UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
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
(Exact name of registrant as specified in charter)
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(I.R.S. Employer |
incorporation or organization) |
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Identification No.) |
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(Address of principal executive offices) |
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(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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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.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (sec. 232-405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes ☐ No
As of April 30, 2024 there were
BancFirst Corporation
Quarterly Report on Form 10-Q
March 31, 2024
Table of Contents
Item |
PART I – Financial Information |
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2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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3. |
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4. |
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PART II – Other Information |
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1. |
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1A. |
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6. |
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PART I – FINANCIAL INFORMATION
Item 1. Financial Statements.
BANCFIRST CORPORATION
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
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March 31, |
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December 31, |
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2024 |
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2023 |
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(unaudited) |
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(see Note 1) |
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ASSETS |
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Cash and due from banks |
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$ |
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$ |
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Interest-bearing deposits with banks |
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Federal funds sold |
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Debt securities held for investment (fair value: $ |
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Debt securities available for sale at fair value |
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Loans held for sale |
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Loans held for investment (net of unearned interest) |
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Allowance for credit losses |
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Loans, net of allowance for credit losses |
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Premises and equipment, net |
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Other real estate owned |
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Intangible assets, net |
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Goodwill |
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Accrued interest receivable and other assets |
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Total assets |
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$ |
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$ |
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LIABILITIES AND STOCKHOLDERS' EQUITY |
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Deposits: |
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Noninterest-bearing |
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$ |
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$ |
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Interest-bearing |
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Total deposits |
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Short-term borrowings |
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Accrued interest payable and other liabilities |
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Subordinated debt |
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Total liabilities |
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Stockholders' equity: |
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Senior preferred stock, $ |
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Cumulative preferred stock, $ |
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Common stock, $ |
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Capital surplus |
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Retained earnings |
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Accumulated other comprehensive loss, net of tax benefit of $ |
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( |
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( |
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Total stockholders' equity |
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Total liabilities and stockholders' equity |
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$ |
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$ |
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The accompanying Notes are an integral part of these consolidated financial statements.
2
BANCFIRST CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
(Dollars in thousands, except per share data)
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Three Months Ended |
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March 31, |
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2024 |
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2023 |
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INTEREST INCOME |
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Loans, including fees |
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$ |
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$ |
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Securities: |
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Taxable |
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Tax-exempt |
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Federal funds sold |
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Interest-bearing deposits with banks |
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Total interest income |
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INTEREST EXPENSE |
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Deposits |
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Short-term borrowings |
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Subordinated debt |
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Total interest expense |
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Net interest income |
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Provision for credit losses |
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Net interest income after provision for credit losses |
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NONINTEREST INCOME |
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Trust revenue |
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Service charges on deposits |
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Securities transactions |
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( |
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( |
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Sales of loans |
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Insurance commissions |
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Cash management |
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(Loss)/gain on sale of other assets |
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Other |
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Total noninterest income |
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NONINTEREST EXPENSE |
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Salaries and employee benefits |
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Occupancy, net |
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Depreciation |
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Amortization of intangible assets |
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Data processing services |
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Net expense from other real estate owned |
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Marketing and business promotion |
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Deposit insurance |
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Other |
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Total noninterest expense |
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Income before taxes |
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Income tax expense |
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Net income |
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$ |
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$ |
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NET INCOME PER COMMON SHARE |
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Basic |
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$ |
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$ |
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Diluted |
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$ |
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$ |
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OTHER COMPREHENSIVE (LOSS)/GAIN |
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Unrealized (losses)/gains on debt securities, net of tax benefit/(expense) of $ |
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( |
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Other comprehensive (loss)/gain, net of tax benefit/(expense) of $ |
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( |
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Comprehensive income |
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$ |
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$ |
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The accompanying Notes are an integral part of these consolidated financial statements.
3
BANCFIRST CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited)
(Dollars in thousands)
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Three Months Ended |
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March 31, |
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2024 |
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2023 |
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COMMON STOCK |
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Issued at beginning of period |
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$ |
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$ |
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Shares issued for stock options |
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Issued at end of period |
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$ |
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$ |
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CAPITAL SURPLUS |
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Balance at beginning of period |
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$ |
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$ |
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Common stock issued for stock options |
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Stock-based compensation arrangements |
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Balance at end of period |
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$ |
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$ |
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RETAINED EARNINGS |
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Balance at beginning of period |
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$ |
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$ |
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Net income |
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Dividends on common stock ($ |
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Balance at end of period |
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$ |
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$ |
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ACCUMULATED OTHER COMPREHENSIVE LOSS |
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Unrealized (losses)/gains on securities: |
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Balance at beginning of period |
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$ |
( |
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$ |
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Net change |
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( |
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Balance at end of period |
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$ |
( |
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$ |
( |
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Total stockholders’ equity |
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$ |
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$ |
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The accompanying Notes are an integral part of these consolidated financial statements.
4
BANCFIRST CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOW
(Unaudited)
(Dollars in thousands)
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Three Months Ended |
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March 31, |
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2024 |
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2023 |
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CASH FLOWS FROM OPERATING ACTIVITIES |
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Net income |
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$ |
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$ |
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Adjustments to reconcile to net cash provided by operating activities: |
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Provision for credit losses |
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Depreciation and amortization |
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Net amortization of securities premiums and discounts |
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( |
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Realized securities losses |
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Gain on sales of loans |
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( |
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Cash receipts from the sale of loans originated for sale |
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Cash disbursements for loans originated for sale |
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( |
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( |
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Deferred income tax benefit |
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( |
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( |
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Gain on sale of other assets |
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( |
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( |
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Increase in interest receivable |
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( |
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( |
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Increase in interest payable |
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Amortization of stock-based compensation arrangements |
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Excess tax benefit from stock-based compensation arrangements |
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( |
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( |
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Other, net |
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Net cash provided by operating activities |
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INVESTING ACTIVITIES |
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Net decrease in federal funds sold |
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Purchases of available for sale debt securities |
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— |
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( |
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Proceeds from maturities, calls and paydowns of held for investment debt securities |
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Proceeds from maturities, calls and paydowns of available for sale debt securities |
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Purchase of equity securities |
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( |
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Proceeds from paydowns and sales of equity securities |
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Net change in loans |
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( |
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( |
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Net (payments)/receipts on derivative asset contracts |
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( |
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Purchases of premises, equipment and computer software |
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( |
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( |
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Purchase of tax credits |
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( |
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( |
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Other, net |
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Net cash used in investing activities |
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( |
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( |
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FINANCING ACTIVITIES |
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Net change in deposits |
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Net change in short-term borrowings |
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Issuance of common stock in connection with stock options, net |
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Cash dividends paid |
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( |
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Net cash provided by (used in) financing activities |
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( |
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Net increase/(decrease) in cash, due from banks and interest-bearing deposits |
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( |
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Cash, due from banks and interest-bearing deposits at the beginning of the period |
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Cash, due from banks and interest-bearing deposits at the end of the period |
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$ |
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$ |
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SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: |
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Cash paid during the period for interest |
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$ |
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$ |
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Cash paid during the period for income taxes |
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$ |
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$ |
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Noncash investing and financing activities: |
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Unpaid common stock dividends declared |
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$ |
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$ |
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The accompanying Notes are an integral part of these consolidated financial statements.
5
BANCFIRST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(1) DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accounting and reporting policies of BancFirst Corporation and its subsidiaries (the “Company”) conform to accounting principles generally accepted in the United States of America (U.S. GAAP) and general practice within the banking industry. A summary of significant accounting policies can be found in Note (1) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.
Basis of Presentation
The accompanying unaudited interim consolidated financial statements include the accounts of BancFirst Corporation, Council Oak Partners, LLC, BancFirst Insurance Services, Inc., Pegasus Bank ("Pegasus"), Worthington Bank ("Worthington") and BancFirst and its subsidiaries ("BancFirst"). The principal operating subsidiaries of BancFirst are BFTower, LLC, BFC-PNC LLC, and BancFirst Agency, Inc. All significant intercompany accounts and transactions have been eliminated. Assets held in a fiduciary or agency capacity are not assets of the Company and, accordingly, are not included in the unaudited interim consolidated financial statements.
The accompanying unaudited interim consolidated financial statements and notes are presented in accordance with U.S. GAAP for interim financial information and the instructions for Form 10-Q adopted by the Securities and Exchange Commission (“SEC”). The information contained in the consolidated financial statements and footnotes included in BancFirst Corporation’s Annual Report on Form 10-K for the year ended December 31, 2023, should be referred to in connection with these unaudited interim consolidated financial statements. Operating results for the interim periods disclosed herein are not necessarily indicative of the results that may be expected for a full year or any future period.
The unaudited interim consolidated financial statements contained herein reflect all adjustments, which are, in the opinion of management, necessary to provide a fair statement of the financial position and results of operations of the Company for the interim periods presented. All such adjustments are of a normal and recurring nature.
Reclassifications
Certain items in prior consolidated financial statements have been reclassified to conform to the current presentation. Such reclassifications had no effect on previously reported cash flows, stockholders’ equity or comprehensive income.
Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with accounting principles generally accepted in the United States inherently involves the use of estimates and assumptions that affect the amounts reported in the financial statements and the related disclosures. These estimates relate principally to the determination of the allowance for credit losses, income taxes, the fair value of financial instruments and the valuation of assets and liabilities acquired in a business combination, including identifiable intangible assets. Such estimates and assumptions may change over time and actual amounts realized may differ from those reported.
Recent Accounting Pronouncements
Standards Not Yet Adopted:
In December 2023, the Financial Accounting Standards Board (“FASB“) issued Accounting Standards Update (“ASU”) No. 2023-09, “Income Taxes - Improvements to Income Tax Disclosures” requiring enhancements and further transparency to certain income tax disclosures, most notably the tax rate reconciliation and income taxes paid. This ASU is effective for fiscal years beginning after December 15, 2024 on a prospective basis and retrospective application is permitted. The Company does not expect adoption of the standard to have a material impact on its consolidated financial statements.
In November 2023, the FASB issued ASU 2023-07, “Segment Reporting - Improvements to Reportable Segment Disclosures” requiring disclosure of incremental segment information on an annual and interim basis for all public entities to enable investors to develop more decision-useful financial analyses. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 on a retrospective basis. The amendments are to be applied retrospectively to all periods presented and segment expense categories are required to be based on the categories identified at adoption. The Company is currently evaluating the provisions of this ASU and expects to adopt them for the year ending December 31, 2024. The Company does
6
(2) SECURITIES
The following table summarizes the amortized cost and estimated fair values of debt securities held for investment:
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Amortized |
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Gross |
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Gross |
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Estimated |
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March 31, 2024 |
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(Dollars in thousands) |
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Mortgage backed securities (1) |
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$ |
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$ |
— |
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$ |
— |
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$ |
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States and political subdivisions |
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— |
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— |
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Other securities |
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— |
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— |
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Total |
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$ |
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$ |
— |
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$ |
— |
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$ |
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December 31, 2023 |
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Mortgage backed securities (1) |
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$ |
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$ |
— |
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$ |
— |
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$ |
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States and political subdivisions |
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— |
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— |
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Other securities |
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— |
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— |
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Total |
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$ |
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$ |
— |
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$ |
— |
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$ |
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The following table summarizes the amortized cost and estimated fair values of debt securities available for sale:
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Amortized |
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Gross |
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Gross |
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Estimated |
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March 31, 2024 |
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(Dollars in thousands) |
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U.S. treasuries |
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$ |
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$ |
— |
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$ |
( |
) |
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$ |
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U.S. federal agencies |
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( |
) |
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Mortgage backed securities (1) |
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( |
) |
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States and political subdivisions |
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( |
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|
|||
Asset backed securities |
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
|
||
Other securities |
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
|
||
Total |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
December 31, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. treasuries |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
U.S. federal agencies |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Mortgage backed securities (1) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
States and political subdivisions |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Asset backed securities |
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
|
||
Other securities |
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
|
||
Total |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
(1) Primarily consists of FHLMC, FNMA, GNMA and mortgage backed securities through U.S. agencies.
7
The maturities of debt securities held for investment and available for sale are summarized in the following table using contractual maturities. Actual maturities may differ from contractual maturities due to obligations that are called or prepaid. For purposes of the maturity table, mortgage-backed securities, which are not due at a single maturity date, have been presented at their contractual maturity.
|
|
March 31, 2024 |
|
|
December 31, 2023 |
|
||||||||||
|
|
Amortized |
|
|
Estimated |
|
|
Amortized |
|
|
Estimated |
|
||||
|
|
(Dollars in thousands) |
|
|||||||||||||
Held for Investment |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Contractual maturity of debt securities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Within one year |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
After one year but within five years |
|
|
|
|
|
|
|
|
|
|
|
|
||||
After five years but within ten years |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
After ten years |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Available for Sale |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Contractual maturity of debt securities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Within one year |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
After one year but within five years |
|
|
|
|
|
|
|
|
|
|
|
|
||||
After five years but within ten years |
|
|
|
|
|
|
|
|
|
|
|
|
||||
After ten years |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total debt securities |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
The following table is a summary of the Company’s book value of securities that were pledged as collateral for public funds on deposit, repurchase agreements and for other purposes as required or permitted by law:
|
|
March 31, 2024 |
|
|
December 31, 2023 |
|
||
|
|
(Dollars in thousands) |
|
|||||
Book value of pledged securities |
|
$ |
|
|
$ |
|
||
8
There were
Realized gains/losses on debt and equity securities are reported as securities transactions within the noninterest income section of the consolidated statement of comprehensive income.
The following table summarizes debt securities with unrealized losses, segregated by the duration of the unrealized loss, at March 31, 2024 and December 31, 2023 respectively:
|
|
|
|
Less than 12 Months |
|
|
More than 12 Months |
|
|
Total |
|
||||||||||||||||
|
Number of investments |
|
|
Estimated |
|
|
Unrealized |
|
|
Estimated |
|
|
Unrealized |
|
|
Estimated |
|
|
Unrealized |
|
|||||||
|
|
|
|
(Dollars in thousands) |
|
||||||||||||||||||||||
March 31, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Available for Sale |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
U.S. treasuries |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||
U.S. federal agencies |
|
|
|
|
|
|
|
|
|
|
— |
||||||||||||||||