e10vq

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

(Mark One)


þ		Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Quarterly Period Ended March 31, 2010


o		Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Transition period from to

Commission File Number: 000-51904

HOME BANCSHARES, INC.

(Exact Name of Registrant as Specified in Its Charter)


Arkansas		71-0682831

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

719 Harkrider, Suite 100, Conway, Arkansas		72032

(Address of principal executive offices)		(Zip Code)

(501) 328-4770

(Registrant’s telephone number, including area code)

Not Applicable

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes þ No o

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

Yes o No o

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


Large accelerated filer o	Accelerated filer þ	Non-accelerated filer o	Smaller reporting company o
		(Do not check if a smaller reporting company)

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

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practical date.

Common Stock Issued and Outstanding: 25,725,160 shares as of May 4, 2010.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of our statements contained in this document, including matters discussed under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operation” are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements relate to future events or our future financial performance and include statements about the competitiveness of the banking industry, potential regulatory obligations, our entrance and expansion into other markets, our other business strategies and other statements that are not historical facts. Forward-looking statements are not guarantees of performance or results. When we use words like “may,” “plan,” “contemplate,” “anticipate,” “believe,” “intend,” “continue,” “expect,” “project,” “predict,” “estimate,” “could,” “should,” “would,” and similar expressions, you should consider them as identifying forward-looking statements, although we may use other phrasing. These forward-looking statements involve risks and uncertainties and are based on our beliefs and assumptions, and on the information available to us at the time that these disclosures were prepared. These forward-looking statements involve risks and uncertainties and may not be realized due to a variety of factors, including, but not limited to, the following:

	•		the effects of future economic conditions, including inflation, deflation or a continued decrease in residential housing values;

	•		governmental monetary and fiscal policies, as well as legislative and regulatory changes;

	•		the risks of changes in interest rates or the level and composition of deposits, loan demand and the values of loan collateral, securities and interest sensitive assets and liabilities;

	•		the effects of terrorism and efforts to combat it;

	•		credit risks;

	•		the effects of competition from other commercial banks, thrifts, mortgage banking firms, consumer finance companies, credit unions, securities brokerage firms, insurance companies, money market and other mutual funds and other financial institutions operating in our market area and elsewhere, including institutions operating regionally, nationally and internationally, together with competitors offering banking products and services by mail, telephone and the Internet;

	•		the effect of any mergers, acquisitions or other transactions to which we or our subsidiaries may from time to time be a party, including our ability to successfully integrate any businesses that we acquire; and

	•		the failure of assumptions underlying the establishment of our allowance for loan losses.

All written or oral forward-looking statements attributable to us are expressly qualified in their entirety by this Cautionary Note. Our actual results may differ significantly from those we discuss in these forward-looking statements. For other factors, risks and uncertainties that could cause our actual results to differ materially from estimates and projections contained in these forward-looking statements, see the “Risk Factors” section of our Form 10-K filed with the Securities and Exchange Commission on March 5, 2010.

PART I: FINANCIAL INFORMATION

Item 1: Financial Statements

Home BancShares, Inc.

Consolidated Balance Sheets


	March 31,			December 31,
(In thousands, except share data)	2010			2009
	(Unaudited)
Assets
Cash and due from banks	$	36,237		$	39,970
Interest-bearing deposits with other banks		156,772			133,520

Cash and cash equivalents		193,009			173,490
Federal funds sold		11,207			11,760
Investment securities — available for sale		362,710			322,115
Loans receivable not covered by loss share		1,959,666			1,950,285
Loans receivable covered by FDIC loss share		225,885			—
Allowance for loan losses		(42,845	)		(42,968	)

Loans receivable, net		2,142,706			1,907,317
Bank premises and equipment, net		69,997			70,810
Foreclosed assets held for sale not covered by loss share		17,610			16,484
Foreclosed assets held for sale covered by FDIC loss share		8,672			—
FDIC indemnification asset		88,274			—
Cash value of life insurance		51,019			52,176
Investments in unconsolidated affiliates		1,424			1,424
Accrued interest receivable		14,854			13,137
Deferred tax asset, net		10,072			14,777
Goodwill		53,039			53,039
Core deposit and other intangibles		6,989			4,698
Mortgage servicing rights		872			1,090
Other assets		45,745			42,548

Total assets	$	3,078,199		$	2,684,865


Liabilities and Stockholders’ Equity
Deposits:
Demand and non-interest-bearing	$	354,663		$	302,228
Savings and interest-bearing transaction accounts		863,988			714,744
Time deposits		1,002,437			818,451

Total deposits		2,221,088			1,835,423
Federal funds purchased		—			—
Securities sold under agreements to repurchase		55,403			62,000
FHLB borrowed funds		254,548			264,360
Accrued interest payable and other liabilities		21,360			10,625
Subordinated debentures		47,462			47,484

Total liabilities		2,599,861			2,219,892

Stockholders’ equity:
Preferred stock; $0.01 par value; 5,500,000 shares authorized:
Series A fixed rate cumulative perpetual; liquidation preference of $1,000 per share; 50,000 shares issued and outstanding at March 31, 2010 and December 31, 2009.		49,320			49,275
Common stock, par value $0.01; shares authorized 50,000,000; shares issued and outstanding 25,715,528 in 2010 and 25,690,137 in 2009		257			257
Capital surplus		363,870			363,519
Retained earnings		63,907			51,746
Accumulated other comprehensive income		984			176

Total stockholders’ equity		478,338			464,973

Total liabilities and stockholders’ equity	$	3,078,199		$	2,684,865

See Condensed Notes to Consolidated Financial Statements.

Home BancShares, Inc.

Consolidated Statements of Income


	Three Months Ended
	March 31,
(In thousands, except per share data)	2010		2009
	(Unaudited)
Interest income:
Loans	$	29,866	$	29,138
Investment securities
Taxable		1,627		2,653
Tax-exempt		1,479		1,298
Deposits — other banks		85		12
Federal funds sold		5		7

Total interest income		33,062		33,108

Interest expense:
Interest on deposits		5,295		8,118
Federal funds purchased		—		2
FHLB borrowed funds		2,177		2,390
Securities sold under agreements to repurchase		94		111
Subordinated debentures		597		676

Total interest expense		8,163		11,297

Net interest income		24,899		21,811
Provision for loan losses		3,100		1,000

Net interest income after provision for loan losses		21,799		20,811

Non-interest income:
Service charges on deposit accounts		3,141		3,374
Other service charges and fees		1,638		1,784
Mortgage lending income		412		880
Mortgage servicing income		160		200
Insurance commissions		347		257
Income from title services		107		140
Increase in cash value of life insurance		428		477
Dividends from FHLB, FRB & bankers’ bank		126		107
Gain on acquisitions		11,790		—
Gain (loss) on sale of premises and equipment, net		207		7
Gain (loss) on OREO, net		159		(117	)
Gain (loss) on securities, net		—		—
Other income		586		476

Total non-interest income		19,101		7,585

Non-interest expense:
Salaries and employee benefits		8,534		8,944
Occupancy and equipment		2,799		2,677
Data processing expense		862		777
Other operating expenses		6,360		6,864

Total non-interest expense		18,555		19,262

Income before income taxes		22,345		9,134
Income tax expense		7,971		2,889

Net income available to all stockholders		14,374		6,245
Preferred stock dividends and accretion of discount on preferred stock		670		566

Net income available to common stockholders	$	13,704	$	5,679

Basic earnings per common share	$	0.53	$	0.29

Diluted earnings per common share	$	0.53	$	0.28

See Condensed Notes to Consolidated Financial Statements.

Home BancShares, Inc.

Consolidated Statements of Stockholders’ Equity
Three Months Ended March 31, 2010 and 2009


											Accumulated
											Other
	Preferred		Common		Capital			Retained			Comprehensive
(In thousands, except share data)	Stock		Stock		Surplus			Earnings			Income (Loss)			Total
Balance at January 1, 2009	$	—	$	199	$	253,581		$	32,639		$	(3,375	)	$	283,044
Comprehensive income:
Net income		—		—		—			6,245			—			6,245
Other comprehensive income:
Unrealized loss on investment securities available for sale, net of tax effect of $789		—		—		—			—			1,223			1,223

Comprehensive income															7,468
Issuance of 50,000 shares of preferred stock and a warrant for 144,164 shares of common stock		49,094		—		906			—			—			50,000
Accretion of discount on preferred stock		45		—		—			(45	)		—			—
Net issuance of 5,065 shares of common stock from exercise of stock options		—		—		39			—			—			39
Tax benefit from stock options exercised		—		—		25			—			—			25
Share-based compensation		—		—		(50	)		—			—			(50	)
Cash dividends — Preferred Stock - 5%		—		—		—			(521	)		—			(521	)
Cash dividends — Common Stock, $0.06 per share		—		—		—			(1,192	)		—			(1,192	)

Balances at March 31, 2009 (unaudited)		49,139		199		254,501			37,126			(2,152	)		338,813
Comprehensive income:
Net loss		—		—		—			20,561			—			20,561
Other comprehensive income:
Unrealized gain on investment securities available for sale, net of tax effect of $1,503		—		—		—			—			2,328			2,328

Comprehensive income															22,889
Issuance of 5,692,500 shares of common stock from public stock offering, net of offering costs of $5,634.		—		57		107,284			—			—			107,341
Accretion of discount on preferred stock		136		—		—			(136	)		—			—
Net issuance of 122,045 shares of common stock from exercise of stock options		—		1		1,351			—			—			1,352
Tax benefit from stock options exercised		—		—		414			—			—			414
Share-based compensation		—		—		(31	)		—			—			(31	)
Cash dividends — Preferred stock - 5%		—		—		—			(1,874	)		—			(1,874	)
Cash dividends — Common Stock, $0.18 per share		—		—		—			(3,931	)		—			(3,931	)

Balances at December 31, 2009		49,275		257		363,519			51,746			176			464,973

See Condensed Notes to Consolidated Financial Statements.

Home BancShares, Inc.
Consolidated Statements of Stockholders’ Equity — Continued
Three Months Ended March 31, 2010 and 2009


										Accumulated Other
	Preferred									Comprehensive
(In thousands, except share data)	Stock		Common Stock		Capital Surplus		Retained Earnings			Income (Loss)		Total
Comprehensive income:
Net income		—		—		—		14,374			—		14,374
Other comprehensive income:
Unrealized gain on investment securities available for sale, net of tax effect of $521		—		—		—		—			808		808

Comprehensive income													15,182
Accretion of discount on preferred stock		45		—		—		(45	)		—		—
Net issuance of 8,291 shares of common stock from exercise of stock options		—		—		90		—			—		90
Disgorgement of profits		—		—		1		—			—		1
Tax benefit from stock options exercised		—		—		40		—			—		40
Share-based compensation		—		—		220		—			—		220
Cash dividend — Preferred Stock - 5%		—		—		—		(625	)		—		(625	)
Cash dividends — Common Stock, $0.06 per share		—		—		—		(1,543	)		—		(1,543	)

Balances at March 31, 2010 (unaudited)	$	49,320	$	257	$	363,870	$	63,907		$	984	$	478,338

See Condensed Notes to Consolidated Financial Statements.

Home BancShares, Inc.

Consolidated Statements of Cash Flows


	Period Ended March 31,
(In thousands)	2010			2009
	(Unaudited)
Operating Activities
Net income	$	14,374		$	6,245
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation		1,289			1,301
Amortization/accretion		829			658
Share-based compensation		220			(50	)
Tax benefits from stock options exercised		(40	)		(25	)
Loss on assets		(366	)		110
Gain on acquisitions		(11,790	)		—
Provision for loan losses		3,100			1,000
Deferred income tax benefit		4,184			(1,181	)
Increase in cash value of life insurance		(428	)		(477	)
Originations of mortgage loans held for sale		(21,307	)		(59,049	)
Proceeds from sales of mortgage loans held for sale		20,701			55,132
Changes in assets and liabilities:
Accrued interest receivable		(1,717	)		265
Other assets		655			(1,652	)
Accrued interest payable and other liabilities		3,102			5,537

Net cash provided by operating activities		12,806			7,814

Investing Activities
Net (increase) decrease in federal funds sold		3,632			(7,645	)
Net (increase) decrease in loans net, excluding loans acquired		(15,057	)		(16,410	)
Purchases of investment securities — available for sale		(39,552	)		(11,020	)
Proceeds from maturities of investment securities — available for sale		30,459			33,289
Proceeds from foreclosed assets held for sale		2,213			673
Purchases of premises and equipment, net		(225	)		(499	)
Death benefits received		1,585			—
Acquisition of Centennial Bancshares, Inc., net funds received		—			(3,100	)
Net cash proceeds received in FDIC assisted acquisitions		71,652			—

Net cash provided by (used in) investing activities		54,707			(4,712	)

Financing Activities
Net increase (decrease) in deposits, net of deposits acquired		(9,538	)		(11,461	)
Net increase (decrease) in securities sold under agreements to repurchase		(6,597	)		(38,911	)
Net increase (decrease) in federal funds purchased		—			—
Net increase (decrease) in FHLB and other borrowed funds, net of acquired		(29,822	)		(5,148	)
Proceeds from exercise of stock options		90			39
Proceeds from issuance of preferred stock and common stock warrant		—			50,000
Disgorgement of profits		1			—
Tax benefits from stock options exercised		40			25
Dividends paid on preferred stock		(625	)		(201	)
Dividends paid on common stock		(1,543	)		(1,192	)

Net cash provided by financing activities		(47,994	)		(6,849	)

Net change in cash and cash equivalents		19,519			(3,747	)
Cash and cash equivalents — beginning of year		173,490			54,168

Cash and cash equivalents — end of period	$	193,009		$	50,421

See Condensed Notes to Consolidated Financial Statements.

Home BancShares, Inc.

Condensed Notes to Consolidated Financial Statements
(Unaudited)

1. Nature of Operations and Summary of Significant Accounting Policies

Nature of Operations

Home BancShares, Inc. (the Company or HBI) is a bank holding company headquartered in Conway, Arkansas. The Company is primarily engaged in providing a full range of banking services to individual and corporate customers through its wholly owned community bank subsidiary — Centennial Bank (the Bank). During 2009, the Company completed the combination of its former bank charters into a single charter, adopting Centennial Bank as the common name. The Bank has locations in central Arkansas, north central Arkansas, southern Arkansas, the Florida Keys, central Florida and southwestern Florida. The Company is subject to competition from other financial institutions. The Company also is subject to the regulation of certain federal and state agencies and undergoes periodic examinations by those regulatory authorities.

A summary of the significant accounting policies of the Company follows:

Operating Segments

Community banking is the Company’s only operating segment. No revenues are derived from foreign countries and no single external customer comprises more than 10% of the Company’s revenues.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Material estimates that are particularly susceptible to significant change relate to the determination of the allowance for loan losses and the valuation of foreclosed assets. In connection with the determination of the allowance for loan losses and the valuation of foreclosed assets, management obtains independent appraisals for significant properties.

Principles of Consolidation

The consolidated financial statements include the accounts of HBI and its subsidiaries. Significant intercompany accounts and transactions have been eliminated in consolidation.

Reclassifications

Various items within the accompanying financial statements for previous years have been reclassified to provide more comparative information. These reclassifications had no effect on net earnings or stockholders’ equity.

Investments in Unconsolidated Affiliates

The Company has invested funds representing 100% ownership in five statutory trusts which issue trust preferred securities. The Company’s investment in these trusts was $1.4 million at March 31, 2010 and December 31, 2009. Under accounting principles generally accepted in the United States of America, these trusts are not consolidated.

The summarized financial information below represents an aggregation of the Company’s unconsolidated affiliates as of March 31, 2010 and 2009, and for the three-month period then ended:


	Three Months Ended
	March 31,
	2010		2009
Assets	$	47,424	$	47,424
Liabilities		46,000		46,000
Equity		1,424		1,424
Net income		—		—

Acquisition Accounting, Covered Loans and Related Indemnification Asset

Beginning in 2009, the Company accounts for its acquisitions under ASC Topic 805, Business Combinations, which requires the use of the purchase method of accounting. All identifiable assets acquired, including loans, are recorded at fair value. No allowance for loan losses related to the acquired loans is recorded on the acquisition date as the fair value of the loans acquired incorporates assumptions regarding credit risk. Loans acquired are recorded at fair value in accordance with the fair value methodology prescribed in ASC Topic 820, exclusive of the shared-loss agreements with the Federal Deposit Insurance Corporation (FDIC). The fair value estimates associated with the loans include estimates related to expected prepayments and the amount and timing of undiscounted expected principal, interest and other cash flows.

Over the life of the acquired loans, the Company continues to estimate cash flows expected to be collected on individual loans or on pools of loans sharing common risk characteristics and were treated in the aggregate when applying various valuation techniques. The Company evaluates at each balance sheet date whether the present value of its loans determined using the effective interest rates has decreased and if so, recognizes a provision for loan loss in its consolidated statement of income. For any increases in cash flows expected to be collected, the Company adjusts the amount of accretable yield recognized on a prospective basis over the loan’s or pool’s remaining life.

Because the FDIC will reimburse the Company for certain acquired loans should the Company experience a loss, an indemnification asset is recorded at fair value at the acquisition date. The indemnification asset is recognized at the same time as the indemnified loans, and measured on the same basis, subject to collectability or contractual limitations. The shared-loss agreements on the acquisition date reflect the reimbursements expected to be received from the FDIC, using an appropriate discount rate, which reflects counterparty credit risk and other uncertainties.

The shared-loss agreements continue to be measured on the same basis as the related indemnified loans. Because the acquired loans are subject to the accounting prescribed by ASC Topic 310, subsequent changes to the basis of the shared-loss agreements also follow that model. Deterioration in the credit quality of the loans (immediately recorded as an adjustment to the allowance for loan losses) would immediately increase the basis of the shared-loss agreements, with the offset recorded through the consolidated statement of income. Increases in the credit quality or cash flows of loans (reflected as an adjustment to yield and accreted into income over the remaining life of the loans) decrease the basis of the shared-loss agreements, with such decrease being accreted into income over 1) the same period or 2) the life of the shared-loss agreements, whichever is shorter. Loss assumptions used in the basis of the indemnified loans are consistent with the loss assumptions used to measure the indemnification asset. Fair value accounting incorporates into the fair value of the indemnification asset an element of the time value of money, which is accreted back into income over the life of the shared-loss agreements.

Upon the determination of an incurred loss the indemnification asset will be reduced by the amount owed by the FDIC. A corresponding, claim receivable is recorded until cash is received from the FDIC.

For further discussion of the Company’s acquisitions and loan accounting, see Note 2 and Note 5 to the consolidated financial statements.

Interim financial information

The accompanying unaudited consolidated financial statements as of March 31, 2010 and 2009 have been prepared in condensed format, and therefore do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements.

The information furnished in these interim statements reflects all adjustments, which are, in the opinion of management, necessary for a fair statement of the results for each respective period presented. Such adjustments are of a normal recurring nature. The results of operations in the interim statements are not necessarily indicative of the results that may be expected for any other quarter or for the full year. The interim financial information should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s 2009 Form 10-K, filed with the Securities and Exchange Commission.

Earnings per Share

Basic earnings per share are computed based on the weighted average number of shares outstanding during each year. Diluted earnings per share are computed using the weighted average common shares and all potential dilutive common shares outstanding during the period. The following table sets forth the computation of basic and diluted earnings per common share (EPS) for the three-month period ended March 31:


	Three Months Ended
	March 31,
	2010		2009
	(In thousands)
Net income available to common stockholders	$	13,704	$	5,679

Average shares outstanding		25,707		19,863
Effect of common stock options		229		256

Diluted shares outstanding		25,936		20,119


Basic earnings per common share	$	0.53	$	0.29
Diluted earnings per common share	$	0.53	$	0.28

Warrants to purchase 144,065 shares of common stock at $26.03 were outstanding at March 31, 2010 and December 31, 2009, but were not included in the computation of diluted EPS because the exercise prices were greater than the average market price of the common shares.

2. Business Combinations

Acquisition Old Southern Bank

On March 12, 2010, Centennial Bank entered into a purchase and assumption agreement (Old Southern Agreement) with the FDIC, as receiver, pursuant to which the Bank acquired certain assets and assumed substantially all of the deposits and certain liabilities of Old Southern Bank (Old Southern).

Prior to the acquisition, Old Southern operated 7 banking centers in the Orlando, Florida metropolitan area. Excluding the effects of purchase accounting adjustments, Centennial Bank acquired $335.4 million in assets and assumed approximately $328.5 million of the deposits of Old Southern. Additionally, Centennial Bank purchased loans with an estimated fair value of $179.1 million, $3.1 million of foreclosed assets and $30.4 million of investment securities.

In connection with the Old Southern acquisition, Centennial Bank entered into a loss sharing agreement with the FDIC that covers $282.0 million of assets, based upon the seller’s records, including single family residential mortgage loans, commercial real estate, commercial and industrial loans, and foreclosed assets (collectively, “covered assets”). Centennial Bank acquired other Old Southern assets that are not covered by the loss sharing agreement with the FDIC including interest-bearing deposits with other banks, investment securities purchased at fair market value and other tangible assets. Pursuant to the terms of the loss sharing agreement, the covered assets are subject to a stated loss threshold of $110.0 million whereby the FDIC will reimburse Centennial Bank for 80% of losses of up to $110.0 million, and 95% of losses in excess of this amount. Centennial Bank will reimburse the FDIC for its share of recoveries with respect to losses for which the FDIC paid Centennial Bank a reimbursement under the loss sharing agreement. The FDIC’s obligation to reimburse Centennial Bank for losses with respect to covered assets begins with the first dollar of loss incurred.

The amounts covered by the loss sharing agreement are the pre-acquisition book values of the underlying covered assets, the contractual balance of unfunded commitments that were acquired, and certain future net direct costs. The loss sharing agreements applicable to single family residential mortgage loans provide for FDIC loss sharing and Centennial Bank reimbursement to the FDIC, in each case as described above, for ten years. The loss sharing agreements applicable to all other covered assets provide for FDIC loss sharing for five years and Centennial Bank reimbursement of recoveries to the FDIC for eight years, in each case as described above.

The loss sharing agreement is subject to certain servicing procedures as specified in agreements with the FDIC. The expected reimbursements under the loss sharing agreements were recorded as indemnification assets at their estimated fair values of $76.0 million for the Old Southern Agreement, on the acquisition date. The indemnification assets reflect the present value of the expected net cash reimbursement related to the loss sharing agreements described above.

Centennial Bank has determined that the acquisition of the net assets of Old Southern constitute a business combination as defined by the FASB ASC Topic 805, Business Combinations. Accordingly, the assets acquired and liabilities assumed are presented at their fair values as required. Fair values were determined based on the requirements of FASB ASC Topic 820, Fair Value Measurements. In many cases, the determination of these fair values required management to make estimates about discount rates, future expected cash flows, market conditions and other future events that are highly subjective in nature and subject to change. These fair value estimates are considered preliminary, and are subject to change for up to one year after the closing date of the acquisition as additional information relative to closing date fair values becomes available. Centennial Bank and the FDIC are engaged in on-going discussions that may impact which assets and liabilities are ultimately acquired or assumed by Centennial Bank and/or the purchase prices. In addition, the tax treatment of the FDIC assisted acquisition is complex and subject to interpretations that may result in future adjustments of deferred taxes as of the acquisition date.

Centennial Bank did not acquire the real estate, banking facilities, furniture and equipment of Old Southern as part of the purchase and assumption agreement but has the option to purchase these assets at fair market value from the FDIC. This purchase option expires 90 days after acquisition date. Fair market values for the real estate, facilities, furniture and equipment will be based on current appraisals and determined at a later date. Centennial Bank is leasing these facilities and equipment from the FDIC until current appraisals are received and a final decision is made.


	Old Southern
	Acquired from		Fair Value			As Recorded
	the FDIC		Adjustments			by HBI
			(Dollars in thousands)
Assets
Cash and due from banks	$	1,759	$	30,675		$	32,434
Interest-bearing deposits with other banks		16,563		—			16,563
Investment securities		30,401		—			30,401
Federal funds sold		3,079		—			3,079
Loans receivable covered by loss share		273,166		(94,101	)		179,065

Total loans receivable		273,166		(94,101	)		179,065
Bank premises and equipment, net		44		—			44
Foreclosed assets held for sale covered by loss share		8,781		(5,821	)		2,960
FDIC indemnification asset		—		76,000			76,000
Core deposit intangibles		—		2,400			2,400
Other assets		1,505		633			2,138

Total assets acquired	$	335,298	$	9,786		$	345,084


Liabilities
Deposits
Demand and non-interest-bearing	$	25,178	$	—		$	25,178
Savings and interest-bearing transaction accounts		124,071		—			124,071
Time deposits		179,208		—			179,208

Total deposits		328,457		—			328,457
Accrued interest payable and other liabilities		375		6,535			6,910

Total liabilities assumed	$	328,832	$	6,535		$	335,367


Gain on acquisition						$	9,717

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

Cash and due from banks, interest-bearing deposits with other 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. The $30.7 million adjustment is the first proforma cash settlement received from the FDIC on Monday following the closing weekend.

Investment Securities — Investment securities were acquired from the FDIC at fair market value.

Loans — 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.

Core deposit intangible — This intangible asset represents the value of the relationships that Old Southern had with its 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.

Foreclosed assets held for sale — 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.

FDIC indemnification asset — This loss sharing asset is measured separately from the related covered assets as it is not contractually embedded in the covered assets and is not transferable with the covered assets should Centennial Bank choose to dispose of them. Fair value was estimated using projected cash flows related to the loss sharing agreements based on the expected reimbursements for losses and the applicable loss sharing percentages. These cash flows were discounted to reflect the uncertainty of the timing and receipt of the loss-sharing reimbursement from the FDIC.

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. No fair value adjustment was applied for time deposits as the Bank was able to reset deposit rates to market rates currently offered.

The Company’s operating results for the period ended March 31, 2010, include the operating results of the acquired assets and assumed liabilities for the 19 days subsequent to the March 12, 2010 acquisition date. Due to the significant fair value adjustments recorded, as well as the nature of the FDIC loss sharing agreement in place, Old Southern’s historical results are not believed to be relevant to the Company’s results, and thus no pro forma information is presented.

Acquisition Key West Bank

On March 26, 2010, Centennial Bank, entered into separate purchase and assumption agreements (Key West Bank Agreement) with the FDIC, as receiver, pursuant to which Centennial Bank acquired certain assets and assumed substantially all of the deposits and certain liabilities of Key West Bank (Key West).

Prior to the acquisition, Key West operated one banking center located in Key West, Florida. Excluding the effects of purchase accounting adjustments, Centennial Bank acquired $96.8 million in assets and assumed approximately $66.7 million of the deposits of Key West. Additionally, Centennial Bank purchased loans with an estimated fair value of $46.9 million, $5.7 million of foreclosed assets and assumed $20.0 million of FHLB advances.

In connection with the Key West acquisition, Centennial Bank entered into loss-sharing agreements with the FDIC that collectively cover approximately $72.7 million of assets, based upon the seller’s records, which include single family residential mortgage loans, commercial real estate, commercial and industrial loans and foreclosed assets (covered assets). Centennial Bank acquired other Key West assets that are not covered by loss sharing agreements with the FDIC including interest-bearing deposits with other banks and other tangible assets. Pursuant to the terms of the loss sharing agreements, the covered assets of Key West are subject to a stated loss threshold of $23.0 million whereby the FDIC will reimburse Centennial Bank for 80% of losses of up to $23.0 million, and 95% of losses in excess of this amount. Centennial Bank will reimburse the FDIC for its share of recoveries with respect to losses for which the FDIC paid Centennial Bank a reimbursement under the loss sharing agreements. The FDIC’s obligation to reimburse Centennial Bank for losses with respect to covered assets begins with the first dollar of loss incurred.

The amounts covered by the loss sharing agreements are the pre-acquisition book values of the underlying covered assets, the contractual balance of unfunded commitments that were acquired, and certain future net direct costs. The loss sharing agreements applicable to single family residential mortgage loans provide for FDIC loss sharing and Centennial Bank reimbursement to the FDIC, in each case as described above, for ten years. The loss sharing agreements applicable to all other covered assets provide for FDIC loss sharing for five years and Centennial Bank reimbursement of recoveries to the FDIC for eight years, in each case as described above.

The loss sharing agreement is subject to certain servicing procedures as specified in agreements with the FDIC. The expected reimbursements under the loss sharing agreements were recorded as indemnification assets at their estimated fair values of $12.2 million for the Key West Agreement, on the acquisition date. The indemnification assets reflect the present value of the expected net cash reimbursement related to the loss sharing agreements described above.

Centennial Bank has determined that the acquisition of the net assets of Key West constitute a business combination as defined by the FASB ASC Topic 805, Business Combinations. Accordingly, the assets acquired and liabilities assumed are presented at their fair values as required. Fair values were determined based on the requirements of FASB ASC Topic 820, Fair Value Measurements. In many cases, the determination of these fair values required management to make estimates about discount rates, future expected cash flows, market conditions and other future events that are highly subjective in nature and subject to change. These fair value estimates are considered preliminary, and are subject to change for up to one year after the closing date of the acquisition as additional information relative to closing date fair values becomes available. Centennial Bank and the FDIC are engaged in on-going discussions that may impact which assets and liabilities are ultimately acquired or assumed by Centennial Bank and/or the purchase prices. In addition, the tax treatment of the FDIC assisted acquisition is complex and subject to interpretations that may result in future adjustments of deferred taxes as of the acquisition date.

Centennial Bank did not acquire the real estate, banking facilities, furniture and equipment of Key West as part of the purchase and assumption agreement but has the option to purchase these assets at fair market value from the FDIC. This purchase option expires 90 days after acquisition date. Fair market values for the real estate, facilities, furniture and equipment will be based on current appraisals and determined at a later date. Centennial Bank is leasing these facilities and equipment from the FDIC until current appraisals are received and a final decision is made.


	Key West
	Acquired from		Fair Value			As Recorded
	the FDIC		Adjustments			by HBI
			(Dollars in thousands)
Assets
Cash and due from banks	$	1,592	$	—		$	1,592
Interest-bearing deposits with other banks		21,063		—			21,063
Loans receivable covered by loss share		65,256		(18,315	)		46,941

Total loans receivable		65,256		(18,315	)		46,941
Foreclosed assets held for sale covered by loss share		7,412		(1,700	)		5,712
FDIC indemnification asset		—		12,200			12,200
Core deposit intangible		—		370			370
Other assets		1,438		276			1,714

Total assets acquired	$	96,761	$	(7,169	)	$	89,592


Liabilities
Deposits
Demand and non-interest-bearing	$	4,357	$	—		$	4,357
Savings and interest-bearing transaction accounts		5,543		—			5,543
Time deposits		56,846		—			56,846

Total deposits		66,746		—			66,746
FHLB borrowed funds		20,010		—			20,010
Accrued interest payable and other liabilities		593		170			763

Total liabilities assumed	$	87,349	$	170		$	87,519


Gain on acquisition						$	2,073

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

Cash and due from banks and interest-bearing deposits with other banks — The carrying amount of these assets is a reasonable estimate of fair value based on the short-term nature of these assets.

Loans – 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.

Core deposit intangible – This intangible asset represents the value of the relationships that Key West had with its 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.

Foreclosed assets held for sale – 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.

FDIC indemnification asset – This loss sharing asset is measured separately from the related covered assets as it is not contractually embedded in the covered assets and is not transferable with the covered assets should Centennial Bank choose to dispose of them. Fair value was estimated using projected cash flows related to the loss sharing agreements based on the expected reimbursements for losses and the applicable loss sharing percentages. These cash flows were discounted to reflect the uncertainty of the timing and receipt of the loss sharing reimbursement from the FDIC.

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. No fair value adjustment was applied for time deposits because the weighted average interest rate of Key West’s CD’s were at the market rates of similar funding at the time of acquisition.

The Company’s operating results for the period ended March 31, 2010, include the operating results of the acquired assets and assumed liabilities for the 5 days subsequent to the March 26, 2010 acquisition date. Due to the significant fair value adjustments recorded, as well as the nature of the FDIC loss sharing agreement in place, Key West’s historical results are not believed to be relevant to the Company’s results, and thus no pro forma information is presented.

3. Investment Securities

The amortized cost and estimated market value of investment securities were as follows:


	March 31, 2010
	Available for Sale
			Gross Unrealized		Gross Unrealized			Estimated
	Amortized Cost		Gains		(Losses)			Fair Value
			(In thousands)
U.S. government-sponsored enterprises	$	101,825	$	131	$	(260	)	$	101,696
Mortgage-backed securities		105,837		2,920		(1,270	)		107,487
State and political subdivisions		147,651		2,439		(1,006	)		149,084
Other securities		5,778		—		(1,335	)		4,443

Total	$	361,091	$	5,490	$	(3,871	)	$	362,710


	December 31, 2009
	Available for Sale
			Gross Unrealized		Gross Unrealized			Estimated
	Amortized Cost		Gains		(Losses)			Fair Value
			(In thousands)
U.S. government-sponsored enterprises	$	56,439	$	130	$	(463	)	$	56,106
Mortgage-backed securities		114,464		2,813		(1,690	)		115,587
State and political subdivisions		145,086		2,224		(1,375	)		145,935
Other securities		5,837		—		(1,350	)		4,487

Total	$	321,826	$	5,167	$	(4,878	)	$	322,115

Assets, principally investment securities, having a carrying value of approximately $288.2 million and $231.3 million at March 31, 2010 and December 31, 2009, respectively, were pledged to secure public deposits and for other purposes required or permitted by law. Also, investment securities pledged as collateral for repurchase agreements totaled approximately $55.4 million and $62.0 million at March 31, 2010 and December 31, 2009, respectively.

During the three-month periods ended March 31, 2010 and 2009, no available for sale securities were sold.

The amortized cost and estimated fair value of securities at March 31, 2010, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.


	Available-for-Sale
	Amortized		Estimated
	Cost		Fair Value
	(In thousands)
Due in one year or less	$	122,359	$	121,552
Due after one year through five years		165,537		167,959
Due after five years through ten years		46,420		46,589
Due after ten years		26,775		26,610

Total	$	361,091	$	362,710

For purposes of the maturity tables, mortgage-backed securities, which are not due at a single maturity date, have been allocated over maturity groupings based on anticipated maturities. The mortgage-backed securities may mature earlier than their weighted-average contractual maturities because of principal prepayments.

The Company evaluates all securities quarterly to determine if any unrealized losses are deemed to be other than temporary. In completing these evaluations the Company follows the requirements of FASB ASC 320, Investments — Debt and Equity Securities. Certain investment securities are valued less than their historical cost. These declines are primarily the result of the rate for these investments yielding less than current market rates. Based on evaluation of available evidence, management believes the declines in fair value for these securities are temporary. The Company does not intend to sell or believe it will be required to sell these investments before recovery of their amortized cost bases, which may be maturity. Should the impairment of any of these securities become other than temporary, the cost basis of the investment will be reduced and the resulting loss recognized in net income in the period the other-than-temporary impairment is identified.

No securities were deemed by management to have other-than-temporary impairment for the three month periods ended March 31, 2010, besides securities for which impairment was taken in prior periods.

For the period ended March 31, 2010, the Company had $3.5 million in unrealized losses, which have been in continuous loss positions for more than twelve months. Included in the $3.5 million in unrealized losses are $1.3 million in unrealized losses, which were associated with government-sponsored securities and government-sponsored mortgage-back securities. Excluding impairment write downs taken in prior periods, the Company’s assessments indicated that the cause of the market depreciation was primarily the change in interest rates and not the issuer’s financial condition, or downgrades by rating agencies. In addition, approximately 79.7% of the Company’s investment portfolio matures in five years or less. As a result, the Company has the ability and intent to hold such securities until maturity.

The following shows gross unrealized losses and estimated fair value of investment securities available for sale aggregated by investment category and length of time that individual investment securities have been in a continuous loss position as of the periods ended March 31, 2010 and December 31, 2009:


	March 31, 2010
	Less Than 12 Months					12 Months or More					Total
	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
	Value		Losses			Value		Losses			Value		Losses
						(In thousands)
U.S. Government-sponsored enterprises	$	45,204	$	(260	)	$	—	$	—		$	45,204	$	(260	)
Mortgage-backed securities		1,681		(2	)		6,193		(1,268	)		7,874		(1,270	)
State and political subdivisions		9,903		(90	)		17,180		(916	)		27,083		(1,006	)
Other securities		—		—			1,405		(1,335	)		1,405		(1,335	)

Total	$	56,788	$	(352	)	$	24,778	$	(3,519	)	$	81,566	$	(3,871	)


	December 31, 2009
	Less Than 12 Months					12 Months or More					Total
	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
	Value		Losses			Value		Losses			Value		Losses
						(In thousands)
U.S. Government-sponsored enterprises	$	41,078	$	(463	)	$	—	$	—		$	41,078	$	(463	)
Mortgage-backed securities		10,837		(205	)		4,411		(1,485	)		15,248		(1,690	)
State and political subdivisions		10,647		(146	)		17,957		(1,229	)		28,604		(1,375	)
Other securities		—		—			1,562		(1,350	)		1,562		(1,350	)

Total	$	62,562	$	(814	)	$	23,930	$	(4,064	)	$	86,492	$	( 4,878	)

4: Loans Receivable Not Covered by Loss Share and Allowance for Loan Losses

The various categories of loans not covered by loss share are summarized as follows:


	March 31,		December 31,
	2010		2009
	(In thousands)
Real estate:
Commercial real estate loans
Non-farm/non-residential	$	822,252	$	808,983
Construction/land development		363,738		368,723
Agricultural		30,943		33,699
Residential real estate loans
Residential 1-4 family		381,451		382,504
Multifamily residential		63,602		62,609

Total real estate		1,661,986		1,656,518
Consumer		33,206		39,084
Commercial and industrial		231,867		219,847
Agricultural		12,122		10,280
Other		20,485		24,556

Loans receivable not covered by loss share		1,959,666		1,950,285

The following is a summary of activity within the allowance for loan losses:


	2010		2009
	(In thousands)
Balance, beginning of year	$	42,968	$	40,385
Additions
Provision charged to expense		3,100		1,000

Net loans charged off
Losses charged to allowance, net of recoveries of $497 and $452 for the first three months of 2010 and 2009, respectively		3,223		563


Balance, March 31	$	42,845		40,822


Additions
Provision charged to expense				10,150

Net loans charged off
Losses charged to allowance, net of recoveries of $1,450 for the last nine months of 2009				8,004


Balance, end of year			$	42,968

At March 31, 2010 and December 31, 2009, accruing loans not covered by loss share delinquent 90 days or more totaled $3.9 million and $2.9 million, respectively. Non-accruing loans not covered by loss share at March 31, 2010 and December 31, 2009 were $33.9 million and $37.1 million, respectively.

The Company did not sell any of the guaranteed portions of SBA loans during the first quarter of 2010 or 2009.

Mortgage loans held for sale of approximately $5.4 million and $4.8 million at March 31, 2010 and December 31, 2009, respectively, are included in residential 1-4 family loans. Mortgage loans held for sale are carried at the lower of cost or fair value, determined using an aggregate basis. Gains and losses resulting from sales of mortgage loans are recognized when the respective loans are sold to investors. Gains and losses are determined by the difference between the selling price and the carrying amount of the loans sold, net of discounts collected or paid. The Company obtains forward commitments to sell mortgage loans to reduce market risk on mortgage loans in the process of origination and mortgage loans held for sale. The forward commitments acquired by the Company for mortgage loans in process of origination are not mandatory forward commitments. These commitments are structured on a best efforts basis; therefore the Company is not required to substitute another loan or to buy back the commitment if the original loan does not fund. Typically, the Company delivers the mortgage loans within a few days after the loans are funded. These commitments are derivative instruments and their fair values at March 31, 2010 and December 31, 2009 were not material.

At March 31, 2010 and December 31, 2009, non-covered impaired loans totaled $51.9 million and $44.4 million, respectively. As of March 31, 2010 and 2009, average non-covered impaired loans were $48.2 million and $36.0 million, respectively. All non-covered impaired loans had designated reserves for possible loan losses. Reserves relative to non-covered impaired loans were $20.7 million and $16.6 million at March 31, 2010 and December 31, 2009, respectively. Interest recognized on non-covered impaired loans during the three months ended March 31, 2010 and 2009 was approximately $573,000 and $663,000, respectively.

5: Loans Receivable Covered by FDIC Loss Share

The Company evaluated loans purchased in conjunction with the acquisitions of Old Southern and Key West described in Note 2, Business Combinations, for impairment in accordance with the provisions of FASB ASC Topic 310-30, Loans and Debt Securities Acquired with Deteriorated Credit Quality. Purchased covered loans are considered impaired if there is evidence of credit deterioration since origination and if it is probable that not all contractually required payments will be collected. The following table reflects the carrying value of all purchased covered impaired loans as of March 31, 2010 for both the Old Southern and Key West FDIC-assisted transactions:


	Loans
	Receivable
	Covered
	by FDIC
	Loss Share
	(In thousands)
Real estate:
Commercial real estate loans
Non-farm/non-residential	$	77,787
Construction/land development		72,133
Agricultural		2,895
Residential real estate loans
Residential 1-4 family		43,885
Multifamily residential		8,119

Total real estate		204,819
Consumer		347
Commercial and industrial		20,719
Agricultural		—
Other		—

Total loans receivable covered by FDIC loss share (1)	$	225,885


(1)		These loans were not classified as nonperforming assets at March 31, 2010 as the loans are accounted for on a pooled basis and the pools are considered to be performing. Therefore, interest income, through accretion of the difference between the carrying amount of the loans and the expected cash flows, is being recognized on all purchased impaired loans.

The acquired loans were grouped into pools based on common risk characteristics and were recorded at their estimated fair values, which incorporated estimated credit losses at the acquisition dates. These loan pools are systematically reviewed by the Company to determine the risk of losses that may exceed those identified at the time of the acquisition. Techniques used in determining risk of loss are similar to the Centennial Bank non-covered loan portfolio, with most focus being placed on those loan pools which include the larger loan relationships and those loan pools which exhibit higher risk characteristics.

The following is a summary of the covered impaired loans acquired in the acquisitions during 2010 as of the dates of acquisition.


	Old Southern			Key West
	(In thousands)
Contractually required principal and interest at acquisitions	$	301,797		$	100,146
Non-accretable difference (expected losses and foregone interest)		(93,930	)		(32,699	)

Cash flows expected to be collected at acquisition		207,867			67,447
Accretable yield		(28,802	)		(20,506	)

Basis in acquired loans at acquisition	$	179,065		$	46,941

As of the respective acquisition dates, the preliminary estimates of contractually required payments receivable, including interest, for all covered impaired loans acquired in the Old Southern and Key West transactions were $407.9 million. The cash flows expected to be collected as of the acquisition dates for these loans were $275.3 million, including interest. These amounts were determined based upon the estimated remaining life of the underlying loans, which includes the effects of estimated prepayments.

Changes in the carrying amount of the accretable yield for purchased impaired and non-impaired loans were not deemed material for the three months ended March 31, 2010 for both Old Southern and Key West.

There were no allowances for loan losses related to the purchased impaired loans at March 31, 2010.

Due to the short time period between the execution of the respective purchase and assumption agreements and March 31, 2010, certain amounts related to the purchased impaired loans are preliminary estimates. Additionally, Centennial Bank and the FDIC are engaged in on-going discussions that may impact which assets and liabilities are ultimately acquired or assumed by Centennial Bank and/or the purchase prices. The estimated fair values for the purchased impaired loans were based upon the FDIC’s estimated data for excluded loans. Centennial Bank anticipates the final determination of the excluded loans will be completed in the second quarter of 2010 and expects to finalize its analysis of these loans when this occurs.

6: Goodwill and Core Deposits and Other Intangibles

Changes in the carrying amount and accumulated amortization of the Company’s goodwill and core deposits and other intangibles for the three-month period ended March 31, 2010 and for the year ended December 31, 2009, were as follows:


	March 31,		December 31,
	2010		2009
	(In thousands)
Goodwill
Balance, beginning of period	$	53,039	$	50,038
Acquisition of Centennial Bancshares, Inc.		—		3,100
Charter consolidation		—		(99	)

Balance, end of period	$	53,039	$	53,039


	2010			2009
	(In thousands)
Core Deposit and Other Intangibles
Balance, beginning of period	$	4,698		$	6,547
FDIC-assisted acquisitions		2,770			—
Amortization expense		(479	)		(463	)

Balance, March 31	$	6,989			6,084

Amortization expense					(1,386	)

Balance, end of year				$	4,698

The carrying basis and accumulated amortization of core deposits and other intangibles at March 31, 2010 and December 31, 2009 were:


	March 31,		December 31,
	2010		2009
	(In thousands)
Gross carrying amount	$	16,921	$	14,151
Accumulated amortization		9,932		9,453

Net carrying amount	$	6,989	$	4,698

Core deposit and other intangible amortization was approximately $479,000 and $463,000 for each of the three-months ended March 31, 2010 and 2009. Including all of the mergers completed, HBI’s estimated amortization expense of core deposits and other intangibles for each of the years 2010 through 2014 is: 2010 — $2.2 million; 2011 — $1.5 million; 2012 — $1.1 million; 2013 — $1.1 million; and 2014 — $953,000.

Goodwill is tested annually for impairment during the fourth quarter. If the implied fair value of goodwill is lower than its carrying amount, goodwill impairment is indicated and goodwill is written down to its implied fair value. Subsequent increases in goodwill value are not recognized in the financial statements.

7: Deposits

The aggregate amount of time deposits with a minimum denomination of $100,000 was $336.1 million and $482.6 million at March 31, 2010 and December 31, 2009, respectively. Interest expense applicable to certificates in excess of $100,000 totaled $2.4 million and $3.6 million for the three months ended March 31, 2010 and 2009, respectively. As of March 31, 2010 and December 31, 2009, brokered deposits were $53.9 million and $71.0 million, respectively.

Deposits totaling approximately $238.7 million and $206.6 million at March 31, 2010 and December 31, 2009, respectively, were public funds obtained primarily from state and political subdivisions in the United States.

8: Securities Sold Under Agreements to Repurchase

From time to time, primarily as a short-term financing arrangement for investment or liquidity purposes, the Company has entered into repurchase agreements with certain business customers. This involves the “selling” of one or more of the securities in the Company’s investment portfolio and by entering into an agreement to “repurchase” that same security at an agreed upon later date. A rate of interest is paid by the Company for the subject period of time. At March 31, 2010 and December 31, 2009, securities sold under agreements to repurchase totaled $55.4 million and $62.0 million, respectively.

9: FHLB Borrowed Funds

The Company’s FHLB borrowed funds were $254.5 million and $264.4 million at March 31, 2010 and December 31, 2009, respectively. All of the outstanding balance for March 31, 2010 and December 31, 2009 includes long-term advances. The FHLB advances mature from the current year to 2025 with fixed interest rates ranging from 2.020% to 5.076% and are secured by loans and investments securities. As of March 31, 2010, the Company has four short-term rate advances associated with the Key West Acquisition with a rates ranging from 0.46% to 0.90%. Expected maturities will differ from contractual maturities, because FHLB may have the right to call or prepay certain obligations.

10: Subordinated Debentures

Subordinated Debentures at March 31, 2010 and December 31, 2009 consisted of guaranteed payments on trust preferred securities with the following components:


	March 31,		December 31,
	2010		2009
	(In thousands)
Subordinated debentures, issued in 2003, due 2033, fixed at 6.40%, during the first five years and at a floating rate of 3.15% above the three-month LIBOR rate, reset quarterly, thereafter, currently callable without penalty	$	20,619	$	20,619
Subordinated debentures, issued in 2000, due 2030, fixed at 10.60%, callable in 2010 with a penalty ranging from 5.30% to 0.53% depending on the year of prepayment, callable in 2020 without penalty		3,130		3,152
Subordinated debentures, issued in 2003, due 2033, floating rate of 3.15% above the three-month LIBOR rate, reset quarterly, currently callable without penalty		5,155		5,155
Subordinated debentures, issued in 2005, due 2035, fixed rate of 6.81% during the first ten years and at a floating rate of 1.38% above the three-month LIBOR rate, reset quarterly, thereafter, callable in 2010 without penalty		15,465		15,465
Subordinated debentures, issued in 2006, due 2036, fixed rate of 6.75% during the first five years and at a floating rate of 1.85% above the three-month LIBOR rate, reset quarterly, thereafter, callable in 2011 without penalty		3,093		3,093

Total subordinated debt	$	47,462	$	47,484

The trust preferred securities are tax-advantaged issues that qualify for Tier 1 capital treatment subject to certain limitations. Distributions on these securities are included in interest expense. Each of the trusts is a statutory business trust organized for the sole purpose of issuing trust securities and investing the proceeds thereof in junior subordinated debentures of the Company, the sole asset of each trust. The preferred trust securities of each trust represent preferred beneficial interests in the assets of the respective trusts and are subject to mandatory redemption upon payment of the junior subordinated debentures held by the trust. The Company wholly owns the common securities of each trust. Each trust’s ability to pay amounts due on the trust preferred securities is solely dependent upon the Company making payment on the related junior subordinated debentures. The Company’s obligations under the junior subordinated securities and other relevant trust agreements, in aggregate, constitute a full and unconditional guarantee by the Company of each respective trust’s obligations under the trust securities issued by each respective trust.

Presently, the funds raised from the trust preferred offerings qualify as Tier 1 capital for regulatory purposes, subject to the applicable limit, with the balance qualifying as Tier 2 capital.

The Company holds two trust preferred securities which are currently callable without penalty based on the terms of the specific agreements. The 2009 agreement between the Company and the Treasury limits our ability to retire any of our qualifying capital. As a result, the notes previously mentioned are not currently eligible to be paid off.

11: Income Taxes

The following is a summary of the components of the provision for income taxes for the three-month period ended March 31:


	Three Months Ended March 31,
	2010		2009
	(In thousands)
Current:
Federal	$	3,142	$	3,422
State		645		648

Total current		3,787		4,070


Deferred:
Federal		3,523		(986	)
State		661		(195	)

Total deferred		4,184		(1,181	)

Provision for income taxes	$	7,971	$	2,889

The reconciliation between the statutory federal income tax rate and effective income tax rate is as follows for the three-month period ended March 31:


	Three Months Ended
	March 31,
	2010			2009
Statutory federal income tax rate		35.00	%		35.00	%
Effect of nontaxable interest income		(2.55	)		(5.13	)
Cash value of life insurance		(0.67	)		(1.83	)
State income taxes, net of federal benefit		3.80			3.22
Other		0.09			0.37

Effective income tax rate		35.67	%		31.63	%

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


	March 31,		December 31,
	2010		2009
	(In thousands)
Deferred tax assets:
Allowance for loan losses	$	16,567	$	16,760
Deferred compensation		882		937
Stock options		405		389
Non-accrual interest income		1,228		1,115
Impairment of investment securities		39		39
Real estate owned		503		504
Unrealized loss on securities		—		—
Net operating loss carryforward		—		—
Other		698		633

Gross deferred tax assets		20,322		20,377

Deferred tax liabilities:
Accelerated depreciation on premises and equipment		2,325		2,501
Unrealized gain on securities		635		114
Core deposit intangibles		1,621		1,823
Gain on acquisition		4,625		—
FHLB dividends		855		850
Other		189		312

Gross deferred tax liabilities		10,250		5,600

Net deferred tax assets	$	10,072	$	14,777

12: Common Stock and Stock Compensation Plans

In September 2009, the Company raised common equity through an underwritten public offering by issuing 4,950,000 shares of common stock at $19.85. The net proceeds of the offering after deducting underwriting discounts and commissions and offering expenses were $93.3 million. In October 2009, the underwriter’s of our stock offering exercised and completed their option to purchase an additional 742,500 shares of common stock at $19.85 to cover over-allotments. The net proceeds of the exercise of the over-allotment option after deducting underwriting discounts and commissions were $14.0 million. The total net proceeds of the offering after deducting underwriting discounts and commissions and offering expenses were $107.3 million.

On January 16, 2009, we issued and sold, and the United States Department of the Treasury purchased, (1) 50,000 shares of the Company’s Fixed Rate Cumulative Perpetual Preferred Stock Series A, liquidation preference of $1,000 per share, and (2) a ten-year warrant to purchase up to 288,129 shares of the Company’s common stock, par value $0.01 per share, at an exercise price of $26.03 per share, for an aggregate purchase price of $50.0 million in cash. Cumulative dividends on the Preferred Shares will accrue on the liquidation preference at a rate of 5% per annum for the first five years, and at a rate of 9% per annum thereafter. As a result of the recent public stock offering, the number of shares of common stock underlying the ten-year warrant held by the Treasury, has been reduced by half to 144,065 shares of our common stock at an exercise price of $26.03 per share.

These preferred shares will qualify as Tier 1 capital. The preferred shares will be callable at par after three years. Prior to the end of three years, the preferred shares may be redeemed with the proceeds from a qualifying equity offering of any Tier 1 perpetual preferred or common stock. The Treasury must approve any quarterly cash dividend on our common stock above $0.06 per share or share repurchases until three years from the date of the investment unless the shares are paid off in whole or transferred to a third party.

Stock Compensation Plans

The Company has a stock option and performance incentive plan. The purpose of the plan is to attract and retain highly qualified officers, directors, key employees, and other persons, and to motivate those persons to improve our business results. This plan provides for the granting of incentive nonqualified options to purchase up to 1,620,000 of common stock in the Company.

Total unrecognized compensation cost, net of income tax benefit, related to non-vested awards, which are expected to be recognized over the vesting periods, is approximately $76,000 as of March 31, 2010. The intrinsic value of the stock options outstanding and stock options vested at March 31, 2010 was $11.2 million and $10.9 million, respectively. The intrinsic value of the stock options exercised during the three-month period ended March 31, 2010 was approximately $118,000.

The table below summarized the transactions under the Company’s stock option plans at March 31, 2010 and December 31, 2009 and changes during the three-month period and year then ended, respectively:


	For the Three Months Ended				For the Year Ended
	March 31, 2010				December 31, 2009
			Weighted				Weighted
			Average				Average
			Exercisable				Exercisable
	Shares (000)		Price		Shares (000)		Price
Outstanding, beginning of year		759	$	11.51		1,069	$	11.72
Granted		—		—		—		—
Forfeited/Expired		—		—		183		13.12
Exercised		8		10.92		127		10.95

Outstanding, end of period		751		11.52		759		11.51

Exercisable, end of period		711	$	11.05		708	$	10.92

Stock-based compensation expense for all stock-based compensation awards granted after January 1, 2006, is based on the grant date fair value. For stock option awards, the fair value is estimated at the date of grant using the Black-Scholes option-pricing model. This model requires the input of highly subjective assumptions, changes to which can materially affect the fair value estimate. Additionally, there may be other factors that would otherwise have a significant effect on the value of employee stock options granted but are not considered by the model. Accordingly, while management believes that the Black-Scholes option-pricing model provides a reasonable estimate of fair value, the model does not necessarily provide the best single measure of fair value for the Company’s employee stock options. There were no options granted during the three-months ended March 31, 2010. There were no options granted during the year-ended December 31, 2009. The fair value of each option granted is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions:


	For the Three Months Ended	For the Year Ended
	March 31, 2010	December 31, 2009
Expected dividend yield	Not applicable	Not applicable
Expected stock price volatility	Not applicable	Not applicable
Risk-free interest rate	Not applicable	Not applicable
Expected life of options	Not applicable	Not applicable

The following is a summary of currently outstanding and exercisable options at March 31, 2010:


Options Outstanding							Options Exercisable
			Weighted-
			Average
			Remaining		Weighted-				Weighted-
	Options		Contractual		Average		Options		Average
	Outstanding		Life (in		Exercise		Exercisable		Exercise
Exercise Prices	Shares (000)		years)		Price		Shares (000)		Price
$ 5.69 to $6.19		3		2.22	$	5.88		3	$	5.88
$ 6.79 to $7.71		166		2.58		6.85		166		6.85
$ 8.64 to $9.55		88		3.43		9.41		88		9.41
$10.50 to $10.81		47		5.31		10.59		47		10.59
$11.73 to $11.73		173		6.80		11.73		173		11.73
$12.20 to $12.20		175		5.96		12.20		175		12.20
$18.32 to $19.60		55		7.44		19.03		27		19.08
$20.35 to $20.48		17		7.10		20.43		9		20.42
$22.36 to $25.01		27		7.14		22.86		23		22.48

		751						711

During the third quarter of 2009, the Company granted 6,400 shares of restricted common stock to its President and Chief Operating Officer. Due to the death of this officer, these shares of restricted shares became fully vested. The amount of expense during the first quarter of 2010 associated with the vesting of the 6,400 shares was approximately $144,000. These restricted shares are also limited by the 2009 agreement between the Company and the Treasury. This Treasury agreement has additional provisions concerning the transferability of the shares and the continuation of performing substantial services for the Company.

During the fourth quarter of 2009, the Company granted 4,545 shares of restricted common stock. The restricted shares will vest equally each year over three years beginning on the third anniversary of the grant.

During the first quarter of 2010, the Company granted 17,100 shares of restricted common stock. The restricted shares will vest equally each year over three years beginning on the first anniversary of the grant. Of the 17,100 shares of restricted stock granted, 13,600 shares are also limited by the 2009 agreement between the Company and the Treasury. This Treasury agreement has additional provisions concerning the transferability of the shares and the continuation of performing substantial services for the Company. Due to the death of the Company’s President, 1,600 of restricted shares became fully vested. The amount of expense during the first quarter of 2010 associated with the vesting of the 1,600 shares was approximately $39,000.

13. Non-Interest Expense

The table below shows the components of non-interest expense for three months ended March 31, 2010 and 2009:


	Three Months Ended
	March 31,
	2010		2009
	(In thousands)
Salaries and employee benefits	$	8,534	$	8,944
Occupancy and equipment		2,799		2,677
Data processing expense		862		777
Other operating expenses:
Advertising		366		600
Merger expenses		1,059		742
Amortization of intangibles		479		463
Amortization of mortgage servicing rights		218		147
Electronic banking expense		477		863
Directors’ fees		145		284
Due from bank service charges		90		100
FDIC and state assessment		898		965
Insurance		300		297
Legal and accounting		388		435
Mortgage servicing expense		84		72
Other professional fees		313		259
Operating supplies		186		213
Postage		150		176
Telephone		138		178
Other expense		1,069		1,070

Total other operating expenses		6,360		6,864

Total non-interest expense	$	18,555	$	19,262

14: Concentration of Credit Risks

The Company’s primary market area is in central Arkansas, north central Arkansas, northwest Arkansas, southern Arkansas, central Florida, southwest Florida and the Florida Keys (Monroe County). The Company primarily grants loans to customers located within these geographical areas unless the borrower has an established relationship with the Company.

The diversity of the Company’s economic base tends to provide a stable lending environment. Although the Company has a loan portfolio that is diversified in both industry and geographic area, a substantial portion of its debtors’ ability to honor their contracts is dependent upon real estate values, tourism demand and the economic conditions prevailing in its market areas.

15: Significant Estimates and Concentrations

Accounting principles generally accepted in the United States of America require disclosure of certain significant estimates and current vulnerabilities due to certain concentrations. Estimates related to the allowance for loan losses and certain concentrations of credit risk are reflected in Note 4, while deposit concentrations are reflected in Note 7.

Although the Company has a diversified loan portfolio, at March 31, 2010 and December 31, 2009, non-covered commercial real estate loans represented 62.1% and 62.1% of gross non-covered loans and 254.4% and 260.5% of total stockholders’ equity, respectively. Non-covered residential real estate loans represented 22.7% and 22.8% of gross loans and 93.0% and 95.7% of total stockholders’ equity at March 31, 2010 and December 31, 2009, respectively.

The current economic environment presents financial institutions with unprecedented circumstances and challenges which in some cases have resulted in large declines in the fair values of investments and other assets, constraints on liquidity and significant credit quality problems, including severe volatility in the valuation of real estate and other collateral supporting loans. The financial statements have been prepared using values and information currently available to the Company.

Given the volatility of current economic conditions, the values of assets and liabilities recorded in the financial statements could change rapidly, resulting in material future adjustments in asset values, the allowance for loan losses and capital that could negatively impact the Company’s ability to meet regulatory capital requirements and maintain sufficient liquidity.

16: Commitments and Contingencies

In the ordinary course of business, the Company makes various commitments and incurs certain contingent liabilities to fulfill the financing needs of their customers. These commitments and contingent liabilities include lines of credit and commitments to extend credit and issue standby letters of credit. The Company applies the same credit policies and standards as they do in the lending process when making these commitments. The collateral obtained is based on the assessed creditworthiness of the borrower.

At March 31, 2010 and December 31, 2009, commitments to extend credit of $309.1 million and $299.4 million, respectively, were outstanding. A percentage of these balances are participated out to other banks; therefore, the Company can call on the participating banks to fund future draws. Since some of these commitments are expected to expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements.

Outstanding standby letters of credit are contingent commitments issued by the Company, generally to guarantee the performance of a customer in third-party borrowing arrangements. The term of the guarantee is dependent upon the credit worthiness of the borrower some of which are long-term. The amount of collateral obtained, if deemed necessary, is based on management’s credit evaluation of the counterparty. Collateral held varies but may include accounts receivable, inventory, property, plant and equipment, commercial real estate and residential real estate. Management uses the same credit policies in granting lines of credit as it does for on-balance-sheet instruments. The maximum amount of future payments the Company could be required to make under these guarantees at March 31, 2010 and December 31, 2009, is $17.4 million and $15.6 million, respectively.

The Company and/or its subsidiary bank have various unrelated legal proceedings, most of which involve loan foreclosure activity pending, which, in the aggregate, are not expected to have a material adverse effect on the financial position and results of operations of the Company.

17: Regulatory Matters

The Bank is subject to a legal limitation on dividends that can be paid to the parent company without prior approval of the applicable regulatory agencies. Arkansas bank regulators have specified that the maximum dividend limit state banks may pay to the parent company without prior approval is 75% of the current year earnings plus 75% of the retained net earnings of the preceding year. Since, the Bank is also under supervision of the Federal Reserve, they are further limited if the total of all dividends declared in any calendar year by the Bank exceeds the Bank’s net profits to date for that year combined with its retained net profits for the preceding two years. In 2009, the Company received a dividend for $2.1 million from its banking subsidiary. During the first three months of 2010, the Company did not request any dividends from its banking subsidiary. As a result of the additional common equity raised through an underwritten public offering during September 2009, the Company does not anticipate requesting dividends from its banking subsidiary during 2010.

The Federal Reserve Board’s risk-based capital guidelines include the definitions for (1) a well-capitalized institution, (2) an adequately-capitalized institution, and (3) and undercapitalized institution. The criteria for a well-capitalized institution are: a 5% “Tier 1 leverage capital” ratio, a 6% “Tier 1 risk-based capital” ratio, and a 10% “total risk-based capital” ratio. As of March 31, 2010, the Bank met the capital standards for a well-capitalized institution. The Company’s “Tier 1 leverage capital” ratio, “Tier 1 risk-based capital” ratio, and “total risk-based capital” ratio were 17.26%, 19.42%, and 20.68%, respectively, as of March 31, 2010.

18: Additional Cash Flow Information

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


	Three Months Ended
	March 31,
	2010		2009
	(In thousands)
Interest paid	$	8,548	$	11,416
Income taxes paid		3,950		—
Assets acquired by foreclosure		3,180		9,424

In connection with the Old Southern Acquisition and Key West Acquisition, accounted for by using the purchase method, the Company acquired approximately $345.1 million and $89.6 million in assets, assumed $335.4 million and $87.5 million in liabilities, and received net funds of $9.7 million and $2.1 million, respectively during March 2010. The following is a summary of the Company’s additional cash flow information during the three months ended:


	Three Months Ended
	March 31,
	2010
	(In thousands)
Acquisitions:
Assets acquired — Old Southern	$	345,084
Liabilities assumed — Old Southern		335,367

Bargain purchase gain	$	9,717


Assets acquired — Key West	$	89,592
Liabilities assumed — Key West		87,519

Bargain purchase gain	$	2,073

19: Financial Instruments

Effective January 1, 2008, the Company adopted FASB ASC 820, Fair Value Measurements and Disclosures. FASB ASC 820 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. FASB ASC 820 has been applied prospectively as of the beginning of the period.

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

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

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

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

Available-for-sale securities are the only material instruments valued on a recurring basis which are held by the Company at fair value. The Company does not have any Level 1 securities. Primarily all of the Company’s securities are considered to be Level 2 securities. These Level 2 securities consist of U.S. government-sponsored enterprises, mortgage-backed securities plus state and political subdivisions. As of March 31, 2010, Level 3 securities were immaterial.

Impaired loans that are collateral dependent are the only material financial assets valued on a non-recurring basis which are held by the Company at fair value. Loan impairment is reported when full payment under the loan terms is not expected. Impaired loans are carried at the fair value of collateral if the loan is collateral dependent. A portion of the allowance for loan losses is allocated to impaired loans if the value of such loans is deemed to be less than the unpaid balance. If these allocations cause the allowance for loan losses to require increase, such increase is reported as a component of the provision for loan losses. Loan losses are charged against the allowance when management believes the uncollectability of a loan is confirmed. Non-covered impaired loans, net of specific allowance, were $31.2 million and $27.8 million as of March 31, 2010 and December 31, 2009, respectively. This valuation would be considered Level 3, consisting of appraisals of underlying collateral.

Foreclosed assets held for sale are the only material non-financial assets valued on a non-recurring basis which are held by the Company at fair value, less estimated costs to sell. At foreclosure, if the fair value, less estimated costs to sell, of the real estate acquired is less than the Company’s recorded investment in the related loan, a write-down is recognized through a charge to the allowance for loan losses. Additionally, valuations are periodically performed by management and any subsequent reduction in value is recognized by a charge to income. The fair value of foreclosed assets held for sale is estimated using Level 2 inputs based on observable market data. As of March 31, 2010 and December 31, 2009, the fair value of foreclosed assets held for sale not covered by loss share, less estimated costs to sell was $17.6 million and $16.5 million, respectively.

Fair Values of Financial Instruments

The following methods and assumptions were used by the Company in estimating fair values of financial instruments as disclosed in these notes:

Cash and cash equivalents and federal funds sold — For these short-term instruments, the carrying amount is a reasonable estimate of fair value.

Net loans receivable not covered by loss share, net of non-covered impaired loans — For variable-rate loans that reprice frequently and with no significant change in credit risk, fair values are assumed to approximate the carrying amounts. The fair values for fixed-rate loans are estimated using discounted cash flow analysis, based on interest rates currently being offered for loans with similar terms to borrowers of similar credit quality. Loan fair value estimates include judgments regarding future expected loss experience and risk characteristics.

Net loans receivable covered by FDIC loss share — 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. Loans were grouped together according to similar characteristics and were treated in the aggregate when applying various valuation techniques. The discount rates used for loans 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.

FDIC indemnification asset — Although this asset is a contractual receivable from the FDIC, there is no effective interest rate. The Bank will collect this asset over the next several years. The amount ultimately collected will depend on the timing and amount of collections and charge-offs on the acquired assets covered by the loss sharing agreement. While this asset was recorded at its estimated fair value at acquisition date, it is not practicable to complete a fair value analysis on a quarterly or annual basis. This would involve preparing a fair value analysis of the entire portfolio of loans and foreclosed assets covered by the loss sharing agreement on a quarterly or annual basis in order to estimate the fair value of the FDIC indemnification asset.

Accrued interest receivable — The carrying amount of accrued interest receivable approximates its fair value.

Deposits and securities sold under agreements to repurchase — The fair values of demand, savings deposits and securities sold under agreements to repurchase are, by definition, equal to the amount payable on demand and therefore approximate their carrying amounts. The fair values for time deposits are estimated using a discounted cash flow calculation that utilizes interest rates currently being offered on time deposits with similar contractual maturities.

Federal funds purchased — The carrying amount of federal funds purchased approximates its fair value.

FHLB and other borrowed funds — For short-term instruments, the carrying amount is a reasonable estimate of fair value. The fair value of long-term debt is estimated based on the current rates available to the Company for debt with similar terms and remaining maturities.

Accrued interest payable — The carrying amount of accrued interest payable approximates its fair value.

Subordinated debentures — The fair value of subordinated debentures is estimated using the rates that would be charged for subordinated debentures of similar remaining maturities.

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

The following table presents the estimated fair values of the Company’s financial instruments. The fair values of certain of these instruments were calculated by discounting expected cash flows, which involves significant judgments by management and uncertainties. Fair value is the estimated amount at which financial assets or liabilities could be exchanged in a current transaction between willing parties other than in a forced or liquidation sale. Because no market exists for certain of these financial instruments and because management does not intend to sell these financial instruments, the Company does not know whether the fair values shown below represent values at which the respective financial instruments could be sold individually or in the aggregate.


	March 31, 2010
	Carrying
	Amount		Fair Value
	(In thousands)
Financial assets:
Cash and cash equivalents	$	193,009	$	193,009
Federal funds sold		11,207		11,207
Loans receivable not covered by loss share, net of non-covered impaired loans and allowance		1,885,671		1,882,646
Loans receivable covered by FDIC loss share		225,885		225,885
FDIC indemnification asset		88,274		88,274
Accrued interest receivable		14,854		14,854

Financial liabilities:
Deposits:
Demand and non-interest bearing	$	354,663	$	354,663
Savings and interest-bearing transaction accounts		863,988		863,988
Time deposits		1,002,437		1,007,422
Federal funds purchased		—		—
Securities sold under agreements to repurchase		55,403		55,403
FHLB and other borrowed funds		254,548		255,503
Accrued interest payable		2,948		2,948
Subordinated debentures		47,462		62,042


	December 31, 2009
	Carrying
	Amount		Fair Value
	(In thousands)
Financial assets:
Cash and cash equivalents	$	173,490	$	173,490
Federal funds sold		11,760		11,760
Loans receivable not covered by loss share, net of non-covered impaired loans and allowance		1,879,544		1,876,544
Accrued interest receivable		13,137		13,137

Financial liabilities:
Deposits:
Demand and non-interest bearing	$	302,228	$	302,228
Savings and interest-bearing transaction accounts		714,744		714,744
Time deposits		818,451		823,137
Federal funds purchased		—		—
Securities sold under agreements to repurchase		62,000		62,000
FHLB and other borrowed funds		264,360		265,246
Accrued interest payable		3,245		3,245
Subordinated debentures		47,484		62,466

20: Recent Accounting Pronouncements

In June 2009, FASB issued FASB ASC 860, Transfers and Servicing. The objective of FASB ASC 860 is to improve the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial statements about a transfer of financial assets; the effects of a transfer on its financial position, financial performance, and cash flows; and a transferor’s continuing involvement in transferred financial assets. FASB ASC 860 shall be effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period, and for interim and annual reporting periods thereafter. The adoption of ASC 860 did not have a material effect on the Company’s consolidated financial statements.

In June 2009, FASB issued FASB ASC 810, Consolidation. The objective of FASB ASC 810 is to improve financial reporting by enterprises involved with variable interest entities and to provide more relevant and reliable information to users of financial statements. FASB ASC 810 shall be effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period, and for interim and annual reporting periods thereafter. Earlier application is prohibited. The adoption of ASC 810 did not have a material effect on the Company’s consolidated financial statements.

In January 2010, FASB issued an amendment to FASB ASC 820, Fair Value Measurements and Disclosures. The objective of this amendment requires new disclosures regarding significant transfers in and out of Level 1 and 2 fair value measurements and the reasons for the transfers. This amendment also requires that a reporting entity should present information separately about purchases, sales, issuances and settlements, on a gross basis rather than a net basis for activity in Level 3 fair value measurements using significant unobservable inputs. This amendment also clarifies existing disclosures on the level of disaggregation, in that the reporting entity needs to use judgment in determining the appropriate classes of assets and liabilities, and that a reporting entity should provide disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements for Level 2 and 3. The new disclosures and clarifications of existing disclosures for ASC 820 are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the rollforward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The adoption of ASC 820 did not have a material effect on the Company’s consolidated financial statements.

Presently, the Company is not aware of any other changes from the Financial Accounting Standards Board that will have a material impact on the Company’s present or future financial statements.

21. Subsequent Events

On April 22, 2010, our Board of Directors declared a 10% stock dividend which will be paid June 4, 2010 to shareholders of record as of May 14, 2010. Except for fractional shares, the holders of our common stock will receive 10% additional common stock on June 4, 2010. The common shareholders will receive cash in lieu of fractional shares.

Subsequent events have been evaluated through the date the financial statements were issued.

Report of Independent Registered Public Accounting Firm

Audit Committee, Board of Directors and Stockholders
Home BancShares, Inc.
Conway, Arkansas

We have reviewed the accompanying condensed consolidated balance sheet of Home BancShares, Inc. as of March 31, 2010 and the related condensed consolidated statements of income, statements of stockholders’ equity and cash flows for the three-month periods ended March 31, 2010 and 2009. These interim financial statements are the responsibility of the Company’s management.

We conducted our reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should be made to the condensed consolidated financial statements referred to above for them to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet as of December 31, 2009, and the related consolidated statements of income, stockholders’ equity and cash flows for the year then ended (not presented herein); and in our report dated March 5, 2010, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 2009, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.



	/s/ BKD, LLP

Little Rock, Arkansas
May 10, 2010


Item 2:		MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our Form 10-K, filed with the Securities and Exchange Commission on March 5, 2010, which includes the audited financial statements for the year ended December 31, 2009. Unless the context requires otherwise, the terms “Company”, “us”, “we”, and “our” refer to Home BancShares, Inc. on a consolidated basis.

General

We are a bank holding company headquartered in Conway, Arkansas, offering a broad array of financial services through our wholly owned bank subsidiary. As of March 31, 2010, we had, on a consolidated basis, total assets of $3.08 billion, loans receivable not covered by loss share of $1.96 billion, total deposits of $2.22 billion, and stockholders’ equity of $478.3 million.

We generate most of our revenue from interest on loans and investments, service charges, and mortgage banking income. Deposits and FHLB borrowed funds are our primary source of funding. Our largest expenses are interest on our funding sources and salaries and related employee benefits. We measure our performance by calculating our return on average common equity, return on average assets, and net interest margin. We also measure our performance by our efficiency ratio, which is calculated by dividing non-interest expense less amortization of core deposit intangibles by the sum of net interest income on a tax equivalent basis and non-interest income.

Key Financial Measures


	As of or for the Three Months
	Ended March 31,
	2010			2009
	(Dollars in thousands, except per share data)
Total assets	$	3,078,199		$	2,586,151
Loans receivable not covered by loss share		1,959,666			1,950,285
Loans receivable covered by FDIC loss share		225,885			—
Total deposits		2,221,088			1,836,447
Net income		14,374			6,245
Net income available to common stockholders		13,704			5,679
Basic earnings per common share		0.53			0.29
Diluted earnings per common share		0.53			0.28
Diluted cash earnings per common share (1)		0.54			0.30
Annualized net interest margin — FTE		4.26	%		3.93	%
Efficiency ratio		40.12			62.12
Annualized return on average assets		2.12			0.97
Annualized return on average common equity		13.28			8.02


(1)		See Table 18 “Diluted Cash Earnings Per Share” for a reconciliation to GAAP for diluted cash earnings per share.

Overview

Results of Operations for Three Months Ended March 31, 2010 and 2009

Our net income increased 130.2% to $14.4 million for the three-month period ended March 31, 2010, from $6.2 million for the same period in 2009. On a diluted earnings per share basis, our earnings were $0.53 and $0.28 for the three-month periods ended March 31, 2010 and 2009, respectively. The $8.1 million increase in net income is primarily associated with an $11.8 million pre-tax gain on the recent FDIC-assisted acquisitions, a 33 basis point increase in net interest margin, reduced salaries and employee benefits offset by the higher provision for loan losses and lower mortgage lending income.

In addition to the $11.8 million pre-tax gain on the acquisitions, the Company incurred $1.1 million of acquisition expenses for the transactions during the first quarter of 2010. The combined financial impact of these items to the Company on an after-tax basis is a profit of $6.5 million or $0.25 diluted earnings per common share. If adjusted for these non core items, the announced profit for the first quarter of 2010 would reflect core net income of $7.9 million or $0.28 diluted earnings per share.

Our annualized return on average assets was 2.12% for the three months ended March 31, 2010, compared to 0.97% for the same period in 2009. Our annualized return on average common equity was 13.28% for the three months ended March 31, 2010, compared to 8.02% for the same period in 2009, respectively. The improvements in annualized return on average assets and annualized return on average common equity were primarily due to the previously discussed changes in earnings for the three months ended March 31, 2010, compared to the same period in 2009.

Our annualized net interest margin, on a fully taxable equivalent basis, was 4.26% for the three months ended March 31, 2010, compared to 3.93% for the same period in 2009. Our ability to improve pricing on our deposits and hold down the decline of interest rates on earning assets allowed the Company to expand net interest margin by 33 basis points.

Our efficiency ratio was 40.12% for the three months ended March 31, 2010, compared to 62.12% for the same period in 2009. This positive progress was primarily due to the gains earned on acquisitions, our ability to raise net interest margin and the continued improvement of our overall operations. Excluding the $6.5 million after-tax combined profit on the first quarter 2010 acquisitions, our core efficiency ratio would have been 51.16%.

Financial Condition as of and for the Period Ended March 31, 2010 and December 31, 2009

Our total assets as of March 31, 2010 increased $393.3 million, an annualized growth of 59.4%, to $3.08 billion from the $2.68 billion reported as of December 31, 2009. Our loan portfolio not covered by loss share increased slightly by $9.4 million, an annualized growth of 2.0%, to $1.96 billion as of March 31, 2010, from $1.95 billion as of December 31, 2009. Stockholders’ equity increased $13.4 million to $478.3 million as of March 31, 2010, compared to $465.0 million as of December 31, 2009. The increase in assets is primarily associated with asset acquired in our recent FDIC-assisted acquisitions. The increase in stockholders’ equity is primarily associated with the gains on our FDIC-assisted acquisitions plus normal increases in retained earnings. The annualized growth in stockholders’ equity for the first three months of 2010 was 11.7%.

As of March 31, 2010, our non-performing non-covered loans slightly improved to $37.8 million, or 1.93%, of total non-covered loans from $39.9 million, or 2.05%, of total non-covered loans as of December 31, 2009. The allowance for loan losses as a percent of non-performing loans increased to 113.28% as of March 31, 2010, compared to 107.57% as of December 31, 2009. Non-performing non-covered loans in Florida were $28.1 million at March 31, 2010 compared to $30.2 million as of December 31, 2009.

As of March 31, 2010, our non-performing non-covered assets slightly improved to $55.8 million, or 2.03%, of total non-covered assets from $56.8 million, or 2.12%, of total non-covered assets as of December 31, 2009. Non-performing non-covered assets in Florida were $40.3 million at March 31, 2010 compared to $40.8 million as of December 31, 2009.

Critical Accounting Policies

Overview. We prepare our consolidated financial statements based on the selection of certain accounting policies, generally accepted accounting principles and customary practices in the banking industry. These policies, in certain areas, require us to make significant estimates and assumptions. Our accounting policies are described in detail in the notes to our consolidated financial statements in Note 1 of the audited consolidated financial statements included in our Form 10-K, filed with the Securities and Exchange Commission.

We consider a policy critical if (i) the accounting estimate requires assumptions about matters that are highly uncertain at the time of the accounting estimate; and (ii) different estimates that could reasonably have been used in the current period, or changes in the accounting estimate that are reasonably likely to occur from period to period, would have a material impact on our financial statements. Using these criteria, we believe that the accounting policies most critical to us are those associated with our lending practices, including the accounting for the allowance for loan losses, investments, intangible assets, income taxes and stock options.

Investments. Securities available for sale are reported at fair value with unrealized holding gains and losses reported as a separate component of stockholders’ equity and other comprehensive income (loss). Securities that are held as available for sale are used as a part of our asset/liability management strategy. Securities that may be sold in response to interest rate changes, changes in prepayment risk, the need to increase regulatory capital, and other similar factors are classified as available for sale.

Loans Receivable Not Covered by Loss Share and Allowance for Loan Losses. Substantially all of our loans receivable not covered by loss share are reported at their outstanding principal balance adjusted for any charge-offs, as it is management’s intent to hold them for the foreseeable future or until maturity or payoff, except for mortgage loans held for sale. Interest income on loans is accrued over the term of the loans based on the principal balance outstanding.

The allowance for loan losses is established through a provision for loan losses charged against income. The allowance represents an amount that, in management’s judgment, will be adequate to absorb probable credit losses on identifiable loans that may become uncollectible and probable credit losses inherent in the remainder of the loan portfolio. The amounts of provisions for loan losses are based on management’s analysis and evaluation of the loan portfolio for identification of problem credits, internal and external factors that may affect collectability, relevant credit exposure, particular risks inherent in different kinds of lending, current collateral values and other relevant factors.

The allowance consists of allocated and general components. The allocated component relates to loans that are classified as impaired. For those loans that are classified as impaired, an allowance is established when the discounted cash flows, or collateral value or observable market price of the impaired loan is lower than the carrying value of that loan. The general component covers nonclassified loans and is based on historical charge-off experience and expected loss given default derived from the Bank’s internal risk rating process. Other adjustments may be made to the allowance for pools of loans after an assessment of internal or external influences on credit quality that are not fully reflected in the historical loss or risking rating data.

Loans considered impaired, under FASB ASC 310-10-35 (formerly SFAS No. 114, Accounting by Creditors for Impairment of a Loan, as amended by SFAS No. 118, Accounting by Creditors for Impairment of a Loan-Income Recognition and Disclosures), are loans for which, based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement. The Company applies this policy even if delays or shortfalls in payment are expected to be insignificant. The aggregate amount of impairment of loans is utilized in evaluating the adequacy of the allowance for loan losses and amount of provisions thereto. Losses on impaired loans are charged against the allowance for loan losses when in the process of collection it appears likely that such losses will be realized. The accrual of interest on impaired loans is discontinued when, in management’s opinion, the borrower may be unable to meet payments as they become due. When accrual of interest is discontinued, all unpaid accrued interest is reversed.

Groups of loans with similar risk characteristics, including individually evaluated loans not determined to be impaired, are collectively evaluated for impairment based on the group’s historical loss experience adjusted for changes in trends, conditions and other relevant factors that affect repayment of the loans. Accordingly, the Company does not separately identify individual consumer and residential loans for impairment measurements.

Loans are placed on non-accrual status when management believes that the borrower’s financial condition, after giving consideration to economic and business conditions and collection efforts, is such that collection of interest is doubtful, or generally when loans are 90 days or more past due. Loans are charged against the allowance for loan losses when management believes that the collectability of the principal is unlikely. Accrued interest related to non-accrual loans is generally charged against the allowance for loan losses when accrued in prior years and reversed from interest income if accrued in the current year. Interest income on non-accrual loans may be recognized to the extent cash payments are received, although the majority of payments received are usually applied to principal. Non-accrual loans are generally returned to accrual status when principal and interest payments are less than 90 days past due, the customer has made required payments for at least six months, and we reasonably expect to collect all principal and interest.

Acquisition Accounting, Covered Loans and Related Indemnification Asset. Beginning in 2009, the Company accounts for its acquisitions under ASC Topic 805, Business Combinations, which requires the use of the purchase method of accounting. All identifiable assets acquired, including loans, are recorded at fair value. No allowance for loan losses related to the acquired loans is recorded on the acquisition date as the fair value of the loans acquired incorporates assumptions regarding credit risk. Loans acquired are recorded at fair value in accordance with the fair value methodology prescribed in ASC Topic 820, exclusive of the shared-loss agreements with the Federal Deposit Insurance Corporation (FDIC). The fair value estimates associated with the loans include estimates related to expected prepayments and the amount and timing of undiscounted expected principal, interest and other cash flows.

Over the life of the acquired loans, the Company continues to estimate cash flows expected to be collected on pools of loans sharing common risk characteristics, which are treated in the aggregate when applying various valuation techniques. The Company evaluates at each balance sheet date whether the present value of its pools of loans determined using the effective interest rates has decreased and if so, recognizes a provision for loan loss in its consolidated statement of income. For any increases in cash flows expected to be collected, the Company adjusts the amount of accretable yield recognized on a prospective basis over the pool’s remaining life.

Intangible Assets. Intangible assets consist of goodwill and core deposit intangibles. Goodwill represents the excess purchase price over the fair value of net assets acquired in business acquisitions. The core deposit intangible represents the excess intangible value of acquired deposit customer relationships as determined by valuation specialists. The core deposit intangibles are being amortized over 84 to 114 months on a straight-line basis. Goodwill is not amortized but rather is evaluated for impairment on at least an annual basis. We perform an annual impairment test of goodwill and core deposit intangibles as required by FASB ASC 350, Intangibles - Goodwill and Other in the fourth quarter.

Income Taxes. The Company accounts for income taxes in accordance with income tax accounting guidance (ASC 740, Income Taxes). The income tax accounting guidance results in two components of income tax expense: current and deferred. Current income tax expense reflects taxes to be paid or refunded for the current period by applying the provisions of the enacted tax law to the taxable income or excess of deductions over revenues. The Company determines deferred income taxes using the liability (or balance sheet) method. Under this method, the net deferred tax asset or liability is based on the tax effects of the differences between the book and tax bases of assets and liabilities, and enacted changes in tax rates and laws are recognized in the period in which they occur.

Deferred income tax expense results from changes in deferred tax assets and liabilities between periods. Deferred tax assets are recognized if it is more likely than not, based on the technical merits, that the tax position will be realized or sustained upon examination. The term more likely than not means a likelihood of more than 50 percent; the terms examined and upon examination also include resolution of the related appeals or litigation processes, if any. A tax position that meets the more-likely-than-not recognition threshold is initially and subsequently measured as the largest amount of tax benefit that has a greater than 50 percent likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information. The determination of whether or not a tax position has met the more-likely-than-not recognition threshold considers the facts, circumstances and information available at the reporting date and is subject to the management’s judgment. Deferred tax assets are reduced by a valuation allowance if, based on the weight of evidence available, it is more likely than not that some portion or all of a deferred tax asset will not be realized.

The Company and its subsidiary file consolidated tax returns. Its subsidiary provides for income taxes on a separate return basis, and remits to the Company amounts determined to be currently payable.

Stock Options. In accordance with FASB ASC 718, Compensation — Stock Compensation and FASB ASC 505-50, Equity-Based Payments to Non-Employees, the fair value of each option award is estimated on the date of grant. The Company recognizes compensation expense for the grant-date fair value of the option award over the vesting period of the award.

Acquisitions

Acquisition Old Southern Bank

On March 12, 2010, Centennial Bank entered into a purchase and assumption agreement (Old Southern Agreement) with the FDIC, as receiver, pursuant to which Centennial Bank acquired certain assets and assumed substantially all of the deposits and certain liabilities of Old Southern Bank (Old Southern).

See Note 2 “Business Combinations” to the Consolidated Financial Statements for an additional discussion for the acquisition of Old Southern.

Acquisition Key West Bank

See Note 2 “Business Combinations” to the Consolidated Financial Statements for an additional discussion for the acquisition of Key West.

Future Acquisitions

In our continuing evaluation of our growth plans for the Company, we believe properly priced bank acquisitions can complement our organic growth and de novo branching growth strategies. In the near term, our principal acquisition focus will be to expand our presence in Florida, Arkansas and other nearby markets through pursuing FDIC-assisted acquisition opportunities. We are continually evaluating potential bank acquisitions to determine what is in the best interest of our Company. Our goal in making these decisions is to maximize the return to our investors.

Branches

We intend to continue to open new (commonly referred to as de novo) branches in our current markets and in other attractive market areas if opportunities arise. Presently, we are evaluating additional opportunities but have no firm commitments for any additional de novo branch locations.

During 2010, Centennial Bank entered into two loss sharing agreements with the FDIC. Through these two transactions, we added a total of eight branch locations in Florida. These branch locations include three in Orlando, one in Winter Park, two in Longwood, one in Clermont and one in Key West.

Charter Consolidation

During 2009, we combined the charters of our subsidiary banks into a single charter and adopted Centennial Bank as the common name. In the fourth quarter of 2008, First State Bank and Marine Bank consolidated and adopted Centennial Bank as its new name. Community Bank and Bank of Mountain View were completed in the first quarter of 2009, and Twin City Bank and the original Centennial Bank finished the process in June of 2009.

All of our banks now have the same name, logo and charter, allowing for a more customer-friendly banking experience and seamless transactions across our entire banking network. We remain committed, however, to our community banking philosophy and will continue to rely on local community bank boards and management built around experienced bankers with strong local relationships.

Results of Operations

For Three Months Ended March 31, 2010 and 2009

Net Interest Income

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

The Federal Reserve Board sets various benchmark rates, including the Federal Funds rate, and thereby influences the general market rates of interest, including the deposit and loan rates offered by financial institutions. The Federal Funds rate, which is the cost to banks of immediately available overnight funds, began in 2008 at 4.25%. During 2008, the rate decreased by 75 basis points on January 22, 2008, 50 basis points on January 30, 2008, 75 basis points on March 18, 2008, 25 basis points on April 30, 2008 and 50 basis points to a rate of 1.50% as of October 8, 2008. The rate continued to fall 50 basis points on October 29, 2008 and 75 to 100 basis points to a low of 0.25% to 0% on December 16, 2008.

Net interest income on a fully taxable equivalent basis increased $3.3 million, or 14.4%, to $25.9 million for the three-month period ended March 31, 2010, from $22.7 million for the same period in 2009. This increase in net interest income was the result of a $139,000 increase in interest income combined with a $3.1 million decrease in interest expense. The $139,000 increase in interest income was primarily the result of a higher level of earning assets offset by the repricing of our earning assets in the lower interest rate environment. The higher level of earning assets resulted in an increase in interest income of $468,000, while the repricing of our earning assets in the lower interest rate environment resulted in a $329,000 decrease in interest income for the three-month period ended March 31, 2010. The $3.1 million decrease in interest expense for the three-month period ended March 31, 2010, is primarily the result of our interest bearing liabilities repricing in the lower interest rate environment combined with a reduction in our interest bearing liabilities. The repricing of our interest bearing liabilities in the lower interest rate environment resulted in a $2.6 million decrease in interest expense. The reduction of our interest bearing liabilities resulted in lower interest expense of $548,000.

Net interest margin, on a fully taxable equivalent basis, was 4.26% for the three months ended March 31, 2010 compared to 3.93% for the same period in 2009. Our ability to improve pricing on our deposits and hold the decline of interest rates on earning assets to a minimum allowed the Company to expand net interest margin.

Tables 1 and 2 reflect an analysis of net interest income on a fully taxable equivalent basis for the three-month periods ended March 31, 2010 and 2009, as well as changes in fully taxable equivalent net interest margin for the three-month period ended March 31, 2010, compared to the same period in 2009.

Table 1: Analysis of Net Interest Income


	Three Months Ended
	March 31,
	2010			2009
	(Dollars in thousands)
Interest income	$	33,062		$	33,108
Fully taxable equivalent adjustment		1,050			865

Interest income — fully taxable equivalent		34,112			33,973
Interest expense		8,163			11,297

Net interest income — fully taxable equivalent	$	25,949		$	22,676


Yield on earning assets — fully taxable equivalent		5.60	%		5.89	%
Cost of interest-bearing liabilities		1.68			2.29
Net interest spread — fully taxable equivalent		3.92			3.60
Net interest margin — fully taxable equivalent		4.26			3.93

Table 2: Changes in Fully Taxable Equivalent Net Interest Margin


	Three Months Ended
	March 31,
	2010 vs. 2009
	(In thousands)
Increase (decrease) in interest income due to change in earning assets	$	468
Increase (decrease) in interest income due to change in earning asset yields		(329	)
(Increase) decrease in interest expense due to change in interest-bearing liabilities		548
(Increase) decrease in interest expense due to change in interest rates paid on interest-bearing liabilities		2,586

Increase (decrease) in net interest income	$	3,273

Table 3 shows, for each major category of earning assets and interest-bearing liabilities, the average amount outstanding, the interest income or expense on that amount and the average rate earned or expensed for the three-month period ended March 31, 2010 and 2009. The table also shows the average rate earned on all earning assets, the average rate expensed on all interest-bearing liabilities, the net interest spread and the net interest margin for the same periods. The analysis is presented on a fully taxable equivalent basis. Non-accrual loans were included in average loans for the purpose of calculating the rate earned on total loans.

Table 3: Average Balance Sheets and Net Interest Income Analysis


	Three Months Ended March 31,
	2010							2009
	Average		Income /		Yield /			Average		Income /		Yield /
	Balance		Expense		Rate			Balance		Expense		Rate
					(Dollars in thousands)
ASSETS
Earnings assets
Interest-bearing balances due from banks	$	137,747	$	85		0.25	%	$	8,604	$	12		0.57	%
Federal funds sold		7,361		5		0.28			13,846		7		0.21
Investment securities — taxable		194,329		1,627		3.40			230,762		2,653		4.66
Investment securities — non-taxable		138,128		2,387		7.01			117,082		2,064		7.15
Gross loans including covered loans and indemnification asset		1,993,626		30,008		6.10			1,966,934		29,237		6.03

Total interest-earning assets		2,471,191		34,112		5.60			2,337,228		33,973		5.89

Non-earning assets		282,956							261,009

Total assets	$	2,754,147						$	2,598,237


LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities
Interest-bearing liabilities
Savings and interest-bearing transaction accounts	$	756,412	$	1,084		0.58	%	$	667,281	$	1,285		0.78	%
Time deposits		862,437		4,211		1.98			913,504		6,833		3.03

Total interest-bearing deposits		1,618,849		5,295		1.33			1,580,785		8,118		2.08
Federal funds purchased		44		—		0.00			3,790		2		0.21
Securities sold under agreement to repurchase		53,795		94		0.71			84,730		111		0.53
FHLB borrowed funds		247,514		2,177		3.57			280,876		2,390		3.45
Subordinated debentures		47,476		597		5.10			47,566		676		5.76

Total interest-bearing liabilities		1,967,678		8,163		1.68					11,297		2.29

Non-interest bearing liabilities									1,997,747
Non-interest bearing deposits		306,512							264,595
Other liabilities		12,300							7,786

Total liabilities		2,286,490							2,270,128
Stockholders’ equity		467,657							328,109

Total liabilities and stockholders’ equity	$	2,754,147						$	2,598,237

Net interest spread						3.92	%						3.60	%
Net interest income and margin			$	25,949		4.26	%			$	22,676		3.93	%

Table 4 shows changes in interest income and interest expense resulting from changes in volume and changes in interest rates for the three-month period ended March 31, 2010 compared to the same periods in 2009, on a fully taxable basis. The changes in interest rate and volume have been allocated to changes in average volume and changes in average rates, in proportion to the relationship of absolute dollar amounts of the changes in rates and volume.

Table 4: Volume/Rate Analysis


	Three Months Ended March 31,
	2010 over 2009
	Volume			Yield/Rate			Total
				(In thousands)
Increase (decrease) in:
Interest income:
Interest-bearing balances due from banks	$	84		$	(11	)	$	73
Federal funds sold		(4	)		2			(2	)
Investment securities — taxable		(377	)		(649	)		(1,026	)
Investment securities — non-taxable		365			(42	)		323
Loans receivable		400			371			771

Total interest income		468			(329	)		139


Interest expense:
Interest-bearing transaction and savings deposits		157			(358	)		(201	)
Time deposits		(364	)		(2,258	)		(2,622	)
Federal funds purchased		(1	)		(1	)		(2	)
Securities sold under agreement to repurchase		(48	)		31			(17	)
FHLB borrowed funds		(291	)		78			(213	)
Subordinated debentures		(1	)		(78	)		(79	)

Total interest expense		(548	)		(2,586	)		(3,134	)


Increase in net interest income	$	1,016		$	2,257		$	3,273

Provision for Loan Losses

Our management assesses the adequacy of the allowance for loan losses by applying the provisions of FASB ASC 310-10-35 (formerly Statement of Financial Accounting Standards No. 5, Accounting for Contingencies and No. 114, Accounting by Creditors for Impairment of a Loan). Specific allocations are determined for loans considered to be impaired and loss factors are assigned to the remainder of the loan portfolio to determine an appropriate level in the allowance for loan losses. The allowance is increased, as necessary, by making a provision for loan losses. The specific allocations for impaired loans are assigned based on an estimated net realizable value after a thorough review of the credit relationship. The potential loss factors associated with the remainder of the loan portfolio are based on an internal net loss experience, as well as management’s review of trends within the portfolio and related industries.

During these tough economic times, the Company continues to follow our historical conservative procedures for lending and evaluating the provision and allowance for loan losses. We have not and do not participate in higher risk lending such as subprime. Our practice continues to be primarily traditional real estate lending with strong loan-to-value ratios. While there have been declines in our collateral value, particularly Florida, these declines have been addressed in our assessment of the adequacy of the allowance for loan losses.

Generally, commercial, commercial real estate, and residential real estate loans are assigned a level of risk at origination. Thereafter, these loans are reviewed on a regular basis. The periodic reviews generally include loan payment and collateral status, the borrowers’ financial data, and key ratios such as cash flows, operating income, liquidity, and leverage. A material change in the borrower’s credit analysis can result in an increase or decrease in the loan’s assigned risk grade. Aggregate dollar volume by risk grade is monitored on an on-going basis.

Our management reviews certain key loan quality indicators on a monthly basis, including current economic conditions, delinquency trends and ratios, portfolio mix changes, and other information management deems necessary. This review process provides a degree of objective measurement that is used in conjunction with periodic internal evaluations. To the extent that this review process yields differences between estimated and actual observed losses, adjustments are made to the loss factors used to determine the appropriate level of the allowance for loan losses.

During the first quarter of 2008, we began to experience a decline in our asset quality, particularly in the Florida market. In 2009, non-performing non-covered loans were $39.9 million. As of March 31, 2010, non-performing non-covered loans are $37.8 million.

The provision for loan losses represents management’s determination of the amount necessary to be charged against the current period’s earnings, to maintain the allowance for loan losses at a level that is considered adequate in relation to the estimated risk inherent in the loan portfolio. Our provision for loan losses increased $2.1 million, or 210.0%, to $3.1 million for the three-month period ended March 31, 2010, from $1.0 million for the same period in 2009. The net loans charged off for the three-month period ended March 31, 2010 were $3.2 million compared to $563,000 for the same period in 2009. The increased provision for loan loss is a result of the higher charge-offs for 2010. The net charge-offs were $2.5 million and $743,000 for Arkansas and Florida, respectively.

Non-Interest Income

Total non-interest income was $19.1 million for the three-month period ended March 31, 2010 compared to $7.6 million for the same period in 2009. Our recurring non-interest income includes service charges on deposit accounts, other service charges and fees, mortgage lending, mortgage servicing, insurance, title fees, increase in cash value of life insurance and dividends.

Table 5 measures the various components of our non-interest income for the three-month periods ended March 31, 2010 and 2009, respectively, as well as changes for the three-month period ended March 31, 2010 compared to the same period in 2009.

Table 5: Non-Interest Income


	Three Months Ended
	March 31,					2010 Change
	2010		2009			from 2009
			(Dollars in thousands)
Service charges on deposit accounts	$	3,141	$	3,374		$	(233	)	(6.9	)%
Other service charges and fees		1,638		1,784			(146	)	(8.2	)
Mortgage lending income		412		880			(468	)	(53.2	)
Mortgage servicing income		160		200			(40	)	(20.0	)
Insurance commissions		347		257			90		35.0
Income from title services		107		140			(33	)	(23.6	)
Increase in cash value of life insurance		428		477			(49	)	(10.3	)
Dividends from FHLB, FRB & bankers’ bank		126		107			19		17.8
Gain on acquisitions		11,790		—			11,790		100.0
Gain (loss) on sale of premises and equipment, net		207		7			200		2,857.1
Gain (loss) on OREO, net		159		(117	)		276		(235.9	)
Gain (loss) on securities, net		—		—			—		0.0
Other income		586		476			110		23.1

Total non-interest income	$	19,101	$	7,585		$	11,516		151.8	%

Non-interest income increased $11.5 million, or 151.8%, to $19.1 million for the three-month period ended March 31, 2010 from $7.6 million for the same period in 2009. Excluding the gain on acquisitions, non-interest income for the three-month period ended March 31, 2010 decreased $274,000 or 3.6% for the same period in 2009. The primary factors that resulted in this decrease are the declines in mortgage lending income and lower service charges on deposit accounts.

Non-Interest Expense

Non-interest expense consists of salaries and employee benefits, occupancy and equipment, data processing, and other expenses such as advertising, amortization of intangibles, amortization of mortgage servicing rights, electronic banking expense, FDIC and state assessment, mortgage servicing and legal and accounting fees.

Table 6 below sets forth a summary of non-interest expense for the three-month period ended March 31, 2010 and 2009, as well as changes for the three-month period ended March 31, 2010 compared to the same period in 2009.

Table 6: Non-Interest Expense


	Three Months Ended
	March 31,				2010 Change
	2010		2009		from 2009
			(Dollars in thousands)
Salaries and employee benefits	$	8,534	$	8,944	$	(410	)	(4.6	)%
Occupancy and equipment		2,799		2,677		122		4.6
Data processing expense		862		777		85		10.9
Other operating expenses:
Advertising		366		600		(234	)	(39.0	)
Merger and acquisition expenses		1,059		742		317		42.7
Amortization of intangibles		479		463		16		3.5
Amortization of mortgage servicing rights		218		147		71		48.3
Electronic banking expense		477		863		(386	)	(44.7	)
Directors’ fees		145		284		(139	)	(48.9	)
Due from bank service charges		90		100		(10	)	(10.0	)
FDIC and state assessment		898		965		(67	)	(6.9	)
Insurance		300		297		3		1.0
Legal and accounting		388		435		(47	)	(10.8	)
Mortgage servicing expense		84		72		12		16.7
Other professional fees		313		259		54		20.8
Operating supplies		186		213		(27	)	(12.7	)
Postage		150		176		(26	)	(14.8	)
Telephone		138		178		(40	)	(22.5	)
Other expense		1,069		1,070		(1	)	(0.1	)

Total non-interest expense	$	18,555	$	19,262	$	(707	)	(3.7	)%

Non-interest expense decreased $707,000, or 3.7%, to $18.6 million for the three-month period ended March 31, 2010, from $19.3 million for the same period in 2009. This decrease is the result of our on-going implementation of the efficiency study and recently completed charter consolidation, particularly in the reduced personnel costs offset by the addition expenses of our first quarter acquisitions and the normal increase in cost of doing business.

The Board of Directors of the FDIC have increased insured institutions’ normal recurring assessment and imposed a special assessment. We are generally unable to control the amount and timetable for payment of premiums that we are required to pay for FDIC insurance. These increased assessment fees are in response to the current banking crisis in the United States.

Income Taxes

The provision for income taxes increased $5.1 million, or 175.9%, to $8.0 million for the three-month period ended March 31, 2010, from $2.9 million as of March 31, 2009. The effective income tax rate was 35.7% for the three-months ended March 31, 2010, compared to 31.6% for the same period in 2009, respectively. The primary cause of this increase is the result of our increase is the $11.8 million gain on acquisitions plus improved earnings of the Company. The Company’s marginal tax rate is 39.225%

Financial Condition as of and for the Period Ended March 31, 2010 and December 31, 2009

Loans Receivable Not Covered by Loss Share

Our non-covered loan portfolio averaged $1.95 billion during the three-month period ended March 31, 2010. Non-covered loans were $1.96 billion as of March 31, 2010, compared to $1.95 billion as of December 31, 2009, a modest annualized increase of 2.0%. The slow down in loan growth from our historical expansion rates was not unexpected. Our customers have grown more cautious in this weaker economy.

The most significant components of the non-covered loan portfolio were commercial real estate, residential real estate, consumer, and commercial and industrial loans. These non-covered loans are primarily originated within our market areas of central Arkansas, north central Arkansas, northwest Arkansas, southern Arkansas, the Florida Keys, and southwest Florida and are generally secured by residential or commercial real estate or business or personal property within our market areas.

Certain credit markets have experienced difficult conditions and volatility during 2009 and 2010, particularly Florida. The Florida market currently is approximately 92.9% secured by real estate and 16.2% of our loan portfolio not covered by loss share.

Table 7 presents our loan balances not covered by loss share by category as of the dates indicated.

Table 7: Loan Portfolio Not Covered by Loss Share


	As of		As of
	March 31,		December 31,
	2010		2009
	(In thousands)
Real estate:
Commercial real estate loans:
Non-farm/non-residential	$	822,252	$	808,983
Construction/land development		363,738		368,723
Agricultural		30,943		33,699
Residential real estate loans:
Residential 1-4 family		381,451		382,504
Multifamily residential		63,602		62,609

Total real estate		1,661,986		1,656,518
Consumer		33,206		39,084
Commercial and industrial		231,867		219,847
Agricultural		12,122		10,280
Other		20,485		24,556

Loans receivable not covered by loss share		1,959,666		1,950,285

Non-Covered Commercial Real Estate Loans. We originate non-farm and non-residential loans (primarily secured by commercial real estate), construction/land development loans, and agricultural loans, which are generally secured by real estate located in our market areas. Our commercial mortgage loans are generally collateralized by first liens on real estate and amortized over a 10 to 20 year period with balloon payments due at the end of one to five years. These loans are generally underwritten by addressing cash flow (debt service coverage), primary and secondary source of repayment, the financial strength of any guarantor, the strength of the tenant (if any), the borrower’s liquidity and leverage, management experience, ownership structure, economic conditions and industry specific trends and collateral. Generally, we will loan up to 85% of the value of improved property, 65% of the value of raw land and 75% of the value of land to be acquired and developed. A first lien on the property and assignment of lease is required if the collateral is rental property, with second lien positions considered on a case-by-case basis.

As of March 31, 2010, non-covered commercial real estate loans totaled $1.22 billion, or 62.1% of our non-covered loan portfolio, which is comparable to $1.21 billion, or 62.1% of our non-covered loan portfolio, as of December 31, 2009. Florida non-covered commercial real estate loans are approximately 10.1% of our non-covered loan portfolio.

Non-Covered Residential Real Estate Loans. We originate one to four family, owner occupied residential mortgage loans generally secured by property located in our primary market area. The majority of our non-covered residential mortgage loans consist of loans secured by owner occupied, single family residences. Non-covered residential real estate loans generally have a loan-to-value ratio of up to 90%. These loans are underwritten by giving consideration to the borrower’s ability to pay, stability of employment or source of income, debt-to-income ratio, credit history and loan-to-value ratio.

As of March 31, 2010, non-covered residential real estate loans totaled $445.1 million, or 22.7% of our non-covered loan portfolio, which is comparable to $445.1 million, or 22.8% of our non-covered loan portfolio, as of December 31, 2009. Florida non-covered residential real estate loans are approximately 4.9% of our non-covered loan portfolio.

Non-Covered Consumer Loans. Our non-covered consumer loan portfolio is composed of secured and unsecured loans originated by our banks. The performance of consumer loans will be affected by the local and regional economy as well as the rates of personal bankruptcies, job loss, divorce and other individual-specific characteristics.

As of March 31, 2010, our non-covered installment consumer loan portfolio totaled $33.2 million, or 1.7% of our total non-covered loan portfolio, compared to the $39.1 million, or 2.0% of our non-covered loan portfolio as of December 31, 2009. This decrease is associated with normal payoffs and pay downs.

Non-Covered Commercial and Industrial Loans. Commercial and industrial loans are made for a variety of business purposes, including working capital, inventory, equipment and capital expansion. The terms for commercial loans are generally one to seven years. Commercial loan applications must be supported by current financial information on the borrower and, where appropriate, by adequate collateral. Commercial loans are generally underwritten by addressing cash flow (debt service coverage), primary and secondary sources of repayment, the financial strength of any guarantor, the borrower’s liquidity and leverage, management experience, ownership structure, economic conditions and industry specific trends and collateral. The loan to value ratio depends on the type of collateral. Generally speaking, accounts receivable are financed at between 50% and 80% of accounts receivable less than 60 days past due. Inventory financing will range between 50% and 60% (with no work in process) depending on the borrower and nature of inventory. We require a first lien position for those loans.

As of March 31, 2010, non-covered commercial and industrial loans outstanding totaled $231.9 million, or 11.8% of our non-covered loan portfolio, compared to $219.8 million, or 11.3% of our non-covered loan portfolio, as of December 31, 2009. This increase is with an improving loan demand for this product type.

Total Loans Receivable

Table 8: Total Loans Receivable
As of March 31, 2010


	Loans		Loans
	Receivable Not		Receivable		Total
	Covered by		Covered by FDIC		Loans
	Loss Share		Loss Share		Receivable
			(In thousands)
Real estate:
Commercial real estate loans
Non-farm/non-residential	$	822,252	$	77,787	$	900,039
Construction/land development		363,738		72,133		435,871
Agricultural		30,943		2,895		33,838
Residential real estate loans
Residential 1-4 family		381,451		43,885		425,336
Multifamily residential		63,602		8,119		71,721

Total real estate		1,661,986		204,819		1,866,805
Consumer		33,206		347		33,553
Commercial and industrial		231,867		20,719		252,586
Agricultural		12,122		—		12,122
Other		20,485		—		20,485

Total	$	1,959,666	$	225,885	$	2,185,551

Non-Performing Assets Not Covered by Loss Share

We classify our non-covered problem loans into three categories: past due loans, special mention loans and classified loans (accruing and non-accruing).

When management determines that a loan is no longer performing, and that collection of interest appears doubtful, the loan is placed on non-accrual status. Loans that are 90 days past due are placed on non-accrual status unless they are adequately secured and there is reasonable assurance of full collection of both principal and interest. Our management closely monitors all loans that are contractually 90 days past due, treated as “special mention” or otherwise classified or on non-accrual status. Generally, non-accrual loans that are 120 days past due without assurance of repayment are charged off against the allowance for loan losses.

Table 9 sets forth information with respect to our non-performing non-covered assets as of March 31, 2010 and December 31, 2009. As of these dates, all non-performing non-covered restructured loans are included in non-accrual non-covered loans.

Table 9: Non-performing Assets Not Covered by Loss Share


	As of			As of
	March 31,			December 31,
	2010			2009
	(Dollars in thousands)
Non-accrual non-covered loans	$	33,907		$	37,056
Non-covered loans past due 90 days or more (principal or interest payments)		3,915			2,889

Total non-performing non-covered loans		37,822			39,945

Other non-performing non-covered assets
Non-covered foreclosed assets held for sale, net		17,610			16,484
Other non-performing non-covered assets		394			371

Total other non-performing non-covered assets		18,004			16,855

Total non-performing non-covered assets	$	55,826		$	56,800


Allowance for loan losses to non-performing non-covered loans		113.28	%		107.57	%
Non-performing non-covered loans to total non-covered loans		1.93			2.05
Non-performing non-covered assets to total non-covered assets		2.03			2.12

Our non-performing non-covered loans are comprised of non-accrual non-covered loans and non-covered loans that are contractually past due 90 days. Our bank subsidiary recognizes income principally on the accrual basis of accounting. When loans are classified as non-accrual, the accrued interest is charged off and no further interest is accrued, unless the credit characteristics of the loan improves. If a loan is determined by management to be uncollectible, the portion of the loan determined to be uncollectible is then charged to the allowance for loan losses.

Since December 31, 2007, the weakened real estate market, particularly in Florida, has and may continue to increase our level of non-performing non-covered loans. While we believe our allowance for loan losses is adequate at March 31, 2010, as additional facts become known about relevant internal and external factors that affect loan collectability and our assumptions, it may result in us making additions to the provision for loan loss during 2010.

As of March 31, 2010, we had $41.5 million of non-covered restructured loans that are in compliance with the modified terms and are not reported as past due or non-accrual in Table 9. Of the $41.5 million in non-covered restructured loans, $12.5 million are also reported as non-covered impaired loans. Most of these credits are where borrowers have continued to pay as agreed but negotiated a lower interest rate due to general economic pressures rather than credit specific pressure. Our Florida market contains $35.3 million of these non-covered restructured loans.

Total foreclosed assets held for sale not covered by loss share were $17.6 million as of March 31, 2010, compared to $16.5 million as of December 31, 2009 for an increase of $1.1 million. The foreclosed assets held for sale not covered by loss share are comprised of $12.2 million of assets located in Florida with the remaining $5.4 million of assets located in Arkansas. The Florida foreclosed assets include two Florida housing developments in the Keys. Each of the two housing developments has vacant lots and one completed model home. The properties are currently listed for sale with a broker.

Total non-performing non-covered loans were $37.8 million as of March 31, 2010, compared to $39.9 million as of December 31, 2009 for a decrease of $2.1 million. The decrease in non-performing loans is primarily from our Florida market. Non-performing non-covered loans are $28.1 million in the Florida market.

If the non-accrual non-covered loans had been accruing interest in accordance with the original terms of their respective agreements, interest income of approximately $534,000 and $391,000 for the three-month periods ended March 31, 2010 and 2009, respectively, would have been recorded. The interest income recognized on the non-covered non-accrual loans for the three-month period ended March 31, 2010 and 2009 was considered immaterial.

A loan is considered impaired when it is probable that we will not receive all amounts due according to the contracted terms of the loans. Impaired loans may include non-performing loans (loans past due 90 days or more and non-accrual loans) and certain other loans identified by management that are still performing. As of March 31, 2010, average non-covered impaired loans were $48.2 million compared to $36.0 million as of March 31, 2009. As of March 31, 2010, non-covered impaired loans were $51.9 million compared to $44.4 million as of December 31, 2009 for an increase of $7.5 million. This increase is the result of the underlying value of collateral on non-covered loans continuing to deteriorate in the current unfavorable economic conditions. As of March 31, 2010, our Florida market accounted for $23.1 million of the non-covered impaired loans.

The Company evaluated loans purchased in conjunction with the acquisitions of Old Southern and Key West for impairment in accordance with the provisions of FASB ASC Topic 310-30, Loans and Debt Securities Acquired with Deteriorated Credit Quality. Purchased covered loans are considered impaired if there is evidence of credit deterioration since origination and if it is probable that not all contractually required payments will be collected. All loans acquired in these two transactions were deemed to be covered impaired loans. These loans were not classified as nonperforming assets at March 31, 2010, as the loans are accounted for on a pooled basis and the pools are considered to be performing. Therefore, interest income, through accretion of the difference between the carrying amount of the loans and the expected cash flows, is being recognized on all purchased impaired loans.

Non-performing loans and impaired loans are defined differently. Some loans may be included in both categories.

Past Due and Non-Accrual Loans

Table 10 shows the summary of past due and non-accrual loans as of March 31, 2010:

Table 10: Past Due and Non-Accrual Loans


	March 31, 2010
	Assets Not		Assets Covered
	Covered by		by FDIC
	Loss Share		Loss Share		Total
			(In thousands)
Non-accrual loans	$	33,907	$	—	$	33,907
Loans past due 90 days or more (principal or interest payments)		3,915		19,317		23,232

Total	$	37,822	$	19,317	$	57,139

The Company’s total past due and non-accrual covered loans to total covered loans was 8.6% as of March 31, 2010.

Allowance for Loan Losses

Overview. The allowance for loan losses is maintained at a level which our management believes is adequate to absorb all probable losses on loans in the loan portfolio. The amount of the allowance is affected by: (i) loan charge-offs, which decrease the allowance; (ii) recoveries on loans previously charged off, which increase the allowance; and (iii) the provision of possible loan losses charged to income, which increases the allowance. In determining the provision for possible loan losses, it is necessary for our management to monitor fluctuations in the allowance resulting from actual charge-offs and recoveries and to periodically review the size and composition of the loan portfolio in light of current and anticipated economic conditions. If actual losses exceed the amount of allowance for loan losses, our earnings could be adversely affected.

As we evaluate the allowance for loan losses, we categorize it as follows: (i) specific allocations; (ii) allocations for classified assets with no specific allocation; (iii) general allocations for each major loan category; and (iv) miscellaneous allocations.

Specific Allocations. As a general rule, if a specific allocation is warranted, it is the result of an analysis of a previously classified credit or relationship. Our evaluation process in specific allocations includes a review of appraisals or other collateral analysis. These values are compared to the remaining outstanding principal balance. If a loss is determined to be reasonably possible, the possible loss is identified as a specific allocation. If the loan is not collateral dependent, the measurement of loss is based on the expected future cash flows of the loan.

Allocations for Classified Assets with No Specific Allocation. We establish allocations for loans rated “special mention” through “loss” in accordance with the guidelines established by the regulatory agencies. A percentage rate is applied to each loan category to determine the level of dollar allocation.

General Allocations. We establish general allocations for each major loan category. This section also includes allocations to loans, which are collectively evaluated for loss such as residential real estate, commercial real estate, consumer loans and commercial and industrial loans. The allocations in this section are based on a historical review of loan loss experience and past due accounts. We give consideration to trends, changes in loan mix, delinquencies, prior losses, and other related information.

Miscellaneous Allocations. Allowance allocations other than specific, classified, and general are included in our miscellaneous section.

Charge-offs and Recoveries. Total charge-offs increased to $3.7 million for the three months ended March 31, 2010, compared to $1.0 million for the same period in 2009. Total recoveries increased to $497,000 for the three months ended March 31, 2010, compared to $452,000 for the same period in 2009. The net charge-offs were $2.5 million and $743,000 for Arkansas and Florida, respectively. We continue to take a proactive stance on asset quality issues.

Table 11 shows the allowance for loan losses, charge-offs and recoveries as of and for the three-month period ended March 31, 2010 and 2009.

Table 11: Analysis of Allowance for Loan Losses


	Three Months Ended March 31,
	2010			2009
	(Dollars in thousands)
Balance, beginning of period	$	42,968		$	40,385
Loans charged off
Real estate:
Commercial real estate loans:
Non-farm/non-residential		251			156
Construction/land development		795			35
Agricultural		—			—
Residential real estate loans:
Residential 1-4 family		778			344
Multifamily residential		—			—

Total real estate		1,824			535
Consumer		289			402
Commercial and industrial		1,607			71
Agricultural		—			—
Other		—			7

Total loans charged off		3,720			1,015

Recoveries of loans previously charged off
Real estate:
Commercial real estate loans:
Non-farm/non-residential		33			3
Construction/land development		—			—
Agricultural		15			—
Residential real estate loans:
Residential 1-4 family		239			293
Multifamily residential		—			—

Total real estate		287			296
Consumer		176			147
Commercial and industrial		19			8
Agricultural		—			—
Other		15			1

Total recoveries		497			452

Net loans charged off		3,223			563
Provision for loan losses		3,100			1,000

Balance, March 31	$	42,845		$	40,822

Net charge-offs to average non-covered loans		0.67	%		0.12	%
Allowance for loan losses to period end non-covered loans		2.19			2.08
Allowance for loan losses to net charge-offs		328			1,788

Allocated Allowance for Loan Losses. We use a risk rating and specific reserve methodology in the calculation and allocation of our allowance for loan losses. While the allowance is allocated to various loan categories in assessing and evaluating the level of the allowance, the allowance is available to cover charge-offs incurred in all loan categories. Because a portion of our portfolio has not matured to the degree necessary to obtain reliable loss data from which to calculate estimated future losses, the unallocated portion of the allowance is an integral component of the total allowance. Although unassigned to a particular credit relationship or product segment, this portion of the allowance is vital to safeguard against the imprecision inherent in estimating credit losses.

The changes for the period ended March 31, 2010 in the allocation of the allowance for loan losses for the individual types of loans are primarily associated with ordinary changes in asset quality, net charge-offs during 2010 and normal changes in the outstanding loan portfolio for those products from December 31, 2009.

Table 12 presents the allocation of allowance for loan losses as of March 31, 2010 and December 31, 2009.

Table 12: Allocation of Allowance for Loan Losses


	As of March 31, 2010					As of December 31, 2009
	Allowance Amount		% of loans (1)			Allowance Amount		% of loans (1)
			(Dollars in thousands)
Real estate:
Commercial real estate loans:
Non-farm/non-residential	$	11,967		42.0	%	$	13,284		41.5	%
Construction/land development		9,961		18.6			9,624		18.9
Agricultural		194		1.6			284		1.7
Residential real estate loans:
Residential 1-4 family		11,973		19.5			10,654		19.6
Multifamily residential		1,680		3.2			694		3.2

Total real estate		35,775		84.9			34,540		84.9
Consumer		1,500		1.7			1,705		2.0
Commercial and industrial		5,145		11.8			6,067		11.3
Agricultural		190		0.6			279		0.5
Other		—		1.0			—		1.3
Unallocated		235		—			377		—

Total	$	42,845		100.0	%	$	42,968		100.0	%


(1)		Percentage of loans in each category to loans receivable not covered by loss share.

Investments and Securities

Our securities portfolio is the second largest component of earning assets and provides a significant source of revenue. Securities within the portfolio are classified as held-to-maturity, available-for-sale, or trading based on the intent and objective of the investment and the ability to hold to maturity. Fair values of securities are based on quoted market prices where available. If quoted market prices are not available, estimated fair values are based on quoted market prices of comparable securities. As of March 31, 2010, we had no held-to-maturity or trading securities.

Securities available-for-sale are reported at fair value with unrealized holding gains and losses reported as a separate component of stockholders’ equity as other comprehensive income. Securities that are held as available-for-sale are used as a part of our asset/liability management strategy. Securities may be sold in response to interest rate changes, changes in prepayment risk, the need to increase regulatory capital, and other similar factors are classified as available for sale. Available-for-sale securities were $362.7 million as of March 31, 2010, compared to $322.1 million as of December 31, 2009. The estimated effective duration of our securities portfolio was 3.0 years as of March 31, 2010.

As of March 31, 2010, $107.5 million, or 29.6%, of our available-for-sale securities were invested in mortgage-backed securities, compared to $115.6 million, or 35.9%, of our available-for-sale securities as of December 31, 2009. To reduce our income tax burden, $149.1 million, or 41.1%, of our available-for-sale securities portfolio as of March 31, 2010, was primarily invested in tax-exempt obligations of state and political subdivisions, compared to $145.9 million, or 45.3%, of our available-for-sale securities as of December 31, 2009. Also, we had approximately $101.7 million, or 28.0%, invested in obligations of U.S. Government-sponsored enterprises as of March 31, 2010, compared to $56.1 million, or 17.4%, of our available-for-sale securities as of December 31, 2009. The Company does not have any preferred securities issued by the Federal National Mortgage Association or the Federal Home Loan Mortgage Corporation.

Certain investment securities are valued at less than their historical cost. These declines are primarily the result of the rate for these investments yielding less than current market rates. Based on evaluation of available evidence, we believe the declines in fair value for these securities are temporary. It is our intent to hold these securities to recovery. Should the impairment of any of these securities become other than temporary, the cost basis of the investment will be reduced and the resulting loss recognized in net income in the period the other than temporary impairment is identified.

Table 13 presents the carrying value and fair value of investment securities as of March 31, 2010 and December 31, 2009.

Table 13: Investment Securities


	As of March 31, 2010
			Gross		Gross
	Amortized		Unrealized		Unrealized			Estimated
	Cost		Gains		(Losses)			Fair Value
			(In thousands)
Available-for-Sale
U.S. government-sponsored enterprises	$	101,825	$	131	$	(260	)	$	101,696
Mortgage-backed securities		105,837		2,920		(1,270	)		107,487
State and political subdivisions		147,651		2,439		(1,006	)		149,084
Other securities		5,778		—		(1,335	)		4,443

Total	$	361,091	$	5,490	$	(3,871	)	$	362,710


	As of December 31, 2009
			Gross		Gross
	Amortized		Unrealized		Unrealized			Estimated
	Cost		Gains		(Losses)			Fair Value
			(In thousands)
Available-for-Sale
U.S. government-sponsored enterprises	$	56,439	$	130	$	(463	)	$	56,106
Mortgage-backed securities		114,464		2,813		(1,690	)		115,587
State and political subdivisions		145,086		2,224		(1,375	)		145,935
Other securities		5,837		—		(1,350	)		4,487

Total	$	321,826	$	5,167	$	(4,878	)	$	322,115

Deposits

Our deposits averaged $1.93 billion for the three-month period ended March 31, 2010. Total deposits increased $385.7 million, or an increase of 21.0%, to $2.22 billion as of March 31, 2010, from $1.84 billion as of December 31, 2009. Deposits are our primary source of funds. We offer a variety of products designed to attract and retain deposit customers. Those products consist of checking accounts, regular savings deposits, NOW accounts, money market accounts and certificates of deposit. Deposits are gathered from individuals, partnerships and corporations in our market areas. In addition, we obtain deposits from state and local entities and, to a lesser extent, U.S. Government and other depository institutions.

Our policy also permits the acceptance of brokered deposits. As of March 31, 2010 and December 31, 2009, brokered deposits were $53.9 million and $71.0 million, respectively. Included in these brokered deposits are $31.0 million and $36.8 million of Certificate of Deposit Account Registry Service (CDARS) as of March 31, 2010 and December 31, 2009, respectively. CDARS are deposits we have swapped our customer with other institutions. This gives our customer the potential for FDIC insurance of up to $50 million.

The interest rates paid are competitively priced for each particular deposit product and structured to meet our funding requirements. We will continue to manage interest expense through deposit pricing and do not anticipate a significant change in total deposits unless our liquidity position changes. We believe that additional funds can be attracted and deposit growth can be accelerated through deposit pricing if we experience increased loan demand or other liquidity needs.

Table 14 reflects the classification of the average deposits and the average rate paid on each deposit category, which is in excess of 10 percent of average total deposits, for the three-month period ended March 31, 2010 and 2009.

Table 14: Average Deposit Balances and Rates


	Three Months Ended March 31,
	2010					2009
	Average Amount		Average Rate Paid			Average Amount		Average Rate Paid
			(Dollars in thousands)
Non-interest-bearing transaction accounts	$	306,512		—	%	$	264,595		—	%
Interest-bearing transaction accounts		686,490		0.60			607,731		0.79
Savings deposits		69,922		0.42			59,550		0.64
Time deposits:
$100,000 or more		528,190		1.96			496,037		2.97
Other time deposits		334,247		2.01			417,467		3.10

Total	$	1,925,361		1.12	%	$	1,845,380		1.78	%

Securities Sold Under Agreements to Repurchase

During 2008, the U.S. regulatory agencies implemented the Transaction Account Guarantee Program. Under the Transaction Account Guarantee Program through December 31, 2010, all non-interest bearing transaction accounts are fully guaranteed by the FDIC for the entire amount in the account. Coverage under the Transaction Account Guarantee Program is in addition to and separate from the coverage available under the FDIC’s general deposit insurance rules. Since business non-interest bearing accounts currently have unlimited deposit insurance coverage, many of our business customers have chosen to move their money from repurchase agreements to non-interest bearing demand accounts to take advantage of this unlimited coverage. As a result, securities sold under agreements to repurchase decreased $6.6 million, or 10.6%, from $62.0 million as of December 31, 2009 to $55.4 million as of March 31, 2010.

FHLB Borrowed Funds

Our FHLB borrowed funds were $254.5 million and $264.4 million at March 31, 2010 and December 31, 2009, respectively. The outstanding balance for March 31, 2010 includes $20.0 million of short-term advances and $234.5 million of long-term advances. All of the outstanding balance for December 31, 2009 was long-term advances. Our remaining FHLB borrowing capacity was $410.9 million and $418.3 million as of March 31, 2010 and December 31, 2009, respectively. Expected maturities will differ from contractual maturities, because FHLB may have the right to call or prepay certain obligations. The March 31, 2010 and December 31, 2009 remaining FHLB borrowing capacity is elevated as a result of higher eligibility rates from Centennial Bank (formerly First State Bank) being applied to the loans of the former charters which collapsed into Centennial Bank (formerly First State Bank) during 2009. Centennial Bank (formerly First State Bank) will move to FHLB’s Large Financial Institution category in future quarters which will result in the borrowing capacity being reevaluated and it is projected that the FHLB borrowing capacity will be approximately 50% lower in the second quarter.

Subordinated Debentures

Subordinated debentures, which consist of guaranteed payments on trust preferred securities, were $47.5 million as of March 31, 2010 and December 31, 2009.

Table 15 reflects subordinated debentures as of March 31, 2010 and December 31, 2009, which consisted of guaranteed payments on trust preferred securities with the following components:

Table 15: Subordinated Debentures


	As of		As of
	March 31,		December 31,
	2010		2009
	(In thousands)
Subordinated debentures, issued in 2003, due 2033, fixed at 6.40%, during the first five years and at a floating rate of 3.15% above the three-month LIBOR rate, reset quarterly, thereafter, currently callable without penalty	$	20,619	$	20,619
Subordinated debentures, issued in 2000, due 2030, fixed at 10.60%, callable in 2010 with a penalty ranging from 5.30% to 0.53% depending on the year of prepayment, callable in 2020 without penalty		3,130		3,152
Subordinated debentures, issued in 2003, due 2033, floating rate of 3.15% above the three-month LIBOR rate, reset quarterly, currently callable without penalty		5,155		5,155
Subordinated debentures, issued in 2005, due 2035, fixed rate of 6.81% during the first ten years and at a floating rate of 1.38% above the three-month LIBOR rate, reset quarterly, thereafter, callable in 2010 without penalty		15,465		15,465
Subordinated debentures, issued in 2006, due 2036, fixed rate of 6.75% during the first five years and at a floating rate of 1.85% above the three-month LIBOR rate, reset quarterly, thereafter, callable in 2011 without penalty		3,093		3,093

Total	$	47,462	$	47,484

The trust preferred securities are tax-advantaged issues that qualify for Tier 1 capital treatment subject to certain limitations. Distributions on these securities are included in interest expense. Each of the trusts is a statutory business trust organized for the sole purpose of issuing trust securities and investing the proceeds in our subordinated debentures, the sole asset of each trust. The trust preferred securities of each trust represent preferred beneficial interests in the assets of the respective trusts and are subject to mandatory redemption upon payment of the subordinated debentures held by the trust. We wholly own the common securities of each trust. Each trust’s ability to pay amounts due on the trust preferred securities is solely dependent upon our making payment on the related subordinated debentures. Our obligations under the subordinated securities and other relevant trust agreements, in aggregate, constitute a full and unconditional guarantee by us of each respective trust’s obligations under the trust securities issued by each respective trust.

Presently, the funds raised from the trust preferred offerings qualify as Tier 1 capital for regulatory purposes, subject to the applicable limit, with the balance qualifying as Tier 2 capital.

Stockholders’ Equity

Stockholders’ equity was $478.3 million at March 31, 2010 compared to $465.0 million at December 31, 2009, an increase of 2.9%. As of March 31, 2010 and December 31, 2009 our common equity to asset ratio was 13.9% and 15.5%, respectively. Book value per common share was $16.68 at March 31, 2010 compared to $16.18 at December 31, 2009.

Stock Offering. In September 2009, the Company raised common equity through an underwritten public offering by issuing 4,950,000 shares of common stock at $19.85. The net proceeds of the offering after deducting underwriting discounts and commissions and offering expenses were $93.3 million. In October 2009, the underwriter’s of our stock offering exercised and completed their option to purchase an additional 742,500 shares of common stock at $19.85 to cover over-allotments. The net proceeds of the exercise of the over-allotment option after deducting underwriting discounts and commissions were $14.0 million. The total net proceeds of the offering after deducting underwriting discounts and commissions and offering expenses were $107.3 million.

Troubled Asset Relief Program. On January 16, 2009, we issued and sold, and the United States Department of the Treasury purchased, (1) 50,000 shares of the Company’s Fixed Rate Cumulative Perpetual Preferred Stock Series A, liquidation preference of $1,000 per share, and (2) a ten-year warrant to purchase up to 288,129 shares of the Company’s common stock, par value $0.01 per share, at an exercise price of $26.03 per share, for an aggregate purchase price of $50.0 million in cash. Cumulative dividends on the Preferred Shares will accrue on the liquidation preference at a rate of 5% per annum for the first five years, and at a rate of 9% per annum thereafter. As a result of the recent public stock offering, the number of shares of common stock underlying the ten-year warrant held by the Treasury, has been reduced by half to 144,065 shares of our common stock at an exercise price of $26.03 per share.

Cash Dividends. We declared cash dividends on our common stock of $0.06 per share for the three-month periods ended March 31, 2010 and 2009, respectively. The common stock dividend payout ratio for the three months ended March 31, 2010 and 2009 was 10.7% and 19.1%, respectively. The 2009 agreement between the Company and the Treasury limits the payment of dividends on the Common Stock to a quarterly cash dividend of not more than $0.06 per share.

Repurchase Program. On January 18, 2008, we announced the adoption by our Board of Directors of a stock repurchase program. The program authorizes us to repurchase up to 1,080,000 shares of our common stock. Under the repurchase program, there is no time limit for the stock repurchases, nor is there a minimum number of shares that we intend to repurchase. The repurchase program may be suspended or discontinued at any time without prior notices. The timing and amount of any repurchases will be determined by management, based on its evaluation of current market conditions and other factors. The stock repurchase program will be funded using our cash balances, which we believe are adequate to support the stock repurchase program and our normal operations. As of March 31, 2010, we have not repurchased any shares in the program. The 2009 agreement between the Company and the Treasury limits our ability to repurchase common stock.

Liquidity and Capital Adequacy Requirements

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

Quantitative measures established by regulation to ensure capital adequacy require us to maintain minimum amounts and ratios (set forth in the table below) of total and Tier 1 capital to risk-weighted assets, and of Tier 1 capital to average assets. Management believes that, as of March 31, 2010 and December 31, 2009, we met all regulatory capital adequacy requirements to which we were subject.

Table 16 presents our risk-based capital ratios as of March 31, 2010 and December 31, 2009.

Table 16: Risk-Based Capital


	As of			As of
	March 31,			December 31,
	2010			2009
	(Dollars in thousands)
Tier 1 capital
Stockholders’ equity	$	478,338		$	464,973
Qualifying trust preferred securities		46,000			46,000
Goodwill and core deposit intangibles, net		(58,072	)		(55,590	)
Unrealized (gain) loss on available-for-sale securities		(984	)		(176	)
Servicing assets		(87	)		(109	)

Total Tier 1 capital		465,195			455,098

Tier 2 capital
Qualifying allowance for loan losses		30,099			27,592

Total Tier 2 capital		30,099			27,592

Total risk-based capital	$	495,294		$	482,690

Average total assets for leverage ratio	$	2,695,960		$	2,611,964

Risk weighted assets	$	2,395,194		$	2,192,000

Ratios at end of period
Leverage ratio		17.26	%		17.42	%
Tier 1 risk-based capital		19.42			20.76
Total risk-based capital		20.68			22.02
Minimum guidelines
Leverage ratio		4.00	%		4.00	%
Tier 1 risk-based capital		4.00			4.00
Total risk-based capital		8.00			8.00

As of the most recent notification from regulatory agencies, our bank subsidiary was “well-capitalized” under the regulatory framework for prompt corrective action. To be categorized as “well-capitalized”, our banking subsidiary and we must maintain minimum leverage, Tier 1 risk-based capital, and total risk-based capital ratios as set forth in the table. There are no conditions or events since that notification that we believe have changed the bank subsidiary’s category.

Table 17 presents actual capital amounts and ratios as of March 31, 2010 and December 31, 2009, for our bank subsidiary and us.

Table 17: Capital and Ratios


											Minimum To Be Well
											Capitalized Under Prompt
						Minimum Capital					Corrective Action
	Actual					Requirement					Provision
	Amount		Ratio			Amount		Ratio			Amount		Ratio
						(Dollars in thousands)
As of March 31, 2010
Leverage ratios:
Home BancShares	$	465,195		17.26	%	$	107,809		4.00	%	$	N/A		N/A	%
Centennial Bank		315,550		11.79			107,057		4.00			133,821		5.00
Tier 1 capital ratios:
Home BancShares	$	465,195		19.42	%	$	95,818		4.00	%	$	N/A		N/A	%
Centennial Bank		315,550		13.26			95,189		4.00			142,783		6.00
Total risk-based capital ratios:
Home BancShares	$	495,294		20.68	%	$	191,603		8.00	%	$	N/A		N/A	%
Centennial Bank		345,450		14.52			190,331		8.00			237,913		10.00

As of December 31, 2009
Leverage ratios:
Home BancShares	$	455,098		17.42	%	$	104,500		4.00	%	$	N/A		N/A	%
Centennial Bank (Formerly FSB)		266,220		10.21			104,298		4.00			130,372		5.00
Tier 1 capital ratios:
Home BancShares	$	455,098		20.76	%	$	87,687		4.00	%	$	N/A		N/A	%
Centennial Bank (Formerly FSB)		266,220		12.21			87,214		4.00			130,821		6.00
Total risk-based capital ratios:
Home BancShares	$	482,690		22.02	%	$	175,364		8.00	%	$	N/A		N/A	%
Centennial Bank (Formerly FSB)		293,665		13.47			174,411		8.00			218,014		10.00

Non-GAAP Financial Measurements

We had $60.0 million, $57.7 million, and $59.2 million total goodwill, core deposit intangibles and other intangible assets as of March 31, 2010, December 31, 2009 and March 31, 2009, respectively. Because of our level of intangible assets and related amortization expenses, management believes diluted cash earnings per share, tangible book value per common share, cash return on average assets, cash return on average tangible common equity and tangible common equity to tangible assets are useful in evaluating our company. These calculations, which are similar to the GAAP calculation of diluted earnings per share, book value, return on average assets, return on average common equity, and common equity to assets, are presented in Tables 18 through 22, respectively.

Table 18: Diluted Cash Earnings Per Share


	Three Months Ended
	March 31,
	2010		2009
	(In thousands, except per share data)
GAAP net income available to common stockholders	$	13,704	$	5,679
Intangible amortization after-tax		291		281

Cash earnings available to common stockholders	$	13,995	$	5,960


GAAP diluted earnings per common share	$	0.53	$	0.28
Intangible amortization after-tax		0.01		0.02

Diluted cash earnings per common share	$	0.54	$	0.30

Table 19: Tangible Book Value Per Share


	As of		As of
	March 31,		December 31,
	2010		2009
	(Dollars in thousands, except per share data)
Book value per common share: A/B	$	16.68	$	16.18
Tangible book value per common share: (A-C-D)/B		14.35		13.93

(A) Total common equity	$	429,018	$	415,698
(B) Common shares outstanding		25,716		25,690
(C) Goodwill		53,039		53,039
(D) Core deposit and other intangibles		6,989		4,698

Table 20: Cash Return on Average Assets


	Three Months Ended March 31,
	2010			2009
	(Dollars in thousands)
Return on average assets: A/C		2.12	%		0.97	%
Cash return on average assets: B/(C-D)		2.21			1.04

(A) Net income available to all stockholders	$	14,374		$	6,245
Intangible amortization after-tax		291			281

(B) Cash earnings	$	14,665		$	6,526


(C) Average assets	$	2,754,147		$	2,598,237
(D) Average goodwill, core deposits and other intangible assets		58,078			57,032

Table 21: Cash Return on Average Tangible Common Equity


	Three Months Ended March 31,
	2010			2009
	(Dollars in thousands)
Return on average common equity: A/C		13.28	%		8.02	%
Return on average tangible common equity: B/(C-D)		15.75			10.50

(A) Net income available to common stockholders	$	13,704		$	5,679
(B) Cash earnings available to common stockholders		13,995			5,960
(C) Average common equity		418,375			287,193
(D) Average goodwill, core deposits and other intangible assets		58,078			57,032

Item 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Liquidity and Market Risk Management

Liquidity Management. Liquidity refers to the ability or the financial flexibility to manage future cash flows to meet the needs of depositors and borrowers and fund operations. Maintaining appropriate levels of liquidity allows us to have sufficient funds available for reserve requirements, customer demand for loans, withdrawal of deposit balances and maturities of deposits and other liabilities. Our primary source of liquidity at our holding company is dividends paid by our bank subsidiary. Applicable statutes and regulations impose restrictions on the amount of dividends that may be declared by our bank subsidiary. Further, any dividend payments are subject to the continuing ability of the bank subsidiary to maintain compliance with minimum federal regulatory capital requirements and to retain its characterization under federal regulations as a “well-capitalized” institution.

Our bank subsidiary has potential obligations resulting from the issuance of standby letters of credit and commitments to fund future borrowings to our loan customers. Many of these obligations and commitments to fund future borrowings to our loans customers are expected to expire without being drawn upon, therefore the total commitment amounts do not necessarily represent future cash requirements affecting our liquidity position.

Liquidity needs can be met from either assets or liabilities. On the asset side, our primary sources of liquidity include cash and due from banks, federal funds sold, available-for-sale investment securities and scheduled repayments and maturities of loans. We maintain adequate levels of cash and cash equivalents to meet our day-to-day needs. As of March 31, 2010, our cash and cash equivalents were $193.0 million, or 6.3% of total assets, compared to $173.5 million, or 6.5% of total assets, as of December 31, 2009. Our investment securities and federal funds sold were $373.9 million as of March 31, 2010 and $333.9 million as of December 31, 2009.

We may occasionally use our Fed funds lines of credit in order to temporarily satisfy short-term liquidity needs. We have Fed funds lines with three other financial institutions pursuant to which we could have borrowed up to $17.5 million on an unsecured basis as of March 31, 2010 and December 31, 2009. These lines may be terminated by the respective lending institutions at any time.

We also maintain lines of credit with the Federal Home Loan Bank. Our FHLB borrowed funds were $254.5 million and $264.4 million at March 31, 2010 and December 31, 2009, respectively. These outstanding balances include $20.0 million in short-term advances and $234.5 million in long-term advances. Our FHLB borrowing capacity was $410.9 million and $418.3 million as of March 31, 2010 and December 31, 2009.

We believe that we have sufficient liquidity to satisfy our current operations.

Market Risk Management. Our primary component of market risk is interest rate volatility. Fluctuations in interest rates will ultimately impact both the level of income and expense recorded on a large portion of our assets and liabilities, and the market value of all interest-earning assets and interest-bearing liabilities, other than those which possess a short term to maturity. We do not hold market risk sensitive instruments for trading purposes. The information provided should be read in connection with our audited consolidated financial statements.

Asset/Liability Management. Our management actively measures and manages interest rate risk. The asset/liability committees of the boards of directors of our holding company and bank subsidiary are also responsible for approving our asset/liability management policies, overseeing the formulation and implementation of strategies to improve balance sheet positioning and earnings, and reviewing our interest rate sensitivity position.

One of the tools that our management uses to measure short-term interest rate risk is a net interest income simulation model. This analysis calculates the difference between net interest income forecasted using base market rates and using a rising and a falling interest rate scenario. The income simulation model includes various assumptions regarding the re-pricing relationships for each of our products. Many of our assets are floating rate loans, which are assumed to re-price immediately, and proportional to the change in market rates, depending on their contracted index. Some loans and investments include the opportunity of prepayment (embedded options), and accordingly the simulation model uses indexes to estimate these prepayments and reinvest their proceeds at current yields. Our non-term deposit products re-price more slowly, usually changing less than the change in market rates and at our discretion.

This analysis indicates the impact of changes in net interest income for the given set of rate changes and assumptions. It assumes the balance sheet remains static and that its structure does not change over the course of the year. It does not account for all factors that impact this analysis, including changes by management to mitigate the impact of interest rate changes or secondary impacts such as changes to our credit risk profile as interest rates change.

Furthermore, loan prepayment rate estimates and spread relationships change regularly. Interest rate changes create changes in actual loan prepayment rates that will differ from the market estimates incorporated in this analysis. Changes that vary significantly from the assumptions may have significant effects on our net interest income.

Interest Rate Sensitivity. Our primary business is banking and the resulting earnings, primarily net interest income, are susceptible to changes in market interest rates. It is management’s goal to maximize net interest income within acceptable levels of interest rate and liquidity risks.

A key element in the financial performance of financial institutions is the level and type of interest rate risk assumed. The single most significant measure of interest rate risk is the relationship of the repricing periods of earning assets and interest-bearing liabilities. The more closely the repricing periods are correlated, the less interest rate risk we assume. We use repricing gap and simulation modeling as the primary methods in analyzing and managing interest rate risk.

Gap analysis attempts to capture the amounts and timing of balances exposed to changes in interest rates at a given point in time. As of March 31, 2010 our one-year cumulative repricing gap was 11.6%. Part of the funds from our 2009 stock offering proceeds and the excess cash from our two acquisitions during the first quarter of 2010 have yet to be deployed and increased our one-year cumulative repricing gap by 5.0%. Excluding these non-deployed funds our gap position as of March 31, 2010 was asset sensitive with a one-year cumulative repricing gap of 6.6%, compared to 8.1% as of December 31, 2009. During these periods, the amount of change our asset base realizes in relation to the total change in market interest rate exceeds that of the liability base.

We have a portion of our securities portfolio invested in mortgage-backed securities. Mortgage-backed securities are included based on their final maturity date. Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

Table 23 presents a summary of the repricing schedule of our interest-earning assets and interest-bearing liabilities (gap) as of March 31, 2010.

Table 23: Interest Rate Sensitivity


	Interest Rate Sensitivity Period
	0-30			31-90									1-2			2-5
	Days			Days			91-180 Days			181-365 Days			Years			Years			Over 5 Years			Total
	(Dollars in thousands)
Earning assets
Interest-bearing deposits due from banks	$	156,772		$	—		$	—		$	—		$	—		$	—		$	—		$	156,772
Federal funds sold		11,207			—			—			—			—			—			—			11,207
Investment securities		26,886			23,066			21,059			27,081			39,490			63,513			161,615			362,710
Loans receivable		614,677			147,963			231,930			388,050			399,788			388,411			14,732			2,185,551

Total earning assets		809,542			171,029			252,989			415,131			439,278			451,924			176,347			2,716,240


Interest-bearing liabilities
Interest-bearing transaction and savings deposits		28,098			56,196			84,293			168,587			153,534			142,523			230,757			863,988
Time deposits		105,090			168,988			281,703			262,539			99,963			84,151			3			1,002,437
Federal funds purchased		—			—			—			—			—			—			—			—
Securities sold under repurchase agreements		47,093			—			—			—			1,108			3,324			3,878			55,403
FHLB borrowed funds		7,111			15,024			45,036			37,163			7,535			86,851			55,828			254,548
Subordinated debentures		25,782			15			15			—			—			—			21,650			47,462

Total interest- bearing liabilities		213,174			240,223			411,047			468,289			262,140			316,849			312,116			2,223,838

Interest rate sensitivity gap	$	596,368		$	(69,194	)	$	(158,058	)	$	(53,158	)	$	177,138		$	135,075		$	(135,769	)	$	492,402

Cumulative interest rate sensitivity gap	$	596,368		$	527,174		$	369,116		$	315,958		$	493,096		$	628,171		$	492,402
Cumulative rate sensitive assets to rate sensitive liabilities		379.8	%		216.3	%		142.7	%		123.7	%		130.9	%		132.9	%		122.1	%
Cumulative gap as a % of total earning assets		22.0	%		19.4	%		13.6	%		11.6	%		18.2	%		23.1	%		18.1	%

Item 4: CONTROLS AND PROCEDURES

Article I. Evaluation of Disclosure Controls

Based on their evaluation as of the end of the period covered by this Quarterly Report on Form 10-Q, the Chief Executive Officer and Chief Financial Officer have concluded that the disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934) are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. Additionally, our disclosure controls and procedures were also effective in ensuring that information required to be disclosed in our Exchange Act report is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer to allow timely decisions regarding required disclosures.

Article II. Changes in Internal Control Over Financial Reporting

There have not been any changes in the Company’s internal controls over financial reporting during the quarter ended March 31, 2010, which have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II: OTHER INFORMATION

Item 1. Legal Proceedings

There are no material pending legal proceedings, other than ordinary routine litigation incidental to its business, to which Home BancShares, Inc. or its subsidiaries are a party or of which any of their property is the subject.

Item 1A. Risk Factors

Other than the risk factor described below resulting from our recent FDIC-assisted acquisitions, there were no material changes from the risk factors set forth in Part I, Item 1A, “Risk Factors,” of our Form 10-K for the year ended December 31, 2009. See the discussion of our risk factors in the Form 10-K, as filed with the SEC. The risks described are not the only risks facing the Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

Our loss sharing agreements with the FDIC limit our ability to enter into certain change of control transactions, including the sale of significant amounts of our common stock by us or our shareholders, without the consent of the FDIC.

The loss sharing agreements we entered into with the FDIC in connection with our acquisitions of Old Southern Bank and Key West Bank require the consent of the FDIC in connection with certain change of control transactions, including the sale by the Company or by any individual shareholder, or group of shareholders acting in concert, of shares of our common stock totaling more than 9% of our outstanding common stock. This requirement could restrict or delay our ability to raise additional capital to fund acquisition or growth opportunities or for other purposes, or to pursue a merger or consolidation transaction that management may believe is in the best interest of our shareholders. This could also restrict or delay the ability of our shareholders to sell a substantial amount of our shares. In addition, if such a transaction were to occur without the FDIC’s consent, we could lose the benefit of the loss-share coverage provided by these agreements for certain covered assets.

Item 2: Unregistered Sales of Equity Securities and Use of Proceeds

Not applicable.

Item 3: Defaults Upon Senior Securities

Not applicable.

Item 4: (Reserved)


		Page No.
Part I: Financial Information

Item 1. Financial Statements

Consolidated Balance Sheets — March 31, 2010 (Unaudited) and December 31, 2009		4

Consolidated Statements of Income (Unaudited) — Three months ended March 31, 2010 and 2009		5

Consolidated Statements of Stockholders’ Equity (Unaudited) — Three months ended March 31, 2010 and 2009		6-7

Consolidated Statements of Cash Flows (Unaudited) — Three months ended March 31, 2010 and 2009		8

Condensed Notes to Consolidated Financial Statements (Unaudited)		9-34

Report of Independent Registered Public Accounting Firm		35

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		36-65

Item 3. Quantitative and Qualitative Disclosure About Market Risk		66-68

Item 4. Controls and Procedures		69

Part II: Other Information

Item 1. Legal Proceedings		69

Item1A. Risk Factors		69

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		69

Item 3. Defaults Upon Senior Securities		69

Item 4. (Reserved)		69

Item 5. Other Information		70

Item 6. Exhibits		70

Signatures		71

Exhibit List
EX-12.1
EX-15
EX-31.1
EX-31.2
EX-32.1
EX-32.2

	12.1		Computation of Ratios of Earnings to Fixed Charges

	15		Awareness of Independent Registered Public Accounting Firm

	31.1		CEO Certification Pursuant Rule 13a-14(a)/15d-14(a)

	31.2		CFO Certification Pursuant Rule 13a-14(a)/15d-14(a)

	32.1		CEO Certification Pursuant 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes – Oxley Act of 2002

	32.2		CFO Certification Pursuant 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes – Oxley Act of 2002


HOME BANCSHARES, INC. (Registrant)
Date: May 10, 2010	/s/ C. Randall Sims
	C. Randall Sims, Chief Executive Officer



Date: May 10, 2010	/s/ Randy E. Mayor
	Randy E. Mayor, Chief Financial Officer