What changed in this filing

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Item 1. Financial Statements

2024-11-12 compared with 2024-08-07 · 74 added, 72 removed, 497 unchanged (23% of the section changed)

3 unchanged sentences

(In thousands) (Unaudited)

Six Months Ended June 30,

Nine Months Ended September 30,

Cash flows from financing activities, net of effects of business combination:

Net decrease in deposits

Net increase (decrease) in deposits

Net decrease in securities sold under repurchase agreements

5 unchanged sentences

Repurchase of common stock

Net cash used in financing activities

Net cash provided by (used in) financing activities

Net decrease in cash and cash equivalents

42 unchanged sentences

This ASU modifies the disclosure or presentation requirements of a variety of Topics in the Codification.

Certain of the amendments represent clarifications to or technical corrections of the current requirements.

The amendments in this ASU are expected to clarify or improve disclosure and presentation requirements for certain codification topics.

The effective date for each amendment will be the date on which the Security and Exchange Commission’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited.

6 unchanged sentences

This update is effective for annual periods beginning after December 15, 2023, applied retrospectively to all periods presented.

The Company does not currently expect adoption of the amendment to have a material impact on its consolidated financial statements.

The Company does not currently expect adoption of the amendment to have a material impact on its consolidated financial statement disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

42 unchanged sentences

Under the two-class method, earnings available to common shareholders for the period are allocated between common shareholders and participating securities according to dividends declared (or accumulated) and participation rights in undistributed earnings.

There were no anti-dilutive stock options for the six months ended June 30, 2024 or 2023.

There were no anti-dilutive stock options for the nine months ended September 30, 2024 or 2023.

The following table presents the factors used in the earnings per share computations for the period indicated:

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

Net income available to common shareholders

4 unchanged sentences

Average shares

Basic earnings per common shares

Basic earnings per common share

Net income available to common shareholders

6 unchanged sentences

The following is a summary of available for sale securities:

June 30, 2024

September 30, 2024

Obligations of U.S.

13 unchanged sentences

The following is a summary of held to maturity securities:

June 30, 2024

September 30, 2024

Treasury securities

8 unchanged sentences

Greater Than 12 Months

June 30, 2024 - Available for Sale

September 30, 2024 - Available for Sale

Obligations of U.S.

3 unchanged sentences

Corporate notes

June 30, 2024 - Held to Maturity

September 30, 2024 - Held to Maturity

Treasury securities

9 unchanged sentences

Obligations of states and political subdivisions

As of June 30, 2024, no allowance for credit losses has been recognized on available for sale securities in an unrealized loss position as the Company does not believe any of the debt securities are credit impaired.

As of September 30, 2024, no allowance for credit losses has been recognized on available for sale securities in an unrealized loss position as the Company does not believe any of the debt securities are credit impaired.

This is based on the Company’s analysis of the risk characteristics, including credit ratings, and other qualitative factors related to these securities.

The issuers of these securities continue to make timely principal and interest payments under the contractual terms of the securities.

As of June 30, 2024, the Company did not intend to sell these securities and it was more likely than not that the Company would not be required to sell the debt securities before recovery of their amortized cost, which may be at maturity.

As of September 30, 2024, the Company did not intend to sell these securities and it was more likely than not that the Company would not be required to sell the debt securities before recovery of their amortized cost, which may be at maturity.

The unrealized losses have occurred as a result of changes in interest rates, market spreads and market conditions subsequent to purchase, not credit deterioration.

1 unchanged sentence

Treasury securities have the full faith and credit backing of the United States Government.

The following is a summary of amortized cost and estimated fair value of securities by contractual maturity as of June 30, 2024.

The following is a summary of amortized cost and estimated fair value of securities by contractual maturity as of September 30, 2024.

Contractual maturities will differ from expected maturities for mortgage-backed securities because borrowers may have the right to call or prepay obligations without penalties.

6 unchanged sentences

Mortgage-backed securities

As of June 30, 2024 and December 31, 2023, the carrying values of securities pledged to secure public deposits, securities sold under repurchase agreements, and for other purposes required or permitted by law were approximately $ 160.4 million and $ 204.8 million, respectively.

There were no sales of securities available for sale during the three months ended June 30, 2024 or 2023.

Sales of securities available for sale produced $ 10.2 million in proceeds with immaterial gross losses for the six months ended June 30, 2024.

Sales of securities available for sale produced $ 34.2 million in proceeds, $ 0.1 million in gross gains and $ 0.2 million in gross losses for the six months ended June 30, 2023.

As of September 30, 2024 and December 31, 2023, the carrying values of securities pledged to secure public deposits, securities sold under repurchase agreements, and for other purposes required or permitted by law were approximately $ 140.0 million and $ 204.8 million, respectively.

There were no sales of securities available for sale during the three months ended September 30, 2024 or 2023.

Sales of securities available for sale produced $ 10.2 million in proceeds with immaterial gross losses for the nine months ended September 30, 2024.

Sales of securities available for sale produced $ 34.2 million in proceeds, $ 0.1 million in gross gains and $ 0.2 million in gross losses for the nine months ended September 30, 2023.

NOTE 5 – LOANS, ALLOWANCE FOR CREDIT LOSSES, AND CREDIT QUALITY

The following table presents total loans by portfolio segment and class of loan as of June 30, 2024 and December 31, 2023:

The following table presents total loans by portfolio segment and class of loan as of September 30, 2024 and December 31, 2023:

Commercial/industrial

7 unchanged sentences

More information regarding the Company’s methodology related to the ACL-Loans can be found in the Company’s Annual Report.

The Company utilized the high-end range of the Federal Reserve Bank Open Market Committee forecast for national unemployment and the low-end range for national GDP growth at June 30, 2024 and December 31, 2023.

As of June 30, 2024, the Company anticipates the national unemployment rate to rise during the forecast period and the national GDP growth rate to decline.

Due to recent volatility in forecasts, the Company utilized long-term averages for the remaining loss drivers.

The Company utilized the high-end range of the Federal Reserve Bank Open Market Committee forecast for national unemployment and the low-end range for national GDP growth at September 30, 2024 and December 31, 2023.

As of September 30, 2024, the Company anticipates the national unemployment rate to rise during the forecast period and the national GDP growth rate to decline.

The Company utilized long-term averages for the remaining loss drivers.

A roll forward of the ACL-Loans is summarized as follows:

Three Months Ended

Six Months Ended

June 30, 2024

June 30, 2023

June 30, 2024

June 30, 2023

Nine Months Ended

September 30, 2024

September 30, 2023

September 30, 2024

September 30, 2023

December 31, 2023

3 unchanged sentences

Provision for credit losses

Net recoveries

Net (charge-offs) recoveries

Ending Balance

A summary of the activity in the ACL - Loans by loan type for the six months ended June 30, 2024 is summarized as follows:

A summary of the activity in the ACL - Loans by loan type for the nine months ended September 30, 2024 is summarized as follows:

Real Estate -

1 unchanged sentence

ACL - Loans - January 1, 2024

ACL - Loans - June 30, 2024

A summary of the activity in the ACL – Loans by loan type for the six months ended June 30, 2023 is summarized as follows:

ACL - Loans - September 30, 2024

A summary of the activity in the ACL – Loans by loan type for the nine months ended September 30, 2023 is summarized as follows:

Real Estate -

3 unchanged sentences

ACL - Loans on PCD loans acquired

ACL - Loans - June 30, 2023

ACL - Loans - September 30, 2023

In addition to the ACL-Loans, the Company has established an allowance for credit losses on unfunded commitments (“ACL-Unfunded Commitments”), classified in other liabilities on the consolidated balance sheets.

This allowance is maintained to absorb losses arising from unfunded loan commitments, and is determined quarterly based on methodology similar to the methodology for determining the ACL-Loans.

The ACL - Unfunded Commitments was $ 3.3 million and $ 3.8 million at June 30, 2024 and December 31, 2023, respectively.

The ACL - Unfunded Commitments was $ 2.9 million and $ 3.8 million at September 30, 2024 and December 31, 2023, respectively.

See Note 10 for further information on commitments.

The provision for credit losses is determined by the Company as the amount to be added to the ACL loss accounts for various types of financial instruments including loans, investment securities, and off-balance sheet credit exposures after net charge-offs have been deducted to bring the ACL to a level that, in management’s judgment, is necessary to absorb expected credit losses over the lives of the respective financial instruments.

The provision for credit losses is determined by the Company as the amount to be added to the ACL accounts for various types of financial instruments including loans, investment securities, and off-balance sheet credit exposures after net charge-offs have been deducted to bring the ACL to a level that, in management’s judgment, is necessary to absorb expected credit losses over the lives of the respective financial instruments.

The following table presents the components of the provision for credit losses.

Three Months Ended

Six Months Ended

June 30, 2024

June 30, 2023

June 30, 2024

June 30, 2023

Nine Months Ended

September 30, 2024

September 30, 2023

September 30, 2024

September 30, 2023

December 31, 2023

2 unchanged sentences

Total provision for credit losses

The Company’s past due and non-accrual loans as of June 30, 2024 is summarized as follows:

The Company’s past due and non-accrual loans as of September 30, 2024 is summarized as follows:

allocated ACL

11 unchanged sentences

Residential 1‑4 family

Interest recognized on non-accrual loans is considered immaterial to the consolidated financial statements for the six months ended June 30, 2024 and 2023.

Interest recognized on non-accrual loans is considered immaterial to the consolidated financial statements for the nine months ended September 30, 2024 and 2023.

A loan is considered to be collateral dependent when, based upon management’s assessment, the borrower is experiencing financial

6 unchanged sentences

Collateral Type

As of June 30, 2024

As of September 30, 2024

Business Assets

31 unchanged sentences

Amortized Cost Basis by Origination Year

As of June 30, 2024

As of September 30, 2024

Commercial/industrial

29 unchanged sentences

Total current-period gross charge-offs

Loans that were both experiencing financial difficulty and were modified during the six months ended June 30, 2024 and 2023, were insignificant to these consolidated financial statements.

Loans that were both experiencing financial difficulty and were modified during the nine months ended September 30, 2024 and 2023, were insignificant to these consolidated financial statements.

NOTE 6 – MORTGAGE SERVICING RIGHTS

9 unchanged sentences

Following is an analysis of activity in the MSR asset:

Six Months Ended

June 30, 2024

Nine Months Ended

September 30, 2024

December 31, 2023

8 unchanged sentences

Mortgage servicing rights as a percent of loans serviced for others

The primary economic assumptions utilized by the Company in measuring the value of MSRs were constant prepayment speeds of 7.8 and 7.5 months as of June 30, 2024 and December 31, 2023, respectively, and discount rates of 10.19 % as of each of those periods.

The primary economic assumptions utilized by the Company in measuring the value of MSRs were constant prepayment speeds of 8.4 and 7.5 months as of September 30, 2024 and December 31, 2023, respectively, and discount rates of 10.19 % as of each of those periods.

The constant prepayment speeds are obtained from publicly available sources for each of the loan programs the Company originates under.

1 unchanged sentence

The Company utilizes FHLB advances to fund liquidity.

The Company had outstanding balances borrowed from the FHLB of $ 90.5 million at June 30, 2024 and $ 35.5 million as of December 31, 2023.

The Company had outstanding balances borrowed from the FHLB of $ 135.5 million at September 30, 2024 and $ 35.5 million as of December 31, 2023.

The advances, rate, and maturities of FHLB advances were as follows:

September 30,

Fixed rate, fixed term

6 unchanged sentences

Fixed rate, fixed term

Adjustment due to purchase accounting

Future maturities of borrowings were as follows:

September 30,

1 year or less

As of June 30, 2024, the Company had borrowing availability at the FHLB totaling $ 737.1 million in addition to the existing borrowings noted in the tables above.

As of September 30, 2024, the Company had borrowing availability at the FHLB totaling $ 672.8 million in addition to the existing borrowings noted in the tables above.

NOTE 8 – SUBORDINATED NOTES AND JUNIOR SUBORDINATED DEBENTURES

3 unchanged sentences

These notes are callable on or after January 1, 2026 and qualify for Tier 2 capital for regulatory purposes.

The Company had outstanding balances of $ 6.0 million under these agreements at June 30, 2024 and December 31, 2023.

The Company had outstanding balances of $ 6.0 million under these agreements at September 30, 2024 and December 31, 2023.

During August 2022, the Company entered into subordinated note agreements with an individual.

The Company had outstanding balances of $ 6.0 million under these agreements as of June 30, 2024 and December 31, 2023.

The Company had outstanding balances of $ 6.0 million under these agreements as of September 30, 2024 and December 31, 2023.

These notes were issued with 10 -year maturities, carry interest at a fixed rate of 5.25 % through August 6, 2027, and at a variable rate thereafter, payable quarterly.

19 unchanged sentences

Under regulatory guidance for non-advanced approaches institutions, the Bank and Company are required to maintain minimum amounts and ratios of common equity Tier I capital to risk-weighted assets, including an additional conservation buffer determined by banking regulators.

As of June 30, 2024 and December 31, 2023, this buffer was 2.5 %.

The Bank met all capital adequacy requirements to which they are subject as of June 30, 2024 and December 31, 2023.

As of September 30, 2024 and December 31, 2023, this buffer was 2.5 %.

The Bank met all capital adequacy requirements to which they are subject as of September 30, 2024 and December 31, 2023.

Actual and required capital amounts and ratios are presented below at period-end:

6 unchanged sentences

Action Provisions

June 30, 2024

September 30, 2024

Total capital (to risk-weighted assets):

12 unchanged sentences

Fair value is based on fees currently charged to enter into similar agreements and for fixed rate commitments also considers the difference between current levels of interest rates and committed rates.

The notional amount of rate-lock commitments at June 30, 2024 and December 31, 2023 was approximately $ 13.2 million and $ 5.9 million, respectively.

The notional amount of rate-lock commitments at September 30, 2024 and December 31, 2023 was approximately $ 15.7 million and $ 5.9 million, respectively.

The fair value of these rate-lock commitments are not material to these financial statements and have not been recorded.

6 unchanged sentences

Notional Amount

June 30, 2024

September 30, 2024

December 31, 2023

12 unchanged sentences

for Identical

June 30, 2024

September 30, 2024

Securities available for sale

19 unchanged sentences

for Identical

June 30, 2024

September 30, 2024

Loans individually evaluated, net of reserve

6 unchanged sentences

Valuation Technique

As of June 30, 2024

As of September 30, 2024

Third party appraisals, sales contracts or brokered price options

9 unchanged sentences

Collateral discounts and discount rates

The carrying value and estimated fair value of financial instruments not measured and reported at fair value on a recurring or non-recurring basis at June 30, 2024 and December 31, 2023 are as follows:

June 30, 2024

The carrying value and estimated fair value of financial instruments not measured and reported at fair value on a recurring or non-recurring basis at September 30, 2024 and December 31, 2023 are as follows:

September 30, 2024

Financial assets:

3 unchanged sentences

Other investments

Mortgage servicing rights

Financial liabilities:

7 unchanged sentences

Other investments

Mortgage servicing rights

Financial liabilities:

24 unchanged sentences

The number of shares of Company stock that may be issued pursuant to awards under the 2020 Plan shall not exceed, in the aggregate, 700,000 .

As of June 30, 2024, 100,954 shares of Company stock have been awarded under the 2020 Plan.

As of September 30, 2024, 100,954 shares of Company stock have been awarded under the 2020 Plan.

Compensation expense for restricted stock is based on the fair value of the awards of Bank First Corporation common stock at the time of grant.

The value of restricted stock grants that are expected to vest is amortized into expense over the vesting periods.

For the three months ended June 30, 2024 and 2023, compensation expense of $ 0.5 million and $ 0.6 million, respectively, was recognized related to restricted stock awards.

For the six months ended June 30, 2024 and 2023, compensation expense of $ 1.1 million and $ 1.0 million, respectively, was recognized related to restricted stock awards.

As of June 30, 2024, there was $ 3.0 million of unrecognized compensation cost related to non-vested restricted stock awards granted under the plan.

For the three months ended September 30, 2024 and 2023, compensation expense of $ 0.5 million and $ 0.6 million, respectively, was recognized related to restricted stock awards.

For the nine months ended September 30, 2024 and 2023, compensation expense of $ 1.6 million and $ 1.6 million, respectively, was recognized related to restricted stock awards.

As of September 30, 2024, there was $ 2.5 million of unrecognized compensation cost related to non-vested restricted stock awards granted under the plan.

That cost is expected to be recognized over a weighted average period of 1.41 years.

The aggregate grant date fair value of restricted stock awards that vested during the six months ended June 30, 2024, was approximately $ 2.1 million.

The aggregate grant date fair value of restricted stock awards that vested during the nine months ended September 30, 2024, was approximately $ 2.1 million.

For the period ended

June 30, 2024

June 30, 2023

September 30, 2024

September 30, 2023

Average Grant-

7 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements