-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IM1tI2xeDknjcj2C+eCUY2FzJAE11gl3me6U+l7kd14E7UjWzOYo3M/kQGmPM+eZ cZ9NPMbKXm96VGkc5s15MA== 0000930661-01-000850.txt : 20010402 0000930661-01-000850.hdr.sgml : 20010402 ACCESSION NUMBER: 0000930661-01-000850 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20001231 FILED AS OF DATE: 20010330 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BANCFIRST CORP /OK/ CENTRAL INDEX KEY: 0000760498 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 731221379 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 000-14384 FILM NUMBER: 1586526 BUSINESS ADDRESS: STREET 1: 101 N BROADWAY STE 200 CITY: OKLAHOMA CITY STATE: OK ZIP: 73102-8401 BUSINESS PHONE: 4052701000 MAIL ADDRESS: STREET 1: 101 NORTH BROADWAY STREET 2: STE 200 CITY: OKLAHOMA CITY STATE: OK ZIP: 73102-8401 FORMER COMPANY: FORMER CONFORMED NAME: UNITED COMMUNITY CORP DATE OF NAME CHANGE: 19890401 10-K 1 0001.txt FORM 10-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2000 Commission File Number 0-14384 BANCFIRST CORPORATION --------------------- (Exact name of registrant as specified in its charter) OKLAHOMA 73-1221379 -------- ---------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 101 North Broadway, Oklahoma City, Oklahoma 73102 ------------------------------------------------- (Address of principal executive offices)(Zip Code) Registrant's telephone number, including area code: (405) 270-1086 -------------- Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, $1.00 Par Value Per Share ------------------- (Title of Class) Indicate by check mark whether the registrant (1) has filed all reports required 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 _____ ----- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ____ The aggregate value of the Common Stock held by nonaffiliates of the registrant as of February 28, 2001 was approximately $136,046,000. As of February 28, 2001, there were 8,319,889 shares of Common Stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE: Portions of the Proxy Statement for the May 24, 2001 Annual Meeting of Stockholders of registrant (the "2001 Proxy Statement") to be filed pursuant to Regulation 14A are incorporated by reference into Part III of this report.
FORM 10-K CROSS-REFERENCE INDEX Item PART I Page - -------- ------------------------------------------------------------------------------------ ------ 1. Business 3 2. Properties 10 3. Legal Proceedings 10 4. Submission of Matters to a Vote of Security Holders 10 PART II ------------------------------------------------------------------------------------ 5. Market for the Registrant's Common Stock and Related Stockholder Matters 10 6. Selected Financial Data 11 7. Management's Discussion and Analysis of Financial Condition and 11 Results of Operations 7A. Quantitative and Qualitative Disclosures About Market Risk 11 8. Financial Statements and Supplementary Data 11 9. Changes in and Disagreements with Accountants on Accounting and Financial 11 Disclosure PART III ------------------------------------------------------------------------------------ 10. Directors and Executive Officers of the Registrant 11 11. Executive Compensation 11 12. Security Ownership of Certain Beneficial Owners and Management 12 13. Certain Relationships and Related Transactions 12 PART IV ------------------------------------------------------------------------------------ 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K 12 Signatures 14 Financial Information Appendix A
2 PART I Item 1. Business. General BancFirst Corporation (the "Company") is an Oklahoma business corporation and a financial holding company under Federal law. It conducts virtually all of its operating activities through its principal wholly-owned subsidiary, BancFirst (the "Bank" or "BancFirst"), a state-chartered, Federal Reserve member bank headquartered in Oklahoma City, Oklahoma. The Company also owns 100% of the common securities of BFC Capital Trust I, a Delaware Business Trust organized in January 1997, 100% of First Southwest Bank, an Oklahoma state-chartered bank, 75% of Century Life Assurance Company, an Oklahoma chartered insurance company, and Council Oak Partners LLC, an Oklahoma limited liability company engaged in merchant banking. The Company was incorporated as United Community Corporation in July 1984 for the purpose of becoming a bank holding company. In June 1985, it merged with seven Oklahoma bank holding companies that had operated under common ownership and the Company has conducted business as a bank holding company since that time. Over the next several years the Company acquired additional banks and bank holding companies, and in November 1988 the Company changed its name to BancFirst Corporation. Effective April 1, 1989, the Company consolidated its 12 subsidiary banks and formed BancFirst. The Company has continued to expand through acquisitions and de-novo branches. BancFirst currently has 80 banking locations serving 43 communities throughout Oklahoma. The Company's strategy focuses on providing a full range of commercial banking services to retail customers and small to medium-sized businesses both in the non-metropolitan trade centers of Oklahoma and the metropolitan markets of Oklahoma City, Tulsa, Lawton, Muskogee, Norman and Shawnee. The Company operates as a "super community bank", managing its community banking offices on a decentralized basis, which permits them to be responsive to local customer needs. Underwriting, funding, customer service and pricing decisions are made by Presidents in each market within the Company's strategic parameters. At the same time, the Company generally has a larger lending capacity, broader product line and greater operational efficiencies than its principal competitors in the non- metropolitan market areas (which typically are independently-owned community banks). In the metropolitan markets served by the Company, the Company's strategy is to focus on the needs of local businesses that are not served effectively by larger institutions. The Bank maintains a strong community orientation by, among other things, appointing selected members of the communities in which the Bank's branches are located to a local consulting board that assists in introducing prospective customers to the Bank and in developing or modifying products and services to meet customer needs. As a result of the development of broad banking relationships with its customers and the convenience and service of the Bank's multiple offices, the Bank's lending and investing activities are funded almost entirely by core deposits. The Bank centralizes virtually all of its back office, support and investment functions in order to achieve consistency and cost efficiencies in the delivery of products and services. The Bank centrally provides services such as data processing, operations support, bookkeeping, accounting, loan review, compliance and internal auditing to the Bank's community banking offices to enhance their ability to compete effectively. The Bank also provides certain specialized financial services centrally that require unique expertise. The community banking offices assist the Bank in maintaining its competitive position by actively participating in the development of new products and services needed by their customers and in making desirable changes to existing products and services. The Bank provides a wide range of retail and commercial banking services, including: commercial, real estate, agricultural and consumer lending; depository and funds transfer services; collections; safe deposit boxes; cash management services; retail brokerage services; and other services tailored for both individual and corporate customers. The Bank also offers trust services and acts as executor, administrator, trustee, transfer agent and in various other fiduciary capacities. Through Unitech, its operations division, the Bank provides, item processing, research and other correspondent banking services to financial institutions and governmental units. The Bank's primary lending activity is the financing of business and industry in its market areas. Its commercial loan customers are generally small to medium-sized businesses engaged in light manufacturing, local wholesale and retail trade, services, agriculture, and the energy industry. Most forms of commercial lending are offered, including commercial mortgages, other forms of asset-based financing and working capital lines of credit. In addition, the Bank offers Small Business Administration ("SBA") guaranteed loans through BancFirst Commercial Capital, a division established in 1991. Consumer lending activities of the Bank consist of traditional forms of financing for automobiles ,both direct and indirect, residential mortgage loans, home equity loans and other personal loans. In addition, the Bank is one of Oklahoma's largest providers of guaranteed student loans. 3 The Bank's range of deposit services include checking accounts, NOW accounts, savings accounts, money market accounts, club accounts, individual retirement accounts and certificates of deposit. Overdraft protection and autodraft services are also offered. Deposits of the Bank are insured by the Bank Insurance Fund administered by the Federal Deposit Insurance Corporation ("FDIC"). In addition, certain Bank employees are licensed insurance agents qualified to offer tax deferred annuities. Trust services offered through BancTrust, the Bank's trust division, consist primarily of investment management and administration of trusts for individuals, corporations and employee benefit plans. Investment options include collective equity and fixed income funds managed by BancTrust and advised by a nationally recognized investment management firm. BancFirst has the following principal subsidiaries: BancFirst Investment Corporation, a small business investment corporation; Citibanc Insurance Agency, Inc., a credit life insurance agency, which in turn owns BancFirst Agency, Inc., a title insurance agency; Lenders Collection Corporation, which is engaged in collection of troubled loans assigned to it by BancFirst; and Express Financial Corporation (formerly National Express Corporation), a money order company. All of these companies are Oklahoma corporations. In addition, BancFirst owns Mojave Asset Management Company and Desert Asset Management Company, which in turn own Delamar Asset Management Limited Partnership. These three subsidiaries are Nevada companies and are engaged in investing in loan participations. The Company had approximately 1,407 full-time equivalent employees as of December 31, 2000. Its principal executive offices are located at 101 North Broadway, Oklahoma City, Oklahoma 73102, telephone number (405) 270-1086. Market Areas and Competition The banking environment in Oklahoma is very competitive. The geographic dispersion of the Company's banking locations presents several different levels and types of competition. In general, however, each location competes with other banking institutions, savings and loan associations, personal loan finance companies and credit unions within their respective market areas. The communities in which the Bank maintains offices are generally local trade centers throughout Oklahoma. The major areas of competition include interest rates charged on loans, interest rates paid on deposits, levels of service charges on deposits, completeness of product line and quality of service. Management believes the Company is in an advantageous competitive position operating as a "super community bank." Under this strategy, the Company provides a broad line of financial products and services to small to medium- sized businesses and consumers through full service community banking offices with decentralized management, while achieving operating efficiency through product standardization and centralization of processing and other functions. Each full service banking office has senior management with significant lending experience who exercise substantial autonomy over credit and pricing decisions, subject to a tiered approval process for larger credits. This decentralized management approach, coupled with continuity of service by the same staff members, enables the Bank to develop long-term customer relationships, maintain high quality service and respond quickly to customer needs. The majority of its competitors in the non-metropolitan areas are much smaller, and neither offer the range of products and services nor have the lending capacity of BancFirst. In the metropolitan communities, the Company's strategy is to be more responsive to, and more focused on, the needs of local businesses that are not served effectively by larger institutions. Marketing to existing and potential customers is performed through a variety of media advertising, direct mail and direct personal contacts. The Company monitors the needs of its customer base through its Product Development Group, which develops and enhances products and services in response to such needs. Sales, customer service and product training are coordinated with incentive programs to motivate employees to cross-sell the Bank's products and services. Control of the Company Affiliates of the Company beneficially own approximately 57% of the shares of the Common Stock outstanding. Under Oklahoma law, holders of a majority of the outstanding shares of Common Stock are able to elect all of the directors and approve significant corporate actions, including business combinations. Accordingly, the affiliates have the ability to control the business and affairs of the Company. Recent Developments In March 2000, BancFirst Corporation received approval from the Federal Reserve Board to become a financial holding company under the new Gramm-Leach- Bliley financial services modernization law. This will provide the Company the ability to expand into new financial activities such as insurance underwriting, securities underwriting and dealing, and mutual fund distribution. 4 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 and affiliated entities collectively are the largest shareholders of the Company and two members of the family serve as the Company's Chairman and CEO. 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 will be accounted for as a book value purchase. Accordingly, the acquisition will be recorded based on the book value of Century Life and the effects of the acquisition will be 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. Supervision and Regulation The following discussion sets forth certain of the material elements of the regulatory framework applicable to bank holding companies and their subsidiaries and provides certain specific information relevant to the Company. This regulatory framework is intended primarily for the protection of depositors and not for the protection of the Company's stockholders. To the extent that the following information describes statutory and regulatory provisions, it is qualified in its entirety by reference to those provisions. A change in the statutes, regulations or regulatory policies applicable to the Company or its subsidiaries may have a material effect on the business of the Company. Bank Holding Company Regulation The Gramm-Leach-Bliley Act On November 12, 1999, the President signed the Gramm-Leach-Bliley Act of 1999 (the "Gramm-Leach-Bliley Act") into law. Effective as of March 11, 2000, the Gramm-Leach-Bliley Act allows bank holding companies meeting management, capital and Community Reinvestment Act ("CRA") standards to engage in a substantially broader range of nonbanking activities than was previously permissible, including insurance underwriting and making merchant banking investments in commercial and financial companies; allows insurers and other financial services companies to acquire banks; removes various restrictions that previously applied to bank holding company ownership of securities firms and mutual fund advisory companies; and establishes the overall regulatory structure applicable to bank holding companies that also engage in insurance and securities operations. For a bank holding company to engage in the broader range of activities that are permitted by the Gramm-Leach-Bliley Act, (1) all of its depository institutions must be well capitalized and well managed and (2) it must file a declaration with the Board of Governors of the Federal Reserve System that it elects to be a "financial holding company" (FHC"). In addition, to commence any new permitted by the Gramm-Leach-Bliley Act and to acquire any company engaged in any new activities permitted by the Gramm-Leach-Bliley Act, each insured depository institution of the financial holding company must have received at least a "satisfactory" rating in its most recent examination under the CRA. In March 2000, the Company filed its declaration with the Federal Reserve Board to become an FHC. Under the Gramm-Leach-Bliley Act, a bank holding company that elects to become an FHC may engage in any activity that the Board of Governors of the Federal Reserve System, in consultation with Secretary of the Treasury, determines by regulation or order is (i) financial in nature, (ii) incidental to any such financial activity, or (iii) complementary to any such financial activity and does not pose a substantial risk to the safety or soundness of depository institutions or the financial system generally. The act specifies certain activities that are deemed to be financial in nature, including: * securities underwriting, dealing and market making * sponsoring mutual funds and investment companies * insurance underwriting and agency * merchant banking activities * activities currently permitted for bank holding companies by the Federal Reserve under section 4(c)(8) of the Bank Holding Company Act. 5 The Gramm-Leach-Bliley Act also modified laws related to financial privacy and community reinvestment. The new financial privacy provisions generally prohibit financial institutions, including the Company, from disclosing nonpublic personal financial information to third parties unless customers have the opportunity to "opt out" of the disclosure. The Gramm-Leach-Bliley Act preserves the role of the Board of Governors as the umbrella supervisor for holding companies while at the same time incorporating a system of functional regulation designed to take advantage of the strengths of the various federal and state regulators. In particular, the Gramm-Leach-Bliley Act replaces the broad exemption from Securities and Exchange Commission regulation that banks previously enjoyed with more limited exemptions, and it reaffirms that states are the regulators for the insurance activities of all persons, including federally-chartered banks. Bank Holding Company Act and Other Applicable Laws As an FHC, the Corporation is regulated under the Bank Holding Company Act of 1956, as amended by the Gramm-Leach-Bliley Act (the "BHCA"), and is subject to the supervision of the Federal Reserve Board. BancFirst is organized as a state-chartered banking association which is subject to regulation, supervision and examination by the Oklahoma State Banking Department (the "Banking Department"). BancFirst is also subject to regulation by the Federal Deposit Insurance Company (the "FDIC") and other federal and state regulatory agencies. In addition to banking laws, regulations and regulatory agencies, the Company and its subsidiaries and affiliates are subject to various other laws and regulations and supervision and examination by other regulatory agencies, all of which directly or indirectly affect the operations and management of the Company and its ability to make distributions. The following discussion summarizes certain aspects of those laws and regulations that affect the Company. Under the BHCA, bank holding companies that are not FHCs generally may not acquire the ownership or control of more than 5% of the voting shares, or substantially all the assets, of any company, including a bank or another bank holding company, without the Federal Reserve Board's prior approval. Also, bank holding companies generally may engage only in banking and other activities that are determined by the Federal Reserve Board to be closely related to banking. The Federal Reserve Board has by regulation determined that such activities include operating a mortgage company, finance company, credit card company or factoring company; performing certain data processing operations; servicing loans and other extensions of credit; providing investment and financial advice; acting as an insurance agent for certain types of credit-related insurance; owning and operating savings and loan associations; and leasing personal property on a full pay-out, nonoperating basis. In the event a bank holding company elects to become an FHC, it would no longer be subject to the general requirements of the BHCA that it obtain the Federal Reserve Board's approval prior to acquiring more than 5% of the voting shares, or substantially all of the assets, of a company that is not a bank or bank holding company. A bank holding company that does not qualify as an FHC is generally limited in the types of activities in which it may engage to those that the Federal Reserve Board had recognized as permissible for bank holding companies prior to the date of enactment of the Gramm-Leach-Bliley Act. Control Acquisitions Subject to certain exceptions, the Change in Bank Control Act (the "Control Act") and regulations promulgated thereunder by the Federal Reserve Board require any person acting directly or indirectly, or through or in concert with one or more persons, to give the Federal Reserve 60 days' written notice before acquiring control of a bank holding company. Transactions which are presumed to constitute the acquisition of control include the acquisition of any voting securities of a bank holding company having securities registered under section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), if, after the transaction, the acquiring person (or persons acting in concert) owns, controls or holds with power to vote 25% or more of any class of voting securities of the institution. The acquisition may not be consummated subsequent to such notice if the Federal Reserve Board issues a notice within 60 days, or within certain extensions of such period, disapproving the same. Interstate Banking and Branching Pursuant to the Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 (the "Interstate Banking and Branching Act"), a bank holding company may acquire banks in states other than its home state without regard to the permissibility of such acquisitions under state law, but subject to any state requirement that the bank has been organized and operating for a minimum period of time, not to exceed five years, and the requirement that the bank holding company, prior to or following the proposed acquisition, controls no more than 10 percent of the total amount of deposits of insured depository institutions in the United States and no more than 30 percent of such deposits in that state (or such lesser or greater amount set by state law). Legislation passed by the Oklahoma legislature in 2000 eliminated the previously existing requirement that Oklahoma banks be in existence for a minimum of five years before being acquired by, or merged into, another bank, or acquired by an existing bank holding company, and increased the "deposit cap" from 15% to 20%, with the result that a business combination involving banks may not result in the control by the combined institution of more than 20% of the total deposits of insured depositary institutions located in Oklahoma. 6 Subject to certain restrictions, the Interstate Banking and Branching Act also authorizes banks to merge across state lines, thereby creating interstate branches, without regard to whether such transactions are prohibited by the law of any state, unless the home state of one of the banks had "opted out" of interstate branching by enacting specific legislation prior to June 1, 1997, in which case out-of-state banks would generally not be able to branch into that state, and banks headquartered in that state would not be permitted to branch into other states. Oklahoma elected to "opt-in" to interstate branching effective May 1997 and established a 12.25% deposit cap that was subsequently increased to 20%. Furthermore, pursuant to the Interstate Banking and Branching Act, a bank may open new branches in a state in which it does not already have banking operations if such state enacts a law permitting such de novo branching. Oklahoma law permits de novo branching and, accordingly, state-chartered banks such as BancFirst are able to establish an unlimited number of de novo branches in Oklahoma. Support for Bank Subsidiaries The Federal Reserve Board has issued regulations under the BHCA that require a bank holding company to serve as a source of financial and managerial strength to its subsidiary banks. Pursuant to such regulations, the Federal Reserve Board may require the Company to stand ready to use its resources to provide adequate capital funds to its banking subsidiaries during periods of financial stress or adversity. Under the Federal Deposit Insurance Company Improvement Act of 1991 ("FDICIA"), a bank holding company is required to guarantee the compliance of any insured depository institution subsidiary that may become "undercapitalized" (as defined in the statute) with the terms of any capital restoration plan filed by such subsidiary with its appropriate federal banking agency, up to specified limits. See "FDICIA and Related Regulations," below. Under the BHCA, the Federal Reserve Board has the authority to require a bank holding company to terminate any activity or relinquish control of a nonbank subsidiary (other than a nonbank subsidiary of a bank) upon the Federal Reserve Board's determination that such activity or control constitutes a serious risk to the financial soundness and stability of any bank subsidiary of the bank holding company. Capital Adequacy Guidelines The Federal Reserve Board, the Comptroller and the FDIC have issued substantially similar risk-based and leverage capital guidelines applicable to United States banking organizations. In addition, these regulatory agencies may from time to time require that a banking organization maintain capital above the minimum levels, whether because of its financial condition or actual or anticipated growth. The Federal Reserve Board risk-based guidelines define a three-tier capital framework. Tier 1 capital consists of common and qualifying preferred stockholders' equity, less certain intangibles and other adjustments. Tier 2 capital consists of preferred stock not qualifying as Tier 1 capital, subordinated and other qualifying debt, and the allowance for credit losses up to 1.25 percent of risk-weighted assets. Tier 3 capital includes subordinated debt that is unsecured, fully paid, has an original maturity of at least two years, is not redeemable before maturity without prior approval by the Federal Reserve and includes a lock-in clause precluding payment of either interest or principal if the payment would cause the issuing bank's risk-based capital ratio to fall or remain below the required minimum. The sum of Tier 1 and Tier 2 capital less investments in unconsolidated subsidiaries represents qualifying total capital, at least 50 percent of which must consist of Tier 1 capital. Risk-based capital ratios are calculated by dividing Tier 1 and total capital by risk-weighted assets. Assets and off-balance sheet exposures are assigned to one of four categories of risk-weights, based primarily on relative credit risk. The minimum Tier 1 capital ratio is 4 percent and the minimum total capital ratio is 8 percent. The Company's Tier 1 and total risk-based capital ratios under these guidelines at December 31, 2000 were 11.21% and 12.50%, respectively. At December 31, 2000, the Company had no subordinated debt that qualified as Tier 3 capital. The Federal Reserve Board also requires bank holding companies to maintain a minimum "leverage ratio" (Tier 1 capital to adjusted total assets) of 3%. These ratio requirements are minimums. Any institution operating at or near those levels would be expected by the regulators to have well-diversified risk, including no undue interest rate risk exposures, excellent asset quality, high liquidity, and good earnings and, in general, would have to be considered a strong banking organization. All other organizations and any institutions experiencing or anticipating significant growth are expected to maintain capital ratios at least one to two percent above the minimum levels, and higher capital ratios can be required if warranted by particular circumstances or risk profile. For information regarding the Company's recent historical capital ratios, see "Financial Review - Capital Resources". FDICIA and Related Regulations General. FDICIA, among other things, identifies five capital categories for insured depository institutions (well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized) and requires the respective Federal regulatory agencies to implement systems for "prompt corrective action" for insured depository institutions that do not meet minimum capital requirements within such categories. FDICIA imposes progressively more restrictive constraints on operations, management and 7 capital distributions, depending on the category in which an institution is classified. Failure to meet the capital guidelines could also subject a banking institution to capital raising requirements. An "undercapitalized" bank must develop a capital restoration plan and its parent holding company must guarantee that bank's compliance with the plan. The liability of the parent holding company under any such guarantee is limited to the lesser of 5 percent of the bank's assets at the time it became "undercapitalized" or the amount needed to comply with the plan. Furthermore, in the event of the bankruptcy of the parent holding company, such guarantee would take priority over the parent's general unsecured creditors. In addition, FDICIA requires the various regulatory agencies to prescribe certain non-capital standards for safety and soundness relating generally to operations and management, asset quality and executive compensation and permits regulatory action against a financial institution that does not meet such standards. The various regulatory agencies have adopted substantially similar regulations that define the five capital categories (well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized) identified by FDICIA, using the total risk-based capital, Tier 1 risk-based capital and leverage capital ratios as the relevant capital measures, and requires the respective Federal regulatory agencies to implement systems for "prompt corrective action" for insured depository institutions that do not meet minimum capital requirements within such categories. Such regulations establish various degrees of corrective action to be taken when an institution is considered undercapitalized. Significantly or critically undercapitalized institutions and undercapitalized institutions that do not submit and comply with capital restoration plans acceptable to the applicable Federal banking regulator are subject to one or more of the following sanctions: (i) forced sale of shares to raise capital, or, where grounds exist for the appointment of a receiver or conservator, a forced merger; (ii) restrictions on transactions with affiliates; (iii) limitations on interest rates paid on deposits; (iv) further restrictions on growth or required shrinkage; (v) replacement of directors or senior executive directors; (vi) prohibitions on the receipt of correspondent deposits; (vii) restrictions on capital distributions by the holding companies of such institutions; (viii) required divestiture of subsidiaries by the institution; or (ix) other restrictions, as determined by the regulator. In addition, the compensation of executive officers will be frozen at the level in effect when the institution failed to meet the capital standards and may be increased only with the applicable Federal banking regulator's prior written approval. The applicable Federal banking regulator is required to impose a forced sale of shares or merger, restrictions on affiliate transactions and restrictions on rates paid on deposits unless it determines that such actions would not further an institution's capital improvement. In addition to the foregoing, a critically undercapitalized institution would be prohibited from making any payment of principal or interest on subordinated debt without the concurrence of its regulator and the FDIC, beginning 60 days after the institution becomes critically undercapitalized. A critically undercapitalized institution may not, without FDIC approval: (i) enter into material transactions outside of the ordinary course of business; (ii) extend credit on highly leveraged transactions; (iii) amend its charter or bylaws; (iv) make any material change in its accounting methods; (v) engage in any covered transactions with affiliates; (vi) pay excessive compensation or bonus (as defined); or (vii) pay rates on liabilities significantly in excess of market rates. Under the regulations, a "well capitalized" institution must have a Tier 1 capital ratio of at least 6 percent, a total capital ratio of at least 10 percent and a leverage ratio of at least 5 percent and not be subject to a capital directive order. Under these guidelines, BancFirst is considered well capitalized. Banking agencies have also adopted final regulations which mandate that regulators take into consideration (i) concentrations of credit risk; (ii) interest rate risk (when the interest rate sensitivity of an institution's assets does not match the sensitivity of its liabilities or its off-balance- sheet position); and (iii) risks from non-traditional activities, as well as an institution's ability to manage those risks, when determining the adequacy of an institution's capital. That evaluation will be made as a part of the institution's regular safety and soundness examination. In addition, the banking agencies have amended their regulatory capital guidelines to incorporate a measure for market risk. The revised guidelines did not have a material impact on the Company or BancFirst's regulatory capital ratios or their well capitalized status. Regulatory Restrictions on Dividends BancFirst, as a member bank of the Federal Reserve System, may not declare a dividend without the approval of the Federal Reserve Board unless the dividend to be declared by BancFirst does not exceed the total of (i) BancFirst's net profits (as defined and interpreted by regulation) for the current year to date plus (ii) its retained net profits (as defined and interpreted by regulation) for the preceding two years, less any required transfers to surplus. In addition, BancFirst can only pay dividends to the extent that its retained net profits (including the portion transferred to surplus) exceed its bad debts (as defined by regulation). Under the Federal Deposit Insurance Act, no dividends may be paid by an insured bank if the bank is in arrears in the payment of any insurance assessment due to the FDIC. Additionally, state and federal regulatory authorities have adopted standards for the maintenance of adequate levels of capital by banks. See "Capital Adequacy Guidelines," above. Adherence to such standards further limits the ability of banks to pay dividends. The payment 8 of dividends by any subsidiary bank may also be affected by other regulatory requirements and policies, such as the maintenance of adequate capital. If, in the opinion of the applicable regulatory authority, a bank under its jurisdiction is engaged in, or is about to engage in, an unsafe or unsound practice (which, depending on the financial condition of the bank, could include the payment of dividends), such authority may require, after notice and hearing, that such bank cease and desist from such practice. The Federal Reserve Board has formal and informal policies which provide that insured banks and bank holding companies should generally pay dividends only out of current operating earnings. Deposit Insurance and Depositor Preference BancFirst is insured by the FDIC and is required to pay certain fees and premiums to the Bank Insurance Fund. These deposit insurance premiums are assessed through a risk-based system under which all insured depository institutions are placed into one of nine categories and assessed insurance premiums on deposits based upon their level of capital and supervisory evaluation, with the well-capitalized banks with the highest supervisory rating paying lower or no premiums and the critically undercapitalized banks paying up to 0.27% of deposits. Additionally, deposits and certain claims for administrative expenses and employee compensation against an insured depository institution are afforded a priority over other general unsecured claims against such institution, including federal funds and letters of credit, in the "liquidation or other resolution" of the institution by any receiver. State Regulation BancFirst is an Oklahoma-chartered state bank. Accordingly, BancFirst's operations are subject to various requirements and restrictions of state law relating to loans, lending limits, interest rates payable on deposits, investments, mergers and acquisitions, borrowings, dividends, capital adequacy, and other matters. Because BancFirst is a member of the Federal Reserve System, Oklahoma law provides that BancFirst must maintain reserves against deposits as required by the Federal Reserve Act. BancFirst is subject to primary supervision, periodic examination and regulation by the Oklahoma State Banking Department and the Federal Reserve Board. The Oklahoma State Bank Commissioner is authorized by statute to accept a Federal Reserve System examination in lieu of a state examination. In practice, the Federal Reserve Board and the Oklahoma State Banking Department alternate examinations of BancFirst. If, as a result of an examination of a bank, the Oklahoma State Banking Department determines that the financial condition, capital resources, asset quality, earnings prospects, management, liquidity, or other aspects of the bank's operations are unsatisfactory or that the management of the bank is violating or has violated any law or regulation, various remedies, including the remedy of injunction, are available to the Oklahoma State Banking Department. Oklahoma also permits the acquisition of an unlimited number of wholly-owned bank subsidiaries so long as aggregate deposits at the time of acquisition in a multi-bank holding company do not exceed 20% of the total amount of deposits of insured depository institutions located in Oklahoma. Governmental Monetary and Fiscal Policies The commercial banking business is affected directly by the monetary policies of the Federal Reserve Board and by the fiscal policies of federal, state and local governments. The Federal Reserve Board, in fulfilling its role of stabilizing the nation's money supply, utilizes several operating tools, all of which directly impact commercial bank operations. The primary tools used by the Federal Reserve Board are changes in reserve requirements on member bank deposits and other borrowings, open market operations in the U.S. Government securities market, and control over the availability and cost of members' direct borrowings from the "discount window." Banks act as financial intermediaries in the debt capital markets and are active participants in these markets daily. As a result, changes in governmental monetary and fiscal policies have a direct impact upon the level of loans and investments, the availability of sources of lendable funds, and the interest rates earned from and paid on these instruments. It is not possible to predict accurately the future course of such government policies and the residual impact upon the operations of the Company. 9 Pending and Proposed Legislation There are various pending and proposed bills in Congress that, among other things, could restructure the federal supervision of financial institutions. The Company is unable to predict with any certainty the effect any such legislation would have on the Company, its subsidiaries or their respective activities. Additional legislation, judicial and administrative decisions also may affect the ability of banks to compete with each other as well as with other businesses. These statutes and decisions may tend to make the operations of various financial institutions more similar and increase competition among banks and other financial institutions or limit the ability of banks to compete with other businesses. Management currently cannot predict whether and, if so, when any such changes might occur or the impact any such changes would have upon the income or operations of the Company or its subsidiaries, or upon the Oklahoma regional banking environment. Item 2. Properties. The principal offices of the Company are located at 101 North Broadway, Oklahoma City, Oklahoma 73102. The Company owns substantially all of the properties and buildings in which its various offices and facilities are located. These properties include two main banks and 78 branches. BancFirst also owns properties for future expansion. There are no significant encumbrances on any of these properties. Item 3. Legal Proceedings. The Company has been named as a defendant in various legal actions arising from the conduct of its normal business activities. Although the amount of any liability that could arise with respect to these actions cannot be accurately predicted, in the opinion of the Company, any such liability will not have a material adverse effect on the consolidated financial position of the Company. Item 4. Submission of Matters to Vote of Security Holders. There were no matters submitted to a vote of security holders, through the solicitation of proxies or otherwise, during the fourth quarter of the year ended December 31, 2000. PART II Item 5. Market for the Company's Common Stock and Related Stockholder Matters. The Company's Common Stock is listed on the Nasdaq National Market System ("NASDAQ/NMS") and is traded under the symbol "BANF". The following table sets forth, for the periods indicated, (i) the high and low sales prices of the Company's Common Stock as reported in the NASDAQ/NMS consolidated transaction reporting system and (ii) the quarterly dividends declared on the Common Stock. Price Range ------------------------------------ Cash Dividends High Low Declared ---------- --------- ------------ 2000 First Quarter $ 34.250 $ 24.750 $ 0.16 Second Quarter $ 32.625 $ 25.000 $ 0.16 Third Quarter $ 34.250 $ 28.438 $ 0.16 Fourth Quarter $ 44.000 $ 31.813 $ 0.18 1999 First Quarter $ 36.375 $ 32.625 $ 0.14 Second Quarter $ 36.750 $ 29.000 $ 0.14 Third Quarter $ 37.500 $ 31.125 $ 0.14 Fourth Quarter $ 37.125 $ 30.125 $ 0.16 10 As of February 28, 2001 there were approximately 475 holders of record of the Common Stock. Future dividend payments will be determined by the Company's Board of Directors in light of the earnings and financial condition of the Company and the Bank, their capital needs, applicable governmental policies and regulations and such other factors as the Board of Directors deems appropriate. BancFirst Corporation is a legal entity separate and distinct from the Bank, and its ability to pay dividends is substantially dependent upon dividend payments received from the Bank. Various laws, regulations and regulatory policies limit the Bank's ability to pay dividends to BancFirst Corporation, as well as BancFirst Corporation's ability to pay dividends to its shareholders. See "Liquidity and Funding" and "Capital Resources" under "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Description of Business - Supervision and Regulation" and Note 14 of the Notes to Consolidated Financial Statements for further information regarding limitations on the payment of dividends by BancFirst Corporation and the Bank. Item 6. Selected Financial Data. Incorporated by reference from "Selected Consolidated Financial Data" contained on page A-3 of the attached Appendix. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. Incorporated by reference from "Financial Review" contained on pages A- 2 through A-16 of the attached Appendix. Item 7A. Quantitative and Qualitative Disclosures About Market Risk. Incorporated by reference from "Financial Review - Market Risk" contained on page A-15 of the attached Appendix. Item 8. Financial Statements and Supplementary Data. The consolidated financial statements of BancFirst Corporation and its subsidiaries, are incorporated by reference from pages A-17 through A-46 of the attached Appendix, and include the following: a. Reports of Independent Accountants b. Consolidated Balance Sheet c. Consolidated Statement of Income d. Consolidated Statement of Stockholders' Equity e. Consolidated Statement of Cash Flows f. Notes to Consolidated Financial Statements Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. There have been no material disagreements between the Company and its independent accountants on accounting and financial disclosure matters which are required to be reported under this Item for the period for which this report is filed. PART III Item 10. Directors and Executive Officers of the Registrant. The information required by Item 401 of Regulation S-K will be contained in the 2001 Proxy Statement under the caption "Election of Directors" and is hereby incorporated by reference. The information required by Item 405 of Regulation S-K will be contained in the 2001 Proxy Statement under the caption "Compliance with Section 16(a) of the Securities Exchange Act of 1934" and is hereby incorporated by reference. Item 11. Executive Compensation. The information required by Item 402 of Regulation S-K will be contained in the 2001 Proxy Statement under the caption "Compensation of Directors and Executive Officers" and is hereby incorporated by reference. 11 Item 12. Security Ownership of Certain Beneficial Owners and Management. The information required by Item 403 of Regulation S-K will be contained in the 2001 Proxy Statement under the caption "Security Ownership of Certain Beneficial Owners and Management" and is hereby incorporated by reference. Item 13. Certain Relationships and Related Transactions. The information required by Item 404 of Regulation S-K will be contained in the 2001 Proxy Statement under the caption "Transactions with Management" and is hereby incorporated by reference. PART IV Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K. (a) The following documents are filed as part of this report: (1) Financial Statements: Reports of Independent Accountants Consolidated Balance Sheet at December 31, 2000 and 1999 Consolidated Statement of Income for the three years ended December 31, 2000 Consolidated Statement of Stockholders' Equity for the three years ended December 31, 2000 Consolidated Statement of Cash Flows for the three years ended December 31, 2000 Notes to Consolidated Financial Statements The above financial statements are incorporated by reference from pages A-17 through A-46 of the attached Appendix. (2) All other schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto. (3) The following Exhibits are filed with this Report or are incorporated by reference as set forth below: Exhibit Number Exhibit ------ ------- 2.1 Merger Agreement dated May 6, 1998 between BancFirst Corporation and AmQuest Financial Corp. (filed as Exhibit 2.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1998 and incorporated herein by reference). 3.1 Second Amended and Restated Certificate of Incorporation of BancFirst (filed as Exhibit 1 to BancFirst's 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). 12 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 8-K dated February 25, 1999 and incorporated herein by reference). 10.1 United Community Corporation (now BancFirst Corporation) Stock Option Plan (filed as Exhibit 10.09 to the Company's Registration Statement on Form S-4, file No. 33-13016 and incorporated herein by reference). 10.2 BancFirst Corporation Employee Stock Ownership and Thrift Plan (filed as Exhibit 10.12 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1992 and incorporated herein by reference). 10.3 1988 Incentive Stock Option Plan of Security Corporation as assumed by BancFirst Corporation (filed as Exhibit 4.1 to the Company's Registration Statement on Form S-8, File No. 333- 65129 and incorporated herein by reference). 10.4 1993 Incentive Stock Option Plan of Security Corporation as assumed by BancFirst Corporation (filed as Exhibit 4.2 to the Company's Registration Statement on Form S-8, File No. 333- 65129 and incorporated herein by reference). 10.5 1995 Non-Employee Director Stock Plan of AmQuest Financial Corp. as assumed by BancFirst Corporation (filed as Exhibit 4.3 to the Company's Registration Statement on Form S-8, File No. 333-65129 and incorporated herein by reference). 10.6* BancFirst Corporation Non-Employee Directors' Stock Option Plan. 10.7* BancFirst Corporation Directors' Deferred Stock Compensation Plan. 10.8* Stock Purchase Agreement dated November 14, 2000 among BancFirst Corporation, Pickard Limited Partnership and Century Life Assurance Company. 22.1* Subsidiaries of Registrant. 23.1* Consent of PricewaterhouseCoopers LLP. 99.1 Stock Repurchase Program (filed as Exhibit 99.1 to the Company's Form 8-K dated November 18, 1999 and incorporated herein by reference). ______________________ * Filed herewith. (b) No reports on Form 8-K were filed by the Company during the fourth quarter ended December 31, 2000. 13 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. March 29, 2001 BANCFIRST CORPORATION --------------------- (Registrant) /s/ David E. Rainbolt ------------------------------ David E. Rainbolt President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on March 29, 2001. /s/ H.E. Rainbolt /s/ David E. Rainbolt - ------------------------------------- ---------------------------- H. E. Rainbolt David E. Rainbolt Chairman of the Board President, Chief Executive (Principal Executive Officer) Officer and Director (Principal Executive Officer) /s/ Marion C. Bauman /s/ C. L. Craig, Jr. - ------------------------------------- ---------------------------- Marion C. Bauman C. L. Craig, Jr. Director Director /s/ James R. Daniel _____________________________________ ---------------------------- William H. Crawford James R. Daniel Director Vice Chairman of the Board (Principal Executive Officer /s/ K. Gordon Greer /s/ Robert A. Gregory - ------------------------------------- ---------------------------- K. Gordon Greer Robert A. Gregory Vice Chairman of the Board Vice Chairman of the Board (Principal Executive Officer) (Principal Executive Officer) /s/ John C. Hugon - ------------------------------------- ____________________________ John C. Hugon J. R. Hutchens, Jr. Director Director ______________________________________ _____________________________ William O. Johnstone J. Ralph McCalmont Vice Chairman of the Board Director (Principal Executive Officer) 14 _____________________________________ ____________________________ Tom H. McCasland, Jr. Melvin Moran Director Director /s/ Paul B. Odom, Jr. - ------------------------------------- ____________________________ Paul B. Odom, Jr. David Ragland Director Director /s/ Joe T. Shockley, Jr. /s/ Randy Foraker - ------------------------------------- ---------------------------- Joe T. Shockley, Jr. Randy Foraker Executive Vice President, Senior Vice President, Chief Financial Officer and Director Controller and Treasurer (Principal Financial Officer) (Principal Accounting Officer) 15 APPENDIX A BancFirst Corporation INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Pages ------------ Financial Review A-2 to A-16 Selected Consolidated Financial Data A-3 Reports of Independent Accountants A-17 to A-18 Consolidated Balance Sheet A-19 Consolidated Statement of Income A-20 Consolidated Statement of Stockholders' Equity A-21 Consolidated Statement of Cash Flows A-22 Notes to Consolidated Financial Statements A-23 to A-46 A-1 FINANCIAL REVIEW The following discussion is an analysis of the financial condition and results of operations of the Company for the three years ended December 31, 2000 and should be read in conjunction with the Consolidated Financial Statements and Notes thereto and the Selected Consolidated Financial Data included herein. SUMMARY BancFirst Corporation's net income for 2000 was $26.2 million, an increase of 9.5% over the $23.9 million for 1999. This represents the Company's tenth consecutive year of record earnings. Diluted earnings per share grew 16% to $3.19 from $2.75 for 1999. Other profitability measures also improved with return on average assets increasing to 1.10% from 1.06% for 1999, and return on average equity increasing to 14.89% from 12.96% for 1999. Total assets increased to $2.57 billion, or 10%. Total loans grew by $211 million, or 14.5%, to $1.67 billion. Total deposits grew $185 million, or 8.8%, to $2.27 billion. Stockholders' equity increased $32.2 million to $197 million. Tangible book value per share increased by 19% to $20.63. Asset quality remained high in 2000 with nonperforming and restructured assets to total assets decreasing to 0.56%, compared to 0.61% for 1999. The allowance for loan losses to nonperforming and restructured loans was 207.85% at year-end 2000, compared to 183.47% at the end of 1999. In March 2000, BancFirst Corporation became a financial holding company under the new Gramm-Leach-Bliley financial services modernization law. This will allow the Company to expand into new financial activities such as insurance sales and underwriting, securities underwriting and dealing, and merchant banking. In October 2000, the Company completed its acquisition of First Southwest Corporation of Frederick, Oklahoma ("First Southwest") which had total assets of approximately $118 million. The Company also completed the acquisition of 75% of the outstanding common stock of Century Life Assurance Company ("Century Life"), an underwriter of credit life insurance, credit accident and health insurance, and ordinary life insurance, in January 2001. Century Life has total assets of approximately $23 million. The Company's principal subsidiary, BancFirst, is Oklahoma's largest state-chartered bank and is the second largest Oklahoma-based bank. The Company has 80 banking locations serving 43 communities across Oklahoma. A-2 SELECTED CONSOLIDATED FINANCIAL DATA (Dollars in thousands, except per share data)
At and for the Year Ended December 31, -------------------------------------------------------------------- 2000 1999 1998 1997 1996 ----------- ----------- ----------- ----------- ----------- Income Statement Data Net interest income $ 102,335 $ 93,235 $ 92,752 $ 84,221 $ 77,965 Provision for loan losses 4,045 2,521 2,211 2,888 2,181 Noninterest income 29,902 28,707 24,019 21,508 20,001 Noninterest expense 87,724 81,453 80,482 71,455 62,386 Net income 26,217 23,949 21,550 20,905 21,150 Balance Sheet Data Total assets $ 2,570,255 $ 2,335,807 $ 2,335,883 $ 2,016,463 $ 1,863,056 Securities 560,551 596,715 582,649 510,426 477,191 Total loans (net of unearned interest) 1,666,338 1,455,481 1,338,879 1,249,705 1,125,278 Allowance for loan losses 25,380 22,548 19,659 17,458 16,569 Deposits 2,267,397 2,082,696 2,024,800 1,761,210 1,654,333 Long-term borrowings 26,613 26,392 12,966 7,051 12,636 9.65% Capital Securities 25,000 25,000 25,000 25,000 -- Stockholders' equity 196,958 164,714 201,917 181,245 165,579 Per Common Share Data As previously reported: Net income - basic $ 3.22 $ 2.79 $ 2.32 $ 2.48 $ 2.41 Net income - diluted 3.19 2.75 2.27 2.41 2.32 As restated for poolings of interests: Net income - basic 3.22 2.79 2.32 2.26 2.29 Net income - diluted 3.19 2.75 2.27 2.21 2.22 Cash dividends 0.66 0.58 0.50 0.42 0.34 Book value 23.65 20.30 21.73 19.62 17.82 Tangible book value 20.63 17.34 19.14 17.56 15.89 Selected Financial Ratios Performance ratios: Return on average assets 1.10% 1.06% 1.00% 1.09% 1.21% Return on average stockholders' equity 14.89 12.96 10.95 12.14 13.61 Cash dividend payout ratio 20.50 20.79 21.55 18.58 14.85 Net interest spread 3.94 3.87 3.94 4.09 4.23 Net interest margin 4.84 4.67 4.83 4.93 5.05 Efficiency ratio (excluding restructuring charges in 1998) 66.34 66.80 67.29 67.58 63.68 Balance Sheet Ratios: Average loans to deposits 73.07% 68.61% 68.83% 70.12% 67.29% Average earning assets to total assets 90.11 90.11 90.17 90.28 90.09 Average stockholders' equity to average assets 7.38 8.20 9.09 8.95 8.90 Asset Quality Ratios: Nonperforming and restructured loans to total loans 0.73% 0.85% 0.93% 0.68% 0.98% Nonperforming and restructured assets to total assets 0.56 0.61 0.60 0.51 0.70 Allowance for loan losses to total loans 1.52 1.55 1.47 1.40 1.47 Allowance for loan losses to nonperforming and restructured loans 207.85 183.47 158.69 206.55 150.85 Net chargeoffs to average loans 0.17 0.16 0.14 0.20 0.13
A-3 CONSOLIDATED AVERAGE BALANCE SHEETS AND INTEREST MARGIN ANALYSIS Taxable Equivalent Basis (Dollars in thousands)
December 31, 2000 December 31, 1999 December 31, 1998 -------------------------------- ------------------------------- ------------------------------- Interest Average Interest Average Interest Average Average Income/ Yield/ Average Income/ Yield/ Average Income/ Yield/ Balance Expense Rate Balance Expense Rate Balance Expense Rate ----------- -------- --------- ---------- --------- --------- ---------- --------- ---------- ASSETS Earning assets: Loans (1) $1,542,795 $145,913 9.46% $1,355,332 $121,406 8.96% $1,290,577 $121,700 9.43% Investments - taxable 527,241 33,018 6.26 517,844 30,964 5.98 527,213 32,698 6.20 Investments - tax exempt 50,869 3,386 6.66 50,627 3,303 6.52 43,269 3,356 7.76 Federal funds sold 29,649 1,814 6.12 106,362 5,299 4.98 91,736 4,835 5.27 ----------- -------- ---------- -------- ---------- -------- Total earning assets 2,150,554 184,131 8.56 2,030,165 160,972 7.93 1,952,775 162,589 8.33 ----------- -------- ---------- -------- ---------- -------- Nonearning assets: Cash and due from banks 129,212 123,527 114,137 Interest receivable and other assets 130,707 119,646 116,910 Allowance for loan losses (23,939) (20,257) (18,138) ----------- ---------- ---------- Total nonearning assets 235,980 222,916 212,909 ----------- ---------- ---------- Total assets $2,386,534 $2,253,081 $2,165,684 =========== ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Interest-bearing liabilities: Transaction deposits $ 60,409 1,870 3.10% $ 36,256 796 2.20% $ 104,006 2,572 2.47% Savings deposits 698,059 22,383 3.21 667,015 18,691 2.80 547,887 14,386 2.63 Time deposits 890,944 49,721 5.58 848,819 41,353 4.87 826,172 45,988 5.57 Short-term borrowings 31,712 1,898 5.99 32,766 1,628 4.97 40,191 2,161 5.38 Long-term borrowings 26,903 1,735 6.45 20,642 1,234 5.98 13,123 734 5.59 9.65% Capital Securities 25,000 2,447 9.79 25,000 2,447 9.79 25,000 2,449 9.80 ----------- -------- ---------- -------- ---------- -------- Total interest-bearing liabilities 1,733,027 80,054 4.62 1,630,498 66,149 4.06 1,556,379 68,290 4.39 ----------- -------- ---------- -------- ---------- -------- Interest-free funds: Demand deposits 461,870 423,347 396,802 Interest payable and other liabilities 15,584 14,380 15,642 Stockholders' equity 176,053 184,856 196,861 ----------- ---------- ---------- Total interest free funds 653,507 622,583 609,305 ----------- ---------- ---------- Total liabilities and stockholders' equity $2,386,534 $2,253,081 $2,165,684 =========== ========== ========== Net interest income $104,077 $ 94,823 $ 94,299 ======== ======== ======== Net interest spread 3.94% 3.87% 3.94% ======== ======== ======== Net interest margin 4.84% 4.67% 4.83% ======== ======== ========
(1) Nonaccrual loans are included in the average loan balances and any interest on such nonaccrual loans is recognized on a cash basis. A-4 RESULTS OF OPERATIONS Net Interest Income Net interest income, which is the Company's principal source of operating revenue, increased $8.7 million on a taxable equivalent basis in 2000 compared to an increase of $524,000 in 1999. The net interest margin on a taxable equivalent basis for 2000 was 4.81%, compared to 4.67% for 1999 and 4.83% for 1998. Changes in the volume of earning assets and interest-bearing liabilities, and changes in interest rates determine the changes in net interest income. The Volume/Rate Analysis summarizes the relative contribution of each of these components to the increases in net interest income in 2000 and 1999. The increase in 2000 was primarily due to loan growth, which was partially offset by a decrease due to changes in interest rates. Average loans rose $187 million, or 13.8%, while average net earning assets increased only $17.9 million, or 4.48%. Rising interest rates and a relatively flat yield curve contributed to the negative rate variance. In 1999, average loans increased $64.8 million, or 5.02%, while average net earning assets increased only $3.27 million, or 0.83%. The continued low interest rate environment in 1999 resulted in a flatter yield curve and lower yields on the Company's assets. These changes resulted in a decrease in the net interest margin of 16 basis points.
VOLUME/RATE ANALYSIS Change in 2000 Change in 1999 ---------------------------------- ---------------------------------- Taxable Equivalent Basis Due to Due to Due to Due to Total Volume(1) Rate Total Volume(1) Rate -------- --------- -------- ------- --------- -------- (Dollars in thousands) INCREASE (DECREASE) Interest Income: Loans $ 23,950 $ 16,792 $ 7,158 $ (294) $ 6,108 $ (6,402) Investments - taxable 2,054 562 1,492 (1,734) (581) (1,153) Investments - tax exempt 83 16 67 (53) 571 (624) Federal funds sold (3,485) (3,822) 337 464 771 (307) -------- -------- -------- ------- -------- -------- Total interest income 22,602 13,548 9,054 (1,617) 6,869 (8,486) -------- -------- -------- ------- -------- -------- Interest Expense: Transaction deposits 1,074 530 544 (1,776) (1,675) (101) Savings deposits 3,692 870 2,822 4,305 3,128 1,177 Time deposits 8,368 2,052 6,316 (4,635) 1,261 (5,896) Short-term borrowings 270 (53) 323 (533) (399) (134) Long-term borrowings 501 374 127 499 420 79 9.65% Capital Securities -- -- -- (1) -- (1) -------- -------- -------- ------- -------- -------- Total interest expense 13,905 3,773 10,132 (2,141) 2,735 (4,876) -------- -------- -------- ------- -------- -------- Net interest income $ 8,697 $ 9,775 $ (1,078) $ 524 $ 4,134 $ (3,610) ======== ======== ======== ======= ======== ========
(1) Changes due to changes in the mix of earning assets and interest- bearing liabilities have been combined with the changes due to volume. Interest rate sensitivity analysis measures the sensitivity of the Company's net interest margin to changes in interest rates by analyzing the repricing relationship between its earning assets and interest-bearing liabilities. This analysis is limited by the fact that it presents a static position as of a single day and is not necessarily indicative of the Company's position at any other point in time, and does not take into account the sensitivity of yields and rates of specific assets and liabilities to changes in market rates. In 2000, management continued its strategy of creating manageable negative interest sensitivity gaps. This approach takes advantage of the Company's stable core deposit base and the relatively short maturity and repricing frequency of its loan portfolio, as well as the historical existence of a positive yield curve, which enhances the net interest margin over the long term. Although interest rate risk is increased on a controlled basis by this position, it is somewhat mitigated by the Company's high level of liquidity. The Analysis of Interest Rate Sensitivity presents the Company's earning assets and interest-bearing liabilities based on maturity and repricing frequency at December 31, 2000. At that date, interest-bearing liabilities exceeded earning assets by $891 million in the three month interval. The Company's negative gap position increased in 2000 and 1999 as a result of the majority of its earning asset growth having a maturity or repricing frequency of one to five years. This negative gap position assumes that the Company's core savings and transaction deposits are immediately rate sensitive and reflects management's perception that the yield curve will be positively sloped over A-5 the long term. When the yield curve flattens, as it did in 1998 through 2000, the Company's net interest margin would be expected to decline, unless the Company adjusts its interest sensitivity gap position or employs other strategies to control the rise in rates on interest-bearing liabilities or to increase the yield on earning assets.
ANALYSIS OF INTEREST RATE SENSITIVITY Interest Rate Sensitive Noninterest Rate Sensitive ---------------------------- --------------------------- December 31, 2000 0 to 3 4 to 12 1 to 5 Over 5 Months Months Years Years Total ---------- --------- --------- --------- ---------- EARNING ASSETS Loans $ 559,596 $ 254,095 $ 619,242 $ 233,405 $1,666,338 Federal funds sold and interest bearing deposits 66,563 -- -- -- 66,563 Securities 51,625 100,176 320,861 87,889 560,551 ---------- --------- --------- --------- ---------- Total $ 677,784 $ 354,271 $ 940,103 $ 321,294 $2,293,452 ========== ========= ========= ========= ========== FUNDING SOURCES Noninterest-bearing demand deposits (1) $ -- $ -- $ -- $ 249,962 $ 249,962 Savings and transaction deposits 804,643 -- -- -- 804,643 Time deposits of $100 or more 221,502 59,459 886 -- 281,847 Time deposits under $100 504,151 161,589 5,397 -- 671,137 Short-term borrowings 37,292 -- -- -- 37,292 Long-term borrowings 1,034 3,201 15,613 6,765 26,613 9.65% Capital Securities -- -- -- 25,000 25,000 Stockholders' equity -- -- -- 196,958 196,958 ---------- --------- --------- --------- ---------- Total $1,568,622 $ 224,249 $ 21,896 $ 478,685 $2,293,452 ========== ========= ========= ========= ========== Interest sensitivity gap $ (890,838) $ 130,022 $ 918,207 $(157,391) Cumulative gap $ (890,838) $(760,816) $ 157,391 $ -- Cumulative gap as a percentage of total earning assets (38.84)% (33.17)% 6.86% --%
(1) Represents the amount of demand deposits required to support earning assets in excess of interest-bearing liabilities and stockholders' equity. Provision for Loan Losses The provision for loan losses was $4.05 million for 2000 compared to $2.52 million for 1999, and $2.21 million for 1998. These relatively low levels of provisions reflect the Company's strong asset quality. The amounts provided for the last three years primarily relate to loan growth and net loan charge- offs. The Company establishes a 1% allowance as an estimate of the inherent losses on non-classified loans, which results in additional provisions due to loan growth. Net loan charge-offs were $2.69 million for 2000, compared to $2.13 million for 1999 and $1.85 million for 1998. The net charge-offs for 2000 and 1999 were equivalent to only 0.17% and 0.16% of average loans, respectively. A more detailed discussion of the allowance for loan losses is provided under "Loans." Noninterest Income Noninterest income increased $1.2 million in 2000, or 4.16%, compared to increases of $4.69 million, or 19.52%, in 1999 and $2.51 million, or 11.67%, in 1998. Noninterest income has become an increasingly important source of revenue. The Company's fee income has increased each year since 1987 due to improved pricing strategies, enhanced product lines and bank acquisitions. New products and strategies have been implemented which are expected to produce continued growth in noninterest income. Trust revenues have grown due to continued development of these products and services. Service charges on deposits have increased as a result of strategies implemented to improve the charging and collection of various service charges, and because of growth in deposits. Income from sales of loans decreased in both 2000 and 1999 due to a slowdown in mortgage originations. Other noninterest A-6 income increased only $281,000 in 2000, after increasing $2.92 million in 1999. Other noninterest income in 1999 included a $900,000 gain on the sale of a branch. Growth in cash management and other services contributed to the remaining increases in other noninterest income. Net gains on securities transactions were $244,000 in 1999 and $12,000 in 1998. The Company's practice is to hold its securities to maturity and it does not engage in trading activities. In 1999, a portion of an investment made by the Company's small business investment company was redeemed at a gain. The small gains in previous years from securities transactions have primarily been from securities that have been called, or from disposing of securities acquired in mergers which had a higher than acceptable level of risk. A more detailed discussion of securities is provided under "Securities." Noninterest Expense Total noninterest expense increased in 2000 by $6.27 million, or 7.7%, compared to increases of $971,000, or 1.21%, for 1999 and $9.03 million, 12.63% for 1998. Noninterest expense in 1998 included $3.1 million of acquisition and restructuring costs. The increases in 1999 and 1998, excluding these acquisition and restructuring costs, were 5.26% and 8.29%, respectively. Salaries and employee benefits have increased over the past three years due to acquisitions, higher salary levels, additional staff for new product lines and increased loan demand. Occupancy and fixed assets expense decreased in 1999 due to consolidation of facilities from acquisitions. Depreciation and amortization have increased each year due to acquisitions. Net expense from other real estate owned of $400,000 was recognized for 2000, compared to net expense of $164,000 for 1999 and net income of $111,000 for 1998. These amounts are reflective of the Company's efforts to maintain a low level of nonperforming assets, with gains on sales of properties being recognized in 1998. Income Taxes Income tax expense increased to $14.3 million in 2000, from $14 million for 1999 and $12.5 million for 1998. The primary reasons for the difference between the Company's effective tax rate and the federal statutory rate are nondeductible amortization and state tax expense. The Company implemented tax minimization strategies in 2000 which resulted in a lower effective tax rate. Since banks have traditionally carried large amounts of tax-exempt securities and loans, certain financial information is prepared on a taxable equivalent basis to facilitate analysis of yields and changes in components of earnings. Average balance sheets, income statements and other financial statistics on a taxable equivalent basis have been presented for this purpose. Impact of Inflation The impact of inflation on financial institutions differs significantly from that of industrial or commercial companies. The assets of financial institutions are predominantly monetary, as opposed to fixed or nonmonetary assets such as premises, equipment and inventory. As a result, there is little exposure to inflated earnings by understated depreciation charges or significantly understated current values of assets. Although inflation can have an indirect effect by leading to higher interest rates, financial institutions are in a position to monitor the effects on interest costs and yields and respond to inflationary trends through management of interest rate sensitivity. Inflation can also have an impact on noninterest expenses such as salaries and employee benefits, occupancy, services and other costs. A-7 FINANCIAL POSITION Cash and Federal Funds Sold Cash consists of cash and cash items on hand, deposits and other amounts due from other banks, and reserves deposited with the Federal Reserve Bank. Federal funds sold consists of overnight investments of excess funds with other financial institutions. The amount of cash and federal funds sold carried by the Company is a function of the availability of funds presented to other institutions for clearing, the Company's requirements for liquidity, operating cash and reserves, available yields, and interest rate sensitivity management. Balances of these items can fluctuate widely based on these various factors. Cash and federal funds sold increased $48.9 million as compared to December 31, 1999 due to a higher level of temporary deposits and higher federal funds purchased from correspondent banks. Cash and federal funds sold decreased $140 million at December 31, 1999 compared to year end 1998. Based on average balances, however, cash and federal funds sold decreased $71 million in 2000 and increased $24 million in 1999. Consequently, comparisons of year-end balances of cash and federal funds sold are not necessarily reflective of the overall trend. The decrease in 2000 was largely due to a decrease in federal funds sold to help fund loan growth, while the increase in 1999 was the result of temporarily investing increased funds from deposits and short-term borrowings in federal funds sold. Securities Total securities decreased $36.2 million, or 6.06%, compared to an increase of $14.1 million, or 2.41%, in 1999. The decrease in 2000 was due to funds from maturities of securities being used to fund loan growth. The increase in 1999 was primarily due to acquisitions. Securities available for sale represented 80.91% of the total securities portfolio at year-end 2000, compared to 78.30% at year-end 1999. These levels reflect the Company's strategy of maintaining a very liquid portfolio. Securities available for sale had a net unrealized gain of $2.9 million at year-end 2000, compared to a $5.14 million net unrealized loss the preceding year. These gains and losses are included, net of tax, in the Company's stockholders' equity as a net unrealized gain of $1.53 million for 2000 and a net unrealized loss of $3.51 million for 1999.
SECURITIES December 31 -------------------------------------- 2000 1999 1998 --------- --------- --------- (Dollars in thousands) Held for Investment U.S. Treasury and other federal agencies $ 59,433 $ 79,564 $ 87,520 States and political subdivisions 47,558 49,917 43,283 Other securities -- -- -- --------- --------- --------- Total $ 106,991 $ 129,481 $ 130,803 ========= ========= ========= Estimated market value $ 107,874 $ 128,275 $ 132,804 ========= ========= ========= Available for Sale U.S. Treasury and other federal agencies $ 433,224 $ 449,468 $ 438,935 States and political subdivisons 7,144 2,861 2,499 Other securities 13,192 14,905 10,412 --------- --------- --------- Total $ 453,560 $ 467,234 $ 451,846 ========= ========= =========
The Maturity Distribution of Securities summarizes the maturity and weighted average taxable equivalent yields of the securities portfolio. The Company manages its securities portfolio for liquidity and as a tool to execute its asset/liability management strategy. Consequently, the average maturity of the portfolio is relatively short. Securities maturing within five years represents 84.32% of the total portfolio. A-8
MATURITY DISTRIBUTION After One Year After Five Years OF SECURITIES But But Within Five Within Ten December 31, 2000 Within One Year Years Years After Ten Years Total ---------------- ---------------- ---------------- ---------------- ---------------- Amount Yield Amount Yield Amount Yield Amount Yield Amount Yield -------- ----- -------- ----- ------ ----- -------- ----- --------- ----- (Dollars in thousands) Held for Investment U.S. Treasury and other federal agencies $ 6,868 5.78% $ 23,407 6.59% $26,467 7.40% $ 2,691 7.50% $ 59,433 6.90% State and political subdivisions 6,290 6.98 22,576 6.98 13,947 7.07 4,745 7.77 47,558 7.09 Other securities -- -- -- -- -- -- -- -- -- -- -------- -------- ------- -------- -------- Total $ 13,158 6.35 $ 45,983 6.78 $40,414 7.29 $ 7,436 7.67 $106,991 6.98 ======== ======== ======= ======== ======== Percentage of total 12.30% 42.98% 37.77% 6.95% 100.00% ======== ======== ======= ======== ======== Available for Sale U.S. Treasury and other federal agencies $136,143 5.79% $271,559 6.03% $22,305 7.10% $ 3,217 7.49% $433,224 6.02% State and political subdivisions 2,500 6.32 3,319 7.85 801 7.88 524 7.86 7,144 7.32 Other securities -- -- -- -- -- -- 13,192 8.11 13,192 8.11 -------- -------- ------- -------- -------- Total $138,643 5.80 $274,878 6.05 $23,106 7.13 $ 16,933 7.98 $453,560 6.10 ======== ======== ======= ======== ======== Percentage of total 30.57% 60.61% 5.09% 3.73% 100.00% ======== ======== ======= ======== ======== Total securities $151,801 5.85% $320,861 6.15% $63,520 7.23% $ 24,369 7.89% $560,551 6.27% ======== ======== ======= ======== ======== Percentage of total 27.08% 57.24% 11.33% 4.35% 100.00% ======== ======== ======= ======== ========
Loans The Company has generated significant loan growth from both acquisitions and internal originations. Total loans increased $211 million, or 14.49%, in 2000, and $117 million, or 8.71%, in 1999. Internal growth is being generated primarily by commercial lending in the Oklahoma City and Tulsa metropolitan markets, and by specialized lending activities such as indirect automobile loans, home equity loans, guaranteed student loans, SBA guaranteed loans and residential mortgage loans. Composition The Company's loan portfolio is diversified among various types of commercial and individual borrowers. Commercial loans are comprised principally of loans to companies in light manufacturing, retail and service industries. Nearly half of the loan growth in 2000 was in commercial loans. Most of the remaining growth was in residential and commercial mortgage loans. Construction and development loans totaled only $84.6 million, or 5.08% of total loans as of the end of 2000. Real estate loans are relatively evenly divided between mortgages on personal residences and loans secured by commercial and other types of properties. Installment loans are comprised mostly of loans to individuals for the purchase of vehicles and student loans. Loans secured by real estate have always been a large portion of the Company's loan portfolio. In 2000, this percentage was 51.40% compared to 52.93% for 1999. The Company is subject to risk of future market fluctuations in property values relating to these loans. The Company attempts to manage this risk through rigorous loan underwriting standards, training of loan officers and close monitoring of the values of individual properties.
LOANS BY CATEGORY December 31, ---------------------------------------------------------------------------------------------------------- 2000 1999 1998 1997 1996 ------------------- ------------------ ------------------- ------------------ ----------------- % of % of % of % of % of Amount Total Amount Total Amount Total Amount Total Amount Total --------- ------ --------- ----- -------- ------- -------- ------- -------- ------ (Dollars in thousands) Commercial, financial and other $ 534,743 32.09% $ 433,416 29.78% $ 361,222 26.98% $ 342,779 27.43% $ 309,042 27.46% Real estate - construction 84,637 5.08 85,634 5.88 75,907 5.67 54,858 4.39 45,813 4.07 Real estate - mortgage 771,783 46.32 684,838 47.05 663,448 49.55 611,163 48.90 533,253 47.39 Consumer 275,175 16.51 251,593 17.29 238,302 17.80 240,905 19.28 237,170 21.08 ---------- ------ ---------- ------ ---------- ------ ---------- ------ ---------- ------ Total $1,666,338 100.00% $1,455,481 100.00% $1,338,879 100.00% $1,249,705 100.00% $1,125,278 100.00% ========== ====== ========== ====== ========== ====== ========== ====== ========== ======
A-9 The majority of the commercial real estate and other commercial loans have maturities of one year or less. However, many of these loans are renewed at existing or similar terms after scheduled principal reductions. Also, over half of the commercial real estate and other commercial loans had adjustable interest rates at year-end 2000. The short maturities and adjustable interest rates on these loans allow the Company to maintain the majority of its loan portfolio near market interest rates.
MATURITY AND RATE SENSITIVITY OF LOANS Maturing ------------------------------------------- December 31, 2000 After One Within But Within After One Year Five Years Five Years Total ------------ ----------- ------------ ------------- (Dollars in thousands) Commercial, financial and other $297,722 $188,098 $ 48,923 $ 534,743 Real estate - construction 62,606 15,333 6,698 84,637 Real estate - mortgage (excluding loans Secured by 1 to 4 family residential properties) 99,761 116,916 182,646 399,323 ------------ ------------- ------------ ------------- Total $460,089 $320,347 $ 238,267 $1,018,703 ============ ============= ============ ============= Loans with predetermined interest rates $189,452 $190,941 $ 106,582 $ 486,975 Loans with adjustable interest rates 270,637 129,406 131,685 531,728 ------------ ------------- ------------ ------------- Total $460,089 $320,347 $ 238,267 $1,018,703 ============ ============= ============ ============= Percentage of total 45.16% 31.45% 23.39% 100.00% ============ ============= ============ =============
The information relating to the maturity and rate sensitivity of loans is based upon original loan terms and is not adjusted for "rollovers." In the ordinary course of business, loans maturing within one year may be renewed, in whole or in part, at interest rates prevailing at the date of renewal. Nonperforming and Restructured Loans Nonperforming and restructured assets increased in 1996 and 1998 primarily as a result of acquisitions. Since 1998, nonperforming and restructured assets have increased only $314,000, or 2.24%, even though total loans have increased over 24%. Nonperforming and restructured loans as a percentage of total loans was 0.73% at year-end 2000, compared to 0.85% at year- end 1999 and 0.93% at year-end 1998. It is reasonable to expect that in the long run the level of nonperforming loans and loan losses will rise to more historical norms as a result of economic and credit cycles. Nonaccrual loans negatively impact the Company's net interest margin. A loan is placed on nonaccrual status when, in the opinion of management, the future collectibility of interest and/or principal is in serious doubt. Interest income is recognized on certain of these loans on a cash basis if the full collection of the remaining principal balance is reasonably expected. Otherwise, interest income is not recognized until the principal balance is fully collected. Total interest income which was not accrued on nonaccrual loans outstanding at year end was approximately $379,000 in 2000 and $331,000 in 1999. Only a small amount of this interest was ultimately collected. The classification of a loan as nonperforming does not necessarily indicate that loan principal and interest will ultimately be uncollectible. The Company's experience is that a significant portion of both principal and interest is eventually recovered. However, the above normal risk associated with nonperforming loans is considered in the determination of the allowance for loan losses. At year-end 2000, the allowance for loan losses as a percentage of nonperforming and restructured loans was 207.85%, compared to 183.47% at the end of 1999 and 158.69% at the end of 1998. A-10
NONPERFORMING AND RESTRUCTURED ASSETS December 31, ------------------------------------------------------ 2000 1999 1998 1997 1996 ---------- ---------- ---------- ---------- ---------- (Dollars in thousands) Past due over 90 days and still accruing $ 2,790 $ 1,666 $ 2,792 $ 1,600 $ 2,943 Nonaccrual 8,852 9,565 8,308 6,416 7,319 Restructured 569 1,059 1,288 436 722 --------- --------- --------- --------- --------- Total nonperforming and restructured loans 12,211 12,290 12,388 8,452 10,984 Other real estate owned and repossessed assets 2,130 1,945 1,639 1,766 1,977 --------- --------- --------- --------- --------- Total nonperforming and restructured assets $ 14,341 $ 14,235 $ 14,027 $ 10,218 $ 12,961 ========= ========= ========= ========= ========= Nonperforming and restructured loans to total loans 0.73% 0.85% 0.93% 0.68% 0.98% ========= ========= ========= ========= ========= Nonperforming and restructured assets to total assets 0.56% 0.61% 0.60% 0.51% 0.70% ========= ========= ========= ========= =========
Other real estate owned and repossessed assets increased in 2000 to $2.13 million from $1.95 million at year-end 1999. The Company places a substantial amount of emphasis on disposing of these assets. To encourage local management to sell the other real estate as quickly as possible and to ensure that it is carried at a conservative value, the Company's policy is to write other real estate down annually by the greater of 10% of its remaining carrying value, or the difference between its remaining carrying value and its estimated market value. Potential problem loans are performing loans to borrowers with a weakened financial condition, or which are experiencing unfavorable trends in their financial condition, which causes management to have concerns as to the ability of such borrowers to comply with the existing repayment terms. BancFirst had approximately $39.8 million of these loans, which are not included in nonperforming and restructured assets, at December 31, 2000. In general, these loans are well collateralized and have no identifiable loss potential. Loans which are considered to have identifiable loss potential are placed on nonaccrual status, are allocated a specific allowance for loss or are directly charged-down, and are reported as nonperforming. Allowance for Loan Losses The allowance for loan losses reflects management's assessment of the risk of loss inherent in the Company's loan portfolio. The allowance and its adequacy is determined through consideration of many factors, including evaluation of known problem loans, levels of adversely classified, past due and nonperforming loans, loan loss experience, and economic conditions. To facilitate management's assessment, the Company's Asset Quality Department performs periodic loan reviews at each of the Company's locations. The process of determining the adequacy of the allowance for loan losses, however, necessarily involves the exercise of judgment and consideration of numerous subjective factors and, accordingly, there can be no assurance that the current level of the allowance will prove adequate in light of future developments and economic conditions. As loan quality changes with economic and credit cycles, it would be reasonable to expect the Company's net charge-offs and loan loss provisions to return to more historically normal levels. A-11 The Company's net charge-offs have been low in recent years. In 2000, the Company recognized $2.69 million of net charge-offs, which was only 0.17% of average loans, compared to $2.13 million of net charge-offs, or 0.16% of average loans, for 1999.
ANALYSIS OF ALLOWANCE FOR Year Ended December 31, ----------------------------------------------------------------------- LOAN LOSSES 2000 1999 1998 1997 1996 ------------- -------------- ------------- -------------- ------------- (Dollars in thousands) Balance at beginning of year $ 22,548 $ 19,659 $ 17,458 $ 16,569 $ 14,821 ------------ ------------- ------------ ------------- ------------ Charge-offs: Commercial (1,062) (1,035) (1,805) (1,182) (743) Real estate (815) (368) (212) (238) (118) Consumer (2,481) (1,499) (989) (1,670) (968) Other (19) (199) (171) (80) (120) ------------ ------------- ------------ ------------- ------------ Total charge-offs (4,377) (3,101) (3,177) (3,169) (1,949) ------------ ------------- ------------ ------------- ------------ Recoveries: Commercial 544 409 811 320 114 Real estate 353 153 223 202 161 Consumer 770 318 258 315 247 Other 19 89 34 25 35 ------------ ------------- ------------ ------------- ------------ Total recoveries 1,686 969 1,326 862 557 ------------ ------------- ------------ ------------- ------------ Net (charge-offs) recoveries (2,691) (2,132) (1,851) (2,307) (1,392) Provisions charged to operations 4,045 2,521 2,211 2,888 2,181 Additions from acquisitions 1,478 2,500 1,841 308 959 ------------ ------------- ------------ ------------- ------------ Balance at end of year $ 25,380 $ 22,548 $ 19,659 $ 17,458 $ 16,569 ============ ============= ============ ============= ============ Average loans $ 1,542,795 $ 1,355,332 $ 1,290,557 $ 1,181,421 $ 1,047,771 ============ ============= ============ ============= ============ Total loans $ 1,666,338 $ 1,455,481 $ 1,338,879 $ 1,249,705 $ 1,125,278 ============ ============= ============ ============= ============ Net charge-offs to average loans 0.17% 0.16% 0.14% 0.20% 0.13% ============ ============= ============ ============= ============ Allowance to total loans 1.52% 1.55% 1.47% 1.40% 1.47% ============ ============= ============ ============= ============ Allocation of the allowance by category of loans: Commercial, financial and other $ 8,161 $ 6,612 $ 5,277 $ 4,358 $ 4,506 Real estate - construction 1,178 1,364 1,400 1,085 972 Real estate - mortgage 10,262 10,161 9,406 7,883 7,090 Consumer 3,586 3,513 3,229 2,924 2,999 Unallocated 2,193 897 347 1,208 1,002 ------------ ------------- ------------ ------------- ------------ Total $ 25,380 $ 22,548 $ 19,659 $ 17,458 $ 16,569 ============ ============= ============ ============= ============ Percentage of loans in each category to total loans: Commercial, financial and other 32.09% 29.78% 26.98% 27.43% 27.46% Real estate - construction 5.08 5.88 5.67 4.39 4.07 Real estate - mortgage 46.32 47.05 49.55 48.90 47.39 Consumer 16.51 17.29 17.80 19.28 21.08 ------------ ------------- ------------ ------------- ------------ Total 100.00% 100.00% 100.00% 100.00% 100.00% ============ ============= ============ ============= ============
Liquidity and Funding The Company's principal source of liquidity and funding is its diverse deposit base generated from customer relationships. The availability of deposits is affected by economic conditions, competition with other financial institutions and alternative investments available to customers. Through interest rates paid, competitive service charges and other banking services offered, the Company can, to a limited extent, control its level of deposits. The level and maturity of deposits necessary to support the Company's lending and investment functions is determined through monitoring loan demand and through its asset/liability management process. The Company's core deposits provide it with a stable, low-cost funding source. Total deposits increased $185 million in 2000, and $57.9 million in 1999, from both acquisitions and internal growth. Demand deposits as a percentage of total deposits have been increasing since 1994. Core deposits were 88.94% of total deposits in 2000 compared to 89.07% in 1999. Since 1996, interest-bearing A-12 transaction deposits have decreased and savings deposits have increased as a result of a new product introduced by the Company which sweeps excess funds in transaction accounts into a savings account.
ANALYSIS OF AVERAGE Year Ended December 31, ---------------------------------------------------------------------------------------- DEPOSITS 2000 1999 1998 1997 1996 ----------------- ----------------- ---------------- ---------------- ----------------- Average Balances (Dollars in thousands) Demand deposits $ 461,870 $ 423,347 $ 396,802 $ 332,513 $ 306,311 Interest-bearing transaction deposits 60,409 36,256 104,006 156,478 233,312 Savings deposits 698,059 667,015 547,887 450,491 339,897 Time deposits under $100,000 657,535 632,995 646,003 562,415 517,264 ---------------- ---------------- --------------- --------------- ---------------- Total core deposits 1,877,873 1,759,613 1,694,698 1,501,897 1,396,784 Time deposits of $100,000 or more 233,409 215,824 180,169 182,893 160,217 ---------------- ---------------- --------------- --------------- ---------------- Total deposits $ 2,111,282 $ 1,975,437 $ 1,874,867 $ 1,684,790 $ 1,557,001 ================ ================ =============== =============== ================ % of % of % of % of % of Percentages of Total Deposits Total Rate Total Rate Total Rate Total Rate Total Rate -------- ------ ------ ------ ------- ------ ------- ------ -------- ------ And Average Rates Paid Demand deposits 21.88% 21.43% 21.16% 19.74% 19.67% Interest-bearing transaction deposits 2.86 3.10% 1.84 2.20% 5.55 2.47% 9.29 2.59% 14.98 2.70% Savings deposits 33.06 3.21 33.76 2.80 29.22 2.63 26.74 3.00 21.83 3.09 Time deposits under $100,000 31.14 5.45 32.04 4.87 34.46 5.49 33.37 5.39 33.23 5.33 -------- ------- ------- ------- -------- Total core deposits 88.94 89.07 90.39 89.14 89.71 Time deposits of $100,000 or more 11.06 5.94 10.93 4.88 9.61 5.84 10.86 5.41 10.29 5.41 -------- ------- ------- -------- -------- Total deposits 100.00% 100.00% 100.00% 100.00% 100.00% ======== ======= ======= ======= ======== Average rate paid on Interest-bearing deposits 4.48% 3.92% 4.26% 4.26% 4.24% ====== ====== ====== ====== ======
The Company has not utilized brokered deposits. Approximately 85% of its time deposits of $100,000 or more at December 31, 2000 mature in one year or less. MATURITY OF CERTIFICATES OF DEPOSIT December 31, $100,000 or More 2000 ---------------- (In thousands) Three months or less $ 106,447 Over three months through six months 57,541 Over six months through twelve months 75,659 Over twelve months 42,200 ------------- Total $ 281,847 ============= Short-term borrowings, consisting mainly of federal funds purchased and repurchase agreements, are another source of funds for the Company. The level of these borrowings is determined by various factors, including customer demand and the Company's ability to earn a favorable spread on the funds obtained. Short-term borrowings totaled $37.3 million at December 31, 2000, compared to $22.1 million in December 31, 1999. In 1995, the Bank became a member of the Federal Home Loan Bank of Topeka, Kansas (the "FHLB") and began borrowing from the FHLB at favorable interest rates. These borrowings are collateralized by a pledge of residential first mortgages. Long-term borrowings increased to $26.6 million in 2000 from $26.4 million in 1999. The Bank is highly liquid. This liquidity positions the Bank to respond to increased loan demand and other requirements for funds, or to decreases in funding sources. Cash flows from operations, investing activities and other funding sources have provided the funds for the increased loan activity. The liquidity of BancFirst Corporation is dependent upon dividend payments from the Bank and its ability to obtain financing. Banking regulations limit bank dividends based upon net earnings retained by the bank and minimum capital requirements. Dividends A-13 in excess of these limits require regulatory approval. During 2000, the Bank declared five common stock dividends totaling $10.54 million and two preferred stock dividends totaling $1.93 million. Capital Resources Stockholders' equity totaled $197 million at year-end 2000, compared to $165 million at year-end 1999 and $202 million at year-end 1998. Stockholders' equity increased in 2000 due to net earnings retained, and common stock issued for the acquisition of First Southwest and for stock option exercises. The decrease in stockholders' equity in 1999 was primarily the net result of stock repurchases and net earnings retained. The increase in 1998 was primarily due to net earnings retained. The Company's average equity capital ratio for 2000 was 7.38%, compared to 8.2% for 1999 and 9.09% for 1998. At December 31, 2000, the Company's leverage ratio was 7.67% and its total risk-based capital ratio was 12.5%, compared to minimum requirements of 3% and 8%, respectively. Banking institutions are generally expected to maintain capital well above the minimum levels. In June 1999, the Company completed a Dutch auction issuer tender offer and purchased 1,186,502 shares of its common stock at the maximum offer price of $38.00 per share. Cash on hand and two borrowings totaling $7.6 million under a line of credit were used to fund the purchase of the stock. In November 1999, the Company adopted a Stock Repurchase Program (the "SRP") authorizing management to repurchase up to 300,000 shares of the Company's common stock. The New 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. During 2000, the Company purchased and canceled 108,379 shares at an average price of $30.99. In 1999, the Company purchased and canceled 55,783 shares at an average price of $35.77 per share. In January 1997, BancFirst Corporation established BFC Capital Trust I, a trust formed under the Delaware Business Trust Act. In February 1997, the Trust issued $25 million of aggregate liquidation amount of 9.65% Capital Securities, Series A. The proceeds from the sale of the Capital Securities were invested in 9.65% Junior Subordinated Deferrable Interest Debentures, Series A (the "Debentures") of BancFirst Corporation. The Series A Capital Securities and Debentures were subsequently exchanged for Series B Capital Securities and Debentures, pursuant to a Registration Rights Agreement. The terms of the Series A and Series B securities are identical in all material respects. Distributions on the Capital Securities are payable January 15 and July 15 of each year. Such distributions may be deferred for up to ten consecutive semi-annual periods. The stated maturity date of the Capital Securities is January 15, 2027, but they are subject to mandatory redemption pursuant to optional prepayment terms. The Capital Securities represent an undivided interest in the Debentures, are guaranteed by BancFirst Corporation, and are presented as long-term debt in the Company's consolidated financial statements, but qualify as Tier 1 regulatory capital. During any deferral period or during any event of default, BancFirst Corporation may not declare or pay any dividends on any of its capital stock. Future dividend payments will be determined by the Company's Board of Directors in light of the earnings and financial condition of the Company and the Bank, their capital needs, applicable governmental policies and regulations and such other factors as the Board of Directors deems appropriate. While no assurance can be given as to the Company's ability to pay dividends, management believes that, based upon the anticipated performance of the Company, regular dividend payments will continue in 2001. Market Risk Market risk is defined as the risk of loss related to financial instruments from changes in interest rates, foreign currency exchange rates and commodity prices. The Company's market risk arises principally from its lending, investing, deposit and borrowing activities. The Company is not exposed to market risk from foreign exchange rates and commodity prices. Management monitors and controls interest rate risk through sensitivity analysis and its strategy of creating manageable negative interest sensitivity gaps, as described under "Net Interest Income" above. The Company does not use derivitive financial instruments to manage its interest rate risk exposure. A-14 The table below presents the Company's financial instruments that are sensitive to changes in interest rates, their expected maturities and their estimated fair values at December 31, 2000.
MARKET RISK Expected Maturity / Principal Repayments at December 31, Avg. ------------------------------------------------------------ Fair December 31, 2000 Rate 2001 2002 2003 2004 2005 Thereafter Balance Value ------ --------- --------- ------- --------- -------- ------------- --------- ----------- Interest Sensitive Assets Loans, net 9.50% $554,790 $212,183 $185,736 $152,186 $99,540 $461,903 $1,666,338 $1,668,297 Federal funds sold and interest bearing deposits 6.77 66,563 -- -- -- -- -- 66,563 66,563 Securities 6.27 151,801 115,041 103,456 76,226 26,138 87,889 560,551 561,434 Interest Sensitive Liabilities Savings and transaction deposits 3.16 804,643 -- -- -- -- -- 804,643 804,643 Time deposits 5.91 809,480 100,378 35,416 4,053 3,639 18 952,984 954,116 Short-term borrowings 5.30 37,292 -- -- -- -- -- 37,292 37,292 Long-term borrowings 6.33 4,235 4,271 4,907 3,343 3,092 6,765 26,613 26,661 9.65% Capital Securities 9.79 -- -- -- -- -- 25,000 25,000 22,125 Off Balance Sheet Items Loan commitments -- -- -- -- -- -- -- 2,200 Letter of credit -- -- -- -- -- -- -- 134
The expected maturities and principle repayments are based upon the contractual terms of the instruments. Prepayments have been estimated for certain instruments with predictable prepayment rates. Savings and transaction deposits are assumed to mature all in the first year as they are not subject to withdrawal restrictions and any assumptions regarding decay rates would be very subjective. The actual maturities and principle repayments for the financial instruments could vary substantially from the contractual terms and assumptions used in the analysis. A-15 Future Application Of Accounting Standards See Note (1) of the Notes to Consolidated Financial Statements for a discussion of recently issued accounting pronouncements. Segment Information See Note (20) of the Notes to Consolidated Financial Statements for disclosures regarding the Company's operating 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. A-16 REPORTS OF INDEPENDENT ACCOUNTANTS To the Board of Directors and Stockholders of BancFirst Corporation: We have audited the accompanying consolidated balance sheets of BancFirst Corporation and its subsidiaries as of December 31, 2000 and 1999, and the related consolidated statements of income, stockholders' equity and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audit in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of BancFirst Corporation and subsidiaries as of December 31, 2000 and 1999, and the results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States. ARTHUR ANDERSEN LLP Oklahoma City, Oklahoma, March 21, 2001 A-17 To the Board of Directors and Stockholders of BancFirst Corporation: In our opinion, the consolidated statements of income, stockholders' equity and of cash flows for the year ended December 31, 1998 present fairly, in all material respects, the results of operations and cash flows of BancFirst Corporation and its subsidiaries for the year ended December 31, 1998, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. We have not audited the consolidated financial statements of BancFirst Corporation for any period subsequent to December 31, 1998. PRICEWATERHOUSECOOPERS LLP Oklahoma City, Oklahoma April 2, 1999 A-18 BANCFIRST CORPORATION CONSOLIDATED BALANCE SHEET (Dollars in thousands, except per share data)
December 31, --------------------------- 2000 1999 ------------- ------------- ASSETS Cash and due from banks $ 162,455 $ 126,691 Interest-bearing deposits with banks 663 1,715 Federal funds sold 65,900 51,666 Securities (market value: $561,434 and $595,509 respectively) 560,551 596,715 Loans: Total loans (net of unearned interest) 1,666,338 1,455,481 Allowance for loan losses (25,380) (22,548) ------------ ------------ Loans, net 1,640,958 1,432,933 Premises and equipment, net 57,795 52,467 Other real estate owned 1,453 1,612 Intangible assets, net 25,156 24,087 Accrued interest receivable 27,288 20,771 Other assets 28,036 27,150 ------------ ------------ Total assets $ 2,570,255 $ 2,335,807 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY Deposits: Noninterest-bearing $ 509,770 $ 460,131 Interest-bearing 1,757,627 1,622,565 ------------ ------------ Total deposits 2,267,397 2,082,696 Short-term borrowings 37,292 22,091 Long-term borrowings 26,613 26,392 9.65% Capital Securities 25,000 25,000 Accrued interest payable 10,302 8,421 Other liabilities 6,693 6,493 ------------ ------------ Total liabilities 2,373,297 2,171,093 ------------ ------------ Commitments and contingent liabilities Stockholders' equity: Common stock, $1.00 par (shares issued and outstanding: 8,326,638 and 8,112,170, respectively) 8,327 8,112 Capital surplus 56,169 46,766 Retained earnings 130,932 113,344 Accumulated other comprehensive income (loss), net of income tax (expense) benefits, of ($1,366) and $1,636, respectively. 1,530 (3,508) ------------ ------------ Total stockholders' equity 196,958 164,714 ------------ ------------ Total liabilities and stockholders' equity $ 2,570,255 $ 2,335,807 ============ ============
See accompanying notes to consolidated financial statements. A-19 BANCFIRST CORPORATION CONSOLIDATED STATEMENT OF INCOME (Dollars in thousands, except per share data)
Year Ended December 31, ------------------------------------ 2000 1999 1998 --------- --------- --------- INTEREST INCOME Loans, including fees $ 145,356 $ 120,974 $ 121,319 Securities: Taxable 33,018 30,964 32,698 Tax-exempt 2,201 2,147 2,190 Federal funds sold 1,714 5,247 4,828 Interest-bearing deposits with banks 100 52 7 --------- --------- --------- Total interest income 182,389 159,384 161,042 --------- --------- --------- INTEREST EXPENSE Deposits 73,974 60,840 62,946 Short-term borrowings 1,898 1,628 2,161 Long-term borrowings 1,735 1,234 734 9.65% Capital Securities 2,447 2,447 2,449 --------- --------- --------- Total interest expense 80,054 66,149 68,290 --------- --------- --------- Net interest income 102,335 93,235 92,752 Provision for loan losses 4,045 2,521 2,211 --------- --------- --------- Net interest income after provision for loan losses 98,290 90,714 90,541 --------- --------- --------- NONINTEREST INCOME Trust revenue 3,130 2,535 2,132 Service charges on deposits 17,493 16,453 14,634 Securities transactions -- 244 12 Income from sales of loans 1,186 1,663 2,346 Other 8,093 7,812 4,895 --------- --------- --------- Total noninterest income 29,902 28,707 24,019 --------- --------- --------- NONINTEREST EXPENSE Salaries and employee benefits 49,208 45,764 44,360 Occupancy and fixed assets expense, net 5,768 5,082 5,131 Depreciation 5,186 4,884 4,772 Amortization 3,249 3,044 2,785 Data processing services 2,505 2,150 2,176 Net (income) expense from other real estate owned 400 164 (111) Restructuring charges -- -- 1,912 Other 21,408 20,365 19,457 --------- --------- --------- Total noninterest expense 87,724 81,453 80,482 --------- --------- --------- Income before taxes 40,468 37,968 34,078 Income tax expense (14,251) (14,019) (12,528) --------- --------- --------- Net income 26,217 23,949 21,550 Other comprehensive income (loss), net of tax: Unrealized gains (losses) on securities 5,038 (8,939) 3,643 --------- --------- --------- Comprehensive income $ 31,255 $ 15,010 $ 25,193 ========= ========= ========= NET INCOME PER COMMON SHARE Basic $ 3.22 $ 2.79 $ 2.32 ========= ========= ========= Diluted $ 3.19 $ 2.75 $ 2.27 ========= ========= =========
See accompanying notes to consolidated financial statements. A-20 BANCFIRST CORPORATION CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (Dollars in thousands, except per share data)
Year Ended December 31, ------------------------------------------------------------------------- 2000 1999 1998 ----------------------- ------------------------ ----------------------- Shares Amount Shares Amount Shares Amount ----------- ---------- ----------- --------- ----------- ---------- COMMON STOCK Issued at beginning of year 8,112,170 $ 8,112 9,291,929 $ 9,292 9,614,004 $ 9,614 Shares issued 322,847 323 82,299 82 53,416 53 Shares acquired and canceled (108,379) (108) (1,262,058) (1,262) (375,491) (375) ----------- ---------- ---------- --------- ----------- ---------- Issued at end of year 8,326,638 $ 8,327 8,112,170 $ 8,112 9,291,929 $ 9,292 =========== ========== ========== ========= =========== ========== CAPITAL SURPLUS Balance at beginning of year $ 46,766 $ 45,148 $ 44,104 Common stock issued 9,403 1,618 1,090 Treasury stock sold -- -- 319 Common stock canceled -- -- (365) ---------- ---------- ---------- Balance at end of year $ 56,169 $ 46,766 $ 45,148 ========== ========== ========== RETAINED EARNINGS Balance at beginning of year $ 113,344 $ 142,046 $ 131,146 Net income 26,217 23,949 21,550 Dividends on common stock ($0.66, $0.58, and $0.50 per share, respectively) (5,378) (4,890) (4,200) Common stock canceled (3,251) (47,761) (6,450) ---------- ---------- ---------- Balance at end of year $ 130,932 $ 113,344 $ 142,046 ========== ========== ========== ACCUMULATED OTHER COMPREHENSIVE INCOME Unrealized gains (losses) on securities: Balance at beginning of year $ (3,508) $ 5,431 $ 1,788 Net change 5,038 (8,939) 3,643 ---------- ---------- ---------- Balance at end of year $ 1,530 $ (3,508) $ 5,431 ========== ========== ========== TREASURY STOCK Balance at beginning of year -- $ -- -- $ -- 377,129 $ (5,407) Common stock acquired -- -- -- -- -- -- Common stock sold -- -- -- -- (46,061) 253 Common stock canceled -- -- -- -- (331,068) 5,154 ----------- ---------- ---------- ---------- ----------- ---------- Balance at end of year -- $ -- -- $ -- -- $ -- =========== ========== ========== ========== =========== ========== Total stockholders' equity $ 196,958 $ 164,714 $ 201,917 ========== ========== ==========
See accompanying notes to consolidated financial statements. A-21 BANCFIRST CORPORATION CONSOLIDATED STATEMENT OF CASH FLOWS (Dollars in thousands)
December 31, ----------------------------------- CASH FLOWS FROM OPERATING ACTIVITIES 2000 1999 1998 ---------- --------- ---------- Net income $ 26,217 $ 23,949 $ 21,550 Adjustments to reconcile to net cash provided by operating activities: Provision for loan losses 4,045 2,521 2,211 Depreciation and amortization 8,435 8,527 8,085 Net amortization of securities premiums and discounts 89 407 (714) Unrealized losses on fixed assets -- -- 1,402 Unrealized losses on other real estate owned 465 89 120 Increase in interest receivable (4,660) (437) (1,687) Increase (decrease) in interest payable 1,362 (234) (2,427) Increase in deferred tax asset (866) (282) (856) Other, net (3,872) 5,237 (1,675) ---------- --------- ---------- Net cash provided by operating activities 31,215 29,303 26,009 ---------- --------- ---------- INVESTING ACTIVITIES Net cash and due from banks provided by (used for) acquisitions and divestitures (1,831) 4,158 39,642 Purchases of securities: Held for investment (29,232) (36,583) (24,145) Available for sale (38,460) (113,123) (173,296) Maturities of securities: Held for investment 21,285 54,842 49,660 Available for sale 114,963 96,240 99,043 Proceeds from sales and calls of securities: Held for investment 2,889 806 1,986 Available for sale -- -- 9,180 Net (increase) decrease in federal funds sold (11,134) 135,703 (123,466) Purchases of loans (2,527) (15,113) (8,967) Proceeds from sales of loans 138,181 146,398 156,946 Net other increase in loans (273,248) (195,195) (165,825) Purchases of premises and equipment (10,716) (9,588) (9,106) Proceeds from the sale of other real estate owned and repossessed assets 4,780 2,905 2,913 Other, net 2,899 2,040 2,671 ---------- --------- ---------- Net cash provided (used) for investing activities (82,151) 73,490 (142,764) ---------- --------- ---------- FINANCING ACTIVITIES Net increase (decrease) in demand, transaction and savings deposits 76,174 (21,697) 91,515 Net increase (decrease) in certificates of deposits 3,362 (13,449) 22,891 Net increase (decrease) in short-term borrowings 15,201 (32,750) 32,110 Net increase (decrease) in long-term borrowings (1,577) 13,426 2,915 Issuance of common stock 1,225 1,700 1,105 Acquisition of common stock (3,359) (49,023) (2,036) Cash dividends paid (5,378) (4,890) (4,013) ---------- --------- ---------- Net cash provided (used) by financing activities 85,648 (106,683) 144,487 ---------- --------- ---------- Net increase (decrease) in cash and due from banks 34,712 (3,890) 27,732 Cash and due from banks at the beginning of the year 128,406 132,297 104,565 ---------- --------- ---------- Cash and due from banks at the end of the year $ 163,118 $ 128,406 $ 132,297 ========== ========= ========== SUPPLEMENTAL DISCLOSURE Cash paid during the year for interest $ 78,173 $ 66,043 $ 64,010 ========== ========= ========== Cash paid during the year for income taxes $ 15,806 $ 12,996 $ 13,552 ========== ========= ==========
See accompanying notes to consolidated financial statements. A-22 BANCFIRST CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per share amounts) (1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accounting and reporting policies of BancFirst Corporation and its subsidiaries (the "Company") conform to generally accepted accounting principles and general practice within the banking industry. A summary of the significant accounting policies follows. Basis of Presentation The accompanying consolidated financial statements include the accounts of BancFirst Corporation, BancFirst and its subsidiaries, and First Southwest Bank. The operating subsidiaries of BancFirst are BancFirst Investment Corporation, Citibanc Insurance Agency, Inc., Lenders Collection Corporation, Express Financial Corporation, Mojave Asset Management Company, Desert Asset Management Company and Delamar Asset Management Limited Partnership. 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. Certain amounts for 1999 and 1998 have been reclassified to conform with the 2000 presentation. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles inherently involves the use of estimates and assumptions, which affect the amounts reported in the financial statements and the related disclosures. These estimates relate principally to the determination of the allowance for loan losses, income taxes and the fair value of financial instruments. Such estimates and assumptions may change over time and actual amounts realized may differ from those reported. Securities The Company does not engage in securities trading activities. Any sales of securities are for the purpose of executing the Company's asset/liability management strategy, eliminating a perceived credit risk in a specific security, or providing liquidity. Securities that are being held for indefinite periods of time, or that may be sold as part of the Company's asset/liability management strategy, to provide liquidity or for other reasons, are classified as available for sale and are stated at estimated market value. Unrealized gains or losses on securities available for sale are reported as a component of stockholders' equity, net of income tax. Securities for which the Company has the intent and ability to hold to maturity are classified as held for investment and are stated at cost, adjusted for amortization of premiums and accretion of discounts computed under the interest method, unless such investments are considered permanently impaired, in which case they are adjusted to the lower of cost or market. Gains or losses from sales of securities are based upon the book value of the specific securities sold. Loans Loans are stated at the principal amount outstanding. Interest income on certain installment loans is recorded by use of a method that produces a reasonable approximation of a constant yield on the outstanding principal. Interest on all other performing loans is recognized based upon the principal amount outstanding. A loan is placed on nonaccrual status when, in the opinion of management, the future collectibility of interest and/or principal is in serious doubt. Interest income is recognized on certain of these loans on a cash basis if the full collection of the remaining principal balance is reasonably expected. Otherwise, interest income is not recognized until the principal balance is fully collected. A-23 BANCFIRST CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Cont.) Allowance for Loan Losses The allowance for loan losses is increased by provisions charged to operating expense and is reduced by net loan charge-offs. The provision for loan losses charged to operating expense is based on past loan loss experience and other factors which, in management's judgement, deserve current recognition in estimating loan losses. Such other factors considered by management include evaluations of known problem loans, levels of adversely classified and nonperforming loans, and general economic conditions. A loan is considered impaired when it is probable that the creditor will be unable to collect all amounts due according to the contractual terms of the loan agreement. The Company's impaired loans are collateral dependent. Accordingly, the amount of impairment is measured based upon the fair value of the underlying collateral and is included in the allowance for loan losses. Premises and Equipment Premises and equipment are stated at cost, less accumulated depreciation. Depreciation is charged to operating expense and is computed using the straight-line method over the estimated useful lives of the assets. Maintenance and repairs are charged to expense as incurred while improvements are capitalized. When assets are sold or otherwise retired, the cost and applicable accumulated depreciation are removed from the respective accounts and any resulting gain or loss is reflected in operations. Other Real Estate Owned Other real estate owned is comprised of properties acquired through foreclosure proceedings or acceptance of a deed in lieu of foreclosure. These properties are carried at the lower of the book value of the related loan or fair market value based upon appraisals. Losses arising at the time of classification of such properties as other real estate owned are charged directly to the allowance for loan losses. Losses from declines in value of the properties subsequent to classification as other real estate owned are charged directly to operating expense. Intangible Assets Core deposit intangibles are amortized on a straight-line basis over the estimated useful lives of the core deposits. The excess of cost over the fair value of assets acquired (goodwill) is amortized on a straight-line basis over fifteen to forty years, depending upon when the goodwill originated. Trademarks are amortized on a straight-line basis over fifteen years. Income Taxes The Company files a consolidated income tax return. Deferred taxes are recognized under the asset and liability approach based upon the future tax consequences of temporary differences between the carrying amounts and tax bases of assets and liabilities, using the tax rates expected to apply to taxable income in the periods when the related temporary differences are expected to be realized. Earnings Per Common Share Basic earnings per common share is computed by dividing net income, less any preferred dividends requirement, by the weighted average of common shares outstanding, as restated for shares issued in business combinations accounted for as poolings of interests, if any. Diluted earnings per common share reflects the potential dilution that could occur if options, convertible securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company. Statement of Cash Flows For purposes of the statement of cash flows, the Company considers cash and due from banks, and interest-bearing deposits with banks as cash equivalents. Acquisitions accounted for as purchases or as book value purchases are presented net of any stock issued, assets acquired and liabilities assumed. A-24 BANCFIRST CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Cont.) 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 Company does not expect the adoption of this standard will have material effect on its consolidated financial statements. In February 2001, the FASB issued a revised exposure draft for a proposed Statement of Financial Accounting Standards entitled "Business Combinations and Intangible Assets - Accounting for Goodwill." The proposed Statement would prohibit the use of the pooling of interests method of accounting for business combinations for transactions initiated after issuance of the final Statement. It would also eliminate amortization of goodwill acquired in a business combination and would establish a new method of testing goodwill for impairment. Under this new standard, goodwill would be reviewed for impairment when an event or series of events occur indicating that the goodwill might be impaired. Goodwill impairment losses would be aggregated and presented as a separate line item in the operating section of the income statement. If adopted, the proposed Statement would 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. (2) FORMATION OF BANCFIRST CORPORATION; MERGERS, ACQUISITIONS AND DISPOSALS BancFirst Corporation was incorporated in Oklahoma in July 1984. In June 1985, it merged with seven Oklahoma bank holding companies and has conducted business as a bank holding company since that time. Additional mergers and acquisitions have been completed and, as a result, BancFirst Corporation is the surviving corporation along with the aforementioned subsidiaries, while the holding companies, banks and other companies that were merged or acquired ceased to exist as separate companies. In March 1998, BancFirst completed the purchase of 13 branches from NationsBank, N.A. and concurrently sold three of the branches to another Oklahoma financial institution. The purchase and sale resulted in BancFirst purchasing loans and other assets of approximately $32,800, assuming deposits of approximately $132,100 and paying a premium on deposits of approximately $9,100. The transaction was accounted for as a purchase. Accordingly, the effects of the purchase are included in the Company's consolidated financial statements from the date of the purchase forward. BancFirst subsequently sold an additional four of the branches during 1998. These branches had loans and other assets of approximately $2,500, and deposits of approximately $54,000. These transactions did not have a material effect on the results of operations of the Company for 1998. A-25 BANCFIRST CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Cont.) In May 1998, the Company completed a merger with Lawton Security Bancshares, Inc. ("Lawton Security Bancshares"), which had approximately $92,000 in total assets. The merger was effected through the exchange of 414,790 shares of BancFirst Corporation common stock for all of the Lawton Security Bancshares common stock outstanding, and was accounted for as a pooling of interests. Accordingly, the consolidated accounts of Lawton Security Bancshares have been combined with the accounts of the Company and are included in the Company's consolidated financial statements for all periods presented. In October 1998, the Company completed a merger with AmQuest Financial Corp. ("AmQuest") of Duncan, Oklahoma, which had approximately $526,000 in total assets. The merger was effected through the exchange of 2,522,594 shares of BancFirst Corporation common stock for all of the AmQuest common stock outstanding, and was accounted for as a pooling of interests. Accordingly, the consolidated accounts of AmQuest have been combined with the accounts of the Company and are included in the Company's consolidated financial statements for all periods presented. The Company recorded estimated restructuring charges of $1,912 upon consummation of the merger in October 1998. These charges consist of termination benefits of $345 for 37 employees terminated and $1,567 for loss on facilities and other assets to be sold or abandoned. Other merger and conversion related expenses estimated at $1,200 were incurred. Additionally, the Company restated AmQuest's allowance for loan losses to conform to its own methodology; accordingly, the allowance for loan losses was increased by $1,400, which was applied retroactively to prior periods. In December 1998, the Company completed the acquisition of Kingfisher Bancorp, Inc. which had total assets of approximately $91,000. The acquisition was for cash of $12,000 and 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. A core deposit intangible of $286 and goodwill of $1,871 were recorded in the acquisition. The acquisition did not have a material effect on the results of operations of the Company for 1998. In February 1999, the Company sold a branch in Anadarko, Oklahoma, which had deposits of approximately $15,500. The sale resulted in a pretax gain of approximately $900. In December 1999, the Company completed the purchase of certain assets and assumption of certain liabilities of First State Bank of Oklahoma City, Oklahoma. Under the terms of the agreement, the Company organized a new wholly- owned bank under the First State Bank name. The new First State Bank acquired approximately $106,000 of assets, assumed approximately $109,000 of liabilities, and recorded $2,615 of intangible assets. The purchase and assumption was accounted for as a purchase. Accordingly, the effects of the acquisition are included in the Company's consolidated financial statements from the date of the acquisition forward. The acquisition did not have a material effect on the results of the operations of the Company for 1999. In March 2000, BancFirst Corporation became a financial holding company under the new Gramm-Leach-Bliley financial services modernization law. This will allow the Company to expand into new financial activities such as insurance sales and underwriting, securities underwriting and dealing, and merchant banking. 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. A-26 BANCFIRST CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Cont.) 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 will be accounted for as a book value purchase. Accordingly, the acquisition will be recorded based on the book value of Century Life and the effects of the acquisition will be 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. (3) DUE FROM BANKS AND FEDERAL FUNDS SOLD The Company maintains accounts with various other financial institutions and the Federal Reserve Bank, primarily for the purpose of clearing cash items. Also, it sells federal funds to certain of these institutions on an overnight basis. As a result, the Company had concentrations of credit risk in four institutions totaling $85,778 at December 31, 2000 and in two institutions totaling $62,026 at December 31, 1999. These institutions are selected based on the strength of their financial condition and their creditworthiness. No collateral is required on such balances. The Company is required, as a matter of law, to maintain a reserve balance in the form of vault cash or on deposit with the Federal Reserve Bank. The average amount of reserves maintained for each of the years ended December 31, 2000 and 1999 was approximately $23,002 and $34,183, respectively. (4) SECURITIES The table below summarizes securities held for investment and securities available for sale:
December 31, ----------------------- 2000 1999 ----------- ----------- Held for investment at cost (market value; $107,874 and $128,275, respectively) $106,991 $129,481 Available for sale, at market value 453,560 467,234 ----------- ----------- Total $560,551 $596,715 =========== ===========
A-27 BANCFIRST CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Cont.) The table below summarizes the amortized cost and estimated market values of securities held for investment:
Gross Gross Estimated Amortized Unrealized Unrealized Market Cost Gains Losses Value ------------ ----------- ---------- ---------- December 31, 2000 U.S. Treasury $ 3,796 $ -- $ (18) $ 3,778 Other federal agencies 16,808 494 (5) 17,297 Mortgage backed securities 38,829 380 (230) 38,979 States and political subdivisions 47,558 649 (387) 47,820 Other securities -- -- -- -- ------------ ----------- ----------- ---------- Total $ 106,991 $ 1,523 $ (640) $ 107,874 ============ =========== =========== =========== December 31, 1999 U.S. Treasury $ 7,880 $ -- $ (106) $ 7,774 Other federal agencies 18,218 -- (49) 18,169 Mortgage backed securities 53,466 191 (512) 53,145 States and political subdivisions 49,917 239 (969) 49,187 Other securities -- -- -- -- ------------ ----------- ----------- ------------ Total $ 129,481 $ 430 $ (1,636) $ 128,275 ============ =========== =========== ============
The table below summarizes the amortized cost and estimated market values of securities available for sale:
Gross Gross Estimated Amortized Unrealized Unrealized Market Cost Gains Losses Value ---------- ------------ ----------- --------- December 31, 2000 U.S. Treasury $ 147,018 $ 469 $ (103) $ 147,384 Other federal agencies 246,471 1,891 (922) 247,440 Mortgage backed securities 38,210 376 (186) 38,400 States and political subdivisions 7,066 81 (3) 7,144 Other securities 11,899 1,377 (84) 13,192 ------------ ----------- ----------- ---------- Total $ 450,664 $ 4,194 $ (1,298) $ 453,560 ============ =========== =========== ========== December 31, 1999 U.S. Treasury $ 203,279 $ 150 $ (1,246) $ 202,183 Other federal agencies 226,794 24 (5,406) 221,412 Mortgage backed securities 25,917 138 (182) 25,873 States and political subdivisions 2,860 10 (9) 2,861 Other securities 13,528 1,377 -- 14,905 ------------ ----------- ----------- --------- Total $ 472,378 $ 1,699 $ (6,843) $ 467,234 ============ =========== =========== ---------
The maturities of securities held for investment and available for sale are summarized below. 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 allocated over maturity groupings based on the weighted-average contractual maturities of underlying collateral. A-28 BANCFIRST CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Cont.)
December 31, ---------------------------------------------------- 2000 1999 -------------------------- ------------------------- Estimated Estimated Amortized Market Amortized Market Cost Value Cost Value ----------- ---------- ----------- ------------ Held for Investment Contractual maturity of debt securities: Within one year $ 13,158 $ 13,139 $ 18,097 $ 18,017 After one year but within five years 45,983 46,103 57,079 56,643 After five years but within ten years 40,414 41,141 45,206 44,766 After ten years 7,436 7,491 9,099 8,849 ----------- ---------- ----------- ------------ Total $ 106,991 $ 107,874 $ 129,481 $ 128,275 =========== ========== =========== ============ Available for Sale Contractual maturity of debt securities: Within one year $ 138,806 $ 138,643 $ 89,430 $ 89,351 After one year but within five years 273,385 274,878 353,539 347,110 After five years but within ten years 22,812 23,106 11,363 11,382 After ten years 3,762 3,741 4,525 4,494 ----------- ---------- ----------- ------------ Total debt securities 438,765 440,368 458,857 452,337 Equity securities 11,899 13,192 13,521 14,897 ----------- ---------- ----------- ------------ Total $ 450,664 $ 453,560 $ 472,378 $ 467,234 =========== ========== =========== ============
Sales of securities are summarized below:
Year Ended December 31, ---------------------------- 2000 1999 1998 -------- ------ -------- Proceeds $ 250 $ 468 $ 11,166 Gross gains realized -- 244 12 Gross losses realized -- -- --
Securities having book values of $405,991, $463,025 and $359,000 at December 31, 2000, 1999 and 1998, respectively, were pledged as collateral for public funds on deposit, repurchase agreements and for other purposes as required or permitted by law. A-29 BANCFIRST CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Cont.) (5) LOANS AND ALLOWANCE FOR LOAN LOSSES The following is a schedule of loans outstanding by category:
December 31, 2000 December 31, 1999 ----------------------- ------------------------ Amount Percent Amount Percent ------------ ---------- ------------- ---------- Commercial and industrial $ 394,534 23.68% $ 343,304 23.59% Agriculture 91,263 5.48 57,447 3.95 State and political subdivisions: Taxable 47 0.01 1,641 0.11 Tax-exempt 17,232 1.03 14,428 0.99 Real Estate: Construction 84,637 5.08 85,634 5.88 Farmland 56,695 3.40 38,419 2.64 One to four family residences 372,460 22.35 331,742 22.79 Multifamily residential properties 19,869 1.19 21,517 1.48 Commercial 322,759 19.37 293,160 20.14 Consumer 275,175 16.51 251,593 17.29 Other 31,667 1.90 16,596 1.14 ----------- -------- ----------- --------- Total loans $1,666,338 100.00% $1,455,481 100.00% =========== ======== =========== =========
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:
Year Ended December 31, ------------------------------ 2000 1999 1998 -------- -------- -------- Balance at beginning of year $ 22,548 $ 19,659 $ 17,458 -------- -------- -------- Charge-offs (4,377) (3,101) (3,177) Recoveries 1,686 969 1,326 -------- -------- -------- Net charge-offs (2,691) (2,132) (1,851) -------- -------- -------- Provisions charged to operations 4,045 2,521 2,211 Additions from acquisitions 1,478 2,500 1,841 -------- -------- -------- Total additions 5,523 5,021 4,052 -------- -------- -------- Balance at end of year $ 25,380 $ 22,548 $ 19,659 ======== ======== ========
BancFirst has made loans in the ordinary course of business to the executive officers and directors of the Company and to certain affiliates of these executive officers and directors. Management believes that all such loans were made on substantially the same terms as those prevailing at the time for comparable transactions with other persons and do not represent more than a normal risk of collectibility or present other unfavorable features. A summary of these loans is as follows: A-30 BANCFIRST CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Cont.)
Balance Balance Year Ended Beginning of Collections/ End of December 31, Year Additions Terminations Year -------------------- ------------------ ------------- ----------------- --------------- 1998 $ 19,907 $ 3,303 $ (13,491) $ 9,719 1999 $ 9,719 $ 1,616 $ (5,436) $ 5,899 2000 $ 5,899 $ 9,563 $ (5,859) $ 9,603
Below is a summary of impaired loans and the amounts included in the allowance for loan losses for impaired loans. No material amounts of interest income were collected on nonaccrual loans for 2000 or 1999. Year Ended December 31, ---------------- 2000 1999 ------- ------- Allowance for loss on impaired loans $ 2,499 $ 2,312 Recorded balance of impaired loans 9,516 9,057 Transfers from loans to other real estate owned and repossessed assets are noncash transactions, and are not included in the statement of cash flows. Such transfers totaled $5,418 and $3,512 for the years ended December 31, 2000 and 1999, respectively. (6) PREMISES AND EQUIPMENT The following is a summary of premises and equipment by classification: December 31, --------------------- 2000 1999 ---------- --------- Land $ 12,923 $ 11,816 Buildings 56,440 50,649 Furniture, fixtures and equipment 33,976 31,309 Accumulated depreciation (45,544) (41,307) ---------- --------- Total $ 57,795 $ 52,467 ========== ========= (7) INTANGIBLE ASSETS The following is a summary of intangible assets, net of accumulated amortization: December 31, -------------------- 2000 1999 ---------- --------- Excess of cost over fair value of assets acquired $ 22,704 $ 21,681 Core deposit intangibles 2,448 2,401 Trademarks 4 5 --------- --------- Total $ 25,156 $ 24,087 ========= ========= A-31 BANCFIRST CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Cont.) (8) TIME DEPOSITS Certificates of deposit in denominations of $100 or more totaled $281,847 and $257,440 at December 31, 2000 and 1999, respectively. At December 31, 2000, the scheduled maturities of certificates of deposit are as follows: 2001 $ 809,480 2002 100,378 2003 35,416 2004 4,053 2005 and thereafter 3,657 ---------- Total $ 952,984 ========== (9) SHORT-TERM BORROWINGS The following is a summary of short-term borrowings: December 31, ---------------------- 2000 1999 ---------- ---------- Federal funds purchased $ 8,066 $ 12,798 Repurchase agreements 28,226 6,293 Notes payable 1,000 3,000 -------- --------- Total $ 37,292 $ 22,091 ======== ========= Weighted average interest rate 5.30% 5.15% ======== ========= Federal funds purchased represents borrowings of overnight funds from other financial institutions. The Company enters into sales of securities to certain of its customers with simultaneous agreements to repurchase. These agreements represent an overnight borrowing of funds. The notes payable represent short-term advances on a $12,000 revolving line of credit with another bank. Advances under the line of credit bear interest at one of three specified rates, at the option of the Company. Interest is due quarterly and at maturity, or at the end of various interest periods which may be selected by the Company. Any outstanding principal is due at the maturity of the note in September 2001. The note may be renewed annually. (10) LONG-TERM BORROWINGS The Company borrows under a line of credit from the Federal Home Loan Bank of Topeka, Kansas in order to match-fund certain long-term fixed rate loans. Such advances are at rates of from 4.86% to 7.87% and mature from 2003 through 2015. Interest payments on the advances are due monthly. Semiannual principal payments on the advances total $4,271 per year. Residential first mortgages are pledged as collateral for the borrowings under the line of credit. (11) 9.65% CAPITAL SECURITIES In January 1997, BancFirst Corporation established BFC Capital Trust I (the "Trust"), a trust formed under the Delaware Business Trust Act. In February 1997, the Trust issued $25,000 of aggregate liquidation amount of 9.65% Capital Securities, Series A (the "Capital Securities"). The proceeds from the sale of the Capital Securities were invested in 9.65% Junior Subordinated Deferrable Interest Debentures, Series A (the "Debentures") of BancFirst Corporation. The Series A Capital Securities and Debentures were subsequently exchanged for Series B Capital Securities and Debentures, pursuant to a Registration Rights Agreement. The terms of the Series A and Series B securities are identical in all material respects. Distributions on the Capital Securities are payable January 15 and July 15 of each year. Such distributions may be deferred for up to ten consecutive semi-annual periods. The stated maturity date of the Capital Securities is January 15, 2027, but they are subject to mandatory redemption pursuant to optional prepayment terms. The Capital Securities represent A-32 BANCFIRST CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Cont.) an undivided interest in the Debentures, are guaranteed by BancFirst Corporation, and are presented as long-term debt in the Company's consolidated financial statements, but qualify as Tier 1 regulatory capital. During any deferral period or during any event of default, BancFirst Corporation may not declare or pay any dividends on any of its capital stock. (12) INCOME TAXES The components of the Company's income tax expense are as follows:
Year Ended December 31, ------------------------------- 2000 1999 1998 --------------------- --------- Current taxes: Federal $ (14,196) $ (12,748) $ (11,718) State (684) (1,735) (1,433) Deferred taxes 629 464 623 --------- --------- --------- Total income taxes $ (14,251) $ (14,019) $ (12,528) ========= ========= =========
Income tax expense applicable to securities transactions approximated $86 and $4 for the years ended December 31, 1999 and 1998, respectively. At December 31, 2000, the Company had net operating loss carryforwards for tax purposes of approximately $128. If not utilized, the tax net operating loss carryforwards will expire as follows: $55 in 2001, and $73 in 2004. A reconciliation of tax expense at the federal statutory tax rate applied to income before taxes follows:
Year Ended December 31, -------------------------------- 2000 1999 1998 --------- --------- --------- Tax expense at the federal statutory tax rate $ (14,164) $ (13,289) $ (11,927) (Increase) decrease in tax expense from: Tax-exempt income, net 1,132 1,033 976 Excess cost amortization (881) (851) (710) State tax expense, net of federal tax benefit (579) (1,078) (898) Other, net 241 166 31 --------- --------- --------- Total tax expense $ (14,251) $ (14,019) $ (12,528) ========= ========= =========
A-33 BANCFIRST CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Cont.) The net deferred tax asset consisted of the following:
December 31, ----------------------- 2000 1999 ----------- ----------- Provision for loan losses $ 7,508 $ 6,726 Unrealized net loss on securities available for sale -- 1,636 Discount on securities of banks acquired 123 -- Write-downs of other real estate owned 53 37 Net operating loss carryforwards 67 185 Deferred compensation 601 681 Other 106 286 ---------- ----------- Gross deferred tax assets 8,458 9,551 ---------- ----------- Unrealized net gain on securities available for sale (1,336) -- Depreciation (2,453) (2,282) Other (339) (578) ----------- ----------- Gross deferred tax liabilities (4,158) (2,860) ----------- ----------- Net deferred tax asset $ 4,300 $ 6,691 =========== ===========
(13) EMPLOYEE BENEFITS In May 1986, the Company adopted the BancFirst Corporation Employee Stock Ownership and Thrift Plan (the "ESOP") effective January 1, 1985. The ESOP covers all eligible employees, as defined in the ESOP, of the Company and its subsidiaries. The ESOP allows employees to defer up to 12% of their base salary, of which the Company may match 50%, but not to exceed 3% of their base salary. In addition, the Company may make discretionary contributions to the ESOP, as determined by the Company's Board of Directors. The aggregate amounts of contributions by the Company to the ESOP for the years ended December 31, 2000, 1999 and 1998, were approximately $1,919, $1,980 and $1,000, respectively. Both Lawton Security Bancshares and AmQuest had Section 401(k) plans. These plans were merged into the ESOP effective January 1, 1999. Contributions to these plans totaled $576 for the year ended December 31, 1998. BancFirst Corporation also adopted a nonqualified incentive stock option plan (the "BancFirst ISOP") in May 1986. In 1998, the Company amended the BancFirst ISOP to increase the number of shares to be issued under the plan to 850,000. The options are exercisable beginning four years from the date of grant at the rate of 25% per year for four years. Options granted prior to 1996 expire at the end of eleven years from the date of grant. Options granted after January 1, 1996 expire at the end of fifteen years from the date of grant. Options outstanding as of December 31, 2000 will become exercisable through the year 2007. The option price must be no less than 100% of the fair market value of the stock relating to such option at the date of grant. In June 1999, the Company adopted the BancFirst Corporation Non-Employee Directors' Stock Option Plan (the "BancFirst Directors' Stock Option Plan"). A total of 75,000 shares may be issued under the plan. Each non-employee director is granted an option for 5,000 shares. The options are exercisable beginning one year from the date of grant at the rate of 25% per year for four years, and expire at the end of fifteen years from the date of grant. Options outstanding as of December 31, 2000 will become exercisable through the year 2004. The option price must be no less than 100% of the fair value of the stock relating to such option at the date of grant. The Company applies Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB 25") and related interpretations in accounting for the BancFirst ISOP and the BancFirst Directors' Stock Option Plan. Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation" ("FAS 123") was issued in 1995 which, if fully adopted by the Company, would change the method the Company applies in recognizing the cost of these plans. Adoption of the cost recognition provisions of FAS 123 is optional and the Company has elected to not adopt such provisions. However, pro forma disclosures as if the Company adopted the cost recognition provisions of FAS 123 in 1995 are required and are presented below. A summary of the options granted under both the BancFirst ISOP and the BancFirst Directors' Stock Option Plan is as follows: A-34 BANCFIRST CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Cont.)
Year Ended December 31, ------------------------------------------------------------ 2000 1999 1998 ------------------- --------------------- ----------------- Avg. Avg. Avg. Options Price Options Price Options Price -------- --------- ------- -------- -------- -------- Outstanding at beginning of year 531,192 $ 26.23 494,125 $ 21.73 449,625 $ 17.14 Options granted 62,750 31.16 121,000 33.86 113,000 34.22 Options exercised or repurchased (34,297) 16.02 (70,933) 6.85 (47,750) 7.63 Options canceled (17,500) 32.34 (13,000) 26.61 (20,750) 26.19 -------- -------- -------- Outstanding at end of year 542,145 26.24 531,192 26.23 494,125 21.73 ======== ======== ======== Exercisable at end of year 140,062 18.02 114,692 14.89 134,250 10.28 ======== ======== ======== Weighted average fair value of options granted $ 22.26 $ 14.24 $ 15.36 ======== ======== ========
The fair value of each option granted is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions: a dividend yield of from 1.5% to 2.0%; risk-free interest rates are different for each grant and range from 4.98% to 7.74%; the expected lives of the options are from five to ten years; and volatility of the Company's stock price is from 17.77% to 90.52% for all grants. A summary of options outstanding under the BancFirst ISOP and the BancFirst Directors' Stock Option Plan as of December 31, 2000 is as follows:
Options Outstanding Options Exercisable ------------------------------------------------------------------ ------------------------------- Wgtd. Avg. Remaining Wgtd. Avg. Range of Exercise Number Contractual Exercise Number Wgtd. Avg. Prices Outstanding Life in Years Price Exercisable Exercise Price ---------------------------------- --------------- --------------- --------------- --------------- $ 6.00 to $10.00 39,169 1.99 $ 7.43 39,169 $ 7.43 $12.88 to $18.63 56,893 4.75 15.64 34,393 15.51 $20.00 to $40.00 446,083 11.92 30.47 66,500 25.56 ------- ------- $ 6.00 to $40.00 542,145 10.44 27.25 140,062 18.02 ======= =======
The pro forma effect as if the Company had adopted the cost recognition provisions of FAS 123 is as follows:
Year Ended December 31, -------------------------------------------------------------------------------------- 2000 1999 1998 ---------------------------- ---------------------------- ---------------------------- As As As Reported Pro Forma Reported Pro Forma Reported Pro Forma ---------- ---------- ---------- ---------- --------- --------- APB 25 charge $ -- $ -- $ -- $ -- $ -- $ -- FAS 123 charge -- 765 -- 609 -- 186 Net income 26,217 25,452 23,949 23,340 21,550 21,364 Net income per share: Basic $ 3.22 $ 3.12 $ 2.79 $ 2.72 $ 2.32 $ 2.30 Diluted 3.19 3.09 2.75 2.68 2.27 2.25
The effects of applying FAS 123 to the pro forma disclosure are not indicative of future results. FAS 123 does not apply to grants of options prior to 1995 and the Company anticipates making additional grants in the future. A-35 BANCFIRST CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Cont.) AmQuest had four stock option plans. These plans have been assumed by the Company, but no new options will be issued under the plans. Pro forma disclosures, as if the cost recognition provision of FAS 123 had been applied, have not been presented for these plans since such disclosures would not result in material differences from the intrinsic value method. Three of the plans are qualified incentive stock option plans for employees (the "AmQuest Employees Stock Option Plans"). A total of 178,135 shares were authorized to be issued under the plans. These options became fully vested at the time of the merger and will expire at various dates through November 2006. A summary of the options granted under the AmQuest Employees Stock Option Plans is as follows:
Year Ended December 31, ------------------------------------------------------------- 2000 1999 1998 ------------------- --------------------- ------------------ Avg. Avg. Avg. Options Price Options Price Options Price -------- ------ --------- --------- -------- -------- Outstanding at beginning of year 40,217 $16.21 73,885 $14.58 123,590 $13.54 Options exercised or repurchased (21,860) 16.62 (33,668) 12.64 (47,784) 11.83 Options canceled -- -- -- -- (1,921) 15.73 -------- -------- ------- Outstanding at end of year 18,357 15.72 40,217 16.21 73,885 14.58 ======== ======== =======
A summary of options outstanding under the AmQuest Employees Stock Option Plans as of December 31, 2000 is as follows: Options Outstanding and Exercisable ------------------------------------------------------------------ Wgtd. Avg. Remaining Range of Number Contractual Wgtd. Avg. Exercise Prices Outstanding Life Exercise Price ---------------- ------------ ------------- ---------------- $13.58 to $17.05 18,357 5.32 $15.72 AmQuest's other stock option plan was for non-employee directors (the "AmQuest Directors' Stock Option Plan"). The AmQuest Directors Stock Option Plan was authorized to issue up to 118,755 shares and the options were fully exercisable when granted. A summary of the options granted under the AmQuest Directors Stock Option Plan is as follows:
Year Ended December 31, -------------------------------------------------------------- 2000 1999 1998 ------------------- ------------------ ------------------ Avg. Avg. Avg. Options Price Options Price Options Price --------- ------- -------- ------ ------- ------- Outstanding at beginning of year 6,023 $17.40 8,719 $17.19 26,539 $17.10 Options granted -- -- -- -- -- -- Options exercised or repurchased -- -- (2,696) 16.73 (17,820) 17.05 Options canceled -- -- -- -- -- -- --------- -------- ------- Outstanding at end of year 6,023 17.40 6,023 17.40 8,719 17.19 ========= ======== =======
A-36 BANCFIRST CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Cont.) A summary of options outstanding under the AmQuest Directors Stock Option Plan as of December 31, 2000 is as follows: Options Outstanding and Exercisable ------------------------------------------------------------------ Wgtd. Avg. Remaining Range of Exercise Number Contractual Wgtd. Avg. Prices Outstanding Life Exercise Price ----------------- --------------- --------------- ---------------- $13.58 to $20.84 6,023 5.55 $17.40 In May 1999, the Company adopted the BancFirst Corporation Directors' Deferred Stock Compensation Plan (the "Deferred Stock Compensation Plan"). Under the plan, directors and members of the community advisory boards of the Company and its subsidiaries may defer up to 100% of their board fees. They are credited for each deferral with a number of stock units based on the current market price of the Company's stock, which accumulate in an account until such time as the director or community board member terminates serving as a board member. Shares of common stock of the Company are then distributed to the terminating director or community board member based upon the number of stock units accumulated in his or her account. A total of 20,000 shares are authorized to be issued under the plan. At December 31, 2000, there were 4,291 stock units accumulated with an average price of $30.33. At December 31, 1999, there were 719 stock units accumulated with an average price of $32.63. (14) STOCKHOLDERS' EQUITY The following is a description of the capital stock of the Company: (a) Senior Preferred Stock: $1.00 par value; 10,000,000 shares authorized; no shares issued or outstanding. Shares may be issued with such voting, dividend, redemption, sinking fund, conversion, exchange, liquidation and other rights as shall be determined by the Company's Board of Directors, without approval of the stockholders. The Senior Preferred Stock would have a preference over common stock as to payment of dividends, as to the right to distribution of assets upon redemption of such shares or upon liquidation of the Company. (b) 10% Cumulative Preferred Stock: $5.00 par value, redeemable at the Company's option at $5.00 per share plus accumulated dividends; non-voting; cumulative dividends at the rate of 10% payable semi-annually on January 15 and July 15; 900,000 shares authorized; no shares issued or outstanding. (c) Common stock: $1.00 par value; 15,000,000 shares authorized. At December 31, 2000 and 1999, there were 8,326,638 shares and 8,112,170 shares issued and outstanding, respectively. In June 1999, the Company completed a Dutch auction issuer tender offer and purchased 1,186,502 shares of its common stock at the maximum offer price of $38.00 per share. Cash on hand and two borrowings totaling $7,600 under a line of credit were used to fund the purchase of the stock. A-37 BANCFIRST CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Cont.) In November 1999, the Company adopted a Stock Repurchase Program (the "SRP") authorizing management to repurchase up to 300,000 shares of the Company's common stock. 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. Below is a summary of the shares repurchased under the program. Year Ended December 31, ------------------------- 2000 1999 ----------- ------------ Number of shares repurchased 108,379 55,783 Average price of shares repurchased $ 30.99 $ 35.77 BancFirst Corporation's ability to pay dividends is dependent upon dividend payments received from BancFirst. Banking regulations limit bank dividends based upon net earnings retained and minimum capital requirements. Dividends in excess of these requirements require regulatory approval. At December 31, 2000, approximately $29,777 of the equity of BancFirst was available for dividend payments to BancFirst Corporation. During any deferral period or any event of default on the 9.65% Capital Securities, BancFirst Corporation may not declare or pay any dividends on any of its capital stock. 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.
December 31, ------------------------------- Minimum Required 2000 1999 --------------- --------------- --------------- Tier 1 capital BancFirst Corporation $ 195,273 $ 169,135 BancFirst $ 164,846 $ 148,293 Total capital BancFirst Corporation $ 217,708 $ 188,753 BancFirst $ 186,004 $ 166,940 Risk adjusted assets BancFirst Corporation $ 1,741,664 $ 1,516,266 BancFirst $ 1,639,683 $ 1,440,184 Leverage ratio 3.00% BancFirst Corporation 7.67% 7.32% BancFirst 6.83% 6.75% Tier 1 capital ratio 4.00% BancFirst Corporation 11.21% 11.15% BancFirst 10.05% 10.30% Total capital ratio 8.00% BancFirst Corporation 12.50% 12.45% BancFirst 11.34% 11.59%
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 December 31, 2000 and 1999, A-38 BANCFIRST CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Cont.) 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. (15) NET INCOME PER COMMON SHARE Basic and diluted net income per common share are calculated as follows:
Income Shares Per Share (Numerator) (Denominator) Amount ------------ --------------- ------------ Year Ended December 31, 2000 ---------------------------- Basic Income available to common stockholders $ 26,217 8,147,690 $ 3.22 ======= Effect of stock options -- 76,484 ---------- ---------- Diluted Income available to common stockholders plus assumed exercises of stock options $ 26,217 8,224,174 $ 3.19 ========== ========== ======= Year Ended December 31, 1999 ---------------------------- Basic Income available to common stockholders $ 23,949 8,590,613 $ 2.79 ======= Effect of stock options -- 109,112 ---------- ---------- Diluted Income available to common stockholders plus assumed exercises of stock options $ 23,949 8,699,725 $ 2.75 ========== ========== ======= Year Ended December 31, 1998 ---------------------------- Basic Income available to common stockholders $ 21,550 9,276,526 $ 2.32 ======= Effect of stock options -- 233,010 ---------- ---------- Diluted Income available to common stockholders plus assumed exercises of stock options $ 21,550 9,509,536 $ 2.27 ========== ========== =======
Below is the number and average exercise price of options that were excluded from the computation of diluted net income per common share for each year because the options' exercise prices were greater than the average market price of the common shares. Average Exercise Shares Price ------------- ------------- December 31, 2000 251,540 $ 33.84 December 31, 1999 146,000 $ 34.43 December 31, 1998 -- $ -- A-39 BANCFIRST CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Cont.) (16) CONDENSED PARENT COMPANY FINANCIAL STATEMENTS BALANCE SHEET
December 31, -------------------------- ASSETS 2000 1999 -------------------------- Cash $ 3,869 $ 2,957 Securities 1,825 2,550 Loans (net of unearned interest) -- 1,103 Investment in subsidiaries, at equity 207,796 178,756 Intangible assets 2,216 3,295 Other assets 9,555 6,465 --------- --------- Total assets $ 225,261 $ 195,126 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY Other liabilities $ 2,303 $ 2,412 Notes payable 1,000 3,000 9.65% Capital Securities 25,000 25,000 Stockholders' equity 196,958 164,714 --------- --------- Total liabilities and stockholders' equity $ 225,261 $ 195,126 ========= =========
STATEMENT OF INCOME
Year Ended December 31, ------------------------------- OPERATING INCOME 2000 1999 1998 --------- --------- --------- Dividends from subsidiaries $ 12,815 $ 18,624 $ 17,246 Interest: Loans 4 284 534 Securities 278 279 325 Interest-bearing deposits 49 458 659 Other 10 164 339 --------- --------- -------- Total operating income 13,156 19,809 19,103 --------- --------- -------- OPERATING EXPENSE Interest 2,516 2,698 2,495 Amortization 1,079 1,079 1,084 Other 385 68 1,913 --------- --------- -------- Total operating expense 3,980 3,845 5,492 --------- --------- -------- Income before income taxes and equity in undistributed earnings of subsidiaries 9,176 15,964 13,611 Allocated income tax benefit 985 785 811 --------- --------- -------- Income before equity in undistributed earnings of subsidiaries 10,161 16,749 14,422 Equity in undistributed earnings of subsidiaries 16,056 7,200 7,128 --------- --------- -------- Net income $ 26,217 $ 23,949 $ 21,550 ========= ========= =========
A-40 BANCFIRST CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Cont.) STATEMENT OF CASH FLOWS
Year Ended December 31, ------------------------------- 2000 1999 1998 -------- ------- --------- CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 26,217 $ 23,949 $ 21,550 Adjustments to reconcile to net cash provided by operating activities: Depreciation and amortization 1,079 1,094 1,122 Equity in undistributed income of subsidiaries (16,056) (7,200) (8,093) Increase in dividends receivable (4,066) (719) -- Other, net 1,197 (325) 840 ---------- -------- -------- Net cash provided by operating activities 8,371 16,799 15,419 ---------- -------- -------- INVESTING ACTIVITIES Purchases of stock of subsidiaries (1,500) -- -- Sale of stock of subsidiaries 8,215 13,757 9,356 Net cash used for acquisitions and mergers (4,391) -- (13,537) Purchases of securities (125) (2,550) -- Proceeds from maturities of securities 850 2,000 -- Net other decrease in loans 802 2,641 1,205 Other, net -- (168) -- ---------- -------- -------- Net cash provided (used) by investing activities 3,851 15,680 (2,976) ---------- -------- -------- FINANCING ACTIVITIES Issuance of common stock 1,225 1,700 1,715 Net increase (decrease) in notes payable (2,000) 3,000 (1,930) Payment of long-term debt (1,798) -- -- Acquisition of common stock (3,359) (49,023) (2,036) Cash dividends paid (5,378) (4,890) (4,200) ---------- -------- -------- Net cash used by financing activities (11,310) (49,213) (6,451) ---------- -------- -------- Net increase (decrease) in cash 912 (16,734) 5,992 Cash at the beginning of the year 2,957 19,691 13,699 ---------- -------- -------- Cash at the end of the year $ 3,869 $ 2,957 $ 19,691 ========== ======== ======== SUPPLEMENTAL DISCLOSURE Cash paid during the year for interest $ 2,431 $ 2,698 $ 2,495 ========== ======== ======== Cash received during the year for income taxes, net $ (705) $ (2,195) $ (858) ========== ======== ========
A-41 BANCFIRST CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Cont.) (17) RELATED PARTY TRANSACTIONS The Company purchases supplies, furniture and equipment from an affiliated company. During the years ended December 31, 2000, 1999 and 1998, such purchases totaled $130, $109 and $237, respectively. The Company also sells credit life and credit accident and health insurance policies for an affiliated insurance company. The Company retains a 40% commission for such sales, which is the maximum amount permitted by law. Net premiums paid to the affiliated insurance company for the years ended December 31, 2000, 1999 and 1998 were $852, $880 and $706, respectively. Refer to note (5) for information regarding loan transactions with related parties. (18) COMMITMENTS AND CONTINGENT LIABILITIES The Company is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include loan commitments and standby letters of credit which involve elements of credit and interest rate risk to varying degrees. The Company's exposure to credit loss in the event of nonperformance by the other party to the instrument is represented by the instrument's contractual amount. To control this credit risk, the Company uses the same underwriting standards as it uses for loans recorded on the balance sheet. The amounts of financial instruments with off-balance-sheet risk are as follows: December 31, ------------------------------------ 2000 1999 1998 ----------- ---------- ----------- Loan commitments $333,391 $309,777 $309,163 Letters of credit 17,838 13,750 15,383 Loan commitments are agreements to lend to a customer, as long as there is no violation of any condition established in the contract. Letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. These instruments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the instruments are expected to expire without being drawn upon, the total amounts do not necessarily represent commitments that will be funded in the future. The Company leases office space in three buildings and two parcels of land on which it owns buildings. These leases expire at various dates through 2064. The future minimum rental payments under these leases are as follows: Year Ending December 31: 2001 $ 646 2002 634 2003 563 2004 388 2005 304 Later years 3,399 --------- Total $ 5,934 ========= Rental expense on all property and equipment rented, including those rented on a monthly or temporary basis, totaled $792, $1,100 and $1,065 during 2000, 1999 and 1998, respectively. The Company is a defendant in legal actions arising from normal business activities. Management believes that all legal actions against the Company are without merit or that the ultimate liability, if any, resulting from them will not materially affect the Company's financial position, results of operations or cash flows. A-42 BANCFIRST CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Cont.) (19) FAIR VALUES OF FINANCIAL INSTRUMENTS The fair values reported below for financial instruments are based on a variety of factors. In some cases, fair values represent quoted market prices for identical or comparable instruments. In other cases, fair values have been estimated based on assumptions concerning the amount and timing of estimated future cash flows and assumed discount rates reflecting varying degrees of risk. Accordingly, the fair values may not represent actual values of the financial instruments that could have been realized as of year end or that will be realized in the future. The following methods and assumptions were used to estimate the fair value of each class of financial instruments: Cash and Due From Banks; Federal Funds Sold The carrying amount of these short-term instruments is a reasonable estimate of fair value. Securities For securities, fair values are based on quoted market prices or dealer quotes, if available. If a quoted market price is not available, fair value is estimated using quoted market prices for similar securities. Loans For certain homogeneous categories of loans, such as some residential mortgages, fair value is estimated using the quoted market prices for securities backed by similar loans, adjusted for differences in loan characteristics. For residential mortgage loans held for sale, guaranteed student loans and participation in pools of credit card receivables, the carrying amount is a reasonable estimate of fair value. The fair value of other types of loans is estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities. Deposit Liabilities The fair value of transaction and savings accounts is the amount payable on demand at the reporting date. The fair value of fixed-maturity certificates of deposit is estimated using the rates currently offered for deposits of similar remaining maturities. Short-term Borrowings The amount payable on these short-term instruments is a reasonable estimate of fair value. Long-term Borrowings The fair value of fixed-rate long-term borrowings is estimated using the rates that would be charged for borrowings of similar remaining maturities. Loan Commitments and Letters of Credit The fair value of commitments is estimated using the fees currently charged to enter into similar agreements, taking into account the terms of the agreements. The fair value of letters of credit is based on fees currently charged for similar agreements. A-43 BANCFIRST CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Cont.) The estimated fair values of the Company's financial instruments are as follows:
December 31, ---------------------------------------------- 2000 1999 ----------------------- --------------------- Carrying Fair Carrying Fair Amount Value Amount Value ----------- ------- --------- -------- FINANCIAL ASSETS Cash and due from banks $ 162,455 $ 162,455 $ 126,691 $ 126,691 Federal funds sold, and interest-bearing deposits 66,563 66,563 53,381 53,381 Securities 560,551 561,434 596,715 595,509 Loans: Loans (net of unearned interest) 1,666,338 1,455,481 Allowance for loan losses (25,380) (22,548) ----------- ---------- Loans, net 1,640,958 1,642,917 1,432,933 1,430,257 FINANCIAL LIABILITIES Deposits 2,267,397 2,268,529 2,082,696 2,082,107 Short-term borrowings 37,292 37,292 22,091 22,091 Long-term borrowings 26,613 26,661 26,392 25,562 9.65% Capital Securities 25,000 22,125 25,000 24,070 OFF-BALANCE SHEET FINANCIAL INSTRUMENTS Loan commitments 2,200 2,045 Letters of credit 134 103
A-44 BANCFIRST CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Cont.) (20) SEGMENT INFORMATION The Company evaluates its performance with an internal profitability measurement system that measures the profitability of its business units on a pre-tax basis. The four principal business units were metropolitan banks, community banks, other financial services, and executive, operations and support. Metropolitan and community banks offer traditional banking products such as commercial and retail lending, and a full line of deposit accounts. Metropolitan banks consist of banking locations in the metropolitan Oklahoma City and Tulsa areas. Community banks consist of banking locations in communities throughout Oklahoma. Other financial services are specialty product business units including guaranteed small business lending, guaranteed student lending, residential mortgage lending, trust services, correspondent banking, electronic banking and insurance. The executive, operations and support groups represent executive management, operational support and corporate functions that are not allocated to the other business units. The results of operations and selected financial information for the four business units are as follows:
Other Executive, Metropolitan Community Financial Operations Banks Banks Services & Support Eliminations Consolidated --------------- -------------- --------------- --------------- -------------- --------------- December 31, 2000 Net interest income (expense) $ 32,541 $ 69,189 $ 3,084 $ (2,479) $ -- $ 102,335 Provision for loan losses 3,070 878 186 (89) -- 4,045 Noninterest income 5,787 16,035 6,484 46,103 (44,507) 29,902 Depreciation and amortization 2,199 3,798 180 2,258 -- 8,435 Other expenses 19,902 42,522 6,917 9,948 -- 79,289 ------------ ------------ ------------- -------------- ------------ Income before taxes $ 13,157 $ 38,026 $ 2,285 $ 31,507 (44,507) $ 40,468 ============ ============ ============= ============== ============ Total Assets $ 800,448 $ 1,765,678 $ 110,900 $ 432,973 (539,744) $ 2,570,255 ============ ============ ============= ============= ============ Capital expenditures $ 2,723 $ 6,519 $ 81 $ 1,393 -- $ 10,716 ============ ============ ============= ============= ============ December 31, 1999 Net interest income (expense) $ 23,462 $ 68,044 $ 4,655 $ (2,918) $ (8) $ 93,235 Provision for loan losses 807 1,509 127 78 -- 2,521 Noninterest income 4,561 16,066 5,498 28,491 (25,909 28,707 Depreciation and amortization 1,906 3,902 313 2,407 (1) 8,527 Other expenses 15,133 41,756 6,884 9,291 (138) 72,926 ------------ ------------ ------------- ------------- ------------ Income before taxes $ 10,177 $ 36,943 $ 2,829 $ 13,797 (25,778) $ 37,968 ============ ============ ============= ============= ============ Total Assets $ 699,100 $ 1,644,878 $ 103,630 $ 79,379 (191,180) $ 2,335,807 ============ ============ ============= ============= ============ Capital expenditures $ 1,325 $ 4,857 $ 132 $ 2,237 -- $ 8,551 ============ ============ ============= ============= ============ December 31, 1998 Net interest income (expense) $ 19,969 $ 70,034 $ 4,127 $ (1,271) $ (107) $ 92,752 Provision for loan losses 607 1,450 239 (85) -- 2,211 Noninterest income 3,613 15,844 3,575 27,039 (26,052) 24,019 Depreciation and amortization 1,789 3,633 250 2,413 -- 8,085 Merger related costs -- -- -- 3,134 -- 3,134 Other expenses 13,199 43,861 4,850 8,644 (1,291) 69,263 ------------- ------------ ------------- ------------ ------------ Income before taxes $ 7,987 $ 36,934 $ 2,363 $ 11,662 (24,868) $ 34,078 ============ ============ ============= ============ ============ Total Assets $ 486,965 $ 1,731,606 $ 107,665 $ 227,269 (217,622) $ 2,335,883 ============ ============ ============= ============ ============ Capital expenditures $ 2,951 $ 4,500 $ 606 $ 1,049 -- $ 9,106 ============ ============ ============= ============ ============
A-45 BANCFIRST CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Cont.) The financial information for each business unit is presented on the basis used internally by management to evaluate performance and allocate resources. The Company utilizes a transfer pricing system to allocate the benefit or cost of funds provided or used by the various business units. Certain services provided by the support group to other business units, such as item processing, are allocated rates approximating the cost of providing the services. Eliminations are adjustments to consolidate the business units and companies. In 1998, the costs related to the AmQuest merger were segregated because of their impact on the results of executive, operations and support. Capital expenditures are generally charged to the business unit using the asset. (21) SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) A summary of the unaudited quarterly results of operations for the years ended December 31, 2000 and 1999 is as follows:
Quarter ---------------------------------------- 2000 Fourth Third Second First ---- --------- ---------- --------- -------- Net interest income $26,512 $25,630 $25,529 $24,662 Provision for loan losses 735 840 1,180 1,289 Noninterest income 7,729 7,703 7,213 7,258 Noninterest expense 23,416 22,021 21,301 20,987 Net income 6,720 6,956 6,383 6,157 Net income per common share: Basic 0.81 0.86 0.79 0.76 Diluted 0.80 0.85 0.78 0.75 1999 ---- Net interest income $23,614 $23,223 $23,257 $23,141 Provision for loan losses 698 418 468 937 Noninterest income 6,988 7,261 6,589 7,869 Noninterest expense 20,719 20,470 20,249 20,015 Net income 5,829 6,030 5,868 6,222 Net income per common share: Basic 0.71 0.74 0.66 0.67 Diluted 0.71 0.73 0.65 0.66
A-46 INDEX TO EXHIBITS Exhibit Number Name of Exhibit ------ --------------- 2.1 Merger Agreement dated May 6, 1998 between BancFirst Corporation and AmQuest Financial Corp. (filed as Exhibit 2.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1998 and incorporated herein by reference). 3.1 Second Amended and Restated Certificate of Incorporation of BancFirst (filed as Exhibit 1 to BancFirst's 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 8-K dated February 25, 1999 and incorporated herein by reference). 10.1 United Community Corporation (now BancFirst Corporation) Stock Option Plan (filed as Exhibit 10.09 to the Company's Registration Statement on Form S-4, file No. 33-13016 and incorporated herein by reference). 10.2 BancFirst Corporation Employee Stock Ownership and Thrift Plan (filed as Exhibit 10.12 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1992 and incorporated herein by reference). 10.3 1988 Incentive Stock Option Plan of Security Corporation as assumed by BancFirst Corporation (filed as Exhibit 4.1 to the Company's Registration Statement on Form S-8, File No. 333-65129 and incorporated herein by reference). 10.4 1993 Incentive Stock Option Plan of Security Corporation as assumed by BancFirst Corporation (filed as Exhibit 4.2 to the Company's Registration Statement on Form S-8, File No. 333-65129 and incorporated herein by reference). 10.5 1995 Non-Employee Director Stock Plan of AmQuest Financial Corp. as assumed by BancFirst Corporation (filed as Exhibit 4.3 to the Company's Registration Statement on Form S-8, File No. 333-65129 and incorporated herein by reference). Exhibit Number Name of Exhibit ------ --------------- 10.6* BancFirst Corporation Non-Employee Directors' Stock Option Plan. 10.7* BancFirst Corporation Directors' Deferred Stock Compensation Plan. 10.8* Stock Purchase Agreement dated November 14, 2000 among BancFirst Corporation, Pickard Limited Partnership and Century Life Assurance Company. 22.1* Subsidiaries of Registrant. 23.1* Consent of PricewaterhouseCoopers LLP 99.1 Stock Repurchase Program (filed as Exhibit 99.1 to the Company's Form 8-K dated November 18, 1999 and incorporated herein by reference). _________________________ * Filed herewith. EX-10.6 2 0002.txt BANCFIRST NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN BANCFIRST CORPORATION EXHIBIT 10.6 BANCFIRST CORPORATION NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN 1. PURPOSE. The BancFirst Corporation Non-Employee Directors' Stock Option ------- Plan (the "Plan") is intended as an incentive and to encourage stock ownership by the non-employee directors of BancFirst Corporation (the "Corporation") in order to increase their proprietary interest in the Corporation's success. 2. DEFINITIONS. As used herein, the following terms shall have the ----------- corresponding meanings: 2.1. "Committee" shall mean the Board of Directors of the Corporation, or a duly constituted committee of the Board consisting of three or more members, at least a majority of which shall be "Non-Employee Directors" as such term is used in Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). 2.2 "Common Stock" shall mean the common stock, par value $1.00 per share, of the Corporation. 2.3. "Date of Grant" shall mean the date of grant of a Stock Option granted hereunder as set forth in the Stock Option Agreement. In the event of a grant conditioned, among other things, upon stockholder ratification of this Plan, the date of such conditional grant shall be the Date of Grant for purposes of this Plan. 2.4. "Non-Employee Director" shall mean a person that is an elected or appointed Director or Advisory Director of a corporation, who is not a common-law employee of the corporation. The determination of whether or not a person is a Non-Employee of the Corporation with respect to the grant or exercise of a Stock Option shall be made in accordance with the rule of Income Tax Regulation Section 1.421-7(h) (or successor regulation). 2.5. "Fair Market Value" shall mean, with respect to the exercise of an option under the Plan, (a) if the Common Stock is listed on a national securities exchange or the NASDAQ National Market System, the closing price of the Common Stock for the business day immediately preceding the day for which the determination is being made, or (b) if the Common Stock is not then listed on an exchange, the average of the closing bid and asked prices per share for the Common Stock in the over-the-counter market as quoted on NASDAQ for the business day immediately preceding the day for which the determination is being made, or (c) if the Common Stock is not then listed on any exchange or quoted on NASDAQ, an amount determined in good faith by the Committee to be the fair market value of the Common Stock, after consideration of all relevant factors. 2.6 "Nonqualified Stock Option" shall mean a Stock Option which is not intended to qualify for tax treatment as an "incentive stock option" under Section 422 of the Code. 2.7. "Option Exercise Price" shall mean the price paid for Shares upon the exercise of a Stock Option granted hereunder. 2.8. "Optionee" shall mean any person entitled to exercise a Stock Option pursuant to the terms of the Plan. 2.9. "Stock Option" shall mean a stock option giving an Optionee the right to purchase shares of the Corporation's Common Stock. Stock Options granted under the Plan shall be Nonqualified Stock Options. 3. ADMINISTRATION. -------------- 3.1 AUTHORITY; INDEMNIFICATION. Within the limitations described herein, the Committee shall administer the Plan, determine the method of payment upon exercise of each Stock Option, determine all other terms of Stock Options granted hereunder and interpret, construe and implement the provisions of the Plan. All questions of interpretation of the Plan or any Stock Option granted under the Plan shall be determined by the Committee, and such decisions shall be binding upon all persons having an interest in the Plan and/or any Stock Option. No member of the Committee shall be liable for any action or determination made in good faith, and the members shall be entitled to indemnification and reimbursement in the manner provided in the Corporation's Certificate of Incorporation, or as otherwise permitted by law. 3.2 RULE 16B-3 COMPLIANCE. With respect to the participation of eligible participants who are subject to Section 16(b) of the Exchange Act, the Plan shall be administered in compliance with the requirements of Rule 16b-3. 3.3 SECTION 162(M) COMPLIANCE. In the event the Corporation is a "publicly held corporation" as defined in paragraph (2) of section 162(m) of the Code, as amended by the Revenue Reconciliation Act of 1993 (P.L. 103-66), and the regulations promulgated thereunder ("Section 162(m)"), the Corporation shall establish a committee of outside directors meeting the requirements of Section 162(m) to approve the grant of Stock Options which might reasonably be anticipated to result in the payment of employee remuneration that would otherwise exceed the limit on employee remuneration deductible for income tax purposes pursuant to Section 162(m). 4. ELIGIBILITY. The individuals who shall be eligible to participate in ----------- the Plan shall be such Non-Employee Directors of the Corporation, or of any corporation ("Subsidiary") in which the Corporation has proprietary interest by reason of stock ownership or otherwise, including any corporation in which the Corporation acquires a proprietary interest after the adoption of this Plan (but only if the Corporation owns, directly or indirectly, stock possessing not less than 50% of the total combined voting power of all classes of stock in the corporation), as the Committee shall determine from time to time. 5. STOCK. The stock subject to Stock Options and other provisions of the ----- Plan shall be shares of the Corporation's authorized but unissued Common Stock or treasury stock, as determined by the Committee. Subject to adjustment in accordance with the provisions of Subparagraph 6.7 hereof, the total number of shares of Common Stock of the Corporation on which Stock Options may be granted under the Plan shall not exceed in the aggregate 75,000 shares. In the event that any outstanding Stock Option under the Plan for any reason expires or is terminated prior to the end of the period during which Stock Options may be granted, the shares of the Common Stock allocable to the unexercised portion of such Stock Option may again be subject to a Stock Option under the Plan. 6. TERMS AND CONDITIONS OF STOCK OPTIONS. Stock Options granted pursuant ------------------------------------- to the Plan shall be evidenced by agreements in such form as the Committee shall, from time to time, approve. Agreements shall comply with and be subject to the following terms and conditions: 6.1 MEDIUM AND TIME OF PAYMENT. The Option Exercise Price shall be payable in United States Dollars upon the exercise of the Stock Option and may be paid in cash or by certified check, bank draft or money order payable to the order of the Corporation, unless otherwise determined by the Committee. 6.2 NUMBER OF SHARES. Each Non-Employee Director shall be granted a Stock Option for 5,000 shares. 6.3 OPTION EXERCISE PRICE. The Option Exercise Price shall be equal to the Fair Market Value of the Common Stock on the Date of Grant. 6.4 TERM OF STOCK OPTIONS. Any Stock Option granted must be exercised within fifteen (15) years of the date of such grant. 6.5 DATE OF EXERCISE. Unless otherwise determined by the Committee at the time of granting a Stock Option, Stock Options shall be exercisable at the rate set forth below beginning one year from the Date of Grant. After becoming exercisable, the Stock Option may be exercised at any time and from time to time in whole or in part until termination of the Stock Option as set forth in Sections 6.4 or 6.6. Cumulative Elapsed Years from Percent Percent Date of Grant of Shares of Shares ------------- --------- --------- less than 1 year 0% 0% 1 to 2 years 25% 25% 2 to 3 years 25% 50% 3 to 4 years 25% 75% more than 4 years 25% 100% 6.6 TERMINATION OF BOARD SERVICE. In the event that an Optionee's service on the board of directors of the Corporation shall terminate, his Stock Option whether or not then exercisable shall terminate immediately; provided, however, that if the termination is not as a result of embezzlement, theft or other violation of the law, the Optionee shall have the right to exercise his option (to the extent exercisable at the time of termination) at any time within 30 days after such termination; provided, further, that if the Optionee shall die while in service on the board of directors of the Corporation or within the period of time after termination of service during which he was entitled to exercise his option as hereinabove provided, his estate, personal representative, or beneficiary shall have the right to exercise his Stock Option (to the extent exercisable at the date of death) at any time within twelve (12) months from the date of his death. 6.7 RECAPITALIZATION. The aggregate number of shares of Common Stock on which Stock Options may be granted to persons participating under the Plan, the number of shares thereof covered by each outstanding Stock Option, and the price per share thereof in each such Stock Option, shall all be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock of the Corporation resulting from a subdivision or consolidation of shares or other capital adjustment, or the payment of a stock dividend or other increase or decrease in such shares, effected without receipt of consideration by the Corporation; provided, however, that any fractional shares resulting from such adjustment shall be eliminated. In the event of a change in the Corporation's Common Stock which is limited to a change in the designation thereof to "Capital Stock" or other similar designation, or a change in the par value thereof, or from par value to no par value, without increase in the number of issued shares, the shares resulting from any such change shall be deemed to be Common Stock within the meaning of the Plan. 6.8 REORGANIZATION OF CORPORATION. Subject to any required action by the stockholders, if the Corporation shall be the surviving or resulting corporation in any merger or consolidation which does not result in change of control of the Corporation, any Stock Option granted hereunder shall pertain to and apply to the securities to which a holder of the number of shares of Common Stock subject to the Stock Option would have been entitled. In the event of a dissolution or liquidation of the Corporation or a merger or consolidation in which the Corporation is not the surviving or resulting corporation or which results in a change in control of the Corporation, or a tender or exchange offer which results in a change in control of the Corporation, the Committee shall determine: (i) whether all or any part of the unexercisable portion (as set forth in section 6.5) of any Stock Option outstanding under the Plan shall terminate; (ii) whether the Stock Options shall become immediately exercisable; or (iii) whether such Stock Options may be exchanged for options covering securities of any such surviving or resulting corporation, subject to the agreement of any such surviving or resulting corporation, on terms and conditions substantially similar to a Stock Option hereunder. 6.9 ASSIGNABILITY. Except as provided in this Section, no Stock Option shall be assignable or transferable except as follows: (a) by will or by the laws of descent and distribution. (b) for the purpose of making a charitable gift. (c) to the Optionee as trustee of a revocable trust which allows the Optionee to amend or revoke the trust at any time. If the Optionee relinquishes his power to amend or revoke the trust or appoints a trustee other than the Optionee, the Optionee shall withdraw the Stock Option from the trust prior to the relinquishment of such power or appointment and revest title to the Stock Option in the Optionee's individual name. If the trust becomes irrevocable due to the death of the Optionee, the successor trustee shall have the same power to exercise the Stock Option under Section 6.6 as the personal representative. If there is a successor trustee under the trust due to the incapacity of the Optionee, the date of incapacity shall be treated as termination of employment under Section 6.6, and the successor trustee shall have the same right to exercise the option as the Optionee has under Section 6.6. The trustee or any successor trustee shall be bound by all the terms and conditions of the Plan and the Stock Option Agreement entered into by the Plan and Optionee under this Plan. (d) to the extent set forth in the Stock Option Agreement governing such Stock Option. 6.10 OPTIONEE'S AGREEMENT. If, at the time of the exercise of any Stock Option, it is necessary or desirable, in order to comply with any applicable laws or regulations relating to the sale of securities, that the Optionee exercising the Stock Option shall agree that he will purchase the shares that are subject to the Stock Option for investment and not with any present intention to resell the same, the Optionee will, upon the request of the Corporation, execute and deliver to the Corporation an agreement to such effect. 6.11 RIGHTS AS A STOCKHOLDER. An Optionee shall have no rights as a stockholder with respect to shares covered by his Stock Option until the date of issuance of the shares to him and only after such shares are fully paid. 6.12 OTHER PROVISIONS. The option agreements authorized under the Plan may contain such other provisions as the Committee shall deem advisable. 7. MARKETABILITY OF SHARES. The Common Stock is currently traded on the ----------------------- NASDAQ National Market System. As a result, its liquidity varies widely in response to supply and demand. Consequently, the Corporation can give no assurances as to the marketability of shares acquired under the Plan. 8. TAX IMPLICATIONS. It is anticipated that Stock Options granted under ---------------- the Plan will be treated as Nonqualified Stock Options by the Internal Revenue Service. As such, exercise of the Stock Option would generate a taxable event with the difference between the original Option Exercise Price and the Fair Market Value of the Common Stock at the time of exercise being treated as ordinary income. 9. TERM OF PLAN. No Stock Option may be granted after December 31, 2014. ------------ 10. NO OBLIGATION TO EXERCISE OPTION. The granting of a Stock Option shall -------------------------------- impose no obligation upon the Optionee to exercise such Stock Option. 11. AMENDMENTS. The Board of Directors may from time to time amend, alter, ---------- suspend, or discontinue the Plan or alter or amend (including decrease of the Option Exercise Price by cancellation and substitution of options or otherwise) any and all option agreements granted thereunder; provided, however, that no such action of the Board of Directors may, without approval of the stockholders of the Corporation, alter the provisions of the Plan so as to (a) materially increase the benefits accruing to participants under the Plan; (b) materially increase the number of securities which may be issued under the Plan; or (c) materially modify the requirements as to eligibility for participation in the Plan; and provided, further, that no amendment may, without the consent of the Optionee, affect any then outstanding Stock Options or unexercised portions thereof. In addition, the approval of the Corporation's stockholders shall be sought for any amendment to the Plan or a Stock Option for which the Committee deems stockholder approval necessary in order to comply with Rule 16b-3. EX-10.7 3 0003.txt BANCFIRST DIRECTORS DEFERRED STOCK COMPENSATION BANCFIRST CORPORATION EXHIBIT 10.7 BANCFIRST CORPORATION DIRECTORS' DEFERRED STOCK COMPENSATION PLAN -------------------------------- ARTICLE I PURPOSE AND EFFECTIVE DATE -------------------------- 1.1 Purpose. The BancFirst Corporation Directors' Deferred Stock ------- Compensation Plan (the "Plan") is intended to advance the interests of the Company and its shareholders by providing a means to attract and retain highly- qualified persons to serve as Directors and to promote ownership by Directors of a greater proprietary interest in the Company, thereby aligning such Directors' interests more closely with the interests of shareholders of the Company. 1.2 Effective Date. This Plan shall become effective September 1, -------------- 1999. ARTICLE II DEFINITIONS ----------- The following terms shall be defined as set forth below: 2.1 "Bank" means BancFirst, an Oklahoma banking corporation, or any successor thereto. 2.2 "Bank Board" means the Board of Directors of the Bank. 2.3 "Committee" means the Compensation Committee of the Company Board. 2.4 "Community Board" means one of the Community Advisory Boards of the Bank. 2.5 "Company" means BancFirst Corporation, an Oklahoma corporation, or any successor thereto. 2.6 "Company Board" means the Board of Directors of the Company. 2.7 "Deferral Date" means the date Fees would otherwise have been paid to the Participant. 2.8 "Director" means any individual who is a member of the Bank Board, the Company Board or the Community Board. 2.9 "Fair Market Value" means the closing sales price for the Shares on the relevant date, or if there were no sales on such date the closing sales price on the nearest day before the relevant date, as reported in The Wall Street Journal or a similar publication selected by the Committee. 2.10 "Fees" means all or part of any retainer and/or fees payable to a Director in his or her capacity as a Director. 2.11 "Participant" means a Director who defers Fees under Article VI of this Plan. 2.12 "Secretary" means the Corporate Secretary or any Assistant Corporate Secretary of the Company. 2.13 "Shares" means shares of the common stock of BancFirst Corporation, par value $1.00 per share, or of any successor corporation or other legal entity adopting this Plan. 2.14 "Stock Units" means the credits to a Participant's Stock Unit Account under Article VI of this Plan, each of which represents the right to receive one Share upon settlement of the Stock Unit Account. 2.15 "Stock Unit Account" means the bookkeeping account established by the Company pursuant to Section 6.4. 2.16 "Termination Date" means the date the Plan terminates pursuant to Section 11.8. 2.17 "Termination of Service" means termination of service as a Director in any of the following circumstances: (a) Where the Participant voluntarily resigns or retires; (b) Where the Participant is not re-elected (or elected in the case of an appointed Director) to the Bank Board or Company Board, as applicable, by the shareholders, or to the Community Board by the Bank; (c) Where the Participant dies; or (d) Where the Participant is removed from the Bank Board, Company Board or Community Board, as applicable, in accordance with the provisions of the Company's Bylaws or the Bank's Bylaws, as applicable. ARTICLE III SHARES AVAILABLE UNDER THE PLAN ------------------------------- Subject to adjustment as provided in Article X, the maximum number of Shares that may be distributed in settlement of Stock Unit Accounts under this Plan shall not exceed 20,000. Such Shares may include authorized but unissued Shares or treasury Shares. ARTICLE IV ADMINISTRATION -------------- 4.1 This Plan shall be administered by the Company Board's Compensation Committee, or such other committee or individual as may be designated by the Company Board. Notwithstanding the foregoing, no director who is a Participant under this Plan shall participate in any determination relating solely or primarily to his or her own Shares, Stock Units or Stock Unit Account. 4.2 It shall be the duty of the Committee to administer this Plan in accordance with its provisions and to make such recommendations of amendments or otherwise as it deems necessary or appropriate. 4.3 The Committee shall have the authority to make all determinations it deems necessary or advisable for administering this Plan, subject to the limitations in Section 4.1 and other explicit provisions of this Plan. ARTICLE V ELIGIBILITY ----------- 5.1 Each Director shall be eligible to defer Fees under Article VI of this Plan. ARTICLE VI DEFERRAL ELECTIONS IN LIEU OF CASH PAYMENTS ------------------------------------------- 6.1 General Rule. Each Director may, in lieu of receipt of Fees, defer ------------ such Fees in accordance with this Article VI, provided that such Director is eligible under Article V of this Plan to defer such Fees at the date any such Fees are otherwise payable. 6.2 Timing of Election. Each eligible director who wishes to defer ------------------ Fees under this Plan must make a written election prior to the start of the calendar year for which the Fees would otherwise be paid; provided, however, that with respect to (a) any election made by a newly-elected or appointed Director ("New Director Elections") and (b) any elections made by Directors with respect to Fees paid on or after July 1, 1999 ("1999 Elections"), the following special rules shall apply: (i) with respect to any New Director Elections, any such New Director Election may be made prior to the first Deferral Date after election or appointment, and (ii) with respect to any 1999 Elections, such elections shall be made prior to July 1, 1999 and shall be effective for any Fees paid on or after July 1, 1999. An election by a Director shall be deemed to be continuing and therefore applicable to Fees to be paid in the future unless the Director evokes or changes such election by filing a new election form by the due date for such form specified in this Section 6.2. 6.3 Form of Election. An election shall be made in a manner ---------------- satisfactory to the Secretary. Generally, an election shall be made by completing and filing the specified election form with the Secretary of the company within the period described in Section 6.2. At a minimum, the form shall require the Director to specify the following: (a) a percentage (in 25% increments), not to exceed an aggregate of 100% of the Fees to be deferred under this Plan; and (b) the manner of settlement in accordance with Section 7.2. 6.4 Establishment of Stock Unit Account. The Company will establish a ----------------------------------- Stock Unit Account for each Participant. All Fees deferred pursuant to this Article VI shall be credited to the Participant's Stock Unit Account as of the Deferral Date and converted to Stock Units as follows: The number of Stock Units shall equal the deferred Fees divided by the Fair Market Value of a Share on the Deferral Date, with fractional units calculated to three (3) decimal places. 6.5 Credit of Dividend Equivalents. As of each dividend payment date ------------------------------ with respect to Shares, each Participant shall have credited to his or her Stock Unit Account an additional number of Stock Units equal to: the per-share cash dividend payable with respect to a Share on such dividend payment date multiplied by the number of Stock Units held in the Stock Unit Account as of the close of business on the record date for such dividend divided by the Fair Market Value of a Share on such dividend payment date. If dividends are paid on Shares in a form other than cash, then such dividends shall be notionally converted to cash, if their value is readily determinable, and credited in a manner consistent with the foregoing and, if their value is not readily determinable, shall be credited "in kind" to the Participant's Stock Unit Account. ARTICLE VII SETTLEMENT OF STOCK UNITS ------------------------- 7.1 Settlement of Account. The Company will settle a Participant's --------------------- Stock Unit Account in the manner described in Section 7.2 as soon as administratively feasible following the earlier of (i) notification of such Participant's Termination of Service or (ii) the Termination Date. 7.2 Payment Options. An election filed under Article VI shall specify --------------- whether the Participant's Stock Unit Account is to be settled by delivering to the Participant (or his or her beneficiary) the number of Shares equal to the number of whole Stock Units then credited to the Participant's Stock Unit Accounts, in (a) a lump sum, or (b) substantially equal annual installments over a period not to exceed three (3) years. If, upon lump sum distribution or final distribution of an installment, less than one whole Stock Unit is credited to a Participant's Stock Unit Account, cash will be paid in lieu of fractional shares on the date of such distribution. 7.3 Continuation of Dividend Equivalents. If payment of Stock Units is ------------------------------------ deferred and paid in installments, the Participant's Stock Unit Account shall continue to be credited with dividend equivalents as provided in Section 6.5. 7.4 In Kind Dividends. If any "in kind" dividends were credited to the ----------------- Participant's Stock Unit Account under Section 6.5, such dividends shall be payable to the Participant in full on the date of the first distribution of Shares under Section 7.2. ARTICLE VIII UNFUNDED STATUS --------------- The interest of each Participant in any Fees deferred under this Plan (and any Stock Units or Stock Unit Account relating thereto) shall be that of a general creditor of the Company. Stock Unit Accounts, and Stock Units (and, if any, "in kind" dividends) credited thereto, shall at all times be maintained by the Company as bookkeeping entries evidencing unfunded and unsecured general obligations of the Company. ARTICLE IX DESIGNATION OF BENEFICIARY -------------------------- Each Participant may designate, on a form provided by the Committee, one or more beneficiaries to receive the Shares described in Section 7.2 in the event of such Participant's death. The Company may rely upon the beneficiary designation last filed with the Committee, provided that such form was executed by the Participant or his or her legal representative and filed with the Committee prior to the Participant's death. ARTICLE X ADJUSTMENT PROVISIONS --------------------- In the event any recapitalization, reorganization merger, consolidation, spin-off, combination, repurchase, exchange of shares or other securities of the Company, stock split or reverse split, or similar corporate transaction or event affects Shares such that an adjustment is determined by the Company Board or Committee to be appropriate to prevent dilution or enlargement of Participants' rights under this Plan, then the Company Board or Committee will, in a manner that is proportionate to the change to the Shares and is otherwise equitable, adjust the number or kind of Shares to be delivered upon settlement of Stock Unit Accounts under Article VII. ARTICLE XI GENERAL PROVISIONS ------------------ 11.1 No Right to Continue as a Director. Nothing contained in this ---------------------------------- Plan will confer upon any Participant any right to continue to serve as a Director. 11.2 No Shareholder Rights Conferred. Nothing contained in this Plan ------------------------------- will confer upon any Participant any rights of a shareholder of the Company unless and until Shares are in fact issued or transferred to such Participant in accordance with Article VII. 11.3 Change to the Plan. The Company Board may amend, alter, suspend, ------------------ discontinue, extend, or terminate the Plan without the consent of the Participants; provided, however, that, without the consent of an affected Participant, no such action may materially impair the rights of such Participant with respect to any Stock Units credited to his or her Stock Unit Account. 11.4 Consideration; Agreements. The consideration for Shares issued or ------------------------- delivered in lieu of payment of Fees will be the Director's service during the period to which the Fees paid in the form of Shares related. 11.5 Compliance with Laws and obligations. The Company will not be ------------------------------------ obligated to issue or deliver Shares in connection with this Plan in a transaction subject to the registration requirements of the Securities Act of 1933, as amended, or any other federal or state securities law, any requirement under any listing agreement between the Company and any national securities exchange or automated quotation system or any other laws, regulations, or contractual obligations of the Company, until the Company is satisfied that such laws, regulations, and other obligations of the Company have been complied with in full. Certificates representing Shares delivered under the Plan will be subject to such stop-transfer orders and other restrictions as may be applicable under such laws, regulations, and other obligations of the Company, including any requirement that a legend or legends be placed thereon. 11.6 Limitations on Transferability. Stock Units and any other right ------------------------------ will not be transferable by a Participant except by will or the laws of descent and distribution (or to a designated beneficiary in the event of a Participant's death). Stock Units and other rights under the Plan may not be pledged, mortgaged, hypothecated, or otherwise encumbered, and shall not be subject to the claims of creditors. 11.7 Governing Law. The validity, construction, and effect of the Plan ------------- and any agreement hereunder will be determined in accordance with the laws of the State of Oklahoma, without giving effect to principles of conflicts of laws, and applicable federal law. 11.8 Plan Termination. Unless earlier terminated by action of the ---------------- Company Board, the Plan will remain in effect until the earlier of (i) such time as no Shares remain available for delivery under the Plan and the Company has no further rights or obligations under the Plan or (ii) June 30, 2004. EX-10.8 4 0004.txt STOCK PURCHASE AGREEMENT BANCFIRST CORPORATION EXHIBIT 10.8 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT ("Agreement") is made and entered into as of the 14th day of November, 2000, by and among BancFirst Corporation, Oklahoma City, Oklahoma, an Oklahoma corporation ("BANCFIRST"), Pickard Limited Partnership, an Oklahoma partnership ("PICKARD"), and Century Life Assurance Company, an Oklahoma-chartered life insurance company (together with its wholly owned subsidiary, "CENTURY"). W I T N E S S E T H: WHEREAS, PICKARD owns all of the issued and outstanding shares of CENTURY; and WHEREAS, the Board of Directors of BANCFIRST and the general partners of PICKARD have reached an agreement for the acquisition (the "Acquisition") by BANCFIRST of seventy five percent (75%) of the issued and outstanding common stock of CENTURY (the "Common Stock") from PICKARD in accordance with the terms of this Agreement. NOW, THEREFORE, in consideration of the mutual promises, covenants, and agreements herein contained, the parties agree as follows: ARTICLE I The Acquisition and Related Matters 1.01 The Acquisition. Subject to the terms and conditions of this --------------- Agreement, at the Closing (as such term is defined in Section 1.03 hereof), ------------ 1,125,000 shares of Common Stock (the "Shares"), representing seventy five percent (75%) of the shares of Common Stock which are outstanding immediately prior to the Closing, shall be purchased by and become the property of BANCFIRST upon payment of the purchase price (the "Purchase Price"), which shall be an amount equal to 75% of the sum of (a) $6,592,000, and (b) statutory net income from April 30, 2000 through December 31, 2000, not to exceed the net change in stockholders' equity from April 30, 2000 through December 31, 2000, as calculated under United States generally accepted accounting principles. 1.02 Effective Time. The Acquisition shall become effective at -------------- 12:01 a.m. January 1 , 2001, provided that regulatory approvals have been - -------------------- received and all required waiting periods shall have expired by that date (the "Effective Time"). If such conditions have not been met to allow a closing on January 1, 2001, then the Acquisition shall become effective as of the 12:01 a.m. on the first day of the month following the completion of all the conditions. 1.03 Closing. The closing of the transactions contemplated by this ------- Agreement (the "Closing"), shall take place at such time and place as the parties may mutually agree, but no later than the Effective Time (the "Closing Date"). 1.04 Deliveries by PICKARD. At the Closing, PICKARD shall deliver --------------------- the following: (a) Certificates representing the Shares, duly endorsed for transfer to BANCFIRST (without reference to any encumbrance) necessary to vest BANCFIRST with indefeasible title to the Shares; (b) The certificate described in Section 7.01; ------------ (c) The consents and approvals required by Section 2.04; ------------ (d) The resolutions referred to in Section 2.01; ------------ (e) The resignations referred to in Section 5.04; and ------------ (f) All other documents, schedules, instruments and writings required by this Agreement to be delivered by PICKARD at the Closing and any other documents or records reasonably requested by BANCFIRST in connection with this Agreement. 1.05 Deliveries by BANCFIRST. At the Closing, BANCFIRST shall ----------------------- deliver the following: (a) Cash in immediately available funds for the Purchase Price as set forth in Section 1.01; ------------ (b) The certificate described in Section 6.01; ------------ (c) The consents and approvals required by Section 3.04,if any; ------------ (d) The resolutions referred to in Section 3.02; and ------------ (e) All other documents, instruments and writings required by this Agreement or reasonably requested by PICKARD or CENTURY in connection with this Agreement. ARTICLE II Representations and Warranties of PICKARD AND CENTURY Except as may be disclosed to BANCFIRST in the Schedules described herein or otherwise described in a writing referred to herein which will be delivered to BANCFIRST by PICKARD and CENTURY following the execution and delivery of this Agreement, PICKARD and CENTURY hereby represent and warrant to BANCFIRST as follows (all such representation and warranties shall also apply to subsidiaries of CENTURY): 2.01 Corporate Organization, Authorization, etc. CENTURY is an ------------------------------------------ Oklahoma corporation duly organized, validly existing and in good standing under the laws of the State of Oklahoma and has full corporate power and authority to conduct its business as it is now being conducted and to own or lease the properties and assets it now owns or holds under lease; is duly qualified or licensed to do business and is in good standing in every other state of the United States and other jurisdictions where the character of its business or the nature of its properties makes such qualification or licensing necessary. PICKARD has full power and authority to enter into this Agreement, to consummate the transactions contemplated herein. This Agreement has been duly executed and delivered by PICKARD and, is a valid and binding agreement of PICKARD in accordance with its terms, subject to laws relating to creditors' rights generally. CENTURY will deliver to BANCFIRST true, accurate and complete copies of the currently effective Certificate of Incorporation and Bylaws of CENTURY, as well as certified resolutions approving the execution and delivery of the Agreement. 2.02 Authorized and Outstanding Stock. The authorized capital stock -------------------------------- of CENTURY consists of 1,500,000 shares of common stock. As of the date hereof, 1,500,000 shares of Century Common Stock are issued and outstanding. All of such issued shares are validly issued, fully paid and nonassessable. CENTURY does not have outstanding, and is not bound by, any subscriptions, options, warrants, calls, commitments or agreements to issue any additional shares of its capital stock, including any right of conversion or exchange under any outstanding security or other instrument, and CENTURY is not obligated to issue any shares of its capital stock for any purpose. There are no unsatisfied preemptive rights in respect to the capital stock of CENTURY. 2.03 Subsidiaries, Affiliates, etc. There are no subsidiaries or ----------------------------- affiliates of CENTURY, except for Century Property and Casualty Insurance Company, of which CENTURY presently owns all of the 500,000 shares outstanding. 2.04 Consents, Approvals, Filings, etc., of Governmental --------------------------------------------------- Authorities. Neither the business nor operations of CENTURY requires any - ----------- consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated herein, except for approval of the Oklahoma Insurance Commission. 2.05 Financial Statements. CENTURY has furnished BANCFIRST with the -------------------- audited financial statements of CENTURY at December 31, 1999, and unaudited financial statements of CENTURY for the six months ended June 30, 2000. Such financial statements have been prepared in accordance with statutory accounting principles ("SAP") consistently applied throughout the periods presented, and except as otherwise indicated therein, they present fairly the financial position, results of operations, and the related changes in financial position for such periods in accordance with statutory accounting principles. The financial statements of CENTURY at December 31, 1999 and June 30, 2000 are referred to herein as the "CENTURY Financial Statements". 2.06 Absence of Undisclosed Liabilities. CENTURY has no liabilities ---------------------------------- of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due, which in the aggregate are material to CENTURY's consolidated financial position, except those (i) reflected in the CENTURY Financial Statements, or in the notes thereto as a liability or by adequate reserves therefor, or (ii) incurred in the ordinary course of business of CENTURY since June 30, 2000, all of which have been consistent with past practices. 2.07 Absence of Changes. Since June 30, 2000, there has been no ------------------ Material Adverse Effect to the business, results of operations, prospects, financial condition or liabilities (accrued, absolute, contingent or otherwise), of CENTURY taken as a whole. For purposes of this provision and all other provisions of this Agreement which use the term "Material Adverse Effect," a material adverse effect is hereby defined to be any event or series of events which in the aggregate negatively impact or which have the potential to negatively impact the equity capital of CENTURY by $40,000 or more. There has not been any change in such business, results of operations, prospects, financial condition or liabilities or occurrence of any events of the type prohibited in Section 4.02 hereof (as if the restriction in Section 4.02 ------------ ------------ commenced as of June 30, 2000). Since June 30, 2000, there has been no adverse action taken by any federal or state regulatory agency relating to CENTURY. 2.08 No Violation. The execution and delivery of this Agreement and ------------ the performance of the obligations imposed upon PICKARD and CENTURY hereunder and the consummation of the transactions contemplated herein will not constitute or result in a material breach of any term, condition or provision of, or constitute a default under, or result in the creation of any lien, charge or encumbrance upon any property or assets of CENTURY pursuant to (i) any charter or bylaw, or (ii) any material agreement or other instrument to which CENTURY is a party or by which any part of its property is bound, nor will such execution, delivery, performance or consummation violate any law, regulation, judgment, order or decree binding upon CENTURY, nor will the same result in the loss of, or by their terms materially adversely affect any material license, franchise, certificate, legal privilege or legal right enjoyed or possessed by CENTURY, give any party to any material agreement to which any of them is a party the right of termination or give any lender or noteholder, or any trustee for any lender or noteholder, any right to accelerate the maturity of, or increase the rate of interest with respect to, any material indebtedness as to which CENTURY is the direct or indirect obligor, or to claim any default or breach with respect thereto. 2.09 Tax Matters. For tax periods ending on or prior to December ----------- 31, 1999, and except as disclosed on Schedule 2.09: ------------- (a) The unpaid federal income Taxes (as hereafter defined) of CENTURY do not exceed the reserves for federal income Tax liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and tax income) set forth in the CENTURY Financial Statements. (b) The unpaid Taxes (other than federal income Taxes) of CENTURY do not exceed the reserves for those Taxes set forth on the CENTURY Financial Statements. (c) CENTURY has filed all Tax Returns (as hereafter defined) that it was required to file. All such Tax Returns were correct and complete in all material respects. CENTURY is not the beneficiary of any extension of time within which to file any income Tax Return. (d) There is no material dispute or claim concerning any Tax liability of CENTURY either (i) claimed or raised by any authority in writing or (ii) as to which CENTURY has knowledge based upon personal contact with any agent of such authority. (e) CENTURY has provided BANCFIRST access to correct and complete copies of all federal income Tax Returns, examination reports, and statements of deficiencies assessed against or agreed to by CENTURY since December 31, 1993. All deficiencies asserted or assessments made as a result of any examinations by the Internal Revenue Service and similar examinations by state and local tax authorities have been fully paid at the date hereof, and CENTURY has not waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to an Tax assessment or deficiency. (f) CENTURY is subject to federal income Tax as a "life insurance company" within the meaning of Section 801 of the Internal Revenue Code 1986, as amended (the "Code"). (g) To the knowledge of CENTURY, proper and accurate amounts have been withheld by CENTURY in full and complete compliance with the Tax and social security withholdings provisions of applicable Federal, state, local and foreign law, and such withholdings have been timely paid to the respective governmental authorities. (h) To the knowledge of CENTURY, CENTURY has made all required estimated tax payments sufficient to avoid any underpayment penalties. For purposes of this Section 2.09, "Tax" means any Federal, state, ------------ local or foreign income, gross receipts, license, severance, occupation, capital gains, premium, environmental (including Taxes under Section 59A of the Code), customs, duties, profits, disability, registration, alternative or add-on minimum, estimated, withholding, payroll, employment, unemployment, insurance, social security (or similar), excise, production, sales, use, value-added, occupancy, franchise, real property, personal property, business and occupation, mercantile, windfall profits, capital stock, stamp, transfer, workmen's compensation or other tax, fee, levy or imposition of any kind whatsoever, including any interest, penalties, additions, assessments or deferred liability with respect thereto, or with respect to any information reporting requirements imposed by the Code or any similar provisions of state, local or foreign law, and any interest in respect of such penalties, additions, assessments or deferred liability, whether or not disputed. For purposes of this Section 2.09, "Tax Return" means any return, ------------ report, notice, form, declaration, claim for refund, estimate, election, or information statement or other document relating to any Tax, including any schedule or attachment thereto, and any amendment thereof and any documentation required to be retained by the CENTURY in respect of information reporting requirements imposed by the Code or any similar provisions of foreign, state or local law. 2.10 ERISA Compliance. CENTURY is in compliance in all material ---------------- respects with the requirements of the Employee Retirement Income Security Act of 1974, as amended, as such Act may apply to any bonus, incentive compensation, deferred compensation, profit sharing, retirement, pension, group insurance, disability, death benefit, severance or other benefit plan, trust agreement or arrangement of CENTURY in effect on the date hereof or to become effective after the date hereof (the "CENTURY Benefit Plans"). All of the CENTURY Benefit Plans are fully funded as to past service liabilities and all accrued payments thereunder have been paid. As to any plan purporting to be a qualified plan under Section 401 of the Internal Revenue Code of 1986, all necessary action has been taken to effect and maintain the qualifications of such plan. Any trust established in connection with any such plan has no accrued or contingent liability known to CENTURY, other than obligations to its beneficiaries, including without limitation liabilities for any taxes, and any such trust's fiduciaries have no liabilities, accrued or contingent, known to CENTURY, for breach of duty to such trust. 2.11 Property. CENTURY has marketable title to all real property -------- and good and indefeasible title to all other assets of CENTURY (i) reflected on the CENTURY Financial Statements (ii) thereafter acquired by CENTURY, free and clear of all mortgages, liens, pledges or encumbrances of any nature whatsoever, except for liens for taxes, assessments, governmental charges or levies on its property, if such assessments, governmental charges or levies shall not at the time be due and delinquent or the same thereafter can be paid without penalty, and such encumbrances, purchase money liens and imperfections of title, if any, which do not materially interfere with the present or proposed use of such property or otherwise materially impair the business operations relating to such property; provided, however, that this representation and warranty shall not extend to those assets of CENTURY which in the aggregate are not material to the business, results of operations, prospects or financial condition of CENTURY taken as a whole. All real estate owned by CENTURY will be separately listed on Schedule 2.11. All tangible property and assets of CENTURY, which are material - ------------- to the business, results of operations, prospects of financial condition of CENTURY taken as a whole, have been well maintained and are in good operating condition and repair, in all material respects, except for ordinary wear and tear. 2.12 Additional Schedules to be Furnished to BANCFIRST. In addition ------------------------------------------------- to the Schedules previously delivered to BANCFIRST pursuant to other provisions of this Agreement, PICKARD and CENTURY will deliver to BANCFIRST the following additional Schedules: (a) Certain Contracts, Agreements, Licenses. Schedule 2.12-a --------------------------------------- --------------- will list as of the date hereof (i) each contract, including leases (other than policies of insurance, reinsurance agreements and agent contracts), to which CENTURY is a party which involves or may involve aggregate future payments (whether in payment of debt, as a result of a guarantee or indemnification, for goods or services, royalties or otherwise) by or to any of them of $50,000 or more, other than contracts which may be cancelled without penalty on 30 days' notice or less; (ii) franchises, licenses or other agreements of CENTURY; and (iii) all license agreements to which CENTURY is a party by which CENTURY grants, or is granted, any right to any trademark, trade name, copyright, patent, know-how or other intangible property. (b) Governmental Licenses, Permits. Schedule 2.12-b lists all ------------------------------ --------------- licenses, certificates, permits and other evidences of authority of any regulatory authority, which licenses, certificates, permits and other evidences of authority singly or in the aggregate are material to the business, results of operations, prospects or financial condition of CENTURY taken as a whole. CENTURY has all necessary governmental authorizations to own its properties and assets and to carry on its business, as now being conducted, the absence of which might have a Material Adverse Effect, and there is no proceeding or investigation pending or threatened which would reasonably be expected to lead to the revocation, amendment, failure to renew, limitation, modification, suspension or restriction of any such permit. CENTURY is not operating under any formal or informal agreement or understanding with the regulatory authority of any state which restricts its authority to do business or requires it to take, or refrain from taking, any action otherwise permitted by law. (c) Employee Arrangements. A current list of the names and --------------------- current annual salaries of all present officers and employees of CENTURY will be provided to BANCFIRST prior to closing. (d) Pension, Bonus Plan, etc. Schedule 2.12-d will list as of ------------------------ --------------- the date hereof all of the CENTURY Benefit Plans. (e) Insurance. Schedule 2.12-e will set forth as of the date --------- --------------- thereof a list and description of all policies of fire, liability, casualty and other forms of insurance held by with respect to the operation and assets of CENTURY. CENTURY (i) has adequately insured, by financially sound and reputable insurers, all property of a character usually insured by corporations engaged in the same or similar business similarly situated, against loss or damage of the kinds customarily insured against by such corporations, and (ii) carried, with financially sound and reputable insurers, such other insurance (including, without limitation, liability and blanket bond insurance) and in such amounts as is usually carried by corporations engaged in the same or a similar business, similarly situated. (f) Trademarks, etc. Schedule 2.12-f will set forth as of the --------------- --------------- date hereof a list of all material trademarks, trade names, service marks, patents and licenses in respect thereof registered in the name of CENTURY, or in which it has any right, title or interest, or for which applications are pending. The conduct by CENTURY of its business does not, to CENTURY's knowledge, infringe upon or violate the patents, trademarks, service marks, trade names, trade secrets, copyrights, licenses of right of anyone in any material respect, except as set forth in Schedule 2.12-f. --------------- 2.13 Agreements in Force and Effect. All material contracts, ------------------------------ agreements, plans, leases, licenses, certificates, insurance policies, permits, and franchise and license agreements of CENTURY relating to its business operations and finances are valid and in full force and effect in accordance with their terms, except to the extent in the aggregate not material to the business, results of operations, prospects or financial condition of CENTURY taken as a whole. Except as set forth in Schedule 2.13, CENTURY has not ------------- breached any provision of, or is in default in any material respect under the terms of, any such contract, agreement, plan, lease, license, certificate, insurance policy, permit, franchise or license agreement, except in such respects as in the aggregate are not material to the business, results of operations, prospects or financial condition of CENTURY taken as a whole. CENTURY has not taken or omitted to take any action within its control, which would cause the representations and warranties in this paragraph to be incorrect as of any date subsequent to the Effective Time. 2.14 Litigation, Default. CENTURY has complied with, any laws, ------------------- rules, regulations, ordinances, orders, writ, injunctions or court decrees applicable to it, the failure to comply with which in the aggregate might have a Material Adverse Effect. CENTURY is not subject to any order, ruling, decree or judgment, having continuing effect, of any court, arbitrator or other governmental agency or instrumentality. There are no claims, actions, suits, arbitrations, investigations, disputes or other proceedings pending or, to the knowledge of CENTURY, threatened, which claim, action, suit, arbitration, investigation, dispute or other proceeding might have a Material Adverse Effect; and CENTURY has no knowledge of any reasonable basis for any such claim, action, suit, arbitration, investigation, dispute or other proceeding. 2.15 Labor Matters. There are no labor disputes between CENTURY and ------------- any of its employees or representatives of such employees which in the aggregate might materially adversely affect the business, results of operations, prospects or financial condition of CENTURY taken as a whole. 2.16 Hazardous Substances, Materials, Wastes, etc. (i) No hazardous -------------------------------------------- or toxic materials, including, without limitation, any asbestos or asbestos containing materials, polychlorinated biphenyls, solid, liquid, gaseous or thermal irritant or contaminant or any substances defined as or included in the definition of "hazardous substances," "hazardous waste," or "toxic substances" under any applicable federal or state laws or regulations and including materials to be recycled, reconditioned or reclaimed (collectively hereinafter referred to as "Hazardous Material") are or have been or will be manufactured, used, located on, installed in, transported to or from, generated, stored, buried, released, allowed to escape, discovered upon, or disposed of on, or in a location that has or will adversely affect CENTURY; and (ii) no notice, requests, investigation, administrative order, consent order, agreement, litigation or settlement is proposed, threatened, anticipated or in existence with respect to the presence, suspected presence or potential presence of any Hazardous Material on or about the assets of CENTURY from any source. 2.17 Additional Representations and Warranties Relating to Insurance --------------------------------------------------------------- Business and Related Matters. - ---------------------------- (a) Reserves. The aggregate reserves and other amounts held in -------- respect of liabilities with respect to Insurance Contracts (as hereinafter defined) of CENTURY, as established or reflected in each of the CENTURY Financial Statements referred to in Section 2.05 hereof (i) were computed in ------------ accordance with then accepted actuarial standards consistently applied and are fairly stated in accordance with sound actuarial principles, (ii) are based on actuarial assumptions which produce reserves at least as great as those called for in any policy or contract provision as to reserve basis and method, and are in accordance with all other policy or contract provisions, (iii) meet all requirements of applicable law and exceed the minimum aggregate amounts required thereby, (iv) include provisions for all actuarial reserves and related actuarial statement items which ought to be established; and (v) are adequate on a SAP basis. For purposes of this Section 2.17, "Insurance Contract" shall mean ------------ any contract or agreement of insurance, together with any riders or endorsements thereto, including, but not limited to, life insurance policies, annuity contracts, variable contracts and reinsurance contracts. (b) Absence of Certain Changes. Except as disclosed in a -------------------------- writing to BANCFIRST, specifically identifying the subject matter of the writing as an exception to the matters covered by this Section 2.17(b), or as expressly -------------- contemplated by this Agreement, since June 30, 2000, there has not been: (i) any acquisition of assets or incurrence of liabilities by CENTURY which is not primarily related to the life insurance business of CENTURY; (ii) any change in any material way by CENTURY in underwriting, actuarial or reserving policies or standards; (iii) any material change in the basis for establishing reserves or rates and depreciation or amortization policies of CENTURY, except for any such change as a result of a concurrent change in SAP; (iv) (A) any entering into of any facultative reinsurance contract, other than in the ordinary course of business consistent with past practice, or (B) any commutation of any facultative reinsurance contract, or (C) any entering into or any commutation of any reinsurance treaty, by CENTURY; (v) in the case of CENTURY, any increase or decrease in the percentage of its reinsured business, or any decrease in the amount of its in-force business which has had or would reasonably be expected to have a Material Adverse Effect; (vi) any material insurance transaction by CENTURY other than in the ordinary course of business consistent with past practice; (vii) any significant change by CENTURY in the compensation structure of, or benefits available to, any significant agent or with respect to agents generally; (viii) any agreement or commitment (contingent or otherwise) to do any of the foregoing. (c) Regulatory Filings. ------------------ (i) To the knowledge of PICKARD and CENTURY, the business of CENTURY is being conducted in compliance in all material respects with all applicable laws, including, without limitation, all insurance laws, ordinances, rules, regulations, decrees and orders of any governmental entity, and all material notices, reports, documents and other information required to be filed thereunder within the last three years were properly filed in all material respects and were in compliance in all material respects with such laws. (ii) CENTURY has made available for inspection by BANCFIRST complete copies of all material registrations, filings and submissions made since January 1, 1997 by CENTURY with any governmental entity and any material reports of examinations, including financial, market conduct and any other exams of any kind, issued since January 1, 1997 by any such governmental entity that relate to CENTURY. (iii) To the knowledge of PICKARD and CENTURY, (A) all policy forms issued, reinsured or underwritten by CENTURY that represent at least 5% of its 1999 annualized life insurance premium (i) are, to the extent required under applicable laws in all material respects, approved by the insurance regulatory authority of the jurisdiction where issued or have been filed with and not objected to by such authority within the period provided for objection; and (B) have been filed or registered as required with all other applicable governmental authorities. (iv) To the knowledge of PICKARD and CENTURY, CENTURY has not received information which would reasonably cause it to believe that the financial condition of any other party to any material reinsurance or coinsurance agreements, swap agreements, other derivative instruments or contracts, or any other material agreement is so impaired as to result in a default thereunder. (d) Reinsurance Agreements. Copies of all reinsurance ---------------------- agreements to which CENTURY is a party have previously been provided to BANCFIRST. Each reinsurance agreement to which CENTURY is a party is in full force and effect (except where any such agreement has terminated as to new business pursuant to its terms) and CENTURY is not in material breach of any provision thereof and, to the knowledge of CENTURY, no other party to such reinsurance agreements is in breach or has threatened breach of any provision thereof. (e) Threats of Cancellation. Except as disclosed in a writing ----------------------- to BANCFIRST, specifically identifying the subject matter of the writing as an exception to the matters covered by this Section 2.17(e), since June 30, 2000, --------------- no group of policyholders or persons writing, selling, or producing, either directly or through reinsurance assumed, insurance business, that individually or in the aggregate for each such group or person, respectively, accounted for 5% or more of the premium income of CENTURY for the year ended December 31, 1999, has terminated or, to the knowledge of CENTURY, threatened to terminate its relationship with CENTURY. ARTICLE III Representations and Warranties of BANCFIRST BANCFIRST hereby represents and warrants to PICKARD that: 3.01 Organization, Authority. BANCFIRST is a duly organized ----------------------- corporation, validly existing and in good standing under the laws of the State of Oklahoma, has all requisite corporate power and authority to own and lease its properties, to carry on its business as presently conducted and to carry out the transactions contemplated hereby. 3.02 Corporate Action. BANCFIRST has full corporate power and ---------------- authority to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by BANCFIRST, and is the respective valid and binding agreement of BANCFIRST enforceable in accordance with its terms, subject to laws relating to creditor's rights generally. BANCFIRST will deliver to PICKARD certified resolutions approving the execution and delivery of the Agreement. 3.03 Litigation. There are no claims, actions, suits, arbitrations, ---------- investigations, disputes or other proceedings pending or, to the knowledge of BANCFIRST, threatened, which claim, action, suit, arbitration, investigation, dispute or other proceeding, might adversely affect BANCFIRST's ability to complete the Acquisition. 3.04 Consents, Approvals, Filings, etc. of Governmental Authorities. -------------------------------------------------------------- No characteristic of BANCFIRST or the nature of its business or operations, requires any consent, approval or authorization of, or declaration, filing or registration with, any governmental or regulatory authority in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated herein, except for approval by the Federal Reserve Board and the Oklahoma Insurance Commission. ARTICLE IV Conduct of Business of CENTURY Prior to Effective Date of the Acquisition CENTURY and PICKARD agree that, except as otherwise consented to in writing by BANCFIRST prior to the Effective Time: 4.01 Regular Course of Business of CENTURY. CENTURY will carry on ------------------------------------- its business diligently and substantially in the same manner as heretofore, and will use all reasonable efforts to preserve their present business organizations intact, keep available the services of its present officers, agents and employees and preserve their present relationship with persons having business dealings with it. 4.02 Restricted Activities and Transactions of CENTURY. From and ------------------------------------------------- after the date of this Agreement, CENTURY will not engage in, or permit to happen, any one or more of the following without the prior written consent of BANCFIRST: (a) issue, sell or deliver, split, reclassify, combine or otherwise adjust, or agree to issue, sell or deliver, split, reclassify, combine or otherwise adjust, any stocks, bonds or other corporate securities of which CENTURY is the issuer (whether authorized and unissued or held in treasury), or, grant or issue, or agree to grant or issue, any options, warrants or other rights (including convertible securities) calling for the issue thereof; (b) borrow, or agree to borrow, any funds or voluntarily incur, assume or become subject to, whether directly or by way of guarantee or otherwise, any obligation or liability (absolute or contingent), except in the ordinary course of business or under existing short term lines of credit; (c) mortgage or pledge any of its assets, tangible or intangible, other than securities pledged in the ordinary course of business; (d) sell, lease, exchange or otherwise transfer, or agree to sell, lease, exchange or otherwise transfer, any of its other assets, property or rights to cancel any debts or claims; (e) enter, or agree to enter, into any agreement or arrangement granting any rights or option to purchase any of the assets, property or rights of CENTURY or requiring the consent of any party to the transfer or assignment of any such assets, property or rights; (f) sell or otherwise dispose of (including the granting of any license with respect to), or make or permit any amendment extension, renewal or termination of, or waive any rights under, any agreement listed in Schedule -------- 2.12(a); - ------ (g) make any material change in, or adopt, any profit-sharing, bonus, deferred compensation, insurance, pension, retirement, severance or other employee benefit plan, payment or arrangement or enter into any employment, consulting or management contract, or make any increase in base salaries; (h) enter into any collective bargaining agreement not heretofore in force; (i) except as contemplated by this Agreement, merge or consolidate with any other corporation, acquire control of any other corporation or business entity, or take any steps incident to, or in furtherance of, any of such actions, whether by entering into an agreement providing therefor or otherwise; (j) enter into or extend any contract, agreement, or course of action which may require payments in excess of $5,000 per year; (k) except as required by law or generally accepted accounting principles, make any material alteration in the manner of keeping its books, accounts or records, or in the accounting practices therein reflected; (l) declare, set aside or pay any dividends; (m) directly or indirectly redeem, purchase or otherwise acquire any of its own stock, or make any other distributions of its assets to its shareholders, or reclassify, recapitalize, split up or otherwise adjust any of its capital stock; or (n) amend or alter the Certificate of Incorporation or Bylaws of CENTURY. ARTICLE V Other Obligations 5.01 Full Access. CENTURY shall, during normal business hours, ----------- afford to the officers and authorized representatives of BANCFIRST full access to its properties, books and records in order that they may have full opportunity to make such investigations as they shall desire of the affairs of CENTURY; and CENTURY will furnish BANCFIRST with such additional financial and operating data and other information as to its business and properties as BANCFIRST shall from time to time reasonably request. In the event of the termination and abandonment of the Acquisition all such non-public information shall be held in strict confidence by BANCFIRST and its officers, employees and legal representatives except as may be required in any legal proceeding. 5.02 Consents. BANCFIRST shall use its best efforts to obtain the -------- consents set forth in Section 3.04. PICKARD and CENTURY shall provide all ------------ assistance reasonably requested by BANCFIRST in connection with all necessary regulatory filings and obtaining all required consents. 5.03 Supplements to Information. From time to time prior to the -------------------------- Effective Time, PICKARD and CENTURY will deliver to BANCFIRST in writing information concerning events subsequent to the date hereof in order to keep the information in the Schedules timely, complete and accurate. 5.04 Resignations. At the Closing, all of the directors of CENTURY ------------ other than Emmett Carter shall resign as such as of the Effective Time. 5.05 Further Assurances. Each party hereto agrees to execute and ------------------ deliver such instruments and take such other actions as the other parties may reasonably require in order to carry out the intent of this Agreement. Each party shall use its best efforts to perform and fulfill all conditions and obligations on its part to be performed or fulfilled under this Agreement and to effect the Acquisition in accordance with the terms and conditions of this Agreement. ARTICLE VI Conditions to PICKARD's Obligations Each and every obligation of PICKARD under this Agreement to be performed on or before the Effective Time shall be subject to the satisfaction, on or before the Closing, of the following conditions: 6.01 Representations and Warranties True. The representations and ----------------------------------- warranties contained in Article III hereof shall be in all material respects true and accurate as of the date when made and as of the Closing (except for changes contemplated by this Agreement). BANCFIRST shall have performed and complied in all material respects with each and every covenant, agreement and condition required by this Agreement to be performed or complied with by them prior to or on the Closing. BANCFIRST shall have furnished PICKARD with a certificate of BANCFIRST signed by its President to the foregoing effect. 6.02 No Governmental or Other Proceeding or Litigation. No order of ------------------------------------------------- any court or administrative agency shall be in effect which restrains or prohibits the transactions contemplated hereby or which restricts the right of BANCFIRST to own or operate any part of the business of CENTURY, and no suit, action, investigation, inquiry or proceeding by any governmental body shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby or which challenges the right of BANCFIRST to own or operate any part of the business of CENTURY. 6.03 Approvals and Consents. All approvals of applications to ---------------------- public authorities, federal, state, or local, and any private persons, the granting of which is necessary for the consummation of the Acquisition, shall have been obtained, and all statutory waiting periods with respect thereto shall have expired. ARTICLE VII Conditions to Obligations of BANCFIRST Each and every obligation of BANCFIRST under this Agreement to be performed on or before the Effective Time shall be subject to the satisfaction, on or before the Closing, of the following conditions: 7.01 Representations and Warranties True. The representations and ----------------------------------- warranties contained in Article II hereof shall be in all material respects true and accurate as of the date when made and as of the Closing Date (except for changes contemplated by this Agreement). PICKARD and CENTURY shall have performed and complied in all material respects with each and every covenant, agreement and condition required to be performed or complied with by them prior to or on the Closing. BANCFIRST shall have received a certificate signed by the President of CENTURY and by PICKARD to the foregoing effect. 7.02 No Governmental or Other Proceeding or Litigation. No order of ------------------------------------------------- any court or administrative agency shall be in effect which restrains or prohibits the transactions contemplated hereby or which restricts the right of BANCFIRST to own or operate any part of the business of CENTURY and no suit, action, investigation, inquiry or proceeding by any governmental body shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby or which challenges the right of BANCFIRST to own or operate any part of the business of CENTURY. 7.03 Approvals and Consents. All approvals of applications to ---------------------- public authorities, federal, state or local, and any private persons, the granting of which is necessary for the consummation of the Acquisition, for preventing the termination of any material right, privilege, license or agreement of, or any material loss or disadvantage to, or the withholding of which might have a Material Adverse Effect on the business, results of operations, prospects or financial condition of CENTURY taken as a whole, upon the consummation of the Acquisition, shall have been obtained, and all statutory waiting periods with respect thereto shall have expired. With respect to the approval of state and federal bank holding company or other regulatory agency, as described in Section 3.04 hereof, the form and substance of such approvals ------------ shall be satisfactory to BANCFIRST in its sole discretion. 7.04 Secretary's Certificate. BANCFIRST shall have received a ----------------------- certificate, dated the Closing, from the Secretary of CENTURY which certifies to the number of shares of Century Common Stock which were issued and outstanding as of the close of business on the business day immediately preceding the date of such certificate. 7.05 No Material Adverse Change. There shall not have occurred -------------------------- since the date of the CENTURY Financial Statements, any change in the business, properties, operations, assets or condition (jurisdictionally or otherwise) of CENTURY taken as a whole that would result in a Material Adverse Effect. ARTICLE VIII Survival and Indemnification 8.01 Survival. -------- (a) All representations, warranties, covenants and agreements made in this Agreement shall survive the Closing and shall not be extinguished by the Closing or any investigation made by or on behalf of any party hereto, for a period of one (1) year after the Closing Date. (b) All claims by PICKARD for indemnification pursuant to Section 8.03, and all claims by BANCFIRST for indemnification pursuant to - ------------ Section 8.02, must be made within one (1) year of the Closing Date (the - ------------ "Indemnification Termination Date") or shall be forever barred. Provided, however, that claims first made in good faith and in writing in reasonable detail prior to the Indemnification Termination Date may be pursued until they are finally resolved. 8.02 BANCFIRST's Losses. PICKARD hereby agrees, subject to Sections ------------------ -------- 8.01 and 8.04, to indemnify BANCFIRST, and, effective at Closing and without - ---- ---- duplication, CENTURY, and save and hold them harmless from, against, for and in respect of any and all damages (including, without limitation, amounts paid in settlement with PICKARD's consent), losses, obligations, liabilities, liens, deficiencies, costs and expenses, including, without limitation, reasonable attorneys' fees and other costs and expenses incident to any suit, action, investigation, claim or proceeding (hereinafter referred to collectively as "BANCFIRST's Losses"), to the extent BANCFIRST's Losses are related to or arise by reason of: (i) the breach by PICKARD or CENTURY of any provisions of this Agreement, including any representation or warranty made by PICKARD or CENTURY in or pursuant to this Agreement being untrue or incorrect in any material respect; (ii) any material failure by PICKARD or CENTURY to observe or perform its covenants and agreements set forth in this Agreement; or (iii) any claim relating to the conduct of the business of CENTURY before the Closing Date that has not previously been disclosed to BANCFIRST in writing. 8.03 PICKARD's Losses. BANCFIRST agrees, subject to Sections 8.01 ---------------- ------------- and 8.04, to indemnify PICKARD and save and hold PICKARD harmless from, against, ---- for and in respect of any and all damages (including, without limitation, amounts paid in settlement with BANCFIRST's consent), losses, obligations, liabilities, claims, deficiencies, cost and expenses, including, without limitation, reasonable attorneys' fees and other costs and expenses incident to any suit, action, investigation, claim or proceeding (hereinafter referred to collectively as "PICKARD's Losses"), to the extent PICKARD's Losses are related to or arise by reason of: (i) the breach by BANCFIRST of any provision of this Agreement, including any representation or warranty made by BANCFIRST in or pursuant to this Agreement being untrue or incorrect in any material respect; (ii) any material failure by BANCFIRST to observe or perform its covenants and agreements set forth in this Agreement. 8.04 Notice of Loss. Notwithstanding anything herein contained, -------------- neither BANCFIRST nor PICKARD shall have any liability under the indemnity provisions of this Agreement with respect to a particular matter unless a notice setting forth in reasonable detail the claim which is asserted has been given to the Indemnifying Party (hereafter defined) within five (5) days after the Indemnified Party becomes aware of such claim and, in addition, if such matter arises out of a suit, action, investigation or proceeding, such notice is given within five (5) days after the Indemnified Party (hereafter defined) shall have been given notice of the commencement of a suit, action, investigation or proceeding. With respect to BANCFIRST's Losses pursuant to Section 8.02 hereof, ------------ PICKARD shall be the Indemnifying Party and BANCFIRST and/or CENTURY shall be the Indemnified Party. With respect to PICKARD Losses pursuant to Section 8.03 ------------ hereof, BANCFIRST shall be the Indemnifying Party and PICKARD shall be the Indemnified Party. The Indemnifying Party shall have 20 days from the date the notice is given in accordance with this Section (the "Notice Period") to notify the Indemnified Party whether it disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such claims and whether it desires, at the sole cost and expense of the Indemnifying Party, to defend the Indemnified Party against such claims. Notwithstanding the foregoing, any Indemnified Party is hereby authorized prior to and during the Notice Period to file any motion, answer or other pleading that it shall deem necessary or appropriate to protect its interests or those of the Indemnifying Party (and of which it shall have given notice and opportunity to comment to the Indemnifying Party) and that is not prejudicial to the Indemnifying Party. 8.05 Right to Defend. Upon receipt of notice of any suit, action, --------------- investigation, claim or proceeding for which indemnification might be claimed by an Indemnified Party, the Indemnifying Party shall be entitled promptly to defend, contest or otherwise protect against such suit, action, investigation, claim or proceeding at its own cost and expense, including the right to invoke any arbitration proceeding available in the dispute. The Indemnified Party shall give the Indemnifying Party access to all records relating to such claim and will cooperate fully with the Indemnifying Party in the defense of such claim and will assign to the Indemnifying Party rights against third parties which might have responsibility to the Indemnified Party for such claim. The Indemnified Party shall have the right, but not the obligation, to participate at its own expense in a defense thereof by counsel of its own choosing, but the Indemnifying Party shall be entitled to control the defense unless the Indemnified Party has relieved the Indemnifying Party from liability with respect to the particular matter. If the Indemnifying Party fails to assume defense of the matter by the end of the Notice Period after receiving the notice, as set forth in Section 8.04, relating to any such suit, action, ------------ investigation, claim or proceeding, the Indemnified Party shall have the right, but not the obligation, to defend, contest or otherwise protect against the same and make any compromise or settlement thereof, with counsel of its choosing, and recover the entire cost thereof from the Indemnifying Party including reasonable attorneys' fees, disbursements and all amounts paid as a result of such suit, action, investigation, claim or proceeding or the compromise or settlement thereof. However, if the Indemnifying Party undertakes the defense of such matters after the Indemnified Party has began the defense, the Indemnified Party shall be entitled to recover from the Indemnifying Party any legal or other expenses incurred by the Indemnified Party in connection with the defense thereof. ARTICLE IX Termination and Abandonment 9.01 Methods of Termination. Anything herein to the contrary ---------------------- notwithstanding, this Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time, as follows: (a) by mutual consent of the Board of Directors of BANCFIRST and the General Partners of PICKARD; (b) prior to the Effective Time by (i) the General Partners of PICKARD; or (ii) the Board of Directors of BANCFIRST, if there has been a material misrepresentation or a breach of warranty or of a covenant on the part of the other party in the representations, warranties and covenants set forth herein or in any schedule or certificate delivered pursuant hereto; or (c) by either Party, if the Acquisition has not become effective by February 1, 2001. 9.02 Requirements and Effect of Termination. In the event of -------------------------------------- termination and abandonment by the General Partners of PICKARD or by the Board of Directors of BANCFIRST, or both, pursuant to Section 9.01, written notice ------------ thereof shall forthwith be given to the other party, and no party hereto shall have any liability or further obligation to the other party to this Agreement, except as provided in the last sentence of Section 5.01, unless such termination ------------ results from a material breach of this Agreement or misrepresentation when made of a material fact represented herein or any schedule or certificate delivered pursuant thereto. 9.03 Expenses. In the event this Agreement is terminated in the -------- absence of a misrepresentation of a material part or a material breach on the part of either party, each party shall bear its own costs related to the transactions contemplated hereby. ARTICLE X Miscellaneous Provisions 10.01 Waiver of Compliance. Any failure of PICKARD, CENTURY or -------------------- BANCFIRST to comply with any obligation, covenant, agreement or condition herein may be expressly waived (to the extent permitted under applicable law) in writing by the Chief Financial Officer of BANCFIRST or the General Partners of PICKARD, as the case may be; provided, however, such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. 10.02 Notices. Any notice or communication required or permitted to ------- be made hereunder shall be in writing, and shall be deemed to have been made if delivered personally or by facsimile, receipt confirmed, or if mailed, by registered or certified mail, return receipt requested, to the parties at the addresses shown below. The date of personal delivery shall be the date of giving notice, or if mailed in the manner prescribed above, notice shall be deemed to have been given three (3) business days after the mailing. To PICKARD: Mr. David R. Rainbolt, Managing Partner 101 N. Broadway, Suite 800 Oklahoma City, OK 73102 To BANCFIRST: Mr. Joe T. Shockley, Jr., Executive Vice President and Chief Financial Officer 101 N. Broadway, Suite 800 Oklahoma City, Oklahoma 73102 To CENTURY: Mr. Emmett Carter, President 101 N. Broadway, Suite 950 Oklahoma City, OK 73102 10.03 Publicity. BANCFIRST and PICKARD shall cooperate with each --------- other in the development and distribution of all news releases and other public disclosures concerning this Agreement and shall not issue any news release or make any other public disclosure without the prior consent of the other party, unless such is required by law upon the written advice of counsel or is in response to published newspaper or other mass reports regarding the transaction contemplated hereby, in which such latter events the parties shall consult with each other regarding such responsive public disclosure (before issuing any written press release or other written response). 10.04 Return of Documents. Upon termination of this Agreement ------------------- without the Acquisition becoming effective, each party shall deliver to the other originals and all copies of all information made available to such party by the other and will not retain any copies, extracts or other reproductions in whole or in part of such information. 10.05 Assignment. This Agreement and all of the provisions hereof ---------- shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by either of the parties hereto without the prior written consent of the other party. 10.06 Governing Law. This Agreement and the legal relations between ------------- the parties hereto shall be governed by and construed in accordance with the laws of the State of Oklahoma, except insofar as the internal law of any other political entity or jurisdiction shall specifically and mandatorily apply to any of the transactions contemplated hereby. 10.07 Counterparts. This Agreement may be executed simultaneously in ------------ two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 10.08 Headings. The headings of the Sections of this Agreement are -------- inserted for convenience only and shall not constitute a part hereof. 10.09 Entire Agreement. This Agreement, the Schedules, other ---------------- documents, writings or deliverables referred to herein which form a part hereof, contains the entire understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, representations, warranties, covenants or undertakings, other than those expressly set forth or referred to herein. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered all as of the day and year first above written. BANCFIRST: BANCFIRST CORPORATION By: /s/ Joe T. Shockley, Jr. -------------------------------------------- Joe T. Shockley, Jr., Executive Vice President and Chief Financial Officer PICKARD: PICKARD LIMITED PARTNERSHIP By: /s/ David E. Rainbolt -------------------------------------------- David E. Rainbolt, Managing Partner CENTURY: CENTURY LIFE ASSURANCE COMPANY By: /s/ Emmett Carter -------------------------------------------- Emmett Carter, President EX-22.1 5 0005.txt SUBSIDIARIES OF REGISTRANT BANCFIRST CORPORATION EXHIBIT 22.1 BANCFIRST CORPORATION SUBSIDIARIES Subsidiaries of BancFirst Corporation
State of Percentage Subsidiary Name Incorporation Of Ownership - --------------- -------------- -------------- BancFirst Oklahoma 100.00% First Southwest Bank Oklahoma 100.00% BFC Capital Trust I Delaware 100.00% Century Life Assurance Company Oklahoma 75.00% Century Property and Casualty Company Oklahoma 75.00% Council Oak Partners LLC Oklahoma 100.00%
Subsidiaries of BancFirst
State of Percentage Subsidiary Name Incorporation Of Ownership - --------------- --------------- -------------- BancFirst Investment Corporation Oklahoma 100.00% Citibanc Insurance Agency, Inc. Oklahoma 100.00% BancFirst Agency, Inc. Oklahoma 100.00% Lenders Collection Corporation Oklahoma 100.00% Express Financial Corporation Oklahoma 100.00% Mojave Asset Management Company Nevada 100.00% Desert Asset Management Company Nevada 100.00% Delamar Asset Management Limited Partnership Nevada 100.00%
EX-23.1 6 0006.txt CONSENT OF PRICEWATERHOUSECOOPERS LLP BANCFIRST CORPORATION EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in these Registration Statements on Form S-4/A (File No. 333-59913) and Form S-8 (File No.'s 333-31886 and 333-65129) of our report dated April 2, 1999 relating to the consolidated financial statements, which appears in BancFirst Corporation's Annual Report on Form 10-K for the year ended December 31, 2000. We also consent to the reference to us under the heading "Experts" in such Registration Statement. PricewaterhouseCoopers LLP Oklahoma City, Oklahoma March 26, 2001 -----END PRIVACY-ENHANCED MESSAGE-----