Exhibit 99.4
UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
The following unaudited pro forma combined condensed consolidated financial statements and explanatory notes show the impact on the historical financial positions and results of operations of Simmons First National Corporation (“Simmons”), Southwest Bancorp, Inc. (“OKSB”) and First Texas BHC, Inc. (“First Texas”) and have been prepared to illustrate the effects of the OKSB merger and First Texas merger under the acquisition method of accounting with Simmons treated as the acquirer. The following unaudited pro forma combined condensed consolidated financial statements have been prepared using the acquisition method of accounting, giving effect to our completed acquisitions of Hardeman County Investment Company, Inc. (“HCIC”), which closed on May 15, 2017, and OKSB and First Texas, which both closed on October 19, 2017. The unaudited pro forma combined condensed consolidated balance sheets combine the historical financial information of Simmons and HCIC, OKSB and First Texas as of September 30, 2017, and assume that the acquisitions were completed on that date. The unaudited pro forma combined condensed consolidated statements of income for the six-month period ended September 30, 2017 and the 12-month period ended December 31, 2016 give effect to the acquisitions as if the transactions had been completed on January 1, 2016.
The unaudited pro forma combined condensed consolidated financial statements are presented for illustrative purposes only and does not indicate the financial results of the combined company had the companies actually been combined on the dates described above, nor is it necessarily indicative of the results of operations in future periods or the future financial position of the combined entities. The unaudited pro forma combined condensed consolidated financial statements also do not consider any potential impacts of current market conditions on revenues, expense efficiencies, asset dispositions and share repurchases, among other factors.
Unaudited Pro Forma Combined Condensed
Consolidated Balance Sheets
As of September 30, 2017
| | | | | Acquisitions | | | | |
(in thousands) | | Simmons Historical | | | OKSB Historical | | | First Texas Historical | | | Pro Forma Acquisition Adjustments | | | Pro Forma Combined | |
| | | | | | | | | | | | | | | |
ASSETS | | | | | | | | | | | | | | | | | | | | |
Cash and non-interest bearing balances due from banks | | | 108,675 | | | $ | 33,464 | | | $ | 25,897 | | | $ | - | | | $ | 168,036 | |
Interest bearing balances due from banks | | | 322,295 | | | | 53,994 | | | | 102,390 | | | | (169,415 | )(1),(2),(10) | | | 309,264 | |
Cash and cash equivalents | | | 430,970 | | | | 87,458 | | | | 128,287 | | | | (169,415 | ) | | | 477,300 | |
Federal funds sold | | | 1,320 | | | | - | | | | - | | | | - | | | | 1,320 | |
Interest bearing balances due from banks - time | | | 4,059 | | | | - | | | | - | | | | - | | | | 4,059 | |
Investment securities - held-to-maturity | | | 406,033 | | | | 10,351 | | | | - | | | | - | | | | 416,384 | |
Investment securities - available-for-sale | | | 1,317,420 | | | | 369,484 | | | | 62,021 | | | | - | | | | 1,748,925 | |
Total investments | | | 1,723,453 | | | | 379,835 | | | | 62,021 | | | | - | | | | 2,165,309 | |
Mortgage loans held for sale | | | 12,614 | | | | 5,657 | | | | 3,345 | | | | - | | | | 21,616 | |
Assets held in trading accounts | | | 49 | | | | - | | | | - | | | | - | | | | 49 | |
Other assets held for sale | | | 182,378 | | | | - | | | | - | | | | - | | | | 182,378 | |
Loans: | | | | | | | | | | | | | | | | | | | | |
Legacy loans | | | 5,211,312 | | | | - | | | | - | | | | - | | | | 5,211,312 | |
Allowance for loan losses | | | (42,717 | ) | | | (26,943 | ) | | | (20,824 | ) | | | 47,767 | (3) | | | (42,717 | ) |
Loans acquired, net of discount and allowance | | | 1,092,039 | | | | 2,024,892 | | | | 2,261,907 | | | | (80,905 | )(4) | | | 5,297,933 | |
Net loans | | | 6,260,634 | | | | 1,997,949 | | | | 2,241,083 | | | | (33,138 | ) | | | 10,466,528 | |
Premises and equipment | | | 224,376 | | | | 21,335 | | | | 24,862 | | | | 15,581 | (5) | | | 286,154 | |
Foreclosed assets | | | 31,477 | | | | 6,283 | | | | - | | | | (1,126 | )(6) | | | 36,634 | |
Interest receivable | | | 30,749 | | | | 7,072 | | | | 6,143 | | | | - | | | | 43,964 | |
Bank owned life insurance | | | 148,984 | | | | 28,661 | | | | 7,181 | | | | - | | | | 184,826 | |
Goodwill | | | 375,731 | | | | 13,545 | | | | 37,227 | | | | 399,210 | (7) | | | 825,713 | |
Other intangible assets | | | 55,501 | | | | 5,749 | | | | 326 | | | | 47,519 | (8) | | | 109,095 | |
Other assets | | | 53,075 | | | | 66,039 | | | | 28,934 | | | | (1,963 | )(2),(9) | | | 146,085 | |
Total assets | | $ | 9,535,370 | | | $ | 2,619,583 | | | $ | 2,539,409 | | | $ | 256,668 | | | $ | 14,951,030 | |
| | | | | | | | | | | | | | | | | | | | |
LIABILITIES AND STOCKHOLDERS' EQUITY | | | | | | | | | | | |
Deposits: | | | | | | | | | | | | | | | | | | | | |
Non-interest bearing transaction accounts | | $ | 1,669,860 | | | $ | 569,147 | | | $ | 488,710 | | | $ | - | | | $ | 2,727,717 | |
Interest bearing transaction accounts and savings deposits | | | 4,344,779 | | | | 857,828 | | | | 1,030,484 | | | | - | | | | 6,233,091 | |
Time deposits | | | 1,310,951 | | | | 620,533 | | | | 353,995 | | | | (2,496 | )(10) | | | 2,282,983 | |
Total deposits | | | 7,325,590 | | | | 2,047,508 | | | | 1,873,189 | | | | (2,496 | ) | | | 11,243,791 | |
| | | | | | | | | | | | | | | | | | | | |
Federal funds purchased and securities sold under agreements to repurchase | | | 121,687 | | | | 10,448 | | | | 50,000 | | | | - | | | | 182,135 | |
Other borrowings | | | 522,541 | | | | 203,000 | | | | 329,950 | | | | 15,005 | (11) | | | 1,070,496 | |
Subordinated debentures | | | 67,418 | | | | 45,000 | | | | 30,229 | | | | - | | | | 142,647 | |
Other liabilities held for sale | | | 176,964 | | | | - | | | | - | | | | - | | | | 176,964 | |
Accrued interest and other liabilities | | | 63,971 | | | | 13,916 | | | | 8,818 | | | | 6,828 | (12) | | | 93,533 | |
Total liabilities | | | 8,278,171 | | | | 2,319,872 | | | | 2,292,186 | | | | 19,337 | | | | 12,909,566 | |
| | | | | | | | | | | | | | | | | | | | |
Stockholders' equity: | | | | | | | | | | | | | | | | | | | - | |
Common stock | | | 322 | | | | 21,260 | | | | 7,885 | | | | (29,007 | )(1),(13) | | | 460 | |
Surplus | | | 763,443 | | | | 124,126 | | | | 172,388 | | | | 487,613 | (1),(13) | | | 1,547,570 | |
Undivided profits | | | 504,085 | | | | 196,929 | | | | 69,245 | | | | (266,174 | )(13) | | | 504,085 | |
Accumulated other comprehensive income (loss) | | | (10,651 | ) | | | (427 | ) | | | (370 | ) | | | 797 | (13) | | | (10,651 | ) |
Treasury Stock | | | - | | | | (42,177 | ) | | | (1,925 | ) | | | 44,102 | (13) | | | - | |
Total stockholders' equity | | | 1,257,199 | | | | 299,711 | | | | 247,223 | | | | 237,331 | | | | 2,041,464 | |
Total liabilities and stockholders' equity | | $ | 9,535,370 | | | $ | 2,619,583 | | | $ | 2,539,409 | | | $ | 256,668 | | | $ | 14,951,030 | |
Unaudited Pro Forma Combined Condensed
Consolidated Statements of Income
For the Nine Months Ended September 30, 2017
| | | | | Acquisitions | | | | |
(in thousands, except per share data) | | Simmons Historical | | | OKSB Historical | | | First Texas Historical | | | Pro Forma Acquisition Adjustments | | | Pro Forma Combined | |
| | | | | | | | | | | | | | | |
INTEREST INCOME | | | | | | | | | | | | | | | | | | | | |
Loans | | $ | 219,734 | | | $ | 66,569 | | | $ | 73,387 | | | $ | 6,805 | (14) | | $ | 366,495 | |
Federal funds sold | | | 17 | | | | - | | | | - | | | | - | | | | 17 | |
Investment securities | | | 28,659 | | | | 5,382 | | | | 794 | | | | - | | | | 34,835 | |
Mortgage loans held for sale | | | 430 | | | | - | | | | - | | | | - | | | | 430 | |
Interest bearing balances due from banks | | | 969 | | | | 290 | | | | 527 | | | | (817 | )(15) | | | 969 | |
Other interest-earning assets | | | - | | | | 1,088 | | | | 383 | | | | - | | | | 1,471 | |
TOTAL INTEREST INCOME | | | 249,809 | | | | 73,329 | | | | 75,091 | | | | 5,988 | | | | 404,217 | |
INTEREST EXPENSE | | | | | | | | | | | | | | | | | | | | |
Deposits | | | 15,050 | | | | 6,425 | | | | 10,130 | | | | 393 | (16) | | | 31,998 | |
Federal funds purchased and securities sold under agreements to repurchase | | | 250 | | | | 6 | | | | 1,580 | | | | - | | | | 1,836 | |
Other borrowings | | | 4,628 | | | | 1,781 | | | | 2,027 | | | | - | | | | 8,436 | |
Subordinated debentures | | | 1,870 | | | | 1,856 | | | | 1,005 | | | | - | | | | 4,731 | |
TOTAL INTEREST EXPENSE | | | 21,798 | | | | 10,068 | | | | 14,742 | | | | 393 | | | | 47,001 | |
NET INTEREST INCOME | | | 228,011 | | | | 63,261 | | | | 60,349 | | | | 5,595 | | | | 357,216 | |
Provision for loan losses | | | 16,792 | | | | 5,885 | | | | 3,817 | | | | - | | | | 26,494 | |
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES | | | 211,219 | | | | 57,376 | | | | 56,532 | | | | 5,595 | | | | 330,722 | |
NON-INTEREST INCOME | | | | | | | | | | | | | | | | | | | | |
Trust income | | | 12,550 | | | | - | | | | 3,779 | | | | - | | | | 16,329 | |
Service charges on deposit accounts | | | 25,492 | | | | 5,609 | | | | 1,310 | | | | - | | | | 32,411 | |
Other service charges and fees (includes insurance income) | | | 7,145 | | | | 644 | | | | 213 | | | | - | | | | 8,002 | |
Mortgage and SBA lending income | | | 9,603 | | | | 1,926 | | | | 1,955 | | | | - | | | | 13,484 | |
Investment banking income | | | 2,007 | | | | - | | | | - | | | | - | | | | 2,007 | |
Debit and credit card fees | | | 25,457 | | | | 1,323 | | | | 735 | | | | - | | | | 27,515 | |
Bank owned life insurance income | | | 2,402 | | | | 843 | | | | 210 | | | | - | | | | 3,455 | |
Gain (loss) on sale of securities | | | 2,302 | | | | 769 | | | | - | | | | - | | | | 3,071 | |
Other income | | | 15,178 | | | | 2,803 | | | | 2,137 | | | | - | | | | 20,118 | |
TOTAL NON-INTEREST INCOME | | | 102,136 | | | | 13,917 | | | | 10,339 | | | | - | | | | 126,392 | |
NON-INTEREST EXPENSE | | | | | | | | | | | | | | | | | | | | |
Salaries and employee benefits | | | 105,026 | | | | 29,205 | | | | 27,420 | | | | - | | | | 161,651 | |
Occupancy expense, net | | | 14,459 | | | | 4,280 | | | | 2,990 | | | | - | | | | 21,729 | |
Furniture and equipment expense | | | 13,833 | | | | 4,140 | | | | 1,458 | | | | - | | | | 19,431 | |
Other real estate and foreclosure expense | | | 2,177 | | | | 160 | | | | 10 | | | | - | | | | 2,347 | |
Deposit insurance | | | 2,480 | | | | 586 | | | | 976 | | | | - | | | | 4,042 | |
Merger related costs | | | 7,879 | | | | - | | | | - | | | | - | | | | 7,879 | |
Other operating expenses | | | 58,035 | | | | 7,455 | | | | 8,796 | | | | 3,238 | (17) | | | 77,524 | |
TOTAL NON-INTEREST EXPENSE | | | 203,889 | | | | 45,826 | | | | 41,650 | | | | 3,238 | | | | 294,603 | |
NET INCOME BEFORE INCOME TAXES | | | 109,466 | | | | 25,467 | | | | 25,221 | | | | 2,356 | | | | 162,510 | |
Provision for income taxes | | | 35,429 | | | | 8,907 | | | | 8,975 | | | | 924 | (18) | | | 54,235 | |
NET INCOME | | | 74,037 | | | | 16,560 | | | | 16,246 | | | | 1,432 | | | | 108,275 | |
Preferred stock dividends | | | - | | | | - | | | | - | | | | - | | | | - | |
NET INCOME AVAILABLE TO COMMON SHAREHOLDERS | | $ | 74,037 | | | $ | 16,560 | | | $ | 16,246 | | | $ | 1,432 | | | $ | 108,275 | |
BASIC EARNINGS PER SHARE | | $ | 2.33 | | | $ | 0.89 | | | $ | 2.06 | | | | | | | $ | 2.38 | |
DILUTED EARNINGS PER SHARE | | $ | 2.31 | | | $ | 0.89 | | | $ | 1.90 | | | | | | | $ | 2.37 | |
Average common shares outstanding | | | 31,797 | | | | | | | | | | | | 13,750 | (19) | | | 45,547 | |
Average diluted shares outstanding | | | 32,007 | | | | | | | | | | | | 13,750 | (19) | | | 45,757 | |
Unaudited Pro Forma Combined Condensed
Consolidated Statements of Income
For the Year Ended December 31, 2016
| | | | | Acquisition | | | | |
(in thousands, except per share data) | | Simmons Historical | | | HCIC Historical | | | HCIC Pro Forma Acquisition Adjustments | | | Pro Forma Simmons and Hardeman Combined | |
| | | | | | | | | | | | |
INTEREST INCOME | | | | | | | | | | | | | | | | |
Loans | | $ | 265,652 | | | $ | 13,475 | | | $ | 1,357 | (a) | | $ | 280,484 | |
Federal funds sold | | | 57 | | | | 36 | | | | - | | | | 93 | |
Investment securities | | | 33,479 | | | | 3,349 | | | | - | | | | 36,828 | |
Mortgage loans held for sale | | | 1,102 | | | | 7 | | | | - | | | | 1,109 | |
Interest bearing balances due from banks | | | 699 | | | | - | | | | - | | | | 699 | |
Other interest-earning assets | | | 16 | | | | - | | | | - | | | | 16 | |
TOTAL INTEREST INCOME | | | 301,005 | | | | 16,867 | | | | 1,357 | | | | 319,229 | |
INTEREST EXPENSE | | | | | | | | | | | | | | | | |
Deposits | | | 15,217 | | | | 1,321 | | | | - | | | | 16,538 | |
Federal funds purchased and securities sold under agreements to repurchase | | | 273 | | | | 113 | | | | - | | | | 386 | |
Other borrowings | | | 4,148 | | | | 24 | | | | - | | | | 4,172 | |
Subordinated debentures | | | 2,161 | | | | 145 | | | | - | | | | 2,306 | |
TOTAL INTEREST EXPENSE | | | 21,799 | | | | 1,603 | | | | - | | | | 23,402 | |
NET INTEREST INCOME | | | 279,206 | | | | 15,264 | | | | 1,357 | | | | 295,827 | |
Provision for loan losses | | | 20,065 | | | | 120 | | | | - | | | | 20,185 | |
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES | | | 259,141 | | | | 15,144 | | | | 1,357 | | | | 275,642 | |
NON-INTEREST INCOME | | | | | | | | | | | | | | | | |
Trust income | | | 15,442 | | | | - | | | | - | | | | 15,442 | |
Service charges on deposit accounts | | | 32,414 | | | | 3,470 | | | | - | | | | 35,884 | |
Other service charges and fees (includes insurance income) | | | 6,913 | | | | 3,491 | | | | - | | | | 10,404 | |
Mortgage and SBA lending income | | | 22,442 | | | | 338 | | | | - | | | | 22,780 | |
Investment banking income | | | 3,471 | | | | - | | | | - | | | | 3,471 | |
Debit and credit card fees | | | 30,740 | | | | 10 | | | | - | | | | 30,750 | |
Bank owned life insurance income | | | 3,324 | | | | 234 | | | | - | | | | 3,558 | |
Gain (loss) on sale of securities | | | 5,848 | | | | 70 | | | | - | | | | 5,918 | |
Other income | | | 18,788 | | | | 41 | | | | - | | | | 18,829 | |
TOTAL NON-INTEREST INCOME | | | 139,382 | | | | 7,654 | | | | - | | | | 147,036 | |
NON-INTEREST EXPENSE | | | | | | | | | | | | | | | | |
Salaries and employee benefits | | | 133,457 | | | | 9,741 | | | | - | | | | 143,198 | |
Occupancy expense, net | | | 18,667 | | | | 2,057 | | | | - | | | | 20,724 | |
Furniture and equipment expense | | | 16,683 | | | | - | | | | - | | | | 16,683 | |
Other real estate and foreclosure expense | | | 4,461 | | | | 205 | | | | - | | | | 4,666 | |
Deposit insurance | | | 3,469 | | | | 170 | | | | - | | | | 3,639 | |
Merger related costs | | | 4,835 | | | | - | | | | - | | | | 4,835 | |
Other operating expenses | | | 73,513 | | | | 3,990 | | | | 523 | (b) | | | 78,026 | |
TOTAL NON-INTEREST EXPENSE | | | 255,085 | | | | 16,163 | | | | 523 | | | | 271,771 | |
NET INCOME BEFORE INCOME TAXES | | | 143,438 | | | | 6,635 | | | | 834 | | | | 150,907 | |
Provision for income taxes | | | 46,624 | | | | 405 | | | | 327 | (c) | | | 47,356 | |
NET INCOME | | | 96,814 | | | | 6,230 | | | | 507 | | | | 103,551 | |
Preferred stock dividends | | | 24 | | | | - | | | | - | | | | 24 | |
NET INCOME AVAILABLE TO COMMON SHAREHOLDERS | | $ | 96,790 | | | $ | 6,230 | | | $ | 507 | | | $ | 103,527 | |
BASIC EARNINGS PER SHARE | | $ | 3.16 | | | $ | 38.22 | | | | | | | $ | 3.29 | |
DILUTED EARNINGS PER SHARE | | $ | 3.13 | | | $ | 38.22 | | | | | | | $ | 3.26 | |
Average common shares outstanding | | | 30,646 | | | | | | | | 800 | (d) | | | 31,446 | |
Average diluted shares outstanding | | | 30,964 | | | | | | | | 800 | (d) | | | 31,764 | |
Unaudited Pro Forma Combined Condensed
Consolidated Statements of Income
For the Year Ended December 31, 2016
| | | | | Acquisitions | | | | |
(in thousands, except per share data) | | Pro Forma Simmons and HCIC Combined | | | OKSB Historical | | | First Texas Historical | | | Pro Forma Acquisition Adjustments | | | Pro Forma Combined | |
| | | | | | | | | | | | | | | |
INTEREST INCOME | | | | | | | | | | | | | | | | | | | | |
Loans | | $ | 280,484 | | | $ | 81,527 | | | $ | 77,971 | | | $ | 17,106 | (14) | | $ | 457,088 | |
Federal funds sold | | | 93 | | | | - | | | | - | | | | - | | | | 93 | |
Investment securities | | | 36,828 | | | | 7,407 | | | | 1,134 | | | | - | | | | 45,369 | |
Mortgage loans held for sale | | | 1,109 | | | | - | | | | - | | | | - | | | | 1,109 | |
Interest bearing balances due from banks | | | 699 | | | | - | | | | 251 | | | | (251 | )(15) | | | 699 | |
Other interest-earning assets | | | 16 | | | | 206 | | | | 398 | | | | - | | | | 620 | |
TOTAL INTEREST INCOME | | | 319,229 | | | | 89,140 | | | | 79,754 | | | | 16,855 | | | | 504,978 | |
INTEREST EXPENSE | | | | | | | | | | | | | | | | | | | | |
Deposits | | | 16,538 | | | | 5,968 | | | | 7,472 | | | | 1,800 | (16) | | | 31,778 | |
Federal funds purchased and securities | | | | | | | | | | | | | | | | | | | | |
sold under agreements to repurchase | | | 386 | | | | - | | | | 2,118 | | | | - | | | | 2,504 | |
Other borrowings | | | 4,172 | | | | 1,379 | | | | 921 | | | | - | | | | 6,472 | |
Subordinated debentures | | | 2,306 | | | | 2,350 | | | | 1,340 | | | | - | | | | 5,996 | |
TOTAL INTEREST EXPENSE | | | 23,402 | | | | 9,697 | | | | 11,851 | | | | 1,800 | | | | 46,750 | |
NET INTEREST INCOME | | | 295,827 | | | | 79,443 | | | | 67,903 | | | | 15,055 | | | | 458,228 | |
Provision for loan losses | | | 20,185 | | | | 4,769 | | | | 2,109 | | | | - | | | | 27,063 | |
NET INTEREST INCOME AFTER PROVISION | | | | | | | | | | | | | | | | | | | | |
FOR LOAN LOSSES | | | 275,642 | | | | 74,674 | | | | 65,794 | | | | 15,055 | | | | 431,165 | |
NON-INTEREST INCOME | | | | | | | | | | | | | | | | | | | | |
Trust income | | | 15,442 | | | | - | | | | 4,925 | | | | - | | | | 20,367 | |
Service charges on deposit accounts | | | 35,884 | | | | 7,638 | | | | 1,688 | | | | - | | | | 45,210 | |
Other service charges and fees (includes insurance income) | | | 10,404 | | | | 1,014 | | | | 232 | | | | - | | | | 11,650 | |
Mortgage and SBA lending income | | | 22,780 | | | | 2,672 | | | | 2,970 | | | | - | | | | 28,422 | |
Investment banking income | | | 3,471 | | | | - | | | | 261 | | | | - | | | | 3,732 | |
Debit and credit card fees | | | 30,750 | | | | 1,906 | | | | 938 | | | | - | | | | 33,594 | |
Bank owned life insurance income | | | 3,558 | | | | 899 | | | | 85 | | | | - | | | | 4,542 | |
Gain (loss) on sale of securities | | | 5,918 | | | | 294 | | | | - | | | | - | | | | 6,212 | |
Other income | | | 18,829 | | | | 1,662 | | | | 2,627 | | | | - | | | | 23,118 | |
TOTAL NON-INTEREST INCOME | | | 147,036 | | | | 16,085 | | | | 13,726 | | | | - | | | | 176,847 | |
NON-INTEREST EXPENSE | | | | | | | | | | | | | | | | | | | | |
Salaries and employee benefits | | | 143,198 | | | | 37,724 | | | | 33,536 | | | | - | | | | 214,458 | |
Occupancy expense, net | | | 20,724 | | | | 6,417 | | | | 3,828 | | | | - | | | | 30,969 | |
Furniture and equipment expense | | | 16,683 | | | | 4,642 | | | | 2,045 | | | | - | | | | 23,370 | |
Other real estate and foreclosure expense | | | 4,666 | | | | (222 | ) | | | 117 | | | | - | | | | 4,561 | |
Deposit insurance | | | 3,639 | | | | 1,376 | | | | 832 | | | | - | | | | 5,847 | |
Merger related costs | | | 4,835 | | | | - | | | | - | | | | - | | | | 4,835 | |
Other operating expenses | | | 78,026 | | | | 13,309 | | | | 10,493 | | | | 4,318 | (17) | | | 106,146 | |
TOTAL NON-INTEREST EXPENSE | | | 271,771 | | | | 63,246 | | | | 50,851 | | | | 4,318 | | | | 390,186 | |
NET INCOME BEFORE INCOME TAXES | | | 150,907 | | | | 27,513 | | | | 28,669 | | | | 10,737 | | | | 217,826 | |
Provision for income taxes | | | 47,356 | | | | 9,809 | | | | 10,050 | | | | 4,212 | (18) | | | 71,427 | |
NET INCOME | | | 103,551 | | | | 17,704 | | | | 18,619 | | | | 6,525 | | | | 146,399 | |
Preferred stock dividends | | | 24 | | | | - | | | | 22 | | | | - | | | | 46 | |
NET INCOME AVAILABLE TO COMMON SHAREHOLDERS | | $ | 103,527 | | | $ | 17,704 | | | $ | 18,597 | | | $ | 6,525 | | | $ | 146,353 | |
BASIC EARNINGS PER SHARE | | $ | 3.29 | | | $ | 0.93 | | | $ | 2.40 | | | | | | | $ | 3.24 | |
DILUTED EARNINGS PER SHARE | | $ | 3.26 | | | $ | 0.92 | | | $ | 2.18 | | | | | | | $ | 3.22 | |
Average common shares outstanding | | | 31,446 | | | | | | | | | | | | 13,750 | (19) | | | 45,196 | |
Average diluted shares outstanding | | | 31,764 | | | | | | | | | | | | 13,750 | (19) | | | 45,514 | |
Notes to Pro Forma Combined Condensed Consolidated Financial Statements
Note 1. Basis of Presentation
The unaudited pro forma combined condensed consolidated financial statements and explanatory notes show the impact on the historical financial condition and results of operations of Simmons First National Corporation (“Simmons”) resulting from its acquisitions of Southwest Bancorp, Inc. (“OKSB”) and First Texas BHC, Inc. (“First Texas”) under the acquisition method of accounting. Under the acquisition method of accounting, the assets and liabilities of OKSB and First Texas are recorded by Simmons at their respective fair values as of the date the transaction is completed. The unaudited pro forma combined condensed consolidated balance sheets combine the historical financial information of Simmons, OKSB and First Texas as of September 30, 2017, and assume that the OKSB and First Texas acquisitions were completed on that date. The unaudited pro forma combined condensed consolidated statements of income for the nine-month period ended September 30, 2017, and for the year ended December 31, 2016, give effect to Simmons’ acquisitions of Hardeman County Investment Company, Inc. (“HCIC”), OKSB and First Texas as if the three transactions had been completed on January 1, 2016.
Since the transactions are recorded using the acquisition method of accounting, all loans are recorded at fair value, including adjustments for credit quality, and no allowance for credit losses is carried over to Simmons’ balance sheet. In addition, certain anticipated nonrecurring costs associated with the OKSB and First Texas acquisitions such as potential severance, professional fees, legal fees and conversion-related expenditures are not reflected in the pro forma statements of income and will be expensed as incurred.
While the recording of the acquired loans at their fair value will impact the prospective determination of the provision for credit losses and the allowance for credit losses, for purposes of the unaudited pro forma combined condensed consolidated statement of income for the nine-month period ended September 30, 2017 and for the year ended December 31, 2016, Simmons assumed no adjustments to the historical amount of OKSB’s and First Texas’ provision for credit losses. If such adjustments were estimated, there could be a significant change to the historical amounts of provision for credit losses presented.
The unaudited pro forma combined condensed consolidated statements of income are presented in two stages. The first stage presents the results of HCIC as combined with the historical results of Simmons and reflecting pro forma adjustments. The HCIC transaction closed effective May 15, 2017 and is not a significant acquisition under SEC rules and regulations and, while not required to be presented, is provided for information purposes only. The second stage presents the combined results of Simmons with HCIC, with the historical results and pro forma adjustments for OKSB and First Texas. These transactions combined are significant and were subject to shareholder approval. The OKSB and First Texas acquisitions were completed on October 19, 2017.
Note 2. Merger and Acquisition Integration Costs
The retail branch operations, commercial lending activities, mortgage banking operations, trust and investment services, along with all other operations of OKSB and First Texas will be integrated into Simmons Bank. The operation integration and the system conversion for First Texas are scheduled for the first quarter of 2018. The operation integration and the system conversion for OKSB are scheduled for the second quarter of 2018.
The specific details of the plan to integrate the operations of OKSB and First Texas will continue to be refined over the next several months, and will include assessing personnel, benefit plans, premises, equipment and service contracts to determine where we may take advantage of redundancies. Certain decisions arising from these assessments may involve involuntary termination of employees, vacating leased premises, changing information systems, canceling contracts with certain service providers, and selling or otherwise disposing of certain premises, furniture and equipment. Simmons also expects to incur merger-related costs including professional fees, legal fees, system conversion costs and costs related to communications with customers and others. To the extent there are costs associated with these actions, the costs will be recorded based on the nature of the cost and the timing of these integration actions.
Note 3. Estimated Annual Cost Savings
Simmons expects to realize cost savings and to generate revenue enhancements from the OKSB and First Texas acquisitions. Revenue enhancements are expected from an expansion of trust services, SBA lending activities, consumer finance products and credit card services to the larger footprint of Simmons. Cost savings for First Texas are projected at 32% of non-interest expense, and cost savings for OKSB are projected at 35% of non-interest expense. These cost savings and revenue enhancements are not reflected in the pro forma combined condensed consolidated financial statements and there can be no assurance they will be achieved in the amount or manner currently contemplated.
Note 4. Pro Forma Adjustments
The following pro forma adjustments have been reflected in the unaudited pro forma combined condensed consolidated financial statements presented for OKSB and First Texas. All adjustments are based on current assumptions and valuations, which are subject to change. Unless otherwise noted, all adjustments are based on assumptions and valuations as of the merger agreement dates for the respective pending acquisitions and are subject to change.
| (1) | Adjustment reflects the merger consideration expected to be paid for each acquisition. The merger consideration expected to be paid for the OKSB acquisition is $514.7 million, consisting of $419.8 million in Simmons common stock and $94.9 million in cash (based on Simmons’ closing common stock price of $57.90 per share on September 30, 2017, OKSB shares of common stock outstanding of 18,685,144 as of September 30, 2017, and the right to receive $5.08 and 0.3880 shares of Simmons common stock for each share of OKSB common stock, pursuant to the OKSB merger agreement). The merger consideration expected to be paid for First Texas is $446.4 million, consisting of $376.4 million in Simmons common stock and $70 million in cash (based on Simmons’ closing common stock price of $57.90 per share on September 30, 2017 and the right to receive 6,500,000 shares of Simmons common stock and $70 million, pursuant to the First Texas merger agreement). |
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| (2) | Adjustment represents the estimated seller-incurred merger expenses, which are expected to be paid immediately prior to the merger closing date, and the related tax benefit. Estimated seller-incurred merger expenses are $9.7 million for OKSB and the related tax benefit is $3.8 million. Estimated seller-incurred merger expenses are $9.8 million for First Texas and the related tax benefit is $3.8 million. |
Estimated Simmons’-incurred merger expenses primarily including severance, professional, legal and conversion related expenditures, are not reflected in the pro forma combined condensed consolidated balance sheet as these integrated costs will be expensed by Simmons as required by U.S. generally accepted accounting principles, or GAAP.
| (3) | Purchase accounting adjustment to eliminate each target’s allowance for loan losses, which cannot be carried over in accordance with GAAP. |
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| (4) | Adjustment reflects the necessary write down of the acquired loan portfolios, allocated to each target as described below. |
OKSB:The total adjustment of $43.1 million is comprised of approximately $6.7 million of non-accretable credit adjustments and approximately $38.6 million of accretable yield adjustments, net of the purchase accounting adjustment to eliminate $2.2 million existing credit mark.
First Texas: The total adjustment of $37.8 million is comprised entirely of accretable yield adjustments.
| (5) | Adjustment reflects the estimated fair value of acquired premises and equipment, including all branches, based on Simmons’ evaluation during due diligence. Adjustment is $5.5 million for OKSB and $10.1 million for First Texas. |
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| (6) | Adjustment reflects the estimated fair value of foreclosed assets acquired from OKSB. First Texas held no foreclosed assets as of September 30, 2017. |
| (7) | Adjustment represents the excess of the consideration paid over the fair value of net assets acquired, net of the reversal of OKSB’s and First Texas’ previously recorded goodwill of $13.5 million and $37.2 million, respectively. See Note (1) for additional information regarding how the pro forma purchase price was calculated. The reconciliation of the pro forma purchase price to goodwill recorded can be summarized as follows: |
| | OKSB | | | First Texas | |
Fair value of common shares issued | | | | | | $ | 419,766 | | | | | | | $ | 376,350 | |
Cash consideration | | | | | | | 94,921 | | | | | | | | 70,000 | |
Total pro forma purchase price | | | | | | $ | 514,687 | | | | | | | $ | 446,350 | |
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Fair value of assets acquired: | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 87,458 | | | | | | | $ | 128,287 | | | | | |
Investment securities | | | 379,835 | | | | | | | | 62,021 | | | | | |
Loans held for sale | | | 5,657 | | | | | | | | 3,345 | | | | | |
Net loans | | | 1,981,821 | | | | | | | | 2,224,073 | | | | | |
Bank premise and equipment | | | 26,792 | | | | | | | | 34,986 | | | | | |
OREO, net of valuation allowance | | | 5,157 | | | | | | | | - | | | | | |
Interest receivable | | | 7,072 | | | | | | | | 6,143 | | | | | |
Bank owned life insurance | | | 28,661 | | | | | | | | 7,181 | | | | | |
Core deposit intangible | | | 45,940 | | | | | | | | 7,654 | | | | | |
Other assets | | | 56,138 | | | | | | | | 29,224 | | | | | |
Total assets | | $ | 2,624,531 | | | | | | | $ | 2,502,914 | | | | | |
Fair value of liabilities assumed: | | | | | | | | | | | | | | | | |
Deposits | | $ | 2,045,295 | | | | | | | $ | 1,872,906 | | | | | |
Fed funds purchased and securities sold under agreements to repurchase | | | 10,448 | | | | | | | | 50,000 | | | | | |
Other borrowings | | | 203,000 | | | | | | | | 329,950 | | | | | |
Subordinated debentures | | | 45,000 | | | | | | | | 30,229 | | | | | |
Other liabilities | | | 19,281 | | | | | | | | 10,281 | | | | | |
Total liabilities | | $ | 2,323,024 | | | | | | | $ | 2,293,366 | | | | | |
Net assets acquired | | | | | | $ | 301,507 | | | | | | | $ | 209,548 | |
Preliminary pro forma goodwill | | | | | | $ | 213,180 | | | | | | | $ | 236,802 | |
| (8) | Purchase accounting adjustment to establish a core deposit intangible in recognition of the fair value of core deposits acquired. This intangible asset represents the value of the relationship that OKSB and First Texas has with their deposit customers as of the date of acquisition. The fair value was calculated using a discounted cash flow methodology that considered expected customer attrition rates, cost of the deposit base, and the net maintenance cost attributable to customer deposits. The total adjustment for OKSB of $40.2 million reflects a core deposit intangible asset of $42.1 million, net of the purchase accounting adjustment to eliminate $1.9 million existing core deposit intangible. The total adjustment for First Texas of $7.3 million is comprised entirely of the core deposit intangible asset. |
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| (9) | Adjustment represents the estimated current and deferred income tax assets and liabilities recorded to reflect the differences in the carrying values of the acquired assets and assumed liabilities for financial reporting purposes and the cost basis for federal and state income tax purposes at Simmons’ then-effective combined federal and state income tax rate of 39.225%. OKSB is estimated to have a net deferred tax asset adjustment of ($6.1) million. First Texas is estimated to have a net deferred tax asset adjustment of $4.1 million. |
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| (10) | Adjustment reflects the estimated fair value discount of OKSB’s and First Texas’ time deposits of $2.2 million and $283,000, respectively. These estimates are based on Simmons’ preliminary evaluation and are subject to revision as the goodwill evaluation period remains open. The fair value was estimated using a discounted cash flow methodology based on current market rates for similar remaining maturities. |
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| (11) | Adjustment reflects a $75.0 million line of credit obtained by Simmons to pay down $60.0 million in outstanding debt for First Texas. |
| (12) | Adjustment reflects the Company’s estimate of the fair value of a reserve for unfunded commitments not previously recorded by First Texas. No adjustment is necessary for OKSB as the Company determined the existence of an adequate reserve during due diligence. |
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| (13) | Purchase accounting adjustment to eliminate OKSB’s and First Texas’ previously existing equity accounts. |
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| (14) | Upon completion of the mergers, Simmons evaluated each acquired loan portfolio to determine the preliminary credit and interest rate fair value adjustments. The accretable portion of the fair value adjustment will be accreted into earnings using the level yield method over the remaining maturity of the underlying loans. This adjustment represents the Company’s best estimate of the expected accretion that would have been recorded in 2016 and the first nine months of 2017 assuming the mergers closed on January 1, 2016. The amount and timing of the estimated accretion of this purchase accounting adjustment are subject to revision as the goodwill evaluation period remains open. |
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| (15) | Adjustment reflects reversal of interest income on interest bearing balances due from banks for OKSB and First Texas due to consideration paid for each acquisition being derived from interest bearing balances due from banks. |
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| (16) | The pro forma adjustment to reflect the estimated fair value of time deposits of OKSB and First Texas based on current interest rates for comparable deposits will be amortized as an addition to the cost of such time deposits over an estimated life of one year and three years, respectively. |
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| (17) | The core deposit intangible for OKSB will be amortized over eleven years on a straight-line basis. The core deposit intangible for First Texas will be amortized over fifteen years on a straight-line basis. The annual amortization expense will be approximately $3.8 million and $489,000 for OKSB and First Texas, respectively. |
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| (18) | Reflects the tax impact of the pro forma acquisition adjustments at Simmons’ then-effective combined federal and state income tax rate of 39.225%. |
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| (19) | Pro forma weighted average common shares outstanding assumes 7,249,836 common shares issued for OKSB and 6,500,000 common shares issued for First Texas. |
| (a) | Simmons has evaluated the acquired portfolio to estimate the necessary credit and interest rate fair value adjustments. Subsequently, the accretable portion of the fair value adjustment will be accreted into earnings using the level yield method over the remaining maturity of the underlying loans. For purposes of the pro forma impact on the year ended December 31, 2016, the net discount accretion was calculated by summing monthly estimates of accretion/amortization on each loan portfolio, which was calculated based on the remaining maturity of each loan pool. The overall weighted average maturity of the loan portfolio is approximately 4.6 years. The 2016 pro forma accretion income projected for HCIC is $1.4 million. The estimated non-accretable yield portion of the net discount of approximately $956,000 will not be accreted into earnings. |
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| (b) | The core deposit intangible will be amortized over fifteen years on a straight-line basis. The annual amortization expense will be approximately $523,000. |
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| (c) | Reflects the tax impact of the pro forma acquisition adjustments at Simmons’ then-effective combined federal and state income tax rate of 39.225%. |
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| (d) | Pro forma weighted average common shares outstanding assumes the actual stock issued at the close of the HCIC merger on May 15, 2017 of 799,970 shares of common stock was outstanding for the full period presented. |