Form 10-Q

FORM 10-Q

 


SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2007

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to

Commission File Number 0-14384

 


BancFirst Corporation

(Exact name of registrant as specified in charter)

 


 

Oklahoma   73-1221379

(State or other Jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

101 N. Broadway, Oklahoma City, Oklahoma

73102-8401

(Address of principal executive offices)

(Zip Code)

(405) 270-1086

(Registrant’s telephone number, including area code)

 

(Former name, former address and former fiscal year,

if changed since last report)

 


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  ¨.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  ¨    Accelerated filer  x    Non-accelerated filer  ¨

Indicated by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

As of April 30, 2007 there were 15,762,412 shares of the registrant’s Common Stock outstanding.

 



PART I – FINANCIAL INFORMATION

 

Item 1. Financial Statements.

BANCFIRST CORPORATION

CONSOLIDATED BALANCE SHEETS

(Unaudited)

(Dollars in thousands, except per share data)

 

     March 31,    

December 31,

2006

 
     2007     2006    

ASSETS

      

Cash and due from banks

   $ 130,571     $ 157,927     $ 148,487  

Interest-bearing deposits with banks

     2,313       15,857       6,470  

Federal funds sold

     435,000       285,000       335,000  

Securities (market value: $430,804, $428,369, and $432,945, respectively)

     430,765       428,222       432,910  

Loans:

      

Total loans (net of unearned interest)

     2,336,028       2,306,317       2,325,548  

Allowance for loan losses

     (27,493 )     (27,789 )     (27,700 )
                        

Loans, net

     2,308,535       2,278,528       2,297,848  

Premises and equipment, net

     83,559       75,319       82,336  

Other real estate owned

     1,058       1,733       1,379  

Intangible assets, net

     7,042       6,833       7,294  

Goodwill

     32,512       31,675       32,512  

Accrued interest receivable

     25,631       21,810       25,680  

Other assets

     64,700       54,813       48,658  
                        

Total assets

   $ 3,521,686     $ 3,357,717     $ 3,418,574  
                        

LIABILITIES AND STOCKHOLDERS’ EQUITY

      

Deposits:

      

Noninterest-bearing

   $ 881,975     $ 895,819     $ 866,787  

Interest-bearing

     2,187,231       2,039,161       2,107,518  
                        

Total deposits

     3,069,206       2,934,980       2,974,305  

Short-term borrowings

     47,080       30,090       23,252  

Accrued interest payable

     7,177       5,497       7,988  

Other liabilities

     15,071       20,015       11,531  

Long-term borrowings

     870       3,351       1,339  

Junior subordinated debentures

     26,804       51,804       51,804  

Minority interest

     —         1,282       —    
                        

Total liabilities

     3,166,208       3,047,019       3,070,219  
                        

Commitments and contingent liabilities

      

Stockholders’ equity:

      

Senior preferred stock, $1.00 par; 10,000,000 shares authorized; none issued

     —         —         —    

Cumulative preferred stock, $5.00 par; 900,000 shares authorized; none issued

     —         —         —    

Common stock, $1.00 par, 20,000,000 shares authorized; shares issued and outstanding: 15,721,936, 15,687,842 and 15,764,310, respectively

     15,722       15,688       15,764  

Capital surplus

     61,868       58,196       61,418  

Retained earnings

     276,943       240,794       271,073  

Accumulated other comprehensive income (loss), net of income tax (benefit) of $509, $(2,144) and $54, respectively

     945       (3,980 )     100  
                        

Total stockholders’ equity

     355,478       310,698       348,355  
                        

Total liabilities and stockholders’ equity

   $ 3,521,686     $ 3,357,717     $ 3,418,574  
                        

The accompanying notes are an integral part of these consolidated financial statements.

 

2


BANCFIRST CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(Dollars in thousands, except per share data)

 

     Three Months Ended
March 31,
 
     2007     2006  

INTEREST INCOME

    

Loans, including fees

   $ 46,515     $ 42,136  

Securities:

    

Taxable

     4,400       4,530  

Tax-exempt

     361       396  

Federal funds sold

     4,825       2,108  

Interest-bearing deposits with banks

     36       116  
                

Total interest income

     56,137       49,286  
                

INTEREST EXPENSE

    

Deposits

     18,680       13,097  

Short-term borrowings

     398       430  

Long-term borrowings

     20       55  

Junior subordinated debentures

     665       1,103  
                

Total interest expense

     19,763       14,685  
                

Net interest income

     36,374       34,601  

Provision for loan losses

     (31 )     681  
                

Net interest income after provision for loan losses

     36,405       33,920  
                

NONINTEREST INCOME

    

Trust revenue

     1,458       1,477  

Service charges on deposits

     6,610       6,575  

Securities transactions

     227       —    

Income from sales of loans

     740       405  

Insurance commissions and premiums

     1,239       1,429  

Other

     3,608       3,523  
                

Total noninterest income

     13,882       13,409  
                

NONINTEREST EXPENSE

    

Salaries and employee benefits

     18,790       17,618  

Occupancy and fixed assets expense, net

     2,078       2,060  

Depreciation

     1,809       1,557  

Amortization of intangible assets

     252       230  

Data processing services

     664       624  

Net expense from other real estate owned

     (89 )     (54 )

Marketing and business promotion

     1,581       1,704  

Early extinguishment of debt

     1,894       —    

Other

     6,442       6,553  
                

Total noninterest expense

     33,421       30,292  
                

Income before taxes

     16,866       17,037  

Income tax expense

     (5,743 )     (6,156 )
                

Net income

     11,123       10,881  

Other comprehensive income, net of tax:

    

Unrealized gains (losses) on securities

     801       (1,011 )

Reclassification adjustment for gains (losses) included in net income

     44       (1 )
                

Comprehensive income

   $ 11,968     $ 9,869  
                

NET INCOME PER COMMON SHARE

    

Basic

   $ 0.71     $ 0.69  
                

Diluted

   $ 0.69     $ 0.68  
                

The accompanying notes are an integral part of these consolidated financial statements.

 

3


BANCFIRST CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(unaudited)

(Dollars in thousands, except per share data)

 

     Three Months Ended
March 31
 
     2007     2006  

COMMON STOCK

    

Issued at beginning of period

   $ 15,764     $ 15,637  

Shares issued

     11       51  

Shares acquired and canceled

     (53 )     —    
                

Issued at end of period

   $ 15,722     $ 15,688  
                

CAPITAL SURPLUS

    

Balance at beginning of period

   $ 61,418     $ 57,264  

Common stock issued

     450       932  
                

Balance at end of period

   $ 61,868     $ 58,196  
                

RETAINED EARNINGS

    

Balance at beginning of period

   $ 271,073     $ 232,416  

Net income

     11,123       10,881  

Dividends on common stock ($0.18, $0.16 per share, respectively)

     (2,840 )     (2,503 )

Common stock acquired and canceled

     (2,413 )     —    
                

Balance at end of period

   $ 276,943     $ 240,794  
                

ACCUMULATED OTHER COMPREHENSIVE INCOME

    

Unrealized gains on securities:

    

Balance at beginning of period

   $ 100     $ (2,968 )

Net change

     845       (1,012 )
                

Balance at end of period

   $ 945     $ (3,980 )
                

Total stockholders’ equity

   $ 355,478     $ 310,698  
                

The accompanying notes are an integral part of these consolidated financial statements.

 

4


BANCFIRST CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited)

(Dollars in thousands)

 

     Three Months Ended
March 31,
 
     2007     2006  

CASH FLOWS FROM OPERATING ACTIVITIES

   $ 15,091     $ 8,079  

INVESTING ACTIVITIES

    

Purchases of securities:

    

Held for investment

     (1,284 )     (10,639 )

Available for sale

     (26,245 )     (20,006 )

Maturities of securities:

    

Held for investment

     2,061       1,863  

Available for sale

     28,041       54,952  

Proceeds from sales and calls of securities:

    

Held for investment

     175       —    

Available for sale

     692       398  

Net increase in federal funds sold

     (100,000 )     (198,950 )

Purchase of life insurance

     (15,000 )     —    

Purchases of loans

     (2,549 )     (9,602 )

Proceeds from sales of loans

     18,509       23,323  

Net other (increase) decrease in loans

     (29,305 )     2,073  

Purchases of premises, equipment and other

     (21,710 )     (4,897 )

Proceeds from the sale of other real estate owned, repossessed assets and other

     21,036       1,731  
                

Net cash used in investing activities

     (125,579 )     (159,754 )
                

FINANCING ACTIVITIES

    

Net increase in demand, transaction and savings deposits

     78,355       97,290  

Net increase in certificates of deposits

     16,546       33,171  

Net (decrease) increase in short-term borrowings

     23,828       (7,086 )

Net decrease in long-term borrowings

     (469 )     (767 )

Prepayment of Jr. Subordinated Debentures

     (25,000 )     —    

Issuance of common stock

     461       984  

Acquisition of common stock

     (2,466 )     —    

Cash dividends paid

     (2,840 )     (2,503 )
                

Net cash provided by financing activities

     88,415       121,089  
                

Net decrease in cash and due from banks

     (22,073 )     (30,586 )

Cash and due from banks at the beginning of the period

     154,957       204,370  
                

Cash and due from banks at the end of the period

   $ 132,884     $ 173,784  
                

SUPPLEMENTAL DISCLOSURE

    

Cash paid during the period for interest

   $ 20,574     $ 14,654  
                

Cash paid during the period for income taxes

   $ 1     $ 68  
                

The accompanying notes are an integral part of these consolidated financial statements.

 

5


BANCFIRST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

(1) GENERAL

The accompanying consolidated financial statements include the accounts of BancFirst Corporation, Century Life Assurance Company, Council Oak Partners, LLC, Wilcox & Jones, Inc., and BancFirst and its subsidiaries (the “Company”). The operating subsidiaries of BancFirst are Council Oak Investment Corporation, Citibanc Insurance Agency, Inc., BancFirst Agency, Inc., Lenders Collection Corporation, BancFirst Community Development Corporation, Council Oak Real Estate, Inc. and PremierSource LLC. PremierSource LLC was sold in August 2006 and Century Life Assurance Company was sold effective October 2006. All significant intercompany accounts and transactions have been eliminated. Assets held in a fiduciary or agency capacity are not assets of the Company and, accordingly, are not included in the consolidated financial statements.

The unaudited interim financial statements contained herein reflect all adjustments which are, in the opinion of management, necessary to provide a fair statement of the financial position and results of operations of the Company for the interim periods presented. All such adjustments are of a normal and recurring nature. There have been no significant changes in the accounting policies of the Company since December 31, 2006, the date of the most recent annual report.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States inherently involves the use of estimates and assumptions that affect the amounts reported in the financial statements and the related disclosures. These estimates relate principally to the determination of the allowance for loan losses, income taxes and the fair values of financial instruments. Such estimates and assumptions may change over time and actual amounts realized may differ from those reported.

 

(2) RECENT ACCOUNTING PRONOUNCEMENTS

In June 2006, the FASB issued Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109”. This interpretation prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. This interpretation also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. This interpretation is expected to increase the relevance and comparability in financial reporting of income taxes because all tax positions accounted for in accordance with Statement 109 will be evaluated for recognition, derecognition, and measurement using consistent criteria. Finally, the disclosure provisions of this interpretation will provide more information about the uncertainty in income tax assets and liabilities. This interpretation is effective for fiscal years beginning after December 15, 2006 and earlier adoption is encouraged. The Company adopted this new standard effective January 1, 2007. The Company has evaluated the effect of this pronouncement and determined that the adoption of this interpretation did not have a material effect on the Company’s consolidated financial statements.

In September 2006, the FASB issued FAS No. 157 (“FAS 157”), “Fair Value Measurements.” FAS 157 is effective for all financial statements issued for fiscal years beginning after November 15, 2007. FAS 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. Adoption of FAS 157 is not expected to have a material impact on the Company’s results of operations or financial condition.

On September 13, 2006, the Securities and Exchange Commission (“SEC”) issued Staff Accounting Bulletin No. 108 (“SAB 108”). SAB 108 provides interpretive guidance on how the effects of the carryover or reversal of prior year misstatements should be considered in quantifying a potential current year misstatement. Prior to SAB 108, companies might evaluate the materiality of financial-statement misstatements using either the income statement or balance sheet approach, with the income statement approach focusing on misstatements added in the current year, and the balance sheet approach focusing on the cumulative amount of misstatements present in the Company’s balance sheet. Misstatements that would be material under one approach could be viewed as immaterial under another approach, and not be corrected. SAB 108 now requires that companies view financial statement

 

6


misstatements as material if they are material according to either the income statement or balance sheet approach. The Company adopted this new standard effective December 31, 2006. The Company has considered SAB 108 and determined that the adoption of SAB 108 did not have a material effect on the Company’s consolidated financial statements.

In February 2007, the FASB issued FAS No. 159 (“FAS 159”), “The Fair Value Option for Financial Assets and Financial Liabilities, including an amendment of FASB Statement No. 115.” FAS 159 allows entities to irrevocably elect fair value as the initial and subsequent measurement attribute for certain financial assets and financial liabilities that are not otherwise required to be measured at fair value, with changes in fair value recognized in earnings as they occur. FAS 159 also requires entities to report those financial assets and financial liabilities measure at fair value in a manner that separates those reported fair values form the carrying amounts of similar assets and liabilities measured using another measurement attribute on the face of the statement of financial position. Lastly, FAS 159 establishes presentation and disclosure requirements designed to improve comparability between entities that elect different measurement attributes for similar assets and liabilities. FAS 159 is effective for fiscal years beginning after November 15, 2007, with early adoption permitted if an entity also early adopts the provisions of FAS 157. The Company has not yet determined if, or to what extent, the Company will elect to use the fair value option to value financial assets and liabilities or the impact that the implementation of FAS 159 will have on the Company’s consolidated financial statements.

 

(3) RECENT DEVELOPMENTS; MERGERS, ACQUISITIONS AND DISPOSALS

In September 2005, the Company organized a Community Development Entity known as BancFirst Community Development Corporation and funded the entity with $1 million of equity. The entity was organized to make certain investments in low to moderate income communities and to apply for an allocation of New Markets Tax Credits designed to assist in the development of communities in accordance with the guidelines established for Community Development Entities. The Company did not receive an allocation of tax credits for the 2006 year, however the Company reapplied for an allocation for 2007 and expects a determination to be made in the fall of 2007.

In March 2006, the Company organized a new subsidiary known as Council Oak Real Estate, Inc. and funded the entity with $4.5 million of equity. The entity was organized to make certain investments in real estate.

On June 30, 2006, the Company entered into an agreement to sell its 50% ownership in PremierSource, LLC (“PremierSource”). The Company opted to sell this interest to consolidate its insurance sales platform into a single wholly-owned subsidiary. The Company did not have a controlling interest in PremierSource and accounted for the subsidiary on the equity method of accounting. The sale of PremierSource was completed during August 2006 and the Company had an investment in PremierSource of approximately $274,000 at the time of sale. The sale of PremierSource, including future revenue sharing payments, and the loss of future earnings from operating PremierSource did not have a significant impact on the results of the Company’s operations for 2006 and is not expected to have a significant impact on the results of the Company’s operations for 2007.

In August 2006, the Company completed the acquisition of First Bartlesville Bank (“First Bartlesville”), Bartlesville, Oklahoma for cash of approximately $5.6 million. First Bartlesville had total assets of approximately $46.6 million. As a result of the acquisition, First Bartlesville became a wholly-owned subsidiary of BancFirst Corporation and was merged into BancFirst in December 2006. The acquisition was accounted for as a purchase. Accordingly, the effects of the acquisition are included in the Company’s consolidated financial statements from the date of the acquisition forward. The acquisition did not have a material effect on the results of operations of the Company for 2006 or for the first quarter of 2007.

On September 6, 2006, the Company entered into an agreement to sell its 75% ownership in Century Life Assurance Company (“Century Life”) to American Underwriters Life Insurance Company. The Company decided to sell this subsidiary as the product line was not strategic for the Company. The effective date of the sale was October 1, 2006. The Company reported approximately $945,000 of income and $111,000 of net income for the third quarter of 2006, and a pre-tax gain on the sale approximating $640,000 during the fourth quarter of 2006. The resulting gain on the sale and the loss of future earnings from operating Century Life did not have a significant impact on the results of the Company’s operations for 2006 or for the first quarter of 2007.

 

7


In November 2006, the Company announced its intent to exercise the optional prepayment terms of its 9.65% Junior Subordinated Debentures. The securities were redeemed effective January 15, 2007 for a redemption price equal to 104.825% of the aggregate $25,000,000 liquidation amount of the trust securities plus all accrued and unpaid interest to the redemption date. As a result of the prepayment, the Company incurred a loss of approximately $1.2 million after taxes at the time of the redemption. The loss reflects the premium paid and the acceleration of the unamortized issuance costs.

During the first quarter of 2007 the Company entered into an agreement to acquire Armor Assurance Company (Armor), an insurance agency in Muskogee, Oklahoma for cash of approximately $3.3 million and a $372,000 note payable in three equal annual installments. The transaction was consummated in April 2007. Armor had total assets of approximately $364,000. As a result of the acquisition, Armor was merged with the Company’s existing property casualty agency, Wilcox & Jones, to form Wilcox, Jones & McGrath.

 

(4) SECURITIES

The table below summarizes securities held for investment and securities available for sale (dollars in thousands).

 

     March 31,   

December 31,

2006

     2007    2006   

Held for investment, at cost (market value; $25,460, $39,627 and $26,087, respectively)

   $ 25,421    $ 39,480    $ 26,052

Available for sale, at market value

     405,344      388,742      406,858
                    

Total

   $ 430,765    $ 428,222    $ 432,910
                    

The table below summarizes the maturity of securities (dollars in thousands).

 

     March 31,   

December 31,

2006

     2007    2006   

Contractual maturity of debt securities:

        

Within one year

   $ 84,950    $ 123,922    $ 95,492

After one year but within five years

     300,502      254,013      275,721

After five years

     31,493      38,576      49,171
                    

Total debt securities

     416,945      416,511      420,384

Equity securities

     13,820      11,711      12,526
                    

Total

   $ 430,765    $ 428,222    $ 432,910
                    

The Company held 169 and 107 debt securities available for sale that had unrealized gains as of March 31, 2007 and 2006, respectively. These securities had a market value totaling $88.6 million and $30.6 million, respectively, and unrealized gains totaling $1.4 million and $339,000, respectively. The Company also held 155 and 246 debt securities available for sale that had unrealized losses, respectively. These securities had a market value totaling $304.4 million and $347.6 million and unrealized losses totaling $3.7 million and $7.5 million, respectively. These unrealized losses occurred due to increases in interest rates and spreads and not as a result of a decline in credit quality. The Company has both the intent and ability to hold these debt securities until the unrealized losses are recovered.

 

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(5) LOANS AND ALLOWANCE FOR LOAN LOSSES

The following is a schedule of loans outstanding by category (dollars in thousands):

 

     March 31,     December 31  
     2007     2006     2006  
     Amount    Percent     Amount    Percent     Amount    Percent  

Commercial and industrial

   $ 430,176    18.42 %   $ 411,760    17.85 %   $ 400,858    17.24 %

Oil & Gas Production & Equipment

     102,118    4.37       87,855    3.81       97,090    4.18  

Agriculture

     81,029    3.47       78,315    3.40       80,743    3.47  

State and political subdivisions:

               

Taxable

     2,289    0.10       2,615    0.11       3,131    0.14  

Tax-exempt

     12,164    0.52       12,142    0.53       12,328    0.53  

Real Estate:

               

Construction

     228,954    9.80       204,767    8.88       223,561    9.61  

Farmland

     85,600    3.66       80,653    3.50       83,904    3.61  

One to four family residences

     510,623    21.86       514,637    22.32       516,727    22.22  

Multifamily residential properties

     13,956    0.60       13,409    0.58       11,415    0.49  

Commercial

     587,998    25.17       585,613    25.39       610,133    26.24  

Consumer

     256,237    10.97       276,484    11.99       258,133    11.10  

Other

     24,884    1.06       38,067    1.64       27,525    1.17  
                                       

Total loans

   $ 2,336,028    100.00 %   $ 2,306,317    100.00 %   $ 2,325,548    100.00 %
                                       

Loans held for sale (included above)

   $ 9,264      $ 10,666      $ 9,935   
                           

The Company’s loans are mostly to customers within Oklahoma and over half of the loans are secured by real estate. Credit risk on loans is managed through limits on amounts loaned to individual borrowers, underwriting standards and loan monitoring procedures. The amounts and types of collateral obtained to secure loans are based upon the Company’s underwriting standards and management’s credit evaluation. Collateral varies, but may include real estate, equipment, accounts receivable, inventory, livestock and securities. The Company’s interest in collateral is secured through filing mortgages and liens, and in some cases, by possession of the collateral. The amount of estimated loss due to credit risk in the Company’s loan portfolio is provided for in the allowance for loan losses. The amount of the allowance required to provide for all existing losses in the loan portfolio is an estimate based upon evaluations of loans, appraisals of collateral and other estimates which are subject to rapid change due to changing economic conditions and the economic prospects of borrowers. It is reasonably possible that a material change could occur in the estimated allowance for loan losses in the near term.

Changes in the allowance for loan losses are summarized as follows (dollars in thousands):

 

     Three Months Ended
March 31,
 
     2007     2006  

Balance at beginning of period

   $ 27,700     $ 27,517  
                

Charge-offs

     (488 )     (667 )

Recoveries

     312       258  
                

Net charge-offs

     (176 )     (409 )
                

Provisions charged to operations

     (31 )     681  
                

Balance at end of period

   $ 27,493     $ 27,789  
                

 

9


The net charge-offs (recoveries) by category are summarized as follows (dollars in thousands):

 

     Three Months Ended
March 31,
     2007     2006

Commercial, financial and other

   $ (11 )   $ 216

Real estate – construction

     (23 )     51

Real estate – mortgage

     (10 )     33

Consumer

     220       109
              

Total

   $ 176     $ 409
              

 

(6) NONPERFORMING AND RESTRUCTURED ASSETS

Below is a summary of nonperforming and restructured assets (dollars in thousands):

 

     March 31,    

December 31,

2006

 
     2007     2006    

Past due over 90 days and still accruing

   $ 1,688     $ 1,204     $ 1,884  

Nonaccrual

     9,909       8,238       9,371  

Restructured

     792       720       715  
                        

Total nonperforming and restructured loans

     12,389       10,162       11,970  

Other real estate owned and repossessed assets

     1,233       2,075       1,675  
                        

Total nonperforming and restructured assets

   $ 13,622     $ 12,237     $ 13,645  
                        

Nonperforming and restructured loans to total loans

     0.53 %     0.44 %     0.51 %
                        

Nonperforming and restructured assets to total assets

     0.39 %     0.36 %     0.40 %
                        

 

(7) INTANGIBLE ASSETS AND GOODWILL

The following is a summary of intangible assets (dollars in thousands):

 

     March 31,    

December 31,

2006

 
     2007     2006    
     Gross
Carrying
Amount
   Accumulated
Amortization
    Gross
Carrying
Amount
   Accumulated
Amortization
    Gross
Carrying
Amount
   Accumulated
Amortization
 

Core deposit intangibles

   $ 8,560    $ (3,506 )   $ 7,972    $ (3,255 )   $ 8,897    $ (3,623 )

Customer relationship intangibles

     2,308      (320 )     2,308      (192 )     2,308      (288 )
                                             

Total

   $ 10,868    $ (3,826 )   $ 10,280    $ (3,447 )   $ 11,205    $ (3,911 )
                                             

Amortization of intangible assets and estimated amortization of intangible assets are as follows (dollars in thousands):

 

Amortization:

  

Three months ended March 31, 2007

   $ 252

Three months ended March 31, 2006

     230

Year ended December 31, 2006

     981

Estimated Amortization

  

Year ending December 31:

  

2007

   $ 894

2008

     800

2009

     800

2010

     800

2011

     800

 

10


The following is a summary of goodwill by business segment:

 

    

Metropolitan

Banks

  

Community

Banks

  

Other

Financial

Services

  

Executive,

Operations

& Support

   Eliminations    Consolidated
     (dollars in thousands)

Three Months Ended

                 

March 31, 2007

                 

Balance at beginning and end of period

   $ 6,150    $ 23,253    $ 2,485    $ 624    $ —      $ 32,512
                                         

Three Months Ended

                 

March 31, 2006

                 

Balance at beginning of period

   $ 6,150    $ 22,201    $ 2,485    $ 624    $ —      $ 31,460

Adjustments

     —        215      —        —        —        215
                                         

Balance at end of period

   $ 6,150    $ 22,416    $ 2,485    $ 624    $ —      $ 31,675
                                         

Year Ended:

                 

December 31, 2006

                 

Balance at beginning of period

   $ 6,150    $ 22,201    $ 2,485    $ 624    $ —      $ 31,460

Acquisitions

     —        837      —        —        —        837

Adjustments

     —        215      —        —        —        215
                                         

Balance at end of period

   $ 6,150    $ 23,253    $ 2,485    $ 624    $ —      $ 32,512
                                         

 

(8) CAPITAL

The Company is subject to risk-based capital guidelines issued by the Board of Governors of the Federal Reserve System. These guidelines are used to evaluate capital adequacy and involve both quantitative and qualitative evaluations of the Company’s assets, liabilities, and certain off-balance-sheet items calculated under regulatory practices. Failure to meet the minimum capital requirements can initiate certain mandatory or discretionary actions by the regulatory agencies that could have a direct material effect on the Company’s financial statements. The required minimums and the Company’s respective ratios are shown below. The reduction in the ratios from December 31, 2006 was related to the early redemption of the trust preferred securities.

 

     Minimum     March 31,     December 31,  
     Required     2007     2006     2006  
           (dollars in thousands)  

Tier 1 capital

     $ 340,958     $ 330,350     $ 359,430  

Total capital

     $ 369,902     $ 358,447     $ 388,581  

Risk-adjusted assets

     $ 2,652,176     $ 2,588,138     $ 2,620,376  

Leverage ratio

   3.00 %     9.79 %     9.95 %     10.64 %

Tier 1 capital ratio

   4.00 %     12.86 %     12.76 %     13.72 %

Total capital ratio

   8.00 %     13.95 %     13.85 %     14.83 %

As of March 31, 2007 and 2006, and December 31, 2006, BancFirst was considered to be “well capitalized”. There are no conditions or events since the most recent notification of BancFirst’s capital category that management believes would change its category.

 

11


(9) STOCK REPURCHASE PLAN

In November 1999, the Company adopted a new Stock Repurchase Program (the “SRP”) authorizing management to repurchase up to 600,000 shares of the Company’s common stock. The SRP was amended in May 2001 to increase the shares authorized to be purchased by 555,832 shares and was amended again in August 2002 to increase the number of shares authorized to be purchased by 364,530 shares. The SRP may be used as a means to increase earnings per share and return on equity, to purchase treasury stock for the exercise of stock options or for distributions under the Deferred Stock Compensation Plan, to provide liquidity for optionees to dispose of stock from exercises of their stock options, and to provide liquidity for shareholders wishing to sell their stock. The timing, price and amount of stock repurchases under the SRP may be determined by management and must be approved by the Company’s Executive Committee. At March 31, 2007 there were 233,052 shares remaining that could be repurchased under the SRP. Below is a summary of the shares repurchased under the program.

 

    

Three Months Ended

March 31,

     2007    2006

Number of shares repurchased

     53,000    —  

Average price of shares repurchased

   $ 46.47    —  

 

(10) SHARE-BASED COMPENSATION

BancFirst Corporation adopted a nonqualified incentive stock option plan (the “BancFirst ISOP”) in May 1986. In May 2006, the Company amended the BancFirst ISOP to increase the number of shares to be issued under the plan to 2,500,000 shares. At March 31, 2007, 115,860 shares are available for future grants. The BancFirst ISOP will terminate December 31, 2011. The options are exercisable beginning four years from the date of grant at the rate of 25% per year for four years. Options granted prior to 1996 expire at the end of eleven years from the date of the grant. Options granted after January 1, 1996 expire at the end of fifteen years from the date of grant. Options outstanding as of March 31, 2007 will become exercisable through the year 2014. The option price must be no less than 100% of the fair market value of the stock relating to such option at the date of grant.

In June 1999, the Company adopted the BancFirst Corporation Non-Employee Directors’ Stock Option Plan (the “BancFirst Directors’ Stock Option Plan”). Each non-employee director is granted an option for 10,000 shares. In May 2006, the Company amended the BancFirst Directors’ Stock Option Plan to increase the number of shares to be issued under the plan to 180,000 shares. At March 31, 2007, 35,000 shares are available for future grants. The options are exercisable beginning one year from the date of grant at the rate of 25% per year for four years, and expire at the end of fifteen years from the date of grant. Options outstanding as of March 31, 2007 will become exercisable through the year 2011. The option price must be no less than 100% of the fair value of the stock relating to such option at the date of grant.

Below is a summary of the activity under both the BancFirst ISOP and the BancFirst Directors’ Stock Option Plan (dollars in thousands, except per share data):

 

     Three Months Ended March 31, 2007
     Options     Wgtd. Avg.
Exercise Price
   Wgtd. Avg.
Remaining
Contractual Term
   Aggregate
Intrinsic
Value

Outstanding at January 1, 2007

   1,140,517     $ 24.42      

Options granted

   74,500       47.39      

Options exercised

   (9,750 )     12.91      

Options canceled

   —         —        
              

Outstanding at March 31, 2007

   1,205,267       25.93    10.16    $ 24,611
                    

Exercisable at March 31, 2007

   504,587       17.10    8.01    $ 14,761
                    

 

12


Below is additional information regarding options granted and options exercised under both the BancFirst ISOP and the BancFirst Directors’ Stock Option Plan (dollars in thousands, except per share data):

 

     Three Months Ended
March 31,
     2007    2006

Weighted average grant-date fair value per share of options granted

   $ 17.93    $ 10.25

Total intrinsic value of options exercised

   $ 346    $ 1,469

Cash received from options exercised

     126      608

Tax benefit realized from options exercised

     134      568

Effective January 1, 2006 the Company adopted, on a modified prospective basis, the fair value provisions of FAS 123R. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model and is based on certain assumptions including risk-free rate of return, dividend yield, stock price volatility, and the expected term. The fair value of each option is expensed over its vesting period.

For the three months ended March 31, 2007 and 2006, the Company recorded share-based employee compensation expense of approximately $174,000 and $142,000 respectively, net of tax.

The Company will continue to amortize the remaining fair value of these stock options of approximately $3.2 million, net of tax, over the remaining vesting period of approximately seven years. Share-based employee compensation expense under the fair value method was measured using the following assumptions for the options granted:

 

     2007     2006  

Risk-free interest rate

   4.77 %   4.46 %

Dividend yield

   1.55 %   2.00 %

Stock price volatility

   27.02 %   16.00 %

Expected term

   10  Yrs   10  Yrs

The risk-free interest rate is determined by reference to the spot zero-coupon rate for the U.S. Treasury security with a maturity similar to the expected term of the options. The dividend yield is the expected yield for the expected term. The stock price volatility is estimated from the recent historical volatility of the Company’s stock. The expected term is estimated from the historical option exercise experience.

 

(11) COMPREHENSIVE INCOME

The only component of comprehensive income reported by the Company is the unrealized gain or loss on securities available for sale. The amount of this unrealized gain or loss, net of tax, has been presented in the statement of income for each period as a component of other comprehensive income. Below is a summary of the tax effects of this unrealized gain or loss.

 

     Three Months Ended
March 31,
 
     2007     2006  
     (dollars in thousands)  

Unrealized gain (loss) during the period:

    

Before-tax amount

   $ 1,300     $ (1,556 )

Tax (expense) benefit

     (455 )     544  
                

Net-of-tax amount

   $ 845     $ (1,012 )
                

 

13


The amount of unrealized gain or loss included, net of tax, in accumulated other comprehensive income is summarized below.

 

    

Three Months Ended

March 31,

 
     2007    2006  
     (dollars in thousands)  

Unrealized gain (loss) on securities:

  

Beginning balance

   $ 100    $ (2,968 )

Current period change

     801      (1,011 )

Reclassification adjustment for gains (losses) included in net income

     44      (1 )
               

Ending balance

   $ 945    $ (3,980 )
               

 

(12) NET INCOME PER COMMON SHARE

Basic and diluted net income per common share are calculated as follows, (dollars in thousands, except per share data):

 

     Income
(Numerator)
   Shares
(Denominator)
   Per Share
Amount

Three Months Ended March 31, 2007

        

Basic

        

Income available to common stockholders

   $ 11,123    15,750,333    $ 0.71
            

Effect of stock options

     —      363,101   
              

Diluted

        

Income available to common stockholders plus assumed exercises of stock options

   $ 11,123    16,113,434    $ 0.69
                  

Three Months Ended March 31, 2006

        

Basic

        

Income available to common stockholders

   $ 10,881    15,666,676    $ 0.69
            

Effect of stock options

     —      379,146   
              

Diluted

        

Income available to common stockholders plus assumed exercises of stock options

   $ 10,881    16,045,822    $ 0.68
                  

Below is the number and average exercise prices of options that were excluded from the computation of diluted net income per share for each period because the options’ exercise prices were greater than the average market price of the commons shares.

 

     Shares    Average
Exercise
Price

Three Months Ended March 31, 2007

   164,217    $ 46.71

Three Months Ended March 31, 2006

   46,467    $ 41.77

 

14


(13) SEGMENT INFORMATION

The Company evaluates its performance with an internal profitability measurement system that measures the profitability of its business units on a pre-tax basis. The four principal business units are metropolitan banks, community banks, other financial services, and executive, operations and support. Metropolitan and community banks offer traditional banking products such as commercial and retail lending, and a full line of deposit accounts. Metropolitan banks consist of banking locations in the metropolitan Oklahoma City and Tulsa areas. Community banks consist of banking locations in communities throughout Oklahoma. Other financial services are specialty product business units including guaranteed small business lending, guaranteed student lending, residential mortgage lending, trust services, securities brokerage, electronic banking and insurance. The executive, operations and support groups represent executive management, operational support and corporate functions that are not allocated to the other business units.

The results of operations and selected financial information for the four business units are as follows (dollars in thousands):

 

     Metropolitan
Banks
   Community
Banks
   Other
Financial
Services
   Executive,
Operations
& Support
    Eliminations     Consolidated

Three Months Ended:

               

March 31, 2007

               

Net interest income (expense)

   $ 11,148    $ 23,496    $ 1,908    $ (164 )   $ (14 )   $ 36,374

Noninterest income

     1,891      6,935      4,404      13,768       (13,116 )     13,882

Income before taxes

     6,984      14,425      2,602      5,935       (13,080 )     16,866

March 31, 2006

               

Net interest income (expense)

   $ 10,589    $ 23,730    $ 2,246    $ (1,949 )   $ (15 )   $ 34,601

Noninterest income

     1,972      6,689      4,197      12,437       (11,886 )     13,409

Income before taxes

     6,640      14,364      2,609      5,295       (11,871 )     17,037

Total Assets:

               

March 31, 2007

   $ 1,090,790    $ 2,259,763    $ 160,950    $ 438,550     $ (428,367 )   $ 3,521,686

March 31, 2006

   $ 1,137,641    $ 2,220,605    $ 195,965    $ 193,308     $ (389,802 )   $ 3,357,717

December 31, 2006

   $ 1,208,016    $ 2,277,419    $ 160,543    $ 211,325     $ (438,729 )   $ 3,418,574

The financial information for each business unit is presented on the basis used internally by management to evaluate performance and allocate resources. The Company utilizes a transfer pricing system to allocate the benefit or cost of funds provided or used by the various business units. Certain revenues related to other financial services are allocated to the banks whose customers receive the services and, therefor, are not reflected in the income for other financial services. Certain services provided by the support group to other business units, such as item processing, are allocated at rates approximating the cost of providing the services. Eliminations are adjustments to consolidate the business units and companies.

 

15


Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

BANCFIRST CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

SUMMARY

Net income for the first quarter of 2007 was $11.1 million compared to $10.9 for the first quarter of 2006. Diluted net income per share was $0.69 and $0.68 for the first quarter of 2007 and 2006, respectively. During the first quarter of 2007, the Company redeemed its 9.65% trust securities of its wholly-owned subsidiary, BFC Capital Trust I and incurred an after-tax expense of $1.2 million.

Net interest income totaled $36.4 million, an increase of $1.8 million, or 5.1%, over the first quarter of 2006. The increase resulted from the growth in earning assets of $168 million, reaching a total of $3.1 billion at March 31, 2007. The Company’s net interest margin (on a tax equivalent basis) was 4.75% compared to 4.77% for the same period a year ago. The Company’s provision for loan losses was a negative $31,000, a decrease of $712,000 compared to the same period a year ago. Continued strong asset quality combined with low charge-off experience necessitated a reduction in the loan loss reserve according to the Company’s reserve formula. Noninterest income of $13.9 million was up 3.5% over the same period in 2006. Noninterest expense totaled $33.4 million versus $30.3 million for the first quarter of 2006, an increase of $3.1 million, or 10.3%. The Company’s effective tax rate was 34.1% for the first quarter of 2007 compared to 36.1% in the first quarter of 2006.

Total assets at March 31, 2007 increased to $3.5 billion, up $103.1 million from December 31, 2006 and up $163.7 million from March 31, 2006. Total loans were $2.34 billion, up $10.5 million from December 31, 2006 and up $29.7 million from March 31, 2006. Total deposits were $3.07 billion, up $94.9 million from December 31, 2006 and up $134.2 million from March 31, 2006. Stockholders’ equity was $355 million at March 31, 2007, up $7 million from December 31, 2006 and up $44.8 million compared to March 31, 2006.

In September 2005, the Company organized a Community Development Entity known as BancFirst Community Development Corporation and funded the entity with $1 million of equity. The entity was organized to make certain investments in low to moderate income communities and to apply for an allocation of New Markets Tax Credits designed to assist in the development of communities in accordance with the guidelines established for Community Development Entities. The Company did not receive an allocation of tax credits for the 2006 year, however the Company reapplied for an allocation for 2007 and expects a determination to be made in the fall of 2007.

On June 30, 2006, the Company entered into an agreement to sell its 50% ownership in PremierSource, LLC (“PremierSource”). The Company opted to sell this interest to consolidate its insurance sales platform into a single wholly-owned subsidiary. The Company did not have a controlling interest in PremierSource and accounted for the subsidiary on the equity method of accounting. The sale of PremierSource was completed during August 2006 and the Company had an investment in PremierSource of approximately $274,000 at the time of sale. The sale of PremierSource, including future revenue sharing payments, and the loss of future earnings from operating PremierSource did not have a significant impact on the results of the Company’s operations for 2006 and is not expected to have a significant impact on the results of the Company’s operations for 2007.

In August 2006, the Company completed the acquisition of First Bartlesville Bank (“First Bartlesville”), Bartlesville, Oklahoma for cash of approximately $5.6 million. First Bartlesville had total assets of approximately $46.6 million. As a result of the acquisition, First Bartlesville became a wholly-owned subsidiary of BancFirst Corporation and was merged into BancFirst in December 2006. The acquisition was accounted for as a purchase. Accordingly, the effects of the acquisition are included in the Company’s consolidated financial statements from the date of the acquisition forward. The acquisition did not have a material effect on the results of operations of the Company for 2006 or for the first quarter of 2007.

On September 6, 2006, the Company entered into an agreement to sell its 75% ownership in Century Life Assurance Company (“Century Life”) to American Underwriters Life Insurance Company. The Company decided to sell this subsidiary as the product line

 

16


was not strategic for the Company. The effective date of the sale was October 1, 2006. The Company reported approximately $945,000 of income and $111,000 of net income for the third quarter of 2006, and a pre-tax gain on the sale approximating $640,000 during the fourth quarter of 2006. The resulting gain on the sale and the loss of future earnings from operating Century Life did not have a significant impact on the results of the Company’s operations for 2006 or for the first quarter of 2007.

In November 2006, the Company announced its intent to exercise the optional prepayment terms of its 9.65% Junior Subordinated Debentures. The securities were redeemed effective January 15, 2007 for a redemption price equal to 104.825% of the aggregate $25 million liquidation amount of the trust securities plus all accrued and unpaid interest to the redemption date. As a result of the prepayment, the Company incurred a loss of approximately $1.2 million after taxes at the time of the redemption. The loss reflects the premium paid and the acceleration of the unamortized issuance costs.

During the first quarter of 2007 the Company entered into an agreement to acquire Armor Assurance Company (Armor), an insurance agency in Muskogee, Oklahoma for cash of approximately $3.3 million and a $372,000 note payable in three equal annual installments. The transaction was consummated in April 2007. Armor had total assets of approximately $364,000. As a result of the acquisition, Armor was merged with the Company’s existing property casualty agency, Wilcox & Jones, to form Wilcox, Jones & McGrath.

RESULTS OF OPERATIONS

Net interest income for the first quarter of 2007 was $36.4 million, up $1.8 million from the first quarter of 2006. The increase in the net interest income was due to growth in total earning assets of $168 million, reaching a total of $3.1 billion at quarter end. The net interest margin in 2007 decreased slightly to 4.75% from 4.77% for the first quarter of 2006. The slight decrease in the net interest margin was a result of higher costs of interest bearing liabilities.

The Company provided a negative $31,000 for loan losses in the first quarter of 2007, compared to a positive $681,000 for the same period of 2006. Continued strong asset quality combined with low charge-off experience necessitated a reduction in the loan loss reserve according to the Company’s reserve formula. Net loan charge-offs were $176,000 for the first quarter of 2007, compared to $409,000 for the first quarter of 2006. The net charge-offs represent an annualized rate of 0.03% of average total loans for the first quarter of 2007 compared to 0.07% for the first quarter of 2006.

Noninterest income for the first quarter of 2007 increased $473,000 compared to the first quarter of 2006, due to an increase in trust, service charges, and electronic banking revenues which are included in other income. Noninterest expense increased $3.1 million compared to the first quarter of 2006. Noninterest expense included a $1.9 million one time pre-tax expense for the early redemption of the trust preferred securities. The remaining increase of approximately $1.2 million was due in part to the opening of five new branches within the last six months. Income tax expense decreased $413,000 compared to the first quarter of 2006. The effective tax rate on income before taxes was 34.1%, compared to 36.1% for the first quarter of 2006. The reduction in the Company’s 2007 tax rate was due in part to tax credits from certain loan transactions that reduced the Company’s income taxes for the first quarter of 2007.

FINANCIAL POSITION

The aggregate of cash and due from banks, interest-bearing deposits with banks, and federal funds sold increased $277 million from December 31, 2006, and $109 million from March 31, 2006. These increases were mainly from deposit growth in late 2006 and early 2007.

Total securities decreased $2.1 million compared to December 31, 2006 and increased $2.5 million compared to March 31, 2006. The size of the Company’s securities portfolio is a function of liquidity management and excess funds available for investment. The Company has maintained a very liquid securities portfolio to provide funds for loan growth. The net unrealized gain on securities available for sale, before taxes, was $1.45 million at the end of the first quarter of 2007, compared to an unrealized gain of $154,000 at December 31, 2006 and an unrealized loss of $6.12 million at March 31, 2006. The average taxable equivalent yield on the securities portfolio for the first quarter of 2007 increased to 4.74% from 4.67% for the same quarter of 2006.

 

17


Total loans increased $103 million from December 31, 2006 and increased $164 million from March 31, 2006. The increase compared to year end 2006 was due primarily to internal loan growth. The increase from first quarter of 2006 was due to internal growth and the First Bartlesville acquisition. The allowance for loan losses decreased $207,000 from year-end 2006 and $296,000 from the first quarter of 2006. The allowance as a percentage of total loans was 1.18%, 1.19% and 1.20% at March 31, 2007, December 31, 2006 and March 31, 2006, respectively. The allowance to nonperforming and restructured loans at the same dates was 221.90%, 231.41% and 303.31%, respectively.

Nonperforming and restructured loans totaled $12.4 million at March 31, 2007, compared to $12.0 million at December 31, 2006 and $10.2 million at March 31, 2006. The ratio of nonperforming and restructured loans to total loans for the same periods was 0.53%, 0.51% and 0.40%, respectively. The level of nonperforming loans and loan losses may rise over time as a result of economic and credit cycles.

Total deposits increased $94.9 million compared to December 31, 2006, and $134.2 million compared to March 31, 2006 due to internal growth and the acquisition of First Bartlesville. The Company’s deposit base continues to be comprised substantially of core deposits, with large denomination certificates of deposit being only 8.76% of total deposits at March 31, 2007, compared to 8.70% at December 31, 2006 and 8.75% at March 31, 2006.

Short-term borrowings increased $23.8 million from December 31, 2006, and $17.0 million from March 31, 2006. Fluctuations in short-term borrowings are a function of federal funds purchased from correspondent banks, customer demand for repurchase agreements and liquidity needs of the bank.

Long-term borrowings decreased $469,000 from year-end 2006 and $2.48 million from the first quarter of 2006. The decrease since the first quarter and year end of 2006 was due to scheduled principal payments. The Company uses these borrowings primarily to match-fund long-term fixed-rate loans.

Stockholders’ equity increased $7.1 million from year-end 2006 and $44.8 million from the first quarter of 2006, due to accumulated earnings. Average stockholders’ equity to average assets for the first quarter of 2007 was 10.18%, compared to 9.50% for the first quarter of 2006. The Company’s leverage ratio and total risk-based capital ratio were 9.79% and 13.95%, respectively, at March 31, 2007, well in excess of the regulatory minimums.

FUTURE APPLICATION OF ACCOUNTING STANDARDS

See note (2) of the Notes to Consolidated Financial Statements for a discussion of recently issued accounting pronouncements.

SEGMENT INFORMATION

See note (13) of the Notes to Consolidated Financial Statements for disclosures regarding business segments.

FORWARD LOOKING STATEMENTS

The Company may make forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 with respect to earnings, credit quality, corporate objectives, interest rates and other financial and business matters. Forward-looking statements include estimates and give management’s current expectations or forecasts of future events. The Company cautions readers that these forward-looking statements are subject to numerous assumptions, risks and uncertainties, including economic conditions, the performance of financial markets and interest rates; legislative and regulatory actions and reforms; competition; as well as other factors, all of which change over time. Actual results may differ materially from forward-looking statements.

 

18


BANCFIRST CORPORATION

SELECTED CONSOLIDATED FINANCIAL DATA

(Unaudited)

(Dollars in thousands, except per share data)

 

     Three Months Ended
March 31
 
     2007     2006  

Per Common Share Data

    

Net income – basic

   $ 0.71     $ 0.69  

Net income – diluted

     0.69       0.68  

Cash dividends

     0.18       0.16  

Performance Data

    

Return on average assets

     1.31 %     1.33 %

Return on average stockholders’ equity

     12.83       14.03  

Cash dividend payout ratio

     25.35       23.19  

Net interest spread

     3.72       3.95  

Net interest margin

     4.75       4.77  

Efficiency ratio

     66.50       63.09  

Net charge-offs

     0.03       0.07  

 

     March 31,     December 31,  
     2007     2006     2006  

Balance Sheet Data

      

Book value per share

   $ 22.61     $ 19.81     $ 22.10  

Tangible book value per share

     20.09       17.35       19.57  

Average loans to deposits (year-to-date)

     77.50 %     80.39 %     79.19  %

Average earning assets to total assets (year-to-date)

     90.77       89.55       90.20  

Average stockholders’ equity to average assets (year-to-date)

     10.18       9.50       9.68  

Asset Quality Ratios

      

Nonperforming and restructured loans to total loans

     0.53 %     0.40 %     0.51 %

Nonperforming and restructured assets to total assets

     0.39       0.36       0.40  

Allowance for loan losses to total loans

     1.18       1.20       1.19  

Allowance for loan losses to nonperforming and restructured loans

     221.90       273.46       231.41  

 

19


BANCFIRST CORPORATION

CONSOLIDATED AVERAGE BALANCE SHEETS AND INTEREST MARGIN ANALYSES

(Unaudited)

Taxable Equivalent Basis (Dollars in thousands)

 

     Three Months Ended March 31,  
     2007     2006  
    

Average

Balance

   

Interest

Income/

Expense

  

Average

Yield/

Rate

   

Average

Balance

   

Interest

Income/

Expense

  

Average

Yield/

Rate

 

ASSETS

              

Earning assets:

              

Loans (1)

   $ 2,338,682     $ 46,630    8.09 %   $ 2,312,905     $ 42,247    7.41 %

Securities – taxable

     389,466       4,400    4.58       405,477       4,530    4.53  

Securities – tax exempt

     35,154       555    6.40       40,479       609    6.10  

Federal funds sold

     369,992       4,861    5.33       206,665       2,224    4.36  
                                  

Total earning assets

     3,133,294       56,446    7.31       2,965,526       49,610    6.78  
                                  

Nonearning assets:

              

Cash and due from banks

     141,463            175,536       

Interest receivable and other assets

     204,876            198,152       

Allowance for loan losses

     (27,651 )          (27,576 )     
                          

Total nonearning assets

     318,688            346,112       
                          

Total assets

   $ 3,451,982          $ 3,311,638       
                          

LIABILITIES AND STOCKHOLDERS EQUITY

              

Interest-bearing liabilities:

              

Transaction deposits

   $ 419,913     $ 852    0.82 %   $ 441,381     $ 780    0.72 %

Savings deposits

     979,906       9,350    3.87       842,582       6,129    2.95  

Time deposits

     766,576       8,478    4.49       722,660       6,188    3.47  

Short-term borrowings

     32,096       398    5.03       40,410       430    4.32  

Long-term borrowings

     1,131       20    7.17       3,668       55    6.08  

Junior subordinated debentures

     30,971       665    8.71       51,804       1,103    8.64  
                                  

Total interest-bearing liabilities

     2,230,593       19,763    3.59       2,102,505       14,685    2.83  
                                  

Interest-free funds:

              

Noninterest-bearing deposits

     851,365            870,417       

Interest payable and other liabilities

     18,514            24,094       

Stockholders’ equity

     351,510            314,622       
                          

Total interest free funds

     1,221,389            1,209,133       
                          

Total liabilities and stockholders’ equity

   $ 3,451,982          $ 3,311,638       
                          

Net interest income

     $ 36,683        $ 34,925   
                      

Net interest spread

        3.72 %        3.95 %
                      

Net interest margin

        4.75 %        4.77 %
                      

(1) Nonaccrual loans are included in the average loan balances and any interest on such nonaccrual loans is recognized on a cash basis.

 

20


Item 3. Quantitative and Qualitative Disclosures About Market Risk.

There have been no significant changes in the Registrant’s disclosures regarding market risk since December 31, 2006, the date of its annual report to stockholders.

 

Item 4. Controls and Procedures.

The Company’s Chief Executive Officer and Chief Financial Officer and Disclosure Committee, which includes the Company’s Chief Risk Officer, Chief Asset Quality Control Officer, Chief Internal Auditor, Senior Vice President of Corporate Finance, Holding Company Controller, Bank Controller and General Counsel, have evaluated, as of the last day of the period covered by this report, the Company’s disclosure controls and procedures. Based on their evaluation they concluded that the disclosure controls and procedures of the Company are effective to ensure that information required to be disclosed by the Company in the reports filed or submitted by it under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the applicable rules and forms. There have been no changes in the Company’s internal controls or in other factors that could significantly affect internal controls subsequent to the date of their evaluation.

 

21


PART II – OTHER INFORMATION

 

Item 6. Exhibits.

 

  (a) Exhibits

 

Exhibit
Number
 

Exhibit

  3.1   Second Amended and Restated Certificate of Incorporation (filed as Exhibit 1 to the Company’s Form 8-A/A filed July 23, 1998 and incorporated herein by reference).
  3.2   Certificate of Amendment of the Second Amended and Restated Certificate of Incorporation of BancFirst Corporation (filed as Exhibit 3.5 to the Company’s Quarterly Report on Form 10-Q for the Quarter Ended June 30, 2004 and incorporated herein by reference).
  3.3   Certificate of Designations of Preferred Stock (filed as Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1998 and incorporated herein by reference).
  3.4   Amended By-Laws (filed as Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1992 and incorporated herein by reference).
  3.5   Amendment to the Second Amended and Restated Certificate of Incorporation (filed as Exhibit 3.5 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2005 and incorporated herein by reference).
  3.6   Resolution of the Board of Directors amending Section XXVII of the Company’s By-Laws (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K dated February 26, 2004 and incorporated herein by reference).
  4.1   Instruments defining the rights of securities holders (see Exhibits 3.1, 3.2, 3.3 and 3.4 above).
  4.2   Amended and Restated Declaration of Trust of BFC Capital Trust I dated as of February 4, 1997 (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K dated February 4, 1997 and incorporated herein by reference).
  4.3   Form of 9.65% Series B Cumulative Trust Preferred Security Certificates for BFC Capital Trust I (included as Exhibit D to Exhibit 4.2).
  4.4   Indenture dated as of February 4, 1997, relating to the 9.65% Junior Subordinated Deferrable Interest Debentures of BancFirst Corporation issued to BFC Capital Trust I (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K dated February 4, 1997 and incorporated herein by reference).
  4.5   Form of Certificate of 9.65% Series B Junior Subordinated Deferrable Interest Debenture of BancFirst Corporation (included as Exhibit A to Exhibit 4.4).
  4.6   Form of Series B Guarantee of BancFirst Corporation relating to the 9.65% Series B Cumulative Trust Preferred Securities of BFC Capital Trust I (filed as Exhibit 4.7 to the Company’s registration statement on Form S-4, File No. 333-25599, and incorporated herein by reference).
  4.7   Rights Agreement, dated as of February 25, 1999, between BancFirst Corporation and BancFirst, as Rights Agent, including Exhibit A the form of Certificate of Designations of the Company setting forth the terms of the Preferred Stock, as Exhibit B the form of Right Certificate and as Exhibit C the form of Summary of Rights Agreement (filed as Exhibit 1 to the Company’s 8-K dated February 25, 1999 and incorporated herein by reference).

 

22


Exhibit
Number
 

Exhibit

  4.8   Form of Amended and Restated Trust Agreement relating to the 7.20% Cumulative Trust Preferred Securities of BFC Capital Trust II (filed as Exhibit 4.5 to the Company’s registration statement on From S-3, File No. 333-112488, and incorporated herein by reference).
  4.9   Form of 7.20% Cumulative Trust Preferred Security Certificate for BFC Capital Trust II (included as Exhibit D to Exhibit 4.8).
  4.10   Form of Identure relating to the 7.20% Junior Subordinated Deferrable Interest Debentures of BancFirst Corporation issued to BFC Capital Trust II (filed as Exhibit 4.1 to the Company’s registration statement on Form S-3, File No. 333-112488, and incorporated herein by reference).
  4.11   Form of Certificate of 7.20% Junior Subordinated Deferrable Interest Debenture of BancFirst Corporation (included in Section 2.2 and Section 2.3 of Exhibit 4.10).
  4.12   Form of Guarantee of BancFirst Corporation relating to the 7.20% Cumulative Trust Preferred Securities of BFC Capital Trust II (filed as Exhibit 4.7 to the Company’s registration statement on Form S-3, File No. 333-112488, and incorporated herein by reference).
10.1   Eigth Amended and Restated BancFirst Corporation Stock Option Plan (filed as Exhibit 10.1 to the Company’s Quarter Report on From 10-Q for the Quarter Ended September 30, 2006 and incorporated herein by reference).
10.2   Amended and Restated BancFirst Corporation Employee Stock Ownership and Thrift Plan, as amended by amendments dated September 19, 1992, November 21, 2002 and December 18, 2003 (filed as Exhibit 10.2 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004 and incorporated herein by reference).
10.3   1988 Incentive Stock Option Plan of Security Corporation as assumed by BancFirst Corporation (filed as Exhibit 4.1 to the Company’s Registration Statement on Form S-8, File No. 333-65129 and incorporated herein by reference).
10.4   1993 Incentive Stock Option Plan of Security Corporation as assumed by BancFirst Corporation (filed as Exhibit 4.2 to the Company’s Registration Statement on Form S-8, File No. 333-65129 and incorporated herein by reference).
10.5   1995 Non-Employee Director Stock Plan of AmQuest Financial Corp. as assumed by BancFirst Corporation (filed as Exhibit 4.3 to the Company’s Registration Statement on Form S-8, File No. 333-65129 and incorporated herein by reference).
10.6   Amended and Restated BancFirst Corporation Non-Employee Directors’ Stock Option Plan (filed as Exhibit 10.6 to the Company’s Quarter Report on From 10-Q for the Quarter Ended June 30, 2006 and incorporated herein by reference).
10.7   Amended and Restated BancFirst Corporation Directors’ Deferred Stock Compensation Plan (filed as Exhibit 10.7 to the Company’s Quarter Report on From 10-Q for the Quarter Ended June 30, 2006 and incorporated herein by reference).
31.1*   CEO’s Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a).
31.2*   CFO’s Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a).

 

23


Exhibit
Number
 

Exhibit

32.1*   CEO’s Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*   CFO’s Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.1   Stock Repurchase Program (filed as Exhibit 99.1 to the Company’s Form 8-K dated November 18, 1999 and incorporated herein by reference).

* Filed herewith.

 

24


SIGNATURES

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 thereunto duly authorized.

 

        BANCFIRST CORPORATION
                (Registrant)
Date May 9, 2007    

/s/ Joe T. Shockley, Jr.

                (Signature)
    Joe T. Shockley, Jr.
    Executive Vice President
    Chief Financial Officer

 

25