10-K 1 f10k_022817p.htm FORM 10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 10-K

(Mark One)

☒Annual Report Pursuant to Section 13 or 15(d) of the Exchange Act of 1934

For the fiscal year ended: December 31, 2016

or

☐Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Commission file number 0-6253

 

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)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Common Stock, $0.01 par value The NASDAQ Global Select Market®
(Title of each class) (Name of each exchange on which registered)

 

Securities registered pursuant to Section 12(g) of the Act:  None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☒ Yes  ☐ No

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes  ☒ No

 

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

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge in definitive proxy or in information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐

 

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 ☒ Accelerated filer ☐
Non-accelerated filer ☐  (Do not check if a smaller reporting company) Smaller reporting company ☐

 

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

 

The aggregate market value of the Registrant’s Common Stock, par value $0.01 per share, held by non-affiliates on June 30, 2016, was $1,307,543,795 based upon the last trade price as reported on the NASDAQ Global Select Market® of $46.19.

 

The number of shares outstanding of the Registrant's Common Stock as of February 3, 2017, was 31,348,589.

 

Part III is incorporated by reference from the Registrant's Proxy Statement relating to the Annual Meeting of Shareholders to be held on April 19, 2017.

 

 
 

 

Introduction

 

The Company has chosen to combine our Annual Report to Shareholders with our Form 10-K. We hope investors find it useful to have all of this information in a single document.

 

The Securities and Exchange Commission allows us to report information in the Form 10-K by “incorporated by reference” from another part of the Form 10-K, or from the proxy statement.  You will see that information is “incorporated by reference” in various parts of our Form 10-K.

 

A more detailed table of contents for the entire Form 10-K follows:

 

FORM 10-K INDEX

 

Part I        
          
Item 1   Business 3
Item 1A   Risk Factors 11
Item 1B   Unresolved Staff Comments 17
Item 2   Properties 17
Item 3   Legal Proceedings 17
          
Part II        
          
Item 5   Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 17
Item 6   Selected Consolidated Financial Data 19
Item 7   Management's Discussion and Analysis of Financial Condition and Results of Operations 20
Item 7A   Quantitative and Qualitative Disclosures About Market Risk 55
Item 8   Consolidated Financial Statements and Supplementary Data 58
Item 9   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 125
Item 9A   Controls and Procedures 125
Item 9B   Other Information 125
         
Part III        
          
Item 10   Directors, Executive Officers and Corporate Governance 125
Item 11   Executive Compensation 125
Item 12   Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 125
Item 13   Certain Relationships and Related Transactions, and Director Independence 125
Item 14   Principal Accounting Fees and Services 125
          
Part IV        
          
Item 15   Exhibits and Financial Statement Schedules 126
          
Signatures    131

 

 

 
 

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

Certain statements contained in this Annual Report may not be based on historical facts and are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  These forward-looking statements may be identified by reference to a future period(s) or by the use of forward-looking terminology, such as “anticipate,” “estimate,” “expect,” “foresee,” “believe,” “may,” “might,” “will,” “would,” “could” or “intend,” future or conditional verb tenses, and variations or negatives of such terms.  These forward-looking statements include, without limitation, those relating to the Company’s future growth, revenue, assets, asset quality, profitability and customer service, critical accounting policies, net interest margin, non-interest revenue, market conditions related to the Company’s stock repurchase program, allowance for loan losses, the effect of certain new accounting standards on the Company’s financial statements, income tax deductions, credit quality, the level of credit losses from lending commitments, net interest revenue, interest rate sensitivity, loan loss experience, liquidity, capital resources, market risk, earnings, effect of pending litigation, acquisition strategy, legal and regulatory limitations and compliance and competition.

 

These forward-looking statements involve risks and uncertainties, and may not be realized due to a variety of factors, including, without limitation: the effects of future economic conditions, governmental monetary and fiscal policies, as well as legislative and regulatory changes; the risks of changes in interest rates and their effects on the level and composition of deposits, loan demand and the values of loan collateral, securities and interest sensitive assets and liabilities; the costs of evaluating possible acquisitions and the risks inherent in integrating acquisitions; the effects of competition from other commercial banks, thrifts, mortgage banking firms, consumer finance companies, credit unions, securities brokerage firms, insurance companies, money market and other mutual funds and other financial institutions operating in our market area and elsewhere, including institutions operating regionally, nationally and internationally, together with such competitors offering banking products and services by mail, telephone, computer and the Internet; the failure of assumptions underlying the establishment of reserves for possible loan losses, fair value for covered loans, covered other real estate owned and FDIC indemnification asset; and those factors set forth under Item 1A. Risk-Factors of this report and other cautionary statements set forth elsewhere in this report.   Many of these factors are beyond our ability to predict or control.  In addition, as a result of these and other factors, our past financial performance should not be relied upon as an indication of future performance.

 

We believe the expectations reflected in our forward-looking statements are reasonable, based on information available to us on the date hereof.  However, given the described uncertainties and risks, we cannot guarantee our future performance or results of operations and you should not place undue reliance on these forward-looking statements.  We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, and all written or oral forward-looking statements attributable to us are expressly qualified in their entirety by this section.

 

PART I

 

ITEM 1.BUSINESS

 

Company Overview

 

Simmons First National Corporation (the “Company”) is a financial holding company registered under the Bank Holding Company Act of 1956, as amended. The Company is headquartered in Arkansas with total assets of $8.4 billion, loans of $5.6 billion, deposits of $6.7 billion and equity capital of $1.2 billion as of December 31, 2016. The Company, through its subsidiary bank, Simmons Bank, conducts banking operations through 150 financial centers located in communities throughout Arkansas, Kansas, Missouri and Tennessee.

 

We seek to build shareholder value by, among other things (i) focusing on strong asset quality, (ii) maintaining strong capital (iii) managing our liquidity position, (iv) improving our operational efficiency and (v) opportunistically growing our business, both organically and through acquisitions of financial institutions.

 

Subsidiary Bank

 

Our subsidiary bank, Simmons Bank, is an Arkansas state-chartered bank that has been in operation since 1903. Simmons First Investment Group, Inc., a wholly-owned subsidiary of Simmons Bank, is a registered investment advisor and a broker-dealer registered with the SEC and a member of the Financial Industry Regulatory Authority, Inc. Simmons First Insurance Services, Inc. and Simmons First Insurance Services of TN, LLC are also wholly-owned subsidiaries of Simmons Bank and are insurance agencies providing life, auto, home, business and commercial insurance coverage.

  

Simmons Bank and its subsidiaries provide financial services to individuals and businesses throughout the market areas they serve. Simmons Bank offers consumer, real estate and commercial loans, checking, savings and time deposits. Simmons Bank and its subsidiaries have also developed through their experience and scale and through acquisitions, specialized products and services that are in addition to those offered by the typical community bank. Those products include credit cards, trust and fiduciary services, investments, agricultural finance lending, equipment lending, insurance and SBA lending.

 

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Community Bank Strategy

 

Historically, we utilized separately chartered community banks, supported by Simmons Bank to provide full service banking products and services across our footprint. On March 5, 2014, we announced the planned consolidation of our six smaller subsidiary banks into Simmons Bank. The subsidiary consolidation was completed in August 2014. We made the decision to consolidate in order to effectively meet the increased regulatory burden facing banks, to reduce certain operating costs and more efficiently perform operational duties. After the charter consolidation and the 2015 mergers discussed below, Simmons Bank operates as three separate regions. Below is a listing of our regions:

 

Region Headquarters
Arkansas Region Pine Bluff, Arkansas
Kansas/Missouri Region Springfield, Missouri
Tennessee Region Union City, Tennessee

 

Growth Strategy

 

Over the past 27 years, as we have expanded our markets and services, our growth strategy has evolved and diversified. We have used varying acquisition and internal branching methods to enter key growth markets and increase the size of our footprint.

 

Since 1990 we have completed 13 whole bank acquisitions, 1 trust company, 5 bank branch deals, 1 bankruptcy (363) acquisition, 4 FDIC failed bank acquisitions and 4 Resolution Trust Corporation failed thrift acquisitions.

 

In December 2009, we completed a secondary stock offering by issuing a total of 3,047,500 shares of common stock, including the over-allotment, at a price of $24.50 per share, less underwriting discounts and commissions. The net proceeds of the offering after deducting underwriting discounts and commissions and offering expenses were approximately $70.5 million. The additional capital positioned us to take advantage of unprecedented acquisition opportunities through FDIC-assisted transactions of failed banks.

 

In 2010, we expanded outside the borders of Arkansas by acquiring two failed institutions through FDIC-assisted transactions. The first was a $100 million failed bank located in Springfield, Missouri, and the second was a $400 million failed thrift located in Olathe, Kansas. On both transactions, we entered into a loss share agreement with the FDIC, which provided significant protection of 80% of covered assets.

 

In 2012, we acquired two additional failed institutions through FDIC-assisted transactions. The first was a $300 million failed bank located in St. Louis, Missouri, and the second was a $200 million failed bank located in Sedalia, Missouri. On both transactions, we again entered into a loss share agreement with the FDIC that provided 80% protection of a significant portion of the assets.

 

In 2013, we completed the acquisition of Metropolitan National Bank (“Metropolitan” or “MNB”) from Rogers Bancshares, Inc. (“RBI”). The purchase was completed through an auction of the MNB stock by the U. S. Bankruptcy Court as a part of the Chapter 11 proceeding of RBI. MNB, which was headquartered in Little Rock, Arkansas, served central and northwest Arkansas and had total assets of $950 million. Upon completion of the acquisition, MNB and our Rogers, Arkansas chartered bank, Simmons First Bank of Northwest Arkansas were merged into Simmons Bank. As an in market acquisition, MNB had significant branch overlap with our existing branch footprint. We completed the systems conversion for MNB on March 21, 2014 and simultaneously closed 27 branch locations that had overlapping footprints with other locations.

 

On August 31, 2014, we completed the acquisition of Delta Trust & Banking Corporation (“Delta Trust”), including its wholly-owned bank subsidiary, Delta Trust & Bank. Also headquartered in Little Rock, Delta Trust had total assets of $420 million. The acquisition further expanded Simmons Bank's presence in south, central and northwest Arkansas and allowed us the opportunity to provide services that had not previously been offered with the addition of Delta Trust's insurance agency and securities brokerage service. We merged Delta Trust & Bank into Simmons Bank and completed the systems conversion on October 24, 2014. At that time, we also closed 4 branch locations with overlapping footprints.

 

On March 4, 2014, the Company filed a shelf registration statement with the Securities and Exchange Commission (“SEC”).  Subsequently, on June 18, 2014, we filed Amendment No. 1 to the shelf registration statement. The shelf registration statement allows us to raise capital from time to time, up to an aggregate of $300 million, through the sale of common stock, preferred stock, stock warrants, stock rights or a combination thereof, subject to market conditions.  Specific terms and prices are determined at the time of any offering under a separate prospectus supplement that the Company is required to file with the SEC at the time of the specific offering.

 

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On February 27, 2015, we completed the acquisition of Liberty Bancshares, Inc. (“Liberty”), including its wholly-owned bank subsidiary Liberty Bank. Liberty was headquartered in Springfield, Missouri, served southwest Missouri and had total assets of $1.1 billion. The acquisition further enhanced Simmons Bank's presence not only in southwest Missouri but also in the St. Louis and Kansas City metropolitan areas. The acquisition also allowed us the opportunity to provide services that had not previously been offered in these areas such as trust and securities brokerage services. In addition, Liberty’s expertise in Small Business lending enhanced our commercial offerings throughout our geographies. We merged Liberty Bank into Simmons Bank and completed the systems conversion April 24, 2015.

 

Also on February 27, 2015, we completed the acquisition of Community First Bancshares, Inc. (“Community First”), including its wholly-owned bank subsidiary First State Bank. Community First was headquartered in Union City, Tennessee, served customers through Tennessee and had total assets of $1.9 billion. The acquisition expanded our footprint into Tennessee and allowed us the opportunity to provide additional services to customers in this area and expand our community banking strategy. In addition, Community First’s expertise in Small Business and consumer lending benefited our customers across each region. We merged First State Bank into Simmons Bank and completed the systems conversion September 4, 2015.

 

In September 2015, we entered into an agreement with the FDIC to terminate all loss share agreements which were entered into in 2010 and 2012 in conjunction with the Company’s acquisition of substantially all of the assets (“covered assets”) and assumption of substantially all of the liabilities of four failed banks in FDIC-assisted transactions. Under the early termination, all rights and obligations of the Company and the FDIC under the FDIC loss share agreements, including the clawback provisions and the settlement of loss share and expense reimbursement claims, have been resolved and terminated.

 

Under the terms of the agreement, the FDIC made a net payment of $2,368,000 to Simmons Bank as consideration for the early termination of the loss share agreements. The early termination was recorded in the Company’s financial statements by removing the FDIC indemnification asset, receivable from FDIC, the FDIC true-up liability and recording a one-time, pre-tax charge of $7,476,000. As a result, the Company reclassified loans previously covered by FDIC loss share to loans acquired, not covered by FDIC loss share. Foreclosed assets previously covered by FDIC loss share were reclassified to foreclosed assets not covered by FDIC loss share.

 

On October 29, 2015, we completed the acquisition of Ozark Trust & Investment Corporation (“Ozark Trust”), including its wholly-owned non-deposit trust company, Trust Company of the Ozarks. Headquartered in Springfield, Missouri, Ozark Trust had over $1 billion in assets under management and provided a wide range of financial services for its clients including investment management, trust services, IRA rollover or transfers, successor trustee services, personal representatives and custodial services. As our first acquisition of a fee-only financial firm, Ozark Trust provided a new wealth management capability that can be leveraged across the Company’s entire geographic footprint.

 

On September 9, 2016, we completed the acquisition of Citizens National Bank (“Citizens”), headquartered in Athens, Tennessee. Citizens had total assets of $585.2 million and strengthened our position in east Tennessee by nine branches. The acquisition expanded our footprint in east Tennessee and allowed us the opportunity to provide additional services to customers in this area and expand our community banking strategy. We merged Citizens into Simmons Bank and completed the systems conversion on October 21, 2016.

 

In late 2016 and early 2017, we announced that the Company has entered into definitive merger agreements with Hardeman County Investment Company, Inc. of Jackson, Tennessee; Southwest Bancorp, Inc. of Stillwater, Oklahoma; and First Texas, BHC, Inc. of Fort Worth, Texas. These transactions are expected to close during 2017 and will add approximately $4.9 billion in assets. In addition, these acquisitions will expand our operations into Colorado, Oklahoma and Texas while strengthening our franchise in Kansas. See further discussion in the “Subsequent Events” section of Note 1, in the Notes to Consolidated Financial Statements.

 

Acquisition Strategy

 

Merger and Acquisition activities are an important part of the Company’s growth strategy. We intend to focus our near-term acquisition strategy on traditional acquisitions. We continue to believe that the current economic conditions combined with more restrictive bank regulatory environment will cause many financial institutions to seek merger partners in the near-to-intermediate future. We also believe our community banking philosophy, access to capital and successful acquisition history position us as a purchaser of choice for community banks seeking a strong partner.

 

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We expect that our target areas for acquisitions will continue to be banks operating in growth markets within the existing footprint of Arkansas, Kansas, Missouri and Tennessee markets, as well as banks operating in identified expansion markets including Colorado, Oklahoma, Texas and other areas. In addition, we will pursue opportunities with financial service companies with specialty lines of business and branch acquisitions within the existing markets as and when they arise.

 

As consolidations continue to unfold in the banking industry, the management of risk is an important consideration in how the Company evaluates and consummates those transactions. The senior management teams of both our parent company and bank have had extensive experience during the past twenty-seven years in acquiring banks, branches and deposits and post-acquisition integration of operations. We believe this experience positions us to successfully acquire and integrate banks.

 

The process of merging or acquiring two banking organizations is extremely complex; it requires a great deal of time and effort from both buyer and seller. The business, legal, operational, organizational, accounting, and tax issues all must be addressed if the merger or acquisition is to be successful. Throughout the process, valuation is an important input to the decision-making process, from initial target analysis through integration of the entities. Merger and acquisition strategies are vitally important in order to derive the maximum benefit out of a potential deal.

 

Strategic reasons with respect to negotiated community bank acquisitions include:

 

·Potentially retaining the target institution’s senior management and providing them with an appealing level of autonomy post-integration. We intend to continue to pursue negotiated community bank acquisitions, and we believe that our history with respect to such acquisitions has positioned us as an acquirer of choice for community banks.
·We encourage acquired community banks, their boards and associates to maintain their community involvement, while empowering the banks to offer a broader array of financial products and services. We believe this approach leads to enhanced profitability after the acquisition.
·Taking advantage of future opportunities that can be exploited when the two companies are combined. Companies need to position themselves to take advantage of emerging trends in the marketplace.
·One company may have a major weakness (such as poor distribution or service delivery) whereas the other company has some significant strength. By combining the two companies, each company fills in strategic gaps that are essential for long-term survival.
·Acquiring human resources and intellectual capital can help improve innovative thinking and development within the Company.
·Acquiring a regional or multi-state bank can provide the Company with access to emerging/established markets and/or increased products and services.

 

Loan Risk Assessment

 

As part of our ongoing risk assessment and analysis, the Company utilizes credit policies and procedures, internal credit expertise and several internal layers of review. The internal layers of ongoing review include Regional Chairmen, Regional Senior Credit Officers, the Chief Credit Officer, a Senior Internal Loan Committee and a Director’s Credit Committee. Additionally, the Company has an Asset Quality Review Committee of management that meets quarterly to review the adequacy of the allowance for loan losses. The Committee reviews the status of past due, non-performing and other impaired loans, reserve ratios, and additional performance indicators for Simmons Bank. The appropriateness of the allowance for loan losses is determined based upon the aforementioned performance factors, and provision adjustments are made accordingly.

 

The Board of Directors reviews the adequacy of its allowance for loan losses on a periodic basis giving consideration to past due loans, non-performing loans, other impaired loans, and current economic conditions. Our loan review department monitors loan information monthly. In order to verify the accuracy of the monthly analysis of the allowance for loan losses, the loan review department performs a detailed review of each region’s loan files on a semi-annual basis. Additionally, we have instituted a Special Asset Committee for the purpose of reviewing criticized loans in regard to collateral adequacy, workout strategies and proper reserve allocations.

 

Competition

 

There is significant competition among commercial banks in our various market areas.  In addition, we also compete with other providers of financial services, such as savings and loan associations, credit unions, finance companies, securities firms, insurance companies, full service brokerage firms and discount brokerage firms.  Some of our competitors have greater resources and, as such, may have higher lending limits and may offer other services that we do not provide.  We generally compete on the basis of customer service and responsiveness to customer needs, available loan and deposit products, the rates of interest charged on loans, the rates of interest paid for funds, and the availability and pricing of trust and brokerage services.

 

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Principal Offices and Available Information

 

Our principal executive offices are located at 501 Main Street, Pine Bluff, Arkansas 71601, and our telephone number is (870) 541-1000.  We also have corporate offices in Little Rock, Arkansas.  We maintain a website at http://www.simmonsbank.com.  On this website under the section “Investor Relations”, we make our filings with the Securities and Exchange Commission available free of charge, along with other Company news and announcements.

 

Employees

 

As of December 31, 2016, the Company and its subsidiaries had approximately 1,875 full time equivalent employees.  None of the employees is represented by any union or similar groups, and we have not experienced any labor disputes or strikes arising from any such organized labor groups.  We consider our relationship with our employees to be good.

 

 

 

SUPERVISION AND REGULATION

 

The Company

 

The Company, as a bank holding company, is subject to both federal and state regulation.  Under federal law, a bank holding company generally must obtain approval from the Board of Governors of the Federal Reserve System ("FRB") before acquiring ownership or control of the assets or stock of a bank or a bank holding company.  Prior to approval of any proposed acquisition, the FRB will review the effect on competition of the proposed acquisition, as well as other regulatory issues.

 

The federal law generally prohibits a bank holding company from directly or indirectly engaging in non-banking activities.  This prohibition does not include loan servicing, liquidating activities or other activities so closely related to banking as to be a proper incident thereto.  Bank holding companies, including Simmons First National Corporation, which have elected to qualify as financial holding companies, are authorized to engage in financial activities.  Financial activities include any activity that is financial in nature or any activity that is incidental or complimentary to a financial activity.

 

As a financial holding company, we are required to file with the FRB an annual report and such additional information as may be required by law.  From time to time, the FRB examines the financial condition of the Company and its subsidiaries.  The FRB, through civil and criminal sanctions, is authorized to exercise enforcement powers over bank holding companies (including financial holding companies) and non-banking subsidiaries, to limit activities that represent unsafe or unsound practices or constitute violations of law.

 

We are subject to certain laws and regulations of the state of Arkansas applicable to financial and bank holding companies, including examination and supervision by the Arkansas Bank Commissioner.  Under Arkansas law, a financial or bank holding company is prohibited from owning more than one subsidiary bank, if any subsidiary bank owned by the holding company has been chartered for less than five years and, further, requires the approval of the Arkansas Bank Commissioner for any acquisition of more than 25% of the capital stock of any other bank located in Arkansas.  No bank acquisition may be approved if, after such acquisition, the holding company would control, directly or indirectly, banks having 25% of the total bank deposits in the state of Arkansas, excluding deposits of other banks and public funds.

 

Federal legislation allows bank holding companies (including financial holding companies) from any state to acquire banks located in any state without regard to state law, provided that the holding company (1) is adequately capitalized, (2) is adequately managed, (3) would not control more than 10% of the insured deposits in the United States or more than 30% of the insured deposits in such state, and (4) such bank has been in existence at least five years if so required by the applicable state law.

 

Subsidiary Bank

 

During the fourth quarter of 2010, the Company realigned the regulatory oversight for its affiliate banks in order to create efficiencies through regulatory standardization.  We operated as a multi-bank holding company and over the years, have acquired several banks.  In accordance with the corporate strategy, in place at that time, of leaving the bank structure unchanged, each acquired bank stayed intact as did its regulatory structure.  As a result, the Company’s eight affiliate banks were regulated by the Arkansas State Bank Department, the Federal Reserve, the FDIC, and/or the Office of the Comptroller of the Currency (“OCC”).

 

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Following the regulatory realignment, the Simmons First National Bank remained a national bank regulated by the OCC while the other affiliate banks became state member banks with the Arkansas State Bank Department as their primary regulator and the Federal Reserve as their federal regulator. Because of the overlap in footprint, during the fourth quarter of 2013 we merged Simmons First Bank of Northwest Arkansas into Simmons First National Bank in conjunction with our acquisition of Metropolitan, reducing the number of affiliate state member banks to six. During 2014 we consolidated six of our smaller subsidiary banks into Simmons First National Bank. After the subsidiary banks were merged into the Simmons Bank, the OCC remained Simmons Bank’s primary regulator.

 

In January 2016 the board of directors for the Bank approved a recommendation to convert from a national bank charter to a state bank charter. Effective April 1, 2016, the Bank converted from a national banking association to an Arkansas state-chartered bank. The Bank’s name changed to Simmons Bank. Simmons Bank is a member of the Federal Reserve System through the Federal Reserve Bank of St. Louis. The charter conversion was a strategic undertaking that we believe will enhance our operations in the long term.

 

The lending powers of our subsidiary bank are generally subject to certain restrictions, including the amount which may be lent to a single borrower.  Simmons Bank is a member of the FDIC, which provides insurance on deposits of each member bank up to applicable limits by the Deposit Insurance Fund.  For this protection, Simmons Bank pays a statutory assessment to the FDIC each year.

 

Federal law substantially restricts transactions between banks and their affiliates.  As a result, our subsidiary bank is limited in making extensions of credit to the Company, investing in the stock or other securities of the Company and engaging in other financial transactions with the Company.  Those transactions that are permitted must generally be undertaken on terms at least as favorable to the bank as those prevailing in comparable transactions with independent third parties.

 

Potential Enforcement Action for Bank Holding Companies and Banks

 

Enforcement proceedings seeking civil or criminal sanctions may be instituted against any bank, any financial or bank holding company, any director, officer, employee or agent of the bank or holding company, which is believed by the federal banking agencies to be violating any administrative pronouncement or engaged in unsafe and unsound practices.  In addition, the FDIC may terminate the insurance of accounts, upon determination that the insured institution has engaged in certain wrongful conduct or is in an unsound condition to continue operations.

 

Risk-Weighted Capital Requirements for the Company and the Subsidiary Banks

 

Since 1993, banking organizations (including financial holding companies, bank holding companies and banks) were required to meet a minimum ratio of Total Capital to Total Risk-Weighted Assets of 8%, of which at least 4% must be in the form of Tier 1 Capital.  A well-capitalized institution was one that had at least a 10% "total risk-based capital" ratio.  

 

Effective January 1, 2015, the Company and the Bank became subject to new capital regulations (the “Basel III Capital Rules”) adopted by the Federal Reserve in July 2013 establishing a new comprehensive capital framework for U.S. Banks. The Basel III Capital Rules substantially revise the risk-based capital requirements applicable to bank holding companies and depository institutions compared to the previous U.S. risk-based capital rules. Full compliance with all of the final rule’s requirements will be phased in over a multi-year schedule. For a tabular summary of our risk-weighted capital ratios, see "Management's Discussion and Analysis of Financial Condition and Results of Operations – Capital" and Note 20, Stockholders’ Equity, of the Notes to Consolidated Financial Statements.

 

The final rules include a new common equity Tier 1 capital to risk-weighted assets (CET1) ratio of 4.5% and a common equity Tier 1 capital conservation buffer of 2.5% of risk-weighted assets. CET1 generally consists of common stock; retained earnings; accumulated other comprehensive income and certain minority interests; all subject to applicable regulatory adjustments and deductions. The Company and Bank must hold a capital conservation buffer composed of CET1 capital above its minimum risk-based capital requirements. The implementation of the capital conservation buffer began on January 1, 2016, at the 0.625% level and will phase in over a four-year period (increasing by that amount on each subsequent January 1 until it reaches 2.5% on January 1, 2019).

 

A banking organization's qualifying total capital consists of two components: Tier 1 Capital and Tier 2 Capital.  Tier 1 Capital is an amount equal to the sum of common shareholders' equity, hybrid capital instruments (instruments with characteristics of debt and equity) in an amount up to 25% of Tier 1 Capital, certain preferred stock and the minority interest in the equity accounts of consolidated subsidiaries.  For bank holding companies and financial holding companies, goodwill (net of any deferred tax liability associated with that goodwill) may not be included in Tier 1 Capital.  Identifiable intangible assets may be included in Tier 1 Capital for banking organizations, in accordance with certain further requirements.  At least 50% of the banking organization's total regulatory capital must consist of Tier 1 Capital.

 

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Tier 2 Capital is an amount equal to the sum of the qualifying portion of the allowance for loan losses, certain preferred stock not included in Tier 1, hybrid capital instruments (instruments with characteristics of debt and equity), certain long-term debt securities and eligible term subordinated debt, in an amount up to 50% of Tier 1 Capital.  The eligibility of these items for inclusion as Tier 2 Capital is subject to certain additional requirements and limitations of the federal banking agencies.

 

The Basel III Capital Rules expanded the risk-weighting categories from the previous four Basel I-derived categories (0%, 20%, 50% and 100%) to a much larger and more risk-sensitive number of categories, depending on the nature of the assets, generally ranging from 0% for U.S. government and agency securities, to 600% for certain equity exposures, and resulting in higher risk weights for a variety of asset categories, including many residential mortgages and certain commercial real estate.

 

Under the new capital regulations, the minimum capital ratios are: (1) a CET1 capital ratio of 4.5% of risk-weighted assets; (2) a Tier 1 capital ratio of 6.0% of risk-weighted assets; (3) a total risk-based capital ratio of 8.0% of risk-weighted assets; and (4) a leverage ratio (the ratio of Tier 1 capital to average total adjusted assets) of 4.0%. The FDIC's prompt corrective action standards changed when these new capital regulations became effective. Under the new standards, in order to be considered well-capitalized, the Bank must have a ratio of CET1 capital to risk-weighted assets of 6.5% (new), a ratio of Tier 1 capital to risk-weighted assets of 8% (increased from 6%), a ratio of total capital to risk-weighted assets of 10% (unchanged), and a leverage ratio of 5% (unchanged); and in order to be considered adequately capitalized, it must have the minimum capital ratios described above.

 

Federal Deposit Insurance Corporation Improvement Act

 

The Federal Deposit Insurance Corporation Improvement Act ("FDICIA"), enacted in 1991, requires the FDIC to increase assessment rates for insured banks and authorizes one or more "special assessments," as necessary for the repayment of funds borrowed by the FDIC or any other necessary purpose.  As directed in FDICIA, the FDIC has adopted a transitional risk-based assessment system, under which the assessment rate for insured banks will vary according to the level of risk incurred in the bank's activities.  The risk category and risk-based assessment for a bank is determined from its classification, pursuant to the regulation, as well capitalized, adequately capitalized or undercapitalized.

 

FDICIA substantially revised the bank regulatory provisions of the Federal Deposit Insurance Act and other federal banking statutes, requiring federal banking agencies to establish capital measures and classifications.  Pursuant to the regulations issued under FDICIA, a depository institution will be deemed to be well capitalized if it significantly exceeds the minimum level required for each relevant capital measure; adequately capitalized if it meets each such measure; undercapitalized if it fails to meet any such measure; significantly undercapitalized if it is significantly below any such measure; and critically undercapitalized if it fails to meet any critical capital level set forth in regulations.  The federal banking agencies must promptly mandate corrective actions by banks that fail to meet the capital and related requirements in order to minimize losses to the FDIC.  At its most recent Federal Reserve examination, the Company’s subsidiary bank, Simmons Bank, was determined to be well capitalized under these regulations.

 

The federal banking agencies are required by FDICIA to prescribe standards for banks and bank holding companies (including financial holding companies) relating to operations and management, asset quality, earnings, stock valuation and compensation.  A bank or bank holding company that fails to comply with such standards will be required to submit a plan designed to achieve compliance.  If no plan is submitted or the plan is not implemented, the bank or holding company would become subject to additional regulatory action or enforcement proceedings.

 

A variety of other provisions included in FDICIA may affect the operations of the Company and the subsidiary banks, including new reporting requirements, revised regulatory standards for real estate lending, "truth in savings" provisions, and the requirement that a depository institution give 90 days prior notice to customers and regulatory authorities before closing any branch.

 

Dodd-Frank Wall Street Reform and Consumer Protection Act

 

On July 21, 2010, the President signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”), which significantly changes the regulation of financial institutions and the financial services industry.  The Dodd-Frank Act includes provisions affecting large and small financial institutions alike, including several provisions that profoundly affect how community banks, thrifts, and small bank and thrift holding companies are regulated.  Among other things, these provisions abolish the Office of Thrift Supervision and transfer its functions to the other federal banking agencies, relax rules regarding interstate branching, allow financial institutions to pay interest on business checking accounts, and impose new capital requirements on bank and thrift holding companies.

 

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The Dodd-Frank Act also established the Bureau of Consumer Financial Protection (the “CFPB”) as an independent entity within the Federal Reserve, which will be given the authority to promulgate consumer protection regulations applicable to all entities offering consumer financial services or products, including banks.  Additionally, the Dodd-Frank Act includes a series of provisions covering mortgage loan origination standards affecting, among other things, originator compensation, minimum repayment standards, and pre-payment penalties.  The Dodd-Frank Act contains numerous other provisions affecting financial institutions of all types, many of which have an impact on our operating environment, including among other things, our regulatory compliance costs.

 

FDIC Deposit Insurance and Assessments

 

Our customer deposit accounts are insured up to applicable limits by the FDIC’s Deposit Insurance Fund (“DIF) up to $250,000 per separately insured depositor.

 

The Dodd-Frank Act changed how the FDIC calculates deposit insurance premiums payable by insured depository institutions.  The Dodd-Frank Act directed the FDIC to amend its assessment regulations so that assessments are generally based upon a depository institution’s average total consolidated assets minus the average tangible equity of the insured depository institution during the assessment period, whereas assessments were previously based on the amount of an institution’s insured deposits.  

 

The minimum deposit insurance fund rate will increase from 1.15% to 1.35% by September 30, 2020, and the cost of the increase will be borne by depository institutions with assets of $10 billion or more. When our bank subsidiary exceeds $10 billion in total assets, then it will become subject to the assessment rates assigned to larger banks which may result in higher deposit insurance premiums. The FDIC adopted a final rule on February 7, 2011 that implemented these provisions of the Dodd-Frank Act.

 

On April 26, 2016, the FDIC approved a final rule to improve the deposit insurance assessment system for the established small insured depository institutions and the rule became effective on July 1, 2016. This final rule determines assessment rates using financial measures and supervisory ratings derived from a statistical model estimating the probability of failure over three years. The final rule eliminates risk categories, but establishes minimum and maximum assessment rates based on regulatory composite ratings.

 

In addition, the final rule maintains the range of initial assessment rates that apply once the Deposit Insurance Fund reaches 1.15% and as such initial deposit insurance assessment rates fall once the reserve ratio reaches that threshold. The reserve ratio reached 1.15% as of September 30, 2016.

 

Pending Legislation

 

Because of concerns relating to competitiveness and the safety and soundness of the banking industry, Congress often considers a number of wide-ranging proposals for altering the structure, regulation, and competitive relationships of the nation’s financial institutions.  We cannot predict whether or in what form any proposals will be adopted or the extent to which our business may be affected.

 

Additional Impacts of Future Growth

 

In late 2016 and early 2017, the Company announced that it has entered into definitive agreements and plans of merger with three bank holding companies (“Announced Acquisitions”) (see “Subsequent Events,” in Note 1, of the Notes to Consolidated Financial Statements). The Announced Acquisitions are expected to close during 2017, and each of the bank holding companies’ subsidiary banks are expected to be subsequently merged into the Company’s subsidiary bank, Simmons Bank (the bank mergers, together with the Announced Acquisitions, are hereinafter referred to as the “Anticipated Transactions”). Upon the completion of the Anticipated Transactions, both the Company and Simmons Bank are expected to have assets in excess of $10 billion.

 

The Dodd-Frank Act and associated Federal Reserve regulations cap the interchange rate on debit card transactions that can be charged by banks that, together with their affiliates, have at least $10 billion in assets at $0.21 per transaction plus five basis points multiplied by the value of the transaction. The cap goes into effect July 1st of the year following the year in which a bank reaches the $10 billion asset threshold. Due to the Company’s Announced Acquisitions, Simmons Bank, when viewed together with its affiliates, expects to have assets in excess of $10 billion by December 31, 2017, and anticipates, therefore, that it will be subject to the interchange rate cap effective July 1, 2018. Because of the cap, Simmons Bank estimates that it will receive approximately $3.8 million less in debit card fees on an after-taxis basis in 2018 and $7.5 million less on an after-tax basis in 2019.

 

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The Dodd-Frank Act also requires banks and bank holding companies with more than $10 billion in assets to conduct annual stress tests. In anticipation of becoming subject to this requirement, the Company and Simmons Bank have begun the necessary preparations, including undertaking a gap analysis, implementing enhancements to the audit and compliance departments, and investing in various information technology systems. However, the Company believes that significant, additional expenditures will be required in order to fully comply with the stress testing requirements. Based upon the expected closing dates of the Anticipated Transactions, the Company believes that the first stress test will be required to be reported in or around July 2020 for the fiscal year 2019.

 

Additionally, as noted above, the Dodd-Frank Act established the CFPB and granted it supervisory authority over banks with total assets of more than $10 billion. After completion of the Anticipated Transactions, Simmons Bank will become subject to CFPB oversight with respect to its compliance with federal consumer financial laws. Simmons Bank will continue to be subject to the oversight of its other regulators with respect to matters outside the scope of the CFPB’s jurisdiction. While the CFPB has broad rule-making, supervisory and examination authority, as well as expanded data collecting and enforcement powers, its ultimate impact on the operations of Simmons Bank remains uncertain.

 

 

 

ITEM 1A.RISK FACTORS

 

Risks Related to Our Industry

 

Our business may be adversely affected by conditions in the financial markets and general economic conditions.

 

Changes in economic conditions could cause the values of assets and liabilities recorded in the financial statements to change rapidly, resulting in material future adjustments in asset values, the allowance for loan losses, or capital that could negatively impact the Company's ability to meet regulatory capital requirements and maintain sufficient liquidity.

 

The previous economic downturn elevated unemployment levels and negatively impacted consumer confidence. It also had a detrimental impact on industry-wide performance nationally as well as the Company's market areas. Since 2013, improvement in several economic indicators have been noted, including increasing consumer confidence levels, increased economic activity and a continued decline in unemployment levels.

 

Market conditions have also led to the failure or merger of a number of prominent financial institutions. Financial institution failures or near-failures have resulted in further losses as a consequence of defaults on securities issued by them and defaults under contracts entered into with such entities as counterparties. Furthermore, declining asset values, defaults on mortgages and consumer loans, and the lack of market and investor confidence, as well as other factors, have all combined to increase credit default swap spreads, to cause rating agencies to lower credit ratings, and to otherwise increase the cost and decrease the availability of liquidity, despite very significant declines in Federal Reserve borrowing rates and other government actions. Some banks and other lenders have suffered significant losses and have become reluctant to lend, even on a secured basis, due to the increased risk of default and the impact of declining asset values on the value of collateral. The foregoing has significantly weakened the strength and liquidity of some financial institutions worldwide.

 

The Company’s financial performance generally, and in particular the ability of borrowers to pay interest on and repay principal of outstanding loans and the value of collateral securing those loans, is highly dependent upon the business environment in the states where we operate, and in the United States as a whole. A favorable business environment is generally characterized by, among other factors, economic growth, efficient capital markets, low inflation, high business and investor confidence and strong business earnings. Unfavorable or uncertain economic and market conditions can be caused by: declines in economic growth, business activity or investor or business confidence; limitations on the availability or increases in the cost of credit and capital; increases in inflation or interest rates;  natural disasters; or a combination of these or other factors.

 

The business environment in the states where we operate could deteriorate and adversely affect the credit quality of our loans and our results of operations and financial condition. There can be no assurance that business and economic conditions will remain stable in the near term.

 

Financial legislative and regulatory initiatives could adversely affect the results of our operations.

 

In response to the financial crisis affecting the banking system and financial markets, the Dodd-Frank Act was enacted in 2010, as well as several programs that have been initiated by the U.S. Treasury, the FRB, and the FDIC. Some of the provisions of legislation and regulation that can adversely impact the Company include: the Durbin Amendment to the Dodd-Frank Act which mandates a limit to debit card interchange fees and Regulation E amendments to the EFTA regarding overdraft fees. These provisions can limit the type of products we offer, the methods by which we offer them, and the prices at which they are offered. These provisions can also increase our costs in offering these products.

 

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The CFPB has unprecedented authority over the regulation of consumer financial products and services. The CFPB has broad rule-making, supervisory and examination authority, as well as expanded data collecting and enforcement powers. The scope and impact of the CFPB's actions cannot be fully determined at this time, which creates significant uncertainty for the Company and the financial services industry in general.

 

These laws, regulations, and changes can increase our costs of regulatory compliance. They also can significantly affect the markets in which we do business, the markets for and value of our investments, and our ongoing operations, costs, and profitability. The ultimate impact of the many provisions in the Dodd-Frank Act and other legislative and regulatory initiatives on the Company's business and results of operations will depend upon the continued development of regulatory interpretation and rulemaking. As a result, we are unable to predict the ultimate impact of the Dodd-Frank Act or of other future legislation or regulation, including the extent to which it could increase costs or limit our ability to pursue business opportunities in an efficient manner, or otherwise adversely affect our business, financial condition and results of operations.

 

Difficult market conditions have adversely affected our industry.

 

The financial markets have experienced significant volatility over the past several years. In some cases, the financial markets have produced downward pressure on stock prices and credit availability for certain issuers without regard to those issuers’ underlying financial strength. If financial market volatility worsens, or if there are more disruptions in the financial markets, including disruptions to the United States or international banking systems, there can be no assurance that we will not experience an adverse effect, which may be material, on our ability to access capital and on our business, financial condition and results of operations.

 

Risks Related to Our Business

 

Our concentration of banking activities in Arkansas, Kansas, Missouri and Tennessee, including our real estate loan portfolio, makes us more vulnerable to adverse conditions in the particular local markets in which we operate.

 

Our subsidiary bank operates primarily within the states of Arkansas, Kansas, Missouri and Tennessee, where the majority of the buildings and properties securing our loans and the businesses of our customers are located. Our financial condition, results of operations and cash flows are subject to changes in the economic conditions in these four states, the ability of our borrowers to repay their loans, and the value of the collateral securing such loans. We largely depend on the continued growth and stability of the communities we serve for our continued success. Declines in the economies of these communities or the states, in general could adversely affect our ability to generate new loans or to receive repayments of existing loans, and our ability to attract new deposits, thus adversely affecting our net income, profitability and financial condition.

 

The ability of our borrowers to repay their loans could also be adversely impacted by the significant changes in market conditions in the region or by changes in local real estate markets, including deflationary effects on collateral value caused by property foreclosures. This could result in an increase in our charge-offs and provision for loan losses. Either of these events would have an adverse impact on our results of operations.

 

A significant decline in general economic conditions caused by inflation, recession, unemployment, acts of terrorism or other factors beyond our control could also have an adverse effect on our financial condition and results of operations. In addition, because multi-family and commercial real estate loans represent the majority of our real estate loans outstanding, a decline in tenant occupancy due to such factors or for other reasons could adversely impact the ability of our borrowers to repay their loans on a timely basis, which could have a negative impact on our results of operations.

 

Deteriorating credit quality, particularly in our credit card portfolio, may adversely impact us.

 

We have a significant consumer credit card portfolio. Although we experienced a decreased amount of net charge-offs in our credit card portfolio in recent years, the amount of net charge-offs could worsen. While we continue to experience a better performance with respect to net charge-offs than the national average in our credit card portfolio, our net charge-offs were 1.28% of our average outstanding credit card balances for the years ended December 31, 2016 and 2015. Future downturns in the economy could adversely affect consumers in a more delayed fashion compared to commercial businesses in general. Increasing unemployment and diminished asset values may prevent our credit card customers from repaying their credit card balances which could result in an increased amount of our net charge-offs that could have a material adverse effect on our unsecured credit card portfolio.

 

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Changes to consumer protection laws may impede our origination or collection efforts with respect to credit card accounts, change account holder use patterns or reduce collections, any of which may result in decreased profitability of our credit card portfolio.

 

Credit card receivables that do not comply with consumer protection laws may not be valid or enforceable under their terms against the obligors of those credit card receivables. Federal and state consumer protection laws regulate the creation and enforcement of consumer loans, including credit card receivables. For instance, the federal Truth in Lending Act was amended by the “Credit Card Accountability, Responsibility and Disclosure Act of 2009,” or the “Credit CARD Act,” which, among other things:

 

·prevents any increases in interest rates and fees during the first year after a credit card account is opened, and increases at any time on interest rates on existing credit card balances, unless (i) the minimum payment on the related account is 60 or more days delinquent, (ii) the rate increase is due to the expiration of a promotional rate, (iii) the account holder fails to comply with a negotiated workout plan or (iv) the increase is due to an increase in the index rate for a variable rate credit card;
·requires that any promotional rates for credit cards be effective for at least six months;
·requires 45 days notice for any change of an interest rate or any other significant changes to a credit card account;
·empowers federal bank regulators to promulgate rules to limit the amount of any penalty fees or charges for credit card accounts to amounts that are “reasonable and proportional to the related omission or violation;” and
·requires credit card companies to mail billing statements 21 calendar days before the due date for account holder payments.

 

As a result of the Credit CARD Act and other consumer protection laws and regulations, it may be more difficult for us to originate additional credit card accounts or to collect payments on credit card receivables, and the finance charges and other fees that we can charge on credit card account balances may be reduced. Furthermore, account holders may choose to use credit cards less as a result of these consumer protection laws. Each of these results, independently or collectively, could reduce the effective yield on revolving credit card accounts and could result in decreased profitability of our credit card portfolio.

 

Our growth and expansion strategy may not be successful, and our market value and profitability may suffer.

 

We have historically employed, as important parts of our business strategy, growth through acquisition of banks and, to a lesser extent, through branch acquisitions and de novo branching. Any future acquisitions in which we might engage will be accompanied by the risks commonly encountered in acquisitions. These risks include, among other risks:

 

·credit risk associated with the acquired bank’s loans and investments;
·difficulty of integrating operations and personnel; and
·potential disruption of our ongoing business.

 

In addition to pursuing the acquisition of existing viable financial institutions as opportunities arise we may also continue to engage in de novo branching to further our growth strategy. De novo branching and growing through acquisition involve numerous risks, including the following:

 

·the inability to obtain all required regulatory approvals;
·the significant costs and potential operating losses associated with establishing a de novo branch or a new bank;
·the inability to secure the services of qualified senior management;
·the local market may not accept the services of a new bank owned and managed by a bank holding company headquartered outside of the market area of the new bank;
·the risk of encountering an economic downturn in the new market;
·the inability to obtain attractive locations within a new market at a reasonable cost; and
·the additional strain on management resources and internal systems and controls.

 

We expect that competition for suitable acquisition candidates will be significant. We may compete with other banks or financial service companies that are seeking to acquire our acquisition candidates, many of which are larger competitors and have greater financial and other resources. We cannot assure you that we will be able to successfully identify and acquire suitable acquisition targets on acceptable terms and conditions. Further, we cannot assure you that we will be successful in overcoming these risks or any other problems encountered in connection with acquisitions and de novo branching. Our inability to overcome these risks could have an adverse effect on our ability to achieve our business and growth strategy and maintain or increase our market value and profitability.

 

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Our recent results do not indicate our future results and may not provide guidance to assess the risk of an investment in our common stock.

 

We may not be able to sustain our historical rate of growth or be able to expand our business. Various factors, such as economic conditions, regulatory and legislative considerations and competition, may also impede or prohibit our ability to expand our market presence. We may also be unable to identify advantageous acquisition opportunities or, once identified, enter into transactions to make such acquisitions. If we are not able to successfully grow our business, our financial condition and results of operations could be adversely affected.

 

Our cost of funds may increase as a result of general economic conditions, interest rates and competitive pressures.

 

Our cost of funds may increase as a result of general economic conditions, fluctuations in interest rates and competitive pressures. We have traditionally obtained funds principally through local deposits as we have a base of lower cost transaction deposits. Our costs of funds and our profitability and liquidity are likely to be adversely affected, if we have to rely upon higher cost borrowings from other institutional lenders or brokers to fund loan demand or liquidity needs. Also, changes in our deposit mix and growth could adversely affect our profitability and the ability to expand our loan portfolio.

 

We may not be able to raise the additional capital we need to grow and, as a result, our ability to expand our operations could be materially impaired.

 

Federal and state regulatory authorities require us and our subsidiary banks to maintain adequate levels of capital to support our operations. Many circumstances could require us to seek additional capital, such as:

 

·faster than anticipated growth;
·reduced earning levels;
·operating losses;
·changes in economic conditions;
·revisions in regulatory requirements; or
·additional acquisition opportunities.

 

Our ability to raise additional capital will largely depend on our financial performance, and on conditions in the capital markets which are outside our control. If we need additional capital but cannot raise it on terms acceptable to us, our ability to expand our operations or to engage in acquisitions could be materially impaired.

 

Accounting standards periodically change and the application of our accounting policies and methods may require management to make estimates about matters that are uncertain.

 

The regulatory bodies that establish accounting standards, including, among others, the Financial Accounting Standards Board and the SEC, periodically revise or issue new financial accounting and reporting standards that govern the preparation of our consolidated financial statements. The effect of such revised or new standards on our financial statements can be difficult to predict and can materially impact how we record and report our financial condition and results of operations.

 

In addition, our management must exercise judgment in appropriately applying many of our accounting policies and methods so they comply with generally accepted accounting principles. In some cases, management may have to select a particular accounting policy or method from two or more alternatives. In some cases, the accounting policy or method chosen might be reasonable under the circumstances and yet might result in our reporting materially different amounts than would have been reported if we had selected a different policy or method. Accounting policies are critical to fairly presenting our financial condition and results of operations and may require management to make difficult, subjective or complex judgments about matters that are uncertain.

 

The Federal Reserve Board’s source of strength doctrine could require that we divert capital to our subsidiary bank instead of applying available capital towards planned uses, such as engaging in acquisitions or paying dividends to shareholders.

 

The FRB’s policies and regulations require that a bank holding company, including a financial holding company, serve as a source of financial strength to its subsidiary banks, and further provide that a bank holding company may not conduct operations in an unsafe or unsound manner. It is the FRB’s policy that a bank holding company should stand ready to use available resources to provide adequate capital to its subsidiary banks during periods of financial stress or adversity, such as during periods of significant loan losses, and that such holding company should maintain the financial flexibility and capital-raising capacity to obtain additional resources for assisting its subsidiary banks if such a need were to arise.

 

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A bank holding company’s failure to meet its obligations to serve as a source of strength to its subsidiary banks will generally be considered to be an unsafe and unsound banking practice or a violation of the FRB’s regulations, or both. Accordingly, if the financial condition of our subsidiary banks were to deteriorate, we could be compelled to provide financial support to our subsidiary banks at a time when, absent such FRB policy, we may not deem it advisable to provide such assistance. Under such circumstances, there is a possibility that we may not either have adequate available capital or feel sufficiently confident regarding our financial condition, to enter into acquisitions, pay dividends, or engage in other corporate activities.

 

We may incur environmental liabilities with respect to properties to which we take title.

 

A significant portion of our loan portfolio is secured by real property. In the course of our business, we may own or foreclose and take title to real estate and could become subject to environmental liabilities with respect to these properties. We may become responsible to a governmental agency or third parties for property damage, personal injury, investigation and clean-up costs incurred by those parties in connection with environmental contamination, or may be required to investigate or clean-up hazardous or toxic substances, or chemical releases at a property. The costs associated with environmental investigation or remediation activities could be substantial. If we were to become subject to significant environmental liabilities, it could have a material adverse effect on our results of operations and financial condition.

 

Our management has broad discretion over the use of proceeds from future stock offerings.

 

Although we generally indicate our intent to use the proceeds from stock offerings for general corporate purposes, including funding internal growth and selected future acquisitions, our Board of Directors retains significant discretion with respect to the use of the proceeds from possible future offerings. If we use the funds to acquire other businesses, there can be no assurance that any business we acquire will be successfully integrated into our operations or otherwise perform as expected.

 

A breach, including cyber-attacks, in the security of our systems could disrupt our business, result in the disclosure of confidential information, damage our reputation and create significant financial and legal exposure for us.

 

Our businesses are dependent on our ability and the ability of our third party service providers to process, record and monitor a large number of transactions. If the financial, accounting, data processing or other operating systems and facilities fail to operate properly, become disabled, experience security breaches or have other significant shortcomings, our results of operations could be materially adversely affected.

 

Although we and our third party service providers devote significant resources to maintain and regularly upgrade our systems and processes that are designed to protect the security of computer systems, software, networks and other technology assets and the confidentiality, integrity and availability of information belonging to us and our customers, there is no assurance that our security systems and those of our third party service providers will provide absolute security. Financial services institutions and companies engaged in data processing have reported breaches in the security of their websites or other systems, some of which have involved sophisticated and targeted attacks intended to obtain unauthorized access to confidential information, destroy data, disable or degrade service, or sabotage systems, often through the introduction of computer viruses or malware, cyber-attacks and other means. Certain financial institutions in the United States have also experienced attacks from technically sophisticated and well-resourced third parties that were intended to disrupt normal business activities by making internet banking systems inaccessible to customers for extended periods. These “denial-of-service” attacks have not breached our data security systems, but require substantial resources to defend, and may affect customer satisfaction and behavior.

 

Despite our efforts and those of our third party service providers to ensure the integrity of our systems, it is possible that we may not be able to anticipate or to implement effective preventive measures against all security breaches of these types, especially because the techniques used change frequently or are not recognized until launched, and because security attacks can originate from a wide variety of sources, including persons who are involved with organized crime or associated with external service providers or who may be linked to terrorist organizations or hostile foreign governments. Those parties may also attempt to fraudulently induce employees, customers or other users of our systems to disclose sensitive information in order to gain access to our data or that of our customers or clients. These risks may increase in the future as we continue to increase our mobile payments and other internet based product offerings and expand our internal usage of web-based products and applications. If our security systems were penetrated or circumvented, it could cause serious negative consequences for us, including significant disruption of our operations, misappropriation of our confidential information or that of our customers, or damage our computers or systems and those of our customers and counterparties, and could result in violations of applicable privacy and other laws, financial loss to us or to our customers, loss of confidence in our security measures, customer dissatisfaction, significant litigation exposure, and harm to our reputation, all of which could have a material adverse effect on us.

 

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Risks Related to Owning Our Stock

 

The holders of our subordinated debentures have rights that are senior to those of our shareholders. If we defer payments of interest on our outstanding subordinated debentures or if certain defaults relating to those debentures occur, we will be prohibited from declaring or paying dividends or distributions on, and from making liquidation payments with respect to our common stock.

 

We have subordinated debentures issued in connection with trust preferred securities. Payments of the principal and interest on the trust preferred securities are unconditionally guaranteed by us. The subordinated debentures are senior to our shares of common stock. As a result, we must make payments on the subordinated debentures (and the related trust preferred securities) before any dividends can be paid on our common stock and, in the event of our bankruptcy, dissolution or liquidation, the holders of the debentures must be satisfied before any distributions can be made to the holders of our common stock. We have the right to defer distributions on the subordinated debentures (and the related trust preferred securities) for up to five years, during which time no dividends may be paid to holders of our capital stock. If we elect to defer or if we default with respect to our obligations to make payments on these subordinated debentures, this would likely have a material adverse effect on the market value of our common stock. Moreover, without notice to or consent from the holders of our common stock, we may issue additional series of subordinated debt securities in the future with terms similar to those of our existing subordinated debt securities or enter into other financing agreements that limit our ability to purchase or to pay dividends or distributions on our capital stock.

 

We may be unable to, or choose not to, pay dividends on our common stock.

 

We cannot assure you of our ability to continue to pay dividends. Our ability to pay dividends depends on the following factors, among others:

 

·We may not have sufficient earnings since our primary source of income, the payment of dividends to us by our subsidiary banks, is subject to federal and state laws that limit the ability of those banks to pay dividends;
·FRB policy requires bank holding companies to pay cash dividends on common stock only out of net income available over the past year and only if prospective earnings retention is consistent with the organization’s expected future needs and financial condition; and
·Our Board of Directors may determine that, even though funds are available for dividend payments, retaining the funds for internal uses, such as expansion of our operations, is a better strategy.

 

If we fail to pay dividends, capital appreciation, if any, of our common stock may be the sole opportunity for gains on an investment in our common stock. In addition, in the event our subsidiary banks become unable to pay dividends to us, we may not be able to service our debt or pay our other obligations or pay dividends on our common stock. Accordingly, our inability to receive dividends from our subsidiary banks could also have a material adverse effect on our business, financial condition and results of operations and the value of your investment in our common stock.

 

There may be future sales of additional common stock or preferred stock or other dilution of our equity, which may adversely affect the value of our common stock.

 

We are not restricted from issuing additional common stock or preferred stock, including any securities that are convertible into or exchangeable for, or that represent the right to receive, common stock or preferred stock or any substantially similar securities. The value of our common stock could decline as a result of sales by us of a large number of shares of common stock or preferred stock or similar securities in the market or the perception that such sales could occur.

 

Anti-takeover provisions could negatively impact our shareholders.

 

Provisions of our articles of incorporation and by-laws and federal banking laws, including regulatory approval requirements, could make it more difficult for a third party to acquire us, even if doing so would be perceived to be beneficial to our shareholders. The combination of these provisions effectively inhibits a non-negotiated merger or other business combination, which, in turn, could adversely affect the market price of our common stock. These provisions could also discourage proxy contests and make it more difficult for holders of our common stock to elect directors other than the candidates nominated by our Board of Directors.

 

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ITEM 1B.UNRESOLVED STAFF COMMENTS

 

There are currently no unresolved Commission staff comments.

 

ITEM 2.PROPERTIES

 

The principal offices of the Company and of Simmons Bank consist of an eleven-story office building and adjacent office space located in the central business district of the city of Pine Bluff, Arkansas.  We have additional corporate offices located in Little Rock, Arkansas.

 

The Company and its subsidiaries own or lease additional offices in the states of Arkansas, Kansas, Missouri and Tennessee.  The Company and Simmons Bank conduct financial operations from 150 financial centers located in communities throughout Arkansas, Kansas, Missouri and Tennessee.

 

ITEM 3.LEGAL PROCEEDINGS

 

The Company and/or its subsidiaries have various unrelated legal proceedings, most of which involve loan foreclosure activity pending, which, in the aggregate, are not expected to have a material adverse effect on the financial position of the Company and its subsidiaries.

 

 

 

PART II

 

ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

Our common stock is listed on the NASDAQ Global Select Market under the symbol “SFNC.” Set forth below are the high and low sales prices for our common stock as reported by the NASDAQ Global Select Market for each quarter of the fiscal years ended December 31, 2016 and 2015.  Also set forth below are dividends declared per share in each of these periods:

 

   Price Per
Common Share		  Quarterly
Dividends
Per Common
   High  Low  Share
2016               
1st quarter  $51.45   $38.30   $0.24 
2nd quarter   48.29    42.02    0.24 
3rd quarter   50.45    44.26    0.24 
4th quarter   67.00    45.90    0.24 
                
2015               
1st quarter  $46.38   $35.72   $0.23 
2nd quarter   48.36    42.41    0.23 
3rd quarter   48.88    41.58    0.23 
4th quarter   58.75    45.50    0.23 

 

On February 3, 2017, the closing price for our common stock as reported on the NASDAQ was $60.65.  As of February 3, 2017, there were 1,637 shareholders of record of our common stock.

 

The timing and amount of future dividends are at the discretion of our Board of Directors and will depend upon our consolidated earnings, financial condition, liquidity and capital requirements, the amount of cash dividends paid to us by our subsidiaries, applicable government regulations and policies and other factors considered relevant by our Board of Directors. Our Board of Directors anticipates that we will continue to pay quarterly dividends in amounts determined based on the factors discussed above. However, there can be no assurance that we will continue to pay dividends on our common stock at the current levels or at all.

 

Our principal source of funds for dividend payments to our stockholders is distributions, including dividends, from our subsidiary bank, which is subject to restrictions tied to such institution’s earnings. Under applicable banking laws, the declaration of dividends by Simmons Bank in any year in an amount equal to or greater than 75% of its net profits, after all taxes for that year plus 75% of the retained net profits for the immediately preceding year must be approved by the Arkansas State Bank Department. At December 31, 2016, approximately $3.6 million was available for the payment of dividends by Simmons Bank without regulatory approval.  For further discussion of restrictions on the payment of dividends, see "Quantitative and Qualitative Disclosures About Market Risk – Liquidity and Market Risk Management," and Note 20, Stockholders’ Equity, of Notes to Consolidated Financial Statements.

 

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Stock Repurchase

 

The Company made no purchases of its common stock during the three months ended or years ended December 31, 2016 and 2015. Under the current stock repurchase plan, we can repurchase an additional 154,136 shares.

 

Performance Graph

 

The performance graph below compares the cumulative total shareholder return on the Company’s Common Stock with the cumulative total return on the equity securities of companies included in the NASDAQ Composite Index and the SNL U.S. Bank & Thrift Index, which the Company intends to use as a replacement for the NASDAQ Bank Stock Index (also shown below) due to the data required for this index no longer being available beyond this year.  The graph assumes an investment of $100 on December 31, 2011 and reinvestment of dividends on the date of payment without commissions.  The performance graph represents past performance and should not be considered to be an indication of future performance.

 

 

 

   Period Ending
Index    12/31/11      12/31/12      12/31/13      12/31/14      12/31/15      12/31/16  
Simmons First National Corporation   100.00    96.38    145.53    162.78    209.77    258.72 
NASDAQ Composite   100.00    117.45    164.57    188.84    201.98    219.89 
SNL U.S. Bank & Thrift   100.00    134.28    183.86    205.25    209.39    264.35 
NASDAQ Bank   100.00    118.69    168.21    176.48    192.08    265.02 

 

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ITEM 6.SELECTED CONSOLIDATED FINANCIAL DATA

 

The following table sets forth selected consolidated financial data concerning the Company and is qualified in its entirety by the detailed information and consolidated financial statements, including notes thereto, included elsewhere in this report.  The income statement, balance sheet and per common share data as of and for the years ended December 31, 2016, 2015, 2014, 2013, and 2012, were derived from consolidated financial statements of the Company, which were audited by BKD, LLP.  Results from past periods are not necessarily indicative of results that may be expected for any future period.

 

Management believes that certain non-GAAP measures, including diluted core earnings per share, tangible book value, the ratio of tangible common equity to tangible assets, tangible stockholders’ equity and return on average tangible equity, may be useful to analysts and investors in evaluating the performance of our Company.  We have included certain of these non-GAAP measures, including cautionary remarks regarding the usefulness of these analytical tools, in this table.  The selected consolidated financial data set forth below should be read in conjunction with the financial statements of the Company and related notes thereto and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere in this report. See the “GAAP Reconciliation of Non-GAAP Financial Measures” for additional discussion of non-GAAP measures.

 

   Years Ended December 31
(In thousands, except per share & other data)  2016  2015  2014  2013  2012
                
Income statement data:                         
Net interest income  $279,206   $278,595   $171,064   $130,850   $113,517 
Provision for loan losses   20,065    9,022    7,245    4,118    4,140 
Net interest income after provision for loan losses   259,141    269,573    163,819    126,732    109,377 
Non-interest income   139,382    94,661    62,192    40,616    48,371 
Non-interest expense   255,085    256,970    175,721    134,812    117,733 
Income before taxes   143,438    107,264    50,290    32,536    40,015 
Provision for income taxes   46,624    32,900    14,602    9,305    12,331 
Net income   96,814    74,364    35,688    23,231    27,684 
Preferred stock dividends   24    257    --    --    -- 
Net income available to common shareholders  $96,790   $74,107   $35,688   $23,231   $27,684 
                          
Per share data:                         
Basic earnings   3.16    2.64    2.11    1.42    1.64 
Diluted earnings   3.13    2.63    2.11    1.42    1.64 
Diluted core earnings (non-GAAP) (1)   3.28    3.18    2.29    1.69    1.59 
Book value   36.80    34.55    27.38    24.89    24.55 
Tangible book value (non-GAAP) (2)   23.97    21.97    20.15    19.13    20.66 
Dividends   0.96    0.92    0.88    0.84    0.80 
Basic average common shares outstanding   30,645,648    28,083,796    16,878,766    16,339,335    16,908,904 
Diluted average common shares outstanding   30,963,546    28,209,661    16,922,026    16,352,167    16,911,363 
                          
Balance sheet data at period end:                         
Assets   8,400,056    7,559,658    4,643,354    4,383,100    3,527,489 
Investment securities   1,619,450    1,526,780    1,082,870    957,965    687,483 
Total loans   5,632,890    4,919,355    2,736,634    2,404,935    1,922,119 
Allowance for loan losses (excluding acquired loans) (3)   36,286    31,351    29,028    27,442    27,882 
Goodwill and other intangible assets   401,464    380,923    130,621    93,501    64,365 
Non-interest bearing deposits   1,491,676    1,280,234    889,260    718,438    576,655 
Deposits   6,735,219    6,086,096    3,860,718    3,697,567    2,874,163 
Other borrowings   273,159    162,289    114,682    117,090    89,441 
Subordinated debt and trust preferred   60,397    60,570    20,620    20,620    20,620 
Stockholders’ equity   1,151,111    1,076,855    494,319    403,832    406,062 
Tangible stockholders’ equity (non-GAAP) (2)   749,647    665,080    363,698    310,331    341,697 
                          
Capital ratios at period end:                         
Common stockholders’ equity to total assets   13.70%   13.84%   10.65%   9.21%   11.51%
Tangible common equity to tangible assets (non-GAAP) (4)   9.37%   9.26%   8.06%   7.24%   9.87%
Tier 1 leverage ratio   10.95%   11.20%   8.77%   9.22%   10.81%
Common equity Tier 1 risk-based ratio   13.45%   14.21%   n/a    n/a    n/a 
Tier 1 risk-based ratio   14.45%   16.02%   13.43%   13.02%   19.08%
Total risk-based capital ratio   15.12%   16.72%   14.50%   14.10%   20.34%
Dividend payout to common shareholders   30.67%   34.98%   41.71%   59.15%   48.78%

 

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   Years Ended December 31
   2016  2015  2014  2013  2012
                
Annualized performance ratios:                         
Return on average assets   1.25%   1.03%   0.80%   0.64%   0.83%
Return on average common equity   8.75%   7.90%   8.11%   5.33%   6.77%
Return on average tangible equity (non-GAAP) (2) (5)   13.92%   12.53%   10.99%   6.36%   8.05%
Net interest margin (6)   4.19%   4.55%   4.47%   4.21%   3.93%
Efficiency ratio (7)   56.32%   59.01%   67.22%   71.20%   70.06%
                          
Balance sheet ratios: (8)                         
Nonperforming assets as a percentage of period-end assets   0.79%   0.85%   1.25%   1.69%   1.29%
Nonperforming loans as a percentage of period-end loans   0.91%   0.58%   0.63%   0.53%   0.74%
Nonperforming assets as a percentage of period-end loans  and OREO   1.53%   1.94%   2.76%   4.10%   2.74%
Allowance to nonperforming loans   92.09%   165.83%   223.31%   297.89%   231.62%
Allowance for loan losses as a percentage of period-end loans   0.84%   0.97%   1.41%   1.57%   1.71%
Net charge-offs (recoveries) as a percentage of average loans   0.40%   0.17%   0.30%   0.27%   0.40%
                          
Other data                         
Number of financial centers   150    149    109    131    92 
Number of full time equivalent employees   1,875    1,946    1,338    1,343    1,068 
 
(1) Diluted core earnings per share is a non-GAAP financial measure. Diluted core earnings per share excludes from net income certain non-core items and then is divided by average diluted common shares outstanding. See “GAAP Reconciliation of Non-GAAP Financial Measures” below for a GAAP reconciliation of this non-GAAP financial measure.
(2) Because of Simmons’ significant level of intangible assets, total goodwill and core deposit premiums, management of Simmons believes a useful calculation for investors in their analysis of Simmons is tangible book value per share, which is a non-GAAP financial measure. Tangible book value per share is calculated by subtracting goodwill and other intangible assets from total common shareholders’ equity, and dividing the resulting number by the common stock outstanding at period end. See “GAAP Reconciliation of Non-GAAP Financial Measures” below for a GAAP reconciliation of this non-GAAP financial measure.
(3) Allowance for loan losses at December 31, 2016, 2015 and 2014 includes $954,000 allowance for loans acquired (not shown in the table above). The total allowance for loan losses at December 31, 2016, 2015 and 2014 was $37,240,000, $32,305,000 and $29,982,000, respectively.
(4) Tangible common equity to tangible assets ratio is a non-GAAP financial measure.  The tangible common equity to tangible assets ratio is calculated by dividing total common shareholders’ equity less goodwill and other intangible assets (resulting in tangible common equity) by total assets less goodwill and other intangible assets as and for the periods ended presented above. See “GAAP Reconciliation of Non-GAAP Financial Measures” below for a GAAP reconciliation of this non-GAAP financial measure. 
(5) Return on average tangible equity is a non-GAAP financial measure that removes the effect of goodwill and other intangible assets, as well as the amortization of intangibles, from the return on average equity. This non-GAAP financial measure is calculated as net income, adjusted for the tax-effected effect of intangibles, divided by average tangible equity which is calculated as average shareholders’ equity for the period presented less goodwill and other intangible assets. See “GAAP Reconciliation of Non-GAAP Financial Measures” below for a GAAP reconciliation of this non-GAAP financial measure.  
(6) Fully taxable equivalent (assuming an income tax rate of 39.225%).
(7) The efficiency ratio is noninterest expense before foreclosed property expense and amortization of intangibles as a percent of net interest income (fully taxable equivalent) and noninterest revenues, excluding gains and losses from securities transactions and non-core items. See “GAAP Reconciliation of Non-GAAP Financial Measures” below for a GAAP reconciliation of this non-GAAP financial measure.
(8) Excludes all loans acquired and excludes foreclosed assets acquired, covered by FDIC loss share agreements, except for their inclusion in total assets

 

 

 

ITEM 7.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Critical Accounting Policies & Estimates

 

Overview

 

We follow accounting and reporting policies that conform, in all material respects, to generally accepted accounting principles and to general practices within the financial services industry.  The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes.  While we base estimates on historical experience, current information and other factors deemed to be relevant, actual results could differ from those estimates.

 

We consider accounting estimates to be critical to reported financial results if (i) the accounting estimate requires management to make assumptions about matters that are highly uncertain and (ii) different estimates that management reasonably could have used for the accounting estimate in the current period, or changes in the accounting estimate that are reasonably likely to occur from period to period, could have a material impact on our financial statements.

 

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The accounting policies that we view as critical to us are those relating to estimates and judgments regarding (a) the determination of the adequacy of the allowance for loan losses, (b) acquisition accounting and valuation of covered loans and related indemnification asset, (c) the valuation of goodwill and the useful lives applied to intangible assets, (d) the valuation of employee benefit plans and (e) income taxes.

 

Allowance for Loan Losses on Loans Not Acquired

 

The allowance for loan losses is management’s estimate of probable losses in the loan portfolio. Loan losses are charged against the allowance when management believes the uncollectability of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance.

 

The allowance for loan losses is calculated monthly based on management’s assessment of several factors such as (1) historical loss experience based on volumes and types, (2) volume and trends in delinquencies and nonaccruals, (3) lending policies and procedures including those for loan losses, collections and recoveries, (4) national, state and local economic trends and conditions, (5) external factors and pressure from competition, (6) the experience, ability and depth of lending management and staff, (7) seasoning of new products obtained and new markets entered through acquisition and (8) other factors and trends that will affect specific loans and categories of loans. We establish general allocations for each major loan category. This category also includes allocations to loans which are collectively evaluated for loss such as credit cards, one-to-four family owner occupied residential real estate loans and other consumer loans. General reserves have been established, based upon the aforementioned factors and allocated to the individual loan categories. Allowances are accrued for probable losses on specific loans evaluated for impairment for which the basis of each loan, including accrued interest, exceeds the discounted amount of expected future collections of interest and principal or, alternatively, the fair value of loan collateral.

 

Our evaluation of the allowance for loan losses is inherently subjective as it requires material estimates. The actual amounts of loan losses realized in the near term could differ from the amounts estimated in arriving at the allowance for loan losses reported in the financial statements.

 

Acquisition Accounting, Acquired Loans

 

We account for our 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. 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.

 

We evaluate 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. We evaluate 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. All loans acquired, whether or not previously 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 purchased credit impaired loans. We evaluate at each balance sheet date whether the present value of our purchased credit impaired 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 remaining life of the purchased credit impaired loan.

 

Covered Loans and Related Indemnification Asset

 

During the third quarter of 2015, the Bank entered into an agreement with the FDIC to terminate all of its remaining loss-sharing agreements. As a result, all FDIC-acquired assets are now classified as non-covered. All acquired loans are recorded at their discounted net present value; therefore, they are excluded from the computations of the asset quality ratios for the legacy loan portfolio, except for their inclusion in total assets. Under the early termination, all rights and obligations of the Bank and the FDIC under the FDIC loss share agreements, including the clawback provisions and the settlement of loss share and expense reimbursement claims, have been resolved and terminated.

 

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Under the terms of the agreement, the FDIC made a net payment of $2,368,000 to Simmons Bank as consideration for the early termination of the loss share agreements. The early termination was recorded in our financial statements by removing the FDIC indemnification asset, receivable from FDIC, the FDIC true-up provision and recording a one-time, pre-tax charge of $7,476,000.

 

Prior to the termination of the loss share agreements, 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 was accreted back into income over the life of the shared-loss agreements.

 

Goodwill and Intangible Assets

 

Goodwill represents the excess of the cost of an acquisition over the fair value of the net assets acquired. Other intangible assets represent purchased assets that also lack physical substance but can be separately distinguished from goodwill because of contractual or other legal rights or because the asset is capable of being sold or exchanged either on its own or in combination with a related contract, asset or liability.  We perform an annual goodwill impairment test, and more than annually if circumstances warrant, in accordance with ASC Topic 350, Intangibles – Goodwill and Other, as amended by ASU 2011-08 – Testing Goodwill for Impairment.  ASC Topic 350 requires that goodwill and intangible assets that have indefinite lives be reviewed for impairment at least annually, or more frequently if certain conditions occur.  Impairment losses on recorded goodwill, if any, will be recorded as operating expenses.

 

Employee Benefit Plans

 

We have adopted various stock-based compensation plans. The plans provide for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock awards, restricted stock units, and performance stock units. Pursuant to the plans, shares are reserved for future issuance by the Company upon exercise of stock options or awarding of bonus shares granted to directors, officers and other key employees.

 

In accordance with ASC Topic 718, Compensation – Stock Compensation, the fair value of each option award is estimated on the date of grant using the Black-Scholes option-pricing model that uses various assumptions. This model requires the input of highly subjective assumptions, changes to which can materially affect the fair value estimate. For additional information, see Note 13, Employee Benefit Plans, in the accompanying Notes to Consolidated Financial Statements included elsewhere in this report.

 

Income Taxes

 

We are subject to the federal income tax laws of the United States, and the tax laws of the states and other jurisdictions where we conduct business. Due to the complexity of these laws, taxpayers and the taxing authorities may subject these laws to different interpretations. Management must make conclusions and estimates about the application of these innately intricate laws, related regulations, and case law. When preparing the Company’s income tax returns, management attempts to make reasonable interpretations of the tax laws. Taxing authorities have the ability to challenge management’s analysis of the tax law or any reinterpretation management makes in its ongoing assessment of facts and the developing case law. Management assesses the reasonableness of its effective tax rate quarterly based on its current estimate of net income and the applicable taxes expected for the full year. On a quarterly basis, management also reviews circumstances and developments in tax law affecting the reasonableness of deferred tax assets and liabilities and reserves for contingent tax liabilities.

 

2016 Overview

 

Our net income for the year ended December 31, 2016 was $96.8 million and diluted earnings per share were $3.13, compared to net income of $74.1 million and $2.63 diluted earnings per share in 2015. Net income for both 2016 and 2015 included several significant non-core items that impacted net income, mostly related to our acquisitions.  Excluding all non-core items, core earnings for the year ended December 31, 2016 was $101.4 million, or $3.28 diluted core earnings per share, compared to $89.6 million, or $3.18 diluted core earnings per share in 2015. See “GAAP Reconciliation of Non-GAAP Financial Measures for additional discussion and reconciliation of non-GAAP measures.

 

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On September 9, 2016, we closed on the previously announced transaction to acquire Citizens National Bank (“Citizens”), headquartered in Athens, Tennessee. Citizens was subsequently merged into Simmons Bank on October 21, 2016 with a simultaneous systems conversion. Citizens has a rich history of providing exemplary customer service to the communities in which they have served. With the operational system conversions completed with Simmons Bank, we are able to provide customers with innovative products, exceptional customer service and convenience throughout the combined service area and across all lines of business products.

 

We are very pleased with the earnings results in 2016. As a result of acquisitions and efficiency initiatives in recent reporting periods, we have and will continue to recognize one-time revenue and expense items which may skew our short-term core business results but provide long-term performance benefits. Our focus continues to be improvement in core operating income.

 

We are also very pleased with the positive trends in our balance sheet, as reflected in our organic loan growth during the past year as well as our growth from acquisitions. During the year we also executed a rebalancing strategy of our bond portfolio of moving more of our holdings to the available for sale category.

 

Stockholders’ equity as of December 31, 2016 was $1.2 billion, book value per share was $36.80 and tangible book value per share was $23.97.  Our ratio of common stockholders’ equity to total assets was 13.7% and the ratio of tangible common stockholders’ equity to tangible assets was 9.4% at December 31, 2016. See “GAAP Reconciliation of Non-GAAP Financial Measures for additional discussion and reconciliation of non-GAAP measures. The Company’s Tier I leverage ratio of 11.0%, as well as our other regulatory capital ratios, remain significantly above the “well capitalized”. See Table 18 – Risk-Based Capital for regulatory capital ratios. 

 

Total loans, including loans acquired, were $5.6 billion at December 31, 2016, an increase of $714 million, or 14.5%, from the same period in 2015.  Acquired loans decreased by $367 million, net of discounts, while legacy loans (all loans excluding acquired loans) grew $1.1 billion, or 33.3%. Excluding the $274 million in loan balances that migrated from acquired loans, legacy loans grew $807 million, or 29.3%. We continue to be encouraged by the growth in our legacy loan portfolio throughout 2016. We have had very good legacy loan growth again this year, particularly from our targeted growth markets. Due to our increased size and scale we are benefiting from access to new lending opportunities as the Simmons Bank name becomes more familiar in these growth markets as well as in our historical legacy markets.

 

We continue to have good asset quality. At December 31, 2016, the allowance for loan losses for legacy loans was $36.3 million, with an additional $1.0 million allowance for acquired loans. The loan discount credit mark was $35.4 million, for a total of $72.7 million of coverage. This equates to a total coverage ratio of 1.3% of gross loans. The ratio of credit mark and related allowance to acquired loans was 2.7%.

 

The Company’s allowance for loan losses on legacy loans as a percent of total legacy loans was 0.84% at December 31, 2016.  In the legacy portfolio, non-performing loans equaled 0.91% of total loans. Non-performing assets were 0.79% of total assets.  The allowance for loan losses on legacy loans was 92% of non-performing loans.  The Company’s net charge-offs for 2016 were 0.40% of total loans.  Excluding credit cards, net charge-offs for 2016 were 0.35% of total loans.

 

Total assets were $8.4 billion at December 31, 2016 compared to $7.6 billion at December 31, 2015, an increase of $840 million due to strong legacy loan growth and the Citizen acquisition.

 

Net Interest Income

 

Net interest income, our principal source of earnings, is the difference between the interest income generated by earning assets and the total interest cost of the deposits and borrowings obtained to fund those assets.  Factors that determine the level of net interest income include the volume of earning assets and interest bearing liabilities, yields earned and rates paid, the level of non-performing loans and the amount of non-interest bearing liabilities supporting earning assets.  Net interest income is analyzed in the discussion and tables below on a fully taxable equivalent basis.  The adjustment to convert certain income to a fully taxable equivalent basis consists of dividing tax-exempt income by one minus the combined federal and state income tax rate of 39.225%.

 

The FRB sets various benchmark rates, including the Federal Funds rate, and thereby influences the general market rates of interest, including the deposit and loan rates offered by financial institutions.  The FRB target for the Federal Funds rate, which is the cost to banks of immediately available overnight funds, had remained unchanged at 0.00% - 0.25% since December 2008 through December 16, 2015 at which time the FRB did raise the target to 0.25% to 0.5%.  The FRB again raised this target rate to 0.5% to 0.75% on December 14, 2016. Our loan portfolio is significantly affected by changes in the prime interest rate. The prime interest rate, which is the rate offered on loans to borrowers with strong credit, had also remained unchanged at 3.25% from December 2008 to December 17, 2015 when the rate increased to 3.5%. On December 15, 2016 the prime interest rate increased to 3.75%.

 

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Our practice is to limit exposure to interest rate movements by maintaining an appropriate portion of earning assets and interest bearing liabilities in shorter-term repricing.  Historically, approximately 70% of our loan portfolio and approximately 80% of our time deposits have repriced in one year or less. Through acquisitions our acquired loans tended to have more duration. In addition, due to market pressures the duration of our legacy loan portfolio has also extended over the past several years. Our current interest rate sensitivity shows that approximately 36% of our loans and 72% of our time deposits will reprice in the next year. 

 

For the year ended December 31, 2016, net interest income on a fully taxable equivalent basis was $286.9 million, a decrease of $185,000 from the same period in 2015. The decrease in net interest income was the result of a $739,000 decrease in interest income and a $554,000 decrease in interest expense.

 

The decrease in interest income primarily resulted from a $2.6 million decrease in interest income on loans, consisting of legacy loans and acquired loans, partially offset by a $2.0 increase in interest income on investment securities. The increase in loan volume during 2016 generated $37.9 million of additional interest income, while an 85 basis point decline in yield resulted in a $40.5 million decrease in interest income. The increase from loan volume was primarily due to our legacy loan growth of $1.1 billion, or 33.3%, during 2016. $1.4 million of the increase in interest income on investment securities was due to volume increases while $643,000 was a result of an increase in yield on the security portfolio.

 

Included in interest income is the additional yield accretion recognized as a result of updated estimates of the cash flows of our acquired loans, as discussed in Note 5, Loans Acquired, in the accompanying Notes to Consolidated Financial Statements included elsewhere in this report. Each quarter, we estimate the cash flows expected to be collected from the acquired loans, and adjustments may or may not be required. The cash flows estimate has increased based on payment histories and reduced loss expectations of the loans. This resulted in increased interest income that is spread on a level-yield basis over the remaining expected lives of the loans.  For loans previously covered by FDIC loss sharing agreements, any increases in expected cash flows also reduced the amount of expected reimbursements under the loss-sharing agreements, which were recorded as indemnification assets. The estimated adjustments to the indemnification assets were amortized on a level-yield basis over the remainder of the loss-sharing agreements or the remaining expected life of the loan pools, whichever was shorter, and were recorded in non-interest expense.

 

Our net interest margin was 4.19% for the year ended December 31, 2016, down 36 basis points from 2015. The most significant factor in the decreasing margin during the year is the impact of the lower accretable yield adjustments on acquired loans, previously discussed. Normalized for all accretion, our core net interest margin at December 31, 2016 and 2015 was 3.83% and 3.82%, respectively. Our margin has been weakened from the impact of the accretable yield adjustments discussed above. The normalized core net interest margin increase of 1 basis point is indicative of our efforts to maintain a strong net interest margin in the face of strong market pressure to lower loan rates.

 

Our net interest margin was 4.55% and 4.47% for the years ended December 31, 2015 and 2014, respectively.

 

 

 

 24 
 

 

Tables 1 and 2 reflect an analysis of net interest income on a fully taxable equivalent basis for the years ended December 31, 2016, 2015 and 2014, respectively, as well as changes in fully taxable equivalent net interest margin for the years 2016 versus 2015 and 2015 versus 2014.

 

Table 1:           Analysis of Net Interest Income

(FTE =Fully Taxable Equivalent)

 

   Years Ended December 31
(In thousands)  2016  2015  2014
          
Interest income  $301,005   $300,948   $185,035 
FTE adjustment   7,722    8,518    6,840 
                
Interest income - FTE   308,727    309,466    191,875 
Interest expense   21,799    22,353    13,971 
                
Net interest income - FTE  $286,928   $287,113   $177,904 
                
Yield on earning assets - FTE   4.50%   4.91%   4.83%
Cost of interest bearing liabilities   0.41%   0.45%   0.44%
Net interest spread - FTE   4.09%   4.46%   4.39%
Net interest margin - FTE   4.19%   4.55%   4.47%

 

Table 2:           Changes in Fully Taxable Equivalent Net Interest Margin

 

(In thousands)  2016 vs. 2015  2015 vs. 2014
       
Increase due to change in earning assets  $38,845   $126,611 
Decrease due to change in earning asset yields   (39,584)   (9,020)
Increase (Decrease) due to change in interest rates paid on interest bearing liabilities   1,168    (746)
Decrease due to change in interest bearing liabilities   (614)   (7,636)
           
(Decrease) increase in net interest income  $(185)  $109,209 

 

 

 

 

 

 25 
 

 

Table 3 shows, for each major category of earning assets and interest bearing liabilities, the average (computed on a daily basis) amount outstanding, the interest earned or expensed on such amount and the average rate earned or expensed for each of the years in the three-year period ended December 31, 2016.  The table also shows the average rate earned on all earning assets, the average rate expensed on all interest bearing liabilities, the net interest spread and the net interest margin for the same periods.  The analysis is presented on a fully taxable equivalent basis.  Nonaccrual loans were included in average loans for the purpose of calculating the rate earned on total loans.

 

Table 3:           Average Balance Sheets and Net Interest Income Analysis

 

   Years Ended December 31
   2016  2015  2014
(In thousands)  Average
Balance		  Income/
Expense		  Yield/
Rate (%)		  Average
Balance		  Income/
Expense		  Yield/
Rate (%)		  Average
Balance		  Income/
Expense		  Yield/
Rate (%)
                            
ASSETS                                             
                                              
Earning assets:                                             
Interest bearing balances due from banks  $195,928   $699    0.36   $298,544   $773    0.26   $388,045   $857    0.22 
Federal funds sold   4,055    57    1.41    38,446    126    0.33    3,663    27    0.74 
Investment securities - taxable   1,107,718    21,706    1.96    1,128,035    17,291    1.53    735,637    8,624    1.17 
Investment securities - non-taxable   405,871    19,337    4.76    375,390    21,756    5.80    328,310    17,541    5.34 
Mortgage loans held for sale   27,506    1,102    4.01    24,996    1,051    4.20    16,038    695    4.33 
Assets held in trading accounts   4,752    16    0.34    6,481    18    0.28    6,938    17    0.25 
Loans   5,109,492    265,810    5.20    4,434,074    268,451    6.05    2,497,272    164,114    6.57 
Total interest earning assets   6,855,322    308,727    4.50    6,305,966    309,466    4.91    3,975,903    191,875    4.83 
Non-earning assets   904,911              858,822              502,198           
                                              
Total assets  $7,760,233             $7,164,788             $4,478,101           
                                              
LIABILITIES AND STOCKHOLDERS’ EQUITY                                             
                                              
Liabilities:                                             
Interest bearing liabilities:                                             
Interest bearing transaction and savings deposits  $3,637,907   $8,050    0.22   $3,304,654   $7,794    0.24   $1,886,217   $3,057    0.16 
Time deposits   1,263,317    7,167    0.57    1,344,762    7,454    0.55    1,040,979    6,022    0.58 
Total interest bearing deposits   4,901,224    15,217    0.31    4,649,416    15,248    0.33    2,927,196    9,079    0.31 
                                              
Federal funds purchased and securities sold under agreements to repurchase   112,030    273    0.24    113,881    236    0.21    110,644    269    0.24 
Other borrowings   188,085    4,148    2.21    182,007    5,097    2.80    118,256    3,986    3.37 
Subordinated debentures   60,206    2,161    3.59    55,554    1,772    3.19    20,620    637    3.09 
Total interest bearing liabilities   5,261,545    21,799    0.41    5,000,858    22,353    0.45    3,176,716    13,971    0.44 
                                              
Non-interest bearing liabilities:                                             
Non-interest bearing deposits   1,333,965              1,133,951              820,490           
Other liabilities   56,575              65,568              40,727           
Total liabilities   6,652,085              6,200,377              4,037,933           
Stockholders’ equity   1,108,148              964,411              440,168           
Total liabilities and stockholders’ equity  $7,760,233             $7,164,788             $4,478,101           
Net interest spread             4.09              4.46              4.39 
Net interest margin       $286,928    4.19        $287,113    4.55        $177,904    4.47 

 

 26 
 

 

Table 4:           Volume/Rate Analysis

 

   Years Ended December 31
   2016 over 2015  2015 over 2014
(In thousands, on a fully taxable
    equivalent basis)		  Volume  Yield/
Rate		  Total  Volume  Yield/
Rate		  Total
                   
Increase (decrease) in                              
                               
Interest income                              
Interest bearing balances due from banks  $(314)  $240   $(74)  $(217)  $133   $(84)
Federal funds sold   (192)   123    (69)   122    (23)   99 
Investment securities - taxable   (316)   4,731    4,415    5,498    3,169    8,667 
Investment securities - non-taxable   1,669    (4,088)   (2,419)   2,649    1,566    4,215 
Mortgage loans held for sale   103    (52)   51    377    (21)   356 
Assets held in trading accounts   (6)   4    (2)   (1)   2    1 
Loans   37,901    (40,542)   (2,641)   118,183    (13,846)   104,337 
Total   38,845    (39,584)   (739)   126,611    (9,020)   117,591 
                               
Interest expense                              
Interest bearing transaction and savings accounts   756    (500)   256    2,951    1,786    4,737 
Time deposits   (459)   172    (287)   1,692    (260)   1,432 
Federal funds purchased and securities sold under agreements to repurchase   (4)   41    37    8    (41)   (33)
Other borrowings   165    (1,114)   (949)   1,872    (761)   1,111 
Subordinated debentures   156    233    389    1,113    22    1,135 
Total   614    (1,168)   (554)   7,636    746    8,382 
Increase (decrease) in net interest income  $38,231   $(38,416)  $(185)  $118,975   $(9,766)  $109,209 

 

Provision for Loan Losses

 

The provision for loan losses represents management's determination of the amount necessary to be charged against the current period's earnings in order to maintain the allowance for loan losses at a level considered appropriate in relation to the estimated risk inherent in the loan portfolio.  The level of provision to the allowance is based on management's judgment, with consideration given to the composition, maturity and other qualitative characteristics of the portfolio, historical loan loss experience, assessment of current economic conditions, past due and non-performing loans and net loan loss experience.  It is management's practice to review the allowance on a monthly basis and, after considering the factors previously noted, to determine the level of provision made to the allowance.

 

The provision for loan losses for 2016, 2015 and 2014, was $20.1 million, $9.0 million and $7.2 million, respectively. The increase in the provision level was primarily due to our organic legacy loan growth rate, as well as to the migration of acquired loans previously protected by a credit mark, with no allowance, into our legacy portfolio. Significant loan growth in our Missouri and Tennessee markets, both from new loans and from acquired loans migrating to legacy, required an allowance to be established for those loans through a provision.

 

Our provision expense for the year ended December 31, 2016 included replenishment of a $5.4 million single charge-off related to a nonaccrual loan acquired from Metropolitan National Bank. The loan was charged down to the appraised liquidation value of the collateral and the charged-off amount was added back to the allowance for loan losses during the year, resulting in the increase in provision. The provision expense for the year also included replenishment of a $2 million charge-off related to potential customer fraud on an agricultural loan, which carried a pass rating and for which recovery is unknown.

 

Finally, a $626,000 provision was recorded during the year ended December 31, 2016 as a result of a shortage in our credit mark on certain purchased credit impaired loans. See Allowance for Loan Losses section for additional information.

 

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Non-Interest Income

 

Total non-interest income was $139.4 million in 2016, compared to $94.7 million in 2015 and $62.2 million in 2014. Non-interest income for 2016 increased $44.7 million, or 47.2%, from 2015.

 

Non-interest income is principally derived from recurring fee income, which includes service charges, trust fees and debit and credit card fees.  Non-interest income also includes income on the sale of mortgage loans, investment banking income, income from the increase in cash surrender values of bank owned life insurance and gains (losses) from sales of securities. We have increased income from these areas as a result of the larger scale of our organization from the acquisitions over the past several years.

 

There was a $14.8 million increase in non-interest income from the year ended December 31, 2016 to the same period of 2015 due to the elimination of the amortization of the indemnification asset expected to be collected from the FDIC covered loan portfolios as a result of the early termination of the loss share agreements in September 2015.  Excluding the indemnification asset amortization adjustments, non-interest income increased $29.9 million, or 31.6%.

 

The increase in non-interest income was partially due to gains recorded on the sale of securities that totaled $5.8 million as part of our bond portfolio rebalancing strategy. We are actively looking to reduce the number of issuances we hold in our portfolio and monitoring the market conditions for opportunities to sell securities and replace with comparable yields while only marginally extending the duration of the portfolio.

 

A gain of $2.1 million was recorded on the sale of the banking operations located in Salina, Kansas consisting of three branches that occurred in August 2015. Included in the sale were $5.3 million in loans and $77.8 million in deposits.

 

During 2016 and 2015 we recorded net gain of $241,000 and $153,000, respectively, on the sale of several branch locations as part of our ongoing branch right sizing strategy. During 2014 we recognized pre-tax net gains of $7.8 million from the sale of several branch locations. These branches were closed in March 2014 as part of our initial branch right sizing strategy related to the November 2013 acquisition of Metropolitan. We actively market our former branch facilities in an effort to dispose of these non-earning assets.

 

We also recorded a $1.0 million gain from the sale of our merchant services business during the second quarter of 2014. The sale of this service business became necessary as the chip technology in debit and credit cards came to fruition. The new contract we have with our vendor serves to eliminate most of our risk while providing our customers with service and support from experts in their field. While our revenue from these services will decline, so will our support expenses. We believe that by selling our merchant services and entering into a third-party contract we have mitigated our risk with a neutral financial impact.

 

Table 5 shows non-interest income for the years ended December 31, 2016, 2015 and 2014, respectively, as well as changes in 2016 from 2015 and in 2015 from 2014.

 

Table 5:           Non-Interest Income

 

            2016  2015
   Years Ended December 31  Change from  Change from
(In thousands)  2016  2015  2014  2015  2014
                      
Trust income  $15,442   $9,261   $7,111   $6,181    66.74%  $2,150    30.23%
Service charges on deposit accounts   32,414    30,985    25,650    1,429    4.61    5,335    20.80 
Other service charges and fees   6,913    8,756    3,574    (1,843)   -21.05    5,182    144.99 
Mortgage lending income   22,442    11,452    5,342    10,990    95.97    6,110    114.38 
Investment banking income   3,471    2,590    1,070    881    34.02    1,520    142.06 
Debit and credit card fees   30,740    26,660    22,866    4,080    15.30    3,794    16.59 
Bank owned life insurance income   3,324    2,680    1,843    644    24.03    837    45.42 
Gain on sale of securities, net   5,848    307    8    5,541    1,804.89    299    3,737.50 
Gain on sale of banking operations   --    2,110    --    (2,110)   -100.00    2,110    100.00 
Net (loss) on assets covered by FDIC loss share agreements   --    (14,812)   (20,316)   14,812    -100.00    5,504    -27.09 
Net gain on sale of premises held for sale   241    153    7,780    88    57.52    (7,627)   -98.03 
Other income   18,547    14,519    7,264    4,028    27.74    7,255    99.88 
Total non-interest income  $139,382   $94,661   $62,192   $44,721    47.24%  $32,469    52.21%

 

 28 
 

 

Recurring fee income (service charges, trust fees, debit and credit card fees and other fees) for 2016 was $85.5 million, an increase of $9.8 million, or 13.0%, when compared with the 2015 amounts. Service charges on deposits accounts increased $1.4 million, or 4.6%. The majority of these increases were due to the additions of accounts from the recent acquired franchises. Debit and credit card fees increased $4.1 million, or 15.3%, due to higher transaction volume driven by the acquisitions.

 

Trust income increased by $6.2 million, or 66.7%, due primarily to the Ozarks Trust acquisition during the fourth quarter of 2015 and supported by growth in our existing personal trust and investor management client base.

 

Recurring fee income for 2015 was $75.7 million, an increase of $16.5 million, or 27.8%, when compared with the 2014 amounts. Service charges on deposits accounts increased $5.3 million, or 20.8% due primarily to the additions of accounts from the Delta Trust, Community First and Liberty acquisitions. Debit and credit card fees increased $3.8 million due primarily to a higher volume of debit and credit card transactions driven by the acquisitions.

 

The increase in non-interest income was also due to mortgage lending income that totaled $22.4 million for the year ended December 31, 2016, an increase of $11.0 million, or 96.0%, from 2015. This strong increase was driven by additional lenders and by the continued low home loan interest rate environment and an increasingly active real estate market throughout 2016. Mortgage lending income increased by $6.1 million, or 114.4%, in 2015 compared to 2014, primarily related to the increased market areas and additional lenders and customers as a result of the Delta Trust, Community First and Liberty acquisitions.

 

Investment banking income increased by $881,000, or 34.0%, in 2016 compared to 2015 due to growth related to expanding this service line in to new areas across our footprint. Investment banking income increased by $1.5 million, or 142.1%, in 2015 compared to 2014 due primarily to the addition of the retail investment banking operations of Delta Trust.

 

Net loss on assets covered by FDIC loss share agreements in 2015 included the $7.5 million expense related to the termination of the loss share agreements. This expense was partially offset by a $2.1 million decrease in the indemnification asset. With the September 2015 termination of the loss-sharing agreements the amortization of the indemnification asset was eliminated.

 

Other non-interest income for 2016 increased by $4.0 million from 2015. The increase was primarily due to increased gains on sale of foreclosed assets and recoveries on loans that were charged off prior to acquisition. The remaining increases were the result of the increased income as a result of the recent acquisitions. Other non-interest income for 2015 increased by $7.3 million from 2014, primarily due to increased gains on sale of foreclosed assets and recoveries on loans that were charged off prior to acquisition. The remaining increases were the result of the increased income as a result of the Community First and Liberty transactions.   

 

We recorded $307,000 in net realized gains on sale of securities during 2015 compared to $8,000 in net realized gains on sale of securities during 2014.

 

Non-Interest Expense

 

Non-interest expense consists of salaries and employee benefits, occupancy, equipment, foreclosure losses and other expenses necessary for the operation of the Company.  Management remains committed to controlling the level of non-interest expense, through the continued use of expense control measures that have been installed.  We utilize an extensive profit planning and reporting system involving all subsidiaries.  Based on a needs assessment of the business plan for the upcoming year, monthly and annual profit plans are developed, including manpower and capital expenditure budgets.  These profit plans are subject to extensive initial reviews and monitored by management on a monthly basis.  Variances from the plan are reviewed monthly and, when required, management takes corrective action intended to ensure financial goals are met.  We also regularly monitor staffing levels at Simmons Bank to ensure productivity and overhead are in line with existing workload requirements.

 

Non-interest expense for 2016 was $255.1 million, a decrease of $1.9 million or 0.7%, from 2015. This decrease includes approximately $4.8 million of merger related costs during 2016 for our acquisitions of Citizens and the announced mergers that are not yet closed. Also included in non-interest expense are merger related costs of $13.8 million in 2015, primarily attributed to the acquisitions of Community First, Liberty and Ozark Trust.

 

We recorded $3.6 million in branch rightsizing costs during 2016, primarily associated with the closure and maintenance of ten underperforming branches as part of our branch right sizing initiative. Due to the close proximity of the closed branches with other Simmons Bank branches, customers will not be negatively impacted by the closings. For the same period in 2015, we had expenses of $3.3 million associated with the closure and maintenance of twelve branches. We continue to monitor branch operations and profitability as well as changing customer habits. In 2015 we also incurred $2.2 million of costs related to early termination agreements which were cash payments and equity expense recorded for several senior management employees for their early retirement. Cash payments of $1.7 million were made due to early retirement agreements negotiated with the employees and an additional $534,000 of expense was recorded due to accelerated vesting of previously awarded equity incentives as part of these early retirement agreements.

 

 29 
 

 

Normalizing for the non-core merger related costs, branch right sizing expenses and early termination agreements, non-interest expense increased $8.9 million, or 3.8%, in 2016 from 2015, primarily due to the incremental operating expenses of the acquired franchises. See the Reconciliation of Non-GAAP Measures section for details of the non-core items.

 

Non-interest expense for 2015 was $257.0 million, an increase of $81.2 million, or 46.2%, from 2014. This increase includes approximately $13.8 million of merger related costs during 2015 for our acquisitions of Community First, Liberty and Ozark Trust and $3.3 million in branch rightsizing costs. Non-interest expense for 2014 was $175.7 million and includes approximately $7.5 million of merger related costs during 2014 for our acquisition of Delta Trust and costs that carried over into 2014 from our 2013 acquisition of Metropolitan. During 2014 we completed our charter consolidation and incurred $0.6 million of charter consolidation costs related to systems conversions. We also closed 27 branches as part of our branch right sizing strategy and incurred $4.7 million in right sizing costs. Normalizing for the non-core merger related costs, branch right sizing expenses and charter consolidation costs, non-interest expense increased $75.9 million, or 46.6% in 2015 from 2014, primarily due to the incremental operating expenses of the acquired locations. See the Reconciliation of Non-GAAP Measures section for details of the nonrecurring items.

 

Salaries and employee benefits decreased to $133.5 million in 2016 from $138.2 million in 2015, a decrease of $4.8 million, or 3.5%, as we recognized the benefits from our ongoing efficiency initiatives and cost saves related to the integration of our 2015 acquisitions. Occupancy expense increased to $18.7 million in 2016 from $16.9 million in 2015, an increase of $1.8 million, or 10.7%. Furniture and fixture expense increased to $16.7 million in 2016 from $14.4 million in 2015, an increase of $2.3 million, or 16.2%. These incremental increases, along with the increases in several other operating expense categories, were a result of the Citizens acquisition in 2016 and 2015 acquisitions.

 

Deposit insurance expense during 2016 decreased to $3.5 million from $4.2 million in 2015, a decrease of $0.7 million, or 17.4%. Deposit insurance expense during 2015 increased to $4.2 million from $3.4 million in 2014, an increase of $0.8 million, or 25.2%. The 2016 decrease is due to the decrease in the insurance rate due to the FDIC reserve ratio reaching the 1.15% threshold while the 2015 increase was directly attributable to our growth in total assets.

 

Amortization of intangibles recorded for the years ended December 31, 2016, 2015 and 2014, was $5.9 million, $4.9 million and $2.0 million, respectively. The current year increase is the result of core deposit intangible and other intangible assets recorded as the result of the Citizen acquisition and a full year of amortization expense related to the intangibles from the 2015 acquisitions. The Company’s estimated amortization expense for each of the following five years is: 2017 – $6.202 million; 2018 – $6.099 million; 2019 – $5.789 million; 2020 – $5.777 million; and 2021 – $5.715 million. The estimated amortization expense decreases as intangible assets fully amortize in future years.

 

 

 

 30 
 

 

Table 6 below shows non-interest expense for the years ended December 31, 2016, 2015 and 2014, respectively, as well as changes in 2016 from 2015 and in 2015 from 2014.

 

Table 6:           Non-Interest Expense

 

            2016  2015
   Years Ended December 31  Change from  Change from
(In thousands)  2016  2015  2014  2015  2014
                      
Salaries and employee benefits  $133,457   $138,243   $89,210   $(4,786)   -3.46%  $49,033    54.96%
Occupancy expense, net   18,667    16,858    12,833    1,809    10.73    4,025    31.36 
Furniture and equipment expense   16,683    14,352    9,325    2,331    16.24    5,027    53.91 
Other real estate and foreclosure expense   4,461    4,861    4,507    (400)   -8.23    354    7.85 
Deposit insurance   3,469    4,201    3,354    (732)   -17.42    847    25.25 
Merger related costs   4,835    13,760    7,470    (8,925)   -64.86    6,290    84.20 
Other operating expenses                                   
Professional services   14,630    9,583    7,516    5,047    52.67    2,067    27.50 
Postage   4,599    4,219    3,383    380    9.01    836    24.71 
Telephone   4,294    4,817    2,957    (523)   -10.86    1,860    62.90 
Credit card expenses   11,328    9,157    8,699    2,171    23.71    458    5.26 
Operating supplies   1,824    2,395    1,964    (571)   -23.84    431    21.95 
Amortization of intangibles   5,945    4,889    1,979    1,056    21.60    2,910    147.04 
Branch right sizing expense   3,600    3,297    4,721    303    9.19    (1,424)   -30.16 
Other expense   27,293    26,338    17,803    955    3.63    8,535    47.94 
Total non-interest expense  $255,085   $256,970   $175,721   $(1,885)   -0.73%  $81,249    46.24%

 

Income Taxes

 

The provision for income taxes for 2016 was $46.6 million, compared to $32.9 million in 2015 and $14.6 million in 2014. The effective income tax rates for the years ended 2016, 2015 and 2014 were 32.5%, 30.7% and 29.0%, respectively.

 

Loan Portfolio

 

Our legacy loan portfolio, excluding loans acquired, averaged $3.649 billion during 2016 and $2.518 billion during 2015. As of December 31, 2016, total loans, excluding loans acquired, were $4.327 billion, compared to $3.246 billion on December 31, 2015, an increase of $1.081 billion, or 33.3%. This marks the fifth consecutive year that we have seen annual growth in our legacy loan portfolio. The most significant components of the loan portfolio were loans to businesses (commercial loans, commercial real estate loans and agricultural loans) and individuals (consumer loans, credit card loans and single-family residential real estate loans). The growth in the legacy portfolio is primarily attributable to the larger market areas in which we now operate as a result of our acquisitions. In addition, we have actively recruited and hired new lenders in our growth markets in an effort to continue growing our loan portfolio.

 

Also contributing to our legacy loan growth are acquired loans that have migrated to legacy loans. When we make a credit decision on an acquired loan as a result of the loan maturing or renewing, the outstanding balance of that loan migrates from loans acquired to legacy loans. Our legacy loan growth from December 31, 2015 to December 31, 2016 included $274 million in balances that migrated from acquired loans during the period. These migrated loan balances are included in the legacy loan balances as of December 31, 2016. Excluding the migrated balances from the growth calculation, our legacy loans have grown at a 29.3% rate during 2016.

 

We seek to manage our credit risk by diversifying the loan portfolio, determining that borrowers have adequate sources of cash flow for loan repayment without liquidation of collateral, obtaining and monitoring collateral, providing an appropriate allowance for loan losses and regularly reviewing loans through the internal loan review process.  The loan portfolio is diversified by borrower, purpose and industry and, in the case of credit card loans, which are unsecured, by geographic region.  We seek to use diversification within the loan portfolio to reduce 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.  We use the allowance for loan losses as a method to value the loan portfolio at its estimated collectable amount.  Loans are regularly reviewed to facilitate the identification and monitoring of deteriorating credits.

 

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Consumer loans consist of credit card loans, student loans and other consumer loans. Consumer loans were $488.6 million at December 31, 2016, or 11.3% of total loans, compared to $385.7 million, or 11.9% of total loans at December 31, 2015. The increase is primarily driven by growth in our direct and indirect consumer installment loans throughout 2016.

 

The credit card portfolio balance at December 31, 2016, increased by $7.3 million, or 4.1%, when compared to the same period in 2015. Our credit card portfolio has remained a stable source of lending for several years.

 

Real estate loans consist of construction loans, single family residential loans and commercial loans. Real estate loans were $3.028 billion at December 31, 2016, or 70.0% of total loans, compared to $2.205 billion, or 67.9% of total loans at December 31, 2015, an increase of $823.1 million, or 37.3%. Our construction and development (“C&D”) loans increased by $57.0 million, or 20.4%, single family residential loans increased by $208.1 million, or 29.9%, and commercial real estate (“CRE”) loans increased by $558.0 million, or 45.4%. We believe it is important to note that we have no significant concentrations in our real estate loan portfolio mix. Our C&D loans represent 7.8% of our loan portfolio and CRE loans (excluding C&D) represent 41.3% of our loan portfolio, both of which compare very favorably to our peers.

 

Commercial loans consist of non-real estate loans related to businesses and agricultural loans. Commercial loans were $789.9 million at December 31, 2016, or 18.3% of total loans, compared to the $648.7 million, or 20.0% of total loans at December 31, 2015, an increase of $141.2 million, or 21.8%.

 

The continued decline in the market price of oil since 2014 has affected banks with high loan exposure to oil and gas companies across the U.S. The negative outlook for a near-term oil price recovery could further worsen the credit quality of such energy loans resulting in an increase in energy related reserves and loan losses. We believe it is important to note that we have no significant concentrations in our loan portfolio of oil and gas industry related companies. 

 

Table 7 reflects the legacy loan portfolio, excluding loans acquired.

 

Table 7:           Loan Portfolio

 

   Years Ended December 31
(In thousands)  2016  2015  2014  2013  2012
                
Consumer                         
Credit cards  $184,591   $177,288   $185,380   $184,935   $185,536 
Student loans   --    --    --    25,906    34,145 
Other consumer   303,972    208,380    103,402    98,851    105,319 
Total consumer   488,563    385,668    288,782    309,692    325,000 
Real Estate                         
Construction   336,759    279,740    181,968    146,458    138,132 
Single family residential   904,245    696,180    455,563    392,285    356,907 
Other commercial   1,787,075    1,229,072    714,797    626,333    568,166 
Total real estate   3,028,079    2,204,992    1,352,328    1,165,076    1,063,205 
Commercial                         
Commercial   639,525    500,116    291,820    164,329    141,336 
Agricultural   150,378    148,563    115,658    98,886    93,805 
Total commercial   789,903    648,679    407,478    263,215    235,141 
Other   20,662    7,115    5,133    4,655    5,167 
Total loans, excluding loans acquired, before allowance for loan losses  $4,327,207   $3,246,454   $2,053,721   $1,742,638   $1,628,513 

 

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Loans Acquired

 

On September 9, 2016, we completed the acquisition of Citizens and issued 835,741 shares of the Company’s common stock valued at approximately $41.3 million as of September 9, 2016 in exchange for all outstanding shares of Citizens common stock. Included in the acquisition were loans with a fair value of $340.8 million.

 

On February 27, 2015, we completed the acquisition of Liberty and issued 5,181,337 shares of the Company’s common stock valued at approximately $212.2 million as of February 27, 2015 in exchange for all outstanding shares of Liberty common stock. Included in the acquisition were loans with a fair value of $780.7 million.

 

On February 27, 2015, we also completed the acquisition of Community First and issued 6,552,915 shares of the Company’s 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. We also issued $30.9 million of preferred stock in exchange for all outstanding shares of Community First preferred stock. Included in the acquisition were loans with a fair value of $1.1 billion.

 

On August 31, 2014, we completed the acquisition of Delta Trust, and issued 1,629,515 shares of the Company’s common stock valued at approximately $65.0 million as of August 29, 2014, plus $2.4 million in cash in exchange for all outstanding shares of Delta Trust common stock. Included in the acquisition were loans with a fair value of $311.7 million and foreclosed assets with a fair value of $1.8 million.

 

On November 25, 2013, we completed the acquisition of Metropolitan, in which the Company purchased all the stock of Metropolitan for $53.6 million in cash. The acquisition was conducted in accordance with the provisions of Section 363 of the United States Bankruptcy Code. Included in the acquisition were loans with a fair value of $457.4 million and foreclosed assets with a fair value of $42.9 million.

 

On September 30, 2013, we acquired a $9.8 million credit card portfolio for a premium of $1.3 million.

 

On September 14, 2012, the Company acquired certain assets and assumed substantially all of the deposits and certain other liabilities of Truman in an FDIC-assisted transaction that generated a pre-tax bargain-purchase gain of $1.1 million.  On October 19, 2012, the Company acquired certain assets and assumed certain deposits and other liabilities of Excel in an FDIC-assisted transaction that generated a pre-tax purchase gain of $2.3 million. Loans comprise the majority of the assets acquired.  The majority of the loans acquired, along with the majority of the foreclosed assets acquired, were subject to loss share agreements with the FDIC whereby Simmons Bank was indemnified against 80% of losses.

 

On September 15, 2015, we entered into an agreement with the FDIC to terminate all loss share agreements. Under the early termination, all rights and obligations of the Company and the FDIC under the FDIC loss share agreements, including the clawback provisions and the settlement of loss share and expense reimbursement claims, have been resolved and terminated. As a result, we have reclassified loans previously covered by FDIC loss share to acquired loans not covered and reclassified foreclosed assets previously covered by FDIC loss share to foreclosed assets not covered.

 

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Table 8 reflects the carrying value of all acquired loans:

 

Table 8:           Loans Acquired

 

   Years Ended December 31
(In thousands)  2016  2015  2014  2013  2012
                
Consumer                         
Credit cards  $--   $--   $--   $8,116   $-- 
Other consumer   49,677    75,606    8,514    15,242    1,847 
Total consumer   49,677    75,606    8,514    23,358    1,847 
Real Estate                         
Construction   57,587    77,119    46,911    29,936    19,172 
Single family residential   423,176    501,002    175,970    87,861    90,795 
Other commercial   690,108    854,068    390,877    449,285    160,148 
Total real estate   1,170,871    1,432,189    613,758    567,082    270,115 
Commercial                         
Commercial   81,837    154,533    56,134    71,857    18,950 
Agricultural   3,298    10,573    4,507    --    2,694 
Total commercial   85,135    165,106    60,641    71,857    21,644 
Total loans acquired (1)  $1,305,683   $1,672,901   $682,913   $662,297   $293,606 

_______________________________________

(1)Loans acquired are reported net of a $954,000 allowance at December 31, 2016, 2015 and 2014.

 

The majority of the loans originally acquired in the Citizens, Liberty, Community First, Metropolitan and Delta Trust acquisitions were evaluated and are being accounted for in accordance with ASC Topic 310-20, Nonrefundable Fees and Other Costs. The fair value discount is being 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.

 

We evaluated the remaining loans purchased in conjunction with the acquisitions of Citizens, Liberty, Community First, Metropolitan and Delta Trust for impairment 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. Because some loans we evaluated, previously covered by loss share agreements, were determined to have experienced impairment in the estimated credit quality or cash flows during 2014, we recorded a provision to establish a $954,000 allowance for loan losses for covered purchased impaired loans.  With the termination of our FDIC loss share agreements, the $954,000 allowance has been reclassified as allowance on acquired loans, not covered by loss share.

 

Some purchased impaired loans were determined to have experienced additional impairment upon disposition or foreclosure in 2015 and 2016. During 2016, we recorded $626,000 provision for these loans with a subsequent charge-off, resulting in no increase to the allowance for loan losses for purchased impaired loans at December 31, 2016. During 2015, we recorded $736,000 provision for these loans with a subsequent charge-off, resulting in no increase to the allowance for loan losses for purchased impaired loans at December 31, 2015. See Note 2 and Note 5 of the Notes to Consolidated Financial Statements for further discussion of loans acquired.

 

 34 
 

 

Table 9 reflects the remaining maturities and interest rate sensitivity of loans at December 31, 2016.

 

Table 9:             Maturity and Interest Rate Sensitivity of Loans

 

      Over 1      
      year      
   1 year  through  Over   
(In thousands)  or less  5 years  5 years  Total
             
Consumer  $341,723   $185,807   $10,710   $538,240 
Real estate   924,588    2,270,963    1,003,399    4,198,950 
Commercial   481,409    336,842    56,787    875,038 
Other   1,022    14,686    4,954    20,662 
                     
Total  $1,748,742   $2,808,298   $1,075,850   $5,632,890 
                     
Predetermined rate  $1,166,781   $2,343,758   $688,162   $4,198,701 
Floating rate   581,961    464,540    387,688    1,434,189 
                     
Total  $1,748,742   $2,808,298   $1,075,850   $5,632,890 

 

Asset Quality

 

A loan is considered impaired when it is probable that we will not receive all amounts due according to the contractual terms of the loans.  Impaired loans include non-performing loans (loans past due 90 days or more and nonaccrual loans) and certain other loans identified by management that are still performing.

 

Non-performing loans are comprised of (a) nonaccrual loans, (b) loans that are contractually past due 90 days and (c) other loans for which terms have been restructured to provide a reduction or deferral of interest or principal, because of deterioration in the financial position of the borrower. Simmons Bank recognizes income principally on the accrual basis of accounting. When loans are classified as nonaccrual, generally, the accrued interest is charged off and no further interest is accrued. Loans, excluding credit card loans, are placed on a nonaccrual basis either: (1) when there are serious doubts regarding the collectability of principal or interest, or (2) when payment of interest or principal is 90 days or more past due and either (i) not fully secured or (ii) not in the process of collection. If a loan is determined by management to be uncollectible, the portion of the loan determined to be uncollectible is then charged to the allowance for loan losses.

 

Credit card loans are classified as impaired when payment of interest or principal is 90 days past due. When accounts reach 90 days past due and there are attachable assets, the accounts are considered for litigation. Credit card loans are generally charged off when payment of interest and principal is 150 days past due. The credit card recovery group pursues account holders until it is determined, on a case-by-case basis, to be uncollectible.

 

Total non-performing assets, excluding all loans acquired, increased by $2.8 million from December 31, 2015, to December 31, 2016. Total non-performing loans increased by $20.5 million from December 31, 2015 to December 31, 2016, while foreclosed assets held for sale decreased by $17.9 million as we were able to rid ourselves of several significant non-performing assets through liquidation during 2016. Nonaccrual loans increased by $21.4 million during 2016, primarily CRE loans. The increase in the non-performing loans is primarily the result of a single credit totaling $7.1 million and other migrated assets that have deteriorated since acquisition. We believe we are adequately reserved for the potential exposures related to these credits. The majority of these balances were related to acquired loans that have migrated, residential loans that have entered loss mitigation, and certain balances remaining outstanding which were related to potential fraudulent activity on an agricultural loan relationship discussed above.

 

During 2016, $652,000 of previously closed branch buildings and land was reclassified to OREO from premises held for sale. There was no deterioration or further write-down of these properties. Under ASC Topic 360, there is a one year maximum holding period to classify premises as held for sale. We remain aggressive in the identification, quantification and resolution of problem loans and assets.

 

Total non-performing assets, excluding all loans acquired and foreclosed assets covered by FDIC loss share agreements, increased by $5.9 million from December 31, 2014, to December 31, 2015.  During 2015, $6.1 million of previously closed branch buildings and land was reclassified to OREO from premises held for sale. There was no deterioration or further write-down of these properties. This increase was partially offset by the reduction in other foreclosed assets of $6.0 million.

 

 35 
 

 

Total non-performing loans increased by $5.9 million from December 31, 2014 to December 31, 2015.

 

Total non-performing assets, excluding all loans acquired and foreclosed assets covered by FDIC loss share agreements, decreased by $16.2 million from December 31, 2013, to December 31, 2014.  Total non-performing loans increased by $3.8 million from December 31, 2013 to December 31, 2014, while foreclosed assets held for sale, excluding all acquired foreclosed assets, decreased by $19.9 million during the period.

 

From time to time, certain borrowers are experiencing declines in income and cash flow.  As a result, many borrowers are seeking to reduce contractual cash outlays, the most prominent being debt payments.  In an effort to preserve our net interest margin and earning assets, we are open to working with existing customers in order to maximize the collectability of the debt.

 

When we restructure a loan to a borrower that is experiencing financial difficulty and grant a concession that we would not otherwise consider, a “troubled debt restructuring” results and the Company classifies the loan as a TDR.  The Company grants various types of concessions, primarily interest rate reduction and/or payment modifications or extensions, with an occasional forgiveness of principal.

 

Under ASC Topic 310-10-35, Subsequent Measurement, a TDR is considered to be impaired, and an impairment analysis must be performed.  We assess the exposure for each modification, either by collateral discounting or by calculation of the present value of future cash flows, and determine if a specific allocation to the allowance for loan losses is needed.

 

Once an obligation has been restructured because of such credit problems, it continues to be considered a TDR until paid in full; or, if an obligation yields a market interest rate and no longer has any concession regarding payment amount or amortization, then it is not considered a TDR at the beginning of the calendar year after the year in which the improvement takes place.  Our TDR balance increased to $14.2 million at December 31, 2016, compared to $5.6 million at December 31, 2015. The majority of our TDRs remain in the CRE portfolio with the largest increase comprised of two relationships.

 

We return TDRs to accrual status only if (1) all contractual amounts due can reasonably be expected to be repaid within a prudent period, and (2) repayment has been in accordance with the contract for a sustained period, typically at least six months.

 

We continue to maintain good asset quality, compared to the industry.  The allowance for loan losses as a percent of total legacy loans was 0.84% as of December 31, 2016.  Non-performing loans equaled 0.91% of total loans.  Non-performing assets were 0.79% of total assets.  The allowance for loan losses was 92% of non-performing loans.  Our net charge-offs to total loans for 2016 were 0.40%.  Excluding credit cards, the net charge-offs to total loans were 0.35%.  Net credit card charge-offs to total credit card loans for 2016 were 1.28% in both 2016 and 2015.

 

We have had substantial growth from new loans and from loans migrating from acquired to legacy. When acquired loans renew, they are evaluated and if considered a pass quality credit they will migrate to the legacy portfolio and require less specific reserves. In addition, new loans also only require the minimum allowance consideration. Also, loans classified as non-performing at December 31, 2016, required less specific allowances compared to the non-performing loans at December 31, 2015, as seen in the Allowance for Loan Losses section of Footnote 4 of the consolidated financial statements. Due to these quality loan increases, the ratio of allowance for loan losses to non-performing loans has decreased during the year while the actual dollar balance of total non-performing loans has increased.

 

We do not own any securities backed by subprime mortgage assets, and offer no mortgage loan products that target subprime borrowers. 

 

 36 
 

 

Table 10 presents information concerning non-performing assets, including nonaccrual and restructured loans and other real estate owned (excluding all loans acquired and excluding other real estate covered by FDIC loss share agreements).

 

Table 10:           Non-performing Assets

 

   Years Ended December 31
(In thousands, except ratios)  2016  2015  2014  2013  2012
                
Nonaccrual loans (1)  $39,104   $17,714   $12,038   $6,261   $9,123 
Loans past due 90 days or more (principal or interest payments):                         
Government guaranteed student loans (2)   --    --    --    2,264    2,234 
Other loans   299    1,191    961    687    681 
Total loans past due 90 days or more   299    1,191    961    2,951    2,915 
Total non-performing loans   39,403    18,905    12,999    9,212    12,038 
                          
Other non-performing assets:                         
Foreclosed assets held for sale   26,895    44,820    44,856    64,820    33,352 
Other non-performing assets   471    211    97    75    221 
Total other non-performing assets   27,366    45,031    44,953    64,895    33,573 
                          
Total non-performing assets  $66,769   $63,936   $57,952   $74,107   $45,611 
                          
Performing TDRs  $10,998   $3,031   $2,233   $9,497   $11,015 
                          
Allowance for loan losses to non-performing loans   92%   166%   223%   298%   232%
Non-performing loans to total loans   0.91    0.58    0.63    0.53    0.74 
Non-performing loans to total loans (excluding government guaranteed student loans) (2)   0.91    0.58    0.63    0.40    0.60 
Non-performing assets to total assets (3)   0.79    0.85    1.25    1.69    1.29 
Non-performing assets to total assets (excluding government guaranteed student loans) (2) (3)   0.79    0.85    1.25    1.64    1.23 

 

 

(1)  Includes nonaccrual TDRs of approximately $3.2 million, $2.5 million, $1.0 million, $0.7 million and $3.1 million at December 31, 2016, 2015, 2014, 2013 and 2012, respectively.

(2)  Student loans past due 90 days or more are included in non-performing loans.  Student loans are guaranteed by the federal government and will be purchased at 97% of principal and accrued interest when they exceed 270 days past due; therefore, non-performing ratios have been calculated excluding these loans.

(3)  Excludes all loans acquired and excludes other real estate acquired, covered by FDIC loss share agreements, except for their inclusion in total assets.

 

There was no interest income on the nonaccrual loans recorded for the years ended December 31, 2016, 2015 and 2014.

 

At December 31, 2016, impaired loans, net of government guarantees and acquired loans, were $43.7 million compared to $18.2 million at December 31, 2015. On an ongoing basis, management evaluates the underlying collateral on all impaired loans and allocates specific reserves, where appropriate, in order to absorb potential losses if the collateral were ultimately foreclosed.

 

 37 
 

 

Allowance for Loan Losses

 

Overview

 

The allowance for loan losses is a reserve established through a provision for loan losses charged to expense, which represents management’s best estimate of probable losses that have been incurred within the existing portfolio of loans. The allowance, in the judgment of management, is necessary to reserve for estimated loan losses and risks inherent in the loan portfolio.  The Company’s allowance for loan loss methodology includes allowance allocations calculated in accordance with ASC Topic 310-10, Receivables, and allowance allocations calculated in accordance with ASC Topic 450-20, Loss Contingencies.  Accordingly, the methodology is based on our internal grading system, specific impairment analysis, qualitative and quantitative factors.

 

As mentioned above, allocations to the allowance for loan losses are categorized as either specific allocations or general allocations.

 

Specific Allocations

 

A loan is considered impaired when it is probable that we will not receive all amounts due according to the contractual terms of the loan, including scheduled principal and interest payments.  For a collateral dependent loan, our evaluation process includes a valuation by appraisal or other collateral analysis.  This valuation is compared to the remaining outstanding principal balance of the loan.  If a loss is determined to be probable, the loss is included in the allowance for loan losses as a specific allocation.  If the loan is not collateral dependent, the measurement of loss is based on the difference between the expected and contractual future cash flows of the loan.

 

General Allocations

 

The general allocation is calculated monthly based on management’s assessment of several factors such as (1) historical loss experience based on volumes and types, (2) volume and trends in delinquencies and nonaccruals, (3) lending policies and procedures including those for loan losses, collections and recoveries, (4) national, state and local economic trends and conditions, (5) external factors and pressure from competition, (6) the experience, ability and depth of lending management and staff, (7) seasoning of new products obtained and new markets entered through acquisition and (8) other factors and trends that will affect specific loans and categories of loans. We established general allocations for each major loan category. This category also includes allocations to loans which are collectively evaluated for loss such as credit cards, one-to-four family owner occupied residential real estate loans and other consumer loans.

 

Reserve for Unfunded Commitments

 

In addition to the allowance for loan losses, we have established a reserve for unfunded commitments, classified in other liabilities.  This reserve is maintained at a level sufficient to absorb losses arising from unfunded loan commitments.  The adequacy of the reserve for unfunded commitments is determined monthly based on methodology similar to our methodology for determining the allowance for loan losses.  Net adjustments to the reserve for unfunded commitments are included in other non-interest expense.

 

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An analysis of the allowance for loan losses for the last five years is shown in table 11.

 

Table 11:           Allowance for Loan Losses

 

(In thousands)  2016  2015  2014  2013  2012
                
Balance, beginning of year  $31,351   $29,028   $27,442   $27,882   $30,108 
                          
Loans charged off                         
Credit card   3,195    3,107    3,188    3,263    3,516 
Other consumer   1,975    1,672    1,638    1,561    1,198 
Real estate   7,517    1,580    2,684    1,628    4,095 
Commercial   3,956    1,415    1,044    382    543 
Total loans charged off   16,643    7,774    8,554    6,834    9,352 
                          
Recoveries of loans previously charged off                         
Credit card   907    890    896    901    858 
Other consumer   516    538    470    591    575 
Real estate   351    203    1,566    592    1,383 
Commercial   365    180    326    192    170 
Total recoveries   2,139    1,811    3,258    2,276    2,986 
Net loans charged off   14,504    5,963    5,296    4,558    6,366 
Provision for loan losses (1)   19,439    8,286    6,882    4,118    4,140 
                          
Balance, end of year(2)  $36,286   $31,351   $29,028   $27,442   $27,882 
                          
Net charge-offs to average loans (3)   0.40%   0.24%   0.30%   0.27%   0.40%
Allowance for loan losses to period-end loans (3)   0.84%   0.97%   1.41%   1.57%   1.71%
Allowance for loan losses to net charge-offs (3)   250.18%   525.76%   548.11%   602.06%   438.05%

 

 

(1)  Provision for loan losses of $626,000 attributable to loans acquired, was excluded from this table for 2016 (total year-to-date provision for loan losses is $20,065,000) and $736,000 was excluded from this table for 2015 (total 2015 provision for loan losses is $9,022,000). The $626,000 for 2016 and $736,000 for 2015 was subsequently charged-off, resulting in no increase in the allowance related to loans acquired. Provision for loan losses of $363,000 attributable to acquired loans, covered by FDIC loss share, was excluded from this table for the year ended December 31, 2014 (total provision for loan losses for the year ended December 31, 2014 is $7,245,000).

(2) Allowance for loan losses at December 31, 2016, 2015 and 2014 includes $954,000 allowance for loans acquired (not shown in the table above). The total allowance for loan losses at December 31, 2016, 2015 and 2014 was $37,240,000, $32,305,000 and $29,982,000, respectively.

(3) Excludes all acquired loans.

 

Provision for Loan Losses

 

The amount of provision added to the allowance each year was based on management's judgment, with consideration given to the composition of the portfolio, historical loan loss experience, assessment of current economic conditions, past due and non-performing loans and net loss experience.  It is management's practice to review the allowance on a monthly basis, and after considering the factors previously noted, to determine the level of provision made to the allowance.

 

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Allowance for Loan Losses Allocation

 

The Company may also consider additional qualitative factors in future periods for allowance allocations, including, among other factors, (1) seasoning of the loan portfolio, (2) the offering of new loan products, (3) specific industry conditions affecting portfolio segments and (4) the Company’s expansion into new markets.  

 

As of December 31, 2016, the allowance for loan losses reflects an increase of approximately $4.9 million from December 31, 2015, while total loans, excluding loans acquired, increased by $1.1 billion over the same period.  The allocation in each category within the allowance generally reflects the overall changes in the loan portfolio mix.

 

The following table sets forth the sum of the amounts of the allowance for loan losses attributable to individual loans within each category, or loan categories in general. The table also reflects the percentage of loans in each category to the total loan portfolio, excluding loans acquired, for each of the periods indicated. These allowance amounts have been computed using the Company’s internal grading system, specific impairment analysis, qualitative and quantitative factor allocations. The amounts shown are not necessarily indicative of the actual future losses that may occur within individual categories.  

 

Table 12:           Allocation of Allowance for Loan Losses

 

   December 31
   2016  2015  2014  2013  2012
   Allowance  % of  Allowance  % of  Allowance  % of  Allowance  % of  Allowance  % of
(In thousands)  Amount  loans(1)  Amount  loans(1)  Amount  loans(1)  Amount  loans(1)  Amount  loans(1)
                               
Credit cards  $3,779    4.3%  $3,893    5.5%  $5,445    9.1%  $5,430    10.6%  $7,211    11.4%
Other consumer   2,796    7.0%   1,853    6.4%   1,427    5.0%   1,758    7.2%   1,574    8.6%
Real estate   21,817    70.0%   19,522    67.9%   15,161    65.9%   16,885    66.9%   15,453    65.3%
Commercial   7,739    18.2%   5,985    20.0%   6,962    19.8%   3,205    15.1%   3,446    14.4%
Other   155    0.5%   98    0.2%   33    0.2%   164    0.2%   198    0.3%
                                                   
Total (2)  $36,286    100.0%  $31,351    100.0%  $29,028    100.0%  $27,442    100.0%  $27,882    100.0%

 

 
(1)Percentage of loans in each category to total loans, excluding loans acquired.
(2)Allowance for loan losses at December 31, 2016, 2015 and 2014 includes $954,000 allowance for loans acquired (not shown in the table above). The total allowance for loan losses at December 31, 2016, 2015 and 2014 was $37,240,000, $32,305,000 and $29,982,000, respectively.

 

 

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Investments and Securities

 

Our securities portfolio is the second largest component of earning assets and provides a significant source of revenue.  Securities within the portfolio are classified as either held-to-maturity, available-for-sale or trading.

 

Held-to-maturity securities, which include any security for which management has the positive intent and ability to hold until maturity, are carried at historical cost, adjusted for amortization of premiums and accretion of discounts.  Premiums and discounts are amortized and accreted, respectively, to interest income using the constant yield method over the period to maturity.  Interest and dividends on investments in debt and equity securities are included in income when earned.

 

Available-for-sale securities, which include any security for which management has no immediate plans to sell, but which may be sold in the future, are carried at fair value.  Realized gains and losses, based on amortized cost of the specific security, are included in other income.  Unrealized gains and losses are recorded, net of related income tax effects, in stockholders' equity.  Premiums and discounts are amortized and accreted, respectively, to interest income, using the constant yield method over the period to maturity.  Interest and dividends on investments in debt and equity securities are included in income when earned.

 

Our philosophy regarding investments is conservative based on investment type and maturity.  Investments in the portfolio primarily include U.S. Treasury securities, U.S. Government agencies, mortgage-backed securities and municipal securities.  Our general policy is not to invest in derivative type investments or high-risk securities, except for collateralized mortgage-backed securities for which collection of principal and interest is not subordinated to significant superior rights held by others.

 

Held-to-maturity and available-for-sale investment securities were $462.1 million and $1.2 billion, respectively, at December 31, 2016, compared to the held-to-maturity amount of $705.4 million and available-for-sale amount of $821.4 million at December 31, 2015.

 

As of December 31, 2016, $76.9 million, or 16.6%, of the held-to-maturity securities were invested in obligations of U.S. government agencies, all of which will mature in less than five years.  In the available-for-sale securities, $138.1 million, or 11.9%, were in U.S. Treasury and U.S. government agency securities, 68.2% of which will mature in less than five years.

 

In order to reduce our income tax burden, $362.5 million, or 78.5%, of the held-to-maturity securities portfolio, as of December 31, 2016, was invested in tax-exempt obligations of state and political subdivisions.  In the available-for-sale securities, there was $102.9 million invested in tax-exempt obligations of state and political subdivisions.  A portion of the state and political subdivision debt obligations are non-rated bonds and representing relatively small issuances, primarily in Arkansas, which are evaluated on an ongoing basis.  There are no securities of any one state or political subdivision issuer exceeding ten percent of our stockholders' equity at December 31, 2016.

 

We had approximately $19.8 million, or 4.3% of the held-to-maturity portfolio invested in mortgaged-backed securities at December 31, 2016.  In the available-for-sale securities, approximately $868.3 million, or 75.0% were invested in mortgaged-backed securities.  Investments 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.

 

As of December 31, 2016, the held-to-maturity investment portfolio had gross unrealized gains of $5.1 million and gross unrealized losses of $1.3 million.

 

We had $5.8 million of gross realized gains and no realized losses from the sale of available for sale securities during the year ended December 31, 2016. We had $350,000 of gross realized gains and $43,000 of realized losses from the sale of available for sale securities during the year ended December 31, 2015. We had $199,000 of gross realized gains and $191,000 of realized losses from the sale of available for sale securities during the year ended December 31, 2014.

 

Trading securities, which include any security held primarily for near-term sale, are carried at fair value.  Gains and losses on trading securities are included in other income.  Our trading account is established and maintained for the benefit of investment banking.  The trading account is typically used to provide inventory for resale and is not used to take advantage of short-term price movements. During 2016, we significantly scaled back balances used for trading.

 

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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 we expect to receive full value for the securities. The contractual terms of those investments do not permit the issuer to settle the securities at a price less than the amortized cost bases of the investments.  Furthermore, as of December 31, 2016, 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 December 31, 2015, management believes the impairments detailed in the table below 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.

 

Table 13 presents the carrying value and fair value of investment securities for each of the years indicated.

 

Table 13:           Investment Securities

 

   Years Ended December 31
   2016  2015
      Gross  Gross  Estimated     Gross  Gross  Estimated
   Amortized  Unrealized  Unrealized  Fair  Amortized  Unrealized  Unrealized  Fair
(In thousands)  Cost  Gains  (Losses)  Value  Cost  Gains  (Losses)  Value
                         
Held-to-Maturity                                        
                                         
U.S. Government agencies  $76,875   $107   $(182)  $76,800   $237,139   $582   $(1,395)  $236,326 
Mortgage-backed securities   19,773    63    (249)   19,587    24,774    86    (290)   24,570 
State and political subdivisions   362,532    4,967    (842)   366,657    440,676    9,138    (123)   449,691 
Other securities   2,916    --    --    2,916    2,784    --    --    2,784 
                                         
Total  $462,096   $5,137   $(1,273)  $465,960   $705,373   $9,806   $(1,808)  $713,371 
                                         
Available-for-Sale                                        
                                         
U.S. Treasury  $300   $--   $--   $300   $4,000   $--   $(6)  $3,994 
U.S. Government agencies   140,005    67    (2,301)   137,771    121,017    118    (898)   120,237 
Mortgage-backed securities   885,783    178    (17,637)   868,324    650,619    937    (4,130)   647,426 
State and political subdivisions   108,374    38    (5,469)   102,943    9,762    112    --    9,874 
Other securities   47,022    996    (2)   48,016    39,594    420    (138)   39,876 
                                         
Total  $1,181,484   $1,279   $(25,409)  $1,157,354   $824,992   $1,587   $(5,172)  $821,407 

 

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Table 14 reflects the amortized cost and estimated fair value of securities at December 31, 2016, by contractual maturity and the weighted average yields (for tax-exempt obligations on a fully taxable equivalent basis, assuming a 39.225% tax rate) of such securities.  Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations, with or without call or prepayment penalties.

 

Table 14:           Maturity Distribution of Investment Securities

 

   December 31, 2016
      Over  Over         
      1 year  5 years        Total
   1 year  through  through  Over  No fixed  Amortized  Par  Fair
(In thousands)  or less  5 years  10 years  10 years  maturity  Cost  Value  Value
                         
Held-to-Maturity                                        
U.S. Government agencies  $29,996   $46,879   $--   $--   $--   $76,875   $77,000   $76,800 
Mortgage-backed securities   --    --    --    --    19,773    19,773    19,991    19,586 
State and political subdivisions   22,033    75,793    104,383    160,323    --    362,532    360,771    366,658 
Other securities   26    198    1,099    1,593    --    2,916    2,947    2,916 
                                         
Total  $52,055   $122,870   $105,482   $161,916   $19,773   $462,096   $460,709   $465,960 
                                         
Percentage of total   11.3%   26.6%   22.8%   35.0%   4.3%   100.0%          
                                         
Weighted average yield   1.1%   1.9%   2.9%   3.5%   2.3%   2.6%          
                                         
Available-for-Sale                                        
U.S. Government agencies  $--   $95,272   $8,051   $36,682   $--   $140,005   $139,903   $137,771 
U.S. Government treasury   300    --    --    --    --    300    300    300 
Mortgage-backed securities   --    --    --    --    885,783    885,783    855,541    868,324 
State and political subdivisions   252    1,402    4,705    102,015    --    108,374    94,875    102,943 
Other securities   1,000    100    --    --    45,922    47,022    47,022    48,016 
                                         
Total  $1,552   $96,774   $12,756   $138,697   $931,705   $1,181,484   $1,137,641   $1,157,354 
                                         
Percentage of total   0.1%   8.2%   1.1%   11.7%   78.9%   100.0%          
                                         
Weighted average yield   2.3%   1.2%   2.0%   2.4%   2.0%   2.0%          

 

Deposits

 

Deposits are our primary source of funding for earning assets and are primarily developed through our network of 150 financial centers.  We offer a variety of products designed to attract and retain customers with a continuing focus on developing core deposits.  Our core deposits consist of all deposits excluding time deposits of $100,000 or more and brokered deposits.  As of December 31, 2016, core deposits comprised 91.1% of our total deposits.

 

We continually monitor the funding requirements at each subsidiary bank along with competitive interest rates in the markets it serves.  Because of our community banking philosophy, subsidiary bank executives in the local markets establish the interest rates offered on both core and non-core deposits.  This approach ensures that the interest rates being paid are competitively priced for each particular deposit product and structured to meet the funding requirements.  We believe we are paying a competitive rate when compared with pricing in those markets.

 

We manage our interest expense through deposit pricing and do not anticipate a significant change in total deposits. We believe that additional funds can be attracted and deposit growth can be accelerated through deposit pricing if it experiences increased loan demand or other liquidity needs.  We also utilize brokered deposits as an additional source of funding to meet liquidity needs.

 

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Our total deposits as of December 31, 2016 were $6.735 billion, an increase of $649.1 million, or 10.7%, from $6.086 billion at December 31, 2015.  The increase in deposits is due primarily to the Citizens acquisition. We have also continued our strategy to move more volatile time deposits to less expensive, revenue enhancing transaction accounts throughout 2016.  Non-interest bearing transaction accounts increased $211.4 million to $1.492 billion at December 31, 2016, compared to $1.280 billion at December 31, 2015.  Interest bearing transaction and savings accounts were $3.956 billion at December 31, 2016, a $470.6 million increase compared to $3.486 billion on December 31, 2015.  Total time deposits decreased approximately $33.0 million to $1.287 billion at December 31, 2016, from $1.320 billion at December 31, 2015.  In an attempt to utilize some of our excess liquidity, we have priced deposits in a manner to encourage a reduction in non-relationship time deposits.  We had $7.0 million and $1.5 million of brokered deposits at December 31, 2016 and 2015, respectively.

 

Table 15 reflects the classification of the average deposits and the average rate paid on each deposit category which is in excess of 10 percent of average total deposits for the three years ended December 31, 2016.

 

Table 15:           Average Deposit Balances and Rates

 

   December 31
   2016  2015  2014
(In thousands)  Average
Amount		  Average
Rate
Paid		  Average
Amount		  Average
Rate
Paid		  Average
Amount		  Average
Rate
Paid
                   
Non-interest bearing transaction accounts  $1,333,965    --   $1,133,951    --   $820,490    -- 
Interest bearing transaction and savings deposits   3,637,907    0.22%   3,304,654    0.24%   1,886,217    0.16%
Time deposits                              
$100,000 or more   595,884    0.66%   511,105    0.62%   470,798    0.66%
Other time deposits   667,433    0.49%   833,657    0.52%   570,181    0.51%
                               
Total  $6,235,189    0.24%  $5,783,367    0.26%  $3,747,686    0.24%

 

The Company's maturities of large denomination time deposits at December 31, 2016 and 2015 are presented in table 16.

 

Table 16:           Maturities of Large Denomination Time Deposits

 

   Time Certificates of Deposit
   ($100,000 or more)
   December 31
   2016  2015
(In thousands)  Balance  Percent  Balance  Percent
             
Maturing                    
Three months or less  $175,736    29.3%  $138,605    22.2%
Over 3 months to 6 months   107,985    18.0%   127,481    20.4%
Over 6 months to 12 months   151,776    25.3%   98,506    15.7%
Over 12 months   164,783    27.4%   261,163    41.7%
                     
Total  $600,280    100.0%  $625,755    100.0%

 

Fed Funds Purchased and Securities Sold under Agreements to Repurchase

 

Federal funds purchased and securities sold under agreements to repurchase were $115.0 million at December 31, 2016, as compared to $99.4 million at December 31, 2015.

 

We have historically funded our growth in earning assets through the use of core deposits, large certificates of deposits from local markets, FHLB borrowings and Federal funds purchased.  Management anticipates that these sources will provide necessary funding in the foreseeable future.

 

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Other Borrowings and Subordinated Debentures

 

Our total debt was $333.6 million and $222.9 million at December 31, 2016 and 2015, respectively.  The outstanding balance for December 31, 2016 includes $180.0 million in FHLB short-term advances. The increase in debt was a result of liquidity needs related to our loan growth as well as the increase in our securities portfolio during the year.

 

The outstanding long-term debt balance for December 31, 2016 includes $45.3 million in FHLB long-term advances, $47.9 million in notes payable and $60.4 million of trust preferred securities.  The outstanding long-term debt balance for December 31, 2015 includes $70.0 million in FHLB long-term advances, $52.3 million in notes payable and $60.6 million of trust preferred securities.

 

During October 2015, we borrowed $52.3 million from correspondent banks at a rate of 3.85% with quarterly principal and interest payments. The debt has a 10 year amortization with a 5 year balloon payment due in October 2020. We used $36 million of this borrowing to refinance the debt issued during the fourth quarter of 2013.

 

Aggregate annual maturities of debt at December 31, 2016 are presented in table 17.

 

Table 17:           Maturities of Debt

 

     Annual
(In thousands) Year  Maturities
      
  2017  $193,714 
  2018   23,913 
  2019   7,673 
  2020   36,429 
  2021   2,332 
  Thereafter   69,495 
  Total  $333,556 

 

Capital

 

Overview

 

At December 31, 2016, total capital reached $1.151 billion.  Capital represents shareholder ownership in the Company – the book value of assets in excess of liabilities.  At December 31, 2016, our common equity to asset ratio was 13.7% compared to 13.8% at year-end 2015.

 

Capital Stock

 

On February 27, 2009, at a special meeting, our shareholders approved an amendment to the Articles of Incorporation to establish 40,040,000 authorized shares of preferred stock, $0.01 par value.  The aggregate liquidation preference of all shares of preferred stock cannot exceed $80,000,000.

 

On February 27, 2015, as part of the acquisition of Community First, the Company issued 30,852 shares of Senior Non-Cumulative Perpetual Preferred Stock, Series A (“Simmons Series A Preferred Stock”) in exchange for the outstanding shares of Community First Senior Non-Cumulative Perpetual Preferred Stock, Series C (“Community First Series C Preferred Stock”). The preferred stock was held by the United States Department of the Treasury (“Treasury”) as the Community First Series C Preferred Stock was issued when Community First entered into a Small Business Lending Fund Securities Purchase Agreement with the Treasury. The Simmons Series A Preferred Stock qualified as Tier 1 capital and paid quarterly dividends. On January 29, 2016, the Company redeemed all of the Simmons Series A Preferred Stock, including accrued and unpaid dividends.

 

On March 4, 2014 the Company filed a shelf registration statement with the Securities and Exchange Commission (“SEC”).  Subsequently, on June 18, 2014, we filed Amendment No. 1 to the shelf registration statement. The shelf registration statement allows us to raise capital from time to time, up to an aggregate of $300 million, through the sale of common stock, preferred stock, stock warrants, stock rights or a combination thereof, subject to market conditions.  Specific terms and prices are determined at the time of any offering under a separate prospectus supplement that the Company is required to file with the SEC at the time of the specific offering.

 

 45 
 

 

Stock Repurchase

 

During 2007, the Company approved a stock repurchase program which authorized the repurchase of up to 700,000 shares of common stock.  On July 23, 2012, we announced the substantial completion of the existing stock repurchase program and the adoption by our Board of Directors of a new stock repurchase program.  The current program authorizes the repurchase of up to 850,000 additional shares of Class A common stock, or approximately 5% of the shares outstanding. The shares are to be purchased from time to time at prevailing market prices, through open market or unsolicited negotiated transactions, depending upon market conditions.  Under the repurchase program, there is no time limit for the stock repurchases, nor is there a minimum number of shares that we intend to repurchase.  We may discontinue purchases at any time that management determines additional purchases are not warranted.  We intend to use the repurchased shares to satisfy stock option exercises, payment of future stock awards and dividends and general corporate purposes.

 

We had no stock repurchases during 2015 or 2016.

 

Cash Dividends

 

We declared cash dividends on our common stock of $0.96 per share for the twelve months ended December 31, 2016, compared to $0.92 per share for the twelve months ended December 31, 2015. The timing and amount of future dividends are at the discretion of our Board of Directors and will depend upon our consolidated earnings, financial condition, liquidity and capital requirements, the amount of cash dividends paid to us by our subsidiaries, applicable government regulations and policies and other factors considered relevant by our Board of Directors. Our Board of Directors anticipates that we will continue to pay quarterly dividends in amounts determined based on the factors discussed above.  However, there can be no assurance that we will continue to pay dividends on our common stock at the current levels or at all.  See Item 5, Market for Registrant’s Common Equity and Related Stockholder Matters, for additional information regarding cash dividends.

 

Parent Company Liquidity

 

The primary liquidity needs of the Parent Company are the payment of dividends to shareholders and the funding of debt obligations.  The primary sources for meeting these liquidity needs are the current cash on hand at the parent company and the future dividends received from Simmons Bank.  Payment of dividends by the subsidiary bank is subject to various regulatory limitations.  See Item 7A, Liquidity and Qualitative Disclosures About Market Risk, for additional information regarding the parent company’s liquidity.

 

Risk-Based Capital

 

Our bank subsidiary is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on our financial statements.  Under capital adequacy guidelines and the regulatory framework for prompt corrective action, we must meet specific capital guidelines that involve quantitative measures of our assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices.  Our capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.

 

Quantitative measures established by regulation to ensure capital adequacy require us to maintain minimum amounts and ratios (set forth in the table below) of total, Tier 1 and common equity Tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier 1 capital (as defined) to average assets (as defined).  Management believes that, as of December 31, 2016, we meet all capital adequacy requirements to which we are subject.

 

As of the most recent notification from regulatory agencies, the subsidiary was well capitalized under the regulatory framework for prompt corrective action.  To be categorized as well capitalized, the Company and the Bank must maintain minimum total risk-based, Tier 1 risk-based, common equity Tier 1 risk-based and Tier 1 leverage ratios as set forth in the table.  There are no conditions or events since that notification that management believes have changed the institutions’ categories.

 

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Our risk-based capital ratios at December 31, 2016 and 2015 are presented in table 18 below:

 

Table 18:           Risk-Based Capital

 

   December 31
(In thousands, except ratios)  2016  2015
       
Tier 1 capital          
Stockholders’ equity  $1,151,111   $1,076,855 
Trust preferred securities   60,397    60,570 
Goodwill and other intangible assets   (354,028)   (331,931)
Unrealized gain on available-for-sale securities, net of income taxes   15,212    2,665 
Other   15    -- 
           
Total Tier 1 capital   872,707    808,159 
           
Tier 2 capital          
Qualifying unrealized gain on available-for-sale equity securities   --    -- 
Qualifying allowance for loan losses   40,241    35,068 
           
Total Tier 2 capital   40,241    35,068 
           
Total risk-based capital  $912,948   $843,227 
           
Risk weighted assets  $6,039,034   $5,044,453 
           
Ratios at end of year          
Common equity Tier 1 ratio (CET1)   13.45%   14.21%
Tier 1 leverage ratio   10.95%   11.20%
Tier 1 risk-based capital ratio   14.45%   16.02%
Total risk-based capital ratio   15.12%   16.72%
Minimum guidelines          
Common equity Tier 1 ratio (CET1)   4.50%   4.50%
Tier 1 leverage ratio   4.00%   4.00%
Tier 1 risk-based capital ratio   6.00%   6.00%
Total risk-based capital ratio   8.00%   8.00%
Well capitalized guidelines          
Common equity Tier 1 ratio (CET1)   6.50%   6.50%
Tier 1 leverage ratio   5.00%   5.00%
Tier 1 risk-based capital ratio   8.00%   8.00%
Total risk-based capital ratio   10.00%   10.00%

 

Regulatory Capital Changes

 

In July 2013, the Company’s primary federal regulator, the Federal Reserve, published final rules (the “Basel III Capital Rules”) establishing a new comprehensive capital framework for U.S. banks. The rules implement the Basel Committee’s December 2010 framework known as “Basel III” for strengthening international capital standards. The Basel III Capital Rules substantially revise the risk-based capital requirements applicable to bank holding companies and depository institutions compared to the current U.S. risk-based capital rules.

 

The Basel III Capital Rules define the components of capital and address other issues affecting the numerator in banking institutions’ regulatory capital ratios. The rules also address risk weights and other issues affecting the denominator in banking institutions’ regulatory capital ratios and replace the existing risk-weighting approach with a more risk-sensitive approach.

 

The Basel III Capital Rules expand the risk-weighting categories from the current four Basel I-derived categories (0%, 20%, 50% and 100%) to a much larger and more risk-sensitive number of categories, depending on the nature of the assets, generally ranging from 0% for U.S. government and agency securities, to 600% for certain equity exposures, and resulting in higher risk weights for a variety of asset categories, including many residential mortgages and certain commercial real estate.

 

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The final rules include a new common equity Tier 1 capital to risk-weighted assets ratio of 4.5% and a common equity Tier 1 capital conservation buffer of 2.5% of risk-weighted assets. The rules also raise the minimum ratio of Tier 1 capital to risk-weighted assets from 4.0% to 6.0% and require a minimum leverage ratio of 4.0%. The Basel III Capital Rules became effective for the Company and its subsidiary bank on January 1, 2015, with full compliance with all of the final rule’s requirements phased in over a multi-year schedule. Management believes that, as of December 31, 2016, the Company and Simmons Bank would meet all capital adequacy requirements under the Basel III Capital Rules on a fully phased-in basis if such requirements were currently effective.

 

Tier 1 capital includes common equity tier 1 capital and certain additional tier 1 items as provided under the Basel III Rules. The tier 1 capital for the Company consists of common equity tier 1 capital and $60.4 million of trust preferred securities. The Basel III Rules include certain provisions that would require trust preferred securities to be phased out of qualifying tier 1 capital. Currently, the Company’s trust preferred securities are grandfathered under the Basel III Rules and will continue to be included as tier 1 capital. However, should the Company exceed $15 billion in total assets, the grandfather provisions applicable to its trust preferred securities would no longer apply and such trust preferred securities would no longer be included as tier 1 capital, but would continue to be included as total capital.

 

Off-Balance Sheet Arrangements and Aggregate Contractual Obligations

 

In the normal course of business, the Company enters into a number of financial commitments.  Examples of these commitments include but are not limited to long-term debt financing, operating lease obligations, unfunded loan commitments and letters of credit.

 

Our long-term debt at December 31, 2016, includes notes payable, FHLB long-term advances and trust preferred securities, all of which we are contractually obligated to repay in future periods.

 

Operating lease obligations entered into by the Company are generally associated with the operation of a few of our financial centers located throughout the states of Arkansas, Kansas, Missouri and Tennessee.  Our financial obligation on these locations is considered immaterial due to the limited number of financial centers that operate under an agreement of this type.  Historically, we have purchased all of our automated teller machines (“ATMs”) and depreciated them over their estimated lives.  In December 2012, we entered into a five-year operating lease agreement with our service provider to replace and maintain all outdated ATMs and the related operating software.

 

Commitments to extend credit and letters of credit are legally binding, conditional agreements generally having fixed expiration or termination dates.  These commitments generally require customers to maintain certain credit standards and are established based on management’s credit assessment of the customer.  The commitments may expire without being drawn upon.  Therefore, the total commitment does not necessarily represent future funding requirements.

 

The funding requirements of the Company's most significant financial commitments at December 31, 2016 are shown in table 19.

 

Table 19:           Funding Requirements of Financial Commitments

 

   Payments due by period
   Less than  1-3  3-5  Greater than   
(In thousands)  1 Year  Years  Years  5 Years  Total
                
Long-term debt  $13,714   $31,586   $38,761   $69,495   $153,556 
ATM lease commitments   1,351    2,701    337    --    4,389 
Credit card loan commitments   562,527    --    --    --    562,527 
Other loan commitments   1,220,137    --    --    --    1,220,137 
Letters of credit   29,362    --    --    --    29,362 

 

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GAAP Reconciliation of Non-GAAP Financial Measures

 

The tables below present computations of core earnings (net income excluding non-core items {gain from early retirement of trust preferred securities, accelerated vesting on retirement agreements, gain on sale of merchant services, gain on sale of banking operations, loss on FDIC loss share termination, gains on FDIC-assisted transactions and the related merger costs, liquidation gains and losses from FDIC-assisted transactions and traditional acquisitions, merger related costs, change-in-control payments, charter consolidation costs and the one-time costs of branch right sizing}) and diluted core earnings per share (non-GAAP) as well as a reconciliation of tangible book value per share (non-GAAP), tangible common equity to tangible equity (non-GAAP) and the core net interest margin (non-GAAP).  Non-core items are included in financial results presented in accordance with generally accepted accounting principles (GAAP).

 

We believe the exclusion of these non-core items in expressing earnings and certain other financial measures, including “core earnings,” provides a meaningful base for period-to-period and company-to-company comparisons, which management believes will assist investors and analysts in analyzing the core financial measures of the Company and predicting future performance. These non-GAAP financial measures are also used by management to assess the performance of the Company’s business because management does not consider these non-core items to be relevant to ongoing financial performance.  Management and the Board of Directors utilize “core earnings” (non-GAAP) for the following purposes:

 

•   Preparation of the Company’s operating budgets

•   Monthly financial performance reporting

•   Monthly “flash” reporting of consolidated results (management only)

•   Investor presentations of Company performance

 

We believe the presentation of “core earnings” on a diluted per share basis, “diluted core earnings per share” (non-GAAP) and core net interest margin (non-GAAP), provides a meaningful base for period-to-period and company-to-company comparisons, which management believes will assist investors and analysts in analyzing the core financial measures of the Company and predicting future performance. This non-GAAP financial measures are also used by management to assess the performance of the Company’s business, because management does not consider these non-core items to be relevant to ongoing financial performance on a per share basis.  Management and the Board of Directors utilize “diluted core earnings per share” (non-GAAP) for the following purposes:

 

•   Calculation of annual performance-based incentives for certain executives

•   Calculation of long-term performance-based incentives for certain executives

•   Investor presentations of Company performance

 

We have $401.5 million and $380.9 million total goodwill and other intangible assets for the periods ended December 31, 2016 and December 31, 2015, respectively.  Because of our high level of intangible assets, management believes a useful calculation is return on tangible equity (non-GAAP).

 

We believe that presenting these non-GAAP financial measures will permit investors and analysts to assess the performance of the Company on the same basis as that is applied by management and the Board of Directors.

 

Non-GAAP financial measures have inherent limitations, are not required to be uniformly applied and are not audited.  To mitigate these limitations, we have procedures in place to identify and approve each item that qualifies as non-core to ensure that the Company’s “core” results are properly reflected for period-to-period comparisons.  Although these non-GAAP financial measures are frequently used by stakeholders in the evaluation of a company, they have limitations as analytical tools and should not be considered in isolation or as a substitute for analyses of results as reported under GAAP.  In particular, a measure of earnings that excludes non-core items does not represent the amount that effectively accrues directly to stockholders (i.e., non-core items are included in earnings and stockholders’ equity).

 

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During 2016, we recorded after-tax merger related costs of $2.9 million, primarily related to the Citizens acquisition, resulting in a nonrecurring charge of $0.10 to diluted earnings per share. During 2016 we incurred $2.0 million in after-tax branch right sizing costs in relation to the closure of ten underperforming branches, resulting in a nonrecurring charge of $0.07 to diluted earnings per share. Also during 2016, we recognized $361,000 in net after-tax gains from the early retirement of trust preferred securities contributing $0.01 to diluted earnings per share.

 

During 2015, we recorded after-tax merger related costs of $8.4 million, primarily related to the Community First, Liberty and Ozark Trust acquisitions, resulting in a nonrecurring charge of $0.30 to diluted earnings per share. During the second quarter of 2015 we incurred $1.9 million in after-tax branch right sizing costs in relation to the closure of twelve underperforming branches, resulting in a nonrecurring charge of $0.07 to diluted earnings per share. Also during 2015, we recognized $1.3 million in net after-tax gains from the sale of our Salina banking operations contributing $0.04 to diluted earnings per share.

 

During the third quarter of 2015, we entered terminated the loss-share agreements with the FDIC and incurred $4.5 million after tax one-time charge expense which resulted in a decrease of $0.16 to diluted earnings per share. We incurred after-tax costs of $1.3 million for the accelerated vesting of retirement agreements during the year, resulting in a nonrecurring charge of $0.05 to diluted earnings per share.

 

During 2014, we recorded after-tax merger related costs of $4.5 million, primarily related to the Delta Trust acquisition, resulting in a nonrecurring charge of $0.27 to diluted earnings per share. During the first quarter of 2014, we closed eleven legacy Simmons Bank branches as part of the initial branch right sizing strategy of the Metropolitan acquisition. Our total after-tax cost of branch right sizing was $2.9 million in 2014, resulting in a nonrecurring charge of $0.17 to diluted earnings per share. Also during 2014 we recognized $4.7 million in net after-tax gains from the sale of former branch locations, primarily the legacy Simmons Bank and acquired Metropolitan closures, contributing $0.27 to diluted earnings per share.

 

During the second quarter of 2014, we recorded an after-tax gain of $608,000 from the sale of our merchant services business, contributing $0.04 to diluted earnings per share. We incurred after-tax costs of $396,000 and $538,000, respectively, for charter consolidations and change-in-control payments during the year, resulting in a nonrecurring charge of $0.05 to diluted earnings per share.

 

During the third and fourth quarter of 2013, we recorded after-tax merger related costs of $3.9 million related to the Metropolitan acquisition, resulting in a nonrecurring charge of $0.25 to diluted earnings per share. During the third and fourth quarters, we closed seven underperforming branches at a cost of $390,000 after-tax, resulting in a nonrecurring charge of $0.02 to diluted earnings per share. Also, as part of our 2012 acquisition strategy, we sold many of the investment securities from Excel and Truman, resulting in an after- tax loss of $117,000.

 

During the third quarter of 2012, we recorded an after-tax bargain purchase gain of $681,000 on the FDIC-assisted acquisition of Truman, along with merger related costs of $495,000, after tax.   These nonrecurring items related to Truman contributed $0.01 to diluted earnings per share.

 

During the fourth quarter of 2012, we recorded an after-tax bargain purchase gain of $1.4 million on the FDIC-assisted acquisition of Excel, along with merger related costs of $657,000, after tax.  Also, as part of our acquisition strategy, FHLB advances were paid off resulting in a $106,000 pre-payment expense, after tax.  These nonrecurring items related to Excel contributed $0.04 to diluted earnings per share.

 

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See table 20 below for the reconciliation of core earnings, which exclude non-core items for the periods presented.

 

Table 20:           Reconciliation of Core Earnings (non-GAAP)

 

(In thousands, except share data)  2016  2015  2014  2013  2012
                
Twelve months ended                         
                          
Net Income  $96,790   $74,107   $35,688   $23,231   $27,684 
Non-core items                         
Accelerated vesting on retirement agreements   --    2,209    --    --    -- 
Gain on sale of merchant services   --    --    (1,000)   --    -- 
Gain on sale of banking operations   --    (2,110)   --    --    -- 
Gain from early retirement of trust preferred securities   (594)   --    --    --    -- 
Gain on FDIC-assisted transactions   --    --    --    --    (3,411)
Loss on FDIC loss-share termination   --    7,476    --    --    -- 
Merger related costs   4,835    13,760    7,470    6,376    1,896 
Change-in-control payments   --    --    885    --    -- 
Loss from sale of securities   --    --    --    193    -- 
FHLB prepayment penalties   --    --    --    --    175 
Branch right sizing   3,359    3,144    (3,059)   641    -- 
Charter consolidation costs   --    --    652    --    -- 
Tax effect (39.225%) (1)   (2,981)   (8,964)   (1,929)   (2,829)   526 
Net non-core items   4,619    15,515    3,019    4,381    (814)
Diluted core earnings (non-GAAP)  $101,409   $89,622   $38,707   $27,612   $26,870 
                          
Diluted earnings per share  $3.13   $2.63   $2.11   $1.42   $1.64 
Non-core items                         
Accelerated vesting on retirement agreements   --    0.08    --    --    -- 
Gain on sale of merchant services   --    --    (0.06)   --    -- 
Gain on sale of banking operations   --    (0.07)   --    --    -- 
Gain from early retirement of trust preferred securities   (0.02