UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended March 31, 2002 -------------- OR __ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from _______ to _______ Commission file number 2-89283 ------- IOWA FIRST BANCSHARES CORP. ------------------------------------------------------ (Exact name of registrant as specified in its charter) STATE OF IOWA 42-1211285 - -------------------------------------------------------------------------------- (State or other jurisdiction (IRS Employer of incorporation or organization) Identification No.) 300 East Second Street Muscatine, Iowa 52761 ---------------------------------------- (Address of principal executive offices) 563-263-4221 ------------------------------- (Registrant's telephone number) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [ X ] NO [ ] At March 31, 2002 there were 1,456,604 shares of the registrant's common stock outstanding. 1 IOWA FIRST BANCSHARES CORP. AND SUBSIDIARIES INDEX TO FORM 10-Q PAGE NO. PART 1 Financial Information Item 1. Financial Statements Consolidated Condensed Balance Sheets, March 31, 2002 and December 31, 2001 Consolidated Condensed Statements of Income, Three months Ended March 31, 2002 and 2001 Consolidated Condensed Statements of Cash Flows, Three months Ended March 31, 2002 and 2001 Notes to Consolidated Condensed Financial Statements Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations PART II Other Information Item 4. Submission of Matters to a Vote of Security Holders Item 6. Exhibits and Reports on Form 8-K Signatures 2 IOWA FIRST BANCSHARES CORP. AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS (In Thousands) (Unaudited) March 31, December 31, 2002 2001 -------------------------- ASSETS Cash and due from banks ............................ $ 12,508 $ 14,661 Interest-bearing deposits at financial institutions 1,890 1,620 Federal funds sold ................................. 42,800 31,000 Investment securities available for sale ........... 40,799 44,466 Loans, net of allowance for possible loan losses March 31, 2002, $3,221; December 31, 2001, $3,182 .......................................... 273,762 272,695 Bank premises and equipment, net ................... 4,953 5,055 Life insurance contracts ........................... 3,404 3,361 Restricted investment securities ................... 3,868 3,868 Other assets ....................................... 3,451 3,871 ------------------------- TOTAL ASSETS .................................... $ 387,435 $ 380,597 ========================= LIABILITIES AND STOCKHOLDERS' EQUITY LIABILITIES Noninterest bearing deposits ....................... $ 42,098 $ 42,165 Interest bearing deposits .......................... 232,489 225,359 ------------------------- TOTAL DEPOSITS .................................. 274,587 267,524 Notes payable ...................................... 5,372 5,419 Securities sold under agreements to repurchase ...................................... 5,724 5,068 Federal Home Loan Bank advances .................... 68,984 70,706 Treasury tax and loan open note .................... 996 622 Company obligated mandatorily redeemable preferred securities of subsidiary trust ................... 4,000 4,000 Other liabilities .................................. 2,097 1,976 ------------------------- TOTAL LIABILITIES ............................... 361,760 355,315 ------------------------- Redeemable common stock held by employee stock ownership plan with 401(k) provisions (KSOP) ..... 2,242 2,242 ------------------------- STOCKHOLDERS' EQUITY Common stock ....................................... 200 200 Additional paid-in capital ......................... 4,263 4,265 Retained earnings .................................. 32,468 31,944 Accumulated other comprehensive income ............. 722 858 Less net cost of common shares acquired for the treasury ......................................... (11,978) (11,985) Less maximum cash obligation related to KSOP shares (2,242) (2,242) ------------------------- TOTAL STOCKHOLDERS' EQUITY ...................... 23,433 23,040 ------------------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ......... $ 387,435 $ 380,597 ========================= See Notes to Consolidated Condensed Financial Statements. 3 IOWA FIRST BANCSHARES CORP. AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF INCOME (In Thousands, Except Per Share Data) (Unaudited) Three Months Ended March 31, 2002 2001 ------------------ INTEREST INCOME: Interest and fees on loans ......................... $4,896 $5,688 Interest on investment securities available for sale 532 872 Interest on federal funds sold ..................... 149 159 Dividends on restricted investment securities ...... 26 53 Other interest ..................................... 24 -- --------------- Total interest income .............................. 5,627 6,772 --------------- INTEREST EXPENSE: Interest on deposits ............................... 1,544 2,789 Interest on notes payable .......................... 108 120 Interest on other borrowed funds ................... 1,079 1,138 Interest on company obligated mandatorily redeemable preferred securities .................. 102 4 --------------- Total interest expense ............................. 2,833 4,051 --------------- Net interest income ................................ 2,794 2,721 Provision for loan losses ............................. 68 39 --------------- Net interest income after provision for loan losses ..................................... 2,726 2,682 Investment securities gains ........................... 72 61 Other income .......................................... 607 557 Other expense ......................................... 2,176 2,057 --------------- Income before income taxes ......................... $1,229 $1,243 Applicable income taxes ............................... 374 391 --------------- Net income ............................................ $ 855 $ 852 =============== Net income per common share, basic and diluted ........ $ 0.59 $ 0.57 =============== Dividends declared per common share ................... $ 0.23 $ 0.22 =============== Comprehensive income .................................. $ 719 $1,526 =============== See Notes to Consolidated Condensed Financial Statements. 4 IOWA FIRST BANCSHARES CORP. AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS For The Three Months Ended March 31, 2002 and 2001 (In Thousands) 2002 2001 --------------------- CASH FLOWS FROM OPERATING ACTIVITIES Net income .............................................. $ 855 $ 852 Adjustments to reconcile net income to net cash provided by operating activities: Proceeds from real estate loans sold ................. 2,754 642 Real estate loans underwritten and sold .............. (2,729) (635) Gains on real estate loans sold ...................... (25) (7) Provision for loan losses ............................ 68 39 Investment securities gains, net ..................... (72) (61) Depreciation ......................................... 158 157 Amortization of premiums and accretion of discounts on investment securities available for sale, net ... 6 (2) Net decrease in other assets ......................... 320 1,240 Net increase in other liabilities .................... 201 308 -------------------- Net cash provided by operating activities ............... $ 1,536 $ 2,533 --------------------- CASH FLOWS FROM INVESTING ACTIVITIES Net (increase) in interest-bearing deposits at financial inst$tution .............................. (270) $ (1,432) Net (increase) decrease in federal funds sold ........ (11,800) 2,900 Proceeds from sales, maturities, calls and paydowns of available for sale securities ................... 7,887 8,306 Purchases of available for sale securities ........... (4,370) (2,464) Net (increase) in loans .............................. (1,135) (7,112) Purchases of bank premises and equipment ............. (56) (307) Increase in cash value of life insurance contracts ... (43) (44) --------------------- Net cash (used in) investing activities .............. $ (9,787) $ (153) --------------------- CASH FLOWS FROM FINANCING ACTIVITIES Net (decrease) in noninterest bearing deposits ....... $ (67) $ (8,995) Net increase in interest bearing deposits ............ 7,130 10,556 Net increase (decrease) in securities sold under agreements to repurchase ........................... 656 (544) Repayment of notes payable ........................... (47) (44) Net decrease in line of credit ....................... -- (125) Net increase (decrease) in treasury tax and loan open note ............................................... 374 (727) Advances from Federal Home Loan Bank ................. -- 1,400 Payments of advances from Federal Home Loan Bank ..... (1,722) (11,436) Net proceeds from issuance of company obligated mandatorily redeemable preferred securities of subsidiary trust ................................... -- 3,832 Cash dividends paid .................................. (331) (332) Purchases of common stock for the treasury ........... -- (385) Proceeds from issuance of common stock ............... 105 -- --------------------- Net cash provided by (used in) financing activities .. $ 6,098 $ (6,800) --------------------- Net (decrease) in cash and due from banks ............ (2,153) (4,420) Cash and due from banks: Beginning ............................................ $ 14,661 $ 16,182 --------------------- Ending ............................................... $ 12,508 $ 11,762 ===================== Supplemental Disclosures of Cash Flow Information Cash payments for: Interest ........................................... $ 2,828 $ 4,149 Income taxes ............ .......................... -- 11 Supplemental Schedule of Noncash Investing and Financing Activities: Change in accumulated other comprehensive income, unrealized gains (losses) on investment securities available for sale, net ............................. (136) 674 See Notes to Consolidated Condensed Financial Statements. 5 IOWA FIRST BANCSHARES CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS 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 (Muscatine) and First National Bank in Fairfield (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. The Company also owns the outstanding stock of Iowa First Capital Trust I, which was capitalized in March 2001 for the purpose of issuing Company Obligated Mandatorily Redeemable Preferred Securities. Reclassifications: Certain amounts in the prior year financial statements have been reclassified, with no effect on net income or stockholders' equity, to conform with current year presentations. Note 2. Capital Stock and Earnings Per Share Common shares and preferred stock authorized total 6,000,000 shares and 500,000 shares, respectively. 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. The average number of shares of common stock outstanding for the first three months of 2002 and 2001 were 1,456,473 and 1,495,714, respectively. There were no common stock equivalents in 2002 or 2001. 6 IOWA FIRST BANCSHARES CORP. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Discussion and Analysis of Financial Condition The Company's total assets at March 31, 2002, were $387,435,000. Muscatine's total assets were $285,397,000 which reflects a $6,373,000 (2.3%) increase from December 31, 2001, total assets. Fairfield's total assets were $99,987,000 at March 31, 2002, an increase of $1,032,000 (1.0%) when compared to December 31, 2001, total assets. Total consolidated assets increased by 1.8% during the first three months of 2002. Compared to March 31, 2001, however, total consolidated assets have increased $11,819,000 (3.1%). Net loans totaled $273,762,000 at March 31, 2002. Net loans at Muscatine decreased by $848,000 (0.4%) during the first three months. Net loans increased at Fairfield by $1,915,000 (2.8%) during the first three months. Consolidated net loans increased by $1,067,000 (0.4%) year-to-date. Total available for sale securities decreased $3,667,000 during the first three months of 2002 while federal funds sold increased $11,800,000. The Banks emphasize purchase of securities with maturities of five years and less as such purchases typically offer reasonable yields with little credit risk as well as limited interest rate risk. Additionally, selected securities with longer maturities are owned in order to enhance overall portfolio yield without significantly increasing risk. In the low interest rate environment experienced during the first quarter of 2002, the banks purchased fewer securities than the total of securities that were sold, matured, called, or paid down. Furthermore, most of the securities that were purchased had relatively short maturities. Securities sold during the current year of $2,997,000 have resulted in net gains recognized totaling $72,000. Total deposits at March 31, 2002, were $274,587,000. Deposits, net of intercompany deposits, at Muscatine increased $5,706,000 (3.0%) from the prior year end. Fairfield's total deposits increased $1,357,000 (1.8%) during the same period. This represents a combined deposit increase of nearly $7.1 million (2.6%) for the Company during the first three months of 2002. Additionally, securities sold under agreements to repurchase increased $656,000 to $5.7 million and advances borrowed from the Federal Home Loan Bank decreased $1,722,000 to total $69.0 million at quarter end. On March 28, 2001, the Company issued 4,000 shares totaling $4,000,000 of Company Obligated Mandatorily Redeemable Preferred Securities of Iowa First Capital Trust I. The securities provide for cumulative cash distributions calculated at a 10.18% annual rate. The Company may, at one or more times, defer interest payments on the capital securities for up to 10 consecutive semi-annual periods, but not beyond June 8, 2036. At the end of the deferral period, all accumulated and unpaid distributions will be paid. The capital securities will be redeemed on June 8, 2031; however, the Company has the option to shorten the maturity date to a date not earlier than June 8, 2011. The redemption price begins at 105.09% to par and is reduced 51 basis points each year until June 8, 2021 when the capital securities can be redeemed at par. Holders of the capital securities have no voting rights, are unsecured, and rank junior in priority of payment to all of the Company's indebtedness and senior to the Company's capital stock. For regulatory purposes, the entire amount of the capital securities is allowed in the calculation of Tier 1 capital. The capital securities are included in the balance sheet as a liability with the cash distributions included in interest expense. Results of Operation Consolidated net income was $855,000 for the first quarter of 2002. This was $3,000 or 0.3% more than the same period last year. However, net income per share for the first three months of 2002 was $.59 which represented $.02 or 3.5% more than the prior year. Net interest income increased from the first quarter of 2001 to the first quarter of 2002 by $73,000 (2.7%), provision for loan losses increased $29,000 (74.4%), securities gains increased by $11,000 (18.0%), other income increased by $50,000 (9.0%), operating expenses increased $119,000 (5.8%), and income tax expense decreased $17,000 (4.3%). 7 The net interest income increase during the first quarter 2002 compared to the first quarter 2001 resulted from a greater decline in interest expense paid on liabilities than the decrease in interest income earned on assets. During 2001, the prime lending rate dropped a precipitous 475 basis points with most other short-term market interest rates also experiencing sizable declines. This quick, substantial decline in the prime lending rate caused downward pressure on the Company's interest income; however, the balance sheet structure allowed even more rapid reductions in the cost of funds. The usage of wholesale funding sources, while mitigating intermediate and long-term interest rate risk, increases interest expense. The Company somewhat reduced its reliance on such wholesale funding sources during the first quarter of 2002. The interest expense associated with the debt incurred to purchase treasury shares and the interest expense related to the aforementioned Company Obligated Mandatorily Redeemable Preferred Securities also adds pressure to the net interest income. Finally, the intense competition for all types of loans and deposits limits the Company's ability to control pricing and other terms when dealing with customers. Provisions for loan losses were $68,000 for the three months ended March 31, 2002. This was $29,000 more than the first quarter of 2001. Net loan charge-offs through March 31, 2002 totaled $29,000 compared to net charge-offs of $42,000 for the first three months of 2001. The allowance for loan losses is maintained at the level considered adequate by management of the Banks to provide for losses that are probable. The allowance is increased by provisions charged to operating expense and reduced by net charge-offs. In determininig 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. Nonaccrual loans totaled $696,000 at March 31, 2002, $13,000 less than the end of the first quarter in 2001. Other real estate owned totaled $251,000, an increase of $44,000 from a year ago, and loans past due 90 days or more and still accruing totaled $245,000 which was $691,000 less than at the end of the first quarter of 2001. The allowance for possible loan losses of $3,221,000 represents 1.2% of net loans and 270% of total nonaccrual loans, other real estate owned, and loans past due 90 days or more and still accruing. The efficiency ratio, defined as noninterest expense as a percent of net interest income plus noninterest income, was 62.7% for the first three months of 2002 compared to 62.2% for all of 2001. The primary reason for this change is the increase in other operating expenses, a substantial portion of which is attributable to expanded technology costs. Interest Rate Sensitivity The Company manages its balance sheet to minimize the impact of interest rate movements on its earnings. The term "rate sensitive" 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. A positive repricing gap for a given period exists when total interest-earning assets exceed total interest-bearing liabilities and a negative 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 March 31, 2002, rate sensitive liabilities exceeded rate sensitive assets within a one year maturity range and, thus, the Company is theoretically positioned to benefit from a decline 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. 8 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. Additionally, liquidity can be gained by the sale of loans or securities prior to maturity if such assets had previously been designated as available for sale. 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. 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 at March 31, 2002, were $274,587,000 or 71% of total liabilities and equity. Federal funds sold overnight totaled $42,800,000 or 11% of March 31, 2002, total assets. These federal funds sold may be used to fund loans as well as deposit withdrawals, or for other purposes as defined by management. Securities available for sale with a cost totaling $39,648,000 at quarter-end included net unrealized gains of $1,151,000. These securities may be sold in whole or in part to increase liquid assets, reposition the investment portfolio, or for other purposes as defined by management. Capital Stockholders' equity increased $393,000 (1.7%) during the three months ended March 31, 2002. Federal regulatory agencies have adopted various capital standards for financial institutions, including risk-based capital standards. The primary objectives of the risk-based capital framework are to provide a consistent system for comparing capital positions of financial institutions and to take into account the different inherent risks among financial institutions' assets and off-balance-sheet items. Risk-based capital standards have been supplemented with requirements for a minimum Tier 1 capital to assets ratio (leverage ratio). In addition, regulatory agencies consider the published capital levels as minimum levels and may require a Financial Institution to maintain capital at higher levels. A comparison of the Company's capital as of March 31, 2002 with the requirements to be considered adequately capitalized is presented below. For Capital Actual Adequacy Purposes - -------------------------------------------------------------------------------- Tier 1 risk-based capital 10.79% 4.00% Total risk-based capital 12.01% 8.00% Tier 1 leverage ratio 7.48% 4.00% Impact of Inflation and Changing Prices The financial statements and related data presented herein have been prepared in accordance with accounting prinicles generally accepted in the United States of America, which require the measurement of financial position and operating results 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. 9 Trends, Events or Uncertainties Officers and Directors of the Company and its subsidiaries have had, and may have in the future, banking transactions in the ordinary course of business of the Company's subsidiaries. All such transactions are on substantially the same terms, including interest rates on loans and collateral, as those prevailing at the time for comparable transactions with others, involve no more than normal risk of collectibility, and present no other unfavorable features. In the normal course of business, the Banks are involved in various legal proceedings. In the current opinion of management, any liability resulting from such proceedings would not have a material effect on the Company's financial statements. The Company has in the past purchased shares of its outstanding common stock for the treasury as they become available. Additional future share repurchases have been authorized by the board of directors. During the first quarter of 2002, no shares were purchased under the existing stock repurchase program. Current Accounting Developments In July 2001, the Financial Accounting Standards Board issued Statement 141, "Business Combinations" and Statement 142, "Goodwill and Other Intangible Assets". Statement 141 eliminates the pooling method for accounting for business combinations; requires that intangible assets that meet certain criteria be reported separately from goodwill; and requires negative goodwill arising from a business combination to be recorded as an extraordinary gain. Statement 142 eliminates the amortization of goodwill and other intangibles that are determined to have an indefinite life; and requires, at a minimum, annual impairment tests for goodwill and other intangible assets that are determined to have an indefinite life. For the Company, the provisions of the Statements were generally effective January 1, 2002. Implementation of the Statements had no impact on the financial statements, except that annual goodwill amortization expense of $56,000 will no longer be recorded. For the three months ended March 31, 2001 goodwill amortization of $14,000 was recorded, thereby decreasing earnings per share by $.01 per share. 10 IOWA FIRST BANCSHARES CORP. AND SUBSIDIARIES OTHER INFORMATION ITEM 4. Submission of Matters to a Vote of Security Holders. At the Annual Meeting of the Company held at its offices on April 18, 2002, the shareholders elected the following individuals to the Board of Directors for the indicated terms: Votes in Favor Votes Against Term - --------------------------------------------------------------------- Craig R. Foss 1,216,894 0 3 Years Donald R. Heckman 1,207,674 0 3 Years D. Scott Ingstad 1,037,485 0 3 Years Beverly J. White 1,215,094 0 3 Years Stephen R. Cracker 1,036,535 0 2 Years ITEM 6. Exhibits and reports on Form 8-K. Reports on Form 8-K. No Form 8-K has been filed for the quarter ended March 31, 2002. 11 IOWA FIRST BANCSHARES CORP. AND SUBSIDIARIES SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. IOWA FIRST BANCSHARES CORP. (Registrant) 5/14/02 /s/ George A. Shepley - ---------------- ------------------------------- Date George A. Shepley, Chairman of the Board 5/14/02 /s/ Kim K. Bartling - ---------------- ------------------------------- Date Kim K. Bartling, Executive Vice President, Chief Operating Officer & Treasurer 12