
Commercial | | 1,506,103 | | 33,049 | | 8.7 | | 1,562,489 | | 35,174 | | 8.9 | |
Real Estate Construction and Term | | 90,915 | | 1,323 | | 5.8 | | 102,432 | | 1,713 | | 6.6 | |
Consumer and Other | | 185,748 | | 1,988 | | 4.2 | | 174,372 | | 1,994 | | 4.5 | |
Total Loans | | 1,782,766 | | 36,360 | | 8.1 | | 1,839,293 | | 38,881 | | 8.4 | |
Total Interest-Earning Assets | | 3,841,383 | | 53,344 | | 5.5 | | 3,433,839 | | 52,829 | | 6.1 | |
| | | | | | | | | | | | | |
Cash and Due From Banks | | 200,339 | | | | | | 184,071 | | | | | |
Allowance for Loan Losses | | (69,631 | ) | | | | | (74,426 | ) | | | | |
Goodwill | | 83,552 | | | | | | 100,565 | | | | | |
Other Assets | | 208,244 | | | | | | 191,189 | | | | | |
Total Assets | | $ | 4,263,887 | | | | | | $ | 3,835,238 | | | | | |
| | | | | | | | | | | | | |
Funding Sources: | | | | | | | | | | | | | |
Interest-Bearing Liabilities: | | | | | | | | | | | | | |
NOW Deposits | | $ | 22,638 | | 24 | | 0.4 | | $ | 23,059 | | 36 | | 0.6 | |
Regular Money Market Deposits | | 401,840 | | 509 | | 0.5 | | 270,068 | | 562 | | 0.8 | |
Bonus Money Market Deposits | | 701,266 | | 893 | | 0.5 | | 621,290 | | 1,276 | | 0.8 | |
Time Deposits | | 390,240 | | 621 | | 0.6 | | 573,997 | | 1,447 | | 1.0 | |
Short-Term Borrowings | | 9,083 | | 69 | | 3.0 | | 9,090 | | 69 | | 3.0 | |
Long-Term Debt | | 154,502 | | 305 | | 0.8 | | 17,323 | | 141 | | 3.2 | |
Trust Preferred Securities (2) | | 58,443 | | 2,188 | | 14.9 | | — | | — | | — | |
Total Interest-bearing Liabilities | | 1,738,012 | | 4,609 | | 1.1 | | 1,514,827 | | 3,531 | | 0.9 | |
Portion of Noninterest-bearing Funding Sources | | 2,103,371 | | | | | | 1,919,012 | | | | | |
Total Funding Sources | | 3,841,383 | | 4,609 | | 0.5 | | 3,433,839 | | 3,531 | | 0.4 | |
| | | | | | | | | | | | | |
Noninterest-Bearing Funding Sources: | | | | | | | | | | | | | |
Demand Deposits | | 1,935,298 | | | | | | 1,595,911 | | | | | |
Other Liabilities | | 88,452 | | | | | | 46,941 | | | | | |
Trust Preferred Securities (2) | | — | | | | | | 38,690 | | | | | |
Minority Interest in Capital of Consolidated Affiliates | | 42,334 | | | | | | 36,236 | | | | | |
Stockholders’ Equity | | 459,791 | | | | | | 602,633 | | | | | |
Portion Used to Fund Interest-earning Assets | | (2,103,371 | ) | | | | | (1,919,012 | ) | | | | |
Total Liabilities, Minority Interest and Stockholders’ Equity | | $ | 4,263,887 | | | | | | $ | 3,835,238 | | | | | |
| | | | | | | | | | | | | |
Net Interest Income and Margin | | | | $ | 48,735 | | 5.0 | % | | | $ | 49,298 | | 5.7 | % |
| | | | | | | | | | | | | |
Total Deposits | | $ | 3,451,282 | | | | | | $ | 3,084,325 | | | | | |
(1) | | Interest income on non-taxable investments is presented on a fully taxable-equivalent basis using the federal statutory income tax rate of 35% in 2003 and 2002. The tax equivalent adjustments were $803 and $851 for the three months ended December 31, 2003 and 2002, respectively. |
(2) | | Adoption of FIN No. 46 and SFAS No. 150 in the later half of 2003 resulted in a change of classification of Trust Preferred Securities distribution expense from noninterest expense to interest expense. Additionally, the adoption of FIN No. 46, and SFAS No. 150 resulted in a change of classification of Trust Preferred Securities from noninterest bearing funding sources to interest-bearing liabilities. Prior to adoption of FIN No. 46 and SFAS No. 150, in accordance with accounting rules in effect at that time, the company recorded Trust Preferred Securities distribution expense as noninterest expense. On October 30, 2003, $50.0 million in cumulative 7.0% Trust Preferred Securities were issued through a newly formed special purpose trust, SVB Capital II. The company received $51.5 million in proceeds from the issuance of 7.0% Junior Subordinated debentures to SVB Capital II. A portion of the net proceeds were used to redeem the existing $40.0 million of 8.25% Trust Preferred Securities. Approximately $1.3 million of deferred issuance costs related to redemption of the $40.0 million 8.25% Trust Preferred Securities were included in interest expense in the fourth quarter of 2003. |
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SILICON VALLEY BANCSHARES AND SUBSIDIARIES
CREDIT QUALITY
(Dollars in thousands) | | December 31, 2003 | | September 30, 2003 | | December 31, 2002 | |
Nonperforming Loans: | | | | | | | |
Nonaccrual Loans | | $ | 12,350 | | $ | 12,589 | | $ | 20,411 | |
Total Nonperforming Loans (1) | | $ | 12,350 | | $ | 12,589 | | $ | 20,411 | |
| | | | | | | |
Nonperforming Loans as a Percentage of Total Gross Loans | | 0.6 | % | 0.7 | % | 1.0 | % |
Nonperforming Loans as a Percentage of Total Assets | | 0.3 | % | 0.3 | % | 0.5 | % |
| | | | | | | |
Allowance for Loan Losses | | $ | 64,500 | | $ | 67,500 | | $ | 70,500 | |
As a Percentage of Total Gross Loans | | 3.2 | % | 3.5 | % | 3.4 | % |
As a Percentage of Nonperforming Loans | | 522.3 | % | 536.2 | % | 345.4 | % |
(1) | | Nonperforming loans equaled nonperfoming assets for each respective period. |
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