-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QSp62pk2iqXf0uLa4VRNg7U/9vrXNfOiKbT7AvE8pQWXV9ZHnhlqX1gZ9olZVgm9 v3bCBQi3tastEjxy6NRTEw== 0001104659-06-028381.txt : 20060427 0001104659-06-028381.hdr.sgml : 20060427 20060427161551 ACCESSION NUMBER: 0001104659-06-028381 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060427 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060427 DATE AS OF CHANGE: 20060427 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SVB FINANCIAL GROUP CENTRAL INDEX KEY: 0000719739 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 942856336 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-15637 FILM NUMBER: 06785483 BUSINESS ADDRESS: STREET 1: 3003 TASMAN DR CITY: SANTA CLARA STATE: CA ZIP: 95054 BUSINESS PHONE: 4086547400 MAIL ADDRESS: STREET 1: 3003 TASMAN DRIVE CITY: SANTA CLARA STATE: CA ZIP: 95054 FORMER COMPANY: FORMER CONFORMED NAME: SILICON VALLEY BANCSHARES DATE OF NAME CHANGE: 19920703 8-K 1 a06-10622_18k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K
 
CURRENT REPORT
 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): April 27, 2006

 

SVB Financial Group

(Exact name of registrant as specified in its charter)

 

Delaware

 

000-15637

 

91-1962278

(State or other jurisdiction
of incorporation)

 

(Commission File Number)

 

(I.R.S. Employer Identification No.)

 

3003 Tasman Drive, Santa Clara, CA 95054-1191

(Address of principal executive offices)  (Zip Code)

 

Registrant’s telephone number, including area code: (408) 654-7400

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.142-12)

 

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 



 

Item 2.02.              Results of Operations and Financial Condition.

 

On April 27, 2006, SVB Financial Group (the “Company”) issued a press release regarding its financial results for the quarter ended March 31, 2006.  A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01.              Financial Statements and Exhibits.

 

(d)           Exhibits.

 

Exhibit
No.

 

Description

 

 

 

99.1

 

Press Release, dated April 27, 2006, announcing the Company’s financial results for the quarter ended March 31, 2006.

 

2



 

SIGNATURES

 

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 hereunto duly authorized.

 

 

Date:   April 27, 2006

SVB FINANCIAL GROUP

 

 

 

 

By:

/s/ Donal D. Delaney

 

 

Name:

Donal D. Delaney

 

Title:

Controller

 

3



 

Exhibit Index

 

Exhibit
No.

 

Description

 

 

 

99.1

 

Press Release, dated April 27, 2006, announcing the Company’s financial results for the quarter ended March 31, 2006.

 

4


EX-99.1 2 a06-10622_1ex99d1.htm EX-99

Exhibit 99.1

 

 

(Formerly Silicon Valley Bancshares)

 

3003 Tasman Drive Santa Clara, CA 95054

 

For release at 1:00 P.M. (PST)

Contact:

 

April 27, 2006

Lisa Bertolet

Meghan O’Leary

 

Investor Relations

Public Relations

 

(408) 654-7282

(408) 654-6364

 

NASDAQ: SIVB

 

SVB FINANCIAL GROUP ANNOUNCES 2006 FIRST QUARTER FINANCIAL RESULTS

 

 

Average Loan Growth and Higher Loan Yield Drive Increase in Net Interest Income
Adoption of SFAS 123(R) Increases Compensation Expense by $4.4 Million

 

SANTA CLARA, Calif. — April 27, 2006 — SVB Financial Group, today announced earnings per diluted common share (EPS) of $0.58 for the first quarter of 2006 compared to EPS of $0.67 for the fourth quarter of 2005. EPS were $0.59 for the first quarter of 2005.

 

Consolidated net income totaled $22.3 million for the quarter ended March 31, 2006, a decrease of $3.3 million or 13.2 percent from $25.6 million for the fourth quarter of 2005. Consolidated net income for the first quarter of 2006 decreased by $0.6 million compared to consolidated net income of $22.9 million for the first quarter of 2005. Compensation and benefits expense, a component of noninterest expense, included $5.9 million in share-based compensation expense in the first quarter of 2006. Additionally, noninterest income in the first quarter of 2006 included a $2.9 million negative change in fair value for an economic hedge related to the Company’s fixed-to-variable interest rate swap agreement.

 

The Company adopted SFAS 123(R) Share-Based Payment, on January 1, 2006 using the modified prospective method. SFAS 123(R) requires the Company to measure all employee share-based compensation awards using a fair value based method, estimate award forfeitures, and record such expense in its consolidated statements of income. Consolidated net income for the first quarter of 2006 includes $5.9 million (pre-tax) in share-based payment expense. This expense for the first quarter of 2006 included $4.4 million in stock option and employee stock purchase plan expense related to the adoption of SFAS 123(R) and $1.5 million in other share-based payment expense. Other share-based payment expense, such as restricted stock awards and non-employee stock options, totaled $1.7 million for the fourth quarter of 2005 and $1.2 million for the first quarter of 2005. The Company has not reflected employee stock option and employee stock purchase plan expenses in consolidated net income in fiscal periods prior to 2006. The Company recorded a cumulative effect of a change in accounting principle, net of tax, related to the adoption of SFAS 123 (R) of $0.2 million in the first quarter of 2006.

                 

First Quarter Highlights

 

                  Net interest margin increased to 7.25 percent in the first quarter of 2006 from 6.78 percent in the fourth quarter of 2005. This increase was largely driven by an increase in yield on interest-earning assets which resulted from an increase in average loans from the fourth quarter. The increase in average loans was partially funded by a decrease in average investment securities. Yield on the Company’s loan portfolio rose to 10.07 percent for first quarter of 2006 from 9.60 percent in the fourth quarter of 2005, primarily due to recent increases in short-term market interest rates.

 

                  Net interest income increased by $2.9 million to $83.9 million in the first quarter of 2006 from $81.0 million in the fourth quarter of 2005. The rise in net interest income was primarily attributable to average loan growth and higher loan yields, partially offset by a slight increase in interest expense related to an increase in other borrowings.

 

                  Quarterly average loans at $2.7 billion in the first quarter of 2006 were 2.8 percent higher than for the fourth quarter of 2005, and represented the highest quarterly average in the Company’s history.

 

                  Client investment funds invested through SVB Financial Group and maintained at third party financial institutions increased to $16.4 billion at March 31, 2006, from $15.0 billion at December 31, 2005.

 

1



 

                  The Company recorded a recovery of provision for loan losses of $2.5 million in the first quarter of 2006, compared to a provision for loan losses of $1.8 million in the fourth quarter of 2005. In the first quarter of 2006, the Company experienced a net recovery comprising approximately $3.0 million in gross recoveries and $1.4 million in gross charge-offs.  This compares to gross recoveries of $2.0 million and gross charge-offs of $1.9 million in the fourth quarter of 2005.

 

                  Nonperforming loans (NPLs) were 0.14 percent of total gross loans at March 31, 2006, down from 0.26 percent at December 31, 2005. The allowance for loan losses was at 1.30 percent of gross loans at March 31, 2006 compared to 1.28 percent at December 31, 2005.

 

“These outstanding results are more evidence that our strategy of industry focus, product diversification and global reach is the right one, and that we’re implementing it effectively,” said Kenneth P. Wilcox, president and chief executive officer of SVB Financial Group.  “The hard work we’re doing to refine our cross-selling efforts, strengthen our infrastructure and improve internal controls is continuing to pay off in meaningful growth and improving operating efficiencies.”

 

Selected First Quarter Financial Results

 

 

 

For the three months ended

 

% Change

 

% Change

 

(Dollars in millions,
except per share amounts)

 

March 31,
2006

 

December 31,
2005

 

March 31,
2005

 

Current Quarter
/ Prior Quarter

 

Current Quarter /
Prior Year Quarter

 

 

 

 

 

 

 

 

 

 

 

 

 

EPS (Diluted)

 

$

0.58

 

$

0.67

 

$

0.59

 

(13.4

)%

(1.7

)%

Net Income

 

22.3

 

25.6

 

22.9

 

(13.2

)

(2.9

)

Average Total Assets

 

5,264.8

 

5,303.6

 

5,131.9

 

(0.7

)

2.6

 

Return on Average Assets (1)

 

1.72

%

1.92

%

1.81

%

 

 

 

 

Return on Average Equity (1)

 

15.77

 

18.31

 

17.17

)

 

 

 

 

 


(1) Quarterly ratios represent annualized consolidated net income divided by quarterly average assets/equity.

 

Average Assets, Deposits and Overnight Borrowings

 

     Quarterly average assets were $5.3 billion for the first quarter of 2006 and fourth quarter of 2005 and $5.1 billion in the first quarter of 2005. The mix of average interest-earning assets changed between the first quarter of 2006 and fourth quarter of 2005. Average loans increased, largely funded by maturities of certain investment securities.

 

     Quarterly average loan balances, net of unearned income increased by $71.5 million to $2.7 billion in the first quarter of 2006 from $2.6 billion in the fourth quarter of 2005. The majority of the increase was in average commercial loans.

 

Quarterly average investment securities for the first quarter of 2006 decreased by $86.0 million from the fourth quarter of 2005. Quarterly average investment securities represented approximately 35.2 percent of total average assets in the first quarter of 2006, compared to 36.6 percent of total average assets in the fourth quarter of 2005, and 38.4 percent of total average assets in the first quarter of 2005.

 

     Quarterly average deposit balances decreased by $75.5 million to $4.1 billion in the first quarter of 2006 from $4.1 billion in the fourth quarter of 2005. The average noninterest-bearing demand deposit balance per client was $271.1 thousand at March 31, 2006, versus $270.6 thousand at December 31, 2005, and $272.4 thousand at March 31, 2005.

 

     Quarterly average overnight borrowings increased by $12.5 million to $192.3 million in the first quarter of 2006 from $179.8 million in the fourth quarter of 2005. 

 

2



 

Period-End Assets and Deposits

 

     Total assets of $5.4 billion at March 31, 2006, were down $95.4 million from December 31, 2005, and up $376.2 million from March 31, 2005. Loans, net of unearned income, decreased by $85.4 million to $2.8 billion at March 31, 2006, from the balance at December 31, 2005, and were up $418.4 million from $2.3 billion at March 31, 2005. Additionally, the Company’s initiative to repurchase its common stock, for a total cost of $25.8 million during the first quarter of 2006 contributed to the decrease in total assets.

 

     Period-end total deposits of $4.1 billion at March 31, 2006 were down $104.2 million from the balance at December 31, 2005, and down $7.8 million from $4.2 billion at March 31, 2005.

 

The ratio of loans, net of unearned income-to-deposits was 66.48 percent as of March 31, 2006 compared to 66.86 percent as of December 31, 2005.

 

 

 Net Interest Income

 

     Net interest income of $83.9 million in the first quarter of 2006 increased by $2.9 million or 3.5 percent, from $81.0 million in the fourth quarter of 2005, and increased $14.8 million or 21.3 percent, from $69.1 million in the first quarter of 2005. The increase in the first quarter as compared to the fourth quarter was primarily due to a $3.5 million increase in income from the loan portfolio, which was driven by a $71.5 million increase in total average loans, combined with increases in loan yields. On February 1, 2006 and March 29, 2006, SVB Financial Group increased its prime lending rate, each time by 25 basis points, bringing its prime rate to 7.75 percent. As of March 31, 2006, approximately 72.1 percent, or $1.98 billion of the Company’s outstanding loans, were variable-rate loans and would reprice with an increase in the Company’s prime lending rate.

 

Net Interest Margin

 

     The net interest margin rose to 7.25 percent in the first quarter of 2006, compared to 6.78 percent in the fourth quarter of 2005. This increase was largely due to an increase in yield on interest-earning assets, attributable to loan growth, which enhanced the mix of interest-earning assets. The yield on the loan portfolio, net of unearned income rose to 10.07 percent for the first quarter of 2006 from 9.60 percent for the fourth quarter of 2005 largely due to recent increases in short-term market interest rates.

 

 

 

 

 

 

% Change

 

% Change

 

 

 

 

 

 

 

 

 

Current

 

Current

 

 

 

For the three months ended

 

Quarter /

 

Quarter /

 

(Dollars in millions)

 

March 31,

2006

 

December 31,

2005

 

March 31,

2005

 

Prior Quarter

 

Prior Year Quarter

 

 

 

 

 

 

 

 

 

 

 

 

 

Average Loans, Net of Unearned Income

 

$

2,663.4

 

$

2,592.0

 

$

2.172.9

 

2.8

%

22.6

%

Average Investment Securities

 

1,855.7

 

1,941.8

 

1,970.8

 

(4.4

)

(5.8

)

Average Deposits

 

4,061.6

 

4,137.0

 

4,197.1

 

(1.8

)

(3.2

)

Average Overnight Borrowings

 

192.3

 

179.8

 

 

6.9

 

 

Fully Taxable Equivalent:

 

 

 

 

 

 

 

 

 

 

 

Net Interest Income

 

84.3

 

81.5

 

69.7

 

3.5

 

21.0

 

Net Interest Margin

 

7.25

%

6.78

%

6.12

%

6.9

 

18.5

 

Period End Prime Rate

 

7.75

 

7.25

 

5.75

 

6.9

 

34.8

 

 

Noninterest Income

 

     Noninterest income of $23.4 million in the first quarter of 2006 decreased by $13.4 million or 36.4 percent, from $36.8 million in the fourth quarter of 2005 and decreased by $2.0 million or 7.8 percent, from $25.4 million in the first quarter of 2005. The decline from the fourth quarter of 2005 to the first quarter of 2006 is primarily attributable to a $5.9 million decrease in net gains on derivatives, a $4.9 million decrease in corporate finance fees and a $3.0 million decrease in net gains on investment securities.

 

3



 

Gains on Derivatives

 

 

 

 

 

 

 

 

 

% Change

 

% Change

 

 

 

For the three months ended

 

Current

 

Current

 

(Dollars in thousands)

 

March 31,
2006

 

December 31,
2005

 

March 31,
2005

 

Quarter / Prior
Quarter

 

Quarter / Prior
Year Quarter

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign exchange forwards (1)

 

$

5,305

 

$

4,995

 

$

4,819

 

6.2

%

10.1

%

Foreign exchange forwards (2)

 

(533

)

46

 

 

(1,258.7

)

 

Total gains on foreign exchange forwards

 

4,772

 

5,041

 

4,819

 

(5.3

)

(1.0

)

 

 

 

 

 

 

 

 

 

 

 

 

Change in fair value interest rate swap

 

(2,871

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity warrant assets change in fair value:

 

 

 

 

 

 

 

 

 

 

 

Cancellations and expirations

 

(754

)

(716

)

(138

)

5.3

 

446.4

 

Other changes in fair value

 

606

 

3,372

 

(655

)

(82.0

)

(192.5

)

Total (losses) gains on equity warrant assets

 

(148

)

2,656

 

(793

)

(105.6

)

(81.3

)

Total gains on derivatives instruments, net

 

$

1,753

 

$

7,697

 

$

4,026

 

(77.2

)

(56.5

)

 


(1)     Represents the income differential between foreign exchange forward contracts/non-deliverable foreign exchange forward contracts with clients and opposite way foreign exchange forward contracts/non-deliverable foreign exchange forward contracts with correspondent banks. See Note 13 “Derivative Financial Instruments” under Item 8 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005.

 

(2)     Represents change in fair value of foreign exchange forward contracts with correspondent banks to economically reduce foreign exchange exposure risk related to certain foreign currency denominated loans.

 

Impact of Derivative Equity Warrant Assets on Income before Income Taxes

 

     Loan yield in the first quarter of 2006 included $1.6 million from accretion of gross warrant loan fees, compared to $1.3 million in the fourth quarter of 2005. Net (losses) gains on derivative equity warrant assets totaled $0.1 million in losses in the first quarter of 2006 compared to $2.7 million in gains in the fourth quarter of 2005. The nature of the derivative equity warrant assets gains and losses are described in a table above. Net gains (losses) on investment securities in the first quarter of 2006 included a net gain of $0.6 million as compared to $0.1 million in losses in the fourth quarter of 2005 related to the sale of equity securities obtained from the exercise of warrants. As of March 31, 2006, the Company directly held 1,795 warrants in 1,248 companies.

 

Client Investment Fees

 

 

 

For the three months ended

 

(Dollars in millions)

 

March 31,

2006

 

December 31,

2005

 

March 31,

2005

 

 

 

 

 

 

 

 

 

Client Investment Fees

 

$

9.6

 

$

9.4

 

$

7.4

 

 

4



 

Client Investment Funds and Deposits

 

(Dollars in millions)

 

At

March 31,

2006

 

At

December 31,

2005

 

At

March 31,

2005

 

Client Investment Funds (1):

 

 

 

 

 

 

 

Client Directed Investment Assets

 

$

10,093.8

 

$

8,863.4

 

$

7,452.0

 

Sweep Money Market Funds

 

2,183.2

 

2,247.4

 

1,355.5

 

Client Investment Assets Under Management

 

4,091.6

 

3,856.7

 

2,917.7

 

Total Client Investment Funds

 

16,368.6

 

14,967.5

 

11,725.2

 

 

 

 

 

 

 

 

 

Deposits:

 

 

 

 

 

 

 

Noninterest-Bearing Demand

 

 

2,998.2

 

 

2,934.3

 

 

2,642.6

 

Negotiable Order of Withdrawal (NOW)

 

38.1

 

39.6

 

29.3

 

Money Market

 

795.2

 

961.0

 

1,191.5

 

Time

 

317.0

 

317.8

 

292.9

 

Total Deposits

 

4,148.5

 

4,252.7

 

4,156.3

 

 

 

 

 

 

 

 

 

Total Client Investment Funds and Deposits

 

$

20,517.1

 

$

19,220.2

 

$

15,881.5

 

 


(1) Client Funds invested through SVB Financial Group, maintained at third party financial institutions.

 

     Client investment fees of $9.6 million increased $0.3 million or 3.0 percent, compared to $9.4 million for the fourth quarter of 2005. This was due to average client directed funds in investments, sweep money market products and assets under management increasing to $15.6 billion during the first quarter of 2006 from $14.5 billion during the fourth quarter of 2005.

 

Gains on Investment Securities, Net

 

     Net gains on investment securities were $0.4 million in the first quarter of 2006, compared to net gains of $3.4 million in the fourth quarter of 2005 and net gains of $1.2 million in the first quarter of 2005. The decrease was primarily due to lower gains on distributions from our cost-method venture capital fund investments as well as a decrease in the valuation of one of our venture debt fund investments. As of March 31, 2006, the Company held investments through its managed investment funds, in 332 venture capital funds, 42 companies and 3 venture debt funds.

 

Noninterest Expense

 

     Noninterest expense totaled $70.7 million in the first quarter of 2006 and the fourth quarter of 2005. An increase in compensation expense was offset by lower professional service fees. The increase in compensation expense was largely due to the Company’s adoption of SFAS 123 (R), Share-Based Payment, which requires expensing share-based compensation costs for all share-based grants prior to, but not yet vested as of January 1, 2006. The decrease in professional services expense was primarily related to consulting costs incurred during the fourth quarter of 2005 related to the financial restatement.

 

Income Tax Expense

 

     The Company's effective tax rate was 43.13 percent for the first quarter of 2006, compared with 39.43 percent for the fourth quarter of 2005. The higher tax rate was primarily attributable to the tax impact of the SFAS 123(R) expense for share-based payments on its overall lower pre-tax income.

 

Credit Quality

 

     NPLs totaled $3.9 million, or 0.14 percent of total gross loans, at March 31, 2006 compared to $7.5 million, or 0.26 percent of gross loans, at December 31, 2005 and $13.9 million, or 0.59 percent at March 31, 2005.  The Company’s allowance for loan losses was $36.0 million, or 1.30 percent, of total gross loans and 917.21 percent of NPLs, at March 31, 2006. This compares to $36.8 million, or 1.28 percent, of total gross loans and 487.54 percent of NPLs, at December 31, 2005. At March 31, 2005, the allowance for loan losses totaled $35.7 million, or 1.51 percent of total gross loans and 256.34 percent of NPLs.

 

5



 

The Company realized $3.0 million in gross recoveries and incurred $1.4 million in gross charge-offs during the first quarter of 2006.  This compares to gross loan recoveries of $2.0 million and gross loan charge-offs of $1.9 million in the fourth quarter of 2005.

 

     The Company’s allowance for unfunded credit commitments was $16.6 million at March 31, 2006, a $0.5 million decrease from the balance at December 31, 2005.

 

Stock Repurchase Plan and Stockholders’ Equity

 

The Company repurchased 510,000 shares of its common stock for an aggregate cost of $25.8 million under the stock repurchase program leaving $75.7 million authorized that still may be used to repurchase its common stock under the program as of March 31, 2006. The Company’s trading window closed at the close of business on March 3, 2006. To continue the repurchase program, the Company put into effect a 10b5-1 plan which allows the Company to automatically repurchase a predetermined number of shares per day at the market price on every trading day until the trading window re-opens on May 2, 2006.

 

On January 19, 2006, the Company’s Board of Directors increased the stock repurchase plan and authorized up to an additional $70.0 million of common stock to be repurchased, which is included in the $75.7 million noted above. The Company may, at its discretion, exercise this additional repurchase authority at any time on or before June 30, 2007 in the open market, through block trades or otherwise, pursuant to applicable securities laws. Depending on market conditions, availability of funds, and other relevant factors, we may begin or suspend repurchases at any time prior to the termination of the repurchase program on June 30, 2007, without any prior notice.

 

      Stockholders’ equity totaled $586.1 million at March 31, 2006, an increase of $16.8 million compared to $569.3 million at December 31, 2005 and an increase of $59.1 million compared to $527.0 million at March 31, 2005.  Stockholders’ equity increased primarily as a result of quarterly consolidated net income and tax benefits associated with share based payments, partially offset by common stock repurchases, during the first quarter of 2006. Both SVB Financial Group’s and Silicon Valley Bank’s capital ratios were in excess of regulatory guidelines for classification as a well-capitalized depository institution as of March 31, 2006.

 

Outlook for Second Quarter of 2006

 

     SVB Financial Group currently expects second quarter 2006 earnings to be between $0.58 and $0.64 per diluted common share. This outlook assumes an increase of 25-basis point in the Federal Funds rate during the second quarter; a modest provision for loan losses; and higher noninterest expense due to compliance related professional services costs compared to the first quarter of 2006.  We also expect slightly lower average loan growth in the second quarter compared to the first quarter, growth in total client funds comparable to the first quarter, and higher noninterest income related to improved net derivative gains compared to the first quarter.  Actual results may differ.

 

Impact of Convertible Debt on Earnings Per Diluted Common Share

 

     The Company included the dilutive effect of its $150.0 million zero-coupon, convertible subordinated notes due June 15, 2008 in its EPS calculation using the treasury stock method, in accordance with the provisions of Emerging Issue Task Force (EITF) issue No. 90-19, Convertible Bonds With Issuer Option to Settle in Cash Upon Conversion and Statement of Financial Accounting Standard (SFAS) No. 128, Earnings Per Share. The exposure draft of SFAS No. 128R, if adopted in its proposed form, will require the Company to change its accounting for the calculation of EPS for its contingently convertible debt to the “if-converted” method. Such treatment of the contingently convertible debt would have decreased EPS by $0.04 per diluted common share, or 7.2 percent for the first quarter of 2006.

 

Safe Harbor

 

This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. 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, the following:

 

                  Projections of the Company’s revenues, income, earnings per share, noninterest, professional service, compliance, compensation and other costs, cash flows, balance sheet, capital expenditures, capital structure or other financial items

 

6



 

                  Descriptions of strategic initiatives, plans or objectives of management for future operations, including pending acquisitions

 

                  Statements about the efficacy of the Company’s strategy

 

                  Forecasts of venture capital funding levels

 

                  Forecasts of future interest rates

 

                  Forecasts of expected levels of provisions for loan losses and loan growth and deposits

 

                  Forecasts of future economic performance

 

                  Forecasts of future prevailing interest rates

 

                  Forecasts of future recoveries on currently held investments

 

                  Descriptions of assumptions underlying or relating to any of the foregoing

 

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,” the negative of such words, or comparable terminology. Although management believes that the expectations reflected in these forward-looking statements are reasonable, and it has based these expectations on its beliefs, and its assumptions, such expectations may prove to be incorrect. Actual results of operations and financial performance could differ significantly from those expressed in or implied by management’s forward-looking statements.

 

In this release, the Company makes forward-looking statements discussing the Company’s management’s expectations about the following:

 

                  Its financial results for the second quarter of 2006

 

                  Future performance

 

                  Future market interest rates

 

                  Future economic conditions

 

Factors that may cause the second quarter 2006 outlook to change include the following:

 

                  Adjustments needed in the closing process, or other accounting changes, as required by generally accepted accounting principles in the United States of America

 

                  Changes in the state of the economy or the markets served by the Company

 

                  Changes in credit quality of the Company’s loan portfolio

 

                  Changes in interest rates or market levels or factors affecting them

 

                  Changes in the performance or equity valuation of companies in which the Company has invested

 

                  Variations from the Company’s expectations as to factors impacting its cost structure

 

7



 

For additional information about factors that could cause actual results to differ from the expectations stated in forward-looking statements, please see the text under the caption “Risk Factors” included under Item 1A of Part I of the Company’s most recently filed Form 10-K for the annual period ended December 31, 2005. The Company urges 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 the Company or persons acting on its behalf are expressly qualified in their entirety by these cautionary statements. The forward-looking statements included in this release are made only as of the date of this release. The Company does not intend, and undertakes no obligation, to update these forward-looking statements.

 

Certain reclassifications were made to prior years’ results to conform to 2006 presentations. Such reclassifications had no effect on the Company’s results of operations or stockholders’ equity.

 

Earnings Conference Call

 

     On April 27, 2006, the Company will host a conference call at 2:00 p.m. (PST) to discuss the first quarter financial results.  The conference call can be accessed by dialing (800) 540-0559 and referencing the conference ID “7SILICON.”  A listen-only live webcast can be accessed on the Investor Relations page of the Company’s website at www.svb.com.  A digitized replay of this conference call will be available beginning at approximately 4:30 p.m. (PDT), on Thursday, April 27, 2006, through midnight (PDT), on Saturday, May 27, 2006, by dialing (800) 677-7320. A replay of the webcast will also be available on www.svb.com for 12 months following the call.

 

About SVB Financial Group

 

     For more than twenty years, SVB Financial Group, formerly Silicon Valley Bancshares, has been dedicated to helping entrepreneurs succeed. SVB Financial Group is a financial holding company that serves emerging growth and mature companies in the technology, life science, private equity and premium wine industries. Headquartered in Santa Clara, Calif., SVB Financial Group provides clients with commercial, investment, international and private banking services. The Company also offers funds management, broker-dealer transactions, asset management and a full range of services for private equity companies, as well as the added value of its knowledge and networks worldwide. More information on the Company can be found at www.svb.com.

8



 

SVB FINANCIAL GROUP AND SUBSIDIARIES

 INTERIM CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

 

 

 

For the three months ended

 

(Dollars in thousands, except per share amounts)

 

March 31,
2006

 

December 31,
2005

 

March 31,
2005

 

Interest Income:

 

 

 

 

 

 

 

Loans

 

$

66,148

 

$

62,696

 

$

47,456

 

Investment Securities:

 

 

 

 

 

 

 

Taxable

 

20,394

 

20,634

 

20,745

 

Non-Taxable

 

823

 

853

 

1,023

 

Federal Funds Sold Securities Purchased Under Agreement to Resell and Other Short-Term Investments

 

2,040

 

2,263

 

2,959

 

Total Interest Income

 

89,405

 

86,446

 

72,183

 

 

 

 

 

 

 

 

 

Interest Expense

 

 

 

 

 

 

 

Deposits

 

2,325

 

2,682

 

2,262

 

Other Borrowings

 

3,201

 

2,755

 

795

 

Total Interest Expense

 

5,526

 

5,437

 

3,057

 

 

 

 

 

 

 

 

 

Net Interest Income

 

83,879

 

81,009

 

69,126

 

(Recovery of) Provision for Loan Losses

 

(2,474

)

1,810

 

(3,814

)

Net Interest Income After Provision for (Recovery of) Loan Losses

 

86,353

 

79,199

 

72,940

 

 

 

 

 

 

 

 

 

Noninterest Income:

 

 

 

 

 

 

 

Client Investment Fees

 

9,637

 

9,354

 

7,396

 

Corporate Finance Fees

 

2,438

 

7,324

 

4,814

 

Letter of Credit and Standby Letter of Credit Income

 

2,350

 

2,589

 

2,370

 

Deposit Service Charges

 

2,178

 

2,488

 

2,504

 

Gains on Derivative Instruments, Net

 

1,753

 

7,697

 

4,026

 

Gains on Investment Securities, Net

 

413

 

3,435

 

1,202

 

Other

 

4,632

 

3,917

 

3,057

 

Total Noninterest Income

 

23,401

 

36,804

 

25,369

 

 

 

 

 

 

 

 

 

Noninterest Expense:

 

 

 

 

 

 

 

Compensation and Benefits (including stock-based compensation expense of $5.9, $1.7 and $1.2, respectively (1))

 

44,521

 

41,246

 

40,268

 

Professional Services

 

8,355

 

11,670

 

5,070

 

Net Occupancy

 

4,205

 

3,704

 

4,658

 

Furniture and Equipment

 

3,704

 

3,527

 

2,719

 

Business Development and Travel

 

2,754

 

3,107

 

2,090

 

Correspondent Bank Fees

 

1,130

 

1,405

 

1,221

 

Data Processing Services

 

1,128

 

1,042

 

1,013

 

Telephone

 

907

 

859

 

889

 

(Reduction of) Provision for Unfunded Credit Commitments

 

(496

)

597

 

(185

)

Other

 

4,480

 

3,580

 

3,072

 

Total Noninterest Expense

 

70,688

 

70,737

 

60,815

 

Income before Minority Interest in Net Losses (Income) of Consolidated Affiliates and Income Tax Expense

 

39,066

 

45,266

 

37,494

 

Minority Interest in Net Losses (Income) of Consolidated Affiliates

 

(244

)

(2,928

)

441

 

Income Before Income Taxes

 

38,822

 

42,338

 

37,935

 

Income Tax Expense

 

16,743

 

16,692

 

14,999

 

Net Income before Cumulative Effect of Change in Accounting Principle

 

22,079

 

25,646

 

22,936

 

Cumulative Effect of Change in Accounting Principle, Net of Tax (2)

 

192

 

 

 

Net Income

 

$

22,271

 

$

25,646

 

$

22,936

 

 

 

 

 

 

 

 

 

Earnings per Common Share – Basic before Cumulative Effect of Change in Accounting Principle

 

$

0.63

 

$

 

$

 

Earnings per Common Share – Diluted Basic before Cumulative Effect of Change in Accounting Principle

 

$

0.57

 

$

 

$

 

Earnings per Common Share - Basic

 

$

0.63

 

$

0.74

 

$

0.64

 

Earnings per Common Share - Diluted

 

$

0.58

 

$

0.67

 

$

0.59

 

 

 

 

 

 

 

 

 

Weighted Average Shares Outstanding – Basic

 

35,085,991

 

34,868,175

 

35,631,788

 

Weighted Average Shares Outstanding – Diluted

 

38,447,399

 

38,247,703

 

38,765,774

 

 


(1)                For the three months ended March 31, 2006, December 31, 2005 and March 31, 2005, respectively (in millions).

(2)                The cumulative effect of change in accounting principle and taxes on previously granted restricted stock for the effects of adopting SFAS No. 123(R) Share-Based Payment.

 

9



 

SVB FINANCIAL GROUP AND SUBSIDIARIES

 CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

(Dollars in thousands, except par value and per share amounts)

 

March 31,
2006

 

December 31,
2005

 

March 31,
2005

 

Assets:

 

 

 

 

 

 

 

Cash and Due from Banks

 

$

293,022

 

$

286,446

 

$

257,606

 

Federal Funds Sold, Securities Purchased Under Agreement to Resell and Other Short-Term Investment Securities

 

256,973

 

175,652

 

197,426

 

Investment Securities

 

1,944,335

 

2,037,270

 

2,108,816

 

Loans:

 

 

 

 

 

 

 

Gross Loans

 

2,777,304

 

2,863,921

 

2,357,679

 

Unearned Income on Loans

 

(19,324

)

(20,568

)

(18,132

)

Loans, Net of Unearned Income

 

2,757,980

 

2,843,353

 

2,339,547

 

Allowance for loan losses

 

(35,982

)

(36,785

)

(35,698

)

Net Loans

 

2,721,998

 

2,806,568

 

2,303,849

 

Premises and Equipment, Net of Accumulated Depreciation and Amortization

 

26,922

 

25,099

 

16,088

 

Goodwill

 

35,638

 

35,638

 

35,638

 

Accrued Interest Receivable and Other Assets

 

167,380

 

175,042

 

150,601

 

Total Assets

 

$

5,446,268

 

$

5,541,715

 

$

5,070,024

 

 

 

 

 

 

 

 

 

Liabilities, Minority Interest, and Stockholders’ Equity:

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

Deposits:

 

 

 

 

 

 

 

Noninterest-Bearing Demand

 

$

2,998,220

 

$

2,934,278

 

$

2,642,591

 

Negotiable Order of Withdrawal (NOW)

 

38,071

 

39,573

 

29,320

 

Money Market

 

795,216

 

961,052

 

1,191,474

 

Time

 

316,999

 

317,827

 

292,890

 

Total Deposits

 

4,148,506

 

4,252,730

 

4,156,275

 

Federal Funds Purchased and Securities Sold Under Agreement to Repurchase

 

289,604

 

279,464

 

---

 

Contingently Convertible Debt

 

147,810

 

147,604

 

146,975

 

Junior Subordinated Debentures

 

49,560

 

48,228

 

48,706

 

Other Borrowings

 

2,574

 

11

 

11,915

 

Other Liabilities

 

83,731

 

124,921

 

94,035

 

Total Liabilities

 

4,721,785

 

4,852,958

 

4,457,906

 

 

 

 

 

 

 

 

 

Minority Interest in Capital of Consolidated Affiliates

 

138,365

 

119,456

 

85,110

 

 

 

 

 

 

 

 

 

Stockholders’ Equity:

 

 

 

 

 

 

 

Common Stock, $0.001 Par Value

 

35

 

35

 

35

 

Additional Paid-In Capital

 

7,812

 

8,439

 

21,088

 

Retained Earnings

 

609,764

 

587,713

 

522,847

 

Unearned Compensation

 

 

(5,792

)

(3,995

)

Accumulated Other Comprehensive Loss

 

(31,493

)

(21,094

)

(12,967

)

Total Stockholders’ Equity

 

586,118

 

569,301

 

527,008

 

Total Liabilities, Minority Interest, and Stockholders’ Equity

 

$

5,446,268

 

$

5,541,715

 

$

5,070,024

 

Capital Ratios:

 

 

 

 

 

 

 

Total Risk-Based Capital Ratio

 

15.88

%

14.87

%

16.34

%

Tier 1 Risk-Based Capital Ratio

 

13.46

 

12.37

 

13.00

 

Tier 1 Leverage Ratio

 

12.28

 

11.59

 

10.99

 

 

 

 

 

 

 

 

 

Other Period-End Statistics:

 

 

 

 

 

 

 

Loans, Net of Unearned Income-to-Deposits Ratio

 

66.48

%

66.86

%

56.29

%

Book Value Per Share

 

$

16.54

 

$

16.22

 

$

14.89

 

Full-Time Equivalent Employees

 

1,032

 

1,033

 

1,037

 

Common Stock Outstanding

 

35,446,037

 

35,103,145

 

35,391,732

 

 

10



 

SVB FINANCIAL GROUP AND SUBSIDIARIES

AVERAGE BALANCES, RATES AND YIELDS

(Unaudited)

 

 

 

For the three months ended,

 

 

 

March 31, 2006

 

December 31, 2005

 

(Dollars in thousands)

 

Average
Balance

 

Interest
Income/
Expense

 

Yield/
Rate

 

Average
Balance

 

Interest
Income/
Expense

 

Yield/
Rate

 

Interest-Earning Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal Funds Sold, Securities Purchased Under Agreement to Resell and Other Short-Term Investment (1)

 

$

196,894

 

$

2,040

 

4.20

%

$

232,580

 

$

2,263

 

3.86

%

Investment Securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Taxable

 

1,781,098

 

20,395

 

4.64

 

1,863,862

 

20,634

 

4.39

 

Non-Taxable (2)

 

74,628

 

1,265

 

6.87

 

77,903

 

1,312

 

6.68

 

Loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

2,240,951

 

58,565

 

10.60

 

2,176,238

 

55,500

 

10.12

 

Real Estate Construction and Term

 

174,701

 

2,939

 

6.82

 

171,311

 

2,761

 

6.39

 

Consumer and Other

 

247,796

 

4,644

 

7.60

 

244,416

 

4,435

 

7.20

 

Total Loans, Net of Unearned Income

 

2,663,448

 

66,148

 

10.07

 

2,591,965

 

62,696

 

9.60

 

Total Interest-Earning Assets

 

4,716,068

 

89,848

 

7.73

 

4,766,310

 

86,905

 

7.23

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and Due From Banks

 

246,486

 

 

 

 

 

231,525

 

 

 

 

 

Allowance for Loan Losses

 

(38,036

)

 

 

 

 

(36,090

)

 

 

 

 

Goodwill

 

35,638

 

 

 

 

 

35,638

 

 

 

 

 

Other Assets (3)

 

304,638

 

 

 

 

 

306,256

 

 

 

 

 

Total Assets

 

$

5,264,794

 

 

 

 

 

$

5,303,639

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Funding Sources:

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-Bearing Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

NOW Deposits

 

$

41,826

 

41

 

0.39

 

$

30,732

 

32

 

0.41

 

Regular Money Market Deposits

 

283,432

 

535

 

0.77

 

331,258

 

647

 

0.77

 

Bonus Money Market Deposits

 

619,796

 

1,238

 

0.81

 

720,435

 

1,511

 

0.83

 

Time Deposits

 

313,890

 

511

 

0.66

 

300,152

 

492

 

0.65

 

Federal Funds Purchased and Securities Sold Under Agreement to Repurchase

 

192,292

 

2,243

 

4.73

 

179,806

 

1,833

 

4.04

 

Contingently Convertible Debt

 

147,705

 

232

 

0.64

 

147,504

 

233

 

0.63

 

Junior Subordinated Debentures

 

50,190

 

720

 

5.82

 

49,151

 

680

 

5.49

 

Other Borrowings

 

137

 

6

 

17.76

 

3,955

 

9

 

0.90

 

Total Interest-Bearing Liabilities

 

1,649,268

 

5,526

 

1.36

 

1,762,993

 

5,437

 

1.22

 

Portion of Noninterest-Bearing Funding Sources

 

3,066,800

 

 

 

 

 

3,003,317

 

 

 

 

 

Total Funding Sources

 

4,716,068

 

5,526

 

0.48

 

4,766,310

 

5,437

 

0.45

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Noninterest-Bearing Funding Sources:

 

 

 

 

 

 

 

 

 

 

 

 

 

Demand Deposits

 

2,802,607

 

 

 

 

 

2,754,465

 

 

 

 

 

Other Liabilities

 

119,469

 

 

 

 

 

119,267

 

 

 

 

 

Minority Interest in Capital of Consolidated Affiliates

 

120,808

 

 

 

 

 

111,190

 

 

 

 

 

Stockholders’ Equity

 

572,642

 

 

 

 

 

555,724

 

 

 

 

 

Portion Used to Fund Interest-Earning Assets

 

(3,066,800

)

 

 

 

 

(3,003,317

)

 

 

 

 

Total Liabilities, Minority Interest, and Stockholders’ Equity

 

$

5,264,794

 

 

 

 

 

$

5,303,639

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Interest Income and Margin

 

 

 

$

84,322

 

7.25

%

 

 

$

81,468

 

6.78

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Deposits

 

$

4,061,551

 

 

 

 

 

$

4,137,042

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Statistics:

 

 

 

 

 

 

 

 

 

 

 

 

 

Average Stockholders’ Equity as a Percentage of Average Assets

 

 

 

 

 

10.88

%

 

 

 

 

10.48

%

 


(1)                Includes average interest-bearing deposits in other financial institutions of $27.8 million and $25.6 million for the first quarter of 2006 and fourth quarter of 2005, respectively.

 

(2)                Interest income on non-taxable investments is presented on a fully taxable-equivalent basis using the federal statutory income tax rate of 35.0 percent in 2005. The tax equivalent adjustments were $0.4 million and $0.5 million for the first quarter of 2006 and fourth quarter of 2005, respectively.

 

(3)                Average equity investments of $165.7 million and $168.9 million for the first quarter of 2006 and fourth quarter of 2005, respectively, were reclassified to other assets as they were noninterest-yielding. 

 

11



 

SVB FINANCIAL GROUP AND SUBSIDIARIES

CREDIT QUALITY

(Unaudited)

 

(Dollars in thousands)

 

March 31,
2006

 

December 31,
2005

 

March 31,
2005

 

 

 

 

 

 

 

 

 

Nonperforming Loans:

 

 

 

 

 

 

 

Loans Past Due 90 Days or More

 

$

 

$

1,046

 

$

566

 

Nonaccrual Loans

 

3,923

 

6,499

 

13,360

 

Total Nonperforming Loans

 

3,923

 

7,545

 

13,926

 

Other Real Estate Owned

 

5,949

 

6,255

 

 

Total Nonperforming Assets

 

$

9,872

 

$

13,800

 

$

13,926

 

 

 

 

 

 

 

 

 

Nonperforming Loans as a Percentage of Total Gross Loans

 

0.14

%

0.26

%

0.59

%

Nonperforming Assets as a Percentage of Total Assets

 

0.18

%

0.25

%

0.27

%

 

 

 

 

 

 

 

 

Allowance for Loan Losses

 

$

35,982

 

$

36,785

 

$

35,698

 

As a Percentage of Total Gross Loans

 

1.30

%

1.28

%

1.51

%

As a Percentage of Nonperforming Loans

 

917.21

%

487.54

%

256.34

%

Allowance For Unfunded Credit Commitments

 

$

16,618

 

$

17,115

 

$

16,002

 

Total Gross Loans

 

$

2,777,304

 

$

2,863,921

 

$

2,357,679

 

 

12


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