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 September 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 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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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 November 10, 1999, there were 1,386,930 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 September 30, 1999 (Unaudited)
and December 31, 1998 2
Consolidated Statements of Earnings - (Unaudited) for
the three months and the nine months ended September 30, 1999 and 199 3
Consolidated Statements of Cash Flows - (Unaudited) for
the nine months ended September 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 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 11
Item 6. Exhibits and Reports on Form 8-K 11
Signatures 12
FIRST KANSAS FINANCIAL CORPORATION AND SUBSIDIARY
OSAWATOMIE, KANSAS
Consolidated Balance Sheets
(In thousands)
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September 30, December 31,
1999 1998
Assets (unaudited)
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Cash and cash equivalents $ 3,846 8,143
Investment securities held-to-maturity 6,243 4,712
Mortgage-backed securities available-for-sale 21,690 27,282
Mortgage-backed securities held-to-maturity 61,249 22,521
(approximate fair value of $59,122 and $22,644, respectively)
Loans receivable, net 46,477 41,069
Stock in Federal Home Loan Bank (FHLB) of Topeka, at cost 2,075 509
Premises and equipment, net 2,181 1,775
Real estate held for development 357 361
Real estate owned 142 -
Accrued interest receivable, prepaid expenses and other assets 1,048 844
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Total assets $ 145,308 107,216
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Liabilities and Stockholders' Equity
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Liabilities:
Deposits $ 82,109 84,436
Advances from borrowers for property taxes and insurance 327 134
Borrowings from FHLB of Topeka 41,500 650
Accrued interest payable and other liabilities 1,929 556
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Total liabilities 125,865 85,776
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Stockholders' equity:
Preferred stock, $.10 par value, 2,000,000 shares authorized, none issued - -
Common stock, $.10 par value, 8,000,000 shares authorized, 1,553,938
shares issued 155 155
Additional paid-in capital 14,842 14,834
Treasury Stock 151,508 shares at 9-30-99, at cost (1,680) -
Retained earnings 8,152 7,655
Other comprehensive income (loss) (343) (23)
Unearned compensation (1,683) (1,181)
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Total stockholders' equity 19,443 21,440
Commitments - -
- ---------------------------------------------------------------------------------------------------------------------
Total liabilities and stockholders' equity $ 145,308 107,216
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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)
(In thousands except per share data)
- ----------------------------------------------------------------------------------------------------------------------------
For the three months For the nine months
ended September 30, ended September 30,
1999 1998 1999 1998
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Interest income:
Loans $ 850 888 $ 2,449 2,685
Investment securities 100 74 291 196
Mortgage-backed securities 1,204 663 3,398 1,850
Interest-bearing deposits 30 141 108 311
Dividends on FHLB stock 28 13 68 38
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Total interest income 2,212 1,779 6,314 5,080
Interest expense:
Deposits 880 917 2,680 2,832
Borrowings 411 10 952 43
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Total interest expense 1,291 927 3,632 2,875
Net interest income 921 852 2,682 2,205
Provision for loan losses 9 8 27 23
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Net interest income after provision for loan losses 912 844 2,655 2,182
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Noninterest income:
Deposit account service fees 210 165 567 508
Gain on sales of loans - - 4 9
Gain on sales of available-for-sale mortgage-backed securities - - - 3
Other 35 47 95 101
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Total noninterest income 245 212 666 621
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Noninterest expense:
Compensation and benefits 388 328 1,117 918
Occupancy and equipment 96 86 274 216
Federal deposit insurance premiums and assessments 22 21 62 63
Data processing 61 49 178 138
Amortization of premium on deposits assumed 16 15 46 46
Advertising 51 51 142 120
Other 138 124 451 337
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Total noninterest expense 772 674 2,270 1,838
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Earnings before income tax expense 385 382 1,051 965
Income tax expense 143 150 403 381
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Net earnings $ 242 232 $ 648 584
========== =========== ======== =============
Net earnings per share - basic and diluted $ 0.18 0.16 $ 0.47 0.41
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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 nine months ended September 30, 1999 and 1998
(Unaudited)
(In thousands)
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1999 1998
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Cash flows from operating activities:
Net earnings $ 648 584
Adjustments to reconcile net earnings to net cash provided by operating
activities:
Provision for loan losses 27 23
Depreciation 116 97
Amortization of premium on deposits assumed 45 46
FHLB stock dividends (69) (38)
Amortization of loan fees (31) (40)
Accretion of discounts and amortization of premiums on
investment and mortgage-backed securities, net (4) (68)
Gain on sales of loans, net 4 (8)
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 (249) (95)
Change in accrued interest payable and other liabilities 1,542 1,131
Amortization of RSP and allocation of ESOP 166 31
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Net cash provided by operating activities 2,191 1,668
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Cash flows from investing activities:
Decrease in loans, net 1,231 3,113
Loans purchased (6,777) (213)
Maturities of investment securities held-to-maturity 28 3,800
Paydowns and maturities of mortgage-backed securities available-for-sale 7,567 1,607
Paydowns and maturities of mortgage-backed securities held-to-maturity 8,012 4,679
Purchases of investment securities held-to-maturity (1,490) (3,259)
Purchases of mortgage-backed securities available-for-sale (2,496) (10,873)
Purchases of mortgage-backed securities held-to-maturity (46,769) (5,507)
Proceeds from sales of mortgage-backed securities available-for-sale - 1,430
Acquisition and development of real estate held for development - (2)
Additions of premises and equipment, net (522) (862)
Purchase of FHLB stock (1,497) -
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Net cash used by investing activities $ (42,713) (6,087)
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(Continued)
4
FIRST KANSAS FINANCIAL CORPORATION AND SUBSIDIARY
OSAWATOMIE, KANSAS
Consolidated Statements of Cash Flows, Continued
(In thousands)
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1999 1998
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Cash flows from financing activities:
Net decrease in deposits $ (2,327) (4,315)
Repayment of borrowings from FHLB (650) (1,900)
Increase in borrowings from FHLB 41,500 -
Proceeds of issuance of common stock, net of cost - 13,777
Purchases of stock for the Treasury and for the RSP (2,340) -
Dividends paid (151) -
Net decrease in advances from borrowers for taxes and insurance 193 182
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Net cash provided by financing activities 36,225 7,744
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Net (decrease) increase in cash and cash equivalents (4,297) 3,325
Cash and cash equivalents at beginning of period 8,143 4,600
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Cash and cash equivalents at end of period $ 3,846 7,925
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See accompanying notes to unaudited consolidated financial statements.
5
FIRST KANSAS FINANCIAL CORPORATION AND SUBSIDIARY
OSAWATOMIE, KANSAS
Notes to Unaudited Consolidated Financial Statements
September 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 September 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
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 the computation until that
are allocated to plan participants. Basic earnings per share excludes dilution
and is computed by dividing income available to common stock holders by the
weighted average number of common shares outstanding during the period. Diluted
earnings per share includes the effect of potential dilutive common shares
(stock options) outstanding during the period.
The shares used in the calculation of basic and diluted earnings per share
are shown below:
For the three months For the nine months Ended
Ended September 30, September 30,
1999 1998 1999 1998
---- ---- ---- ----
Basic weighted average shares 1,343,000 1,426,000 1,392,000 1,426,000
Common stock equivalents/ stock options 4,000 0 0 0
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Diluted weighted average shares 1,347,000 1,426,000 1,392,000 1,426,000
-------------------------- --------------------------
(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 nine months Ended
Ended September 30, September 30,
1999 1998 1999 1998
---- ---- ---- ----
Net income $ 242,000 $232,000 $ 648,000 $ 584,000
Change in unrealized security loss, net (99,000) 29,000 (320,000) 232,000
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Comprehensive income $ 143,000 $ 261,000 $328,000 $816,000
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FIRST KANSAS FINANCIAL CORPORATION AND SUBSIDIARY
OSAWATOMIE, KANSAS
Notes to Unaudited Consolidated Financial Statements
September 30, 1999 and 1998
(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 September 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 $64,000 and $27,000 of additional compensation
expense related to the amortization of the shares awarded in the nine
months and three months ended September 30, 1999, respectively.
(5) Stock Buy Back
In addition to the common stock purchased for the RSP, the Company has
purchased 151,508 shares of common stock in 1999 as part of its stock
buy back plan. The cost of such shares aggregating $1,680,000 has been
recorded as treasury stock on the accompanying balance sheet at
September 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 expenses.
Net earnings for the first nine months of 1999 increased $64,000, or 10.96%, as
compared to the same period in 1998. Net interest margin increased by $477,000
for the first nine months of 1999 compared to the same period of 1998 primarily
due to the investment of the proceeds of the Conversion and the four arbitrage
transactions executed in 1999. Net earnings for the third quarter of 1999
increased $10,000, or 4.31%, compared to the third quarter of 1998. Net interest
margin for the third quarter of 1999 increased by $69,000, or 8.10%, compared to
the third quarter of 1998 due primarily to the arbitrage transactions.
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 $1,234,000, or 24.29%, to $6.3
million for the first three quarters of 1999. Interest income increased
$433,000, or 24.34%, for the third quarter of 1999 compared to the same period
of 1998. This increase resulted from the investment of the proceeds from the
Conversion and combined arbitrages of $38 million completed in January, April
and September 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 $757,000, or 26.33%, to $3.6
million during the first nine months of 1999. Interest expense increased
$364,000, or 39.27%, for the third quarter of 1999 compared to the same period
of 1998. 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 three quarters of 1999.
Provision for Loan Losses. The provision for loan losses was $27,000 for the
first three quarters of 1999, $9,000 for the third quarter alone. The loan loss
reserve at September 30, 1999, was $225,000 or .48% of total loans receivable,
which was consistent with the reserve percentage of .50% at December 31, 1998.
Noninterest income. Noninterest income increased $45,000 or 7.25% to $666,000
for the first nine months of 1999. Noninterest income increased $33,000, or
15.57%, for the third quarter of 1999
8
compared to the third quarter of 1998. This increase was primarily due to the
increase in deposit account service fees for the three and nine month period
ended September 30, 1999.
Noninterest expense. Noninterest expense increased by $432,000, or 23.50%, to
$2.3 million for the first three quarters of 1999. Noninterest expense increased
$98,000, or 14.54%, for the third quarter of 1999 compared to the third quarter
of 1998. Primary factors for the increase include compensation expense, year
2000 compliance expenses and increased audit and legal expenses associated with
being a public company.
Income Tax Expense. Income tax expense was relatively stable in the nine months
ended September 30, 1999 and 1998 with effective tax rates of 38.34% and 39.48%
respectively. Income tax expense for the third quarter of 1999 was slightly less
than the same period of 1998 (37.14% compared to 39.27%) due to reduction in
state taxes.
Asset Quality & Distribution. The Company's assets grew $38.1 million from
December 31, 1998 to September 30, 1999 as a direct result of the combined $38
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 nine months of
1999, gross loan purchases and mortgage originations totaled $13.6 million
compared to $5 million for the same period in 1998 as the Company's lending
opportunities continued to expand. Gross consumer and commercial loans
originated were $2.6 million for the first three quarters of 1999 compared to
$2.1 million for the first three quarters of 1998. Also, in the first nine
months of 1999 the Company purchased $49.3 million of mortgage pools and
collateralized mortgage obligations ("CMOs"). In January, April and September of
1999, the Company purchased $38 million of mortgage-backed securities with
proceeds received from four advances from the Federal Home Loan Bank. Thirty
million of the assets purchased and their underlying liabilities are fixed rate
for five years and eight million of the assets purchased and their underlying
liabilities are variable rate, repricing on a monthly basis.
Liability distribution Deposits decreased $2.3 million from December 31, 1998 to
September 30, 1999 due to increased rate competition in the Company's main
markets. FHLB advances increased by $40.8 million as a result of the arbitrage
transactions and short term line of credit financing.
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 September 30, 1999 was
$49.4 million, or 59.17%.
Capital. At September 30, 1999, the Bank had a Tier 1 capital ratio of 9.23% and
a risk based capital ratio of 32.43%. As shown by the following table, the
Bank's capital exceeded the minimum capital requirement: (Dollars in thousands)
9
September 30, 1999 December 31, 1998
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Amount Percent Required Amount Percent
------ ------- -------- ------ -------
Tier I Capital $13,395 9.23% 4.00% $13,268 12.44%
Risk Based Capital 13,620 32.43% 8.00% 13,470 37.53%
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 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 additional
material expenditures. Through September 30, 1999, total costs to become Year
2000 compliant have amounted to $53,000. 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. Test of the Contingency Plan were completed in
each office of the company prior to 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
10
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 September 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
-----------------------------------------
Not Applicable
Item 3. Defaults Upon Senior Securities
-------------------------------
None
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
None
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: November 15, 1999 By: /s/ Larry V. Bailey
----------------- ---------------------------------
Larry V. Bailey, President
Date: November 15, 1999 By: /s/ James J. Casaert
----------------- ---------------------------------
James J. Casaert
Vice President and Treasurer
(Principal Accounting Officer)
12