OVERLAND PARK, Kan.--(BUSINESS WIRE)--Blue Valley Ban Corp. (OTCQX: BVBC) (the “Company”) (“BVBC”) today reported consolidated earnings for the quarter ended March 31, 2019 of $2,153,000 compared to $1,470,000 for the quarter ended March 31, 2018. Earnings per common share increased to $0.37 for the quarter ended March 31, 2019, compared to $0.27 for the quarter ended March 31, 2018. Key aspects of the operating results and financial condition of the Company reflected positive trends as of and for the three-month period ended March 31, 2019.
On January 16, 2019, the Company entered into an Agreement and Plan of Merger (the “Merger”) pursuant to which the Company will be acquired by Heartland Financial USA, Inc. (“Heartland”). The Merger is expected to close in the second quarter of 2019.
Robert D. Regnier, Chairman and CEO of Blue Valley Ban Corp., commented, “We had a great start to the year with a significant increase in earnings over the prior year. Our base of earning assets and our strong depositor relationships are driving results. Our focus continues to be on providing superior service and products to help our customers succeed. If our customers are successful, we will continue to be successful.”
For the quarter ended March 31, 2019, net interest income increased $526,000, or 9.0%, compared to the prior year period, primarily due to increased loan interest income. The Company’s non-interest income for the quarter ended March 31, 2019 increased by $143,000, or 12.3%, and the Company’s non-interest expense for the quarter ended March 31, 2019 increased by $138,000, or 2.9%, each as compared to the prior year period.
As a result of the volume and composition of loan growth and other factors used to determine the level of the allowance for loan losses, the Company did not record a provision for loan loss for the quarter ended March 31, 2019, compared to a provision of $300,000 recorded during the same period in the prior year. The Company’s ratio of total reserves to non-accrual loans was approximately 1,342% as of March 31, 2019, which exceeds the most recent Uniform Bank Performance Report (UBPR) peer group ratio of 505%. At March 31, 2019, the Company’s ratio of nonperforming loans to total loans was 0.08%, which compares favorably with the most recent UBPR peer group ratio of 0.62%.
About Blue Valley Ban Corp.
Blue Valley Ban Corp. is a bank holding company that, through its subsidiaries, provides banking services to closely-held businesses, their owners, professionals and individuals in Johnson County, Kansas.
This release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and is including this statement for purposes of those safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies and expectations of the Company, can generally be identified by use of the words "anticipate," "believe," "can," "continue," "could," "estimate," "expect," "intend," "may," "plan," "potential," "predict," "project," "should," or the negative of these terms or other comparable terminology. The Company is unable to predict the actual results of its future plans or strategies with certainty. Factors which could have a material adverse effect on the operations and future prospects of the Company include, but are not limited to, the ability to complete the Merger, the ability to successfully and timely combine the two organizations in the Merger; the ability to recognize the cost savings in the Merger; the ability to obtain the shareholder approval necessary to complete the Merger; fluctuations in market rates of interest and loan and deposit pricing; inability to maintain or increase deposit base and secure adequate funding; a continued deterioration of general economic conditions or the demand for housing in the Company's market areas; legislative or regulatory changes; regulatory action; continued adverse developments in the Company's loan or investment portfolio; any inability to obtain funding on favorable terms; the Company’s non-payment on Trust Preferred Securities or other debt; the loss of key personnel; significant increases in competition; potential unfavorable actions from rating agencies; potential unfavorable results of litigation to which the Company may become a party, and the possible dilutive effect of potential acquisitions or expansions. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We operate in a very competitive and rapidly changing environment. New risks emerge from time to time, and it is not possible for us to predict all risk factors. Nor can we address the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. All statements in this release, including forward-looking statements, speak only as of the date they are made, and the Company undertakes no obligation to update any statement in light of new information or future events, except as required by law.
Additional Information about the Merger and Where to Find It
Heartland filed with the SEC on March 4, 2019 a registration statement on Form S-4 (as amended on April 8, 2019, the “Registration Statement”) to register the shares of Heartland common stock that will be issued to BVBC shareholders in the proposed Merger, such Registration Statement being declared effective by the Commission on April 9, 2019. The Registration Statement includes a proxy statement/prospectus that is being used to solicit proxies for a special meeting of the BVBC shareholders at which the Merger will be considered (the “Proxy Statement/Prospectus”). The Proxy Statement/Prospectus was mailed to the shareholders of the Company on April 10, 2019 and contains important information about BVBC, Heartland and the Merger. All BVBC shareholders are urged to read the Proxy Statement/Prospectus carefully. The Registration Statement, the Proxy Statement/Prospectus and related documentation are available at no charge at the SEC’s website (www.sec.gov), BVBC’s website (www.bankbv.com) or by contacting Mark Fortino, Secretary and Chief Financial Officer of BVBC.
BVBC and certain of the directors and executive officers of BVBC may be deemed to be participants in the solicitation of proxies from the shareholders of BVBC in connection with the Merger. Information about the directors and executive officers of BVBC and their securities holdings are included in the Proxy Statement/Prospectus, as part of the Registration Statement. Information about the directors and executive officers of Heartland and their beneficial ownership of Heartland common stock is set forth in the proxy statement for Heartland’s 2019 Annual Meeting of Stockholders, as filed with the SEC on Schedule 14A on April 5, 2019. Additional information regarding the interests in the Merger of the BVBC directors and executive officers and other persons who may be deemed participants in the transactions contemplated by the Merger Agreement and a description of their direct and indirect interests, by security holdings or otherwise, may be obtained by reading the Proxy Statement/Prospectus and other relevant documents regarding the Merger as filed with the SEC. Free copies of these documents may be obtained as described above.
| Blue Valley Ban Corp. | ||||||||
| Condensed Consolidated Balance Sheets | ||||||||
| March 31, 2019 and December 31, 2018 | ||||||||
|
(In thousands, except share data) |
||||||||
| ASSETS | ||||||||
|
March 31, 2019 |
December 31, 2018 | |||||||
| (Unaudited) | ||||||||
| Cash and due from banks | $ | 8,237 | $ | 14,294 | ||||
| Interest-bearing deposits in other financial institutions | 1,641 | 1,841 | ||||||
| Cash and cash equivalents | 9,878 | 16,135 | ||||||
| Available-for-sale securities | 107,512 | 104,965 | ||||||
| Equity securities | 583 | 576 | ||||||
|
Loans, net of allowance for loan losses of $6,224 and $6,171 in 2019 and 2018, respectively |
557,853 | 555,102 | ||||||
| Premises and equipment, net | 12,422 | 12,105 | ||||||
| Bank-owned real estate held for sale, net | 6,486 | 6,488 | ||||||
| Interest receivable | 2,085 | 2,298 | ||||||
| Deferred income taxes | 4,885 | 6,267 | ||||||
| Prepaid expenses and other assets | 8,280 | 8,210 | ||||||
|
FHLBank stock, Federal Reserve Bank stock, and other securities |
4,434 | 5,538 | ||||||
| Total assets | $ | 714,418 | $ | 717,684 | ||||
| Blue Valley Ban Corp. | ||||||||||
| Condensed Consolidated Balance Sheets | ||||||||||
| March 31, 2019 and December 31, 2018 | ||||||||||
|
(In thousands, except share data) |
||||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||||
|
March 31, 2019 |
December 31, 2018 | |||||||||
| (Unaudited) | ||||||||||
| LIABILITIES | ||||||||||
| Deposits | ||||||||||
| Demand | $ | 162,470 | $ | 152,887 | ||||||
| Savings, NOW and money market | 319,759 | 325,268 | ||||||||
| Time | 104,921 | 84,418 | ||||||||
| Total deposits | 587,150 | 562,573 | ||||||||
| Other interest-bearing liabilities | 41,141 | 72,550 | ||||||||
| Long-term debt | 26,696 | 26,856 | ||||||||
| Interest payable and other liabilities | 2,041 | 2,472 | ||||||||
| Total liabilities | 657,028 | 664,451 | ||||||||
| STOCKHOLDERS’ EQUITY | ||||||||||
| Capital stock | ||||||||||
|
Preferred stock, Series B, $1 par value, convertible to common stock; pari passu with common stock upon liquidation; authorized 1,000,000 shares; issued and outstanding: 2019 – 471,979 shares; 2018 – 471,979 shares |
472 | 472 | ||||||||
|
Common stock, par value $1 per share; authorized 15,000,000 shares; issued and outstanding 2019 – 5,843,724 shares; 2018 – 5,851,027 shares |
5,844 | 5,851 | ||||||||
| Additional paid-in capital | 34,615 | 34,638 | ||||||||
| Retained earnings | 18,346 | 16,193 | ||||||||
|
Accumulated other comprehensive income (loss), net of income tax (credit) of $(727) in 2019 and $(1,424) in 2018 |
(1,887 | ) | (3,921 | ) | ||||||
| Total stockholders’ equity | 57,390 | 53,233 | ||||||||
| Total liabilities and stockholders’ equity | $ | 714,418 | $ | 717,684 | ||||||
| Blue Valley Ban Corp. | ||||||
| Condensed Consolidated Statements of Income | ||||||
| Three Months Ended March 31, 2019 and 2018 | ||||||
|
(In thousands, except share data) |
||||||
| Three Months Ended March 31, | ||||||
| 2019 | 2018 | |||||
| (Unaudited) | (Unaudited) | |||||
| INTEREST INCOME | ||||||
| Interest and fees on loans | $ 7,210 | $ 6,253 | ||||
| Federal funds sold and other short-term investments | 17 | 20 | ||||
| Available-for-sale securities | 543 | 509 | ||||
| Dividends on FHLBank and Federal Reserve Bank Stock | 13 | 5 | ||||
| Total interest income | 7,783 | 6,787 | ||||
| INTEREST EXPENSE | ||||||
| Interest-bearing demand deposits | 99 | 65 | ||||
| Savings and money market deposit accounts | 369 | 193 | ||||
| Other time deposits | 444 | 285 | ||||
| Federal funds purchased and other interest-bearing liabilities | 154 | 31 | ||||
| Long-term debt, net | 352 | 374 | ||||
| Total interest expense | 1,418 | 948 | ||||
| NET INTEREST INCOME | 6,365 | 5,839 | ||||
| PROVISION FOR LOAN LOSSES | - | 300 | ||||
| NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES | 6,365 | 5,539 | ||||
| NON-INTEREST INCOME | ||||||
| Service fees | 728 | 788 | ||||
| Other income | 574 | 371 | ||||
| Total non-interest income | 1,302 | 1,159 | ||||
| NON-INTEREST EXPENSE | ||||||
| Salaries and employee benefits | 2,746 | 2,701 | ||||
| Net occupancy expense | 665 | 683 | ||||
| Other operating expense | 1,417 | 1,306 | ||||
| Total non-interest expense | 4,828 | 4,690 | ||||
| INCOME BEFORE INCOME TAXES | 2,839 | 2,008 | ||||
| PROVISION FOR INCOME TAXES | 686 | 538 | ||||
| NET INCOME | $ 2,153 | $ 1,470 | ||||
| BASIC EARNINGS PER SHARE | $0.37 | $0.27 | ||||
| DILUTED EARNINGS PER SHARE | $0.37 | $0.27 | ||||
