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)	March<br>6, 2023 (March 3, 2023)

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 March 3, 2023, 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 March, 2023
104	Cover Page Interactive Data File (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: March 6, 2023	By:	/s/ Kevin M. LeMahieu
	Kevin M. LeMahieu
	Chief Financial Officer

Exhibit 99.1

To our Shareholders,<br>I am pleased to share with you that on February<br>10, 2023, we closed on our acquisition of Hometown<br>Bank. Hometown’s Cambridge, Pardeeville,<br>Poynette, Wautoma, and Fond du Lac offices<br>opened as Bank First branches on Monday, February<br>13. We plan to construct a new office on the west<br>side of Fond du Lac to consolidate our presence in<br>the market, allowing us to better serve our Fond du<br>Lac area customers from a welcoming space while<br>providing our employees with a state-of-the-art working environment.<br>Making a merger successful for our employees, customers, and<br>communities requires hundreds of hours of work from dozens of conversion<br>team members. The conversion teams of both organizations worked<br>diligently to ensure the system conversion went smoothly for Bank First’s new<br>customers while providing a warm welcome to the Hometown employees<br>joining Bank First. Nearly all the customer-facing branch employees from<br>Hometown joined Bank First. Members of our conversion team met with<br>every Hometown employee on multiple occasions to ensure they felt<br>welcomed, understood the Bank First Promise and received the necessary<br>training to succeed in their new position at Bank First.<br>One of the employees who joined Bank First is Tim McFarlane,<br>Hometown’s President and Chief Executive Officer. Tim has assumed the<br>role of President of Bank First and Bank First Corporation. I will continue<br>serving as Chief Executive Officer and Chairman of the Board. As President,<br>Tim will be responsible for the day-to-day operations of Bank First. The<br>addition of Tim will allow me more time to focus on strategic initiatives<br>to enhance our customer experience, grow into adjacent markets, and<br>develop new financial solutions for our customers.<br>Tim joining the Bank First team is a reunion for us. He and I previously<br>worked together at a Wisconsin-based regional bank. We worked closely<br>together in the same region at that institution, and during our tenure, it was<br>the company’s most successful market. Our success was the direct result<br>of believing in the same banking principles of focusing on character and<br>developing relationships. Tim fully embraces Bank First’s Promise that “we<br>are a relationship-based bank focused on providing innovative solutions<br>that are value driven to the communities we serve”. Tim joining Bank First<br>begins an exciting new chapter in the Bank’s long history of success.<br>Michael B. Molepske<br>Chairman of the Board and CEO<br>(920) 652-3202<br>MESSAGE FROM THE CEO<br>Ticker: BFC www.bankfirst.com<br>CORPORATION<br>MARCH 2023<br>SHAREHOLDER<br>NEWS<br>MIKE MOLEPSKE<br>Bank First Corporation<br>announces completion<br>of merger with<br>Hometown Bancorp,<br>Ltd.<br>Bank First Corporation is<br>pleased to announce the<br>completion of its merger with<br>Hometown Bancorp, Ltd., the<br>parent company of Hometown<br>Bank, effective February 10,<br>2023. Pursuant to the terms of<br>the merger agreement with<br>Hometown, each Hometown<br>shareholder had the option<br>to receive either $29.16 in<br>cash or 0.3962 of a share of<br>Bank First’s common stock in<br>exchange for each share of<br>Hometown common stock,<br>subject to customary proration<br>and allocation procedures,<br>such that no less than 70% of<br>shares of Hometown common<br>stock were to receive the stock<br>consideration and no greater<br>than 30% of shares of Hometown<br>common stock were to receive<br>the cash consideration. Based<br>on final shareholder elections,<br>approximately 87% of the<br>total merger consideration<br>was comprised of Bank First’s<br>common stock and the<br>remaining 13% was paid in cash.<br>With the addition of<br>Hometown Bancorp, Ltd.,<br>Bank First Corporation now has<br>assets of approximately $4.2<br>billion, loans of approximately<br>$3.3 billion, and deposits of<br>approximately $3.5 billion.<br>Piper Sandler & Co. served<br>as financial advisor to Bank First<br>and Alston & Bird LLP served as<br>legal counsel. Reinhart Boerner<br>Van Deuren, s.c. served as legal<br>counsel to Hometown.
FOURTH<br>QUARTER<br>KEVIN LEMAHIEU<br>Chief Financial Officer<br>(920) 652-3362<br>Quarterly Common Stock Cash Dividend<br>Bank First’s Board of Directors approved a quarterly cash<br>dividend of $0.25 per common share, payable on April 5, 2023,<br>to shareholders of record as of March 22, 2023.<br>Total assets for the Company increased by 24.6% to $3.66<br>billion at December 31, 2022, compared to $2.94 billion at<br>December 31, 2021. Loans grew by $657.6 million on a year-over-year basis, ending 2022 at $2.89 billion, an increase of<br>29.4%. Deposits grew by $531.8 million on a year-over-year<br>basis, ending 2022 at $3.06 billion, an increase of 21.0%.<br>Noninterest-bearing demand deposits made up 30.5% of our<br>overall core deposits at December 31, 2022. All year-over-year balances were significantly impacted by the Company’s<br>acquisition of Denmark Bancshares, Inc. (“Denmark”) during<br>the third quarter of 2022. This transaction included $457.1<br>million in loans, $604.8 million in deposits and $685.8 million in<br>total assets.<br>Earnings per share for the year ended December 31, 2022<br>was $5.58, representing a decrease of 5.7% compared to<br>earnings per share of $5.92 during 2021. 2022 earnings per<br>share were negatively impacted by $0.69 due to expenses<br>related to the aforementioned acquisition of Denmark. Net<br>income was $45.2 million for the year ended December 31,<br>2022, compared to $45.4 million during 2021. Net interest margin<br>(“NIM”) was 3.41% for 2022, down from 3.47% during 2021.<br>During most of the first half of 2022 the Company engaged<br>in a strategy to enhance net interest income, utilizing $300.0<br>million in short-term borrowings from the Federal Home Loan<br>Bank and investing these funds in short-term, liquid, risk-free,<br>interest-earning assets. This non-core strategy reduced NIM by<br>approximately 0.15% during the year ended December 31,<br>2022.<br>Total non-interest income was $19.8 million for 2022<br>compared to $23.5 million during 2021. Gains on sales of<br>mortgage loans on the secondary market decreased by<br>78.8% from $7.4 million during 2021, to $1.6 million during<br>2022, the result of an industry-wide slowdown in retail lending<br>markets as a result of significantly rising interest rates during<br>2022. Positive valuation adjustments to the Bank’s mortgage<br>servicing rights were $2.9 million during 2022 compared to $1.3<br>million during 2021.<br>Total non-interest expense increased by $11.5 million,<br>or 22.8%, from $50.6 million in 2021 to $62.1 million in 2022.<br>Transaction expenses related to the Company’s acquisition of<br>Demark as well as its acquisition of Hometown Bancorp, Ltd.<br>in the first quarter of 2023 added $6.5 million to non-interest<br>expense during 2022. As the Company did not acquire<br>any institutions during 2021, no similar transaction expenses<br>impacted that year. The added scale of operations from the<br>close of the acquisition of Denmark through the end of 2022<br>led to a majority of the remaining increase in non-interest<br>expense during 2022.<br>Total shareholders’ equity increased by 40.4% to $453.1<br>million at December 31, 2022, compared to $322.7 million at<br>December 31, 2021. The acquisition of Denmark added $125.3<br>million to stockholders’ equity and strong earnings added<br>another $45.2 million. This was offset by dividends to common<br>stock holders totaling $7.6 million and the repurchase of $13.8<br>million of company common stock during 2022.<br>LORI SISEL - Shareholder Services Officer<br>(920) 863-1028 lsisel@bankfirst.com<br>KELLY DVORAK - General Counsel /Corporate Secretary<br>(920) 652-3244 kdvorak@bankfirst.com<br>SHANNON KLAHN - Vice President Administration<br>(920) 652-3222 sklahn@bankfirst.com<br>Bank First Corporation Contacts<br>BANK FIRST’S FOOTPRINT EXPANDS<br>TO 28 LOCATIONS THROUGHOUT<br>THE STATE OF WISCONSIN
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12/31/2022 12/31/2021<br>Return on Average Assets (YTD) 1.35% 1.60%<br>Return on Average Equity (YTD) 12.14% 14.64%<br>Full-Time Equivalent Employee (FTE) - period end 327 287<br>Average Assets per Average FTE $ 11,191 $ 9,511<br>Dividend Payout Ratio 16% 19%<br>Dividends Per Share (YTD) $ 0.94 $ 1.14<br>Net Interest Margin (YTD) 3.41% 3.47%<br>Shares Outstanding - period end 9,021,697 7,616,540<br>12/31/2022 12/31/2021<br>ASSETS<br>Cash, Cash Equivalents and Fed Funds Sold $ 119,351 $ 296,860<br>Investment Securities 349,734 218,600<br>Other Investments at Cost 16,495 9,004<br>Loans, Net 2,871,298 2,215,199<br>Premises and Equipment 56,448 49,461<br>Other Assets 247,106 148,428<br>Total Assets $ 3,660,432 $ 2,937,552<br><br>LIABILITIES<br>Deposits $ 3,060,229 $ 2,528,440<br>Securities Sold Under Repurchase Agreements 97,196 41,122<br>Borrowed Funds 25,429 25,511<br>Other Liabilities 24,475 19,826<br> Total Liabilities $ 3,207,329 $ 2,614,899<br> Total Shareholder Equity 453,103 322,653<br> Total Liabilities and Shareholder Equity $ 3,660,432 $ 2,937,552<br>12/31/2022 12/31/2021<br>Total Interest Income $ 116,534 $ 98,386<br>Total Interest Expense 12,449 8,304<br>Net Interest Income 104,085 90,082<br>Provision for Loan Losses 2,200 3,100<br>Net Interest Income After Provision for Loan Losses 101,885 86,982<br>Total Other Income 19,847 23,541<br>Total Operating Expenses 62,099 50,556<br>Income Before Provision for Income Taxes 59,633 59,967<br>Provision for Income Taxes 14,419 14,523<br>Net Income $ 45,214 $ 45,444<br>Earnings Per Share: Basic $ 5.58 $ 5.92<br>Earnings Per Share: Diluted $ 5.58 $ 5.92<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>DAVID AMBROSIUS recently joined<br>Bank First as Retail Banker with over six<br>years of mortgage lending experience.<br>David is responsible for developing new<br>and enhancing existing retail banking<br>relationships in the Bank’s Shawano market.<br>He is active in the community and serves<br>as the head basketball coach at Shawano<br>High School. He graduated from St. Norbert<br>College with a bachelor’s degree in<br>business administration and management.<br>TOM OMDAHL has been promoted to<br>Vice President – BSA/Compliance Officer.<br>Tom joined Bank First in 2018 and has over 30<br>years of experience in the banking industry.<br>He is responsible for overseeing bank<br>compliance with regulatory requirements,<br>internal policies and procedures, and<br>also serves as the Bank’s Community<br>Reinvestment Act (CRA) Officer. In addition,<br>Tom manages the Bank’s Bank Secrecy<br>Act (BSA) program. He is a member of the<br>Wisconsin Bar Association and is a Certified<br>Anti-Money Laundering Specialist and a<br>Certified Regulatory Compliance Manager.<br>Tom earned his bachelor’s degree and juris<br>doctorate from UW – Madison.<br>DEREK DOMINO has been promoted to<br>Assistant Vice President - Treasury Manage-ment. Derek joined Bank First in 2018 as Trea-sury Management Assistant and has served<br>various roles within the Treasury Manage-ment department. Derek was instrumental<br>in helping launch the Bank’s merchant ser-vices platform. He will continue to oversee<br>the Treasury Management team, onboard<br>new business customers, assist current cus-tomers with account management solu-tions, and promote the Bank’s Treasury<br>Management products and services. He<br>received his bachelor’s degree in business<br>management and master’s degree in busi-ness management and organizational de-velopment from Silver Lake College.<br>LORI SISEL has been promoted to<br>Shareholder Services Officer. Lori joined<br>Bank First in August 2022 through the merger<br>with Denmark State Bank and has 30 years<br>of experience in the banking industry. She<br>began as a Teller and held various positions<br>including Personal Banker, Training<br>Coordinator, and most recently Executive<br>Assistant which included Shareholder<br>Relations. At Bank First, Lori assists the Bank’s<br>shareholders with all matters related to<br>stock investments, transaction documents,<br>shareholder communications, and the<br>coordination of the Bank’s Annual Report<br>and Annual Meeting of Shareholders.<br>LISA MALEWISKI has been promoted<br>to Branch Manager – Officer. Lisa joined<br>Bank First as Branch Manager in August<br>2022 through the merger with<br>Denmark State Bank and has<br>six years of experience in the<br>banking industry. Lisa began her<br>career in banking as a Financial<br>Services Representative and<br>was quickly promoted to<br>Personal Banker, then Assistant<br>Branch Manager.<br>EVELYN GREEN has been<br>promoted to Vice President –<br>Branch Manager of the Bank’s<br>Plymouth office. Evelyn began<br>her career at Bank First in 2017<br>with over 40 years of banking<br>experience and is a member of<br>the retail banking team serving<br>in Plymouth. Active in her com-munity, Evelyn serves on the<br>board of directors of Big Broth-ers Big Sisters Wisconsin Shore-line. She is also a firm believer<br>in assisting aging seniors by vol-unteering her time delivering for<br>Meals on Wheels and partici-pating in other activities.<br>SHANNON KLAHN has been<br>promoted to Vice President -<br>Administration. Shannon joined<br>the Bank in 2014 and during her<br>tenure has served as Business<br>Analyst, Marketing Communi-cations Officer, and most recently Assistant<br>Executive Officer. Shannon will continue<br>to support the Chief Executive Officer and<br>Senior Management team with the overall<br>strategic and operational performance of<br>the Bank. In addition, she will play a larger<br>role in providing operational input for the<br>Bank, serve as a catalyst for continuous<br>improvement, help maintain the culture<br>of the Bank, and enhance employee en-gagement. Shannon earned her bachelor<br>of business administration degree from the<br>UW – Madison and her master of business<br>administration degree from the UW – Mil-waukee. Shannon recently completed her<br>tenure on the Board of Directors of Family<br>Service Association of Sheboygan and Ad-vocacy Programs of Sheboygan. She also<br>serves on the Officials Committee of the<br>American Barefoot Club, a division of U.S.A.<br>Waterski.<br>SCOTT TUMA has been promoted to Vice<br>President – Enterprise Risk Management.<br>Scott joined Bank First in 2014 and has<br>served as the Banks’ Card Operations<br>Manager and in 2019 was promoted to<br>Enterprise Risk Manager. Over the past three<br>years, Scott has significantly transformed<br>the Enterprise Risk Management function<br>of Bank First. Scott will continue to ensure<br>Bank First maintains optimum compliance<br>with Federal and State laws, rules and<br>regulations, as well as internal policies<br>and procedures. He is also responsible for<br>the management of information security<br>systems, vendor management, internal<br>audit, and third-party exams. Scott earned<br>his bachelor of business administration<br>degree in economics from UW – Green Bay<br>and his masters of business administration<br>degree from Lakeland University.<br>EMILY ZUCCHI has been promoted to<br>Marketing Officer. Emily joined Bank First<br>in 2019 as Marketing Specialist and was<br>promoted to Digital Marketing Manager<br>in February 2021. Emily will continue to<br>assist the Bank’s marketing department in<br>the conception, execution, tracking, and<br>continual optimization of its marketing and<br>public relations initiatives, concentrating in<br>the Bank’s digital marketing strategies. Emily<br>earned her bachelor’s degree in marketing<br>at UW – La Crosse. Emily participated in<br>Leadership Manitowoc County from 2021-<br>2022 and recently joined 100+ Women Who<br>Care Manitowoc County. Emily volunteers<br>at many Bank First organized events such<br>as Adopt-A-Highway, Make a Difference<br>Day, and the Power of Community Week.<br>AMBROSIUS<br>OMDAHL<br>ZUCCHI<br>SISEL<br>MALEWISKI<br>GREEN<br>KLAHN TUMA DOMINO
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