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BANCFIRST CORP /OK/ - Quarter Report: 2019 March (Form 10-Q)

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

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

For the quarterly period ended March 31, 2019

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

 

(I.R.S. Employer

incorporation or organization)

 

Identification No.)

 

101 N. Broadway, Oklahoma City, Oklahoma

 

73102-8405

(Address of principal executive offices)

 

(Zip Code)

(405) 270-1086

(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes      No  .

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (sec. 232-405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes      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

 

 

 

 

Non-accelerated filer

  

Smaller reporting company

 

 

 

 

Emerging growth company

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.        

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

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange on which registered

Common Stock, $1.00 Par Value Per Share

 

BANF

 

NASDAQ Global Select Market System

As of April 30, 2019 there were 32,626,588 shares of the registrant’s Common Stock outstanding.

 

 

 


PART I – FINANCIAL INFORMATION

 

 

Item 1. Financial Statements.

BANCFIRST CORPORATION

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

 

 

 

March 31,

 

 

December 31,

 

 

 

 

2019

 

 

 

2018

 

 

 

(unaudited)

 

 

(see Note 1)

 

ASSETS

 

 

 

 

 

 

 

 

Cash and due from banks

 

$

185,958

 

 

$

228,431

 

Interest-bearing deposits with banks

 

 

1,291,447

 

 

 

1,195,824

 

Securities held for investment (fair value: $1,223 and $1,433, respectively)

 

 

1,217

 

 

 

1,428

 

Securities available for sale at fair value

 

 

723,655

 

 

 

770,704

 

Loans held for sale

 

 

7,719

 

 

 

8,174

 

  Loans (net of unearned interest)

 

 

5,042,502

 

 

 

4,975,976

 

  Allowance for loan losses

 

 

(52,915

)

 

 

(51,389

)

Loans, net of allowance for loan losses

 

 

4,989,587

 

 

 

4,924,587

 

Premises and equipment, net

 

 

177,950

 

 

 

174,362

 

Other real estate owned

 

 

6,172

 

 

 

6,690

 

Intangible assets, net

 

 

15,701

 

 

 

16,470

 

Goodwill

 

 

79,749

 

 

 

79,749

 

Accrued interest receivable and other assets

 

 

229,845

 

 

 

167,839

 

Total assets

 

$

7,709,000

 

 

$

7,574,258

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

Deposits:

 

 

 

 

 

 

 

 

Noninterest-bearing

 

$

2,659,584

 

 

$

2,613,876

 

Interest-bearing

 

 

4,046,802

 

 

 

3,991,619

 

Total deposits

 

 

6,706,386

 

 

 

6,605,495

 

Short-term borrowings

 

 

5,200

 

 

 

1,675

 

Accrued interest payable and other liabilities

 

 

42,683

 

 

 

37,495

 

Junior subordinated debentures

 

 

26,804

 

 

 

26,804

 

Total liabilities

 

 

6,781,073

 

 

 

6,671,469

 

 

 

 

 

 

 

 

 

 

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, 40,000,000 shares authorized; shares issued and

      outstanding: 32,617,788 and 32,603,926, respectively

 

 

32,618

 

 

 

32,604

 

  Capital surplus

 

 

150,195

 

 

 

149,709

 

  Retained earnings

 

 

744,713

 

 

 

722,615

 

  Accumulated other comprehensive loss, net of income tax of $137

      and $(731), respectively

 

 

401

 

 

 

(2,139

)

Total stockholders' equity

 

 

927,927

 

 

 

902,789

 

Total liabilities and stockholders' equity

 

$

7,709,000

 

 

$

7,574,258

 

 

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

 

2


BANCFIRST CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(Dollars in thousands, except per share data)

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

 

2019

 

 

 

2018

 

INTEREST INCOME

 

 

 

 

 

 

 

 

Loans, including fees

 

$

68,730

 

 

$

62,919

 

Securities:

 

 

 

 

 

 

 

 

Taxable

 

 

4,335

 

 

 

1,898

 

Tax-exempt

 

 

126

 

 

 

171

 

Federal funds sold

 

 

2

 

 

 

104

 

Interest-bearing deposits with banks

 

 

7,748

 

 

 

5,782

 

Total interest income

 

 

80,941

 

 

 

70,874

 

INTEREST EXPENSE

 

 

 

 

 

 

 

 

Deposits

 

 

13,537

 

 

 

7,269

 

Short-term borrowings

 

 

10

 

 

 

35

 

Junior subordinated debentures

 

 

491

 

 

 

535

 

Total interest expense

 

 

14,038

 

 

 

7,839

 

Net interest income

 

 

66,903

 

 

 

63,035

 

Provision for loan losses

 

 

1,684

 

 

 

314

 

Net interest income after provision for loan losses

 

 

65,219

 

 

 

62,721

 

NONINTEREST INCOME

 

 

 

 

 

 

 

 

Trust revenue

 

 

3,177

 

 

 

3,129

 

Service charges on deposits

 

 

17,663

 

 

 

16,653

 

Securities transactions (includes no accumulated other comprehensive income reclassifications)

 

 

 

 

 

(14

)

Income from sales of loans

 

 

698

 

 

 

651

 

Insurance commissions

 

 

5,265

 

 

 

5,199

 

Cash management

 

 

3,776

 

 

 

3,021

 

(Loss)/gain on sale of other assets

 

 

(4

)

 

 

26

 

Other

 

 

1,426

 

 

 

1,445

 

Total noninterest income

 

 

32,001

 

 

 

30,110

 

NONINTEREST EXPENSE

 

 

 

 

 

 

 

 

Salaries and employee benefits

 

 

36,171

 

 

 

34,190

 

Occupancy, net

 

 

2,627

 

 

 

3,402

 

Depreciation

 

 

2,985

 

 

 

2,410

 

Amortization of intangible assets

 

 

759

 

 

 

733

 

Data processing services

 

 

1,480

 

 

 

1,203

 

Net (income)/expense from other real estate owned

 

 

(484

)

 

 

26

 

Marketing and business promotion

 

 

2,261

 

 

 

2,352

 

Deposit insurance

 

 

533

 

 

 

619

 

Other

 

 

9,874

 

 

 

10,955

 

Total noninterest expense

 

 

56,206

 

 

 

55,890

 

Income before taxes

 

 

41,014

 

 

 

36,941

 

Income tax expense

 

 

9,177

 

 

 

7,321

 

Net income

 

$

31,837

 

 

$

29,620

 

NET INCOME PER COMMON SHARE

 

 

 

 

 

 

 

 

Basic

 

$

0.98

 

 

$

0.91

 

Diluted

 

$

0.96

 

 

$

0.89

 

OTHER COMPREHENSIVE GAIN/(LOSS)

 

 

 

 

 

 

 

 

Unrealized gains/(losses) on securities, net of tax of $(868) and $474, respectively

 

 

2,540

 

 

 

(1,388

)

Reclassification adjustment for gains/(losses) included in net income

 

 

 

 

 

 

Other comprehensive gains/(losses), net of tax of $(868) and $474, respectively

 

 

2,540

 

 

 

(1,388

)

Comprehensive income

 

$

34,377

 

 

$

28,232

 

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

3


BANCFIRST CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)

(Dollars in thousands)

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2019

 

 

2018

 

COMMON STOCK

 

 

 

 

 

 

 

 

Issued at beginning of period

 

$

32,604

 

 

$

31,895

 

Shares issued for stock options

 

 

14

 

 

 

80

 

Shares issued for acquisitions

 

 

 

 

 

733

 

Issued at end of period

 

$

32,618

 

 

$

32,708

 

CAPITAL SURPLUS

 

 

 

 

 

 

 

 

Balance at beginning of period

 

$

149,709

 

 

$

107,481

 

Common stock issued for stock options

 

 

312

 

 

 

1,210

 

Common stock issued for acquisitions

 

 

 

 

 

38,765

 

Stock-based compensation arrangements

 

 

174

 

 

 

306

 

Balance at end of period

 

$

150,195

 

 

$

147,762

 

RETAINED EARNINGS

 

 

 

 

 

 

 

 

Balance at beginning of period

 

$

722,615

 

 

$

638,580

 

Net income

 

 

31,837

 

 

 

29,620

 

Dividends on common stock ($0.30 and $0.21 per share, respectively)

 

 

(9,739

)

 

 

(6,859

)

Balance at end of period

 

$

744,713

 

 

$

661,341

 

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

 

 

 

 

 

 

 

 

Unrealized gains/(losses) on securities:

 

 

 

 

 

 

 

 

Balance at beginning of period

 

$

(2,139

)

 

$

(2,327

)

Net change

 

 

2,540

 

 

 

(1,388

)

Balance at end of period

 

$

401

 

 

$

(3,715

)

Total stockholders’ equity

 

$

927,927

 

 

$

838,096

 

 

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

 

4


BANCFIRST CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOW

(Unaudited)

(Dollars in thousands)

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2019

 

 

2018

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

 

 

Net income

 

$

31,837

 

 

$

29,620

 

Adjustments to reconcile to net cash provided by operating activities:

 

 

 

 

 

 

 

 

Provision for loan losses

 

 

1,684

 

 

 

314

 

Depreciation and amortization

 

 

3,744

 

 

 

3,143

 

Net amortization of securities premiums and discounts

 

 

(1,948

)

 

 

(49

)

Realized securities losses

 

 

 

 

 

14

 

Gain on sales of loans

 

 

(698

)

 

 

(651

)

Cash receipts from the sale of loans originated for sale

 

 

43,229

 

 

 

44,558

 

Cash disbursements for loans originated for sale

 

 

(42,094

)

 

 

(43,949

)

Deferred income tax benefit

 

 

(459

)

 

 

(117

)

Gain on other assets

 

 

(499

)

 

 

(21

)

Increase in interest receivable

 

 

(1,500

)

 

 

(1,111

)

Increase in interest payable

 

 

382

 

 

 

353

 

Amortization of stock-based compensation arrangements

 

 

174

 

 

 

306

 

Excess tax benefit from stock-based compensation arrangements

 

 

(102

)

 

 

(647

)

Other, net

 

 

2,910

 

 

 

(5,408

)

Net cash provided by operating activities

 

 

36,660

 

 

 

26,355

 

INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

Net cash received from acquisitions, net of cash paid

 

 

 

 

 

6,248

 

Net decrease in federal funds sold

 

 

 

 

 

2,451

 

Purchases of available for sale securities

 

 

 

 

 

(30,861

)

Proceeds from maturities, calls and paydowns of held for investment securities

 

 

210

 

 

 

213

 

Proceeds from maturities, calls and paydowns of available for sale securities

 

 

2,406

 

 

 

5,729

 

Proceeds from sales of available for sale securities

 

 

 

 

 

1,460

 

Purchase of equity securities

 

 

(1,828

)

 

 

 

Proceeds from paydowns and sales of equity securities

 

 

110

 

 

 

 

Net change in loans

 

 

(67,249

)

 

 

48,819

 

Purchases of premises, equipment and computer software

 

 

(6,792

)

 

 

(7,168

)

Other, net

 

 

(5,019

)

 

 

(857

)

Net cash (used in) provided by investing activities

 

 

(78,162

)

 

 

26,034

 

FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

Net change in deposits

 

 

100,582

 

 

 

(31,953

)

Net increase/(decrease) in short-term borrowings

 

 

3,525

 

 

 

(800

)

Issuance of common stock in connection with stock options, net

 

 

326

 

 

 

1,290

 

Cash dividends paid

 

 

(9,781

)

 

 

(6,698

)

Net cash provided by (used in)  financing activities

 

 

94,652

 

 

 

(38,161

)

Net increase in cash, due from banks and interest-bearing deposits

 

 

53,150

 

 

 

14,228

 

Cash, due from banks and interest-bearing deposits at the beginning of the period

 

 

1,424,255

 

 

 

1,757,875

 

Cash, due from banks and interest-bearing deposits at the end of the period

 

$

1,477,405

 

 

$

1,772,103

 

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

 

 

 

 

 

 

 

 

Cash paid during the period for interest

 

$

13,655

 

 

$

7,486

 

Cash paid during the period for income taxes

 

$

 

 

$

1,250

 

Noncash investing and financing activities:

 

 

 

 

 

 

 

 

Stock issued in acquisitions

 

$

 

 

$

39,498

 

Cash consideration for acquisitions

 

$

 

 

$

24,722

 

Fair value of assets acquired in acquisitions

 

$

 

 

$

377,320

 

Liabilities assumed in acquisitions

 

$

 

 

$

338,860

 

Unpaid common stock dividends declared

 

$

9,784

 

 

$

6,854

 

 

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

5


BANCFIRST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

 

(1)

DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

The accounting and reporting policies of BancFirst Corporation and its subsidiaries (the “Company”) conform to accounting principles generally accepted in the United States of America (U.S. GAAP) and general practice within the banking industry. A summary of significant accounting policies can be found in Note (1) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.

Basis of Presentation

The accompanying unaudited interim consolidated financial statements include the accounts of BancFirst Corporation, Council Oak Partners, LLC, BancFirst Insurance Services, Inc., BancFirst Risk & Insurance Company and BancFirst and its subsidiaries. The principal operating subsidiaries of BancFirst are Council Oak Investment Corporation, Council Oak Real Estate, Inc., BFTower, LLC and BancFirst Agency, Inc. 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 unaudited interim consolidated financial statements.

The accompanying unaudited interim consolidated financial statements and notes are presented in accordance with the instructions for Form 10-Q. The information contained in the financial statements and footnotes included in BancFirst Corporation’s Annual Report on Form 10-K for the year ended December 31, 2018, should be referred to in connection with these unaudited interim consolidated financial statements. Operating results for the interim periods disclosed herein are not necessarily indicative of the results that may be expected for a full year or any future period.

The unaudited interim consolidated 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, 2018, the date of the most recent annual report.

Reclassifications

Certain items in prior financial statements have been reclassified to conform to the current presentation. Such reclassifications had no effect on previously reported cash flows, stockholders’ equity or comprehensive income.

Use of Estimates in the Preparation of Financial Statements

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, the fair value of financial instruments and the valuation of intangibles. Such estimates and assumptions may change over time and actual amounts realized may differ from those reported.

Recent Accounting Pronouncements

Standards Adopted During Current Period:

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, “Leases - (Topic 842)”, amended by ASU 2018-11, “Leases – (Topic 842)”: Targeted Improvements. This new guidance requires a lessee to recognize on the balance sheet the assets and liabilities for the rights and obligations created by leases with lease terms of more than twelve months and provide additional disclosures. The amendments were effective for annual periods, and interim reporting periods within those annual periods, beginning after December 15, 2018. The Company adopted this new standard on January 1, 2019, using a modified retrospective transition approach and recognized right-of-use lease assets and related lease liabilities totaling $4.3 million. The Company elected to apply certain practical adoption expedients provided under the updates whereby it did not reassess initial direct costs for any existing leases. No cumulative-effect adjustment was recognized as the amount was not material, and the impact on our results of operations and cash flows was also not material. No prior periods were adjusted. See Note 6 for the financial position impact and additional disclosures.

Standards Not Yet Adopted:

6


In August 2018, the FASB issued ASU No. 2018-13, “Fair Value Measurement (Topic 820).” ASU 2018-13 removes, modifies and adds disclosure requirements on fair value measurements. ASU 2018-13 will be effective for the Company on January 1, 2020. Early adoption is permitted. In addition, early adoption of any removed or modified disclosures and delayed adoption of the additional disclosures until the effective date is also permitted. The Company expects to adopt the standard in the first quarter of 2020.

 

In June 2016, the FASB issued ASU No.  2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” ASU 2016-13 requires a financial asset measured at amortized cost basis to be presented at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. ASU 2016-13 requires enhanced disclosures related to the significant estimates and judgements used in estimating credit losses, as well as the credit quality and underwriting standards of an organization’s portfolio. In addition, ASU 2016-13 amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. ASU 2016-13 will be effective for the Company on January 1, 2020. The Company is currently evaluating the potential impact of ASU 2016-13 on its financial statements. In that regard, the Company has formed a task force under the direction of its Chief Financial Officer. In preparation, the Company has developed new credit estimation models, processes and controls. Internal validation of the model is underway and expected to be completed early in 2019. The Company has performed test runs of the new processes and controls and expects to begin full parallel runs by mid-2019. The impact of the standard will depend on the composition of the Company’s portfolio as well as economic conditions and forecasts at the time of adoption. The adoption of ASU 2016-13 could result in an increase in the allowance for loan losses as a result of changing from an “incurred loss” model, which encompasses allowances for current known and inherent losses within the portfolio, to an “expected loss” model, which encompasses allowances for losses expected to be incurred over the life of the portfolio. Furthermore, ASU 2016-13 will necessitate that we establish an allowance for expected credit losses for certain debt securities and other financial assets. While we are currently unable to reasonably estimate the impact of adopting ASU 2016-13, we expect that the impact of adoption will be significantly influenced by the composition, characteristics and quality of our loan and securities portfolios as well as the prevailing economic conditions and forecasts as of the adoption date. The Company expects to adopt the standard in the first quarter of 2020.

 

 

(2) RECENT DEVELOPMENTS, INCLUDING MERGERS AND ACQUISITIONS

 

On April, 23, 2019, the Company entered into an agreement to acquire Pegasus Bank.  See Note (12) for additional information on this subsequent event.

 

On August 31, 2018 BFTower, LLC, a wholly-owned subsidiary of BancFirst purchased Cotter Ranch Tower in Oklahoma City for the Company’s corporate headquarters for $21.0 million. Cotter Ranch Tower was subsequently renamed BancFirst Tower. BancFirst Tower consists of an aggregate of 507,000 square feet, has 36 floors and is the second tallest building in Oklahoma City. The BancFirst Tower will remain an income producing property as approximately 55% is currently leased to outside tenants. BancFirst Tower will allow the Company to consolidate operations from three locations to one and will improve operational efficiencies. Upon consolidation, the Company expects to occupy approximately 35% of BancFirst Tower, resulting in approximately 90% total occupancy.  Renovations on BancFirst Tower will be substantially completed by the end of 2020 and are expected to cost approximately $70 million. The renovation costs include substantial deferred maintenance including HVAC, plumbing, electrical, elevators, building skin and roof while also including much needed improvements to both the interior and exterior common areas including the lobby, underground and outdoor plaza. The Company could start depreciating certain components of the renovation as they are put into service as early as September 2019.  The total purchase price and renovation costs were determined to be favorable to other alternatives, such as constructing new corporate headquarters. On December 14, 2018, BFTower LLC, purchased a 42.6% ownership interest in SFPG, LLC, which is the owner of a 1,568 space parking garage adjacent to BancFirst Tower, for $9.8 million.

 

On January 11, 2018, the Company acquired First Wagoner Corp. and its subsidiary bank, First Bank & Trust Company, with locations in Carney, Grove, Ketchum, Luther, Tulsa and Wagoner. First Bank & Trust Company had approximately $290 million in total assets, $247 million in loans and $251 million in deposits. First Bank & Trust Company operated as a subsidiary of BancFirst Corporation until it was merged into BancFirst on February 16, 2018. As a result of the acquisition, the Company recorded a core deposit intangible of approximately $6.3 million and goodwill of approximately $19.1 million. The effect of this acquisition was included in the consolidated financial statements of the Company from the date of acquisition forward. The acquisition did not have a material effect on the Company’s consolidated financial statements. The acquisition of First Wagoner Corp. and its subsidiary bank, First Bank & Trust Company complements the Company’s community banking strategy by adding an additional five communities to its banking network in Oklahoma.

 

On January 11, 2018, the Company acquired First Chandler Corp. and its subsidiary bank, First Bank of Chandler, with two locations in Chandler. First Bank of Chandler had approximately $88 million in total assets, $66 million in loans and $79 million in deposits. First Bank of Chandler operated as a subsidiary of BancFirst Corporation until it was merged into BancFirst on September 7, 2018. As a result of the acquisition, the Company recorded a core deposit intangible of approximately $2.2 million and goodwill of approximately $6.6 million. The effect of this acquisition was included in the consolidated financial statements of the Company from

7


the date of acquisition forward. The acquisition did not have a material effect on the Company’s consolidated financial statements. The acquisition of First Chandler Corp. and its subsidiary bank, First Bank of Chandler complements the Company’s community banking strategy by increasing its banking network in Oklahoma.

 

(3)

SECURITIES

The following table summarizes the amortized cost and estimated fair values of debt securities held for investment:

 

 

 

 

 

 

 

Amortized

Cost

 

 

Gross

Unrealized

Gains

 

 

Gross

Unrealized

Losses

 

 

Estimated

Fair

Value

 

March 31, 2019

 

(Dollars in thousands)

 

Mortgage backed securities (1)

 

$

122

 

 

$

6

 

 

$

 

 

$

128

 

States and political subdivisions

 

 

595

 

 

 

 

 

 

 

 

 

595

 

Other securities

 

 

500

 

 

 

 

 

 

 

 

 

500

 

Total

 

$

1,217

 

 

$

6

 

 

$

 

 

$

1,223

 

December 31, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mortgage backed securities (1)

 

$

133

 

 

$

5

 

 

$

 

 

$

138

 

States and political subdivisions

 

 

795

 

 

 

 

 

 

 

 

 

795

 

Other securities

 

 

500

 

 

 

 

 

 

 

 

 

500

 

Total

 

$

1,428

 

 

$

5

 

 

$

 

 

$

1,433

 

The following table summarizes the amortized cost and estimated fair values of debt securities available for sale:

 

 

 

 

 

 

 

Amortized

Cost

 

 

Gross

Unrealized

Gains

 

 

Gross

Unrealized

Losses

 

 

Estimated

Fair

Value

 

March 31, 2019

 

(Dollars in thousands)

 

U.S. treasuries

 

$

651,860

 

 

$

2,847

 

 

$

(1,957

)

 

$

652,750

 

U.S. federal agencies

 

 

28,106

 

 

 

 

 

 

(152

)

 

 

27,954

 

Mortgage backed securities (1)

 

 

16,162

 

 

 

126

 

 

 

(576

)

 

 

15,712

 

States and political subdivisions

 

 

26,989

 

 

 

317

 

 

 

(67

)

 

 

27,239

 

Total

 

$

723,117

 

 

$

3,290

 

 

$

(2,752

)

 

$

723,655

 

December 31, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. treasuries

 

$

699,882

 

 

$

1,108

 

 

$

(3,524

)

 

$

697,466

 

U.S. federal agencies

 

 

30,079

 

 

 

 

 

 

(160

)

 

 

29,919

 

Mortgage backed securities (1)

 

 

16,367

 

 

 

114

 

 

 

(573

)

 

 

15,908

 

States and political subdivisions

 

 

27,246

 

 

 

277

 

 

 

(112

)

 

 

27,411

 

Total

 

$

773,574

 

 

$

1,499

 

 

$

(4,369

)

 

$

770,704

 

 

 

(1)

Primarily consists of FHLMC, FNMA, GNMA and mortgage backed securities through U.S. agencies.

 

 

8


The maturities of debt securities held for investment and available for sale are summarized in the following table using contractual maturities. Actual maturities may differ from contractual maturities due to obligations that are called or prepaid. For purposes of the maturity table, mortgage-backed securities, which are not due at a single maturity date, have been presented at their contractual maturity.

 

 

 

March 31, 2019

 

 

December 31, 2018

 

 

 

Amortized

Cost

 

 

Estimated

Fair

Value

 

 

Amortized

Cost

 

 

Estimated

Fair

Value

 

 

 

(Dollars in thousands)

 

Held for Investment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contractual maturity of debt securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Within one year

 

$

295

 

 

$

295

 

 

$

495

 

 

$

495

 

After one year but within five years

 

 

368

 

 

 

370

 

 

 

369

 

 

 

370

 

After five years but within ten years

 

 

552

 

 

 

556

 

 

 

562

 

 

 

565

 

After ten years

 

 

2

 

 

 

2

 

 

 

2

 

 

 

3

 

Total

 

$

1,217

 

 

$

1,223

 

 

$

1,428

 

 

$

1,433

 

Available for Sale

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contractual maturity of debt securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Within one year

 

$

403,084

 

 

$

402,210

 

 

$

411,256

 

 

$

410,327

 

After one year but within five years

 

 

273,033

 

 

 

274,838

 

 

 

313,416

 

 

 

311,924

 

After five years but within ten years

 

 

7,265

 

 

 

7,487

 

 

 

7,524

 

 

 

7,685

 

After ten years

 

 

39,735

 

 

 

39,120

 

 

 

41,378

 

 

 

40,768

 

Total debt securities

 

$

723,117

 

 

$

723,655

 

 

$

773,574

 

 

$

770,704

 

The following table is a summary of the Company’s book value of securities that were pledged as collateral for public funds on deposit, repurchase agreements and for other purposes as required or permitted by law:

 

 

 

March 31, 2019

 

 

December 31, 2018

 

 

 

(Dollars in thousands)

 

Book value of pledged securities

 

$

418,807

 

 

$

472,053

 

 

Non-Cash investing activities

On March 31, 2019, the Company had a $50.0 million security that matured, was removed from the securities portfolio and moved into accrued interest receivable and other assets on the balance sheet. The cash for this matured security was received the following day on April 1, 2019.

 

 

 

9


(4)

LOANS AND ALLOWANCE FOR LOAN LOSSES

The following is a schedule of loans outstanding by category:

 

 

 

March 31, 2019

 

 

December 31, 2018

 

 

 

Amount

 

 

Percent

 

 

Amount

 

 

Percent

 

 

 

(Dollars in thousands)

 

Commercial and financial:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and industrial

 

$

1,043,848

 

 

 

20.70

%

 

$

1,032,787

 

 

 

20.76

%

Oil & gas production and equipment

 

 

106,991

 

 

 

2.12

 

 

 

94,729

 

 

 

1.90

 

Agriculture

 

 

130,717

 

 

 

2.59

 

 

 

136,313

 

 

 

2.74

 

State and political subdivisions:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Taxable

 

 

73,051

 

 

 

1.45

 

 

 

76,211

 

 

 

1.53

 

Tax-exempt

 

 

49,833

 

 

 

0.99

 

 

 

48,415

 

 

 

0.97

 

Real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction

 

 

469,826

 

 

 

9.32

 

 

 

451,224

 

 

 

9.07

 

Farmland

 

 

227,526

 

 

 

4.51

 

 

 

219,241

 

 

 

4.41

 

One to four family residences

 

 

982,605

 

 

 

19.49

 

 

 

979,170

 

 

 

19.68

 

Multifamily residential properties

 

 

68,412

 

 

 

1.36

 

 

 

65,949

 

 

 

1.33

 

Commercial

 

 

1,514,266

 

 

 

30.03

 

 

 

1,506,937

 

 

 

30.28

 

Consumer

 

 

326,002

 

 

 

6.46

 

 

 

328,069

 

 

 

6.59

 

Other (not classified above)

 

 

49,425

 

 

 

0.98

 

 

 

36,931

 

 

 

0.74

 

Total loans

 

$

5,042,502

 

 

 

100.00

%

 

$

4,975,976

 

 

 

100.00

%

The Company’s loans are mostly to customers within Oklahoma and approximately 65% of the loans are secured by real estate.  Credit risk on loans is managed through limits on amounts loaned to individual and related borrowers, underwriting standards and loan monitoring procedures. The amounts and types of collateral obtained, if any, 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 Company’s commercial and industrial loan category includes a small percentage of loans to companies that provide ancillary services to the oil and gas industry, such as transportation, preparation contractors and equipment manufacturers. The balance of these loans was approximately $61 million at March 31, 2019 and approximately $60 million at December 31, 2018.

Accounting policies related to appraisals, nonaccruals and charge-offs are disclosed in Note (1) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.

Nonperforming and Restructured Assets

The following is a summary of nonperforming and restructured assets:

 

 

 

March 31,

 

 

December 31,

 

 

 

2019

 

 

2018

 

 

 

(Dollars in thousands)

 

Past due 90 days or more and still accruing

 

$

2,170

 

 

$

1,916

 

Nonaccrual

 

 

21,594

 

 

 

22,603

 

Restructured

 

 

14,552

 

 

 

13,188

 

Total nonperforming and restructured loans

 

 

38,316

 

 

 

37,707

 

Other real estate owned and repossessed assets

 

 

6,433

 

 

 

6,873

 

Total nonperforming and restructured assets

 

$

44,749

 

 

$

44,580

 

Had nonaccrual loans performed in accordance with their original contractual terms, the Company would have recognized additional interest income of approximately $544,000 for the three months ended March 31, 2019 and approximately $542,000 for the three months ended March 31, 2018.

The Company charges interest on principal balances outstanding on restructured loans during deferral periods. The current and future financial effects of the recorded balance of loans considered to be restructured were not considered to be material.

10


Loans are segregated into classes based upon the nature of the collateral and the borrower. These classes are used to estimate the allowance for loan losses. The following table is a summary of amounts included in nonaccrual loans, segregated by class of loans. Residential real estate refers to one-to-four family real estate.

 

 

 

March 31, 2019

 

 

December 31, 2018

 

 

 

(Dollars in thousands)

 

Real estate:

 

 

 

 

 

 

 

 

Non-residential real estate owner occupied

 

$

769

 

 

$

838

 

Non-residential real estate other

 

 

1,030

 

 

 

187

 

Residential real estate permanent mortgage

 

 

1,208

 

 

 

954

 

Residential real estate all other

 

 

5,729

 

 

 

5,488

 

Commercial and financial:

 

 

 

 

 

 

 

 

Non-consumer non-real estate

 

 

5,132

 

 

 

5,682

 

Consumer non-real estate

 

 

422

 

 

 

437

 

Other loans

 

 

393

 

 

 

490

 

Acquired loans

 

 

6,911

 

 

 

8,527

 

Total

 

$

21,594

 

 

$

22,603

 

Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due. The following table presents an age analysis of past due loans, segregated by class of loans:

 

 

 

Age Analysis of Past Due Loans

 

 

 

30-59

Days

Past Due

 

 

60-89

Days

Past Due

 

 

90 Days

and

Greater

 

 

Total

Past Due

Loans

 

 

Current

Loans

 

 

Total Loans

 

 

Accruing

Loans 90

Days or

More

Past Due

 

 

 

(Dollars in thousands)

 

As of March 31, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-residential real estate owner occupied

 

$

8,948

 

 

$

30

 

 

$

123

 

 

$

9,101

 

 

$

629,918

 

 

$

639,019

 

 

$

117

 

Non-residential real estate other

 

 

2,089

 

 

 

152

 

 

 

593

 

 

 

2,834

 

 

 

1,186,935

 

 

 

1,189,769

 

 

 

121

 

Residential real estate permanent mortgage

 

 

3,374

 

 

 

634

 

 

 

801

 

 

 

4,809

 

 

 

328,857

 

 

 

333,666

 

 

 

401

 

Residential real estate all other

 

 

2,239

 

 

 

4,002

 

 

 

2,327

 

 

 

8,568

 

 

 

832,865

 

 

 

841,433

 

 

 

247

 

Commercial and financial:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-consumer non-real estate

 

 

3,226

 

 

 

999

 

 

 

2,164

 

 

 

6,389

 

 

 

1,320,215

 

 

 

1,326,604

 

 

 

453

 

Consumer non-real estate

 

 

1,498

 

 

 

548

 

 

 

311

 

 

 

2,357

 

 

 

324,649

 

 

 

327,006

 

 

 

173

 

Other loans

 

 

1,485

 

 

 

156

 

 

 

92

 

 

 

1,733

 

 

 

140,687

 

 

 

142,420

 

 

 

 

Acquired loans

 

 

1,528

 

 

 

1,689

 

 

 

4,290

 

 

 

7,507

 

 

 

235,078

 

 

 

242,585

 

 

 

658

 

Total

 

$

24,387

 

 

$

8,210

 

 

$

10,701

 

 

$

43,298

 

 

$

4,999,204

 

 

$

5,042,502

 

 

$

2,170

 

As of December 31, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-residential real estate owner occupied

 

$

5,114

 

 

$

810

 

 

$

43

 

 

$

5,967

 

 

$

620,654

 

 

$

626,621

 

 

$

 

Non-residential real estate other

 

 

2,772

 

 

 

32

 

 

 

114

 

 

 

2,918

 

 

 

1,143,210

 

 

 

1,146,128

 

 

 

 

Residential real estate permanent mortgage

 

 

2,448

 

 

 

653

 

 

 

693

 

 

 

3,794

 

 

 

324,908

 

 

 

328,702

 

 

 

430

 

Residential real estate all other

 

 

1,728

 

 

 

292

 

 

 

2,799

 

 

 

4,819

 

 

 

822,685

 

 

 

827,504

 

 

 

612

 

Commercial and financial:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-consumer non-real estate

 

 

3,620

 

 

 

702

 

 

 

833

 

 

 

5,155

 

 

 

1,278,499

 

 

 

1,283,654

 

 

 

282

 

Consumer non-real estate

 

 

1,991

 

 

 

565

 

 

 

559

 

 

 

3,115

 

 

 

323,747

 

 

 

326,862

 

 

 

325

 

Other loans

 

 

322

 

 

 

158

 

 

 

178

 

 

 

658

 

 

 

141,251

 

 

 

141,909

 

 

 

 

Acquired loans

 

 

5,240

 

 

 

1,669

 

 

 

4,936

 

 

 

11,845

 

 

 

282,751

 

 

 

294,596

 

 

 

267

 

Total

 

$

23,235

 

 

$

4,881

 

 

$

10,155

 

 

$

38,271

 

 

$

4,937,705

 

 

$

4,975,976

 

 

$

1,916

 

Impaired Loans

Loans are considered impaired when, based on current information and events, it is probable the Company will be unable to collect the full amount of scheduled principal and interest payments in accordance with the original contractual terms of the loan agreement. If a loan is impaired, a specific valuation allowance may be allocated, if necessary, so that the loan is reported, net of

11


allowance for loss, at the present value of future cash flows using the loan’s existing rate, or the fair value of collateral if repayment is expected solely from the collateral.

The following table presents impaired loans, segregated by class of loans. During the period ended March 31, 2019 and March 31, 2018, no material amount of interest income was recognized on impaired loans subsequent to their classification as impaired.

 

 

 

Impaired Loans

 

 

 

Unpaid

Principal

Balance

 

 

Recorded

Investment

with Allowance

 

 

Related

Allowance

 

 

Average

Recorded

Investment

 

 

 

(Dollars in thousands)

 

As of March 31, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-residential real estate owner occupied

 

$

7,730

 

 

$

7,619

 

 

$

228

 

 

$

7,362

 

Non-residential real estate other

 

 

1,976

 

 

 

1,722

 

 

 

212

 

 

 

1,247

 

Residential real estate permanent mortgage

 

 

1,871

 

 

 

1,619

 

 

 

143

 

 

 

1,618

 

Residential real estate all other

 

 

7,153

 

 

 

6,854

 

 

 

2,478

 

 

 

7,024

 

Commercial and financial:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-consumer non-real estate

 

 

18,769

 

 

 

11,120

 

 

 

857

 

 

 

10,976

 

Consumer non-real estate

 

 

767

 

 

 

660

 

 

 

133

 

 

 

724

 

Other loans

 

 

694

 

 

 

422

 

 

 

31

 

 

 

369

 

Acquired loans

 

 

12,764

 

 

 

10,228

 

 

 

2

 

 

 

11,078

 

Total

 

$

51,724

 

 

$

40,244

 

 

$

4,084

 

 

$

40,398

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-residential real estate owner occupied

 

$

7,126

 

 

$

6,933

 

 

$

202

 

 

$

7,739

 

Non-residential real estate other

 

 

949

 

 

 

757

 

 

 

50

 

 

 

6,057

 

Residential real estate permanent mortgage

 

 

1,789

 

 

 

1,545

 

 

 

127

 

 

 

1,650

 

Residential real estate all other

 

 

7,177

 

 

 

6,862

 

 

 

2,433

 

 

 

7,154

 

Commercial and financial:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-consumer non-real estate

 

 

18,507

 

 

 

10,977

 

 

 

881

 

 

 

12,140

 

Consumer non-real estate

 

 

928

 

 

 

829

 

 

 

131

 

 

 

846

 

Other loans

 

 

710

 

 

 

490

 

 

 

35

 

 

 

481

 

Acquired loans

 

 

12,846

 

 

 

9,864

 

 

 

2

 

 

 

11,050

 

Total

 

$

50,032

 

 

$

38,257

 

 

$

3,861

 

 

$

47,117

 

 

Credit Risk Monitoring and Loan Grading

The Company considers various factors to monitor the credit risk in the loan portfolio including volume and severity of loan delinquencies, nonaccrual loans, internal grading of loans, historical loan loss experience and economic conditions.

An internal risk grading system is used to indicate the credit risk of loans. The loan grades used by the Company are for internal risk identification purposes and do not directly correlate to regulatory classification categories or any financial reporting definitions.

The general characteristics of the risk grades are disclosed in Note (5) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.

12


The following table presents internal loan grading by class of loans:

 

 

 

Internal Loan Grading

 

 

 

Grade

 

 

 

 

1

 

 

 

2

 

 

 

3

 

 

 

4

 

 

 

5

 

 

Total

 

 

 

(Dollars in thousands)

 

As of March 31, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-residential real estate owner occupied

 

$

459,381

 

 

$

153,357

 

 

$

25,456

 

 

$

825

 

 

$

 

 

$

639,019

 

Non-residential real estate other

 

 

956,483

 

 

 

206,591

 

 

 

25,665

 

 

 

1,030

 

 

 

 

 

 

1,189,769

 

Residential real estate permanent mortgage

 

 

283,951

 

 

 

41,010

 

 

 

7,080

 

 

 

1,625

 

 

 

 

 

 

333,666

 

Residential real estate all other

 

 

659,846

 

 

 

159,703

 

 

 

15,943

 

 

 

5,941

 

 

 

 

 

 

841,433

 

Commercial and financial:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-consumer non-real estate

 

 

1,033,690

 

 

 

264,192

 

 

 

24,726

 

 

 

3,996

 

 

 

 

 

 

1,326,604

 

Consumer non-real estate

 

 

302,263

 

 

 

21,860

 

 

 

2,246

 

 

 

637

 

 

 

 

 

 

327,006

 

Other loans

 

 

136,737

 

 

 

4,317

 

 

 

1,348

 

 

 

18

 

 

 

 

 

 

142,420

 

Acquired loans

 

 

127,474

 

 

 

94,135

 

 

 

13,455

 

 

 

7,206

 

 

 

315

 

 

 

242,585

 

Total

 

$

3,959,825

 

 

$

945,165

 

 

$

115,919

 

 

$

21,278

 

 

$

315

 

 

$

5,042,502

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-residential real estate owner occupied

 

$

451,059

 

 

$

157,715

 

 

$

16,949

 

 

$

898

 

 

$

 

 

$

626,621

 

Non-residential real estate other

 

 

932,454

 

 

 

188,341

 

 

 

25,146

 

 

 

187

 

 

 

 

 

 

1,146,128

 

Residential real estate permanent mortgage

 

 

279,870

 

 

 

39,806

 

 

 

7,401

 

 

 

1,625

 

 

 

 

 

 

328,702

 

Residential real estate all other

 

 

644,217

 

 

 

162,003

 

 

 

15,232

 

 

 

6,052

 

 

 

 

 

 

827,504

 

Commercial and financial:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-consumer non-real estate

 

 

1,000,089

 

 

 

264,134

 

 

 

15,128

 

 

 

4,303

 

 

 

 

 

 

1,283,654

 

Consumer non-real estate

 

 

302,217

 

 

 

21,600

 

 

 

2,255

 

 

 

790

 

 

 

 

 

 

326,862

 

Other loans

 

 

136,132

 

 

 

5,542

 

 

 

116

 

 

 

119

 

 

 

 

 

 

141,909

 

Acquired loans

 

 

156,008

 

 

 

109,075

 

 

 

20,884

 

 

 

8,284

 

 

 

345

 

 

 

294,596

 

Total

 

$

3,902,046

 

 

$

948,216

 

 

$

103,111

 

 

$

22,258

 

 

$

345

 

 

$

4,975,976

 

Allowance for Loan Losses Methodology

The allowance for loan losses (“ALL”) methodology is disclosed in Note (5) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.

The following table details activity in the ALL by class of loans for the period presented. Allocation of a portion of the allowance to one category of loans does not preclude its availability to absorb losses in other categories.

 

 

 

ALL

 

 

 

Balance at

beginning of

period

 

 

Charge-

offs

 

 

Recoveries

 

 

Net

charge-offs

 

 

Provisions

charged to

operations

 

 

Balance at

end of

period

 

 

 

(Dollars in thousands)

 

Three Months Ended March 31, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-residential real estate owner occupied

 

$

6,328

 

 

$

(6

)

 

$

1

 

 

$

(5

)

 

$

332

 

 

$

6,655

 

Non-residential real estate other

 

 

11,027

 

 

 

(6

)

 

 

 

 

 

(6

)

 

 

341

 

 

 

11,362

 

Residential real estate permanent mortgage

 

 

3,261

 

 

 

(63

)

 

 

5

 

 

 

(58

)

 

 

58

 

 

 

3,261

 

Residential real estate all other

 

 

10,673

 

 

 

(52

)

 

 

2

 

 

 

(50

)

 

 

423

 

 

 

11,046

 

Commercial and financial:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-consumer non-real estate

 

 

13,151

 

 

 

(70

)

 

 

67

 

 

 

(3

)

 

 

1,261

 

 

 

14,409

 

Consumer non-real estate

 

 

3,065

 

 

 

(120

)

 

 

71

 

 

 

(49

)

 

 

56

 

 

 

3,072

 

Other loans

 

 

2,423

 

 

 

 

 

 

35

 

 

 

35

 

 

 

(50

)

 

 

2,408

 

Acquired loans

 

 

1,461

 

 

 

(26

)

 

 

4

 

 

 

(22

)

 

 

(737

)

 

 

702

 

Total

 

$

51,389

 

 

$

(343

)

 

$

185

 

 

$

(158

)

 

$

1,684

 

 

$

52,915

 

13


 

 

 

ALL

 

 

 

Balance at

beginning of

period

 

 

Charge-

offs

 

 

Recoveries

 

 

Net

charge-offs

 

 

Provisions

charged to

operations

 

 

Balance at

end of

period

 

 

 

(Dollars in thousands)

 

Three Months Ended March 31, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-residential real estate owner occupied

 

$

6,195

 

 

$

(19

)

 

$

1

 

 

$

(18

)

 

$

473

 

 

$

6,650

 

Non-residential real estate other

 

 

10,519

 

 

 

(1

)

 

 

39

 

 

 

38

 

 

 

(9

)

 

 

10,548

 

Residential real estate permanent mortgage

 

 

3,226

 

 

 

(56

)

 

 

3

 

 

 

(53

)

 

 

108

 

 

 

3,281

 

Residential real estate all other

 

 

9,672

 

 

 

(90

)

 

 

3

 

 

 

(87

)

 

 

246

 

 

 

9,831

 

Commercial and financial:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-consumer non-real estate

 

 

15,334

 

 

 

(156

)

 

 

13

 

 

 

(143

)

 

 

(406

)

 

 

14,785

 

Consumer non-real estate

 

 

2,793

 

 

 

(250

)

 

 

80

 

 

 

(170

)

 

 

76

 

 

 

2,699

 

Other loans

 

 

2,481

 

 

 

 

 

 

12

 

 

 

12

 

 

 

(157

)

 

 

2,336

 

Acquired loans

 

 

1,446

 

 

 

(27

)

 

 

18

 

 

 

(9

)

 

 

(17

)

 

 

1,420

 

Total

 

$

51,666

 

 

$

(599

)

 

$

169

 

 

$

(430

)

 

$

314

 

 

$

51,550

 

 

The following table details the amount of ALL by class of loans for the period presented, detailed on the basis of the impairment methodology used by the Company.

 

 

 

ALL

 

 

 

March 31, 2019

 

 

December 31, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Individually

evaluated for

impairment

 

 

Collectively

evaluated for

impairment

 

 

Individually

evaluated for

impairment

 

 

Collectively

evaluated for

impairment

 

 

 

(Dollars in thousands)

 

Real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-residential real estate owner occupied.

 

$

986

 

 

$

5,669

 

 

$

669

 

 

$

5,659

 

Non-residential real estate other

 

 

1,024

 

 

 

10,338

 

 

 

1,119

 

 

 

9,908

 

Residential real estate permanent mortgage

 

 

457

 

 

 

2,804

 

 

 

505

 

 

 

2,756

 

Residential real estate all other

 

 

3,691

 

 

 

7,355

 

 

 

3,413

 

 

 

7,260

 

Commercial and financial:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-consumer non-real estate

 

 

3,069

 

 

 

11,340

 

 

 

2,114

 

 

 

11,037

 

Consumer non-real estate

 

 

375

 

 

 

2,697

 

 

 

374

 

 

 

2,691

 

Other loans

 

 

26

 

 

 

2,382

 

 

 

65

 

 

 

2,358

 

Acquired loans

 

 

 

 

 

702

 

 

 

 

 

 

1,461

 

Total

 

$

9,628

 

 

$

43,287

 

 

$

8,259

 

 

$

43,130

 

14


The following table details the loans outstanding by class of loans for the period presented, on the basis of the impairment methodology used by the Company.

 

 

 

Loans

 

 

 

March 31, 2019

 

 

December 31, 2018

 

 

 

Individually

evaluated for

impairment

 

 

Collectively

evaluated for

impairment

 

 

Loans acquired

with deteriorated

credit quality

 

 

Individually

evaluated for

impairment

 

 

Collectively

evaluated for

impairment

 

 

Loans acquired

with deteriorated

credit quality

 

 

 

(Dollars in thousands)

 

Real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-residential real estate owner occupied

 

$

26,281

 

 

$

612,738

 

 

$

 

 

$

17,846

 

 

$

608,775

 

 

$

 

Non-residential real estate other

 

 

26,695

 

 

 

1,163,074

 

 

 

 

 

 

25,333

 

 

 

1,120,795

 

 

 

 

Residential real estate permanent mortgage

 

 

8,705

 

 

 

324,961

 

 

 

 

 

 

9,026

 

 

 

319,676

 

 

 

 

Residential real estate all other

 

 

21,883

 

 

 

819,550

 

 

 

 

 

 

21,285

 

 

 

806,219

 

 

 

 

Commercial and financial:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-consumer non-real estate

 

 

28,722

 

 

 

1,297,882

 

 

 

 

 

 

19,432

 

 

 

1,264,222

 

 

 

 

Consumer non-real estate

 

 

2,875

 

 

 

324,131

 

 

 

 

 

 

3,093

 

 

 

323,769

 

 

 

 

Other loans

 

 

26

 

 

 

142,394

 

 

 

 

 

 

209

 

 

 

141,700

 

 

 

 

Acquired loans

 

 

14,057

 

 

 

221,608

 

 

 

6,920

 

 

 

22,132

 

 

 

265,084

 

 

 

7,380

 

Total

 

$

129,244

 

 

$

4,906,338

 

 

$

6,920

 

 

$

118,356

 

 

$

4,850,240

 

 

$

7,380

 

Non-Cash Transfers from Loans and Premises and Equipment

Transfers from loans and premises and equipment to other real estate owned and repossessed assets are non-cash transactions, and are not included in the statements of cash flow.

Transfers from loans and premises and equipment to other real estate owned and repossessed assets during the periods presented, are summarized as follows:

 

 

 

Three Months Ended

March 31,

 

 

 

2019

 

 

2018

 

 

 

(Dollars in thousands)

 

Other real estate owned

 

$

591

 

 

$

402

 

Repossessed assets

 

 

301

 

 

 

220

 

Total

 

$

892

 

 

$

622

 

 

 

 

(5)

INTANGIBLE ASSETS

The following is a summary of intangible assets:

 

 

 

Gross

Carrying

Amount

 

 

Accumulated

Amortization

 

 

Net

Carrying

Amount

 

 

 

(Dollars in thousands)

 

As of March 31, 2019

 

 

 

 

 

 

 

 

 

 

 

 

Core deposit intangibles

 

$

25,907

 

 

$

(11,785

)

 

$

14,122

 

Customer relationship intangibles

 

 

5,699

 

 

 

(4,202

)

 

 

1,497

 

Mortgage servicing intangibles

 

 

392

 

 

 

(310

)

 

 

82

 

Total

 

$

31,998

 

 

$

(16,297

)

 

$

15,701

 

As of December 31, 2018

 

 

 

 

 

 

 

 

 

 

 

 

Core deposit intangibles

 

$

25,907

 

 

$

(11,113

)

 

$

14,794

 

Customer relationship intangibles

 

 

5,699

 

 

 

(4,115

)

 

 

1,584

 

Mortgage servicing intangibles

 

 

397

 

 

 

(305

)

 

 

92

 

Total

 

$

32,003

 

 

$

(15,533

)

 

$

16,470

 

15


The following is a summary of goodwill by business segment:

 

 

 

 

 

 

 

 

 

 

 

Other

 

 

Executive,

 

 

 

 

 

 

 

Metropolitan

 

 

Community

 

 

Financial

 

 

Operations

 

 

 

 

 

 

 

Banks

 

 

Banks

 

 

Services

 

 

& Support

 

 

Consolidated

 

 

 

(Dollars in thousands)

 

Three months ended March 31, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning and end of period

 

$

13,767

 

 

$

59,894

 

 

$

5,464

 

 

$

624

 

 

$

79,749

 

Additional information for intangible assets can be found in Note (7) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.

 

 

(6)     LEASES

Lessee

On January 1, 2019, the Company adopted ASU No. 2016-02, “Leases - (Topic 842),” which requires the recognition of the Company’s operating leases on its balance sheet. See Note (1) for additional information.

 

The Company has operating leases, which primarily consist of office space in buildings, ATM locations, storage facilities, parking lots and land on which it owns buildings. Rent expense for all operating leases totaled approximately $357,000 and $381,000 for the three months ended March 31, 2019 and March 31, 2018, respectively. As of March 31, 2019, right of use lease asset, which is included in accrued interest receivable and other assets on the balance sheet totaled $4.3 million, and the related lease liability, which is included in accrued interest payable and other liabilities on the balance sheet totaled $4.3 million. There have been no significant changes in our expected future minimum lease payments since December 31, 2018. The future minimum lease payments are disclosed in Note (19) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018. As of March 31, 2019, our operating leases have a weighted-average remaining lease term of 4.4 years and a weighted-average discount rate of 3.6 percent.

 

 

Maturity of Operating Lease Liabilities

 

 

 

 

 

March 31, 2019

 

 

(Dollars in thousands)

2019 (nine months)

 

$                                               97

2020

 

1,024

2021

 

150

2022

 

1,288

2023

 

955

Thereafter

 

737

Operating Lease Liability

 

$                                          4,251

 

Lessor

 

The Company is a lessor of operating leases, which primarily consist of office space in buildings and parking lots. These assets are classified on the balance sheet as premises and equipment. The Company had operating lease revenue of $1.5 million during the first quarter of 2019, which is included in occupancy, net on the consolidated statement of comprehensive income.

 

Future Minimum Lease Payments to be received

The Company does not have in place leases beyond 2023. The following table presents the scheduled minimum future contractual rent to be received under the remaining non-cancelable term of the operating leases:

 

 

 

March 31, 2019

 

 

(Dollars in thousands)

2019 (nine months)

 

$

3,126

 

2020

 

2,524

 

2021

 

1,624

 

2022

 

973

 

2023

 

509

 

Total Future Minimum Lease Payments

 

$

8,756

 

 

 

(7)

STOCK-BASED COMPENSATION

16


The Company adopted a nonqualified incentive stock option plan (the “BancFirst ISOP”) in May 1986. The Company has amended the BancFirst ISOP since 1986 to increase the number of shares to be issued under the plan to 6,400,000 shares. At March 31, 2019, there were 265,470 shares available for future grants. The BancFirst ISOP will terminate on December 31, 2019, if not extended. The options vest and are exercisable beginning four years from the date of grant at the rate of 25% per year for four years. Options expire at the end of fifteen years from the date of grant. Options outstanding as of March 31, 2019 will become exercisable through the year 2026. 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.

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. The Company has amended the BancFirst Directors’ Stock Option Plan since 1999 to increase the number of shares to be issued under the plan to 520,000 shares. At March 31, 2019, there were 40,000 shares available for future grants. The BancFirst Directors’ Stock Option Plan will terminate on December 31, 2019, if not extended. The options vest and 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, 2019 will become exercisable through the year 2023. 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.

The Company currently uses newly issued shares for stock option exercises, but reserves the right to use shares purchased under the Company’s Stock Repurchase Program (the “SRP”) in the future.

The following table is a summary of the activity under both the BancFirst ISOP and the BancFirst Directors’ Stock Option Plan:

 

 

 

 

 

 

 

 

 

 

 

Wgtd. Avg.

 

 

 

 

 

 

 

 

 

 

Wgtd. Avg.

 

 

Remaining

 

Aggregate

 

 

 

 

 

 

 

Exercise

 

 

Contractual

 

Intrinsic

 

 

 

Options

 

 

Price

 

 

Term

 

Value

 

 

 

(Dollars in thousands, except option data)

 

Three Months Ended March 31, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at December 31, 2018

 

 

1,216,700

 

 

$

28.48

 

 

 

 

 

 

 

Options granted

 

 

40,000

 

 

 

55.38

 

 

 

 

 

 

 

Options exercised

 

 

(5,500

)

 

 

28.35

 

 

 

 

 

 

 

Options canceled, forfeited, or expired

 

 

(22,500

)

 

 

51.83

 

 

 

 

 

 

 

Outstanding at March 31, 2019

 

 

1,228,700

 

 

 

28.93

 

 

9.39 Yrs

 

$

28,536

 

Exercisable at March 31, 2019

 

 

613,700

 

 

 

21.78

 

 

6.98 Yrs

 

$

18,639

 

The following table has additional information regarding options exercised under both the BancFirst ISOP and the BancFirst Directors’ Stock Option Plan:

 

 

 

Three Months Ended

March 31,

 

 

 

2019

 

 

2018

 

 

 

(Dollars in thousands)

 

Total intrinsic value of options exercised

 

 

$             145

 

 

 

$          2,860

 

Cash received from options exercised

 

 

156

 

 

 

1,233

 

Tax benefit realized from options exercised

 

 

37

 

 

 

729

 

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.

The following table is a summary of the Company’s recorded stock-based compensation expense:

 

 

 

Three Months Ended

March 31,

 

 

 

2019

 

 

2018

 

 

 

(Dollars in thousands)

 

Stock-based compensation expense

 

$

174

 

 

$

306

 

Tax benefit

 

 

44

 

 

 

78

 

Stock-based compensation expense, net of tax

 

$

130

 

 

$

228

 

17


The Company will continue to amortize the unearned stock-based compensation expense over the remaining vesting period of approximately seven years.  The following table shows the unearned stock-based compensation expense:

 

 

 

March 31, 2019

 

 

 

(Dollars in thousands)

 

Unearned stock-based compensation expense

 

$

3,437

 

The following table shows the assumptions used for computing stock-based compensation expense under the fair value method on options granted during the periods presented:

 

 

 

Three Months Ended

March 31,

 

 

 

2019

 

 

2018

 

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

 

$

13.67

 

 

$

13.98

 

Risk-free interest rate

 

2.62 to 2.76%

 

 

2.55 to 2.92%

 

Dividend yield

 

2.00%

 

 

2.00%

 

Stock price volatility

 

22.93 to 22.96%

 

 

23.05 to 23.18%

 

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. The Company accounts for forfeitures as they occur.

In May 1999, the Company adopted the BancFirst Corporation Directors’ Deferred Stock Compensation Plan (the “BancFirst Deferred Stock Compensation Plan”). The Company has amended the BancFirst Deferred Stock Compensation Plan since 1999 to increase the number of shares to be issued under the plan to 222,220 shares. The BancFirst Deferred Stock Compensation Plan will terminate on December 31, 2019, if not extended. Under the plan, directors and members of the community advisory boards of the Company and its subsidiaries may defer up to 100% of their board fees. They are credited for each deferral with a number of stock units based on the current market price of the Company’s stock, which accumulate in an account until such time as the director or community board member terminates serving as a board member. Shares of common stock of the Company are then distributed to the terminating director or community board member based upon the number of stock units accumulated in his or her account. There were 8,362 and 2,842 shares of common stock distributed from the BancFirst Deferred Stock Compensation Plan during the three months ended March 31, 2019 and March 31, 2018, respectively.

A summary of the accumulated stock units is as follows:

 

 

March 31,

 

 

December 31,

 

 

 

2019

 

 

2018

 

Accumulated stock units

 

 

137,543

 

 

 

143,347

 

Average price

 

$

25.70

 

 

$

24.91

 

 

 

 

(8)

STOCKHOLDERS’ EQUITY

In November 1999, the Company adopted a Stock Repurchase Program (the “SRP”). 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 stockholders wishing to sell their stock. All shares repurchased under the SRP have been retired and not held as treasury stock. The timing, price and amount of stock repurchases under the SRP may be determined by management and approved by the Company’s Executive Committee.

18


The following table is a summary of the shares under the program:

 

 

 

Three Months Ended

March 31,

 

 

 

2019

 

 

2018

 

Number of shares repurchased

 

 

 

 

 

 

Average price of shares repurchased

 

$

 

 

$

 

Shares remaining to be repurchased

 

 

148,736

 

 

 

300,000

 

The Company and BancFirst are subject to risk-based capital guidelines issued by the Board of Governors of the Federal Reserve System and the Federal Deposit Insurance Corporation (“FDIC”). These guidelines are used to evaluate capital adequacy and involve both quantitative and qualitative evaluations of the Company’s and BancFirst’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. Management believes that as of March 31, 2019, the Company and BancFirst met all capital adequacy requirements to which they are subject.  The actual and required capital amounts and ratios are shown in the following table:

 

 

 

 

 

 

 

 

 

 

 

Required

 

 

 

 

 

To Be Well

 

 

 

 

 

 

 

 

 

 

 

For Capital

 

 

With

 

 

Capitalized Under

 

 

 

 

 

 

 

 

 

 

 

Adequacy

 

 

Capital Conservation

 

 

Prompt Corrective

 

 

 

Actual

 

 

Purposes

 

 

Buffer

 

 

Action Provisions

 

 

 

Amount

 

 

Ratio

 

 

Amount

 

 

Ratio

 

 

Amount

 

 

Ratio

 

 

Amount

 

 

Ratio

 

 

 

(Dollars in thousands)

 

As of March 31, 2019:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Capital

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(to Risk Weighted Assets)-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BancFirst Corporation

 

$

911,073

 

 

16.32%

 

 

$

446,687

 

 

 

8.00%

 

 

$

586,277

 

 

10.50%

 

 

N/A

 

 

N/A

 

BancFirst

 

 

788,443

 

 

14.14%

 

 

 

445,937

 

 

 

8.00%

 

 

 

585,292

 

 

10.50%

 

 

$

557,421

 

 

 

10.00%

 

Common Equity Tier 1 Capital

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(to Risk Weighted Assets)-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BancFirst Corporation

 

$

832,158

 

 

14.90%

 

 

$

251,262

 

 

 

4.50%

 

 

$

390,852

 

 

7.00%

 

 

N/A

 

 

N/A

 

BancFirst

 

 

715,528

 

 

12.84%

 

 

 

250,839

 

 

 

4.50%

 

 

 

390,194

 

 

7.00%

 

 

$

362,323

 

 

 

6.50%

 

Tier 1 Capital

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(to Risk Weighted Assets)-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BancFirst Corporation

 

$

858,158

 

 

15.37%

 

 

$

335,016

 

 

 

6.00%

 

 

$

474,605

 

 

8.50%

 

 

N/A

 

 

N/A

 

BancFirst

 

 

735,528

 

 

13.20%

 

 

 

334,452

 

 

 

6.00%

 

 

 

473,808

 

 

8.50%

 

 

$

445,937

 

 

 

8.00%

 

Tier 1 Capital

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(to Total Assets)-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BancFirst Corporation

 

$

858,158

 

 

11.38%

 

 

$

301,620

 

 

 

4.00%

 

 

N/A

 

 

N/A

 

 

N/A

 

 

N/A

 

BancFirst

 

 

735,528

 

 

9.77%

 

 

 

301,212

 

 

 

4.00%

 

 

N/A

 

 

N/A

 

 

$

376,514

 

 

 

5.00%

 

As of March 31, 2019, the most recent notification from the Federal Reserve Bank of Kansas City and the FDIC categorized BancFirst as “well capitalized” under the regulatory framework from prompt corrective action. The Company’s trust preferred securities have continued to be included in Tier 1 capital as the Company’s total assets do not exceed $15 billion. There are no conditions or events since the most recent notifications of BancFirst’s capital category that management believes would materially change its category under capital requirements existing as of the report date.

Basel III Capital Rules

Under the Basel III Capital Rules, in order to avoid limitations on capital distributions, including dividend payments and certain discretionary bonus payments to executive officers, a banking organization must hold a capital conservation buffer composed of CET1 capital above its minimum risk-based capital requirements. The implementation of the capital conservation buffer began on January 1, 2016 at the 0.625% level and was phased in over a four-year period (increasing by that amount on each subsequent January 1, until it reached 2.5% on January 1, 2019). As of March 31, 2019, the Company and BancFirst met all capital adequacy requirements under the Basel III Capital Rules.

 

 

19


(9)

NET INCOME PER COMMON SHARE

Basic and diluted net income per common share based on weighted-average shares outstanding are calculated as follows:

 

 

 

Income

(Numerator)

 

 

Shares

(Denominator)

 

 

Per Share

Amount

 

 

 

(Dollars in thousands, except per share data)

 

Three Months Ended March 31, 2019

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

 

 

 

 

 

 

 

 

 

 

Income available to common stockholders

 

$

31,837

 

 

 

32,612,399

 

 

$

0.98

 

Dilutive effect of stock options

 

 

 

 

 

680,453

 

 

 

 

 

Diluted

 

 

 

 

 

 

 

 

 

 

 

 

Income available to common stockholders plus assumed

   exercises of stock options

 

$

31,837

 

 

 

33,292,852

 

 

$

0.96

 

Three Months Ended March 31, 2018

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

 

 

 

 

 

 

 

 

 

 

Income available to common stockholders

 

$

29,620

 

 

 

32,574,251

 

 

$

0.91

 

Dilutive effect of stock options

 

 

 

 

 

743,493

 

 

 

 

 

Diluted

 

 

 

 

 

 

 

 

 

 

 

 

Income available to common stockholders plus assumed

   exercises of stock options

 

$

29,620

 

 

 

33,317,744

 

 

$

0.89

 

The following table shows the number of options that were excluded from the computation of diluted net income per common share for each period because the options were anti-dilutive for the period:

 

 

 

Shares

 

 

Three Months Ended March 31, 2019

 

 

180,000

 

 

Three Months Ended March 31, 2018

 

 

113,278

 

 

 

 

(10)

FAIR VALUE MEASUREMENTS

Accounting standards define fair value as the price that would be received to sell an asset or the price paid to transfer a liability in the principal or most advantageous market available to the entity in an orderly transaction between market participants on the measurement date.

FASB Accounting Standards Codification (“ASC”) Topic 820 establishes a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.  The fair value hierarchy is as follows:

 

Level 1 Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

 

Level 2 Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset and liability, either directly or indirectly, for substantially the full term of the financial instrument.

 

Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. This category includes certain impaired loans, repossessed assets, other real estate owned, goodwill and other intangible assets.

Financial Assets and Financial Liabilities Measured at Fair Value on a Recurring Basis

A description of the valuation methodologies and key inputs used to measure financial assets and financial liabilities at fair value on a recurring basis, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below. These valuation methodologies were applied to the following categories of the Company’s financial assets and financial liabilities.

20


Securities Available for Sale

Securities classified as available for sale are reported at fair value. U.S. Treasuries are valued using Level 1 inputs. Other securities available for sale including U.S. federal agencies, registered mortgage backed securities and state and political subdivisions are valued using prices from an independent pricing service utilizing Level 2 data. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the bond’s terms and conditions, among other things. The Company also invests in private label mortgage backed securities for which observable information is not readily available. These securities are reported at fair value utilizing Level 3 inputs. For these securities, management determines the fair value based on replacement cost, the income approach or information provided by outside consultants or lead investors.

The Company reviews the prices for Level 1 and Level 2 securities supplied by the independent pricing service for reasonableness and to ensure such prices are aligned with traditional pricing matrices. In general, the Company does not purchase investment portfolio securities that are esoteric or that have complicated structures. The Company’s portfolio primarily consists of traditional investments including U.S. Treasury obligations, federal agency mortgage pass-through securities, general obligation municipal bonds and a small amount of municipal revenue bonds. Pricing for such instruments is fairly generic and is easily obtained. For in-state bond issues that have relatively low issue sizes and liquidity, the Company utilizes the same parameters for pricing mentioned in the preceding paragraph adjusted for the specific issue. Periodically, the Company will validate prices supplied by the independent pricing service by comparison to prices obtained from third party sources.

Derivatives

Derivatives are reported at fair value utilizing Level 2 inputs. The Company obtains dealer and market quotations to value its oil and gas swaps and options.  The Company utilizes dealer quotes and observable market data inputs to substantiate internal valuation models.

The following table summarizes financial assets and financial liabilities measured at fair value on a recurring basis as of the periods presented, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value:

 

 

 

Level 1 Inputs

 

 

Level 2 Inputs

 

 

Level 3 Inputs

 

 

Total Fair Value

 

 

 

(Dollars in thousands)

 

March 31, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities available for sale:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury

 

$

652,750

 

 

$

 

 

$

 

 

$

652,750

 

U.S. federal agencies

 

 

 

 

 

27,954

 

 

 

 

 

 

27,954

 

Mortgage-backed securities

 

 

 

 

 

2,311

 

 

 

13,401

 

 

 

15,712

 

States and political subdivisions

 

 

 

 

 

27,239

 

 

 

 

 

 

27,239

 

Derivative assets

 

 

 

 

 

51

 

 

 

 

 

 

51

 

Derivative liabilities

 

 

 

 

 

49

 

 

 

 

 

 

49

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities available for sale:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury

 

$

697,466

 

 

$

 

 

$

 

 

$

697,466

 

U.S. federal agencies

 

 

 

 

 

29,919

 

 

 

 

 

 

29,919

 

Mortgage-backed securities

 

 

 

 

 

2,465

 

 

 

13,443

 

 

 

15,908

 

States and political subdivisions

 

 

 

 

 

27,411

 

 

 

 

 

 

27,411

 

Derivative assets

 

 

 

 

 

252

 

 

 

 

 

 

252

 

Derivative liabilities

 

 

 

 

 

238

 

 

 

 

 

 

238

 

21


The changes in Level 3 assets measured at estimated fair value on a recurring basis during the periods presented were as follows:

 

 

 

Three Months Ended

March 31,

 

 

Twelve Months Ended

December 31,

 

 

 

2019

 

 

2018

 

 

 

(Dollars in thousands)

 

Balance at the beginning of the year

 

$

13,443

 

 

$

14,467

 

Settlements

 

 

(39

)

 

 

(1,037

)

Total unrealized (losses) gains

 

 

(3

)

 

 

13

 

Balance at the end of the period

 

$

13,401

 

 

$

13,443

 

The Company’s policy is to recognize transfers in and transfers out of Levels 1, 2 and 3 as of the end of the reporting period. During the three months ended March 31, 2019 and 2018, the Company did not transfer any securities between levels in the fair value hierarchy.

Financial Assets and Financial Liabilities Measured at Fair Value on a Nonrecurring Basis

Certain financial assets and financial liabilities are measured at fair value on a nonrecurring basis; that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment). These financial assets and financial liabilities are reported at fair value utilizing Level 3 inputs.

The Company invests in equity securities without readily determinable fair values and utilizes Level 3 inputs. Beginning January 1, 2018, upon adoption of ASU 2016-01, these securities are reported at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. The realized and unrealized gains and losses are reported as securities transactions in the noninterest income section of the consolidated statements of comprehensive income.

Impaired loans are reported at the fair value of the underlying collateral if repayment is dependent on liquidation of the collateral. In no case does the fair value of an impaired loan exceed the fair value of the underlying collateral. The impaired loans are adjusted to fair value through a specific allocation of the allowance for loan losses or a direct charge-down of the loan.

Repossessed assets, upon initial recognition, are measured and adjusted to fair value through a charge-off to the allowance for possible loan losses based upon the fair value of the repossessed asset.

Other real estate owned is revalued at fair value subsequent to initial recognition, with any losses recognized in net expense from other real estate owned.

The following table summarizes assets measured at fair value on a nonrecurring basis. The fair value represents end of period values, which approximate fair value measurements that occurred on various measurement dates throughout the period:

 

 

 

Total Fair Value

 

 

 

Level 3

 

 

 

(Dollars in thousands)

 

As of and for the Year-to-date Period Ended March 31, 2019

 

 

 

 

Equity securities

 

$

9,239

 

Impaired loans (less specific allowance)

 

 

36,160

 

Repossessed assets

 

 

184

 

Other real estate owned

 

 

560

 

 

 

 

 

 

As of and for the Year-to-date Period Ended December 31, 2018

 

 

 

 

Equity securities

 

$

7,521

 

Impaired loans (less specific allowance)

 

 

34,396

 

Repossessed assets

 

 

183

 

Other real estate owned

 

 

4,683

 

Estimated Fair Value of Financial Instruments

The Company is required under current authoritative accounting guidance to disclose the estimated fair value of their financial instruments that are not recorded at fair value. For the Company, as for most financial institutions, substantially all of its assets and

22


liabilities are considered financial instruments. A financial instrument is defined as cash, evidence of an ownership interest in an entity or a contract that creates a contractual obligation or right to deliver or receive cash or another financial instrument from a second entity. The following methods and assumptions were used to estimate the fair value of each class of financial instruments:

Cash and Cash Equivalents Include: Cash and Due from Banks and Interest-Bearing Deposits

The carrying amount of these short-term instruments is a reasonable estimate of fair value.

Securities Held for Investment

For securities held for investment, which are generally traded in secondary markets, fair values are based on quoted market prices or dealer quotes, if available. If a quoted market price is not available, fair value is estimated using quoted market prices for similar securities making adjustments for credit or liquidity if applicable.

Loans Held For Sale

The Company originates mortgage loans to be sold.  At the time of origination, the acquiring bank has already been determined and the terms of the loan, including interest rate, have already been set by the acquiring bank, allowing the Company to originate the loan at fair value. Mortgage loans are generally sold within 30 days of origination. Loans held for sale are valued using Level 2 inputs.  Gains or losses recognized upon the sale of the loans are determined on a specific identification basis.

Loans

To determine the fair value of loans, the Company uses an exit price calculation, which takes into account factors such as liquidity, credit and the nonperformance risk of loans. For certain homogeneous categories of loans, such as some residential mortgages, fair values are estimated using the quoted market prices for securities backed by similar loans, adjusted for differences in loan characteristics. The fair values of other types of loans are estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities.

Deposits

The fair values of transaction and savings accounts are the amounts payable on demand at the reporting date. The fair values of fixed-maturity certificates of deposit are estimated using the rates currently offered for deposits of similar remaining maturities.

Short-term Borrowings

The amounts payable on these short-term instruments are reasonable estimates of fair value.

Junior Subordinated Debentures

The fair values of junior subordinated debentures are estimated using the rates that would be charged for junior subordinated debentures of similar remaining maturities.

Loan Commitments and Letters of Credit

The fair values of commitments are estimated using the fees currently charged to enter into similar agreements, taking into account the terms of the agreements. The fair values of letters of credit are based on fees currently charged for similar agreements.

23


The estimated fair values of the Company’s financial instruments that are reported at amortized cost in the Company’s consolidated balance sheets, segregated by the level of valuation inputs within the fair value hierarchy utilized to measure fair value, are as follows:

 

 

 

March 31,

 

 

December 31,

 

 

 

2019

 

 

2018

 

 

 

Carrying

Amount

 

 

Fair Value

 

 

Carrying

Amount

 

 

Fair Value

 

 

 

(Dollars in thousands)

 

FINANCIAL ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Level 2 inputs:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

1,477,405

 

 

$

1,477,405

 

 

$

1,424,255

 

 

$

1,424,255

 

Securities held for investment

 

 

717

 

 

 

723

 

 

 

928

 

 

 

933

 

Loans held for sale

 

 

7,719

 

 

 

7,719

 

 

 

8,174

 

 

 

8,174

 

Level 3 inputs:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities held for investment

 

 

500

 

 

 

500

 

 

 

500

 

 

 

500

 

Loans, net of allowance for loan losses

 

 

4,989,587

 

 

 

4,988,322

 

 

 

4,924,587

 

 

 

4,901,159

 

FINANCIAL LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Level 2 inputs:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits

 

 

6,706,386

 

 

 

6,816,792

 

 

 

6,605,495

 

 

 

6,713,542

 

Short-term borrowings

 

 

5,200

 

 

 

5,200

 

 

 

1,675

 

 

 

1,675

 

Junior subordinated debentures

 

 

26,804

 

 

 

29,131

 

 

 

26,804

 

 

 

29,549

 

OFF-BALANCE SHEET FINANCIAL INSTRUMENTS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loan commitments

 

 

 

 

 

 

2,219

 

 

 

 

 

 

 

2,158

 

Letters of credit

 

 

 

 

 

 

410

 

 

 

 

 

 

 

421

 

Non-financial Assets and Non-financial Liabilities Measured at Fair Value

The Company has no non-financial assets or non-financial liabilities measured at fair value on a recurring basis. Certain non-financial assets and non-financial liabilities measured at fair value on a nonrecurring basis include intangible assets (excluding mortgage service rights, which are valued periodically) and other non-financial long-lived assets measured at fair value and adjusted for impairment. These items are evaluated at least annually for impairment. The overall levels of non-financial assets and non-financial liabilities measured at fair value on a nonrecurring basis were not considered to be significant to the Company at March 31, 2019 or December 31, 2018.

 

 

(11)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, 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.

24


The results of operations and selected financial information for the four business units are as follows:

 

 

 

Metropolitan

Banks

 

 

Community

Banks

 

 

Other

Financial

Services

 

 

Executive,

Operations

& Support

 

 

Eliminations

 

 

Consolidated

 

 

 

(Dollars in thousands)

 

Three Months Ended March 31, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest income

 

$

21,353

 

 

$

43,407

 

 

$

1,171

 

 

$

972

 

 

$

 

 

$

66,903

 

Noninterest income

 

 

4,209

 

 

 

14,885

 

 

 

9,873

 

 

 

35,521

 

 

 

(32,487

)

 

 

32,001

 

Income before taxes

 

 

15,369

 

 

 

28,045

 

 

 

4,499

 

 

 

25,023

 

 

 

(31,922

)

 

 

41,014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended March 31, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest income (expense)

 

$

20,304

 

 

$

41,382

 

 

$

1,475

 

 

$

(126

)

 

$

 

 

$

63,035

 

Noninterest income

 

 

3,941

 

 

 

13,953

 

 

 

9,624

 

 

 

32,194

 

 

 

(29,602

)

 

 

30,110

 

Income before taxes

 

 

14,736

 

 

 

26,348

 

 

 

5,043

 

 

 

19,915

 

 

 

(29,101

)

 

 

36,941

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31, 2019

 

$

2,763,523

 

 

$

4,995,379

 

 

$

69,430

 

 

$

912,166

 

 

$

(1,031,498

)

 

$

7,709,000

 

December 31, 2018

 

 

2,743,876

 

 

 

4,892,946

 

 

 

84,706

 

 

 

861,782

 

 

 

(1,009,052

)

 

 

7,574,258

 

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 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. Capital expenditures are generally charged to the business unit using the asset.

 

 

(12) SUBSEQUENT EVENT

 

On April 23, 2019 BancFirst Corporation entered into an agreement to acquire Pegasus Bank (“Pegasus”), for an aggregate cash purchase price of $122.0 million. Pegasus is a Texas chartered bank with three banking locations in Dallas, Texas. As of December 31, 2018, Pegasus had approximately $639.1 million in total assets, $367.4 million in loans and $595.3 million in deposits. The acquisition is expected to be completed during the third quarter of 2019 and is subject to regulatory approval. Upon acquisition, Pegasus will continue to operate as “Pegasus Bank” under a separate Texas charter and remain an independent subsidiary of BancFirst Corporation governed by its existing board of directors. BancFirst Corporation intends to provide an appropriate amount of capital or other support to increase Pegasus’ ability to approve larger loans and allow Pegasus to continue to grow their assets.

 

 

25


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

The following discussion and analysis presents factors that the Company believes are relevant to an assessment and understanding of the Company’s consolidated financial position and results of operations. This discussion and analysis should be read in conjunction with the Company’s December 31, 2018 consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 and the Company’s consolidated financial statements and the related Notes included in Item 1.

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. Examples of forward-looking statements include, but are not limited to: (i) projections of revenues, expenses, income or loss, earnings or loss per share, the payment or nonpayment of dividends, capital structure and other financial items; (ii) statements of plans, objectives and expectations, including those relating to products or services; (iii) statements of future economic performance; and (iv) statements of assumptions underlying such statements. Words such as “believes”, “anticipates”, “expects”, “intends”, “targeted”, “continue”, “remain”, “will”, “should”, “may” and other similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements.

Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from those in such statements. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to:

 

Local, regional, national and international economic conditions and the impact they may have on the Company and its customers and the Company’s assessment of that impact.

 

Changes in the mix of loan geographies, sectors and types or the level of non-performing assets and charge-offs.

 

Inflation, interest rate, crude oil price, securities market and monetary fluctuations.

 

The effect of changes in laws and regulations (including laws and regulations concerning taxes, banking, securities and insurance) with which the Company must comply.

 

Impairment of the Company’s goodwill or other intangible assets.

 

Changes in consumer spending, borrowing and savings habits.

 

Changes in the financial performance and/or condition of the Company’s borrowers.

 

Technological changes.

 

Acquisitions and integration of acquired businesses.

 

The effect of changes in accounting policies and practices, as may be adopted by the regulatory agencies, as well as the Public Company Accounting Oversight Board, the Financial Accounting Standards Board and other accounting standard setters.

 

The Company’s success at managing the risks involved in the foregoing items.

Actual results may differ materially from forward-looking statements.

26


SUMMARY

BancFirst Corporation’s net income for the first quarter of 2019 was $31.8 million, compared to $29.6 million for the first quarter of 2018. Diluted net income per common share was $0.96 and $0.89 for the first quarter of 2019 and 2018, respectively. On January 11, 2018 the Company completed the acquisitions of two Oklahoma banking corporations. Consequently, the first quarter of 2018 included one-time acquisition related expenses of approximately $2.2 million.

The Company’s net interest income for the first quarter of 2019 increased to $66.9 million, compared to $63.0 million for the first quarter of 2018. The net interest margin for the quarter was 3.85%, compared to 3.66% a year ago. The increase in margin was primarily due to the increase in the federal funds rate throughout 2018. The Company’s provision for loan losses for the first quarter of 2019 was $1.7 million, compared to $314,000 a year ago. The increase in the provision was primarily due to downgrades of a few commercial loans and loan growth during the quarter. Net charge-offs for the quarter were less than 0.01% of average loans, compared to 0.01% for the first quarter of 2018. Noninterest income for the quarter totaled $32.0 million, compared to $30.1 million last year. Noninterest expense for the quarter totaled $56.2 million, compared to $55.9 million last year. The slight increase in noninterest expenses was due to salary increases in 2019 offset by a decrease in other expenses due to nonrecurring acquisition related expenses in 2018. The Company’s effective tax rate was 22.4% compared to 19.8% for the first quarter of 2018. The lower effective tax rate for the first quarter of 2018 was due to the exercise of stock options.

At March 31, 2019, the Company’s total assets were $7.7 billion, an increase of $134.7 million from December 31, 2018. Securities of $724.9 million were down $47.3 million from December 31, 2018, due to maturing U.S. treasury securities. Loans totaled $5.1 billion, an increase of $66.1 million from December 31, 2018. Deposits totaled $6.7 billion, an increase of $100.9 million from the December 31, 2018. The Company’s total stockholders’ equity was $927.9 million, an increase of $25.1 million over December 31, 2018.

Asset quality remained strong during the first quarter of 2019. Nonperforming and restructured assets represented 0.58% of total assets at March 31, 2019 and 0.59% at December 31, 2018. The allowance to total loans was 1.05% up slightly from 1.03% at year-end 2018. The allowance to nonperforming and restructured loans was 138.10% compared to 136.29% at year-end 2018.

 

On April 23, 2019 BancFirst Corporation entered into an agreement to acquire Pegasus, for an aggregate cash purchase price of $122.0 million. Pegasus is a Texas chartered bank with three banking locations in Dallas, Texas. As of December 31, 2018, Pegasus had approximately $639.1 million in total assets, $367.4 million in loans and $595.3 million in deposits. The acquisition is expected to be completed during the third quarter of 2019 and is subject to regulatory approval. Upon acquisition, Pegasus will continue to operate as “Pegasus Bank” under a separate Texas charter and remain an independent subsidiary of BancFirst Corporation governed by its existing board of directors. BancFirst Corporation intends to provide an appropriate amount of capital or other support to increase Pegasus’ ability to approve larger loans and allow Pegasus to continue to grow their assets.

 

On August 31, 2018, BFTower, LLC, a wholly-owned subsidiary of BancFirst, purchased the Cotter Ranch Tower in Oklahoma City for the Company’s corporate headquarters for $21.0 million. Cotter Ranch Tower was subsequently renamed BancFirst Tower. BancFirst Tower consists of an aggregate of 507,000 square feet, has 36 floors and is the second tallest building in Oklahoma City. The BancFirst Tower will remain an income producing property as approximately 55% is currently leased to outside tenants. BancFirst Tower will allow the Company to consolidate operations from three locations to one and will improve operational efficiencies. Upon consolidation, the Company expects to initially occupy approximately 35% of the BancFirst Tower, resulting in approximately 90% total occupancy. Renovations on BancFirst Tower will be substantially completed by the end of 2020 and are expected to cost approximately $70 million. The renovation costs include substantial deferred maintenance including HVAC, plumbing, electrical, elevators, building skin and roof while also including much needed improvements to both the interior and exterior common areas including the lobby, underground and outdoor plaza. The Company could start depreciating certain components of the renovation as they are put into service as early as September 2019. The total purchase price and renovation costs were determined to be favorable to other alternatives, such as constructing new corporate headquarters. On December 14, 2018, BFTower LLC, purchased a 42.6% ownership interest in SPFG, LLC, which is the owner of a 1,568 space parking garage adjacent to BancFirst Tower, for $9.8 million.

 

On January 11, 2018, the Company completed the acquisitions of two Oklahoma banking corporations. First Wagoner Corporation and its subsidiary bank, First Bank & Trust Company, and First Chandler Corp. and its subsidiary bank, First Bank of Chandler, had combined total assets of approximately $378 million. The Company exchanged a combination of cash and stock for these transactions.

FUTURE APPLICATION OF ACCOUNTING STANDARDS

See Note (1) of the Notes to Consolidated Financial Statements for a discussion of recently issued accounting pronouncements.

27


SEGMENT INFORMATION

See Note (11) of the Notes to Consolidated Financial Statements for disclosures regarding business segments.

RESULTS OF OPERATIONS

Selected income statement data and other selected data for the comparable periods were as follows:

BANCFIRST CORPORATION

SELECTED CONSOLIDATED FINANCIAL DATA

(Unaudited)

(Dollars in thousands, except per share data)

 

 

 

Three Months Ended

March 31,

 

 

 

2019

 

 

2018

 

Income Statement Data

 

 

 

 

 

 

 

 

Net interest income

 

$

66,903

 

 

$

63,035

 

Provision for loan losses

 

 

1,684

 

 

 

314

 

Securities transactions

 

 

 

 

 

(14

)

Total noninterest income

 

 

32,001

 

 

 

30,110

 

Salaries and employee benefits

 

 

36,171

 

 

 

34,190

 

Total noninterest expense

 

 

56,206

 

 

 

55,890

 

Net income

 

 

31,837

 

 

 

29,620

 

Per Common Share Data

 

 

 

 

 

 

 

 

Net income – basic

 

$

0.98

 

 

$

0.91

 

Net income – diluted

 

 

0.96

 

 

 

0.89

 

Cash dividends

 

 

0.30

 

 

 

0.21

 

Performance Data

 

 

 

 

 

 

 

 

Return on average assets

 

 

1.69

%

 

 

1.60

%

Return on average stockholders’ equity

 

 

14.08

 

 

 

14.60

 

Cash dividend payout ratio

 

 

30.61

 

 

 

23.08

 

Net interest spread

 

 

3.27

 

 

 

3.34

 

Net interest margin

 

 

3.85

 

 

 

3.66

 

Efficiency ratio

 

 

56.83

 

 

 

60.00

 

Net charge-offs to average loans

 

 

0.00

 

 

 

0.01

 

Net Interest Income

For the three months ended March 31, 2019, net interest income, which is the Company’s principal source of operating revenue, increased $3.9 million compared to the three months ended March 31, 2018. Net interest margin is the ratio of taxable-equivalent net interest income to average earning assets for the period. The Company’s net interest margin for the first quarter of 2019 compared to the first quarter of 2018 increased primarily due to the increases in the federal funds rate throughout 2018.

Provision for Loan Losses

The Company’s provision for loan losses for the first quarter of 2019 was $1.7 million compared to $314,000 a year ago. The increase in the provision was primarily due to downgrades of a few commercial loans and loan growth during the quarter. The Company establishes an allowance as an estimate of the probable inherent losses in the loan portfolio at the balance sheet date.  Management believes the allowance for loan losses is appropriate based upon management’s best estimate of probable losses that have been incurred within the existing loan portfolio. Should any of the factors considered by management in evaluating the appropriate level of the allowance for loan losses change, the Company’s estimate of probable loan losses could also change, which could affect the amount of future provisions for loan losses. Net loan charge-offs were $158,000 for the first quarter of 2019, compared to $430,000 for the first quarter of 2018. The rate of net charge-offs to average total loans, as presented in the preceding table, continues to be at a very low level.

Noninterest Income

Noninterest income, as presented in the preceding table, increased slightly by $1.9 million for first quarter of 2019 compared to first quarter of 2018. Noninterest income included increases in debit card usage fees and non-sufficient funds fees. The Company had fees from debit card usage totaling $7.7 million and $6.8 million during the three month periods ended March 31, 2019 and 2018, respectively. This represents 24.2% and 22.7% of the Company’s noninterest income for the three month periods ended March 31,

28


2019 and 2018, respectively. In addition, the Company has non-sufficient funds fees totaling $7.6 million and $7.2 million for the three month periods ended March 31, 2019 and 2018, respectively. This represents 23.8% and 24.0% of the Company’s noninterest income for the three month periods ended March 31, 2019 and 2018, respectively.

The Durbin Amendment is a provision in the larger Dodd-Frank Act that gave the Federal Reserve the authority to establish rates on debit card transactions. The Durbin Amendment aims to control debit card interchange fees and restrict anti-competitive practices. The law applies to banks with over $10 billion in assets and limits these banks on what they charge for debit card interchange fees. If the Company grows to exceed $10 billion in assets, the Durbin Amendment will decrease the Company’s income from debit card usage fees by approximately $15 million annually based on current volume.

Noninterest Expense

For the three months ended March 31, 2019, noninterest expense totaled $56.2 million, compared to $55.9 million for the three months ended March 31, 2018. The slight increase in noninterest expense was due to salary increases in 2019 offset by a decrease in other expense due to nonrecurring acquisition related expenses of approximately $2.2 million in 2018.

Income Taxes

The Company’s effective tax rate on income before taxes was 22.4% for the first quarter of 2019, compared to 19.8% for the first quarter of 2018. The lower effective tax rate for the first quarter of 2018 was due to the exercise of stock options.

 

FINANCIAL POSITION

BANCFIRST CORPORATION

SELECTED CONSOLIDATED FINANCIAL DATA

(Dollars in thousands, except per share data)

 

 

 

March 31,

 

 

December 31,

 

 

 

2019

 

 

2018

 

 

 

(unaudited)

 

 

 

 

 

Balance Sheet Data

 

 

 

 

 

 

 

 

Total assets

 

$

7,709,000

 

 

$

7,574,258

 

Total loans (net of unearned interest)

 

 

5,050,221

 

 

 

4,984,150

 

Allowance for loan losses

 

 

52,915

 

 

 

51,389

 

Debt securities

 

 

724,872

 

 

 

772,132

 

Deposits

 

 

6,706,386

 

 

 

6,605,495

 

Stockholders' equity

 

 

927,927

 

 

 

902,789

 

Book value per share

 

 

28.45

 

 

 

27.69

 

Tangible book value per share (non-GAAP)(1)

 

 

25.52

 

 

 

24.74

 

Average loans to deposits (year-to-date)

 

 

75.34

%

 

 

74.63

%

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

 

 

92.42

 

 

 

92.90

 

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

 

 

12.01

 

 

 

11.37

 

Asset Quality Ratios

 

 

 

 

 

 

 

 

Nonperforming and restructured loans to total loans

 

 

0.76

%

 

 

0.76

%

Nonperforming and restructured assets to total assets

 

 

0.58

 

 

 

0.59

 

Allowance for loan losses to total loans

 

 

1.05

 

 

 

1.03

 

Allowance for loan losses to nonperforming and restructured loans

 

 

138.10

 

 

 

136.29

 

Reconciliation of Tangible Book Value per Common Share (non-GAAP)(2)

 

 

 

 

 

 

 

 

Stockholders' equity

 

$

927,927

 

 

$

902,789

 

Less goodwill

 

 

79,796

 

 

 

79,749

 

Less intangible assets, net

 

 

15,701

 

 

 

16,470

 

Tangible stockholders' equity (non-GAAP)

 

$

832,430

 

 

$

806,570

 

Common shares outstanding

 

 

32,617,788

 

 

 

32,603,926

 

Tangible book value per share (non-GAAP)

 

$

25.52

 

 

$

24.74

 

 

(1)

Refer to the “Reconciliation of Tangible Book Value per Common Share (non-GAAP)” Table

 

(2)

Tangible book value per common share is stockholders’ equity less goodwill and intangible assets, net, divided by common shares outstanding. This amount is a non-GAAP financial measure but has been included as it is considered to be a critical metric with which to analyze and evaluate the financial condition and capital strength of the Company. This measure should not be considered a substitute for operating results determined in accordance with GAAP.

Cash and Interest-Bearing Deposits with Banks

The aggregate of cash and due from banks and interest-bearing deposits with banks increased slightly by $53.2 million or 3.7% to $1.5 billion, from December 31, 2018 to March 31, 2019.

29


Securities

At March 31, 2019, total debt securities decreased $47.3 million, or 6.1% compared to December 31, 2018, due to maturing U.S. treasury securities. The size of the Company’s securities portfolio is determined by the Company’s liquidity and asset/liability management. The net unrealized gain on securities available for sale, before taxes, was $538,000 at March 31, 2019, compared to a net unrealized loss of $2.9 million at December 31, 2018. These unrealized gains and losses are included in the Company’s stockholders’ equity as accumulated other comprehensive income, net of income tax, in the amounts of a gain of $401,000 at March 31, 2019 and a loss of $2.1 million at December 31, 2018.

Loans (Including Acquired Loans)

At March 31, 2019, loans totaled $5.1 billion, an increase of $66.1 million from December 31, 2018. The slight increase in loans was due to internal growth.

Allowance for Loan Losses/Fair Value Adjustments on Acquired Loans

At March 31, 2019, the allowance for loan losses to total loans represented 1.05% of total loans, compared to 1.03% at December 31, 2018.  

The fair value adjustment on acquired loans consists of an interest rate component to adjust the effective rates on the loans to market rates and a credit component to adjust for estimated credit exposures in the acquired loans. The interest rate component was $2.1 million at March 31, 2019 and $2.2 million at December 31, 2018. The credit component of the adjustment was $7.0 million at March 31, 2019 and $7.6 million at December 31, 2018 while the acquired loans outstanding were $242.6 million and $294.6 million, respectively.

Nonperforming and Restructured Assets

Nonperforming and restructured assets totaled $44.7 million at March 31, 2019, compared to $44.6 million at December 31, 2018. The Company’s level of nonperforming and restructured assets has continued to be relatively low.

Nonaccrual loans totaled $21.6 million at March 31, 2019, compared to $22.6 million at the end of 2018. The Company’s nonaccrual loans are primarily commercial and real estate loans. Nonaccrual loans negatively impact the Company’s net interest margin. A loan is placed on nonaccrual status when, in the opinion of management, the future collectability of interest or principal or both is in serious doubt. Interest income is recognized on certain of these loans on a cash basis if the full collection of the remaining principal balance is reasonably expected. Otherwise, interest income is not recognized until the principal balance is fully collected. Had nonaccrual loans performed in accordance with their original contractual terms, the Company would have recognized additional interest income of approximately $544,000 for the first quarter of 2019 and $542,000 for the first quarter of 2018.  Only a small amount of this interest is expected to be ultimately collected.

Restructured loans totaled $14.6 million at March 31, 2019, compared to $13.2 million at the end of 2018. The increase in restructured loans was due primarily to a few commercial loans identified as troubled debt restructurings during the quarter. The Company charges interest on principal balances outstanding during deferral periods. As a result, the current and future financial effects of the recorded balance of loans considered to be troubled debt restructurings whose terms were modified during the period were not considered to be material.

Other real estate owned and repossessed assets totaled $6.4 million at March 31, 2019, compared to $6.9 million at December 31, 2018.

Potential problem loans are performing loans to borrowers with a weakened financial condition, or which are experiencing unfavorable trends in their financial condition, which causes management to have concerns as to the ability of such borrowers to comply with the existing repayment terms. The Company had approximately $16.8 million of these loans at March 31, 2019, compared to $8.0 million at December 31, 2018. Potential problem loans are not included in nonperforming and restructured loans.  In general, these loans are adequately collateralized and have no specific identifiable probable loss. Loans which are considered to have identifiable probable loss potential are placed on nonaccrual status, are allocated a specific allowance for loss or are directly charged-down, and are reported as nonperforming.

Liquidity and Funding

Deposits

At March 31, 2019, deposits totaled $6.7 billion, an increase of $100.9 million or 1.5% from the December 31, 2018 total. The Company’s core deposits provide it with a stable, low-cost funding source. The Company’s core deposits as a percentage of total

30


deposits were 98.1% at both March 31, 2019 and December 31, 2018.  Noninterest-bearing deposits to total deposits were 39.7% at March 31, 2019, compared to 39.6% at December 31, 2018.

Short-Term Borrowings

Short-term borrowings, consisting primarily of federal funds purchased and repurchase agreements are another source of funds for the Company. The level of these borrowings is determined by various factors, including customer demand and the Company’s ability to earn a favorable spread on the funds obtained. Short-term borrowings were $5.2 million at March 31, 2019, compared to $1.7 million at December 31, 2018.

Long-Term Borrowings

The Company has a line of credit from the Federal Home Loan Bank (“FHLB”) of Topeka, Kansas to use for liquidity or to match-fund certain long-term fixed-rate loans. The Company’s assets, including residential first mortgages of $785.3 million, are pledged as collateral for the borrowings under the line of credit. As of March 31, 2019 and December 31, 2018, the Company had no advances outstanding under the line of credit from FHLB. In addition, the Company has a revolving line of credit with another financial institution with the ability to draw up to $10.0 million with no advances outstanding. This line of credit has a variable rate based on prime rate minus 25 basis points and matures in 2020.

There have not been any other material changes from the liquidity and funding discussion included in Management’s Discussion and Analysis in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.

Capital Resources

Stockholders’ equity totaled $927.9 million at March 31, 2019, compared to $902.8 million at December 31, 2018. In addition to net income of $31.8 million, other changes in stockholders’ equity during the three months ended March 31, 2019 included $326,000 related to common stock issuances, $174,000 related to stock-based compensation and a $2.5 million increase in other comprehensive income, that were partially offset by $9.7 million in dividends. The Company’s leverage ratio and total risk-based capital ratios at March 31, 2019, were well in excess of the regulatory requirements.

See Note (8) of the Notes to Consolidated Financial Statements for a discussion of capital ratio requirements.

CONTRACTUAL OBLIGATIONS

There have not been any material changes in the resources required for scheduled repayments of contractual obligations from the table of Contractual Cash Obligations included in Management’s Discussion and Analysis which was included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018. 

31


BANCFIRST CORPORATION

CONSOLIDATED AVERAGE BALANCE SHEETS AND INTEREST MARGIN ANALYSIS

(Unaudited)

Taxable Equivalent Basis (Dollars in thousands)

 

 

 

Three Months Ended March 31,

 

 

 

2019

 

 

2018

 

 

 

 

 

 

 

Interest

 

 

Average

 

 

 

 

 

 

Interest

 

 

Average

 

 

 

Average

 

 

Income/

 

 

Yield/

 

 

Average

 

 

Income/

 

 

Yield/

 

 

 

Balance

 

 

Expense

 

 

Rate

 

 

Balance

 

 

Expense

 

 

Rate

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans (1)

 

$

5,013,308

 

 

$

68,874

 

 

 

5.57

%

 

$

4,993,902

 

 

$

63,055

 

 

 

5.12

%

Securities – taxable

 

 

749,521

 

 

 

4,335

 

 

 

2.35

 

 

 

438,848

 

 

 

1,898

 

 

 

1.75

 

Securities – tax exempt

 

 

21,492

 

 

 

159

 

 

 

3.00

 

 

 

29,444

 

 

 

216

 

 

 

2.98

 

Federal funds sold and interest-bearing deposits with banks

 

 

1,273,051

 

 

 

7,750

 

 

 

2.47

 

 

 

1,536,973

 

 

 

5,886

 

 

 

1.55

 

Total earning assets

 

 

7,057,372

 

 

 

81,118

 

 

 

4.66

 

 

 

6,999,167

 

 

 

71,055

 

 

 

4.12

 

Nonearning assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and due from banks

 

 

180,142

 

 

 

 

 

 

 

 

 

 

 

185,548

 

 

 

 

 

 

 

 

 

Interest receivable and other assets

 

 

450,340

 

 

 

 

 

 

 

 

 

 

 

382,536

 

 

 

 

 

 

 

 

 

Allowance for loan losses

 

 

(51,976

)

 

 

 

 

 

 

 

 

 

 

(52,479

)

 

 

 

 

 

 

 

 

Total nonearning assets

 

 

578,506

 

 

 

 

 

 

 

 

 

 

 

515,605

 

 

 

 

 

 

 

 

 

Total assets

 

$

7,635,878

 

 

 

 

 

 

 

 

 

 

$

7,514,772

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Transaction deposits

 

$

753,751

 

 

$

662

 

 

 

0.36

%

 

$

809,827

 

 

$

394

 

 

 

0.20

%

Savings deposits

 

 

2,625,768

 

 

 

10,301

 

 

 

1.59

 

 

 

2,451,433

 

 

 

5,106

 

 

 

0.84

 

Time deposits

 

 

694,663

 

 

 

2,574

 

 

 

1.50

 

 

 

777,811

 

 

 

1,769

 

 

 

0.92

 

Short-term borrowings

 

 

2,038

 

 

 

10

 

 

 

1.96

 

 

 

7,996

 

 

 

35

 

 

 

1.79

 

Junior subordinated debentures

 

 

26,804

 

 

 

491

 

 

 

7.43

 

 

 

31,959

 

 

 

535

 

 

 

6.79

 

Total interest-bearing liabilities

 

 

4,103,024

 

 

 

14,038

 

 

 

1.39

 

 

 

4,079,026

 

 

 

7,839

 

 

 

0.78

 

Interest-free funds:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Noninterest-bearing deposits

 

 

2,580,316

 

 

 

 

 

 

 

 

 

 

 

2,582,195

 

 

 

 

 

 

 

 

 

Interest payable and other liabilities

 

 

35,544

 

 

 

 

 

 

 

 

 

 

 

30,683

 

 

 

 

 

 

 

 

 

Stockholders’ equity

 

 

916,994

 

 

 

 

 

 

 

 

 

 

 

822,868

 

 

 

 

 

 

 

 

 

Total interest free funds

 

 

3,532,854

 

 

 

 

 

 

 

 

 

 

 

3,435,746

 

 

 

 

 

 

 

 

 

Total liabilities and stockholders’ equity

 

$

7,635,878

 

 

 

 

 

 

 

 

 

 

$

7,514,772

 

 

 

 

 

 

 

 

 

Net interest income

 

 

 

 

 

$

67,080

 

 

 

 

 

 

 

 

 

 

$

63,216

 

 

 

 

 

Net interest spread

 

 

 

 

 

 

 

 

 

 

3.27

%

 

 

 

 

 

 

 

 

 

 

3.34

%

Effect of interest free funds

 

 

 

 

 

 

 

 

 

 

0.58

%

 

 

 

 

 

 

 

 

 

 

0.32

%

Net interest margin

 

 

 

 

 

 

 

 

 

 

3.85

%

 

 

 

 

 

 

 

 

 

 

3.66

%

 

(1)

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


32


 

 

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, 2018, the date of its most recent annual report to stockholders.

 

Item 4. Controls and Procedures.

The Company’s Chief Executive Officer, Chief Financial Officer and its Disclosure Committee, which includes the Company’s Executive Chairman, Chief Risk Officer, Chief Internal Auditor, Chief Asset Quality Officer, Controller, General Counsel and Vice President of Corporate Finance, 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.

No changes were made to the Company’s internal control over financial reporting during the period covered by this report that materially affected, or are likely to materially affect, the Company’s internal control over financial reporting.

33


PART II – OTHER INFORMATION

 

 

Item 1. Legal Proceedings.

The Company has been named as a defendant in various legal actions arising from the conduct of its normal business activities. Although the amount of any liability that could arise with respect to these actions cannot be accurately predicted, in the opinion of the Company, any such liability will not have a material adverse effect on the consolidated financial statements of the Company.

 

 

Item 1A. Risk Factors.

Except as set forth below, as of March 31, 2019, there have been no material changes from the risk factors previously disclosed in Part I, Item 1A, of the Company’s Annual Report on Form 10-K for the year ended December 31, 2018:

The Company’s noninterest income may be reduced

The Durbin Amendment is a provision in the larger Dodd-Frank Act that gave the Federal Reserve the authority to establish rates on debit card transactions. The Durbin Amendment aims to control debit card interchange fees and restrict anti-competitive practices. The law applies to banks with over $10 billion in assets and limits these banks on what they charge for debit card interchange fees. If the Company grows to exceed $10 billion in assets, the Durbin Amendment will decrease the Company’s income from debit card usage fees by approximately $15 million annually based on current volume.

 

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

 

 

Item 3. Defaults Upon Senior Securities.

None.

 

 

Item 4. Mine Safety Disclosures.

None.

 

 

Item 5. Other Information.

None.

34


Item 6. Exhibits.

 

Exhibit
Number

 

Exhibit

 

 

 

 

 

 

2.1

 

Share Exchange Agreement by and between BancFirst Corporation and Pegasus Bank dated April 23, 2019 (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K/A dated April 25, 2019 and incorporated herein by reference).

 

3.1

 

Amended and Restated By-Laws of BancFirst Corporation (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K dated March 30, 2015 and incorporated herein by reference).

 

 

 

   3.2

 

Certificate of Amendment of the Third Amended and Restated Certificate of Incorporation of BancFirst Corporation dated May 31, 2017 (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K dated May 31, 2017 and incorporated herein by reference).

 

 

 

4.1

 

Instruments defining the rights of securities holders (see Exhibits 3.1 and 3.2 above).

 

 

 

4.2

 

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 Form S-3/A, File No. 333-112488 dated February 23, 2004, and incorporated herein by reference).

 

 

 

4.3

 

Form of 7.20% Cumulative Trust Preferred Security Certificate for BFC Capital Trust II (filed as Exhibit D to Exhibit 4.5 to the Company’s registration statement on Form S-3/A, File No. 333-112488 dated February 23, 2004, and incorporated herein by reference).

 

 

 

4.4

 

Form of Indenture 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 dated February 4, 2004, and incorporated herein by reference).

 

 

 

4.5

 

Form of Certificate of 7.20% Junior Subordinated Deferrable Interest Debenture of BancFirst Corporation (filed as Exhibit 4.2 to the Company’s registration statement on Form S-3, File No. 333-112488 dated February 4, 2004, and incorporated herein by reference).

 

 

 

4.6

 

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/A, File No. 333-112488 dated February 23, 2004, and incorporated herein by reference).

 

 

 

4.7

 

Form of Guarantee Agreement by and between CSB Bancshares, Inc. and Wilmington Trust Company (filed as Exhibit 4.7 to the Company’s Quarterly Report on Form 10-Q for the Quarter ended September 30, 2015 and incorporated herein by reference).

 

 

 

4.8

 

Form of Indenture relating to the Floating Rate Junior Subordinated Deferrable Interest Debentures of CSB Bancshares, Inc., issued to Wilmington Trust Company (filed as Exhibit 4.8 to the Company’s Quarterly Report on Form 10-Q for the Quarter ended September 30, 2015 and incorporated herein by reference).

 

 

 

4.9

 

Form of First Supplemental Indenture relating to the Floating Rate Junior Subordinated Deferrable Interest Debentures by and between Wilmington Trust Company and BancFirst Corporation (filed as Exhibit 4.9 to the Company’s Quarterly Report on Form 10-Q for the Quarter ended September 30, 2015 and incorporated herein by reference).

 

 

 

10.1

 

BancFirst Corporation Employee Stock Ownership and Trust Agreement adopted effective January 1, 2015 (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the Quarter Ended March 31, 2015 and incorporated herein by reference).

 

10.2

 

Amendment Number One to the BancFirst Corporation Employee Stock Ownership Plan (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated February 26, 2018 and incorporated herein by reference).

 

 

 

 

10.3

 

Fifth Amended and Restated BancFirst Corporation Directors’ Stock Option Plan (filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the Quarter Ended June 30, 2016 and incorporated herein by reference).

 

 

 

10.4

 

Fifth Amended and Restated BancFirst Corporation Directors’ Deferred Stock Compensation Plan (filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the Quarter Ended June 30, 2016 and incorporated herein by reference).

 

 

 

35


Exhibit
Number

 

Exhibit

10.5

 

Fourteenth Amended and Restated BancFirst Corporation Stock Option Plan (filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the Quarter Ended June 30, 2016 and incorporated herein by reference).

 

10.6

 

Adoption Agreement for the BancFirst Corporation Thrift Plan adopted April 21, 2016 effective January 1, 2016. (filed as Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the Quarter Ended March 31, 2016 and incorporated herein by reference).

 

10.7

 

Amendment Number One to the BancFirst Corporation Thrift Plan. (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K dated February 26, 2018 and incorporated herein by reference).

 

10.8

 

Purchase and Sale Agreement and Escrow Instructions by and between Cotter Tower – Oklahoma L.P. and BancFirst Corporation. (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated September 5, 2018 and incorporated herein by reference).

 

10.9

 

First Amendment to Purchase and Sale Agreement and Escrow Instructions by and between Cotter Tower – Oklahoma L.P. and BancFirst Corporation. (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K dated September 5, 2018 and incorporated herein by reference).

 

31.1*

 

Chief Executive Officer’s Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a).

 

 

 

31.2*

 

Chief Financial Officer’s Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a).

 

 

 

32*

 

CEO’s & CFO’s Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

101.INS*

 

XBRL Instance Document

 

 

 

101.SCH*

 

XBRL Taxonomy Extension Schema

 

 

 

101.CAL*

 

XBRL Taxonomy Extension Calculation Linkbase

 

 

 

101.DEF*

 

XBRL Taxonomy Extension Definition Linkbase

 

 

 

101.LAB*

 

XBRL Taxonomy Extension Label Linkbase

 

 

 

101.PRE*

 

XBRL Taxonomy Extension Presentation Linkbase

 

*

Filed herewith.

 

 

36


SIGNATURES

Pursuant to the requirements of the Securities 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 3, 2019

 

/s/ David Harlow

 

 

David Harlow

 

 

President

 

 

Chief Executive Officer

 

 

(Principal Executive Officer)

 

 

 

Date:  May 3, 2019

 

/s/ Kevin Lawrence

 

 

Kevin Lawrence

 

 

Executive Vice President

 

 

Chief Financial Officer

 

 

(Principal Financial Officer)

 

 

37