<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act
of 1934
For Quarterly Period Ended June 30, 1995
-----------------------------------------------------
Commission file number 0-12120
---------------------------------------------------------
Bankers First Corporation
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Georgia 58-1529166
------------------------------- -------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) No.)
One 10th Street, Augusta, Georgia 30901
--------------------------------------------------------------------------------
(Address of principal executive offices) (Zip 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. Yes X No .
----- -----
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes
of common stock as of the latest practicable date.
CLASS Outstanding at August 9, 1995
---------------------------- -----------------------------
Common Stock, $.01 Par Value 4,745,011 Shares
Bankers First Corporation 1
<PAGE> 2
BANKERS FIRST CORPORATION AND SUBSIDIARIES
FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 1995
INDEX
<TABLE>
<CAPTION>
Page
<S> <C>
PART I. Financial Information
Item 1. Financial Statements
Consolidated Statements of Financial Condition at
June 30, 1995 and December 31, 1994 . . . . . . . . . . . . . . . . . . . . . . . . 3
Consolidated Statements of Income -
Three and Six Months ended June 30, 1995 and 1994 . . . . . . . . . . . . . . . . . 4
Consolidated Statements of Cash Flows -
Six Months ended June 30, 1995 and 1994 . . . . . . . . . . . . . . . . . . . . . . 5
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . 6-7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations . . . . . . . . . . . . . . . . . . . . . 7-18
PART II. Other Information
Item 4. Results of Votes of Security Holders . . . . . . . . . . . . . . . . . . . . . 19-20
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . . . 20
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22-33
</TABLE>
2 Bankers First Corporation
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BANKERS FIRST CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Dollars in thousands)
<TABLE>
<CAPTION>
June 30, December 31,
1995 1994
------------ -----------
ASSETS (Unaudited)
<S> <C> <C>
Cash and amounts due from depository institutions $ 24,902 26,017
Interest-bearing deposits in other financial institutions 3,811 3,178
Investment securities available for sale 54,004 44,816
Investment securities held to maturity (market value $47,663 in
1995 and $50,988 in 1994) 47,475 52,377
Federal Home Loan Bank stock 12,300 13,845
Loans receivable, net 922,984 878,892
Accrued interest receivable 6,776 6,334
Investment properties, net 15,034 14,846
Real estate owned, net 2,875 3,504
Premises and equipment, net 16,459 15,631
Cost in excess of net assets acquired 4,725 2,794
Other assets 3,272 1,613
------------ ---------
Total assets $ 1,114,617 1,063,847
============ =========
LIABILITIES
Deposits $ 752,722 683,881
Retail repurchase agreements 15,945 18,588
Advance payments by borrowers for taxes and insurance 4,243 2,414
Other borrowings 240,979 257,295
Deferred income taxes 558 888
Other liabilities 7,882 16,320
------------ ---------
Total liabilities 1,022,329 979,386
------------ ---------
STOCKHOLDERS' EQUITY:
Serial preferred stock, $.01 par value;
authorized 7,500,000 shares; none outstanding - -
Common stock, $.01 par value; authorized 12,500,000 shares;
issued and outstanding 4,740,061 shares in 1995 and
4,500,442 shares in 1994 $ 47 45
Additional paid-in capital 56,777 55,222
Retained earnings (substantially restricted) 36,642 31,661
Loans to Employee Stock Ownership Plan and others (2,059) (2,286)
Net unrealized holding gains/(losses) on investment securities
available for sale 881 (181)
------------ ---------
Total stockholders' equity 92,288 84,461
------------ ---------
Total liabilities and stockholders' equity $ 1,114,617 1,063,847
============ =========
Book value per share $ 19.47 18.77
============ =========
</TABLE>
See accompanying notes to consolidated financial statements.
Bankers First Corporation 3
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BANKERS FIRST CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(Dollars in thousands, except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
------------------- ----------------
1995 1994 1995 1994
--------- ------ ------ ------
<S> <C> <C> <C> <C>
INTEREST INCOME:
Interest on loans $ 19,253 14,786 37,805 28,723
Interest on investment securities 1,914 2,003 3,732 4,238
Dividends on Federal Home Loan Bank stock 235 162 477 287
Other 95 82 219 144
--------- ------ ------ ------
Total interest income 21,497 17,033 42,233 33,392
INTEREST EXPENSE:
Interest on deposits 8,341 6,098 15,711 12,342
Interest on retail repurchase agreements 102 98 220 191
Interest on other borrowings 3,821 2,591 7,735 4,923
--------- ------ ------ ------
Total interest expense 12,264 8,787 23,666 17,456
--------- ------ ------ ------
Net interest income 9,233 8,246 18,567 15,936
PROVISION FOR LOAN LOSSES 325 250 625 500
--------- ------ ------ ------
Net interest income after provision for loan losses 8,908 7,996 17,942 15,436
PROVISION FOR REAL ESTATE LOSSES - 100 100 450
OTHER INCOME:
Loan servicing fees 56 62 113 115
Loan fees and service charges 255 266 508 507
Service charges on deposit accounts 1,398 1,168 2,691 2,305
Gain (loss) on sale of loans 170 106 268 (56)
Gain on sale of investment securities 21 - 12 1,862
Real estate operations 146 136 548 187
Other 20 22 66 83
--------- ------ ------ ------
Total other income 2,066 1,760 4,206 5,003
OPERATING EXPENSE:
Salaries and employee benefits 2,891 2,507 5,754 4,948
Net occupancy expense 1,154 1,080 2,303 2,074
Advertising and promotion 213 212 420 411
FDIC insurance premiums 483 454 944 907
Other 1,305 1,257 2,636 2,448
--------- ------ ------ ------
Total operating expense 6,046 5,510 12,057 10,788
Amortization of costs in excess of net assets acquired 295 148 528 296
--------- ------ ------ ------
Total noninterest expense 6,341 5,658 12,585 11,084
Net noninterest expense 4,275 3,998 8,479 6,531
--------- ------ ------ ------
Income before income tax and extraordinary item 4,633 3,998 9,463 8,905
INCOME TAX EXPENSE 1,503 1,380 3,071 3,019
--------- ------ ------ ------
Income before extraordinary item 3,130 2,618 6,392 5,886
Extraordinary item, net - - - (908)
--------- ------ ------ ------
NET INCOME $ 3,130 2,618 6,392 4,978
========= ====== ====== ======
PRIMARY EARNINGS PER SHARE:
Income before extraordinary item $ 0.62 0.53 1.27 1.19
Extraordinary item, net - - - (0.18)
--------- ------ ------ ------
Net income $ 0.62 0.53 1.27 1.01
========= ====== ====== ======
Weighted average common and common equivalent shares (in thousands) 5,073 4,945 5,049 4,933
========= ====== ====== ======
FULLY DILUTED EARNINGS PER SHARE:
Income before extraordinary item $ 0.62 0.53 1.26 1.19
Extraordinary item, net - - - (0.18)
--------- ------ ------ ------
Net income $ 0.62 0.53 1.26 1.01
========= ====== ====== ======
Weighted average common and common equivalent shares (in thousands) 5,083 4,945 5,072 4,941
========= ====== ====== ======
</TABLE>
4 Bankers First Corporation
<PAGE> 5
BANKERS FIRST CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(Dollars in thousands)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
--------------------
1995 1994
--------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 6,392 4,978
Adjustments to reconcile net income to net cash provided (used) by operations:
Provision for loan and real estate losses 725 950
Depreciation and amortization 966 1,139
Amortization of cost in excess of net assets acquired 528 296
Amortization and accretion, net 17 217
(Gain) loss on sale of loans (268) 56
(Gain) on sale of investment securities (12) (1,862)
(Gain) on sale of real estate, premises, and equipment (838) (970)
FHLB stock purchases, net of redemptions and stock dividends 1,545 (2,896)
Net change in other assets and accrued interest receivable (2,101) 878
Net change in other liabilities, accrued interest on deposits,
and deferred income taxes (7,277) 3,778
--------- --------
Net cash provided (used) by operating activities (323) 6,564
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of investment securities available for sale (16,669) (2,000)
Proceeds from sale and redemption of investment securities available for sale 4,260 5,322
Proceeds from maturity and principal collections of investment securities
available for sale 4,903 12,807
Proceeds from maturity and principal collections of investment securities
held to maturity 4,850 9,242
Loan originations net of principal collections (46,313) (115,855)
Purchases of loans (32,100) (21,026)
Proceeds from sale of loans 33,656 31,712
Net additions to premises and equipment (708) 128
Improvements and additions to real estate owned and investment property (1,259) (1,021)
Proceeds from sale of real estate and investment property 2,825 5,876
--------- --------
Net cash provided (used) by investment activities (46,555) (74,815)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net change in deposit accounts 10,919 (3,323)
Net change in retail repurchase agreements (2,643) (834)
Repayments of long-term borrowings (37) (18,212)
Net change in short-term borrowings (15,900) 85,000
Net change in advance payments by borrowers for taxes and insurance 1,829 1,539
Dividends paid (1,411) (897)
Proceeds from exercise of stock options and dividend reinvestment 1,405 122
Cash received on purchase of branches 52,234 -
--------- --------
Net cash provided (used) by financing activities 46,396 63,395
--------- --------
Increase (decrease) in cash and cash equivalents (482) (4,856)
Cash and cash equivalents at beginning of year 29,195 26,814
--------- --------
Cash and cash equivalents at end of period $ 28,713 21,958
========= ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest $ 21,287 15,813
Income Taxes 4,611 2,098
NONCASH TRANSACTIONS-OTHER:
Transfer of loans to and write downs of repossessed assets 635 2,020
Financing provided on sales of real estate 287 2,151
</TABLE>
See accompanying notes to consolidated financial statements.
Bankers First Corporation 5
<PAGE> 6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Summary of Significant Accounting Policies
The accompanying Consolidated Statement of Financial Condition as of June
30, 1995, and the related Consolidated Statements of Income for the three and
six month periods ended June 30, 1995 and 1994, and the Consolidated Statements
of Cash Flows for the six month periods ended June 30, 1995 and 1994 are
unaudited. In the opinion of Management, all eliminations and adjustments
necessary for a fair presentation have been made; however, the statements were
prepared in accordance with the instructions for preparation of Securities and
Exchange Commission Form 10-Q and do not include all information and disclosures
necessary for fair presentation in accordance with generally accepted accounting
principles. These financial statements should, therefore, be read in
conjunction with management's discussion and analysis of the complete Annual
Report for the year ended December 31, 1994 which was filed with the Company's
most recent Form 10-K.
Operating results for the three and six month periods ended June 30, 1995
are not necessarily indicative of the results that may be expected for the year.
Adjustments to the balance sheet and income statement are typically of a normal,
recurring nature. Any adjustments not meeting this criteria are disclosed in
Management's Discussion and Analysis of Financial Condition and Results of
Operations or Notes to the Consolidated Financial Statements.
Certain amounts in the prior year Financial Statements have been
reclassified to conform with current year presentation.
2. Recent Accounting Pronouncements
In May 1993, the Financial Accounting Standards Board issued Statement of
Accounting Standards ("SFAS") No. 114, "Accounting by Creditors for Impairment
of a Loan." SFAS 114 requires impaired loans to be measured based on the
present value of expected future cash flows, discounted at the loan's effective
interest rate, or at the loan's observable market price, or at the fair value of
the collateral if the loan is collateral dependent, beginning in 1995. Loans
that are determined to be impaired require a valuation allowance equivalent to
the amount of impairment. The valuation allowance is to be established by a
charge to the provision for loan losses. In October 1994, the Financial
Accounting Standards Board issued Statement No. 118, "Accounting by Creditors
for Impairment of a Loan-Income Recognition and Disclosures," which amends the
requirements of SFAS 114 regarding interest income recognition and related
disclosure requirements. Initial adoption of SFAS 114 and SFAS 118 must be
reflected prospectively.
The Company adopted SFAS 114 and SFAS 118 on January 1, 1995, and the
impact to the consolidated financial statement was not material. At June 30,
1995, the recorded investment in loans that are considered to be impaired under
SFAS 114 was $5.6 million (of which $3.8 million were classified as nonaccrual).
Included in this amount is $1.8 million of impaired loans for which the
allowance for credit losses is $0.4 million.
6 Bankers First Corporation
<PAGE> 7
3. Other Developments
On June 2, 1995 the Company committed to sell its originated portfolio of
fixed rate convertible loans ( 5, 7, and 10 year maturity fixed rate loans that
convert to 1 year adjustable rate loans at the respective repricing point) as
part of an asset/liability management strategy. The sale of $40.1 million of
these loans at a price of 99.25 was completed on July 18, 1995. The pricing
loss on this transaction was offset by the recognition of deferred fee income
on these loans and an adjustment to the valuation allowance for the present
value of excess servicing rights during the 1995 second quarter. Proceeds from
the loan sale were used to reduce short-term FHLB advances.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS FOR THE QUARTERS ENDED JUNE 30, 1995 AND 1994
Net interest income increased $1.0 million compared to the 1994 quarter
principally due to a $149.2 million increase in average earning assets and a
$139.9 million increase in average interest bearing liabilities. For the 1994
and 1995 quarters respectively, the yield on average earning assets increased
from 7.67% to 8.29%; however, the increase in yield was offset by an increase
in the average rate paid on interest-bearing liabilities from 4.07% to 4.89%.
As a result of the above changes in earning assets and interest bearing
liabilities, the interest spread decreased 20 basis points while the net
interest margin decreased to 3.55% in the 1995 quarter from 3.70% in 1994.
The provision for loan losses was $325 thousand compared to $250 thousand
in the 1994 quarter. Net loan charge offs (recoveries) were $250 thousand
versus $(86) thousand in 1994. No provision for real estate losses was
required in the 1995 quarter compared to $100 thousand in 1994. At June 30,
1995 the allowance for loan losses was $7.9 million or 0.86% of net loans and
0.71% of total assets. Loan loss reserves to non-performing loans was 159.5%.
The coverage ratio, loan loss reserves to non-performing loans and real estate
owned, was 101.0%.
Other income for the quarter was $2.1 million compared to $1.8 million in
the year earlier period. Service charges on deposit accounts were $230
thousand higher due to a $22.2 million increase in average checking account
balances.
Operating expenses were $6.0 million compared to $5.5 million for the 1994
quarter. The overhead ratio, general and administrative expense to average
assets, improved to 2.18% in 1995 from 2.30% in 1994. The efficiency ratio,
general and administrative recurring expense divided by net interest income and
other recurring income, was 54.09% in 1995 compared to 53.21% in 1994.
Income tax expense for the 1995 quarter was $1.5 million or 32.4% of income
before tax compared to $1.4 million or 34.5% for the same 1994 period. The
corporate income tax rate for
Bankers First Corporation 7
<PAGE> 8
1995 and 1994 differs from the Company's actual effective tax rate principally
due to the reduction of the tax valuation allowance for deferred state income
tax benefits.
RESULTS OF OPERATIONS FOR THE SIX MONTH PERIODS ENDED JUNE 30, 1995 AND 1994
Net interest income increased $2.6 million compared to the 1994 period
principally due to a $153.8 million increase in average earning assets and a
$143.3 million increase in average interest bearing liabilities. For the 1994
and 1995 periods respectively, the yield on average earning assets increased
from 7.67% to 8.24%; however, the increase in yield was offset by an increase
in the average rate paid on interest-bearing liabilities from 4.13% to 4.79%.
As a result of the above changes in earning assets and interest bearing
liabilities, the interest spread decrease 9 basis points while the net interest
margin decreased to 3.59% in 1995 from 3.63% in 1994.
The provision for loan losses was $625 thousand compared to $500 thousand
in 1994. Net loan charge offs (recoveries) were $412 thousand in both the 1995
and 1994 periods. The provision for real estate losses was $100 thousand
compared to $450 thousand in 1994. At June 30, 1995 the allowance for loan
losses was $7.9 million or 0.86% of net loans and 0.71% of total assets. Loan
loss reserves to non-performing loans was 159.5%. The coverage ratio, loan
loss reserves to non-performing loans and real estate owned, was 101.0%.
Other income was $4.2 million compared to $5.0 million in the year earlier
period. Service charges on deposit accounts were $0.4 million higher due to a
$23.3 million increase in average checking account balances. Real estate
operations income increased $0.4 million from 1994 levels primarily due to $0.2
million of nonrecurring gains in the 1995 period and $0.2 million of
nonrecurring losses in the 1994 period. Other income in 1994 included a $1.9
million nonrecurring gain on the sale of 317 thousand shares of Synovus
Financial Corp. common stock. This gain was partially offset by a $0.5 million
nonrecurring charge for the write down of the present value of loan servicing
rights in 1994. The remaining balance at June 30, 1995 of excess loan
servicing rights is $0.7 million.
Operating expenses were $12.1 million compared to $10.8 million for the
1994 period. The overhead ratio, general and administrative expense to average
assets, improved to 2.20% in 1995 from 2.29% in 1994. The efficiency ratio,
general and administrative recurring expense divided by net interest income and
other recurring income, was 53.49% in 1995 compared to 53.73% in 1994.
Income tax expense for the 1995 period was $3.1 million or 32.5% of income
before tax compared to $3.0 million or 33.9% for the same 1994 period. The
corporate income tax rate for 1995 and 1994 differs from the Company's actual
effective tax rate principally due to the reduction of the tax valuation
allowance for deferred state income tax benefits.
In 1994, $28.0 million of FHLB advances were prepaid and an extraordinary
charge of $908 thousand net of income tax benefit was recognized.
8 Bankers First Corporation
<PAGE> 9
SCHEDULE I
BANKERS FIRST CORPORATION AND SUBSIDIARIES
PROFITABILITY & OVERHEAD RATIOS
<TABLE>
<CAPTION>
1995 1994
---------------- -----------------------------
6/30 3/31 12/31 9/30 6/30 3/31
-------- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C>
PROFITABILITY
Yield on Earning Assets 8.29 % 8.20 8.02 7.90 7.67 7.67
Cost of Funds 4.89 4.70 4.40 4.16 4.07 4.20
Interest Spread 3.40 3.50 3.62 3.74 3.60 3.47
Net Interest Margin 3.55 3.64 3.74 3.86 3.70 3.56
Net Non-Interest 1.54 1.55 1.34 1.77 1.63 0.94
Return on Assets 1.13 1.20 1.15 1.12 1.09 1.02
Return on Equity 13.84 15.05 14.52 13.92 13.23 12.20
OVERHEAD
G&A/Average Assets 2.18 % 2.22 2.20 2.33 2.30 2.28
Amortization of Goodwill/Average Assets 0.11 0.09 0.08 0.07 0.06 0.06
Compensation/Average Assets 1.04 1.06 1.06 1.05 1.05 1.05
Occupancy/Average Assets 0.42 0.42 0.46 0.46 0.45 0.43
Number of Employees (FTE's) 386 380 372 372 350 351
Dollars of Assets per Employee
(in millions) $ 2.88 2.85 2.83 2.77 2.74 2.63
GAP
One Year Gap 3.92 % 1.49 3.25 6.84 6.66 5.68
</TABLE>
ASSET/LIABILITY MANAGEMENT
SUMMARY
The Company utilizes Sendero Asset/Liability modeling software to measure
and monitor its exposure to interest rate risk. Using this software, the
duration and repricing periods of earning assets and interest bearing
liabilities are projected and measured under various interest rate scenarios on
a quarterly basis. Based on this analysis, strategies are developed to achieve
returns that are within the guidelines of the Company's interest rate risk
policy. This model provides two primary measures of interest rate risk: rate
shock analysis and the Asset/Liability Gap ratio.
Bankers First Corporation 9
<PAGE> 10
INTEREST RATE SENSITIVITY
Rate shock analysis provides a dynamic measurement of interest rate
sensitivity. The rate shock model assumes an immediate and sustained change in
the level of interest rates. Rate changes are computed in 100 basis point
increments ranging from a minus 400 basis point decline to a positive 400 basis
point increase in interest rate levels. It is unlikely that an immediate and
sustained change in interest rate of this magnitude would occur. Historically,
interest rates generally increase or decrease over a period of time in what is
categorized as a rate cycle. The hypothetical modeling of an instantaneous
rate shock provides insight as to the potential impact on the Company's equity
capital and its profitability under these circumstances.
For example, the results of the rate shock analysis at June 30, 1995
indicate that an immediate and sustained change caused by a 100 basis point
increase in interest rates would produce an increase in the projected annual
net interest margin of 4 basis points. A 100 basis point decrease in interest
rates would result in a 5 basis point decrease in the projected net interest
margin for the same period. As measured by the interest rate shock analysis,
the Company has developed strategies to achieve targeted returns under various
interest rate scenarios. However, since all interest rates do not adjust
concurrently, this analysis is only an indicator of the sensitivity to changes
in interest rates.
ASSET/LIABILITY GAP RATIO
Another measure of interest rate risk is the Asset/Liability Gap ratio.
Over the past two years the one year Gap ratio has ranged between 11.19% and
1.49%. At June 30, 1995 the one year Gap ratio was 3.92% with 67.1% of total
rate sensitive assets and 65.6% of total rate sensitive liabilities scheduled
to reprice within twelve months compared to 58.9% and 54.3%, respectively, a
year earlier. Schedule I summarizes the one year Gap ratio for the most recent
six quarters. Schedule II shows the current Gap position by type of rate
sensitive assets and liabilities and by major repricing period.
The difference between the amount of interest sensitive assets and interest
sensitive liabilities to be repriced during a specified time period is referred
to as the "asset(liability) gap position". The classification and availability
of interest sensitive assets and liabilities available for repricing is
determined as follows: (1) loans tied to the base lending rate or other
indices depend on the time the adjustments may occur; (2) loans with stated
call dates are amortized without any prepayment assumption with the balance at
the call date reflected in that period; (3) other loans are amortized using
market based prepayment assumptions; (4) investments are categorized by stated
maturity; (5) regular savings and regular NOW accounts are considered to be
interest sensitive and are amortized using projected deposit repricing rates;
(6) money market deposit accounts, Super NOW accounts, and repurchase
agreements are subject to rate change daily; and (7) other deposits and
borrowings are shown by stated maturity. Management believes that the above
prepayment and withdrawal assumptions are reasonable based upon the Company's
historical experience.
10 Bankers First Corporation
<PAGE> 11
SCHEDULE II
BANKERS FIRST CORPORATION AND SUBSIDIARIES
GAP ANALYSIS AT JUNE 30, 1995
(Dollars in thousands)
<TABLE>
<CAPTION>
--------------------------------------------------------------
Six Six Months One to Three to Over
Months to One Three Five Five
or Less Year Years Years Years Total
--------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
RATE SENSITIVE ASSETS
Loans $449,258 188,337 171,979 57,824 64,073 931,471
Investment securities 30,737 19,742 32,248 10,250 8,502 101,479
FHLB Stock 12,300 - - - - 12,300
Deposit funds 3,811 - - - - 3,811
-------- ------- ------- ------ ------- ---------
Total 496,106 208,079 204,227 68,074 72,575 1,049,061
RATE SENSITIVE LIABILITIES
Deposits 275,330 195,972 132,968 52,331 93,349 749,950
Borrowings 174,243 15,000 56,298 10,000 1,383 256,924
-------- ------- ------- ------ ------- ---------
Total 449,573 210,972 189,266 62,331 94,732 1,006,874
GAP POSITION
Asset (liability) Gap Position $ 46,533 (2,893) 14,961 5,743 (22,157) 42,187
======== ======= ======= ====== ======= =========
Cumulative Asset (liability) Gap $ 46,533 43,640 58,601 64,344 42,187 42,187
======== ======= ======= ====== ======= =========
Gap Position as a percentage
of total assets 4.17 % 3.92 5.26 5.77 3.78 3.78
======== ======= ======= ====== ======= =========
GAP POSITION AT DECEMBER 31, 1994:
Asset (liability) Gap Position $ 38,204 (3,621) 1,294 2,410 3,653 41,940
======== ======= ======= ====== ======= =========
Cumulative Asset (liability) Gap $ 38,204 34,583 35,877 38,287 41,940 41,940
======== ======= ======= ====== ======= =========
Gap Position as a percentage
of total assets 3.59 % 3.25 3.37 3.60 3.94 3.94
======== ======= ======= ====== ======= =========
</TABLE>
The Company manages its Asset/Liability position by selling all 30 year
fixed rate loan production, originating and generally retaining adjustable rate
mortgages and shorter-term loans, and by using funding sources, such as core
deposits, longer term certificates of deposit and long-term borrowings, that
provide durations similar to the assets held in portfolio.
At June 30, 1995, the Company did not have any futures, swaps or option
contracts. The Company has commitments to originate, purchase and sell loans.
These commitments are in the normal course of business and in the opinion of
management do not involve more than the normal risk of loss.
LOAN PORTFOLIO
During the second quarter of 1995, net loans receivable grew by $12.6
million with residential real estate and residential construction loans
accounting for $5.0 million and $5.2 million, respectively, of the increase.
Residential loan originations were $44.2 million, up $4.8 million from prior
quarter levels. Purchases of residential loans decreased $10.0 million to
$11.1 million for the quarter. Residential loan sales in the secondary market
of 30 year fixed rate loans
Bankers First Corporation 11
<PAGE> 12
were $22.7 million compared to $10.7 million in the prior quarter. The
consumer loan portfolio increased $7.3 million over the prior quarter as
consumer loan demand remained strong. Schedule IV provides detail of the loan
portfolio mix at June 30, 1995 and December 31, 1994. Schedule V provides a
summary of loan origination, sales, and payments for the last six quarters.
SCHEDULE III
BANKERS FIRST CORPORATION AND SUBSIDIARIES
ALLOWANCE FOR LOAN LOSSES
(Dollars in thousands)
<TABLE>
<CAPTION>
1995 1994
----------------- ---------------------------------
6/30 3/31 12/31 9/30 6/30 3/31
------- ------ ------ ------ ------ -----
<S> <C> <C> <C> <C> <C> <C>
Allowance for Losses Beginning of Period $ 7,848 7,710 8,782 8,863 8,527 8,775
Provision for Loan Losses 325 300 1,100 200 250 250
RECOVERIES
Real Estate Loans:
Residential 2 2 2 23 9 -
Commercial 8 - 3 16 321 5
Commercial & Industrial 11 13 12 - - -
Consumer 80 89 91 89 108 77
------- ------ ------ ------ ------ -----
Total Recoveries 101 104 108 128 438 82
LOSSES CHARGED TO
Real Estate Loans:
Residential 38 27 370 68 30 36
Commercial 2 26 1,711 156 123 367
Commercial & Industrial 68 23 25 18 62 43
Consumer 243 190 174 167 137 134
------- ------ ------ ------ ------ -----
Total Charge-Offs 351 266 2,280 409 352 580
------- ------ ------ ------ ------ -----
Net Charge-Offs 250 162 2,172 281 (86) 498
------- ------ ------ ------ ------ -----
Allowance for Losses End of Period $ 7,923 7,848 7,710 8,782 8,863 8,527
======= ====== ====== ====== ====== =====
Allowance for losses as a percentage of
non-performing assets 101.03 % 101.95 121.11 118.97 101.92 82.11
ALLOCATION OF ALLOWANCE FOR LOAN LOSSES
Real Estate Loans:
Residential $ 1,475 1,415 1,442 2,815 2,861 2,882
Commercial 2,803 2,796 2,610 3,150 3,290 3,091
Commercial & Industrial 1,622 1,641 1,650 756 774 836
Consumer 2,023 1,996 2,008 2,061 1,938 1,718
------- ------ ------ ------ ------ -----
Allowance for Losses End of Period $ 7,923 7,848 7,710 8,782 8,863 8,527
======= ====== ====== ====== ====== =====
</TABLE>
12 Bankers First Corporation
<PAGE> 13
SCHEDULE IV
BANKERS FIRST CORPORATION
LOAN PORTFOLIO
(Dollars in thousands)
<TABLE>
<CAPTION>
6/30/95 12/31/94
-------------------- --------------------
Amount Percent Amount Percent
--------- -------- --------- --------
<S> <C> <C> <C> <C>
LOANS
Loans held for sale $ 47,513 5.15 % $ 1,353 0.15 %
Construction - Residential (Net) 57,995 6.28 46,830 5.33
Construction - Commercial (Net) 12,994 1.41 11,201 1.27
Residential real estate 445,615 48.28 465,560 52.97
Commercial real estate 163,117 17.67 170,504 19.40
Commercial and corporate 17,535 1.90 18,754 2.13
Consumer 187,434 20.31 173,789 19.77
--------- ------ --------- ------
Gross loans 932,203 101.00 887,991 101.04
LESS:
Unearned interest income and deferred loan fees 1,296 0.14 1,389 0.16
Allowance for losses 7,923 0.86 7,710 0.88
--------- ------ --------- ------
NET LOANS $ 922,984 100.00 % $ 878,892 100.00 %
========= ====== ========= ======
</TABLE>
SCHEDULE V
BANKERS FIRST CORPORATION AND SUBSIDIARIES
LOAN ACTIVITIES
(Dollars in thousands)
<TABLE>
<CAPTION>
1995 1994
------------------- -------------------------------------
6/30 3/31 12/31 9/30 6/30 3/31
--------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Gross Loans Outstanding
Beginning of Period $ 919,490 887,991 854,133 792,895 734,233 690,249
ORIGINATED
Residential Construction 9,580 11,200 11,744 11,854 13,461 19,165
Other Residential 34,656 28,274 31,401 39,163 48,039 48,399
Commercial Real Estate 3,612 7,494 6,267 9,153 10,117 6,536
Other 33,085 32,506 33,709 38,090 43,528 58,825
--------- ------- ------- ------- ------- -------
Total Originated 80,933 79,474 83,121 98,260 115,145 132,925
PURCHASED
Residential Construction 6,022 9,532 7,931 8,354 4,340 1,353
Other Residential 5,091 11,553 17,795 25,457 14,390 977
--------- ------- ------- ------- ------- -------
Total Purchased 11,113 21,085 25,726 33,811 18,730 2,330
SOLD
Residential Construction - - - - - -
Other Residential 22,701 10,687 15,174 10,080 12,052 19,716
Commercial Real Estate - - 8,601 - - -
--------- ------- ------- ------- ------- -------
Total Sold 22,701 10,687 23,775 10,080 12,052 19,716
Net Payments and Swaps (56,632) (58,373) (51,214) (60,753) (63,161) (71,555)
--------- ------- ------- ------- ------- -------
Gross Loans Outstanding
End of Period $ 932,203 919,490 887,991 854,133 792,895 734,233
========= ======= ======= ======= ======= =======
</TABLE>
Bankers First Corporation 13
<PAGE> 14
ASSET QUALITY
Non-performing assets at June 30, 1995 were $7.8 million, a decrease of
$0.9 million or 9.8% from 1994 levels. As a percent of total assets,
non-performing assets were 0.70% in 1995 compared to 0.89% a year earlier.
Non-performing assets consist of nonaccrual loans and real estate acquired
by foreclosure or by deed in lieu of foreclosure. Nonaccrual loans represent
loans that are 90 days delinquent (120 days for credit card loans) on which
interest is not accrued. Real estate acquired by foreclosure or through in
substance foreclosure is stated at the lower of cost or fair value less
estimated disposal costs at foreclosure. A valuation allowance is established
for subsequent reductions to the carrying value of repossessed real estate.
Restructured loans at June 30, 1995 were $2.3 million down $7.7 million or
76.7% from a year earlier. Restructured loans as a percent of total assets
were 0.21%. Restructured loans consist of loans that are made with terms that
are concessions from the Company's normal lending policies.
Schedule VI provides additional information on changes in non-performing
assets, restructured loans and performing loans 90 days past due for the last
six quarters.
Loans that are 90 days delinquent as to principal or interest are reviewed
for nonaccrual status. Nonaccrual status refers to loans no longer accruing
interest. If collection of interest is less than probable or the collection of
principal is doubtful, accrual of interest income is discontinued and
previously accrued interest is reversed. Interest income on nonaccrual loans
is recognized on a cash basis. Loans that are not well secured and in the
process of collection are placed on nonaccrual.
Well secured refers to debt collateralized in the form of liens on or
pledges of real or personal property, including securities, that is secured to
the net realizable value of the recorded investment. Debt is also considered
to be well secured if guaranteed by a financially responsible party with the
capacity to repay the debt.
In process of collection refers to actions to collect the debt in due
course either through legal action, including judgment enforcement procedures
or, in appropriate circumstances, through collection efforts not involving
legal action which are reasonably expected to result in repayment of the debt
or in its restoration to a current status. A loan is considered to be in
process of collection when, based upon a probable specific event such as the
closing of a negotiated sales contract, it is expected that the loan will be
repaid or brought current. There must be evidence that collection in full of
amounts due and unpaid will occur shortly. The timing and amount of repayment
should be certain and should occur within 90 days from the date of review by
the Credit Policy Committee.
As illustrated in Schedule VII, of total non-performing assets, 73.9% are
located in major metropolitan areas of Georgia, South Carolina and Tennessee.
The diversified
14 Bankers First Corporation
<PAGE> 15
economic base of these areas and their proximity to the Company's banking
operations are expected to be strong factors in reducing the level of
non-performing assets. However, further declines in commercial real estate and
real estate construction markets or in other economic sectors could potentially
result in increased levels of charge-offs, non-performing assets and provision
for loan losses.
SCHEDULE VI
BANKERS FIRST CORPORATION AND SUBSIDIARIES
NON-PERFORMING ASSETS, RESTRUCTURED LOANS AND 90 DAY PAST DUE LOANS
(Dollars in thousands)
<TABLE>
<CAPTION>
1995 1994
------------------- ---------------------------------
6/30 3/31 12/31 9/30 6/30 3/31
-------- ------- ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C>
NON-PERFORMING ASSETS
Nonaccrual Loans $ 4,967 3,688 2,862 2,581 3,143 3,186
Assets Acquired by Foreclosure 2,875 4,010 3,504 4,751 5,553 7,199
-------- ------- ------ ------ ------ ------
Total Non-Performing Assets 7,842 7,698 6,366 7,332 8,696 10,385
RESTRUCTURED LOANS 2,347 2,397 2,424 8,384 10,083 10,100
PERFORMING LOANS - 90 DAYS PAST DUE 1,984 1,749 2,188 1,607 1,166 2,050
-------- ------- ------ ------ ------ ------
Total NPA, Restructured & 90 Day Past Due $ 12,173 11,844 10,978 17,323 19,945 22,535
======== ======= ====== ====== ====== ======
AS A PERCENTAGE OF TOTAL ASSETS
Non-Performing Assets 0.70 % 0.70 0.60 0.70 0.89 1.09
Restructured Loans 0.21 0.21 0.23 0.81 1.02 1.07
Performing Loans - 90 Days Past Due 0.18 0.16 0.21 0.15 0.12 0.21
-------- ------- ------ ------ ------ ------
Total 1.09 % 1.07 1.04 1.66 2.03 2.37
======== ======= ====== ====== ====== ======
</TABLE>
SCHEDULE VII
BANKERS FIRST CORPORATION AND SUBSIDIARIES
NON-PERFORMING ASSETS BY GEOGRAPHIC LOCATION AND LOAN TYPES
JUNE 30, 1995
(Dollars in thousands)
<TABLE>
<CAPTION>
Residential Commercial Other
--------------------- ------------ -------------
MSA/STATE A&D Const Perm Const Perm Corp Cons Total
-----------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Atlanta, GA $ - - 123 - 320 - - 443
Augusta, GA/SC 25 754 697 826 1,276 996 4,574
Chattanooga, TN/GA - - 26 - - 4 115 145
Savannah, GA - 404 - - 75 152 2 633
Other - GA, SC, TN - - 2 81 1,114 - 23 1,220
----- ----- ----- --- ----- ----- ----- -----
Total GA, SC, TN 25 1,158 848 81 2,335 1,432 1,136 7,015
Other - - 518 - - - 309 827
----- ----- ----- --- ----- ----- ----- -----
Total $ 25 1,158 1,366 81 2,335 1,432 1,445 7,842
===== ===== ===== === ===== ===== ===== =====
</TABLE>
Bankers First Corporation 15
<PAGE> 16
SCHEDULE VIII
BANKERS FIRST CORPORATION AND SUBSIDIARIES
PERFORMING COMMERCIAL REAL ESTATE AND CONSTRUCTION LOANS BY GEOGRAPHIC
LOCATION
JUNE 30, 1995
(Dollars in thousands)
<TABLE>
<CAPTION>
MSA/STATE
<S> <C> <C>
Atlanta, GA $ 38,792 22.38 %
Augusta, GA/SC 78,380 45.22
Chattanooga, TN/GA 1,851 1.07
Savannah, GA/SC 13,646 7.87
Other - GA, SC, TN 31,965 18.44
--------- -----
Total GA, SC, TN 164,634 94.98
FL, NC, VA 8,704 5.02
--------- -----
Total $ 173,338 100.0 %
========= =====
</TABLE>
LIQUIDITY
The Company's principal sources of funds are deposits, principal and
interest payments on loans and mortgage-backed securities, proceeds from the
sale of loans and securities, FHLB advances, other borrowings, and earnings on
investments.
The principal uses of funds are the origination and purchase of loans,
acquisition of investment and mortgage-backed securities, interest payments on
deposits and borrowings, payment for maturing certificates, repayments of
borrowings and other operating expenses. Schedule V summarizes loan
origination, sale, payment and swap activity for the past six quarters.
At June 30, 1995, the Company maintained $28.7 million in cash and cash
equivalents and $101.5 million in investments. Approximately 49.7% of the
investment portfolio matures or reprices within twelve months. The average
balance sheets with related yield and cost data presented in Schedule IX
provide additional liquidity information.
16 Bankers First Corporation
<PAGE> 17
SCHEDULE IX
BANKERS FIRST CORPORATION AND SUBSIDIARIES
AVERAGE BALANCES WITH YIELD/COST FOR PERIOD:
(Dollars in thousands)
<TABLE>
<CAPTION>
Quarter ending 12 Month Average
June 30, 1995 1994
-------------------- -----------------
Avg. Bal. Rate Avg. Bal. Rate
----------- ----- --------- -----
<S> <C> <C> <C> <C>
EARNING ASSETS
Investment portfolio $ 33,074 7.65 36,173 6.42
FHLB Stock 12,951 7.26 11,342 6.23
Mortgage Backed Securities 75,781 7.27 92,815 6.48
Residential Construction 55,779 9.67 36,357 8.52
Commercial Construction 11,912 8.96 13,897 7.99
For Sale Residential 2,861 8.39 3,090 5.11
Residential Fixed Rate 215,917 8.38 202,956 7.73
Residential ARM/GPM/Balloon 269,052 6.67 200,890 6.93
Commercial Fixed Rate 11,258 11.19 12,927 10.85
Commercial Adj/Baln/Float 156,358 9.12 153,463 8.28
Corporate Loans 18,696 8.65 16,340 8.68
Consumer Credit Cards 12,775 13.90 11,858 13.05
Consumer Single Payment 3,426 9.48 2,816 8.06
Consumer Add-On 3,133 7.41 3,742 6.60
Consumer H.O.M.E. Loans 28,586 10.30 28,297 8.66
Consumer Other Loans 135,335 8.80 100,395 8.70
Deferred Loan Fees and Unearned Interest (1,313) N/A (1,692) N/A
Reserves for Losses (7,852) N/A (8,551) N/A
----------- ----- ------- -----
Total Earning Assets $ 1,037,729 8.29 917,115 7.82
=========== ===== ======= =====
NON-INTEREST ASSETS:
Cash and Amounts Due from Depository Institutions $ 24,451 22,521
Cost in Excess of Net Assets Acquired 4,906 2,243
Other Assets 42,733 44,055
----------- -------
72,090 68,819
----------- -------
TOTAL ASSETS $ 1,109,819 985,934
=========== =======
INTEREST BEARING LIABILITIES:
Overnight Money Markets $ 14,243 2.70 22,810 2.72
Certificates - 2 to 3 Month 1,572 3.06 4,180 2.94
Certificates - 6 Month 30,640 4.84 34,937 3.46
Certificates - 12 Month 103,908 5.59 62,593 3.74
Certificates - 13 to 29 Month 161,379 5.15 124,050 4.60
Certificates - 30 Month 41,498 5.02 49,184 5.06
Certificates - 31 to 59 Month 29,785 5.20 25,847 5.40
Certificates - 60 Month & Over 93,695 6.36 72,608 6.37
Jumbo Certificates 48,055 5.59 61,198 4.71
Savings Accts-Regular & Club 82,911 2.86 83,833 2.65
Super NOW Accounts 6,032 2.66 7,591 2.67
Checking Accounts 121,840 2.31 101,869 2.18
Commercial Investors Checking 15,001 2.73 17,637 2.51
Other Repurchase Agreements 41 - 61 3.28
Borrowed Money 251,817 6.12 221,843 5.14
Accrued Interest-Savings& Checking 4,288 N/A 3,723 N/A
----------- ----- ------- -----
Total Interest Bearing Liabilities $ 1,006,705 4.89 893,964 4.21
=========== ===== ======= =====
NON-INTEREST LIABILITIES AND EQUITY:
Other Liabilities $ 12,677 11,744
Total Net Worth 90,437 80,226
----------- -------
Total Non-Interest Liabilities & Equity $ 1,109,819 985,934
=========== =======
</TABLE>
Bankers First Corporation 17
<PAGE> 18
REGULATORY MATTERS
The Federal Deposit Insurance Corporation Improvement Act of 1991
("FDICIA") contained significant changes to the legal and regulatory
environment for insured depository institutions, including prompt corrective
action regulations, reductions in insurance coverage for certain kinds of
deposits, increased supervision by the Federal regulatory agencies, increased
reporting requirements for insured institutions, and new regulations concerning
internal controls, accounting, and operations.
The prompt corrective action regulations define specific capital categories
based on an institution's capital ratios. The capital categories, in declining
order, are "well capitalized", "adequately capitalized", "undercapitalized",
"significantly undercapitalized", and "critically undercapitalized".
Institutions categorized "undercapitalized" or worse are subject to certain
restrictions. To be considered "adequately capitalized", an institution must
generally have a leverage or core ratio greater than 4%, and a total risk-based
capital ratio greater than 8%.
Bankers First Savings Bank, FSB meets the regulatory definition of well
capitalized: a core capital ratio greater than 5% and a total risk-based
capital ratio greater than 10%. Schedule X summarizes the Bank's regulatory
capital at June 30, 1995.
SCHEDULE X
BANKERS FIRST SAVINGS BANK, FSB
ANALYSIS OF CAPITAL AND CAPITAL REQUIREMENTS
JUNE 30, 1995
(Dollars in thousands)
<TABLE>
<CAPTION>
Risk-
Tangible Core Risk- based
Tangible capital Core capital based captial
capital ratio capital ratio captial ratio
------- -------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Equity capital $71,886 $71,886 $71,886
Qualifying subordinated debentures 3,520
Cost in excess of net assets acquired (4,725) (4,725) (4,725)
General valuation allowances 7,569
Excluded unrealized net
investment gains (829) (829) (829)
------- ------- -------
Regulatory capital 66,332 6.07 % 66,332 6.07 % 77,421 10.62 %
Capital requirement 16,382 1.50 % 43,686 4.00 % 58,341 8.00 %
------- ---- ------- ---- ------- -----
Capital exceeding requirement $49,950 4.57 % $22,646 2.07 % $19,080 2.62 %
======= ==== ======= ==== ======= =====
</TABLE>
The Bank may distribute as a dividend the higher of 100% of its net income
to date during the calendar year plus the amount that would reduce by one-half
its surplus capital ratio at the beginning of the calendar year or 75% of its
net income over the most recent four quarter period. At June 30, 1995 the
amount available for distribution as a dividend by the Bank is $14.2 million.
In addition, without the approval of OTS, capital distributions may not be made
if the effect thereof would be to cause the Bank's net worth to be reduced
below the regulatory capital requirements. No dividends were paid from the
Company's bank subsidiary in 1995 and 1994.
18 Bankers First Corporation
<PAGE> 19
PART II. OTHER INFORMATION
ITEM 4. RESULTS OF VOTES OF SECURITY HOLDERS
The Annual Meeting of the Shareholders of Bankers First Corporation was
held on May 10, 1995, for the purpose of electing a board of directors and
voting on the proposals described below. Proxies for the meeting were
solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934.
Detailed descriptions of the shareholder proposals are set forth in the
Registrant's 1995 Proxy Statement, dated March 27, 1995. The results of the
shareholder vote were announced at the reconvened annual shareholders meeting
on June 7, 1995 as disclosed in the press release attached as Exhibit 22.
The following nominees for directors were elected with the following vote
(except Robert E. Stagg):
<TABLE>
<CAPTION>
Shares Broker
Voted Shares Non
"For" "Withheld" Votes
<S> <C> <C> <C>
T. Richard Daniel 1,751,562 82,335 0
Larry DeMeyers 1,752,562 81,335 0
M. Jerry Garfinkle 2,112,466 6,183 0
Edward M. Gillespie 1,752,562 81,335 0
William B. Kuhlke, Jr. 1,752,562 81,335 0
H. M. Osteen, Jr. 1,750,917 82,980 0
R. Lee Smith, Jr. 1,752,562 81,335 0
J. William Weltch 1,751,562 82,335 0
Robert E. Stagg 1,750,562 83,335 0
</TABLE>
The shareholder proposal to sell or merge the Company was approved with
the following vote:
<TABLE>
<CAPTION>
Shares Shares Broker
Voted Voted Shares Non
"For" "Against" "Abstaining" Votes
<S> <C> <C> <C>
2,310,566 1,603,968 31,520 6,492
</TABLE>
Bankers First Corporation 19
<PAGE> 20
The shareholder proposal to terminate an existing stock option loan
program was approved with the following vote:
<TABLE>
<CAPTION>
Shares Shares Broker
Voted Voted Shares Non
"For" "Against" "Abstaining" Votes
<S> <C> <C> <C>
2,482,874 1,418,567 44,613 6,492
</TABLE>
The shareholder proposal regarding the requirement of shareholder approval
of change in control agreements was approved with the following vote:
<TABLE>
<CAPTION>
Shares Shares Broker
Voted Voted Shares Non
"For" "Against" "Abstaining" Votes
<S> <C> <C> <C>
2,555,108 1,356,650 34,296 6,492
</TABLE>
The shareholder proposal to limit executive compensation in certain
circumstances was approved with the following vote:
<TABLE>
<CAPTION>
Shares Shares Shares
Voted Voted Shares Not
"For" "Against" "Abstaining" Voted
<S> <C> <C> <C>
1,794,869 1,629,873 521,312 6,492
</TABLE>
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits
22 Press release dated June 7, 1995 regarding
matters submitted to vote of shareholders
27 Financial Data Schedules (for SEC purposes only)
(b) Reports on Form 8-K - None
20 Bankers First Corporation
<PAGE> 21
SIGNATURES
Pursuant to the requirement of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
BANKERS FIRST CORPORATION
By: /s/ H. M. Osteen, Jr.
--------------------------------
H. M. Osteen, Jr.
Chairman and Chief Executive Officer
By: /s/ Glenn W. Peters
--------------------------------
Glenn W. Peters
Corporate Vice President and
Chief Financial Officer
Date: August 10, 1995
Bankers First Corporation 21
<PAGE> 1
Exhibit 22
Bankers First Corporation News Release
--------------------------------------------------------------------------------
June 7, 1995 FOR IMMEDIATE RELEASE
BANKERS FIRST ANNOUNCES DISCUSSIONS WITH OTHER FINANCIAL INSTITUTIONS
CONCERNING POTENTIAL MERGER
Bankers First Corporation announced today at its reconvened annual meeting
of shareholders that its Board of Directors had unanimously decided to pursue
discussions with several financial institutions concerning a potential merger
of Bankers First. Certain of these institutions have recently expressed
interest in acquiring Bankers First if Bankers First decides that it is an
appropriate time to consider merging with another financial institution.
"For more than two years, the Board of Directors has pursued an announced
business strategy of enhancing the potential for greater shareholder value by
increasing earnings through focusing on improved asset quality and reduced real
estate investment," stated H. M. Osteen, Jr., Chairman and Chief Executive
Officer. "I believe the Board's decision to pursue this approach over the last
two and a half years and resist calls for sale of Bankers First in 1993 and
1994 has been correct and has considerably increased the value of Bankers
First. As I indicated at the annual meeting on May 10, the Board has been
scheduled during the second quarter to consider with its investment banker
alternatives aimed at maximizing shareholder value, including whether Bankers
First should merge with another institution. The Board met on May 16 with its
investment banker and concluded that its strategy of building shareholder value
had been substantially achieved; therefore certain exploratory discussions in
connection with a potential merger were appropriate. The Board met again on
May 24 following receipt of expressions of interest from several institutions
and authorized its investment banker to discuss the prospect of merger with a
number of financial institutions. Such discussions will enable the Board to
determine whether a merger can be negotiated at this time which is in the best
interest of Bankers First and its shareholders. These discussions are likely
to continue over the next several weeks."
Bankers First also announced at the reconvened annual shareholders meeting
that eight members had been elected to the Board of Directors including seven
incumbents and M. Jerry Garfinkle, the nominee of Mid-Atlantic Investors.
Also, four shareholder proposals recommending that the Board take certain
actions were approved. Holders of approximately 83 percent of the outstanding
common stock were represented at the meeting in person or by proxy, and the
shareholder proposals recommended Board action to (i) sell or merge Bankers
First (59% for to 41% against), (ii) terminate an existing stock option loan
program (64% to 36%), (iii) avoid change in control agreements not approved by
shareholders (65% to 35%) and (iv) limit executive compensation in certain
circumstances (52% to 48%).
ONE 10TH STREET -- AUGUSTA, GEORGIA 30901
--------------------------------------------------------------------------------
22 Bankers First Corporation
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF BANKERS FIRST CORPORATION FOR THE THREE AND SIX MONTH
PERIODS ENDED JUNE 30, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> JUN-30-1995
<EXCHANGE-RATE> 1
<CASH> 24,902
<INT-BEARING-DEPOSITS> 3,811
<FED-FUNDS-SOLD> 75
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 54,004
<INVESTMENTS-CARRYING> 47,475
<INVESTMENTS-MARKET> 47,663
<LOANS> 930,907
<ALLOWANCE> 7,923
<TOTAL-ASSETS> 1,114,617
<DEPOSITS> 752,722
<SHORT-TERM> 183,945
<LIABILITIES-OTHER> 12,683
<LONG-TERM> 72,979
<COMMON> 47
0
0
<OTHER-SE> 92,241
<TOTAL-LIABILITIES-AND-EQUITY> 1,114,617
<INTEREST-LOAN> 37,805
<INTEREST-INVEST> 4,209
<INTEREST-OTHER> 219
<INTEREST-TOTAL> 42,233
<INTEREST-DEPOSIT> 15,711
<INTEREST-EXPENSE> 23,666
<INTEREST-INCOME-NET> 18,567
<LOAN-LOSSES> 625
<SECURITIES-GAINS> 12
<EXPENSE-OTHER> 12,585
<INCOME-PRETAX> 9,463
<INCOME-PRE-EXTRAORDINARY> 6,392
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6,392
<EPS-PRIMARY> 1.27
<EPS-DILUTED> 1.26
<YIELD-ACTUAL> 3.59
<LOANS-NON> 4,967
<LOANS-PAST> 1,984
<LOANS-TROUBLED> 2,347
<LOANS-PROBLEM> 1,395
<ALLOWANCE-OPEN> 7,710
<CHARGE-OFFS> 617
<RECOVERIES> 205
<ALLOWANCE-CLOSE> 7,923
<ALLOWANCE-DOMESTIC> 7,923
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
