e10vq
Table of Contents

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
(Mark One)
     
þ   Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Quarterly Period Ended June 30, 2007
or
     
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 is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act.
Large accelerated filer o       Accelerated filer o       Non-accelerated filer þ
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: 17,238,530 shares as of July 30, 2007.
 
 

 


 

HOME BANCSHARES, INC.
FORM 10-Q
June 30, 2007
INDEX
         
    Page No.
       
 
       
       
 
       
    4  
 
       
    5  
 
       
    6-7  
 
       
    8  
 
       
    9-24  
 
       
    25  
 
       
    26-53  
 
       
    54-56  
 
       
    57  
 
       
       
 
       
    58  
 
       
    58  
 
       
    58  
 
       
    58  
 
       
    58-59  
 
       
    59  
 
       
    59  
 
       
    60  
 
       
 Fourth Amendment to the Restated Articles of Incorporation of Home BancShares, Inc.
 Amendment to Home BancShares, Inc. 2006 Stock Option and Performance Incentive Plan
 Awareness of Independent Registered Public Accounting Firm
 CEO Certification Pursuant to Rule 13a-14(a)/15d-14(a)
 CFO Certification Pursuant to Rule 13a-14(a)/15d-14(a)
 CEO Certification Pursuant to 18 U.S.C. Section 1350
 CFO Certification Pursuant to 18 U.S.C. Section 1350


Table of Contents

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 or a 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 20, 2007.

 


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PART I: FINANCIAL INFORMATION
Item 1: Financial Statements
Home BancShares, Inc.
Consolidated Balance Sheets
                 
(In thousands, except share data)   June 30, 2007     December 31, 2006  
    (Unaudited)          
Assets
               
Cash and due from banks
  $ 51,110     $ 53,004  
Interest-bearing deposits with other banks
    2,431       6,696  
 
           
Cash and cash equivalents
    53,541       59,700  
Federal funds sold
    10,182       9,003  
Investment securities — available for sale
    458,782       531,891  
Loans receivable
    1,525,013       1,416,295  
Allowance for loan losses
    (28,112 )     (26,111 )
 
           
Loans receivable, net
    1,496,901       1,390,184  
Bank premises and equipment, net
    64,656       57,339  
Foreclosed assets held for sale
    182       435  
Cash value of life insurance
    46,862       42,149  
Investments in unconsolidated affiliates
    14,836       12,449  
Accrued interest receivable
    14,847       13,736  
Deferred tax asset, net
    11,023       8,361  
Goodwill
    37,527       37,527  
Core deposit and other intangibles
    8,580       9,458  
Other assets
    22,002       18,416  
 
           
Total assets
  $ 2,239,921     $ 2,190,648  
 
           
 
               
Liabilities and Stockholders’ Equity
               
Deposits:
               
Demand and non-interest-bearing
  $ 224,675     $ 215,142  
Savings and interest-bearing transaction accounts
    612,853       582,425  
Time deposits
    805,485       809,627  
 
           
Total deposits
    1,643,013       1,607,194  
Federal funds purchased
          25,270  
Securities sold under agreements to repurchase
    127,392       118,825  
FHLB borrowed funds
    175,455       151,768  
Accrued interest payable and other liabilities
    11,061       11,509  
Subordinated debentures
    44,618       44,663  
 
           
Total liabilities
    2,001,539       1,959,229  
Stockholders’ equity:
               
Common stock, par value $0.01 in 2007 and 2006; shares authorized 50,000,000 in 2007 and 25,000,000 in 2006; shares issued and outstanding 17,238,387 in 2007 and 17,205,649 in 2006
    172       172  
Capital surplus
    195,257       194,595  
Retained earnings
    50,333       41,544  
Accumulated other comprehensive loss
    (7,380 )     (4,892 )
 
           
Total stockholders’ equity
    238,382       231,419  
 
           
Total liabilities and stockholders’ equity
  $ 2,239,921     $ 2,190,648  
 
           
See Condensed Notes to Consolidated Financial Statements.

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Home BancShares, Inc.
Consolidated Statements of Income
                                 
    Three Months Ended     Six Months Ended  
    June 30,     June 30,  
(In thousands, except per share data)   2007     2006     2007     2006  
    (Unaudited)
Interest income:
                               
Loans
  $ 29,776     $ 24,003     $ 58,064     $ 45,845  
Investment securities
                               
Taxable
    4,273       4,711       8,859       9,436  
Tax-exempt
    1,025       965       2,051       1,932  
Deposits — other banks
    30       24       79       65  
Federal funds sold
    40       183       275       342  
 
                       
Total interest income
    35,144       29,886       69,328       57,620  
 
                       
 
                               
Interest expense:
                               
Interest on deposits
    14,091       11,144       28,224       20,673  
Federal funds purchased
    247       154       452       458  
FHLB and other borrowed funds
    2,033       1,486       3,844       2,962  
Securities sold under agreements to repurchase
    1,281       994       2,505       1,864  
Subordinated debentures
    747       745       1,496       1,494  
 
                       
Total interest expense
    18,399       14,523       36,521       27,451  
 
                       
 
                               
Net interest income
    16,745       15,363       32,807       30,169  
Provision for loan losses
    680       590       1,500       1,074  
 
                       
Net interest income after provision for loan losses
    16,065       14,773       31,307       29,095  
 
                       
 
                               
Non-interest income:
                               
Service charges on deposit accounts
    2,669       2,263       5,257       4,315  
Other services charges and fees
    1,334       584       2,834       1,195  
Trust fees
    30       169       54       321  
Data processing fees
    209       215       427       408  
Mortgage banking income
    478       439       826       850  
Insurance commissions
    171       205       460       489  
Income from title services
    238       282       394       519  
Increase in cash value of life insurance
    617       55       1,215       106  
Dividends from FHLB, FRB & bankers’ bank
    207       154       434       260  
Equity in loss of unconsolidated affiliates
    (56 )     (32 )     (170 )     (148 )
Gain on sale of SBA loans
    170             170       34  
Gain on sale of premises and equipment, net
    167       26       181       28  
Gain on securities, net
          1             1  
Other income
    349       238       706       622  
 
                       
Total non-interest income
    6,583       4,599       12,788       9,000  
 
                       
 
                               
Non-interest expense:
                               
Salaries and employee benefits
    7,757       7,399       15,197       14,747  
Occupancy and equipment
    2,342       2,123       4,552       4,128  
Data processing expense
    670       670       1,314       1,237  
Other operating expenses
    4,748       3,951       9,195       7,650  
 
                       
Total non-interest expense
    15,517       14,143       30,258       27,762  
 
                       
Income before income taxes
    7,131       5,229       13,837       10,333  
Income tax expense
    2,070       1,593       4,015       3,181  
 
                       
Net income available to all shareholders
    5,061       3,636       9,822       7,152  
Less: Preferred stock dividends
          155             310  
 
                       
Income available to common shareholders
  $ 5,061     $ 3,481     $ 9,822     $ 6,842  
 
                       
Basic earnings per share
  $ 0.29     $ 0.28     $ 0.57     $ 0.56  
 
                       
Diluted earnings per share
  $ 0.29     $ 0.25     $ 0.56     $ 0.49  
 
                       
See Condensed Notes to Consolidated Financial Statements.

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Home BancShares, Inc.
Consolidated Statements of Stockholders’ Equity
Six Months Ended June 30, 2007 and 2006
                                                         
                                            Accumulated        
                                            Other        
    Preferred     Preferred     Common     Capital     Retained     Comprehensive        
(In thousands, except share data)   Stock A     Stock B     Stock     Surplus     Earnings     Income (Loss)     Total  
               
Balance at January 1, 2006
  $ 21     $ 2     $ 121     $ 146,285     $ 27,331     $ (7,903 )   $ 165,857  
Comprehensive income (loss):
                                                       
Net income
                            7,152             7,152  
Other comprehensive income (loss):
                                                       
Unrealized loss on investment securities available for sale, net of tax effect of $2,207
                                  (3,418 )     (3,418 )
Unconsolidated affiliates unrecognized loss on investment securities available for sale, net of taxes recorded by the unconsolidated affiliate
                                  (29 )     (29 )
 
                                                     
Comprehensive income
                                                    3,705  
Issuance of 2,500,000 shares of common stock from Initial Public Offering, net of offering costs of $4,068
                25       40,907                   40,932  
Issuance of 14,617 shares of preferred stock A from exercise of stock options
                      2                   2  
Net issuance of 681 shares of preferred stock B from exercise of stock options
                      8                   8  
Net issuance of 33,104 shares of common stock from exercise of stock options
                      309                   309  
Tax benefit from stock options exercised
                      131                   131  
Share-based compensation
                      205                   205  
Cash dividends — Preferred Stock A, $0.125 per share
                            (262 )           (262 )
Cash dividends — Preferred Stock B, $0.285 per share
                            (48 )           (48 )
Cash dividends — Common Stock, $0.04 per share
                            (486 )           (486 )
 
                                         
Balances at June 30, 2006 (unaudited)
    21       2       146       187,847       33,687       (11,350 )     210,353  
Comprehensive income (loss):
                                                       
Net income
                            8,766             8,766  
Other comprehensive income (loss):
                                                       
Unrealized gain on investment securities available for sale, net of tax effect of $4,133
                                  6,412       6,412  
Unconsolidated affiliates unrecognized gain on investment securities available for sale, net of taxes recorded by the unconsolidated affiliate
                                  46       46  
 
                                                     
Comprehensive income
                                                    15,224  
Conversion of 2,090,812 shares of preferred stock A to 1,650,489 shares of common stock
    (21 )           17       2                   (2 )
Conversion of 169,760 shares of preferred stock B to 509,280 shares of common stock
          (2 )     5       (3 )                  
Issuance of 375,000 shares of common stock from Initial Public Offering, net of offering costs of $477
                4       6,269                   6,273  
Issuance of 23,912 shares of common stock from exercise of stock options
                      225                   225  
Tax benefit from stock options exercised
                      80                   80  
Share-based compensation
                      175                   175  
Cash dividends — Preferred Stock A, $0.0208 per share
                            (41 )           (41 )
Cash dividends — Preferred Stock B, $0.0475 per share
                            (8 )           (8 )
Cash dividends — Common Stock, $0.05 per share
                            (860 )           (860 )
 
                                         
Balances at December 31, 2006
                172       194,595       41,544       (4,892 )     231,419  
See Condensed Notes to Consolidated Financial Statements.

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Home BancShares, Inc.
Consolidated Statements of Stockholders’ Equity – Continued
Six Months Ended June 30, 2007 and 2006
                                                         
                                            Accumulated        
                                            Other        
    Preferred     Preferred     Common     Capital     Retained     Comprehensive        
(In thousands, except share data)   Stock A     Stock B     Stock     Surplus     Earnings     Income (Loss)     Total  
               
Comprehensive income (loss):
                                                       
Net income
                            9,822             9,822  
Other comprehensive income (loss):
                                                       
Unrealized loss on investment securities available for sale, net of tax effect of $1,560
                                  (2,420 )     (2,420 )
Unconsolidated affiliates unrecognized loss on investment securities available for sale, net of taxes recorded by the unconsolidated affiliate
                                  (68 )     (68 )
 
                                                     
Comprehensive income
                                                    7,334  
Issuance of 32,738 shares of common stock from exercise of stock options
                      237                   237  
Tax benefit from stock options exercised
                      203                   203  
Share-based compensation
                      222                   222  
Cash dividends — Common Stock, $0.06 per share
                            (1,033 )           (1,033 )
 
                                         
Balances at June 30, 2007 (unaudited)
  $     $     $ 172     $ 195,257     $ 50,333     $ (7,380 )   $ 238,382  
 
                                         
See Condensed Notes to Consolidated Financial Statements.

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Home BancShares, Inc.
Consolidated Statements of Cash Flows
                 
    Period Ended June 30,  
(In thousands)   2007     2006  
    (Unaudited)  
Operating Activities
               
Net income
  $ 9,822     $ 7,152  
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
               
Depreciation
    2,158       2,282  
Amortization/Accretion
    802       1,281  
Share-based compensation
    222       205  
Tax benefits from stock options exercised
    (203 )     (131 )
Loss (gain) on sale of assets
    226       (282 )
Provision for loan losses
    1,500       1,074  
Deferred income tax benefit
    (1,110 )     (852 )
Equity in loss of unconsolidated affiliates
    170       148  
Increase in cash value of life insurance
    (1,215 )     (106 )
Originations of mortgage loans held for sale
    (48,679 )     (45,305 )
Proceeds from sales of mortgage loans held for sale
    45,543       43,721  
Changes in assets and liabilities:
               
Accrued interest receivable
    (1,111 )     (1,429 )
Other assets
    (3,586 )     (6,032 )
Accrued interest payable and other liabilities
    (245 )     2,696  
 
           
Net cash provided by operating activities
    4,294       4,422  
 
           
 
               
Investing Activities
               
Net (increase) decrease in federal funds sold
    (1,179 )     (4,047 )
Net (increase) decrease in loans
    (108,201 )     (123,604 )
Purchases of investment securities available for sale
    (118,933 )     (66,268 )
Proceeds from maturities of investment securities available for sale
    188,101       74,397  
Proceeds from sales of investment securities available for sale
          1,000  
Proceeds from sale of loans
    2,957       540  
Proceeds from foreclosed assets held for sale
    371       1,283  
Purchases of premises and equipment, net
    (9,656 )     (3,048 )
Purchase of bank owned life insurance
    (3,498 )      
Investments in unconsolidated affiliates
    (2,625 )     (3,000 )
 
           
Net cash used in investing activities
    (52,663 )     (122,747 )
 
           
 
               
Financing Activities
               
Net increase (decrease) in deposits
    35,819       92,099  
Net increase (decrease) in securities sold under agreements to repurchase
    8,567       18,108  
Net increase (decrease) in federal funds purchased
    (25,270 )     (34,490 )
Net increase (decrease) in FHLB and other borrowed funds
    23,687       23,265  
Repayment of line of credit
          (14,000 )
Proceeds from initial public offering, net
          40,932  
Proceeds from exercise of stock options
    237       319  
Tax benefits from stock options exercised
    203       131  
Dividends paid
    (1,033 )     (796 )
 
           
Net cash provided by financing activities
    42,210       125,568  
 
           
Net change in cash and cash equivalents
    (6,159 )     7,243  
Cash and cash equivalents — beginning of year
    59,700       44,679  
 
           
Cash and cash equivalents — end of period
  $ 53,541     $ 51,922  
 
           
See Condensed Notes to Consolidated Financial Statements.

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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 financial 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 five wholly owned community bank subsidiaries. Three of our bank subsidiaries are located in the central Arkansas market area, a fourth serves Stone County in north central Arkansas, and a fifth serves the Florida Keys 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
     The Company is organized on a subsidiary bank-by-bank basis upon which management makes decisions regarding how to allocate resources and assess performance. Each of the subsidiary banks provides a group of similar community banking services, including such products and services as loans, time deposits, checking and savings accounts. The individual bank segments have similar operating and economic characteristics and have been reported as one aggregated operating segment.
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.

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Investments in Unconsolidated Affiliates
     The Company has a 20.4% and 20.1% investment in White River Bancshares, Inc. (WRBI) at June 30, 2007 and December 31, 2006, respectively. The Company’s investment in WRBI at June 30, 2007 and December 31, 2006 totaled $13.5 million and $11.1 million, respectively. The investment in WRBI is accounted for on the equity method. The Company’s share of WRBI operating loss included in non-interest income in the three and six months ended June 30, 2007 totaled $56,000 and $170,000, respectively. The Company’s share of WRBI operating loss included in non-interest income in the three and six months ended June 30, 2006 totaled $32,000 and $148,000, respectively. The Company’s share of WRBI unrealized loss on investment securities available for sale at June 30, 2007 and December 31, 2006 amounted to $70,000 and $2,000, respectively. See the “Acquisitions” footnote related to the Company’s acquisition of WRBI.
     The Company has invested funds representing 100% ownership in four statutory trusts which issue trust preferred securities. The Company’s investment in these trusts was $1.3 million at June 30, 2007 and December 31, 2006, respectively. Under generally accepted accounting principles, these trusts are not consolidated.
     The summarized financial information below represents an aggregation of the Company’s unconsolidated affiliates as of June 30, 2007 and 2006, and for the three-month and six-month periods then ended:
                                 
    Three Months Ended June 30,   Six Months Ended June 30,
    2007   2006   2007   2006
    (In thousands)
Assets
    509,366       311,262       509,366       311,262  
Liabilities
    443,152       253,579       443,152       253,579  
Equity
    66,214       57,683       66,214       57,683  
Net income (loss)
    (280 )     (161 )     (695 )     (673 )
Interim financial information
     The accompanying unaudited consolidated financial statements as of June 30, 2007 and 2006 have been prepared in condensed format, and therefore do not include all of the information and footnotes required by generally accepted accounting principles 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 2006 Form 10-K, filed with the Securities and Exchange Commission.

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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 share (EPS) for the three-month and six-month periods ended June 30:
                                 
    Three Months Ended June 30,     Six Months Ended June 30,  
    2007     2006     2007     2006  
    (In thousands)  
Net income available to all shareholders
  $ 5,061     $ 3,636     $ 9,822     $ 7,152  
Less: Preferred stock dividends
          (155 )           (310 )
 
                       
Income available to common shareholders
  $ 5,061     $ 3,481     $ 9,822     $ 6,842  
 
                       
 
                               
Average shares outstanding
    17,235       12,224       17,227       12,174  
Effect of common stock options
    309       117       289       104  
Effect of preferred stock options
          29             29  
Effect of preferred stock conversions
          2,160             2,156  
 
                       
Diluted shares outstanding
    17,544       14,530       17,516       14,463  
 
                       
 
                               
Basic earnings per share
  $ 0.29     $ 0.28     $ 0.57     $ 0.56  
Diluted earnings per share
  $ 0.29     $ 0.25     $ 0.56     $ 0.49  
2. Acquisitions
     In January 2005, HBI purchased 20% of the common stock during the formation of White River Bancshares, Inc. of Fayetteville, Arkansas for $9.1 million. White River Bancshares owns all of the stock of Signature Bank of Arkansas, with branch locations in the northwest Arkansas area. In January 2006, White River Bancshares issued an additional $15.0 million of their common stock. To maintain a 20% ownership, the Company made an additional investment in White River Bancshares of $3.0 million in January 2006. During April 2007, White River Bancshares acquired 100% of the stock of Brinkley Bancshares, Inc. in Brinkley, Arkansas. As a result, HBI made a $2.6 million additional investment in White River Bancshares on June 29, 2007 to maintain its 20% ownership. At June 30, 2007, White River Bancshares had approximately $465.0 million in total assets, $356.8 million in total loans and $336.2 million in total deposits.

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3. Investment Securities
     The amortized cost and estimated market value of investment securities were as follows:
                                 
    June 30, 2007  
    Available for Sale  
            Gross     Gross        
    Amortized     Unrealized     Unrealized     Estimated  
    Cost     Gains     (Losses)     Fair Value  
    (In thousands)  
U.S. government-sponsored enterprises
  $ 156,926     $ 9     $ (4,543 )   $ 152,392  
Mortgage-backed securities
    203,512       29       (6,886 )     196,655  
State and political subdivisions
    98,376       809       (1,348 )     97,837  
Other securities
    12,036             (138 )     11,898  
 
                       
 
                               
Total
  $ 470,850     $ 847     $ (12,915 )   $ 458,782  
 
                       
                                 
    December 31, 2006  
    Available for Sale  
            Gross     Gross        
    Amortized     Unrealized     Unrealized     Estimated  
    Cost     Gains     (Losses)     Fair Value  
    (In thousands)  
U.S. government-sponsored enterprises
  $ 199,085     $ 79     $ (2,927 )   $ 196,237  
Mortgage-backed securities
    225,747       41       (5,988 )     219,800  
State and political subdivisions
    102,536       1,360       (496 )     103,400  
Other securities
    12,631             (177 )     12,454  
 
                       
Total
  $ 539,999     $ 1,480     $ (9,588 )   $ 531,891  
 
                       
     Assets, principally investment securities, having a carrying value of approximately $216.2 million and $287.2 million at June 30, 2007 and December 31, 2006, 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 $127.4 million and $118.8 million at June 30, 2007 and December 31, 2006, respectively.
     During 2007, the Company did not sell any available for sale securities. During the three and six months ended June 30, 2006, $1.0 million in available for sale securities were sold. The gross realized gains on such sales totaled $1,000. The income tax expense/benefit related to net security gains and losses was 39.23% of the gross amounts for the periods.

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     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 paragraph 16 of SFAS No. 115, EITF 03-1, Staff Accounting Bulletin 59 and FASB Staff Position No. 115-1. Certain investment securities are valued less than their historical cost. These declines primarily resulted from recent increases in market interest rates. Based on evaluation of available evidence, management believes the declines in fair value for these securities are temporary. It is management’s 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.
4: Loans Receivable and Allowance for Loan Losses
     The various categories of loans are summarized as follows:
                 
    June 30,     December 31,  
    2007     2006  
    (In thousands)  
Real estate:
               
Commercial real estate loans
               
Non-farm/non-residential
  $ 555,466     $ 465,306  
Construction/land development
    368,632       393,410  
Agricultural
    32,235       11,659  
Residential real estate loans
               
Residential 1-4 family
    240,003       229,588  
Multifamily residential
    37,559       37,440  
 
           
Total real estate
    1,233,895       1,137,403  
Consumer
    43,964       45,056  
Commercial and industrial
    205,760       206,559  
Agricultural
    24,969       13,520  
Other
    16,425       13,757  
 
           
Total loans receivable before allowance for loan losses
    1,525,013       1,416,295  
Allowance for loan losses
    28,112       26,111  
 
           
Total loans receivable, net
  $ 1,496,901     $ 1,390,184  
 
           
     The following is a summary of activity within the allowance for loan losses:
                 
    2007     2006  
    (In thousands)  
Balance, beginning of year
  $ 26,111     $ 24,175  
Additions
               
Provision charged to expense
    1,500       1,074  
 
               
Net (recoveries) loans charged off
               
Losses charged to allowance, net of recoveries of $669 and $771 for the first six months of 2007 and 2006, respectively
    (501 )     4  
 
           
 
               
Balance, June 30
  $ 28,112       25,245  
 
             
 
               
Additions
               
Provision charged to expense
            1,233  
 
               
Net loans charged off
               
Losses charged to allowance, net of recoveries of $372 for the last six months of 2006
            367  
 
             
 
               
Balance, end of year
          $ 26,111  
 
             

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     At June 30, 2007 and December 31, 2006, accruing loans delinquent 90 days or more totaled $105,000 and $641,000, respectively. Non-accruing loans at June 30, 2007 and December 31, 2006 were $19.0 million and $3.9 million, respectively.
     During the three-month period ended June 30, 2007, the Company sold $2.8 million of the guaranteed portion of certain SBA loans, which resulted in gains of $170,000. During the three-month period ended June 30, 2006, the Company did not sell any of the guaranteed portion of SBA loans. During the six-month periods ended June 30, 2007 and 2006, the Company sold $2.8 million and $506,000, respectively, of the guaranteed portion of certain SBA loans, which resulted in gains of $170,000 and $34,000, respectively.
     Mortgage loans held for resale of approximately $5.5 million and $2.4 million at June 30, 2007 and December 31, 2006, 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.
     At June 30, 2007 and December 31, 2006, impaired loans totaled $19.2 million and $11.2 million, respectively. As of June 30, 2007 and 2006, average impaired loans were $13.1 million and $5.4 million, respectively. All impaired loans had designated reserves for possible loan losses. Reserves relative to impaired loans were $1.8 million and $2.1 million at June 30, 2007 and December 31, 2006, respectively. Interest recognized on impaired loans during 2007 and 2006 was immaterial.
5: Goodwill and Core Deposits and Other Intangibles
     Changes in the carrying amount and accumulated amortization of the Company’s core deposits and other intangibles at June 30, 2007 and December 31, 2006, were as follows:
                 
    June 30,     December 31,  
    2007     2006  
    (In thousands)  
Gross carrying amount
  $ 13,457     $ 13,457  
Accumulated amortization
    4,877       3,999  
 
           
Net carrying amount
  $ 8,580     $ 9,458  
 
           
     Core deposit and other intangible amortization for the three months ended June 30, 2007 and 2006 was approximately $439,000. Core deposit intangible amortization for the six months ended June 30, 2007 and 2006 was approximately $878,000 and $864,000, respectively. Including all of the mergers completed, HBI’s estimated amortization expense of core deposits and other intangibles for each of the years 2007 through 2011 is: 2007 — $1.7 million; 2008 — $1.7 million; 2009 — $1.7 million; 2010 — $1.6 million; and 2011 — $981,000.
     The carrying amount of the Company’s goodwill was $37.5 million at June 30, 2007 and December 31, 2006. Goodwill is tested annually for impairment. 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.
6: Deposits
     The aggregate amount of time deposits with a minimum denomination of $100,000 was $425.4 million and $486.3 million at June 30, 2007 and December 31, 2006, respectively. Interest expense applicable to certificates in excess of $100,000 totaled $5.5 million and $4.7 million for the three months ended June 30, 2007 and 2006, respectively. Interest expense applicable to certificates in excess of $100,000 totaled $11.3 million and $8.6 million for the six months ended June 30, 2007 and 2006, respectively.

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     Deposits totaling approximately $208.2 million and $203.0 million at June 30, 2007 and December 31, 2006, respectively, were public funds obtained primarily from state and political subdivisions in the United States.
7: FHLB Borrowed Funds
     The Company’s FHLB borrowed funds were $175.5 million and $151.8 million at June 30, 2007 and December 31, 2006, respectively. The outstanding balance for June 30, 2007 includes $40.0 million of short-term advances and $135.5 million of long-term advances. The outstanding balance for December 31, 2006 includes $5.0 million of short-term advances and $146.8 million of long-term advances. The long-term FHLB advances mature from 2007 to 2020 with interest rates ranging from 2.019% to 5.42% and are secured by residential real estate loans.
8: Subordinated Debentures
     Subordinated Debentures at June 30, 2007 and December 31, 2006 consisted of guaranteed payments on trust preferred securities with the following components:
                 
    June 30,     December 31,  
    2007     2006  
    (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, callable in 2008 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
    3,379       3,424  
Subordinated debentures, issued in 2003, due 2033, floating rate of 3.15% above the three-month LIBOR rate, reset quarterly, callable in 2008 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  
 
           
Total subordinated debt
  $ 44,618     $ 44,663  
 
           
     As a result of the acquisition of Marine Bancorp, Inc., the Company has an interest rate swap agreement that effectively converts the floating rate on the $5.2 million trust preferred security noted above into a fixed interest rate of 7.29%, thus reducing the impact of interest rate changes on future interest expense until the call date.
     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.

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9: Income Taxes
     The following is a summary of the components of the provision for income taxes for the three-month and six-month periods ended June 30:
                                 
    Three Months Ended June 30,     Six Months Ended June 30,  
    2007     2006     2007     2006  
    (In thousands)  
Current:
                               
Federal
  $ 2,266     $ 1,690     $ 4,518     $ 3,366  
State
    317       336       607       668  
 
                       
Total current
    2,583       2,026       5,125       4,034  
 
                       
 
                               
Deferred:
                               
Federal
    (431 )     (361 )     (932 )     (712 )
State
    (82 )     (72 )     (178 )     (141 )
 
                       
Total deferred
    (513 )     (433 )     (1,110 )     (853 )
 
                       
Provision for income taxes
  $ 2,070     $ 1,593     $ 4,015     $ 3,181  
 
                       
     The reconciliation between the statutory federal income tax rate and effective income tax rate is as follows for the three-month and six-month periods ended June 30:
                                 
    Three Months Ended   Six Months Ended
    June 30,   June 30,
    2007   2006   2007   2006
Statutory federal income tax rate
    35.00 %     35.00 %     35.00 %     35.00 %
Effect of nontaxable interest income
    (4.74 )     (5.95 )     (4.83 )     (6.06 )
Cash value of life insurance
    (3.03 )     (0.36 )     (3.07 )     (0.36 )
State income taxes, net of federal benefit
    2.15       1.97       2.02       1.96  
Other
    (0.35 )     (0.20 )     (0.10 )     0.24  
 
                               
Effective income tax rate
    29.03 %     30.46 %     29.02 %     30.78 %
 
                               

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     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:
                 
    June 30,     December 31,  
    2007     2006  
    (In thousands)  
Deferred tax assets:
               
Allowance for loan losses
  $ 11,003     $ 10,219  
Deferred compensation
    290       244  
Defined benefit pension plan
          107  
Stock options
    238       155  
Non-accrual interest income
    473       489  
Investment in unconsolidated subsidiary
    552       485  
Unrealized loss on securities
    4,731       3,179  
Other
    155       170  
 
           
Gross deferred tax assets
    17,442       15,048  
 
           
Deferred tax liabilities:
               
Accelerated depreciation on premises and equipment
    1,990       2,082  
Core deposit intangibles
    3,225       3,552  
Market value of cash flow hedge
    17       25  
FHLB dividends
    644       567  
Other
    543       461  
 
           
Gross deferred tax liabilities
    6,419       6,687  
 
           
Net deferred tax assets
  $ 11,023     $ 8,361  
 
           
10: Common Stock and Stock Compensation Plans
     On August 1, 2006, the Company redeemed and converted the issued and outstanding shares of Home BancShares’s Class A Preferred Stock and Class B Preferred Stock into Home BancShares Common Stock. The conversion of the preferred stock increased the Company’s outstanding common stock by approximately 2.2 million shares.
     The holder’s of shares of Class A Preferred Stock, received 0.789474 of Home BancShares Common Stock for each share of Class A Preferred Stock owned, plus a check for the pro rata amount of the third quarter Class A Preferred Stock dividend accrued through July 31, 2006. The Class A Preferred shareholders did not receive fractional shares, instead they received cash at a rate of $12.67 times the fraction of a share they otherwise would have been entitled to.
     The holders of shares of Class B Preferred Stock received three shares of Home BancShares Common Stock for each share of Class B Preferred Stock owned, plus a check for the pro rata amount of the third quarter Class B Preferred Stock dividend accrued through July 31, 2006.
     On June 22, 2006, the Company priced its initial public offering of 2.5 million shares of common stock at $18.00 per share. The total price to the public for the shares offered and sold by the Company was $45.0 million. The amount of expenses incurred for the Company’s account in connection with the offering includes approximately $3.1 million of underwriting discounts and commissions and offering expenses of approximately $1.0 million. The Company received net proceeds of approximately $40.9 million from its sale of shares after deducting sales commissions and expenses.
     On July 21, 2006, the underwriter’s of the Company’s initial public offering exercised and completed their option to purchase an additional 375,000 shares of common stock to cover over-allotments effective July 26, 2006. The Company received net proceeds of approximately $6.3 million from this sale of shares after deducting sales commissions.

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     On March 13, 2006, the Company’s board of directors adopted the 2006 Stock Option and Performance Incentive Plan. The Plan was submitted to the shareholders for approval at the 2006 annual meeting of shareholders. 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 which was amended at the 2007 shareholder meeting provides for the granting of incentive nonqualified options to purchase up to 1.5 million shares of common stock in the Company.
     The Plan amends and restates various prior plans that were either adopted by the Company or companies that were acquired. Awards made under any of the prior plans will be subject to the terms and conditions of the Plan, which is designed not to impair the rights of award holders under the prior plans. The Plan goes beyond the prior plans by including new types of awards (such as unrestricted stock, performance shares, and performance and annual incentive awards) in addition to the stock options (incentive and non-qualified), stock appreciation rights, and restricted stock that could have been awarded under one or more of the prior plans. In addition, the Company’s outstanding preferred stock options are also subject to the Plan.
     As of March 13, 2006, options for a total of 613,604 shares of common stock outstanding under the prior plans became subject to the Plan. Also, on that date, the Company’s board of directors replaced 341,000 outstanding stock appreciation rights with 354,640 options, each with an exercise price of $13.18. During 2005, the Company had issued 341,000 stock appreciation rights at $12.67 for certain executive employees throughout the Company. The appreciation rights were on a five-year cliff-vesting schedule with all appreciation rights vesting on December 31, 2009. The vesting was also subject to various financial performance goals of the Company and the subsidiary banks over the five-year period ending January 1, 2010. The options issued in replacement of the stock appreciation rights are subject to achievement of the same financial goals by the Company and the bank subsidiaries over the five-year period ending January 1, 2010.
     On January 1, 2006, the Company adopted the fair value recognition provisions of FASB Statement No. 123 (R), “Share-Based Payment” (“SFAS123(R)”), using the modified-prospective-transition method. Under that transition method, compensation cost is recognized beginning in 2006 includes: (a) the compensation cost for all share-based payments granted prior to, but not yet vested as of January 1, 2006, based on the grant date fair value estimated in accordance with the original provisions of FASB Statement No. 123, and (b) the compensation cost for all share-based payments granted subsequent to January 1, 2006, based on the grant-date fair value estimated in accordance with the provisions of SFAS 123 (R). Prior to January 1, 2006, the Company accounted for stock-based compensation using the intrinsic value method. Total unrecognized compensation cost, net of income tax benefit, related to non-vested awards, which are expected to be recognized over the vesting periods, was approximately $715,000 as of June 30, 2007.
     As a result of adopting SFAS 123(R), the Company’s income before income taxes and net income for the three months ended June 30, 2007, are $113,000 and $69,000 lower, respectively, than if the Company had continued to account for share-based compensation under the intrinsic method. As a result of adopting SFAS 123(R), the Company’s income before income taxes and net income for the six months ended June 30, 2007, are $222,000 and $135,000 lower, respectively, than if the Company had continued to account for share-based compensation under the intrinsic method. Basic and diluted earnings per share for the three months ended June 30, 2007, would have been $0.30 and $0.29, respectively, if the Company had not adopted Statement 123(R), compared to reported basic and diluted earnings per share of $0.29. Basic and diluted earnings per share for the six months ended June 30, 2007, would have been $0.58 and $0.57, respectively, if the Company had not adopted Statement 123(R), compared to reported basic and diluted earnings per share of $0.57 and $0.56, respectively. For purposes of pro forma disclosures as required by SFAS No. 123(R), the estimated fair value of stock options is amortized over the options’ vesting period. The intrinsic value of the stock options outstanding and vested at June 30, 2007 was $10.9 million and $7.1 million, respectively. The intrinsic value of the stock options exercised during the three-month and six-month periods ended June 30, 2007 was $254,000 and $517,000, respectively.

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     As a result of adopting SFAS 123(R), the Company’s income before income taxes and net income for the three months ended June 30, 2006, are $89,000 and $54,000 lower, respectively, than if the Company had continued to account for share-based compensation under the intrinsic method. As a result of adopting SFAS 123(R), the Company’s income before income taxes and net income for the six months ended June 30, 2006, are $205,000 and $127,000 lower, respectively, than if the Company had continued to account for share-based compensation under the intrinsic method. Basic and diluted earnings per share for the three months ended June 30, 2006, would have been $0.29 and $0.25, respectively, if the Company had not adopted Statement 123(R), compared to reported basic and diluted earnings per share of $0.28 and $0.25, respectively. Basic and diluted earnings per share for the six months ended June 30, 2006, would have been $0.57 and $0.50, respectively, if the Company had not adopted Statement 123(R), compared to reported basic and diluted earnings per share of $0.56 and $0.49, respectively.
     The table below summarized the transactions under the Company’s stock option plans at June 30, 2007 and December 31, 2006 and changes during the six-month period and year then ended, respectively:
                                 
    For Six Months Ended   For the Year Ended
    June 30, 2007   December 31, 2006
            Weighted           Weighted
            Average           Average
            Exercisable           Exercisable
    Shares (000)   Price   Shares (000)   Price
Outstanding, beginning of year
    1,032     $ 11.39       630     $ 10.07  
Granted
    35       23.24       410       14.22  
Converted options of preferred stock A
                9       8.66  
Converted options of preferred stock B
                71       6.36  
Forfeited
    (10 )     12.15       (31 )     12.90  
Exercised
    (33 )     7.25       (57 )     9.40  
 
                               
Outstanding, end of period
    1,024       11.94       1,032       11.39  
 
                               
Exercisable, end of period
    550     $ 9.56       560     $ 9.27  
 
                               

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     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. The weighted-average fair value of options granted during the six months ended June 30, 2007 and year-ended December 31, 2006, was $5.46 and $3.39, respectively. 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 Six Months Ended   For the Year Ended
    June 30, 2007   December 31, 2006
Expected dividend yield
    0.43 %     0.59 %
Expected stock price volatility
    9.91 %     9.23 %
Risk-free interest rate
    4.69 %     4.80 %
Expected life of options
  6.0 years   6.3 years
     The following is a summary of currently outstanding and exercisable options at June 30, 2007:
                                         
Options Outstanding   Options Exercisable
            Weighted-                
            Average   Weighted-           Weighted-
    Options   Remaining   Average   Options   Average
    Outstanding   Contractual Life   Exercise   Exercisable   Exercise
Exercise Prices   Shares (000)   (in years)   Price   Shares (000)   Price
$ 6.14 to $6.68
    48       4.9     $ 6.38       48     $ 6.38  
$ 7.33 to $8.66
    207       4.8       7.43       207       7.43  
$ 9.33 to $10.31
    107       6.2       10.17       101       10.18  
$11.34 to $11.67
    69       7.9       11.41       63       11.38  
$12.67 to $12.67
    184       9.5       12.67       128       12.67  
$13.18 to $13.18
    321       8.7       13.18       3       13.18  
$21.17 to $22.04
    67       9.3       21.36          
$23.27 to $24.15
    21       9.6       24.11          
 
                                       
 
    1,024                       550          
 
                                       
     At its April 20, 2007 meeting, our Board of Directors approved a Chairman's Retirement Plan for John Allison our Chairman and CEO. Beginning on Mr. Allison's 65th birthday, he will receive a $250,000 annual benefit to be paid for 10 consecutive years or until his death, whichever shall occur later. This will result in an estimated increase of $400,000 and $550,000 to non-interest expense for 2007 and 2008, respectively. During the second quarter of 2007, $128,000 of this expense was accrued, using an 8 percent discount factor.

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11. Non-Interest Expense
     The table below shows the components of non-interest expense for three and six months ended June 30, 2007 and 2006:
                                 
    Three Months Ended     Six Months Ended  
    June 30,     June 30,  
    2007     2006     2007     2006  
    (In thousands)  
Salaries and employee benefits
  $ 7,757     $ 7,399     $ 15,197     $ 14,747  
Occupancy and equipment
    2,342       2,123       4,552       4,128  
Data processing expense
    670       670       1,314       1,237  
Other operating expenses:
                               
Advertising
    580       612       1,209       1,170  
Amortization of intangibles
    439       439       878       864  
Electronic banking expense
    655       160       1,185       278  
Directors’ fees
    218       202       392       406  
Due from bank service charges
    51       84       107       154  
FDIC and state assessment
    231       127       491       252  
Insurance
    228       233       472       456  
Legal and accounting
    303       274       622       556  
Other professional fees
    214       149       384       283  
Operating supplies
    227       253       453       482  
Postage
    171       166       335       329  
Telephone
    233       284       461       504  
Other expense
    1,198       968       2,206       1,916  
 
                       
Total other operating expenses
    4,748       3,951       9,195       7,650  
 
                       
Total non-interest expense
  $ 15,517     $ 14,143     $ 30,258     $ 27,762  
 
                       
12: Concentration of Credit Risks
     The Company’s primary market area is in central Arkansas, north central Arkansas, northwest Arkansas, 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.

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13: Significant Estimates and Concentrations
     Accounting principles generally accepted in the United Sates 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 6.
14: 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 June 30, 2007 and December 31, 2006, commitments to extend credit of $304.5 million and $227.5 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 maximum amount of future payments the Company could be required to make under these guarantees at June 30, 2007 and December 31, 2006, is $17.0 million and $16.1 million, respectively.
     The Company and/or its subsidiary banks 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 of the Company and its subsidiaries.
15: Regulatory Matters
     The Company’s subsidiaries are 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 Company’s Arkansas bank subsidiaries are 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. Under Florida state banking law, regulatory approval will be required 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. As the result of historical special dividends paid and leveraged capital positions, the Company’s subsidiary banks do not have any significant undivided profits available for payment of dividends to the Company, without prior approval of the regulatory agencies at June 30, 2007.

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     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 June 30, 2007, each of the five subsidiary banks 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 was 11.33%, 13.36%, and 14.61%, respectively, as of June 30, 2007.
16: Additional Cash Flow Information
     The Company paid interest and taxes during the three and six months ended as follows:
                                 
    Three Months Ended   Six Months Ended
    June 30,   June 30,
    2007   2006   2007   2006
    (In thousands)
Interest paid
  $ 18,205     $ 13,923     $ 36,944     $ 26,826  
Income taxes paid
    2,800       3,420       3,150       3,420  
17: Recent Accounting Pronouncements
     In February 2007, the Financial Accounting Standards Board (FASB) issued SFAS No. 159 “The Fair Value Option for Financial Assets and Financial Liabilities” to provide companies with an option to report selected financial assets and liabilities at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. This statement shall be effective as of the beginning of each reporting entity’s first fiscal year that begins after November 15, 2007. The Company is currently evaluating the impact of the adoption of this standard, but does not expect it to have a material effect on the Company’s financial position or results of operations.
     In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements, which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. This Statement applies under other accounting pronouncements that require or permit fair value measurements, FASB having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. Accordingly, this Statement does not require any new fair value measurements. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The Company is currently evaluating the impact of the adoption of this standard, but does not expect it to have a material effect on the Company’s financial position or results of operations.

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     In September 2006, the FASB Emerging Issue Task Force (EITF) issued EITF 06-4, Accounting for Deferred Compensation and Postretirement Benefit Aspects of Endorsement Split-Dollar Life Insurance Arrangements. The EITF determined that for an endorsement split-dollar life insurance arrangement within the scope of the Issue, the employer should recognize a liability for future benefits in accordance with SFAS No. 106, Employers’ Accounting for Postretirement Benefits Other Than Pensions, or APB Opinion 12, Omnibus Opinion-1967, based on the substantive agreement with the employee. In March 2007, the FASB Emerging Issue Task Force (EITF) issued EITF 06-10, Accounting for Deferred Compensation and Postretirement Benefit Aspects of Collateral Assignment Split-Dollar Life Insurance Arrangements. The EITF determined that an employer should recognize a liability for the postretirement benefit related to a collateral assignment split-dollar life insurance arrangement in accordance with either Statement 106 (if, in substance, a postretirement benefit plan exists) or Opinion 12 (if the arrangement is, in substance, an individual deferred compensation contract) based on the substantive agreement with the employee. These Issues are effective for fiscal years beginning after December 15, 2007, with earlier application permitted. Entities should recognize the effects of applying EITF 06-4 through either (a) a change in accounting principle through a cumulative-effect adjustment to retained earnings or to other components of equity or net assets in the statement of financial position as of the beginning of the year of adoption or (b) a change in accounting principle through retrospective application to all prior periods. As of March 31, 2007, the Company has split-dollar life insurance arrangements with two executives of the Company that have death benefits. The Company is currently evaluating the impact that the adoption of EITF 06-4 and EITF 06-10, but does not expect it to have a material effect on the Company’s financial position or results of operations.
     In June 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes, which provides clarification for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with SFAS No. 109, Accounting for Income Taxes. This Interpretation prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. This Interpretation also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Interpretation is effective for fiscal years beginning after December 31, 2006. The Company adopted the Interpretation during the first quarter of 2007 without material effect on the Company’s financial position or results of operations.
     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.

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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 June 30, 2007 and the related condensed consolidated statements of income for the three-month and six-month periods ended June 30, 2007 and 2006 and statements of stockholders’ equity and cash flows for the six-month periods ended June 30, 2007 and 2006. 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, 2006 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 15, 2007, 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, 2006 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
August 7, 2007

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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 20, 2007, which includes the audited financial statements for the year ended December 31, 2006. 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 financial holding company headquartered in Conway, Arkansas, offering a broad array of financial services through our five wholly owned bank subsidiaries. As of June 30, 2007, we had, on a consolidated basis, total assets of $2.24 billion, loans receivable of $1.53 billion, total deposits of $1.64 billion, and shareholders’ equity of $238.4 million.
     We generate most of our revenue from interest on loans and investments, service charges, and mortgage banking income. Deposits are our primary source of funding. Our largest expenses are interest on these deposits and salaries and related employee benefits. We measure our performance by calculating our return on average 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 and for the Three Months   As of and for the Six Months
    Ended June 30,   Ended June 30,
    2007   2006   2007   2006
    (Dollars in thousands, except per share data)
Total assets
  $ 2,239,921     $ 2,043,487     $ 2,239,921     $ 2,043 487  
Loans receivable
    1,525,013       1,328,351       1,525,013       1,328,351  
Total deposits
    1,643,013       1,519,207       1,643,013       1,519,207  
Net income
    5,061       3,636       9,822       7,152  
Basic earnings per share
    0.29       0.28       0.57       0.56  
Diluted earnings per share
    0.29       0.25       0.56       0.49  
Diluted cash earnings per share (1)
    0.30       0.27       0.59       0.53  
Annualized net interest margin — FTE
    3.51 %     3.52 %     3.47 %     3.53 %
Efficiency ratio
    62.95       66.74       62.74       66.70  
Annualized return on average assets
    0.92       0.73       0.90       0.74  
Annualized return on average equity
    8.52       8.56       8.41       8.53  
 
(1)   See Table 16 “Diluted Cash Earnings Per Share” for a reconciliation to GAAP for diluted cash earnings per share.
Overview
     Our net income increased 39.2% to $5.1 million for the three-month period ended June 30, 2007, from $3.6 million for the same period in 2006. For the six months ended June 30, 2007, net income increased 37.3% to $9.8 million compared to $7.2 million for the same period in 2006. On a diluted earnings per share basis, our net earnings increased 16.0% to $0.29 for the three-month period ended June 30, 2007, as compared to $0.25 for the same period in 2006. Diluted earnings per share increased 14.3% to $0.56 per share for the six months ended June 30, 2007 compared to $0.49 for the same period in 2006. The increase in earnings per share for the three and six months ended June 30, 2007 is primarily associated with organic growth of our bank subsidiaries.

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     Our annualized return on average assets was 0.92% and 0.90% for the three and six months ended June 30, 2007, compared to 0.73% and 0.74% for the same periods in 2006, respectively. The increase was primarily due to the $1.4 million and $2.7 million increases in net income for the three and six months ended June 30, 2007, compared to the same periods in 2006.
     Our annualized return on average equity was 8.52% and 8.41% for the three and six months ended June 30, 2007, compared to 8.56% and 8.53% for the same periods in 2006, respectively. While net income for the three and six months ended June 30, 2007 increased considerably, return on average equity decreased slightly as a result of the increase in average stockholders’ equity from the net proceeds of our initial public offering and retained earnings.
     Our annualized net interest margin, on a fully taxable equivalent basis, was 3.51% and 3.47% for the three and six months ended June 30, 2007, compared to 3.52% and 3.53% for the same periods in 2006, respectively. Competitive pressures and a slightly inverted yield curve put pressure on our net interest margin causing the decline from June 30, 2006 to June 30, 2007. The current competitive pressures have eased somewhat during 2007 allowing for an improvement of our net interest margin on a linked quarter basis by achieving strong loan growth that was funded by both the run off in the investment portfolio and more reasonably priced interest-bearing liabilities.
     Our efficiency ratio (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) was 62.95% and 62.74% for three and six months ended June 30, 2007, compared to 66.74% and 66.70% for the same periods in 2006, respectively. The improvement in our efficiency ratio is primarily due to an increase in net interest income from the net proceeds of our initial public offering and continued improvement of our operation.
     Our total assets increased $49.3 million, an annualized growth of 4.5%, to $2.24 billion as of June 30, 2007, from $2.19 billion as of December 31, 2006. Our loan portfolio increased $108.7 million, an annualized growth of 15.5%, to $1.53 billion as of June 30, 2007, from $1.42 billion as of December 31, 2006. Shareholders’ equity increased $7.0 million, an annualized growth of 6.1%, to $238.4 million as of June 30, 2007, compared to $231.4 million as of December 31, 2006. Asset and loan increases are primarily associated with organic growth of our bank subsidiaries. The increase in stockholders’ equity was primarily the result of the retained earnings for the six months.
     As of June 30, 2007, our non-performing loans increased to $19.1 million, or 1.25%, of total loans from $4.5 million, or 0.32%, of total loans as of December 31, 2006. The allowance for loan losses as a percent of non-performing loans decreased to 147.4% as of June 30, 2007, compared to 574.4% from December 31, 2006. The primary result of this increase was associated with an $11.3 million loan that was downgraded to non-accrual status during the second quarter of 2007. However, during the third quarter of 2007 the borrower on this loan paid off the loan principal and interest due. If this loan had not been on non-accrual status as of June 30, 2007, the non-performing loans to total loans and the allowance for loan losses as a percent of non-performing loans would have been 0.51% and 359.6%, respectively.
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.

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     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 shareholders’ 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 and Allowance for Loan Losses. Substantially all of our loans receivable 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 resale. 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 collectibility, relevant credit exposure, particular risks inherent in different kinds of lending, current collateral values and other relevant factors.
     We consider a loan to be impaired when, based on current information and events, it is probable that we will be unable to collect all amounts due according to the contractual terms thereof. We apply this policy even if delays or shortfalls in payments are expected to be insignificant. All non-accrual loans and all loans that have been restructured from their original contractual terms are considered impaired loans. The aggregate amount of impaired loans is used 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 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.
     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 collectibility 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.

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     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 as required by SFAS No. 142, Goodwill and Other Intangible Assets, in the fourth quarter.
     Income Taxes. We use the liability method in accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based upon the difference between the values of the assets and liabilities as reflected in the financial statements and their related tax basis using enacted tax rates in effect for the year in which the differences are expected to be recovered or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes. Any estimated tax exposure items identified would be considered in a tax contingency reserve. Changes in any tax contingency reserve would be based on specific development, events, or transactions.
     We and our subsidiaries file consolidated tax returns. Our subsidiaries provide for income taxes on a separate return basis, and remit to us amounts determined to be currently payable.
     Stock Options. Prior to 2006, we elected to follow Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (APB 25), and related interpretations in accounting for employee stock options using the fair value method. Under APB 25, because the exercise price of the options equals the estimated market price of the stock on the issuance date, no compensation expense is recorded. On January 1, 2006, we adopted SFAS No. 123, Share-Based Payment (Revised 2004) which establishes standards for the accounting for transactions in which an entity (i) exchanges its equity instruments for goods and services, or (ii) incurs liabilities in exchange for goods and services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of the equity instruments. SFAS 123R eliminates the ability to account for stock-based compensation using APB 25 and requires that such transactions be recognized as compensation cost in the income statement based on their fair values on the measurement date, which is generally the date of the grant.
Acquisitions and Equity Investments
     In January 2005, HBI purchased 20% of the common stock during the formation of White River Bancshares, Inc. of Fayetteville, Arkansas for $9.1 million. White River Bancshares owns all of the stock of Signature Bank of Arkansas, with branch locations in the northwest Arkansas area. In January 2006, White River Bancshares issued an additional $15.0 million of their common stock. To maintain a 20% ownership, the Company made an additional investment in White River Bancshares of $3.0 million in January 2006. During April 2007, White River Bancshares acquired 100% of the stock of Brinkley Bancshares, Inc. in Brinkley, Arkansas. As a result, HBI made a $2.6 million additional investment in White River Bancshares on June 29, 2007 to maintain its 20% ownership. At June 30, 2007, White River Bancshares had approximately $465.0 million in total assets, $356.8 million in total loans and $336.2 million in total deposits.
     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. The Company’s acquisition focus will be to expand in its primary market areas of Arkansas and Florida. However, management was familiar with the Texas market with a prior institution and, if opportunities arise, would look to expand through a banking acquisition in the Texas market. 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.

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De Novo Branching
     We intend to continue to open new (commonly referred to de novo) branches in our current markets and in other attractive market areas if opportunities arise. During 2007, we opened branch locations in the Florida communities of Key West and Key Largo plus Quitman, Arkansas. Also during 2007, we consolidated two of our Cabot branch locations into one new financial center. Presently, we have three pending de novo branch locations in the Arkansas communities of Searcy (2) and Bryant.
Results of Operations
     Our net income increased 39.2% to $5.1 million for the three-month period ended June 30, 2007, from $3.6 million for the same period in 2006. For the six months ended June 30, 2007, net income increased 37.3% to $9.8 million compared to $7.2 million for the same period in 2006. On a diluted earnings per share basis, our net earnings increased 16.0% to $0.29 for the three-month period ended June 30, 2007, as compared to $0.25 for the same period in 2006. Diluted earnings per share increased 14.3% to $0.56 per share for the six months ended June 30, 2007 compared to $0.49 for the same period in 2006. The increase in earnings per share is primarily associated with organic growth of our bank subsidiaries.
     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.
     Net interest income on a fully taxable equivalent basis increased $1.4 million, or 9.0%, to $17.4 million for the three-month period ended June 30, 2007, from $16.0 million for the same period in 2006. This increase in net interest income was the result of a $5.3 million increase in interest income offset by $3.9 million increase in interest expense. The $5.3 million increase in interest income was primarily the result of organic growth of our bank subsidiaries combined with the repricing of our earning assets in the higher interest rate environment. The higher level of earning assets resulted in an improvement in interest income of $3.8 million, and our earning assets repricing in the higher interest rate environment resulted in a $1.5 million increase in interest income for the three-month period ended June 30, 2007. The $3.9 million increase in interest expense for the three-month period ended June 30, 2007, is primarily the result of organic growth of our bank subsidiaries and of our interest bearing liabilities repricing in the higher interest rate environment. The higher level of interest-bearing liabilities resulted in additional interest expense of $1.4 million. The repricing of our interest bearing liabilities in the higher interest rate environment resulted in a $2.5 million increase in interest expense for the three-month period ended June 30, 2007.
     Net interest income on a fully taxable equivalent basis increased $2.7 million, or 8.7%, to $34.0 million for the six-month period ended June 30, 2007, from $31.3 million for the same period in 2006. This increase in net interest income was the result of a $11.8 million increase in interest income offset by $9.1 million increase in interest expense. The $11.8 million increase in interest income was primarily the result of organic growth of our bank subsidiaries combined with the repricing of our earning assets in the higher interest rate environment. The higher level of earning assets resulted in an improvement in interest income of $8.0 million, and our earning assets repricing in the higher interest rate environment resulted in a $3.8 million increase in interest income for the six-month period ended June 30, 2007. The $9.1 million increase in interest expense for the six-month period ended June 30, 2007, is primarily the result of organic growth of our bank subsidiaries and of our interest bearing liabilities repricing in the higher interest rate environment. The higher level of interest-bearing liabilities resulted in additional interest expense of $3.0 million. The repricing of our interest bearing liabilities in the higher interest rate environment resulted in a $6.1 million increase in interest expense for the six-month period ended June 30, 2007.

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     Net interest margin, on a fully taxable equivalent basis, was 3.51% and 3.47% for the three and six months ended June 30, 2007 compared to 3.52% and 3.53% for the same periods in 2006, respectively. During 2006, competitive pressures and a slightly inverted yield curve put pressure on the Company’s net interest margin. The current competitive pressures have eased somewhat during 2007, allowing the Company to improve net interest margin on a linked quarter basis by achieving strong long growth that was funded by both the run off in the investment portfolio and more reasonably priced interest-bearing liabilities.
     Tables 1 and 2 reflect an analysis of net interest income on a fully taxable equivalent basis for the three-month and six-month periods ended June 30, 2007 and 2006, as well as changes in fully taxable equivalent net interest margin for the three-month and six-month periods ended June 30, 2007, compared to the same periods in 2006.
Table 1: Analysis of Net Interest Income
                                 
    Three Months Ended     Six Months Ended  
    June 30,     June 30,  
    2007     2006     2007     2006  
    (Dollars in thousands)  
Interest income
  $ 35,144     $ 29,886     $ 69,328     $ 57,620  
Fully taxable equivalent adjustment
    623       572       1,233       1,155  
 
                       
Interest income — fully taxable equivalent
    35,767       30,458       70,561       58,775  
Interest expense
    18,399       14,523       36,521       27,451  
 
                       
Net interest income — fully taxable equivalent
  $ 17,368     $ 15,935     $ 34,040     $ 31,324  
 
                       
Yield on earning assets — fully taxable equivalent
    7.23 %     6.72 %     7.18 %     6.61 %
Cost of interest-bearing liabilities
    4.24       3.67       4.23       3.53  
Net interest spread — fully taxable equivalent
    2.99       3.05       2.95       3.08  
Net interest margin — fully taxable equivalent
    3.51       3.52       3.47       3.53  
 
Table 2: Changes in Fully Taxable Equivalent Net Interest Margin
                 
    Three Months     Six Months  
    Ended     Ended  
    June 30,     June 30,  
    2007 vs. 2006     2007 vs. 2006  
    (In thousands)  
Increase in interest income due to change in earning assets
  $ 3,781     $ 7,953  
Increase in interest income due to change in earning asset yields
    1,528       3,833  
Increase in interest expense due to change in interest-bearing liabilities
    1,348       3,002  
Increase in interest expense due to change in interest rates paid on interest-bearing liabilities
    2,528       6,068  
 
           
Increase in net interest income
  $ 1,433     $ 2,716  
 
           

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     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 and six-month periods ended June 30, 2007 and 2006. 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 June 30,  
    2007     2006  
    Average     Income /     Yield /     Average     Income /     Yield /  
    Balance     Expense     Rate     Balance     Expense     Rate  
    (Dollars in thousands)  
ASSETS
                                               
Earning assets
                                               
Interest-bearing balances due from banks
  $ 2,319     $ 30       5.19 %   $ 2,125     $ 24       4.53 %
Federal funds sold
    3,058       40       5.25       14,823       183       4.95  
Investment securities — taxable
    375,609       4,273       4.56       430,923       4,711       4.38  
Investment securities — non- taxable
    96,943       1,586       6.56       91,979       1,496       6.52  
Loans receivable
    1,506,237       29,838       7.95       1,277,789       24,044       7.55  
 
                                       
Total interest-earning assets
    1,984,166       35,767       7.23       1,817,639       30,458       6.72  
 
                                           
Non-earning assets
    228,174                       174,109                  
 
                                           
Total assets
  $ 2,212,340                     $ 1,991,748                  
 
                                           
 
                                               
LIABILITIES AND SHAREHOLDERS’ EQUITY
                                               
Liabilities
                                               
Interest-bearing liabilities
                                               
Interest-bearing transaction and savings deposits
  $ 615,459     $ 4,648       3.03 %   $ 535,077     $ 3,226       2.42 %
Time deposits
    780,836       9,443       4.85       758,249       7,918       4.19  
 
                                       
Total interest-bearing deposits
    1,396,295       14,091       4.05       1,293,326       11,144       3.46  
Federal funds purchased
    18,379       247       5.39       11,992       154       5.15  
Securities sold under agreement to repurchase
    119,610       1,281       4.30       105,040       994       3.80  
FHLB and other borrowed funds
    162,880       2,033       5.01       134,088       1,486       4.45  
Subordinated debentures
    44,631       747       6.71       44,722       745       6.68  
 
                                       
Total interest-bearing liabilities
    1,741,795       18,399       4.24       1,589,168       14,523       3.67  
 
                                           
Non-interest bearing liabilities
                                               
Non-interest-bearing deposits
    220,411                       221,723                  
Other liabilities
    11,977                       10,443                  
 
                                           
Total liabilities
    1,974,183                       1,821,334                  
Shareholders’ equity
    238,157                       170,414                  
 
                                           
Total liabilities and shareholders’ equity
  $ 2,212,340                     $ 1,991,748                  
 
                                           
Net interest spread
                    2.99 %                     3.05 %
Net interest income and margin
          $ 17,368       3.51             $ 15,935       3.52  
 
                                           

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    Six Months Ended June 30,  
    2007     2006  
    Average     Income /     Yield /     Average     Income /     Yield /  
    Balance     Expense     Rate     Balance     Expense     Rate  
    (Dollars in thousands)  
ASSETS
                                               
Earning assets
                                               
Interest-bearing balances due from banks
  $ 3,052     $ 79       5.22 %   $ 2,911     $ 65       4.50 %
Federal funds sold
    10,502       275       5.28       14,651       342       4.71  
Investment securities — taxable
    391,401       8,859       4.56       430,514       9,436       4.42  
Investment securities — non- taxable
    97,364       3,167       6.56       92,303       3,006       6.57  
Loans receivable
    1,478,666       58,181       7.93       1,251,476       45,926       7.40  
 
                                       
Total interest-earning assets
    1,980,985       70,561       7.18       1,791,855       58,775       6.61  
 
                                           
Non-earning assets
    224,073                       171,776                  
 
                                           
Total assets
  $ 2,205,058                     $ 1,963,631                  
 
                                           
 
                                               
LIABILITIES AND SHAREHOLDERS’ EQUITY
                                               
Liabilities
                                               
Interest-bearing liabilities
                                               
Interest-bearing transaction and savings deposits
  $ 603,845     $ 8,982       3.00 %   $ 527,723     $ 5,965       2.28 %
Time deposits
    800,778       19,242       4.85       737,137       14,708       4.02  
 
                                       
Total interest-bearing deposits
    1,404,623       28,224       4.05       1,264,860       20,673       3.30  
Federal funds purchased
    16,896       452       5.39       19,191       458       4.81  
Securities sold under agreement to repurchase
    117,693       2,505       4.29       102,208       1,864       3.68  
FHLB and other borrowed funds
    155,927       3,844       4.97       135,932       2,962       4.39  
Subordinated debentures
    44,642       1,496       6.76       44,734       1,494       6.73  
 
                                       
Total interest-bearing liabilities
    1,739,781       36,521       4.23       1,566,925       27,451       3.53  
 
                                           
Non-interest bearing liabilities
                                               
Non-interest-bearing deposits
    217,453                       217,453                  
Other liabilities
    12,345                       10,255                  
 
                                           
Total liabilities
    1,969,579                       1,794,633                  
Shareholders’ equity
    235,479                       168,998                  
 
                                           
Total liabilities and shareholders’ equity
  $ 2,205,058                     $ 1,963,631                  
 
                                           
Net interest spread
                    2.95 %                     3.08 %
Net interest income and margin
          $ 34,040       3.47             $ 31,324       3.53  
 
                                           
     Table 4 shows changes in interest income and interest expense resulting from changes in volume and changes in interest rates for the three-month and six-month periods ended June 30, 2007 compared to the same periods in 2006, 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.

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Table 4: Volume/Rate Analysis
                                                 
    Three Months Ended June 30,     Six Months Ended June 30,  
    2007 over 2006     2007 over 2006  
    Volume     Yield/Rate     Total     Volume     Yield/Rate     Total  
                    (In thousands)                  
Increase (decrease) in:
                                               
Interest income:
                                               
Interest-bearing balances due from banks
    3       3       6       3       11       14  
Federal funds sold
    (153 )     10       (143 )     (105 )     38       (67 )
Investment securities — taxable
    (623 )     185       (438 )     (878 )     301       (577 )
Investment securities — non-taxable
    81       9       90       165       (4 )     161  
Loans receivable
    4,473       1,321       5,794       8,768       3,487       12,255  
 
                                   
Total interest income
    3,781       1,528       5,309       7,953       3,833       11,786  
 
                                   
 
                                               
Interest expense:
                                               
Interest-bearing transaction and savings deposits
    531       891       1,422       945       2,072       3,017  
Time deposits
    242       1,283       1,525       1,347       3,187       4,534  
Federal funds purchased
    86       7       93       (57 )     51       (6 )
Securities sold under agreement to repurchase
    147       140       287       304       337       641  
FHLB and other borrowed funds
    344       203       547       466       416       882  
Subordinated debentures
    (2 )     4       2       (3 )     5       2  
 
                                   
Total interest expense
    1,348       2,528       3,876       3,002       6,068       9,070  
 
                                   
 
                                               
Increase (decrease) in net interest income
  $ 2,433     $ (1,000 )   $ 1,433     $ 4,951     $ (2,235 )   $ 2,716  
 
                                   
     Provision for Loan Losses. Our management assesses the adequacy of the allowance for loan losses by applying the provisions of Statement of Financial Accounting Standards No. 5 and No. 114. 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.
     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 ongoing 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.

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     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 $90,000, or 15.3%, to $680,000 for the three-month period ended June 30, 2007, from $590,000 for the same period in 2006. Our provision for loan losses increased $426,000, or 39.7%, to $1.5 million for the six-month period ended June 30, 2007, from $1.1 million for the same period in 2006. The increase in the provision is primarily associated with growth in the loan portfolio.
     Non-Interest Income. Total non-interest income was $6.6 million for the three-month period ended June 30, 2007 compared to $4.6 million for the same period in 2006. Total non-interest income was $12.8 million for the six-month period ended June 30, 2007 compared to $9.0 million for the same period in 2006. Our non-interest income includes service charges on deposit accounts, other service charges and fees, trust fees, data processing fees, mortgage banking income, insurance commissions, income from title services, increases in cash value of life insurance, dividends, equity in loss of unconsolidated affiliates and other income.
     Table 5 measures the various components of our non-interest income for the three-month and six-month periods ended June 30, 2007 and 2006, respectively, as well as changes for the three-month and six-month periods ended June 30, 2007 compared to the same periods in 2006.
Table 5: Non-Interest Income
                                                                         
    Three Months Ended     2007     Six Months Ended     2007  
    June 30,     Change from     June 30,     Change from  
    2007     2006     2006     2007     2006     2006  
    (Dollars in thousands)  
Service charges on deposit accounts
  $ 2,669     $ 2,263     $ 406               17.9 %   $ 5,257     $ 4,315     $ 942       21.8 %
Other service charges and fees
    1,334       584       750               128.4       2,834       1,195       1,639       137.2  
Trust fees
    30       169       (139 )             (82.2 )     54       321       (267 )     (83.2 )
Data processing fees
    209       215       (6 )             (2.8 )     427       408       19       4.7  
Mortgage banking income
    478       439       39               8.9       826       850       (24 )     (2.8 )
Insurance commissions
    171       205       (34 )             (16.6 )     460       489       (29 )     (5.9 )
Income from title services
    238       282       (44 )             (15.6 )     394       519       (125 )     (24.1 )
Increase in cash value of life insurance
    617       55       562               1,021.8       1,215       106       1,109       1,046.2  
Dividends from FHLB, FRB & bankers’ bank
    207       154       53               34.4       434       260       174       66.9  
Equity in loss of unconsolidated affiliates
    (56 )     (32 )     (24 )             75.0       (170 )     (148 )     (22 )     14.9  
Gain on sale of SBA loans
    170             170               100.0       170       34       136       400.0  
Gain on sale of premises and equipment, net
    167       26       141               542.3       181       28       153       546.4  
Gain on sale of securities, net
          1       (1 )             (100.0 )           1       (1 )     (100.0 )
Other income
    349       238       111               46.6       706       622       84       13.5  
 
                                                           
Total non-interest income
  $ 6,583     $ 4,599     $ 1,984               43.1 %   $ 12,788     $ 9,000     $ 3,788       42.1 %
 
                                                           

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     Non-interest income increased $2.0 million, or 43.1%, to $6.6 million for the three-month period ended June 30, 2007 from $4.6 million for the same period in 2006. Non-interest income increased $3.8 million, or 42.1%, to $12.8 million for the six-month period ended June 30, 2007 from $9.0 million for the same period in 2006. The primary factors that resulted in the increase include:
    The aggregate increase in service charges on deposit accounts was primarily a result of organic growth of our bank subsidiaries.
 
    The aggregate increase in other service charges and fees for the three months ended June 30, 2007 was primarily a result of increased retention of interchange fees and organic growth. More specifically, during the fourth quarter of 2006, we were able to negotiate with a new vendor the processing of interchange fees associated with our electronic banking transactions. This improved position is allowing us to retain more of the interchange fees by leveraging our in-house technology. The increase for the six-month period also includes an infrequent referral fee received in the first quarter of 2007. During January 2007, we received a $125,000 referral fee from another institution for a large loan that we elected not to originate because it was outside our normal lending activities. We do not believe referral fees of this nature will be recurring.
 
    In the fourth quarter of 2006, we made a strategic decision to enter into an agent agreement for the management of our trust services to a non-affiliated third party. This change was caused by our aspiration to improve the overall profitability of the trust efforts. The aggregate decrease in trust fees for the three-month and six-month periods ended June 30, 2007 was primarily the result of the vendor retaining a significant portion of our trust fees. The out-sourcing of the trust management resulted in $192,000 and $408,000 reductions of non-interest expense for the three-month and six-month periods ended June 30, 2007, respectively, when compared to the same periods of the previous year. This non-interest expense reduction includes $159,000 and $327,000 related to salaries and employee benefits for the three and six months ended June 30, 2007, respectively.
 
    Our community banks purchased $35 million and $3.5 million of additional bank owned life insurance on December 14, 2006 and April 23, 2007, respectively. The aggregate increase in cash surrender value is primarily related to these new policies.
 
    The aggregate increase in dividends was primarily associated with the Federal Reserve Bank (FRB) stock our bank subsidiaries bought in connection with their change to supervision of the Federal Reserve Board combined with additional stock they bought in Federal Home Loan Bank (FHLB) to increase their borrowing capacity with FHLB.
 
    The equity in loss of unconsolidated affiliate is related to the 20% interest in White River Bancshares that we purchased during 2005. Because the investment in White River Bancshares is accounted for on the equity method, we recorded our share of White River Bancshares’ operating loss. White River Bancshares has been operating at a loss as a result of their status as a start up company. White River’s acquisition of Brinkley Bancshares, Inc. is projected to improve their earnings and should allow them to be in a profitable position going forward.
 
    The aggregate increase in gain on sale of premises and equipment is primarily associated with the final settlement of insurance proceeds associated with the damage incurred by the storm surge during hurricane Wilma, which struck the Florida Keys during the fourth quarter of 2005.
     During the third quarter of 2007, White River Bancshares will move their data processing services in-house. This will result in an annual reduction of our data processing fees of approximately $300,000.

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     Non-Interest Expense. Non-interest expense consists of salary and employee benefits, occupancy and equipment, data processing, and other expenses such as advertising, amortization of intangibles, electronic banking expense, FDIC and state assessment, insurance, legal and accounting fees, operating supplies and telephone.
     Table 6 below sets forth a summary of non-interest expense for the three-month and six-month periods ended June 30, 2007 and 2006, as well as changes for the three-month and six-month periods ended June 30, 2007 compared to the same period in 2006.
Table 6: Non-Interest Expense
                                                                 
    Three Months Ended     2007     Six Months Ended     2007  
    June 30,     Change from     June 30,     Change from  
    2007     2006     2006     2007     2006     2006  
                            (Dollars in thousands)                          
Salaries and employee benefits
  $ 7,757     $ 7,399     $ 358       4.8 %   $ 15,197     $ 14,747     $ 450       3.1 %
Occupancy and equipment
    2,342       2,123       219       10.3       4,552       4,128       424       10.3  
Data processing expense
    670       670                   1,314       1,237       77       6.2  
Other operating expenses:
                                                               
Advertising
    580       612       (32 )     (5.2 )     1,209       1,170       39       3.3  
Amortization of intangibles
    439       439                   878       864       14       1.6  
Electronic banking expense
    655       160       495       309.4       1,185       278       907       326.3  
Directors’ fees
    218       202       16       7.9       392       406       (14 )     (3.4 )
Due from bank service charges
    51       84       (33 )     (39.3 )     107       154       (47 )     (30.5 )
FDIC and state assessment
    231       127       104       81.9       491       252       239       94.8  
Insurance
    228       233       (5 )     (2.1 )     472       456       16       3.5  
Legal and accounting
    303       274       29       10.6       622       556       66       11.9  
Other professional fees
    214       149       65       43.6       384       283       101       35.7  
Operating supplies
    227       253       (26 )     (10.3 )     453       482       (29 )     (6.0 )
Postage
    171       166       5       3.0       335       329       6       1.8  
Telephone
    233       284       (51 )     (18.0 )     461       504       (43 )     (8.5 )
Other expense
    1,198       968       230       23.8       2,206       1,916       290       15.1  
 
                                                   
Total non-interest expense
  $ 15,517     $ 14,143     $ 1,374       9.7 %   $ 30,258     $ 27,762     $ 2,496       9.0 %
 
                                                   
     Non-interest expense increased $1.4 million, or 9.7%, to $15.5 million for the three-month period ended June 30, 2007, from $14.1 million for the same period in 2006. Non-interest expense increased $2.5 million, or 9.0%, to $30.3 million for the six-month period ended June 30, 2007, from $27.8 million for the same period in 2006. The most significant component of the increase was the $495,000 and $907,000 increase in electronic banking expense for the three and six months ended June 30, 2007. The electronic banking increase was primarily the result of additional costs associated with our ability to retain more of the interchange fee income. The remaining increases are primarily the result of the continued expansion of the Company combined with the normal increased cost of doing business. During 2007 and 2006, we have opened five de novo branch locations in Florida and three in Arkansas.
     At its April 20, 2007 meeting, our Board of Directors approved a Chairman’s Retirement Plan for John Allison our Chairman and CEO. Beginning on Mr. Allison’s 65th birthday, he will receive a $250,000 annual benefit to be paid for 10 consecutive years or until his death, whichever shall occur later. This will result in an estimated increase of $400,000 and $550,000 to non-interest expense for 2007 and 2008, respectively. During the second quarter of 2007, $128,000 of this expense was accrued. During April 2007, we purchased $3.5 million of additional bank-owned life insurance to help offset a portion of the costs related to this retirement benefit.

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     Income Taxes. The provision for income taxes increased $477,000, or 29.9%, to $2.1 million for the three-month period ended June 30, 2007, from $1.6 million as of June 30, 2006. The provision for income taxes increased $834,000, or 26.2%, to $4.0 million for the six-month period ended June 30, 2007, from $3.2 million as of June 30, 2006. The effective income tax rate was 29.03% and 29.02%for the three-month and six-month periods ended June 30, 2007, compared to 30.46% and 30.78% for the same periods in 2006, respectively. The declining effective income tax rate is primarily associated with our purchase of $3.5 million and $35 million in additional bank owned life insurance in the second quarter of 2007 and fourth quarter of 2006, respectively, which resulted in additional tax-free non-interest income.
Financial Conditions as of and for the Quarter Ended June 30, 2007 and 2006
     Our total assets increased $49.3 million, an annualized growth of 4.5%, to $2.24 billion as of June 30, 2007, from $2.19 billion as of December 31, 2006. Our loan portfolio increased $108.7 million, an annualized growth of 15.5%, to $1.53 billion as of June 30, 2007, from $1.42 billion as of December 31, 2006. Shareholders’ equity increased $7.0 million, an annualized growth of 6.1%, to $238.4 million as of June 30, 2007, compared to $231.4 million as of December 31, 2006. Asset and loan increases are primarily associated with organic growth of our bank subsidiaries. The increase in stockholders’ equity was primarily the result of retained earnings for the six months.
Loan Portfolio
     Our loan portfolio averaged $1.51 billion and $1.48 billion during the three-month and six-month periods ended June 30, 2007. Total loans were $1.53 billion as of June 30, 2007, compared to $1.42 billion as of December 31, 2006. The most significant components of the loan portfolio were commercial and residential real estate, real estate construction, consumer, and commercial and industrial loans. These loans are primarily originated within our market areas of central Arkansas, north central Arkansas, northwest Arkansas, southwest Florida and the Florida Keys and are generally secured by residential or commercial real estate or business or personal property within our market areas.
     Table 7 presents our loan balances by category as of the dates indicated.
Table 7: Loan Portfolio
                 
    As of     As of  
    June 30,     December 31,  
    2007     2006  
    (In thousands)  
Real estate:
               
Commercial real estate loans:
               
Non-farm/non-residential
  $ 555,466     $ 465,306  
Construction/land development
    368,632       393,410  
Agricultural
    32,235       11,659  
Residential real estate loans:
               
Residential 1-4 family
    240,003       229,588  
Multifamily residential
    37,559       37,440  
 
           
Total real estate
    1,233,895       1,137,403  
Consumer
    43,964       45,056  
Commercial and industrial
    205,760       206,559  
Agricultural
    24,969       13,520  
Other
    16,425       13,757  
 
           
Total loans receivable before allowance for loan losses
    1,525,013       1,416,295  
Allowance for loan losses
    28,112       26,111  
 
           
Total loans receivable, net
  $ 1,496,901     $ 1,390,184  
 
           

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     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 June 30, 2007, commercial real estate loans totaled $956.3 million, or 62.7% of our loan portfolio, compared to $870.3 million, or 61.5% of our loan portfolio, as of December 31, 2006. This increase is primarily the result of strong demand for this type of loan product which resulted in organic growth of our loan portfolio.
     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 residential mortgage loans consist of loans secured by owner occupied, single family residences. 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 June 30, 2007, we had $277.6 million, or 18.2% of our loan portfolio, in residential real estate loans, which is comparable to the $267.0 million, or 18.9% of our loan portfolio, as of December 31, 2006.
     Consumer Loans. Our 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 June 30, 2007, our installment consumer loan portfolio totaled $44.0 million, or 2.9% of our total loan portfolio, which is comparable to the $45.1 million, or 3.2% of our loan portfolio as of December 31, 2006.
     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 five 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% to 80% of accounts receivable less than 90 days past due. Inventory financing will range between 50% and 60% depending on the borrower and nature of inventory. We require a first lien position for those loans.
     As of June 30, 2007, commercial and industrial loans outstanding totaled $205.8 million, or 13.5% of our loan portfolio, which is comparable to $206.6 million, or 14.6% of our loan portfolio, as of December 31, 2006.

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Non-Performing Assets
     We classify our 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 8 sets forth information with respect to our non-performing assets as of June 30, 2007 and December 31, 2006. As of these dates, we did not have any restructured loans within the meaning of Statement of Financial Accounting Standards No. 15.
Table 8: Non-performing Assets
                 
    As of     As of  
    June 30,     December 31,  
    2007     2006  
    (Dollars in thousands)  
Non-accrual loans
  $ 18,964     $ 3,905  
Loans past due 90 days or more (principal or interest payments)
    105       641  
 
           
Total non-performing loans
    19,069       4,546  
 
           
Other non-performing assets
               
Foreclosed assets held for sale
    182       435  
Other non-performing assets
    1       13  
 
           
Total other non-performing assets
    183       448  
 
           
Total non-performing assets
  $ 19,252     $ 4,994  
 
           
 
               
Allowance for loan losses to non-performing loans
    147.42 %     574.37 %
Non-performing loans to total loans
    1.25       0.32  
Non-performing assets to total assets
    0.86       0.23  
     Our non-performing loans are comprised of non-accrual loans and loans that are contractually past due 90 days. Our bank subsidiaries recognize 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.

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     Total non-performing loans were $19.1 million as of June 30, 2007, compared to $4.5 million as of December 31, 2006 for an increase of $14.6 million. This increase is primarily associated with an $11.3 million acquisition and development loan participation with our unconsolidated affiliate White River Bancshares, Inc. in northwest Arkansas that was downgraded to non-accrual status during the second quarter of 2007. Even though this credit was not past due for the quarterly interest payment, we were aware the borrower was experiencing cash flow problems. Since, it was doubtful that the borrower could perform beyond maturity of the note; we felt it prudent to put the loan on non-accrual status during the second quarter resulting in a $160,000 reduction in interest income during the quarter. Subsequently, during the third quarter this borrower sold the collateral to an independent third party and paid off the loan principal and interest due. We have an existing banking relationship with this third party and have financed the purchase price of the transaction. The new loan is still well collateralized and the new borrower on the property has a strong financial standing with a stable cash flow.
     If the $11.3 million loan not been on non-accrual status as of June 30, 2007, the non-performing loans to total loans and the allowance for loan losses as a percent of non-performing loans would have been 0.51% and 359.6%, respectively. While these adjusted ratios reflect a slight decrease in asset quality, we still consider our asset quality to be sound and are comfortable that our reserve levels are adequate to absorb any losses in the loan portfolio.
     As a result of the building boom in northwest Arkansas, this market is experiencing over-development. More specifically, the number of residential real estate lots and commercial real estate projects available exceed the current demand. For example, “The Streetsmart Report” published in the first quarter of 2007 by Streetsmart Data Services, reported that the current absorption rate implies that the supply of remaining lots in northwest Arkansas active subdivisions is sufficient for approximately 50 months. Management will actively monitor the status of this market as it relates to our real estate loans and make changes to the allowance for loan losses if necessary. At June 30, 2007, we had approximately $16.8 million in loan participations with our unconsolidated affiliate White River Bancshares, Inc. in northwest Arkansas. Although, $11.3 million of these participations were paid off in the third quarter of 2007, we still have approximately the same exposure in the northwest Arkansas market as a result of the previously mentioned new loan with one of our existing customers.
     If the non-accrual loans had been accruing interest in accordance with the original terms of their respective agreements, interest income of approximately $287,000 and $137,000 for the three-month periods ended June 30, 2007 and 2006, respectively, and $390,000 and $269,000 for the six months ended June 30, 2007 and 2006, respectively, would have been recorded. Interest income recognized on the non-accrual loans for the three-month and six-month periods ended June 30, 2007 and 2006 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. At June 30, 2007 and December 31, 2006, impaired loans totaled $19.2 million and $11.2 million, respectively. As of June 30, 2007, average impaired loans were $13.1 million compared to $5.4 million as of June 30, 2006. The increases are primarily associated with the $11.3 million loan that was downgraded to non-accrual status during the second quarter of 2007 and subsequently paid off during the third quarter of 2007.

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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 decreased $221,000, or 76.5%, to $68,000 for the three months ended June 30, 2007, compared to the same period in 2006. Total charge-offs decreased $607,000, or 78.3%, to $168,000 for the six months ended June 30, 2007, compared to the same period in 2006. Total recoveries increased $57,000, or 11.2%, to $566,000 for the three months ended June 30, 2007, compared to the same period in 2006. Total recoveries decreased $102,000, or 13.2%, to $669,000 for the six months ended June 30, 2007, compared to the same period in 2006. The changes in charge-offs and recoveries are a reflection of our conservative stance on asset quality.

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     Table 9 shows the allowance for loan losses, charge-offs and recoveries as of and for the three-month and six-month periods ended June 30, 2007 and 2006.
Table 9: Analysis of Allowance for Loan Losses
                                 
    Three Months Ended     Six Months Ended  
    June 30,     June 30,  
    2007     2006     2007     2006  
            (Dollars in thousands)          
Balance, beginning of period
  $ 26,934     $ 24,435     $ 26,111     $ 24,175  
Loans charged off
                               
Real estate:
                               
Commerical real estate loans:
                               
Non-farm/non-residential
          152             258  
Construction/land development
    8             8       2  
Agricultural
                      8  
Residential real estate loans:
                               
Residential 1-4 family
          53       10       107  
Multifamily residential
                       
 
                       
Total real estate
    8       205       18       375  
Consumer
    50       45       109       115  
Commercial and industrial
    10       15       41       252  
Agricultural
                       
Other
          24             33  
 
                       
Total loans charged off
    68       289       168       775  
 
                       
 
                               
Recoveries of loans previously charged off
                               
Real estate:
                               
Commercial real estate loans:
                               
Non-farm/non-residential
    402       30       418       38  
Construction/land development
          98       1       98  
Agricultural
                       
Residential real estate loans:
                               
Residential 1-4 family
    73       154       97       251  
Multifamily residential
    7       60       7       60  
 
                       
Total real estate
    482       342       523       447  
Consumer
    40       21       76       31  
Commercial and industrial
    23       42       42       63  
Agricultural
                       
Other
    21       104       28       230  
 
                       
Total recoveries
    566       509       669       771  
 
                       
Net (recoveries) loans charged off
    (498 )     (220 )     (501 )     4  
Provision for loan losses
    680       590       1,500       1,074  
 
                       
Balance, June 30
  $ 28,112     $ 25,245     $ 28,112     $ 25,245  
 
                       
Net (recoveries) charge-offs to average loans
    (0.13 )%     (0.07 )%     (0.07 )%     %
Allowance for loan losses to period-end loans
    1.84       1.90       1.84       1.90  
Allowance for loan losses to net (recoveries) charge-offs
    (1,407 )     (2,861 )     (2,783 )     312,969  

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     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 June 30, 2007 in the allocation of the allowance for loan losses for the individual types of loans for the most part are consistent with the changes in the outstanding loan portfolio for those products from December 31, 2006. In the opinion of management, any allocation changes not consistent with the changes in the loan portfolio product would be considered normal operating changes, not downgrading or upgrading of any one particular type of loans in the loan portfolio.
     Table 10 presents the allocation of allowance for loan losses as of June 30, 2007 and December 31, 2006.
Table 10: Allocation of Allowance for Loan Losses
                                 
    As of     As of  
    June 30, 2007     December 31, 2006  
    Allowance Amount     % of loans(1)     Allowance Amount     % of loans(1)  
    (Dollars in thousands)  
Real estate:
                               
Commercial real estate loans:
                               
Non-farm/non-residential
  $ 10,819       36.4 %   $ 9,130       32.8 %
Construction/land development
    7,410       24.2       7,494       27.8  
Agricultural
    883       2.1       505       0.8  
Residential real estate loans:
                               
Residential 1-4 family
    3,109       15.7       3,091       16.2  
Multifamily residential
    572       2.5       909       2.6  
 
                       
Total real estate
    22,793       80.9       21,129       80.2  
Consumer
    834       2.9       861       3.2  
Commercial and industrial
    3,099       13.5       3,237       14.6  
Agricultural
    592       1.6       456       1.0  
Other
    11       1.1       11       1.0  
Unallocated
    783             417        
 
                       
Total
  $ 28,112       100.0 %   $ 26,111       100.0 %
 
                       
 
(1)   Percentage of loans in each category to loans receivable.
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 June 30, 2007, we had no held-to-maturity or trading securities.

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     Securities available-for-sale are reported at fair value with unrealized holding gains and losses reported as a separate component of shareholders’ 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 $458.8 million as of June 30, 2007, compared to $531.9 million as of December 31, 2006. The estimated duration of our securities portfolio was 3.3 years as of June 30, 2007.
     As of June 30, 2007, $196.7 million, or 42.9%, of our available-for-sale securities were invested in mortgage-backed securities, compared to $219.8 million, or 41.3%, of our available-for-sale securities as of December 31, 2006. To reduce our income tax burden, $97.8 million, or 21.3%, of our available-for-sale securities portfolio as of June 30, 2007, was primarily invested in tax-exempt obligations of state and political subdivisions, compared to $103.4 million, or 19.4%, of our available-for-sale securities as of December 31, 2006. Also, we had approximately $152.4 million, or 33.2%, invested in obligations of U.S. Government-sponsored enterprises as of June 30, 2007, compared to $196.2 million, or 36.9%, of our available-for-sale securities as of December 31, 2006.
     Certain investment securities are valued at less than their historical cost. These declines primarily resulted from recent increases in market interest 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 11 presents the carrying value and fair value of investment securities as of June 30, 2007 and December 31, 2006.
Table 11: Investment Securities
                                 
    As of June 30, 2007  
            Gross     Gross        
    Amortized     Unrealized     Unrealized     Estimated  
    Cost     Gains     (Losses)     Fair Value  
            (In thousands)          
Available-for-Sale
                               
U.S. government-sponsored enterprises
  $ 156,926     $ 9     $ (4,543 )   $ 152,392  
Mortgage-backed securities
    203,512       29       (6,886 )     196,655  
State and political subdivisions
    98,376       809       (1,348 )     97,837  
Other securities
    12,036             (138 )     11,898  
 
                       
Total
  $ 470,850     $ 847     $ (12,915 )   $ 458,782  
 
                       
                                 
    As of December 31, 2006  
            Gross     Gross        
    Amortized     Unrealized     Unrealized     Estimated  
    Cost     Gains     (Losses)     Fair Value  
            (In thousands)          
Available-for-Sale
                               
U.S. government-sponsored enterprises
  $ 199,085     $ 79     $ (2,927 )   $ 196,237  
Mortgage-backed securities
    225,747       41       (5,988 )     219,800  
State and political subdivisions
    102,536       1,360       (496 )     103,400  
Other securities
    12,631             (177 )     12,454  
 
                       
Total
  $ 539,999     $ 1,480     $ (9,588 )   $ 531,891  
 
                       

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Deposits
     Our deposits averaged $1.62 billion for the three-month and six-month periods ended June 30, 2007. Total deposits increased $35.8 million, or an annualized growth of 4.5%, to $1.64 billion as of June 30, 2007, from $1.61 billion as of December 31, 2006. 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 June 30, 2007 and December 31, 2006 brokered deposits were $64.0 million and $50.2 million, respectively.
     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. The increase in interest rates paid from 2006 to 2007 is reflective of the Federal Reserve increasing the Federal Funds rate beginning in 2004 and the associated repricing of deposits during the subsequent years.
     Table 12 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 and six-month periods ended June 30, 2007 and 2006.
Table 12: Average Deposit Balances and Rates
                                 
    Three Months Ended June 30,  
    2007     2006  
    Average     Average     Average     Average  
    Amount     Rate Paid     Amount     Rate Paid  
    (Dollars in thousands)  
Non-interest-bearing transaction accounts
  $ 220,411       %   $ 221,723       %
Interest-bearing transaction accounts
    556,821       3.20       457,962       2.56  
Savings deposits
    58,638       1.41       77,115       1.58  
Time deposits:
                               
$100,000 or more
    444,367       4.93       434,037       4.34  
Other time deposits
    336,469       4.75       324,212       3.99  
 
                           
Total
  $ 1,616,706       3.50 %   $ 1,515,049       2.95 %
 
                           
                                 
    Six Months Ended June 30,  
    2007     2006  
    Average     Average     Average     Average  
    Amount     Rate Paid     Amount     Rate Paid  
    (Dollars in thousands)  
Non-interest-bearing transaction accounts
  $ 217,453       %   $ 217,453       %
Interest-bearing transaction accounts
    545,777       3.17       446,802       2.40  
Savings deposits
    58,068       1.41       80,921       1.63  
Time deposits:
                               
$100,000 or more
    458,216       4.97       394,992       4.37  
Other time deposits
    342,562       4.68       342,145       3.63  
 
                           
Total
  $ 1,622,076       3.51 %   $ 1,482,313       2.81 %
 
                           

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FHLB Borrowings
     Our FHLB borrowings were $175.5 million as of June 30, 2007. The outstanding balance for June 30, 2007 consists of $40.0 million of short-term FHLB advances and $135.5 million of FHLB long-term advances. Our FHLB borrowings were $151.8 million as of December 31, 2006. The outstanding balance for December 31, 2006, includes $5.0 million of short-term advances and $146.8 million of long-term advances. Our remaining FHLB borrowing capacity was $320.4 million and $323.6 million as of June 30, 2007 and December 31, 2006, respectively.
Subordinated Debentures
     Subordinated debentures, which consist of guaranteed payments on trust preferred securities, were $44.6 million and $44.7 million as of June 30, 2007 and December 31, 2006, respectively.
     Table 13 reflects subordinated debentures as of June 30, 2007 and December 31, 2006, which consisted of guaranteed payments on trust preferred securities with the following components:
Table 13: Subordinated Debentures
                 
    As of     As of  
    June 30,     December 31,  
    2007     2006  
    (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, callable in 2008 without penalty
  $ 20,619     $ 20,619  
Subordinated debentures, issued in 2000, due 2030, fixed at 10.60%, callable beginning in 2010 with a prepayment penalty declining from 5.30% to 0.53% depending on the year of prepayment, callable in 2020 without penalty
    3,379       3,424  
Subordinated debentures, issued in 2003, due 2033, floating rate of 3.15% above the three-month LIBOR rate, reset quarterly, callable in 2008 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  
 
           
Total
  $ 44,618     $ 44,663  
 
           
     As a result of the acquisition of Marine Bancorp, Inc., the Company has an interest rate swap agreement that effectively converts the floating rate on the $5.2 million trust preferred security noted above into a fixed interest rate of 7.29%, thus reducing the impact of interest rate changes on future interest expense until the call date.
     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.

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Shareholders’ Equity
     Stockholders’ equity was $238.4 million at June 30, 2007 compared to $231.4 million at December 31, 2006, an annualized increase of 6.1%. As of June 30, 2007 and December 31, 2006 our equity to asset ratio was 10.6%. Book value per common share was $13.83 at June 30, 2007 compared to $13.45 at December 31, 2006, a 5.7% annualized increase. The increases in stockholders’ equity and book value per share were primarily the result of retained earnings during the prior six months.
     Initial Public Offering. We priced our initial public offering of 2.5 million shares of common stock at $18.00 per share. We received net proceeds of approximately $40.9 million from its sale of shares after deducting sales commissions and expenses. The underwriters of the Company’s initial public offering exercised and completed their option to purchase an additional 375,000 shares of common stock to cover over-allotments effective July 26, 2006. We received net proceeds of approximately $6.3 million from this sale of shares after deducting sales commissions. We have used $12.0 million of the initial public offering proceeds to provide capital contributions to our bank subsidiaries and $2.6 million as an additional investment in White River Bancshares to maintain our 20% ownership.
     Preferred Stock Conversion. During the third quarter of 2006, the Company’s Board of Directors authorized the redemption and conversion of the issued and outstanding shares of Home BancShares’s Class A Preferred Stock and Class B Preferred Stock into Home BancShares Common Stock, effective as of August 1, 2006.
     The holder’s of shares of Class A Preferred Stock, received 0.789474 of Home BancShares Common Stock for each share of Class A Preferred Stock owned, plus a check for the pro rata amount of the third quarter Class A Preferred Stock dividend accrued through July 31, 2006. The Class A Preferred shareholder’s did not receive fractional shares, instead they received cash at a rate of $12.67 times the fraction of a share they otherwise would be entitled to.
     The holder’s of shares of Class B Preferred Stock, received three shares of Home BancShares Common Stock for each share of Class B Preferred Stock owned, plus a check for the pro rata amount of the third quarter Class B Preferred Stock dividend accrued through July 31, 2006.
     After the exercise of the over-allotment and the conversion of the preferred stock, Home BancShares outstanding common stock increased by approximately 2.5 million shares.
     Cash Dividends. We declared cash dividends on our common stock of $0.035 and $0.02 per share for the three-month periods ended June 30, 2007 and 2006, respectively, and $0.06 and $0.04 per share for the six-month periods ended June 30, 2007 and 2006, respectively. We declared cash dividends on our Class A preferred stock and Class B preferred stock of $0.0625 and $0.1425 per share, respectively, for the three-month period ended June 30, 2006 and $0.125 and $0.285 per share, respectively, for the six-month period ended June 30, 2006.
Liquidity and Capital Adequacy Requirements
     Risk-Based Capital. We as well as our bank subsidiaries are subject to various regulatory capital requirements administered by the federal banking agencies. Furthermore, we are deemed by federal regulators to be a source of financial strength for White River Bancshares, despite owning only 20% of its equity. 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.

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     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 June 30, 2007 and December 31, 2006, we met all regulatory capital adequacy requirements to which we were subject.
     Table 14 presents our risk-based capital ratios as of June 30, 2007 and December 31, 2006.
Table 14: Risk-Based Capital
                 
    As of     As of  
    June 30,     December 31,  
    2007     2006  
    (Dollars in thousands)  
Tier 1 capital
               
Shareholders’ equity
  $ 238,382     $ 231,419  
Qualifying trust preferred securities
    43,000       43,000  
Goodwill and core deposit intangibles, net
    (42,882 )     (43,433 )
Unrealized loss on available-for-sale securities
    7,380       4,892  
 
           
Total Tier 1 capital
    245,880       235,878  
 
           
 
               
Tier 2 capital
               
Qualifying allowance for loan losses
    23,077       20,308  
 
           
Total Tier 2 capital
    23,077       20,308  
 
           
Total risk-based capital
  $ 268,957     $ 256,186  
 
           
Average total assets for leverage ratio
  $ 2,169,458     $ 2,089,130  
 
           
Risk weighted assets
  $ 1,841,092     $ 1,618,849  
 
           
 
               
Ratios at end of period
               
Leverage ratio
    11.33 %     11.29 %
Tier 1 risk-based capital
    13.36       14.57  
Total risk-based capital
    14.61       15.83  
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 subsidiaries were “well-capitalized” under the regulatory framework for prompt corrective action. To be categorized as “well-capitalized”, our banking subsidiaries 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 subsidiaries’ categories.

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     Table 15 presents actual capital amounts and ratios as of June 30, 2007 and December 31, 2006, for our bank subsidiaries and us.
Table 15: Capital and Ratios
                                                         
                                    To Be Well        
                                    Capitalized Under        
                    For Capital   Prompt Corrective        
    Actual   Adequacy Purposes   Action Provision        
    Amount   Ratio   Amount   Ratio   Amount   Ratio        
    (Dollars in thousands)        
As of June 30, 2007
                                                       
Leverage ratios:
                                                       
Home BancShares
  $ 245,880       11.33 %   $ 86,807       4.00 %   $ N/A       N/A %        
First State Bank
    49,504       8.60       23,025       4.00       28,781       5.00          
Community Bank
    31,539       8.97       14,064       4.00       17,580       5.00          
Twin City Bank
    54,292       8.04       27,011       4.00       33,764       5.00          
Marine Bank
    33,356       9.24       14,440       4.00       18,050       5.00          
Bank of Mountain View
    15,728       7.81       8,055       4.00       10,069       5.00          
Tier 1 capital ratios:
                                                       
Home BancShares
    245,880       13.36 %   $ 73,617       4.00 %   $ N/A       N/A %        
First State Bank
    49,504       9.59       20,648       4.00       30,972       6.00          
Community Bank
    31,539       10.97       11,500       4.00       17,250       6.00          
Twin City Bank
    54,292       9.43       23,029       4.00       34,544       6.00          
Marine Bank
    33,356       10.43       12,792       4.00       19,188       6.00          
Bank of Mountain View
    15,728       13.01       4,836       4.00       7,253       6.00          
Total risk-based capital ratios:
                                                       
Home BancShares
  $ 268,957       14.61 %   $ 147,273       8.00 %   $ N/A       N/A %        
First State Bank
    55,979       10.84       41,313       8.00       51,641       10.00          
Community Bank
    35,188       12.24       22,999       8.00       28,748       10.00          
Twin City Bank
    61,488       10.68       46,058       8.00       57,573       10.00          
Marine Bank
    36,799       11.50       25,599       8.00       31,999       10.00          
Bank of Mountain View
    16,995       14.06       9,670       8.00       12,087       10.00          
 
                                                       
As of December 31, 2006
                                                       
Leverage ratios:
                                                       
Home BancShares
  $ 235,878       11.29 %   $ 83,571       4.00 %   $ N/A       N/A %        
First State Bank
    46,811       8.69       21,547       4.00       26,934       5.00          
Community Bank
    26,235       7.94       13,217       4.00       16,521       5.00          
Twin City Bank
    50,375       7.51       26,831       4.00       33,539       5.00          
Marine Bank
    27,317       8.08       13,523       4.00       16,904       5.00          
Bank of Mountain View
    15,230       7.73       7,881       4.00       9,851       5.00          
Tier 1 capital ratios:
                                                       
Home BancShares
  $ 235,878       14.57 %   $ 64,757       4.00 %   $ N/A       N/A %        
First State Bank
    46,811       10.29       18,197       4.00       27,295       6.00          
Community Bank
    26,235       10.31       10,178       4.00       15,268       6.00          
Twin City Bank
    50,375       10.15       19,852       4.00       29,778       6.00          
Marine Bank
    27,317       9.59       11,394       4.00       17,091       6.00          
Bank of Mountain View
    15,230       14.09       4,324       4.00       6,485       6.00          
Total risk-based capital ratios:
                                                       
Home BancShares
  $ 256,186       15.83 %   $ 129,469       8.00 %   $ N/A       N/A %        
First State Bank
    52,519       11.54       36,408       8.00       45,510       10.00          
Community Bank
    29,471       11.58       20,360       8.00       25,450       10.00          
Twin City Bank
    56,586       11.40       39,709       8.00       49,637       10.00          
Marine Bank
    30,582       10.74       22,780       8.00       28,475       10.00          
Bank of Mountain View
    16,316       15.09       8,650       8.00       10,812       10.00          

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  Non-GAAP Financial Measurements
     We had $46.1 million, $47.0 million, and $47.9 million total goodwill, core deposit intangibles and other intangible assets as of June 30, 2007, December 31, 2006 and June 30, 2006, respectively. Because of our level of intangible assets and related amortization expenses, management believes diluted cash earnings per share, tangible book value per share, cash return on average assets, cash return on average tangible equity and tangible 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 shareholders’ equity, and equity to assets, are presented in Tables 16 through 20, respectively.
Table 16: Diluted Cash Earnings Per Share
                                 
    Three Months Ended     Six Months Ended  
    June 30,     June 30,  
    2007     2006     2007     2006  
    (In thousands, except per share data)  
GAAP net income
  $ 5,061     $ 3,636     $ 9,822     $ 7,152  
Intangible amortization after-tax
    267       267       534       525  
 
                       
Cash earnings
  $ 5,328     $ 3,903     $ 10,356     $ 7,677  
 
                       
 
                               
GAAP diluted earnings per share
  $ 0.29     $ 0.25     $ 0.56     $ 0.49  
Intangible amortization after-tax
    0.01       0.02       0.03       0.04  
 
                       
Diluted cash earnings per share
  $ 0.30     $ 0.27     $ 0.59     $ 0.53  
 
                       
Table 17: Tangible Book Value Per Share
                 
    As of   As of
    June 30,   December 31,
    2007   2006
    (Dollars in thousands, except per
    share data)
Book value per common share: A/B
  $ 13.83     $ 13.45  
Tangible book value per common share:
               
(A-C-D)/B
    11.15       10.72  
 
               
(A) Total shareholders’ equity
  $ 238,382     $ 231,419  
(B) Common shares outstanding
    17,238       17,206  
(C) Goodwill
    37,527       37,527  
(D) Core deposit and other intangibles
    8,580       9,458  

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Table 18: Cash Return on Average Assets
                                 
    Three Months Ended   Six Months Ended
    June 30,   June 30,
    2007   2006   2007   2006
    (Dollars in thousands)
Return on average assets: A/C
    0.92 %     0.73 %     0.90 %     0.73 %
Cash return on average assets: B/(C-D)
    0.99       0.81       0.97       0.81  
(A) Net income
  $ 5,061     $ 3,636     $ 9,822     $ 7,152  
(B) Cash earnings
    5,328       3,903       10,356       7,677  
(C) Average assets
    2,212,340       1,991,748       2,205,058       1,963,631  
(D) Average goodwill, core deposits and other intangible assets
    46,326       48,088       46,544       48,322  
Table 19: Cash Return on Average Tangible Equity
                                 
    Three Months Ended   Six Months Ended
    June 30,   June 30,
    2007   2006   2007   2006
    (Dollars in thousands)
Return on average shareholders’ equity: A/C
    8.52 %     8.56 %     8.41 %     8.53 %
Return on average tangible equity: B/(C-D)
    11.14       12.80       11.05       12.83  
(A) Net income
  $ 5,061     $ 3,636     $ 9,822     $ 7,152  
(B) Cash earnings
    5,328       3,903       10,356       7,677  
(C) Average shareholders’ equity
    238,157       170,414       235,479       168,998  
(D) Average goodwill, core deposits and other intangible assets
    46,326       48,088       46,544       48,322  
Table 20: Tangible Equity to Tangible Assets
                 
    As of   As of
    June 30,   December 31,
    2007   2006
    (Dollars in thousands)
Equity to assets: B/A
    10.64 %     10.56 %
Tangible equity to tangible assets: (B-C-D)/(A-C-D)
    8.76       8.60  
 
               
(A) Total assets
  $ 2,239,921     $ 2,190,648  
(B) Total shareholders’ equity
    238,382       231,419  
(C) Goodwill
    37,527       37,527  
(D) Core deposit and other intangibles
    8,580       9,458  

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Recent Accounting Pronouncements
     In February 2007, the Financial Accounting Standards Board (FASB) issued SFAS No. 159 “The Fair Value Option for Financial Assets and Financial Liabilities” to provide companies with an option to report selected financial assets and liabilities at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. This statement shall be effective as of the beginning of each reporting entity’s first fiscal year that begins after November 15, 2007. The Company is currently evaluating the impact of the adoption of this standard, but does not expect it to have a material effect on the Company’s financial position or results of operations.
     In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements, which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. This Statement applies under other accounting pronouncements that require or permit fair value measurements, FASB having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. Accordingly, this Statement does not require any new fair value measurements. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The Company is currently evaluating the impact of the adoption of this standard, but does not expect it to have a material effect on the Company’s financial position or results of operations.
     In September 2006, the FASB Emerging Issue Task Force (EITF) issued EITF 06-4, Accounting for Deferred Compensation and Postretirement Benefit Aspects of Endorsement Split-Dollar Life Insurance Arrangements. The EITF determined that for an endorsement split-dollar life insurance arrangement within the scope of the Issue, the employer should recognize a liability for future benefits in accordance with SFAS No. 106, Employers’ Accounting for Postretirement Benefits Other Than Pensions, or APB Opinion 12, Omnibus Opinion-1967, based on the substantive agreement with the employee. In March 2007, the FASB Emerging Issue Task Force (EITF) issued EITF 06-10, Accounting for Deferred Compensation and Postretirement Benefit Aspects of Collateral Assignment Split-Dollar Life Insurance Arrangements. The EITF determined that an employer should recognize a liability for the postretirement benefit related to a collateral assignment split-dollar life insurance arrangement in accordance with either Statement 106 (if, in substance, a postretirement benefit plan exists) or Opinion 12 (if the arrangement is, in substance, an individual deferred compensation contract) based on the substantive agreement with the employee. These Issues are effective for fiscal years beginning after December 15, 2007, with earlier application permitted. Entities should recognize the effects of applying EITF 06-4 through either (a) a change in accounting principle through a cumulative-effect adjustment to retained earnings or to other components of equity or net assets in the statement of financial position as of the beginning of the year of adoption or (b) a change in accounting principle through retrospective application to all prior periods. As of March 31, 2007, the Company has split-dollar life insurance arrangements with two executives of the Company that have death benefits. The Company is currently evaluating the impact that the adoption of EITF 06-4 and EITF 06-10, but does not expect it to have a material effect on the Company’s financial position or results of operations.
     In June 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes, which provides clarification for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with SFAS No. 109, Accounting for Income Taxes. This Interpretation prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. This Interpretation also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Interpretation is effective for fiscal years beginning after December 31, 2006. The Company adopted the Interpretation during the first quarter of 2007 without material effect on the Company’s financial position or results of operations.
     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.

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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 subsidiaries. Applicable statutes and regulations impose restrictions on the amount of dividends that may be declared by our bank subsidiaries. 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.
     Each of our bank subsidiaries 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 loan 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 June 30, 2007, our cash and cash equivalents were $53.5 million, or 2.4% of total assets, compared to $59.7 million, or 2.7% of total assets, as of December 31, 2006. Our investment securities and federal funds sold were $469.0 million as of June 30, 2007 and $540.9 million as of December 31, 2006.
     We may occasionally use our federal funds lines of credit in order to temporarily satisfy short-term liquidity needs. We have federal funds lines with three other financial institutions pursuant to which we could have borrowed up to $88.2 million and $62.1 million on an unsecured basis as of June 30, 2007 and December 31, 2006, respectively. 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 borrowings were $175.5 million as of June 30, 2007 and $151.8 million as of December 31, 2006. The outstanding balance for June 30, 2007 included $40.0 million of short-term advances and $135.5 million of FHLB long-term advances. The outstanding balance for December 31, 2006, included $5.0 million of short-term advances and $146.8 million of FHLB long-term advances. Our FHLB borrowing capacity was $320.4 million and $323.6 million as of June 30, 2007 and December 31, 2006.
     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 subsidiaries 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.

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     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 June 30, 2007, our gap position was relatively neutral with a one-year cumulative repricing gap of -4.3%, compared to –1.1% as of December 31, 2006. During these periods, the amount of change our asset base realizes in relation to the total change in market interest rates is approximately that of the liability base. As a result, our net interest income should not be materially impacted positively or negatively as a result of rate movements in the current rate environment.
     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.

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     Table 21 presents a summary of the repricing schedule of our interest-earning assets and interest-bearing liabilities (gap) as of June 30, 2007.
                                                                 
    0-30     31-90     91-180     181-365     1-2     2-5     Over 5        
    Days     Days     Days     Days     Years     Years     Years     Total  
    (Dollars in thousands)  
Earning assets
                                                               
Interest-bearing deposits due from banks
  $ 2,431     $     $     $     $     $     $     $ 2,431  
Federal funds sold
    10,182                                           10,182  
Investment securities
    23,403       22,120       20,401       48,470       93,084       78,725       172,579       458,782  
Loans receivable
    617,204       82,600       138,197       235,565       178,779       226,638       46,030       1,525,013  
 
                                               
Total earning assets
    653,220       104,720       158,598       284,035       271,863       305,363       218,609       1,996,408  
 
                                               
 
                                                               
Interest-bearing liabilities
                                                               
Interest-bearing transaction and savings deposits
    25,208       50,419       75,627       151,254       42,720       113,050       154,575       612,853  
Time deposits
    123,768       162,294       208,505       232,449       42,652       35,813       4       805,485  
Federal funds purchased
                                               
Securities sold under repurchase agreements
    101,270                         3,628       10,884       11,610       127,392  
FHLB and other borrowed funds
    105,056       16,359       1,255       7,603       10,805       22,782       11,595       175,455  
Subordinated debentures
    1       5,158       4       20,628       19       71       18,737       44,618  
 
                                               
Total interest-bearing liabilities
    355,303       234,230       285,391       411,934       99,824       182,600       196,521       1,765,803  
 
                                               
Interest rate sensitivity gap
  $ 297,917     $ (129,510 )   $ (126,793 )   $ (127,899 )   $ 172,039     $ 122,763     $ 22,088     $ 230,605  
 
                                               
Cumulative interest rate sensitivity gap
  $ 297,917     $ 168,407     $ 41,614     $ (86,285 )   $ 85,754     $ 208,517     $ 230,605          
Cumulative rate sensitive assets to rate sensitive liabilities
    183.8 %     128.6 %     104.8 %     93.3 %     106.2 %     113.3 %     113.1 %        
Cumulative gap as a % of total earning assets
    14.9       8.4       2.1       (4.3 )     4.3       10.4       11.6          

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Item 4: CONTROLS AND PROCEDURES
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.
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 June 30, 2007, which have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II: OTHER INFORMATIO
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 any of its subsidiaries is a party or of which any of their property is the subject.
Item 1A. Risk Factors
     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, 2006. 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.
Item 2: Unregistered Sales of Equity Securities and Use of Proceeds
     Not applicable.
Item 3: Defaults Upon Senior Securities
     Not applicable.
Item 4: Submission of Matters to a Vote of Security Holders
     The 2007 Annual Meeting of Shareholders of the Company was held on May 9, 2007. The following items of business were presented to stockholders:
  (1)   Twelve (12) directors were elected as proposed in the Proxy Statement dated March 30, 2007, under the caption “Election of Directors” with votes cast as follows:
                 
    Total Vote for   Total Vote Withheld
    Each Director   For Each Director
John W. Allison
    13,333,361       52,762  
Ron W. Strother
    13,355,408       30,715  
C. Randall Sims
    13,355,817       30,306  
Richard H. Ashley
    13,307,090       79,033  
Dale A. Bruns
    13,353,151       32,972  
Richard A. Buckheim
    13,312,824       73,299  
Jack E. Engelkes
    13,353,715       32,408  
Frank D. Hickingbotham
    13,310,953       75,170  
Herren C. Hickingbotham
    13,311,193       74,930  
James G. Hinkle
    13,357,467       28,656  
Alex R. Lieblong
    13,360,729       25,394  
William G. Thompson
    13,089,599       296,524  
  (2)   An amendment to the Company’s Restated Articles of Incorporation which increased the number of authorized shares of common stock from 25,000,000 to 50,000,000 was approved with votes cast as follows: 13,097,846 votes for, 205,185 votes against and 83,092 votes abstaining.

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  (3)   An amendment to the Company’s 2006 Stock Option and Performance Incentive Plan which increased the number of shares reserved for issuance under such plan to 1,500,000 was approved with votes cast as follows: 9,441,403 votes for, 165,572 votes against and 59,332 votes abstaining.
 
  (4)   The Audit Committee’s selection and appointment of the accounting firm of BKD, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2007 was ratified with votes cast as follows: 13,312,933 votes for, 32,331 votes against and 40,859 votes abstaining.
Item 5: Other Information
     Not applicable.
Item 6: Exhibits
     
3.1
  Fourth Amendment to the Restated Articles of Incorporation of Home BancShares, Inc.
 
   
10.1
  Amendment to Home BancShares, Inc. 2006 Stock Option and Performance Incentive Plan
 
   
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

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SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
         
  HOME BANCSHARES, INC.
(Registrant)
 
 
         
     
Date: August 1, 2007       /s/ John W. Allison    
       John W. Allison, Chief Executive Officer   
     
Date: August 1, 2007       /s/ Randy E. Mayor    
       Randy E. Mayor, Chief Financial Officer   
     
 

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