Edgar Filing: BANCFIRST CORP /OK/

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Accelerated filer

Non-accelerated filer

¨ (Do not check if a smaller reporting company)

Smaller reporting company

10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, 2013

¨	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		73102-8405
(Address of principal executive offices)		(Zip Code)

(405) 270-1086

(Registrant’s telephone number, including area code)

N/A

(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 check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (sec. 232-405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes ¨ No x

As of July 31, 2013 there were 15,286,809 shares of the registrant’s Common Stock outstanding.

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

BANCFIRST CORPORATION

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)


	June 30, 2013			December 31, 2012			June 30, 2012
	(unaudited)			(see Note 1)			(unaudited)
ASSETS
Cash and due from banks	$	191,734		$	213,103		$	146,387
Interest-bearing deposits with banks		1,528,505			1,732,045			1,617,521
Federal funds sold		—			700			—
Securities (fair value: $520,567, $562,815, and $575,404, respectively)		520,424			562,542			575,034
Loans:
Total loans (net of unearned interest)		3,245,084			3,242,427			3,065,439
Allowance for loan losses		(38,982	)		(38,725	)		(37,436	)

Loans, net		3,206,102			3,203,702			3,028,003
Premises and equipment, net		117,621			115,503			113,836
Other real estate owned		7,992			9,227			10,088
Intangible assets, net		11,100			12,083			13,158
Goodwill		44,545			44,545			44,545
Accrued interest receivable		15,958			15,976			17,532
Other assets		105,685			112,824			105,607

Total assets	$	5,749,666		$	6,022,250		$	5,671,711

LIABILITIES AND STOCKHOLDERS’ EQUITY
Deposits:
Noninterest-bearing	$	1,955,723		$	2,016,832		$	1,842,680
Interest-bearing		3,194,688			3,423,998			3,256,968

Total deposits		5,150,411			5,440,830			5,099,648
Short-term borrowings		3,522			4,571			6,340
Accrued interest payable		1,907			2,170			2,260
Long-term borrowings		9,964			9,178			11,329
Other liabilities		22,097			19,130			25,769
Junior subordinated debentures		26,804			26,804			26,804

Total liabilities		5,214,705			5,502,683			5,172,150

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: 15,255,864, 15,242,308 and 15,153,991, respectively		15,256			15,242			15,154
Capital surplus		84,360			82,401			79,181
Retained earnings		431,120			415,607			398,267
Accumulated other comprehensive income, net of income tax of $2,275, $3,400 and $3,746, respectively		4,225			6,317			6,959

Total stockholders’ equity		534,961			519,567			499,561

Total liabilities and stockholders’ equity	$	5,749,666		$	6,022,250		$	5,671,711

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

BANCFIRST CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(Dollars in thousands, except per share data)


	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
INTEREST INCOME
Loans, including fees	$	41,493		$	41,857		$	82,667		$	83,817
Securities:
Taxable		1,295			2,087			2,648			4,494
Tax-exempt		314			411			660			835
Federal funds sold		1			—			2			1
Interest-bearing deposits with banks		970			1,061			1,947			2,034

Total interest income		44,073			45,416			87,924			91,181

INTEREST EXPENSE
Deposits		2,889			3,883			5,929			8,132
Short-term borrowings		1			8			3			16
Long-term borrowings		62			91			124			196
Junior subordinated debentures		491			565			982			1,151

Total interest expense		3,443			4,547			7,038			9,495

Net interest income		40,630			40,869			80,886			81,686
Provision for loan losses		516			248			816			421

Net interest income after provision for loan losses		40,114			40,621			80,070			81,265

NONINTEREST INCOME
Trust revenue		2,015			1,823			3,921			3,530
Service charges on deposits		12,924			11,031			25,260			21,638
Securities transactions		129			226			251			4,258
Income from sales of loans		691			766			1,379			1,338
Insurance commissions		3,045			2,803			7,090			5,796
Cash management		1,626			2,041			3,049			3,980
Gain on sale of other assets		34			323			251			343
Other		1,269			1,351			3,067			2,918

Total noninterest income		21,733			20,364			44,268			43,801

NONINTEREST EXPENSE
Salaries and employee benefits		25,085			24,830			50,294			49,630
Occupancy and fixed assets expense, net		2,501			2,477			5,081			4,923
Depreciation		2,358			2,226			4,666			4,357
Amortization of intangible assets		424			457			867			914
Data processing services		1,229			1,158			2,414			2,441
Net expense from other real estate owned		643			922			765			1,169
Marketing and business promotion		1,456			1,679			2,963			3,334
Deposit insurance		742			724			1,485			1,443
Other		8,017			8,090			15,864			16,389

Total noninterest expense		42,455			42,563			84,399			84,600

Income before taxes		19,392			18,422			39,939			40,466
Income tax expense		(6,799	)		(6,693	)		(13,974	)		(14,732	)

Net income	$	12,593		$	11,729		$	25,965		$	25,734

NET INCOME PER COMMON SHARE
Basic	$	0.83		$	0.77		$	1.70		$	1.70

Diluted	$	0.81		$	0.76		$	1.68		$	1.67

OTHER COMPREHENSIVE INCOME
Unrealized losses on securities, net of tax of $857, $292, $1,083 and $610, respectively	$	(1,593	)	$	(541	)	$	(2,014	)	$	(1,132	)
Reclassification adjustment for gains included in net income, net of tax of $37, $5, $42 and $728, respectively		(68	)		(11	)		(78	)		(1,353	)

Other comprehensive loss, net of tax of $894, $297, $1,125 and $1,338, respectively		(1,661	)		(552	)		(2,092	)		(2,485	)

Comprehensive income	$	10,932		$	11,177		$	23,873		$	23,249

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

BANCFIRST CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)

(Dollars in thousands)


	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
COMMON STOCK
Issued at beginning of period	$	15,228		$	15,145		$	15,242		$	15,118
Shares issued		50			16			59			43
Shares acquired and canceled		(22	)		(7	)		(45	)		(7	)

Issued at end of period	$	15,256		$	15,154		$	15,256		$	15,154

CAPITAL SURPLUS
Balance at beginning of period	$	82,956		$	78,420		$	82,401		$	77,462
Common stock issued		870			267			1,028			722
Tax effect of stock options		213			137			236			199
Stock-based compensation arrangements		321			357			695			798

Balance at end of period	$	84,360		$	79,181		$	84,360		$	79,181

RETAINED EARNINGS
Balance at beginning of period	$	423,637		$	390,881		$	415,607		$	381,017
Net income		12,593			11,729			25,965			25,734
Dividends on common stock		(4,411	)		(4,094	)		(8,833	)		(8,235	)
Common stock acquired and canceled		(699	)		(249	)		(1,619	)		(249	)

Balance at end of period	$	431,120		$	398,267		$	431,120		$	398,267

ACCUMULATED OTHER COMPREHENSIVE INCOME
Unrealized gains (losses) on securities:
Balance at beginning of period	$	5,886		$	7,511		$	6,317		$	9,444
Net change		(1,661	)		(552	)		(2,092	)		(2,485	)

Balance at end of period	$	4,225		$	6,959		$	4,225		$	6,959

Total stockholders’ equity	$	534,961		$	499,561		$	534,961		$	499,561

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

BANCFIRST CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOW

(Unaudited)

(Dollars in thousands)


	Six Months Ended June 30,
	2013			2012
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	25,965		$	25,734
Adjustments to reconcile to net cash provided by operating activities:
Provision for loan losses		816			421
Depreciation and amortization		5,533			5,271
Net amortization of securities premiums and discounts		839			782
Realized securities gains		(251	)		(4,258	)
Gain on sales of loans		(1,379	)		(1,338	)
Cash receipts from the sale of loans originated for sale		111,609			103,117
Cash disbursements for loans originated for sale		(108,613	)		(106,365	)
Deferred income tax benefit		(335	)		(132	)
Gains on other assets		(224	)		(288	)
Decrease in interest receivable		18			1,130
Decrease in interest payable		(263	)		(450	)
Amortization of stock-based compensation arrangements		695			798
Other, net		8,304			5,085

Net cash provided by operating activities		42,714			29,507

INVESTING ACTIVITIES
Net decrease in Federal funds sold		700			400
Purchases of securities:
Held for investment		(252	)		(2,525	)
Available for sale		(20,697	)		(41,330	)
Maturities of securities:
Held for investment		1,604			2,831
Available for sale		54,394			70,033
Proceeds from sales and calls of securities:
Held for investment		1,289			2,417
Available for sale		1,975			8,129
Purchases of loans		(34,124	)		(17,255	)
Proceeds from sales of loans		45,889			16,872
Net other increase in loans		(18,088	)		(49,192	)
Purchases of premises, equipment and computer software		(7,052	)		(7,015	)
Proceeds from the sale of other assets		2,178			7,213

Net cash provided by (used in) investing activities		27,816			(9,422	)

FINANCING ACTIVITIES
Net (decrease)/increase in demand, transaction and savings deposits		(244,230	)		112,565
Net decrease in time deposits		(46,189	)		(50,652	)
Net decrease in short-term borrowings		(1,049	)		(1,934	)
Issuance/(paydown) of long-term borrowings		786			(7,147	)
Redemption of junior subordinated debentures		—			(9,279	)
Issuance of common stock		1,323			964
Common stock acquired		(1,664	)		(256	)
Cash dividends paid		(4,416	)		(8,171	)

Net cash (used in) provided by financing activities		(295,439	)		36,090

Net (decrease) increase in cash, due from banks and interest-bearing deposits		(224,909	)		56,175
Cash, due from banks and interest-bearing deposits at the beginning of the period		1,945,148			1,707,733

Cash, due from banks and interest-bearing deposits at the end of the period	$	1,720,239		$	1,763,908

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for interest	$	7,301		$	9,946

Cash paid during the period for income taxes	$	12,942		$	13,775

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

BANCFIRST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(1) DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accounting and reporting policies of BancFirst Corporation and its subsidiaries (the “Company”) conform to generally accepted accounting principles and general practice within the banking industry. A summary of significant accounting policies can be found in Footnote (1) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.

Basis of Presentation

The accompanying consolidated financial statements include the accounts of BancFirst Corporation, Council Oak Partners, LLC, BancFirst Insurance Services, Inc., and BancFirst and its subsidiaries. The principal operating subsidiaries of BancFirst are Council Oak Investment Corporation, Council Oak Real Estate, Inc., BancFirst Agency, Inc., and BancFirst Community Development Corporation. All significant intercompany accounts and transactions have been eliminated. Assets held in a fiduciary or agency capacity are not assets of the Company and, accordingly, are not included in the unaudited interim consolidated financial statements.

The accompanying unaudited interim consolidated financial statements and notes are presented in accordance with the instructions for Form 10-Q. The information contained in the financial statements and footnotes included in BancFirst Corporation’s Annual Report on Form 10-K for the year ended December 31, 2012, should be referred to in connection with these unaudited interim consolidated financial statements.

The unaudited interim consolidated financial statements contained herein reflect all adjustments which are, in the opinion of management, necessary to provide a fair statement of the financial position and results of operations of the Company for the interim periods presented. All such adjustments are of a normal and recurring nature. There have been no significant changes in the accounting policies of the Company since December 31, 2012, the date of the most recent annual report.

Use of Estimates in the Preparation of Financial Statements

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

Reclassifications

Certain items in prior financial statements have been reclassified to conform to the current presentation. Such reclassifications had no effect on previously reported cash flows, stockholders’ equity or comprehensive income.

Recent Accounting Pronouncements

In February 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2013-02, “Comprehensive Income (Topic 220).” ASU 2013-02 requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. An entity is required to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period. The new standard was effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2012. Adoption of ASU 2013-02 did not have a significant effect on the Company’s financial statements.

In July 2012, the FASB issued ASU No. 2012-02, “Intangibles (Topic 350)—Goodwill and Other.” ASU 2012-02 simplifies the impairment test for indefinite-lived intangible assets other than goodwill. The new guidance gives the option to first assess qualitative factors to determine if it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying amount as a basis for determining whether it is necessary to perform a quantitative valuation test. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning on or after September 15, 2012. The Company opted to continue to perform quantitative tests for indefinite-lived intangible assets other than goodwill and not to perform qualitative tests for impairment under ASU 2012-02 as of September 15, 2012. Adoption of ASU 2012-02 did not have a significant effect on the Company’s financial statements.

In November 2011, the FASB issued ASU No. 2011-11, “Balance Sheet (Topic 210)—Disclosure about Offsetting Assets and Liabilities.” ASU 2011-11 is an amendment to require an entity to disclose both net and gross information about offsetting assets and liabilities to enable users of its financial statements to understand the effect of those arrangements. Arrangements include derivatives, sale and repurchase agreements and transactions, securities borrowing and securities lending arrangements. ASU 2011-11 is effective for annual and interim periods beginning on January 1, 2013 and did not have a significant effect on the Company’s financial statements.

(2) RECENT DEVELOPMENTS, INCLUDING MERGERS AND ACQUISITIONS

On January 19, 2012, Council Oak Investment Corporation, a wholly-owned subsidiary of BancFirst, completed the sale of one of its investments that resulted in a pretax gain of approximately $4.5 million. After related expenses and income taxes, the increase in net income approximated $2.6 million. The gain was included in first quarter 2012 earnings.

(3) SECURITIES

The following table summarizes securities held for investment and securities available for sale:


	June 30, 2013
	(Dollars in thousands)
Held for investment, at cost (fair value: $14,654)	$	14,511
Available for sale, at fair value		505,913

Total	$	520,424

The following table summarizes the amortized cost and estimated fair values of securities held for investment:


	June 30, 2013
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
	(Dollars in thousands)
Mortgage backed securities (1)	$	691	$	57	$	—		$	748
States and political subdivisions		13,820		94		(8	)		13,906

Total	$	14,511	$	151	$	(8	)	$	14,654

The following table summarizes the amortized cost and estimated fair values of securities available for sale:


	June 30, 2013
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
	(Dollars in thousands)
U.S. treasury and other Federal agencies	$	422,298	$	2,558	$	(176	)	$	424,680
Mortgage backed securities (1)		15,417		614		—			16,031
States and political subdivisions		50,604		1,386		(61	)		51,929
Other securities (2)		11,094		2,315		(136	)		13,273

Total	$	499,413	$	6,873	$	(373	)	$	505,913

(1)	Primarily consists of FHLMC, FNMA, GNMA and mortgage backed securities through U.S. agencies.

(2)	Primarily consists of equity securities.

The maturities of securities held for investment and available for sale are summarized in the following table using contractual maturities. Actual maturities may differ from contractual maturities due to obligations that are called or prepaid. For purposes of the maturity table, mortgage-backed securities, which are not due at a single maturity date, have been presented at their contractual maturity.


	June 30, 2013
	Amortized Cost		Estimated Fair Value
	(Dollars in thousands)
Held for Investment
Contractual maturity of debt securities:
Within one year	$	5,705	$	5,723
After one year but within five years		7,547		7,605
After five years but within ten years		867		886
After ten years		392		440

Total	$	14,511	$	14,654

Available for Sale
Contractual maturity of debt securities:
Within one year	$	260,548	$	260,550
After one year but within five years		113,656		115,492
After five years but within ten years		33,120		33,862
After ten years		84,388		86,182

Total debt securities		491,712		496,086
Equity securities		7,701		9,827

Total	$	499,413	$	505,913

The following table is a summary of the Company’s book value of securities that were pledged as collateral for public funds on deposit, repurchase agreements and for other purposes as required or permitted by law:


	June 30, 2013
	(Dollars in thousands)
Book value of pledged securities	$	464,686

(4) LOANS AND ALLOWANCE FOR LOAN LOSSES

The following is a schedule of loans outstanding by category:


	June 30, 2013					December 31, 2012							June 30, 2012
	Amount		Percent			Amount		Percent			Amount		Percent
	(Dollars in thousands)
Commercial and industrial	$	529,253		16.31	%	$	559,274		17.25	%	$	515,456		16.82	%
Oil & gas production & equipment		145,735		4.49			154,380		4.76			125,228		4.08
Agriculture		94,337		2.91			93,274		2.88			77,882		2.54
State and political subdivisions:
Taxable		9,202		0.28			9,412		0.29			6,520		0.21
Tax-exempt		12,392		0.38			13,194		0.41			13,853		0.45
Real estate:
Construction		247,827		7.64			226,102		6.97			197,168		6.43
Farmland		126,233		3.89			125,033		3.86			111,472		3.64
One to four family residences		697,927		21.51			669,230		20.64			674,577		22.01
Multifamily residential properties		48,128		1.48			50,721		1.56			46,866		1.53
Commercial		1,070,807		33.00			1,068,445		32.95			1,036,322		33.81
Consumer		243,799		7.51			253,002		7.80			239,156		7.80
Other (not classified above)		19,444		0.60			20,360		0.63			20,939		0.68

Total loans	$	3,245,084		100.00	%	$	3,242,427		100.00	%	$	3,065,439		100.00	%

Loans held for sale (included above)	$	12,044				$	13,661				$	16,612

The Company’s loans are mostly to customers within Oklahoma and over 60% 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, if any, 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.

Accounting policies related to appraisals, nonaccruals and charge-offs are disclosed in Footnote (1) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.

Nonperforming and Restructured Assets

Nonaccrual loans, accruing loans past due 90 days or more, and restructured loans are shown in the table below. Had nonaccrual loans performed in accordance with their original contractual terms, the Company would have recognized additional interest income of approximately $978,000 for the six months ended June 30, 2013 and approximately $654,000 for the six months ended June 30, 2012.

At June 30, 2013, troubled debt restructurings consisted primarily of one loan restructured to defer principal payments. The loan was evaluated by management and determined to be well collateralized. Additionally, none of the concessions granted involved a principal reduction or a change from the current market rate of interest. The collateral value will be monitored periodically to evaluate possible impairment. The Company charges interest on principal balances outstanding during deferral periods. As a result, the current and future financial effects of the recorded balance of loans considered to be restructured were not considered to be material.

The following is a summary of nonperforming and restructured assets:


	June 30,			December 31,			June 30,
	2013			2012			2012
	(Dollars in thousands)
Past due 90 days or more and still accruing	$	850		$	537		$	1,403
Nonaccrual		18,946			20,549			20,702
Restructured		17,903			17,866			18,089

Total nonperforming and restructured loans		37,699			38,952			40,194
Other real estate owned and repossessed assets		8,503			9,566			10,223

Total nonperforming and restructured assets	$	46,202		$	48,518		$	50,417

Nonperforming and restructured loans to total loans		1.16	%		1.20	%		1.31	%

Nonperforming and restructured assets to total assets		0.80	%		0.81	%		0.89	%

Loans are segregated into classes based upon the nature of the collateral and the borrower. These classes are used to estimate the credit risk component in the allowance for loan losses.

The following table is a summary of amounts included in nonaccrual loans, segregated by class of loans. Residential real estate refers to one-to-four family real estate.


	June 30, 2013		June 30, 2012
	(Dollars in thousands)
Non-residential real estate	$	9,711	$	9,711
Residential real estate		3,578		4,098
Non-consumer non-real estate		1,268		1,142
Consumer non-real estate		216		140
Other loans		1,938		1,918
Acquired loans		2,235		3,693

Total	$	18,946	$	20,702

The following table presents an age analysis of past due loans, segregated by class of loans:


	Age Analysis of Past Due Loans
	30-89 Days Past Due		90 Days and Greater		Total Past Due Loans		Current Loans		Total Loans		Accruing Loans 90 Days or More Past Due
	(Dollars in thousands)
As of June 30, 2013
Non-residential real estate	$	2,078	$	3,194	$	5,272	$	1,246,052	$	1,251,324	$	171
Residential real estate		2,990		817		3,807		788,947		792,754		151
Non-consumer non-real estate		3,519		816		4,335		745,327		749,662		32
Consumer non-real estate		2,382		213		2,595		214,785		217,380		176
Other loans		1,850		1,520		3,370		144,135		147,505		—
Acquired loans		375		593		968		85,491		86,459		320

Total	$	13,194	$	7,153	$	20,347	$	3,224,737	$	3,245,084	$	850

As of June 30, 2012
Non-residential real estate	$	2,649	$	2,454	$	5,103	$	1,135,948	$	1,141,051	$	285
Residential real estate		4,240		1,288		5,528		715,621		721,149		478
Non-consumer non-real estate		1,285		244		1,529		695,887		697,416		16
Consumer non-real estate		2,002		183		2,185		198,242		200,427		122
Other loans		1,213		1,654		2,867		153,117		155,984		102
Acquired loans		3,134		1,352		4,486		144,926		149,412		400

Total	$	14,523	$	7,175	$	21,698	$	3,043,741	$	3,065,439	$	1,403

Impaired Loans

Loans are considered impaired when, based on current information and events, it is probable the Company will be unable to collect the full amount of scheduled principal and interest payments in accordance with the original contractual terms of the loan agreement. If a loan is impaired, a specific valuation allowance may be allocated, if necessary, so that the loan is reported net at the present value of future cash flows using the loan’s existing rate or the fair value of collateral if repayment is expected solely from the collateral.

The following table presents impaired loans, segregated by class of loans. No material amount of interest income was recognized on impaired loans subsequent to their classification as impaired.


	Impaired Loans
	Unpaid Principal Balance		Recorded Investment with Allowance		Related Allowance		Average Recorded Investment
	(Dollars in thousands)
As of June 30, 2013
Non-residential real estate	$	28,111	$	26,607	$	2,391	$	26,508
Residential real estate		5,204		4,581		1,253		5,262
Non-consumer non-real estate		1,816		1,481		390		1,536
Consumer non-real estate		517		495		79		419
Other loans		2,253		2,090		278		2,648
Acquired loans		10,359		8,230		58		8,511

Total	$	48,260	$	43,484	$	4,449	$	44,884

As of June 30, 2012
Non-residential real estate	$	28,184	$	27,165	$	2,122	$	27,397
Residential real estate		5,839		5,384		1,468		5,547
Non-consumer non-real estate		1,792		1,163		302		1,512
Consumer non-real estate		349		325		59		389
Other loans		2,255		2,020		212		2,158
Acquired loans		13,648		11,522		291		13,263

Total	$	52,067	$	47,579	$	4,454	$	50,266

Credit Risk Monitoring and Loan Grading

The Company considers various factors to monitor the risk in the loan portfolio including volume and severity of loan delinquencies, nonaccrual loans, internal grading of loans, historical loan loss experience, and economic conditions.

Loans are subject to an internal risk grading system which indicates the risk and acceptability of that loan. The loan grades used by the Company are for internal risk identification purposes and do not directly correlate to regulatory classification categories or any financial reporting definitions.

The general characteristics of the risk grades are disclosed in Footnote (5) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.

The following table presents internal loan grading by class of loans:


	Internal Loan Grading
	Grade
	1		2		3		4		5		Total
	(Dollars in thousands)
As of June 30, 2013
Non-residential real estate	$	1,032,002	$	183,754	$	25,686	$	9,882	$	—	$	1,251,324
Residential real estate		667,217		108,006		13,716		3,815		—		792,754
Non-consumer non-real estate		649,542		94,045		4,737		1,338		—		749,662
Consumer non-real estate		203,408		11,767		1,860		342		3		217,380
Other loans		143,653		2,642		864		346		—		147,505
Acquired loans		66,234		13,774		3,894		2,557		—		86,459

Total	$	2,762,056	$	413,988	$	50,757	$	18,280	$	3	$	3,245,084

As of June 30, 2012
Non-residential real estate	$	983,946	$	118,825	$	28,514	$	9,766	$	—	$	1,141,051
Residential real estate		619,115		81,324		15,920		4,790		—		721,149
Non-consumer non-real estate		610,214		78,825		7,211		1,166		—		697,416
Consumer non-real estate		187,768		10,204		2,122		333		—		200,427
Other loans		151,330		2,917		1,027		710		—		155,984
Acquired loans		110,506		27,002		7,898		4,006		—		149,412

Total	$	2,662,879	$	319,097	$	62,692	$	20,771	$	—	$	3,065,439

The allowance for loan losses (“ALLL”) methodology is disclosed in Footnote (5) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.

The following table details activity in the ALLL by class of loans for the period presented. Allocation of a portion of the allowance to one class of loans does not preclude its availability to absorb losses in other classes.


	ALLL
	Non- Residential Real Estate			Residential Real Estate			Non- Consumer Non-Real Estate			Consumer Non-Real Estate			Other Loans			Acquired Loans			Total
	(Dollars in thousands)
Three Months Ended June 30, 2013
Allowance for credit losses:
Balance at March 31, 2013	$	15,331		$	9,921		$	8,982		$	2,384		$	1,822		$	224		$	38,664

Charge-offs		(3	)		(99	)		(69	)		(155	)		(20	)		(1	)		(347	)
Recoveries		7			29			18			61			31			3			149

Net charge-offs		4			(70	)		(51	)		(94	)		11			2			(198	)

Provisions charged to operations		245			231			(180	)		99			128			(7	)		516

Balance at June 30, 2013	$	15,580		$	10,082		$	8,751		$	2,389		$	1,961		$	219		$	38,982

Six Months Ended June 30, 2013
Allowance for credit losses:
Balance at December 31, 2012	$	14,969		$	9,815		$	9,385		$	2,451		$	1,885		$	220		$	38,725

Charge-offs		(21	)		(250	)		(105	)		(295	)		(159	)		(50	)		(880	)
Recoveries		26			42			49			137			31			36			321

Net charge-offs		5			(208	)		(56	)		(158	)		(128	)		(14	)		(559	)

Provisions charged to operations		606			475			(578	)		96			204			13			816

Balance at June 30, 2013	$	15,580		$	10,082		$	8,751		$	2,389		$	1,961		$	219		$	38,982

Allowance for credit losses-ending balances:
Individually evaluated for impairment	$	2,880		$	2,016		$	1,124		$	265		$	231		$	—		$	6,516
Collectively evaluated for impairment		12,700			8,066			7,627			2,124			1,730			219			32,466

Balance at June 30, 2013	$	15,580		$	10,082		$	8,751		$	2,389		$	1,961		$	219		$	38,982

Loans-Ending balances:
Individually evaluated for impairment	$	35,568		$	17,531		$	6,075		$	2,205		$	280		$	—		$	61,659
Collectively evaluated for impairment		1,215,756			775,223			743,587			215,175			147,225			80,008			3,176,974
Loans acquired with deteriorated credit quality		—			—			—			—			—			6,451			6,451

Balance at June 30, 2013	$	1,251,324		$	792,754		$	749,662		$	217,380		$	147,505		$	86,459		$	3,245,084


	ALLL
	Non- Residential Real Estate			Residential Real Estate			Non- Consumer Non-Real Estate			Consumer Non-Real Estate			Other Loans			Acquired Loans			Total
	(Dollars in thousands)
Three Months Ended June 30, 2012
Allowance for credit losses:
Balance at March 31, 2012	$	14,109		$	9,762		$	9,198		$	2,283		$	1,850		$	431		$	37,633

Charge-offs		(7	)		(95	)		(313	)		(77	)		(27	)		(12	)		(531	)
Recoveries		(6	)		13			26			32			12			9			86

Net charge-offs		(13	)		(82	)		(287	)		(45	)		(15	)		(3	)		(445	)

Provisions charged to operations		253			326			(353	)		44			19			(41	)		248

Balance at June 30, 2012	$	14,349		$	10,006		$	8,558		$	2,282		$	1,854		$	387		$	37,436

Six Months Ended June 30, 2012
Allowance for credit losses:
Balance at December 31, 2011	$	13,948		$	9,764		$	9,156		$	2,315		$	1,886		$	587		$	37,656

Charge-offs		(128	)		(131	)		(330	)		(191	)		(207	)		(76	)		(1,063	)
Recoveries		31			109			124			116			31			11			422

Net charge-offs		(97	)		(22	)		(206	)		(75	)		(176	)		(65	)		(641	)

Provisions charged to operations		498			264			(392	)		42			144			(135	)		421

Balance at June 30, 2012	$	14,349		$	10,006		$	8,558		$	2,282		$	1,854		$	387		$	37,436

Allowance for credit losses-ending balances:
Individually evaluated for impairment	$	2,986		$	2,760		$	1,436		$	302		$	196		$	—		$	7,680
Collectively evaluated for impairment		11,363			7,246			7,122			1,980			1,658			387			29,756

Balance at June 30, 2012	$	14,349		$	10,006		$	8,558		$	2,282		$	1,854		$	387		$	37,436

Loans-Ending balances:
Individually evaluated for impairment	$	38,278		$	20,710		$	8,377		$	2,455		$	109		$	—		$	69,929
Collectively evaluated for impairment		1,102,773			700,439			689,039			197,972			155,875			137,508			2,983,606
Loans acquired with deteriorated credit quality		—			—			—			—			—			11,904			11,904

Balance at June 30, 2012	$	1,141,051		$	721,149		$	697,416		$	200,427		$	155,984		$	149,412		$	3,065,439

Transfers from Loans

Transfers from loans to other real estate owned and repossessed assets are non-cash transactions, and are not included in the statements of cash flow.

Transfers from loans to other real estate owned and repossessed assets during the periods presented, are summarized as follows:


	Six Months Ended June 30,
	2013		2012
	(Dollars in thousands)
Other real estate owned	$	896	$	1,284
Repossessed assets		594		295

Total	$	1,490	$	1,579

(5) INTANGIBLE ASSETS

The following is a summary of intangible assets:


	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
	(Dollars in thousands)
As of June 30, 2013
Core deposit intangibles	$	13,473	$	(6,508	)	$	6,965
Customer relationship intangibles		5,657		(2,160	)		3,497
Mortgage servicing intangibles		765		(127	)		638

Total	$	19,895	$	(8,795	)	$	11,100

Additional information for intangible assets can be found in Footnote (7) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.

(6) STOCK-BASED COMPENSATION

The Company adopted a nonqualified incentive stock option plan (the “BancFirst ISOP”) in May 1986. The Company amended the BancFirst ISOP to increase the number of shares to be issued under the plan to 3,000,000 shares in May 2013. At June 30, 2013, 185,860 shares were available for future grants. The BancFirst ISOP will terminate on December 31, 2014. The options are exercisable beginning four years from the date of grant at the rate of 25% per year for four years. Options expire at the end of fifteen years from the date of grant. Options outstanding as of June 30, 2013 will become exercisable through the year 2020. 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.

In June 1999, the Company adopted the BancFirst Corporation Non-Employee Directors’ Stock Option Plan (the “BancFirst Directors’ Stock Option Plan”). Each non-employee director is granted an option for 10,000 shares. The Company amended the BancFirst Directors’ Stock Option Plan to increase the number of shares to be issued under the plan to 205,000 shares in May 2009. At June 30, 2013, 15,000 shares were available for future grants. 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 June 30, 2013 will become exercisable through the year 2017. 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 currently uses newly issued stock to satisfy stock-based exercises, but reserves the right to use treasury stock purchased under the Company’s Stock Repurchase Program (the “SRP”) in the future.

The following table is a summary of the activity under both the BancFirst ISOP and the BancFirst Directors’ Stock Option Plan:


	Options			Wgtd. Avg. Exercise Price		Wgtd. Avg. Remaining Contractual Term			Aggregate Intrinsic Value
	(Dollars in thousands, except per share data)
Six Months Ended June 30, 2013
Outstanding at December 31, 2012		1,216,981		$	31.98
Options granted		50,000			42.79
Options exercised		(55,750	)		21.54
Options canceled, forfeited, or expired		(5,000	)		43.02

Outstanding at June 30, 2013		1,206,231			32.86		8.64	Yr	$	16,512

Exercisable at June 30, 2013		579,781			26.56		4.83	Yr	$	11,588

The following table has additional information regarding options granted and options exercised under both the BancFirst ISOP and the BancFirst Directors’ Stock Option Plan:


	Three Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
	(Dollars in thousands, except per share data)
Weighted average grant-date fair value per share of options granted	$	8.74	$	—	$	8.74	$	—
Total intrinsic value of options exercised		2,083		617		2,431		1,749
Cash received from options exercised		1,059		239		1,201		722
Tax benefit realized from options exercised		805		239		940		677

The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model and is based on certain assumptions including risk-free rate of return, dividend yield, stock price volatility, and the expected term. The fair value of each option is expensed over its vesting period.

The following table is a summary of the Company’s recorded stock-based compensation expense:


	Three Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
	(Dollars in thousands)
Stock-based compensation expense	$	321	$	357	$	695	$	798
Tax		124		138		269		309

Stock-based compensation expense, net of tax	$	197	$	219	$	426	$	489

The Company will continue to amortize the remaining fair value of stock options over the remaining vesting period of approximately seven years. The following table shows the remaining fair value of stock options:


	June 30, 2013
	(Dollars in thousands)
Fair value of stock options	$	5,144

The following table shows the assumptions used for computing stock-based compensation expense under the fair value method:


	Six Months Ended June 30,
	2013			2012
Risk-free interest rate		2.53	%		1.78	%
Dividend yield		2.00	%		2.00	%
Stock price volatility		18.36	%		38.72	%
Expected term		10	Yrs		10	Yrs

The risk-free interest rate is determined by reference to the spot zero-coupon rate for the U.S. Treasury security with a maturity similar to the expected term of the options. The dividend yield is the expected yield for the expected term. The stock price volatility is estimated from the recent historical volatility of the Company’s stock. The expected term is estimated from the historical option exercise experience.

(7) STOCKHOLDERS’ EQUITY

In November 1999, the Company adopted a Stock Repurchase Program (the “SRP”). 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 stockholders wishing to sell their stock. All shares repurchased under the SRP have been retired and not held as treasury stock. The timing, price and amount of stock repurchases under the SRP may be determined by management and approved by the Company’s Executive Committee.

The following table is a summary of the shares under the program:


	Three Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
Number of shares repurchased		17,191		6,787		40,241		6,787
Average price of shares repurchased	$	40.83	$	37.70	$	40.88	$	37.70
Shares remaining to be repurchased		194,723		234,964		194,723		234,964

The Company and BancFirst are subject to risk-based capital guidelines issued by the Board of Governors of the Federal Reserve System and FDIC. These guidelines are used to evaluate capital adequacy and involve both quantitative and qualitative evaluations of the Company’s and BancFirst’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. Management believes, as of June 30, 2013, that the Company and BancFirst met all capital adequacy requirements to which they are subject. The required capital amounts and the Company’s and BancFirst’s respective ratios are shown in the following table:


	Actual					For Capital Adequacy Purposes					To Be Well Capitalized Under Prompt Corrective Action Provisions
	Amount		Ratio			Amount		Ratio			Amount		Ratio
	(Dollars in thousands)
As of June 30, 2013:
Total Capital
(to Risk Weighted Assets)-
BancFirst Corporation	$	540,704		14.97	%	$	288,899		8.00	%		N/A		N/A
BancFirst		510,785		14.18	%		288,208		8.00	%	$	360,260		10.00	%
Tier 1 Capital
(to Risk Weighted Assets)-
BancFirst Corporation	$	501,722		13.89	%	$	144,450		4.00	%		N/A		N/A
BancFirst		471,803		13.10	%		144,104		4.00	%	$	216,156		6.00	%
Tier 1 Capital
(to Total Assets)-
BancFirst Corporation	$	501,722		8.81	%	$	172,491		3.00	%		N/A		N/A
BancFirst		471,803		8.30	%		171,887		3.00	%	$	286,479		5.00	%

As of June 30, 2013, BancFirst was considered to be “well capitalized” and there are no conditions or events since the most recent notification of BancFirst’s capital category that management believes would materially change its category under capital requirements existing as of the report date. 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%. The Company’s trust preferred securities have continued to be included in Tier 1 capital as the Company’s total assets do not exceed $10 billion.

Basel III Capital Rules

In July 2013, the three Federal bank regulatory agencies jointly published final rules (the “Basel III Capital Rules”) establishing a new comprehensive capital framework for U.S. banking organizations. The rules implement the Basel Committee’s December 2010 framework known as “Basel III” for strengthening international capital standards as well as certain provisions of the Dodd-Frank Act. These Rules substantially revise the risk-based capital requirements applicable to bank holding companies and depository institutions, compared to the current U.S. risk-based capital rules. The Basel III Capital Rules define the components of capital and address other issues affecting the numerator in banking institutions’ regulatory capital ratios. These Rules also address risk weights and other issues affecting the denominator in banking institutions’ regulatory capital ratios and replace the existing risk-weighting approach with a more risk-sensitive approach. The Basel III Capital Rules also implement the requirements of Section 939A of the Dodd-Frank Act to remove references to credit ratings from the federal banking agencies’ rules. The Basel III Capital Rules are effective for the Company and BancFirst on January 1, 2015 (subject to a 4-year phase-in period).

The Basel III Capital Rules, among other things, (i) introduce a new capital measure called “Common Equity Tier 1” (“CET1”), (ii) specify that Tier 1 capital consist of CET1 and “Additional Tier 1 capital” instruments meeting specified requirements, (iii) define CET1 narrowly by requiring that most deductions/adjustments to regulatory capital measures be made to CET1 and not to the other components of capital, and (iv) expand the scope of the deductions/adjustments as compared to existing regulations.

Under the Basel III Capital Rules, the initial minimum capital ratios as of January 1, 2015 will be as follows:

4.5% CET1 to risk-weighted assets.

6.0% Tier 1 capital to risk-weighted assets.

8.0% Total capital to risk-weighted assets.

4.0% Minimum leverage ratio

Implementation of the deductions and other adjustments to CET1 will begin on January 1, 2015 and will be phased-in over a 4-year period (beginning at 40% on January 1, 2015 and an additional 20% per year thereafter). Under the new rule, in order to avoid limitations on capital distributions, including dividend payments and certain discretionary bonus payments to executive officers, a banking organization must hold a capital conservation buffer composed of CET1 capital above its minimum risk-based capital requirements. The implementation of the capital conservation buffer will begin on January 1, 2016 at the 0.625% level and be phased in over a four-year period (increasing by that amount on each subsequent January 1, until it reaches 2.5% on January 1, 2019).

Management believes that, as of June 30, 2013, the Company and BancFirst would meet all capital adequacy requirements under the Basel III Capital Rules on a fully phased-in basis as if such requirements were currently in effect.

(8) NET INCOME PER COMMON SHARE

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


	Income (Numerator)		Shares (Denominator)		Per Share Amount
	(Dollars in thousands, except per share data)
Three Months Ended June 30, 2013
Basic
Income available to common stockholders	$	12,593		15,232,129	$	0.83

Effect of stock options		—		247,620

Diluted
Income available to common stockholders plus assumed exercises of stock options	$	12,593		15,479,749	$	0.81

Three Months Ended June 30, 2012
Basic
Income available to common stockholders	$	11,729		15,155,525	$	0.77

Effect of stock options		—		271,271

Diluted
Income available to common stockholders plus assumed exercises of stock options	$	11,729		15,426,796	$	0.76

Six Months Ended June 30, 2013
Basic
Income available to common stockholders	$	25,965		15,235,397	$	1.70

Effect of stock options		—		246,473

Diluted
Income available to common stockholders plus assumed exercises of stock options	$	25,965		15,481,870	$	1.68

Six Months Ended June 30, 2012
Basic
Income available to common stockholders	$	25,734		15,145,066	$	1.70

Effect of stock options		—		276,608

Diluted
Income available to common stockholders plus assumed exercises of stock options	$	25,734		15,421,674	$	1.67

The following table shows the number and average exercise price of options that were excluded from the computation of diluted net income per common share for each period because the options’ exercise prices were greater than the average market price of the common shares:


	Shares		Average Exercise Price
Three Months Ended June 30, 2013		466,159	$	39.76
Three Months Ended June 30, 2012		607,200	$	38.70
Six Months Ended June 30, 2013		475,867	$	39.69
Six Months Ended June 30, 2012		607,200	$	38.70

(9) FAIR VALUE MEASUREMENTS

Accounting standards define fair value as the price that would be received to sell an asset or the price paid to transfer a liability in the principal or most advantageous market available to the entity in an orderly transaction between market participants on the measurement date.

FASB ASC Topic 820 establishes a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows:

•

Level 1 Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

•

Level 2 Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset and liability, either directly or indirectly, for substantially the full term of the financial instrument.

•

Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. This category includes certain impaired loans, foreclosed assets, other real estate, goodwill and other intangible assets.

Financial Assets and Financial Liabilities Measured at Fair Value on a Recurring Basis

A description of the valuation methodologies and key inputs used to measure financial assets and financial liabilities at fair value on a recurring basis, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below. These valuation methodologies were applied to the following categories of the Company’s financial assets and financial liabilities.

Securities Available for Sale

Securities classified as available for sale are reported at fair value. U.S. Treasuries are valued using Level 1 inputs. Other securities available for sale including U.S. Federal agencies, mortgage backed securities, and state and political subdivisions are valued using prices from an independent pricing service utilizing Level 2 data. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the bond’s terms and conditions, among other things. The Company also invests in equity securities classified as available for sale for which observable information is not readily available. These securities are reported at fair value utilizing Level 3 inputs. For these securities, management determines the fair value based on replacement cost, the income approach or information provided by outside consultants or lead investors.

The Company reviews the prices for Level 1 and Level 2 securities supplied by the independent pricing service for reasonableness and to ensure such prices are aligned with traditional pricing matrices. In general, the Company does not purchase investment portfolio securities that are esoteric or that have complicated structures. The Company’s entire portfolio consists of traditional investments including U.S. Treasury obligations, Federal agency mortgage pass-through securities, general obligation municipal bonds and a small amount of municipal revenue bonds. Pricing for such instruments is fairly generic and is easily obtained. For in-state bond issues that have relatively low issue sizes and liquidity, the Company utilizes the same parameters adjusted for the specific issue. From time to time, the Company will validate, on a sample basis, prices supplied by the independent pricing service by comparison to prices obtained from third party sources.

Derivatives

Derivatives are reported at fair value utilizing Level 2 inputs. The Company obtains dealer and market quotations to value its oil and gas swaps and options. The Company utilizes dealer quotes and observable market data inputs to substantiate internal valuation models.

Loans Held For Sale

The Company originates mortgage loans to be sold. At the time of origination, the acquiring bank has already been determined and the terms of the loan, including interest rate, have already been set by the acquiring bank, allowing the Company to originate the loan at fair value. Mortgage loans are generally sold within 30 days of origination. Loans held for sale are valued using Level 2 inputs. Gains or losses recognized upon the sale of the loans are determined on a specific identification basis.

Mortgage Servicing Intangibles

The Company acquired Mortgage Servicing Intangibles with the acquisition of 1^st Bank Oklahoma on July 12, 2011. Mortgage Servicing Intangibles are amortized based on current prepayment assumptions and are adjusted to fair value quarterly, if impaired. Fair value is estimated based on the present value of future cash flows over several interest rate scenarios, which are then discounted at risk-adjusted rates. The Company considers portfolio characteristics, contractually specified servicing fees, prepayment assumptions, delinquency rates, late charges, other ancillary revenue, costs to service and other economic factors. When available, fair value estimates and assumptions are compared to observable market data and the recent market activity and actual portfolio experience.

The following table summarizes financial assets and financial liabilities measured at fair value on a recurring basis as of June 30, 2013 and 2012, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value:


	Level 1 Inputs		Level 2 Inputs		Level 3 Inputs		Total Fair Value
	(Dollars in thousands)
June 30, 2013
Securities available for sale:
U.S. Treasury	$	20,158	$	—	$	—	$	20,158
U.S. Federal agencies		—		404,522		—		404,522
Mortgage-backed securities		—		16,031		—		16,031
States and political subdivisions		—		51,929		—		51,929
Other securities		—		3,446		9,827		13,273
Derivative assets		—		2,200		—		2,200
Derivative liabilities		—		991		—		991
Loans held for sale		—		12,044		—		12,044
Mortgage servicing intangibles		—		—		638		638

June 30, 2012
Securities available for sale:
U.S. Federal agencies	$	—	$	459,566	$	—	$	459,566
Mortgage-backed securities		—		24,709		—		24,709
States and political subdivisions		—		60,538		—		60,538
Other securities		—		—		10,487		10,487
Derivative assets		—		7,652		—		7,652
Derivative liabilities		—		5,648		—		5,648
Loans held for sale		—		16,612		—		16,612
Mortgage servicing intangibles		—		—		915		915

The changes in Level 3 assets measured at estimated fair value on a recurring basis during the six months ended June 30, 2013 and 2012 were as follows:


	Six Months Ended June 30,
	2013			2012
	(Dollars in thousands)
Balance at the beginning of the year	$	10,779		$	13,225
Purchases, issuances and settlements		239			1,739
Sales		(121	)		(5,154	)
(Losses) gains included in earnings		5			4,110
Total unrealized (losses) gains		(437	)		(2,518	)

Balance at the end of the period	$	10,465		$	11,402

The Company’s policy is to recognize transfers in and transfers out of Levels 1, 2 and 3 as of the end of the reporting period. During the six months ended June 30, 2013 and 2012, the Company did not transfer any securities between levels in the fair value hierarchy.

Financial Assets and Financial Liabilities Measured at Fair Value on a Nonrecurring Basis

Certain financial assets and financial liabilities are measured at fair value on a nonrecurring basis; that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment). These financial assets and financial liabilities are reported at fair value utilizing Level 3 inputs.

Impaired loans are reported at the fair value of the underlying collateral if repayment is dependent on liquidation of the collateral. The impaired loans are adjusted to fair value through a specific allocation of the allowance for loan losses.

Foreclosed assets, upon initial recognition, are measured and adjusted to fair value through a charge-off to the allowance for possible loan losses based upon the fair value of the foreclosed asset.

Other real estate owned is revalued at fair value subsequent to initial recognition, with any losses recognized in net expense from other real estate owned.

The following table summarizes assets measured at fair value on a nonrecurring basis and the related gains or losses recognized during the period:


	Level 1		Level 2		Level 3		Total Fair Value		Gains (Losses)
	(Dollars in thousands)
Six Months Ended June 30, 2013
Impaired loans (less specific allowance)		—		—	$	39,035	$	39,035	$	—
Foreclosed assets		—		—		511		511		29
Other real estate owned		—		—		7,992		7,992		(705	)
Six Months Ended June 30, 2012
Impaired loans (less specific allowance)		—		—	$	43,125	$	43,125	$	—
Foreclosed assets		—		—		135		135		(86	)
Other real estate owned		—		—		10,088		10,088		(1,067	)

Estimated Fair Value of Financial Instruments

The Company is required under current authoritative accounting guidance to disclose the estimated fair value of their financial instruments that are not recorded at fair value. For the Company, as for most financial institutions, substantially all of its assets and liabilities are considered financial instruments. A financial instrument is defined as cash, evidence of an ownership interest in an entity or a contract that creates a contractual obligation or right to deliver or receive cash or another financial instrument from a second entity. The following methods and assumptions were used to estimate the fair value of each class of financial instruments:

Cash and Cash Equivalents Include: Cash and Due from Banks; Federal Funds Sold and Interest-Bearing Deposits

The carrying amount of these short-term instruments is a reasonable estimate of fair value.

Securities Held for Investment

For securities held for investment, which are generally traded in secondary markets, 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 making adjustments for credit or liquidity if applicable.

Loans

For certain homogeneous categories of loans, such as some residential mortgages, fair values are estimated using the quoted market prices for securities backed by similar loans, adjusted for differences in loan characteristics. The fair values of other types of loans are 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.

Deposits

The fair values of transaction and savings accounts are the amounts payable on demand at the reporting date. The fair values of fixed-maturity certificates of deposit are estimated using the rates currently offered for deposits of similar remaining maturities.

Short-term Borrowings

The amounts payable on these short-term instruments are reasonable estimates of fair value.

Long-term Borrowings

The fair values of fixed-rate long-term borrowings are estimated using the rates that would be charged for borrowings of similar remaining maturities.

Junior Subordinated Debentures

The fair values of junior subordinated debentures are estimated using the rates that would be charged for junior subordinated debentures of similar remaining maturities.

Loan Commitments and Letters of Credit

The fair values of commitments are estimated using the fees currently charged to enter into similar agreements, taking into account the terms of the agreements. The fair values of letters of credit are based on fees currently charged for similar agreements.

The estimated fair values of the Company’s financial instruments are as follows:


	June 30,
	2013					2012
	Carrying Amount			Fair Value		Carrying Amount			Fair Value
	(Dollars in thousands)
FINANCIAL ASSETS
Cash and cash equivalents	$	1,720,239		$	1,720,239	$	1,763,908		$	1,763,908
Securities held for investment		14,511			14,654		19,734			20,104
Loans:
Loans (net of unearned interest)		3,245,084					3,065,439
Allowance for loan losses		(38,982	)				(37,436	)

Loans, net		3,206,102			3,238,652		3,028,003			3,092,725
FINANCIAL LIABILITIES
Deposits		5,150,411			5,175,528		5,099,648			5,121,335
Short-term borrowings		3,522			3,522		6,340			6,340
Long-term borrowings		9,964			9,906		11,329			11,431
Junior subordinated debentures		26,804			28,991		26,804			28,970
OFF-BALANCE SHEET FINANCIAL INSTRUMENTS
Loan commitments					1,574					1,321
Letters of credit					437					428

Non-financial Assets and Non-financial Liabilities Measured at Fair Value

The Company has no non-financial assets or non-financial liabilities measured at fair value on a recurring basis. Certain non-financial assets and non-financial liabilities measured at fair value on a nonrecurring basis include intangible assets (excluding mortgage service rights, which are valued quarterly) and other non-financial long-lived assets measured at fair value and adjusted for impairment. These items are evaluated at least annually for impairment. The overall levels of non-financial assets and non-financial liabilities measured at fair value on a nonrecurring basis were not considered to be significant to the Company at June 30, 2013 or 2012.

(10) DERIVATIVE FINANCIAL INSTRUMENTS

The Company enters into oil and gas swaps and options contracts to accommodate the business needs of its customers. Upon the origination of an oil or gas swap or option contract with a customer, the Company simultaneously enters into an offsetting contract with a counterparty to mitigate the exposure to fluctuations in oil and gas prices. These derivatives are not designated as hedged instruments and are recorded on the Company’s consolidated balance sheet at fair value.

The Company utilizes dealer quotations and observable market data inputs to substantiate internal valuation models. The notional amounts and estimated fair values of oil and gas derivative positions outstanding are presented in the following table:


	June 30, 2013
Oil and Natural Gas Swaps and Options	Notional Units	Notional Amount			Estimated Fair Value
	(Notional amounts and dollars in thousands)
Oil
Derivative assets	Barrels		447		$	1,202
Derivative liabilities	Barrels		(447	)		(697	)
Natural Gas
Derivative assets	MMBTUs		3,122			999
Derivative liabilities	MMBTUs		(3,122	)		(294	)
Total Fair Value	Included in
Derivative assets	Other assets					2,201
Derivative liabilities	Other liabilities					991

The following table is a summary of the Company’s recognized income related to the activity, which was included in other noninterest income:


	Three Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
	(Dollars in thousands)
Derivative income	$	130	$	141	$	238	$	350

The Company’s credit exposure on oil and gas swaps and options varies based on the current market prices of oil and natural gas. Other than credit risk, changes in the fair value of customer positions will be offset by equal and opposite changes in the counterparty positions. The net positive fair value of the contracts is the profit derived from the activity and is unaffected by market price movements.

Customer credit exposure is managed by strict position limits and is primarily offset by first liens on production while the remainder is offset by cash. Counterparty credit exposure is managed by selecting highly rated counterparties (rated A- or better by Standard and Poor’s) and monitoring market information.

The following table is a summary of the Company’s net credit exposure relating to oil and gas swaps and options with bank counterparties:


	June 30, 2013
	(Dollars in thousands)
Credit exposure	$	1,246

Balance Sheet Offsetting

Derivatives may be eligible for offset in the consolidated balance sheet and/or subject to master netting arrangements. The Company’s derivative transactions with upstream financial institution counterparties and bank customers are generally executed under International Swaps and Derivative Association (“ISDA”) master agreements which include “right of set-off” provisions. In such cases there is generally a legally enforceable right to offset recognized amounts and there may be an intention to settle such amounts on a net basis. Nonetheless, the Company does not generally offset such financial instruments for financial reporting purposes.

(11) 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, 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
	(Dollars in thousands)
Three Months Ended:
June 30, 2013
Net interest income (expense)	$	13,943	$	25,424	$	1,730	$	(467	)	$	—		$	40,630
Noninterest income		3,116		11,846		6,073		13,792			(13,094	)		21,733
Income before taxes		8,108		14,512		2,158		7,643			(13,029	)		19,392
June 30, 2012
Net interest income (expense)	$	13,354	$	26,384	$	1,721	$	(590	)	$	—		$	40,869
Noninterest income		2,672		10,721		6,214		13,245			(12,488	)		20,364
Income before taxes		8,220		14,944		2,011		5,686			(12,439	)		18,422
Six Months Ended:
June 30, 2013
Net interest income (expense)	$	27,954	$	50,568	$	3,295	$	(931	)	$	—		$	80,886
Noninterest income		6,306		23,391		12,975		28,541			(26,945	)		44,268
Income before taxes		17,045		28,589		5,395		15,737			(26,827	)		39,939
June 30, 2012
Net interest income (expense)	$	26,517	$	53,015	$	3,434	$	(1,280	)	$	—		$	81,686
Noninterest income		5,353		20,856		16,078		28,626			(27,112	)		43,801
Income before taxes		16,652		30,199		8,398		12,219			(27,002	)		40,466
Total Assets:
June 30, 2013	$	1,945,032	$	3,590,420	$	93,047	$	706,501		$	(585,334	)	$	5,749,666
December 31, 2012		1,996,539		3,801,653		186,473		602,342			(564,757	)		6,022,250
June 30, 2012		1,801,752		3,688,931		130,762		607,662			(557,396	)		5,671,711

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 at rates approximating the cost of providing the services. Eliminations are adjustments to consolidate the business units and companies. Capital expenditures are generally charged to the business unit using the asset.

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

The following discussion and analysis presents factors that the Company believes are relevant to an assessment and understanding of the Company’s consolidated financial position and results of operations. This discussion and analysis should be read in conjunction with the Company’s December 31, 2012 consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012 and the Company’s consolidated financial statements and the related Notes included in Item 1.

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.

SUMMARY

BancFirst Corporation’s net income was $12.6 million, or $0.81 diluted earnings per share, for the second quarter of 2013, compared to net income of $11.7 million, or $0.76 diluted earnings per share, for the second quarter of 2012. Net income was $26.0 million, or $1.68 diluted earnings per share for the six months ended June 30, 2013, compared to $25.7 million, or $1.67 diluted earnings per share, for the six months ended June 30, 2012.

Net interest income for the second quarter of 2013 was $40.6 million compared to $40.9 million for the second quarter of 2012. The net interest margin for the quarter was 3.08% compared to 3.14% a year ago as interest rates have remained at historically low levels. The provision for loan loss as for the second quarter of 2013 was $516,000 compared to $248,000 for the second quarter of 2012. Net charge-offs for the second quarter of 2013 were 0.01% of average loans compared to 0.02% for the second quarter of 2012. Noninterest income for the quarter totaled $21.7 million compared to $20.4 million for the second quarter of 2012. Noninterest expense was $42.5 million compared to $42.6 million a year ago.

At June 30, 2013, the Company’s total assets were $5.7 billion, down $272.6 million or 4.5% from $6.0 billion at December 31, 2012. Loans totaled $3.2 billion, up $2.7 million from December 31, 2012. Deposits totaled $5.2 billion, down $290.4 million due to a temporary influx of deposits at year end 2012 and efforts by the Company to move public funds into sweep accounts. The Company’s total stockholders’ equity was $535.0 million, an increase of $15.4 million or 3.0% over December 31, 2012.

Asset quality remained strong and was little changed from the previous quarters. Nonperforming and restructured assets were 0.80% of total assets compared to 0.81% at December 31, 2012. The allowance to total loans was 1.20% compared to 1.19% at year end 2012.

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 (11) of the Notes to Consolidated Financial Statements for disclosures regarding business segments.

RESULTS OF OPERATIONS

Selected income statement data and other selected data for the comparable periods were as follows:

BANCFIRST CORPORATION

SELECTED CONSOLIDATED FINANCIAL DATA

(Unaudited)

(Dollars in thousands, except per share data)


	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
Income Statement Data
Net interest income	$	40,630		$	40,869		$	80,866		$	81,686
Provision for loan losses		516			248			816			421
Securities transactions		129			226			251			4,258
Total noninterest income		21,733			20,364			44,268			43,801
Salaries and employee benefits		25,085			24,830			50,294			49,630
Total noninterest expense		42,455			42,563			84,399			84,600
Net income		12,593			11,729			25,965			25,734
Per Common Share Data
Net income – basic	$	0.83		$	0.77		$	1.70		$	1.70
Net income – diluted		0.81			0.76			1.68			1.67
Cash dividends		0.29			0.27			0.58			0.54
Performance Data
Return on average assets		0.88	%		0.83	%		0.91	%		0.91	%
Return on average stockholders’ equity		9.48			9.46			9.89			10.44
Cash dividend payout ratio		35.08			35.06			34.03			31.76
Net interest spread		2.92			2.95			2.92			2.96
Net interest margin		3.08			3.14			3.08			3.16
Efficiency ratio		68.08			69.51			67.44			67.42
Net charge-offs to average loans		0.01			0.02			0.02			0.03

Net Interest Income

For the three months ended June 30, 2013, net interest income, which is the Company’s principal source of operating revenue, was $40.6 million compared to $40.9 million for the three months ended June 30, 2012. Net interest margin is the ratio of taxable-equivalent net interest income to average earning assets for the period. The Company’s net interest margin decreased for the second quarter of 2013 compared to the second quarter of 2012, as shown in the preceding table, which was due to continued low interest rates and the maturity or pay down of higher-yielding earning assets. If interest rates and/or loan volume do not increase, management expects continued compression of its net interest margin for the remainder of 2013 as higher yielding loans and securities mature and are replaced at current market rates.

Net interest income for the six months ended June 30, 2013 was $80.9 million compared to $81.7 million for the six months ended June 30, 2012. The net interest margin for the year-to-date decreased compared to the same period of the previous year, as shown in the preceding table.

Provision for Loan Losses

The Company’s provision for loan losses for the current quarter was $516,000, compared to $248,000 for the second quarter of 2012. Management believes the allowance for loan losses is appropriate based upon management’s best estimate of probable losses that have been incurred within the existing loan portfolio. Should any of the factors considered by management in evaluating the appropriate level

of the allowance for loan losses change, the Company’s estimate of probable loan losses could also change, which could affect the level of future provisions for loan losses. Net loan charge-offs were $198,000 for the three months ended June 30, 2013, compared to $445,000 for the three months ended June 30, 2012. The rate of net charge-offs to average total loans is presented in the preceding table.

For the six months ended June 30, 2013, the Company’s provision for loan losses was $816,000, compared to $421,000 for the six months ended June 30, 2012. Net loan charge-offs were $559,000 compared to $641,000 for the same period of the prior year.

Noninterest Income

Noninterest income totaled $21.7 million for the second quarter compared to $20.4 million for the second quarter of 2012.

Noninterest income for the six months ended June 30, 2013 totaled $44.3 million compared to $43.8 million for the six months ended June 30, 2012. The first quarter of 2012 included a $4.5 million pretax securities gain from the sale of an investment by the Company’s Small Business Investment Corporation, Council Oak Investment Corporation, a wholly-owned subsidiary of BancFirst.

The Company had fees from debit card usage totaling $8.5 million and $8.2 million during the six months ended June 30, 2013 and 2012, respectively. The Dodd-Frank Act has given the Federal Reserve the authority to establish rules regarding debit card interchange fees charged for electronic debit transactions by payment card issuers. Because of the uncertainty as to any future rulemaking by the Federal Reserve and the inability to forecast competitive responses, the Company cannot provide any assurance as to the ultimate impact of the Dodd-Frank Act on the amount of fees from debit card usage reported in future periods.

Noninterest Expense

For the second quarter of 2013, noninterest expense totaled $42.5 million compared to $42.6 million for the second quarter of 2012.

For the six months ended June 30, 2013, noninterest expense totaled $84.4 million compared to $84.6 million for the six months ended June 30, 2012. Included in the noninterest expense for the first quarter of 2012 was $1.6 million in merger related costs and approximately $500,000 of expenses related to the sale of an investment by the Company’s Small Business Investment Corporation, Council Oak Investment Corporation, a wholly-owned subsidiary of BancFirst. Additionally, the net expense on other real estate for the first six months of 2012 was $1.2 million higher than for the first half of 2013.

Income Taxes

The Company’s effective tax rate on income before taxes was 35.1% for the three months ended June 30, 2013, compared to 36.3% for the three months ended June 30, 2012 due primarily to new tax credits utilized.

The Company’s effective tax rate on income before taxes was 35.0% for the first six months of 2013, compared to 36.4% for the first six months of 2012 due primarily to new tax credits utilized.

FINANCIAL POSITION

BANCFIRST CORPORATION

SELECTED CONSOLIDATED FINANCIAL DATA

(Dollars in thousands, except per share data)


	June 30,			December 31,			June 30,
	2013			2012			2012
	(unaudited)						(unaudited)
Balance Sheet Data
Total assets	$	5,749,666		$	6,022,250		$	5,671,711
Total loans		3,245,084			3,242,427			3,065,439
Allowance for loan losses		38,982			38,725			37,436
Securities		520,424			562,542			575,034
Deposits		5,150,411			5,440,830			5,099,648
Stockholders’ equity		534,961			519,567			499,561
Book value per share		35.07			34.09			32.97
Tangible book value per share		31.42			30.37			29.16
Average loans to deposits (year-to-date)		62.58	%		60.27	%		60.17	%
Average earning assets to total assets (year-to-date)		92.72			92.73			92.56
Average stockholders’ equity to average assets (year-to-date)		9.21			8.79			8.75
Asset Quality Ratios
Nonperforming and restructured loans to total loans		1.16	%		1.20	%		1.31	%
Nonperforming and restructured assets to total assets		0.80			0.81			0.89
Allowance for loan losses to total loans		1.20			1.19			1.22
Allowance for loan losses to nonperforming and restructured loans		103.40			99.42			93.14

Cash, Federal Funds Sold and Interest-Bearing Deposits with Banks

The aggregate of cash and due from banks, interest-bearing deposits with banks, and Federal funds sold as of June 30, 2013 decreased $225.6 million from December 31, 2012 and $43.7 million from June 30, 2012. The higher level at year-end 2012 was due primarily to funds provided by the temporary influx of deposits at year-end 2012 and efforts by the Company to move public funds into sweep accounts. Federal funds sold consist of overnight investments of excess funds with other financial institutions. Due to the Federal Reserve Bank’s intervention into the funds market that has resulted in near zero overnight Federal funds rates, the Company has continued to maintain the majority of its excess funds with the Federal Reserve Bank. The Federal Reserve Bank pays interest on these funds based upon the lowest target rate for the maintenance period which continues to be 0.25%.

Securities

At June 30, 2013, total securities decreased $42.1 million compared to December 31, 2012, and $54.6 million compared to June 30, 2012. The size of the Company’s securities portfolio is determined by the Company’s liquidity and asset/liability management. The net unrealized gain on securities available for sale, before taxes, was $6.5 million at June 30, 2013, compared to an unrealized gain of $9.7 million at December 31, 2012, and $10.7 million at June 30, 2012. These unrealized gains are included in the Company’s stockholders’ equity as accumulated other comprehensive income, net of income tax, in the amounts of $4.2 million, $6.3 million and $7.0 million, respectively.

Loans (Including Acquired Loans)

At June 30, 2013, total loans were up $2.7 million from December 31, 2012 and up $179.6 million from June 30, 2012, due to internal growth.

Allowance for Loan Losses/Fair Value Adjustments on Acquired Loans

At June 30, 2013, the allowance for loan losses represented 1.20% of total loans, compared to 1.19% at December 31, 2012 and 1.22% at June 30, 2012. The allowance for loan losses as a percentage of total loans and the allowance to nonperforming and restructured loans are shown in the preceding table.

The fair value adjustment on acquired loans consists of an interest rate component to adjust the effective rates on the loans to market rates and a credit component to adjust for estimated credit exposures in the acquired loans. The credit component of the adjustment was $2.6 million at June 30, 2013, $2.8 million at December 31, 2012 and $3.2 million at June 30, 2012, while the acquired loans outstanding were $86.5 million, $108.5 million and $149.4 million, respectively. The decrease from the second quarter of 2012 was due to improved credit quality of the loans, loan payoffs and the early settlement of a loan escrow agreement related to one of the bank acquisitions.

Nonperforming and Restructured Assets

Nonperforming and restructured assets totaled $46.2 million at June 30, 2013, compared to $48.5 million at December 31, 2012 and $50.4 million at June 30, 2012. The Company’s level of nonperforming and restructured assets has continued to be relatively low.

Nonaccrual loans totaled $18.9 million at June 30, 2013, compared to $20.5 million at the end of 2012. The Company’s nonaccrual loans are primarily commercial and real estate loans. 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 collectability of interest or principal or both 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, was approximately $979,000 for the six months ended June 30, 2013 and $654,000 for the six months ended June 30, 2012. Only a small amount of this interest is expected to be ultimately collected.

Other real estate owned and repossessed assets totaled $8.5 million at June 30, 2013, compared to $9.6 million at December 31, 2012 and $10.2 million at June 30, 2012.

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. The Company had approximately $3.2 million of these loans at June 30, 2013 compared to $5.3 million at December 31, 2012 and $6.5 million at June 30, 2012. These loans are not included in nonperforming and restructured loans. In general, these loans are adequately collateralized and have no specific identifiable probable loss. Loans which are considered to have identifiable probable loss potential are placed on nonaccrual status, are allocated a specific allowance for loss or are directly charged-down, and are reported as nonperforming.

Liquidity and Funding

Deposits

At June 30, 2013 total deposits decreased $290.4 million compared to December 31, 2012 and increased $50.8 million compared to June 30, 2012. The decrease from December 2012 was due to a temporary influx of deposits at year end 2012 and efforts by the Company to move public funds into sweep accounts. The Company’s core deposits provide it with a stable, low-cost funding source. The Company’s core deposits as a percentage of total deposits were 93.0% at June 30, 2013, compared to 92.8% at December 31, 2012 and 92.4% at June 30, 2012. Noninterest-bearing deposits to total deposits were 38.0% at June 30, 2013, compared to 37.1% at December 31, 2012 and 36.1% at June 30, 2012.

Short-Term Borrowings

Short-term borrowings consisting primarily 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 were $3.5 million at June 30, 2013, compared to $4.6 million at December 31, 2012 and $6.3 million at June 30, 2012.

Long-Term Borrowings

The Company has a line of credit from the Federal Home Loan Bank (“FHLB”) of Topeka, Kansas to use for liquidity or to match-fund certain long-term fixed rate loans. The Company’s assets, including residential first mortgages of $548.9 million, are pledged as collateral for the borrowings under the line of credit. As of June 30, 2013, the Company had approximately $10.0 million in advances outstanding compared to $9.2 million at December 31, 2012 and $11.3 million at June 30, 2012. The advances mature at varying dates through 2014.

There have not been material changes from the liquidity and funding discussion included in Management’s Discussion and Analysis in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.

Capital Resources

Stockholders’ equity totaled $535.0 million at June 30, 2013, compared to $519.6 million at December 31, 2012 and $499.6 million at June 30, 2012. In addition to net income of $26.0 million, other changes in stockholders’ equity during the six months ended June 30, 2013 included $1.3 million related to stock option exercises and $695,000 related to stock-based compensation, that were partially offset by $8.8 million in dividends, $1.7 million of common stock acquired and canceled, and a $2.1 million decrease in other comprehensive income. The Company’s average stockholders’ equity to average assets, are presented above. The Company’s leverage ratio and total risk-based capital ratio were 8.81% and 14.97%, respectively, at June 30, 2013, well in excess of the regulatory minimums.

See Note (7) of the Notes to Consolidated Financial Statements for a discussion of capital ratio requirements.

CONTRACTUAL OBLIGATIONS

There have not been any material changes in the resources required for scheduled repayments of contractual obligations from the table of Contractual Cash Obligations included in Management’s Discussion and Analysis which was included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.

BANCFIRST CORPORATION

CONSOLIDATED AVERAGE BALANCE SHEETS AND INTEREST MARGIN ANALYSIS

(Unaudited)

Taxable Equivalent Basis (Dollars in thousands)


	Three Months Ended June 30,
	2013								2012
				Interest		Average						Interest		Average
	Average			Income/		Yield/			Average			Income/		Yield/
	Balance			Expense		Rate			Balance			Expense		Rate
ASSETS
Earning assets:
Loans (1)	$	3,235,966		$	41,568		5.15	%	$	3,073,027		$	41,952		5.48	%
Securities – taxable		515,010			1,295		1.01			516,195			2,087		1.62
Securities – tax exempt		42,801			483		4.53			51,731			632		4.90
Interest bearing deposits w/ banks & FFS		1,527,172			971		0.25			1,612,649			1,061		0.26

Total earning assets		5,320,949			44,317		3.34			5,253,602			45,732		3.49

Nonearning assets:
Cash and due from banks		150,781								146,124
Interest receivable and other assets		310,034								311,157
Allowance for loan losses		(38,776	)							(37,635	)

Total nonearning assets		422,039								419,646

Total assets	$	5,742,988							$	5,673,248

LIABILITIES AND STOCKHOLDERS’ EQUITY
Interest-bearing liabilities:
Transaction deposits	$	657,540		$	163		0.10	%	$	721,868		$	260		0.14	%
Savings deposits		1,791,912			1,013		0.23			1,721,452			1,401		0.33
Time deposits		803,750			1,713		0.86			868,330			2,222		1.03
Short-term borrowings		3,970			1		0.12			7,361			8		0.44
Long-term borrowings		10,957			62		2.27			12,783			91		2.86
Junior subordinated debentures		26,804			491		7.35			34,691			565		6.53

Total interest bearing liabilities		3,294,933			3,443		0.42			3,366,485			4,547		0.54

Interest free funds:
Noninterest bearing deposits		1,892,014								1,780,168
Interest payable and other liabilities		22,988								29,051
Stockholders’ equity		533,053								497,544

Total interest free funds		2,448,055								2,306,763

Total liabilities and stockholders’ equity	$	5,742,988							$	5,673,248

Net interest income				$	40,874							$	41,185

Net interest spread							2.92	%							2.95	%

Effect of interest free funds							0.16	%							0.19	%

Net interest margin							3.08	%							3.14	%

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

BANCFIRST CORPORATION

CONSOLIDATED AVERAGE BALANCE SHEETS AND INTEREST MARGIN ANALYSIS

(Unaudited)

Taxable Equivalent Basis (Dollars in thousands)


	Six Months Ended June 30,
	2013								2012
				Interest		Average						Interest		Average
	Average			Income/		Yield/			Average			Income/		Yield/
	Balance			Expense		Rate			Balance			Expense		Rate
ASSETS
Earning assets:
Loans (1)	$	3,227,777		$	82,823		5.17	%	$	3,049,750		$	84,014		5.52	%
Securities – taxable		519,671			2,648		1.03			527,879			4,494		1.71
Securities – tax exempt		43,897			1,015		4.66			52,504			1,284		4.90
Interest bearing deposits w/ banks & FFS		1,539,136			1,949		0.26			1,596,812			2,034		0.26

Total earning assets		5,330,481			88,435		3.35			5,226,945			91,826		3.52

Nonearning assets:
Cash and due from banks		147,876								146,047
Interest receivable and other assets		309,287								311,793
Allowance for loan losses		(38,711	)							(37,649	)

Total nonearning assets		418,452								420,191

Total assets	$	5,748,933							$	5,647,136

LIABILITIES AND STOCKHOLDERS’ EQUITY
Interest bearing liabilities:
Transaction deposits	$	666,646		$	330		0.10	%	$	731,827		$	534		0.15	%
Savings deposits		1,786,325			2,093		0.24			1,713,777			2,944		0.34
Time deposits		814,879			3,506		0.87			880,232			4,654		1.06
Short-term borrowings		4,367			3		0.13			7,626			16		0.42
Long-term borrowings		9,769			124		2.55			13,617			196		2.89
Junior subordinated debentures		26,804			982		7.38			35,387			1,151		6.52

Total interest bearing liabilities		3,308,790			7,038		0.43			3,382,466			9,495		0.56

Interest free funds:
Noninterest-bearing deposits		1,889,960								1,742,597
Interest payable and other liabilities		20,751								27,920
Stockholders’ equity		529,432								494,153

Total interest free funds		2,440,143								2,264,670

Total liabilities and stockholders’ equity	$	5,748,933							$	5,647,136

Net interest income				$	81,397							$	82,331

Net interest spread							2.92	%							2.96	%

Effect of interest free funds							0.16	%							0.20	%

Net interest margin							3.08	%							3.16	%

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

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, 2012, the date of its most recent annual report to stockholders.

Item 4. Controls and Procedures.

The Company’s Chief Executive Officer, Interim Chief Financial Officer and Chief Risk Officer and Disclosure Committee, which includes the Company’s Chief Asset Quality Officer, Chief Internal Auditor, Senior Financial Officer, Treasurer, 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 effective 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.

No changes were made to the Company’s internal control over financial reporting during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. 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 statements of the Company.

Item 1A. Risk Factors.

As of June 30, 2013, there have been no material changes from the risk factors previously disclosed in Part I, Item 1A, of the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.

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

The following table provides information with respect to purchases made by or on behalf of the Company or any “affiliated purchaser” (as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934), of the Company’s common stock during the three months ended June 30, 2013.


Period	Total Number of Shares Purchased			Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plan		Maximum Number of Shares That May Yet Be Purchased Under the Plan at the End of the Period
April 1, 2013 to April 30, 2013		10,191		$	40.85		10,191		201,723
May 1, 2013 to May 31, 2013		7,000		$	40.80		7,000		194,723
June 1, 2013 to June 30, 2013		5,000	(1)	$	45.88		—		194,723

(1)	Represents private transactions with individual shareholders.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

None.

Item 5. Other Information.

None.

Item 6. Exhibits.


Exhibit Number		Exhibit

3.1		Second Amended and Restated Certificate of Incorporation of BancFirst Corporation (filed as Exhibit 1 to the Company’s 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 dated June 15, 2004 (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 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).

3.5		Amendment to Amended Bylaws, amending Article XVI, Section 1 and Article XVII, Section 1 of the Company’s By-laws (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K dated February 28, 2008 and incorporated herein by reference).

3.6		Certificate of Amendment of the Second Amended and Restated Certificate of Incorporation of BancFirst Corporation dated May 23, 2013 (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K dated May 29, 2013 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		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 4.1 to the Company’s 8-K dated January 28, 2009 and incorporated herein by reference).

4.3		Amendment No. 1 to Rights Agreement, dated as of February 25, 1999, between BancFirst Corporation and BancFirst, as Rights Agent (filed as Exhibit 4.2 to the Company’s 8-K dated January 28, 2009 and incorporated herein by reference).

4.4		Form of Amended and Restated Trust Agreement relating to the 7.20% Cumulative Trust Preferred Securities of BFC Capital Trust II (filed as Exhibit 4.5 to the Company’s registration statement on Form S-3/A, File No. 333-112488 dated February 23, 2004, and incorporated herein by reference).

4.5		Form of 7.20% Cumulative Trust Preferred Security Certificate for BFC Capital Trust II (filed as Exhibit D to Exhibit 4.5 to the Company’s registration statement on Form S-3/A, File No. 333-112488 dated February 23, 2004, and incorporated herein by reference).

4.6		Form of 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 on Form S-3 to the Company’s registration statement, File No. 333-112488 dated February 4, 2004, and incorporated herein by reference).

4.7		Form of Certificate of 7.20% Junior Subordinated Deferrable Interest Debenture of BancFirst Corporation (filed as Exhibit 4.2 on Form S-3 to the Company’s registration statement, File No. 333-112488 dated February 4, 2004, and incorporated herein by reference).

4.8		Form of Guarantee of BancFirst Corporation relating to the 7.20% Cumulative Trust Preferred Securities of BFC Capital Trust II (filed as Exhibit 4.7 to the Company’s registration statement on Form S-3/A, File No. 333-112488 dated February 23, 2004, and incorporated herein by reference).

4.9		Form of Indenture relating to the Union National Bancshares, Inc. (BancFirst Corp. as successor) Fixed/Floating Rate Junior Subordinated Deferrable Interest Debentures, Form of Fixed/Floating Rate Junior Subordinated Deferrable Interest Debenture, and Form of Certificate to Trustee (filed as Exhibit 4.9 to the Company’s Annual Report on Form 10-K for the Year Ended December 31, 2010 and incorporated herein by reference).

4.10		Form of Indenture relating to the FBC Financial Corporation (BancFirst Corp. as successor) Floating Rate Junior Subordinated Deferrable Interest Debentures, Form of Floating Rate Junior Subordinated Deferrable Interest Debenture, and Form of Certificate to Trustee (filed as Exhibit 4.10 to the Company’s Quarterly Report on Form 10-Q for the Quarter ended September 30, 2011 and incorporated herein by reference).


Exhibit Number		Exhibit

10.1		BancFirst Corporation Employee Stock Ownership and Trust Agreement adopted December 21, 2006 effective January 1, 2007 (filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the Quarter ended March 31, 2008 and incorporated herein by reference).

10.2		Second Amended and Restated BancFirst Corporation Non-Employee Directors’ Stock Option Plan (filed as Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the Quarter Ended June 30, 2009 and incorporated herein by reference).

10.3		Third Amended and Restated BancFirst Corporation Directors’ Deferred Stock Compensation Plan (filed as Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q for the Quarter Ended June 30, 2009 and incorporated herein by reference).

10.4		Amended and Restated BancFirst Corporation Thrift Plan adopted March 25, 2010 effective January 1, 2010 (filed as Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the Quarter Ended June 30, 2010 and incorporated herein by reference).

10.5		Amendment (Code Section 415 Compliance) to the BancFirst Corporation Employee Stock Ownership Plan and Trust Agreement, adopted July 23, 2009 (filed as Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the Quarter Ended June 30, 2010 and incorporated herein by reference).

10.6		Amendment (Pension Protection Act, Heart Act and the Worker, Retiree, and Employer Recovery Act) to the BancFirst Corporation Employee Stock Ownership Plan and Trust Agreement, adopted December 17, 2009 (filed as Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q for the Quarter Ended June 30, 2010 and incorporated herein by reference).

10.7		Amendment to the Amended and Restated BancFirst Corporation Thrift Plan adopted December 16, 2010 effective January 1, 2011 (filed as Exhibit 10.9 to the Company’s Annual Report on Form 10-K for the Year Ended December 31, 2010 and incorporated herein by reference).

10.8		Amendment to the Amended and Restated BancFirst Corporation Thrift Plan adopted October 27, 2011 effective October 1, 2011 (filed as Exhibit 10.9 to the Company’s Annual Report on Form 10-K for the Year Ended December 31, 2011 and incorporated herein by reference).

10.9		Amendment to the Amended and Restated BancFirst Corporation Employee Ownership Plan adopted October 27, 2011 effective October 1, 2011 (filed as Exhibit 10.10 to the Company’s Annual Report on Form 10-K for the Year Ended December 31, 2011 and incorporated herein by reference).

10.10*		Eleventh Amended and Restated BancFirst Corporation Stock Option Plan.

31.1*		Chief Executive Officer’s Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a).

31.2*		Chief Financial Officer’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.

101.INS**		XBRL Instance Document

101.SCH**		XBRL Taxonomy Extension Schema

101.CAL**		XBRL Taxonomy Extension Calculation Linkbase

101.DEF**		XBRL Taxonomy Extension Definition Linkbase

101.LAB**		XBRL Taxonomy Extension Label Linkbase

101.PRE**		XBRL Taxonomy Extension Presentation Linkbase

*	Filed herewith.

**	Furnished herewith.

SIGNATURES

Pursuant to the requirements 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.


						BANCFIRST CORPORATION
						(Registrant)

Date: August 9, 2013						/s/ David E. Rainbolt
						David E. Rainbolt
						President
						Chief Executive Officer
						(Principal Executive Officer)

Date: August 9, 2013						/s/ Randy Foraker
						Randy Foraker
						Executive Vice President
						Interim Chief Financial Officer
						and Chief Risk Officer
						(Principal Financial and Accounting Officer)