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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 1, 1996
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BANKERS FIRST CORPORATION
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(Exact name of registrant as specified in its charter)
Georgia 0-12120 58-1529166
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
One 10th Street Augusta, Georgia 30901
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (706) 849-3200
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None
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Former name or former address, if changed since last report
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Item 5. Other Events
In a press release dated January 31, 1996, the Company announced the
results of operations for the fourth quarter and for the year ended December
31, 1995. The Company also announced that March 12, 1996 has been established
as the date for the shareholder meeting at which a vote will be taken on the
planned merger with SouthTrust Corporation. Shareholders of record on January
24, 1996 will be entitled to vote at the meeting. A copy of the January 31,
1996 press release is attached as Exhibit 99 to this current report on Form 8-K.
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
BANKERS FIRST CORPORATION
(REGISTRANT)
/S/ H.M. Osteen, Jr.
-----------------------------------
H.M. Osteen, Jr.
Chairman, President and Chief
Executive Officer
Date: February 1, 1996
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EXHIBIT 99.1
FOR MORE INFORMATION CALL: (706) 849-3235
Glenn W. Peters
Corporate Vice President and Chief Financial Officer
Bankers First Corporation
Augusta Riverfront Center
One 10th Street, Suite 700 January 31, 1996
Augusta, GA 30901 FOR IMMEDIATE RELEASE
BANKERS FIRST ANNOUNCES FOURTH QUARTER RESULTS
Bankers First Corporation today announced the results of operations for
1995. The Company reported a net loss for the fourth quarter of ($4.2) million,
or ($0.82) per share compared to net income of $3.0 million, or $0.61 per share
for the same quarter in 1994. Fourth quarter 1995 return on assets was (1.59%)
and return on equity was (17.55%).
Net income for the twelve months ended December 31, 1995 was $5.6
million, or $1.10 per share versus $10.8 million, or $2.19 per share in 1994.
Return on assets for 1995 was 0.52% and return on equity was 6.10%
At December 31, 1995, total assets were $1.05 billion, compared to
$1.06 billion a year earlier. Stockholders' equity stood at $90.6 million or
8.65% of total assets compared to $84.5 million or 7.94% a year earlier. Book
value and tangible book value per share outstanding were $19.00 and $18.13,
respectively.
In the fourth quarter of 1995, the Company recognized non-recurring
charges for bad debt recapture, provision for loan losses, and restructuring
charges. A brief discussion of these charges follows. The Company recognized a
restructuring charge of approximately $1.6 million which includes $0.5 million
in severance amounts for employees terminated before December 31, 1995, and
incurred merger related expenses of $0.9 million and miscellaneous other costs
of
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$0.2 million. The Company assessed the adequacy of its allowance for loan losses
during the fourth quarter of 1995 in light of a softening economy and possible
future credit quality declines in commercial real estate, real estate
construction, and the consumer loan portfolio which the Company has
significantly increased over the past 24 months. Based on this analysis, the
Company recorded a fourth quarter provision for loans losses of approximately
$1.9 million, which is approximately $1.0 million larger than the provision for
the nine months ended September 30, 1995. During 1995, the Company had studied
the potential benefits of a proposed conversion of the Bank from a savings bank
to a national bank. On December 19, 1995, the boards of directors of BFC and the
Bank formally authorized management to take the appropriate steps necessary to
effect such a conversion. The conversion, which is not contingent on the
consummation of the merger between SouthTrust and BFC, resulted in a 1995 fourth
quarter charge to tax expense of approximately $4.4 million to BFC. Legislation
is currently pending in Congress which, if passed could reduce or eliminate this
charge.
The Company also announced that March 12, 1996 has been established as
the date for the shareholder meeting at which a vote will be taken on the
planned merger with SouthTrust Corporation. Shareholders of record on January
24, 1996 will be entitled to vote at the meeting.
Bankers First Corporation is a financial services company principally
serving the Augusta and northwest Georgia (Rossville/Chattanooga, TN) markets
with 25 banking offices and 27 automated teller machines. The Company's common
stock is traded on the NASDAQ National Market System using the symbol BNKF. The
abbreviation found in most newspaper listings is "Bankers First."
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BANKERS FIRST CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (UNAUDITED)
(Dollars in thousands, except per share amounts)
<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31,
1995 1994
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<S> <C> <C>
ASSETS
Cash and amounts due from depository institutions $ 29,974 26,017
Interest-bearing deposits in other financial institutions 2,933 3,178
Investment securities available for sale, at market 51,360 44,816
Investment securities held to maturity (market value $42,525 in
1995 and $50,988 in 1994) 42,214 52,377
Federal Home Loan Bank stock 9,674 13,845
Loans receivable, net 863,558 878,892
Accrued interest receivable 6,705 6,334
Investment properties, net 14,952 14,846
Real estate owned, net 2,053 3,504
Premises and equipment, net 15,722 15,631
Cost in excess of net assets acquired 4,148 2,794
Other assets 3,934 1,613
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Total assets $1,047,227 1,063,847
========== =========
LIABILITIES
Deposits $ 758,847 683,881
Retail repurchase agreements 17,114 18,588
Advance payments by borrowers for taxes and insurance 2,121 2,414
Other borrowings 166,741 257,295
Other liabilities 11,769 17,208
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Total liabilities 956,592 979,386
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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 4,770,523 shares in 1995 and
4,500,442 shares in 1994 $ 48 45
Additional paid-in capital 57,094 55,222
Retained earnings (substantially restricted) 34,402 31,661
Loans to Employee Stock Ownership Plan and others (1,849) (2,286)
Net unrealized holding gains on securities available for sale 940 (181)
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Total stockholders' equity 90,635 84,461
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Total liabilities and stockholders' equity $1,047,227 1,063,847
========== =========
Book Value Per Share $ 19.00 18.77
========== =========
</TABLE>
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BANKERS FIRST CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(Dollars in thousands, except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended Year Ended
December 31, December 31,
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1995 1994 1995 1994
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<S> <C> <C> <C> <C>
Interest income:
Interest on loans $ 18,703 17,556 75,352 62,703
Interest on investment securities 1,844 1,884 7,466 8,031
Dividends on Federal Home Loan Bank stock 177 224 844 707
Other 89 84 408 302
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Total interest income 20,813 19,748 84,070 71,743
Interest expense:
Interest on deposits 9,306 6,910 34,095 25,810
Interest on retail repurchase agreements 112 137 439 442
Interest on other borrowings 2,448 3,565 13,005 11,395
-------- ------ ------ ------
Total interest expense 11,866 10,612 47,539 37,647
-------- ------ ------ ------
Net interest income 8,947 9,136 36,531 34,096
Provision for loan losses 1,950 1,100 2,875 1,800
-------- ------ ------ ------
Net interest income after provision for loan losses 6,997 8,036 33,656 32,296
Other income:
Loan servicing fees 57 57 229 231
Loan fees and service charges 274 245 1,029 995
Service charges on deposit accounts 1,359 1,260 5,444 4,793
Gain on sale of loans 267 55 823 83
Gain on sale of investment securities - (397) 12 1,465
Real estate operations (729) 1,241 80 946
Other 20 13 102 100
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Total other income 1,248 2,474 7,719 8,613
Operating expense:
Salaries and employee benefits 2,644 2,782 11,196 10,375
Net occupancy expense 1,209 1,212 4,650 4,435
Advertising and promotion 105 211 665 831
FDIC insurance expense 405 331 1,737 1,677
Amortization of costs in excess of net assets acquired 286 202 1,104 678
Restructuring charge 1,600 - 1,600 -
Other 1,310 1,249 5,287 5,133
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Total operating expense 7,559 5,987 26,239 23,129
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Net noninterest expense 6,311 3,513 18,520 14,516
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Income before income tax and extraordinary item 686 4,523 15,136 17,780
Income tax expense 4,863 1,498 9,560 6,047
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Income before extraordinary item (4,177) 3,025 5,576 11,733
Extraordinary item, net - - - (908)
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Net income $ (4,177) 3,025 5,576 10,825
======== ====== ====== ======
Primary earnings per share:
Income before extraordinary item $ (0.82) 0.61 1.10 2.37
Extraordinary item, net - - - (0.18)
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Net income $ (0.82) 0.61 1.10 2.19
======== ====== ====== ======
Weighted average common and common equivalent shares 5,080 4,932 5,067 4,937
======== ====== ====== ======
Fully diluted earnings per share:
Income before extraordinary item $ (0.82) 0.61 1.10 2.37
Extraordinary item, net - - - (0.18)
-------- ------ ------ ------
Net income $ (0.82) 0.61 1.10 2.19
======== ====== ====== ======
Weighted average common and common equivalent shares 5,082 4,932 5,070 4,938
======== ====== ====== ======
</TABLE>
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BANKERS FIRST CORPORATION
FINANCIAL HIGHLIGHTS (UNAUDITED)
(Dollars in thousands, except per share)
<TABLE>
<CAPTION>
THREE MONTHS ENDED PERCENT YEAR ENDED PERCENT
DECEMBER 31, CHANGE DECEMBER 31, CHANGE
-------------------- ------- -------------------- --------
1995 1994 1995 1994
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<S> <C> <C> <C> <C>
FOR THE PERIOD
Net interest income $ 8,947 9,136 (2.1)% $ 36,531 34,096 7.1%
Provision for loan losses 1,950 1,100 77.3 2,875 1,800 59.7
Other income 1,248 2,474 (49.6) 7,719 8,613 (10.4)
Operating expense 7,559 5,987 26.3 26,239 23,129 13.4
Income tax expense 4,863 1,498 224.6 9,560 6,047 58.1
Extraordinary item, net -- -- N/A -- (908) (100.0)
------ ----- ------- ------
Net Income (4,177) 3,025 (238.1) 5,576 10,825 (48.5)
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PER PRIMARY SHARE
Net income before extraordinary
item $ (0.82) 0.61 (234.4)% $ 1.10 2.37 (53.6)%
Extraordinary item, net -- -- N/A -- (0.18) (100.0)
------ ----- ------- ------
Net income (0.82) 0.61 (234.4) 1.10 2.19 (49.8)
PER OUTSTANDING SHARE
Dividends paid $ 0.15 0.15 0.0 $ 0.60 0.45 33.3
Book value 19.00 18.77 1.2 19.00 18.77 1.2
Tangible book value 18.13 18.15 (0.1) 18.13 18.15 (0.1)
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ASSET YIELDS/FUNDS COST
Yield on earning assets 3.49% 8.02% 5.9% 8.35% 7.82% 6.8%
Cost of funds 4.99 4.40 13.4 4.88 4.21 15.9
Interest spread 3.50 3.62 (3.3) 3.47 3.61 (3.9)
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PERFORMANCE MEASURES
Return on average assets (1.59)% 1.15% (238.3)% 0.52% 1.10% (52.7)%
Return on average equity (17.55) 14.52 (220.9) 6.10 13.49 (54.8)
Net yield on average earning
assets 3.68 3.74 (1.6) 3.63 3.72 (2.4)
Operating expense/average
assets 2.16 2.20 (1.8) 2.18 2.28 (4.4)
Non-performing assets/total
assets 0.60 0.60 0.0 0.60 0.60 0.0
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AT PERIOD END
Assets $1,047,227 1,063,847 (1.6)% $1,047,227 1,063,847 (1.6)%
Loans receivable 863,558 878,892 (1.7) 863,558 878,892 (1.7)
Earning assets 969,739 993,107 (2.4) 969,739 993,107 (2.4)
Deposits and retail repurchase
agreements 775,961 702,468 10.5 775,961 702,468 10.5
Tangible shareholders' equity 86,487 81,667 5.9 86,487 81,667 5.9
Tangible equity/assets 8.26% 7.68% 7.6% 8.26% 7.68% 7.6%
Common shares outstanding
(in thousands) 4,771 4,500 6.0 4,771 4,500 6.0
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AVERAGE BALANCES
Assets 1,050,954 1,052,122 (0.1)% $1,078,717 985,934 8.4%
Loans receivable 868,842 856,378 1.5 889,485 776,785 14.5
Earning assets 979,066 983,950 (0.5) 1,007,051 917,115 9.8
Deposits and retail repurchase
agreements 774,720 701,610 10.4 755,422 672,121 12.4
Stockholders' equity 95,195 83,326 14.2 91,479 80,226 14.0
Common and common equivalent
shares (in thousands) 5,080 4,932 3.0 5,062 4,937 2.5
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BANKERS FIRST SAVINGS BANK FSB
AT PERIOD END
Tangible capital ratio 6.50% 5.55% 17.1% 6.50% 5.55% 17.1%
Core capital ratio 6.50 5.69 14.2 6.50 5.69 14.2
Risk-based capital ratio 11.48 10.44 10.0 11.48 10.44 10.0
</TABLE>
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