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 MARCH 31, 2004
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 incorporation (I.R.S. Employer
or organization) Identification No.)
11935 RILEY 66225-6128
OVERLAND PARK, KANSAS
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (913) 338-1000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
- ------------------- -----------------------------------------
Guarantee with respect to the Trust American Stock Exchange
Preferred Securities, $8.00 par
value, of BVBC Capital Trust I
Securities registered pursuant to Section 12(g) of the Act: None
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 [ ]
Indicate by checkmark whether the registrant is an accelerated filer.
Yes [ ] No [X]
As of March 31, 2004, the latest practicable date, the registrant had
2,296,911 shares of Common Stock ($1.00 par value) outstanding.
BLUE VALLEY BAN CORP
INDEX
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Independent Accountants' Report............................................................................ 3
Consolidated Balance Sheets - March 31, 2004 (unaudited) and December 31, 2003............................. 4
Consolidated Statements of Income (unaudited) -
three months ended March 31, 2004 and 2003............................................................. 6
Consolidated Statements of Stockholders' Equity (unaudited) -
three months ended March 31, 2004 and 2003 ............................................................ 7
Consolidated Statements of Cash Flows (unaudited) -
three months ended March 31, 2004 and 2003............................................................. 8
Notes to Consolidated Financial Statements (unaudited) -
three months ended March 31, 2004 and 2003............................................................. 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS................................................................................... 12
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK............................................... 21
ITEM 4. CONTROLS AND PROCEDURES.................................................................................. 23
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS........................................................................................ 24
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS................................................................ 24
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.......................................................................... 24
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS...................................................... 24
ITEM 5. OTHER INFORMATION........................................................................................ 24
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K......................................................................... 24
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
INDEPENDENT ACCOUNTANTS' 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
March 31, 2004, and the related consolidated statements of income, stockholders'
equity and cash flows for the three-month periods ended March 31, 2004 and 2003.
These financial statements are the responsibility of the Company's management.
We conducted our reviews 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 auditing standards generally accepted in the United States of
America, 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 reviews, 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 accounting principles generally accepted in the United
States of America.
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, 2003 and the related consolidated statements of income,
stockholders' equity and cash flows for the year then ended (not presented
herein), and in our report dated February 13, 2004 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, 2003 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
April 23, 2004
3
BLUE VALLEY BAN CORP
CONSOLIDATED BALANCE SHEETS
MARCH 31, 2004 AND DECEMBER 31, 2003
(dollars in thousands, except share data)
ASSETS
MARCH 31, DECEMBER 31,
2004 2003
----------------------------
(Unaudited)
Cash and due from banks $ 27,033 $ 21,317
Federal funds sold 9,000 29,400
---------- ----------
Cash and cash equivalents 36,033 50,717
Available-for-sale securities 77,667 105,736
Mortgage loans held for sale 32,041 18,297
Loans, net of allowance for loan losses of $7,431
and $7,051 in 2004 and 2003, respectively 444,277 417,569
Premises and equipment 19,240 18,250
Foreclosed assets held for sale, net 12 416
Interest receivable 2,311 1,923
Deferred income taxes 1,877 1,302
Prepaid expenses and other assets 3,288 3,593
Federal Home Loan Bank stock, Federal Reserve Bank stock,
and other securities 8,200 8,142
Core deposit intangible asset, at amortized cost 1,090 1,128
---------- ----------
Total assets $ 626,036 $ 627,073
========== ==========
See Accompanying Notes to Consolidated Financial Statements
and Independent Accountant's Report
4
BLUE VALLEY BAN CORP
CONSOLIDATED BALANCE SHEETS
MARCH 31, 2004 AND DECEMBER 31, 2003
(dollars in thousands, except share data)
LIABILITIES AND STOCKHOLDERS' EQUITY
MARCH 31, DECEMBER 31,
2004 2003
----------------------------
(Unaudited)
LIABILITIES
Deposits
Demand $ 82,751 $ 74,717
Savings, NOW and money market 203,676 190,631
Time 184,118 205,147
---------- ----------
Total deposits 470,545 470,495
Other interest-bearing liabilities 23,483 23,447
Long-term debt 86,906 88,294
Interest payable and other liabilities 3,952 4,639
---------- ----------
Total liabilities 584,886 586,875
---------- ----------
STOCKHOLDERS' EQUITY
Capital stock
Common stock, par value $1 per share;
authorized 15,000,000 shares; issued and outstanding
2004 - 2,296,911 shares; 2003 - 2,279,161 2,297 2,279
Additional paid-in capital 7,662 7,404
Retained earnings 31,054 30,344
Unearned compensation (366) (399)
Accumulated other comprehensive income
Unrealized appreciation on available-for-sale securities, net of
income taxes of $335 in 2004 and $380 in 2003 503 570
---------- ----------
Total stockholders' equity 41,150 40,198
---------- ----------
Total liabilities and stockholders' equity $ 626,036 $ 627,073
========== ==========
See Accompanying Notes to Consolidated Financial Statements
and Independent Accountant's Report
5
BLUE VALLEY BAN CORP
CONSOLIDATED STATEMENTS OF INCOME
THREE MONTHS ENDED MARCH 31, 2004 AND 2003
(dollars in thousands, except share data)
THREE MONTHS ENDED MARCH 31,
2004 2003
----------------------------
(Unaudited) (Unaudited)
INTEREST INCOME
Interest and fees on loans $ 6,845 $ 7,047
Federal funds sold 43 6
Available-for-sale securities 655 582
---------- ----------
Total interest income 7,543 7,635
---------- ----------
INTEREST EXPENSE
Interest-bearing demand deposits 29 41
Savings and money market deposit accounts 649 401
Other time deposits 1,682 1,715
Federal funds purchased and other interest-bearing liabilities 30 59
Short-term debt - 131
Long-term debt 1,000 805
---------- ----------
Total interest expense 3,390 3,152
---------- ----------
NET INTEREST INCOME 4,153 4,483
PROVISION FOR LOAN LOSSES 350 600
---------- ----------
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 3,803 3,883
---------- ----------
NONINTEREST INCOME
Loans held for sale fee income 2,496 5,104
Service fees 565 518
Realized gain on sales of available-for-sale securities 215 -
Other income 136 76
---------- ----------
Total noninterest income 3,412 5,698
---------- ----------
NONINTEREST EXPENSE
Salaries and employee benefits 3,898 4,672
Net occupancy expense 767 658
Other operating expense 1,497 1,482
---------- ----------
Total noninterest expense 6,162 6,812
---------- ----------
INCOME BEFORE INCOME TAXES 1,053 2,769
PROVISION FOR INCOME TAXES 343 993
---------- ----------
NET INCOME $ 710 $ 1,776
========== ==========
BASIC EARNINGS PER SHARE $ 0.31 $ 0.80
========== ==========
DILUTED EARNINGS PER SHARE $ 0.30 $ 0.77
========== ==========
See Accompanying Notes to Consolidated Financial Statements
and Independent Accountant's Report
6
BLUE VALLEY BAN CORP
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
THREE MONTHS ENDED MARCH 31, 2004 AND 2003
(dollars in thousands, except share data)
ACCUMULATED
ADDITIONAL OTHER
COMPREHENSIVE COMMON PAID-IN RETAINED UNEARNED COMPREHENSIVE
INCOME STOCK CAPITAL EARNINGS COMPENSATION INCOME TOTAL
--------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 2002 $ 2,223 $ 6,284 $ 25,052 $ - $ 785 $ 34,344
Issuance of 13,025 shares of
common stock 13 215 228
Net income $ 1,776 1,776 1,776
Change in unrealized appreciation on
available-for-sale securities,
net of income taxes of $(67) (100) (100) (100)
-------- --------- ---------- -------- -------- --------- --------
BALANCE, MARCH 31, 2003 $ 1,676 $ 2,236 $ 6,499 $ 26,828 $ - $ 685 $ 36,248
======== ========= ========== ======== ======== ========= ========
Issuance of 43,425 shares of
common stock 43 905 (399) 549
Net income $ 3,858 3,858 3,858
Dividends on common stock ($0.15
per share) (342) (342)
Change in unrealized appreciation on
available-for-sale securities,
net of income taxes of $(76) (115) - (115) (115)
-------- --------- ---------- -------- -------- --------- --------
BALANCE, DECEMBER 31, 2003 $ 3,743 $ 2,279 $ 7,404 $ 30,344 $ (399) $ 570 $ 40,198
======== ========= ========== ======== ======== ========= ========
Issuance of 17,750 shares of
common stock 18 258 - - - 276
Net income $ 710 - - 710 - - 710
Restricted stock earned - - - - 33 - 33
Change in unrealized appreciation on
available-for-sale securities,
net of income taxes of $(45) (67) - - - - (67) (67)
-------- --------- ---------- -------- -------- --------- --------
BALANCE, MARCH 31, 2004 $ 643 $ 2,297 $ 7,662 $ 31,054 $ (366) $ 503 $ 41,150
======== ========= ========== ======== ======== ========= ========
March 31, December 31, March 31,
RECLASSIFICATION DISCLOSURE: 2004 2003 2003
--------- ------------ ---------
Unrealized appreciation (depreciation) on available-for-sale
securities, net of income taxes (credit) of $41, $(76),
and $(67) for the periods ended March 31, 2004, December
31, 2003 and March 31, 2003, respectively $ 62 $ (115) $ (100)
Less: reclassification adjustments for appreciation included
in net income, net of income taxes of $86, $0 and $0 for
the periods ended March 31, 2004, December 31, 2003 and
March 31, 2003, respectively 129 - -
------ ------ ------
Change in unrealized appreciation on available-for-sale
securities, net of income taxes (credit) of $(45),
$(76), and $(67) for the periods ended March 31, 2004,
December 31, 2003 and March 31, 2003, respectively $ (67) $ (115) $ (100)
====== ====== ======
See Accompanying Notes to Consolidated Financial Statements
and Independent Accountant's Report
7
BLUE VALLEY BAN CORP
CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 2004 AND 2003
(dollars in thousands, except share data)
MARCH 31, 2004 MARCH 31, 2003
-------------------------------
(Unaudited) (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 710 $ 1,776
Adjustments to reconcile net income to net cash flow from
operating activities:
Depreciation and amortization 441 335
Amortization (accretion) of premiums and discounts on securities (5) 4
Provision for loan losses 350 600
Net gain on sales of available-for-sale securities (215) -
Net loss on sale of foreclosed assets 61 3
Net loss on sale of premises and equipment 5 -
Restricted stock earned 33 -
Originations of loans held for sale (214,138) (369,376)
Proceeds from the sale of loans held for sale 200,395 422,640
Changes in
Interest receivable (388) (59)
Prepaid expenses and other assets (335) (312)
Interest payable and other liabilities (688) (441)
---------- ----------
Net cash provided by (used in) operating activities (13,774) 55,170
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES
Net originations of loans (30,123) (23,996)
Proceeds from sales of loan participations 3,053 -
Purchase of premises and equipment (1,287) (5,839)
Proceeds from the sale of foreclosed assets 354 92
Proceeds from sales of available-for-sale securities 6,210 -
Proceeds from maturities of available-for-sale securities 21,967 23,350
Purchases of available-for-sale securities - (24,997)
Purchases of Federal Home Loan Bank stock, Federal Reserve Bank
stock, and other securities (58) (750)
---------- ----------
Net cash provided by (used in) investing activities 116 (32,140)
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in demand deposits, money market, NOW
and savings accounts 21,079 2,783
Net increase (decrease) in time deposits (21,029) 22,658
Repayments of long-term debt (1,388) (168)
Proceeds from long-term debt - 5,325
Net payments on short-term debt - (35,000)
Proceeds from sale of common stock 276 228
Net increase (decrease) in other borrowings 36 (10,834)
---------- ----------
Net cash used in financing activities (1,026) (15,008)
---------- ----------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (14,684) 8,022
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 50,717 27,755
---------- ----------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 36,033 $ 35,777
========== ==========
See Accompanying Notes to Consolidated Financial Statements
and Independent Accountant's Report
8
BLUE VALLEY BAN CORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 2004 AND 2003
(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 March 31, 2004, and
the consolidated results of its operations, changes in stockholders'
equity and cash flows for the periods ended March 31, 2004 and 2003, 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
accounting principles generally accepted in the United States of America
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, 2003 Form 10-K filed with
the Securities and Exchange Commission. Certain reclassifications to prior
year amounts have been made to conform to current year presentation.
The results of operations for the period are not necessarily indicative of
the results to be expected for the full year.
The Company applies Accounting Principles Board No. 25 and related
Interpretations in accounting for its stock option plan and no
compensation cost has been recognized. Pro forma compensation costs for
the Company's plan are determined based on the fair value at the option
grant dates using the minimum value method under Statement of Financial
Accounting Standards No. 123 "Accounting for Stock-based Compensation."
During the period ended March 31, 2004, the Company issued no stock
options; consequently, reported and pro forma net income were identical.
During the quarter ended March 31, 2004, the Company applied the
provisions of Financial Accounting Standards Board Interpretation 46
(Revised), Consolidation of Variable Interest Entities, to its trust
preferred securities. The primary impact of this change was to report the
Company's subordinated debt to the trust on the face of the accompanying
balance sheet rather than the minority interest in the trust, as
previously presented. This change has been made for all periods presented.
This change did not have a material impact on the Company's total assets,
liabilities, stockholders' equity or results of operations.
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 three months ended March 31,
2004 and 2003 is as follows:
9
BLUE VALLEY BAN CORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 2004 AND 2003
(UNAUDITED)
MARCH 31, 2004 MARCH 31, 2003
-------------------------------
(Unaudited) (Unaudited)
(dollars in thousands, except
share and per share data)
Net income, as reported $ 710 $ 1,776
========== ==========
Add: Total stock-based employee compensation recognized
in net income, net of income taxes of $10 for the
period ended March 31, 2004 20 -
Less: Total stock-based compensation cost determined
under the fair value based method, net of income
taxes (credit) of $(10) for the period ended March 31, 2004 (20) -
---------- ----------
Pro forma net income $ 710 $ 1,776
========== ==========
Average common shares outstanding 2,284,577 2,225,419
Average common share stock options outstanding 67,950 74,562
---------- ----------
Average diluted common shares 2,352,527 2,299,981
========== ==========
Basic earnings per share $ 0.31 $ 0.80
========== ==========
Diluted earnings per share $ 0.30 $ 0.77
========== ==========
NOTE 3: LONG-TERM DEBT
Long-term debt at March 31, 2004 and December 31, 2003, consisted of the
following components:
MARCH 31, DECEMBER 31,
2004 2003
---------------------------
(Unaudited)
(in thousands)
Note payable - other (A) $ - $ 1,281
Note payable - bank (B) 4,818 4,925
Federal Home Loan Bank advances (C) 62,500 62,500
Trust Preferred Securities - BVBC Capital Trust I (D) 11,856 11,856
Trust Preferred Securities - BVBC Capital Trust II (E) 7,732 7,732
---------- ----------
Total long-term debt $ 86,906 $ 88,294
========== ==========
(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. This note was paid off in the first quarter of 2004.
(B) Due in December 2012, payable in quarterly installments of principal plus
interest at the Federal Funds Rate plus 1.68%; collateralized by common
stock of the Company's subsidiary bank.
(C) Due in 2007, 2008, 2010, 2011 and 2013; collateralized by various assets
including mortgage-backed loans. The interest rates on the advances range
from 1.55% to 5.682%.
(D) Due in 2030; interest only at 10.375% due quarterly; fully and
unconditionally guaranteed by the Company on a subordinated basis to the
extent that the funds are held by the Trust.
(E) Due in 2033; interest only at LIBOR + 3.25% due quarterly; fully and
unconditionally guaranteed by the Company on a subordinated basis to the
extent that the funds are held by the Trust. Subordinated to the trust
preferred securities (D) due in 2030.
10
BLUE VALLEY BAN CORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 2004 AND 2003
(UNAUDITED)
Aggregate annual maturities of long-term debt at March 31, 2004 are as follows:
(in thousands)
April 1 to December 31, 2004 $ 318
2005 450
2006 475
2007 20,500
2008 10,530
Thereafter 54,633
-------
$86,906
=======
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; a deterioration in the demand for mortgage financing;
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
CRITICAL ACCOUNTING POLICIES
Our critical accounting policies are largely proscribed by accounting
principles generally accepted in the United States of America. After a
review of our policies, we determined that accounting for the allowance
for loan losses, income taxes, and stock-based compensation are deemed
critical accounting policies because of the valuation techniques used, and
the sensitivity of these financial statement amounts to the methods, as
well as the assumptions and estimates underlying these policies.
Accounting for these critical areas requires the most subjective and
complex judgments that could be subject to revision as new information
becomes available. There have not been any material changes in our
critical accounting policies since December 31, 2003. Further description
of our critical accounting policies can be found in our Annual Report on
Form 10-K for the year ended December 31, 2003.
RESULTS OF OPERATIONS
Three months ended March 31, 2004 and 2003. Net income for the quarter
ended March 31, 2004, was $710,000, compared to net income of $1.8 million
for the quarter ended March 31, 2003, representing a decrease of $1.1
million, or 60.03%. Diluted earnings per share decreased 61.04% to $0.30
during the first quarter of 2004 from $0.77 in the same period of 2003.
The Company's annualized return on average assets and average
stockholders' equity for the three-month period ended March 31, 2004 were
0.46% and 6.92%, compared to 1.23% and 20.19%, respectively, for the same
period in 2003, decreases of 62.61% and 65.73%, respectively.
The principal contributing factors to our decrease in net income in the
current year first quarter from the prior year were a decrease in net
interest and non-interest income resulting from a decline in loans held
for sale average balances and fee income. The strong demand for
residential mortgage loan originations, particularly refinancing,
experienced by the Company since 2001
12
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
decelerated as mortgage interest rates rose during the second half of
2003. The effects of lower mortgage origination volume carried over into
the first quarter of 2004 and had an adverse impact on our net income.
NET INTEREST INCOME
Fully tax equivalent (FTE) net interest income for the three-month period
ended March 31, 2004 was $4.2 million, a decrease of $344,000, or 7.54%,
from $4.6 million for the three-month period ended March 31, 2003.
FTE interest income for the current year first quarter was $7.6 million, a
decrease of $106,000, or 1.37%, from $7.7 million in the prior year first
quarter. FTE interest income decreased due to an overall decrease in the
yield on average earning assets which was partially offset by an increase
in average earning assets. The overall yield on average earning assets
decreased by 36 basis points to 5.38% in the first quarter of 2004,
compared to 5.74% in the prior year first quarter. Average earning asset
volume increased from the first quarter of 2003 to the current period by
$23.9 million, or 4.38%, in spite of a $58.4 million decline in the
average balance of mortgage loans held for sale. The 36 basis point
decrease in yield resulted primarily from decreases in market interest
rates during 2003, changes in the mix of average earning assets, and the
impact of the low interest rates on new and repriced assets during 2003
and 2004.
Interest expense for the current year first quarter was $3.4 million, an
increase of $238,000, or 7.55%, from $3.2 million in the prior year first
quarter. The increase is attributable to an increase in average
interest-bearing liability volume of $39.7 million or 8.56% as of March
31, 2004, compared to the first quarter of 2003, partially offset by a
decline in the rates paid on average interest-bearing liabilities. Average
interest-bearing deposits increased by $54.1 million or 16.03% from the
prior year first quarter while other interest-bearing liabilities
decreased by $14.4 million or 11.51% from the prior year first quarter.
The overall increase in average interest-bearing deposit volume funded
asset growth as well as replaced non-interest-bearing deposits whose
average volume declined from the first quarter of the prior year. The rate
paid on total average interest-bearing liabilities decreased 5 basis
points to 2.71% during the quarter ended March 31, 2004 from 2.76% during
the quarter ended March 31, 2003. The primary cause for this decline was
the continued impact of the low market interest rates on new and repriced
liabilities during 2003 and 2004.
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 FTE 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.
13
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
AVERAGE BALANCES, YIELDS AND RATES
Three Months Ended March 31,
------------------------------------------------------------------
2004 2003
-------------------------------- -------------------------------
Average Average
Average Yield/ Average Yield/
Balance Interest Rate Balance Interest Rate
---------- -------- ------- ---------- -------- -------
(Dollars in thousands)
ASSETS
Federal funds sold........................................ $ 18,722 $ 43 0.91% $ 2,112 $ 6 1.08%
Investment securities - taxable........................... 83,198 529 2.56 50,100 429 3.47
Investment securities - non-taxable (1)................... 11,129 191 6.90 13,608 232 6.93
Mortgage loans held for sale.............................. 24,302 305 5.05 82,718 1,066 5.23
Loans, net of unearned discount and fees.................. 431,175 6,540 6.10 396,090 5,981 6.12
---------- -------- ---------- -------
Total earning assets.................................. 568,526 7,608 5.38 544,628 7,714 5.74
---------- -------- ---------- -------
Cash and due from banks - non-interest bearing............ 20,064 19,792
Allowance for possible loan losses........................ (7,068) (7,211)
Premises and equipment, net............................... 18,925 15,793
Other assets.............................................. 20,574 14,019
---------- ----------
Total assets.......................................... $ 621,022 $ 587,021
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits-interest bearing:
Interest-bearing demand accounts.......................... $ 24,244 $ 29 0.48% $ 25,172 $ 41 0.67%
Savings and money market deposits......................... 168,663 649 1.55 133,882 401 1.22
Time deposits............................................. 198,853 1,682 3.40 178,581 1,715 3.89
--------- -------- ---------- -------
Total interest-bearing deposits....................... 391,761 2,360 2.42 337,635 2,157 2.59
---------- -------- ---------- -------
Short-term borrowings..................................... 24,349 30 0.49 54,890 191 1.41
Long-term debt ........................................... 86,811 1,000 4.63 70,719 804 4.61
---------- -------- ---------- -------
Total interest-bearing liabilities ................... 502,921 3,390 2.71 463,244 3,152 2.76
---------- -------- ---------- -------
Non-interest bearing deposits............................. 72,816 83,037
Other liabilities......................................... 4,032 5,058
Stockholders' equity...................................... 41,252 35,682
---------- ----------
Total liabilities and stockholders' equity $ 621,022 $ 587,021
========== ==========
Net interest income/spread ............................... $ 4,218 2.67% $ 4,562 2.98%
======== ==== ======= ====
Net interest margin....................................... 2.98% 3.40%
==== ====
- ---------------
(1) Presented on a fully tax-equivalent basis assuming a tax rate of 34%. For
the quarters ending March 31, 2004 and 2003, the tax equivalency adjustment
amounted to $65,000 and $79,000 respectively.
14
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
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 current period rate; and
- changes in rate, reflecting changes in rate multiplied by the
prior period volume.
CHANGES IN INTEREST INCOME AND
EXPENSE VOLUME AND RATE VARIANCES
THREE MONTHS ENDED MARCH 31,
2004 COMPARED TO 2003
----------------------------------------------------------
CHANGE CHANGE
DUE TO DUE TO TOTAL
RATE VOLUME CHANGE
---------------- ---------------- --------------
(Dollars in thousands)
Federal funds sold................................... $ (1) $ 38 $ 37
Investment securities - taxable...................... (112) 212 100
Investment securities - non-taxable (1).............. (1) (40) (41)
Mortgage loans held for sale......................... (37) (724) (761)
Loans, net of unearned discount ..................... (17) 576 559
---------------- ---------------- --------------
Total interest income..................... (168) 62 (106)
---------------- ---------------- --------------
Interest-bearing demand accounts..................... (11) (1) (12)
Savings and money market deposits.................... 112 136 248
Time deposits........................................ (212) 179 (33)
Short-term borrowings................................ (124) (37) (161)
Long-term debt....................................... 4 192 196
---------------- ---------------- --------------
Total interest expense.................... (231) 469 238
---------------- ---------------- --------------
Net interest income.................................. $ 63 $ (407) $ (344)
================ ================ ================
- ---------------
(1) Presented on a fully tax-equivalent basis assuming a tax rate of 34%.
15
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
PROVISION FOR LOAN LOSSES
The provision for loan losses for the first quarter of 2004 was $350,000,
compared to $600,000 for the same period of 2003. The decrease in the
provision for loan losses recorded in the three-month period ended March
31, 2004 compared to the same period in the prior year was the result of
improvements in the overall credit exposure in the loan portfolio. The
Company's credit administration function performs monthly analyses on the
loan portfolio to assess and report on risk levels, delinquencies, an
internal ranking system and overall credit exposure. Management and the
Board of Directors reviews the allowance for loan losses monthly,
considering such factors as current and projected economic conditions,
loan growth, the composition of the loan portfolio, loan trends and
classifications, and other factors. We make provisions for loan losses in
amounts that management deems necessary to maintain the allowance for loan
losses at an appropriate level.
NON-INTEREST INCOME
THREE MONTHS ENDED
MARCH 31,
------------------------
2004 2003
------------------------
(In thousands)
Loans held for sale fee income.............................. $ 2,496 $ 5,104
NSF charges and service fees................................ 330 290
Other service charges....................................... 235 228
Realized gain on sales of available-for-sale securities..... 215 -
Other income................................................ 136 76
--------- ----------
Total non-interest income.......................... $ 3,412 $ 5,698
========= ==========
Non-interest income decreased $2.3 million or 40.12%, to $3.4 million
during the three-month period ended March 31, 2004, from $5.7 million
during the three-month period ended March 31, 2003. This decrease is
attributable to a decrease in loans held for sale fee income of $2.6
million or 51.10%. During 2002 and the first half of 2003, we experienced
significant growth in our loans held for sale fee income due to the
expansion of our National and Local mortgage divisions concurrent with a
relatively low interest rate environment. The low interest rate
environment resulted in a surge of mortgage refinancing activity. However,
during the second half of 2003 and early in the first quarter of 2004,
mortgage interest rates increased causing a decline in the volume of
mortgage origination activity, particularly refinancing volume. During the
quarter ending March 31, 2004, we sold approximately $6 million of
investment securities to fund liquidity needs and realized $215,000 in
gains on the sales.
16
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
NON-INTEREST EXPENSE
THREE MONTHS ENDED
MARCH 31,
------------------------
2004 2003
------------------------
(In thousands)
Salaries and employee benefits.......................... $ 3,898 $ 4,672
Occupancy............................................... 767 658
FDIC and other insurance expense........................ 61 61
General and administrative ............................. 1,436 1,421
--------- ----------
Total non-interest expense..................... $ 6,162 $ 6,812
========= ==========
Non-interest expense decreased to $6.2 million, or 9.55%, during the
three-month period ended March 31, 2004, from $6.8 million in the prior
year period. This decrease is primarily attributable to a decrease in
salaries and employee benefits expense of $774,000 or 16.57% due to a
decrease in volume-based incentive compensation in our mortgage divisions.
We had 272 full-time equivalent employees at March 31, 2004 compared to
263 at March 31, 2003, as many areas of the Company added employees to
manage growth and expansion, particularly in our Commercial Lending and
Retail divisions. Our expansion plans include the opening of a full
service banking center in Leawood, Kansas during the second quarter of
2004.
FINANCIAL CONDITION
Total assets for the Company at March 31, 2004, were $626.0 million, a
decrease of $1.1 million, or 0.17%, compared to $627.1 million at December
31, 2003. Deposits and stockholders' equity at March 31, 2004, were $470.5
million and $41.2 million, respectively, compared with $470.5 million and
$40.2 million, respectively, at December 31, 2003. The level of deposits
remained constant while stockholders' equity increased $952,000 or 2.36%.
Loans at March 31, 2004 totaled $451.7 million, reflecting an increase of
$27.1 million, or 6.38%, compared to December 31, 2003. The loan to
deposit ratio at March 31, 2004 was 94.41% compared to 88.75% at December
31, 2003.
Available-for-sale securities at March 31, 2004 totaled $77.7 million,
reflecting a decrease of $28.1 million or 26.55% compared to December 31,
2003. This decrease was the result of maturities, calls, and sales of
securities with the proceeds used to fund the growth in our loan
portfolio.
Mortgage loans held for sale at March 31, 2004 totaled $32.0 million, an
increase of $13.7 million, or 75.11%, compared to December 31, 2003. The
Company's principal funding source for mortgage loans held for sale is
short and long-term advances from the Federal Home Loan Bank. Advance
availability with the Federal Home Loan Bank is determined quarterly and
at March 31, 2004, approximately $24,249,000 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:
17
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
NON-PERFORMING ASSETS
AS OF
--------------------------------------
MARCH 31, MARCH 31, DECEMBER 31,
2004 2003 2003
--------------------------------------
(Dollars in thousands)
REAL ESTATE LOANS:
Past due 90 days or more $ 146 $ 4 $ 337
Nonaccrual 2,458 175 1,991
INSTALLMENT LOANS:
Past due 90 days or more 5 40 4
Nonaccrual -- -- --
CREDIT CARDS AND RELATED PLANS:
Past due 90 days or more 8 10 39
Nonaccrual -- -- --
COMMERCIAL (TIME AND DEMAND) AND ALL OTHER LOANS:
Past due 90 days or more 317 3,880 117
Nonaccrual 359 787 318
LEASE FINANCING RECEIVABLES:
Past due 90 days or more -- -- --
Nonaccrual 245 310 249
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 3,539 5,206 3,055
FORECLOSED ASSETS HELD FOR SALE 12 553 416
-------- -------- --------
Total non-performing assets $ 3,551 $ 5,759 $ 3,471
======== ======== ========
Total nonperforming loans to total loans 0.78% 1.31% 0.72%
Total nonperforming loans to total assets 0.57% 0.88% 0.50%
Allowance for loan losses to nonperforming loans 209.96% 143.18% 230.79%
Nonperforming assets to loans and foreclosed
assets held for sale 0.79% 1.45% 0.82%
As of March 31, 2004, non-performing loans equaled 0.78% of total loans,
representing a slight increase in non-performing loans from December 31,
2003. Although total nonperforming loans at March 31, 2004 increased
slightly compared to December 31, 2003, the overall credit exposure in the
Company's total loan portfolio continued to improve; consequently, the
Company recorded a lower provision for loan losses during the three month
period ending March 31, 2004 compared to the three month period ending
March 31, 2003. The level of loans charged-off decreased and the level of
recoveries increased during the first quarter of 2004. Consequently, the
Company experienced an annualized ratio of net recoveries to average loans
of (0.03%) for the quarter ending March 31, 2004 compared a ratio of net
charge-offs to average loans of 0.30% for the year ending December 31,
2003. 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. Generally,
the Bank maintains its allowance for loan losses in excess of its
non-performing loans. As of March 31, 2004, our ratio of allowance for
loan losses to non-performing loans was 209.96%.
18
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
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
----------------------------------------
THREE MONTHS THREE MONTHS
ENDED ENDED YEAR ENDED
MARCH 31, MARCH 31, DECEMBER 31,
2004 2003 2003
------------ ------------ ------------
(Dollars in thousands)
BALANCE AT BEGINNING OF PERIOD $ 7,051 $ 6,914 $ 6,914
LOANS CHARGED OFF
Commercial real estate -- -- 395
Residential real estate -- -- --
Commercial 13 81 802
Personal 37 26 68
Home Equity -- -- 10
Construction -- -- --
Leases 50 73 279
-------- -------- --------
Total loans charged-off 100 180 1,554
-------- -------- --------
RECOVERIES
Commercial real estate 7 5 10
Residential real estate 48 1 --
Commercial 9 41 77
Personal 6 5 35
Home Equity -- -- --
Construction -- -- --
Leases 60 68 219
-------- -------- --------
Total recoveries 130 120 341
-------- -------- --------
NET LOANS CHARGED OFF (RECOVERED) (30) 60 1,213
PROVISION FOR LOAN LOSSES 350 600 1,350
-------- -------- --------
BALANCE AT END OF PERIOD $ 7,431 $ 7,454 $ 7,051
======== ======== ========
LOANS OUTSTANDING
Average $431,175 $396,090 $410,593
End of period 451,708 403,985 424,620
RATIO OF ALLOWANCE FOR LOAN LOSSES TO
LOANS OUTSTANDING
Average 1.72% 1.88% 1.72%
End of period 1.65% 1.85% 1.66%
RATIO OF NET CHARGE-OFFS (RECOVERIES) TO
Average loans (0.03%) 0.06% 0.30%
End of period loans (0.03%) 0.06% 0.29%
The allowance for loan losses as a percent of total loans decreased
slightly to 1.65% as of March 31, 2004, compared to 1.66% as of December
31, 2003.
19
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
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 or a portfolio of SBA loans.
Other sources of liquidity, including cash flow from the repayment of
loans, are also considered in determining whether liquidity is
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 time
deposits less than $100,000 (excluding brokered deposits), were 81.86% and
82.54% of our total deposits at March 31, 2004, and December 31, 2003,
respectively. Generally, the Company's funding strategy is to utilize
Federal Home Loan Bank borrowings to fund originations of mortgage loans
held for sale and fund balances generated by other lines of business with
deposits. In addition, the Company uses other forms of short-term
borrowings for cash management and liquidity management purposes on a
limited basis. These forms of borrowings include federal funds purchased
and revolving lines of credit. The Company's Asset-Liability Management
Committee utilizes a variety of liquidity monitoring tools, including an
asset/liability modeling service, to analyze and manage the Company's
liquidity.
Management has established internal guidelines and analytical tools to
measure liquid assets, alternative sources of liquidity, as well as
relevant ratios concerning asset levels and purchased funds. These
indicators are reported to the board of directors monthly, and at March
31, 2004, the Bank was within the established guidelines.
At March 31, 2004, our total stockholders' equity was $41.2 million and
our equity to asset ratio was 6.57%. At March 31, 2004, our Tier 1 capital
ratio was 9.70% compared to 10.04% at December 31, 2003, while our total
risk-based capital ratio was 12.06% compared to 12.41% at December 31,
2003. As of March 31, 2004, we had capital in excess of the requirements
for a "well-capitalized" institution.
20
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a continuing 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 Bank Board of Directors
and monitored by our Asset/Liability 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 our Bank 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 Company's
current sensitivity to instantaneous and permanent changes in interest
rates. The system simulates the Company'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 current changes in interest
rates will not affect net interest income or the economic value of equity
by more than 5%, per 50 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 March 31, 2004 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 24.05% 3.89%
200 basis point rise 16.00% 2.79%
100 basis point rise 8.97% 1.71%
Base Rate Scenario - -
25 basis point decline (6.80%) (0.27%)
50 basis point decline (11.50%) (0.63%)
100 basis point decline (15.98%) (1.16%)
The above table indicates that, at March 31, 2004, 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. Generally, in the decreasing rate scenarios,
not only would adjustable rate assets
21
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
(loans) reprice to lower rates faster than our liabilities, but our
liabilities - long-term Federal Home Loan Bank of Topeka (FHLB) advances
and existing time deposits - would not decrease in rate as much as market
rates. In addition, fixed rate loans might experience an increase in
prepayments, further decreasing yields on earning assets and causing net
interest income to decrease. Another consideration with a rising interest
rate scenario is the impact on mortgage loan refinancing, which would
likely decline, leading to lower loans held for sale fee income, though
the impact is difficult to quantify or project.
The above table also indicates that, at March 31, 2004, in the event of a
sudden decrease in prevailing market rates, the economic value of our
equity would decrease. Given our current asset/liability position, a 25,
50 or 75 basis point decline in interest rates will result in a lower
economic value of our equity as the change in estimated loss on
liabilities exceeds the change in estimated gain on assets in these
interest rate scenarios. Currently, under a falling rate environment, the
Company's estimated market value of loans could increase as a result of
fixed rate loans, net of possible prepayments. The estimated market value
of investment securities could also rise as our portfolio contains higher
yielding securities. However, the estimated market value increase in fixed
rate loans and investment securities is offset by time deposits unable to
reprice to lower rates immediately and fixed-rate callable advances from
FHLB. The likelihood of advances being called in a decreasing rate
environment is diminished resulting in the advances existing until final
maturity, which has the effect of lowering the economic value of equity.
22
ITEM 4. CONTROLS AND PROCEDURES
In accordance with Item 307 of Regulation S-K promulgated under the
Securities Act of 1933, as amended, and within 90 days of the date of this
Quarterly Report on Form 10-Q, the Chief Executive Officer and Chief
Financial Officer of the Company (the "Certifying Officers") have
conducted evaluations of the Company's disclosure controls and procedures.
As defined under Sections 13a-14(c) and 15d-14(c) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), the term
"disclosure controls and procedures" means controls and other procedures
of an issuer that are designed to ensure that information required to be
disclosed by the issuer in the reports that it files or submits under the
Exchange Act is recorded, processed, summarized and reported, within the
time periods specified in the Commission's rules and forms. Disclosure
controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed by
an issuer in the reports that it files or submits under the Exchange Act
is accumulated and communicated to the issuer's management, including its
principal executive officer or officers and principal financial officer or
officers, or persons performing similar functions, as appropriate to allow
timely decisions regarding required disclosure. The Certifying Officers
have reviewed the Company's disclosure controls and procedures and have
concluded that those disclosure controls and procedures are effective as
of the date of this Quarterly Report on Form 10-Q. In compliance with
Section 302 of the Sarbanes-Oxley Act of 2002, (18 U.S.C. 1350), each of
the Certifying Officers executed an Officer's Certification included in
this Quarterly Report on 10-Q.
As of the date of this Quarterly Report on Form 10-Q, there have not been
any significant changes in the Company's internal controls or in other
factors that could significantly affect these controls subsequent to the
date of their evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
23
PART II: OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Not applicable
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
Not applicable
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable
ITEM 5. OTHER INFORMATION
Not applicable
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
EXHIBITS
11. Computation of Earnings Per Share. Please see p. 9.
15. Letter regarding Unaudited Interim Financial Information
32.1 Certification of the Chief Executive Officer and Treasurer
pursuant to 18 U.S.C. Section 1350
REPORTS ON FORM 8-K
On January 14, 2004, Blue Valley filed a report on Form 8-K covering
the press release for the Company's annual and fourth quarter 2004
earnings.
On April 14, 2004, Blue Valley filed a report on Form 8-K covering the
press release for the Company's first quarter 2004 earnings.
24
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: May 12, 2004 By: /s/ Robert D. Regnier
--------------------------------
Robert D. Regnier, President and
Chief Executive Officer
Date: May 12, 2004 By: /s/ Mark A. Fortino
--------------------------------
Mark A. Fortino, Treasurer
25