UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
QUARTERLY REPORT UNDER
SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended September 30, 2004 Commission File Number 06253
SIMMONS FIRST NATIONAL CORPORATION | ||
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(Exact name of registrant as specified in its charter) | ||
Arkansas | 71-0407808 | |
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(State
or other jurisdiction of incorporation or organization) |
(I.R.S.
Employer Identification No.) |
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501 Main Street | Pine Bluff, Arkansas | 71601 |
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(Address of principal executive offices) | (Zip Code) | |
Registrants telephone number, including area code | 870-541-1000 | |
Not Applicable | ||
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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 issuers classes of common stock.
Class A, Common 14,601,030
(In thousands, except share data) | September
30, 2004 |
December
31, 2003 |
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(Unaudited) | ||||||
Cash and non-interest bearing balances due from banks | $ | 77,944 | $ | 78,205 | ||
Interest bearing balances due from banks | 11,273 | 31,850 | ||||
Federal funds sold and securities purchased | ||||||
under agreements to resell | 17,300 | 91,560 | ||||
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Cash and cash equivalents | 106,517 | 201,615 | ||||
Investment securities | 563,581 | 491,950 | ||||
Mortgage loans held for sale | 11,153 | 12,211 | ||||
Assets held in trading accounts | 2,149 | 90 | ||||
Loans | 1,602,127 | 1,418,314 | ||||
Allowance for loan losses | (27,602 | ) | (25,347 | ) | ||
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Net loans | 1,574,525 | 1,392,967 | ||||
Premises and equipment | 55,027 | 49,369 | ||||
Foreclosed assets held for sale, net | 1,789 | 2,979 | ||||
Interest receivable | 15,361 | 12,678 | ||||
Goodwill | 60,454 | 45,159 | ||||
Core deposits | 6,035 | 5,258 | ||||
Other assets | 21,692 | 21,502 | ||||
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TOTAL ASSETS | $ | 2,418,283 | $ | 2,235,778 | ||
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See Condensed Notes to Consolidated Financial Statements. | 3 | |
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(In thousands, except share data) | September
30, 2004 |
December
31, 2003 |
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(Unaudited) | ||||||
LIABILITIES | ||||||
Non-interest bearing transaction accounts | $ | 287,632 | $ | 270,343 | ||
Interest bearing transaction accounts and savings deposits | 749,492 | 670,908 | ||||
Time deposits | 905,076 | 862,217 | ||||
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Total deposits | 1,942,200 | 1,803,468 | ||||
Federal funds purchased and securities sold | ||||||
under agreements to repurchase | 96,384 | 100,209 | ||||
Short-term debt | 13,763 | 6,833 | ||||
Long-term debt | 114,489 | 100,916 | ||||
Accrued interest and other liabilities | 15,993 | 14,357 | ||||
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Total liabilities | 2,182,829 | 2,025,783 | ||||
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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, 14,601,030 | ||||||
issued and outstanding at 2004 and 14,101,521 at 2003 | 146 | 14,102 | ||||
Surplus | 62,659 | 35,988 | ||||
Undivided profits | 172,726 | 160,191 | ||||
Accumulated other comprehensive loss | ||||||
Unrealized depreciation on available-for-sale securities, net | ||||||
of income tax credit of $44 in 2004 and $170 in 2003 | (77 | ) | (286 | ) | ||
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Total stockholders equity | 235,454 | 209,995 | ||||
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TOTAL LIABILITIES AND STOCKHOLDERS EQUITY | $ | 2,418,283 | $ | 2,235,778 | ||
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See Condensed Notes to Consolidated Financial Statements. | 4 | |
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Three
Months Ended September 30, |
Nine
Months Ended September 30, |
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(In thousands, except per share data) | 2004 | 2003 | 2004 | 2003 | ||||||||
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(Unaudited) | (Unaudited) | |||||||||||
INTEREST INCOME | ||||||||||||
Loans | $ | 24,956 | $ | 22,216 | $ | 71,490 | $ | 66,981 | ||||
Federal funds sold and securities purchased | ||||||||||||
under agreements to resell | 140 | 72 | 445 | 446 | ||||||||
Investment securities | 4,494 | 4,026 | 12,951 | 12,015 | ||||||||
Mortgage loans held for sale | 159 | 358 | 445 | 1,010 | ||||||||
Assets held in trading accounts | 2 | 24 | 6 | 33 | ||||||||
Interest bearing balances due from banks | 34 | 74 | 228 | 365 | ||||||||
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TOTAL INTEREST INCOME | 29,785 | 26,770 | 85,565 | 80,850 | ||||||||
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INTEREST EXPENSE | ||||||||||||
Deposits | 5,824 | 5,728 | 16,942 | 18,956 | ||||||||
Federal funds purchased and securities sold | ||||||||||||
under agreements to repurchase | 302 | 244 | 756 | 661 | ||||||||
Short-term debt | 94 | 26 | 134 | 38 | ||||||||
Long-term debt | 1,448 | 908 | 4,351 | 3,193 | ||||||||
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TOTAL INTEREST EXPENSE | 7,668 | 6,906 | 22,183 | 22,848 | ||||||||
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NET INTEREST INCOME | 22,117 | 19,864 | 63,382 | 58,002 | ||||||||
Provision for loan losses | 1,932 | 2,196 | 6,095 | 6,589 | ||||||||
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NET INTEREST INCOME AFTER PROVISION | ||||||||||||
FOR LOAN LOSSES | 20,185 | 17,668 | 57,287 | 51,413 | ||||||||
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NON-INTEREST INCOME | ||||||||||||
Trust income | 1,388 | 1,317 | 4,021 | 4,059 | ||||||||
Service charges on deposit accounts | 3,928 | 2,786 | 10,922 | 7,879 | ||||||||
Other service charges and fees | 571 | 299 | 1,634 | 1,095 | ||||||||
Income on sale of mortgage loans, net of commissions | 814 | 1,512 | 2,610 | 4,139 | ||||||||
Income on investment banking, net of commissions | 101 | 388 | 514 | 1,516 | ||||||||
Credit card fees | 2,544 | 2,495 | 7,371 | 7,326 | ||||||||
Student loan premiums | 417 | 541 | 1,867 | 1,171 | ||||||||
Other income | 656 | 610 | 1,918 | 1,712 | ||||||||
Gain on sale of mortgage servicing | | | | 771 | ||||||||
Gain on sale of securities, net | | | | | ||||||||
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TOTAL NON-INTEREST INCOME | 10,419 | 9,948 | 30,857 | 29,668 | ||||||||
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NON-INTEREST EXPENSE | ||||||||||||
Salaries and employee benefits | 12,091 | 10,789 | 36,176 | 32,134 | ||||||||
Occupancy expense, net | 1,431 | 1,259 | 4,126 | 3,862 | ||||||||
Furniture and equipment expense | 1,445 | 1,329 | 4,202 | 3,930 | ||||||||
Loss on foreclosed assets | 49 | 36 | 230 | 198 | ||||||||
Other operating expenses | 5,579 | 4,535 | 16,121 | 13,955 | ||||||||
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TOTAL NON-INTEREST EXPENSE | 20,595 | 17,948 | 60,855 | 54,079 | ||||||||
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INCOME BEFORE INCOME TAXES | 10,009 | 9,668 | 27,289 | 27,002 | ||||||||
Provision for income taxes | 3,102 | 3,057 | 8,683 | 8,530 | ||||||||
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NET INCOME | $ | 6,907 | $ | 6,611 | $ | 18,606 | $ | 18,472 | ||||
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BASIC EARNINGS PER SHARE | $ | 0.47 | $ | 0.47 | $ | 1.28 | $ | 1.31 | ||||
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DILUTED EARNINGS PER SHARE | $ | 0.47 | $ | 0.46 | $ | 1.26 | $ | 1.28 | ||||
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See Condensed Notes to Consolidated Financial Statements. | 5 | |
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(In thousands) | September
30, 2004 |
September
30, 2003 |
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OPERATING ACTIVITIES | (Unaudited) | |||||
Net income | $ | 18,606 | $ | 18,472 | ||
Items not requiring (providing) cash | ||||||
Depreciation and amortization | 4,025 | 3,901 | ||||
Provision for loan losses | 6,095 | 6,589 | ||||
Net accretion of investment securities | 540 | 21 | ||||
Deferred income taxes | 2,675 | 1,069 | ||||
Provision for losses on foreclosed assets | 35 | 113 | ||||
Changes in | ||||||
Interest receivable | (1,888 | ) | (624 | ) | ||
Mortgage loans held for sale | 1,058 | 13,983 | ||||
Assets held in trading accounts | (2,059 | ) | (178 | ) | ||
Other assets | 2,324 | (469 | ) | |||
Accrued interest and other liabilities | 1,799 | (3,704 | ) | |||
Income taxes payable | (4,585 | ) | (1,244 | ) | ||
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Net cash provided by operating activities | 28,625 | 37,929 | ||||
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INVESTING ACTIVITIES | ||||||
Net originations of loans | (119,922 | ) | (75,258 | ) | ||
Purchase of branch location, net funds received | 4,892 | | ||||
Purchase of Alliance Bancorporation, Inc., net | (7,835 | ) | | |||
Purchase of premises and equipment, net | (6,874 | ) | (2,145 | ) | ||
Proceeds from sale of foreclosed assets | 2,425 | 1,211 | ||||
Proceeds from maturities of available-for-sale securities | 145,636 | 246,204 | ||||
Purchases of available-for-sale securities | (166,600 | ) | (342,210 | ) | ||
Proceeds from maturities of held-to-maturity securities | 37,334 | 153,337 | ||||
Purchases of held-to-maturity securities | (22,162 | ) | (99,958 | ) | ||
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Net cash used in investing activities | (133,106 | ) | (118,819 | ) | ||
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FINANCING ACTIVITIES | ||||||
Net increase in deposits | 21,818 | 5,453 | ||||
Net proceeds of short-term debt | 6,930 | 9,940 | ||||
Dividends paid | (6,071 | ) | (5,433 | ) | ||
Proceeds from issuance of long-term debt | 9,050 | 25,297 | ||||
Repayment of long-term debt | (8,258 | ) | (6,428 | ) | ||
Net decrease in federal funds purchased and securities | ||||||
sold under agreements to repurchase | (12,524 | ) | (1,924 | ) | ||
Repurchase of common stock, net | (1,562 | ) | (1,637 | ) | ||
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Net cash provided by financing activities | 9,383 | 25,268 | ||||
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DECREASE IN CASH AND CASH EQUIVALENTS | (95,098 | ) | (55,622 | ) | ||
CASH AND CASH EQUIVALENTS, | ||||||
BEGINNING OF YEAR | 201,615 | 191,545 | ||||
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CASH AND CASH EQUIVALENTS, END OF PERIOD | $ | 106,517 | $ | 135,923 | ||
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See Condensed Notes to Consolidated Financial Statements. | 6 | |
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(In thousands, except share data) | Common Stock |
Surplus |
Accumulated Other Comprehensive Income (loss) |
Undivided Profits |
Total | ||||||||||
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Balance, December 31, 2002 | $ | 7,071 | $ | 44,495 | $ | 2,231 | $ | 143,808 | $ | 197,605 | |||||
Comprehensive income | |||||||||||||||
Net income | | | | 18,472 | 18,472 | ||||||||||
Change in unrealized appreciation on | |||||||||||||||
available-for-sale securities, net of | |||||||||||||||
income tax credit of $1,191 | | | (1,809 | ) | | (1,809 | ) | ||||||||
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Comprehensive income | 16,663 | ||||||||||||||
Exercise of 35,400 split adjusted | |||||||||||||||
shares of stock options | 30 | 349 | | | 379 | ||||||||||
Securities exchanged under | |||||||||||||||
employee option plan | (12 | ) | (283 | ) | | | (295 | ) | |||||||
Repurchase of 82,000 split adjusted | |||||||||||||||
shares of common stock | (72 | ) | (1,649 | ) | | | (1,721 | ) | |||||||
Two for one stock split | 7,066 | (7,066 | ) | | | | |||||||||
Dividends paid - $0.385 per split adj. share | | | | (5,433 | ) | (5,433 | ) | ||||||||
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Balance, September 30, 2003 | 14,083 | 35,846 | 422 | 156,847 | 207,198 | ||||||||||
Comprehensive income | |||||||||||||||
Net income | | | | 5,318 | 5,318 | ||||||||||
Change in unrealized appreciation on | |||||||||||||||
available-for-sale securities, net of | |||||||||||||||
income tax credit of $425 | | | (708 | ) | | (708 | ) | ||||||||
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Comprehensive income | 4,610 | ||||||||||||||
Exercise of stock options - 22,800 shares | 23 | 259 | | | 282 | ||||||||||
Securities exchanged under | |||||||||||||||
employee option plan | (4 | ) | (117 | ) | | | (121 | ) | |||||||
Dividends paid - $0.14 per share | | | | (1,974 | ) | (1,974 | ) | ||||||||
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Balance, December 31, 2003 | 14,102 | 35,988 | (286 | ) | 160,191 | 209,995 | |||||||||
Comprehensive income | |||||||||||||||
Net income | | | | 18,606 | 18,606 | ||||||||||
Change in unrealized depreciation on | |||||||||||||||
available-for-sale securities, net of | |||||||||||||||
income taxes of $126 | | | 209 | | 209 | ||||||||||
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Comprehensive income | 18,815 | ||||||||||||||
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 - 42,297 shares | 36 | 591 | | | 627 | ||||||||||
Securities exchanged under | |||||||||||||||
employee option plan | (15 | ) | (442 | ) | | | (457 | ) | |||||||
Repurchase of common stock | |||||||||||||||
- 73,456 shares | (1 | ) | (1,783 | ) | | | (1,784 | ) | |||||||
Dividends paid - $0.42 per share | | | | (6,071 | ) | (6,071 | ) | ||||||||
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Balance, September 30, 2004 (Unaudited) | $ | 146 | $ | 62,659 | $ | (77 | ) | $ | 172,726 | $ | 235,454 | ||||
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See Condensed Notes to Consolidated Financial Statements. | 7 | |
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(Unaudited)
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 Companys 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 Companys Form 10-K annual report for 2003 filed with the Securities and Exchange Commission.
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 nine months ended September 30, 2004 and 2003.
Three
Months Ended September 30, |
Nine
Months Ended September 30, |
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(In thousands, except per share data) | 2004 | 2003 | 2004 | 2003 | ||||||||
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Net Income | $ | 6,907 | $ | 6,611 | $ | 18,606 | $ | 18,472 | ||||
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Average common shares outstanding | 14,608 | 14,093 | 14,484 | 14,123 | ||||||||
Average potential dilutive common shares | 328 | 273 | 328 | 273 | ||||||||
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Average diluted common shares | 14,936 | 14,366 | 14,812 | 14,396 | ||||||||
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Basic earnings per share | $ | 0.47 | $ | 0.47 | $ | 1.28 | $ | 1.31 | ||||
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Diluted earnings per share | $ | 0.47 | $ | 0.46 | $ | 1.26 | $ | 1.28 | ||||
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8
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 amortized cost and fair value of investment securities that are classified as held-to-maturity and available-for-sale are as follows:
September
30, 2004 |
December
31, 2003 |
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(In thousands) | Amortized Cost |
Gross Unrealized Gains |
Gross Unrealized (Losses) |
Estimated Fair Value |
Amortized Cost |
Gross Unrealized Gains |
Gross Unrealized (Losses) |
Estimated Fair Value |
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Held-to-Maturity | |||||||||||||||||||||||
U.S. Treasury | $ | 7,027 | $ | 38 | $ | (13 | ) | $ | 7,052 | $ | 12,583 | $ | 205 | $ | | $ | 12,788 | ||||||
U.S. Government | |||||||||||||||||||||||
agencies | 22,495 | 52 | (21 | ) | 22,526 | 30,017 | 194 | (30 | ) | 30,181 | |||||||||||||
Mortgage-backed | |||||||||||||||||||||||
securities | 494 | 9 | | 503 | 553 | 12 | | 565 | |||||||||||||||
State and political | |||||||||||||||||||||||
subdivisions | 126,822 | 2,283 | (205 | ) | 128,900 | 113,306 | 2,700 | (154 | ) | 115,852 | |||||||||||||
Other securities | 21,612 | | | 21,612 | 20,108 | | | 20,108 | |||||||||||||||
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$ | 178,450 | $ | 2,382 | $ | (239 | ) | $ | 180,593 | $ | 176,567 | $ | 3,111 | $ | (184 | ) | $ | 179,494 | ||||||
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Available-for-Sale | |||||||||||||||||||||||
U.S. Treasury | $ | 20,041 | $ | 28 | $ | (61 | ) | $ | 20,008 | $ | 16,252 | $ | 79 | $ | | $ | 16,331 | ||||||
U.S. Government | |||||||||||||||||||||||
agencies | 339,420 | 481 | (1,592 | ) | 338,309 | 282,190 | 1,019 | (2,537 | ) | 280,672 | |||||||||||||
Mortgage-backed | |||||||||||||||||||||||
securities | 4,529 | 37 | (89 | ) | 4,477 | 1,394 | 2 | (14 | ) | 1,382 | |||||||||||||
State and political | |||||||||||||||||||||||
subdivisions | 4,254 | 180 | | 4,434 | 4,575 | 274 | | 4,849 | |||||||||||||||
Other securities | 17,006 | 897 | | 17,903 | 11,425 | 724 | | 12,149 | |||||||||||||||
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$ | 385,250 | $ | 1,623 | $ | (1,742 | ) | $ | 385,131 | $ | 315,836 | $ | 2,098 | $ | (2,551 | ) | $ | 315,383 | ||||||
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9
The carrying value, which approximates the fair value, of securities pledged as collateral, to secure public deposits and for other purposes, amounted to $393,985,000 at September 30, 2004 and $355,456,000 at December 31, 2003.
The book value of securities sold under agreements to repurchase amounted to $63,444,000 and $67,659,000 for September 30, 2004 and December 31, 2003, respectively.
Income earned on securities for the nine months ended September 30, 2004 and 2003, is as follows:
(In thousands) | 2004
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2003
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Taxable | ||||||
Held-to-maturity | $ | 1,101 | $ | 2,241 | ||
Available-for-sale | 8,067 | 6,046 | ||||
Non-taxable | ||||||
Held-to-maturity | 3,600 | 3,535 | ||||
Available-for-sale | 183 | 193 | ||||
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Total | $ | 12,951 | $ | 12,015 | ||
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Maturities of investment securities at September 30, 2004 are as follows:
Held-to-Maturity | Available-for-Sale | |||||||||||
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(In thousands) | Amortized Cost |
Fair Value |
Amortized Cost |
Fair Value |
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One year or less | $ | 25,381 | $ | 25,543 | $ | 24,897 | $ | 25,018 | ||||
After one through five years | 71,471 | 72,191 | 244,170 | 243,311 | ||||||||
After five through ten years | 53,958 | 55,150 | 96,983 | 96,715 | ||||||||
After ten years | 6,028 | 6,097 | 2,194 | 2,184 | ||||||||
Other securities | 21,612 | 21,612 | 17,006 | 17,903 | ||||||||
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Total | $ | 178,450 | $ | 180,593 | $ | 385,250 | $ | 385,131 | ||||
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There were no gross realized gains or losses as of September 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
The various categories are summarized as follows:
(In thousands) | September
30, 2004 |
December
31, 2003 |
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Consumer | ||||||
Credit cards | $ | 152,198 | $ | 165,919 | ||
Student loans | 82,140 | 86,301 | ||||
Other consumer | 130,267 | 142,995 | ||||
Real Estate | ||||||
Construction | 148,561 | 111,567 | ||||
Single family residential | 311,281 | 261,936 | ||||
Other commercial | 483,467 | 408,452 | ||||
Commercial | ||||||
Commercial | 184,017 | 162,122 | ||||
Agricultural | 94,751 | 57,393 | ||||
Financial institutions | 2,249 | 6,370 | ||||
Other | 13,196 | 15,259 | ||||
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Total loans before allowance for loan losses | $ | 1,602,127 | $ | 1,418,314 | ||
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During the first nine months of 2004, foreclosed assets held for sale decreased $1,190,000 to $1,789,000 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 September 30, 2004, were $78,000, $10,214,000 and $1,372,000, respectively, bringing the total of non-performing assets to $13,453,000.
11
Transactions in the allowance for loan losses are as follows:
(In thousands) | September
30, 2004 |
December
31, 2003 |
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Balance, beginning of year | $ | 25,347 | $ | 21,948 | ||
Additions | ||||||
Provision charged to expense | 6,095 | 6,589 | ||||
ABI allowance for loan losses | 1,108 | | ||||
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32,550 | 28,537 | |||||
Deductions | ||||||
Losses charged to allowance, net of recoveries | ||||||
of $1,582 and $1,377 for the first nine months of | ||||||
2004 and 2003, respectively | 4,948 | 5,742 | ||||
|
|
|||||
Balance, September 30 | $ | 27,602 | 22,795 | |||
|
||||||
Additions | ||||||
Provision charged to expense | 2,197 | |||||
Allowance for loan losses of acquired branches | 2,964 | |||||
|
||||||
27,956 | ||||||
Deductions | ||||||
Losses charged to allowance, net of recoveries | ||||||
of $1,142 for the last three months of 2003 | 2,609 | |||||
|
||||||
Balance, end of year | $ | 25,347 | ||||
|
At September 30, 2004 and December 31, 2003, impaired loans totaled $16,289,000 and $19,033,000, respectively. All impaired loans had designated reserves for possible loan losses. Reserves relative to impaired loans at September 30, 2004, were $4,262,000 and $4,395,000 at December 31, 2003.
Approximately, $388,000 and $252,000 of interest income were recognized on average impaired loans of $19,520,000 and $17,060,000 as of September 30, 2004 and 2003, respectively. Interest recognized on impaired loans on a cash basis during the first nine months of 2004 and 2003 was immaterial.
12
The carrying basis and accumulated amortization of core deposits (net of core deposits that were fully amortized) at September 30, 2004 and December 31, 2003, were as follows:
(In thousands) | September
30, 2004 |
December
31, 2003 |
||||
|
||||||
Gross carrying amount | $ | 7,215 | $ | 5,854 | ||
Accumulated amortization | (1,180 | ) | (596 | ) | ||
|
|
|||||
Net | $ | 6,035 | $ | 5,258 | ||
|
|
Core deposit amortization expense recorded for the nine months ended September 30, 2004 and 2003, was $584,000 and $74,000, respectively. The Companys estimated annual 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.
As a result of the purchase of one financial center on June 25, 2004, the Company recorded additional goodwill and core deposits of $345,000 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 $14,690,000 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.
Time deposits include approximately $357,566,000 and $336,411,000 of certificates of deposit of $100,000 or more at September 30, 2004 and December 31, 2003, respectively.
13
The provision for income taxes is comprised of the following components:
(In thousands) | September
30, 2004 |
September
30, 2003 |
||||
|
||||||
Income taxes currently payable | $ | 6,008 | $ | 7,461 | ||
Deferred income taxes | 2,675 | 1,069 | ||||
|
|
|||||
Provision for income taxes | $ | 8,683 | $ | 8,530 | ||
|
|
The tax effects of temporary differences related to deferred taxes shown on the balance sheets are shown below:
(In thousands) | September
30, 2004 |
December
31, 2003 |
||||
|
||||||
Deferred tax assets | ||||||
Allowance for loan losses | $ | 8,438 | $ | 8,661 | ||
Valuation of foreclosed assets | 189 | 126 | ||||
Deferred compensation payable | 980 | 576 | ||||
FHLB advances | 191 | | ||||
Vacation compensation | 680 | 614 | ||||
Loan interest | 241 | 232 | ||||
Available-for-sale securities | 44 | 170 | ||||
Other | 160 | 303 | ||||
|
|
|||||
Total deferred tax assets | 10,923 | 10,682 | ||||
|
|
|||||
Deferred tax liabilities | ||||||
Accumulated depreciation | (950 | ) | (1,006 | ) | ||
Deferred loan fee income and expenses, net | (520 | ) | (96 | ) | ||
FHLB stock dividends | (745 | ) | (585 | ) | ||
Prepaid expenses | (627 | ) | | |||
Goodwill and core deposit amortization | (2,668 | ) | (1,217 | ) | ||
|
|
|||||
Total deferred tax liabilities | (5,510 | ) | (2,904 | ) | ||
|
|
|||||
Net deferred tax assets included in other | ||||||
assets on balance sheets | $ | 5,413 | $ | 7,778 | ||
|
|
14
A reconciliation of income tax expense at the statutory rate to the Companys actual income tax expense is shown below:
(In thousands) | September
30, 2004 |
September
30, 2003 |
||||
|
||||||
Computed at the statutory rate (35%) | $ | 9,551 | $ | 9,457 | ||
Increase (decrease) resulting from: | ||||||
Tax exempt income | (1,496 | ) | (1,492 | ) | ||
Other differences, net | 628 | 565 | ||||
|
|
|||||
Actual tax provision | $ | 8,683 | $ | 8,530 | ||
|
|
Long-term debt at September 30, 2004 and December 31, 2003, consisted of the following components:
(In thousands) | September
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. | $ | 6,000 | $ | 8,000 | ||
FHLB advances, due 2004 to 2023, 1.02% to 8.41% | ||||||
secured by residential real estate loans. | 59,775 | 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 | ||||
|
|
|||||
$ | 114,489 | $ | 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 trusts 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 Companys 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 trusts obligations under the trust securities issued by each respective trust.
Aggregate annual maturities of long-term debt at September 30, 2004, are:
(In thousands) | Year |
Annual Maturities |
|||
|
|||||
2004 | $ | 2,919 | |||
2005 | 11,803 | ||||
2006 | 13,047 | ||||
2007 | 11,292 | ||||
2008 | 7,003 | ||||
Thereafter | 68,425 | ||||
|
|||||
Total | $ | 114,489 | |||
|
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.
At the Companys 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.
16
The Companys 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 September 30, 2004, the Companys bank subsidiaries had approximately $18 million available for payment of dividends to the Company, without prior approval of the regulatory agencies.
The Federal Reserve Boards 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 September 30, 2004, each of the eight subsidiary banks met the capital standards for a well-capitalized institution. The Companys total risk-based capital ratio was 14.41% at September 30, 2004.
At September 30, 2004, the Company had stock options outstanding of 702,600 shares and stock options exercisable of 561,855 shares. During the first nine months of 2004, there were 42,297 shares issued upon exercise of stock options, options for 21,503 shares were forfeited or expired and 68,000 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 nine months of 2004.
Nine
Months Ended September 30, |
||||||
(In thousands) | 2004
|
2003
|
||||
|
||||||
Interest paid | $ | 22,137 | $ | 23,608 | ||
Income taxes paid | $ | 4,561 | $ | 5,648 |
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 Companys 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
The Company grants agribusiness, commercial, consumer, and residential loans to their customers. Included in the Companys diversified loan portfolio is unsecured debt in the form of credit card receivables that comprised approximately 9.5% and 11.7% of the portfolio, as of September 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 customers creditworthiness is evaluated on a case-by-case basis. The amount of collateral obtained, if deemed necessary, is based on managements 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 September 30, 2004, the Company had outstanding commitments to extend credit aggregating approximately $200,386,000 and $239,052,000 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 $17,308,000 and $14,180,000 at September 30, 2004 and December 31, 2003, respectively, with terms ranging from 90 days to three years. At September 30, 2004 and December 31, 2003 the Companys deferred revenue under standby letter of credit agreements is approximately $76,000 and $160,000, respectively.
18
Audit Committee, Board of Directors
and Stockholders
Simmons First National Corporation
Pine Bluff, Arkansas
We have reviewed the accompanying consolidated balance sheet of SIMMONS FIRST NATIONAL CORPORATION as of September 30, 2004, and the related consolidated statements of income for the three-month and nine-month periods ended September 30, 2004 and 2003 and cash flows and stockholders equity for the nine-month periods ended September 30, 2004 and 2003. These interim financial statements are the responsibility of the Companys 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
October 26, 2004
19
Item 2: |
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
Simmons First National Corporation recorded earnings of $6,907,000, or $0.47 diluted earnings per share for the third quarter of 2004, compared to earnings of $6,611,000, or $0.46 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 September 30, 2004, was 1.14% and 11.79%, compared to 1.31% and 12.65%, respectively, for the same period in 2003.
Earnings for the nine-month period ended September 30, 2004, were $18,606,000, or $1.26 per diluted share. These earnings reflect an increase of $134,000, but a decrease of $0.02 per share, when compared to the nine-month period ended September 30, 2003, earnings of $18,472,000, or $1.28 per diluted share. Annualized return on average assets and annualized return on average stockholders equity for the nine-month period ended September 30, 2004, was 1.06% and 10.98%, compared to 1.24% and 12.10%, 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 $18,003,000 (reported earnings of $18,472,000 less $469,000 after-tax gain) or a $603,000 increase in earnings or $0.01 diluted earnings per share for the nine-month period ended September 30, 2004. Refer to the Sale of Mortgage Servicing discussion for additional information regarding the Companys nonrecurring gain.
An analysis of 2004 versus 2003 comparative 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. In 2004 the level of service charges on deposits and the year-to-date increase in income from student loan premiums offset the reduced demand in the mortgage production and investment banking operations. As a result, 2004 earnings per share when compared to 2003 were relatively 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 September 30, 2004, were $2.418 billion, an increase of $182.5 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 third quarter of 2004, which includes the merger of ABI, was $235.4 million, a $25.5 million, or 12.1%, increase from December 31, 2003.
The allowance for loan losses as a percent of total loans equaled 1.72% and 1.79% as of September 30, 2004 and December 31, 2003, respectively. As of September 30, 2004, non-performing loans equaled 0.72% of total loans compared to 0.82% as of year-end 2003. As of September 30, 2004, the allowance for loan losses equaled 238% 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 Companys eight banks conduct financial operations from 80 offices, of which 78 are financial centers, located in 45 communities.
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 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.
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 managements 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 Companys 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 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.
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.
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.
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
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 sales 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 $1.25 diluted earnings per share for the nine months ended September 30, 2003.
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. The systems integration for the 2004 mergers and acquisitions were completed during the second quarter of 2004.
Net interest income, the Companys 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 September 30, 2004 and 2003).
23
For the three-month period ended September 30, 2004, net interest income on a fully taxable equivalent basis was $22.9 million, an increase of $2.3 million, or 11%, from the same period in 2003. The increase in net interest income was the result of a $3.0 million increase in interest income and a $762,000 increase in interest expense.
The $3.0 million increase in interest income primarily is the result of a $349 million increase in average interest earning assets associated with the acquisitions and internal growth, which was offset by the 37 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 $5.0 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 $127 million from acquisitions and internal growth, respectively. The lower interest rates accounted for a $1.9 million reduction in interest income. The most significant component of this reduction was the $1.5 million decrease associated with the repricing of the Companys 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 Companys loan portfolio reprices in one year or less. As a result, the average rate paid on the loan portfolio decreased 42 basis points from 6.74% to 6.32%.
The $762,000 increase in interest expense is the result of a $323 million increase in average interest bearing liabilities associated with the acquisitions, debt issued to capital trusts and internal growth, which was offset by the 14 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 $1.4 million increase in interest expense. More specifically, the higher level of average interest bearing liabilities was the result of increases of approximately $231 million, $30 million and $62 million from acquisitions, debt issued to capital trusts and internal growth, respectively. The lower interest rates accounted for a $601,000 reduction of interest expense. The most significant component of this reduction was the $678,000 decrease associated with managements ability to reprice the Companys 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 Companys time deposits reprice in one year or less. As a result, the average rate paid on time deposits decreased 31 basis points from 2.33% to 2.02%.
24
For the nine-month period ended September 30, 2004, net interest income on a fully taxable equivalent basis was $65.8 million, an increase of $5.4 million, or 9.0%, from the same period in 2003. The increase in net interest income was the result of a $4.7 million increase in interest income and a $665,000 decrease in interest expense.
The $4.7 million increase in interest income primarily is the result of a $322 million increase in average interest earning assets associated with the acquisitions and internal growth, which was offset by the 62 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 $13.8 million improvement in interest income. More specifically, the higher level of average interest earning assets was the result of increases of approximately $185 million and $137 million from acquisitions and internal growth, respectively. The lower interest rates accounted for a $9.0 million reduction in interest income. The most significant component of this reduction was the $7.1 million decrease associated with the repricing of the Companys 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 Companys loan portfolio reprices in one year or less. As a result, the average rate paid on the loan portfolio decreased 70 basis points from 7.03% to 6.33%.
The $665,000 decrease in interest expense is the result a $290 million increase in average interest bearing liabilities associated with the acquisitions, debt issued to capital trusts and internal growth, which was offset by the 37 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 $4.1 million increase in interest expense. More specifically, the higher level of average interest bearing liabilities was the result of increases of approximately $201 million, $30 million and $59 million from acquisitions, debt issued to capital trusts and internal growth, respectively. The lower interest rates accounted for a $4.7 million reduction of interest expense. The most significant component of this reduction was the $3.4 million decrease associated with managements ability to reprice the Companys 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 Companys time deposits reprice in one year or less. As a result, the average rate paid on time deposits decreased 53 basis points from 2.55% to 2.02%.
The Companys net interest margin decreased 27 basis points to 4.16% for the three-month period ended September 30, 2004, when compared to 4.43% for the same period in 2003. The Companys net interest margin also decreased 33 basis points to 4.08% for the nine-month period ended September 30, 2004, when compared to 4.41% 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 Companys loan portfolio, two of the higher yielding loan products, credit cards and consumer lending, decreased approximately $17 million from September 30, 2003 to September 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
Table 1 and 2 reflect an analysis of net interest income on a fully taxable equivalent basis for the three-month and nine-month periods ended September 30, 2004 and 2003, respectively, as well as changes in fully taxable equivalent net interest margin for the three-month and nine-month periods ended September 30, 2004 versus September 30, 2003.
Table 1: Analysis of Net Interest
Income
(FTE =Fully Taxable Equivalent)
Three
Months Ended September 30, |
Nine
Months Ended September 30, |
|||||||||||
(In thousands) | 2004 | 2003 | 2004 | 2003 | ||||||||
|
||||||||||||
Interest income | $ | 29,785 | $ | 26,770 | $ | 85,565 | $ | 80,850 | ||||
FTE adjustment | 820 | 773 | 2,398 | 2,343 | ||||||||
|
|
|
|
|||||||||
Interest income - FTE | 30,605 | 27,543 | 87,963 | 83,193 | ||||||||
Interest expense | 7,668 | 6,906 | 22,183 | 22,848 | ||||||||
|
|
|
|
|||||||||
Net interest income FTE | $ | 22,937 | $ | 20,637 | $ | 65,780 | $ | 60,345 | ||||
|
|
|
|
|||||||||
Yield on earning assets FTE | 5.55 | % | 5.92 | % | 5.46 | % | 6.08 | % | ||||
Cost of interest bearing liabilities | 1.64 | % | 1.78 | % | 1.63 | % | 2.00 | % | ||||
Net interest spread FTE | 3.91 | % | 4.14 | % | 3.83 | % | 4.08 | % | ||||
Net interest margin FTE | 4.16 | % | 4.43 | % | 4.08 | % | 4.41 | % |
(In thousands) | Three
Months Ended September 30, 2004 vs. 2003 |
Nine
Months Ended September 30, 2004 vs. 2003 |
||||
|
||||||
Increase due to change in earning assets | $ | 4,989 | $ | 13,795 | ||
Decrease due to change in earning asset yields | (1,927 | ) | (9,025 | ) | ||
Decrease due to change in interest | ||||||
bearing liabilities | (1,363 | ) | (4,083 | ) | ||
Increase due to change in interest rates | ||||||
paid on interest bearing liabilities | 601 | 4,748 | ||||
|
|
|||||
Increase in net interest income | $ | 2,300 | $ | 5,435 | ||
|
|
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 nine-month periods ended September 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.
Three Months Ended September 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 | $ | 13,817 | $ | 34 | 0.98 | $ | 35,458 | $ | 74 | 0.83 | ||||||||
Federal funds sold | 36,389 | 140 | 1.53 | 27,363 | 72 | 1.04 | ||||||||||||
Investment securities - taxable | 426,355 | 3,202 | 2.99 | 322,947 | 2,806 | 3.45 | ||||||||||||
Investment securities - non-taxable | 130,773 | 2,021 | 6.15 | 116,603 | 1,896 | 6.45 | ||||||||||||
Mortgage loans held for sale | 10,211 | 159 | 6.19 | 28,901 | 358 | 4.91 | ||||||||||||
Assets held in trading accounts | 236 | 2 | 3.37 | 2,306 | 24 | 4.13 | ||||||||||||
Loans | 1,577,821 | 25,047 | 6.32 | 1,313,382 | 22,313 | 6.74 | ||||||||||||
|
|
|
|
|||||||||||||||
Total interest earning assets | 2,195,602 | 30,605 | 5.55 | 1,846,960 | 27,543 | 5.92 | ||||||||||||
|
|
|||||||||||||||||
Non-earning assets | 206,986 | 155,175 | ||||||||||||||||
|
|
|||||||||||||||||
Total assets | $ | 2,402,588 | $ | 2,002,135 | ||||||||||||||
|
|
|||||||||||||||||
LIABILITIES AND | ||||||||||||||||||
STOCKHOLDERS EQUITY | ||||||||||||||||||
Liabilities | ||||||||||||||||||
Interest bearing liabilities | ||||||||||||||||||
Interest bearing transaction | ||||||||||||||||||
and savings accounts | $ | 740,559 | $ | 1,269 | 0.68 | $ | 562,674 | $ | 990 | 0.70 | ||||||||
Time deposits | 898,202 | 4,555 | 2.02 | 808,329 | 4,738 | 2.33 | ||||||||||||
|
|
|
|
|||||||||||||||
Total interest bearing deposits | 1,638,761 | 5,824 | 1.41 | 1,371,003 | 5,728 | 1.66 | ||||||||||||
Federal funds purchased and | ||||||||||||||||||
securities sold under agreement | ||||||||||||||||||
to repurchase | 91,950 | 302 | 1.31 | 89,986 | 244 | 1.08 | ||||||||||||
Other borrowed funds | ||||||||||||||||||
Short-term debt | 19,967 | 94 | 1.87 | 4,220 | 26 | 2.44 | ||||||||||||
Long-term debt | 111,025 | 1,448 | 5.19 | 73,834 | 908 | 4.88 | ||||||||||||
|
|
|
|
|||||||||||||||
Total interest bearing liabilities | 1,861,703 | 7,668 | 1.64 | 1,539,043 | 6,906 | 1.78 | ||||||||||||
|
|
|||||||||||||||||
Non-interest bearing liabilities | ||||||||||||||||||
Non-interest bearing deposits | 292,578 | 242,271 | ||||||||||||||||
Other liabilities | 15,263 | 13,499 | ||||||||||||||||
|
|
|||||||||||||||||
Total liabilities | 2,169,544 | 1,794,813 | ||||||||||||||||
Stockholders equity | 233,044 | 207,322 | ||||||||||||||||
|
|
|||||||||||||||||
Total liabilities and | ||||||||||||||||||
stockholders equity | $ | 2,402,588 | $ | 2,002,135 | ||||||||||||||
|
|
|||||||||||||||||
Net interest spread | 3.91 | 4.14 | ||||||||||||||||
Net interest margin | $ | 22,937 | 4.16 | $ | 20,637 | 4.43 | ||||||||||||
|
|
27
Nine Months Ended September 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 | $ | 35,946 | $ | 228 | 0.85 | $ | 47,917 | $ | 365 | 1.02 | ||||||||
Federal funds sold | 55,211 | 445 | 1.08 | 55,147 | 446 | 1.08 | ||||||||||||
Investment securities - taxable | 410,123 | 9,169 | 2.99 | 304,098 | 8,287 | 3.64 | ||||||||||||
Investment securities - non-taxable | 126,284 | 5,905 | 6.25 | 117,030 | 5,763 | 6.58 | ||||||||||||
Mortgage loans held for sale | 10,223 | 445 | 5.81 | 26,175 | 1,010 | 5.16 | ||||||||||||
Assets held in trading accounts | 531 | 6 | 1.51 | 1,392 | 33 | 3.17 | ||||||||||||
Loans | 1,514,252 | 71,765 | 6.33 | 1,278,930 | 67,289 | 7.03 | ||||||||||||
|
|
|
|
|||||||||||||||
Total interest earning assets | 2,152,570 | 87,963 | 5.46 | 1,830,689 | 83,193 | 6.08 | ||||||||||||
|
|
|||||||||||||||||
Non-earning assets | 198,423 | 153,020 | ||||||||||||||||
|
|
|||||||||||||||||
Total assets | $ | 2,350,993 | $ | 1,983,709 | ||||||||||||||
|
|
|||||||||||||||||
LIABILITIES AND | ||||||||||||||||||
STOCKHOLDERS EQUITY | ||||||||||||||||||
Liabilities | ||||||||||||||||||
Interest bearing liabilities | ||||||||||||||||||
Interest bearing transaction | ||||||||||||||||||
and savings accounts | $ | 717,643 | $ | 3,496 | 0.65 | $ | 568,227 | $ | 3,580 | 0.84 | ||||||||
Time deposits | 888,852 | 13,446 | 2.02 | 806,000 | 15,376 | 2.55 | ||||||||||||
|
|
|
|
|||||||||||||||
Total interest bearing deposits | 1,606,495 | 16,942 | 1.41 | 1,374,227 | 18,956 | 1.84 | ||||||||||||
Federal funds purchased and | ||||||||||||||||||
securities sold under agreement | ||||||||||||||||||
to repurchase | 90,206 | 756 | 1.12 | 80,994 | 661 | 1.09 | ||||||||||||
Other borrowed funds | ||||||||||||||||||
Short-term debt | 11,626 | 134 | 1.54 | 2,622 | 38 | 1.94 | ||||||||||||
Long-term debt | 110,131 | 4,351 | 5.28 | 70,629 | 3,193 | 6.04 | ||||||||||||
|
|
|
|
|||||||||||||||
Total interest bearing liabilities | 1,818,458 | 22,183 | 1.63 | 1,528,472 | 22,848 | 2.00 | ||||||||||||
|
|
|||||||||||||||||
Non-interest bearing liabilities | ||||||||||||||||||
Non-interest bearing deposits | 290,019 | 237,054 | ||||||||||||||||
Other liabilities | 16,248 | 14,026 | ||||||||||||||||
|
|
|||||||||||||||||
Total liabilities | 2,124,725 | 1,779,552 | ||||||||||||||||
Stockholders equity | 226,268 | 204,157 | ||||||||||||||||
|
|
|||||||||||||||||
Total liabilities and | ||||||||||||||||||
stockholders equity | $ | 2,350,993 | $ | 1,983,709 | ||||||||||||||
|
|
|||||||||||||||||
Net interest spread | 3.83 | 4.08 | ||||||||||||||||
Net interest margin | $ | 65,780 | 4.08 | $ | 60,345 | 4.41 | ||||||||||||
|
|
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 nine-month periods ended September 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.
Three
Months Ended Sept. 30, 2004 over 2003 |
Nine
Months Ended Sept. 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 | $ | (51 | ) | $ | 11 | $ | (40 | ) | $ | (82 | ) | $ | (55 | ) | $ | (137 | ) | |
Federal funds sold | 29 | 39 | 68 | 1 | (2 | ) | (1 | ) | ||||||||||
Investment securities - taxable | 812 | (416 | ) | 396 | 2,546 | (1,664 | ) | 882 | ||||||||||
Investment securities - non-taxable | 222 | (97 | ) | 125 | 442 | (300 | ) | 142 | ||||||||||
Mortgage loans held for sale | (274 | ) | 75 | (199 | ) | (680 | ) | 115 | (565 | ) | ||||||||
Assets held in trading accounts | (19 | ) | (3 | ) | (22 | ) | (15 | ) | (12 | ) | (27 | ) | ||||||
Loans | 4,270 | (1,536 | ) | 2,734 | 11,583 | (7,107 | ) | 4,476 | ||||||||||
|
|
|
|
|
|
|||||||||||||
Total | 4,989 | (1,927 | ) | 3,062 | 13,795 | (9,025 | ) | 4,770 | ||||||||||
|
|
|
|
|
|
|||||||||||||
Interest expense | ||||||||||||||||||
Interest bearing transaction and | ||||||||||||||||||
savings accounts | 306 | (27 | ) | 279 | 827 | (911 | ) | (84 | ) | |||||||||
Time deposits | 495 | (678 | ) | (183 | ) | 1,472 | (3,402 | ) | (1,930 | ) | ||||||||
Federal funds purchased | ||||||||||||||||||
and securities sold under | ||||||||||||||||||
agreements to repurchase | 5 | 53 | 58 | 77 | 18 | 95 | ||||||||||||
Other borrowed funds | ||||||||||||||||||
Short-term debt | 75 | (7 | ) | 68 | 105 | (9 | ) | 96 | ||||||||||
Long-term debt | 482 | 58 | 540 | 1,602 | (444 | ) | 1,158 | |||||||||||
|
|
|
|
|
|
|||||||||||||
Total | 1,363 | (601 | ) | 762 | 4,083 | (4,748 | ) | (665 | ) | |||||||||
|
|
|
|
|
|
|||||||||||||
Increase (decrease) in net | ||||||||||||||||||
interest income | $ | 3,626 | $ | (1,326 | ) | $ | 2,300 | $ | 9,712 | $ | (4,277 | ) | $ | 5,435 | ||||
|
|
|
|
|
|
29
The provision for loan losses represents managements determination of the amount necessary to be charged against the current periods 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 September 30, 2004, was $1.9 million, compared to the $2.2 million for the three-month period ended September 30, 2003. The provision for the nine-month period ended September 30, 2004, was $6.1 million, compared to the $6.6 million for the nine-month period ended September 30, 2003. While the 2004 provision amounts are comparable to 2003, the slight decreases reflect the Companys overall improvement in asset quality ratios offset by the growth in the loan portfolio.
Total non-interest income was $10.4 million for the three-month period ended September 30, 2004, compared to $9.9 million for the same period in 2003. For the nine-months ended September 30, 2004, non-interest income was $30.9 million compared to the $29.7 million reported for the same period ended September 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 Companys nonrecurring gain.
Table 5 shows non-interest income for the three-month and nine-month periods ended September 30, 2004 and 2003, respectively, as well as changes in 2004 from 2003.
(In thousands) |
Three Months Ended Sept. 30, |
2004 Change from 2003 |
Nine Months Ended Sept. 30, |
2004 Change from 2003 |
||||||||||||||||||||
|
|
|||||||||||||||||||||||
2004 | 2003 | 2004 | 2003 | |||||||||||||||||||||
|
||||||||||||||||||||||||
Trust income | $ | 1,388 | $ | 1,317 | $ | 71 | 5.39 | % | $ | 4,021 | $ | 4,059 | $ | (38 | ) | (0.94 | )% | |||||||
Service charges on | ||||||||||||||||||||||||
deposit accounts | 3,928 | 2,786 | 1,142 | 40.99 | 10,922 | 7,879 | 3,043 | 38.62 | ||||||||||||||||
Other service charges and fees | 571 | 299 | 272 | 90.97 | 1,634 | 1,095 | 539 | 49.22 | ||||||||||||||||
Income on sale of mortgage loans, | ||||||||||||||||||||||||
net of commissions | 814 | 1,512 | (698 | ) | (46.16 | ) | 2,610 | 4,139 | (1,529 | ) | (36.94 | ) | ||||||||||||
Income on investment banking, | ||||||||||||||||||||||||
net of commissions | 101 | 388 | (287 | ) | (73.97 | ) | 514 | 1,516 | (1,002 | ) | (66.09 | ) | ||||||||||||
Credit card fees | 2,544 | 2,495 | 49 | 1.96 | 7,371 | 7,326 | 45 | 0.61 | ||||||||||||||||
Student loan premiums | 417 | 541 | (124 | ) | (22.92 | ) | 1,867 | 1,171 | 696 | 59.44 | ||||||||||||||
Other income | 656 | 610 | 46 | 7.54 | 1,918 | 1,712 | 206 | 12.03 | ||||||||||||||||
Gain on sale of mortgage servicing | | | | | | 771 | (771 | ) | (100.00 | ) | ||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
Total non-interest income | $ | 10,419 | $ | 9,948 | $ | 471 | 4.73 | % | $ | 30,857 | $ | 29,668 | $ | 1,189 | 4.01 | % | ||||||||
|
|
|
|
|
|
30
Recurring fee income for the three-month period ended September 30, 2004, was $8.4 million, an increase of $1.5 million, or 22.2% from the three-month period ended September 30, 2003. Recurring fee income for the nine-month period ended September 30, 2004, was $23.9 million, an increase of $3.6 million, or 17.6% from the nine-month period ended September 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 Companys deposit accounts. The increase from new product offerings is primarily associated with the Companys overdraft protection program, which accounted for approximately half of the increase on service charges on deposit accounts for 2004.
The growth in student loan income 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 Companys 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 nine month periods ended September 30, 2004, income on the sale of mortgage loans has decreased $698,000 or 46.2% and $1.5 million or 36.9% 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 expects to see a lower volume of mortgage production throughout the remainder of 2004 compared to 2003.
During the three and nine month periods ended September 30, 2004, income on investment banking decreased $287,000 or 74.0% and $1.0 million or 66.1% 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 operations.
The aggregate earnings per share effect of the decreases associated with the mortgage production revenues and the fees associated with the investment banking operations, resulted in an decrease of approximately $0.04 and $0.10 per diluted share for the three and nine months ended September 30, 2004, respectively, versus the same periods during 2003.
31
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 nine-month periods ended September 30, 2004, were $20.6 million and $60.9 million, an increase of $2.6 million or 14.7% and $6.8 million or 12.5%, 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 4.7% and 4.2% for the three-month and nine-month periods ended September 30, 2004.
Table 6 shows non-interest expense for the three-month and nine-month periods ended September 30, 2004 and 2003, respectively, as well as changes in 2004 from 2003.
32
(In thousands) |
Three Months Ended Sept. 30, |
2004 Change from 2003 |
Nine Months Ended Sept. 30, |
2004 Change from 2003 |
||||||||||||||||||||
|
|
|||||||||||||||||||||||
2004 | 2003 | 2004 | 2003 | |||||||||||||||||||||
|
||||||||||||||||||||||||
Salaries and employee benefits | $ | 12,091 | $ | 10,789 | $ | 1,302 | 12.07 | % | $ | 36,176 | $ | 32,134 | 4,042 | 12.58 | % | |||||||||
Occupancy expense, net | 1,431 | 1,259 | 172 | 13.66 | 4,126 | 3,862 | 264 | 6.84 | ||||||||||||||||
Furniture and equipment expense | 1,445 | 1,329 | 116 | 8.73 | 4,202 | 3,930 | 272 | 6.92 | ||||||||||||||||
Loss on foreclosed assets | 49 | 36 | 13 | 36.11 | 230 | 198 | 32 | 16.16 | ||||||||||||||||
Other operating expenses | ||||||||||||||||||||||||
Professional services | 560 | 443 | 117 | 26.41 | 1,542 | 1,425 | 117 | 8.21 | ||||||||||||||||
Postage | 572 | 474 | 98 | 20.68 | 1,710 | 1,479 | 231 | 15.62 | ||||||||||||||||
Telephone | 489 | 375 | 114 | 30.40 | 1,329 | 1,104 | 225 | 20.38 | ||||||||||||||||
Credit card expenses | 591 | 627 | (36 | ) | (5.74 | ) | 1,774 | 1,674 | 100 | 5.97 | ||||||||||||||
Operating supplies | 339 | 310 | 29 | 9.35 | 1,137 | 1,035 | 102 | 9.86 | ||||||||||||||||
Deposit insurance | 76 | 67 | 9 | 13.43 | 216 | 203 | 13 | 6.40 | ||||||||||||||||
Amortization of intangibles | 203 | 23 | 180 | 782.61 | 579 | 74 | 505 | 682.43 | ||||||||||||||||
Other expense | 2,749 | 2,216 | 533 | 24.05 | 7,834 | 6,961 | 873 | 12.54 | ||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
Total non-interest expense | $ | 20,595 | $ | 17,948 | $ | 2,647 | 14.75 | % | $ | 60,855 | $ | 54,079 | $ | 6,776 | 12.53 | % | ||||||||
|
|
|
|
|
|
The Companys loan portfolio averaged $1.514 billion and $1.279 billion during the first nine months of 2004 and 2003, respectively. As of September 30, 2004, total loans were $1.602 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 $364.6 million at September 30, 2004, or 22.8% 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 September 30, 2004 is the result of the Companys lower credit card portfolio, indirect lending and student loans. The consumer market, particularly credit card and indirect lending, continues to be one of the Companys 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.
Real estate loans consist of construction loans, single-family residential loans and commercial loans. Real estate loans were $943.3 million at September 30, 2004, or 58.9% 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 $281.0 million at September 30, 2004, or 17.5% 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.
(In thousands) | September
30, 2004 |
December
31, 2003 |
||||
|
||||||
Consumer | ||||||
Credit cards | $ | 152,198 | $ | 165,919 | ||
Student loans | 82,140 | 86,301 | ||||
Other consumer | 130,267 | 142,995 | ||||
Real Estate | ||||||
Construction | 148,561 | 111,567 | ||||
Single family residential | 311,291 | 261,936 | ||||
Other commercial | 483,457 | 408,452 | ||||
Commercial | ||||||
Commercial | 184,017 | 162,122 | ||||
Agricultural | 94,751 | 57,393 | ||||
Financial institutions | 2,249 | 6,370 | ||||
Other | 13,196 | 15,259 | ||||
|
|
|||||
Total loans | $ | 1,602,127 | $ | 1,418,314 | ||
|
|
34
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 September 30, 2004, impaired loans were $16.3 million compared to $19.0 million at December 31, 2003. This decrease in impaired loans primarily relates to one large borrower, which is no longer internally classified by management offset by the $600,000 increase from the ABI acquisition completed in the first quarter of 2004.
35
Table 8 presents information concerning non-performing assets, including nonaccrual and other real estate owned.
(In thousands) | September
30, 2004 |
December
31, 2003 |
||||
|
||||||
Nonaccrual loans | $ | 10,214 | $ | 10,049 | ||
Loans past due 90 days or more | ||||||
(principal or interest payments) | 1,372 | 1,518 | ||||
|
|
|||||
Total non-performing loans | 11,586 | 11,567 | ||||
|
|
|||||
Other non-performing assets | ||||||
Foreclosed assets held for sale | 1,789 | 2,979 | ||||
Other non-performing assets | 78 | 393 | ||||
|
|
|||||
Total other non-performing assets | 1,867 | 3,372 | ||||
|
|
|||||
Total non-performing assets | $ | 13,453 | $ | 14,939 | ||
|
|
|||||
Allowance for loan losses to | ||||||
non-performing loans | 238.24 | % | 219.13 | % | ||
Non-performing loans to total loans | 0.72 | % | 0.82 | % | ||
Non-performing assets to total assets | 0.56 | % | 0.67 | % |
Approximately $485,000 and $560,000 of interest income would have been recorded for the nine-month periods ended September 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 nine-month periods ended September 30, 2004 and 2003.
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 Companys portfolio. The allowance for loan losses is determined monthly based on managements 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 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.
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.
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.
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.
(In thousands) | 2004
|
2003
|
||||
|
||||||
Balance, beginning of year | $ | 25,347 | $ | 21,948 | ||
|
|
|||||
Loans charged off | ||||||
Credit cards | 3,583 | 3,519 | ||||
Other consumer | 1,577 | 1,443 | ||||
Real estate | 845 | 917 | ||||
Commercial | 525 | 1,240 | ||||
|
|
|||||
Total loans charged off | 6,530 | 7,119 | ||||
|
|
|||||
Recoveries of loans previously charged off | ||||||
Credit cards | 514 | 522 | ||||
Other consumer | 516 | 512 | ||||
Real estate | 202 | 114 | ||||
Commercial | 350 | 229 | ||||
|
|
|||||
Total recoveries | 1,582 | 1,377 | ||||
|
|
|||||
Net loans charged off | 4,948 | 5,742 | ||||
ABI allowance for loan losses | 1,108 | | ||||
Provision for loan losses | 6,095 | 6,589 | ||||
|
|
|||||
Balance, September 30 | $ | 27,602 | $ | 22,795 | ||
|
|
|||||
Loans charged off | ||||||
Credit cards | 1,186 | |||||
Other consumer | 544 | |||||
Real estate | 587 | |||||
Commercial | 1,434 | |||||
|
||||||
Total loans charged off | 3,751 | |||||
|
||||||
Recoveries of loans previously charged off | ||||||
Credit cards | 148 | |||||
Other consumer | 132 | |||||
Real estate | 104 | |||||
Commercial | 758 | |||||
|
||||||
Total recoveries | 1,142 | |||||
|
||||||
Net loans charged off | 2,609 | |||||
Allowance for loan losses of | ||||||
acquired branches | 2,964 | |||||
Provision for loan losses | 2,197 | |||||
|
||||||
Balance, end of year | $ | 25,347 | ||||
|
38
The amount of provision to the allowance during the nine-month periods ended September 30, 2004 and 2003, and for the year ended 2003, was based on managements 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 managements practice to review the allowance on a monthly basis to determine whether changes in the level of provisions should be made to the allowance after considering the factors noted above.
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 nine months ended September 30, 2004, the Company experienced an increase in the real estate allocation of the allowance for loan losses. This increase is primarily the result of internal loan growth in the real estate portfolio combined with the ABI acquisition during the first quarter of 2004, which was offset by a decrease associated with one large borrower, which is no longer internally classified by management and the payoff of another classified real estate loan. The increase in the unallocated allowance is primarily associated with the one large borrower, which is no longer internally classified by management. The increase in the credit card allocation is primarily associated with a decision by management to increase the percentage allocation to this product type to reflect the current loss rate. The allocation of allowance for loan losses for other consumer loans and commercial loans for September 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 September 30, 2004.
An analysis of the allocation of allowance for loan losses is presented in Table 10.
September 30, 2004 | December 31, 2003 | |||||||||||
|
|
|||||||||||
(In thousands) | Allowance Amount |
% of loans* |
Allowance Amount |
% of loans* |
||||||||
|
||||||||||||
Credit cards | $ | 4,272 | 9.5 | % | $ | 3,913 | 11.7 | % | ||||
Other consumer | 1,120 | 13.3 | % | 1,597 | 16.2 | % | ||||||
Real estate | 9,361 | 58.9 | % | 8,723 | 55.1 | % | ||||||
Commercial | 5,606 | 17.5 | % | 5,113 | 15.9 | % | ||||||
Other | | 0.8 | % | 4 | 1.1 | % | ||||||
Unallocated | 7,243 | 5,997 | ||||||||||
|
|
|||||||||||
Total | $ | 27,602 | 100.0 | % | $ | 25,347 | 100.0 | % | ||||
|
|
*Percentage of loans in each category to total loans.
39
Deposits are the Companys primary source of funding for earning assets and are primarily developed through the Companys network of 78 financial centers as of September 30, 2004. The Company offers a variety of products designed to attract and retain customers with a continuing focus on developing core deposits. The Companys core deposits consist of all deposits excluding time deposits of $100,000 or more. As of September 30, 2004, core deposits comprised 81.6% of the Companys 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 $21.8 million and $116.9 million, respectively, for a total increase of $138.7 million. More specifically, total deposits as of September 30, 2004, were $1.942 billion versus $1.803 billion on December 31, 2003.
As of September 30, 2004, the Companys total time deposits increased $1.1 million and $41.8 million as a result of internal deposit growth and acquired deposits, respectively, to $905.1 million from $862.2 million at December 31, 2003. Non-interest bearing transaction accounts decreased $2.2 million and increased $19.5 million as a result of internal deposit reduction and acquired deposits, respectively, to $287.6 million compared to $270.3 million at December 31, 2003. Interest bearing transaction and savings accounts was $749.5 million, which is a $22.9 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.
During the nine month period ended September 30, 2004, the Company increased long-term debt by $13.6 million, or 13.4% 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 combined with normal advances and pay downs on the FHLB long-term advances.
40
At September 30, 2004, total capital reached $235.4 million. Capital represents shareholder ownership in the Company -- the book value of assets in excess of liabilities. At September 30, 2004, the Companys equity to asset ratio was 9.74% compared to 9.39% at year-end 2003.
At the Companys 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.
At the beginning of the calendar year 2004, the Company had a stock repurchase program, which authorized the repurchase of 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 nine months of 2004, the Company has repurchased a total of 73,465 shares of stock with a weighted average repurchase price of $24.28 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 67,965 shares repurchased with a weighted average repurchase price of $24.33 per share repurchased under the new plan.
41
The Company declared cash dividends on its common stock of $0.42 per share for the first nine months of 2004 compared to $0.385 per share (split adjusted) for the first nine months of 2003. In recent years, the Company increased dividends no less than annually and presently plans to continue with this practice.
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 companys liquidity.
The Companys 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 Companys 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 Companys assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. The Companys 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 September 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 Companys risk-based capital ratios at September 30, 2004 and December 31, 2003, are presented in table 11.
42
(In thousands) | September
30, 2004 |
December
31, 2003 |
||||
|
||||||
Tier 1 capital | ||||||
Stockholders equity | $ | 235,454 | $ | 209,995 | ||
Trust preferred securities | 47,250 | 47,250 | ||||
Intangible assets | (66,489 | ) | (50,417 | ) | ||
Unrealized loss on available- | ||||||
for-sale securities | 77 | 286 | ||||
Other | (1,532 | ) | (1,160 | ) | ||
|
|
|||||
Total Tier 1 capital | 214,760 | 205,954 | ||||
|
|
|||||
Tier 2 capital | ||||||
Qualifying unrealized gain on | ||||||
available-for-sale equity securities | 405 | 326 | ||||
Qualifying allowance for loan losses | 20,540 | 18,320 | ||||
|
|
|||||
Total Tier 2 capital | 20,945 | 18,646 | ||||
|
|
|||||
Total risk-based capital | $ | 235,705 | $ | 224,600 | ||
|
|
|||||
Risk weighted assets | $ | 1,636,142 | $ | 1,458,583 | ||
|
|
|||||
Assets for leverage ratio | $ | 2,337,627 | $ | 2,082,552 | ||
|
|
|||||
Ratios at end of year | ||||||
Leverage ratio | 9.19 | % | 9.89 | % | ||
Tier 1 capital | 13.13 | % | 14.12 | % | ||
Total risk-based capital | 14.41 | % | 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
The Company has $66.5 million and $50.4 million total goodwill and core deposits for the periods ended September 30, 2004 and December 31, 2003, respectively. Because of the Companys high level for these two intangible assets management believes a useful calculation is tangible return on equity. This calculation for the three and nine months ended September 30, 2004 and 2003, which is similar to the GAAP calculation of return on average stockholders equity, is presented in table 12:
(In thousands) | September
30, 2004 |
September
30, 2003 |
|||||
|
|||||||
Three months ended | |||||||
Return on average stockholders equity: (A/C)*(E/F) | 11.79 | % | 12.65 | % | |||
Return on tangible equity: ((A+B)/(C-D))*(E/F) | 16.11 | % | 15.12 | % | |||
Net income | $ | 6,907 | $ | 6,611 | (A) | ||
Amortization of intangibles, net of taxes | 132 | 16 | (B) | ||||
Average stockholders equity | 233,044 | 207,322 | (C) | ||||
Average goodwill and core deposits, net | 66,603 | 33,425 | (D) | ||||
Total days during the year | 366 | 365 | (E) | ||||
Total days during the period | 92 | 92 | (F) | ||||
Nine months ended | |||||||
Return on average stockholders equity: (A/C)*(E/F) | 10.98 | % | 12.10 | % | |||
Return on tangible equity: ((A+B)/(C-D))*(E/F) | 15.40 | % | 14.51 | % | |||
Net income | $ | 18,606 | $ | 18,472 | (A) | ||
Amortization of intangibles, net of taxes | 371 | 48 | (B) | ||||
Average stockholders equity | 226,268 | 204,157 | (C) | ||||
Average goodwill and core deposits, net | 61,638 | 33,451 | (D) | ||||
Total days during the year | 366 | 365 | (E) | ||||
Total days during the period | 274 | 273 | (F) |
44
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 Companys future growth, revenue, assets, asset quality, profitability and customer service, critical accounting policies, net interest margin, non-interest revenue, market conditions related to the Companys stock repurchase program, allowance for loan losses, the effect of certain new accounting standards on the Companys 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 Companys 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 Companys 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 Companys 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.
45
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 September 30, 2004, undivided profits of the Companys subsidiaries were approximately $123 million, of which approximately $18 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.
Generally speaking, the Companys 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 institutions 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 September 30, 2004, each subsidiary bank was within established guidelines and total corporate liquidity remains strong. At September 30, 2004, cash and cash equivalents, trading and available-for-sale securities and mortgage loans held for sale were 20.9% of total assets, as compared to 23.7% at December 31, 2003.
46
The objective of the Companys 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 Companys liquidity sources are prioritized for both availability and time to activation.
The Companys 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 Companys 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 Companys 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 $310 million of these lines of credit are currently available, if needed.
The Company believes the various sources available are ample liquidity for short-term, intermediate-term, and long-term liquidity.
47
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 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 Companys 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 managements 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 Companys interest rate sensitivity position at September 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.
48
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 | $ | 28,573 | $ | | $ | | $ | | $ | | $ | | $ | | $ | 28,573 | ||||||||
Assets held in trading | ||||||||||||||||||||||||
accounts | 2,149 | | | | | | | 2,149 | ||||||||||||||||
Investment securities | 15,670 | 6,050 | 6,556 | 17,840 | 66,643 | 244,334 | 206,488 | 563,581 | ||||||||||||||||
Mortgage loans held for sale | 11,153 | | | | | | | 11,153 | ||||||||||||||||
Loans | 493,554 | 268,112 | 162,361 | 290,462 | 198,128 | 178,527 | 10,983 | 1,602,127 | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Total earning assets | 551,099 | 274,162 | 168,917 | 308,302 | 264,771 | 422,861 | 217,471 | 2,207,583 | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Interest bearing liabilities | ||||||||||||||||||||||||
Interest bearing transaction | ||||||||||||||||||||||||
and savings deposits | 331,145 | | | | 83,670 | 251,008 | 83,669 | 749,492 | ||||||||||||||||
Time deposits | 106,117 | 166,152 | 229,318 | 246,283 | 123,405 | 33,801 | | 905,076 | ||||||||||||||||
Short-term debt | 110,147 | | | | | | | 110,147 | ||||||||||||||||
Long-term debt | 10,717 | 2,056 | 2,098 | 6,884 | 11,646 | 21,149 | 59,939 | 114,489 | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Total interest bearing | ||||||||||||||||||||||||
liabilities | 558,126 | 168,208 | 231,416 | 253,167 | 218,721 | 305,958 | 143,608 | 1,879,204 | ||||||||||||||||
|
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Interest rate sensitivity Gap | $ | (7,027 | ) | $ | 105,954 | $ | (62,499 | ) | $ | 55,135 | $ | 46,050 | $ | 116,903 | $ | 73,863 | $ | 328,379 | ||||||
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Cumulative interest rate | ||||||||||||||||||||||||
sensitivity Gap | $ | (7,027 | ) | $ | 98,927 | $ | 36,428 | $ | 91,563 | $ | 137,613 | $ | 254,516 | $ | 328,379 | |||||||||
Cumulative rate sensitive asset | ||||||||||||||||||||||||
to rate sensitive liabilities | 98.7 | % | 113.6 | % | 103.8 | % | 107.6 | % | 109.6 | % | 114.7 | % | 117.5 | % | ||||||||||
Cumulative Gap as a % of | ||||||||||||||||||||||||
earning assets | (0.3 | )% | 4.5 | % | 1.7 | % | 4.1 | % | 6.2 | % | 11.5 | % | 14.9 | % |
(a) Evaluation of disclosure controls and procedures. The Companys Chief Executive Officer and Chief Financial Officer have reviewed and evaluated the effectiveness of the Companys 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 Companys current disclosure controls and procedures are effective.
(b) Changes in Internal Controls. There were no significant changes in the Companys internal controls or in other factors that could significantly affect those controls subsequent to the date of evaluation.
49
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 underwriters 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 Companys 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 | ||||
|
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2 Officers | July, 2004 | 2,800 | 16.8750 | Incentive Stock Option | ||||
1 Officer | September, 2004 | 1,200 | 12.8334 | Incentive Stock Option | ||||
2 Officers | September, 2004 | 1,800 | 10.2500 | 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, split adjusted.
|
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.*
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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 July 15, 2004. The report contained the text of a press release issued by the registrant concerning the announcement of second 2004 earnings.
The registrant filed Form 8-K on July 16, 2004. The report contained the text of the script used by J. Thomas May, Chairman and Robert A. Fehlman, Chief Financial Officer during the registrants first quarter earnings release conference call held on July 15,2004.
The registrant filed Form 8-K on August 31, 2004. The report contained the text of a press release issued by the registrant concerning the declaration of a quarterly cash dividend.
51
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 | |||
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|||
(Registrant) | |||
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|||
Date: October 26, 2004 | /s/ J. Thomas May | ||
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J.
Thomas May, Chairman, President and Chief Executive Officer |
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Date: October 26, 2004 | /s/ Robert A. Fehlman | ||
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Robert
A. Fehlman, Senior Vice President and Chief Financial Officer |
52