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