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| SIVB > SEC Filings for SIVB > Form 10-Q on 8-May-2009 | All Recent SEC Filings |
8-May-2009
Quarterly Report
Forward-Looking Statements; Reclassifications
This Quarterly Report on Form 10-Q, including in particular "Management's Discussion and Analysis of Financial Condition and Results of Operations" under Part 1, Item 2 of this report, 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, but are not limited to, the following:
• Projections of our net interest income, noninterest income, earnings per share, noninterest expenses, including professional service, compliance, compensation and other costs, cash flows, balance sheet positions, capital expenditures, and capitalization or other financial items
• Descriptions of strategic initiatives, plans or objectives of our management for future operations, including pending acquisitions
• Forecasts of venture capital/private equity and investment funding levels
• Forecasts of future interest rates, economic performance, and income on investments
• Forecasts of expected levels of provisions for loan losses, loan growth and client funds
• Descriptions of assumptions underlying or relating to any of the foregoing
In this Quarterly Report on Form 10-Q, we make forward-looking statements, including, but not limited to, those discussing our management's expectations about:
• The likelihood that the market value of our impaired investments will recover
• The extent to which counterparties to forward and option contracts will perform their obligations under such contracts
• Formation of new managed funds and the transfer of investments to outside investors
• The likelihood that our unrecognized tax benefit will change in the next 12 months
• Sufficiency of our capital, including in the event of credit losses
• Extent to which stronger capital ratios will attract higher levels of deposits
• Likelihood that funds generated through retained earnings will continue to be a significant source of capital and liquidity
• Expansion of operations in China, India, Israel, the United Kingdom and elsewhere
• Economic conditions and associated impact on us
• Extent to which our products and services will meet changing client needs
• Payment of cash dividends on, or our repurchase of, our common stock
• Adequacy of reserves and appropriateness of methodology for calculating our reserves
• Sensitivity of our interest-earning assets and interest-bearing liabilities to interest rates, and the impact to earnings from a change in interest rates
• Realization, timing, valuation and performance of equity or other investments
• Our liquidity position
• Level of client investment fees
• Growth in loan and deposit balances
• Credit quality of our loan portfolio
• Levels and trends of nonperforming loans
• Activities for which capital will be used or required and use of excess capital
• Financial impact of continued growth of our funds management business
• Expansion and growth of our noninterest income sources
• Profitability of our products and services
• Venture capital and private equity funding and investment levels
• Strategic initiatives
• Effect of application of certain accounting pronouncements
• Effect of lawsuits and claims
• Changes in, or adequacy of, our unrecognized tax benefit and any associated impact
• Cash requirements of unfunded commitments to certain investments
• Financial impact of proposed transaction involving HRJ Capital
• Performance by counterparties.
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 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 "Risk Factors" under Part II, Item 1A of this report. We urge investors to consider all of these factors carefully in evaluating the forward-looking statements contained in this report. All subsequent written or oral forward-looking statements attributable to us 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 assume no obligation and do not intend to revise or update any forward-looking statements contained in this Quarterly Report on Form 10-Q.
The following discussion and analysis of financial condition and results of operations should be read in conjunction with our interim unaudited consolidated financial statements and accompanying notes as presented in Part I, Item 1 of this report and in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2008 ("2008 Form 10-K"), as filed with the Securities and Exchange Commission ("SEC").
Certain reclassifications have been made to prior years' results to conform to the current period's presentations. Such reclassifications had no effect on our results of operations or stockholders' equity.
Management's Overview of First Quarter 2009 Performance
Our clients were significantly affected by the continuing economic downturn in the first quarter of 2009. The worst economic environment in nearly 60 years led to continued declines in venture capital and private equity activity, continued pressure on valuations in our venture and private equity-related investments, higher-than-normal credit costs, lower demand for venture capital call lines of credit, and lower income from many of our fee-based products. In addition, the continued volatility and deterioration of the economy made it extremely challenging to anticipate the speed and severity of those events.
We recorded a net loss applicable to common stockholders for the three months ended March 31, 2009 of $10.5 million, or $0.32 per diluted common share. Despite these conditions, we continued to see strong deposit growth in the latter half of the fourth quarter of 2008 and during the first quarter of 2009 as a result of our deposit initiatives, as well as from the desire of some clients to benefit from the security provided by Federal Deposit Insurance Corporation ("FDIC") insured deposits. Although the growth in deposits significantly increased our cash levels, we have deposited most of this excess cash with the Federal Reserve, earning interest at the Federal Funds target rate. While liquidity will remain a priority, we expect to invest a more significant portion of the excess cash from deposits into investment securities through the remainder of 2009 at higher yields.
Highlights of our first quarter 2009 financial results (compared to the first quarter of 2008) included the following:
• Provision for loan losses of $43.5 million, of which $32.3 million related to two loans in our hardware industry portfolio, with the remainder primarily from certain loans to early stage companies.
• Net losses on investment securities of $35.0 million due to lower valuations of our venture capital/private equity investments as a result of the continuing effects of the downturn in the overall economy. Net of noncontrolling interests (formerly referred to as minority interests), our net loss was $4.6 million.
• Growth of $3.5 billion in average deposit balances to $7.9 billion, which decreased our average loan-to-deposit ratio to 64.5 percent for the first quarter of 2009.
• Growth of $1.0 billion in average loans to $5.1 billion coming from all client industry segments, with particularly strong growth in loans to software clients and hardware clients.
• A decrease in our net interest margin from 6.27 percent to 3.97 percent, primarily due to the current low interest rate environment, as well as from a significant increase in our cash as a result of the growth in interest-bearing deposits, which were primarily deposited in overnight funds with the Federal Reserve.
• A non-tax deductible goodwill impairment charge of $4.1 million resulting from changes in our outlook for future financial performance of eProsper, our data management services company.
The discussions below under our results of operations provide more information on our first quarter 2009 performance.
The key highlights of our performance for the three months ended March 31, 2009 and 2008, respectively, were as follows:
Three months ended March 31,
(Dollars in thousands, except per share data and ratios) 2009 2008 Change
Average loans, net of unearned income $ 5,116,252 $ 4,112,865 24.4 %
Average noninterest-bearing deposits 4,636,553 2,899,599 59.9
Average interest-bearing deposits 3,291,153 1,535,414 114.3
Average total deposits 7,927,706 4,435,013 78.8
Diluted (loss) earnings per share (1) $ (0.32 ) $ 0.78 (141.0 )%
Net (loss) income attributable to SVBFG (1) (7,010 ) 27,118 (125.8 )
Net (loss) income available to common stockholders (1) (10,546 ) 27,118 (138.9 )
Net interest income (1) 91,511 90,778 0.8
Net interest margin (1) 3.97 % 6.27 % (230 ) bps
Average SVB prime lending rate 4.00 6.26 (226 ) bps
Allowance for loan losses as a percentage of total gross
loans 2.18 1.13 105 bps
Provision for loan losses $ 43,466 $ 7,723 NM %
Gross loan charge-offs as a percentage of average total
gross loans (annualized) 3.30 % 0.60 % 270 bps
Net loan charge-offs as a percentage of average total
gross loans (annualized) 3.21 0.52 269 bps
Noninterest (loss) income (2) $ (3,610 ) $ 41,565 (108.7 )%
Noninterest expense (3) 87,140 83,437 4.4
Return on average common SVBFG stockholders' equity
(annualized) (1)(4) (5.44 )% 15.86 % (134.3 )
Return on average assets (annualized) (1)(5) (0.27 ) 1.62 (116.7 )
Tangible common equity to tangible assets (6) 7.03 9.76 (28.0 )
Tangible common equity to risk-weighted assets 10.22 9.94 2.8
Book value per common share (7) 23.39 21.18 10.4
Operating efficiency ratio (1)(8) 98.49 % 62.81 % 56.8
Period end full-time equivalent employees 1,262 1,190 6.1
Non-GAAP measures:
Non-GAAP operating efficiency ratio (1)(9) 70.33 % 60.07 % 17.1 %
Non-GAAP noninterest income, net of noncontrolling
interest (10) $ 26,982 $ 43,281 (37.7 )
Non-GAAP noninterest expense, net of noncontrolling
interest (10) 83,753 80,678 3.8
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NM- Not meaningful
(1) Balances and ratios for all periods presented reflect our adoption of FSP APB No. 14. Refer to "Critical Accounting Policies and Estimates - Impact of Adopting FSP APB No. 14-1" and "Note 1- "Basis of Presentation" of the "Notes to Interim Consolidated Financial Statements (unaudited)" under Part I, Item 1 of this report for further details. Amounts for the three months ended March 31, 2008 have been retrospectively adjusted.
(2) Noninterest (loss) income included net losses of $31.9 million and $1.0 million attributable to noncontrolling interests for the three months ended March 31, 2009 and 2008, respectively. See "Results of Operations - Noninterest (Loss) Income" for a description of noninterest income attributable to noncontrolling interests.
(3) Noninterest expense included $3.4 million and $2.8 million attributable to noncontrolling interests for the three months ended March 31, 2009 and 2008, respectively. See "Results of Operations - Noninterest (Loss) Income" for a description of noninterest expense attributable to noncontrolling interests.
(4) Ratio represents annualized consolidated net (loss) income available to common stockholders divided by quarterly average SVB Financial Group ("SVBFG") stockholders' equity (excluding preferred equity).
(5) Ratio represents annualized consolidated net (loss) income attributable to SVBFG divided by quarterly average assets.
(6) Tangible common equity consists of SVB Financial Group ("SVBFG") stockholders' equity (excluding preferred equity and unrealized gains and losses from our fixed income investments) less acquired intangibles and goodwill. Tangible assets represent total assets (excluding unrealized gains and losses from our fixed income investments) less acquired intangibles and goodwill.
(7) Book value per common share is calculated by dividing total SVBFG stockholders' equity (excluding preferred equity) by total outstanding common shares.
(8) The operating efficiency ratio is calculated by dividing noninterest expense by total taxable-equivalent income. Noninterest expense included $3.4 million and $2.8 million attributable to noncontrolling interests for the three months ended March 31, 2009 and 2008, respectively.
(10) See "Results of Operations - Noninterest (Loss) Income" for a description of noninterest income and noninterest expense that is attributable to noncontrolling interests.
Critical Accounting Policies and Estimates
The accompanying management's discussion and analysis of results of operations and financial condition are based upon our unaudited interim consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). The preparation of these financial statements in accordance with GAAP requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosure of contingent assets and liabilities. Management evaluates estimates on an ongoing basis. 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.
There have been no significant changes during the three months ended March 31, 2009 to the items that we disclosed as our critical accounting policies and estimates in "Management's Discussion and Analysis of Financial Condition and Results of Operations" under Part II, Item 7 of our 2008 Form 10-K.
Fair Value Measurements
We use fair value measurements to record fair value adjustments to certain financial instruments and to determine fair value disclosures. Our marketable investment securities, non-marketable investment securities and derivatives are financial instruments recorded at fair value on a recurring basis. For a detailed description of our method, critical estimates and approach for fair value measurements of assets and liabilities, refer to our "Management's Discussion and Analysis of Financial Condition and Results of Operations" under
At March 31, 2009, approximately 18.4 percent of our total assets, or $2.0 billion, consisted of financial assets recorded at fair value on a recurring basis. Of these assets, 82.9 percent used valuation methodologies involving market-based or market-derived information, collectively Level 1 and 2 measurements, to measure fair value, and 17.1 percent of these financial assets were measured using model-based techniques, or Level 3 measurements. Almost all of our financial assets valued using Level 3 measurements at March 31, 2009 represented non-marketable securities. At March 31, 2009, 0.3 percent of total liabilities, or $27.3 million, consisted of financial liabilities recorded at fair value on a recurring basis, which were valued using market-observable inputs. There were no material transfers in or out of Level 3 during the three months ended March 31, 2009. Our valuation processes include a number of key controls that are designed to ensure that fair value is calculated appropriately. Such controls include a model validation policy requiring that models that provide values used in financial statements be validated by qualified personnel and escalation procedures to ensure that valuations using unverifiable inputs are identified and monitored on a regular basis by senior management.
As of March 31, 2009, our available-for-sale investment portfolio, consisting primarily of U.S. agency debentures, investment grade mortgage securities and municipal bonds and notes, represented $1.6 billion, or 78.1 percent of our portfolio of assets measured at fair value on a recurring basis. These instruments were classified as Level 2 because their valuations were based on indicator prices corroborated by observable market quotes or pricing models with all significant inputs derived from or corroborated by observable market data. Since our available-for-sale fixed-income investment securities portfolio consisted primarily of fixed rate securities, the fair value of the portfolio is sensitive to changes in levels of market interest rates and market perceptions of credit quality of the underlying securities. Market valuations and impairment analyses on assets in the fixed-income investment portfolio are reviewed and monitored on an ongoing basis.
To the extent available-for-sale investment securities are used to secure borrowings, changes in the fair value of those securities could have an impact on the total amount of secured financing available. We pledge securities to the Federal Home Loan Bank of San Francisco and the discount window at the Federal Reserve Bank. The market value of collateral pledged to the Federal Home Loan Bank of San Francisco at Mach 31, 2009 totaled $644.4 million, of which $542.4 million was available to support additional borrowings. The market value of collateral pledged at the discount window of the Federal Reserve Bank in accordance with our risk management practices at March 31, 2009 totaled $84.8 million, all of which was unused. We have repurchase agreements in place with multiple securities dealers, which allow us to access short-term borrowings by using fixed income securities as collateral. At March 31, 2009, we had not borrowed against our repurchase lines.
Financial assets valued using Level 3 measurements consist primarily of our investments in venture capital and private equity funds, direct equity investments in privately held companies and certain investments made by our consolidated sponsored debt fund. These funds are investment companies under the AICPA Audit and Accounting Guide for Investment Companies and accordingly,
these funds report their investments at estimated fair value, with unrealized gains and losses resulting from changes in fair value reflected as investment gains or losses in our consolidated statements of income. Assets valued using Level 3 measurements also include equity warrant assets in shares of private company capital stock.
During the three months ended March 31, 2009, the Level 3 assets that are measured at fair value on a recurring basis experienced net unrealized fair value decreases totaling $36.1 million primarily due to lower valuations in underlying fund investments in our private equity funds. Realized gains related to the Level 3 assets for the three months ended March 31, 2009 of $0.6 million related primarily to gains from distributions from private equity funds.
The valuation of nonmarketable securities and equity warrant assets in shares of private company capital stock is subject to management judgment. The inherent uncertainty in the process of valuing securities for which a ready market does not exist may cause our estimated values of these securities to differ significantly from the values that would have been derived had a ready market for the securities existed, and those differences could be material. The timing and amount of changes in fair value, if any, of these financial instruments depend upon factors beyond our control, including the performance of the underlying companies, fluctuations in the market prices of the preferred or common stock of the underlying companies, general volatility and interest rate market factors, and legal and contractual restrictions. The timing and amount of actual net proceeds, if any, from the disposition of these financial instruments depend upon factors beyond our control, including investor demand for initial public offerings, levels of merger and acquisition activity, legal and contractual restrictions on our ability to sell, and the perceived and actual performance of portfolio companies. All of these factors are difficult to predict.
Recent Accounting Pronouncements
Please refer to Note 1-"Basis of Presentation" of the "Notes to Interim Consolidated Financial Statements (unaudited)" under Part I, Item 1 of this report.
Impact of Adopting FSP APB No. 14-1
Effective January 1, 2009, we adopted the Financial Accounting Standards Board
("FASB") issued FASB Staff Position ("FSP") Accounting Principles Board ("APB")
Opinion No. 14-1, Accounting for Convertible Debt Instruments That May Be
Settled in Cash upon Conversion (Including Partial Cash Settlement) ("FSP APB
No. 14-1"). For further details, please refer to Note 1-"Basis of Presentation"
of the "Notes to Interim Consolidated Financial Statements (unaudited)" under
Part I, Item 1 of this report.
As a result of adopting the requirements of FSP APB No. 14-1, our net loss applicable to common stockholders for the three months ended March 31, 2009 increased by $0.3 million. Total SVBFG stockholders' equity, based on cumulative adjustments beginning January 1, 2007 through March 31, 2009 increased by $4.9 million. The following table highlights certain revised items related to the adoption of FSP APB No. 14-1 in our overall unaudited consolidated statements of income and balance sheets for the quarters ended March 31, 2009, December 31, 2008, and March 31, 2008.
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