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Note 2 - Acquisitions | 12 Months Ended
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Dec. 31, 2017
Notes to Financial Statements |
Mergers, Acquisitions and Dispositions Disclosures [Text Block] | 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. The Company issued 14,488,604 shares of its common stock valued at approximately $431.4 million as of October 19, 2017, plus $95.0 million in cash in exchange for all outstanding shares of OKSB common stock. Prior to 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 of the acquisition method 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 systems conversion is planned to occur during May 2018, at which time the subsidiary bank will be merged into Simmons Bank. Goodwill of $228.9 million was recorded as a result of the transaction. The acquisition allowed us to enter the Texas, Oklahoma, and Colorado banking markets and it also strengthened our Kansas franchise and our 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 the assets acquired and liabilities assumed in the OKSB transaction, 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 |  |  |  | (8,929 | ) |  |  | 24,526 |
Total assets acquired |  | $ | 2,686,489 |  |  | $ | 4,638 |  |  | $ | 2,691,127 |
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 |  |  |  |  |  |  |  |  |  |  | 297,319 |
Purchase price |  |  |  |  |  |  |  |  |  |  | 526,251 |
Goodwill |  |  |  |  |  |  |  |  |  | $ | 228,932 |
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 2017 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 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 First Texas into Simmons Bank in February 2018. Goodwill of $238.0 million was recorded as a result of the transaction. The acquisition allowed us to enter the Texas banking markets and it also strengthened our 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 |  |  |  | 12,703 |  |  |  | 30,966 |
Total assets acquired |  | $ | 2,453,283 |  |  | $ | (24,839 | ) |  | $ | 2,428,444 |
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 |  |  |  | (811 | ) |  |  | 29,512 |
Accrued interest and other liabilities |  |  | 11,727 |  |  |  | 1,463 |  |  |  | 13,190 |
Total liabilities assumed |  |  | 2,208,991 |  |  |  | 369 |  |  |  | 2,209,360 |
Equity |  |  | 244,292 |  |  |  | (244,292 | ) |  |  | -- |
Total equity assumed |  |  | 244,292 |  |  |  | (244,292 | ) |  |  | -- |
Total liabilities and equity assumed |  | $ | 2,453,283 |  |  | $ | (243,923 | ) |  | $ | 2,209,360 |
Net assets acquired |  |  |  |  |  |  |  |  |  |  | 219,084 |
Purchase price |  |  |  |  |  |  |  |  |  |  | 457,103 |
Goodwill |  |  |  |  |  |  |  |  |  | $ | 238,019 |
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 2017 include the operating results of the acquired assets and assumed liabilities of First Texas subsequent to 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 noninterest 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 Hardeman 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 |
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 2017 include the operating results of the acquired assets and assumed liabilities of Hardeman subsequent to the acquisition date. Citizens National Bank On September 9, 2016, the Company completed the acquisition of Citizens National Bank (“Citizens”), headquartered in Athens, Tennessee. The Company issued 1,671,482 shares of its common stock valued at approximately $41.3 million as of September 9, 2016, plus $35.0 million in cash in exchange for all outstanding shares of Citizens common stock. Prior to the acquisition, Citizens conducted banking business from 9 branches located in east Tennessee. Including the effects of the acquisition method accounting adjustments, the Company acquired approximately $585.1 million in assets, including approximately $340.9 million in loans (inclusive of loan discounts) and approximately $509.9 million in deposits. The Company completed the systems conversion and merged Citizens into Simmons Bank in October 2016. Goodwill of $23.4 million was recorded as a result of the transaction. The merger strengthened the Company’s position in the east Tennessee market and the Company is 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 be deductible for tax purposes. A summary, at fair value, of the assets acquired and liabilities assumed in the Citizens transaction, as of the acquisition date, is as follows:
(In thousands) |  | Acquired from Citizens |  | Fair Value Adjustments |  | Fair Value
Assets Acquired |  |  |  |  |  |  |  |  |  |  |  |
Cash and due from banks |  | $ | 131,467 |  |  | $ | (351 | ) |  | $ | 131,116 |
Federal funds sold |  |  | 10,000 |  |  |  | -- |  |  |  | 10,000 |
Investment securities |  |  | 61,987 |  |  |  | 1 |  |  |  | 61,988 |
Loans acquired |  |  | 350,361 |  |  |  | (9,511 | ) |  |  | 340,850 |
Allowance for loan losses |  |  | (4,313 | ) |  |  | 4,313 |  |  |  | -- |
Foreclosed assets |  |  | 4,960 |  |  |  | (1,518 | ) |  |  | 3,442 |
Premises and equipment |  |  | 6,746 |  |  |  | 1,339 |  |  |  | 8,085 |
Bank owned life insurance |  |  | 6,632 |  |  |  | -- |  |  |  | 6,632 |
Core deposit intangible |  |  | -- |  |  |  | 5,075 |  |  |  | 5,075 |
Other intangibles |  |  | -- |  |  |  | 591 |  |  |  | 591 |
Other assets |  |  | 17,364 |  |  |  | 6 |  |  |  | 17,370 |
Total assets acquired |  | $ | 585,204 |  |  | $ | (55 | ) |  | $ | 585,149 |
Liabilities Assumed |  |  |  |  |  |  |  |  |  |  |  |
Deposits: |  |  |  |  |  |  |  |  |  |  |  |
Non-interest bearing transaction accounts |  | $ | 109,281 |  |  | $ | -- |  |  | $ | 109,281 |
Interest bearing transaction accounts and savings deposits |  |  | 204,912 |  |  |  | -- |  |  |  | 204,912 |
Time deposits |  |  | 195,664 |  |  |  | -- |  |  |  | 195,664 |
Total deposits |  |  | 509,857 |  |  |  | -- |  |  |  | 509,857 |
Securities sold under agreement to repurchase |  |  | 13,233 |  |  |  | -- |  |  |  | 13,233 |
FHLB borrowings |  |  | 4,000 |  |  |  | 47 |  |  |  | 4,047 |
Accrued interest and other liabilities |  |  | 3,558 |  |  |  | 1,530 |  |  |  | 5,088 |
Total liabilities assumed |  |  | 530,648 |  |  |  | 1,577 |  |  |  | 532,225 |
Equity |  |  | 54,556 |  |  |  | (54,556 | ) |  |  | -- |
Total equity assumed |  |  | 54,556 |  |  |  | (54,556 | ) |  |  | -- |
Total liabilities and equity assumed |  | $ | 585,204 |  |  | $ | (52,979 | ) |  | $ | 532,225 |
Net assets acquired |  |  |  |  |  |  |  |  |  |  | 52,924 |
Purchase price |  |  |  |  |  |  |  |  |  |  | 76,300 |
Goodwill |  |  |  |  |  |  |  |  |  | $ | 23,376 |
During 2017, the Company finalized its analysis of the loans acquired along with the other acquired assets and assumed liabilities in this transaction. The Company’s operating results for 2017 and 2016 include the operating results of the acquired assets and assumed liabilities of Citizens subsequent to the acquisition date. Liberty Bancshares, Inc. On February 27, 2015, the Company completed the acquisition of Liberty Bancshares, Inc. (“Liberty”), headquartered in Springfield, Missouri, including its wholly-owned bank subsidiary Liberty Bank (“LB”). The Company issued 10,362,674 shares of its common stock valued at approximately $212.2 million as of February 27, 2015 in exchange for all outstanding shares of Liberty common stock. Prior to the acquisition, Liberty conducted banking business from 24 branches located in southwest Missouri. Including the effects of the acquisition method accounting adjustments, the Company acquired approximately $1.1 billion in assets, including approximately $780.7 million in loans (inclusive of loan discounts) and approximately $874.7 million in deposits. The Company completed the systems conversion and merged LB into Simmons Bank in April 2015. Goodwill of $95.2 million was recorded as a result of the transaction. The merger strengthened the Company’s position in the southwest Missouri market and the Company is able to achieve cost savings by integrating the two companies and combining accounting, data processing, and other administrative functions all of which give 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 Liberty transaction, as of the acquisition date, is as follows:
(In thousands) |  | Acquired from Liberty |  | Fair Value Adjustments |  | Fair Value
Assets Acquired |  |  |  |  |  |  |  |  |  |  |  |
Cash and due from banks, including time deposits |  | $ | 102,637 |  |  | $ | (14 | ) |  | $ | 102,623 |
Federal funds sold |  |  | 7,060 |  |  |  | -- |  |  |  | 7,060 |
Investment securities |  |  | 99,123 |  |  |  | (335 | ) |  |  | 98,788 |
Loans acquired, not covered by FDIC loss share |  |  | 790,493 |  |  |  | (9,835 | ) |  |  | 780,658 |
Allowance for loan losses |  |  | (10,422 | ) |  |  | 10,422 |  |  |  | -- |
Premises and equipment |  |  | 34,239 |  |  |  | (3,215 | ) |  |  | 31,024 |
Bank owned life insurance |  |  | 16,972 |  |  |  | -- |  |  |  | 16,972 |
Core deposit intangible |  |  | 699 |  |  |  | 13,857 |  |  |  | 14,556 |
Other intangibles |  |  | 3,063 |  |  |  | (3,063 | ) |  |  | -- |
Other assets |  |  | 17,703 |  |  |  | (3,112 | ) |  |  | 14,591 |
Total assets acquired |  | $ | 1,061,567 |  |  | $ | 4,705 |  |  | $ | 1,066,272 |
Liabilities Assumed |  |  |  |  |  |  |  |  |  |  |  |
Deposits: |  |  |  |  |  |  |  |  |  |  |  |
Non-interest bearing transaction accounts |  | $ | 146,618 |  |  | $ | -- |  |  | $ | 146,618 |
Interest bearing transaction accounts and savings deposits |  |  | 543,183 |  |  |  | -- |  |  |  | 543,183 |
Time deposits |  |  | 184,913 |  |  |  | -- |  |  |  | 184,913 |
Total deposits |  |  | 874,714 |  |  |  | -- |  |  |  | 874,714 |
FHLB borrowings |  |  | 46,128 |  |  |  | 223 |  |  |  | 46,351 |
Subordinated debentures |  |  | 20,620 |  |  |  | (510 | ) |  |  | 20,110 |
Accrued interest and other liabilities |  |  | 7,828 |  |  |  | 300 |  |  |  | 8,128 |
Total liabilities assumed |  |  | 949,290 |  |  |  | 13 |  |  |  | 949,303 |
Equity |  |  | 112,277 |  |  |  | (112,277 | ) |  |  | -- |
Total equity assumed |  |  | 112,277 |  |  |  | (112,277 | ) |  |  | -- |
Total liabilities and equity assumed |  | $ | 1,061,567 |  |  | $ | (112,264 | ) |  | $ | 949,303 |
Net assets acquired |  |  |  |  |  |  |  |  |  |  | 116,969 |
Purchase price |  |  |  |  |  |  |  |  |  |  | 212,176 |
Goodwill |  |  |  |  |  |  |  |  |  | $ | 95,207 |
During 2015 the Company finalized its analysis of the acquired loans and subordinated debentures along with the 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 Liberty subsequent to the acquisition date. Community First Bancshares, Inc. On February 27, 2015, the Company completed the acquisition of Community First Bancshares, Inc. (“Community First”), headquartered in Union City, Tennessee, including its wholly-owned bank subsidiary First State Bank (“FSB”). The Company issued 13,105,830 shares of its common stock valued at approximately $268.3 million as of February 27, 2015, plus $9,974 in cash in exchange for all outstanding shares of Community First common stock. The Company also issued $30.9 million of preferred stock in exchange for all outstanding shares of Community First preferred stock. On January 29, 2016, the Company redeemed all of the preferred stock, including accrued and unpaid dividends. Prior to the acquisition, Community First conducted banking business from 33 branches located across Tennessee. Including the effects of the acquisition method accounting adjustments, the Company acquired approximately $1.9 billion in assets, including approximately $1.1 billion in loans (inclusive of loan discounts) and approximately $1.5 billion in deposits. The Company completed the systems conversion and merged FSB into Simmons Bank in September 2015. Goodwill of $110.4 million was recorded as a result of the transaction. The merger allowed the Company’s entrance into the Tennessee market and served as a launching platform for expansion into adjacent areas. The Company is able to achieve cost savings by integrating the two companies and combining accounting, data processing, and other administrative functions. Furthermore, the Company will benefit from the addition of Community First's small-business lending platform while cross-selling its trust products in Community First’s market. This combination of factors 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 Community First transaction, as of the acquisition date, is as follows:
(In thousands) |  | Acquired from Community First |  | Fair Value Adjustments |  | Fair Value
Assets Acquired |  |  |  |  |  |  |  |  |  |  |  |
Cash and due from banks |  | $ | 39,848 |  |  | $ | -- |  |  | $ | 39,848 |
Federal funds sold |  |  | 76,508 |  |  |  | -- |  |  |  | 76,508 |
Investment securities |  |  | 570,199 |  |  |  | (3,381 | ) |  |  | 566,818 |
Loans acquired, not covered by FDIC loss share |  |  | 1,163,398 |  |  |  | (26,855 | ) |  |  | 1,136,543 |
Allowance for loan losses |  |  | (14,635 | ) |  |  | 14,635 |  |  |  | -- |
Foreclosed assets not covered by FDIC loss share |  |  | 747 |  |  |  | -- |  |  |  | 747 |
Premises and equipment |  |  | 44,837 |  |  |  | (2,794 | ) |  |  | 42,043 |
Bank owned life insurance |  |  | 22,149 |  |  |  | -- |  |  |  | 22,149 |
Goodwill |  |  | 100 |  |  |  | (100 | ) |  |  | -- |
Core deposit intangible |  |  | -- |  |  |  | 11,273 |  |  |  | 11,273 |
Other intangibles |  |  | -- |  |  |  | 420 |  |  |  | 420 |
Deferred tax asset |  |  | 3,700 |  |  |  | 3,538 |  |  |  | 7,238 |
Other assets |  |  | 11,474 |  |  |  | -- |  |  |  | 11,474 |
Total assets acquired |  | $ | 1,918,325 |  |  | $ | (3,264 | ) |  | $ | 1,915,061 |
Liabilities Assumed |  |  |  |  |  |  |  |  |  |  |  |
Deposits: |  |  |  |  |  |  |  |  |  |  |  |
Non-interest bearing transaction accounts |  | $ | 103,825 |  |  | $ | -- |  |  | $ | 103,825 |
Interest bearing transaction accounts and savings deposits |  |  | 995,207 |  |  |  | -- |  |  |  | 995,207 |
Time deposits |  |  | 436,181 |  |  |  | 849 |  |  |  | 437,030 |
Total deposits |  |  | 1,535,213 |  |  |  | 849 |  |  |  | 1,536,062 |
Federal funds purchased and securities sold under agreement to repurchase |  |  | 16,230 |  |  |  | -- |  |  |  | 16,230 |
FHLB borrowings |  |  | 143,047 |  |  |  | 674 |  |  |  | 143,721 |
Subordinated debentures |  |  | 21,754 |  |  |  | (840 | ) |  |  | 20,914 |
Accrued interest and other liabilities |  |  | 8,769 |  |  |  | 601 |  |  |  | 9,370 |
Total liabilities assumed |  |  | 1,725,013 |  |  |  | 1,284 |  |  |  | 1,726,297 |
Equity |  |  | 193,312 |  |  |  | (193,312 | ) |  |  | -- |
Total equity assumed |  |  | 193,312 |  |  |  | (193,312 | ) |  |  | -- |
Total liabilities and equity assumed |  | $ | 1,918,325 |  |  | $ | (192,028 | ) |  | $ | 1,726,297 |
Net assets acquired |  |  |  |  |  |  |  |  |  |  | 188,764 |
Purchase price |  |  |  |  |  |  |  |  |  |  | 299,204 |
Goodwill |  |  |  |  |  |  |  |  |  | $ | 110,440 |
During 2015 the Company finalized its analysis of the acquired loans and subordinated debentures along with the 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 Community First subsequent to the acquisition date. Ozark Trust & Investment Corporation On October 29, 2015, the Company completed the acquisition of Ozark Trust & Investment Corporation (“Ozark Trust”), headquartered in Springfield, Missouri, including its wholly-owned non-deposit trust company, Trust Company of the Ozarks (“TCO”). Simmons issued 678,580 shares of its common stock valued at approximately $17.9 million as of October 29, 2015, plus $5.8 million in cash in exchange for all outstanding shares of Ozark Trust common stock. Prior to the acquisition, Ozark Trust had over $1 billion in assets under management. The Company owned 1,000 shares of Ozark Trust’s common stock, which it acquired through its acquisition of Liberty in February 2015. The purchase price is allocated among the net assets of Ozark Trust acquired as appropriate, with the remaining balance being reported as goodwill. A summary, at fair value, of the assets acquired and liabilities assumed in the Ozark Trust transaction, as of the acquisition date, is as follows:
(In thousands) |  | Acquired from Ozark Trust |  | Fair Value Adjustments |  | Fair Value
Assets Acquired |  |  |  |  |  |  |  |  |  |  |  |
Cash |  | $ | 1,756 |  |  | $ | -- |  |  | $ | 1,756 |
Investment securities |  |  | 241 |  |  |  | -- |  |  |  | 241 |
Premises and equipment |  |  | 1,126 |  |  |  | 418 |  |  |  | 1,544 |
Other intangibles |  |  | -- |  |  |  | 9,733 |  |  |  | 9,733 |
Other assets |  |  | 752 |  |  |  | 869 |  |  |  | 1,621 |
Total assets acquired |  | $ | 3,875 |  |  | $ | 11,020 |  |  | $ | 14,895 |
Liabilities Assumed |  |  |  |  |  |  |  |  |  |  |  |
Deferred tax liability |  |  | 63 |  |  |  | 4,175 |  |  |  | 4,238 |
Accrued and other liabilities |  |  | 302 |  |  |  | -- |  |  |  | 302 |
Total liabilities assumed |  |  | 365 |  |  |  | 4,175 |  |  |  | 4,540 |
Equity |  |  | 3,510 |  |  |  | (3,510 | ) |  |  | -- |
Total equity assumed |  |  | 3,510 |  |  |  | (3,510 | ) |  |  | -- |
Total liabilities and equity assumed |  | $ | 3,875 |  |  | $ | 665 |  |  | $ | 4,540 |
Net assets acquired |  |  |  |  |  |  |  |  |  |  | 10,355 |
Purchase price |  |  |  |  |  |  |  |  |  |  | 23,623 |
Goodwill |  |  |  |  |  |  |  |  |  | $ | 13,268 |
During 2015 the Company finalized its analysis of the acquired loans and subordinated debentures along with the 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 Ozark Trust 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, time deposits due from banks and federal funds sold – 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 – These intangible assets represent the value of the relationships that Citizens and Ozarks Trust had with their trust customers and Hardeman and Community First had with their insurance customers. The fair value of these intangible assets was estimated based on a combination of discounted cash flow methodology and a market valuation approach. Intangible assets for the OKSB acquisition represent mortgage servicing rights. 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. Federal funds purchased and securities sold under agreement to repurchase – The carrying amount of federal funds purchased and 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.

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- Definition The entire disclosure for business combinations, including leverage buyout transactions (as applicable), and divestitures. This may include a description of a business combination or divestiture (or series of individually immaterial business combinations or divestitures) completed during the period, including background, timing, and assets and liabilities recognized and reclassified or sold. This element does not include fixed asset sales and plant closings. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -URI http://asc.fasb.org/subtopic&trid=2122178 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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