Blue Valley Ban Corp. Announces First Quarter 2019 Operating Results

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 Companys non-interest income for the quarter ended March 31, 2019 increased by $143,000, or 12.3%, and the Companys 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 Companys 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 Companys ratio of nonperforming loans to total loans was 0.08%, which compares favorably with the most recent UBPR peer group ratio of 0.62%.

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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 Companys 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 SECs website (www.sec.gov), BVBCs 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 Heartlands 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

Blue Valley Ban Corp.
Mark A. Fortino
Chief Financial
Officer
(913) 338-1000