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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 10-Q

QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934


For Quarter Ended June 30, 2004  Commission File Number 06253
 


SIMMONS FIRST NATIONAL CORPORATION
(Exact name of registrant as specified in its charter)

Arkansas

(State or other jurisdiction of
incorporation or organization)
71-0407808
(I.R.S. Employer
Identification No.)
  
501 Main Street        Pine Bluff, Arkansas
(Address of principal executive offices)
71601
(Zip Code)
   
Registrant’s telephone number, including area code 870-541-1000

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period) and (2) has been subject to such filing requirements for the past 90 days.

YES  X    NO     

Indicate the number of shares outstanding of each of issuer’s classes of common stock.

Class A, Common            14,614,074



SIMMONS FIRST NATIONAL CORPORATION

INDEX


    Page No.
  
Part I:  Summarized Financial Information
  
Item 1        Consolidated Balance Sheets —
          June 30, 2004 and December 31, 2003 3-4
  
  Consolidated Statements of Income —
          Three months and six months ended
          June 30, 2004 and 2003 5
  
  Consolidated Statements of Cash Flows —
          Six months ended June 30, 2004 and 2003 6
  
  Consolidated Statements of Stockholders’ Equity
          Six months ended June 30, 2004 and 2003 7
  
  Condensed Notes to Consolidated Financial Statements 8-18
  
  Review by Independent Registered Public Accounting Firm 19
  
Item 2   Management’s Discussion and Analysis of Financial
          Condition and Results of Operations 20-44
  
Item 3   Quantitative and Qualitative Disclosure About Market Risk 45-48
  
Item 4   Controls and Procedures 48
  
Part II:  Other Information
  
Item 2   Changes in Securities 49
  
Item 6   Exhibits and Reports on Form 8-K 50
  
Signatures   51



Part I: Summarized Financial Information
Item 1: Consolidated Financial Statements and Condensed Notes to Financial Statements

Simmons First National Corporation
Consolidated Balance Sheets
June 30, 2004 and December 31, 2003

ASSETS


(In thousands, except share data) June 30,
2004
          December 31,
2003

(Unaudited)
Cash and non-interest bearing balances due from banks $ 79,555   $ 78,205  
Interest bearing balances due from banks   12,660     31,850  
Federal funds sold and securities purchased        
   under agreements to resell   41,555     91,560  


      Cash and cash equivalents   133,770     201,615  
Investment securities   555,414     491,950  
Mortgage loans held for sale   9,094     12,211  
Assets held in trading accounts   389     90  
Loans   1,543,163     1,418,314  
   Allowance for loan losses   (27,268 )   (25,347 )


      Net loans   1,515,895     1,392,967  
  
Premises and equipment   51,614     49,369  
Foreclosed assets held for sale, net   1,641     2,979  
Interest receivable   12,797     12,678  
Goodwill   60,432     45,159  
Core deposits   6,243     5,258  
Other assets   23,224     21,502  


  
         TOTAL ASSETS $ 2,370,513   $ 2,235,778  



See Condensed Notes to Consolidated Financial Statements.                     3     



Simmons First National Corporation
Consolidated Balance Sheets
June 30, 2004 and December 31, 2003

LIABILITIES AND STOCKHOLDERS’ EQUITY


(In thousands, except share data) June 30,
2004
          December 31,
2003

(Unaudited)
LIABILITIES        
Non-interest bearing transaction accounts $ 298,556   $ 270,343  
Interest bearing transaction accounts and savings deposits   746,595     670,908  
Time deposits   885,919     862,217  


      Total deposits   1,931,070     1,803,468  
Federal funds purchased and securities sold        
   under agreements to repurchase   70,656     100,209  
Short-term debt   11,665     6,833  
Long-term debt   112,791     100,916  
Accrued interest and other liabilities   16,721     14,357  


      Total liabilities   2,142,903     2,025,783  


  
STOCKHOLDERS’ EQUITY            
Capital stock        
   Class A, common, par value $0.01 a share at 2004 and        
      $1 a share at 2003, authorized 30,000,000 shares, 14,614,074        
      issued and outstanding at 2004 and 14,101,521 at 2003   146     14,102  
Surplus   63,044     35,988  
Undivided profits   167,864     160,191  
Accumulated other comprehensive loss        
   Unrealized depreciation on available-for-sale securities, net        
      of income tax credit of $2,064 in 2004 and $170 in 2003   (3,444 )   (286 )


   Total stockholders’ equity   227,610     209,995  


  
           TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 2,370,513   $ 2,235,778  



See Condensed Notes to Consolidated Financial Statements.                     4     



Simmons First National Corporation
Consolidated Statements of Income
Three Months and Six Months Ended June 30, 2004 and 2003


Three Months Ended
June 30,
Six Months Ended
June 30,
(In thousands, except per share data) 2004        2003         2004        2003

(Unaudited) (Unaudited)
INTEREST INCOME                
   Loans $ 23,802   $ 22,526   $ 46,534   $ 44,765  
   Federal funds sold and securities purchased                
      under agreements to resell   110     160     305     374  
   Investment securities   4,343     4,005     8,457     7,989  
   Mortgage loans held for sale   174     352     286     652  
   Assets held in trading accounts   1     7     4     9  
   Interest bearing balances due from banks   76     156     194     291  




           TOTAL INTEREST INCOME   28,506     27,206     55,780     54,080  




  
INTEREST EXPENSE                
   Deposits   5,652     6,384     11,118     13,228  
   Federal funds purchased and securities sold                
      under agreements to repurchase   202     194     454     417  
   Short-term debt   24     7     40     12  
   Long-term debt   1,478     1,363     2,903     2,285  




           TOTAL INTEREST EXPENSE   7,356     7,948     14,515     15,942  




  
NET INTEREST INCOME   21,150     19,258     41,265     38,138  
   Provision for loan losses   2,019     2,196     4,163     4,393  




  
NET INTEREST INCOME AFTER PROVISION                
   FOR LOAN LOSSES   19,131     17,062     37,102     33,745  




  
NON-INTEREST INCOME                
   Trust income   1,233     1,166     2,633     2,742  
   Service charges on deposit accounts   3,767     2,639     6,994     5,093  
   Other service charges and fees   518     317     1,063     796  
   Income on sale of mortgage loans, net of commissions   1,045     1,463     1,796     2,627  
   Income on investment banking, net of commissions   198     597     413     1,128  
   Credit card fees   2,517     2,512     4,827     4,831  
   Student loan premiums   843     324     1,450     630  
   Other income   670     627     1,262     1,102  
   Gain on sale of mortgage servicing       771         771  
   Gain on sale of securities, net                




           TOTAL NON-INTEREST INCOME   10,791     10,416     20,438     19,720  




  
NON-INTEREST EXPENSE                
   Salaries and employee benefits   12,280     10,603     24,085     21,345  
   Occupancy expense, net   1,377     1,272     2,695     2,603  
   Furniture and equipment expense   1,399     1,219     2,757     2,601  
   Loss on foreclosed assets   137     127     181     162  
   Other operating expenses   5,375     4,716     10,542     9,420  




           TOTAL NON-INTEREST EXPENSE   20,568     17,937     40,260     36,131  




  
INCOME BEFORE INCOME TAXES   9,354     9,541     17,280     17,334  
   Provision for income taxes   3,066     3,012     5,581     5,473  




NET INCOME $ 6,288   $ 6,529   $ 11,699   $ 11,861  




BASIC EARNINGS PER SHARE $ 0.43   $ 0.46   $ 0.81   $ 0.84  




DILUTED EARNINGS PER SHARE $ 0.42   $ 0.45   $ 0.79   $ 0.82  





See Condensed Notes to Consolidated Financial Statements.                     5     



Simmons First National Corporation
Consolidated Statements of Cash Flows
Six Months Ended June 30, 2004 and 2003


(In thousands) June 30,
2004
          December 31,
2003

OPERATING ACTIVITIES (Unaudited)
   Net income $ 11,699   $ 11,861  
   Items not requiring (providing) cash        
      Depreciation and amortization   2,651     2,692  
      Provision for loan losses   4,163     4,393  
      Net accretion of investment securities   674     (114 )
      Deferred income taxes   (491 )   35  
      Provision for losses on foreclosed assets   35     103  
   Changes in        
      Interest receivable   676     1,148  
      Mortgage loans held for sale   3,117     2,632  
      Assets held in trading accounts   (299 )   (20 )
      Other assets   792     510  
      Accrued interest and other liabilities   1,873     (2,173 )
      Income taxes payable   (765 )   110  


            Net cash provided by operating activities   24,125     21,177  


  
INVESTING ACTIVITIES        
   Net originations of loans   (58,865 )   (34,584 )
   Purchase of branch location, net funds received   4,897      
   Purchase of Alliance Bancorporation, Inc., net   (7,818 )    
   Purchase of premises and equipment, net   (2,295 )   (1,574 )
   Proceeds from sale of foreclosed assets   2,078     837  
   Proceeds from maturities of available-for-sale securities   29,911     180,123  
   Purchases of available-for-sale securities   (20,146 )   (249,610 )
   Proceeds from maturities of held-to-maturity securities   139,209     125,839  
   Purchases of held-to-maturity securities   (150,100 )   (85,016 )


            Net cash used in investing activities   (63,129 )   (63,985 )


  
FINANCING ACTIVITIES        
   Net increase (decrease) in deposits   10,688     (7,069 )
   Net proceeds (repayments) of short-term debt   4,832     (1,676 )
   Dividends paid   (4,026 )   (3,603 )
   Proceeds from issuance of long-term debt   3,300     24,738  
   Repayment of long-term debt   (4,206 )   (3,431 )
   Net decrease in federal funds purchased and securities        
      sold under agreements to repurchase   (38,252 )   (6,363 )
   Repurchase of common stock, net   (1,177 )   (917 )


            Net cash (used in) provided by financing activities   (28,841 )   1,679  


  
DECREASE IN CASH AND CASH EQUIVALENTS   (67,845 )   (41,129 )
CASH AND CASH EQUIVALENTS,        
   BEGINNING OF YEAR   201,615     191,545  


CASH AND CASH EQUIVALENTS, END OF PERIOD $ 133,770   $ 150,416  



See Condensed Notes to Consolidated Financial Statements.                     6     



Simmons First National Corporation
Consolidated Statements of Stockholders’ Equity
Six Months Ended June 30, 2004 and 2003


(In thousands, except share data) Common
Stock
Surplus Accumulated
Other
Comprehensive
Income (loss)
Undivided
Profits
Total

  
Balance, December 31, 2002 $ 7,071        $ 44,495        $ 2,231        $ 143,808        $ 197,605  
   Comprehensive income                    
      Net income               11,861     11,861  
      Change in unrealized appreciation on                    
         available-for-sale securities, net of                    
         income taxes of $37           112         112  

   Comprehensive income                   11,973  
   Exercise of 14,500 split adjusted                    
         shares of stock options   9     132             141  
   Securities exchanged under stock option plan   (2 )   (73 )           (75 )
   Repurchase of 50,000 split adjusted                    
         shares of common stock   (40 )   (943 )           (983 )
   Two for one stock split   7,066     (7,066 )            
   Dividends paid - $0.255 per split adj. share               (3,603 )   (3,603 )





  
Balance, June 30, 2003   14,104     36,545     2,343     152,066     205,058  
   Comprehensive income                    
      Net income               11,929     11,929  
      Change in unrealized appreciation on                    
         available-for-sale securities, net of                    
         income tax credit of $1,579           (2,629 )       (2,629 )

   Comprehensive income                   9,300  
   Exercise of stock options - 43,700 shares   44     476             520  
   Securities exchanged under                    
         employee option plan   (14 )   (327 )           (341 )
   Repurchase of common stock                    
         - 32,000 shares   (32 )   (706 )           (738 )
   Dividends paid - $0.27 per share               (3,804 )   (3,804 )





  
Balance, December 31, 2003   14,102     35,988     (286 )   160,191     209,995  
   Comprehensive income                    
      Net income               11,699     11,699  
      Change in unrealized depreciation on                    
         available-for-sale securities, net of                    
         income tax credit of $1,894           (3,158 )       (3,158 )

   Comprehensive income                   8,541  
   Stock issued as bonus shares - 2,000 shares   2     50             52  
   Change in the par value of common stock   (14,523 )   14,523              
   Stock issued in connection with the merger                    
      of Alliance Bancorporation   545     13,732             14,277  
   Exercise of stock options - 36,497 shares   36     510             546  
   Securities exchanged under stock option plan   (15 )   (394 )           (409 )
   Repurchase of common stock                    
      - 56,515 shares of common stock   (1 )   (1,365 )           (1,366 )
   Dividends paid - $0.28 per share               (4,026 )   (4,026 )





  
Balance, June 30, 2004 $ 146   $ 63,044   $ (3,444 ) $ 167,864   $ 227,610  






See Condensed Notes to Consolidated Financial Statements.                     7     



SIMMONS FIRST NATIONAL CORPORATION

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1: ACCOUNTING POLICIES

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

              All adjustments made to the unaudited financial statements were of a normal recurring nature. In the opinion of management, all adjustments necessary for a fair presentation of the results of interim periods have been made. Certain prior year amounts are reclassified to conform to current year classification. The results of operations for the period are not necessarily indicative of the results to be expected for the full year.

              Certain information and note disclosures normally included in the Company’s annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. These consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Form 10-K annual report for 2003 filed with the Securities and Exchange Commission.

Earnings Per Share

              Basic earnings per share are computed based on the weighted average number of common shares outstanding during each year. Diluted earnings per share are computed using the weighted average common shares and all potential dilutive common shares outstanding during the period.

              The following is the computation of per share earnings for the three and six months ended June 30, 2004 and 2003.


Three Months Ended
June 30,
Six Months Ended
June 30,
(In thousands, except per share data) 2004        2003         2004        2003

  
Net Income $ 6,288   $ 6,529   $ 11,699   $ 11,861  




  
Average common shares outstanding   14,657     14,128     14,421     14,138  
Average potential dilutive common shares   335     240     335     240  




Average diluted common shares   14,992     14,368     14,756     14,378  




  
Basic earnings per share $ 0.43   $ 0.46   $ 0.81   $ 0.84  




Diluted earnings per share $ 0.42   $ 0.45   $ 0.79   $ 0.82  





8



NOTE 2: ACQUISITIONS

              On June 25, 2004, the Company completed the branch purchase in which Cross County Bank sold its Weiner, Arkansas location to Simmons First Bank of Jonesboro, a subsidiary of the Company. The acquisition included approximately $5.9 million in total deposits and the fixed assets used in the branch operation. No loans were involved in the transaction.

              On March 19, 2004, the Company merged with Alliance Bancorporation, Inc. (ABI). ABI owned Alliance Bank of Hot Springs, Hot Springs, Arkansas with consolidated assets (including goodwill and core deposits), loans and deposits of approximately $155 million, $70 million and $110 million, respectively. During the second quarter of 2004, Alliance Bank changed its name to Simmons First Bank of Hot Springs and continues to operate as a separate community bank with virtually the same board of directors, management and staff.

              On November 21, 2003, the Company completed the purchase of nine financial centers from Union Planters Bank, N.A. Six locations are in North Central Arkansas and include Clinton, Marshall, Mountain View, Fairfield Bay, Leslie and Bee Branch. Three locations are in Northeast Arkansas communities and include Hardy, Cherokee Village and Mammoth Spring. The nine locations had combined deposits of $130 million with acquired assets of $119 million including selected loans, premises, cash, goodwill, core deposits and other assets.

NOTE 3: INVESTMENT SECURITIES

              The amortized cost and fair value of investment securities that are classified as held-to-maturity and available-for-sale are as follows:


June 30,
2004
December 31,
2003


(In thousands) Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
(Losses)
Estimated
Fair
Value
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
(Losses)
Estimated
Fair
Value

  
Held-to-Maturity                                
U.S. Treasury $ 8,039       $ 69       $ (24 )     $ 8,084       $ 12,583       $ 205       $       $ 12,788  
U.S. Government                                
  agencies   22,494     48     (304 )   22,238     30,017     194     (30 )   30,181  
Mortgage-backed                                
  securities   516     11         527     553     12         565  
State and political                                
  subdivisions   126,456     1,465     (1,598 )   126,323     113,306     2,700     (154 )   115,852  
Other securities   21,811             21,811     20,108             20,108  








  $ 179,316   $ 1,593   $ (1,926 ) $ 178,983   $ 176,567   $ 3,111   $ (184 ) $ 179,494  








Available-for-Sale                                
U.S. Treasury $ 19,048   $ 1   $ (116 ) $ 18,933   $ 16,252   $ 79   $   $ 16,331  
U.S. Government                                
  agencies   336,413     365     (6,487 )   330,291     282,190     1,019     (2,537 )   280,672  
Mortgage-backed                                
  securities   5,299     2     (274 )   5,027     1,394     2     (14 )   1,382  
State and political                                
  subdivisions   4,253     176         4,429     4,575     274         4,849  
Other securities   16,590     828         17,418     11,425     724         12,149  








  $ 381,603   $ 1,372   $ (6,877 ) $ 376,098   $ 315,836   $ 2,098   $ (2,551 ) $ 315,383  









9



              The carrying value, which approximates the fair value, of securities pledged as collateral, to secure public deposits and for other purposes, amounted to $372,321,000 at June 30, 2004 and $355,456,000 at December 31, 2003.

              The book value of securities sold under agreements to repurchase amounted to $56,116,000 and $67,659,000 for June 30, 2004 and December 31, 2003, respectively.

              Income earned on securities for the six months ended June 30, 2004 and 2003, is as follows:


(In thousands) 2004
                   2003

              
Taxable        
  Held-to-maturity $ 761   $ 1,790  
  Available-for-sale   5,206     3,691  
              
Non-taxable        
  Held-to-maturity   2,365     2,378  
  Available-for-sale   125     130  


              
           Total $ 8,457   $ 7,989  



              Maturities of investment securities at June 30, 2004 are as follows:


Held-to-Maturity Available-for-Sale


(In thousands) Amortized
Cost
       Fair
Value
        Amortized
Cost
       Fair
Value

  
One year or less $ 23,189   $ 23,389   $ 31,544   $ 31,589  
After one through five years   75,648     75,621     227,955     224,475  
After five through ten years   52,806     52,486     102,466     99,765  
After ten years   5,862     5,676     3,048     2,851  
Other securities   21,811     21,811     16,590     17,418  




           Total $ 179,316   $ 178,983   $ 381,603   $ 376,098  





              There were no gross realized gains or losses as of June 30, 2004 and 2003.

              Most of the state and political subdivision debt obligations are non-rated bonds and represent small, Arkansas issues, which are evaluated on an ongoing basis.

10



NOTE 4: LOANS AND ALLOWANCE FOR LOAN LOSSES

              The various categories are summarized as follows:


(In thousands) June 30,
2004
          December 31,
2003

  
Consumer        
   Credit cards $ 150,265   $ 165,919  
   Student loans   72,410     86,301  
   Other consumer   135,448     142,995  
Real Estate        
   Construction   138,747     111,567  
   Single family residential   297,377     261,936  
   Other commercial   468,023     408,452  
Commercial        
   Commercial   185,126     162,122  
   Agricultural   77,023     57,393  
   Financial institutions   3,322     6,370  
Other   15,422     15,259  


Total loans before allowance for loan losses $ 1,543,163   $ 1,418,314  



              During the first six months of 2004, foreclosed assets held for sale decreased $1,338,000 to $1,641,000 and are carried at the lower of cost or fair market value. Other non-performing assets, non-accrual loans and other non-performing loans for the Company at June 30, 2004, were $53,000, $11,397,000 and $1,415,000, respectively, bringing the total of non-performing assets to $14,506,000.

11



              Transactions in the allowance for loan losses are as follows:


(In thousands) June 30,
2004
              December 31,
2003

  
Balance, beginning of year $ 25,347   $ 21,948  
Additions        
   Provision charged to expense   4,163     4,393  
   ABI allowance for loan losses   1,108      


    30,618     26,341  
  
Deductions        
   Losses charged to allowance, net of recoveries        
      of $1,162 and $939 for the first six months of        
      2004 and 2003, respectively   3,350     4,112  


  
Balance, June 30 $ 27,268     22,229  

 
  
Additions        
   Provision charged to expense       4,393  
   Allowance for loan losses of acquired branches       2,964  

          29,586  
  
Deductions        
   Losses charged to allowance, net of recoveries        
      of $1,580 for the last six months of 2003       4,239  

  
Balance, end of year     $ 25,347  


              At June 30, 2004 and December 31, 2003, impaired loans totaled $20,009,000 and $19,033,000, respectively. All impaired loans had designated reserves for possible loan losses. Reserves relative to impaired loans at June 30, 2004, were $5,583,000 and $4,395,000 at December 31, 2003.

              Approximately, $268,000 and $252,000 of interest income was recognized on average impaired loans of $20,596,000 and $17,060,000 as of June 30, 2004 and 2003, respectively. Interest recognized on impaired loans on a cash basis during the first six months of 2004 and 2003 was immaterial.

12



NOTE 5: GOODWILL AND OTHER INTANGIBLES

General Information

              The carrying basis and accumulated amortization of core deposits (net of core deposits that were fully amortized) at June 30, 2004 and December 31, 2003, were as follows:


(In thousands) June 30,
2004
              December 31,
2003

  
Gross carrying amount $ 7,215   $ 5,854  
Accumulated amortization   (972 )   (596 )


  
Net $ 6,243   $ 5,258  



              Core deposit amortization expense recorded for the six months ended June 30, 2004 and 2003, was $376,000 and $51,000, respectively. The Company’s estimated amortization expense for each of the following five years is: 2004 - $786,000; 2005 - $818,000; 2006 - - $816,000; 2007 - $804,000 and 2008 - $793,000.

              Goodwill is tested annually for impairment. If the implied fair value of goodwill is lower than its carrying amount, goodwill impairment is indicated and goodwill is written down to its implied fair value. Subsequent increases in goodwill value are not recognized in the financial statements.

Acquisition Information

              As a result of the purchase of one financial center on June 25, 2004, the Company recorded additional goodwill and core deposits of $340,000 and $116,000, respectively in 2004. The Company may have further adjustments to goodwill, none of which are expected to be material. However, the Company does not anticipate any further adjustments to the core deposit intangible for this transaction.

              As a result of the ABI merger on March 19, 2004, the Company recorded additional goodwill and core deposits of $14,673,000 and $1,245,000, respectively in 2004. The Company may have further adjustments to goodwill, none of which are expected to be material. However, the Company does not anticipate any further adjustments to the core deposit intangible for this transaction.

              As a result of the purchase of nine financial centers on November 21, 2003, the Company recorded additional goodwill of $260,000 during 2004. To date, the Company has recorded total goodwill and core deposits of $12,544,000 and $4,817,000, respectively for this transaction.

NOTE 6: TIME DEPOSITS

              Time deposits include approximately $340,368,000 and $336,411,000 of certificates of deposit of $100,000 or more at June 30, 2004 and December 31, 2003, respectively.

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NOTE 7: INCOME TAXES

              The provision for income taxes is comprised of the following components:


(In thousands) June 30,
2004
               June 30,
2003

  
Income taxes currently payable $ 6,072   $ 5,438  
Deferred income taxes   (491 )   35  


Provision for income taxes $ 5,581   $ 5,473  



              The tax effects of temporary differences related to deferred taxes shown on the balance sheets are shown below:

(In thousands) June 30,
2004
            December 31,
2003

  
Deferred tax assets        
    Allowance for loan losses $ 9,444   $ 8,661  
    Valuation of foreclosed assets   122     126  
    Deferred compensation payable   938     576  
    FHLB advances   216      
    Vacation compensation   694     614  
    Loan interest   232     232  
    Available-for-sale securities   2,064     170  
    Other   157     303  


       Total deferred tax assets   13,867     10,682  


  
Deferred tax liabilities        
    Accumulated depreciation   (842 )   (1,006 )
    Deferred loan fee income and expenses, net   (128 )   (96 )
    FHLB stock dividends   (626 )   (585 )
    Goodwill and core deposit amortization   (1,672 )   (1,217 )


       Total deferred tax liabilities   (3,268 )   (2,904 )


Net deferred tax assets included in other        
      assets on balance sheets $ 10,599   $ 7,778  



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              A reconciliation of income tax expense at the statutory rate to the Company’s actual income tax expense is shown below:


(In thousands) June 30,
2004
             June 30,
2003

  
Computed at the statutory rate (35%) $ 6,048   $ 6,067  
  
Increase (decrease) resulting from:        
    Tax exempt income   (986 )   (1,004 )
    Other differences, net   519     410  


  
Actual tax provision $ 5,581   $ 5,473  



NOTE 8: LONG-TERM DEBT

              Long-term debt at June 30, 2004 and December 31, 2003, consisted of the following components:


(In thousands) June 30,
2004
             December 31,
2003

  
Note Payable, due 2007, at a floating rate of        
   0.90% above the 30 day LIBOR rate, reset        
   monthly, unsecured. $ 8,000   $ 8,000  
FHLB advances, due 2004 to 2023, 1.02% to 8.41%        
   secured by residential real estate loans.   56,077     45,666  
Subordinated debt issued to capital trust, due 2027,        
   fixed at 9.12%, currently callable without penalty.   17,784     17,250  
Subordinated debt issued to capital trust, due 2033,        
   fixed at 8.25%, callable in 2008 without penalty.   10,310     10,000  
Subordinated debt issued to capital trust, due 2033,        
   floating rate of 2.80% above the three-month LIBOR        
   rate, reset quarterly, callable in 2008 without penalty.   10,310     10,000  
Subordinated debt issued to capital trust, due 2033,        
   fixed rate of 6.97% until December 2010        
   and at a floating rate of 2.80% above the three-month        
   LIBOR rate, reset quarterly, thereafter, callable        
   in 2010 without penalty.   10,310     10,000  


  
  $ 112,791   $ 100,916  



15



              The subordinated debt issued to capital trusts are tax-advantaged trust preferred security issues that qualify for Tier 1 capital treatment. Distributions on these securities are included in interest expense on long-term debt. Each of the trusts is a statutory business trust organized for the sole purpose of issuing trust securities and investing the proceeds thereof in junior subordinated debentures of the Company, the sole asset of each trust. The preferred trust securities of each trust represent preferred beneficial interests in the assets of the respective trusts and are subject to mandatory redemption upon payment of the junior subordinated debentures held by the trust. The common securities of each trust are wholly-owned by the Company. Each trust’s ability to pay amounts due on the trust preferred securities is solely dependent upon the Company making payment on the related junior subordinated debentures. The Company’s obligations under the junior subordinated securities and other relevant trust agreements, in aggregate, constitute a full and unconditional guarantee by the Company of each respective trust’s obligations under the trust securities issued by each respective trust.

              Aggregate annual maturities of long-term debt at June 30, 2004, are:


(In thousands) Year
             Annual
Maturities

  
  2004   $ 6,586  
  2005     11,008  
  2006     12,254  
  2007     10,501  
  2008     6,407  
  Thereafter     66,035  

  
  Total   $ 112,791  


NOTE 9: CONTINGENT LIABILITIES

              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. On October 1, 2003, an action in Pulaski County Circuit Court was filed by Thomas F. Carter, Tena P. Carter and certain related entities against Simmons First Bank of South Arkansas and Simmons First National Bank alleging wrongful conduct by the banks in the collection of certain loans. The plaintiffs are seeking $2,000,000 in compensatory damages and $10,000,000 in punitive damages. Management is still conducting an internal review of the facts and circumstances surrounding this matter and filed a Motion to Dismiss, which was continued to an indefinite date. At this time, no basis for any material liability has been identified. The Banks plan to vigorously defend the claims asserted in the suit.

NOTE 10: CAPITAL STOCK

              At the Company’s annual shareholder meeting held on March 30, 2004, the shareholders approved an amendment to the Articles of Incorporation reducing the par value of the Class A Common Stock from $1.00 to $0.01 and eliminating the authority of the Company to issue Class B common stock, Class A Preferred Stock and Class B Preferred Stock.

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NOTE 11: UNDIVIDED PROFITS

              The Company’s subsidiary banks are subject to a legal limitation on dividends that can be paid to the parent company without prior approval of the applicable regulatory agencies. The approval of the Comptroller of the Currency is required, if the total of all dividends declared by a national bank in any calendar year exceeds the total of its net profits, as defined, for that year combined with its retained net profits of the preceding two years. Arkansas bank regulators have specified that the maximum dividend limit state banks may pay to the parent company without prior approval is 75% of current year earnings plus 75% of the retained net earnings of the preceding year. At June 30, 2004, the Company’s bank subsidiaries had approximately $15 million available for payment of dividends to the Company, without prior approval of the regulatory agencies.

              The Federal Reserve Board’s risk-based capital guidelines include the definitions for (1) a well-capitalized institution, (2) an adequately-capitalized institution, and (3) an undercapitalized institution. The criteria for a well-capitalized institution are: a 5% “Tier l leverage capital” ratio, a 6% “Tier 1 risk-based capital” ratio, and a 10% “total risk-based capital” ratio. As of June 30, 2004, each of the eight subsidiary banks met the capital standards for a well-capitalized institution. The Company’s “total risk-based capital” ratio was 14.53% at June 30, 2004.

NOTE 12: STOCK OPTIONS AND RESTRICTED STOCK

              At June 30, 2004, the Company had stock options outstanding of 642,400 shares and stock options exercisable of 547,080 shares. During the first six months of 2004, there were 36,497 shares issued upon exercise of stock options, options for 21,503 shares were forfeited or expired and 2,000 additional stock options of the Company were granted. Also, 2,000 additional shares of common stock of the Company were granted and issued as bonus shares of restricted stock, during the first six months of 2004.

NOTE 13: ADDITIONAL CASH FLOW INFORMATION


  Six Months Ended
June 30,
 
(In thousands) 2004
             2003

  
Interest paid $ 14,579   $ 16,552  
Income taxes paid $ 7,073   $ 5,328  

NOTE 14: CERTAIN TRANSACTIONS

              From time to time the Company and its subsidiaries have made loans and other extensions of credit to directors, officers, their associates and members of their immediate families. From time to time directors, officers and their associates and members of their immediate families have placed deposits with the Company’s subsidiary banks. Such loans, other extensions of credit and deposits were made in the ordinary course of business, on substantially the same terms (including interest rates and collateral) as those prevailing at the time for comparable transactions with other persons and did not involve more than normal risk of collectibility or present other unfavorable features.

17



NOTE 15: COMMITMENTS AND CREDIT RISK

              The Company grants agribusiness, commercial, consumer, and residential loans to their customers. Included in the Company’s diversified loan portfolio is unsecured debt in the form of credit card receivables that comprised approximately 9.7% and 11.7% of the portfolio, as of June 30, 2004 and December 31, 2003, respectively.

              Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since a portion of the commitments may expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Each customer’s creditworthiness is evaluated on a case-by-case basis. The amount of collateral obtained, if deemed necessary, is based on management’s credit evaluation of the counterparty. Collateral held varies, but may include accounts receivable, inventory, property, plant and equipment, commercial real estate and residential real estate.

              At June 30, 2004, the Company had outstanding commitments to extend credit aggregating approximately $196,059,000 and $292,534,000 for credit card commitments and other loan commitments, respectively. At December 31, 2003, the Company had outstanding commitments to extend credit aggregating approximately $200,401,000 and $320,658,000 for credit card commitments and other loan commitments, respectively.

              Letters of credit are conditional commitments issued by the Company, to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support public and private borrowing arrangements, including commercial paper, bond financing, and similar transactions. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers. The Company had total outstanding letters of credit amounting to $17,457,000 and $14,180,000 at June 30, 2004 and December 31, 2003, respectively, with terms ranging from 90 days to three years. At June 30, 2004 and December 31, 2003 the Company’s deferred revenue under standby letter of credit agreements is approximately $124,000 and $160,000, respectively.

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REVIEW BY INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors
Simmons First National Corporation
Pine Bluff, Arkansas

              We have reviewed the accompanying consolidated balance sheet of SIMMONS FIRST NATIONAL CORPORATION as of June 30, 2004, and the related consolidated statements of income for the three-month and six-month periods ended June 30, 2004 and 2003 and cash flows and stockholders’ equity for the six-month periods ended June 30, 2004 and 2003. These interim financial statements are the responsibility of the Company’s management.

              We conducted our reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

              Based on our reviews, we are not aware of any material modifications that should be made to the condensed consolidated financial statements referred to above for them to be in conformity with accounting principles generally accepted in the United States of America.

              We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet as of December 31, 2003, and the related consolidated statements of income, stockholders’ equity and cash flows for the year then ended (not presented herein), and in our report dated January 29, 2004, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2003, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.



   /s/ BKD, LLP
BKD, LLP

Pine Bluff, Arkansas
July 27, 2004

19



  Item 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

              Simmons First National Corporation recorded earnings of $6,288,000, or $0.42 diluted earnings per share for the second quarter of 2004, compared to earnings of $6,529,000, or $0.45 diluted earnings per share for same period in 2003. Return on average assets and return on average stockholders’ equity for the three-month period ended June 30, 2004, was 1.06% and 11.00%, compared to 1.32% and 12.83%, respectively, for the same period in 2003.

              During the second quarter of 2003, the Company recorded a nonrecurring gain on sale of mortgage servicing of $771,000 pretax or $469,000 after-tax. This gain increased diluted earnings per share by $0.03 during the second quarter of 2003. Excluding this nonrecurring gain in the second quarter of 2003, the Company would have reported earnings of $6,060,000 (reported earnings of $6,529,000 less $469,000 after-tax gain) or a $228,000 increase in earnings while maintaining the same $0.42 diluted earnings per share for the second quarter of 2004. Refer to the Sale of Mortgage Servicing discussion for additional information regarding the Company’s nonrecurring gain.

              Earnings for the six-month period ended June 30, 2004, were $11,699,000, or $0.79 per diluted share. These earnings reflect a decrease of $162,000, or $0.03 per share, when compared to the six-month period ended June 30, 2003, earnings of $11,861,000, or $0.82 per diluted share. Annualized return on average assets and annualized return on average stockholders’ equity for the six-month period ended June 30, 2004, was 1.01% and 10.56%, compared to 1.21% and 11.81%, respectively, for the same period in 2003.

              An analysis of quarterly and year to date earnings reflect that 2003 included an unusually high demand in both mortgage production and investment banking operation, which was a result of the extremely low interest rate environment in 2003. Even though interest rates remain low in 2004, the demand for these products has moderated. Offsetting the reduced demand in the mortgage production and investment banking operations were the improved 2004 levels of service charges on deposits and the increase in income from student loan premiums. As a result, 2004 earnings per share when compared to 2003 were flat, excluding the previously mentioned nonrecurring gain on the sale of mortgage servicing in the second quarter of 2003.

              Total assets for the Company at June 30, 2004, were $2.371 billion, an increase of $134.7 million from the same figure at December 31, 2003. This increase primarily reflects the growth related to the merger with Alliance Bancorporation Inc. (ABI) during the first quarter of 2004. Stockholders’ equity at the end of the first quarter of 2004, which includes the merger of ABI, was $227.6 million, a $17.6 million, or 8.4%, increase from December 31, 2003.

              The allowance for loan losses as a percent of total loans equaled 1.77% and 1.79% as of June 30, 2004 and December 31, 2003, respectively. As of June 30, 2004, non-performing loans equaled 0.83% of total loans compared to 0.82% as of year-end 2003. As of June 30, 2004, the allowance for loan losses equaled 213% of non-performing loans compared to 219% at year-end 2003.

20



              Simmons First National Corporation is an Arkansas based, Arkansas committed, financial holding company with eight community banks in Pine Bluff, Lake Village, Jonesboro, Rogers, Searcy, Russellville, El Dorado and Hot Springs, Arkansas. The Company’s eight banks conduct financial operations from 80 offices, of which 78 are financial centers, located in 45 communities.

CRITICAL ACCOUNTING POLICIES

Overview

              Management has reviewed its various accounting policies. Based on this review management believes the policies most critical to the Company are the policies associated with its lending practices including the accounting for the allowance for loan losses, treatment of goodwill, recognition of fee income, estimates of income taxes and employee benefit plans as it relates to stock options.

Loans

              Loans that the Company has the intent and ability to hold for the foreseeable future or until maturity or pay-off are reported at their outstanding principal balance adjusted for any loans charged off and any deferred fees or costs on originated loans and unamortized premiums or discounts on purchased loans. Interest income is reported on the interest method and includes amortization of net deferred loan fees and costs over the estimated life of the loan. Generally, loans are placed on non-accrual status at ninety days past due and interest is considered a loss, unless the loan is well secured and in the process of collection.

              Discounts and premiums on purchased residential real estate loans are amortized to income using the interest method over the remaining period to contractual maturity, adjusted for anticipated prepayments. Discounts and premiums on purchased consumer loans are recognized over the expected lives of the loans using methods that approximate the interest method.

Allowance for Loan Losses

              The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to income. Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance.

              The allowance is maintained at a level considered adequate to provide for potential loan losses related to specifically identified loans as well as probable credit losses inherent in the remainder of the loan portfolio that have been incurred as of period end. This estimate is based on management’s evaluation of the loan portfolio, as well as on prevailing and anticipated economic conditions and historical losses by loan category. General reserves have been established, based upon the aforementioned factors and allocated to the individual loan categories. Allowances are accrued 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. The unallocated reserve generally serves to compensate for the uncertainty in estimating loan losses, including the possibility of changes in risk ratings and specific reserve allocations in the loan portfolio as a result of the Company’s ongoing risk management system.

21



              A loan is considered impaired when it is probable that the Company will not receive all amounts due according to the contractual terms of the loan. This includes loans that are delinquent 90 days or more, nonaccrual loans and certain other loans identified by management. Certain other loans identified by management consist of performing loans with specific allocations of the allowance for loan losses. Specific allocations are applied when quantifiable factors are present requiring a greater allocation than that established using the classified asset approach, as defined by the Office of the Comptroller of the Currency. Accrual of interest is discontinued and interest accrued and unpaid is removed at the time such amounts are delinquent 90 days, unless management is aware of circumstances which warrant continuing the interest accrual. Interest is recognized for nonaccrual loans only upon receipt and only after all principal amounts are current according to the terms of the contract.

Goodwill

              Goodwill represents the excess of cost over the fair value of net assets of acquired subsidiaries and branches. Financial Accounting Standards Board Statement No. 142 and No. 147 eliminated the amortization for these assets. Although, goodwill is not being amortized, it is being tested annually for impairment.

Fee Income

              Periodic credit card fees, net of direct origination costs, are recognized as revenue on a straight-line basis over the period the fee entitles the cardholder to use the card. Origination fees and costs for other loans are being amortized over the estimated life of the loan.

Income Taxes

              Deferred tax assets and liabilities are recognized for the tax effects of differences between the financial statement and tax bases of assets and liabilities. A valuation allowance is established to reduce deferred tax assets if it is more likely than not that a deferred tax asset will not be realized.

Employee Benefit Plans

              The Company has a stock-based employee compensation plan. Presently, the Company accounts for this plan under recognition and measurement principles of APB Opinion No. 25, Accounting for Stock Issued to Employees, and related Interpretations. No stock-based employee compensation cost is reflected in net income, as all options granted under those plans had an exercise price equal to the market value of the underlying common stock on the grant date.

22



SALE OF MORTGAGE SERVICING

              During the second quarter 2003, the Company recorded a nonrecurring $0.03 addition to earnings per share. On June 30, 1998, the Company sold its $1.2 billion residential mortgage-servicing portfolio. As a result of this sale, the Company established a reserve for potential liabilities due to certain representations and warranties made on the sale date. The time period for making claims under the terms of the mortgage servicing sale’s representations and warranties expired on June 30, 2003. Thus, the Company reversed this remaining reserve in the second quarter of 2003, which is reflected in the $771,000 pre-tax gain on sale of mortgage servicing. Excluding this nonrecurring gain, the Company would have reported $0.42 and $0.79 diluted earnings per share for the three and six months ended June 30, 2003.

ACQUISITIONS

              On June 25, 2004, the Company completed the branch purchase in which Cross County Bank sold its Weiner, Arkansas location to Simmons First Bank of Jonesboro, a subsidiary of the Company. The acquisition included approximately $5.9 million in total deposits and the fixed assets used in the branch operation. No loans were involved in the transaction.

              On March 19, 2004, the Company merged with Alliance Bancorporation, Inc. (ABI). ABI owned Alliance Bank of Hot Springs, Hot Springs, Arkansas with consolidated assets (including goodwill and core deposits), loans and deposits of approximately $155 million, $70 million and $110 million, respectively. During the second quarter of 2004, Alliance Bank changed its name to Simmons First Bank of Hot Springs and continues to operate as a separate community bank with virtually the same board of directors, management and staff.

              On November 21, 2003, the Company completed the purchase of nine financial centers from Union Planters Bank, N.A. Six locations are in North Central Arkansas and include Clinton, Marshall, Mountain View, Fairfield Bay, Leslie and Bee Branch. Three locations are in Northeast Arkansas communities and include Hardy, Cherokee Village and Mammoth Spring. The nine locations had combined deposits of $130 million with acquired assets of $119 million including selected loans, premises, cash, goodwill, core deposits and other assets.

              The systems integration for the 2003 acquisition was completed on acquisition date. While the systems integration for the 2004 mergers and acquisitions were completed during the second quarter of 2004.

NET INTEREST INCOME

Overview

              Net interest income, the Company’s 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 tax-exempt income to a fully taxable equivalent basis consists of dividing tax-exempt income by one minus the combined federal and state income tax rate (37.50% for June 30, 2004 and 2003).

23



Net Interest Income Quarter-to-Date Analysis

              For the three-month period ended June 30, 2004, net interest income on a fully taxable equivalent basis was $21.9 million, an increase of $1.9 million, or 9.6%, from the same period in 2003. The increase in net interest income was the result of a $1.3 million increase in interest income and a $592,000 decrease in interest expense.

              The $1.9 million increase in interest income primarily is the result of a $351 million increase in average interest earning assets associated with the acquisitions and internal growth, which was offset by the 74 basis point decrease in the yield earned on earning assets associated with the lower interest rate environment. The higher level of average interest earning assets resulted in a $5.2 million improvement in interest income. More specifically, the higher level of average interest earning assets was the result of increases of approximately $222 million and $128 million from acquisitions and internal growth, respectively. The lower interest rates accounted for a $3.9 million reduction in interest income. The most significant component of this reduction was the $3.0 million decrease associated with the repricing of the Company’s loan portfolio that resulted from loans that matured during the period or were tied to a rate that fluctuated with changes in market rates. Historically, approximately 70% to 75% of the Company’s loan portfolio reprices in one year or less. As a result, the average rate paid on the loan portfolio decreased 88 basis points from 7.16% to 6.28%.

              The $592,000 decrease in interest expense is the result of a $316 million increase in average interest bearing liabilities associated with the acquisitions, debt issued to capital trusts and internal growth, which was offset by the 49 basis point decrease in cost of funds, due to repricing opportunities during the lower interest rate environment. The higher level of average interest bearing liabilities resulted in a $1.5 million increase in interest expense. More specifically, the higher level of average interest bearing liabilities was the result of increases of approximately $228 million, $30 million and $58 million from acquisitions, debt issued to capital trusts and internal growth, respectively. The lower interest rates accounted for a $2.1 million reduction of interest expense. The most significant component of this reduction was the $1.2 million decrease associated with management’s ability to reprice the Company’s time deposits that resulted from time deposits that matured during the period or were tied to a rate that fluctuated with changes in market rates. Historically, approximately 80% to 85% of the Company’s time deposits reprice in one year or less. As a result, the average rate paid on time deposits decreased 57 basis points from 2.57% to 2.00%.

24



Net Interest Income Year-to-Date Analysis

              For the six-month period ended June 30, 2004, net interest income on a fully taxable equivalent basis was $42.8 million, an increase of $3.1 million, or 7.9%, from the same period in 2003. The increase in net interest income was the result of a $1.7 million increase in interest income and a $1.4 million decrease in interest expense.

              The $1.7 million increase in interest income primarily is the result of a $309 million increase in average interest earning assets associated with the acquisitions and internal growth, which was offset by the 75 basis point decrease in the yield earned on earning assets associated with the lower interest rate environment. The higher level of average interest earning assets resulted in a $8.8 million improvement in interest income. More specifically, the higher level of average interest earning assets was the result of increases of approximately $169 million and $140 million from acquisitions and internal growth, respectively. The lower interest rates accounted for a $7.1 million reduction in interest income. The most significant component of this reduction was the $5.6 million decrease associated with the repricing of the Company’s loan portfolio that resulted from loans that matured during the period or were tied to a rate that fluctuated with changes in market rates. Historically, approximately 70% to 75% of the Company’s loan portfolio reprices in one year or less. As a result, the average rate paid on the loan portfolio decreased 85 basis points from 7.19% to 6.34%.

              The $1.4 million decrease in interest expense is the result a $274 million increase in average interest bearing liabilities associated with the acquisitions, debt issued to capital trusts and internal growth, which was offset by the 49 basis point decrease in cost of funds, due to repricing opportunities during the lower interest rate environment. The higher level of average interest bearing liabilities resulted a $2.7 million increase in interest expense. More specifically, the higher level of average interest bearing liabilities was the result of increases of approximately $178 million, $30 million and $66 million from acquisitions, debt issued to capital trusts and internal growth, respectively. The lower interest rates accounted for a $4.1 million reduction of interest expense. The most significant component of this reduction was the $2.7 million decrease associated with management’s ability to reprice the Company’s time deposits that resulted from time deposits that matured during the period or were tied to a rate that fluctuated with changes in market rates. Historically, approximately 80% to 85% of the Company’s time deposits reprice in one year or less. As a result, the average rate paid on time deposits decreased 65 basis points from 2.67% to 2.02%.

Net Interest Margin

              The Company’s net interest margin decreased 35 basis points to 4.05% for the three-month period ended June 30, 2004, when compared to 4.40% for the same period in 2003. The Company’s net interest margin also decreased 35 basis points to 4.04% for the six-month period ended June 30, 2004, when compared to 4.39% for the same period in 2003. These decreases in net interest margin can primarily be attributed to three factors. The first is securities that have been called and loans that have been prepaid during 2003 and the resulting repricing when interest rates were at historical lows. Second, while there was overall growth in the Company’s loan portfolio, two of the higher yielding loan products, credit cards and consumer lending, decreased approximately $19 million from June 30, 2003 to June 30, 2004. Third, the recently completed acquisitions negatively impacted net interest margin approximately 10 basis points on an annualized basis, primarily due to the additional debt incurred for these transactions.

25



Net Interest Income Tables

              Table 1 and 2 reflect an analysis of net interest income on a fully taxable equivalent basis for the three-month and six-month periods ended June 30, 2004 and 2003, respectively, as well as changes in fully taxable equivalent net interest margin for the three-month and six-month periods ended June 30, 2004 versus June 30, 2003.

Table 1: Analysis of Net Interest Income
(FTE =Fully Taxable Equivalent)


Three Months Ended
June 30,
Six Months Ended
June 30,
(In thousands) 2004          2003           2004          2003

  
Interest income $ 28,506   $ 27,206   $ 55,780   $ 54,080  
FTE adjustment   800     777     1,578     1,570  




  
Interest income — FTE   29,306     27,983     57,358     55,650  
Interest expense   7,356     7,948     14,515     15,942  




  
Net interest income — FTE $ 21,950   $ 20,035   $ 42,843   $ 39,708  




  
Yield on earning assets — FTE   5.41 %   6.15 %   5.41 %   6.16 %
Cost of interest bearing liabilities   1.61 %   2.10 %   1.62 %   2.11 %
Net interest spread — FTE   3.80 %   4.05 %   3.79 %   4.05 %
Net interest margin — FTE   4.05 %   4.40 %   4.04 %   4.39 %

Table 2: Changes in Fully Taxable Equivalent Net Interest Margin


(In thousands) Three Months Ended
June 30,
2004 vs. 2003
             Six Months Ended
June 30,
2004 vs. 2003

  
Increase due to change in earning assets $ 5,213   $ 8,811  
Decrease due to change in earning asset yields   (3,890 )   (7,103 )
Decrease due to change in interest        
       bearing liabilities   (1,503 )   (2,728 )
Increase due to change in interest rates        
       paid on interest bearing liabilities   2,095     4,155  


Increase in net interest income $ 1,915   $ 3,135  



26



              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 the three-month and six-month periods ended June 30, 2004 and 2003. 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. Non-accrual 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


Three Months Ended June 30,
 
 
2004 2003
 
 
 
(In thousands) Average
Balance
      Income/
Expense
      Yield/
Rate(%)
      Average
Balance
      Income/
Expense
      Yield/
Rate(%)

 
  
ASSETS                        
Earning Assets                        
Interest bearing balances                        
   due from banks $ 33,677   $ 76     0.91   $ 57,314   $ 156     1.09  
Federal funds sold   46,206     110     0.96     54,825     160     1.17  
Investment securities - taxable   425,292     3,076     2.91     302,443     2,765     3.67  
Investment securities - non-taxable   129,427     1,975     6.14     114,637     1,904     6.66  
Mortgage loans held for sale   12,512     174     5.59     27,908     352     5.06  
Assets held in trading accounts   734     1     0.55     1,091     7     2.57  
Loans   1,529,321     23,894     6.28     1,268,044     22,639     7.16  




   Total interest earning assets   2,177,169     29,306     5.41     1,826,262     27,983     6.15  


Non-earning assets   202,656             150,771          


   Total assets $ 2,379,825           $ 1,977,033          


  
LIABILITIES AND
STOCKHOLDERS’ EQUITY
                       
Liabilities                        
Interest bearing liabilities                        
Interest bearing transaction                        
   and savings accounts $ 732,485   $ 1,177     0.65   $ 574,742   $ 1,263     0.88  
Time deposits   901,690     4,475     2.00     800,192     5,121     2.57  




      Total interest bearing deposits   1,634,175     5,652     1.39     1,374,934     6,384     1.86  
Federal funds purchased and                        
   securities sold under agreement                        
   to repurchase   78,372     202     1.04     68,102     194     1.14  
Other borrowed funds                        
   Short-term debt   8,529     24     1.13     963     7     2.92  
   Long-term debt   113,913     1,478     5.22     76,162     1,363     7.18  




      Total interest bearing liabilities   1,834,989     7,356     1.61     1,520,161     7,948     2.10  


Non-interest bearing liabilities                        
   Non-interest bearing deposits   297,109             238,537          
   Other liabilities   17,788             14,173          


       Total liabilities   2,149,886             1,772,871          
Stockholders’ equity   229,939             204,162          


   Total liabilities and                        
      stockholders’ equity $ 2,379,825           $ 1,977,033          


Net interest spread           3.80             4.05  
Net interest margin     $ 21,950     4.05       $ 20,035     4.40  



27



Six Months Ended June 30,
 
 
2004 2003
 
 
 
(In thousands) Average
Balance
      Income/
Expense
      Yield/
Rate(%)
      Average
Balance
      Income/
Expense
      Yield/
Rate(%)

 
  
ASSETS                        
Earning Assets                        
Interest bearing balances                        
   due from banks $ 47,132   $ 194     0.83   $ 54,250   $ 291     1.08  
Federal funds sold   64,726     305     0.95     69,269     374     1.09  
Investment securities - taxable   401,918     5,967     2.99     294,518     5,481     3.75  
Investment securities - non-taxable   124,016     3,884     6.30     117,246     3,867     6.65  
Mortgage loans held for sale   10,229     286     5.62     24,789     652     5.30  
Assets held in trading accounts   678     4     1.19     928     9     1.96  
Loans   1,482,118     46,718     6.34     1,261,418     44,976     7.19  




   Total interest earning assets   2,130,817     57,358     5.41     1,822,418     55,650     6.16  


Non-earning assets   194,093             151,925          


   Total assets $ 2,324,910           $ 1,974,343          


  
LIABILITIES AND
STOCKHOLDERS’ EQUITY
                       
Liabilities                                    
Interest bearing liabilities                        
Interest bearing transaction                        
   and savings accounts $ 706,058   $ 2,227     0.63   $ 571,050   $ 2,590     0.91  
Time deposits   884,128     8,891     2.02     804,815     10,638     2.67  




      Total interest bearing deposits   1,590,186     11,118     1.41     1,375,865     13,228     1.94  
Federal funds purchased and                        
   securities sold under agreement                        
   to repurchase   89,324     454     1.02     76,424     417     1.10  
Other borrowed funds                        
   Short-term debt   7,408     40     1.09     994     12     2.43  
   Long-term debt   109,678     2,903     5.32     69,816     2,285     6.60  




      Total interest bearing liabilities   1,796,596     14,515     1.62     1,523,099     15,942     2.11  


Non-interest bearing liabilities                        
   Non-interest bearing deposits   288,725             234,403          
   Other liabilities   16,746             14,292          


       Total liabilities   2,102,067             1,771,794          
Stockholders’ equity   222,843             202,549          


   Total liabilities and                        
      stockholders’ equity $ 2,324,910           $ 1,974,343          


Net interest spread           3.79             4.05  
Net interest margin     $ 42,843     4.04       $ 39,708     4.39  



28



              Table 4 shows changes in interest income and interest expense, resulting from changes in volume and changes in interest rates for the three-month and six-month periods ended June 30, 2004, as compared to the same periods of the prior year. The changes in interest rate and volume have been allocated to changes in average volume and changes in average rates, in proportion to the relationship of absolute dollar amounts of the changes in rates and volume.

Table 4: Volume/Rate Analysis


Three Months Ended June 30,
2004 over 2003
Six Months Ended June 30,
2004 over 2003
 
 
 
(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 $ (56 ) $ (24 ) $ (80 ) $ (35 ) $ (62 ) $ (97 )
   Federal funds sold   (23 )   (27 )   (50 )   (24 )   (45 )   (69 )
   Investment securities - taxable   968     (657 )   311     1,739     (1,253 )   486  
   Investment securities - non-taxable   234     (163 )   71     217     (200 )   17  
   Mortgage loans held for sale   (211 )   33     (178 )   (405 )   39     (366 )
   Assets held in trading accounts   (1 )   (5 )   (6 )   (2 )   (3 )   (5 )
   Loans   4,302     (3,047 )   1,255     7,321     (5,579 )   1,742  






  
   Total   5,213     (3,890 )   1,323     8,811     (7,103 )   1,708  






  
Interest expense                        
   Interest bearing transaction and                        
      savings accounts   300     (386 )   (86 )   531     (894 )   (363 )
   Time deposits   597     (1,243 )   (646 )   975     (2,722 )   (1,747 )
   Federal funds purchased                        
      and securities sold under                        
      agreements to repurchase   27     (19 )   8     66     (29 )   37  
   Other borrowed funds                        
      Short-term debt   23     (6 )   17     38     (10 )   28  
      Long-term debt   556     (441 )   115     1,118     (500 )   618  






  
   Total   1,503     (2,095 )   (592 )   2,728     (4,155 )   (1,427 )






Increase (decrease) in net                        
  interest income $ 3,710   $ (1,795 ) $ 1,915   $ 6,083   $ (2,948 ) $ 3,135  







29



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, which is considered adequate, in relation to the estimated risk inherent in the loan portfolio. The provision for the three-month period ended June 30, 2004, was $2.0 million, compared to the $2.2 million for the three-month period ended June 30, 2003. The provision for the six-month period ended June 30, 2004, was $4.2 million, compared to the $4.4 million for the six-month period ended June 30, 2003. While the 2004 provision amounts are comparable to 2003, the slight decreases reflect the Company’s overall improvement in asset quality ratio’s offset by the growth in the loan portfolio.

NON-INTEREST INCOME

              Total non-interest income was $10.8 million for the three-month period ended June 30, 2004, compared to $10.4 million for the same period in 2003. For the six-months ended June 30, 2004, non-interest income was $20.4 million compared to the $19.7 million reported for the same period ended June 30, 2003. Non-interest income is principally derived from recurring fee income, which includes service charges, trust fees and credit card fees. Non-interest income also includes income on the sale of mortgage loans and investment banking profits. Refer to the Sale of Mortgage Servicing discussion for additional information regarding the Company’s nonrecurring gain.

              Table 5 shows non-interest income for the three-month and six-month periods ended June 30, 2004 and 2003, respectively, as well as changes in 2004 from 2003.

Table 5: Non-Interest Income


(In thousands) Three Months
Ended June 30,
      2004
Change from
2003
        Six Months
Ended June 30,
      2004
Change from
2003


2004       2003 2004       2003

 
              
Trust income $ 1,233   $ 1,166   $ 67     5.75 % $ 2,633   $ 2,742   $ (109 )   (3.98 )%
Service charges on                                
   deposit accounts   3,767     2,639     1,128     42.74     6,994     5,093     1,901     37.33  
Other service charges and fees   518     317     201     63.41     1,063     796     267     33.54  
Income on sale of mortgage loans,                                
   net of commissions   1,045     1,463     (418 )   (28.57 )   1,796     2,627     (831 )   (31.63 )
Income on investment banking,                                
   net of commissions   198     597     (399 )   (66.83 )   413     1,128     (715 )   (63.39 )
Credit card fees   2,517     2,512     5     0.20     4,827     4,831     (4 )   (0.08 )
Student loan premiums   843     324     519     160.19     1,450     630     820     130.16  
Other income   670     627     43     6.86     1,262     1,102     160     14.52  
Gain on sale of mortgage servicing       771     (771 )   (100.00 )       771     (771 )   (100.00 )






  
 Total non-interest income $ 10,791   $ 10,416   $ 375     3.60 % $ 20,438   $ 19,720   $ 718     3.64 %







30



              Recurring fee income for the three-month period ended June 30, 2004, was $8.0 million, an increase of $1.4 million, or 21.1% from the three-month period ended June 30, 2003. Recurring fee income for the six-month period ended June 30, 2004, was $15.5 million, an increase of $2.1 million, or 15.3% from the six-month period ended June 30, 2003. These increases are predominantly the result of the growth in service charges on deposit accounts for 2004. This growth is principally the result of the recently completed acquisitions, growth in our transaction accounts, an improvement in the service charge fee structure and new product offerings associated with the Company’s deposit accounts. The increase from new product offerings is primarily associated with the Company’s overdraft protection program, which accounted for approximately half of the increase on service charges on deposit accounts for 2004.

              The growth in student loans is associated with normal growth and a change in the student loan industry. More specifically, throughout the year, as student loans reach payout status, the Company has historically sold these loans into the secondary market. Because of competitive changes in the industry relative to loan consolidations, in order to protect the Company’s premium, a strategic decision was made to sell some loans prior to the payout period and this resulted in the earlier recognition of the premium income rather than as planned later in the year. Recognizing that the competition for this product is changing, the Company expects to have higher than normal levels of student loan premium income for the year ending December 31, 2004.

              During the three and six month periods ended June 30, 2004, income on the sale of mortgage loans has decreased $418,000 or 28.6% and $831,000 or 31.6% from the same periods, respectively, during 2003. Like most of the banking industry mortgage production revenues increased sharply in 2003 because of the volume of new and refinanced mortgages due to the low interest rate environment. Also, like most of the banking industry, beginning with the fourth quarter of 2003 and continuing in 2004, the Company experienced a significant slowdown in the volume of mortgage production. The Company is expecting to see a lower volume of mortgage production throughout the remainder of 2004 compared to 2003.

              During the three-month period ended June 30, 2004, income on investment banking decreased $399,000 or 66.8% and $715,000 or 63.4% from the same periods, respectively, during 2003. During 2003, the company experienced a significant increase in revenue from the investment banking operations. The increase in 2003 was driven by the low interest rate environment, coupled with significant liquidity from called bonds, which resulted in increased trading activity. During 2004, due to the level of uncertainty in the market, the Company expects to see a continued slowdown in investment banking operation.

              The earnings per share effect of the decreases associated with the mortgage production revenues and the fees associated with the investment banking operations, resulted in a decline of approximately $0.03 per diluted share for each quarter of 2004 versus 2003 for a total of $0.06 per diluted share for the six months ended June 30, 2004.

31



NON-INTEREST EXPENSE

              Table 6 below shows non-interest expense for the three-month and six-month periods ended June 30, 2004 and 2003, respectively, as well as changes in 2004 from 2003.

              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. The Company utilizes an extensive profit planning and reporting system involving all affiliates. 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. Management also regularly monitors staffing levels at each affiliate, to ensure productivity and overhead are in line with existing workload requirements.

              Non-interest expense for the three-month and six-month periods ended June 30, 2004, were $20.6 million and $40.3 million, an increase of $2.6 million or 14.7% and $4.1 million or 11.4%, respectively, from the same periods in 2003. These increases are primarily the result of the increase in normal ongoing operating expenses and the additional expenses associated with the recently completed acquisitions. Excluding the recently completed acquisitions, the increase in non-interest expense was 4.6% and 3.9% for the three-month and six-month periods ended June 30, 2004.

32



Table 6: Non-Interest Expense


(In thousands) Three Months
Ended June 30,
      2004
Change from
2003
        Six Months
Ended June 30,
      2004
Change from
2003


2004       2003 2004       2003

 
              
Salaries and employee benefits $ 12,280   $ 10,603   $ 1,677     15.82 % $ 24,085   $ 21,345   $ 2,740     12.84 %
Occupancy expense, net   1,377     1,272     105     8.25     2,695     2,603     92     3.53  
Furniture and equipment expense   1,399     1,219     180     14.77     2,757     2,601     156     6.00  
Loss on foreclosed assets   137     127     10     7.87     181     162     19     11.73  
Other operating expenses                                
   Professional services   428     510     (82 )   (16.08 )   982     982         0.00  
   Postage   556     506     50     9.88     1,138     1,005     133     13.23  
   Telephone   413     369     44     11.92     840     729     111     15.23  
   Credit card expenses   580     624     (44 )   (7.05 )   1,183     1,047     136     12.99  
   Operating supplies   420     289     131     45.33     798     725     73     10.07  
   FDIC insurance   71     67     4     5.97     140     136     4     2.94  
   Amortization of intangibles   203     25     178     712.00     376     51     325     637.25  
   Other expense   2,704     2,326     378     16.25     5,085     4,745     340     7.17  



 


 
       Total non-interest expense $ 20,568   $ 17,937   $ 2,631     14.67 % $ 40,260   $ 36,131   $ 4,129     11.43 %



 


 

LOAN PORTFOLIO

              The Company’s loan portfolio averaged $1.482 billion and $1.261 billion during the first six months of 2004 and 2003, respectively. As of June 30, 2004, total loans were $1.543 billion, compared to $1.418 billion on December 31, 2003. The most significant components of the loan portfolio were loans to businesses (commercial loans and commercial real estate loans) and individuals (consumer loans, credit card loans and single-family residential real estate loans).

              The Company seeks to manage its credit risk by diversifying its loan portfolio, determining that borrowers have adequate sources of cash flow for loan repayment without liquidation of collateral, obtaining and monitoring collateral, providing an adequate allowance for 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. The Company seeks 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. The Company uses the allowance for loan losses as a method to value the loan portfolio at its estimated collectible amount. Loans are regularly reviewed to facilitate the identification and monitoring of deteriorating credits.

33



              Consumer loans consist of credit card loans, student loans and other consumer loans. Consumer loans were $358.1 million at June 30, 2004, or 23.2% of total loans, compared to $395.2 million, or 27.9% of total loans at December 31, 2003. The consumer loan decrease from December 31, 2003 to June 30, 2004 is the result of the Company’s lower credit card portfolio, indirect lending and student loans. The consumer market, particularly credit card and indirect lending, continues to be one of the Company’s greatest challenges. The credit card portfolio continued to decline as the result of an on-going decrease in the number of cardholder accounts, due to competitive pressure in the credit card industry. The decline in the indirect consumer loan portfolio was primarily the result of the on-going special financing incentives from car manufacturers. The decrease in student loans was the result of the Company’s decision to sell student loans prior to the payout period, because of the changes in the industry relative to loan consolidations.

              Real estate loans consist of construction loans, single-family residential loans and commercial loans. Real estate loans were $904.1 million at June 30, 2004, or 58.6% of total loans, compared to the $782.0 million, or 55.1% of total loans at December 31, 2003. The real estate loan increase is the result of the first quarter acquisition of ABI combined with an improved demand for construction and commercial real estate loans.

              Commercial loans consist of commercial loans, agricultural loans and loans to financial institutions. Commercial loans were $265.5 million at June 30, 2004, or 17.2% of total loans, which is compared to $225.9 million, or 15.9% of total loans at December 31, 2003. The commercial loan increase is the result an improved demand for commercial loans.

              The amounts of loans outstanding at the indicated dates are reflected in Table 7, according to type of loan.

Table 7: Loan Portfolio


(In thousands) June 30,
2004
             December 31,
2003

Consumer        
   Credit cards $ 150,265   $ 165,919  
   Student loans   72,410     86,301  
   Other consumer   135,448     152,995  
Real Estate        
   Construction   138,747     111,567  
   Single family residential   297,377     261,936  
   Other commercial   468,023     408,452  
Commercial        
   Commercial   185,126     162,122  
   Agricultural   77,023     57,393  
   Financial institutions   3,322     6,370  
Other   15,422     15,259  


  
      Total loans $ 1,543,163   $ 1,418,314  



34



ASSET QUALITY

              A loan is considered impaired when it is probable that the Company will not receive all amounts due according to the contracted terms of the loans. This includes loans past due 90 days or more, nonaccrual loans and certain loans identified by management.

              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. The subsidiary banks recognize income principally on the accrual basis of accounting. When loans are classified as nonaccrual, 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 uncollectable, 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. Litigation accounts are placed on nonaccrual until such time as deemed uncollectible. Credit card loans are generally charged off when payment of interest or principal exceeds 180 days past due, but are turned over to the credit card recovery department, to be pursued until such time as they are determined, on a case-by-case basis, to be uncollectable.

              At June 30, 2004, impaired loans were $20.0 million compared to $19.0 million at December 31, 2003. The increase in impaired loans from December 31, 2003, primarily relates to the $600,000 increase from the ABI acquisition completed in the first quarter of 2004, with the remainder related to general increases throughout the Company.

35



              Table 8 presents information concerning non-performing assets, including nonaccrual and other real estate owned.

Table 8: Non-performing Assets


(In thousands) June 30,
2004
             December 31,
2003

  
Nonaccrual loans $ 11,397   $ 10,049  
Loans past due 90 days or more        
  (principal or interest payments)   1,415     1,518  


  
      Total non-performing loans   12,812     11,567  


  
Other non-performing assets        
  Foreclosed assets held for sale   1,641     2,979  
  Other non-performing assets   53     393  


      Total other non-performing assets   1,694     3,372  


  
          Total non-performing assets $ 14,506   $ 14,939  


  
Allowance for loan losses to        
  non-performing loans   212.83 %   219.13 %
Non-performing loans to total loans   0.83 %   0.82 %
Non-performing assets to total assets   0.61 %   0.67 %

              Approximately $364,000 and $347,000 of interest income would have been recorded for the six-month periods ended June 30, 2004 and 2003, respectively, if the nonaccrual loans had been accruing interest in accordance with their original terms. There was no interest income on the nonaccrual loans recorded for the six-month periods ended June 30, 2004 and 2003.

ALLOWANCE FOR LOAN LOSSES

Overview

              The Company maintains an allowance for loan losses. This allowance is created through charges to income and maintained at a sufficient level to absorb expected losses in the Company’s portfolio. The allowance for loan losses is determined monthly based on management’s assessment of several factors such as 1) historical loss experience based on volumes and types, 2) reviews or evaluations of the loan portfolio and allowance for loan losses, 3) trends in volume, maturity and composition, 4) off balance sheet credit risk, 5) volume and trends in delinquencies and non-accruals, 6) lending policies and procedures including those for loan losses, collections and recoveries 7) national and local economic trends and conditions, 8) concentrations of credit that might affect loss experience across one or more components of the loan portfolio, 9) the experience, ability and depth of lending management and staff and 10) other factors and trends, which will affect specific loans and categories of loans.

36



              As the Company evaluates the allowance for loan losses, it is categorized as follows: 1) specific allocations, 2) allocations for classified assets with no specific allocation, 3) general allocations for each major loan category and 4) miscellaneous allocations.

Specific Allocations

              Specific allocations are made when factors are present requiring a greater reserve than would be required when using the assigned risk rating allocation. As a general rule, if a specific allocation is warranted, it is the result of an analysis of a previously classified credit or relationship. The evaluation process in specific allocations for the Company includes a review of appraisals or other collateral analysis. These values are compared to the remaining outstanding principal balance. If a loss is determined to be reasonably possible, the possible loss is identified as a specific allocation. If the loan is not collateral dependent, the measurement of loss is based on the expected future cash flows of the loan.

Allocations for Classified Assets with no Specific Allocation

              The Company establishes allocations for loans rated “watch” through “doubtful” in accordance with the guidelines established by the regulatory agencies. A percentage rate is applied to each category of these loan categories to determine the level of dollar allocation.

General Allocations

              The Company establishes general allocations for each major loan category. This section 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. The allocations in this section are based on a historical review of loan loss experience and past due accounts. The Company gives consideration to trends, changes in loan mix, delinquencies, prior losses, and other related information.

Miscellaneous Allocations

              Allowance allocations other than specific, classified and general for the Company are included in the miscellaneous section. This primarily consists of unfunded loan commitments.

37



              An analysis of the allowance for loan losses is shown in Table 9.

Table 9: Allowance for Loan Losses


(In thousands) 2004
             2003

  
Balance, beginning of year $ 25,347   $ 21,948  


  
Loans charged off        
   Credit card   2,407     2,390  
   Other consumer   1,159     991  
   Real estate   586     765  
   Commercial   360     905  


         Total loans charged off   4,512     5,051  


  
Recoveries of loans previously charged off        
   Credit card   332     358  
   Other consumer   391     370  
   Real estate   163     60  
   Commercial   276     151  


         Total recoveries   1,162     939  


   Net loans charged off   3,350     4,112  
ABI allowance for loan losses   1,108      
Provision for loan losses   4,163     4,393  


Balance, June 30 $ 27,268   $ 22,229  


  
Loans charged off        
   Credit card       2,315  
   Other consumer       996  
   Real estate       739  
   Commercial       1,769  

         Total loans charged off       5,819  

  
Recoveries of loans previously charged off        
   Credit card       312  
   Other consumer       274  
   Real estate       158  
   Commercial       836  

         Total recoveries       1,580  

   Net loans charged off       4,239  
Allowance for loan losses of        
   acquired branches       2,964  
Provision for loan losses       4,393  

Balance, end of year     $ 25,347  


38



Provision for loan losses

              The amount of provision to the allowance during the six-month periods ended June 30, 2004 and 2003, and for the year ended 2003, 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 loans and net losses from loans charged off for the last five years. It is management’s practice to review the allowance on a monthly basis to determine whether additional provisions should be made to the allowance after considering the factors noted above.

Allocated Allowance for Loan Losses

              The Company utilizes a consistent methodology in the calculation and application of its allowance for loan losses. Because there are portions of the portfolio that have not matured to the degree necessary to obtain reliable loss statistics from which to calculate estimated losses, the unallocated allowance is an integral component of the total allowance. Although unassigned to a particular credit relationship or product segment, this portion of the allowance is vital to safeguard against the imprecision inherent when estimating credit losses.

              During the six months ended June 30, 2004, the Company experienced an increase of $1.6 million in the real estate allocation of the allowance for loan losses. This increase is primarily the result of the loan growth in the real estate portfolio combined with the ABI acquisition during the first quarter of 2004. The allocation of allowance for loan losses for credit cards, other consumer loans, commercial loans and the unallocated for June 30, 2004, is consistent with the change in the loan portfolio for those products from December 31, 2003.

              While the Company still has some concerns over the uncertainty of the economy and the impact of foreign imports on the catfish industry in Arkansas, management believes the allowance for loan losses is adequate for the period ended June 30, 2004.

              An analysis of the allocation of allowance for loan losses is presented in Table 10.

Table 10: Allocation of Allowance for Loan Losses


June 30, 2004 December 31, 2003
 
 
 
(In thousands) Allowance
Amount
         % of
loans*
            Allowance
Amount
         % of
loans*

  
Credit cards $ 3,745     9.7 % $ 3,913     11.7 %
Other consumer   1,159     13.5 %   1,597     16.2 %
Real estate   10,346     58.6 %   8,723     55.1 %
Commercial   5,914     17.2 %   5,113     15.9 %
Other       1.0 %   4     1.1 %
Unallocated   6,104         5,997      

 
 
  
      Total $ 27,268     100.0 % $ 25,347     100.0 %

 
 

*Percentage of loans in each category to total loans.

39



DEPOSITS

              Deposits are the Company’s primary source of funding for earning assets and are primarily developed through the Company’s network of 78 financial centers as of June 30, 2004. The Company offers a variety of products designed to attract and retain customers with a continuing focus on developing core deposits. The Company’s core deposits consist of all deposits excluding time deposits of $100,000 or more. As of June 30, 2004, core deposits comprised 82.4% of the Company’s total deposits.

              The Company continually monitors the funding requirements at each affiliate bank along with competitive interest rates in the markets it serves. Because the Company has a community banking philosophy, managers in the local markets establish the interest rates being 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. Although the interest rate environment is at a historical low, the Company believes it is paying competitive rates, when compared with pricing in those markets. As a result, internal deposit growth and acquired deposits were $10.7 million and $116.9 million, respectively, for a total increase of $127.6 million. More specifically, total deposits as of June 30, 2004, were $1.931 billion versus $1.803 billion on December 31, 2003.

              The Company’s total time deposits decreased $18.1 million and increased $41.8 million as a result of internal deposit reduction and acquired deposits, respectively, to $885.9 million from $862.2 million at December 31, 2003. Non-interest bearing transaction accounts increased by $8.8 million and $19.5 million as a result of internal deposit growth and acquired deposits, respectively, to $298.6 million compared to $270.3 million at December 31, 2003. Interest bearing transaction and savings accounts was $746.6 million, which is a $20.0 million and $55.7 million increase as a result of internal deposit growth and acquired deposits, respectively, when compared to the $670.9 million on December 31, 2003.

              The Company will continue to manage interest expense through deposit pricing and does not anticipate a significant change in total deposits. The Company believes 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.

LONG-TERM DEBT

              During the six month period ended June 30, 2004, the Company increased long-term debt by $11.9 million, or 11.8% from December 31, 2003. This increase is primarily associated with additional FHLB long-term advances acquired in the acquisition of ABI completed during the first quarter of 2004 offset by normal pay downs on the FHLB long-term advances.

40



CAPITAL

Overview

              At June 30, 2004, total capital reached $227.6 million. Capital represents shareholder ownership in the Company — the book value of assets in excess of liabilities. At June 30, 2004, the Company’s equity to asset ratio was 9.60% compared to 9.39% at year-end 2003.

Capital Stock

              At the Company’s annual shareholder meeting held on March 30, 2004, the shareholders approved an amendment to the Articles of Incorporation reducing the par value of the Class A Common Stock from $1.00 to $0.01 and eliminating the authority of the Company to issue Class B common stock, Class A Preferred Stock and Class B Preferred Stock.

Stock Repurchase

              At the beginning of the calendar year 2004, the Company had a stock repurchase program, which authorized to repurchase up to 800,000 common shares. On May 25, 2004, the Company announced the substantial completion of the existing stock repurchase program and the adoption by the Board of Directors of a new repurchase program. The new program authorizes the repurchase of up to 5% of the outstanding common stock, or 733,485 shares. Under the repurchase program, there is no time limit for the stock repurchases, nor is there a minimum number of shares the Company intends to repurchase. The Company may discontinue purchases at any time that management determines additional purchases are not warranted. 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. The Company intends to use the repurchased shares to satisfy stock option exercise, payment of future stock dividends and general corporate purposes.

              During the first six month of 2004, the Company has repurchased a total of 56,515 shares of stock with a weighted average repurchase price of $24.17 per share. There were 5,500 shares repurchased with a weighted average repurchase price of $23.61 per share repurchased under the original plan, while there were 51,015 shares repurchased with a weighted average repurchase price of $24.23 per share repurchased under the new plan.

41



Cash Dividends

              The Company declared cash dividends on its common stock of $0.280 per share for the first six months of 2004 compared to $0.255 per share (split adjusted) for the first six months of 2003. In recent years, the Company increased dividends no less than annually and presently plans to continue with this practice.

Parent Company Liquidity

              The primary sources for payment of dividends by the Company to its shareholders and the share repurchase plan are the current cash on hand at the parent company plus the future dividends received from the eight affiliate banks. Payment of dividends by the eight affiliate banks is subject to various regulatory limitations. Reference is made to the Quantitative and Qualitative Disclosure About Market Risk discussion for additional information regarding the parent company’s liquidity.

Risk Based Capital

              The Company’s subsidiaries are 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 the Company’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company must meet specific capital guidelines that involve quantitative measures of the Company’s assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. The Company’s 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 the Company to maintain minimum amounts and ratios (set forth in the table below) of total and 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 June 30, 2004, the Company meets all capital adequacy requirements to which it is subject.

              As of the most recent notification from regulatory agencies, the subsidiaries were well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, the Company and subsidiaries must maintain minimum total risk-based, 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.

              The Company’s risk-based capital ratios at June 30, 2004 and December 31, 2003, are presented in table 11.

42



Table 11: Risk-Based Capital


(In thousands) June 30,
2004
             December 31,
2003

  
Tier 1 capital        
   Stockholders’ equity $ 227,610   $ 209,995  
   Trust preferred securities   46,993     47,250  
   Intangible assets   (66,675 )   (50,417 )
   Unrealized loss on available-        
      for-sale securities   3,444     286  
   Other   (1,110 )   (1,160 )


  
                Total Tier 1 capital   210,262     205,954  


  
Tier 2 capital        
   Qualifying unrealized gain on        
      available-for-sale equity securities   373     326  
   Qualifying allowance for loan losses   19,924     18,320  


  
                Total Tier 2 capital   20,297     18,646  


  
                Total risk-based capital $ 230,559   $ 224,600  


  
Risk weighted assets $ 1,586,554   $ 1,458,583  


  
Assets for leverage ratio $ 2,314,344   $ 2,082,552  


  
Ratios at end of year        
      Leverage ratio   9.09 %   9.89 %
      Tier 1 capital   13.25 %   14.12 %
      Total risk-based capital   14.53 %   15.40 %
  
Minimum guidelines        
      Leverage ratio   4.00 %   4.00 %
      Tier 1 capital   4.00 %   4.00 %
      Total risk-based capital   8.00 %   8.00 %

43



FORWARD-LOOKING STATEMENTS

              Certain statements contained in this quarterly 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,” “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.

              We caution the reader not to place undue reliance on the forward-looking statements contained in this report in that actual results could differ materially from those indicated in such forward-looking statements, due to a variety of factors. These factors include, but are not limited to, changes in the Company’s operating or expansion strategy, availability of and costs associated with obtaining adequate and timely sources of liquidity, the ability to maintain credit quality, possible adverse rulings, judgments, settlements and other outcomes of pending litigation, the ability of the Company to collect amounts due under loan agreements, changes in consumer preferences, effectiveness of the Company’s interest rate risk management strategies, laws and regulations affecting financial institutions in general or relating to taxes, the effect of pending or future legislation, the ability of the Company to repurchase its common stock on favorable terms and other risk factors. Other relevant risk factors may be detailed from time to time in the Company’s press releases and filings with the Securities and Exchange Commission. We undertake no obligation to update these forward-looking statements to reflect events or circumstances that occur after the date of this report.

44



Item 3: Quantitative and Qualitative Disclosure About Market Risk

Parent Company

              The Company has leveraged its investment in subsidiary banks and depends upon the dividends paid to it, as the sole shareholder of the subsidiary banks, as a principal source of funds for dividends to shareholders, stock repurchase and debt service requirements. At June 30, 2004, undivided profits of the Company’s subsidiaries were approximately $120 million, of which approximately $15 million was available for the payment of dividends to the Company without regulatory approval. In addition to dividends, other sources of liquidity for the Company are the sale of equity securities and the borrowing of funds.

Banking Subsidiaries

              Generally speaking, the Company’s banking subsidiaries rely upon net inflows of cash from financing activities, supplemented by net inflows of cash from operating activities, to provide cash used in investing activities. Typical of most banking companies, significant financing activities include: deposit gathering; use of short-term borrowing facilities, such as federal funds purchased and repurchase agreements; and the issuance of long-term debt. The banks’ primary investing activities include loan originations and purchases of investment securities, offset by loan payoffs and investment maturities.

              Liquidity represents an institution’s ability to provide funds to satisfy demands from depositors and borrowers, by either converting assets into cash or accessing new or existing sources of incremental funds. A major responsibility of management is to maximize net interest income within prudent liquidity constraints. Internal corporate guidelines have been established to constantly measure liquid assets, as well as relevant ratios concerning earning asset levels and purchased funds. The management and board of directors of each bank subsidiary monitor these same indicators and makes adjustments as needed. At June 30, 2004, each subsidiary bank was within established guidelines and total corporate liquidity remains strong. At June 30, 2004, cash and cash equivalents, trading and available-for-sale securities and mortgage loans held for sale were 21.9% of total assets, as compared to 23.7% at December 31, 2003.

45



Liquidity Management

              The objective of the Company’s liquidity management is to access adequate sources of funding to ensure that cash flow requirements of depositors and borrowers are met in an orderly and timely manner. Sources of liquidity are managed so that reliance on any one funding source is kept to a minimum. The Company’s liquidity sources are prioritized for both availability and time to activation.

              The Company’s liquidity is at the forefront of not only funding needs, but is an integral part of asset/liability management. Pricing of the liability side is a major component of interest margin and spread management. Adequate liquidity is a necessity in addressing this critical task. There are six primary and secondary sources of liquidity available to the Company. The particular liquidity need and timeframe determine the use of these sources.

              The first source of liquidity available to the Company is Federal funds. Federal funds, primarily from downstream correspondent banks, are available on a daily basis and are used to meet the normal fluctuations of a dynamic balance sheet. In addition, the Company and its affiliates have approximately $93 million in Federal funds lines of credit from upstream correspondent banks that can be accessed, when needed. In order to ensure availability of these upstream funds, the Company has a plan for rotating the usage of the funds among the upstream correspondent banks, thereby providing approximately $47 million in funds on a given day. Historical monitoring of these funds has made it possible for the Company to project seasonal fluctuations and structure its funding requirements on month to month basis.

              Secondly, the Company uses a laddered investment portfolio that ensures there is a steady source of intermediate term liquidity. These funds can be used to meet seasonal loan patterns and other intermediate term balance sheet fluctuations. Approximately 68% of the investment portfolio is classified as available-for-sale. The Company also uses securities held in the securities portfolio to pledge when obtaining public funds.

              A third source of liquidity is the retail deposits available through the Company’s network of affiliate banks throughout Arkansas. Although this method can be somewhat of a more expensive alternative to supplying liquidity, this source can be used to meet intermediate term liquidity needs.

              Fourth, the Company has established a $5 million unsecured line of credit with a major commercial bank that could be used to meet unexpected liquidity needs at both the parent company level as well as at any affiliate bank.

              The fifth source of liquidity is the ability to access large deposits from both the public and private sector. On an ongoing basis the Company has chosen not to tap this source of funding. However, for short-term liquidity needs, it remains a viable option.

              Finally, the Company’s affiliate banks have lines of credits available with Federal Home Loan Bank. While the Company has used portions of those lines only to match off longer-term mortgage loans, the Company could use those lines to meet liquidity needs. Approximately $314 million of these lines of credit is currently available, if needed.

              The Company believes the various sources available are ample liquidity for short-term, intermediate-term, and long-term liquidity.

46



Market Risk Management

              Market risk arises from changes in interest rates. The Company has risk management policies to monitor and limit exposure to market risk. In asset and liability management activities, policies are in place that are designed to minimize structural interest rate risk. The measurement of market risk associated with financial instruments is meaningful only when all related and offsetting on- and off-balance-sheet transactions are aggregated, and the resulting net positions are identified.

Interest Rate Sensitivity

              Interest rate risk represents the potential impact of interest rate changes on net income and capital resulting from mismatches in repricing opportunities of assets and liabilities over a period of time. A number of tools are used to monitor and manage interest rate risk, including simulation models and interest sensitivity (Gap) analysis. Management uses simulation models to estimate the effects of changing interest rates and various balance sheet strategies on the level of the Company’s net income and capital. As a means of limiting interest rate risk to an acceptable level, management may alter the mix of floating and fixed-rate assets and liabilities, change pricing schedules and manage investment maturities during future security purchases.

              The simulation models incorporate management’s assumptions regarding the level of interest rates or balance changes for indeterminate maturity deposits for a given level of market rate changes. These assumptions have been developed through anticipated pricing behavior. Key assumptions in the simulation models include the relative timing of prepayments, cash flows and maturities. In addition, the impact of planned growth and anticipated new business is factored into the simulation models. These assumptions are inherently uncertain and, as a result, the models cannot precisely estimate net interest income or precisely predict the impact of a change in interest rates on net income or capital. Actual results will differ from simulated results due to the timing, magnitude and frequency of interest rate changes and changes in market conditions and management strategies, among other factors.

              Table A below presents the Company’s interest rate sensitivity position at June 30, 2004. This Gap analysis is based on a point in time and may not be meaningful because assets and liabilities are categorized according to contractual maturities (investment securities are according to call dates) and repricing periods rather than estimating more realistic behaviors, as is done in the simulation models. Also, the Gap analysis does not consider subsequent changes in interest rate level or spreads between asset and liability categories.

47



Table A: Interest Rate Sensitivity


Interest Rate Sensitivity Period
 
 
(In thousands, except ratios) 0-30
Days
31-90
Days
91-180
Days
181-365
Days
1-2
Years
2-5
Years
Over 5
Years
Total

 
Earning assets                                
   Short-term investments $ 54,215        $        $        $        $        $        $        $ 54,215  
   Assets held in trading                                
      accounts   389                             389  
   Investment securities   9,694     15,704     33,770     46,679     82,778     219,889     146,900     555,414  
   Mortgage loans held for
      sale
  9,094                             9,094  
   Loans   467,588     346,808     143,827     222,769     187,416     161,944     12,811     1,543,163  








         Total earning assets   540,980     362,512     177,597     269,448     270,194     381,833     159,711     2,162,275  








  
Interest bearing liabilities                                
   Interest bearing
      transaction
                               
      and savings deposits   330,244                 83,270     249,811     83,270     746,595  
   Time deposits   98,770     144,431     202,767     285,292     120,222     34,437         885,919  
   Short-term debt   82,321                             82,321  
   Long-term debt   9,989     3,256     2,302     4,499     26,008     17,685     49,052     112,791  








         Total interest bearing                                
            liabilities   521,324     147,687     205,069     289,791     229,500     301,933     132,322     1,827,626  








  
Interest rate sensitivity Gap $ 19,656   $ 214,825   $ (27,472 ) $ (20,343 ) $ 40,694   $ 79,900   $ 27,389   $ 334,649  








Cumulative interest rate                                
   sensitivity Gap $ 19,656   $ 234,481   $ 207,009   $ 186,666   $ 227,360   $ 307,260   $ 334,649      
Cumulative rate sensitive asset                                
   to rate sensitive liabilities   103.8 %   135.0 %   123.7 %   116.0 %   116.3 %   118.1 %   118.3 %    
Cumulative Gap as a % of                                
   earning assets   0.9 %   10.8 %   9.6 %   8.6 %   10.5 %   14.2 %   15.5 %    

              While the 135.0% ninety day Gap indicates the Company is very asset sensitive, it is also important to note that it includes the repricing of the Company’s student loan and credit card portfolios. The $72.4 million student loan portfolio reprices annually during the month of July, based on United States Treasury bill rates. This repricing in July 2004 will result in a slightly lower yield on the student loan portfolio. The $150.3 million credit card portfolio can be repriced after giving the cardholder 30 days notice; however the ultimate repricing of this product is subject to management’s discretion based on competition and market conditions. As of June 30, 2004, the Company has chosen not to adjust the rates on the credit card portfolio after the most recent 25 basis point increase by the Federal Reserve.

Item 4. Controls and Procedures

              (a) Evaluation of disclosure controls and procedures. The Company’s Chief Executive Officer and Chief Financial Officer have reviewed and evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in 15 C. F. R. 240.13a-14(c) and 15 C. F. R. 240.15-14(c)) as of a date within ninety days prior to the filing of this report. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s current disclosure controls and procedures are effective.

              (b) Changes in Internal Controls. There were no significant changes in the Company’s internal controls or in other factors that could significantly affect those controls subsequent to the date of evaluation.

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Part II: Other Information

Item 2. Changes in Securities.

              Recent Sales of Unregistered Securities. The following transactions are sales of unregistered shares of Class A Common Stock of the Company which were issued to executive and senior management officers upon the exercise of rights granted under (i) the Simmons First National Corporation Incentive and Non-qualified Stock Option Plan (ii) the Simmons First National Corporation Executive Stock Incentive Plan, or (iii) the Simmons First National Corporation Executive Stock Incentive Plan — 2001. No underwriters were involved and no underwriter’s discount or commissions were involved. Exemption from registration is claimed under Section 4(2) of the Securities Act of 1933 as private placements. The Company received cash or exchanged shares of the Company’s Class A Common Stock as the consideration for the transactions. The share and price information has been adjusted for the two for one stock split, which was distributed to shareholders effective May 1, 2003.


Identity(1) Date of Sale Number
of Shares
Price(2) Type of Transaction

  
1 Officer            June, 2004            800            12.2188            Incentive Stock Option


Notes:

1. The transactions are grouped to show sales of stock based upon exercises of rights by officers of the registrant or its subsidiaries under the stock plans, which occurred at the same price during a calendar month.

2. The per share price paid for incentive stock options represents the fair market value of the stock as determined under the terms of the Plan on the date the incentive stock option was granted to the officer.

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Item 6. Exhibits and Reports on Form 8-K

a) Exhibits


              Exhibit 31.1 –        Rule 13a-14(a)/15d-14(a) Certification – J. Thomas May, Chairman, President and Chief Executive Officer.*
  
Exhibit 31.2– Rule 13a-14(a)/15d-14(a) Certification – Robert A. Fehlman, Chief Financial Officer.*
  
Exhibit 32.1 – Certification Pursuant to 18 U.S.C. Sections 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – J. Thomas May, Chairman, President and Chief Executive Officer.*
  
Exhibit 32.1 – Certification Pursuant to 18 U.S.C. Sections 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – Robert A. Fehlman, Chief Financial Officer.*

* Filed herewith.

b) Reports on Form 8-K

              The registrant filed Form 8-K on April 15, 2004. The report contained the text of a press release issued by the registrant concerning the announcement of first quarter 2004 earnings.

              The registrant filed Form 8-K on April 16, 2004. The report contained the text of the script used by J. Thomas May, Chairman and Chief Executive Officer, Barry L. Crow, Chief Operating Officer and Robert A. Fehlman, Chief Financial Officer during the registrant’s first quarter earnings release conference call held on April 15, 2004.

              The registrant filed Form 8-K on April 28, 2004. The report contained a summary of the analyst presentation used by the registrant at the Gulf South Bank Conference.

              The registrant filed Form 8-K on May 25, 2004. The report contained the text of a press release issued by the registrant concerning the adoption of a new stock repurchase program.

              The registrant filed Form 8-K on May 27, 2004. The report contained the text of a press release issued by the registrant concerning the declaration of a quarterly cash dividend.

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SIGNATURES

              Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


           SIMMONS FIRST NATIONAL CORPORATION
   
(Registrant)
   
   
          
Date: July 29, 2004 /s/ J. Thomas May

   
J. Thomas May, Chairman,President
and Chief Executive Officer
   
Date: July 29, 2004 /s/ Robert A. Fehlman

   
Robert A. Fehlman, Senior Vice President
and Chief Financial Officer

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