10-Q 1 d10q.htm FORM 10-Q Form 10-Q

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2005

 

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                      to                     

 

Commission File Number 0-14384

 

BancFirst Corporation

(Exact name of registrant as specified in charter)

 

Oklahoma   73-1221379
(State or other Jurisdiction of
incorporation or organization)
  (I.R.S. Employer
Identification No.)

 

101 N. Broadway, Oklahoma City, Oklahoma

73102-8401

(Address of principal executive offices)

(Zip Code)

 

(405) 270-1086

(Registrant’s telephone number, including area code)

 


(Former name, former address and former fiscal year, if changed since last report)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨.

 

Indicate by checkmark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes x No ¨.

 

As of April 30, 2005 there were 7,788,622 shares of the registrant’s Common Stock outstanding.

 



 

PART I – FINANCIAL INFORMATION

 

Item 1. Financial Statements.

 

BANCFIRST CORPORATION

CONSOLIDATED BALANCE SHEETS

(Unaudited)

(Dollars in thousands)

 

     March 31,

    December 31,
2004


 
     2005

    2004

   

ASSETS

                        

Cash and due from banks

   $ 129,143     $ 129,806     $ 100,564  

Interest-bearing deposits with banks

     15,969       3,363       15,643  

Federal funds sold

     93,000       253,000       130,000  

Securities (market value: $531,882, $582,975, and $561,242, respectively)

     531,331       581,059       560,234  

Loans:

                        

Total loans (net of unearned interest)

     2,147,543       1,940,883       2,093,515  

Allowance for loan losses

     (26,256 )     (26,403 )     (25,746 )
    


 


 


Loans, net

     2,121,287       1,914,480       2,067,769  

Premises and equipment, net

     69,605       67,201       68,643  

Other real estate owned

     1,767       3,401       2,035  

Intangible assets, net

     6,001       4,542       6,203  

Goodwill

     30,046       27,881       30,046  

Accrued interest receivable

     19,524       18,909       18,723  

Other assets

     50,542       48,173       47,117  
    


 


 


Total assets

   $ 3,068,215     $ 3,051,815     $ 3,046,977  
    


 


 


LIABILITIES AND STOCKHOLDERS’ EQUITY

                        

Deposits:

                        

Noninterest-bearing

   $ 815,861     $ 753,102     $ 807,474  

Interest-bearing

     1,859,053       1,919,918       1,849,960  
    


 


 


Total deposits

     2,674,914       2,673,020       2,657,434  

Short-term borrowings

     28,737       22,779       27,707  

Accrued interest payable

     3,552       2,960       3,884  

Other liabilities

     22,689       25,731       18,542  

Long-term borrowings

     6,632       9,585       7,815  

Junior subordinated debentures

     51,804       51,804       51,804  

Minority interest

     2,258       2,373       2,294  
    


 


 


Total liabilities

     2,790,586       2,788,252       2,769,480  
    


 


 


Commitments and contingent liabilities

                        

Stockholders’ equity:

                        

Senior preferred stock, $1.00 par; 10,000,000 shares authorized; none issued

     —         —         —    

Cumulative preferred stock, $5.00 par; 900,000 shares authorized; none issued

     —         —         —    

Common stock, $1.00 par, 20,000,000 shares authorized; shares issued and outstanding: 7,788,247, 7,830,040 and 7,840,796, respectively

     7,788       7,830       7,841  

Capital surplus

     63,268       60,993       63,054  

Retained earnings

     207,944       183,128       203,450  

Accumulated other comprehensive income (loss), net of income tax (benefit) of $(1,065), $5,567 and $1,187, respectively

     (1,371 )     11,612       3,152  
    


 


 


Total stockholders’ equity

     277,629       263,563       277,497  
    


 


 


Total liabilities and stockholders’ equity

   $ 3,068,215     $ 3,051,815     $ 3,046,977  
    


 


 


 

The accompanying notes are an integral part of these consolidated financial statements.

 

2


 

BANCFIRST CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(Dollars in thousands, except per share data)

 

     Three Months Ended
March 31,


 
     2005

    2004

 

INTEREST INCOME

                

Loans, including fees

   $ 33,074     $ 28,550  

Securities:

                

Taxable

     5,575       5,081  

Tax-exempt

     320       390  

Federal funds sold

     599       490  

Interest-bearing deposits with banks

     125       18  
    


 


Total interest income

     39,693       34,529  
    


 


INTEREST EXPENSE

                

Deposits

     6,617       5,571  

Short-term borrowings

     162       79  

Long-term borrowings

     105       157  

Junior subordinated debentures

     1,103       802  
    


 


Total interest expense

     7,987       6,609  
    


 


Net interest income

     31,706       27,920  

Provision for loan losses

     792       720  
    


 


Net interest income after provision for loan losses

     30,914       27,200  
    


 


NONINTEREST INCOME

                

Trust revenue

     1,168       1,034  

Service charges on deposits

     6,252       6,612  

Income from sales of loans

     320       266  

Insurance commissions and premiums

     1,574       742  

Other

     3,034       3,048  
    


 


Total noninterest income

     12,348       11,702  
    


 


NONINTEREST EXPENSE

                

Salaries and employee benefits

     16,277       15,805  

Occupancy and fixed assets expense, net

     1,626       1,622  

Depreciation

     1,468       1,370  

Amortization of intangible assets

     202       185  

Data processing services

     590       655  

Net expense from other real estate owned

     51       80  

Marketing and business promotion

     749       715  

Other

     6,015       5,760  
    


 


Total noninterest expense

     26,978       26,192  
    


 


Income before taxes

     16,284       12,710  

Income tax expense

     (5,397 )     (4,519 )
    


 


Net income

     10,887       8,191  

Other comprehensive income, net of tax:

                

Unrealized gains (losses) on securities

     (4,523 )     1,775  

Reclassification adjustment for gains included in net income

     —         —    
    


 


Comprehensive income

   $ 6,364     $ 9,966  
    


 


NET INCOME PER COMMON SHARE

                

Basic

   $ 1.39     $ 1.05  
    


 


Diluted

   $ 1.36     $ 1.03  
    


 


 

The accompanying notes are an integral part of these consolidated financial statements.

 

3


 

BANCFIRST CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited)

(Dollars in thousands)

 

     Three Months Ended
March 31,


 
     2005

    2004

 

CASH FLOWS FROM OPERATING ACTIVITIES

   $ 37,312     $ 32,625  
    


 


INVESTING ACTIVITIES

                

Purchases of securities:

                

Held for investment

     (2,300 )     —    

Available for sale

     (10,665 )     (52,592 )

Maturities of securities:

                

Held for investment

     2,429       2,878  

Available for sale

     31,459       33,964  

Proceeds from sales and calls of securities:

                

Held for investment

     215       771  

Available for sale

     505       372  

Net decrease (increase) in federal funds sold

     37,000       (147,191 )

Purchases of loans

     (2,781 )     (381 )

Proceeds from sales of loans

     24,029       7,901  

Net other increase in loans

     (97,424 )     (20,555 )

Purchases of premises, equipment and other

     (3,122 )     (2,235 )

Proceeds from the sale of other real estate owned, repossessed assets and other

     1,153       1,434  
    


 


Net cash used in investing activities

     (19,502 )     (175,634 )
    


 


FINANCING ACTIVITIES

                

Net increase in demand, transaction and savings deposits

     26,266       93,132  

Net decrease in certificates of deposits

     (8,786 )     (5,802 )

Net increase in short-term borrowings

     1,030       6,169  

Net decrease in long-term borrowings

     (1,183 )     (1,478 )

Issuance of junior subordinated debentures

     —         26,804  

Issuance of common stock

     221       181  

Acquisition of common stock

     (4,256 )     —    

Cash dividends paid

     (2,197 )     (1,956 )
    


 


Net cash provided by financing activities

     11,095       117,050  
    


 


Net increase (decrease) in cash and due from banks

     28,905       (25,959 )

Cash and due from banks at the beginning of the period

     116,207       159,128  
    


 


Cash and due from banks at the end of the period

   $ 145,112     $ 133,169  
    


 


SUPPLEMENTAL DISCLOSURE

                

Cash paid during the period for interest

   $ 8,319     $ 7,390  
    


 


Cash paid during the period for income taxes

   $ 1,188     $ —    
    


 


 

The accompanying notes are an integral part of these consolidated financial statements.

 

4


 

BANCFIRST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Dollars in thousands, except per share data)

 

(1) GENERAL

 

The accompanying consolidated financial statements include the accounts of BancFirst Corporation, Century Life Assurance Company, Council Oak Partners, LLC, Wilcox & Jones, Inc., and BancFirst and its subsidiaries (the “Company”). The operating subsidiaries of BancFirst are Council Oak Investment Corporation, Citibank Insurance Agency, Inc., BancFirst Agency, Inc., Lenders Collection Corporation, and PremierSource LLC. Three other operating subsidiaries of BancFirst, Mojave Asset Management Company, Desert Asset Management Company, and Delamar Asset Limited Partnership, were liquidated and dissolved in August 2004. One other operating subsidiary of BancFirst, Express Financial Corporation, was liquidated and dissolved in December 2004. All significant intercompany accounts and transactions have been eliminated. Assets held in a fiduciary or agency capacity are not assets of the Company and, accordingly, are not included in the consolidated financial statements.

 

The unaudited interim financial statements contained herein reflect all adjustments which are, in the opinion of management, necessary to provide a fair statement of the financial position and results of operations of the Company for the interim periods presented. All such adjustments are of a normal and recurring nature. There have been no significant changes in the accounting policies of the Company since December 31, 2004, the date of the most recent annual report. Certain amounts in the 2004 financial statements have been reclassified to conform to the 2005 presentation.

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States inherently involves the use of estimates and assumptions that affect the amounts reported in the financial statements and the related disclosures. These estimates relate principally to the determination of the allowance for loan losses, income taxes and the fair values of financial instruments. Such estimates and assumptions may change over time and actual amounts realized may differ from those reported.

 

(2) STOCK-BASED COMPENSATION

 

The Company uses the intrinsic value method, as described in Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB 25”) and related interpretations, for accounting for its stock-based compensation. Statement of Financial Accounting Standards No. 123, “Accounting for Stock-Based Compensation” (“FAS 123”), as amended by Statement of Financial Accounting Standards No. 148, “Accounting for Stock-Based Compensation-Transition and Disclosure-an amendment of FASB Statement No. 123,” which, if fully adopted by the Company, would change the method the Company applies in recognizing the cost of these plans to the fair value method. Adoption of the cost recognition provisions of FAS 123 has been optional and the Company has not adopted such provisions as discussed in note (3). However, pro forma disclosures as if the Company adopted the cost recognition provisions of FAS 123 in 1995 are required and are presented below.

 

     Three Months Ended March 31,

     2005

   2004

     As Reported

   Pro Forma

   As Reported

   Pro Forma

APB 25 charge

   $ —      $ —      $ —      $ —  

FAS 123 charge

     —        133      —        162

Net income

     10,887      10,754      8,191      8,029

Net income per share:

                           

Basic

   $ 1.39    $ 1.37    $ 1.05    $ 1.03

Diluted

     1.36      1.34      1.03      1.01

 

The effects of applying FAS No. 123 to the pro forma disclosure are not indicative of future results. FAS No. 123 does not apply to grants of options prior to 1995 and the Company anticipates making additional grants in the future.

 

5


(3) RECENT ACCOUNTING PRONOUNCEMENTS

 

In March 2004, the Financial Accounting Standards Board (FASB) Emerging Issues Task Force (EITF) released Issue 03-01, “Meaning of Other Than Temporary Impairment,” which addressed other-than-temporary impairment for certain debt and equity investments. The recognition and measurement requirements of Issue 03-01, and other disclosure requirements not already implemented, were effective for periods beginning after June 15, 2004. In September 2004, the FASB staff issued FASB Staff Position (FSP) EITF 03-1-1, which delayed the effective date for certain measurement and recognition guidance contained in Issue 03-1. The FSP requires the application of pre-existing other-than-temporary guidance during the period of delay until a final consensus is reached. The adoption of this standard is not expected to have a material effect on the Company’s consolidated financial statements.

 

In December 2004, the FASB revised FAS 123, “Accounting for Stock-Based Compensation”(FAS 123R). FAS 123R establishes accounting requirements for share-based compensation to employees and carries forward prior guidance on accounting for awards to nonemployees. This statement applies to all awards granted after the required effective date and to awards modified, repurchased or cancelled after that date. The cumulative effect of initially applying this statement, if any, is recognized as of the required effective date. This statement requires a public entity to measure and recognize the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). The grant-date fair value of employee share options and similar instruments will be estimated using option-pricing models adjusted for the unique characteristics of those instruments. If an equity award is modified after the grant date, incremental compensation cost will be recognized in an amount equal to the excess of the fair value of the modified award over the fair value of the original award immediately before the modification. As of the required effective date, all public entities that used the fair-value based method for either recognition or disclosure under SFAS No. 123 will apply this statement using a modified version of prospective application. Under that transition method, compensation cost is recognized on or after the required effective date for the portion of outstanding awards for which the requisite service has not yet been rendered, based on the grant-date fair value of those awards calculated under SFAS No. 123 for either recognition or pro forma disclosures. For periods prior to the required effective date, those entities may elect to apply a modified version of retrospective application under which financial statements for prior periods are adjusted on a basis consistent with the pro forma disclosures required for those periods by SFAS No. 123. Adoption of SFAS No. 123(R) is required for public entities as of the beginning of the first fiscal year beginning after June 15, 2005. The Company will adopt this new standard effective January 1, 2006. The adoption of this standard is not expected to have a material effect on the Company’s consolidated financial statements.

 

(4) RECENT DEVELOPMENTS; MERGERS, ACQUISITIONS AND DISPOSALS

 

In January 2004, BancFirst Corporation established BFC Capital Trust II (“BFC II”), a trust formed under the Delaware Business Trust Act. BancFirst Corporation owns all of the common securities of BFC II. In February 2004, BFC II issued $25,000 of aggregate liquidation amount of 7.20% Cumulative Trust Preferred Securities (the “Trust Preferred Securities”) to other investors. In March 2004, BFC II issued an additional $1,000 in Trust Preferred Securities through the execution of an over-allotment option. The proceeds from the sale of the Trust Preferred Securities and the common securities of BFC II were invested in $26,804 of 7.20% Junior Subordinated Debentures of BancFirst Corporation. Interest payments on the 7.20% Junior Subordinated Debentures are payable January 15, April 15, July 15 and October 15 of each year. Such interest payments may be deferred for up to twenty consecutive quarters. The stated maturity date of the 7.20% Junior Subordinated Debentures is March 31, 2034, but they are subject to mandatory redemption pursuant to optional prepayment terms. The Trust Preferred Securities represent an undivided interest in the 7.20% Junior Subordinated Debentures, are guaranteed by BancFirst Corporation, and 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.

 

In October 2004, the Company completed the acquisition of Wilcox & Jones, Inc., an independent insurance agency headquartered in Tulsa, Oklahoma for $4.8 million. The purchase price included $4.0 million in cash and $800 in notes payable. As a result of the acquisition, Wilcox & Jones was merged into the Company and became a wholly-owned subsidiary of BancFirst Corporation. The acquisition was accounted for as a purchase. Accordingly, the effects of the acquisition have been included in the Company’s consolidated financial statements from the date of the acquisition forward.

 

6


(5) SECURITIES

 

The table below summarizes securities held for investment and securities available for sale.

 

     March 31,

  

December 31,

2004


     2005

   2004

  

Held for investment at cost (market value; $32,364, $36,732 and $33,168, respectively)

   $ 31,813    $ 34,816    $ 32,160

Available for sale, at market value

     499,518      546,243      528,074
    

  

  

Total

   $ 531,331    $ 581,059    $ 560,234
    

  

  

 

The table below summarizes the maturity of securities.

 

     March 31,

  

December 31,

2004


     2005

   2004

  

Contractual maturity:

                    

Within one year

   $ 147,684    $ 146,027    $ 126,205

After one year but within five years

     339,720      372,740      400,799

After five years

     28,311      36,389      17,794
    

  

  

Total debt securities

     515,715      555,156      544,798

Equity securities

     15,616      25,903      15,436
    

  

  

Total

   $ 531,331    $ 581,059    $ 560,234
    

  

  

 

At March 31, 2005, the Company held 141 debt securities available for sale that had unrealized gains. These securities had a market value totaling $190,904 and unrealized gains totaling $2,203. The Company also held 89 debt securities available for sale that had unrealized losses. These securities had a market value totaling $292,574 and unrealized losses totaling $5,615. These unrealized losses occurred due to increases in interest rates and spreads and not as a result of a decline in credit quality. The Company has both the intent and ability to hold these debt securities until the unrealized losses are recovered.

 

7


(6) LOANS AND ALLOWANCE FOR LOAN LOSSES

 

The following is a schedule of loans outstanding by category:

 

     March 31,

    December 31,
2004


 
     2005

    2004

   
     Amount

   Percent

    Amount

   Percent

    Amount

   Percent

 

Commercial and industrial

   $ 406,461    18.93 %   $ 390,235    20.11 %   $ 382,438    18.27 %

Agriculture

     87,095    4.06       80,381    4.14       93,691    4.48  

State and political subdivisions:

                                       

Taxable

     3,084    0.14       2,979    0.15       3,093    0.15  

Tax-exempt

     14,956    0.70       17,221    0.89       15,822    0.76  

Real Estate:

                                       

Construction

     180,306    8.40       137,540    7.09       152,402    7.28  

Farmland

     82,831    3.86       85,044    4.38       83,887    4.01  

One to four family residences

     509,084    23.71       454,643    23.42       502,015    23.98  

Multifamily residential properties

     11,827    0.55       10,027    0.52       11,987    0.57  

Commercial

     537,440    25.03       476,898    24.57       544,370    26.00  

Consumer

     277,591    12.93       263,733    13.59       273,548    13.07  

Other

     36,868    1.69       22,182    1.14       30,262    1.43  
    

  

 

  

 

  

Total loans

   $ 2,147,543    100.00 %   $ 1,940,883    100.00 %   $ 2,093,515    100.00 %
    

  

 

  

 

  

Loans held for sale (included above)

   $ 10,511          $ 6,554          $ 9,066       
    

        

        

      

 

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:

 

     Three Months Ended
March 31,


 
     2005

    2004

 

Balance at beginning of period

   $ 25,746     $ 26,148  
    


 


Charge-offs

     (476 )     (700 )

Recoveries

     194       235  
    


 


Net charge-offs

     (282 )     (465 )
    


 


Provisions charged to operations

     792       720  
    


 


Balance at end of period

   $ 26,256     $ 26,403  
    


 


 

8


The net charge-offs by category are summarized as follows:

 

     Three Months Ended
March 31,


     2005

   2004

Commercial, financial and other

   $ 88    $ 119

Real estate – construction

     —        1

Real estate – mortgage

     10      68

Consumer

     184      277
    

  

Total

   $ 282    $ 465
    

  

 

(7) NONPERFORMING AND RESTRUCTURED ASSETS

 

Below is a summary of nonperforming and restructured assets:

 

     March 31,

   

December 31,

2004


 
     2005

    2004

   

Past due over 90 days and still accruing

   $ 1,691     $ 2,266     $ 3,149  

Nonaccrual

     8,863       13,663       8,688  

Restructured

     544       428       362  
    


 


 


Total nonperforming and restructured loans

     11,098       16,357       12,199  

Other real estate owned and repossessed assets

     2,150       3,796       2,513  
    


 


 


Total nonperforming and restructured assets

   $ 13,248     $ 20,153     $ 14,712  
    


 


 


Nonperforming and restructured loans to total loans

     0.52 %     0.84 %     0.58 %
    


 


 


Nonperforming and restructured assets to total assets

     0.43 %     0.66 %     0.48 %
    


 


 


 

(8) INTANGIBLE ASSETS AND GOODWILL

 

The following is a summary of intangible assets:

 

     March 31,

   

December 31,

2004


 
     2005

    2004

   
     Gross
Carrying
Amount


   Accumulated
Amortization


    Gross
Carrying
Amount


   Accumulated
Amortization


    Gross
Carrying
Amount


   Accumulated
Amortization


 

Core deposit intangibles

   $ 6,297    $ (2,540 )   $ 7,981    $ (3,439 )   $ 6,297    $ (2,370 )

Customer relationship intangibles

     2,308      (64 )     —        —         2,308      (32 )
    

  


 

  


 

  


Total

   $ 8,605    $ (2,604 )   $ 7,981    $ (3,439 )   $ 8,605    $ (2,402 )
    

  


 

  


 

  


 

Amortization of intangible assets and estimated amortization of intangible assets are as follows:

 

Amortization:

      

Three months ended March 31, 2005

   $ 202

Three months ended March 31, 2004

     185

Year ended December 31, 2004

     831

Estimated Amortization:

      

Year ended December 31,

      

2005

   $ 804

2006

     767

2007

     606

2008

     512

2009

     512

 

9


The following is a summary of goodwill by business segment:

 

     Metropolitan
Banks


    Community
Banks


   Other
Financial
Services


   Executive,
Operations
& Support


   Eliminations

    Consolidated

 

Three Months Ended March 31, 2005

                                             

Balance at beginning and end of period

   $ 12,819     $ 14,212    $ 2,485    $ 1,713    $ (1,183 )   $ 30,046  
    


 

  

  

  


 


Three Months Ended March 31, 2004

                                             

Balance at beginning of period

   $ 12,993     $ 14,088    $ —      $ 1,713    $ (1,183 )   $ 27,611  

Acquisitions

     146       124      —        —        —         270  
    


 

  

  

  


 


Balance at end of period

   $ 13,139     $ 14,212    $ —      $ 1,713    $ (1,183 )   $ 27,881  
    


 

  

  

  


 


Year Ended: December 31, 2004

                                             

Balance at beginning of period

   $ 12,993     $ 14,088    $ —      $ 1,713    $ (1,183 )   $ 27,611  

Acquisitions

     211       124      2,485      —        —         2,820  

Adjustments

     (385 )     —        —        —        —         (385 )
    


 

  

  

  


 


Balance at end of period

   $ 12,819     $ 14,212    $ 2,485    $ 1,713    $ (1,183 )   $ 30,046  
    


 

  

  

  


 


 

(9) 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 from 5.09% to 7.86% and mature from 2005 through 2008. Interest payments on the advances are due monthly. The Company’s assets, including residential first mortgages, are pledged as collateral for the borrowings under the line of credit.

 

In October 2004, the Company issued two promissory notes related to the acquisition of Wilcox & Jones, Inc., an independent insurance agency, totaling $800. The notes are payable to the prior principals who remain in management positions with the agency. The notes mature in three equal annual installments with the first installment of $267 due in October 2005. The notes have a six month adjustable interest rate equal to the 180 day Treasury Bill. At March 31, 2005 the effective interest rate was 1.95%.

 

(10) CAPITAL

 

The Company is subject to risk-based capital guidelines issued by the Board of Governors of the Federal Reserve System. These guidelines are used to evaluate capital adequacy and involve both quantitative and qualitative evaluations of the Company’s assets, liabilities, and certain off-balance-sheet items calculated under regulatory practices. Failure to meet the minimum capital requirements can initiate certain mandatory or discretionary actions by the regulatory agencies that could have a direct material effect on the Company’s financial statements. The required minimums and the Company’s respective ratios are shown below.

 

    

Minimum

Required


    March 31,

   

December 31,

2004


 
       2005

    2004

   

Tier 1 capital

         $ 298,438     $ 272,886     $ 293,650  

Total capital

         $ 325,089     $ 299,374     $ 319,791  

Risk-adjusted assets

         $ 2,367,040     $ 2,158,075     $ 2,304,018  

Leverage ratio

   3.00 %     9.84 %     9.04 %     9.75 %

Tier 1 capital ratio

   4.00 %     12.61 %     12.64 %     12.75 %

Total capital ratio

   8.00 %     13.73 %     13.87 %     13.88 %

 

10


As of March 31, 2005 and 2004, and December 31, 2004, 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.

 

(11) STOCK REPURCHASE PLAN

 

In November 1999, the Company adopted a new Stock Repurchase Program (the “SRP”) authorizing management to repurchase up to 300,000 shares of the Company’s common stock. The SRP was amended in May 2001 to increase the shares authorized to be purchased by 277,916 shares and was amended again in August 2002 to increase the number of shares authorized to be purchased by 182,265 shares. The SRP may be used as a means to increase earnings per share and return on equity, to purchase treasury stock for the exercise of stock options or for distributions under the Deferred Stock Compensation Plan, to provide liquidity for optionees to dispose of stock from exercises of their stock options, and to provide liquidity for shareholders wishing to sell their stock. The timing, price and amount of stock repurchases under the SRP may be determined by management and must be approved by the Company’s Executive Committee. At March 31, 2005 there were 148,026 shares remaining that could be repurchased under the SRP. Below is a summary of the shares repurchased under the program.

 

     Three Months Ended
March 31,


     2005

   2004

Number of shares repurchased

     60,100      —  

Average price of shares repurchased

   $ 70.77    $ —  

 

(12) COMPREHENSIVE INCOME

 

The only component of comprehensive income reported by the Company is the unrealized gain or loss on securities available for sale. The amount of this unrealized gain or loss, net of tax, has been presented in the statement of income for each period as a component of other comprehensive income. Below is a summary of the tax effects of this unrealized gain or loss.

 

     Three Months Ended
March 31,


 
     2005

    2004

 

Unrealized gain (loss) during the period:

                

Before-tax amount

   $ (6,775 )   $ 2,248  

Tax (expense) benefit

     2,252       (473 )
    


 


Net-of-tax amount

   $ (4,523 )   $ 1,775  
    


 


 

11


The amount of unrealized gain or loss included in accumulated other comprehensive income is summarized below.

 

     Three Months Ended
March 31,


     2005

    2004

Unrealized gain (loss) on securities:

              

Beginning balance

   $ 3,152     $ 9,837

Current period change

     (4,523 )     1,775

Reclassification adjustment for gains included in net income

     —         —  
    


 

Ending balance

   $ (1,371 )   $ 11,612
    


 

 

(13) NET INCOME PER COMMON SHARE

 

Basic and diluted net income per common share are calculated as follows:

 

    

Income

(Numerator)


   Shares
(Denominator)


   Per Share
Amount


Three Months Ended March 31, 2005

                  

Basic

                  

Income available to common stockholders

   $ 10,887    7,828,916    $ 1.39
                

Effect of stock options

     —      180,705       
    

  
      

Diluted

                  

Income available to common stockholders plus assumed exercises of stock options

   $ 10,887    8,009,621    $ 1.36
    

  
  

Three Months Ended March 31, 2004

                  

Basic

                  

Income available to common stockholders

   $ 8,191    7,825,530    $ 1.05
                

Effect of stock options

     —      152,249       
    

  
      

Diluted

                  

Income available to common stockholders plus assumed exercises of stock options

   $ 8,191    7,977,779    $ 1.03
    

  
  

 

As of March 31, 2005 and 2004, there were no options that were excluded from the computation of diluted net income per share for each period because the options’ exercise prices were greater than the average market price of the common shares.

 

(14) SEGMENT INFORMATION

 

The Company evaluates its performance with an internal profitability measurement system that measures the profitability of its business units on a pre-tax basis. The four principal business units are metropolitan banks, community banks, other financial services, and executive, operations and support. Metropolitan and community banks offer traditional banking products such as commercial and retail lending, and a full line of deposit accounts. Metropolitan banks consist of banking locations in the metropolitan Oklahoma City and Tulsa areas. Community banks consist of banking locations in communities throughout Oklahoma. Other financial services are specialty product business units including guaranteed small business lending, guaranteed student lending, residential mortgage lending, trust services, securities brokerage, electronic banking and insurance. The executive, operations and support groups represent executive management, operational support and corporate functions that are not allocated to the other business units. The results of operations and selected financial information for the four business units are as follows:

 

     Metropolitan
Banks


   Community
Banks


   Other
Financial
Services


   Executive,
Operations
& Support


    Eliminations

    Consolidated

Three Months Ended:

                                           

March 31, 2005

                                           

Net interest income (expense)

   $ 11,273    $ 19,904    $ 1,915    $ (1,372 )   $ (14 )   $ 31,706

Noninterest income

     2,465      5,526      3,727      12,212       (11,582 )     12,348

Income before taxes

     6,518      12,508      1,996      6,894       (11,632 )     16,284

March 31, 2004

                                           

Net interest income (expense)

   $ 8,928    $ 18,472    $ 1,367    $ (847 )   $ —       $ 27,920

Noninterest income

     2,575      5,600      2,619      10,856       (9,948 )     11,702

Income before taxes

     4,487      10,738      882      6,577       (9,974 )     12,710

Total Assets:

                                           

March 31, 2005

   $ 1,252,976    $ 1,897,353    $ 210,913    $ 42,974     $ (336,000 )   $ 3,068,215

March 31, 2004

   $ 1,090,260    $ 1,847,035    $ 188,427    $ 393,541     $ (467,448 )   $ 3,051,815

December 31, 2004

   $ 1,215,532    $ 1,901,720    $ 175,784    $ 99,017     $ (345,076 )   $ 3,046,977

 

The financial information for each business unit is presented on the basis used internally by management to evaluate performance and allocate resources. The Company utilizes a transfer pricing system to allocate the benefit or cost of funds provided or used by the various business units. Certain revenues related to other financial services are allocated to the banks whose customers receive the services and, therefor, are not reflected in the income for other financial services. Certain services provided by the support group to other business units, such as item processing, are allocated at rates approximating the cost of providing the services. Eliminations are adjustments to consolidate the business units and companies.

 

12


Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

BANCFIRST CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

SUMMARY

 

Net income for the first quarter of 2005 was $10.9 million, compared to $8.2 million for the first quarter of 2004. Diluted net income per share was $1.36, compared to $1.03 for the first quarter of 2004.

 

Net interest income of $31.7 million increased $3.8 million, or 13.6%, over the first quarter of 2004. The increase resulted from loan growth combined with rising interest rates. The Company’s net interest margin (on a tax equivalent basis) was 4.67%, up from 4.20% for the same period a year ago. The Company’s provision for loan losses was $792,000, an increase of $72,000 compared to the same period a year ago. Noninterest income of $12.3 million was up 5.5% over the same period in 2004. Noninterest expense totaled $27.0 million versus $26.2 million for the first quarter of 2004. The Company’s total revenues increased $4.4 million, or 11.2%, improving the Company’s efficiency ratio to 61.2%, from 66.1% in the first quarter of 2004. The Company’s effective tax rate was 33.1% for the first quarter of 2005 compared to 35.6% in the first quarter of 2004. The reduction in the Company’s 2005 tax rate was due in part to tax credits generated from certain loan transactions.

 

Total assets at March 31, 2005 increased to $3.07 billion, up $21.2 million from December 31, 2004 and up $16.4 million from March 31, 2004. Total loans were $2.15 billion, up $54.0 million from December 31, 2004 and up $206.7 million from March 31, 2004. Total deposits were $2.67 billion, up $17.5 million from December 31, 2004 and up $1.9 million from March 31, 2004. Stockholders’ equity was $278 million at both March 31, 2005 and December 31, 2004, which was up $14.1 million compared to March 31, 2004.

 

13


In January 2004, the Company established BFC Capital Trust II (“BFC II”), a trust formed under the Delaware Business Trust Act. The Company owns all of the common securities of BFC II. In February 2004, BFC II issued $25.0 million of aggregate liquidation amount of 7.20% Cumulative Trust Preferred Securities (the “Trust Preferred Securities”) to other investors. In March 2004, BFC II issued an additional $1.0 million in Trust Preferred Securities through the execution of an over-allotment option. The proceeds from the sale of the Trust Preferred Securities and the common securities of BFC II were invested in $26.8 million of 7.20% Junior Subordinated Debentures of BancFirst Corporation. Interest payments on the 7.20% Junior Subordinated Debentures are payable January 15, April 15, July 15 and October 15 of each year. The stated maturity date of the 7.20% Junior Subordinated Debentures is March 31, 2034, but they are subject to mandatory redemption pursuant to optional prepayment terms.

 

In October 2004, the Company completed the acquisition of Wilcox & Jones, Inc., an independent insurance agency headquartered in Tulsa, Oklahoma for $4.8 million. As a result of the acquisition, Wilcox & Jones was merged into the Company and became a wholly owned subsidiary of BancFirst Corporation. The acquisition was accounted for as a purchase. Accordingly, the effects of the acquisition have been included in the Company’s consolidated financial statements for the date of the acquisition forward.

 

RESULTS OF OPERATIONS

 

Net interest income for the first quarter of 2005 was $31.7 million, up $3.8 million from the first quarter of 2004. The net interest margin in 2005 increased to 4.67% from 4.20% for the first quarter of 2004. An increase in earning assets related to loans between the first quarter of 2004 and the first quarter of 2005 produced a positive volume variance complimented by a positive rate variance. In a rising rate environment, the benefit of the Company’s noninterest-bearing funds is increased, resulting in an increase in the Company’s net interest margin over time. As a result of a rising rate environment, and assuming no change in the volume or mix of the Company’s loans and deposits, the Company’s net interest income would be reasonably expected to continue to slightly increase over the next several quarters.

 

14


The Company provided $792,000 for loan losses in the first quarter of 2005, compared to $720,000 for the same period of 2004. The Company continues to maintain high credit quality as the increase in the provision for loan losses resulted from overall loan growth. Net loan charge-offs were $282,000 for the first quarter of 2005, compared to $465,000 for the first quarter of 2004. The net charge-offs represent an annualized rate of 0.05% of average total loans for the first quarter of 2005 compared to 0.10% for the first quarter of 2004.

 

Noninterest income for the first quarter of 2005 increased $646,000 compared to the first quarter of 2004, due to an increase in insurance commissions and premiums offset by a decrease in service charges on deposits. Noninterest expense increased $786,000 compared to the first quarter of 2004. Income tax expense increased $878,000 compared to the first quarter of 2004. The effective tax rate on income before taxes was 33.1%, compared to 35.6% for the first quarter of 2004. The reduction in the Company’s 2005 tax rate was due in part to tax credits from certain loan transactions.

 

FINANCIAL POSITION

 

The aggregate of cash and due from banks, interest-bearing deposits with banks, and federal funds sold decreased $8.1 million from December 31, 2004, and $148.1 million from March 31, 2004. These decreases were mainly from funding loan growth in 2005.

 

Total securities decreased $28.9 million compared to December 31, 2004 and $49.7 million compared to March 31, 2004. The size of the Company’s securities portfolio is a function of liquidity management and excess funds available for investment. The Company has maintained a very liquid securities portfolio to provide funds for loan growth. The net unrealized loss on securities available for sale, before taxes, was $2.44 million at the end of the first quarter of 2005, compared to an unrealized gain of $4.34 million at December 31, 2004 and an unrealized gain of $17.2 million at March 31, 2004. The average taxable equivalent yield on the securities portfolio for the first quarter of 2005 increased to 4.52% from 4.04% for the same quarter of 2004.

 

Total loans increased $54.0 million from December 31, 2004, and increased $206.7 million from March 31, 2004. The increase compared to year end 2004 and the first quarter of 2004 was due to internal growth. The allowance for loan losses increased $510,000 from year-end 2004 and decreased $147,000 from the first quarter of 2004. The allowance as a percentage of total loans was 1.22%, 1.23% and 1.36% at March 31, 2005, December 31, 2004 and March 31, 2004, respectively. The allowance to nonperforming and restructured loans at the same dates was 236.59%, 211.05% and 161.42%, respectively.

 

Nonperforming and restructured loans totaled $11.1 million at March 31, 2005, compared to $12.2 million at December 31, 2004 and $16.4 million at March 31, 2004. The ratio of nonperforming and restructured loans to total loans for the same periods was 0.52%, 0.58% and 0.84%, respectively. The level of nonperforming loans and loan losses may rise over time as a result of economic and credit cycles.

 

Total deposits increased $17.5 million compared to December 31, 2004, and $1.89 million compared to March 31, 2004 due to internal growth. The Company’s deposit base continues to be comprised substantially of core deposits, with large denomination certificates of deposit being only 8.48% of total deposits at March 31, 2005, compared to 8.38% at December 31, 2004 and 9.13% at March 31, 2004.

 

Short-term borrowings increased $1.03 million from December 31, 2004, and increased $5.96 million from March 31, 2004. Fluctuations in short-term borrowings are a function of federal funds purchased from correspondent banks, customer demand for repurchase agreements and liquidity needs of the bank.

 

Long-term borrowings decreased $1.18 million from year-end 2004 and $2.95 million from the first quarter of 2004. The decrease compared to the first quarter of 2004 was due to scheduled principal payments. The Company uses these borrowings primarily to match-fund long-term fixed-rate loans.

 

Stockholders’ equity primarily remained unchanged from year-end 2004 and increased $14.1 million from the first quarter of 2004, due to accumulated earnings. Average stockholders’ equity to average assets for the first quarter of 2005 was 9.17%, compared to 9.05% for the first quarter of 2004. The Company’s leverage ratio and total risk-based capital ratio were 9.84% and 13.73%, respectively, at March 31, 2005, well in excess of the regulatory minimums.

 

15


FUTURE APPLICATION OF ACCOUNTING STANDARDS

 

See note (3) of the Notes to Consolidated Financial Statements for a discussion of recently issued accounting pronouncements.

 

SEGMENT INFORMATION

 

See note (14) of the Notes to Consolidated Financial Statements for disclosures regarding business segments.

 

FORWARD LOOKING STATEMENTS

 

The Company may make forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 with respect to earnings, credit quality, corporate objectives, interest rates and other financial and business matters. Forward-looking statements include estimates and give management’s current expectations or forecasts of future events. The Company cautions readers that these forward-looking statements are subject to numerous assumptions, risks and uncertainties, including economic conditions, the performance of financial markets and interest rates; legislative and regulatory actions and reforms; competition; as well as other factors, all of which change over time. Actual results may differ materially from forward-looking statements.

 

16


 

BANCFIRST CORPORATION

SELECTED CONSOLIDATED FINANCIAL DATA

(Unaudited)

(Dollars in thousands, except per share data)

 

     Three Months Ended
March 31


 
     2005

    2004

 

Per Common Share Data

                

Net income – basic

   $ 1.39     $ 1.05  

Net income – diluted

     1.36       1.03  

Cash dividends

     0.28       0.25  

Performance Data

                

Return on average assets

     1.44 %     1.10 %

Return on average stockholders’ equity

     15.70       12.19  

Cash dividend payout ratio

     20.14       23.81  

Net interest spread

     4.17       3.85  

Net interest margin

     4.67       4.20  

Efficiency ratio

     61.24       66.10  

Net charge-offs

     0.05       0.10  

 

     March 31,

   

December 31,

2004


 
     2005

    2004

   

Balance Sheet Data

                        

Book value per share

   $ 35.65     $ 33.66     $ 35.39  

Tangible book value per share

     31.02       29.52       30.77  

Average loans to deposits (year-to-date)

     79.21 %     74.06 %     74.47 %

Average earning assets to total assets (year-to-date)

     90.62       90.59       91.02  

Average stockholders’ equity to average assets (year-to-date)

     9.17       9.05       8.85  

Asset Quality Ratios

                        

Nonperforming and restructured loans to total loans

     0.52 %     0.84 %     0.58 %

Nonperforming and restructured assets to total assets

     0.43       0.66       0.48  

Allowance for loan losses to total loans

     1.22       1.36       1.23  

Allowance for loan losses to nonperforming and restructured loans

     236.59       161.42       211.05  

 

17


 

BANCFIRST CORPORATION

CONSOLIDATED AVERAGE BALANCE SHEETS AND INTEREST MARGIN ANALYSES

(Unaudited)

Taxable Equivalent Basis (Dollars in thousands)

 

     Three Months Ended March 31,

 
     2005

    2004

 
     Average
Balance


    Interest
Income/
Expense


   Average
Yield/
Rate


    Average
Balance


    Interest
Income/
Expense


   Average
Yield/
Rate


 

ASSETS

                                          

Earning assets:

                                          

Loans (1)

   $ 2,119,026     $ 33,200    6.35 %   $ 1,936,740     $ 28,680    5.96 %

Securities - taxable

     513,567       5,575    4.40       527,526       5,081    3.87  

Securities - tax exempt

     31,429       493    6.36       37,515       601    6.44  

Federal funds sold

     116,590       724    2.52       203,345       490    0.97  
    


 

        


 

      

Total earning assets

     2,780,612       39,992    5.83       2,705,126       34,852    5.18  
    


 

        


 

      

Nonearning assets:

                                          

Cash and due from banks

     141,339                    127,096               

Interest receivable and other assets

     172,354                    180,472               

Allowance for loan losses

     (25,917 )                  (26,166 )             
    


              


            

Total nonearning assets

     287,776                    281,402               
    


              


            

Total assets

   $ 3,068,388                  $ 2,986,528               
    


              


            

LIABILITIES AND STOCKHOLDERS’ EQUITY

                                          

Interest-bearing liabilities:

                                          

Transaction deposits

   $ 451,593       444    0.40 %   $ 436,734       317    0.29 %

Savings deposits

     726,530       2,613    1.46       726,863       1,886    1.04  

Time deposits

     682,986       3,560    2.11       757,755       3,368    1.79  

Short-term borrowings

     28,915       162    2.27       29,301       79    1.09  

Long-term borrowings

     7,299       105    5.85       10,046       158    6.28  

Junior subordinated debentures

     51,804       1,103    8.63       34,652       801    9.30  
    


 

        


 

      

Total interest-bearing liabilities

     1,949,127       7,987    1.66       1,995,351       6,609    1.33  
    


 

        


 

      

Interest-free funds:

                                          

Noninterest-bearing deposits

     814,020                    693,914               

Interest payable and other liabilities

     23,960                    27,033               

Stockholders’ equity

     281,281                    270,230               
    


              


            

Total interest free funds

     1,119,261                    991,177               
    


              


            

Total liabilities and stockholders’ equity

   $ 3,068,388                  $ 2,986,528               
    


              


            

Net interest income

           $ 32,005                  $ 28,243       
            

                

      

Net interest spread

                  4.17 %                  3.85 %
                   

                

Net interest margin

                  4.67 %                  4.20 %
                   

                

 

(1) Nonaccrual loans are included in the average loan balances and any interest on such nonaccrual loans is recognized on a cash basis.

 

18


Item 3. Quantitative and Qualitative Disclosures About Market Risk.

 

There have been no significant changes in the Registrant’s disclosures regarding market risk since December 31, 2004, the date of its annual report to stockholders.

 

Item 4. Controls and Procedures.

 

The Company’s Chief Executive Officer and Chief Financial Officer and Disclosure Committee, which includes the Company’s Chief Risk Officer, Chief Asset Quality Control Officer, Chief Internal Auditor, Holding Company Controller, Bank Controller and General Counsel, have evaluated, as of the last day of the period covered by this report, the Company’s disclosure controls and procedures. Based on their evaluation they concluded that the disclosure controls and procedures of the Company are adequate to ensure that information required to be disclosed by the Company in the reports filed or submitted by it under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the applicable rules and forms. There have been no significant changes in the Company’s internal controls or in other factors that could significantly affect internal controls subsequent to the date of their evaluation.

 

PART II – OTHER INFORMATION

 

Item 2. Unregistered Sale of Equity Securities and Use of Proceeds.

 

There were no equity securities of the Registrant sold without registration during the quarter covered by this report.

 

Stock repurchases by the Registrant during the quarter were as follows:

 

Period


   Total
Number of
Shares
Purchased


   Average
Price
Paid
Per
Share


   Total Number
of Shares
Purchased as
Part of Publicly
Announced
Plans or
Programs (1)


   Maximum
Number of
Shares that
May Yet Be
Purchased
Under the
Plans or
Programs (1)


Month #1 (beginning January 1, 2005 and ending January 31, 2005)

   —      $ —      —      208,126

Month #2 (beginning February 1, 2005 and ending February 28, 2005)

   6,500    $ 75.04    6,500    201,626

Month #3 (beginning March 1, 2005 and ending March 31, 2005)

   53,600    $ 70.25    53,600    148,026
    
         
    

Total

   60,100    $ 70.77    60,100    148,026
    
         
    

 

(1) The Company’s Stock Repurchase Program was originally announced on November 18, 1999. The total number of shares authorized for repurchase under the Stock Repurchase Program is 760,181 shares. The Stock Repurchase Program will remain effective until the number of shares authorized is repurchased or until the board of directors terminates the program.

 

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Item 6. Exhibits.

 

  (a) Exhibits

 

Exhibit
Number


  

Exhibit


3.1      Second Amended and Restated Certificate of Incorporation (filed as Exhibit 1 to the Company’s Form 8-A/A filed July 23, 1998 and incorporated herein by reference).
3.2      Certificate of Amendment of the Second Amended and Restated Certificate of Incorporation of BancFirst Corporation (filed as Exhibit 3.5 to the Company’s Quarterly Report on Form 10-Q for the Quarter Ended June 30, 2004 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).
3.4      Resolution of the Board of Directors amending Section XXVII of the Company’s By-Laws (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K dated February 26, 2004 and incorporated herein by reference).
4.1      Instruments defining the rights of securities holders (see Exhibits 3.1, 3.2, 3.3 and 3.4 above).
4.2      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).
4.3      Form of 9.65% Series B Cumulative Trust Preferred Security Certificates for BFC Capital Trust I (included as Exhibit D to Exhibit 4.2).
4.4      Indenture dated as of February 4, 1997, relating to the 9.65% Junior Subordinated Deferrable Interest Debentures of BancFirst Corporation issued to BFC Capital Trust I (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K dated February 4, 1997 and incorporated herein by reference).
4.5      Form of Certificate of 9.65% Series B Junior Subordinated Deferrable Interest Debenture of BancFirst Corporation (included as Exhibit A to Exhibit 4.4).
4.6      Form of Series B Guarantee of BancFirst Corporation relating to the 9.65% Series B Cumulative Trust Preferred Securities of BFC Capital Trust I (filed as Exhibit 4.7 to the Company’s registration statement on Form S-4, File No. 333-25599, and incorporated herein by reference).
4.7      Amended and Restated Trust Agreement relating to the 7.20% Cumulative Trust Preferred Securities of BFC Capital Trust II (filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K dated February 26, 2004 and incorporated herein by reference).
4.8      First Amendment to Amended and Restated Trust Agreement (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K dated March 24, 2004 and incorporated herein by reference).
4.9      Form of 7.20% Cumulative Trust Preferred Security Certificate for BFC Capital Trust II (included as Exhibit D to Exhibit 4.7).
4.10    Indenture relating to the 7.20% Junior Subordinated Deferrable Interest Debentures of BancFirst Corporation issued to BFC Capital Trust II (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K dated February 26, 2004 and incorporated herein by reference).

 

20


Exhibit
Number


  

Exhibit


  4.11    Guarantee of BancFirst Corporation relating to the 7.20% Cumulative Trust Preferred Securities of BFC Capital Trust II (filed as Exhibit 4.5 to the Company’s Current Report on Form 8-K dated February 26, 2004 and incorporated herein by reference).
  4.12    Rights Agreement, dated as of February 25, 1999, between BancFirst Corporation and BancFirst, as Rights Agent, including as Exhibit A the form of Certificate of Designations of the Company setting forth the terms of the Preferred Stock, as Exhibit B the form of Right Certificate and as Exhibit C the form of Summary of Rights Agreement (filed as Exhibit 1 to the Company’s Current Report on Form 8-K dated February 25, 1999 and incorporated herein by reference).
10.1      Sixth Amended and Restated BancFirst Corporation Stock Option Plan (filed as Exhibit 4.1 to the Company’s Form S-8 Registration Statements filed October 8, 2004 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 (filed as Exhibit 10.6 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2000 and incorporated herein by reference).
10.7      BancFirst Corporation Directors’ Deferred Stock Compensation Plan (filed as Exhibit 10.7 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2000 and incorporated herein by reference).
31.1*    CEO’s Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a).
31.2*    CFO’s Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a).
32.1*    CEO’s Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*    CFO’s Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

         BANCFIRST CORPORATION
        

(Registrant)

Date May 10, 2005

     

/s/ Joe T. Shockley, Jr.

       

        (Signature)

       

Joe T. Shockley, Jr.

       

Executive Vice President

       

Chief Financial Officer

 

22