UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended June 30, 2003 ------------- 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 [ ] Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X] At June 30, 2003 there were 1,420,445 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, June 30, 2003 and December 31, 2002 1 Consolidated Condensed Statements of Income, Three and Six Months Ended June 30, 2003 and 2002 2 Consolidated Condensed Statements of Cash Flows, Six Months Ended June 30, 2003 and 2002 3 Notes to Consolidated Condensed Financial Statements 4-5 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 6-16 Item 4. Controls and Procedures 17 PART II Other Information Item 6. Exhibits and Reports on Form 8-K 17 Signatures 18 2 IOWA FIRST BANCSHARES CORP. AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS (In Thousands) (Unaudited) June 30, December 31, 2003 2002 -------------------------- ASSETS Cash and due from banks ................................ $ 13,653 $ 17,283 Interest-bearing deposits at financial institutions .... 6,641 1,791 Federal funds sold ..................................... 47,035 30,600 Investment securities available for sale ............... 37,415 38,095 Loans, net of allowance for loan losses June 30, 2003, $3,355; December 31, 2002, $3,304 .............. 271,383 273,922 Bank premises and equipment, net ....................... 6,659 5,303 Accrued interest receivable ............................ 2,180 2,672 Life insurance contracts ............................... 4,053 3,953 Restricted investment securities ....................... 3,957 3,957 Other assets ........................................... 1,102 1,129 --------------------- TOTAL ASSETS ........................................ $394,078 $378,705 ===================== LIABILITIES AND STOCKHOLDERS' EQUITY LIABILITIES Noninterest bearing deposits ........................... $ 46,146 $ 45,293 Interest bearing deposits .............................. 245,231 225,129 --------------------- TOTAL DEPOSITS ...................................... 291,377 270,422 Note payable ........................................... 3,300 3,300 Securities sold under agreements to repurchase ......... 5,003 6,591 Federal Home Loan Bank advances ........................ 59,752 64,609 Treasury tax and loan open note ........................ 697 785 Company obligated mandatorily redeemable preferred securities of subsidiary trust ....................... 4,000 4,000 Dividends payable ...................................... 334 335 Other liabilities ...................................... 1,724 1,633 --------------------- TOTAL LIABILITIES ................................... 366,187 351,675 --------------------- Redeemable common stock held by employee stock ownership plan with 401(k) provisions (KSOP) ........... 2,717 2,717 --------------------- STOCKHOLDERS' EQUITY Common stock ........................................... 200 200 Additional paid-in capital ............................. 4,254 4,254 Retained earnings ...................................... 35,087 34,195 Accumulated other comprehensive income ................. 1,177 1,101 Less net cost of common shares acquired for the treasury (12,827) (12,720) Less maximum cash obligation related to KSOP shares .... (2,717) (2,717) --------------------- TOTAL STOCKHOLDERS' EQUITY .......................... 25,174 24,313 --------------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ............. $394,078 $378,705 ===================== 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 Six Months Ended June 30, June 30, -------------------------------------- 2003 2002 2003 2002 -------------------------------------- INTEREST AND DIVIDEND INCOME: Loans, including fees: Taxable ................................. $ 4,435 $ 4,950 $ 8,917 $ 9,827 Nontaxable .............................. 25 24 59 43 Investment securities available for sale: Taxable ................................. 247 294 503 615 Nontaxable .............................. 183 207 376 418 Federal funds sold ........................ 141 128 258 277 Restricted investment securities .......... 30 31 61 57 Other ..................................... 29 20 51 44 ------------------------------------- Total interest income .................. 5,090 5,654 10,225 11,281 ------------------------------------- INTEREST EXPENSE: Deposits .................................. 1,229 1,495 2,486 3,039 Note payable .............................. 39 75 100 183 Other borrowed funds ...................... 880 1,043 1,813 2,121 Company obligated mandatorily redeemable preferred securities ................... 103 103 206 206 ------------------------------------- Total interest expense .................. 2,251 2,716 4,605 5,549 ------------------------------------- Net interest income ....................... 2,839 2,938 5,620 5,732 Provision for loan losses .................... 90 167 460 235 ------------------------------------- Net interest income after provision for loan losses ............................. 2,749 2,771 5,160 5,497 ------------------------------------- Other income: Trust department .......................... 95 103 190 207 Service fees .............................. 415 375 763 706 Investment securities gains, net .......... 12 8 22 80 Other ..................................... 243 133 437 282 ------------------------------------- Total other income ...................... 765 619 1,412 1,275 ------------------------------------- Operating expenses: Salaries and employee benefits ............ 1,218 1,193 2,484 2,418 Occupancy expenses, net ................... 164 167 342 331 Equipment expenses ........................ 179 177 332 363 Office supplies, printing, and postage .... 85 90 192 181 Computer processing ....................... 135 116 265 237 Advertising and business promotion ........ 49 41 79 81 Other operating expenses .................. 350 348 686 674 ------------------------------------- Total operating expenses ................. 2,180 2,132 4,380 4,285 ------------------------------------- Income before income taxes ................ $ 1,334 $ 1,258 $ 2,192 $ 2,487 Applicable income taxes ...................... 390 389 631 763 ------------------------------------- Net income ................................... $ 944 $ 869 $ 1,561 $ 1,724 ===================================== Net income per common share, basic and diluted $ 0.67 $ 0.60 $ 1.10 $ 1.19 ===================================== Dividends declared per common share .......... $ 0.24 $ 0.23 $ 0.47 $ 0.46 ===================================== Comprehensive income ......................... $ 1,015 $ 1,146 $ 1,637 $ 1,865 ==================================== See notes to Consolidated Condensed Financial Statements. 4 IOWA FIRST BANCSHARES CORP. AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS For The Six Months Ended June 30, 2003 and 2002 (In Thousands) (Unaudited) 2003 2002 -------------------- CASH FLOWS FROM OPERATING ACTIVITIES Net income ........................................................... $ 1,561 $ 1,724 Adjustments to reconcile net income to net cash provided by operating activities: Proceeds from loans sold .......................................... 9,800 3,970 Loans underwritten ................................................ (10,268) (3,927) Gains on loans sold .............................................. (145) (43) Provision for loan losses ......................................... 460 235 Investment securities gains, net .................................. (22) (80) Depreciation ...................................................... 259 311 Amortization of premiums and accretion of discounts on investment securities available for sale, net ................ 95 14 Net decrease in accrued interest receivable ....................... 492 403 Net (increase) decrease in other assets ........................... 27 (347) Net increase in other liabilities ................................ 44 77 -------------------- Net cash provided by operating activities ............................ $ 2,303 $ 2,337 -------------------- CASH FLOWS FROM INVESTING ACTIVITIES Net increase in interest-bearing deposits at financial institut$ons (4,850) $ (528) Net (increase) decrease in federal funds sold ..................... (16,435) 5,415 Proceeds from sales, maturities, calls and paydowns of available for sale securities ............................................... 4,767 14,534 Purchases of available for sale securities ........................ (4,037) (7,990) Net (increase) decrease in loans .................................. 2,692 (5,633) Purchases of bank premises and equipment .......................... (1,615) (159) Purchases of life insurance contracts ............................. -- (405) Increase in cash value of life insurance contracts ................ (100) (88) Purchases of restricted investment securities ..................... -- (43) -------------------- Net cash provided by (used in) investing activities ............... $(19,578) $ 5,103 -------------------- CASH FLOWS FROM FINANCING ACTIVITIES Net increase in noninterest bearing deposits ...................... $ 853 $ 20 Net increase in interest bearing deposits ......................... 20,102 31 Net (decrease) in securities sold under agreements to repurchase ........................................ (1,588) (155) Repayment of note payable ......................................... (3,324) (2,119) Proceeds from note payable ........................................ 3,324 -- Net increase (decrease) in treasury tax and loan open note ........ (88) 295 Advances from Federal Home Loan Bank .............................. 9,550 1,000 Payments of advances from Federal Home Loan Bank .................. (14,407) (5,649) Cash dividends paid ............................................... (670) (663) Purchases of common stock for the treasury ........................ (107) (430) Proceeds from issuance of common stock ............................ -- 105 -------------------- Net cash provided by (used in)financing activities ................ $ 13,645 $ (7,565) -------------------- Net (decrease) in cash and due from banks ......................... (3,630) (125) Cash and due from banks: Beginning ......................................................... $ 17,283 $ 14,661 -------------------- Ending ............................................................ $ 13,653 $ 14,536 ==================== Supplemental Disclosures of Cash Flow Information, cash payments for: Interest ....................................................... $ 4,676 $ 5,669 Income taxes ................................................... 697 721 Supplemental Schedule of Noncash Investing and Financing Activities: Change in accumulated other comprehensive income, unrealized gains on investment securities available for sale, net ............. 76 141 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, money market and time 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. Some of these other services include sweep accounts, lock-box deposits, debit cards, credit-related insurance, internet banking, automated teller machines, telephone banking and investment services through a third-party arrangement. 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. Basis of Presentation: The consolidated financial statements of the Company and its subsidiaries are unaudited and should be read in conjunction with the consolidated financial statements contained in the 2002 Annual Report on Form 10-K. The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and conform to predominant practices within the banking industry. Management of the Company has made a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare the consolidated financial statements. In the opinion of management, all adjustments and normal recurring accruals considered necessary for a fair presentation of the results of operations for the interim periods presented herein have been included. Operating results for the three and six months ended June 30, 2003 are not necessarily indicative of the results that may be expected for the year ending December 31, 2003. Reclassifications: Certain amounts in the prior year financial statements have been reclassified, with no effect on net income or stockholders' equity, to conform to 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 three and six months ended June 30, 2003 were 1,418,983 and 1,423,214, respectively. The average number of shares of common stock outstanding for the three and six months ended June 30, 2002 were 1,440,800 and 1,448,637, respectively. There were no common stock equivalents in 2003 or 2002. Note 3. Commitments and Contingencies 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. 6 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. June 30, December 31, 2003 2002 -------------------------- Financial instruments whose contract amounts represent credit risk: Commitments to extend credit ................... $35,667,000 $44,521,000 Standby letters of credit ...................... 1,677,000 2,539,000 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 creditworthiness on a case-by-case basis. Standby letters of credit are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support public and private borrowing arrangements and, generally, have terms of one year, or less. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. The Banks hold collateral, which may include accounts receivable, inventory, property, equipment, and income-producing properties, supporting those commitments if deemed necessary. In the event the customer does not perform in accordance with the terms of the agreement with the third party, the Banks would be required to fund the commitment. The maximum potential amount of future payments the Banks could be required to make is represented by the contractual amount shown in the summary above. If the commitment is funded, the Banks would be entitled to seek recovery from the customer. At June 30, 2003 and December 31, 2002 no amounts have been recorded as liabilities for the Banks' potential obligations under these guarantees. The Company has also executed contracts for the sale of mortgage loans in the secondary market in the amount of $1,003,000 and $390,000 as of June 30, 2003 and December 31, 2002, respectively. These amounts are included in loans at the respective balance sheet dates. Results of Operations: Quarter ended June 30, 2003 compared with quarter ended June 30, 2002: The Company recorded net income of $944,000 for the quarter ended June 30, 2003, compared with net income of $869,000 for the quarter ended June 30, 2002, an increase of $75,000 or 8.6%. This increase in net income, despite a decline in net interest income, resulted from lower provision for loan losses during the second quarter of 2003 than experienced the second quarter of 2002. Additionally, noninterest income was substantially higher in the quarter ended June 30, 2003 than the quarter ended June 30, 2002. Basic and diluted earnings per share were $.67 for the three months ended June 30, 2003, $.07 or 11.7% greater than the same period in 2002. The Company's annualized return on average assets for the second quarter of 2003 was .95% compared to .92% during the second quarter of the prior year. The Company's annualized return on average equity for the three months ended June 30, 2003 and June 30, 2002 was 15.2% and 14.7%, respectively. 7 The distribution of average assets, liabilities and stockholders' equity and intrest rates, as well as interest differential was as follows (dollar amounts in thousands and income and rates on a fully taxable equivalent basis using staturory tax rates in effect for the year presented): Three Months Ended Three Months Ended June 30, 2003 June 30, 2002 ------------------------ ------------------------ Average Average Balance Interest Rate Balance Interest Rate -------------------------------------------------- Assets Taxable loans, net .... $270,395 $4,435 6.56% $276,891 $4,950 7.15% Taxable investment securities available for sale ............ 21,903 247 4.51% 21,182 294 5.55% Nontaxable investment securities and loans 18,131 315 6.95% 19,319 350 7.25% Federal funds sold .... 51,271 141 1.10% 30,658 128 1.67% Restricted investment securities .......... 3,957 30 3.03% 3,890 31 3.19% Interest-bearing deposits at financial institutions ........ 5,166 29 2.25% 2,188 20 3.66% ---------------- ---------------- Total interest- earning assets .. 370,823 5,197 5.61% 354,128 5,773 6.52% ------ ------ Cash and due from banks 13,845 13,449 Bank premises and equipment, net ...... 6,498 4,913 Life insurance contracts ........... 4,031 3,518 Other assets .......... 3,498 3,391 -------- -------- Total ........... $398,695 $379,399 ======== ======== Liabilities Deposits: Interest-bearing demand.. .......... $134,976 $ 274 0.81% $117,229 $ 402 1.37% Time ................ 114,833 955 3.34% 112,671 1,093 3.89% Note payable .......... 3,300 39 4.73% 4,050 75 7.41% Other borrowings ...... 69,102 880 5.11% 73,237 1,043 5.71% Company obligated mandatorily redeemable preferred securities 4,000 103 10.30% 4,000 103 10.30% ---------------- ---------------- Total interest- bearing liabilities.... 326,211 2,251 2.77% 311,187 2,716 3.49% Noninterest-bearing deposits .......... 42,811 40,235 Other liabilities ..... 2,020 1,958 -------- ------- Total liabilities .... 371,042 353,380 Redeemable common stock held by KSOP ............... 2,717 2,242 Stockholders' Equity ... 24,936 23,777 -------- -------- Total .......... $398,695 $379,399 ======== ======== Net interest earnings .. $2,946 $3,057 ====== ====== Net Annualized Yield (net interest earnings divided by total interest-earning assets) ............. 3.18% 3.45% ===== ===== Nonaccruing loans are included in the average balance. Loan fees are not material. 8 The net interest margin continues to be pressured as evidenced by a decrease to 3.18% during the second quarter of 2003 compared to 3.45% during the second quarter of 2002. The return on average interest-earning assets decreased 91 basis points (from 6.52% in 2002 to 5.61% in 2003) and interest paid on average interest-bearing liabilities decreased 72 basis points (from 3.49% in 2002 to 2.77% in 2003). The prime lending rate began the year 2002 at 4.75% and ended 2002 lower at 4.25%; it subsequently dropped to 4.00% as of late June 2003. This is the lowest prime lending rate in several decades. During this period of historically low interest rates, increased emphasis has been given to incorporating interest rate floors on selected commercial and agricultural loans. During the first two quarters of 2003 most, if not all, of such loans subject to interest rate floors were actually paying the floor rate. This resulted in the rates received on taxable loans during the second quarter of 2003, compared to the second quarter of 2002, falling somewhat less than the rates paid on interest-bearing liabilities (59 basis points versus 72 basis points). Eventually, when market interest rates again rise, rates paid on interest-bearing liabilities may, for a time, increase more than rates received on taxable loans. This outcome is possible due to the loans which are subject to floor rate pricing lagging market interest rate increases until such time as the floor rate has been exceeded. The extent of this impact will depend on the amount and timing of eventual market interest rate hikes. Rates received on taxable investment securities available for sale have decreased during the second quarter of 2003 versus the second quarter of 2002 at a faster pace than the rates paid on interest-bearing liabilities (decreases of 104 basis points and 72 basis points, respectively). This is largely due to maturities and early calls of taxable investment securities coupled with reinvestment at appreciably lower interest rates. This portfolio, however, with an average maturity of less than four years, had an interest rate return during the quarter similar to that of thirty year treasury securities. Rates received during the quarter ended June 30, 2003 compared to the quarter ended June 30, 2002 on nontaxable investment securities available for sale and loans decreased at a much slower pace than the rates paid on interest-bearing liabilities (decreases of 30 basis points and 72 basis points, respectively). This was due largely to a longer average duration for nontaxable investment securities available for sale and loans than the average duration for interest-bearing liabilities. Most of the nontaxable investment securities available for sale were purchased when market interest rates were higher than rates currently available. In the current interest rate environment, when taxable and nontaxable investment securities mature or are sold, called, or otherwise paid down, the reinvestment rate available is nearly always lower than the yield of the liquidating security. The usage of wholesale funding sources (primarily Federal Home Loan Bank advances), while mitigating intermediate and long-term interest rate risk, tends to increase overall interest expense. The Company's average rate paid for such Federal Home Loan Bank advances was reduced by 60 basis points when comparing the second quarter of 2003 with the second quarter of 2002. Intense competition for all types of loans and deposits tends to limit the Company's ability to control pricing and other terms when dealing with customers. Provisions for loan losses were $90,000 for the three months ended June 30, 2003. This was $77,000 less than the second quarter of 2002. Net loan charge-offs for the quarter ended June 30, 2003 totaled $54,000 compared to net charge-offs of $74,000 for the same quarter in 2002. Loan quality has been negatively impacted by a variety of factors including, but not necessarily limited to, a generally sluggish economy. Specifically, the quality of the agricultural loan portfolio at the Company's Fairfield subsidiary bank has declined, resulting in larger than normal first quarter 2003 provision for loan losses. Various strategies are being implemented by management in an effort to improve the loan quality of the portfolio in question. These strategies include obtaining government guarantees for portions of certain identified loans, increasing monitoring efforts over the loan portfolio in general and past due loans in particular, as well as a renewed focus on taking appropriate corrective actions with borrowers who are not fulfilling their contractual obligations. While cautiously optimistic as to the likelihood of positive results emanating from the strategies being employed, management realizes that significantly improving loan quality is not normally a quick process. 9 The allowance for possible loan losses is maintained at the level considered adequate by management of the Banks to provide for probable losses in the existing loan portfolio. 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, the composition of the loan portfolio, historical loan loss experience, review of specific problem loans, the estimated net realizable value or the fair value of the underlying collateral, and other factors. Nonaccrual loans totaled $2,182,000 at June 30, 2003, an increase of $768,000 or 54.3% from June 30, 2002. Other real estate owned totaled $391,000, a decrease of $144,000 or 26.9% from a year ago. Loans past due 90 days or more and still accruing totaled $592,000, which was $447,000 or 308% more than a year earlier. The allowance for possible loan losses of $3,355,000 represented 1.2% of gross loans and 106% of total nonaccrual loans, other real estate owned, and loans past due 90 days or more and still accruing. Other income results from the charges and fees collected by the Company from its customers for various services performed, gross trust department revenue, miscellaneous other income and gains (or losses) from the sale of investment securities in the available for sale category. Total other income for the second quarter of 2003, without gains on investment securities, was $753,000; $142,000 or 23.2% more than the second quarter of 2002. Operating expenses include all the costs incurred to operate the Company except for interest expense, the loan loss provision and income taxes. For the quarter ended June 30, 2003, salaries and employee benefits expense increased $25,000 or 2.1% due principally to normal cost of living and merit raises, training time for new employees and rising health care cost. Occupancy and equipment expenses decreased $1,000 or 0.3%. Office supplies and related expenses decreased $5,000 or 5.6%. Computer processing increased $19,000 or 16.4% as additional costs associated with enhanced communications, marketing applications and disaster recovery contracts were recognized. Finally, other operating expenses increased only $2,000 or 0.6% due largely to management's focus on controlling noninterest operating expenses. Total operating expenses increased a modest $48,000 or 2.3% during the second quarter of 2003 versus the same quarter last year. Income tax expense for the quarter ended June 30, 2003 of $390,000 represented 29.2% of income before taxes. The comparable quarter last year was 30.9% of income before tax. The efficiency ratio, defined as noninterest expense, excluding the provision for loan losses, as a percent of net interest income plus noninterest income, was 60.5% and 59.9% for the three months ended June 30, 2003 and 2002, respectively. The primary reasons for this change in the efficiency ratio are discussed above. Results of Operations: Six months ended June 30, 2003 compared with six months ended June 30, 2002: The Company recorded net income of $1,561,000 for the six months ended June 30, 2003, compared with net income of $1,724,000 for the same period in 2002, a decrease of $163,000 or 9.5%. This decrease in net income was primarily attributable to higher provision for loan losses during the first six months of 2003 than experienced in 2002. Additionally, net interest income for the first two quarters of 2003 was lower than the comparable period in 2002. Basic and diluted earnings per share were $1.10 for the six months ended June 30, 2003, $.09 or 7.6% less than the same period in 2002. The Company's annualized return on average assets for the first two quarters of 2003 was .80% compared to .91% during the same quarters of the prior year. The Company's annualized return on average equity for the six months ended June 30, 2003 and June 30, 2002 was 12.7% and 14.8%, respectively. 10 The distribution of average assets, liabilities and stockholders' equity and intrest rates, as well as interest differential was as follows (dollar amounts in thousands and income and rates on a fully taxable equivalent basis using staturory tax rates in effect for the year presented): Six Months Ended Six Months Ended June 30, 2003 June 30, 2002 ------------------------ ------------------------ Average Average Balance Interest Rate Balance Interest Rate -------------------------------------------------- Assets Taxable loans, net .... $269,522 $8,917 6.62% $273,617 $9,827 7.18% Taxable investment securities available for sale ............ 21,616 503 4.65% 21,777 615 5.65% Nontaxable investment securities and loans 18,750 659 7.03% 19,379 698 7.20% Federal funds sold .... 47,207 258 1.09% 34,445 277 1.61% Restricted investment securities .......... 3,957 61 3.08% 3,879 57 2.94% Interest-bearing deposits at financial institutions ........ 4,490 51 2.27% 2,662 44 3.31% ---------------- ---------------- Total interest- earning assets .. 365,542 10,449 5.72% 355,759 11,518 6.48% ------ ------ Cash and due from banks 14,027 13,143 Bank premises and equipment, net ...... 6,129 4,958 Life insurance contracts ........... 4,005 3,453 Other assets .......... 3,744 3,459 -------- -------- Total ........... $393,447 $380,772 ======== ======== Liabilities Deposits: Interest-bearing demand............. $126,382 $ 542 0.86% $115,239 $ 805 1.40% Time ................ 115,666 1,944 3.39% 113,893 2,235 3.96% Note payable .......... 3,300 100 6.06% 4,950 183 7.39% Other borrowings ...... 70,825 1,813 5.16% 74,930 2,120 5.71% Company obligated mandatorily redeemable preferred securities 4,000 206 10.30% 4,000 206 10.30% ---------------- ---------------- Total interest- bearing liabilities... 320,173 4,605 2.90% 313,012 5,549 3.58% Noninterest-bearing deposits ........... 43,720 39,988 Other liabilities .... 2,021 2,034 -------- -------- Total liabilities .... 365,914 355,034 Redeemable common stock held by KSOP ............... 2,717 2,242 Stockholders' Equity ... 24,816 23,496 -------- -------- Total .......... $393,447 $380,772 ======== ======== Net interest earnings .. $5,844 $5,969 ====== ====== Net Annualized Yield (net interest earnings divided by total interest-earning assets) .............. 3.20% 3.36% ===== ===== 11 The net interest margin declined to 3.20% from 3.36% for the six month periods ended June 30, 2003 and June 30, 2002, respectively. The return on average interest-earning assets decreased 76 basis points (from 6.48% in 2002 to 5.72% in 2003) and interest paid on average interest-bearing liabilities decreased 65 basis points (from 3.55% in 2002 to 2.90% in 2003). The rates received on taxable loans during the first six months of 2003, compared to the first six months of 2002, declined somewhat less than the rates paid on interest-bearing liabilities (56 basis points versus 65 basis points). Eventually, when market interest rates again rise, rates paid on interest-bearing liabilities may, for a time, increase more than rates received on taxable loans. This outcome is possible due to the loans which are subject to floor rate pricing lagging market interest rate increases until such time as the floor rate has been exceeded. The extent of this impact will depend on the amount and timing of eventual market interest rate hikes. Rates received on taxable investment securities available for sale have decreased during the first two quarters of 2003 versus the same quarters in 2002 at a faster pace than the rates paid on interest-bearing liabilities (decreases of 100 basis points and 65 basis points, respectively). This is largely due to maturities and early calls of taxable investment securities coupled with reinvestment at appreciably lower interest rates. Rates received during the quarter ended June 30, 2003 compared to the quarter ended June 30, 2002 on nontaxable investment securities available for sale and loans decreased at a much slower pace than the rates paid on interest-bearing liabilities (decreases of 17 basis points and 65 basis points, respectively). This was due largely to a longer average duration for nontaxable investment securities available for sale and loans than the average duration for interest-bearing liabilities. Most of the nontaxable investment securities available for sale were purchased when market interest rates were higher than rates currently available. In the current interest rate environment, when taxable and nontaxable investment securities mature or are sold, called, or otherwise paid down, the reinvestment rate available is nearly always lower than the yield of the liquidating security. The usage of wholesale funding sources (primarily Federal Home Loan Bank advances), while mitigating intermediate and long-term interest rate risk, tends to increase overall interest expense. The Company's average rate paid for such Federal Home Loan Bank advances was reduced by 50 basis points when comparing the first two quarters of 2003 with 2002. Intense competition for all types of loans and deposits tends to limit the Company's ability to control pricing and other terms when dealing with customers. Provisions for loan losses were $460,000 for the six months ended June 30, 2003. This was $225,000 more than the provision for loan losses during the first six months of 2002. Net loan charge-offs for the six month period ended June 30, 2003 totaled $409,000 compared to net charge-offs of $103,000 for the same time frame in 2002. As previously discussed, various strategies are being implemented by management in an effort to improve loan quality. These strategies include obtaining government guarantees for portions of certain identified loans, increasing monitoring efforts over the loan portfolio in general and past due loans in particular, as well as a renewed focus on taking appropriate corrective actions with borrowers who are not fulfilling their contractual obligations. While cautiously optimistic as to the likelihood of positive results emanating from the strategies being employed, management realizes that significantly improving loan quality is not normally a quick process. Other income results from the charges and fees collected by the Company from its customers for various services performed, gross trust department revenue, miscellaneous other income and gains (or losses) from the sale of investment securities in the available for sale category. Total other income for the first six months of 2003, without gains on investment securities, was $1,390,000; $195,000 or 16.3% more than the same period in 2002. 12 Operating expenses include all the costs incurred to operate the Company except for interest expense, the loan loss provision and income taxes. For the two quarters ended June 30, 2003 compared to the two quarters ended June 30, 2002, salaries and employee benefits expense increased $66,000 or 2.7% due principally to normal cost of living and merit raises, training time for new employees and rising health care cost. Occupancy and equipment expenses decreased $20,000 or 2.9%. Office supplies and related expenses increased $11,000 or 6.1% and computer processing increased $28,000 or 11.8%. Finally, other operating expenses increased only $12,000 or 1.8% due largely to management's focus on controlling noninterest operating expenses. Total operating expenses increased $95,000 or 2.2% during the first two quarters of 2003 versus the same time frame last year. Income tax expense for the six months ended June 30, 2003 of $631,000 was $132,000 or 17.3% less than the prior year. This decrease was primarily attributable to decreased net income generated in 2003 than 2002, and a reduction in the effective tax rate for 2003 of 28.8% versus 30.7% in 2002. The efficiency ratio, defined as noninterest expense, excluding the provision for loan losses, as a percent of net interest income plus noninterest income, was 62.3% and 61.2% for the six months ended June 30, 2003 and 2002, respectively. The primary reasons for this change in the efficiency ratio are discussed above. Discussion and Analysis of Financial Condition The Company's assets at June 30, 2003 totaled $394,078,000, an increase of $15,373,000 or 4.1% from December 31, 2002. As of June 30, 2003, the Company had $47,035,000 of federal funds sold compared to $30,600,000 at December 31, 2002. Additionally, interest-bearing deposits at financial institutions (primarily fully FDIC insured certificates of deposit with original maturities of three years or less and interest-bearing demand accounts at various banking institutions) totaled $6,641,000 versus $1,791,000 at December 31, 2002. This increase was primarily the result of higher yields available on such certificates of deposit than could be obtained in the federal funds and treasury securities markets. Federal funds sold and other liquid assets have been higher the past several quarters than the Company would historically consider normal. These liquid assets may be used to fund future loan growth, deposit or other liability outflows, purchases of investment securities available for sale when interest rates again rise, or various other purposes as identified by management. Total available for sale securities decreased $680,000 or 1.8% during the first six months of 2003 to total $37,415,000 at June 30, 2003. The Banks emphasize purchase of securities with maturities of five years and less as such purchases typically offer reasonable yields with limited 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 which continued during the first six months of 2003, the banks limited their purchases of securities to approximately the total of securities that were sold, matured, called, or paid down. Furthermore, most of the securities that were purchased had relatively short maturities or likely early call dates. Securities sold thus far in 2003 totaled $516,000 and resulted in net gains recognized of $22,000. Net loans totaled $271,383,000 at June 30, 2003, a decrease of $2,539,000 or 0.9% from December 31, 2002. Competition for high-quality loans remains intense, particularly in the small consumer and residential real estate loan categories. Refinancing of home loans, fueled by historically low interest rates, continues at a rapid pace. The Company sells many of these loans in the secondary market. However, the loans which are sold, as well as the loans remaining in the Company's portfolio but refinance at lower rates, combine to put pressure on loan yields and the volume of home loans on the balance sheet. Total deposits at June 30, 2003, were $291,377,000, an increase of $20,955,000 or 7.8% from the balance at December 31, 2002. Certificates of deposit represented on average for the six months ended June 30, 2003, approximately 41% of total deposits. Interest-bearing demand deposits, comprised of savings, money market and NOW accounts, represented another 44% of average deposits. The final 15% of average deposits were in noninterest-bearing accounts. Securities sold under agreements to repurchase decreased $1,588,000 to $5,003,000, and advances borrowed from the Federal Home Loan Bank declined by $4,857,000 from year-end 2002, totaling $59,752,000 at quarter end. The note payable balance of $3,300,000 at June 30, 2003, was identical to the December 31, 2002 balance. This note was refinanced during the second quarter of 2003. The new variable rate revolving five-year term note is priced at Prime less one percent, with a floor of 3.25% and a ceiling of 5.25%, considerably lower than the prior fixed rate of over 7.35%. 13 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 June 30, 2003, 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. 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, interest-bearing deposits at financial institutions, 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. 14 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 June 30, 2003, were $291,377,000 or 73.9% of total liabilities and equity. Federal funds sold overnight totaled $47,035,000 or 11.9% of June 30, 2003 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 fair value totaling $37,415,000 at quarter-end included net unrealized gains of $1,879,000. 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 $574,000 (2.3%) and $861,000 (3.6%) during the three and six months ended June 30, 2003, respectively. The year-to-date increase included net income of $1,561,000, growth of $76,000 in accumulated other comprehensive income, $669,000 of dividends declared to shareholders, and $107,000 of treasury share purchases. 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 June 30, 2003 with the requirements to be considered adequately capitalized is presented below. For Capital Actual Adequacy Purposes ----------------------------- Total capital to risk-weighted assets ..... 12.5% 8.00% Tier 1 capital to risk-weighted assets .... 11.3% 4.00% Tier 1 capital to average assets .......... 7.6% 4.00% Impact of Inflation and Changing Prices The financial statements and related data presented herein have been prepared in accordance with accounting principles 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. 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. 15 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, during the second quarter of 2003, completed construction of a new branch in Muscatine, Iowa. This branch is located on a major thoroughfare and retail area, Highway 61, on the northeast side of Muscatine. The branch offers a wide variety of banking services in its 3,000 square feet of space. In addition to deposit products, the new branch also offers consumer and real estate lending services. A traditional inside four person teller line and four drive-up teller lanes are complemented by freestanding twenty-four hour ATM services. The Company has in the past purchased, and is authorized under an existing stock repurchase plan to buy in the future, shares of its outstanding common stock for the treasury as they become available. Pursuant to the stock repurchase plan approved by the Board of Directors, 4,000 shares were purchased by the Company during the first two quarters of 2003. Current Accounting Developments The Financial Accounting Standards Board has issued Statement 149, "Amendment of Statement 133 on Derivative Instruments and Hedging". This Statement amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities under Statement 133. The Statement is effective for contracts entered into or modified after June 30, 2003 and for hedging relationships designated after June 30, 2003. Implementation of the Statement is not expected to have a material impact on the consolidated financial statements. The Financial Accounting Standards Board has issued Statement 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity". This Statement establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity and requires that certain freestanding financial instruments be reported as liabilities in the balance sheet. Depending on the type of financial instrument, it is required to be accounted for at either fair value or the present value of future cash flows determined at each balance sheet date with the change in that value reported as interest expense in the income statement. Prior to the application of Statement No. 150, either those financial instruments were not required to be recognized, or if recognized were reported in the balance sheet as equity and changes in the value of those instruments were normally not recognized in net income. For the Company, the Statement is effective July 1, 2003, and management is currently in the process of evaluating the impact that implementation will have on the consolidated financial statements. "SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT With the exception of the historical information contained in this report, the matters described herein contain certain forward-looking statements with respect to the Company's financial condition, results of operations and business. These forward-looking statements are subject to certain risks and uncertainties, not all of which can be predicted or anticipated. Factors that may cause actual results to differ materially from those contemplated by the forward-looking statements herein include market conditions as well as conditions affecting the banking industry generally and factors having a specific impact on the Company, including but limited to fluctuations in interest rates and in the economy; the impact of laws and regulations applicable to the Company and changes therein; the impact of accounting pronouncements applicable to the Company and changes therein; competitive conditions in the markets in which the Company operates, including competition from banking and non-banking companies with substantially greater resources; the Company's ability to control the composition of its loan portfolio without adversely affecting interest income; the Company's dependence on third party suppliers; and the Company's ability to respond to changes in technology. Readers of this Form 10-Q should therefore not place undue reliance on forward-looking statements. Item 4 - Disclosure Controls and Procedures As of the end of the period covered by this report, the Company conducted an evaluation, under the supervision and with the participation of the principal executive officer (Chairman of the Board, President and CEO) and principal financial officer (Executive Vice President, Chief Operating Officer & Treasurer), of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act")). Based on this evaluation, the principal executive officer and principal financial officer concluded that the Company's disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. There was no change in the Company's internal control over financial reporting during the Company's most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting. 16 Part II OTHER INFORMATION ITEM 6. Exhibits and Reports on Form 8-K. (a) Exhibits Exhibit 31.1 - Certification pursuant to Rule 13a-15(e) and 15d-15(e) Exhibit 31.2 - Certification pursuant to Rule 13a-15(e) and 15d-15(e) Exhibit 32.1 - Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Exhibit 32.2 - Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (b) Reports on Form 8-K. A Form 8-K was filed on April 18, 2003 and consisted of a press release discussing financial results of the Company for the quarter ended March 31, 2003 as well as the shareholder dividend payable in April 2003 and the retirement of the Company's Chairman of the Board and announcement of his successor. 17 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) August 14, 2003 /s/ D. Scott Ingstad - --------------- ------------------------------- Date D. Scott Ingstad, Chairman of the Board, President and CEO August 14, 2003 /s/ Kim K. Bartling - --------------- ------------------------------- Date Kim K. Bartling, Executive Vice President, Chief Operating Officer & Treasurer 18