IOWA FIRST BANCSHARES CORP. ANNUAL REPORT December 31, 1999 IOWA FIRST BANCSHARES CORP. STOCKHOLDER INFORMATION AS OF DECEMBER 31, 1999 Market Makers - ------------- A market for Iowa First Bancshares Corp. common stock is made by the brokerage firms of Howe Barnes Investments, Inc., Bill Sammon (800-800-4693), and Mesirow Financial, Inc., Mike Hagerty (888-701-7771 or 319-263-7771). Stock Prices Information - ------------------------ The table below shows the reported high and low bid prices of the common stock during the years ended December 31, 1999 and 1998. The stock prices listed below were obtained from the market makers or, as of each year-end, an independent appraisal of the stock, if higher. 1999 High Low - --------------------------------------------- First Quarter ......... $ 32.50 $ 31.00 Second Quarter ........ 32.50 29.50 Third Quarter ......... 29.50 25.50 Fourth Quarter ........ 27.50 23.88 1998 High Low - --------------------------------------------- First Quarter ......... $ 31.25 $ 31.00 Second Quarter ........ 32.00 30.00 Third Quarter ......... 34.00 30.38 Fourth Quarter ........ 32.50 30.50 Annual Meeting of Stockholders - ------------------------------ The Annual Meeting of the Stockholders of Iowa First Bancshares Corp. will be held at 2:00 p.m., April 20, 2000 at the corporate offices located at 300 East Second Street, Muscatine, Iowa 52761. Stockholders are encouraged to attend. Annual Report on Form 10-K - -------------------------- Copies of the Iowa First Bancshares Corp. annual report on Form 10-K and exhibits, filed with the Securities and Exchange Commission, are available to stockholders without charge by writing: Iowa First Bancshares Corp. 300 East Second Street Muscatine, Iowa 52761 Attention: Patricia R. Thirtyacre, Corporate Secretary Investor Information - -------------------- Stockholders, investors and analysts interested in additional information may contact Mr. Kim K. Bartling, Executive Vice President, Chief Operating Officer and Treasurer (319) 262-4216 or Mr. George A. Shepley, Chairman and Chief Executive Officer (319) 262-4200. To Our Shareholders: Net income for the year ended December 31, 1999, was $3,412,000 or $2.23 per share compared to $3,282,000 or $2.02 per share the prior year. Contributing to the strong results were the sizable growth in both net interest income of $599,000, 5.6%, and other noninterest income of $147,000, 7.8%. Management also controlled noninterest expenses which grew only 4.0% during 1999. Noninterest expenses other than salaries and employee benefits were aggressively managed, resulting in an increase of only 1.7%. As we have discussed in prior annual and quarterly communications to our fellow shareholders, the Company has employed strategies which increase the financial leverage of the balance sheet. These strategies coupled with record 1999 net income, adjusted for nonrecurring items, resulted in an unprecedented high return on average equity of 16.39% for the year ended December 31, 1999. We are extremely pleased with the achievement of this new record for return on average equity. While exciting in its own right, this was only one of numerous financial performance records set by the Company during 1999. These records included: o Highest net loans in the history of the Company ($267 million). o Highest total assets in the history of the Company ($371 million). o Highest total deposits in the history of the Company ($270 million). o Highest net interest income in the history of the Company ($11.3 million). o Highest other income in the history of the Company ($2.0 million). o Highest net income, adjusted for nonrecurring items, in the history of the Company ($3.4 million). o Highest net income per fully diluted share in the history of the Company ($2.23). These results were especially gratifying since they were accomplished during a year noted for an unfavorable national interest rate trend and relatively low farm commodity prices, both of which serve as additional challenges for a bank holding company such as Iowa First Bancshares Corp. Net loans grew from approximately $250 million to nearly $267 million during 1999, a $17 million or 6.8% increase. While loan totals were rising nicely, problem loans (those on nonaccrual status or past due 90 days or more), actually declined $451,000 or 45%. Despite this positive trend in problem loans and to be prudent given the growth in total loans, the Company expensed $406,000 to provision for possible loan losses which was nearly four times the amount of net loan charge-offs recognized during 1999. Therefore, the total allowance for possible loan losses grew more than $300,000 (10.9%) to total $3,091,000 as of December 31, 1999. In an effort to more efficiently and effectively utilize our facilities in Fairfield, Iowa, the consumer loan department was relocated from the main downtown bank facility to the branch which was built in 1997. This branch is in a high traffic area of town in front of the local Wal-Mart store. We believe this move will enable us to better serve our current and future customers. Our branch office located in the Muscatine, Iowa, Wal-Mart Supercenter continued to exceed our expectations in almost all aspects of its operations. The relocation of the downtown branch in Muscatine has also been very well received by our customers. These branches, in addition to our main bank and long-established branch offices on the south side of Muscatine and at the Muscatine Mall, enable us to serve our customers' financial needs in a convenient, friendly, and professional manner. The highly skilled and dedicated employees at all levels of the organization ensure customers receive excellent service. Their abilities and efforts were the driving force behind the record-breaking performance of the Company during 1999. Despite the outstanding financial results, the price of Iowa First Bancshares Corp. stock decreased over the last year to $27 per share (based on an independent appraisal), a 12.9% decrease from the prior year-end. This $27 per share represents a price to book value of 196% and a price to trailing twelve months earnings of 12.1 times. While the Company's return on average equity and dividend yield exceeded its peer group, the market valued Iowa First Bancshares Corp.'s stock at a price earnings ratio less than this same peer group of banks. It should be noted that bank stocks in general declined during 1999. Please refer to the following graphs for a summary of the stock price performance and earnings per share over the last several years. The omitted graph reflects the closing stock price per share utilizing the following data points: 1994 13.00 1995 16.67 1996 20.00 1997 28.75 1998 31.00 1999 27.00 The omitted graph reflects the fully diluted earnings per utilizing the following data points: 1994 1.60 1995 1.71 1996 1.95 1997 1.82 1998 2.02 1999 2.23 The total annual investment return (loss) for the past one, three, and five-year periods has been (10.2%), 13.8%, and 18.7%, respectively. The graphs below show the growth in total assets and loans over the past several years. The omitted graph reflects the total assets as of year end utilizing the following data points: (In Millions) 1994 253.8 1995 272.8 1996 280.5 1997 305.8 1998 345.4 1999 371.0 The omitted graph reflects the total loans as of year end utilizing the following data points: (In Millions) 1994 162.0 1995 169.3 1996 183.4 1997 208.7 1998 250.3 1999 267.0 Year-end 1999 total assets exceeded year-end 1994 total assets by $117,229,000 for total growth of 46.2%. Over the same time period, loans grew $104,977,000 or 64.8%. Much has been written over recent quarters in the financial press regarding technology in banking, and more specifically Internet banking, as well as financial reform enacted by Congress. As management and the Board of Directors assess the current position of Iowa First Bancshares Corp. and plan for the future, these are among the issues and opportunities which are discussed, analyzed, and if deemed appropriate, exploited for the benefit of our shareholders. As we look to 2000, there is, as always, much uncertainty in forecasting the future direction of interest rates and the economy. The 2000 budgets for the Company and its subsidiaries project relatively stable market interest rates and a positive business climate. If rates or the economy vary significantly from these assumptions, it will become more challenging to maintain or increase net interest income, and consequently, net income. On behalf of management and the Board of Directors, we thank you for your investment in Iowa First Bancshares Corp. and your continued support. We look forward to hearing from you should you have comments or questions. /s/ George A. Shepley -------------------------- George A. Shepley Chairman & CEO /s/ Kim K. Bartling -------------------------- Kim K. Bartling Executive Vice President COO & Treasurer IOWA FIRST BANCSHARES CORP. AND SUBSIDIARIES FINANCIAL HIGHLIGHTS BALANCE SHEET (at year end) 1999 1998 1997 - -------------------------------------------------------------------------------- Net loans ........................ $ 266,992,000 $ 250,318,000 $ 208,683,000 Allowance for loan losses ........ 3,091,000 2,787,000 2,604,000 Deposits and securities sold under agreements to repurchase ...... 274,198,000 267,491,000 247,041,000 Federal Home Loan Bank advances .. 64,621,000 47,973,000 26,468,000 Total assets ..................... 371,029,000 345,411,000 305,783,000 Stockholders' equity ............. 21,193,000 20,309,000 28,625,000 STATEMENT OF INCOME (for the year) - -------------------------------------------------------------------------------- Net interest income .............. $ 11,290,000 $ 10,691,000 $ 10,656,000 Provision for loan losses ........ 406,000 125,000 4,000 Other income ..................... 2,022,000 1,875,000 1,696,000 Other operating expense .......... 7,942,000 7,633,000 7,547,000 Income before income taxes ....... 4,964,000 4,808,000 4,801,000 Income taxes ..................... 1,552,000 1,526,000 1,521,000 Net income ....................... 3,412,000 3,282,000 3,280,000 PER SHARE DATA - -------------------------------------------------------------------------------- Net income, basic ................ $ 2.23 $ 2.02 $ 1.86 Net income, diluted .............. 2.23 2.02 1.82 Book value at year-end ........... 13.79 13.25 15.62 Stock price at year-end (greater of bid or appraised price) .... 27.00 31.00 28.75 Cash dividends declared during the year ...................... 0.84 0.84 0.78 Cash dividends declared as a percentage of net income ...... 38% 42% 43% KEY RATIOS - -------------------------------------------------------------------------------- Return on average assets ......... 0.96% 1.00% 1.13% Return on average stockholders' equity ........................ 16.39 14.18 12.33 Net interest margin-tax equivalent .................... 3.53 3.65 4.11 Average stockholders' equity to average assets ................ 5.83 7.02 9.16 Total capital to risk-weighted assets ........................ 9.52 9.14 14.44 Efficiency ratio (all operating expenses, excluding the provision for loan losses, divided by the sum of net interest income and other income) ................. 59.66 60.75 61.10 INDEPENDENT AUDITOR'S REPORT To the Board of Directors Iowa First Bancshares Corp. Muscatine, Iowa We have audited the accompanying consolidated balance sheets of Iowa First Bancshares Corp. and subsidiaries as of December 31, 1999 and 1998, and the related consolidated statements of income, changes in stockholders' equity, and cash flows for the years ended December 31, 1999, 1998, and 1997. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Iowa First Bancshares Corp. and subsidiaries as of December 31, 1999 and 1998, and the results of their operations and their cash flows for the years ended December 31, 1999, 1998, and 1997, in conformity with generally accepted accounting principles. /s/ McGladrey & Pullen, LLP Davenport, Iowa January 21, 2000 IOWA FIRST BANCSHARES CORP. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS December 31, 1999 and 1998 ASSETS 1999 1998 - -------------------------------------------------------------------------------- Cash and due from banks (Note 1) ...................$ 15,149,000 $ 14,273,000 Interest-bearing deposits at financial institutions .................................... 155,000 135,000 Investment securities available for sale (Note 3) .. 62,950,000 58,711,000 Federal funds sold and other overnight investments . 15,800,000 12,555,000 Loans, net of allowance for loan losses of $3,091,000 in 1999 and $2,787,000 in 1998 (Note 4) ........................................ 266,992,000 250,318,000 Bank premises and equipment, net (Note 5) .......... 5,456,000 5,858,000 Accrued interest receivable ........................ 2,985,000 2,763,000 Other assets ....................................... 1,542,000 798,000 --------------------------- Total assets .........................$ 371,029,000 $ 345,411,000 =========================== LIABILITIES AND STOCKHOLDERS' EQUITY - -------------------------------------------------------------------------------- LIABILITIES: Deposits: Noninterest-bearing ..........................$ 47,175,000 $ 44,430,000 Interest-bearing ............................. 222,397,000 217,416,000 ---------------------------- Total deposits (Note 6) .............. 269,572,000 261,846,000 Notes payable (Note 7) .......................... 6,869,000 7,250,000 Securities sold under agreements to repurchase (Note 8) ..................................... 4,626,000 5,645,000 Federal Home Loan Bank advances (Note 8) ........ 64,621,000 47,973,000 Dividends payable ............................... 321,000 320,000 Treasury tax and loan open note (Note 8) ........ 2,211,000 163,000 Other liabilities ............................... 1,616,000 1,905,000 ---------------------------- Total liabilities .................... 349,836,000 325,102,000 ---------------------------- Commitments and Contingencies (Note 13) Stockholders' Equity (Note 9): Preferred stock, stated value of $1.00 per share; shares authorized 500,000; shares issued none .................................. - - - - Common stock, no par value; shares authorized 6,000,000; shares issued 1,832,429 ........... 200,000 200,000 Additional paid-in capital ...................... 4,349,000 4,408,000 Retained earnings ............................... 27,585,000 25,460,000 Accumulated other comprehensive income (loss), net .......................................... (649,000) 708,000 Less cost of common shares acquired for the treasury, 1999, 295,728; 1998, 300,005 ....... (10,292,000) (10,467,000) ---------------------------- Total stockholders' equity ........... 21,193,000 20,309,000 ---------------------------- Total liabilities and stockholders' equity ............................$ 371,029,000 $ 345,411,000 ============================ See Notes to Consolidated Financial Statements. CONSOLIDATED STATEMENTS OF INCOME Years Ended December 31, 1999, 1998, and 1997 1999 1998 1997 - -------------------------------------------------------------------------------- Interest income: Interest and fees on loans: Taxable ........................$ 20,972,000 $ 19,044,000 $ 16,464,000 Nontaxable ..................... 155,000 176,000 224,000 Interest and dividends on investment securities available for sale: Taxable ........................ 2,742,000 2,633,000 3,246,000 Nontaxable ..................... 865,000 848,000 732,000 Interest on federal funds sold and other overnight investments .... 392,000 870,000 480,000 Other ............................. 1,000 19,000 12,000 ----------------------------------------- Total interest income ...... 25,127,000 23,590,000 21,158,000 ----------------------------------------- Interest expense: Interest on deposits .............. 9,457,000 9,676,000 9,058,000 Interest on notes payable ......... 522,000 368,000 - - Interest on other borrowed funds .. 3,858,000 2,855,000 1,444,000 ----------------------------------------- Total interest expense ..... 13,837,000 12,899,000 10,502,000 ----------------------------------------- Net interest income ........ 11,290,000 10,691,000 10,656,000 Provision for loan losses (Note 4) ... 406,000 125,000 4,000 ----------------------------------------- Net interest income after provision for loan losses .. 10,884,000 10,566,000 10,652,000 ----------------------------------------- Other income: Trust department .................. 351,000 343,000 328,000 Service fees ...................... 1,224,000 1,131,000 975,000 Investment securities gains, net .. 4,000 18,000 - - Other ............................. 443,000 383,000 393,000 ----------------------------------------- Total other income ......... 2,022,000 1,875,000 1,696,000 ----------------------------------------- Operating expenses: Salaries and employee benefits .... 4,577,000 4,323,000 4,276,000 Occupancy expenses, net ........... 701,000 700,000 699,000 Equipment expenses ................ 628,000 604,000 472,000 Office supplies, printing, and postage ........................ 409,000 419,000 399,000 Computer costs .................... 440,000 407,000 414,000 Advertising and business promotion ...................... 167,000 163,000 157,000 Other operating expenses .......... 1,020,000 1,017,000 1,130,000 ----------------------------------------- Total operating expenses ...$ 7,942,000 $ 7,633,000 $ 7,547,000 ----------------------------------------- Income before income taxes .$ 4,964,000 $ 4,808,000 $ 4,801,000 Income taxes (Note 11) ............... 1,552,000 1,526,000 1,521,000 ----------------------------------------- Net income .................$ 3,412,000 $ 3,282,000 $ 3,280,000 ========================================= Weighted average common shares ....... 1,531,391 1,628,447 1,758,883 Weighted average common and common equivalent shares, assuming dilution .......................... 1,531,391 1,628,447 1,801,022 Net income per common share (Note 12): Basic .............................$ 2.23 $ 2.02 $ 1.86 ========================================= Diluted ...........................$ 2.23 $ 2.02 $ 1.82 ========================================= Dividends declared per share .........$ 0.84 $ 0.84 $ 0.78 ========================================= See Notes to Consolidated Financial Statements. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY Years Ended December 31, 1999, 1998, and 1997 Common Stock Additional ----------------------- Paid-In Retained Number Amount Capital Earnings - --------------------------------------------------------------------------------------------------------------- Balance, December 31, 1996 ................................ 1,800,000 $ 200,000 $ 3,872,000 $ 21,621,000 Comprehensive income: Net income .......................................... - - - - - - 3,280,000 Other comprehensive income, net of tax, unrealized gains on securities available for sale, net of reclassification adjustment (Note 2) ............................... - - - - - - - - Comprehensive income Cash dividends declared, $.78 per share ................ - - - - - - (1,379,000) Purchase of common stock for the treasury .............. - - - - - - - - Sale of common stock to the ESOP ....................... 4,615 - - 120,000 - - Issuance of 95,590 shares upon exercise of stock options ............................................. 27,814 - - 448,000 - - ---------------------------------------------------- Balance, December 31, 1997 ................................ 1,832,429 $ 200,000 $ 4,440,000 $ 23,522,000 Comprehensive income: Net income .......................................... - - - - - - 3,282,000 Other comprehensive income, net of tax, unrealized gains on securities available for sale, net of reclassification adjustment (Note 2) . - - - - - - - - Comprehensive income Cash dividends declared, $.84 per share ................ - - - - - - (1,344,000) Purchase of common stock for the treasury .............. - - - - - - - - Sale of common stock to the ESOP ....................... - - - - (32,000) - - Other sales of common stock ............................ - - - - - - - - ---------------------------------------------------- Balance, December 31, 1998 ................................ 1,832,429 $ 200,000 $ 4,408,000 $ 25,460,000 Comprehensive income: Net income .......................................... - - - - - - 3,412,000 Other comprehensive (loss), net of tax, unrealized (losses) on securities available for sale, net of reclassification adjustment (Note 2) . - - - - - - - - Comprehensive income Cash dividends declared, $.84 per share ................ - - - - - - (1,287,000) Purchase of common stock for the treasury .............. - - - - - - - - Sale of common stock to the ESOP ....................... - - - - (59,000) - - ---------------------------------------------------- Balance, December 31, 1999 ................................ 1,832,429 $ 200,000 $ 4,349,000 $ 27,585,000 ==================================================== CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY Years Ended December 31, 1999, 1998 and 1997 Accumulated Other Compre- hensive Income Treasury Stock Compre- --------------------- hensive (Loss) Number Amount Income Total ----------------------------------------------------------------- Balance, December 31, 1996 ................................$ 81,000 59,452 $ 576,000 $ 25,198,000 Comprehensive income: Net income .......................................... - - - - - - $ 3,280,000 3,280,000 Other comprehensive income, net of tax, unrealized gains on securities available for sale, net of reclassification adjustment (Note 2) ............................... 382,000 - - - - 382,000 382,000 ------------- Comprehensive income ........................ $ 3,662,000 ============= Cash dividends declared, $.78 per share ................ - - - - - - (1,379,000) Purchase of common stock for the treasury .............. - - 8,324 174,000 (174,000) Sale of common stock to the ESOP ....................... - - - - - - 120,000 Issuance of 95,590 shares upon exercise of stock options ............................................. - - (67,776) (750,000) 1,198,000 --------------------------------------- ------------- Balance, December 31, 1997 ................................$ 463,000 - - $ - - $ 28,625,000 Comprehensive income: Net income .......................................... - - - - - - $ 3,282,000 3,282,000 Other comprehensive income, net of tax, unrealized gains on securities available for sale, net of reclassification adjustment (Note 2) .. 245,000 - - - - 245,000 245,000 ------------- Comprehensive income ......................... $ 3,527,000 ============= Cash dividends declared, $.84 per share ................. - - - - - - (1,344,000) Purchase of common stock for the treasury ............... - - 308,199 10,753,000 (10,753,000) Sale of common stock to the ESOP ........................ - - (8,064) (282,000) 250,000 Other sales of common stock ............................. - - (130) (4,000) 4,000 -------------------------------------- ------------- Balance, December 31, 1998 ................................$ 708,000 300,005 $ 10,467,000 $ 20,309,000 Comprehensive income: Net income .......................................... - - - - - - $ 3,412,000 3,412,000 Other comprehensive (loss), net of tax, unrealized (losses) on securities available for sale, net of reclassification adjustment (Note 2) . (1,357,000) - - - - (1,357,000) (1,357,000) ------------- Comprehensive income ........................ $ 2,055,000 ============= Cash dividends declared, $.84 per share ................ - - - - - - (1,287,000) Purchase of common stock for the treasury .............. - - 3,130 84,000 (84,000) Sale of common stock to the ESOP ....................... - - (7,407) (259,000) 200,000 --------------------------------------- ------------- Balance, December 31, 1999 ................................$ (649,000) 295,728 $ 10,292,000 $ 21,193,000 ======================================= ============= See Notes to Consolidated Financial Statements. IOWA FIRST BANCSHARES CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS Years Ended December 31, 1999, 1998, and 1997 1999 1998 1997 - ------------------------------------------------------------------------------------------------------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income .......................................$ 3,412,000 $ 3,282,000 $ 3,280,000 Adjustments to reconcile net income to net cash provided by operating activities: Proceeds from loans sold to FHLMC ............. 2,093,000 925,000 572,000 Loans underwritten for FHLMC .................. (2,079,000) (918,000) (568,000) Gains on loans sold to FHLMC .................. (14,000) (7,000) (4,000) Provision for loan losses ..................... 406,000 125,000 4,000 Investment securities gains, net .............. (4,000) (18,000) - - Depreciation .................................. 639,000 631,000 520,000 Deferred income taxes ......................... (125,000) 12,000 46,000 Amortization of premiums and accretion of discounts on investment securities, net ......................................... 131,000 134,000 188,000 Changes in assets and liabilities: (Increase) in accrued interest receivable ... (222,000) (262,000) (168,000) Net (increase) in other assets .............. (137,000) (271,000) (267,000) Net increase (decrease) in other liabilities .............................. 37,000 (73,000) (58,000) -------------------------------------------- Net cash provided by operating activities ............................ 4,137,000 3,560,000 3,545,000 -------------------------------------------- CASH FLOWS FROM INVESTING ACTIVITIES: Net (increase) in interest-bearing deposits at financial institutions ..................... (20,000) (48,000) 464,000 Net (increase) in federal funds sold and other overnight deposits ...................... (3,245,000) (2,760,000) (2,532,000) Proceeds from sales, maturities, calls, and paydowns of available for sale securities ..... 19,115,000 22,161,000 26,578,000 Purchase of available for sale securities ........ (25,646,000) (15,100,000) (24,032,000) Net (increase) in loans .......................... (17,080,000) (41,760,000) (25,249,000) Purchases of bank premises and equipment ......... (237,000) (434,000) (2,049,000) -------------------------------------------- Net cash (used in) investing activities ............................$ (27,113,000) $ (37,941,000) $ (26,820,000) -------------------------------------------- CASH FLOWS FROM FINANCING ACTIVITIES: Net increase (decrease) in noninterest- bearing deposits ..............................$ 2,745,000 $ 6,218,000 $ (5,233,000) Net increase in interest-bearing deposits ........ 4,981,000 12,846,000 9,663,000 Proceeds from notes payable ...................... 250,000 9,250,000 - - Repayment of notes payable ....................... (631,000) (2,000,000) - - Net increase (decrease) in securities sold under agreements to repurchase ................ (1,019,000) 1,386,000 (1,194,000) Net increase (decrease) in treasury tax and loan open note ................................ 2,048,000 (1,293,000) (488,000) Advances from Federal Home Loan Bank ............. 20,300,000 22,650,000 20,900,000 Payments of advances from Federal Home Loan Bank ..................................... (3,652,000) (1,145,000) (1,905,000) Cash dividends paid .............................. (1,286,000) (1,398,000) (1,336,000) Purchases of common stock for the treasury ....... (84,000) (10,753,000) (174,000) Issuance of common stock ......................... 200,000 254,000 1,318,000 -------------------------------------------- Net cash provided by financing activities ............................ 23,852,000 36,015,000 21,551,000 -------------------------------------------- Net increase (decrease) in cash and due from banks .................... 876,000 1,634,000 (1,724,000) Cash and due from banks: Beginning ........................................ 14,273,000 12,639,000 14,363,000 -------------------------------------------- Ending ...........................................$ 15,149,000 $ 14,273,000 $ 12,639,000 ============================================ Supplemental Disclosures of Cash Flow Information, cash payments for: Interest .........................................$ 13,743,000 $ 12,965,000 $ 10,460,000 Income taxes ..................................... 1,671,000 1,400,000 1,655,000 Supplemental Schedule of Noncash Investing and Financing Activities, change in accumulated other comprehensive income, unrealized gain (loss) on securities available for sale, net .......................... (1,357,000) 245,000 382,000 See Notes to Consolidated Financial Statements. IOWA FIRST BANCSHARES CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL SSTATEMENTS - -------------------------------------------------------------------------------- Note 1. Nature of Business and Significant Accounting Policies Nature of business: Iowa First Bancshares Corp. (the "Company") is a bank holding company headquartered in Muscatine, Iowa. The Company owns the outstanding stock of two national banks, First National Bank of Muscatine and First National Bank in Fairfield. First National Bank of Muscatine has a total of five locations in Muscatine, Iowa. First National Bank in Fairfield has two locations in Fairfield, Iowa. Each bank is engaged in the general commercial banking business and provides full service banking to individuals and businesses, including checking, savings and other deposit accounts, commercial loans, consumer loans, real estate loans, safe deposit facilities, transmitting of funds, trust services, and such other banking services as are usual and customary for commercial banks. Significant accounting policies: Accounting estimates: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. A significant estimate which is particularly susceptible to change in a short period of time relates to the determination of the allowance for loan losses. Actual results could differ from those estimates. Principles of consolidation: The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, First National Bank of Muscatine and First National Bank in Fairfield (Banks). All material intercompany accounts and transactions have been eliminated in consolidation. Presentation of cash flows: For purposes of reporting cash flows, cash and due from banks includes cash on-hand, amounts due from banks, and cash items in process of clearing. Cash flows from interest-bearing deposits at financial institutions, federal funds sold and other overnight investments, loans, deposits, securities sold under agreements to repurchase, and treasury tax and loan open note are reported net. Cash and due from banks: The Banks are required by federal banking regulations to maintain certain cash and due from bank reserves. The reserve requirement was approximately $1,678,000 and $1,719,000 at December 31, 1999 and 1998, respectively. Investment securities available for sale: Securities available for sale are accounted for at fair value and the unrealized holding gains or losses are presented as a separate component of accumulated other comprehensive income, net of their deferred income tax effect. Realized gains and losses, determined using the specific-identification method, are included in earnings. Declines in the fair value of individual available-for-sale securities below their cost that are other than temporary would result in write-downs of the individual securities to their fair value. The related write-downs would be included in earnings as realized losses. Premiums and discounts are recognized in interest income using the interest method over the expected life of the security. There were no investments held to maturity or for trading purposes as of December 31, 1999 or 1998. Loans: Loans are stated at the amount of unpaid principal, reduced by unearned discount and an allowance for loan losses. The Banks record impaired loans at the present value of expected future cash flows discounted at the loan's effective interest rate, or as an expedient, at the loan's observable market price or the fair value of the collateral if the loan is collateral dependent. A loan is impaired when it is probable the creditor will be unable to collect all contractual principal and interest payments due in accordance with the terms of the loan agreement. The Banks recognize interest income on impaired loans on a cash basis. The allowance for loan losses is maintained at the level considered adequate by management of the Banks to provide for losses that can be reasonably anticipated. The allowance is increased by provisions charged to operating expense and reduced by net charge-offs. In determining the adequacy of the allowance balance the Banks make continuous evaluations of the loan portfolio and related off-balance sheet commitments, consider current economic conditions, historical loan loss experience, review of specific problem loans and other factors. Unearned interest on discounted loans is amortized to income over the life of the loans, using the interest method. For all other loans, interest is accrued daily on the outstanding balances. Accrual of interest is discontinued on a loan when management believes, after considering collection efforts and other factors, that the borrower's financial condition is such that collection of interest is doubtful. Generally this occurs when the collection of interest or principal has become 90 days past due. Direct loan origination fees and costs are generally being deferred and the net amounts amortized as an adjustment of the related loan's or lease's yield. The Banks generally amortize these amounts over the contractual life. Commitment fees based upon a percentage of customers' unused lines of credit and fees related to standby letters of credit are not significant. Bank premises and equipment: Bank premises and equipment are stated at cost less accumulated depreciation. Depreciation is computed primarily by the straight-line method based on the estimated useful lives. Other assets: Other real estate (ORE), which is included in other assets, represents properties acquired through foreclosure, in-substance foreclosure or other proceedings. ORE is recorded at the lower of the amount of the loan or fair value of the properties. Any write-down to fair value at the time of transfer to ORE is charged to the allowance for loan losses. Property is evaluated regularly to ensure that the recorded amount is supported by the current fair value. Subsequent write-downs to fair value are charged to earnings. Income taxes: The Company files its tax return on a consolidated basis with its subsidiary banks. The entities follow the direct reimbursement method of accounting for income taxes under which income taxes or credits which result from the subsidiary banks' inclusion in the consolidated tax return are paid to or received from the parent company. Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Trust assets: Trust assets (other than cash deposits) held by the Banks in fiduciary or agency capacities for its customers are not included in the accompanying consolidated balance sheets since such items are not assets of the Banks. Earnings per share: Basic earnings per share is arrived at by dividing net income by the weighted average number of shares of common stock outstanding for the respective period. Diluted earnings per share is arrived at by dividing net income by the weighted average number of common stock and common stock equivalents outstanding for the respective period. Current accounting developments: The Financial Accounting Standards Board has issued Statement No. 133 "Accounting for Derivative Instruments and Hedging Activities" which is effective for all fiscal quarters of fiscal years beginning after June 15, 2000. This Statement establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts and for hedging activities. It requires that an entity recognize all derivatives as either assets or liabilities in the statement of financial position and measure those instruments at fair value. The accounting for changes in the fair value of a derivative depends on the intended use of the derivative and the resulting designation. Management believes that adoption of this Statement will not have an effect on the consolidated financial statements. Note 2. Comprehensive Income Comprehensive income is defined as the change in equity during a period from transactions and other events from non-owner sources. Comprehensive income is the total of net income and other comprehensive income, which for the Company is comprised entirely of unrealized gains and losses on securities available for sale. Other comprehensive income is comprised as follows: Tax Before Expense Net Tax (Benefit) of Tax --------------------------------------- Year Ended December 31, 1999 --------------------------------------- Unrealized (losses) on securities available for sale: Unrealized holding gains arising during the year ..................$ (2,161,000) $ (807,000) $ (1,354,000) Less, reclassification adjustment for gains included in net income ...... 4,000 1,000 3,000 --------------------------------------- Other comprehensive (loss) .....$ (2,165,000) $ (808,000) $ (1,357,000) ======================================= Year Ended December 31, 1998 --------------------------------------- Unrealized gains on securities available for sale: Unrealized holding gains arising during the year ...................$ 410,000 $ 154,000 $ 256,000 Less, reclassification adjustment for gains included in net income ...... 18,000 7,000 11,000 --------------------------------------- Other comprehensive income .....$ 392,000 $ 147,000 $ 245,000 ======================================= Year Ended December 31, 1997 --------------------------------------- Unrealized gains on securities available for sale: Unrealized holding gains arising during the year ...................$ 608,000 $ 226,000 $ 382,000 Less, reclassification adjustment for gains included in net income ...... - - - - - - --------------------------------------- Other comprehensive income .....$ 608,000 $ 226,000 $ 382,000 ======================================= Note 3. Investment Securities Available For Sale The amortized cost and fair value of investment securities available for sale as of December 31, 1999 and 1998 are summarized as follows: Gross Gross Amortized Unrealized Unrealized Fair Cost Gains Losses Value -------------------------------------------------- December 31, 1999 -------------------------------------------------- U.S. Treasury securities .....$ 8,007,000 $ 16,000 $ (52,000) $ 7,971,000 U.S. government agencies ..... 26,769,000 33,000 (666,000) 26,136,000 Mortgage-backed securities ... 1,782,000 - - (25,000) 1,757,000 State and political subdivisions .............. 19,197,000 70,000 (350,000) 18,917,000 Corporate obligations, including stock ........... 8,230,000 1,000 (62,000) 8,169,000 -------------------------------------------------- $ 63,985,000 $ 120,000 $ (1,155,000) $ 62,950,000 ================================================== December 31, 1998 -------------------------------------------------- U.S. Treasury securities .....$ 11,500,000 $ 212,000 $ - - $ 11,712,000 U.S. government agencies ..... 17,732,000 286,000 (4,000) 18,014,000 Mortgage-backed securities ... 4,135,000 47,000 (1,000) 4,181,000 State and political subdivisions .............. 18,083,000 562,000 (4,000) 18,641,000 Corporate obligations, including stock ........... 6,131,000 32,000 - - 6,163,000 -------------------------------------------------- $ 57,581,000 $1,139,000 $ (9,000) $ 58,711,000 ================================================== The amortized cost and fair value of investment securities available for sale as of December 31, 1999, by contractual maturity, are shown below. Expected maturities may differ from contractual maturities for mortgage-backed securities because the mortgages underlying the securities may be prepaid without any penalties. Therefore, these securities are not included in the maturity categories in the following summary. Stocks are also excluded from the maturity categories as there is no fixed maturity date. Amortized Fair Cost Value --------------------------- Securities available for sale: Due in one year or less ..........................$ 9,842,000 $ 9,833,000 Due after one year through five years ............ 32,182,000 31,564,000 Due after five years through ten years ........... 12,728,000 12,481,000 Due after ten years .............................. 3,994,000 3,858,000 --------------------------- 58,746,000 57,736,000 Mortgage-backed securities ....................... 1,782,000 1,757,000 Stock ............................................ 3,457,000 3,457,000 --------------------------- $ 63,985,000 $ 62,950,000 =========================== Investment securities with a carrying value of $18,429,000 and $18,085,000 as of December 31, 1999 and 1998, respectively, are pledged on public deposits, securities sold under agreements to repurchase, trust deposits and for other purposes as required or permitted by law. Proceeds from the sale of securities available for sale were $503,000 during 1999; $2,199,000 during 1998; and $7,125,000 during 1997. Gross gains and losses realized on sales in 1999 were $4,000 and none, respectively. Gross gains and losses realized on sales in 1998 were $21,000 and $3,000, respectively. Gross gains and losses realized on sales in 1997 were $7,000 and $7,000, respectively. Note 4. Loans The composition of loans is summarized as follows: December 31, ----------------------------- 1999 1998 ----------------------------- Commercial .......................................$ 101,079,000 $ 94,724,000 Agricultural ..................................... 27,810,000 26,685,000 Real estate: Construction .................................. 3,708,000 2,598,000 Mortgage ...................................... 105,068,000 95,535,000 Tax exempt, mortgage .......................... 2,581,000 2,337,000 Installment ...................................... 29,814,000 31,268,000 Other ............................................ 63,000 100,000 ----------------------------- Total loans ........................ 270,123,000 253,247,000 Less: Allowance for loan losses ..................... 3,091,000 2,787,000 Unearned discount ............................. 40,000 142,000 ----------------------------- $ 266,992,000 $ 250,318,000 ============================= Loans considered to be impaired are as follows: December 31, ----------------------------- 1999 1998 ----------------------------- Impaired loans for which an allowance has been provided .............................$ 367,000 $ 338,000 Impaired loans for which no allowance has been provided ............................. 136,000 319,000 ----------------------------- Total loans determined to be impaired ......$ 503,000 $ 657,000 ============================= Allowance provided for impaired loans, included in the allowance for loan losses ..............$ 80,000 $ 95,000 ============================= The average recorded investment in impaired loans during 1999 and 1998 was $571,000 and $854,000, respectively. Interest income on impaired loans of $23,000, $20,000, and $12,000 was recognized for cash payments received in 1999, 1998, and 1997, respectively. Nonaccruing loans totaled $503,000 and $657,000 at December 31, 1999 and 1998, respectively. Interest income in the amount of $42,000, $54,000, and $90,000 would have been earned on the nonaccrual loans had they been performing loans in accordance with their original terms during the years ended December 31, 1999, 1998, and 1997, respectively. The interest collected on loans designated as nonaccrual loans and included in income for the years ended December 31, 1999, 1998, and 1997 totaled $23,000, $20,000, and $12,000, respectively. Changes in the allowance for loan losses are summarized as follows: Year Ended December 31, ------------------------------------ 1999 1998 1997 ------------------------------------ Beginning balance ..........................$ 2,787,000 $ 2,604,000 $ 2,803,000 Provisions charged to expense ........... 406,000 125,000 4,000 Recoveries .............................. 227,000 250,000 80,000 ------------------------------------ 3,420,000 2,979,000 2,887,000 Loans charged off ....................... 329,000 192,000 283,000 ------------------------------------ Ending balance .............................$ 3,091,000 $ 2,787,000 $ 2,604,000 ==================================== The Company retains mortgage loan servicing on loans sold into the secondary market which are not included in the accompanying consolidated balance sheets. The unpaid principal balance on these loans was $9,739,000 and $9,672,000 as of December 31, 1999 and 1998, respectively. Custodial escrow balances maintained in connection with these loans were approximately $76,000 and $67,000 as of December 31, 1999 and 1998, respectively. All loans sold are without recourse. Note 5. Bank Premises and Equipment Bank premises and equipment are summarized as follows: Years of Useful Lives December 31, ----------------------------------- 1999 1998 ------------------------- Bank premises (including land of $631,000 each year) ...................... 10-40 $ 6,934,000 $ 6,970,000 Leasehold improvements ...................... 5-15 201,000 201,000 Furniture and equipment ..................... 5-15 2,442,000 2,256,000 ------------------------- 9,577,000 9,427,000 Accumulated depreciation .................... 4,121,000 3,569,000 ------------------------- $ 5,456,000 $ 5,858,000 ========================= Note 6. Deposits The composition of deposits is summarized as follows: December 31, ------------------------------ 1999 1998 ------------------------------ Demand ...........................................$ 86,951,000 $ 84,351,000 NOW accounts ..................................... 32,521,000 36,062,000 Savings .......................................... 20,642,000 21,965,000 Time certificates ................................ 129,458,000 119,468,000 ------------------------------ $ 269,572,000 $ 261,846,000 ============================== Included in interest-bearing deposits are certificates of deposit with a minimum denomination of $100,000 totaling $35,421,000 and $28,508,000 as of December 31, 1999 and 1998, respectively. Maturities of these certificates are summarized as follows: December 31, ------------------------------ 1999 1998 ------------------------------ One to three months ..............................$ 13,654,000 $ 9,818,000 Three to six months .............................. 9,200,000 5,839,000 Six to twelve months ............................. 7,649,000 7,230,000 Over twelve months ............................... 4,918,000 5,621,000 ------------------------------ $ 35,421,000 $ 28,508,000 ============================== At December 31, 1999, the scheduled maturities of all certificates of deposit are as follows: Year ending December 31: 2000 .............................. $ 98,029,000 2001 .............................. 24,683,000 2002 .............................. 4,667,000 2003 .............................. 1,263,000 2004 .............................. 406,000 2005 and thereafter ............... 410,000 ------------ $129,458,000 ============ Note 7. Notes Payable Notes payable are summarized as follows: December 31, ------------------------ 1999 1998 ------------------------ Term note payable to a bank, interest fixed for three years at 1.5% plus adjusted interbank rate (7.41% as of December 31, 1999), due May 4, 2002, with quarterly principal and interest payments of $77,000, secured by stock of subsidiary banks of the Company ............$ 1,919,000 $ 1,750,000 Term note payable to a bank, interest fixed for five years at 1.75% plus rate of five-year U.S. Treasury note (7.36% as of December 31, 1999), due May 4, 2003, with annual principal installments of $550,000, secured by stock of subsidiary banks of the Company ..................... 4,950,000 5,500,000 ------------------------ $ 6,869,000 $ 7,250,000 ======================== The notes payable include certain restrictive covenants. The Company is in compliance with these covenants as of December 31, 1999. For the year ended December 31, 1998, the Company was in compliance or the covenants had been waived as of March 1, 1999. Notes payable are due as follows: Year ending December 31: 2000 .............................. $ 718,000 2001 .............................. 732,000 2002 .............................. 2,119,000 2003 .............................. 3,300,000 ------------ $ 6,869,000 ============ Note 8. Other Borrowed Funds Other borrowed funds consist of the following: December 31, ---------------------------- 1999 1998 ---------------------------- Securities sold under agreements to repurchase .....$ 4,626,000 $ 5,645,000 Federal Home Loan Bank advances .................... 64,621,000 47,973,000 Treasury tax and loan open note .................... 2,211,000 163,000 The treasury tax and loan open note represents overnight borrowings from the Federal Reserve Bank system. The securities sold under agreements to repurchase represent agreements with customers of the Banks which are collateralized with securities of the Banks held by the Federal Home Loan Bank of Des Moines. The Federal Home Loan Bank may sell, loan, or otherwise dispose of such securities to other parties in the normal course of their operations with prior written approval of the Banks, and have agreed to resell to the Banks substantially identical securities at the maturities of the agreements. At December 31, 1999, all but $757,000 of the securities sold under agreements to repurchase mature within twelve months, with $757,000 maturing June 30, 2001. The average and maximum amount outstanding along with the rates of interest related to securities sold under agreements to repurchase are as follows: 1999 1998 ---------------------------- Daily average amount outstanding during the year ...$ 4,988,000 $ 5,412,000 Maximum outstanding as of any month end ............ 6,063,000 6,388,000 Weighted average interest rate during the year ..... 4.84% 5.02% Weighted average interest rate at the end of the year ............................................ 4.99% 4.87% Securities underlying the agreements at the end of the year: Carrying value ..................................$ 8,045,000 $ 10,698,000 Fair value ...................................... 8,045,000 10,698,000 Advances from the Federal Home Loan Bank as of December 31, 1999 bear interest and are due as follows: Interest Rate Balance Due ---------------------------------- Year ending December 31: 2000 ............................. 5.70% - 6.73% $ 7,650,000 2001 ............................. 5.32% - 7.09% 5,100,000 2002 ............................. 6.02% - 7.13% 6,950,000 2003 ............................. 5.52% - 6.67% 4,250,000 2004 ............................. 5.57% - 7.00% 4,350,000 2005 and thereafter .............. 5.00% - 7.39% 36,321,000 ------------- $64,621,000 ============= Nearly all of the advances maturing in 2005 and thereafter have options which allow the Company the right, but not the obligation, to "put" the advances back to the Federal Home Loan Bank. As of December 31, 1998 advances from the Federal Home Loan Bank in the amount of $47,973,000 had interest rates between 5.00% and 7.39% and various maturity dates between 1999 and 2013. First mortgage loans of approximately $91,181,000 and $61,995,000 as of December 31, 1999 and 1998, respectively, are pledged as collateral on Federal Home Loan Bank advances. Note 9. Regulatory Matters The Company and Banks ("Entities") are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory, and possibly additional discretionary, actions by regulators that, if undertaken, could have a direct material effect on the Entities' financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Entities must meet specific capital guidelines that involve quantitative measures of the Entities' assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The Entities' 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 Entities to maintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined), and of Tier I capital (as defined) to average assets (as defined). Management believes, as of December 31, 1999, that the Entities meet all capital adequacy requirements to which they are subject. As of December 31, 1999, the most recent notification from the Office of the Comptroller of the Currency (OCC) categorized the Banks as well capitalized under the regulatory framework for prompt corrective action. As of December 31, 1999 the Company is categorized as adequately capitalized. To be categorized as adequately or well capitalized the Company and Banks must maintain minimum total risk-based, Tier I risk-based, and Tier I leverage ratios as set forth in the table. There are no conditions or events since the OCC notification that management believes have changed the Banks or Company's category. The Company and Banks' actual capital amounts and ratios are presented in the following table. To be Well Capitalized under For Capital Prompt Corrective Actual Adequacy Purposes Action Provisions ------------------------ --------------------- ---------------------- Amount Ratio Amount Ratio Amount Ratio --------------------------------------------------------------------- As of December 31, 1999 Total Capital (to Risk Weighted Assets): Consolidated .........................$ 24,394,000 9.5% $ 20,491,000 >8.0% $25,614,000 >10.0% First National Bank of Muscatine ..... 22,959,000 12.4 14,802,000 >8.0 18,502,000 >10.0 First National Bank in Fairfield ..... 8,394,000 12.0 5,612,000 >8.0 7,014,000 >10.0 Tier 1 Capital (to Risk Weighted Assets): Consolidated ......................... 21,303,000 8.3 10,246,000 >4.0 15,369,000 >6.0 First National Bank of Muscatine ..... 20,645,000 11.2 7,401,000 >4.0 11,102,000 >6.0 First National Bank in Fairfield ..... 7,703,000 11.0 2,806,000 >4.0 4,209,000 >6.0 Tier 1 Capital (to Average Assets): Consolidated ......................... 21,303,000 5.8 14,681,000 >4.0 18,351,000 >5.0 First National Bank of Muscatine ..... 20,645,000 7.6 10,834,000 >4.0 13,543,000 >5.0 First National Bank in Fairfield ..... 7,703,000 8.0 3,835,000 >4.0 4,794,000 >5.0 As of December 31, 1998 Total Capital (to Risk Weighted Assets): Consolidated .........................$ 21,793,000 9.1% $ 19,069,000 >8.0% $23,836,000 >10.0% First National Bank of Muscatine ..... 21,224,000 12.5 13,612,000 >8.0 17,015,000 >10.0 First National Bank in Fairfield ..... 7,810,000 11.7 5,360,000 >8.0 6,699,000 >10.0 Tier 1 Capital (to Risk Weighted Assets): Consolidated ......................... 19,006,000 8.0 9,534,000 >4.0 14,302,000 >6.0 First National Bank of Muscatine ..... 19,095,000 11.2 6,806,000 >4.0 10,209,000 >6.0 First National Bank in Fairfield ..... 7,301,000 10.9 2,680,000 >4.0 4,019,000 >6.0 Tier 1 Capital (to Average Assets): Consolidated ......................... 19,006,000 5.6 13,697,000 >4.0 17,121,000 >5.0 First National Bank of Muscatine ..... 19,095,000 7.7 9,906,000 >4.0 12,383,000 >5.0 First National Bank in Fairfield ..... 7,301,000 7.7 3,771,000 >4.0 4,714,000 >5.0 Current banking law limits the amount of dividends banks can pay. As of December 31, 1999, amounts available for payment of dividends were $4,685,000 and $580,000 for First National Bank of Muscatine and First National Bank in Fairfield, respectively. Regardless of formal regulatory restrictions the Banks may not pay dividends which would result in their capital levels being reduced below the minimum requirements shown above. Note 10. Employee Benefits The Company and bank subsidiaries sponsor an Employee Stock Ownership Plan with 401(k) provisions. This plan owns 92,847 shares of the Company as of December 31, 1999 and covers substantially all employees who have worked at least 1,000 hours any year. An employee, upon termination of employment, has the option of retaining ownership of shares vested pursuant to the plan or selling such shares to the Company. The Company and subsidiary banks match 50% of the amount an employee contributes to the plan up to a maximum of 6% of the employee's pay. Additionally, the Company and subsidiary banks may make profit sharing contributions to the plan which are allocated to the accounts of participants in the plan on the basis of total relative compensation. The amounts expensed for the years ended December 31, 1999, 1998, and 1997 were $302,000, $294,000, and $279,000, respectively. Note 11. Income Taxes The components of income tax expense are as follows: Year Ended December 31, ------------------------------------ 1999 1998 1997 ------------------------------------ Currently paid or payable ..................$ 1,677,000 $ 1,514,000 $ 1,475,000 Deferred income taxes ...................... (125,000) 12,000 46,000 ------------------------------------ $ 1,552,000 $ 1,526,000 $ 1,521,000 ==================================== Income tax expense differs from the amount computed by applying the federal income tax rate to income before income taxes. The reasons for this difference are as follows: Year Ended December 31, ------------------------------------------------------------------ 1999 1998 1997 ------------------------------------------------------------------ % Of % Of % Of Dollar Pretax Dollar Pretax Dollar Pretax Amount Income Amount Income Amount Income ------------------------------------------------------------------- Computed "expected" income tax expense .......... $ 1,737,000 35.0% $ 1,683,000 35.0% $ 1,680,000 35.0% Effect of graduated tax rate ... (50,000) (1.0) (48,000) (1.0) (48,000) (1.0) Tax exempt interest and dividend income, net ........ (314,000) (6.3) (315,000) (6.6) (295,000) (6.1) State income taxes, net ........ 164,000 3.3 159,000 3.3 158,000 3.3 Other .......................... 15,000 0.3 47,000 1.0 26,000 0.5 ------------------------------------------------------------------- $ 1,552,000 31.3% $ 1,526,000 31.7% $ 1,521,000 31.7% =================================================================== Net deferred taxes, included in other assets or other liabilities on the consolidated balance sheets, consist of the following components as of December 31: 1999 1998 ----------------------------- Deferred tax assets: Allowance for loan losses .......................$ 380,000 $ 237,000 Other real estate owned ......................... 13,000 19,000 Securities available for sale ................... 386,000 - - ---------------------------- 779,000 256,000 ---------------------------- Deferred tax liabilities: Securities available for sale ................... - - (422,000) Bank premises and equipment ..................... (102,000) (97,000) Unrealized bond accretion ....................... (16,000) (9,000) Net deferred loan origination fees .............. (54,000) (54,000) ---------------------------- (172,000) (582,000) ---------------------------- Net deferred tax assets (liabilities) ........$ 607,000 $ (326,000) ============================ The net change in 1999 and 1998 deferred income taxes includes $808,000 and $147,000, respectively, which is reflected in stockholders' equity. Note 12. Earnings Per Share The following information was used in the computation of basic and diluted earnings per share: Year Ended December 31, ----------------------------------- 1999 1998 1997 ----------------------------------- Basic and diluted earnings, net income ......$ 3,412,000 $ 3,282,000 $ 3,280,000 ----------------------------------- Weighted average common shares outstanding .. 1,531,391 1,628,447 1,758,883 Weighted average common shares issuable upon conversion of stock options .............. - - - - 42,139 ----------------------------------- Weighted average common and common equivalent shares ..................... 1,531,391 1,628,447 1,801,022 =================================== Note 13. Commitments and Contingencies Financial instruments with off-balance-sheet risk: The Banks are parties to financial instruments with off-balance-sheet risk made in the normal course of business to meet the financing needs of their customers. These financial instruments include commitments to extend credit and standby letters of credit. These instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the balance sheets. The Banks' 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 Banks use the same credit policies in making commitments and conditional obligations as they do for on-balance-sheet instruments. December 31, ---------------------------- 1999 1998 ---------------------------- Financial instruments whose contract amounts represent credit risk: Commitments to extend credit ................... $ 34,986,000 $ 32,556,000 Standby letters of credit ...................... 992,000 1,470,000 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 and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon and some of the commitments will be sold to other financial intermediaries if drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Banks evaluate each customer's credit worthiness on a case-by-case basis. Standby letters of credit are conditional commitments issued by the Banks to guarantee the performance of a customer to a third-party. Those guarantees are primarily issued to support public and private borrowing arrangements and extend for no more than one year. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. Concentration of credit risk: The Banks grant commercial, real estate, and installment loans to customers in the Banks' primary market area which includes Muscatine and Jefferson Counties in Iowa. The Banks have diversified loan portfolios, as set forth in Note 4. The distribution of commitments to extend credit and standby letters of credit approximates the distribution of loans outstanding. The Banks' policies for requiring collateral are consistent with prudent lending practices and anticipate the potential for economic fluctuations. Collateral varies but may include accounts receivable, inventory, property and equipment, residential real estate properties and income producing commercial properties. It is the policy of the Banks to file financing statements and mortgages covering collateral pledged. Contingencies: In the normal course of business, the Banks are involved in various legal proceedings. In the opinion of management, any liability resulting from such proceedings would not have a material adverse effect on the Company's financial statements. Note 14. Related Party Matters Senior officers and directors of the Company and the Banks, principal holders of equity securities of the Company and their associates were indebted to the Banks for loans made in the ordinary course of business. As of December 31, 1999, none of these loans are classified as nonaccrual, past due, or restructured. The activity in such loans during the years ended December 31, 1999 and 1998 is as follows: 1999 1998 ---------------------------- Balance, beginning ................................ $ 8,692,000 $ 7,473,000 Additions ...................................... 13,240,000 11,773,000 Deductions (payments) .......................... (12,582,000) (10,554,000) ---------------------------- Balance, ending ................................... $ 9,350,000 $ 8,692,000 ============================ Note 15. Fair Value of Financial Instruments FASB Statement No. 107 "Disclosures about Fair Value of Financial Instruments" requires disclosure of fair value information about financial instruments, whether or not recognized in the balance sheet, for which it is practicable to estimate that value. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, could not be realized in immediate settlement of the instrument. Statement No. 107 excludes certain financial instruments and all nonfinancial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented do not represent the underlying value of the Company. The following methods and assumptions were used in estimating fair value disclosures for financial instruments in the table below: Cash and due from banks and interest-bearing deposits at financial institutions: The carrying value for cash and due from banks and interest-bearing deposits at financial institutions equal their fair values. Investment securities available for sale: Fair values for investment securities available for sale are based on quoted market prices, where available. If quoted market prices are not available, fair values are based on quoted market prices of comparable instruments. Federal funds sold and other overnight investments: The carrying value for federal funds sold and other overnight investments equal their fair value. Loans: For variable-rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying values. The fair values for certain mortgage loans (i.e., one-to-four family residential) are based on quoted market prices of similar loans sold in conjunction with securitization transactions, adjusted for differences in loan characteristics. The fair values for other loans (i.e., commercial real estate and rental property mortgage loans, commercial and industrial loans, and agricultural loans) are estimated using discounted cash flow analyses, using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality. Accrued interest receivable and payable: The carrying value of accrued interest receivable and payable represents its fair value. Deposits: Fair values for demand deposits (i.e., interest and noninterest checking, passbook savings, and certain types of money market accounts) are, by definition, equal to the amount payable on demand at the reporting date (i.e., their carrying amounts). Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities of time deposits. Notes payable: For variable rate notes payable, the carrying amount is a reasonable estimate of fair value. For fixed rate notes payable, fair values are estimated using a discounted cash flow calculation that applies interest rates currently being offered on similar borrowings. Securities sold under agreements to repurchase and treasury tax and loan open note: For such short-term instruments, the carrying amount is a reasonable estimate of fair value. Federal Home Loan Bank advances: The fair value is estimated using discounted cash flow analysis, employing interest rates currently being quoted by the Federal Home Loan Bank. Commitments to extend credit and standby letters of credit: The fair value of commitments is estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties. For fixed-rate loan commitments, fair value also considers the difference between current levels of interest rates and the committed rates. The fair value of letters of credit is based on fees currently charged for similar agreements or on the estimated cost to terminate them or otherwise settle the obligations with the counterparties at the reporting date. As of December 31, 1999 and 1998, these items are immaterial in nature. Note 15. Fair Value of Financial Instruments (Continued) The carrying amounts and fair values of financial instruments at December 31, 1999 and 1998 are summarized as follows: Carrying Amounts Fair Values --------------------------------------------------------- 1999 1998 1999 1998 --------------------------------------------------------- Financial Assets: Cash and due from banks ............... $ 15,149,000 $ 14,273,000 $ 15,149,000 $ 14,273,000 Interest-bearing deposits at financial institutions ............. 155,000 135,000 155,000 135,000 Investment securities ................. 62,950,000 58,711,000 62,950,000 58,711,000 Federal funds sold .................... 15,800,000 12,555,000 15,800,000 12,555,000 Loans, net of allowance ............... 266,992,000 250,318,000 256,701,000 247,140,000 Accrued interest receivable ........... 2,985,000 2,763,000 2,985,000 2,763,000 Financial Liabilities: Deposits .............................. $ 269,572,000 $ 261,846,000 $ 266,029,000 $ 259,073,000 Notes payable ......................... 6,869,000 7,250,000 6,694,000 7,250,000 Securities sold under agreements to repurchase ........... 4,626,000 5,645,000 4,626,000 5,645,000 Federal Home Loan Bank advances ........................... 64,621,000 47,973,000 61,548,000 49,320,000 Treasury tax and loan open note ............................... 2,211,000 163,000 2,211,000 163,000 Accrued interest payable .............. 989,000 895,000 989,000 895,000 Note 16. Parent Company Only Condensed Financial Information The following is condensed financial information of Iowa First Bancshares Corp. (parent company only): - -------------------------------------------------------------------------------- BALANCE SHEETS (Parent Company Only) December 31, ---------------------------- ASSETS 1999 1998 ---------------------------- Cash ...............................................$ 406,000 $ 491,000 Investment in subsidiaries ......................... 28,238,000 27,699,000 Other assets ....................................... 62,000 37,000 ---------------------------- Total assets .........................$ 28,706,000 $ 28,227,000 =========================== LIABILITIES AND STOCKHOLDERS' EQUITY LIABILITIES: Notes payable ...................................$ 6,869,000 $ 7,250,000 Other liabilities ............................... 644,000 668,000 ---------------------------- 7,513,000 7,918,000 ---------------------------- STOCKHOLDERS' EQUITY: Common stock .................................... 200,000 200,000 Additional paid-in capital ...................... 4,349,000 4,408,000 Retained earnings ............................... 27,585,000 25,460,000 ---------------------------- 32,134,000 30,068,000 Accumulated other comprehensive income (loss), net .......................................... (649,000) 708,000 Less cost of common shares acquired for the treasury ..................................... (10,292,000) (10,467,000) ---------------------------- Total stockholders' equity ................ 21,193,000 20,309,000 ---------------------------- Total liabilities and stockholders' equity ................................. $ 28,706,000 $ 28,227,000 ============================ STATEMENTS OF INCOME (Parent Company Only) Year Ended December 31, ------------------------------------ 1999 1998 1997 ------------------------------------ Operating revenue: Dividends received from subsidiaries ....$ 2,050,000 $ 3,100,000 $ 800,000 Management fees and other income ........ 280,000 323,000 356,000 ------------------------------------ Total operating revenue .............. 2,330,000 3,423,000 1,156,000 Interest expense ........................... 522,000 368,000 - - Operating expenses ......................... 667,000 687,000 659,000 ------------------------------------ Income before income tax (credits), and equity in subsidiaries' undistributed net income ............. 1,141,000 2,368,000 497,000 Applicable income tax (credits) ............ (375,000) (319,000) (180,000) ------------------------------------ 1,516,000 2,687,000 677,000 Equity in subsidiaries' undistributed net income .................................. 1,896,000 595,000 2,603,000 ------------------------------------ Net income ........................$ 3,412,000 $ 3,282,000 $ 3,280,000 ==================================== STATEMENTS OF CASH FLOWS (Parent Company Only) Year Ended December 31, ------------------------------------ 1999 1998 1997 ------------------------------------ CASH FLOWS from OPERATING ACTIVITIES Net income ..............................$ 3,412,000 $ 3,282,000 $ 3,280,000 Adjustments to reconcile net income to net cash provided by operating activities: Equity in subsidiaries' undistributed net income ......................... (1,896,000) (595,000) (2,603,000) Amortization and depreciation ........ 13,000 13,000 10,000 Change in assets and liabilities: (Increase) decrease in other assets .......................... (10,000) 17,000 (7,000) Increase (decrease) in other liabilities ..................... (23,000) (36,000) (101,000) ------------------------------------ Net cash provided by operating activities ................... 1,496,000 2,681,000 579,000 ------------------------------------ CASH FLOWS (USED IN) INVESTING Activities, purchases of other assets ............... (29,000) - - (26,000) ------------------------------------ CASH FLOWS from FINANCING Activities Proceeds from notes payable ............. 250,000 9,250,000 - - Repayment of notes payable .............. (631,000) (2,000,000) - - Cash dividends paid ..................... (1,287,000) (1,398,000) (1,336,000) Purchases of common stock for the treasury ............................. (84,000)(10,753,000) (174,000) Issuance of common stock ................ 200,000 254,000 1,318,000 ------------------------------------ Net cash (used in) financing activities ........................ (1,552,000) (4,647,000) (192,000) ------------------------------------ Net increase (decrease) in cash ... (85,000) (1,966,000) 361,000 Cash: Beginning ............................... 491,000 2,457,000 2,096,000 ------------------------------------ Ending ..................................$ 406,000 $ 491,000 $ 2,457,000 ==================================== IOWA FIRST BANCSHARES CORP. AND SUBSIDIARIES SELECTED CONSOLIDATED FINANCIAL INFORMATION Year Ended December 31, -------------------------------------------------------------------------- 1999 1998 1997 1996 1995 - -------------------------------------------------------------------------------------------------------------------------- Investment securities available for sale .......$ 62,950,000 $ 58,711,000 65,496,000 $ 67,622,000 $ 60,728,000 Loans, net ..................................... 266,992,000 250,318,000 208,683,000 183,438,000 169,342,000 Total assets ................................... 371,029,000 345,411,000 305,783,000 280,461,000 272,830,000 Deposits ....................................... 269,572,000 261,846,000 242,782,000 238,352,000 235,953,000 Notes payable .................................. 6,869,000 7,250,000 - - - - - - Other borrowings ............................... 71,458,000 53,781,000 32,183,000 14,870,000 11,737,000 Stockholders' equity ........................... 21,193,000 20,309,000 28,625,000 25,198,000 23,033,000 Interest income ................................ 25,127,000 23,590,000 21,158,000 20,032,000 18,942,000 Interest expense ............................... 13,837,000 12,899,000 10,502,000 9,598,000 9,051,000 Net interest income ............................ 11,290,000 10,691,000 10,656,000 10,434,000 9,891,000 Provision for loan losses ...................... 406,000 125,000 4,000 160,000 45,000 Investment securities gains, net ............... 4,000 18,000 - - 4,000 3,000 Other income ................................... 2,018,000 1,857,000 1,696,000 1,760,000 1,573,000 Operating expenses ............................. 7,942,000 7,633,000 7,547,000 6,857,000 6,877,000 Income before income taxes ..................... 4,964,000 4,808,000 4,801,000 5,181,000 4,545,000 Income taxes ................................... 1,552,000 1,526,000 1,521,000 1,716,000 1,495,000 Net income ..................................... 3,412,000 3,282,000 3,280,000 3,465,000 3,050,000 Per common share (*): Net income: Basic ....................................$ 2.23 $ 2.02 $ 1.86 $ 2.02 $ 1.77 Diluted .................................. 2.23 2.02 1.82 1.95 1.71 Cash dividends declared ..................... 0.84 0.84 0.78 0.68 0.53 Cash dividends declared as a percentage of net income ................................ 38% 42% 43% 35% 31% Weighted average common shares ................. 1,531,391 1,628,447 1,758,883 1,712,574 1,724,028 Weighted average common and common equivalent shares, assuming dilution ................... 1,531,391 1,628,447 1,801,022 1,776,680 1,779,021 *All per share and weighted average common share information has been adjusted to reflect the three-for-one stock split which occurred in July 1996. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Iowa First Bancshares Corp. (Company) is a bank holding company providing bank and bank related services through its wholly-owned subsidiaries, First National Bank of Muscatine (Muscatine) and First National Bank in Fairfield (Fairfield). Total average assets of the Company increased 8.4% in 1999, 13.5% in 1998, and 6.0% in 1997. The distribution of average assets, liabilities and stockholders' equity and interest rates, and interest differential was as follows (dollar amounts in thousands and income and rates on a fully taxable equivalent basis using statutory tax rates in effect for the year presented): 1999 1998 1997 ------------------------------ ----------------------------- ----------------------------- Average Average Average ASSETS Balance Interest Rate Balance Interest Rate Balance Interest Rate - ------------------------------------------------------------------------------------------------------------------------------- Taxable loans, net ..................$ 260,993 $ 20,972 8.04% $ 228,491 $ 19,044 8.33% $ 190,778 $ 16,464 8.63% Taxable investment securities available for sale ................ 45,286 2,742 6.05 42,694 2,633 6.17 53,114 3,246 6.11 Nontaxable investment securities and loans ............................ 20,893 1,545 7.39 20,374 1,552 7.62 18,431 1,448 7.86 Federal funds sold and other overnight investments ............. 7,736 393 5.08 16,083 889 5.53 8,628 492 5.70 --------------------- --------------------- --------------------- Total interest-earning assets . 334,908 25,652 7.66 307,642 24,118 7.84 270,951 21,650 7.99 ---------- ---------- ---------- Cash and due from banks ............. 12,587 12,462 11,254 Bank premises and equipment, net .... 5,662 5,976 5,316 Other assets ........................ 4,064 3,511 2,863 ---------- ---------- ---------- Total .........................$ 357,221 $ 329,591 $ 290,384 ========== ========== ========== LIABILITIES Deposits: Interest-bearing demand ..........$ 97,230 $ 2,980 3.06 $ 95,243 $ 2,996 3.15 $ 87,926 $ 2,686 3.05 Time ............................. 124,722 6,477 5.19 120,762 6,680 5.53 114,805 6,372 5.55 Notes payable ....................... 7,051 522 7.40 5,040 368 7.30 - - - - - - Other borrowings .................... 62,685 3,858 6.15 45,762 2,855 6.24 22,909 1,444 6.30 --------------------- --------------------- --------------------- Total interest-bearing liabilities ................... 291,688 13,837 4.74 266,807 12,899 4.83 225,640 10,502 4.65 ---------- ---------- ---------- Noninterest-bearing deposits ........ 42,526 37,756 35,930 Other liabilities ................... 2,191 1,879 2,212 ---------- ---------- ---------- Total liabilities ............. 336,405 306,442 263,782 STOCKHOLDERS' EQUITY ................ 20,816 23,149 26,602 ---------- ---------- ---------- Total .........................$ 357,221 $ 329,591 $ 290,384 ========== ========== ========== Net interest earnings ............... $ 11,815 $ 11,219 $ 11,148 ========== ========== ========== Net yield (net interest earnings divided by total interest- earning assets) ............... 3.53% 3.65% 4.11% ======== ======== ======== The net interest margin decreased in 1999 (from 3.65% in 1998 to 3.53% in 1999). The return on average interest-earning assets decreased eighteen basis points (from 7.84% in 1998 to 7.66% in 1999) and interest paid on average interest-bearing liabilities decreased nine basis points (from 4.83% in 1998 to 4.74% in 1999). Average interest-earning assets to total assets increased in 1999 to 93.75% from 93.34% in 1998. The Company has been successful in growing earning assets, especially taxable loans, however, competition limits the net interest earnings achievable from such growth. The net interest margin decreased in 1998 (from 4.11% in 1997 to 3.65% in 1998). The return on average interest-earning assets decreased fifteen basis points (from 7.99% in 1997 to 7.84% in 1998) and interest paid on average interest-bearing liabilities increased eighteen basis points (from 4.65% in 1997 to 4.83% in 1998). Average interest-earning assets to total assets remained the same in 1998 as 1997 at 93.3%. The net interest margin decreased in 1997 (from 4.25% in 1996 to 4.11% in 1997). The return on average interest-earning assets decreased one basis point (from 8% in 1996 to 7.99% in 1997) and interest paid on average interest-bearing liabilities increased sixteen basis points (from 4.49% in 1996 to 4.65% in 1997). Average interest-earning assets to total average assets decreased to 93.3% during 1997 compared to 93.4% the previous year. FINANCIAL CONDITION: Investment Securities --------------------- Investment securities at December 31, 1999 were approximately 13% U.S. Treasury securities, 41% U.S. government agency securities, 3% mortgage-backed securities, 30% states and political subdivisions, and 13% corporate obligations. The reduction in percentage of total investment securities represented by U.S. Treasury securities and mortgage-backed securities is due to management's assessment that better value can be achieved with U.S. government agencies, states and political subdivisions, and corporate obligations. These three categories accounted for 84% of the total investment securities at December 1999 compared to 73% the prior year. The bond market experienced one of its worst performing years in decades, with yields at year-end appreciably higher than those available at the beginning of the year. Investment securities at December 31, 1998 were approximately 20% U.S. Treasury securities, 31% U.S. government agency securities, 7% mortgage-backed securities, 32% states and political subdivisions, and 10% corporate obligations. The reduction from 14% last year to 7% in 1998 for mortgage-backed securities coupled with the increase from 27% to 32% for states and political subdivisions reflects management's analysis of relative value in the current interest rate and overall market conditions. Investment securities at December 31, 1997 were approximately 20% U.S. Treasury securities, 29% U.S. government agency securities, 14% mortgage-backed securities, 27% states and political subdivisions, and 10% corporate obligations. The 1997 increase in the portfolio percentage devoted to states and political subdivisions securities reflected the higher yields which were available on these types of investments compared to treasuries and agencies. The fair value of investment securities available for sale at the date indicated are summarized as follows (dollar amounts in thousands): December 31, ------------------------------ 1999 1998 1997 ------------------------------ U.S. Treasury ....................................$ 7,971 $ 11,712 $ 13,099 U.S. government agencies ......................... 26,136 18,014 19,019 Mortgage-backed securities ....................... 1,757 4,181 9,272 State and political subdivisions ................. 18,917 18,641 17,829 Corporate obligations, including stock ........... 8,169 6,163 6,277 ------------------------------ $ 62,950 $ 58,711 $ 65,496 ============================== The following table shows the maturities of investment securities available for sale at December 31, 1999 and the weighted average yields of such securities (dollar amounts in thousands): After One, But After Five, But After Ten Years Within one Year Within Five Years Within Ten Years or Nonmaturing ------------------------------------------------------------------------- Amount Yield Amount Yield Amount Yield Amount Yield ------------------------------------------------------------------------- U.S. Treasury ....................... $ 3,979 5.73% $ 3,992 5.81% $ - - - -% $ - - - -% U.S. government agencies ............ 2,387 5.87 18,615 6.07 4,572 6.31 562 5.81 Mortgage-backed securities .......... 216 5.74 1,541 6.56 - - - - - - - - States and political subdivisions ... 1,887 7.70 5,835 6.60 7,909 7.40 3,286 7.38 Corporate obligations, including stock ............................. 1,580 6.39 3,122 6.36 - - - - 3,467 6.33 --------- --------- --------- --------- $ 10,049 $ 33,105 $ 12,481 $ 7,315 ========= ========= ========= ========= The weighted average yields in the previous table are calculated on the basis of the carrying value and effective yields weighted for the scheduled maturity of each security. Weighted average yields on tax exempt securities have been computed on a fully taxable equivalent basis using the federal statutory tax rate of 34%, the rate in effect for the year ended December 31, 1999, and excluding the interest expense allocated to carry certain tax-exempt securities. All stock is included in the after ten years or nonmaturing category. In 1999, the yield on taxable investment securities decreased twelve basis points due to reinvesting matured, called, and sold securities in investments yielding less than the taxable investments removed from the balance sheet. The 1999 yield on nontaxable investment securities and loans decreased 23 basis points largely as a result of normal maturation of relatively high yield nontaxable investment securities and loans with reinvestment in obligations of states and political subdivisions at rates higher than other comparable investment securities but lower than the matured nontaxable securities and loans had yielded. At December 31, 1999, no state or political subdivision securities amortized cost or market value exceeded 10% of stockholders' equity. Loans ----- Loans outstanding (net of unearned discount) at December 31, 1999 increased 6.7% from December 31, 1998. The amounts of loans outstanding, net of unearned discount, at the indicated dates is shown in the following table according to the type of loans (dollar amounts in thousands): December 31, ------------------------------------------------------- 1999 1998 1997 1996 1995 ------------------------------------------------------- Commercial ...........................$ 101,079 $ 94,724 $ 79,968 $ 73,681 $ 62,399 Agricultural ......................... 27,810 26,685 20,494 17,555 16,792 Real estate, construction ............ 3,708 2,598 2,120 2,970 1,187 Real estate, mortgage ................ 105,068 95,535 76,904 60,241 56,475 Tax exempt, real estate mortgage ..... 2,581 2,337 3,118 3,485 3,735 Installment, net of unearned ......... 29,774 31,126 28,227 28,100 30,359 discount Lease financing, net ................. - - - - - - - - 369 Other ................................ 63 100 456 209 335 ------------------------------------------------------ $ 270,083 $ 253,105 $ 211,287 $ 186,241 $ 171,651 ====================================================== The following loan categories outstanding at December 31, 1999 mature as follows (dollar amounts in thousands): After One Year, But Amount One Year Within After Of Loans Or Less Five Years Five Years ------------------------------------------------ Commercial .....................$ 101,079 $ 50,175 $ 31,180 $ 19,724 Agricultural ................... 27,810 14,966 6,353 6,491 Real estate, construction ...... 3,708 3,570 82 56 ------------------------------------------------ $ 132,597 $ 68,711 $ 37,615 $ 26,271 ================================================ The interest rates on the amount due after one year that are fixed or adjustable are as follows (dollar amounts in thousands): Fixed Adjustable ----------------------------- Commercial ........................................ $ 39,580 $ 11,324 Agricultural ...................................... 11,528 1,316 Real estate, construction ......................... 138 - - ----------------------------- $ 51,246 $ 12,640 ============================= During 1999 commercial loans increased by $6,355,000 or 6.7%, construction real estate loans increased by $1,110,000 or 42.7%, mortgage real estate loans increased by $9,533,000 or 10.0%, agricultural loans increased $1,125,000 or 4.2%, and net installment loans decreased by $1,352,000 or 4.3%. Overall loan growth of $16,978,000 or 6.7% was quite strong, however, competition from other lenders resulted in lower margins on this growth. Management continues to search for quality growth in all loan categories. The Company sells some real estate loans to the secondary market resulting in increased fee income and reduced interest rate risk. Loan Risk Elements Nonaccrual, Past Due and Restructured Loans -------------------------------------------------------------- The following table presents information concerning the aggregate amount of nonperforming loans. Nonperforming loans comprise (a) loans accounted for on a nonaccrual basis; (b) accruing loans contractually past due 90 days or more as to interest or principal payments (but not included in the nonaccrual loans in (a) above); and (c) other loans whose terms have been renegotiated to provide a reduction or deferral of interest or principal because of a deterioration in the financial position of the borrower (exclusive of loans in (a) or (b) above) (dollar amounts in thousands): December 31, ---------------------------------------- 1999 1998 1997 1996 1995 ---------------------------------------- Loans accounted for on a nonaccrual basis ..................$ 503 $ 657 $ 1,144 $ 855 $ 883 Accrual loans contractually past due 90 days or more ............. 49 346 459 329 111 Loans whose terms have been renegotiated to provide a reduction or deferral of interest or principal because of a deterioration in the financial position of the borrower ............ - - - - - - 381 - - Total nonaccrual loans were $503,000 at December 31, 1999, a decrease of $154,000 or 23.4% from December 31, 1998. Total nonaccrual and accrual loans contractually past due 90 days or more were $552,000 at December 31, 1999, a decrease of $451,000 or 45.0% from a year earlier. When the full collectibility of principal or interest on any loan is considered doubtful, previously accrued but uncollected interest remains as accrued if the principal and interest is protected by sound collateral value based upon a current independent, qualified appraisal. In practice, in the vast majority of cases, the interest accrued but uncollected on loans transferred to nonaccrual status is charged-off at the time of transfer. Interest in the amounts of $42,000, $54,000, and $90,000 would have been earned on the nonaccrual loans had they been performing loans in accordance with their original terms during 1999, 1998, and 1997, respectively. The interest collected on loans designated as nonaccrual loans and included in income for the years ended December 31, 1999, 1998, and 1997 was $23,000, $20,000, and $12,000, respectively. As of December 31, 1999, the Company had loans totaling $8,601,000 in addition to those listed as nonaccrual, past due or renegotiated that were identified by the Banks' internal asset rating systems as classified assets. This represents a $2,729,000 or 46.4% increase from 1998. The Company is not aware of any single loan or group of loans, other than these and those reflected above, of which full collectibility cannot reasonably be expected. Management has committed resources and is focusing its attention on efforts designed to control the amount of classified assets. The Company has $27,810,000 in total agricultural loans outstanding. The Company does not have any other substantial portion of its loans concentrated in one or a few industries nor does it have any foreign loans outstanding as of December 31, 1999. The Company's loans are heavily concentrated geographically in the Iowa counties of Muscatine and Jefferson. In general, the agricultural loan portfolio risk is dependent on factors such as governmental policies, weather conditions, agricultural commodities prices and the mix of grain and livestock raised. Commercial loan risk can also vary widely from period to period and is particularly sensitive to changing business and economic conditions as well as governmental policies. Consumer (installment and real estate mortgage) loan risk is substantially influenced by employment opportunities in the markets served by the Company. Other real estate owned was $601,000, $408,000, and $9,000 as if December 31, 1999, 1998, and 1997, respectively. Allowance for Loan Losses ------------------------- The allowance for loan losses is established through charges to earnings in the form of provisions for loan losses. Loan losses or recoveries are charged or credited directly to the allowance for loan losses. The provision for loan losses is determined based upon an evaluation of a number of factors by management of the Banks including (i) loss experience in relation to outstanding loans and the existing level of the allowance for loan losses, (ii) a continuing review of problem loans and overall portfolio quality, (iii) regular examinations and appraisals of loan portfolios conducted by federal supervisory authorities, and (iv) current and expected economic conditions. The allowance for loan losses decreased $217,000 in 1995 as net charge-offs exceeded provisions for loan losses. In 1996, the allowance for loan losses increased $494,000 as a result of provisions of $160,000 and net recoveries totaling $334,000. In 1997, the allowance for loan losses decreased $199,000 as net charge-offs exceeded provisions for loan losses. In 1998, the allowance for loan losses increased $183,000 as a result of provisions of $125,000 and net recoveries of $58,000. In 1999, the allowance for loan losses increased $304,000 due to provisions of $406,000 and net charge-offs of $102,000. The provision was increased during 1999 as a result of the strong loan growth enjoyed by the Company. Another factor in favor of increasing the provision was the low agricultural commodity prices and related uncertainty in the agricultural sector. To date, no significant losses have been experienced in this area. Management of the Banks continues to review the loan portfolios and believes the allowance for loan losses is adequate to absorb losses of existing loans which may become uncollectible. The Banks allocate the allowance for loan losses according to the amount deemed to be necessary to provide for possible losses being incurred within the categories of loans set forth in the table below. The amount of such components of the allowance for loan losses and the ratio of loans in such categories to total loans outstanding are as follows (dollar amounts in thousands): 1999 1998 1997 1996 1995 ----------------------------------------------------------------------------------------------- Allow- Percent Allow- Percent Allow- Percent Allow- Percent Allow- Percent ance of Loans ance of Loans ance of Loans ance of Loans ance of Loans For To For To For To For To For To Loan Total Loan Total Loan Total Loan Total Loan Total Losses Loans Losses Loans Losses Loans Losses Loans Losses Loans - ---------------------------------------------------------------------------------------------------------------------------- Real estate loans: Mortgage ................ $ 99 38.90% $ 95 37.75% $ 84 36.39% $ 134 32.35% $ 124 32.90% Construction ............ - - 1.37 - - 1.03 - - 1.00 - - 1.59 - - 0.69 Commercial ................. 1,935 37.42 1,787 37.42 1,726 37.85 1,837 39.56 1,342 36.35 Agricultural ............... 269 10.29 248 10.54 249 9.70 264 9.43 133 9.78 Installment ................ 788 11.04 657 12.30 545 13.36 568 15.09 710 17.69 Lease financing and other .. - - 0.02 - - 0.04 - - 0.22 - - 0.11 - - 0.41 Tax exempt, real estate mortgage ................. - - 0.96 - - 0.92 - - 1.48 - - 1.87 - - 2.18 ------------------------------------------------------------------------------------------------ $ 3,091 100.00% $ 2,787 100.00% $ 2,604 100.00% $ 2,803 100.00% $ 2,309 100.00% ================================================================================================ Deposits -------- Total average deposits increased 4.2% in 1999, 6.3% in 1998, and .9% in 1997. The average deposits are summarized below (dollar amounts in thousands): 1999 1998 1997 -------------------------------------------------------- Average Average Average Interest Interest Interest Expense Expense Expense Amount Percent Amount Percent Amount Percent -------------------------------------------------------- Noninterest-bearing demand ..............$ 42,526 - -% $ 37,756 - -% $ 35,930 - -% Savings ................ 21,742 2.3 22,054 2.5 21,733 2.5 Interest-bearing demand 75,488 3.3 73,189 3.3 66,193 3.2 Time ................... 124,722 5.2 120,762 5.5 114,805 5.6 --------- --------- --------- Total deposits ...$ 264,478 $ 253,761 $ 238,661 ========= ========= ========= Included in interest-bearing time deposits are certificates of deposit with a minimum denomination of $100,000, with scheduled maturities as follows (dollar amounts in thousands): Year Ended December 31, ---------------------------- 1999 1998 ---------------------------- One to three months ........................ $ 13,654 $ 9,818 Three to six months ........................ 9,200 5,839 Six to twelve months ....................... 7,649 7,230 Over twelve months ......................... 4,918 5,621 ---------------------------- $ 35,421 $ 28,508 ============================ RESULTS OF OPERATIONS: - --------------------- Changes in Diluted Earnings Per Share ------------------------------------- The increase in diluted earnings per share between 1999 and 1998 amounted to $.21. During 1998 the Company purchased approximately 16.5% of the outstanding common shares of Iowa First Bancshares Corp. from the largest shareholder and his related interests. This reduction in average common shares outstanding had a $.20 per share positive impact on earnings per share. The major sources of change are presented in the following table: 1999 1998 -------------------- Net income per share, prior year .....................$ 2.02 $ 1.82 -------------------- Increase (decrease) attributable to: Net interest income ............................... 0.39 0.02 Provision for loan losses ......................... (0.18) (0.07) Other income ...................................... 0.10 0.11 Salaries and employee benefits .................... (0.17) (0.03) Other operating expenses .......................... (0.04) (0.03) Income taxes ...................................... (0.02) - - Change in average common shares outstanding ....... 0.13 0.20 --------------------- Net change ............................. 0.21 0.20 --------------------- Net income per share, current year .....$ 2.23 $ 2.02 ===================== Net Interest Income - ------------------- The following table sets forth a summary of the changes in interest earned and paid resulting from changes in volume and rates. Changes attributable to both rate and volume which cannot be segregated have been allocated to the change due to volume (dollar amounts in thousands and income on a fully taxable equivalent basis using statutory rates in effect for year presented): Year Ended December 31, 1999 Year Ended December 31, 1998 -------------------------------------------------------------- Increase (Decrease) Increase (Decrease) Due to Change in Due to Change in ------------------ ------------------ Average Average Total Average Average Total Balance Rate Change Balance Rate Change ------------------------------------------------------- Interest income: Taxable loans ....................$ 2,685 $ (757) $ 1,928 $ 3,265 $ (685) $ 2,580 Taxable investment securities available for sale ............ 163 (54) 109 (634) 21 (613) Nontaxable investment securities and loans .......... 41 (48) (7) 155 (51) 104 Federal funds sold and other ..... (461) (35) (496) 426 (29) 397 ------------------------------------------------------- Total interest income ................ 2,428 (894) 1,534 3,212 (744) 2,468 ------------------------------------------------------- Interest expense: Interest-bearing demand deposits . 72 (88) (16) 224 86 310 Interest-bearing time deposits ... 221 (424) (203) 332 (24) 308 Notes payable .................... 147 7 154 368 - - 368 Other borrowings ................. 1,059 (56) 1,003 1,438 (27) 1,411 ------------------------------------------------------- Total interest expense ............... 1,499 (561) 938 2,362 35 2,397 ------------------------------------------------------- Change in net interest earnings .....$ 929 $ (333) $ 596 $ 850 $ (779) $ 71 ======================================================= Nonaccruing loans are included in the average balance. Loan fees are not material. Provision for Loan Losses The following table summarizes average loan balances at the end of each year; changes in the allowance for loan losses arising from loans charged off and recoveries on loans previously charged off by loan category; and the provisions for loan losses which have been charged to operating expense (dollar amounts in thousands): Year Ended December 31, -------------------------------------------------- 1999 1998 1997 1996 1995 -------------------------------------------------- Balance of allowance for loan losses at beginning of year ............$ 2,787 $ 2,604 $ 2,803 $ 2,309 $ 2,526 -------------------------------------------------- Loans charged off: Commercial and agricultural ............ 168 5 163 24 240 Mortgage ............................... 11 18 4 2 27 Installment ............................ 150 169 116 136 171 -------------------------------------------------- Total loans charged off ..... 329 192 283 162 438 -------------------------------------------------- Recoveries of loans previously charged off: Commercial and agricultural ............ 172 176 36 400 120 Mortgage ............................... 17 11 7 49 23 Installment ............................ 38 63 37 47 33 -------------------------------------------------- Total recoveries ............ 227 250 80 496 176 -------------------------------------------------- Net loans charged off (recovered) ......... 102 (58) 203 (334) 262 -------------------------------------------------- Provisions for loan losses charged to operating expense ................... 406 125 4 160 45 -------------------------------------------------- Balance at end of year ....................$ 3,091 $ 2,787 $ 2,604 $ 2,803 $ 2,309 ================================================== Average taxable loans outstanding .........$ 260,993 $ 228,491 $ 190,778 $ 168,970 $ 162,432 Ratio of net loan charge-offs (recoveries) to average taxable loans outstanding .. 0.04% (0.03) 0.11% (0.20) 0.16% Allowance for loan losses as a percentage of average taxable loans outstanding ...................... 1.18 1.22 1.36 1.66 1.42 Coverage of net charge-offs by allowance for loan year-end losses ............... 30.30 N/A 12.83 N/A 8.81 Operating Expenses ------------------ A continuing objective of the Company is to manage overhead costs while maintaining optimal productivity, efficiency, capacity, and quality service. New branch facilities opened during 1997 in Fairfield and Muscatine. These new facilities coupled with an increased sales focus are necessary to position our banks for the future in meeting the intense competition that banks face for loans, deposits, and other banking services. Additionally, the strong local and regional economics intensified the challenge to find, hire, train, and retain talented employees. Due to these and other factors, salaries and benefits increased $254,000 or 5.9% in 1999 compared to 1998. Our efficiency ratio of 59.7% in 1999 compares favorably to 60.8% in 1998. Computer expenses increased $33,000 or 8.1%. Overall, operating expenses increased $309,000 or 4.0%. Net Income ---------- The Company's consolidated net income for the three years is as follows (dollar amounts in thousands): Year Ended December 31, ------------------------------------- 1999 1998 1997 ------------------------------------- Net income ......................... $ 3,412 $ 3,282 $ 3,280 ===================================== Net income increased $130,000 or 4.0% in 1999. The net interest income increased $599,000 or 5.6%. Net interest income without the additional interest expense on notes payable would have increased $753,000 or 6.8%. The provision for loan losses increased from $125,000 in 1998 to $406,000 in 1999. Other income increased $147,000 or 7.8% and operating expenses increased $309,000 or 4.0%. Income taxes increased only $26,000. Net income increased $2,000 or .1% in 1998. The net interest income increased $35,000 or .3%. The net interest income without the interest expense on the new notes payable would have increased $403,000 or 3.8%. The provision for loan losses increased from $4,000 in 1997 to $125,000 in 1998. Other income increased $179,000 or 10.6% and operating expenses increased $86,000 or 1.1%. Income taxes increased only $5,000. Net income decreased $185,000 or 5.3% in 1997. This decrease resulted from improvement in net interest income of $222,000 or 2.1%, reduction of $156,000 or 97.5% in provisions for loan losses, a reduction in other income totaling $68,000 or 3.9%, an increase of $690,000 or 10.1% in operating expenses, and a decrease of $195,000 or 11.4% in income taxes. Selected Consolidated Ratios ---------------------------- Year Ended December 31, ----------------------------- 1999 1998 1997 ----------------------------- Percentage of net income to: Average stockholders' equity ................ 16.39% 14.18% 12.33% Average total assets ........................ 0.96 1.00 1.13 Percentage of average stockholders' equity to average total assets .............. 5.83 7.02 9.16 Dividend payout ratio .......................... 37.66 41.58 42.86 Interest Rate Sensitivity and Risk Management --------------------------------------------- The Company manages its balance sheet to minimize the impact of interest rate movements on its earnings. The term "rate sensitivity" refers to those assets and liabilities which are "sensitive" to fluctuations in rates and yields. When interest rates move, earnings may be affected in many ways. Interest rates on assets and liabilities may change at different times or by different amounts. Maintaining a proper balance between rate sensitive earning assets and rate sensitive liabilities is the principal function of asset and liability management of a banking organization. The following table shows the interest rate sensitivity position at several repricing intervals (dollar amounts in thousands): Repricing Maturities at December 31, 1999 ------------------------------------------------------------- Less Than 3-12 1-5 More Than Noninterest 3 Months Months Years 5 Years Bearing Total ------------------------------------------------------------ Assets: Loans ..........................$ 62,227 $ 18,839 $ 93,940 $ 94,574 $ 503 $ 270,083 Investment securities .......... 2,037 11,489 32,686 16,728 10 62,950 Other earning assets ........... 15,955 - - - - - - - - 15,955 Nonearning assets .............. - - - - - - - - 22,041 22,041 ------------------------------------------------------------ Total .......................$ 80,219 $ 30,328 $ 126,626 $ 111,302 $ 22,554 $ 371,029 ============================================================ Liabilities and Equity: Deposits .......................$ 59,699 $ 107,103 $ 55,595 $ - - $ 47,175 $ 269,572 Notes payable .................. - - 710 6,159 - - - - 6,869 Securities sold under agreements to repurchase and TT & L .... 5,754 326 757 - - - - 6,837 FHLB advances .................. 5,137 10,415 40,980 8,089 - - 64,621 Other liabilities .............. - - - - - - - - 1,937 1,937 Equity ......................... - - - - - - - - 21,193 21,193 ------------------------------------------------------------ Total liabilities and equity ...................$ 70,590 $ 118,554 $ 103,491 $ 8,089 $ 70,305 $ 371,029 ============================================================ Repricing gap .....................$ 9,629 $ (88,226)$ 23,135 $ 103,213 $ (47,751)$ - - Cumulative repricing gap .......... 9,629 (78,597) (55,462) 47,751 - - - - The data in this table incorporates the contractual repricing characteristics as well as an estimate of the actual repricing characteristics of the Company's assets and liabilities. Based on the estimate, twenty percent of the savings and NOW accounts are reflected in the less than 3 months category, thirty percent in the 3-12 months category, with the remainder in the 1-5 years category. Also, twenty-five percent of the money market accounts are reflected in the less than 3 months category with the remainder in the 3-12 months category. FHLB advances in the 1-5 year repricing category include $20,830,000 of advances with actual maturities in the greater than 5 year category. These advances have options associated with them which allow the Company to "put" the advances back to the FHLB at a date substantially earlier than the stated maturity. The Company may utilize this put option if deemed appropriate, or hold such advances until maturity. As part of the Company's overall interest rate risk management, these puts are analyzed and used when advantageous. A positive repricing gap for a given period exists when total interest-earning assets exceed total interest-bearing liabilities and a negative repricing gap exists when total interest-bearing liabilities are in excess of interest-earning assets. Generally a positive repricing gap will result in increased net interest income in a rising rate environment and decreased net interest income in a falling rate environment. A negative repricing gap tends to produce increased net interest income in a falling rate environment and decreased net interest income in a rising rate environment. At December 31, 1999, using the estimates discussed above, rate sensitive liabilities exceeded rate sensitive assets within a one year period by $78,597,000 and, thus, the Company is positioned to benefit from a fall in interest rates within the next year. The Company's repricing gap position is useful for measuring general relative risk levels. However, even with perfectly matched repricing of assets and liabilities, interest rate risk cannot be avoided entirely. Interest rate risk remains in the form of prepayment risk of assets and liabilities, timing lags in adjusting certain assets and liabilities that have varying sensitivities to market interest rates, and basis risk. Basis risk refers to the possibility that the repricing behavior of variable-rate assets could differ from the repricing characteristics of liabilities which reprice in the same time period. Even though these assets are match-funded, the spread between asset yields and funding costs could change. Because the repricing gap position does not capture these risks, management utilizes simulation modeling to measure and manage the rate sensitivity exposure of earnings. The Company's simulation model provides a projection of the effect on net interest income of various interest rate scenarios and balance sheet strategies. Interest Rate Risk Management ----------------------------- The Company's net income is dependent on its net interest income. Net interest income is susceptible to interest rate risk to the degree that interest-bearing liabilities mature or reprice on a different basis than interest-earning assets. When interest-bearing liabilities mature or reprice more quickly than interest-earning assets in a given period, a significant increase in market rates of interest could adversely affect net interest income. Similarly, when interest-earning assets mature or reprice more quickly than interest-bearing liabilities, falling interest rates could result in a decrease in net income. In an attempt to manage its exposure to changes in interest rates, management monitors the Company's interest rate risk. Since 1990, management's asset/liability committee has met monthly to review the Company's interest rate risk position and profitability, and to make or recommend adjustments for consideration by the Board of Directors. Management also reviews the Banks' securities portfolio, formulates investment strategies, and oversees the timing and implementation of transactions to assure attainment of the Board's objectives in the most effective manner. Notwithstanding the Company's interest rate risk management activities, the potential for changing interest rates is an uncertainty that can have an adverse effect on net income. In adjusting the Company's asset/liability position, the Board and management attempt to manage the Company's interest rate risk while maintaining or enhancing net interest margins. At times, depending on the level of general interest rates, the relationship between long- and short-term interest rates, market conditions and competitive factors, the Board and management may determine to increase the Company's interest rate risk position somewhat in order to increase its net interest margin. The Company's results of operations and net portfolio values remain vulnerable to increases in interest rates and to fluctuations in the difference between long- and short-term interest rates. One approach used to quantify interest rate risk is the net portfolio value ("NPV") analysis. In essence, this analysis calculates the difference between the present value of liabilities and the present value of expected cash flows from assets and off-balance-sheet contracts. The following table sets forth, at December 31, 1999, an analysis of the Bank's interest rate risk as measured by the estimated changes in NPV resulting from instantaneous and sustained parallel shifts in the yield curve (+ or - 200 basis points, measured in 100 basis point increments). Estimated Increase Change in (Decrease) in NPV Interest Estimated -------------------- Rates NPV Amount Amount Percent --------------------------------------------------------- (Basis Points) (Dollars in Thousands) +200 $ 14,002 $ (7,327) (34)% +100 17,593 (3,736) (18) - - 21,329 - - - - -100 25,227 3,896 18 -200 29,267 7,938 37 The Company does not currently engage in trading activities or use derivative instruments to control interest rate risk. Even though such activities may be permitted with the approval of the Board of Directors, the Company does not intend to engage in such activities in the immediate future. Interest rate risk is the most significant market risk affecting the Company. Other types of market risk, such as foreign currency exchange rate risk and commodity price risk, do not arise in the normal course of the Company's business activities. Liquidity --------- For banks, liquidity represents ability to meet both loan commitments and deposit withdrawals. Factors which influence the need for liquidity are varied, but include general economic conditions, asset/liability mix, bank reputation, future FDIC funding needs, changes in regulatory environment, and credit standing. Assets which provide liquidity consist principally of loans, cash and due from banks, investment securities, and short-term investments such as federal funds. Maturities of securities held for investment purposes and loan payments provide a constant flow of funds available for cash needs. Liquidity also can be gained by the sale of loans or securities, which were previously designated as available for sale, prior to maturity. Interest rates, relative to the rate paid by the security or loan sold, along with the maturity of the security or loan, are the major determinates of the price which can be realized upon sale. Net cash provided by operating activities totaled $4,137,000 in 1999 which compares to cash provided by operating activities for the year ended December 31, 1998 of $3,560,000. The Company continues to generate operating cash from sales of its mortgage loans. Net cash used in investing activities totaled $27,113,000 for the year ended December 31, 1999 and $37,941,000 for the year ended December 31, 1998. During the years ended December 31, 1999 and 1998 cash provided by financing activities totaled $23,852,000 and $36,015,000, respectively. The increase in cash provided during the year resulted primarily from increases in deposits and advances from the Federal Home Loan Bank. The stability of the Company's funding, and thus its ability to manage liquidity, is greatly enhanced by its consumer deposit base. Consumer deposits tend to be small in size, diversified across a large base of individuals, and are government insured to the extent permitted by law. Total deposits under $100,000 at December 31, 1999 were $234,151,000 or 86.9% of total deposits and 63.1% of total liabilities and equity. Equity decreased in significance as a funding source, falling $8,316,000 during 1998 to total $20,309,000. Most of this decrease was the result of treasury stock purchases totaling $10,753,000. At December 31, 1999, securities sold under agreements to repurchase and treasury tax and loan open note funding sources totaled $6,837,000. Federal Home Loan Bank advances totaled $64,621,000. At year-end total federal funds sold and securities maturing within one year were $25,633,000 or 6.9% of total assets. Both short-term and long-term liquidity are actively reviewed and managed. Equity increased $884,000 during 1999 to total $21,193,000 at December 31, 1999. At December 31, 1999, securities available for sale totaling $62,950,000 included $120,000 of gross unrealized gains and $1,155,000 of gross unrealized losses. These securities may be sold in whole or part to increase liquid assets, reposition the investment portfolio, or for other purposes as defined by management. Capital ------- Stockholders' equity increased $884,000, 4.4% in 1999. The Company had net income of $3,412,000, unrealized losses on securities available for sale of $1,357,000, cash dividends declared totaling $1,287,000, and net treasury shares sold of $116,000. Dividends to stockholders were declared at a rate of $.84, $.84, and $.78 per share during the years ended December 31, 1999, 1998, and 1997, respectively. Year 2000 --------- The Year 2000 Issue is the result of computer programs using two-digits instead of four-digits to represent the year. These computer systems, if not renovated, will be unable to interpret dates past 1999, which could cause a system failure or other computer errors, leading to a disruption in operations. The Company developed a five-phase program for year 2000 compliance, as outlined by the Federal Financial Institutions Examination Council (FFIEC) in a supervisory letter. These phases are Awareness, Assessment, Renovation, Validation, and Implementation. Subsequent to December 31, 1999, the transition into the year 2000 occurred and no problems were experienced. The Company continues to monitor its computer systems to ensure they are operating properly. The Year 2000 Issue also has a potential impact on the Company's borrowing customers and their ability to repay. Loan officers have been in constant communication with key bank borrowing customers to evaluate any problems related to computer and other system malfunction as a result of the Year 2000 Issue. To date, we have not been advised of any material year 2000 related problems by our customers. Impact of Inflation and Changing Prices --------------------------------------- The financial statements and related data presented herein have been prepared in terms of historical dollars without considering changes in the relative purchasing power of money over time due to inflation. Unlike most industrial companies, virtually all of the assets and liabilities of a financial institution are monetary in nature. As a result, interest rates have a more significant impact on a financial institution's performance than the effects of general levels of inflation. Interest rates do not necessarily move in the same direction or in the same magnitude as the price of goods and services. In the current interest rate environment, liquidity and the maturity structure of the Company's assets and liabilities are critical to the maintenance of acceptable performance levels. Effect of FASB Statements ------------------------- The Financial Accounting Standards Board has issued Statement No. 133 "Accounting for Derivative Instruments and Hedging Activities" which is effective for all fiscal quarters of fiscal years beginning after June 15, 2000. This Statement establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts and for hedging activities. It requires that an entity recognize all derivatives as either assets or liabilities in the statement of financial position and measure those instruments at fair value. The accounting for changes in the fair value of a derivative depends on the intended use of the derivative and the resulting designation. Management believes that adoption of this Statement will not have an effect on the consolidated financial statements. Quarterly Results of Operations (Unaudited) ------------------------------------------- In the fourth quarter of 1999, net income was $849,000, compared with $797,000 in the same period of 1998, an increase of 6.5%. The net interest income during the fourth quarter of 1999 was $2,839,000 compared with $2,707,000 for the fourth quarter of 1998. The provision for loan losses in the fourth quarter of 1999 was $150,000 compared with $45,000 in 1998. Other income totaled $544,000 and $507,000 during the fourth quarter of 1999 and 1998, respectively. Other operating expenses of $2,004,000 in the last quarter of 1999 compare with $1,988,000 for the last quarter of 1998. Income tax expense was $380,000 and $384,000 for the final quarter of 1999 and 1998, respectively. Quarterly results of operations are as follows (dollar amounts in thousands): Quarter Ended ------------------------------------------------ March 31, June 30, September 30, December 31, 1999 1999 1999 1999 ------------------------------------------------ Total interest income .........$ 6,022 $ 6,202 $ 6,384 $ 6,519 Total interest expense ........ 3,268 3,402 3,487 3,680 ----------------------------------------------- Net interest income ............ 2,754 2,800 2,897 2,839 Provision for loan losses ...... 54 112 90 150 Other income ................... 455 490 533 544 Other expense .................. 1,972 1,913 2,053 2,004 ----------------------------------------------- Income before income taxes ..... 1,183 1,265 1,287 1,229 Applicable income taxes ........ 374 390 408 380 ----------------------------------------------- Net income .....................$ 809 $ 875 $ 879 $ 849 =============================================== Net income per share: Basic .......................$ 0.53 $ 0.57 $ 0.57 $ 0.56 =============================================== Diluted .....................$ 0.53 $ 0.57 $ 0.57 $ 0.56 =============================================== Quarter Ended ------------------------------------------------ March 31, June 30, September 30, December 31, 1998 1998 1998 1998 ------------------------------------------------ Total interest income .........$ 5,571 $ 5,933 $ 5,995 $ 6,091 Total interest expense ........ 2,899 3,282 3,334 3,384 ----------------------------------------------- Net interest income ............ 2,672 2,651 2,661 2,707 Provision for loan losses ...... 18 26 36 45 Other income ................... 416 465 487 507 Other expense .................. 1,833 1,882 1,930 1,988 ----------------------------------------------- Income before income taxes ..... 1,237 1,208 1,182 1,181 Applicable income taxes ........ 397 368 377 384 ----------------------------------------------- Net income .....................$ 840 $ 840 $ 805 $ 797 =============================================== Net income per share: Basic .......................$ 0.46 $ 0.51 $ 0.53 $ 0.52 =============================================== Diluted .....................$ 0.46 $ 0.51 $ 0.53 $ 0.52 =============================================== IOWA FIRST BANCSHARES CORP. DIRECTORS AS OF DECEMBER 31, 1999 --------------------------------- George A. Shepley Craig R. Foss Chairman of the Board and CEO President Iowa First Bancshares Corp. Foss, Kuiken, and Gookin, Chairman of the Board P.C. First National Bank of Muscatine Donald R. Heckman Chairman of the Board Investor First National Bank in Fairfield Factory Manager - Retired H.J. Heinz Co. D. Scott Ingstad Vice Chairman of the Board and President Dean H. Holst Iowa First Bancshares Corp. Director Vice Chairman of the Board, President Iowa First Bancshares Corp. and CEO Director, President and CEO First National Bank of Muscatine First National Bank in Fairfield Kim K. Bartling Director, Executive Vice President, David R. Housley Chief Operating Officer and President Treasurer Iowa First Bancshares Doran and Ward Printing Co. Corp. Director, Executive Vice President and CFO First National Bank of Muscatine Victor G. McAvoy Director President First National Bank in Fairfield Muscatine Community College Roy J. Carver, Jr. John "Jay" S. McKee Chairman of the Board Vice President of Finance Carver Pump Company McKee Button Company Larry L. Emmert Beverly J. White President Director and Vice President Hoffmann, Inc. Quality Foundry Co. OFFICERS AS OF DECEMBER 31, 1999 -------------------------------- George A. Shepley Patricia R. Thirtyacre Chairman of the Board Corporate Secretary Chief Executive Officer Teresa A. Carter D. Scott Ingstad Internal Audit Manager Vice Chairman of the Board President Kim K. Strause Assistant Auditor Kim K. Bartling Executive Vice President Chief Operating Officer Treasurer IOWA FIRST BANCSHARES CORP. Subsidiary Bank Directors as of December 31, 1999 ------------------------------------------------- FIRST NATIONAL BANK OF MUSCATINE FIRST NATIONAL BANK IN FAIRFIELD George A. Shepley George A. Shepley Chairman of the Board and CEO Chairman of the Board and CEO Iowa First Bancshares Corp. Iowa First Bancshares Corp. Chairman of the Board Chairman of the Board First National Bank of Muscatine First National Bank of Muscatine Chairman of the Board Chairman of the Board First National Bank in Fairfield First National Bank in Fairfield D. Scott Ingstad Dean H. Holst Vice Chairman of the Board and Director President Iowa First Bancshares Corp. Iowa First Bancshares Corp. Director, President and CEO Vice Chairman of the Board, President, First National Bank in Fairfield and CEO First National Bank of Muscatine Kim K. Bartling Kim K. Bartling Director, Executive Vice President, Director, Executive Vice President, Chief Operating Officer, Treasurer Chief Operating Officer and Iowa First Bancshares Corp. Treasurer Director, Executive Vice President and Iowa First Bancshares Corp. CFO Director, Executive Vice President First National Bank of Muscatine and CFO Director First National Bank of Muscatine First National Bank in Fairfield Director First National Bank in Fairfield Larry L. Emmert Stephen R. Cracker President Director, Executive Vice President Hoffmann, Inc. First National Bank in Fairfield Donald R. Heckman Craig R. Foss Investor President Factory Manager - Retired Foss, Kuiken & Gookin PC H.J. Heinz Co. Thomas S. Gamrath David R. Housley Vice President & Treasurer President Gamrath-Doyle & Associates, Inc. Doran and Ward Printing Co. John R. Hammes Victor G. McAvoy President and General Manager President Jefferson County Equipment Co. Muscatine Community College Marvin L. Nelson John "Jay" S. McKee President Vice President of Finance The Nelson Company, Inc. McKee Button Company C. Gene Parker Beverly J. White Agriculturalist Director and Vice President Quality Foundry Co.