8-K

Bank First Corp (BFC)

8-K 2021-01-19 For: 2021-01-19
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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) January<br> 19, 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 January 19, 2021, Bank First Corporation (the “Corporation”) announced its earnings for the quarter ended December 31, 2020. 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 9.01 Financial Statements andExhibits.

(d) Exhibits
Exhibit<br><br> Number Description<br> of Exhibit
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99.1 Press Release, dated January 19, 2021
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: January 19, 2021 By: /s/ Kevin M. LeMahieu
Kevin M. LeMahieu
Chief Financial Officer

Exhibit 99.1

NEWS<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

BankFirst Announces Net Income for the Fourth Quarter of 2020

· Net income of $11.5 and $38.0 millionfor the three months and year ended December 31, 2020
· Earnings per common share of $1.49and $5.07 for the three months and year ended December 31, 2020
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· Annualized return on average assetsof 1.71% and 1.52% for the three months and year ended December 31, 2020
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· Quarterly cash dividend of $0.21 pershare declared, matching prior quarter and an increase of 5.0% from prior-year fourth quarter
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MANITOWOC, Wis, January 19, 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 fourth quarter of 2020, compared with net income of $7.5 million, or $1.05 per share, for the respective prior-year period. For the year ended December 31, 2020, Bank First earned $38.0 million, or $5.07 per share, compared to $26.7 million, or $3.91 per share for the year ended December 31, 2019.


Operating Results

Net interest income (“NII”) during the fourth quarter of 2020 was $24.5 million, up $1.5 million from the previous quarter and up $5.7 million from the fourth quarter of 2019. NII for the year ended December 31, 2020 was $86.8 million, up from $69.7 million during the prior year.

NII related to purchase accounting entries, resulting from Bank First’s purchases of Waupaca Bancorporation, Inc. (“Waupaca”) during the fourth quarter of 2017, Partnership Community Bancshares, Inc. (“Partnership”) during the third quarter of 2019, and Tomah Bancshares, Inc. (“Tomah”) during the second quarter of 2020 increased net income (after tax) during the fourth quarter of 2020 by $0.5 million, or $0.07 per share, compared to $1.1 million, or $0.16 per share, for the fourth quarter of 2019. For the years ended December 31, 2020 and 2019, the impact of these purchase accounting entries increased net income (after tax) by $3.1 million, or $0.41 per share, and $5.1 million, or $0.74 per share, respectively.

Net interest margin (“NIM”) was 4.01% for the fourth quarter of 2020, compared to 3.85% for the fourth quarter of 2019. The aforementioned purchase accounting entries added 0.12% and 0.30% to NIM for each of these periods, respectively. NIM was 3.84% for the year ended December 31, 2020, including 0.18% from the impact of purchase accounting entries, compared to 3.95%, including 0.37% from the impact of purchase accounting entries, for the year ended December 31, 2019.

Bank First recorded a provision for loan losses of $1.7 million during the fourth quarter of 2020, compared to $1.1 million during the fourth quarter of 2019. Provision expense was $7.1 million for the year ended December 31, 2020, compared to $5.3 million for the prior year. Net loan charge-offs totaled $0.3 million during the fourth quarter of 2020 and $0.9 million for the full year ended December 31, 2020. Management continues to monitor the stress on the overall economy caused by the COVID-19 pandemic, as well as specific impacts on Bank First customers. These factors will guide assessments of the adequacy of the allowance for loan losses in future quarters. As discussed later in this release, these impacts were minimal through the end of 2020.

Noninterest income was $6.7 million for the fourth quarter of 2020, compared to $3.2 million for the fourth quarter of 2019. During December 2020 Bank First sold its Chetek, Wisconsin branch location to another institution, resulting in a gain on sale of $1.7 million. Expenses related to this sale totaled $0.3 million during the quarter, and are included in noninterest expense. As in other quarters during 2020, strong activity in sales of mortgage loans to the secondary market led to a large year-over-year increase in net gains on these sales, totaling $2.2 million during the fourth quarter of 2020, compared to $0.6 million during the fourth quarter of 2019. Service charges earned by the Bank increased from $1.1 million during the fourth quarter of 2019 to $1.6 million during the fourth quarter of 2020, continuing to reflect the increased scale resulting from the Bank’s recent acquisitions. Income from Bank First’s ownership in Ansay & Associates, LLC, totaled $0.2 million during the fourth quarter of 2020, comparing favorably to $0.1 million during the prior-year fourth quarter, but declining from the first three quarters of 2020. The agency’s top three carriers had negative claim trends during 2020 that had a corresponding negative impact on the agency’s projected contingency income for the year, leading to an unfavorable adjustment in the fourth quarter. Finally, servicing fee income was negatively impacted during the fourth quarter of 2020 by an adjustment to the value of mortgage servicing rights on Bank First’s balance sheet totaling $0.4 million.

Noninterest expense was $14.0 million for the fourth quarter of 2020, compared to $12.2 million during the previous quarter and $11.2 million during the fourth quarter of 2019. Personnel expense totaled $7.6 million during the fourth quarter of 2020, compared to $6.6 million during the prior quarter, and $5.9 million during the prior year fourth quarter. Personnel expenses during the fourth quarter of 2020 included approximately $0.7 million in one-time bonus accruals and payments for employees who have incentive compensation tied to Bank profitability goals. These adjustments were necessary based on the Bank’s strong financial results for 2020. Occupancy, equipment and office expenses were elevated during the fourth quarter of 2020 as the Bank took advantage of branch closures to complete large scale remodel projects in several of our branch locations. Data processing expense continued to be elevated during the fourth quarter of 2020 due to higher “per-account” charges as a result of additional customer relationships from the acquisitions of Partnership and Tomah, as well as accounts and relationships added during the origination of Paycheck Protection Program (“PPP”) loans. In addition to these items, a one-time charge to data processing expense of $0.1 million was incurred as a result of booking PPP loans earlier in the year. As mentioned previously in this release, costs associated with the sale of the Chetek location marginally increased personnel, data processing, outside service fee and amortization expense.


Balance Sheet

Total assets were $2.72 billion at December 31, 2020, up $507.8 million from December 31, 2019. Total loans were $2.19 billion at December 31, 2020, up $455.1 million from December 31, 2019. Purchased loan balances included in the acquisition of Tomah during May 2020 totaled $111.9 million. Of the $279.6 million in PPP loans originated by Bank First during the second and third quarters of 2020, $171.2 million remained at year-end. Excluding the impact of acquired and PPP loans, Bank First experienced 9.5% loan growth during 2020, including annualized growth of 22.3% during the fourth quarter, as it gained market share in its communities by capitalizing on new relationships formed through its ability to assist businesses during the first half of 2020 when their former financial institutions were unresponsive. Total deposits, nearly all of which remain core deposits, were $2.32 billion at December 31, 2020, up $477.7 million from December 31, 2019. Deposit balances assumed during the acquisition of Tomah in May 2020 totaled $171.1 million. Noninterest-bearing demand deposits increased $242.8 million during 2020, comprising 31.2% of total deposits at December 31, 2020 compared to 26.2% one year earlier.

Asset Quality

Nonperforming assets at December 31, 2020 totaled $14.0 million, down from $20.8 million at the end of the prior quarter, but up from $11.5 million at the end of the fourth quarter of 2019. Nonperforming assets to total assets ended the fourth quarter of 2020 at 0.52%, down from 0.79% at the end of the prior quarter, and matching the level at the end of fourth quarter of 2019. This quarter-over-quarter improvement continues the trend of improving asset quality that started during the third quarter of 2020. After ending the second quarter of 2020 at $23.0 million, nonaccrual loans declined to $10.8 million at year end. As noted in Bank First’s third quarter 2020 earnings update, the remaining balance of nonaccrual loans relates primarily to one commercial real estate loan in northern Wisconsin totaling $7.2 million which was moved to nonaccrual status in June 2020. While payments have remained current on this loan through year-end, the move to nonaccrual status was deemed prudent by management due to the loss of a significant tenant in the underlying commercial property.

Since the inception of the COVID-19 pandemic, Bank First has proactively worked with its customers to ensure that, consistent with the guidance of the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act, it is partnering with them to navigate the economic shocks resulting from legislative actions intended to slow the spread of the virus. As part of this process, payment deferrals were granted to over 625 Bank First customers on loans totaling over $271.5 million. At December 31, 2020, Bank First had less than $20.0 million remaining that were in some stage of deferral in coordination with the CARES Act.


Capital Position

Stockholders’ equity totaled $294.9 million at December 31, 2020, an increase of $64.6 million from the end of 2019. The acquisition of Tomah during May 2020 added $29.4 million to capital. Bank First’s repurchase of 74,462 shares at an average price of $58.65 during 2020 reduced capital by $4.4 million. Finally, continued strong earnings offset by dividends totaling $6.1 million during the year ended December 31, 2020, led to a majority of the remaining increase in capital year-to-date. Tangible book value per share of Bank First’s common stock saw an annualized increase of 16.9% during the fourth quarter of 2020, and an increase of 18.6% for the full year of 2020.



Dividend Declaration

Bank First’s Board of Directors approved a quarterly cash dividend of $0.21 per common share, payable on April 7, 2021, to shareholders of record as of March 24, 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 22 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 314 full-time equivalent staff and has assets of approximately $2.7 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 Looking Statements:This news release may contain certain “forward-looking statements” that represent Bank First Corporation’s expectationsor beliefs concerning future events. Such forward-looking statements are about matters that are inherently subject to risks anduncertainties. 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 oron its behalf. Bank First Corporation disclaims any obligation to update such forward-looking statements. In addition, statementsregarding historical stock price performance are not indicative of or guarantees of future price performance.

Bank First Corporation

Consolidated Financial Summary (Unaudited)

At or for the Three Months Ended At or for the Year Ended
(In thousands, except per share data) 12/31/2020 9/30/2020 6/30/2020 3/31/2020 12/31/2019 12/31/2020 12/31/2019
Results of Operations:
Interest income $ 27,094 $ 25,928 $ 24,382 $ 23,296 $ 23,795 $ 100,700 $ 89,165
Interest expense 2,623 3,003 3,586 4,653 5,015 13,865 19,498
Net interest income 24,471 22,925 20,796 18,643 18,780 86,835 69,667
Provision for loan losses 1,650 1,350 3,150 975 1,125 7,125 5,250
Net interest income after provision for loan losses 22,821 21,575 17,646 17,668 17,655 79,710 64,417
Noninterest income 6,744 5,115 7,764 3,897 3,211 23,520 12,632
Noninterest expense 13,972 12,202 14,438 12,741 11,182 53,353 42,760
Income before income tax expense 15,593 14,488 10,972 8,824 9,684 49,877 34,289
Income tax expense 4,063 3,534 2,676 1,558 2,225 11,831 7,595
Net income $ 11,530 $ 10,954 $ 8,296 $ 7,266 $ 7,459 $ 38,046 $ 26,694
Earnings per common share - basic $ 1.49 $ 1.42 $ 1.11 $ 1.03 $ 1.05 $ 5.07 $ 3.91
Earnings per common share - diluted 1.49 1.42 1.11 1.02 1.04 5.07 3.87
Common Shares:
Basic weighted average 7,659,904 7,673,572 7,395,199 7,028,690 7,084,728 7,441,256 6,820,225
Diluted weighted average 7,682,101 7,691,326 7,405,995 7,128,247 7,182,854 7,481,077 6,902,616
Outstanding 7,709,497 7,729,762 7,733,457 7,155,955 7,084,728 7,709,497 7,084,728
Noninterest income / noninterest expense:
Service charges $ 1,586 $ 1,343 $ 1,158 $ 916 $ 1,110 $ 5,003 $ 3,506
Income from Ansay 169 970 710 891 55 2,740 1,792
Income from UFS 599 720 850 897 842 3,066 2,935
Loan servicing income 194 538 226 462 (291 ) 1,420 550
Net gain on sales of mortgage loans 2,214 1,304 1,332 460 627 5,310 1,401
Net gain on sales of securities - - 3,233 - 611 3,233 868
Noninterest income from strategic alliances 26 16 16 17 21 75 95
Other noninterest income 1,956 224 239 254 236 2,673 1,485
Total noninterest income $ 6,744 $ 5,115 $ 7,764 $ 3,897 $ 3,211 $ 23,520 $ 12,632
Personnel expense $ 7,604 $ 6,609 $ 6,608 $ 6,452 $ 5,918 $ 27,273 $ 22,903
Occupancy, equipment and office 1,352 1,171 921 1,275 1,103 4,719 3,860
Data processing 1,519 1,463 1,334 1,199 1,478 5,515 4,509
Postage, stationery and supplies 204 219 277 172 141 872 591
Net (gain) loss on sales and valuations of other real estate owned (16 ) (32 ) 467 976 36 1,395 (73 )
Advertising 61 41 69 55 88 226 268
Charitable contributions 214 110 127 123 69 574 566
Outside service fees 1,029 888 1,394 801 204 4,112 3,041
Amortization of intangibles 522 418 362 334 373 1,636 1,069
Penalty for early extinguishment of debt - - 1,323 - - 1,323 -
Other noninterest expense 1,483 1,315 1,556 1,354 1,772 5,708 6,026
Total noninterest expense $ 13,972 $ 12,202 $ 14,438 $ 12,741 $ 11,182 $ 53,353 $ 42,760
Period-end balances:
Loans $ 2,191,460 $ 2,193,228 $ 2,115,023 $ 1,765,242 $ 1,736,343 $ 2,191,460 $ 1,736,343
Allowance for loan losses 17,658 16,318 16,071 12,967 11,396 17,658 11,396
Investment securities available-for-sale, at fair value 165,039 173,334 174,067 172,070 181,506 165,039 181,506
Investment securities held-to-maturity, at cost 6,669 6,670 9,579 43,732 43,734 6,669 43,734
Goodwill and other intangibles, net 64,639 65,110 65,559 52,789 53,122 64,639 53,122
Total assets 2,718,016 2,639,247 2,657,911 2,200,320 2,210,168 2,718,016 2,210,168
Deposits 2,320,963 2,271,040 2,263,145 1,847,209 1,843,311 2,320,963 1,843,311
Stockholders' equity 294,857 286,104 276,100 237,682 230,211 294,857 230,211
Book value per common share 38.25 37.01 35.70 33.21 32.49 38.25 32.49
Tangible book value per common share 30.35 29.12 27.76 26.44 25.60 30.35 25.60
Average balances:
Loans $ 2,206,207 $ 2,140,008 $ 2,034,738 $ 1,744,576 $ 1,718,705 $ 2,032,157 $ 1,565,261
Interest-earning assets 2,465,713 2,423,168 2,329,097 2,011,382 1,976,420 2,308,095 1,809,099
Total assets 2,671,967 2,626,136 2,520,882 2,196,662 2,160,080 2,504,682 1,954,353
Deposits 2,316,793 2,260,065 2,130,100 1,843,039 1,835,430 2,135,107 1,684,566
Interest-bearing liabilities 1,663,642 1,636,606 1,589,127 1,476,814 1,373,320 1,588,650 1,242,788
Goodwill and other intangibles, net 60,836 61,276 53,836 48,606 49,071 56,191 31,525
Stockholders' equity 289,916 281,656 256,529 233,470 228,404 265,504 203,178
Financial ratios:
Return on average assets 1.71 % 1.67 % 1.32 % 1.32 % 1.37 % 1.52 % 1.37 %
Return on average common equity 15.78 % 15.56 % 12.94 % 12.45 % 12.96 % 14.33 % 13.14 %
Average equity to average assets 10.85 % 10.73 % 10.18 % 10.63 % 10.57 % 10.60 % 10.40 %
Stockholders' equity to assets 10.85 % 10.84 % 10.39 % 10.80 % 10.42 % 10.85 % 10.42 %
Tangible equity to tangible assets 8.80 % 8.73 % 8.27 % 8.79 % 8.39 % 8.80 % 8.39 %
Loan yield 4.62 % 4.65 % 4.66 % 5.07 % 5.22 % 4.69 % 5.30 %
Earning asset yield 4.44 % 4.33 % 4.29 % 4.74 % 4.86 % 4.44 % 5.02 %
Cost of funds 0.63 % 0.73 % 0.91 % 1.27 % 1.45 % 0.87 % 1.57 %
Net interest margin, taxable equivalent 4.01 % 3.84 % 3.67 % 3.81 % 3.85 % 3.84 % 3.95 %
Net loan charge-offs to average loans 0.01 % 0.20 % 0.01 % -0.14 % -0.01 % 0.04 % 0.39 %
Nonperforming loans to total loans 0.57 % 0.84 % 1.09 % 0.42 % 0.31 % 0.57 % 0.31 %
Nonperforming assets to total assets 0.52 % 0.79 % 0.94 % 0.51 % 0.52 % 0.52 % 0.52 %
Allowance for loan losses to loans 0.81 % 0.74 % 0.76 % 0.73 % 0.66 % 0.81 % 0.66 %