UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number
(Exact name of registrant as specified in charter)
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(State or other Jurisdiction of |
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(I.R.S. Employer |
incorporation or organization) |
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Identification No.) |
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(Address of principal executive offices) |
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(Zip Code) |
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(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (sec. 232-405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes ☐ No
As of October 31, 2022 there were
BancFirst Corporation
Quarterly Report on Form 10-Q
September 30, 2022
Table of Contents
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PART I – Financial Information |
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6 |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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4. |
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PART II – Other Information |
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1. |
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1A. |
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2. |
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3. |
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4. |
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5. |
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6. |
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PART I – FINANCIAL INFORMATION
Item 1. Financial Statements.
BANCFIRST CORPORATION
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
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September 30, |
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December 31, |
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2022 |
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2021 |
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(unaudited) |
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(see Note 1) |
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ASSETS |
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Cash and due from banks |
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$ |
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$ |
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Interest-bearing deposits with banks |
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Federal funds sold |
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Debt securities held for investment (fair value: $ |
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Debt securities available for sale at fair value |
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Loans held for sale |
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Loans held for investment (net of unearned interest) |
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Allowance for credit losses |
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Loans, net of allowance for credit losses |
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Premises and equipment, net |
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Other real estate owned |
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Intangible assets, net |
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Goodwill |
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Accrued interest receivable and other assets |
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Total assets |
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$ |
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$ |
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LIABILITIES AND STOCKHOLDERS' EQUITY |
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Deposits: |
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Noninterest-bearing |
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$ |
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$ |
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Interest-bearing |
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Total deposits |
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Short-term borrowings |
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Accrued interest payable and other liabilities |
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Subordinated debt |
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Total liabilities |
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Stockholders' equity: |
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Senior preferred stock, $ |
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Cumulative preferred stock, $ |
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Common stock, $ |
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Capital surplus |
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Retained earnings |
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Accumulated other comprehensive (loss) income, net of tax of $ |
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Total stockholders' equity |
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Total liabilities and stockholders' equity |
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$ |
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$ |
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The accompanying Notes are an integral part of these consolidated financial statements.
2
BANCFIRST CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
(Dollars in thousands, except per share data)
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Three Months Ended |
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Nine Months Ended |
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September 30, |
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September 30, |
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2022 |
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2021 |
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2022 |
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2021 |
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INTEREST INCOME |
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Loans, including fees |
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$ |
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$ |
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$ |
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$ |
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Debt securities: |
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Taxable |
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Tax-exempt |
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Federal funds sold |
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— |
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Interest-bearing deposits with banks |
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Total interest income |
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INTEREST EXPENSE |
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Deposits |
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Short-term borrowings |
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Subordinated debt |
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Total interest expense |
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Net interest income |
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Provision for (benefit from) credit losses |
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Net interest income after provision for (benefit from) credit losses |
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NONINTEREST INCOME |
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Trust revenue |
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Service charges on deposits |
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Securities transactions (includes accumulated other comprehensive loss reclassifications of $ |
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Income from sales of loans |
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Insurance commissions |
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Cash management |
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Gain on sale of other assets |
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Other |
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Total noninterest income |
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NONINTEREST EXPENSE |
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Salaries and employee benefits |
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Occupancy, net |
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Depreciation |
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Amortization of intangible assets |
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Data processing services |
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Net expense from other real estate owned |
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Marketing and business promotion |
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Deposit insurance |
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Other |
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Total noninterest expense |
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Income before taxes |
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Income tax expense |
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Net income |
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$ |
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$ |
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$ |
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$ |
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NET INCOME PER COMMON SHARE |
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Basic |
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$ |
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$ |
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$ |
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$ |
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Diluted |
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$ |
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$ |
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$ |
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$ |
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OTHER COMPREHENSIVE (LOSS) GAIN |
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Unrealized losses on debt securities, net of tax of $ |
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( |
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( |
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( |
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Reclassification adjustment for losses included in net income, net of tax of $ |
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— |
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— |
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— |
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Other comprehensive loss, net of tax of $ |
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( |
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( |
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( |
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Comprehensive income |
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$ |
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$ |
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$ |
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$ |
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The accompanying Notes are an integral part of these consolidated financial statements.
3
BANCFIRST CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited)
(Dollars in thousands)
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Three Months Ended |
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Nine Months Ended |
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September 30, |
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September 30, |
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2022 |
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2021 |
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2022 |
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2021 |
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COMMON STOCK |
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Issued at beginning of period |
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$ |
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$ |
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$ |
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$ |
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Shares issued for stock options |
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— |
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Shares acquired and canceled |
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— |
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— |
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Issued at end of period |
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$ |
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$ |
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$ |
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$ |
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CAPITAL SURPLUS |
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Balance at beginning of period |
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$ |
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$ |
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$ |
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$ |
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Common stock issued for stock options |
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— |
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Net cash settlement of options |
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— |
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— |
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— |
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( |
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Stock-based compensation arrangements |
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Balance at end of period |
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$ |
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$ |
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$ |
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$ |
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RETAINED EARNINGS |
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Balance at beginning of period |
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$ |
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$ |
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$ |
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$ |
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Net income |
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Dividends on common stock ($ |
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( |
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( |
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( |
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( |
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Net cash settlement of options |
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— |
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— |
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— |
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( |
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Common stock acquired and canceled |
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— |
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( |
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— |
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Balance at end of period |
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$ |
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$ |
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$ |
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$ |
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ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) |
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Unrealized (losses)/gains on securities: |
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Balance at beginning of period |
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$ |
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$ |
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$ |
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$ |
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Net change |
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( |
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( |
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( |
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( |
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Balance at end of period |
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$ |
( |
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$ |
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$ |
( |
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$ |
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Total stockholders’ equity |
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$ |
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$ |
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$ |
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$ |
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The accompanying Notes are an integral part of these consolidated financial statements.
4
BANCFIRST CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOW
(Unaudited)
(Dollars in thousands)
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Nine Months Ended |
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September 30, |
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2022 |
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2021 |
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CASH FLOWS FROM OPERATING ACTIVITIES |
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Net income |
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$ |
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$ |
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Adjustments to reconcile to net cash provided by operating activities: |
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Provision for (benefit from) credit losses |
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Depreciation and amortization |
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Net amortization of securities premiums and discounts |
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Realized securities losses/(gains) |
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( |
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Gain on sales of loans |
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( |
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( |
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Cash receipts from the sale of loans originated for sale |
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Cash disbursements for loans originated for sale |
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( |
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( |
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Deferred income tax (benefit)/provision |
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( |
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Gain on sale of other assets |
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( |
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( |
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(Decrease)/increase in interest receivable |
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( |
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Increase in interest payable |
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Amortization of stock-based compensation arrangements |
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Excess tax benefit from stock-based compensation arrangements |
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( |
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Other, net |
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Net cash provided by operating activities |
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INVESTING ACTIVITIES |
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Net cash received from acquisitions, net of cash paid |
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Net cash paid from sale of assets and liabilities, net of cash received |
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— |
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( |
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Net (increase)/decrease in federal funds sold |
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( |
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Purchases of held for investment debt securities |
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— |
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( |
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Purchases of available for sale debt securities |
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( |
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( |
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Proceeds from maturities, calls and paydowns of held for investment debt securities |
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Proceeds from maturities, calls and paydowns of available for sale debt securities |
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Proceeds from sales of available for sale securities |
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Purchase of equity securities |
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( |
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( |
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Proceeds from paydowns and sales of equity securities |
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Net change in loans |
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( |
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Net payments on derivative asset contracts |
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( |
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( |
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Purchases of premises, equipment and computer software |
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( |
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( |
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Purchase of tax credits |
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( |
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( |
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Other, net |
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Net cash (used in) provided by investing activities |
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( |
) |
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FINANCING ACTIVITIES |
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Net change in deposits |
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Net change in short-term borrowings |
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Proceeds from issuance of subordinated notes, net of debt issuance costs |
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— |
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Issuance of common stock in connection with stock options, net |
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Common stock acquired |
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— |
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( |
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Net cash settlement of options |
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— |
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( |
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Cash dividends paid |
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( |
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( |
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Net cash provided by financing activities |
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Net increase in cash, due from banks and interest-bearing deposits |
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Cash, due from banks and interest-bearing deposits at the beginning of the period |
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Cash, due from banks and interest-bearing deposits at the end of the period |
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$ |
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|
$ |
|
||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: |
|
|
|
|
|
|
||
Cash paid during the period for interest |
|
$ |
|
|
$ |
|
||
Cash paid during the period for income taxes |
|
$ |
|
|
$ |
|
||
Noncash investing and financing activities: |
|
|
|
|
|
|
||
Cash consideration for acquisitions |
|
$ |
|
|
$ |
|
||
Fair value of assets acquired in acquisitions |
|
$ |
|
|
$ |
|
||
Liabilities assumed in acquisitions |
|
$ |
|
|
$ |
|
||
Unpaid common stock dividends declared |
|
$ |
|
|
$ |
|
||
The accompanying Notes are an integral part of these consolidated financial statements.
5
BANCFIRST CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(1) DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accounting and reporting policies of BancFirst Corporation and its subsidiaries (the “Company”) conform to accounting principles generally accepted in the United States of America (U.S. GAAP) and general practice within the banking industry. A summary of significant accounting policies can be found in Note (1) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.
Basis of Presentation
The accompanying unaudited interim consolidated financial statements include the accounts of BancFirst Corporation, Council Oak Partners, LLC, BancFirst Insurance Services, Inc., Pegasus Bank ("Pegasus"), Worthington National Bank ("Worthington") and BancFirst and its subsidiaries. The principal operating subsidiaries of BancFirst are Council Oak Investment Corporation, Council Oak Real Estate, Inc., BFTower, LLC, BFC-PNC LLC, and BancFirst Agency, Inc. All significant intercompany accounts and transactions have been eliminated. Assets held in a fiduciary or agency capacity are not assets of the Company and, accordingly, are not included in the unaudited interim consolidated financial statements.
The accompanying unaudited interim consolidated financial statements and notes are presented in accordance with U.S. GAAP for interim financial information and the instructions for Form 10-Q adopted by the Securities and Exchange Commission (“SEC”). The information contained in the consolidated financial statements and footnotes included in BancFirst Corporation’s Annual Report on Form 10-K for the year ended December 31, 2021, should be referred to in connection with these unaudited interim consolidated financial statements. Operating results for the interim periods disclosed herein are not necessarily indicative of the results that may be expected for a full year or any future period.
The unaudited interim consolidated financial statements contained herein reflect all adjustments, which are, in the opinion of management, necessary to provide a fair statement of the financial position and results of operations of the Company for the interim periods presented. All such adjustments are of a normal and recurring nature.
Reclassifications
Certain items in prior consolidated financial statements have been reclassified to conform to the current presentation. Such reclassifications had no effect on previously reported cash flows, stockholders’ equity or comprehensive income.
Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with accounting principles generally accepted in the United States inherently involves the use of estimates and assumptions that affect the amounts reported in the financial statements and the related disclosures. These estimates relate principally to the determination of the allowance for credit losses, income taxes, the fair value of financial instruments and the valuation of assets and liabilities acquired in a business combination, including identifiable intangible assets. Such estimates and assumptions may change over time and actual amounts realized may differ from those reported.
Recent Accounting Pronouncements
Standards Not Yet Adopted:
In March 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2022-02, “Financial Instruments – Credit Losses (Topic 326).” ASU 2022-02 eliminates the TDR recognition and measurement guidance and, instead, requires that the Company evaluate, based on the accounting for loan modifications, whether the modification represents a new loan or a continuation of an existing loan. The Company has the option to apply a modified retrospective transition method, resulting in a cumulative-effect adjustment to retained earnings when adopted. In addition, the update requires that the Company disclose current-period write-offs by year of origination for financing receivables. The current-period write-off amendment should be applied prospectively. The amendments are effective for annual periods beginning after December 15, 2022, including interim periods within those annual periods. Early adoption is permitted; however the Company expects to adopt ASU 2022-02 on January 1, 2023. ASU No. 2022-02 is not expected to have a significant impact on the Company’s consolidated financial statements.
6
(2) RECENT DEVELOPMENTS, INCLUDING MERGERS AND ACQUISITIONS
On February 8, 2022, BancFirst Corporation acquired Worthington for an aggregate cash purchase price of $
On June 17, 2021, the Company completed a private placement, under Regulation D of the Securities Act of 1933, of $
On May 20, 2021, the Company purchased approximately $
On January 22, 2021, the Company sold approximately $
(3) SECURITIES
The following table summarizes the amortized cost and estimated fair values of debt securities held for investment:
|
|
|
|
|||||||||||||
|
|
Amortized |
|
|
Gross |
|
|
Gross |
|
|
Estimated |
|
||||
September 30, 2022 |
|
(Dollars in thousands) |
|
|||||||||||||
Mortgage backed securities (1) |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
||
States and political subdivisions |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Other securities |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Total |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
||
December 31, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Mortgage backed securities (1) |
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|||
States and political subdivisions |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Other securities |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|||
7
The following table summarizes the amortized cost and estimated fair values of debt securities available for sale:
|
|
|
|
|||||||||||||
|
|
Amortized |
|
|
Gross |
|
|
Gross |
|
|
Estimated |
|
||||
September 30, 2022 |
|
(Dollars in thousands) |
|
|||||||||||||
U.S. treasuries |
|
$ |
|
|
$ |
- |
|
|
$ |
( |
) |
|
$ |
|
||
U.S. federal agencies |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Mortgage backed securities (1) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
States and political subdivisions |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Asset backed securities |
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
|
||
Other securities |
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
|
||
Total |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
December 31, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. treasuries |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
U.S. federal agencies |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Mortgage backed securities (1) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
States and political subdivisions |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Asset backed securities |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|||
Other securities |
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
|
||
Total |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
(1) Primarily consists of FHLMC, FNMA, GNMA and mortgage backed securities through U.S. agencies.
On January 10, 2022, the Company purchased United States Treasury Notes of $
The maturities of debt securities held for investment and available for sale are summarized in the following table using contractual maturities. Actual maturities may differ from contractual maturities due to obligations that are called or prepaid. For purposes of the maturity table, mortgage-backed securities, which are not due at a single maturity date, have been presented at their contractual maturity.
|
|
September 30, 2022 |
|
|
December 31, 2021 |
|
||||||||||
|
|
Amortized |
|
|
Estimated |
|
|
Amortized |
|
|
Estimated |
|
||||
|
|
(Dollars in thousands) |
|
|||||||||||||
Held for Investment |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Contractual maturity of debt securities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Within one year |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
After one year but within five years |
|
|
|
|
|
|
|
|
|
|
|
|
||||
After five years but within ten years |
|
|
|
|
|
|
|
|
|
|
|
|
||||
After ten years |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Available for Sale |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Contractual maturity of debt securities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Within one year |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
After one year but within five years |
|
|
|
|
|
|
|
|
|
|
|
|
||||
After five years but within ten years |
|
|
|
|
|
|
|
|
|
|
|
|
||||
After ten years |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total debt securities |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
The following table is a summary of the Company’s book value of securities that were pledged as collateral for public funds on deposit, repurchase agreements and for other purposes as required or permitted by law:
|
|
September 30, 2022 |
|
|
December 31, 2021 |
|
||
|
|
(Dollars in thousands) |
|
|||||
Book value of pledged securities |
|
$ |
|
|
$ |
|
||
8
The following is a detail of proceeds from sales and the realized losses on available for sale debt securities:
|
|
Nine Months Ended September 30, |
|
|||||
|
|
2022 |
|
|
2021 |
|
||
|
|
(Dollars in thousands) |
|
|||||
Proceeds |
|
$ |
|
|
$ |
— |
|
|
Gross losses realized |
|
|
|
|
|
— |
|
|
Realized gains/losses on debt and equity securities are reported as securities transactions within the noninterest income section of the consolidated statement of comprehensive income.
The following table summarizes debt securities with unrealized losses, segregated by the duration of the unrealized loss, at September 30, 2022 and December 31, 2021 respectively:
|
|
|
|
Less than 12 Months |
|
|
More than 12 Months |
|
|
Total |
|
||||||||||||||||
|
Number of investments |
|
|
Estimated |
|
|
Unrealized |
|
|
Estimated |
|
|
Unrealized |
|
|
Estimated |
|
|
Unrealized |
|
|||||||
|
|
|
|
(Dollars in thousands) |
|
||||||||||||||||||||||
September 30, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Available for Sale |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
U.S. treasuries |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||
U.S. federal agencies |
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|||||
Mortgage backed securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
States and political subdivisions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Asset backed securities |
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|||||
Other securities |
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|||||
Total |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||
December 31, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Available for Sale |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
U.S. treasuries |
|
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
|||||
U.S. federal agencies |
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|||||
Mortgage backed securities |
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|||||
States and political subdivisions |
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|||||
Other securities |
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|||||
Total |
|
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
|||||
The Company has the ability and intent to hold the debt securities classified as held for investment until they mature, at which time the Company will receive full value for the debt securities. Furthermore, as of September 30, 2022 and December 31, 2021, the Company also had the ability and intent to hold the debt securities classified as available for sale for a period of time sufficient for a recovery of cost. The unrealized losses are due to increases in market interest rates over the yields available at the time the underlying debt securities were purchased. The fair value of those debt securities having unrealized losses is expected to recover as the securities approach their maturity date or repricing date, or if market yields for such investments decline. The Company has no intent or requirement to sell before the recovery of the unrealized loss; therefore, no impairment loss was realized in the Company’s consolidated statement of comprehensive income.
9
(4) LOANS HELD FOR INVESTMENT AND ALLOWANCE FOR CREDIT LOSSES ON LOANS
Loans held for investment are summarized by portfolio segment as follows:
|
September 30, 2022 |
|
|
December 31, 2021 |
|
||
|
(Dollars in thousands) |
|
|||||
Real estate: |
|
|
|
|
|
||
Commercial real estate owner occupied |
$ |
|
|
$ |
|
||
Commercial real estate non-owner occupied |
|
|
|
|
|
||
Construction and development < 60 months |
|
|
|
|
|
||
Construction residential real estate < 60 months |
|
|
|
|
|
||
Residential real estate first lien |
|
|
|
|
|
||
Residential real estate all other |
|
|
|
|
|
||
Farmland |
|
|
|
|
|
||
Commercial and agricultural non-real estate (2) |
|
|
|
|
|
||
Consumer non-real estate |
|
|
|
|
|
||
Oil and gas |
|
|
|
|
|
||
Total (1) |
$ |
|
|
$ |
|
||
(1) Excludes accrued interest receivable of $ |
|
||||||
(2) Includes PPP loans held for investment of $ |
|
||||||
Loans that were designated as Other and consisted mainly of Small Business Administration (“SBA”) loans were moved to their more descriptive portfolio segment. Therefore, we no longer have an Other loan portfolio segment.
In April 2020, the Company began originating loans to qualified small businesses under the Paycheck Protection Program (“PPP”) administered by the SBA. Since PPP loans are fully guaranteed by the SBA, there is no expected credit loss related to these loans. The Company had processing fees, which were recognized as interest income related to the PPP loans totaling approximately $
The Company's loans are currently
The Company's portfolio segment descriptions and the weighted average remaining life of portfolio segments are disclosed in Note (5) to the Company's Annual Report on Form 10-K for the year ended December 31, 2021.
Troubled Debt Restructurings, Other Real Estate Owned and Repossessed Assets and Held for Sale Assets
The following is a summary of troubled debt restructurings and other real estate owned and repossessed assets:
|
|
|
|
|
|
|
||
|
|
September 30, 2022 |
|
|
December 31, 2021 |
|
||
|
|
(Dollars in thousands) |
|
|||||
Troubled debt restructurings |
|
$ |
|
|
$ |
|
||
Other real estate owned and repossessed assets |
|
$ |
|
|
$ |
|
||
The Company charges interest on principal balances outstanding on troubled debt restructurings during deferral periods. The current and future financial effects of the recorded balance of loans considered to be troubled debt restructurings were not considered to be material.
Other real estate owned included a commercial real estate property recorded at approximately $
10
This property had the following rental income and operating expenses for the periods presented.
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
||||
|
|
(Dollars in thousands) |
|
|||||||||||||
Rental income |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Operating expense |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
At December 31, 2021, other real estate owned also included approximately $
During the nine months ended September 30, 2022, the Company sold property held in other real estate owned for a total gain of $
Nonaccrual loans
The Company did
Nonaccrual loans guaranteed by government agencies totaled approximately $
The following table is a summary of amounts included in nonaccrual loans, segregated by portfolio segment.
|
|
September 30, 2022 |
|
|
December 31, 2021 |
|
||
|
|
(Dollars in thousands) |
|
|||||
Real estate: |
|
|
|
|
|
|
||
Commercial real estate owner occupied |
|
$ |
|
|
$ |
|
||
Commercial real estate non-owner occupied |
|
|
— |
|
|
|
|
|
Construction and development < 60 months |
|
|
|
|
|
|
||
Construction residential real estate < 60 months |
|
|
|
|
|
— |
|
|
Residential real estate first lien |
|
|
|
|
|
|
||
Residential real estate all other |
|
|
|
|
|
|
||
Farmland |
|
|
|
|
|
|
||
Commercial and agricultural non-real estate |
|
|
|
|
|
|
||
Consumer non-real estate |
|
|
|
|
|
|
||
Oil and gas |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
||
11
Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due. The following table presents an age analysis of the Company's loans held for investment:
|
|
Age Analysis of Past Due Loans |
|
|||||||||||||||||||||||||
|
|
30-59 |
|
|
60-89 |
|
|
90 Days |
|
|
Total |
|
|
Current |
|
|
Total Loans |
|
|
Accruing |
|
|||||||
|
|
(Dollars in thousands) |
|
|||||||||||||||||||||||||
As of September 30, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Real estate: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Commercial real estate owner occupied |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||
Commercial real estate non-owner occupied |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Construction and development < 60 months |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
||||||
Construction residential real estate < 60 months |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Residential real estate first lien |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Residential real estate all other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Farmland |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Commercial and agricultural non-real estate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Consumer non-real estate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Oil and gas |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
As of December 31, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Real estate: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Commercial real estate owner occupied |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||
Commercial real estate non-owner occupied |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
||||
Construction and development < 60 months |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
||||
Construction residential real estate < 60 months |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
||||
Residential real estate first lien |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Residential real estate all other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Farmland |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Commercial and agricultural non-real estate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Consumer non-real estate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Oil and gas |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||
Credit Quality Indicators
The Company considers credit quality indicators to monitor the credit risk in the loan portfolio including volume and severity of loan delinquencies, nonaccrual loans, internal grading of loans, historical credit loss experience and economic conditions. These indicators are reviewed and updated regularly throughout the year. An internal risk grading system is used to indicate the credit risk of loans. 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 and the table summarizing the Company’s gross loans held for investment by year of origination and internally assigned credit grades as of December 31, 2021, are disclosed in Note (5) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.
The Company’s revolving loans that are converted to term loans are not material and therefore have not been presented.
12
The following table summarizes the Company’s gross loans held for investment by year of origination and internally assigned credit grades :
|
|
Term Loans Amortized Cost Basis by Origination Year |
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
|
2022 |
|
|
2021 |
|
|
2020 |
|
|
2019 |
|
|
2018 |
|
|
Prior |
|
|
Revolving Loans Amortized Cost Basis |
|
|
Total |
|
||||||||
|
|
(Dollars in thousands) |
|
|||||||||||||||||||||||||||||
As of September 30, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Commercial real estate owner occupied |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Grade 1 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||
Grade 2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Grade 3 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Grade 4 |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
||||||
Total commercial real estate owner occupied |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Commercial real estate non-owner occupied |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Grade 1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Grade 2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Grade 3 |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|||||
Grade 4 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Total commercial real estate non-owner occupied |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Construction and development < 60 months |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Grade 1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Grade 2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Grade 3 |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||||
Grade 4 |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||||
Total construction and development < 60 months |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Construction residential real estate < 60 months |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Grade 1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|||||||
Grade 2 |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||||
Grade 3 |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Grade 4 |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Total construction residential real estate < 60 months |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|||||||
Residential real estate first lien |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Grade 1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Grade 2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|||||||
Grade 3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|||||||
Grade 4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|||||||
Total residential real estate first lien |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Residential real estate all other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Grade 1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Grade 2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Grade 3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Grade 4 |
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|||||
Total residential real estate all other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Farmland |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Grade 1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Grade 2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Grade 3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Grade 4 |
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|||||
Total farmland |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Commercial and agricultural non-real estate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Grade 1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Grade 2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Grade 3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Grade 4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total commercial and agricultural non-real estate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Consumer non-real estate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Grade 1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Grade 2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Grade 3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Grade 4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total consumer non-real estate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Oil and gas |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Grade 1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Grade 2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Grade 3 |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||||
Grade 4 |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Total oil and gas |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total loans held for investment |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||
13
Allowance for Credit Losses Methodology
The Company determines its provision for credit losses and allowance for credit losses using the expected loss methodology that is referred to as the CECL model. The allowance for credit losses is measured on a collective (pool) basis when similar risk characteristics exist.
The increase in allowance for credit losses during 2022 was related to the purchase of loans without credit deterioration during the year along with loan growth. The decrease in the allowance for credit losses during 2021 was driven by a reversal of a pandemic-related provision during 2021 based on sustained improvements in the economy, both nationally and in the Company's markets, which reduced the amount of expected credit losses within the loan portfolio. This reduction during 2021 was partially offset by additional allowance for credit losses required for newly acquired loans. The allowance for credit losses for the oil and gas category was reduced during 2021 due to the increases in oil and gas commodity prices contributing to a more stable and profitable energy industry; however this decrease was offset by an increase in allowance for credit losses for the commercial real estate non-owner occupied category due to ongoing uncertainty regarding the pandemic's long-term impact on the office and retail sectors.
The following table details activity in the allowance for credit losses on loans for the period presented. Allocation of a portion of the allowance to one category of loans does not preclude its availability to absorb losses in other categories.
|
|
Allowance for Credit Losses |
|
|||||||||||||||||||||||||
|
|
Balance at |
|
|
Initial allowance on loans purchased with credit deterioration |
|
|
Charge- |
|
|
Recoveries |
|
|
Net |
|
|
Provision for /(benefit from) credit losses on loans |
|
|
Balance at |
|
|||||||
|
|
(Dollars in thousands) |
|
|||||||||||||||||||||||||
Three Months Ended September 30, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Real estate: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Commercial real estate owner occupied |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
Commercial real estate non-owner occupied |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|||
Construction and development < 60 months |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Construction residential real estate < 60 months |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|||
Residential real estate first lien |
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Residential real estate all other |
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
||||
Farmland |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
|
||
Commercial and agricultural non-real estate |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
||||
Consumer non-real estate |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
||||
Oil and gas |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|||
Total |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Nine Months Ended September 30, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Real estate: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Commercial real estate owner occupied |
|
$ |
|
|
$ |
— |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
Commercial real estate non-owner occupied |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|||
Construction and development < 60 months |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Construction residential real estate < 60 months |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|||
Residential real estate first lien |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|||||
Residential real estate all other |
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Farmland |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
|
||
Commercial and agricultural non-real estate |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|||||
Consumer non-real estate |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|||||
Oil and gas |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
|
||
Total |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|||||
14
|
|
Allowance for Credit Losses |
|
|||||||||||||||||||||||||
|
|
Balance at |
|
|
Initial allowance on loans purchased with credit deterioration |
|
|
Charge- |
|
|
Recoveries |
|
|
Net |
|
|
Provision for /(benefit from) credit losses on loans |
|
|
Balance at |
|
|||||||
|
|
(Dollars in thousands) |
|
|||||||||||||||||||||||||
Three Months Ended September 30, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Real estate: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Commercial real estate owner occupied |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Commercial real estate non-owner occupied |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Construction and development < 60 months |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Construction residential real estate < 60 months |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
|
||
Residential real estate first lien |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Residential real estate all other |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Farmland |
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|||
Commercial and agricultural non-real estate |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
||||
Consumer non-real estate |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|||||
Oil and gas |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|||
Total |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|||||
Nine Months Ended September 30, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Real estate: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Commercial real estate owner occupied |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||||
Commercial real estate non-owner occupied |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|||||
Construction and development < 60 months |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Construction residential real estate < 60 months |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|||
Residential real estate first lien |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|||||
Residential real estate all other |
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Farmland |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Commercial and agricultural non-real estate |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
||||
Consumer non-real estate |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|||||
Oil and gas |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
|
||
Total |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
||||
Purchased Credit Deteriorated Loans
The Company has purchased loans, for which there was, at acquisition, evidence of more than insignificant deterioration of credit quality since origination. The credit-deteriorated loans purchased during the nine-month periods ended September 30, 2022 and September 30, 2021 were as follows:
|
|
Loans acquired |
|
|
|
|
(Dollars in thousands) |
|
|
For the period ended September 30, 2022 |
|
|
|
|
Purchase price of loans at acquisition |
|
$ |
|
|
Allowance for credit losses at acquisition |
|
|
|
|
Par value of acquired loans at acquisition |
|
$ |
|
|
|
|
|
|
|
For the period ended September 30, 2021 |
|
|
|
|
Purchase price of loans at acquisition |
|
$ |
|
|
Allowance for credit losses at acquisition |
|
|
|
|
Par value of acquired loans at acquisition |
|
$ |
|
|
Collateral Dependent Loans
15
A loan is considered collateral-dependent when the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the operation or sale of the collateral. During the nine months ended September 30, 2022 and 2021, no material amount of interest income was recognized on collateral-dependent loans subsequent to their classification as collateral-dependent.
|
|
Collateral Type |
|
|
|
|
|
|
|
|||||||||||||||
|
|
Real Estate |
|
|
Business Assets |
|
|
Energy Reserves |
|
|
Other Assets |
|
|
Total |
|
|
Specific Allocation |
|
||||||
|
|
(Dollars in thousands) |
|
|
|
|
|
|
|
|||||||||||||||
As of September 30, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Real estate: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Commercial real estate owner occupied |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
|||
Commercial real estate non-owner occupied |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|||
Construction and development < 60 months |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Construction residential real estate < 60 months |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Residential real estate first lien |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|||
Residential real estate all other |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Farmland |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|||
Commercial and agricultural non-real estate |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
Consumer non-real estate |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|||
Oil and gas |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Total collateral-dependent loans held for investment |
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
Collateral Type |
|
|
|
|
|
|
|
|||||||||||||||
|
|
Real Estate |
|
|
Business Assets |
|
|
Energy Reserves |
|
|
Other Assets |
|
|
Total |
|
|
Specific Allocation |
|
||||||
|
|
(Dollars in thousands) |
|
|
|
|
|
|
|
|||||||||||||||
As of December 31, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Real estate: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Commercial real estate owner occupied |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
|||
Commercial real estate non-owner occupied |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|||
Construction and development < 60 months |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Construction residential real estate < 60 months |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Residential real estate first lien |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|||
Residential real estate all other |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|||
Farmland |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|||
Commercial and agricultural non-real estate |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
Consumer non-real estate |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|||
Oil and gas |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Total collateral-dependent loans held for investment |
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Non-Cash Transfers from Loans and Premises and Equipment
Transfers from loans and premises and equipment 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 and premises and equipment to other real estate owned and repossessed assets during the periods presented are summarized as follows:
|
|
Nine Months Ended September 30, |
|
|||||
|
|
2022 |
|
|
2021 |
|
||
|
|
(Dollars in thousands) |
|
|||||
Other real estate owned |
|
$ |
|
|
$ |
|
||
Repossessed assets |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
||
16
(5) INTANGIBLE ASSETS AND GOODWILL
The following is a summary of intangible assets as of the dates listed:
|
|
Gross |
|
|
Accumulated |
|
|
Net |
|
|||
|
|
(Dollars in thousands) |
|
|||||||||
September 30, 2022 |
|
|
|
|
|
|
|
|
|
|||
Core deposit intangibles |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
Customer relationship intangibles |
|
|
|
|
|
( |
) |
|
|
|
||
Total |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
December 31, 2021 |
|
|
|
|
|
|
|
|
|
|||
Core deposit intangibles |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
Customer relationship intangibles |
|
|
|
|
|
( |
) |
|
|
|
||
Total |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
The following is a summary of goodwill by business segment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
Metropolitan Banks |
|
|
Community Banks |
|
|
Pegasus |
|
|
Worthington |
|
|
Other Financial Services |
|
|
Executive, Operations & Support |
|
|
Consolidated |
|
|||||||
|
|
(Dollars in thousands) |
|
|||||||||||||||||||||||||
Nine months ended September 30, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Balance at beginning of period |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||
Acquisitions |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Balance at end of period |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||
The Company acquired Worthington on February 8, 2022, which added core deposit intangibles and goodwill shown in the tables above. See Note (2) of the Notes to Consolidated Financial Statements for disclosure regarding the Company’s recent developments, including mergers and acquisitions.
Additional information for intangible assets can be found in Note (7) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.
(6) LEASES
Lessee
The Company has operating leases, which primarily consist of office space in buildings, ATM locations, storage facilities, parking lots, equipment and land on which it owns certain buildings.
The following table presents rent expense for all operating leases, including those rented on a monthly or temporary basis as of the periods indicated:
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
||||
|
|
(Dollars in thousands) |
|
|||||||||||||
Rental expense |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
As of September 30, 2022, the right of use lease asset included in accrued interest receivable and on the consolidated balance sheet totaled $
17
The following table presents minimum future commitments by year for the Company’s operating leases. Such commitments are reflected as undiscounted values and are reconciled to the discounted present value recognized on the consolidated balance sheet.
|
|
September 30, 2022 |
|
|
|
|
(Dollars in thousands) |
|
|
2022 (three months) |
|
$ |
|
|
2023 |
|
|
|
|
2024 |
|
|
|
|
2025 |
|
|
|
|
2026 |
|
|
|
|
Thereafter |
|
|
|
|
Total lease payments |
|
|
|
|
Less imputed Interest |
|
|
( |
) |
Operating lease liability |
|
$ |
|
|
Lessor
The Company is a lessor of operating leases, which primarily consist of office space in buildings and parking lots. These assets are classified on the consolidated balance sheet as premises and equipment. The Company had operating lease revenue of $
The Company does not have operating leases that extend beyond 2031.
|
|
September 30, 2022 |
|
|
|
|
(Dollars in thousands) |
|
|
2022 (three months) |
|
$ |
|
|
2023 |
|
|
|
|
2024 |
|
|
|
|
2025 |
|
|
|
|
2026 |
|
|
|
|
2027-2031 |
|
|
|
|
Total future minimum lease payments |
|
$ |
|
|
(7) SUBORDINATED DEBT
In January 2004, the Company established BFC Capital Trust II (“BFC II”), a trust formed under the Delaware Business Trust Act. The Company owns all of the common securities of BFC II. In February 2004, BFC II issued $
On June 17, 2021, the Company completed a private placement, under Regulation D of the Securities Act of 1933, of $
18
2021 to but excluding June 30, 2031,
The Company may, at its option, beginning with the interest payment date of June 30, 2031, and on any scheduled interest payment date thereafter, redeem the Subordinated Notes, in whole or in part. In addition,
(8) STOCK-BASED COMPENSATION
The Company has had a nonqualified incentive stock option plan, the BancFirst Corporation Stock Option Plan (the “Employee Plan”), since May 1986. At September 30, 2022, there were
The Company has had the BancFirst Corporation Non-Employee Directors’ Stock Option Plan (the “Non-Employee Directors’ Plan”) since June 1999. Each non-employee director is granted an option for
The Company currently uses newly issued shares for stock option exercises, but reserves the right to use shares purchased under the Company’s Stock Repurchase Program (the “SRP”) in the future.
Although not required or expected, the Company may settle some options in cash on a limited basis at the discretion of the Company. During the nine months ended September 30, 2021, the Company had cash settlements for
The following table is a summary of the activity under both the Employee Plan and the Non-Employee Directors’ Plan:
|
|
|
|
|
|
|
|
Wgtd. Avg. |
|
|
|
|||
|
|
|
|
|
Wgtd. Avg. |
|
|
Remaining |
|
Aggregate |
|
|||
|
|
|
|
|
Exercise |
|
|
Contractual |
|
Intrinsic |
|
|||
|
|
Options |
|
|
Price |
|
|
Term |
|
Value |
|
|||
|
|
(Dollars in thousands, except option data) |
|
|||||||||||
Nine Months Ended September 30, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|||
Outstanding at December 31, 2021 |
|
|
|
|
$ |
|
|
|
|
|
|
|||
Options granted |
|
|
|
|
|
|
|
|
|
|
|
|||
Options exercised |
|
|
( |
) |
|
|
|
|
|
|
|
|
||
Options canceled, forfeited, or expired |
|
|
( |
) |
|
|
|
|
|
|
|
|
||
Outstanding at September 30, 2022 |
|
|
|
|
|
|
|
|
$ |
|
||||
Exercisable at September 30, 2022 |
|
|
|
|
|
|
|
|
$ |
|
||||
The following table has additional information regarding options exercised under both the Employee Plan and the Non-Employee Directors’ Plan:
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
||||
|
|
(Dollars in thousands) |
|
|
(Dollars in thousands) |
|
||||||||||
Total intrinsic value of options exercised |
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
|||
Cash received from options exercised |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|||
Tax benefit realized from options exercised |
|
|
|
|
|
— |
|
|
|
|
|
|
|
|||
19
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 |
|
|
Nine Months Ended |
|
||||||||||
|
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
||||
|
|
(Dollars in thousands) |
|
|
(Dollars in thousands) |
|
||||||||||
Stock-based compensation expense |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Tax benefit |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Stock-based compensation expense, net of tax |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
The Company will continue to amortize the unearned stock-based compensation expense over the remaining vesting period of approximately
|
|
September 30, 2022 |
|
|
|
|
(Dollars in thousands) |
|
|
Unearned stock-based compensation expense |
|
$ |
|
|
The following table shows the assumptions used for computing stock-based compensation expense under the fair value method on options granted during the periods presented:
|
|
Nine Months Ended September 30, |
|
|||||
|
|
2022 |
|
|
2021 |
|
||
Weighted average grant-date fair value per share of options granted |
|
$ |
|
|
$ |
|
||
Risk-free interest rate |
|
|
|
|
||||
Dividend yield |
|
|
|
|
||||
Stock price volatility |
|
|
|
|
||||
Expected term |
|
|
|
|
||||
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. The Company accounts for forfeitures as they occur.
The Company has had the BancFirst Corporation Directors’ Deferred Stock Compensation Plan (the “Deferred Stock Compensation Plan”) since May 1999. As of September 30, 2022, there are
|
|
September 30, |
|
|
December 31, |
|
||
|
|
2022 |
|
|
2021 |
|
||
Accumulated stock units |
|
|
|
|
|
|
||
Average price |
|
$ |
|
|
$ |
|
||
20
(9) STOCKHOLDERS’ EQUITY
In November 1999, the Company adopted the SRP. The SRP may be used as a means to increase earnings per share and return on equity. In addition, the SRP may be used 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. During September 2021, the SRP was amended to permit the repurchase of an additional
The following table is a summary of the shares under the program:
|
|
Nine Months Ended |
|
|||||
|
|
2022 |
|
|
2021 |
|
||
Number of shares repurchased |
|
|
— |
|
|
|
|
|
Average price of shares repurchased |
|
$ |
— |
|
|
$ |
|
|
Shares remaining to be repurchased |
|
|
|
|
|
|
||
BancFirst Corporation, BancFirst, Pegasus and Worthington are subject to risk-based capital guidelines issued by the Board of Governors of the Federal Reserve System and the Federal Deposit Insurance Corporation (“FDIC”). These guidelines are used to evaluate capital adequacy and involve both quantitative and qualitative evaluations of BancFirst Corporation’s, BancFirst’s, Pegasus’s and Worthington'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 consolidated financial statements. The Company believes that as of September 30, 2022, BancFirst Corporation, BancFirst, Pegasus and Worthington met all capital adequacy requirements to which they are subject.
|
|
|
|
|
|
|
Required |
|
|
|
To Be Well |
|||||||||||||
|
|
|
|
|
|
|
For Capital |
|
With |
|
Capitalized Under |
|||||||||||||
|
|
|
|
|
|
|
Adequacy |
|
Capital Conservation |
|
Prompt Corrective |
|||||||||||||
|
|
Actual |
|
Purposes |
|
Buffer |
|
Action Provisions |
||||||||||||||||
|
|
Amount |
|
|
Ratio |
|
Amount |
|
|
Ratio |
|
Amount |
|
|
Ratio |
|
Amount |
|
|
Ratio |
||||
|
|
(Dollars in thousands) |
||||||||||||||||||||||
As of September 30, 2022: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Capital |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
(to Risk Weighted Assets)- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
BancFirst Corporation |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
N/A |
|
|
N/A |
|||||||
BancFirst |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
||||||||
Pegasus |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Worthington |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Common Equity Tier 1 Capital |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
(to Risk Weighted Assets)- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
BancFirst Corporation |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
N/A |
|
|
N/A |
|||||||
BancFirst |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
||||||||
Pegasus |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Worthington |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Tier 1 Capital |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
(to Risk Weighted Assets)- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
BancFirst Corporation |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
N/A |
|
|
N/A |
|||||||
BancFirst |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
||||||||
Pegasus |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Worthington |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Tier 1 Capital |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
(to Total Assets)- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
BancFirst Corporation |
|
$ |
|
|
|
$ |
|
|
|
N/A |
|
|
N/A |
|
N/A |
|
|
N/A |
||||||
BancFirst |
|
|
|
|
|
|
|
|
|
N/A |
|
|
N/A |
|
$ |
|
|
|||||||
Pegasus |
|
|
|
|
|
|
|
|
|
N/A |
|
|
N/A |
|
|
|
|
|||||||
Worthington |
|
|
|
|
|
|
|
|
|
N/A |
|
|
N/A |
|
|
|
|
|||||||
21
As of September 30, 2022, the most recent notifications from the Federal Reserve Bank of Kansas City, the FDIC and the Comptroller of the Currency, categorized BancFirst, Pegasus and Worthington as “well capitalized” under the prompt corrective action provisions. The Common Equity Tier 1 Capital of BancFirst Corporation, BancFirst, Pegasus and Worthington includes common stock and related paid-in capital and retained earnings. In connection with the adoption of the Basel III Capital Rules, the election was made to opt-out of the requirement to include most components of accumulated other comprehensive income in Common Equity Tier 1 Capital. Common Equity Tier 1 Capital for BancFirst Corporation, BancFirst, Pegasus and Worthington is reduced by goodwill and other intangible assets, net of associated deferred tax liabilities. The Company’s trust preferred securities have continued to be included in Tier 1 capital, as the Company’s total assets do not exceed $
On June 17, 2021, the Company completed a private placement, under Regulation D of the Securities Act of 1933, of $
In April 2020, the Company began originating loans to qualified small businesses under the PPP administered by the SBA. Federal bank regulatory agencies have issued an interim final rule that permits banks to neutralize the regulatory capital effects of participating in the Paycheck Protection Program Lending Facility (the “PPP Facility”) and clarify that PPP loans have a
(10) NET INCOME PER COMMON SHARE
Basic and diluted net income per common share are calculated as follows:
|
|
Income |
|
|
Shares |
|
|
Per Share |
|
|||
|
|
(Dollars in thousands, except per share data) |
|
|||||||||
Three Months Ended September 30, 2022 |
|
|
|
|
|
|
|
|
|
|||
Basic |
|
|
|
|
|
|
|
|
|
|||
Income available to common stockholders |
|
$ |
|
|
|
|
|
$ |
|
|||
Dilutive effect of stock options |
|
|
— |
|
|
|
|
|
|
|
||
Diluted |
|
|
|
|
|
|
|
|
|
|||
Income available to common stockholders plus assumed exercises of stock options |
|
$ |
|
|
|
|
|
$ |
|
|||
Three Months Ended September 30, 2021 |
|
|
|
|
|
|
|
|
|
|||
Basic |
|
|
|
|
|
|
|
|
|
|||
Income available to common stockholders |
|
$ |
|
|
|
|
|
$ |
|
|||
Dilutive effect of stock options |
|
|
— |
|
|
|
|
|
|
|
||
Diluted |
|
|
|
|
|
|
|
|
|
|||
Income available to common stockholders plus assumed exercises of stock options |
|
$ |
|
|
|
|
|
$ |
|
|||
Nine Months Ended September 30, 2022 |
|
|
|
|
|
|
|
|
|
|||
Basic |
|
|
|
|
|
|
|
|
|
|||
Income available to common stockholders |
|
$ |
|
|
|
|
|
$ |
|
|||
Dilutive effect of stock options |
|
|
— |
|
|
|
|
|
|
|
||
Diluted |
|
|
|
|
|
|
|
|
|
|||
Income available to common stockholders plus assumed exercises of stock options |
|
$ |
|
|
|
|
|
$ |
|
|||
Nine Months Ended September 30, 2021 |
|
|
|
|
|
|
|
|
|
|||
Basic |
|
|
|
|
|
|
|
|
|
|||
Income available to common stockholders |
|
$ |
|
|
|
|
|
$ |
|
|||
Dilutive effect of stock options |
|
|
— |
|
|
|
|
|
|
|
||
Diluted |
|
|
|
|
|
|
|
|
|
|||
Income available to common stockholders plus assumed exercises of stock options |
|
$ |
|
|
|
|
|
$ |
|
|||
22
The following table shows the number of options that were excluded from the computation of diluted net income per common share for each period because the options were anti-dilutive for the period:
|
|
Shares |
|
|
Three Months Ended September 30, 2022 |
|
|
|
|
Three Months Ended September 30, 2021 |
|
|
|
|
Nine Months Ended September 30, 2022 |
|
|
|
|
Nine Months Ended September 30, 2021 |
|
|
|
|
(11) 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 Accounting Standards Codification (“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:
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.
Debt Securities Available for Sale
Debt securities classified as available for sale are reported at fair value. U.S. Treasuries are valued using Level 1 inputs. Other debt securities available for sale including U.S. federal agencies, registered mortgage backed debt 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 private label mortgage backed debt securities for which observable information is not readily available. These debt securities are reported at fair value utilizing Level 3 inputs. For these debt securities, management determines the fair value based on replacement cost, the income approach or information provided by outside consultants or lead investors. Discount rates are primarily based on reference to interest rate spreads on comparable debt securities of similar duration and credit rating as determined by the nationally recognized rating agencies adjusted for a lack of trading volume. Significant unobservable inputs are developed by investment securities professionals involved in the active trading of similar debt securities.
23
The Company reviews the prices for Level 1 and Level 2 debt 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 debt securities that are esoteric or that have complicated structures. The Company’s portfolio primarily consists of traditional investments including U.S. Treasury obligations, federal agency mortgage pass-through debt 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 for pricing mentioned in the preceding paragraph adjusted for the specific issue. Periodically, the Company will validate 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 model.
The following table summarizes financial assets and financial liabilities measured at fair value on a recurring basis as of the periods presented, 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) |
|
|||||||||||||
September 30, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Debt securities available for sale: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. Treasury |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
||
U.S. federal agencies |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Mortgage-backed securities |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
States and political subdivisions |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|||
Asset backed securities |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Other debt securities |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Derivative assets |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Derivative liabilities |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
December 31, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Debt securities available for sale: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. Treasury |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
||
U.S. federal agencies |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Mortgage-backed securities |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
States and political subdivisions |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|||
Asset backed securities |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Other debt securities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Derivative assets |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Derivative liabilities |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
The changes in Level 3 assets measured at estimated fair value on a recurring basis during the periods presented were as follows:
|
|
Nine Months Ended September 30, |
|
|
Twelve Months Ended |
|
||
|
|
2022 |
|
|
2021 |
|
||
|
|
(Dollars in thousands) |
|
|||||
Balance at the beginning of the year |
|
$ |
|
|
$ |
|
||
Transfers to level 2 |
|
|
— |
|
|
|
( |
) |
Purchases |
|
|
|
|
|
|
||
Settlements |
|
|
( |
) |
|
|
( |
) |
Total unrealized losses |
|
|
( |
) |
|
|
— |
|
Balance at the end of the period |
|
$ |
|
|
$ |
|
||
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 nine months ended September 30, 2022, the Company did not transfer any debt securities. During the year ended
24
December 31, 2021, the Company transferred debt securities from Level 3 to Level 2 due to a review of the pricing models that determined some asset backed debt securities to be Level 2.
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.
The Company invests in equity securities without readily determinable fair values and utilizes Level 3 inputs. These equity securities are reported at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. The realized and unrealized gains and losses are reported as securities transactions in the noninterest income section of the consolidated statements of comprehensive income.
Collateral dependent loans are reported at the fair value of the underlying collateral if repayment is dependent on liquidation of the collateral. When the Company determines that foreclosure is probable or when the borrower is experiencing financial difficulty at the reporting date and repayment is expected to be provided substantially through the operation or sale of the collateral, expected credit losses are based on the fair value of the collateral at the reporting date, adjusted for selling costs as appropriate. In no case does the fair value of a collateral dependent loan exceed the fair value of the underlying collateral. The collateral dependent loans are adjusted to fair value through a specific allocation of the allowance for credit losses or a direct charge-down of the loan.
Repossessed assets, upon initial recognition, are measured and adjusted to fair value through a charge-off to the allowance for possible credit losses based upon the fair value of the repossessed 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 during the period presented. These nonrecurring fair values do not represent all assets, only those assets that have been adjusted during the reporting period:
|
|
Total Fair Value |
|
|
|
|
Level 3 |
|
|
|
|
(Dollars in thousands) |
|
|
As of and for the Year-to-date Period Ended September 30, 2022 |
|
|
|
|
Equity securities |
|
$ |
|
|
Collateral dependent loans |
|
|
|
|
Repossessed assets |
|
|
|
|
Other real estate owned |
|
|
|
|
As of and for the Year-to-date Period Ended December 31, 2021 |
|
|
|
|
Equity securities |
|
$ |
|
|
Collateral dependent loans |
|
|
|
|
Repossessed assets |
|
|
|
|
Other real estate owned |
|
|
|
|
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 and Interest-Bearing Deposits with Banks
The carrying amount of these short-term instruments is based on a reasonable estimate of fair value.
Federal Funds Sold
The carrying amount of these short-term instruments is a reasonable estimate of fair value.
25
Debt Securities Held for Investment
For debt 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 debt securities making adjustments for credit or liquidity if applicable.
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
Loans Held For Investment
To determine the fair value of loans held for investment, the Company uses an exit price calculation, which takes into account factors such as liquidity, credit and the nonperformance risk of 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.
Subordinated Debt
The fair values of subordinated debt are estimated using the rates that would be charged for subordinated debt 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.
26
The estimated fair values of the Company’s financial instruments that are reported at amortized cost in the Company’s consolidated balance sheets, segregated by the level of valuation inputs within the fair value hierarchy utilized to measure fair value, are as follows:
|
|
September 30, |
|
|
December 31, |
|
||||||||||
|
|
2022 |
|
|
2021 |
|
||||||||||
|
|
Carrying |
|
|
Fair Value |
|
|
Carrying |
|
|
Fair Value |
|
||||
|
|
(Dollars in thousands) |
|
|||||||||||||
FINANCIAL ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Level 2 inputs: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Federal funds sold |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Debt securities held for investment |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Loans held for sale |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Level 3 inputs: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Debt securities held for investment |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Loans, net of allowance for credit losses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
FINANCIAL LIABILITIES |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Level 2 inputs: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Deposits |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Short-term borrowings |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
||
Subordinated debt |
|
|
|
|
|
|
|
|
|
|
|
|
||||
OFF-BALANCE SHEET FINANCIAL INSTRUMENTS |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Loan commitments |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Letters of credit |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Non-financial Assets and Non-financial Liabilities Measured at Fair Value
The Company has
27
(12) 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, to mitigate the exposure to fluctuations in oil and gas prices, the Company simultaneously enters into an offsetting contract with a counterparty. These derivatives are not designated as hedged instruments and are recorded on the Company's consolidated balance sheet at fair value and are included in other assets. The Company's derivative financial instruments require a daily margin to be posted, which fluctuates with oil and gas prices. These margins have increased during 2022 due to the current increase in oil and gas prices and customer activity. These margins are included in other assets totaling $
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:
|
|
|
|
September 30, 2022 |
|
|
December 31, 2021 |
|
||||||||||
Oil and Gas Swaps and Options |
|
Notional Units |
|
Notional |
|
|
Estimated |
|
|
Notional |
|
|
Estimated |
|
||||
|
|
|
|
(Notional amounts and dollars in thousands) |
|
|||||||||||||
Oil |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Derivative assets |
|
Barrels |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Derivative liabilities |
|
Barrels |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gas/Natural Gas Liquids |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Derivative assets |
|
MMBTUs/Gallons |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Derivative liabilities |
|
MMBTUs/Gallons |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Fair Value |
|
Included in |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Other assets |
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Other liabilities |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|||
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 |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
||||
|
(Dollars in thousands) |
|
|
(Dollars in thousands) |
|
||||||||||
Derivative income |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
The Company's credit exposure on oil and gas swaps and options varies based on the current market prices of oil and 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 represents the profit derived from the activity and is unaffected by the market price movements. The Company's share of total profit is approximately
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 Company's net credit exposure relating to oil and gas swaps and options with bank counterparties was $
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.
28
(13) 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
The results of operations and selected financial information for the six business units are as follows:
|
|
Metropolitan |
|
|
Community |
|
|
Pegasus |
|
|
Worthington |
|
|
Other |
|
|
Executive, |
|
|
Eliminations |
|
|
Consolidated |
|
||||||||
|
|
(Dollars in thousands) |
|
|||||||||||||||||||||||||||||
Three Months Ended September 30, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net interest income |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
— |
|
|
$ |
|
||||||
Noninterest income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||||||
Income before taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Three Months Ended September 30, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net interest income |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||||||
Noninterest income |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||||
Income before taxes |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Nine Months Ended September 30, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net interest income |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|||||||
Noninterest income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
$ |
|
|||||||
Income before taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
$ |
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Nine Months Ended September 30, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net interest income |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||||||
Noninterest income |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
( |
) |
|
$ |
|
||||||
Income before taxes |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
( |
) |
|
$ |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
September 30, 2022 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||||||
December 31, 2021 |
|
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— |
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( |
) |
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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.
29
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis of our financial condition as of September 30, 2022 and December 31, 2021 and results of operations for the three and nine months ended September 30, 2022 should be read in conjunction with our consolidated financial statements and notes to the consolidated financial statements for the year ended December 31, 2021, and the other information included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. Certain risks, uncertainties and other factors, including those set forth under "Risk Factors" in Part I, Item 1A of the 2021 Form 10-K, and "Item 1A, Risk Factors" in this Quarterly Report on Form 10-Q, may cause actual results to differ materially from the results discussed in the forward-looking statements appearing in this discussion and analysis.
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. Examples of forward-looking statements include, but are not limited to: (i) projections of revenues, expenses, income or loss, earnings or loss per share, the payment or nonpayment of dividends, capital structure and other financial items; (ii) statements of plans, objectives and expectations, including those relating to products or services; (iii) statements of future economic performance; and (iv) statements of assumptions underlying such statements. Words such as “believes”, “anticipates”, “expects”, “intends”, “targeted”, “continue”, “remain”, “will”, “should”, “may” and other similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements.
Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from those in such statements. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to:
30
Actual results may differ materially from forward-looking statements.
SUMMARY
The Company’s net income for the third quarter of 2022 was $55.4 million, compared to $38.8 million for the third quarter of 2021. Diluted net income per common share was $1.65 and $1.16 for the third quarter of 2022 and 2021, respectively.
The Company’s net interest income for the third quarter of 2022 increased to $100.9 million, compared to $80.2 million for the third quarter of 2021. Rising interest rates and loan growth contributed to the increase. The net interest margin for the third quarter was 3.48%, and for the third quarter of 2021 was 3.09%. Net interest income for the third quarter of 2021 included $10.0 million in Paycheck Protection Program (“PPP”) fees.
For the third quarter of 2022 the Company recorded a provision for credit losses of $2.9 million compared to $1.5 million for the third quarter of 2021. The Company's view of the likelihood of a significant economic downturn in Oklahoma and Texas remains neutral and therefore expects it will maintain its current level of comparable expected credit losses for the near term.
Noninterest income for the third quarter of 2022 totaled $49.3 million, up from $39.8 million for the third quarter of 2021. The increase in noninterest income in 2022 was mostly attributable to $3.4 million in sweep fees and $3.2 million of income from an equity interest received through restructuring a loan. Noninterest expense for the third quarter of 2022 was $79.1 million, up from $70.2 million for the third quarter of last year, primarily due to increases associated with the Worthington acquisition and salary increases. The Company’s effective tax rate was 19.0% for the third quarter of 2022 compared to 19.7% for the third quarter of 2021.
At September 30, 2022, the Company’s total assets were $12.5 billion compared to $9.4 billion at December 31, 2021. Deposits totaled $11.1 billion, an increase of $3.0 billion from December 31, 2021. The consolidated balance sheet growth was driven by the return of customer deposits from off-balance sheet sweep accounts and the acquisition of Worthington National Bank. Loans totaled $6.8 billion compared to $6.2 billion at December 31, 2021. Loan growth during 2022, net of acquired loans and PPP loan runoffs, was $461 million, or 7%. The Company’s total stockholders’ equity was $1.2 billion, an increase of $23.4 million over December 31, 2021.
Asset quality remained strong as nonaccrual loans continued to decline, totaling $12.0 million, which represented 0.18% of total loans at September 30, 2022, down from 0.34% at year-end 2021. The allowance for credit losses to total loans was 1.32% at September 30, 2022, down slightly from 1.36% at the end of 2021.
See Note (2) of the Notes to Consolidated Financial Statements for disclosure regarding the Company’s recent developments, including mergers and acquisitions.
FUTURE APPLICATION OF ACCOUNTING STANDARDS
See Note (1) of the Notes to the Consolidated Financial Statements for changes in the Company’s disclosures regarding recently issued accounting pronouncements since December 31, 2021, the date of its most recent annual report to stockholders.
SEGMENT INFORMATION
See Note (13) of the Notes to the Consolidated Financial Statements for disclosures regarding business segments.
RESULTS OF OPERATIONS
Average Balances, Income, Expenses and Rates
The following tables present, for the periods indicated, certain information related to the Company's consolidated average balance sheet, average yields on assets and average costs of liabilities. Such yields are derived by dividing income or expense by the average balance of the corresponding assets or liabilities. For these computations: (i) average balances are derived from daily averages, (ii) information is shown on a taxable-equivalent basis assuming a 21% tax rate, and (iii) nonaccrual loans are included in the average loan balances and any interest on such nonaccrual loans is recognized on a cash basis. Loan fees included in interest income were $5.7 million for the three months ended September 30, 2022 compared to approximately $14.4 million for the three months ended September 30,
31
2021. Loan fees included in interest income were $19.4 million for the nine months ended September 30, 2022 compared to $45.8 million for the nine months ended September 30, 2021.
BANCFIRST CORPORATION |
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CONSOLIDATED AVERAGE BALANCE SHEETS AND INTEREST MARGIN ANALYSIS |
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(Unaudited) |
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Taxable Equivalent Basis |
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(Dollars in thousands) |
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Three Months Ended September 30, |
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2022 |
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2021 |
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Interest |
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Average |
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Interest |
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Average |
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Average |
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Income/ |
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Yield/ |
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Average |
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Income/ |
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Yield/ |
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Balance |
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Expense |
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Rate |
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Balance |
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Expense |
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Rate |
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ASSETS |
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Earning assets: |
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Loans |
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$ |
6,652,613 |
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$ |
87,169 |
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|
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5.20 |
% |
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$ |
6,103,533 |
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$ |
80,370 |
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|
5.22 |
% |
Debt securities – taxable |
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|
1,353,950 |
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6,793 |
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1.99 |
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|
536,690 |
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|
1,484 |
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|
1.10 |
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Debt securities – tax exempt |
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3,539 |
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|
28 |
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3.09 |
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|
6,336 |
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45 |
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|
2.83 |
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Federal funds sold and interest-bearing deposits with banks |
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3,512,242 |
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20,119 |
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2.27 |
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3,682,313 |
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|
1,441 |
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|
0.16 |
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Total earning assets |
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11,522,344 |
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|
114,109 |
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|
3.93 |
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|
10,328,872 |
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|
83,340 |
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|
3.20 |
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Nonearning assets: |
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Cash and due from banks |
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252,874 |
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269,153 |
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Interest receivable and other assets |
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892,858 |
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|
696,567 |
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Allowance for credit losses |
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(86,955 |
) |
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|
(83,969 |
) |
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Total nonearning assets |
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1,058,777 |
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|
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|
881,751 |
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|
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Total assets |
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$ |
12,581,121 |
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$ |
11,210,623 |
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|
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Interest-bearing liabilities: |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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Transaction deposits |
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$ |
958,008 |
|
|
$ |
442 |
|
|
|
0.18 |
% |
|
$ |
881,043 |
|
|
$ |
161 |
|
|
|
0.07 |
% |
Savings deposits |
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|
4,313,076 |
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|
|
10,447 |
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|
|
0.96 |
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|
|
3,825,687 |
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|
|
989 |
|
|
|
0.10 |
|
Time deposits |
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|
678,549 |
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|
|
1,110 |
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|
|
0.65 |
|
|
|
659,490 |
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|
|
838 |
|
|
|
0.50 |
|
Short-term borrowings |
|
|
6,979 |
|
|
|
36 |
|
|
|
2.05 |
|
|
|
2,713 |
|
|
|
— |
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|
|
0.10 |
|
Subordinated debt |
|
|
86,020 |
|
|
|
1,030 |
|
|
|
4.75 |
|
|
|
85,964 |
|
|
|
1,031 |
|
|
|
4.76 |
|
Total interest-bearing liabilities |
|
|
6,042,632 |
|
|
|
13,065 |
|
|
|
0.86 |
|
|
|
5,454,897 |
|
|
|
3,019 |
|
|
|
0.22 |
|
Interest-free funds: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Noninterest-bearing deposits |
|
|
5,208,591 |
|
|
|
|
|
|
|
|
|
4,547,944 |
|
|
|
|
|
|
|
||||
Interest payable and other liabilities |
|
|
118,375 |
|
|
|
|
|
|
|
|
|
61,794 |
|
|
|
|
|
|
|
||||
Stockholders’ equity |
|
|
1,211,523 |
|
|
|
|
|
|
|
|
|
1,145,988 |
|
|
|
|
|
|
|
||||
Total interest free funds |
|
|
6,538,489 |
|
|
|
|
|
|
|
|
|
5,755,726 |
|
|
|
|
|
|
|
||||
Total liabilities and stockholders’ equity |
|
$ |
12,581,121 |
|
|
|
|
|
|
|
|
$ |
11,210,623 |
|
|
|
|
|
|
|
||||
Net interest income |
|
|
|
|
$ |
101,044 |
|
|
|
|
|
|
|
|
$ |
80,321 |
|
|
|
|
||||
Net interest spread |
|
|
|
|
|
|
|
|
3.07 |
% |
|
|
|
|
|
|
|
|
2.98 |
% |
||||
Effect of interest free funds |
|
|
|
|
|
|
|
|
0.41 |
% |
|
|
|
|
|
|
|
|
0.11 |
% |
||||
Net interest margin |
|
|
|
|
|
|
|
|
3.48 |
% |
|
|
|
|
|
|
|
|
3.09 |
% |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
32
BANCFIRST CORPORATION |
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CONSOLIDATED AVERAGE BALANCE SHEETS AND INTEREST MARGIN ANALYSIS |
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|||||||||||||||||||||||
(Unaudited) |
|
|||||||||||||||||||||||
Taxable Equivalent Basis |
|
|||||||||||||||||||||||
(Dollars in thousands) |
|
|||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
Nine Months Ended September 30, |
|
|||||||||||||||||||||
|
|
2022 |
|
|
2021 |
|
||||||||||||||||||
|
|
|
|
|
Interest |
|
|
Average |
|
|
|
|
|
Interest |
|
|
Average |
|
||||||
|
|
Average |
|
|
Income/ |
|
|
Yield/ |
|
|
Average |
|
|
Income/ |
|
|
Yield/ |
|
||||||
|
|
Balance |
|
|
Expense |
|
|
Rate |
|
|
Balance |
|
|
Expense |
|
|
Rate |
|
||||||
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Earning assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Loans |
|
$ |
6,527,355 |
|
|
$ |
239,072 |
|
|
|
4.90 |
% |
|
$ |
6,267,176 |
|
|
$ |
240,733 |
|
|
|
5.14 |
% |
Debt securities – taxable |
|
|
1,218,092 |
|
|
|
15,716 |
|
|
|
1.73 |
|
|
|
531,109 |
|
|
|
4,779 |
|
|
|
1.20 |
|
Debt securities – tax exempt |
|
|
3,993 |
|
|
|
89 |
|
|
|
2.99 |
|
|
|
13,530 |
|
|
|
222 |
|
|
|
2.20 |
|
Federal funds sold and interest-bearing deposits with banks |
|
|
3,582,533 |
|
|
|
29,482 |
|
|
|
1.10 |
|
|
|
3,064,852 |
|
|
|
2,861 |
|
|
|
0.12 |
|
Total earning assets |
|
|
11,331,973 |
|
|
|
284,359 |
|
|
|
3.35 |
|
|
|
9,876,667 |
|
|
|
248,595 |
|
|
|
3.37 |
|
Nonearning assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cash and due from banks |
|
|
271,060 |
|
|
|
|
|
|
|
|
|
270,724 |
|
|
|
|
|
|
|
||||
Interest receivable and other assets |
|
|
874,379 |
|
|
|
|
|
|
|
|
|
688,223 |
|
|
|
|
|
|
|
||||
Allowance for credit losses |
|
|
(86,545 |
) |
|
|
|
|
|
|
|
|
(89,116 |
) |
|
|
|
|
|
|
||||
Total nonearning assets |
|
|
1,058,894 |
|
|
|
|
|
|
|
|
|
869,831 |
|
|
|
|
|
|
|
||||
Total assets |
|
$ |
12,390,867 |
|
|
|
|
|
|
|
|
$ |
10,746,498 |
|
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest-bearing liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Transaction deposits |
|
$ |
959,261 |
|
|
$ |
846 |
|
|
|
0.12 |
% |
|
$ |
835,363 |
|
|
$ |
465 |
|
|
|
0.07 |
% |
Savings deposits |
|
|
4,271,070 |
|
|
|
14,320 |
|
|
|
0.45 |
|
|
|
3,675,121 |
|
|
|
3,034 |
|
|
|
0.11 |
|
Time deposits |
|
|
666,190 |
|
|
|
2,400 |
|
|
|
0.48 |
|
|
|
658,306 |
|
|
|
2,814 |
|
|
|
0.57 |
|
Short-term borrowings |
|
|
5,401 |
|
|
|
49 |
|
|
|
1.21 |
|
|
|
2,595 |
|
|
|
1 |
|
|
|
0.07 |
|
Subordinated debt |
|
|
86,006 |
|
|
|
3,091 |
|
|
|
4.81 |
|
|
|
46,957 |
|
|
|
2,100 |
|
|
|
5.98 |
|
Total interest-bearing liabilities |
|
|
5,987,928 |
|
|
|
20,706 |
|
|
|
0.46 |
|
|
|
5,218,342 |
|
|
|
8,414 |
|
|
|
0.22 |
|
Interest-free funds: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Noninterest-bearing deposits |
|
|
5,106,094 |
|
|
|
|
|
|
|
|
|
4,363,925 |
|
|
|
|
|
|
|
||||
Interest payable and other liabilities |
|
|
104,299 |
|
|
|
|
|
|
|
|
|
50,469 |
|
|
|
|
|
|
|
||||
Stockholders’ equity |
|
|
1,192,546 |
|
|
|
|
|
|
|
|
|
1,113,762 |
|
|
|
|
|
|
|
||||
Total interest free funds |
|
|
6,402,939 |
|
|
|
|
|
|
|
|
|
5,528,156 |
|
|
|
|
|
|
|
||||
Total liabilities and stockholders’ equity |
|
$ |
12,390,867 |
|
|
|
|
|
|
|
|
$ |
10,746,498 |
|
|
|
|
|
|
|
||||
Net interest income |
|
|
|
|
$ |
263,653 |
|
|
|
|
|
|
|
|
$ |
240,181 |
|
|
|
|
||||
Net interest spread |
|
|
|
|
|
|
|
|
2.89 |
% |
|
|
|
|
|
|
|
|
3.15 |
% |
||||
Effect of interest free funds |
|
|
|
|
|
|
|
|
0.22 |
% |
|
|
|
|
|
|
|
|
0.10 |
% |
||||
Net interest margin |
|
|
|
|
|
|
|
|
3.11 |
% |
|
|
|
|
|
|
|
|
3.25 |
% |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
33
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 |
|
|
Nine Months Ended |
|
||||||||||
|
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
||||
Income Statement Data |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net interest income |
|
$ |
100,947 |
|
|
$ |
80,190 |
|
|
$ |
263,321 |
|
|
$ |
239,759 |
|
Provision for (benefit from) credit losses |
|
|
2,863 |
|
|
|
1,483 |
|
|
|
6,300 |
|
|
|
(8,466 |
) |
Securities transactions |
|
|
966 |
|
|
|
150 |
|
|
|
(2,949 |
) |
|
|
417 |
|
Total noninterest income |
|
|
49,331 |
|
|
|
39,786 |
|
|
|
135,579 |
|
|
|
124,339 |
|
Salaries and employee benefits |
|
|
47,741 |
|
|
|
42,267 |
|
|
|
136,957 |
|
|
|
123,836 |
|
Total noninterest expense |
|
|
79,078 |
|
|
|
70,214 |
|
|
|
225,307 |
|
|
|
209,200 |
|
Net income |
|
|
55,352 |
|
|
|
38,750 |
|
|
|
135,974 |
|
|
|
129,462 |
|
Per Common Share Data |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income – basic |
|
$ |
1.69 |
|
|
$ |
1.18 |
|
|
$ |
4.15 |
|
|
$ |
3.95 |
|
Net income – diluted |
|
|
1.65 |
|
|
|
1.16 |
|
|
|
4.07 |
|
|
|
3.88 |
|
Cash dividends |
|
|
0.40 |
|
|
|
0.36 |
|
|
|
1.12 |
|
|
|
1.04 |
|
Performance Data |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Return on average assets |
|
|
1.75 |
% |
|
|
1.37 |
% |
|
|
1.47 |
% |
|
|
1.61 |
% |
Return on average stockholders’ equity |
|
|
18.13 |
|
|
|
13.42 |
|
|
|
15.24 |
|
|
|
15.54 |
|
Cash dividend payout ratio |
|
|
23.67 |
|
|
|
30.51 |
|
|
|
26.99 |
|
|
|
26.33 |
|
Net interest spread |
|
|
3.07 |
|
|
|
2.98 |
|
|
|
2.89 |
|
|
|
3.15 |
|
Net interest margin |
|
|
3.48 |
|
|
|
3.09 |
|
|
|
3.11 |
|
|
|
3.25 |
|
Efficiency ratio |
|
|
52.62 |
|
|
|
58.52 |
|
|
|
56.48 |
|
|
|
57.46 |
|
Net charge-offs to average loans |
|
|
0.00 |
|
|
|
0.01 |
|
|
|
0.01 |
|
|
|
0.08 |
|
Net Interest Income
For the three months ended September 30, 2022, net interest income, which is the Company’s principal source of operating revenue, increased $20.8 million or 25.9% compared to the three months ended September 30, 2021. Rising interest rates and loan growth contributed to the increase. Net interest margin is the ratio of taxable-equivalent net interest income to average earning assets for the period. As shown in the preceding table, the Company’s net interest margin for the third quarter of 2022 increased compared to the third quarter of 2021. The margin for the third quarter of 2021 included $10.0 million in PPP fees.
Net interest income for the nine months ended September 30, 2022 increased $23.6 million or 9.8% compared to the nine months ended September 30, 2021. Rising interest rates contributed to the increase along with net interest income related to the Worthington acquisition. As shown in the preceding table, the Company’s net interest margin for the nine months ended September 30, 2022 decreased compared to the nine months ended September 30, 2021. The margin for the nine months ended September 30, 2021 was positively impacted by higher PPP fees, which were $31.7 million compared to approximately $2.1 million for the nine months ended September 30, 2022.
During 2021, the Company’s net interest income and net interest margin were impacted by the decreases in interest rates stemming from the Federal Reserve's response to the COVID-19 pandemic. However, during 2022 the Federal Reserve began raising interest rates and the Company's expectation is that interest rates will continue to increase during the year.
34
Provision for Credit Losses
For the third quarter of 2022 the Company recorded a provision for credit losses of $2.9 million compared to $1.5 million for the quarter ended September 30, 2021. Provisions for credit losses have stabilized in 2022 after the economic downturn and recovery from the effects of the COVID pandemic in prior years. The Company establishes an allowance as an estimate of the expected credit losses in the loan portfolio at the consolidated balance sheet date. Management believes the allowance for credit losses is appropriate based upon management’s best estimate of expected losses within the existing loan portfolio. Should any of the factors considered by management in evaluating the appropriate level of the allowance for credit losses change, the Company’s estimate of expected credit losses could also change, which could affect the amount of future provisions for credit losses. Net loan charge-offs were $80,000 for the third quarter of 2022, compared to net loan charge-offs of $10,000 for the third quarter of 2021. The rate of net charge-offs to average total loans, as presented in the preceding table, continues to be at an unsustainable low level.
For the nine months ended September 30, 2022, the Company recorded a provision for credit losses of $6.3 million, which was related to acquired loans and loan growth, compared to a net benefit from reversal of provisions of $8.5 million for the nine months ended September 30, 2021. Net loan charge-offs were $436,000, compared to $4.7 million for the same period of the prior year.
Noninterest Income
Noninterest income, as presented in the preceding table, increased by $9.5 million for the third quarter of 2022 compared to the third quarter of 2021. The increase in noninterest income in 2022 was mostly attributable to $3.4 million in sweep fees and $3.2 million of income from an equity interest received through restructuring a loan. The Company earned $969,000 on the sale of loans for the third quarter of 2022 compared to $1.6 million for the third quarter of 2021. The income from sales of loans was higher in 2021 due to the increased volume of mortgage loans originated because of record low mortgage rates. The Company expects the volume of mortgage loans originated to decrease as mortgage interest rates increase.
Noninterest income included non-sufficient funds ("NSF") and overdraft fees totaling $6.7 million and $6.8 million for the three months ended September 30, 2022 and 2021, respectively. This represents 13.6% and 17.2% of the Company’s noninterest income for the respective periods. In addition, the Company had debit card interchange fees totaling $12.6 million and $11.7 million during the three months ended September 30, 2022 and 2021, respectively. This represents 25.5% and 29.5% of the Company’s noninterest income for the respective periods.
Noninterest income increased by $11.2 million for the nine months ended September 30, 2022 compared to the nine months ended September 30, 2021. The increase in noninterest income was attributable to $8.8 million of income from an equity interest received through restructuring a loan, along with $5.1 million in sweep fees, a $3.8 million increase in income from service charges on deposits and increases in trust revenue and insurance commissions. The increase in non-interest income was partially offset by a loss of $4.0 million on bonds resulting from the sale of $226 million of low yielding debt securities, which were subsequently reinvested in higher yielding debt securities. There was a $216,000 gain on sale of other assets in the first nine months of 2022, compared to $2.7 million for 2021. In addition, there was an acquisition purchase gain of $4.8 million and a gain from the sale of the Company's Hugo, Oklahoma branch of $2.5 million in the first nine months of 2021. The Company earned $3.9 million on the sale of loans for the nine months ended September 30, 2022 compared to $5.7 million for the nine months ended September 30, 2021.
Noninterest income included NSF and overdraft fees totaling $19.4 million and $18.0 million during the nine months ended September 30, 2022 and 2021, respectively. This represents 14.3% and 14.5% of the Company’s noninterest income for the respective periods. In addition, the Company had debit card interchange fees totaling $36.7 million and $34.3 million during the nine months ended September 30, 2022 and 2021, respectively. This represents 27.1% and 27.6% of the Company’s noninterest income for the respective periods. An increase in customer accounts and interchange volume activity resulted in higher debit card interchange fees.
The Company is subject to political pressures that could limit its ability to charge for NSF and overdraft fees. As of April 1, 2022, the Company lowered the rates charged on NSF and overdraft fees. To the extent that increased volume doesn’t overcome these rate changes, the Company could experience lower annual pretax income.
The Company expects to exceed $10 billion in total assets at December 31, 2022. Pursuant to the Durbin Amendment of the Dodd-Frank Act, based on current run rates, this would trigger a reduction of annual pretax income from debit card interchange fees of approximately $22 million beginning July 1, 2023.
Noninterest Expense
Noninterest expense, as presented in the preceding table, increased by $8.9 million for third quarter of 2022 compared to the third quarter of 2021, primarily due to increases related to the Worthington acquisition and salary increases.
For the nine months ended September 30, 2022, noninterest expense increased by $16.1 million compared to the nine months ended September 30, 2021. The increase in noninterest expenses was due to the increase in salaries and employee benefits and other
35
expenses related to the Worthington acquisition. In addition, the nine months ended September 30, 2022 included a gain of $3.1 million from the sale of the Company’s prior headquarters that was carried in other real estate owned, as well as a write down of an equity investment of $1.5 million. The nine months ended September 30, 2021 included approximately $4.0 million in acquisition related expenses.
Income Taxes
The Company’s effective tax rate was 19.0% for the third quarter of 2022, compared to 19.7% for the third quarter of 2021. The lower effective tax rate was driven by the exercising of stock options during the third quarter of 2022 that provided higher tax deductions for compensation and a lower state income tax rate.
The Company’s effective tax rate on income before taxes was 18.7% for the first nine months of 2022, compared to 20.8% for the first nine months of 2021.
The reasons for the difference between the Company’s effective tax rate and the federal statutory rate were tax-exempt income, nondeductible amortization, federal and state tax credits and state tax expense.
36
FINANCIAL POSITION
BANCFIRST CORPORATION
SELECTED CONSOLIDATED FINANCIAL DATA
(Dollars in thousands, except per share data)
|
|
September 30, |
|
|
December 31, |
|
||
|
|
2022 |
|
|
2021 |
|
||
|
|
(unaudited) |
|
|
|
|
||
Consolidated Balance Sheet Data |
|
|
|
|
|
|
||
Total assets |
|
$ |
12,452,378 |
|
|
$ |
9,405,612 |
|
Total loans (net of unearned interest) |
|
|
6,832,595 |
|
|
|
6,194,218 |
|
Allowance for credit losses |
|
|
89,871 |
|
|
|
83,936 |
|
Debt securities |
|
|
1,521,645 |
|
|
|
534,500 |
|
Deposits |
|
|
11,058,940 |
|
|
|
8,091,914 |
|
Stockholders' equity |
|
|
1,195,149 |
|
|
|
1,171,734 |
|
Book value per share |
|
|
36.37 |
|
|
|
35.94 |
|
Tangible book value per share (non-GAAP)(1) |
|
|
30.20 |
|
|
|
30.80 |
|
Reconciliation of Tangible Book Value per Common Share (non-GAAP)(2) |
|
|
|
|
||||
Stockholders' equity |
|
$ |
1,195,149 |
|
|
$ |
1,171,734 |
|
Less goodwill |
|
|
182,055 |
|
|
|
149,922 |
|
Less intangible assets, net |
|
|
20,863 |
|
|
|
17,566 |
|
Tangible stockholders' equity (non-GAAP) |
|
$ |
992,231 |
|
|
$ |
1,004,246 |
|
Common shares outstanding |
|
|
32,856,387 |
|
|
|
32,603,118 |
|
Tangible book value per share (non-GAAP) |
|
$ |
30.20 |
|
|
$ |
30.80 |
|
Selected Financial Ratios |
|
|
|
|
|
|
||
Consolidated Balance Sheet Ratios: |
|
|
|
|
|
|
||
Average loans to deposits (year-to-date) |
|
|
59.33 |
% |
|
|
64.27 |
% |
Average earning assets to total assets (year-to-date) |
|
|
91.45 |
|
|
|
91.96 |
|
Average stockholders’ equity to average assets (year-to-date) |
|
|
9.62 |
|
|
|
10.32 |
|
Asset Quality Data |
|
|
|
|
|
|
||
Loans past due 90 days and still accruing |
|
$ |
3,167 |
|
|
$ |
4,964 |
|
Nonaccrual loans (3) |
|
|
11,962 |
|
|
|
20,892 |
|
Restructured loans |
|
|
2,249 |
|
|
|
3,665 |
|
Total nonperforming and restructured loans |
|
|
17,378 |
|
|
|
29,521 |
|
Other real estate owned and repossessed assets |
|
|
39,419 |
|
|
|
39,553 |
|
Total nonperforming and restructured assets |
|
|
56,797 |
|
|
|
69,074 |
|
Asset Quality Ratios: |
|
|
|
|
|
|
||
Nonaccrual loans to total loans |
|
|
0.18 |
% |
|
|
0.34 |
% |
Nonperforming and restructured loans to total loans |
|
|
0.25 |
|
|
|
0.48 |
|
Nonperforming and restructured assets to total assets |
|
|
0.46 |
|
|
|
0.73 |
|
Allowance for credit losses to total loans |
|
|
1.32 |
|
|
|
1.36 |
|
Allowance for credit losses to nonperforming and restructured loans |
|
|
517.17 |
|
|
|
284.33 |
|
Allowance for credit losses to nonaccrual loans |
|
|
751.32 |
|
|
|
401.76 |
|
(1) Refer to the “Reconciliation of Tangible Book Value per Common Share (non-GAAP)” Table. |
|
|||||||
(2) Tangible book value per common share is stockholders’ equity less goodwill and intangible assets, net, divided by common shares outstanding. This amount is a non-GAAP financial measure but has been included as it is considered to be a critical metric with which to analyze and evaluate the financial condition and capital strength of the Company. This measure should not be considered a substitute for operating results determined in accordance with GAAP. |
|
|||||||
(3) Government agencies guarantee approximately $2.0 million of nonaccrual loans at September 30, 2022. |
|
|||||||
Cash and Interest-Bearing Deposits with Banks
The aggregate of cash and due from banks and interest-bearing deposits with banks increased by $1.3 billion, or 62.6%, to $3.3 billion, from December 31, 2021 to September 30, 2022. The increase was primarily related to the return of deposits from off-balance sheet sweep accounts related to the Company’s year-end sweep program, which was partially off-set by the purchase of higher yielding bonds described below.
Securities
At September 30, 2022, total debt securities increased $987.1 million, or 184.7% compared to December 31, 2021. The size of the Company’s securities portfolio is determined by the Company’s liquidity and asset/liability management. The net unrealized loss on debt securities available for sale, before taxes, was $107.7 million at September 30, 2022, compared to a net unrealized gain of $2.8
37
million at December 31, 2021. These unrealized losses and gains are included in the Company’s stockholders’ equity as accumulated other comprehensive income, net of income tax, in the amounts of a loss of $82.2 million at September 30, 2022 and a gain of $2.2 million at December 31, 2021. During the nine months ended September 30, 2022, the Company had a loss of $4.0 million resulting from the sale of $226 million of debt securities with an average yield of 0.16%, which was subsequently reinvested in $220 million of debt securities with an average yield of 1.86%. The Company also made two other purchases of debt securities in 2022. On January 10, 2022, the Company purchased United States Treasury Notes with $600 million par value at an average yield of 1.42% and an average maturity of 53 months. On August 25, 2022, the Company purchased United States Treasury Notes of $300 million par value with an average yield of 3.27% and an average maturity of 58 months.
See Note (3) of the Notes to Consolidated Financial Statements for disclosures regarding the Company’s Securities.
Loans
At September 30, 2022, total loans increased $638.4 million or 10.3% compared to December 31, 2021. Internal loan growth during the first nine months of 2022, net of acquired loans and PPP loans, was approximately $461 million, or 7%. The acquisition of Worthington also added $257 million of loans. At September 30, 2022, the balance of total PPP loans was $1.1 million, with no unamortized processing fees, compared to $80.4 million, net of unamortized processing fees of $2.0 million at December 31, 2021.
See Note (4) of the Notes to Consolidated Financial Statements for disclosures regarding the Company’s loan portfolio segments.
Allowance for Credit Losses
The increase in the allowance for credit losses during 2022 was related to the additional allowance for credit losses required for newly acquired loans and loan growth. The decrease in the allowance for credit losses during 2021 was driven by a reversal of a pandemic-related provision during 2021 based on sustained improvements in the economy, both nationally and in the Company's markets, which reduced the amount of expected credit losses within the loan portfolio. This reduction was partially offset by additional allowance for credit losses required for newly acquired loans.
Nonperforming and Restructured Assets
At September 30, 2022, nonperforming and restructured assets decreased $12.3 million to $56.8 million compared to December 31, 2021. The Company’s level of nonperforming and restructured assets has continued to be relatively low, equating to 0.46% of total assets at September 30, 2022 and 0.73% of total assets at December 31, 2021.
Nonaccrual loans totaled $12.0 million at September 30, 2022, compared to $20.9 million at December 31, 2021. The Company’s nonaccrual loans decreased $8.9 million from December 31, 2021 due to resolutions of several loans. The Company’s nonaccrual loans are primarily commercial and agricultural non-real estate and farmland. 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 both interest and principal is in serious doubt. Interest income is not recognized until the principal balance is fully collected. However, if the full collection of the remaining principal balance is not in doubt, interest income is recognized on certain of these loans on a cash basis. Had nonaccrual loans performed in accordance with their original contractual terms, the Company would have recognized additional interest income of approximately $992,000 for the nine months ended September 30, 2022 and $1.7 million for the nine months ended September 30, 2021. Only a small amount of this interest is expected to be ultimately collected. Approximately $2.0 million of nonaccrual loans were guaranteed by government agencies at September 30, 2022.
Restructured loans totaled $2.2 million at September 30, 2022 compared to $3.7 million at December 31, 2021. 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 troubled debt restructurings whose terms were modified during the period were not considered to be material.
The classification of a loan as nonperforming does not necessarily indicate that loan principal and interest will ultimately be uncollectible; although, in an economic downturn, the Company’s experience has been that the level of collections declines. The above normal risk associated with nonperforming loans has been considered in the determination of the allowance for credit losses. At September 30, 2022, the allowance for credit losses as a percentage of nonperforming and restructured loans was 517.17%, compared to 284.33%, at December 31, 2021. The level of nonperforming loans and credit losses could rise over time as a result of adverse economic conditions.
Other real estate owned (OREO) and repossessed assets totaled $39.4 million at September 30, 2022, compared to $39.6 million at December 31, 2021. Other real estate owned consists of properties acquired through foreclosure proceedings or acceptance of a deed in lieu of foreclosure and premises held for sale. Other real estate owned included a commercial real estate property recorded at $31.2 million at September 30, 2022 and $29.5 million at December 31, 2021. Rental income for this property is included in other noninterest
38
income on the consolidated statements of comprehensive income. Operating expense for this property is included in net expense from other real estate owned in other noninterest expense on the consolidated statements of comprehensive income.
This property had the following rental income and operating expenses for the periods presented.
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
||||
|
|
(Dollars in thousands) |
|
|||||||||||||
Rental income |
|
$ |
2,347 |
|
|
$ |
2,703 |
|
|
$ |
7,750 |
|
|
$ |
7,277 |
|
Operating expense |
|
$ |
2,381 |
|
|
$ |
2,036 |
|
|
$ |
7,120 |
|
|
$ |
6,599 |
|
The Company's total rental income from OREO was $2.5 million for the three months ended September 30, 2022 compared to $2.9 million for the three months ended September 30, 2021 and $8.1 million for the nine months ended September 30, 2022 compared to $7.5 million for the nine months ended September 30, 2021. In addition, the Company's total OREO holding expense was $2.5 million for the three months ended September 30, 2022 compared to $2.1 million for the three months ended September 30, 2021 and $7.6 million for the nine months ended September 30, 2022 compared to $6.8 million for the nine months ended September 30, 2021. Other real estate owned and repossessed assets are carried at the lower of the book values of the related loans or fair values based upon appraisals, less estimated costs to sell. Write-downs arising at the time of reclassification of such properties from loans to other real estate owned are charged directly to the allowance for credit losses. Any losses on bank premises designated to be sold are charged to operating expense at the time of transfer from premises to other real estate owned. Decreases in values of properties subsequent to their classification as other real estate owned are charged to operating expense.
Intangible Assets, Goodwill and Other Assets
Identifiable intangible assets and goodwill totaled $202.9 million and $167.5 million at September 30, 2022 and December 31, 2021, respectively. The increase in goodwill and intangible assets was due the acquisition of Worthington on February 8, 2022, which added $5.9 million of core deposit intangibles and $32.1 million of goodwill. See Note (2) of the Notes to Consolidated Financial Statements for disclosure regarding the Company’s recent developments, including mergers and acquisitions.
Other assets includes the cash surrender value of key-man life insurance policies totaling $82.2 million at September 30, 2022 and $81.4 million at December 31, 2021.
Derivative financial instruments consisting of oil and gas swaps and option contracts are included in other assets and totaled $45.2 million at September 31, 2022 and $8.9 million at December 31, 2021. These derivative financial instruments have increased due to the increase in oil and gas prices and customer activity. They require a daily margin to be posted, which fluctuates with oil and gas prices. The margins have increased during 2022 due to the current increase in oil and gas prices and customer activity. The margins are included in other assets totaling $24.7 million at September 30, 2022 and $14.3 million at December 31, 2021. See Note (12) of the Notes to Consolidated Financial Statements for a complete discussion of the Company’s derivative financial instruments.
Equity securities are reported in other assets on the consolidated balance sheet. The Company invests in equity securities without readily determinable fair values. These equity securities are reported at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. The realized and unrealized gains and losses are reported as securities transactions in the noninterest income section of the consolidated statements of comprehensive income. The balance of equity securities was $14.3 million at September 30, 2022 and $10.6 million at December 31, 2021. The Company reviews its portfolio of equity securities for impairment at least quarterly.
Low Income Housing and New Market Tax Credit Investments
During 2022, there have not been any material changes in the Company’s low income housing tax credit investments and new market tax credit investments, which are included in other assets on the Company’s consolidated balance sheet. See Note (6) of the Notes to Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, for disclosures regarding these investments.
Liquidity and Funding
The Company’s principal source of liquidity and funding is its broad deposit base generated from customer relationships. The availability of deposits is affected by economic conditions, competition with other financial institutions and alternative investments available to customers. Through interest rates paid, service charge levels and services offered, the Company can affect its level of deposits to a limited extent. The level and maturity of funding necessary to support the Company’s lending and investment functions is determined through the Company’s asset/liability management process. The Company currently does not rely heavily on long-term
39
borrowings and does not utilize brokered CDs. The Company maintains federal funds lines of credit with other banks and could also utilize the sale of loans, securities and liquidation of other assets as sources of liquidity and funding.
There have not been any other 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, 2021.
Deposits
At September 30, 2022, deposits totaled $11.1 billion, an increase of $3.0 billion or 36.7% from the December 31, 2021 total. The increase in deposits was primarily related to the return of funds from off-balance sheet sweep accounts related to the Company’s year-end sweep program. The Company’s core deposits provide it with a stable, low-cost funding source. Core deposits as a percentage of total deposits were 98.3% at September 30, 2022 and 98.2% at December 31, 2021. Noninterest-bearing deposits to total deposits were 47.1% at September 30, 2022, compared to 46.7% at December 31, 2021.
Off-balance sheet sweep accounts totaled $3.0 billion at September 30, 2022 compared to $5.1 billion at December 31, 2021, which included a temporary sweep amount of $2.3 billion.
Subordinated Debt
On June 17, 2021, the Company completed a private placement, under Regulation D of the Securities Act of 1933, of $60 million aggregate principal amount of 3.50% Fixed-to-Floating Rate Subordinated Notes due 2036 to various institutional accredited investors. See Note (7) of the Notes to Consolidated Financial Statements for a complete discussion of the Company’s subordinated debt.
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 $4.6 million at September 30, 2022. The Company did not have short-term borrowings at December 31, 2021.
Lines of Credit
BancFirst 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. In addition, BancFirst has a $25.0 million line of credit with another financial institution that is an overnight federal funds facility. As of September 30, 2022 and December 31, 2021, BancFirst had no advances outstanding under either line of credit. Pegasus has a $20.0 million line of credit with another financial institution that is an overnight federal funds facility. As of September 30, 2022 and December 31, 2021, Pegasus had no advances outstanding under its line of credit. Worthington has an $8.5 million line of credit with another financial institution that is an overnight federal funds facility, and a line of credit from the FHLB of Dallas, Texas to use for liquidity or to match-fund certain long-term fixed rate loans. Worthington had no advances outstanding as of September 30, 2022 under either line of credit.
Capital Resources
Stockholders’ equity totaled $1.2 billion at both September 30, 2022 and December 31, 2021. In addition to net income of $136.0 million, other changes in stockholders’ equity during the nine months ended September 30, 2022 included $7.0 million related to common stock issuances for stock option exercises and $1.5 million related to stock-based compensation, that were partially offset by $36.7 million in dividends and a $84.4 million decrease in accumulated other comprehensive income. The Company’s leverage ratio and total risk-based capital ratios at September 30, 2022 were well in excess of the regulatory requirements.
See Note (9) of the Notes to Consolidated Financial Statements for a discussion of capital ratios and requirements.
Liquidity Risk and Off-Balance Sheet Arrangements
There have not been any material changes in the Company’s liquidity and off-balance sheet arrangements 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, 2021.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
There have been no significant changes in the Company’s disclosures regarding market risk since December 31, 2021, the date of its most recent annual report to stockholders.
40
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures. Pursuant to Rule 13a-15 of the Securities Exchange Act of 1934 (the “Exchange Act”), the Company’s Chief Executive Officer, Chief Financial Officer and its Disclosure Committee, which includes the Company’s Executive Chairman, Chief Risk Officer, Chief Internal Auditor, Chief Asset Quality Officer, Controller, General Counsel and Director of Financial Reporting, have evaluated, as of the last day of the period covered by this report, the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act). 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.
Changes in Internal Control Over Financial Reporting. During the period to which this report relates, there have not been any changes in the Company’s internal controls over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, such controls.
41
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 September 30, 2022, 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, 2021.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
None.
Item 5. Other Information.
None.
42
Item 6. Exhibits.
Exhibit |
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Exhibit |
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2.1 |
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3.1 |
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3.2 |
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4.1 |
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Instruments defining the rights of securities holders (see Exhibits 3.1 and 3.2 above).
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4.2 |
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4.3 |
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4.4 |
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4.5 |
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4.6 |
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4.7 |
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10.1 |
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10.2 |
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10.3 |
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10.4 |
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8-K for dated December 17, 2020 and incorporated herein by reference). |
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10.5 |
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10.6 |
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10.7 |
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43
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10.8 |
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10.9 |
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10.10 |
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10.11 |
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10.12 |
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10.12* |
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BancFirst Corporation Thrift Plan Amended and Restated Adoption Agreement. |
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31.1* |
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Chief Executive Officer’s Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a). |
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31.2* |
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Chief Financial Officer’s Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a). |
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32* |
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101.INS* |
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Inline XBRL Instance Document - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
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101.SCH* |
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Inline XBRL Taxonomy Extension Schema Document. |
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101.CAL* |
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Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
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101.DEF* |
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Inline XBRL Taxonomy Extension Definition Linkbase Document.
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101.LAB* |
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Inline XBRL Taxonomy Extension Label Linkbase Document. |
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101.PRE* |
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Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
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104* |
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Cover page Interactive Data File (formatted as Inline XBRL and contained within the Inline XBRL Instance Document in Exhibit 101) |
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* Filed herewith.
44
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.
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BANCFIRST CORPORATION |
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(Registrant) |
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Date: November 4, 2022 |
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/s/ David Harlow |
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David Harlow |
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President |
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Chief Executive Officer |
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(Principal Executive Officer) |
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Date: November 4, 2022 |
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/s/ Kevin Lawrence |
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Kevin Lawrence |
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Executive Vice President |
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Chief Financial Officer |
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(Principal Financial Officer) |
45
Exhibit 10.12
BancFirst Corporation Thrift Plan
Non-Standardized Defined Contribution - PPD
ADOPTION AGREEMENT #001
NON-STANDARDIZED
DEFINED CONTRIBUTION PRE-APPROVED PLAN
The undersigned Employer, by executing this Adoption Agreement, establishes a retirement plan (collectively "Plan") under the McAfee and Taft A Professional Corporation Defined Contribution Pre-Approved Plan (basic plan document #02). The Employer, subject to the Employer's Adoption Agreement elections, adopts fully the Pre‑Approved Plan provisions. This Adoption Agreement, the basic plan document and any attached Appendices or agreements permitted or referenced therein, constitute the Employer's entire plan document. All "Election" references within this Adoption Agreement are Adoption Agreement Elections. All "Article" or "Section" references are basic plan document references. Numbers in parentheses which follow election numbers are basic plan document references. Where an Adoption Agreement election calls for the Employer to supply text, the Employer (without altering the content of any existing printed text) may lengthen any space or line, or create additional tiers. When Employer‑supplied text uses terms substantially similar to existing printed options, all clarifications and caveats applicable to the printed options apply to the Employer‑supplied text unless the context requires otherwise. The Employer makes the following elections granted under the corresponding provisions of the basic plan document.
ARTICLE I
DEFINITIONS
1. EMPLOYER (1.24). (An amendment to the Adoption Agreement is not needed solely to reflect a change in this Employer Information Section.)
Name: BancFirst Corporation
Address: 100 North Broadway, Oklahoma City, Oklahoma 73126
Phone number: 405-270-1086
Taxpayer Identification Number (TIN): 73-1221379
E‑mail (optional): ________________________
Employer's Taxable Year (optional): December 31
2. PLAN (1.42).
Name: BancFirst Corporation Thrift Plan
Plan number: 001 (3‑digit number for Form 5500 reporting)
Name of Trust: BancFirst Corporation Thrift Trust
Trust EIN (optional):
3. PLAN/LIMITATION YEAR (1.44/1.34). Plan Year and Limitation Year mean the 12 consecutive month period (except for a short Plan/Limitation Year) ending every:
[Note: Complete any applicable blanks under Election 3 with a specific date, e.g., June 30 OR the last day of February OR the first Tuesday in January. In the case of a Short Plan Year or a Short Limitation Year, include the year, e.g., May 1, 2020.]
Plan Year (select one of (a) or (b); choose (c) if applicable):
(a) [X] December 31.
(b) [n/a] Fiscal Plan Year: ending: .
(c) [n/a] Short Plan Year: commencing: and ending: .
Limitation Year (select one of (d) or (e); choose (f) if applicable):
(d) [X] Generally same as Plan Year. The Limitation Year is the same as the Plan Year except where the Plan Year is a short year in which event the Limitation Year is always a 12 month period, unless the short Plan Year (and short Limitation Year) result from a Plan amendment.
(e) [n/a] Different Limitation Year: ending: .
(f) [n/a] Short Limitation Year: commencing: and ending: .
4. EFFECTIVE DATE (1.20). The Employer's adoption of the Plan is a (select one of (a) or (b); complete (c) for all plans; complete (d) if an amendment and restatement):
(a) [n/a] New Plan.
32233795_3
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1
Non-Standardized Defined Contribution - PPD
(b) [X] Restated Plan.
CYCLE 3 RESTATEMENT (leave blank if not applicable)
(1) [X] This is an amendment and restatement to bring a plan into compliance with the requirements of the 2017 Cumulative List (Notice 2017-37).
Initial Effective Date of Plan (enter date)
(c) [X] January 1, 1985 (hereinafter called the "Effective Date" unless 4(d) is entered below)
[Note: The Effective Date in 4(c) cannot be earlier than the first day of the Plan Year in which the Plan is adopted. The Effective Date of any Salary Reduction Agreement will not be earlier than the date the Plan is adopted. See 1.57(A)]
Restatement Effective Date (If this is an amendment and restatement, enter effective date of the restatement)
(d) [X] January 3, 2023 (enter month day, year; this date cannot be earlier than the first day of the current Plan Year. The Plan contains appropriate retroactive effective dates with respect to provisions for the appropriate laws if the Plan is a Cycle 3 Restatement.) (hereinafter called the "Effective Date")
[Note: See Section 1.54 for the definition of Restated Plan. If this Plan is a Cycle 3 Restatement, the basic plan document supplies the Effective Dates of various recent legal changes. If specific Plan provisions, as reflected in this Adoption Agreement and the basic plan documents, do not have the Effective Date stated in this Election 4, indicate as such in the election where called for or in Appendix A.]
Optional provisions. (choose one or more of (e) and (f) if applicable):
(e) [n/a] Restatement of surviving and merging plans. The Plan restates two (or more) plans (Complete 4(c) and (d) above for this (surviving) Plan. Complete (1) below for the merging plan. Choose (2) if applicable. Unless otherwise noted, the restated Effective Date with regard to a merging plan is the later of the date of the merger or the restated Effective Date of this Plan.):
(1) [n/a] Merging plan. The Plan was or will be merged into this surviving Plan as of: . The merging plan's restated Effective Date is: . The merging plan's original Effective Date was: .
[See the Note under Election 4(d) if this document is the merging plan's Cycle 3 restatement.]
(2) [n/a] Additional merging plans. The following additional plans were or will be merged into this surviving Plan (Complete a.; complete b. if applicable):
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Name of merging plan |
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Merger date |
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Restated Effective Date |
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Original Effective Date |
a. |
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b. |
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(f) [n/a] Special Effective Date for Elective Deferral provisions: _______________________________________
[Note: If Elective Deferral provision is not effective as of the Initial Effective Date or the Restatement Effective Date, enter the date as of which the Elective Deferral provision is effective. The Special Effective Date may not precede the date on which the Employer adopted the Plan.]
5. TYPE OF PLAN (1.29/1.36/1.48) (select one of (a), (b), or (c))
(a) [X] 401(k) Plan. [Note: A 401(k) Plan is also a Profit Sharing Plan. Section 1.29]
(b) [n/a] Money Purchase Pension Plan. [Note: Under Contributions, may only elect 6(d), 6(f), and 6(h). In applying Adoption Agreement elections, Nonelective Contributions include Money Purchase Pension Contributions unless the context requires otherwise.]
(c) [n/a] Profit Sharing Plan. [Note: Under Contributions, may only elect 6(d), 6(f), and 6(h).]
6. CONTRIBUTION TYPES (1.12). The selections made below should correspond with the selections made under Article III of this Adoption Agreement. (If this is a frozen Plan (i.e., all contributions have ceased), choose (a) only and PRIOR CONTRIBUTIONS only):
Frozen Plan. See Sections 3.01(J) and 11.04. (leave blank if not applicable)
(a) [n/a] Contributions cease. All Contributions have ceased or will cease (Plan is frozen). (choose (1) if applicable, then skip to Election 7)
(1) [n/a] Effective date of freeze: [Note: Effective date is optional unless this is the amendment or restatement to freeze the Plan.]
[Note: Elections 20 through 30 and Elections 35 through 37 do not apply to any Plan Year in which the Plan is frozen.]
32233795_3
© 2020 McAfee and Taft A Professional Corporation or its suppliers
2
Non-Standardized Defined Contribution - PPD
Contributions. The Employer and/or Participants, in accordance with the Plan terms, make the following Contribution Types to the Plan/Trust (select one or more of (b) through (h)):
(b) [X] Pre‑Tax Deferrals. See Section 3.02 and Elections 20‑23.
(1) [X] Roth Deferrals. See Section 3.02(E) and Elections 20, 21, and 23. [Note: The Employer may not limit Elective Deferrals to Roth Deferrals only.]
(c) [X] Matching. See Sections 1.35 and 3.03 and Elections 24‑26. [Note: The Employer may make an Operational QMAC without electing 6(c). See Section 3.03(C)(2). Do not elect for a safe harbor plan; use 6(e) instead.]
(d) [X] Nonelective/Money Purchase Pension Plan. See Sections 1.38 and 3.04 and Elections 27-29. [Note: The Employer may make an Operational QNEC without electing 6(d). See Section 3.04(C)(2).]
(e) [n/a] Safe Harbor/Additional Matching. The Plan is (or pursuant to a delayed election, may be) a safe harbor 401(k) Plan. The Employer will make (or under a delayed election, may make) Safe Harbor Contributions as it elects in Election 30. The Employer may or may not make Additional Matching Contributions as it elects in Election 30. See Election 26 as to matching Catch‑Up Deferrals. See Section 3.05.
(f) [n/a] Employee (after‑tax). See Section 3.09 and Election 35.
(g) [n/a] SIMPLE 401(k). The Plan is a SIMPLE 401(k) Plan. See Section 3.10. [Note: The Employer electing 6(g) must elect a calendar year under 3(a) and may not elect any other Contribution Types except under Elections 6(b) and 6(h).]
(h) [n/a] Designated IRA. See Section 3.12 and Election 36.
Prior Contributions. The Plan used to permit, but no longer does, the following contributions (optional; choose all that apply, if any):
(i) [n/a] Pre-tax Elective Deferrals
(j) [n/a] Roth Elective Deferrals
(k) [n/a] Safe Harbor Contributions
(l) [n/a] Matching contributions
(m) [n/a] Money Purchase Pension Plan contributions
(n) [n/a] Other Nonelective contributions
(o) [n/a] Rollover contributions
(p) [n/a] Employee contributions
(q) [n/a] SIMPLE 401(k) contributions
(r) [n/a] Designated IRA
7. DISABILITY (1.16). A Participant is Disabled or has a Disability if (select one of (a) through (d)):
(a) [X] The Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve months. The permanence and degree of such impairment must be supported by medical evidence.
(b) [n/a] The Social Security Administration or Railroad Retirement Board determines that the Participant is totally disabled.
(c) [n/a] The applicable insurance company providing disability insurance to the Participant under an Employer sponsored disability program determines that a Participant is disabled under the insurance contract definition of disability.
(d) [n/a] Describe: _________________________________________________________
[Note: The Employer may elect an alternative definition of disability for purposes of Plan distributions (e.g., Participants covered under the Employer's disability insurance program are Disabled if the applicable insurance company providing insurance pursuant to that program determines that the Participant is disabled under the insurance contract definition of disability. Other Participants are disabled if the Social Security Administration or Railroad Retirement Board determines that the Participant is totally disabled.).]
8. EXCLUDED EMPLOYEES (1.22(D)). The following Employees are not Eligible Employees but are Excluded Employees (select one of (a), (b), or (c)):
32233795_3
© 2020 McAfee and Taft A Professional Corporation or its suppliers
3
Non-Standardized Defined Contribution - PPD
[Note: Regardless of the Employer's elections under Election 8: (i) Employees of any Related Employers (excluding the Signatory Employer) are Excluded Employees unless the Related Employer becomes a Participating Employer; and (ii) Reclassified Employees and Leased Employees are Excluded Employees unless the Employer in Appendix B elects otherwise. See Sections 1.22(B), 1.22(D)(3), and 1.24(D). However, in the case of a Multiple Employer Plan, see Section 12.02(B) as to the Employees of the Lead Employer.]
(a) [n/a] No Excluded Employees. There are no additional excluded Employees under the Plan as to any Contribution Type (skip to Election 9).
(b) [X] Exclusions - same for all Contribution Types. The following Employees are Excluded Employees for all Contribution Types (select one or more of (e) through (l); select column (1) for each exclusion elected at (e) through (k)):
(c) [n/a] Exclusions ‑ different exclusions apply. The following Employees are Excluded Employees for the designated Contribution Type (select one or more of (d) through (l); select Contribution Type as applicable (may only be selected with 401(k) plans)):
[Note for 401(k) plans: For this Election 8, unless described otherwise in Election 8(l), Elective Deferrals includes Pre‑Tax Deferrals, Roth Deferrals, Employee Contributions and Safe Harbor Contributions. Matching includes all Matching Contributions except Safe Harbor Matching Contributions. Nonelective includes all Nonelective Contributions except Safe Harbor Nonelective Contributions.]
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(1) |
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(2) |
(3) |
(4) |
Exclusions |
All Contributions |
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Elective Deferrals |
Matching |
Nonelective |
d. [n/a] No exclusions. No exclusions as to the designated Contribution Type. |
N/A (See Election 8(a)) |
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[ ] |
[ ] |
[ ] |
e. [X] Collective Bargaining (union) Employees. As described in Code §410(b)(3)(A). See Section 1.22(D)(1). |
[X] |
OR |
[ ] |
[ ] |
[ ] |
f. [X] Nonresident aliens. As described in Code §410(b)(3)(C). See Section 1.22(D)(2). |
[X] |
OR |
[ ] |
[ ] |
[ ] |
g. [n/a] HCEs. See Section 1.22(E). See Election 30(f) as to exclusion of some or all HCEs from Safe Harbor Contributions. |
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OR |
[ ] |
[ ] |
[ ] |
h. [n/a] Hourly paid Employees. |
[ ] |
OR |
[ ] |
[ ] |
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i. [n/a] Residents of Puerto Rico. |
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OR |
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j. [n/a] Interns. See Section 1.22(D)(7). [Note: This exclusion could result in the plan failing to meet the coverage requirements of Code §410(b), and may not be utilized as a disguised age or service condition.] |
[ ] |
OR |
[ ] |
[ ] |
[ ] |
k. [n/a] Part‑Time/Temporary/Seasonal Employees. See Section 1.22(D)(4). A Part‑Time, Temporary or Seasonal Employee is an Employee whose regularly scheduled Service is less than (specify a maximum of 1,000)Hours of Service in the relevant Eligibility Computation Period. [Note: The "relevant" Eligibility Computation Period is the Initial or Subsequent Eligibility Computation Period as defined in Section 2.02(C). Also see Appendix B, Election (b)(9).] |
[ ] |
OR |
[ ] |
[ ] |
[ ] |
[Note: If the Employer under Election 8(k) elects to treat Part‑Time, Temporary and Seasonal Employees as Excluded Employees and any such Employee actually completes at least 1,000 Hours of Service during the relevant Eligibility Computation Period, the Employee becomes an Eligible Employee. See Section 1.22(D)(4).]
(l) [X] Describe exclusion category and/or Contribution Type: Leased employees are excluded from all contributions (e.g., Exclude Division B Employees OR Exclude salaried Employees from Discretionary Matching Contributions.)
[Notes: Any exclusion under Election 8(l), except as to Part‑Time/Temporary/Seasonal Employees, may not be based on age or Service or level of Compensation. See Election 14 for eligibility conditions based on age or Service. The exclusions entered under Election 8(l)cannot result in the group of Nonhighly Compensated Employees (NHCEs) participating under the plan being only those NHCEs with the lowest amount of compensation and/or the shortest periods of service and who may represent the minimum number of these employees necessary to satisfy coverage under Code §410(b).]
32233795_3
© 2020 McAfee and Taft A Professional Corporation or its suppliers
4
Non-Standardized Defined Contribution - PPD
9. COMPENSATION (1.11(B)). The following base Compensation (as adjusted under Elections 10 and 11) applies in allocating Employer Contributions (or the designated Contribution Type) (select one or more of (a) through (d); for 401(k) plans, select Contribution Type as applicable):
[Note: For this Election 9 all definitions include Elective Deferrals unless excluded under Election 11. See Section 1.11(D). In applying any Plan definition which references Section 1.11 Compensation, where the Employer in this Election 9 elects more than one Compensation definition for allocation purposes, the Plan Administrator will use W‑2 Wages for other Plan definitions of Compensation if the Employer has elected W‑2 Wages for any Contribution Type or Participant group under Election 9. If the Employer has not elected W‑2 Wages, the Plan Administrator for such other Plan definitions will use 415 Compensation. If the Plan is a Multiple Employer Plan, see Section 12.07. Election 9(d) below may cause allocation Compensation to fail to be nondiscriminatory under Treas. Reg. §1.414(s).]
[Note for 401(k) plans: Unless described otherwise in Election 9(d), Elective Deferrals includes Pre-Tax Deferrals, Roth Deferrals and Employee Contributions, Matching includes all Matching Contributions and Nonelective includes all Nonelective Contributions.]
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(1) |
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(2) |
(3) |
(4) |
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All Contributions |
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Elective Deferrals |
Matching |
Nonelective |
(a) [n/a] W‑2 Wages (plus Elective Deferrals). See Section 1.11(B)(1). |
[ ] |
OR |
[ ] |
[ ] |
[ ] |
(b) [n/a] Code §3401(a) Federal Income Tax Withholding Wages (plus Elective Deferrals). See Section 1.11(B)(2). |
[ ] |
OR |
[ ] |
[ ] |
[ ] |
(c) [X] 415 Compensation (simplified). See Section 1.11(B)(3). [Note: The Employer may elect an alternative "general 415 Compensation" definition by electing 9(c) and by electing the alternative definition in Appendix B. See Section 1.11(B)(4).] |
[X] |
OR |
[ ] |
[ ] |
[ ] |
(d) [n/a] Describe Compensation by Contribution Type or by Participant group: ________________________________________
[Note: Under Election 9(d), the Employer may: (i) elect Compensation from the elections available under Elections 9(a), (b), or (c), or a combination thereof as to a Participant group (e.g., W-2 Wages for Matching Contributions for Division A Employees and 415 Compensation in all other cases); and/or (ii) for 401(k) plans, define the Contribution Type column headings in a manner which differs from the "all‑inclusive" description in the Note immediately preceding Election 9(a) (e.g., Compensation for Safe Harbor Matching Contributions means W‑2 Wages and for Additional Matching Contributions means 415 Compensation). Selection of 9(d) may require testing of the plan's compensation definition under Treas. Reg. §1.414(s)-1 for it to be used in nondiscrimination testing, including the ADP or ACP tests.]
Allocate based on specified 12‑month period (leave blank if not applicable)
(e) [n/a] The allocation of all Contribution Types (or specified Contribution Types) will be made based on Compensation within a specified 12‑month period ending within the Plan Year as follows: |
[ ] |
OR |
[ ] |
[ ] |
[ ] |
10. PRE‑ENTRY/POST‑SEVERANCE COMPENSATION (1.11(H)/(I)). Compensation under Election 9:
[Note: Election 10(c) below may cause allocation Compensation to fail to be nondiscriminatory under Treas. Reg. §1.414(s).]
[Note for 401(k) plans: For this Election 10, unless described otherwise in Elections 10(c) or (n), Elective Deferrals includes Pre‑Tax Deferrals, Roth Deferrals and Employee Contributions, Matching includes all Matching Contributions and Nonelective includes all Nonelective Contributions.]
32233795_3
© 2020 McAfee and Taft A Professional Corporation or its suppliers
5
Non-Standardized Defined Contribution - PPD
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(1) |
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(2) |
(3) |
(4) |
Pre‑Entry Compensation (select one of (a), (b), or (c); for 401(k) plans, also select Contribution Type as applicable): |
All Contributions |
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Elective Deferrals |
Matching |
Nonelective |
(a) [n/a] Plan Year. Compensation for the entire Plan Year which includes the Participant's Entry Date. [Note: If the Employer under Election 9(e) elects to allocate some or all Contribution Types based on a specified 12‑month period, Election 10(a) applies to that 12‑month period in lieu of the Plan Year.] |
[ ] |
OR |
[ ] |
[ ] |
[ ] |
(b) [X] Participating Compensation. Only Participating Compensation. See Section 1.11(H)(1). |
[X] |
OR |
[ ] |
[ ] |
[ ] |
[Note: Under a Participating Compensation election, in applying any Adoption Agreement elected contribution limit or formula, the Plan Administrator will count only the Participant's Participating Compensation. See Section 1.11(H)(1) as to plan disaggregation.]
(c) [n/a] Describe Pre‑Entry Compensation by Contribution Type or by Participant group: _______________________
[Note: Under Election 10(c), the Employer may: (i) elect Compensation from the elections available under Pre-Entry Compensation or a combination thereof as to a Participant group (e.g., Participating Compensation for all Contribution Types as to Division A Employees, Plan Year Compensation for all Contribution Types to Division B Employees); and/or (ii) for 401(k) plans, define the Contribution Type column headings in a manner which differs from the "all‑inclusive" description in the Note immediately preceding Pre‑Entry Compensation (e.g., Compensation for Nonelective Contributions is Participating Compensation and for Safe Harbor Nonelective Contributions is Plan Year Compensation). Selection of 10(c) may require testing of the plan's compensation definition under Treas. Reg. §1.414(s)-1 for it to be used in nondiscrimination testing, including the ADP or ACP tests.]
Post‑Severance Compensation. The following adjustments apply to Post‑Severance Compensation paid within any applicable time period as may be required (select one of (d), (e), or (f)):
[Note: Under the basic plan document, if the Employer does not elect any adjustments, post‑severance compensation includes regular pay, leave cash-outs, and deferred compensation, and excludes military and disability continuation payments.]
(d) [n/a] None. The Plan includes post‑severance regular pay, leave cash-outs, and deferred compensation, and excludes post‑severance military and disability continuation payments as to any Contribution Type except as required under the basic plan document (skip to Election 11).
(e) [X] Same for all Contribution Types. The following adjustments to Post‑Severance Compensation apply to all Contribution Types (select one or more of (h) through (n); select column (1) for each option elected at (h) through (m)):
(f) [n/a] Adjustments - different conditions apply. The following adjustments to Post‑Severance Compensation apply to the designated Contribution Types (select one or more of (g) through (n); select Contribution Type as applicable) (may only be selected with 401(k) Plans):
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|
(1) |
|
(2) |
(3) |
(4) |
Post‑Severance Compensation: |
All Contributions |
|
Elective Deferrals |
Matching |
Nonelective |
(g) [n/a] None. The Plan takes into account Post‑Severance Compensation as to the designated Contribution Types as specified under the basic plan document. |
N/A (See Election 10(d)) |
OR |
[ ] |
[ ] |
[ ] |
(h) [n/a] Exclude All. Exclude all Post‑Severance Compensation. [Note: 415 testing Compensation (versus allocation Compensation) must include Post‑Severance Compensation comprised of regular pay. See Section 4.05(F).] |
[ ] |
OR |
[ ] |
[ ] |
[ ] |
(i) [n/a] Regular Pay. Exclude Post‑Severance Compensation comprised of regular pay. See Section 1.11(I)(1)(a). [Note: 415 testing Compensation (versus allocation Compensation) must include Post‑Severance Compensation comprised of regular pay. See Section 4.05(F).] |
[ ] |
OR |
[ ] |
[ ] |
[ ] |
(j) [X] Leave cash‑out. Exclude Post‑Severance Compensation comprised of leave cash‑out. See Section 1.11(I)(1)(b). |
[X] |
OR |
[ ] |
[ ] |
[ ] |
(k) [X] Deferred Compensation. Exclude Post‑Severance Compensation comprised of deferred compensation. See Section 1.11(I)(1)(c). |
[X] |
OR |
[ ] |
[ ] |
[ ] |
(l) [n/a] Salary continuation for military service. Include Post‑Severance Compensation comprised of salary continuation for military service. See Section 1.11(I)(2). |
[ ] |
OR |
[ ] |
[ ] |
[ ] |
(m) [n/a] Salary continuation for disabled Participants. Include Post‑Severance Compensation comprised of salary continuation for disabled Participants. See Section 1.11(I)(3). (select one of (1) or (2)): |
[ ] |
OR |
[ ] |
[ ] |
[ ] |
(1) [n/a] For NHCEs only.
(2) [n/a] For all Participants. The salary continuation will continue for the following fixed or determinable period: (specify period).
(n) [n/a] Describe Post‑Severance Compensation by Contribution Type or by Participant group: ______________________
[Note: Under Election 10(n), the Employer may: (i) elect Compensation from the elections available under Post-Severance Compensation or a combination thereof as to a Participant group (e.g., Include regular pay Post-Severance Compensation for all Contribution Types as to Division A Employees, no Post-Severance Compensation for all Contribution Types to Division B Employees); and/or (ii) for 401(k) Plans define the Contribution Type column headings in a manner which differs from the "all‑inclusive" description in the Note immediately preceding Pre‑Entry Compensation (e.g., Compensation for Nonelective Contributions does not include any Post‑Severance Compensation and for Safe Harbor Nonelective Contributions includes regular pay Post‑Severance Compensation). Selection of 10(n) may require testing of the plan's compensation definition under Treas. Reg. §1.414(s)-1 for it to be used in nondiscrimination testing, including the ADP or ACP tests.]
11. EXCLUDED COMPENSATION (1.11(G)). Apply the following Compensation exclusions to Elections 9 and 10 (select one of (a), (b), or (c)):
[Note: If the Plan applies permitted disparity, allocations also must be based on a nondiscriminatory definition of Compensation if the Plan is to avoid more complex testing. Elections 11(h) through (m) below may cause allocation Compensation to fail to be nondiscriminatory under Treas. Reg. §1.414(s)-1 and may result in more complex nondiscrimination testing.]
(a) [X] No exclusions. Compensation as to all Contribution Types means Compensation as elected in Elections 9 and 10 (skip to Election 12).
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(b) [n/a] Exclusions - same for all Contribution Types. The following exclusions apply to all Contribution Types (select one or more of (e) through (m); select column (1) for each option elected at (e) through (k)):
(c) [n/a] Exclusions ‑ different conditions apply. The following exclusions apply for the designated Contribution Types (select one or more of (d) through (m) below; select Contribution Type as applicable) (may only be selected with 401(k) Plans):
[Note for 401(k) Plans: In a safe harbor 401(k) plan, allocations qualifying for the ADP or ACP test safe harbors must be based on a nondiscriminatory definition of Compensation. For this Election 11, unless described otherwise in Election 11(m), Elective Deferrals includes Pre‑Tax Deferrals, Roth Deferrals and Employee Contributions, Matching includes all Matching Contributions and Nonelective includes all Nonelective Contributions. Selection of (e)(1), Elective Deferrals, All Contributions, does not reduce Compensation for purposes of determining the amount of Elective Deferrals.]
|
(1) |
|
(2) |
(3) |
(4) |
Compensation Exclusions |
All Contributions |
|
Elective Deferrals |
Matching |
Nonelective |
(d) [n/a] No exclusions ‑ limited. No exclusion as to the designated Contribution Type(s). |
N/A (See Election 11(a)) |
|
[ ] |
[ ] |
[ ] |
(e) [n/a] Elective Deferrals. See Section 1.21. |
[ ] |
|
N/A |
[ ] |
[ ] |
(f) [n/a] Fringe benefits. As described in Treas. Reg. §1.414(s)‑1(c)(3). |
[ ] |
OR |
[ ] |
[ ] |
[ ] |
(g) [n/a] Compensation exceeding $ Apply this election to (select one of (1) or (2)): |
[ ] |
OR |
[ ] |
[ ] |
[ ] |
(1) [n/a] All Participants.
[Note: If the Employer elects Safe Harbor Contributions under Election 6(e), the Employer may not elect in this 11(g) to limit the Safe Harbor Contribution allocation to the NHCEs.]
(2) [n/a] HCE Participants only.
(h) [n/a] Bonus.* |
[ ] |
OR |
[ ] |
[ ] |
[ ] |
(i) [n/a] Commission.* |
[ ] |
OR |
[ ] |
[ ] |
[ ] |
(j) [n/a] Overtime.* |
[ ] |
OR |
[ ] |
[ ] |
[ ] |
(k) [n/a] Related Employers. See Section 1.24(C). Non‑Participating. Compensation paid to Employees by a Related Employer that is not a Participating Employer.* |
[ ] |
OR |
[ ] |
[ ] |
[ ] |
(l) [n/a] Severance pay paid prior to severance. Severance pay paid after severance is automatically excluded. See 1.11(I)* |
[ ] |
OR |
[ ] |
[ ] |
[ ] |
(m) [n/a] Describe Compensation exclusion(s):* ___________________________________________________________________
[Note: Under Election 11(m), the Employer may: (i) describe Compensation from the elections available under Elections 11(d) through (l), or a combination thereof as to a Participant group (e.g., No exclusions as to Division A Employees and exclude bonus as to Division B Employees); (ii) for 401(k) Plans, define the Contribution Type column headings in a manner which differs from the "all‑inclusive" description in the Note immediately following Election 11(c) (e.g., Elective Deferrals means §125 cafeteria deferrals only OR No exclusions as to Safe Harbor Contributions and exclude bonus as to Nonelective Contributions); and/or (iii) describe another exclusion (e.g., Exclude shift differential pay). Selection of any item indicated with an asterisk (*) may require testing of the plan's compensation definition under Treas. Reg. §1.414(s)-1 for it to be used in nondiscrimination testing, including the ADP or ACP tests.]
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12. HOURS OF SERVICE (1.32). The Plan credits Hours of Service for the following purposes (and to the Employees described in Elections 12(d) or (e)) as follows (select one or more of (a) through (e); select purposes as applicable):
|
(1) |
|
(2) |
(3) |
(4) |
|
All Purposes |
|
Eligibility |
Vesting |
Allocation Conditions |
(a) [n/a] Actual Method. See Section 1.32(A)(1). |
[ ] |
OR |
[ ] |
[ ] |
[ ] |
(b) [n/a] Equivalency Method: ___________ (e.g., daily, weekly, etc.). See Section 1.32(A)(2). |
[ ] |
OR |
[ ] |
[ ] |
[ ] |
(c) [n/a] Elapsed Time Method. See Section 1.32(A)(3). |
[ ] |
OR |
[ ] |
[ ] |
[ ] |
(d) [X] Actual (hourly) and Equivalency (salaried). Actual Method for hourly paid Employees and Equivalency Method: 90 Bi-weekly (e.g., daily, weekly, etc.) for Employees for whom records of actual Hours of Service are not maintained or available, such as salaried Employees. |
[X] |
OR |
[ ] |
[ ] |
[ ] |
(e) [n/a] Describe method: ______________________________________________________________________________________
[Note: Under Election 12(e), the Employer may describe Hours of Service from the elections available under Elections 12(a) through (d), or a combination thereof as to a Participant group and/or Contribution Type (e.g., For all purposes, Actual Method applies to office workers and Equivalency Method applies to truck drivers).]
13. ELECTIVE SERVICE CREDITING (1.59(C)). The Plan must credit Related Employer Service under Section 1.24(C) and also must credit certain Predecessor Employer/Predecessor Plan Service under Section 1.59(B). If the Plan is a Multiple Employer Plan, the Plan also must credit Service as provided in Section 12.08. The Plan also elects under Section 1.59(C) to credit as Service the following Predecessor Employer service (select one of (a) or (b)):
(a) [n/a] Not applicable. No elective Predecessor Employer Service crediting applies (skip to Election 14).
(b) [X] Applies. The Plan credits the specified service with the following designated Predecessor Employers as Service for the Employer for the purposes indicated (select one or more of (1) and (2)):
[Note: Any elective Service crediting under this Election 13 must be nondiscriminatory.]
(1) [n/a] All purposes. Credit as Service for all purposes, service with Predecessor Employer(s): ______________________________
(insert as many names as needed).
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(2) [X] Designated purposes. Credit as Service, service with the following Predecessor Employer(s) for the designated purpose(s): (select one or more of (a) through (d); select purposes as applicable.) |
(1) Eligibility |
(2) Vesting |
(3) Contribution Allocation |
a. [X] Employer: Union Bank of Chandler, Union National Bancshares of Chandler, Inc., Exchange Nation Bank of Moore, Okemah National Bank, Bank of Commerce-Yukon, Wilcox & Jones (now part of Armour Assurance, Inc., Park State Bank, First Bartlesville Bank, Lincoln National Bank, Armour Assurance, Inc, RBC Agency, Inc. Exchange Bancshares of Moore, 1st Bank of Oklahoma, First Bank & Trust Company of Wagoner, First Bank of Chandler, Pegasus Bank and Worthington National Bank |
[X] |
[X] |
[ ]
|
b. [ ] Employer:
|
[ ] |
[ ] |
[ ] |
c. [ ] Employer:
|
[ ] |
[ ] |
[ ] |
d. [ ] Any entity the Employer acquires whether by asset or stock purchase, but only with respect to individuals who are employees of the acquired entity at the time of the acquisition |
[ ] |
[ ] |
[ ] |
Time period. Subject to any exceptions noted under Election 13(f), the Plan credits as Service under Elections 13(b)(1) or (2) (select one or more of (c), (d), or (e)):
(c) [n/a] All. All service, regardless of when rendered.
(d) [n/a] Service after. All service, which is or was rendered after: (specify date).
(e) [X] Service before. All service, which is or was rendered before: the dates specified in 13.b.4 (specify date).
Describe elective Predecessor Employer Service crediting (leave blank if not applicable)
(f) [X] Describe: For Employees of Union Bank of Chandler and Union National Bancshares of Chandler, Inc. who were employed by such entities as of November 10, 2010 and continue such employment through December 31, 2010, all service with such entities is credited; For Employees of Exchange National Bank of Moore and Exchange Bancshares of Moore, who were employed by such entities as of December 31, 2010 all service with such entities is credited; For Employees of 1st Bank Oklahoma, who were employed by such entity as of January 1, 2012 and continue such service after such date, all service with such entity is credited; For Employees of Okemah National Bank, who were employed by such entity as of October 20, 2011 and who continue employment as Employees after such date, all service with such entity is credited; For Employees of RBC Insurance Agency, Inc. (“RBCIA”) persons who were employed by such entity as of the date of the acquisition of such entity by BancFirst Corporation or its affiliate and who remain employed by RBCIA, BancFirst Corporation or one of its affiliates after such acquisition shall be credited with their service with RBCIA; For employees of Bank of Commerce, Yukon (“BCY”) who were employed by BCY as of October 1, 2015, all service with BCY shall be credited; For employees of First Bank & Trust Company of Wagoner and First Bank of Chandler who were employed by either entity on January 12, 2018 and remained employed with such entities after such date, service prior to January 12, 2018 shall be credited. For employees of Pegasus Bank who were employed by Pegasus Bank as of August 15, 2019, all service with Pegasus Bank is credited. For employees of Worthington National Bank who were employed by Worthington National Bank on January 3, 2023, all service with Worthington National Bank is credited.
[Note: Under Election 13(f), the Employer may describe service crediting from the elections available under Elections 13(b) through (e), or a combination thereof as to a Participant group and/or Contribution Type (e.g., For all purposes credit all service with X, but credit service with Y only on/after 1/1/18 OR Credit all service for all purposes with entities the Employer acquires after 12/31/17 OR Service crediting for X Company applies only for purposes of Nonelective Contributions and not for Matching Contributions).]
ARTICLE II
ELIGIBILITY REQUIREMENTS
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14. ELIGIBILITY (2.01). To become a Participant in the Plan, an Eligible Employee must satisfy (select one of (a), (b), or (c)):
[Note for 401(k) Plans: If the Employer under a safe harbor plan elects "early" eligibility for Elective Deferrals (e.g., less than one Year of Service and age 21), but does not elect early eligibility for any Safe Harbor Contributions, also see Election 30(m).]
[Note: No eligibility conditions apply to Prevailing Wage Contributions. See Section 2.01(D).]
(a) [n/a] No conditions. No eligibility conditions as to all Contribution Types. Entry is on the Employment Commencement Date (if that date is also an Entry Date), or if later, upon the next following Plan Entry Date (skip to Election 16).
(b) [X] Eligibility - same for all Contribution Types. To become a Participant in the Plan as to all Contribution Types, an Eligible Employee must satisfy the following eligibility conditions (select one or more of (e) through (k)). Choose column (1) for each option elected at (e) through (j).:
(c) [n/a] Eligibility ‑ different conditions apply. To become a Participant in the Plan for the designated Contribution Types, an Eligible Employee must satisfy the following eligibility conditions (either as to all Contribution Types or as to the designated Contribution Type) (select one or more of (d) through (k); select Contribution Type as applicable) (may only be selected with 401(k) Plans):
[Note for 401(k) plans: For this Election 14, unless described otherwise in Election 14(k), or the context otherwise requires, Elective Deferrals includes Pre‑Tax Deferrals, Roth Elective Deferrals and Employee Contributions, Matching includes all Matching Contributions (except Safe Harbor Matching Contributions, Operational Matches, and Operational QMACs) and Nonelective includes all Nonelective Contributions (except Safe Harbor Nonelective Contributions and Operational QNECs). The Plan Administrator may apply Plan provisions relating to months based on a 30-day month or adopt similar reasonable conventions. Section 2.02(E)(3). Thus, the Plan may apply a 3-month service requirement as a 90-day requirement. Safe Harbor includes Safe Harbor Nonelective and Safe Harbor Matching Contributions. If the Employer elects more than one Year of Service as to Additional Matching, the Plan will not satisfy the ACP test safe harbor. See Section 3.05(F)(3).]
|
(1) |
|
(2) |
(3) |
(4) |
(5) |
Eligibility Conditions |
All Contributions |
|
Elective Deferrals |
Matching |
Nonelective |
Safe Harbor |
(d) [n/a] None. Entry on the Employment Commencement Date (if that date is also an Entry Date) or if later, upon the next following Plan Entry Date. |
N/A |
|
[ ] |
[ ] |
[ ] |
[ ] |
(e) [X] Age 21 (not to exceed age 21 except as provided in Section 2.02(G).) |
[X] |
OR |
[ ] |
[ ] |
[ ] |
[ ] |
(f) [n/a] One Year of Service. See Election 16(a). |
[ ] |
OR |
[ ] |
[ ] |
[ ] |
[ ] |
(g) [n/a] Two Years of Service (without an intervening Break in Service). 100% vesting is required. [Note for 401(k) Plans: Two Years of Service does not apply to Elective Deferrals, Safe Harbor Contributions or SIMPLE Contributions.] |
N/A |
|
N/A |
[ ] |
[ ] |
N/A |
(h) [n/a] month(s) (not exceeding 12 months for Elective Deferrals, Safe Harbor Contributions and SIMPLE Contributions (401(k) Plans) and not exceeding 24 months for other contributions). If more than 12 months, 100% vesting is required. Service need not be continuous (no minimum Hours of Service required, and is mere passage of time). [Note: While satisfying a months of service condition without an Hours of Service requirement involves the mere passage of time, the Plan need not apply the Elapsed Time Method in Election 12(c) above, and still may elect the Actual Method in 12(a) above.] |
[ ] |
OR |
[ ] |
[ ] |
[ ] |
[ ] |
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(i) [n/a] month(s) with at least Hours of Service in each month (not exceeding 12 months for Elective Deferrals, Safe Harbor Contributions and SIMPLE Contributions (401(k) Plans) and not exceeding 24 months for other contributions). If more than 12 months, 100% vesting is required. If the Employee does not complete the designated Hours of Service each month during the specified monthly time period, the Employee is subject to the one Year of Service (or two Years of Service if elect more than 12 months) requirement as defined in Election 16. The months during which the Employee completes the specified Hours of Service (select one of (1) or (2)): |
[ ] |
OR |
[ ] |
[ ] |
[ ] |
[ ] |
(1) [n/a] Consecutive. Must be consecutive. |
|
|
|
|
|
|
(2) [n/a] Not consecutive. Need not be consecutive. |
|
|
|
|
|
|
(j) [n/a] Hours of Service within the _________________ time period following the Employee's Employment Commencement Date (not exceeding 12 months for Elective Deferrals, Safe Harbor Contributions and SIMPLE Contributions (401(k) Plans) and not exceeding 24 months for other contributions). If more than 12 months, 100% vesting is required. If the Employee does not complete the designated Hours of Service during the specified time period (if any), the Employee is subject to the one Year of Service (or two Years of Service if elect more than 12 months) requirement as defined in Election 16. |
[ ] |
OR |
[ ] |
[ ] |
[ ] |
[ ] |
[Note: The Employer may leave the time period option blank in Election 14(j) if the Employer wishes to impose an Hour of Service requirement without specifying a time period within which an Employee must complete the required Hours of Service.]
(k) [X] Describe eligibility conditions: Six continuous months of service beginning with the date of hire or One Year of Eligibility Service
[Note: The Employer may use Election 14(k) to describe different eligibility conditions as to different Contribution Types or Employee groups (e.g., As to all Contribution Types, no eligibility requirements for Division A Employees and one Year of Service as to Division B Employees). The Employer also may elect different ages for different Contribution Types and/or to specify different months or Hours of Service requirements under Elections 14(h), (i), or (j) as to different Contribution Types. Any election must satisfy Code §410(a).]
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15. SPECIAL ELIGIBILITY EFFECTIVE DATE (DUAL ELIGIBILITY) (2.01(E)). The eligibility conditions of Election 14 and the entry date provisions of Election 17 apply to all Employees unless otherwise elected below (choose one or more of (a) or (b) if applicable):
[Note: Elections 15(a) or (b) may trigger a coverage failure under Code §410(b).]
(a) [n/a] Waiver of eligibility conditions for certain Employees. For all Contribution Types, the eligibility conditions and entry dates apply solely to an Eligible Employee employed or reemployed by the Employer after (specify date). If the Eligible Employee is an Employee on the specified date, the Employee will become a Participant on the latest of: (i) the Effective Date; (ii) the restated Effective Date; (iii) the Employee's Employment Commencement Date or Re‑Employment Commencement Date; or (iv) the date the Employee attains age (not exceeding age 21).
[Note: If the Employer does not wish to impose an age condition under clause (iv) as part of the requirements for the eligibility conditions waiver, leave the age blank.]
(b) [X] Describe special eligibility Effective Date(s): Employees who were active participants in the 1st Bank Oklahoma 401(k) Profit Sharing Plan as of January 1, 2012 are eligible to participate in the Plan as of January 1, 2012; Employees who were active participants in the Okemah National Bank Employees 401(k) Profit Sharing Plan as of October 20, 2011 shall be eligible to participate as of October 21, 2011; Employees of Bank of Commerce, Yukon (“BCY”) who were employed by BCY as of October 1, 2015 and who were participants in the Ramey and Walsh Banking Group Employees 401(k) Profit Sharing Plan are eligible to participate in the Plan effective as of the payroll period for which payment was made as of November 13, 2015. Employees who were active participants in the Pegasus Bank 401(k) Plan as of December 31, 2019 are eligible to participate as of January 1, 2020. Employees who were active participants in the Worthington National Bank 401(k) Plan as of January 2, 2023 are eligible to participate as of January 3, 2023.
[Note: Under Election 15(b), the Employer may describe special eligibility Effective Dates as to a Participant group and/or Contribution Type (e.g., Eligibility conditions apply only as to Nonelective Contributions and solely as to the Eligible Employees of Division B who were hired or reemployed by the Employer after January 1, 2020).]
16. YEAR OF SERVICE ‑ ELIGIBILITY (2.02(A)). (Choose (a), (b), and (c) if applicable.):
[Note: If the Employer under Election 14 elects a one or two Year(s) of Service condition (including any requirement which defaults to such conditions under Elections 14(i), (j), and (k)) or elects to apply a Year of Service for eligibility under any other Adoption Agreement election, the Employer should complete this Election 16. The Employer should not complete Election 16 if it elects the Elapsed Time Method for eligibility.]
(a) [X] Year of Service. An Employee must complete 1,000 Hour(s) of Service during the relevant Eligibility Computation Period to receive credit for one Year of Service under Article II. [Note: The number may not exceed 1,000. If left blank, the requirement is 1,000 Hours of Service.]
(b) [X] Subsequent Eligibility Computation Periods. Unless otherwise elected below, after the Initial Eligibility Computation Period described in Section 2.02(C)(2), the Plan measures Subsequent Eligibility Computation Periods as the Plan Year beginning with the Plan Year which includes the first anniversary of the Employee's Employment Commencement Date (choose one of (1) or (2) if applicable):
(1) [n/a] Anniversary Year. The Anniversary Year, beginning with the Employee's second Anniversary Year.
(2) [n/a] Split. The Plan Year as to: (describe Contribution Type(s)) and the Anniversary Year as described in Election 16(b)(1) as to: (describe Contribution Type(s)).
[Note: To maximize delayed entry under a two Years of Service condition for Nonelective Contributions or Matching Contributions, the Employer should elect to remain on the Anniversary Year for such contributions.]
(c) [n/a] Describe: _________________________________________________________________________________________ (e.g., Anniversary Year as to Division A and Plan Year as to Division B.)
17. ENTRY DATE (2.02(D)). Entry Date means the Effective Date and:
[Note: Entry as to Prevailing Wage Contributions is on the Employment Commencement Date. See Section 2.02(D)(3).]
(a) [X] Entry Date - same for all Contribution Types (select one of (c) through (i)):
(b) [n/a] Entry Date ‑ different entry dates apply (select one or more of (c) through (i); select Contribution Type as applicable) (may only be selected with 401(k) Plans):
[Note for 401(k) plans: For this Election 17, unless described otherwise in Election 17(i), Elective Deferrals includes Pre‑Tax Deferrals, Roth Elective Deferrals and Employee Contributions, Matching includes all Matching Contributions except (Operational Matches and Operational QMACs) and Nonelective includes all Nonelective Contributions (except Operational QNECs).]
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|
(1) |
(2) |
(3) |
|
Elective Deferrals |
Matching |
Nonelective |
(c) [X] Semi‑annual. The first day of the first month and of the seventh month of the Plan Year. |
[ ] |
[ ] |
[ ] |
(d) [n/a] First day of Plan Year. |
[ ] |
[ ] |
[ ] |
(e) [n/a] First day of each Plan Year quarter. |
[ ] |
[ ] |
[ ] |
(f) [n/a] The first day of each month. |
[ ] |
[ ] |
[ ] |
(g) [n/a] Immediate. Upon Employment Commencement Date or if later, upon satisfaction of eligibility conditions. |
[ ] |
[ ] |
[ ] |
(h) [n/a] First day of each payroll period. |
[ ] |
[ ] |
[ ] |
(i) [X] Describe Entry Date(s): The employees of First Bank of Chandler and First Bank & Trust Company of Wagoner, the entry date shall be March 1, 2018. For employees of Pegasus Bank who are active participants in the Pegasus Bank 401(k) Plan as of December 31, 2019, the Entry Date is January 1, 2020. For employees of Worthington National Bank who are active participants in the Worthington National Bank 401(k) Plan as of January 2, 2023, the entry date is January 31, 2023.
[Note: Under Election 17(i), the Employer may describe Entry Dates from the elections available under Elections 17(c) through (h), or a combination thereof as to a Participant group and/or Contribution Type or may elect additional Entry Dates (e.g., immediate as to Division A Employees and semi-annual as to Division B Employees OR The earlier of the Plan's semi‑annual Entry Dates or the entry dates under the Employer's medical plan).]
18. PROSPECTIVE/RETROACTIVE ENTRY DATE (2.02(D)). An Employee after satisfying the eligibility conditions in Election 14 will become a Participant (unless an Excluded Employee under Election 8) on the Entry Date (if employed on that date) (select one or more from (a) through (f)): [Choose Contribution Type as applicable].
[Note: Unless otherwise excluded under Election 8, an Employee who remains employed by the Employer on the relevant date must become a Participant by the earlier of: (i) the first day of the Plan Year beginning after the date the Employee completes the age and service requirements of Code §410(a); or (ii) 6 months after the date the Employee completes those requirements. For this Election 18, unless described otherwise in Election 18(f), Elective Deferrals includes Pre-Tax Deferrals, Roth Deferrals and Employee Contributions, Matching includes all Matching Contributions (except Operational Matches and Operational QMACs) and Nonelective includes all Nonelective Contributions and Money Purchase Pension Plan Contributions, (except Operational QNECs).]
|
(1) |
|
(2) |
(3) |
(4) |
|
All Contributions |
|
Elective Deferrals |
Matching |
Nonelective |
(a) [n/a] Immediately following or coincident with the date the Employee completes the eligibility conditions. |
[ ] |
OR |
[ ] |
[ ] |
[ ] |
(b) [X] Immediately following the date the Employee completes the eligibility conditions. |
[X] |
|
[ ] |
[ ] |
[ ] |
(c) [n/a] Immediately preceding or coincident with the date the Employee completes the eligibility conditions. |
N/A |
|
N/A |
[ ] |
[ ] |
(d) [n/a] Immediately preceding the date the Employee completes the eligibility conditions. |
N/A |
|
N/A |
[ ] |
[ ] |
(e) [n/a] Nearest the date the Employee completes the eligibility conditions. |
N/A |
|
N/A |
[ ] |
[ ] |
(f) [n/a] Describe retroactive/prospective entry relative to Entry Date: _________________________________________
[Note: Under Election 18(f), the Employer may describe the timing of entry relative to an Entry Date from the elections available under Elections 18(a) through (e), or a combination thereof as to a Participant group and/or Contribution Type (e.g., nearest as to Division A Employees and immediately following as to Division B Employees).]
19. BREAK IN SERVICE ‑ PARTICIPATION (2.03). The one year hold‑out rule described in Section 2.03(C) (select (a) or (b)):
(a) [X] Does not apply.
(b) [n/a] Limited application. Applies to the Plan, but only to a Participant who has incurred a Severance from Employment.
[Note: The Plan does not apply the rule of parity under Code §410(a)(5)(D) unless the Employer in Appendix B specifies otherwise. See Section 2.03(D).]
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ARTICLE III
PLAN CONTRIBUTIONS AND FORFEITURES
20. ELECTIVE DEFERRAL LIMITATIONS; CODA (3.02(A), (C)). The following limitations apply to Elective Deferrals under Election 6(b), which are in addition to those limitations imposed under the basic plan document (select (a) OR select one or more of (b) and (c)):
(a) [X] None. No additional Plan imposed limits (skip to (d)).
[Note: The Employer under Election 20 may not impose a lower deferral limit applicable only to Catch‑Up Eligible Participants and the Employer's elections must be nondiscriminatory. The elected limits apply to Pre‑Tax Deferrals and to Roth Deferrals unless described otherwise. Under a safe harbor plan: (i) NHCEs must be able to defer enough to receive the maximum Safe Harbor Matching and Additional Matching Contribution under the Plan and must be permitted to defer any lesser amount; and (ii) the Employer may limit Elective Deferrals to a whole percentage of Compensation or to a whole dollar amount. See Section 1.57(C) as to administrative limitations on Elective Deferrals.]
(b) [n/a] Additional Plan limit(s). (select one or more of (1) and (2)):
(1) [n/a] Maximum deferral amount. A Participant's Elective Deferrals may not exceed: (specify dollar amount and/or percentage of Compensation).
(2) [n/a] Minimum deferral amount. A Participant's Elective Deferrals may not be less than: (specify dollar amount (not greater than $10,000) and/or percentage of Compensation (not greater than 10%)). [Note: Please see 3.05(C)(2) for restrictions on minimum deferrals if the Plan is a safe harbor 401(k) plan.]
Application of limitations. The Election 20(b)(1) and (2) limitations apply based on Elective Deferral Compensation described in Elections 9 ‑ 11. If the Employer elects Plan Year/Participating Compensation under column (1) and in Election 10 elects Participating Compensation, in the Plan Years commencing after an Employee becomes a Participant, apply the elected minimum or maximum limitations to the Plan Year. Apply the elected limitation based on such Compensation during the designated time period and only to HCEs as elected below. (select (3) OR select one or more of (4) and (5); under each of (3) through (5), select one of (1) or (2); choose (3) if applicable):
|
(1) |
(2) |
(3) |
|
Plan Year /Participating Compensation |
Payroll period |
HCEs only |
(3) [n/a] Both. Both limits under Elections 20(b)(1) and (2). |
[ ] |
[ ] |
[ ] |
(4) [n/a] Maximum limit. The maximum amount limit under Election 20(b)(1). |
[ ] |
[ ] |
[ ] |
(5) [n/a] Minimum limit. The minimum amount limit under Election 20(b)(2). |
[ ] |
[ ] |
[ ] |
(c) [n/a] Describe Elective Deferral limitation(s): ______________________________________________________________________
[Note: Under Election 20(c), the Employer may only: (i) describe limitations on Elective Deferrals from the elections available under Elections 20(a) and (b) or a combination thereof as to a Participant group (e.g., No limit applies to Division A Employees. Division B Employees may not defer in excess of 10% of Plan Year Compensation); (ii) elect a different time period to which the limitations apply; and/or (iii) apply a different limitation to Pre‑Tax Deferrals and to Roth Deferrals.]
CODA Applies (leave blank if not applicable)
(d) [n/a] The CODA provisions of Section 3.02(C) apply. For each Plan Year for which the Employer makes a designated CODA contribution under Section 3.02(C), a Participant may elect to receive directly in cash not more than the following portion (or, if less, the Elective Deferral Limit (see 4.10(A)(1)) of his/her proportionate share of that CODA contribution (select one of (1) or (2)):
(1) [n/a] All or any portion.
(2) [n/a] %
21. AUTOMATIC DEFERRAL (ACA/EACA/QACA) (3.02(B)). The Automatic Deferral provisions of Section 3.02(B) (select one of (a) or (b); also see Election 22 regarding Automatic Escalation of Salary Reduction Agreements):
(a) [n/a] Do not apply. The Plan is not an ACA, EACA, or QACA (skip to Election 22).
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(b) [X] Apply. The Automatic Deferral Effective Date is the effective date of automatic deferrals or, as appropriate, any subsequent amendment thereto.
Type of Automatic Deferral Arrangement. The Plan is an (select one of (1), (2), or (3)):
(1) [n/a] ACA. The Plan is an Automatic Contribution Arrangement (ACA) under Section 3.02(B)(1).
(2) [X] EACA. The Plan is an Eligible Automatic Contribution Arrangement (EACA) under Section 3.02(B)(2).
(3) [n/a] EACA/QACA. The Plan is a combination EACA and Qualified Automatic Contribution Arrangement (QACA) under Sections 3.02(B)(3) and 3.05(J).
[Note: If the Employer chooses Election 21(b)(3), the Employer also must choose election 6(e) and complete Election 30 as to the Safe Harbor Contributions under the QACA.]
Participants affected. The Automatic Deferral applies to (select one of (c) or (d). Choose (e) if applicable.):
(c) [n/a] All Participants. All Participants, regardless of any prior Salary Reduction Agreement, unless and until they make a Contrary Election after the Automatic Deferral Effective Date.
(d) [X] The following Participants (select one of (1) through (5)):
(1) [n/a] Election of at least Automatic Deferral Percentage. All Participants, except those who have in effect a Salary Reduction Agreement on the Automatic Deferral Effective Date provided that the Elective Deferral amount under the Agreement is at least equal to the Automatic Deferral Percentage.
(2) [X] No existing Salary Reduction Agreement. All Participants, except those who have in effect a Salary Reduction Agreement on the Automatic Deferral Effective Date regardless of the Elective Deferral amount under the Agreement.
(3) [n/a] Election of 0% or No existing Salary Reduction Agreement. All Participants, except those who have in effect a Salary Reduction Agreement on the Automatic Deferral Effective Date provided that the Elective Deferral amount under the Agreement is greater than 0%.
(4) [n/a] New Participants (not applicable to QACA). Each Employee whose Entry Date is on or following the Automatic Deferral Effective Date or the following date:
Other effective date. (optional; specify a date other than the Automatic Deferral Effective Date)
a. [n/a]
(5) [n/a] New hires (not applicable to QACA). Each Employee whose Employment Commencement Date (or Reemployment Commencement Date) is on or following the Automatic Deferral Effective Date or the following date:
Other effective date. (optional; specify a date other than the Automatic Deferral Effective Date)
a. [n/a]
(e) [n/a] Describe affected Participants (not applicable to QACA):
[Note: The Employer in Election 21(e) may further describe affected Participants, e.g., non‑Collective Bargaining Employees OR Division A Employees. However, all Employees eligible to defer must be Covered Employees to apply the 6‑month correction period without excise tax under Code §4979.]
Automatic Deferral Percentage/Scheduled increases. (select one of (f), (g), or (h)):
(f) [n/a] Fixed percentage. The Employer, as to each Participant affected, will withhold as the Automatic Deferral Percentage, % from the Participant's Compensation each payroll period unless the Participant makes a Contrary Election.
[Note: In order to satisfy the QACA requirements, enter an amount between 6% and 10% if no scheduled increase.]
(g) [n/a] QACA statutory increasing schedule. The Automatic Deferral Percentage will be the minimum QACA Automatic Deferral Percentage under Section 3.02(B)(3)(b):
(h) [X] Other increasing schedule. The Automatic Deferral Percentage will be:
Plan Year of application to a Participant |
Automatic Deferral Percentage |
first |
3% |
second |
4% |
third |
5% |
fourth and beyond |
6% |
___________ |
_______% |
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[Note: The Automatic Deferral Percentage must satisfy the uniformity requirements of Section 3.02(B)(2)(b) if the Plan is a EACA or a QACA. The phrase “Plan Year of application to a Participant” refers to the number of Plan Years Automatic Deferrals have been withheld for the Participant, such that Plan Year 1 is the first Plan Year Automatic Deferrals are withheld for a Participant and Plan Year 2 is the following Plan Year.]
Scheduled increases to Fixed percentage. The Automatic Deferral Percentage elected in 21(f) will or will not increase in Plan Years following the Plan Year containing the Automatic Deferral Effective Date (or, if later, the Plan Year or partial Plan Year in which the Automatic Deferral first applies to a Participant) as follows: (select one of (i), (j), or (k); skip if 21(f) not elected)
(i) [n/a] No scheduled increase. The Automatic Deferral Percentage applies in all Plan Years.
(j) [n/a] Automatic increase. The Automatic Deferral Percentage will increase by % per year up to a maximum of % of Compensation.
(k) [n/a] Describe increase: _____________________________________________________
[Note: To satisfy the QACA requirements, the Automatic Deferral Percentage must be: (i) a fixed percentage which is at least 6% and not more than 10% of Compensation; (ii) an increasing Automatic Deferral Percentage in accordance with the schedule under Election 21(g); or (iii) an alternative schedule which must require, for each Plan Year, an Automatic Deferral Percentage that is at least equal to the Automatic Deferral Percentage under the schedule in Election 21(g) and which does not exceed 10%. See Section 3.02(B)(3).]
EACA permissible withdrawal. The permissible withdrawal provisions of Section 3.02(B)(2)(d) (select one of (l), (m) or (n); skip if not an EACA or an EACA/QACA):
(l) [n/a] Do not apply.
(m) [X] 90 day withdrawal. Apply within 90 days of the first Automatic Deferral.
(n) [n/a] 30‑90 day withdrawal. Apply within days of the first Automatic Deferral (may not be less than 30 nor more than 90 days).
Contrary Election/Covered Employee. Any Participant who makes a Contrary Election (select one of (o) or (p); leave blank if an ACA or a QACA not subject to the ACP test.):
(o) [n/a] Covered Employee. Is a Covered Employee and continues to be covered by the EACA provisions. [Note: Under this Election, the Participant's Contrary Election will remain in effect, but the Participant must receive the EACA annual notice.]
(p) [X] Not a Covered Employee. Is not a Covered Employee and will not continue to be covered by the EACA provisions. [Note: Under this Election, the Participant no longer must receive the EACA annual notice, but the Plan cannot use the six‑month period for relief from the excise tax of Code §4979(f)(1).]
Change Date. The Elective Deferrals under Election 21(g), (h), (j), or (k) will increase on the following day each Plan Year (select one of (q) through (t); skip if 21(g), (h), (j), or (k) not elected):
(q) [X] First day of the Plan Year.
(r) [n/a] Anniversary of a Participant's Entry Date.
(s) [n/a] Anniversary of a Participant's Employment or Reemployment Commencement Date.
(t) [n/a] Other: _______________________________________________________________________________________________ (must be a specified or definitely determinable date that occurs at least annually)
Optional Provisions: (choose one or more of (u) and (v) if applicable.)
(u) [n/a] First Year of Increase. The automatic increase under Election 21(j) or (k) will apply to a Participant beginning with the first Change Date after the Participant first has automatic deferrals withheld, unless otherwise elected below (select one of (1) or (2)):
(1) [n/a] Second Change Date. The increase will apply as of the second Change Date thereafter.
(2) [n/a] At least 6 months after. The increase will apply as of the first Change Date thereafter which is at least 6 months (or 180 days) after the Participant first has automatic deferrals withheld.
(v) [n/a] Describe Automatic Deferral:
[Note: Under Election 21(v), the Employer may only describe Automatic Deferral provisions from the elections available under Election 21 and/or a combination thereof as to a Participant group (e.g., Automatic Deferrals do not apply to Division A Employees. All Division B Employee/Participants are subject to an Automatic Deferral Amount equal to 3% of Compensation effective as of January 1, 2020). The Automatic Deferral Percentage must satisfy the uniformity requirements of Section 3.02(B)(2)(b) if the Plan is a EACA or a QACA.]
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22. AUTOMATIC ESCALATION (3.02(G)). The Automatic Escalation provisions of Section 3.02(G) (select one of (a) or (b); see Election 21 regarding Automatic Deferrals. Automatic Escalation applies to Participants who have a Salary Reduction Agreement in effect.):
(a) [X] Do not apply. (skip to Election 23)
(b) [n/a] Apply. If Automatic Escalation applies to a Participant, this constitutes a provision that the Participant's affirmative election will expire annually, as described in the paragraph below.
Under a 401(k) plan, the plan may provide that an affirmative election expires annually. If a participant fails to complete a new affirmative election subsequent to their prior election expiring, the participant becomes subject to the default deferral percentage as outlined in this Election 22 and in Section 3.02(G). Each year, the participant can always complete a new affirmative election and designate a new deferral percentage.
Participants affected. The Automatic Escalation applies to (select one of (c), (d), or (e)):
(c) [n/a] All Deferring Participants. All Participants who have a Salary Reduction Agreement in effect to defer at least % of Compensation.
(d) [n/a] New Deferral Elections. All Participants who file a Salary Reduction Agreement after the effective date of this Election, or, as appropriate, any amendment thereto, to defer at least % of Compensation.
(e) [n/a] Describe affected Participants: ___________________________________________________
[Note: The Employer in Election 22(e) may further describe affected Participants, e.g., non‑Collective Bargaining Employees OR Division A Employees. The group of Participants must be definitely determinable and nondiscriminatory under Code §401(a)(4) and Code §401(k)(3).]
Automatic Increases. (Select one of (f) or (g))
(f) [n/a] Automatic increase. The Participant's Elective Deferrals will increase by % per year up to a maximum of % of Compensation unless the Participant has filed a Contrary Election after the effective date of this Election or, as appropriate, any amendment thereto.
(g) [n/a] Describe increase: _____________________________________________________
[Note: The Employer in Election 22(g) may define different increases for different groups of Participants or may otherwise limit Automatic Escalation. Any such provisions must be definitely determinable and nondiscriminatory under Code §401(a)(4).]
Change Date. The Elective Deferrals will increase on the following day each Plan Year (Select one of (h) through (k)):
(h) [n/a] First day of the Plan Year.
(i) [n/a] Anniversary of a Participant's Entry Date.
(j) [n/a] Anniversary of a Participant's Employment or Reemployment Commencement Date.
(k) [n/a] Other: _________________________________________________________________________________________________ (must be a specified or definitely determinable date that occurs annually)
First Year of Increase. The automatic escalation provision will apply to a participant beginning with the first Change Date after the Participant files a Salary Reduction Agreement (or, if sooner, the effective date of this Election, or, as appropriate, any amendment thereto), unless otherwise elected below: (Choose one of (l) or (m) if applicable)
(l) [n/a] Second Change Date. The escalation provision will apply as of the second Change Date thereafter.
(m) [n/a] At least 6 months after. The escalation provision will apply as of the first Change Date thereafter which is at least 6 months (or 180 days) after the date deferrals begin under the Participant's affirmative election.
23. CATCH‑UP DEFERRALS (3.02(D)). The Plan permits Catch‑Up Deferrals unless the Employer elects otherwise below. (choose (a) if applicable)
(a) [n/a] Not Permitted. May not make Catch‑Up Deferrals to the Plan.
24. MATCHING CONTRIBUTIONS (EXCLUDING SAFE HARBOR MATCH AND ADDITIONAL MATCH UNDER SECTION 3.05) (3.03(A)). The Employer Matching Contributions under Election 6(c) are subject to the following additional elections regarding type (discretionary/fixed), rate/amount, limitations and time period (collectively, such elections are "the matching formula") and the allocation of Matching Contributions is subject to Section 3.06 except as otherwise provided (select one or more of (a) through (f); then, for the elected match in (b) through (e), complete (1); choose one or more of (2) and (3) if applicable):
[Note: If the Employer wishes to make any Matching Contributions that satisfy the ADP or ACP safe harbor, the Employer should make these Elections under Election 30, and not under this Election 24.]
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|
(1) |
(2) |
(3) |
|
Matching Rate/Amt [$/% of Elective Deferrals] |
Limit on Deferrals Matched [$/% of Compensation] |
Limit on Match Amount [$/% of Compensation] |
(a) [X] Discretionary– see Section 1.35(B) (The Employer may, but is not required to complete (a)(1)‑(3). See the "Note" following Election 24(f)) |
50% |
6% |
______ |
The Discretionary Matching Contribution under this Election 24(a) is a Flexible Discretionary Match unless the Employer elects to use a Rigid Discretionary Match. (Choose a. if applicable.). A Flexible Discretionary Match will be subject to the Instructions and Notice requirement of Section 3.03(A)(2)(c), reproduced below.
a. [X] Rigid Discretionary Match. The Discretionary Matching Contribution is a Rigid Discretionary Match. A Rigid Discretionary Match is not subject to the Instructions and Notice requirement of Section 3.03(A)(2)(c).
Section 3.03(A)(2)(c) provides: Instructions and Notice. For any Plan Year beginning after the Plan Year the Employer signs its Adoption Agreement, if the Employer makes a Flexible Discretionary Match to the Plan, the Employer must provide the Plan Administrator (or Trustee, if applicable), written instructions describing (1) how the Flexible Discretionary Match Formula will be allocated to Participants (e.g., a uniform percentage of Elective Deferrals or a flat dollar amount), (2) the computation period(s) to which the Flexible Discretionary Match Formula applies, and (3) if applicable, a description of each business location or business classification subject to separate Flexible Discretionary Match Formulas. Such instructions must be provided no later than the date on which the Flexible Discretionary Match is made to the Plan. A summary of these instructions must be communicated to Participants who receive an allocation of the Flexible Discretionary Match no later than 60 days following the date on which the last Flexible Discretionary Match is made to the Plan for the Plan Year.
(b) [n/a] Fixed – uniform rate/amount |
|
____ |
____ |
____ |
(c) [n/a] Fixed – tiered |
Elective Deferral % |
Matching Rate |
____ |
____ |
(e.g., up to 3) |
____ |
____% |
|
|
(e.g., more than 3 up to 5) |
____ |
____% |
|
|
|
____ |
____% |
|
|
|
____ |
____% |
|
|
(d) [n/a] Fixed – Years of Service |
Years of Service |
Matching Rate |
____ |
____ |
(e.g., up to 2) |
____ |
____% |
|
|
(e.g., more than 2 up to 5) |
____ |
____% |
|
|
"Years of Service" under this Election 24(d) means (select one of a. or b): |
|
|
|
|
a. [n/a] Eligibility. Years of Service for eligibility in Election 16. |
|
|
|
|
b. [n/a] Vesting. Years of Service for vesting in Elections 42 and 43. |
|
|
|
|
(e) [n/a] Fixed – multiple formulas |
Formula 1: |
____ |
____ |
____ |
|
Formula 2: |
____ |
____ |
____ |
|
Formula 3: |
____ |
____ |
____ |
(f) [n/a] Describe:_______________________________________________________________________________________________ (The Employer may only describe the matching formula from the elections available in this Election 24, and/or a combination thereof, as to a Participant group (e.g., Fixed Match of 50% of elective deferrals of deferrals up to 6% of annual compensation applies to Collective Bargaining Employees; Discretionary Match allocated each payroll period applies to all other Participants). The Group Allocation Limitations of Section 3.14 apply to allocations under this Election 24(f). If the formula is non‑uniform, it is not a design‑based safe harbor for nondiscrimination purposes.)
[Note: See Section 1.35(A) as to Fixed Matching Contributions. A Participant's Elective Deferral percentage is equal to the Participant's Elective Deferrals divided by his/her Compensation. The matching rate/amount is the specified rate/amount of match for the corresponding Elective Deferral amount/percentage. Any Matching Contributions apply to Pre‑Tax Deferrals and to Roth Deferrals unless described otherwise in Election 24(f). Matching Contributions for nondiscrimination testing purposes are subject to the targeting limitations. See Section 4.10(D). The Employer under Election 24(a) in its discretion may determine the amount of a Discretionary Matching Contribution and the matching contribution formula. Alternatively, the Employer in Election 24(a) may specify elements of the Discretionary Matching Contribution formula.]
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Computation period, true-up. Any Matching Contribution other than a Flexible Discretionary Match will be allocated on the period described below: (Select one of (g) through (l). Skip if the only Matching Contribution is a Flexible Discretionary Match.)
(g) [n/a] Each payroll period
(h) [n/a] Each month
(i) [n/a] Each Plan Year quarter
(j) [n/a] Each payroll unit (e.g., hour)
(k) [n/a] Other (specify): [The time period described must be definitely determinable under Treas. Reg. §1.401-1(b). This line may be used to apply different options to different matching contributions (e.g., Discretionary matching contributions will be allocated on a Plan Year period while fixed matching contributions will be allocated on each payroll period)]
(l) [X] Each Plan Year
Related and Participating Employers (choose (m) if applicable)
(m) [n/a] If any Related and Participating Employers (or in the case of a Multiple Employer Plan, Participating Employers regardless of whether they are Related Employers) contribute Matching Contributions to the Plan, the following apply:
Matching formula. The matching formula for the Participating Employer(s) (select one of (1) or (2)):
(1) [n/a] All the same. Is (are) the same as for the Signatory Employer under this Election 24.
(2) [n/a] At least one different. Is (are) as follows: ______________.
Allocation sharing. The Matching Contributions will be allocated to all Participants regardless of which Employer directly employs them and regardless of whether their direct Employer made Matching Contributions for the Plan Year unless otherwise elected below or specified in a participation agreement. (choose (3) if applicable):
(3) [n/a] Employer by Employer. The Plan Administrator will allocate the Matching Contributions made by the Signatory Employer and by any Participating Employer only to the Participants directly employed by the contributing Employer.
[Note: Unless the Plan is a Multiple Employer Plan, the Employer should not elect 24(m) unless there are Related Employers which are also Participating Employers. See Section 1.24(D).]
25. QMAC (PLAN‑DESIGNATED) (3.03(C)(1)). The following provisions apply regarding Plan‑Designated QMACs (select one of (a) or (b)):
(a) [X] Not applicable. There are no Plan‑Designated QMACs.
(b) [n/a] Applies. There are Plan‑Designated QMACs to which the following provisions apply:
Matching Contributions affected. The following Matching Contributions (as allocated to the designated allocation group under Election 25(b)(2)) are Plan‑Designated QMACs (select one of (1) or (2)):
(1) [n/a] All. All Matching Contributions.
(2) [n/a] Designated. Only the following Matching Contributions under Election 24: __________________________.
Allocation Group. Subject to Section 3.06, allocate the Plan‑Designated QMAC (select one of (3) or (4)):
(3) [n/a] NHCEs only. Only to NHCEs who make Elective Deferrals subject to the Plan‑Designated QMAC.
(4) [n/a] All Participants. To all Participants who make Elective Deferrals subject to the Plan‑Designated QMAC.
The Plan Administrator will allocate all other Matching Contributions as Regular Matching Contributions under Section 3.03(B), except as provided in Sections 3.03(C)(2) or 3.05.
[Note: See Section 4.10(D) as to targeting limitations applicable to QMAC nondiscrimination testing. Regardless of its selections under this Election 25, the Employer may elect for any Plan Year where the Plan is using Current Year Testing to make Operational QMACs which the Plan Administrator will allocate only to NHCEs for purposes of correction of an ADP or ACP test failure.]
26. MATCHING CATCH‑UP DEFERRALS (3.03(D)). If a Participant makes a Catch‑Up Deferral, the Employer (select one of (a) or (b); skip if Election 23(a) is selected):
(a) [X] Match. Will apply to the Catch‑Up Deferral (select one of (1) or (2)):
(1) [X] All. All Matching Contributions.
(2) [n/a] Designated. The following Matching Contributions in Election 24: ____________________________________.
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(b) [n/a] No Match. Will not match any Catch‑Up Deferrals.
[Note: Election 26 does not apply to a safe harbor 401(k) plan unless the Employer will apply the ACP test. See Elections 37(b)(2). In this case, Election 26 applies only to Additional Matching, if any. A safe harbor 401(k) Plan will apply the Basic Match, QACA Basic Match or Enhanced Match to Catch‑Up Deferrals. If the Employer elects to apply the ACP test safe harbor under Election 37(b)(1), Election 26 does not apply and the Plan also will apply any Additional Match to Catch‑Up Deferrals.]
27. NONELECTIVE CONTRIBUTIONS (TYPE/AMOUNT) INCLUDING PREVAILING WAGE CONTRIBUTIONS AND MONEY PURCHASE PENSION PLAN CONTRIBUTIONS (3.04(A)). The Employer Nonelective Contributions under Election 6(d) are subject to the following additional elections as to type and amount (select one or more of (a) through (d); choose (e) if applicable):
(a) [X] Discretionary. An amount the Employer in its sole discretion may determine. [Note: This election is not available if this Plan is a Money Purchase Pension Plan.]
(b) [n/a] Fixed. (Choose one or more of (1) through (3) as applicable.):
(1) [n/a] Uniform %. % of each Participant's Compensation, per (e.g., Plan Year, month).
(2) [n/a] Fixed dollar amount. $ , per (e.g., Plan Year, month, HOS, per Participant per month).
(3) [n/a] Describe: _______________________________________________________________________________________ (The formula described must satisfy the definitely determinable requirement under Treas. Reg. §1.401-1(b). If the formula is non-uniform, it is not a design-based safe harbor for nondiscrimination purposes.)
[Note: The Employer under Election 27(b)(3) may specify any Fixed Nonelective Contribution formula not described under Elections 27(b)(1) or (2) (e.g., For each Plan Year, 2% of net profits exceeding $50,000, or The cash value of unused paid time off, as described in Section 3.04(A)(2)(a) and the Employer's Paid Time Off Plan) and/or the Employer may describe different Fixed Nonelective Contributions as applicable to different Participant groups (e.g., A Fixed Nonelective Contribution equal to 5% of Plan Year Compensation applies to Division A Participants and a Fixed Nonelective Contribution equal to $500 per Participant each Plan Year applies to Division B Participants).]
(c) [n/a] Prevailing Wage Contribution. The Prevailing Wage Contribution amount(s) specified for the Plan Year or other applicable period in the Employer's Prevailing Wage Contract(s). The Employer will make a Prevailing Wage Contribution only to Participants covered by the Contract and only as to Compensation paid under the Contract. The Employer must specify the Prevailing Wage Contribution by attaching an appendix to the Adoption Agreement that indicates the contribution rate(s) applicable to the prevailing wage employment/job classification(s). If the Participant accrues an allocation of Employer Contributions (including forfeitures) under the Plan or any other Employer plan in addition to the Prevailing Wage Contribution, the Plan Administrator will (select one of (1) or (2)):
(1) [n/a] No offset. Not reduce the Participant's Employer Contribution allocation by the amount of the Prevailing Wage Contribution.
(2) [n/a] Offset. Reduce the Participant's Employer Contribution allocation by the amount of the Prevailing Wage Contribution.
(d) [n/a] Describe: __________________________________________________________________________________________ (The formula described must satisfy the definitely determinable requirement under Treas. Reg. §1.401‑1(b). If the formula is non‑uniform, it is not a design‑based safe harbor for nondiscrimination purposes.)
[Note: Under Election 27(d), the Employer may describe the amount and type of Nonelective Contributions from the elections available under Election 27 and/or a combination thereof as to a Participant group (e.g., A Discretionary Nonelective Contribution applies to Division A Employees. A Fixed Nonelective Contribution equal to 5% of Plan Year Compensation applies to Division B Employees).]
Related and Participating Employers (choose (e) if applicable)
(e) [n/a] If any Related and Participating Employers (or in the case of a Multiple Employer Plan, Participating Employers regardless of whether they are Related Employers) contribute Nonelective Contributions to the Plan, the contribution formula(s) (select one of (1) or (2)):
(1) [n/a] All the same. Is (are) the same as for the Signatory Employer under this Election 27.
(2) [n/a] At least one different. Is (are) as follows: ______________________________________________________________.
[Note: Unless the Plan is a Multiple Employer Plan, the Employer should not elect 27(e) unless there are Related Employers which are also Participating Employers. See Section 1.24(D). The Employer electing 27(e) also must complete Election 28(h) as to the allocation methods which apply to the Participating Employers.]
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28. NONELECTIVE AND MONEY PURCHASE PENSION PLAN CONTRIBUTION ALLOCATION (3.04(B)). The Plan Administrator, subject to Section 3.06, will allocate to each Participant any Nonelective Contribution (excluding QNECs, but including Prevailing Wage Contributions and Money Purchase Plan Contributions) under the following contribution allocation formula (select one or more of (a) through (g)):
(a) [X] Uniform allocation. (select one of (1) or (2))
(1) [X] Percentage. As a uniform percentage of Participant Compensation (Pro rata).
(2) [n/a] Dollar amount. As a uniform dollar amount, without regard to Compensation.
(b) [n/a] Permitted disparity. In accordance with the permitted disparity allocation provisions of Section 3.04(B)(2), under which the following permitted disparity formula and definition of "Excess Compensation" apply:
Formula (select one of (1), (2), or (3)):
(1) [n/a] Two‑tiered.
(2) [n/a] Four‑tiered.
(3) [n/a] Two‑tiered, except that the four‑tiered formula will apply in any Plan Year for which the Plan is top‑heavy.
Excess Compensation. For purposes of Section 3.04(B)(2), "Excess Compensation" means Compensation in excess of the integration level provided below (select one of (4) or (5)):
(4) [n/a] Percentage amount. % (not exceeding 100%) of the Taxable Wage Base in effect on the first day of the Plan Year, rounded to the next highest $ (not exceeding the Taxable Wage Base).
(5) [n/a] Dollar amount. The following amount: $ (not exceeding the Taxable Wage Base in effect on the first day of the Plan Year).
(c) [n/a] Incorporation of contribution formula. The Plan Administrator will allocate any Fixed Nonelective Contribution under Elections 27(b)(1) or 27(b)(2), or any Prevailing Wage Contribution under Election 27(c), in accordance with the contribution formula the Employer adopts under those Elections.
(d) [n/a] Classifications of Participants. [This is not a safe harbor allocation method. Do not elect 28(d) if this is a Money Purchase Pension Plan] In accordance with the classifications allocation provisions of Section 3.04(B)(3).
Description of the classifications. The classifications are (select one of (1), (2), or (3)):
[Note: Typically, the Employer would elect 28(d) where it intends to satisfy nondiscrimination requirements using "cross‑testing" under Treas. Reg. §1.401(a)(4)‑8. However, choosing this election does not necessarily require application of cross‑testing and the Plan may be able to satisfy nondiscrimination as to its classification‑based allocations by testing allocation rates.]
(1) [n/a] Each in own classification. Each Participant constitutes a separate classification.
(2) [n/a] NHCEs/HCEs. Nonhighly Compensated Employee/Participants and Highly Compensated Employee/Participants.
(3) [n/a] Describe the classifications: ___________________________________________________________________
[Note: The Group Allocation Limitations of Section 3.14 apply to allocations and elections under this Election 28(d).]
Allocation method within each classification. Allocate the Nonelective Contribution within each classification as follows (select one of (4) or (5); skip if 28(d)(1) is elected):
(4) [n/a] Pro rata. As a uniform percentage of Compensation of each Participant within the classification.
(5) [n/a] Flat dollar. The same dollar amount to each Participant within the classification.
(e) [n/a] Age‑based. [This is not a safe harbor allocation method.] In accordance with the age‑based allocation provisions of Section 3.04(B)(5). The Plan Administrator will use the Actuarial Factors based on the following assumptions:
Interest rate. (Select one of (1), (2), or (3)):
(1) |
[n/a] |
7.5% |
(2) |
[n/a] |
8.0% |
(3) |
[n/a] |
8.5% |
Mortality table. (Select one of (4) or (5)):
(4) [n/a] UP‑1984. See Appendix C.
(5) [n/a] Alternative: (Specify 1983 GAM, 1983 IAM, 1971 GAM or 1971 IAM and attach applicable tables using such mortality table and the specified interest rate as replacement Appendix C.)
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(f) [n/a] Uniform points. In accordance with the uniform points allocation provisions of Section 3.04(B)(6). Under the uniform points allocation formula, a Participant receives (select one or more of (1) and (2); choose (3) if applicable):
(1) [n/a] Years of Service. point(s) for each Year of Service. The maximum number of Years of Service counted for points is .
"Year of Service" under this Election 28(f) means (select one of a. or b):
a. [n/a] Eligibility. Years of Service for eligibility in Election 16.
b. [n/a] Vesting. Years of Service for vesting in Elections 42 and 43.
[Note: A Year of Service must satisfy Treas. Reg. §1.401(a)(4)‑11(d)(3) for the uniform points allocation to qualify as a safe harbor allocation under Treas. Reg. §1.401(a)(4)‑2(b)(3).]
(2) [n/a] Age. point(s) for each year of age attained during the Plan Year.
Compensation (choose (3) if applicable)
(3) [n/a] point(s) for each $ (not to exceed $200) increment of Plan Year Compensation.
(g) [n/a] Describe:_____________________________________________________________________________________________ (The Employer may only describe the nonelective allocation formula from the elections available in this Election 28, and/or a combination thereof, as to a Participant group or contribution type (e.g., Participants in the Employer's Chicago office will receive a uniform percentage of Participant Compensation; contributions to all other Participants will be allocated in accordance with the classifications allocation provisions of Section 3.04(B)(3)). The Group Allocation Limitations of Section 3.14 apply to allocations and elections under this Election 28(g).)
Optional Provisions (choose one or more of (h) or (i) if applicable)
(h) [n/a] Related and Participating Employers. If any Related and Participating Employers (or in the case of a Multiple Employer Plan, Participating Employers regardless of whether they are Related Employers) contribute Nonelective Contributions to the Plan, the Plan Administrator will allocate the Nonelective Contributions made by the Participating Employer(s) under Election 27(e):
Allocation Method. (select one of (1) or (2)):
(1) [n/a] All the same. Using the same allocation method as applies to the Signatory Employer under this Election 28.
(2) [n/a] At least one different. Under the following allocation method(s): .
Allocation sharing. The Nonelective Contributions will be allocated to all Participants regardless of which Employer directly employs them and regardless of whether their direct Employer made Nonelective Contributions for the Plan Year unless otherwise elected below or specified in a participation agreement. (choose (3) if applicable):
(3) [n/a] Employer by Employer. The Plan Administrator will allocate the Nonelective Contributions made by the Signatory Employer and by any Participating Employer only to the Participants directly employed by the contributing Employer.
[Note: Unless the Plan is a Multiple Employer Plan, the Employer should not elect 28(h) unless there are Related Employers which are also Participating Employers. See Section 1.24(D) and Election 27(e). Election 28(h)(3) does not apply to Safe Harbor Nonelective Contributions.]
(i) [n/a] Allocation computation period. Allocations will be computed and allocated on an annual basis unless otherwise specified below (select one of (1) through (4); selecting this option means that the plan is not a design-based safe harbor for nondiscrimination purposes):
(1) [n/a] Each payroll period.
(2) [n/a] Each month.
(3) [n/a] Each Plan Year quarter.
(4) [n/a] Describe:
29. QNEC (PLAN‑DESIGNATED) (3.04(C)(1)). The following provisions apply regarding Plan‑Designated QNECs (select one of (a) or (b). 401(k) Plans):
(a) [X] Not applicable. There are no Plan‑Designated QNECs (skip to Election 30).
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(b) [n/a] Applies. There are Plan‑Designated QNECs to which the following provisions apply:
Nonelective Contributions affected. The following Nonelective Contributions (as allocated to the designated allocation group under Election 29(b)(2)) are Plan‑Designated QNECs (select one of (1) or (2)):
(1) [n/a] All. All Nonelective Contributions.
(2) [n/a] Designated. Only the following Nonelective Contributions under Election 27: .
Allocation Group. Subject to Section 3.06, allocate the Plan‑Designated QNEC (select one of (3) or (4)):
(3) [n/a] NHCEs only. Only to NHCEs under the method elected in Election 29(b)(5), (6), (7) or (8).
(4) [n/a] All Participants. To all Participants under the method elected in Election 29(b)(5), (6), (7) or (8).
Allocation Method. The Plan Administrator will allocate a Plan‑Designated QNEC using the following method (select one of (5) through (8)):
(5) [n/a] Pro rata.
(6) [n/a] Flat dollar.
(7) [n/a] Reverse. See Section 3.04(C)(3).
(8) [n/a] Classification allocation method. See Section 3.04(C)(6). [Note: The Group Allocation Limitations of Section 3.14 apply to allocations and elections under this Election 28(d).]
[Note: See Section 4.10(D) as to targeting limitations applicable to QNEC nondiscrimination testing.]
30. SAFE HARBOR 401(k) PLAN (SAFE HARBOR CONTRIBUTIONS/ADDITIONAL MATCHING CONTRIBUTIONS) (3.05). The Employer under Election 6(e) will (or in the case of the Safe Harbor Nonelective Contribution may) contribute the following Safe Harbor Contributions described in Section 3.05(E) and will or may contribute Additional Matching Contributions described in Section 3.05(F) (select one of (a) through (e)):
(a) [n/a] Safe Harbor Nonelective Contribution (including QACA). The Safe Harbor Nonelective Contribution equals % of a Participant's Compensation [Note: The amount in the blank must be at least 3%. The Safe Harbor Nonelective Contribution applies toward (offsets) most other Employer Nonelective Contributions. See Section 3.05(E)(12).]
(b) [n/a] Safe Harbor Nonelective Contribution (including QACA)/delayed year‑by‑year election (maybe and supplemental notices). In connection with the Employer's provision of the maybe notice under Section 3.05(I)(1), the Employer elects into safe harbor status by giving the supplemental notice and by making this Election 30(b) to provide for a Safe Harbor Nonelective Contribution equal to % (specify amount at least equal to 3%) of a Participant's Compensation. This Election 30(b) and safe harbor status applies for the Plan Year ending: (specify Plan Year end), which is the Plan Year to which the Employer's maybe and supplemental notices apply.
[Note: An Employer distributing the maybe notice can use election 30(b) without completing the year. Doing so requires the Plan to perform Current Year Testing unless the Employer decides to elect safe harbor status. If the Employer wishes to elect safe harbor status for a single year, the Employer must amend the Plan to enter the Plan Year end above.]
(c) [n/a] Basic Matching Contribution. A Matching Contribution equal to 100% of each Participant's Elective Deferrals not exceeding 3% of the Participant's Compensation, plus 50% of each Participant's Elective Deferrals in excess of 3% but not in excess of 5% of the Participant's Compensation. See Sections 1.35(E) and 3.05(E)(4).
(d) [n/a] QACA Basic Matching Contribution. A Matching Contribution equal to 100% of a Participant's Elective Deferrals not exceeding 1% of the Participant's Compensation, plus 50% of each Participant's Elective Deferrals in excess of 1% but not in excess of 6% of the Participant's Compensation. [Note: This election is available only if the Employer has elected the QACA automatic deferrals provisions under Election 21.]
(e) [n/a] Enhanced Matching Contribution (including QACA). See Sections 1.35(F) and 3.05(E)(6). (Select one of (1) or (2).):
(1) [ ] Uniform percentage. A Matching Contribution equal to % of each Participant's Elective Deferrals but not as to Elective Deferrals exceeding % of the Participant's Compensation.
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(2) [ ] Tiered formula. A Matching Contribution equal to the specified matching rate for the corresponding level of each Participant's Elective Deferral percentage. A Participant's Elective Deferral percentage is equal to the Participant's Elective Deferrals divided by his/her Compensation.
Elective Deferral Percentage |
Matching Rate |
____% |
____% |
____% |
____% |
____% |
____% |
[Note: The matching rate may not increase as the Elective Deferral percentage increases and the Enhanced Matching formula otherwise must satisfy the requirements of Code §§401(k)(12)(B)(ii) and (iii) (taking into account Code §401(k)(13)(D)(ii) in the case of a QACA). If the Employer elects to satisfy the ACP safe harbor under Election 38(b)(1), the Employer also must limit Elective Deferrals taken into account for the Enhanced Matching Contribution to a maximum of 6% of Plan Year Compensation.]
Time period for safe harbor matching contribution. For purposes of Election 30(c), (d), or (e), "Compensation" and "Elective Deferrals" mean Compensation and Elective Deferrals determined: (select one of (f) through (j); skip if 30(a) or 30(b) elected)
(f) [n/a] Each payroll period
(g) [n/a] Each month
(h) [n/a] Each Plan Year quarter
(i) [n/a] Each Plan Year
(j) [n/a] Other (Specify uniform, nondiscretionary time period): ____________________________________________
Participants who will receive Safe Harbor Contributions. The allocation of Safe Harbor Contributions (select one of (k) or (l)):
(k) [n/a] Applies to all Participants. Applies to all Participants except as may be limited under Election 30(m).
(l) [n/a] Applies to the following Participants: (select one of (1) or (2); and/or choose (3) if applicable)
(1) [n/a] NHCEs only. Is limited to NHCE Participants only and may be limited further under Election 30(m). No HCE will receive a Safe Harbor Contribution allocation, unless the Employer exercises its discretion under Section 3.05(E)(9)(a).
(2) [n/a] NHCEs and designated HCEs. Is limited to NHCE Participants and to the following HCE Participants and may be limited further under Election 30(m): .
[Note: Any HCE allocation group the Employer describes under Election 30(l)(2) must be definitely determinable. (e.g., Division "A" HCEs OR HCEs who own more than 5% of the Employer without regard to attribution rules).]
(3) [n/a] Applies to all Participants except Collective Bargaining Employees. Notwithstanding Elections 30(l)(1) or (2), the Safe Harbor Contributions are not allocated to Collective Bargaining (union) Employees and may be further limited under Election 30(m).
Optional Provisions (choose one or more of (m) or (n) if applicable)
(m) [n/a] Early Elective Deferrals/delay of Safe Harbor Contribution. The Employer may elect this Election 30(m) only if the Employer in Election 14 elects eligibility requirements for Elective Deferrals of less than age 21 and/or one Year of Service but elects greater age and/or service requirements for Safe Harbor Matching or for Safe Harbor Nonelective Contributions. The Employer under this Election 30(m) applies the rules of Section 3.05(D) to limit the allocation of any Safe Harbor Contribution under Election 30 for a Plan Year to those Participants who the Plan Administrator in applying the OEE rule described in Section 4.06(C), treats as benefiting in the disaggregated plan covering the Includible Employees.
(n) [n/a] Another plan. The Employer will make the Safe Harbor Contribution to the following plan: .
Additional Matching Contributions. See Sections 1.35(G) and 3.05(F). (select one of (o) or (p)):
(o) [n/a] No Additional Matching Contributions. The Employer will not make any Additional Matching Contributions to its safe harbor Plan.
(p) [n/a] Additional Matching Contributions. The Employer will or may make the following Additional Matching Contributions to its safe harbor Plan. (select one or more of (1) through (3)):
(1) [n/a] Fixed Additional Matching Contribution. The following Fixed Additional Matching Contribution (select one or more of a. and b.):
a. [n/a] Uniform percentage. A Matching Contribution equal to % of each Participant's Elective Deferrals but not as to Elective Deferrals exceeding % of the Participant's Compensation.
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b. [n/a] Tiered formula. A Matching Contribution equal to the specified matching rate for the corresponding level of each Participant's Elective Deferral percentage. A Participant's Elective Deferral percentage is equal to the Participant's Elective Deferrals divided by his/her Compensation.
Elective Deferral Percentage |
Matching Rate |
____% |
____% |
____% |
____% |
____% |
____% |
Time period. For purposes of this Election 30(p)(1), "Compensation" and "Elective Deferrals" mean Compensation and Elective Deferrals determined for: (select one of c. through g.)
c. [n/a] Each payroll period
d. [n/a] Each month
e. [n/a] Each Plan Year quarter
f. [n/a] Each Plan Year
g. [n/a] Other (Specify uniform, nondiscretionary time period): ____________________________________
(2) [n/a] Discretionary Additional Matching Contribution. The Employer may make a Discretionary Additional Matching Contribution. If the Employer makes a Discretionary Matching Contribution, the Discretionary Matching Contribution will not apply as to Elective Deferrals exceeding % of the Participant's Compensation (complete the blank if applicable or leave blank).
Time period. For purposes of this Election 30(p)(2), "Compensation" and "Elective Deferrals" mean Compensation and Elective Deferrals determined for: (select one of a. through e.)
a. [n/a] Each payroll period
b. [n/a] Each month
c. [n/a] Each Plan Year quarter
d. [n/a] Each Plan Year
e. [n/a] Other (Specify uniform, nondiscretionary time period): _____________________________________
[Note: If the Employer elects to satisfy the ACP safe harbor under Election 38(b)(1) then as to any and all Matching Contributions, including Fixed Additional Matching Contributions and Discretionary Additional Matching Contributions: (i) the matching rate may not increase as the Elective Deferral percentage increases; (ii) no HCE may be entitled to a greater rate of match than any NHCE; (iii) the Employer must limit Elective Deferrals taken into account for the Additional Matching Contributions to a maximum of 6% of Plan Year Compensation; (iv) the Plan must apply all Matching Contributions to Catch‑Up Deferrals; and (v) in the case of a Discretionary Additional Matching Contribution, the contribution amount may not exceed 4% of the Participant's Plan Year Compensation.]
(3) [n/a] Additional non-safe harbor match. The Plan will not use the ACP Safe Harbor. Additional Matching Contributions will be made as follows: _____________________________________________________________________
[Note: The Employer in Election 30(p)(3) may specify any matching contribution formula or formulas which could be specified in Election 24 and may specify different formulas for different groups of Participants (i.e., The Employer will make a Discretionary Matching Contribution for Participants in its Chicago office, and a Fixed Matching Contribution of 33% of Elective Deferrals up to 12% of Compensation for all other Participants). If the Employer elects 30(p)(3), the Plan will not qualify for the ACP Safe Harbor and the Employer should elect, at Election 37(b)(2), the ACP testing method. The Group Allocation Limitations of Section 3.14 apply to allocations and elections under this Election 30(p)(3).]
Multiple Safe Harbor Contributions in disaggregated Plan (Choose (q) if applicable)
(q) [n/a] The Employer elects to make different Safe Harbor Contributions and/or Additional Matching Contributions to disaggregated parts of its Plan under Treas. Reg. §1.401(k)‑1(b)(4) as follows: [Note: The Employer in Election 30(q) may specify any matching contribution formula or formulas which could be specified in Election 24 and may specify different formulas for different groups of Participants (i.e., The Employer will make a Fixed Matching Contribution of 33% of Elective Deferrals up to 12% of Compensation for Collective Bargaining Employees, and a Discretionary Additional Matching Contribution as described in Election 30(p)(2) for all other Participants). Allocation formulas, such as a fixed match based on years of service, which permit an HCE in a disaggregated plan to receive a higher rate of match than any NHCE in that plan at the same level of elective deferrals will not satisfy Treas. Reg. §1.401(m)-3(d)(4) and will not qualify for the ACP Safe Harbor. The Group Allocation Limitations of Section 3.14 apply to allocations under this Election 30(q).]
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31. ALLOCATION CONDITIONS (3.06(B)/(C)). The Plan does not apply any allocation conditions to: (i) Employee Contributions; (ii) Rollover Contributions; (iii) Designated IRA Contributions; or (iv) Prevailing Wage Contributions. In addition, for 401(k) plans, the Plan does not apply any allocation conditions to: (i) Elective Deferrals; (ii) Safe Harbor Contributions; (iii) Additional Matching Contributions which will satisfy the ACP test safe harbor; or (iv) SIMPLE Contributions. To receive an allocation of Matching Contributions, Nonelective Contributions or Participant forfeitures, a Participant must satisfy the following allocation condition(s) (select one of (a) or (b)):
(a) [n/a] No conditions. No allocation conditions apply to Matching Contributions, to Nonelective Contributions or to forfeitures (skip to Election 33).
(b) [X] Conditions. The following allocation conditions apply to the designated Contribution Type and/or forfeitures (select one or more of (1) through (7). Select Contribution Type as applicable. If more than one allocation condition elected, the Participant must satisfy each condition to receive the allocation.):
[Note for 401(k) plans: For this Election 31, except as the Employer describes otherwise in Election 31(b)(7) or as provided in the Plan regarding Operational Matches, Operational QMACs, and Operational QNECs, Matching includes all Matching Contributions and Nonelective includes all Nonelective Contributions to which allocation conditions may apply. The Employer under Election 31(b)(7) may not impose an Hour of Service condition exceeding 1,000 Hours of Service in a Plan Year. Elections (4) or (6) for nonelective contributions will subject the plan to the general nondiscrimination test.]
|
(1) |
|
(2) |
(3) |
(4) |
|
Matching, Nonelective and Forfeitures |
|
Matching |
Nonelective |
Forfeitures |
(1) [n/a] None. |
N/A (See Election 31(a)) |
|
[ ] |
[ ] |
[ ] |
(2) [n/a] 501 HOS/terminees (91 consecutive days if Elapsed Time). See Section 3.06(B)(1)(b). |
[ ] |
OR |
[ ] |
[ ] |
[ ] |
(3) [X] Last day of the Plan Year. |
[X] |
OR |
[ ] |
[ ] |
[ ] |
(4) [n/a] Last day of the Election 31(c) time period. |
[ ] |
OR |
[ ] |
[ ] |
[ ] |
(5) [X] 1,000 HOS in the Plan Year (182 consecutive days in Plan Year if Elapsed Time). |
[X] |
OR |
[ ] |
[ ] |
[ ] |
(6) [n/a] (specify) HOS within the Election 31(c) time period, (but not exceeding 1,000 HOS in a Plan Year). |
[ ] |
OR |
[ ] |
[ ] |
[ ] |
(7) [n/a] Describe conditions: (e.g., Last day of the Plan Year as to Nonelective Contributions for Participating Employer "A" Participants. No allocation conditions for Participating Employer "B" Participants.)
Time period (choose (c) if applicable; skip if 31(b)(4), (b)(6), or (b)(7) not selected)
(c) [n/a] Under Section 3.06(C), apply Elections 31(b)(4), (b)(6), or (b)(7) to the specified contributions/forfeitures based on each (Choose one or more of (1) through (5). Choose Contribution Type as applicable.):
(1) [n/a] Plan Year. |
[ ] |
OR |
[ ] |
[ ] |
[ ] |
(2) [n/a] Plan Year quarter. |
[ ] |
OR |
[ ] |
[ ] |
[ ] |
(3) [n/a] Calendar month. |
[ ] |
OR |
[ ] |
[ ] |
[ ] |
(4) [n/a] Payroll period. |
[ ] |
OR |
[ ] |
[ ] |
[ ] |
(5) [n/a] Describe time period: ______________________________________________________________________________
[Note: If the Employer elects 31(b)(4) or (b)(6), the Employer must choose (c). If the Employer elects 31(b)(7), choose (c) if applicable.]
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32. ALLOCATION CONDITIONS ‑ APPLICATION/WAIVER/SUSPENSION (3.06(D)/(F)). Under Section 3.06(D), in the event of Severance from Employment as described below, apply or do not apply Election 31(b) allocation conditions to the specified contributions/forfeitures as follows:
Application/Waiver (Select one of (a) or (b))
(a) [n/a] Total waiver or application. If a Participant incurs a Severance from Employment on account of or following death, Disability or attainment of Normal Retirement Age or Early Retirement Age (select one of (1) or (2)):
(1) [n/a] Allocation conditions are waived. Do not apply elected allocation conditions to Matching Contributions, to Nonelective Contributions or to forfeitures.
(2) [n/a] Allocation conditions apply. Apply elected allocation conditions to Matching Contributions, to Nonelective Contributions and to forfeitures.
(b) [X] Application/waiver as to Contribution Types events. If a Participant incurs a Severance from Employment, apply allocation conditions except such conditions are waived if Severance from Employment is on account of or following death, Disability or attainment of Normal Retirement Age or Early Retirement Age as specified, and as applied to the specified Contribution Types/forfeitures (select one or more of (1) through (4). Select Contribution Type as applicable.):
[Note for 401(k) Plans: For this Election 32(b), except as the Employer describes otherwise in Election 31(b)(7) or as provided in in the Plan regarding Operational Matches, Operational QMACs, or Operational QNECs, Matching includes all Matching Contributions and Nonelective includes all Nonelective Contributions to which allocation conditions may apply.]
|
(1) |
|
(2) |
(3) |
(4) |
|
Matching, Nonelective and Forfeitures |
|
Matching |
Nonelective |
Forfeitures |
(1) [X] Death. |
[ ] |
OR |
[X] |
[ ] |
[ ] |
(2) [X] Disability. |
[ ] |
OR |
[X] |
[ ] |
[ ] |
(3) [X] Normal Retirement Age. |
[ ] |
OR |
[X] |
[ ] |
[ ] |
(4) [n/a] Early Retirement Age. |
[ ] |
OR |
[ ] |
[ ] |
[ ] |
Suspension. The suspension of allocation conditions of Section 3.06(F) (select one of (c) or (d)):
(c) [n/a] Suspension applies.
For 401(k) plans, applies as follows (select one of (1), (2), or (3)):
(1) [n/a] Both. Applies both to Nonelective Contributions and to Matching Contributions.
(2) [n/a] Nonelective. Applies only to Nonelective Contributions.
(3) [n/a] Match. Applies only to Matching Contributions.
(d) [X] Suspension does not apply.
33. FORFEITURE ALLOCATION METHOD (3.07). (select one of (a) or (b).):
[Note: Even if the Employer elects immediate vesting, the Employer should complete Election 33. See Section 7.07. Election can be omitted if the plan is frozen or the plan is a 401(k) plan with no employer contributions]
(a) [n/a] Safe harbor/top‑heavy exempt. Apply all forfeitures to Safe Harbor Contributions and Plan expenses in accordance with Section 3.07(A)(4). (may only be selected with 401(k) plans)
(b) [X] Apply to Contributions. The Plan Administrator will allocate a Participant forfeiture as follows: (select one or more of (1) through (7). Select Contribution Type as applicable):
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|
(1) |
|
(2) |
(3) |
|
All Forfeitures |
|
Nonelective Forfeitures |
Matching Forfeitures |
(1) [n/a] All. Use as described in (2) through (6). ((1) may not be selected with (2) through (6)) |
[ ] |
OR |
[ ] |
[ ] |
(2) [n/a] Additional Nonelective. Added to Nonelective Contributions and allocated in the same manner. |
[ ] |
OR |
[ ] |
[ ] |
(3) [n/a] Additional Match. Added to Matching Contributions and allocated in the same manner. |
[ ] |
OR |
[ ] |
[ ] |
(4) [X] Reduce Nonelective. Apply to reduce Nonelective Contribution. |
[ ] |
OR |
[X] |
[ ] |
(5) [X] Reduce Match. Apply to reduce Matching Contribution. |
[ ] |
OR |
[ ] |
[X] |
(6) [X] Plan expenses. Pay reasonable Plan expenses. (See Section 7.04(C).) (must be selected with another election) |
[X] |
OR |
[ ] |
[ ] |
(7) [n/a] Describe: ________________________________________________________________________________________ (must satisfy the definitely determinable requirement under Treas. Reg. §1.401-1(b) and be applied in a uniform and nondiscriminatory manner; e.g., Forfeitures attributable to transferred balances from Plan X are allocated only to former Plan X participants.)
34. IN‑PLAN ROTH ROLLOVER CONTRIBUTION (3.08(E)). The following provisions apply regarding In‑Plan Roth Rollover Contributions (Choose one of (a) or (b); also see Appendix B, Election (g)(2); leave blank if Election 6(b)(1) is not selected.):
(a) [X] Not Applicable. The Plan does not permit In‑Plan Roth Rollover Contributions (skip to Election 35).
(b) [n/a] Applies. The Plan permits In‑Plan Roth Rollover Contributions with regard to the following amounts and subject to the following limitations. (select one or more of (1) and (2))
(1) [n/a] IRR. This provision is effective with regard to IRRs (see Section 1.55(A)(1)) the later of September 28, 2010, or the Plan or Restatement Effective Date unless other date entered below.
a. [n/a] or (enter later effective date if applicable)
(2) [n/a] IRT. This provision is effective with regard to IRTs (see Section 1.55(A)(2)) the later of January 1, 2013, or the Plan or Restatement Effective Date unless other date entered below.
a. [n/a] or (enter later effective date if applicable)
Limitations. The following restrictions apply to In-Plan Roth Rollovers (choose one or more of (c) through (h) if applicable)
|
(1) |
(2) |
|
IRR |
IRT |
(c) [n/a] In‑Plan Roth Rollovers limited to In‑Service only. Only Participants who are Employees may elect to make an In‑Plan Roth Rollover Contribution. |
[n/a] |
[n/a] |
(d) [n/a] Vested In‑Plan Roth Rollovers. In‑Plan Roth Rollovers may only be made from accounts which are fully Vested. |
[n/a] |
[n/a] |
(e) [n/a] No transfer of loans. Loans may not be distributed as part of an In‑Plan Roth Rollover Contribution. |
[n/a] |
[n/a] |
(f) [n/a] Minimum amount. The minimum amount that may be rolled over is (may not exceed $1,000). |
[n/a] |
[n/a] |
(g) [n/a] Number of Transfers. No more than transfer(s) may be made during a Plan Year. |
[n/a] |
[n/a] |
(h) [n/a] Describe transfer provisions. Transfers may be made subject to the following provisions: |
[n/a] |
[n/a] |
(must be definitely determinable and not subject to Employer or Administrator discretion; specify different provisions for IRR and IRT if desired).
Source of In‑Plan Roth Rollover Contributions (Select one or more of (i) or (j)): |
(1) |
(2) |
(i) [n/a] All Sources. (select one or both of columns (1) – (2)) |
[n/a] |
[n/a] |
(j) [n/a] Limited Sources. The Plan permits an In‑Plan Roth Rollover only from the following qualifying sources (select one or more of (1) through (7)):
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|
(1) |
(2) |
|
IRR |
IRT |
(1) [n/a] Elective Deferrals |
[n/a] |
[n/a] |
(2) [n/a] Matching Contributions (including any Safe Harbor Matching Contributions and Additional Matching Contributions) |
[n/a] |
[n/a] |
(3) [n/a] Nonelective Contributions |
[n/a] |
[n/a] |
(4) [n/a] QNECS (including any Safe Harbor Nonelective Contributions) |
[n/a] |
[n/a] |
(5) [n/a] Rollovers |
[n/a] |
[n/a] |
(6) [n/a] Transfers |
[n/a] |
[n/a] |
(7) [n/a] Other: (specify account(s) and conditions in a manner that is definitely determinable and not subject to Employer discretion; specify different sources for IRR and IRT if desired)
35. EMPLOYEE (AFTER‑TAX) CONTRIBUTIONS (3.09). The following additional elections apply to Employee Contributions under Election 6(f).
After-tax contribution limits. (choose (a) and (b) as applicable.):
(a) [n/a] Maximum amount. A Participant's Employee Contributions may not exceed: (complete (1) and (2))
(1) [n/a] NHCE. (specify dollar amount and/or percentage of Compensation) for NHCEs
(2) [n/a] HCE. (specify dollar amount and/or percentage of Compensation) for HCEs. The limit for HCEs cannot exceed the limit for NHCEs)
(b) [n/a] Minimum amount. A Participant's Employee Contributions may not be less than: (specify dollar amount (not greater than $10,000) and/or percentage of Compensation (not greater than 10%)).
Apply Matching Contribution. For each Plan Year, the Employer's Matching Contribution made with regard to Employee Contributions is (leave blank if there are no Matching Contributions made with regard to Employee Contributions; otherwise, choose one of (c) or (d).):
(c) [n/a] Same as Elective Deferrals. Employee Contributions will be treated the same as Elective Deferrals for purposes of calculating the Matching Contributions under Election 24.
(d) [n/a] Discretionary. See Section 1.35(B). This contribution will be computed as a Flexible Discretionary Match under Section 3.03(A)(2)(b) as though the Employee Contributions were Elective Deferrals.
36. DESIGNATED IRA CONTRIBUTIONS (3.12). Under Election 6(h), a Participant may make Designated IRA Contributions.
Type of IRA contribution. A Participant's Designated IRA Contributions will be (select one of (a), (b), or (c)):
(a) [n/a] Traditional.
(b) [n/a] Roth.
(c) [n/a] Traditional/Roth. As the Participant elects at the time of contribution.
Type of Account. A Participant's Designated IRA Contributions will be held in the following form of Account(s) (select one of (d), (e), or (f)):
(d) [n/a] IRA.
(e) [n/a] Individual Retirement Annuity.
(f) [n/a] IRA/Individual Retirement Annuity. As the Participant elects at the time of contribution.
ARTICLE IV
LIMITATIONS AND TESTING
37. ANNUAL TESTING ELECTIONS (4.06(B)). The Employer makes the following Plan specific annual testing elections under Section 4.06(B):
Nondiscrimination testing. (Select one or more of (a), (b), and (c). Plans other than 401(k) plans should skip except select (a)(4) or (5) if the Plan permits Employee Contributions.):
(a) [X] Traditional 401(k) Plan/ADP/ACP test. The following testing method(s) apply
[Note: The Plan may "split test". For Current Year Testing, See Section 4.11(E). For Prior Year Testing, see Section 4.11(H) and, as to the first Plan Year, see Sections 4.10(B)(4)(f)(iv) and 4.10(C)(5)(e)(iv).]
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ADP Test (Select one of (1) or (2))
(1) [X] Current Year Testing.
(2) [n/a] Prior Year Testing.
ACP Test (Select one of (3), (4), or (5))
(3) [n/a] Not applicable. The Plan does not permit Matching Contributions or Employee Contributions and the Plan Administrator will not recharacterize Elective Deferrals as Employee Contributions for testing.
(4) [X] Current Year Testing.
(5) [n/a] Prior Year Testing.
(b) [n/a] Safe Harbor Plan/No testing or ACP test only. (select one of (1) or (2)):
(1) [n/a] No testing. ADP test safe harbor applies and if applicable, ACP test safe harbor applies. If the Plan permits Employee Contributions, current year ACP testing will apply to Employee Contributions unless otherwise elected below (Choose a. if applicable.).
a. [n/a] Prior Year Testing applies to Employee Contributions.
(2) [n/a] ACP test only. ADP test safe harbor applies, but Plan will perform ACP test as follows (select one of a. or b.):
a. [n/a] Current Year Testing.
b. [n/a] Prior Year Testing.
(c) [n/a] Maybe notice (Election 30(b)). See Section 3.05(I).
[Note: When maintaining a traditional 40 l(k) plan, select (a); when maintaining a safe harbor 401(k) plan, select (b). Skip if SIMPLE 401(k) plan. The Employer may make elections under both the Traditional 401(k) Plan and Safe Harbor Plan elections, in order to accommodate a Plan that applies both testing elections (e.g., Safe Harbor Includible Employees group and tested Otherwise Excludible Employees group). In the absence of an election regarding ADP or ACP tested contributions, Current Year Testing applies.]
HCE determination. The Top‑Paid Group election and the calendar year data election are not used unless elected below (choose one or more of (d) and (e) if applicable):
(d) [X] Top‑paid group election applies.
(e) [n/a] Calendar year data election (fiscal year Plan only) applies.
ARTICLE V
VESTING
38. NORMAL RETIREMENT AGE (5.01). A Participant attains Normal Retirement Age under the Plan on the following date (select one of (a) or (b)):
(a) [X] Specific age. The date the Participant attains age 65 . [Note: The age may not exceed age 65.]
(b) [n/a] Age/participation. The later of the date the Participant attains age or the anniversary of the first day of the Plan Year in which the Participant commenced participation in the Plan. [Note: The age may not exceed age 65 and the anniversary may not exceed the 5th.]
[Note for Money Purchase Pension Plans: The Normal Retirement Age specified must generally be at least age 62; however, a lower age, but not lower than age 55, may be specified if that age is reasonably representative of the typical retirement age for the industry in which the covered workforce is employed. No reliance will be afforded on the Opinion Letter issued to the Plan that (if the Plan is a Money Purchase Pension Plan) an age less than 62 is reasonably representative of the typical retirement age for the industry in which the participants work.]
39. EARLY RETIREMENT AGE (5.01). (select one of (a) or (b)):
(a) [X] Not applicable. The Plan does not provide for an Early Retirement Age.
(b) [n/a] Early Retirement Age. Early Retirement Age is the later of: (i) the date a Participant attains age ; (ii) the date a Participant reaches his/her anniversary of the first day of the Plan Year in which the Participant commenced participation in the Plan; or (iii) the date a Participant completes Years of Service.
[Note: The Employer should leave blank any of clauses (i), (ii), and (iii) which are not applicable.]
"Years of Service" under this Election 39 means (select one of (1) or (2); skip if (b)(iii) NOT elected):
(1) [n/a] Eligibility. Years of Service for eligibility in Election 16.
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(2) [n/a] Vesting. Years of Service for vesting in Elections 42 and 43.
[Note: Election of an Early Retirement Age does not affect the time at which a Participant may receive a Plan distribution. However, a Participant becomes 100% vested at Early Retirement Age.]
40. ACCELERATION ON DEATH OR DISABILITY (5.02). Under Section 5.02, if a Participant incurs a Severance from Employment as a result of death or Disability (select one of (a), (b), or (c)):
(a) [X] Applies. Apply 100% vesting.
(b) [n/a] Not applicable. Do not apply 100% vesting. The Participant's vesting is in accordance with the applicable Plan vesting schedule.
(c) [n/a] Limited application. Apply 100% vesting, but only if a Participant incurs a Severance from Employment as a result of (select one of (1) or (2)):
(1) [n/a] Death.
(2) [n/a] Disability.
41. VESTING SCHEDULE (5.03). A Participant has a 100% Vested interest at all times in his/her Accounts attributable to: (i) Elective Deferrals; (ii) Employee Contributions; (iii) QNECs; (iv) QMACs; (v) Safe Harbor Contributions (other than QACA Safe Harbor Contributions); (vi) SIMPLE Contributions; (vii) Rollover Contributions; (viii) Prevailing Wage Contributions; (ix) DECs; and (x) Designated IRA Contributions. The following vesting schedule applies to Regular Matching Contributions, to Additional Matching Contributions (irrespective of ACP testing status), to Nonelective Contributions (other than Prevailing Wage Contributions) and to QACA Safe Harbor Contributions. (select (a) or (b)):
(a) [n/a] Immediate vesting. 100% Vested at all times in all Accounts.
[Note: Unless all Contribution Types are 100% Vested, the Employer should not elect 41(a). If the Employer elects immediate vesting under 41(a), the Employer should not complete the balance of Election 41 or Elections 42 and 43 (except as noted therein). For 401(k) plans: (i) The Employer must elect 41(a) if the eligibility Service condition under Election 14 as to all Contribution Types (except Elective Deferrals and Safe Harbor Contributions) exceeds one Year of Service or more than 12 months; (ii) The Employer must elect 41(b)(1) as to any Contribution Type where the eligibility service condition exceeds one Year of Service or more than 12 months; and (iii) The Employer should elect 41(b) if any Contribution Type is subject to a vesting schedule. For Money Purchase Pension Plans and Profit Sharing Plans, the Employer must elect 41(a) if the eligibility Service condition exceeds one Year of Service or more than 12 months.]
(b) [X] Vesting schedules: Apply the following vesting schedules (Select one or more of (1) through (6). Select Contribution Type as applicable.):
|
(1) |
|
(2) |
(3) |
(4) |
(5) |
|
All Contributions |
|
Nonelective |
Regular Matching |
Additional Matching (See Section 3.05(F)) |
QACA Safe Harbor |
(1) [n/a] Immediate vesting. |
N/A (See Election 41(a)) |
|
[ ] |
[ ] |
[ ] |
[ ] |
(2) [X] 6‑year graded. |
[X] |
OR |
[ ] |
[ ] |
[ ] |
N/A |
(3) [n/a] 3‑year cliff. |
[ ] |
OR |
[ ] |
[ ] |
[ ] |
N/A |
(4) [n/a] Modified schedule: |
[ ] |
OR |
[ ] |
[ ] |
[ ] |
N/A |
Years of Service |
Vested % |
Not Less Than |
|
Less than 1 |
a. _____ |
0% |
|
1 |
b. _____ |
0% |
|
2 |
c. _____ |
20% |
|
3 |
d. _____ |
40% |
|
4 |
e. _____ |
60% |
|
5 |
f. _____ |
80% |
|
6 or more |
100% |
|
|
(5) [n/a] 2‑year cliff. |
[ ] |
OR |
[ ] |
[ ] |
[ ] |
N/A |
(6) [n/a] Modified 2‑year schedule: |
[ ] |
OR |
[ ] |
[ ] |
[ ] |
N/A |
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Years of Service |
Vested % |
|
|
Less than 1 |
a. _____ |
|
|
1 |
b. _____ |
|
|
2 |
100% |
|
|
[Note: If the Employer does not elect 41(a), the Employer under 41(b) must elect immediate vesting or must elect one of the specified alternative vesting schedules. The modified schedule of Election 41(b)(4) must satisfy Code §411(a)(2)(B).]
[Note for 401(k) plans: The Employer must elect either 41(b)(5) or (6) as to QACA Safe Harbor Contributions. If the Employer elects Additional Matching under Election 30(p), the Employer should elect vesting under the Additional Matching column in this Election 41(b). That election applies to the Additional Matching even if the Employer has given the maybe notice but does not give the supplemental notice for any Plan Year and as to such Plan Years, the Plan is not a safe harbor plan and the Matching Contributions are not Additional Matching Contributions.]
Special vesting provisions (choose c. if applicable)
(c) [X] Describe: Employer contributions transferred from the Lincoln National Bank 401(k) Plan and the Worthington National Bank 401(k) Plan vest at a rate of 20% per year beginning with one year of service.
[Note: The Employer under Election 41(c) may describe special vesting provisions from the elections available under Election 41 and/or a combination thereof as to a: (i) Participant group (e.g., Full vesting applies to Division A Employees OR to Employees hired on/before "x" date. 6-year graded vesting applies to Division B Employees OR to Employees hired after "x" date.); and/or (ii) Contribution Type (e.g., Full vesting applies as to Discretionary Nonelective Contributions. 6-year graded vesting applies to Fixed Nonelective Contributions). Any special vesting provision must satisfy Code §411(a) and must be nondiscriminatory.]
42. YEAR OF SERVICE ‑ VESTING (5.05). (choose (a) and/or (b) if applicable)
[Note: If the Employer elects the Elapsed Time Method for vesting the Employer should not complete this Election 42. If the Employer elects immediate vesting, the Employer should not complete Election 42 or Election 43 unless it elects to apply a Year of Service for vesting under any other Adoption Agreement election.]
(a) [X] Year of Service. An Employee must complete at least 1,000 Hours of Service during a Vesting Computation Period to receive credit for a Year of Service under Article V. [Note: The number may not exceed 1,000. If left blank, the requirement is 1,000 Hours of Service.]
(b) [n/a] Vesting Computation Period- Anniversary Year. The Plan measures a Year of Service based on the Plan Year unless this option is elected.
43. EXCLUDED YEARS OF SERVICE ‑ VESTING (5.05(C)). (select (a) or (b)):
(a) [X] None. None other than as specified in Section 5.05(C)(1).
(b) [n/a] Exclusions. The Plan excludes the following Years of Service for purposes of vesting (select one or more of (1) through (4)):
(1) [n/a] Age 18. Any Year of Service before the Vesting Computation Period during which the Participant attained the age of 18.
(2) [n/a] Prior to Plan establishment. Any Year of Service during the period the Employer did not maintain this Plan or a predecessor plan.
(3) [n/a] Rule of Parity. Any Year of Service excluded under the rule of parity. See Plan Section 5.06(C).
(4) [n/a] Additional exclusions. The following Years of Service: _________________________________________________
[Note: The Employer under Election 43(b)(4) may describe vesting service exclusions provisions available under Election 43 and/or a combination thereof as to a: (i) Participant group (e.g., No exclusions apply to Division A Employees OR to Employees hired on/before "x" date. The age 18 exclusion applies to Division B Employees OR to Employees hired after "x" date.); or (ii) Contribution Type (e.g., No exclusions apply as to Discretionary Nonelective Contributions. The age 18 exclusion applies to Fixed Nonelective Contributions). Any exclusion specified under Election 43(b)(4) must comply with Code §411(a)(4). Any exclusion must be nondiscriminatory.]
ARTICLE VI
DISTRIBUTION OF ACCOUNT BALANCE
44. MANDATORY DISTRIBUTION (6.01(A)(1)/6.08(D)). The Plan provides or does not provide for Mandatory Distribution of a Participant's Vested Account Balance following Severance from Employment, as follows (select one of (a) or (b)):
(a) [n/a] No Mandatory Distribution. The Plan will not make a Mandatory Distribution following Severance from Employment.
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(b) [X] Mandatory Distribution. The Plan will make a Mandatory Distribution following Severance from Employment.
Amount limit. As to a Participant who incurs a Severance from Employment and who will receive distribution before attaining the later of age 62 or Normal Retirement Age, the Mandatory Distribution maximum amount is equal to (select one of (1), (2), or (3)):
(1) [X] $5,000.
(2) [n/a] $1,000.
(3) [n/a] Specify amount: $ (may not exceed $5,000).
[Note: This election only applies to the Mandatory Distribution maximum amount. For other Plan provisions subject to a $5,000 limit, see Appendix B, Election (g)(7).]
Application of Rollovers to amount limit. In determining whether a Participant's Vested Account Balance exceeds the Mandatory Distribution dollar limit in Election 44(b)(1), the Plan will include amounts in the Rollover Contribution Account (if any) unless otherwise elected below (choose (4) if applicable):
(4) [n/a] Disregard Rollover Contribution Account.
Amount of Mandatory Distribution subject to Automatic Rollover. A Mandatory Distribution to a Participant before attaining the later of age 62 or Normal Retirement Age is subject to Automatic Rollover under Section 6.08(D) (choose one of (5) or (6) unless the Employer elects under Elections 44(b)(2) to limit Mandatory Distributions to $1,000 (including Rollover Contributions):
(5) [X] Only if exceeds $1,000. Only if the amount of the Mandatory Distribution exceeds $1,000, which for this purpose must include any Rollover Contributions Account.
(6) [n/a] Specify lesser amount. Only if the amount of the Mandatory Distribution is at least: $ (specify $1,000 or less), which for this purpose must include any Rollover Contributions Account.
Required distribution at Normal Retirement Age (choose (c) if applicable)
(c) [n/a] A severed Participant may not elect to delay distribution beyond the later of age 62 or Normal Retirement Age.
45. SEVERANCE DISTRIBUTION TIMING (6.01). Subject to the timing limitations of Section 6.01(A)(1) in the case of a Mandatory Distribution, or in the case of any Distribution Requiring Consent under Section 6.01(A)(2), for which consent is received, the Plan Administrator will instruct the Trustee to distribute a Participant's Vested Account Balance as soon as is administratively practical following the time specified below (select one or more of (a) through (i)):
[Note: If a Participant dies after Severance from Employment but before receiving distribution of all of his/her Account, the elections under this Election 45 no longer apply. See Section 6.01(B) and Election 49.]
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|
(1) |
(2) |
|
Mandatory Distribution |
Distribution Requiring Consent |
(a) [X] Immediate. Immediately following Severance from Employment. |
[X] |
[X] |
(b) [n/a] Next Valuation Date. After the next Valuation Date following Severance from Employment. |
[ ] |
|
(c) [n/a] Plan Year. In the Plan Year following Severance from Employment (e.g., next or fifth). |
[ ] |
[ ] |
(d) [n/a] Plan Year quarter. In the Plan Year quarter following Severance from Employment (e.g., next or fifth). |
[ ] |
[ ] |
(e) [n/a] Contribution Type Accounts. (specify timing) as to the Participant's Account(s) and (specify timing) as to the Participant's Account(s) (e.g. for 401(k) plans, as soon as is practical following Severance from Employment as to the Participant's Elective Deferral Account and as soon as is practical in the next Plan Year following Severance from Employment as to the Participant's Nonelective and Matching Accounts). |
[ ] |
[ ] |
(f) [n/a] Vesting controlled timing. If the Participant's total Vested Account Balance exceeds $ , distribute (specify timing) and if the Participant's total Vested Account Balance does not exceed $ , distribute (specify timing). |
[ ] |
[ ] |
(g)[n/a] Distribute at Normal Retirement Age. As to a Mandatory Distribution, distribute not later than 60 days after the beginning of the Plan Year following the Plan Year in which the previously severed Participant attains the earlier of Normal Retirement Age or age 65. [Note: An election under column (2) only will have effect if the Plan's NRA is less than age 62.] |
[ ] |
[ ] |
(h) [n/a] No buy‑back/vesting controlled timing. Distribute as soon as is practical following Severance from Employment if the Participant is fully Vested. Distribute as soon as is practical following a Forfeiture Break in Service if the Participant is not fully Vested. |
[ ] |
[ ] |
(i) [n/a] Describe Severance from Employment distribution timing: _________________________________________________
[Note: The Employer under Election 45(i) may describe Severance from Employment distribution timing provisions from the elections available under Election 45 and/or a combination thereof as to any: (i) Participant group (e.g., Immediate distribution after Severance from Employment applies to Division A Employees OR to Employees hired on/before "x" date. Distribution after the next Valuation Date following Severance from Employment applies to Division B Employees OR to Employees hired after "x" date.); (ii) Contribution Type and Participant group (e.g., As to Division A Employees, immediate distribution after Severance from Employment applies as to Elective Deferral Accounts and distribution after the next Valuation Date following Severance from Employment applies to Nonelective Contribution Accounts); and/or (iii) merged plan account now held in the Plan (e.g., The accounts from the X plan merged into this Plan continue to be distributable in accordance with the X plan terms [supply terms] and not in accordance with the terms of this Plan). An Employer's election under Election 45(i) must: (i) be objectively determinable; (ii) not be subject to Employer discretion; (iii) comply with Code §401(a)(14) timing requirements; (iv) be nondiscriminatory and (v) preserve Protected Benefits as required.]
Acceleration. Notwithstanding any later specified distribution date in Election 45, a Participant may elect an earlier distribution following Severance from Employment (Choose (j) and/or (k) if applicable.):
(j) [n/a] Disability. If Severance from Employment is on account of Disability or if the Participant incurs a Disability following Severance from Employment.
(k) [X] Hardship. If the Participant incurs a hardship under Section 6.07(B) following Severance from Employment.
46. IN‑SERVICE DISTRIBUTIONS/EVENTS (6.01(C)). A Participant may elect an In‑Service Distribution of the designated Contribution Type Accounts based on any of the following events in accordance with Section 6.01(C) (Choose one of (a) or (b).):
[Note: Prevailing Wage Contributions are treated as Nonelective Contributions. See Section 6.01(C)(4)(d) if the Employer elects to use Prevailing Wage Contributions to offset other contributions.
(a) [n/a] None. The Plan does not permit any In‑Service Distributions except as to any of the following (if applicable): (i) RMDs under Section 6.02; (ii) Protected Benefits; and (iii) Designated IRA Contributions. Also see Section 6.01(C)(4)(e) with regard to Rollover Contributions, Employee Contributions and DECs.
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(b) [X] Permitted. In‑Service Distributions are permitted as follows (For Money Purchase Pension Contributions, select one or more of (1), (2), (3) and (9). For Profit Sharing Plans, select one or more of (1) through (6), (8) and (9). For 401(k) Plans, select one or more of (1) through (9). Select Contribution Type as applicable.):
[Note for 401(k) plans: Unless the Employer elects otherwise in Election (b)(9) below, Elective Deferrals under Election 46(b) includes Pre‑Tax and Roth Deferrals and Matching Contributions includes Additional Matching Contributions (irrespective of the Plan's ACP testing status).]
|
(1) |
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(2) |
(3) |
(4) |
(5) |
(6) |
(7) |
|
All Contrib. |
|
Elective Deferrals |
Safe Harbor Contrib. |
QNECs |
QMACs |
Matching Contrib. |
Nonelective/ SIMPLE |
(1) [n/a] None. Except for Election 46(a) exceptions. |
N/A (See Election 46(a)) |
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[ ] |
[ ] |
[ ] |
[ ] |
[ ] |
[ ] |
(2) [X] Age (select one or more of a. through d.): |
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|
a. [X] Age 65 (must be at least 59 1/2). |
[X] |
OR |
[ ] |
[ ] |
[ ] |
[ ] |
[ ] |
[ ] |
b. [n/a] Age (may be less than 59 1/2). |
N/A |
|
N/A |
N/A |
N/A |
N/A |
[ ] |
[ ] |
c. [n/a] Normal Retirement |
[ ] |
OR |
[ ] |
[ ] |
[ ] |
[ ] |
[ ] |
[ ] |
d. [n/a] Early Retirement Age. |
[ ] |
OR |
[ ] |
[ ] |
[ ] |
[ ] |
[ ] |
[ ] |
[Note: In a 401(k) plan, Elections c. and d. do not apply to Elective Deferrals, Safe Harbor Contributions, QNECs, or QMACs unless the Participant has attained age 59 1/2.]
[Note for Money Purchase Pension Contributions: None of the elections a. though d. applies to a Money Purchase Pension Contribution unless the Participant has attained the earlier of age 62 or Normal Retirement Age]
(3) [n/a] Disability. |
[ ] |
OR |
[ ] |
[ ] |
[ ] |
[ ] |
[ ] |
[ ] |
(4) [X] Hardship (Choose one or both of a. and b.): |
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a. [X] Hardship (safe harbor). See Section 6.07(A). |
N/A |
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[X] |
N/A |
N/A |
N/A |
[ ] |
[ ] |
b. [n/a] Hardship (non‑safe harbor). See Section 6.07(B). |
N/A |
|
[ ] |
N/A |
N/A |
N/A |
[ ] |
[ ] |
(5) [n/a] year contributions. (specify minimum of two years) See Section 6.01(C)(4)(a)(i). |
N/A |
|
N/A |
N/A |
N/A |
N/A |
[ ] |
[ ] |
(6) [n/a] months of participation. (specify minimum of 60 months) See Section 6.01(C)(4)(a)(ii). |
N/A |
|
N/A |
N/A |
N/A |
N/A |
[ ] |
[ ] |
(7) [X] Qualified Reservist Distribution. See Section 6.01(C)(4)(b)(iii). (may only be selected with 401(k) plans) |
N/A |
|
[X] |
N/A |
N/A |
N/A |
N/A |
N/A |
(8) [n/a] Deemed Severance Distribution. See Section 6.11. |
[ ] |
|
[ ] |
[ ] |
[ ] |
[ ] |
[ ] |
[ ] |
[Note for Money Purchase Pension Contributions: Elections (4) through (8) do not apply.]
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(9) [X] Describe: A Participant’s vested benefits related to accounts transferred from the Wilcox & Jones, Inc. 401(k) Retirement Savings Plan, the Lincoln National Bank 401(k) Plan, or the Worthington National Bank 401(k) Plan may be distributed at the request of the applicable Participant upon such Participant attaining age 59 1/2. In addition, a Participant’s benefits related to Elective Deferral Accounts transferred from the Ramey and Walsh Bank Group Savings Incentive and Profit Sharing Plan may be distributed to such Participant upon the Participant attaining age 59 1/2. In addition, a Participant's elective deferral, matching contribution, QNEC and QMAC accounts transferred from the First Bank & Trust Company 401(k) Retirement Savings Plan may be distributed at the request of the Participant beginning as of the date the Participant attains age 59 1/2. A Participant's vested benefits related to accounts transferred from Pegasus Bank 401(k) Plan may be distributed at the request of the applicable Participant upon such Participant attaining age 59 /2.
[Note: The Employer under Election 46(b)(9) may describe In‑Service Distribution provisions from the elections otherwise available under Election 46 and/or a combination thereof as to any: (i) Participant group (e.g., Division A Employee Accounts are distributable at age 59 1/2 OR Accounts of Employees hired on/before "x" date are distributable at age 59 1/2. No In-Service Distributions apply to Division B Employees OR to Employees hired after "x" date.); (ii) Contribution Type (e.g., Discretionary Nonelective Contribution Accounts are distributable on Disability. Fixed Nonelective Contribution Accounts are distributable on Disability or Hardship (non-safe harbor)); and/or (iii) merged plan account now held in the Plan (e.g., The accounts from the X plan merged into this Plan continue to be distributable in accordance with the X plan terms [supply terms] and not in accordance with the terms of this Plan). An Employer's election under Election 46(b)(9) must: (i) be objectively determinable; (ii) not be subject to Employer discretion; (iii) preserve Protected Benefits as required; (iv) be nondiscriminatory; and (v) not permit an "early" distribution of any Restricted 401(k) Accounts or Restricted Pension Accounts. See Sections 6.01(C)(4) and 11.02(C)(3).]
47. IN‑SERVICE DISTRIBUTIONS/ADDITIONAL CONDITIONS (6.01(C)). Unless otherwise elected below, a Participant may elect to receive an In‑Service Distribution upon any Election 46(b) event without further condition, provided that the amount distributed may not exceed the Vested amount in the distributing Account (choose one or more of (a) through (f) if applicable):
(a) [n/a] 100% vesting required. A Participant may not receive an In‑Service Distribution unless the Participant is 100% Vested in the distributing Account. This restriction applies to (select one or more of (1), (2), or (3)):
(1) [n/a] Hardship distributions. Distributions based on hardship. (does not apply for Money Purchase Pension Plans)
(2) [n/a] Deemed Severance. Distributions based on Deemed Severance under Section 6.11.
(3) [n/a] Other In‑Service. In‑Service distributions other than distributions based on hardship or Deemed Severance.
(b) [n/a] Minimum amount. A Participant may not receive an In‑Service Distribution in an amount which is less than: $ (specify amount not exceeding $1,000). This restriction applies to (Select one or more of (1), (2), or (3)):
(1) [n/a] Hardship distributions. Distributions based on hardship. (does not apply for Money Purchase Pension Plans)
(2) [n/a] Deemed Severance. Distributions based on Deemed Severance under Section 6.11.
(3) [n/a] Other In‑Service. In‑Service distributions other than distributions based on hardship or Deemed Severance.
(c) [n/a] Roth In-Service. A Participant may not receive an In‑Service Distribution from the Participant's Roth Deferral Account unless it is a qualified distribution as defined in Code §402A(d)(2). (may only be selected with 401(k) plans)
(d) [n/a] Maximum Number. The maximum number of In-Service Distributions a Participant may receive during a Plan Year is
(Specify a number at least equal to 1. If (d) is not elected, the Plan Administrator, by policy, can impose a limitation).
(e) [n/a] Beneficiary's hardship need. A Participant's hardship does not include an immediate and heavy financial need of the Participant's primary Individual Beneficiary under the Plan, as described in Section 6.07(G).
(f) [n/a] Describe other conditions: _________________________________________________________
[Note: An Employer's election under Election 47(f) must: (i) be objectively determinable; (ii) not be subject to Employer discretion; (iii) preserve Protected Benefits as required; (iv) be nondiscriminatory; and (v) not permit an "early" distribution of any Restricted 401(k) Accounts or Restricted Pension Accounts. See Section 6.01(C)(4).]
48. POST‑SEVERANCE AND LIFETIME RMD DISTRIBUTION METHODS (6.03). A Participant whose Vested Account Balance exceeds $5,000 (or any lesser amount elected in Appendix B, Election (g)(7)): (i) who has incurred a Severance from Employment and will receive a distribution; or (ii) who remains employed but who must receive lifetime RMDs, may elect distribution under one of the following method(s) of distribution described in Section 6.03 and subject to any Section 6.03 limitations. (Select one or more of (a) through (g).):
[Note: If a Participant dies after Severance from Employment but before receiving distribution of all of his/her Account, the elections under this Election 48 no longer apply. See Section 6.01(B) and Election 49.]
(a) [X] Lump‑Sum. See Section 6.03(A)(3).
(b) [X] Installments. See Section 6.03(A)(4).
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(c) [n/a] Installments only if Participant subject to lifetime RMDs. A Participant who is required to receive lifetime RMDs may receive installments payable in monthly, quarterly, semi-annual or annual installments equal to or exceeding the annual RMD amount. See Sections 6.02(A) and 6.03(A)(4)(a).
(d) [n/a] Alternative Annuity: ____________________________________________________________________________________. See Section 6.03(A)(5).
[Note: Under a Plan which is subject to the joint and survivor annuity distribution requirements of Section 6.04 (Election 50(b)), the Employer may elect under 48(d) to offer one or more additional annuities (Alternative Annuity) to the Plan's QJSA, QPSA or QOSA. The Alternative Annuity could be a QLAC, described in Section 6.02(E)(6)(b)]
(e) [X] Partial distributions. See Section 6.03(A)(6). Also known as Ad-Hoc distributions.
(f) [n/a] Partial distributions only if Participant subject to lifetime RMDs. A Participant who is required to receive lifetime RMDs may receive Partial Distributions equal to or exceeding the annual RMD amount. See Sections 6.02(A) and 6.03(A)(6)(a).
(g) [n/a] Describe distribution method(s):________________________________________________________________________.
[Note: The Employer under Election 48(g) may describe Severance from Employment distribution methods from the elections available under Election 48 and/or a combination thereof as to any: (i) Participant group (e.g., Division A Employee Accounts are distributable in a Lump-Sum OR Accounts of Employees hired after "x" date are distributable in a Lump-Sum. Division B Employee Accounts are distributable in a Lump-Sum or in Installments OR Accounts of Employees hired on/before "x" date are distributable in a Lump-Sum or in Installments.); (ii) Contribution Type (e.g., Discretionary Nonelective Contribution Accounts are distributable in a Lump-Sum. Fixed Nonelective Contribution Accounts are distributable in a Lump‑Sum or in Installments); and/or (iii) merged plan account now held in the Plan (e.g., The accounts from the X plan merged into this Plan continue to be distributable in accordance with the X plan terms [supply terms] and not in accordance with the terms of this Plan). An Employer's election under Election 48(g) must: (i) be objectively determinable; (ii) not be subject to Employer, Plan Administrator or Trustee discretion; (iii) be nondiscriminatory; and (iv) preserve Protected Benefits as required.]
49. BENEFICIARY DISTRIBUTION ELECTIONS (6.01(B)). Distributions following a Participant's death will be made or begin as follows:
5-year; Life Expectancy (6.02(B)(1)(e)). If the Participant dies before the DCD and the Beneficiary is a designated Beneficiary, the deadline to commence RMDs will be determined as follows (Select one of (a) through (d).):
(a) [n/a] Beneficiary election. The Designated Beneficiary may elect application of the 5-year rule or the Life Expectancy rule. If the Beneficiary does not make a timely election (Select one of (1) or (2)):
(1) [n/a] 5-year rule. The 5-year rule applies to the Beneficiary.
(2) [n/a] Life Expectancy Rule. The Life Expectancy rule applies to the Beneficiary.
(b) [n/a] 5-year rule. The 5-year rule applies to the Beneficiary.
(c) [n/a] Life Expectancy rule. The Life Expectancy rule applies to the Beneficiary.
(d) [X] Other: Immediately following the Participant's death provided that the consent of the spouse or beneficiary is required for any distribution to be made prior to the date the Participant would have attained age 62 or normal retirement date as defined in Code Section 411(a)(8) (Describe, e.g., the 5‑year rule applies to all Beneficiaries other than a surviving spouse Beneficiary.)
Commencement of distributions to Beneficiary. (6.01(B)) Distributions to a Beneficiary will commence at such time as the Beneficiary may elect, consistent with Section 6.02, or if earlier, the time elected below. (Choose one of (e), (f), or (g) if applicable):
(e) [n/a] Immediate. As soon as practical following the Participant's death and the determination of the Beneficiary.
(f) [n/a] Next Calendar Year. On or before the last day of the calendar year which next follows the calendar year of the Participant's death.
(g) [n/a] Describe: _________________________________________________________________________________.
[Note: The Employer under Election 49(g) may describe an alternative distribution timing or afford the Beneficiary an election which is narrower than that otherwise permitted under this election), or include special provisions related to certain beneficiaries. However, any election under Election 49(g) must require distribution to commence no later than the Section 6.02 required date.]
50. JOINT AND SURVIVOR ANNUITY REQUIREMENTS (6.04). The joint and survivor annuity distribution requirements of Section 6.04 (Unless this is a Money Purchase Pension Plan, select one of (a) or (b). If this is a Money Purchase Pension Plan, select (b)):
(a) [X] Profit sharing exception. Do not apply to an Exempt Participant, as described in Section 6.04(G)(1), but apply to any other Participants (or to a portion of their Account as described in Section 6.04(G)).
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One‑year marriage rule. Under Section 7.05(A)(3) relating to an Exempt Participant's Beneficiary designation under the profit sharing exception (select one of (1) or (2)):
(1) [n/a] Applies. The one‑year marriage rule applies.
(2) [X] Does not apply. The one‑year marriage rule does not apply.
(b) [n/a] Joint and survivor annuity applicable. Section 6.04 applies to all Participants.
One‑year marriage rule. Under Section 6.04(B) relating to the QPSA (select one of (1) or (2)):
(1) [n/a] Applies. The one‑year marriage rule applies.
(2) [n/a] Does not apply. The one‑year marriage rule does not apply.
ARTICLE XII
MULTIPLE EMPLOYER PLAN
51. MULTIPLE EMPLOYER PLAN (12.01/12.02/12.03). The Employer makes the following elections regarding the Plan's Multiple Employer Plan status and the application of Article XII (select one of (a) or (b)):
(a) [X] Not applicable. The Plan is not a Multiple Employer Plan and Article XII does not apply.
(b) [n/a] Applies. The Plan is a Multiple Employer Plan and the Article XII Effective Date is: . The Employer makes the following additional elections (choose (1) and/or (2) if applicable):
(1) [n/a] Participating Employer may modify. See Section 12.03. A Participating Employer in the Participation Agreement may modify Adoption Agreement elections applicable to each Participating Employer (including electing to not apply Adoption Agreement elections) as follows (select one of a. or b.; choose c. if applicable):
a. [n/a] All. May modify all elections.
b. [n/a] Specified elections. May modify the following elections: (specify by election number).
c. [n/a] Restrictions. May modify subject to the following additional restrictions: (Specify restrictions. Any restrictions must be definitely determinable and may not violate Code §412 or the regulations thereunder.).
(2) [n/a] Lead Employer will not participate. See Section 12.02(B). The Lead Employer is not a Participating Employer. The Employees of the Lead Employer, in their capacity as such, will be Excluded Employees.
[Note: If Election (b)(1) above is not chosen, Participating Employers may not modify any Adoption Agreement elections. The Participation Agreement must be consistent with this Election 51(b)(1). Any Participating Employer election in the Participation Agreement which is not permitted under this Election 51(b)(1) is of no force or effect and the applicable election in the Adoption Agreement applies.]
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EXECUTION PAGE
The Employer, by executing this Adoption Agreement, hereby agrees to the provisions of this Plan.
Employer: BancFirst Corporation
Date: ______10-27-22_______________________________
Signed: ____/s/ Randy Foraker_________________________
Randy Foraker, EVP and Secretary______________________
[print name/title]
Use of Adoption Agreement. Failure to complete properly the elections in this Adoption Agreement may result in disqualification of the Employer's Plan. The Employer only may use this Adoption Agreement in conjunction with the basic plan document referenced by its document number on Adoption Agreement page one. A Money Purchase Pension Plan must be a separate plan (with a separate Adoption Agreement) from a Profit Sharing Plan or 401(k) Plan.
Execution for Page Substitution Amendment Only. If this paragraph is completed, this Execution Page documents an amendment to Adoption Agreement Election(s) effective , by substitute Adoption Agreement page number(s) . The Employer should retain all Adoption Agreement Execution Pages and amended pages. [Note: The Effective Date may be retroactive or may be prospective.]
Provider. The Provider, McAfee & Taft A Professional Corporation will notify all adopting Employers of any amendment to this Pre-approved Plan or of any abandonment or discontinuance by the Provider of its maintenance of this Pre-approved Plan. For inquiries regarding the adoption of the Pre-approved Plan, the Provider's intended meaning of any Plan provisions or the effect of the Opinion Letter issued to the Provider, please contact the Provider or the Provider's representative
Provider Name: McAfee & Taft A Professional Corporation
Address: 8th Floor, Two Leadership Square, Oklahoma City, OK, 73102
Telephone Number: 405-235-9621
Email address (optional): _________________________________
Reliance on Provider Opinion Letter. The Provider has obtained from the IRS an Opinion Letter specifying the form of this Adoption Agreement and the basic plan document satisfy, as of the date of the Opinion Letter, Code §401. An adopting Employer may rely on the Provider's IRS Opinion Letter only to the extent provided in Rev. Proc. 2017‑41. The Employer may not rely on the Opinion Letter in certain other circumstances or with respect to certain qualification requirements, which are specified in the Opinion Letter and in Rev. Proc. 2017‑41 or subsequent guidance. In order to have reliance in such circumstances or with respect to such qualification requirements, the Employer must apply for a determination letter to Employee Plans Determinations of the IRS.
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APPENDIX A
SPECIAL RETROACTIVE OR PROSPECTIVE EFFECTIVE DATES
SPECIAL EFFECTIVE DATES (1.20). The Employer elects or does not elect Appendix A special Effective Date(s) as follows. (select (a) or select one or more of (b) through (r) as applicable.):
[Note: If the Employer elects (a), do not complete the balance of this Appendix A.]
(a) [X] Not applicable. The Employer does not elect any Appendix A special Effective Dates.
[Note: The Employer may use this Appendix A to specify an Effective Date for one or more Adoption Agreement elections which does not correspond to the Plan's new Plan or Restated Plan Effective Date under Election 4. As to Restated Plans, for periods prior to: (i) the below‑specified special Effective Date(s); or (ii) the Restated Plan's general Effective Date under Election 4, as applicable, the Plan terms in effect prior to its restatement under this Adoption Agreement control for purposes of the designated provisions.]
(b) [n/a] Plan and Contribution Types (1.12). The Contribution Types under Election(s) 5 and 6 are effective:
.
(c) [n/a] Disability (1.16). The Disability definition under Election 7 is effective: .
(d) [n/a] Excluded Employees (1.22(D)). The Excluded Employee provisions under Election(s) 8 are effective:
.
(e) [n/a] Compensation (1.11). The Compensation definition under Election(s) (specify 9‑11 as applicable) are effective:
.
(f) [n/a] Hour of Service/Elective Service Crediting (1.32/1.59(C)). The Hour of Service and/or elective Service crediting provisions under Election(s) (specify 12‑13 as applicable) are effective: .
(g) [n/a] Eligibility (2.01‑2.03). The eligibility provisions under Election(s) (specify 14‑19 as applicable) are effective:
.
(h) [n/a] Elective Deferrals (3.02(A)‑(D)). The Elective Deferral provisions under Election(s) (specify 20‑23 as applicable) are effective: . (only applies to 401(k) plans)
(i) [n/a] Matching Contributions (3.03). The Matching Contribution provisions under Election(s) (specify 24‑26 as applicable) are effective: . (only applies to 401(k) plans)
(j) [n/a] Nonelective And Money Purchase Pension Plan Contributions (3.04). The Nonelective and Money Purchase Pension Plan Contribution provisions under Election(s) (specify 27-29 as applicable) are effective: .
(k) [n/a] 401(k) safe harbor (3.05). The 401(k) safe harbor provisions under Election(s) 30 are effective:
. (only applies to 401(k) plans)
(l) [n/a] Allocation conditions (3.06). The allocation conditions under Election(s) (specify 31-32 as applicable) are effective: .
(m) [n/a] Forfeitures (3.07). The forfeiture allocation provisions under Election(s) 33 are effective: ______________.
n) [n/a] Employee Contributions (3.09). The Employee Contribution provisions under Election(s) 35 are effective:
.
(o) [n/a] Testing elections (4.06(B)). The testing elections under Election(s) 37 are effective: .
(p) [n/a] Vesting (5.03). The vesting provisions under Election(s) (specify 38-43 as applicable) are effective:
.
(q) [n/a] Distributions (6.01, 6.03 and 6.04). The distribution elections under Election(s) (specify 44-50 as applicable) are effective: .
(r) [n/a] Special Effective Date(s) for other elections (specify elections and dates): .
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APPENDIX B
BASIC PLAN DOCUMENT OVERRIDE ELECTIONS
BASIC PLAN OVERRIDES. The Employer elects or does not elect to override various basic plan provisions as follows (select (a) or select one or more of (b) through (m) as applicable):
[Note: If the Employer elects (a), do not complete the balance of this Appendix B.]
(a) [n/a] Not applicable. The Employer does not elect to override any basic plan provisions.
[Note: The Employer at the time of restating its Plan with this Adoption Agreement may make an election on Appendix A (Election 55(s)) to specify a special Effective Date for any override provision the Employer elects in this Appendix B. If the Employer, after it has executed this Adoption Agreement, later amends its Plan to change any election on this Appendix B, the Employer should document the Effective Date of the Appendix B amendment on the Execution Page or otherwise in the amendment.]
(b) [X] Definition (Article I) overrides. (choose one or more of (1) through (9) as applicable):
(1) [n/a] W‑2 Compensation exclusion of paid/reimbursed moving expenses (1.11(B)(1)). W‑2 Compensation excludes amounts paid or reimbursed by the Employer for moving expenses incurred by an Employee, but only to the extent that, at the time of payment, it is reasonable to believe that the Employee may deduct these amounts under Code §217.
(2) [n/a] Alternative (general) 415 Compensation (1.11(B)(4)). The Employer elects to apply the alternative (general) 415 definition of Compensation in lieu of simplified 415 Compensation.
(3) [n/a] Inclusion of Deemed 125 Compensation (1.11(C)). Compensation under Section 1.11 includes Deemed 125 Compensation.
(4) [n/a] Inclusion of Deemed Disability Compensation (1.11(K)). Include Deemed Disability Compensation.(select one of a. or b.):
a. [n/a] NHCEs only. Apply only to disabled NHCEs.
b. [n/a] All Participants. Apply to all disabled Participants. The Employer will make Employer Contributions for such disabled Participants for: (specify a fixed or determinable period).
(5) [X] Treatment of Differential Wage Payments (1.11(L)). In lieu of the provisions of Section 1.11(L), the Employer elects the following (select one or more of a., b., c., and d.):
a. [X] Effective date. The inclusion is effective for Plan Years beginning after December 31, 2008 (may not be earlier than December 31, 2008).
b. [n/a] Elective Deferrals only. The inclusion only applies to Compensation for purposes of Elective Deferrals. (only applies to 401(k) plans)
c. [n/a] Not included. The inclusion does not apply to Compensation for purposes of any Contribution Type.
d. [n/a] Other: (specify other Contribution Type Compensation which includes Differential Wage Payments)
(6) [n/a] Leased Employees (1.22(B)). (select one or both of a. and b.):
a. [n/a] Inclusion of Leased Employees (1.22(B)). The Employer for purposes of the following Contribution Types, does not exclude Leased Employees: (specify Contribution Types).
b. [n/a] Offset if contributions to leasing organization plan (1.22(B)(2)). The Employer will reduce allocations to this Plan for any Leased Employee to the extent that the leasing organization contributes to or provides benefits under a leasing organization plan to or for the Leased Employee and which are attributable to the Leased Employee's services for the Employer. The amount of the offset is as follows:
[Note: The election of an offset under this Election (b)(6)b. may require that the Employer aggregate its plan with the leasing organization's plan for coverage and nondiscrimination testing.]
(7) [n/a] Inclusion of Reclassified Employees (1.22(D)(3)). The Employer for purposes of the following Contribution Types, does not exclude Reclassified Employees (or the following categories of Reclassified Employees): (specify Contribution Types and/or categories of Reclassified Employees).
(8) [n/a] Inclusion of Coverage Transition Employees (1.22(D)(6)). Coverage Transition Employees are not Excluded Employees.
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(9) [n/a] Part-time/Temporary/Seasonal Employee Specification. The exclusion in Election 8(k) is limited to Employees the Employer categorizes on its payroll records as (select one or more of a., b. or c.):
a. [n/a] Part-time.
b. [n/a] Temporary.
c. [n/a] Seasonal.
(c) [n/a] Rule of parity ‑ participation (Article II) override (2.03(D)). For purposes of Plan participation, the Plan applies the "rule of parity" under Code §410(a)(5)(D).
(d) [X] Contribution/allocation (Article III) overrides. (choose one or more of (1) through (9) as applicable.):
(1) [n/a] Elective Deferral overrides. (select one or more of a. or b.) (only applies to 401(k) plans)
a. [n/a] Deferral limit on bonuses. If the Plan Administrator provides a separate deferral election form for bonuses and/or other irregular compensation (see Section 1.11(G)), notwithstanding Election 20, the maximum amount of such compensation that may be deferred is %. (specify percentage limit.). This limit applies to (select one of 1. or 2.):
1. [n/a] All Participants
2. [n/a] HCEs
b [n/a] Treatment of Automatic Deferrals as Roth Deferrals (3.02(B)). The Employer elects to treat Automatic Deferrals as Roth Deferrals in lieu of treating Automatic Deferrals as Pre‑Tax Deferrals.
(2) [n/a] No offset of Safe Harbor Contributions to other allocations (3.05(E)(12)). Any Safe Harbor Nonelective Contributions allocated to a Participant's account will not be applied toward (offset) any allocation to the Participant of a non‑Safe Harbor Nonelective Contribution. (only applies to 401(k) plans)
(3) [n/a] Short Plan Year or allocation period (3.06(B)(1)(c)). The Plan Administrator (select one of a. or b.):
a. [n/a] No pro‑ration. Will not pro‑rate Hours of Service in any short allocation period.
b. [n/a] Pro‑ration based on months. Will pro‑rate any Hour of Service requirement based on the number of months in the short allocation period.
(4) [n/a] Limited waiver of allocation conditions for rehired Participants (3.06(G)). The allocation conditions the Employer has elected in the Adoption Agreement do not apply to rehired Participants in the Plan Year they resume participation, as described in Section 3.06(G).
(5) [n/a] Matching overrides. (select one or more of a., b., or c.) (only applies to 401(k) plans)
a. [n/a] Matching on Pre-entry Deferrals (3.03(A)). Instead of disregarding pre-entry deferrals, the Plan Administrator will take Elective Deferrals into account in computing Matching Contributions, even if the deferrals were made before the Participant became eligible for the match.
b. [n/a] Associated Match forfeiture timing (3.07(A)(1)(c)). Forfeiture of associated matching contributions occurs in the Testing Year.
c. [n/a] 403(b) plans (3.03(A)(6)). The Plan will match Elective Deferrals to the Employer's 403(b) plan or plans, as though they were Elective Deferrals to this Plan.
d. [n/a] Operational QNECs (3.04(C)(2)). Operational QNECs will be allocated: (select one of 1., 2., or 3. if applicable; select 4. if applicable).
1. [ ] Pro rata in relation to Compensation.
2. [ ] In the same dollar amount without regard to Compensation (flat dollar).
3. [ ] Under the classification allocation method described in Section 3.06(C)(6), subject to the Group Allocation Limitations of Section 3.14.
4. [ ] To NHCE ACP Participants.
(6) [n/a] Forfeiture overrides. (select one or both of a. or b.) (only applies to 401(k) plans)
a. [n/a] Safe Harbor top‑heavy exempt fail‑safe (3.07(A)(4)). In lieu of ordering forfeitures as (a), (b), and (c) under Section 3.07(A)(4), the Employer establishes the following forfeiture ordering rules (specify the ordering rules, for example, (b), (c), and (a).): .
b. [n/a] QNEC Restriction (3.07(A)(7)). The QNEC Restriction will expire on: (may not be earlier than the first Plan Year ending after January 17, 2017.)
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(7) [X] HEART Act continued benefit accrual (3.11(K)). The Employer elects to apply the benefit accrual provisions of Section 3.11(K). The provisions are effective as of (select one or both of a. or b.):
a. [X] Effective Date. The first day of the 2007 Plan Year (may not be earlier than the first day of the 2007 Plan Year).
b. [n/a] No longer effective. The provisions no longer apply effective as of .
(8) [n/a] Classifications allocation formula (3.04(B)(3)). If a Participant shifts from one classification to another during a Plan Year, the Plan Administrator will apportion the Participant's allocation during that Plan Year (select one of a., b., or c.):
a. [n/a] Months in each classification. Pro rata based on the number of months the Participant spent in each classification.
b. [n/a] Days in each classification. Pro rata based on the number of days the Participant spent in each classification.
c. [n/a] One classification only. The Employer in a nondiscriminatory manner will direct the Plan Administrator to place the Participant in only one classification for the entire Plan Year during which the shift occurs.
(9) [n/a] Suspension (3.06(F)(3)). The Plan Administrator in applying Section 3.06(F) will (select one or more of a., b., and c.):
a. [n/a] Re‑order tiers. Apply the suspension tiers in Section 3.06(F)(2) in the following order: (specify order).
b. [n/a] Hours of Service tie‑breaker. Apply the greatest Hours of Service as the tie‑breaker within a suspension tier in lieu of applying the lowest Compensation.
c. [n/a] Additional/other tiers. Apply the following additional or other tiers: (specify suspension tiers and ordering). [Note: The Opinion Letter provides no reliance on the language specified at this option.]
(e) [X] Testing (Article IV) overrides. (choose one or both of (1) and (2) as applicable):
(1) [n/a] First few weeks rule for Code §415 testing Compensation (4.05(F)(1)). The Plan applies the first few weeks rule in Section 4.05(F)(1).
(2) [X] Post‑Severance Compensation for Code §415 testing Compensation (4.05(F)). The Employer elects the following adjustments to Post-Severance Compensation for purposes of determining 415 testing Compensation (select one or more of a. through d.):
[Note: Under the basic plan document, if the Employer does not elect any adjustments, post-severance compensation includes leave cash-outs and deferred compensation, and excludes military and disability continuation payments.]
a. [X] Exclude leave cash‑outs. See Section 1.11(I)(1)(b).
b. [X] Exclude deferred compensation. See Section 1.11(I)(1)(c).
c. [n/a] Include salary continuation for military service. See Section 1.11(I)(2).
d. [n/a] Include salary continuation for disabled Participants. See Section 1.11(I)(3). (select one of 1. or 2.):
1. [n/a] For Nonhighly Compensated Employees only.
2. [n/a] For all Participants. In which case the salary continuation will continue for the following fixed or determinable period:__________________________________________________________.
(f) [n/a] Vesting (Article V) overrides. (choose one or more of (1) through (6) as applicable):
(1) [n/a] Early Retirement Age (5.01). Full vesting does not apply when an Employee attains Early Retirement Age.
(2) [n/a] Alternative "grossed‑up" vesting formula (5.03(C)(2)). The Employer elects the alternative vesting formula described in Section 5.03(C)(2).
(3) [n/a] Source of Cash‑Out forfeiture restoration (5.04(B)(5)). To restore a Participant's Account Balance as described in Section 5.04(B)(5), the Plan Administrator, to the extent necessary, will allocate from the following source(s) and in the following order (specify, in order, one or more of the following: Forfeitures, Earnings, and/or Employer Contribution): _________.
(4) [n/a] Deemed Cash‑Out of 0% Vested Participant (5.04(C)). The deemed cash‑out rule of Section 5.04(C) does not apply to the Plan.
(5) [n/a] Accounting for Cash‑Out repayment; Contribution Type (5.04(D)(2)). In lieu of the accounting described in Section 5.04(D)(2), the Plan Administrator will account for a Participant's Account Balance attributable to a Cash‑Out repayment (select one of a. or b.):
a. [n/a] Nonelective rule. Under the nonelective rule.
b. [n/a] Rollover rule. Under the rollover rule.
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(6) [n/a] One‑year hold‑out rule ‑ vesting (5.06(D)). The one‑year hold‑out Break in Service rule under Code §411(a)(6)(B) applies.
(g) [X] Distribution (Article VI) overrides. (choose one or more of (1) through (7) as applicable):
(1) [n/a] Restriction on In‑Service Rollover Distributions (6.01(C)). A Participant will be entitled to receive a distribution of Rollover Contributions, Employee Contributions and DECs (Select one or more of a. through d.):
a. [n/a] Deferrals. Under the same provisions which apply to Elective Deferrals. (only applies to 401(k) plans)
b. [n/a] Match. Under the same provisions which apply to Matching Contributions. (only applies to 401(k) plans)
c. [n/a] Nonelective. Under the same provisions which apply to Nonelective Contributions.
d. [n/a] Other: _______________________________________________
[Note: The Employer under Election (g)(1)d. may describe In‑Service Rollover Distribution restrictions using the options available for In-Service Distributions under Election 46 and/or a combination thereof as to all Participants or as to any Participant group (e.g., Division A Rollover Accounts are distributable at age 59 1/2 OR Rollover Accounts of Employees hired on/before "x" date are distributable at age 59 1/2. No In‑Service Rollover Distributions apply to Division B Employees OR to Employees hired after "x" date). An Employer's election under Election (g)(1)d. must: (i) be objectively determinable; (ii) not be subject to Employer discretion; (iii) preserve Protected Benefits as required; (iv) be nondiscriminatory; and (v) not permit an "early" distribution of any Restricted 401(k) Accounts or Restricted Pension Accounts. See Sections 6.01(C)(4) and 11.02(C)(3).]
(2) [n/a] In‑Service IRR events. The Employer elects to permit In‑Service Distributions under the following conditions solely for purposes of making IRRs (choose one or more of a. through d.; select e. if applicable.): (only applies to 401(k) plans)
a. [n/a] Age. The Participant has attained age .
b. [n/a] Participation. The Participant has months of participation (specify minimum of 60 months). Section 6.01(C)(4)(a)(ii).
c. [n/a] Seasoning. The amounts being distributed have accumulated in the Plan for at least years (at least 2). See Section 6.01(C)(4)(a)(i).
d. [n/a] Other (describe):____________________________ (must be definitely determinable and not subject to Employer discretion (e.g., age 50, but only with respect to Nonelective Contributions, and not Matching Contributions))
[Note: Regardless of any election above to the contrary, In-Service Distributions are not permitted for the purpose of making IRRs from a Participant's Elective Deferral Account, Qualified Matching Contribution Account, Qualified Nonelective Contribution Account and accounts attributable to Safe Harbor Contributions prior to age 59 1/2.]
e. [n/a] Distribution for withholding. A Participant may elect to have a portion of the amount that may be distributed as IRR distributed solely for purposes of federal or state income tax withholding related to the IRR.
(3) [n/a] Elections related to Required Minimum Distributions. (select one or more of a. or b.):
a. [n/a] Spousal override. (6.02(B)(1)(a)). The special RMD timing rule for spouses will not apply.
b. [n/a] RBD definition (6.02(E)(7)(c)). In lieu of the RBD definition in Section 6.02(E)(7)(a) and (b), the Plan Administrator (select one of 1. or 2.):
1. [n/a] SBJPA definition indefinitely. Indefinitely will apply the pre‑SBJPA RBD definition.
2. [n/a] SBJPA definition to specified date. Will apply the pre‑SBJPA definition until (the stated date may not be earlier than January 1, 1997), and thereafter will apply the RBD definition in Sections 6.02(E)(7)(a) and (b).
(4) [X] Distribution Methods (select one or both of a. and b.)
a. [n/a] Default Distribution Methods (6.03(B)(2)). If a Participant or Beneficiary does not make a timely election as to distribution method and timing the Plan Administrator will direct the Trustee to distribute using the following method and timing:___________________________________________________________ (Describe, e.g., Installments sufficient to satisfy RMD beginning at the Required Beginning Date. The selected method and timing must not be discriminatory and must be an option the plan makes available to participants and/or beneficiaries.)
b. [X] Beneficiary Distribution Methods (6.03(A)(2)). The Plan will distribute to the Beneficiary under the following distribution method(s). If more than one method is elected, the Beneficiary may choose the method of distribution (select one or more of 1. through 4.):
1. [X] Lump‑Sum. See Section 6.03(A)(3).
2. [n/a] Installments sufficient to satisfy RMD. See Section 6.03(A)(4)(a).
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3. [n/a] Partial Distributions sufficient to satisfy RMD. See Section 6.03(A)(6).
4. [n/a] Other:_______________________________________________________ (Describe, e.g., Lump‑Sum or Installments for surviving spouse Beneficiaries, Lump‑Sum only for all other Beneficiaries.)
(5) [n/a] Annuity Distributions (6.04). (select one or both of a. and b.):
a. [n/a] Modification of QJSA (6.04(A)(3)). The Survivor Annuity percentage will be %. (specify a percentage between 50% and 100%.)
b. [n/a] Modification of QPSA (6.04(B)(2)). The QPSA percentage will be %. (specify a percentage between 50% and 100%.)
(6) [n/a] Hardship Distributions (6.07). (select one or both of a. and b.):
a. [n/a] Restriction on hardship source; grandfathering (6.07(E)). The hardship distribution limit includes grandfathered amounts. (only applies to 401(k) plans)
b. [n/a] Hardship acceleration. The existence of a hardship occurring after Separation from Service/Severance from Employment will be determined under the non‑safe harbor rules of Section 6.07(B).
(7) [n/a] Replacement of $5,000 amount (6.09). All Plan references (except in Sections 3.10 and 3.12(C)(2)) to "$5,000" will be $ (specify an amount less than $5,000.)
(h) [n/a] Administrative overrides (Article VII). (choose one or more of (1) through (8) as applicable):
(1) [n/a] Contributions prior to accrual or precise determination (7.04(B)(5)(b)). The Plan Administrator will allocate Earnings described in Section 7.04(B)(5)(b) as follows (select one of a., b., or c.):
a. [n/a] Treat as contribution. Treat the Earnings as an Employer Matching or Nonelective Contribution and allocate accordingly.
b. [n/a] Balance forward. Allocate the Earnings using the balance forward method described in Section 7.04(B)(4)(b).
c. [n/a] Weighted average. Allocate the Earnings on Matching Contributions using the weighted average method in a manner similar to the method described in Section 7.04(B)(4)(d).
(2) [n/a] Automatic revocation of spousal designation (7.05(A)(1)). The automatic revocation of a spousal Beneficiary designation in the case of divorce does not apply.
(3) [n/a] Limitation on frequency of Beneficiary designation changes (7.05(A)(4)). Except in the case of a Participant incurring a major life event, a period of at least must elapse between Beneficiary designation changes. (specify a period of time, e.g., 90 days OR 12 months.)
(4) [n/a] Definition of "spouse" (7.05(A)(5)). The following definition of "spouse" applies: (specify a definition.)
[Note: Definition of "spouse" will apply for all Plan purposes other than Section 3.08(E) related to In-Plan Roth Rollover Contributions, Section 6.02 related to required minimum distributions, and Sections 6.04 and 7.05(A)(3) related to QJSAs, QPSAs, and related spousal rights. For example, the elected definition will apply to the determination of default beneficiary designations.]
(5) [n/a] Administration of default provision; default Beneficiaries (7.05(C)). The following list of default Beneficiaries will apply: (specify, in order, one or more Beneficiaries who will receive the interest of a deceased Participant.)
(6) [n/a] Subsequent restoration of forfeiture‑sources and ordering (7.07(A)(3)). Restoration of forfeitures will come from the following sources, in the following order (specify, in order, one or more of the following: Forfeitures, Employer Contribution, Trust Fund Earnings.)
(7) [n/a] State law (7.10(H)). The law of the following state will apply: (specify one of the 50 states or the District of Columbia, or other appropriate legal jurisdiction, such as a territory of the United States or an Indian tribal government.)
(8) [n/a] Fee Recapture Account (7.04(D)). The Plan Administrator will allocate excess funds in the Fee Recapture Account as follows: (select one of a., b., or c.):
a. [n/a] Each Participant Account will receive an allocation based on the funds in which that Account was invested and the revenue sharing rates associated with those funds.
b. [n/a] The excess funds will be allocated pro rata based on account balance.
c. [n/a] The excess funds will be allocated per capita among Participants with Account Balances greater than zero, without regard to the amount of the Account Balance.
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(i) [n/a] Trust and insurance overrides (Articles VIII and IX). (choose one or more of (1) through (2) if applicable):
(1) [n/a] Employer securities/real property in Profit Sharing Plans/401(k) Plans (8.05(A)). The Plan limit on investment in qualifying Employer securities/real property is %. (specify a percentage which is less than 100%.)
(2) [n/a] Provisions relating to insurance and insurance company (9.08). The following provisions apply: _________________ (specify such language as necessary to accommodate life insurance Contracts the Plan holds.)
[Note: The provisions in this Election (i)(2) may override provisions in Article IX of the Plan but must be consistent with all other provisions of the Plan.]
(j) [n/a] Top-heavy override (Article X) overrides.
(1) [n/a] Key Employee allocations (10.02(A)). Top-heavy minimum allocations will be made to Key Employees, as well as Non-Key Employees.
(2) [n/a] Collective Bargaining Agreement (10.02(A). Employees subject to the following collective bargaining agreements are eligible to receive top-heavy minimum allocations notwithstanding Code §41(i)(4):_____________________.
(k) [n/a] Code Section 415 (Article XI) override (11.02(A)(1), 4.02(F)). Because of the required aggregation of multiple plans, to satisfy Code §415, the following overriding provisions apply: ______________________________________________ (specify such language as necessary to satisfy §415, e.g., the Employer will reduce Additional Additions to this plan before reducing Annual Additions to other plans.)
(l) [n/a] Code Section 416 (Article XI) override (11.02(A)(1), 10.03(D)). Because of the required aggregation of multiple plans, to satisfy Code §416, the following overriding provisions apply:______________________________________________ (specify such language as necessary to satisfy §416, e.g., If an Employee participates in this Plan and another Plan the Employer maintains, the Employer will satisfy any Top-Heavy Minimum Allocation in this Plan and not the other plan.)
(m) [n/a] Multiple Employer Plan (Article XII) overrides. (choose (1) if applicable):
(1) [n/a] No involuntary termination for Participating Employer (12.11). The Lead Employer may not involuntarily terminate the participation of any Participating Employer under Section 12.11.
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APPENDIX C
TABLE I: ACTUARIAL FACTORS
UP‑1984
Without Setback
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Number of years from attained age at the end of Plan Year until Normal Retirement Age |
7.50% |
8.00% |
8.50% |
0 |
8.458 |
8.196 |
7.949 |
1 |
7.868 |
7.589 |
7.326 |
2 |
7.319 |
7.027 |
6.752 |
3 |
6.808 |
6.506 |
6.223 |
4 |
6.333 |
6.024 |
5.736 |
5 |
5.891 |
5.578 |
5.286 |
6 |
5.480 |
5.165 |
4.872 |
7 |
5.098 |
4.782 |
4.491 |
8 |
4.742 |
4.428 |
4.139 |
9 |
4.412 |
4.100 |
3.815 |
10 |
4.104 |
3.796 |
3.516 |
11 |
3.817 |
3.515 |
3.240 |
12 |
3.551 |
3.255 |
2.986 |
13 |
3.303 |
3.014 |
2.752 |
14 |
3.073 |
2.790 |
2.537 |
15 |
2.859 |
2.584 |
2.338 |
16 |
2.659 |
2.392 |
2.155 |
17 |
2.474 |
2.215 |
1.986 |
18 |
2.301 |
2.051 |
1.831 |
19 |
2.140 |
1.899 |
1.687 |
20 |
1.991 |
1.758 |
1.555 |
21 |
1.852 |
1.628 |
1.433 |
22 |
1.723 |
1.508 |
1.321 |
23 |
1.603 |
1.396 |
1.217 |
24 |
1.491 |
1.293 |
1.122 |
25 |
1.387 |
1.197 |
1.034 |
26 |
1.290 |
1.108 |
0.953 |
27 |
1.200 |
1.026 |
0.878 |
28 |
1.116 |
0.950 |
0.810 |
29 |
1.039 |
0.880 |
0.746 |
30 |
0.966 |
0.814 |
0.688 |
31 |
0.899 |
0.754 |
0.634 |
32 |
0.836 |
0.698 |
0.584 |
33 |
0.778 |
0.647 |
0.538 |
34 |
0.723 |
0.599 |
0.496 |
35 |
0.673 |
0.554 |
0.457 |
36 |
0.626 |
0.513 |
0.422 |
37 |
0.582 |
0.475 |
0.389 |
38 |
0.542 |
0.440 |
0.358 |
39 |
0.504 |
0.407 |
0.330 |
40 |
0.469 |
0.377 |
0.304 |
41 |
0.436 |
0.349 |
0.280 |
42 |
0.406 |
0.323 |
0.258 |
43 |
0.377 |
0.299 |
0.238 |
44 |
0.351 |
0.277 |
0.219 |
45 |
0.327 |
0.257 |
0.202 |
Note: A Participant's Actuarial Factor under Table I is the factor corresponding to the number of years until the Participant reaches his/her Normal Retirement Age under the Plan. A Participant's age as of the end of the current Plan Year is his/her age on his/her last birthday. For any Plan Year beginning on or after the Participant's attainment of Normal Retirement Age, the factor for "zero" years applies.
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APPENDIX C
TABLE II: ADJUSTMENT TO ACTUARIAL FACTORS FOR NORMAL RETIREMENT AGE
OTHER THAN 65
UP‑1984
Without Setback
Normal Retirement Age |
7.50% |
8.00% |
8.50% |
55 |
1.2242 |
1.2147 |
1.2058 |
56 |
1.2043 |
1.1959 |
1.1879 |
57 |
1.1838 |
1.1764 |
1.1694 |
58 |
1.1627 |
1.1563 |
1.1503 |
59 |
1.1411 |
1.1357 |
1.1305 |
60 |
1.1188 |
1.1144 |
1.1101 |
61 |
1.0960 |
1.0925 |
1.0891 |
62 |
1.0726 |
1.0700 |
1.0676 |
63 |
1.0488 |
1.0471 |
1.0455 |
64 |
1.0246 |
1.0237 |
1.0229 |
65 |
1.0000 |
1.0000 |
1.0000 |
66 |
0.9752 |
0.9760 |
0.9767 |
67 |
0.9502 |
0.9518 |
0.9533 |
68 |
0.9251 |
0.9274 |
0.9296 |
69 |
0.8998 |
0.9027 |
0.9055 |
70 |
0.8740 |
0.8776 |
0.8810 |
71 |
0.8478 |
0.8520 |
0.8561 |
72 |
0.8214 |
0.8261 |
0.8307 |
73 |
0.7946 |
0.7999 |
0.8049 |
74 |
0.7678 |
0.7735 |
0.7790 |
75 |
0.7409 |
0.7470 |
0.7529 |
76 |
0.7140 |
0.7205 |
0.7268 |
77 |
0.6874 |
0.6942 |
0.7008 |
78 |
0.6611 |
0.6682 |
0.6751 |
79 |
0.6349 |
0.6423 |
0.6494 |
80 |
0.6090 |
0.6165 |
0.6238 |
Note: Use Table II only if the Normal Retirement Age for any Participant is not 65. If a Participant's Normal Retirement Age is not 65, adjust Table I by multiplying all factors applicable to that Participant in Table I by the appropriate Table II factor.
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PPD ADOPTION AGREEMENT
ADMINISTRATIVE CHECKLIST
This Administrative Checklist ("AC") is not part of the Adoption Agreement or Plan but is for the use of the Plan Administrator in administering the Plan. Relius software also uses the AC and the following Supporting Forms Checklist ("SFC") in preparing the Plan's SPD and some administrative forms, such as the Loan Policy, if applicable.
The plan document preparer need not complete the AC but may find it useful to do so. However, without the AC, the Summary Plan Description and perhaps other documents will not be complete. The preparer may modify the AC, including adding items, without affecting reliance on the Plan's opinion or advisory letter since the AC is not part of the approved Plan. Any change to this AC is not a Plan amendment and is not subject to any Plan provision or to Applicable Law regarding the timing or form of Plan amendments. However, the Plan Administrator's administration of any AC item must be in accordance with applicable Plan terms and with Applicable Law.
The AC reflects the Plan policies and operation as of the date set forth above and may also reflect Plan policies and operation pre‑dating the specified date.
AC1. PLAN LOANS (7.06). The Plan permits or does not permit Participant Loans as follows (select one of (a) or (b)):
(a) [ ] Does not permit. (skip to AC2.)
(b) [X] Permitted pursuant to the Loan Policy. See below to complete Loan Policy.
Complete the following questions to provide information on the Loan Policy (optional)
(c) [X] Borrower qualification (choose one)
(1) [X] No investigation
(2) [ ] Must be creditworthy
Loan limitations (choose one or more)
(d) [ ] Minimum amount. May not borrow less than $1,000 in any single loan.
(e) [ ] Maximum number of loans. May not have more than loan(s) outstanding.
(f) [ ] Refinancing (select one of (1) or (2))
(1) [ ] Not permitted
(2) [ ] Permitted. A refinance for purposes of the limit on number of loans is: (select one of a. or b.)
a. [ ] Not treated as an additional loan
b. [ ] Treated as an additional loan
(g) [ ] Purpose (select one of (1) or (2))
(1) [ ] Any reasonable purpose
(2) [ ] May not borrow except for:
(h) [ ] Account ordering. Loan will come first from (Roth, pre-tax deferrals or other accounts): (select one of (1), (2) or (3))
(1) [ ] Participant's choice
(2) [ ] Plan Administrator's choice
(3) [ ] As follows: (select one of more of a., b. or c.)
a. [ ] first:
b. [ ] second:
c. [ ] third:
Loan terms (choose one or more)
(i) [ ] Interest (select one of (1), (2) or (3))
(1) [ ] 2% over USA Today prime
(2) [ ] %
(3) [ ] Plan Administrator establishes
(j) [ ] Home loan term (select one of (1) or (2))
(1) [ ] years
(2) [ ] Plan Administrator establishes
(k) [ ] Directed/general Trust investment (select one of (1) or (2))
(1) [ ] Directed
(2) [ ] General
(l) [ ] Charges (select one of (1) or (2))
(1) [ ] apply to borrower's account
(2) [ ] apply to overall Trust or Employer pays
(m) [ ] Loan acceleration. Upon the following: (select one or more of (1) or (2))
(1) [ ] Separation/severance. Not applicable to parties in interest.
(2) [ ] Plan termination
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(n) [ ] Leave of absence (select one or more of (1) or (2))
(1) [ ] Military (select one of a. or b.)
a. [ ] Suspend payments
b. [ ] Not suspend
(2) [ ] Non-military (select one of a. or b.)
a. [ ] Suspend payments
b. [ ] Not suspend
Additional loan provisions (choose one or more)
(o) [ ] Grace period (select one of (1) or (2))
(1) [ ] Maximum grace period applies
(2) [ ] No grace period
(p) [ ] Includes false statements
(q) [ ] No new loan if: (select one of (1) or (2))
(1) [ ] Current default
(2) [ ] Current or prior default
AC2. PARTICIPANT DIRECTION OF INVESTMENT (7.03(B)). The Plan permits Participant direction of investment or does not permit Participant direction of investment as to some or all Accounts as follows (select one of (a) or (b)):
(a) [ ] Does not permit. The Plan does not permit Participant direction of investment of any Account. (skip to AC3.)
(b) [X] Permitted as follows. The Plan permits Participant direction of investment. (Complete the following):
Accounts affected. (select one of (c) or (d)):
(c) [X] All Accounts.
(d) [ ] The following accounts:
(1) [ ] Elective Deferral Accounts (Pre-tax and Roth) and Employee Contributions.
(2) [ ] All Nonelective Contribution Accounts.
(3) [ ] All Matching Contribution Accounts.
(4) [ ] All Rollover Contribution and Transfer Accounts.
(5) [ ] Specify Accounts:
Restrictions on Participant direction (select one of (e) or (f)):
(e) [X] None. Provided the investment does not result in a prohibited transaction, give rise to UBTI, create administrative problems or violate the Plan terms or Applicable Law.
(f) [ ] Restrictions:
ERISA §404(c). (select one of (g) or (h)):
(g) [X] Applies.
(h) [ ] Does not apply.
QDIA (Qualified Default Investment Alternative). (select one of (i) or (j)):
(i) [X] Applies. See SFC Election 122 for details.
(j) [ ] Does not apply.
AC3. ROLLOVER CONTRIBUTIONS (3.08). The Plan permits or does not permit Rollover Contributions as follows (select one of (a) or (b).):
(a) [ ] Does not permit. (skip to AC4.)
(b) [X] Permits. Subject to approval by the Plan Administrator and as further described below (complete the following):
Who may roll over. (select one of (c) or (d)):
(c) [X] Participants only.
(d) [ ] Eligible Employees or Participants.
Sources/Types. The Plan will accept a Rollover Contribution (select one of (e) or (f)):
(e) [X] All. From any Eligible Retirement Plan and as to all Contribution Types eligible to be rolled into this Plan.
(f) [ ] Limited. Only from the following types of Eligible Retirement Plans and/or as to the following Contribution Types:
.
AC4. PLAN EXPENSES (7.04(C)). The Employer will pay or the Plan will be charged with non‑settlor Plan expenses as follows (select one of (a) or (b).):
(a) [ ] Employer pays. Employer pays all expenses except those intrinsic to Trust assets which the Plan will pay (e.g., brokerage commissions).
(b) [X] Plan pays. Plan pays some or all non‑settlor expenses. See SFC Election 119 for details.
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AC5. RELATED AND PARTICIPATING EMPLOYERS/MULTIPLE EMPLOYER PLAN (1.24(C)/(D)). There are Related Employers and Participating Employers as follows (choose one or more if applicable):
(a) [X] Related Employers. Name(s) of Related Employers: BancFirst, BancFirst Insurance Services, Inc., Pegasus Bank and Worthington National Bank
(b) [X] Participating Employers. Name(s) of Participating Employers: BancFirst, BancFirst Insurance Services, Inc., Pegasus Bank and Worthington National Bank See SFC Election 76 for details.
(c) [X] Former Participating Employers. Name(s) of former Participating Employers
Name(s) Date of cessation
1st Bank Oklahoma |
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03/31/2012 |
Bank of Commerce |
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11/30/2015 |
(d) [ ] Multiple Employer Plan status. The Signatory Employer is the Lead Employer and at least one Participating Employer is not a Related Employer. (complete (1))
(1) [ ] Name(s) of Participating Employers (other than Related Employers described above): . See SFC Election 76 for details.
AC6. TOP‑HEAVY MINIMUM‑MULTIPLE PLANS (10.03). If the Employer maintains another plan, this Plan provides that the Plan Administrator operationally will determine in which plan the Employer will satisfy the Top‑Heavy Minimum Contribution (or benefit) requirement as to Non‑Key Employees who participate in such plans and who are entitled to a Top‑Heavy Minimum Contribution (or benefit). This Election documents the Plan Administrator's operational election. (select (a) or select one of (b) or (c).):
(a) [ ] Does not apply.
(b) [X] If only another Defined Contribution Plan. Make the Top‑Heavy Minimum Allocation (choose one of (1) or (2).):
(1) [X] To this Plan.
(2) [ ] To another Defined Contribution Plan: (plan name)
(c) [ ] If one or more Defined Benefit Plans. Make the Top‑Heavy Minimum Allocation or provide the top‑heavy minimum benefit (choose one of (1), (2), or (3).):
(1) [ ] To this Plan. Increase the Top‑Heavy Minimum Allocation to 5%.
(2) [ ] To another Defined Contribution Plan. Increase the Top‑Heavy Minimum Allocation to 5% and provide under the: (name of other Defined Contribution Plan).
(3) [ ] To a Defined Benefit Plan. Provide the 2% top‑heavy minimum benefit under the: (name of Defined Benefit Plan) and applying the following interest rate and mortality assumptions: .
AC7. SELF‑EMPLOYED PARTICIPANTS (1.22(A)). There is one or more self‑employed Participants with Earned Income benefits in the Plan as follows (choose (a) if applicable):
(a) [ ] Applies.
AC8. PROTECTED BENEFITS (11.02(C)). The following Protected Benefits no longer apply to all Participants or do not apply to designated amounts/Participants as indicated, having been eliminated by a Plan amendment (select one of (a) or (b).):
(a) [X] Does not apply. No Protected Benefits have been eliminated.
(b) [ ] Applies. Protected Benefits have been eliminated as follows (select one or more of rows (1) through (4) as applicable; select one of columns (1), (2), or (3), and complete column (4).):
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(1) All Participants/ Accounts |
(2) Post‑E.D. Contribution Accounts only |
(3) Post‑E.D. Participants only |
(4) Effective Date (E.D.) |
(1) [ ] QJSA/QPSA distributions |
[ ] |
[ ] |
[ ] |
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(2) [ ] Installment distributions |
[ ] |
[ ] |
[ ] |
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(3) [ ] In‑kind distributions |
[ ] |
[ ] |
[ ] |
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(4) [ ] Specify:______________________________________________________________________________________ |
||||
AC9. LIFE INSURANCE (9.01). The Trust invests or does not invest in life insurance Contracts as follows (select one of (a) or (b).):
(a) [X] Does not apply.
(b) [ ] Applies. Subject to the limitations and other provisions in Article IX and/or Appendix B.
AC10. DISTRIBUTION OF CASH OR PROPERTY (6.12). The Plan provides for distribution in the form of (select one of (a) or (b).):
(a) [X] Cash only. Except where property distribution is required or permitted under Section 6.12.
(b) [ ] Cash or property. At the distributee's election and consistent with any Plan Administrator policy under Section 6.12.
AC11. EMPLOYER SECURITIES/EMPLOYER REAL PROPERTY (8.05). The Trust invests in qualifying Employer securities and/or qualifying Employer real property as follows (choose (a) if applicable):
(a) [X] Applies. Such investments are subject to the limitations of Section 8.05 and/or Appendix B.
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AC12. TRUSTEE(S) OR INSURER(S). Information regarding Trustee(s)/Insurer(s) (required for the Summary Plan Description and, if requested, the Trust Agreement) (NOTE: Select a. if not using provided trust. MUST select b and following questions as applicable):
(a) [ ] Do not produce the trust agreement
(b) [X] Complete the following UNLESS not selecting supporting forms:
Trustee/Insurer (select (c) OR one or more of (d) - (e))
(c) [ ] Insurer. This Plan is funded exclusively with Contracts (select (1) – (4) below as applicable):
Name of Insurer(s)
(1) [ ] ________________________________
(2) [ ]________________________________
(3) [ ] Use Employer address/telephone number/email
(4) [ ] Use following address/telephone number/email
(a) Street:________________________________
(b) City: ________________________________
(c) State:________________________________
(d) Zip: __________________________________
(e) Telephone: ____________________________
(f) Email: _________________________________
(d) [ ] Individual Trustee(s)
(e) [X] Corporate Trustee
Name of Trust
(f) [X] Specify name of Trust BancFirst Corporation Thrift Trust
Individual Trustees (if d. selected above, complete (g) - (j))
Directed/Discretionary Trustees. The individual Trustee(s) executing this Adoption Agreement are (select (g) or (h))
(g) [ ] Select for each individual Trustee (skip to next question)
(h) [ ] The following selections apply to all individual Trustee(s) (select 1. or 2. OR all that apply of 3. and 4.)
1. [ ] A discretionary Trustee over all plan assets (may not be selected with 2. - 4.)
2. [ ] A nondiscretionary (directed) Trustee over all plan assets (may not be selected with 1., 3. or 4.)
3. [ ] The individual Trustee(s) will serve as a discretionary Trustee over the following assets: (may not be selected with 1. or 2.)
4. [ ] The individual Trustee(s) will serve as a nondiscretionary (directed) Trustee over the following assets:
(may not be selected with 1. or 2.)
Individual Trustee(s)
(i) [ ] Individual Trustee(s) are (select one or more of (a) - (j); enter address at (j) below)
(a) Name
Title/Email:
(1) Title
(2) Email (optional)
Trustee is: (complete if (g) selected above; select (3) or (4) OR all that apply of (5) and (6))
(3) [ ] Discretionary Trustee over all plan assets
(4) [ ] A discretionary Trustee over the following plan assets:
(5) [ ] Nondiscretionary Trustee over all plan assets
(6) [ ] A nondiscretionary (directed) Trustee or Custodian over the following plan assets
(b) Name
Title/Email:
(1) Title
(2) Email (optional)
Trustee is: (complete if (g) selected above; select (3) or (4) OR all that apply of (5) and (6))
(3) [ ] Discretionary Trustee over all plan assets
(4) [ ] A discretionary Trustee over the following plan assets:
(5) [ ] Nondiscretionary Trustee over all plan assets
(6) [ ] A nondiscretionary (directed) Trustee or Custodian over the following plan assets
(c) Name
Title/Email:
(1) Title
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(2) Email (optional)
Trustee is: (complete if (g) selected above; select (3) or (4) OR all that apply of (5) and (6))
(3) [ ] Discretionary Trustee over all plan assets
(4) [ ] A discretionary Trustee over the following plan assets:
(5) [ ] Nondiscretionary Trustee over all plan assets
(6) [ ] A nondiscretionary (directed) Trustee or Custodian over the following plan assets
(d) Name
Title/Email:
(1) Title
(2) Email (optional)
Trustee is: (complete if (g) selected above; select (3) or (4) OR all that apply of (5) and (6))
(3) [ ] Discretionary Trustee over all plan assets
(4) [ ] A discretionary Trustee over the following plan assets:
(5) [ ] Nondiscretionary Trustee over all plan assets
(6) [ ] A nondiscretionary (directed) Trustee or Custodian over the following plan assets
(e) Name
Title/Email:
(1) Title
(2) Email (optional)
Trustee is: (complete if (g) selected above; select (3) or (4) OR all that apply of (5) and (6))
(3) [ ] Discretionary Trustee over all plan assets
(4) [ ] A discretionary Trustee over the following plan assets:
(5) [ ] Nondiscretionary Trustee over all plan assets
(6) [ ] A nondiscretionary (directed) Trustee or Custodian over the following plan assets
(f) Name
Title/Email:
(1) Title
(2) Email (optional)
Trustee is: (complete if (g) selected above; select (3) or (4) OR all that apply of (5) and (6))
(3) [ ] Discretionary Trustee over all plan assets
(4) [ ] A discretionary Trustee over the following plan assets:
(5) [ ] Nondiscretionary Trustee over all plan assets
(6) [ ] A nondiscretionary (directed) Trustee or Custodian over the following plan assets
(g) Name
Title/Email:
(1) Title
(2) Email (optional)
Trustee is: (complete if (g) selected above; select (3) or (4) OR all that apply of (5) and (6))
(3) [ ] Discretionary Trustee over all plan assets
(4) [ ] A discretionary Trustee over the following plan assets:
(5) [ ] Nondiscretionary Trustee over all plan assets
(6) [ ] A nondiscretionary (directed) Trustee or Custodian over the following plan assets
(h )Name
Title/Email:
(1) Title
(2) Email (optional)
Trustee is: (complete if (g) selected above; select (3) or (4) OR all that apply of (5) and (6))
(3) [ ] Discretionary Trustee over all plan assets
(4) [ ] A discretionary Trustee over the following plan assets:
(5) [ ] Nondiscretionary Trustee over all plan assets
(6) [ ] A nondiscretionary (directed) Trustee or Custodian over the following plan assets
(i) Name
Title/Email:
(1) Title
(2) Email (optional)
Trustee is: (complete if (g) selected above; select (3) or (4) OR all that apply of (5) and (6))
(3) [ ] Discretionary Trustee over all plan assets
(4) [ ] A discretionary Trustee over the following plan assets:
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(5) [ ] Nondiscretionary Trustee over all plan assets
(6) [ ] A nondiscretionary (directed) Trustee or Custodian over the following plan assets
(j) Name
Title/Email:
(1) Title
(2) Email (optional)
Trustee is: (complete if (g) selected above; select (3) or (4) OR all that apply of (5) and (6))
(3) [ ] Discretionary Trustee over all plan assets
(4) [ ] A discretionary Trustee over the following plan assets:
(5) [ ] Nondiscretionary Trustee over all plan assets
(6) [ ] A nondiscretionary (directed) Trustee or Custodian over the following plan assets
(j) [ ] Individual Trustee Address (complete if d. selected above)
(1) [ ] Use Employer address/telephone number/email
(2) [ ] Use following address/telephone number/email
a. Street: ____________________
b. City:______________________
c. State: _____________________
d. Zip: ______________________
e. Telephone: ________________
f. Email:_____________________
Corporate Trustee Name/Type/Address (complete if (e) selected above)
(k) [X] Name BancFirst
Address/telephone number/email
(1) [X] Use Employer address/telephone number/email
(2) [ ] Use following address/telephone number/email
a. Street: ____________________
b. City:______________________
c. State: _____________________
d. Zip: ______________________
e. Telephone: ________________
f. Email:_____________________
Directed/Discretionary. The Corporate Trustee is (select 1. or 2. OR all that apply of 3. and 4.)
(3) [ ] A discretionary Trustee over all plan assets
(4) [X] A nondiscretionary (directed) Trustee over all plan assets
(5) [ ] A discretionary Trustee over the following plan assets:
(6) [ ] A nondiscretionary (directed) Trustee over the following plan assets
Signee (optional):
(7) [ ] Name of person signing on behalf of the corporate Trustee
(8) [ ] Email address of person signing on behalf of the corporate Trustee
Special Trustee for collection of contributions. The Employer appoints the following Special Trustee with the responsibility to collect delinquent contributions (optional)
(l) [ ] Name
Title:
(1)
Address/telephone number/email
(2) [ ] Use Employer address/telephone number/email
(3) [ ] Use following address/telephone number/email
a. Street: ____________________
b. City:______________________
c. State: _____________________
d. Zip: ______________________
e. Telephone: ________________
f. Email:_____________________
Custodian(s) Name/Address. The Custodian(s) are (optional)
(m) [ ] Name(s)
Address/telephone number/email
(1) [ ] Use Employer address/telephone number/email
(2) [ ] Use following address/telephone number/email
a. Street: ____________________
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Non-Standardized Defined Contribution - PPD
b. City:______________________
c. State: _____________________
d. Zip: ______________________
e. Telephone: ________________
f. Email:_____________________
Investment in common, collective or pooled trust funds. The nondiscretionary Trustee, as directed or the discretionary Trustee acting without direction (and in addition to the discretionary Trustee's authority to invest in its own funds), may invest in any of the following trust funds: (optional)
(n) [ ] (specify the names of one or more trust funds in which the Plan can invest)
Choice of law
(o) [X] This trust will be governed by the laws of the state of:
(1) [X] State in which the Employer's principal office is located
(2) [ ] State in which the corporate trustee or insurer is located
(3) [ ] Other
© 2020 McAfee and Taft A Professional Corporation or its suppliers
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Exhibit 31.1
CEO’S CERTIFICATION PURSUANT TO RULE 13a-14(a) OR RULE 15d-14(a)
I, David Harlow, certify that:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and
d) Disclosed in this quarterly report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.
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Date: November 4, 2022 |
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/s/ David Harlow |
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David Harlow |
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President and Chief Executive Officer |
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(Principal Executive Officer) |
Exhibit 31.2
CFO’S CERTIFICATION PURSUANT TO RULE 13a-14(a) OR RULE 15d-14(a)
I, Kevin Lawrence, certify that:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and
d) Disclosed in this quarterly report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.
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Date: November 4, 2022 |
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/s/ Kevin Lawrence |
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Kevin Lawrence |
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Executive Vice President |
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Chief Financial Officer |
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(Principal Financial Officer) |
Exhibit 32
Certification of periodic report
pursuant to section 906 of the sarbanes-oxley act of 2002
I, David Harlow, Chief Executive Officer and Kevin Lawrence, Chief Financial Officer of BancFirst Corporation (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:
Dated: November 4, 2022
/s/ David Harlow |
David Harlow |
President and Chief Executive Officer |
(Principal Executive Officer) |
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/s/ Kevin Lawrence |
Kevin Lawrence |
Executive Vice President |
and Chief Financial Officer |
(Principal Financial Officer) |
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