8-K

Bank First Corp (BFC)

8-K 2021-04-20 For: 2021-04-20
View Original
Added on April 06, 2026

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) April 20, 2021

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 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 2.02 Results of Operations and Financial Condition.

On April 20, 2021, Bank First Corporation (the “Company”) announced its earnings for the quarter ended March 31, 2021. A copy of the press release 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 2.02 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 2.02 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 7.01 Regulation FD Disclosure

On April 20, 2021, the Company renewed its share repurchase program, pursuant to which the Company may repurchase up to $12 million of its common stock, par value $0.01 per share, for a period of one (1) year, ending on April 19, 2022. The Company may repurchase shares from time to time in open market transactions or through privately negotiated transactions at the Company’s discretion and in accordance with applicable securities laws. The timing, price, volume and nature of any share repurchases will be based on market conditions and other factors.

Pursuant to General Instruction B.2 of Form 8-K, the information in this Item 7.01 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 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> Number Description of Exhibit
99.1 Press Release, dated April 20, 2021
104 Cover<br>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: April 20, 2021 By: /s/ Kevin M. LeMahieu
Kevin M. LeMahieu
Chief Financial Officer

Exhibit 99.1

NEWS<br><br><br><br>release

P.O. Box 10, Manitowoc, WI 54221-0010

For further information,contact:

Kevin M LeMahieu, Chief Financial Officer

Phone: (920) 652-3200 / klemahieu@bankfirstwi.bank

FOR IMMEDIATE RELEASE

Bank First AnnouncesNet Income for the First Quarter of 2021

· Net income of $11.5 million and earnings per common share of $1.49 for the three months ended March 31, 2021
· Annualized return on average assets of 1.67% for the three months ended March 31, 2021, compared to 1.32% for the first quarter of 2020
· Annualized return on average common equity of 15.34% for the three months ended March 31, 2021, compared to 12.45% for the first quarter of 2020
· Quarterly cash dividend of $0.21 per share declared, matching prior quarter and an increase of 5.0% from prior-year first quarter

MANITOWOC, Wis, April 20, 2021 -- Bank First Corporation (NASDAQ: BFC) (“Bank First” or the “Bank”), the holding company for Bank First, N.A., reported net income of $11.5 million, or $1.49 per share, for the first quarter of 2021, compared with net income of $7.3 million, or $1.03 per share, for the prior-year first quarter.


OperatingResults


Net interest income during the first quarter of 2021 was $22.1 million, down $2.4 million from the previous quarter but up $3.5 million from the first quarter of 2020.

Throughout 2020, and continuing into 2021, Bank First has been a very active participant in the Paycheck Protection Program (“PPP”), a Small Business Administration (“SBA”) loan program aimed at supporting small business through the turbulent economic environment created by the COVID-19 pandemic (“COVID”). This program provides funds to small businesses with very favorable loan terms and allows for forgiveness by the SBA provided the funds are utilized by the companies as stipulated by the program. Under the original rollout of this program during 2020, Bank First originated over $279.6 million in loans to new and existing customers, $106.4 million of which remained unpaid and unforgiven as of March 31, 2021. Under the second phase of this program, which began during the first quarter of 2021, Bank First originated an additional $81.8 million in loans through March 31, 2021, with a robust remaining pipeline of applications in-process that should close during the coming months. In addition to providing much needed support to these small businesses, this program produced significant fee income for the Bank. Origination fees from the initial round of loans during 2020 totaled nearly $9.5 million, with an additional $3.9 million collected or due to be collected for loans originated during the first quarter of 2021. Under accounting rules, the Bank recognizes these fees as an addition to interest income over the contractual life of the related loan, with any remaining fee being fully recognized into interest income if the loan is paid off or forgiven prior to the original maturity date. As is the case with any institution participating in PPP originations over the last year, this accounting treatment will cause significant variations in the Bank’s interest income and interest margins quarter-to-quarter based on how many PPP loans are forgiven. Unrecognized PPP origination fees totaled $4.6 million and $2.6 million at March 31, 2021, and December 31, 2020, respectively. PPP origination fees accelerated due to prepayment or forgiveness of PPP loans during the first quarter of 2021 approximated $1.1 million.

Interest income related to purchase accounting entries, resulting from our acquisitions of other institutions over the last several years, increased net income (after tax) during the first quarter of 2021 by $0.4 million, or $0.05 per share, compared to $0.5 million, or $0.07 per share, and $0.8 million, or $0.11 per share, for the fourth and first quarters of 2020, respectively.

Net interest margin was 3.57% for the first quarter of 2021, compared to 4.01% for the previous quarter and 3.81% for the first quarter of 2020. The aforementioned purchase loan accounting entries added 0.09%, 0.12% and 0.20% to net interest margin for each of these periods, respectively.

Bank First recorded a provision for loan losses of $0.9 million during the first quarter of 2021, compared to $1.7 million and $1.0 million during the fourth and first quarters of 2020, respectively. Through the first three months of 2021, net charged-off loan amounts were negligible, compared to a net recovery of previously charged-off loans totaling $0.6 million during the first three months of 2020. Management continues to monitor the stress on the overall economy cause by COVID for any specific impacts on Bank First customers. As discussed later in this release, evidence of significant negative impacts have not been noted to date.

Noninterest income was $6.2 million during the first quarter of 2021, compared to $6.7 million and $3.9 million during the fourth and first quarters of 2020, respectively. Noninterest income for the fourth quarter of 2020 included a gain of $1.7 million related to the sale of a branch location. Excluding that gain, noninterest income increased by $1.2 million, or 23.1%, over the prior quarter and $2.3 million, or 59.4%, over the prior-year first quarter. Service charge income experienced a 60.2% increase over the first quarter of 2020, the result of continued benefits of added scale from integrating new markets from our recent acquisitions. Income from Bank First’s ownership in UFS, LLC declined $0.2 million and $0.5 million from the fourth and first quarters of 2020, respectively, the result of expense from an unfavorable sales tax audit as well as the absence of one-time de-conversion fees that existed during 2020. Finally, as was the case over the last several quarters, strong activity in sales of mortgage loans to the secondary market led to a large year-over-year increase in gains on these sales from $0.4 million in the first quarter of 2020 to $2.8 million in the first quarter of 2021.

Noninterest expense was $12.2 million in the first quarter of 2021, compared to $14.0 million and $12.7 million during the fourth and first quarters of 2020, respectively. Personnel expense totaled $7.1 million for the first quarter of 2021, compared to $7.6 million and $6.5 million for the fourth and first quarters of 2020, respectively. The negative variance to the prior year first quarter was due to added scale from the acquisition of Tomah Bancshares, Inc. (“Tomah”) during May 2020. The positive variance from the prior quarter was due to year-end incentive compensation adjustments made during the fourth quarter of 2020 based on very strong financial performance during that year. Occupancy, equipment and office expense declined $0.1 million from the fourth and first quarter of the prior year as we moved past expenses incurred during 2020 to equip a large portion of our staff to work remotely in response to COVID. Data processing expense declined from the fourth quarter of 2020 due to a one-time $0.1 million charge related to our branch sale during that quarter but increased from the first quarter of 2020 due to the added scale from the Tomah acquisition as well as accounts and relationships added during 2020 in coordination with the PPP loans. During the first quarter of 2020, as a result of the uncertainty caused by the onset of COVID, the Bank recognized $1.0 million in negative valuation adjustments on two large other real estate owned. During the first quarter of 2021 the Bank recognized gains of $0.1 million on sales of other real estate owned, causing a significant improvement in year-over-year first quarter profitability.


BalanceSheet

Total assets were $2.85 billion at March 31, 2021, a $128.2 million increase from December 31, 2020, and up $645.9 million from March 31, 2020. Total loans were $2.23 billion at March 31, 2021, up $37.4 million from December 31, 2020, and up $463.7 million from March 31, 2020. Excluding loans acquired in the Tomah acquisition and PPP

originations and repayments or forgiveness, loans grew by 8.8% over the trailing twelve months. Annualized loan growth during the first quarter of 2021 net of these same items amounted to 4.0%. Total deposits, nearly all of which remain core deposits, were $2.45 billion at March 31, 2021, up $127.1 million from December 31, 2020, and up $600.8 million from March 31, 2020. Noninterest-bearing demand deposits comprised 31.9% of the Bank’s total core deposits at March 31, 2020, compared to 31.2% and 25.8% at December 31 and March 31, 2020, respectively.

AssetQuality


Nonperforming assets at March 31, 2021, totaled $14.7 million, up from $14.0 million and $11.1 million at the end of the fourth and first quarters of 2020, respectively. Nonperforming assets to total assets remained level, ending the first quarter of 2021 at 0.52%, equaling the level at the end of the prior quarter and up from 0.51% from the end of the first quarter of 2020. After spiking to $23.0 million at the end of the second quarter of 2020, nonperforming assets have been well maintained due to a combination of government stimulus and very active management and support by our effective group of bankers. After topping out at $271.5 million during 2020, total balances on loans which were granted payment deferrals under the Coronavirus Aid, Relief, and Economic Security Act, as extended, ended the current quarter at $7.6 million.


CapitalPosition


Stockholders’ equity totaled $303.4 million at March 31, 2021, an increase of $8.6 million from the previous quarter and $65.8 million from March 31, 2020. The acquisition of Tomah during May 2020 added $29.4 million to capital. In addition, strong earnings served to increase capital while being offset by dividends totaling $1.6 million during the most recent quarter and $6.3 million during the trailing twelve months. Tangible book value per share of Bank First’s common stock experienced an annualized increase of 14.1% during the first quarter of 2021 and an increase during the trailing twelve months of 18.8%.


DividendDeclaration


Bank First’s Board of Directors approved a quarterly cash dividend of $0.21 per common share, payable on July 7, 2021, to shareholders of record as of June 23, 2021.

Bank First Corporation provides financial services through its subsidiary, Bank First, which was incorporated in 1894. The Bank is an independent community bank with 21 banking locations in Wisconsin. The Bank has grown through both acquisitions and de novo branch expansion. The Bank offers loan, deposit and treasury management products at each of its banking offices. Insurance services are available through our bond with Ansay & Associates, LLC. Trust, investment advisory and other financial services are offered through the Bank’s partnership with Legacy Private Trust, an alliance with Morgan Stanley and an affiliation with McKenzie Financial Services, LLC. The Bank is a co-owner of a data processing subsidiary, UFS, LLC, which provides data and technology services to banks in the Midwest. The Company employs approximately 299 full-time equivalent staff and has assets of approximately $2.8 billion. Further information about Bank First Corporation is available by clicking on the Investor Relations tab at www.BankFirstWI.bank.

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Forward LookingStatements: This news release may contain certain “forward-looking statements” that represent Bank First Corporation’sexpectations or beliefs concerning future events. Such forward-looking statements are about matters that are inherently subject to risksand uncertainties. Because of the risks and uncertainties inherent in forward looking statements, readers are cautioned not to placeundue reliance on them, whether included in this news release or made elsewhere from time to time by Bank First Corporation or on itsbehalf. Bank First Corporation disclaims any obligation to update such forward-looking statements. In addition, statements regardinghistorical stock price performance are not indicative of or guarantees of future price performance.

BankFirst Corporation

ConsolidatedFinancial Summary (Unaudited)

At or for the Three Months Ended
(In thousands, except per share data) 3/31/2021 12/31/2020 9/30/2020 6/30/2020 3/31/2020
Results of Operations:
Interest income $ 24,442 $ 27,094 $ 25,928 $ 24,382 $ 23,296
Interest expense 2,339 2,623 3,003 3,586 4,653
Net interest income 22,103 24,471 22,925 20,796 18,643
Provision for loan losses 900 1,650 1,350 3,150 975
Net interest income after provision for loan losses 21,203 22,821 21,575 17,646 17,668
Noninterest income 6,210 6,744 5,115 7,764 3,897
Noninterest expense 12,225 13,972 12,202 14,438 12,741
Income before income tax expense 15,188 15,593 14,488 10,972 8,824
Income tax expense 3,674 4,063 3,534 2,676 1,558
Net income $ 11,514 $ 11,530 $ 10,954 $ 8,296 $ 7,266
Earnings per common share - basic $ 1.49 $ 1.49 $ 1.42 $ 1.11 $ 1.03
Earnings per common share - diluted 1.49 1.49 1.42 1.11 1.02
Common Shares:
Basic weighted average 7,657,301 7,659,904 7,673,572 7,395,199 7,028,690
Diluted weighted average 7,677,976 7,682,101 7,691,326 7,405,995 7,128,246
Outstanding 7,729,216 7,709,497 7,729,762 7,733,457 7,155,955
Noninterest income / noninterest expense:
Service charges $ 1,467 $ 1,586 $ 1,343 $ 1,158 $ 916
Income from Ansay 725 169 970 710 891
Income from UFS 366 599 720 850 897
Loan servicing income 505 194 538 226 462
Net gain on sales of mortgage loans 2,811 2,214 1,304 1,332 460
Net gain on sales of securities - - - 3,233 -
Noninterest income from strategic alliances 17 26 16 16 17
Other noninterest income 319 1,956 224 239 254
Total noninterest income $ 6,210 $ 6,744 $ 5,115 $ 7,764 $ 3,897
Personnel expense $ 7,091 $ 7,604 $ 6,609 $ 6,608 $ 6,452
Occupancy, equipment and office 1,210 1,352 1,171 921 1,275
Data processing 1,393 1,519 1,463 1,334 1,199
Postage, stationery and supplies 197 204 219 277 172
Net (gain) loss on sales and valuations of other real estate owned (133 ) (16 ) (32 ) 467 976
Advertising 49 61 41 69 55
Charitable contributions 126 214 110 127 123
Outside service fees 755 1,029 888 1,394 801
Amortization of intangibles 351 522 418 362 334
Penalty for early extinguishment of debt - - - 1,323 -
Other noninterest expense 1,186 1,483 1,315 1,556 1,354
Total noninterest expense $ 12,225 $ 13,972 $ 12,202 $ 14,438 $ 12,741
Period-end balances:
Cash and cash equivalents $ 261,174 $ 170,219 $ 80,752 $ 177,231 $ 54,153
Investment securities available-for-sale, at fair value 167,940 165,039 173,334 174,067 172,070
Investment securities held-to-maturity, at cost 5,918 6,669 6,670 9,579 43,732
Loans 2,228,892 2,191,460 2,193,228 2,115,023 1,765,242
Allowance for loan losses (18,531 ) (17,658 ) (16,318 ) (16,071 ) (12,967 )
Premises and equipment 43,606 43,183 41,186 39,645 36,615
Goodwill and other intangibles, net 64,288 64,639 65,110 65,559 52,789
Other assets 92,912 94,465 95,285 92,878 88,686
Total assets 2,846,199 2,718,016 2,639,247 2,657,911 2,200,320
Deposits 2,448,035 2,320,963 2,271,040 2,263,145 1,847,209
Securities sold under repurchase agreements 47,631 36,377 23,894 57,442 35,786
Borrowings 30,467 40,969 45,657 43,721 67,377
Other liabilities 16,624 24,850 12,552 17,503 12,266
Total liabilities 2,542,757 2,423,159 2,353,143 2,381,811 1,962,638
Stockholders' equity 303,442 294,857 286,104 276,100 237,682
Book value per common share 39.26 38.25 37.01 35.70 33.21
Tangible book value per common share 31.42 30.35 29.12 27.76 26.44
Average balances:
Loans $ 2,196,142 $ 2,206,207 $ 2,140,008 $ 2,034,738 $ 1,744,576
Interest-earning assets 2,547,783 2,465,713 2,423,168 2,329,097 2,011,382
Total assets 2,750,471 2,671,967 2,626,136 2,520,882 2,196,662
Deposits 2,355,888 2,316,793 2,260,065 2,130,100 1,843,039
Interest-bearing liabilities 1,694,711 1,663,642 1,636,606 1,589,127 1,476,814
Goodwill and other intangibles, net 60,782 60,836 61,276 53,836 48,606
Stockholders' equity 300,331 289,916 281,656 256,529 233,470
Paycheck Protection Program ("PPP") loan information
PPP Loans (period end) $ 188,221 $ 172,424 $ 279,558 $ 278,149 $ -
PPP Loan Deferred Origination Fees (period end) 4,552 2,573 5,818 7,472 -
PPP Loans (average during the period) 174,242 235,325 279,337 221,138 -
Interest income recognized during the period (includes<br> recognized origination fees) 2,368 3,833 2,418 2,488 -
Financial ratios:
Return on average assets 1.67 % 1.71 % 1.67 % 1.32 % 1.32 %
Return on average common equity 15.34 % 15.78 % 15.56 % 12.94 % 12.45 %
Average equity to average assets 10.92 % 10.85 % 10.73 % 10.18 % 10.63 %
Stockholders' equity to assets 10.66 % 10.85 % 10.84 % 10.39 % 10.80 %
Tangible equity to tangible assets 8.72 % 8.80 % 8.73 % 8.27 % 8.79 %
Loan yield 4.34 % 4.62 % 4.65 % 4.66 % 5.07 %
Earning asset yield 3.95 % 4.44 % 4.33 % 4.29 % 4.74 %
Cost of funds 0.56 % 0.63 % 0.73 % 0.91 % 1.27 %
Net interest margin, taxable equivalent 3.57 % 4.01 % 3.84 % 3.67 % 3.81 %
Net loan charge-offs to average loans 0.00 % 0.01 % 0.20 % 0.01 % -0.14 %
Nonperforming loans to total loans 0.63 % 0.57 % 0.84 % 1.09 % 0.42 %
Nonperforming assets to total assets 0.52 % 0.52 % 0.79 % 0.94 % 0.51 %
Allowance for loan losses to loans 0.83 % 0.81 % 0.74 % 0.76 % 0.73 %

BankFirst Corporation

Averageassets, liabilities and stockholders' equity, and average rates earned or paid

Three Months Ended
March 31, 2021 March 31, 2020
Average<br> Balance Interest<br> Income/<br> Expenses<br> (1) Rate Earned/<br> Paid (1) Average<br> Balance Interest<br> Income/<br> Expenses<br> (1) Rate Earned/<br> Paid (1)
(dollars in thousands)
ASSETS
Interest-earning assets
Loans (2)
Taxable $ 2,102,261 $ 90,976 4.33 % $ 1,625,872 $ 82,371 5.07 %
Tax-exempt 93,881 4,331 4.61 % 118,704 6,065 5.11 %
Securities
Taxable (available for sale) 100,566 2,657 2.64 % 133,777 3,563 2.66 %
Tax-exempt (available for sale) 71,283 2,259 3.17 % 55,515 1,881 3.39 %
Taxable (held to maturity) - - - 33,526 807 2.41 %
Tax-exempt (held to maturity) 6,661 166 2.49 % 10,207 280 2.74 %
Cash and due from banks 173,131 158 0.09 % 33,781 455 1.35 %
Total interest-earning assets 2,547,783 100,547 3.95 % 2,011,382 95,422 4.74 %
Non interest-earning assets 220,723 198,247
Allowance for loan losses (18,035 ) (12,967 )
Total assets $ 2,750,471 $ 2,196,662
LIABILITIES AND SHAREHOLDERS' EQUITY
Interest-bearing deposits
Checking accounts $ 221,489 $ 256 0.12 % $ 190,823 $ 1,633 0.86 %
Savings accounts 434,697 1,571 0.36 % 303,311 2,445 0.81 %
Money market accounts 626,857 2,137 0.34 % 498,815 4,541 0.91 %
Certificates of deposit 316,677 4,240 1.34 % 364,831 7,439 2.04 %
Brokered Deposits 18,249 516 2.83 % 15,581 470 3.02 %
Total interest bearing deposits 1,617,969 8,720 0.54 % 1,373,361 16,528 1.20 %
Other borrowed funds 76,742 767 1.00 % 103,453 2,185 2.11 %
Total interest-bearing liabilities 1,694,711 9,487 0.56 % 1,476,814 18,713 1.27 %
Non-interest bearing liabilities
Demand Deposits 737,919 469,678
Other liabilities 17,510 16,700
Total Liabilities 2,450,140 1,963,192
Shareholders' equity 300,331 233,470
Total liabilities & sharesholders' equity $ 2,750,471 $ 2,196,662
Net interest income on a fully taxable equivalent basis 91,060 76,709
Less taxable equivalent adjustment (1,419 ) (1,727 )
Net interest income $ 89,641 $ 74,982
Net interest spread (3) 3.39 % 3.48 %
Net interest margin (4) 3.57 % 3.81 %

(1) Annualized on a fully taxable equivalent basis calculated using a federal tax rate of 21%.

(2) Nonaccrual loans are included in average amounts outstanding.

(3) Represents the difference between the weighted average yield on interest-earning assets and the weighted average cost of interest-bearing liabilities.

(4) Represents net interest income on a fully tax equivalent basis as a percentage of average interest-earning assets.