David Garner – EVP and IR Officer George Makris – Chairman and CEO Bob Fehlman – Simmons First National Corporation.

Matthew Olney – Stephens, Inc. Brian Zabora – Keefe, Bruyette & Woods, Inc..

Good day, ladies and gentlemen, and welcome to the Simmons First National Corporation Third Quarter Earnings Call and Webcast. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session and instructions will follow at that time.

[Operator Instructions] As a reminder, this conference call is being recorded. I'd now like to introduce your host for today's conference, David Garner. Please go ahead..

Good afternoon. I'm David Garner, Investor Relations Officer for Simmons First National Corporation. We want to welcome you to our third quarter earnings teleconference and webcast. Joining me today are George Makris, Chief Executive Officer; David Bartlett, Chief Banking Officer; and Bob Fehlman, Chief Financial Officer.

The purpose of this call is to discuss the information and data provided by the Company in our quarterly earnings release issued this morning. We will begin our discussion with prepared comments and then we will entertain questions.

We have invited institutional investors and analyst from the investment firms that provide research on our Company to participate in the question-and-answer session while other guests in this conference call are in a listen-only mode.

I would remind you the special cautionary notice regarding forward-looking statements and that certain matters discussed in this presentation may constitute forward-looking statements and may involve certain known, unknown risk, uncertainties and other factors, which may cause actual results to be materially different from our current expectations, performance or achievements.

Additional information concerning these factors can be found in the closing paragraphs of our press release and in our Form 10-K. With that said, I'll turn the call over to George Makris..

Thank you, David; and welcome, everyone, to our third quarter conference call. In our press release issued earlier today, we reported record quarterly core earnings and core EPS. Third quarter core earnings were $10.7 million, an increase of 42.3%, compared to the same quarter last year.

Diluted core EPS was $0.63 per share, a 40% increase quarter-over-quarter. Core earnings exclude $1.9 million in net after-tax expenses. Let me give you an overview of the non-core items from the third quarter.

We completed our previously announced acquisition of Delta Trust & Bank on August 31 and recognized $2.2 million in after-tax merger-related expenses during the quarter.

Additionally, we had net after-tax gains of $520,000 related to the sale of previously closed branches, which were offset somewhat by $84,000 in after-tax expenses related to maintaining the properties. These branches closed during the first quarter related to the integration of Metropolitan National Bank into Simmons Bank.

We also incurred $119,000 in after-tax charter consolidation costs during the quarter. Including these non-core items, net income for the third quarter was $8.8 million or $0.52 diluted EPS, compared to $6.9 million or $0.43 diluted EPS or a 20.9% increase over the same period last year.

Year-to-date core earnings were $27.3 million and diluted core EPS was $1.65 per share, compared to $19.9 million and $1.21 last year. On September 30, total assets were $4.7 billion. The combined loan portfolio was $2.7 billion and stockholders' equity was $483 million.

Net interest income for Q3 was $41.8 million, an increase of $10.2 million or 32.3%, compared to Q3 of 2013. This increase was driven by growth in our legacy loan portfolio and earning assets acquired through the Metropolitan and Delta Trust transactions. Net interest margin for the quarter was 4.41%.

Normalized for the equitable yield adjustment impact, net interest margin was 3.86%, compared to 3.74% in Q2 of this year. As discussed in previous conference calls, interest income on acquired loans includes additional yield accretion recognized as a result of updated estimates of the fair value of the loan pools acquired in our FDIC acquisitions.

In Q3, actual cash flows from our acquired loan portfolio exceeded our prior estimates. As a result, we recorded a $5 million credit mark accretion to interest income. This was $969,000 incremental increase in accretion from the same quarter last year. Total accretable yield recognized during the third quarter was $8.5 million.

Non-interest income for Q3 was $16 million, an increase of $5.7 million or 55.5% compared to the same period last year. The increase was primarily driven by additional trust income, service charge and fee income, and mortgage lending income resulting from our Metropolitan and Delta Trust acquisitions.

There were a few additional third quarter non-interest income items I would like to discuss. As I previously mentioned, we recognized $856,000 in pre-tax gains from the sale of branches that were closed as part of our Metropolitan integration.

We also recognized gains of $762,000 from the recovery of Metropolitan loans that were charged off prior to our acquisition and other income of $119,000 from natural gas royalty payments on some OREO property. Pre-tax non-interest expense for Q3 was $44.4 million, an increase of $13.5 million compared to the same period in 2013.

Included in Q3 non-interest expense were the following major items. Merger-related expenses increased by $3.4 million from last year. Pre-tax branch rightsizing expense associated with the maintenance of branches previously closed and held for sale decreased by $382,000 from last year.

During August, we consolidated our 3 remaining subsidiary banks into Simmons First National Bank and recorded $196,000 of charter consolidation costs mostly related to systems conversion.

An increase in OREO expense of $1.5 million resulting from the write-down of OREO properties based on updated appraisals and from property taxes on acquired OREO, increased legal fees on acquired assets of $251,000 and fees to consultants for efficiency analysis, peer benchmarking, and compensation and incentive plan reviews of $299,000.

The remainder of the increase in non-interest expense is primarily due to incremental operating expenses of the acquired Metropolitan and Delta locations. Our combined loan portfolio was $2.8 billion, an increase of $799 million or 40.8% compared to the same period a year ago.

On a quarter-over-quarter basis, acquired loans increased by $577 million, net of discounts, while our legacy loans increased $222 million or 12.8%.

The legacy loan growth was driven by a $143 million increase in real estate loans and a $104 million increase in commercial loans, partially offset by a $26 million decrease in consumer and other loans from the sale of our student loan portfolio earlier this year.

When we make a credit decision on an acquired non-covered loan, the outstanding balance migrates from acquired loans to legacy loans. Our Q3 quarter-over-quarter legacy loan growth included $54.4 million in balances that migrated over the past year.

Excluding the acquired loan migration, legacy loans increased by $168 million or 9.6% from the same period last year. We're still encouraged by the continued growth in our legacy loan portfolio during the third quarter.

The near double-digit organic growth represents a significant improvement over the last 3 years and Q3 marks the 8h consecutive quarter of legacy loan growth on a quarter-over-quarter basis. We continue to have good asset quality. As a reminder, acquired assets were recorded at their discounted net present value.

Additionally, acquired assets covered by FDIC loss sharing agreements are provided 80% protection against possible losses by the FDIC loss share indemnification. Therefore, all acquired assets are excluded from the computations of asset quality ratios for our legacy loan portfolio.

It's important to remember that the acquired non-covered loans are protected by our credit mark and the acquired covered loans are protected by our credit mark and 80% loss coverage by the FDIC. At September 30, 2014, the allowance for loan losses to $27.1 million and the loan credit mark was $93.9 million for a total of $121 million of coverage.

This equates to total coverage ratio of 4.2% of gross loans. The allowance for loan losses equaled 1.38% of total loans and approximately 227% of non-performing loans. Non-performing loans as a percent of total loans were 61 basis points. At September 30, non-performing assets were $62.8 million, a decrease of $1.9 million from the prior quarter.

The year-to-date annualized net charge-off ratio was 29 basis points. Excluding credit cards, the year-to-date annualized net charge-off ratio was 19 basis points. Our credit card portfolio continues to compare very favorably to the industry. Our year-to-date annualized net credit card charge-off to loans was only 1.22% through the third quarter.

Our loss ratio continues to be more than 200 basis points below the Federal Reserve's most recently published credit card charge-off industry average of 3.45%. During the quarter, we completed our previously announced charter consolidation by merging our 3 remaining subsidiary banks into Simmons First National Bank.

During August, we completed the Delta Trust & Bank acquisition. The systems conversion and merger of Delta into the lead bank is scheduled for tomorrow, October 24. Regarding the Community First and Liberty acquisitions, the regulatory applications have been filed and shareholder meetings have been scheduled for November 18.

After shareholder and Federal Reserve approval, we will be prepared to close on these acquisitions. In closing, we remind our listeners that Simmons First experienced its seasonality in our quarterly earnings due to our agro lending and credit card portfolio. Quarterly estimates should always reflect this seasonality.

This concludes our prepared comments and we would like to now open the phone lines for questions from our analysts and institutional investors. Let me ask the operator to come back on the line and once again explain how to queue in for questions..

[Operator Instructions] Our first question comes from the line of Matthew Olney with Stephens. Your line is open. .

Hey, guys, good afternoon. .

Hi, Matt..

Hi, Matt..

Hey, I wanted to first get an update on those pending deals that you mentioned, George.

How are those deals tracking more recently and what kind of confidence level do you have that these deals will close in the fourth quarter?.

Matt, we're still awaiting on Fed approval. As you probably know, we received a public comment on the afternoon of the 30th day of the initial public comment period, which we felt like we addressed very appropriately with the Federal Reserve. So they have all our response to that public comment.

We've not heard anything back from the Fed in about 30 days. So, we believe that they are considering that response right now. We are very confident that we'll get approval and we certainly hope it comes before our shareholder meeting that we have scheduled on November 18. We're sort of at their mercy at this point..

And that November 18 day, that's to approve both deals.

Is that correct?.

That's correct and we will go ahead with or without Fed approval..

Okay. And then, there were a few unusual items that you mentioned in the prepared remarks. I didn't quite get those down, George, I'm sorry. I think there was a recovery of $762,000 from loans that were charged off in Metropolitan.

Where did those come into and do you think we could see more of this in the future?.

Yes. As that loan was charged off on Metropolitan's books before we acquired Metropolitan, so it didn't have the mark from us. It was a pure recovery and we're optimistic, we still have quite a few non-performing classified assets as a result of our purchase of Metropolitan, particularly in the area of OREO.

We're still optimistic that we'll have some recoveries associated with that. We certainly have some good people in-house working on that. Most of it is up in Northwest Arkansas and that market has recovered pretty nicely. But it's a little slow.

So we're going to be patient and see if we can't manage those properties and have some other future recoveries. So we're optimistic about that. We think that our marks against what's on our books were very adequate..

And George, there was also I believe a gain from you mentioned natural gas royalty payments.

So how much was that gain and what was the background on that?.

It was $119,000 and it's on a piece of OREO. So we don't expect that to be ongoing. We certainly would like to unload that piece of property. But I think those royalties certainly enhance the value of that. So we'll keep that in mind as we market that property..

Sure. And more bigger picture, George, seasonality is something that's been very relevant for Simmons for a number of years now, from some of the legacy businesses, but the Company now has diversified through acquisitions.

Any update or any kind of new thoughts on seasonality in terms of how much the impact that's going to have going forward or if that impact is going to change from quarter to quarter?.

The larger we get, the less of an impact that seasonality is going to have. That seasonality principally comes from our agro lending, crop production lending, and our credit card portfolio that as you can imagine reaches its peak around Christmas time and then pays off during the first quarter.

So first quarter, because of those 2 portfolios, is our lowest revenue quarter, with third quarter being the highest, because that's the peak agro lending. And then, the fourth quarter will kicking in with the peak credit card portfolio. Those 2 combined are about $330 million, $340 million.

Now, they don't go to zero, but they go down to $250 million..

Yes..

Something like that. So as we get bigger and the acquired banks don't have those seasonal portfolios, the effect of what we have currently is going to be less. There will still be some effect, but it won't be as substantial as it is today..

Okay, guys. Thanks for the update..

Thanks, Matt..

Thanks, Matt..

Our next question comes from the line of David Caesar with Raymond James. Your line is open. .

Hey, afternoon, guys..

Good afternoon..

Good afternoon..

Kind of going along with the seasonality question, we've heard several of your peers talk about a strong start to the fourth quarter as it relates to the mortgage business given low rates despite the fourth quarter being a typically seasonally weak quarter, how do you think about your mortgage business as we head into the fourth quarter into 2015?.

Well, September was the first month this year that we actually surpassed our budget mortgage revenues. So I would agree with our peers that the mortgage business is picking up. It's already driven very few refinances at this point. So we're optimistic about fourth quarter revenue in the mortgage business..

Okay. Now, on efficiency, last time we spoke, you mentioned that there were some low-hanging fruit for you. You guys have done a very nice job so far of improving your efficiency ratio.

Could you give us your thoughts on where you could get in the next year or so?.

Well, yes, I can tell you what our target is. We would like to be at a run rate in the 63% range by the end of 2015. Now, that doesn't mean in 2015, as you look at our annual numbers, you're going to see a 63% efficiency ratio, because we're going to convert Liberty Bank in April and First State Bank in September.

So we won't see most of those cost saves until after those conversion timelines, but by the fourth quarter of 2015, we expect to be at a run rate of about 63% from our efficiency ratio, which output us right in line with our peer group as it stands today..

Yes, I'd also tell you, for Q3, our core efficiency ratio was 65%, that will be the most favorable of the year in this quarter because of seasonality, as we talked about, but 65% for this quarter is where we are before we get to a lot of those cost saves..

Okay, that's helpful. Last question from me. Your net interest margin was better than we expected this quarter and you've got a lot of noise going forward given the 2 deals closed in and accretion from the FDIC-assisted deals.

Could you give us some thoughts on where you expect your net interest margin to be going forward?.

I'll certainly be glad to. If we continue the loan growth that we've had in double digits, I would expect that margin to stay where it is or maybe go north just a little bit. Our margin was enhanced because our loans grew and our overnight money dropped. So just replacing 25 basis points with 3.5% to 5% loans took care of that.

So as long as that trend continues, our margin will continue to improve. I don't see going south. Well, I don't think our customers are going to pay us the holder deposits. So that would really be the next step..

Okay, that's helpful. Thanks a lot, guys..

Sure..

[Operator Instructions] Our next question comes from the line of Brian Zabora, KBW. Your line is open. .

Thanks, good afternoon, guys..

Hi, Brian..

Hi, Brian..

A question first on the FDIC accretion. You indicated in the press release that you expect to get a benefit of about $0.7 million during the remainder of 2014.

Do you have any thoughts on the potential benefit for 2015?.

We're still recasting those numbers and I'll tell you those numbers are going to change a lot as we go through the balance of this year and other deals coming on. But a lot of the indemnification answer, as you know, that's being written off against non-interest income.

A good piece of that will go away in 2015, as 2 of our deals come to the end of their term of the loss share, just a ballpark. I mean this is just kind of a ballpark number is $2 million is what we had estimated a net benefit for 2015. Again, there is a lot of estimates and recasting to go on by year-end, but that would be our best guess right now..

Sure, understandable. Thank you. And then, on the other real estate owned expenses in the quarter, you mentioned taxes as being an impact.

Is this something kind of seasonality that you saw or I know the dollar amount really wasn't that much of an increase given the size of the OREO, but just your thoughts on how much of that was seasonality that we might see next third quarter and how much of it maybe was 1 time and maybe fourth quarter we see a decline?.

Well, a lot of that had to do with the Metropolitan OREO that wasn't on our books. Last year, and that's a substantial number, $50 million, $60 million, something in that range. So as long as we maintain OREO at that level, you're going to continue to see those kinds of expenses.

We're committed to reduce that OREO, so those expenses are to go down proportionally. But it's not going to be a seasonality issue. We're accruing those expenses as we go along during the year. It was just compared, Brian, to this quarter last year..

Right. And then, just lastly, there is a sequential quarter decline in the service charges.

Did you change any pricing or just any detail around that change?.

I really think June was more of an anomaly as it was up to $6.8 million in there. I think the $6.2 million in this quarter was more of a run rate. We can't tie specifically to any specific item that was rate changes or so forth, but it's not –1 I'd tell you we're more on line this quarter than we were in June 30, that was a high quarter in June..

And Brian, it doesn't relate to lost accounts, we're still extremely pleased with our retention rates of the Metropolitan customers and we expect that same track record with our Delta customers, they just will come on board this weekend through the conversion.

So as Bob said, we believe June was the outlier in not necessarily the third quarter numbers..

Okay, great. Well, thanks for taking my question..

Sure, thank you. .

[Operator Instructions] And I'm not showing any further questions at this time. I'd like to turn the call back over for closing remarks to George..

Okay. Well, I'd like to thank all of you called in this afternoon for joining us and have a great day and we'll talk to you in 3 months..

Ladies and gentlemen, thank you for participating in today's conference. This does conclude the program and you may now disconnect. Everyone, have a good day..