U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 10-QSB
(x) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1998
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission File Number 0-24037
FIRST KANSAS FINANCIAL CORPORATION
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(Exact name of Registrant as specified in its Charter)
Kansas 48-1198888
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(State or other jurisdiction of I.R.S. Employer Identification Number
incorporation or organization)
600 Main Street, Osawatomie, Kansas 66064
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (913) 755-3033
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Indicate by check mark whether the registrant (1) has files
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.
X Yes No
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As of August 5, 1998, there were 1,553,938 shares of the
Registrant's common stock, par value $0.10 per share, outstanding. The
Registrant has no other classes of common equity outstanding.
Transitional small business disclosure format:
Yes X No
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FIRST KANSAS FINANCIAL CORPORATION
OSAWATOMIE, KANSAS
TABLE OF CONTENTS
PAGE
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets - (Unaudited) as of
June 30, 1998 and December 31, 1997 2
Consolidated Statements of Earnings - (Unaudited) for
the three months and six months ended June 30, 1997 and 1996 3
Consolidated Statements of Cash Flows - (Unaudited) for
the six months ended June 30, 1998 and 1997 4
Notes to (unaudited) Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 11
Item 2. Changes in Securities and use of Proceeds 11
Item 3. Defaults Upon Senior Securities 11
Item 4. Submission of Matters to a Vote of Security Holders 11
Item 5. Other Information 12
Item 6. Exhibits and Reports on Form 8-K 12
SIGNATURES 13
FIRST KANSAS FINANCIAL CORPORATION AND SUBSIDIARY
OSAWATOMIE, KANSAS
Consolidated Balance Sheets
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June 30, December 31,
1998 1997
Assets (unaudited)
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Cash and cash equivalents $ 16,861 4,600
Investment securities held-to-maturity 4,390 3,852
Mortgage-backed securities available-for-sale 14,812 16,833
Mortgage-backed securities held-to-maturity 22,395 20,937
Loans receivable, net 44,233 46,563
Stock in Federal Home Loan Bank (FHLB) of Topeka, at cost 686 661
Premises and equipment, net 1,425 990
Real estate held for development 356 355
Accrued interest receivable, prepaid expenses and other assets 843 864
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Total assets $ 106,001 95,655
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Liabilities and Equity
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Liabilities:
Deposits $ 82,644 85,651
Advances from borrowers for property taxes and insurance 211 128
Borrowings from FHLB of Topeka 650 2,550
Accrued interest payable and other liabilities 1,583 716
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Total liabilities 85,088 89,045
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Stockholders' equity:
Common stock, $.10 par value, 8,000,000 shares authorized, 1,553,938
shares issued and outstanding at June 30, 1998 155 -
Additional paid-in capital 14,836 -
Retained earnings 7,287 6,935
Accumulated other comprehensive income (122) (325)
Unearned compensation (1,243) -
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Total stockholders' equity 20,913 6,610
Commitments
- --------------------------------------------------------------------------------------------------------------------
Total liabilities and stockholders' equity $ 106,001 95,655
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See accompanying notes to consolidated financial statements.
2
FIRST KANSAS FINANCIAL CORPORATION AND SUBSIDIARY
OSAWATOMIE, KANSAS
Consolidated Statements of Earnings
(Unaudited)
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For the three months For the six months
ended June 30, ended June 30,
-------------- --------------
1998 1997 1998 1997
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Interest income:
Loans $ 865 875 1,797 1,737
Investment securities 64 41 122 82
Mortgage-backed securities 589 759 1,187 1,538
Interest-bearing deposits 110 43 170 81
Dividends on FHLB stock 13 11 25 21
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Total interest income 1,641 1,729 3,301 3,459
Interest expense:
Deposits 950 923 1,915 1,835
Borrowings 10 145 33 288
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Total interest expense 960 1,068 1,948 2,123
Net interest income 681 661 1,353 1,336
Provision for loan losses 8 - 15 -
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Net interest income after provision for loan losses 673 661 1,338 1,336
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Noninterest income:
Deposit account service fees 179 152 343 290
Gain on sales of loans 6 18 9 33
Gain on sales of available-for-sale mortgage-backed securities - - 3 -
Other 35 31 54 46
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Total noninterest income 220 201 409 369
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Noninterest expense:
Compensation and benefits 301 284 590 563
Occupancy and equipment 65 64 130 131
Federal deposit insurance premiums and assessments 21 22 42 32
Data processing 43 40 89 84
Amortization of premium on deposits assumed 15 15 31 31
Advertising 40 34 69 71
Other 110 106 213 212
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Total noninterest expense 595 565 1,164 1,124
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Earnings before income tax expense 298 297 583 581
Income tax expense 118 117 231 225
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Net earnings $ 180 180 352 356
Net earnings per share - basic and diluted $ 0.13 0.13 0.25 0.25
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See accompanying notes to consolidated financial statements.
3
FIRST KANSAS FINANCIAL CORPORATION AND SUBSIDIARY
OSAWATOMIE, KANSAS
Consolidated Statements of Cash Flows
For the six months ended June 30, 1998 and 1997
(Unaudited)
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1998 1997
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Cash flows from operating activities:
Net earnings $ 352 356
Adjustments to reconcile net earnings to net cash provided by operating
activities:
Provision for loan losses 15 -
Depreciation 58 56
Amortization of premium on deposits assumed 31 31
FHLB stock dividends (25) (21)
Amortization of loan fees (29) (27)
Accretion of discounts and amortization of premiums on
investment and mortgage-backed securities, net (51) 7
Gain on sales of loans, net (9) (33)
Gain on sales of mortgage-backed securities available-for-sale (3) -
Proceeds from sales of loans 560 1,770
Origination of loans for sale (552) (1,862)
Change in accrued interest receivable, prepaids and other assets (10) (6)
Change in accrued interes payable and other liabilities 762 1,229
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Net cash provided by operating activities 1,099 1,500
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Cash flows from investing activities:
Increase (decrease) in loans, net 2,558 (136)
Loans purchased (213) (1,699)
Maturities of investment securities held-to-maturity 1,800 -
Paydowns and maturities of mortgage-backed securities available-for-sale 907 962
Paydowns and maturities of mortgage-backed securities held-to-maturity 3,269 1,292
Purchases of investment securities held-to-maturity (2,296) -
Purchases of mortgage-backed securities held-to-maturity (4,723) -
Proceeds from sales of mortgage-backed securities available-for-sale 1,430 -
Acquisition and development of real estate held for development (1) (91)
Additions of premises and equipment, net (493) (29)
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Net cash provided by investing activities $ 2,238 299
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(Continued)
4
FIRST KANSAS FINANCIAL CORPORATION AND SUBSIDIARY
OSAWATOMIE, KANSAS
Consolidated Statements of Cash Flows, Continued
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1998 1997
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Cash flows from financing activities:
Net decrease in deposits $ (3,007) (319)
Repayment of borrowings from FHLB (1,900) (1,600)
Proceeds from issuance of common stock, net of costs 13,748 -
Net decrease in advances from borrowers for taxes and insurance 83 38
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Net cash provided by (used in) financing activities 8,924 (1,881)
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Net increase (decrease) in cash and cash equivalents 12,261 (82)
Cash and cash equivalents at beginning of year 4,600 4,222
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Cash and cash equivalents at end of year $ 16,861 4,140
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Supplemental schedule of noncash investing and financing activities:
Conversion of land from Real estate held for development to
property and equipment $ - 118
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See accompanying notes to consolidated financial statements.
5
FIRST KANSAS FINANCIAL CORPORATION
OSAWATOMIE, KANSAS
Notes to Unaudited Consolidated Financial Statements
June 30, 1998 and 1997
(1) Basis of presentation
The accompanying consolidated financial statements have been prepared in
accordance with the instructions for Form 10-QSB. The consolidated
financial statements should be read in conjunction with the audited
financial statements included in the Company's prospectus.
The consolidated financial statements include the accounts of First Kansas
Financial Corporation (the "Company") and its wholly-owned subsidiary,
First Kansas Federal Savings Bank (the "Bank"). Intercompany balances and
transactions have been eliminated. The December 31, 1997 consolidated
balance sheet has been derived from the audited consolidated financial
statements as of that date. In the opinion of management, all adjustments,
including normal recurring accruals, considered necessary for a fair
presentation of financial statements have been reflected herein. The
results of the interim period ended June 30, 1998 are not necessarily
indicative of the results expected for the year ended December 31, 1998.
(2) Initial Public Offering
On June 25, 1998, the Company completed an initial public offering selling
1,553,938 shares of its common stock at $10.00 per share. Total expenses of
the offering approximated $548,000. The Company is considered by the
Securities and Exchange Commission as a small business enterprise and,
accordingly, files SEC-related items as such. The Company's shares are
registered on the Nasdaq National Market under the symbol FKAN.
(3) Earnings Per Common Share
Earnings per share are computed in accordance with SFAS No. 128, Earnings
per Share. Basic earnings per share is based upon the weighted average
number of common shares outstanding during the periods presented. Earnings
per share for the six months and three months ended June 30, 1998 and 1997
are pro forma as if the conversion and acquisition occurred on January 1,
1997. Common shares issued to the Employee Stock Ownership Plan are not
included in this computation until they are committed to be released to
plan participants. For the periods ended June 30, 1998 and 1997, there were
no dilutive potential common shares outstanding.
(4) Employee Stock Ownership Plan
In connection with the offering described in note 2, the Company
established an Employee Stock Ownership Plan ("the ESOP"). Through a loan
from the Company, the ESOP acquired 124,315 shares of the Company's common
stock. In accordance with Statement of Position 93-6 "Employers' Accounting
for Employee Stock Ownership Plans," the unearned compensation is presented
as a reduction of stockholders' equity in the accompanying June 30, 1998
consolidated balance sheet. Contributions made by the Company to the ESOP
will be allocated to participants by a formula based on total compensation.
Participants become 100 percent vested after five years. Employees age 21
or older who have completed one year of service with the Company or the
Bank will be eligible to participate in the ESOP.
6
FIRST KANSAS FINANCIAL CORPORATION
OSAWATOMIE, KANSAS
Notes to Unaudited Consolidated Financial Statements
June 30, 1998 and 1997
(5) Comprehensive Income
The Company adopted SFAS No. 130, "Reporting Comprehensive Income", in the
first quarter of 1998. SFAS No. 130 requires the reporting of comprehensive
income and its components. Comprehensive income is defined as the change in
equity from transactions and other events and circumstances from non-owner
sources and excludes investments by and distributions to owners.
Comprehensive income includes net income and other items of comprehensive
income meeting the above criteria. The Company's only component of other
comprehensive income is the unrealized holding gains and losses on
available for sale securities.
For the three months For the six months ended
ended June 30, June 30,
1998 1997 1998 1997
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Net income $ 180,000 $ 180,000 $ 352,000 $ 356,000
Change in unrealized security loss, net 32,000 24,000 203,000 23,000
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Comprehensive income $ 212,000 $ 204,000 $ 555,000 $ 379,000
========= ========= ========= =========
(6) New Accounting Pronouncements
The Financial Accounting Standards Board (FASB) issued SFAS No. 133,
Accounting for Derivative Instruments and Hedging Activities, in June 1998.
SFAS No. 133 establishes accounting and reporting standards for derivative
instruments, including certain derivative instruments embedded in other
contracts, and for hedging activities. It requires that an entity recognize
all derivatives as either assets or liabilities in the statement of
financial position and measure those instruments at fair value. This
Statement is effective for all fiscal quarters of fiscal years beginning
after June 15, 1999. Management believes adoption of SFAS No. 133 will not
have a material effect on the Company's financial position or results of
operations, nor will adoption require additional capital resources.
7
FIRST KANSAS FINANCIAL CORPORATION AND SUBSIDIARY
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
General. First Kansas Financial Corporation (the "Company") was formed on
February 9, 1998, to become the holding company for First Kansas Federal Savings
Association (the "Bank") in the conversion of the Bank from a federal mutual
savings association to a federal stock savings bank. The conversion to a federal
stock savings bank was completed on June 25, 1998, and the Bank now operates as
the First Kansas Federal Savings Bank, which accounts for virtually all of the
Company's business. It should be noted that the Company had no assets prior to
the conversion and subsequent acquisition on June 25, 1998, and all prior
financial statements refer to the Bank.
The Company's results of operations depend primarily on net interest income,
which is the difference between interest income from interest-bearing assets and
interest expense from interest-bearing liabilities. The Company's operations are
also affected by noninterest income, such as service charges, loan fees and
gains and losses from the sale of newly originated loans. The Company's
principal operating expenses, aside from interest expense, consist of
compensation and employee benefits, occupancy costs, provisions for loan losses
and other general and administration (G&A) expenses.
Net earnings for the first half of 1998 decreased $4,000, or 1.12%, to $352,000
as compared to the first six months of 1997. Net interest margin was relatively
stable for the periods involved. Noninterest income was enhanced by an increase
in deposit services fees but was offset by an increase in noninterest expense,
most notably compensation.
Interest Income. Interest income decreased $158,000, or 4.57%, to $3.3 million
during the first two quarters of 1998. Interest on mortgage-backed securities
decreased by $351,000, or 22.83%, to $1.2 million. This reduction was caused
primarily by portfolio shrinkage to fund payoffs on Federal Home Loan Bank
(FHLB) advances. Other interest components showed modest increases in the first
half of 1998.
Interest Expense. Interest expense decreased by $175,000, or 8.24%, to $1.9
million due to the paydowns on FHLB advances. Interest expense on deposits
increased by $80,000, or 4.36%, to $1.9 million as interest rates slightly
increased in the corresponding periods.
Provision for Loan Losses. In the preparation for a change in portfolio mix,
provision for loss was $15,000 for the six months ended June 30, 1998. No
provision was made for the first half of 1997. The loan loss reserve at June 30,
1998 was $190,000, or .43%, of gross loans outstanding which is comparable to
the .37% reserve at December 31, 1997.
Noninterest Income. Noninterest income increased by $40,000, or 10.84%, to
$409,000 for the first six months of 1998 as compared to the same time period of
1997. Fees earned on checking accounts increased by $53,000, or 18.28% as the
Bank's transaction accounts grew from 6,027 in 1997 to 6,381 in 1998. A
curtailment in mortgage banking operations resulted in a decrease in gain on
sales of loans of $24,000, or 74.72%.
Noninterest Expense. Noninterest expense increased by $40,000, or 3.56%, to $1.2
million for the first half of 1998 compared to 1997. Compensation and benefits
increased $27,000 in the first six months of 1998 compared to a like period in
1997 due to normal salary increases.
8
Income Tax Expense. Income tax expense was relatively stable in 1998 versus 1997
with effective tax rates of 39.62% and 38.73%, respectively.
Asset Quality and Distribution. The Company's assets grew $10.3 million from
December 31, 1997 to June 30, 1998 as a direct result of its stock conversion in
the second quarter of 1998. The Company's primary ongoing sources of funds are
deposits and proceeds from principal and interest payments on loans and
mortgage-backed securities. While maturities and scheduled amortization of loans
are a predictable source of funds, deposit flows and mortgage prepayments are
greatly influenced by general interest rates, economic conditions and
competition.
The primary investing activity of the Company is the origination of mortgage
loans and the purchase of investment securities. During the first six months of
1998, loan purchases and originations totaled $3.3 million compared to $4.5
million for the first six months of 1997 as market conditions have reduced the
opportunity to purchase quality mortgages. Consumer and commercial originations
were $1.1 million in the first half of 1998 compared to $1.0 million in the
first half of 1997. The Company anticipates increased originations in its
consumer portfolio while maintaining level balances in its commercial loans.
Investment purchases for the first six months of 1998 were $7.0 million. There
were no purchases in the first half of 1997.
The quality of the asset portfolios remains strong as evidenced by the level of
reserved loans as dictated by the Asset Classification Committee. Specific
reserves for non-mortgage loans were $11,000, or .43% of the total portfolio as
of June 30, 1998 compared to $4,000, or .21% for June 30, 1997. No mortgage
loans or investment securities were reserved for at either June 30, 1998 or June
30, 1997. This quality portfolio is the result of high underwriting standards, a
standardized objective loan application and approval process, and a highly
trained and experienced loan staff.
Liability Distribution. Deposits had a net decrease of $3.0 million from
December 31, 1997 with savings and certificates reducing by $2.7 million.
Principal paydowns on FHLB stock advances were $1.9 million for the first six
months of 1998.
Liquidity. The Company's most liquid assets are cash equivalents and short-term
government agency investments. The Bank's liquidity as of June 30, 1998 was
$24.9 million, or 29.39%. This amount was inflated by the proceeds
(approximately $15 million) of the recently completed stock sale which had not
yet been redeployed in other investment options. Management expects that
liquidity will return to pre- conversion levels in the third quarter of 1998 as
portfolio decisions are made.
Capital. At June 30, 1998, the Bank continued to maintain a sound Tier I capital
ratio of 12.15% and a risk based capital ratio of 34.99%. As shown by the
following table, the Bank's capital exceeded the minimum capital requirements:
(dollars in thousands)
June 30, 1998 June 30, 1997
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Amount Percent Required Amount Percent
------ ------- -------- ------ -------
Tier I Capital $12,878 12.15% 4.00% $5,769 5.74%
Risk Based Capital 13,050 34.99% 8.00 5,900 16.73
Banks and bank holding companies are generally expected to operate at or above
the minimum capital requirements and the above ratios are well n excess of
regulatory minimums and should allow the Company to operate without capital
adequacy concerns.
9
Year 2000 Compliance. The Company utilizes and is dependent upon data processing
systems and software to conduct its business. The data processing systems and
software include those developed and maintained by the Company's data processing
provider and purchased software. In 1997, the Company initiated a review and
assessment of all hardware and software to confirm that it will function
properly in the year 2000. The Company's data processing provider and those
vendors which have been contacted have indicated that their hardware and/or
software will be Year 2000 compliant by the end of 1998. This will allow time
for compliance testing. Additionally, alarms, heating and cooling systems,
telephone systems, and other computer-controlled mechanical devices on which the
Company relies are being evaluated. Those found not to be in compliance will be
modified or replaced with a compliant product. While there will be expenses
incurred during the next two years, the Company has not identified any
situations at this time that will require material cost expenditures to become
fully compliant. Total costs to become compliant are estimated to be less than
$100,000. An unknown element at this time is the impact of the Year 2000 on the
Company's borrowing customers and their ability to repay; however, the bank has
few commercial loan customers and anticipates any resulting impact to be
negligible. The Company has initiated a program to communicate with key bank
customers to evaluate whether they are properly prepared for the Year 2000 and
will continue to review these responses. Our Y2K contingency plan presented to
our Board of Directors on March 24, 1998 provided a list of alternative year
2000 compliant data service providers which can be selected for conversion no
later than a final decision date assigned to be March 31, 1999. A final decision
date of June 30, 1999 was assigned our primary correspondent bank with two local
correspondent bank options available in the event of non-compliance.
10
Part II. OTHER INFORMATION
Item 1. Legal Proceedings
-----------------
From time to time, the Company and its subsidiaries may be a
party to various legal proceedings incident to its or their
business. At June 30, 1998, there were no legal proceedings to
which the Company or any subsidiary was a party, or to which of
any of their property was subject, which were expected by
management to result in a material loss.
Item 2. Changes in Securities and use of Proceeds
-----------------------------------------
(d) Use of Proceeds
(4) (v) Expenses of the offering which were direct
or indirect payments to others:
Underwriting discounts and commissions - $120,000;
Expenses paid to and for underwriters - $45,000;
Other Expenses - $383,000 (Indicate Actual or Estimate);
Total Expenses - $548,000 (Indicate Actual or Estimate);
(vi) Net offering proceeds - $13,748,000;
(vii) Direct or indirect payments to affiliates -
Loan to ESOP of subsidiary bank - $1,243,000;
Purchase outstanding stock of subsidiary bank - $7,495,000;
Short Term investments - Passbook savings account of subsidiary
bank - $6,801,000;
(vii) Not applicable.
Item 3. Defaults Upon Senior Securities
--------------------------------
None
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
None
3
11
Item 5. Other Information
-----------------
None
Item 6. Exhibits and Reports on Form 8-K
---------------------------------
(a)
(3)(i) Articles of Incorporation of First Kansas Financial Corporation *
(3)(ii) Bylaws of First Kansas Financial Corporation *
(4) Specimen Stock Certificate of First Kansas Financial Corporation *
(10)(i) Employment Agreement between First Kansas Savings Association and
Larry V. Bailey *
(10)(ii) Employment Agreement between First Kansas Savings Association and
Daniel G. Droste *
(10)(iii) Employment Agreement between First Kansas Savings Association and
Galen E. Graham *
(27) Financial Data Schedule (electronic filing only)
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* Incorporated by reference to the Registration Statement on Form SB-2
(333-48093)
(b) Reports on Form 8-K
None.
12
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
First Kansas Financial Corporation
Date: By /s/Larry V. Bailey
---------------------------------------
Larry V. Bailey, President
Date: By /s/James J. Casaert
---------------------------------------
James J. Casaert
Vice President and Treasurer
(Principal Accounting Officer)
13