UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 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 April 28, 2023 there were 32,899,898 shares of the registrant’s Common Stock outstanding.
Quarterly Report on Form 10-Q
March 31, 2023
Table of Contents
Item
PART I – Financial Information
Page
1.
Financial Statements (Unaudited)
2
Consolidated Balance Sheets
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
28
3.
Quantitative and Qualitative Disclosure About Market Risk
37
4.
Controls and Procedures
PART II – Other Information
Legal Proceedings
38
1A.
Risk Factors
Unregistered Sales of Equity Securities
Defaults Upon Senior Securities
Mine Safety Disclosures
5.
Other Information
6.
Exhibits
39
Signatures
40
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements.
BANCFIRST CORPORATION
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
March 31,
December 31,
2023
2022
(unaudited)
(see Note 1)
ASSETS
Cash and due from banks
$
212,826
259,049
Interest-bearing deposits with banks
2,623,565
2,909,861
Federal funds sold
1,084
2,850
Debt securities held for investment (fair value: $2,321 and $2,383, respectively)
2,320
2,383
Debt securities available for sale at fair value
1,615,913
1,538,221
Loans held for sale
6,223
6,232
Loans held for investment (net of unearned interest)
7,118,608
6,943,563
Allowance for credit losses
(94,760
)
(92,728
Loans, net of allowance for credit losses
7,023,848
6,850,835
Premises and equipment, net
279,461
278,088
Other real estate owned
38,587
36,756
Intangible assets, net
19,103
19,983
Goodwill
182,055
Accrued interest receivable and other assets
327,120
301,550
Total assets
12,332,105
12,387,863
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
Noninterest-bearing
4,540,363
4,944,730
Interest-bearing
6,069,740
6,029,498
Total deposits
10,610,103
10,974,228
Short-term borrowings
203,494
300
Accrued interest payable and other liabilities
121,568
76,455
Subordinated debt
86,058
86,044
Total liabilities
11,021,223
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: 32,899,493 and 32,875,560, respectively
32,900
32,876
Capital surplus
170,231
169,231
Retained earnings
1,164,665
1,120,292
Accumulated other comprehensive loss, net of tax benefit of $17,603 and $22,107, respectively
(56,914
(71,563
Total stockholders' equity
1,310,882
1,250,836
Total liabilities and stockholders' equity
The accompanying Notes are an integral part of these consolidated financial statements.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
(Dollars in thousands, except per share data)
Three Months Ended
INTEREST INCOME
Loans, including fees
104,396
72,954
Debt securities:
Taxable
8,991
3,781
Tax-exempt
7
26
32
1
32,020
1,757
Total interest income
145,446
78,519
INTEREST EXPENSE
Deposits
35,177
1,981
83
1,030
Total interest expense
36,290
3,012
Net interest income
109,156
75,507
Provision for credit losses
2,322
2,936
Net interest income after provision for credit losses
106,834
72,571
NONINTEREST INCOME
Trust revenue
4,222
3,506
Service charges on deposits
21,231
21,375
Securities transactions (includes accumulated other comprehensive loss reclassifications of $0 and $1,536, respectively)
(213
(3,915
Income from sales of loans
604
1,666
Insurance commissions
8,741
7,427
Cash management
6,734
3,131
Gain on sale of other assets
479
45
Other
6,030
10,415
Total noninterest income
47,828
43,650
NONINTEREST EXPENSE
Salaries and employee benefits
49,252
43,932
Occupancy, net
4,983
4,403
Depreciation
4,643
4,775
Amortization of intangible assets
880
831
Data processing services
2,107
1,805
Net expense from other real estate owned
2,459
1,794
Marketing and business promotion
2,527
2,073
Deposit insurance
1,613
1,128
11,853
11,771
Total noninterest expense
80,317
72,512
Income before taxes
74,345
43,709
Income tax expense
16,812
7,794
Net income
57,533
35,915
NET INCOME PER COMMON SHARE
Basic
1.75
1.10
Diluted
1.72
1.08
OTHER COMPREHENSIVE (LOSS)/GAIN
Unrealized income/(losses) on debt securities, net of tax (expense)/benefit of $(4,504) and $10,219, respectively
14,649
(32,833
Reclassification adjustment for losses included in net income, net of tax expense of $0 and $369, respectively
1,167
Other comprehensive income/(loss), net of tax (expense)/benefit of $(4,504) and $9,850, respectively
(31,666
Comprehensive income
72,182
4,249
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
COMMON STOCK
Issued at beginning of period
32,603
Shares issued for stock options
24
123
Issued at end of period
32,726
CAPITAL SURPLUS
Balance at beginning of period
159,914
Common stock issued for stock options
618
3,020
Stock-based compensation arrangements
382
458
Balance at end of period
163,392
RETAINED EARNINGS
977,067
Dividends on common stock ($0.40 and $0.36 per share, respectively)
(13,160
(11,782
1,001,200
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
Unrealized (losses)/gains on securities:
2,150
Net change
(29,516
Total stockholders’ equity
1,167,802
CONSOLIDATED STATEMENTS OF CASH FLOW
CASH FLOWS FROM OPERATING ACTIVITIES
Adjustments to reconcile to net cash provided by operating activities:
Depreciation and amortization
5,523
5,606
Net amortization of securities premiums and discounts
(273
1,921
Realized securities losses
213
3,915
Gain on sales of loans
(604
(1,666
Cash receipts from the sale of loans originated for sale
34,246
83,749
Cash disbursements for loans originated for sale
(33,634
(67,444
Deferred income tax benefit
(778
(968
(578
(771
Increase in interest receivable
(1,390
(4,714
Increase in interest payable
2,264
485
Amortization of stock-based compensation arrangements
Excess tax benefit from stock-based compensation arrangements
(324
(1,024
Other, net
4,602
5,209
Net cash provided by operating activities
69,504
63,607
INVESTING ACTIVITIES
Net cash received from acquisitions, net of cash paid
121,099
Net decrease/(increase) in federal funds sold
1,766
(76
Purchases of available for sale debt securities
(91,312
(966,818
Proceeds from maturities, calls and paydowns of held for investment debt securities
170
61
Proceeds from maturities, calls and paydowns of available for sale debt securities
32,940
19,689
Proceeds from sales of available for sale securities
222,473
Purchase of equity securities
(195
(144
Proceeds from paydowns and sales of equity securities
697
Net change in loans
(176,739
(67,669
Net receipts/(payments) on derivative asset contracts
11,141
(70,694
Purchases of premises, equipment and computer software
(7,962
(6,896
Purchase of tax credits
(536
(770
1,658
3,078
Net cash used in investing activities
(228,584
(745,970
FINANCING ACTIVITIES
Net change in deposits
(364,125
2,729,040
Net change in short-term borrowings
203,194
3,300
Issuance of common stock in connection with stock options, net
642
3,143
Cash dividends paid
(13,150
(11,738
Net cash (used in) provided by financing activities
(173,439
2,723,745
Net (decrease)/increase in cash, due from banks and interest-bearing deposits
(332,519
2,041,382
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
2,836,391
4,091,404
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for interest
34,026
2,503
Cash paid during the period for income taxes
1,880
Noncash investing and financing activities:
Cash consideration for acquisitions
77,685
Fair value of assets acquired in acquisitions
510,888
Liabilities assumed in acquisitions
433,203
Unpaid common stock dividends declared
13,160
11,781
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(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 items in prior consolidated financial statements have been reclassified to conform to the current presentation. Such reclassifications had no effect on previously reported cash flows, stockholders’ equity or comprehensive income.
Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with accounting principles generally accepted in the United States inherently involves the use of estimates and assumptions that affect the amounts reported in the financial statements and the related disclosures. These estimates relate principally to the determination of the allowance for 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, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 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 will be 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
On March 30, 2023, the Company took an advance of $200.0 million on its line of credit from the Federal Home Loan Bank (“FHLB”) of Topeka, Kansas, which was paid off on April 3, 2023.
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:
AmortizedCost
GrossUnrealizedGains
GrossUnrealizedLosses
EstimatedFairValue
Mortgage backed securities (1)
10
11
States and political subdivisions
1,810
Other securities
500
Total
2,321
December 31, 2022
13
1,870
The following table summarizes the amortized cost and estimated fair values of debt securities available for sale:
U.S. treasuries
1,629,245
1,341
(72,992
1,557,594
U.S. federal agencies
14,072
183
(1
14,254
17,934
(1,773
16,187
8,236
33
(114
8,155
Asset backed securities
12,780
(417
12,363
8,163
(803
7,360
1,690,430
1,583
(76,100
1,568,563
(90,699
1,477,864
15,025
198
15,222
18,449
21
(1,884
16,586
8,320
35
(221
8,134
13,371
(361
13,010
(758
7,405
1,631,891
254
(93,924
(1) Primarily consists of FHLMC, FNMA, GNMA and mortgage backed securities through U.S. agencies.
On January 10, 2022, the Company purchased United States Treasury Notes of $600 million par value with an average yield of 1.42% and an average maturity of 53 months.
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.
Held for Investment
Contractual maturity of debt securities:
Within one year
1,186
After one year but within five years
1,132
1,133
1,195
After five years but within ten years
After ten years
Available for Sale
105,557
104,164
101,607
100,655
1,336,179
1,267,384
1,316,874
1,233,725
207,450
205,173
170,513
163,101
41,244
39,192
42,897
40,740
Total debt securities
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:
Book value of pledged securities
580,946
573,952
8
The following is a detail of proceeds from sales and the realized losses on available for sale debt securities:
March 31, 2022
Proceeds
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 three months ended March 31, 2023. During the three months ended March 31, 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 statement of comprehensive income.
The following table summarizes debt securities with unrealized losses, segregated by the duration of the unrealized loss, at March 31, 2023 and December 31, 2022 respectively:
Less than 12 Months
More than 12 Months
Number of investments
EstimatedFair Value
UnrealizedLosses
71
501,386
9,684
958,843
63,308
1,460,229
72,992
344
Mortgage backed securities
95
302
14,364
1,770
14,666
1,773
1,486
14
1,311
100
2,797
114
417
4,793
370
2,567
433
803
179
508,311
10,072
989,448
66,028
1,497,759
76,100
74
787,925
27,078
689,939
63,621
90,699
349
92
10,001
1,239
5,055
645
15,056
1,884
2,308
184
464
2,772
221
361
4,871
291
2,534
467
758
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 March 31, 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
Certain loan segments were reclassified during the quarter. Each loan segment is made up 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. The prior period amounts have been revised to conform to the current period presentation. These reclassifications did not have a significant impact on the allowance for credit losses.
Loans held for investment are summarized by portfolio segment as follows:
Real estate:
Commercial real estate owner occupied
920,104
908,494
Commercial real estate non-owner occupied
1,396,400
1,383,150
Construction and development < 60 months
534,847
475,236
Construction residential real estate < 60 months
304,766
303,305
Residential real estate first lien
1,147,800
1,117,899
Residential real estate all other
206,402
196,198
Agriculture
422,488
408,037
Commercial non-real estate
1,262,737
1,241,454
Consumer non-real estate
441,497
446,756
Oil and gas
481,567
463,034
Total (1)
(1) Excludes accrued interest receivable of $30.9 million at March 31, 2023 and $30.6 million at December 31, 2022, that is recorded in accrued interest receivable and other assets.
The Company's loans are currently 83% held by BancFirst and 17% 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:
Other real estate owned and repossessed assets
38,874
36,936
As of both March 31, 2023 and December 31, 2022, other real estate owned included a commercial real estate property recorded at approximately $30.1 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.
For the Three Months Ended March 31,
Rental income
2,690
2,670
Operating expense
2,381
2,439
During the three months ended March 31, 2023, the Company sold property held in other real estate owned for a total gain of $98,000, compared to a total gain of $726,000 in the three months ended March 31, 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.
Nonaccrual loans
The Company did not recognize any interest income on nonaccrual loans for either the three months ended March 31, 2023 or 2022. In addition, there were no nonaccrual loans for which there is no related allowance for credit losses at both March 31, 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 $358,000 for the three months ended March 31, 2023 and approximately $376,000 for the three months ended March 31, 2022.
Nonaccrual loans guaranteed by government agencies totaled approximately $6.4 million at March 31, 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.
4,408
1,795
707
667
93
388
430
2,646
1,947
748
55
2,688
2,734
5,695
7,066
255
192
320
17,649
15,299
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
30-59 Days Past Due
60-89 Days Past Due
90 DaysandGreater
TotalPast DueLoans
CurrentLoans
Total Loans
AccruingLoans 90Days orMorePast Due
As of March 31, 2023
3,454
41
7,051
10,546
909,558
4,358
6,257
1,079
242
7,578
1,388,822
201
1,206
783
217
2,206
532,641
103
1,175
824
1,999
302,767
4,505
996
1,452
6,953
1,140,847
690
789
860
130
1,779
204,623
113
4,372
596
1,350
6,318
416,170
22
2,709
3,802
8,775
1,253,962
415
2,668
724
616
4,008
437,489
449
175
202
460
481,107
27,310
7,545
15,767
50,622
7,067,986
7,258
As of December 31, 2022
1,314
1,524
4,580
7,418
901,076
6,237
42
6,279
1,376,871
43
535
689
474,547
81
1,320
282
148
1,750
301,555
3,415
1,076
844
5,335
1,112,564
265
185
487
195,711
166
2,357
34
2,265
4,656
403,381
1,054
2,490
2,142
7,404
1,234,050
345
2,591
648
585
3,824
442,932
654
462,380
21,178
5,783
11,535
38,496
6,905,067
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.
The following table summarizes the Company’s gross loans held for investment by year of origination and internally assigned credit grades along with the gross charge-offs by year of origination:
12
Term Loans Amortized Cost Basis by Origination Year
Revolving Loans
2021
2020
2019
Prior
Amortized Cost Basis
Grade 1
26,840
171,896
136,273
98,471
87,267
158,659
50,504
729,910
Grade 2
15,333
37,268
33,356
25,810
20,013
32,197
19,018
182,995
Grade 3
18
1,694
75
1,277
1,469
62
4,601
Grade 4
252
250
311
798
2,259
Grade 5
339
Total commercial real estate owner occupied
42,191
209,422
171,573
124,667
109,694
192,973
69,584
Current-period gross charge-offs
48
40,007
333,790
239,906
164,977
106,365
86,491
44,389
1,015,925
13,477
122,684
48,822
28,644
36,980
79,557
31,249
361,413
6,996
152
9,864
1,343
18,355
620
Total commercial real estate non-owner occupied
53,529
464,090
288,728
193,773
153,209
167,433
75,638
44,459
152,820
80,373
39,720
5,063
6,975
51,743
381,153
3,757
50,735
16,826
7,203
14,085
2,372
54,929
149,907
2,525
886
99
156
3,673
Total construction and development < 60 months
50,741
204,522
97,199
47,055
19,148
9,354
106,828
59,006
156,832
4,707
258
35,474
256,329
8,841
35,304
46
394
2,156
46,784
1,265
Total construction residential real estate < 60 months
68,235
193,401
4,750
304
37,630
77,619
281,309
197,623
135,722
82,252
180,597
5,693
960,815
8,715
43,684
35,764
25,194
13,434
46,291
173,082
428
1,910
1,254
905
1,587
3,937
10,021
66
110
1,155
369
245
1,937
3,882
Total residential real estate first lien
86,828
327,013
235,796
162,190
97,518
232,762
8,382
30,718
9,868
9,884
5,061
14,304
41,871
120,088
987
5,712
2,002
1,729
1,500
3,624
66,883
82,437
172
224
139
122
1,113
1,242
3,060
27
772
817
Total residential real estate all other
9,541
36,654
12,009
11,688
6,683
19,059
110,768
19
16,685
69,811
42,014
34,467
20,604
39,693
49,791
273,065
10,701
24,320
21,468
9,205
10,223
19,584
32,697
128,198
592
6,337
977
3,356
112
3,290
4,896
19,560
59
646
98
477
50
305
30
1,665
Total Agriculture
28,037
101,114
64,557
47,505
30,989
62,872
87,414
16
108,823
212,982
189,496
58,782
45,803
47,346
305,503
968,735
22,343
73,851
42,567
15,526
12,546
21,578
94,656
283,067
952
2,000
392
308
675
2,035
8,135
20
351
741
608
203
2,536
264
Total commercial non-real estate
132,138
289,141
232,806
75,357
59,896
71,002
402,397
67
47
176
56,874
174,237
89,897
33,413
17,326
6,763
19,788
398,298
3,455
19,044
9,375
3,409
1,301
1,961
1,156
39,701
101
738
372
149
2,513
44
160
60
985
Total consumer non-real estate
60,430
194,451
100,392
37,238
18,939
8,933
21,114
76
15
140
81,777
21,451
110,461
12,661
3,861
2,469
167,211
399,891
1,080
5,968
3,504
729
21,421
15,971
29,233
77,906
2,080
247
1,439
3,770
Total oil and gas
82,857
29,499
114,212
13,394
25,282
18,440
197,883
Total loans held for investment
614,527
2,049,307
1,322,022
713,171
521,371
783,261
1,114,949
Total current-period gross charge-offs
158
53
64
432
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
Charge-offs
Recoveries
Net charge-offs
Provision for /(benefit from) credit losses on loans
Three Months Ended March 31, 2023
6,416
(48
49
6,547
30,190
(3
1,933
32,120
3,778
(2
(171
3,608
3,275
(49
3,226
4,092
4,454
1,418
(26
(24
1,444
6,217
(35
(29
80
6,268
25,106
(176
(154
127
25,079
4,132
(140
57
(83
4,232
8,104
(322
7,782
92,728
(432
142
(290
94,760
Initial allowance on loans purchased with credit deterioration
Three Months Ended March 31, 2022
7,550
(16
680
8,262
16,807
(459
16,348
(185
3,272
1,051
52
1,103
3,048
(44
(37
381
3,394
1,567
402
(409
1,560
8,392
(125
(122
(252
8,018
25,565
(57
(503
25,163
3,694
(80
(42
3,730
12,808
3,581
16,389
83,936
78
611
289
87,239
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 three month period ended March 31, 2023. The credit-deteriorated loans purchased during the three months ended March 31, 2022 were as follows:
Loans acquired with deteriorated credit quality
For the period ended March 31, 2022
Purchase price of loans at acquisition
661
Allowance for credit losses at acquisition
Par value of acquired loans at acquisition
739
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 three months ended March 31, 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
Specific Allocation
2,154
863
1,248
333
387
118
3,439
3,447
7,575
3,027
5,190
1,823
Total collateral-dependent loans held for investment
7,624
5,879
3,630
17,133
6,313
2,213
870
1,263
420
481
207
701
3,592
7,740
3,114
5,924
5,928
1,938
117
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:
Three Months Ended March 31,
565
2,153
Repossessed assets
395
277
960
2,430
(5) INTANGIBLE ASSETS AND GOODWILL
The following is a summary of intangible assets as of the date listed:
GrossCarryingAmount
AccumulatedAmortization
NetCarryingAmount
Core deposit intangibles
33,298
(14,465
18,833
Customer relationship intangibles
3,350
(3,080
270
36,648
(17,545
(13,615
19,683
(3,050
(16,665
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
Three months ended March 31, 2023
Balance at beginning and end of period
13,767
61,212
68,855
32,133
5,464
624
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 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
The Company has had a nonqualified incentive stock option plan, the BancFirst Corporation Stock Option Plan (the “Employee Plan”), since May 1986. At March 31, 2023, there were 42,500 shares available for future grants. The Employee Plan will terminate on December 31, 2024, if not extended. The options vest and are exercisable beginning four years from the date of grant at the rate of 25% per year for four years. Options expire no later than the end of fifteen years from the date of grant. The option price must be no less than 100% of the fair value of the stock relating to such option at the date of grant.
The Company has had the BancFirst Corporation Non-Employee Directors’ Stock Option Plan (the “Non-Employee Directors’ Plan”) since June 1999. Each non-employee director is granted an option for 10,000 shares. At March 31, 2023, there were 45,000 shares available for future grants. The Non-Employee Directors’ Plan will terminate on December 31, 2024, if not extended. The options vest and are exercisable beginning one year from the date of grant at the rate of 25% per year for four years, and expire no later than the end of fifteen years from the date of grant. The option price must be no less than 100% of the fair value of the stock relating to such option at the date of grant.
The Company currently uses newly issued shares for stock option exercises, but reserves the right to use shares purchased under the Company’s Stock Repurchase Program (the “SRP”) in the future.
Although not required or expected, the Company may settle some options in cash on a limited basis at the discretion of the Company. The Company had no cash settlements during the three months ended March 31, 2023 or March 31, 2022.
The following table is a summary of the activity under both the Employee Plan and the Non-Employee Directors’ Plan:
Wgtd. Avg.
Remaining
Aggregate
Exercise
Contractual
Intrinsic
Options
Price
Term
Value
(Dollars in thousands, except option data)
Outstanding at December 31, 2022
1,310,290
52.51
Options exercised
(6,541
33.72
Options canceled, forfeited, or expired
(7,500
87.62
Outstanding at March 31, 2023
1,296,249
52.40
10.37 Yrs.
39,796
Exercisable at March 31, 2023
500,499
31.48
6.69 Yrs.
25,833
17
The following table has additional information regarding options exercised under both the Employee Plan and the Non-Employee Directors’ Plan:
Three Months EndedMarch 31,
Total intrinsic value of options exercised
352
5,964
Cash received from options exercised
2,989
Tax benefit realized from options exercised
85
1,434
The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model and is based on certain assumptions including risk-free rate of return, dividend yield, stock price volatility and the expected term. The fair value of each option is expensed over its vesting period.
The following table is a summary of the Company’s recorded stock-based compensation expense:
Stock-based compensation expense
Tax benefit
Stock-based compensation expense, net of tax
290
348
The Company will continue to amortize the unearned stock-based compensation expense over the remaining vesting period of approximately seven years. The following table shows the unearned stock-based compensation expense:
Unearned stock-based compensation expense
12,318
No stock options were granted during the three months ended March 31, 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:
Weighted average grant-date fair value per share of options granted
26.21
Risk-free interest rate
1.75 to 2.14%
Dividend yield
2.00%
Stock price volatility
34.61 to 34.69%
Expected term
10 Yrs
The risk-free interest rate is determined by reference to the spot zero-coupon rate for the U.S. Treasury security with a maturity similar to the expected term of the options. The dividend yield is the expected yield for the expected term. The stock price volatility is estimated from the recent historical volatility of the Company’s stock. The expected term is estimated from the historical option exercise experience. The Company accounts for forfeitures as they occur.
The Company has had the BancFirst Corporation Directors’ Deferred Stock Compensation Plan (the “Deferred Stock Compensation Plan”) since May 1999. As of March 31, 2023, there are 24,435 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 17,392 and 6,177 shares of common stock distributed from the Deferred Stock Compensation Plan during the three months ended March 31, 2023 and 2022, respectively.
A summary of the accumulated stock units is as follows:
Accumulated stock units
114,070
129,609
Average price
37.40
34.91
(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 under the program:
Shares remaining to be repurchased
500,486
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 March 31, 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
As of March 31, 2023:
Total Capital
(to Risk Weighted Assets)-
1,346,652
16.70%
645,076
8.00%
846,662
10.50%
N/A
BancFirst
1,125,839
16.62%
541,939
711,294
677,423
10.00%
131,647
14.55%
72,377
94,995
90,472
49,123
13.18%
29,812
39,129
37,265
Common Equity Tier 1 Capital
1,166,638
14.47%
362,855
4.50%
564,441
7.00%
1,023,399
15.11%
304,840
474,196
440,325
6.50%
122,244
13.51%
40,712
63,330
58,807
45,556
12.22%
16,769
26,086
24,222
Tier 1 Capital
1,192,638
14.79%
483,807
6.00%
685,393
8.50%
1,043,399
15.40%
406,454
575,810
54,283
76,901
22,359
31,675
(to Total Assets)-
9.78%
487,729
4.00%
10.11%
412,824
516,030
5.00%
9.07%
53,935
67,419
9.08%
20,062
25,077
As of March 31, 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. 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.
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 Subordinated Notes. The Subordinated Notes have been structured to qualify as Tier 2 capital under bank regulatory guidelines.
(9) NET INCOME PER COMMON SHARE
Basic and diluted net income per common share are calculated as follows:
Income(Numerator)
Shares(Denominator)
Per ShareAmount
Income available to common stockholders
32,892,857
Dilutive effect of stock options
569,882
Income available to common stockholders plus assumed exercises of stock options
33,462,739
32,666,916
648,417
33,315,333
The following table shows the number of options that were excluded from the computation of diluted net income per common share for each period because the options were anti-dilutive for the period:
Shares
309,833
105,278
(10) FAIR VALUE MEASUREMENTS
Accounting standards define fair value as the price that would be received to sell an asset or the price paid to transfer a liability in the principal or most advantageous market available to the entity in an orderly transaction between market participants on the measurement date.
FASB Accounting Standards Codification (“ASC”) Topic 820 establishes a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows:
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.
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
Debt securities available for sale:
U.S. Treasury
Mortgage-backed securities
7,697
Other debt securities
Derivative assets
25,970
Derivative liabilities
24,955
7,680
454
20,745
The changes in Level 3 assets measured at estimated fair value on a recurring basis during the periods presented were as follows:
Twelve Months EndedDecember 31,
Balance at the beginning of the year
Transfers to level 2
Purchases
Settlements
(110
Total unrealized gain
(11
Balance at the end of the period
The Company’s policy is to recognize transfers in and transfers out of Levels 1, 2 and 3 as of the end of the reporting period. During the three months ended March 31, 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:
Level 3
As of and for the Year-to-date Period Ended March 31, 2023
Equity securities
15,009
Collateral dependent loans
168
235
2,032
As of and for the Year-to-date Period Ended December 31, 2022
15,512
1,618
180
34,999
23
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.
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.
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:
CarryingAmount
Fair Value
FINANCIAL ASSETS
Level 2 inputs:
Cash and cash equivalents
Debt securities held for investment
Level 3 inputs:
2,310
2,370
6,711,575
6,563,755
FINANCIAL LIABILITIES
10,188,895
10,614,840
203,534
80,540
82,385
OFF-BALANCE SHEET FINANCIAL INSTRUMENTS
Loan commitments
4,691
4,598
Letters of credit
532
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 March 31, 2023 or December 31, 2022.
25
(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. At March 31, 2023, the Company had a margin liability included in other liabilities in the amount of $4.6 million. At December 31, 2022, the Company had a margin asset included in other assets in the amount of $6.6 million.
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:
Oil and Natural Gas Swaps and Options
Notional Units
NotionalAmount
(Notional amounts and dollars in thousands)
Oil
Barrels
2,229
9,965
2,698
8,868
(2,229
(9,456
(2,698
(8,259
Gas/Natural Gas Liquids
MMBTUs/Gallons
20,923
16,005
25,059
11,877
(20,923
(15,499
(25,059
(11,424
Included in
Other assets
Other liabilities
(24,955
(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:
Derivative income
89
159
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:
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
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 MetropolitanBanks
BancFirst CommunityBanks
OtherFinancialServices
Executive,Operations& Support
Eliminations
30,739
57,685
15,151
4,624
942
Noninterest income
6,087
19,532
214
279
14,172
66,143
(58,599
23,310
43,599
9,644
1,630
6,164
48,417
(58,419
19,608
44,568
7,620
2,913
(907
9,773
16,845
191
133
12,983
42,574
(38,849
31,339
2,827
385
6,045
23,648
(38,706
Total Assets:
3,413,494
6,817,850
1,390,459
516,112
147,971
1,491,908
(1,445,689
3,412,369
6,886,066
1,404,033
541,002
171,679
1,473,443
(1,500,729
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.
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 March 31, 2023 and December 31, 2022 and results of operations for the three months ended March 31, 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:
Actual results may differ materially from forward-looking statements.
SUMMARY
The Company’s net income for the first quarter of 2023 was $57.5 million, compared to $35.9 million for the first quarter of 2022. Diluted net income per common share was $1.72 and $1.08 for the first quarter of 2023 and 2022, respectively. The Company’s net interest income for the first quarter of 2023 increased to $109.2 million, compared to $75.5 million for the first quarter of 2022. Rising short-term interest rates and loan growth drove the increase. The net interest margin for the first quarter was 3.89%, compared to 2.78% a year ago. For the first quarter of 2023, the Company recorded a provision for credit losses of $2.3 million, compared to a provision for credit losses of $2.9 million for the first quarter of 2022.
Noninterest income for the first quarter of 2023 totaled $47.8 million, compared to $43.7 million for the first quarter of 2022. The increase in noninterest income was mostly attributable to an increase in sweep account fees due to rising interest rates and higher volume, along with a $1.3 million increase in insurance commissions. Noninterest income for the first quarter of 2023 included $327,000 of income from an equity interest received from a prior loan settlement compared to $4.9 million of income from the same source in the first quarter of 2022. In addition, the first quarter 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 expense for the first quarter of 2023 increased to $80.3 million compared to $72.5 million for the first quarter of 2022. The increase in noninterest expense was primarily related to an increase in salaries and employee benefits of approximately $5.3 million. The first quarter of 2022 included a gain on sale of OREO which reduced noninterest expense by $726,000. The Company’s effective tax rate was 22.6% for the first quarter of 2023 compared to 17.8% for the first quarter of 2022. During the quarter, the Company adopted Accounting Standard Update ("ASU") 2023-02 and amortized $977,000 of New Market Tax Credits ("NMTC") to income tax expense during the period that would have previously been recorded to other expense. Exercises of stock options and a lower state tax rate contributed to the lower effective tax rate in 2022.
At March 31, 2023, the Company’s total assets were $12.3 billion, a decrease of $55.8 million from December 31, 2022. Debt securities of $1.6 billion were up $77.6 million from December 31, 2022. Loans totaled $7.1 billion, an increase of $175.0 million from December 31, 2022. Deposits totaled $10.6 billion, a decrease of $364.1 million from December 31, 2022 as demand deposits moved into the Company's off balance sheet sweep product. Sweep accounts totaled $4.1 billion at March 31, 2023 up $394.9 million from December 31, 2022. The Company’s total stockholders’ equity at March 31, 2023 was $1.3 billion, an increase of $60.0 million over December 31, 2022.
At March 31, 2023, the Company’s nonaccrual loans were $17.6 million compared to $15.3 million at year-end 2022. Nonaccrual loans represented 0.25% of total loans at March 31, 2023, compared to 0.22% at December 31, 2022. The allowance for credit losses to total loans was 1.33% at both March 31, 2023 and December 31, 2022. Net charge-offs were minimal for both the first quarter of 2023 and 2022.
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
The following table presents, for the periods indicated, certain information related to the Company's consolidated average balance sheet, 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
29
balances and any interest on such nonaccrual loans is recognized on a cash basis. Loan fees included in interest income were $5.6 million for the three months ended March 31, 2023 compared to $7.3 million for the three months ended March 31, 2022.
CONSOLIDATED AVERAGE BALANCE SHEETS AND INTEREST MARGIN ANALYSIS
Taxable Equivalent Basis
Interest
Average
Income/
Yield/
Balance
Expense
Rate
Earning assets:
Loans (1)
7,005,731
104,481
6.05
%
6,359,795
73,066
4.66
Debt securities – taxable
1,572,278
2.32
1,105,222
1.39
Debt securities – tax exempt
3,481
1.07
4,774
2.93
Federal funds sold and interest-bearing deposits with banks
2,799,540
32,052
4.64
3,548,875
1,758
0.20
Total earning assets
11,381,030
145,533
5.19
11,018,666
78,639
2.89
Nonearning assets:
218,164
269,015
Interest receivable and other assets
795,316
785,248
(93,316
(85,228
Total nonearning assets
920,164
969,035
12,301,194
11,987,701
LIABILITIES AND STOCKHOLDERS’ EQUITY
Interest-bearing liabilities:
Transaction deposits
927,265
1,632
0.71
942,178
0.08
Savings deposits
4,424,063
30,491
2.80
4,170,503
1,141
0.11
Time deposits
705,787
3,054
1.76
654,091
649
0.40
6,844
4.94
0.12
86,049
4.86
85,992
Total interest-bearing liabilities
6,150,008
2.39
5,855,223
0.21
Interest-free funds:
Noninterest-bearing deposits
4,797,014
4,883,050
Interest payable and other liabilities
79,735
67,688
Stockholders’ equity
1,274,437
1,181,740
Total interest free funds
6,151,186
6,132,478
Total liabilities and stockholders’ equity
109,243
75,627
Net interest spread
2.68
Effect of interest free funds
1.09
0.10
Net interest margin
3.89
2.78
Selected income statement data and other selected data for the comparable periods were as follows:
SELECTED CONSOLIDATED FINANCIAL DATA
Income Statement Data
Securities transactions
Per Common Share Data
Net income – basic
Net income – diluted
Cash dividends
0.36
Performance Data
Return on average assets
1.90
1.22
Return on average stockholders’ equity
18.31
12.33
Cash dividend payout ratio
22.86
32.73
Efficiency ratio
51.16
60.85
Net charge-offs to average loans
0.00
Net Interest Income
For the three months ended March 31, 2023, net interest income, which is the Company’s principal source of operating revenue, increased $33.6 million or 44.6% compared to the three months ended March 31, 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 first quarter of 2023 increased compared to the first quarter of 2022.
During 2022, the Federal Reserve began raising interest rates to help slow inflation in the economy. The Company’s net interest income and net interest margin were impacted by the increases in interest rates. Our expectation is that interest rates will continue to increase in the near term.
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 $290,000 for the first quarter of 2023, compared to net loan recoveries of $289,000 for the first quarter of 2022. The rate of net charge-offs to average total loans, as presented in the preceding table, continues to be at a low level.
Noninterest Income
Noninterest income, as presented in the preceding table, increased by $4.2 million for the first quarter of 2023 compared to the first quarter of 2022. The increase in noninterest income was mostly attributable to an increase in sweep account fees due to rising interest rates and higher volume, along with a $1.3 million increase in insurance commissions. Noninterest income for the first quarter of 2023 included $327,000 of income from an equity interest received from a prior loan settlement compared to $4.9 million of income
31
from the same source in the first quarter of 2022. In addition, the first quarter 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 included non-sufficient funds ("NSF") and overdraft fees totaling $6.4 million and $6.5 million for the three months ended March 31, 2023 and 2022, respectively. This represents 13.5% and 15.0% of the Company’s noninterest income for the respective periods. In addition, the Company had debit card interchange fees totaling $12.0 million and $11.7 million during the three months ended March 31, 2023 and 2022, respectively. This represents 25.2% and 26.7% of the Company’s noninterest income for the respective periods.
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, based on current run rates, this will cause a reduction of annual pretax income from debit card interchange fees of approximately $22 million beginning July 1, 2023.
Noninterest Expense
Noninterest expense, as presented in the preceding table, increased by $7.8 million for first quarter of 2023 compared to the first quarter of 2022. The increase in noninterest expenses was primarily related to an increase in salaries and employee benefits of $5.3 million. The first quarter of 2022 included a gain on sale of OREO which reduced noninterest expense by $726,000.
Income Taxes
The Company’s effective tax rate was 22.6% for the first quarter of 2023, compared to 17.8% for the first quarter of 2022. During the quarter, the Company adopted ASU 2023-02 and amortized $977,000 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 1.31%. Exercises of stock options and a lower state tax rate 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.
FINANCIAL POSITION
Balance Sheet Data
Total loans (net of unearned interest)
7,124,831
6,949,795
Debt securities
1,618,233
1,540,604
Stockholders' equity
Book value per share
39.85
38.05
Tangible book value per share (non-GAAP)(1)
33.73
31.90
Reconciliation of Tangible Book Value per Common Share (non-GAAP)(2)
Less goodwill
Less intangible assets, net
Tangible stockholders' equity (non-GAAP)
1,109,724
1,048,798
Common shares outstanding
32,899,493
32,875,560
Tangible book value per share (non-GAAP)
Selected Financial Ratios
Balance Sheet Ratios:
Average loans to deposits (year-to-date)
64.54
60.06
Average earning assets to total assets (year-to-date)
92.52
91.63
Average stockholders’ equity to average assets (year-to-date)
10.36
9.67
Asset Quality Data
Loans past due 90 days and still accruing
Nonaccrual loans (3)
Asset Quality Ratios:
Nonaccrual loans to total loans
0.25
0.22
Allowance for credit losses to total loans
1.33
Allowance for credit losses to nonaccrual loans
536.93
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 $6.4 million of nonaccrual loans at March 31, 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 $334.3 million or 10.5% to $2.8 billion, from December 31, 2022 to March 31, 2023. The decrease was related to demand deposits that were moved into the Company's off-balance sheet sweep product. Sweep accounts were $4.1 billion at March 31, 2023, up $394.9 million from December 31, 2022.
Securities
At March 31, 2023, total debt securities increased $77.6 million, or 5.0% 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 $74.5 million at March 31, 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 comprehensive income, net of income tax, in the amounts of a loss of $56.9 million at March 31, 2023 and a loss of $71.6 million at December 31, 2022. During the quarter ended March 31, 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 quarter ended March 31, 2023. During the quarter ended March 31, 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%.
See Note (3) of the Notes to Consolidated Financial Statements for disclosures regarding the Company’s Securities.
Loans
At March 31, 2023, total loans increased $175.0 million or 2.5% compared to December 31, 2022, as a result of internal loan growth. The increase of internal loan growth was 62% from the Company's Oklahoma subsidiary BancFirst and 38% 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.
The allowance for credit losses to total loans was 1.33% at both March 31, 2023 and 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 $17.6 million at March 31, 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 $358,000 for the three months ended March 31, 2023 and $376,000 for the three months ended March 31, 2022. Only a small amount of this interest is expected to be ultimately collected. Approximately $6.4 million of nonaccrual loans were guaranteed by government agencies at March 31, 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 Accounting Standards Update (“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.
Other Real Estate Owned and Repossessed Assets
Other real estate owned (OREO) and repossessed assets totaled $38.9 million at March 31, 2023, compared to $36.9 million at December 31, 2022. 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 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 $30.1 million at March 31, 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.
The Company's total rental income from OREO was approximately $2.8 million for the three months ended March 31, 2023 and for the three months ended March 31, 2022. In addition, the Company's total OREO holding expense was approximately $2.6 million for the three months ended March 31, 2023 compared to approximately $2.5 million for the three months ended March 31, 2022.
Intangible Assets, Goodwill and Other Assets
Identifiable intangible assets and goodwill totaled $201.2 million and $202.0 million at March 31, 2023 and December 31, 2022, respectively.
Other assets includes the cash surrender value of key-man life insurance policies totaling $83.3 million at March 31, 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 $26.0 million at March 31, 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. At March 31, 2023, the Company had a margin liability included in other liabilities in the amount of $4.6 million. At December 31, 2022, the Company had a margin asset included in other assets in the amount of $6.6 million. 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 $15.0 million at March 31, 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 $20.3 million at March 31, 2023 and $21.4 million at December 31, 2022. 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. During the quarter the Company adopted ASU 2023-02 and 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. 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. The Company is highly liquid with 23% of cash and due from banks, interest-bearing deposits with banks and federal funds sold to total assets.
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.
At March 31, 2023, deposits totaled $10.6 billion, a decrease of $364.1 million from December 31, 2022 as demand deposits moved into the Company's off balance sheet sweep 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 97.8% at March 31, 2023 and 98.1% at December 31, 2022. Noninterest-bearing deposits to total deposits were 42.8% at March 31, 2023, compared to 45.1% at December 31, 2022.
Off-balance sheet sweep accounts totaled $4.1 billion at March 31, 2023 compared to $3.7 billion at December 31, 2022. The Company's sweep accounts affected the balances of both assets and deposits.
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 $203.5 million at March 31, 2023, compared to $300,000 at December 31, 2022. The increase in short-term borrowings was due to BancFirst taking a $200.0 million advance on its line of credit from the Federal Home Loan Bank (“FHLB”) of Topeka, Kansas, which was paid off on April 3, 2023. The Company has several lines of credit it can use. At March 31, 2023, BancFirst had $560.3 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. Pegasus has a federal funds line of credit with BancFirst for $50.0 million. Worthington has a $25.0 million federal funds line of credit with BancFirst, 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 $28.2 million and a $69.9 million line of credit from the FHLB of Dallas, Texas.
Capital Resources
Stockholders’ equity totaled $1.3 billion at March 31, 2023 an increase of $60.0 million from December 31, 2022. In addition to net income of $57.5 million, other changes in stockholders’ equity during the three months ended March 31, 2023 included $642,000 related to common stock issuances for stock option exercises, $382,000 related to stock-based compensation and a $14.6 million increase in accumulated other comprehensive income that were partially offset by $13.2 million in dividends. The Company’s leverage ratio and total risk-based capital ratios at March 31, 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
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.
36
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.
PART II – OTHER INFORMATION
Item 1. Legal Proceedings.
The Company has been named as a defendant in various legal actions arising from the conduct of its normal business activities. Although the amount of any liability that could arise with respect to these actions cannot be accurately predicted, in the opinion of the Company, any such liability will not have a material adverse effect on the consolidated financial statements of the Company.
Item 1A. Risk Factors.
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 could prompt 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 high 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.
None.
Item 3. Defaults Upon Senior Securities.
Item 4. Mine Safety Disclosures.
Item 5. Other Information.
Item 6. Exhibits.
ExhibitNumber
Exhibit
3.1*
Amended and Restated By-Laws of BancFirst Corporation.
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).
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.
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.
(Registrant)
Date: May 9, 2023
/s/ David Harlow
David Harlow
President
Chief Executive Officer
(Principal Executive Officer)
/s/ Kevin Lawrence
Kevin Lawrence
Executive Vice President
Chief Financial Officer
(Principal Financial Officer)