UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
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:
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
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(Address of principal executive offices) | (Zip Code) |
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(Registrant’s telephone number, including area code)
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.
Indicate by check mark whether the registrant has submitted electronically, if any, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ | |
Non-accelerated filer ☐ | Smaller reporting company |
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
| Trading Symbol(s) |
| Name on each exchange on which registered |
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The number of shares of the issuer’s common stock, par value $0.01, outstanding as of November 9, 2023 was
TABLE OF CONTENTS
2
PART I – FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS:
BANK FIRST CORPORATION
Consolidated Balance Sheets
(In thousands, except share and per share data)
September 30, 2023 |
| December 31, 2022 | ||||
(Unaudited) | (Audited) | |||||
Assets | ||||||
Cash and due from banks | $ | | $ | | ||
Interest-bearing deposits |
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Cash and cash equivalents |
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Securities held to maturity, at amortized cost ($ |
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Securities available for sale, at fair value ($ |
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Loans held for sale | | | ||||
Loans | | | ||||
Allowance for credit losses - loans ("ACL-Loans") | ( | ( | ||||
Loans, net |
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Premises and equipment, net |
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Goodwill |
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Other investments |
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Cash value of life insurance |
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Core deposit intangibles, net |
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Mortgage servicing rights ("MSR") | | | ||||
Other real estate owned (“OREO”) |
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Investment in minority-owned subsidiaries |
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Other assets |
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TOTAL ASSETS | $ | | $ | | ||
Liabilities and Stockholders’ Equity |
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Liabilities: |
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Deposits: |
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Interest-bearing deposits | $ | | $ | | ||
Noninterest-bearing deposits |
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Total deposits |
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Securities sold under repurchase agreements |
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Notes payable |
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Subordinated notes |
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Junior subordinated debentures | | — | ||||
Other liabilities |
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Total liabilities |
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Stockholders’ equity: |
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Serial preferred stock - $ |
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Authorized - |
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Common stock - $ |
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Authorized - |
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Issued - |
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Outstanding - |
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Additional paid-in capital |
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Retained earnings |
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Treasury stock, at cost - |
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Accumulated other comprehensive loss |
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Total stockholders’ equity |
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TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | | $ | |
See accompanying notes to consolidated financial statements.
3
ITEM 1. Financial Statements Continued:
BANK FIRST CORPORATION
Consolidated Statements of Income
(In thousands, except per share data) (Unaudited)
| Three months ended September 30, | Nine months ended September 30, | |||||||||||
2023 |
| 2022 |
| 2023 |
| 2022 | |||||||
Interest income: | |||||||||||||
Loans, including fees | $ | | $ | | $ | | $ | | |||||
Securities: |
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Taxable |
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Tax-exempt |
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Other |
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Total interest income |
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Interest expense: |
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Deposits |
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Securities sold under repurchase agreements |
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Borrowed funds |
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Total interest expense |
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Net interest income |
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Provision for credit losses |
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Net interest income after provision for credit losses |
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Noninterest income: |
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Service charges |
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Income from Ansay and Associates, LLC (“Ansay”) |
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Income from UFS, LLC (“UFS”) |
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Loan servicing income |
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Valuation adjustment on MSR | | | | | |||||||||
Net gain on sales of mortgage loans |
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Other |
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Total noninterest income |
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Noninterest expense: |
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Salaries, commissions, and employee benefits |
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Occupancy |
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Data processing |
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Postage, stationery, and supplies |
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Net loss (gain) on sales and valuations of OREO | | — | | ( | |||||||||
Net loss on sale of securities | — | — | | — | |||||||||
Advertising |
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Charitable contributions |
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Outside service fees |
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Amortization of intangibles |
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Other |
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Total noninterest expense |
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Income before provision for income taxes |
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Provision for income taxes |
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Net Income | $ | | $ | | $ | | $ | | |||||
Earnings per share - basic | $ | $ | | $ | $ | | |||||||
Earnings per share - diluted | $ | $ | | $ | $ | |
See accompanying notes to unaudited consolidated financial statements
4
ITEM 1. Financial Statements Continued:
BANK FIRST CORPORATION
Consolidated Statements of Comprehensive Income
(In thousands) (Unaudited)
Three Months Ended | Nine Months Ended | ||||||||||||
September 30, | September 30, | ||||||||||||
| 2023 |
| 2022 |
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Net Income | $ | | $ | | $ | | $ | | |||||
Other comprehensive income (loss): |
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Unrealized losses on available for sale securities: |
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Unrealized holding losses arising during period |
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Amortization of unrealized holding gains on securities transferred from available for sale to held to maturity |
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Reclassification adjustment for losses included in net income |
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Income tax benefit |
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Total other comprehensive loss |
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Comprehensive income | $ | | $ | | $ | | $ | |
See accompanying notes to unaudited consolidated financial statements.
5
ITEM 1. Financial Statements Continued:
BANK FIRST CORPORATION
Consolidated Statement of Stockholders’ Equity
(In thousands, except share and per share data) (Unaudited)
Accumulated | |||||||||||||||||||||
Serial | Additional | Other | Total | ||||||||||||||||||
Preferred | Common | Paid-in | Retained | Treasury | Comprehensive | Stockholders' | |||||||||||||||
| Stock |
| Stock |
| Capital |
| Earnings |
| Stock |
| Income (loss) |
| Equity | ||||||||
Balance at January 1, 2022 | $ | — | $ | | $ | | $ | | $ | ( | $ | | $ | | |||||||
Net income |
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Other comprehensive loss |
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Purchase of treasury stock |
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Sale of treasury stock |
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Cash dividends ($ |
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Amortization of stock-based compensation |
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Vesting of restricted stock awards |
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Balance at March 31, 2022 | — | | | | ( | ( | | ||||||||||||||
Net income |
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Other comprehensive loss |
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Purchase of treasury stock |
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Sale of treasury stock |
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Cash dividends ($ |
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Amortization of stock-based compensation |
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Balance at June 30, 2022 | — | | | | ( | ( | | ||||||||||||||
Net income | — | — | — | | — | — | | ||||||||||||||
Other comprehensive loss | — | — | — | — | — | ( | ( | ||||||||||||||
Purchase of treasury stock | — | — | — | — | ( | — | ( | ||||||||||||||
Sale of treasury stock | — | — | — | — | | — | | ||||||||||||||
Cash dividends ($ | — | — | — | ( | — | — | ( | ||||||||||||||
Amortization of stock-based compensation | — | — | | — | — | — | | ||||||||||||||
Shares issued in the acquisition of Denmark Bancshares, Inc. ( | — | | | — | — | — | | ||||||||||||||
Balance at September 30, 2022 | $ | — | $ | |