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 September 30, 1997 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) 319-263-4221 ------------------------------- (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 September 30, 1997 there were 1,779,242 shares of the registrant's common stock outstanding. 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, September 30, 1997 and December 31, 1996 Consolidated Condensed Statements of Operations, Three and Nine Months Ended September 30, 1997 and 1996 Consolidated Condensed Statements of Cash Flows, Nine months Ended September 30, 1997 and 1996 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 6. Exhibits and Reports on Form 8-K Signatures IOWA FIRST BANCSHARES CORP. AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS (In Thousands) (Unaudited) September 30, December 31, 1997 1996 ------------- ------------ ASSETS Cash and due from banks ....................................... $ 12,303 $ 14,914 Investment securities available for sale (cost September 30, .. 69,222 67,622 1997, $68,752; December 31, 1996, $67,492) Federal funds sold and securities purchased under resale agreements .......................... 3,540 7,263 Loans, net of allowance for possible loan losses September 30, 1997, $2,647; December 31, 1996, $2,803 .................................. 202,602 183,438 Bank premises and equipment, net .............................. 5,671 4,526 Other assets .................................................. 3,541 2,698 -------- -------- TOTAL ASSETS ............................................... $296,879 $280,461 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY LIABILITIES Noninterest bearing deposits .................................. $ 37,728 $ 43,445 Interest bearing deposits ..................................... 202,067 194,907 -------- -------- TOTAL DEPOSITS ............................................. $239,795 $238,352 Federal funds purchased and securities sold under agreements to repurchase ........................ 5,567 5,453 Federal Home Loan Bank advances ............................... 20,363 7,473 Treasury tax and loan open note ............................... 1,777 1,944 Other liabilities ............................................. 2,121 2,041 -------- -------- TOTAL LIABILITIES .......................................... $269,623 $255,263 -------- -------- STOCKHOLDERS' EQUITY Common Stock .................................................. $ 200 $ 200 Surplus ....................................................... 3,911 3,872 Retained earnings ............................................. 23,062 21,621 -------- -------- $ 27,173 $ 25,693 Unrealized gains (losses) on securities available for sale, net 295 81 Less net cost of common shares acquired for the treasury ...... 212 576 -------- -------- TOTAL STOCKHOLDERS' EQUITY ................................. $ 27,256 $ 25,198 -------- -------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY .................... $296,879 $280,461 ======== ======== See Notes to Consolidated Condensed Financial Statements. IOWA FIRST BANCSHARES CORP. AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (In Thousands, Except Per Share Data) (Unaudited) Three Months Ended Nine Months Ended September 30, September 30, ------------------- -------------------- 1997 1996 1997 1996 -------- -------- -------- -------- INTEREST INCOME: Interest and fees on loans .................. $ 4,261 $ 3,803 $ 12,250 $ 11,372 Interest on investment securities ........... 1,023 1,015 3,013 2,904 Interest on federal funds sold and securities purchased under resale agreements ......... 64 134 314 711 -------- -------- -------- -------- Total interest income ....................... $ 5,348 $ 4,952 $ 15,577 $ 14,987 -------- -------- -------- -------- INTEREST EXPENSE: Interest on deposits ........................ $ 2,291 $ 2,194 $ 6,701 $ 6,772 Interest on repurchase agreements and other borrowings .......................... 392 147 957 442 -------- -------- -------- -------- Total interest expense ...................... $ 2,683 $ 2,341 $ 7,658 $ 7,214 -------- -------- -------- -------- Net interest income ......................... $ 2,665 $ 2,611 $ 7,919 $ 7,773 Provision for possible loan losses ............. 0 60 4 100 -------- -------- -------- -------- Net interest income after provision for possible loan losses ...................... $ 2,665 $ 2,551 $ 7,915 $ 7,673 Investment securities gains (losses) ........... 3 4 (1) 4 Other income ................................... 428 449 1,259 1,319 Other expense .................................. 2,020 1,685 5,581 5,018 -------- -------- -------- -------- Income before income taxes .................. $ 1,076 $ 1,319 $ 3,592 $ 3,978 Applicable income taxes ........................ 341 436 1,146 1,328 -------- -------- -------- -------- Net income ..................................... $ 735 $ 883 $ 2,446 $ 2,650 ======== ======== ======== ======== Per share data: Net earnings per common share ................ $ 0.41 $ 0.50 $ 1.36 $ 1.50 ======== ======== ======== ======== Dividends declared per common share ............ $ 0.19 $ 0.18 $ 0.57 $ 0.49 ======== ======== ======== ======== See Notes to Consolidated Condensed Financial Statements. IOWA FIRST BANCSHARES CORP. AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS For The Nine Months Ended September 30, 1997 and 1996 (In Thousands) 1997 1996 -------- -------- CASH FLOWS FROM OPERATING ACTIVITIES Net income .................................................. $ 2,446 $ 2,650 Adjustments to reconcile net income to net cash provided by operating activities: Proceeds from FHLMC ..................................... 498 4,678 Loans underwritten for FHLMC ............................. (494) (4,673) Gains on loans sold to FHLMC ............................. (4) (5) Provision for loan losses ................................ 4 100 Investment securities (gains) losses, net ................ 1 (4) Depreciation ............................................. 347 282 Amortization of premiums and accretion of discounts on loans and investment securities, net ................ 120 158 (Increase) in other assets ................................ (843) (600) (Decrease) increase in other liabilities .................. 324 (525) -------- -------- Net cash provided by operating activities ................... $ 2,399 $ 2,061 -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES Net decrease in federal funds sold ....................... $ 3,723 $ 16,200 Proceeds from maturities of investment securities ........ 10,495 12,635 Proceeds from sales of investment securities ............. 6,426 1,505 Purchases of investment securities ....................... (18,640) (22,337) Net (increase) in loans .................................. (19,168) (6,653) Purchases of bank premises and equipment ................. (1,492) (220) -------- -------- Net cash (used in) investing activities .................. $(18,656) $ 1,130 -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES Net increase (decrease) in noninterest bearing deposits .. $ (5,717) $ 2,371 Net increase (decrease) in interest bearing deposits ..... 7,160 (2,032) Net increase (decrease) in securities sold under agreements to repurchase ............................... 114 (1,023) Net increase in other borrowings ......................... 12,723 1,683 Cash dividends paid ...................................... (998) (778) Reissuance of treasury stock ............................. 525 256 Purchases of common stock for the treasury ............... (161) (396) -------- -------- Net cash provided by financing activities ................ $ 13,646 $ 81 -------- -------- Net increase in cash and due from banks .................. (2,611) 3,272 Cash and due from banks: Beginning ................................................ $ 14,914 $ 10,963 -------- -------- Ending ................................................... $ 12,303 $ 14,235 ======== ======== SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash payments for: Interest ............................................ $ 7,595 $ 7,303 Income taxes ........................................ $ 811 $ 1,310 See Notes to Consolidated Condensed Financial Statements. 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. is a bank holding company providing bank and bank related services through its subsidiaries. Significant accounting policies: Principles of consolidation: The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, First National Bank of Muscatine (Muscatine) and First National Bank in Fairfield (Fairfield), collectively referred to herein as (Banks). All material intercompany accounts and transactions have been eliminated in consolidation. The unaudited interim financial statements presented reflect all adjustments which are, in the opinion of management, necessary to a fair statement of the results for the interim periods. All such adjustments are of a normal recurring nature. Presentation of cash flows: For purposes of reporting cash flows, cash and due from banks include cash on-hand and amounts due from banks, including cash items in process of clearing. Cash flows from demand deposits, NOW accounts, savings accounts, federal funds sold, securities sold under agreements to repurchase, Federal Home Loan Bank advances, TT&L open note, certificates of deposits, and loans are reported net. Investment securities: Securities available for sale are accounted for at fair value and the unrealized holding gains or losses are presented as a separate component of stockholders' equity, net of their deferred tax effect. Realized gains or 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 period to maturity. There were no investments held to maturity or for trading purposes as of September 30, 1997. 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 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 credit reviews 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 amount 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 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 market value of the properties. Any write-down to fair market 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 market value. 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 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 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. Deferred income taxes have not been provided on the equity in undistributed net income of the subsidiaries as the entities file a consolidated income tax return. 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. Fair value of financial instruments: FAS No. 107, Disclosures about Fair Market 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. Interim condensed financial statements are not required to include the disclosures outlined by FAS 107 and, accordingly, are not included herein. Note 2. Capital Stock and Earnings Per Share Common shares and preferred stock authorized total 6,000,000 shares and 500,000 shares, respectively. Earnings per share is arrived at by dividing net income by the weighted average number of shares of common stock and common stock equivalents outstanding for the respective period. The weighted average number of shares of common stock and common stock equivalents outstanding for the third quarter and year-to-date through September 30, 1997 was 1,796,000 and 1,796,330, respectively. Fully diluted earnings per share are not shown as the dilutive effect of common stock equivalents was less than three percent. Note 3. Pending Accounting Changes In February 1997, the Financial Accounting Standards Board (FASB) issued Statement #128, "Earnings Per Share." This Statement simplifies the computation of earnings per share and makes the computation more consistent with those of International Accounting Standards. The Statement is effective for periods ending after December15, 1997. The Company does not expect the adoption of this new standard to significantly impact previously reported earnings per share or earnings per share trends. In June 1997, the FASB issued Statement #130, "Reporting Comprehensive Income," and Statement #131, "Disclosures About Segments of an Enterprise and Related Information." Statement #130 establishes standards for reporting comprehensive income in financial statements. Statement #131 expands certain reporting and disclosure requirements for segments from current standards. The Statements are effective for fiscal years beginning after December 15, 1997 and the Company does not expect the adoption of these new standards to result in material changes to previously reported amounts or disclosures. 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 September 30, 1997, were $296,879,000. Muscatine's total assets were $208,955,000 which reflects an $15,417,000 (8.0%) increase from December 31, 1996, total assets. Fairfield's total assets were $85,139,000 at September 30, 1997, which is an increase of $1,043,000 (1.2%) when compared to December 31, 1996, total assets. Total consolidated assets increased $16,418,000 (5.9%) during the first nine months of 1997. Net loans totaled $202,602,000 at September 30, 1997. Net loans at Muscatine increased by $19,425,000 (15.4%) during the first nine months. Net loans decreased at Fairfield by $261,000 (0.5%) during the first nine months. Consolidated net loans increased by $19,164,000 (10.4%) year-to-date with approximately $11 million of the increase occurring during the third quarter. Total available for sale securities increased $1.6 million during the first nine months of 1997 and federal funds sold decreased $3.7 million. The Banks continue to emphasize purchase of securities with maturities of five years and less as such purchases offer reasonable yields with very little credit risk as well as limited interest rate risk. Additionally, selected securities with longer maturities have been purchased in order to enhance overall portfolio yield without significantly increasing risk. At September 30, 1997, less than 20% of investment securities mature in more than five years and less than 5% mature in more than ten years. Securities totaling $6.4 million have been sold during the year, generating net losses of $1,000. Total deposits at September 30, 1997, were $239,795,000. Deposits at Muscatine increased 1.5% from the prior year end. Fairfield's total deposits decreased approximately 1.4% during the same period. This represents a combined deposit increase of $1.4 million (.6%) for the Company during the first nine months of 1997. Additionally, securities sold under agreements to repurchase totaled $5.6 million. Intermediate and long term advances borrowed from the Federal Home Loan Bank totaled $20.4 million at quarter end, a $12.9 million increase from year-end 1996. Results of Operations Consolidated net income was $735,000, or $.41 per share, for the third quarter of 1997, compared to $883,000 and $.50 per share for the same period last year. Contributing to the net income reduction were expenses, after income tax effects, of approximately $100,000 related to a problem loan which management believes will be partially or wholly recovered in a future year. Net income for the nine months ended September 30, 1997 was $2,446,000 compared to $2,650,000 in 1996, a 7.7% decrease. The net income for 1996 included $150,000 of nonrecurring income primarily from recovery of interest on two loans which had been on nonaccrual of interest status for quite some time. These loans were paid off and our position in certain leases were sold during the second quarter of 1996 resulting in the aforementioned $150,000 additional income. Excluding this $150,000 of income and including the $100,000 discussed above, 1997 earnings to date were $46,000 or two percent higher than 1996. The Company has been able to expand the dollars of net interest margin, as compared to the prior year-to-date figures by actively managing asset quality, growth of the loan portfolio, and rates paid on assets and liabilities. Management has expressed concern for several quarters, however, as to the ability to continue increasing the net interest margin each successive quarter. The increased usage of wholesale funding sources, while mitigating intermediate and long-term interest rate risk, increases interest expense. As a result, margins are put under pressure with the goal of increasing volume sufficiently to more than offset the margin reduction, thus, improving earnings over time. Provisions for loan losses were $4,000 for the nine months ended September 30, 1997, which is $96,000 less than the same period in 1996. Net loan charge-offs totaled $161,000 compared to net recoveries of $328,000 for the first nine months of 1996. Nonaccrual loans rose during the past twelve months totaling $1,241,000 at September 30, 1997; $339,000 more than at September 30, 1996. Other real estate owned totaled only $24,000, and loans past due 90 days or more and still accruing totaled $427,000. The reserve for loan losses of $2,647,000 represents 1.3% of net loans and 156% 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 60.8% for the first nine months of 1997 compared to 56.2% for all of 1996. This increase is due in large measure to the following expenditures thus far in 1997: opening a new full-service branch in Fairfield, Iowa; opening a full-service branch inside a new Wal-Mart Superstore in Muscatine, Iowa; upgrading computer hardware, software, networks and training; and opening a new branch facility with drive-through service in downtown Muscatine, Iowa. These costs were incurred to maintain and enhance the competitiveness of the organizations service and product delivery system now as well as in the future. However, such decisions increase overhead expenses in the near term which results in a less favorable efficiency ratio. 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. The following table shows the interest rate sensitivity position at several repricing intervals (dollar amounts in thousands): Repricing Maturities at September 30, 1997 ----------------------------------------------------------- Less Than 1-5 More Than Noninterest One Year Years 5 Years Bearing Total --------- --------- --------- ----------- --------- Assets: Loans ...................................... $ 83,555 $ 82,620 $ 37,833 $ 1,241 $ 205,249 Investment securities ...................... 19,067 33,156 16,989 10 69,222 Other earning assets ....................... 3,540 -- -- -- 3,540 Nonearning assets .......................... -- -- -- 18,868 18,868 --------- --------- --------- --------- --------- Total assets ............................ $ 106,162 $ 115,776 $ 54,822 $ 20,119 $ 296,879 ========= ========= ========= ========= ========= Liabilities and Equity: Deposits .................................. $ 151,632 $ 50,436 $ -- $ 37,728 $ 239,795 Other purchased funds ..................... 7,344 8,863 11,500 -- 27,707 Other liabilities ......................... -- -- -- 2,121 2 Equity ....................................... -- -- -- 27,256 27,256 --------- --------- --------- --------- --------- Total liabilities and equity ........... $ 158,976 $ 59,299 $ 11,500 $ 67,105 $ 296,879 ========= ========= ========= ========= ========= Repricing gap ................................ $ (52,814) $ 56,478 $ 43,322 $ (46,986) $ -- ========= ========= ========= ========= ========= Cumulative repricing gap ..................... $ (52,814) $ 3,664 $ 46,986 $ -- $ -- ========= ========= ========= ========= ========= The data in this table incorporates the contractual characteristics as well as an estimate of the actual repricing characteristics of the Company's assets and liabilities. Based on the estimate, fifty percent of the savings and NOW accounts are reflected in the less than one year category, with the remaining 50% in the 1-5 year time frame. Money market accounts are estimated as 100% in the less than one year category. 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 September 30, 1997, rate sensitive liabilities exceeded rate sensitive assets within a one year maturity range by $52.8 million and, thus, the Company is 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, 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 subsidiary banks do not have brokered deposits. 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 September 30, 1997, were $239,795,000 or 81% of total liabilities and equity. Securities available for sale with a cost totaling $68,752,000 at quarter-end included net unrealized gains of $470,000. 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 $2,058,000 during the nine months ended September 30, 1997. 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 more 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 September 30, 1997 with the minimum requirements is presented below. Minimum Actual Requirements ------ ------------ Tier 1 risk-based capital 12.75% 4.00% Total risk-based capital 14.00% 8.00% Tier 1 leverage ratio 9.09% 3.00% Impact of Inflation and Changing Prices The financial statements and related data presented herein have been prepared in accordance with generally accepted accounting principles, 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. At its meeting on June 15, 1989, the Company's Board of Directors authorized a stock repurchase program, to repurchase up to 10 percent of the Company's shares. Through September 30, 1997, approximately 21,000 shares of common stock had been purchased under the program, net of sales to the Company's Employee Stock Ownership Plan and shares issued pursuant to the Company's stock option plan. The Company expects to continue repurchase of its common stock from time to time under the repurchase program. It is anticipated, however, that all treasury stock purchased to date will have been used for the above described purposes by year end 1997. 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. IOWA FIRST BANCSHARES CORP. AND SUBSIDIARIES OTHER INFORMATION 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 September 30, 1997. 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) November 10, 1997 /s/ George A. Shepley - ----------------- ------------------------------- Date George A. Shepley, Chairman of the Board and Chief Executive Officer November 10, 1997 /s/ Kim K. Bartling - ----------------- ------------------------------- Date Kim K. Bartling, Executive Vice President, Chief Operating Officer & Treasurer