10-K 1 ffbh20131231_10k.htm FORM 10-K ffbh20131231_10k.htm


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2013

 

OR

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from __________ to _______________

 

Commission File No.: 0-28312

 

                 First Federal Bancshares of Arkansas, Inc.             

(Exact name of registrant as specified in its charter)

 

                  Arkansas               

 

             71-0785261              

 

(State or other jurisdiction  

 

(I.R.S. Employer

 

of incorporation or organization) 

 

Identification Number)

 
       

1401 Highway 62-65 North

     
      Harrison, Arkansas                    72601          
(Address of principal executive offices)    (Zip Code)  

                     

Registrant's telephone number, including area code: (870) 741-7641

 

Securities registered pursuant to Section 12(b) of the Act:

 

Common Stock (par value $.01 per share) 

 

The Nasdaq Stock Market LLC

 

 

 (Title of Class)   

 

(Exchange on which registered)

 

             

Securities registered pursuant to Section 12(g) of the Act

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

 

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 ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K ( § 229.405 of this chapter) is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐

 

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

 

Large Accelerated Filer ☐                      Accelerated Filer ☐                      Non-accelerated Filer ☐                   Smaller reporting company ☒

 

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

 

As of June 30, 2013, the aggregate value of the 3,999,452 shares of Common Stock of the Registrant issued and outstanding on such date, which excludes 15,898,151 shares held by affiliates of the Registrant as a group, was approximately $31.6 million. This figure is based on the last sales price of $7.90 per share of the Registrant’s Common Stock on June 28, 2013.

 

Number of shares of Common Stock outstanding as of March 20, 2014: 20,041,497

 

 
 

 

 

First Federal Bancshares of Arkansas, Inc.

Form 10-K

For the Year Ended December 31, 2013

 

PART I.

 

 

 

Item 1.  

 

Business 

2

Item 1A. 

 

Risk Factors 

15

Item 1B.

 

Unresolved Staff Comments 

22

Item 2.    

 

Properties 

23

Item 3. 

 

Legal Proceedings   

23

Item 4.    

 

Mine Safety Disclosures

24

 

 

 

 

PART II.

 

 

 

Item 5. 

 

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases  of Equity Securities 

24

Item 6. 

 

Selected Financial Data 

25

Item 7. 

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations  

27

Item 7A.    

 

Quantitative and Qualitative Disclosures About Market Risk 

42

Item 8.  

 

Financial Statements and Supplementary Data     

44

Item 9.   

 

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 

81

Item 9A.

 

Controls and Procedures  

81

Item 9B.   

 

Other Information  

83

 

 

 

 

PART III.

 

 

 

Item 10.   

 

Directors, Executive Officers and Corporate Governance     

83

Item 11.      Executive Compensation     88
Item 12.     Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters           91
Item 13.     Certain Relationships and Related Transactions, and Director Independence   93
Item 14.    Principal Accounting Fees and Services   94
       

PART IV.

     
Item 15.     Exhibits, Financial Statement Schedules     94

 

 
 

 

 

PART I.

 

Item 1. Business

 

GENERAL

 

First Federal Bancshares of Arkansas, Inc. First Federal Bancshares of Arkansas, Inc. (the "Company") is an Arkansas corporation originally organized in Texas in January 1996 by First Federal Bank ("First Federal" or the "Bank") for the purpose of becoming a unitary holding company of the Bank. The Company reincorporated from the State of Texas to the State of Arkansas on July 20, 2011. The significant asset of the Company is the capital stock of the Bank. The business and management of the Company consists of the business and management of the Bank. The Company does not presently own or lease any property, but instead uses the premises, equipment and furniture of the Bank. At the present time, the Company does not employ any persons other than officers of the Bank, and the Company utilizes the support staff of the Bank from time to time. Additional employees will be hired as appropriate to the extent the Company expands or changes its business in the future. At December 31, 2013, the Company had $548.9 million in total assets, $477.7 million in total liabilities and $71.2 million in stockholders' equity.

 

The Company’s primary regulator is the Federal Reserve Bank (“FRB”), as successor to the Office of Thrift Supervision (the “OTS”).

 

The Company's principal executive office is located at the home office of the Bank at 1401 Highway 62-65 North, Harrison, Arkansas 72601, and its telephone number is (870) 741-7641. The Company also has an executive office in Little Rock, Arkansas.

 

First Federal Bank. The Bank is a federally chartered stock savings and loan association formed in 1934. As of December 31, 2013, First Federal conducted business from its home office in Harrison, Arkansas, a full-service branch office in Pulaski County, Arkansas, ten full-service branch offices and one limited service office located in a five county area in Arkansas (comprised of Benton and Washington counties in Northwest Arkansas and Boone, Marion and Baxter counties in Northcentral Arkansas), and a loan production office in Bentonville, Arkansas. The Bank sold its Berryville, Arkansas branch in June 2013, closed its Rogers Elm Street branch in August 2013, and sold its Farmington, Arkansas branch in September 2013. The branch sales and closure are part of the Bank’s overall strategy to improve operational efficiency and to support its expansion into other areas of the state.

 

The Bank is a community-oriented financial institution offering a wide range of retail and business deposit accounts, including noninterest bearing and interest bearing checking accounts, savings and money market accounts, certificates of deposit, and individual retirement accounts. Loan products offered by the Bank include residential real estate, consumer, construction, lines of credit, commercial real estate and commercial business loans. Other financial services include automated teller machines; 24-hour telephone banking; online banking, including account access, bill payment, and e-statements; mobile banking, including remote deposit capture and funds transfer; Bounce ProtectionTM overdraft service; debit cards; and safe deposit boxes.

 

The Bank is regulated by the Office of the Comptroller of the Currency ("OCC"), which is the Bank's chartering authority and primary regulator, as successor to the OTS. The Bank is also regulated by the Federal Deposit Insurance Corporation (“FDIC”), the administrator of the Deposit Insurance Fund ("DIF"), and is subject to certain reserve requirements established by the Board of Governors of the FRB. The Bank is a member of the Federal Home Loan Bank of Dallas ("FHLB"). The Bank’s deposits are insured by the DIF to the maximum extent permitted by law.

 

Cautionary Statement About Forward-Looking Statements

This Form 10-K contains certain forward-looking statements and information relating to the Company and the Bank that are based on the beliefs of management as well as assumptions made by and information currently available to management. As used in this document, the words "anticipate," "believe," "estimate," "expect," "intend," "should" and similar expressions, or the negative thereof, as they relate to the Company or the Company's management and/or the Bank or the Bank’s management, are intended to identify forward-looking statements.

 

The statements presented herein with respect to, among other things, the Company’s plans, objectives, expectations and intentions, including our pending merger with First National Security Company (“FNSC”) and the anticipated timing of and impact on the Company of such acquisition, anticipated changes in noninterest expenses in future periods (including changes as a result of the pending merger with FNSC), changes in earnings, impact of outstanding off-balance sheet commitments, sources of liquidity and that we have sufficient liquidity, the sufficiency of the allowance for loan losses, expected loan, asset, and earnings growth, growth in new and existing customer relationships, our intentions with respect to our investment securities, and financial and other goals and plans are forward looking.

 

 
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Such statements reflect the current views of the Company with respect to future events and are subject to certain risks, uncertainties and assumptions, including those risk factors described in Item 1A. hereof. Should one or more of these risks or uncertainties materialize or should underlying assumptions prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated, expected or intended. The Company cautions readers not to place undue reliance on any forward-looking statements. The Company does not undertake and specifically disclaims any obligation to revise any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements. These risks could cause actual results for 2014 and beyond to differ materially from those expressed in any forward-looking statements made by, or on behalf of, us and could negatively affect the Company’s operating and stock performance.

 

Employees

The Bank had 174 full-time employees and 16 part-time employees at December 31, 2013, compared to 167 full-time employees and 25 part-time employees at December 31, 2012. None of these employees is represented by any union or similar group, and the Bank believes that it enjoys good relations with its personnel.

 

Available Information

The Company makes available free of charge its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to such reports filed pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as soon as reasonably practicable on or through its website located at www.ffbh.com after filing with the United States Securities and Exchange Commission (“SEC”). Information on, or accessible through, the Company’s website is not a part of and is not incorporated into this Annual Report on Form 10-K and the inclusion of the Company’s website address in this report is an inactive textual reference.

 

Competition

The Bank faces strong competition both in attracting deposits and making loans. Its most direct competition for deposits has historically come from commercial banks, other savings associations and credit unions. In addition, the Bank has faced additional significant competition for investors' funds from short-term money market securities, mutual funds and other corporate and government securities. The ability of the Bank to attract and retain savings and certificates of deposit depends on its ability to generally provide a rate of return, liquidity and risk comparable to that offered by competing investment opportunities. The Bank’s ability to increase checking deposits depends on offering competitive checking accounts and promoting these products through effective channels. Additionally, the Bank offers convenient hours, locations and online services to maintain and attract customers.

 

The Bank experiences strong competition for loans principally from commercial banks, other savings associations, and mortgage companies. The Bank competes for loans through the interest rates, loan terms, and fees charged and the efficiency and quality of services provided.

 

In the combined market area of Benton, Washington, Boone, Marion, and Baxter counties, the Bank has the third largest market share out of 39 institutions with 4.53% of the deposit market at June 30, 2013 compared to 4.39% at June 30, 2012.

 

Removal of Regulatory Orders

 

Bank Order 

On January 15, 2013, the OCC issued an order terminating the Cease and Desist Order issued by the OTS on April 12, 2010 (the "Bank Order"), effective immediately. The basis of the OCC's decision to terminate the Bank Order was its conclusion that "the protection of depositors, other customers and shareholders of First Federal Bank as well as its safe and sound operation do not require the continued existence of said Order." The action also terminated the related Stipulation and Consent to Issuance of Order to Cease and Desist between First Federal Bank and the OTS.

 

The Bank Order imposed certain restrictions on the Bank, including lending and dividend restrictions. In particular, the Bank was required to seek the prior non-objection from the OCC before making certain kinds of loans. The Bank Order also required the Bank to take certain actions, including the submission to the OCC of capital plans to, among other things, preserve and enhance the capital of the Bank. The foregoing description of the Bank Order is qualified in its entirety by reference to the Bank Order, a copy of which was attached as Exhibit 10.10 to the Company’s Annual Report on Form 10-K filed with the SEC on April 15, 2010.

 

Company Order

On June 21, 2013, the FRB issued a letter terminating the Cease and Desist Order issued by the OTS on April 12, 2010 (the “Company Order”), effective immediately. The action also terminated the related Stipulation and Consent to Issuance of Order to Cease and Desist between the Company and the OTS.

 

 
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The Company Order was issued following a 2009 regulatory examination of the Company and the Bank and after the Company reported a 2009 net loss of $45.5 million, which loss was primarily the result of increased costs associated with the Bank’s nonperforming assets, including the provision for loan losses and real estate owned expenses. The Company Order required the Company to cease and desist from any action that (i) resulted in the Company’s failure to identify, measure, monitor or control specific risks to the Company or (ii) resulted in the Bank being inadequately capitalized.

 

The Company Order imposed certain operations restrictions on the Company, including dividend, share repurchase and debt restrictions. In particular, the Company was required to seek the prior non-objection before declaring any dividend, effecting any capital distribution or stock transaction, or incurring any debt. The Company Order also required the Company to take certain actions, including the submission to the OTS of capital plans to, among other things, preserve and enhance the capital of the Company. After the Company Order was issued, the Company undertook efforts to increase its capital and reduce its nonperforming assets. By June 2013, the Company had improved these measures to levels that the FRB considered adequate. The foregoing description of the Company Order is qualified in its entirety by reference to the Company Order, a copy of which was attached as Exhibit 10.08 to the Company’s Annual Report on Form 10-K filed with the SEC on April 15, 2010.

 

Corporate Overview

 

Accomplishments. During 2013, continued progress was made in the rehabilitation of the Bank, including the following key accomplishments:

 

Reduced nonperforming assets, which includes nonaccrual loans, accruing loans over 90 days past due, and real estate owned (“REO”), by $14.9 million or 42.0%,

Reduced the Classified Assets Ratio, defined as the ratio of classified assets to Tier 1 capital plus the allowance for loan and lease losses, from 61.6% to 28.0%,

Reduced the Texas Ratio, defined as the ratio of nonaccrual loans and REO to Tier 1 capital plus the allowance for loan and lease losses, from 42.7% to 24.5%, and

Improved the Bank’s operational efficiency and reduced overall staffing levels.

 

The primary drivers in improving the Bank’s nonperforming assets and classified loans were the Bank’s concerted efforts to work out or settle nonperforming loans and to aggressively market REO properties for sale, resulting in sales and repayments on nonaccrual loans totaling $5.3 million and sales of REO of $9.8 million. The Bank sold $14.7 million of classified loans during the year ended December 31, 2013, which included $2.3 million of nonaccrual loans.

 

Operating Strategy. The Bank’s mission is to be a high-performing bank. The Bank plans to achieve this goal by executing the following key strategies:

 

Continuing to focus on reducing problem assets,

Evaluating all areas of the Bank’s operations for improvements to existing processes with an objective of cost savings and/or revenue enhancements,

Building high-quality and profitable banking relationships,

Developing a performance-based culture,

Refining and expanding the delivery of commercial banking products to market segments historically underserved by the Bank,

Expanding market share by opening new branch locations and pursuing opportunities to acquire other financial institutions or branches, and

Providing exceptional customer service to attract and retain customers.

  

Pending Transaction. On July 1, 2013, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with First National Security Company (“FNSC”) of Hot Springs, Arkansas, pursuant to which FNSC will merge with and into the Company (the “Merger”). Pursuant to the Merger Agreement, shareholders of FNSC will receive, in the aggregate, 6,252,400 shares of Company common stock and $74 million in cash in exchange for their shares of FNSC common stock. The total transaction value will depend on the closing price of the Company’s stock on the closing date of the Merger. On March 21, 2014, shareholders of both the Company and FNSC voted to approve the Merger. Consummation of the Merger is subject to certain conditions, including, among others, receipt of all required governmental regulatory approvals. Under the terms of the Merger Agreement, either party may terminate the Merger Agreement if the Merger is not completed by March 31, 2014, provided that either party may extend the termination date for up to 90 days if the closing has not occurred at that time because regulatory approval has not been received.

 

 
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In connection with the Merger, the Company will sell up to 2,531,645 shares of Company common stock at a price per share equal to $7.90 in a private placement (the “Private Placement”) to its principal shareholder Bear State Financial Holdings, LLC (“Bear State”) and certain of its members (the “Investors”)(including Richard N. Massey, the Company’s Chairman, and Scott T. Ford, a director of the Company). Additionally, the Company issued warrants (the “Investor Warrants”) to purchase 177,215 shares of common stock on the same terms as in the Private Placement to the Investors in exchange for their respective commitments to backstop the Private Placement. The Investor Warrants were issued on August 13, 2013, have a five year term, and have an exercise price of $7.90 per share, which was the closing stock price for the Company’s common stock on June 28, 2013 and is the price of the Company’s common stock offered in the Private Placement. On August 23, 2013, the Company entered into a subscription agreement with Bear State for the purchase and sale of 2,297,031 shares of common stock. The Company also entered into a registration rights agreement with Bear State, which provided Bear State with customary registration rights with respect to the shares it has agreed to purchase in the Private Placement. The Company intends to utilize the commitments of the Investors to backstop the remaining 234,614 shares to be purchased in the Private Placement. The Company anticipates the closing of the Private Placement will occur immediately prior to the closing of the Merger.

 

As of December 31, 2013, FNSC conducted banking business from locations across Garland, Howard, Scott, Saline, Pulaski, Montgomery, Polk, Pike, Sevier, Little River, Miller, Craighead and Mississippi counties in Arkansas and McCurtain County in Oklahoma, and had total assets of $952.7 million.

 

Lending Activities

 

General. At December 31, 2013, the Bank's portfolio of net loans receivable amounted to $371.1 million or 67.6% of the Company's total assets. Net loans receivable consists of the Bank’s total loan portfolio of $383.9 million net of the allowance for loan and lease losses of $12.7 million and unearned discounts and net deferred loan costs of approximately $78,000. The Bank has traditionally concentrated its lending activities on loans collateralized by real estate, with $350.5 million or 91.3% of the Bank's total portfolio of loans receivable consisting of loans collateralized by real estate at December 31, 2013.

 

Origination, Purchase and Sale of Loans. The lending activities of the Bank are subject to the written, non-discriminatory underwriting standards and policies established by the Bank’s Board of Directors and management. Loan originations are obtained from a variety of sources, including referrals, walk-in customers to the Bank’s branch locations, solicitation by loan officers, advertising and the Bank’s Internet website. From time to time, the Bank will also purchase loan participations from other financial institutions.

 

To minimize interest rate risk, fixed rate one- to four-family residential mortgage loans with terms of fifteen years or greater are typically sold to specific investors in the secondary mortgage market. The rights to service such loans are typically sold with the loans. This allows the Bank to provide its customers competitive long-term fixed rate mortgage products while not exposing the Bank to undue interest rate risk. These loans are originated in conformance with Fannie Mae, Freddie Mac and the specific investor’s underwriting guidelines. The Secondary Market Department of the Bank typically locks and confirms the purchase price of the loan on the day of the loan application, which protects the Bank from market price movements and ensures that the Bank will receive a fair and reasonable price on the sale of the respective loan. In 2013 and 2012, the Bank’s secondary market loan sales amounted to $54.3 million and $45.8 million, respectively. The Bank is not involved in loan hedging or other speculative mortgage loan origination activities.

 

In addition to sales of loans in the secondary market, the Bank periodically sells or participates to other banks larger commercial loans in order to comply with the Bank’s loans to one borrower limit or for credit diversification purposes. In such situations, the loans are typically sold with servicing retained. At December 31, 2013 and 2012, the balances of loans sold with servicing retained were approximately $12.9 million and $8.7 million, respectively. Loan servicing fee income for the years ended December 31, 2013 and 2012 was not material.

 

Significant Lending Relationships. The Bank monitors credit exposures to significant lending relationships. At December 31, 2013, the Bank’s largest ten loan relationships totaled $92.2 million, or 24% of total loans receivable. None of these loans were on nonaccrual status at December 31, 2013.

 

One- to Four-Family Residential Real Estate Loans. At December 31, 2013, $129.3 million or 33.7% of the Bank's total loan portfolio consisted of one- to four-family residential real estate loans. Of the $129.3 million of such loans at December 31, 2013, $78.7 million or 60.8% had adjustable rates of interest and $50.6 million or 39.2% had fixed rates of interest. At December 31, 2013, the Bank had $4.3 million of nonaccrual one- to four-family residential real estate loans. See “Nonperforming Assets” in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

The Bank currently originates both fixed rate and adjustable rate one- to four-family residential mortgage loans to be sold into the secondary market. Loans originated to be held in the Bank’s loan portfolio are typically originated as fixed rate simple interest loans with a balloon maturity of up to five years and an amortization period generally not more than fifteen years. The Bank's residential loans typically include "due on sale" clauses.

 

 
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As of December 31, 2013, the Bank had a legacy loan portfolio of fully amortizing adjustable rate mortgage loans (“ARMs”) totaling $78.7 million as described above. The Bank no longer offers this product. These ARMs provide for an interest rate that adjusts every one, three, five or seven years in accordance with a designated index plus a margin. Such loans are typically based on a 15-, 20-, 25- or 30-year amortization schedule. The amount of any increase or decrease in the interest rate per one- or three-year period is generally limited to 2%, with a limit of 6% over the life of the loan. The Bank’s five-year adjustable rate loans provide that any increase or decrease in the interest rate per period is limited to 3%, with a limit of 6% over the life of the loan. The Bank's seven-year adjustable rate loans provide that any increase or decrease in the interest rate per period is limited to 5%, with a limit of 5% over the life of the loan. The Bank's adjustable rate loans are assumable (generally without release of the initial borrower), do not contain prepayment penalties, do not provide for negative amortization and typically contain "due on sale" clauses. The Bank generally underwrote its one- and three-year adjustable rate loans on the basis of the borrowers’ ability to pay at the rate after the first interest rate adjustment. Adjustable rate loans decrease the risks associated with changes in interest rates but involve other risks, primarily because as interest rates rise, the payment by the borrower rises to the extent permitted by the terms of the loan, thereby increasing the potential for default. At the same time, the marketability of the underlying property may be adversely affected by higher interest rates.

 

The Bank’s residential mortgage loans generally do not exceed 80% of the lesser of purchase price or appraised value of the collateral. However, pursuant to the underwriting guidelines adopted by the Board of Directors, the Bank may lend up to 100% of the value of the property securing a one- to four-family residential loan with private mortgage insurance or other similar protection to support the portion of the loan that exceeds 80% of the value. The Bank may, on occasion, extend a loan up to 90% of the value of the secured property without private mortgage insurance coverage. However, these exceptions are minimal and are only approved on loans with exceptional credit scores, sizeable asset reserves, or other compensating factors.

 

The Bank’s home equity and second mortgage loans are fixed rate loans with fully amortized terms of up to fifteen years, variable rate interest only loans with terms up to three years, or home equity lines of credit. The variable rate loans are typically tied to the Wall Street Journal Prime Rate (“Prime Rate”), plus a margin commensurate with the risk as determined by the borrower’s credit score. Although the Bank no longer offers balloon maturities longer than five years, at December 31, 2013, the Bank’s portfolio included loans with balloon maturities of five, seven, and ten years. Home equity lines of credit are typically either fixed rate for a term of no longer than one year or variable rate with terms up to five years. The Bank generally limits the total loan-to-value on these mortgages to 90% of the value of the secured property if the Bank holds the first mortgage and 80% if the first mortgage is held by another party.

 

Multifamily Residential Real Estate Loans. At December 31, 2013, $25.8 million or 6.7% of the Bank's total loan portfolio consisted of loans collateralized by multifamily residential real estate properties. At December 31, 2013, the Bank did not have any nonaccrual multifamily real estate loans.

 

The Bank has originated both fixed rate and adjustable rate multifamily loans. Fixed rate loans are generally originated with amortization periods not to exceed 25 years, and typically have balloon periods no longer than ten years. Adjustable rate loans are typically amortized over terms up to 25 years, with interest rate adjustments periodically. Loan-to-value percentages on the Bank's multifamily real estate loans are currently limited to 80%. It is also the Bank's general policy to obtain loan guarantees, as applicable, on its multifamily residential real estate loans from the principals of the borrower.

 

Multifamily real estate lending typically entails additional risks as compared with one- to four-family residential property lending. The payment experience on such loans is typically dependent on the successful operation of the real estate project. The success of such projects is sensitive to changes in supply and demand conditions in the market for multifamily real estate as well as regional and economic conditions generally.

 

Nonfarm Nonresidential Loans. At December 31, 2013, $168.9 million or 44.0% of the Bank's total loan portfolio consisted of loans collateralized by existing nonfarm nonresidential properties. At December 31, 2013, the Bank had nonaccrual nonfarm nonresidential loans of $4.1 million. See “Nonperforming Assets” in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

Many of the Bank’s nonfarm nonresidential loans are collateralized by properties such as office buildings, strip and small shopping centers, churches, convenience stores and mini-storage facilities. Loans to borrowers that are corporations, limited liability companies, trusts, or other such legal entities are also typically personally guaranteed by the principals of the borrowing entity. The financial strength of the guarantors of the loan is also a primary underwriting factor.

 

Regulatory guidelines and the Bank’s policy require that properties securing nonfarm nonresidential loans be appraised by licensed real estate appraisers pursuant to state licensing requirements and federal regulations. The Bank underwrites nonfarm nonresidential loans specifically in relation to the type of property being collateralized. Primary underwriting considerations for these loans include the creditworthiness of the borrower, the quality and location of the real estate, the sustainable cash flows of the project, projected occupancy rates and the quality of management involved with the project. As part of the underwriting of these loans, the Bank prepares a cash flow analysis that includes a vacancy rate projection, expenses for taxes, insurance, maintenance and repair reserves as well as debt coverage ratios. The Bank’s nonfarm nonresidential loans are generally originated with amortization periods not to exceed 25 years and are structured with three to ten year balloon terms. The Bank attempts to keep maturities of these loans as short as possible in order to enable the Bank to better manage its interest rate risk profile.

 

 
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Nonfarm nonresidential lending entails additional risks as compared to the Bank’s one- to four-family residential property loans. The repayment on such loans is typically dependent on the successful operation of the real estate project, which is sensitive to changes in supply and demand conditions in the market for commercial real estate, and on regional and economic conditions.

 

Construction and Land Development Loans. At December 31, 2013, construction loans, including land loans, amounted to $26.6 million or 6.9% of the Bank’s total loan portfolio. At December 31, 2013, the Bank had $3.2 million of nonaccrual construction and land loans. See “Nonperforming Assets” in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

The Bank’s construction loans generally have fixed interest rates or variable rates that float with the Prime Rate and have typically been issued for terms of twelve to twenty-four months. However, the Bank has originated construction loans with longer terms. This practice has generally been limited to larger projects that could not be completed in the typical twelve to twenty-four month period. Construction loans are typically made with a maximum loan-to-value percentage of 80% on an as-completed basis.

 

The Bank originates construction loans to individual homeowners and local builders and developers for the purpose of constructing one- to four-family residences. The Bank typically requires that permanent financing with the Bank or some other lender be in place prior to closing any non-speculative construction loan. Interest on construction/permanent loans is due upon completion of the construction phase of the loan. At such time, the loan will convert to a permanent loan at the interest rate established at the initial closing of the construction/permanent loan or paid off by another permanent lender.

 

The Bank has made construction loans to local builders for the purpose of construction of speculative (or unsold) residential properties, and for the construction of pre-sold one- to four-family homes. These loans are subject to credit review, analysis of personal and, if applicable, corporate financial statements, and an appraisal of the property. Loan proceeds are disbursed during the construction term after a satisfactory inspection of the project has been made based upon percentage of completion. Interest on these construction loans is due monthly. The Bank may extend the term of a construction loan if the property has not been sold by the maturity date.

 

Construction lending is generally considered to involve a higher level of risk as compared to one- to four-family residential loans. This is due, in part, to the concentration of principal in a limited number of loans and borrowers, and the effects of general economic conditions on developers and builders. In addition, construction loans to a builder for construction of homes that are not pre-sold pose a greater potential risk to the Bank than construction loans to individuals on their personal residences or on houses that are pre-sold prior to the inception of the loan. The Bank analyzes each borrower involved in speculative building and limits the principal amount and number of unsold speculative homes at any one time with such borrower.

 

Commercial Loans. The Bank also offers secured and unsecured commercial loans. Secured commercial loans are primarily collateralized by equipment, inventory and accounts receivable. At December 31, 2013, such loans amounted to $29.0 million or 7.6% of the total loan portfolio. At December 31, 2013, the Bank had nonaccrual commercial loans of $350,000. See “Nonperforming Assets” in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

Primary underwriting considerations for these loans include a review of the historical and prospective cash flows of the borrower and the sustainability of these cash flows, the expected long term viability of the business, the quality and marketability of the collateral (if any) and the financial support offered by any guarantors to the transaction. The Bank's commercial loans are originated with fixed and variable interest rates and maturities between one and five years. These loans are typically based on a maximum fifteen year amortization schedule.

 

Consumer Loans. The consumer loans offered by the Bank primarily include automobile loans, deposit account secured loans, and unsecured loans. Consumer loans amounted to $4.4 million or 1.1% of the total loan portfolio at December 31, 2013, of which $934,000 consisted of automobile loans and $3.4 million consisted of other consumer loans. At December 31, 2013, the Bank had nonaccrual consumer loans of $24,000. See “Nonperforming Assets” in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

 
7

 

 

The Bank's vehicle loans are typically originated for the purchase of new and used cars and trucks. Such loans are generally originated with a maximum term of five years. The Bank does offer extended terms on automobile loans to some customers based upon their creditworthiness and the age of the vehicle.

 

Other consumer loans consist primarily of deposit account loans and unsecured loans. Loans secured by deposit accounts are generally originated for up to 95% of the deposit account balance, with a hold placed on the account restricting the withdrawal of the deposit account balance.

 

Consumer loans entail greater risk than do residential mortgage loans, particularly in the case of consumer loans that are unsecured or secured by rapidly depreciating assets such as automobiles. In such cases, any repossessed collateral for a defaulted consumer loan may not provide an adequate source of repayment of the outstanding loan balance as a result of the greater likelihood of damage, loss or depreciation. In addition, consumer loan collections are dependent on the borrower's continuing financial stability, and thus are more likely to be adversely affected by job loss, divorce, illness or personal bankruptcy. Furthermore, the application of various federal and state laws, including federal and state bankruptcy and insolvency laws, may limit the amount which can be recovered on such loans.

 

Sources of Funds

 

General. Deposits are the primary source of the Bank's funds for lending and other investment purposes. In addition to deposits, the Bank derives funds from loan principal repayments and prepayments and interest payments, maturities, sales and calls of investment securities, and advances from the FHLB. Loan repayments are a relatively stable source of funds, while deposit inflows and outflows are significantly influenced by general interest rates and money market conditions. Borrowings are used when funds from loan and deposit sources are insufficient to meet funding needs. FHLB advances are the primary source of borrowings.

 

Deposits. The Bank's deposit products include a broad selection of deposit instruments, including checking accounts, money market accounts, savings accounts and term certificate accounts. Deposit account terms vary, with the principal differences being the minimum balance required, the time period the funds must remain on deposit, early withdrawal penalties and the interest rate.

 

The Bank considers its primary market area to be Northwest, Northcentral, and Central Arkansas. The Bank utilizes traditional marketing methods to attract new customers and deposits. The Bank does not advertise for retail deposits outside of its primary market area and management believes that non-residents of Arkansas held an insignificant number of deposit accounts at December 31, 2013. The Bank uses non-brokered institutional internet certificates of deposit as an additional source of funds to augment the retail CD market. At December 31, 2013, internet certificates of deposit represented 12.3% of deposits. In addition, brokered deposits represented approximately 4.4% of deposits at December 31, 2013.

 

The Bank has been competitive in the types of accounts and in interest rates it has offered on its deposit products but does not necessarily seek to match the highest rates paid by competing institutions. Although market demand generally dictates which deposit maturities and rates will be accepted by the public, the Bank intends to continue to offer longer-term deposits to the extent possible and consistent with its asset and liability management goals. In addition, the Bank may use brokered deposits when this alternative funding source provides more cost effective deposits with terms that are consistent with its asset and liability management goals.

 

Borrowed funds. The Bank utilizes FHLB advances in its normal operating and investing activities when this funding source offers cost effective funds that are consistent with the Bank’s asset and liability management goals. The Bank uses qualifying loans as collateral for FHLB advances. On October 17, 2013 the Bank was notified by the FHLB of Dallas that the Bank had been removed from custody status and upgraded to blanket lien status due to continued improvement in the Bank’s financial ratios that the FHLB uses to measure a bank’s status. Although the Bank’s status was upgraded by the FHLB, the Bank continues to maintain loans in custody at the FHLB as the FHLB allows an aggregate lendable value on qualifying loans (as defined) held in custody of approximately 90% of the outstanding balance of the loans pledged to the FHLB. The lendable value as a percentage of the outstanding loan balance on qualifying loans under blanket lien status varies based on the type of collateral, but the percentages are less than the percentage available for loans held in custody. The Bank’s borrowing capacity with the FHLB is directly tied to the amount of the Bank’s qualifying loans under the blanket lien. FHLB advances are subject to prepayment penalties if repaid prior to the maturity date.

 

At December 31, 2013, the Bank’s additional borrowing capacity with FHLB was $116.1 million, comprised of qualifying loans collateralized by first-lien one- to four-family mortgages with a lendable value of $45.0 million held in custody at the FHLB and $77.0 million of loans under blanket lien less outstanding advances at December 31, 2013 of $5.9 million. The Bank also maintains borrowing capacity at the FRB and correspondent banks.

 

 
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Subsidiaries

 

The Bank is permitted to invest up to 2% of its assets in the capital stock of, or secured or unsecured loans to, subsidiary service corporations, with an additional investment of 1% of assets when such additional investment is utilized primarily for community development purposes. In addition to investments in service corporations, the Bank is permitted to invest an unlimited amount in operating subsidiaries engaged solely in activities in which the Bank may engage directly. The Bank's only subsidiary, First Harrison Service Corporation (the "Service Corporation"), was formed in 1971. At December 31, 2013, the Service Corporation was inactive.

 

REGULATION

 

Set forth below is a brief description of those laws and regulations which, together with the descriptions of laws and regulations contained elsewhere herein, are deemed material to an investor's understanding of the extent to which the Company and the Bank are regulated. The description of the laws and regulations hereunder, as well as descriptions of laws and regulations contained elsewhere herein, does not purport to be complete and is qualified in its entirety by reference to applicable laws and regulations.

 

Transfer of OTS Powers. Effective July 21, 2011, one year after the enactment of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”), signed into law on July 21, 2010, the OTS was eliminated and its powers transferred to the FDIC, the OCC and the FRB. The OCC assumed supervisory oversight of federal savings associations and became the primary regulator of the Bank. The FRB assumed oversight of all savings and loan holding companies and became the primary regulator of the Company.

 

The Company

 

General. The Company, as a savings and loan holding company within the meaning of the Home Owners’ Loan Act ("HOLA"), has registered with the FRB and is subject to FRB regulations, examinations, supervision and reporting requirements. The most recent regulatory examination of the Company by the FRB was conducted during the first quarter of 2013. As a subsidiary of a savings and loan holding company, the Bank is subject to certain restrictions in its dealings with the Company and affiliates thereof.

 

Holding Company Acquisitions. Federal law generally prohibits a savings and loan holding company, without prior FRB approval, from acquiring the ownership or control of any other savings institution or savings and loan holding company, or all, or substantially all, of the assets thereof or more than 5% of the voting shares thereof unless the target entity is already a subsidiary. These provisions also prohibit, among other things, any director or officer of a savings and loan holding company, or any individual who owns or controls more than 25% of the voting shares of such holding company, from acquiring control of any savings institution not a subsidiary of such savings and loan holding company, unless the acquisition is approved by the FRB.

 

Holding Company Activities. There are generally no restrictions on the activities of a savings and loan holding company, such as the Company, which controlled only one subsidiary savings association on or before May 4, 1999 (a “grandfathered holding company”). However, if the OCC determines that there is reasonable cause to believe that the continuation by a savings and loan holding company of an activity constitutes a serious risk to the financial safety, soundness or stability of its subsidiary savings association, the OCC may impose such restrictions as it deems necessary to address such risk, including limiting (i) payment of dividends; (ii) transactions between or among its affiliates; and (iii) any activities that might create a serious risk that the liabilities of the holding company and its affiliates may be imposed on the savings association. Notwithstanding the above rules as to permissible business activities of unitary savings and loan holding companies, if the savings association subsidiary of such a holding company fails to meet the qualified thrift lender (“QTL”) test, then such unitary holding company also shall become subject to the activities restrictions applicable to multiple savings and loan holding companies and, unless the savings association requalifies as a QTL within one year thereafter, shall register as, and become subject to the restrictions applicable to, a bank holding company.

 

The activities savings and loan holding companies may engage in include:

 

 

lending, exchanging, transferring or investing for others, or safeguarding money or securities;

 

insuring, guaranteeing or indemnifying others, issuing annuities, and acting as principal, agent or broker for purposes of the foregoing;

 

providing financial, investment or economic advisory services, including advising an investment company;

 

issuing or selling interests in pooled assets that a bank could hold directly;

 

underwriting, dealing in or making a market in securities; and

 

merchant banking activities.

 

 
9

 

 

Every savings institution subsidiary of a savings and loan holding company is required to give the OCC at least 30 days’ advance notice of any proposed dividends to be made on its guaranteed, permanent or other nonwithdrawable stock, or else such dividend will be invalid.

 

Restrictions on Transactions with Affiliates.   Transactions between a savings institution and its "affiliates" are subject to quantitative and qualitative restrictions under Sections 23A and 23B of the Federal Reserve Act and OCC regulations. Affiliates of a savings institution generally include, among other entities, the savings institution’s holding company and companies that are controlled by or under common control with the savings institution. Generally, Section 23A (i) limits the extent to which the savings association or its subsidiaries may engage in “covered transactions” with any one affiliate to an amount equal to 10% of such association’s capital stock and surplus, and contains an aggregate limit on all such transactions with all affiliates to an amount equal to 20% of such capital stock and surplus. Section 23B applies to “covered transactions” as well as certain other transactions and requires that all transactions be on terms substantially the same, or at least favorable, to the association or subsidiary as those provided to a non-affiliate. The term “covered transaction” includes the making of loans to, purchase of assets from, issuance of a guarantee to an affiliate and similar transactions. Section 23B transactions also apply to the provision of services and the sale of assets by a savings association to an affiliate. In addition to the restrictions imposed by Sections 23A and 23B, Section 11 of the HOLA prohibits a savings association from (i) making a loan or other extension of credit to an affiliate, except for any affiliate which engages only in certain activities which are permissible for bank holding companies, or (ii) purchasing or investing in any stocks, bonds, debentures, notes or similar obligations of any affiliate, except for affiliates which are subsidiaries of the savings association.

 

In addition, Sections 22(g) and (h) of the Federal Reserve Act place restrictions on loans to executive officers, directors and principal stockholders. Under Section 22(h), loans to a director, an executive officer and to a greater than 10% stockholder of a savings institution (“a principal stockholder”), and certain affiliated interests of either, may not exceed, together with all other outstanding loans to such person and affiliated interests, the savings institution’s loans to one borrower limit (generally equal to 15% of the institution’s unimpaired capital and surplus). Section 22(h) also requires that loans to directors, executive officers and principal stockholders be made on terms substantially the same as offered in comparable transactions to other persons unless the loans are made pursuant to a benefit or compensation program that (i) is widely available to employees of the institution and (ii) does not give preference to any director, executive officer or principal stockholder, or certain affiliated interests of either, over other employees of the savings institution. Section 22(h) also requires prior board approval for certain loans. In addition, the aggregate amount of extensions of credit by a savings institution to all insiders cannot exceed the institution’s unimpaired capital and surplus. Furthermore, Section 22(g) places additional restrictions on loans to executive officers. At December 31, 2013, the Bank was in compliance with the above restrictions.

 

The Bank

 

General. The OCC has extensive authority over the operations of federally chartered savings institutions. As part of this authority, savings institutions are required to file periodic reports with the OCC and are subject to periodic examinations by the OCC and the FDIC. The most recent regulatory examination of the Bank by the OCC was a limited scope exam conducted in January 2014. The most recent full scope exam was conducted in the second quarter of 2013.

 

The OCC's enforcement authority over all savings institutions and their holding companies includes, among other things, the ability to assess civil money penalties, to issue cease and desist or removal orders and to initiate injunctive actions. In general, these enforcement actions may be initiated for violations of laws and regulations and unsafe or unsound practices. Other actions or inactions may provide the basis for enforcement action, including the filing of misleading or untimely reports with the OCC.

 

Insurance of Accounts. FDIC insurance covers all deposit accounts, including checking and savings accounts, money market deposit accounts and certificates of deposit. FDIC insurance does not cover other financial products and services that banks may offer, such as stocks, bonds, mutual fund shares, life insurance policies, annuities or securities. The standard insurance amount is $250,000 per depositor, per insured bank, for each account ownership category.

 

Substantially all of the deposits of the Bank are insured up to applicable limits by the DIF of the FDIC and are subject to deposit insurance assessments to maintain the DIF. The FDIC utilizes a risk-based assessment system that imposes insurance premiums based upon a risk matrix that takes into account a bank’s capital level and supervisory rating (“CAMELS rating”).

 

As insurer, the FDIC is authorized to conduct examinations of, and to require reporting by, FDIC-insured institutions. It also may prohibit any FDIC-insured institution from engaging in any activity the FDIC determines by regulation or order to pose a serious threat to the FDIC. The FDIC also has the authority to initiate enforcement actions against savings institutions, after giving the OCC an opportunity to take such action. The FDIC may terminate the deposit insurance of any insured depository institution, including the Bank, if it determines after a hearing that the institution has engaged or is engaging in unsafe or unsound practices, is in an unsafe or unsound condition to continue operations, or has violated any applicable law, regulation, order or any condition imposed by an agreement with the FDIC. It also may suspend deposit insurance temporarily during the hearing process for the permanent termination of insurance, if the institution has no tangible capital. If insurance of accounts is terminated, the accounts at the institution at the time of the termination, less subsequent withdrawals, shall continue to be insured for a period of six months to two years, as determined by the FDIC. Management is aware of no existing circumstances that would result in termination of the Bank's deposit insurance. A bank’s assessment is calculated by multiplying its assessment rate by its assessment base. A bank’s assessment base and assessment rate are determined each quarter. The deposit insurance assessment base is defined as average consolidated total assets for the assessment period less average tangible equity capital with potential adjustments for unsecured debt, brokered deposits and depository institution debts.  Under the current assessment system for small banks (defined by the FDIC as less than $10 billion in assets), the FDIC assigns an institution to one of four risk categories designed to measure risk, which range from 2.5 to 45 basis points. 

 

 
10 

 

 

FDIC insurance expense totaled $589,000 and $1.0 million for the years ended December 31, 2013 and 2012, respectively. FDIC insurance expense includes deposit insurance assessments and Financing Corporation (“FICO”) assessments related to outstanding FICO bonds.

 

Regulatory Capital Requirements. Federally insured savings institutions are required to maintain minimum levels of regulatory capital. The OCC has established capital standards applicable to all savings institutions. These standards generally must be as stringent as the comparable capital requirements imposed on national banks. The OCC also is authorized to impose capital requirements in excess of these standards on individual institutions on a case-by-case basis.

 

Current OCC capital standards require savings institutions to satisfy three different capital requirements. Under these standards, savings institutions must maintain "tangible" capital equal to at least 1.5% of adjusted total assets, "core" capital equal to at least 4.0% of adjusted total assets and "total" capital (a combination of core and "supplementary" capital) equal to at least 8.0% of "risk-weighted" assets. Capital regulations define core capital and tangible capital as equity in accordance with GAAP, adjusted for unrealized gains and losses on certain available for sale securities, less investments in nonincludable subsidiaries, less goodwill and other intangible assets, less certain nonqualifying equity instruments, plus noncontrolling interests in includable consolidated subsidiaries, plus nonwithdrawable deposits of mutual associations. Both core and tangible capital are further reduced by an amount equal to a savings institution's debt and equity investments in subsidiaries engaged in activities not permissible to national banks (other than subsidiaries engaged in activities undertaken as agent for customers or in mortgage banking activities and subsidiary depository institutions or their holding companies). These adjustments do not materially affect the Bank's regulatory capital.

 

In determining compliance with the risk-based capital requirement, a savings institution is allowed to include both core capital and supplementary capital in its total capital, provided that the amount of supplementary capital included does not exceed the savings institution's core capital. Supplementary capital generally consists of hybrid capital instruments; perpetual preferred stock, which is not eligible to be included as core capital; subordinated debt and intermediate-term preferred stock; and the allowance for loan and lease losses up to a maximum of 1.25% of risk-weighted assets. In determining the required amount of risk-based capital, total assets, including certain off-balance sheet items, are multiplied by a risk weight based on the risks inherent in the type of assets. The risk weights assigned by the OCC for principal categories of assets are (i) 0% for cash and securities issued by the U.S. Government or unconditionally backed by the full faith and credit of the U.S. Government; (ii) 20% for securities (other than equity securities) issued by U.S. Government-sponsored agencies and mortgage-backed securities issued by, or fully guaranteed as to principal and interest by, the FNMA or the FHLMC, except for those classes with residual characteristics or stripped mortgage-related securities; (iii) 50% for prudently underwritten permanent one- to four-family first lien mortgage loans not more than 90 days delinquent and having a loan-to-value ratio of not more than 90% at origination unless insured to such ratio by an insurer approved by the FNMA or the FHLMC, qualifying residential bridge loans made directly for the construction of one- to four-family residences and qualifying multifamily residential loans; and (iv) 100% for all other loans and investments, including consumer loans, commercial loans, and one- to four-family residential real estate loans more than 90 days delinquent, and for repossessed assets.

 

 
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Prompt Corrective Action. The OCC is required to take certain supervisory actions against undercapitalized savings associations, the severity of which depends upon the institution’s degree of undercapitalization. The following table shows the amount of capital associated with the different capital categories set forth in the prompt corrective action regulations.

 

 

Total

Risk-Based

Capital

 

Tier 1

Risk-Based

Capital

 

Tier 1

Leverage

Capital

           

Well capitalized

10% or more

 

6% or more

 

5% or more

Adequately capitalized

8% or more

 

4% or more

 

4% or more

Undercapitalized

Less than 8%

 

Less than 4%

 

Less than 4%

Significantly undercapitalized

Less than 6%

 

Less than 3%

 

Less than 3%

 

As of December 31, 2013, the Bank’s total risk-based, tier 1 risk-based, and tier 1 leverage ratios were 18.68%, 17.40%, and 12.90%, respectively.

 

New Capital Rules. On July 9, 2013, the OCC approved a final rule revising regulatory capital rules applicable to national banks and federal savings associations. The FDIC and the OCC issued the proposed rules on June 12, 2012. The rule implements the “Basel III” regulatory capital reforms and changes required by the Dodd-Frank Act. “Basel III” refers to two consultative documents released by the Basel Committee on Banking Supervision in December 2009, the rules text released in December 2010, and loss absorbency rules issued in January 2011.

 

The new final rule contains three changes from the June 12, 2012 proposal to help reduce the burden on smaller banking organizations. First, the new final capital rule does not change the current treatment of residential mortgage exposures. Second, banking organizations that are not subject to the advance approaches capital rules can opt not to incorporate most amounts reported as Accumulated Other Comprehensive Income (“AOCI”) in the calculation of regulatory capital. This option is consistent with the treatment of AOCI under the current rules. Finally, smaller depository institution holding companies-those with assets less than $15 billion-will be allowed to count as Tier 1 capital most existing trust preferred securities that were issued prior to May 19, 2010 rather than phasing such securities out of regulatory capital. Most banking organizations are required to apply the new capital rules beginning on January 1, 2015. The rule includes new risk-based capital and leverage ratios, which would be phased in from 2015 to 2019, and would refine the definition of what constitutes “capital” for purposes of calculating those ratios. The proposed new minimum capital level requirements applicable to the Company and the Bank under the proposals would be: (i) a new common equity Tier 1 capital ratio of 4.5%; (ii) a Tier 1 capital ratio of 6% (increased from 4%); (iii) a total capital ratio of 8% (unchanged from current rules); and (iv) a Tier 1 leverage ratio of 4% for all institutions. The proposed rules would also establish a “capital conservation buffer” of 2.5% above the new regulatory minimum capital requirements, which must consist entirely of common equity Tier 1 capital. The new capital conservation buffer requirement would be phased in beginning in January 2016 at 0.625% of risk-weighted assets and would increase by that amount each year until fully implemented in January 2019. An institution would be subject to limitations on paying dividends, engaging in share repurchases, and paying discretionary bonuses if its capital level falls below the buffer amount. These limitations would establish a maximum percentage of eligible retained income that could be utilized for such actions.

 

The OCC also revised the prompt corrective action framework, which is designed to place restrictions on insured depository institutions, including the Bank, if their capital levels begin to show signs of weakness. These revisions would take effect January 1, 2015. Under the new rules, to be categorized as well-capitalized, the Bank would be required to maintain a common equity Tier 1 capital ratio of 6.5%, a Tier 1 capital ratio of 8%, a total capital ratio of 10%, and a Tier 1 leverage ratio of 5%.

 

Qualified Thrift Lender Test. All savings institutions are required to meet a QTL test to avoid certain restrictions on their operations.  A savings institution that does not meet the QTL test must either convert to a bank charter or comply with the following restrictions on its operations: (i) the institution may not engage in any new activity or make any new investment, directly or indirectly, unless such activity or investment is permissible for a national bank; (ii) the branching powers of the institution shall be restricted to those of a national bank; and (iii) payment of dividends by the institution shall be subject to the rules regarding payment of dividends by a national bank.  Upon the expiration of three years from the date the savings institution ceases to be a QTL, it must cease any activity and not retain any investment not permissible for a national bank.

 

Currently, the QTL test requires either (i) that a savings association qualifies as a domestic building and loan association as defined in Section 7701 (a)(19) of the Internal Revenue Code of 1986, as amended, (the “Code”) or (ii) that 65% of an institution's "portfolio assets" (as defined) consist of certain housing and consumer-related assets on a monthly average basis in nine out of every 12 months. Assets that qualify without limit for inclusion as part of the 65% requirement are loans made to purchase, refinance, construct, improve or repair domestic residential housing and manufactured housing; home equity loans; educational loans; small business loans; loans made through credit cards or credit card accounts; mortgage-backed securities (where the mortgages are secured by domestic residential housing or manufactured housing); stock issued by the FHLB; and direct or indirect obligations of the FDIC. In addition, the following assets, among others, may be included in meeting the test subject to an overall limit of 20% of the savings institution's portfolio assets: 50% of residential mortgage loans originated and sold within 90 days of origination; investments in a service corporation that derives at least 80% of its gross revenues from activities related to domestic or manufactured residential housing; 200% of the amount of loans and investments in “starter homes”; 200% of the amount of certain loans in “credit-needy” areas; loans for the purchase, construction, development, or improvements of “community service facilities” not in “credit-needy” areas; loans for personal, family, or household purchases (other than those in the includable without limit category); and stock issued by the FHLMC or the FNMA. Portfolio assets consist of total assets minus the sum of (i) goodwill and other intangible assets, (ii) property used by the savings institution to conduct its business, and (iii) liquid assets up to 20% of the institution's total assets. At December 31, 2013, the qualified thrift investments of the Bank were approximately 70.7% of its portfolio assets.

 

 
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Federal Home Loan Bank System. The Bank is a member of the Federal Home Loan Bank of Dallas, which is one of 12 regional FHLBs that administer the home financing credit function of savings institutions. Each FHLB serves as a reserve or central bank for its members within its assigned region. It is funded primarily from proceeds derived from the sale of consolidated obligations of the FHLB System. It makes loans to members (i.e., advances) in accordance with policies and procedures established by the board of directors of the FHLB. At December 31, 2013, the Bank had $5.9 million of outstanding FHLB advances.

 

As a member, the Bank is required to purchase and maintain stock in the FHLB in an amount equal to the sum of 0.04% of total assets as of the previous December 31 and 4.10% of outstanding advances. At December 31, 2013, the Bank had $457,000 in FHLB stock, which was in compliance with this requirement. No ready market exists for such stock and it has no quoted market value.

 

The FHLBs are required to provide funds for the resolution of troubled savings institutions and to contribute to affordable housing programs through direct loans or interest subsidies on advances targeted for community investment and low- and moderate-income housing projects. These contributions have adversely affected the level of FHLB dividends paid in the past and could continue to do so in the future. These contributions also could have an adverse effect on the value of FHLB stock in the future.

 

Federal Reserve System. The FRB requires all depository institutions to maintain reserves against their transaction accounts and non-personal time deposits. As of December 31, 2013, no reserves were required to be maintained on the first $12.4 million of transaction accounts, reserves of 3% were required to be maintained against the next $67.1 million of net transaction accounts (with such dollar amounts subject to adjustment by the FRB), and a reserve of 10% against all remaining net transaction accounts. Because required reserves must be maintained in the form of vault cash or a noninterest bearing account at an FRB, the effect of this reserve requirement is to reduce an institution's earning assets.

 

TAXATION

Federal Taxation

 

General. The Company and the Bank are subject to the generally applicable corporate tax provisions of the Code, and the Bank is subject to certain additional provisions of the Code that apply to thrift and other types of financial institutions. The following discussion of federal taxation is intended only to summarize certain pertinent federal income tax matters material to the taxation of the Company and the Bank and is not a comprehensive discussion of the tax rules applicable to the Company and the Bank.

 

Year. The Bank files a federal income tax return on the basis of a fiscal year ending on December 31. The Company files a consolidated federal income tax return with both the Bank and the Service Corporation.

 

Bad Debt Reserves. Prior to the enactment of the Small Business Jobs Protection Act (the "Act"), which was signed into law on August 21, 1996, certain thrift institutions, such as the Bank, were allowed deductions for bad debts under methods more favorable than those granted to other taxpayers. Qualified thrift institutions could compute deductions for bad debts using either the specific charge-off method of Section 166 of the Code or the reserve method of Section 593 of the Code.   As a result of the Act, the Bank was required to use the specific charge-off method in computing its bad debt deduction beginning with its 1996 federal tax return. Savings institutions were required to recapture any excess reserves over those established as of December 31, 1987 (base year reserve).

 

The balance of the pre-1988 reserves is subject to the provisions of Section 593(e), as modified by the Act, which requires recapture in the case of certain excessive distributions to shareholders. The pre-1988 reserves may not be utilized for payment of cash dividends or other distributions to a shareholder (including distributions in dissolution or liquidation) or for any other purpose (except to absorb bad debt losses). Distribution of a cash dividend by a thrift institution to a shareholder is treated as made: first, out of the institution's post-1951 accumulated earnings and profits; second, out of the pre-1988 reserves; and third, out of such other accounts as may be proper. To the extent a distribution by the Bank to the Company is deemed paid out of its pre-1988 reserves under these rules, the pre-1988 reserves would be reduced and the Bank's gross income for tax purposes would be increased by the amount which, when reduced by the income tax, if any, attributable to the inclusion of such amount in its gross income, equals the amount deemed paid out of the pre-1988 reserves. As of December 31, 2013, the Bank's pre-1988 reserves for tax purposes totaled approximately $4.2 million.

 

 
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Minimum Tax. The Code imposes an alternative minimum tax at a rate of 20%. The alternative minimum tax generally applies to a base of regular taxable income plus certain tax preferences ("alternative minimum taxable income" or "AMTI") and is payable to the extent such AMTI is in excess of an exemption amount. Items of tax preference that constitute AMTI include (a) tax-exempt interest on newly issued (generally, issued on or after August 8, 1986) private activity bonds other than certain qualified bonds and (b) 75% of the excess (if any) of (i) adjusted current earnings as defined in the Code, over (ii) AMTI (determined without regard to this preference and prior to reduction by net operating losses). Generally, only 90% of AMTI can be offset by net operating loss carrybacks and carryforwards.

 

Net Operating Loss Carryovers. A financial institution may, for federal income tax purposes, carry back net operating losses ("NOLs") to the preceding two taxable years and forward to the succeeding 20 taxable years. At December 31, 2013, the Company had a $31.7 million NOL for federal income tax purposes that will be carried forward. The federal NOL carryforwards, if unused, expire in calendar years 2029 through 2033.The federal NOL includes $7.0 million remaining from the pre-ownership change NOL carryforward. Bear State’s investment in the Company on May 3, 2011, constituted an “ownership change” as defined in the Internal Revenue Code (the “Code”). In general, under Section 382 of the Code, a corporation that undergoes an “ownership change” is subject to limitations on its ability to utilize its pre-change NOLs to offset future taxable income. Section 382 imposes an annual limitation on the amount of post-ownership change taxable income a corporation may offset with pre-ownership change NOL carryforwards and certain recognized built-in losses. The annual limit under Section 382 is approximately $405,000. At December 31, 2013, the Company had a $47.0 million NOL for state income tax purposes. The state NOL carryforwards, if unused, expire in calendar years 2014 through 2018.

 

Capital Gains and Corporate Dividends-Received Deduction. Corporate net capital gains are taxed at a maximum rate of 35%. The corporate dividends-received deduction is 80% in the case of dividends received from a “20-percent-owned corporation”, i.e., a corporation having at least twenty percent (but generally less than 80 percent) of its stock owned by the recipient corporation and corporations which own less than 20% of the stock of a corporation distributing a dividend may deduct only 70% of dividends received or accrued on their behalf. However, a corporation may deduct 100% of dividends from a member of the same affiliated group of corporations.

 

Deferred Taxes. A deferred tax asset or liability is recognized for the tax consequences of temporary differences in the recognition of revenue and expense, and unrealized gains and losses, for financial and tax reporting purposes. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company conducted an analysis to assess the need for a valuation allowance at December 31, 2013 and December 31, 2012. As part of this assessment, all available evidence, including both positive and negative, was considered to determine whether based on the weight of such evidence, a valuation allowance on the Company’s deferred tax assets was needed. In accordance with ASC Topic 740-10, Income Taxes (ASC 740), a valuation allowance is deemed to be needed when, based on the weight of the available evidence, it is more likely than not (a likelihood of more than 50%) that some portion or all of a deferred tax asset will not be realized. The future realization of the deferred tax asset depends on the existence of sufficient taxable income within the carryback and carryforward periods.

 

As part of its analysis, the Company considered the following positive evidence:

 

 

The Company has a long history of earnings profitability prior to 2009 and returned to profitability in 2012.

 

Future reversals of certain deferred tax liabilities.

 

Credit quality has improved, including significant improvements in classified loans and nonperforming loans.

 

As part of its analysis, the Company considered the following negative evidence:

 

 

The Company is in a cumulative tax loss position for the 3-year period ended December 31, 2013.

 

The Company may not meet its internal projections concerning future taxable income.

 

Although the Company returned to profitability in 2012, positive taxable income has not been attained.

 

Limitations on the Company’s ability to utilize its pre-change NOLs and certain recognized built-in losses to offset future taxable income pursuant to Section 382 of the Internal Revenue Code.

 

At December 31, 2013, and December 31, 2012, based on the weight of negative evidence presented, the Company determined that a valuation allowance relating to both the federal and state portion of our deferred tax asset was necessary.  In addition, the determination for the state deferred tax asset included negative evidence represented by the level of state tax exempt interest income which reduces state taxable income to a level that makes it unlikely the Company will realize its state deferred tax asset. Therefore, valuation allowances of $18.1 million and $4.8 million at December 31, 2013 were recorded for the federal deferred tax asset and the state deferred tax asset, respectively.

 

 
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Other Matters. The Bank's federal income tax returns for the tax years ended December 31, 2009 forward are open under the statute of limitations and are subject to review by the IRS.

 

State Taxation

 

The Bank is subject to the Arkansas corporation income tax, which is a progressive tax rate up to a maximum of 6.5% of all taxable earnings.

 

The Company is incorporated under Arkansas law and, accordingly, is subject to the Arkansas Franchise Tax.  The Arkansas Franchise Tax is based on the par value of the issued and outstanding capital stock of the Company.

 

Item 1A.      Risk Factors

 

You should carefully read and consider the risk factors described below as well as other information included in this Annual Report on Form 10-K and the information contained in other filings with the SEC. Any of these risks, if they actually occur, could materially and adversely affect the Company’s business, financial condition, liquidity, results of operations and prospects. Additional risks and uncertainties not presently known by us or that we currently deem to be immaterial may materially and adversely affect us.

 

Concentrations of loans in Northwest, Northcentral and Central Arkansas may increase risk.

 

The Company’s success depends primarily on the general economic conditions in its primary market areas – Northwest, Northcentral and Central Arkansas. As of December 31, 2013, approximately 80% of the Company’s total loans receivable consisted of loans collateralized by real estate located in a six county region in northern Arkansas and Pulaski and Faulkner counties in Central Arkansas. Accordingly, the local economic conditions in these geographical areas have a significant impact on the ability of borrowers to repay loans as well as the Company’s ability to originate new loans. As such, a decline in real estate valuations in any of these markets could lower the value of the collateral securing those loans.

 

Concentrations of loans to certain borrowers may increase risk.

 

At December 31, 2013, the Bank’s largest ten loan relationships totaled $92.2 million, or 24% of total loans receivable. While all of these loans were pass rated credits, a significant deterioration in the credit quality of any of these borrowers could result in losses that could have a material adverse effect on the Company’s financial condition and results of operations.

 

The Bank has an elevated percentage of nonperforming loans and classified assets relative to total assets. If the allowance for loan and lease losses is not sufficient to cover actual loan losses, results of operations will be adversely affected.

 

At December 31, 2013, nonperforming loans totaled $11.9 million, representing 3.11% of total loans and 2.18% of total assets. At December 31, 2013, real estate owned totaled $8.6 million or 1.6% of total assets. As a result, the Company’s total nonperforming assets amounted to $20.6 million or 3.8% of total assets at December 31, 2013. Further, assets classified by management as substandard, including nonperforming loans and real estate owned, totaled $23.4 million, representing 4.3% of total assets. At December 31, 2013, the allowance for loan and lease losses was $12.7 million, representing 106.5% of nonperforming loans. In the event loan customers do not repay their loans according to their terms and the collateral securing the payment of these loans is insufficient to pay any remaining loan balance, significant loan losses could result, which could have a material adverse effect on the Company’s financial condition and results of operations.

 

Management maintains an allowance for loan and lease losses based upon, among other things:

 

• historical experience; 

• repayment capacity of borrowers; 

• an evaluation of local, regional and national economic conditions; 

• regular reviews of delinquencies and loan portfolio quality; 

• collateral evaluations; 

• current trends regarding the volume and severity of problem loans; 

• the existence and effect of concentrations of credit; and 

• results of regulatory examinations.

 

 
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Based on these factors, management makes various assumptions and judgments about the ultimate collectability of the respective loan portfolios. The determination of the appropriate level of the allowance for loan and lease losses inherently involves a high degree of subjectivity and management must make significant estimates of current credit risks and future trends, all of which may undergo material changes. In addition, the Board of Directors and the OCC periodically review the allowance for loan and lease losses and may require an increase in the provision for possible loan losses or the recognition of further loan charge-offs. The OCC’s judgments may differ from management. While management believes that the allowance for loan and lease losses is appropriate based on our evaluation, management may determine that an increase in the allowance for loan and lease losses is needed or regulators may require an increase in the allowance. Either of these occurrences could materially and adversely affect the Company’s financial condition and results of operations.

 

Changes in interest rates could have a material adverse effect on the Bank’s profitability and asset values.

 

The operations of financial institutions such as the Bank are dependent to a large extent on net interest income, which is the difference between the interest income earned on interest earning assets such as loans and investment securities and the interest expense paid on interest bearing liabilities such as deposits and borrowings. Changes in the general level of interest rates can affect net interest income by affecting the difference between the weighted average yield earned on interest earning assets and the weighted average rate paid on interest bearing liabilities, or interest rate spread, and the average life of interest earning assets and interest bearing liabilities. Changes in interest rates also can affect our ability to originate loans; the value of our interest earning assets; our ability to obtain and retain deposits in competition with other available investment alternatives; and the ability of borrowers to repay adjustable or variable rate loans. Interest rates are highly sensitive to many factors, including governmental monetary policies, domestic and international economic and political conditions and other factors beyond our control. As of December 31, 2013, the Bank estimates that its one-year cumulative repricing gap position was a positive 3% of total assets and the one-year ratio of interest earning assets to interest bearing liabilities was 108% with both measures including assumptions for loan prepayments and calls of investment securities. Based on these measures, the Bank estimates a limited impact on earnings for various interest rate change scenarios. Floating or adjustable rate loans made up approximately 36% of the $383.9 million of total loans receivable. Fixed rate loans of approximately 64% of total loans receivable had a weighted average remaining contractual term of approximately 5.8 years. Significant changes in the composition of our rate sensitive assets or liabilities could result in a more unbalanced position possibly causing interest rate changes to have a material impact on our earnings. In addition, earnings may be adversely affected during any period of changes in interest rates due to a number of factors including among other items, call features and interest rate caps and floors on various assets and liabilities, prepayments, the current interest rates on assets and liabilities to be repriced in each period, and the relative changes in interest rates on different types of assets and liabilities.

 

In addition a significant and prolonged increase in interest rates could have a material adverse effect on the fair value of the investment securities portfolio classified as available for sale and, accordingly, shareholders’ equity. At December 31, 2013 the Bank had $70.8 million of investment securities, all of which were classified as available for sale which resulted in recording a net unrealized loss of $467,000. Based on market rates at December 31, 2013 it was estimated that a 200 basis point increase in rates would have resulted in an approximate 7.9% decrease in the fair value of the securities.

 

The Company and the Bank face strong competition that may adversely affect profitability.

 

The Company and the Bank are subject to vigorous competition in all aspects and areas of our business from banks and other financial institutions, including commercial banks, savings and loan associations, savings banks, finance companies, credit unions and other providers of financial services, such as money market mutual funds, brokerage firms, consumer finance companies and insurance companies, and with non-financial institutions, including retail stores that maintain their own credit programs and governmental agencies that make available low cost or guaranteed loans to certain borrowers. Many of our competitors are larger financial institutions with substantially greater resources, lending limits, and larger branch systems. These competitors may be able to achieve economies of scale and, as a result, may offer a broader range of products and services as well as better pricing for those products and services. Competition from both bank and non-bank organizations will continue. Our inability to compete successfully could adversely affect profitability, which, in turn, could have a material adverse effect on our financial condition and results of operations.

 

Future bank failures across the country could significantly increase FDIC premiums.

 

Difficult economic conditions in recent years have resulted in increased bank failures and expectations of future bank failures. In the event of a bank failure, the FDIC takes control of a failed bank and ensures payment of deposits up to insured limits using the resources of the DIF. The FDIC is required by law to maintain adequate funding of the DIF, and the FDIC may increase premium assessments to maintain such funding. Recent bank failures have substantially depleted the insurance fund of the FDIC and reduced the fund's ratio of reserves to insured deposits. If the FDIC elects to increase deposit insurance premiums and assessments, the Company’s noninterest expense could increase significantly.

 

 
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Future bank failures in local markets could cause increased and bulk sales of bank-owned properties, reducing the value of our REO, resulting in additional losses, costs and expenses that may negatively affect the Company’s operations.

 

Future bank failures or an increase in the number of troubled banks in the Bank’s geographic regions could adversely impact the value of our REO. Declines in the housing market during recent years, with decreasing home prices and increasing delinquencies and foreclosures, have negatively impacted the credit performance of real estate loans and resulted in significant write-downs of assets by many financial institutions in our markets. Future bank failures or an increase in the number of troubled banks in the areas in which the Bank operates could exacerbate these conditions. Such effects may be particularly pronounced in a market like Northwest Arkansas with reduced real estate values and excess inventory, which may make the disposition of REO properties more difficult, increase maintenance costs and expenses, and reduce the Company’s ultimate realization from any REO sales. At December 31, 2013 and 2012, the Company had $8.6 million and $16.7 million of REO, respectively. At December 31, 2013, the Bank’s REO portfolio included $4.7 million of land. Land sales and values have been particularly slow to recover. While the Bank’s REO and REO-related expenses are trending downward due to a decrease in the amount of its REO properties and management believes that general economic conditions in its market areas have been improving, a slowing or reversal in this economic recovery or future weakness in the housing market, particularly in Northwest Arkansas, could reduce the value of the Bank’s existing REO. Additionally, if such conditions materialize, the number of properties comprising the Bank’s REO portfolio could increase. If the amount of the Bank’s REO properties or real estate owned by other banks in our market areas increases, the Company’s losses and the costs and expenses of maintaining our REO would likely increase. Any additional increase in losses, and maintenance costs and expenses due to REO could have a material adverse impact on the Company’s business, results of operations and financial condition.

 

The current economic environment poses significant challenges for us and could continue to adversely affect the Company’s financial condition and results of operations.

 

The Company is operating in a challenging and uncertain economic environment, including generally uncertain national and local conditions. Financial institutions continue to be affected by declines in the real estate market and constrained financial markets in recent years. These declines, especially in the housing market, with falling home prices and increasing foreclosures and unemployment, resulted in significant write-downs of asset values by the Bank and other financial institutions. Additional or recurring declines in real estate values, home sales volumes, and financial stress on borrowers as a result of the uncertain economic environment could have an adverse effect on the Bank’s borrowers or their customers, which could adversely affect the Company’s financial condition and results of operations. A worsening of these conditions would likely exacerbate the adverse effects on the Company and others in the financial services industry. For example, further deterioration in local economic conditions in the Company’s markets could drive losses beyond that which is provided for in its allowance for loan and lease losses or could require further write-downs of the Bank’s real estate owned. The Company may also face the following risks in connection with these events:

 

 

Economic conditions in the Bank’s markets that negatively affect housing prices and the job market have resulted, and may continue to result, in deterioration in credit quality of the Bank’s loan portfolio, and such deterioration in credit quality has had, and could continue to have, a negative impact on the Company’s business and financial condition.

 

 

Market developments may affect consumer confidence levels and may cause adverse changes in payment patterns, causing increases in delinquencies and default rates on loans and other credit facilities.

 

 

The processes the Company uses to estimate the allowance for loan and lease losses may no longer be reliable because they rely on complex judgments, including forecasts of economic conditions, which may no longer be capable of accurate estimation.

 

 

The Bank’s ability to assess the creditworthiness of its customers may be impaired if the processes and approaches it uses to select, manage, and underwrite its customers become less predictive of future charge-offs.

 

 

The Company has faced and expects to continue to face increased regulation of its industry, and compliance with such regulation has increased and may continue to increase its costs, limit its ability to pursue business opportunities, and increase compliance challenges.

 

As these conditions or similar ones continue to exist or worsen, the Company could experience continuing or increased adverse effects on its financial condition and results of operations.

 

 
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A portion of the loan portfolio is related to commercial real estate, construction, commercial business and consumer lending activities and certain loans are secured by vacant or unimproved land. Uncertainties related to these lending activities may negatively impact these loans and could adversely impact results of operations.

 

As of December 31, 2013, approximately 51% of loans were related to commercial real estate and construction projects. Commercial real estate and construction lending is generally considered to involve a higher degree of risk than single family residential lending due to a variety of factors, including generally larger loan balances, the dependency on successful completion or operation of the project for repayment, the difficulties in estimating construction costs and loan terms that often do not require full amortization of the loan over its term and, instead, provide for a balloon payment at stated maturity.  The loan portfolio also includes commercial business loans to small and medium-sized businesses, which generally are secured by various equipment, machinery and other corporate assets, and a variety of consumer loans, including automobile loans, deposit account secured loans and unsecured loans.  Although commercial business loans and consumer loans generally have shorter terms and higher interest rates than mortgage loans, they generally involve more risk than mortgage loans because of the nature of, or in certain cases the absence of, the collateral which secures such loans.  In addition, a portion of the loan portfolio is secured by vacant or unimproved land.  Loans secured by vacant or unimproved land are generally more risky than loans secured by improved property.  These loans are susceptible to adverse conditions in the real estate market and local economy.  Uncertainties related to these lending activities could result in higher delinquencies and greater charge-offs in future periods, which could adversely affect our financial condition or results of operations.

 

The Company and the Bank operate in a heavily regulated environment, and that regulation could limit or restrict our activities and adversely affect the Company’s financial condition.

 

The financial services industry is highly regulated and subject to examination, supervision, and comprehensive regulation by various federal and state agencies, including the OCC, the FRB and the FDIC. Compliance with these regulations is costly and may restrict some of our activities, including payment of dividends, mergers and acquisitions, investments, loans and interest rates and locations of offices. The regulators’ interpretation and application of relevant regulations are beyond our control and may change rapidly and unpredictably. Banking regulations are primarily intended to protect depositors. These regulations may not always be in the best interest of investors.

 

In light of current conditions in the global financial markets and the global economy, regulators have increased their focus on the financial services industry. Over the past several years, the scale of response by U.S. financial regulators has been significant. New legislative proposals continue to be introduced in the U.S. Congress that could further substantially increase regulation of the financial services industry and impose restrictions on the operations and general ability of firms within the industry to conduct business consistent with historical practices, including with respect to compensation, interest rates and the effect of bankruptcy proceedings on consumer real property mortgages. Further, federal and state regulatory agencies may adopt changes to their regulations and/or change the manner in which existing regulations are applied. Management cannot predict the substance or effect of pending or future legislation or regulation or the application of laws and regulation to the Company or the Bank. Compliance with current and potential regulation and scrutiny may significantly increase costs, impede the efficiency of internal business processes, require us to increase regulatory capital and limit our ability to pursue business opportunities in an efficient manner by requiring us to expend significant time, effort and resources to ensure compliance. Additionally, evolving regulations concerning executive compensation may impose limitations that affect our ability to compete successfully for executive and management talent.

 

In addition, given the current economic and financial environment, our regulators may elect to alter standards or their interpretation of the standards used to measure regulatory compliance or to determine the adequacy certain risk management or other operational practices for financial services companies in a manner that impacts our ability to implement our strategy and could affect us in substantial and unpredictable ways and could have an adverse effect on our business, financial condition and results of operations. Furthermore, the regulatory agencies have discretion in their interpretation of the regulations and laws and their interpretation of the quality of our loan portfolio, securities portfolio and other assets. If any regulatory agency’s assessment of our asset quality differs negatively from ours, additional charges may be required that would have the effect of materially reducing our earnings, capital ratios and stock price.

 

The U.S. Congress passed the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) on July 21, 2010, which includes sweeping changes in the banking regulatory environment. The Dodd-Frank Act changed our primary regulator and may, among other things, alter the regulation of certain business activities and increase the cost of doing business. While many of the provisions in the Dodd-Frank Act are aimed at larger financial institutions, and some will affect only institutions with different charters or institutions that engage in different activities, it will likely increase the Company and the Bank’s regulatory compliance burden and may have other adverse effects, including increasing the costs associated with regulatory examinations and compliance measures. The Company and the Bank are closely monitoring all relevant sections of the Dodd-Frank Act to ensure continued compliance with laws and regulations. While the ultimate effects of the Dodd-Frank Act on the Company and the Bank are still undetermined, the law is likely to result in increased compliance costs, higher regulatory costs, and possible operational restrictions. 

 

 
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Further, the U.S. Congress and state legislatures and federal and state regulatory authorities continually review banking laws, regulations and policies for possible changes. Changes to statutes, regulations or regulatory policies, including interpretation and implementation of statutes, regulation or policies, including the Dodd-Frank Act, could affect the Company or the Bank in substantial and unpredictable ways, including limiting the types of financial services and products offered or increasing the ability of non-banks to offer competing financial services and products. While management cannot predict the regulatory changes that may be borne out of the current economic crisis, and cannot predict whether the Company or the Bank will become subject to increased regulatory scrutiny by any of these regulatory agencies, any regulatory changes or scrutiny could increase or decrease the cost of doing business, limit or expand permissible activities, or affect the competitive balance among banks, credit unions, savings and loan associations and other institutions. Management cannot predict whether additional legislation will be enacted and, if enacted, the effect that it, or any regulations, would have on the business, financial condition or results of operations of the Company and the Bank.

 

The Company and the Bank could be materially and adversely affected if any of our officers or directors fails to comply with bank and other laws and regulations.

 

Like any corporation, we are also subject to risk arising from potential employee misconduct, including non-compliance with policies. Any interventions by regulatory authorities may result in adverse judgments, settlements, fines, penalties, injunctions, suspension or expulsion of our officers or directors from the banking industry or other relief. In addition to the monetary consequences, these measures could, for example, impact our ability to engage in, or impose limitations on, certain businesses. The number of these investigations and proceedings, as well as the amount of penalties and fines sought, has increased substantially in recent years with regard to many firms in the industry. Significant regulatory action against the Company or the Bank or its officers or directors could materially and adversely affect the Company and the Bank’s business, financial condition or results of operations or cause significant reputational harm.

 

The Bank may incur increased employee benefit costs which could have a material adverse effect on its financial condition and results of operations.

 

The Bank is a participant in the multiemployer Pentegra Defined Benefit Plan (the “Pentegra DB Plan”). Since the Pentegra DB Plan is a multiemployer plan, contributions of participating employers are commingled and invested on a pooled basis without allocation to specific employers or employees. Assets contributed to a multiemployer plan by one employer may be used to provide benefits to employees of other participating employers. In addition, if a participating employer stops contributing to the plan, the unfunded obligations of the multiemployer plan may be borne by the remaining participating employers.

 

On April 30, 2010, the Board of Directors of the Bank elected to freeze the Pentegra DB Plan effective July 1, 2010, eliminating all future benefit accruals for participants in the Pentegra DB Plan and closing the Pentegra DB Plan to new participants as of that date. The Pentegra DB Plan is noncontributory and prior to July 1, 2010 covered substantially all employees. Since July 1, 2010, the Bank has continued to incur costs consisting of administration and Pension Benefit Guaranty Corporation insurance expenses as well as amortization charges based on the funding level of the Pentegra DB Plan.  The level of amortization charges is determined by the Pentegra DB Plan's funding shortfall, which is determined by comparing the Pentegra DB Plan’s liabilities to the Pentegra DB Plan’s assets.  Net pension expense was approximately $532,000 and $566,000 for the years ended December 31, 2013 and 2012, respectively, and contributions to the Pentegra DB Plan totaled $622,000 and $991,000 for the years ended December 31, 2013 and 2012, respectively. Future pension funding requirements, and the timing of funding payments, are also subject to changes in legislation. Based on factors that influence the levels of plan assets and liabilities, such as the level of interest rates and the performance of plan assets, it is reasonably possible that events could occur that would materially change the estimated amount of the Bank’s required contribution in the near term. Additionally, if the Bank were to terminate its participation in the Pentegra DB Plan, the Bank could incur a significant withdrawal liability. Any of these events could have a material adverse effect on our financial condition and results of operations.

 

An inability to make technological advances may reduce the Company and the Bank’s ability to successfully compete.

 

The banking industry is experiencing rapid changes in technology. In addition to improving customer services, effective use of technology increases efficiency and enables financial institutions to reduce costs. As a result, the Company and the Bank’s future success will depend in part on the ability to address customers’ needs by using technology. The Company and the Bank may be unable to effectively develop new technology-driven products and services and may be unsuccessful in marketing these products to our customers. Many competitors have greater resources to invest in technology. Any failure to keep pace with technological change affecting the financial services industry could have a material adverse impact on the Company and the Bank’s business, financial condition and results of operations.

 

 
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The Company and the Bank are subject to security and operational risks relating to technology that could damage our reputation and our business.

 

Security breaches in internet banking activities could expose the Company and the Bank to possible liability and reputational damage.  Any security compromise could also deter customers from using internet banking services that involve the transmission of confidential information.  The Company and the Bank rely on standard internet security systems to provide the security and authentication necessary to effect secure transmission of data.  These precautions and security measures may not protect systems from compromises or breaches that could result in reputational damage.  Additionally, the Company and the Bank outsource data processing to a third party.  If the third party provider encounters difficulties or if the Company and the Bank have difficulty in communicating with such third party, it could significantly affect our ability to adequately process and account for customer transactions, which could significantly affect our business operations.  The Bank has never incurred a material security breach nor encountered any significant down time with our outsourced partners. The occurrence of any failures, interruptions or security breaches of our systems could damage our reputation, result in loss of customer business, subject us to additional regulatory scrutiny or expose us to civil litigation and possible financial liability, any of which could have a material adverse effect on our financial condition and results of operations.

 

The trading volume of the Company’s common stock is lower than that of other financial services companies and the market price of our common stock may fluctuate significantly, which can make it difficult to sell shares of the Company’s common stock at times, volumes and prices attractive to our shareholders.

 

The Company’s common stock is listed on the NASDAQ Global Market under the symbol “FFBH.” The average daily trading volume for shares of our common stock is lower than larger financial institutions.  Because the trading volume of our common stock is lower, and thus has substantially less liquidity than the average trading market for many other publicly traded companies, sales of our common stock may place significant downward pressure on the market price of our common stock.  In addition, market value of thinly traded stocks can be more volatile than stocks trading in an active public market.

 

The market price of our common stock has been volatile in the past and may fluctuate significantly as a result of a variety of factors, many of which are beyond our control.  These factors include, in addition to those described elsewhere in this Annual Report on Form 10-K:

 

 

actual or anticipated quarterly or annual fluctuations in our operating results, cash flows and financial condition;

 

 

changes in earnings estimates or publication of research reports and recommendations by financial analysts or actions taken by rating agencies with respect to us or other financial institutions;

 

 

speculation in the press or investment community generally or relating to our reputation or the financial services industry;

 

 

strategic actions by us or our competitors, such as acquisitions, restructurings, dispositions or financings;

 

 

fluctuations in the stock price and operating results of our competitors;

 

 

future issuances or re-sales of our equity or equity-related securities, or the perception that they may occur;

 

 

proposed or adopted regulatory changes or developments;

 

 

anticipated or pending investigations, proceedings, or litigation or accounting matters that involve or affect us;

 

 

domestic and international economic factors unrelated to our performance; and

 

 

general market conditions and, in particular, developments related to market conditions for the financial services industry.

 

In addition, in recent years, the stock markets in general have experienced extreme price and volume fluctuations, and market prices for the stock of many companies, including those in the financial services sector, have experienced wide price fluctuations that have not necessarily been related to operating performance.  This is due, in part, to investors’ shifting perceptions of the effect of changes and potential changes in the economy on various industry sectors.  This volatility has had a significant effect on the market price of securities issued by many companies, including for reasons unrelated to their performance or prospects.  These broad market fluctuations may adversely affect the market price of our common stock, notwithstanding our actual or anticipated operating results, cash flows and financial condition.  The Company expects that the market price of our common stock will continue to fluctuate due to many factors, including prevailing interest rates, other economic conditions, our operating performance and investor perceptions of the outlook for the Company and the Bank specifically and the banking industry in general.

 

 
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As a result of the lower trading volume of the Company’s common stock and its susceptibility to market price volatility, shareholders may not be able to resell their shares at times, volumes or prices they find attractive.

 

Bear State holds a controlling interest in the Company’s common stock and may have interests that differ from the interests of other shareholders.

 

Bear State currently owns approximately 79% of Company common stock, assuming exercise of outstanding warrants held by it. Following consummation of the Merger and the Private Placement, we anticipate that Bear State will own approximately 63.4% of Company common stock, assuming exercise of outstanding warrants held by it. As a result, Bear State is able to control the election of directors, determine corporate and management policies and determine the outcome of any corporate transaction or other matter submitted to Company shareholders for approval. Such transactions may include mergers and acquisitions, sales of all or some of the Company’s assets or purchases of assets, and other significant corporate transactions. Bear State also has sufficient voting power to amend our organizational documents.

 

The interests of Bear State may differ from those of the Company’s other shareholders, and it may take actions that advance its interests to the detriment of other shareholders. Additionally, Bear State is in the business of making investments in or acquiring financial institutions and may, from time to time, acquire and hold interests in businesses that compete directly or indirectly with the Company. Bear State may also pursue, for its own account, acquisition opportunities that may be complementary to our business, and as a result, those acquisition opportunities may not be available to the Company.

 

This concentration of ownership could also have the effect of delaying, deferring or preventing a change in control or impeding a merger or consolidation, takeover or other business combination that could be favorable to the other holders of the Company’s common stock, and the market price of the Company’s common stock may be adversely affected by the absence or reduction of a takeover premium in the trading price.

 

As a controlled company, the Company is exempt from certain NASDAQ corporate governance requirements, and holders of its common stock may not have all the protections that these rules are intended to provide.

 

The Company’s common stock is currently listed on the NASDAQ Global Market. NASDAQ generally requires a majority of directors to be independent and requires independent director oversight over the nominating and executive compensation functions. However, under NASDAQ’s rules, if an individual or another entity owns more than 50% of the voting power for the election of directors of a listed company, that company is considered a “controlled company” and is exempt from rules relating to independence of the board of directors and the compensation and nominating committees. The Company is a controlled company because Bear State owns more than 50% of the voting power for the election of directors. Accordingly, the Company is exempt from certain corporate governance requirements, and holders of the Company’s common stock may not have all the protections that these rules are intended to provide. Notwithstanding the Company’s exemption from these requirements, six of the nine current directors of the Company are deemed to be independent in accordance with NASDAQ listing requirements.

 

Shares of Company common stock are not an insured deposit and are subject to substantial investment risk.

 

Investments in Company common stock are not a savings or deposit account or other obligation of its subsidiary bank and are not insured or guaranteed by the FDIC or any other governmental agency. Investment in Company common stock is inherently risky for the reasons described in this "RISK FACTORS" section and in the documents incorporated by reference, and is subject to the same market forces that affect the market price of common stock of any company. As a result, you may lose some or all of your investment.

 

The management of the Company may be required to dedicate significant time and effort to the merger with FNSC and the integration of FNSC into the Company, all of which may divert their attention from other business concerns of and their responsibility to the Company.

 

The Merger has and will continue to cause the management of the Company to focus a portion of its time and energies on matters related to the Merger that otherwise would be directed to the business and operations of the Company. Any significant diversion of management’s attention could affect the Company’s ability to service existing business and develop new business and adversely affect the earnings of the Company.

 

 
21

 

 

If the Merger is not completed, the Company’s business may be adversely affected.

 

A termination of the Merger Agreement prior to the closing could have negative consequences for the Company. For example, the Company’s business may have been impacted adversely by the failure to pursue other beneficial opportunities due to the focus of management on the Merger, without realizing any of the anticipated benefits of completing the Merger. Additionally, the market price of the Company’s common stock could decline to the extent that the current market prices reflect an assumption that the Merger will be completed. If the Merger Agreement is terminated under certain circumstances involving consummation of a competing transaction, the Company may be required to pay FNSC a termination fee of $3,000,000.

 

Combining the Company and FNSC may be more difficult, costly or time-consuming than expected, and failure to do so quickly and efficiently could reduce the Company’s profitability, affect its stock price and either delay or prevent realization of many of the potential benefits of the Merger.

 

The success of the Company following the Merger may depend in large part on the ability to integrate the two businesses and cultures. If the Company and FNSC are not able to integrate their operations efficiently and timely, the expected benefits of the Merger may not be realized. It is possible that the integration process following completion of the Merger could result in the loss of key employees, disruption of each company’s ongoing business or inconsistencies in standards, controls, procedures and policies, any of which could adversely affect the combined company’s ability to maintain relationships with the Company’s or FNSC’s existing customers and employees or to achieve the anticipated benefits of the Merger. As with any merger of banking institutions, there also may be business disruptions that cause the Company and FNSC to lose customers. Following the Merger, the Company may be required to spend additional time and money on operating compatibility, which could otherwise be spent on developing the Company’s business. If the Company and FNSC do not integrate operations effectively or efficiently, it could harm the Company’s business, financial condition and results of operations.

 

Item 1B. Unresolved Staff Comments.

 

None

 

 
22

 

 

Item 2. Properties.

 

At December 31, 2013, the Bank conducted its business from its executive offices in Harrison and Little Rock, Arkansas, eleven full service offices, one limited service banking facility, and one loan production office, all of which are located in Northwest, Northcentral, and Central Arkansas.

 

The following table sets forth information with respect to the offices and other properties of the Bank at December 31, 2013.

 

 

Description/Address

 

Leased/

Owned

 

 

Description/Address

 

Leased/

Owned

             

1401 Highway 62/65 North

Harrison, AR 72601

FS

Owned

 

2000 Promenade Boulevard

Rogers, AR 72758

FS

Leased(1)

             

124 South Willow

Harrison, AR 72601

LS

Owned

 

1303 West Hudson

Rogers, AR 72758

 

Owned (4)

             

324 Hwy. 62/65 Bypass

Harrison, AR 72601

FS

Owned

 

3460 North College

Fayetteville, AR 72703

FS

Owned

             

8201 Cantrell Rd, Suite 140

Little Rock, AR 72227

FS

Leased(5)

 

2025 North Crossover Road

Fayetteville, AR 72703

FS

Owned

             

668 Highway 62 East

Mountain Home, AR 72653

FS

Owned

 

2905 S. Walton Blvd, Suite 13

Bentonville, AR 72712

LP

Leased(6)

             

1337 Highway 62 SW

Mountain Home, AR 72653

FS

Owned

 

2030 West Elm

Rogers, AR 72756

 

Owned(4)

             

301 Highway 62 West

Yellville, AR 72687

FS

Owned

 

3027 Highway 62 East

Mountain Home, AR 72653

FS

Owned

             

307 North Walton Blvd.

Bentonville, AR 72712

FS

Owned

 

225 N. Bloomington Street, Ste. H

Lowell, AR 72745

 

Owned(3)

             

3300 West Sunset

Springdale, AR 72762

FS

Owned

 

200 West Stephenson

Harrison, AR 72601

 

Owned(7)

             

900 S Shackleford Rd St 605

Little Rock, AR 72211

 

Leased(2)

       
             

LP = Loan Production Office

FS = Full Service Office

LS = Limited Service

           

 

  (1)

Such property is subject to a ten-year lease expiring March 1, 2018, with five five-year renewal options. 

 

  (2)

Such property is subject to a lease expiring December 31, 2015, and includes executive offices. 

 

  (3)

Such property houses certain loan operation functions of First Federal Bank as well as area leased to third parties. 

 

  (4)

This location is being marketed for sale. 

 

  (5)

Such location is subject to two separate five-year leases expiring in July and August 2018, each with one five-year renewal option. 

 

  (6)

Such property is subject to a five-year lease expiring in November 2018, with two five-year renewal options. 

 

  (7)

Such property houses computer and operational support functions as well as area leased to a third party. 

 

Item 3. Legal Proceedings.

 

Neither the Company nor the Bank is involved in any pending legal proceedings other than nonmaterial legal proceedings occurring in the ordinary course of business.

 

 

 
23

 

 

Item 4. Mine Safety Disclosures.

Not applicable.

 

PART II.

 

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities.

 

Shares of the Company's common stock are traded under the symbol "FFBH" on the NASDAQ Global Market. Following consummation of the Merger, the Company intends to change its name to Bear State Financial, Inc. and anticipates changing its ticker symbol from “FFBH” to “BSF.” The common stock will continue to be listed on the NASDAQ Global Market following the Merger. At March 20, 2014, the Company had 20,041,497 shares of common stock outstanding and had approximately 679 holders of record.

 

The following table sets forth the dividends declared and the reported high and low sales prices of a share of the Company's common stock as reported by NASDAQ for the periods indicated.

 

Quarter Ended

 

Year Ended

December 31, 2013

   

Year Ended

December 31, 2012

 
   

High

   

Low

   

Dividend

   

High

   

Low

   

Dividend

 

  March 31

  $ 10.00     $ 9.01       --     $ 7.34     $ 4.30       --  

  June 30

  $ 10.05     $ 7.55       --     $ 9.97     $ 6.00       --  

  September 30

  $ 10.00     $ 7.91       --     $ 10.74     $ 7.50       --  

  December 31

  $ 9.61     $ 8.53       --     $ 10.72     $ 8.11       --  

 

 

Issuer Purchases of Equity Securities

The Company did not repurchase any of its equity securities during 2013.

 

 
24

 

 

Item 6. Selected Financial Data.

 

The selected consolidated financial and other data of the Company set forth below and on the following page is not complete and should be read in conjunction with, and is qualified in its entirety by, the more detailed information, including the Consolidated Financial Statements and related Notes, appearing elsewhere herein and incorporated by reference herein.

 

   

At or For the

Year Ended December 31,

 
   

2013

   

2012

   

2011

   

2010

   

2009

 
   

(In Thousands, Except Per Share Data)

 

Selected Financial Condition Data:

                                       

Total assets

  $ 548,872     $ 530,395     $ 579,046     $ 600,046     $ 731,070  

Cash and cash equivalents

    23,970       42,607       79,799       36,407       22,149  

Interest bearing time deposits in banks

    24,118       29,592       27,113       --       --  

Investment securities–held to maturity

    --       --       --       --       135,531  

Investment securities–available for sale at fair value

    70,828       53,325       62,077       83,106       --  

Loans receivable, net

    371,149       337,328       331,453       381,343       481,542  

Loans held for sale

    4,205       4,435       3,339       4,502       1,012  

Allowance for loan and lease losses

    12,711       15,676       20,818       31,084       32,908  

Real estate owned, net

    8,627       16,658       28,113       44,706       35,155  

Deposits

    469,725       455,051       498,581       541,800       624,624  
Other Borrowings     5,941       3,109       6,679       18,193       59,546  

Stockholders' equity

    71,187       69,660       68,893       36,120       43,300  
                                         

Selected Operating Data:

                                       

Interest income

  $ 18,365     $ 19,799     $ 23,072     $ 30,063     $ 36,549  

Interest expense

    3,392       4,422       6,682       9,838       15,255  

Net interest income

    14,973       15,377       16,390       20,225       21,294  

Provision for loan losses

    --       22       859       6,959       44,365  

Net interest income (loss) after provision for loan losses

    14,973       15,355       15,531       13,266       (23,071 )

Noninterest income

    5,426       6,587       6,294       9,052       7,520  
Noninterest expense     19,659       21,187       40,859       26,827       29,799  

Income (loss) before income taxes

    740       755       (19,034 )     (4,509 )     (45,350 )

Income tax provision (benefit)

    11       --       --       (474 )     148  

Net income (loss)

  $ 729     $ 755     $ (19,034 )   $ (4,035 )   $ (45,498 )

Preferred stock dividends, accretion of discount and gain on redemption of preferred stock

    --       --       (10,500 )     891       728  

Net income (loss) available to common stockholders

  $ 729     $ 755     $ (8,534 )   $ (4,926 )   $ (46,226 )
                                         

Earnings (Loss) per Common Share:

                                       

Basic

  $ 0.04     $ 0.04     $ (0.67 )   $ (5.08 )   $ (47.69 )

Diluted

    0.03       0.04       (0.67 )     (5.08 )     (47.69 )
                                         

Cash Dividends Declared per Common Share

  $ --     $ --     $ --     $ --     $ 0.15  

 

 
25

 

 

          At or For the Year Ended December 31,  
          2013       2012       2011       2010       2009  
Selected Operating Ratios(1):                                            

Return on average assets

    0.14 %     0.14 %     (3.18 )%     (0.60 )%     (5.84 )%

Return on average equity

    1.02       1.08       (28.85 )     (9.43 )     (57.33 )

Average equity to average assets

    13.32       12.59       11.03       6.34       10.19  

Interest rate spread(2)

    3.02       3.03       3.06       3.34       2.96  

Net interest margin(2)

    3.09       3.09       3.12       3.35       3.06  

Net interest income after provision for loan losses to noninterest expense

    76.16       72.47       38.01       49.45       (77.42 )

Noninterest expense to average assets

    3.68       3.82       6.83       3.97       3.83  

Average interest earning assets to average interest bearing liabilities

    110.21       108.26       104.82       100.60       104.64  

Operating efficiency(3)

    96.37       96.46       180.12       91.63       103.42  
                                               

Asset Quality Ratios(4):

                                           

Nonaccrual loans to total assets

    2.18       3.55       5.86       8.22       5.86  

Nonperforming assets to total assets(5)

    3.75       6.69       10.79       15.67       10.67  

Allowance for loan and lease losses to classified loans(6)

    86.09       45.41       27.77       22.00       28.17  

Allowance for loan and lease losses to total loans

    3.31       4.44       5.90       7.53       6.40  
                                               

Capital Ratios(7):

                                           

Tangible capital to adjusted total assets

    12.90       12.73       11.22       6.36       5.75  

Core capital to adjusted total assets

    12.90       12.73       11.22       6.36       5.75  

Risk-based capital to risk-weighted assets

    18.68       19.77       19.62       10.72       9.97  
                                               

Other Data:

                                           
Dividend payout ratio(8)       Note (9)     Note (9)     Note (9)     Note (9)     Note (9)  
Full service offices at end of period     12       14       18       18       20  
       
  (1) Ratios are based on average daily balances.
 

(2)

Interest rate spread represents the difference between the weighted average yield on average interest earning assets and the weighted average cost of average interest bearing liabilities, and net interest margin represents net interest income as a percent of average interest earning assets.

 

(3)

Noninterest expense to net interest income plus noninterest income.

 

(4)

Asset quality ratios are end of period ratios.

 

(5)

Nonperforming assets consist of nonperforming loans and real estate owned. Nonperforming loans consist of nonaccrual loans and accruing loans 90 days or more past due.

 

(6)

Classified loans consist of loans graded substandard, doubtful or loss.

 

(7)

Capital ratios are end of period ratios for First Federal Bank.

 

(8)

Dividend payout ratio is the total common stock dividends declared divided by net income available to common stockholders.

 

(9)

Dividend payout ratio is not meaningful for 2009 due to the Company’s net loss in that year. No dividends were paid in 2010, 2011, 2012 or 2013.

 

 
26

 

 

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

Management's discussion and analysis of financial condition and results of operations is intended to assist a reader in understanding the consolidated financial condition and results of operations of the Company for the periods presented. The information contained in this section should be read in conjunction with the Consolidated Financial Statements and the accompanying Notes to the Consolidated Financial Statements and the other sections contained herein.

 

2013 OVERVIEW

 

The Company’s net income was $729,000 for the year ended December 31, 2013, compared to a net income of $755,000 for the year ended December 31, 2012. The primary reasons for the $26,000 decrease in net income during 2013 were a $404,000 decrease in net interest income and a $1.2 million decrease in noninterest income, partially offset by a $1.5 million decrease in noninterest expenses.

 

The Bank made substantial progress in reducing its level of nonperforming assets during 2013. Total nonperforming assets at December 31, 2013, including nonaccrual loans and real estate owned, totaled $20.6 million, or 3.8% of total assets, a reduction of $14.9 million compared to December 31, 2012. The Bank has also reduced its level of classified loans to $14.8 million at December 31, 2013 compared to $34.5 million at December 31, 2012. The primary drivers in improving the Bank’s nonperforming assets and classified loans were the Bank’s concerted efforts to work out or settle nonperforming loans and to aggressively market REO properties for sale, resulting in sales and repayments on nonaccrual loans totaling $5.3 million and sales of REO of $9.8 million. The Bank sold $14.7 million of classified loans during the year ended December 31, 2013, which included $2.3 million of nonaccrual loans.

 

While the Bank is continuing its focus on reducing nonperforming assets, it is equally focused on improving its operational performance through improving its net interest margin, increasing noninterest income, and controlling noninterest expense.

 

RECENT DEVELOPMENTS

 

Special Meeting of Shareholders

At its special meeting of shareholders on March 21, 2014, the shareholders of the Company approved proposals regarding:

 

 

adoption of the previously announced Agreement and Plan of Merger, dated July 1, 2013, by and among the Company and First National Security Company (“FNSC”),

 

increase in the number of authorized shares of common stock of the Company from 30,000,000 to 100,000,000,

 

amendment to the articles of incorporation of the Company to change the name of First Federal Bancshares of Arkansas, Inc. to Bear State Financial, Inc., and

 

a private placement of 2,531,645 shares of Company common stock at a per share price of $7.90 to Bear State, the Company’s largest shareholder, and to certain members of Bear State individually.

 

Share Repurchase Program

On February 19, 2014, the Board of Directors of the Company approved a share repurchase program permitting the Company to repurchase up to $1,000,000 of its common stock over the next 12 months.

 

Extension of Bear State

On February 19, 2014, Bear State Financial Holdings, LLC (“Bear State”), the Company’s principal shareholder owning approximately 79% of the Company’s common stock (assuming full exercise of the outstanding warrants held by it), notified the Company that its members agreed to extend the duration of Bear State for two (2) additional years by extending the automatic termination under Bear State’s Operating Agreement until June 27, 2016. The Bear State Operating Agreement was scheduled to terminate on June 27, 2014.

 

CRITICAL ACCOUNTING POLICIES

 

Various elements of our accounting policies, by their nature, are inherently subject to estimation techniques, valuation assumptions and other subjective assessments. In particular, the following estimates, due to the judgments, estimates and assumptions inherent in those policies, are critical to preparation of our financial statements.

 

 

Determination of our allowance for loan and lease losses

 

Valuation of real estate owned

 

Valuation of investment securities

 

Valuation of our deferred tax assets

 

 
27

 

 

These policies and the judgments, estimates and assumptions are described in greater detail in subsequent sections of Management’s Discussion and Analysis of Financial Condition and Results of Operations and in the Notes to the Consolidated Financial Statements included herein. In particular, Note 1 to the Consolidated Financial Statements – “Summary of Significant Accounting Policies” generally describes our accounting policies. We believe that the judgments, estimates and assumptions used in the preparation of our Consolidated Financial Statements are appropriate given the factual circumstances at the time. However, given the sensitivity of our Consolidated Financial Statements to these critical accounting policies, the use of other judgments, estimates and assumptions could result in material differences in our results of operations or financial condition.

 

In estimating the amount of credit losses inherent in our loan portfolio, various judgments and assumptions are made. For example, when assessing the condition of the overall economic environment, assumptions are made regarding market conditions and their impact on the loan portfolio. In the event the economy were to sustain a prolonged downturn, the loss factors applied to our portfolios may need to be revised, which may significantly impact the measurement of the allowance for loan and lease losses. For impaired loans that are collateral dependent and for real estate owned, the estimated fair value of the collateral may deviate significantly from the proceeds received when the collateral is sold.

 

The Bank has classified all of its investment securities as available for sale. Accordingly, its investment securities are stated at estimated fair value in the consolidated financial statements with unrealized gains and losses, net of related income taxes, reported as a separate component of stockholders’ equity with any related changes included in accumulated other comprehensive income (loss). The Company utilizes independent third parties as its principal sources for determining fair value of its investment securities that are measured on a recurring basis. For investment securities traded in an active market, the fair values are based on quoted market prices if available. If quoted market prices are not available, fair values are based on market prices for comparable securities, broker quotes or comprehensive interest rate tables, pricing matrices or a combination thereof. For investment securities traded in a market that is not active, fair value is determined using unobservable inputs. The fair values of the Company’s investment securities traded in both active and inactive markets can be volatile and may be influenced by a number of factors including market interest rates, prepayment speeds, discount rates, credit quality of the issuer, general market conditions including market liquidity conditions and other factors. Factors and conditions are constantly changing and fair values could be subject to material variations that may significantly impact the Company’s financial condition, results of operations and liquidity.

 

We recognize deferred tax assets and liabilities for the future tax consequences related to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. We evaluate our deferred tax assets for recoverability using a consistent approach that considers the relative impact of negative and positive evidence, including our historical profitability and projections of future taxable income. We are required to establish a valuation allowance for deferred tax assets if we determine, based on available evidence at the time the determination is made, that it is more likely than not that some portion or all of the deferred tax assets will not be realized. In evaluating the need for a valuation allowance, we estimate future taxable income based on management-approved business plans and ongoing tax planning strategies. This process involves significant management judgment about assumptions that are subject to change from period to period based on changes in tax laws or variances between our projected operating performance, our actual results and other factors.

 

RESULTS OF OPERATIONS

 

Year Ended December 31, 2013 Compared to Year Ended December 31, 2012

 

Net Interest Income. The Company's results of operations depend primarily on its net interest income, which is the difference between interest income on interest earning assets, such as loans and investments, and interest expense on interest bearing liabilities, such as deposits and borrowings. Net interest income for 2013 was $15.0 million compared to $15.4 million in 2012. The decrease in net interest income resulted from changes in interest income and interest expense discussed below.

 

Interest Income. Interest income for 2013 was $18.4 million compared to $19.8 million in 2012. The decrease in interest income in 2013 compared to 2012 was primarily related to a decrease in yields earned on loans receivable. The decrease in yields earned on loans receivable is primarily due to origination during the period of high quality loans with average market rates lower than the weighted average rate of the Bank’s portfolio in the same period last year.

 

Interest Expense.   Interest expense for 2013 was $3.4 million compared to $4.4 million in 2012. The decrease in interest expense in 2013 compared to 2012 was primarily due to a decrease in the average balance of deposits as well as a decrease in average rate paid on deposits. The decrease in the average rate paid on deposit accounts reflects decreases in market interest rates and Bank management’s pricing of its deposits at such levels to maintain deposit balances commensurate with its overall balance sheet management and liquidity position.

 

 
28

 

 

Rate/Volume Analysis. The table below sets forth certain information regarding changes in interest income and interest expense of the Company for the periods indicated. For each category of interest earning assets and interest bearing liabilities, information is provided on changes attributable to (i) changes in volume (changes in average volume multiplied by prior rate); (ii) changes in rate (changes in rate multiplied by prior average volume); (iii) changes in rate-volume (changes in rate multiplied by the change in average volume); and (iv) the net change.

 

 

   

Year Ended December 31,

 
   

2013 vs. 2012

 
   

Increase (Decrease)

Due to

         
   

Volume

   

Rate

   

Rate/

Volume

   

Total

Increase

(Decrease)

 
   

(In Thousands)

 

Interest income:

                               

Loans receivable

  $ 185     $ (1,610 )   $ (17 )   $ (1,442 )

Investment securities

    23       30       --       53  

Other interest earning assets

    (109 )     80       (16 )     (45 )

Total interest earning ssets

    99       (1,500 )     (33 )     (1,434 )
                                 

Interest expense:

                               

Deposits

    (157 )     (857 )     31       (983 )

Other borrowings

    (47 )     --       --       (47 )

Total interest bearing liabilities

    (204 )     (857 )     31       (1,030 )

Net change in net interest income

  $ 303     $ (643 )   $ (64 )   $ (404 )

 

 

   

Year Ended December 31,

 
   

2012 vs. 2011

 
   

Increase (Decrease)

Due to

         
   

Volume

   

Rate

   

Rate/

Volume

   

Total

Increase

(Decrease)

 
   

(In Thousands)

 

Interest income:

                               

Loans receivable

  $ (1,111 )   $ (1,364 )   $ 76     $ (2,399 )

Investment securities

    (454 )     (733 )     124       (1,063 )

Other interest earning assets

    13       171       5       189  

Total interest earning assets

    (1,552 )     (1,926 )     205       (3,273 )
                                 

Interest expense:

                               

Deposits

    (443 )     (1,704 )     118       (2,029 )

Other borrowings

    (220 )     (33 )     22       (231 )

Total interest bearing liabilities

    (663 )     (1,737 )     140       (2,260 )

Net change in net interest income

  $ (889 )   $ (189 )   $ 65     $ (1,013 )

 

 
29

 

 

Average Balance Sheets. The following table sets forth certain information relating to the Company's average balance sheets and reflects the average yield on assets and average cost of liabilities for the periods indicated. Such yields and costs are derived by dividing interest income or interest expense by the average balance of assets or liabilities, respectively, for the periods presented. Average balances are based on daily balances during the periods.

 

   

Year Ended December 31,

 
   

2013

   

2012

   

2011

 
   

Average

Balance

   

Interest

   

Average

Yield/

Cost

   

Average

Balance

   

Interest

   

Average

Yield/

Cost

   

Average

Balance

   

Interest

   

Average

Yield/

Cost

 
   

(Dollars in Thousands)

 

Interest earning assets:

                                                                       

Loans receivable(1)

  $ 361,094     $ 16,202       4.49 %   $ 357,337     $ 17,644       4.94 %   $ 378,303     $ 20,043       5.30 %

Investment securities(2)

    59,301       1,671       2.82       58,476       1,618       2.77       70,394       2,681       3.81  

Other interest earning assets

    63,811       492       0.77       80,131       537       0.67       77,349       348       0.45  

Total interest earning assets

    484,206       18,365       3.79       495,944       19,799       3.99       526,046       23,072       4.39  

Noninterest earning assets

    50,325                       58,823                       72,077                  

Total assets

  $ 534,531                     $ 554,767                     $ 598,123                  

Interest bearing liabilities:

                                                                       

Deposits

  $ 436,735       3,339       0.76     $ 453,134       4,322       0.95     $ 487,095       6,351       1.30  

Other borrowings

    2,615       53       2.03       4,961       100       2.02       14,738       331       2.24  

Total interest bearing liabilities

    439,350       3,392       0.77       458,095       4,422       0.96       501,833       6,682       1.33  

Noninterest bearing deposits

    21,710                       23,193                       25,894                  

Noninterest bearing liabilities

    2,283                       3,644                       4,427                  

Total liabilities

    463,343                       484,932                       532,154                  

Stockholders' equity

    71,188                       69,835                       65,969                  

Total liabilities and stockholders' equity

  $ 534,531                     $ 554,767                     $ 598,123                  
                                                                         

Net interest income

          $ 14,973                     $ 15,377                     $ 16,390          

Net earning assets

  $ 44,856                     $ 37,849                     $ 24,213                  

Interest rate spread

                    3.02 %                     3.03 %                     3.06 %

Net interest margin

                    3.09 %                     3.09 %                     3.12 %

Ratio of interest earning assets to interest bearing liabilities

                    110.21 %                     108.26 %                     104.82 %

________________

(1) Includes nonaccrual loans. 

(2) Includes FHLB stock.

 

Provision for Loan Losses. The provision for loan losses represents the amount that is added to the allowance for loan and lease losses (“ALLL”) for the purpose of maintaining the ALLL at a level considered adequate to cover probable credit losses related to specifically identified loans as well as probable credit losses inherent in the remainder of the loan portfolio that have been incurred as of the balance sheet date. The adequacy of the ALLL is evaluated quarterly by management of the Bank based on the Bank’s past loan loss experience, known and inherent risks in the portfolio, adverse situations that may affect the borrower’s ability to repay, the estimated value of any underlying collateral and other qualitative factors.

 

Management determined that no provision for loan losses was required for the year ended December 31, 2013, primarily due to decreases in nonperforming and classified loans and continued improvement in the Bank’s loan portfolio and ALLL coverage of nonaccrual loans. The ALLL as a percentage of loans receivable was 3.3% at December 31, 2013, compared to 4.4% at December 31, 2012. The ALLL as a percentage of nonaccrual loans was 106.5% at December 31, 2013, compared to 83.3% at December 31, 2012. The ALLL as a percentage of classified loans was 86.1% at December 31, 2013, compared to 45.4% at December 31, 2012. For additional information relating to the allowance and provision for loan losses, refer to the Allowance for Loan and Lease Losses section of this Management’s Discussion and Analysis.

 

Noninterest Income. Noninterest income is generated primarily through deposit account fee income, profit on sale of loans, gain on sale of investment securities, and earnings on life insurance policies. Total noninterest income of $5.4 million for 2013 decreased $1.2 million from $6.6 million in 2012. This decrease was primarily due to a $517,000 decrease in gains on sales of investment securities and an $892,000 decrease in deposit fee income, partially offset by a $180,000 increase in gains on sales of loans. Gain on sale of loans increased to $1.1 million in 2013 from $923,000 in 2012 primarily due to an increase in the number of secondary market loan originations and related sales as well as an increase in the average gain per loan. Deposit fee income was down from $4.0 million in 2012 to $3.1 million in 2013 primarily due to a decrease in insufficient funds fee revenue.

 

Noninterest Expense. Noninterest expense consists primarily of employee compensation and benefits, office occupancy expense, FDIC insurance expense, data processing expense, real estate owned expense, net, and other operating expense. Total noninterest expense decreased $1.5 million or 7% during 2013 compared to 2012. The variances in these and certain other noninterest expense items are further explained in the following paragraphs, with the expense decrease in 2013 being primarily comprised of decreases in net real estate owned expense, FDIC insurance expense, and data processing expense.

 

 
30

 

 

Salaries and Employee Benefits. Salaries and employee benefits increased $325,000 for the year ended December 31, 2013 compared to the same period 2012. This increase was primarily attributable to an increase in incentive and stock compensation.

 

Real estate owned, net. The changes in the composition of this line item are presented below (in thousands):

 

   

Year Ended December 31,

   

Increase

 
   

2013

   

2012

   

(Decrease)

 

Loss provisions

  $ 682     $ 1,388     $ (706 )

Net (gain) loss on sales

    (753 )     (1,223 )     470  

Taxes and insurance

    185       491       (306 )

Other

    115       61       54  

Total

  $ 229     $ 717     $ (488 )

 

The decrease in REO loss provisions, net gains on sales of REO, and REO expenses in 2013 compared to 2012 was primarily due to a decrease in REO balances and the number of REO properties. Real estate owned expenses such as taxes, insurance and maintenance as well as rental income are expected to continue to decline as the size of the REO portfolio continues to decline. Future levels of loss provisions and net gains or losses on sales of real estate owned will be dependent on market conditions.

 

FDIC Insurance. The Bank’s FDIC insurance expense decreased $459,000 for the year ended December 31, 2013 compared to the same period in 2012 primarily due to a change in the assessment rate.  

 

Data Processing. The decrease in data processing expense of $563,000 for the year ended December 31, 2013 compared to the same period in 2012 was primarily related to one-time costs incurred in 2012 associated with the Bank’s conversion of its operational software during the second quarter of 2012.

 

Professional Fees. The decrease in professional fees of $350,000 for the year ended December 31, 2013 compared to the same period in 2012 was primarily due to a decrease in audit fees and a decrease in loan-related legal fees.

 

Other Noninterest Expense. Other noninterest expense increased $356,000 or 20% for the year ended December 31, 2013 compared to the same period in 2012, primarily due to consulting and third party management fees and expenses incurred in connection with the pending merger with FNSC.

 

Income Taxes. The Company had no taxable income in 2013 or 2012 and recorded a valuation allowance for the full amount of its net deferred tax asset as of December 31, 2013 and December 31, 2012, respectively. The income tax expense of $11,000 recorded for the year ended December 31, 2013 represents the Company’s alternative minimum tax payment resulting from the amendment of the Company’s 2010 federal income tax return. See Note 12 to the consolidated financial statements contained herein in Item 8 for further information.

 

 
31

 

 

Lending Activities

 

Loan Composition. The following table sets forth certain data relating to the composition of the Bank's loan portfolio by type of loan at the dates indicated.

 

   

December 31,

 
   

2013

    2012    

2011

   

2010

    2009  
    Amount     Percentage
of Loans
    Amount     Percentage
of Loans
    Amount     Percentage
of Loans
    Amount     Percentage
of Loans
    Amount     Percentage
of Loans
 
    (Dollars in Thousands)  

Mortgage loans:

                                                                               

One-to four-family residential

  $ 129,308       33.68 %   $ 157,936       44.71 %   $ 195,660       55.47 %   $ 232,500       56.34 %   $ 263,012       51.12 %

Multifamily residential

    25,773       6.71       20,790       5.89       20,476       5.81       25,356       6.14       27,987       5.44  

Nonfarm nonresidential

    168,902       43.99       138,014       39.08       95,920       27.20       92,767       22.49       104,618       20.34  

Construction and land development

    26,554       6.92       14,551       4.12       25,012       7.09       39,595       9.60       86,373       16.80  

Total real estate loans

    350,537       91.30       331,291       93.80       337,068       95.57       390,218       94.57       481,990       93.70  
                                                                                 

Commercial loans

    29,033       7.56       16,083       4.55       7,603       2.16       10,376       2.51       14,575       2.83  
                                                                                 

Consumer loans

    4,368       1.14       5,818       1.65       8,015       2.27       12,053       2.92       17,862       3.47  
                                                                                 

Total loans receivable

    383,938       100.00 %     353,192       100.00 %     352,686       100.00 %     412,647       100.00 %     514,427       100.00 %
                                                                                 

Less:

                                                                               

Unearned discounts and net deferred loan costs (fees)

    (78 )             (188 )             (415 )             (220 )             23          

Allowance for loan and lease losses

    (12,711 )             (15,676 )             (20,818 )             (31,084 )             (32,908 )        

Total loans receivable, net

  $ 371,149             $ 337,328             $ 331,453             $ 381,343