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): September 25, 2003

 

 

Silicon Valley Bancshares

(Exact name of registrant as specified in its charter)

 

 

 

 

Item 5.  Other Events

 

On March 5, 2003, Silicon Valley Bancshares (the “Company”) filed its Annual Report on Form 10-K for the fiscal year ending December 31, 2002 (the “Fiscal 2002 Form 10-K”).  Regulation G and Item 10(e) of Regulation S-K, which are the Securities and Exchange Commission’s (the “SEC’s”) new rules regarding the use of non-GAAP (generally accepted accounting principles) financial measures (the “Non-GAAP Rules”), were not effective at the time the Company filed its Fiscal 2002 Form 10-K.  The Non-GAAP Rules are now effective and the Company expects to incorporate by reference the Fiscal 2002 Form 10-K into its Form S-3 registration statement relating to the resale of the Company’s convertible subordinated notes due June 15, 2008 and the common stock issuable upon conversion of such notes.  Certain financial measures included on pages 16, 32 and 33 of the Fiscal 2002 Form 10-K relating to the Company’s efficiency ratio for fiscal 2002, 2001 and 2000 may fall within the definition of non-GAAP financial measures (as defined by the Non-GAAP Rules).  As such, in accordance with the Non-GAAP Rules and the views of the SEC’s Division of Corporation Finance, the Company is filing this Form 8-K in order to disclose a reconciliation between such financial measures and the most directly comparable financial measures calculated and presented in accordance with GAAP.

 

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Efficiency Ratio Reconciled to GAAP Presentation

For the twelve months ended December 31, 2002, 2001 and 2000

(Dollars in thousands)

 

		2002							2001							2000
Revenues and minority interest:
Net interest income		$	194,708						$	262,985						$	329,848
Noninterest income		67,858							70,833							189,630
Minority interest		7,767							7,546							460
Total revenues and minority interest (GAAP)		270,333							341,364							519,938
Adjustments:
Investment losses (gains)		9,825							12,373							(37,065		)
Disposition of client warrants		(1,661		)					(8,500		)					(86,322		)
Minority interest		(7,767		)					(7,546		)					(460		)
Minority interest included in interest income		(86		)					(451		)					—
Minority interest included in other noninterest income		—							(133		)					—
Adjusted revenues (non-GAAP) (1)(2)		$	270,644						$	337,107						$	396,091
		Amount			Percent of adjusted revenues(2)		Percent of revenues and minority interest		Amount			Percent of adjusted revenues(2)		Percent of revenues and minority interest		Amount			Percent of adjusted revenues(2)		Percent of revenues and minority interest
Noninterest expenses included in calculation of adjusted noninterest expense:
Compensation and benefits		$	105,168		38.9	%	38.9	%	$	89,060		26.4	%	26.1	%	$	106,385		26.9	%	20.5	%
Net occupancy expense		20,391			7.5	%	7.5	%	16,181			4.8	%	4.7	%	9,363			2.4	%	1.8	%
Professional services		18,385			6.8	%	6.8	%	24,543			7.3	%	7.2	%	20,832			5.3	%	4.0	%
Furniture and equipment		9,562			3.5	%	3.5	%	13,916			4.1	%	4.1	%	11,999			3.0	%	2.3	%
Business development and travel		8,426			3.1	%	3.1	%	10,159			3.0	%	3.0	%	11,188			2.8	%	2.2	%
Postage and supplies		3,190			1.2	%	1.2	%	3,995			1.2	%	1.2	%	3,500			0.9	%	0.7	%
Telephone expense		3,123			1.2	%	1.2	%	4,317			1.3	%	1.3	%	2,815			0.7	%	0.5	%
Correspondent bank fees		2,835			1.0	%	1.0	%	479			0.1	%	0.1	%	112			0.0	%	0.0	%
Trust preferred securities distributions		2,230			0.8	%	0.8	%	3,300			1.0	%	1.0	%	3,300			0.8	%	0.6	%
Advertising and promotion		1,025			0.4	%	0.4	%	3,126			0.9	%	0.9	%	3,445			0.9	%	0.7	%
Other		9,959			3.7	%	3.7	%	10,183			3.0	%	3.0	%	8,111			2.0	%	1.6	%
Expenses incurred by minority interests		(2,114		)	-0.8	%	—		(2,435		)	-0.7	%	—		(671		)	-0.1	%	—
Adjusted noninterest expense (Non-GAAP) (2)(3)		182,180							176,824							180,379
Additional noninterest expenses:
Tax credit fund amortization		2,963					1.1	%	2,756					0.8	%	—					—
Expenses incurred by minority interests		2,114					—		2,435					—		671					—
Retention and warrant incentive plans		(883		)			-0.3	%	1,473					0.4	%	17,311					3.3	%
Total noninterest expense (GAAP)		$	186,374						$	183,488						$	198,361
Non-GAAP efficiency ratio (2)(4)					67.3	%						52.5	%						45.6	%
GAAP efficiency ratio (5)							68.9	%						53.8	%						38.2	%

 

(1)          Excludes income associated with minority interest, the disposition of clients warrants and gains or losses related to investment securities.

(2)          As previously reported on the Company's Fiscal 2002 Form 10-K.

(3)          Excludes expenses associated with retention and warrant incentive plans, tax credit fund amortization and expenses incurred by minority interest.

(4)          Calculated by dividing adjusted noninterest expense by adjusted revenues.

(5)          Calculated by dividing total noninterest expense by combined revenues and minority interest.

 

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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.

 

 

		SILICON VALLEY BANCSHARES
Date:  September 25, 2003		/s/ Donal D. Delaney
		Donal D. Delaney
		Controller
		(Principal Accounting Officer)

 

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