SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2001 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from____________________ to _______________________ Commission File Number 0-14384 BancFirst Corporation (Exact name of registrant as specified in charter) Oklahoma 73-1221379 (State or other Jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 101 N. Broadway, Oklahoma City, Oklahoma 73102-8401 (Address of principal executive offices) (Zip Code) (405) 270-1086 (Registrant's telephone number, including area code) ------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No . --- --- As of July 31, 2001 there were 8,244,665 shares of the registrant's Common Stock outstanding.
PART I - FINANCIAL INFORMATION Item 1. Financial Statements. BANCFIRST CORPORATION CONSOLIDATED BALANCE SHEET (Unaudited) (Dollars in thousands) <TABLE> <CAPTION> June 30, -------------------------- December 31, 2001 2000 2000 ----------- ----------- ----------- <S> <C> <C> <C> ASSETS Cash and due from banks $ 146,410 $ 112,211 $ 162,455 Interest-bearing deposits with banks 1,560 1,070 663 Federal funds sold 174,000 4,240 65,900 Securities (market value: $553,191, and $578,119 and $561,434, respectively) 551,085 579,503 560,551 Loans: Total loans (net of unearned interest) 1,670,877 1,542,682 1,666,338 Allowance for loan losses (24,998) (24,302) (25,380) ----------- ----------- ----------- Loans, net 1,645,879 1,518,380 1,640,958 Premises and equipment, net 60,308 54,113 57,795 Other real estate owned 2,076 2,366 1,453 Intangible assets, net 23,561 22,545 25,156 Accrued interest receivable 26,953 23,523 27,288 Other assets 35,297 28,829 28,036 ----------- ----------- ----------- Total assets $ 2,667,129 $ 2,346,780 $ 2,570,255 =========== =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY Deposits: Noninterest-bearing $ 511,745 $ 452,353 $ 509,770 Interest-bearing 1,823,267 1,621,438 1,757,627 ----------- ----------- ----------- Total deposits 2,335,012 2,073,791 2,267,397 Short-term borrowings 38,219 31,838 37,292 Long-term borrowings 26,523 28,320 26,613 9.65% Capital Securities 25,000 25,000 25,000 Accrued interest payable 10,632 8,794 10,302 Other liabilities 20,960 6,727 6,693 Minority interest 1,925 -- -- ----------- ----------- ----------- Total liabilities 2,458,271 2,174,470 2,373,297 ----------- ----------- ----------- Commitments and contingent liabilities Stockholders' equity: Common stock, $1.00 par (shares issued: 8,242,665, 8,075,108 and 8,326,638, respectively) 8,243 8,075 8,327 Capital surplus 56,827 47,131 56,169 Retained earnings 137,421 121,689 130,932 Accumulated other comprehensive income 6,367 (4,585 ) 1,530 ----------- ----------- ----------- Total stockholders' equity 208,858 172,310 196,958 ----------- ----------- ----------- Total liabilities and stockholders' equity $ 2,667,129 $ 2,346,780 $ 2,570,255 =========== =========== =========== </TABLE> See accompanying notes to consolidated financial statements.
BANCFIRST CORPORATION CONSOLIDATED STATEMENT OF INCOME (Unaudited) (Dollars in thousands, except per share data) <TABLE> <CAPTION> Three Months Ended Six Months Ended June 30, June 30, --------------------- --------------------- 2001 2000 2001 2000 -------- -------- -------- --------- <S> <C> <C> <C> <C> INTEREST INCOME Loans, including fees $ 37,030 $ 35,535 $ 75,231 $ 68,888 Securities: Taxable 7,522 8,382 15,214 16,809 Tax-exempt 565 529 1,172 1,080 Federal funds sold 2,237 484 3,875 1,287 Interest-bearing deposits with banks 62 10 104 28 -------- -------- -------- --------- Total interest income 47,416 44,940 95,596 88,092 -------- -------- -------- --------- INTEREST EXPENSE Deposits 19,550 17,947 40,109 35,065 Short-term borrowings 450 421 912 767 Long-term borrowings 415 431 822 844 9.65% Capital Securities 611 612 1,223 1,224 -------- -------- -------- --------- Total interest expense 21,026 19,411 43,066 37,900 -------- -------- -------- --------- Net interest income 26,390 25,529 52,530 50,192 Provision for loan losses 480 1,180 812 2,469 -------- -------- -------- --------- Net interest income after provision for loan losses 25,910 24,349 51,718 47,723 -------- -------- -------- --------- NONINTEREST INCOME Trust revenue 801 785 1,759 1,562 Service charges on deposits 4,967 4,402 9,391 8,458 Securities transactions 13 -- 12 -- Income from sales of loans 155 276 344 490 Other 3,244 1,750 6,080 3,961 -------- -------- -------- --------- Total noninterest income 9,180 7,213 17,586 14,471 -------- -------- -------- --------- NONINTEREST EXPENSE Salaries and employee benefits 13,721 12,175 26,785 24,077 Occupancy and fixed assets expense, net 1,365 1,297 2,925 2,675 Depreciation 1,300 1,287 2,565 2,553 Amortization of intangibles 693 931 1,495 1,877 Data processing services 523 610 1,050 1,272 Net expense from other real estate owned 155 (63) 133 (133) Other 6,441 5,064 12,406 9,968 -------- -------- -------- --------- Total noninterest expense 24,198 21,301 47,359 42,289 -------- -------- -------- --------- Income before taxes 10,892 10,261 21,945 19,905 Income tax expense (3,857) (3,878) (7,759) (7,365) -------- -------- -------- --------- Net income 7,035 6,383 14,186 12,540 Other comprehensive income, net of tax: Unrealized gains (losses) on securities 287 (69) 4,837 (1,077) -------- -------- -------- --------- Comprehensive income $ 7,322 $ 6,314 $ 19,023 $ 11,463 ======== ======== ======== ========= NET INCOME PER COMMON SHARE Basic $ 0.85 $ 0.79 $ 1.71 $ 1.55 ======== ======== ======== ========= Diluted $ 0.84 $ 0.78 $ 1.69 $ 1.54 ======== ======== ======== ========= See accompanying notes to consolidated financial statements. </TABLE>
BANCFIRST CORPORATION CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) (Dollars in thousands) <TABLE> <CAPTION> Six Months Ended June 30, ----------------------------------- 2001 2000 ------------------ ------------- <S> <C> <C> CASH FLOWS FROM OPERATING ACTIVITIES $ 18,513 $ 15,735 ------------------ ------------- INVESTING ACTIVITIES Net cash and due from banks used for acquisitions and divestitures (4,856) -- Purchases of securities: Held for investment (1,913) (15,013) Available for sale (93,068) (18,449) Maturities of securities: Held for investment 11,606 11,473 Available for sale 83,137 37,080 Proceeds from sales and calls of securities Held for investment 8,806 596 Available for sale 20,080 -- Net (increase) decrease in federal funds sold (108,100) 47,426 Purchases of loans (326) (1,892) Proceeds from sales of loans 60,969 50,659 Net other increase in loans (68,612) (139,319) Purchases of premises and equipment (5,887) (5,893) Proceeds from the sale of other real estate owned and repossessed assets 2,308 1,979 Other, net 814 1,592 ------------------ ------------- Net cash used by investing activities (95,042) (29,761 ) ------------------ ------------- FINANCING ACTIVITIES Net increase (decrease) in demand, transaction and savings deposits (9,125) 5,414 Net increase (decrease) in certificates of deposits 76,740 (14,320 ) Net increase in short-term borrowings 927 9,747 Net increase (decrease) in long-term borrowings (90) 1,928 Issuance of common stock 694 389 Acquisition of common stock (4,702) (1,667 ) Cash dividends paid (3,063) (2,590 ) ------------------ ------------- Net cash provided (used) by financing activities 61,381 (1,099 ) ------------------ ------------- Net decrease in cash and due from banks (15,148) (15,125 ) Cash and due from banks at the beginning of the period 163,118 128,406 ------------------ ------------- Cash and due from banks at the end of the period $ 147,970 $ 113,281 ================== ============= SUPPLEMENTAL DISCLOSURE Cash paid during the period for interest $ 42,736 $ 37,527 ================== ============= Cash paid during the period for income taxes $ 7,743 $ 7,590 ================== ============= See accompanying notes to consolidated financial statements. </TABLE>
BANCFIRST CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Dollars in thousands, except per share data) (1) GENERAL The accompanying consolidated financial statements include the accounts of BancFirst Corporation, BFC Capital Trust I, Century Life Assurance Company, Council Oak Capital, Inc., Council Oak Partners, LLC, BancFirst and its subsidiaries, and First Southwest Bank. All significant intercompany accounts and transactions have been eliminated. Assets held in a fiduciary or agency capacity are not assets of the Company and, accordingly, are not included in the consolidated financial statements. The unaudited interim financial statements contained herein reflect all adjustments which are, in the opinion of management, necessary to provide a fair statement of the financial position and results of operations of the Company for the interim periods presented. All such adjustments are of a normal and recurring nature. There have been no significant changes in the accounting policies of the Company since December 31, 2000, the date of the most recent annual report. Certain amounts in the 2000 financial statements have been reclassified to conform to the 2001 presentation. The preparation of financial statements in conformity with generally accepted accounting principles inherently involves the use of estimates and assumptions that affect the amounts reported in the financial statements and the related disclosures. Such estimates and assumptions may change over time and actual amounts may differ from those reported. (2) RECENT ACCOUNTING PRONOUNCEMENTS The Financial Accounting Standards Board (the "FASB") Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities", as amended by Statements 137 and 138, was adopted by the Company on January 1, 2001. This Statement established accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. It requires that an entity recognize all derivatives as either assets or liabilities in the statement of financial position and measure those financial instruments at fair value. The accounting for changes in the fair value of a derivative instrument depends on the intended use of the derivative and its resulting designation. The adoption of this standard did not have a material effect on the Company's consolidated financial statements. In September 2000, the FASB issued Statement of Financial Accounting Standards No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities -A Replacement of FASB Statement No. 125". This Statement is effective for transfers occurring after March 31, 2001 and for disclosures relating to securitization transactions and collateral for fiscal years ending after December 15, 2000. The adoption of this standard did not have a material effect on the Company's consolidated financial statements. In June 2001, the FASB issued Statement of Financial Accounting Standards No. 141, "Business Combinations". This Statement is effective for all business combinations initiated after June 30, 2001, and requires that all business combinations be accounted for using the purchase method. Also in June 2001, the FASB issued Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets". Statement 142 requires that, for fiscal years beginning after December 15, 2001, goodwill and other indefinite-lived intangible assets already recognized in an entity's financial statements no longer be amortized, and that goodwill and other indefinite-lived intangible assets acquired after June 30, 2001 not be amortized. Instead, goodwill and other indefinite-lived intangible assets will be tested at least annually for impairment by comparing the fair value of those assets with their recorded amounts. Any impairment losses will be reported in the entity's income statement. The adoption of Statement 142 will have a material effect on the consolidated financial statements of the Company by eliminating goodwill amortization from its income statement and from the calculations of net income per share. Excluding the effects of goodwill amortization, the Company's net income for the three months and six months ended June 30, 2001 would have been $7,617 and $15,292, respectively. Net income per diluted share for the same periods would have been $0.91 and $1.82, respectively. Management does not believe that the Company will recognize any impairment charges from the adoption of Statement 142.
(3) RECENT DEVELOPMENTS; MERGERS, ACQUISITIONS AND DISPOSALS In March 2000, BancFirst Corporation became a financial holding company under the new Gramm-Leach-Bliley financial services modernization law. This will allow the Company to expand into new financial activities such as insurance underwriting, securities underwriting and dealing, and mutual fund distribution. In October 2000, BancFirst Corporation completed the acquisition of First Southwest Corporation of Frederick, Oklahoma ("First Southwest") which had total assets of approximately $118,000. All of the outstanding shares of First Southwest common stock were exchanged for 266,681 shares of BancFirst Corporation common stock and approximately $4,335 of cash. The acquisition was accounted for as a purchase. Accordingly, the effects of the acquisition are included in the Company's consolidated financial statements from the date of the acquisition forward. Total intangible assets of $4,279 were recorded for the purchase. The acquisition did not have a material effect on the results of operations of the Company for 2000. In January 2001, BancFirst Corporation completed the acquisition of 75% of the outstanding common stock of Century Life Assurance Company ("Century Life") from Pickard Limited Partnership, a Rainbolt family partnership. Century Life underwrites credit life insurance, credit accident and health insurance, and ordinary life insurance. The Rainbolt family is the largest shareholder of BancFirst Corporation and two members of the family are the Chairman and the CEO of BancFirst Corporation. The purchase price was $5,429. At December 31, 2000, Century Life had total assets of $22,964 and total stockholders' equity of $6,956. The acquisition was accounted for as a book value purchase. Accordingly, the acquisition was recorded based on the book value of Century Life and the effects of the acquisition are included in the Company's consolidated financial statements from the date of the acquisition forward. The acquisition is not expected to have a material effect on the results of operations of the Company for 2001. (4) SECURITIES The table below summarizes securities held for investment and securities available for sale. <TABLE> <CAPTION> June 30, ------------------------- December 31, 2001 2000 2000 ----------- ----------- ------------ <S> <C> <C> <C> Held for investment at cost (market value; $92,834, $93,751 $ 90,728 $ 95,135 $ 106,991 and $107,874, respectively) Available for sale, at market value 460,357 484,368 453,560 ----------- ----------- ----------- Total $ 551,085 $ 579,503 $ 560,551 =========== =========== =========== </TABLE>
(5) LOANS AND ALLOWANCE FOR LOAN LOSSES The following is a schedule of loans outstanding by category: <TABLE> <CAPTION> June 30, December 31 ---------------------------------------------------- ---------------------- 2001 2000 2000 ---------------------- ---------------------- ---------------------- Amount Percent Amount Percent Amount Percent ---------- ------- ---------- ------- ---------- ------- <S> <C> <C> <C> <C> <C> <C> Commercial and industrial $ 383,475 22.95% $ 390,471 25.31% $ 394,534 23.68% Agriculture 84,446 5.05 52,201 3.38 91,263 5.48 Real Estate: Construction 84,389 5.05 80,341 5.21 84,637 5.08 Farmland 59,580 3.57 36,926 2.39 56,695 3.40 One to four family residences 376,594 22.54 355,273 23.03 372,460 22.35 Multifamily residential properties 15,630 0.94 22,230 1.44 19,869 1.19 Commercial 330,912 19.80 299,498 19.42 322,759 19.37 Consumer 275,759 16.50 269,394 17.46 275,175 16.51 Other 60,092 3.60 36,348 2.36 48,946 2.94 ---------- ------- ---------- ------- ---------- ------- Total loans $1,670,877 100.00% $1,542,682 100.00% $1,666,338 100.00% ========== ======= ========== ======= ========== ======= Loans held for sale (included above) $ 8,782 $ 9,118 $ 5,106 ========== ========== ========== </TABLE> The Company's loans are mostly to customers within Oklahoma and over half of the loans are secured by real estate. Credit risk on loans is managed through limits on amounts loaned to individual borrowers, underwriting standards and loan monitoring procedures. The amounts and types of collateral obtained to secure loans are based upon the Company's underwriting standards and management's credit evaluation. Collateral varies, but may include real estate, equipment, accounts receivable, inventory, livestock and securities. The Company's interest in collateral is secured through filing mortgages and liens, and in some cases, by possession of the collateral. The amount of estimated loss due to credit risk in the Company's loan portfolio is provided for in the allowance for loan losses. The amount of the allowance required to provide for all existing losses in the loan portfolio is an estimate based upon evaluations of loans, appraisals of collateral and other estimates which are subject to rapid change due to changing economic conditions and the economic prospects of borrowers. It is reasonably possible that a material change could occur in the estimated allowance for loan losses in the near term Changes in the allowance for loan losses are summarized as follows: <TABLE> <CAPTION> Three Months Ended June 30, Six Months Ended June 30, ---------------------------- ---------------------------- 2001 2000 2001 2000 ------------ ------------ ------------ ------------ <S> <C> <C> <C> <C> Balance at beginning of period $ 25,321 $ 23,566 $ 25,380 $ 22,548 ------------ ------------ ------------ ------------ Charge-offs (988) (743) (1,631) (1,403) Recoveries 185 300 437 689 ------------ ------------ ------------ ------------ Net charge-offs (803) (443) (1,194) (714) ------------ ------------ ------------ ------------ Provisions charged to operations 480 1,180 812 2,469 Additions from acquisitions -- -- -- -- ------------ ------------ ------------ ------------ Total additions 480 1,180 812 2,469 ------------ ------------ ------------ ------------ Balance at end of period $ 24,998 $ 24,303 $ 24,998 $ 24,303 ============ ============ ============ ============ </TABLE>
The net charge-offs by category are summarized as follows: <TABLE> <CAPTION> Three Months Ended June 30, Six Months Ended June 30, -------------------------------- ------------------------------- 2001 2000 2001 2000 -------------- --------------- -------------- -------------- <S> <C> <C> <C> <C> Commercial, financial and other $ 288 $ (66) $ 425 $ (114) Real estate - construction -- 54 -- 11 Real estate - mortgage 55 104 22 130 Consumer 460 351 747 687 -------------- --------------- -------------- -------------- Total $ 803 $ 443 $ $1,194 $ 714 ============== =============== ============== ============== </TABLE> (6) NONPERFORMING AND RESTRUCTURED ASSETS Below is a summary of nonperforming and restructured assets: <TABLE> <CAPTION> June 30, --------------------------------------------- December 31, 2001 2000 2000 --------------------- --------------------- --------------------- <S> <C> <C> <C> Past due over 90 days and still accruing $ 2,862 $ 2,321 $ 2,790 Nonaccrual 8,172 8,194 8,852 Restructured 746 1,010 569 --------------------- --------------------- --------------------- Total nonperforming and restructured loans 11,780 11,525 12,211 Other real estate owned and repossessed assets 2,698 2,837 2,130 --------------------- --------------------- --------------------- Total nonperforming and restructured assets $ 14,478 $ 14,362 $ 14,341 ===================== ===================== ===================== Nonperforming and restructured loans to total loans 0.71% 0.75% 0.73% ===================== ===================== ===================== Nonperforming and restructured assets to total assets 0.54% 0.61% 0.56% ===================== ===================== ===================== </TABLE> (7) INTANGIBLE ASSETS The following is a summary of intangible assets, net of accumulated amortization: <TABLE> <CAPTION> June 30, --------------------------------------------- December 31, 2001 2000 2000 --------------------- --------------------- --------------------- <S> <C> <C> <C> Excess of cost over fair value of assets acquired $ 21,380 $ 20,379 $ 22,704 Core deposit intangibles 2,178 2,161 2,448 Trademarks 3 5 4 --------------------- --------------------- --------------------- Total $ 23,561 $ 22,545 $ 25,156 ===================== ===================== ===================== </TABLE>
(8) CAPITAL The Company is subject to risk-based capital guidelines issued by the Board of Governors of the Federal Reserve System. These guidelines are used to evaluate capital adequacy and involve both quantitative and qualitative evaluations of the Company's assets, liabilities, and certain off-balance-sheet items calculated under regulatory practices. Failure to meet the minimum capital requirements can initiate certain mandatory or discretionary actions by the regulatory agencies that could have a direct material effect on the Company's financial statements. The required minimums and the Company's respective ratios are shown below. <TABLE> <CAPTION> June 30, Minimum --------------------------------------------- December 31, Required 2001 2000 2000 ----------------- -------------------- -------------------- -------------------- <S> <C> <C> <C> <C> Tier 1 capital $ 203,869 $ 179,350 $ 195,273 Total capital $ 227,811 $ 200,110 $ 217,708 Risk-adjusted assets $ 1,867,144 $ 1,607,075 $ 1,741,664 Leverage ratio 3.00% 7.71% 7.72% 7.67% Tier 1 capital ratio 4.00% 10.92% 11.16% 11.21% Total capital ratio 8.00% 12.20% 12.45% 12.50% </TABLE> To be "well capitalized" under federal bank regulatory agency definitions, a depository institution must have a Tier 1 ratio of at least 6%, a combined Tier 1 and Tier 2 ratio of at least 10%, and a leverage ratio of at least 5%. As of June 30, 2001 and 2000, and December 31, 2000, BancFirst was considered to be "well capitalized". There are no conditions or events since the most recent notification of BancFirst's capital category that management believes would change its category. (9) STOCK REPURCHASE PLAN In November 1999, the Company adopted a new Stock Repurchase Program (the "SRP") authorizing management to repurchase up to 300,000 shares of the Company's common stock. In May 2001, the SRP was amended to increase the shares authorized to be repurchased by 277,916 shares. The SRP may be used as a means to increase earnings per share and return on equity, to purchase treasury stock for the exercise of stock options or for distributions under the Deferred Stock Compensation Plan, to provide liquidity for optionees to dispose of stock from exercises of their stock options, and to provide liquidity for shareholders wishing to sell their stock. The timing, price and amount of stock repurchases under the SRP may be determined by management and must be approved by the Company's Executive Committee. At June 30, 2001 there were 294,235 shares remaining that can be repurchased under the SRP. Below is a summary of the shares repurchased under the program. <TABLE> <CAPTION> Three Months Ended Six Months Ended June 30, June 30, ---------------------------------- ----------------------------------- 2001 2000 2001 2000 --------------- --------------- ---------------- --------------- <S> <C> <C> <C> <C> Number of shares repurchased 89,786 27,350 119,519 61,206 Average price of shares repurchased $ 39.13 $ 27.17 $ 39.34 $ 27.23 </TABLE> (10) COMPREHENSIVE INCOME The only component of comprehensive income reported by the Company is the unrealized gain or loss on securities available for sale. The amount of this unrealized gain or loss, net of tax, has been presented in the statement of income for each period as a component of other comprehensive income. Below is a summary of the tax effects of this unrealized gain or loss. <TABLE> <CAPTION> Three Months Ended Six Months Ended June 30, June 30, ------------------------------- ---------------------------------- 2001 2000 2001 2000 ------------- ------------- -------------- --------------- <S> <C> <C> <C> <C> Unrealized gain (loss) during the period: Before-tax amount $ 373 $ 137 $ 6,824 $ (1,451) Tax (expense) benefit (86) (206) (1,987) 374 ------------- ------------- -------------- --------------- Net-of-tax amount $ 287 $ (69) $ 4,837 $ (1,077) ============= ============= ============== =============== </TABLE>
The amount of unrealized gain or loss included in accumulated other comprehensive income is summarized below. <TABLE> <CAPTION> Three Months Ended Six Months Ended June 30, June 30, ---------------------------------- ---------------------------------- 2001 2000 2001 2000 --------------- --------------- --------------- --------------- <S> <C> <C> <C> <C> Unrealized gain (loss) on securities: Beginning balance $ 6,080 $ (4,516) $ 1,530 $ (3,508) Current period change 287 (69) 4,837 (1,077) --------------- --------------- --------------- --------------- Ending balance $ 6,367 $ (4,585) $ 6,367 $ (4,585) =============== =============== =============== =============== </TABLE> (11) NET INCOME PER COMMON SHARE Basic and diluted net income per common share are calculated as follows: <TABLE> <CAPTION> Income Shares Per Share (Numerator) (Denominator) Amount ------------------ ----------------- --------------- <S> <C> <C> <C> Three Months Ended June 30, 2001 - -------------------------------- Basic Income available to common stockholders $ 7,035 8,274,536 $0.85 =============== Effect of stock options -- 101,405 ------------------ ----------------- Diluted Income available to common stockholders plus assumed exercises of stock options $ 7,035 8,375,941 $0.84 ================== ================= =============== Three Months Ended June 30, 2000 - -------------------------------- Basic Income available to common stockholders $ 6,383 8,082,470 $0.79 =============== Effect of stock options -- 66,272 ------------------ ----------------- Diluted Income available to common stockholders plus assumed exercises of stock options $ 6,383 8,148,742 $0.78 ================== ================= =============== Six Months Ended June 30, 2001 - ------------------------------ Basic Income available to common stockholders $14,186 8,298,154 $1.71 =============== Effect of stock options -- 105,230 ------------------ ----------------- Diluted Income available to common stockholders plus assumed exercises of stock options $14,186 8,403,384 $1.69 ================== ================= =============== Six Months Ended June 30, 2000 - ------------------------------ Basic Income available to common stockholders $12,540 8,093,819 $1.55 =============== Effect of stock options -- 69,398 ------------------ ----------------- Diluted Income available to common stockholders plus assumed exercises of stock options $12,540 8,163,217 $1.54 ================== ================= =============== </TABLE>
Below is the number and average exercise prices of options that were excluded from the computation of diluted net income per share for each period because the options' exercise prices were greater than the average market price of the common shares. <TABLE> <CAPTION> Average Shares Exercise Price ------------- ---------------- <S> <C> <C> Three Months Ended June 30, 2001 10,440 $ 40.01 Three Months Ended June 30, 2000 307,049 $ 33.17 Six Months Ended June 30, 2001 10,221 $ 40.01 Six Months Ended June 30, 2000 305,525 $ 33.19 </TABLE> (12) SEGMENT INFORMATION The Company evaluates its performance with an internal profitability measurement system that measures the profitability of its business units on a pre-tax basis. The four principal business units are metropolitan banks, community banks, other financial services, and executive, operations and support. Metropolitan and community banks offer traditional banking products such as commercial and retail lending, and a full line of deposit accounts. Metropolitan banks consist of banking locations in the metropolitan Oklahoma City and Tulsa areas. Community banks consist of banking locations in communities throughout Oklahoma. Other financial services are specialty product business units including guaranteed small business lending, guaranteed student lending, residential mortgage lending, electronic banking, trust services, insurance services, merchant banking and brokerage services. The executive, operations and support groups represent executive management, operational support and corporate functions that are not allocated to the other business units. The results of operations and selected financial information for the four business units are as follows: <TABLE> <CAPTION> Other Executive, Metropolitan Community Financial Operations Elimin- Consol- Banks Banks Services & Support ations idated ------------ --------- --------- ---------- --------- ---------- <S> <C> <C> <C> <C> <C> <C> Three Months Ended: June 30, 2001 Net interest income (expense) $ 7,639 $ 17,727 $ 1,438 $ (414 ) $ -- $ 26,390 Noninterest income 1,612 4,605 2,222 14,410 (13,669) 9,180 Income before taxes 3,513 10,136 743 10,239 (13,739) 10,892 June 30, 2000 Net interest income (expense) $ 8,385 $ 17,143 $ 914 $ (913 ) $ -- $ 25,529 Noninterest income 1,448 4,053 1,347 9,573 (9,208) 7,213 Income before taxes 2,944 10,508 567 5,450 (9,208) 10,261 Six Months Ended: June 30, 2001 Net interest income (expense) $ 15,571 $ 35,481 $ 2,700 $(1,222 ) $ -- $ 52,530 Noninterest income 2,987 8,961 4,456 29,515 (28,333) 17,586 Income before taxes 7,290 19,802 1,832 21,476 (28,455) 21,945 June 30, 2000 Net interest income (expense) $ 15,917 $ 34,167 $ 1,876 $(1,768 ) $ -- $ 50,192 Noninterest income 2,885 7,868 2,584 16,989 (15,855) 14,471 Income before taxes 5,831 19,872 1,074 8,983 (15,855) 19,905 Total Assets: June 30, 2001 $794,220 $1,818,424 $145,590 $492,798 $(583,903 ) $2,667,129 June 30, 2000 $793,754 $1,627,655 $107,795 $311,782 $(494,206 ) $2,346,780 </TABLE>
The financial information for each business unit is presented on the basis used internally by management to evaluate performance and allocate resources. The Company utilizes a transfer pricing system to allocate the benefit or cost of funds provided or used by the various business units. Certain revenues related to other financial services are allocated to the banks whose customers receive the services and, therefor, are not reflected in the income for other financial services. Certain services provided by the support group to other business units, such as item processing, are allocated at rates approximating the cost of providing the services. Eliminations are adjustments to consolidate the business units and companies.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. BANCFIRST CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS SUMMARY Net income for the second quarter ended June 30, 2001 was $7.04 million, up from $6.38 million for the second quarter of 2000. Diluted net income per share was $0.84, a 7.69% increase from $0.78 for the second quarter of 2000. For the first six months of 2001, net income was $14.2 million, up from $12.5 million for the first six months of 2000. Diluted net income per share for the six months was $1.69, a 9.74% increase from $1.54 for the first six months of 2000. Total assets at June 30, 2001 was $2.67 billion, up $96.9 million from December 31, 2000 and $320 million from June 30, 2000. The asset growth was due in part to the acquisition of First Southwest Corporation of Frederick, Oklahoma ("First Southwest") in October 2000, which added approximately $118 million of assets, and the purchase of 75% of Century Life Assurance Company ("Century Life") in January 2001, which added approximately $23 million of assets. Stockholders' equity was $209 million at June 30, 2001, an increase of $11.9 million compared to December 31, 2000, and $36.5 million compared to June 30, 2000. In January 2001, BancFirst Corporation completed the purchase of 75% of the outstanding common stock of Century Life from Pickard Limited Partnership, a Rainbolt family partnership. Century Life underwrites credit life insurance, credit accident and health insurance, and ordinary life insurance. The Rainbolt family is the largest shareholder of BancFirst Corporation and two members of the family are the Chairman and the CEO of BancFirst Corporation. The purchase price was $5.43 million. At December 31, 2000, Century Life had total assets of $23 million and total stockholders' equity of $6.96 million. The acquisition was accounted for as a book value purchase. Accordingly, the acquisition was recorded based on the book value of Century Life and the effects of the acquisition are included in the Company's consolidated financial statements from the date of the acquisition forward. The acquisition is not expected to have a material effect on the results of operations of the Company for 2001. Recent actions by the Federal Reserve to reduce interest rates have negatively affected many banks' net interest margins, as interest rates on earning assets have declined more rapidly than rates on interest-bearing liabilities. The Company believes that its net interest margin could decrease further in the second half of 2001 if the Federal Reserve continues to reduce interest rates. A further decrease in the Company's net interest margin may have a negative effect on its net income for the second half of the year depending on the amount and timing of any reductions in interest rates and growth in the Company's loan portfolio. RESULTS OF OPERATIONS Second Quarter Net interest income increased $861,000 compared to the second quarter of 2000 due to growth in earning assets. Average net earning assets increased $111 million from the second quarter of 2000. Net interest spread for the second quarter of 2001 decreased to 3.53% from 4.04% for the second quarter of 2000, and net interest margin for the second quarter of 2001 decreased to 4.45% from 4.87% for the second quarter of 2000. The lower net interest spread and net interest margin are the product of falling interest rates and a relatively flat to inverted yield curve. The Company provided $480,000 for loan losses in the second quarter, compared to $1.18 million for the second quarter of 2000. The higher provisions in 2000 were due to loan growth and increases in classified and nonperforming loans. Net loan charge-offs were $803,000 for the second quarter of 2001, compared to $443,000 for the second quarter of 2000. The net charge-offs represent annualized rates of only 0.19% and 0.12% of average total loans for the second quarter of 2001 and 2000, respectively. Noninterest income increased $1.97 million, or 27.3%, compared to the second quarter of 2000. Noninterest expense increased $2.9 million, or 13.6%, compared to the second quarter of 2000. These increases were due in part to the acquisitions of First Southwest and Century Life. Income tax expense decreased $21,000 compared to the second quarter of 2000. The effective tax rate on income before taxes was 35.41%, down from 37.80% in the second quarter of 2000, due to tax reduction strategies. 13
Year-to-Date Net interest income increased $2.34 million compared to the first six months of 2000 due to growth in earning assets. Average net earning assets increased $90.3 million from the second quarter of 2000. Net interest spread for the first half of 2001 decreased to 3.59% from 3.99% for the first half of 2000, and net interest margin for the first half of 2001 decreased to 4.52% from 4.82% for the first half of 2000. The lower net interest spread and net interest margin are the product of falling interest rates and a relatively flat to inverted yield curve. The Company provided $812,000 for loan losses in the first six months of 2001, compared to $2.47 million for the first six months of 2000. The higher provisions in 2000 were due to loan growth and increases in classified and nonperforming loans. Net loan charge-offs were $1.19 million for the year to date, compared to $714,000 for the same period of 2000. The net charge-offs for the year to date represent annualized rates of only 0.14% and 0.10% of average total loans for 2001 and 2000, respectively. Noninterest income increased $3.12 million, or 21.5%, compared to the first half of 2000. Noninterest expense increased $5.07 million, or 12%, compared to the first half of 2000. These increases were due in part to the acquisitions of First Southwest and Century Life. Income tax expense increased $394,000 compared to the first six months of 2000. The effective tax rate on income before taxes was 35.36%, down from 37.00% for the first six months of 2000, due to tax reduction strategies. FINANCIAL POSITION Federal funds sold increased $108 million from December 31, 2000 and $170 million from June 30, 2000 due to increased liquidity from deposit growth and decreases in the balance of securities. Total securities decreased $9.47 million compared to December 31, 2000 and $28.4 million compared to June 30, 2000. The size of the Company's securities portfolio is a function of liquidity management and excess funds available for investment. The Company has maintained a very liquid securities portfolio to provide funds for loan growth. The net unrealized gain on securities available for sale was $9.72 million at the end of the first quarter of 2001, compared to a gain of $2.9 million at December 31, 2000 and a loss of $6.6 million at June 30, 2000. The average taxable equivalent yield on the securities portfolio for the second quarter decreased to 6.15% from 6.21% for the same quarter of 2000. Total loans increased $4.54 million from December 31, 2000 and $128 million from June 30, 2000, due to internal growth and approximately $80.2 million of loans acquired with First Southwest. The allowance for loan losses decreased $382,000 from year-end 2000 and increased $696,000 from the second quarter of 2000. The acquisition of First Southwest added $1.48 million to the allowance. The allowance as a percentage of total loans was 1.50%, 1.52% and 1.58% at June 30, 2001, December 31, 2000 and June 30, 2000, respectively. The allowance to nonperforming and restructured loans at the same dates was 212.21%, 207.85% and 210.86%, respectively. Nonperforming and restructured assets totaled $14.5 million at June 30, 2001, compared to $14.3 million at December 31, 2000 and $14.4 million at June 30, 2000. The ratio of nonperforming and restructured assets to total assets decreased to 054.% at June 30, 2001, compared to 0.56% at December 31, 2000 and 0.61% at June 30, 2000. It is reasonable to expect nonperforming loans and loan losses to rise over time to historical norms as a result of economic and credit cycles. Total deposits increased $67.6 million compared to December 31, 2000, and $261 million compared to June 30, 2000. The increase in deposits is the result of internal growth and the acquisition of First Southwest, which added approximately $105 million in deposits. The Company's deposit base continues to be comprised substantially of core deposits, with large denomination certificates of deposit being only 14.4% of total deposits at June 30, 2001. Short-term borrowings increased $927,00 from December 31, 2000 and $6.38 million from June 30, 2000. Fluctuations in short-term borrowings are a function of federal funds purchased from correspondent banks, customer demand for repurchase agreements and liquidity needs of the bank. Long-term borrowings decreased $90,000 from year-end 2000 and $1.8 million from the second quarter of 2000 due to payments on Federal Home Loan Bank borrowings. The Company uses these borrowings primarily to match-fund long-term fixed-rate loans. Stockholders' equity increased to $209 million from $197 million at year-end 2000 and $172 million at June 30, 2000, as 14
a result of accumulated earnings and stock issued in the First Southwest acquisition. Average stockholders' equity to average assets for the first half of 2001 was 7.67%, compared to 7.13% for the first half of 2000. The Company's leverage ratio and total risk-based capital ratio were 7.71% and 12.20%, respectively, at June 30, 2001, well in excess of the regulatory minimums. FUTURE APPLICATION OF ACCOUNTING STANDARDS See note (2) of the Notes to Consolidated Financial Statements for a discussion of recently issued accounting pronouncements. SEGMENT INFORMATION See note (12) of the Notes to Consolidated Financial Statements for disclosures regarding business segments. FORWARD LOOKING STATEMENTS The Company may make forward-looking statements (within the meaning of the Private Securities Litigation Reform Act of 1995) with respect to earnings, credit quality, corporate objectives, interest rates and other financial and business matters. The Company cautions readers that these forward-looking statements are subject to numerous assumptions, risks and uncertainties, including economic conditions, the performance of financial markets and interest rates; legislative and regulatory actions and reforms; competition; as well as other factors, all of which change over time. Actual results may differ materially from forward-looking statements. 15
BANCFIRST CORPORATION SELECTED CONSOLIDATED FINANCIAL DATA (Unaudited) (Dollars in thousands, except per share data) <TABLE> <CAPTION> Three Months Ended Six Months Ended June 30, June 30, ----------------------- ----------------------- 2001 2000 2001 2000 -------- -------- -------- -------- <S> <C> <C> <C> <C> Per Common Share Data Net income - basic $ 0.85 $ 0.79 $ 1.71 $ 1.55 Net income - diluted 0.84 0.78 1.69 1.54 Cash net income - diluted 0.91 0.87 1.85 1.70 Cash dividends 0.18 0.16 0.36 0.32 Performance Data Return on average assets 1.05% 1.08% 1.08% 1.07% Return on average stockholders' equity 13.61 15.05 14.06 14.94 Cash dividend payout ratio 21.18 20.25 21.05 20.65 Net interest spread 3.53 4.04 3.59 3.99 Net interest margin 4.45 4.87 4.52 4.82 Efficiency ratio 68.03 65.06 67.54 65.40 </TABLE> <TABLE> <CAPTION> June 30, December 31, --------------------------- 2001 2000 2000 ---------- ---------- ---------- <S> <C> <C> <C> Balance Sheet Data Book value per share $ 25.34 $ 21.34 $ 23.65 Tangible book value per share 22.48 18.55 20.63 Average loans to deposits (year-to-date) 71.78% 71.07% 73.07% Average earning assets to total assets (year-to-date) 90.00 90.07 90.11 Average stockholders' equity to average assets (year-to-date) 7.67 7.13 7.38 Asset Quality Ratios Nonperforming and restructured loans to total loans 0.71% 0.75% 0.73% Nonperforming and restructured assets to total assets 0.54 0.61 0.56 Allowance for loan losses to total loans 1.50 1.58 1.52 Allowance for loan losses to nonperforming and restructured loans 212.21 210.86 207.85 </TABLE> 16
BANCFIRST CORPORATION CONSOLIDATED AVERAGE BALANCE SHEETS AND INTEREST MARGIN ANALYSES (Unaudited) Taxable Equivalent Basis (Dollars in thousands) <TABLE> <CAPTION> Three Months Ended June 30, --------------------------------------------------------------------------------------------------- 2001 2000 --------------------------------------------- --------------------------------------------- Interest Average Interest Average Average Income/ Yield/ Average Income/ Yield/ Balance Expense Rate Balance Expense Rate -------------- ----------- ----------- -------------- ----------- ----------- <S> <C> <C> <C> <C> <C> <C> ASSETS Earning assets: Loans (1) $1,671,720 $37,242 8.94% $1,517,089 $35,667 9.43% Investments - taxable 503,404 7,522 5.99 541,872 8,382 6.20 Investments - tax exempt 44,253 869 7.88 45,438 814 7.19 Federal funds sold 205,464 2,299 4.49 31,604 494 6.27 -------------- ----------- -------------- ----------- Total earning assets 2,424,841 47,932 7.93 2,136,003 45,357 8.52 -------------- ----------- -------------- ----------- Nonearning assets: Cash and due from banks 147,460 128,457 Interest receivable and other assets 146,680 130,752 Allowance for loan losses (25,337) (23,831) -------------- -------------- Total nonearning assets 268,803 235,378 -------------- -------------- Total assets $2,693,644 $2,371,381 ============== ============== LIABILITIES AND STOCKHOLDERS' EQUITY Interest-bearing liabilities: Transaction deposits $ 377,837 1,668 1.77% $ 363,288 2,017 2.23% Savings deposits 417,980 3,586 3.44 389,024 4,037 4.16 Time deposits 1,031,914 14,296 5.56 907,019 11,893 5.26 Short-term borrowings 37,719 450 4.79 27,192 421 6.21 Long-term borrowings 26,184 415 6.36 27,373 431 6.32 9.65% Capital Securities 25,000 611 9.80 25,000 612 9.82 -------------- ----------- -------------- ----------- Total interest-bearing liabilities 1,916,634 21,026 4.40 1,738,896 19,411 4.48 -------------- ----------- -------------- ----------- Interest-free funds: Demand deposits 534,101 446,263 Interest payable and other liabilities 35,514 16,093 Stockholders' equity 207,395 170,129 -------------- -------------- Total interest free funds 777,010 632,485 -------------- -------------- Total liabilities and stockholders' equity $2,693,644 $2,371,381 ============== ============== Net interest income $26,906 $25,529 =========== =========== Net interest spread 3.53% 4.04% =========== =========== Net interest margin 4.45% 4.87% =========== =========== </TABLE> (1) Nonaccrual loans are included in the average loan balances and any interest on such nonaccrual loans is recognized on a cash basis. 17
BANCFIRST CORPORATION CONSOLIDATED AVERAGE BALANCE SHEETS AND INTEREST MARGIN ANALYSES (Unaudited) Taxable Equivalent Basis (Dollars in thousands) <TABLE> <CAPTION> Six Months Ended June 30, --------------------------------------------------------------------------------------------------- 2001 2000 --------------------------------------------- --------------------------------------------- Interest Average Interest Average Average Income/ Yield/ Average Income/ Yield/ Balance Expense Rate Balance Expense Rate -------------- ----------- ----------- -------------- ----------- ----------- <S> <C> <C> <C> <C> <C> <C> ASSETS Earning assets: Loans (1) $1,671,013 $75,580 9.12% $1,490,013 $69,170 9.31% Investments - taxable 501,692 15,214 6.12 545,133 16,809 6.18 Investments - tax exempt 48,598 1,803 7.48 46,031 1,662 7.24 Federal funds sold 165,940 3,979 4.84 43,697 1,315 6.04 -------------- ----------- -------------- ----------- Total earning assets 2,387,243 96,576 8.16 2,124,874 88,956 8.39 -------------- ----------- -------------- ----------- Nonearning assets: Cash and due from banks 144,910 128,502 Interest receivable and other assets 145,442 128,983 Allowance for loan losses (25,371) (23,342) Total nonearning assets 264,981 234,143 -------------- -------------- Total assets $2,652,224 $2,359,017 ============== ============== LIABILITIES AND STOCKHOLDERS' EQUITY Interest-bearing liabilities: Transaction deposits $ 359,673 3,445 1.93% $ 374,977 4,041 2.16% Savings deposits 440,012 7,834 3.59 388,808 7,703 3.97 Time deposits 1,012,880 28,830 5.74 885,303 23,321 5.28 Short-term borrowings 36,048 912 5.10 26,553 767 5.79 Long-term borrowings 26,150 822 6.34 27,033 844 6.25 9.65% Capital Securities 25,000 1,223 9.87 25,000 1,224 9.82 -------------- ----------- -------------- ----------- Total interest-bearing liabilities 1,899,763 43,066 4.57 1,727,674 37,900 4.40 -------------- ----------- -------------- ----------- Interest-free funds: Demand deposits 515,305 447,583 Interest payable and other liabilities 33,727 15,477 Stockholders' equity 203,429 168,283 -------------- -------------- Total interest free funds 752,461 631,343 -------------- -------------- Total liabilities $2,359,017 and stockholders' equity $2,652,224 ============== ============== Net interest income $53,510 $50,192 =========== =========== Net interest spread 3.59% 3.99% =========== =========== Net interest margin 4.52% 4.82% =========== =========== </TABLE> (1) Nonaccrual loans are included in the average loan balances and any interest on such nonaccrual loans is recognized on a cash basis. 18
Item 3. Quantitative and Qualitative Disclosures About Market Risk. There have been no significant changes in the Registrants disclosures regarding market risk since December 31, 2000, the date of its annual report to stockholders. PART II - OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders. At the Company's Annual Meeting of Stockholders held on May 24, 2001, the following matters were voted upon, with the votes indicated: <TABLE> <CAPTION> Number of Shares -------------------------------------------------------------------------------- Description of Proposal Broker Voted for Withheld non-votes ---------------- -------------- ------------------ <S> <C> <C> <C> <C> Proposal No. 1-Election of Directors Class I Directors Dennis L. Brand 7,341,352 115,343 193,375 David E. Ragland 7,454,393 2,302 193,375 Class III Directors Marion C. Bauman 7,337,969 118,726 193,375 William H. Crawford 7,448,104 8,591 193,375 K. Gordon Greer 7,439,263 17,432 193,375 William O. Johnstone 7,349,885 106,810 193,375 Melvin Moran 7,445,891 804 193,375 David E. Rainbolt 7,343,352 113,343 193,375 </TABLE> <TABLE> <CAPTION> Number of Shares -------------------------------------------------------------------------------- Voted Broker Voted for against Abstained non-votes ---------------- -------------- ----------------- ------------------ <S> <C> <C> <C> <C> Proposal No. 2-Amendments to extend the term of, and increase the number of shares of common stock issuable under the BancFirst Corporation Stock Option Plan. 7,006,189 417,358 33,148 193,375 </TABLE> <TABLE> <CAPTION> Number of Shares -------------------------------------------------------------------------------- Voted Broker Voted for against Abstained non-votes ---------------- -------------- ----------------- ------------------ <S> <C> <C> <C> <C> Proposal No. 3-Ratification of Arthur Andersen as Independent Accountants. 7,449,455 475 6,765 193,375 </TABLE> Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits <TABLE> <CAPTION> Exhibit Number Exhibit - ---------------------------------------------------------------------------------------- <S> <C> 2.1 Merger Agreement dated May 6, 1998 between BancFirst Corporation and AmQuest Financial Corp. (filed as Exhibit 2.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1998 and incorporated herein by reference). - ------------------------------------------------------------------------------------ </TABLE> 19
<TABLE> <CAPTION> Exhibit Number Exhibit - ---------------------------------------------------------------------------------------- <S> <C> 3.1 Second Amended and Restated Certificate of Incorporation (filed as Exhibit 1 to the Company's Form 8-A/A filed July 23, 1998 and incorporated herein by reference). - ------------------------------------------------------------------------------------ 3.2 Certificate of Designations of Preferred Stock (filed as Exhibit 3.2 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1998 and incorporated herein by reference). - ------------------------------------------------------------------------------------ 3.3 Amended By-Laws (filed as Exhibit 3.2 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1992 and incorporated herein by reference). - ------------------------------------------------------------------------------------ 4.1 Amended and Restated Declaration of Trust of BFC Capital Trust I dated as of February 4, 1997 (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K dated February 4, 1997 and incorporated herein by reference.) - ------------------------------------------------------------------------------------ 4.2 Indenture dated as of February 4, 1997 (filed as Exhibit 4.2 to the Company's Current Report on Form 8-K dated February 4, 1997 and incorporated herein by reference.) - ------------------------------------------------------------------------------------ 4.3 Series A Capital Securities Guarantee Agreement dated as of February 4, 1997 (filed as Exhibit 4.3 to the Company's Current Report on Form 8-K dated February 4, 1997 and incorporated herein by reference.) - ---------------------------------------------------------------------------------------- 4.4 Rights Agreement, dated as of February 25, 1999, between BancFirst Corporation and BancFirst, as Rights Agent, including as Exhibit A the form of Certificate of Designations of the Company setting forth the terms of the Preferred Stock, as Exhibit B the form of Right Certificate and as Exhibit C the form of Summary of Rights Agreement (filed as Exhibit 1 to the Company's Current Report on Form 8-K dated February 25, 1999 and incorporated herein by reference). - ------------------------------------------------------------------------------------ </TABLE> (b) A report on Form 8-K dated April 30, 2001 was filed by the Company to disclose certain financial information under Item 9. Regulation FD Disclosure. 20
SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. BANCFIRST CORPORATION --------------------- (Registrant) Date August 14, 2001 /s/ Randy P. Foraker --------------- ------------------------------------ (Signature) Randy P. Foraker Senior Vice President and Controller; Assistant Secretary/Treasurer (Principal Accounting Officer) 21