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, 2002 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 (I.R.S. Employer incorporation or 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 13, 2002, there were issued and outstanding 2,901,259 shares of the Registrant's Common Stock, par value $.01 per share. 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, 2002 (unaudited) and December 31, 2001 1 Consolidated Statements of Income for the three months ended March 31, 2002 (unaudited) and 2001 (unaudited) 2 Consolidated Statement of Stockholders' Equity for the three months ended March 31, 2002 (unaudited) 3 Consolidated Statements of Cash Flows for the three months ended March 31, 2002 (unaudited) and 2001 (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 and Use of Proceeds 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 FIRST FEDERAL BANCSHARES OF ARKANSAS, INC. CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (In Thousands, except share data) March 31, December 31, ASSETS 2002 2001 ----------- ------------ (Unaudited) Cash and cash equivalents $ 83,121 $ 72,326 Investment securities - held to maturity 102,434 100,878 Federal Home Loan Bank stock 4,955 4,918 Loans receivable, net of allowance 472,042 474,494 Accrued interest receivable 4,536 4,420 Real estate acquired in settlement of loans, net 347 455 Office properties and equipment, net 7,562 7,006 Prepaid expenses and other assets 16,141 15,758 ------- ------- TOTAL ASSETS $691,138 $680,255 ======= ======= LIABILITIES AND STOCKHOLDERS' EQUITY LIABILITIES: Deposits $568,482 $555,933 Federal Home Loan Bank advances 44,841 47,844 Advance payments by borrowers for taxes and insurance 1,000 929 Other liabilities 4,938 4,484 ------- ------- Total liabilities 619,261 609,190 ======= ======= 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, 3,017,359 and 3,050,959 shares outstanding at March 31, 2002, and December 31, 2001, respectively 52 52 Additional paid-in capital 51,562 51,434 Employee stock benefit plans (1,863) (1,967) Retained earnings-substantially restricted 62,127 60,736 ------- ------- 111,878 110,255 Treasury stock, at cost, 2,136,392 and 2,102,792 shares at March 31, 2002 and December 31, 2001, respectively (40,001) (39,190) -------- -------- Total stockholders' equity 71,877 71,065 -------- -------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $691,138 $680,255 ======= ======= See notes to unaudited consolidated financial statements. 1 FIRST FEDERAL BANCSHARES OF ARKANSAS, INC. CONSOLIDATED STATEMENTS OF INCOME (In thousands, except share data) (Unaudited) Three Months Ended March 31, ------------------ 2002 2001 -------- -------- INTEREST INCOME: Loans receivable $ 9,319 $ 10,068 Investment securities 1,613 2,939 Other 272 126 ------ ------- Total interest income 11,204 13,133 ------ ------- INTEREST EXPENSE: Deposits 5,313 7,278 Other borrowings 733 1,409 ------ ------- Total interest expense 6,046 8,687 ------ ------- NET INTEREST INCOME 5,158 4,446 PROVISION FOR LOAN LOSSES 362 9 ------ ------- NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 4,796 4,437 ------ ------- NONINTEREST INCOME: Deposit fee income 547 309 Other 740 366 ------ ----- Total noninterest income 1,287 675 ------ ----- NONINTEREST EXPENSES: Salaries and employee benefits 2,097 2,218 Net occupancy expense 295 275 Federal insurance premiums 25 26 Provision for real estate losses 4 7 Data processing 318 257 Postage and supplies 132 140 Other 546 473 ------ ----- Total noninterest expenses 3,417 3,396 ------ ----- INCOME BEFORE INCOME TAXES 2,666 1,716 INCOME TAX PROVISION 910 573 ------ ----- NET INCOME $ 1,756 $ 1,143 ====== ===== EARNINGS PER SHARE: Basic $ 0.61 $ 0.35 ====== ====== Diluted $ 0.60 $ 0.35 ====== ====== Cash Dividends Declared per share $ 0.12 $ 0.11 ====== ====== See notes to unaudited consolidated financial statements. 2 FIRST FEDERAL BANCSHARES OF ARKANSAS, INC. CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY FOR THE THREE MONTHS ENDED MARCH 31, 2002 (In Thousands, except share data) (Unaudited) Issued Employee Common Stock Additional Stock Treasury Stock Total ---------------- Paid-In Benefit Retained ---------------- Stockholders' Shares Amount Capital Plans Earnings Shares Amount Equity ------ ------ --------- ------- -------- ------ ------ ------------- <s> <c> <c> <c> <c> <c> <c> <c> <c> Balance, December 31, 2001 5,153,751 $52 $51,434 $(1,967) $60,736 2,102,792 $(39,190) $71,065 Net income 1,756 1,756 Release of ESOP shares 138 104 242 Tax effect of stock compensation plan (13) (13) Treasury shares reissued due to exercise of stock options 3 (4,400) 82 85 Purchase of treasury stock, 38,000 (893) (893) at cost Dividends paid (365) (365) --------- ----- ------- -------- ------- --------- --------- ------- Balance, March 31, 2002 5,153,751 $52 $51,562 $(1,863) $62,127 2,136,392 $(40,001) $71,877 ========= ===== ======= ======== ======= ========= ========= ======= See notes to unaudited consolidated financial statements. 3 FIRST FEDERAL BANCSHARES OF ARKANSAS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands) (Unaudited) Three Months Ended March 31, ---------------------------- 2002 2001 ---------- --------- OPERATING ACTIVITIES: Net income $1,756 $1,143 Adjustments to reconcile net income to net cash provided by operating activities: Provision for loan losses 362 9 Provision for real estate losses 4 7 Deferred tax benefit (75) (27) Federal Home Loan Bank stock dividends (37) (70) Loss on sale of repossessed assets, net 10 3 Originations of loans held for sale (13,940) (8,560) Proceeds from sales of loans 16,842 6,520 Gain on sale of mortgage loans originated to sell (237) (70) Depreciation 183 173 Accretion of deferred loan fees, net (218) (103) Release of ESOP shares 242 204 Bank owned life insurance earnings (216) -- Stock compensation expense -- 178 Changes in operating assets & liabilities: Accrued interest receivable (116) 1,464 Prepaid expenses & other assets (151) (166) Other liabilities (1,483) 776 ------- ----- Net cash provided by operating activities 2,926 1,481 ------- ----- INVESTING ACTIVITIES: Purchases of investment securities-held to maturity (15,601) -- Proceeds from maturities/calls of investment securities-held to maturity 16,045 32,833 Loan originations, net of repayments (355) 4,991 Proceeds from sales of repossessed assets 117 19 Purchases of office properties and equipment (739) (118) ----- ------- Net cash provided (used) by investing activities (533) 37,725 ----- ------- (Continued) 4 FIRST FEDERAL BANCSHARES OF ARKANSAS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands) (Unaudited) Three Months Ended March 31, ---------------------------- 2002 2001 --------- --------- FINANCING ACTIVITIES: Net increase (decrease) in deposits 12,507 (1,468) Advances from FHLB 2,000 1,450 Repayment of advances from FHLB (5,003) (17,954) Net increase in advance payments by borrowers for taxes & insurance 71 308 Purchase of treasury stock (893) (3,405) Reissued treasury stock 85 -- Dividends paid (365) (371) ------- ------- Net cash provided by financing activities 8,402 21,440 ------- ------- Net increase in cash and cash equivalents 10,795 17,766 CASH AND CASH EQUIVALENTS: Beginning of period 72,326 11,564 ------ ------ End of period $83,121 $29,330 ====== ====== SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid for: Interest $ 6,189 $ 8,665 ===== ===== Income taxes $ -- $ -- ===== ===== SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING ACTIVITIES: Real estate acquired in settlement of loans $ 153 $ 50 ====== ====== Loans to facilitate sales of real estate owned $ 156 $ -- ====== ====== Investment securities traded, recorded in investments, not yet settled in cash $ 2,000 $ -- ====== ====== (Concluded) See Notes to unaudited consolidated financial statements. 5 FIRST FEDERAL BANCSHARES OF ARKANSAS, INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS Note 1 - Basis of Presentation and Principles of Consolidation First Federal Bancshares of Arkansas, Inc. (the "Corporation") is a unitary holding company which owns all of the stock of First Federal Bank of Arkansas, FA (the "Bank"). 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"), whose activities are limited. 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 which are, in the opinion of management, necessary for a fair statement of results for the interim periods. The accompanying consolidated financial statements include the accounts of the Corporation and the Bank. All material intercompany transactions have been eliminated in consolidation. The results of operations for the three months ended March 31, 2002 are not necessarily indicative of the results to be expected for the year ending December 31, 2002. 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, 2001, contained in the Corporation's 2001 Annual Report to Stockholders. Note 2 - Recently Issued Accounting Standards In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 141, Business Combinations. This Statement addresses financial accounting and reporting for business combinations and supercedes APB Opinion No. 16, Business Combinations, and SFAS No. 38, Accounting for Preacquisition Contingencies of Purchased Enterprises. All business combinations in the scope of this Statement are to be accounted for using one method, the purchase method. This Statement does not change many of the provisions of Opinion 16 and Statement 38 related to the application of the purchase method. The provisions of this Statement apply to all business combinations initiated after June 30, 2001. This Statement also applies to all business combinations accounted for using the purchase method for which the date of acquisition is July 1, 2001, or later. In June 2001, the FASB also issued SFAS No. 142, Goodwill and Other Intangible Assets. This Statement addresses financial accounting and reporting for acquired goodwill and other intangible assets and supercedes APB Opinion No. 17, Intangible Assets. It addresses how intangible assets that are acquired individually or with a group of other assets (but not those acquired in a business 6 combination) should be accounted for in financial statements upon their acquisition. This Statement also addresses how goodwill and other intangible assets should be accounted for after they have been initially recognized in the financial statements. The provisions of this Statement are required to be applied starting with fiscal years beginning after December 15, 2001. This Statement is required to be applied at the beginning of an entity's fiscal year and to be applied to all goodwill and other intangible assets recognized in its financial statements at that date. Impairment losses for goodwill and indefinite-lived intangible assets that arise due to the initial application of this Statement (resulting from a transitional impairment test) are to be reported as resulting from a change in accounting principle. Goodwill and intangible assets acquired after June 30, 2001, will be subject immediately to the nonamortization and amortization provisions of this Statement. The Corporation adopted these Statements on January 1, 2002. Such adoption did not have a material effect on the financial position, results of operations, or cash flows of the Corporation. Note 3 - Earnings per Share The weighted average number of common shares used to calculate earnings per share for the periods ended March 31, 2002 and 2001 were as follows: Three months ended March 31, ------------------------- 2002 2001 --------- --------- Basic weighted - average shares 2,858,994 3,254,571 Effect of dilutive securities 85,338 9,641 --------- --------- Diluted weighted - average shares 2,944,332 3,264,212 ========= ========= Note 4 - Declaration of Dividends At their meeting on February 26, 2002, the Board of Directors declared a $.12 (twelve cent) per share cash dividend on the common stock of the Corporation. The cash dividend was paid on March 26, 2002 to the stockholders of record at the close of business on March 11, 2002. Note 5 - Investment Securities Investment securities consisted of the following (in thousands): March 31, 2002 -------------------------- Amortized Fair Cost Value --------- -------- Held to Maturity Municipal Securities $ 5,514 $ 5,493 U. S. Government and Agency obligations 96,920 95,583 ------- ------- $102,434 $101,076 ======= ======= 7 Note 6 - Loans Receivable Loans receivable consisted of the following (in thousands): March 31, 2002 December 31, 2001 -------------- ----------------- First mortgage loans: One- to four- family residences $316,431 $330,844 Other properties 58,814 51,282 Construction 25,954 24,842 Less: Unearned discounts (170) (216) Undisbursed loan funds (9,795) (10,144) Deferred loan fees, net (1,923) (2,127) ------- ------- Total first mortgage loans 389,311 394,481 ------- ------- Consumer and other loans: Commercial 24,756 23,451 Automobile 20,692 20,506 Consumer 6,689 7,083 Home equity and second mortgage 26,370 24,933 Savings 1,775 1,464 Other 3,338 3,234 Add-deferred loan costs 260 265 ------ ------ Total consumer and other loans 83,880 80,936 ------ ------ Allowance for loan losses (1,149) (923) ------- ------- Loans receivable, net $472,042 $474,494 ======= ======= Non-accrual loans at March 31, 2002 were $2.6 million. All loans 90 days or more past due are recorded as non-accrual. A summary of the activity in the allowance for loan losses is as follows (in thousands): Balance at December 31, 2001 $ 923 Provisions for estimated losses 362 Recoveries 21 Losses charged off (157) ----- Balance at March 31, 2002 $ 1,149 ===== 8 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Financial Condition At March 31, 2002, the Corporation's assets amounted to $691.1 million as compared to $680.2 million at December 31, 2001. The $10.9 million or 1.6% increase was primarily due to an increase of $10.8 million or 14.9% in cash and cash equivalents primarily due to the temporary investment of excess funds from ongoing operations. Loan originations for the three month period ended March 31, 2002 consisted of $31.9 million in one- to four- family residential loans, $1.0 million in multi-family residential loans, $11.1 million in commercial loans, $7.0 million in construction loans and $11.9 million in consumer installment loans, of which $5.8 million consisted of home equity loans and $3.6 million consisted of automobile loans. At March 31, 2002, the Bank had outstanding loan commitments of $8.8 million, unused lines of credit of $9.4 million, and the undisbursed portion of construction loans of $9.8 million. Liabilities increased $10.1 million or 1.7% to $619.3 million at March 31, 2002 compared to $609.2 million at December 31, 2001. The increase in liabilities was primarily due to an increase of $12.5 million or 2.3% in deposits. Stockholders' equity amounted to $71.9 million or 10.4% of total assets at March 31, 2002 compared to $71.1 million or 10.4% of total assets at December 31, 2001. Stockholders'equity increased during the three month period ended March 31, 2002 primarily due to net income in the amount of $1.8 million for the three month period resulting from continued profitable operations. Such increase was partially offset by the purchase of 38,000 shares of treasury stock totaling $893,000 in connection with the Corporation's stock repurchase program and to a lesser extent due to the payment of a quarterly cash dividend in the amount of $365,000. Non-performing assets, consisting of non-accruing loans and repossessed assets, amounted to $3.0 million or .43% of total assets at March 31, 2002, compared to $3.6 million or .53% of total assets at December 31, 2001. The allowance for loan losses amounted to $1.2 million at March 31, 2002 or 44.8% of nonperforming loans and 0.2% of total loans. Results of Operations for the Three Months Ended March 31, 2002 and 2001 General. The Corporation reported net income of $1.8 million during the three months ended March 31, 2002 compared to net income of $1.1 million for the same period in 2001. The increase of $613,000 in net income in the 2002 period compared to the same period in 2001 was primarily due to an increase in net interest income and an increase in noninterest income which was partially offset by an increase in provision for loan losses and an increase in income tax expense. Net interest income increased from $4.5 million for the three months ended March 31, 2001 to $5.2 million for the same period in 2002. 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 and net interest margin increased to 2.96% and 3.21%, respectively, for the 2002 three month period compared to 2.12% and 2.61%, respectively, for the 2001 three month period. These and other significant fluctuations in operations are discussed below. 9 Interest Income. Interest income amounted to $11.2 million for the three months ended March 31, 2002 compared to $13.1 million for the same period in 2001. The decrease of $1.9 million or 14.7% was primarily due to a decrease in the average balance and in the average yield earned on investment securities, and a decrease in the average balance and in the average yield earned on loans receivable. Such decreases were partially offset by an increase in the average balance of other interest earning assets, primarily overnight funds. The average balance and average yield earned on investment securities declined primarily due to higher-yielding investments being called. The increase in the average balance of other interest earning assets was due to the investment of excess funds from the repayment or prepayment of loans and investments. Interest Expense. Interest expense decreased $2.6 million or 30.4% to $6.1 million for the three months ended March 31, 2002 compared to $8.7 million for the same period in 2001. Such decrease was primarily due to a decrease in the average rate paid on deposits and a decrease in the average balance of Federal Home Loan Bank of Dallas advances. Such decrease in interest expense was partially offset by an increase in the average balance of deposits. The decrease in the average rate paid on deposits was due to a declining interest rate environment while the decrease in the average balance of FHLB advances was due to repayments in excess of new advances. Provision for Loan Losses. Provision for loan losses amounted to $362,000 for the three months ended March 31, 2002 compared to $9,000 for the same period in 2001. Provisions for loan losses include charges to reduce the recorded balance of loans to their estimated fair value. Such provision and the adequacy of the allowance for loan losses 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. The increase in the 2002 three month period compared to the same period in 2001 was primarily due to economic conditions and an increase in commercial and consumer loans which are typically considered to involve a higher degree of risk than one- to four-family loans. Noninterest Income. Noninterest income increased $612,000 or 90.7% to $1.3 million for the three months ended March 31, 2002 compared to $675,000 for the three months ended March 31, 2001. The increase in noninterest income for the three month comparable periods ended March 31 was primarily due to an increase of $238,000 or 77.0% from $309,000 to $547,000 in deposit fee income, an increase of $167,000 from $70,000 to $237,000 in the gain on the sale of mortgage loans in the secondary mortgage market, an increase of $28,000 from $17,000 to $45,000 in additional loan fees related to loan sales, and an increase of $216,000 in earnings from bank owned life insurance purchased in the second and third quarters of 2001. Noninterest Expense. Noninterest expenses increased $21,000 or .6% between the 2002 and 2001 three month periods ended March 31. The increase in noninterest expenses during the three month period in 2002 compared to the same period in 2001 was primarily due to an increase in data processing expenses. Data processing expenses increased $61,000 or 23.7% to $318,000 for the three months ended March 31, 2002 compared to $257,000 for the same period in 2001. Such increase was primarily due to growth and additional product and service offerings. Salaries and employee benefits amounted to $2.1 million compared to $2.2 million resulting in a decrease of 10 $121,000 or 5.5% for the three month periods ended March 31, 2002 and 2001, respectively. Such decrease in salaries and employee benefits was primarily due to a decline of $179,000 in the management recognition and retention plan expense as a result of the awarded shares being fully vested in May 2001. Income Taxes. Income taxes amounted to $910,000 and $573,000 for the three months ended March 31, 2002 and 2001, respectively, resulting in effective tax rates of 34.1% and 33.4%, respectively. Liquidity and Capital Resources 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, collections on outstanding loans, maturities 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. The Bank manages the pricing of its deposits to maintain a steady deposit balance. In addition, the Bank invests excess funds in overnight deposits and other short-term interest-earning assets which provide liquidity to meet lending requirements. The Bank 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, 2002, the Bank had outstanding advances from the FHLB of Dallas of $44.8 million. Such advances were used in the Bank's normal operating and investing activities. The Bank is completing its plans for the construction of a new corporate and full-service branch office in north Harrison. Construction is expected to start in May 2002 with completion expected in the spring of 2003. Capital expenditures are estimated to be $6 million with disbursements occurring throughout the period of construction. As of March 31, 2002, the Bank's regulatory capital was in excess of all applicable regulatory requirements. At March 31, 2002, the Bank's tangible, core and risk-based capital ratios amounted to 9.9%, 9.9% and 17.5%, respectively compared to applicable requirements of 1.5%, 4.0% 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. 11 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. Forward-Looking Statements This Form 10-Q contains certain forward-looking statements and information relating to the Corporation 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," "except," "intend," "should" and similar expressions, or the negative thereof, as they relate to the Corporation or the Corporation's management, are intended to identify forward-looking statements. Such statements reflect the current views of the Corporation 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 from those described herein as anticipated, believed, estimated, expected or intended. The Corporation does not intend to update these forward-looking statements. 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 2001 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, 2001. 12 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 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 15, 2002 By: /s/Larry J. Brandt ---------------------- Larry J. Brandt President/CEO Date: May 15, 2002 By: /s/Sherri Billings ---------------------- Sherri Billings EVP/CFO 14