1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM __________________ TO __________________
COMMISSION FILE NUMBER: 001-15933
BLUE VALLEY BAN CORP
(Exact name of registrant as specified in its charter)
KANSAS 48-1070996
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
11935 RILEY
OVERLAND PARK, KANSAS 66225-6128
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (913) 338-1000
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Number of shares of Common Stock ($1.00 par value) outstanding at the close
of business on June 30, 2001 was 2,171,676 shares.
2
BLUE VALLEY BAN CORP
INDEX
Page No.
PART I. FINANCIAL INFORMATION
ITEM I. FINANCIAL STATEMENTS
- ------------------------------
Independent Accountants' Review Report 3
Consolidated Balance Sheets - June 30, 2001 (unaudited) and December 31, 2000 4
Consolidated Statements of Income (unaudited) - three-months and six-months ended
June 30, 2001 and 2000 6
Consolidated Statements of Changes in Stockholders' Equity (unaudited) - six-months
ended June 30, 2001 and 2000 7
Consolidated Statements of Cash Flows (unaudited) - six-months ended
June 30, 2001 and 2000 8
Notes to Consolidated Financial Statements (unaudited) - six-months ended
June 30, 2001 and 2000 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
- -----------------------------------------------------------------------------------
OF OPERATIONS 11
-------------
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 19
- ---------------------------------------------------------------------
PART II. OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS 20
- ----------------------------------------------------
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 20
- -------------------------------------------------------------
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 20
- -------------------------------------------
2
3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
INDEPENDENT ACCOUNTANTS' REVIEW REPORT
Board of Directors
Blue Valley Ban Corp
Overland Park, Kansas 66225
We have reviewed the consolidated balance sheet of BLUE VALLEY BAN CORP
as of June 30, 2001, and the related consolidated statements of income for the
three-month and six-month periods ended June 30, 2001 and 2000, and the
consolidated statements of changes in stockholders' equity and cash flows for
the six-month periods ended June 30, 2001 and 2000. These financial statements
are the responsibility of the Company's management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements taken as a
whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications
that should be made to the consolidated financial statements referred to above
for them to be in conformity with generally accepted accounting principles.
We have previously audited, in accordance with auditing standards
generally accepted in the United States of America, the consolidated balance
sheet as of December 31, 2000 and the related consolidated statements of income,
changes in stockholders' equity, and cash flows for the year then ended (not
presented herein), and in our report dated February 9, 2001 we expressed an
unqualified opinion on those consolidated financial statements. In our opinion,
the information set forth in the accompanying consolidated balance sheet as of
December 31, 2000 is fairly stated, in all material respects, in relation to the
consolidated balance sheet from which it has been derived.
/s/ BKD, LLP
Kansas City, Missouri
July 26, 2001
3
4
BLUE VALLEY BAN CORP
CONSOLIDATED BALANCE SHEETS
JUNE 30, 2001 AND DECEMBER 31, 2000
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
ASSETS
JUNE 30, 2001 DECEMBER 31, 2000
------------------------ -----------------------
(UNAUDITED)
Cash and due from banks $ 16,239 $ 13,720
Federal funds sold 10,200 22,200
------------------------ -----------------------
Cash and cash equivalents 26,439 35,920
Available-for-sale securities 68,809 76,503
Held-to-maturity securities 2,000 2,000
Mortgage loans held for sale 26,716 1,207
Loans 314,857 287,669
Less allowance for loan losses (4,951) (4,440)
------------------------ -----------------------
Net loans 309,906 283,229
Premises and equipment 7,256 6,591
Foreclosed assets held for sale, net 67 334
Interest receivable 2,727 3,058
Deferred income taxes 785 939
Prepaid expenses and other assets 1,664 2,041
Federal Home Loan Bank stock, Federal Reserve Bank stock and
other securities 3,477 1,550
Excess of cost over fair value of net assets acquired, at amortized cost 1,219 1,295
------------------------ -----------------------
Total Assets $451,065 $414,667
======================== =======================
See Accompanying Notes to Consolidated Financial Statements
and Independent Accountant's Review Report.
4
5
BLUE VALLEY BAN CORP
CONSOLIDATED BALANCE SHEETS
JUNE 30, 2001 AND DECEMBER 31, 2000
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
LIABILITIES AND STOCKHOLDERS' EQUITY
JUNE 30, 2001 DECEMBER 31, 2000
------------------------ -----------------------
(UNAUDITED)
LIABILITIES
Demand deposits $ 47,755 $ 44,354
Savings, NOW and money market deposits 163,707 154,464
Time deposits 161,537 139,403
------------------------ -----------------------
Total Deposits 372,999 338,221
Securities sold under agreements to repurchase 17,740 15,299
Short-term debt - 5,000
Long-term debt 16,694 16,768
Guaranteed preferred beneficial interest in Company's
subordinated debt 11,500 11,500
Advances from borrowers for taxes and insurance 2,963 1,350
Accrued interest and other liabilities 3,378 2,714
------------------------ -----------------------
Total Liabilities 425,274 390,852
------------------------ -----------------------
STOCKHOLDERS' EQUITY
Capital stock
Common stock, par value $1 per share;
Authorized 15,000,000 shares; issued and outstanding
2001 - 2,171,676 shares; 2000 - 2,141,720 2,172 2,142
Additional paid-in capital 5,580 5,277
Retained earnings 17,210 15,935
Accumulated other comprehensive income
Unrealized appreciation on available-for-sale securities, net of
income taxes of $553 in 2001 and $307 in 2000 829 461
------------------------ -----------------------
Total Stockholders' Equity 25,791 23,815
------------------------ -----------------------
Total Liabilities and Stockholders' Equity $451,065 $414,667
======================== =======================
See Accompanying Notes to Consolidated Financial Statements
and Independent Accountant's Review Report.
5
6
BLUE VALLEY BAN CORP
CONSOLIDATED STATEMENTS OF INCOME
THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2001 AND 2000
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
2001 2000 2001 2000
------------- ------------- ------------- -------------
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
INTEREST INCOME
Interest and fees on loans $7,099 $6,451 $14,003 $12,724
Federal funds sold 239 15 580 53
Available-for-sale securities 1,058 814 2,258 1,567
Held-to-maturity securities 40 - 80 -
------------- ------------- ------------- -------------
Total Interest Income 8,436 7,280 16,921 14,344
------------- ------------- ------------- -------------
INTEREST EXPENSE
Interest-bearing demand deposits 226 207 471 392
Savings and money market deposit accounts 1,334 1,382 2,841 2,624
Other time deposits 2,536 1,612 4,955 3,136
Securities sold under repurchase
agreements 114 86 226 177
Long-term debt and advances 620 443 1,233 856
------------- ------------- ------------- -------------
Total Interest Expense 4,830 3,730 9,726 7,185
------------- ------------- ------------- -------------
NET INTEREST INCOME 3,606 3,550 7,195 7,159
PROVISION FOR LOAN LOSSES 555 480 1,095 945
------------- ------------- ------------- -------------
NET INTEREST INCOME AFTER PROVISION
FOR LOAN LOSSES 3,051 3,070 6,100 6,214
NONINTEREST INCOME
Service fees 1,531 694 2,154 1,294
Realized gain on sales of investment securities - - 217 -
Other income 54 85 112 160
------------- ------------- ------------- -------------
Total Noninterest Income 1,585 779 2,483 1,454
------------- ------------- ------------- -------------
NONINTEREST EXPENSE
Salaries and employee benefits 2,251 1,424 4,164 2,833
Net occupancy expense 344 276 650 533
Other operating expense 922 695 1,883 1,627
------------- ------------- ------------- -------------
Total Noninterest Expense 3,517 2,395 6,697 4,993
------------- ------------- ------------- -------------
INCOME BEFORE INCOME TAXES 1,119 1,454 1,886 2,675
PROVISION FOR INCOME TAXES 356 508 611 896
------------- ------------- ------------- -------------
NET INCOME $ 763 $ 946 $1,275 $1,779
============= ============= ============= =============
BASIC EARNINGS PER SHARE $0.35 $0.44 $0.59 $0.83
============= ============= ============= =============
DILUTED EARNINGS PER SHARE $0.35 $0.43 $0.58 $0.82
============= ============= ============= =============
See Accompanying Notes to Consolidated Financial Statements
and Independent Accountant's Review Report.
6
7
BLUE VALLEY BAN CORP
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
SIX MONTHS ENDED JUNE 30, 2001 AND 2000
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
Accumulated
Other
Comprehensive
Income
---------------
Unrealized
Appreciation
Additional (Depreciation) on
Comprehensive Common Paid-In Retained Available-for-Sale
Income Stock Capital Earnings Securities, Net Total
------ ----- ------- -------- --------------- -----
BALANCE, DECEMBER 31, 1999 $2,138 $5,230 $12,458 $(957) $18,869
Issuance of 4,000 shares of common
stock 4 47 51
Net income $1,779 1,779 1,779
Change in unrealized depreciation on
available-for-sale securities, net of
income taxes of $(52) (79) (79) (79)
---------------- ----------- ----------- ---------- ------------------ -----------
$1,700
----------------
BALANCE, JUNE 30, 2000 $2,142 $5,277 $14,237 $(1,036) $20,620
----------- ----------- ---------- ------------------ -----------
Net income $1,698 1,698 1,698
Change in unrealized appreciation
on available-for-sale securities,
net of income taxes of $997 1,497 1,497 1,497
---------------- ----------- ----------- ---------- ------------------ -----------
$4,895
================
BALANCE, DECEMBER 31, 2000 $2,142 $5,277 $15,935 $461 $23,815
----------- ----------- ---------- ------------------ -----------
Issuance of 29,956 shares of common
stock 30 303 333
Net income $1,275 1,275 1,275
Change in unrealized appreciation on
available-for-sale securities, net of
income taxes of $246 368 368 368
---------------- ----------- ----------- ---------- ------------------ -----------
$1,643
================
BALANCE, JUNE 30, 2001 $2,172 $5,580 $17,210 $829 $25,791
=========== =========== ========== ================== ===========
June 30, 2001 December 31, 2000 June 30, 2000
------------- ----------------- -------------
RECLASSIFICATION DISCLOSURE:
Unrealized appreciation (depreciation) on available-for-sale securities, net of income
taxes of $333, $997, and $(52) for the periods ended June 30, 2001,
December 31, 2000, and June 30, 2000, respectively $498 $1,497 $(79)
Less: reclassification adjustments for appreciation
included in net income, net of income taxes of $(87) for the
period ended June 30, 2001 (130) - -
---------- ---------------- ---------
Change in unrealized appreciation (depreciation) on available-for-sale
securities, net of income taxes of $246, $997, and $(52) for the periods ended June
30, 2001, December 31, 2000, and June 30, 2000, respectively $368 $1,497 $(79)
========== ================ =========
See Accompanying Notes to Consolidated Financial Statements
and Independent Accountant's Review Report.
7
8
BLUE VALLEY BAN CORP
CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 2001 AND 2000
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
JUNE 30, 2001 JUNE 30, 2000
-------------------- ---------------------
(UNAUDITED) (UNAUDITED)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 1,275 $ 1,779
Items not requiring (providing) cash:
Depreciation and amortization 352 302
Amortization of premiums and discounts on securities 16 41
Provision for loan losses 1,095 945
Deferred income taxes (92) -
Gain on sales of available-for-sale securities (217) -
Loss on sale of foreclosed assets 122 -
Gain on sale of premises and equipment (5) -
Changes in:
Accrued interest receivable 331 (215)
Mortgage loans held for sale (25,509) (3,703)
Prepaid expenses and other assets 375 (123)
Accrued interest payable and other liabilities 664 (187)
-------------------- ---------------------
Net cash used in operating activities (21,593) (1,161)
-------------------- ---------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Net originations of loans (30,375) (18,785)
Proceeds from sales of loan participations 2,424 734
Purchase of premises and equipment (945) (460)
Proceeds from the sale of premises and equipment 11 -
Proceeds from the sale of foreclosed assets 324 308
Proceeds from sales of available-for-sale securities 5,192 -
Proceeds from maturities of available-for-sale securities 18,600 2,205
Purchases of available-for-sale securities (17,210) (7,134)
-------------------- ---------------------
Net cash used in investing activities (21,979) (23,132)
-------------------- ---------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in demand deposits, money market, NOW and savings
accounts 12,644 11,755
Net increase in certificates of deposit 22,134 7,026
Repayments of long-term debt (74) (68)
Net payments on short-term debt (5,000) (375)
Proceeds from sale of common stock 333 51
Net increase in other borrowings 2,441 877
Net increase in advances from borrowers for taxes and
insurance 1,613 488
-------------------- ---------------------
Net cash provided by financing activities 34,091 19,754
-------------------- ---------------------
DECREASE IN CASH AND CASH EQUIVALENTS (9,481) (4,539)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 35,920 23,460
-------------------- ---------------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 26,439 $ 18,921
==================== =====================
See Accompanying Notes to Consolidated Financial Statements
and Independent Accountant's Review Report.
8
9
BLUE VALLEY BAN CORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED JUNE 30, 2001 AND 2000
(UNAUDITED)
NOTE 1: BASIS OF PRESENTATION
In the opinion of management, the accompanying unaudited consolidated
financial statements contain all adjustments necessary to present fairly the
Company's consolidated financial position as of June 30, 2001, and the
consolidated results of its operations, changes in stockholders' equity and cash
flows for the periods ended June 30, 2001 and 2000, and are of a normal
recurring nature.
Certain information and note disclosures normally included in the
company's annual financial statements prepared in accordance with generally
accepted accounting principles have been omitted. These consolidated financial
statements should be read in conjunction with the consolidated financial
statements and notes thereto included in the Company's December 31, 2000 Form
10-K filed with the Securities and Exchange Commission.
The results of operations for the period are not necessarily indicative
of the results to be expected for the full year.
The report of BKD, LLP commenting upon their review accompanies the
consolidated financial statements included in Item 1 of Part I.
NOTE 2: EARNINGS PER SHARE
Basic earnings per share is computed based on the weighted average
number of shares outstanding during each year. Diluted earnings per share is
computed using the weighted average common shares and all potential dilutive
common shares outstanding during the period.
The computation of per share earnings for the six-months ended June 30,
2001 and 2000 is as follows:
JUNE 30, 2001 JUNE 30, 2000
------------------- -------------------
(UNAUDITED) (UNAUDITED)
(AMOUNTS IN THOUSANDS, EXCEPT
SHARE AND PER SHARE DATA)
Net income $ 1,275 $ 1,779
------------------- -------------------
Average common shares outstanding 2,157,802 2,141,324
Average common share stock options outstanding 45,519 34,372
------------------- -------------------
Average diluted common shares 2,203,321 2,175,696
------------------- -------------------
Basic earnings per share $ 0.59 $ 0.83
=================== ===================
Diluted earnings per share $ 0.58 $ 0.82
=================== ===================
9
10
NOTE 3: LONG-TERM DEBT
Long-term debt at June 30, 2001 and December 31, 2000, consisted of the
following components:
JUNE 30, 2001 DECEMBER 31, 2000
--------------------- ---------------------
(UNAUDITED)
(IN THOUSANDS)
Note Payable - other (A) $ 1,694 $ 1,768
Federal Home Loan Bank advances (B)
15,000 15,000
--------------------- ---------------------
Total long-term debt $ 16,694 $ 16,768
===================== =====================
(A) Due in August 2009, payable in monthly installments of $23,175, plus
interest at 7.5%; collateralized by land, building and assignment of future
rents.
(B) Due in 2008 and 2010; collateralized by various assets including
mortgage-backed loans and securities, and U.S. Treasury and Agency
securities. The interest rates on the advances range from 4.63% to 5.68%.
Federal Home Loan Bank advance availability is determined quarterly and at
June 30, 2001, approximately $53,212,000 was available.
Aggregate annual maturities of long-term debt at June 30, 2001 are as follows:
(IN THOUSANDS)
---------------------
July 1 to December 31, 2001 $ 77
2002
162
2003
175
2004
188
2005
203
Thereafter
15,889
---------------------
$ 16,694
=====================
NOTE 4: TRUST PREFERRED SECURITIES
On July 21, 2000, BVBC Capital Trust I (the "Trust"), a Delaware
business trust formed by the Company, completed the sale of $11,500,000 of
10.375% trust preferred securities. The Trust is a 100% owned finance subsidiary
of the Company. The Trust also issued $355,672 of common securities to the
Company and used the total proceeds of $11,855,672 from the offering to purchase
$11,855,672 in principal amount of 10.375% junior subordinated debentures of the
Company due September 30, 2030. Payments to the Company on the common securities
are subordinated to the trust preferred securities in the event of a default on
the junior subordinated debentures. The Company paid all underwriting discounts
and other operating expenses related to the offering and received net proceeds
of $10,578,000. The junior subordinated debentures are the sole assets of the
Trust and are eliminated, along with the related income statement effects, in
the Company's consolidated financial statements. The trust preferred securities
are mandatorily redeemable upon the maturity of the junior subordinated
debentures or upon earlier redemption as provided in the indenture. The Company
has the right to redeem the junior subordinated debentures, in whole or in part,
on or after September 30, 2005, at a redemption price specified in the indenture
plus any accrued but unpaid interest to the redemption date. The Company has
fully and unconditionally guaranteed the Trust's obligations under the trust
preferred securities on a subordinated basis to the extent that the funds are
held by the Trust. The trust preferred securities meet the criteria to be
considered regulatory capital.
10
11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
This report 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 "believe," "expect," "intend,"
"anticipate," "estimate," "project," or similar expressions. 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,
fluctuations in market rates of interest and loan and deposit pricing; a
deterioration of general economic conditions or the demand for housing in the
Company's market areas; legislative or regulatory changes; adverse developments
in the Company's loan or investment portfolio; any inability to obtain funding
on favorable terms; the loss of key personnel; significant increases in
competition; 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.
GENERAL
RESULTS OF OPERATIONS
Three months ended June 30, 2001 and 2000. Net income for the quarter ended June
30, 2001, was $763,000, as compared to net income of $946,000 for the quarter
ended June 30, 2000, representing a decrease of $183,000, or 19.34%. Diluted
earnings per share decreased 18.60% to $0.35 during the second quarter of 2001
from $0.43 in the same period of 2000. The Company's annualized return on
average assets and average stockholders' equity for the three-month period ended
June 30, 2001 were 0.69% and 12.23%, compared to 1.12% and 19.01%, respectively,
for the same period in 2000, decreases of 38.39% and 35.67%, respectively. The
changes in the annualized returns were due to the decrease of our net income
from the prior year second quarter to the current year and a significant
increase in interest-earning assets for the same period. The decrease in our net
income was primarily a result of decreases in market interest rates during the
second quarter ended June 30, 2001 and an increase in our salaries and employee
benefits expense due to recent personnel expansion to facilitate our growth.
Net interest income of $3.6 million remained virtually unchanged during
the three-month period ended June 30, 2001 as compared to the three-month period
ended June 30, 2000. A $1.1 million increase in interest income due primarily to
a $100.6 million increase in average interest-earning assets was offset by a
$1.1 million increase in interest expense due to an $89.8 million increase in
average interest-bearing liabilities.
Interest income for the three-month period ended June 30, 2001 was $8.4
million, an increase of $1.1 million, or 15.88%, from $7.3 million for the
three-month period ended June 30, 2000. This increase was primarily as a result
of $100.6 million, or 31.51%, growth in interest-earning assets, which was
partially offset by a decrease in yield on interest-earning assets of 113 basis
points, to 8.12% in the second quarter of 2001, as compared to 9.25% in the
prior year second quarter. The 113 basis point decrease in yield has resulted in
part from market interest rate decreases of 275 basis points during the twelve-
month period ended June 30, 2001.
Interest expense for the current year second quarter was $4.8 million,
an increase of $1.1 million, or 29.49%, from $3.7 million in the prior year
second quarter. The increase is attributable to a $80.3 million, or 33.30%,
increase in our average interest-bearing deposits as well as a $9.5 million, or
23.89%, increase in other interest-bearing liabilities, mainly resulting from
the issue of our junior subordinated debentures in July 2000. Rates paid on
average interest-bearing liabilities declined to 5.22% in the current year
period from 5.34% in the prior year period, a decrease of 12 basis points. This
change in rates is also primarily attributable to the changes in market interest
rates. The three-month period ended June 30, 2001 was in a declining market rate
environment while the three-month period ended June 30, 2000 was in a rising
market rate environment.
Six months ended June 30, 2001 and 2000. Net income for the six-month period
ended June 30, 2001, was $1.3 million, a $500,000, or 28.33%, decrease as
compared to $1.8 million for the six-month period ended June 30, 2000. Diluted
earnings per share decreased 29.27% to $0.58 during the first half of 2001 from
$0.82 in the same period of 2000. The Company's annualized return on average
assets and average stockholders' equity for the six-month period ended June 30,
2001 were 0.59% and 10.43%, compared to 1.07% and 18.34%, respectively, for the
same period in 2000, decreases of 44.86% and 43.13%, respectively. The changes
in the annualized returns was due to the decrease of our net income from the
prior year six-months ended to the current year and a significant increase in
interest-earning assets for the same period. The decrease in our net income from
the prior year period continues to be as a result of decreases in market
interest rates and as a result of increases in our salaries and employee
benefits expense due to personnel expansion to facilitate our growth. We
continue to generate non-interest income through many
11
12
services, including our recently expanded Internet Mortgage Division; however,
the increase in non-interest income generated during the six-month period ended
June 30, 2001 has not yet offset our costs of expansion.
Net interest income again remains unchanged at $7.2 million for the
six-month periods ended June 30, 2001 and 2000. Although steady declines in
market interest rates during the first six-months of 2001 have continued to push
the net interest margin down, 3.61% at June 30, 2001 as compared to 4.69% at
June 30, 2000; loan volume generated and growth in the investment portfolio
during the current period have offset this decline in net interest margin to
date.
Interest income for the six-month period ended June 30, 2001 was $16.9
million, an increase of $2.6 million, or 17.97%, from $14.3 million for the
six-month period ended June 30, 2000. This increase was primarily as a result of
$97.3 million, or 31.17%, growth in interest-earning assets, which was partially
offset by a decrease in yield on interest-earning assets of 92 basis points, to
8.40% during the first half of 2001, as compared to 9.32% during the first half
of 2000. The 92 basis point decrease in yield has resulted in part from
decreases in market interest rates during the current period. One of the major
contributors to the 9.32% yield earned during the six-month period ended June
30, 2000 was interest income of $757,000 earned on an average outstanding
purchased lease portfolio balance of $5.0 million, for a yield of 30.56%.
Interest income of $175,000 was earned on the purchased lease portfolio average
outstanding balance of $2.0 million, for a yield of 17.49%, during the six-month
period ended June 30, 2001. Excluding the interest income generated from the
purchased lease portfolio during the first six-month periods of 2001 and 2000,
the yield on average interest-earning assets decreased to 8.35% in 2001 from
8.98% in 2000, a decrease of 63 basis points.
Interest expense for the current year six-month period ended June 30th
was $9.7 million, an increase of $2.5 million, or 35.37%, from $7.2 million in
the prior year same period. The increase is attributable to a $77.8 million, or
32.93%, increase in our average interest-bearing deposits as well as a $10.0
million, or 25.64%, increase in other interest-bearing liabilities, mainly
resulting from the issue of our junior subordinated debentures in July 2000.
Rates paid on average interest-bearing liabilities increased to 5.40% in the
current year period from 5.25% in the prior year period, an increase of 15 basis
points. Rates paid on interest-bearing demand accounts and savings and money
management accounts continued to decrease during 2001 as market interest rates
also declined. These interest rate decreases however, have been offset by
certificates of deposit bearing higher interest rates offered through promotions
during May, June, and July 2000. The recent declines in time deposit interest
rates will not appear to lower the aggregate time deposit portfolio interest
rate until the higher rate certificates of deposits discussed above have
matured.
12
13
Average Balance Sheets. The following table sets forth for the periods
and as of the dates indicated, information regarding our average balances of
assets and liabilities as well as the dollar amounts of interest income from
interest-earning assets and interest expense on interest-bearing liabilities and
the resultant yields or costs. Ratio, yield and rate information are based on
average daily balances where available; otherwise, average monthly balances have
been used. Nonaccrual loans are included in the calculation of average balances
for loans for the periods indicated.
AVERAGE BALANCES, YIELDS AND RATES
SIX MONTHS ENDED JUNE 30,
------------------------------------------------------------------------
2001 2000
----------------------------------- -----------------------------------
AVERAGE AVERAGE
AVERAGE YIELD/ AVERAGE YIELD/
BALANCE INTEREST RATE BALANCE INTEREST RATE
--------- --------- --------- ---------- --------- ---------
ASSETS
Federal funds sold................................. $ 23,835 $ 580 4.91 % $ 1,928 $ 53 5.53 %
Investment securities - taxable.................... 58,120 1,974 6.85 36,244 1,217 6.75
Investment securities - non-taxable (1)............ 15,712 489 6.28 14,621 469 6.45
Mortgage loans held for sale....................... 12,939 422 6.58 1,706 71 8.37
Loans, net of unearned discount and fees........... 298,738 13,581 9.17 257,581 12,653 9.88
--------- --------- ---------- ---------
Total earning assets........................... 409,344 17,046 8.40 312,080 14,463 9.32
--------- --------- ---------- ---------
Cash and due from banks - non-interest bearing..... 14,259 12,133
Allowance for possible loan losses................. (4,569) (3,902)
Premises and equipment, net........................ 6,863 5,618
Other assets....................................... 8,744 7,714
--------- ----------
Total assets................................... $ 434,641 $ 333,643
========= ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits-interest bearing:
Interest-bearing demand accounts................ $ 30,275 $ 471 3.14 % $ 23,532 $ 392 3.35 %
Savings and money market deposits............... 129,044 2,841 4.44 106,235 2,624 4.97
Time deposits................................... 154,859 4,955 6.45 106,590 3,136 5.92
--------- --------- ---------- ---------
Total interest-bearing deposits................ 314,178 8,267 5.31 236,357 6,152 5.23
--------- --------- ---------- ---------
Short-term borrowings.............................. 20,525 432 4.24 26,933 702 5.24
Long-term debt .................................... 16,732 430 5.18 11,874 331 5.61
Guaranteed preferred beneficial interest in
Company's subordinated debt.................... 11,500 597 10.47 - - -
--------- --------- ---------- ---------
Total interest-bearing liabilities ............ 362,935 9,726 5.40 275,164 7,185 5.25
--------- --------- ---------- ---------
Non-interest bearing deposits...................... 44,176 36,359
Other liabilities.................................. 2,884 2,612
Stockholders' equity............................... 24,646 19,508
--------- ----------
Total liabilities and stockholders' equity $ 434,641 $ 333,643
========= ==========
Net interest income/spread ........................ $ 7,320 3.00 % $ 7,278 4.07 %
========= ========= ========= =========
Net interest margin................................ 3.61 % 4.69 %
========= =========
- ---------------
(1) Presented on a fully tax-equivalent basis assuming a tax rate of 34%.
13
14
Analysis of Changes in Net Interest Income Due to Changes in Interest
Rates and Volumes. The following table presents the dollar amount of changes in
interest income and interest expense for major components of interest-earning
assets and interest-bearing liabilities. It distinguishes between the increase
or decrease related to changes in balances and changes in interest rates. For
each category of interest-earning assets and interest-bearing liabilities,
information is provided on changes attributable to:
- changes in volume, reflecting changes in volume multiplied by the
prior period rate; and
- changes in rate, reflecting changes in rate multiplied by the prior
period volume.
For purposes of this table, changes attributable to both rate and
volume, which cannot be segregated, have been allocated proportionately to the
change due to volume and the change due to rate.
CHANGES IN INTEREST INCOME AND
EXPENSE VOLUME AND RATE VARIANCES
SIX MONTHS ENDED JUNE 30,
2001 COMPARED TO 2000
----------------------------------------
CHANGE CHANGE
DUE TO DUE TO TOTAL
RATE VOLUME CHANGE
------------- ------------ ------------
(DOLLARS IN THOUSANDS)
Federal funds sold................................................ $ (5) $ 532 $ 527
Investment securities - taxable................................... 15 742 757
Investment securities - non-taxable (1)........................... (14) 34 20
Mortgage loans held for sale...................................... (12) 363 351
Loans, net of unearned discount .................................. (787) 1,715 928
---------- ---------- ----------
Total interest income.................................. (803) 3,386 2,583
---------- ---------- ----------
Interest-bearing demand accounts.................................. (24) 103 79
Savings and money market deposits................................. (225) 442 217
Time deposits..................................................... 297 1,522 1,819
Short-term borrowings............................................. (122) (148) (270)
Long-term debt.................................................... (24) 123 99
Guaranteed preferred beneficial interest in Company's
subordinated debt................................................. - 597 597
---------- ---------- ----------
Total interest expense................................. (98) 2,639 2,541
---------- ---------- ----------
Net interest income............................................... $ (705) $ 747 $ 42
========== ========== ==========
---------------
(1) Presented on a fully tax-equivalent basis assuming a tax rate of 34%.
14
15
PROVISION FOR LOAN LOSSES
The provision for loan losses for the second quarter of 2001 was
$555,000, compared to $480,000 for the same period of 2000, resulting in a
$75,000, or 15.63%, increase. For the six-months ended June 30, 2001 and 2000,
the provision was $1.1 million and $945,000, respectively, resulting in a 15.87%
increase. The increases in the provision have resulted from growth in the loan
portfolio to $314.9 million at June 30, 2001, an increase of $47.2 million, or
17.61%, from $267.7 million at June 30, 2000. We make provisions for loan losses
in amounts management deems necessary to maintain the allowance for loan losses
at an appropriate level.
NON-INTEREST INCOME
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
----------------------------- --------------------------
2001 2000 2001 2000
------------- ------------ ----------- -----------
(IN THOUSANDS)
Loans held for sale fee income.................. $ 1,156 307 1,453 539
NSF charges and service fees.................... 179 162 339 293
Other service charges........................... 196 225 362 462
Realized gain on sales of investment securities. - - 217 -
Other income ................................... 54 85 112 160
------------- ------------ ----------- -----------
Total non-interest income................. $ 1,585 779 2,483 1,454
============= ============ =========== ============
Non-interest income increased to $1.6 million, or 103.47%, during the
three-month period ended June 30, 2001, from $779,000 during the three-month
period ended June 30, 2000. Non-interest income for the six-months ended June
30, 2001 was $2.5 million, an increase of $1.0 million, or 70.77%, from $1.5
million for the six-months ended June 30, 2000. These increases are primarily
attributable to an increase in loans held for sale fee income. Loans held for
sale fee income increased $849,000, or 276.55%, and $914,000, or 169.57%, for
the three-month and six-month periods ended June 30, 2001, respectively. The
recent expansion of our Internet Mortgage Division coupled with the recent
declines in market interest rates have led to a significant increase in
residential mortgage loan originations and sales. Also contributing to the
increase in non-interest income during the first half of 2001 was a $217,000
realized gain on sales of investment securities. Due to the current declining
interest rate environment, many of our investment securities have shown
significant appreciation during the current year period. During the first
quarter of 2001, four investment securities with a total net book value of $5.0
million were sold, representing approximately 7.6% of the total investment
portfolio at March 31, 2001.
NON-INTEREST EXPENSE
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
----------------------------- --------------------------
2001 2000 2001 2000
------------- ------------ ----------- -----------
(IN THOUSANDS)
Salaries and employee benefits................. $ 2,251 1,424 4,164 2,833
Occupancy....................................... 344 276 650 533
FDIC and other insurance expense................ 40 32 80 61
General and administrative ..................... 882 663 1,803 1,566
------------- ------------ ----------- -----------
Total non-interest expense................ $ 3,517 2,395 6,697 4,993
============= ============ =========== ===========
Non-interest expense increased to $3.5 million, or 46.85%, during the
three-month period ended June 30, 2001 and to $6.7 million, or 34.13%, during
the six-month period ended June 30, 2001, from $2.4 million and $5.0 million in
the prior year periods, respectively. These increases are primarily attributable
to an increase in salaries and employee benefits expense, which increased
$827,000, or 58.08%, during the second quarter of 2001 and $1.3 million, or
46.98%, during the six-month period ended June 30, 2001, as compared to the
prior year periods. Salaries and employee benefits expense increased as we hired
additional staff to expand our Internet Mortgage Division and to open a new
branch location. We had 169 full-time employees at June 30, 2001 as compared to
123 at June 30, 2000. Thirty-three of the new full-time employees were a result
of the recent expansion of our Internet Mortgage Division and four of the new
full-time employees were as a result of our new Shawnee, Kansas branch location.
Also, as our Internet and Retail mortgage loan originations have grown,
commissions paid have also grown, contributing to the increase in salaries and
employee benefits expense during the second quarter of 2001.
15
16
FINANCIAL CONDITION
Total assets for the Company at June 30, 2001, were $451.1 million, an
increase of $36.4 million, or 8.78%, compared to $414.7 million at December 31,
2000. Deposits and stockholders' equity at June 30, 2001, were $373.0 million
and $25.8 million, respectively, compared with $338.2 million and $23.8 million,
respectively, at December 31, 2000, increases of $34.8 million, or 10.28%, and
$2.0 million, or 8.30%, respectively.
Loans at June 30, 2001 totaled $314.9 million, an increase of $27.2
million, or 9.45%, compared to December 31, 2000. The loan to deposit ratio at
June 30, 2001 was 84.41% compared to 85.05% at December 31, 2000. The deposit
growth of 10.28% and calls/sales of investment securities have provided the
funding necessary to facilitate our loan growth.
Mortgage loans held for sale at June 30, 2001 totaled $26.7 million, an
increase of $25.5 million, from $1.2 million at December 31, 2000. The recent
expansion of our Internet Mortgage Division coupled with the recent declines in
market interest rates have led to significant increases in residential mortgage
loan originations and sales. Excess cash held in federal funds sold, calls and
sales of investment securities, and deposit growth have provided the funding
necessary to facilitate the mortgage loan origination growth. Also available to
fund growth is a line-of-credit with the Federal Home Loan Bank. Advance
availability with the Federal Home Loan Bank is determined quarterly and at June
30, 2001, approximately $53 million was available.
Non-performing assets consist primarily of loans past due 90 days or
more and nonaccrual loans and foreclosed real estate. The following table sets
forth our non-performing assets as of the dates indicated:
NON-PERFORMING ASSETS
AS OF AND FOR THE
---------------------------------------------------
SIX MONTHS ENDED YEAR ENDED
JUNE 30, DECEMBER 31,
-----------------------------------
2001 2000 2000
---- ---- ----
(DOLLARS IN THOUSANDS)
REAL ESTATE LOANS:
Past due 90 days or more $ 205 $ - $ 206
Nonaccrual 838 - 499
INSTALLMENT LOANS:
Past due 90 days or more 21 - -
Nonaccrual 15 6 37
CREDIT CARDS AND RELATED PLANS:
Past due 90 days or more - - -
Nonaccrual - - -
COMMERCIAL (TIME AND DEMAND) AND ALL OTHER LOANS:
Past due 90 days or more 152 520 24
Nonaccrual 887 337 1,326
LEASE FINANCING RECEIVABLES:
Past due 90 days or more - - -
Nonaccrual 790 293 382
DEBT SECURITIES AND OTHER ASSETS (EXCLUDE OTHER REAL ESTATE OWNED
AND OTHER REPOSSESSED ASSETS):
Past due 90 days or more - - -
Nonaccrual - - -
--------------- -------------- -------------
Total non-performing loans 2,908 1,156 2,474
--------------- -------------- -------------
FORECLOSED ASSETS HELD FOR SALE 67 86 334
--------------- -------------- -------------
Total non-performing assets $ 2,975 $ 1,242 $ 2,808
=============== ============== =============
Total nonperforming loans to total loans 0.92% 0.43% 0.86%
Total nonperforming loans to total assets 0.64% 0.33% 0.60%
Allowance for loan losses to nonperforming loans 170.25% 365.83% 179.47%
Nonperforming assets to loans and foreclosed assets held for sale 0.94% 0.46% 0.97%
16
17
As of June 30, 2001, non-performing loans equaled 0.92% of total loans.
We closely monitor non-performing credit relationships and our philosophy has
been to value non-performing loans at their estimated collectible value and to
aggressively manage these situations. The percentage of non-performing loans to
total loans at June 30, 2001 is slightly above historical percentages as a
decline in general economic conditions has been observed during the first half
of 2001 and the loan portfolio has been cautiously monitored for possible
non-performing loans. Generally, the Bank maintains its allowance for loan
losses in excess of its non-performing loans. As of June 30, 2001, our ratio of
allowance for loan losses to non-performing loans was 170.25%.
The following table sets forth information regarding changes in our
allowance for loan and valuation losses for the periods indicated.
SUMMARY OF LOAN LOSS EXPERIENCE
AND RELATED INFORMATION
AS OF AND FOR THE
-------------------------------------------------------
SIX MONTHS ENDED YEAR ENDED
JUNE 30, DECEMBER 31,
-----------------------------------
2001 2000 2000
---- ---- ----
(DOLLARS IN THOUSANDS)
Balance at beginning of period $ 4,440 $ 3,817 $ 3,817
Loans charged-off:
Commercial real estate - - -
Residential real estate - - -
Commercial 569 257 343
Personal 26 121 153
Home Equity - - -
Construction - - -
Leases 169 200 1,034
---------------- ---------------- -----------------
Total loans charged-off 764 578 1,530
Recoveries:
Commercial real estate - - -
Residential real estate - - -
Commercial 69 11 104
Personal 29 18 46
Home Equity - - -
Construction - - -
Leases 82 16 53
---------------- ---------------- -----------------
Total recoveries 180 45 203
---------------- ---------------- -----------------
Net loans charged-off 584 533 1,327
Provision for loan losses 1,095 945 1,950
---------------- ---------------- -----------------
Balance at end of period $ 4,951 $ 4,229 $ 4,440
================ ================ =================
Loans outstanding:
Average 298,738 257,581 268,227
End of period 314,857 267,720 287,669
Ratio of allowance for loan losses to loans outstanding:
Average 1.66% 1.64% 1.66%
End of period 1.57% 1.58% 1.54%
Ratio of net charge-offs to:
Average loans 0.39% 0.42% 0.49%
End of period loans 0.37% 0.40% 0.46%
The allowance for loan losses as a percent of total loans has remained
fairly constant at 1.57% as of June 30, 2001, compared to 1.54% at December 31,
2000. As of June 30, 2001, net charge-offs equaled 0.39% of average total loans
on an annualized basis. This ratio is slightly below historical averages due in
part to charge-off recoveries of $130,000 during the second quarter of 2001.
Liquidity is measured by a financial institution's ability to raise
funds through deposits, borrowed funds, capital, or the sale of marketable
assets, such as residential mortgage loans, a portfolio of SBA loans, or
available-for-sale securities. Other sources of liquidity, including cash flow
from the repayment of loans, are also considered in determining whether
liquidity is
17
18
satisfactory. Liquidity is also achieved through growth of core deposits and
liquid assets, and accessibility to the money and capital markets. The funds are
used to meet deposit withdrawals, maintain reserve requirements, fund loans and
operate the organization. Core deposits, defined as demand deposits,
interest-bearing transaction accounts, savings deposits and certificates of
deposit less than $100,000, were 67.97% of our total assets at June 30, 2001,
and 69.36% of total assets at December 31, 2000. Internal guidelines have been
established to measure liquid assets as well as relevant ratios concerning asset
levels and purchased funds. These indicators are reported to the board of
directors monthly, and at June 30, 2001, the Bank was within the established
guidelines.
At June 30, 2001, our total stockholders' equity was $25.8 million and
our equity to asset ratio was 5.72%. At June 30, 2001, our Tier 1 capital ratio
was 8.92% compared to 9.51% at December 31, 2000, while our total risk-based
capital ratio was 11.06% compared to 11.95% at December 31, 2000. Both exceed
the capital minimums established in the risk-based capital requirements.
18
19
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a continued part of our financial strategy, we attempt to manage the
impact of fluctuations in market interest rates on our net interest income. This
effort entails providing a reasonable balance between interest rate risk, credit
risk, liquidity risk and maintenance of yield. Our funds management policy is
established by our Board of Directors and monitored by our Risk Management
Committee. Our funds management policy sets standards within which we are
expected to operate. These standards include guidelines for exposure to interest
rate fluctuations, liquidity, loan limits as a percentage of funding sources,
exposure to correspondent banks and brokers, and reliance on non-core deposits.
Our funds management policy also establishes the reporting requirements to the
Board of Directors. Our investment policy complements our funds management
policy by establishing criteria by which we may purchase securities. These
criteria include approved types of securities, brokerage sources, terms of
investment, quality standards, and diversification.
We use an asset/liability modeling service to analyze the Bank of Blue
Valley's current sensitivity to instantaneous and permanent changes in interest
rates. The system simulates the Bank's asset and liability base and projects
future net interest income results under several interest rate assumptions. This
allows management to view how changes in interest rates will affect the spread
between the yield received on assets and the cost of deposits and borrowed
funds.
The asset/liability modeling service is also used to analyze the net
economic value of equity at risk under instantaneous shifts in interest rates.
The "net economic value of equity at risk" is defined as the market value of
assets less the market value of liabilities plus/minus the market value of any
off-balance sheet positions. By effectively looking at the present value of all
future cash flows on or off the balance sheet, the net economic value of equity
modeling takes a longer-term view of interest rate risk.
We strive to maintain a position such that changes in interest rates
will not affect net interest income or the economic value of equity by more than
10%, per 100 basis points. The following table sets forth the estimated
percentage change in the Bank of Blue Valley's net interest income over the next
twelve month period and net economic value of equity at risk at June 30, 2001
based on the indicated instantaneous and permanent changes in interest rates.
NET INTEREST NET ECONOMIC
INCOME VALUE OF
CHANGES IN INTEREST RATES (NEXT 12 MONTHS) EQUITY AT RISK
------------------------- ---------------- --------------
300 basis point rise 8.50 % (12.59%)
200 basis point rise 6.16 % (8.50 %)
100 basis point rise 2.95 % (3.38 %)
Base Rate Scenario - -
100 basis point decline (2.69%) 2.06 %
200 basis point decline (4.84%) 3.14 %
300 basis point decline (6.91%) 3.95 %
The above table indicates that, at June 30, 2001, in the event of a
sudden and sustained increase in prevailing market rates, our net interest
income would be expected to increase as our assets would be expected to reprice
quicker than our liabilities, while a decrease in rates would indicate just the
opposite. The table also indicates that, at June 30, 2001, in the event of a
sudden increase in prevailing market rates, the loss in the estimated market
value of fixed rate loans and investment securities would be in excess of the
estimated market value gain on certificates of deposits and fixed-rate callable
FHLB advances, which would have the effect of lowering the economic value of
equity. A sudden decrease in prevailing market rates would indicate just the
opposite.
During the three-month period ended June 30, 2001, our prime lending
rate declined by 125 basis points, year-to-date our prime lending rate has
decreased by 275 basis points. As discussed above, this decrease in the prime
lending rate has resulted in a decrease in our net interest margin as our
interest-rate sensitive assets exceed our interest-rate sensitive liabilities.
19
20
PART II: OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Not applicable
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
On July 18, 2000, the Registration Statement on Form S-1 (File Nos. 333-34328
and 333-34328-01) filed by the Company and the Trust was declared effective by
the Securities and Exchange Commission. The offering of the 1,437,500 10.375%
trust preferred securities that was the subject of the Registration Statement
commenced on July 21, 2000. The offering was made through an underwriting
syndicate managed by Stifel, Nicolaus & Company, Incorporated. The public
offering price was $8.00 per trust preferred security, and the Company received
aggregate net proceeds of approximately $10.6 million, after deducting
underwriting commissions and estimated offering expenses of approximately
$900,000. Of these net proceeds, $7.1 million were used to retire outstanding
indebtedness under our bank stock loan and $2.0 million were contributed to the
Bank in the form of additional capital. The remainder of the proceeds have been
retained by the Company for general corporate purposes, including additional
investments from time to time in the Bank in the form of additional capital and
possible future acquisitions.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On May 17, 2001, the Company held its Annual Meeting of Stockholders. There were
2,162,276 shares outstanding and entitled to vote at the Annual Meeting, of
which 1,659,116 shares were represented in person or by proxy. The following
items were submitted at the Annual Meeting for consideration by the
stockholders.
1. Election of Director
Wayne A. Henry, Jr. was elected at the Annual Meeting to serve a three year
term, or until his successor is duly elected and qualified. The voting
results were as follows:
Shares Voted For: 1,659,116
Shares Voted Against 0
Shares Abstained 0
The directors of the Company whose terms of office extended beyond the date
of the Annual Meeting include:
Robert D. Regnier
Don H. Alexander
C. Ted McCarter
Thomas A. McDonnell
2. The acts of the Directors and Officers as shown by the books and records
regularly kept and maintained by the corporation since the last Annual
Meeting of the Stockholders of the Company were approved and ratified. The
voting results were as follows:
Shares Voted For: 1,659,116
Shares Voted Against 0
Shares Abstained 0
ITEM 5. OTHER INFORMATION
Not applicable
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(A) EXHIBITS
11. Computation of Earnings Per Share. Please see p. 9.
15. Letter regarding Unaudited Interim Financial Information
(B) REPORTS ON FORM 8-K
Blue Valley filed no reports on Form 8-K during the quarter
ended June 30, 2001.
20
21
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 thereunto duly authorized.
Blue Valley Ban Corp
Date: August 14, 2001 By: /s/ Robert D. Regnier
-------------------------------------
Robert D. Regnier, President and
Chief Executive Officer
Date: August 14, 2001 By: /s/ Mark A. Fortino
-------------------------------------
Mark A. Fortino, Treasurer
21