f10q_051115.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 10-Q

QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 
 For Quarter Ended March 31, 2015
 Commission File Number 000-06253
 
SIMMONS FIRST NATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
 
Arkansas
71-0407808
(State or other jurisdiction of
(I.R.S. Employer
 incorporation or organization)
Identification No.)
   
 501 Main Street, Pine Bluff, Arkansas
71601
 (Address of principal executive offices)
(Zip Code)
 
870-541-1000
(Registrant's telephone number, including area code)

Not Applicable
Former name, former address and former fiscal year, if changed since last report

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   
x Yes   o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller reporting company.  See definitions of “large accelerated filer,” accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o      Accelerated filer x        Non-accelerated filer o   Smaller reporting company o

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

The number of shares outstanding of the Registrant’s Common Stock as of April 28, 2015, was 29,851,254.
 
 
 

 
Simmons First National Corporation
Quarterly Report on Form 10-Q
March 31, 2015


Table of Contents
 
   
Page
 
 
 
 
 
 
 
 
 
     
 
     
 
 
 
 
 

 
Part I:               Financial Information
Item 1.              Financial Statements (Unaudited)
 

Simmons First National Corporation
Consolidated Balance Sheets
March 31, 2015 and December 31, 2014
 
(In thousands, except share data)
 
March 31,
 2015
   
December 31,
 2014
 
   
(Unaudited)
       
ASSETS
               
Cash and non-interest bearing balances due from banks
 
$
83,424
   
$
54,347
 
Interest bearing balances due from banks
   
423,986
     
281,562
 
Federal funds sold
   
178,418
     
-
 
Cash and cash equivalents
   
685,828
     
335,909
 
Interest bearing balances due from banks - time
   
25,000
      -  
Investment securities
   
1,609,806
     
1,082,870
 
Mortgage loans held for sale
   
25,513
     
21,265
 
Assets held in trading accounts
   
6,528
     
6,987
 
Loans:
               
Legacy loans
   
2,115,380
     
2,053,721
 
Allowance for loan losses
   
(29,183
   
(29,028
Loans acquired, not covered by FDIC loss share (net of discount)
   
2,418,440
     
575,980
 
Loans acquired, covered by FDIC loss share (net of discount and allowance)
   
102,468
     
106,933
 
Net loans
   
4,607,105
     
2,707,606
 
FDIC indemnification asset
   
15,965
     
22,663
 
Premises and equipment
   
200,091
     
122,246
 
Premises held for sale
   
-
     
6,846
 
Foreclosed assets not covered by FDIC loss share
   
50,723
     
44,856
 
Foreclosed assets covered by FDIC loss share
   
12,010
     
11,793
 
Interest receivable
   
24,719
     
16,774
 
Bank owned life insurance
   
117,296
     
77,592
 
Goodwill
   
314,643
     
108,095
 
Other intangible assets
   
47,887
     
22,526
 
Other assets
   
 74,710
     
55,326
 
Total assets
 
 $
7,817,824
   
 $
4,643,354
 
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
Deposits:
               
Non-interest bearing transaction accounts
 
 $
1,123,966
   
 $
889,260
 
Interest bearing transaction accounts and savings deposits
   
3,627,870
     
2,006,271
 
Time deposits
   
1,522,872
     
965,187
 
Total deposits
   
6,274,708
     
3,860,718
 
Federal funds purchased and securities sold under agreements to repurchase
   
111,484
     
110,586
 
Other borrowings
   
285,060
     
114,682
 
Subordinated debentures
   
62,994
     
20,620
 
Accrued interest and other liabilities
   
69,841
     
42,429
 
Total liabilities
   
6,804,087
     
4,149,035
 
Stockholders’ equity:
               
Preferred stock, 40,040,000 shares authorized; Series A, $0.01 par value, $1,000 liquidation value per share; 30,852 shares issued and outstanding at March 31, 2015
   
30,852
     
-
 
Common stock, Class A, $0.01 par value; 60,000,000 shares authorized; 29,850,034 and 18,052,488 shares issued and outstanding at March 31, 2015 and December 31, 2014, respectively
   
299
     
181
 
Surplus
   
639,493
     
156,568
 
Undivided profits
   
341,238
     
338,906
 
Accumulated other comprehensive income (loss)
   
1,855
     
(1,336
)
Total stockholders’ equity
   
1,013,737
     
494,319
 
Total liabilities and stockholders’ equity
 
$
7,817,824
   
$
4,643,354
 
 
See Condensed Notes to Consolidated Financial Statements.
 
 
3

 
Simmons First National Corporation
Consolidated Statements of Income
Three Months Ended March 31, 2015 and 2014
 
   
Three Months Ended
March 31,
 
(In thousands, except per share data)
 
2015
   
2014
 
   
(Unaudited)
 
INTEREST INCOME
           
Loans
 
$
50,986
   
$
40,131
 
Federal funds sold
   
29
     
1
 
Investment securities
   
5,879
     
4,549
 
Mortgage loans held for sale
   
148
     
69
 
Assets held in trading accounts
   
3
     
5
 
Interest bearing balances due from banks
   
210
     
279
 
TOTAL INTEREST INCOME
   
57,255
     
45,034
 
                 
INTEREST EXPENSE
               
Deposits
   
2,944
     
2,269
 
Federal funds purchased and securities sold under agreements to repurchase
   
64
     
53
 
Other borrowings
   
1,051
     
1,010
 
Subordinated debentures
   
234
     
157
 
TOTAL INTEREST EXPENSE
   
4,293
     
3,489
 
                 
NET INTEREST INCOME
   
52,962
     
41,545
 
Provision for loan losses
   
1,171
     
908
 
                 
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES
   
51,791
     
40,637
 
                 
NON-INTEREST INCOME
               
Trust income
   
2,251
     
1,537
 
Service charges on deposit accounts
   
6,363
     
6,068
 
Other service charges and fees
   
1,827
     
1,866
 
Mortgage lending income
   
2,262
     
810
 
Investment banking income
   
894
     
181
 
Credit card fees
   
5,648
     
4,600
 
Bank owned life insurance income
   
572
     
330
 
Loss on sale of securities
   
(38
   
-
 
Net loss on assets covered by FDIC loss share agreements
   
(2,671
)
   
(7,370
)
Other income
   
1,390
     
1,176
 
TOTAL NON-INTEREST INCOME
   
18,498
     
9,198
 
                 
NON-INTEREST EXPENSE
               
Salaries and employee benefits
   
26,771
     
22,464
 
Occupancy expense, net
   
3,557
     
3,890
 
Furniture and equipment expense
   
3,268
     
2,014
 
Other real estate and foreclosure expense
   
381
     
873
 
Deposit insurance
   
870
     
668
 
Merger related costs
   
10,419
     
1,272
 
Other operating expenses
   
12,106
     
13,370
 
TOTAL NON-INTEREST EXPENSE
   
57,372
     
44,551
 
                 
INCOME BEFORE INCOME TAXES
   
12,917
     
5,284
 
Provision for income taxes
   
4,182
     
932
 
                 
NET INCOME
   
8,735
     
4,352
 
Preferred stock dividends
   
26
     
-
 
NET INCOME AVAILABLE TO COMMON STOCKHOLDERS
 
$
8,709
   
$
4,352
 
BASIC EARNINGS PER SHARE
 
$
0.39
   
$
0.27
 
DILUTED EARNINGS PER SHARE
 
$
0.39
   
$
0.27
 
 
See Condensed Notes to Consolidated Financial Statements.
 
 
4

 
Simmons First National Corporation
Consolidated Statements of Comprehensive Income
Three Months Ended March 31, 2015 and 2014
 
   
Three Months Ended
March 31,
 
(In thousands)
 
2015
   
2014
 
   
(Unaudited)
 
             
NET INCOME
 
$
8,735
   
$
4,352
 
                 
OTHER COMPREHENSIVE INCOME
               
Unrealized holding gains arising during the period on available-for-sale securities
   
5,213
     
1,453
 
Less: Reclassification adjustment for realized losses included in net income
   
(38
)
   
-
 
Other comprehensive gain, before tax effect
   
5,251
     
1,453
 
Less: Tax effect of other comprehensive gain
   
2,060
     
570
 
                 
TOTAL OTHER COMPREHENSIVE INCOME
   
3,191
     
883
 
                 
COMPREHENSIVE INCOME
 
$
11,926
   
$
5,235
 
 

See Condensed Notes to Consolidated Financial Statements.
 
 
5

 
Simmons First National Corporation
Consolidated Statements of Cash Flows
Three Months Ended March 31, 2015 and 2014
 
(In thousands)
 
March 31,
2015
   
March 31,
2014
 
   
(Unaudited)
 
OPERATING ACTIVITIES
           
Net income
 
$
8,735
   
$
4,352
 
Items not requiring (providing) cash:
               
Depreciation and amortization
   
3,001
     
1,897
 
Provision for loan losses
   
1,171
     
908
 
Net (accretion) amortization of investment securities and assets not covered by FDIC loss share
   
(5,960
)
   
(1,073
)
Stock-based compensation expense
   
485
     
361
 
Net accretion on assets covered by FDIC loss share
   
(184
)
   
(715
)
Deferred income taxes
   
(1,578
)
   
(2,667
)
Loss on sale of available-for-sale securities
   
(38
)
   
--
 
Bank owned life insurance income
   
(572
)
   
(330
)
Changes in:
               
Interest receivable
   
1,787
     
552
 
Mortgage loans held for sale
   
(4,248
)
   
(7,223
)
Assets held in trading accounts
   
459
     
2,113
 
Other assets
   
3,444
     
(2,835
)
Accrued interest and other liabilities
   
2,599
     
4,206
 
Income taxes payable
   
7,912
     
2,333
 
Net cash provided by operating activities
   
17,013
     
1,879
 
                 
INVESTING ACTIVITIES
               
Net collections of loans not covered by FDIC loss share
   
13,522
     
26,757
 
Net collections of loans covered by FDIC loss share
   
6,440
     
16,061
 
Purchases of premises and equipment, net
   
(3,454
)
   
1,969
 
Proceeds from sale of foreclosed assets held for sale
   
3,916
     
8,730
 
Proceeds from sale of foreclosed assets held for sale, covered by FDIC loss share
   
829
     
2,934
 
Proceeds from sale of available-for-sale securities
   
238
     
10
 
Proceeds from maturities of available-for-sale securities
   
32,489
     
11,687
 
Purchases of available-for-sale securities
   
(52,591
)
   
(63,533
)
Proceeds from maturities of held-to-maturity securities
   
168,621
     
36,307
 
Purchases of held-to-maturity securities
   
(5,265
)
   
(67,265
)
Cash received on FDIC loss share
   
3,980
     
3,859
 
Cash received in business combinations, net of cash paid
   
201,029
     
--
 
Net cash provided by (used in) investing activities
   
369,754
     
(22,484
)
                 
FINANCING ACTIVITIES
               
Net change in deposits
   
3,214
     
9,481
 
Dividends paid on preferred stock
   
(26
)
   
--
 
Dividends paid on common stock
   
(6,377
)
   
(3,575
)
Net change in other borrowed funds
   
(20,367
)
   
(120
)
Net change in federal funds purchased and securities sold under agreements to repurchase
   
(15,332
)
   
(3,244
)
Net shares issued under stock compensation plans
   
2,040
     
819
 
Net cash (used in) provided by financing activities
   
(36,848
)
   
3,361
 
                 
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
   
349,919
     
(17,244
)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
   
335,909
     
539,380
 
                 
CASH AND CASH EQUIVALENTS, END OF PERIOD
 
$
685,828
   
$
522,136
 
 
See Condensed Notes to Consolidated Financial Statements.
 
 
6

 
Simmons First National Corporation
Consolidated Statements of Stockholders’ Equity
Three Months Ended March 31, 2015 and 2014
 
(In thousands, except share data)
 
Preferred Stock
   
Common
Stock
   
Surplus
   
Accumulated
Other
Comprehensive
Income (Loss)
   
Undivided
Profits
   
Total
 
                                     
Balance, December 31, 2013
  $ --     $ 162     $ 88,095     $ (3,002 )   $ 318,577     $ 403,832  
Comprehensive income:
                                               
Net income
    --       --       --       --       4,352       4,352  
Change in unrealized depreciation on available-for-sale securities, net of income taxes of $570
    --       --       --       883       --       883  
Comprehensive income
                                            5,235  
Stock issued as bonus shares – 63,530 shares
    --       1       269       --       --       270  
Vesting bonus shares, net of forfeitures
    --       --       361       --       --       361  
Stock issued for employee stock purchase plan – 4,897 shares
    --       --       118       --       --       118  
Exercise of stock options – 16,580 shares
    --       --       431       --       --       431  
Cash dividends – $0.22 per share
    --       --       --       --       (3,575 )     (3,575 )
                                                 
Balance, March 31, 2014 (Unaudited)
    --       163       89,274       (2,119 )     319,354       406,672  
Comprehensive income:
                                               
Net income
    --       --       --       --       31,336       31,336  
Change in unrealized depreciation on available-for-sale securities, net of income taxes of $505
    --       --       --       783       --       783  
Comprehensive income
    --       --       --       --       --       32,119  
Stock issued as bonus shares – 70,350 shares
    --       --       172       --       --       172  
Vesting bonus shares, net of forfeitures – (1,560 shares)
    --       --       1,062       --       --       1,062  
Exercise of stock options – 48,140 shares
    --       2       1,243       --       --       1,245  
Securities exchanged under stock option plan – (5,220 shares)
    --       --       (213 )     --       --       (213 )
Stock issued for Delta Trust & Bank acquisition – 1,629,515 shares
    --       16       65,030       --       --       65,046  
Cash dividends – $0.64 per share
    --       --       --       --       (11,784 )     (11,784 )
                                                 
Balance, December 31, 2014
    --       181       156,568       (1,336 )     338,906       494,319  
Comprehensive income:
                                               
Net income
    --       --       --       --       8,735       8,735  
Change in unrealized depreciation on available-for-sale securities, net of income taxes of $2,060
    --       --       --       3,191       --       3,191  
Comprehensive income
                                            11,926  
Stock issued as bonus shares – 56,600 shares
    --       1       1,564       --       --       1,565  
Vesting bonus shares, net of forfeitures – (9,500 shares)
    --       --       384       --       --       384  
Stock issued for employee stock purchase plan – 6,528 shares
    --       --       226       --       --       226  
Exercise of stock options – 10,410 shares
    --       --       280       --       --       280  
Stock granted under stock-based compensation plans
    --       --       101       --       --       101  
Securities exchanged under stock option plan – (745 shares)
    --       --       (31 )     --       --       (31 )
Stock issued for Community First acquisition – 30,852 preferred shares: 6,552,916 common shares
    30,852       65       268,277       --       --       299,194  
Stock issued for Liberty Bank acquisition – 5,181,337 shares
    --       52       212,124       --       --       212,176  
Dividends on preferred stock
    --       --       --       --       (26 )     (26 )
Dividends on common stock – $0.23 per share
    --       --       --       --       (6,377 )     (6,377 )
                                                 
Balance, March 31, 2015 (Unaudited)
  $ 30,852     $ 299     $ 639,493     $ 1,855     $ 341,238     $ 1,013,737  
 
See Condensed Notes to Consolidated Financial Statements.
 
 
7

 
SIMMONS FIRST NATIONAL CORPORATION

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1:
BASIS OF PRESENTATION

The consolidated financial statements include the accounts of Simmons First National Corporation (the “Company”) and its subsidiaries.  Significant intercompany accounts and transactions have been eliminated in consolidation.

All adjustments made to the unaudited financial statements were of a normal recurring nature.  In the opinion of management, all adjustments necessary for a fair presentation of the results of interim periods have been made.  Certain prior year amounts are reclassified to conform to current year classification.  The consolidated balance sheet of the Company as of December 31, 2014, has been derived from the audited consolidated balance sheet of the Company as of that date.  The results of operations for the period are not necessarily indicative of the results to be expected for the full year.

Certain information and note disclosures normally included in the Company’s annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted.  These consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Form 10-K Annual Report for 2014 filed with the U.S. Securities and Exchange Commission (the “SEC”).

Recently Issued Accounting Pronouncements

ASU 2014-17 – Business Combinations: Pushdown Accounting (“ASU 2014-17”).  ASU 2014-17 amends existing guidance related to the accounting by an acquired entity upon a change-in-control event. The standard provides an acquired entity with an option to apply pushdown accounting in its separate financial statements upon occurrence of an event in which an acquirer obtains control of the acquired entity. An acquired entity may elect the option to apply pushdown accounting in the reporting period in which the change-in-control event occurs. If pushdown accounting is not applied in the reporting period in which the change-in-control event occurs, an acquired entity will have the option to elect to apply pushdown accounting in a subsequent reporting period to the acquired entity’s most recent change-in-control event.  ASU 2014-17 was effective on November 18, 2014.  The adoption of this standard has not had a material effect on the Company’s operating results or financial condition.

ASU 2014-14 – Receivables – Troubled Debt Restructurings by Creditors: Classification of Certain Government-Guaranteed Mortgage Loans Upon Foreclosure (“ASU 2014-14”).  ASU 2014-14 amends existing guidance related to the classification of certain government-guaranteed mortgage loans, including those guaranteed by the FHA and the VA, upon foreclosure. It requires that a mortgage loan be derecognized and a separate other receivable be recognized upon foreclosure if three conditions are met.  Upon foreclosure, the separate other receivable should be measured based on the amount of the loan balance (principal and interest) expected to be recovered from the guarantor.  ASU 2014-14 is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2014, and early adoption is permitted.  It can be applied using a prospective transition method or a modified retrospective transition using a cumulative-effect adjustment.  The adoption of this standard has not had a material effect on the Company’s results of operations, financial position or disclosures.

ASU 2014-12 – Compensation – Stock Compensation – Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved After the Requisite Service Period (“ASU 2014-12”).  ASU 2014-12 amends existing guidance related to the accounting for share-based payments when the terms of an award provide that a performance target could be achieved after the requisite service period. The standard requires that a performance target that affects vesting and that could be achieved after the requisite service period should be treated as a performance condition.  ASU 2014-12 is effective for annual periods and interim periods within those annual periods beginning after December 15, 2015, and early adoption is permitted.  It can be applied either prospectively to all awards granted or modified after the effective date or retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. The adoption of this standard is not expected to have a material effect on the Company’s operating results or financial condition.

 
8

 
ASU 2014-11 – Transfers and Servicing – Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures (“ASU 2014-11”).  ASU 2014-11 aligns the accounting for repurchase-to-maturity transactions and repurchase agreements executed as a repurchase financing with the accounting for other typical repurchase agreements. ASU 2014-11 requires that these transactions all be accounted for as secured borrowings. The standard requires a new disclosure for transactions economically similar to repurchase agreements in which the transferor retains substantially all of the exposure to the economic return on the transferred financial assets throughout the term of the transaction and requires expanded disclosures about the nature of collateral pledged in repurchase agreements and similar transactions accounted for as secured borrowings.  ASU 2014-11 is effective for the first interim or annual period beginning after December 15, 2014.  An entity is required to present changes in accounting for transactions outstanding on the effective date as a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption. Earlier application for a public business entity is prohibited.  The adoption of this standard did not have a material effect on the Company’s results of operations, financial position or disclosures.
 
ASU 2014-09 – Revenue from Contracts with Customers (“ASU 2014-09”).  ASU 2014-09 provides guidance that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 is effective prospectively, for annual and interim periods, beginning after December 15, 2016. The Company is currently evaluating the impact this standard will have on the Company’s results of operations, financial position or disclosures.

ASU 2014-04 – Receivables – Troubled Debt Restructurings by Creditors (“ASU 2014-04”).  ASU 2014-04 clarifies when a creditor should reclassify mortgage loans collateralized by residential real estate from loans to other real estate owned.  It defines when an in-substance repossession or foreclosure has occurred and when a creditor is considered to have received physical possession of residential real estate collateralizing a mortgage loan.  ASU 2014-04 is effective for fiscal years beginning after December 31, 2014, and early adoption is permitted.  It can be applied either prospectively or using a modified retrospective transition method.  The adoption of this standard has not had a material effect on the Company’s results of operations, financial position or disclosures.

There have been no other significant changes to the Company’s accounting policies from the 2014 Form 10-K.  Presently, the Company is not aware of any other changes to the Accounting Standards Codification that will have a material impact on the Company’s present or future financial position or results of operations.
  
Acquisition Accounting, Acquired Loans

The Company accounts for its acquisitions under ASC Topic 805, Business Combinations, which requires the use of the purchase method of accounting.  All identifiable assets acquired, including loans, are recorded at fair value.  No allowance for loan losses related to the acquired loans is recorded on the acquisition date as the fair value of the loans acquired incorporates assumptions regarding credit risk.  Loans acquired are recorded at fair value in accordance with the fair value methodology prescribed in ASC Topic 820, exclusive of the shared-loss agreements with the FDIC.  The fair value estimates associated with the loans include estimates related to expected prepayments and the amount and timing of undiscounted expected principal, interest and other cash flows.

The Company evaluates loans acquired in accordance with the provisions of ASC Topic 310-20, Nonrefundable Fees and Other Costs.  The fair value discount on these loans is accreted into interest income over the weighted average life of the loans using a constant yield method.  These loans are not considered to be impaired loans.  The Company evaluates purchased impaired loans in accordance with the provisions of ASC Topic 310-30, Loans and Debt Securities Acquired with Deteriorated Credit Quality.  Purchased loans are considered impaired if there is evidence of credit deterioration since origination and if it is probable that not all contractually required payments will be collected.

The Company evaluates all of the loans purchased in conjunction with its FDIC-assisted transactions in accordance with the provisions of ASC Topic 310-30.  All loans acquired in the FDIC transactions, both covered and not covered, were deemed to be impaired loans.  All loans acquired, whether or not covered by FDIC loss share agreements, are considered impaired if there is evidence of credit deterioration since origination and if it is probable that not all contractually required payments will be collected.

For impaired loans accounted for under ASC Topic 310-30, we continue to estimate cash flows expected to be collected on pools of loans sharing common risk characteristics, which are treated in the aggregate when applying various valuation techniques.  We evaluate at each balance sheet date whether the present value of our pools of loans determined using the effective interest rates has decreased significantly and if so, recognize a provision for loan loss in our consolidated statement of income.  For any significant increases in cash flows expected to be collected, we adjust the amount of accretable yield recognized on a prospective basis over the pool’s remaining life.

 
9

 
Covered Loans and Related Indemnification Asset

Because the FDIC will reimburse us for certain losses incurred on certain acquired loans, an indemnification asset is recorded at fair value at the acquisition date.  The indemnification asset is recognized at the same time as the indemnified loans, and measured on the same basis, subject to collectability or contractual limitations.  The shared-loss agreements on the acquisition date reflect the reimbursements expected to be received from the FDIC, using an appropriate discount rate, which reflects counterparty credit risk and other uncertainties.

The shared-loss agreements continue to be measured on the same basis as the related indemnified loans, as prescribed by ASC Topic 805.  Deterioration in the credit quality of the loans (immediately recorded as an adjustment to the allowance for loan losses) would immediately increase the basis of the shared-loss agreements, with the offset recorded through the consolidated statement of income.  Increases in the credit quality or cash flows of loans (reflected as an adjustment to yield and accreted into income over the remaining life of the loans) decrease the basis of the shared-loss agreements, with such decrease being accreted into income over 1) the same period or 2) the life of the shared-loss agreements, whichever is shorter.  Loss assumptions used in the basis of the indemnified loans are consistent with the loss assumptions used to measure the indemnification asset.  Fair value accounting incorporates into the fair value of the indemnification asset an element of the time value of money, which is accreted back into income over the life of the shared-loss agreements.

Upon the determination of an incurred loss the indemnification asset will be reduced by the amount owed by the FDIC.  A corresponding, claim receivable is recorded until cash is received from the FDIC.  For further discussion of the Company’s acquisition and loan accounting, see Note 5, Loans Acquired.

Earnings Per Common Share (“EPS”)

Basic EPS is computed by dividing reported net income available to common shareholders by weighted average number of common shares outstanding during each period.  Diluted EPS is computed by dividing reported net income available to common shareholders by the weighted average common shares and all potential dilutive common shares outstanding during the period.

Following is the computation of earnings per common share for the three months ended March 31, 2015 and 2014:

(In thousands, except per share data)
 
2015
   
2014
 
             
Net income available to common shareholders
 
$
8,709
   
$
4,352
 
                 
Average common shares outstanding
   
22,258
     
16,270
 
Average potential dilutive common shares
   
92
     
40
 
Average diluted common shares
   
22,350
     
16,310
 
                 
Basic earnings per common share
 
$
0.39
   
$
0.27
 
Diluted earnings per common share
 
$
0.39
   
$
0.27
 

Subsequent Events

On April 28, 2015, the Company entered into a definitive agreement and plan of merger (the “Agreement”) with Ozark Trust & Investment Corporation (“OTIC”), including its wholly-owned non-deposit trust company, Trust Company of the Ozarks (“TCO”).  TCO is headquartered in Springfield, Missouri and has over $1 billion in assets under management.  Under the terms of the Agreement, each outstanding share of common stock of OTIC held by banks or bank holding companies will be converted into the right to receive $701.9268 in cash and each share of common stock or common stock equivalents held by any other type of shareholder will be converted into the right to receive 16.7205 shares of the Company’s common stock, all subject to certain conditions and potential adjustments.  The Company owns 1,000 shares of OTIC’s common stock, which it acquired through its acquisition of Liberty Bancshares, Inc. in February 2015.  The transaction is valued at $20.7 million (based on the Company’s April 27, 2015 closing price).  The purchase price will be allocated among the net assets of OTIC acquired as appropriate, with the remaining balance being reported as goodwill.  The transaction is subject to the routine regulatory review by the Missouri Department of Finance and other customary closing conditions.  The transaction is expected to close during the third quarter of 2015.  Upon closing, OTIC will merge into the Company.

 
10

 
 
NOTE 2: 
ACQUISITIONS

Liberty Bancshares, Inc.

On February 27, 2015, the Simmons First National Corporation completed the acquisition of Liberty Bancshares, Inc. (“Liberty”), headquartered in Springfield, Missouri, including its wholly-owned bank subsidiary Liberty Bank (“LB”).  Simmons issued 5,181,337 shares of its common stock valued at approximately $212.2 million as of February 27, 2015 in exchange for all outstanding shares of Liberty common stock.

Prior to the acquisition, Liberty conducted banking business from 23 branches located in southwest Missouri.  Including the effects of the purchase accounting adjustments, the Company acquired approximately $1.1 billion in assets, approximately $780.7 million in loans including loan discounts and approximately $874.7 million in deposits.  The Company completed the systems conversion and merged LB into Simmons Bank on April 24, 2015.

Goodwill of $94.9 million was recorded as a result of the transaction.  The merger strengthened Simmons’ position in the southwest Missouri market and Simmons believes that it will be able to achieve cost savings by integrating the two companies and combining accounting, data processing, and other administrative functions all of which gave rise to the goodwill recorded. The goodwill will not be deductible for tax purposes.


 
 
11

 
A summary, at fair value, of the assets acquired and liabilities assumed in the Liberty transaction, as of the acquisition date, is as follows:
 
 (In thousands)
 
Acquired from
Liberty
   
Fair Value
Adjustments
   
Fair
Value
 
                   
Assets Acquired
                 
Cash and due from banks
  $ 102,637     $ (14 )   $ 102,623  
Federal funds sold
    7,060       --       7,060  
Investment securities
    99,123       (335     98,788  
Loans acquired, not covered by FDIC loss share
    790,493       (9,835 )     780,658  
Allowance for loan losses
    (10,422     10,422       --  
Premises and equipment
    34,239       (1,229     33,010  
Bank owned life insurance
    16,972       --       16,972  
Core deposit intangible
    699       13,857       14,556  
Other intangibles
    3,063       (3,063 )     --  
Other assets
    17,703       (4,293     13,410  
Total assets acquired
  $ 1,061,567     $ 5,510     $ 1,067,077  
                         
Liabilities Assumed
                       
Deposits:
                       
Non-interest bearing transaction accounts
  $ 146,618     $ --     $ 146,618  
Interest bearing transaction accounts and savings deposits
    543,183       --       543,183  
Time deposits
    184,913       --       184,913  
Total deposits
    874,714       --       874,714  
FHLB borrowings
    46,128       223       46,351  
Subordinated debentures
    20,620       --       20,620  
Accrued interest and other liabilities
    7,828       300       8,128  
Total liabilities assumed
    949,290       523       949,813  
Equity
    112,277       (112,277     --  
Total equity assumed
    112,277       (112,277 )     --  
Total liabilities and equity assumed
  $ 1,061,567     $ (111,754 )   $ 949,813  
Net assets acquired
                    117,264  
Purchase price
                    212,176  
Goodwill
                  $ 94,912  

The following is a description of the methods used to determine the fair values of significant assets and liabilities presented in the Liberty acquisition above.

Cash and due from banks and federal funds sold The carrying amount of these assets is a reasonable estimate of fair value based on the short-term nature of these assets.  Due from banks – time were acquired with an adjustment to fair value based on rates currently available to the Company for deposits in banks with similar maturities.
 
Investment securities – Investment securities were acquired with an adjustment to fair value based upon quoted market prices.

Loans acquired – Fair values for loans were based on a discounted cash flow methodology that considered factors including the type of loan and related collateral, classification status, fixed or variable interest rate, term of loan and whether or not the loan was amortizing, and current discount rates.  The discount rates used for loans are based on current market rates for new originations of comparable loans and include adjustments for liquidity concerns.  The discount rate does not include a factor for credit losses as that has been included in the estimated cash flows.  Loans were grouped together according to similar characteristics and were treated in the aggregate when applying various valuation techniques.

Premises and equipment – Bank premises and equipment were acquired with an adjustment to fair value, which represents the difference between the Company’s current analysis of property and equipment values completed in connection with the acquisition and book value acquired.
 
 
12

 
Bank owned life insurance – Bank owned life insurance is carried at its current cash surrender value, which is the most reasonable estimate of fair value.
 
Goodwill – The consideration paid as a result of the acquisition exceeded the fair value of the assets acquired, resulting in an intangible asset, goodwill, of $94.9 million.
 
Core deposit intangible – This intangible asset represents the value of the relationships that Liberty had with its deposit customers.  The fair value of this intangible asset was estimated based on a discounted cash flow methodology that gave appropriate consideration to expected customer attrition rates, cost of the deposit base and the net maintenance cost attributable to customer deposits.
 
Other assets – The fair value adjustment results from certain assets whose value was estimated to be less than book value, such as certain prepaid assets, receivables and other miscellaneous assets.  The deferred tax asset, included in other assets, is based on 39.225% of fair value adjustments related to the acquired assets and assumed liabilities and on a calculation of future tax benefits.  The Company also recorded Liberty’s remaining deferred tax assets and liabilities as of the acquisition date.

Deposits – The fair values used for the demand and savings deposits that comprise the transaction accounts acquired, by definition equal the amount payable on demand at the acquisition date.  The Company performed a fair value analysis of the estimated weighted average interest rate of Liberty’s certificates of deposits compared to the current market rates. Based on the results of the analysis, the estimated fair value adjustment was immaterial.FHLB borrowings – The fair value of Federal Home Loan Bank borrowings is estimated based on borrowing rates currently available to the Company for borrowings with similar terms and maturities.

Subordinated debentures – The fair value of subordinated debentures is estimated based on borrowing rates currently available to the Company for borrowings with similar terms and maturities.

Accrued interest and other liabilities – The adjustment establishes a liability for unfunded commitments equal to the fair value of that liability at the date of acquisition.

The purchase price allocation and certain fair value measurements remain preliminary due to the timing of the acquisition and due to the number of assets acquired and liabilities assumed.  Management will continue to review the estimated fair values of loans, property and equipment, intangible assets, subordinated debentures, and other assets and liabilities, and to evaluate the assumed tax positions.  The Company expects to finalize its analysis of the acquired loans and subordinated debentures along with the other acquired assets and assumed liabilities in this transaction over the next few months, within one year of the acquisition.  Therefore, adjustments to the estimated amounts and carrying values may occur.  
 
The Company’s operating results for 2015 include the operating results of the acquired assets and assumed liabilities of Liberty subsequent to the acquisition date.

Community First Bancshares, Inc.

On February 27, 2015, the Simmons First National Corporation completed the acquisition of Community First Bancshares, Inc. (“Community First”), headquartered in Union City, Tennessee, including its wholly-owned bank subsidiary First State Bank (“FSB”).  Simmons issued 6,552,915 shares of its common stock valued at approximately $268.3 million as of February 27, 2015, plus $9,974 in cash in exchange for all outstanding shares of Community First common stock.  Simmons also issued $30.9 million of preferred stock in exchange for all outstanding shares of Community First preferred stock.

Prior to the acquisition, Community First conducted banking business from 33 branches located across Tennessee.  Including the effects of the purchase accounting adjustments, the Company acquired approximately $1.9 billion in assets, approximately $1.1 billion in loans including loan discounts and approximately $1.5 billion in deposits.  The Company expects to complete the systems conversion and merge FSB into Simmons Bank by September 4, 2015.

 
13

 
Goodwill of $111.6 million was recorded as a result of the transaction.  The merger allowed Simmons’ entrance into the Tennessee market and will serve as a launching platform for possible expansion into adjacent areas.  Simmons believes that it will be able to achieve cost savings by integrating the two companies and combining accounting, data processing, and other administrative functions.  Further Simmons believes it can benefit from the addition of Community First's small-business lending platform while cross-selling its trust products in Community First’s market.  This combination of factors gave rise to the goodwill recorded. The goodwill will not be deductible for tax purposes.

A summary, at fair value, of the assets acquired and liabilities assumed in the Community First transaction, as of the acquisition date, is as follows:
 
(In thousands)
 
Acquired from
Community First
   
Fair Value
Adjustments
   
Fair
Value
 
                   
Assets Acquired
                 
Cash and due from banks
  $ 39,848     $ --     $ 39,848  
Federal funds sold
    76,508       --       76,508  
Investment securities
    570,199       (3,381 )     566,818  
Loans acquired, not covered by FDIC loss share
    1,163,398       (26,855 )     1,136,543  
Allowance for loan losses
    (14,635 )     14,635       --  
Foreclosed assets not covered by FDIC loss share
    747       --       747  
Premises and equipment
    44,837       (2,794 )     42,043  
Bank owned life insurance
    22,149       --       22,149  
Goodwill
    100       (100 )     --  
Core deposit intangible
    --       11,273       11,273  
Other intangibles
    --       420       420  
Deferred tax asset
    3,700       3,866       7,566  
Other assets
    11,474       --       11,474  
Total assets acquired
  $ 1,918,325     $ (2,936 )   $ 1,915,389  
                         
Liabilities Assumed
                       
Deposits:
                       
Non-interest bearing transaction accounts
  $ 103,825     $ --     $ 103,825  
Interest bearing transaction accounts and savings deposits
    995,207       --       995,207  
Time deposits
    436,181       849       437,030  
Total deposits
    1,535,213       849       1,536,062  
Federal funds purchased and securities sold under agreement to repurchase
    16,230       --       16,230  
FHLB borrowings
    143,047       1,347       144,394  
Subordinated debentures
    21,754       --       21,754  
Accrued interest and other liabilities
    8,769       601       9,370  
Total liabilities assumed
    1,725,013       2,797       1,727,810  
Equity
    193,312       (193,312 )     --  
Total equity assumed
    193,312       (193,312 )     --  
Total liabilities and equity assumed
  $ 1,918,325     $ (190,515 )   $ 1,727,810  
Net assets acquired
                    187,580  
Purchase price
                    299,204  
Goodwill
                  $ 111,624  

The following is a description of the methods used to determine the fair values of significant assets and liabilities presented in the Community First acquisition above.

Cash and due from banks and federal funds sold – The carrying amount of these assets is a reasonable estimate of fair value based on the short-term nature of these assets.

 
14

 
Investment securities – Investment securities were acquired with an adjustment to fair value based upon quoted market prices.

Loans acquired – Fair values for loans were based on a discounted cash flow methodology that considered factors including the type of loan and related collateral, classification status, fixed or variable interest rate, term of loan and whether or not the loan was amortizing, and current discount rates.  The discount rates used for loans are based on current market rates for new originations of comparable loans and include adjustments for liquidity concerns.  The discount rate does not include a factor for credit losses as that has been included in the estimated cash flows.  Loans were grouped together according to similar characteristics and were treated in the aggregate when applying various valuation techniques.
 
Foreclosed assets held for sale – These assets are presented at the estimated present values that management expects to receive when the properties are sold, net of related costs of disposal.
 
Premises and equipmentBank premises and equipment were acquired with an adjustment to fair value, which represents the difference between the Company’s current analysis of property and equipment values completed in connection with the acquisition and book value acquired.
 
Bank owned life insurance – Bank owned life insurance is carried at its current cash surrender value, which is the most reasonable estimate of fair value.
 
GoodwillThe consideration paid as a result of the acquisition exceeded the fair value of the assets acquired, resulting in an intangible asset, goodwill, of $111.6 million. Goodwill established prior to the acquisition was written off.
 
Core deposit intangibleThis intangible asset represents the value of the relationships that Community First had with its deposit customers.  The fair value of this intangible asset was estimated based on a discounted cash flow methodology that gave appropriate consideration to expected customer attrition rates, cost of the deposit base and the net maintenance cost attributable to customer deposits.
 
Other intangibles – This intangible asset represents the value of the relationships that Community First’s insurance subsidiary had with their customers.  The fair value of this intangible asset was estimated based on a combination of discounted cash flow methodology and a market valuation approach.

Deferred tax asset – The deferred tax asset is based on 39.225% of fair value adjustments related to the acquired assets and assumed liabilities and on a calculation of future tax benefits.  The Company also recorded Community First’s remaining deferred tax assets and liabilities as of the acquisition date.

Other assets – The carrying amount of these assets was deemed to be a reasonable estimate of fair value.

Deposits – The fair values used for the demand and savings deposits that comprise the transaction accounts acquired, by definition equal the amount payable on demand at the acquisition date.  The Company performed a fair value analysis of the estimated weighted average interest rate of Community First’s certificates of deposits compared to the current market rates and recorded a fair value adjustment for the difference.

Federal funds purchased and securities sold under agreement to repurchase – The carrying amount of federal funds purchased and securities sold under agreement to repurchase is a reasonable estimate of fair value based on the short-term nature of these liabilities.

 
15

 
FHLB borrowings – The fair value of Federal Home Loan Bank borrowings is estimated based on borrowing rates currently available to the Company for borrowings with similar terms and maturities.

Subordinated debentures – The fair value subordinated debentures is estimated based on borrowing rates currently available to the Company for borrowings with similar terms and maturities.

Accrued interest and other liabilities – The adjustment establishes a liability for unfunded commitments equal to the fair value of that liability at the date of acquisition.

The purchase price allocation and certain fair value measurements remain preliminary due to the timing of the acquisition and due to the number of assets acquired and liabilities assumed.  Management will continue to review the estimated fair values of loans, foreclosed assets, property and equipment, intangible assets, subordinated debentures, and other assets and liabilities, and to evaluate the assumed tax positions.  The Company expects to finalize its analysis of the acquired loans and subordinated debentures along with the other acquired assets and assumed liabilities in this transaction over the next few months, within one year of the acquisition.  Therefore, adjustments to the estimated amounts and carrying values may occur.
 
The Company’s operating results for 2015 include the operating results of the acquired assets and assumed liabilities of Community First subsequent to the acquisition date.
 
Summary of Unaudited Pro forma Information
 
The unaudited pro forma information below for the three-months ended March 31, 2015 and 2014 gives effect to the Liberty and Community First acquisitions as if the acquisitions had occurred on January 1, 2014. Pro forma earnings for the three months ended March 31, 2015 were adjusted to exclude $7.4 million of acquisition-related costs, net of tax, incurred by Simmons during 2015. Supplemental pro-forma earnings for the three months ended March 31, 2014 were adjusted to include these charges. The pro forma financial information is not necessarily indicative of the results of operations if the acquisitions had been effective as of this date.
 
(dollars in thousands)
  
Three-months ended
March 31, 2015
 
  
Three-months ended
March 31, 2014
 
Revenue (1)
  
$
97,265
  
  
$
90,843
  
Net income
  
$
23,273
  
  
$
5,444
 
Earnings per share
 
$
0.78
  
  
$
0.19
 
(1)
Net interest income plus noninterest income.
 
Consolidated 2015 results included approximately $4.7 million of revenue and $1.5 million of net income attributable to the Liberty acquisition and $8.2 million of revenue and $2.2 million of net income attributable to the Community First acquisition.
 
 
16

 
 
NOTE 3: 
INVESTMENT SECURITIES
 
The amortized cost and fair value of investment securities that are classified as held-to-maturity and available-for-sale are as follows:
 
   
March 31, 2015
   
December 31, 2014
 
(In thousands)
 
Amortized
Cost
   
Gross
Unrealized
Gains
   
Gross Unrealized
(Losses)
   
Estimated
Fair
Value
   
Amortized
Cost
   
Gross
Unrealized
Gains
   
Gross Unrealized
(Losses)
   
Estimated
Fair
Value
 
                                                 
Held-to-Maturity
                                               
U.S. Government agencies
 
$
390,625
    $
1,935
    $
(1,043
)
  $
391,517
   
$
418,914
   
$
929
   
$
(4,055
)
 
$
415,788
 
Mortgage-backed securities
   
28,535
     
276
     
(145
)
   
28,666
     
29,743
     
56
     
(411
)
   
29,388
 
State and political subdivisions
   
482,316
     
9,807
     
(210
)
   
491,907
     
328,310
     
7,000
     
(573
)
   
334,737
 
Other securities
   
947
     
-
     
-
     
947
     
620
     
-
     
-
     
620
 
Total HTM
 
$
902,423
    $
12,012
    $
(1,398
)
  $
913,037
   
$
777,587
   
$
7,985
   
$
(5,039
)
 
$
780,533
 
                                                                 
Available-for-Sale
                                                               
U.S. Treasury
 
$
4,000
    $
8
    $
-
    $
4,008
   
$
4,000
   
$
1
   
$
(9
)
 
$
3,992
 
U.S. Government agencies
   
346,786
     
355
     
(826
)
   
346,315
     
275,381
     
15
     
(2,580
)
   
272,816
 
Mortgage-backed securities
   
308,333
     
3,748
     
(70
)
   
312,011
     
1,579
     
-
     
(7
)
   
1,572
 
State and political subdivisions
   
13,342
     
110
     
-
     
13,452
     
6,536
     
7
     
(3
)
   
6,540
 
Other securities
   
31,870
     
458
     
(731
)
   
31,597
     
19,985
     
386
     
(8
)
   
20,363
 
Total AFS
 
$
704,331
    $
4,679
    $
(1,627
)
  $
707,383
   
$
307,481
   
$
409
   
$
(2,607
)
 
$
305,283
 
 
Securities with limited marketability, such as stock in the Federal Reserve Bank and the Federal Home Loan Bank, are carried at cost and are reported as other available-for-sale securities in the table above.

Certain investment securities are valued at less than their historical cost.  Total fair value of these investments at March 31, 2015, was $537.2 million, which is approximately 33.4% of the Company’s combined available-for-sale and held-to-maturity investment portfolios.
 
 
17

 
The following table shows the gross unrealized losses and fair value of the Company’s investments with unrealized losses, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at March 31, 2015:
 
   
Less Than 12 Months
   
12 Months or More
   
Total
 
(In thousands)
 
Estimated
Fair
Value
   
Gross
Unrealized
Losses
   
Estimated
Fair
Value
   
Gross
Unrealized
Losses
   
Estimated
Fair
Value
   
Gross
Unrealized
Losses
 
                                     
Held-to-Maturity
                                   
U.S. Government agencies
 
$
131,872
   
$
(589
)
 
$
70,543
   
$
(454
)
 
$
202,415
   
$
(1,043
)
Mortgage-backed securities
   
1,902
     
(13
)
   
8,895
     
(132
)
   
10,797
     
(145
)
State and political subdivisions
   
31,294
     
(186
)
   
2,920
     
(24
)
   
34,214
     
(210
)
Total HTM
 
$
165,068
   
$
(788
)
 
$
82,358
   
$
(610
)
 
$
247,426
   
$
(1,398
)
                                                 
Available-for-Sale
                                               
U.S. Government agencies
 
$
196,571
   
$
(500
)
 
$
79,311
   
$
(326
)
 
$
275,882
   
$
(826
)
Mortgage-backed securities
   
12,300
     
(70
)
   
--
     
--
     
12,300
     
(70
)
State and political subdivisions
   
--
     
--
     
--
     
--
     
--
     
--
 
Equity Securities
   
515
     
(2
)
   
--
     
--
     
515
     
(2
)
Other
   
1,060
     
(729
)
   
--
     
--
     
1,060
     
(729
)
Total AFS
 
$
210,446
   
$
(1,301
)
 
$
79,311
   
$
(326
)
 
$
289,757
   
$
(1,627
)
 
These declines primarily resulted from the rate for these investments yielding less than current market rates.  Based on evaluation of available evidence, management believes the declines in fair value for these securities are temporary.  Management does not have the intent to sell these securities and management believes it is more likely than not the Company will not have to sell these securities before recovery of their amortized cost basis less any current period credit losses.

Declines in the fair value of held-to-maturity and available-for-sale securities below their cost that are deemed to be other than temporary are reflected in earnings as realized losses.  In estimating other-than-temporary impairment losses, management considers, among other things, (i) the length of time and the extent to which the fair value has been less than cost, (ii) the financial condition and near-term prospects of the issuer, and (iii) the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value. 

Management has the ability and intent to hold the securities classified as held to maturity until they mature, at which time the Company expects to receive full value for the securities.  Furthermore, as of March 31, 2015, management also had the ability and intent to hold the securities classified as available-for-sale for a period of time sufficient for a recovery of cost.  The unrealized losses are largely due to increases in market interest rates over the yields available at the time the underlying securities were purchased.  The fair value is expected to recover as the bonds approach their maturity date or repricing date or if market yields for such investments decline.  Management does not believe any of the securities are impaired due to reasons of credit quality.  Accordingly, as of March 31, 2015, management believes the impairments detailed in the table above are temporary.  Should the impairment of any of these securities become other than temporary, the cost basis of the investment will be reduced and the resulting loss recognized in net income in the period the other-than-temporary impairment is identified.

The book value of securities sold under agreements to repurchase equaled $104.4 million and $93.5 million for March 31, 2015 and December 31, 2014, respectively.

 
18

 
Income earned on securities for the three months ended March 31, 2015 and 2014, is as follows:
 
(In thousands)
 
2015
   
2014
 
             
Taxable:
           
Held-to-maturity
 
$
1,389
   
$
1,349
 
Available-for-sale
   
1,583
     
550
 
Non-taxable:
               
Held-to-maturity
   
2,602
     
2,619
 
Available-for-sale
   
305
     
31
 
Total
 
$
5,879
   
$
4,549
 
 
Maturities of investment securities at March 31, 2015, are as follows:
 
   
Held-to-Maturity
   
Available-for-Sale
 
(In thousands)
 
Amortized
Cost
   
Fair
Value
   
Amortized
Cost
   
Fair
Value
 
                         
One year or less
 
$
41,310
   
$
41,392
   
$
58,762
   
$
58,752
 
After one through five years
   
414,115
     
414,863
     
247,200
     
246,659
 
After five through ten years
   
182,259
     
185,229
     
123,795
     
124,808
 
After ten years
   
264,739
     
271,553
     
243,476
     
246,322
 
Other securities (no maturity)
   
-
     
-
     
31,098
     
30,842
 
Total
 
$
902,423
   
$
913,037
   
$
704,331
   
$
707,383
 
 
The carrying value, which approximates the fair value, of securities pledged as collateral, to secure public deposits and for other purposes, amounted to $888.6 million at March 31, 2015 and $520.4 million at December 31, 2014.

There were $2,000 of gross realized gains and $40,000 of realized losses from the sale of available for sale securities during the three months ended March 31, 2015.  There were no realized gains or losses on investment securities for the three months ended March 31, 2014.

The state and political subdivision debt obligations are primarily non-rated bonds representing small, Arkansas, Texas, Missouri and Tennessee issues, which are evaluated on an ongoing basis.
 
 
19

 
NOTE 4:
LOANS AND ALLOWANCE FOR LOAN LOSSES

At March 31, 2015, the Company’s loan portfolio was $4.64 billion, compared to $2.74 billion at December 31, 2014.  The various categories of loans are summarized as follows:
 
(In thousands)
 
March 31,
2015
   
December 31,
2014
 
             
Consumer:
           
Credit cards
 
$
171,413
   
$
185,380
 
Other consumer
   
107,486
     
103,402
 
Total consumer
   
278,899
     
288,782
 
Real Estate:
               
Construction
   
178,929
     
181,968
 
Single family residential
   
467,671
     
455,563
 
Other commercial
   
755,701
     
714,797
 
Total real estate
   
1,402,301
     
1,352,328
 
Commercial:
               
Commercial
   
324,815
     
291,820
 
Agricultural
   
105,228
     
115,658
 
Total commercial
   
430,043
     
407,478
 
Other
   
4,137
     
5,133
 
Legacy loans
   
2,115,380
     
2,053,721
 
Loans acquired, not covered by FDIC loss share (net of discount) (1)
   
2,418,440
     
575,980
 
Loans acquired, covered by FDIC loss share (net of discount and allowance) (1)
   
102,468
     
106,933
 
Total loans
 
$
4,638,288
   
$
2,736,634
 
______________________________
 (1)
See Note 5, Loans Acquired, for segregation of loans acquired by loan class.
 
Loan Origination/Risk Management – The Company seeks to manage its credit risk by diversifying its loan portfolio, determining that borrowers have adequate sources of cash flow for loan repayment without liquidation of collateral; obtaining and monitoring collateral; providing an adequate allowance for loans losses by regularly reviewing loans through the internal loan review process.  The loan portfolio is diversified by borrower, purpose and industry.  The Company seeks to use diversification within the loan portfolio to reduce its credit risk, thereby minimizing the adverse impact on the portfolio, if weaknesses develop in either the economy or a particular segment of borrowers.  Collateral requirements are based on credit assessments of borrowers and may be used to recover the debt in case of default.  Furthermore, factors that influenced the Company’s judgment regarding the allowance for loan losses consists of a five-year historical loss average segregated by each primary loan sector.  On an annual basis, historical loss rates are calculated for each sector.

Consumer – The consumer loan portfolio consists of credit card loans and other consumer loans.  The Company no longer originates or services student loans.  Credit card loans are diversified by geographic region to reduce credit risk and minimize any adverse impact on the portfolio.  Although they are regularly reviewed to facilitate the identification and monitoring of creditworthiness, credit card loans are unsecured loans, making them more susceptible to be impacted by economic downturns resulting in increasing unemployment.  Other consumer loans include direct and indirect installment loans and overdrafts.  Loans in this portfolio segment are sensitive to unemployment and other key consumer economic measures.

Real estate – The real estate loan portfolio consists of construction loans, single family residential loans and commercial loans.  Construction and development loans (“C&D”) and commercial real estate loans (“CRE”) can be particularly sensitive to valuation of real estate.  Commercial real estate cycles are inevitable.  The long planning and production process for new properties and rapid shifts in business conditions and employment create an inherent tension between supply and demand for commercial properties.  While general economic trends often move individual markets in the same direction over time, the timing and magnitude of changes are determined by other forces unique to each market.  CRE cycles tend to be local in nature and longer than other credit cycles.  Factors influencing the CRE market are traditionally different from those affecting residential real estate markets; thereby making predictions for one market based on the other difficult.  Additionally, submarkets within commercial real estate – such as office, industrial, apartment, retail and hotel – also experience different cycles, providing an opportunity to lower the overall risk through diversification across types of CRE loans.  Management realizes that local demand and supply conditions will also mean that different geographic areas will experience cycles of different amplitude and length.  The Company monitors these loans closely and has no significant concentrations in its real estate loan portfolio.

 
20

 
Commercial – The commercial loan portfolio includes commercial and agricultural loans, representing loans to commercial customers and farmers for use in normal business or farming operations to finance working capital needs, equipment purchase or other expansion projects.  Collection risk in this portfolio is driven by the creditworthiness of the underlying borrowers, particularly cash flow from customers’ business or farming operations.  The Company continues its efforts to keep loan terms short, reducing the negative impact of upward movement in interest rates.  Term loans are generally set up with a one or three year balloon, and the Company has recently instituted a pricing mechanism for commercial loans.  It is standard practice to require personal guaranties on all commercial loans, particularly as they relate to closely-held or limited liability entities.

Nonaccrual and Past Due Loans – Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due.  Loans are placed on nonaccrual status when, in management’s opinion, the borrower may be unable to meet payment obligations as they become due, as well as when required by regulatory provisions.  Loans may be placed on nonaccrual status regardless of whether or not such loans are considered past due.  When interest accrual is discontinued, all unpaid accrued interest is reversed. Interest income is subsequently recognized only to the extent cash payments are received in excess of principal due.  Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.
 
Nonaccrual loans, excluding loans acquired, segregated by class of loans, are as follows:
 
(In thousands)
 
March 31,
2015
   
December 31,
2014
 
             
Consumer:
           
Credit cards
 
$
290
   
$
197
 
Other consumer
   
401
     
405
 
Total consumer
   
691
     
602
 
Real estate:
               
Construction
   
5,341
     
4,863
 
Single family residential
   
4,600
     
4,010
 
Other commercial
   
2,755
     
1,522
 
Total real estate
   
12,696
     
10,395
 
Commercial:
               
Commercial
   
950
     
585
 
Agricultural
   
174
     
456
 
Total commercial
   
1,124
     
1,041
 
Total
 
$
14,511
   
$
12,038
 
 
 
21

 
An age analysis of past due loans, excluding loans acquired, segregated by class of loans, is as follows:
 
(In thousands)
 
Gross
30-89 Days
Past Due
   
90 Days
or More
Past Due
   
Total
Past Due
   
Current
   
Total
Loans
   
90 Days
Past Due &
Accruing
 
                                     
March 31, 2015
                                   
Consumer:
                                   
Credit cards
 
$
538
   
$
439
   
$
977
   
$
170,436
   
$
171,413
   
$
--
 
Other consumer
   
1,205
     
388
     
1,593
     
105,893
     
107,486
     
116
 
Total consumer
   
1,743
     
827
     
2,570
     
276,329
     
278,899
     
116
 
Real estate:
                                               
Construction
   
1,798
     
828
     
2,626
     
176,303
     
178,929
     
--
 
Single family residential
   
3,023
     
2,568
     
5,591
     
462,080
     
467,671
     
3
 
Other commercial
   
3,453
     
1,406
     
4,859
     
750,842
     
755,701
     
--
 
Total real estate
   
8,274
     
4,802
     
13,076
     
1,389,225
     
1,402,301
     
3
 
Commercial:
                                               
Commercial
   
645
     
128
     
773
     
324,042
     
324,815
     
13
 
Agricultural
   
435
     
72
     
507
     
104,721
     
105,228
     
3
 
Total commercial
   
1,080
     
200
     
1,280
     
428,763
     
430,043
     
16
 
Other
   
--
     
--
     
--
     
4,137
     
4,137
     
--
 
Total
 
$
11,097
   
$
5,829
   
$
16,926
   
$
2,098,454
   
$
2,115,380
   
$
135
 
                                                 
December 31, 2014
                                               
Consumer:
                                               
Credit cards
 
$
687
   
$
457
   
$
1,144
   
$
184,236
   
$
185,380
   
$
--
 
Other consumer
   
1,349
     
447
     
1,796
     
101,606
     
103,402
     
223
 
Total consumer
   
2,036
     
904
     
2,940
     
285,842
     
288,782
     
223
 
Real estate:
                                               
Construction
   
760
     
570
     
1,330
     
180,638
     
181,968
     
177
 
Single family residential
   
4,913
     
2,213
     
7,126
     
448,437
     
455,563
     
248
 
Other commercial
   
1,987
     
847
     
2,834
     
711,963
     
714,797
     
--
 
Total real estate
   
7,660
     
3,630
     
11,290
     
1,341,038
     
1,352,328
     
425
 
Commercial:
                                               
Commercial
   
381
     
354
     
735
     
291,085
     
291,820
     
--
 
Agricultural
   
119
     
109
     
228
     
115,430
     
115,658
     
40
 
Total commercial
   
500
     
463
     
963
     
406,515
     
407,478
     
40
 
Other
   
--
     
--
     
--
     
5,133
     
5,133
     
--
 
Total
 
$
10,196
   
$
4,997
   
$
15,193
   
$
2,038,528
   
$
2,053,721
   
$
688
 
 
Impaired LoansA loan is considered impaired when it is probable that the Company will not receive all amounts due according to the contractual terms of the loans, including scheduled principal and interest payments.  This includes loans that are delinquent 90 days or more, nonaccrual loans and certain other loans identified by management.  Certain other loans identified by management consist of performing loans with specific allocations of the allowance for loan losses. Impaired loans are carried at the present value of estimated future cash flows using the loan’s existing rate, or the fair value of the collateral if the loan is collateral dependent.  
 
Impairment is evaluated in total for smaller-balance loans of a similar nature and on an individual loan basis for other loans.  Impaired loans, or portions thereof, are charged-off when deemed uncollectible.
 
 
22

 
Impaired loans, net of government guarantees and excluding loans acquired, segregated by class of loans, are as follows:
 
(In thousands)
 
Unpaid
Contractual
Principal
Balance
   
Recorded Investment
With No
Allowance
   
Recorded
Investment
With Allowance
   
Total
Recorded
Investment
   
Related
Allowance
   
Average
Investment in
Impaired
Loans
   
Interest
Income
Recognized
 
                                               
March 31, 2015
                                         
Three Months Ended
March 31, 2015
 
Consumer:
                                         
Credit cards
 
$
439
   
$
439
   
$
--
   
$
439
   
$
13
   
$
318
   
$
5
 
Other consumer
   
572
     
544
     
8
     
552
     
91
     
586
     
9
 
Total consumer
   
1,011
     
983
     
8
     
991
     
104
     
904
     
14
 
Real estate:
                                                       
Construction
   
8,098