<PAGE>
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 March 31, 2000
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, Suite 200, 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 April 30, 2000 there were 8,079,579 shares of the registrant's Common
Stock outstanding.
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
BANCFIRST CORPORATION
CONSOLIDATED BALANCE SHEET
(Unaudited)
(Dollars in thousands)
<TABLE>
<CAPTION>
March 31, December 31,
---------------------------------------------
2000 1999 1999
-------------------- -------------------- --------------------
<S> <C> <C> <C>
ASSETS
Cash and due from banks $ 116,488 $ 120,216 $ 126,691
Interest-bearing deposits with banks 652 20 1,715
Federal funds sold 70,850 159,600 51,666
Securities (market value: $590,391, $552,883 and $595,509, 591,931 551,598 596,715
respectively)
Loans:
Total loans (net of unearned interest) 1,490,850 1,350,230 1,455,481
Allowance for loan losses (23,566) (20,380) (22,548)
-------------------- -------------------- --------------------
Loans, net 1,467,284 1,329,850 1,432,933
Premises and equipment, net 55,614 47,553 52,467
Other real estate owned 1,404 1,244 1,612
Intangible assets, net 23,339 23,589 24,087
Accrued interest receivable 22,069 20,994 20,771
Other assets 28,553 24,397 27,150
-------------------- -------------------- --------------------
Total assets $ 2,378,184 $ 2,279,061 $ 2,335,807
==================== ==================== ====================
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
Noninterest-bearing $ 434,348 $ 415,792 $ 460,131
Interest-bearing 1,680,981 1,559,445 1,622,565
-------------------- -------------------- --------------------
Total deposits 2,115,329 1,975,237 2,082,696
Short-term borrowings 23,597 39,612 22,091
Long-term borrowings 27,304 17,278 26,392
9.65% Capital Securities 25,000 25,000 25,000
Accrued interest payable 8,111 8,037 8,421
Other liabilities 10,866 10,365 6,493
-------------------- -------------------- --------------------
Total liabilities 2,210,207 2,075,529 2,171,093
-------------------- -------------------- --------------------
Commitments and contingent liabilities
Stockholders' equity:
Common stock, $1.00 par (shares issued: 8,098,195, 8,098 9,321 8,112
9,321,295 and 8,112,170, respectively)
Capital surplus 47,081 45,657 46,766
Retained earnings 117,314 145,985 113,344
Accumulated other comprehensive income (4,516) 2,569 (3,508)
-------------------- -------------------- --------------------
Total stockholders' equity 167,977 203,532 164,714
-------------------- -------------------- --------------------
Total liabilities and stockholders' equity $ 2,378,184 $ 2,279,061 $ 2,335,807
==================== ==================== ====================
See accompanying notes to consolidated financial statements.
</TABLE>
2
<PAGE>
BANCFIRST CORPORATION
CONSOLIDATED STATEMENT OF INCOME
(Unaudited)
(Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
------------------------------------
2000 1999
---------------- ----------------
<S> <C> <C>
INTEREST INCOME
Loans, including fees $ 33,353 $ 29,768
Securities:
Taxable 8,427 7,787
Tax-exempt 550 551
Federal funds sold 803 1,724
Interest-bearing deposits with banks 18 --
---------------- ----------------
Total interest income 43,151 39,830
---------------- ----------------
INTEREST EXPENSE
Deposits 17,118 15,192
Short-term borrowings 346 658
Long-term borrowings 413 227
9.65% Capital Securities 612 612
---------------- ----------------
Total interest expense 18,489 16,689
---------------- ----------------
Net interest income 24,662 23,141
Provision for loan losses 1,289 937
---------------- ----------------
Net interest income after provision
for loan losses 23,373 22,204
---------------- ----------------
NONINTEREST INCOME
Service charges on deposits 4,056 3,830
Securities transactions -- 1
Other 3,202 4,039
---------------- ----------------
Total noninterest income 7,258 7,870
---------------- ----------------
NONINTEREST EXPENSE
Salaries and employee benefits 11,902 11,398
Occupancy and fixed assets expense, net 1,378 1,156
Depreciation 1,266 1,244
Amortization 945 864
Data processing services 663 572
Net (income) expense from other real estate owned (70) 21
Other 4,903 4,761
---------------- ----------------
Total noninterest expense 20,987 20,016
---------------- ----------------
Income before taxes 9,644 10,058
Income tax expense (3,487) (3,836)
---------------- ----------------
Net income 6,157 6,222
Other comprehensive income, net of tax:
Unrealized losses on securities (1,008) (2,862)
---------------- ----------------
Comprehensive income $ 5,149 $ 3,360
================ ================
NET INCOME PER COMMON SHARE
Basic $ 0.76 $ 0.67
================ ================
Diluted $ 0.75 $ 0.66
================ ================
See accompanying notes to consolidated financial statements.
</TABLE>
3
<PAGE>
BANCFIRST CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
----------------------------------
2000 1999
---------------- --------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES $ 11,225 $ 8,021
---------------- --------------
INVESTING ACTIVITIES
Net cash and due from banks provided by (used for) acquisitions -- (12,116)
and divestitures
Purchases of securities:
Held for investment -- (24,575)
Available for sale (24,332) (9,951)
Maturities of securities:
Held for investment 4,963 25,719
Available for sale 22,120 35,421
Proceeds from sales of securities:
Held for investment 395 155
Available for sale -- --
Net (increase) decrease in federal funds sold (19,184) 27,769
Purchases of loans (1,146) (11,037)
Proceeds from sales of loans 25,641 41,710
Net other increase in loans (60,485) (45,669)
Purchases of premises and equipment (3,668) (2,374)
Proceeds from the sale of other real estate owned and repossessed
assets 788 850
Other, net (748) 773
---------------- --------------
Net cash provided (used) by investing activities (55,656) 26,675
---------------- --------------
FINANCING ACTIVITIES
Net increase (decrease) in demand, transaction and savings
deposits 21,773 (39,795)
Net increase in certificates of deposits 10,860 5,776
Net increase (decrease) in short-term borrowings 1,506 (15,229)
Net increase in long-term borrowings 912 4,312
Issuance of common stock 335 549
Acquisition of common stock (924) (1,067)
Cash dividends paid (1,297) (1,302)
---------------- --------------
Net cash provided (used) by financing activities 33,165 (46,756)
---------------- --------------
Net increase (decrease) in cash and due from banks (11,266) (12,060)
Cash and due from banks at the beginning of the period 128,406 132,296
---------------- --------------
Cash and due from banks at the end of the period $ 117,140 $ 120,236
================ ==============
SUPPLEMENTAL DISCLOSURE
Cash paid during the period for interest $ 18,799 $ 16,967
================ ==============
Cash paid during the period for income taxes $ -- $ 146
================ ==============
See accompanying notes to consolidated financial statements.
</TABLE>
4
<PAGE>
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, BancFirst and its subsidiaries, and
First State Bank for 2000 and a portion of 1999. 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, 1999, the date of the most recent
annual report. Certain amounts in the 1999 financial statements have been
reclassified to conform to the 2000 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 1998, the Financial Accounting Standards Board (the "FASB") issued
Statement of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities." This Statement establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities. It
requires that an entity recognize all derivatives as either assets or
liabilities in the statement of financial position and measure those financial
instruments at fair value. The accounting for changes in the fair value of a
derivative instrument depends on the intended use of the derivative and its
resulting designation. In June 1999, the FASB issued Statement of Financial
Accounting Standards No. 137, "Accounting for Derivative Instruments and Hedging
Activities - Deferral of the Effective Date of FASB Statement No. 133 - an
amendment of FASB Statement No. 133." This Statement defers the effective date
of FASB Statement No. 133 to all fiscal quarters of fiscal years beginning after
June 15, 2000. The Company does not expect that the adoption of this standard
will have a material impact on its consolidated financial statements.
(3) RECENT DEVELOPMENTS; MERGERS, ACQUISITIONS AND DISPOSALS
In February 1999, the Company sold a branch in Anadarko, Oklahoma, which
had deposits of approximately $15,500. The sale resulted in a pretax gain of
approximately $900.
In December 1999, the Company completed the purchase of certain assets and
assumption of certain liabilities of First State Bank of Oklahoma City,
Oklahoma. Under the terms of the agreement, the Company organized a new wholly-
owned bank under the First State Bank name. The new First State Bank acquired
approximately $106,000 of assets, assumed approximately $109,000 of liabilities,
and recorded $2,615 of intangible assets. The purchase and assumption was
accounted for as a purchase. Accordingly, the effects of the acquisition are
included in the Company's consolidated financial statements from the date of the
acquisition forward. The acquisition did not have a material effect on the
results of the operations of the Company for 1999.
In March 2000, BancFirst Corporation became a financial holding company
under the new Gramm-Leach-Bliley financial services modernization law. This will
allow the Company to expand into new financial activities such as insurance
underwriting, securities underwriting and dealing, and mutual fund distribution.
5
<PAGE>
(4) TENDER OFFER
In June 1999, the Company completed a Dutch auction issuer tender offer and
purchased 1,186,502 shares of its common stock for the maximum offer price of
$38.00 per share. Cash on hand and two borrowings totaling $7,600 were used to
pay for the purchase of the stock. The two borrowings under a $12,000 revolving
line of credit were at rates of 6.3% and 6.5%, and matured in July and October
1999.
(5) SECURITIES
The table below summarizes securities held for investment and securities
available for sale.
<TABLE>
<CAPTION>
March 31, December 31,
-------------------------
2000 1999 1999
----------- ----------- -----------
<S> <C> <C> <C>
Held for investment at cost (market value; $96,008,
$117,509 and $128,275, respectively) $ 97,548 $ 116,224 $ 129,481
Available for sale, at market value 494,383 435,374 467,234
----------- ----------- -----------
Total $ 591,931 $ 551,598 $ 596,715
=========== =========== ===========
</TABLE>
(6) 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.
<TABLE>
<CAPTION>
Three Months Ended
March 31,
-----------------------------------
2000 1999
--------------- ---------------
<S> <C> <C>
Unrealized loss during the period:
Before-tax amount $ (1,588) $ (4,292)
Tax benefit 580 1,430
--------------- ---------------
Net-of-tax amount $ (1,008) $ (2,862)
=============== ===============
</TABLE>
The amount of unrealized gain or loss included in accumulated other
comprehensive income is summarized below.
<TABLE>
<CAPTION>
Three Months Ended
March 31,
-----------------------------------
2000 1999
--------------- ---------------
<S> <C> <C>
Unrealized gain (loss) on securities:
Beginning balance $ (3,508) $ 5,431
Current period change (1,008) (2,862)
--------------- ---------------
Ending balance $ (4,516) $ 2,569
=============== ===============
</TABLE>
6
<PAGE>
(7) NET INCOME PER COMMON SHARE
Basic and diluted net income per common share are calculated as follows:
<TABLE>
<CAPTION>
Income Shares Per Share
(Numerator) (Denominator) Amount
------------------ ----------------- ---------------
<S> <C> <C> <C>
Three Months Ended March 31, 2000
- ---------------------------------
Basic
Income available to common stockholders $ 6,157 8,105,168 $ 0.76
===============
Effect of stock options -- 72,477
------------------ -----------------
Diluted
Income available to common stockholders
plus assumed exercises of stock options $ 6,157 8,177,645 $ 0.75
================== ================= ===============
Three Months Ended March 31, 1999
- ---------------------------------
Basic
Income available to common stockholders $ 6,222 9,311,351 $ 0.67
===============
Effect of stock options -- 127,158
------------------ -----------------
Diluted
Income available to common stockholders
plus assumed exercises of stock options $ 6,222 9,438,509 $ 0.66
================== ================= ===============
</TABLE>
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.
<TABLE>
<CAPTION>
Average
Exercise
Shares Price
------------- ----------------
<S> <C> <C>
Three Months Ended March 31, 2000 304,000 $ 33.21
Three Months Ended March 31, 1999 118,950 $ 36.21
</TABLE>
7
<PAGE>
(8) 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 were metropolitan banks,
community banks, other financial services, and executive, operations and
support. Metropolitan and community banks offer traditional banking products
such as commercial and retail lending, and a full line of deposit accounts.
Metropolitan banks consist of banking locations in the metropolitan Oklahoma
City and Tulsa areas. Community banks consist of banking locations in
communities throughout Oklahoma. Other financial services are specialty product
business units including guaranteed small business lending, guaranteed student
lending, residential mortgage lending, trust services, and electronic banking.
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:
<TABLE>
<CAPTION>
Other Executive,
Metropolitan Community Financial Operations Elimin- Consol-
Banks Banks Services & Support ations idated
---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Three Months Ended:
March 31, 2000
Net interest income (expense) $ 7,532 $ 17,024 $ 962 $ (856) $ -- $ 24,662
Noninterest income 1,437 3,815 1,237 7,416 (6,647) 7,258
Income before taxes 2,887 9,364 507 3,533 (6,647) 9,644
March 31, 1999
Net interest income (expense) $ 5,400 $ 16,872 $ 1,229 $ (360) $ -- $ 23,141
Noninterest income 1,100 4,637 1,463 7,123 (6,453) 7,870
Income before taxes 2,390 9,461 706 3,845 (6,344) 10,058
Total Assets:
March 31, 2000 $749,510 $1,657,120 $106,466 $ 57,197 $(192,109) $2,378,184
March 31, 1999 $536,336 $1,657,453 $104,659 $199,590 $(218,977) $2,279,061
</TABLE>
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.
8
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
BANCFIRST CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
SUMMARY
Net income for the first quarter ended March 31, 2000 was $6.16 million,
down from $6.22 million for the same quarter of the previous year. A gain of
approximately $900,000 was recognized in the first quarter of 1999 from the sale
of a branch in Anadarko, Oklahoma. Excluding this gain, net income for 2000
increased $467,000 compared to the first quarter of 1999. Diluted net income per
share was $0.75, up from $0.66 for the first quarter of 1999, as the combined
result of the higher earnings and a Dutch auction issuer tender offer completed
in June 1999, under which the Company repurchased 1,186,502 shares of its common
stock for $45.1 million.
Total assets were $2.38 billion at March 31, 2000, up $42.4 million from
December 31, 1999 and $99.1 million from March 31, 1999. The asset growth
compared to the first quarter of 1999 was due primarily to the acquisition of
First State Bank of Oklahoma City, Oklahoma in December 1999, which added
approximately $109 million of assets. Stockholders' equity was $168 million at
March 31, 2000, an increase of $3.26 million compared to December 31, 1999, and
a decrease of $35.6 million compared to March 31, 1999 due to the Dutch auction
tender offer.
In March 2000, BancFirst Corporation became a financial holding company
under the new Gramm-Leach-Bliley financial services modernization law. This will
allow the Company to expand into new financial activities such as insurance
underwriting, securities underwriting and dealing, and mutual fund distribution.
RESULTS OF OPERATIONS
Net interest income increased by $1.52 million compared to the first
quarter of 1999, primarily as a result of an increase in the net interest margin
from 4.61% to 4.76%. Average net earning assets increased only $263,000 compared
to the first quarter of 1999, while net interest spread was 3.95% for the
quarter, up from 3.79% for the first quarter of 1999. The higher net interest
spread and net interest margin are the product of rising interest rates in late
1999 and early 2000, loan growth, and the Company's ability to control its
funding costs in the short run. This results in the Company's yield on its
earning assets rising faster than the rate on its interest-bearing liabilities.
The Company provided $1.29 million for loan losses for the first quarter,
compared to $937,000 for the first quarter of 1999. The higher provisions in
2000 were due to loan growth and higher classified and nonperforming loans. Net
loan charge-offs were only $270,000 for the first quarter of 2000, compared to
$216,000 for the first quarter of 1999. The net charge-offs represent annualized
rates of only 0.07% and 0.06% of total loans for both the first quarter of 2000
and 1999.
Noninterest income decreased $612,000 compared to the first quarter of
1999. Excluding the $900,000 gain on the sale of the Anadarko branch,
noninterest income increased $288,000, or 4.13%, compared to the first quarter
of 1999. Noninterest expense increased $972,000, or 4.86%, compared to the first
quarter of 1999. These increases were mainly due to the acquisition of First
State Bank.
Income tax expense decreased $349,000 compared to the first quarter of
1999. The effective tax rate on income before taxes was 36.16%, down from 38.14%
in the first quarter of 1999.
9
<PAGE>
FINANCIAL POSITION
Total securities decreased $4.78 million compared to December 31, 1999 and
increased $40.3 million compared to March 31, 1999. 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 main factors in the changes in
total securities were changes in funding from deposits and use of funds for loan
growth. The net unrealized loss on securities available for sale was $6.73
million at the end of the first quarter of 2000, compared to a loss of $5.14
million at December 31, 1999 and a gain of $3.96 million at March 31, 1999. The
average taxable equivalent yield on the securities portfolio for the first
quarter increased to 6.25% from 6.20% for the same quarter of 1999.
Total loans increased $35.4 million from December 31, 1999 and $141 million
from March 31, 1999, due to internal growth and approximately $60 million of
loans acquired from First State Bank. The allowance for loan losses increased
$1.02 million from year-end 1999 and $3.19 million from the first quarter of
1999. The allowance as a percentage of total loans was 1.58%, 1.55% and 1.51% at
March 31, 2000, December 31, 1999 and March 31, 1999, respectively. The
allowance to nonperforming and restructured loans at the same dates was 165.77%,
183.47% and 181.08%, respectively.
Nonperforming and restructured assets totaled $14.2 million at both March
31, 2000 and December 31, 1999, compared to $12.7 million at March 31, 1999.
Although the ratio of nonperforming and restructured assets to total assets is
only 0.60%, it is reasonable to expect nonperforming loans and loan losses to
rise over time to historical norms as a result of future economic and credit
cycles.
Total deposits increased $32.6 million compared to December 31, 1999 and
$140 million compared to March 31, 1999. The increase in deposits is the result
of internal growth and the acquisition of First State Bank, which added
approximately $109 million in deposits. The Company's deposit base continues to
be comprised substantially of core deposits, with large denomination
certificates of deposit being only 12.9% of total deposits at March 31, 2000.
Short-term borrowings increased $1.51 million from December 31, 1999 and
decreased $16 million from March 31, 1999. 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 $912,000 from year-end 1999 and $10 million
from the first quarter of 1999 due to additional Federal Home Loan Bank
borrowings. The Company uses these borrowings primarily to match-fund long-term
fixed-rate loans.
Stockholders' equity increased to $168 million from $165 million at year-
end 1999 and $204 million at March 31, 1999. The decrease from the first quarter
of 1999 is due to the Dutch auction issuer tender offer completed by the Company
in June 1999. The Company repurchased 1,186,502 shares of its common stock for
$45.1 million. Average stockholders' equity to average assets for the quarter
was 7.09%, compared to 9.13% for the first quarter of 1999. The Company's
leverage ratio and total risk-based capital ratio were 7.40% and 12.40%,
respectively, at March 31, 2000, well in excess of the regulatory minimums.
Year 2000 Exposure
Since January 1, 2000, the Company has tested its critical systems and the
tests have not revealed any year 2000 problems. In addition, the Company's
operations have not experienced any year 2000-related problems. The Company
will continue to analyze its systems and services that utilize date-embedded
codes that may experience operational problems as various functions are
utilized, or as other potential problem dates arrive throughout the year. The
Company will continue to communicate with third party vendors of systems
software and equipment, suppliers of telecommunications capacity and equipment,
customers and others with which it does business to coordinate year 2000
compliance.
The total cost of addressing the Year 2000 issue was not material. The
Company's core business applications are provided by a data processing company
that devoted substantial resources to assuring that the applications were
10
<PAGE>
certified as Year 2000 compliant by the end of 1998. Certain of the other
systems either have been replaced, or were already going to be replaced with
newer technology, and their replacement was not accelerated due the Year 2000
issue. Also, no significant information technology projects were deferred
because of the Year 2000 issue.
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 (8) 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, year 2000 compliance, 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.
11
<PAGE>
BANCFIRST CORPORATION
SELECTED CONSOLIDATED FINANCIAL STATISTICS
(Unaudited)
(Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
------------------------
PERFORMANCE STATISTICS 2000 1999
---------- ----------
<S> <C> <C>
Net income per share - basic $ 0.76 $ 0.67
Net income per share - diluted 0.75 0.66
Cash dividends per share 0.16 0.14
Return on average assets 1.06% 1.10%
Return on average stockholders' equity 14.88 12.04
Efficiency ratio 65.75 64.54
</TABLE>
<TABLE>
<CAPTION>
BALANCE SHEET AND ASSET QUALITY STATISTICS March 31,
------------------------ December 31,
2000 1999 1999
---------- ---------- ----------
<S> <C> <C> <C>
Book value per share $ 20.74 $ 21.84 $ 20.30
Tangible book value per share 17.86 19.31 17.34
Average loans to deposits (year-to-date) 70.07% 67.94% 68.61%
Nonperforming and restructured assets to total assets 0.60 0.56 0.61
Allowance for loan losses to total loans 1.58 1.51 1.55
Allowance for loan losses to nonperforming
and restructured loans 165.77 181.08 183.47
</TABLE>
<TABLE>
<CAPTION>
CONSOLIDATED AVERAGE BALANCE SHEETS Three Months Ended March 31,
AND INTEREST MARGIN ANALYSIS ----------------------------------------------------
2000 1999
------------------------ ------------------------
Taxable Equivalent Basis Average Average Average Average
Balance Yield/Rate Balance Yield/Rate
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Earning assets:
Loans $1,462,936 9.18% $1,343,169 9.01%
Securities 595,017 6.25 568,017 6.20
Federal funds sold 55,791 5.90 144,294 4.84
---------- ----------
Total earning assets 2,113,744 8.27 2,055,480 7.94
---------- ----------
Nonearning assets:
Cash and due from banks 128,546 131,734
Interest receivable and other assets 127,214 128,638
Allowance for possible loan losses (22,852) (19,859)
---------- ----------
Total nonearning assets 232,908 240,513
---------- ----------
Total assets $2,346,652 $2,295,993
========== ==========
Interest-bearing liabilities:
Interest-bearing deposits $1,638,845 4.19% $1,564,414 4.01%
Short-term borrowings 25,915 5.36 52,978 5.01
Long-term borrowings 26,693 6.19 16,060 5.72
9.65% Capital Securities 25,000 9.82 25,000 9.92
---------- ----------
Total interest-bearing liabilities 1,716,453 4.32 1,658,452 4.15
---------- ----------
Interest-free funds:
Noninterest-bearing deposits 448,904 412,597
Interest payable and other liabilities 14,857 15,425
Stockholders' equity 166,438 209,519
---------- ----------
Total interest-free funds 630,199 637,541
---------- ----------
Total liabilities and stockholders' equity $2,346,652 $2,295,993
========== ==========
Net interest spread 3.95% 3.79%
========== ==========
Net interest margin 4.76% 4.61%
========== ==========
</TABLE>
12
<PAGE>
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, 1999, the date of its annual report to
stockholders.
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
Exhibit
Number Exhibit
- --------- -----------------------------------------------------------
2.1 Merger Agreement dated May 6, 1998 between BancFirst Corporation
and AmQuest Financial Corp. (filed as Exhibit 2.2 to the Company's
Quarterly Report on Form 10-Q for the quarter ended March 31, 1998
and incorporated herein by reference).
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.)
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).
27.1* Financial Data Schedule for the three months ended March 31, 2000.
- --------------------------------------------------------------------------------
*Filed herewith
(b) No reports on Form 8-K were filed by the Company during the quarter ended
March 31, 2000.
13
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BANCFIRST CORPORATION
---------------------
(Registrant)
Date May 15, 2000 \s\ Randy P. Foraker
------------ ------------------------------------------
(Signature)
Randy P. Foraker
Senior Vice President and Controller;
Assistant Secretary/Treasurer
(Principal Accounting Officer)
14
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
UNAUDITED INTERIM FINANCIAL STATEMENTS OF THE REGISTRANT FOR THE THREE MONTHS
ENDED MARCH 31, 2000 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 116,488
<INT-BEARING-DEPOSITS> 652
<FED-FUNDS-SOLD> 70,850
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 494,383
<INVESTMENTS-CARRYING> 97,548
<INVESTMENTS-MARKET> 96,548
<LOANS> 1,490,850
<ALLOWANCE> 23,566
<TOTAL-ASSETS> 2,378,184
<DEPOSITS> 2,115,329
<SHORT-TERM> 23,597
<LIABILITIES-OTHER> 18,977
<LONG-TERM> 52,304
0
0
<COMMON> 8,098
<OTHER-SE> 159,879
<TOTAL-LIABILITIES-AND-EQUITY> 2,378,184
<INTEREST-LOAN> 33,353
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<INTEREST-TOTAL> 43,151
<INTEREST-DEPOSIT> 17,118
<INTEREST-EXPENSE> 18,489
<INTEREST-INCOME-NET> 24,662
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<EXPENSE-OTHER> 20,988
<INCOME-PRETAX> 9,644
<INCOME-PRE-EXTRAORDINARY> 6,157
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6,157
<EPS-BASIC> 0.76
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</TABLE>
