1 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 March 31, 1998 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________ to ____________ Commission File Number 0-28312 FIRST FEDERAL BANCSHARES OF ARKANSAS, INC. (Exact name of registrant as specified in its charter) Texas 71-0785261 (State or other jurisdiction of incorporation or (I.R.S. Employer organization) Identification Number) 200 West Stephenson Harrison, Arkansas 72601 (Address of principal executive office) (Zip Code) (870) 741-7641 (Registrant's telephone number, including area code) 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 Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: As of May 11, 1998, there were issued and outstanding 4,896,063 shares of the Registrant's Common Stock, par value $.01 per share. 2 FIRST FEDERAL BANCSHARES OF ARKANSAS, INC. TABLE OF CONTENTS PAGE PART I. FINANCIAL INFORMATION Item 1. Consolidated Financial Statements Consolidated Statements of Financial Condition (As of March 31, 1998 (unaudited) and December 31, 1997) 1 Consolidated Statements of Income and Comprehensive Income for the three months ended March 31, 1998 (unaudited) and 1997 (unaudited) 2 Consolidated Statement of Stockholders' Equity for the three months ended March 31, 1998 (unaudited) 3 Consolidated Statements of Cash Flows for the three months ended March 31, 1998 (unaudited) and 1997 (unaudited) 4 Notes to Unaudited Consolidated Financial Statements 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9 Item 3. Quantitative and Qualitative Disclosures about Market Risk 12 PART II. OTHER INFORMATION Item 1. Legal Proceedings 13 Item 2. Changes in Securities 13 Item 3. Defaults Upon Senior Securities 13 Item 4. Submission of Matters to a Vote of Security Holders 13 Item 5. Other Information 13 Item 6. Exhibits and Reports on Form 8-K 13 SIGNATURES 14 3 FIRST FEDERAL BANCSHARES OF ARKANSAS, INC. CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (In Thousands) March 31, December 31, 1998 1997 ----------- ------------ ASSETS (Unaudited) Cash and cash equivalents $11,398 $6,627 Investment securities - held to maturity 103,574 95,533 Federal Home Loan Bank stock 3,743 3,603 Loans receivable, net 438,335 433,942 Accrued interest receivable 4,109 4,134 Real estate acquired in settlement of loans, net 3,443 195 Office properties and equipment, net 5,174 5,218 Prepaid expenses and other assets 624 355 ----------- ------------ TOTAL ASSETS $570,400 $549,607 =========== ============ LIABILITIES AND STOCKHOLDERS' EQUITY LIABILITIES: Deposits $462,340 $450,874 Federal Home Loan Bank advances 19,994 11,997 Advance payments by borrowers for taxes and insurance 438 900 Other liabilities 3,401 2,952 ----------- ------------ Total liabilities 486,173 466,723 ----------- ------------ STOCKHOLDERS' EQUITY: Preferred stock, no par value, 5,000,000 shares authorized, none issued Common stock, $.01 par value, 20,000,000 shares authorized, 5,153,751 shares issued, 4,896,063 shares outstanding 52 52 Additional paid-in capital 50,210 50,237 Employee stock benefit plans (5,914) (6,207) Retained earnings-substantially restricted 44,059 42,982 ----------- ------------ 88,407 87,064 Treasury stock, at cost, 257,688 shares (4,180) (4,180) ----------- ------------ Total stockholders' equity 84,227 82,884 ----------- ------------ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $570,400 $549,607 =========== ============ See notes to unaudited consolidated financial statements. 1 4 FIRST FEDERAL BANCSHARES OF ARKANSAS, INC. CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (In Thousands) (Unaudited) Three Months Ended March 31, ---------------------- 1998 1997 --------- --------- INTEREST INCOME: Loans receivable $8,843 $8,220 Investment securities 1,735 1,552 Other 50 43 --------- --------- Total interest income 10,628 9,715 --------- --------- INTEREST EXPENSE: Deposits 5,908 5,560 Other borrowings 270 13 --------- --------- Total interest expense 6,178 5,573 --------- --------- NET INTEREST INCOME 4,450 4,142 PROVISION FOR LOAN LOSSES 15 -- --------- --------- NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 4,435 4,142 --------- --------- NONINTEREST INCOME: Deposit fee income 198 190 Other 260 128 --------- --------- Total noninterest income 458 318 --------- --------- NONINTEREST EXPENSES: Salaries and employee benefits 1,647 1,265 Net occupancy expense 206 188 Federal insurance premiums 70 68 Data processing 229 205 Postage and supplies 97 88 Other 414 298 --------- --------- Total noninterest expenses 2,663 2,112 --------- --------- INCOME BEFORE INCOME TAXES 2,230 2,348 INCOME TAX PROVISION 810 838 --------- --------- NET INCOME 1,420 1,510 OTHER COMPREHENSIVE INCOME, NET OF TAX: Unrealized holding gain on securities arising during period -- 12 --------- --------- COMPREHENSIVE INCOME $1,420 $1,522 ========= ========= EARNINGS PER SHARE: Basic $ 0.31 $ 0.33 ========= ========= Diluted $ 0.30 $ 0.33 ========= ========= See notes to unaudited consolidated financial statements. 2 5 FIRST FEDERAL BANCSHARES OF ARKANSAS, INC. CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY FOR THE THREE MONTHS ENDED MARCH 31, 1998 (In Thousands) (Unaudited) Employee Additional Stock Common Paid-In Benefit Retained Treasury Stock Capital Plans Earnings Stock Total ------- ---------- -------- -------- -------- -------- Balance, December 31, 1997 $52 $50,237 $(6,207) $42,982 $(4,180) $82,884 Net income 1,420 1,420 Repayment of ESOP loan 156 104 260 Common stock acquired for employee stock benefit plan (183) (183) Stock compensation expense 189 189 Dividends paid (343) (343) ------- ---------- -------- -------- -------- -------- Balance, March 31, 1998 $52 $50,210 $(5,914) $44,059 $(4,180) $84,227 ======= ========== ======== ======== ======== ======== See notes to unaudited consolidated financial statements. 3 6 FIRST FEDERAL BANCSHARES OF ARKANSAS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands) (Unaudited) Three Months Ended March 31, ----------------------------- 1998 1997 ------- ------- OPERATING ACTIVITIES: Net income $1,420 $1,510 Adjustments to reconcile net income to net cash provided by operating activities: Provision for loan losses 15 -- Deferred tax provision 13 16 Loss on sale of real estate owned 39 -- Gain on sale of mortgage loans originated to sell (42) -- Depreciation 125 112 Accretion of deferred loan fees (192) (143) Repayment of ESOP loan 260 186 Stock compensation expense 189 -- Changes in operating assets & liabilities: Accrued interest receivable 25 (113) Prepaid expenses & other assets (269) 111 Other liabilities 1,245 934 -------------- -------------- Net cash provided by operating activities 2,828 2,613 -------------- -------------- INVESTING ACTIVITIES: Purchases of investment securities-held to maturity (24,937) (3,419) Proceeds from maturities of investment securities-held to maturity 16,755 2,009 Loan originations, net of repayments (10,517) (7,167) Proceeds from sales of mortgage loans originated to sell 2,988 -- Proceeds from sales of real estate owned 69 -- Purchases of office properties and equipment (81) (1,574) -------------- -------------- Net cash used by investing activities (15,723) (10,151) -------------- -------------- (Continued) 4 7 FIRST FEDERAL BANCSHARES OF ARKANSAS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands) (Unaudited) Three Months Ended March 31, ----------------------------- 1998 1997 --------- --------- FINANCING ACTIVITIES: Net increase in deposits 11,466 8,554 Advances from FHLB 7,997 3,000 Net increase (decrease) in advance payments by borrowers for taxes & insurance (462) 75 Common stock acquired for employee stock benefit plan (992) -- Dividends paid (343) (245) --------- -------- Net cash provided by financing activities 17,666 11,384 --------- -------- Net increase in cash and cash equivalents 4,771 3,846 CASH AND CASH EQUIVALENTS: Beginning of period 6,627 6,819 --------- --------- End of period $11,398 $10,665 ========= ========= SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid for: Interest $ 6,150 $ 5,507 ========= ========= Income taxes $ -- $ -- ========= ========= SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING ACTIVITIES: Real estate acquired in settlement of loans $ 3,356 $ -- ========= ========= Increase in unrealized gains, net $ -- $ 12 ========= ========= (Concluded) See notes to unaudited consolidated financial statements. 5 8 FIRST FEDERAL BANCSHARES OF ARKANSAS, INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 - BASIS OF PRESENTATION First Federal Bancshares of Arkansas, Inc. (the "Corporation") was incorporated under Texas law in January 1996 by First Federal Bank of Arkansas, FA (the "Bank") in connection with the conversion of the Bank from a federally chartered mutual savings and loan association to a federally chartered stock savings and loan association, the issuance of the Bank's stock to the Corporation, and the offer and sale of the Corporation's common stock by the Corporation (the "Conversion"). Upon consummation of the Conversion on May 3, 1996, the Corporation became the unitary holding company for the Bank. The accompanying unaudited consolidated financial statements of the Corporation 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 (consisting solely of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of results for the interim periods. The results of operations for the three months ended March 31, 1998 are not necessarily indicative of the results to be expected for the year ending December 31, 1998. The unaudited 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, 1997, contained in the Corporation's 1997 Annual Report to Stockholders. NOTE 2 - PRINCIPLES OF CONSOLIDATION The accompanying consolidated financial statements include the accounts of the Corporation and the Bank. All significant intercompany items have been eliminated. NOTE 3 - RECENTLY ISSUED ACCOUNTING STANDARDS The Corporation has adopted Financial Accounting Standards Board Statement of Financial Accounting Standards No. 130, Reporting Comprehensive Income ("SFAS 130") for the quarter ended March 31, 1998. This statement requires that all items that are required to be recognized under accounting standards as components of comprehensive income be reported in a financial statement that is displayed with the same prominence as other financial statements. This statement does not require a specific format for that financial statement but requires that an enterprise display an amount representing total comprehensive income for the period in that financial statement. The Corporation has presented the components of other comprehensive income and total comprehensive income below the total for net income in the consolidated statements of income and comprehensive income. SFAS 130 also requires that an enterprise (a) classify items of other comprehensive income 6 9 by their nature in a financial statement and (b) display the accumulated balance of other comprehensive income separately from retained earnings and additional paid-in capital in the equity section of the statement of financial condition. SFAS 130 requires restatement of all periods presented. NOTE 4 - EARNINGS PER SHARE The weighted average number of common shares used to calculate earnings per share for the quarters ended March 31, 1998 and 1997 were as follows: 1998 1997 --------- --------- Basic weighted - average shares 4,552,948 4,511,344 Effect of dilutive securities 114,766 -- --------- --------- Diluted weighted - average shares 4,667,714 4,511,344 During the first quarter of 1997, there were no potential dilutive securities. NOTE 5 - DECLARATION OF DIVIDENDS At their meeting on February 25, 1998, the Board of Directors declared a $.07 (seven cent) per share cash dividend on the common stock of the Corporation. The cash dividend was paid on March 26, 1998 to the stockholders of record at the close of business on March 12, 1998. NOTE 6 - INVESTMENT SECURITIES Investment securities consisted of the following (in thousands): March 31, 1998 ------------------ Amortized Fair HELD TO MATURITY Cost Value --------- -------- U. S. Government and Agency obligations $103,438 $103,371 Mortgage-backed securities - -FHLMC 136 143 --------- -------- Total $103,574 $103,514 ========= ======== 7 10 NOTE 7 - LOANS RECEIVABLE Loans receivable consisted of the following (in thousands): March 31, 1998 ---------------- First mortgage loans: One- to four- family residences $376,081 Other properties 17,461 Construction 21,007 Less: Unearned discounts (327) Undisbursed loan funds (6,810) Deferred loan fees, net (3,295) -------------- Total first mortgage loans 404,117 -------------- Consumer and other loans: Commercial 6,226 Automobile 8,698 Consumer 3,805 Home equity and second mortgage 12,904 Savings 1,703 Other 1,793 Add deferred loan costs 144 -------------- Total consumer and other loans 35,273 -------------- Allowance for loan losses (1,055) -------------- Loans receivable, net $438,335 ============== Non-accrual loans at March 31, 1998 were $1.4 million. All loans 90 days or more past due are recorded as non-accrual. The Bank reclassified a previously reported non-accrual commercial real estate loan to real estate acquired in settlement of loans in the first quarter of 1998. The value of the property was estimated at $3.2 million based upon an appraisal less estimated selling expenses. A preliminary offer in excess of the appraisal amount has been received. All offers will be contingent upon a due diligence process to be performed by the prospective buyer. The property will be operated by a management company until disposition. A summary of the activity in the allowances for loan losses is as follows (in thousands): Balance at December 31, 1997 $1,196 Provisions for estimated losses 15 Recoveries 1 Losses charged off (157) ------- Balance at March 31, 1998 $1,055 ======= 8 11 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FINANCIAL CONDITION At March 31, 1998, the Corporation's assets amounted to $570.4 million as compared to $549.6 million at December 31, 1997. The $20.8 million or 3.8% increase was primarily due to an increase of $8.0 million or 8.4% in investment securities - held to maturity, a $4.4 million or 1.0% increase in loans receivable, net, a $4.8 million or 72.0% increase in cash and cash equivalents, and a $3.2 million increase in real estate acquired in settlement of loans, net. The loans receivable increase resulted from the continued origination of loans during the three months ended March 31, 1998. Originations for the three month period ended March 31, 1998 consisted of $28.2 million in one- to four- family residential loans, $3.7 million in commercial loans, $6.0 million in construction loans and $6.6 million in consumer installment loans, of which $2.1 million consisted of home equity loans and $2.2 million consisted of automobile loans. At March 31, 1998, the Bank had outstanding loan commitments of $2.4 million, unused lines of credit of $3.5 million, and the undisbursed portion of construction loans of $6.8 million. Real estate acquired in settlement of loans increased $3.2 million due to the Bank accepting a deed in lieu of foreclosure on a commercial real estate loan. Liabilities increased $19.5 million or 4.2% to $486.2 million at March 31, 1998 compared to $466.7 million at December 31, 1997. The increase in liabilities was primarily due to an increase of $11.5 million or 2.5% in deposits and an $8.0 million or 66.7% increase in advances from the Federal Home Loan Bank ("FHLB") of Dallas. The increases in deposits and advances from the FHLB of Dallas were used to fund the net loan increase, to purchase additional investment securities and to increase cash and cash equivalents. Stockholders' equity amounted to $84.2 million or 14.77% of total assets at March 31, 1998 compared to $82.9 million or 15.08% of total assets at December 31, 1997. The increase in stockholders' equity was primarily due to net income in the amount of $1.4 million. Such increase during the three months ended March 31, 1998 was partially offset by the payment of cash dividends aggregating $343,000. Non-performing assets, consisting of non-accruing loans and repossessed assets, amounted to $4.9 million or .85% of total assets at March 31, 1998, compared to $5.2 million or .94% of total assets at December 31, 1997. The Bank reclassified a previously reported non-accrual commercial real estate loan to real estate acquired in settlement of loans in the first quarter of 1998. The value of the property was estimated at $3.2 million based upon an appraisal less estimated selling expenses. A preliminary offer in excess of the appraisal amount has been received. All offers will be contingent upon a due diligence process to be performed by the prospective buyer. The property will be operated by a management company until disposition. RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997 GENERAL. The Corporation reported net income of $1.4 million during the three months ended March 31, 1998 compared to net income of $1.5 million for the same period in 1997. The decrease of $90,000 in net income in the 1998 period compared to the same period in 1997 was primarily due 9 12 to an increase in noninterest expenses reduced by increases in net interest income and noninterest income. Net interest income rose from $4.1 million for the three months ended March 31, 1997 to $4.5 million for the same period in 1998. Net interest income is determined by the Corporation's interest rate spread (i.e., the difference between the yields earned on its interest-earning assets and the rates paid on its interest-bearing liabilities) and the relative amounts of interest-earning assets and interest-bearing liabilities. The Corporation's interest rate spread decreased to 2.56% for the 1998 three month period compared to 2.58% for the 1997 three month period. These and other significant fluctuations in operations are discussed below. INTEREST INCOME. Interest income amounted to $10.6 million for the three months ended March 31, 1998 compared to $9.7 million for the same period in 1997. The increase of $900,000 or 9.4% was primarily due to an increase in the average balance of loans receivable. The increase in the average balance of loans receivable was due to portfolio growth. Such increase was partially offset by a decline in the average yield earned on such assets due primarily to the origination of loans at market interest rates which are currently lower than the average yield of the Bank's loan portfolio. The average balance of investment securities increased due to additional purchases of investment securities. The average yield earned on investment securities increased due to the purchase of longer term investments at rates higher than the average rate earned on such assets in portfolio. INTEREST EXPENSE. Interest expense increased $600,000 or 10.9% to $6.2 million for the three months ended March 31, 1998 compared to $5.6 million for the same period in 1997. Such increase was primarily due to an increase in the average balance of deposits as well as an increase in the average balance of FHLB of Dallas advances. NONINTEREST INCOME. Noninterest income amounted to $458,000 for the three months ended March 31, 1998 compared to $318,000 for the same period in 1997. The increase of $140,000 or 44.0% was due primarily to a gain of $42,000 on the sale of originated loans on the secondary market and to the recognition of income in the amount of $77,000 from operations of commercial real estate owned. NONINTEREST EXPENSE. Noninterest expenses increased $551,000 or 26.1% between the 1998 and 1997 three month periods. Such increases were due primarily to increases in salaries and employee benefits, occupancy costs due to branch expansions, legal fees in connection with a commercial loan foreclosure and a loss on disposition of real estate owned. Salaries and employee benefits increased by $380,000 or 30.2% from $1.3 million to $1.6 million for the three month period March 31, 1997 and 1998, respectively. Costs associated with the management recognition and retention plan of $189,000 were recognized in the three month period ended March 31, 1998 compared to none in the three month period ended March 31, 1997 due to the plan not being implemented until May 1997. The recognition of costs related to the release of unallocated shares from the employee stock ownership plan ("ESOP") increased by $69,000 or 41.4% from $167,000 to $236,000 for the three month period ended March 31, 1997 and 1998, respectively, due to the increase in the Corporation's stock price. Compensation expenses associated with the ESOP are based on the number of shares released from the ESOP Trust and the current price of the Corporation's 10 13 common stock. The increase in salaries and employee benefits was also due to normal salary and merit increases as well as an increase in personnel resulting from expansion of the Bank's operations. Occupancy expenses were $206,000 and $188,000 for the three month periods ended March 31, 1998 and 1997, respectively, resulting in a $18,000 or 9.6% increase. Such increase was primarily due to branch expansions. INCOME TAXES. Income taxes amounted to $810,000 and $838,000 for the three months ended March 31, 1998 and 1997, respectively, resulting in effective tax rates of 36.3% and 35.7%, respectively. LIQUIDITY AND CAPITAL RESOURCES The Corporation's liquidity, represented by cash and cash equivalents, is a product of its operating, investing and financing activities. The Corporation's primary sources of funds are deposits, amortization, prepayments and maturities of outstanding loans, maturities of investment securities, mortgage-backed securities and other short-term investments and funds provided from operations. While scheduled loan amortization and maturing investment securities, mortgage-backed 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. The Corporation manages the pricing of its deposits to maintain a steady deposit balance. In addition, the Corporation invests excess funds in overnight deposits and other short-term interest-earning assets which provide liquidity to meet lending requirements. The Corporation has generally been able to generate enough cash through the retail deposit market, its traditional funding source, to offset the cash utilized in investing activities. As an additional source of funds, the Bank has borrowed from the FHLB of Dallas. At March 31, 1998, the Bank had outstanding advances from the FHLB of Dallas in the amount of $20.0 million. Such advances were used in the Bank's normal operations and investing activities. As of March 31, 1998, the Bank's regulatory capital was in excess of all applicable regulatory capital adequacy requirements. At March 31, 1998, the Bank's tangible, core and risk-based capital ratios amounted to 11.8%, 11.8% and 22.4%, respectively, compared to regulatory requirements of 1.5%, 3.0% and 8.0%, respectively. IMPACT OF INFLATION AND CHANGING PRICES The financial statements and related financial data presented herein have been prepared in accordance with instructions to Form 10-Q, which require the measurement of financial position and operating results in terms of historical dollars, without considering changes in relative purchasing power over time due to inflation. Unlike most industrial companies, virtually all of the Bank's assets and liabilities are monetary in nature. As a result, interest rates generally have a more significant impact on a financial institution's performance than does the effect of inflation. 11 14 THE YEAR 2000 ISSUE The Company is aware of the issues associated with the programming code in existing computer systems as the Year 2000 approaches. The Year 2000 Issue is the result of computer programs being written using two digits rather than four digits to define the applicable year. Computer programs that have time-sensitive coding may recognize a date using "00" as the year 1900 rather than the year 2000. Systems that do not properly recognize such information could generate erroneous data or cause a system to fail. The Bank has conducted a review of its computer systems to identify the systems that could be affected by the Year 2000 Issue and is developing an implementation plan to resolve the issue. The majority of the Bank's data processing is provided by a third party service bureau. The service bureau is actively involved in resolving Year 2000 issues and has provided the Bank with frequent updates regarding their progress. The service bureau has advised the Bank that it expects to have the majority of the Year 2000 issues resolved before the end of 1998 to allow the Bank to test their system for Year 2000 compliance. The Bank presently believes that, based on the progress of the Bank's service bureau, the Year 2000 problem will not pose significant operational problems for the Bank's computer system. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK For a discussion of the Corporation's asset and liability management policies as well as the potential impact of interest rate changes upon the market value of the Bank's portfolio equity, see "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Corporation's 1997 Annual Report to Stockholders. There has been no material change in the Corporation's asset and liability position or the market value of the Bank's portfolio equity since December 31, 1997. 12 15 FIRST FEDERAL BANCSHARES OF ARKANSAS, INC. PART II Item 1. Legal Proceedings Neither the Corporation nor the Bank is involved in any pending legal proceedings other than non-material legal proceedings occurring in the ordinary course of business. Item 2. Changes in Securities Not applicable. Item 3. Defaults Upon Senior Securities Not applicable. Item 4. Submission of Matters to a Vote of Security Holders Not applicable. Item 5. Other Information None. Item 6. Exhibits and Reports on Form 8-K None. 13 16 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: May 11, 1998 By: /s/ Larry J. Brandt ----------------------------- Larry J. Brandt President Date: May 11, 1998 By: /s/ Tommy W. Richardson ----------------------------- Tommy W. Richardson Chief Financial Officer 14