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BANCFIRST CORP /OK/ - Quarter Report: 2023 September (Form 10-Q)

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 September 30, 2023

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.)

100 N. Broadway Ave., Oklahoma City, Oklahoma

 

73102-8405

(Address of principal executive offices)

 

(Zip Code)

(405) 270-1086

(Registrant’s telephone number, including area code)

 

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

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

As of October 31, 2023 there were 32,921,393 shares of the registrant’s Common Stock outstanding.

 

 


 

BancFirst Corporation

Quarterly Report on Form 10-Q

September 30, 2023

 

Table of Contents

 

Item

PART I – Financial Information

Page

1.

Financial Statements (Unaudited)

2

 

Consolidated Balance Sheets

2

 

Consolidated Statements of Comprehensive Income

3

 

Consolidated Statements of Shareholders’ Equity

4

 

 

Consolidated Statements of Cash Flow

 

5

 

 

 

 

 

Notes to Consolidated Financial Statements

 

6

 

2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

30

3.

Quantitative and Qualitative Disclosure About Market Risk

40

4.

Controls and Procedures

40

 

 

 

 

PART II – Other Information

 

1.

Legal Proceedings

41

1A.

Risk Factors

41

2.

Unregistered Sales of Equity Securities

41

3.

Defaults Upon Senior Securities

41

4.

Mine Safety Disclosures

41

5.

Other Information

41

6.

Exhibits

42

Signatures

43

 

 


 

PART I – FINANCIAL INFORMATION

 

 

Item 1. Financial Statements.

BANCFIRST CORPORATION

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

 

 

September 30,

 

 

December 31,

 

 

 

2023

 

 

2022

 

 

 

(unaudited)

 

 

(see Note 1)

 

ASSETS

 

 

 

 

 

 

Cash and due from banks

 

$

202,680

 

 

$

259,049

 

Interest-bearing deposits with banks

 

 

2,134,081

 

 

 

2,909,861

 

Federal funds sold

 

 

6,875

 

 

 

2,850

 

Debt securities held for investment (fair value: $1,192 and $2,383, respectively)

 

 

1,192

 

 

 

2,383

 

Debt securities available for sale at fair value

 

 

1,524,256

 

 

 

1,538,221

 

Loans held for sale

 

 

3,852

 

 

 

6,232

 

  Loans held for investment (net of unearned interest)

 

 

7,472,622

 

 

 

6,943,563

 

  Allowance for credit losses

 

 

(97,776

)

 

 

(92,728

)

Loans, net of allowance for credit losses

 

 

7,374,846

 

 

 

6,850,835

 

Premises and equipment, net

 

 

279,607

 

 

 

278,088

 

Other real estate owned

 

 

42,390

 

 

 

36,756

 

Intangible assets, net

 

 

17,591

 

 

 

19,983

 

Goodwill

 

 

182,263

 

 

 

182,055

 

Accrued interest receivable and other assets

 

 

344,969

 

 

 

301,550

 

Total assets

 

$

12,114,602

 

 

$

12,387,863

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

Deposits:

 

 

 

 

 

 

Noninterest-bearing

 

$

4,170,550

 

 

$

4,944,730

 

Interest-bearing

 

 

6,363,621

 

 

 

6,029,498

 

Total deposits

 

 

10,534,171

 

 

 

10,974,228

 

Short-term borrowings

 

 

3,976

 

 

 

300

 

Accrued interest payable and other liabilities

 

 

119,785

 

 

 

76,455

 

Subordinated debt

 

 

86,086

 

 

 

86,044

 

Total liabilities

 

 

10,744,018

 

 

 

11,137,027

 

 

 

 

 

 

 

 

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:
32,921,393 and 32,875,560, respectively

 

 

32,921

 

 

 

32,876

 

  Capital surplus

 

 

173,308

 

 

 

169,231

 

  Retained earnings

 

 

1,241,532

 

 

 

1,120,292

 

  Accumulated other comprehensive loss, net of tax benefit of $23,872
      and $
22,107, respectively

 

 

(77,177

)

 

 

(71,563

)

Total stockholders' equity

 

 

1,370,584

 

 

 

1,250,836

 

Total liabilities and stockholders' equity

 

$

12,114,602

 

 

$

12,387,863

 

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

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

INTEREST INCOME

 

 

 

 

 

 

 

 

 

 

 

 

Loans, including fees

 

$

121,891

 

 

$

87,078

 

 

$

340,899

 

 

$

238,758

 

Debt securities:

 

 

 

 

 

 

 

 

 

 

 

 

Taxable

 

 

9,260

 

 

 

6,793

 

 

 

27,659

 

 

 

15,716

 

Tax-exempt

 

 

22

 

 

 

22

 

 

 

52

 

 

 

71

 

Federal funds sold

 

 

63

 

 

 

24

 

 

 

176

 

 

 

30

 

Interest-bearing deposits with banks

 

 

28,989

 

 

 

20,095

 

 

 

87,703

 

 

 

29,452

 

Total interest income

 

 

160,225

 

 

 

114,012

 

 

 

456,489

 

 

 

284,027

 

INTEREST EXPENSE

 

 

 

 

 

 

 

 

 

 

 

 

Deposits

 

 

54,838

 

 

 

11,999

 

 

 

133,747

 

 

 

17,566

 

Short-term borrowings

 

 

49

 

 

 

36

 

 

 

261

 

 

 

49

 

Subordinated debt

 

 

1,030

 

 

 

1,030

 

 

 

3,091

 

 

 

3,091

 

Total interest expense

 

 

55,917

 

 

 

13,065

 

 

 

137,099

 

 

 

20,706

 

Net interest income

 

 

104,308

 

 

 

100,947

 

 

 

319,390

 

 

 

263,321

 

Provision for credit losses

 

 

2,312

 

 

 

2,863

 

 

 

7,458

 

 

 

6,300

 

Net interest income after provision for credit losses

 

 

101,996

 

 

 

98,084

 

 

 

311,932

 

 

 

257,021

 

NONINTEREST INCOME

 

 

 

 

 

 

 

 

 

 

 

 

Trust revenue

 

 

4,866

 

 

 

4,125

 

 

 

13,678

 

 

 

11,580

 

Service charges on deposits

 

 

17,027

 

 

 

22,161

 

 

 

60,526

 

 

 

65,154

 

Securities transactions (includes accumulated other comprehensive loss reclassifications of $0, $0, $0 and $1,536, respectively)

 

 

(361

)

 

 

966

 

 

 

(464

)

 

 

(2,949

)

Income from sales of loans

 

 

734

 

 

 

969

 

 

 

2,095

 

 

 

3,891

 

Insurance commissions

 

 

8,429

 

 

 

7,498

 

 

 

23,395

 

 

 

20,227

 

Cash management

 

 

8,177

 

 

 

5,624

 

 

 

22,838

 

 

 

13,202

 

Gain on sale of other assets

 

 

464

 

 

 

53

 

 

 

1,258

 

 

 

216

 

Other

 

 

5,113

 

 

 

7,935

 

 

 

16,925

 

 

 

24,258

 

Total noninterest income

 

 

44,449

 

 

 

49,331

 

 

 

140,251

 

 

 

135,579

 

NONINTEREST EXPENSE

 

 

 

 

 

 

 

 

 

 

 

 

Salaries and employee benefits

 

 

50,200

 

 

 

47,741

 

 

 

149,255

 

 

 

136,957

 

Occupancy, net

 

 

5,487

 

 

 

4,930

 

 

 

15,588

 

 

 

14,067

 

Depreciation

 

 

4,685

 

 

 

4,612

 

 

 

14,097

 

 

 

14,034

 

Amortization of intangible assets

 

 

885

 

 

 

880

 

 

 

2,645

 

 

 

2,568

 

Data processing services

 

 

1,820

 

 

 

1,876

 

 

 

6,144

 

 

 

5,656

 

Net expense from other real estate owned

 

 

2,720

 

 

 

2,392

 

 

 

8,068

 

 

 

3,676

 

Marketing and business promotion

 

 

2,034

 

 

 

1,945

 

 

 

6,461

 

 

 

5,609

 

Deposit insurance

 

 

1,419

 

 

 

1,202

 

 

 

4,495

 

 

 

3,526

 

Other

 

 

11,965

 

 

 

13,500

 

 

 

35,889

 

 

 

39,214

 

Total noninterest expense

 

 

81,215

 

 

 

79,078

 

 

 

242,642

 

 

 

225,307

 

Income before taxes

 

 

65,230

 

 

 

68,337

 

 

 

209,541

 

 

 

167,293

 

Income tax expense

 

 

14,242

 

 

 

12,985

 

 

 

46,010

 

 

 

31,319

 

Net income

 

$

50,988

 

 

$

55,352

 

 

$

163,531

 

 

$

135,974

 

NET INCOME PER COMMON SHARE

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

1.55

 

 

$

1.69

 

 

$

4.97

 

 

$

4.15

 

Diluted

 

$

1.52

 

 

$

1.65

 

 

$

4.88

 

 

$

4.07

 

OTHER COMPREHENSIVE (LOSS)/GAIN

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized loss on debt securities, net of tax benefit of $1,919, $11,033, $1,765 and $26,492, respectively

 

 

(6,172

)

 

 

(35,752

)

 

 

(5,614

)

 

 

(85,557

)

Reclassification adjustment for loss included in net income, net of tax expense of $0, $0, $0 and $369, respectively

 

 

 

 

 

 

 

 

 

 

 

1,167

 

Other comprehensive loss, net of tax benefit of $1,919, $11,033, $1,765 and $26,123, respectively

 

 

(6,172

)

 

 

(35,752

)

 

 

(5,614

)

 

 

(84,390

)

Comprehensive income

 

$

44,816

 

 

$

19,600

 

 

$

157,917

 

 

$

51,584

 

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

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

COMMON STOCK

 

 

 

 

 

 

 

 

 

 

 

 

Issued at beginning of period

 

$

32,939

 

 

$

32,781

 

 

$

32,876

 

 

$

32,603

 

Shares issued for stock options

 

 

3

 

 

 

75

 

 

 

66

 

 

 

253

 

Shares acquired and canceled

 

 

(21

)

 

 

 

 

 

(21

)

 

 

 

Issued at end of period

 

$

32,921

 

 

$

32,856

 

 

$

32,921

 

 

$

32,856

 

CAPITAL SURPLUS

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of period

 

$

172,358

 

 

$

165,295

 

 

$

169,231

 

 

$

159,914

 

Common stock issued for stock options

 

 

86

 

 

 

2,295

 

 

 

2,000

 

 

 

6,758

 

Stock-based compensation arrangements

 

 

864

 

 

 

627

 

 

 

2,077

 

 

 

1,545

 

Balance at end of period

 

$

173,308

 

 

$

168,217

 

 

$

173,308

 

 

$

168,217

 

RETAINED EARNINGS

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of period

 

$

1,206,499

 

 

$

1,034,107

 

 

$

1,120,292

 

 

$

977,067

 

Net income

 

 

50,988

 

 

 

55,352

 

 

 

163,531

 

 

 

135,974

 

Dividends on common stock ($0.43, $0.40, $1.23 and $1.12  per share, respectively)

 

 

(14,156

)

 

 

(13,143

)

 

 

(40,492

)

 

 

(36,725

)

Common stock acquired and canceled

 

 

(1,799

)

 

 

 

 

 

(1,799

)

 

 

 

Balance at end of period

 

$

1,241,532

 

 

$

1,076,316

 

 

$

1,241,532

 

 

$

1,076,316

 

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized (losses)/gains on securities:

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of period

 

$

(71,005

)

 

$

(46,488

)

 

$

(71,563

)

 

$

2,150

 

Net change

 

 

(6,172

)

 

 

(35,752

)

 

 

(5,614

)

 

 

(84,390

)

Balance at end of period

 

$

(77,177

)

 

$

(82,240

)

 

$

(77,177

)

 

$

(82,240

)

Total stockholders’ equity

 

$

1,370,584

 

 

$

1,195,149

 

 

$

1,370,584

 

 

$

1,195,149

 

 

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

4


 

BANCFIRST CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOW

(Unaudited)

(Dollars in thousands)

 

 

Nine Months Ended

 

 

 

September 30,

 

 

 

2023

 

 

2022

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

Net income

 

$

163,531

 

 

$

135,974

 

Adjustments to reconcile to net cash provided by operating activities:

 

 

 

 

 

 

Provision for credit losses

 

 

7,458

 

 

 

6,300

 

Depreciation and amortization

 

 

16,742

 

 

 

16,602

 

Net amortization of securities premiums and discounts

 

 

(883

)

 

 

3,002

 

Realized securities losses

 

 

464

 

 

 

2,949

 

Gain on sales of loans

 

 

(2,095

)

 

 

(3,891

)

Cash receipts from the sale of loans originated for sale

 

 

118,786

 

 

 

207,972

 

Cash disbursements for loans originated for sale

 

 

(114,312

)

 

 

(184,129

)

Deferred income tax benefit

 

 

(2,038

)

 

 

(2,940

)

Gain on sale of other assets

 

 

(1,635

)

 

 

(4,185

)

Increase in interest receivable

 

 

(8,519

)

 

 

(11,703

)

Increase in interest payable

 

 

5,235

 

 

 

528

 

Amortization of stock-based compensation arrangements

 

 

2,077

 

 

 

1,545

 

Excess tax benefit from stock-based compensation arrangements

 

 

(775

)

 

 

(3,058

)

Other, net

 

 

6,245

 

 

 

14,326

 

Net cash provided by operating activities

 

 

190,281

 

 

 

179,292

 

INVESTING ACTIVITIES

 

 

 

 

 

 

Net cash received from acquisitions, net of cash paid

 

 

8,045

 

 

 

121,099

 

Net increase in federal funds sold

 

 

(4,025

)

 

 

(465

)

Purchases of available for sale debt securities

 

 

(154,104

)

 

 

(1,375,496

)

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

 

 

1,350

 

 

 

72

 

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

 

 

161,414

 

 

 

48,300

 

Proceeds from sales of available for sale securities

 

 

 

 

 

222,474

 

Purchase of equity securities

 

 

(310

)

 

 

(3,952

)

Proceeds from paydowns and sales of equity securities

 

 

531

 

 

 

1,378

 

Net change in loans

 

 

(532,471

)

 

 

(405,052

)

Net payments on derivative asset contracts

 

 

(16,817

)

 

 

(11,019

)

Purchases of premises, equipment and computer software

 

 

(17,695

)

 

 

(15,105

)

Purchase of tax credits

 

 

(6,670

)

 

 

(4,091

)

Other, net

 

 

24,756

 

 

 

12,547

 

Net cash used in investing activities

 

 

(535,996

)

 

 

(1,409,310

)

FINANCING ACTIVITIES

 

 

 

 

 

 

Net change in deposits

 

 

(450,870

)

 

 

2,537,009

 

Net change in short-term borrowings

 

 

3,676

 

 

 

4,600

 

Issuance of common stock in connection with stock options, net

 

 

2,066

 

 

 

7,011

 

Common stock acquired

 

 

(1,820

)

 

 

 

Cash dividends paid

 

 

(39,486

)

 

 

(35,319

)

Net cash (used in) provided by financing activities

 

 

(486,434

)

 

 

2,513,301

 

Net (decrease)/increase in cash, due from banks and interest-bearing deposits

 

 

(832,149

)

 

 

1,283,283

 

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

 

 

3,168,910

 

 

 

2,050,022

 

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

 

$

2,336,761

 

 

$

3,333,305

 

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

 

 

 

 

 

 

Cash paid during the period for interest

 

$

131,864

 

 

$

20,154

 

Cash paid during the period for income taxes

 

$

42,680

 

 

$

26,780

 

Noncash investing and financing activities:

 

 

 

 

 

 

Cash (received)/consideration for acquisitions

 

$

(7,833

)

 

$

77,685

 

Fair value of assets acquired in acquisitions

 

$

2,981

 

 

$

511,580

 

Liabilities assumed in acquisitions

 

$

10,814

 

 

$

433,896

 

Unpaid common stock dividends declared

 

$

14,156

 

 

$

13,143

 

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, 2022.

Basis of Presentation

The accompanying unaudited interim consolidated financial statements include the accounts of BancFirst Corporation, Council Oak Partners, LLC, BancFirst Insurance Services, Inc., Pegasus Bank ("Pegasus"), Worthington Bank ("Worthington") and BancFirst and its subsidiaries ("BancFirst"). The principal operating subsidiaries of BancFirst are BFTower, LLC, BFC-PNC 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 U.S. GAAP for interim financial information and the instructions for Form 10-Q adopted by the Securities and Exchange Commission (“SEC”). The information contained in the consolidated financial statements and footnotes included in BancFirst Corporation’s Annual Report on Form 10-K for the year ended December 31, 2022, 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.

Reclassifications

Certain loan segments from 2022 have been reclassified to conform to the 2023 presentation. Such reclassifications had no effect on previously reported balance sheets, 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 credit losses, income taxes, the fair value of financial instruments and the valuation of assets and liabilities acquired in a business combination, including identifiable intangible assets. Such estimates and assumptions may change over time and actual amounts realized may differ from those reported.

 

Recent Accounting Pronouncements

 

Standards Adopted During the Current Period:

In March 2022, FASB issued ASU No. 2022-02, “Financial Instruments – Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures.” ASU 2022-02 eliminated the Troubled Debt Restructurings (“TDR”) recognition and measurement guidance and, instead, required that the Company evaluate, based on the accounting for loan modifications, whether the modification represents a new loan or a continuation of an existing loan when a borrower is experiencing financial difficulty. In addition, the update required that the Company disclose current-period charge-offs by year of origination for financing receivables. The current-period charge-off amendment was applied prospectively. The amendments were effective for annual periods beginning after December 15, 2022, including interim periods within those annual periods. The Company adopted ASU 2022-02 on January 1, 2023. ASU No. 2022-02 did not have a significant impact on the Company’s consolidated financial statements.

In March 2023, FASB issued ASU No. 2023-02, "Investments - Equity Method and Joint Ventures (Topic 323)." ASU 2023-02 permits the election of accounting for tax equity investments, regardless of the tax credit program from which the income tax credits are received, using the proportional amortization method, if certain conditions are met. Using the proportional amortization method, an entity amortizes the initial cost of the investment in proportion to the income tax credits and other income tax benefits received and recognizes the net amortization and income tax credits and other income tax benefits in the income statement as a component of income tax expense (benefit). The amendments are effective for annual periods beginning after December 15, 2023, including interim periods

6


 

within those annual periods. Early adoption is permitted for all entities in any interim period. The Company adopted the amendment as of January 1, 2023 using the modified retrospective transition. The Company has investments in New Markets Tax Credits ("NMTC") and Low-Income Housing Tax Credits ("LIHTC") that were affected by ASU 2023-02. Upon adoption of ASU No. 2023-02, the Company recorded $21.8 million in other assets and other liabilities on the consolidated balance sheet for unfunded LIHTC commitments and amortized $977,000 of NMTC investments to income tax expense during the period that would have previously been recorded to other expense. ASU No. 2023-02 did not have a significant impact on the Company’s consolidated financial statements.

 

(2) RECENT DEVELOPMENTS, INCLUDING MERGERS AND ACQUISITIONS

 

BancFirst Corporation is regulated by the Federal Reserve System as a financial holding company. On August 11, 2023, BancFirst become a Federal Reserve System member bank, which changed its primary regulator from the Federal Deposit Insurance Corporation (“FDIC”) to the Federal Reserve System. Worthington became a Federal Reserve System member bank on September 1, 2023, and Pegasus became a Federal Reserve System member bank on October 12, 2023, which changed their primary regulator from the FDIC to the Federal Reserve System.

On July 20, 2023, BancFirst purchased approximately $2.5 million in total assets, which included $2.1 million in loans, and assumed $10.8 million in deposits and other obligations, from RCB Bank's Stroud, Oklahoma branch. RCB Bank paid BancFirst $7.8 million as a result of this transaction. In addition, the Company recorded a core deposit intangible of $252,280 and goodwill of $208,752. The Company did not incur a material amount of purchase-related expenses. The effect of this purchase was included in the consolidated financial statement of the Company from the date of purchase forward. The purchase did not have a material effect on the Company's consolidated financial statements. The purchase of this branch strengthens BancFirst's presence in the Stroud, Oklahoma community.

On February 8, 2022, the Company acquired Worthington for an aggregate cash purchase price of $77.7 million. Worthington is chartered and regulated by the Texas State Banking Department with one banking location in Arlington, Texas, one in Colleyville, Texas and two in Fort Worth, Texas. At acquisition, Worthington had approximately $478 million in total assets, $257 million in loans and $430 million in deposits. Worthington will continue to operate under a separate charter and remain a separate subsidiary of the Company governed by its existing board of directors. The Company intends to provide an appropriate amount of capital or other support to increase Worthington’s ability to approve larger loans and allow Worthington to continue to grow earning assets. As a result of the acquisition, the Company recorded a core deposit intangible of $5.9 million and goodwill of $32.1 million. The Company did not incur a material amount of acquisition-related expenses. The effect of this acquisition was included in the consolidated financial statements of the Company from the date of acquisition forward. Pro forma information has not been presented because the acquisition did not have a material effect on the Company’s consolidated financial statements. The acquisition of Worthington complements the Company by expanding its Texas presence in the Dallas-Fort Worth market.

(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

 

September 30, 2023

 

(Dollars in thousands)

 

Mortgage backed securities (1)

 

$

7

 

 

$

 

 

$

 

 

$

7

 

States and political subdivisions

 

 

685

 

 

 

 

 

 

 

 

 

685

 

Other securities

 

 

500

 

 

 

 

 

 

 

 

 

500

 

Total

 

$

1,192

 

 

$

 

 

$

 

 

$

1,192

 

December 31, 2022

 

 

 

 

 

 

 

 

 

 

 

 

Mortgage backed securities (1)

 

$

13

 

 

$

 

 

$

 

 

$

13

 

States and political subdivisions

 

 

1,870

 

 

 

 

 

 

 

 

 

1,870

 

Other securities

 

 

500

 

 

 

 

 

 

 

 

 

500

 

Total

 

$

2,383

 

 

$

 

 

$

 

 

$

2,383

 

 

7


 

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

 

September 30, 2023

 

(Dollars in thousands)

 

U.S. treasuries

 

$

1,564,934

 

 

$

 

 

$

(96,730

)

 

$

1,468,204

 

U.S. federal agencies

 

 

12,427

 

 

 

156

 

 

 

(3

)

 

 

12,580

 

Mortgage backed securities (1)

 

 

16,877

 

 

 

7

 

 

 

(2,472

)

 

 

14,412

 

States and political subdivisions

 

 

10,115

 

 

 

5

 

 

 

(189

)

 

 

9,931

 

Asset backed securities

 

 

12,789

 

 

 

 

 

 

(378

)

 

 

12,411

 

Other securities

 

 

8,163

 

 

 

 

 

 

(1,445

)

 

 

6,718

 

Total

 

$

1,625,305

 

 

$

168

 

 

$

(101,217

)

 

$

1,524,256

 

December 31, 2022

 

 

 

 

 

 

 

 

 

 

 

 

U.S. treasuries

 

$

1,568,563

 

 

$

 

 

$

(90,699

)

 

$

1,477,864

 

U.S. federal agencies

 

 

15,025

 

 

 

198

 

 

 

(1

)

 

 

15,222

 

Mortgage backed securities (1)

 

 

18,449

 

 

 

21

 

 

 

(1,884

)

 

 

16,586

 

States and political subdivisions

 

 

8,320

 

 

 

35

 

 

 

(221

)

 

 

8,134

 

Asset backed securities

 

 

13,371

 

 

 

 

 

 

(361

)

 

 

13,010

 

Other securities

 

 

8,163

 

 

 

 

 

 

(758

)

 

 

7,405

 

Total

 

$

1,631,891

 

 

$

254

 

 

$

(93,924

)

 

$

1,538,221

 

 

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

 

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.

 

 

September 30, 2023

 

 

December 31, 2022

 

 

 

Amortized
Cost

 

 

Estimated
Fair
Value

 

 

Amortized
Cost

 

 

Estimated
Fair
Value

 

 

 

(Dollars in thousands)

 

Held for Investment

 

 

 

 

 

 

 

 

 

 

 

 

Contractual maturity of debt securities:

 

 

 

 

 

 

 

 

 

 

 

 

Within one year

 

$

350

 

 

$

350

 

 

$

1,186

 

 

$

1,186

 

After one year but within five years

 

 

841

 

 

 

841

 

 

 

1,195

 

 

 

1,195

 

After five years but within ten years

 

 

1

 

 

 

1

 

 

 

2

 

 

 

2

 

After ten years

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

1,192

 

 

$

1,192

 

 

$

2,383

 

 

$

2,383

 

Available for Sale

 

 

 

 

 

 

 

 

 

 

 

 

Contractual maturity of debt securities:

 

 

 

 

 

 

 

 

 

 

 

 

Within one year

 

$

208,397

 

 

$

203,774

 

 

$

101,607

 

 

$

100,655

 

After one year but within five years

 

 

1,317,661

 

 

 

1,228,720

 

 

 

1,316,874

 

 

 

1,233,725

 

After five years but within ten years

 

 

60,974

 

 

 

56,159

 

 

 

170,513

 

 

 

163,101

 

After ten years

 

 

38,273

 

 

 

35,603

 

 

 

42,897

 

 

 

40,740

 

Total debt securities

 

$

1,625,305

 

 

$

1,524,256

 

 

$

1,631,891

 

 

$

1,538,221

 

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:

 

 

September 30, 2023

 

 

December 31, 2022

 

 

 

(Dollars in thousands)

 

Book value of pledged securities

 

$

542,516

 

 

$

573,952

 

 

 

8


 

The following is a detail of proceeds from sales and the realized losses on available for sale debt securities:

 

 

 

For the Nine Months
Ended September 30,

 

 

 

2023

 

 

2022

 

 

 

(Dollars in thousands)

 

Proceeds

 

$

 

 

$

222,474

 

Gross losses realized

 

 

 

 

 

3,990

 

There were no sales of debt securities and therefore no proceeds from sales or realized securities gains or losses on available for sale debt securities for the nine months ended September 30, 2023. During the nine months ended September 30, 2022, the Company sold $226 million of debt securities with an average yield of 0.16%, the proceeds of which were subsequently reinvested in $220 million of debt securities with an average yield of 1.86%. The Company used specific identification to reclassify the unrealized loss in other comprehensive income to a realized loss, as shown in the consolidated statements of comprehensive income.

Realized gains/losses on debt and equity securities are reported as securities transactions within the noninterest income section of the consolidated statements of comprehensive income.

 

The following table summarizes debt securities with unrealized losses, segregated by the duration of the unrealized loss, at September 30, 2023 and December 31, 2022 respectively:

 

 

 

 

 

Less than 12 Months

 

 

More than 12 Months

 

 

Total

 

 

Number of investments

 

 

Estimated
Fair Value

 

 

Unrealized
Losses

 

 

Estimated
Fair Value

 

 

Unrealized
Losses

 

 

Estimated
Fair Value

 

 

Unrealized
Losses

 

 

 

 

 

(Dollars in thousands)

 

September 30, 2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Available for Sale

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. treasuries

 

71

 

 

$

93,372

 

 

$

2,708

 

 

$

1,374,832

 

 

$

94,022

 

 

$

1,468,204

 

 

$

96,730

 

U.S. federal agencies

 

3

 

 

 

1,260

 

 

 

3

 

 

 

 

 

 

 

 

 

1,260

 

 

 

3

 

Mortgage backed securities

 

83

 

 

 

1,242

 

 

 

38

 

 

 

12,887

 

 

 

2,434

 

 

 

14,129

 

 

 

2,472

 

States and political subdivisions

 

9

 

 

 

1,657

 

 

 

21

 

 

 

1,292

 

 

 

168

 

 

 

2,949

 

 

 

189

 

Asset backed securities

 

1

 

 

 

 

 

 

 

 

 

12,411

 

 

 

378

 

 

 

12,411

 

 

 

378

 

Other securities

 

3

 

 

 

 

 

 

 

 

 

6,718

 

 

 

1,445

 

 

 

6,718

 

 

 

1,445

 

Total

 

170

 

 

$

97,531

 

 

$

2,770

 

 

$

1,408,140

 

 

$

98,447

 

 

$

1,505,671

 

 

$

101,217

 

December 31, 2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Available for Sale

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. treasuries

 

74

 

 

$

787,925

 

 

$

27,078

 

 

$

689,939

 

 

$

63,621

 

 

$

1,477,864

 

 

$

90,699

 

U.S. federal agencies

 

1

 

 

 

 

 

 

 

 

 

349

 

 

 

1

 

 

 

349

 

 

 

1

 

Mortgage backed securities

 

92

 

 

 

10,001

 

 

 

1,239

 

 

 

5,055

 

 

 

645

 

 

 

15,056

 

 

 

1,884

 

States and political subdivisions

 

8

 

 

 

2,308

 

 

 

184

 

 

 

464

 

 

 

37

 

 

 

2,772

 

 

 

221

 

Asset backed securities

 

1

 

 

 

13,010

 

 

 

361

 

 

 

 

 

 

 

 

 

13,010

 

 

 

361

 

Other securities

 

3

 

 

 

4,871

 

 

 

291

 

 

 

2,534

 

 

 

467

 

 

 

7,405

 

 

 

758

 

Total

 

179

 

 

$

818,115

 

 

$

29,153

 

 

$

698,341

 

 

$

64,771

 

 

$

1,516,456

 

 

$

93,924

 

 

The Company has the ability and intent to hold the debt securities classified as held for investment until they mature, at which time the Company will receive full value for the debt securities. Furthermore, as of September 30, 2023 and December 31, 2022, the Company also had the ability and intent to hold the debt securities classified as available for sale for a period of time sufficient for a recovery of cost. The unrealized losses are due to increases in market interest rates over the yields available at the time the underlying debt securities were purchased. The fair value of those debt securities having unrealized losses is expected to recover as the securities approach their maturity date or repricing date, or if market yields for such investments decline. The Company has no intent or requirement to sell before the recovery of the unrealized loss; therefore, no impairment loss was realized in the Company’s consolidated statement of comprehensive income.

 

 

9


 

(4) LOANS HELD FOR INVESTMENT AND ALLOWANCE FOR CREDIT LOSSES ON LOANS

 

Loans held for investment are summarized by portfolio segment as follows:

 

September 30, 2023

 

 

December 31, 2022

 

 

(Dollars in thousands)

 

  Real estate:

 

 

 

 

 

    Commercial real estate owner occupied

 

960,868

 

 

 

908,494

 

    Commercial real estate non-owner occupied

 

1,443,831

 

 

 

1,383,150

 

    Construction and development < 60 months

 

575,652

 

 

 

475,236

 

    Construction residential real estate < 60 months

 

274,311

 

 

 

303,305

 

    Residential real estate first lien

 

1,216,508

 

 

 

1,117,899

 

    Residential real estate all other

 

230,397

 

 

 

196,198

 

    Agriculture

 

425,930

 

 

 

408,037

 

  Commercial non-real estate

 

1,296,796

 

 

 

1,241,454

 

  Consumer non-real estate

 

475,721

 

 

 

446,756

 

  Oil and gas

 

572,608

 

 

 

463,034

 

           Total (1)

$

7,472,622

 

 

$

6,943,563

 

(1) Excludes accrued interest receivable of $37.8 million at September 30, 2023 and $30.6 million at December 31, 2022, that is recorded in accrued interest receivable and other assets.

 

 

 

Certain loan segments for 2022 were reclassified to conform to the 2023 presentation. Each loan segment consists of loan categories possessing similar risk characteristics. The Company’s re-alignment of the segments primarily consisted of reclassifying farmland and agriculture related loans that were previously included in consumer-related and commercial-related loans to the agriculture category. Management believes this accurately represents the risk profile of each loan segment. These reclassifications did not have a significant impact on the allowance for credit losses.

The Company's loans are currently 85% held by BancFirst and 15% held by Pegasus and Worthington. In addition, approximately 69% of the Company's 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 portfolio segment descriptions and the weighted average remaining life of portfolio segments are disclosed in Note (5) to the Company's Annual Report on Form 10-K for the year ended December 31, 2022.

Loan Modifications, Other Real Estate Owned and Repossessed Assets and Held for Sale Assets

The following is a summary of other real estate owned and repossessed assets:

 

 

 

 

 

 

 

 

 

September 30, 2023

 

 

December 31, 2022

 

 

 

(Dollars in thousands)

 

Other real estate owned and repossessed assets

 

$

42,782

 

 

$

36,936

 

As of both September 30, 2023 and December 31, 2022, other real estate owned included a commercial real estate property recorded at approximately $32.7 million and $29.4 million, respectively. Rental income for this property is included in other noninterest income on the consolidated statements of comprehensive income. Operating expense for this property is included in net expense from other real estate owned in other noninterest expense on the consolidated statements of comprehensive income.

This property had the following rental income and operating expenses for the periods presented.

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

 

 

(Dollars in thousands)

 

Rental income

 

$

2,911

 

 

$

2,437

 

 

$

8,379

 

 

$

7,750

 

Operating expense

 

 

2,690

 

 

 

2,381

 

 

 

8,038

 

 

 

7,120

 

 

10


 

 

During the nine months ended September 30, 2023, the Company sold property held in other real estate owned for a total gain of $342,000, compared to a total gain of $4.0 million in the nine months ended September 30, 2022.

The Company charges interest on principal balances outstanding on modified loans during deferral periods. The current and future financial effects of the recorded balance of loans considered to be modified during the period were not considered to be material. The recorded balance of modified loans was approximately $8.4 million during the period ended September 30, 2023.

Nonaccrual loans

The Company did not recognize any interest income on nonaccrual loans for either of the nine months ended September 30, 2023 or 2022. In addition, there were no nonaccrual loans for which there is no related allowance for credit losses at both September 30, 2023 and December 31, 2022. Had nonaccrual loans performed in accordance with their original contractual terms, the Company would have recognized additional interest income of approximately $1.1 million for the nine months ended September 30, 2023 and approximately $992,000 for the nine months ended September 30, 2022.

Nonaccrual loans guaranteed by government agencies totaled approximately $5.7 million at September 30, 2023 and approximately $4.7 million at December 31, 2022.

The following table is a summary of amounts included in nonaccrual loans, segregated by portfolio segment.

 

 

September 30, 2023

 

 

December 31, 2022

 

 

 

(Dollars in thousands)

 

  Real estate:

 

 

 

 

 

 

Commercial real estate owner occupied

 

$

2,082

 

 

$

1,795

 

Commercial real estate non-owner occupied

 

 

674

 

 

 

667

 

Construction and development < 60 months

 

 

802

 

 

 

93

 

Construction residential real estate < 60 months

 

 

366

 

 

 

430

 

Residential real estate first lien

 

 

2,734

 

 

 

1,947

 

Residential real estate all other

 

 

833

 

 

 

55

 

Agriculture

 

 

2,305

 

 

 

2,734

 

  Commercial non-real estate

 

 

6,465

 

 

 

7,066

 

  Consumer non-real estate

 

 

332

 

 

 

192

 

  Oil and gas

 

 

83

 

 

 

320

 

Total

 

$

16,676

 

 

$

15,299

 

 

11


 

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 the Company's loans held for investment:

 

 

Age Analysis of Past Due Loans

 

(Dollars in thousands)

 

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

 

As of September 30, 2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate owner occupied

 

$

1,490

 

 

$

671

 

 

$

6,522

 

 

$

8,683

 

 

$

952,185

 

 

$

960,868

 

 

$

4,928

 

Commercial real estate non-owner occupied

 

 

 

 

 

40

 

 

 

1,198

 

 

 

1,238

 

 

 

1,442,593

 

 

 

1,443,831

 

 

 

524

 

Construction and development < 60 months

 

 

9,161

 

 

 

 

 

 

1,186

 

 

 

10,347

 

 

 

565,305

 

 

 

575,652

 

 

 

384

 

Construction residential real estate < 60 months

 

 

424

 

 

 

97

 

 

 

543

 

 

 

1,064

 

 

 

273,247

 

 

 

274,311

 

 

 

543

 

Residential real estate first lien

 

 

3,104

 

 

 

543

 

 

 

2,877

 

 

 

6,524

 

 

 

1,209,984

 

 

 

1,216,508

 

 

 

1,120

 

Residential real estate all other

 

 

647

 

 

 

252

 

 

 

861

 

 

 

1,760

 

 

 

228,637

 

 

 

230,397

 

 

 

100

 

Agriculture

 

 

3,413

 

 

 

380

 

 

 

3,925

 

 

 

7,718

 

 

 

418,212

 

 

 

425,930

 

 

 

3,166

 

  Commercial non-real estate

 

 

3,439

 

 

 

1,226

 

 

 

5,589

 

 

 

10,254

 

 

 

1,286,542

 

 

 

1,296,796

 

 

 

1,323

 

  Consumer non-real estate

 

 

2,322

 

 

 

635

 

 

 

462

 

 

 

3,419

 

 

 

472,302

 

 

 

475,721

 

 

 

353

 

  Oil and gas

 

 

115

 

 

 

 

 

 

217

 

 

 

332

 

 

 

572,276

 

 

 

572,608

 

 

 

134

 

Total

 

$

24,115

 

 

$

3,844

 

 

$

23,380

 

 

$

51,339

 

 

$

7,421,283

 

 

$

7,472,622

 

 

$

12,575

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

As of December 31, 2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate owner occupied

 

$

1,314

 

 

$

1,524

 

 

$

4,580

 

 

$

7,418

 

 

$

901,076

 

 

$

908,494

 

 

$

4,580

 

Commercial real estate non-owner occupied

 

 

6,237

 

 

 

 

 

 

42

 

 

 

6,279

 

 

 

1,376,871

 

 

 

1,383,150

 

 

 

43

 

Construction and development < 60 months

 

 

535

 

 

 

40

 

 

 

114

 

 

 

689

 

 

 

474,547

 

 

 

475,236

 

 

 

81

 

Construction residential real estate < 60 months

 

 

1,320

 

 

 

282

 

 

 

148

 

 

 

1,750

 

 

 

301,555

 

 

 

303,305

 

 

 

 

Residential real estate first lien

 

 

3,415

 

 

 

1,076

 

 

 

844

 

 

 

5,335

 

 

 

1,112,564

 

 

 

1,117,899

 

 

 

349

 

Residential real estate all other

 

 

265

 

 

 

37

 

 

 

185

 

 

 

487

 

 

 

195,711

 

 

 

196,198

 

 

 

166

 

Agriculture

 

 

2,357

 

 

 

34

 

 

 

2,265

 

 

 

4,656

 

 

 

403,381

 

 

 

408,037

 

 

 

1,054

 

  Commercial non-real estate

 

 

2,490

 

 

 

2,142

 

 

 

2,772

 

 

 

7,404

 

 

 

1,234,050

 

 

 

1,241,454

 

 

 

345

 

  Consumer non-real estate

 

 

2,591

 

 

 

648

 

 

 

585

 

 

 

3,824

 

 

 

442,932

 

 

 

446,756

 

 

 

467

 

  Oil and gas

 

 

654

 

 

 

 

 

 

 

 

 

654

 

 

 

462,380

 

 

 

463,034

 

 

 

 

Total

 

$

21,178

 

 

$

5,783

 

 

$

11,535

 

 

$

38,496

 

 

$

6,905,067

 

 

$

6,943,563

 

 

$

7,085

 

 

Credit Quality Indicators

The Company considers credit quality indicators to monitor the credit risk in the loan portfolio including volume and severity of loan delinquencies, nonaccrual loans, internal grading of loans, historical credit loss experience and economic conditions. These indicators are reviewed and updated regularly throughout the year. 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 and the table summarizing the Company’s gross loans held for investment by year of origination and internally assigned credit grades as of December 31, 2022, are disclosed in Note (5) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

The Company’s revolving loans that are converted to term loans are not material and therefore have not been presented.

 

12


 

The following table summarizes the Company’s gross loans held for investment by year of origination and internally assigned credit grades:

 

 

 

Term Loans Amortized Cost Basis by Origination Year

 

 

Revolving Loans

 

 

 

 

(Dollars in thousands)

 

2023

 

 

2022

 

 

2021

 

 

2020

 

 

2019

 

 

Prior

 

 

Amortized Cost Basis

 

 

Total

 

As of September 30, 2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Commercial real estate owner occupied

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Grade 1

 

$

99,990

 

 

$

155,460

 

 

$

120,444

 

 

$

87,838

 

 

$

82,081

 

 

$

139,298

 

 

$

23,622

 

 

$

708,733

 

Grade 2

 

 

29,812

 

 

 

57,975

 

 

 

37,289

 

 

 

23,581

 

 

 

21,509

 

 

 

30,107

 

 

 

34,361

 

 

 

234,634

 

Grade 3

 

 

142

 

 

 

3,582

 

 

 

4,304

 

 

 

652

 

 

 

1,899

 

 

 

1,075

 

 

 

2,437

 

 

 

14,091

 

Grade 4

 

 

27

 

 

 

159

 

 

 

200

 

 

 

850

 

 

 

665

 

 

 

1,020

 

 

 

150

 

 

 

3,071

 

Grade 5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

339

 

 

 

 

 

 

 

 

 

339

 

Total commercial real estate owner occupied

 

 

129,971

 

 

 

217,176

 

 

 

162,237

 

 

 

112,921

 

 

 

106,493

 

 

 

171,500

 

 

 

60,570

 

 

 

960,868

 

 Commercial real estate non-owner occupied

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Grade 1

 

$

160,303

 

 

$

255,862

 

 

$

176,995

 

 

$

122,636

 

 

$

59,973

 

 

$

72,918

 

 

$

47,780

 

 

$

896,467

 

Grade 2

 

 

74,860

 

 

 

155,293

 

 

 

81,452

 

 

 

53,753

 

 

 

62,989

 

 

 

73,789

 

 

 

28,722

 

 

 

530,858

 

Grade 3

 

 

 

 

 

6,736

 

 

 

1,717

 

 

 

149

 

 

 

6,207

 

 

 

299

 

 

 

 

 

 

15,108

 

Grade 4

 

 

200

 

 

 

632

 

 

 

 

 

 

 

 

 

 

 

 

566

 

 

 

 

 

 

1,398

 

Total commercial real estate non-owner occupied

 

 

235,363

 

 

 

418,523

 

 

 

260,164

 

 

 

176,538

 

 

 

129,169

 

 

 

147,572

 

 

 

76,502

 

 

 

1,443,831

 

 Construction and development < 60 months

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Grade 1

 

$

91,548

 

 

$

123,068

 

 

$

73,070

 

 

$

8,484

 

 

$

6,842

 

 

$

5,403

 

 

$

61,474

 

 

$

369,889

 

Grade 2

 

 

59,837

 

 

 

50,514

 

 

 

33,168

 

 

 

6,629

 

 

 

13,572

 

 

 

2,381

 

 

 

34,350

 

 

 

200,451

 

Grade 3

 

 

3,308

 

 

 

893

 

 

 

102

 

 

 

97

 

 

 

 

 

 

7

 

 

 

 

 

 

4,407

 

Grade 4

 

 

 

 

 

903

 

 

 

 

 

 

 

 

 

 

 

 

2

 

 

 

 

 

 

905

 

Total construction and development < 60 months

 

 

154,693

 

 

 

175,378

 

 

 

106,340

 

 

 

15,210

 

 

 

20,414

 

 

 

7,793

 

 

 

95,824

 

 

 

575,652

 

 Construction residential real estate < 60 months

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Grade 1

 

$

136,871

 

 

$

36,431

 

 

$

1,441

 

 

$

102

 

 

$

2

 

 

$

37

 

 

$

37,179

 

 

$

212,063

 

Grade 2

 

 

44,707

 

 

 

9,530

 

 

 

32

 

 

 

22

 

 

 

 

 

 

382

 

 

 

549

 

 

 

55,222

 

Grade 3

 

 

5,730

 

 

 

387

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6,117

 

Grade 4

 

 

366

 

 

 

543

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

909

 

Total construction residential real estate < 60 months

 

 

187,674

 

 

 

46,891

 

 

 

1,473

 

 

 

124

 

 

 

2

 

 

 

419

 

 

 

37,728

 

 

 

274,311

 

 Residential real estate first lien

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Grade 1

 

$

223,552

 

 

$

238,614

 

 

$

177,122

 

 

$

121,747

 

 

$

74,016

 

 

$

155,802

 

 

$

2,918

 

 

$

993,771

 

Grade 2

 

 

41,655

 

 

 

40,971

 

 

 

39,280

 

 

 

25,018

 

 

 

13,617

 

 

 

43,460

 

 

 

 

 

 

204,001

 

Grade 3

 

 

2,282

 

 

 

1,902

 

 

 

2,626

 

 

 

1,327

 

 

 

1,606

 

 

 

4,202

 

 

 

 

 

 

13,945

 

Grade 4

 

 

384

 

 

 

172

 

 

 

1,246

 

 

 

346

 

 

 

440

 

 

 

2,203

 

 

 

 

 

 

4,791

 

Total residential real estate first lien

 

 

267,873

 

 

 

281,659

 

 

 

220,274

 

 

 

148,438

 

 

 

89,679

 

 

 

205,667

 

 

 

2,918

 

 

 

1,216,508

 

 Residential real estate all other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Grade 1

 

$

35,422

 

 

$

27,339

 

 

$

8,166

 

 

$

8,242

 

 

$

3,963

 

 

$

13,045

 

 

$

41,474

 

 

$

137,651

 

Grade 2

 

 

2,828

 

 

 

5,088

 

 

 

2,210

 

 

 

1,958

 

 

 

1,546

 

 

 

3,272

 

 

 

71,527

 

 

 

88,429

 

Grade 3

 

 

416

 

 

 

353

 

 

 

74

 

 

 

42

 

 

 

41

 

 

 

440

 

 

 

1,925

 

 

 

3,291

 

Grade 4

 

 

 

 

 

24

 

 

 

 

 

 

 

 

 

95

 

 

 

45

 

 

 

862

 

 

 

1,026

 

Total residential real estate all other

 

 

38,666

 

 

 

32,804

 

 

 

10,450

 

 

 

10,242

 

 

 

5,645

 

 

 

16,802

 

 

 

115,788

 

 

 

230,397

 

 Agriculture

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Grade 1

 

$

47,552

 

 

$

55,420

 

 

$

35,685

 

 

$

29,284

 

 

$

17,863

 

 

$

33,652

 

 

$

39,462

 

 

$

258,918

 

Grade 2

 

 

28,366

 

 

 

24,237

 

 

 

19,989

 

 

 

10,303

 

 

 

9,369

 

 

 

17,304

 

 

 

35,554

 

 

 

145,122

 

Grade 3

 

 

8,891

 

 

 

856

 

 

 

854

 

 

 

3,433

 

 

 

323

 

 

 

2,696

 

 

 

2,896

 

 

 

19,949

 

Grade 4

 

 

41

 

 

 

901

 

 

 

217

 

 

 

134

 

 

 

384

 

 

 

244

 

 

 

20

 

 

 

1,941

 

Total Agriculture

 

 

84,850

 

 

 

81,414

 

 

 

56,745

 

 

 

43,154

 

 

 

27,939

 

 

 

53,896

 

 

 

77,932

 

 

 

425,930

 

 Commercial non-real estate

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Grade 1

 

$

204,828

 

 

$

186,934

 

 

$

167,915

 

 

$

40,328

 

 

$

39,003

 

 

$

39,326

 

 

$

281,116

 

 

$

959,450

 

Grade 2

 

 

80,383

 

 

 

43,067

 

 

 

25,617

 

 

 

15,244

 

 

 

10,064

 

 

 

9,171

 

 

 

137,965

 

 

 

321,511

 

Grade 3

 

 

1,840

 

 

 

3,149

 

 

 

1,073

 

 

 

163

 

 

 

563

 

 

 

1,103

 

 

 

2,648

 

 

 

10,539

 

Grade 4

 

 

1,038

 

 

 

1,408

 

 

 

304

 

 

 

690

 

 

 

309

 

 

 

129

 

 

 

1,154

 

 

 

5,032

 

Grade 5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

264

 

 

 

 

 

 

 

 

 

264

 

Total commercial non-real estate

 

 

288,089

 

 

 

234,558

 

 

 

194,909

 

 

 

56,425

 

 

 

50,203

 

 

 

49,729

 

 

 

422,883

 

 

 

1,296,796

 

 Consumer non-real estate

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Grade 1

 

$

175,483

 

 

$

123,675

 

 

$

64,280

 

 

$

22,331

 

 

$

10,804

 

 

$

3,518

 

 

$

24,688

 

 

$

424,779

 

Grade 2

 

 

15,347

 

 

 

16,509

 

 

 

7,792

 

 

 

2,502

 

 

 

809

 

 

 

1,614

 

 

 

1,764

 

 

 

46,337

 

Grade 3

 

 

562

 

 

 

1,198

 

 

 

957

 

 

 

325

 

 

 

285

 

 

 

155

 

 

 

12

 

 

 

3,494

 

Grade 4

 

 

123

 

 

 

402

 

 

 

384

 

 

 

103

 

 

 

85

 

 

 

12

 

 

 

2

 

 

 

1,111

 

Total consumer non-real estate

 

 

191,515

 

 

 

141,784

 

 

 

73,413

 

 

 

25,261

 

 

 

11,983

 

 

 

5,299

 

 

 

26,466

 

 

 

475,721

 

 Oil and gas

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Grade 1

 

$

157,820

 

 

$

26,772

 

 

$

52,090

 

 

$

9,850

 

 

$

1,630

 

 

$

16,141

 

 

$

170,256

 

 

$

434,559

 

Grade 2

 

 

41,447

 

 

 

7,180

 

 

 

1,999

 

 

 

414

 

 

 

306

 

 

 

217

 

 

 

83,009

 

 

 

134,572

 

Grade 3

 

 

134

 

 

 

1,922

 

 

 

413

 

 

 

2

 

 

 

13

 

 

 

167

 

 

 

743

 

 

 

3,394

 

Grade 4

 

 

 

 

 

83

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

83

 

Total oil and gas

 

 

199,401

 

 

 

35,957

 

 

 

54,502

 

 

 

10,266

 

 

 

1,949

 

 

 

16,525

 

 

 

254,008

 

 

 

572,608

 

Total loans held for investment

 

$

1,778,095

 

 

$

1,666,144

 

 

$

1,140,507

 

 

$

598,579

 

 

$

443,476

 

 

$

675,202

 

 

$

1,170,619

 

 

$

7,472,622

 

 

 

13


 

The following tables summarize the Company’s gross charge-offs by year of origination for the periods indicated:

 

 

Term Loans Amortized Cost Basis by Origination Year

 

 

Revolving Loans

 

 

 

 

(Dollars in thousands)

 

2023

 

 

2022

 

 

2021

 

 

2020

 

 

2019

 

 

Prior

 

 

Amortized Cost Basis

 

 

Total

 

Three months ended September 30, 2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Commercial real estate owner occupied

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current-period gross charge-offs

 

$

174

 

 

$

189

 

 

$

25

 

 

$

112

 

 

$

147

 

 

$

158

 

 

$

 

 

$

805

 

 Commercial real estate non-owner occupied

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current-period gross charge-offs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Construction and development < 60 months

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current-period gross charge-offs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Construction residential real estate < 60 months

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current-period gross charge-offs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Residential real estate first lien

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current-period gross charge-offs

 

 

 

 

 

 

 

 

71

 

 

 

11

 

 

 

 

 

 

18

 

 

 

 

 

 

100

 

 Residential real estate all other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current-period gross charge-offs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Agriculture

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current-period gross charge-offs

 

 

 

 

 

150

 

 

 

9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

159

 

 Commercial non-real estate

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current-period gross charge-offs

 

 

19

 

 

 

15

 

 

 

46

 

 

 

 

 

 

51

 

 

 

108

 

 

 

 

 

 

239

 

 Consumer non-real estate

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current-period gross charge-offs

 

 

192

 

 

 

146

 

 

 

56

 

 

 

12

 

 

 

1

 

 

 

18

 

 

 

2

 

 

 

427

 

 Oil and gas

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current-period gross charge-offs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total current-period gross charge-offs

 

$

385

 

 

$

500

 

 

$

207

 

 

$

135

 

 

$

199

 

 

$

302

 

 

$

2

 

 

$

1,730

 

 

 

 

Term Loans Amortized Cost Basis by Origination Year

 

 

Revolving Loans

 

 

 

 

(Dollars in thousands)

 

2023

 

 

2022

 

 

2021

 

 

2020

 

 

2019

 

 

Prior

 

 

Amortized Cost Basis

 

 

Total

 

Nine months ended September 30, 2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Commercial real estate owner occupied

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current-period gross charge-offs

 

$

174

 

 

$

196

 

 

$

26

 

 

$

134

 

 

$

165

 

 

$

158

 

 

$

 

 

$

853

 

 Commercial real estate non-owner occupied

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current-period gross charge-offs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3

 

 

 

 

 

 

3

 

 Construction and development < 60 months

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current-period gross charge-offs

 

 

 

 

 

2

 

 

 

 

 

 

2

 

 

 

 

 

 

 

 

 

 

 

 

4

 

 Construction residential real estate < 60 months

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current-period gross charge-offs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Residential real estate first lien

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current-period gross charge-offs

 

 

 

 

 

 

 

 

90

 

 

 

32

 

 

 

 

 

 

22

 

 

 

 

 

 

144

 

 Residential real estate all other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current-period gross charge-offs

 

 

 

 

 

4

 

 

 

19

 

 

 

 

 

 

1

 

 

 

4

 

 

 

 

 

 

28

 

 Agriculture

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current-period gross charge-offs

 

 

 

 

 

154

 

 

 

9

 

 

 

317

 

 

 

14

 

 

 

2

 

 

 

 

 

 

496

 

 Commercial non-real estate

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current-period gross charge-offs

 

 

61

 

 

 

116

 

 

 

109

 

 

 

20

 

 

 

51

 

 

 

160

 

 

 

 

 

 

517

 

 Consumer non-real estate

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current-period gross charge-offs

 

 

221

 

 

 

408

 

 

 

203

 

 

 

41

 

 

 

38

 

 

 

35

 

 

 

19

 

 

 

965

 

 Oil and gas

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current-period gross charge-offs

 

 

 

 

 

2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2

 

Total current-period gross charge-offs

 

$

456

 

 

$

882

 

 

$

456

 

 

$

546

 

 

$

269

 

 

$

384

 

 

$

19

 

 

$

3,012

 

 

 

14


 

 

Allowance for Credit Losses Methodology

 

The Company determines its provision for credit losses and allowance for credit losses using the current expected credit loss methodology that is referred to as the CECL model. The allowance for credit losses is measured on a collective (pool) basis when similar risk characteristics exist.

The following table details activity in the allowance for credit losses on 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.

 

 

Allowance for Credit Losses

 

 

 

Balance at
beginning of
period

 

 

Charge-
offs

 

 

Recoveries

 

 

Net
charge-offs

 

 

Provision for/(benefit from) credit losses on loans

 

 

Balance at
end of
period

 

 

 

(Dollars in thousands)

 

Three Months Ended September 30, 2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate owner occupied

 

$

6,808

 

 

$

(805

)

 

$

3

 

 

$

(802

)

 

$

809

 

 

$

6,815

 

Commercial real estate non-owner occupied

 

 

33,432

 

 

 

 

 

 

 

 

 

 

 

 

1,182

 

 

 

34,614

 

Construction and development < 60 months

 

 

3,440

 

 

 

 

 

 

3

 

 

 

3

 

 

 

467

 

 

 

3,910

 

Construction residential real estate < 60 months

 

 

3,553

 

 

 

 

 

 

 

 

 

 

 

 

(9

)

 

 

3,544

 

Residential real estate first lien

 

 

4,755

 

 

 

(100

)

 

 

 

 

 

(100

)

 

 

109

 

 

 

4,764

 

Residential real estate all other

 

 

1,661

 

 

 

 

 

 

1

 

 

 

1

 

 

 

3

 

 

 

1,665

 

Agriculture

 

 

6,426

 

 

 

(159

)

 

 

 

 

 

(159

)

 

 

166

 

 

 

6,433

 

  Commercial non-real estate

 

 

25,127

 

 

 

(239

)

 

 

243

 

 

 

4

 

 

 

(886

)

 

 

24,245

 

  Consumer non-real estate

 

 

4,344

 

 

 

(427

)

 

 

24

 

 

 

(403

)

 

 

448

 

 

 

4,389

 

  Oil and gas

 

 

7,374

 

 

 

 

 

 

 

 

 

 

 

 

23

 

 

 

7,397

 

Total

 

$

96,920

 

 

$

(1,730

)

 

$

274

 

 

$

(1,456

)

 

$

2,312

 

 

$

97,776

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for Credit Losses

 

 

 

Balance at
beginning of
period

 

 

Charge-
offs

 

 

Recoveries

 

 

Net
charge-offs

 

 

Provision for/(benefit from) credit losses on loans

 

 

Balance at
end of
period

 

 

 

(Dollars in thousands)

 

Nine Months Ended September 30, 2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate owner occupied

 

$

6,416

 

 

$

(853

)

 

$

55

 

 

$

(798

)

 

$

1,197

 

 

$

6,815

 

Commercial real estate non-owner occupied

 

 

30,190

 

 

 

(3

)

 

 

 

 

 

(3

)

 

 

4,427

 

 

 

34,614

 

Construction and development < 60 months

 

 

3,778

 

 

 

(4

)

 

 

9

 

 

 

5

 

 

 

127

 

 

 

3,910

 

Construction residential real estate < 60 months

 

 

3,275

 

 

 

 

 

 

 

 

 

 

 

 

269

 

 

 

3,544

 

Residential real estate first lien

 

 

4,092

 

 

 

(144

)

 

 

13

 

 

 

(131

)

 

 

803

 

 

 

4,764

 

Residential real estate all other

 

 

1,418

 

 

 

(28

)

 

 

4

 

 

 

(24

)

 

 

271

 

 

 

1,665

 

Agriculture

 

 

6,217

 

 

 

(496

)

 

 

13

 

 

 

(483

)

 

 

699

 

 

 

6,433

 

  Commercial non-real estate

 

 

25,106

 

 

 

(517

)

 

 

392

 

 

 

(125

)

 

 

(736

)

 

 

24,245

 

  Consumer non-real estate

 

 

4,132

 

 

 

(965

)

 

 

116

 

 

 

(849

)

 

 

1,106

 

 

 

4,389

 

  Oil and gas

 

 

8,104

 

 

 

(2

)

 

 

 

 

 

(2

)

 

 

(705

)

 

 

7,397

 

Total

 

$

92,728

 

 

$

(3,012

)

 

$

602

 

 

$

(2,410

)

 

$

7,458

 

 

$

97,776

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

15


 

 

 

 

Allowance for Credit Losses

 

 

 

Balance at
beginning of
period

 

 

Initial allowance on loans purchased with credit deterioration

 

 

Charge-
offs

 

 

Recoveries

 

 

Net
charge-offs

 

 

Provision for/(benefit from) credit losses on loans

 

 

Balance at
end of
period

 

 

 

(Dollars in thousands)

 

Three Months Ended September 30, 2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate owner occupied

 

$

6,928

 

 

$

 

 

$

 

 

$

426

 

 

$

426

 

 

$

(231

)

 

$

7,123

 

Commercial real estate non-owner occupied

 

 

16,315

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

7,371

 

 

 

23,686

 

Construction and development < 60 months

 

 

3,680

 

 

 

 

 

 

 

 

 

3

 

 

 

3

 

 

 

461

 

 

 

4,144

 

Construction residential real estate < 60 months

 

 

1,183

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,124

 

 

 

2,307

 

Residential real estate first lien

 

 

3,355

 

 

 

 

 

 

(11

)

 

 

15

 

 

 

4

 

 

 

(18

)

 

 

3,341

 

Residential real estate all other

 

 

1,480

 

 

 

 

 

 

(2

)

 

 

1

 

 

 

(1

)

 

 

84

 

 

 

1,563

 

Agriculture

 

 

7,956

 

 

 

 

 

 

(80

)

 

 

1

 

 

 

(79

)

 

 

629

 

 

 

8,506

 

  Commercial non-real estate

 

 

25,370

 

 

 

(4

)

 

 

(187

)

 

 

26

 

 

 

(161

)

 

 

(251

)

 

 

24,954

 

  Consumer non-real estate

 

 

4,050

 

 

 

(3

)

 

 

(171

)

 

 

59

 

 

 

(112

)

 

 

270

 

 

 

4,205

 

  Oil and gas

 

 

16,618

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(6,576

)

 

 

10,042

 

Total

 

$

86,935

 

 

$

(7

)

 

$

(451

)

 

$

531

 

 

$

80

 

 

$

2,863

 

 

$

89,871

 

 

 

Allowance for Credit Losses

 

 

 

Balance at
beginning of
period

 

 

Initial allowance on loans purchased with credit deterioration

 

 

Charge-
offs

 

 

Recoveries

 

 

Net
charge-offs

 

 

Provision for/(benefit from) credit losses on loans

 

 

Balance at
end of
period

 

 

 

(Dollars in thousands)

 

Nine Months Ended September 30, 2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate owner occupied

 

$

7,550

 

 

$

 

 

$

(20

)

 

$

504

 

 

$

484

 

 

$

(911

)

 

$

7,123

 

Commercial real estate non-owner occupied

 

 

16,807

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6,879

 

 

 

23,686

 

Construction and development < 60 months

 

 

3,454

 

 

 

 

 

 

 

 

 

8

 

 

 

8

 

 

 

682

 

 

 

4,144

 

Construction residential real estate < 60 months

 

 

1,051

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,256

 

 

 

2,307

 

Residential real estate first lien

 

 

3,048

 

 

 

2

 

 

 

(60

)

 

 

28

 

 

 

(32

)

 

 

323

 

 

 

3,341

 

Residential real estate all other

 

 

1,567

 

 

 

 

 

 

(38

)

 

 

403

 

 

 

365

 

 

 

(369

)

 

 

1,563

 

Agriculture

 

 

8,392

 

 

 

 

 

 

(205

)

 

 

8

 

 

 

(197

)

 

 

311

 

 

 

8,506

 

  Commercial non-real estate

 

 

25,565

 

 

 

44

 

 

 

(961

)

 

 

162

 

 

 

(799

)

 

 

144

 

 

 

24,954

 

  Consumer non-real estate

 

 

3,694

 

 

 

25

 

 

 

(404

)

 

 

139

 

 

 

(265

)

 

 

751

 

 

 

4,205

 

  Oil and gas

 

 

12,808

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2,766

)

 

 

10,042

 

Total

 

$

83,936

 

 

$

71

 

 

$

(1,688

)

 

$

1,252

 

 

$

(436

)

 

$

6,300

 

 

$

89,871

 

 

Purchased Credit Deteriorated Loans

 

The Company has purchased loans, for which there was, at acquisition, evidence of more than insignificant deterioration of credit quality since origination. The Company did not purchase credit-deteriorated loans during the nine month period ended September 30, 2023. The credit-deteriorated loans purchased during the nine months ended September 30, 2022 were as follows:

 

 

 

Loans acquired
with deteriorated
credit quality

 

 

 

(Dollars in thousands)

 

For the period ended September 30, 2022

 

 

 

Purchase price of loans at acquisition

 

$

661

 

Allowance for credit losses at acquisition

 

 

71

 

Par value of acquired loans at acquisition

 

$

732

 

 

 

16


 

Collateral Dependent Loans

A loan is considered collateral-dependent when the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the operation or sale of the collateral. During the nine months ended September 30, 2023 and 2022, no material amount of interest income was recognized on collateral-dependent loans subsequent to their classification as collateral-dependent. The following table summarizes collateral-dependent gross loans held for investment by collateral type and the related specific allocation as follows:

 

 

 

Collateral Type

 

 

 

 

 

 

 

 

 

Real Estate

 

 

Business Assets

 

 

Energy Reserves

 

 

Other Assets

 

 

Total

 

 

Specific Allocation

 

 

 

(Dollars in thousands)

 

 

 

 

 

 

 

As of September 30, 2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate owner occupied

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

Commercial real estate non-owner occupied

 

 

632

 

 

 

 

 

 

 

 

 

 

 

 

632

 

 

 

250

 

Construction and development < 60 months

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction residential real estate < 60 months

 

 

366

 

 

 

 

 

 

 

 

 

 

 

 

366

 

 

 

45

 

Residential real estate first lien

 

 

214

 

 

 

 

 

 

 

 

 

 

 

 

214

 

 

 

65

 

Residential real estate all other

 

 

57

 

 

 

 

 

 

 

 

 

 

 

 

57

 

 

 

60

 

Agriculture

 

 

3,191

 

 

 

603

 

 

 

 

 

 

3,039

 

 

 

6,833

 

 

 

2,586

 

  Commercial non-real estate

 

 

 

 

 

4,902

 

 

 

 

 

 

37

 

 

 

4,939

 

 

 

1,229

 

  Consumer non-real estate

 

 

 

 

 

14

 

 

 

 

 

 

79

 

 

 

93

 

 

 

65

 

  Oil and gas

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total collateral-dependent loans held for investment

 

$

4,460

 

 

$

5,519

 

 

$

 

 

$

3,155

 

 

$

13,134

 

 

$

4,300

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Collateral Type

 

 

 

 

 

 

 

 

 

Real Estate

 

 

Business Assets

 

 

Energy Reserves

 

 

Other Assets

 

 

Total

 

 

Specific Allocation

 

 

 

(Dollars in thousands)

 

 

 

 

 

 

 

As of December 31, 2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate owner occupied

 

$

2,213

 

 

$

 

 

$

 

 

$

 

 

$

2,213

 

 

$

870

 

Commercial real estate non-owner occupied

 

 

1,263

 

 

 

 

 

 

 

 

 

 

 

 

1,263

 

 

 

333

 

Construction and development < 60 months

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction residential real estate < 60 months

 

 

420

 

 

 

 

 

 

 

 

 

 

 

 

420

 

 

 

45

 

Residential real estate first lien

 

 

481

 

 

 

 

 

 

 

 

 

 

 

 

481

 

 

 

207

 

Residential real estate all other

 

 

9

 

 

 

 

 

 

 

 

 

 

 

 

9

 

 

 

9

 

Agriculture

 

 

3,447

 

 

 

701

 

 

 

 

 

 

3,592

 

 

 

7,740

 

 

 

3,114

 

  Commercial non-real estate

 

 

 

 

 

5,924

 

 

 

 

 

 

4

 

 

 

5,928

 

 

 

1,938

 

  Consumer non-real estate

 

 

 

 

 

 

 

 

 

 

 

117

 

 

 

117

 

 

 

81

 

  Oil and gas

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total collateral-dependent loans held for investment

 

$

7,833

 

 

$

6,625

 

 

$

 

 

$

3,713

 

 

$

18,171

 

 

$

6,597

 

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 consolidated 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:

 

 

 

Nine Months Ended September 30,

 

 

 

2023

 

 

2022

 

 

 

(Dollars in thousands)

 

Other real estate owned

 

$

2,236

 

 

$

4,393

 

Repossessed assets

 

 

1,448

 

 

 

696

 

Total

 

$

3,684

 

 

$

5,089

 

 

17


 

 

(5) INTANGIBLE ASSETS AND GOODWILL

The following is a summary of intangible assets as of the date listed:

 

 

Gross
Carrying
Amount

 

 

Accumulated
Amortization

 

 

Net
Carrying
Amount

 

 

 

(Dollars in thousands)

 

September 30, 2023

 

 

 

 

 

 

 

 

 

Core deposit intangibles

 

$

33,550

 

 

$

(16,170

)

 

$

17,380

 

Customer relationship intangibles

 

 

3,350

 

 

 

(3,139

)

 

 

211

 

Total

 

$

36,900

 

 

$

(19,309

)

 

$

17,591

 

December 31, 2022

 

 

 

 

 

 

 

 

 

Core deposit intangibles

 

$

33,298

 

 

$

(13,615

)

 

$

19,683

 

Customer relationship intangibles

 

 

3,350

 

 

 

(3,050

)

 

 

300

 

Total

 

$

36,648

 

 

$

(16,665

)

 

$

19,983

 

 

The following is a summary of goodwill by business segment:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BancFirst Metropolitan Banks

 

 

BancFirst Community Banks

 

 

Pegasus

 

 

Worthington

 

 

Other Financial Services

 

 

Executive, Operations & Support

 

 

Consolidated

 

 

 

(Dollars in thousands)

 

Nine months ended September 30, 2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of period

 

$

13,767

 

 

$

61,212

 

 

$

68,855

 

 

$

32,133

 

 

$

5,464

 

 

$

624

 

 

$

182,055

 

Acquisitions

 

 

 

 

 

208

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

208

 

Balance at end of period

 

$

13,767

 

 

$

61,420

 

 

$

68,855

 

 

$

32,133

 

 

$

5,464

 

 

$

624

 

 

$

182,263

 

The Company purchased a branch from RCB bank on July 20, 2023, which added goodwill as shown in the table above. See Note (2) of the Notes to the Consolidated Financial Statements for disclosure regarding the Company's recent developments, including mergers and acquisitions.

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, 2022.

 

(6) SUBORDINATED DEBT

In January 2004, the Company established BFC Capital Trust II (“BFC II”), a trust formed under the Delaware Business Trust Act. The Company owns all of the common securities of BFC II. In February 2004, BFC II issued $25 million of aggregate liquidation amount of 7.20% Cumulative Trust Preferred Securities (the “Cumulative Trust Preferred Securities”) to other investors. In March 2004, BFC II issued an additional $1 million in Cumulative Trust Preferred Securities through the execution of an over-allotment option. The proceeds from the sale of the Cumulative Trust Preferred Securities and the common securities of BFC II were invested in $26.8 million of 7.20% Junior Subordinated Debentures of the Company. Interest payments on the $26.8 million of 7.20% Junior Subordinated Debentures are payable January 15, April 15, July 15 and October 15 of each year. Such interest payments may be deferred for up to twenty consecutive quarters. The stated maturity date of the $26.8 million of 7.20% Junior Subordinated Debentures is March 31, 2034, but they are subject to mandatory redemption pursuant to optional prepayment terms. The Cumulative Trust Preferred Securities represent an undivided interest in the $26.8 million of 7.20% Junior Subordinated Debentures and are guaranteed by the Company. During any deferral period or during any event of default, the Company may not declare or pay any dividends on any of its capital stock. The Cumulative Trust Preferred Securities were callable at par, in whole or in part, after March 31, 2009.

 

On June 17, 2021, the Company completed a private placement, under Regulation D of the Securities Act of 1933, of $60 million aggregate principal amount of 3.50% Fixed-to-Floating Rate Subordinated Notes due 2036 (the “Subordinated Notes”) to various institutional accredited investors. The sale of the Subordinated Notes was pursuant to a Subordinated Note Purchase Agreement entered into with each of the investors. The Subordinated Notes have been structured to qualify as Tier 2 capital under bank regulatory guidelines. The net proceeds to the Company from the sale of the Subordinated Notes were approximately $59.15 million after deducting commissions and offering expenses of $850,000. The Company used the proceeds from the sale of the Subordinated Notes for general

18


 

corporate purposes. The Subordinated Notes will initially bear interest at a fixed rate of 3.50% per annum, from and including June 17, 2021 to but excluding June 30, 2031, payable semi-annually in arrears on June 30 and December 31 of each year, commencing December 31, 2021. Then, from and including June 30, 2031, to but excluding the maturity date, the Subordinated Notes will bear interest at a floating rate equal to the benchmark (initially, three-month term SOFR), reset quarterly, plus a spread of 229 basis points, payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year. The Subordinated Notes mature on June 30, 2036.

 

The Company may, at its option, beginning with the interest payment date of June 30, 2031, and on any scheduled interest payment date thereafter, redeem the Subordinated Notes, in whole or in part. In addition, the Company may redeem all, but not less than all, of the Subordinated Notes at any time upon the occurrence of a “Tier 2 Capital Event,” a “Tax Event” or an “Investment Company Event” (each as defined in the Subordinated Notes). Any such redemption is subject to obtaining the prior approval of the Board of Governors of the Federal Reserve System (or its designee). The redemption price with respect to any such redemption will be equal to 100% of the principal amount of the Subordinated Note, or portion thereof, to be redeemed, plus accrued but unpaid interest, if any, thereon to, but excluding, the redemption date.

 

 

(7) STOCK-BASED COMPENSATION

On May 25, 2023, the shareholders of the Company adopted the BancFirst Corporation 2023 Restricted Stock Unit Plan (the "RSU Plan"). The RSU Plan was effective as of June 1, 2023 and for a period of ten years thereafter. The RSU Plan will continue in effect after such ten-year period until all matters relating to the payment of awards and administration of the RSU Plan have been settled. At September 30, 2023 there were 490,925 shares available for future grants. The restricted stock units ("RSU's") vest beginning two years from the date of grant at the rate of 20% per year for five years. The RSUs are settled and distributed as of each vesting date. The fair value of each RSU granted is equal to the market price of the Company’s stock at the date of grant.

The following table is a summary of the activity under the Company's RSU plan.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Wgtd. Avg.

 

 

 

 

Restricted

 

 

Grant Date

 

 

 

 

Stock Units

 

 

Fair Value

 

 

Nine Months Ended September 30, 2023

 

 

 

 

 

 

 

Nonvested at December 31, 2022

 

 

 

 

 

 

 

Granted

 

 

9,075

 

 

$

96.39

 

 

Nonvested at September 30, 2023

 

 

9,075

 

 

 

 

 

 

The Company has had the BancFirst Corporation Directors’ Deferred Stock Compensation Plan (the “Deferred Stock Compensation Plan”) since May 1999. As of September 30, 2023, there are 20,262 shares available for future issuance under the Deferred Stock Compensation Plan. The Deferred Stock Compensation Plan will terminate on December 31, 2024, 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 18,136 and 16,684 shares of common stock distributed from the Deferred Stock Compensation Plan during the nine months ended September 30, 2023 and 2022, respectively.

A summary of the accumulated stock units is as follows:

 

 

 

September 30,

 

 

December 31,

 

 

 

2023

 

 

2022

 

Accumulated stock units

 

 

117,499

 

 

 

129,609

 

Average price

 

$

39.20

 

 

$

34.91

 

 

The Company had the BancFirst Corporation Stock Option Plan (the “Employee Plan”), which was terminated on June 1, 2023. The remaining options will continue to vest and are exercisable beginning four years from the date of grant at the rate of 25% per year for four years, and expire no later than the end of fifteen years from the date of grant.

19


 

The Company had the BancFirst Corporation Non-Employee Directors’ Stock Option Plan (the “Non-Employee Directors’ Plan”), which was terminated on June 1, 2023. The remaining options will continue to vest and are exercisable beginning one year from the date of grant at the rate of 25% per year for four years, and expire no later than the end of fifteen years from the date of grant.

The following table is a summary of the activity under both the Employee Plan and the Non-Employee Directors’ Plan:

 

 

 

 

 

 

 

 

Wgtd. Avg.

 

 

 

 

 

 

 

 

Wgtd. Avg.

 

 

Remaining

 

Aggregate

 

 

 

 

 

 

Exercise

 

 

Contractual

 

Intrinsic

 

 

 

Options

 

 

Price

 

 

Term

 

Value

 

 

 

(Dollars in thousands, except option data)

 

Nine Months Ended September 30, 2023

 

 

 

 

 

 

 

 

 

 

 

Outstanding at December 31, 2022

 

 

1,310,290

 

 

$

52.51

 

 

 

 

 

 

Exercised

 

 

(48,399

)

 

 

33.34

 

 

 

 

 

 

Canceled, forfeited, or expired

 

 

(8,500

)

 

 

87.97

 

 

 

 

 

 

Outstanding at September 30, 2023

 

 

1,253,391

 

 

 

53.01

 

 

9.94 Yrs.

 

$

42,268

 

Exercisable at September 30, 2023

 

 

502,891

 

 

 

33.32

 

 

6.43 Yrs.

 

$

26,857

 

The following table has additional information regarding options exercised under both the Employee Plan and the Non-Employee Directors’ Plan:

 

 

Three Months Ended
September 30,

 

 

Nine Months Ended
September 30,

 

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

 

 

(Dollars in thousands)

 

 

(Dollars in thousands)

 

Total intrinsic value of options exercised

 

$

176

 

 

$

5,638

 

 

$

2,507

 

 

$

14,581

 

Cash received from options exercised

 

 

75

 

 

 

2,285

 

 

 

1,614

 

 

 

6,577

 

Tax benefit realized from options exercised

 

 

43

 

 

 

1,355

 

 

 

603

 

 

 

3,505

 

 

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 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. No stock options were granted during the nine months ended September 30, 2023.

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:

 

 

Nine Months Ended
September 30,

 

 

 

2023

 

 

2022

 

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

 

$

 

 

$

30.72

 

Risk-free interest rate

 

 

 

 

1.75 to 3.25%

 

Dividend yield

 

 

 

 

2.00%

 

Stock price volatility

 

 

 

 

34.61 to 34.85%

 

Expected term

 

 

 

 

10 Yrs

 

 

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

Although not required or expected, the Company may settle some options or restricted stock units in cash on a limited basis at the discretion of the Company. The Company had no cash settlements during the nine months ended September 30, 2023 or September 30, 2022.

20


 

Stock-based compensation expense is charged to salaries and benefits expense on the Consolidated Statements of Comprehensive Income.

The components of stock-based compensation expense for all share-based compensation plans and related tax benefits are as follows:

 

 

Three Months Ended
September 30,

 

 

Nine Months Ended
September 30,

 

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

 

 

(Dollars in thousands)

 

 

(Dollars in thousands)

 

Stock-based compensation expense

 

$

864

 

 

$

627

 

 

$

2,077

 

 

$

1,545

 

Tax benefit

 

 

208

 

 

 

151

 

 

 

500

 

 

 

372

 

Stock-based compensation expense, net of tax

 

$

656

 

 

$

476

 

 

$

1,577

 

 

$

1,173

 

 

The Company will continue to amortize the unearned stock-based compensation expense over the remaining weighted average vesting period of approximately 5 years for unvested stock options and 6 years for unvested RSUs. The following table shows the unearned stock-based compensation expense for unvested stock options and unvested RSUs:

 

 

September 30, 2023

 

 

 

(Dollars in thousands)

 

Unearned stock-based compensation expense for unvested stock options

 

$

10,957

 

Unearned stock-based compensation expense for unvested RSUs

 

 

850

 

 

 

(8) STOCKHOLDERS’ EQUITY

In November 1999, the Company adopted the SRP. The SRP may be used as a means to increase earnings per share and return on equity. In addition, the SRP may be used 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.

The following table is a summary of the shares purchased under the program during the period indicated and the shares remaining to be repurchased in the program:

 

 

 

 

 

 

For the Nine Months
Ended September 30,

 

 

 

2023

 

 

2022

 

Number of shares repurchased

 

 

20,702

 

 

 

 

Average price of shares repurchased

 

$

87.88

 

 

$

 

Shares remaining to be repurchased

 

 

479,784

 

 

 

500,486

 

 

21


 

BancFirst Corporation, BancFirst, Pegasus and Worthington 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 BancFirst Corporation’s, BancFirst’s, Pegasus’s and Worthington'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 consolidated financial statements. The Company believes that as of September 30, 2023, BancFirst Corporation, BancFirst, Pegasus and Worthington 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 September 30, 2023:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Capital

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(to Risk Weighted Assets)-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BancFirst Corporation

 

$

1,430,965

 

 

16.90%

 

$

677,482

 

 

8.00%

 

$

889,196

 

 

10.50%

 

N/A

 

 

N/A

BancFirst

 

 

1,189,612

 

 

16.36%

 

 

581,616

 

 

8.00%

 

 

763,371

 

 

10.50%

 

$

727,020

 

 

10.00%

Pegasus

 

 

143,898

 

 

18.16%

 

 

63,389

 

 

8.00%

 

 

83,199

 

 

10.50%

 

 

79,237

 

 

10.00%

Worthington

 

 

50,731

 

 

12.92%

 

 

31,401

 

 

8.00%

 

 

41,214

 

 

10.50%

 

 

39,251

 

 

10.00%

Common Equity Tier 1 Capital

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(to Risk Weighted Assets)-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BancFirst Corporation

 

$

1,247,907

 

 

14.74%

 

$

381,084

 

 

4.50%

 

$

592,797

 

 

7.00%

 

N/A

 

 

N/A

BancFirst

 

 

1,083,583

 

 

14.90%

 

 

327,159

 

 

4.50%

 

 

508,914

 

 

7.00%

 

$

472,563

 

 

6.50%

Pegasus

 

 

135,463

 

 

17.10%

 

 

35,657

 

 

4.50%

 

 

55,466

 

 

7.00%

 

 

51,504

 

 

6.50%

Worthington

 

 

46,814

 

 

11.93%

 

 

17,663

 

 

4.50%

 

 

27,476

 

 

7.00%

 

 

25,513

 

 

6.50%

Tier 1 Capital

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(to Risk Weighted Assets)-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BancFirst Corporation

 

$

1,273,907

 

 

15.04%

 

$

508,112

 

 

6.00%

 

$

719,825

 

 

8.50%

 

N/A

 

 

N/A

BancFirst

 

 

1,103,583

 

 

15.18%

 

 

436,212

 

 

6.00%

 

 

617,967

 

 

8.50%

 

$

581,616

 

 

8.00%

Pegasus

 

 

135,463

 

 

17.10%

 

 

47,542

 

 

6.00%

 

 

67,351

 

 

8.50%

 

 

63,389

 

 

8.00%

Worthington

 

 

46,814

 

 

11.93%

 

 

23,551

 

 

6.00%

 

 

33,363

 

 

8.50%

 

 

31,401

 

 

8.00%

Tier 1 Capital

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(to Quarterly Average Assets)-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BancFirst Corporation

 

$

1,273,907

 

 

10.70%

 

$

476,200

 

 

4.00%

 

N/A

 

 

N/A

 

N/A

 

 

N/A

BancFirst

 

 

1,103,583

 

 

10.85%

 

 

406,769

 

 

4.00%

 

N/A

 

 

N/A

 

$

508,461

 

 

5.00%

Pegasus

 

 

135,463

 

 

11.26%

 

 

48,117

 

 

4.00%

 

N/A

 

 

N/A

 

 

60,146

 

 

5.00%

Worthington

 

 

46,814

 

 

8.88%

 

 

21,086

 

 

4.00%

 

N/A

 

 

N/A

 

 

26,358

 

 

5.00%

As of September 30, 2023, the most recent notifications from the Federal Reserve Bank of Kansas City, the FDIC and the Comptroller of the Currency, categorized BancFirst, Pegasus and Worthington as “well capitalized” under the prompt corrective action provisions. The Common Equity Tier 1 Capital of BancFirst Corporation, BancFirst, Pegasus and Worthington includes common stock and related paid-in capital and retained earnings. In connection with the adoption of the Basel III Capital Rules, the election was made to opt-out of the requirement to include most components of accumulated other comprehensive income in Common Equity Tier 1 Capital. Common Equity Tier 1 Capital for BancFirst Corporation, BancFirst, Pegasus and Worthington is reduced by goodwill and other intangible assets, net of associated deferred tax liabilities. 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. The Company's Subordinated Notes have been structured to qualify as Tier 2 capital under bank regulatory guidelines. There are no conditions or events since the most recent notifications to BancFirst Corporation, BancFirst, Pegasus and Worthington of their capital category that management believes would materially change their category under capital requirements existing as of the report date.

 

22


 

(9) NET INCOME PER COMMON SHARE

Basic and diluted net income per common share are calculated as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended
September 30,

 

 

Nine Months Ended September 30,

 

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

 

 

(Dollars in thousands, except per share data)

 

(Numerator)

 

 

 

 

 

 

 

 

 

 

 

 

Income available to common stockholders

 

$

50,988

 

 

$

55,352

 

 

$

163,531

 

 

$

135,974

 

(Denominator)

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding for basic earnings per common share

 

 

32,937,149

 

 

 

32,825,931

 

 

 

32,916,996

 

 

 

32,748,116

 

Dilutive effect of stock compensation

 

 

602,240

 

 

 

710,627

 

 

 

576,019

 

 

 

681,045

 

Weighted-average shares outstanding for diluted earnings per common share

 

 

33,539,389

 

 

 

33,536,558

 

 

 

33,493,015

 

 

 

33,429,161

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share

 

$

1.55

 

 

$

1.69

 

 

$

4.97

 

 

$

4.15

 

Diluted earnings per share

 

$

1.52

 

 

$

1.65

 

 

$

4.88

 

 

$

4.07

 

 

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

 

 

Shares

 

Three Months Ended September 30, 2023

 

 

263,176

 

Three Months Ended September 30, 2022

 

 

184,707

 

Nine Months Ended September 30, 2023

 

 

278,828

 

Nine Months Ended September 30, 2022

 

 

149,669

 

 

 

(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 judgment or estimation. This category includes certain collaterally dependent 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.

23


 

Debt Securities Available for Sale

Debt securities classified as available for sale are reported at fair value. U.S. Treasuries are valued using Level 1 inputs. Other debt securities available for sale including U.S. federal agencies, registered mortgage backed debt 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 debt securities for which observable information is not readily available. These debt securities are reported at fair value utilizing Level 3 inputs. For these debt securities, management determines the fair value based on replacement cost, the income approach or information provided by outside consultants or lead investors. Discount rates are primarily based on reference to interest rate spreads on comparable debt securities of similar duration and credit rating as determined by the nationally recognized rating agencies adjusted for a lack of trading volume. Significant unobservable inputs are developed by investment securities professionals involved in the active trading of similar debt securities.

The Company reviews the prices for Level 1 and Level 2 debt 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 debt 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 debt 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)

 

September 30, 2023

 

 

 

 

 

 

 

 

 

 

 

 

Debt securities available for sale:

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury

 

$

1,468,204

 

 

$

 

 

$

 

 

$

1,468,204

 

U.S. federal agencies

 

 

 

 

 

12,580

 

 

 

 

 

 

12,580

 

Mortgage-backed securities

 

 

 

 

 

14,412

 

 

 

 

 

 

14,412

 

States and political subdivisions

 

 

 

 

 

9,502

 

 

 

429

 

 

 

9,931

 

Asset backed securities

 

 

 

 

 

12,411

 

 

 

 

 

 

12,411

 

Other debt securities

 

 

 

 

 

6,718

 

 

 

 

 

 

6,718

 

Derivative assets

 

 

 

 

 

21,686

 

 

 

 

 

 

21,686

 

Derivative liabilities

 

 

 

 

 

19,558

 

 

 

 

 

 

19,558

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2022

 

 

 

 

 

 

 

 

 

 

 

 

Debt securities available for sale:

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury

 

$

1,477,864

 

 

$

 

 

$

 

 

$

1,477,864

 

U.S. federal agencies

 

 

 

 

 

15,222

 

 

 

 

 

 

15,222

 

Mortgage-backed securities

 

 

 

 

 

16,586

 

 

 

 

 

 

16,586

 

States and political subdivisions

 

 

 

 

 

7,680

 

 

 

454

 

 

 

8,134

 

Asset backed securities

 

 

 

 

 

13,010

 

 

 

 

 

 

13,010

 

Other debt securities

 

 

 

 

 

7,405

 

 

 

 

 

 

7,405

 

Derivative assets

 

 

 

 

 

20,745

 

 

 

 

 

 

20,745

 

Derivative liabilities

 

 

 

 

 

19,683

 

 

 

 

 

 

19,683

 

 

24


 

 

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

 

 

Nine Months Ended
September 30,

 

 

Twelve Months Ended
December 31,

 

 

 

2023

 

 

2022

 

 

 

(Dollars in thousands)

 

Balance at the beginning of the year

 

$

454

 

 

$

320

 

Purchases

 

 

 

 

 

255

 

Settlements

 

 

(30

)

 

 

(110

)

Total unrealized gain

 

 

5

 

 

 

(11

)

Balance at the end of the period

 

$

429

 

 

$

454

 

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 nine months ended September 30, 2023, the Company did not transfer any debt securities. In addition, during the year ended December 31, 2022, the Company did not transfer any debt securities.

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. These equity 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.

Collateral dependent loans are reported at the fair value of the underlying collateral if repayment is dependent on liquidation of the collateral. When the Company determines that foreclosure is probable or when the borrower is experiencing financial difficulty at the reporting date and repayment is expected to be provided substantially through the operation or sale of the collateral, expected credit losses are based on the fair value of the collateral at the reporting date, adjusted for selling costs as appropriate. In no case does the fair value of a collateral dependent loan exceed the fair value of the underlying collateral. The collateral dependent loans are adjusted to fair value through a specific allocation of the allowance for credit 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 credit 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 during the period presented. These nonrecurring fair values do not represent all assets, only those assets that have been adjusted during the reporting period:

 

 

 

Total Fair Value

 

 

 

Level 3

 

 

 

(Dollars in thousands)

 

As of and for the Year-to-date Period Ended September 30, 2023

 

 

 

Equity securities

 

$

14,827

 

Collateral dependent loans

 

 

363

 

Repossessed assets

 

 

348

 

Other real estate owned

 

 

6,453

 

As of and for the Year-to-date Period Ended December 31, 2022

 

 

 

Equity securities

 

$

15,512

 

Collateral dependent loans

 

 

1,618

 

Repossessed assets

 

 

180

 

Other real estate owned

 

 

34,999

 

 

25


 

 

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 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 with Banks

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

Federal Funds Sold

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

Debt Securities Held for Investment

For debt 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 debt 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 Held For Investment

To determine the fair value of loans held for investment, 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.

Subordinated Debt

The fair values of subordinated debt are estimated using the rates that would be charged for subordinated debt 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.

26


 

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:

 

 

 

 

 

 

 

 

 

September 30, 2023

 

 

December 31, 2022

 

 

 

Carrying
Amount

 

 

Fair Value

 

 

Carrying
Amount

 

 

Fair Value

 

 

 

(Dollars in thousands)

 

FINANCIAL ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

Level 2 inputs:

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

2,336,761

 

 

$

2,336,761

 

 

$

3,168,910

 

 

$

3,168,910

 

Federal funds sold

 

 

6,875

 

 

 

6,875

 

 

 

2,850

 

 

 

2,850

 

Debt securities held for investment

 

 

7

 

 

 

7

 

 

 

13

 

 

 

13

 

Loans held for sale

 

 

3,852

 

 

 

3,852

 

 

 

6,232

 

 

 

6,232

 

Level 3 inputs:

 

 

 

 

 

 

 

 

 

 

 

 

Debt securities held for investment

 

 

1,185

 

 

 

1,185

 

 

 

2,370

 

 

 

2,370

 

Loans, net of allowance for credit losses

 

 

7,374,846

 

 

 

7,065,173

 

 

 

6,850,835

 

 

 

6,563,755

 

FINANCIAL LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

 

Level 2 inputs:

 

 

 

 

 

 

 

 

 

 

 

 

Deposits

 

 

10,534,171

 

 

 

10,098,240

 

 

 

10,974,228

 

 

 

10,614,840

 

Short-term borrowings

 

 

3,976

 

 

 

3,976

 

 

 

300

 

 

 

300

 

Subordinated debt

 

 

86,086

 

 

 

76,771

 

 

 

86,044

 

 

 

82,385

 

OFF-BALANCE SHEET FINANCIAL INSTRUMENTS

 

 

 

 

 

 

 

 

 

 

 

 

Loan commitments

 

 

 

 

 

4,714

 

 

 

 

 

 

4,598

 

Letters of credit

 

 

 

 

 

589

 

 

 

 

 

 

542

 

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 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 September 30, 2023 or December 31, 2022.

 

 

27


 

 

(11) DERIVATIVE FINANCIAL INSTRUMENTS

 

The Company enters into oil and gas swaps and options contracts to accommodate the business needs of its customers. Upon the origination of an oil or gas swap or option contract with a customer, to mitigate the exposure to fluctuations in oil and gas prices, the Company simultaneously enters into an offsetting contract with a counterparty. These derivatives are not designated as hedged instruments and are recorded on the Company's consolidated balance sheet at fair value and are included in other assets. The Company's derivative financial instruments require a daily margin to be posted, which fluctuates with oil and gas prices. The Company had a margin asset included in other assets in the amount of $22.3 million at September 30, 2023 and $6.6 million at December 31, 2022.

 

The Company utilizes dealer quotations and observable market data inputs to substantiate internal valuation models. The notional amounts and estimated fair values of oil and gas derivative positions outstanding are presented in the following table:

 

 

 

 

 

September 30, 2023

 

 

December 31, 2022

 

Oil and Natural Gas Swaps and Options

 

Notional Units

 

Notional
Amount

 

 

Estimated
Fair Value

 

 

Notional
Amount

 

 

Estimated
Fair Value

 

 

 

 

 

(Notional amounts and dollars in thousands)

 

Oil

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative assets

 

Barrels

 

 

4,041

 

 

$

12,352

 

 

 

2,698

 

 

$

8,868

 

Derivative liabilities

 

Barrels

 

 

(4,041

)

 

 

(11,204

)

 

 

(2,698

)

 

 

(8,259

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gas/Natural Gas Liquids

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative assets

 

MMBTUs/Gallons

 

 

54,266

 

 

 

9,334

 

 

 

25,059

 

 

 

11,877

 

Derivative liabilities

 

MMBTUs/Gallons

 

 

(54,266

)

 

 

(8,354

)

 

 

(25,059

)

 

 

(11,424

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Fair Value

 

Included in

 

 

 

 

 

 

 

 

 

 

 

 

Derivative assets

 

Other assets

 

 

 

 

 

21,686

 

 

 

 

 

 

20,745

 

Derivative liabilities

 

Other liabilities

 

 

 

 

 

(19,558

)

 

 

 

 

 

(19,683

)

 

The following table is a summary of the Company's recognized income related to the activity, which was included in other noninterest income:

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

 

 

(Dollars in thousands)

 

 

(Dollars in thousands)

 

Derivative income

 

$

115

 

 

$

118

 

 

$

464

 

 

$

406

 

 

The Company's credit exposure on oil and gas swaps and options varies based on the current market prices of oil and natural gas. Other than credit risk, changes in the fair value of customer positions will be offset by equal and opposite changes in the counterparty positions. The net positive fair value of the contracts represents the profit derived from the activity and is unaffected by the market price movements. The Company's share of total profit is approximately 35%.

 

Customer credit exposure is managed by strict position limits and is primarily offset by first liens on production while the remainder is offset by cash. Counterparty credit exposure is managed by selecting highly rated counterparties (rated A- or better by Standard and Poor's) and monitoring market information.

 

The following table is a summary of the Company's net credit exposure relating to oil and gas swaps and options with bank counterparties:

 

 

 

September 30, 2023

 

 

December 31, 2022

 

 

 

(Dollars in thousands)

 

Credit exposure

 

$

 

 

$

6,560

 

 

Balance Sheet Offsetting

 

Derivatives may be eligible for offset in the consolidated balance sheet and/or subject to master netting arrangements. The Company's derivative transactions with upstream financial institution counterparties and bank customers are generally executed under International Swaps and Derivative Association ("ISDA") master agreements, which include "right of set-off" provisions. In such cases

28


 

there is generally a legally enforceable right to offset recognized amounts and there may be an intention to settle such amounts on a net basis. Nonetheless, the Company does not generally offset such financial instruments for financial reporting purposes.

 

(12) 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 six principal business units are BancFirst metropolitan banks, BancFirst community banks, Pegasus, Worthington, other financial services and executive, operations and support. BancFirst metropolitan banks, BancFirst community banks, Pegasus and Worthington offer traditional banking products such as commercial and retail lending and a full line of deposit accounts. BancFirst metropolitan banks consist of banking locations in the metropolitan Oklahoma City and Tulsa areas. BancFirst community banks consist of banking locations in communities in Oklahoma outside the Oklahoma City and Tulsa metropolitan areas. Pegasus consists of banking locations in the Dallas metropolitan area. Worthington consists of banking locations in the Dallas and Fort Worth metropolitan areas. 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.

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

 

 

BancFirst Metropolitan
Banks

 

 

BancFirst Community
Banks

 

 

Pegasus

 

 

Worthington

 

 

Other
Financial
Services

 

 

Executive,
Operations
& Support

 

 

Eliminations

 

 

Consolidated

 

 

 

(Dollars in thousands)

 

Three Months Ended September 30, 2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest income

 

$

30,258

 

 

$

56,644

 

 

$

11,334

 

 

$

4,160

 

 

$

1,063

 

 

$

849

 

 

$

 

 

$

104,308

 

Noninterest income

 

 

5,533

 

 

 

15,986

 

 

 

561

 

 

 

301

 

 

 

14,542

 

 

 

59,923

 

 

 

(52,397

)

 

 

44,449

 

Income before taxes

 

 

22,043

 

 

 

38,985

 

 

 

6,559

 

 

 

693

 

 

 

5,541

 

 

 

43,282

 

 

 

(51,873

)

 

 

65,230

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30, 2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest income

 

$

26,022

 

 

$

55,782

 

 

$

13,815

 

 

$

4,723

 

 

$

1,604

 

 

$

(999

)

 

$

 

 

$

100,947

 

Noninterest income

 

 

8,722

 

 

 

18,764

 

 

 

246

 

 

 

305

 

 

 

14,106

 

 

 

62,969

 

 

 

(55,781

)

 

 

49,331

 

Income before taxes

 

 

22,827

 

 

 

41,179

 

 

 

8,178

 

 

 

2,109

 

 

 

6,222

 

 

 

43,180

 

 

 

(55,358

)

 

 

68,337

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended September 30, 2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest income

 

$

90,266

 

 

$

171,946

 

 

$

39,994

 

 

$

12,907

 

 

$

3,063

 

 

$

1,214

 

 

$

 

 

$

319,390

 

Noninterest income

 

 

18,710

 

 

 

55,504

 

 

 

1,242

 

 

 

835

 

 

 

41,064

 

 

 

189,754

 

 

 

(166,858

)

 

 

140,251

 

Income before taxes

 

 

66,941

 

 

 

125,768

 

 

 

26,060

 

 

 

3,114

 

 

 

16,003

 

 

 

137,624

 

 

 

(165,969

)

 

 

209,541

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended September 30, 2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest income

 

$

67,592

 

 

$

149,965

 

 

$

31,399

 

 

$

10,160

 

 

$

6,596

 

 

$

(2,411

)

 

$

20

 

 

$

263,321

 

Noninterest income

 

 

23,999

 

 

 

53,761

 

 

 

730

 

 

 

724

 

 

 

37,842

 

 

 

158,299

 

 

 

(139,776

)

 

 

135,579

 

Income before taxes

 

 

56,140

 

 

 

108,980

 

 

 

15,677

 

 

 

3,930

 

 

 

16,910

 

 

 

104,729

 

 

 

(139,073

)

 

 

167,293

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30, 2023

 

$

3,533,334

 

 

$

6,929,256

 

 

$

1,308,938

 

 

$

574,929

 

 

$

62,118

 

 

$

1,212,338

 

 

$

(1,506,311

)

 

$

12,114,602

 

December 31, 2022

 

 

3,412,369

 

 

 

6,886,066

 

 

 

1,404,033

 

 

 

541,002

 

 

 

171,679

 

 

 

1,473,443

 

 

 

(1,500,729

)

 

 

12,387,863

 

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.

 

29


 

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

 

The following discussion and analysis of our financial condition as of September 30, 2023 and December 31, 2022 and results of operations for the three and nine months ended September 30, 2023 should be read in conjunction with our consolidated financial statements and notes to the consolidated financial statements for the year ended December 31, 2022, and the other information included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. Certain risks, uncertainties and other factors, including those set forth under "Risk Factors" in Part I, Item 1A of the 2022 Form 10-K, and "Item 1A, Risk Factors" in this Quarterly Report on Form 10-Q, may cause actual results to differ materially from the results discussed in the forward-looking statements appearing in this discussion and analysis.

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:

 

The impact of the Durbin Amendment of the Dodd-Frank Act ("Durbin Amendment") on noninterest income beginning July 1, 2023.
Potential impacts of the recent adverse developments in the banking industry driven by high-profile bank failures, including impacts on customer confidence, demand deposit outflows and the regulatory response thereto.
Recent deterioration in the market for commercial office property could have an adverse effect on the value of the Company's other real estate owned as well as commercial office collateral for the Company's commercial real estate loans.
Political pressures could further limit our ability to charge for NSF and overdraft fees.
Rising interest rates.
The increased time, effort and non-interest expense related to ongoing and increased regulations from the Federal Reserve, Federal Deposit Insurance Corporation, the Consumer Financial Protection Bureau and the Securities and Exchange Commission (requirements related to environmental, social and governance (ESG) issues and climate disclosure).
Local, regional, national and international economic conditions and the impact they may have on the Company and its customers.
Changes in the mix of loan geographies, sectors and types or the level of non-performing assets and charge-offs.
Inflation, including wage inflation, energy prices, securities markets and monetary fluctuations.
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, including the impact of rising interest rates.
Technological changes.
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.

30


 

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

 

 

SUMMARY

 

The Company’s net income for the third quarter of 2023 was $51.0 million, compared to $55.4 million for the third quarter of 2022. Diluted net income per common share was $1.52 and $1.65 for the third quarter of 2023 and 2022, respectively. The Company’s net interest income for the third quarter of 2023 increased to $104.3 million, compared to $100.9 million for the third quarter of 2022. Rising short-term interest rates and loan growth drove the increase. The net interest margin for the third quarter was 3.73%, compared to 3.48% a year ago. For the third quarter of 2023, the Company recorded a provision for credit losses of $2.3 million to account for loan growth, compared to $2.9 million for the third quarter of 2022.

 

Noninterest income for the third quarter of 2023 totaled $44.4 million, compared to $49.3 million for the third quarter of 2022. The decrease in noninterest income was attributable to the reduction of interchange fees of approximately $5.4 million related to the impact of the Durbin Amendment as the Company exceeded $10 billion in total assets at December 31, 2022. In addition, noninterest income for the third quarter of 2022 included $3.2 million of income from an equity interest received from a prior loan settlement. The equity interest was sold during the second quarter of 2023 at no gain.

 

Noninterest expense for the third quarter of 2023 increased to $81.2 million compared to $79.1 million for the third quarter of 2022. Higher noninterest expense was primarily related to an increase in salaries and employee benefits of $2.5 million.

 

The Company’s effective tax rate was 21.8% for the third quarter of 2023 compared to 19.0% for the third quarter of 2022. The Company adopted Accounting Standard Update ("ASU") 2023-02 on January 1, 2023, which increased income tax expenses. Exercises of stock options contributed to the lower effective tax rate in 2022.

At September 30, 2023, the Company’s total assets were $12.1 billion, a decrease of $273.3 million from December 31, 2022. Loans totaled $7.5 billion, an increase of $526.7 million from December 31, 2022. Liquidity remained strong with cash at $2.3 billion and a quarterly average loan to deposit ratio of 70.6% at September 30, 2023 compared to 62.3% at year-end 2022. Deposits totaled $10.5 billion, $440.1 million below December 31, 2022 as some large commercial deposits moved from demand accounts into the Company's off balance sheet sweep account product. Sweep accounts totaled $4.0 billion at September 30, 2023, up $285.3 million from December 31, 2022. The Company continues to fund itself with community-based deposits and does not use brokered or reciprocal deposits. The Company’s total stockholders’ equity at September 30, 2023 was $1.4 billion, an increase of $119.7 million above December 31, 2022.

 

At September 30, 2023, the Company’s nonaccrual loans were $16.7 million compared to $15.3 million at year-end 2022. Asset quality remained strong with nonaccrual loans representing 0.22% of total loans at both September 30, 2023 and December 31, 2022. The allowance for credit losses to total loans stood at 1.31% at September 30, 2023, compared to 1.33% at December 31, 2022. Net charge-offs were 0.02% of average loans for the third quarter of 2023 compared to 0.00% for the third quarter of 2022.

 

Competition for deposits has recently increased and available yields have similarly increased, causing non-interest bearing deposits to move to interest bearing deposits and off balance sheet sweep account products. Although the percent of cash and due from banks, interest-bearing deposits with banks and federal funds sold to total assets has decreased to 19.4% at September 30, 2023, compared to 25.6% at December 31, 2022, the Company is still highly liquid.

 

See Note (2) of the Notes to Consolidated Financial Statements for disclosure regarding the Company’s recent developments, including mergers and acquisitions.

 

FUTURE APPLICATION OF ACCOUNTING STANDARDS

See Note (1) of the Notes to the Consolidated Financial Statements for disclosures regarding recently issued accounting pronouncements since December 31, 2022, the date of its most recent annual report to stockholders.

SEGMENT INFORMATION

See Note (12) of the Notes to the Consolidated Financial Statements for disclosures regarding business segments.

 

RESULTS OF OPERATIONS

Average Balances, Income, Expenses and Rates

31


 

The following table presents, for the periods indicated, certain information related to the Company's consolidated average balance sheets, average yields on assets and average costs of liabilities. Such yields are derived by dividing income or expense by the average balance of the corresponding assets or liabilities. For these computations: (i) average balances are derived from daily averages, (ii) information is shown on a taxable-equivalent basis assuming a 21% tax rate, and (iii) nonaccrual loans are included in the average loan balances and any interest on such nonaccrual loans is recognized on a cash basis. Loan fees included in interest income were $6.0 million for the three months ended September 30, 2023 compared to $5.7 million for the three months ended September 30, 2022. Loan fees included in interest income were $17.3 million for the nine months ended September 30, 2023 compared to $19.4 million for the nine months ended September 30, 2022.

 

BANCFIRST CORPORATION

 

CONSOLIDATED AVERAGE BALANCE SHEETS AND INTEREST MARGIN ANALYSIS

 

(Unaudited)

 

Taxable Equivalent Basis

 

(Dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30,

 

 

 

2023

 

 

2022

 

 

 

 

 

 

Interest

 

 

Average

 

 

 

 

 

Interest

 

 

Average

 

 

 

Average

 

 

Income/

 

 

Yield/

 

 

Average

 

 

Income/

 

 

Yield/

 

 

 

Balance

 

 

Expense

 

 

Rate

 

 

Balance

 

 

Expense

 

 

Rate

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans (1)

 

$

7,379,572

 

 

$

122,005

 

 

 

6.56

%

 

$

6,652,613

 

 

$

87,169

 

 

 

5.20

%

Debt securities – taxable

 

 

1,552,590

 

 

 

9,260

 

 

 

2.37

 

 

 

1,353,950

 

 

 

6,793

 

 

 

1.99

 

Debt securities – tax exempt

 

 

2,990

 

 

 

27

 

 

 

3.61

 

 

 

3,539

 

 

 

28

 

 

 

3.09

 

Federal funds sold and interest-bearing deposits with banks

 

 

2,162,655

 

 

 

29,052

 

 

 

5.33

 

 

 

3,512,242

 

 

 

20,119

 

 

 

2.27

 

Total earning assets

 

 

11,097,807

 

 

 

160,344

 

 

 

5.73

 

 

 

11,522,344

 

 

 

114,109

 

 

 

3.93

 

Nonearning assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and due from banks

 

 

197,702

 

 

 

 

 

 

 

 

 

252,874

 

 

 

 

 

 

 

Interest receivable and other assets

 

 

813,824

 

 

 

 

 

 

 

 

 

892,858

 

 

 

 

 

 

 

Allowance for credit losses

 

 

(97,591

)

 

 

 

 

 

 

 

 

(86,955

)

 

 

 

 

 

 

Total nonearning assets

 

 

913,935

 

 

 

 

 

 

 

 

 

1,058,777

 

 

 

 

 

 

 

Total assets

 

$

12,011,742

 

 

 

 

 

 

 

 

$

12,581,121

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Transaction deposits

 

$

804,122

 

 

$

2,002

 

 

 

0.99

%

 

$

958,008

 

 

$

442

 

 

 

0.18

%

Savings deposits

 

 

4,646,598

 

 

 

46,292

 

 

 

3.95

 

 

 

4,313,076

 

 

 

10,447

 

 

 

0.96

 

Time deposits

 

 

816,779

 

 

 

6,544

 

 

 

3.18

 

 

 

678,549

 

 

 

1,110

 

 

 

0.65

 

Short-term borrowings

 

 

4,937

 

 

 

49

 

 

 

3.94

 

 

 

6,979

 

 

 

36

 

 

 

2.05

 

Subordinated debt

 

 

86,077

 

 

 

1,030

 

 

 

4.75

 

 

 

86,020

 

 

 

1,030

 

 

 

4.75

 

Total interest-bearing liabilities

 

 

6,358,513

 

 

 

55,917

 

 

 

3.49

 

 

 

6,042,632

 

 

 

13,065

 

 

 

0.86

 

Interest-free funds:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Noninterest-bearing deposits

 

 

4,183,422

 

 

 

 

 

 

 

 

 

5,208,591

 

 

 

 

 

 

 

Interest payable and other liabilities

 

 

114,867

 

 

 

 

 

 

 

 

 

118,375

 

 

 

 

 

 

 

Stockholders’ equity

 

 

1,354,940

 

 

 

 

 

 

 

 

 

1,211,523

 

 

 

 

 

 

 

Total interest free funds

 

 

5,653,229

 

 

 

 

 

 

 

 

 

6,538,489

 

 

 

 

 

 

 

Total liabilities and stockholders’ equity

 

$

12,011,742

 

 

 

 

 

 

 

 

$

12,581,121

 

 

 

 

 

 

 

Net interest income

 

 

 

 

$

104,427

 

 

 

 

 

 

 

 

$

101,044

 

 

 

 

Net interest spread

 

 

 

 

 

 

 

 

2.24

%

 

 

 

 

 

 

 

 

3.07

%

Effect of interest free funds

 

 

 

 

 

 

 

 

1.49

%

 

 

 

 

 

 

 

 

0.41

%

Net interest margin

 

 

 

 

 

 

 

 

3.73

%

 

 

 

 

 

 

 

 

3.48

%

 

32


 

 

BANCFIRST CORPORATION

 

CONSOLIDATED AVERAGE BALANCE SHEETS AND INTEREST MARGIN ANALYSIS

 

(Unaudited)

 

Taxable Equivalent Basis

 

(Dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended September 30,

 

 

 

2023

 

 

2022

 

 

 

 

 

 

Interest

 

 

Average

 

 

 

 

 

Interest

 

 

Average

 

 

 

Average

 

 

Income/

 

 

Yield/

 

 

Average

 

 

Income/

 

 

Yield/

 

 

 

Balance

 

 

Expense

 

 

Rate

 

 

Balance

 

 

Expense

 

 

Rate

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans (1)

 

$

7,212,231

 

 

$

341,194

 

 

 

6.33

%

 

$

6,527,355

 

 

$

239,072

 

 

 

4.90

%

Debt securities – taxable

 

 

1,576,358

 

 

 

27,659

 

 

 

2.35

 

 

 

1,218,092

 

 

 

15,716

 

 

 

1.73

 

Debt securities – tax exempt

 

 

3,239

 

 

 

65

 

 

 

2.70

 

 

 

3,993

 

 

 

89

 

 

 

2.99

 

Federal funds sold and interest-bearing deposits with banks

 

 

2,362,174

 

 

 

87,879

 

 

 

4.97

 

 

 

3,582,533

 

 

 

29,482

 

 

 

1.10

 

Total earning assets

 

 

11,154,002

 

 

 

456,797

 

 

 

5.48

 

 

 

11,331,973

 

 

 

284,359

 

 

 

3.35

 

Nonearning assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and due from banks

 

 

205,269

 

 

 

 

 

 

 

 

 

271,060

 

 

 

 

 

 

 

Interest receivable and other assets

 

 

810,025

 

 

 

 

 

 

 

 

 

874,379

 

 

 

 

 

 

 

Allowance for credit losses

 

 

(95,614

)

 

 

 

 

 

 

 

 

(86,545

)

 

 

 

 

 

 

Total nonearning assets

 

 

919,680

 

 

 

 

 

 

 

 

 

1,058,894

 

 

 

 

 

 

 

Total assets

 

$

12,073,682

 

 

 

 

 

 

 

 

$

12,390,867

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Transaction deposits

 

$

859,301

 

 

$

5,271

 

 

 

0.82

%

 

$

959,261

 

 

$

846

 

 

 

0.12

%

Savings deposits

 

 

4,510,005

 

 

 

114,450

 

 

 

3.39

 

 

 

4,271,070

 

 

 

14,320

 

 

 

0.45

 

Time deposits

 

 

756,962

 

 

 

14,026

 

 

 

2.48

 

 

 

666,190

 

 

 

2,400

 

 

 

0.48

 

Short-term borrowings

 

 

7,324

 

 

 

261

 

 

 

4.76

 

 

 

5,401

 

 

 

49

 

 

 

1.21

 

Subordinated debt

 

 

86,063

 

 

 

3,091

 

 

 

4.80

 

 

 

86,006

 

 

 

3,091

 

 

 

4.81

 

Total interest-bearing liabilities

 

 

6,219,655

 

 

 

137,099

 

 

 

2.95

 

 

 

5,987,928

 

 

 

20,706

 

 

 

0.46

 

Interest-free funds:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Noninterest-bearing deposits

 

 

4,432,349

 

 

 

 

 

 

 

 

 

5,106,094

 

 

 

 

 

 

 

Interest payable and other liabilities

 

 

101,574

 

 

 

 

 

 

 

 

 

104,299

 

 

 

 

 

 

 

Stockholders’ equity

 

 

1,320,104

 

 

 

 

 

 

 

 

 

1,192,546

 

 

 

 

 

 

 

Total interest free funds

 

 

5,854,027

 

 

 

 

 

 

 

 

 

6,402,939

 

 

 

 

 

 

 

Total liabilities and stockholders’ equity

 

$

12,073,682

 

 

 

 

 

 

 

 

$

12,390,867

 

 

 

 

 

 

 

Net interest income

 

 

 

 

$

319,698

 

 

 

 

 

 

 

 

$

263,653

 

 

 

 

Net interest spread

 

 

 

 

 

 

 

 

2.53

%

 

 

 

 

 

 

 

 

2.89

%

Effect of interest free funds

 

 

 

 

 

 

 

 

1.30

%

 

 

 

 

 

 

 

 

0.22

%

Net interest margin

 

 

 

 

 

 

 

 

3.83

%

 

 

 

 

 

 

 

 

3.11

%

 

33


 

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
September 30,

 

 

Nine Months Ended
September 30,

 

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

Income Statement Data

 

 

 

 

 

 

 

 

 

 

 

 

Net interest income

 

$

104,308

 

 

$

100,947

 

 

$

319,390

 

 

$

263,321

 

Provision for credit losses

 

 

2,312

 

 

 

2,863

 

 

 

7,458

 

 

 

6,300

 

Securities transactions

 

 

(361

)

 

 

966

 

 

 

(464

)

 

 

(2,949

)

Total noninterest income

 

 

44,449

 

 

 

49,331

 

 

 

140,251

 

 

 

135,579

 

Salaries and employee benefits

 

 

50,200

 

 

 

47,741

 

 

 

149,255

 

 

 

136,957

 

Total noninterest expense

 

 

81,215

 

 

 

79,078

 

 

 

242,642

 

 

 

225,307

 

Net income

 

 

50,988

 

 

 

55,352

 

 

 

163,531

 

 

 

135,974

 

Per Common Share Data

 

 

 

 

 

 

 

 

 

 

 

 

Net income – basic

 

$

1.55

 

 

$

1.69

 

 

$

4.97

 

 

$

4.15

 

Net income – diluted

 

 

1.52

 

 

 

1.65

 

 

 

4.88

 

 

 

4.07

 

Cash dividends

 

 

0.43

 

 

 

0.40

 

 

 

1.23

 

 

 

1.12

 

Performance Data

 

 

 

 

 

 

 

 

 

 

 

 

Return on average assets

 

 

1.68

%

 

 

1.75

%

 

 

1.81

%

 

 

1.47

%

Return on average stockholders’ equity

 

 

14.93

 

 

 

18.13

 

 

 

16.56

 

 

 

15.24

 

Cash dividend payout ratio

 

 

27.74

 

 

 

23.67

 

 

 

24.75

 

 

 

26.99

 

Net interest spread

 

 

2.24

 

 

 

3.07

 

 

 

2.53

 

 

 

2.89

 

Net interest margin

 

 

3.73

 

 

 

3.48

 

 

 

3.83

 

 

 

3.11

 

Efficiency ratio

 

 

54.60

 

 

 

52.62

 

 

 

52.79

 

 

 

56.48

 

Net loan charge-offs

 

 

 

 

 

 

 

 

 

 

 

 

Net loan charge-offs to average loans

 

 

0.02

 

 

 

0.00

 

 

 

0.03

 

 

 

0.01

 

Net Interest Income

For the three months ended September 30, 2023, net interest income, which is the Company’s principal source of operating revenue, increased $3.4 million or 3.3% compared to the three months ended September 30, 2022. The increase was due to rising short-term interest rates and loan growth. Net interest margin is the ratio of taxable-equivalent net interest income to average earning assets for the period. As shown in the preceding table, the Company’s net interest margin for the third quarter of 2023 increased compared to the third quarter of 2022.

Net interest income for the nine months ended September 30, 2023 increased $56.1 million or 21.3% compared to the nine months ended September 30, 2022. Rising short term interest rates and loan growth contributed to the increase. As shown in the preceding table, the Company’s net interest margin for the nine months ended September 30, 2023 increased compared to the nine months ended September 30, 2022.

In March of 2022, the Federal Reserve began raising the federal funds rate in an effort to reduce inflation and slow the economy. The Company’s net interest income and net interest margin were impacted by the increases in interest rates.

Provision for Credit Losses

The provision for credit losses is presented in the preceding table. The Company establishes an allowance as an estimate of the expected credit losses in the loan portfolio at the balance sheet date. Management believes the allowance for credit losses is appropriate based upon management’s best estimate of expected losses within the existing loan portfolio. Should any of the factors considered by management in evaluating the appropriate level of the allowance for credit losses change, the Company’s estimate of expected credit losses could also change, which could affect the amount of future provisions for credit losses. Net loan charge-offs were $1.5 million for the third quarter of 2023, compared to net loan charge-offs of $80,000 for the third quarter of 2022. The rate of net charge-offs to average loans, as presented in the preceding table, continues to be at a low level.

The increased provision for credit losses for the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022 was due to loan growth. Net loan charge-offs were $2.4 million for the nine months ended September 30, 2023, compared to $436,000 for the same period of the prior year.

34


 

Noninterest Income

Noninterest income, as presented in the preceding table, decreased by $4.9 million for the third quarter of 2023 compared to the third quarter of 2022. The decrease in noninterest income was attributable to the reduction of interchange fees of approximately $5.4 million related to the impact of the Durbin Amendment as the Company exceeded $10 billion in total assets at December 31, 2022. Sweep account fees increased $2.4 million for the third quarter of 2023 compared to the third quarter of 2022 due to higher sweep account balances. Noninterest income for the third quarter of 2022 included $3.2 million in income from an equity interest received from a prior loan settlement, which was sold during the second quarter of 2023 at no gain.

Noninterest income included non-sufficient funds ("NSF") and overdraft fees totaling $7.4 million and $6.7 million for the three months ended September 30, 2023 and 2022, respectively. This represents 16.7% and 13.6% of the Company’s noninterest income for the respective periods. In addition, the Company had debit card interchange fees totaling $6.6 million and $12.6 million during the three months ended September 30, 2023 and 2022, respectively. This represents 14.9% and 25.5% of the Company’s noninterest income for the respective periods. The decrease in debit card interchange fees was due to the aforementioned impact of the Durbin Amendment.

Noninterest income grew by $4.7 million for the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022. The growth in noninterest income was mostly attributable to an increase in sweep account fees of $10.7 million due to increased sweep account balances, along with an increase in trust revenue and insurance commissions. In addition, the first nine months of 2022 included a loss of $4.0 million on the sale of $226 million of low yielding debt securities, which were subsequently reinvested at higher yielding debt securities. Noninterest income for the nine months ended September 30, 2022 included $8.8 million of income from an equity interest received from a prior loan settlement compared to $327,000 for nine months ended September 30, 2023. The equity interest was sold during the second quarter of 2023 at no gain. The Company earned $2.1 million on the sale of loans for the nine months ended September 30, 2023 compared to $3.9 million for the nine months ended September 30, 2022.

Noninterest income included non-sufficient fund fees totaling $20.5 million and $19.4 million during the nine months ended September 30, 2023 and 2022, respectively. This represents 14.6% and 14.3% of the Company’s noninterest income for the respective periods. In addition, the Company had debit card interchange fees totaling $31.0 million and $36.7 million during the nine months ended September 30, 2023 and 2022, respectively. This represents 22.1% and 27.1% of the Company’s noninterest income for the respective periods. The decrease in debit card interchange fees was due to the aforementioned impact of the Durbin Amendment.

The Company is subject to political pressures that could limit our ability to charge for NSF and overdraft fees. As of April 1, 2022, the Company lowered the rates charged on NSF and overdraft fees. The Company exceeded $10 billion in total assets at December 31, 2022. Pursuant to the Durbin Amendment of the Dodd-Frank Act, which took effect on July 1, 2023, based on current run rates, annual pretax income from debit card interchange fees would be reduced by approximately $23 million.

Noninterest Expense

Noninterest expense, as presented in the preceding table, increased by $2.1 million for third quarter of 2023 compared to the third quarter of 2022. Higher noninterest expenses in 2023 was primarily related to growth in salaries and employee benefits of $2.5 million.

For the nine months ended September 30, 2023, noninterest expense increased by $17.3 million compared to the nine months ended September 30, 2022. Higher noninterest expenses in 2023 was primarily related to growth in salaries and employee benefits of $12.3 million. In addition, noninterest expense was lower in the nine months ended September 30, 2022 due to a gain from the sale of the Company’s prior headquarters that was carried in other real estate owned which reduced noninterest expense by $3.1 million. The nine months ended September 30, 2022 also included a write down of an equity investment of $1.5 million.

 

Income Taxes

 

The Company’s effective tax rate was 21.8% for the third quarter of 2023, compared to 19.0% for the third quarter of 2022. The Company's adoption of ASU 2023-02 in the first quarter of 2023 increased income tax expense due to the amortization of $1.3 million of New Markets Tax Credits ("NMTC") to income tax expense during the period that would have previously been recorded to other expense, which increased the effective tax rate by 1.99%. The lower effective tax rate in 2022 was also driven by the exercising of stock options during the quarter.

 

The Company’s effective tax rate was 22.0% for the first nine months of 2023, compared to 18.7% for the first nine months of 2022. The Company's adoption of ASU 2023-02 in the first quarter of 2023 increased income tax expense due to the amortization of $3.5 million of NMTC to income tax expense during the period that would have previously been recorded to other expense, which increased the effective tax rate by 1.65%. Exercises of stock options contributed to the lower effective tax rate in 2022.

The primary reasons for the difference between the Company’s effective tax rate and the federal statutory rate were tax-exempt income, nondeductible amortization, federal and state tax credits and state tax expense.

35


 

 

FINANCIAL POSITION

 

BANCFIRST CORPORATION

 

SELECTED CONSOLIDATED FINANCIAL DATA

 

(Dollars in thousands, except per share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30, 2023

 

 

December 31, 2022

 

 

 

(unaudited)

 

 

 

 

Balance Sheet Data

 

 

 

 

 

 

Total assets

 

$

12,114,602

 

 

$

12,387,863

 

Total loans (net of unearned interest)

 

 

7,476,474

 

 

 

6,949,795

 

Allowance for credit losses

 

 

97,776

 

 

 

92,728

 

Debt securities

 

 

1,525,448

 

 

 

1,540,604

 

Deposits

 

 

10,534,171

 

 

 

10,974,228

 

Stockholders' equity

 

 

1,370,584

 

 

 

1,250,836

 

Book value per share

 

 

41.63

 

 

 

38.05

 

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

 

 

35.56

 

 

 

31.90

 

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

 

 

 

 

Stockholders' equity

 

$

1,370,584

 

 

$

1,250,836

 

Less goodwill

 

 

182,263

 

 

 

182,055

 

Less intangible assets, net

 

 

17,591

 

 

 

19,983

 

Tangible stockholders' equity (non-GAAP)

 

$

1,170,730

 

 

$

1,048,798

 

Common shares outstanding

 

 

32,921,393

 

 

 

32,875,560

 

Tangible book value per share (non-GAAP)

 

$

35.56

 

 

$

31.90

 

Selected Financial Ratios

 

 

 

 

 

 

Balance Sheet Ratios:

 

 

 

 

 

 

Average loans to deposits (year-to-date)

 

 

68.31

%

 

 

60.06

%

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

 

 

92.38

 

 

 

91.63

 

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

 

 

10.93

 

 

 

9.67

 

Asset Quality Data

 

 

 

 

 

 

Loans past due 90 days and still accruing

 

$

12,575

 

 

$

7,085

 

Nonaccrual loans (3)

 

 

16,676

 

 

 

15,299

 

Other real estate owned and repossessed assets

 

 

42,782

 

 

 

36,936

 

Asset Quality Ratios:

 

 

 

 

 

 

Nonaccrual loans to total loans

 

 

0.22

%

 

 

0.22

%

Allowance for credit losses to total loans

 

 

1.31

 

 

 

1.33

 

Allowance for credit losses to nonaccrual loans

 

 

586.34

 

 

 

606.10

 

(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.

 

(3) Government agencies guarantee approximately $5.7 million of nonaccrual loans at September 30, 2023.

 

Cash and Due from Banks, Federal Funds Sold and Interest-Bearing Deposits with Banks

The aggregate of cash and due from banks, federal funds sold and interest-bearing deposits with banks decreased by $828.1 million or 26.1% to $2.3 billion, from December 31, 2022 to September 30, 2023. The decrease was primarily due to the movement of some large commercial deposits into the Company's off-balance sheet sweep account product and loan growth. Sweep accounts were $4.0 billion at September 30, 2023, up $285.3 million from December 31, 2022.

Securities

 

At September 30, 2023, total debt securities decreased $15.2 million, or 1.0% compared to December 31, 2022. The size of the Company’s securities portfolio is determined by the Company’s liquidity and asset/liability management. The net unrealized loss on debt securities available for sale, before taxes, was $101.0 million at September 30, 2023, compared to a net unrealized loss of $93.7 million at December 31, 2022. These unrealized losses are included in the Company’s stockholders’ equity as accumulated other

36


 

comprehensive income, net of income tax, in the amounts of a loss of $77.2 million at September 30, 2023 and a loss of $71.6 million at December 31, 2022. During the nine months ended September 30, 2023, the Company purchased debt securities as shown in the consolidated statements of cash flow. The Company did not have any sales of debt securities during the nine months ended September 30, 2023. During the nine months ended September 30, 2022, the Company had a loss of $4.0 million on bonds resulting from the sale of $226 million of debt securities with an average yield of 0.16%, the proceeds of which were subsequently reinvested in $220 million of debt securities with an average yield of 1.86%. The Company also made two other purchases of debt securities in 2022. On January 10, 2022, the Company purchased United States Treasury Notes with $600 million par value at an average yield of 1.42% and an average maturity of 53 months. On August 25, 2022, the Company purchased United States Treasury Notes of $300 million par value with an average yield of 3.27% and an average maturity of 58 months.

 

See Note (3) of the Notes to Consolidated Financial Statements for disclosures regarding the Company’s Securities.

Loans

 

At September 30, 2023, total loans increased $526.7 million or 7.6% compared to December 31, 2022, as a result of internal loan growth. Of the total increase in loans, oil and gas loans made up the largest increase with $109.6 million, or 20.8% of the increase, and construction and development loans increasing $100.4 million, or 19.1%. At September 30, 2023, oil and gas loans comprise 7.7% of loans compared to 6.7% at December 31, 2022. The increase of internal loan growth was 79% from the Company's Oklahoma subsidiary BancFirst and 21% from the Company's Texas subsidiaries Pegasus and Worthington.

See Note (4) of the Notes to Consolidated Financial Statements for disclosures regarding the Company’s loan portfolio segments.

Allowance for Credit Losses

 

The allowance for credit losses to total loans was 1.31% at September 30, 2023, compared to 1.33% at December 31, 2022. The overall credit quality of the Company's loan portfolio has remained strong. If unforeseen adverse changes occur in the national or local economy, or in the credit markets, it would be reasonable to expect that the allowance for credit losses would increase in future periods.

Nonaccrual Loans

Nonaccrual loans totaled $16.7 million at September 30, 2023, compared to $15.3 million at December 31, 2022. The Company’s nonaccrual loans are primarily commercial real estate and commercial non-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 both interest and principal is in serious doubt. Interest income is not recognized until the principal balance is fully collected. However, if the full collection of the remaining principal balance is not in doubt, interest income is recognized on certain of these loans on a cash basis. Had nonaccrual loans performed in accordance with their original contractual terms, the Company would have recognized additional interest income of approximately $1.1 million for the nine months ended September 30, 2023 and $992,000 for the nine months ended September 30, 2022. Only a small amount of this interest is expected to be ultimately collected. Approximately $5.7 million of nonaccrual loans were guaranteed by government agencies at September 30, 2023.

The classification of a loan as nonaccrual does not necessarily indicate that loan principal and interest will ultimately be uncollectible; although, in an economic downturn, the Company’s experience has been that the level of collections declines. The above normal risk associated with nonaccrual loans has been considered in the determination of the allowance for credit losses. The level of nonaccrual loans and credit losses could rise over time as a result of adverse economic conditions. The allowance for credit losses as a percentage of nonaccrual loans is shown in the table above.

Modified Loans

As of January 1, 2023, the Company adopted ASU No. 2022-02, which eliminates the Troubled Debt Restructurings (“TDR”) recognition and measurement guidance and, instead, requires that the Company evaluate, based on the accounting for loan modifications, whether the modification represents a new loan or a continuation of an existing loan when a borrower is experiencing financial difficulty. The current and future financial effects of the recorded balance of loans considered to be modified during the period were not considered to be material. The recorded balance of modified loans was approximately $8.4 million during the period ended September 30, 2023.

Other Real Estate Owned and Repossessed Assets

Other real estate owned (OREO) and repossessed assets totaled $42.8 million at September 30, 2023, compared to $36.9 million at December 31, 2022. The Company has spent $4.2 million on OREO tenant improvement during the nine months ended September 30, 2023, which is the contributing factor to the increase. OREO consists of properties acquired through foreclosure proceedings or acceptance of a deed in lieu of foreclosure and premises held for sale. These properties are carried at the lower of the book values of the related loans or fair values based upon appraisals, less estimated costs to sell. Write-downs arising at the time of reclassification of such

37


 

properties from loans to OREO are charged directly to the allowance for credit losses. Any losses on bank premises designated to be sold are charged to operating expense at the time of transfer from premises to OREO. Decreases in values of properties subsequent to their classification as OREO are charged to operating expense.

OREO included a commercial real estate property recorded at $32.7 million at September 30, 2023 and $29.4 million at December 31, 2022. Rental income for this property is included in other noninterest income on the consolidated statements of comprehensive income. Operating expense for this property is included in net expense from OREO in other noninterest expense on the consolidated statements of comprehensive income.

This property had the following rental income and operating expenses for the periods presented.

 

 

 

Three Months Ended
September 30,

 

 

Nine Months Ended
September 30,

 

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

 

 

(Dollars in thousands)

 

Rental income

 

$

2,911

 

 

$

2,437

 

 

$

8,379

 

 

$

7,750

 

Operating expense

 

 

2,690

 

 

 

2,381

 

 

 

8,038

 

 

 

7,120

 

 

The Company's total rental income and operating expenses from OREO are presented in the following table:

 

 

Three Months Ended
September 30,

 

 

Nine Months Ended
September 30,

 

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

 

 

(Dollars in thousands)

 

Rental income

 

$

3,030

 

 

$

2,546

 

 

$

8,746

 

 

$

8,148

 

Operating expense

 

 

2,831

 

 

 

2,528

 

 

 

8,445

 

 

 

7,606

 

Intangible Assets, Goodwill and Other Assets

Identifiable intangible assets and goodwill totaled $199.9 million and $202.0 million at September 30, 2023 and December 31, 2022, respectively.

Other assets includes the cash surrender value of key-man life insurance policies totaling $84.0 million at September 30, 2023 and $82.7 million at December 31, 2022.

Derivative financial instruments consisting of oil and gas swaps and option contracts are included in other assets and totaled $21.7 million at September 30, 2023 and $20.7 million at December 31, 2022. These derivative financial instruments have increased due to the increase in oil and gas prices and customer activity. They require a daily margin to be posted, which fluctuates with oil and gas prices and customer activity. The Company had a margin asset included in other assets in the amount of $22.3 million at September 30, 2023 and $6.6 million at December 31, 2022. See Note (11) of the Notes to Consolidated Financial Statements for a complete discussion of the Company’s derivative financial instruments.

Equity securities are reported in other assets on the consolidated balance sheet. The Company invests in equity securities without readily determinable fair values. These equity 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. The balance of equity securities was $14.8 million at September 30, 2023 and $15.5 million at December 31, 2022. The Company reviews its portfolio of equity securities for impairment at least quarterly.

The balance of other assets included equity interests of previous borrowers in the oil and gas industry that were received through bankruptcy proceedings, which totaled $21.4 million at December 31, 2022. This equity interest was sold during the second quarter of 2023 resulting in a zero balance at September 30, 2023. Under the equity method, the carrying value of a bank’s investment in an investee is originally recorded at cost but is adjusted periodically to record as income the bank’s proportionate share of the investee’s earnings or losses and decreased by the amount of cash dividends or similar distributions received from the investee.

Low Income Housing and New Market Tax Credit Investments

During 2023, there have not been any material changes in the Company’s low income housing tax credit ("LIHTC") investments and NMTC investments, which are included in other assets on the Company’s consolidated balance sheet. The Company adopted ASU 2023-02 on January 1, 2023 and as of September 30, 2023 have recorded $26.1 million in other assets and other liabilities on the

38


 

consolidated balance sheet for unfunded LIHTC commitments. See Note (6) of the Notes to Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, for disclosures regarding these investments.

Liquidity and Funding

The Company’s principal source of liquidity and funding is its broad deposit base generated from customer relationships. The availability of deposits is affected by economic conditions, competition with other financial institutions and alternative investments available to customers. Through interest rates paid, service charge levels and services offered, the Company can affect its level of deposits to a limited extent. The level and maturity of funding necessary to support the Company’s lending and investment functions is determined through the Company’s asset/liability management process. The Company currently does not rely heavily on long-term borrowings and does not utilize brokered CDs. The Company maintains lines of credit from the Federal Home Loan Bank (“FHLB”), federal funds lines of credit with other banks and could also utilize the sale of loans, securities and liquidation of other assets as sources of liquidity and funding. Although the percent of cash and due from banks, interest-bearing deposits with banks and federal funds sold to total assets has decreased to 19.4% at September, 30. 2023, compared to 25.6% at December 31, 2022, the Company is still highly liquid. The decrease was primarily due to the movement of some large commercial deposits into the Company's off-balance sheet sweep account product and loan growth.

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, 2022.

Deposits

At September 30, 2023, deposits totaled $10.5 billion, a decrease of $440.1 million from December 31, 2022 as some large commercial deposits moved into the Company's off balance sheet sweep account product. The Company’s core deposits provide it with a stable, low-cost funding source. The Company’s core deposits as a percentage of total deposits were 97.3% at September 30, 2023 and 98.1% at December 31, 2022. Noninterest-bearing deposits to total deposits were 39.6% at September 30, 2023, compared to 45.1% at December 31, 2022. Competition for deposits has recently increased and available yields have similarly increased, causing non-interest bearing deposits to move to interest bearing deposits and off balance sheet sweep account products.

Off-balance sheet sweep accounts totaled $4.0 billion at September 30, 2023 compared to $3.7 billion at December 31, 2022. The Company's sweep accounts affected the balances of both cash and deposits.

Subordinated Debt

See Note (6) of the Notes to Consolidated Financial Statements for a complete discussion of the Company’s subordinated debt.

Short-Term Borrowings and Lines of Credit

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 $4.0 million at September 30, 2023, compared to $300,000 at December 31, 2022. The Company has several lines of credit it can use. At September 30, 2023, BancFirst had $793.2 million available on its line of credit from the FHLB of Topeka, Kansas and a $25.0 million line of credit with another financial institution that is an overnight federal funds facility. Worthington has a $10.5 million line of credit with another financial institution that is an overnight federal funds facility, a Federal Reserve discount window capacity of $27.5 million and a $76.4 million line of credit from the FHLB of Dallas, Texas.

Capital Resources

Stockholders’ equity totaled $1.4 billion at September 30, 2023, an increase of $119.7 million above December 31, 2022. In addition to net income of $163.5 million, other changes in stockholders’ equity during the nine months ended September 30, 2023 included $2.1 million related to common stock issuances for stock option exercises and $2.1 million related to stock-based compensation that were partially offset by $40.5 million in dividends, $1.8 million in the repurchase of company stock and a $5.6 million decrease in accumulated other comprehensive income. The Company’s leverage ratio and total risk-based capital ratios at September 30, 2023, were well in excess of the regulatory requirements.

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

Liquidity Risk and Off-Balance Sheet Arrangements

Other than changes in the Company's liquidity elsewhere disclosed in this discussion, there have not been any material changes in the Company’s liquidity risk and off-balance sheet arrangements 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, 2022.

 

39


 

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

There have been no significant changes in the Company’s disclosures regarding market risk since December 31, 2022, the date of its most recent annual report to stockholders.

 

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures. Pursuant to Rule 13a-15 of the Securities Exchange Act of 1934 (the “Exchange Act”), 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 Director of Financial Reporting, have evaluated, as of the last day of the period covered by this report, the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act). 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.

Changes in Internal Control Over Financial Reporting. During the period to which this report relates, there have not been any changes in the Company’s internal controls over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, such controls.

40


 

PART II – OTHER INFORMATION

 

 

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.

The following represents a material change in our risk factors from those disclosed in Part I – “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

Recent negative developments in the banking industry could adversely affect our financial condition and results of operations.

The recent bank failures and related negative media attention have generated significant market trading volatility among publicly traded bank holding companies and, in particular, regional, as well as community banks like the Company. These developments have negatively impacted customer confidence in regional and community banks that are not considered too big to fail, which has prompted customers to move uninsured deposits to banks that are perceived as too big to fail. Further, competition for deposits has recently increased and available yields have similarly increased, causing non-interest bearing deposits to move to interest bearing deposits and sweeps. If such movement is permanent, it will reduce our net interest margin going forward. The financial impact on the Company of ongoing market volatility, continued inflation and rising interest rates will depend on future developments which are highly uncertain and difficult to predict.

 

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

 

The following table provides information with respect to purchases made by or on behalf of the Company or any “affiliated purchaser” (as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934), of the Company’s common stock during the three months ended September 30, 2023.

 

 

 

 

 

 

 

 

 

 

 

 

Maximum

 

 

 

 

 

 

 

 

 

 

(1

)

 

Number of Shares

 

 

 

 

 

 

 

 

 

Total Number of

 

 

That May Yet Be

 

 

 

 

 

 

 

 

 

Shares Purchased

 

 

Purchased Under

 

 

 

Total Number of

 

 

Average Price

 

 

as Part of Publicly

 

 

the Plan at the

 

Period

 

Shares Purchased

 

 

Paid Per Share

 

 

Announced Plan

 

 

End of the Period

 

July 1, 2023 to July 31, 2023

 

 

 

 

$

 

 

 

 

 

 

500,486

 

August 1, 2023 to August 31, 2023

 

 

 

 

 

 

 

 

 

 

 

500,486

 

September 1, 2023 to September 30, 2023

 

 

20,702

 

 

 

87.88

 

 

 

20,702

 

 

 

479,784

 

 

(1) In November 1999, the Company adopted the Stock Repurchase Program (the “SRP”), as a means to increase earnings per share and return on equity. In addition, the SRP may be used 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. The timing, price and amount of stock repurchases under the SRP are determined by management and subject to approval by the Company’s Executive Committee.

 

Item 3. Defaults Upon Senior Securities.

None.

 

Item 4. Mine Safety Disclosures.

None.

 

Item 5. Other Information.

None.

41


 

Item 6. Exhibits.

Exhibit
Number

 

Exhibit

3.1

 

Amended and Restated By-Laws of BancFirst Corporation (filed as Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the Quarter Ended March 31, 2023 and incorporated herein by reference).

 

 

 

3.2

 

Restated Certificate of Incorporation of BancFirst Corporation dated August 5, 2021 (filed as Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q for the Quarter Ended June 30, 2021 and incorporated herein by reference).

 

 

 

10.1

 

BancFirst Corporation 2023 Restricted Stock Unit Plan (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K dated May 25, 2023 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*

 

Inline XBRL Instance Document - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

 

 

 

101.SCH*

 

Inline XBRL Taxonomy Extension Schema Document.

 

 

 

101.CAL*

 

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

 

 

 

101.DEF*

 

Inline XBRL Taxonomy Extension Definition Linkbase Document.

 

101.LAB*

 

Inline XBRL Taxonomy Extension Label Linkbase Document.

 

 

 

101.PRE*

 

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

 

 

 

104*

 

Cover page Interactive Data File (formatted as Inline XBRL and contained within the Inline XBRL Instance Document in Exhibit 101)

 

* Filed herewith.

** This exhibit is furnished herewith and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act.

 

 

42


 

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: November 6, 2023

 

/s/ David Harlow

 

 

David Harlow

 

 

President

 

 

Chief Executive Officer

 

 

(Principal Executive Officer)

 

 

 

Date: November 6, 2023

 

/s/ Kevin Lawrence

 

 

Kevin Lawrence

 

 

Executive Vice President

 

 

Chief Financial Officer

 

 

(Principal Financial Officer)

 

43