UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
	SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2012

OR

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
	SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to _______________

Commission File 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

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 x  No o

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See 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 o  Accelerated Filer o  Non-accelerated Filer o  Smaller reporting company x

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

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:  As of August 1, 2012, there were issued and outstanding 19,302,603 shares of the Registrant's Common Stock, par value $.01 per share.

FIRST FEDERAL BANCSHARES OF ARKANSAS, INC.

TABLE OF CONTENTS

Part I.	Financial Information	Page
Item 1.	Financial Statements
	Condensed Consolidated Statements of Financial Condition as of June 30, 2012 and December 31, 2011 (unaudited)	1
	Condensed Consolidated Statements of Income and Comprehensive Income for the three and six months ended June 30, 2012 and 2011 (unaudited)	2
	Condensed Consolidated Statement of Stockholders’ Equity for the six months ended June 30, 2012 (unaudited)	3
	Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2012 and 2011 (unaudited)	4
	Notes to Unaudited Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	41
Item 4.	Controls and Procedures	42
Part II.	Other Information
Item 1.	Legal Proceedings	42
Item 1A.	Risk Factors	42
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	42
Item 6.	Exhibits	42
Signatures
Exhibit Index

Part I.  Financial Information

Item 1.  Financial Statements

FIRST FEDERAL BANCSHARES OF ARKANSAS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(In thousands, except share data)

(Unaudited)

	June 30, 2012			December 31, 2011
ASSETS
Cash and cash equivalents	$	64,940		$	79,799
Interest-bearing time deposits in banks		27,111			27,113
Investment securities, available for sale		55,839			62,077
Federal Home Loan Bank stock—at cost		578			576
Loans receivable, net of allowance of $17,264 and $20,818, respectively		331,354			331,453
Loans held for sale		4,417			3,339
Accrued interest receivable		1,559			1,516
Real estate owned - net		25,168			28,113
Office properties and equipment - net		20,666			21,441
Cash surrender value of life insurance		22,600			22,213
Prepaid expenses and other assets		1,089			1,406
TOTAL	$	555,321		$	579,046
LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES:
Deposits	$	478,223		$	498,581
Other borrowings		4,323			6,679
Advance payments by borrowers for taxes and insurance		385			816
Other liabilities		2,801			4,077
Total liabilities	$	485,732		$	510,153
STOCKHOLDERS’ EQUITY:
Common stock, $.01 par value—30,000,000 shares authorized; 19,302,603 shares issued and outstanding at June 30, 2012 and December 31, 2011	$	193		$	193
Additional paid-in capital		90,651			90,572
Accumulated other comprehensive income		614			898
Accumulated deficit		(21,869	)		(22,770	)
Total stockholders’ equity		69,589			68,893
TOTAL	$	555,321		$	579,046

See notes to unaudited condensed consolidated financial statements.

1

FIRST FEDERAL BANCSHARES OF ARKANSAS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(In thousands, except earnings per share)

(Unaudited)

	Three Months Ended						Six Months Ended
	June 30, 2012			June 30, 2011			June 30, 2012			June 30, 2011
INTEREST INCOME:
Loans receivable	$	4,422		$	5,108		$	9,063		$	10,506
Investment securities:
Taxable		94			504			273			1,218
Nontaxable		309			204			577			410
Other		152			70			275			84
Total interest income		4,977			5,886			10,188			12,218
INTEREST EXPENSE:
Deposits		1,097			1,639			2,318			3,346
Other borrowings		30			95			63			207
Total interest expense		1,127			1,734			2,381			3,553
NET INTEREST INCOME		3,850			4,152			7,807			8,665
PROVISION FOR LOAN LOSSES		6			631			22			791
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES		3,844			3,521			7,785			7,874
NONINTEREST INCOME:
Net gain (loss) on sale of investment securities		542			(439	)		542			(439	)
Deposit fee income		977			1,232			2,071			2,345
Earnings on life insurance policies		194			188			387			384
Gain on sale of loans		220			134			418			284
Other		73			142			274			264
Total noninterest income		2,006			1,257			3,692			2,838
NONINTEREST EXPENSES:
Salaries and employee benefits		2,709			2,939			5,584			5,586
Net occupancy expense		619			613			1,309			1,248
Real estate owned, net		(258	)		1,634			(292	)		3,606
FDIC insurance		291			324			589			757
Supervisory assessments		75			95			150			189
Data processing		787			381			1,263			741
Professional fees		192			222			590			726
Advertising and public relations		69			63			139			121
Postage and supplies		160			122			292			266
Other		497			606			952			1,202
Total noninterest expenses		5,141			6,999			10,576			14,442
INCOME (LOSS) BEFORE INCOME TAXES		709			(2,221	)		901			(3,730	)
INCOME TAX		--			--			--			--
NET INCOME (LOSS)	$	709		$	(2,221	)	$	901		$	(3,730	)
PREFERRED STOCK DIVIDENDS, ACCRETION OF DISCOUNT AND GAIN ON REDEMPTION OF PREFERRED STOCK		--			(10,724	)		--			(10,500	)
NET INCOME AVAILABLE TO COMMON STOCKHOLDERS	$	709		$	8,503		$	901		$	6,770
Basic earnings per common share	$	0.04		$	0.77		$	0.05		$	1.12
Diluted earnings per common share	$	0.03		$	0.73		$	0.04		$	1.07
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX:
Unrealized holding gains arising during the period	$	197		$	1,254		$	258		$	1,643
Reclassification adjustments for (gain) loss included in net income		(542	)		439			(542	)		439
COMPREHENSIVE INCOME (LOSS)	$	364		$	(528	)	$	617		$	(1,648	)

See notes to unaudited condensed consolidated financial statements.

2

FIRST FEDERAL BANCSHARES OF ARKANSAS, INC.

CONDENSEDCONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2012

(In thousands, except share data)

(Unaudited)

	Issued Common Stock
	Shares		Amount		Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)			Accumulated Deficit			Total Stockholders’ Equity
BALANCE – January 1, 2012		19,302,603	$	193	$	90,572	$	898		$	(22,770	)	$	68,893
Net income		--		--		--		--			901			901
Other comprehensive loss		--		--		--		(284	)		--			(284	)
Stock compensation expense		--		--		79		--			--			79
BALANCE – June 30, 2012		19,302,603	$	193	$	90,651	$	614		$	(21,869	)	$	69,589

See notes to unaudited condensed consolidated financial statements.

3

FIRST FEDERAL BANCSHARES OF ARKANSAS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Six Months Ended June 30,
	2012			2011
OPERATING ACTIVITIES:
Net income (loss)	$	901		$	(3,730	)
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
Provision for loan losses		22			791
Provision for real estate losses		308			2,999
Deferred tax benefit		(105	)		1,107
Deferred tax valuation allowance		105			(1,107	)
Accretion of discounts on investment securities, net		9			(14	)
Federal Home Loan Bank stock dividends		(2	)		(3	)
Gain on sale of fixed assets, net		(126	)		(16	)
(Gain) loss on sale of repossessed assets, net		(792	)		188
(Gain) loss on sales of investment securities, net		(542	)		439
Originations of loans held for sale		(21,492	)		(12,068	)
Proceeds from sales of loans held for sale		20,832			14,882
Gain on sale of loans originated to sell		(418	)		(284	)
Depreciation		736			682
Amortization of deferred loan costs, net		26			121
Stock compensation		79			--
Earnings on life insurance policies		(387	)		(384	)
Changes in operating assets and liabilities:
Accrued interest receivable		(43	)		450
Prepaid expenses and other assets		317			1,722
Other liabilities		10			(73	)
Net cash (used in) provided by operating activities		(562	)		5,702
INVESTING ACTIVITIES:
Purchases of interest-bearing time deposits in banks		(496	)		(14,921	)
Redemptions of interest-bearing time deposits in banks		498			--
Purchases of investment securities, available for sale		(14,977	)		(9,999	)
Proceeds from sales, maturities, and calls of investment securities available for sale		20,178			30,911
Purchases of Federal Home Loan Bank stock		--			(633	)
Loan (originations) repayments, net		(3,975	)		29,919
Loan participations purchased		--			(417	)
Proceeds from sales of real estate owned		7,583			4,828
Improvements to real estate owned		(128	)		(26	)
Proceeds from sales of office properties and equipment		249			20
Purchases of office properties and equipment		(84	)		(161	)
Net cash provided by investing activities		8,848			39,521

(Continued)

4

FIRST FEDERAL BANCSHARES OF ARKANSAS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Six Months Ended June 30,
	2012			2011
FINANCING ACTIVITIES:
Net decrease in deposits	$	(20,358	)	$	(26,601	)
Repayment of advances from Federal Home Loan Bank		(2,356	)		(6,405	)
Net decrease in advance payments by borrowers for taxes and insurance		(431	)		(233	)
Proceeds from issuance of common stock		--			47,664
Net cash (used in) provided by financing activities		(23,145	)		14,425
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS		(14,859	)		59,648
CASH AND CASH EQUIVALENTS:
Beginning of year		79,799			36,407
End of year	$	64,940		$	96,055
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION—
Cash paid for:
Interest	$	2,402		$	3,618
Income taxes	$	--		$	--
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
Real estate and other assets acquired in settlement of loans	$	4,979		$	5,613
Sales of real estate owned financed by the Bank	$	953		$	2,366
Investment securities purchased—not settled	$	348		$	3,575
Preferred dividends cancelled	$	--		$	929

(Concluded)

See notes to unaudited condensed consolidated financial statements.

5

FIRST FEDERAL BANCSHARES OF ARKANSAS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations and Principles of Consolidation—First Federal Bancshares of Arkansas, Inc. (the “Company”) is a unitary holding company that owns all of the stock of First Federal Bank (the “Bank”). The Company is principally in the business of community banking and therefore is considered a banking operation with no separately reportable segments. The Bank provides a broad line of financial products to individuals and small- to medium-sized businesses. The consolidated financial statements also include the accounts of the Bank’s wholly owned subsidiary, First Harrison Service Corporation (“FHSC”), which is inactive.

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with instructions to Form 10-Q.  Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.  However, such information reflects all adjustments which are, in the opinion of management, necessary for a fair statement of results for the interim periods.

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and the Bank.  Intercompany transactions have been eliminated in consolidation.  Certain reclassifications of prior period amounts have been made to conform with the current period presentation. These reclassifications had no impact on previously reported net income.

The results of operations for the six months ended June 30, 2012, are not necessarily indicative of the results to be expected for the year ending December 31, 2012.  The unaudited condensed consolidated financial statements and notes thereto should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2011, contained in the Company’s 2011 Annual Report on Form 10-K as filed with the Securities and Exchange Commission (“SEC”).

2.         RECENT ACCOUNTING PRONOUNCEMENTS

In May 2011, the FASB issued ASU No. 2011-04, Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements. The ASU expands ASC 820’s disclosure requirements, particularly for Level 3 inputs, including (1) a quantitative disclosure of the unobservable inputs and assumptions used, (2) a description of the valuation process in place and (3) a narrative description of the sensitivity of the fair value to changes in unobservable inputs. The ASU is effective for the Company’s reporting periods beginning after December 15, 2011. As this ASU amends only the disclosure requirements for fair value measurements, the adoption of this ASU did not have a material impact on the Company’s financial statements.

In June 2011, the FASB issued ASU No. 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income. In December 2011, FASB issued ASU 2011-12, which defers certain provisions of ASU 2011-05. One of ASU 2011-05’s provisions requires the Company to present on the face of the financial statements the effects of reclassifications out of accumulated other comprehensive income on the components of net income and other comprehensive income for all periods presented. ASU 2011-12 defers this requirement indefinitely. All other requirements in ASU 2011-05 are not affected by ASU 2011-12, including the requirement to report comprehensive income either in a single continuous financial statement or in two separate but consecutive financial statements. The ASU does not amend the components that must be reported in other comprehensive income. Both ASUs are effective for the Company’s reporting periods beginning after December 15, 2011. The Company adopted this ASU beginning in the quarter ended March 31, 2012.

3.         INVESTMENT SECURITIES AVAILABLE FOR SALE

Investment securities available for sale consisted of the following as of the dates indicated (in thousands):

	June 30, 2012
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Municipal securities	$	42,225	$	770	$	(65	)	$	42,930
Corporate debt securities		7,000		--		(93	)		6,907
U.S. Government sponsored agency securities		6,000		2		--			6,002
Total	$	55,225	$	772	$	(158	)	$	55,839

6

	December 31, 2011
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Municipal securities	$	35,590	$	1,033	$	(10	)	$	36,613
Corporate debt securities		6,000		--		(190	)		5,810
U.S. Government sponsored agency securities		19,589		65		--			19,654
Total	$	61,179	$	1,098	$	(200	)	$	62,077

The following tables summarize the gross unrealized losses and fair value of the Company's investments with unrealized losses that are not deemed to be other-than-temporarily impaired (“OTTI”) (in thousands), aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position:

	June 30, 2012
	Less than 12 Months				12 Months or More				Total
	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
Municipal securities	$	5,748	$	65	$	--	$	--	$	5,748	$	65
Corporate debt securities		6,907		93		--		--		6,907		93
Total	$	12,655	$	158	$	--	$	--	$	12,655	$	158

	December 31, 2011
	Less than 12 Months				12 Months or More				Total
	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
Municipal securities	$	1,812	$	10	$	--	$	--	$	1,812	$	10
Corporate debt securities		3,810		190		--		--		3,810		190
Total	$	5,622	$	200	$	--	$	--	$	5,622	$	200

On a quarterly basis, management conducts a formal review of securities for the presence of OTTI.  Management assesses whether an OTTI is present when the fair value of a security is less than its amortized cost basis at the balance sheet date.  For such securities, OTTI is considered to have occurred if the Company intends to sell the security, if it is more likely than not the Company will be required to sell the security before recovery of its amortized cost basis or if the present values of expected cash flows is not sufficient to recover the entire amortized cost.

The unrealized losses are primarily a result of increases in market yields since the time of purchase.  In general, as market yields rise, the fair value of securities will decrease; as market yields fall, the fair value of securities will increase. Management generally views changes in fair value caused by changes in interest rates as temporary; therefore, these securities have not been classified as other-than-temporarily impaired.  Additionally, the unrealized losses are also considered temporary because scheduled coupon payments have been made, it is anticipated that the entire principal balance will be collected as scheduled, and management neither intends to sell the securities nor is it more likely than not that the Company will be required to sell the securities before the recovery of the remaining amortized cost amount.

The Company has pledged investment securities available for sale with carrying values of approximately $1.2 million at each of periods ended June 30, 2012 and December 31, 2011, as collateral for certain deposits in excess of $250,000.  In addition the Company has pledged investment securities available for sale with carrying values of approximately $12.9 million and $8.9 million at June 30, 2012 and December 31, 2011, respectively, as collateral at the Federal Reserve Bank to secure transaction settlements.

7

The scheduled contractual maturities of debt securities at June 30, 2012 are shown below (in thousands). Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

	June 30, 2012
	Amortized Cost		Fair Value		Weighted Average Rate
Within one year	$	250	$	252		4.60	%
Due from one year to five years		20,030		20,004		2.25	%
Due from five years to ten years		20,266		20,568		2.63	%
Due after ten years		14,679		15,015		3.82	%
Total	$	55,225	$	55,839		2.82	%

As of June 30, 2012 and December 31, 2011, investments with amortized cost of approximately $41.5 million and $48.5 million, respectively, have call options held by the issuer, of which approximately $14.0 million and $26.6 million, respectively, are or were callable within one year.

Sales of the Company’s investment securities available for sale are summarized as follows (in thousands):

	Three and Six Months Ended June 30,
	2012		2011
Sales proceeds	$	5,387	$	18,931
Gross realized gains	$	542	$	128
Gross realized losses		--		(567	)
Net gains (losses) on sales of investment securities	$	542	$	(439	)

8

4.         LOANS RECEIVABLE

The following tables present age analyses of loans, including both accruing and nonaccrual loans, as of the dates indicated (in thousands):

June 30, 2012	30-89 Days Past Due		90 Days or More Past Due		Current		Total (1)
One- to four-family residential	$	1,121	$	4,866	$	155,094	$	161,081
Home equity and second mortgage		88		323		9,511		9,922
Multifamily residential		--		--		13,254		13,254
Commercial real estate		1,390		2,118		113,198		116,706
One- to four-family construction		--		--		2,631		2,631
Other construction and land		421		3,910		17,922		22,253
Commercial		3		380		17,148		17,531
Consumer		15		81		6,542		6,638
Total (1)	$	3,038	$	11,678	$	335,300	$	350,016

December 31, 2011	30-89 Days Past Due		90 Days or More Past Due		Current		Total (1)
One- to four-family residential	$	8,319	$	5,604	$	169,235	$	183,158
Home equity and second mortgage		126		437		11,939		12,502
Multifamily residential		31		--		20,445		20,476
Commercial real estate		1,371		4,752		89,797		95,920
One- to four-family construction		--		--		2,391		2,391
Other construction and land		191		1,344		21,908		23,443
Commercial		--		388		7,215		7,603
Consumer		23		5		7,987		8,015
Total (1)	$	10,061	$	12,530	$	330,917	$	353,508

(1) Gross of undisbursed loan funds, unearned discounts and net loan fees and the allowance for loan and lease losses.

There was one loan over 90 days past due and still accruing at December 31, 2011 totaling $388,000 and no such loans at June 30, 2012.  Restructured loans totaled $11.0 million and $13.9 million as of June 30, 2012 and December 31, 2011, respectively, with $5.1 million and $8.7 million of such restructured loans on nonaccrual status at June 30, 2012 and December 31, 2011, respectively.

9

The following table presents age analyses of nonaccrual loans as of the dates indicated (in thousands):

June 30, 2012	30-89 Days Past Due		90 Days or More Past Due		Current		Total
One- to four-family residential	$	432	$	4,866	$	1,741	$	7,039
Home equity and second mortgage		41		323		224		588
Multifamily residential		--		--		279		279
Commercial real estate		1,389		2,118		4,920		8,427
Other construction and land		421		3,910		794		5,125
Commercial		3		380		19		402
Consumer		--		81		2		83
Total	$	2,286	$	11,678	$	7,979	$	21,943

December 31, 2011	30-89 Days Past Due		90 Days or More Past Due		Current		Total
One- to four-family residential	$	1,870	$	5,604	$	4,262	$	11,736
Home equity and second mortgage		57		437		270		764
Multifamily residential		--		--		4,645		4,645
Commercial real estate		203		4,752		8,283		13,238
Other construction and land		164		1,344		1,893		3,401
Commercial		--		--		72		72
Consumer		--		5		93		98
Total	$	2,294	$	12,142	$	19,518	$	33,954

10

The following tables summarize information pertaining to impaired loans as of June 30, 2012 and December 31, 2011 and for three and six month periods ended June 30, 2012 and 2011 (in thousands):

	June 30, 2012						For the Three and Six Months Ended June 30, 2012
	Unpaid Principal Balance		Recorded Investment		Valuation Allowance		Average Recorded Investment		Average Recorded Investment		Interest Income Recognized		Interest Income Recognized
							(Three Months)		(Six Months)		(Three Months)		(Six Months)
Impaired loans with a valuation allowance:
One- to four-family residential	$	1,686	$	1,482	$	204	$	2,797	$	2,769	$	6	$	--
Home equity and second mortgage		157		20		137		20		22		--		--
Multifamily residential		--		--		--		--		752		--		--
Commercial real estate		4,313		3,429		884		2,791		2,668		17		40
Other construction and land		2,097		1,774		323		1,958		1,520		--		9
Commercial		--		--		--		--		--		--		--
Consumer		--		--		--		--		8		--		--
		8,253		6,705		1,548		7,566		7,739		23		49
Impaired loans without a valuation allowance:
One- to four-family residential		6,467		6,467		--		6,248		7,520		24		52
Home equity and second mortgage		449		449		--		479		560		1		5
Multifamily residential		279		279		--		2,026		3,076		3		7
Commercial real estate		5,379		5,379		--		6,320		7,192		31		84
Other construction and land		6,520		6,520		--		4,121		3,667		22		89
Commercial		402		402		--		443		319		--		--
Consumer		91		91		--		73		65		--		1
		19,587		19,587		--		19,710		22,399		81		238
Total impaired loans	$	27,840	$	26,292	$	1,548	$	27,276	$	30,138	$	104	$	287
Interest based on original terms											$	430	$	856
Interest income recognized on a cash basis on impaired loans											$	107	$	203

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	December 31, 2011						For the Three and Six Months Ended June 30, 2011
	Unpaid Principal Balance		Recorded Investment		Valuation Allowance		Average Recorded Investment		Average Recorded Investment		Interest Income Recognized		Interest Income Recognized
							(Three Months)		(Six Months)		(Three Months)		(Six Months)
Impaired loans with a valuation allowance:
One- to four-family residential	$	3,019	$	2,714	$	305	$	4,478	$	4,013	$	5	$	20
Home equity and second mortgage		108		27		81		155		217		1		3
Multifamily residential		2,958		2,255		703		4,997		5,073		--		--
Commercial real estate		4,301		2,422		1,879		1,542		2,341		--		13
One- to four-family construction		--		--		--		--		3		--		--
Other construction and land		925		645		280		4,214		4,003		1		12
Commercial		--		--		--		107		180		--		--
Consumer		70		25		45		10		16		--		1
		11,381		8,088		3,293		15,503		15,846		7		49
Impaired loans without a valuation allowance:
One- to four-family residential		10,066		10,066		--		18,153		19,398		82		158
Home equity and second mortgage		723		723		--		932		903		19		36
Multifamily residential		5,175		5,175		--		4,130		3,967		45		85
Commercial real estate		8,937		8,937		--		12,735		10,757		62		137
One- to four-family construction		--		--		--		--		--		--		--
Other construction and land		2,758		2,758		--		2,740		3,300		13		30
Commercial		72		72		--		431		407		1		3
Consumer		49		49		--		91		93		1		3
	$	27,780	$	27,780	$	--		39,212		38,825		223		452
Total impaired loans	$	39,161	$	35,868	$	3,293	$	54,715	$	54,671	$	230	$	501
Interest based on original terms											$	864	$	1,675
Interest income recognized on a cash basis on impaired loans											$	143	$	269

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Credit Quality Indicators. As part of the on-going monitoring of the credit quality of the Bank’s loan portfolio, the Bank categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The Company analyzes loans individually by assigning a credit risk rating to loans on at least an annual basis for non-homogeneous loans over $250,000. The Company uses the following definitions for risk ratings:

Pass (Grades 1 to 5). Loans rated as pass generally meet or exceed normal credit standards and are rated on a scale from 1 to 5, with 1 being the highest quality loan and 5 being a pass/watch loan.  Factors influencing the level of pass grade include repayment source and strength, collateral, borrower cash flows, existence of and strength of guarantors, industry/business sector, financial trends, performance history, etc.

Special Mention (Grade 6). Loans rated as special mention, while still adequately protected by the borrower’s repayment capability, exhibit distinct weakening trends. If left unchecked or uncorrected, these potential weaknesses may result in deteriorated prospects of repayment. These exposures require management’s close attention so as to avoid becoming adversely classified credits.

Substandard (Grade 7). Loans rated as substandard are inadequately protected by the current sound net worth and paying capacity of the borrower or the collateral pledged, if any. These assets must have a well-defined weakness based on objective evidence and be characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected.

Doubtful (Grade 8). Loans rated as doubtful have all the weaknesses inherent in a substandard asset. In addition, these weaknesses make collection or liquidation in full highly questionable and improbable, based on existing circumstances.

Loss (Grade 9). Loans rated as a loss are considered uncollectible and of such little value that continuance as an asset is not warranted. A loss classification does not mean that an asset has no recovery or salvage value, but that it is not practical or desirable to defer writing off or reserving all or a portion of the asset, even though partial recovery may be effected in the future.

Based on analyses performed at June 30, 2012 and December 31, 2011, the risk categories of loans are as follows:

	June 30, 2012
	Pass		Special Mention		Substandard		Not Rated		Total (1)
One- to four-family residential	$	16,163	$	10,764	$	12,454	$	121,700	$	161,081
Home equity and second mortgage		406		182		1,043		8,291		9,922
Multifamily residential		7,203		4,495		1,460		96		13,254
Commercial real estate		92,695		10,134		11,969		1,908		116,706
One- to four-family construction		1,477		690		250		214		2,631
Other construction and land		6,853		1,078		10,241		4,081		22,253
Commercial		16,415		346		511		259		17,531
Consumer		63		--		114		6,461		6,638
Total (1)	$	141,275	$	27,689	$	38,042	$	143,010	$	350,016

	December 31, 2011
	Pass		Special Mention		Substandard		Not Rated		Total (1)
One- to four-family residential	$	24,300	$	13,888	$	27,877	$	117,093	$	183,158
Home equity and second mortgage		558		487		1,569		9,888		12,502
Multifamily residential		4,736		6,655		6,203		2,882		20,476
Commercial real estate		55,997		9,174		29,020		1,729		95,920
One- to four-family construction		--		--		1,463		928		2,391
Other construction and land		9,508		2,908		8,696		2,331		23,443
Commercial		5,579		1,105		521		398		7,603
Consumer		626		13		191		7,185		8,015
Total (1)	$	101,304	$	34,230	$	75,540	$	142,434	$	353,508

(1) Gross of undisbursed loan funds, unearned discounts and net loan fees and the allowance for loan and lease losses.

As of June 30, 2012, the Bank had one loan with $192,000 of the balance considered doubtful and no loans categorized as subprime. As of December 31, 2011, the Bank did not have any loans categorized as subprime or classified as doubtful.

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Troubled Debt Restructurings. Troubled debt restructurings (“TDRs”) are loans where the contractual terms on the loan have been modified and both of the following conditions exist: (i) the borrower is experiencing financial difficulty and (ii) the restructuring constitutes a concession that the Bank would not otherwise make. The Bank assesses all loan modifications to determine if the modifications constitute a TDR.  Restructurings resulting in an insignificant delay in payment are not considered to be TDRs.  Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length and the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed.

All TDRs are considered impaired loans. Impairment is measured on a loan by loan basis by either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price, or the fair value of the collateral if the loan is collateral dependent.

The following table summarizes TDRs as of June 30, 2012 and December 31, 2011: (dollars in thousands)

June 30, 2012	Number of Accruing TDR Loans		Balance		Number of Nonaccrual TDR Loans		Balance		Total Number of TDR Loans		Total Balance
One- to four-family residential		11	$	1,114		7	$	661		18	$	1,775
Home equity and second mortgage		1		19		3		75		4		94
Commercial real estate		1		1,265		3		2,757		4		4,022
Other construction and land		1		3,491		6		1,628		7		5,119
Consumer		4		8		--		--		4		8
Total		18	$	5,897		19	$	5,121		37	$	11,018

December 31, 2011	Number of Accruing TDR Loans		Balance		Number of Nonaccrual TDR Loans		Balance		Total Number of TDR Loans		Total Balance
One- to four-family residential		15	$	1,349		11	$	1,134		26	$	2,483
Home equity and second mortgage		3		68		4		133		7		201
Multifamily residential		1		3,488		1		1,399		2		4,887
Commercial real estate		--		--		6		4,759		6		4,759
Other construction and land		5		282		4		1,242		9		1,524
Consumer		7		20		--		--		7		20
Total		31	$	5,207		26	$	8,667		57	$	13,874

During the three and six months ended June 30, 2012, the Bank did not restructure any loans receivable that were TDRs. The Bank had no loans receivable for which a payment default occurred during the three and six months ended June 30, 2012 and that had been modified as a TDR within 12 months or less of the payment default.  A payment default is defined as a payment received more than 90 days after its due date.

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5.         ALLOWANCES FOR LOAN AND LEASE LOSSES AND REAL ESTATE LOSSES

The tables below provide a rollforward of the allowance for loan and lease losses (“ALLL”) by portfolio segment (in thousands):

	One- to four-family residential			Home equity and second mortgage			Multifamily residential			Commercial real estate			One- to four-family construction		Other construction and land			Commercial			Consumer			Total
Three Months Ended June 30, 2012
ALLL:
Balance, beginning of period:	$	5,873		$	574			1,398			6,230		$	69		3,547		$	491		$	158			18,340
Provision charged to expense		771			(15	)		(512	)		1,939			28		(2,034	)		(201	)		30			6
Losses charged off		(606	)		(11	)		--			(505	)		--		(37	)		--			(50	)		(1,209	)
Recoveries		8			39			--			24			--		11			23			22			127
Balance, end of period	$	6,046		$	587		$	886			7,688		$	97	$	1,487		$	313		$	160			17,264
Six Months Ended June 30, 2012
ALLL:
Balance, beginning of year:	$	6,306		$	693			2,654			7,316		$	84		2,567		$	972		$	226			20,818
Provision charged to expense		661			(39	)		(788	)		2,589			13		(1,760	)		(688	)		34			22
Losses charged off		(941	)		(112	)		(997	)		(2,241	)		--		(37	)		--			(145	)		(4,473	)
Recoveries		20			45			17			24			--		717			29			45			897
Balance, end of period	$	6,046		$	587		$	886			7,688		$	97	$	1,487		$	313		$	160			17,264
Ending balance: individually evaluated for impairment	$	204		$	137		$	--		$	884		$	--	$	323		$	--		$	--			1,548
Ending balance: collectively evaluated for impairment	$	5,842		$	450		$	886		$	6,804		$	97	$	1,164		$	313		$	160			15,716
Loan balances:
Ending balance	$	161,081		$	9,922		$	13,254		$	116,706		$	2,631	$	22,253		$	17,531			6,638			350,016
Ending balance: individually evaluated for impairment	$	4,142		$	269		$	279		$	9,143		$	--	$	7,698		$	402		$	2			21,935
Ending balance: collectively evaluated for impairment	$	156,939		$	9,653		$	12,975		$	107,563		$	2,631	$	14,555			17,129			6,636			328,081

Impairment is measured on a loan by loan basis for loans where the aggregate relationship balance exceeds $250,000 by either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price, or the fair value of the collateral if the loan is collateral dependent.  Impaired loans under this threshold are aggregated and impairment measured on a collective basis.

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Year Ended December 31, 2011	One- to four-family residential			Home equity and second mortgage			Multifamily residential			Commercial real estate			One- to four-family construction			Other construction and land			Commercial			Consumer			Total
ALLL:
Balance, beginning of year:	$	5,440		$	1,275		$	6,581		$	9,491		$	81		$	4,035		$	3,543		$	638		$	31,084
Provision charged to expense		3,993			(160	)		(1,132	)		189			31			204			(2,139	)		(127	)		859
Losses charged off		(3,177	)		(486	)		(2,795	)		(2,375	)		(28	)		(2,190	)		(517	)		(409	)		(11,977	)
Recoveries		50			64			--			11			--			68			85			124			852
Balance, end of year	$	6,306		$	693		$	2,654		$	7,316		$	84		$	2,567		$	972		$	226		$	20,818
Ending balance: individually evaluated for impairment	$	305		$	81		$	703		$	1,879		$	--		$	280		$	--		$	45		$	3,293
Ending balance: collectively evaluated for impairment	$	6,001		$	612		$	1,951		$	5,437		$	84		$	2,287		$	972		$	181		$	17,525
Loan balances:
Ending balance	$	183,158		$	12,502		$	20,476		$	95,920		$	2,391		$	23,443		$	7,603		$	8,015		$	353,508
Ending balance: individually evaluated for impairment	$	13,085		$	831		$	8,133		$	13,238		$	--		$	3,683		$	72		$	119		$	39,161
Ending balance: collectively evaluated for impairment	$	170,073		$	11,671		$	12,343		$	82,682		$	2,391		$	19,760		$	7,531		$	7,896		$	314,347

The Bank does not have any loans acquired with deteriorated credit quality.

16

A summary of the activity in the allowances for loan and lease losses and real estate losses is as follows for the three and six months ended June 30 (in thousands):

	Three Months Ended June 30, 2012						Three Months Ended June 30, 2011
	Loans and Leases			Real Estate			Loans and Leases			Real Estate
Balance—beginning of year	$	18,340		$	20,501		$	29,113		$	8,853
Provisions for estimated losses		6			280			631			1,355
Recoveries		127			--			98			--
Losses charged off		(1,209	)		(1,132	)		(244	)		(574	)
Balance—end of period	$	17,264		$	19,649		$	29,598		$	9,634

	Six Months Ended June 30, 2012						Six Months Ended June 30, 2011
	Loans and Leases			Real Estate			Loans and Leases			Real Estate
Balance—beginning of period	$	20,818		$	20,934		$	31,084		$	7,841
Provisions for estimated losses		22			308			791			2,999
Recoveries		897			--			627			--
Losses charged off		(4,473	)		(1,593	)		(2,904	)		(1,206	)
Balance—end of period	$	17,264		$	19,649		$	29,598		$	9,634

6.         STOCK BASED COMPENSATION

2011 Omnibus Incentive Plan—The 2011 Omnibus Incentive Plan (the “2011 Plan”) became effective May 3, 2011, after approval by the Company’s stockholders on April 29, 2011.   The objectives of the 2011 Plan are to optimize the profitability and growth of the Company through incentives that are consistent with the Company’s goals and that link the personal interests of participants to those of the Company’s stockholders. The 2011 Plan provides for a committee of the Company’s Board of Directors to award nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, and other awards representing up to 1,930,269 shares of Company stock. Awards may be granted under the 2011 Plan up to ten years following the effective date of the plan.  Each award under the 2011 Plan is governed by the terms of the individual award agreement, which shall specify pricing, term, vesting, and other pertinent provisions. Option awards are generally granted with an exercise price equal to the fair market value of the Company’s stock at the date of grant, generally vest based on five years of continuous service and have seven year contractual terms.  Compensation expense attributable to awards made under the 2011 Plan for the six months ended June 30, 2012 totaled approximately $79,000.

The fair value of each option award is estimated on the date of grant using the Black-Scholes option valuation model.  Expected volatilities are based on implied volatilities from historical volatility of the Company’s stock and other factors. The Company uses historical data to estimate option exercise, employee termination, and expected term of the options within the valuation model. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant.  The fair values of stock options granted during the six months ended June 30, 2012 and the year ended December 31, 2011 were estimated based on the following average assumptions:

	2012			2011
Expected Term (years)		7			7
Annual Dividend Rate		0.00	%		0.00	%
Risk Free Interest Rate		1.58	%		1.74	%
Volatility		52.92	%		50.77	%
Expected forfeiture rate		4.00	%		4.00	%

17

A summary of the activity in the Company’s 2011 Plan for the six months ended June 30, 2012, is presented below:

	Shares Underlying Awards			Weighted Average Exercise Price
Outstanding—January 1, 2012		236,000		$	6.23
Granted		20,000		$	6.71
Forfeited		(52,500	)	$	6.57
Outstanding—June 30, 2012		203,500		$	6.20

The weighted average remaining contractual life of the outstanding options was 6.20 years and the aggregate intrinsic value of the options was approximately $388,000 at June 30, 2012. The weighted-average grant-date fair value of options granted during 2012 was $3.64.  None of the outstanding options are vested.

As of June 30, 2012, there was $569,000 of total unrecognized compensation costs related to nonvested share-based compensation arrangements under the 2011 Plan.  The cost is expected to be recognized over a weighted-average period of 4.2 years.

7.         EARNINGS PER SHARE

Basic earnings per share is computed by dividing reported earnings available to common stockholders by the weighted average number of common shares outstanding. Diluted earnings per share is computed by dividing reported earnings available to common stockholders by the weighted average number of common shares outstanding after consideration of the dilutive effect, if any, of the Company’s outstanding common stock options and warrants using the treasury stock method.

	Three Months Ended June 30,				Six Months Ended June 30,
	2012		2011		2012		2011
Basic weighted average shares outstanding		19,302,603		11,034,208		19,302,603		6,029,586
Effect of dilutive securities		1,250,118		567,949		1,137,339		296,458
Diluted weighted average shares outstanding		20,552,721		11,602,157		20,439,942		6,326,044

8.         FAIR VALUE MEASUREMENTS

ASC 820, Fair Value Measurement, provides a framework for measuring fair value and defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:

Level 1	Unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.
Level 2	Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data at the measurement date for substantially the full term of the assets or liabilities.
Level 3	Unobservable inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date.

Financial instruments are broken down by recurring or nonrecurring measurement status. Recurring assets are initially measured at fair value and are required to be remeasured at fair value in the financial statements at each reporting date. Assets measured on a nonrecurring basis are assets that, due to an event or circumstance, were required to be remeasured at fair value after initial recognition in the financial statements at some time during the reporting period.

18

The following is a description of inputs and valuation methodologies used for assets recorded at fair value on a recurring basis and recognized in the accompanying statements of financial condition at June 30, 2012 and December 31, 2011, as well as the general classification of such assets pursuant to the valuation hierarchy.

Securities Available for Sale

Investment securities available for sale are recorded at fair value on a recurring basis. The fair values used by the Company are obtained from an independent pricing service, which represent either quoted market prices for the identical asset or fair values determined by pricing models, or other model-based valuation techniques, that consider observable market data, such as interest rate volatilities, London Interbank Offered Rate (“LIBOR”) yield curve, credit spreads and prices from market makers and live trading systems. Recurring Level 2 securities include U.S. government sponsored agency securities, corporate debt securities, and municipal bonds. Inputs used for valuing Level 2 securities include observable data that may include dealer quotes, benchmark yields, market spreads, live trading levels and market consensus prepayment speeds, among other things. Additional inputs include indicative values derived from the independent pricing service’s proprietary computerized models. No securities were included in the Recurring Level 3 category at or for the periods ended June 30, 2012 or December 31, 2011.

The following table presents major categories of assets measured at fair value on a recurring basis as of June 30, 2012 and December 31, 2011 (in thousands):

	Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
June 30, 2012
Available for sale investment securities:
Municipal securities	$	42,930	$	--	$	42,930	$	--
Corporate debt securities		6,907		--		6,907		--
U.S. Government sponsored agency securities		6,002		--		6,002		--
Total	$	55,839	$	--	$	55,839	$	--
December 31, 2011
Available for sale investment securities:
Municipal securities	$	36,613	$	--	$	36,613	$	--
Corporate debt securities		5,810		--		5,810		--
U.S. Government sponsored agency securities		19,654		--		19,654		--
Total	$	62,077	$	--	$	62,077	$	--

The following is a description of valuation methodologies used for significant assets measured at fair value on a nonrecurring basis.

Impaired Loans Receivable

Loans which meet certain criteria are evaluated individually for impairment. A loan is considered impaired when, based upon current information and events, it is probable the Bank will be unable to collect all amounts due, including principal and interest, according to the contractual terms of the note.  Substantially all of the Bank’s impaired loans at June 30, 2012 and December 31, 2011 are secured by real estate.  Impaired loan relationships over $250,000 are individually assessed to determine that the carrying value of the loan is not in excess of the fair value of the collateral, less estimated selling costs. Fair value is estimated primarily through current appraisals or internal valuations.  Appraisals are obtained from licensed third party appraisers and reviewed by a licensed review appraiser employed by the Bank.  Internal valuations are prepared by Bank personnel and reviewed by the Bank’s review appraiser.  Fair values may be adjusted by management to reflect current economic and market conditions and, as such, are classified as Level 3.   Fair value adjustments are made by charge-offs to the allowance for loan and lease losses.

Real Estate Owned, net

REO represents real estate acquired as a result of foreclosure or by deed in lieu of foreclosure and is carried at the lower of cost or fair value less estimated selling costs.  Fair value is estimated through current appraisals, internal valuations, real estate brokers’ opinions or listing prices. Appraisals are obtained from licensed third party appraisers, generally on an annual basis, and reviewed by a licensed review appraiser employed by the Bank.  Internal valuations are prepared by Bank personnel and reviewed by the review appraiser.  Fair values of REO are influenced by management’s marketing strategy, including whether the Bank is willing to hold any given property for the marketing period assumed in the appraisal.  The Bank is currently aggressively marketing certain properties, and as a result, may discount appraised values to account for shorter marketing times. As estimated fair values may be adjusted by management to reflect current economic and market conditions, such fair values are classified as Level 3.  Fair value adjustments are recorded in earnings during the period such adjustments are made.   REO loss provisions recorded during the six months ended June 30, 2012 and 2011 were $308,000 and $3.0 million, respectively.

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The following table presents major categories of assets measured at fair value on a nonrecurring basis for the six months ended June 30, 2012 and 2011 (in thousands).  The assets disclosed in the following table represent REO properties or collateral-dependent impaired loans that were remeasured at fair value during the period with a resulting valuation adjustment or fair value write-down.

	Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
June 30, 2012
Impaired loans	$	17,580	$	--	$	--	$	17,580
REO, net		6,136		--		--		6,136

June 30, 2011
Impaired loans	$	23,932	$	--	$	--	$	23,932
REO, net		22,669		--		--		22,669

9.         FAIR VALUE OF FINANCIAL INSTRUMENTS

The estimated fair value amounts have been determined by the Company using available market information and appropriate valuation methodologies. However, considerable judgment is required to interpret market data to develop the estimates of fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Company could realize in a current market exchange. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.

The estimated fair values of financial instruments that are reported at amortized cost in the Company’s statement of financial condition, segregated by the level of valuation inputs within the fair value hierarchy used to measure fair value, are as follows (in thousands):

	June 30, 2012				December 31, 2011
	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
FINANCIAL ASSETS:
Level 1 inputs:
Cash and cash equivalents	$	64,940	$	64,940	$	79,799	$	79,799
Level 2 inputs:
Interest-bearing time deposits in banks		27,111		27,924		27,113		27,572
Federal Home Loan Bank stock		578		578		576		576
Loans held for sale		4,417		4,417		3,339		3,339
Cash surrender value of life insurance		22,600		22,600		22,213		22,213
Accrued interest receivable		1,559		1,559		1,516		1,516
Level 3 inputs:
Loans receivable—net		331,354		344,430		331,453		333,006
FINANCIAL LIABILITIES:
Level 2 inputs:
Checking, money market and savings accounts		207,688		207,688		207,015		207,015
Other borrowings		4,323		4,447		6,679		6,889
Accrued interest payable		33		33		54		54
Advance payments by borrowers for taxes and insurance		385		385		816		816
Level 3 inputs:
Certificates of deposit		270,535		274,697		291,566		293,198

For cash and cash equivalents, the carrying amount approximates fair value (level 1).  For Federal Home Loan Bank stock, loans held for sale, cash surrender value of life insurance and accrued interest receivable, the carrying value is a reasonable estimate of fair value, primarily because of the short-term nature of the instruments or, as to Federal Home Loan Bank stock, the ability to sell the stock back to the Federal Home Loan Bank at cost (level 2).  Interest-bearing time deposits in banks were valued using discounted cash flows based on current rates for similar types of deposits (level 2). Fair values of impaired loans are estimated as described in Note 8.  Non-impaired loans were valued using discounted cash flows. The discount rates used to determine the present value of these loans were based on interest rates currently being charged by the Bank on comparable loans (level 3).

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The fair value of checking accounts, savings accounts and money market deposits is the amount payable on demand at the reporting date (level 2). The fair value of fixed-maturity certificates of deposit is estimated using the discount rates currently offered by the Bank for deposits of similar terms (level 3).  The fair value of Federal Home Loan Bank advances is estimated using the rates for advances of similar remaining maturities at the reporting date (level 2). For advance payments by borrowers for taxes and insurance and for accrued interest payable the carrying value is a reasonable estimate of fair value, primarily because of the short-term nature of the instruments (level 2).

The fair value estimates presented herein are based on pertinent information available to management as of June 30, 2012 and December 31, 2011. Although management is not aware of any factors that would significantly affect the estimated fair value amounts, such amounts have not been comprehensively revalued for purposes of these financial statements since the reporting date and, therefore, current estimates of fair value may differ significantly from the amounts presented herein.

10.       REGULATORY MATTERS

The Bank is subject to various regulatory capital requirements administered by the Office of the Comptroller of the Currency (“OCC”), as successor to the Office of Thrift Supervision (“OTS”) (see discussion below regarding “Regulatory Changes”). Failure to meet minimum capital requirements can result in certain mandatory—and possible additional discretionary—actions by regulators that, if undertaken, could have a direct and material effect on the Bank’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank’s assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.   

Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the following table) of tangible capital (as defined) to tangible assets (as defined) and core capital (as defined) to adjusted tangible assets (as defined), and of total risk-based capital (as defined) to risk-weighted assets (as defined).   Tier 1 (core) capital includes common stockholders’ equity less certain other deductions.  Total capital includes Tier 1 capital plus the allowance for loan and lease losses, subject to limitations.

On April 12, 2010, the Company and the Bank each consented to the terms of Cease and Desist Orders issued by the OTS (the “Bank Order” and the “Company Order” and, together, the “Orders”).  The Orders became effective April 14, 2010. The Orders impose certain restrictions on the Company and, to a greater extent, the Bank, including lending and dividend restrictions.  The Orders also require the Company and the Bank to take certain actions, including the submission of capital and business plans to, among other things, preserve and enhance the capital of the Company and the Bank and strengthen and improve the consolidated Company’s operations, earnings and profitability.  The Bank Order specifically requires the Bank to achieve and maintain, by December 31, 2010, a Tier 1 (core) capital ratio of at least 8% and a total risk-based capital ratio of at least 12.0% and maintain these higher ratios for as long as the Bank Order is in effect.

21

The Bank’s actual and required capital amounts (in thousands) and ratios are presented in the following table:

	Actual					For Capital Adequacy Purposes					To be Categorized as Adequately Capitalized Under Prompt Corrective Action Provisions					Required Per Bank Order
	Amount		Ratio			Amount		Ratio			Amount		Ratio			Amount			Ratio
As of June 30, 2012:
Tangible Capital to Tangible Assets	$	67,234		12.12	%	$	8,320		1.50	%		N/A		N/A			N/A			N/A
Core Capital to Adjusted Tangible Assets		67,234		12.12	%		22,188		4.00	%	$	22,188		4.00	%	$	44,375	(1)		8.00	%(1)
Total Capital to Risk-Weighted Assets		71,901		19.93	%		28,862		8.00	%		28,862		8.00	%		43,293	(1)		12.00	%(1)
Tier I Capital to Risk-Weighted Assets		67,234		18.64	%		N/A		N/A			14,431		4.00	%		N/A			N/A

As of December 31, 2011:
Tangible Capital to Tangible Assets	$	64,839	11.22	%	$	8,666	1.50	%		N/A	N/A			N/A		N/A
Core Capital to Adjusted Tangible Assets		64,839	11.22	%		23,111	4.00	%	$	23,111	4.00	%	$	46,221	(1)	8.00	%(1)
Total Capital to Risk-Weighted Assets		69,466	19.62	%		28,319	8.00	%		28,319	8.00	%		42,479	(1)	12.00	%(1)
Tier I Capital to Risk-Weighted Assets		64,839	18.32	%		N/A	N/A			14,160	4.00	%		N/A		N/A

(1) The Bank Order states that no later than December 31, 2010, the Bank shall achieve and maintain a Tier 1 (core) capital ratio of at least 8% and a total risk-based capital ratio of at least 12%.  The required amounts presented reflect these ratios.

Reverse Stock Split. The Company amended its Articles of Incorporation to effect a 1-for-5 reverse split (the “Reverse Split”) of the Company’s issued and outstanding shares of common stock effective May 3, 2011. All periods presented in this Form 10-Q have been retroactively restated to reflect the Reverse Split.

Dividend Restrictions.  The principal source of the Company’s revenue is dividends from the Bank.  The Company’s ability to pay dividends to stockholders depends to a large extent upon the dividends received from the Bank.  On November 19, 2009, the OTS issued written directives which require the Company and the Bank to obtain prior written non-objection of their primary regulator, now the FRB for the Company and the OCC for the Bank, in order to make or declare any dividends or payments on their outstanding securities.  Neither the Company nor the Bank has the present intention to declare any dividends or payments on their outstanding securities.

Regulatory Changes.  Effective July 21, 2011, pursuant to Section 312 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) (i) the regulatory functions and rulemaking authority of the OTS with regard to federally chartered savings and loan associations (including the Bank) were transferred to the OCC and (ii) the regulatory functions and rulemaking authority of the OTS with regard to savings and loan holding companies (including the Company) were transferred to the Board of Governors of the Federal Reserve System (“FRB”).  Beginning on July 21, 2011, the OCC became the primary regulator of the Bank and is vested with authority to enforce the Bank Order.  Also beginning on July 21, 2011, the Company became subject to the regulation of the FRB, which is vested with authority to enforce the Company Order.

Item 2.  Management’s Discussions and Analysis of Financial Condition and Results of Operations.

EXECUTIVE SUMMARY

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 Condensed Consolidated Financial Statements and the accompanying Notes to the Condensed Consolidated Financial Statements and the other sections contained herein.

The Bank is a federally chartered stock savings and loan association that was formed in 1934.  As of June 30, 2012, the Bank conducted business from its main office and fourteen full-service branch offices located in a six county area in Arkansas comprised of Benton and Washington counties in Northwest Arkansas; Carroll, Boone, Marion and Baxter counties in North-central Arkansas; and  a loan production office opened in June 2011 located in Little Rock, Arkansas. The Company also has executive offices at the Bank’s home office and in Little Rock, Arkansas.  In February 2012, the Bank closed three full service branches in Northwest Arkansas. Customers from closed branch locations are being serviced by other Bank branch locations in the area.  As a result, these branch closings are not reported as discontinued operations. The Bank’s primary focus will continue in this six county area as well as the Little Rock and Central Arkansas area. Other markets will also be considered that present opportunities for profitable growth.

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The Bank is a community-oriented financial institution offering a wide range of retail and commercial deposit accounts, including noninterest-bearing and interest-bearing checking, 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. However, the Bank is currently subject to lending restrictions as a result of the provisions of the Bank Order.  Other financial services include automated teller machines; 24-hour telephone banking; online banking, including account access, e-statements, and bill payment; mobile banking; Bounce ProtectionTM overdraft service; debit cards; and safe deposit boxes.

The Company’s net income was $709,000 for the three months ended June 30, 2012, compared to a net loss of $2.2 million for the three months ended June 30, 2011, and $901,000 for the six months ended June 30, 2012, compared to a net loss of $3.7 million for the same period in 2011.  The primary reason for the increase in net income was an increase in the net gains on sales of investment securities of $1.0 million for the three and six month comparative periods and a decrease in net REO expenses of $1.9 million and $3.9 million for the three and six month comparative periods.  In December 2011, the Bank posted write-downs of REO of $11.3 million.  This was a result of management’s evaluation of the overall REO portfolio and based on the decision to more aggressively market certain properties.  A consequence of this write-down was a reduction in the loss provision on REO for the six months ending June 30, 2012, as minimal additional changes to REO values since year end were necessary. The Company’s ability to generate net income has been adversely affected primarily by the Company’s level of nonperforming loans and REO.

The Bank’s greatest challenge in this economic environment is reducing the level of nonperforming assets.  The Bank strives to maintain the quality of its loan portfolio at acceptable levels through sound underwriting procedures, including the use of credit scoring; a thorough loan review function; active collection procedures for delinquent loans; and, in the event of repossession, timely liquidation of real estate and other forms of collateral.   The Bank attempts to work with troubled borrowers to return their loans to performing status where possible. Both the board of directors and senior management place a high priority on reducing our nonperforming assets and managing asset quality.

RECENT DEVELOPMENTS

New Proposed Capital Rules. On June 7, 2012, the Federal Reserve issued proposed rules that would substantially amend the regulatory risk-based capital rules applicable to the Company and the Bank. The FDIC and the OCC subsequently issued these proposed rules on June 12, 2012. The proposed rules implement 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 proposed rules are subject to a comment period running through September 7, 2012.

The proposed rules include new risk-based capital and leverage ratios, which would be phased in from 2013 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 federal bank regulatory agencies also proposed revisions to 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.

Based on our current capital composition and levels, we believe that we would be in compliance with the requirements as set forth in the proposed rules if they were presently in effect. Currently, the Bank is under a Bank Order which specifically requires the Bank to maintain a Tier 1 (core) capital ratio of at least 8% and a total risk-based capital ratio of at least 12.0% and maintain these higher ratios for as long as the Bank Order is in effect.

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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 (“ALLL”)

· Valuation of real estate owned

· Valuation of investment securities

· Valuation of our deferred tax assets

These policies and the judgments, estimates and assumptions are described in greater detail in subsequent sections of this Management’s Discussion and Analysis and in the Notes to the Condensed Consolidated Financial Statements included herein.  We believe that the judgments, estimates and assumptions used in the preparation of our condensed consolidated financial statements are appropriate given the factual circumstances at the time.  However, given the sensitivity of our condensed 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 the loan portfolio, various judgments and assumptions are made.  For example, when assessing 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 the 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, and are 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.

The Company recognizes 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. The Company evaluates its 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.  The Company is required to establish a valuation allowance for deferred tax assets if it is determined, 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, the Company estimates 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 projected operating performance, our actual results and other factors.

ANALYSIS OF RESULTS OF OPERATIONS

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 is affected by the level of nonperforming assets as they provide no interest earnings to the Bank.  The Company's results of operations are also affected by the provision for loan and lease losses and the level of its noninterest income and expenses.  Noninterest income is generated primarily through deposit account fee income, profit on sale of loans, loan fee income, and earnings on life insurance policies. Noninterest expense consists primarily of employee compensation and benefits, office occupancy expense, data processing expense, real estate owned expense, and other operating expense.

Interest Income and Interest Expense

Interest Income.  The decreases in interest income in the three and six month comparative periods ending June 30, 2012 and 2011 were primarily related to decreases in the average balances of and yields earned on loans receivable and investment securities.  The average balance of loans receivable decreased due to repayments, maturities and charge-offs or transfers to real estate owned.  The average balance of investment securities decreased due to sales and calls of investment securities.

24

Interest Expense.   The decrease in interest expense in the three and six month comparative periods ending June 30, 2012 and 2011 was primarily due to decreases in the average balances of deposits and borrowings as well as a decrease in average rates paid on deposits. The decrease in the average rates paid on deposit accounts reflects decreases in market interest rates.

25

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.

	Three Months Ended June 30,
	2012							2011
	Average Balance		Interest		Average Yield/ Cost			Average Balance			Interest		Average Yield/ Cost
	(Dollars in Thousands)
Interest-earning assets:
Loans receivable(1)	$	350,249	$	4,422		5.08	%	$	380,563		$	5,108		5.37	%
Investment securities(2)		59,143		403		2.74			70,956			708		3.99
Other interest-earning assets		90,181		152		0.67			77,457			70		0.36
Total interest-earning assets		499,573		4,977		4.01			528,976			5,886		4.45
Noninterest-earning assets		61,258							73,464
Total assets	$	560,831						$	602,440
Interest-bearing liabilities:
Deposits	$	481,077		1,097		0.92		$	521,629			1,639		1.26
Other borrowings		6,251		30		1.95			14,751			95		2.57
Total interest-bearing liabilities		487,328		1,127		0.93			536,380			1,734		1.29
Noninterest-bearing liabilities		3,750							4,382
Total liabilities		491,078							540,762
Stockholders' equity		69,753							61,678
Total liabilities and stockholders' equity	$	560,831						$	602,440
Net interest income			$	3,850							$	4,152
Net earning assets (interest-bearing liabilities)	$	12,245						$	(7,404	)
Interest rate spread						3.08	%							3.16	%
Net interest margin						3.09	%							3.14	%
Ratio of interest-earning assets to Interest-bearing liabilities						102.51	%							98.62	%

	Six Months Ended June 30,
	2012							2011
	Average Balance		Interest		Average Yield/ Cost			Average Balance			Interest		Average Yield/ Cost
	(Dollars in Thousands)
Interest-earning assets:
Loans receivable(1)	$	354,574	$	9,063		5.14	%		390,169		$	10,506		5.39	%
Investment securities(2)		59,892		850		2.85			77,311			1,628		4.21
Other interest-earning assets		90,714		275		0.61			54,488			84		0.31
Total interest-earning assets		505,180		10,188		4.05			521,968			12,218		4.68
Noninterest-earning assets		60,420							74,507
Total assets	$	565,600							596,475
Interest-bearing liabilities:
Deposits	$	485,735		2,318		0.96			522,531			3,346		1.28
Other borrowings		6,407		63		1.98			20,296			207		2.04
Total interest-bearing liabilities		492,142		2,381		0.97			542,827			3,553		1.31
Noninterest-bearing liabilities		3,978							4,656
Total liabilities		496,120							547,483
Stockholders' equity		69,480							48,992
Total liabilities and stockholders' equity	$	565,600							596,475
Net interest income			$	7,807							$	8,665
Net earning assets (interest-bearing liabilities)	$	13,038							(20,859	)
Interest rate spread						3.08	%							3.37	%
Net interest margin						3.10	%							3.32	%
Ratio of interest-earning assets to interest-bearing liabilities						102.65	%							96.16	%

(1)  Includes nonaccrual loans.

(2)  Includes FHLB of Dallas stock.

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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 regarding changes attributable to (i) changes in volume (changes in average volume multiplied by prior rate); (ii) changes in rate (change 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.

	Three Months Ended June 30,
	2012 vs. 2011
	Increase (Decrease) Due to
	Volume			Rate			Rate/ Volume			Total Increase (Decrease)
	(In Thousands)
Interest income:
Loans receivable	$	(407	)	$	(303	)		$	24	$	(686	)
Investment securities		(118	)		(224	)			37		(305	)
Other interest-earning assets		12			60				10		82
Total interest-earning assets		(513	)		(467	)			71		(909	)
Interest expense:
Deposits		(127	)		(450	)			35		(542	)
Other borrowings		(55	)		(23	)			13		(65	)
Total interest-bearing liabilities		(182	)		(473	)			48		(607	)
Net change in net interest income	$	(331	)	$	6			$	23	$	(302	)

	Six Months Ended June 30,
	2012 vs. 2011
	Increase (Decrease) Due to
	Volume			Rate			Rate/ Volume			Total Increase (Decrease)
	(In Thousands)
Interest income:
Loans receivable	$	(958	)	$	(533	)		$	48	$	(1,443	)
Investment securities		(367	)		(531	)			120		(778	)
Other interest-earning assets		57			80				54		191
Total interest-earning assets		(1,268	)		(984	)			222		(2,030	)
Interest expense:
Deposits		(236	)		(852	)			60		(1,028	)
Other borrowings		(142	)		(7	)			5		(144	)
Total interest-bearing liabilities		(378	)		(859	)			65		(1,172	)
Net change in net interest income	$	(890	)	$	(125	)		$	157	$	(858	)

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CHANGES IN RESULTS OF OPERATIONS

The table below presents a comparison of results of operations for the three months ended June 30, 2012 and 2011 (dollars in thousands except share data).  Specific changes in certain line items are discussed following the table.

	Three Months Ended June 30,
	2012			2011			Dollar Change			Percentage Change
Interest income:
Loans receivable	$	4,422		$	5,108		$	(686	)		(13.4	)%
Investment securities		403			708			(305	)		(43.1	)
Other		152			70			82			117.1
Total interest income		4,977			5,886			(909	)		(15.4	)
Interest expense:
Deposits		1,097			1,639			(542	)		(33.1	)
Other borrowings		30			95			(65	)		(68.4	)
Total interest expense		1,127			1,734			(607	)		(35.0	)
Net interest income before provision for loan losses		3,850			4,152			(302	)		(7.3	)
Provision for loan losses		6			631			(625	)		(99.0	)
Net interest income after provision for loan losses		3,844			3,521			323			9.2
Noninterest income:
Net gain (loss) on sale of investments		542			(439	)		981			223.5
Deposit fee income		977			1,232			(255	)		(20.7	)
Earnings on life insurance		194			188			6			3.2
Gain on sale of loans		220			134			86			64.2
Other		73			142			(69	)		(48.6	)
Total noninterest income		2,006			1,257			749			59.6
Noninterest expenses:
Salaries and employee benefits		2,709			2,939			(230	)		(7.8	)
Net occupancy expense		619			613			6			1.0
Real estate owned, net		(258	)		1,634			(1,892	)		(115.8	)
FDIC insurance premium		291			324			(33	)		(10.2	)
Supervisory assessments		75			95			(20	)		(21.1	)
Data processing		787			381			406			106.6
Professional fees		192			222			(30	)		(13.5	)
Advertising and public relations		69			63			6			9.5
Postage and supplies		160			122			38			31.1
Other		497			606			(109	)		(18.0	)
Total noninterest expenses		5,141			6,999			(1,858	)		(26.5	)
Income (loss) before income taxes		709			(2,221	)		2,930			131.9
Income tax provision		--			--			--			--
Net income (loss)	$	709		$	(2,221	)	$	2,930			131.9
Preferred stock dividends, accretion of discount and gain on redemption of preferred stock		--			(10,724	)		10,724			100.0
Net income available to common stockholders	$	709		$	8,503		$	(7,794	)		(91.7	)%
Basic earnings per share	$	0.04		$	0.77		$	(0.73	)		(95.2	)%
Diluted earnings per share	$	0.03		$	0.73		$	(0.70	)		(95.9	)%
Interest rate spread		3.08	%		3.16	%
Net interest margin		3.09	%		3.14	%
Average full-time equivalents		197			226
Full service offices		15			18

28

The table below presents a comparison of results of operations for the six months ended June 30, 2012 and 2011 (dollars in thousands except share data).  Specific changes in certain line items are discussed following the table.

	Six Months Ended June 30,
	2012			2011			Dollar Change			Percentage Change
Interest income:
Loans receivable	$	9,063		$	10,506		$	(1,443	)		(13.7	)%
Investment securities		850			1,628			(778	)		(47.8	)
Other		275			84			191			227.4
Total interest income		10,188			12,218			(2,030	)		(16.6	)
Interest expense:
Deposits		2,318			3,346			(1,028	)		(30.7	)
Other borrowings		63			207			(144	)		(69.6	)
Total interest expense		2,381			3,553			(1,172	)		(33.0	)
Net interest income before provision for loan losses		7,807			8,665			(858	)		(9.9	)
Provision for loan losses		22			791			(769	)		(97.2	)
Net interest income after provision for loan losses		7,785			7,874			(89	)		(1.1	)
Noninterest income:
Net gain (loss) on sale of investments		542			(439	)		981			223.5
Deposit fee income		2,071			2,345			(274	)		(11.7	)
Earnings on life insurance		387			384			3			0.8
Gain on sale of loans		418			284			134			47.2
Other		274			264			10			3.8
Total noninterest income		3,692			2,838			854			30.1
Noninterest expenses:
Salaries and employee benefits		5,584			5,586			(2	)		--
Net occupancy expense		1,309			1,248			61			4.9
Real estate owned, net		(292	)		3,606			(3,898	)		(108.1	)
FDIC insurance premium		589			757			(168	)		(22.2	)
Supervisory assessments		150			189			(39	)		(20.6	)
Data processing		1,263			741			522			70.4
Professional fees		590			726			(136	)		(18.7	)
Advertising and public relations		139			121			18			14.9
Postage and supplies		292			266			26			9.8
Other		952			1,202			(250	)		(20.8	)
Total noninterest expenses		10,576			14,442			(3,866	)		(26.8	)
Income (loss) before income taxes		901			(3,730	)		4,631			124.2
Income tax provision		--			--			--			--
Net income (loss)	$	901		$	(3,730	)	$	4,631			124.2
Preferred stock dividends,accretion of discount and gain on redemption of preferred stock		--			(10,500	)		10,500			100.0
Net income available to common stockholders	$	901		$	6,770		$	(5,869	)		(86.7	)%
Basic earnings per share	$	0.05		$	1.12		$	(1.07	)		(95.5	)%
Diluted earnings per share	$	0.04		$	1.07		$	(1.03	)		(95.9	)%
Interest rate spread		3.08	%		3.37	%
Net interest margin		3.10	%		3.32	%
Average full-time equivalents		200			228
Full service offices		15			18

29

Provision for Loan Losses

The provision for loan losses includes charges to maintain an ALLL at a level 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 current economic conditions, including unemployment, bankruptcy trends, vacancy rates, and the level and trend of home sales and prices.

The decrease in the provision for loan losses in the three and six month periods ended June 30, 2012 compared to the same periods in 2011 was primarily due to a decrease in the average loan balances and classified loans. The allowance as a percentage of loans receivable was 5.89% at December 31, 2011 compared to 4.93% at June 30, 2012.  The allowance as a percentage of classified loans was 27.77% at December 31, 2011 compared to 45.38% at June 30, 2012. See “Allowance for Loan and Lease Losses” in the “Asset Quality” section.

Noninterest Income

The increase in noninterest income in the three and six month comparative periods ended June 30, 2012 and 2011 was primarily due to increases in gains on sales of investment securities and gains on sales of loans, offset by a decrease in deposit fee income.  The decrease in deposit fee income for the three and six month comparative periods was primarily due to a decrease in insufficient funds fee income resulting from a change in the posting sequence of transactions on checking accounts during the second quarter of 2012.

Noninterest Expense

Salaries and Employee Benefits.  The changes in the composition of this line item are presented below (in thousands):

	Three Months Ended June 30,							Six Months Ended June 30,
	2012		2011		Increase  (Decrease)			2012		2011		Increase (Decrease)
Salaries	$	2,144	$	2,406	$	(262	)	$	4,383	$	4,538	$	(155	)
Payroll taxes		191		210		(19	)		453		405		48
Insurance		118		137		(19	)		239		275		(36	)
Defined benefit plan contribution		172		143		29			344		285		59
Stock compensation		37		--		37			79		--		79
Other		47		43		4			86		83		3
Total	$	2,709	$	2,939	$	(230	)	$	5,584	$	5,586	$	(2	)

Salaries for the three and six month periods ended June 30, 2012, are down compared to the same periods in 2011, primarily attributable to severance expenses related to a reduction in force recorded in the quarter ended June 30, 2011.  The decrease for the six month comparison period was partially offset by an increase in salaries and employee benefits related to hiring key members of management with experience in the lending area as well as adding additional experienced commercial loan officers.

The Bank is a participant in the Pentegra Defined Benefit Plan (the “Pentegra DB Plan”). The Pentegra DB Plan operates as a multiemployer plan for accounting purposes and as a multiple-employer plan under the Employee Retirement Income Security Act of 1974 and the Internal Revenue Code. 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.  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.  After July 1, 2010, the Bank 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 plan liabilities to plan assets on an annual basis.  Based on the level of interest rates and plan assets, the funding shortfall increased, resulting in increased amortization charges effective both July 1, 2010 and July 1, 2011.  The Pentegra DB plan contribution increased in 2012 compared to 2011 primarily due to the increased amortization charges.

30

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

	Three Months Ended June 30,									Six Months Ended June 30,
	2012			2011			Increase (Decrease)			2012			2011			Increase (Decrease)
Loss provisions	$	280		$	1,355		$	(1,075	)	$	308		$	2,999		$	(2,691	)
Net (gain) loss on sales		(726	)		75			(801	)		(792	)		188			(980	)
Rental income		(151	)		(69	)		(82	)		(410	)		(134	)		(276	)
Taxes and insurance		132			105			27			295			261			34
Other		207			168			39			307			292			15
Total	$	(258	)	$	1,634		$	(1,892	)	$	(292	)	$	3,606		$	(3,898	)

The decrease in REO loss provisions in 2012 compared to 2011 was primarily related to the Bank’s comprehensive review of its REO portfolio as of December 31, 2011 and its decision to more aggressively market certain properties, which were written down at that time.  Since the economic recession began in 2008, real estate values in the Bank’s primary market areas have not fully recovered and the Bank continues to have higher levels of foreclosed assets.  Sales of certain types of property, principally undeveloped land and developed residential subdivision lots, have been slow and as a result, management has made a strategic decision to more aggressively market REO, including reductions in the asking price on certain properties.  However, there can be no guarantee that the properties can be sold given the current market environment. The previous carrying values were primarily based on appraisals using marketing periods that exceed the Bank’s more aggressive marketing strategy.  Management reviewed the REO portfolio and individually analyzed the recorded value for many of its foreclosed properties by obtaining new broker pricing opinions or discounting current appraisals or valuations based on the Bank’s recent experience selling or attempting to sell similar properties. The Bank also analyzed sales of REO during 2011 in order to estimate an average loss for each category of REO and applied these average loss percentages to the remainder of the REO portfolio to estimate net realizable values. Carrying values of the Bank’s REO properties were adjusted as necessary based on the new estimated net realizable values as a result of management’s intent to more aggressively market REO properties.  This review resulted in an $11.3 million loss provision during the fourth quarter of 2011. The majority of these write-downs were made in the developed lots and raw land categories, where properties are more speculative in nature and market activity has been slow.

The increase in the net gain on sales of REO properties for the three and six months ended June 30, 2012 compared to the same periods in 2011, was primarily related to the sale of 45 single-family residential properties with a total gain of $636,000 located in the Northwest Arkansas region. These properties were transferred to REO in December 2011 and valued based on updated appraisals. These properties were not additionally written down as part of the comprehensive review of REO in December as the Bank had received current appraisals and the properties were transferred to REO at the end of December.

Real estate owned expenses such as taxes, insurance and maintenance are expected to remain elevated for the foreseeable future.  Future levels of loss provisions and net gains or losses on sales of real estate owned will be dependent on market conditions.

Data Processing.  The increase in data processing expense for the three and six month comparative periods was primarily related to one-time costs of approximately $550,000 for the six months ended June 30, 2012 as a result of the Bank’s conversion of its operational software during the second quarter of 2012.

FDIC Insurance Premium.  The decrease in the Bank’s FDIC insurance premiums for the three and six month comparative periods was due to the FDIC’s change in the deposit insurance assessment base and its change in the rate schedule effective April 1, 2011.  The 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.  The FDIC also adopted a new rate schedule and suspended dividends indefinitely.  In lieu of dividends, the FDIC adopted progressively lower assessment rate schedules that will take effect when the reserve ratio exceeds 1.15 percent, 2 percent and 2.5 percent. 

Other Expenses.  The decrease in other expenses for the three and six month comparative periods was primarily due to a decrease in loan-related collection expenses due to a decrease in nonperforming assets.

Income Taxes.  The Company had no taxable income in 2012 or 2011 and recorded a valuation allowance for the full amount of its net deferred tax asset as of June 30, 2012 and December 31, 2011, respectively.

31

ANALYSIS OF CHANGES IN FINANCIAL CONDITION

Changes in financial condition between June 30, 2012 and December 31, 2011 are presented in the following table (dollars in thousands except share data).  Material changes between periods are discussed in the sections that follow the table.

	June 30, 2012		December 31, 2011		Increase (Decrease)			Percentage Change
ASSETS
Cash and cash equivalents	$	64,940	$	79,799	$	(14,859	)		(18.6	)%
Interest-bearing time deposits in banks		27,111		27,113		(2	)		--
Investment securities available for sale		55,839		62,077		(6,238	)		(10.0	)
Federal Home Loan Bank stock		578		576		2			0.3
Loans receivable, net		331,354		331,453		(99	)		--
Loans held for sale		4,417		3,339		1,078			32.3
Accrued interest receivable		1,559		1,516		43			2.8
Real estate owned, net		25,168		28,113		(2,945	)		(10.5	)
Office properties and equipment, net		20,666		21,441		(775	)		(3.6	)
Cash surrender value of life insurance		22,600		22,213		387			1.7
Prepaid expenses and other assets		1,089		1,406		(317	)		(22.5	)
TOTAL	$	555,321	$	579,046	$	(23,725	)		(4.1	)
LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES:
Deposits	$	478,223	$	498,581	$	(20,358	)		(4.1	)
Other borrowings		4,323		6,679		(2,356	)		(35.3	)
Advance payments by borrowers for taxes and insurance		385		816		(431	)		(52.8	)
Other liabilities		2,801		4,077		(1,276	)		(31.3	)

Total liabilities		485,732			510,153			(24,421	)	(4.8	)
STOCKHOLDERS' EQUITY		69,589			68,893			696		1.0
TOTAL	$	555,321		$	579,046		$	(23,725	)	(4.1	)%
BOOK VALUE PER COMMON SHARE	$	3.61		$	3.57
COMMON EQUITY TO ASSETS		12.5	%		11.9	%
COMMON SHARES OUTSTANDING		19,302,603			19,302,603

32

Loans Receivable.  Changes in loan composition between June 30, 2012 and December 31, 2011 are presented in the following table (dollars in thousands).

	June 30, 2012			December 31, 2011			Increase (Decrease)			% Change
One- to four-family residential	$	161,081		$	183,158		$	(22,077	)		(12.1	)%
Home equity and second mortgage		9,922			12,502			(2,580	)		(20.6	)
Multifamily		13,254			20,476			(7,222	)		(35.3	)
Commercial real estate		116,706			95,920			20,786			21.7
One- to four-family residential construction		2,631			2,391			240			10.0
Other construction and land		22,253			23,443			(1,190	)		(5.1	)
Total mortgage loans		325,847			337,890			(12,043	)		(3.6	)
Commercial		17,531			7,603			9,928			130.6
Automobile		2,168			2,536			(368	)		(14.5	)
Other		4,470			5,479			(1,009	)		(18.4	)
Total consumer		6,638			8,015			(1,377	)		(17.2	)
Total loans receivable		350,016			353,508			(3,492	)		(1.0	)
Undisbursed loan funds		(1,157	)		(822	)		(335	)		40.8
Unearned discounts and net deferred loan costs (fees)		(241	)		(415	)		174			(41.9	)
Allowance for loan and lease losses		(17,264	)		(20,818	)		3,554			(17.1	)
Loans receivable, net	$	331,354		$	331,453		$	(99	)		--	%

The decrease in the Bank’s overall loan portfolio was primarily due to repayments and transfers of nonperforming loans to REO, partially offset by loan originations. The increases in commercial real estate loans and commercial loans were primarily attributable to loan originations in the first six months of 2012 with committed principal balances totaling $31.1 million and $14.1 million, respectively.  The outstanding principal balances of commercial real estate loans and commercial loans originated in 2012 as of June 30, 2012 were $30.3 million and $9.2 million, respectively.

33

Asset Quality.  The following table sets forth the amounts and categories of the Bank's nonperforming assets at the dates indicated.

	June 30, 2012					December 31, 2011					Increase
	Net (2)		% Assets			Net (2)		% Assets			(Decrease)
Nonaccrual Loans:
One- to four-family residential	$	7,039		1.27	%	$	11,736		2.03	%	$	(4,697	)
Home equity and second mortgage		588		0.11	%		764		0.13	%		(176	)
Multifamily residential		279		0.05	%		4,645		0.80	%		(4,366	)
Commercial real estate		8,427		1.52	%		13,238		2.29	%		(4,811	)
Other construction and land		5,125		0.92	%		3,401		0.59	%		1,724
Commercial		402		0.07	%		72		0.01	%		330
Consumer		83		0.01	%		98		0.01	%		(15	)
Total nonaccrual loans		21,943		3.95	%		33,954		5.86	%		(12,011	)
Accruing loans 90 days or more past due		--		--			388		0.07	%		(388	)
Real estate owned		25,168		4.53	%		28,113		4.86	%		(2,945	)
Total nonperforming assets		47,111		8.48	%		62,455		10.79	%		(15,344	)
Performing restructured loans		5,897		1.06	%		5,207		0.90	%		690
Total nonperforming assets and performing restructured loans (1)	$	53,008		9.54	%	$	67,662		11.69	%	$	(14,654	)

(1) The table does not include substandard loans which were judged not to be impaired totaling $10.2 million and $36.1 million at June 30, 2012 and December 31, 2011, respectively.

(2) Loan balances are presented net of undisbursed loan funds, partial charge-offs and interest payments recorded as reductions in principal balances for financial reporting purposes.

The decrease in nonaccrual loans from $34.0 million at December 31, 2011 to $21.9 million at June 30, 2012 was primarily related to decreases in single family residential loans, multifamily residential loans and commercial real estate loans. The decrease in nonaccrual multifamily residential loans was primarily due to two loans that were settled during the first quarter totaling $4.4 million. The decrease in nonaccrual commercial real estate loans was primarily related to one loan of $3.5 million that was transferred to REO in the first quarter of 2012.  At June 30, 2012, there were 119 loans on nonaccrual status, compared to 158 loans at December 31, 2011.

Nonaccrual Loans. The composition of nonaccrual loans by status was as follows as of the dates indicated (dollars in thousands):

	June 30, 2012					December 31, 2011					Increase (Decrease)
	Balance		Percentage of Total			Balance		Percentage of Total			Balance			Percentage of Total
Bankruptcy or foreclosure	$	4,390		20.0	%	$	7,118		21.0	%	$	(2,728	)		(1.0	)%
Over 90 days past due		7,699		35.1			5,106		15.0			2,593			20.1
30-89 days past due		1,875		8.5			1,560		4.6			315			3.9
Not past due		7,979		36.4			20,170		59.4			(12,191	)		(23.0	)
	$	21,943		100.0	%	$	33,954		100.0	%	$	(12,011	)		--

The table below reflects the payment terms for nonaccrual loans that were not past due as of the periods indicated (dollars in thousands):

	June 30, 2012					December 31, 2011					Increase (Decrease)
	Balance		Percentage of Total			Balance		Percentage of Total			Balance			Percentage of Total
Principal and interest	$	7,979		100.0	%	$	14,635		72.6	%	$	(6,656	)		27.4	%
Interest only		--		--			4,473		22.2			(4,473	)		(22.2	)
Term due		--		--			1,062		5.2			(1,062	)		(5.2	)
	$	7,979		100.0	%	$	20,170		100.0	%	$	(12,191	)		--

34

Nonaccrual loans by category and region at June 30, 2012 and December 31, 2011 are listed in the table below (dollars in thousands). The Northwest Arkansas region is comprised of Benton and Washington counties and the North Arkansas Region is comprised of Carroll, Boone, Marion and Baxter counties.

	Northwest Arkansas Region					North Arkansas Region					Total
June 30, 2012	Balance		Percentage of Total			Balance		Percentage of Total			Balance		Percentage of Total
One- to four-family residential	$	5,877		26.8	%	$	1,162		5.3	%	$	7,039		32.1	%
Home equity		475		2.2			113		0.5			588		2.7
Multifamily residential		279		1.3			--		--			279		1.3
Commercial real estate		7,498		34.2			929		4.2			8,427		38.4
Other construction and land		4,814		21.9			311		1.4			5,125		23.3
Commercial		402		1.8			--		--			402		1.8
Consumer		3		--			80		0.4			83		0.4
	$	19,348		88.2	%	$	2,595		11.8	%	$	21,943		100.0	%

	Northwest Arkansas Region					North Arkansas Region					Total
December 31, 2011	Balance		Percentage of Total			Balance		Percentage of Total			Balance		Percentage of Total
One- to four-family residential	$	8,685		25.6	%	$	3,051		9.0	%	$	11,736		34.6	%
Home equity		550		1.6			214		0.6			764		2.2
Multifamily residential		4,645		13.7			--		--			4,645		13.7
Commercial real estate		13,021		38.3			217		0.6			13,238		38.9
Other construction and land		3,382		9.9			19		0.1			3,401		10.0
Commercial		--		--			72		0.2			72		0.2
Consumer		88		0.3			10		0.1			98		0.4
	$	30,371		89.4	%	$	3,583		10.6	%	$	33,954		100.0	%

The following table presents nonaccrual loan activity for the six months ended June 30, 2012 (in thousands):

	Six Months Ended June 30, 2012
Balance of nonaccrual loans—January 1, 2012	$	33,954
Loans added to nonaccrual status		7,717
Net cash payments		(5,948	)
Loans returned to accrual status		(4,801	)
Charge-offs to the ALLL		(3,478	)
Transfers to REO		(5,501	)
Balance of nonaccrual loans—June 30, 2012	$	21,943

35

Real Estate Owned.  The following table sets forth the amounts and categories of the Bank’s real estate owned by region at June 30, 2012 and December 31, 2011 (dollars in thousands).

	Northwest Arkansas Region					North Arkansas Region					Total
June 30, 2012	Balance		Percentage of Total			Balance		Percentage of Total			Balance		Percentage of Total
One- to four-family residential	$	4,586		18.2	%	$	2,193		8.7	%	$	6,779		26.9	%
Multifamily residential		704		2.8			--		--			704		2.8
Developed lots		3,837		15.3			29		0.1			3,866		15.4
Raw land		5,018		19.9			34		0.2			5,052		20.1
Commercial real estate		6,375		25.3			2,392		9.5			8,767		34.8
	$	20,520		81.5	%	$	4,648		18.5	%	$	25,168		100.0	%

	Northwest Arkansas Region					North Arkansas Region					Total
December 31, 2011	Balance		Percentage of Total			Balance		Percentage of Total			Balance		Percentage of Total
One- to four-family residential	$	7,337		26.1	%	$	2,234		7.9	%	$	9,571		34.0	%
Speculative construction		160		0.6			--		--			160		0.6
Multifamily residential		718		2.6			--		--			718		2.6
Developed lots		4,835		17.2			23		0.1			4,858		17.3
Raw land		5,240		18.6			261		0.9			5,501		19.5
Commercial real estate		4,703		16.7			2,602		9.3			7,305		26.0
	$	22,993		81.8	%	$	5,120		18.2	%	$	28,113		100.0	%

Changes in the composition of real estate owned between June30, 2012 and December 31, 2011 are presented in the following table (dollars in thousands).

	December 31, 2011		Additions		Fair Value Adjustments			Net Sales Proceeds(1)			Net Gain (Loss)		June30, 2012
One- to four-family residential	$	9,571	$	2,797	$	(74	)	$	(6,153	)	$	638	$	6,779
Speculative one- to four-family		160		--		--			(160	)		--		--
Multifamily		718		--		(14	)		--			--		704
Land		10,214		25		(64	)		(1,316	)		59		8,918
Commercial real estate		7,450		2,276		(156	)		(901	)		98		8,767
Total	$	28,113	$	5,098	$	(308	)	$	(8,530	)	$	795	$	25,168

(1) Net sales proceeds include $953,000 of loans made by the Bank to finance certain sales of real estate owned.

36

Classified Assets.  Federal regulations require that each insured savings association risk rate its assets on a regular basis into three classification categories - substandard, doubtful and loss.  Substandard assets have one or more defined weaknesses and are characterized by the distinct possibility that some loss will be sustained if the deficiencies are not corrected.  Doubtful assets have the weaknesses of substandard assets with the additional characteristic that the weaknesses make collection or liquidation in full on the basis of currently existing facts, conditions and values questionable, and there is a high possibility of loss.  An asset classified loss is generally considered uncollectible and of such little value that continuance as an asset is not warranted.  The table below summarizes the Bank’s classified assets as of the dates indicated (in thousands):

	June 30, 2012			December 31, 2011			June 30, 2011
Nonaccrual loans	$	21,943		$	33,954		$	49,005
Accruing classified loans		16,098			41,016			45,739
Classified loans		38,041			74,970			94,744
Real estate owned		25,168			28,113			39,973
Total classified assets	$	63,209		$	103,083		$	134,717
Texas Ratio (1)		55.8	%		72.5	%		86.7	%
Classified Assets Ratio (2)		74.8	%		120.4	%		131.3	%

(1) Defined as the ratio of nonaccrual loans and real estate owned to Tier 1 capital plus the allowance for loan and lease losses.

(2) Defined as the ratio of classified assets to Tier 1 capital plus the allowance for loan and lease losses.

Allowance for Loan and Lease Losses.   The Bank maintains an allowance for loan and lease losses for known and inherent losses in the loan portfolio based on ongoing quarterly assessments of the loan portfolio.  The estimated appropriate level of the allowance for loan and lease losses is maintained through a provision for loan losses charged to earnings. Charge-offs are recorded against the allowance when management believes the estimated loss has been confirmed. Subsequent recoveries, if any, are credited to the allowance.

The allowance consists of general and allocated (also referred to as specific) loan loss components.  For loans that are determined to be impaired and the relationship totals $250,000 or more, a specific loan loss allowance is established when the discounted cash flows or collateral value of the impaired loan is lower than its carrying value. The general loan loss allowance covers loans that are not impaired and those impaired relationships under $250,000 and is based on historical loss experience adjusted for qualitative factors.

The allowance for loan and lease losses represents management’s estimate of incurred credit losses inherent in the Bank’s loan portfolio as of the balance sheet date.  The estimation of the allowance is based on a variety of factors, including past loan loss experience, the current credit profile of the Bank’s borrowers, adverse situations that have occurred that may affect the borrowers’ ability to repay, the estimated value of underlying collateral, and general economic conditions, including unemployment, bankruptcy trends, vacancy rates and the level and trend of home sales and prices.  Losses are recognized when available information indicates that it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available or conditions change.

A loan is considered impaired when, based on current information and events, it is probable that the Bank will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the note. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the short fall in relation to the principal and interest owed. Impairment is measured on a loan by loan basis for loans where the aggregate relationship balance exceeds $250,000 by either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price, or the fair value of the collateral if the loan is collateral dependent.  Impaired loans under this threshold are aggregated and included in loan pools with their ALLL calculated as described in the following paragraph.  Multifamily residential, commercial real estate, other construction and land, and commercial loans that are delinquent or where the borrower’s total loan relationship exceeds $250,000 are evaluated for impairment on a loan-by-loan basis at least annually.  Nonaccrual loans and troubled debt restructurings (“TDRs”) are also considered to be impaired loans. TDRs are restructurings in which the Bank, for economic or legal reasons related to the debtor’s financial difficulties, grants a concession to the debtor that the Bank would not otherwise consider.

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Groups of smaller balance homogeneous loans are collectively evaluated for impairment. Accordingly, the Bank does not separately identify individual consumer and residential loans which are not on nonaccrual status or TDRs for impairment disclosures.  Homogeneous loans are those that are considered to have common characteristics that provide for evaluation on an aggregate or pool basis. The Bank considers the characteristics of (1) one- to four-family residential mortgage loans; (2) unsecured consumer loans; and (3) collateralized consumer loans to permit consideration of the appropriateness of the allowance for losses of each group of loans on a pool basis. The primary methodology used to determine the appropriateness of the allowance for losses includes segregating certain specific, poorly performing loans based on their performance characteristics from the pools of loans as to type, valuing these loans, and then applying a loss factor to the remaining pool balance based on several factors including past loss experience, inherent risks, and economic conditions in the primary market areas.

In estimating the amount of credit losses inherent in the 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.  For impaired loans that are collateral dependent, the estimated fair value of the collateral may deviate significantly from the proceeds received when the collateral is sold in the event that the Bank has to foreclose or repossess the collateral.

The Company considers its allowance for loan and lease losses of approximately $17.3 million to be adequate to cover losses inherent in its loan portfolio as of June 30, 2012.  Actual losses may substantially differ from currently estimated losses.  Adequacy of the allowance for loan and lease losses is periodically evaluated, and the allowance could be significantly decreased or increased, which could materially affect the Company’s financial condition and results of operations.

The composition of the allowance for loan and lease losses by component and category as of June 30, 2012 and December 31, 2011 is presented below (dollars in thousands):

	June 30, 2012						December 31, 2011
	Specific Loss Allowance		General Loss Allowance		Total		Specific Loss Allowance		General Loss Allowance		Total
One- to four-family residential	$	204	$	5,842	$	6,046	$	305	$	6,001	$	6,306
Home equity and second mortgage		137		450		587		81		612		693
Multifamily residential		--		886		886		703		1,951		2,654
Commercial real estate		884		6,804		7,688		1,879		5,437		7,316
One- to four-family construction		--		97		97		--		84		84
Other construction and land		323		1,164		1,487		280		2,287		2,567
Commercial loans		--		313		313		--		972		972
Consumer loans		--		160		160		45		181		226
Total	$	1,548	$	15,716	$	17,264	$	3,293	$	17,525	$	20,818

Investment Securities Available for Sale.  The following table sets forth the carrying values of the Company's investment securities available for sale (dollars in thousands).

	June 30, 2012		December 31, 2011		Increase (Decrease)
Municipal securities	$	42,930	$	36,613	$	6,317
Corporate debt securities		6,907		5,810		1,097
U.S. Government sponsored agency securities		6,002		19,654		(13,652	)
Total	$	55,839	$	62,077	$	(6,238	)

Municipal securities and corporate debt securities increased due to purchases. U.S. Government sponsored agency securities decreased due to calls.  The overall yield of the investment portfolio was 2.82% as of June 30, 2012 compared to 3.12% at December 31, 2011.

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Deposits.  Changes in the composition of deposits between June 30, 2012 and December 31, 2011 are presented in the following table (dollars in thousands).

	June 30, 2012		December 31, 2011		Increase (Decrease)			% Change
Checking accounts	$	134,110	$	137,078	$	(2,968	)		(2.2	)%
Money market accounts		42,996		42,033		963			2.3
Savings accounts		30,582		27,904		2,678			9.6
Certificates of deposit		270,535		291,566		(21,031	)		(7.2	)
Total deposits	$	478,223	$	498,581	$	(20,358	)		(4.1	)%

Certificates of deposit continue to comprise the majority of the Bank’s deposit accounts.  However, increased emphasis has been placed on growth in checking accounts.   The Bank focuses its marketing efforts to increase checking accounts by offering checking products to customers with attractive features including competitive interest rates, electronic banking services such as debit cards, online banking with bill pay, mobile banking, e-statements, ID theft protection and shopping, dining and travel discounts. Checking accounts are an attractive source of funds for the Bank as they provide  overall low-interest deposits, fee income potential, and the opportunity to cross-sell other financial services.

Deposits decreased in the comparison period primarily due to a decrease in certificates of deposit.  The Bank reduced the cost of its certificate of deposit accounts with the weighted average cost of such funds decreasing from 1.71% at December 31, 2011 to 1.44% at June 30, 2012.  The overall cost of all deposit funds decreased from 1.09% at December 31, 2011 to 0.90% at June 30, 2012. Funds generated from loan repayments and calls of investment securities were used to pay deposit withdrawals.

Other Liabilities.  The decrease in other liabilities of $1.3 million or 31.3% between June 30, 2012 and December 31, 2011 was primarily due to an decrease of $1.3 million in investment securities traded but not yet settled at June 30, 2012 compared to December 31, 2011.

Stockholders' Equity.  Stockholders' equity increased approximately $696,000 from December 31, 2011 to June 30, 2012, primarily due to the net income of $901,000 for the six months ended June 30, 2012.  See the unaudited condensed consolidated statements of stockholders’ equity for the period ended June 30, 2012 contained herein for more detail.

OFF-BALANCE SHEET ARRANGEMENTS AND COMMITMENTS

In the normal course of business, the Bank is a party to financial instruments with off-balance sheet risk to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. Those instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized in the consolidated statements of financial condition.

The Bank does not use financial instruments with off-balance sheet risk as part of its asset/liability management program or for trading purposes. The Bank’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit is represented by the contractual amounts of those instruments. The Bank uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments.

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses. The Bank evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Bank upon extension of credit, is based on management’s credit evaluation of the counterparty. Standby letters of credit are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers.

In the normal course of business, the Company makes commitments to buy or sell assets or to incur or fund liabilities. Commitments include, but are not limited to:

§ the origination, purchase or sale of loans;

§ the fulfillment of commitments under letters of credit, extensions of credit on home equity lines of credit, construction loans, and under predetermined overdraft protection limits; and

§ the commitment to fund withdrawals of certificates of deposit at maturity.

The funding period for construction loans is generally six to eighteen months and commitments to originate mortgage loans are generally outstanding for 60 days or less.

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At June 30, 2012, the Bank’s off-balance sheet arrangements principally included lending commitments, which are described below. At June 30, 2012, the Company had no interests in non-consolidated special purpose entities.

At June 30, 2012, commitments included:

§ total approved loan origination commitments outstanding amounting to $6.9 million, including approximately $1.5 million of loans committed to sell;

§ rate lock agreements with customers of $6.3 million, all of which have been locked with an investor;

§ funded mortgage loans committed to sell of $4.4 million;

§ unadvanced portion of construction loans of $1.2 million;

§ unused lines of credit of $17.9 million;

§ outstanding standby letters of credit of $1.9 million;

§ total predetermined overdraft protection limits of $10.3 million; and

§ certificates of deposit scheduled to mature in one year or less totaling $155.5 million.

Total unfunded commitments to originate loans for sale and the related commitments to sell of $6.3 million meet the definition of a derivative financial instrument. The related asset and liability are considered immaterial at June 30, 2012.

Historically, a very small percentage of predetermined overdraft limits have been used. At June 30, 2012, overdrafts of accounts with Bounce Protectionä represented usage of 2.13% of the limit.

In light of the Company’s efforts to proactively and effectively manage its level of assets and liabilities and as a result of the current interest rate environment, management cannot estimate the portion of maturing deposits that will remain with the Bank.  Management anticipates that the Bank will continue to have sufficient funds, through its current liquidity position, as well as through loan repayments, deposits and borrowings, to meet our current and future commitments.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity management is both a daily and long-term function. The Bank's liquidity, represented by cash and cash equivalents and eligible investment securities, is a product of its operating, investing and financing activities.  The Bank's primary sources of funds are deposits; borrowings; payments on outstanding loans; maturities, sales and calls of investment securities and other short-term investments; and funds provided from operations.  While scheduled loan amortization and maturing investment securities and short-term investments are relatively predictable sources of funds, deposit flows and loan prepayments are greatly influenced by general interest rates, economic conditions and competition. Calls of investment securities are determined by the issuer and are generally influenced by the level of market interest rates at the bond’s call date compared to the coupon rate of the bond.  The Bank manages the pricing of its deposits to maintain deposit balances at levels commensurate with the operating, investing and financing activities of the Bank.  In addition, the Bank invests excess funds in overnight deposits and other short-term interest-earning assets that provide liquidity to meet lending requirements and pay deposit withdrawals.When funds from the retail deposit market are inadequate for the liquidity needs of the Bank or the pricing of deposits are not as favorable as other sources, the Bank has borrowed from the FHLB of Dallas as well as utilized the services of bulletin board deposit listing services to acquire funds.

The Bank is currently operating under restricted status at the FHLB, whereby the FHLB has custody and endorsement of the loans that collateralize the Bank’s outstanding borrowings with the FHLB.  The FHLB currently allows an aggregate collateral or lendable value on qualifying loans (as defined) of approximately 75% of the outstanding balance of the loans pledged to the FHLB. During the six months ended June 30, 2012, FHLB borrowings decreased by $2.4 million or 35.3%. At June 30, 2012, the Bank’s additional borrowing capacity with FHLB was $52.1 million, comprised of qualifying loans collateralized by first-lien one- to four-family mortgages with a collateral value of $56.4 million less outstanding advances at June 30, 2012 of $4.3 million.  Due to the Bank’s restricted status at the FHLB, the Bank may only borrow short-term FHLB advances with maturities up to thirty days.  Outstanding borrowings with the FHLB are reported as “Other Borrowings” in the Company’s Condensed Consolidated Statements of Financial Condition.

The Bank is currently required to pledge collateral with a value of $16 million to secure account transaction settlements.  The Bank uses qualifying investment securities and qualifying commercial real estate loans as collateral for the discount window and to secure transaction settlements.  This collateral is also available to access the secondary discount window if unencumbered for transaction settlement and when other sources of funding are not available to the Bank. In addition, the Bank is required to maintain an account balance at the FRB to cover charges to the Bank’s transaction account to avoid any daylight overdrafts. The FRB will permit only certain commercial real estate loans to be pledged as collateral for these purposes. The lendable value of commercial real estate of approximately $5.5 million at June 30, 2012 was 57% of the fair market value of the loans as determined by the FRB taking into consideration the rate and duration of the loans pledged.  In addition, at June 30, 2012, the Bank pledged qualifying investment securities with a collateral value of approximately $11.2 million and a carrying value of approximately $12.9 million to secure transaction settlements.

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At June 30, 2012, the Bank had short-term funds availability of approximately $194.4 million or 35.0% of Bank assets consisting of borrowing capacity at the FHLB and the FRB, unpledged investment securities, and overnight funds including the balances maintained at the FRB.  The Bank anticipates it will continue to rely primarily on deposits, calls and maturities of investment securities, loan repayments, and funds provided from operations to provide liquidity.  As necessary, the sources of borrowed funds described above will be used to augment the Bank’s funding sources.

The Bank uses its sources of funds primarily to meet its ongoing commitments, to pay maturing savings certificates and savings withdrawals, to repay maturing borrowings, to fund loan commitments, and to purchase investment securities.

The Bank emphasizes deposit growth and retention throughout its retail branch network to enhance its liquidity position. The Bank is currently subject to the national rate caps as outlined weekly by the FDIC.  These rate restrictions have not had a significant impact on the level of new and existing time deposits.  The Bank has historically paid rates near the middle of the market for regular term certificates of deposits and paid above average rates locally for certificates of deposit with special terms.

The Bank’s liquidity risk management program assesses our current and projected funding needs to ensure that sufficient funds or access to funds exist to meet those needs.  The program also includes effective methods to achieve and maintain sufficient liquidity and to measure and monitor liquidity risk, including the preparation and submission of liquidity reports on a regular basis to the board of directors.  The program also contains a Contingency Funding Plan that forecasts funding needs and funding sources under different stress scenarios.  The Contingency Funding Plan approved by the board of directors is designed to respond to an overall decline in the economic environment, the banking industry or a problem specific to the Bank.  A number of different contingency funding conditions may arise which may result in strains or expectation of strains in the Bank’s normal funding activities including customer reaction  to negative news of the banking industry, in general, or us, specifically.  As a result of negative news, some depositors may reduce the amount of deposits held at the Bank if concerns persist, which could affect the level and composition of the Bank’s deposit portfolio and thereby directly impact the Bank’s liquidity, funding costs and net interest margin. The Bank’s funding costs may also be adversely affected in the event that activities of the FRB and the Treasury to provide liquidity for the banking system and improvement in capital markets are curtailed or are unsuccessful. Such events could reduce liquidity in the markets, thereby increasing funding costs to the Bank or reducing the availability of funds to the Bank to finance its existing operations and thereby adversely affect the Company’s results of operations, financial condition, future prospects, and stock price.

Since the Company is a holding company and does not conduct independent operations, its primary source of liquidity is dividends from the Bank. The Company has no borrowings from outside sources.  The Company and the Bank are currently not permitted to declare or pay dividends or make any other capital distributions without the prior written approval of the FRB and the OCC, respectively, as successors to the OTS.  The Company funds its expenses from cash deposits maintained in the Bank, which amounted to $1.7 million at June 30, 2012.

At June 30, 2012, the Bank's core and risk-based capital ratios amounted to 12.12% and 19.93%, respectively, compared to required core and total risk-based capital ratios of 8% and 12% per the Bank Order.

CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS

This Form 10-Q contains certain forward-looking statements and information relating to the Company that are based on the beliefs of management as well as assumptions made by and information currently available to management.  In addition, in those and other portions of 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, are intended to identify forward-looking statements.  Such statements reflect the current views of the Company with respect to future looking events and are subject to certain risks, uncertainties and assumptions.  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 2012 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.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

For a discussion of the Company’s asset and liability management position as well as the potential impact of interest rate changes upon the market value of the Bank’s net portfolio value of equity, see “Item 7A. Quantitative and Qualitative Disclosures about Market Risk” in the Company’s Annual Report on Form 10-K filed with the SEC on March 29, 2012.  There has been no material change in the Company’s asset and liability position or the Bank’s net portfolio value of equity since December 31, 2011.

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Item 4.  Controls and Procedures.

Our management evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) as of the end of the period covered by this report.  Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are operating effectively.

No change in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the fiscal quarter ended June 30, 2012 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.  However, during the second quarter of 2012, the Company migrated its operational software system. This migration affected the deposit and loan processing functions of the Bank as well as the general ledger system. Extensive data verification processes were performed throughout the Bank leading up to the conversion and post-conversion. In addition, our internal audit department reviewed the financial reporting control activities and narratives for each of the Company’s business cycles that had previously been identified for the Company’s testing of internal control over financial reporting. Each major area of the Company that has a direct impact on the creation of data that is used in the financial reporting process asserted that the conversion did not create material changes in the Company’s system of internal controls over financial reporting.

Part II.  Other Information

Item 1. Legal Proceedings

Neither the Company nor the Bank is a party to or involved in any pending legal proceedings other than non-material legal proceedings occurring in the ordinary course of business.

Item 1A. Risk Factors

There have been no material changes to the risk factors set forth in Part I, Item 1A. of the Company’s Annual Report on Form 10-K filed with the SEC on March 29, 2012.

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

The Company did not repurchase any securities during the second quarter of 2012. The Company Order prohibits the Company from repurchasing shares of its common stock without the prior written non-objection of the OCC, as successor to the OTS.

Item 6. Exhibits

See the Exhibit Index on page 39 of the Quarterly Report on Form 10-Q for exhibits filed with this report.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

FIRST FEDERAL BANCSHARES OF ARKANSAS, INC.

Date:	August 3, 2012	By:	/s/ W. Dabbs Cavin
			W. Dabbs Cavin
			Chief Executive Officer

Date:	August 3, 2012	By:	/s/ Sherri R. Billings
			Sherri R. Billings
			Chief Financial Officer

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First Federal Bancshares of Arkansas, Inc.

Exhibit Index

Exhibit No.	Description
2.1	Plan of Conversion (incorporated herein by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the SEC on July 21, 2011).
3.1	Articles of Incorporation of First Federal Bancshares of Arkansas, Inc. (incorporated herein by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the SEC on July 21, 2011).
3.2	Bylaws of First Federal Bancshares of Arkansas, Inc. (incorporated herein by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K filed with the SEC on July 21, 2011).
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Section 906 Certification of the CEO
32.2	Section 906 Certification of the CFO
101.INS	XBRL Instance Document (1)
101.SCH	XBRL Taxonomy Extension Schema (1)
101.CAL	XBRL Taxonomy Extension Calculation Linkbase (1)
101.LAB	XBRL Taxonomy Extension Label Linkbase (1)
101.PRE	XBRL Taxonomy Extension Presentation Linkbase (1)
101.DEF	XBRL Taxonomy Extension Definition Linkbase (1)

(1)  Pursuant to Rule 406T of Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, or section 34(b) of the Investment Company Act of 1940, as amended, and otherwise is not subject to liability under these sections.