Filed by BB&T Corporation
Pursuant to Rule 425 under the
Securities Act of 1933
Commission File No.: 001-10853
Subject Company: BB&T Corporation
<PAGE>
BB&T
and
BankFirst Corporation
Knoxville, TN
Expanding a Great Franchise
Analyst Presentation
August 23, 2000
<PAGE>
Forward-Looking Information
BB&T has made forward-looking statements in the accompanying analyst
presentation materials that are subject to risks and uncertainties. These
statements are based on the beliefs and assumptions of the management of BB&T,
and on the information available to management at the time the analyst
presentation materials were prepared. In particular, the analyst materials in
this report include statements regarding estimated earnings per share of BB&T on
a stand alone basis, expected cost savings from the merger, estimated
restructuring charges relating to the merger, estimated increases in BankFirst
Corporation's fee income ratio, the anticipated accretive effect of the merger,
and BB&T's anticipated performance in future periods. With respect to estimated
cost savings and restructuring charges, BB&T has made assumptions about, among
other things, the extent of operational overlap between BB&T and BankFirst
Corporation, the amount of general and administrative expense consolidation,
costs relating to converting BankFirst Corporation's bank operations and data
processing to BB&T's systems, the size of anticipated reductions in fixed labor
costs, the amount of severance expenses, the extent of the charges that may be
necessary to align the companies' respective accounting reserve policies, and
the cost related to the merger. The realization of cost savings and the amount
of restructuring charges are subject to the risk that the foregoing assumptions
are inaccurate.
Any statements in the accompanying exhibit regarding the anticipated accretive
effect of the merger and BB&T's anticipated performance in future periods are
subject to risks relating to, among other things, the following possibilities:
(1) expected cost savings from this merger or other previously announced mergers
may not be fully realized or realized within the expected time frame; (2)
deposit attrition, customer loss or revenue loss following proposed mergers may
be greater than expected; (3) competitive pressure among depository and other
financial institutions may increase significantly; (4) costs or difficulties
related to the integration of the businesses of BB&T and its merger partners,
including BankFirst Corporation, may be greater than expected; (5) changes in
the interest rate environment may reduce margins; (6) general economic or
business conditions, either nationally or regionally, may be less favorable than
expected, resulting in, among other things, a deterioration in credit quality,
or a reduced demand for credit; (7) legislative or regulatory changes, including
changes in accounting standards, may adversely affect the businesses in which
BB&T and BankFirst Corporation are engaged; (8) adverse changes may occur in the
securities markets; and (9) competitors of BB&T and BankFirst Corporation may
have greater financial resources and develop products that enable such
competitors to compete more successfully than BB&T and BankFirst Corporation.
BB&T believes these forward-looking statements are reasonable; however, undue
reliance should not be placed on such forward-looking statements, which are
based on current expectations. Such statements are not guarantees of
performance. They involve risks, uncertainties and assumptions. The future
results and shareholder value of BB&T following completion of the merger may
differ materially from those expressed in these forward-looking statements. Many
of the factors that will determine these results and values are beyond
management's ability to control or predict.
1
<PAGE>
The foregoing may be deemed to be offering materials of BB&T Corporation in
connection with BB&T's proposed acquisition of BankFirst Corporation on the
terms and subject to the conditions in the Agreement and Plan of Reorganization,
dated August 22, 2000, between BB&T and BankFirst. This disclosure is being made
in connection with Regulation of Takeovers and Security Holder Communications
(Release Nos. 33-7760 and 34-42055) adopted by the Securities and Exchange
Commission ("SEC").
Shareholders of BankFirst and other investors are urged to read the proxy
statement/prospectus that will be included in the registration statement on Form
S-4 which BB&T will file with the SEC in connection with the proposed merger
because it will contain important information about BB&T, BankFirst, the merger,
the persons soliciting proxies in the merger and their interests in the merger
and related matters. After it is filed with the SEC, the proxy
statement/prospectus will be available for free, both on the SEC's web site
(http://www.sec.gov) and from BankFirst and BB&T as follows:
C. David Allen Alan W. Greer
Chief Financial Officer and Secretary Shareholder Reporting
BankFirst Corporation BB&T Corporation
625 Market Street Post Office Box 1290
Knoxville, TN 37901 Winston-Salem, North Carolina 27102
Phone: (865) 595-1100 Phone: (336) 733-3021
In addition to the proposed registration statement and proxy
statement/prospectus, BB&T and BankFirst file annual, quarterly and special
reports, proxy statements and other information with the SEC. You may read and
copy any reports, statements or other information filed by either company at the
SEC's public reference rooms at 450 Fifth Street, N.W., Washington, D.C. 20549
or at the SEC's other public reference rooms in New York, New York and Chicago,
Illinois. Please call the SEC at 1-800-SEC-0330 for further information on the
public reference rooms. BB&T's and BankFirst's filings with the SEC are also
available to the public from commercial document-retrieval services and on the
SEC's web site at http://www.sec.gov.
2
<PAGE>
Outline
- Background and transaction terms
- Financial Data
- Rationale and strategic objectives
- Investment criteria
- Summary
3
<PAGE>
BB&T Corporation (BBT)
- $56.8 billion financial holding company*
- 859 branch locations in NC, SC, VA, GA, MD, WV, KY, and the District of
Columbia
For 3 months
ended 6/30/00**
-------------
- ROA 1.62%
- Cash Basis ROA 1.76%
- ROE 21.33%
- Cash Basis ROE 27.57%
- Cash Basis Efficiency Ratio 50.23%
* Includes the pending acquisition of FCNB Corp
** Recurring earnings
4
<PAGE>
BankFirst Corporation (BKFR)
- $848.8 million bank holding company
- 32 banking offices in Tennessee
For 3 months
ended 6/30/00*
-------------
- ROA 1.07%
- Cash Basis ROA 1.09%
- ROE 10.37%
- Cash Basis ROE 10.54%
- Cash Basis Efficiency Ratio 66.09%
* Recurring earnings
5
<PAGE>
Pro Forma Company Profile
- Size: $57.6 billion in assets
- $11.1 billion in market capitalization*
- Offices: NC: 337
VA: 146
GA: 102
SC: 90
WV: 83
MD: 83
TN: 32
KY: 10
DC: 8
--------------
Total 891
* Based on closing prices as of 8/22/00
6
<PAGE>
Terms of the Transaction
7
<PAGE>
Terms of the Transaction
- Purchase price: $12.21 per share*
- Aggregate value: $149.7 million*
- Consideration: Fixed exchange ratio of .4554 of a BB&T
share of common stock for each BankFirst
share
- Structure: Tax-free exchange of stock equal to 100% of
purchase price
- Accounting Treatment: Transaction will be accounted for as a
purchase
- Lock-up provision: Stock option agreement
- Expected closing: First quarter 2001
* Based on BB&T's closing stock price of $26.8125 as of 8/22/00
8
<PAGE>
Pricing
- Purchase price $12.21
- Premium/market 9.8%*
- Price/6-30-00 stated book 1.61x
- Price/LTM EPS 16.3x
- Price/LTM Core EPS 15.9x
- BB&T shares issued 5.6 million**
* Based on BKFR's closing stock price of $11.125 as of 8/22/00
** BB&T shares issued based on BankFirst corporation shares outstanding adjusted
for stock options using the treasury method and conversion of BankFirst's
perferred shares to common
9
<PAGE>
<TABLE>
Acquisition Comparables*
Acqusisitions Announced since February 1, 2000
with Deal Values between $100 Million and $2 Billion
<CAPTION>
Seller Deal Deal Pr/ Deal PR/
Date Total Deal Value/ Deal Pr/ Deal Deal Pr/ LTM LTM Core
Buyer Seller Announced Assets Value Assets Stock Pr Pr/Bk Tg Bk EPS EPS
----- ------ --------- ------ ----- ------ -------- ----- ----- --- ---
($M) ($M) (%) (%) (%) (%) (x) (x)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Wells Fargo & First Commerce
Company Bancshares Inc. 2/2/2000 2,545.6 479.7 18.8 8.9 191.7 197.2 16.2 18.3
BB&T Corporation One Valley Bancorp
Inc. 2/7/2000 6,413.0 1,202.2 18.8 30.1 211.4 232.5 15.1 15.4
Hunting Bancshares Empire Banc
Inc. Corporation 2/7/2000 505.9 138.7 27.4 39.5 304.0 306.1 19.8 25.9
BancorpSouth Inc. First United
Bancshares Inc. 4/17/2000 2,666.0 455.7 17.1 42.6 175.3 186.7 13.6 13.7
M&T Bank Corporation Keystone Financial
Inc. 5/17/2000 7,012.3 1,026.7 14.6 33.4 184.5 204.0 21.2 12.5
U.S. Bancorp Scripps Financial
Corporation 6/27/2000 643.3 155.2 24.1 29.5 325.6 325.6 32.9 32.4
M&T Bank Corporation Premier National
Bancorp Inc. 7/10/2000 1,570.1 343.2 21.9 57.0 242.8 250.9 16.5 16.7
Southwest Securities Matrix Bancorp
Group Inc. 7/14/2000 1,302.6 112.3 8.6 140.6 176.9 176.9 11.2 11.4
BB&T Corp. FCNB Corp 7/27/2000 1,593.1 226.5 14.2 (8.8) 243.3 259.7 19.5 15.4
Maximum 7,012.3 1,202.2 27.4 140.6 325.6 325.6 32.9 32.4
Minimum 505.9 112.3 8.6 (8.8) 175.3 176.9 11.2 11.4
Average 2,694.7 460.0 18.4 41.4 228.4 237.7 18.4 18.0
Median 1,593.1 343.2 18.8 33.4 211.4 232.5 16.5 15.4
Deal Price $12.21
BB&T Corp BankFirst Corporation 848.8 149.7 17.6 9.8 161.2 164.5 16.3 15.9
Over/(Under) Average Comparables (310.3) (0.8) (31.7) (67.2) (73.3) (2.2) (2.1)
* Source for Acquisition Comparables: SNL Securities.
10
</TABLE>
<PAGE>
Financial Data
11
<PAGE>
Financial Summary
For Quarter Ended: 6/30/00 6/30/00
BB&T* BankFirst*
---- ---------
ROA 1.62% 1.07%
ROE 21.33 10.37
Net interest margin (FTE) 4.22 4.48
CB Efficiency ratio 50.23 66.09
Net charge-offs .22 .35
Reserve/NPLs 384.28 138.95
NPAs/assets .29 .79
* Recurring earnings
12
<PAGE>
Capital Strength
BB&T BankFirst
(6/30/00) (6/30/00)
--------- ---------
Equity/assets 7.6% 10.4%
Leverage capital ratio 7.1% 10.4%
Total risk-based capital 12.7% 14.5%
13
<PAGE>
Rationale For Acquisition
- BB&T has an announced strategy to pursue in-market (Carolinas/Virginia/West
Virginia/DC/Maryland/Georgia) and contiguous state acquisitions of high
quality banks and thrifts in the $250 million to $10 billion range. The
acquisition of BankFirst Corporation is consistent with this strategy.
- This acquisition is very consistent with past acquisitions which we have
successfully executed, i.e. it fits our model.
14
<PAGE>
Strategic Objectives
The key strategic objectives achieved in this acquisition:
- Enhances franchise value as it expands BB&T's branch distribution system
along the I-75/81 corridors; serving contiguous markets to BB&T's existing
presence in Dalton, Georgia and western North Carolina and Virginia
communities.
- Improves efficiency
- 20% cost savings fully realized in the first 12 months of operations
following conversion.
- Supplements BankFirst's strong commercial banking franchise with BB&T's
retail products and delivery strategy.
- Increases product and market penetration through the use of BB&T's world
standard sales system.
15
<PAGE>
Franchise Enhancement
- Acquisition of a successful $848.8 million community bank that has an
operating philosophy and core values very similar to those of BB&T.
- Provides BB&T with a strong market presence along the I-75/81 corridors in
eastern Tennessee.
- Significant cross-sell opportunities from addition of BB&T's broad product
line.
16
<PAGE>
Efficiency Improvement
Targeted Annual Cost Savings
----------------------------
$6.2 million or approximately
20.0% of BankFirst's
expense base
17
<PAGE>
After-Tax One-Time Charges
One-time after-tax merger-related charges
$2.9 million
18
<PAGE>
Branch Locations
[Map showing location of both existing and pending BB&T branches
throughout MD, VA, WV, KY, TN, NC, SC and GA inserted here]
19
<PAGE>
Branch Locations
[Map showing location of BankFirst Corporation branches
throughout Tennessee inserted here]
20
<PAGE>
Market Characteristics
[Graphic of State of Tennesee with Metro Knoxville region
indicated by one red star inserted on left side of slide]
- Tennessee is listed among the nation's 10 strongest economies by U. S. News
and World Report.
- Tennessee is ranked 7th nationally in percentage increase of new business
incorporations by Dun and Bradstreet.
- Tennessee is ranked 8th nationally in percentage increase of median
household income by the Bureau of Census.
- Tennessee is the 9th fastest growing state in the nation in terms of
population.
- The Tennessee Valley Industrial Development Association was ranked among the
top 10 utility economic development organizations by Site Selection
magazine.
21
<PAGE>
Market Characteristics
[Graphic of State of Tennessee with Metro Knoxville region
indicated by one red stare and surronding counties highlighted
inserted on left side of slide]
- The Knoxville-Oak Ridge Smoky Mountains Region ranks number one nationally
in relocation popularity. Counties in this region have the fastest growing
populations of all U. S. counties. The Wadley-Donouan Group, Ltd. states
that the region is one of the few geographic areas in the U. S. with a
growing 18-34 year old population.
- With the U. S. Dept. of Energy's Oak Ridge National Laboratory, the
University of Tennessee (designated a Carnegie 1 research institution), and
over 500 technology companies, the Knoxville-Oak Ridge Smoky Mountains
Region is home to more than 7,500 scientists and engineers. The
Knoxville/Oak Ridge Technology Corridor has become one of the top U. S.
sites for technology R&D and entrepreneurial opportunity.
- Federal officials are considering building in or near Oak Ridge the
Spellation Neutron Source Facility, a $1.3 billion research facility that
would directly create about 2,400 jobs.
- The Knoxville-Oak Ridge Smoky Mountains Region ranked among the top 50 most
wired communities by Yahoo! Internet Life.
- Three of the nation's busiest highways intersect in Knoxville: I-40, I-75,
and I-81.
22
<PAGE>
BB&T Investment Criteria
- EPS and Cash Basis EPS (accretive by year 2)
- Internal rate of return (15% or better)
- Return on equity and Cash Basis ROE (accretive by year 3)
- Return on assets and Cash Basis ROA (accretive by year 3)
- Book value per share (accretive by year 5)
- Must not cause combined leverage capital ratio to go below 7%
Criteria are listed in order of importance. There are sometimes trade-
offs among criteria.
23
<PAGE>
Assumptions
- BB&T's 2000 and 2001 EPS are based on the First Call estimates of $2.17 and
$2.47 and subsequent years are based on 12% income statement and balance
sheet growth.
- BankFirst's 2000 EPS is based on the First Call estimate of $0.80.
- 20% annual cost savings ($6.2 million) fully realized in the first 12 months
following conversion.
- Growth Rates - Following the acquisition, we have assumed 12% income
statement and balance sheet growth except for the enhancements cited below:
- BankFirst's noninterest income is grown at approximately 15% in years
1-5 and then grown at 12% in the remaining periods.
- BankFirst's noninterest expense is grown at approximately 9% in year 1
and then at 12% in the remaining periods.
- BankFirst's core net interest margin (non-FTE) is held constant in all years
modeled.
- BankFirst's loan loss allowance is raised to 1.30% to match BB&T's reserve
philosophy.
- BankFirst's net charge-off rate for loan losses is raised to 0.35% in year 1
and is held constant thereafter.
24
<PAGE>
Earnings Per Share Impact
Accretion Accretion
(Dilution) Pro Forma (Dilution)
Pro Forma Pro Forma Cash Basis Pro Forma
EPS Shares EPS Shares
--------- ---------- ---------- ----------
2001* $ 2.47 $ 0.003 $ 2.63 $ 0.015
2002 2.78 0.013 2.93 0.025
2003 3.12 0.019 3.27 0.031
2004 3.50 0.025 3.65 0.037
2005 3.92 0.034 4.07 0.046
2006 4.39 0.042 4.54 0.053
2007 4.93 0.050 5.07 0.062
2008 5.52 0.060 5.67 0.071
2009 6.19 0.070 6.33 0.082
2010 6.93 0.082 7.08 0.094
Internal rate of return 18.92%
------
* Recurring earnings
25
<PAGE>
ROE Impact 1
Pro Forma
Pro Forma Cash Basis
ROE (%) Change ROE (%) Change
--------- ------ ---------- ------
2001 2 21.58 0.027 26.92 0.614
2002 21.87 0.091 26.28 0.574
2003 21.39 0.104 24.83 0.474
2004 20.93 0.112 23.61 0.397
2005 20.51 0.122 22.61 0.342
1 The decrease in ROE results from the build up in equity relative to assets. If
consistent with attaining and maintaining a leverage capital ratio of at least
7%, BB&T may choose to leverage the balance sheet further through future
purchase acquistions.
2 Recurring earnings
26
<PAGE>
ROA Impact
Pro Forma
Pro Forma Cash Basis
ROA (%) Change ROA (%) Change
--------- ------ ---------- ------
2001* 1.63 (0.025) 1.75 (0.018)
2002 1.64 (0.020) 1.74 (0.013)
2003 1.64 (0.017) 1.73 (0.011)
2004 1.65 (0.015) 1.73 (0.010)
2005 1.65 (0.013) 1.72 (0.008)
* Recurring earnings
27
<PAGE>
Book Value/Capital Impact
Pro Forma
Book Value Per Share
--------------------
Accretion Leverage Accretion
Stated (Diltion) Ratio (Dilution)
-------- ----------- ------- ------------
2001 $ 11.99 $ 0.002 6.98% (0.222)
2002 13.75 0.010 7.35 (0.203)
2003 15.77 0.023 7.70 (0.186)
2004 18.07 0.041 8.02 (0.170)
2005 20.65 0.065 8.30 (0.155)
2006 23.55 0.094 8.54 (0.141)
2007 26.79 0.130 8.76 (0.128)
2008 30.43 0.172 8.94 (0.116)
2009 34.51 0.221 9.10 (0.105)
2010 39.07 0.280 9.25 (0.095)
28
<PAGE>
Summary
- The acquisition of BankFirst Corp. is a strong strategic fit:
- It accomplishes our goal of expanding into contiguous markets and allows
for expansion into the strategic markets along the Tennessee I-75/81
corridors between existing BB&T markets in Georgia, Virginia, and North
Carolina.
- It fits culturally and geographically.
- It significantly enhances franchise value.
- Overall Investment Criteria are met:
- EPS and Cash Basis EPS accretive in year 1
- IRR 18.92%
- ROE and Cash ROE accretive in all years
- ROA and Cash ROA dilutive in all years (does not meet merger criteria)
- Book value accretive in all years
- Combined leverage ratio rises above 7% in year 2
29
<PAGE>
Appendix
- Historical Financial Data
- Glossary
- Where to go for additional information about BB&T, BankFirst and the merger
30
<PAGE>
<TABLE>
BankFirst Corporation
Financial Summary
<CAPTION>
YTD
1997 1998 1999 June 30, 2000
----------------------------------------- --------------
Earnings Summary (In thousands)
<S> <C> <C> <C> <C>
Interest Income (FTE)
Interest on loans & leases .................... $ 42,881 $ 47,846 $ 50,514 $ 27,567
Interest & dividends on securities ............ 8,578 8,208 8,334 4,689
Interest on temporary investments ............. 434 691 565 247
-------- -------- -------- --------
Total interest income (FTE) ............... 51,893 56,745 59,413 32,503
-------- -------- -------- --------
Interest Expense
Interest expense on deposit accounts .......... 21,104 22,734 21,933 12,641
Interest on short-term borrowings ............. 744 1,550 1,848 1,113
Interest on FHLB advances and other debt ...... 804 643 1,355 1,225
-------- -------- -------- --------
Total interest expense .................... 22,652 24,927 25,136 14,979
-------- -------- -------- --------
Net interest income (FTE) ..................... 29,241 31,818 34,277 17,524
Less taxable equivalency adjustment ...... 606 830 805 323
-------- -------- -------- --------
Net interest income ........................... 28,635 30,988 33,472 17,201
Provision for loan losses ..................... 2,935 1,706 1,996 1,145
-------- -------- -------- --------
Net interest income after provision ........... 25,700 29,282 31,476 16,056
-------- -------- -------- --------
Noninterest Income
Service charges on deposit accounts ........... 3,811 4,257 4,668 2,302
Non-deposit fees and commissions .............. 704 903 999 749
G / (L) on sale of securities ................. 309 124 40 6
Other operating income ........................ 833 4,019 4,960 2,323
-------- -------- -------- --------
Total noninterest income .................. 5,657 9,303 10,667 5,380
-------- -------- -------- --------
Noninterest Expense
Personnel ..................................... 11,110 15,054 15,731 8,016
Occupancy & equipment ......................... 4,253 4,776 4,653 2,358
FDIC premiums ................................. -- -- -- --
Other operating expenses ...................... 5,960 7,918 8,437 4,318
-------- -------- -------- --------
Total noninterest expense ................. 21,323 27,748 28,821 14,692
-------- -------- -------- --------
Net income before taxes ....................... 10,034 10,837 13,322 6,744
Income taxes .................................. 3,406 3,719 4,482 2,131
-------- -------- -------- --------
Net income before nonrecurring income/(charges) 6,628 7,118 8,840 4,613
-------- -------- -------- --------
Nonrecurring income/(charges) ................. -- (309) 46 (116)
-------- -------- -------- --------
Net income ................................ $ 6,628 $ 6,809 $ 8,886 $ 4,497
======== ======== ======== ========
Basic EPS ..................................... $ 0.66 $ 0.64 $ 0.77 $ 0.40
Diluted EPS ................................... 0.61 0.59 0.73 0.38
Diluted EPS before nonrecurring charges ....... 0.61 0.62 0.72 0.39
Book value (1) ................................ $ 5.76 $ 6.94 $ 7.31 $ 7.58
EOP shares .................................... 9,995 11,376 11,276 11,048
Basic shares .................................. 9,877 10,447 11,353 11,162
Diluted shares ................................ 10,876 11,466 12,231 11,953
Note 1: Adjusted for the conversion of preferred stock at the exchange rate of 3.0875 per preferred share.
31
</TABLE>
<PAGE>
<TABLE>
BankFirst Corporation
Financial Summary
<CAPTION>
YTD
1997 1998 1999 June 30, 2000
----------------------------------------- --------------
Average Balance Sheet
(In thousands)
<S> <C> <C> <C> <C>
Assets
Loans ...................................... $442,296 $501,669 $570,179 $607,278
Securities ................................. 128,796 128,833 132,098 144,908
Other earning assets ....................... 6,086 11,731 10,107 7,472
-------- -------- -------- --------
Total interest-earning assets .......... 577,178 642,233 712,384 759,658
-------- -------- -------- --------
Goodwill & other intangibles ............... 287 1,146 1,924 1,800
Other assets ............................... 44,254 60,448 67,995 70,382
-------- -------- -------- --------
Total assets ........................... $621,719 $703,826 $782,302 $831,840
======== ======== ======== ========
Net interest margin ........................ 5.07% 4.95% 4.81% 4.61%
Securities as a percent of earning assets .. 22% 20% 19% 19%
Liabilities & Shareholders' Equity
Interest-bearing deposits:
Money Market & NOW ......................... $141,941 $152,645 $171,708 $178,967
Savings .................................... 36,803 32,430 32,556 30,496
CD's and other time ........................ 270,782 297,210 308,902 336,422
-------- -------- -------- --------
Total interest-bearing deposits ........ 449,526 482,285 513,166 545,885
Short-term borrowed funds .................. 16,283 31,316 41,478 41,592
Long-term debt ............................. 12,214 8,826 24,885 39,550
-------- -------- -------- --------
Total interest-bearing liabilities ..... 478,023 522,427 579,529 627,027
Demand deposits ............................ 80,294 103,764 109,870 109,140
Other liabilities .......................... 6,320 8,536 7,654 8,772
-------- -------- -------- --------
Total liabilities ...................... 564,637 634,727 697,053 744,939
-------- -------- -------- --------
Preferred equity ........................... 1,110 1,028 905 905
Common equity .............................. 55,972 68,071 84,344 85,996
-------- -------- -------- --------
Total equity ........................... 57,082 69,099 85,249 86,901
-------- -------- -------- --------
-------- -------- -------- --------
Total liabilities & shareholders' equity ... $621,719 $703,826 $782,302 $831,840
======== ======== ======== ========
Other int-liab. as a percent of total assets 4.6% 5.7% 8% 10%
32
</TABLE>
<PAGE>
<TABLE>
BankFirst Corporation
Financial Summary
<CAPTION>
YTD
1997 1998 1999 June 30, 2000
----------------------------------------- --------------
Ratio Analysis
<S> <C> <C> <C> <C>
ROA, before nonrecurring charges ...... 1.07% 1.01% 1.13% 1.11%
ROCE, before nonrecurring charges ..... 11.84% 10.46% 10.48% 10.73%
Efficiency ratio ...................... 61.6% 67.7% 64.2% 64.2%
Adj. noninterest income / Adj. revenues 15.5% 22.4% 23.7% 23.5%
Average equity / Average assets ....... 9.2% 9.8% 10.9% 10.4%
Credit Quality
(In thousands)
Beginning ............................. $ 4,723 $ 6,098 $ 6,602 $ 7,400
----------- ----------- ----------- -----------
Provision ............................. 2,935 1,706 1,996 1,145
Acquired allowance .................... -- -- -- --
Net charge-offs ....................... (1,560) (1,202) (1,198) (907)
----------- ----------- ----------- -----------
Ending allowance ...................... $ 6,098 $ 6,602 $ 7,400 $ 7,638
----------- ----------- ----------- -----------
Allowance ............................. 1.31% 1.30% 1.26% 1.24%
Charge-off rate ....................... 0.35% 0.24% 0.21% 0.30%
Period end loans & leases ............. $ 464,572 $ 508,552 $ 585,616 $ 615,876
Period end common equity .............. $ 60,339 $ 81,936 $ 85,621 $ 87,028
Period total equity ................... 61,432 82,841 86,526 87,933
33
</TABLE>
<PAGE>
Glossary
Return on Assets - recurring earnings for the period as a percentage of average
assets for the period.
Return on Equity - recurring earnings for the period as a percentage of average
common equity for the period.
Cash Basis Performance Results and Ratios - These calculations exclude the
effect on net income of amortization expense applicable to certain intangible
assets. The ratios also exclude the effect of the unamortized balances of these
intangibles from assets and equity.
Efficiency Ratio - calculated as recurring noninterest expense as a percentage
of the sum of recurring net interest income on a fully taxable equivalent basis
and recurring noninterest income.
Leverage Capital Ratio - Common shareholders' equity excluding unrealized
securities gains and losses and certain intangible assets as a percentage of
average assets for the most recent quarter less certain intangible assets.
Total Risk-Based Capital Ratio - The sum of shareholders' equity, a qualifying
portion of subordinated debt and a qualifying portion of the allowance for loan
and lease losses as a percentage of risk-weighted assets.
Net Charge-Off Ratio - Loan losses net of recoveries as a percentage of average
loans and leases.
Internal Rate of Return - The interest rate that equates the present value of
future returns to the investment outlay. An investment is considered acceptable
if its IRR exceeds the required return. The investment is defined as the market
value of the stock and/or other consideration to be received by the selling
shareholders.
Recurring Results or Ratios - earnings excluding charges and expenses
principally related to completing mergers and acquisitions.
Certain of the ratios discussed above may be annualized if the applicable
periods are less than a full year.
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