8-K - BFC - Equibles

UNITED STATES

SECURITIES ANDEXCHANGE COMMISSION

Washington, D.C.20549

FORM 8-K

CURRENT REPORT

Pursuant to Section13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)	May 20, 2022 (May 19, 2022)

Bank First Corporation

(Exact name of registrant as specified in its charter)

Wisconsin	001-38676	39-1435359
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)
402 North 8th Street, Manitowoc, WI	54220
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(Address of principal executive offices)	(Zip Code)
Registrant’s telephone number, including area code	(920) 652-3100
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N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Ticker symbol(s)	Name of each exchange on which <br><br>registered
Common Stock, par value $0.01 per share	BFC	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for company with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x

Item 7.01	Regulation FD Disclosure

On May 19, 2022, Bank First Corporation issued its quarterly shareholder newsletter. A copy of the newsletter is attached as Exhibit 99.1 to this Report on Form 8-K and is incorporated herein by reference.

Pursuant to General Instruction B.2 of Form 8-K, the information in this Item 7.01 and Exhibit 99.1 is being furnished to the Securities and Exchange Commission and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities under that Section. Furthermore, the information in this Item 7.01 and Exhibit 99.1 shall not be deemed to be incorporated by reference into the filings of the Registrant under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01	Financial Statements and Exhibits.

(d) Exhibits

Exhibit<br><br> Number	Description of Exhibit
99.1	Shareholder Newsletter, dated May, 2022
104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BANK FIRST CORPORATION
Date: May 20, 2022	By:	/s/ Kevin M. LeMahieu
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	Kevin M. LeMahieu
	Chief Financial Officer

Exhibit 99.1

To our shareholders,<br>We are pleased to announce that Bank First<br>began 2022 by delivering strong financial results<br>in the first quarter. I promised our Chief Financial<br>Officer, Kevin LeMahieu, that I would not steal his<br>thunder. So, to learn more about our first quarter<br>performance, please turn the page after reading the<br>very important announcements below.<br>We are excited to invite you to both our<br>upcoming Annual Shareholder and Special<br>Shareholder Meetings being held on June 13 at the Franciscan Center<br>for Music Education and Performance, located at 6751 Calumet Drive<br>in Manitowoc. This will be our first in-person shareholder meeting since<br>2019. The Annual Meeting will begin at 4:00 p.m., followed directly by the<br>Special Meeting. The only business to come before the shareholders at<br>the Special Meeting is the approval of Bank First Corporation’s merger<br>with Denmark Bancshares Inc., parent company of Denmark State Bank.<br>Light refreshments will be served upon adjournment of both meetings. On<br>behalf of our Board of Directors, we hope you will be able to join us.<br>It is imperative that you cast your votes for both the Annual and<br>Special Meetings. We hope you vote as recommended by our Board<br>of Directors, but respect however you vote. Every vote counts toward<br>having a meeting quorum. A minimum of 50% of outstanding shares must<br>vote in order to reach a quorum. Without a quorum, no decisions are<br>made. Thank you to those who have already voted by proxy for both<br>meetings! If you haven’t voted yet, please do so by the end the May.<br>If you need assistance with voting, please do not hesitate to call our<br>Corporate Secretary, Kelly Dvorak, or me, at (920) 652-3244 and (920) 652-<br>3202, respectively.<br>The teams at Denmark State Bank and Bank First have been working<br>diligently to accomplish a seamless merger for the customers of both<br>organizations. The systems conversion of Denmark State Bank to Bank<br>First will take place the weekend of August 13, 2022. We are very much<br>looking forward to introducing the Denmark State Bank customers to the<br>additional products and services that Bank First offers to our consumer<br>and business customers. Our technology outfitter, UFS, and its partner,<br>Fiserv, are fully committed to making this happen. Bank First owns 49.8%<br>of UFS, which provides core and information technology services to more<br>than 60 banks throughout the Midwest.<br>2022 is a very exciting year for Bank First. In addition to our merger with<br>Denmark Bancshares, Inc. and Denmark State Bank, we will be completing<br>our new Operations Center in Manitowoc, and continuing to make Bank<br>First “greener” by remodeling our older offices. We look forward to sharing<br>our progress with you on these projects and others throughout the year.<br> Michael B. Molepske<br> CEO and President<br> (920) 652-3202<br>MESSAGE FROM THE CEO<br>Ticker: BFC www.bankfirst.com<br>CORPORATION<br>MAY 2022<br>SHAREHOLDER<br>NEWS<br>Bank First<br>announces plans<br>to renovate its<br>Watertown office<br>MIKE MOLEPSKE<br>Bank First is pleased to<br>announce its plans to renovate<br>its existing facility located at 104<br>West Main Street in Watertown.<br>The main level will be fully<br>renovated to emulate the<br>modern design and efficient<br>use of space similar to other<br>recently constructed and<br>renovated Bank First offices.<br>The project also includes the<br>relocation of restrooms and the<br>employee breakroom from the<br>lower level to the main level,<br>updating the HVAC system,<br>and adding LED lighting to<br>improve energy efficiency. The<br>utilization of environmentally-<br>friendly materials is a high<br>priority for Bank First and, as<br>such, recycled products were<br>selected during the design<br>process for carpet, tile, and<br>office furniture.<br>Construction is anticipated<br>to begin the middle of May and<br>is expected to be completed in<br>October, pending the timely<br>arrival of building materials.<br>Stauss Architect, LLC will be<br>assisting in the design and<br>planning process and Maas<br>Brothers Construction of<br>Watertown will serve as General<br>Contractor.
Total assets for the Company increased by 2.8% to $2.92<br>billion at March 31, 2022, compared to $2.85 billion at March<br>31, 2021. Loans grew by $87.8 million, representing a 3.9%<br>increase year-over-year. Loan balances originated under the<br>Small Business Administration’s Paycheck Protection Program<br>(“PPP”) totaled $16.9 million at March 31, 2022 compared<br>to $188.2 million at March 31, 2021. Excluding the impact of<br>PPP loans, other loans at the Company increased by $259.1<br>million, or 12.7%, year-over-year. Deposits increased by $109.1<br>million during this same period, or 4.5%. Growth in deposits<br>trailed growth in loans during the previous twelve months.<br>Significant government stimulus was put into the economy<br>during 2020 and early 2021, with limited ways to spend it due<br>to many areas of society being shut down, causing deposits<br>at Bank First as well as most financial institutions to swell. During<br>the latter part of 2021 and the first quarter of 2022 some of this<br>stimulus has begun to be leave depository accounts as it is<br>deployed into the economy, stunting the growth in overall<br>deposits at the Company year-over-year.<br>Earnings per share for the quarter ended March 31, 2022,<br>was $1.34. This represents a decrease of 10.1% compared to<br>earnings per share of $1.49 during the first quarter of 2021.<br>Loans originated under PPP added $0.6 million to interest<br>income for the first quarter of 2022, compared to $2.4 million<br>for the first quarter of 2021, a reduction of approximately $0.16<br>in quarterly earnings per share for the first quarter year-over-<br>year. The decline in retail residential lending mentioned in the<br>next paragraph further reduced first quarter year-over-year<br>earnings per share by $0.20. Net income was $10.2 million for<br>the quarter ended March 31, 2022, compared to $11.5 million<br>during the quarter ended March 31, 2021.<br>Non-interest income totaled $5.2 million for the quarter<br>ended March 31, 2022, down from $6.3 million during the<br>first quarter of 2021. A primary driver for this decrease was a<br>significant slowdown in the retail lending environment after a<br>robust run through 2020 and 2021, leading to gains on sales<br>of mortgage loans to the secondary market of $0.7 million<br>during the first quarter of 2022, compared to $2.8 million<br>during the first quarter of 2021.<br>Non-interest expense totaled $12.7 million for the quarter<br>ended March 31, 2022, up from $12.4 million for the first quarter<br>of 2021. Most areas of non-interest expense experienced<br>modest increases, though overall expenses were well<br>contained considering the inflationary environment that<br>developed during the end of 2021 and start of 2022. Outside<br>service fees increased by $0.4 million, or 55.2%, during the first<br>quarter of 2022 compared to the first quarter of 2021, due<br>primarily to $0.5 million in expenses related to the pending<br>acquisition of Denmark Bancshares, Inc.<br>Total shareholders’ equity increased by 4.9% to $318.3<br>million at March 31, 2022, compared to $303.4 million at<br>March 31, 2021. Equity increased due to strong earnings<br>which were offset by dividends totaling $8.8 million, common<br>share repurchases totaling $12.9 million, and a decline in the<br>fair value of our available for sale securities portfolio (due<br>to interest rate movements) of $9.1 million over the twelve<br>months from the end of the first quarter of 2021 to the end of<br>the first quarter of 2022.<br>FIRST<br>QUARTER KEVIN LEMAHIEU<br>Chief Financial Officer<br>(920) 652-3362<br>Quarterly Common Stock Cash Dividend<br>The Corporation’s Board of Directors approved a quarterly<br>cash dividend of $0.22 per common share. The dividend is<br>payable on July 6, 2022, to shareholders of record as of June<br>22, 2022.<br>BFC Stock Repurchase Program<br>Bank First has a stock repurchase program under which the<br>Corporation may repurchase shares of outstanding BFC stock.<br>Please contact Mike Molepske at (920) 652-3202 or Shannon<br>Klahn at (920) 652-3222 for further information.<br>Dividend Reinvestment Program (DRIP)<br>In June 2020, Bank First instituted a Dividend Reinvestment Program (DRIP), with the goal of making it easier for shareholders to<br>purchase our stock. This program allows both registered and “street name” holders to use their cash dividends to automatically<br>purchase additional shares on a quarterly basis. This benefit is available through our transfer agent, Computershare, as well<br>as through major brokers like TD Ameritrade, Fidelity, and Morgan Stanley, among others. A copy of the Plan Prospectus is<br>available on our Investor Relations website and it describes the Plan benefits and eligibility, as well as explains stock purchases<br>and sales through the Plan. The process for registering for the DRIP is quick and easy!<br>STEP 1: If you hold your shares with Computershare, you can obtain a copy of the enrollment form and prospectus by visiting<br>www.computershare.com/investor.<br>STEP 2: If you have not set up an online account, do so by choosing “Register Now.”<br>STEP 3: After you have logged into your account, choose “Manage Investment Plans.” You will be guided through the process<br>of enrolling in the DRIP.<br>If you do not have an online account and wish to enroll using a paper form, please contact the Investor Relations Team at<br>Bank First by calling (920) 652-3360 or emailing IR@bankfirst.com.
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3/31/2022 3/31/2021<br>Return on Average Assets (YTD) 1.27% 1.67%<br>Return on Average Equity (YTD) 12.62% 15.34%<br>Full-Time Equivalent Employee (FTE) - period end 279 299<br>Average Assets per Average FTE $ 11,405 $ 9,078<br>Dividend Payout Ratio 16% 14%<br>Dividends Per Share (YTD) $ 0.22 $ 0.21<br>Net Interest Margin (YTD) 3.06% 3.57%<br>Shares Outstanding - period end 7,570,766 7,729,216<br> 3/31/2022 3/31/2021<br>ASSETS<br>Cash, Cash Equivalents and Fed Funds Sold $ 107,359 $ 261,174<br>Investment Securities 302,904 173,858<br>Other Investments at Cost 19,564 8,989<br>Loans, Net 2,294,939 2,210,361<br>Premises and Equipment 50,068 43,606<br>Other Assets 150,102 148,211<br>Total Assets $ 2,924,936 $ 2,846,199<br><br>LIABILITIES<br>Deposits $ 2,557,106 $ 2,448,035<br>Securities Sold Under Repurchase Agreements 13,130 47,631<br>Borrowed Funds 25,247 30,467<br>Other Liabilities 11,150 16,624<br> Total Liabilities $ 2,606,633 $ 2,542,757<br> Total Shareholder Equity 318,303 303,442<br> Total Liabilities and Shareholder Equity $ 2,924,936 $ 2,846,199<br> 3/31/2022 3/31/2021<br>Total Interest Income $ 24,220 $ 24,442<br>Total Interest Expense 1,930 2,339<br>Net Interest Income 22,290 22,103<br>Provision for Loan Losses 1,200 900<br>Net Interest Income After Provision for Loan Losses 21,090 21,203<br>Total Other Income 5,234 6,343<br>Total Operating Expenses 12,731 12,358<br>Income Before Provision for Income Taxes 13,593 15,188<br>Provision for Income Taxes 3,410 3,674<br>Net Income $ 10,183 $ 11,514<br>Earnings Per Share: Basic $ 1.34 $ 1.49<br>Earnings Per Share: Diluted $ 1.34 $ 1.49<br>FINANCIAL PERFORMANCE<br>Consolidated Statements of Financial Condition<br>Key Financial Metrics<br>Consolidated Statements of Income<br>(In Thousands)<br>(In Thousands, Except Per Share Data)
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Let’s stay in touch. Follow us!<br>Bank First announces new hire and promotions<br>ELIZABETH MILLER has been promoted<br>to Vice President - Deposit Operations.<br>Elizabeth joined the bank in 2009 as a Teller/<br>Customer Service Representative and<br>advanced into other roles such as Personal<br>Banker, Assistant Branch Manager, Branch<br>Operations/Training Coordinator, and most<br>recently as Deposit Operations Manager.<br>In her role, Elizabeth will continue to use<br>her extensive banking experience to<br>oversee deposit operations of the bank.<br>She attended Lakeshore Technical College<br>and plans to pursue a bachelor’s degree<br>in business administration at Lakeland<br>University.<br>PHIL PLAGEMANN has been promoted<br>to Facilities Officer. Phil joined the bank in<br>2018 with several years of maintenance<br>and carpentry experience. He served as<br>Facilities Specialist and was later promoted<br>to Facilities Manager. In his current role, Phil<br>performs and manages general branch<br>maintenance and oversees the facilities<br>team, which is responsible for day-to-day<br>maintenance and courier needs. He works<br>closely with external vendors, architects,<br>and engineers and is instrumental in<br>coordinating the bank’s construction<br>projects including new branch designs<br>and the renovation of current offices. He<br>received his Journeyman Apprenticeship<br>in Carpentry from Lakeshore Technical<br>College.<br>BETTY BITTNER has been promoted<br>to Assistant Vice President – Branch<br>Manager at Bank First. Betty joined Bank<br>First in 2017 and has over 23 years of<br>experience in the banking industry. Betty<br>is a valued member of the retail banking<br>team at Bank First and is responsible for<br>developing new and enhancing existing<br>retail banking relationships. As Branch<br>Manager, she is responsible for the overall<br>administration and efficiency of the Two<br>Rivers office including communicating the<br>bank’s products and services, delivery<br>of exceptional customer service, and<br>assurance of the security and safety of the<br>Two Rivers office employees and customers.<br>Active in her community, Betty serves as<br>past president and member of the Rotary<br>Club of Two Rivers, treasurer of both the Two<br>Rivers Rotary Foundation and Lakeshore<br>Foster Families & Friends, Inc., as well as a<br>member of the Two Rivers Business Industrial<br>Development Committee, the Two Rivers<br>Community Development Authority, the<br>Two Rivers Business Association, and 100<br>Plus Women Who Care. She is a religious<br>education instructor, Eucharist minister, and<br>a graduate of the Chamber of Manitowoc<br>County Leadership Program. Betty earned<br>her Bachelor of Science degree<br>in Microbiology and Chemistry<br>from UW – La Crosse.<br>KELLY DVORAK has been<br>appointed to oversee the<br>bank’s Compliance function.<br>Kelly joined Bank First in 2017 as<br>General Counsel and Corporate<br>Secretary. In addition to her<br>current role, Kelly will manage<br>the Compliance team and<br>utilize her extensive experience<br>tracking regulatory obligations,<br>changes to applicable banking<br>laws, and emerging compliance<br>risks. Kelly earned a bachelor’s<br>degree in political science<br>from UW – Madison, a juris<br>doctorate from UW Law School,<br>and is currently attending the<br>Graduate School of Banking<br>through UW – Madison. She<br>serves on the board of directors of the<br>Manitowoc Symphony Orchestra and UFS,<br>a bank technology outfitter headquartered<br>in Grafton, Wisconsin.<br>JOSIAH GAMROTH recently joined<br>the Bank First office in Watertown as<br>Retail Banker. Josiah brings 10 years of<br>experience in the lending industry, most<br>recently specializing in mortgage loan<br>origination. In his new role, he will assist new<br>and existing retail customers in Watertown<br>and the surrounding communities. Josiah<br>grew up in Oconomowoc and graduated<br>from Lake Country Lutheran High School in<br>Hartland. He attended Calvin University in<br>Grand Rapids, Michigan where he earned<br>a bachelor’s degree in small business<br>administration and a minor in economics.<br>With a recent move back to Wisconsin<br>after living in Michigan and Texas, Josiah<br>is looking forward to establishing himself in<br>the Watertown community.<br>KRISTI ROUSH has been promoted<br>to Retail Market Manager. Kristi joined<br>Bank First in 2020 through the merger with<br>Timberwood Bank and has over 15 years<br>of retail banking experience. In her new<br>role, Kristi will be responsible for the overall<br>growth and performance of the retail<br>lending portfolio of the bank’s Tomah<br>market while providing mentorship to the<br>retail lending team at the Tomah office. Kristi<br>has a bachelor’s degree in marketing from<br>UW – La Crosse. Active in her community,<br>she is a Greater Tomah Area Chamber<br>of Commerce Ambassador, a member<br>of Our Town Tomah Beautification, and<br>the treasurer for the Tomah Youth Hockey<br>Association.<br>KATHRYN SCHMITZ has been promoted<br>to Vice President – Retail Banking. Kathryn<br>joined the bank in 2016 and has over 15<br>years of experience in mortgage lending.<br>Over the past six years, she has proven to<br>be a leader in mortgage production and<br>a strong resource of knowledge for her co-<br>workers. She is a graduate of the University<br>of Wisconsin – Green Bay where she<br>received her bachelor’s degree in business<br>administration. Kathryn is actively involved<br>with the Manitowoc County Board of<br>Realtors, the Manitowoc County Home<br>Builders Association, and the Manitowoc<br>Ships Girls Basketball Association.<br>EVELYN GREEN has been promoted<br>to Vice President - Retail Banking at Bank<br>First. Evelyn began her career at Bank<br>First in 2017 with over 40 years of banking<br>experience and is a vital member of the<br>retail banking team serving in the bank’s<br>Plymouth office. Active in her community,<br>Evelyn serves on the board of directors of<br>Big Brothers Big Sisters Wisconsin Shoreline.<br>She is also a firm believer in assisting aging<br>seniors by volunteering her time delivering<br>for Meals on Wheels and participating in<br>other activities.<br>PLAGEMANN BITTNER<br>GAMROTH<br>MILLER<br>ROUSH DVORAK<br>GREEN SCHMITZ
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