U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(x) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE AC T OF 1934
For the quarterly period ended June 30, 1999
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
For the transition period from ___________ to ____________
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
incorporation or organization) Identification Number
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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Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the past 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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State the number of shares outstanding of each of the issuer's classes
of common equity as of the latest practicable date:
As of August 4, 1999, 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 (Check one) :
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 - as of June 30, 1999 (Unaudited)
and December 31, 1998 2
Consolidated Statements of Earnings - (Unaudited) for
The three months months ended June 30, 1999 and 1998 3
Consolidated Statements of Cash Flows - (Unaudited) for
The three months ended June 30, 1999 and 1998 4
Notes to (unaudited) Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial 8
Condition and Results of Operations
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 10
Item 2. Changes in Securities and Use of Proceeds 10
Item 3. Defaults Upon Senior Securities 10
Item 4. Submission of Matters to a Vote of Security Holders 10
Item 5. Other Information 11
Item 6. Exhibits and Reports on Form 8-K 11
Signatures 12
FIRST KANSAS FINANCIAL CORPORATION AND SUBSIDIARY
OSAWATOMIE, KANSAS
Consolidated Balance Sheets
(Dollars in thousands)
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June 30, December 31,
1999 1998
Assets (unaudited)
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Cash and cash equivalents $ 2,809 8,143
Investment securities held-to-maturity 6,229 4,712
Mortgage-backed securities available-for-sale 24,185 27,282
Mortgage-backed securities held-to-maturity 55,179 22,521
(approximate fair value of $53,124 and $22,644, respectively)
Loans receivable, net 41,778 41,069
Stock in Federal Home Loan Bank (FHLB) of Topeka, at cost 1,550 509
Premises and equipment, net 2,092 1,775
Real estate held for development 357 361
Real estate owned 142 --
Accrued interest receivable, prepaid expenses and other assets 1,020 844
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Total assets $ 135,341 107,216
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Liabilities and Stockholders' Equity
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Liabilities:
Deposits $ 83,449 84,436
Advances from borrowers for property taxes and insurance 169 134
Borrowings from FHLB of Topeka 30,000 650
Accrued interest payable and other liabilities 1,587 556
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Total liabilities 115,205 85,776
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Stockholders' equity:
Common stock, $.10 par value, 8,000,000 shares authorized, 1,553,938
shares issued 155 155
Additional paid-in capital 14,834 14,834
Treasury Stock, 77,696 shares at cost (850) --
Retained earnings 7,983 7,655
Unrealized loss on available-for-sale securities, net of tax (244) (23)
Unearned compensation (1,742) (1,181)
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Total equity 20,136 21,440
Commitments
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Total liabilities and stockholders' equity $ 135,341 107,216
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See accompanying notes to unaudited consolidated financial statements.
2
FIRST KANSAS FINANCIAL CORPORATION AND SUBSIDIARY
OSAWATOMIE, KANSAS
Consolidated Statements of Earnings
(Unaudited)
(Dollars in thousands, except share amounts)
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For the three months For the six months
ended June 30, ended June 30,
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1999 1998 1999 1998
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Interest income:
Loans $ 798 865 $ 1,599 1,797
Investment securities 99 64 191 122
Mortgage-backed securities 1,210 589 2,194 1,187
Interest-bearing deposits 18 110 78 170
Dividends on FHLB stock 25 13 40 25
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Total interest income 2,150 1,641 4,102 3,301
Interest expense:
Deposits 896 950 1,800 1,915
Borrowings 352 10 541 33
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Total interest expense 1,248 960 2,341 1,948
Net interest income 902 681 1,761 1,353
Provision for loan losses 9 8 18 15
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Net interest income after provision for loan losses 893 673 1,743 1,338
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Noninterest income:
Deposit account service fees 184 179 357 343
Gain on sales of loans 2 6 4 9
Gain on sales of available-for-sale mortgage-backed securities -- -- -- 3
Other 39 35 60 54
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Total noninterest income 225 220 421 409
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Noninterest expense:
Compensation and benefits 381 301 729 590
Occupancy and equipment 94 65 178 130
Federal deposit insurance premiums and assessments 20 21 40 42
Data processing 54 43 117 89
Amortization of premium on deposits assumed 15 15 30 31
Advertising 50 40 91 69
Other 161 110 313 213
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Total noninterest expense 775 595 1,498 1,164
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Earnings before income tax expense 343 298 666 583
Income tax expense 131 118 260 231
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Net earnings $ 212 180 $ 406 352
Net earnings per share - basic and diluted $ 0.15 0.13 $ 0.29 0.25
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See accompanying notes to unaudited consolidated financial statements.
3
FIRST KANSAS FINANCIAL CORPORATION AND SUBSIDIARY
OSAWATOMIE, KANSAS
Consolidated Statements of Cash Flows
For the six months ended June 30, 1999 and 1998
(Unaudited)
(Dollars in thousands)
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1999 1998
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Cash flows from operating activities:
Net earnings $ 406 352
Adjustments to reconcile net earnings to net cash provided by operating
activities:
Provision for loan losses 18 15
Depreciation 75 58
Amortization of premium on deposits assumed 30 31
FHLB stock dividends (40) (25)
Amortization of loan fees (17) (29)
Accretion of discounts and amortization of premiums on
investment and mortgage-backed securities, net (1) (51)
Gain on sales of loans, net 4 (9)
Gain on sales of mortgage-backed securities available-for-sale -- (3)
Proceeds from sales of loans 234 560
Origination of loans for sale (238) (552)
Change in accrued interest receivable, prepaids and other assets (206) (10)
Change in accrued interest payable and other liabilities 1,244 762
Earnest deposit forfeiture on Baptiste Commons 4 --
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Net cash provided by operating activities 1,513 1,099
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Cash flows from investing activities:
Decrease in loans, net 914 2,558
Loans purchased (1,766) (213)
Maturities of investment securities held-to-maturity 19 1,800
Paydowns and maturities of mortgage-backed securities available-for-sale 5,231 907
Paydowns and maturities of mortgage-backed securities held-to-maturity 6,113 3,269
Purchases of investment securities held-to-maturity (1,490) (2,296)
Purchases of mortgage-backed securities available-for-sale (2,496) --
Purchases of mortgage-backed securities held-to-maturity (38,789) (4,723)
Proceeds from sales of mortgage-backed securities available-for-sale -- 1,430
Acquisition and development of real estate held for development -- (1)
Additions of premises and equipment, net (392) (493)
FHLB stock acquisition (1,001) --
RSP stock purchased (660) --
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Net cash (used) provided by investing activities $ (34,317) 2,238
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(Continued)
4
FIRST KANSAS FINANCIAL CORPORATION AND SUBSIDIARY
OSAWATOMIE, KANSAS
Consolidated Statements of Cash Flows, Continued
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1999 1998
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Cash flows from financing activities:
Net decrease (increase) in deposits $ (987) (3,007)
Repayment of borrowings from FHLB (650) (1,900)
Increase in borrowings from FHLB 30,000 --
Proceeds of issuance of common stock, net of cost -- 13,748
Purchases of Treasury Stock (850) --
Dividends paid (78) --
Net decrease in advances from borrowers for taxes and insurance 35 83
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Net cash provided by financing activities 27,470 8,924
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Net decrease (increase) in cash and cash equivalents (5,334) 12,261
Cash and cash equivalents at beginning of period 8,143 4,600
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Cash and cash equivalents at end of period $ 2,809 16,861
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See accompanying notes to unaudited consolidated financial statements.
5
FIRST KANSAS FINANCIAL CORPORATION
OSAWATOMIE, KANSAS
Notes to Unaudited Consolidated Financial Statements
June 30, 1999 and 1998
(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 Annual Report on Form
10-KSB for fiscal year ended December 31, 1998.
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, 1998
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, 1999 are not necessarily indicative of the results expected for the
year ended December 31, 1999 or for any other period.
(2) 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. Common shares issued to the Employee Stock Ownership Plan are
not included in this computation until they are allocated to plan
participants. For the periods ended June 30, 1999 and 1998, there were
no dilutive potential common shares outstanding.
(3) 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,
1999 1998 1999 1998
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Net income $ 212,000 $180,000 $406,000 $ 352,000
Change in unrealized security loss, net (47,000) 32,000 (134,000) 203,000
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Comprehensive income $ 165,000 $212,000 $272,000 $555,000
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(4) Restricted Stock Plan
The Company purchased 62,158 shares of common stock during March 1999
for the restricted stock plan. The cost of such shares, aggregating
$660,429, has been recorded as unearned compensation in the accompanying
consolidated balance sheet at June 30, 1999. 52,826 of such shares were
awarded to key officers and directors in March 1999 and will be
amortized to expense over their five-year vesting period. The Company
recognized approximately $37,000 and $27,000 of additional compensation
expense related to the shares awarded in the six months and three months
ended June 30, 1999, respectively.
6
FIRST KANSAS FINANCIAL CORPORATION
OSAWATOMIE, KANSAS
Notes to Unaudited Consolidated Financial Statements
June 30, 1999 and 1998
(5) Stock Buy Back
The Company purchased 77,696 shares of common stock in the second
quarter of 1999 as part of its stock buy back plan. The cost of such
shares aggregating $849,368, has been recorded as treasury stock on the
accompanying balance sheet at June 30, 1999.
7
FIRST KANSAS FINANCIAL CORPORATION AND SUBSIDIDARY
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"). 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 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 general and administration (G&A) expenses.
Net earnings for the first six months of 1999 increased $54,000, or 15.34%, as
compared to the same period in 1998. Net interest margin increased by $408,000
primarily due to the investment of the proceeds of the Conversion and the three
arbitrage transactions executed in 1999. Noninterest income was constant for the
two periods involved while compensation expense was the key component for the
increase in noninterest expense.
Interest Income. Interest income increased $801,000 or 24.27%, to $4.1 million
for the first two quarters of 1999. This increase resulted from the investment
of the proceeds from Conversion and combined arbitrages of $30 million completed
in January and April of 1999. A continued, gradual decrease in the rates earned
on mortgages and mortgage-backed securities partially offset the increase in
income.
Interest Expense. Interest expense increased $393,000, or 20.17% to $2.3 million
during the first six months of 1999. Interest expense on FHLB advances increased
substantially as such instruments were used to fund the Company's arbitrage
transactions. Interest expense on deposits decreased due to a continued drop in
overall rates for the first two quarters of 1999.
Provision for Loan Losses. The provision for loan losses was $18,000 for the
first two quarters of 1999. The loan loss reserve at June 30, 1999, was $212,000
or .50% of total loans receivable, which was consistent with the reserve
percentage of .50% at December 31, 1998.
Noninterest income. Noninterest income increased $12,000 or 2.93% to $421,000
for the first six months of 1999. This increase was primarily due to the
increase in deposit account service fees for the period ended.
Noninterest expense. Noninterest expense increased by $334,000, or 28.69%, to
$1.5 million for the first two quarters of 1999. Primary factors for the
increase include compensation expense, year 2000 compliance expenses and
increased audit and legal expenses associated with being a public company.
8
Income Tax Expense. Income tax expense was relatively stable in 1999 versus 1998
with effective tax rates of 39.04% and 39.62% respectively.
Asset Quality & Distribution. The Company's assets grew $28.1 million from
December 31, 1998 to June 30, 1999 as a direct result of the combined $30
million arbitrage transactions. The Company's primary ongoing source of funds
are deposits, FHLB advances 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 activities of the Company are the origination of mortgage
loans and the purchase of investment securities. During the first six months of
1999, gross loan purchases and mortgage originations totaled $5.9 million
compared to $3.3 million for the same period in 1998 as the Company's lending
opportunities continued to expand. Gross consumer and commercial loans
originated were $1.8 million for the first half of 1999 compared to $1.1 million
for the first half of 1998. Also, in the first two quarters of 1999 the Company
purchased $41.3 million of mortgage pools and collateralized mortgage
obligations ("CMOs"). In January and April of 1999, the Company purchased $30
million of mortgage-backed securities with proceeds received from three $10
million advances from the Federal Home Loan Bank. The assets purchased and their
underlying liabilities are fixed rate for five years.
Liability distribution Deposits decreased $987,000 from December 31, 1998 to
June 30, 1999 due to increased rates competition in the Company's main markets.
FHLB advances increased by $29.4 million as a result of the arbitrage
transactions.
Liquidity. The Company's most liquid assets are cash equivalents and short-term
government agency investments. It has also invested in liquidity qualifying
mortgage backed securities. The Company's liquidity as of June 30, 1999 was
$46.7 million, or 55.17%.
Capital. At June 30, 1999, the Bank had a Tier 1 capital ratio of 9.71% and a
risk based capital ratio of 34.80%. As shown by the following table, the Bank's
capital exceeded the minimum capital requirement: (Dollars in thousands)
June 30, 1999 June 30, 1998
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Amount Percent Required Amount Percent
------ ------- -------- ------ -------
Tier I Capital $13,105 9.71% 4.00% $12,878 12.15%
Risk Based Capital 13,317 34.80% 8.00% 13,050 34.99%
Savings associations and their holding companies are generally expected to
operate at or above the minimum capital requirements and the above ratios are
well in excess of regulatory minimums.
Year 2000 Compliance Readiness Disclosure. In 1997, the Company initiated a
review and assessment of all hardware and software to determine its Year 2000
readiness. 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 other commercial software. The Company's data processing provider and many
other "mission critical" vendors have indicated that their hardware and/or
software is now Year 2000 compliant. The Company's state of readiness: The
Company has now completed the installation of its renovated hardware and
software
9
applications and has completed two major tests with its data processing
provider. Both of these tests were considered to be very successful. The Company
also has a "Customer Awareness Program" to inform customers of its state of
readiness. This program will run throughout the remainder of this year with
direct mail, lobby displays, statement enclosures, newspaper ads and, in some
market areas, radio ads. The costs to address the Company's Year 2000 issues:
While there will be expenses incurred before the end of the year, the Company
has not identified any situations at this time that will require material cost
expenditures to become fully compliant. Total costs to become Year 2000
compliant are estimated to be less than $100,000. The risks of the Company's
Year 2000 issues: A "worst case" Year 2000 scenario for the Company would be the
absence of electrical power and/or communications to the data processing center
which support the majority of the "mission critical" systems to the Company. The
Company has considered this and other scenarios in plans for Year 2000
readiness. The Company's Contingency Plans: The Company has developed a
Contingency Plan to address "mission critical" system failures caused by the
Year 2000. The plan provides for procedures and resources necessary for the
Company to provide continued services to its customers for a period of time
under a "worst case" scenario. Tests of the Contingency Plan will be staged in
each office of the company by the end of the third quarter to insure the
familiarity of appropriate procedures to provide continued customer service
under adverse circumstances.
Cautionary Statement. This Quarterly Report on Form 10-QSB contains or may
contain forward-looking statements with respect to the financial condition,
results of operations, plans, objectives, future performance and business of the
Company, including statements preceded by, followed by or that include the
words, "believes", "expects", "anticipates" or similar expressions. These
forward-looking statements involve certain risks and uncertainties and may
relate to future operating results of the company. Factors that may cause actual
results to differ materially from those contemplated by such forward-looking
statements include, among others, the following possibilities: (1) a significant
increase in competitive pressures among depository and other financial
institutions; (2) changes in the interest rate environment resulting in reduced
margins; (3) general economic or business conditions, either nationally or in
the states in which the Company will be doing business, being less favorable
than expected, resulting in, among other things, a deterioration in credit
quality or a reduced demand for credit; (4) legislative or regulatory changes
adversely affecting the businesses in which the Company will be engaged; (5)
changes in the securities markets; and (6) changes in the banking industry
including the effects of consolidation resulting from possible mergers of
financial institutions.
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, 1999, there were no legal proceedings to
which the Company or any subsidiary was a party, or to which
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
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Not Applicable
Item 3. Defaults Upon Senior Securities
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None
10
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
On April 20, 1999, the Company held its Annual Meeting of
stockholders (the "meeting"). At the meeting, stockholders
re-elected Donald V. Meyer and Larry V. Bailey to the Board of
Directors each for a three-year term. Mr. Meyer received
1,263,868 Votes For and 14,136 Votes Withheld. Mr. Bailey
received 1,264,193 Votes For and 13,811 Votes Withheld.
Item 5. Other Information
------------------
None
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(27) Financial Data Schedule (electronic filing only)
11
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: August 12, 1999 By: /s/ Larry V. Bailey
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Larry V. Bailey, President
Date: August 12, 1999 By: /s/ James J. Casaert
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James J. Casaert
Vice President and Treasurer
(Principal Accounting Officer)
12