UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Exchange Act of 1934
Date
of
Report (Date of earliest event reported) April 20, 2006
SIMMONS
FIRST NATIONAL CORPORATION
(Exact
name of registrant as specified in its charter)
Arkansas
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0-6253
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71-0407808
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(State
or other jurisdiction
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(Commission
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(I.R.S.
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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501
Main Street, Pine Bluff, Arkansas
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71601
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(Address
of principal executive offices)
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(Zip
Code)
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(870)
541-1000
(Registrant's
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report.)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
[
] |
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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[
] |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
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[
] |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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[
] |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c)) |
EXPLANATORY
NOTE
This
Form
8-K/A amends and supplements the disclosure of the transcript from its
conference call contained in the Current Report on Form 8-K of Simmons First
National Corporation, dated April 20, 2006 and filed with the Securities
and
Exchange Commission on April 21, 2006. During the question and answer session
of
its conference call, management made several comments in response to questions,
several of which may not have been disclosed in previous filings.
ITEM:
2.02
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RESULTS
OF OPERATIONS AND FINANCIAL
CONDITION
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The
following text is the script used by J. Thomas May, Chairman and Chief Executive
Officer, David L. Bartlett, President and Chief Operating Officer and Robert
A.
Fehlman, Executive Vice President and Chief Financial Officer, of Simmons
First
National Corporation during the Company’s First Quarter Earnings Release
Conference Call held at 3:00 P.M. Central Time on April 20, 2006.
Good
afternoon, I am Bob Fehlman, Chief Financial Officer of Simmons First National
Corporation, and we want to welcome you to our first quarter earnings
teleconference and web cast. Here with me today is Tommy May, our Chief
Executive Officer, and David Bartlett, our Chief Operating Officer.
The
purpose of this call is to discuss the information and data provided by the
Company in our regular quarterly earnings release issued this morning. We
will
begin our discussion with prepared comments, and then we will entertain
questions. We have invited the analysts from the investment firms that provide
research on our Company to participate in the question and answer session.
Our
other guests in this conference call are in a listen-only mode.
Our
earnings release has been filed on Form 8-K and is also located at
simmonsfirst.com in the Investor Relations earnings release section of our
website.
I
would
remind you of 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 and unknown risks,
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 will turn the call over to Tommy May.
Thank
you
Bob, and welcome everyone to our first quarter conference call. In our press
release issued earlier today, Simmons First National Corporation reported
first
quarter 2006 earnings of $6.0 million, or $0.41 diluted EPS. This
represents a 2.5% increase over the same period last year.
Given
the
current interest rate environment, we are relatively pleased with the Company’s
performance for the first quarter. While earnings increased modestly over
the
same period last year, we did report record first quarter earnings, solid
loan
growth, and a reduced provision for loan losses resulting from the improvements
in asset quality. Also, non-interest expense increased only moderately through
disciplined expense control, even with the full impact of adding six new
financial centers since the first quarter of 2005.
On
a
quarter over quarter basis, the Company’s net interest margin decreased 12 basis
points to 4.05%. While we anticipated some margin compression, the 12 basis
points were certainly more than expected. This decrease in the net interest
margin can be attributed to the increase in the cost of funds resulting from
deposit repricing, coupled with the effect of the flat yield curve. We expect
to
see continuing competitive pressure in deposit repricing in the short term,
and
we anticipate slight margin compression for the balance of 2006.
Non-interest
income for Q1 2006 was $10.6 million, compared to $10.1 million for the
same period last year, a 5.4% increase. Service charges on deposit accounts
increased $349,000, or 10.2% over the same period last year. This increase
can
be primarily attributed to normal growth in transaction accounts and
improvements in the fee structure associated with our deposit accounts. Also,
as
discussed in our previous earnings teleconferences, we invested $25 million
in
Bank Owned Life Insurance in April 2005. For Q1 2006, this investment
contributed approximately $214,000 on an after-tax basis to non-interest
income.
In
Q1
2005, due to our long-term membership in Pulse EFT, a regional ATM switching
network, the Company received a one-time $250,000 distribution as a part
of the
proceeds when Pulse merged with Discover Financial Services. Excluding this
one-time gain, Q1 2006 non-interest income increased by 8.1% over the same
period in 2005.
Non-interest
expense for the first quarter was $22.1 million, an increase of $710,000,
or
3.3% from the same period in 2005. Included in Q1 2006 are the expenses
associated with the Company’s six new financial centers that were opened since
the first quarter of 2005. Normalizing for the expansion expenses, non-interest
expense on a quarter over quarter basis increased only 1.4%. Later in this
discussion, we will give you an update on our expansion progress.
Now,
let
me move to our loan portfolio. As of March 31, 2006, we reported total loans
of
$1.7 billion, an increase of $105 million, or 6.6%, from the same period a
year ago. The growth was primarily attributable to increased demand experienced
in the commercial and real estate loan portfolios. However, as we have discussed
in our last several teleconferences, we continue to experience significant
competitive pressure from the credit card industry.
Over
the
previous three years, our credit card portfolio has decreased by approximately
$10 to $12 million each year. As noted in previous conference calls, in order
to
reverse this trend, we have introduced several new initiatives to make our
product more competitive.
We
are
somewhat pleased with the response to our retention strategy of moving as
many
qualifying accounts as possible from our standard VISA product to our Platinum
VISA Rewards product. Remembering, it is our standard VISA product that has
been
primarily impacted by the competitive teaser rates. We have converted
approximately 15,000 accounts, or 50% of those targeted, to our Platinum
card,
which is one of the most competitive products on the market. As a result
of this
conversion process, we have been able to reduce the number of closed
accounts.
While
we
believe our initiatives have resulted in a slowing in the number of accounts
closed, the average outstanding balance per account has decreased. The decrease
in outstanding balance per account appears to be an industry-wide challenge
attributable to home equity borrowings and, according to a recent national
article, an increase in the use of multiple accounts per borrower. This trend
has resulted in a continued decline in our outstanding credit card portfolio
on
a quarter over quarter basis.
As
a
continuation of our efforts to stabilize our credit card portfolio, we are
introducing an additional initiative in the second quarter. This new initiative
will be a fixed rate card with no fees and no frills, and will have one of
the
best interest rates in America. We believe this card compliments both our
Platinum Rewards product, which is one of the best reward-based cards in
the
country, and our Classic VISA product. We will update you on the status of
this
new initiative in subsequent teleconferences.
Moving
to
another loan related topic, we are extremely pleased with the continuing
positive trend in our asset quality. On a quarter over quarter basis,
non-performing assets decreased $3.1 million, a 24% decrease, even as total
loans were increasing by 6.6%. The non-performing asset ratio improved from
83
basis points to 58 basis points, a 25 basis point improvement. The allowance
for
loan losses improved to 314% of non-performing loans as of March 31, 2006
compared to 223% for the previous year. Non-performing loans to total loans
improved to 52 basis points from 75 basis points a year ago. At quarter end,
the
allowance for loan losses equaled 1.56% of total loans.
The
annualized net charge-off ratio for Q1 2006 was 15 basis points. Excluding
credit cards, the annualized net charge-off ratio was 7 basis points. For
the
first quarter of 2006, the credit card net charge-offs as a percent of the
credit card portfolio was 1.07%, more than 400 basis points below the industry
average. As you know, credit card charge-offs in Q4 2005 were accelerated
due to
the new bankruptcy law that went into effect in October. While bankruptcy
filings have declined significantly from fourth quarter highs, we do not
expect
that the first quarter results will be maintained throughout the year. However,
we are cautiously optimistic that it will take several months for credit
card
charge-offs to return to a normalized level of approximately 2.50%.
As
a
result of the asset quality reflected in the numbers we have already discussed,
the provision for loan losses was reduced by approximately $500,000 on a
quarter
over quarter basis.
The
Company’s stock repurchase program authorizes the repurchase of up to 5% of the
outstanding common stock, or approximately 730,000 shares. During Q1 2006,
the
Company repurchased approximately 90,000 shares with a weighted average
repurchase price of $28.12 per share. There are approximately 455,000 shares
remaining under the current repurchase plan.
Finally,
let me update you on our de novo branch expansion plans. You will recall
that
our current expansion focus is on the growth markets of Arkansas. This past
year
we opened five new financial centers and relocated another. In 2006, our
plans
call for opening six new financial centers, primarily in growth markets of
Arkansas. In March, the first of those locations was opened in the Heights
area
of Little Rock, bringing our total to ten financial centers in the Little
Rock
MSA. Additional locations are expected with further expansion into El Dorado
and
our initial entry into North Little Rock, Paragould, and Beebe. We have also
acquired land for a new financial center in White Hall and a new headquarters
facility for our Northwest Arkansas affiliate, to be completed in
2007.
Because
most of these financial centers are located in growth markets of Arkansas,
we
are excited about the opportunities they bring in the long term. However,
it
should be noted that the short term impact of our de novo financial expansion
will result in an increase in our non-interest expense and the projected
impact
on EPS will be between $0.06 and $0.08 for 2006. As expected, financial centers
opened during 2005 and in the first quarter of 2006 negatively impacted Q1
2006
EPS by $0.02. We expect these financial centers to reach a break-even level
in
18 to 24 months.
We
remind
our listeners that Simmons First experiences seasonality in our quarterly
earnings due to our agricultural lending and credit card portfolios and
quarterly estimates should always reflect this seasonality.
This
concludes our prepared comments and we would like to now open the phone line
for
questions from our analysts. Let me ask Michelle to come back on the line
and,
once again, explain how to queue in for questions.
During
the
question and answer session, management made several comments in response
to
questions, several of which may not have been disclosed in previous
filings.
The
first
question related to deposit competition and its effect on the margin. Management
responded that of the 12 basis point quarter over quarter decrease in margin,
4
to 5 points were related to the decrease in the credit card portfolio. The
remainder of the margin decrease was due to competitive deposit pricing,
especially in the growth markets of Northwest, Central and Northeast
Arkansas.
The
next
question related to the non-interest expense impact of new financial centers.
The Company responded that approximately $400,000 of non-interest expense
in the
first quarter was related to the financial centers opened in 2005 and the
first
quarter of 2006.
The
next
question related to the extremely low credit card charge offs for the quarter.
Management reiterated that there were accelerated bankruptcy filings the
last
four months of 2005 due to a change in bankruptcy laws, which, when coupled
with
its extremely good asset quality in the credit card portfolio, resulted in
the
low charge offs.
The
next
set of questions related to the Company’s announcement at its annual meeting of
plans to expand outside of Arkansas. Management stated that the Company had
been
successful in its strategy to diversify geographically within Arkansas through
mergers and acquisitions over the past ten years. The Company now has the
capacity and infrastructure to support internal growth within the state,
and
also believes that it is positioned to go beyond the borders of Arkansas
into
contiguous states. The Company is in the early stages of identifying potential
growth markets in Tennessee, Missouri, Oklahoma and Texas. The next step
would
be to identify potential partners with similar culture, probably in the $200
million $400 million dollar asset range. The Company stated that it will
continue its conservative practices during this new M&A phase, and
identified its expansion into contiguous states as a slow growth strategy,
with
little probability of any out-of-state acquisition in 2006.
In
response to a question about the seasonality of its earnings by quarter,
management confirmed that its first quarter earnings are historically the
Company’s lowest due to the seasonality of its loan portfolio.
SIGNATURE
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, hereunto
duly authorized.
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SIMMONS
FIRST NATIONAL CORPORATION
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Date:
April 25, 2006 |
/s/
Robert A.
Fehlman
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Robert
A. Fehlman, Executive Vice President |
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and
Chief Financial Officer
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