[PART I – Financial Information](index=2&type=section&id=PART%20I%20%E2%80%93%20Financial%20Information) [Item 1. Financial Statements (Unaudited)](index=3&type=section&id=Item%201.%20Financial%20Statements) The unaudited consolidated financial statements for the period ended March 31, 2023, show a significant increase in net income to $57.5 million from $35.9 million in the prior year, driven by higher net interest income. Total assets remained stable at approximately $12.3 billion. The statements reflect growth in the loan portfolio and an increase in stockholders' equity, while total deposits saw a slight decrease [Consolidated Balance Sheets](index=3&type=section&id=Consolidated%20Balance%20Sheets) Consolidated Balance Sheet Highlights (in thousands) | Metric | March 31, 2023 | December 31, 2022 | | :--- | :--- | :--- | | **Total Assets** | **$12,332,105** | **$12,387,863** | | Cash and interest-bearing deposits | $2,836,391 | $3,168,910 | | Loans, net | $7,023,848 | $6,850,835 | | **Total Liabilities** | **$11,021,223** | **$11,137,027** | | Total Deposits | $10,610,103 | $10,974,228 | | **Total Stockholders' Equity** | **$1,310,882** | **$1,250,836** | - Total assets slightly decreased by **$55.8 million** from year-end 2022, primarily due to a decrease in deposits. Loans, net of allowance, grew by **$173.0 million**, while total deposits decreased by **$364.1 million** during the first quarter of 2023[8](index=8&type=chunk) [Consolidated Statements of Comprehensive Income](index=4&type=section&id=Consolidated%20Statements%20of%20Comprehensive%20Income) Q1 2023 vs Q1 2022 Performance (in thousands, except per share data) | Metric | Three Months Ended March 31, 2023 | Three Months Ended March 31, 2022 | | :--- | :--- | :--- | | Net Interest Income | $109,156 | $75,507 | | Provision for Credit Losses | $2,322 | $2,936 | | Noninterest Income | $47,828 | $43,650 | | Noninterest Expense | $80,317 | $72,512 | | **Net Income** | **$57,533** | **$35,915** | | **Diluted EPS** | **$1.72** | **$1.08** | - Net income increased by **60.2%** YoY, primarily driven by a **44.6%** increase in net interest income due to a rising interest rate environment. Comprehensive income was **$72.2 million**, a significant improvement from **$4.2 million** in the prior-year period, which was impacted by large unrealized losses on debt securities[10](index=10&type=chunk) [Consolidated Statements of Stockholders' Equity](index=6&type=section&id=Consolidated%20Statements%20of%20Stockholders%27%20Equity) - Total stockholders' equity increased from **$1.17 billion** to **$1.31 billion** YoY. The growth was driven by net income of **$57.5 million**, partially offset by dividends of **$13.2 million**[13](index=13&type=chunk) - Accumulated Other Comprehensive Loss improved, decreasing from a loss of **$71.6 million** at the beginning of the period to a loss of **$56.9 million** at the end of Q1 2023, due to a net change of **$14.6 million** from unrealized gains on securities[13](index=13&type=chunk) - Dividends on common stock increased to **$0.40 per share** in Q1 2023 from **$0.36 per share** in Q1 2022[13](index=13&type=chunk) [Consolidated Statements of Cash Flow](index=7&type=section&id=Consolidated%20Statements%20of%20Cash%20Flow) Cash Flow Summary (in thousands) | Cash Flow Activity | Three Months Ended March 31, 2023 | Three Months Ended March 31, 2022 | | :--- | :--- | :--- | | Net Cash from Operating Activities | $69,504 | $63,607 | | Net Cash used in Investing Activities | ($228,584) | ($745,970) | | Net Cash (used in) provided by Financing Activities | ($173,439) | $2,723,745 | | **Net Change in Cash** | **($332,519)** | **$2,041,382** | - The net decrease in cash for Q1 2023 was primarily driven by a net change in deposits, resulting in a **$364.1 million** cash outflow from financing activities, and a net change in loans, contributing to cash used in investing activities[14](index=14&type=chunk) [Notes to Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) - The Company adopted ASU 2022-02, which eliminated Troubled Debt Restructuring (TDR) accounting, and ASU 2023-02, related to accounting for tax equity investments, with neither having a significant impact on the consolidated financial statements[21](index=21&type=chunk)[23](index=23&type=chunk) - On March 30, 2023, the Company took a short-term advance of **$200.0 million** from the FHLB, which was subsequently paid off on April 3, 2023[24](index=24&type=chunk) - The company's six principal business units are BancFirst metropolitan banks, BancFirst community banks, Pegasus, Worthington, other financial services, and executive/operations/support[126](index=126&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=36&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes the strong Q1 2023 performance, with net income of $57.5 million ($1.72 diluted EPS), to increased net interest income driven by rising short-term rates and loan growth. Total assets remained stable at $12.3 billion, with loans growing to $7.1 billion. A key challenge highlighted is the upcoming reduction in debit card interchange fees by approximately $22 million annually starting July 1, 2023, due to the Durbin Amendment, as the company surpassed $10 billion in assets [Summary of Performance](index=37&type=section&id=Summary%20of%20Performance) Q1 2023 Financial Highlights | Metric | Q1 2023 | Q1 2022 | | :--- | :--- | :--- | | Net Income | $57.5 million | $35.9 million | | Diluted EPS | $1.72 | $1.08 | | Net Interest Income | $109.2 million | $75.5 million | | Net Interest Margin | 3.89% | 2.78% | - The increase in net income was primarily driven by rising short-term interest rates and loan growth, which boosted net interest income. Noninterest income also increased to **$47.8 million** from **$43.7 million** YoY[134](index=134&type=chunk)[135](index=135&type=chunk) - Total assets were **$12.3 billion**, a slight decrease from year-end 2022. Loans grew by **$175.0 million** to **$7.1 billion**, while deposits decreased by **$364.1 million** to **$10.6 billion**, as some funds moved to off-balance sheet sweep products[137](index=137&type=chunk) [Results of Operations](index=37&type=section&id=Results%20of%20Operations) - Net interest income increased by **44.6%** YoY to **$109.2 million**, driven by rising interest rates and loan growth, leading to a net interest margin expansion to **3.89%** from **2.78%**[147](index=147&type=chunk) - Noninterest income rose to **$47.8 million**, largely due to higher sweep account fees and a **$1.3 million** increase in insurance commissions. This was partially offset by lower income from a prior loan settlement equity interest compared to the previous year[149](index=149&type=chunk) - The Company anticipates a reduction of approximately **$22 million annually** pretax income from debit card interchange fees starting July 1, 2023, due to the Durbin Amendment, as total assets exceeded **$10 billion** at year-end 2022[151](index=151&type=chunk) - Noninterest expense increased by **$7.8 million** to **$80.3 million**, primarily due to a **$5.3 million** rise in salaries and employee benefits[152](index=152&type=chunk) [Financial Position](index=41&type=section&id=Financial%20Position) - Total loans increased by **$175.0 million** (**2.5%**) during Q1 2023 to **$7.1 billion**, with growth split between the Oklahoma (**62%**) and Texas (**38%**) subsidiaries[160](index=160&type=chunk) - Asset quality remains strong, with the allowance for credit losses to total loans stable at **1.33%**. Nonaccrual loans were low at **0.25%** of total loans as of March 31, 2023[138](index=138&type=chunk)[161](index=161&type=chunk) - Deposits decreased by **$364.1 million** to **$10.6 billion**, as demand deposits moved to the Company's off-balance sheet sweep product, which grew by **$394.9 million** to **$4.1 billion**[157](index=157&type=chunk)[173](index=173&type=chunk) - Stockholders' equity increased by **$60.0 million** to **$1.3 billion** at March 31, 2023. The company's capital ratios remain well in excess of regulatory requirements[176](index=176&type=chunk) [Item 3. Quantitative and Qualitative Disclosure About Market Risk](index=46&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosure%20About%20Market%20Risk) The company reports that there have been no significant changes in its disclosures regarding market risk since its most recent annual report for the year ended December 31, 2022 - There have been no significant changes in the Company's disclosures regarding market risk since December 31, 2022[178](index=178&type=chunk) [Item 4. Controls and Procedures](index=46&type=section&id=Item%204.%20Controls%20and%20Procedures) Based on an evaluation by the CEO, CFO, and Disclosure Committee, the company concluded that its disclosure controls and procedures were effective as of March 31, 2023. No material changes to internal controls over financial reporting occurred during the quarter - Management evaluated the Company's disclosure controls and procedures and concluded they are effective as of the end of the reporting period[179](index=179&type=chunk) - No changes in internal control over financial reporting occurred during the quarter that have materially affected, or are reasonably likely to materially affect, such controls[179](index=179&type=chunk) [PART II – Other Information](index=47&type=section&id=PART%20II%20%E2%80%93%20Other%20Information) [Item 1. Legal Proceedings](index=47&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in various legal actions arising from normal business activities but believes that any potential liability from these actions will not have a material adverse effect on its consolidated financial statements - The Company is a defendant in various legal actions from normal business activities, but management believes any resulting liability will not materially impact the financial statements[180](index=180&type=chunk) [Item 1A. Risk Factors](index=47&type=section&id=Item%201A.%20Risk%20Factors) A material risk factor was added concerning recent negative developments in the banking industry, specifically the failures of other banks. This could adversely affect customer confidence, leading to uninsured deposit outflows, increased competition for deposits, and a potential reduction in the company's net interest margin - A material change in risk factors was disclosed, highlighting the potential adverse effects from recent bank failures in the industry[181](index=181&type=chunk) - Key risks include negative impacts on customer confidence, potential movement of uninsured deposits to larger banks, increased competition for deposits, and a resulting reduction in net interest margin[182](index=182&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=47&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities or use of proceeds during the period - None reported[183](index=183&type=chunk) [Item 6. Exhibits](index=48&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including the Amended and Restated By-Laws, CEO and CFO certifications pursuant to Sarbanes-Oxley Act rules, and Inline XBRL data files - Key exhibits filed include Amended and Restated By-Laws (3.1), CEO and CFO certifications (31.1, 31.2, 32), and Inline XBRL documents (101 series)[185](index=185&type=chunk)[187](index=187&type=chunk)[188](index=188&type=chunk)[189](index=189&type=chunk)[190](index=190&type=chunk)

Banking Operations - BancFirst Corporation operates 106 banking locations across 59 communities in Oklahoma, with additional locations in Texas through its subsidiaries Pegasus and Worthington[8]. - As of June 30, 2022, BancFirst held a market share of 7.19% of deposits in Oklahoma, a slight decrease from 6.92% as of June 30, 2021[23]. - The Company employed 2,051 full-time equivalent employees as of December 31, 2022, focusing on training and development to enhance employee skills and motivation[17]. - BancFirst's primary lending activities include commercial loans to small and medium-sized businesses, with a significant focus on light manufacturing, retail trade, and real estate development[12]. - The Company has a decentralized management approach, allowing local banking offices to make underwriting and pricing decisions, which enhances responsiveness to customer needs[23]. - BancFirst provides a wide range of financial services, including commercial, real estate, energy, agricultural, and consumer lending, as well as trust and insurance services[11]. - The competitive banking environment in Oklahoma includes competition from other banks, credit unions, and personal loan finance companies, with a focus on interest rates and service quality[20]. - BancFirst's strategy as a "super community bank" allows it to offer a broader range of products and services compared to smaller competitors in non-metropolitan areas[23]. - The Company has expanded through acquisitions and de-novo branches, continuing to grow its presence in both Oklahoma and Texas[8]. - BancFirst's centralized processing and support functions aim to achieve operational efficiencies and consistency across its banking operations[10]. Capital and Regulatory Compliance - The Company must maintain "well capitalized" and "well managed" status to retain its financial holding company designation[35]. - A depository institution is considered "well capitalized" if it has a total risk-based capital ratio of 10.0% or greater[54]. - The Basel III Capital Rules require a minimum Common Equity Tier 1 (CET1) capital ratio of 4.5% to risk-weighted assets[48]. - The Company must maintain a capital conservation buffer of 2.5% on top of the minimum risk-weighted capital ratios[49]. - The liquidity coverage ratio (LCR) is designed to ensure that a banking organization can meet its short-term funding needs[51]. - The Federal Reserve Board can impose limitations on a financial holding company that fails to meet capital and management requirements[37]. - The Company is subject to federal and state laws that require prior approval for mergers and acquisitions of other depository institutions[39]. - The FDI Act mandates prompt corrective action for depository institutions that do not meet minimum capital requirements[52]. - The Company’s capital restoration plan must be based on realistic assumptions and is subject to regulatory approval[56]. - The aggregate liability of the parent holding company for capital restoration is limited to the lesser of 5.0% of the depository institution's total assets or the amount necessary to restore compliance[56]. - As of December 31, 2022, BancFirst, Pegasus, and Worthington were classified as "well capitalized" based on their capital ratios[58]. Financial Performance and Risks - The Company's FDIC deposit insurance assessment expense was $4.7 million in 2022, up from $3.5 million in 2021 and $2.1 million in 2020, indicating a significant increase in insurance costs[61]. - The FDIC adopted a rule in October 2022 to increase the initial base deposit insurance assessment rate by 2 basis points starting in 2023, aimed at improving the DIF reserve ratio to meet the statutory minimum of 1.35%[60]. - The Durbin Amendment will reduce annual pretax income from debit card interchange fees for the Company, which exceeded $10 billion in total assets as of December 31, 2022, effective July 1, 2023[77]. - The Company is subject to increased regulatory scrutiny regarding incentive compensation arrangements, which could affect its ability to attract and retain key employees[69]. - Federal regulators have mandated that financial institutions implement multiple layers of cybersecurity controls to protect against increasing cyber-attack threats[70]. - The Company has not experienced significant data loss or material financial losses related to cybersecurity attacks to date, but remains under constant threat[71]. - Compliance with the USA Patriot Act imposes significant obligations on the Company to prevent money laundering and terrorist financing, with serious consequences for non-compliance[78]. - The Company must adopt a clawback policy for excess incentive-based compensation within 60 days after the NASDAQ listing standards become effective[67]. - The FDIC's risk-based assessment system requires varying assessment rates based on the institution's capital levels and supervisory concerns, impacting the Company's insurance premiums[59]. - BancFirst received a "satisfactory" rating in its most recent CRA examination in 2021[81]. - Pegasus also received a "satisfactory" rating in its last examination in 2020[81]. - Worthington achieved an "outstanding" rating in its last examination in 2018[81]. - The CRA requires depository institutions to meet the credit needs of low- and moderate-income individuals and communities[81]. - The CFPB has broad rulemaking authority to prohibit "unfair, deceptive or abusive" acts and practices affecting consumers[84]. - The Dodd-Frank Act requires bank holding companies to be well-capitalized and well-managed for interstate banking provisions[86]. - BancFirst, Pegasus, and Worthington must maintain reserves against deposits as required by the FDI Act[94][95]. Economic and Market Conditions - As of December 31, 2022, oil and gas loans comprised 6.66% of BancFirst's loan portfolio[106]. - The price per barrel of crude oil was approximately $78 as of December 31, 2022, up from $73 at the end of 2021[106]. - A prolonged period of low oil prices could negatively impact the economies of Oklahoma and Texas, affecting loan demand[106]. - As of December 31, 2022, approximately 67% of the loan portfolio is secured by real estate, particularly commercial real estate[108]. - A significant portion of the loan portfolio is subject to environmental liability risks, which could materially reduce property values and increase remediation costs[109]. - The company faces risks from borrower defaults, which could exceed the allowance for credit losses, adversely affecting profitability and financial condition[113]. - Economic conditions in Oklahoma significantly impact the company's financial performance, with a slowdown potentially affecting loan generation and deposit attraction[114]. - The company must adapt to evolving industry standards and consumer demand to maintain market share, facing pressure to offer lower-priced products[115]. - Changes in consumer behavior, such as the ability to complete transactions without banks, could lead to a loss of fee income and deposits[117]. - The company is exposed to credit risk from interrelated financial institutions, which could adversely affect its financial condition[118]. - Competition from larger financial institutions may reduce margins and market share, negatively impacting results[121]. - The company is subject to liquidity risk, relying on external funding sources, which could be affected by market disruptions[129]. Revenue Sources and Business Strategy - For the year ended December 31, 2022, debit card interchange revenue accounted for 26.6% of noninterest income, indicating reliance on this revenue stream[133]. - A significant portion of the company's noninterest income, specifically 14.2%, is derived from service charge income, including NSF fees, for the year ended December 31, 2022[134]. - The Durbin Amendment will lead to a reduction of approximately $22 million in annual pretax income from debit card interchange fees starting July 1, 2023[134]. - The company is subject to extensive federal and state consumer protection laws, which could result in enforcement actions and significant potential liability from litigation[134]. - The company may develop or acquire non-banking businesses, which could introduce different risks and uncertainties compared to its commercial banking services[135]. - The company relies heavily on external vendors, which poses operational and informational security risks[151]. - The company has historically paid dividends, but there is no certainty that these will continue at current levels due to federal regulatory considerations[144]. - As of January 31, 2023, directors and executive officers beneficially owned 33.75% of the company's outstanding common stock, allowing them significant influence over shareholder decisions[145]. - The company may need to raise additional capital in the future, which may not be available on acceptable terms or at all[155]. - The company faces risks associated with cybersecurity threats, which could disrupt operations and harm its reputation[140]. - Changes in accounting standards could significantly impact the company's consolidated financial statements and reported earnings[152]. - BancFirst Corporation operates 106 banking locations in Oklahoma and has a market share of 7.19% of deposits in the state as of June 30, 2022[23]. - The company employs 2,051 full-time equivalent employees as of December 31, 2022, focusing on training and diversity initiatives[17]. - BancFirst's primary lending activity includes commercial loans to small and medium-sized businesses, with a range of services including commercial mortgages and SBA guaranteed loans[12]. - The company has a decentralized management approach, allowing local offices to make underwriting and pricing decisions, enhancing responsiveness to customer needs[23]. - BancFirst's strategy includes providing a full range of banking services tailored for local businesses, differentiating itself from larger institutions[9]. - The company has expanded through acquisitions and currently operates through wholly-owned subsidiaries, including Pegasus Bank and Worthington Bank[7]. - BancFirst maintains centralized control functions for operational efficiency, ensuring effective risk management across its branches[10]. - The competitive banking environment in Oklahoma includes competition from other banks, credit unions, and financial institutions, with a focus on interest rates and service quality[20]. - BancFirst's Trust Division offers investment management and administration of trusts, serving both individual and corporate clients[15]. - The company is subject to comprehensive regulation by the Federal Reserve Board and other regulatory authorities, impacting its growth and earnings performance[31]. - The Company and its non-banking subsidiaries are limited to activities closely related to banking, including lending and investment advice[33]. - Financial holding companies can engage in a broader range of activities, such as securities underwriting and insurance underwriting[34]. - To maintain financial holding company status, all depository institution subsidiaries must be "well capitalized" and "well managed"[35]. - If a financial holding company fails to meet capital and management requirements, it may face limitations on its activities and potential divestiture[39]. - The Company must comply with capital adequacy standards based on Basel III Capital Rules, which include a minimum CET1 ratio of 4.5% to risk-weighted assets[48]. - The capital conservation buffer required under Basel III is 2.5%, increasing the effective minimum CET1 ratio to 7%[49]. - The liquidity coverage ratio (LCR) is designed to ensure that the Company can meet short-term funding needs, although current rules do not apply due to its asset size[51].

[Part I – Financial Information](index=3&type=section&id=PART%20I%20%E2%80%93%20Financial%20Information) This part presents the company's unaudited financial statements, management's analysis, and market risk disclosures [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) The unaudited statements show significant asset growth to $11.0 billion and doubled net income due to acquisitions and credit loss reversals Consolidated Balance Sheet Highlights (as of June 30, 2021 vs. Dec 31, 2020) | Account | June 30, 2021 (Unaudited) (in thousands) | December 31, 2020 (in thousands) | | :--- | :--- | :--- | | **Total Assets** | **$11,015,287** | **$9,212,357** | | Loans, net | $6,107,267 | $6,303,140 | | Interest-bearing deposits with banks | $3,373,099 | $1,336,394 | | **Total Liabilities** | **$9,883,696** | **$8,144,472** | | Total Deposits | $9,728,389 | $8,064,704 | | Subordinated debt | $85,959 | $26,804 | | **Total Stockholders' Equity** | **$1,131,591** | **$1,067,885** | Consolidated Income Statement Highlights (Three Months Ended June 30) | Account | 2021 (in thousands) | 2020 (in thousands) | | :--- | :--- | :--- | | Net Interest Income | $82,363 | $77,208 | | (Benefit from) provision for credit losses | $(9,949) | $19,333 | | Total Noninterest Income | $44,618 | $32,082 | | Total Noninterest Expense | $74,023 | $64,651 | | **Net Income** | **$48,192** | **$20,730** | | **Diluted EPS** | **$1.45** | **$0.63** | - Net cash from operating activities increased to **$134.2 million** for the six months ended June 30, 2021, up from $82.6 million in the prior year period[20](index=20&type=chunk) - A significant increase in net change in deposits provided **$1.44 billion** in cash from financing activities[20](index=20&type=chunk) [Notes to Consolidated Financial Statements](index=7&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) Notes detail accounting policies, a $6.0 million acquisition gain, new debt, and improved capital adequacy ratios - On May 20, 2021, the Company acquired approximately **$284 million in assets** and assumed $256 million in deposits, resulting in a **bargain purchase gain of approximately $6.0 million**[28](index=28&type=chunk) - On June 17, 2021, the Company completed a private placement of **$60 million in 3.50% Fixed-to-Floating Rate Subordinated Notes** due 2036, structured to qualify as Tier 2 capital[27](index=27&type=chunk)[82](index=82&type=chunk) Loan Portfolio Composition (June 30, 2021 vs. Dec 31, 2020) | Loan Category | June 30, 2021 (in thousands) | Dec 31, 2020 (in thousands) | | :--- | :--- | :--- | | Commercial real estate | $1,651,090 | $1,613,145 | | Residential real estate | $1,028,847 | $1,021,397 | | Commercial and agricultural non-real estate | $1,105,777 | $1,159,810 | | Other loans (includes PPP) | $543,034 | $822,078 | | Oil and gas | $130,459 | $179,355 | | **Total Loans** | **$6,191,230** | **$6,394,506** | Allowance for Credit Losses (ACL) Activity (Six Months Ended June 30, 2021) | Description | Amount (in thousands) | | :--- | :--- | | Beginning Balance (Jan 1, 2021) | $91,366 | | Initial allowance on PCD loans | $7,272 | | Net Charge-offs | $(4,726) | | (Benefit from) Provision for credit losses | $(9,949) | | **Ending Balance (June 30, 2021)** | **$83,963** | Capital Adequacy Ratios (BancFirst Corporation) as of June 30, 2021 | Ratio | Actual | Required for Capital Adequacy | | :--- | :--- | :--- | | Common Equity Tier 1 Capital Ratio | 14.79% | 4.50% | | Tier 1 Capital Ratio | 15.19% | 6.00% | | Total Capital Ratio | 17.35% | 8.00% | | Tier 1 Leverage Ratio | 9.23% | 4.00% | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=32&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses strong Q2 net income driven by credit loss reversals, despite compressed interest margins and new asset-related risks [Results of Operations](index=34&type=section&id=Results%20of%20Operations) Q2 2021 results show higher net interest income from PPP fees, a significant credit loss provision reversal, and increased noninterest income - Net interest income for Q2 2021 **increased by $5.2 million (6.7%)** compared to Q2 2020, largely driven by **$12.0 million in fee income from PPP loan forgiveness**[150](index=150&type=chunk) - The Company recorded a **net benefit from reversal of provisions for credit losses of $9.9 million** in Q2 2021, compared to a provision of $19.3 million in Q2 2020[153](index=153&type=chunk) - Noninterest income for Q2 2021 **increased by $12.5 million**, primarily due to a **$6.0 million purchase gain** from the Vinita acquisition and a **$2.7 million increase in debit card interchange fees**[156](index=156&type=chunk) - Noninterest expense for Q2 2021 **increased by $9.4 million**, driven by **$4.0 million in acquisition-related expenses** and costs for the new corporate headquarters[161](index=161&type=chunk) [Financial Position](index=39&type=section&id=Financial%20Position) Total assets reached $11.0 billion due to deposit growth, while the loan portfolio decreased and credit quality improved - The increase in cash and interest-bearing deposits with banks by **$2.0 billion** was primarily related to the increase in deposits from PPP and other government stimulus payments[167](index=167&type=chunk) - The decrease in total loans was primarily due to a **net decrease of approximately $284 million in PPP loans** and the sale of a $21 million loan portfolio[171](index=171&type=chunk) Key Balance Sheet Changes (June 30, 2021 vs. Dec 31, 2020) | Account | June 30, 2021 (in thousands) | Dec 31, 2020 (in thousands) | Change (in thousands) | | :--- | :--- | :--- | :--- | | Total Assets | $11,015,287 | $9,212,357 | +$1,802,930 | | Total Loans | $6,207,262 | $6,448,225 | -$240,963 | | Deposits | $9,728,389 | $8,064,704 | +$1,663,685 | | Stockholders' Equity | $1,131,591 | $1,067,885 | +$63,706 | Asset Quality Ratios | Ratio | June 30, 2021 | Dec 31, 2020 | | :--- | :--- | :--- | | Nonaccrual loans to total loans | 0.48% | 0.58% | | Allowance for credit losses to total loans | 1.35% | 1.42% | | Allowance for credit losses to nonaccrual loans | 281.73% | 243.35% | [Quantitative and Qualitative Disclosures About Market Risk](index=42&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) Disclosures regarding market risk remain unchanged from the most recent annual report - There have been **no significant changes** in the Company's disclosures regarding market risk since December 31, 2020[188](index=188&type=chunk) [Controls and Procedures](index=42&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective with no material changes in internal controls - Based on an evaluation as of the end of the period, the CEO and CFO concluded that the Company's **disclosure controls and procedures are effective**[189](index=189&type=chunk) - **No changes in internal control over financial reporting** occurred during the quarter that have materially affected, or are reasonably likely to materially affect, these controls[189](index=189&type=chunk) [Part II – Other Information](index=43&type=section&id=PART%20II%20%E2%80%93%20Other%20Information) This part reviews legal proceedings, new risk factors, equity sales, and filed exhibits [Legal Proceedings](index=43&type=section&id=Item%201.%20Legal%20Proceedings) The company faces various legal actions from normal business, none of which are expected to have a material adverse effect - The Company is a defendant in various legal actions from normal business activities, but management believes any liability **will not have a material adverse effect** on its financial statements[191](index=191&type=chunk) [Risk Factors](index=43&type=section&id=Item%201A.%20Risk%20Factors) A new material risk factor arises from exceeding the $10 billion asset threshold, potentially impacting debit card fee income - A **new material risk factor** is the potential impact of the Durbin Amendment, as the Company's assets **exceeded $10 billion** at June 30, 2021[192](index=192&type=chunk) - If assets remain above $10 billion at year-end, the company anticipates a **reduction of annual pretax income from debit card interchange fees by $17 to $20 million**, beginning July 1, 2022[192](index=192&type=chunk) - The asset growth is attributed to the CARES Act, PPP loans, and stimulus payments, and the success of efforts to reduce total assets below the threshold is **uncertain**[192](index=192&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=43&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No unregistered sales of equity securities or use of proceeds were reported for the period - None reported[193](index=193&type=chunk) [Exhibits](index=44&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including corporate documents and required certifications - Key exhibits filed include the Restated Certificate of Incorporation, amended stock option and compensation plans, and required CEO/CFO certifications[195](index=195&type=chunk)[197](index=197&type=chunk)