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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 2002
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ____________ to __________________
Commission File Number 0-14384
BancFirst Corporation
(Exact name of registrant as specified in charter)
Oklahoma 73-1221379
(State or other Jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
101 N. Broadway, Oklahoma City, Oklahoma
73102-8401
(Address of principal executive offices)
(Zip Code)
(405) 270-1086
(Registrant's telephone number, including area code)
__________________________________________________________
(Former name, former address and former fiscal
year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No _____.
-----
As of July 31, 2002 there were 8,104,710 shares of the registrant's
Common Stock outstanding.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
BANCFIRST CORPORATION
CONSOLIDATED BALANCE SHEET
(Unaudited)
(Dollars in thousands)
June 30, December 31,
-----------------------------
2002 2001 2001
------------ ------------ -----------
ASSETS
Cash and due from banks $ 143,488 $ 146,410 $ 152,577
Interest-bearing deposits with banks 5,271 1,560 12,528
Federal funds sold 112,000 174,000 208,000
Securities (market value: $569,679, and $553,191, and $545,950,
respectively) 567,466 551,085 544,291
Loans:
Total loans (net of unearned interest) 1,761,158 1,670,877 1,717,433
Allowance for loan losses (24,730) (24,998) (24,531)
------------ ------------ -----------
Loans, net 1,736,428 1,645,879 1,692,902
Premises and equipment, net 61,832 60,308 61,642
Other real estate owned 3,322 2,076 2,132
Intangible assets, net 21,897 23,561 22,149
Accrued interest receivable 23,212 26,953 22,012
Other assets 38,515 35,297 38,812
------------ ------------ -----------
Total assets $ 2,713,431 $ 2,667,129 $ 2,757,045
============ ============ ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
Noninterest-bearing $ 565,617 $ 511,745 $ 599,108
Interest-bearing 1,801,916 1,823,267 1,802,220
------------ ------------ -----------
Total deposits 2,367,533 2,335,012 2,401,328
Short-term borrowings 28,941 38,219 52,091
Long-term borrowings 32,705 26,523 24,090
9.65% Capital Securities 25,000 25,000 25,000
Accrued interest payable 6,420 10,632 9,391
Other liabilities 19,306 20,960 19,837
Minority interest 2,187 1,925 2,140
------------ ------------ -----------
Total liabilities 2,482,092 2,458,271 2,533,877
------------ ------------ -----------
Commitments and contingent liabilities
Stockholders' equity:
Common stock, $1.00 par (shares issued: 8,101,504, 8,242,665 and
8,260,099, respectively) 8,100 8,243 8,260
Capital surplus 57,752 56,827 57,412
Retained earnings 154,873 137,421 148,306
Accumulated other comprehensive income 10,614 6,367 9,190
------------ ------------ -----------
Total stockholders' equity 231,339 208,858 223,168
------------ ------------ -----------
Total liabilities and stockholders' equity $ 2,713,431 $ 2,667,129 $ 2,757,045
============ ============ ===========
See accompanying notes to consolidated financial statements.
2
BANCFIRST CORPORATION
CONSOLIDATED STATEMENT OF INCOME
(Unaudited)
(Dollars in thousands, except per share data)
Three Months Ended Six Months Ended
June 30, June 30,
--------------------- ---------------------
2002 2001 2002 2001
-------- -------- -------- --------
INTEREST INCOME
Loans, including fees $ 31,298 $ 37,030 $ 63,204 $ 75,231
Securities:
Taxable 6,925 7,522 13,983 15,214
Tax-exempt 488 565 993 1,172
Federal funds sold 645 2,237 1,252 3,875
Interest-bearing deposits with banks 47 62 110 104
-------- -------- --------- ------------
Total interest income 39,403 47,416 79,542 95,596
-------- -------- --------- ------------
INTEREST EXPENSE
Deposits 11,014 19,550 23,188 40,109
Short-term borrowings 181 450 342 912
Long-term borrowings 495 415 929 822
9.65% Capital Securities 611 611 1,223 1,223
-------- ------- -------- --------
Total interest expense 12,301 21,026 25,682 43,066
-------- -------- -------- --------
Net interest income 27,102 26,390 53,860 52,530
Provision for loan losses 1,396 480 2,359 812
-------- -------- -------- --------
Net interest income after provision
for loan losses 25,706 25,910 51,501 51,718
-------- -------- -------- --------
NONINTEREST INCOME
Trust revenue 1,040 801 2,099 1,759
Service charges on deposits 6,541 4,967 11,886 9,391
Securities transactions -- 13 -- 12
Income from sales of loans 294 155 515 344
Other 3,544 3,244 6,948 6,080
-------- -------- -------- --------
Total noninterest income 11,419 9,180 21,448 17,586
-------- -------- -------- --------
NONINTEREST EXPENSE
Salaries and employee benefits 14,151 13,721 28,056 26,785
Occupancy and fixed assets expense, net 1,332 1,365 2,682 2,925
Depreciation 1,323 1,300 2,578 2,565
Amortization of intangible assets 146 133 307 266
Amortization of goodwill -- 560 -- 1,229
Data processing services 527 523 1,040 1,050
Net expense from other real estate owned 177 155 242 133
Other 7,123 6,441 13,504 12,406
-------- -------- -------- --------
Total noninterest expense 24,779 24,198 48,409 47,359
-------- -------- -------- --------
Income before taxes 12,346 10,892 24,540 21,945
Income tax expense (3,960) (3,857) (8,232) (7,759)
-------- -------- -------- --------
Net income 8,386 7,035 16,308 14,186
Other comprehensive income, net of tax:
Unrealized gains (losses) on securities 4,948 287 1,424 4,837
-------- -------- -------- --------
Comprehensive income $ 13,334 $ 7,322 $ 17,732 $ 19,023
======== ======== ======== ========
NET INCOME PER COMMON SHARE
Basic $ 1.03 $ 0.85 $ 2.00 $ 1.71
======== ======== ======== ========
Diluted $ 1.02 $ 0.84 $ 1.97 $ 1.69
======== ======== ======== ========
See accompanying notes to consolidated financial statements.
3
BANCFIRST CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
Six Months Ended
June 30,
-----------------------
2002 2001
---------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES $ 17,297 $ 18,513
---------- -----------
INVESTING ACTIVITIES
Net cash and due from banks used for acquisitions and divestitures - (4,856)
Purchases of securities:
Held for investment (2,768) (1,913)
Available for sale (77,863) (93,068)
Maturities of securities:
Held for investment 12,820 11,606
Available for sale 46,196 83,137
Proceeds from sales and calls of securities:
Held for investment 280 8,806
Available for sale 219 20,080
Net (increase) decrease in federal funds sold 96,000 (108,100)
Purchases of loans (10,217) (326)
Proceeds from sales of loans 55,942 60,969
Net other increase in loans (94,374) (68,612)
Purchases of premises and equipment (5,463) (5,887)
Proceeds from the sale of other real estate owned and repossessed assets 1,973 2,308
Other, net 1,504 814
---------- ----------
Net cash provided (used) by investing activities 24,249 (95,042)
---------- ----------
FINANCING ACTIVITIES
Net increase (decrease) in demand, transaction and savings deposits 33,110 (9,125)
Net increase (decrease) in certificates of deposits (66,905) 76,740
Net increase (decrease) in short-term borrowings (23,150) 927
Net increase (decrease) in long-term borrowings 8,615 (90)
Issuance of common stock 356 694
Acquisition of common stock (6,824) (4,702)
Cash dividends paid (3,094) (3,063)
---------- ----------
Net cash provided by financing activities (57,892) 61,381
---------- ----------
Net decrease in cash and due from banks (16,346) (15,148)
Cash and due from banks at the beginning of the period 165,105 163,118
---------- ----------
Cash and due from banks at the end of the period $ 148,759 $ 147,970
========== ==========
SUPPLEMENTAL DISCLOSURE
Cash paid during the period for interest $ 28,653 $ 42,736
========== ==========
Cash paid during the period for income taxes $ 8,102 $ 7,743
========== ==========
See accompanying notes to consolidated financial statements.
4
BANCFIRST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollars in thousands, except per share data)
(1) GENERAL
The accompanying consolidated financial statements include the accounts of
BancFirst Corporation, BFC Capital Trust I, Century Life Assurance Company,
Council Oak Capital, Inc., Council Oak Partners, LLC, and BancFirst and its
subsidiaries. All significant intercompany accounts and transactions have been
eliminated. Assets held in a fiduciary or agency capacity are not assets of the
Company and, accordingly, are not included in the consolidated financial
statements.
The unaudited interim financial statements contained herein reflect all
adjustments which are, in the opinion of management, necessary to provide a fair
statement of the financial position and results of operations of the Company for
the interim periods presented. All such adjustments are of a normal and
recurring nature. There have been no significant changes in the accounting
policies of the Company since December 31, 2001, the date of the most recent
annual report. Certain amounts in the 2001 financial statements have been
reclassified to conform to the 2002 presentation.
The preparation of financial statements in conformity with generally
accepted accounting principles inherently involves the use of estimates and
assumptions that affect the amounts reported in the financial statements and the
related disclosures. Such estimates and assumptions may change over time and
actual amounts may differ from those reported.
(2) RECENT ACCOUNTING PRONOUNCEMENTS
In June 2001, the FASB issued Statement of Financial Accounting Standards
No. 141, "Business Combinations". This Statement is effective for all business
combinations initiated after June 30, 2001, and requires that all business
combinations be accounted for using the purchase method. Also in June 2001, the
FASB issued Statement of Financial Accounting Standards No. 142, "Goodwill and
Other Intangible Assets". Statement 142 requires that, for fiscal years
beginning after December 15, 2001, goodwill and other indefinite-lived
intangible assets already recognized in an entity's financial statements no
longer be amortized, and that goodwill and other indefinite-lived intangible
assets acquired after June 30, 2001 not be amortized. Instead, goodwill and
other indefinite-lived intangible assets will be tested at least annually for
impairment by comparing the fair value of those assets with their recorded
amounts. Any impairment losses will be reported in the entity's income
statement. The adoption of Statement 142 had a material effect on the
consolidated financial statements of the Company by eliminating goodwill
amortization from its income statement and from the calculations of net income
per share. The Company did not recognize any impairment charges from the
adoption of Statement 142. See note (7) for more information regarding
intangible assets and goodwill.
In June 2001, the FASB issued Statement of Financial Accounting Standards
No. 143, "Accounting for Asset Retirement Obligations". This Statement is
effective for financial statements issued for fiscal years beginning after June
15, 2002. Statement 143 requires that the fair value of a liability for an asset
retirement obligation be recognized in the period in which it is incurred if a
reasonable estimate of fair value can be made. The associated asset retirement
costs are capitalized as part of the carrying amount of the long-lived asset.
The Company does not expect the adoption of this standard to have a material
effect on the Company's consolidated financial statements.
In August 2001, the FASB issued Statement of Financial Accounting
Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived
Assets". This Statement is effective for fiscal years beginning after December
15, 2001, and replaces Statement of Financial Accounting Standards No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of" and also replaces the provisions of Accounting Principles Board
Opinion No. 30, "Reporting Results of Operations - Reporting the Effects of
Disposal of a Segment of a Business", for disposals of segments of a business.
Statement 144 requires that long-lived assets to be disposed of by sale be
measured at the lower of carrying amount or fair value less cost to sell,
whether reported in continuing operations or in discontinued operations.
Statement 144 also broadens the reporting of discontinued operations to include
all components of an entity with operations that can be distinguished from the
rest of the ongoing operations of the entity. Since the provisions of this
Statement are to be applied prospectively, the adoption of this new standard did
not have a material effect on the Company's consolidated financial statements.
5
(3) RECENT DEVELOPMENTS; MERGERS, ACQUISITIONS AND DISPOSALS
In January 2001, BancFirst Corporation completed the acquisition of 75% of
the outstanding common stock of Century Life Assurance Company ("Century Life")
from Pickard Limited Partnership, a Rainbolt family partnership. Century Life
underwrites credit life insurance, credit accident and health insurance, and
ordinary life insurance. The Rainbolt family is the largest shareholder of
BancFirst Corporation and two members of the family are the Chairman and the CEO
of BancFirst Corporation. The purchase price was $5,429. At December 31, 2000,
Century Life had total assets of $22,964 and total stockholders' equity of
$6,956. The acquisition was accounted for as a book value purchase. Accordingly,
the acquisition was recorded based on the book value of Century Life and the
effects of the acquisition are included in the Company's consolidated financial
statements from the date of the acquisition forward. The acquisition did not
have a material effect on the results of operations of the Company for 2001.
(4)SECURITIES
The table below summarizes securities held for investment and securities
available for sale.
June 30, December 31,
----------------------
2002 2001 2001
---------- ----------- -----------
Held for investment at cost (market value; $63,673
$92,834 and $73,535, respectively) $ 61,460 $ 90,728 $ 71,876
Available for sale, at market value 506,006 460,357 472,415
---------- ----------- -----------
Total $567,466 $551,085 $544,291
========== =========== ===========
(5) LOANS AND ALLOWANCE FOR LOAN LOSSES
The following is a schedule of loans outstanding by category:
June 30, December 31
---------------------------------------------------- -----------------------
2002 2001 2001
------------------------- ----------------------- -----------------------
Amount Percent Amount Percent Amount Percent
------------ ----------- ----------- --------- ----------- ----------
Commercial and industrial $ 360,181 20.45% $ 383,475 22.95% $ 396,409 23.08%
Agriculture 85,285 4.84 84,446 5.05 96,016 5.59
State and political subdivisions:
Taxable 148 0.01 36 -- 152 0.01
Tax-exempt 18,479 1.05 19,507 1.17 17,602 1.02
Real Estate:
Construction 114,929 6.53 84,389 5.05 84,445 4.92
Farmland 62,010 3.52 59,580 3.57 58,080 3.38
One to four family residences 394,768 22.42 376,594 22.54 383,793 22.34
Multifamily residential properties 16,418 0.93 15,630 0.94 15,906 0.93
Commercial 393,452 22.34 330,912 19.80 358,363 20.87
Consumer 266,692 15.14 275,759 16.50 271,475 15.81
Other 48,796 2.77 40,549 2.43 35,192 2.05
------------ ----------- ----------- -------- ----------- ---------
Total loans $1,761,158 100.00% $1,670,877 100.00% $1,717,433 100.00%
============ =========== =========== ======== =========== =========
Loans held for sale (included above) $ 7,283 $ 8,782 $ 10,955
============ =========== ===========
The Company's loans are mostly to customers within Oklahoma and over half
of the loans are secured by real estate. Credit risk on loans is managed through
limits on amounts loaned to individual borrowers, underwriting standards and
loan monitoring procedures. The amounts and types of collateral obtained to
secure loans are based upon the Company's underwriting standards and
management's credit evaluation. Collateral varies, but may include real estate,
equipment, accounts receivable, inventory, livestock and securities. The
Company's interest in collateral is secured through filing mortgages and liens,
and in some cases, by possession of the collateral. The amount of estimated loss
due to credit risk in the Company's loan portfolio is provided for in the
allowance for loan losses. The amount of the allowance required to
6
provide for all existing losses in the loan portfolio is an estimate based upon
evaluations of loans, appraisals of collateral and other estimates which are
subject to rapid change due to changing economic conditions and the economic
prospects of borrowers. It is reasonably possible that a material change could
occur in the estimated allowance for loan losses in the near term.
Changes in the allowance for loan losses are summarized as follows:
Three Months Ended Six Months Ended June
June 30, 30,
----------------------- ------------------------
2002 2001 2002 2001
----------- ---------- ---------- ------------
Balance at beginning of period $ 24,058 $ 25,321 $ 24,531 $ 25,380
----------- ---------- ---------- -----------
Charge-offs (1,031) (988) (2,741) (1,631)
Recoveries 307 185 581 437
----------- ---------- ---------- -----------
Net charge-offs (724) (803) (2,160) (1,194)
----------- ---------- ---------- -----------
Provisions charged to operations 1,396 480 2,359 812
----------- ---------- ---------- -----------
Balance at end of period $ 24,730 $ 24,998 $ 24,730 $ 24,998
=========== ========== ========== ===========
The net charge-offs by category are summarized as follows:
Three Months Ended Six Months Ended June
June 30, 30,
------------------------ -----------------------
2002 2001 2002 2001
----------- ---------- ---------- -----------
Commercial, financial and other $ 314 $ 288 $ 981 $ 425
Real estate - construction -- -- 15 --
Real estate - mortgage 26 55 289 22
Consumer 384 460 875 747
----------- ---------- ---------- -----------
Total $ 724 $ 803 $ 2,160 $ 1,194
=========== ========== ========== ===========
(6) NONPERFORMING AND RESTRUCTURED ASSETS
Below is a summary of nonperforming and restructured assets:
June 30, December 31,
----------------------------
2002 2001 2001
------------- ------------- -------------
Past due over 90 days and still accruing $ 796 $ 2,862 $ 1,742
Nonaccrual 13,806 8,172 10,225
Restructured 1,011 746 1,348
------------- ------------- -------------
Total nonperforming and restructured loans 15,613 11,780 13,315
Other real estate owned and repossessed assets 3,718 2,698 2,699
------------- -------------- -------------
Total nonperforming and restructured assets $ 19,331 $ 14,478 $ 16,014
============= ============= =============
Nonperforming and restructured loans to total loans 0.89% 0.71% 0.78%
============= ============= =============
Nonperforming and restructured assets to total assets 0.71% 0.54% 0.58%
============= ============= =============
7
(7) INTANGIBLE ASSETS AND GOODWILL
The Company adopted Statement of Financial Accounting Standards No. 142,
"Goodwill and Other Intangible Assets" effective January 1, 2002. All intangible
assets and goodwill were reassessed and reviewed for impairment as of that date.
No changes were made to the estimated useful lives of intangible assets and no
impairment charges were recognized from the adoption of this statement.
The following is a summary of intangible assets:
June 30, December 31,
-------------------------------------------------------
2002 2001 2001
--------------------------- -------------------------- --------------------------
Gross Gross Gross
Carrying Accumulated Carrying Accumulated Carrying Accumulated
Amount Amortization Amount Amortization Amount Amortization
----------- -------------- ----------- -------------- ---------- --------------
Core deposit intangibles $ 4,552 $ 2,891 $ 4,552 $ 2,374 $ 4,552 $ 2,641
Trademarks 20 18 20 16 20 17
----------- -------------- ----------- -------------- ---------- --------------
Total $ 4,572 $ 2,909 $ 4,572 $ 2,390 $ 4,572 $ 2,658
=========== ============== =========== ============== ========== ==============
Amortization of intangible assets and estimated amortization of intangible
assets are as follows:
Amortization:
Three months ended June 30, 2002 $ 146
Three months ended June 30, 2001 133
Six months ended June 30, 2002 307
Six months ended June 30, 2001 266
Year ended December 31, 2001 649
Estimated Amortization:
Year ended December 31,
2002 $ 600
2003 511
2004 310
2005 292
2006 255
8
The following is a summary of goodwill:
Other Executive,
Metropolitan Community Financial Operations Elimin- Consol-
Banks Banks Services & Support ations idated
--------------- -------------- ------------ -------------- ------------ -----------
Three Months Ended:
June 30, 2002
Balance at beginning and
end of period $ 7,144 $ 12,561 $ -- $ 1,713 $ (1,183) $ 20,235
============== ============== ========== ============= ===========
June 30, 2001
Balance at beginning of period $ 7,684 $ 13,420 $ -- $ 2,032 $ (1,183) $ 21,956
Amortization (186) (165) -- (222) 13 (560)
Reclassification -- -- -- -- (13) (13)
-------------- -------------- ---------- ------------- -----------
Balance at end of period $ 7,498 $ 13,255 $ -- $ 1,810 (1,183) $ 21,380
============== ============== ========== ============= ===========
Six Months Ended:
June 30, 2002
Balance at beginning and
end of period $ 7,144 $ 12,561 $ -- $ 1,713 $ (1,183) $ 20,235
============== ============== ========== ============= ===========
June 30, 2001
Balance at beginning of period $ 7,871 $ 13,782 $ -- $ 2,234 $ (1,183) $ 22,704
Amortization (373) (453) -- (424) 21 (1,229)
Branch closing -- (74) -- -- -- (74)
Reclassification -- -- -- -- (21) (21)
-------------- -------------- ---------- ------------- -----------
Balance at end of period $ 7,498 $ 13,255 $ -- $ 1,810 (1,183) $ 21,380
============== ============== ========== ============= ===========
9
A reconciliation of reported net income to adjusted net income, and the
related per share amounts, is as follows:
Three Months Ended Six Months Ended June
June 30, 30,
------------------------ ------------------------
2002 2001 2002 2001
------------ ----------- ----------- ------------
Net Income:
Reported net income $ 8,386 $ 7,035 $ 16,308 $ 14,186
Goodwill amortization -- 471 -- 1,034
Equity method goodwill amortization -- 7 -- 7
------------ ----------- ----------- ------------
Adjusted net income $ 8,386 $ 7,513 $ 16,308 $ 15,220
============ =========== =========== ============
Net Income Per Common Share:
Basic
Reported net income $ 1.03 $ 0.85 $ 2.00 $ 1.71
Goodwill amortization -- 0.06 -- 0.13
Equity method goodwill amortization -- -- -- --
------------ ----------- ----------- ------------
Adjusted net income $ 1.03 $ 0.91 $ 2.00 $ 1.84
============ =========== =========== ============
Diluted
Reported net income $ 1.02 $ 0.84 $ 1.97 $ 1.69
Goodwill amortization -- 0.06 -- 0.12
Equity method goodwill amortization -- -- -- --
------------ ----------- ----------- ------------
Adjusted net income $ 1.02 $ 0.90 $ 1.97 $ 1.81
============ =========== =========== ============
(8) CAPITAL
The Company is subject to risk-based capital guidelines issued by the
Board of Governors of the Federal Reserve System. These guidelines are used to
evaluate capital adequacy and involve both quantitative and qualitative
evaluations of the Company's assets, liabilities, and certain off-balance-sheet
items calculated under regulatory practices. Failure to meet the minimum capital
requirements can initiate certain mandatory or discretionary actions by the
regulatory agencies that could have a direct material effect on the Company's
financial statements. The required minimums and the Company's respective ratios
are shown below.
Minimum June 30, December 31,
-----------------------------------
Required 2002 2001 2001
--------------- ----------------- ----------------- -----------------
Tier 1 capital $ 223,339 $ 203,869 $ 216,832
Total capital $ 249,127 $ 227,811 $ 241,862
Risk-adjusted assets $ 1,983,979 $ 1,867,144 $ 1,955,789
Leverage ratio 3.00% 8.32% 7.71% 7.93%
Tier 1 capital ratio 4.00% 11.28% 10.92% 11.09%
Total capital ratio 8.00% 12.56% 12.20% 12.37%
To be "well capitalized" under federal bank regulatory agency definitions,
a depository institution must have a leverage ratio of at least 5%, a Tier 1
ratio of at least 6%, and a combined total capital ratio of at least 10%. As of
June 30, 2002 and 2001, and December 31, 2001, BancFirst was considered to be
"well capitalized". There are no conditions or events since the most recent
notification of BancFirst's capital category that management believes would
change its category.
(9) STOCK REPURCHASE PLAN
In November 1999, the Company adopted a new Stock Repurchase Program (the
"SRP") authorizing management to repurchase up to 300,000 shares of the
Company's common stock. In May 2001, the SRP was amended to increase the shares
authorized to be repurchased by 277,916 shares. The SRP may be used as a means
to increase earnings per share and return on equity, to purchase treasury stock
for the exercise of stock options or for distributions under the Deferred Stock
10
Compensation Plan, to provide liquidity for optionees to dispose of stock from
exercises of their stock options, and to provide liquidity for shareholders
wishing to sell their stock. The timing, price and amount of stock repurchases
under the SRP may be determined by management and must be approved by the
Company's Executive Committee. At June 30, 2002 there were 117,735 shares
remaining that could be repurchased under the SRP. Below is a summary of the
shares repurchased under the program.
Three Months Ended Six Months Ended
June 30, June 30,
--------------------------- --------------------------
2002 2001 2002 2001
------------- ------------- ------------ ------------
Number of shares repurchased 71,600 89,786 176,500 119,519
Average price of shares repurchased $ 42.62 $ 39.13 $ 38.66 $ 39.34
(10) COMPREHENSIVE INCOME
The only component of comprehensive income reported by the Company is the
unrealized gain or loss on securities available for sale. The amount of this
unrealized gain or loss, net of tax, has been presented in the statement of
income for each period as a component of other comprehensive income. Below is a
summary of the tax effects of this unrealized gain or loss.
Three Months Ended Six Months Ended
June 30, June 30,
--------------------------- --------------------------
2002 2001 2002 2001
------------- ------------- ------------ ------------
Unrealized gain (loss) during the period:
Before-tax amount $ 7,448 $ 373 $ 2,245 $ 6,824
Tax (expense) benefit (2,500) (86) (821) (1,987)
------------- ------------- ------------ ------------
Net-of-tax amount $ 4,948 $ 287 $ 1,424 $ 4,837
============= ============= ============ ============
The amount of unrealized gain or loss included in accumulated other
comprehensive income is summarized below.
Three Months Ended Six Months Ended
June 30, June 30,
------------- ------------- --------------------------
2002 2001 2002 2001
------------- ------------- ------------ ------------
Unrealized gain (loss) on securities:
Beginning balance $ 5,666 $ 6,080 $ 9,190 $ 1,530
Current period change 4,948 287 1,424 4,837
------------- ------------- ------------ ------------
Ending balance $ 10,614 $ 6,367 $ 10,614 $ 6,367
============= ============= ============ ============
11
(11) NET INCOME PER COMMON SHARE
Basic and diluted net income per common share are calculated as follows:
Income Shares Per Share
(Numerator) (Denominator) Amount
------------ --------------- -----------
Three Months Ended June 30, 2002
--------------------------------
Basic
Income available to common stockholders $ 8,386 8,112,475 $ 1.03
=============
Effect of stock options -- 121,819
------------ -------------
Diluted
Income available to common stockholders
plus assumed exercises of stock options $ 8,386 8,234,294 $ 1.02
============ ============= ============
Three Months Ended June 30, 2001
--------------------------------
Basic
Income available to common stockholders $ 7,035 8,274,536 $ 0.85
============
Effect of stock options -- 101,405
------------ -------------
Diluted
Income available to common stockholders
plus assumed exercises of stock options $ 7,035 8,375,941 $ 0.84
============ ============= ============
Six Months Ended June 30, 2002
------------------------------
Basic
Income available to common stockholders $ 16,308 8,157,000 $ 2.00
============
Effect of stock options -- 102,943
------------ -------------
Diluted
Income available to common stockholders
plus assumed exercises of stock options $ 16,308 8,259,943 $ 1.97
============ ============= ============
Six Months Ended June 30, 2001
------------------------------
Basic
Income available to common stockholders $ 14,186 8,298,154 $ 1.71
============
Effect of stock options -- 105,230
------------ ---------------
Diluted
Income available to common stockholders
plus assumed exercises of stock options $ 14,186 8,403,384 $ 1.69
============ =============== ============
Below is the number and average exercise prices of options that were
excluded from the computation of diluted net income per share for each period
because the options' exercise prices were greater than the average market price
of the common shares.
Average
Exercise
Shares Price
---------- ------------
Three Months Ended June 30, 2002 3,956 $ 43.52
Three Months Ended June 30, 2001 10,440 $ 40.01
Six Months Ended June 30, 2002 38,425 $ 40.17
Six Months Ended June 30, 2001 10,221 $ 40.01
12
(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 four principal business units are metropolitan banks,
community banks, other financial services, and executive, operations and
support. Metropolitan and community banks offer traditional banking products
such as commercial and retail lending, and a full line of deposit accounts.
Metropolitan banks consist of banking locations in the metropolitan Oklahoma
City and Tulsa areas. Community banks consist of banking locations in
communities throughout Oklahoma. Other financial services are specialty product
business units including guaranteed small business lending, guaranteed student
lending, residential mortgage lending, electronic banking, trust services,
insurance services, merchant banking and brokerage services. The executive,
operations and support groups represent executive management, operational
support and corporate functions that are not allocated to the other business
units. The results of operations and selected financial information for the four
business units are as follows:
Other Executive,
Metropolitan Community Financial Operations Elimin- Consol-
Banks Banks Services & Support ations idated
------------ ----------- ----------- ---------- ---------- ----------
Three Months Ended:
June 30, 2002
Net interest income (expense) $ 7,287 $ 18,841 $ 1,641 $ (667) $ -- $ 27,102
Noninterest income 1,972 5,757 3,165 15,482 (14,957) 11,419
Income before taxes 3,255 11,503 953 11,603 (14,968) 12,346
June 30, 2001
Net interest income (expense) $ 7,639 $ 17,727 $ 1,438 $ (414) $ -- $ 26,390
Noninterest income 1,612 4,605 2,222 14,410 (13,669) 9,180
Income before taxes 3,513 10,136 743 10,239 (13,739) 10,892
Six Months Ended:
June 30, 2002
Net interest income (expense) $ 14,630 $ 37,171 $ 3,451 $ (1,392) $ -- $ 53,860
Noninterest income 3,761 10,748 6,065 30,426 (29,552) 21,448
Income before taxes 6,526 22,110 2,324 23,200 (29,620) 24,540
June 30, 2001
Net interest income (expense) $ 15,571 $ 35,481 $ 2,700 $ (1,222) $ -- $ 52,530
Noninterest income 2,987 8,961 4,456 29,515 (28,333) 17,586
Income before taxes 7,290 19,802 1,832 21,476 (28,455) 21,945
Total Assets:
June 30, 2002 $ 867,336 $ 1,797,820 $ 158,006 $ 508,744 $(618,475) $2,713,431
June 30, 2001 $ 794,220 $ 1,818,424 $ 145,590 $ 492,798 $(583,903) $2,667,129
The financial information for each business unit is presented on the basis
used internally by management to evaluate performance and allocate resources.
The Company utilizes a transfer pricing system to allocate the benefit or cost
of funds provided or used by the various business units. Certain revenues
related to other financial services are allocated to the banks whose customers
receive the services and, therefor, are not reflected in the income for other
financial services. Certain services provided by the support group to other
business units, such as item processing, are allocated at rates approximating
the cost of providing the services. Eliminations are adjustments to consolidate
the business units and companies.
13
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
BANCFIRST CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
SUMMARY
Net income for the second quarter ended June 30, 2002 was $8.39 million,
compared to $7.04 million for the second quarter of 2001. Diluted net income per
share was $1.02, compared to $0.84 for the second quarter of 2001. For the first
six months of 2002, net income was $16.3 million, up from $14.2 million for the
first six months of 2001. Diluted net income per share for the first six months
was $1.97, up from $1.69 for the first six months of 2001. The 2002 net income
reflects the adoption of Statement of Financial Accounting Standards No. 142,
"Goodwill and Other Intangible Assets", which eliminated the amortization of
goodwill. Comparable net income for the second quarter of 2001, excluding the
amortization of goodwill, was $7.51 million, or $0.90 per diluted share. The
comparable net income for the first six months of 2001 was $15.2 million, or
$1.81 per diluted share.
Total assets at June 30, 2002 was $2.71 billion, down $43.6 million from
December 31, 2001 and up $46.3 million from June 30, 2001. Stockholders' equity
was $231 million at June 30, 2002, up $8.17 million from December 31, 2001, and
up $22.5 million compared to June 30, 2001.
RESULTS OF OPERATIONS
Second Quarter
Net interest income increased $712,000 compared to the second quarter of
2001 due to growth in loans and net earning assets. Average loans increased
$85.7 million from the second quarter of 2001, while net earning assets
increased $54 million. Net interest margin for the second quarter of 2002
increased to 4.50% from 4.45% for the second quarter of 2001. The higher net
interest margin in 2002 is the product of the growth in loans and net earning
assets, that resulted in positive volume and mix variances, despite a declining
interest rates over such period.
The Company provided $1.4 million for loan losses in the second quarter of
2002, compared to $480,000 for the same period of 2001. The higher provisions in
2002 were due to loan growth and increases in classified and nonperforming
loans. Net loan charge-offs were $724,000 for the second quarter of 2002,
compared to $803,000 for the second quarter of 2001. The net charge-offs
represent annualized rates of only 0.17% and 0.19% of average total loans for
the second quarter of 2002 and 2001, respectively.
Noninterest income increased $2.24 million, or 24.4%, compared to the
second quarter of 2001. This increase was the result of growth in deposits and
service charges, growth in revenues from trust, cash management, and other
services, and higher income from sales of loans. Noninterest expense increased
$581,000, or 2.4%, compared to the second quarter of 2001. Increases in salaries
and employee benefits and other operating expenses were partially offset by the
elimination of goodwill amortization. Income tax expense increased $103,000
compared to the second quarter of 2001 due to higher income in 2002. The
effective tax rate on income before taxes was 32.08%, down from 35.41% in the
second quarter of 2001.
Year-to-Date
Net interest income for the first six months of 2002 increased $1.33
million compared to the first six months of 2001 due to growth in loans and net
earning assets. Average loans increased $81.4 million from the first six months
of 2001, while net earning assets increased $71.5 million. Net interest margin
for the first six months of 2002 decreased to 4.47% from 4.52% for the same
period of 2001. The lower net interest margin in 2002 is the result of declining
interest rates that produced a negative interest rate variance that offset the
majority of the effect of positive volume and mix variances.
The Company provided $2.36 million for loan losses in the first six months
of 2002, compared to $812,000 for the same period of 2001. The higher provisions
in 2002 were due to loan growth, increases in classified and nonperforming
loans, and higher net charge-offs. Net loan charge-offs were $2.16 million for
the first six months of 2002, compared to
14
$1.19 million for the first six months of 2001. The net charge-offs represent
annualized rates of only 0.25% and 0.14% of average total loans for the first
six months of 2002 and 2001, respectively.
Noninterest income increased $3.86 million, or 22%, compared to the first
six months of 2001. This increase was the result of growth in deposits and
service charges, growth in revenues from trust, cash management, and other
services, and higher income from sales of loans. Noninterest expense increased
$1.05 million, or 2.22%, compared to the first six months of 2001. Increases in
salaries and employee benefits and other operating expenses were partially
offset by decreases in occupancy and fixed assets expense, and the elimination
of goodwill amortization. Income tax expense increased $473,000 compared to the
first six months of 2001 due to higher income in 2002. The effective tax rate on
income before taxes was 33.55%, down from 35.36% in the first six months of
2001.
FINANCIAL POSITION
Cash and due from banks, interest-bearing deposits with banks, and federal
funds sold decreased a combined total of $112 million from December 31, 2001 and
$61.2 million from June 30, 2001. These decreases were mainly due to growth in
securities and loans.
Total securities increased $23.2 million compared to December 31, 2001 and
$16.4 million compared to June 30, 2001. The size of the Company's securities
portfolio is a function of liquidity management and excess funds available for
investment. The Company has maintained a very liquid securities portfolio to
provide funds for loan growth. The net unrealized gain on securities available
for sale was $15.7 million at the end of the second quarter of 2002, compared to
a gain of $13.9 million at December 31, 2001 and a gain of $9.72 million at June
30, 2001. The average taxable equivalent yield on the securities portfolio for
the second quarter decreased to 5.54% from 6.15% for the same quarter of 2001.
Total loans increased $43.7 million from December 31, 2001 and $90.3
million from June 30, 2001, due to internal growth. The allowance for loan
losses increased $199,000 from year-end 2001 and decreased $268,000 from the
second quarter of 2001. The allowance as a percentage of total loans was 1.40%,
1.43% and 1.50% at June 30, 2002, December 31, 2001 and June 30, 2001,
respectively. The allowance to nonperforming and restructured loans at the same
dates was 158.39%, 184.24% and 212.21%, respectively.
Nonperforming and restructured loans totaled $15.6 million at June 30,
2002, compared to $13.3 million at December 31, 2001 and $11.8 million at June
30, 2001. The ratio of nonperforming and restructured loans to total loans for
the same periods was 0.89%, 0.78% and 0.71%, respectively. It is reasonable to
expect nonperforming loans and loan losses to rise over time to historical norms
as a result of economic and credit cycles.
Total deposits decreased $33.8 million compared to December 31, 2001, and
increased $32.5 million compared to June 30, 2001. Deposits have increased from
the second quarter of 2001due to internal growth. At year-end 2001 there was an
influx of temporary deposits that were withdrawn during the first quarter of
2002. The Company's deposit base continues to be comprised substantially of core
deposits, with large denomination certificates of deposit being only 11.91% of
total deposits at June 30, 2002.
Short-term borrowings decreased $23.2 million from December 31, 2001, and
$9.28 million from June 30, 2001. Fluctuations in short-term borrowings are a
function of federal funds purchased from correspondent banks, customer demand
for repurchase agreements and liquidity needs of the bank.
Long-term borrowings increased $8.62 million from year-end 2001 and $6.18
million from the second quarter of 2001. The Company uses these borrowings from
the Federal Home Loan Bank primarily to match-fund long-term fixed-rate loans.
Stockholders' equity increased to $231 million from $223 million at
year-end 2001 due to accumulated earnings and an increase in the unrealized gain
on securities. Compared to June 30, 2001, stockholders' equity increased $22.5
million. Average stockholders' equity to average assets for the first six months
of 2002 was 8.27%, compared to 7.67% for the first six months of 2001. The
Company's leverage ratio and total risk-based capital ratio were 8.32% and
12.56%, respectively, at June 30, 2002, well in excess of the regulatory
minimums.
15
FUTURE APPLICATION OF ACCOUNTING STANDARDS
See note (2) of the Notes to Consolidated Financial Statements for a
discussion of recently issued accounting pronouncements.
SEGMENT INFORMATION
See note (12) of the Notes to Consolidated Financial Statements for
disclosures regarding business segments.
FORWARD LOOKING STATEMENTS
The Company may make forward-looking statements (within the meaning of the
Private Securities Litigation Reform Act of 1995) with respect to earnings,
credit quality, corporate objectives, interest rates and other financial and
business matters. The Company cautions readers that these forward-looking
statements are subject to numerous assumptions, risks and uncertainties,
including economic conditions, the performance of financial markets and interest
rates; legislative and regulatory actions and reforms; competition; as well as
other factors, all of which change over time. Actual results may differ
materially from forward-looking statements.
16
BANCFIRST CORPORATION
SELECTED CONSOLIDATED FINANCIAL DATA
(Unaudited)
(Dollars in thousands, except per share data)
Three Months Ended Six Months Ended
June 30, June 31,
----------------------------------------------
2002 2001 2002 2001
---------- ---------- ---------- ----------
Per Common Share Data
Net income - basic $ 1.03 $ 0.85 $ 2.00 $ 1.71
Net income - diluted 1.02 0.84 1.97 1.69
Cash dividends 0.20 0.18 0.38 0.36
Performance Data
Return on average assets 1.23% 1.05% 1.21% 1.08%
Return on average stockholders' equity 14.87 13.61 14.57 14.06
Cash dividend payout ratio 19.42 21.18 19.00 21.05
Net interest spread 3.92 3.53 3.86 3.59
Net interest margin 4.50 4.45 4.47 4.52
Efficiency ratio 64.33 68.03 64.28 67.54
June 30, December 31,
----------------------
2002 2001 2001
---------- ---------- ------------
Balance Sheet Data
Book value per share $ 28.55 $ 25.34 $ 27.02
Tangible book value per share 25.85 22.48 24.34
Average loans to deposits (year-to-date) 73.68% 71.78% 72.12%
Average earning assets to total assets (year-to-date) 90.49 90.00 90.11
Average stockholders' equity to average assets (year-to-date) 8.27 7.67 7.86
Asset Quality Ratios
Nonperforming and restructured loans to total loans 0.89% 0.71% 0.78%
Nonperforming and restructured assets to total assets 0.71 0.54 0.58
Allowance for loan losses to total loans 1.40 1.50 1.43
Allowance for loan losses to nonperforming and restructured loans 158.39 212.21 184.24
17
BANCFIRST CORPORATION
CONSOLIDATED AVERAGE BALANCE SHEETS AND INTEREST MARGIN ANALYSES
(Unaudited)
Taxable Equivalent Basis (Dollars in thousands)
Three Months Ended June 30,
------------------------------------------------------------------------------
2002 2001
-------------------------------------- --------------------------------------
Interest Average Interest Average
Average Income/ Yield/ Average Income/ Yield/
Balance Expense Rate Balance Expense Rate
----------- ----------- ---------- ----------- ----------- ----------
ASSETS
Earning assets:
Loans (1) $ 1,757,441 $ 31,657 7.23% $ 1,671,720 $ 37,242 8.94%
Investments - taxable 510,764 6,925 5.44 503,404 7,522 5.99
Investments - tax exempt 44,542 751 6.76 44,253 869 7.88
Federal funds sold 155,693 692 1.78 205,464 2,299 4.49
----------- ----------- ----------- -----------
Total earning assets 2,468,440 40,025 6.50 2,424,841 47,932 7.93
----------- ----------- ----------- -----------
Nonearning assets:
Cash and due from banks 132,038 147,460
Interest receivable and other assets 148,461 146,680
Allowance for loan losses (24,076) (25,337)
----------- -----------
Total nonearning assets 256,423 268,803
----------- -----------
Total assets $ 2,724,863 $ 2,693,644
=========== ===========
LIABILITIES AND
STOCKHOLDERS' EQUITY
Interest-bearing liabilities:
Transaction deposits $ 358,741 834 0.93% $ 377,837 1,668 1.77%
Savings deposits 537,448 2,693 2.01 417,980 3,586 3.44
Time deposits 912,349 7,487 3.29 1,031,914 14,296 5.56
Short-term borrowings 39,605 181 1.83 37,719 450 4.79
Long-term borrowings 33,067 495 6.00 26,184 415 6.36
9.65% Capital Securities 25,000 611 9.80 25,000 611 9.80
----------- ----------- ----------- -----------
Total interest-bearing liabilities 1,906,210 12,301 2.59 1,916,634 21,026 4.40
----------- ----------- ----------- -----------
Interest-free funds:
Noninterest-bearing deposits 564,283 534,101
Interest payable and other liabilities 28,240 35,514
Stockholders' equity 226,130 207,395
----------- -----------
Total interest free funds 818,653 777,010
----------- -----------
Total liabilities
and stockholders' equity $ 2,724,863 $ 2,693,644
=========== ===========
Net interest income $ 27,724 $ 26,906
=========== ===========
Net interest spread 3.92% 3.53%
======= =======
Net interest margin 4.50% 4.45%
======= =======
(1) Nonaccrual loans are included in the average loan balances and any interest
on such nonaccrual loans is recognized on a cash basis.
18
BANCFIRST CORPORATION
CONSOLIDATED AVERAGE BALANCE SHEETS AND INTEREST MARGIN ANALYSES
(Unaudited)
Taxable Equivalent Basis (Dollars in thousands)
Six Months Ended June 30,
--------------------------------------------------------------
2002 2001
------------------------------ -----------------------------
Interest Average Interest Average
Average Income/ Yield/ Average Income/ Yield/
Balance Expense Rate Balance Expense Rate
----------- -------- --------- ---------- --------- --------
ASSETS
Earning assets:
Loans (1) $1,752,419 $ 63,531 7.31% $1,671,013 $ 75,580 9.12%
Investments - taxable 511,600 13,983 5.51 501,692 15,214 6.12
Investments - tax exempt 45,146 1,528 6.82 48,598 1,803 7.48
Federal funds sold 159,783 1,362 1.72 165,940 3,979 4.84
---------- -------- ---------- ---------
Total earning assets 2,468,948 80,404 6.57 2,387,243 96,576 8.16
---------- -------- ---------- ---------
Nonearning assets:
Cash and due from banks 136,475 144,910
Interest receivable and other assets 147,249 145,442
Allowance for loan losses (24,110) (25,371)
---------- ----------
Total nonearning assets 259,614 264,981
---------- ----------
Total assets $2,728,562 $2,652,224
========== ==========
LIABILITIES AND
STOCKHOLDERS' EQUITY
Interest-bearing liabilities:
Transaction deposits $ 363,646 1,684 0.93% $ 359,673 3,445 1.93%
Savings deposits 521,598 5,293 2.05 440,012 7,834 3.59
Time deposits 929,601 16,211 3.52 1,012,880 28,830 5.74
Short-term borrowings 39,264 342 1.76 36,048 912 5.10
Long-term borrowings 30,824 929 6.08 26,150 822 6.34
9.65% Capital Securities 25,000 1,223 9.87 25,000 1,223 9.87
---------- -------- ---------- ---------
Total interest-bearing liabilities 1,909,933 25,682 2.71 1,899,763 43,066 4.57
---------- -------- ---------- ---------
Interest-free funds:
Noninterest-bearing deposits 563,547 515,305
Interest payable and other liabilities 29,359 33,727
Stockholders' equity 225,723 203,429
---------- ----------
Total interest free funds 818,629 752,461
---------- ----------
Total liabilities
and stockholders' equity
$2,728,562 $2,652,224
========== ==========
Net interest income $ 54,722 $ 53,510
======== =========
Net interest spread 3.86% 3.59%
======= =======
Net interest margin 4.47% 4.52%
======= =======
(1) Nonaccrual loans are included in the average loan balances and any interest
on such nonaccrual loans is recognized on a cash basis.
19
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
There have been no significant changes in the Registrants disclosures
regarding market risk since December 31, 2001, the date of its annual report to
stockholders.
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders.
At the Company's Annual Meeting of Stockholders held on May 23, 2002, the
following matters were voted upon, with the votes indicated:
Number of Shares
------------------------------------------------------------
Description of Proposal Broker
Voted for Withheld non-votes
------------- ------------ ------------
Proposal No. 1-Election of Directors
Class I Directors
Dennis L. Brand 7,550,198 156,633 31,437
C.L. Craig, Jr. 7,696,969 9,862 31,437
John C. Hugon 7,696,969 9,862 31,437
J. Ralph McCalmont 7,696,869 9,962 31,437
Ronald J. Norick 7,691,869 14,962 31,437
David E. Ragland 7,696,969 9,862 31,437
Joe T. Shockley, Jr. 7,550,198 156,633 31,437
Number of Shares
-----------------------------------------------------------
Voted Broker
Voted for against Abstained non-votes
------------- ------------ -------------- ------------
Proposal No. 2- Ratification of Arthur 7,398,620 222,007 54,766 31,437
Andersen LLP as Independent Accountants.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
Exhibit
Number Exhibit
----------- --------------------------------------------------------------
3.1 Second Amended and Restated Certificate of Incorporation
(filed as Exhibit 1 to the Company's Form 8-A/A filed July 23,
1998 and incorporated herein by reference).
3.2 Certificate of Designations of Preferred Stock (filed as
Exhibit 3.2 to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1998 and incorporated
herein by reference).
3.3 Amended By-Laws (filed as Exhibit 3.2 to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31,
1992 and incorporated herein by reference).
4.1 Amended and Restated Declaration of Trust of BFC Capital
Trust I dated as of February 4, 1997 (filed as Exhibit 4.1
to the Company's Current Report on Form 8-K dated February
4, 1997 and incorporated herein by reference.)
20
Exhibit
Number Exhibit
-------- --------------------------------------------------------------
4.2 Indenture dated as of February 4, 1997 (filed as Exhibit 4.2
to the Company's Current Report on Form 8-K dated February 4,
1997 and incorporated herein by reference.)
4.3 Series A Capital Securities Guarantee Agreement dated as of
February 4, 1997 (filed as Exhibit 4.3 to the Company's
Current Report on Form 8-K dated February 4, 1997 and
incorporated herein by reference.)
4.4 Rights Agreement, dated as of February 25, 1999, between
BancFirst Corporation and BancFirst, as Rights Agent,
including as Exhibit A the form of Certificate of Designations
of the Company setting forth the terms of the Preferred Stock,
as Exhibit B the form of Right Certificate and as Exhibit C
the form of Summary of Rights Agreement (filed as Exhibit 1 to
the Company's Current Report on Form 8-K dated February 25,
1999 and incorporated herein by reference).
99.1* CEO's Certification Pursuant to 18 U.S.C. Section 1350, As
Adopted Pursuant to Section 906 of the Sarbanses-Oxley Act of
2002.
99.2* CFO's Certification Pursuant to 18 U.S.C. Section 1350, As
Adopted Pursuant to Section 906 of the Sarbanses-Oxley Act of
2002.
-----------------------------------------------------------------------------
* Filed herewith.
(b) A report on Form 8-K dated June 14, 2002 was filed by the Company
to report a change in its certifying accountants.
21
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BANCFIRST CORPORATION
---------------------
(Registrant)
Date August 14, 2002 /s/ Randy P. Foraker
--------------- ---------------------------------------
(Signature)
Randy P. Foraker
Senior Vice President and Controller;
Assistant Secretary/Treasurer
Principal Accounting Officer)
22