EX-99.2 4 tm223209d1_ex99-2.htm EXHIBIT 99.2

 

Exhibit 99.2

 

INVESTOR PRESENTATION January 19, 2022 TICKER: BFC (NASDAQ)

 

 

Legal Disclosure Forward looking Statements This presentation contains “forward - looking statements” as defined in the Private Securities Litigation Reform Act of 1995. In g eneral, forward - looking statements usually use words such as “may,” “believe,” “expect,” “anticipate,” “intend,” “should,” “plan,” “estimate,” “predict,” “continue” and “potential” or the negat ive of these terms or other comparable terminology, including statements related to the expected timing of the closing of the merger, the expected returns and other benefits of the merger to shareholders, e xpe cted improvement in operating efficiency resulting from the merger, estimated expense reductions resulting from the transactions and the timing of achievement of such reductions, the impact on and timing of the recovery of the impact on tangible book value, and the effect of the merger on Bank First Corporation’s (“Bank First”) capital ratios. Forward - looking statements represent management’ s beliefs, based upon information available at the time the statements are made, with regard to the matters addressed; they are not guarantees of future performance. Forward - looking statements are subjec t to numerous assumptions, risks and uncertainties that change over time and could cause actual results or financial condition to differ materially from those expressed in or implied by such st ate ments . Factors that could cause or contribute to such differences include, but are not limited to (1) the risk that the cost savings an d any revenue synergies from the merger may not be realized or take longer than anticipated to be realized, (2) disruption from the merger with customers, suppliers, employee or other business partners rel ati onships, (3) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, (4) the risk of successful integration of Denmark Bancshares, Inc .’s (“Denmark”) business into Bank First, (5) the failure to obtain the necessary approval by the shareholders of Denmark or Bank First, (6) the amount of the costs, fees, expenses and charges related to the me rger, (7) the ability by Bank First to obtain required governmental approvals of the merger, (8) reputational risk and the reaction of each of the companies’ customers, suppliers, employees or other busi nes s partners to the merger, (9) the failure of the closing conditions in the merger agreement to be satisfied, or any unexpected delay in closing of the merger, (10) the risk that the integration of Den mar k’s operations into the operations of Bank First will be materially delayed or will be more costly or difficult than expected, (11) the possibility that the merger may be more expensive to complete than a nti cipated, including as a result of unexpected factors or events, (12) the dilution caused by Bank First’s issuance of additional shares of its common stock in the merger transaction, and (13) general competit ive , economic, political and market conditions. Other relevant risk factors may be detailed from time to time in Bank First’s press releases and filings with the Securities and Exchange Commission (the “SE C”) . Consequently, no forward - looking statement can be guaranteed. Neither Bank First nor Denmark undertakes any obligation to update or revise any forward - looking statements, whether as a result of new information, future events or otherwise. For any forward - looking statements made in this presentation or any related documents, Bank First and Denmark claim protection of the safe harbor for fo rward - looking statements contained in the Private Securities Litigation Reform Act of 1995 . Additional Information about the merger and Where to Find It This presentation does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval with respect to the proposed transaction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, and no offer to sell or solicitation of an offer to buy shall be made in any jurisdiction in which such offer or solicitation would be unlawful. In connection with the proposed merger, Bank First will file with the SEC a registration statement on Form S - 4 that will include a joint proxy statement of Denmark and Bank First and a prospectus of Bank First, as well as other relevant documents concerning the proposed transaction. WE URGE INVESTORS AND SECURITY HOLDERS TO REA D T HE REGISTRATION STATEMENT ON FORM S - 4, THE JOINT PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM S - 4 AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH TH E SEC IN CONNECTION WITH THE PROPOSED MERGER BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT BANK FIRST, DENMARK AND THE PROPOSED MERGER. The joint proxy sta tem ent/prospectus will be sent to the shareholders of Denmark and Bank First seeking the required shareholder approval. Investors and security holders will be able to obtain free cop ies of the registration statement on Form S - 4 and the related joint proxy statement/prospectus, when filed, as well as other documents filed with the SEC by Bank First through the web site maintained by the SEC at www.sec.gov. Documents filed with the SEC by Bank First will also be available free of charge by directing a written request to Bank First Corporation, P.O. Box 10, Manitowoc, Wisconsin 542 21 - 0010, Attn: Kelly Dvorak. Bank First’s telephone number is (920) 652 - 3100. Participants in the Transaction Bank First, Denmark and certain of their respective directors and executive officers may be deemed to be participants in the solic ita tion of proxies from the shareholders of Denmark and Bank First in connection with the proposed transaction. Certain information regarding the interests of these participants and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the joint proxy statement/prospectus regarding the proposed transaction when it becomes available. Additional inf orm ation about Bank First and its directors and officers may be found on Bank First’s Investor Relations page at www.BankFirstWI.bank. 2

 

 

Building the Premier Wisconsin Franchise 3 Bank First Corporation Denmark Bancshares, Inc. Additional Scale Creates a top 10 Wisconsin deposit market share bank and fourth largest bank headquartered in Wisconsin 1 Shared Culture Partners two highly compatible franchises with shared ethical values, credit culture and commitment to the people we serve Diversification Denmark’s loan portfolio will make up ~18% of the pro forma loan portfolio 2 Top Tier Performance Delivering ~17% 2023E ROATCE, along with significant EPS accretion 1) Based on 6/30/2021 FDIC deposit market figures and 9/30/2021 financial figures 2) Based on 9/30/2021 figures Source: S&P Global Market Intelligence

 

 

Key Transaction Terms 4 Merger Structure Pro Forma Ownership 1 Valuation Multiples 2 Key Assumptions Expected Closing • Total Merger Consideration of ~$119M or $37.86 per share 2 • 20% Cash Election limit • Stock Consideration Exchange Ratio of 0.5276x • 175% of Tangible Book Value • 18.3x LTM Earnings; 9.9x 2022E Earnings + After - tax Cost Savings • 8.9% premium on core deposits • Pay - to - Trade of 81.5% • Cost savings of 50.0% of the Denmark’s expense base • $10.7 million in estimated pretax deal expenses • Loan credit mark of 1.25% gross loans • Early Third Quarter 2022 • ~85% BFC / 15% DBI 1) Assumes 80% Stock / 20% Cash consideration mix 2) Valuation Multiples are based on Denmark's year ended 12/31/2021 figures and BFC share price as of 1/14/2022

 

 

Financial Impact 1 5 EPS Accretion TBV Value Impact Internal Rate of Return Pro Forma Capital • 2022E estimated accretion of 4.9% • 2023E estimated accretion of 7.7% • 20%+ IRR, above internal targets • 9.2% Tangible common equity / Tangible assets estimated at closing • 10.1% Leverage ratio estimated at closing • Immediate TBV dilution of 3.3% • 2.5 year earnback period using the cross over method 1) Assumes 80% Stock / 20% Cash consideration mix

 

 

Denmark Financial Overview Denmark State Bank ($ in thousands) FY 2018 FY 2019 FY 2020 FY 2020 YTD 9/30/2021 Loan and Deposit Composition Balance Sheet Total Assets $493,628 $539,656 $646,420 $646,420 $661,100 Loan Portfolio Net Loans $408,647 $422,261 $478,414 $478,414 $472,639 Deposits $422,388 $461,190 $572,048 $572,048 $596,968 Loans/Deposits 96.8% 91.6% 83.6% 83.6% 79.2% Capital Total Equity $50,249 $53,863 $56,440 $56,440 $60,149 Tangible Common Equity $50,249 $53,863 $56,440 $56,440 $60,149 Equity/Assets 10.2% 9.98% 8.73% 8.73% 9.10% Tangible Equity/Tangible Assets 10.2% 9.98% 8.73% 8.73% 9.10% Leverage Ratio 10.4% 10.2% 8.68% 8.68% 9.02% Tier 1 Capital Risk-Based Capital 12.5% 12.5% 12.2% 12.2% 12.6% Total Risk-Based Capital 13.8% 13.8% 13.5% 13.5% 13.9% Profitability Measures Net Interest Margin 3.91% 3.72% 3.13% 3.13% 3.28% Non Interest Income/Avg Assets 0.43% 0.49% 0.71% 0.71% 0.74% Non Interest Expense/Avg Assets 2.91% 2.89% 2.71% 2.71% 2.48% Efficiency Ratio 69.6% 71.3% 73.6% 73.6% 65.0% ROAA 0.89% 0.98% 0.64% 0.64% 1.01% ROAE 8.53% 9.44% 6.87% 6.87% 11.4% Asset Quality Nonperforming Assets/Assets 0.19% 0.12% 0.12% 0.12% 0.42% NCOs/Avg Loans (0.04%) (0.03%) (0.01%) (0.01%) (0.01%) Non interest bearing deposits: 25.2% Reserves/Loans 1.56% 1.54% 1.60% 1.60% 1.63% Deposit Portfolio 4.7% 12.0% 6.1% 33.1% 17.9% 1.9% 24.5% C&D (4.7%) 1-4 Fam (12.0%) Multifam (6.1%) Comm RE (33.1%) C&I (17.9%) Consumer (1.9%) Other Loans (24.5%) 38.9% 43.0% 15.9% 2.2% Transaction (38.9%) MMDA & Savings (43.0%) Retail CDs (15.9%) Jumbo CDs (2.2%) Note: Financial data as of 9/30/2021 Source: S&P Global Market Intelligence 6

 

 

Denmark Deposit Markets Rank Institution (HQ State) Branch Count Market Deposits ($000) Market Share (%) 1 Associated Banc-Corp (WI) 16 4,052,004 37.2 2 Nicolet Bankshares Inc. (WI) 11 1,936,687 17.8 3 Bank of Montreal 8 1,261,269 11.6 Pro Forma Company 6 667,498 6.14 4 Wells Fargo & Co. (CA) 4 605,281 5.56 5 JPMorgan Chase & Co. (NY) 5 499,440 4.59 6 Denmark Bancshares Inc. (WI) 4 460,122 4.23 7 Johnson Financial Group Inc. (WI) 2 388,048 3.57 8 Luxemburg Bancshares Inc. (WI) 7 385,325 3.54 9 U.S. Bancorp (MN) 3 296,018 2.72 10 Bank First Corporation (WI) 2 207,376 1.91 Remaining Institutions 16 788,436 7.25 Total For Institutions In Market 84 10,880,006 Green Bay, WI Rank Institution (HQ State) Branch Count Market Deposits ($000) Market Share (%) Pro Forma Company 9 837,200 39.6 1 Bank First Corporation (WI) 7 734,214 34.7 2 Nicolet Bankshares Inc. (WI) 2 645,611 30.5 3 Associated Banc-Corp (WI) 3 240,571 11.4 4 U.S. Bancorp (MN) 2 139,955 6.62 5 Denmark Bancshares Inc. (WI) 2 102,986 4.87 6 Wiscub Inc. (WI) 1 91,021 4.30 7 Wells Fargo & Co. (CA) 1 58,903 2.78 8 Community Capital Bancorp (WI) 2 58,828 2.78 9 Bank of Montreal 1 43,439 2.05 Total For Institutions In Market 21 2,115,528 Manitowoc, WI Rank Institution (HQ State) Branch Count Market Deposits ($000) Market Share (%) 1 Associated Banc-Corp (WI) 2 167,110 24.8 2 Bay Bancorp. Inc. (WI) 1 95,541 14.2 3 Bank of Montreal 1 95,506 14.2 4 M.S.B. Bancorp. Inc. (WI) 2 86,680 12.8 5 Bonduel Bancorp Inc. (WI) 1 65,440 9.70 6 Banner Bancorp Ltd. (WI) 2 62,875 9.32 7 Abby Bancorp Inc. (WI) 2 35,252 5.22 8 Denmark Bancshares Inc. (WI) 1 26,446 3.92 9 Tigerton Bancorp. Inc. (WI) 2 24,563 3.64 10 First State Bancshares Inc. (WI) 0 15,433 2.29 Total For Institutions In Market 14 674,846 Shawano, WI Note: Deposit data as of 6/30/2021 Source: S&P Global Market Intelligence 7

 

 

Pro Forma Loan Portfolio 8 Loans ($000s) Loans ($000s) Loans ($000s) Construction & Land 116,759$ 5.28% Construction & Land 22,331$ 4.72% Construction & Land 139,090$ 5.18% Farm 105,963 4.79% Farm 75,862 16.1% Farm 181,825 6.77% 1-4 Family 575,471 26.0% 1-4 Family 56,585 12.0% 1-4 Family 632,056 23.5% Multifamily 237,407 10.7% Multifamily 28,574 6.05% Multifamily 265,981 9.91% CRE - Income Producing 303,274 13.7% CRE - Income Producing 60,161 12.7% CRE - Income Producing 363,435 13.5% CRE - Owner-Occupied 463,121 20.9% CRE - Owner-Occupied 96,248 20.4% CRE - Owner-Occupied 559,369 20.8% C&I 321,897 14.6% C&I 84,431 17.9% C&I 406,328 15.1% Agricultural Production 15,321 0.69% Agricultural Production 34,023 7.20% Agricultural Production 49,344 1.84% Consumer & Other 72,298 3.27% Consumer & Other 14,424 3.05% Consumer & Other 86,722 3.23% Total 2,211,511$ 100.0% Total 472,639$ 100.0% Total 2,684,150$ 100.0% 35.5% 38.2% 36.0% 49.2% 51.0% 49.5% 4.19% 4.66% 4.27% 231.8% 169.1% 217.6% 40.6% 34.0% 39.4% Commercial RE / Total Capital Commercial RE / Total Capital Commercial RE / Total Capital Construction & Land / Total Capital Construction & Land / Total Capital Construction & Land / Total Capital Total Commercial Loans: Total Commercial Loans: Total Commercial Loans: MRQ Yield on Loans: MRQ Yield on Loans: MRQ Yield on Loans: Bank First, N.A. Denmark State Bank Pro Forma Bank C&I + CRE - Owner-Occupied Loans: C&I + CRE - Owner-Occupied Loans: C&I + CRE - Owner-Occupied Loans: 5.28% 26.0% 10.7% 13.7% 20.9% 14.6% 4.79% 0.69% 3.27% 4.72% 12.0% 6.05% 12.7% 20.4% 17.9% 16.1% 7.20% 3.05% 5.18% 23.5% 9.91% 13.5% 20.8% 15.1% 6.77% 1.84% 3.23% Note: Financial data as of 9/30/2021 Source: S&P Global Market Intelligence

 

 

Pro Forma Deposit Composition 9 Deposits ($000s) Deposits ($000s) Deposits ($000s) Transaction Accounts 1,008,974$ 40.8% Transaction Accounts 232,220$ 38.9% Transaction Accounts 1,241,194$ 40.4% MMDA & Savings 1,201,663 48.5% MMDA & Savings 256,445 43.0% MMDA & Savings 1,458,108 47.5% Retail CDs 223,929 9.05% Retail CDs 94,906 15.9% Retail CDs 318,835 10.4% Jumbo CDs 41,108 1.66% Jumbo CDs 13,396 2.24% Jumbo CDs 54,504 1.77% Total 2,475,674$ 100.0% Total 596,967$ 100.0% Total 3,072,641$ 100.0% 32.1% 25.2% 30.8% 67.9% 74.8% 69.2% 0.42% 0.43% 0.42% 0.29% 0.32% 0.29%MRQ Cost of Deposits: MRQ Cost of Deposits: MRQ Cost of Deposits: Total Interest-bearing Deposits: Total Interest-bearing Deposits: Total Interest-bearing Deposits: MRQ Cost of Int-bearing Deposits: MRQ Cost of Int-bearing Deposits: MRQ Cost of Int-bearing Deposits: Bank First, N.A. Denmark State Bank Pro Forma Bank Total Noninterest-bearing Deposits: Total Noninterest-bearing Deposits: Total Noninterest-bearing Deposits: 40.8% 48.5% 9.05% 1.66% 38.9% 43.0% 15.9% 2.24% 40.4% 47.5% 10.4% 1.77% Note: Financial data as of 9/30/2021 Source: S&P Global Market Intelligence