UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT UNDER SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934



For Quarter Ended	~~June 30, 2018~~March 31, 2019	Commission File Number 000-06253

(Exact name of registrant as specified in its charter)



Arkansas	71-0407808
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

501 Main Street, Pine Bluff, Arkansas	71601
(Address of principal executive offices)	(Zip Code)

(870) 541-1000

(Registrant’s telephone number, including area code)

Not Applicable

Former name, former address and former fiscal year, if changed since last report

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

x Yes ¨ No

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



Large accelerated filer x	Accelerated filer ¨	Non-accelerated filer ¨
Smaller reporting company ¨	Emerging Growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

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



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.01 per share	SFNC	The NASDAQ Global Select Market

The number of shares outstanding of the Registrant’s Common Stock as of ~~July 25, 2018,~~May 3, 2019, was ~~92,288,114.~~95,876,505.

Simmons First National Corporation

Quarterly Report on Form 10-Q

~~June 30, 2018~~March 31, 2019

Table of Contents



		Page
Part I:	Financial Information
Item 1.	Financial Statements (Unaudited)
	Consolidated Balance Sheets	3
	Consolidated Statements of Income	4
	Consolidated Statements of Comprehensive Income	5
	Consolidated Statements of Cash Flows	6
	Consolidated Statements of Stockholders' Equity	7
	Condensed Notes to Consolidated Financial Statements	8
	Report of Independent Registered Public Accounting Firm	5243
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	5344
Item 3.	Quantitative and Qualitative Disclosure About Market Risk	7867
Item 4.	Controls and Procedures	8069

Part II:	Other Information
Item 1.	Legal Proceedings	*
Item 1A.	Risk Factors	8169
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	*
Item 3.	Defaults Upon Senior Securities	*
Item 4.	Mine Safety Disclosures	*
Item 5.	Other Information	*
Item 6.	Exhibits	8169

Signatures		8371

___________________

* No reportable information under this item.


Part I:	Financial Information


Item 1.	Financial Statements ~~(Unaudited~~) (Unaudited)

Simmons First National Corporation

Consolidated Balance Sheets

~~June 30, 2018~~March 31, 2019 and December 31, ~~2017~~2018


	June 30,			December 31,			March 31,			December 31,
(In thousands, except share data)	2018			2017			2019			2018
	(Unaudited)						(Unaudited)
ASSETS
Cash and non-interest bearing balances due from banks	$	162,567		$	205,025		$	151,112		$	171,792
Interest bearing balances due from banks and federal funds sold	781,279			393,017			340,049			661,666
Cash and cash equivalents	943,846			598,042			491,161			833,458
Interest bearing balances due from banks - time	2,974			3,314			4,684			4,934
Investment securities:
Held-to-maturity	333,503			368,058			61,435			289,194
Available-for-sale	1,938,644			1,589,517			2,240,111			2,151,752
Total investments	2,272,147			1,957,575			2,301,546			2,440,946
Mortgage loans held for sale	39,812			24,038			18,480			26,799
Other assets held for sale	14,898			165,780
Loans:
Legacy loans	7,133,461			5,705,609			8,684,550			8,430,388
Allowance for loan losses	(51,732		)	(41,668		)	(59,243		)	(56,599		)
Loans acquired, net of discount and allowance	4,232,434			5,074,076			3,056,187			3,292,783
Net loans	11,314,163			10,738,017			11,681,494			11,666,572
Premises and equipment	288,777			287,249			333,740			295,060
Foreclosed assets and other real estate owned	30,503			32,118			18,952			25,565
Interest receivable	44,266			43,528			51,796			49,938
Bank owned life insurance	191,575			185,984			192,736			193,170
Goodwill	845,687			842,651			845,687			845,687
Other intangible assets	96,720			106,071			88,694			91,334
Other assets	80,165			71,439			62,669			69,874
Total assets	$	16,165,533		$	15,055,806		$	16,091,639		$	16,543,337

LIABILITIES AND STOCKHOLDERS’ EQUITY
Deposits:
Non-interest bearing transaction accounts	$	2,683,489		$	2,665,249		$	2,674,034		$	2,672,405
Interest bearing transaction accounts and savings deposits	6,916,520			6,494,896			6,666,823			6,830,191
Time deposits	2,353,439			1,932,730			2,648,674			2,896,156
Total deposits	11,953,448			11,092,875			11,989,531			12,398,752
Federal funds purchased and securities sold under agreements to repurchase	99,801			122,444			120,213			95,792
Other borrowings	1,451,811			1,380,024			1,169,989			1,345,450
Subordinated notes and debentures	413,337			140,565
Other liabilities held for sale	1,840			157,366
Subordinated debentures							354,041			353,950
Accrued interest and other liabilities	98,388			77,968			155,544			102,959
Total liabilities	14,018,625			12,971,242			13,789,318			14,296,903

Stockholders’ equity:
Common stock, Class A, $0.01 par value; 175,000,000 and 120,000,000 shares authorized at June 30, 2018 and December 31, 2017, respectively (1); 92,281,370 and 92,029,118 shares issued and outstanding at June 30, 2018 and December 31, 2017, respectively	923			920
Common stock, Class A, $0.01 par value; 175,000,000 shares authorized at March 31, 2019 and December 31, 2018; 92,568,361 and 92,347,643 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively							926			923
Surplus	1,594,342			1,586,034			1,599,566			1,597,944
Undivided profits	591,826			514,874			707,829			674,941
Accumulated other comprehensive loss	(40,183		)	(17,264		)	(6,000		)	(27,374		)
Total stockholders’ equity	2,146,908			2,084,564			2,302,321			2,246,434
Total liabilities and stockholders’ equity	$	16,165,533		$	15,055,806		$	16,091,639		$	16,543,337


~~(1)~~	~~On April 19, 2018, shareholders of the Company approved an increase in the number of authorized shares from 120,000,000 to 175,000,000.~~

See Condensed Notes to Consolidated Financial Statements.

Simmons First National Corporation

Consolidated Statements of Income

Three ~~and Six~~ Months Ended ~~June 30,~~March 31, 2019 and 2018 ~~and 2017~~


	Three Months Ended June 30,					Six Months Ended June 30,					Three Months Ended March 31,
(In thousands, except per share data ⁽¹⁾)	2018			2017		2018			2017
(In thousands, except per share data)											2019		2018
	(Unaudited)					(Unaudited)					(Unaudited)
INTEREST INCOME
Loans	$	150,253		$	73,549	$	293,603		$	142,277	$	159,440	$	143,350
Interest bearing balances due from banks and federal funds sold	1,414			214		2,423			336		2,154		1,009
Investment securities	14,296			9,990		26,918			19,441		17,312		12,622
Mortgage loans held for sale	305			145		463			271		210		158
TOTAL INTEREST INCOME	166,268			83,898		323,407			162,325		179,116		157,139

INTEREST EXPENSE
Deposits	18,461			4,816		34,058			9,020		30,750		15,597
Federal funds purchased and securities sold under agreements to repurchase	88			92		198			167		136		110
Other borrowings	5,141			1,559		10,280			2,753		6,793		5,139
Subordinated notes and debentures	5,741			619		7,068			1,193		4,411		1,327
TOTAL INTEREST EXPENSE	29,431			7,086		51,604			13,133		42,090		22,173

NET INTEREST INCOME	136,837			76,812		271,803			149,192		137,026		134,966
Provision for loan losses	9,033			7,023		18,183			11,330		9,285		9,150

NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES	127,804			69,789		253,620			137,862		127,741		125,816

NON-INTEREST INCOME
Trust income	5,622			4,113		10,871			8,325		5,708		5,249
Service charges on deposit accounts	10,063			8,483		20,408			16,585		10,068		10,345
Other service charges and fees	2,017			2,515		4,767			4,712		1,289		2,750
Mortgage and SBA lending income	3,130			3,961		7,575			6,384
Mortgage lending income											2,823		3,472
SBA lending income											497		973
Investment banking income	814			637		1,648			1,327		618		834
Debit and credit card fees	10,105			8,659		18,901			16,593		6,098		8,796
Bank owned life insurance income	1,102			859		2,205			1,677		795		1,103
(Loss) gain on sale of securities, net	(7		)	2,236		(1		)	2,299
Gain on sale of securities, net											2,740		6
Other income	5,202			4,281		9,209			7,902		3,125		4,007
TOTAL NON-INTEREST INCOME	38,048			35,744		75,583			65,804		33,761		37,535

NON-INTEREST EXPENSE
Salaries and employee benefits	55,678			34,205		112,035			69,741		56,367		56,357
Occupancy expense, net	7,921			4,868		14,881			9,531		7,475		6,960
Furniture and equipment expense	4,020			4,550		8,423			8,993		3,358		4,403
Other real estate and foreclosure expense	1,382			517		2,402			1,106		637		1,020
Deposit insurance	1,856			780		3,984			1,460		2,040		2,128
Merger related costs	1,465			6,603		3,176			7,127		1,470		1,711
Other operating expenses	26,185			19,885		51,679			39,772		30,062		25,494
TOTAL NON-INTEREST EXPENSE	98,507			71,408		196,580			137,730		101,409		98,073

INCOME BEFORE INCOME TAXES	67,345			34,125		132,623			65,936		60,093		65,278
Provision for income taxes	13,783			11,060		27,749			20,751		12,398		13,966

NET INCOME	$	53,562		$	23,065	$	104,874		$	45,185	$	47,695	$	51,312
BASIC EARNINGS PER SHARE	$	0.58		$	0.36	$	1.14		$	0.72	$	0.52	$	0.56
DILUTED EARNINGS PER SHARE	$	0.58		$	0.36	$	1.13		$	0.71	$	0.51	$	0.55


~~(1)~~	~~All per share amounts have been restated to reflect the effect of the two-for-one stock split on February 8, 2018.~~

See Condensed Notes to Consolidated Financial Statements.

Simmons First National Corporation

Consolidated Statements of Comprehensive Income

Three ~~and Six~~ Months Ended ~~June 30,~~March 31, 2019 and 2018 ~~and 2017~~

Three Months Ended June 30, Six Months Ended June 30,
(In thousands) 2018 2017 2018 2017
(Unaudited) (Unaudited)
NET INCOME $ 53,562
$ 23,065
$ 104,874
$ 45,185

OTHER COMPREHENSIVE (LOSS) INCOME
Unrealized holding (losses) gains arising during the period on available-for-sale securities (8,294 ) 7,133
(31,029 ) 8,700
Less: Reclassification adjustment for realized (losses) gains included in net income (7 ) 2,236
(1 ) 2,299
Other comprehensive (loss) gain, before tax effect (8,287 )
4,897
(31,028 ) 6,401
Less: Tax effect of other comprehensive (loss) income (2,166 ) 1,921
(8,109 ) 2,511

TOTAL OTHER COMPREHENSIVE (LOSS) INCOME (6,121 ) 2,976
(22,919 ) 3,890

COMPREHENSIVE INCOME $ 47,441

$ 26,041
$ 81,955
$ 49,075



	Three Months Ended March 31,
(In thousands)	2019		2018
	(Unaudited)
NET INCOME	$	47,695	$	51,312

OTHER COMPREHENSIVE INCOME (LOSS)
Unrealized holding gains (losses) arising during the period on available-for-sale securities	29,130		(22,735		)
Unrealized holding gain on the transfer of held-to-maturity securities to available-for-sale per ASU 2017-12	2,547		—
Less: Reclassification adjustment for realized gains included in net income	2,740		6
Other comprehensive gain (loss), before tax effect	28,937		(22,741		)
Less: Tax effect of other comprehensive income (loss)	7,563		(5,943		)

TOTAL OTHER COMPREHENSIVE INCOME (LOSS)	21,374		(16,798		)

COMPREHENSIVE INCOME	$	69,069	$	34,514

See Condensed Notes to Consolidated Financial Statements.

Simmons First National Corporation

Consolidated Statements of Cash Flows

~~Six~~Three Months Ended ~~June 30,~~March 31, 2019 and 2018 ~~and 2017~~


(In thousands)	June 30, 2018			June 30, 2017			March 31, 2019			March 31, 2018
	(Unaudited)						(Unaudited)
OPERATING ACTIVITIES
Net income	$	104,874		$	45,185		$	47,695		$	51,312
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Depreciation and amortization	13,600			9,649			7,451			6,677
Provision for loan losses	18,183			11,330			9,285			9,150
Loss (gain) on sale of investments	1			(2,299		)
Gain on sale of investments							(2,740		)	(6		)
Net accretion of investment securities and assets	(27,882		)	(13,884		)	(9,559		)	(14,368		)
Net (accretion) amortization on borrowings	(341		)	213
Net amortization (accretion) on borrowings							91			(211		)
Stock-based compensation expense	5,416			3,958			3,084			2,585
Gain on sale of premises and equipment, net of impairment	—			(615		)
Loss (gain) on sale of foreclosed assets held for sale	212			(141		)
(Gain) loss on sale of foreclosed assets held for sale							(32		)	41
Gain on sale of mortgage loans held for sale	(5,832		)	(5,432		)	(3,342		)	(2,610		)
Deferred income taxes	2,052			2,230			2,081			3,921
Increase in cash surrender value of bank owned life insurance	(2,205		)	(1,677		)
Income from bank owned life insurance							(876		)	(1,103		)
Originations of mortgage loans held for sale	(265,704		)	(222,946		)	(98,255		)	(113,012		)
Proceeds from sale of mortgage loans held for sale	255,762			239,900			109,916			121,952
Changes in assets and liabilities:
Interest receivable	(555		)	2,283			(1,858		)	1,582
Assets held in trading accounts	—			(9		)
Lease right-of-use assets							2,294			—
Other assets	(7,140		)	11,656			3,730			(5,648		)
Accrued interest and other liabilities	29,161			(12,949		)	30,805			33,983
Income taxes payable	(8,947		)	9,471			(10,977		)	(13,955		)
Net cash provided by operating activities	110,655			75,923			88,793			80,290

INVESTING ACTIVITIES
Net originations of loans	(519,175		)	(340,457		)	(18,116		)	(140,804		)
Decrease in due from banks - time	340			490			250			245
Purchases of premises and equipment, net	(10,360		)	(26,664		)	(13,027		)	(6,052		)
Proceeds from sale of premises and equipment	—			3,475
Proceeds from sale of foreclosed assets held for sale	8,983			7,510			7,214			4,359
Proceeds from sale of available-for-sale securities	7,726			326,937			209,968			7,726
Proceeds from maturities of available-for-sale securities	122,963			17,720			55,804			58,548
Purchases of available-for-sale securities	(496,664		)	(197,439		)	(110,767		)	(320,798		)
Proceeds from maturities of held-to-maturity securities	34,958			44,240			11,408			15,512
Purchases of held-to-maturity securities	—			(860		)
Proceeds from sale of held-to-maturity securities	—			441
Purchases of bank owned life insurance	(4,000		)	(25		)
Proceeds from bank owned life insurance death benefits	616			—			1,310			616
Cash paid in business combinations, net of cash received	—			(22,000		)
Disposition of assets and liabilities held for sale	(66,641		)	—			1,393			(75,586		)
Net cash used in investing activities	(921,254		)	(186,632		)
Net cash provided by (used in) investing activities							145,437			(456,234		)

FINANCING ACTIVITIES
Net change in deposits	860,573			(20,660		)	(409,221		)	564,040
Proceeds from issuance of subordinated notes	326,355			—			—			326,711
Repayments of subordinated debentures	(54,642		)	—
Dividends paid on common stock	(27,922		)	(15,897		)	(14,807		)	(14,081		)
Net change in other borrowed funds	71,787			198,803			(175,461		)	(239,038		)
Net change in federal funds purchased and securities sold under agreements to repurchase	(22,643		)	(10,773		)	24,421			(1,535		)
Net shares issued under stock compensation plans	2,895			3,191			(2,771		)	443
Net cash provided by financing activities	1,156,403			154,664
Shares issued under employee stock purchase plan							1,312			1,026
Net cash (used in) provided by financing activities							(576,527		)	637,566

INCREASE IN CASH AND CASH EQUIVALENTS	345,804			43,955
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS							(342,297		)	261,622
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	598,042			285,659			833,458			598,042

CASH AND CASH EQUIVALENTS, END OF PERIOD	$	943,846		$	329,614		$	491,161		$	859,664

See Condensed Notes to Consolidated Financial Statements.

Simmons First National Corporation

Consolidated Statements of Stockholders’ Equity

~~Six~~Three Months Ended ~~June 30,~~March 31, 2019 and 2018 ~~and 2017~~

(In thousands, except share data (1))

Common
Stock
Surplus
Accumulated
Other
Comprehensive
Income (Loss)

Undivided
Profits
Total

Balance at, December 31, 2016 $ 626
$ 711,663
$ (15,212 ) $ 454,034
$ 1,151,111

Comprehensive income —
—
3,890
45,185
49,075
Stock issued for employee stock purchase plan – 26,002 shares —
618
—
—
618
Stock-based compensation plans, net – 244,276 2
6,529
—
—
6,531
Stock issued for Hardeman acquisition – 1,599,940 common shares 16
42,622
—
—
42,638
Dividends on common stock – $0.25 per share —
—
—
(15,897 ) (15,897 )

Balance, June 30, 2017 (Unaudited) 644

761,432

(11,322 )
483,322

1,234,076

Comprehensive income —
—
(2,926 ) 47,755
44,829
Reclassify stranded tax effects due to 2017 tax law changes —
—
(3,016 ) 3,016
—
Stock-based compensation plans, net – 115,010 1
6,409
—
—
6,410
Stock issued for OKSB acquisition – 14,488,604 common shares 145
431,253
—
—
431,398
Stock issued for First Texas acquisition – 12,999,840 common shares 130
386,940
—
—
387,070
Dividends on common stock – $0.25 per share —
—
—
(19,219 ) (19,219 )

Balance, December 31, 2017 920

1,586,034

(17,264 )
514,874

2,084,564

Comprehensive income —
—
(22,919 ) 104,874
81,955
Stock issued for employee stock purchase plan – 39,782 shares —
1,026
—
—
1,026
Stock-based compensation plans, net – 212,470 3
7,282
—
—
7,285
Dividends on common stock – $0.30 per share —
—
—
(27,922 ) (27,922 )

Balance, June 30, 2018 (Unaudited) $ 923

$ 1,594,342

$ (40,183 )
$ 591,826

$ 2,146,908



(In thousands, except share data)	Common Stock		Surplus		Accumulated Other Comprehensive Income (Loss)			Undivided Profits			Total
Balance at, December 31, 2017	$	920	$	1,586,034	$	(17,264	)	$	514,874		$	2,084,564

Comprehensive income	—		—		(16,798		)	51,312			34,514
Stock issued for employee stock purchase plan – 39,782 shares	—		1,026		—			—			1,026
Stock-based compensation plans, net – 173,489	2		3,026		—			—			3,028
Dividends on common stock – $0.15 per share	—		—		—			(14,081		)	(14,081		)

Balance, March 31, 2018 (Unaudited)	922		1,590,086		(34,062		)	552,105			2,109,051

Comprehensive income	—		—		6,688			164,401			171,089
Stock-based compensation plans, net – 105,254	1		7,858		—			—			7,859
Dividends on common stock – $0.45 per share	—		—		—			(41,565		)	(41,565		)

Balance, December 31, 2018	923		1,597,944		(27,374		)	674,941			2,246,434

Comprehensive income	—		—		21,374			47,695			69,069
Stock issued for employee stock purchase plan – 60,413 shares	1		1,311		—			—			1,312
Stock-based compensation plans, net – 160,305	2		311		—			—			313
Dividends on common stock – $0.16 per share	—		—		—			(14,807		)	(14,807		)

Balance, March 31, 2019 (Unaudited)	$	926	$	1,599,566	$	(6,000	)	$	707,829		$	2,302,321


~~(1)~~	~~All share and per share amounts have been restated to reflect the effect of the two-for-one stock split on February 8, 2018.~~

See Condensed Notes to Consolidated Financial Statements.

SIMMONS FIRST NATIONAL CORPORATION

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1: PREPARATION OF INTERIM FINANCIAL STATEMENTS

Organizational Structure

Simmons First National Corporation (the “Company”) is a publicly traded financial holding company that trades on the NASDAQ ~~Global Select~~ Market (“NASDAQ”) under the ticker symbol “SFNC” and the parent company of Simmons Bank, an Arkansas state-chartered bank that began as a community bank in 1903. Simmons Bank is the parent company of Simmons First Investment Group, Inc. (a ~~dually~~ registered ~~broker-dealer and investment adviser)~~broker-dealer), Simmons First Insurance Services, Inc. (an insurance agency), and Simmons First Insurance Services of TN, LLC (an insurance agency).

Description of Business

The Company is headquartered in Pine Bluff, Arkansas and conducts banking operations in communities throughout Arkansas, Colorado, Kansas, Missouri, Oklahoma, Tennessee and Texas. The Company, through its subsidiaries, offers consumer, real estate and commercial loans, checking, savings and time deposits from ~~199~~191 financial centers conveniently located throughout its market areas. Additionally, the Company offers specialized products and services such as credit cards, trust and fiduciary services, investments, agricultural finance lending, equipment lending, insurance and small business administration (“SBA”) lending.

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared based upon Securities and Exchange Commission (“SEC”) rules that permit reduced disclosures for interim periods. Certain information and footnote disclosures have been condensed or omitted in accordance with those rules and regulations. The accompanying consolidated balance sheet as of December 31, ~~2017,~~2018, was derived from audited financial statements. In the opinion of management, these financial statements reflect all adjustments that are necessary for a fair presentation of interim results of operations, including normal recurring accruals. Significant intercompany accounts and transactions have been eliminated in consolidation. The results for the interim periods are not necessarily indicative of results for the full year. For a more complete discussion of significant accounting policies and certain other information, this report should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2017,~~2018, which was filed with the SEC on February ~~28, 2018.~~27, 2019.

The preparation of financial statements, in accordance with accounting principles generally accepted in the United States (“US GAAP”), requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, income items and expenses and disclosure of contingent assets and liabilities. The estimates and assumptions used in the accompanying consolidated financial statements are based upon management’s evaluation of the relevant facts and circumstances as of the date of the consolidated financial statements and actual results may differ from these estimates. Such estimates include, but are not limited to, the Company’s allowance for loan losses.

Certain prior year amounts have been reclassified to conform to the current year financial statement presentation. These changes and reclassifications did not impact previously reported net income or comprehensive income.

Recently Adopted Accounting Standards

~~Reporting Comprehensive Income~~Cloud Computing Arrangements – In ~~February~~August 2018, the ~~Financial~~FASB issued ASU No. 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting ~~Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2018-02,~~ ~~Income Statement-Reporting Comprehensive Income (Topic 220)~~for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract (“ASU ~~2018-02”~~2018-15”), that ~~allows a reclassification from accumulated other comprehensive income (“AOCI”) to retained earnings for stranded tax effects resulting from~~amends the ~~tax reform legislation signed into law in December 2017 (“2017 Act”). Current US GAAP requires the remeasurement of deferred tax assets and liabilities as a result~~definition of a ~~change~~hosting arrangement and requires a customer in ~~tax laws~~a hosting arrangement that is a service contract to capitalize certain implementation costs as if the arrangement was an internal-use software project. The internal-use software guidance states that only qualifying costs incurred during the application development stage can be capitalized. The effective date is for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, with early adoption permitted. Entities have the option to apply the guidance prospectively to all implementation costs incurred after the date of adoption or ~~rates to be presented~~retrospectively in ~~net income from continuing operations. Consequently,~~accordance with the ~~original deferred tax amount recorded through AOCI at~~applicable guidance. At the ~~old rate will remain in AOCI despite the fact that its related deferred tax asset/liability~~time of adoption, entities will be ~~reduced through continuing operations~~required to ~~reflect~~disclose the new rate, resulting in “stranded” tax effects in AOCI. ASU 2018-02 requires a reclassification from AOCI to retained earnings for those stranded tax effects resulting from the newly enacted federal corporate income tax rate. The amountnature of ~~reclassification would be~~its hosting arrangements that are service contracts and provide disclosures as if

the ~~difference between 1) the amount initially charged or credited directly to other comprehensive income at the previous enacted federal corporate income tax rate that remains~~deferred implementation costs were a separate, major depreciable asset class. The Company early adopted ASU 2018-15 in AOCI and 2) the amount that would have been charged or credited using the newly enacted federal corporate income tax rate, excluding the effect of any valuation allowance previously charged to income from continuing operations. The effective date is for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. As permitted, the Company elected to early adopt the provisions of ASU 2018-02 during the fourth quarter 2017, which resulted in a reclassification from AOCI to retained earnings in the amount of $3.0 million related to the change in federal corporate tax rate.

~~Stock Compensation: Scope of Modification Accounting~~ ~~– In May 2017, the FASB issued ASU No. 2017-09,~~ ~~Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting~~ (“ASU 2017-09”), that provides clarity and reduces both (1) diversity in practice and (2) cost and complexity when applying the guidance in Topic 718, to a change to the terms or conditions of a share-based payment award. An entity may change the terms or conditions of a share-based payment award for many different reasons, and the nature and effect of the change can vary significantly. The guidance clarifies which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting and the guidance should be applied prospectively to an award modified on or after the adoption date. ASU 2017-09 is effective for interim and annual reporting periods beginning after December 15, 2017, with early adoption permitted. Currently, the Company has not modified any existing awards nor has any plans to do so, therefore the adoption of ASU 2017-09 has not had a material effect on the Company’s results of operations, financial position or disclosures.

~~Premium Amortization on Purchased Callable Debt Securities~~ ~~– In March 2017, the FASB issued ASU No. 2017-08,~~ ~~Receivables – Nonrefundable Fees and Other Costs (Topic 310-20): Premium Amortization on Purchased Callable Debt Securities~~ (“ASU 2017-08”), that amends the amortization period for certain purchased callable debt securities held at a premium. Specifically, the amendments shorten the amortization period by requiring that the premium be amortized to the earliest call date. Under previous US GAAP, entities generally amortize the premium as an adjustment of yield over the contractual life of the instrument. The amendments do not require an accounting change for securities held at a discount; the discount continues to be amortized to maturity. The effective date is for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. As permitted, the Company elected to early adopt the provisions of ASU 2017-08 during the first quarter ~~2017. The adoption~~2019 and elected to apply the guidance prospectively to all software implementation costs incurred after the date of ~~this standard did not~~adoption. As of March 31, 2019, no applicable software implementation costs have ~~a material effect on the Company’s results of operations, financial position or disclosures.~~been incurred.

~~Statement of Cash Flows~~ ~~– In August 2016, the FASB issued ASU No. 2016-15,~~ ~~Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments~~ (“ASU 2016-15”), designed to address the diversity in how certain cash receipts and cash payments are presented and classified in the statement of cash flows, including debt prepayment or extinguishment costs, settlement of certain debt instruments, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, and distributions received from equity method investees. The amendments also provide guidance on when an entity should separate or aggregate cash flows based on the predominance principle. The effective date is for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The new standard is required to be applied retrospectively, but may be applied prospectively if retrospective application would be impracticable. The adoption of 2016-15 did not have a material impact on the Company’s results of operations, financial position or disclosures since the amendment applies to the classification of cash flows. The adoption did not have a material impact on the consolidated statement of cash flows.

~~Financial Assets and Financial Liabilities~~ ~~– In January 2016, the FASB issued ASU No. 2016-01,~~ ~~Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities~~ (“ASU 2016-01”), that makes changes primarily affecting the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. In addition, the FASB clarified guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities. In February 2018, the FASB issued 2018-03 that clarified certain guidance and contained narrow scope amendments. The effective date is for fiscal periods beginning after December 15, 2017, including interim periods within those fiscal years. ASU 2016-01 did not have a material impact on the Company’s results of operations or financial position. However, this new guidance requires the disclosed estimated fair value of the Company’s loan portfolio to be based on an exit price calculation, which considers liquidity, credit and nonperformance risk of its loans. The adoption of 2016-01 did not have a material impact on the Company’s fair value disclosures.

~~Revenue Recognition~~ ~~– In May 2014, the FASB issued ASU No. 2014-09,~~ ~~Revenue from Contracts with Customers (Topic 606)~~ (“ASU 2014-09”), that outlines a single comprehensive revenue recognition model for entities to follow in accounting for revenue from contracts with customers. The core principle of this revenue model is that an entity should recognize revenue for the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to receive for those goods or services. In July 2015, the FASB issued ASU No. 2015-14, deferring the effective date to annual and interim periods beginning after December 15, 2017. The guidance does not apply to revenue associated with financial instruments, including loans and securities that are accounted for under other US GAAP, which comprises a significant portion of the Company’s

revenue stream. However, the updated guidance affects the revenue recognition pattern for certain revenue streams, including service charges on deposit accounts, gains/losses on sale of other real estate owned (“OREO”), and trust income. The adoption of this standard did not have a material effect on the Company’s results of operations, financial position or disclosures. See below “Revenue from Contracts with Customers” for additional information.

~~Recently Issued Accounting Standards~~

Derivatives and Hedging: Targeted Improvements –- In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities ~~Activities~~ (“ASU 2017-12”), that changes both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results in order to better align a company’s risk management activities and financial reporting for hedging relationships. In summary, this amendment 1) expands the types of transactions eligible for hedge accounting; 2) eliminates the separate measurement and presentation of hedge ineffectiveness; 3) simplifies the requirements around the assessment of hedge effectiveness; 4) provides companies more time to finalize hedge documentation; and 5) enhances presentation and disclosure requirements. The effective date is for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years, with early adoption permitted. All transition requirements and elections should be applied to existing hedging relationships on the date of adoption and the effects should be reflected as of the beginning of the fiscal year of adoption. ~~The Company is currently evaluating~~As part of this new guidance, entities are allowed to designate as the ~~impact this standard will have on its results of operations, financial position or disclosures, but it~~hedged item, an amount that is not expected to ~~have~~be affected by prepayments, defaults or other events affecting the timing and amount of cash flows in a ~~material impact.~~

~~Goodwill Impairment~~ ~~– In January 2017,~~closed portfolio of prepayable financial instruments (this is referred to as the ~~FASB issued ASU No. 2017-04,~~ ~~Intangibles – Goodwill~~“last-of-layer” method). Under the last-of-layer method, entities are able to reclassify, only at the time of adoption, eligible callable debt securities from held-to-maturity to available-for-sale without tainting its intentions to hold future debt securities to maturity. The available-for-sale security must be reported at fair value and ~~Other (Topic 350): Simplifying~~any unrealized gain or loss must be recorded as an adjustment to other comprehensive income upon adoption. The Company evaluated its held-to-maturity portfolio during the ~~Test for Goodwill Impairment~~ ~~(“ASU 2017-04”), that eliminates Step 2 from the goodwill impairment test which required entities to compare the implied~~first quarter 2019 and identified certain municipal bonds with a fair value of ~~goodwill~~$216.4 million that met the last-of-layer criteria under ASU 2017-12 and as a result, reclassified those to ~~its carrying amount. Under the amendments, the goodwill impairment will be measured as the excess~~available-for-sale and recorded an unrealized gain of the reporting unit’s carrying amount over its fair value. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The effective date is for fiscal years beginning after December 15, 2019, with early adoption permitted for interim or annual impairment tests beginning in 2017. ASU 2017-04 is not expected to have a material effect on the Company’s results of operations, financial position or disclosures.

~~Credit Losses on Financial Instruments~~ ~~– In June 2016, the FASB issued ASU No. 2016-13,~~ ~~Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments~~ (“ASU 2016-13”), which requires earlier measurement of credit losses, expands the range of information considered in determining expected credit losses and enhances disclosures. The main objective of ASU 2016-13 is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. The amendments replace the incurred loss impairment methodology in current US GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The effective date for these amendments is for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company has formed a cross functional team that is assessing its data and system needs and evaluating the potential impact of adopting the new guidance. The Company anticipates a significant change in the processes and procedures to calculate the loan losses, including changes in assumptions and estimates to consider expected credit losses over the life of the loan versus the current accounting practice that utilizes the incurred loss model. The Company expects to recognize a one-time cumulative effect adjustment to the allowance for loan losses as of the beginning of$2.5 million during the first reporting period in which the new standard is effective, but cannot yet determine the magnitude of any such one-time adjustment or the overall impact on its results of operations, financial position or disclosures. However, the Company has begun developing processes and procedures to ensure it is fully compliant at the required adoption date. Among other things, the Company has initiated data gathering and assessment to support forecasting of asset quality, loan balances, and portfolio net charge-offs and developing asset quality forecast models in preparation for the implementation of this standard.quarter 2019.

Leases –- In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”), that establishes the principles to report transparent and economically neutral information about the assets and liabilities that arise from leases. The new guidance results in a more consistent representation of the rights and obligations arising from leases by requiring lessees to recognize the lease asset and lease liabilities that arise from leases in the statement of financial position and to disclose qualitative and quantitative information about lease transactions, such as information about variable lease payments and options to renew and terminate leases. The effective date is for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. ASU 2016-02 requires entities to adopt the new lease standard using a modified retrospective transition method, meaning an entity initially applies the new lease standard at the beginning of the earliest period presented in the financial statements. Due to complexities associated with using this method, in July 2018, the FASB issued ASU No. 2018-11, Leases (Topic 842): Targeted Improvements, to relieve entities of the requirement to present prior comparative years’ results when they adopt the new lease standard and giving entities the option to recognize the cumulative effect of applying the new standard as an adjustment to the opening balance of retained earnings. Adoption of ASU 2016-02 resulted in the recognition of right-of-use assets of $32.8 million and right-of-use liabilities of $32.8 million on the statement of financial position with no material impact to the results of operations. The Company has elected to adopt the guidance using the optional transition method, which allows for a modified retrospective method of adoption with a cumulative effect adjustment to retained earnings without restating comparable periods. The Company also elected the relief package of practical expedients for which there is no requirement to reassess existence of leases, their classification, and initial direct costs as well as an exemption for short-term leases with a term of less than one year, whereby the Company did not recognize a lease liability or right-of-use asset on the statement of financial position but instead will recognize lease payments as an expense over the lease term as appropriate. See Note 6 for additional information related to the Company’s right-of-use lease obligations.

Recently Issued Accounting Standards

Fair Value Measurement Disclosures – In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”), that eliminates, amends and adds disclosure requirements for fair value measurements. These amendments are part of FASB’s disclosure review project and they are expected to reduce costs for preparers while providing more decision-useful information for financial statement users. The eliminated disclosure requirements include the 1) the amount of, and reasons for, transfers between Level 1 and Level 2 of the fair value hierarchy; 2) the policy of timing of transfers between levels of the fair value hierarchy; and 3) the valuation processes for Level 3 fair value measurements. Among other modifications, the amended disclosure requirements remove the term “at a minimum” from the phrase “an entity shall disclose at a minimum” to promote the appropriate exercise of discretion by entities and clarifies that the measurement uncertainty disclosure is to communicate information about the uncertainty in measurement as of the reporting date. Under the new disclosure requirements, entities must disclose the changes in unrealized gains or losses included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period and the range and weighted average used to develop significant unobservable inputs for Level 3 fair value

109

~~opening balance~~measurements. ASU 2018-13 is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact this standard will have on its fair value disclosures.

Goodwill Impairment – In January 2017, the FASB issued ASU No. 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (“ASU 2017-04”), that eliminates Step 2 from the goodwill impairment test which required entities to compare the implied fair value of ~~retained earnings. Based upon leases~~goodwill to its carrying amount. Under the amendments, the goodwill impairment will be measured as the excess of the reporting unit’s carrying amount over its fair value. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that ~~were outstanding as of June 30, 2018,~~reporting unit. The effective date is for fiscal years beginning after December 15, 2019, with early adoption permitted for interim or annual impairment tests beginning in 2017. The Company will early adopt ASU 2017-04 during the ~~Company does~~second quarter 2019 to coincide with the Company’s formal impairment analysis and it is not ~~expect the new standard~~expected to have a material effect on the Company’s results of operations, financial position or disclosures.

Credit Losses on Financial Instruments – In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which requires earlier measurement of credit losses, expands the range of information considered in determining expected credit losses and enhances disclosures. The main objective of ASU 2016-13 is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. The amendments replace the incurred loss impairment methodology in current US GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The effective date for these amendments is for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company has formed a cross functional team that continues to assess its data and system needs and evaluate the potential impact of adopting the new guidance. The Company anticipates a significant change in the processes and procedures to calculate the loan losses, including changes in assumptions and estimates to consider expected credit losses over the life of the loan versus the current accounting practice that utilizes the incurred loss model. In December 2018, the Federal Reserve, Office of the Comptroller of the Currency and Federal Deposit Insurance Corporation issued a final rule revising regulatory capital rules in anticipation of the adoption of ASU 2016-13 that provides an option to phase in the day-one impact on earnings and tier one capital. Due to this final rule from the regulatory agencies, the Company is continuing to research and study options for recording a one-time adjustment or structuring any capital impact over an allowable period of time. The Company has not yet determined the magnitude of any such adjustment or the overall impact on its results of operations, ~~but anticipates increases~~financial position or disclosures. However, the Company is continuing its efforts in ~~its assets~~developing processes and ~~liabilities. Decisions~~procedures to ~~repurchase, modify or renew leases prior~~ensure it is fully compliant at the required adoption date. Among other things, the Company continues to gather data and develop forecast models for asset quality, loan balances, and portfolio net charge-offs and is working with the ~~implementation date will impact~~selected model vendor to produce parallel calculations through the ~~level~~year leading up to implementation. Model inputs began in the fourth quarter 2018 with additional inputs and scenarios to be modeled throughout 2019 with focus on calculating a potential range of ~~materiality.~~financial impact.

There have been no other significant changes to the Company’s accounting policies from the ~~2017~~2018 Form 10-K. Presently, the Company is not aware of any other changes to the Accounting Standards Codification that will have a material impact on its present or future financial position or results of operations.

NOTE 2: SUBSEQUENT ACQUISITION

~~Revenue from Contracts~~On April 12, 2019, the Company completed its merger with ~~Customers~~

~~Accounting Standards Codification~~Reliance Bancshares, Inc. (“~~ASC”~~Reliance”) ~~Topic 606,~~ ~~Revenue from Contracts with Customers~~pursuant to the terms of the Agreement and Plan of Merger (“Reliance Agreement”), ~~applies to all contracts with customers to provide goods or services~~dated November 13, 2018, as amended February 11, 2019. The Company was the surviving corporation in the ~~ordinary course~~merger. The merger was described in the Company’s Registration Statement on Form S-4 filed with the SEC on January 25, 2019, and amended on February 12, 2019. As a result of business. However, Topic 606 specifically does not apply to revenue related to financial instruments, guarantees, insurance contracts, leases, or nonmonetary exchanges. Given these scope exceptions, interest income recognitionthe merger, the Company expanded its presence in the St. Louis banking market and ~~measurement related to~~now has approximately $17.6 billion in assets and approximately $12.9 billion and $13.1 billion in loans and ~~investments securities,~~deposits, respectively.

In the merger, each outstanding share of Reliance common stock and common stock equivalents was canceled and converted into the right to receive shares of the Company’s two largest sources of revenue, are not accounted for under Topic 606. Also, the Company does not use Topic 606 to account for gains or losses on its investments in securities, loans, and derivatives due to the scope exceptions.

Certain revenue streams, such as service charges on deposit accounts, gains or losses on the sale of OREO, and trust income, fall under the scope of Topic 606 and the Company must recognize revenue at an amount that reflects the consideration to which the Company expects to be entitled in exchange for transferring goods or services to a customer. Topic 606 is applied using five steps: 1) identify the contract with the customer, 2) identify the performance obligations in the contract, 3) determine the transaction price, 4) allocate the transaction price to the performance obligations in the contract, and 5) recognize revenue when (or as) the entity satisfies a performance obligation.

The Company has evaluated the nature of all contracts with customers that fall under the scope of Topic 606 and determined that further disaggregation of revenue from contracts with customers into categories was not necessary. There has not been significant revenue recognized in the current reporting periods resulting from performance obligations satisfied in previous periods. In addition, there has not been a significant change in timing of revenues received from customers.

~~A description of performance obligations for each type of contract with customers is as follows:~~

~~Service charges on deposit accounts~~ – The Company’s primary source of funding comes from deposit accounts with its customers. Customers pay certain fees to access their cash on deposit including, but not limited to, non-transactional fees such as account maintenance, dormancy or statement rendering fees, and certain transaction-based fees such as ATM, wire transfer, overdraft or returned check fees. The Company generally satisfies its performance obligations as services are rendered. The transaction prices are fixed, and are charged either on a periodic basis or based on activity.

~~Sale of OREO~~ – In the normal course of business, the Company will enter into contracts with customers to sell OREO, which has generally been foreclosed upon by the Company. The Company generally satisfies its performance obligation upon conveyance of property from the Company to the customer, generally by way of an executed agreement. The transaction price is fixed, and on occasion the Company will finance a portion of the proceeds the customers uses to purchase the property. These properties are generally sold without recourse or warranty.

~~Trust Income~~ ~~– The Company enters into contracts with its customers to manage assets for investment,~~common stock and/or transact on their accounts. The Company generally satisfies its performance obligations as services are rendered. The management fee is a fixed percentage-based fee calculated upon the average balance of assets under management and is charged to customers on a monthly basis.

~~Acquisition Accounting, Loans Acquired~~

~~The Company accounts for its acquisitions under ASC Topic 805,~~ ~~Business Combinations~~, which requires the use of the acquisition method of accounting. All identifiable assets acquired, including loans, are recorded at fair value. No allowance for loan losses related to the loans acquired is recorded on the acquisition date as the fair value of the loans acquired incorporates assumptions regarding credit risk. Loans acquired are recorded at fair valuecash in accordance with the ~~fair value methodology prescribed~~terms of the Reliance Agreement. In addition, each share of Reliance’s Series A Preferred Stock and Series B Preferred Stock was converted into the right to receive one share of Simmons’ comparable Series A Preferred Stock or Series B Preferred Stock, respectively, and each share of Reliance’s Series C Preferred Stock was converted into the right to receive one share of Simmons’ comparable Series C Preferred Stock (unless the holder of such Series C Preferred Stock elected to receive alternate consideration in ~~ASC Topic 820,~~ ~~Fair Value Measurement~~accordance with the Reliance Agreement). The ~~fair value estimates associated with~~Company is issuing 3,999,623 shares of its common stock and paid $62.7 million in cash to effect the ~~loans include estimates related to expected prepayments and the amount and timing~~merger. The merger was approved by stockholders of ~~undiscounted expected principal, interest and other cash flows.~~

Reliance on April 8, 2019.

1110

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

For impaired loans accounted for under ASC Topic 310-30, the Company continues to estimate cash flows expected to be collected on purchased credit impaired loans. The Company evaluates, at each balance sheet date, whether the present value of the purchased credit impaired loans determined using the effective interest rates has decreased significantly and if so, recognize a provision for loan loss in the consolidated statement of income. For any significant increases in cash flows expected to be collected, the Company adjusts the amount of ~~accretable yield recognized on a prospective basis~~assets and liabilities assumed, the Company is continuing to determine their preliminary fair values and the purchase price allocation. The Company expects to finalize the analysis of the acquired assets and liabilities over the ~~remaining life~~next few months and within one year of the ~~purchased credit impaired loan.~~

~~For further discussion of acquisition and loan accounting, see Note 2, Acquisitions, and Note 6, Loans Acquired.~~

~~NOTE 2: ACQUISITIONS~~

~~Southwest Bancorp, Inc.~~

~~On October 19, 2017, the Company completed the acquisition of Southwest Bancorp, Inc. (“OKSB”) headquartered in Stillwater, Oklahoma, including its wholly-owned bank subsidiary, Bank SNB.~~merger. The Company ~~issued 14,488,604 shares of its common stock valued at approximately $431.4 million as of October 19, 2017, plus $94.9 million in cash in exchange for all outstanding shares of OKSB common stock.~~

~~Prior to~~will record the acquisition, OKSB conducted banking business from 29 branches located in Texas, Oklahoma, Kansas and Colorado. In addition, OKSB owned a loan production office in Denver, Colorado. Including the effects ofmerger using the acquisition method of accounting ~~adjustments, the Company acquired approximately $2.7 billion in assets, including approximately $2.0 billion in loans (inclusive of loan discounts)~~ and ~~approximately $2.0 billion in deposits. The Company completed the systems conversion and merged Bank SNB into Simmons Bank in May 2018.~~

Goodwill of $229.1 million was recorded as a result of the transaction. The acquisition allowed the Company to enter the Texas, Oklahoma, and Colorado banking markets and it also strengthened the Company’s Kansas franchise and its product offerings in the healthcare and real estate industries, all of which gave rise to the goodwill recorded. The goodwill will ~~not be deductible for tax purposes.~~

~~A summary, at fair value, of~~recognize the assets acquired and liabilities assumed ~~in the OKSB transaction,~~at their fair values as of the ~~acquisition~~ date ~~is as follows:~~

(In thousands)
Acquired from
OKSB

Fair Value
Adjustments

Fair
Value

Assets Acquired

Cash and due from banks $ 79,517
$ —
$ 79,517
Investment securities 485,468
(1,295 ) 484,173
Loans acquired 2,039,524
(43,071 ) 1,996,453
Allowance for loan losses (26,957 ) 26,957
—
Foreclosed assets 6,284
(1,127 ) 5,157
Premises and equipment 21,210
5,457
26,667
Bank owned life insurance 28,704
—
28,704
Goodwill 13,545
(13,545 ) —
Core deposit intangible 1,933
40,191
42,124
Other intangibles 3,806
—
3,806
Other assets 33,455
(9,141 ) 24,314
Total assets acquired $ 2,686,489

$ 4,426

$ 2,690,915

Liabilities Assumed

Deposits:

Non-interest bearing transaction accounts $ 485,971
$ —
$ 485,971
Interest bearing transaction accounts and savings deposits 869,252
—
869,252
Time deposits 613,345
(2,213 ) 611,132
Total deposits 1,968,568

(2,213 )
1,966,355
Securities sold under agreement to repurchase 11,256
—
11,256
Other borrowings 347,000
—
347,000
Subordinated debentures 46,393
—
46,393
Accrued interest and other liabilities 17,440
5,364
22,804
Total liabilities assumed 2,390,657

3,151

2,393,808
Equity 295,832
(295,832 ) —
Total equity assumed 295,832
(295,832 ) —
Total liabilities and equity assumed $ 2,686,489

$ (292,681 )
$ 2,393,808
Net assets acquired 297,107
Purchase price 526,251
Goodwill $ 229,144

~~The purchase price allocation and certain fair value measurements remain preliminary due to the timing~~ of ~~the~~ acquisition. ~~Management will continue to review the estimated fair values and evaluate the assumed tax positions.~~ The Company expects to finalize its analysis of the acquired assets and assumed liabilities in this transaction over the next few months, within one year of the acquisition. Therefore, adjustments to the estimated amounts and carrying values may occur.

~~The Company’s operating results for all periods presented include the operating~~ results of the ~~acquired assets and assumed liabilities of OKSB subsequent to the acquisition date.~~

~~First Texas BHC, Inc.~~

~~On October 19, 2017, the Company completed the acquisition of First Texas BHC, Inc. (“First Texas”) headquartered~~merger will be included in Fort Worth, Texas, including its wholly-owned bank subsidiary, Southwest Bank. The Company issued 12,999,840 shares of its common stock valued at approximately $387.1 million as of October 19, 2017, plus $70.0 million in cash in exchange for all outstanding shares of First Texas common stock.

Prior to the acquisition, First Texas operated 15 banking centers, a trust office and a limited service branch in north Texas and a loan production office in Austin, Texas. Including the effects of the acquisition method accounting adjustments, the Company acquired approximately $2.4 billion in assets, including approximately $2.2 billion in loans (inclusive of loan discounts) and approximately $1.9 billion in deposits. The Company completed the systems conversion and merged Southwest Bank into Simmons Bank in February 2018.

~~Goodwill of $240.8 million was recorded as a result of the transaction. The acquisition allowed the Company to enter the Texas banking markets and it also strengthened~~ the Company’s ~~specialty product offerings in the area of SBA lending and trust services, all of which gave rise to the goodwill recorded. The goodwill will not be deductible for tax purposes.~~

~~A summary, at fair value, of the assets acquired and liabilities assumed in the First Texas transaction, as of the acquisition date, is as follows:~~

(In thousands)
Acquired from
First Texas

Fair Value
Adjustments

Fair
Value

Assets Acquired

Cash and due from banks $ 59,277
$ —
$ 59,277
Investment securities 81,114
(596 ) 80,518
Loans acquired 2,246,212
(37,834 ) 2,208,378
Allowance for loan losses (20,864 ) 20,664
(200 )
Premises and equipment 24,864
10,123
34,987
Bank owned life insurance 7,190
—
7,190
Goodwill 37,227
(37,227 ) —
Core deposit intangible —
7,328
7,328
Other assets 18,263
11,485
29,748
Total assets acquired $ 2,453,283

$ (26,057 )
$ 2,427,226

Liabilities Assumed
Deposits:
Non-interest bearing transaction accounts $ 74,410
$ —
$ 74,410
Interest bearing transaction accounts and savings deposits 1,683,298
—
1,683,298
Time deposits 124,233
(283 ) 123,950
Total deposits 1,881,941

(283 )
1,881,658
Securities sold under agreement to repurchase 50,000
—
50,000
Other borrowings 235,000
—
235,000
Subordinated debentures 30,323
589
30,912
Accrued interest and other liabilities 11,727
1,669
13,396
Total liabilities assumed 2,208,991

1,975

2,210,966
Equity 244,292
(244,292 ) —
Total equity assumed 244,292
(244,292 ) —
Total liabilities and equity assumed $ 2,453,283

$ (242,317 )
$ 2,210,966
Net assets acquired 216,260
Purchase price 457,103
Goodwill $ 240,843

The purchase price allocation and certain fair value measurements remain preliminary due to the timing of the acquisition. Management will continue to review the estimated fair values and evaluate the assumed tax positions. The Company expects to finalize its analysis of the acquired assets and assumed liabilities in this transaction over the next few months, within one year of the acquisition. Therefore, adjustments to the estimated amounts and carrying values may occur.

~~The Company’s~~consolidated operating results ~~for all periods presented include the operating results of the acquired assets and assumed liabilities of First Texas subsequent to~~beginning on the acquisition date.

~~Summary of Unaudited Pro forma Information~~

The unaudited pro forma information below for the years ended December 31, 2017 and 2016 gives effect to the OKSB and First Texas acquisitions as if the acquisitions had occurred on January 1, 2016. Pro forma earnings for the year ended December 31, 2017 were adjusted to exclude $9.4 million of acquisition-related costs, net of tax, incurred by Simmons during 2017. The pro forma financial information is not necessarily indicative of the results of operations if the acquisitions had been effective as of this date.

(In thousands, except per share data) 2017 2016
Revenue⁽¹⁾
$ 654,358
$ 620,461
Net income $ 130,947
$ 136,199
Diluted earnings per share $ 1.43
$ 1.52

~~(1) Net interest income plus non-interest income.~~

Consolidated year-to-date 2017 results included approximately $29.2 million of revenue and $10.5 million of net income attributable to the OKSB acquisition and $27.6 million of revenue and $5.7 million of net income attributable to the First Texas acquisition.

~~Hardeman County Investment Company, Inc.~~

On May 15, 2017, the Company completed the acquisition of Hardeman County Investment Company, Inc. (“Hardeman”), headquartered in Jackson, Tennessee, including its wholly-owned bank subsidiary, First South Bank. The Company issued 1,599,940 shares of its common stock valued at approximately $42.6 million as of May 15, 2017, plus $30.0 million in cash in exchange for all outstanding shares of Hardeman common stock.

Prior to the acquisition, Hardeman conducted banking business from 10 branches located in western Tennessee. Including the effects of the acquisition method accounting adjustments, the Company acquired approximately $462.9 million in assets, including approximately $251.6 million in loans (inclusive of loan discounts) and approximately $389.0 million in deposits. The Company completed the systems conversion and merged First South Bank into Simmons Bank in September 2017. As part of the systems conversion, five existing Simmons Bank and First South Bank branches were consolidated or closed.

Goodwill of $29.4 million was recorded as a result of the transaction. The merger strengthened the Company’s position in the western Tennessee market, and the Company will be able to achieve cost savings by integrating the two companies and combining accounting, data processing, and other administrative functions, all of which gave rise to the goodwill recorded. The goodwill will not be deductible for tax purposes.

~~A summary, at fair value, of the assets acquired and liabilities assumed in the Hardeman transaction, as of the acquisition date, is as follows:~~

(In thousands)
Acquired from
Hardeman

Fair Value
Adjustments

Fair
Value

Assets Acquired

Cash and due from banks $ 8,001
$ —
$ 8,001
Interest bearing balances due from banks - time 1,984
—
1,984
Investment securities 170,654
(285 ) 170,369
Loans acquired 257,641
(5,992 ) 251,649
Allowance for loan losses (2,382 ) 2,382
—
Foreclosed assets 1,083
(452 ) 631
Premises and equipment 9,905
1,258
11,163
Bank owned life insurance 7,819
—
7,819
Goodwill 11,485
(11,485 ) —
Core deposit intangible —
7,840
7,840
Other intangibles —
830
830
Other assets 2,639
(1 ) 2,638
Total assets acquired $ 468,829

$ (5,905 )
$ 462,924

Liabilities Assumed

Deposits:

Non-interest bearing transaction accounts $ 76,555
$ —
$ 76,555
Interest bearing transaction accounts and savings deposits 214,872
—
214,872
Time deposits 97,917
(368 ) 97,549
Total deposits 389,344

(368 )
388,976
Securities sold under agreement to repurchase 17,163
—
17,163
Other borrowings 3,000
—
3,000
Subordinated debentures 6,702
—
6,702
Accrued interest and other liabilities 1,891
1,924
3,815
Total liabilities assumed 418,100

1,556

419,656
Equity 50,729
(50,729 ) —
Total equity assumed 50,729
(50,729 ) —
Total liabilities and equity assumed $ 468,829

$ (49,173 )
$ 419,656
Net assets acquired 43,268
Purchase price 72,639
Goodwill $ 29,371

~~During 2018, the Company finalized its analysis of the loans acquired along with other acquired assets and assumed liabilities.~~

~~The Company’s operating results for all periods presented include the operating results of the acquired assets and assumed liabilities of Hardeman subsequent to the acquisition date.~~

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

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

~~Investment securities~~ – Investment securities were acquired with an adjustment to fair value based upon quoted market prices if material. Otherwise, the carrying amount of these assets was deemed to be a reasonable estimate of fair value.

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

~~Foreclosed assets~~ ~~– These assets are presented at the estimated present values that management expects to receive when the properties are sold, net of related costs of disposal.~~

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

~~Bank owned life insurance~~ ~~– Bank owned life insurance is carried at its current cash surrender value, which is the most reasonable estimate of fair value.~~

~~Goodwill~~ – The consideration paid as a result of the acquisition exceeded the fair value of the assets acquired, resulting in an intangible asset, goodwill. Goodwill established prior to the acquisitions, if applicable, was written off.

~~Core deposit intangible~~ – This intangible asset represents the value of the relationships that the acquired banks had with their deposit customers. The fair value of this intangible asset was estimated based on a discounted cash flow methodology that gave appropriate consideration to expected customer attrition rates, cost of the deposit base and the net maintenance cost attributable to customer deposits. Core deposit intangible established prior to the acquisitions, if applicable, was written off.

~~Other intangibles~~ – Other intangible assets represent the value of the relationships that Hardeman had with its insurance customers and the mortgage servicing rights acquired with OKSB. The fair value of Hardeman’s insurance customer relationships was estimated based on a combination of discounted cash flow methodology and a market valuation approach. Other intangibles established prior to the acquisitions, if applicable, were written off.

~~Other assets~~ – The fair value adjustment results from certain assets whose value was estimated to be less than book value, such as certain prepaid assets, receivables and other miscellaneous assets. Otherwise, the carrying amount of these assets was deemed to be a reasonable estimate of fair value.

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

~~Securities sold under agreement to repurchase~~ ~~– The carrying amount of securities sold under agreement to repurchase is a reasonable estimate of fair value based on the short-term nature of these liabilities.~~

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

~~Subordinated debentures~~ – The fair value of subordinated debentures is estimated based on borrowing rates currently available to the Company for borrowings with similar terms and maturities. Due to the floating rate nature of the debenture, the fair value approximates book value as of the date acquired.

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

NOTE 3: INVESTMENT SECURITIES

The amortized cost and fair value of investment securities that are classified as held-to-maturity (“HTM”) and available-for-sale (“AFS”) are as follows:


	June 30, 2018									December 31, 2017									March 31, 2019									December 31, 2018
(In thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized (Losses)			Estimated Fair Value		Amortized Cost		Gross Unrealized Gains		Gross Unrealized (Losses)			Estimated Fair Value		Amortized Cost		Gross Unrealized Gains		Gross Unrealized (Losses)			Estimated Fair Value		Amortized Cost		Gross Unrealized Gains		Gross Unrealized (Losses)			Estimated Fair Value

Held-to-Maturity
U.S. Government agencies	$	36,976	$	—	$	(186	)	$	36,790	$	46,945	$	7	$	(228	)	$	46,724	$	12,996	$	—	$	(9	)	$	12,987	$	16,990	$	—	$	(49	)	$	16,941
Mortgage-backed securities	14,645		—		(603		)	14,042		16,132		8		(287		)	15,853		12,847		10		(240		)	12,617		13,346		5		(412		)	12,939
State and political subdivisions	279,787		3,316		(1,173		)	281,930		301,491		5,962		(222		)	307,231		33,597		751		(27		)	34,321		256,863		3,029		(954		)	258,938
Other securities	2,095		—		—			2,095		3,490		—		—			3,490		1,995		36		—			2,031		1,995		17		—			2,012
Total HTM	$	333,503	$	3,316	$	(1,962	)	$	334,857	$	368,058	$	5,977	$	(737	)	$	373,298	$	61,435	$	797	$	(276	)	$	61,956	$	289,194	$	3,051	$	(1,415	)	$	290,830

Available-for-Sale																			Available-for-Sale
U.S. Government agencies	$	149,593	$	—	$	(3,826	)	$	145,767	$	141,559	$	116	$	(1,951	)	$	139,724	$	163,730	$	596	$	(2,749	)	$	161,577	$	157,523	$	518	$	(3,740	)	$	154,301
Mortgage-backed securities	1,438,716		274		(43,759		)	1,395,231		1,208,017		246		(20,946		)	1,187,317		1,362,950		2,569		(19,842		)	1,345,677		1,552,487		3,097		(32,684		)	1,522,900
State and political subdivisions	250,574		282		(5,521		)	245,335		144,642		532		(2,009		)	143,165		571,716		10,307		(1,233		)	580,790		320,142		171		(5,470		)	314,843
Other securities	151,211		1,102		(2		)	152,311		118,106		1,206		(1		)	119,311		151,707		437		(77		)	152,067		157,471		2,251		(14		)	159,708
Total AFS	$	1,990,094	$	1,658	$	(53,108	)	$	1,938,644	$	1,612,324	$	2,100	$	(24,907	)	$	1,589,517	$	2,250,103	$	13,909	$	(23,901	)	$	2,240,111	$	2,187,623	$	6,037	$	(41,908	)	$	2,151,752

Securities with limited marketability, such as stock in the Federal Reserve Bank and the Federal Home Loan Bank, are carried at cost and are reported as other AFS securities in the table above.

Certain investment securities are valued at less than their historical cost. Total fair value of these investments at ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, was ~~$1.8~~$1.4 billion and ~~$1.4~~$1.7 billion, which is approximately ~~80.2%~~60.1% and ~~73.5%~~70.3%, respectively, of the Company’s combined AFS and HTM investment portfolios.

1811

The following table shows the gross unrealized losses and fair value of the Company’s investments with unrealized losses, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at ~~June 30, 2018:~~March 31, 2019:


	Less Than 12 Months					12 Months or More					Total					Less Than 12 Months					12 Months or More					Total
(In thousands)	Estimated Fair Value		Gross Unrealized Losses			Estimated Fair Value		Gross Unrealized Losses			Estimated Fair Value		Gross Unrealized Losses			Estimated Fair Value		Gross Unrealized Losses			Estimated Fair Value		Gross Unrealized Losses			Estimated Fair Value		Gross Unrealized Losses

Held-to-Maturity
U.S. Government agencies	$	5,963	$	(12	)	$	30,827	$	(174	)	$	36,790	$	(186	)	$	—	$	—		$	12,987	$	(9	)	$	12,987	$	(9	)
Mortgage-backed securities	6,106		(148		)	7,934		(455		)	14,040		(603		)	487		(1		)	9,994		(239		)	10,481		(240		)
State and political subdivisions	94,136		(1,138		)	1,352		(35		)	95,488		(1,173		)	80		(1		)	4,881		(26		)	4,961		(27		)
Total HTM	$	106,205	$	(1,298	)	$	40,113	$	(664	)	$	146,318	$	(1,962	)	$	567	$	(2	)	$	27,862	$	(274	)	$	28,429	$	(276	)

Available-for-Sale
U.S. Government agencies	$	113,594	$	(1,753	)	$	32,174	$	(2,073	)	$	145,768	$	(3,826	)	$	5,583	$	(30	)	$	124,129	$	(2,719	)	$	129,712	$	(2,749	)
Mortgage-backed securities	685,406		(14,319		)	630,291		(29,440		)	1,315,697		(43,759		)	40,444		(248		)	1,086,169		(19,594		)	1,126,613		(19,842		)
State and political subdivisions	142,104		(1,918		)	73,025		(3,603		)	215,129		(5,521		)	1,016		(4		)	92,894		(1,229		)	93,910		(1,233		)
Other securities	—		—			99		(2		)	99		(2		)	5,029		(76		)	100		(1		)	5,129		(77		)
Total AFS	$	941,104	$	(17,990	)	$	735,589	$	(35,118	)	$	1,676,693	$	(53,108	)	$	52,072	$	(358	)	$	1,303,292	$	(23,543	)	$	1,355,364	$	(23,901	)

These declines reflected in the preceding table primarily resulted from the rate for these investments yielding less than current market rates. Based on evaluation of available evidence, management believes the declines in fair value for these securities are temporary. Management does not have the intent to sell these securities and management believes it is more likely than not the Company will not have to sell these securities before recovery of their amortized cost basis less any current period credit losses.

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

Management has the ability and intent to hold the securities classified as HTM until they mature, at which time the Company expects to receive full value for the securities. Furthermore, as of ~~June 30, 2018,~~March 31, 2019, management also had the ability and intent to hold the securities classified as AFS for a period of time sufficient for a recovery of cost. The unrealized losses are largely due to increases in market interest rates over the yields available at the time the underlying securities were purchased. The fair value is expected to recover as the bonds approach their maturity date or repricing date or if market yields for such investments decline. Management does not believe any of the securities are impaired due to reasons of credit quality. Accordingly, as of ~~June 30, 2018,~~March 31, 2019, management believes the impairments detailed in the table above are temporary. Should the impairment of any of these securities become other than temporary, the cost basis of the investment will be reduced and the resulting loss recognized in net income in the period the other-than-temporary impairment is identified.

Income earned on securities for the three ~~and six~~ months ended ~~June 30,~~March 31, 2019 and 2018, ~~and 2017,~~ is as follows:

Three Months Ended June 30, Six Months Ended June 30,
(In thousands) 2018 2017 2018 2017
Taxable:

Held-to-maturity $ 546
$ 636
$ 1,113
$ 1,297
Available-for-sale 10,218
6,238
19,250
12,054

Non-taxable:
Held-to-maturity 1,897
2,217
3,833
4,500
Available-for-sale 1,635
899
2,722
1,590
Total $ 14,296
$ 9,990
$ 26,918
$ 19,441



(In thousands)	2019		2018
Taxable:
Held-to-maturity	$	438	$	567
Available-for-sale	12,551		9,032

Non-taxable:
Held-to-maturity	1,162		1,936
Available-for-sale	3,161		1,087
Total	$	17,312	$	12,622

The amortized cost and estimated fair value by maturity of securities are shown in the following table. Securities are classified according to their contractual maturities without consideration of principal amortization, potential prepayments or call options. Accordingly, actual maturities may differ from contractual maturities.


	Held-to-Maturity				Available-for-Sale				Held-to-Maturity				Available-for-Sale
(In thousands)	Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value

One year or less	$	50,800	$	50,609	$	20	$	20	$	18,407	$	18,397	$	7,375	$	7,372
After one through five years	63,469		63,414		35,961		35,125		20,419		20,624		74,428		74,208
After five through ten years	94,552		94,503		22,549		21,895		5,564		5,691		123,088		124,101
After ten years	110,037		112,289		341,736		334,161		4,198		4,627		535,761		541,815
Securities not due on a single maturity date	14,645		14,042		1,438,716		1,395,231		12,847		12,617		1,362,950		1,345,677
Other securities (no maturity)	—		—		151,112		152,212		—		—		146,501		146,938
Total	$	333,503	$	334,857	$	1,990,094	$	1,938,644	$	61,435	$	61,956	$	2,250,103	$	2,240,111

The carrying value, which approximates the fair value, of securities pledged as collateral, to secure public deposits and for other purposes, amounted to ~~$1.5~~$1.06 billion at ~~June 30, 2018~~March 31, 2019 and ~~$1.2~~$1.02 billion at December 31, ~~2017.~~2018.

There were approximately ~~$7,000~~$2.7 million of gross realized gains and ~~$14,000 of~~no gross realized losses from the sale of securities during the three months ended ~~June 30, 2018, and~~March 31, 2019. During the quarter, the Company made adjustments to the bond portfolio based upon projected cash flow changes due to the present low rate environment. There were approximately ~~$13,000~~$6,000 of gross realized gains and ~~$14,000 of gross realized losses from the sale of securities during the six months ended June 30, 2018. There were approximately $2.2 million of gross realized gains and $5,000 of~~no gross realized losses from the sale of securities during the three months ended ~~June 30, 2017, and approximately $2.3 million of gross realized gains and $5,000 of gross realized losses from the sale of securities during the six months ended June 30, 2017.~~March 31, 2018.

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

~~NOTE 4: OTHER ASSETS AND OTHER LIABILITIES HELD FOR SALE~~

In August 2017, the Company, through its bank subsidiary, Simmons Bank, acquired the stock of Heartland Bank (“Heartland”) at a public auction held to satisfy certain indebtedness of Heartland’s former holding company, Rock Bancshares, Inc.

In March 2018, Heartland sold $141.0 million of branches and loans, as well as $154.6 million of deposits and other liabilities. At the end of the second quarter 2018, other assets held for sale of $14.9 million and other liabilities held for sale of $1.8 million related to Heartland, both recorded at fair value, remained at the Company. The Company will continue to work through the disposition of Heartland’s few remaining assets.

~~The following is a description of the methods used to determine the fair values of significant assets and liabilities presented in the Heartland transaction.~~

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

~~Investment securities~~ ~~– The carrying amount of these assets was deemed to be a reasonable estimate of fair value, as there were no material differences to fair value based upon quoted market prices.~~

2013

NOTE 5:4: LOANS AND ALLOWANCE FOR LOAN LOSSES

At ~~June 30, 2018,~~March 31, 2019, the Company’s loan portfolio was ~~$11.37~~$11.74 billion, compared to ~~$10.78~~$11.72 billion at December 31, ~~2017.~~2018. The various categories of loans are summarized as follows:


(In thousands)	June 30, 2018		December 31, 2017		March 31, 2019		December 31, 2018

Consumer:
Credit cards	$	180,352	$	185,422	$	181,549	$	204,173
Other consumer	277,330		280,094		213,659		201,297
Total consumer	457,682		465,516		395,208		405,470
Real Estate:
Construction	967,720		614,155		1,376,162		1,300,723
Single family residential	1,314,787		1,094,633		1,431,407		1,440,443
Other commercial	2,816,420		2,530,824		3,355,109		3,225,287
Total real estate	5,098,927		4,239,612		6,162,678		5,966,453
Commercial:
Commercial	1,237,910		825,217		1,801,422		1,774,909
Agricultural	187,006		148,302		147,216		164,514
Total commercial	1,424,916		973,519		1,948,638		1,939,423
Other	151,936		26,962		178,026		119,042
Loans	7,133,461		5,705,609		8,684,550		8,430,388
Loans acquired, net of discount and allowance ⁽¹⁾	4,232,434		5,074,076		3,056,187		3,292,783
Total loans	$	11,365,895	$	10,779,685	$	11,740,737	$	11,723,171

_____________________________


⁽¹⁾ (1) See Note 5, Loans Acquired, for segregation of loans acquired by loan class.	~~See Note 6, Loans Acquired, for segregation of loans acquired by loan class.~~

Loan Origination/Risk Management – The Company seeks to manage its credit risk by diversifying its loan portfolio, determining that borrowers have adequate sources of cash flow for loan repayment without liquidation of collateral; obtaining and monitoring collateral; providing an adequate allowance for loans losses by regularly reviewing loans through the internal loan review process. The loan portfolio is diversified by borrower, purpose and industry. The Company seeks to use diversification within the loan portfolio to reduce its credit risk, thereby minimizing the adverse impact on the portfolio, if weaknesses develop in either the economy or a particular segment of borrowers. Collateral requirements are based on credit assessments of borrowers and may be used to recover the debt in case of default. Furthermore, a factor that influenced the Company’s judgment regarding the allowance for loan losses consists of ~~an eight-year~~a nine-year historical loss average segregated by each primary loan sector. On an annual basis, historical loss rates are calculated for each sector.

Consumer – The consumer loan portfolio consists of credit card loans and other consumer loans. Credit card loans are diversified by geographic region to reduce credit risk and minimize any adverse impact on the portfolio. Although they are regularly reviewed to facilitate the identification and monitoring of creditworthiness, credit card loans are unsecured loans, making them more susceptible to be impacted by economic downturns resulting in increasing unemployment. Other consumer loans include direct and indirect installment loans and overdrafts. Loans in this portfolio segment are sensitive to unemployment and other key consumer economic measures.

Real estate – The real estate loan portfolio consists of construction loans, single family residential loans and commercial loans. Construction and development loans (“C&D”) and commercial real estate loans (“CRE”) can be particularly sensitive to valuation of real estate. Commercial real estate cycles are inevitable. The long planning and production process for new properties and rapid shifts in business conditions and employment create an inherent tension between supply and demand for commercial properties. While general economic trends often move individual markets in the same direction over time, the timing and magnitude of changes are determined by other forces unique to each market. CRE cycles tend to be local in nature and longer than other credit cycles. Factors influencing the CRE market are traditionally different from those affecting residential real estate markets; thereby making

predictions for one market based on the other difficult. Additionally, submarkets within commercial real estate – such as office, industrial, apartment, retail and hotel – also experience different cycles, providing an opportunity to lower the

overall risk through diversification across types of CRE loans. Management realizes that local demand and supply conditions will also mean that different geographic areas will experience cycles of different amplitude and length. The Company monitors these loans closely.

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

Nonaccrual and Past Due Loans – Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due. Loans are placed on nonaccrual status when, in management’s opinion, the borrower may be unable to meet payment obligations as they become due, as well as when required by regulatory provisions. Loans may be placed on nonaccrual status regardless ifof whether or not such loans are considered past due. When interest accrual is discontinued, all unpaid accrued interest is reversed. Interest income is subsequently recognized only to the extent cash payments are received in excess of principal due. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

Nonaccrual loans, excluding loans acquired, segregated by class of loans, are as follows:


(In thousands)	June 30, 2018		December 31, 2017		March 31, 2019		December 31, 2018

Consumer:
Credit cards	$	238	$	170	$	338	$	296
Other consumer	3,804		4,605		1,555		2,159
Total consumer	4,042		4,775		1,893		2,455
Real estate:
Construction	1,764		2,242		2,570		1,269
Single family residential	15,415		13,431		15,324		11,939
Other commercial	11,911		16,054		8,612		7,205
Total real estate	29,090		31,727		26,506		20,413
Commercial:
Commercial	9,195		6,980		31,409		10,049
Agricultural	2,221		2,160		1,117		1,284
Total commercial	11,416		9,140		32,526		11,333
Total	$	44,548	$	45,642	$	60,925	$	34,201

2215

An age analysis of past due loans, excluding loans acquired, segregated by class of loans, is as follows:


(In thousands)	Gross 30-89 Days Past Due		90 Days or More Past Due		Total Past Due		Current		Total Loans		90 Days Past Due & Accruing		Gross 30-89 Days Past Due		90 Days or More Past Due		Total Past Due		Current		Total Loans		90 Days Past Due & Accruing

June 30, 2018
March 31, 2019
Consumer:
Credit cards	$	642	$	383	$	1,025	$	179,327	$	180,352	$	145	$	733	$	561	$	1,294	$	180,255	$	181,549	$	222
Other consumer	3,026		2,363		5,389		271,941		277,330		37		3,018		489		3,507		210,152		213,659		52
Total consumer	3,668		2,746		6,414		451,268		457,682		182		3,751		1,050		4,801		390,407		395,208		274
Real estate:
Construction	515		821		1,336		966,384		967,720		—		961		909		1,870		1,374,292		1,376,162		—
Single family residential	6,187		7,898		14,085		1,300,702		1,314,787		121		10,226		5,491		15,717		1,415,690		1,431,407		7
Other commercial	1,862		6,080		7,942		2,808,478		2,816,420		—		4,384		4,652		9,036		3,346,073		3,355,109		—
Total real estate	8,564		14,799		23,363		5,075,564		5,098,927		121		15,571		11,052		26,623		6,136,055		6,162,678		7
Commercial:
Commercial	3,995		4,548		8,543		1,229,367		1,237,910		—		6,845		8,611		15,456		1,785,966		1,801,422		—
Agricultural	192		2,004		2,196		184,810		187,006		—		202		954		1,156		146,060		147,216		—
Total commercial	4,187		6,552		10,739		1,414,177		1,424,916		—		7,047		9,565		16,612		1,932,026		1,948,638		—
Other	—		—		—		151,936		151,936		—		—		—		—		178,026		178,026		—
Total	$	16,419	$	24,097	$	40,516	$	7,092,945	$	7,133,461	$	303	$	26,369	$	21,667	$	48,036	$	8,636,514	$	8,684,550	$	281

December 31, 2017
December 31, 2018
Consumer:
Credit cards	$	707	$	672	$	1,379	$	184,043	$	185,422	$	332	$	1,033	$	506	$	1,539	$	202,634	$	204,173	$	209
Other consumer	5,009		3,298		8,307		271,787		280,094		10		4,264		896		5,160		196,137		201,297		4
Total consumer	5,716		3,970		9,686		455,830		465,516		342		5,297		1,402		6,699		398,771		405,470		213
Real estate:
Construction	411		1,210		1,621		612,534		614,155		—		533		308		841		1,299,882		1,300,723		—
Single family residential	8,071		6,460		14,531		1,080,102		1,094,633		1		7,769		4,127		11,896		1,428,547		1,440,443		—
Other commercial	2,388		8,031		10,419		2,520,405		2,530,824		—		3,379		2,773		6,152		3,219,135		3,225,287		—
Total real estate	10,870		15,701		26,571		4,213,041		4,239,612		1		11,681		7,208		18,889		5,947,564		5,966,453		—
Commercial:
Commercial	1,523		6,125		7,648		817,569		825,217		—		4,472		5,105		9,577		1,765,332		1,774,909		11
Agricultural	50		2,120		2,170		146,132		148,302		—		467		1,055		1,522		162,992		164,514		—
Total commercial	1,573		8,245		9,818		963,701		973,519		—		4,939		6,160		11,099		1,928,324		1,939,423		11
Other	—		—		—		26,962		26,962		—		—		—		—		119,042		119,042		—
Total	$	18,159	$	27,916	$	46,075	$	5,659,534	$	5,705,609	$	343	$	21,917	$	14,770	$	36,687	$	8,393,701	$	8,430,388	$	224

Impaired Loans – 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 loans, including scheduled principal and interest payments. This includes loans that are delinquent 90 days or more, nonaccrual loans and certain other loans identified by management. Certain other loans identified by management consist of performing loans with specific allocations of the allowance for loan losses. Impaired loans are carried at the present value of estimated future cash flows using the loan’s existing rate, or the fair value of the collateral if the loan is collateral dependent.

Impairment is evaluated in total for smaller-balance loans of a similar nature and on an individual loan basis for other loans. Impaired loans, or portions thereof, are charged-off when deemed uncollectible.

Impaired loans, net of government guarantees and excluding loans acquired, segregated by class of loans, are as follows:


(In thousands)	Unpaid Contractual Principal Balance		Recorded Investment With No Allowance		Recorded Investment With Allowance		Total Recorded Investment		Related Allowance		Average Investment in Impaired Loans		Interest Income Recognized		Average Investment in Impaired Loans		Interest Income Recognized		Unpaid Contractual Principal Balance		Recorded Investment With No Allowance		Recorded Investment With Allowance		Total Recorded Investment		Related Allowance		Average Investment in Impaired Loans		Interest Income Recognized
June 30, 2018											Three Months Ended June 30, 2018				Six Months Ended June 30, 2018
March 31, 2019																													Three Months Ended March 31, 2019
Consumer:
Credit cards	$	238	$	238	$	—	$	238	$	—	$	204	$	10	$	236	$	25	$	338	$	338	$	—	$	338	$	—	$	317	$	30
Other consumer	3,981		3,804		—		3,804		—		4,205		33		4,373		67		1,699		1,555		—		1,555		—		1,857		13
Total consumer	4,219		4,042		—		4,042		—		4,409		43		4,609		92		2,037		1,893		—		1,893		—		2,174		43
Real estate:
Construction	1,825		1,136		396		1,532		253		1,887		13		1,899		29		2,648		2,090		480		2,570		237		1,920		14
Single family residential	16,430		14,919		496		15,415		36		14,423		118		14,154		218		16,379		11,891		3,432		15,323		38		13,703		98
Other commercial	17,762		6,376		4,816		11,192		138		13,528		104		14,588		224		14,279		3,882		3,201		7,083		137		8,992		64
Total real estate	36,017		22,431		5,708		28,139		427		29,838		235		30,641		471		33,306		17,863		7,113		24,976		412		24,615		176
Commercial:
Commercial	9,839		7,228		605		7,833		18		7,204		61		7,428		114		38,420		6,268		23,327		29,595		108		20,739		148
Agricultural	3,377		1,249		—		1,249		—		1,142		11		1,474		23		2,215		583		532		1,115		1		1,147		8
Total commercial	13,216		8,477		605		9,082		18		8,346		72		8,902		137		40,635		6,851		23,859		30,710		109		21,886		156
Total	$	53,452	$	34,950	$	6,313	$	41,263	$	445	$	42,593	$	350	$	44,152	$	700	$	75,978	$	26,607	$	30,972	$	57,579	$	521	$	48,675	$	375

December 31, 2017

Three Months Ended
June 30, 2017 Six Months Ended
June 30, 2017
Consumer:

Credit cards $ 170
$ 170
$ —
$ 170
$ —
$ 261
$ 6
$ 298
$ 11
Other consumer 4,755
4,605
—
4,605
—
2,581
17
2,321
31
Total consumer 4,925
4,775
—
4,775
—
2,842
23
2,619
42
Real estate:
Construction 2,522
1,347
895
2,242
249
2,748
21
2,969
39
Single family residential 14,347
12,725
706
13,431
53
12,837
90
12,686
167
Other commercial 22,308
6,732
9,133
15,865
36
22,402
138
19,670
258
Total real estate 39,177
20,804
10,734
31,538
338
37,987
249
35,325
464
Commercial:
Commercial 9,954
4,306
2,269
6,575
—
14,275
91
12,952
170
Agricultural 3,278
1,035
—
1,035
—
2,152
13
1,840
24
Total commercial 13,232
5,341
2,269
7,610
—
16,427
104
14,792
194
Total $ 57,334
$ 30,920
$ 13,003
$ 43,923
$ 338
$ 57,256
$ 376
$ 52,736
$ 700



December 31, 2018											Three Months Ended March 31, 2018
Consumer:
Credit cards	$	296	$	296	$	—	$	296	$	—	$	234	$	15
Other consumer	2,311		2,159		—		2,159		—		4,658		34
Total consumer	2,607		2,455		—		2,455		—		4,892		49
Real estate:
Construction	1,344		784		485		1,269		211		2,082		16
Single family residential	12,906		11,468		616		12,084		36		13,523		100
Other commercial	8,434		5,442		5,458		10,900		—		16,287		120
Total real estate	22,684		17,694		6,559		24,253		247		31,892		236
Commercial:
Commercial	10,361		7,254		4,628		11,882		437		7,226		53
Agricultural	2,419		1,180		—		1,180		—		1,586		12
Total commercial	12,780		8,434		4,628		13,062		437		8,812		65
Total	$	38,071	$	28,583	$	11,187	$	39,770	$	684	$	45,596	$	350

At ~~June 30, 2018,~~March 31, 2019 and December 31, ~~2017,~~2018, impaired loans, net of government guarantees and excluding loans acquired, totaled ~~$41.3~~$57.6 million and ~~$43.9~~$39.8 million, respectively. Allocations of the allowance for loan losses relative to impaired loans were ~~$445,000~~$521,000 and ~~$338,000~~$684,000 at ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, respectively. Approximately ~~$350,000 and $700,000~~$375,000 of interest income was recognized on average impaired loans of ~~$42.6 million and $44.2~~$48.7 million for the three ~~and six~~ months ended ~~June 30, 2018.~~March 31, 2019. Interest income recognized on impaired loans on a cash basis during the three ~~and six~~ months ended ~~June 30,~~March 31, 2019 and 2018 ~~and 2017~~ was not material.

Included in certain impaired loan categories are troubled debt restructurings (“TDRs”). When the Company restructures a loan to a borrower that is experiencing financial difficulty and grants a concession that it would not otherwise consider, a “troubled debt restructuring” results and the Company classifies the loan as a TDR. The Company grants various types of concessions, primarily interest rate reduction and/or payment modifications or extensions, with an occasional forgiveness of principal.

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

Once an obligation has been restructured because of such credit problems, it continues to be considered a TDR until paid in full; or, if an obligation yields a market interest rate and no longer has any concession regarding payment amount or amortization, then it is not considered a TDR at the beginning of the calendar year after the year in which the improvement takes place. The Company returns TDRs to accrual status only if (1) all contractual amounts due can reasonably be expected to be repaid within a prudent period, and (2) repayment has been in accordance with the contract for a sustained period, typically at least six months.

The following table presents a summary of troubled debt restructurings, excluding loans acquired, segregated by class of loans.


	Accruing TDR Loans			Nonaccrual TDR Loans			Total TDR Loans			Accruing TDR Loans			Nonaccrual TDR Loans			Total TDR Loans
(Dollars in thousands)	Number	Balance		Number	Balance		Number	Balance		Number	Balance		Number	Balance		Number	Balance
June 30, 2018
Consumer:
Other consumer	—	$	—	1	$	91	1	$	91
Total consumer	—	—		1	91		1	91
March 31, 2019
Real estate:
Construction	1	396		—	—		1	396		—	$	—	3	$	480	3	$	480
Single-family residential	11	734		6	233		17	967		6	227		9	593		15	820
Other commercial	6	3,751		2	3,411		8	7,162		2	3,250		2	1,003		4	4,253
Total real estate	18	4,881		8	3,644		26	8,525		8	3,477		14	2,076		22	5,553
Commercial:
Commercial	5	588		5	2,632		10	3,220		4	2,820		5	427		9	3,247
Total commercial	5	588		5	2,632		10	3,220		4	2,820		5	427		9	3,247
Total	23	$	5,469	14	$	6,367	37	$	11,836	12	$	6,297	19	$	2,503	31	$	8,800

December 31, 2017
December 31, 2018
Real estate:
Construction	—	$	—	1	$	420	1	$	420	—	$	—	3	$	485	3	$	485
Single-family residential	4	141		15	954		19	1,095		6	230		10	616		16	846
Other commercial	4	4,322		5	3,712		9	8,034		2	3,306		2	1,027		4	4,333
Total real estate	8	4,463		21	5,086		29	9,549		8	3,536		15	2,128		23	5,664
Commercial:
Commercial	5	2,644		6	745		11	3,389		4	2,833		6	718		10	3,551
Total commercial	5	2,644		6	745		11	3,389		4	2,833		6	718		10	3,551
Total	13	$	7,107	27	$	5,831	40	$	12,938	12	$	6,369	21	$	2,846	33	$	9,215

There were no loans restructured as TDRs during the three months ended March 31, 2019. The following table presents loans that were restructured as TDRs during the ~~six~~three months ended ~~June 30,~~March 31, 2018, ~~and the three and six months ended June 30, 2017,~~ excluding loans acquired, segregated by class of loans. ~~There were no loans restructured as TDRs during~~



						Modification Type
(Dollars in thousands)	Number of Loans	Balance Prior to TDR		Balance at March 31,		Change in Maturity Date		Change in Rate		Financial Impact on Date of Restructure
Three Months Ended March 31, 2018
Consumer:
Other consumer	1	$	91	$	91	$	91	$	—	$	—
Total consumer	1	91		91		91		—		—
Real estate:
Single-family residential	1	61		62		62		—		—
Total real estate	1	61		62		62		—		—
Total	2	$	152	$	153	$	153	$	—	$	—

During the three months ended ~~June 30, 2018.~~

Modification Type
(Dollars in thousands)
Number of
Loans

Balance Prior
to TDR
Balance at June 30,
Change in
Maturity
Date

Change in
Rate

Financial Impact
on Date of
Restructure
Three Months Ended June 30, 2017
Commercial:
Commercial 4
$ 41
$ 39
$ —
$ 39
$ —
Total commercial 4
41
39
—
39
—
Total 4
$ 41
$ 39
$ —
$ 39
$ —

Six Months Ended June 30, 2018
Consumer:
Other consumer 1
$ 91
$ 91
$ 91
$ —
$ —
Total consumer 1
91
91
91
—
—
Real estate:
Single-family residential 1
61
62
62
—
—
Total real estate 1
61
62
62
—
—
Total 2
$ 152
$ 153
$ 153
$ —
$ —

Six Months Ended June 30, 2017
Real estate:
Construction 1
$ 456
$ 456
$ 456
$ —
$ —
Other commercial 2
7,362
7,362
7,362
—
33
Total real estate 3
7,818
7,818
7,818
—
33
Commercial:
Commercial 9
811
799
760
39
—
Total commercial 9
811
799
760
39
—
Total 12
$ 8,629
$ 8,617
$ 8,578
$ 39
$ 33

~~During the six months ended June 30,~~March 31, 2018, the Company modified 2 loans with a recorded investment of $152,000 prior to modification which were deemed troubled debt restructuring. The restructured loans were modified by deferring amortized principal payments, changing the maturity date and requiring interest only payments for a period of up to 12 months. A specific reserve was not considered necessary for these loans based upon the fair value of the collateral. Also, there was no immediate financial impact from the restructuring of these loans, as it was not considered necessary to charge-off interest or principal on the date of restructure.

~~During~~There was one commercial loan considered a TDR for which a payment default occurred during the three months ended ~~June 30, 2017, the Company modified 4 loans with a~~March 31, 2019. A charge-off of approximately $138,000 was recorded investment of $41,000 and during the six months ended June 30, 2017, the Company modified 12 loans with a recorded investment of $8.6 million prior to modification which were deemed troubled debt restructuring. The restructured loans were modified by changing various terms, including changing the interest rate, deferring amortized principal payments, changing the maturity date and requiring interest only payments for a period of 12 months. Based on the fair value of the collateral, a specific reserve of $33,000 was determined necessary for these loans and recorded during the six months ended June 30, 2017. Also, there was no immediate financial impact from the restructuring of these loans, as it was not considered necessary to charge-off interest or principal on the date of restructure.

this loan. There was one commercial real estate loan for which a payment default occurred during the ~~six~~three months ended ~~June 30,~~March 31, 2018. A charge-off of $66,300 was recorded for this loan and $294,300 was transferred to OREO. ~~There was one commercial real estate~~

~~loan for which a payment default occurred during the six months ended June 30, 2017.~~ The Company defines a payment default as a payment received more than 90 days after its due date.

In addition to the TDRs that occurred during the periods provided in the preceding tables, the Company had TDRs with pre-modification loan balances, specifically in commercial real estate, of $294,300 ~~and $117,000~~ at ~~June 30,~~March 31, 2018, ~~and 2017, respectively,~~ for which OREO was received in full or partial satisfaction of the loans. ~~The majority~~There were no TDRs with pre-modification loan balance for which OREO was received in full or partial satisfaction of ~~such TDRs were in commercial real estate and residential real estate.~~the loans during the three month period ended March 31, 2019. At ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, the Company had ~~$3,190,000~~$3,498,000 and ~~$5,057,000,~~$3,899,000, respectively, of consumer mortgage loans secured by residential real estate properties for which formal foreclosure proceedings are in process. At ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, the Company had ~~$4,075,000~~$4,716,000 and ~~$3,828,000,~~$3,530,000, respectively, of OREO secured by residential real estate properties.

Credit Quality Indicators – As part of the on-going monitoring of the credit quality of the Company’s loan portfolio, management tracks certain credit quality indicators including trends related to (i) the weighted-average risk rating of commercial and real estate loans, (ii) the level of classified commercial and real estate loans, (iii) net charge-offs, (iv) non-performing loans (see details above) and (v) the general economic conditions in the States of Arkansas, Colorado, Kansas, Missouri, Oklahoma, Tennessee and Texas.

The Company utilizes a risk rating matrix to assign a risk rate to each of its commercial and real estate loans. Loans are rated on a scale of 1 to 8. A description of the general characteristics of the 8 risk ratings is as follows:

Risk Rate 1 – Pass (Excellent) – This category includes loans which are virtually free of credit risk. Borrowers in this category represent the highest credit quality and greatest financial strength.

Risk Rate 2 – Pass (Good) - Loans under this category possess a nominal risk of default. This category includes borrowers with strong financial strength and superior financial ratios and trends. These loans are generally fully secured by cash or equivalents (other than those rated “excellent”).

Risk Rate 3 – Pass (Acceptable – Average) - Loans in this category are considered to possess a normal level of risk. Borrowers in this category have satisfactory financial strength and adequate cash flow coverage to service debt requirements. If secured, the perfected collateral should be of acceptable quality and within established borrowing parameters.

Risk Rate 4 – Pass (Monitor) - Loans in the Watch (Monitor) category exhibit an overall acceptable level of risk, but that risk may be increased by certain conditions, which represent “red flags”. These “red flags” require a higher level of supervision or monitoring than the normal “Pass” rated credit. The borrower may be experiencing these conditions for the first time, or it may be recovering from weakness, which at one time justified a higher rating. These conditions may include: weaknesses in financial trends; marginal cash flow; one-time negative operating results; non-compliance with policy or borrowing agreements; poor diversity in operations; lack of adequate monitoring information or lender supervision; questionable management ability/stability.

Risk Rate 5 – Special Mention - A loan in this category has potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the institution’s credit position at some future date. Special Mention loans are not adversely classified (although they are “criticized”) and do not expose an institution to sufficient risk to warrant adverse classification. Borrowers may be experiencing adverse operating trends, or an ill-proportioned balance sheet. Non-financial characteristics of a Special Mention rating may include management problems, pending litigation, a non-existent, or ineffective loan agreement or other material structural weakness, and/or other significant deviation from prudent lending practices.

Risk Rate 6 – Substandard - A Substandard loan is inadequately protected by the current sound worth and paying capacity of the borrower or of the collateral pledged, if any. Loans so classified must have a well-defined weakness, or weaknesses, that jeopardize the liquidation of the debt. The loans are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected. This does not imply ultimate loss of the principal, but may involve burdensome administrative expenses and the accompanying cost to carry the loan.

Risk Rate 7 – Doubtful –- A loan classified Doubtful has all the weaknesses inherent in a substandard loan except that the weaknesses make collection or liquidation in full (on the basis of currently existing facts, conditions, and values) highly questionable and improbable. Doubtful borrowers are usually in default, lack adequate liquidity, or capital, and lack the resources necessary to remain an operating entity. The possibility of loss is extremely high, but because of specific pending events that may strengthen the asset, its classification as loss is deferred. Pending factors include: proposed merger or acquisition; liquidation procedures; capital injection; perfection of liens on additional collateral; and refinancing plans. Loans classified as Doubtful are placed on nonaccrual status.

Risk Rate 8 – Loss - Loans classified Loss are considered uncollectible and of such little value that their continuance as bankable assets is not warranted. This classification does not mean that the loans has absolutely no recovery or salvage value, but rather it is not practical or desirable to defer writing off this basically worthless loan, even though partial recovery may be affected in the future. Borrowers in the Loss category are often in bankruptcy, have formally suspended debt repayments, or have otherwise ceased normal business operations. Loans should be classified as Loss and charged-off in the period in which they become uncollectible.

Loans acquired are evaluated using this internal grading system. Loans acquired are evaluated individually and include purchased credit impaired loans of ~~$14.0~~$3.7 million and ~~$17.1~~$4.1 million that are accounted for under ASC Topic 310-30 and are classified as substandard (Risk Rating 6) as of ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, respectively. Of the remaining loans acquired and accounted for under ASC Topic 310-20, ~~$70.0~~$77.2 million and ~~$76.3~~$50.4 million were classified (Risk Ratings 6, 7 and 8 – see classified loans discussion below) at ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, respectively.

Purchased credit impaired loans are loans that showed evidence of deterioration of credit quality since origination and for which it is probable, at acquisition, that the Company will be unable to collect all amounts contractually owed. Their fair value was initially based on the estimate of cash flows, both principal and interest, expected to be collected or estimated collateral values if cash flows are not estimable, discounted at prevailing market rates of interest. The difference between the undiscounted cash flows expected at acquisition and the fair value at acquisition is recognized as interest income on a level-yield method over the life of the loan. Contractually required payments for interest and principal that exceed the undiscounted cash flows expected at acquisition are not recognized as a yield adjustment. Increases in expected cash flows subsequent to the initial investment are recognized prospectively through adjustment of the yield on the loan over its remaining life. Decreases in expected cash flows are recognized as impairment.

Classified loans for the Company include loans in Risk Ratings 6, 7 and 8. Loans may be classified, but not considered impaired, due to one of the following reasons: (1)The Company has established minimum dollar amount thresholds for loan impairment testing. Loans rated 6 – ~~8that~~8 that fall under the threshold amount are not tested for impairment and therefore are not included in impaired loans. (2) Of the loans that are above the threshold amount and tested for impairment, after testing, some are considered to not be impaired and are not included in impaired loans. Total classified loans, excluding loans accounted for under ASC Topic 310-30, were ~~$174.2~~$177.4 million and ~~$175.6~~$119.0 million, as of ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, respectively.

The following table presents a summary of loans by credit risk rating as of ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, segregated by class of loans. Loans accounted for under ASC Topic 310-30 are all included in Risk Rate 1-4 in this table.


(In thousands)	Risk Rate 1-4		Risk Rate 5		Risk Rate 6		Risk Rate 7		Risk Rate 8		Total		Risk Rate 1-4		Risk Rate 5		Risk Rate 6		Risk Rate 7		Risk Rate 8		Total
June 30, 2018
March 31, 2019
Consumer:
Credit cards	$	179,969	$	—	$	383	$	—	$	—	$	180,352	$	180,988	$	—	$	561	$	—	$	—	$	181,549
Other consumer	273,345		—		3,985		—		—		277,330		211,642		—		2,017		—		—		213,659
Total consumer	453,314		—		4,368		—		—		457,682		392,630		—		2,578		—		—		395,208
Real estate:
Construction	960,791		2,314		4,599		16		—		967,720		1,372,113		443		3,606		—		—		1,376,162
Single family residential	1,287,314		1,711		25,544		218		—		1,314,787		1,407,554		1,784		21,839		230		—		1,431,407
Other commercial	2,780,597		8,620		27,203		—		—		2,816,420		3,313,139		21,629		20,341		—		—		3,355,109
Total real estate	5,028,702		12,645		57,346		234		—		5,098,927		6,092,806		23,856		45,786		230		—		6,162,678
Commercial:
Commercial	1,199,553		12,803		25,554		—		—		1,237,910		1,745,162		9,671		46,589		—		—		1,801,422
Agricultural	184,228		155		2,600		23		—		187,006		145,828		67		1,321		—		—		147,216
Total commercial	1,383,781		12,958		28,154		23		—		1,424,916		1,890,990		9,738		47,910		—		—		1,948,638
Other	151,936		—		—		—		—		151,936		178,026		—		—		—		—		178,026
Loans acquired	4,096,419		51,985		83,657		373		—		4,232,434		2,930,179		45,157		80,515		336		—		3,056,187
Total	$	11,114,152	$	77,588	$	173,525	$	630	$	—	$	11,365,895	$	11,484,631	$	78,751	$	176,789	$	566	$	—	$	11,740,737



(In thousands)	Risk Rate 1-4		Risk Rate 5		Risk Rate 6		Risk Rate 7		Risk Rate 8		Total
December 31, 2018
Consumer:
Credit cards	$	203,667	$	—	$	506	$	—	$	—	$	204,173
Other consumer	198,840		—		2,457		—		—		201,297
Total consumer	402,507		—		2,963		—		—		405,470
Real estate:
Construction	1,296,988		1,910		1,825		—		—		1,300,723
Single family residential	1,420,052		1,628		18,528		235		—		1,440,443
Other commercial	3,193,289		17,169		14,829		—		—		3,225,287
Total real estate	5,910,329		20,707		35,182		235		—		5,966,453
Commercial:
Commercial	1,742,002		8,357		24,550		—		—		1,774,909
Agricultural	162,824		75		1,615		—		—		164,514
Total commercial	1,904,826		8,432		26,165		—		—		1,939,423
Other	119,042		—		—		—		—		119,042
Loans acquired	3,187,083		51,255		54,097		348		—		3,292,783
Total	$	11,523,787	$	80,394	$	118,407	$	583	$	—	$	11,723,171

2821

(In thousands)
Risk Rate
1-4

Risk Rate
5

Risk Rate
6

Risk Rate
7

Risk Rate
8
Total
December 31, 2017

Consumer:

Credit cards $ 184,920
$ —
$ 502
$ —
$ —
$ 185,422
Other consumer 275,160
—
4,934
—
—
280,094
Total consumer 460,080

—

5,436

—

—

465,516
Real estate:
Construction 603,126
5,795
5,218
16
—
614,155
Single family residential 1,066,902
3,954
23,490
287
—
1,094,633
Other commercial 2,480,293
19,581
30,950
—
—
2,530,824
Total real estate 4,150,321

29,330

59,658

303

—

4,239,612
Commercial:
Commercial 736,377
74,254
14,402
50
134
825,217
Agricultural 146,065
24
2,190
23
—
148,302
Total commercial 882,442

74,278

16,592

73

134

973,519
Other 26,962
—
—
—
—
26,962
Loans acquired 4,918,570
62,128
93,378
—
—
5,074,076
Total $ 10,438,375

$ 165,736

$ 175,064

$ 376

$ 134

$ 10,779,685

Allowance for Loan Losses

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

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

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, including scheduled principal and interest payments. For a collateral dependent loan, the Company’s evaluation process includes a valuation by appraisal or other collateral analysis. This valuation is compared to the remaining outstanding principal balance of the loan. If a loss is determined to be probable, the loss is included in the allowance for loan losses as a specific allocation. If the loan is not collateral dependent, the measurement of loss is based on the difference between the expected and contractual future cash flows of the loan.

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

The following table details activity in the allowance for loan losses by portfolio segment for legacy loans for the three ~~and six~~ months ended ~~June 30, 2018.~~March 31, 2019. Allocation of a portion of the allowance to one category of loans does not preclude its availability to absorb losses in other categories.


(In thousands)	Commercial			Real Estate			Credit Card			Other Consumer and Other			Total			Commercial			Real Estate			Credit Card			Other Consumer and Other			Total
Three Months Ended June 30, 2018
Three Months Ended March 31, 2019
Balance, beginning of period ⁽²⁾	$	9,601		$	30,414		$	3,799		$	3,393		$	47,207		$	20,514		$	29,743		$	3,923		$	2,419		$	56,599
Provision for loan losses ⁽¹⁾	6,897			(1,461		)	749			1,079			7,264			1,874			2,843			898			1,206			6,821
Charge-offs	(790		)	(161		)	(1,012		)	(1,366		)	(3,329		)	(1,968		)	(374		)	(1,142		)	(1,533		)	(5,017		)
Recoveries	59			112			286			133			590			158			142			240			300			840
Net charge-offs	(731		)	(49		)	(726		)	(1,233		)	(2,739		)	(1,810		)	(232		)	(902		)	(1,233		)	(4,177		)
Balance, June 30, 2018 ⁽²⁾	$	15,767		$	28,904		$	3,822		$	3,239		$	51,732

Six Months Ended June 30, 2018
Balance, beginning of period ⁽²⁾	$	7,007		$	27,281		$	3,784		$	3,596		$	41,668
Provision for loan losses ⁽¹⁾	11,183			1,825			1,500			1,838			16,346
Charge-offs	(2,551		)	(616		)	(2,011		)	(2,422		)	(7,600		)
Recoveries	128			414			549			227			1,318
Net charge-offs	(2,423		)	(202		)	(1,462		)	(2,195		)	(6,282		)
Balance, June 30, 2018 ⁽²⁾	$	15,767		$	28,904		$	3,822		$	3,239		$	51,732
Balance, March 31, 2019 ⁽²⁾																$	20,578		$	32,354		$	3,919		$	2,392		$	59,243

Period-end amount allocated to:
Loans individually evaluated for impairment	$	18		$	427		$	—		$	—		$	445		$	109		$	412		$	—		$	—		$	521
Loans collectively evaluated for impairment	15,749			28,477			3,822			3,239			51,287			20,469			31,942			3,919			2,392			58,722
Balance, June 30, 2018 ⁽²⁾	$	15,767		$	28,904		$	3,822		$	3,239		$	51,732
Balance, March 31, 2019 ⁽²⁾																$	20,578		$	32,354		$	3,919		$	2,392		$	59,243

~~______________________~~

~~(1)~~

Provision for loan losses of $1,769,000 and $1,837,000 attributable to loans acquired was excluded from this table for the three and six months ended June 30, 2018, respectively (total provision for loan losses for the three and six months ended June 30, 2018 was $9,033,000 and $18,183,000). There were $132,000 and $211,000 in charge-offs for loans acquired during the three and six months ended June 30, 2018, respectively, resulting in an ending balance in the allowance related to loans acquired of $2,044,000.

~~(2)~~

Allowance for loan losses at June 30, 2018 includes $2,044,000 allowance for loans acquired (not shown in the table above). Allowance for loan losses at March 31, 2018 and December 31, 2017 includes $407,000 and $418,000, respectively, of allowance for loans acquired (not shown in the table above). The total allowance for loan losses at June 30, 2018 was $53,776,000 and total allowance for loan losses at March 31, 2018 and December 31, 2017 was $47,614,000 and $42,086,000, respectively.

3022

Activity in the allowance for loan losses for the three ~~and six~~ months ended ~~June 30, 2017~~March 31, 2018 was as follows:


(In thousands)	Commercial			Real Estate			Credit Card			Other Consumer and Other			Total			Commercial			Real Estate			Credit Card			Other Consumer and Other			Total
Three Months Ended June 30, 2017
Balance, beginning of period ⁽⁴⁾	$	8,173		$	22,253		$	3,729		$	3,710		$	37,865
Provision for loan losses ⁽³⁾	249			4,974			649			436			6,308
Three Months Ended March 31, 2018
Balance, beginning of period ⁽³⁾																$	7,007		$	27,281		$	3,784		$	3,596		$	41,668
Provision for loan losses ⁽¹⁾																4,286			3,286			751			759			9,082
Charge-offs	(349		)	(1,712		)	(901		)	(993		)	(3,955		)	(1,761		)	(455		)	(999		)	(1,056		)	(4,271		)
Recoveries	32			216			277			636			1,161			69			302			263			94			728
Net charge-offs	(317		)	(1,496		)	(624		)	(357		)	(2,794		)	(1,692		)	(153		)	(736		)	(962		)	(3,543		)
Balance, June 30, 2017 ⁽⁴⁾	$	8,105		$	25,731		$	3,754		$	3,789		$	41,379

Six Months Ended June 30, 2017
Balance, beginning of period ⁽⁴⁾	$	7,739		$	21,817		$	3,779		$	2,951		$	36,286
Provision for loan losses ⁽³⁾	945			5,834			1,407			1,679			9,865
Charge-offs	(641		)	(2,368		)	(1,945		)	(2,167		)	(7,121		)
Recoveries	62			448			513			1,326			2,349
Net charge-offs	(579		)	(1,920		)	(1,432		)	(841		)	(4,772		)
Balance, June 30, 2017 ⁽⁴⁾	$	8,105		$	25,731		$	3,754		$	3,789		$	41,379
Balance, March 31, 2018 ⁽²⁾																$	9,601		$	30,414		$	3,799		$	3,393		$	47,207

Period-end amount allocated to:
Loans individually evaluated for impairment	$	3,636		$	1,888		$	—		$	—		$	5,524		$	18		$	426		$	—		$	—		$	444
Loans collectively evaluated for impairment	4,469			23,843			3,754			3,789			35,855			9,583			29,988			3,799			3,393			46,763
Balance, June 30, 2017 ⁽⁴⁾	$	8,105		$	25,731		$	3,754		$	3,789		$	41,379
Balance, March 31, 2018 ⁽²⁾																$	9,601		$	30,414		$	3,799		$	3,393		$	47,207

Period-end amount allocated to:
Loans individually evaluated for impairment	$	—		$	338		$	—		$	—		$	338		$	437		$	247		$	—		$	—		$	684
Loans collectively evaluated for impairment	7,007			26,943			3,784			3,596			41,330			20,077			29,496			3,923			2,419			55,915
Balance, December 31, 2017⁽⁵⁾	$	7,007		$	27,281		$	3,784		$	3,596		$	41,668
Balance, December 31, 2018⁽²⁾																$	20,514		$	29,743		$	3,923		$	2,419		$	56,599

______________________

~~(3)~~

Provision for loan losses of $714,000 and $1,464,000 attributable to loans acquired was excluded from this table for the three and six months ended June 30, 2017 (total provision for loan losses for the three and six months ended June 30, 2017 was $7,023,000 and $11,330,000, respectively). There were $758,000 and $2.0 million in charge-offs for loans acquired during the three and six months ended June 30, 2017, respectively, resulting in an ending balance in the allowance related to loans acquired of $391,000.


~~(4)~~	Allowance for loan losses at June 30, 2017, March 31, 2017 and December 31, 2016 includes $391,000, $435,000 and $954,000, allowance for loans acquired, respectively, (not shown in the table above). The total allowance for loan losses at June 30, 2017, March 31, 2017 and December 31, 2016 was $41,770,000, $38,300,000 and $37,240,000, respectively.

~~(5)~~

(1) Provision for loan losses of $2,464,000 attributable to loans acquired was excluded from this table for the three months ended March 31, 2019 (total provision for loan losses for the three months ended March 31, 2019 was $9,285,000). There were $1,247,000 in charge-offs for loans acquired during the three months ended March 31, 2019, resulting in an ending balance in the allowance related to loans acquired of $1,312,000. Provision for loan losses of $68,000 attributable to loans acquired was excluded from this table for the three months ended March 31, 2018 (total provision for loan losses for the three months ended March 31, 2018 was $9,150,000). There were $79,000 in charge-offs for loans acquired during the three months ended March 31, 2018, resulting in an ending balance in the allowance related to loans acquired of $407,000.

(2) Allowance for loan losses at March 31, 2019 includes $1,312,000 allowance for loans acquired (not shown in the table above). Allowance for loan losses at December 31, 2018 and March 31, 2018 includes $95,000 and $407,000, respectively, of allowance for loans acquired (not shown in the table above). The total allowance for loan losses at March 31, 2019 was $60,555,000 and total allowance for loan losses at December 31, 2018 and March 31, 2018 was $56,694,000 and $47,614,000, respectively.

(3) Allowance for loan losses at December 31, 2017 includes $418,000 allowance for loans acquired (not shown in the table above). The total allowance for loan losses at December 31, 2017 was $42,086,000.

The Company’s recorded investment in loans, excluding loans acquired, related to each balance in the allowance for loan losses by portfolio segment on the basis of the Company’s impairment methodology was as follows:


(In thousands)	Commercial		Real Estate		Credit Card		Other Consumer and Other		Total		Commercial		Real Estate		Credit Card		Other Consumer and Other		Total
June 30, 2018
March 31, 2019
Loans individually evaluated for impairment	$	9,082	$	28,139	$	238	$	3,804	$	41,263	$	30,710	$	24,976	$	338	$	1,555	$	57,579
Loans collectively evaluated for impairment	1,415,834		5,070,788		180,114		425,462		7,092,198		1,917,928		6,137,702		181,211		390,130		8,626,971
Balance, end of period	$	1,424,916	$	5,098,927	$	180,352	$	429,266	$	7,133,461	$	1,948,638	$	6,162,678	$	181,549	$	391,685	$	8,684,550

December 31, 2017
December 31, 2018
Loans individually evaluated for impairment	$	7,610	$	31,538	$	170	$	4,605	$	43,923	$	13,062	$	24,253	$	296	$	2,159	$	39,770
Loans collectively evaluated for impairment	965,909		4,208,074		185,252		302,451		5,661,686		1,926,361		5,942,200		203,877		318,180		8,390,618
Balance, end of period	$	973,519	$	4,239,612	$	185,422	$	307,056	$	5,705,609	$	1,939,423	$	5,966,453	$	204,173	$	320,339	$	8,430,388

NOTE 6:5: LOANS ACQUIRED

~~During~~The Company accounts for its acquisitions under ASC Topic 805, Business Combinations, which requires the ~~fourth quarter~~use of ~~2017,~~ the ~~Company evaluated $1.985 billion~~acquisition method of ~~net~~accounting. All identifiable assets acquired, including loans, ~~($2.021 billion gross~~are recorded at fair value. No allowance for loan losses related to the loans ~~less $36.3 million discount) purchased~~acquired is recorded on the acquisition date as the fair value of the loans acquired incorporates assumptions regarding credit risk. Loans acquired are recorded at fair value in ~~conjunction~~accordance with the ~~acquisition~~fair value methodology prescribed in ASC Topic 820, Fair Value Measurement. The fair value estimates associated with the loans include estimates related to expected prepayments and the amount and timing of ~~OKSB, described in Note 2, Acquisitions,~~undiscounted expected principal, interest and other cash flows.

The Company evaluates non-impaired loans acquired in accordance with the provisions of ASC Topic 310-20, Nonrefundable Fees and Other Costs. The fair value discount on these loans is ~~being~~ accreted into interest income over the weighted average life of the loans using a constant yield method. ~~These loans are not considered to be impaired loans.~~ The Company ~~evaluated the remaining $11.4 million of net~~evaluates purchased impaired loans ~~($18.1 million gross loans less $6.7 million discount) purchased in conjunction with the acquisition of OKSB for impairment~~ in accordance with the provisions of ASC Topic 310-30, Loans and Debt Securities Acquired with Deteriorated Credit Quality. Purchased loans are considered impaired if there is evidence of credit deterioration since origination and if it is probable that not all contractually required payments will be collected.

~~Also during the fourth quarter of 2017,~~For impaired loans accounted for under ASC Topic 310-30, the Company evaluated $2.208 billion of net loans ($2.246 billion gross loans less $37.8 million discount) purchased in conjunction with the acquisition of First Texas, described in Note 2, Acquisitions, in accordance with the provisions of ASC Topic 310-20, ~~Nonrefundable Fees and Other Costs. The fair value discount is being accreted into interest income over the weighted average life of the loans using a constant yield method. These loans are not considered~~continues to estimate cash flows expected to be ~~impaired loans.~~

~~During the second quarter of 2017, the Company evaluated $249.2 million of net loans ($254.2 million gross loans less $5.0 million discount)~~collected on purchased ~~in conjunction with the acquisition of Hardeman, described in Note 2, Acquisitions, in accordance with the provisions of ASC Topic 310-20,~~ ~~Nonrefundable Fees and Other Costs. The fair value discount is being accreted into interest income over the weighted average life of the loans using a constant yield method. These loans are not considered to be~~credit impaired loans. The Company ~~evaluated~~evaluates, at each balance sheet date, whether the present value of the purchased credit impaired loans determined using the effective interest rates has decreased significantly and if so, recognize a provision for loan loss in the consolidated statement of income. For any significant increases in cash flows expected to be collected, the Company adjusts the amount of accretable yield recognized on a prospective basis over the remaining ~~$2.4 million~~life of ~~net loans ($3.4 million gross loans less $990,000 discount)~~the purchased ~~in conjunction with the acquisition of Hardeman for impairment in accordance with the provisions of ASC Topic 310-30,~~ ~~Loans and Debt Securities Acquired with Deteriorated Credit Quality~~.credit impaired loan.

~~See Note 2, Acquisitions, for further discussion of loans acquired.~~

The following table reflects the carrying value of all loans acquired as of ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017:~~2018:


	Loans Acquired				Loans Acquired
(In thousands)	June 30, 2018		December 31, 2017		March 31, 2019		December 31, 2018
Consumer:
Other consumer	$	31,651	$	51,467	$	11,979	$	15,658
Real estate:
Construction	521,321		637,032		404,512		429,605
Single family residential	671,602		793,228		533,917		566,188
Other commercial	2,240,578		2,387,777		1,730,472		1,848,679
Total real estate	3,433,501		3,818,037		2,668,901		2,844,472
Commercial:
Commercial	764,473		995,587		374,033		430,914
Agricultural	2,809		66,576		1,274		1,739
Total commercial	767,282		1,062,163		375,307		432,653
Other	—		142,409
Total loans acquired ⁽¹⁾	$	4,232,434	$	5,074,076	$	3,056,187	$	3,292,783


~~(1)~~	~~Loans acquired are reported net of a $2,044,000 and $418,000 allowance at June 30, 2018 and December 31, 2017, respectively.~~

________________________

(1) Loans acquired are reported net of a $1,312,000 and $95,000 allowance at March 31, 2019 and December 31, 2018, respectively.

Nonaccrual loans acquired, excluding purchased credit impaired loans accounted for under ASC Topic 310-30, segregated by class of loans, are as follows (see Note 5,4, Loans and Allowance for Loan Losses, for discussion of nonaccrual loans):

(In thousands) June 30, 2018 December 31, 2017

Consumer:

Other consumer $ 362
$ 334
Real estate:
Construction 258
1,767
Single family residential 8,784
12,151
Other commercial 22,944
7,401
Total real estate 31,986

21,319
Commercial:
Commercial 4,680
1,748
Agricultural 32
84
Total commercial 4,712

1,832
Total $ 37,060

$ 23,485



(In thousands)	March 31, 2019		December 31, 2018

Consumer:
Other consumer	$	149	$	140
Real estate:
Construction	130		114
Single family residential	6,342		6,603
Other commercial	8,973		1,167
Total real estate	15,445		7,884
Commercial:
Commercial	3,117		13,578
Agricultural	20		38
Total commercial	3,137		13,616
Total	$	18,731	$	21,640

An age analysis of past due loans acquired segregated by class of loans, is as follows (see Note 5,4, Loans and Allowance for Loan Losses, for discussion of past due loans):


(In thousands)	Gross 30-89 Days Past Due		90 Days or More Past Due		Total Past Due		Current		Total Loans		90 Days Past Due & Accruing		Gross 30-89 Days Past Due		90 Days or More Past Due		Total Past Due		Current		Total Loans		90 Days Past Due & Accruing

June 30, 2018
March 31, 2019
Consumer:
Other consumer	$	347	$	249	$	596	$	31,055	$	31,651	$	—	$	94	$	77	$	171	$	11,808	$	11,979	$	—
Real estate:
Construction	645		1,020		1,665		519,656		521,321		—		5		8,122		8,127		396,385		404,512		—
Single family residential	3,576		7,410		10,986		660,616		671,602		1,165		5,058		2,583		7,641		526,276		533,917		24
Other commercial	4,801		18,947		23,748		2,216,830		2,240,578		—		305		8,267		8,572		1,721,900		1,730,472		—
Total real estate	9,022		27,377		36,399		3,397,102		3,433,501		1,165		5,368		18,972		24,340		2,644,561		2,668,901		24
Commercial:
Commercial	3,675		7,966		11,641		752,832		764,473		762		7,265		6,673		13,938		360,095		374,033		—
Agricultural	35		—		35		2,774		2,809		—		—		—		—		1,274		1,274		—
Total commercial	3,710		7,966		11,676		755,606		767,282		762		7,265		6,673		13,938		361,369		375,307		—

Total	$	13,079	$	35,592	$	48,671	$	4,183,763	$	4,232,434	$	1,927	$	12,727	$	25,722	$	38,449	$	3,017,738	$	3,056,187	$	24

December 31, 2017
Consumer:
Other consumer	$	889	$	260	$	1,149	$	50,318	$	51,467	$	108
Real estate:
Construction	2,577		1,448		4,025		633,007		637,032		279
Single family residential	12,936		3,302		16,238		776,990		793,228		126
Other commercial	17,176		5,647		22,823		2,364,954		2,387,777		2,565
Total real estate	32,689		10,397		43,086		3,774,951		3,818,037		2,970
Commercial:
Commercial	2,344		1,039		3,383		992,204		995,587		67
Agricultural	51		—		51		66,525		66,576		—
Total commercial	2,395		1,039		3,434		1,058,729		1,062,163		67

Other	15		—		15		142,394		142,409		—
Total	$	35,988	$	11,696	$	47,684	$	5,026,392	$	5,074,076	$	3,145

3425



(In thousands)	Gross 30-89 Days Past Due		90 Days or More Past Due		Total Past Due		Current		Total Loans		90 Days Past Due & Accruing

December 31, 2018
Consumer:
Other consumer	$	337	$	49	$	386	$	15,272	$	15,658	$	2
Real estate:
Construction	8,283		27		8,310		421,295		429,605		—
Single family residential	4,706		3,049		7,755		558,433		566,188		—
Other commercial	168		577		745		1,847,934		1,848,679		—
Total real estate	13,157		3,653		16,810		2,827,662		2,844,472		—
Commercial:
Commercial	1,302		9,542		10,844		420,070		430,914		—
Agricultural	31		5		36		1,703		1,739		—
Total commercial	1,333		9,547		10,880		421,773		432,653		—

Total	$	14,827	$	13,249	$	28,076	$	3,264,707	$	3,292,783	$	2

The following table presents a summary of loans acquired by credit risk rating, segregated by class of loans (see Note 5,4, Loans and Allowance for Loan Losses, for discussion of loan risk rating). Loans accounted for under ASC Topic 310-30 are all included in Risk Rate 1-4 in this table.


(In thousands)	Risk Rate 1-4		Risk Rate 5		Risk Rate 6		Risk Rate 7		Risk Rate 8		Total		Risk Rate 1-4		Risk Rate 5		Risk Rate 6		Risk Rate 7		Risk Rate 8		Total

June 30, 2018
March 31, 2019
Consumer:
Other consumer	$	30,912	$	10	$	729	$	—	$	—	$	31,651	$	11,715	$	—	$	264	$	—	$	—	$	11,979
Real estate:
Construction	500,741		19,624		956		—		—		521,321		369,267		27,475		7,770		—		—		404,512
Single family residential	653,816		1,962		15,451		373		—		671,602		520,159		2,049		11,373		336		—		533,917
Other commercial	2,190,767		11,345		38,466		—		—		2,240,578		1,675,051		11,894		43,527		—		—		1,730,472
Total real estate	3,345,324		32,931		54,873		373		—		3,433,501		2,564,477		41,418		62,670		336		—		2,668,901
Commercial:
Commercial	717,441		19,044		27,988		—		—		764,473		352,779		3,739		17,515		—		—		374,033
Agricultural	2,742		—		67		—		—		2,809		1,208		—		66		—		—		1,274
Total commercial	720,183		19,044		28,055		—		—		767,282		353,987		3,739		17,581		—		—		375,307

Total	$	4,096,419	$	51,985	$	83,657	$	373	$	—	$	4,232,434	$	2,930,179	$	45,157	$	80,515	$	336	$	—	$	3,056,187

December 31, 2017
Consumer:
Other consumer	$	50,625	$	21	$	821	$	—	$	—	$	51,467
Real estate:
Construction	604,796		30,524		1,712		—		—		637,032
Single family residential	770,954		2,618		19,656		—		—		793,228
Other commercial	2,337,097		15,064		35,616		—		—		2,387,777
Total real estate	3,712,847		48,206		56,984		—		—		3,818,037
Commercial:
Commercial	946,322		13,901		35,364		—		—		995,587
Agricultural	66,367		—		209		—		—		66,576
Total commercial	1,012,689		13,901		35,573		—		—		1,062,163

Other	142,409		—		—		—		—		142,409
Total	$	4,918,570	$	62,128	$	93,378	$	—	$	—	$	5,074,076



(In thousands)	Risk Rate 1-4		Risk Rate 5		Risk Rate 6		Risk Rate 7		Risk Rate 8		Total

December 31, 2018
Consumer:
Other consumer	$	15,380	$	—	$	278	$	—	$	—	$	15,658
Real estate:
Construction	393,122		27,621		8,862		—		—		429,605
Single family residential	553,460		2,081		10,299		348		—		566,188
Other commercial	1,822,179		9,137		17,363		—		—		1,848,679
Total real estate	2,768,761		38,839		36,524		348		—		2,844,472
Commercial:
Commercial	401,300		12,416		17,198		—		—		430,914
Agricultural	1,642		—		97		—		—		1,739
Total commercial	402,942		12,416		17,295		—		—		432,653

Total	$	3,187,083	$	51,255	$	54,097	$	348	$	—	$	3,292,783

Loans acquired were individually evaluated and recorded at estimated fair value, including estimated credit losses, at the time of acquisition. These loans are systematically reviewed by the Company to determine the risk of losses that may exceed those identified at the time of the acquisition. Techniques used in determining risk of loss are similar to the Company’s legacy loan portfolio, with most focus being placed on those loans which include the larger loan relationships and those loans which exhibit higher risk characteristics.

In addition to the accretable yield on loans acquired not considered to be impaired, the amount of the estimated cash flows expected to be received from the purchased credit impaired loans in excess of the fair values recorded for the purchased credit impaired loans is referred to as the accretable yield. The accretable yield is recognized as interest income over the estimated lives of the loans. Each quarter, the Company estimates the cash flows expected to be collected from the acquired purchased credit impaired loans, and adjustments may or may not be required. This has resulted in an increase in interest income that is spread on a level-yield basis over the remaining expected lives of the loans.

~~The impact of these adjustments on the Company’s financial results for the three and six months ended June 30, 2018 and 2017 is shown below:~~

Three Months Ended
June 30, Six Months Ended
June 30,
(In thousands) 2018 2017 2018 2017

Impact on net interest income and pre-tax income $ 26
$ 1,388
$ 476
$ 2,572

Impact, net of taxes $ 19
$ 844
$ 350
$ 1,563

These adjustments will be recognized over the remaining lives of the purchased credit impaired loans. The accretable yield adjustments recorded in future periods will change as the Company continues to evaluate expected cash flows from the purchased credit impaired loans.

Changes in the carrying amount of the accretable yield for all purchased impaired loans were as follows for the three ~~and six~~ months ended ~~June 30, 2018~~March 31, 2019 and ~~2017.~~2018.

Three Months Ended
June 30, 2018 Six Months Ended
June 30, 2018
(In thousands)
Accretable
Yield

Carrying
Amount of
Loans

Accretable
Yield

Carrying
Amount of
Loans
Beginning balance $ 1,369
$ 17,605
$ 620
$ 17,116
Additions —
—
—
—
Accretable yield adjustments 44
—
1,178
—
Accretion (31 ) 31
(416 ) 416
Payments and other reductions, net —
(3,641 ) —
(3,537 )
Balance, ending $ 1,382

$ 13,995

$ 1,382

$ 13,995


	Three Months Ended June 30, 2017						Six Months Ended June 30, 2017						Three Months Ended March 31, 2019						Three Months Ended March 31, 2018
(In thousands)	Accretable Yield			Carrying Amount of Loans			Accretable Yield			Carrying Amount of Loans			Accretable Yield			Carrying Amount of Loans			Accretable Yield			Carrying Amount of Loans
Beginning balance	$	1,217		$	8,695		$	1,655		$	17,802		$	1,460		$	4,050		$	620		$	17,116
Additions	—			2,388			—			2,388			—			—			—			—
Accretable yield adjustments	1,418			—			2,646			—			17			—			1,134			—
Accretion	(1,869		)	1,869			(3,535		)	3,535			(9		)	9			(385		)	385
Payments and other reductions, net	—			(4,504		)	—			(15,277		)	—			(408		)	—			104
Balance, ending	$	766		$	8,448		$	766		$	8,448		$	1,468		$	3,651		$	1,369		$	17,605

Purchased impaired loans are evaluated on an individual borrower basis. Because some loans evaluated by the Company were determined to have experienced impairment in the estimated credit quality or cash flows, the Company recorded a provision and established an allowance for loan loss for loans acquired resulting in a total allowance on loans acquired of ~~$2,044,000~~$1,312,000 at ~~June 30, 2018~~March 31, 2019 and ~~$418,000~~$95,000 at December 31, ~~2017.~~2018. The provision on loans acquired for the three ~~and six~~ months ended ~~June 30,~~March 31, 2019 and 2018 was ~~$1,769,000~~$2,464,000 and ~~$1,837,000, respectively. The provision on loans acquired for the three and six months ended June 30, 2017 was $714,000 and $1,464,000,~~$68,000, respectively.

3627

NOTE 6: RIGHT-OF-USE LEASE ASSETS AND LEASE LIABILITIES

As of the first quarter 2019, the Company accounts for its leases in accordance with ASC Topic 842, Leases, which requires recognition of most leases, including operating leases, with a term greater than 12 months, on the balance sheet. At lease commencement, the lease contract is reviewed to determine whether the contract is a finance lease or an operating lease; a lease liability is recognized on a discounted basis, related to the Company’s obligation to make lease payments; and a right-of-use asset is also recognized related to the Company’s right to use, or control the use of, a specified asset for the lease term. The Company accounts for lease and non-lease components (such as taxes, insurance and common area maintenance costs) separately as such amounts are generally readily determinable under the lease contracts. Lease payments over the expected term are discounted using the Company’s Federal Home Loan Bank advance rates for borrowings of similar term. If it is reasonably certain that a renewal or termination option will be exercised, the effects of such options are included in the determination of the expected lease term. Leases with an initial term of 12 months or less are not recorded on the balance sheet; the Company recognizes lease expense for these leases on a straight-line basis over the lease term.

The Company’s leases are classified as operating leases with a term, including expected renewal or termination options, greater than one year, and are related to certain office facilities and office equipment. As of March 31, 2019, right-of-use lease assets included in premises and equipment are $30.5 million and lease liabilities included in other liabilities are $30.4 million. During the three months ended March 31, 2019, the Company recognized lease expense of $2.6 million and the weighted average discount rate was 3.46%. At March 31, 2019, the weighted average remaining lease term was 9.29 years.

See Note 1, in the Recently Adopted Accounting Standards section, for additional information related to the adoption of ASC Topic 842.

NOTE 7: GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill is tested annually, or more often than annually, if circumstances warrant, 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. Goodwill totaled $845.7 million at ~~June 30, 2018~~both March 31, 2019 and ~~$842.7 million at~~ December 31, ~~2017.~~

~~The Company recorded $229.1 million, $240.8 million and $29.4 million of goodwill as a result of its acquisitions of OKSB, First Texas and Hardeman, respectively.~~2018. Goodwill impairment was neither indicated nor recorded during the ~~six~~three months ended ~~June 30, 2018~~March 31, 2019 or the year ended December 31, ~~2017.~~2018.

Core deposit premiums are amortized over periods ranging from 10 to 15 years and are periodically evaluated, at least annually, as to the recoverability of their carrying value. ~~Core deposit premiums of $42.1 million, $7.3 million, and $7.8 million were recorded during 2017 as part of the OKSB, First Texas and Hardeman acquisitions, respectively.~~

~~Intangible~~Additionally, intangible assets are being amortized over various periods ranging from 10 to 15 years. The Company recorded $830,000 of intangible assets during 2017 related to the insurance operations in the Hardeman acquisition. The Company recorded $3.8 million of other intangible assets during 2017 as part of the OKSB acquisition which were subsequently sold in first quarter 2018.

The Company’s goodwill and other intangibles (carrying basis and accumulated amortization) at ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, were as follows:


(In thousands)	June 30, 2018			December 31, 2017			March 31, 2019			December 31, 2018

Goodwill	$	845,687		$	842,651		$	845,687		$	845,687
Core deposit premiums:
Gross carrying amount	105,984			105,984			105,984			105,984
Accumulated amortization	(21,425		)	(16,659		)	(28,552		)	(26,177		)
Core deposit premiums, net	84,559			89,325			77,432			79,807
Books of business intangible:
Gross carrying amount	15,234			15,414			15,234			15,234
Accumulated amortization	(3,177		)	(2,827		)	(3,972		)	(3,707		)
Books of business intangible, net	12,057			12,587			11,262			11,527
Other intangibles:
Gross carrying amount	2,068			6,037
Accumulated amortization	(1,964		)	(1,878		)
Other intangibles, net	104			4,159
Other intangible assets, net	96,720			106,071			88,694			91,334
Total goodwill and other intangible assets	$	942,407		$	948,722		$	934,381		$	937,021

The Company’s estimated remaining amortization expense on intangibles as of ~~June 30, 2018~~March 31, 2019 is as follows:

(In thousands) Year
Amortization
Expense
Remainder of 2018 $ 5,387
2019 10,565
2020 10,552
2021 10,490
2022 10,438
Thereafter 49,288
Total $ 96,720



(In thousands)	Year	Amortization Expense
	Remainder of 2019	$	7,924
	2020	10,552
	2021	10,490
	2022	10,438
	2023	10,156
	Thereafter	39,134
	Total	$	88,694

NOTE 8: TIME DEPOSITS

Time deposits include approximately ~~$1.564~~$1.507 billion and ~~$736.0 million~~$1.443 billion of certificates of deposit of $100,000 or more at ~~June 30, 2018,~~March 31, 2019, and December 31, ~~2017,~~2018, respectively. Of this total approximately ~~$948,519,000~~$770.1 million and ~~$396,771,000~~$753.2 million of certificates of deposit were over $250,000 at ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, respectively.

NOTE 9: INCOME TAXES

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


											Three Months Ended March 31,
(In thousands)	Three Months Ended June 30,						Six Months Ended June 30,				2019		2018
	2018			2017			2018		2017
Income taxes currently payable	$	15,652		$	11,920		$	25,697	$	18,521	$	10,317	$	10,045
Deferred income taxes	(1,869		)	(860		)	2,052		2,230		2,081		3,921
Provision for income taxes	$	13,783		$	11,060		$	27,749	$	20,751	$	12,398	$	13,966

The tax effects of temporary differences between the tax basis of assets and liabilities and their financial reporting amounts that give rise to deferred income tax assets and liabilities, and their appropriate tax effects, are as follows:


(In thousands)	June 30, 2018			December 31, 2017			March 31, 2019		December 31, 2018
Deferred tax assets:
Loans acquired	$	15,849		$	19,885		$	11,052	$	12,536
Allowance for loan losses	13,950			10,773			14,885		13,947
Valuation of foreclosed assets	2,855			2,852			1,474		1,474
Tax NOLs from acquisition	7,629			7,821			6,969		7,242
Deferred compensation payable	2,639			2,433			2,793		2,707
Accrued equity and other compensation	6,899			5,302			6,304		8,182
Acquired securities	578			578			397		397
Unrealized loss on available-for-sale securities	13,326			6,107			2,718		9,196
Other	6,701			8,813			7,130		7,042
Gross deferred tax assets	70,426			64,564			53,722		62,723

Deferred tax liabilities:
Goodwill and other intangible amortization	(32,436		)	(32,572		)
Accumulated depreciation	(9,375		)	(8,945		)
Other	(3,325		)	(4,413		)
Gross deferred tax liabilities	(45,136		)	(45,930		)

Net deferred tax asset, included in other assets	$	25,290		$	18,634

3829



(In thousands)	March 31, 2019			December 31, 2018
Deferred tax liabilities:
Goodwill and other intangible amortization	$	(30,273	)	$	(30,471	)
Accumulated depreciation	(13,361		)	(13,361		)
Other	(5,115		)	(5,360		)
Gross deferred tax liabilities	(48,749		)	(49,192		)

Net deferred tax asset, included in other assets	$	4,973		$	13,531

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


	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended March 31,
(In thousands)	2018			2017			2018			2017			2019			2018

Computed at the statutory rate ⁽¹⁾	$	14,143		$	11,944		$	27,851		$	23,078
Computed at the statutory rate (21%)													$	12,620		$	13,708
Increase (decrease) in taxes resulting from:
State income taxes, net of federal tax benefit	1,265			236			3,087			775			1,345			1,822
Discrete items related to ASU 2016-09	(90		)	(295		)	(363		)	(1,377		)	(26		)	(273		)
Tax exempt interest income	(782		)	(1,134		)	(1,459		)	(2,205		)	(961		)	(677		)
Tax exempt earnings on BOLI	(190		)	(220		)	(376		)	(438		)	(179		)	(186		)
Federal tax credits													(729		)	—
Other differences, net	(563		)	529			(991		)	918			328			(428		)
Actual tax provision	$	13,783		$	11,060		$	27,749		$	20,751		$	12,398		$	13,966

~~________________________~~


~~(1)~~	~~The statutory rate was 21% for 2018 compared to 35% for 2017.~~

The Company follows ASC Topic 740, Income Taxes, which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Benefits from tax positions should be recognized in the financial statements only when it is more likely than not that the tax position will be sustained upon examination by the appropriate taxing authority that would have full knowledge of all relevant information. A tax position that meets the more-likely-than-not recognition threshold is measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent financial reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not recognition threshold should be derecognized in the first subsequent financial reporting period in which that threshold is no longer met. ASC Topic 740 also provides guidance on the accounting for and disclosure of unrecognized tax benefits, interest and penalties. The Company has no history of expiring net operating loss carryforwards and is projecting significant pre-tax and financial taxable income in ~~2018~~2019 and in future years. The Company expects to fully realize its deferred tax assets in the future.

On December 22, 2017, the President signed tax reform legislation (the “2017 Act”) which includes a broad range of tax reform proposals affecting businesses, including corporate tax rates, business deductions, and international tax provisions. The 2017 Act reduces the corporate tax rate from 35% to 21% for tax years beginning after December 31, 2017. Under US GAAP, deferred tax assets and liabilities are required to be measured at the enacted tax rate expected to apply when temporary differences are to be realized or settled and the effect of a change in tax law is recorded discretely as a component of the income tax provision related to continuing operations in the period of enactment. As a result, the Company was required to remeasure its deferred taxes as of December 22, 2017 based upon the new 21% tax rate and the change was recorded in the 2017 income tax provision.

On December 22, 2017, the SEC issued Staff Accounting Bulletin No. 118 (“SAB 118”), which provides guidance on accounting for the tax effects of the 2017 Act. SAB 118 provides a measurement period that should not extend beyond one year from the 2017 Act enactment date for companies to complete the accounting under ASC 740, ~~Income Taxes~~. As such, the company’s 2017 financial results reflect the income tax effects for the 2017 Act for which the accounting under ASC 740 is complete and provisional amounts for those specific income tax effects of the 2017 Act for which the accounting under ASC 740 is incomplete but a reasonable estimate could be determined. The company did not identify items for which the income tax effects of the 2017 Act have not been completed and a reasonable estimate could not be determined as of December 31, 2017. The tax expense recorded in 2017 is a reasonable estimate based on published guidance available at this time and is considered provisional. The ultimate impact of the 2017 Act may differ from these estimates due to changes in interpretations and assumptions made by the Company, as well as additional regulatory guidance. Any adjustments will be reflected in the Company’s financial statements in future periods.

The amount of unrecognized tax benefits may increase or decrease in the future for various reasons including adding amounts for current tax year positions, expiration of open income tax returns due to the statutes of limitation, changes in management’s judgment about the level of uncertainty, status of examinations, litigation and legislative activity and the addition or elimination of uncertain tax positions.

Section 382 of the Internal Revenue Code imposes an annual limit on the ability of a corporation that undergoes an “ownership change” to use its U.S. net operating losses to reduce its tax liability. The Company closed a stock acquisition in a prior year that invoked the Section 382 annual limitation. Approximately ~~$35.6~~$33.8 million of federal net operating losses subject to the IRC Sec 382 annual limitation are expected to be utilized by the Company. The net operating loss carryforwards expire between 2028 and 2035.

The Company files income tax returns in the U.S. federal jurisdiction. The Company’s U.S. federal income tax returns are open and subject to examinations from the ~~2014~~2015 tax year and forward. The Company’s various state income tax returns are generally open from the ~~2014~~2015 and later tax return years based on individual state statute of limitations.

NOTE 10: SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE

The Company utilizes securities sold under agreements to repurchase to facilitate the needs of its customers and to facilitate secured short-term funding needs. Securities sold under agreements to repurchase are stated at the amount of cash received in connection with the transaction. The Company monitors collateral levels on a continuous basis. The Company may be required to provide additional collateral based on the fair value of the underlying securities. Securities pledged as collateral under repurchase agreements are maintained with safekeeping agents.

The gross amount of recognized liabilities for repurchase agreements was ~~$99.6~~$117.0 million and ~~$122.0~~$95.5 million at ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, respectively. The remaining contractual maturity of the securities sold under agreements to repurchase in the consolidated balance sheets as of ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017~~2018 is presented in the following tables.


	Remaining Contractual Maturity of the Agreements										Remaining Contractual Maturity of the Agreements
(In thousands)	Overnight and Continuous		Up to 30 Days		30-90 Days		Greater than 90 Days		Total		Overnight and Continuous		Up to 30 Days		30-90 Days		Greater than 90 Days		Total
June 30, 2018
March 31, 2019
Repurchase agreements:
U.S. Government agencies	$	99,551	$	—	$	—	$	—	$	99,551	$	116,963	$	—	$	—	$	—	$	116,963

December 31, 2017
December 31, 2018
Repurchase agreements:
U.S. Government agencies	$	122,019	$	—	$	—	$	—	$	122,019	$	95,542	$	—	$	—	$	—	$	95,542

NOTE 11: OTHER BORROWINGS AND SUBORDINATED NOTES AND DEBENTURES

Debt at ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017~~2018 consisted of the following components:


(In thousands)	June 30, 2018			December 31, 2017		March 31, 2019			December 31, 2018
Other Borrowings
FHLB advances, net of discount, due 2018 to 2033, 1.33% to 7.37% secured by residential real estate loans	$	1,451,811		$	1,261,642
Revolving credit agreement, due 10/5/2018, floating rate of 1.50% above the one month LIBOR rate, unsecured	—			75,000
Notes payable, due 10/15/2020, 3.85%, fixed rate, unsecured	—			43,382
FHLB advances, net of discount, due 2019 to 2033, 1.38% to 7.37% secured by real estate loans						$	1,169,989		$	1,345,450
Revolving credit agreement, due 10/4/2019, floating rate of 1.50% above the one month LIBOR rate, unsecured						—			—
Total other borrowings	1,451,811			1,380,024		1,169,989			1,345,450

Subordinated Notes and Debentures
Subordinated notes payable, due 4/1/2028, fixed-to-floating rate (fixed rate of 5.00% through 3/31/2023, floating rate of 2.15% above the three month LIBOR rate, reset quarterly)	330,000			—		330,000			330,000
Trust preferred securities, due 12/30/2033, floating rate of 2.80% above the three month LIBOR rate, reset quarterly, callable without penalty	—			20,620
Trust preferred securities, net of discount, due 6/30/2035, floating rate of 1.75% above the three month LIBOR rate, reset quarterly, callable without penalty	9,344			9,327
Trust preferred securities, net of discount, due 9/15/2037, floating rate of 1.37% above the three month LIBOR rate, reset quarterly	10,310			10,284		10,310			10,310
Trust preferred securities, net of discount, due 12/5/2033, floating rate of 2.88% above the three month LIBOR rate, reset quarterly, callable without penalty	—			5,156
Trust preferred securities, net of discount, due 10/18/2034, floating rate of 2.00% above the three month LIBOR rate, reset quarterly, callable without penalty	5,155			5,148
Trust preferred securities, net of discount, due 6/6/2037, floating rate of 1.57% above the three month LIBOR rate, reset quarterly, callable without penalty	10,310			10,288		10,310			10,310
Trust preferred securities, due 12/15/2035, floating rate of 1.45% above the three month LIBOR rate, reset quarterly, callable without penalty	6,702			6,702		6,702			6,702
Trust preferred securities, due 6/26/2033, floating rate of 3.10% above the three month LIBOR rate, reset quarterly, callable without penalty	—			20,619
Trust preferred securities, due 10/7/2033, floating rate of 2.85% above the three month LIBOR rate, reset quarterly, callable without penalty	25,774			25,774
Trust preferred securities, due 9/15/2037, floating rate of 2.00% above the three month LIBOR rate, reset quarterly, callable without penalty	—			8,248
Other subordinated debentures, net of discount, due 9/30/2023, floating rate equal to daily average of prime rate, reset quarterly	19,296			18,399
Unamortized debt issuance costs	(3,554		)	—		(3,281		)	(3,372		)
Total subordinated notes and debentures	413,337			140,565		354,041			353,950
Total other borrowings and subordinated debt	$	1,865,148		$	1,520,589	$	1,524,030		$	1,699,400

In March 2018, the Company issued $330.0 million in aggregate principal amount, of 5.00% Fixed-to-Floating Rate Subordinated Notes (“the Notes”) at a public offering price equal to 100% of the aggregate principal amount of the Notes. The Company incurred $3.6 million in debt issuance costs related to the offering during March. The Notes will mature on April 1, 2028 and will bear interest at an initial fixed rate of 5.00% per annum, payable semi-annually in arrears. From and including April 1, 2023 to, but excluding, the maturity date or the date of earlier redemption, the interest rate will reset quarterly to an annual interest rate equal to the then-current three month LIBOR rate plus 215 basis points, payable quarterly in arrears. The Notes will be subordinated in right of payment to the payment of the Company’s other existing and future senior indebtedness, including all of its general creditors. The Notes are obligations of Simmons First National Corporation only and are not obligations of, and are not guaranteed by, any of its subsidiaries. During ~~the first half of~~ 2018, the Company used a portion of the net proceeds from the sale of the Notes to repay certain outstanding indebtedness, including the amounts borrowed under the Revolving Credit Agreement (the “Credit Agreement”), certain trust preferred securities, both discussed below, and unsecured debt from correspondent banks. The ~~subordinated notes~~Notes qualify for Tier 2 capital treatment.

In ~~October~~ 2017, the Company entered into the Credit Agreement with U.S. Bank National Association and executed an unsecured Revolving Credit Note pursuant to which the Company may borrow, prepay and re-borrow up to $75.0 million, the proceeds of which were primarily used to pay off amounts outstanding under a term note assumed with the First Texas acquisition. The Credit Agreement ~~contains~~contained customary representations, warranties, and covenants of the Company, including, among other things, covenants that impose various financial ratio requirements. ~~The line of credit available to~~In October 2018, the Company ~~under~~and U.S. Bank National Association entered into a First Amendment to the Credit Agreement, ~~expires on~~which extended the expiration date from October 5, 2018 ~~at which time~~to October 4, 2019, reduced the $75.0 million to $50.0 million, and increased the commitment fee on the unused portion from an annual rate of 0.25% to 0.30%. In December 2018, the Company entered into a Second Amendment to the Credit Agreement that clarified the financial metrics contained in certain affirmative covenants are evaluated on a consolidated basis. In October 2019, all amounts borrowed, together with applicable interest, fees, and other amounts owed by the Company ~~shall be~~are due and payable. The balance due under the Credit Agreement at March 31, 2019 was zero.

At ~~June 30, 2018,~~March 31, 2019, the Company had ~~$945.0 million~~$1.2 billion of Federal Home Loan Bank (“FHLB”) advances outstanding with original or expected maturities of one year or ~~less.~~less, of which $775.0 million are FHLB Owns the Option (“FOTO”) advances. FOTO advances are a low cost, fixed-rate source of funding in return for granting to FHLB the flexibility to choose a termination date earlier than the maturity date. Typically, FOTO exercise dates follow a specified lockout period at the beginning of the term when FHLB cannot terminate the FOTO advance. If FHLB exercises its option to terminate the FOTO advance at one of the specified option exercise dates, there is no termination or prepayment fee, and replacement funding will be available at then-prevailing market rates, subject to FHLB’s credit and collateral requirements. The Company’s FOTO advances outstanding at the end of the first quarter have ten to fifteen year maturity dates with lockout periods that vary but do not exceed one year. These FOTO advances are considered and monitored by the Company as short-term advances due to the likelihood of FHLB exercising the options within a year of the settlement dates based upon the rising rate environment and the short lockout periods.

The Company had total FHLB advances of ~~$1.5~~$1.2 billion at ~~June 30, 2018,~~March 31, 2019, with approximately ~~$1.5~~$2.2 billion of additional advances available from the FHLB. The FHLB advances are secured by mortgage loans and investment securities totaling approximately ~~$3.9~~$4.7 billion at ~~June 30, 2018.~~March 31, 2019.

The trust preferred securities are tax-advantaged issues that qualified for Tier 1 capital treatment until December 31, 2017, when the Company reached $15 billion in assets. They still qualify for inclusion as Tier 2 capital at ~~June 30, 2018.~~March 31, 2019. 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 securities of each trust represent preferred beneficial interests in the assets of the respective trusts and are subject to mandatory redemption upon payment of the junior subordinated debentures held by the trust. The common securities of each trust are wholly-owned by the Company. Each trust’s ability to pay amounts due on the trust preferred securities is solely dependent upon the Company making payments on the related junior subordinated debentures. The Company’s obligations under the junior subordinated securities and other relevant trust agreements, in aggregate, constitute a full and unconditional guarantee by the Company of each respective trust’s obligations under the trust securities issued by each respective trust.

The Company’s long-term debt includes subordinated debt, notes payable and long-term FHLB advances with an original maturity of greater than one year. Aggregate annual maturities of long-term debt at ~~June 30, 2018,~~March 31, 2019, are as follows:

(In thousands) Year
Annual
Maturities
2018 $ 1,324
2019 2,212
2020 2,109
2021 1,800
2022 949
Thereafter 911,754
Total $ 920,148



(In thousands)	Year	Annual Maturities
	2019	$	1,775
	2020	2,099
	2021	1,801
	2022	948
	2023	925
	Thereafter	361,482
	Total	$	369,030

NOTE 12: CONTINGENT LIABILITIES

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

NOTE 13: COMMON STOCK

On January 18, 2018, the board of directors of the Company approved a two-for-one stock split of the Corporation’s outstanding Class A common stock (“Common Stock”) in the form of a 100% stock dividend for shareholders of record as of the close of business on January 30, 2018 (“Record Date”). The new shares were distributed by the Company’s transfer agent, Computershare, and the Company’s common stock began trading on a split-adjusted basis on the NASDAQ Global Select Market on February 9, 2018. All previously reported share and per share data included in filings subsequent to February 8, 2018 are restated to reflect the retroactive effect of this two-for-one stock split.

On March 19, 2018, the Company filed a shelf registration with the SEC. The shelf registration statement provides increased flexibility and more efficient access to raise capital from time to time through the sale of common stock, preferred stock, debt securities, depository shares, warrants, purchase contracts, purchase units, subscription rights, units or a combination thereof, subject to market conditions. Specific terms and prices are determined at the time of any offering under a separate prospectus supplement that the Company is required to file with the SEC at the time of the specific offering.

On April 19, 2018, shareholders of the Company approved an increase in the number of authorized shares from 120,000,000 to 175,000,000.

On July 23, 2012, the Company approved a stock repurchase program which authorized the repurchase of up to 1,700,000 shares (split adjusted) of Class A common stock, or approximately 2% of the shares outstanding. Under the current plan, the Company can repurchase an additional 308,272 shares. The shares are to be purchased from time to time at prevailing market prices, through open market or unsolicited negotiated transactions, depending upon market conditions. Under the repurchase program, there is no time limit for the stock repurchases, nor is there a minimum number of shares that the Company intends to repurchase. The Company may discontinue purchases at any time that management determines additional purchases are not warranted. The Company intends to use the repurchased shares to satisfy stock option exercises, payment of future stock awards and dividends and general corporate purposes.

The Company had no repurchases of its common stock during the three month period ended March 31, 2019.

NOTE 14: UNDIVIDED PROFITS

The Company’s subsidiary bank is subject to legal limitations on dividends that can be paid to the parent company without prior approval of the applicable regulatory agencies. The approval of the Commissioner of the Arkansas State Bank Department is required if the total of all dividends declared by an Arkansas state bank in any calendar year exceeds seventy-five percent (75%) of the total of its net profits, as defined, for that year combined with seventy-five percent (75%) of its retained net profits of the preceding year. At ~~June 30, 2018,~~March 31, 2019, the Company’s subsidiary bank had approximately ~~$1.6~~$57.7 million available for payment of dividends to the Company, without prior regulatory approval.

The risk-based capital guidelines of the Federal Reserve Board and the Arkansas State Bank Department include the definitions for (1) a well-capitalized institution, (2) an adequately-capitalized institution, and (3) an undercapitalized institution. Under the Basel III Rules effective January 1, 2015, the criteria for a well-capitalized institution are: a 5% “Tier l leverage capital” ratio, an 8% “Tier 1 risk-based capital” ratio, 10% “total risk-based capital” ratio; and a 6.50% “common equity Tier 1 (CET1)” ratio.

The Company and Bank must hold a capital conservation buffer composed of CET1 capital above its minimum risk-based capital requirements. The implementation of the capital conservation buffer began on January 1, 2016, at the 0.625% level and ~~will phase~~was phased in over a four-year period (increasing by that amount on each subsequent January 1 until it ~~reaches~~reached 2.5% on January 1, 2019). As of ~~June 30, 2018,~~March 31, 2019, the Company and its subsidiary bank met all capital adequacy requirements under the Basel III Capital ~~Rules, and management believes the Company and its subsidiary bank would meet all Capital Rules on a fully phased-in basis if such requirements were currently effective.~~Rules. The Company’s CET1 ratio was ~~9.99%~~10.46% at ~~June 30, 2018.~~March 31, 2019.

NOTE 15: STOCK BASED COMPENSATION

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

~~Share and per share information regarding Stock-Based Compensation Plans has been adjusted to reflect the effects of the Company’s two-for-one stock split which became effective on February 8, 2018.~~ The table below summarizes the transactions under the Company’s active stock compensation plans for the ~~six~~three months ended ~~June 30, 2018:~~March 31, 2019:

Stock Options
Outstanding

Non-vested
Stock Awards
Outstanding

Non-vested
Stock Units
Outstanding

Number
of Shares
(000)

Weighted
Average
Exercise
Price

Number
of Shares
(000)

Weighted
Average
Exercise
Price

Number
of Shares
(000)

Weighted
Average
Exercise
Price
Balance, January 1, 2018 812
$ 21.98
162
$ 20.86
652
$ 27.92
Granted —
—
—
—
319
29.22
Stock Options Exercised (110 ) 19.33
—
—
—
—
Stock Awards/Units Vested —
—
(42 ) 17.94
(160 ) 27.70
Forfeited/Expired (6 ) 21.73
(10 ) 19.81
(71 ) 28.32

Balance, June 30, 2018 696
$ 22.40
110
$ 22.06
740
$ 28.48

Exercisable, June 30, 2018 662
$ 22.35



	Stock Options Outstanding				Non-vested Stock Awards Outstanding				Non-vested Stock Units Outstanding
	Number of Shares (000)		Weighted Average Exercise Price		Number of Shares (000)		Weighted Average Grant-Date Fair Value		Number of Shares (000)		Weighted Average Grant-Date Fair Value
Balance, January 1, 2019	695		$	22.42	72		$	21.45	817		$	27.65
Granted	—		—		—		—		399		26.57
Stock options exercised	(1	)	10.65		—		—		—		—
Stock awards/units vested (earned)	—		—		(21	)	18.65		(266	)	26.55
Forfeited/expired	—		—		(1	)	18.92		(57	)	28.45

Balance, March 31, 2019	694		$	22.43	50		$	22.68	893		$	27.49

Exercisable, March 31, 2019	694		$	22.43

The following table summarizes information about stock options under the plans outstanding at ~~June 30, 2018:~~March 31, 2019:


					Options Outstanding			Options Exercisable						Options Outstanding			Options Exercisable
Range of Exercise Prices	Range of Exercise Prices				Number of Shares (000)	Weighted Average Remaining Contractual Life (Years)	Weighted Average Exercise Price	Number of Shares (000)	Weighted Average Exercise Price	Range of Exercise Prices				Number of Shares (000)	Weighted Average Remaining Contractual Life (Years)	Weighted Average Exercise Price	Number of Shares (000)	Weighted Average Exercise Price
$	8.78	—	$	8.78	1	0.56	$8.78	1	$8.78	9.46	—	$	9.46	1	2.80	$9.46	1	$9.46
9.46		—	9.46		1	3.55	9.46	1	9.46
10.65	10.65	—	10.65		4	4.57	10.65	4	10.65	10.65	—	10.65		3	3.83	10.65	3	10.65
10.76	10.76	—	10.76		2	1.55	10.76	2	10.76	10.76	—	10.76		2	0.80	10.76	2	10.76
20.29	20.29	—	20.29		71	6.50	20.29	71	20.29	20.29	—	20.29		71	5.75	20.29	71	20.29
20.36	20.36	—	20.36		3	6.38	20.36	1	20.36	20.36	—	20.36		3	5.63	20.36	3	20.36
22.20	22.20	—	22.20		74	6.73	22.20	74	22.20	22.20	—	22.20		74	5.98	22.20	74	22.20
22.75	22.75	—	22.75		436	7.11	22.75	436	22.75	22.75	—	22.75		436	6.36	22.75	436	22.75
23.51	23.51	—	23.51		97	7.56	23.51	65	23.51	23.51	—	23.51		97	6.81	23.51	97	23.51
24.07	24.07	—	24.07		7	7.21	24.07	7	24.07	24.07	—	24.07		7	6.46	24.07	7	24.07
$	8.78	—	$	24.07	696	7.02	$22.40	662	$22.35	9.46	—	$	24.07	694	6.28	$22.43	694	$22.43

The table below summarizes the Company’s restricted performance stock unit activity for the three months ended March 31, 2019:



(In thousands)	Performance Stock Units
Non-vested, January 1, 2019	177
Granted	83
Vested (earned)	(54	)
Forfeited	(17	)
Non-vested, March 31, 2019	189

Stock-based compensation expense was ~~$6,504,000~~$3,084,000 and ~~$4,499,000~~$2,621,000 during the ~~six~~three months ended ~~June 30,~~March 31, 2019 and 2018, ~~and 2017,~~ respectively. Stock-based compensation expense is recognized ratably over the requisite service period for all stock-based awards. There was ~~$113,000~~zero of unrecognized stock-based compensation expense related to stock options at ~~June 30, 2018.~~March 31, 2019. Unrecognized stock-based compensation expense related to non-vested stock awards and stock units was ~~$23,335,000~~$20,533,000 at ~~June 30, 2018.~~March 31, 2019. At such date, the weighted-average period over which this unrecognized expense is expected to be recognized was ~~2.1~~2.0 years.

The intrinsic value of stock options outstanding and stock options exercisable at ~~June 30, 2018~~March 31, 2019 was ~~$5,222,000~~$1,425,000 and ~~$5,003,000.~~$1,423,000, respectively. Aggregate intrinsic value represents the difference between the Company’s closing stock price on the last trading day of the period, which was ~~$29.90~~$24.48 as of ~~June 30, 2018,~~March 31, 2019, and the exercise price multiplied by the number of options outstanding. The total intrinsic value of stock options exercised during the ~~six~~three months ended ~~June 30,~~March 31, 2019 and March 31, 2018, was $6,000 and ~~June 30, 2017, was $1,180,000 and $765,000,~~$646,000, respectively.

The fair value of the Company’s employee stock options granted is estimated on the date of grant using the Black-Scholes option-pricing model. This model requires the input of highly subjective assumptions, changes to which can materially affect the fair value estimate. There were no stock options granted during the ~~six~~three months ended ~~June 30, 2018~~March 31, 2019 and ~~2017.~~2018.

NOTE 16: EARNINGS PER SHARE (“EPS”)

Basic EPS is computed based on the weighted average number of shares outstanding during each period. Diluted EPS is computed using the weighted average common shares and all potential dilutive common shares outstanding during the period. ~~The share and per share amounts for 2017 have been restated to reflect the effect of the two-for-one stock split during February 2018.~~

~~Following is the~~The computation of earnings per share ~~for the three and six months ended June 30, 2018 and 2017:~~is as follows:

Three Months Ended
June 30, Six Months Ended
June 30,
(In thousands, except per share data) 2018 2017 2018 2017

Net income $ 53,562
$ 23,065
$ 104,874
$ 45,185

Average common shares outstanding 92,264
63,633
92,223
63,170
Average potential dilutive common shares 469
418
469
418
Average diluted common shares 92,733
64,051
92,692

63,588

Basic earnings per share $ 0.58
$ 0.36
$ 1.14
$ 0.72
Diluted earnings per share $ 0.58
$ 0.36
$ 1.13
$ 0.71



	Three Months Ended March 31,
(In thousands, except per share data)	2019		2018
Net income	$	47,695	$	51,312

Average common shares outstanding	92,520		92,182
Average potential dilutive common shares	351		457
Average diluted common shares	92,871		92,639

Basic earnings per share	$	0.52	$	0.56
Diluted earnings per share	$	0.51	$	0.55

There were no stock options excluded from the earnings per share calculation due to the related exercise price exceeding the average market price for the three ~~and six~~ months ended ~~June 30, 2018~~March 31, 2019 and ~~2017.~~2018.

NOTE 17: ADDITIONAL CASH FLOW INFORMATION

The following is a summary of the Company’s additional cash flow ~~information during the six months ended:~~information:


	Six Months Ended June 30,				Three Months Ended March 31,
(In thousands)	2018		2017		2019			2018
Interest paid	$	47,675	$	13,203	$	38,047		$	22,863
Income taxes paid	13,245		10,067
Income taxes (refunded) paid					(54		)	(7,375		)
Transfers of loans to foreclosed assets held for sale	6,725		2,667		569			1,316
Transfers of premises to foreclosed assets and other real estate owned	855		3,188		—			106
Right-of use lease assets obtained in exchange for lessee operating lease liabilities					32,757			—

4536

NOTE 18: OTHER OPERATING EXPENSES

Other operating expenses consist of the following:


	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended March 31,
(In thousands)	2018		2017		2018		2017		2019		2018

Professional services	$	4,443	$	3,962	$	8,683	$	9,131	$	4,323	$	4,330
Postage	1,441		1,204		2,925		2,335		1,726		1,399
Telephone	2,064		982		2,969		2,060		1,619		1,486
Credit card expense	3,188		3,107		6,416		5,944		3,860		3,228
Marketing	1,765		1,687		3,407		3,033		3,057		1,660
Software and technology									4,496		2,648
Operating supplies	583		459		1,332		814		618		749
Amortization of intangibles	2,785		1,554		5,623		3,104		2,641		2,837
Branch right sizing expense	21		99		85		217		45		61
Other expense	9,895		6,831		20,239		13,134		7,677		7,096
Total other operating expenses	$	26,185	$	19,885	$	51,679	$	39,772	$	30,062	$	25,494

NOTE 19: CERTAIN TRANSACTIONS

From time to time, the Company and its subsidiaries have made loans, ~~and~~ other extensions of credit, and vendor contracts to directors, officers, their associates and members of their immediate families. ~~From time to time~~Additionally, some directors, officers and their associates and members of their immediate families have placed deposits with the Company’s subsidiary bank, Simmons Bank. Such loans and other extensions of credit, deposits and ~~deposits~~vendor contracts (which were not material) 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 ~~not related to the lender and~~or through a competitive bid process. Further, in management’s opinion, these extensions of credit did not involve more than normal risk of collectability or present other unfavorable features.

NOTE 20: COMMITMENTS AND CREDIT RISK

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

At ~~June 30,~~March 31, 2019, the Company had outstanding commitments to extend credit aggregating approximately $573,779,000 and $3,384,471,000 for credit card commitments and other loan commitments. At December 31, 2018, the Company had outstanding commitments to extend credit aggregating approximately ~~$565,745,000~~$560,863,000 and $3,338,212,000 for credit card commitments and other loan commitments. At December 31, 2017, the Company had outstanding commitments to extend credit aggregating approximately $564,592,000 and $3,086,696,000$3,455,471,000 for credit card commitments and other loan commitments, respectively.

Standby 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 ~~$37,265,000~~$36,929,000 and ~~$47,621,000~~$39,101,000 at ~~June 30, 2018,~~March 31, 2019, and December 31, ~~2017,~~2018, respectively, with terms ranging from 9 months to 15 years. At ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, the Company had no deferred revenue under standby letter of credit agreements.

4637

NOTE 21: FAIR VALUE MEASUREMENTS

ASC Topic 820, Fair Value Measurements defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements.

ASC Topic 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The guidance also establishes a fair value hierarchy that requires the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. Topic 820 describes three levels of inputs that may be used to measure fair value:

Level 1 Inputs – Quoted prices in active markets for identical assets or liabilities.

Level 2 Inputs – Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities in active markets; quoted prices for similar assets or liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 Inputs – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

In general, fair value is based upon quoted market prices, where available. If such quoted market prices are not available, fair value is based upon internally developed models that primarily use, as inputs, observable market-based parameters. Valuation adjustments may be made to ensure that financial instruments are recorded at fair value. These adjustments may include amounts to reflect counterparty credit quality and the Company’s creditworthiness, among other things, as well as unobservable parameters. Any such valuation adjustments are applied consistently over time. The Company’s valuation methodologies may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. While management believes the Company’s valuation methodologies are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. Furthermore, the reported fair value amounts have not been comprehensively revalued since the presentation dates, and therefore, estimates of fair value after the balance sheet date may differ significantly from the amounts presented herein. A more detailed description of the valuation methodologies used for assets and liabilities measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below.

Following is a description of the inputs and valuation methodologies used for assets measured at fair value on a recurring basis and recognized in the accompanying consolidated balance sheets, as well as the general classification of such assets pursuant to the valuation hierarchy.

Available-for-sale securities – Where quoted market prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. Level 1 securities would include highly liquid government bonds, mortgage products and exchange traded equities. Other securities classified as available-for-sale are reported at fair value utilizing Level 2 inputs. For these securities, the Company obtains fair value measurements from an independent pricing service. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the security’s terms and conditions, among other things. In order to ensure the fair values are consistent with ASC Topic 820, the Company periodically checks the fair values by comparing them to another pricing source, such as Bloomberg. The availability of pricing confirms Level 2 classification in the fair value hierarchy. The third-party pricing service is subject to an annual review of internal controls (SSAE 16), which is made available for the Company’s review. In certain cases where Level 1 or Level 2 inputs are not available, securities are classified within Level 3 of the hierarchy. The Company’s investment in U.S. Treasury securities, if any, is reported at fair value utilizing Level 1 inputs. The remainder of the Company’s available-for-sale securities are reported at fair value utilizing Level 2 inputs.

Derivative instruments – The Company’s derivative instruments are reported at fair value utilizing Level 2 inputs. The Company obtains fair value measurements from dealer quotes.

~~Other assets and liabilities held for sale~~ ~~– The Company’s other assets and liabilities held for sale are reported at fair value utilizing Level 3 inputs. See Note 4 - Other assets and liabilities held for sale.~~

4738

The following table sets forth the Company’s financial assets by level within the fair value hierarchy that were measured at fair value on a recurring basis as of ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017.~~2018.


				Fair Value Measurements Using											Fair Value Measurements Using
(In thousands)	Fair Value			Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)			Fair Value			Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)

June 30, 2018
March 31, 2019
Available-for-sale securities
U.S. Government agencies	$	145,767		$	—	$	145,767		$	—		$	161,577		$	—	$	161,577		$	—
Mortgage-backed securities	1,395,231			—		1,395,231			—			1,345,677			—		1,345,677			—
State and political subdivisions	245,335			—		245,335			—			580,790			—		580,790			—
Other securities	152,311			—		152,311			—			152,067			—		152,067			—
Other assets held for sale	14,898			—		—			14,898
Derivative asset	8,958			—		8,958			—			6,306			—		6,306			—
Other liabilities held for sale	(1,840		)	—		—			(1,840		)
Derivative liability	(7,401		)	—		(7,401		)	—			(5,861		)	—		(5,861		)	—

December 31, 2017
December 31, 2018
Available-for-sale securities
U.S. Government agencies	$	139,724		$	—	$	139,724		$	—		$	154,301		$	—	$	154,301		$	—
Mortgage-backed securities	1,187,317			—		1,187,317			—			1,522,900			—		1,522,900			—
States and political subdivisions	143,165			—		143,165			—			314,843			—		314,843			—
Other securities	119,311			—		119,311			—			159,708			—		159,708			—
Other assets held for sale	165,780			—		—			165,780
Derivative asset	3,634			—		3,634			—			6,242			—		6,242			—
Other liabilities held for sale	(157,366		)	—		—			(157,366		)
Derivative liability	(3,068		)	—		(3,068		)	—			(5,283		)	—		(5,283		)	—

Certain financial assets and liabilities are measured at fair value on a nonrecurring basis; that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment). Financial assets and liabilities measured at fair value on a nonrecurring basis include the following:

Impaired loans (collateral dependent) – Loan impairment is reported when full payment under the loan terms is not expected. Allowable methods for determining the amount of impairment include estimating fair value using the fair value of the collateral for collateral-dependent loans. If the impaired loan is identified as collateral dependent, then the fair value method of measuring the amount of impairment is utilized. This method requires obtaining a current independent appraisal of the collateral and applying a discount factor to the value. A portion of the allowance for loan losses is allocated to impaired loans if the value of such loans is deemed to be less than the unpaid balance. If these allocations cause the allowance for loan losses to require an increase, such increase is reported as a component of the provision for loan losses. Loan losses are charged against the allowance when management believes the uncollectability of a loan is confirmed. Impaired loans that are collateral dependent are classified within Level 3 of the fair value hierarchy when impairment is determined using the fair value method.

Appraisals are updated at renewal, if not more frequently, for all collateral dependent loans that are deemed impaired by way of impairment testing. Impairment testing is performed on all loans over $1.5 million rated Substandard or worse, all existing impaired loans regardless of size and all TDRs. All collateral dependent impaired loans meeting these thresholds have had updated appraisals or internally prepared evaluations within the last one to two years and these updated valuations are considered in the quarterly review and discussion of the corporate Special Asset Committee. On targeted CRE loans, appraisals/internally prepared valuations

may be updated before the typical 1-3 year balloon/maturity period. If an updated valuation results in decreased value, a specific (ASC 310) impairment is placed against the loan, or a partial charge-down is initiated, depending on the circumstances and anticipation of the loan’s ability to remain a going concern, possibility of foreclosure, certain market factors, etc.

Foreclosed assets and other real estate owned – Foreclosed assets and other real estate owned are reported at fair value, less estimated costs to sell. At foreclosure, if the fair value, less estimated costs to sell, of the real estate acquired is less than the

Company’s recorded investment in the related loan, a write-down is recognized through a charge to the allowance for loan losses. Additionally, valuations are periodically performed by management and any subsequent reduction in value is recognized by a charge to income. The fair value of foreclosed assets and other real estate owned is estimated using Level 3 inputs based on unobservable market data. As of ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, the fair value of foreclosed assets and other real estate owned less estimated costs to sell was ~~$30.5~~$19.0 million and ~~$32.1~~$25.6 million, respectively.

The significant unobservable inputs (Level 3) used in the fair value measurement of collateral for collateral-dependent impaired loans and foreclosed assets primarily relate to the specialized discounting criteria applied to the borrower’s reported amount of collateral. The amount of the collateral discount depends upon the condition and marketability of the collateral, as well as other factors which may affect the collectability of the loan. Management’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset. It is reasonably possible that a change in the estimated fair value for instruments measured using Level 3 inputs could occur in the future. As the Company’s primary objective in the event of default would be to liquidate the collateral to settle the outstanding balance of the loan, collateral that is less marketable would receive a larger discount. During the reported periods, collateral discounts ranged from 10% to 40% for commercial and residential real estate collateral.

Mortgage loans held for sale – Mortgage loans held for sale are reported at fair value if, on an aggregate basis, the fair value of the loans is less than cost. In determining whether the fair value of loans held for sale is less than cost when quoted market prices are not available, the Company may consider outstanding investor commitments, discounted cash flow analyses with market assumptions or the fair value of the collateral if the loan is collateral dependent. Such loans are classified within either Level 2 or Level 3 of the fair value hierarchy. Where assumptions are made using significant unobservable inputs, such loans held for sale are classified as Level 3. At ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, the aggregate fair value of mortgage loans held for sale exceeded their cost. Accordingly, no mortgage loans held for sale were marked down and reported at fair value.

The following table sets forth the Company’s financial assets by level within the fair value hierarchy that were measured at fair value on a nonrecurring basis as of ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017.~~2018.


			Fair Value Measurements Using								Fair Value Measurements Using
(In thousands)	Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)

June 30, 2018
March 31, 2019
Impaired loans (1) (2) (collateral dependent)	$	15,154	$	—	$	—	$	15,154	$	2,101	$	—	$	—	$	2,101
Foreclosed assets and other real estate owned (1)	13,735		—		—		13,735		302		—		—		302

December 31, 2017
December 31, 2018
Impaired loans (1) (2) (collateral dependent)	$	11,229	$	—	$	—	$	11,229	$	17,789	$	—	$	—	$	17,789
Foreclosed assets and other real estate owned (1)	24,093		—		—		24,093		23,714		—		—		23,714

________________________


~~(1)~~	These amounts represent the resulting carrying amounts on the Consolidated Balance Sheets for impaired collateral dependent loans and foreclosed assets and other real estate owned for which fair value re-measurements took place during the period.


~~(2)~~	Specific allocations of $2,386,000 and $2,195,000 were related to the impaired collateral dependent loans for which fair value re-measurements took place during the periods ended June 30, 2018 and December 31, 2017, respectively.

(1)These amounts represent the resulting carrying amounts on the Consolidated Balance Sheets for impaired collateral dependent loans and foreclosed assets and other real estate owned for which fair value re-measurements took place during the period.

(2)Specific allocations of zero and $2,738,000 were related to the impaired collateral dependent loans for which fair value re-measurements took place during the periods ended March 31, 2019 and December 31, 2018, respectively.

ASC Topic 825, Financial Instruments, requires disclosure in annual and interim financial statements of the fair value of financial assets and financial liabilities, including those financial assets and financial liabilities that are not measured and reported at fair value on a recurring basis or nonrecurring basis. The following methods and assumptions were used to estimate the fair value of each class of financial instruments not previously disclosed.

Cash and cash equivalents – The carrying amount for cash and cash equivalents approximates fair value (Level 1).

Interest bearing balances due from banks – The fair value of interest bearing balances due from banks – time is estimated using a discounted cash flow calculation that applies the rates currently offered on deposits of similar remaining maturities (Level 2).

Held-to-maturity securities – Fair values for held-to-maturity securities equal quoted market prices, if available, such as for highly liquid government bonds (Level 1). If quoted market prices are not available, fair values are estimated based on quoted market prices of similar securities. For these securities, the Company obtains fair value measurements from an independent pricing service. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the security’s terms and conditions, among other things (Level 2). In certain cases where Level 1 or Level 2 inputs are not available, securities are classified within Level 3 of the hierarchy.

Loans – The fair value of loans is estimated by discounting the future cash flows, using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities. Additional factors considered include the type of loan and related collateral, variable or fixed rate, classification status, remaining term, interest rate, historical delinquencies, loan to value ratios, current market rates and remaining loan balance. The loans were grouped together according to similar characteristics and were treated in the aggregate when applying various valuation techniques. The discount rates used for loans were based on current market rates for new originations of similar loans. Estimated credit losses were also factored into the projected cash flows of the loans. The fair value of loans is estimated on an exit price basis incorporating the above factors (Level 3).

Deposits – The fair value of demand deposits, savings accounts and money market deposits is the amount payable on demand at the reporting date (i.e., their carrying amount) (Level 2). The fair value of fixed-maturity time deposits is estimated using a discounted cash flow calculation that applies the rates currently offered for deposits of similar remaining maturities (Level 3).

Federal Funds purchased, securities sold under agreement to repurchase and short-term debt – The carrying amount for Federal funds purchased, securities sold under agreement to repurchase and short-term debt are a reasonable estimate of fair value (Level 2).

Other borrowings – For short-term instruments, the carrying amount is a reasonable estimate of fair value. For long-term debt, rates currently available to the Company for debt with similar terms and remaining maturities are used to estimate the fair value (Level 2).

Subordinated debentures – The fair value of subordinated debentures is estimated using the rates that would be charged for subordinated debentures of similar remaining maturities (Level 2).

Accrued interest receivable/payable – The carrying amounts of accrued interest approximated fair value (Level 2).

Commitments to extend credit, letters of credit and lines of credit – The fair value of commitments is estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties. For fixed rate loan commitments, fair value also considers the difference between current levels of interest rates and the committed rates. The fair values of letters of credit and lines of credit are based on fees currently charged for similar agreements or on the estimated cost to terminate or otherwise settle the obligations with the counterparties at the reporting date.

The fair value of a financial instrument is the current amount that would be exchanged between willing parties, other than in a forced liquidation. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for the Company’s various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument.

5041

The estimated fair values, and related carrying amounts, of the Company’s financial instruments are as follows:


	Carrying		Fair Value Measurements								Carrying		Fair Value Measurements
(In thousands)	Amount		Level 1		Level 2		Level 3		Total		Amount		Level 1		Level 2		Level 3		Total

June 30, 2018
March 31, 2019
Financial assets:
Cash and cash equivalents	$	943,846	$	943,846	$	—	$	—	$	943,846	$	491,161	$	491,161	$	—	$	—	$	491,161
Interest bearing balances due from banks - time	2,974		—		2,974		—		2,974		4,684		—		4,684		—		4,684
Held-to-maturity securities	333,503		—		334,857		—		334,857		61,435		—		61,956		—		61,956
Mortgage loans held for sale	39,812		—		—		39,812		39,812		18,480		—		—		18,480		18,480
Interest receivable	44,266		—		44,266		—		44,266		51,796		—		51,796		—		51,796
Legacy loans, net	7,081,729		—		—		7,028,100		7,028,100		8,625,307		—		—		8,539,036		8,539,036
Loans acquired, net	4,232,434		—		—		4,200,382		4,200,382		3,056,187		—		—		3,025,619		3,025,619

Financial liabilities:
Non-interest bearing transaction accounts	2,683,489		—		2,683,489		—		2,683,489		2,674,034		—		2,674,034		—		2,674,034
Interest bearing transaction accounts and savings deposits	6,916,520		—		6,916,520		—		6,916,520		6,666,823		—		6,666,823		—		6,666,823
Time deposits	2,353,439		—		—		2,330,200		2,330,200		2,648,674		—		—		2,632,615		2,632,615
Federal funds purchased and securities sold under agreements to repurchase	99,801		—		99,801		—		99,801		120,213		—		120,213		—		120,213
Other borrowings	1,451,811		—		1,449,378		—		1,449,378		1,169,989		—		1,168,914		—		1,168,914
Subordinated notes and debentures	413,337		—		475,729		—		475,729		354,041		—		359,090		—		359,090
Interest payable	8,494		—		8,494		—		8,494		13,941		—		13,941		—		13,941

December 31, 2017
December 31, 2018
Financial assets:
Cash and cash equivalents	$	598,042	$	598,042	$	—	$	—	$	598,042	$	833,458	$	833,458	$	—	$	—	$	833,458
Interest bearing balances due from banks - time	3,314		—		3,314		—		3,314		4,934		—		4,934		—		4,934
Held-to-maturity securities	368,058		—		373,298		—		373,298		289,194		—		290,830		—		290,830
Mortgage loans held for sale	24,038		—		—		24,038		24,038		26,799		—		—		26,799		26,799
Interest receivable	43,528		—		43,528		—		43,528		49,938		—		49,938		—		49,938
Legacy loans, net	5,663,941		—		—		5,646,505		5,646,505		8,373,789		—		—		8,280,690		8,280,690
Loans acquired, net	5,074,076		—		—		5,058,455		5,058,455		3,292,783		—		—		3,256,174		3,256,174

Financial liabilities:
Non-interest bearing transaction accounts	2,665,249		—		2,665,249		—		2,665,249		2,672,405		—		2,672,405		—		2,672,405
Interest bearing transaction accounts and savings deposits	6,494,896		—		6,494,896		—		6,494,896		6,830,191		—		6,830,191		—		6,830,191
Time deposits	1,932,730		—		—		1,915,539		1,915,539		2,896,156		—		—		2,872,342		2,872,342
Federal funds purchased and securities sold under agreements to repurchase	122,444		—		122,444		—		122,444		95,792		—		95,792		—		95,792
Other borrowings	1,380,024		—		1,381,365		—		1,381,365		1,345,450		—		1,342,868		—		1,342,868
Subordinated debentures	140,565		—		136,474		—		136,474		353,950		—		355,812		—		355,812
Interest payable	4,564		—		4,564		—		4,564		9,897		—		9,897		—		9,897

The fair value of commitments to extend credit, letters of credit and lines of credit is not presented since management believes the fair value to be insignificant.

5142

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Audit Committee, Board of Directors and Stockholders

Simmons First National Corporation

Pine Bluff, Arkansas

Results of Review of Interim Financial Statements

We have reviewed the condensed consolidated balance sheet of Simmons First National Corporation (“the Company”) as of ~~June 30, 2018,~~March 31, 2019, and the related condensed consolidated statements of income and comprehensive income for the three-month ~~and six-month~~ periods ended ~~June 30,~~March 31, 2019 and 2018, ~~and 2017,~~ and stockholders’ equity and cash flows for the ~~six-month~~three-month periods ended ~~June 30,~~March 31, 2019 and 2018, ~~and 2017,~~ and the related notes (collectively referred to as the “interim financial information or statements”). Based on our reviews, we are not aware of any material modifications that should be made to the condensed 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) (“PCAOB”), the consolidated balance sheet of the Company as of December 31, ~~2017,~~2018, and the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for the year then ended (not presented herein), and in our report dated February ~~28, 2018,~~27, 2019, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, ~~2017,~~2018, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

Basis for Review Results

These financial statements are the responsibility of the Company’s management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our reviews in accordance with the standards of the PCAOB. A review of interim financial information consists principally of applying analytical procedures 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 PCAOB, 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.

/s/ BKD, LLP

Little Rock, Arkansas

~~August 7, 2018~~May 8, 2019

5243


Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations

OVERVIEW

~~Our net~~Net income for the three months ended ~~June 30, 2018~~March 31, 2019 was ~~$53.6~~$47.7 million and diluted earnings per share were ~~$0.58, an increase~~$0.51, a decrease of ~~$30.5~~$3.6 million and ~~$0.22,~~$0.04, compared to the same period in ~~2017. Net income for the six months ended June 30, 2018 was $104.9 million and diluted earnings per share were $1.13, an increase of $59.7 million and $0.42, compared to the first six months of 2017.~~2018.

Net income for the first ~~six~~three months in both ~~2018~~2019 and ~~2017~~2018 included non-core items ~~mostly~~ related to our ~~acquisitions.~~acquisitions and branch right sizing initiatives. Excluding all non-core items, core earnings for the three ~~and six~~ months ended ~~June 30, 2018~~March 31, 2019 were ~~$54.7~~$49.1 million, or ~~$0.59~~$0.53 diluted core earnings per share ~~and $107.3~~compared to $52.6 million, or ~~$1.16~~$0.57 diluted core earnings per share ~~respectively, compared to $26.8 million, or $0.42 diluted core earnings per share (split adjusted) and $49.3 million, or $0.78 diluted core earnings per share (split adjusted)~~ for the same ~~periods~~period in ~~2017.~~2018. See ~~Reconciliation~~“Reconciliation of Non-GAAP ~~Measures~~Measures” below for additional discussion of non-GAAP measures.

We ~~were pleased~~had solid operating results during the first quarter 2019. Revenue was affected by three significant items compared to ~~report record earnings for both~~the first quarter 2018. Accretion income was down $4.6 million; debit card interchange income, primarily as a result of the ~~first two quarters~~Durbin rate cap, was down $2.8 million; and the gain on sale of ~~2018 while completing system conversions~~securities was up $2.7 million, resulting in a net decrease of $4.7 million from the previous year.

In April, we completed the acquisition of Reliance Bancshares, Inc. (“Reliance”) and ~~integrations for our most recent acquisitions.~~performed the associated systems conversion. We are excited about our merger with Reliance and the opportunities we now ~~turning~~have in the St. Louis market due to our ~~focus on expanding our products and services throughout our larger footprint.~~

We completed the acquisitions of Southwest Bancorp, Inc., including its wholly-owned bank subsidiary, Bank SNB, and First Texas BHC, Inc., including its wholly-owned bank subsidiary, Southwest Bank, in October 2017. The systems conversion of Southwest Bank was completed during February 2018 while the systems conversion for Bank SNB was completed in May 2018.increased presence. See Note 2, ~~Acquisitions,~~Pending Acquisition, in the accompanying ~~Condensed~~ Notes to Consolidated Financial Statements included elsewhere in this report, for additional information related to ~~these acquisitions.~~

In March, we completed an offering of $330 million aggregate principal amount of 5.00% Fixed-to-Floating Rate Subordinated Notes due 2028 (the “Notes”). The Notes will bear a fixed interest rate of 5.00% per year in years one through five, payable semi-annually in arrears, and a floating rate equal to three-month LIBOR plus 215 basis points in years six through ten, payable quarterly in arrears. The Notes were offered to the public at 100% of their face amount. We expect to use approximately $222 million of the net proceeds from the sale of the Notes to repay outstanding indebtedness and the remainder for general corporate purposes. As of June 30, 2018, we repaid approximately $173 million of outstanding indebtedness and expect to repay the incremental $50 million in the third quarter 2018. See Note 11, Other Borrowings and Subordinated Notes and Debentures, in the accompanying Condensed Notes to Consolidated Financial Statements included elsewhere in this ~~report, for additional information related to the Notes.~~acquisition.

~~Also during the first quarter of~~In 2018, we ~~completed~~announced our Next Generation Banking (“NGB”) strategic initiative that we believe positions us to provide competitive banking services well into the ~~sale of certain deposits, loans~~future. Through this program, we will evaluate the primary information technology systems and ~~branch facilities related~~functions that support our operations and improve or replace them with updated and/or enhanced banking technologies. This initiative will, among other things, assist us in our efforts to ~~the Heartland Bank held~~create a differentiated experience for ~~sale assets and liabilities and we continue to explore liquidating options for the few remaining assets.~~

~~Lastly, we completed a 2-for-1 stock split in the form of a 100% stock dividend effective February 8, 2018.~~

During September 2018, we plan to close ten of our branch locations. We continuously evaluate our branch network to determine the locations that are meeting the greatest needs of our customers. We look at many factors, including market and economic conditions, before making the decision to close a branch. Our brick and mortar locations undoubtedly serve an important customer need; however, our customers ~~continue to take advantage of our digital channels. We will continue to look for and invest in new and innovative~~across all channels, ~~to meet the ever-changing needs of our customers.~~including digital.

Stockholders’ equity as of ~~June 30, 2018~~March 31, 2019 was ~~$2.1~~$2.3 billion, book value per share was ~~$23.26~~$24.87 and tangible book value per share was ~~$13.05.~~$14.78. Our ratio of stockholders’ equity to total assets was ~~13.3%~~14.3% and the ratio of tangible stockholders’ equity to tangible assets was ~~7.9%~~9.0% at ~~June 30, 2018.~~March 31, 2019. See ~~Reconciliation~~“Reconciliation of Non-GAAP ~~Measures~~Measures” below for additional discussion of non-GAAP measures. The Company’s Tier I leverage ratio of ~~8.6%~~9.1%, as well as our other regulatory capital ratios, remain significantly above the “well capitalized” levels (see Table 12 in the Capital section of this Item).

Total loans, including loans acquired, were ~~$11.4~~$11.741 billion at ~~June 30, 2018,~~March 31, 2019, compared to ~~$10.8~~$11.723 billion at December 31, ~~2017~~2018 and ~~$6.2~~$10.987 billion at ~~June 30, 2017.~~March 31, 2018. Total loans increased approximately ~~$379~~$17.6 million ~~or 3.4%,~~ during the quarter. ~~The increase was partially offset by~~We experienced seasonal decreases in the ~~$23 million decrease in our liquidating portfolios of indirect lending~~credit card and consumer finance. Our markets in Dallas/Ft. Worth, Denver, Nashville, Northwest Arkansas, Oklahoma City and St. Louis are experiencing good loan growth. Due to our increased size and scale we are benefiting from access to new lending opportunities in these growth markets as well as in our historical legacy markets.

agricultural portfolios.

We continue to have good asset quality. At ~~June 30, 2018,~~March 31, 2019, the allowance for loan losses for legacy loans was ~~$51.7~~$59.2 million. The allowance for loan losses for loans acquired was ~~$2.0~~$1.3 million and the acquired loan discount credit mark was ~~$68.3~~$42.4 million. The allowances for loan losses and credit marks provide a total of ~~$122.1~~$103.0 million of coverage, which equates to a total coverage ratio of ~~1.1%~~0.9% of gross loans. The ratio of credit mark and related allowance to loans acquired was ~~1.6%~~1.4%.

Simmons First National Corporation is ~~a $16.2 billion Arkansas based~~an Arkansas-based financial holding company ~~conducting~~that, as of March 31, 2019, has approximately $16.1 billion in consolidated assets and conducts financial operations throughout Arkansas, Colorado, Kansas, Missouri, Oklahoma, Tennessee and Texas.

CRITICAL ACCOUNTING POLICIES

Overview

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

We consider accounting estimates to be critical to reported financial results if (i) the accounting estimate requires management to make assumptions about matters that are highly uncertain and (ii) different estimates that management reasonably could have used

for the accounting estimate in the current period, or changes in the accounting estimate that are reasonably likely to occur from period to period, could have a material impact on our financial statements.

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

Allowance for Loan Losses on Loans Not Acquired

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

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

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

Acquisition Accounting, Loans Acquired

We account for our acquisitions under Accounting Standards Codification (“ASC”) Topic 805, Business Combinations, which requires the use of the purchase method of accounting. All identifiable assets acquired, including loans, are recorded at fair value. No allowance for loan losses related to the loans acquired is recorded on the acquisition date as the fair value of the loans acquired incorporates assumptions regarding credit risk. Loans acquired are recorded at fair value in accordance with the fair value methodology prescribed in ASC Topic 820. The fair value estimates associated with the loans include estimates related to expected prepayments and the amount and timing of undiscounted expected principal, interest and other cash flows.

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

For impaired loans accounted for under ASC Topic 310-30, we continue to estimate cash flows expected to be collected on purchased credit impaired loans. We evaluate at each balance sheet date whether the present value of our purchased credit impaired loans determined using the effective interest rates has decreased significantly and if so, recognize a provision for loan loss in our consolidated statement of income. For any significant increases in cash flows expected to be collected, we adjust the amount of accretable yield recognized on a prospective basis over the remaining life of the purchased credit impaired loan.

Goodwill and Intangible Assets

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

Impairment. ASC Topic 350 requires that goodwill and intangible assets that have indefinite lives be reviewed for impairment annually or more frequently if certain conditions occur. Impairment losses on recorded goodwill, if any, will be recorded as operating expenses.

Stock-based Compensation Plans

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

In accordance with ASC Topic 718, Compensation – Stock Compensation, the fair value of each option award is estimated on the date of grant using the Black-Scholes option-pricing model that uses various assumptions. This model requires the input of highly subjective assumptions, changes to which can materially affect the fair value estimate. For additional information, see Note 15, Stock Based Compensation, in the accompanying Condensed Notes to Consolidated Financial Statements included elsewhere in this report.

Income Taxes

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

The adoption of ASU 2016-09 – Compensation-Stock Compensation: Improvements to Employee Share-Based Payment Accounting, decreased the effective tax rate during ~~first quarter 2017 and~~ 2018 as the new standard impacted how the income tax effects associated with stock-based compensation are recognized.

to continuing operations in the period of enactment. As a result, the Company was required to remeasure its deferred taxes as of December 22, 2017 based upon the new 21% tax rate and the change was recorded in the 2017 income tax provision.

IMPACTS OF GROWTH

During 2017, through both internal growth and ~~through~~ acquisitions, the assets of the Company exceeded the $10 billion threshold.

The Dodd-Frank Act and associated Federal Reserve regulations cap the interchange rate on debit card transactions that can be charged by banks that, together with their affiliates, have at least $10 billion in assets at $0.21 per transaction plus five basis points multiplied by the value of the transaction. The cap goes into effect July 1st of the year following the year in which a bank reaches the $10 billion asset threshold. Simmons Bank, when viewed together with its affiliates, had assets in excess of $10 billion at December 31, 2017, and therefore, became subject to the interchange rate cap effective July 1, 2018. Because of the cap, Simmons Bank ~~estimates that it will receive~~received approximately ~~$7.0~~$5.9 million less in debit card fees on a pre-tax basis in ~~2018 and $14.0~~2018. The interchange rate cap resulted in a $2.8 million ~~less on a pre-tax basis~~reduction in ~~2019.~~debit card fees for the first quarter of 2019 when compared to the first quarter of 2018.

As of December 31, 2017, the Company exceeded $15 billion in total assets and the grandfather provisions applicable to its trust preferred securities no longer apply, and trust preferred securities are no longer included as Tier 1 capital. Trust preferred securities and qualifying subordinated debt is included as total Tier 2 capital.

The Dodd-Frank Act also previously required banks and bank holding companies with more than $10 billion in assets to conduct annual stress tests, report the results to regulators and publicly disclose such results. As a result of regulatory reform signed into law during the second quarter of 2018, the Company and Simmons Bank are no longer required to conduct an annual stress test of capital under the Dodd-Frank Act. In anticipation of becoming subject to this requirement, the Company and Simmons Bank had begun the necessary preparations, including undertaking a gap analysis, implementing enhancements to the audit and compliance departments, and investing in various information technology systems.

Additionally, the Dodd-Frank Act established the Bureau of Consumer Financial Protection (the “CFPB”) and granted it supervisory authority over banks with total assets of more than $10 billion. Simmons Bank, with assets now exceeding $10 billion, is subject to CFPB oversight with respect to its compliance with federal consumer financial laws. Simmons Bank will continue to be subject to the oversight of its other regulators with respect to matters outside the scope of the CFPB’s jurisdiction. ~~While the~~The CFPB has broad rule-making, supervisory and examination authority, as well as expanded data collecting and enforcement powers, ~~its ultimate~~all of which is expected to impact on the operations of Simmons ~~Bank remains uncertain.~~Bank.

It is also important to note that the Dodd-Frank Act changed how the FDIC calculates deposit insurance premiums payable by insured depository institutions. The Dodd-Frank Act directed the FDIC to amend its assessment regulations so that assessments are generally based upon a depository institution’s average total consolidated assets less the average tangible equity of the insured depository institution during the assessment period. Assessments were previously based on the amount of an institution’s insured deposits. Now that Simmons Bank exceeds $10 billion in total assets, it is subject to the assessment rates assigned to larger banks which may result in higher deposit insurance premiums.

NET INTEREST INCOME

Overview

Net interest income, our principal source of earnings, is the difference between the interest income generated by earning assets and the total interest cost of the deposits and borrowings obtained to fund those assets. Factors that determine the level of net interest income include the volume of earning assets and interest bearing liabilities, yields earned and rates paid, the level of non-performing loans and the amount of non-interest bearing liabilities supporting earning assets. Net interest income is analyzed in the discussion and tables below on a fully taxable equivalent basis. The adjustment to convert certain income to a fully taxable equivalent basis consists of dividing tax-exempt income by one minus the combined federal and state income tax rate of 26.135% for periods beginning January 1, ~~2018 or 39.225% for periods prior to~~ 2018.

Our practice is to limit exposure to interest rate movements by maintaining a significant portion of earning assets and interest bearing liabilities in short-term repricing. Historically, approximately ~~70%~~65% of our loan portfolio and approximately ~~80%~~75% of our time deposits have repriced in one year or less. ~~Through acquisitions our loans acquired tended to have longer maturities. In addition, due to market pressures the duration of our legacy loan portfolio has also extended over the past several years.~~ Our current interest rate sensitivity shows that approximately ~~63%~~60% of our loans and ~~77%~~80% of our time deposits will reprice in the next year.

Net Interest Income ~~Quarter-to-Date Analysis~~

For the three month period ended ~~June 30, 2018,~~March 31, 2019, net interest income on a fully taxable equivalent basis was ~~$138.1~~$138.6 million, an increase of ~~$59.3~~$2.5 million, or ~~75.1%~~1.9%, over the same period in ~~2017.~~2018. The increase in net interest income was the result of ~~an $81.6~~a $22.4 million increase in interest income partially offset by a ~~$22.3~~$19.9 million increase in interest expense.

The increase in interest income primarily resulted from ~~an incremental $76.7~~a $16.1 million ofincrease in interest income on loans ~~consisting of legacy loans~~ and ~~loans acquired, and a net~~an increase of ~~$3.5~~$5.1 million ofin interest income on investment securities. ~~An increase~~Increases in loan volume ~~resulting primarily from our acquisitions completed in~~of $12.1 million due to increased average loan balances during the ~~second and fourth quarters~~first three months of ~~2017, generated $69.6~~2019 as well as $4.1 million ~~of additional interest income. Furthermore,~~due to an increase in yield of 4415 basis points ~~also~~ contributed to the increase in interest income on loans during ~~the three months ended June 30, 2018.~~2019.

Included in interest income is the additional yield accretion recognized as a result of updated estimates of the cash flows of our loans acquired, as discussed in Note 6,5, Loans Acquired, in the accompanying ~~Condensed~~ Notes to Consolidated Financial Statements included elsewhere in this report. Each quarter, we estimate the cash flows expected to be collected from the loans acquired, and adjustments may or may not be required. The cash flows estimate has increased based on payment histories and reduced loss expectations of the loans. This resulted in increased interest income that is spread on a level-yield basis over the remaining expected lives of the loans.

For the three months ended ~~June 30,~~March 31, 2019 and 2018, ~~and 2017,~~ interest income included ~~$10.1~~$6.7 million and ~~$4.8 million, respectively, for the yield accretion recognized on loans acquired. We expect accretion income to gradually decline during the remainder of 2018.~~

The $22.3 million increase in interest expense is related to the growth in deposit accounts and subordinated and other debt. Interest expense increased $13.6 million due to deposit growth primarily from the 2017 acquisitions. Interest expense also increased $8.7 million due to increases in subordinated debt and increased FHLB borrowings. This increase is due to the timing of the newly issued subordinated debt at the end of the first quarter and the repayment of existing subordinated debentures that occurred late in the second quarter as well as additional repayments scheduled to occur in the third quarter.

~~Net Interest Income Year-to-Date Analysis~~

For the six month period ended June 30, 2018, net interest income on a fully taxable equivalent basis was $274.2 million, an increase of $121.0 million, or 79.0%, over the same period in 2017. The increase in net interest income was the result of a $159.5 million increase in interest income and a $38.5 million increase in interest expense

The increase in interest income primarily resulted from a $151.3 million increase in interest income on loans and a $5.9 million increase in interest income on investment securities. Due to our 2017 acquisitions and significant legacy loan growth, an increase in loan volume of $137.1 million as well as an increase in yield of 46 basis points contributed to the increase in interest income during 2018.

~~For the six months ended June 30, 2018 and 2017, interest income included $21.4 million and $9.2~~$11.3 million, respectively, for the yield accretion recognized on loans acquired.

The ~~$38.5~~$19.9 million increase in interest expense is ~~from~~due to the higher cost of deposits, growth in types of deposit accounts, higher cost of deposits due to the rising-rate environment and the additional subordinated and other ~~debt, primarily from the 2017 acquisitions.~~debt. Interest expense increased ~~$25.0~~$2.7 million due to deposit growth, ~~primarily from~~$12.5 million due to the ~~2017 acquisitions while interest expense increased $13.4~~increase in yield of 57 basis points on deposit accounts and $4.7 million due to increases in subordinated debt and increased FHLB borrowings.

Net Interest Margin

Our net interest margin decreased 532 basis points to ~~3.99%~~3.85% for the three month period ended ~~June 30, 2018,~~March 31, 2019, when compared to ~~4.04%~~4.17% for the same period in 2017. The primary factors in the decreasing margin during the three month period ended June 30, 2018 were the higher accretable yield adjustments on loans acquired, discussed above, as well as the timing of the subordinated debt offering completed in late first quarter 2018, previously discussed.2018. Normalized for all accretion, ~~on loans acquired,~~ our core net interest margin at ~~June 30,~~March 31, 2019 and 2018 was 3.67% and ~~2017 was 3.70% and 3.79%~~3.82%, respectively. The subordinated debt issuance caused a 5 basis point decrease in our second quarter 2018 interest margin. The timing of existing subordinated debt prepayments caused an additional 5 basis point decrease in our net interest margin for the quarter.

For the six month period ended June 30, 2018, net interest margin increased 4 basis points to 4.08% when compared to 4.04% for the same period in 2017. The increase in the six month period is primarily due to the higher accretable yield adjustments on loans acquired.

5747

Since the first quarter of 2018, loan yield has increased 15 basis points and core loan yield has increased 34 basis points while cost of interest bearing deposits has risen 57 basis points and the cost of borrowed funds has increased 103 basis points. The decrease in both the net interest margin and the core net interest margin for the three month period ended March 31, 2019 is a direct result of the rising rate environment.

Net Interest Income Tables

Tables 1 and 2 reflect an analysis of net interest income on a fully taxable equivalent basis for the three ~~and six~~ months ended ~~June 30,~~March 31, 2019 and 2018, ~~and 2017,~~ respectively, as well as changes in fully taxable equivalent net interest margin for the three ~~and six~~ months ended ~~June 30, 2018,~~March 31, 2019, versus ~~June 30, 2017.~~March 31, 2018.

Table 1: Analysis of Net Interest Margin

(FTE = Fully Taxable Equivalent)


	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended March 31,
(In thousands)	2018			2017			2018			2017			2019			2018
Interest income	$	166,268		$	83,898		$	323,407		$	162,325		$	179,116		$	157,139
FTE adjustment	1,308			2,082			2,438			4,047			1,601			1,130
Interest income – FTE	167,576			85,980			325,845			166,372			180,717			158,269
Interest expense	29,431			7,086			51,604			13,133			42,090			22,173
Net interest income – FTE	$	138,145		$	78,894		$	274,241		$	153,239		$	138,627		$	136,096

Yield on earning assets – FTE	4.84		%	4.40		%	4.84		%	4.38		%	5.02		%	4.84		%
Cost of interest bearing liabilities	1.11		%	0.48		%	1.00		%	0.45		%	1.52		%	0.89		%
Net interest spread – FTE	3.73		%	3.92		%	3.84		%	3.93		%	3.50		%	3.95		%
Net interest margin – FTE	3.99		%	4.04		%	4.08		%	4.04		%	3.85		%	4.17		%

Table 2: Changes in Fully Taxable Equivalent Net Interest Margin


	Three Months Ended June 30,			Six Months Ended June 30,			Three Months Ended March 31,
(In thousands)	2018 vs. 2017			2018 vs. 2017			2019 vs. 2018

Increase due to change in earning assets	$	72,754		$	142,514		$	15,209
Increase due to change in earning asset yields	8,842			16,959			7,239
Decrease due to change in interest bearing liabilities	(12,848		)	(21,079		)	(4,535		)
Decrease due to change in interest rates paid on interest bearing liabilities	(9,497		)	(17,392		)	(15,382		)
Increase in net interest income	$	59,251		$	121,002		$	2,531

Table 3 shows, for each major category of earning assets and interest bearing liabilities, the average (computed ~~daily)~~on a daily basis) amount outstanding, the interest earned or expensed on such amount and the average rate earned or expensed for the three ~~and six~~ months ended ~~June 30, 2018~~March 31, 2019 and ~~2017.~~2018. The table also shows the average rate earned on all earning assets, the average rate expensed on all interest bearing liabilities, the net interest spread and the net interest margin for the same periods. The analysis is presented on a fully taxable equivalent basis. Nonaccrual loans were included in average loans for the purpose of calculating the rate earned on total loans.

Table 3: Average Balance Sheets and Net Interest Income Analysis

Three Months Ended June 30,
2018 2017
Average Income/ Yield/ Average Income/ Yield/
(In thousands) Balance Expense
Rate (%)
Balance Expense
Rate (%)
ASSETS

Earning assets:

Interest bearing balances due from banks and federal funds sold $ 422,987
$ 1,414
1.34
$ 163,396
$ 214
0.53
Investment securities - taxable 1,982,105
10,764
2.18
1,374,261
6,874
2.01
Investment securities - non-taxable 282,905
4,771
6.76
337,230
5,118
6.09
Mortgage loans held for sale 28,688
305
4.26
12,250
145
4.75
Assets held in trading accounts —
—
—
52
—
—
Loans 11,159,872
150,322
5.40
5,954,019
73,629
4.96
Total interest earning assets 13,876,557

167,576
4.84
7,841,208

85,980
4.40
Non-earning assets 1,704,140

971,252

Total assets $ 15,580,697

$ 8,812,460

LIABILITIES AND STOCKHOLDERS’ EQUITY

Liabilities:

Interest bearing liabilities:

Interest bearing transaction and savings deposits $ 6,570,471
$ 12,286
0.75
$ 4,069,179
$ 2,984
0.29
Time deposits 2,233,673
6,175
1.11
1,277,336
1,832
0.58
Total interest bearing deposits 8,804,144

18,461
0.84
5,346,515

4,816
0.36
Federal funds purchased and securities sold under agreements to repurchase 107,205
88
0.33
115,101
92
0.32
Other borrowings 1,273,135
5,141
1.62
434,584
1,559
1.44
Subordinated debt and debentures 466,612
5,741
4.93
64,019
619
3.88
Total interest bearing liabilities 10,651,096

29,431
1.11
5,960,219

7,086
0.48

Non-interest bearing liabilities:

Non-interest bearing deposits 2,705,677

1,597,550

Other liabilities 86,827
45,348

Total liabilities 13,443,600

7,603,117

Stockholders’ equity 2,137,097
1,209,343

Total liabilities and stockholders’ equity $ 15,580,697

$ 8,812,460

Net interest spread

3.73

3.92
Net interest margin
$ 138,145
3.99

$ 78,894
4.04

Six Months Ended June 30,
2018 2017
Average Income/ Yield/ Average Income/ Yield/
(In thousands) Balance Expense
Rate (%)
Balance Expense
Rate (%)
ASSETS

Earning assets:

Interest bearing balances due from banks and federal funds sold $ 380,746
$ 2,423
1.28
$ 145,080
$ 336
0.47
Investment securities - taxable 1,883,990
20,363
2.18
1,333,351
13,351
2.02
Investment securities - non-taxable 287,988
8,854
6.20
343,032
10,002
5.88
Mortgage loans held for sale 21,732
463
4.30
11,861
271
4.61
Assets held in trading accounts —
—
—
50
—
—
Loans 10,989,600
293,742
5.39
5,819,803
142,412
4.93
Total interest earning assets 13,564,056
325,845
4.84
7,653,177
166,372
4.38
Non-earning assets 1,770,397

960,063

Total assets $ 15,334,453

$ 8,613,240


											Three Months Ended March 31,
											2019					2018
											Average		Income/		Yield/	Average		Income/		Yield/
(In thousands)											Balance		Expense		Rate (%)	Balance		Expense		Rate (%)
ASSETS
Earning assets:
Interest bearing balances due from banks and federal funds sold											$	394,462	$	2,154	2.21	$	338,505	$	1,009	1.21
Investment securities - taxable											1,880,694		12,989		2.80	1,618,270		9,599		2.41
Investment securities - non-taxable											590,941		5,834		4.00	460,675		4,083		3.59
Mortgage loans held for sale											17,733		210		4.80	14,775		158		4.34
Loans											11,710,075		159,530		5.53	10,819,324		143,420		5.38
Total interest earning assets											14,593,905		180,717		5.02	13,251,549		158,269		4.84
Non-earning assets											1,708,292					1,836,661
Total assets											$	16,302,197				$	15,088,210

LIABILITIES AND STOCKHOLDERS’ EQUITY

Liabilities:
Interest bearing liabilities:
Interest bearing transaction and savings deposits	$	6,574,883	$	23,041	0.71	$	4,009,451	$	5,430	0.27	$	6,749,032	$	18,430	1.11	$	6,579,295	$	10,755	0.66
Time deposits	2,118,671		11,017		1.05	1,269,881		3,590		0.57	2,781,592		12,320		1.80	2,003,668		4,842		0.98
Total interest bearing deposits	8,693,554		34,058		0.79	5,279,332		9,020		0.34	9,530,624		30,750		1.31	8,582,963		15,597		0.74
Federal funds purchased and securities sold under agreements to repurchase	113,824		198		0.35	113,287		167		0.30	109,302		136		0.50	120,443		110		0.37
Other borrowings	1,277,832		10,280		1.62	390,126		2,753		1.42	1,224,255		6,793		2.25	1,282,527		5,139		1.63
Subordinated debt and debentures	314,713		7,068		4.53	62,236		1,193		3.87	353,996		4,411		5.05	162,813		1,327		3.31
Total interest bearing liabilities	10,399,923		51,604		1.00	5,844,981		13,133		0.45	11,218,177		42,090		1.52	10,148,746		22,173		0.89

Non-interest bearing liabilities:
Non-interest bearing deposits	2,668,932					1,532,025					2,707,715					2,632,182
Other liabilities	145,523					48,328					127,407					204,230
Total liabilities	13,214,378					7,425,334					14,053,299					12,985,158
Stockholders’ equity	2,120,075					1,187,906					2,248,898					2,103,052
Total liabilities and stockholders’ equity	$	15,334,453				$	8,613,240				$	16,302,197				$	15,088,210
Net interest spread					3.84					3.93					3.50					3.95
Net interest margin			$	274,241	4.08			$	153,239	4.04			$	138,627	3.85			$	136,096	4.17

6049

Table 4 shows changes in interest income and interest expense resulting from changes in volume and changes in interest rates for the three ~~and six~~ month ~~periods~~period ended ~~June 30, 2018,~~March 31, 2019, as compared to the same ~~periods~~period of the prior year. The changes in interest rate and volume have been allocated to changes in average volume and changes in average rates in proportion to the relationship of absolute dollar amounts of the changes in rates and volume.

Table 4: Volume/Rate Analysis


	Three Months Ended June 30,									Six Months Ended June 30,									Three Months Ended March 31,
	2018 vs. 2017									2018 vs. 2017									2019 vs. 2018
(In thousands, on a fully taxable equivalent basis)	Volume			Yield/ Rate			Total			Volume			Yield/ Rate			Total			Volume			Yield/ Rate			Total

Increase (decrease) in:
Interest income:
Interest bearing balances due from banks and federal funds sold	$	607		$	593		$	1,200		$	1,006		$	1,081		$	2,087		$	190		$	955		$	1,145
Investment securities - taxable	3,259			631			3,890			5,881			1,131			7,012			1,684			1,706			3,390
Investment securities - non-taxable	(878		)	531			(347		)	(1,670		)	522			(1,148		)	1,248			503			1,751
Mortgage loans held for sale	176			(16		)	160			212			(20		)	192			34			18			52
Loans	69,590			7,103			76,693			137,085			14,245			151,330			12,053			4,057			16,110
Total	72,754			8,842			81,596			142,514			16,959			159,473			15,209			7,239			22,448

Interest expense:
Interest bearing transaction and savings accounts	2,641			6,661			9,302			5,058			12,553			17,611			284			7,391			7,675
Time deposits	1,940			2,403			4,343			3,293			4,134			7,427			2,378			5,100			7,478
Federal funds purchased and securities sold under agreements to repurchase	(6		)	2			(4		)	1			30			31			(11		)	37			26
Other borrowings	3,363			219			3,582			7,090			437			7,527			(242		)	1,896			1,654
Subordinated notes and debentures	4,910			212			5,122			5,637			238			5,875			2,126			958			3,084
Total	12,848			9,497			22,345			21,079			17,392			38,471			4,535			15,382			19,917
Increase (decrease) in net interest income	$	59,906		$	(655	)	$	59,251		$	121,435		$	(433	)	$	121,002		$	10,674		$	(8,143	)	$	2,531

PROVISION FOR LOAN LOSSES

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

The provision for loan losses for the three month period ended ~~June 30, 2018,~~March 31, 2019, was ~~$9.0~~$9.3 million, compared to ~~$7.0~~$9.2 million for the three month period ended ~~June 30, 2017,~~March 31, 2018, an increase of $2.0 million. The provision for loan losses for the six month period ended June 30, 2018, was $18.2 million, compared to $11.3 million for the six month period ended June 30, 2017, an increase of $6.9 million.$135,000. See Allowance for Loan Losses section for additional information.

The provision increase was necessary to maintain an appropriate allowance for loan losses for the company’s growing legacy portfolio. Significant loan growth in our markets, both from new loans and from loans acquired migrating to legacy, required an allowance to be established for those loans through a provision.

Additionally, ~~a $1.8 million~~the provision ~~was recorded~~ on loans acquired ~~during~~for the ~~six~~three months ended ~~June 30, 2018~~March 31, 2019 was $2,464,000 and ~~a $714,000~~was primarily the result of identifying certain loans specific to an acquired portfolio in our Dallas market which were poorly structured or were poorly managed post-funding. We have carefully reviewed these loans for potential losses and ~~$1.5 million~~believe we have adequately identified any risk associated with the loans. The provision ~~was recorded~~ on loans acquired ~~during~~for the three month period ended March 31, 2018 was $68,000 and ~~six months ended June 30, 2017, respectively, as~~

awas the result of a decrease in expected cash flows from our required ongoing evaluation of credit marks on certain purchased credit impaired loans.

NON-INTEREST INCOME

Total non-interest income was ~~$38.0~~$33.8 million for the three month period ended ~~June 30, 2018, an increase~~March 31, 2019, a decrease of approximately ~~$2.3~~$3.8 million, or ~~6.4%~~10.1%, compared to ~~$35.7~~$37.5 million for the same period in ~~2017.~~2018.

During the first quarter 2019, we had decreases in total service charges and fees, mortgage and SBA lending income, and debit and credit card fees that were partially offset by additional trust income and gains on the sale of securities. Total ~~non-interest income was $75.6 million for the six month period ended June 30, 2018, an increase of approximately $9.8~~service charges and fees decreased $1.7 million, or ~~14.9%~~13.3%, mortgage and SBA lending income decreased $1.1 million, or 25.3%, and debit and credit card fees decreased $2.7 million, or 30.7%. Service charges and fees decreased due to less NSF revenue and ATM interchange income. Mortgage and SBA lending income decreased due to less mortgage lending transactions as a result of the rising rate environment and remaining selective in our decisions regarding loan sales as premium rates continue to be lower, respectively. The interchange rate cap as established by the Durbin amendment became effective for us July 1, 2018, resulting in a $2.8 million reduction in debit card fees when compared to ~~$65.8~~the first quarter of last year. The additional gains on the sale of securities was a result of selling approximately $197 million ~~for~~of securities during the ~~same period~~first quarter, which resulted in ~~2017.~~a gain of $2.7 million, as part of a bond portfolio analysis of expected cash flow changes.

Non-interest income is principally derived from recurring fee income, which includes service charges, trust fees and debit and credit card fees. Non-interest income also includes income on the sale of mortgage and SBA loans, investment banking income, income from the increase in cash surrender values of bank owned life insurance and gains (losses) from sales of securities.

Table 5 shows non-interest income for the three ~~and six~~ month periods ended ~~June 30,~~March 31, 2019 and 2018, ~~and 2017,~~ respectively, as well as changes in ~~2018~~2019 from ~~2017.~~2018.

Table 5: Non-Interest Income


	Three Months Ended June 30,					2018 Change from					Six Months Ended June 30,					2018 Change from					Three Months Ended March 31,				2019 Change from
(In thousands)	2018			2017		2017					2018			2017		2017					2019		2018		2018
Trust income	$	5,622		$	4,113	$	1,509		36.7	%	$	10,871		$	8,325	$	2,546		30.6	%	$	5,708	$	5,249	$	459		8.7	%
Service charges on deposit accounts	10,063			8,483		1,580			18.6		20,408			16,585		3,823			23.1		10,068		10,345		(277		)	(2.7	)
Other service charges and fees	2,017			2,515		(498		)	(19.8	)	4,767			4,712		55			1.2		1,289		2,750		(1,461		)	(53.1	)
Mortgage and SBA lending income	3,130			3,961		(831		)	(21.0	)	7,575			6,384		1,191			18.7
Mortgage lending income																					2,823		3,472		(649		)	(18.7	)
SBA lending income																					497		973		(476		)	(48.9	)
Investment banking income	814			637		177			27.8		1,648			1,327		321			24.2		618		834		(216		)	(25.9	)
Debit and credit card fees	10,105			8,659		1,446			16.7		18,901			16,593		2,308			13.9		6,098		8,796		(2,698		)	(30.7	)
Bank owned life insurance income	1,102			859		243			28.3		2,205			1,677		528			31.5		795		1,103		(308		)	(27.9	)
(Loss) gain on sale of securities, net	(7		)	2,236		(2,243		)	(100.3	)	(1		)	2,299		(2,300		)	(100.0	)
Net (loss) gain on sale of premises held for sale	(4		)	632		(636		)	(100.6	)	—			589		(589		)	(100.0	)
Gain on sale of securities, net																					2,740		6		2,734			*
Gain on sale of premises held for sale, net																					—		4		(4		)	(100.0	)
Other income	5,206			3,649		1,557			42.7		9,209			7,313		1,896			25.9		3,125		4,003		(878		)	(21.9	)
Total non-interest income	$	38,048		$	35,744	$	2,304		6.4	%	$	75,583		$	65,804	$	9,779		14.9	%	$	33,761	$	37,535	$	(3,774	)	(10.1	)%

_____________________________

* Not meaningful

Recurring fee income ~~(service~~(total service charges, trust fees, ~~and~~ debit and credit card fees) for the three month period ended ~~June 30, 2018,~~March 31, 2019, was ~~$27.8~~$23.2 million, ~~an increase~~a decrease of $4.0 million from the three month period ended ~~June 30, 2017. Trust income increased by $1.5 million or 36.7%,~~March 31, 2018. The majority of the decrease is in total ~~service charges increased by $1.1 million, or 9.8% and debit and credit card fees increased $1.4 million, or 16.7%. The increases in~~ service charges and debit and credit card fees, were due to additional accounts acquired from OKSB, First Texas and Hardeman. The increase in trust income is from continued positive growth in our existing personal trust and investor management client base as well as from the recent acquisitions. Mortgage and SBA lending income declined by $0.8 million, or 21.0%, primarily due to a slow-down in mortgage lending driven by rising interest rates.previously discussed.

Recurring fee income for the six month period ended June 30, 2018, was $54.9 million, an increase of $8.7 million from the six month period ended June 30, 2017. Trust income increased by $2.5 million or 30.6%, total service charges increased by $3.9 million, or 18.2% and debit and credit card fees increased $2.3 million, or 13.9%. The increases in service charges and debit and credit card fees were due to additional accounts from the recent acquisitions. The increase in trust income is from continued positive growth in our existing personal trust and investor management client base as well as from the recent acquisitions. Mortgage and SBA lending income increased by $1.2 million for the six months ended June 30, 2018 compared to last year, primarily due to a solid mortgage lending first quarter in 2018 along with the timing of the 2017 acquisitions.

NON-INTEREST EXPENSE

Non-interest expense consists of salaries and employee benefits, occupancy, equipment, foreclosure losses and other expenses necessary for the operation of the Company. Management remains committed to controlling the level of non-interest expense, through the continued use of expense control measures. We utilize an extensive profit planning and reporting system involving

all subsidiaries. Based on a needs assessment of the business plan for the upcoming year, monthly and annual profit plans are developed, including manpower and capital expenditure budgets. These profit plans are subject to extensive initial reviews and monitored by management monthly. Variances from the plan are reviewed monthly and, when required, management takes corrective action intended to ensure financial goals are met. We also regularly monitor staffing levels at each subsidiary to ensure productivity and overhead are in line with existing workload requirements.

Non-interest expense for the three months ended ~~June 30, 2018~~March 31, 2019 was ~~$98.5~~$101.4 million, an increase of ~~$27.1~~$3.3 million, or ~~37.9%~~3.4%, from the same period in ~~2017.~~2018. Normalizing for the non-core costs, such as the early retirement program costs, merger related costs and branch right sizing expenses, non-interest expense for the three months ended ~~June 30, 2018~~March 31, 2019 increased ~~$32.3~~$3.2 million, or ~~49.9%~~3.4%, from the same period in 2017. Non-interest expense for the six months ended June 30, 2018 was $196.6 million, an increase of $58.9 million, or 42.7%, from the same period in 2017. Normalizing for the non-core merger related costs and branch right sizing expenses, non-interest expense for the six months ended June 30, 2018 increased $62.9 million, or 48.3%, from the same period in 2017.2018.

~~The increases in both periods~~As previously mentioned, our NGB technology initiative is well underway and the incremental software and technology expenditures of $1.8 million during the first quarter 2019 were primarily related to this initiative. Marketing costs increased over prior year due to the incremental operating expenses of the acquired franchises, with the largest increases being in salaries and employee benefits, occupancy expense and amortization of intangibles. The increases were partially offset by reductions in merger related costs due to the timing of the 2017 acquisitions.incorporating a comprehensive community banking marketing philosophy over our expanded footprint.

Table 6 below shows non-interest expense for the three ~~and six~~ month periods ended ~~June 30,~~March 31, 2019 and 2018, ~~and 2017,~~ respectively, as well as changes in ~~2018~~2019 from ~~2017.~~2018.

Table 6: Non-Interest Expense


	Three Months Ended June 30,				2018 Change from					Six Months Ended June 30,				2018 Change from					Three Months Ended March 31,				2019 Change from
(In thousands)	2018		2017		2017					2018		2017		2017					2019		2018		2018
Salaries and employee benefits	$	55,678	$	34,205	$	21,473		62.8	%	$	112,035	$	69,741	$	42,294		60.6	%	$	56,012	$	56,357	$	(345	)	(0.6	)%
Early retirement program																			355		—		355			*
Occupancy expense, net	7,921		4,868		3,053			62.7		14,881		9,531		5,350			56.1		7,475		6,960		515			7.4
Furniture and equipment expense	4,020		4,550		(530		)	(11.7	)	8,423		8,993		(570		)	(6.3	)	3,358		4,403		(1,045		)	(23.7	)
Other real estate and foreclosure expense	1,382		517		865			167.3		2,402		1,106		1,296			117.2		637		1,020		(383		)	(37.6	)
Deposit insurance	1,856		780		1,076			138.0		3,984		1,460		2,524			172.9		2,040		2,128		(88		)	(4.1	)
Merger related costs	1,465		6,603		(5,138		)	(77.8	)	3,176		7,127		(3,951		)	(55.4	)	1,470		1,711		(241		)	(14.1	)
Other operating expenses:
Professional services	4,443		3,962		481			12.1		8,683		9,131		(448		)	(4.9	)	4,323		4,330		(7		)	(0.2	)
Postage	1,441		1,204		237			19.7		2,925		2,335		590			25.3		1,726		1,399		327			23.3
Telephone	2,064		982		1,082			110.2		2,969		2,060		909			44.1		1,619		1,486		133			8.9
Credit card expenses	3,188		3,107		81			2.6		6,416		5,944		472			7.9		3,860		3,228		632			19.6
Marketing	1,765		1,687		78			4.6		3,407		3,033		374			12.3		3,057		1,660		1,397			84.2
Software and technology																			4,496		2,648		1,848			69.8
Operating supplies	583		459		124			27.0		1,332		814		518			63.6		618		749		(131		)	(17.5	)
Amortization of intangibles	2,785		1,554		1,231			79.2		5,623		3,104		2,519			81.2		2,641		2,837		(196		)	(6.9	)
Branch right sizing expense	21		99		(78		)	(78.8	)	85		217		(132		)	(60.8	)	45		61		(16		)	(26.2	)
Other expense	9,895		6,831		3,064			44.9		20,239		13,134		7,105			54.1		7,677		7,096		581			8.2

Total non-interest expense	$	98,507	$	71,408	$	27,099		37.9	%	$	196,580	$	137,730	$	58,850		42.7	%	$	101,409	$	98,073	$	3,336		3.4	%

_____________________________

* Not meaningful

LOAN PORTFOLIO

Our legacy loan portfolio, excluding loans acquired, averaged ~~$6.213~~$8.536 billion and ~~$4.615~~$5.934 billion during the first ~~six~~three months of ~~2018~~2019 and ~~2017,~~2018, respectively. As of ~~June 30, 2018,~~March 31, 2019, total loans, excluding loans acquired, were ~~$7.133~~$8.68 billion, an increase of ~~$1.4 billion~~$254.2 million from December 31, ~~2017.~~2018. The most significant components of the loan portfolio were loans to businesses (commercial loans, commercial real estate loans and agricultural loans) and individuals (consumer loans, credit card loans and single-family residential real estate loans).

When we make a credit decision on an acquired loan as a result of the loan maturing or renewing, the outstanding balance of that loan migrates from loans acquired to legacy loans. Our legacy loan growth from December 31, ~~2017~~2018 to ~~June 30, 2018~~March 31, 2019 included

~~$431.9~~ $81.2 million in balances that migrated from loans acquired during the period. These migrated loan balances are included in the legacy loan balances as of ~~June 30, 2018.~~March 31, 2019.

We seek to manage our credit risk by diversifying our loan portfolio, determining that borrowers have adequate sources of cash flow for loan repayment without liquidation of collateral, obtaining and monitoring collateral, providing an appropriate allowance for loan losses and regularly reviewing loans through the internal loan review process. The loan portfolio is diversified by borrower, purpose, ~~and~~ industry and ~~in the case of credit card loans, which are unsecured, by~~ geographic region. We seek to use diversification within the loan portfolio to reduce credit risk, thereby minimizing the adverse impact on the portfolio, if weaknesses develop in either the economy or a particular segment of borrowers. Collateral requirements are based on credit assessments of borrowers and may be used to recover the debt in case of default. We use the allowance for loan losses as a method to value the loan portfolio at its estimated collectible amount. Loans are regularly reviewed to facilitate the identification and monitoring of deteriorating credits.

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

Table 7: Loan Portfolio


(In thousands)	June 30, 2018		December 31, 2017		March 31, 2019		December 31, 2018

Consumer:
Credit cards	$	180,352	$	185,422	$	181,549	$	204,173
Other consumer	277,330		280,094		213,659		201,297
Total consumer	457,682		465,516		395,208		405,470
Real estate:
Construction	967,720		614,155		1,376,162		1,300,723
Single family residential	1,314,787		1,094,633		1,431,407		1,440,443
Other commercial	2,816,420		2,530,824		3,355,109		3,225,287
Total real estate	5,098,927		4,239,612		6,162,678		5,966,453
Commercial:
Commercial	1,237,910		825,217		1,801,422		1,774,909
Agricultural	187,006		148,302		147,216		164,514
Total commercial	1,424,916		973,519		1,948,638		1,939,423
Other	151,936		26,962		178,026		119,042
Total loans, excluding loans acquired, before allowance for loan losses	$	7,133,461	$	5,705,609	$	8,684,550	$	8,430,388

Consumer loans consist of credit card loans and other consumer loans. Consumer loans were ~~$457.7~~$395.2 million at ~~June 30, 2018,~~March 31, 2019, or ~~6.4%~~4.6% of total loans, compared to ~~$465.5~~$405.5 million, or ~~8.2%~~4.8% of total loans at December 31, ~~2017.~~2018. The decrease in consumer loans from December 31, ~~2017,~~2018, to ~~June 30, 2018,~~March 31, 2019, was primarily due to the expected seasonal decline in our credit card portfolio partially offset by growth in direct consumer loans.

Real estate loans consist of construction loans, single-family residential loans and commercial real estate loans. Real estate loans were ~~$5.099~~$6.163 billion at ~~June 30, 2018,~~March 31, 2019, or ~~71.5%~~71.0% of total loans, compared to ~~$4.240~~$5.966 billion, or ~~74.3%~~70.8%, of total loans at December 31, ~~2017,~~2018, an increase of ~~$859.3 million.~~$196.2 million, or 3.3%. Our construction and development (“C&D”) loans increased by $75.4 million, or 5.8%, single family residential loans decreased by $9.0 million, or 0.6%, and commercial real estate (“CRE”) loans increased by

$129.8 million, or 4.0%. The construction portfolio is continuing to fund loans that were closed in prior quarters, however, the overall commitments have trended down in the first quarter of 2019.

Commercial loans consist of non-real estate loans related to business and agricultural loans. ~~Commercial~~Total commercial loans were ~~$1.4~~$1.949 billion at ~~June 30, 2018,~~March 31, 2019, or ~~20.0%~~22.4% of total loans, compared to ~~$973.5 million,~~$1.939 billion, or ~~17.1%~~23.0% of total loans at December 31, ~~2017,~~2018, an increase of ~~$451.4 million.~~$9.2 million, or 0.5%. Non-agricultural commercial loans increased to ~~$1.2~~$1.801 billion, a ~~$412.7~~$26.5 million increase, or ~~50.0%~~1.5%, ~~growth~~ from December 31, ~~2017.~~2018. Agricultural loans ~~increased~~decreased to ~~$187.0~~$147.2 million, a ~~$38.7~~$17.3 million decrease, or ~~26.1%~~(10.5)%, ~~growth~~ primarily due to seasonality of the portfolio, which normally peaks in the third quarter and is at its lowest point at the end of the first quarter.

LOANS ACQUIRED

~~On October 19, 2017,~~As previously discussed, loans acquired are initially recorded at fair value in accordance with the fair value methodology. The fair value estimates associated with the loans include estimates related to expected prepayments and the amount and timing of undiscounted expected principal, interest and other cash flows. When we ~~completed the acquisition of OKSB and issued 14,488,604 shares~~make a credit decision on an acquired loan as a result of the ~~Company’s common stock valued at approximately $431.4 million as~~loan maturing or renewing, the outstanding balance of ~~October 19, 2017 plus $94.9 million in cash in exchange for all outstanding shares of OKSB common stock. Included in the acquisition were~~that loan migrates from loans ~~with a fair value of $2.0 billion.~~acquired to legacy loans.

On October 19, 2017, we completed the acquisition of First Texas and issued 12,999,840 shares of the Company’s common stock valued at approximately $387.1 million as of October 19, 2017 plus $70.0 million in cash in exchange for all outstanding shares of First Texas common stock. Included in the acquisition were loans with a fair value of $2.2 billion.

On May 15, 2017, we completed the acquisition of Hardeman and issued 1,599,940 shares of the Company’s common stock valued at approximately $42.6 million as of May 15, 2017 plus $30.0 million in cash in exchange for all outstanding shares of Hardeman common stock. Included in the acquisition were loans with a fair value of $251.6 million.

Table 8 reflects the carrying value of all loans acquired as of ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017.~~2018.

Table 8: Loans Acquired


(In thousands)	June 30, 2018		December 31, 2017		March 31, 2019		December 31, 2018

Consumer:
Other consumer	$	31,651	$	51,467	$	11,979	$	15,658
Real estate:
Construction	521,321		637,032		404,512		429,605
Single family residential	671,602		793,228		533,917		566,188
Other commercial	2,240,578		2,387,777		1,730,472		1,848,679
Total real estate	3,433,501		3,818,037		2,668,901		2,844,472
Commercial:
Commercial	764,473		995,587		374,033		430,914
Agricultural	2,809		66,576		1,274		1,739
Total commercial	767,282		1,062,163		375,307		432,653
Other	—		142,409
Total loans acquired (1)	$	4,232,434	$	5,074,076	$	3,056,187	$	3,292,783


~~(1)~~	~~Loans acquired are reported net of a $2.044 million and $418,000 allowance at June 30, 2018 and December 31, 2017, respectively.~~

(1) Loans acquired are reported net of a $1.3 million and $95,000 allowance at March 31, 2019 and December 31, 2018, respectively.

The majority of the loans originally acquired ~~in the OKSB, First Texas, and Hardeman acquisitions~~ were evaluated and are being accounted for in accordance with ASC Topic 310-20, Nonrefundable Fees and Other Costs. The fair value discount is being accreted into interest income over the weighted average life of the loans using a constant yield method. These loans are not considered to be impaired loans.

We evaluated the remaining loans purchased in conjunction with ~~the~~ acquisitions ~~of OKSB, First Texas, and Hardeman~~ for impairment in accordance with the provisions of ASC Topic 310-30, Loans and Debt Securities Acquired with Deteriorated Credit Quality. Purchased loans are considered impaired if there is evidence of credit deterioration since origination and if it is probable that not all contractually required payments will be collected.

Some purchased ~~impaired~~ loans were determined to have experienced ~~additional impairment upon disposition or foreclosure~~credit deterioration in the first ~~six~~three months of ~~2018.~~2019. During the ~~six~~three months ended ~~June 30, 2018,~~March 31, 2019, we recorded approximately ~~$1.8~~$2.5 million in a provision for these loans and charge-offs of ~~$211,000,~~$1,247,000, resulting in an allowance for loan losses on loans acquired at March 31, 2019 of $1.3 million. The large provision recorded during the first quarter 2019 was due to our credit risk management practices identifying loans specific to an acquired portfolio in our Dallas market which were poorly structured or were poorly managed post-funding. We have carefully reviewed these loans for ~~purchased impaired loans at June 30, 2018 of $2.0 million.~~potential losses and believe we have adequately identified any risk associated with the loans. See Note ~~2, Acquisitions, and Note 6,~~5, Loans Acquired, in the accompanying Condensed Notes to Consolidated Financial Statements included elsewhere in this report for further discussion and analysis of loans acquired.

6554

ASSET QUALITY

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

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

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

Total non-performing assets, excluding all loans acquired, ~~decreased by $3.0~~increased $20.1 million from December 31, ~~2017~~2018 to ~~June 30, 2018. Foreclosed assets held for sale decreased by $1.6 million.~~March 31, 2019. Nonaccrual loans ~~decreased~~increased by ~~$1.1~~$26.7 million during the period, primarily commercial ~~loans.~~loans, partially offset by a decrease in foreclosed assets held for sale of $6.6 million. The nonaccrual loan increase was primarily due to one loan in the Southwest Market. Non-performing assets, including troubled debt restructurings (“TDRs”) and acquired foreclosed assets, as a percent of total assets were ~~0.51%~~0.54% at ~~June 30, 2018,~~March 31, 2019, compared to ~~0.57%~~0.40% at December 31, ~~2017.~~

~~In February 2017, we executed a sale of eleven substandard loans, which were primarily loans acquired, with a net principal balance of $11 million. We recognized a loss of $676,000 on this sale.~~2018.

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

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

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

Once an obligation has been restructured because of such credit problems, it continues to be considered a TDR until paid in full; or, if an obligation yields a market interest rate and no longer has any concession regarding payment amount or amortization, then it is not considered a TDR at the beginning of the calendar year after the year in which the improvement takes place. Our TDR balance decreased to ~~$11.8~~$8.8 million at ~~June 30, 2018,~~March 31, 2019, compared to ~~$12.9~~$9.2 million at December 31, ~~2017.~~2018. The majority of our TDR ~~balances remain~~balance remains in the CRE portfolio with the largest balance comprised of ~~four~~three relationships.

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

We continue to maintain good asset quality, compared to the industry. Strong asset quality remains a primary focus of our strategy. The allowance for loan losses as a percent of total legacy loans was ~~0.73%~~0.68% as of ~~June 30, 2018.~~March 31, 2019. Non-performing loans equaled ~~0.63%~~0.70% of total loans. Non-performing assets were ~~0.47%~~0.50% of total assets, a 513 basis point ~~decrease~~increase from December 31, ~~2017.~~2018. The allowance for loan losses was ~~115%~~97% of non-performing loans. Our annualized net charge-offs to total loans for the first ~~six~~three months of ~~2018~~2019 was 0.20%. Excluding credit cards, the annualized net charge-offs to total loans for the same period was 0.16%. Annualized net credit card charge-offs to total credit card loans were ~~1.62%~~1.92%, compared to ~~1.61%~~1.64% during the full year ~~2017,~~2018, and ~~218~~165 basis points better than the most recently published industry average charge-off ratio as reported by the Federal Reserve for all banks.

6655

Table 9 presents information concerning non-performing assets, including nonaccrual loans and foreclosed assets held for sale (excluding all loans acquired).

Table 9: Non-performing Assets


(Dollars in thousands)	June 30, 2018			December 31, 2017			March 31, 2019			December 31, 2018

Nonaccrual loans (1)	$	44,548		$	45,642		$	60,925		$	34,201
Loans past due 90 days or more (principal or interest payments)	303			520			281			224
Total non-performing loans	44,851			46,162			61,206			34,425
Other non-performing assets:
Foreclosed assets held for sale	30,503			32,118			18,952			25,565
Other non-performing assets	573			675			505			553
Total other non-performing assets	31,076			32,793			19,457			26,118
Total non-performing assets	$	75,927		$	78,955		$	80,663		$	60,543

Performing TDRs	$	6,367		$	7,107		$	6,297		$	6,369
Allowance for loan losses to non-performing loans	115		%	90		%	97		%	164		%
Non-performing loans to total loans	0.63		%	0.81		%	0.70		%	0.41		%
Non-performing assets (including performing TDRs) to total assets ⁽²⁾							0.54		%	0.40		%
Non-performing assets to total assets (2)	0.47		%	0.52		%	0.50		%	0.37		%


(1)	Includes nonaccrual TDRs of approximately ~~$6.4~~$2.5 million at ~~June 30, 2018~~March 31, 2019 and ~~$5.8~~$2.8 million at December 31, ~~2017.~~2018.


(2)	Excludes all loans acquired, except for their inclusion in total assets.

There was no interest income on nonaccrual loans recorded for the three ~~and six~~ month periods ended ~~June 30, 2018~~March 31, 2019 and ~~2017.~~2018.

At ~~June 30, 2018,~~March 31, 2019, impaired loans, net of government guarantees and loans acquired, were ~~$41.3~~$57.6 million compared to ~~$43.9~~$39.8 million at December 31, ~~2017.~~2018. On an ongoing basis, management evaluates the underlying collateral on all impaired loans and allocates specific reserves, where appropriate, in order to absorb potential losses if the collateral were ultimately foreclosed.

6756

ALLOWANCE FOR LOAN LOSSES

Overview

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

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

Specific Allocations

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

General Allocations

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

Reserve for Unfunded Commitments

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

An analysis of the allowance for loan losses for legacy loans is shown in Table 10.

Table 10: Allowance for Loan Losses


(In thousands)	2018		2017		2019		2018

Balance, beginning of year	$	41,668	$	36,286	$	56,599	$	41,668
Loans charged off:
Credit card	2,011		1,945		1,142		999
Other consumer	2,422		2,167		1,533		1,056
Real estate	616		2,368		374		455
Commercial	2,551		641		1,968		1,761
Total loans charged off	7,600		7,121		5,017		4,271
Recoveries of loans previously charged off:
Credit card	549		513		240		263
Other consumer	227		1,326		300		94
Real estate	414		448		142		302
Commercial	128		62		158		69
Total recoveries	1,318		2,349		840		728
Net loans charged off	6,282		4,772		4,177		3,543
Provision for loan losses (1)	16,346		9,865		6,821		9,082
Balance, June 30 (3)	$	51,732	$	41,379
Balance, March 31 ⁽³⁾					$	59,243	$	47,207

Loans charged off:
Credit card			1,960				3,052
Other consumer			1,600				5,581
Real estate			5,621				5,450
Commercial			7,196				4,862
Total loans charged off			16,377				18,945
Recoveries of loans previously charged off:
Credit card			508				742
Other consumer			913				463
Real estate			542				689
Commercial			41				676
Total recoveries			2,004				2,570
Net loans charged off			14,373				16,375
Provision for loan losses (2)			14,662				25,767
Balance, end of year (3)			$	41,668			$	56,599

(1)

Provision for loan losses of ~~$1.8 million~~$2,464,000 attributable to loans acquired, was excluded from this table for 2019 (total year-to-date provision for loan losses was $9,285,000) and $68,000 was excluded from this table for 2018 (total year-to-date 2018 provision for loan losses was $9,150,000). Charge offs of $1,247,000 on loans acquired were excluded from this table for 2019 and $79,000 for 2018.


(2)	Provision for loan losses of $3,299,000 attributable to loans acquired, was excluded from this table for 2018 (total ~~year-to-date~~2018 provision for loan losses was $18,183,000) and $1,464,000 was excluded from this table for 2017 (total 2017 provision for loan losses was $11,330,000). Charge offs of $211,000 on loans acquired were excluded from this table for 2018 and $2.0 million for 2017.


~~(2)~~	~~Provision for loan losses of $1,866,000 attributable to loans acquired, was excluded from this table for 2017 (total 2017 provision for loan losses was $26,393,000)~~$38,148,000).

(3)

Allowance for loan losses at ~~June 30, 2018~~March 31, 2019 includes ~~$2,044,000~~$1,312,000 allowance for loans acquired (not shown in the table above). Allowance for loan losses at December 31, ~~2017~~2018 and ~~June 30, 2017~~March 31, 2018 includes ~~$418,000~~$95,000 and ~~$391,000,~~$407,000, respectively, of allowance for loans acquired (not shown in the table above). The total allowance for loan losses at ~~June 30, 2018~~March 31, 2019 was ~~$53,776,000~~$60,555,000 and total allowance for loan losses at December 31, ~~2017~~2018 and ~~June 30, 2017~~March 31, 2018 was ~~$42,086,000~~$56,694,000 and ~~$41,770,000,~~$47,614,000, respectively.

Provision for Loan Losses

The amount of provision added to the allowance during the three ~~and six~~ months ended ~~June 30,~~March 31, 2019 and 2018, ~~and 2017,~~ and for the year ended December 31, ~~2017,~~2018, was based on management’s judgment, with consideration given to the composition of the portfolio,

historical loan loss experience, assessment of current economic conditions, past due and non-performing loans and net loss experience. It is management’s practice to review the allowance on a monthly basis, and after considering the factors previously noted, to determine the level of provision made to the allowance.

Allowance for Loan Losses Allocation

As of ~~June 30, 2018,~~March 31, 2019, the allowance for loan losses reflects an increase of approximately ~~$10.1~~$2.6 million from December 31, ~~2017,~~2018, while total loans, excluding loans acquired, increased by ~~$1.4 billion~~$254.2 million over the same ~~six~~three month period. The allocation in each category within the allowance generally reflects the overall changes in the loan portfolio mix.

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

Table 11: Allocation of Allowance for Loan Losses


	June 30, 2018				December 31, 2017				March 31, 2019				December 31, 2018
(Dollars in thousands)	Allowance Amount		% of loans (1)		Allowance Amount		% of loans (1)		Allowance Amount		% of loans ⁽¹⁾		Allowance Amount		% of loans ⁽¹⁾

Credit cards	$	3,822	2.5	%	$	3,784	3.2	%	$	3,919	2.1	%	$	3,923	2.4	%
Other consumer	3,033		3.9	%	3,489		4.9	%	2,344		2.5	%	2,380		2.4	%
Real estate	28,904		71.5	%	27,281		74.3	%	32,354		71.0	%	29,743		70.8	%
Commercial	15,767		20.0	%	7,007		17.1	%	20,578		22.4	%	20,514		23.0	%
Other	206		2.1	%	107		0.5	%	48		2.0	%	39		1.4	%
Total (2)	$	51,732	100	%	$	41,668	100	%	$	59,243	100.0	%	$	56,599	100.0	%


(1)	Percentage of loans in each category to total loans, excluding loans acquired.

(2)

Allowance for loan losses at ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017~~2018 includes ~~$2,044,000~~$1,312,000 and ~~$418,000,~~$95,000, respectively, allowance for loans acquired (not shown in the table above). The total allowance for loan losses at ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017~~2018 was ~~$53,776,000~~$60,555,000 and ~~$42,086,000,~~$56,694,000, respectively.

DEPOSITS

Deposits are our primary source of funding for earning assets and are primarily developed through our network of ~~199~~191 financial centers. We offer a variety of products designed to attract and retain customers with a continuing focus on developing core deposits. Our core deposits consist of all deposits excluding time deposits of $100,000 or more and brokered deposits. As of ~~June 30, 2018,~~March 31, 2019, core deposits comprised ~~86.4%~~78.6% of our total deposits.

We continually monitor the funding requirements along with competitive interest rates in the markets we serve. Because of our community banking philosophy, our executives in the local markets, with oversight by the Asset Liability Committee and the Bank’s Treasury Management, establish the interest rates offered on both core and non-core deposits. This approach ensures that the interest rates being paid are competitively priced for each particular deposit product and structured to meet the funding requirements. We believe we are paying a competitive rate when compared with pricing in those markets.

We manage our interest expense through deposit pricing. We believe that additional funds can be attracted and deposit growth can be accelerated through deposit pricing if we experience increased loan demand or other liquidity needs. We can also utilize brokered deposits as an additional source of funding to meet liquidity needs. We do expect costs of funding with deposits to increase with the continued rise in interest rates and increased competition for deposits across all our markets.

Our total deposits as of ~~June 30, 2018,~~March 31, 2019, were $12.0 billion, ~~an increase~~a decrease of ~~$860.6~~$409.2 million from December 31, ~~2017.~~2018. We ~~have also continued~~are managing our ~~strategy~~balance sheet and our net interest margin by continuing to ~~move more volatile time~~eliminate several high-cost deposits related to ~~less expensive, revenue enhancing transaction accounts.~~public funds and brokered deposits. We are very pleased with our growth in core deposits during the quarter of $148.0 million as we continue to emphasize relationship banking. Non-interest bearing transaction accounts, interest bearing transaction accounts and savings accounts totaled ~~$9.6~~$9.3 billion at ~~June 30, 2018,~~March 31, 2019, compared to ~~$9.2~~$9.5 billion at December 31, ~~2017,~~2018, a ~~$439.9~~$161.7 million ~~increase.~~decrease. Total time deposits ~~increased $420.7~~decreased $247.5 million to ~~$2.4~~

$2.6 billion at ~~June 30, 2018,~~March 31, 2019, from ~~$1.9~~$2.9 billion at December 31, ~~2017.~~2018. We had $1.1 billion and ~~$442.0 million~~$1.4 billion of brokered deposits at ~~June 30, 2018,~~March 31, 2019, and December 31, ~~2017,~~2018, respectively.

OTHER BORROWINGS AND SUBORDINATED NOTES AND DEBENTURES

Our total debt was ~~$1.9~~$1.5 billion and ~~$1.5~~$1.7 billion at ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, respectively. The decrease from year end was due to the Company using a portion of excess cash to repay FHLB advances. The outstanding balance for ~~June 30, 2018~~March 31, 2019 includes ~~$945.0 million~~$1.2 billion in FHLB short-term advances, ~~$506.8~~$15.0 million in FHLB long-term advances, $330.0 million in subordinated notes and ~~$83.3~~$24.0 million of trust preferred securities and other subordinated debt. FHLB short-term advances mostly consist of FHLB Owns the Option (“FOTO”) advances that are a low cost, fixed-rate source of funding in return for granting to FHLB the flexibility to choose a termination date earlier than the maturity date. The Company’s FOTO advances outstanding at the end of the first quarter have ten to fifteen year maturity dates with lockout periods that vary but do not exceed one year. These FOTO advances are considered and monitored by the Company as short-term advances due to the likelihood of FHLB exercising the options within a year of the settlement dates based upon the rising rate environment and the short lockout periods.

In March 2018, we issued ~~$330.0~~$330 million in aggregate principal amount of 5.00% Fixed-to-Floating Rate Subordinated Notes (“the Notes”) at a public offering price equal to 100% of the aggregate principal amount of the Notes. The Company incurred $3.6 million in debt issuance costs related to the offering. The Notes will mature on April 1, 2028 and will bear interest at an initial fixed rate of 5.00% per annum, payable semi-annually in arrears. From and including April 1, 2023 to, but excluding, the maturity date or the date of earlier redemption, the interest will reset quarterly to an annual interest rate equal to the then-current three month LIBOR rate plus 125 basis points, payable quarterly in arrears. The notes will be subordinated in right of payment to the payment of our other existing and future senior indebtedness, including all our general creditors. The Notes are obligations of Simmons First National Corporation only and are not obligations of, and are not guaranteed by, any of its subsidiaries.

During 2017, we entered into a Revolving Credit Agreement with U.S. Bank National Association and executed an unsecured Revolving Credit Agreement (the “Credit Agreement”) pursuant to which we may borrow, prepay and reborrow up to $75.0 million, the proceeds of which were primarily used to pay off amounts outstanding under a term note assumed in an acquisition. In October 2018, we entered into a First Amendment to the Credit Agreement with U.S. Bank National Association, which primarily extended the ~~First Texas acquisition.~~expiration date to October 2019 and reduced the $75.0 million to $50.0 million. In December 2018, we entered into a Second Amendment to the Credit Agreement that clarified the financial metrics contained in certain affirmative covenants are evaluated on a consolidated basis. In October 2019, all amounts borrowed, together with applicable interest, fees, and other amounts owed by the Company are due and payable. The balance due under the Credit Agreement at March 31, 2019 was zero.

During ~~the first half of~~ 2018, the Company used a portion of the net proceeds from the sale of the Notes to repay certain outstanding indebtedness, including the ~~amounts borrowed under the Credit Agreement and the unsecured debt from correspondent banks. On March 30, 2018, we repaid the~~ $75.0 million outstanding balance on the Credit Agreement, ~~and the~~ $43.3 million in notes ~~payable. During June 2018, approximately $54.6~~payable, $94.9 million in trust preferred securities ~~was repaid.~~and $19.1 million in subordinated debt.

CAPITAL

Overview

At ~~June 30, 2018,~~March 31, 2019, total capital was ~~$2.147~~$2.302 billion. Capital represents shareholder ownership in the Company – the book value of assets in excess of liabilities. At ~~June 30, 2018,~~March 31, 2019, our common equity to assets ratio was ~~13.3%~~14.31% compared to ~~13.9%~~13.58% at year-end ~~2017.~~2018.

Capital Stock

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

and the Company’s common stock began trading on a split-adjusted basis on the NASDAQ Global Select Market on February 9, 2018. All previously reported share and per share data included in filings subsequent to February 8, 2018 are restated to reflect the retroactive effect of this two-for-one stock split.

On April 19, 2018, shareholders of the Company approved an increase in the number of authorized shares from 120,000,000 to ~~175,000,00~~175,000,000.

Stock Repurchase

On July 23, 2012, we announced the adoption by our Board of Directors of a stock repurchase program which authorized the repurchase of up to 1,700,000 (split adjusted) of Class A common stock, or approximately 2% of the shares outstanding. The shares are to be purchased from time to time at prevailing market prices, through open market or unsolicited negotiated transactions, depending upon market conditions. Under the repurchase program, there is no time limit for the stock repurchases, nor is there a minimum number of shares that we intend to repurchase. We may discontinue purchases at any time that management determines additional purchases are not warranted. We intend to use the repurchased shares to satisfy stock option exercises, payment of future stock awards and dividends and general corporate purposes. We had no stock repurchases during the first ~~six~~three months of ~~2018~~2019 or ~~2017.~~

2018.

Cash Dividends

We declared cash dividends on our common stock of ~~$0.30~~$0.16 per share for the first ~~six~~three months of 2019 compared to $0.15 per share for the first three months of 2018, ~~compared to $0.25 per share (split adjusted) for the first six months of 2017,~~ an increase of ~~$0.05,~~$0.01, or ~~20%~~7%. The timing and amount of future dividends are at the discretion of our Board of Directors and will depend upon our consolidated earnings, financial condition, liquidity and capital requirements, the amount of cash dividends paid to us by our subsidiaries, applicable government regulations and policies and other factors considered relevant by our Board of Directors. Our Board of Directors anticipates that we will continue to pay quarterly dividends in amounts determined based on the factors discussed above. However, there can be no assurance that we will continue to pay dividends on our common stock at the current levels or at all.

Parent Company Liquidity

The primary liquidity needs of the Parent Company are the payment of dividends to shareholders and the funding of debt obligations. The primary sources for meeting these liquidity needs are the current cash on hand at the parent company and the future dividends received from Simmons Bank. Payment of dividends by the bank subsidiary ~~bank~~ is subject to various regulatory limitations. See the Liquidity and Market Risk Management discussions of Item 3 – Quantitative and Qualitative Disclosure About Market Risk for additional information regarding the parent company’s liquidity.

Risk Based Capital

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

Quantitative measures established by regulation to ensure capital adequacy require us to maintain minimum amounts and ratios (set forth in the table below) of total, Tier 1 and common equity Tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier 1 capital (as defined) to average assets (as defined). Management believes that, as of ~~June 30, 2018,~~March 31, 2019, we meet all capital adequacy requirements to which we are subject.

As of the most recent notification from regulatory agencies, the bank subsidiary was well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, the Company and the Banks must maintain minimum total

risk-based, Tier 1 risk-based, common equity Tier 1 risk-based and Tier 1 leverage ratios as set forth in the table. There are no conditions or events since that notification that management believes have changed the institution’s categories.

Our risk-based capital ratios at ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017~~2018 are presented in Table 12 below:

Table 12: Risk-Based Capital


(Dollars in thousands)	June 30, 2018			December 31, 2017			March 31, 2019			December 31, 2018

Tier 1 capital:
Stockholders’ equity	$	2,146,908		$	2,084,564		$	2,302,321		$	2,246,434
Goodwill and other intangible assets	(917,050		)	(902,371		)	(910,122		)	(912,428		)
Unrealized loss on available-for-sale securities, net of income taxes	40,183			17,264			6,000			27,374
Total Tier 1 capital	1,270,041			1,199,457			1,398,199			1,361,380
Tier 2 capital:
Qualifying unrealized gain on available-for-sale equity securities	1			1
Trust preferred securities and subordinated debt	413,337			140,565			354,041			353,950
Qualifying allowance for loan losses	60,691			48,947			67,771			63,608
Total Tier 2 capital	474,029			189,513			421,812			417,558
Total risk-based capital	$	1,744,070		$	1,388,970		$	1,820,011		$	1,778,938

Risk weighted assets	$	12,713,093		$	12,234,160		$	13,364,636		$	13,326,832

Assets for leverage ratio	$	14,714,205		$	13,016,478		$	15,423,961		$	15,512,042

Ratios at end of period:
Common equity Tier 1 ratio (CET1)	9.99		%	9.80		%	10.46		%	10.22		%
Tier 1 leverage ratio	8.63		%	9.21		%	9.07		%	8.78		%
Tier 1 risk-based capital ratio	9.99		%	9.80		%	10.46		%	10.22		%
Total risk-based capital ratio	13.72		%	11.35		%	13.62		%	13.35		%
Minimum guidelines:
Common equity Tier 1 ratio	4.50		%	4.50		%	4.50		%	4.50		%
Tier 1 leverage ratio	4.00		%	4.00		%	4.00		%	4.00		%
Tier 1 risk-based capital ratio	6.00		%	6.00		%	6.00		%	6.00		%
Total risk-based capital ratio	8.00		%	8.00		%	8.00		%	8.00		%

Regulatory Capital Changes

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

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

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

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The final rules included a new common equity Tier 1 capital to risk-weighted assets ratio of 4.5% and a common equity Tier 1 capital conservation buffer of 2.5% of risk-weighted assets. The rules also raised the minimum ratio of Tier 1 capital to risk-weighted assets from 4.0% to 6.0% and require a minimum leverage ratio of 4.0%. The Basel III Capital Rules became effective for the Company and its subsidiary bank on January 1, 2015, with full compliance with all of the final rule’s requirements ~~phased in over a multi-year schedule. Management believes that, as of June 30, 2018, the Company and its bank subsidiary would meet all capital adequacy requirements under the Basel III Capital Rules~~ on ~~a fully phased-in basis if such requirements were currently effective.~~January 1, 2019.

Prior to December 31, 2017, Tier 1 capital included common equity Tier 1 capital and certain additional Tier 1 items as provided under the Basel III Rules. The Tier 1 capital for the Company consisted of common equity Tier 1 capital and trust preferred securities. The Basel III Rules include certain provisions that require trust preferred securities to be phased out of qualifying Tier 1 capital when assets surpass $15 billion. As of December 31, 2017, the Company exceeded $15 billion in total assets and the grandfather provisions applicable to its trust preferred securities no longer apply and trust preferred securities are no longer included as Tier 1 capital. Trust preferred securities and qualifying subordinated debt of ~~$413.3~~$354.0 million is included as Tier 2 and total capital as of ~~June 30, 2018.~~March 31, 2019.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

See the section titled Recently Issued Accounting Standards in Note 1, Preparation of Interim Financial Statements, in the accompanying Condensed Notes to Consolidated Financial Statements included elsewhere in this report for details of recently issued accounting pronouncements and their expected impact on the Company’s ongoing financial position and results of operation.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

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

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

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RECONCILIATION OF NON-GAAP MEASURES

The tables below present computations of core earnings (net income excluding non-core items {merger related costs, early retirement program costs and the one-time costs of branch right sizing}) and diluted core earnings per share (non-GAAP) as well as a reconciliation of tangible book value per share (non-GAAP), tangible common equity to tangible equity (non-GAAP) and the core net interest margin (non-GAAP). Non-core items are included in financial results presented in accordance with generally accepted accounting principles (GAAP).

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

• Preparation of the Company’s operating budgets

• Monthly financial performance reporting

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

• Investor presentations of Company performance

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

• Calculation of annual performance-based incentives for certain executives

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

• Investor presentations of Company performance

We have ~~$942.4~~$934.4 million and ~~$948.7~~$937.0 million total goodwill and other intangible assets for the periods ended ~~June 30, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, respectively. Because of our high level of intangible assets, management believes a useful calculation is return on tangible equity (non-GAAP).

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

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

~~All per share data has been restated to reflect the retroactive effect of the two-for-one stock split which occurred during February 2018.~~

See Table 13 below for the reconciliation of non-GAAP financial measures, which exclude non-core items for the periods presented.

Table 13: Reconciliation of Core Earnings (non-GAAP)


	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended March 31,
(Dollars in thousands)	2018			2017			2018			2017			2019			2018

Net income	$	53,562		$	23,065		$	104,874		$	45,185		$	47,695		$	51,312
Non-core items:
Merger related costs	1,465			6,603			3,176			7,127			1,470			1,711
Early retirement program													355			—
Branch right sizing	22			(536		)	79			(382		)	45			57
Tax effect ⁽¹⁾	(389		)	(2,379		)	(851		)	(2,645		)	(489		)	(462		)
Net non-core items	1,098			3,688			2,404			4,100			1,381			1,306
Core earnings (non-GAAP)	$	54,660		$	26,753		$	107,278		$	49,285		$	49,076		$	52,618

Diluted earnings per share	$	0.58		$	0.36		$	1.13		$	0.71		$	0.51		$	0.55
Non-core items:
Merger related costs	0.02			0.11			0.04			0.12			0.02			0.02
Early retirement program													0.01			—
Branch right sizing	—			(0.01		)	—			(0.01		)	—			—
Tax effect ⁽¹⁾	(0.01		)	(0.04		)	(0.01		)	(0.04		)	(0.01		)	—
Net non-core items	0.01			0.06			0.03			0.07			0.02			0.02
Diluted core earnings per share (non-GAAP)	$	0.59		$	0.42		$	1.16		$	0.78		$	0.53		$	0.57


(1)	Effective tax rate of 26.135% ~~for 2018 and 39.225% for 2017, adjusted for non-deductible merger-related and branch right sizing costs.~~.

See Table 14 below for the reconciliation of tangible book value per share.

Table 14: Reconciliation of Tangible Book Value per Share (non-GAAP)


(In thousands, except per share data)	June 30, 2018			December 31, 2017			March 31, 2019			December 31, 2018

Total common stockholders’ equity	$	2,146,908		$	2,084,564		$	2,302,321		$	2,246,434
Intangible assets:
Goodwill	(845,687		)	(842,651		)	(845,687		)	(845,687		)
Other intangible assets	(96,720		)	(106,071		)	(88,694		)	(91,334		)
Total intangibles	(942,407		)	(948,722		)	(934,381		)	(937,021		)
Tangible common stockholders’ equity	$	1,204,501		$	1,135,842		$	1,367,940		$	1,309,413
Shares of common stock outstanding	92,281,370			92,029,118			92,568,361			92,347,643

Book value per common share	$	23.26		$	22.65		$	24.87		$	24.33

Tangible book value per common share (non-GAAP)	$	13.05		$	12.34		$	14.78		$	14.18

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See Table 15 below for the calculation of tangible common equity and the reconciliation of tangible common equity to tangible assets.

Table 15: Reconciliation of Tangible Common Equity and the Ratio of Tangible Common Equity to Tangible Assets (non-GAAP)


(In thousands, except per share data)	June 30, 2018			December 31, 2017			March 31, 2019			December 31, 2018

Total common stockholders’ equity	$	2,146,908		$	2,084,564		$	2,302,321		$	2,246,434
Intangible assets:
Goodwill	(845,687		)	(842,651		)	(845,687		)	(845,687		)
Other intangible assets	(96,720		)	(106,071		)	(88,694		)	(91,334		)
Total intangibles	(942,407		)	(948,722		)	(934,381		)	(937,021		)
Tangible common stockholders’ equity	$	1,204,501		$	1,135,842		$	1,367,940		$	1,309,413

Total assets	$	16,165,533		$	15,055,806		$	16,091,639		$	16,543,337
Intangible assets:
Goodwill	(845,687		)	(842,651		)	(845,687		)	(845,687		)
Other intangible assets	(96,720		)	(106,071		)	(88,694		)	(91,334		)
Total intangibles	(942,407		)	(948,722		)	(934,381		)	(937,021		)
Tangible assets	$	15,223,126		$	14,107,084		$	15,157,258		$	15,606,316

Ratio of equity to assets	13.28		%	13.85		%
Ratio of common equity to assets							14.31		%	13.58		%
Ratio of tangible common equity to tangible assets (non-GAAP)	7.91		%	8.05		%	9.02		%	8.39		%

See Table 16 below for the calculation of core net interest margin for the periods presented.

Table 16: Reconciliation of Core Net Interest Margin (non-GAAP)


	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended March 31,
(Dollars in thousands)	2018			2017			2018			2017			2019			2018

Net interest income	$	136,837		$	76,812		$	271,803		$	149,192		$	137,026		$	134,966
FTE adjustment	1,308			2,082			2,438			4,047			1,601			1,130
Fully tax equivalent net interest income	138,145			78,894			274,241			153,239			138,627			136,096
Total accretable yield	(10,113		)	(4,792		)	(21,407		)	(9,219		)	(6,660		)	(11,294		)
Core net interest income	$	128,032		$	74,102		$	252,834		$	144,020		$	131,967		$	124,802

Average earning assets – quarter-to-date	$	13,876,557		$	7,841,208		$	13,564,056		$	7,653,177		$	14,593,905		$	13,251,549

Net interest margin	3.99		%	4.04		%	4.08		%	4.04		%	3.85		%	4.17		%
Core net interest margin (non-GAAP)	3.70		%	3.79		%	3.76		%	3.79		%	3.67		%	3.82		%

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Item 3.	Quantitative and Qualitative Disclosure About Market Risk

The Company has leveraged its investment in its subsidiary bank and depends upon the dividends paid to it, as the sole shareholder of the subsidiary bank, as a principal source of funds for dividends to shareholders, stock repurchases and debt service requirements. At ~~June 30, 2018,~~March 31, 2019, undivided profits of Simmons Bank were ~~approximately $332.5~~approximately $428.6 million, of ~~which approximately $1.6~~which approximately $57.7 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.

Subsidiary Bank

Generally speaking, the Company’s subsidiary bank relies 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 subsidiary bank’s primary investing activities include loan originations and purchases of investment securities, offset by loan payoffs and investment cash flows and maturities.

Liquidity represents an institution’s ability to provide funds to satisfy demands from depositors and borrowers by either converting assets into cash or accessing new or existing sources of incremental funds. A major responsibility of management is to maximize net interest income within prudent liquidity constraints. Internal corporate guidelines have been established to constantly measure liquid assets as well as relevant ratios concerning earning asset levels and purchased funds. The management and board of directors of the subsidiary bank monitors these same indicators and makes adjustments as needed.

Liquidity Management

The objective of our 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. Our liquidity sources are prioritized for both availability and time to activation.

Our liquidity is a primary consideration in determining funding needs and 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 seven primary and secondary sources of liquidity available to the Company. The particular liquidity need and timeframe determine the use of these sources.

The first sources of liquidity available to the Company are a ~~$75~~$50.0 million revolving line of credit with U.S. Bank National Association for purposes of financing distributions, financing certain acquisitions and working capital purposes and Federal funds. Federal funds are available on a daily basis and are used to meet the normal fluctuations of a dynamic balance sheet. The Bank has ~~approximately $395~~approximately $380 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 we test these borrowing lines at least annually. Historical monitoring of these funds has made it possible for us to project seasonal fluctuations and structure our funding requirements on a month-to-month basis.

Second, the bank subsidiary has lines of credit available with the Federal Home Loan Bank. While we use portions of those lines to match off longer-term mortgage loans, we also use those lines to meet liquidity needs. Approximately ~~$1.5~~$2.2 billion of these lines of credit are currently available, if needed, for liquidity.

A third source of liquidity is that we have the ability to access large wholesale deposits from both the public and private sector to fund short-term liquidity needs.

A fourth source of liquidity is the retail deposits available through our network of financial centers throughout Arkansas, Colorado, Kansas, Missouri, Oklahoma, Tennessee and Texas. Although this method can be a somewhat more expensive alternative to supplying liquidity, this source can be used to meet intermediate term liquidity needs.

Fifth, we use 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 ~~85.3%~~97.3% of the investment portfolio is classified as available-for-sale. We also use securities held in the securities portfolio to pledge when obtaining public funds.

Sixth, we have a network of downstream correspondent banks from which we can access debt to meet liquidity needs.

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Finally, we have the ability to access funds through the Federal Reserve Bank Discount Window.

We believe the various sources available are ample liquidity for short-term, intermediate-term and long-term liquidity.

Market Risk Management

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

Interest Rate Sensitivity

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

The simulation model incorporates management’s assumptions regarding the level of interest rates or balance changes for indeterminate maturity deposits for a given level of market rate changes. These assumptions have been developed through anticipated pricing behavior. Key assumptions in the simulation models include the relative timing of prepayments, cash flows and maturities. These assumptions are inherently uncertain and, as a result, the model 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.

As of ~~June 30, 2018,~~March 31, 2019, the model simulations projected that 100 and 200 basis point increases in interest rates would result in a positive variance in net interest income of ~~4.48%~~2.13% and ~~8.32%~~4.02%, respectively, relative to the base case over the next 12 months, while decreases in interest rates of 100 basis points and 200 basis points would result in a negative variance in net interest income of ~~-5.48%~~(2.03)% and (4.81)%, respectively, relative to the base case over the next 12 months. The likelihood of a decrease in interest rates in excess of 100 basis points as of June 30, 2018 is considered remote given current interest rate levels and the recent rate increases by the Federal Reserve. These are good faith estimates and assume that the composition of our interest sensitive assets and liabilities existing at each ~~year-end~~period-end will remain constant over the relevant twelve month measurement period and that changes in market interest rates are instantaneous and sustained across the yield curve regardless of duration of pricing characteristics of specific assets or liabilities. Also, this analysis does not contemplate any actions that we might undertake in response to changes in market interest rates. We believe these estimates are not necessarily indicative of what actually could occur in the event of immediate interest rate increases or decreases of this magnitude. As interest-bearing assets and liabilities reprice in different time frames and proportions to market interest rate movements, various assumptions must be made based on historical relationships of these variables in reaching any conclusion. Since these correlations are based on competitive and market conditions, we anticipate that our future results will likely be different from the foregoing estimates, and such differences could be material.

The table below presents our sensitivity to net interest income at ~~June 30, 2018:~~March 31, 2019:

Table 14: Net Interest Income Sensitivity



Interest Rate Scenario	% Change from Base

Up 200 basis points	~~8.32%~~4.02%
Up 100 basis points	~~4.48%~~2.13%
Down 100 basis points	~~(5.48)~~(2.03)%
Down 200 basis points	(4.81)%

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Item 4.	Controls and Procedures

The Company’s Chief Executive Officer and Chief Financial Officer have reviewed and evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s current disclosure controls and procedures were effective for the period.

Changes in Internal Control over Financial Reporting

There were no changes in the Company’s internal controls over financial reporting during the quarter ended ~~June 30, 2018,~~March 31, 2019, which materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.


Part II:	Other Information


Item 1A.	Risk Factors

Management is not aware of any material changes to the risk factors discussed in Part 1, Item 1A of our Form 10-K for the year ended December 31, ~~2017.~~2018. In addition to the other information set forth in this report, you should carefully consider the risk factors discussed in Part I, Item 1A of our Form 10-K, which could materially and adversely affect the Company’s business, ongoing financial condition and results of operations. The risks described are not the only risks facing the Company. Additional risks and uncertainties not presently known to management or that management currently believes to be immaterial may also adversely affect our business, ongoing financial condition or results of operations.


Item 6.	Exhibits


Exhibit No.	Description



2.1	Agreement and Plan of Merger, dated as of March 24, 2014, by and between Simmons First National Corporation and Delta Trust & Banking Corporation (incorporated by reference to Annex A to the Joint Proxy Statement/Prospectus filed by Simmons First National Corporation on July 23, 2014 (File No. 000-06253)).
2.2	Agreement and Plan of Merger, dated as of May 6, 2014, by and between Simmons First National Corporation and Community First Bancshares, Inc., as amended on September 11, 2014 (incorporated by reference to Annex A to the Joint Proxy Statement/Prospectus filed by Simmons First National Corporation on October 8, 2014 (File No. 000-06253)).
2.3	Agreement and Plan of Merger, dated as of May 27, 2014, by and between Simmons First National Corporation and Liberty Bancshares, Inc., as amended on September 11, 2014 (incorporated by reference to Annex B to the Joint Proxy Statement/Prospectus filed by Simmons First National Corporation on October 8, 2014 (File No. 000-06253)).
2.4	Agreement and Plan of Merger, dated as of April 28, 2015, by and between Simmons First National Corporation and Ozark Trust & Investment Corporation (incorporated by reference to Exhibit 10.1 to Simmons First National Corporation’s Current Report on Form 8-K for April 29, 2015 (File No. 000-06253)).
2.5	Stock Purchase Agreement by and among Citizens National Bank, Citizens National Bancorp, Inc. and Simmons First National Corporation, dated as of May 18, 2016 (incorporated by reference to Exhibit 2.1 to Simmons First National Corporation’s Current Report on Form 8-K for May 18, 2016 (File No. 000-06253)).
2.6	Agreement and Plan of Merger, dated as of November 17, 2016, by and between Simmons First National Corporation and Hardeman County Investment Company, Inc. (incorporated by reference to Exhibit 2.1 to Simmons First National Corporation’s Current Report on Form 8-K for November 17, 2016 (File No. 000-06253)).
2.7	Agreement and Plan of Merger, dated as of December 14, 2016, by and between Simmons First National Corporation and Southwest Bancorp, Inc., as amended on July 19, 2017 (incorporated by reference to Exhibit 2.11 to Simmons First National Corporation’s Quarterly Report on Form 10-Q for the Quarter ended June 30, 2017 (File No. 000-06253)).
2.8	Agreement and Plan of Merger, dated as of January 23, 2017, by and between Simmons First National Corporation and First Texas, BHC, Inc., as amended on July 19, 2017 (incorporated by reference to Exhibit 2.12 to Simmons First National Corporation’s Quarterly Report on Form 10-Q for the Quarter ended June 30, 2017 (File No. 000-06253)).



2.9	Agreement and Plan of Merger, dated as of November 13, 2018, by and between Simmons First National Corporation and Reliance Bancshares, Inc. (incorporated by reference to Exhibit 2.1 to Simmons First National Corporation’s Current Report on Form 8-K for November 13, 2018 (File No. 000-06253)).
3.1	Amended and Restated Articles of Incorporation of Simmons First National Corporation, as amended on ~~April 23, 2018~~February 12, 2019 (incorporated by reference to Exhibit 3.1 to Simmons First National Corporation’s ~~Quarterly~~Current Report on Form ~~10-Q for the Quarter ended March 31, 2018~~8-K/A on April 11, 2019 (File No. 000-06253)).
3.2	Amended By-Laws of Simmons First National Corporation (incorporated by reference to Exhibit 3.2 to Simmons First National Corporation’s Quarterly Report on Form 10-Q for the Quarter ended June 30, 2017 (File No. 000-06253)).
~~3.3~~	Certificate of Designation of Senior Non-Cumulative Perpetual Preferred Stock, Series A of Simmons First National Corporation, dated February 27, 2015 (incorporated by reference to Exhibit 3.1to Simmons First National Corporation’s Current Report on Form 8-K on October 8, 2014 (File No. 000-06253)).



4.1	Instruments defining the rights of security holders, including indentures. Simmons First National Corporation hereby agrees to furnish copies of instruments defining the rights of holders of long-term debt of the Corporation and its consolidated subsidiaries to the U.S. Securities and Exchange Commission upon request. No issuance of debt exceeds ten percent of the total assets of the Corporation and its subsidiaries on a consolidated basis.
~~12.1~~	Computation of Ratios of Earnings to Combined Fixed Charges and Preferred Dividend.*
14.1	Amended and Restated Simmons First National Corporation Code of Ethics (incorporated by reference to Exhibit 14.1 to Simmons First National Corporation’s Current Report on Form 8-K on July 19, 2018 (File No. 000-06253)).
15.1	Awareness Letter of BKD, LLP.*
31.1	Rule 13a-15(e) and 15d-15(e) Certification – George A. Makris, Jr., Chairman and Chief Executive Officer.*
31.2	Rule 13a-15(e) and 15d-15(e) Certification – Robert A. Fehlman, Senior Executive Vice President, Chief Financial Officer and Treasurer.*
31.3	Rule 13a-15(e) and 15d-15(e) Certification – David W. Garner, Executive Vice President, Controller and Chief Accounting Officer.*
32.1	Certification Pursuant to 18 U.S.C. Sections 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – George A. Makris, Jr., Chairman and Chief Executive Officer.*
32.2	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, Senior Executive Vice President, Chief Financial Officer and Treasurer.*
32.3	Certification Pursuant to 18 U.S.C. Sections 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – David W. Garner, Executive Vice President, Controller and Chief Accounting Officer.*
101.INS	XBRL Instance Document.**
101.SCH	XBRL Taxonomy Extension Schema.**
101.CAL	XBRL Taxonomy Extension Calculation Linkbase.**
101.DEF	XBRL Taxonomy Extension Definition Linkbase.**
101.LAB	XBRL Taxonomy Extension Labels Linkbase.**
101.PRE	XBRL Taxonomy Extension Presentation Linkbase.**

* Filed herewith

** Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Act of 1934, as amended, and otherwise are not subject to liability under those sections.

8270

SIGNATURES

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

SIMMONS FIRST NATIONAL CORPORATION

(Registrant)



Date:	~~August 7, 2018~~May 8, 2019	/s/ George A. Makris, Jr.
		George A. Makris, Jr.
		Chairman and Chief Executive Officer



Date:	~~August 7, 2018~~May 8, 2019	/s/ Robert A. Fehlman
		Robert A. Fehlman
		Senior Executive Vice President,
		Chief Financial Officer and Treasurer



Date:	~~August 7, 2018~~May 8, 2019	/s/ David W. Garner
		David W. Garner
		Executive Vice President, Controller
		and Chief Accounting Officer

8371



(In thousands, except share data (1))	Common Stock		Surplus		Accumulated Other Comprehensive Income (Loss)			Undivided Profits			Total

Balance at, December 31, 2016	$	626	$	711,663	$	(15,212	)	$	454,034		$	1,151,111

Comprehensive income	—		—		3,890			45,185			49,075
Stock issued for employee stock purchase plan – 26,002 shares	—		618		—			—			618
Stock-based compensation plans, net – 244,276	2		6,529		—			—			6,531
Stock issued for Hardeman acquisition – 1,599,940 common shares	16		42,622		—			—			42,638
Dividends on common stock – $0.25 per share	—		—		—			(15,897		)	(15,897		)

Balance, June 30, 2017 (Unaudited)	644		761,432		(11,322		)	483,322			1,234,076

Comprehensive income	—		—		(2,926		)	47,755			44,829
Reclassify stranded tax effects due to 2017 tax law changes	—		—		(3,016		)	3,016			—
Stock-based compensation plans, net – 115,010	1		6,409		—			—			6,410
Stock issued for OKSB acquisition – 14,488,604 common shares	145		431,253		—			—			431,398
Stock issued for First Texas acquisition – 12,999,840 common shares	130		386,940		—			—			387,070
Dividends on common stock – $0.25 per share	—		—		—			(19,219		)	(19,219		)

Balance, December 31, 2017	920		1,586,034		(17,264		)	514,874			2,084,564

Comprehensive income	—		—		(22,919		)	104,874			81,955
Stock issued for employee stock purchase plan – 39,782 shares	—		1,026		—			—			1,026
Stock-based compensation plans, net – 212,470	3		7,282		—			—			7,285
Dividends on common stock – $0.30 per share	—		—		—			(27,922		)	(27,922		)

Balance, June 30, 2018 (Unaudited)	$	923	$	1,594,342	$	(40,183	)	$	591,826		$	2,146,908



(In thousands)	Acquired from OKSB			Fair Value Adjustments			Fair Value

Assets Acquired
Cash and due from banks	$	79,517		$	—		$	79,517
Investment securities	485,468			(1,295		)	484,173
Loans acquired	2,039,524			(43,071		)	1,996,453
Allowance for loan losses	(26,957		)	26,957			—
Foreclosed assets	6,284			(1,127		)	5,157
Premises and equipment	21,210			5,457			26,667
Bank owned life insurance	28,704			—			28,704
Goodwill	13,545			(13,545		)	—
Core deposit intangible	1,933			40,191			42,124
Other intangibles	3,806			—			3,806
Other assets	33,455			(9,141		)	24,314
Total assets acquired	$	2,686,489		$	4,426		$	2,690,915



Liabilities Assumed
Deposits:
Non-interest bearing transaction accounts	$	485,971	$	—		$	485,971
Interest bearing transaction accounts and savings deposits	869,252		—			869,252
Time deposits	613,345		(2,213		)	611,132
Total deposits	1,968,568		(2,213		)	1,966,355
Securities sold under agreement to repurchase	11,256		—			11,256
Other borrowings	347,000		—			347,000
Subordinated debentures	46,393		—			46,393
Accrued interest and other liabilities	17,440		5,364			22,804
Total liabilities assumed	2,390,657		3,151			2,393,808
Equity	295,832		(295,832		)	—
Total equity assumed	295,832		(295,832		)	—
Total liabilities and equity assumed	$	2,686,489	$	(292,681	)	$	2,393,808
Net assets acquired						297,107
Purchase price						526,251
Goodwill						$	229,144



(In thousands)	Acquired from First Texas			Fair Value Adjustments			Fair Value

Assets Acquired
Cash and due from banks	$	59,277		$	—		$	59,277
Investment securities	81,114			(596		)	80,518
Loans acquired	2,246,212			(37,834		)	2,208,378
Allowance for loan losses	(20,864		)	20,664			(200		)
Premises and equipment	24,864			10,123			34,987
Bank owned life insurance	7,190			—			7,190
Goodwill	37,227			(37,227		)	—
Core deposit intangible	—			7,328			7,328
Other assets	18,263			11,485			29,748
Total assets acquired	$	2,453,283		$	(26,057	)	$	2,427,226

Liabilities Assumed
Deposits:
Non-interest bearing transaction accounts	$	74,410		$	—		$	74,410
Interest bearing transaction accounts and savings deposits	1,683,298			—			1,683,298
Time deposits	124,233			(283		)	123,950
Total deposits	1,881,941			(283		)	1,881,658
Securities sold under agreement to repurchase	50,000			—			50,000
Other borrowings	235,000			—			235,000
Subordinated debentures	30,323			589			30,912
Accrued interest and other liabilities	11,727			1,669			13,396
Total liabilities assumed	2,208,991			1,975			2,210,966
Equity	244,292			(244,292		)	—
Total equity assumed	244,292			(244,292		)	—
Total liabilities and equity assumed	$	2,453,283		$	(242,317	)	$	2,210,966
Net assets acquired							216,260
Purchase price							457,103
Goodwill							$	240,843



(In thousands, except per share data)	2017		2016
Revenue⁽¹⁾	$	654,358	$	620,461
Net income	$	130,947	$	136,199
Diluted earnings per share	$	1.43	$	1.52



(In thousands)	Acquired from Hardeman			Fair Value Adjustments			Fair Value

Assets Acquired
Cash and due from banks	$	8,001		$	—		$	8,001
Interest bearing balances due from banks - time	1,984			—			1,984
Investment securities	170,654			(285		)	170,369
Loans acquired	257,641			(5,992		)	251,649
Allowance for loan losses	(2,382		)	2,382			—
Foreclosed assets	1,083			(452		)	631
Premises and equipment	9,905			1,258			11,163
Bank owned life insurance	7,819			—			7,819
Goodwill	11,485			(11,485		)	—
Core deposit intangible	—			7,840			7,840
Other intangibles	—			830			830
Other assets	2,639			(1		)	2,638
Total assets acquired	$	468,829		$	(5,905	)	$	462,924