FIRST KANSAS FINANCIAL CORP
10QSB, 1998-08-11
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                           -------------------------

                                   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
                                            ------------    -----------

                         Commission File Number 0-24037

                       FIRST KANSAS FINANCIAL CORPORATION
             ------------------------------------------------------
             (Exact name of Registrant as specified in its Charter)



         Kansas                                         48-1198888
- -------------------------------            -------------------------------------
(State or other jurisdiction of            I.R.S. Employer Identification Number
 incorporation or organization)


600 Main Street, Osawatomie, Kansas                        66064
- -----------------------------------                        -----
(Address of principal executive offices)                 (Zip Code)

Registrant's telephone number, including area code:  (913) 755-3033
                                                     --------------

                  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
                                ---              ---

                  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
                                ---              ---
              



<PAGE>




                       FIRST KANSAS FINANCIAL CORPORATION
                               OSAWATOMIE, KANSAS


                                TABLE OF CONTENTS



                                                                            PAGE
                                                                            ----

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


                                        

<PAGE>

FIRST KANSAS FINANCIAL CORPORATION AND SUBSIDIARY
OSAWATOMIE, KANSAS

Consolidated Balance Sheets

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
                                                                                           June 30,      December 31,
                                                                                             1998            1997
                                     Assets                                              (unaudited)
- -----------------------------------------------------------------------------------------------------------------------

<S>                                                                               <C>                       <C>  
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

- --------------------------------------------------------------------------------------------------------------------

Total assets                                                                      $         106,001          95,655
- --------------------------------------------------------------------------------------------------------------------

                             Liabilities and Equity
- --------------------------------------------------------------------------------------------------------------------

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
- --------------------------------------------------------------------------------------------------------------------

Total liabilities                                                                            85,088          89,045
- --------------------------------------------------------------------------------------------------------------------

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)            -
- --------------------------------------------------------------------------------------------------------------------

Total stockholders' equity                                                                   20,913           6,610

Commitments                                                                                            
- --------------------------------------------------------------------------------------------------------------------

Total liabilities and stockholders' equity                                        $         106,001          95,655
- --------------------------------------------------------------------------------------------------------------------
</TABLE>

See accompanying notes to consolidated financial statements.

                                       2
<PAGE>

FIRST KANSAS FINANCIAL CORPORATION AND SUBSIDIARY
OSAWATOMIE, KANSAS
<TABLE>
<CAPTION>

Consolidated Statements of Earnings
             (Unaudited)

- -----------------------------------------------------------------------------------------------------------------------------
                                                                              For the three months     For the six months
                                                                                ended June 30,           ended June 30,
                                                                                --------------           --------------
                                                                               1998        1997        1998           1997
- -----------------------------------------------------------------------------------------------------------------------------
<S>                                                                    <C>                <C>            <C>        <C>  
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
- ---------------------------------------------------------------------------------------------------------------------------

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
- ---------------------------------------------------------------------------------------------------------------------------

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         -
- ---------------------------------------------------------------------------------------------------------------------------

Net interest income after provision for loan losses                             673         661            1,338      1,336
- ---------------------------------------------------------------------------------------------------------------------------

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
- ---------------------------------------------------------------------------------------------------------------------------

Total noninterest income                                                        220         201              409        369
- ---------------------------------------------------------------------------------------------------------------------------

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
- ---------------------------------------------------------------------------------------------------------------------------

Total noninterest expense                                                       595         565            1,164      1,124
- ---------------------------------------------------------------------------------------------------------------------------

Earnings before income tax expense                                              298         297              583        581

Income tax expense                                                              118         117              231        225
- ---------------------------------------------------------------------------------------------------------------------------

Net earnings                                                           $        180         180              352        356

Net earnings per share - basic and diluted                             $       0.13        0.13             0.25       0.25
- ---------------------------------------------------------------------------------------------------------------------------

</TABLE>

See accompanying notes to consolidated financial statements.

                                       3
<PAGE>

FIRST KANSAS FINANCIAL CORPORATION AND SUBSIDIARY
OSAWATOMIE, KANSAS

Consolidated Statements of Cash Flows
For the six months ended June 30, 1998 and 1997
               (Unaudited)
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------

                                                                                              1998            1997
- -------------------------------------------------------------------------------------------------------------------------
<S>                                                                                    <C>                       <C>
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

- -------------------------------------------------------------------------------------------------------------------------

Net cash provided by operating activities                                                         1,099            1,500
- -------------------------------------------------------------------------------------------------------------------------

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)
- -------------------------------------------------------------------------------------------------------------------------

Net cash provided by investing activities                                              $          2,238              299
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                                                     (Continued)
                                       4
<PAGE>


FIRST KANSAS FINANCIAL CORPORATION AND SUBSIDIARY
OSAWATOMIE, KANSAS

Consolidated Statements of Cash Flows, Continued
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------

                                                                                              1998            1997
- -------------------------------------------------------------------------------------------------------------------------
<S>                                                                                    <C>                      <C>  
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
- -------------------------------------------------------------------------------------------------------------------------

Net cash provided by (used in) financing activities                                               8,924           (1,881)
- -------------------------------------------------------------------------------------------------------------------------

Net increase (decrease) in cash and cash equivalents                                             12,261              (82)

Cash and cash equivalents at beginning of year                                                    4,600            4,222
- -------------------------------------------------------------------------------------------------------------------------

Cash and cash equivalents at end of year                                               $         16,861            4,140
- -------------------------------------------------------------------------------------------------------------------------

Supplemental schedule of noncash investing and financing activities:
   Conversion of land from Real estate held for development to
     property and equipment                                                            $             -               118
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>

See accompanying notes to consolidated financial statements.

                                       5
<PAGE>
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
<PAGE>

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.
<TABLE>
<CAPTION>
 
                                                         For the three months               For the six months ended
                                                            ended June 30,                          June 30,
                                                          1998           1997                 1998          1997
                                                          ----           ----                 ----          ----
<S>                                                    <C>             <C>                  <C>           <C>      
        Net income                                     $ 180,000       $ 180,000            $ 352,000     $ 356,000
        Change in unrealized security loss, net           32,000          24,000              203,000        23,000
                                                       ---------       ---------            ---------     ---------

        Comprehensive income                           $ 212,000       $ 204,000            $ 555,000     $ 379,000
                                                       =========       =========            =========     =========

</TABLE>
 

(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
<PAGE>

                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
<PAGE>

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
                        -------------                          -------------
                       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
<PAGE>

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
<PAGE>


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
           -----------------------------------------
<TABLE>
<CAPTION>
              <S>       <C>
              (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.
</TABLE>

Item 3.    Defaults Upon Senior Securities
           --------------------------------

              None

Item 4.    Submission of Matters to a Vote of Security Holders
           ---------------------------------------------------

              None

                                        3

                                                      
                                       11
<PAGE>



Item 5.    Other Information
           -----------------

              None

Item 6.    Exhibits and Reports on Form 8-K
           ---------------------------------
<TABLE>
<CAPTION>
          <S>                 <C>
          (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)
</TABLE>

- -------------------------
*    Incorporated  by  reference  to the  Registration  Statement  on Form  SB-2
     (333-48093)

           (b)                Reports on Form 8-K

                              None.



                                        12

<PAGE>


                                   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

<TABLE> <S> <C>


<ARTICLE>                                            9
<LEGEND>
     THIS  SCHEDULE  CONTAINS  SUMMARY  FINANCIAL  INFORMATION  DERIVED FROM THE
     QUARTERLY  REPORT  ON FORM  10-QSB  AND IS  QUALIFIED  IN ITS  ENTIRETY  BY
     REFERENCE TO SUCH FINANCIAL INFORMATION.
</LEGEND>
            
<MULTIPLIER>                                 1,000      
       
<S>                                           <C>
<PERIOD-TYPE>                                 6-MOS
<FISCAL-YEAR-END>                             DEC-31-1998
<PERIOD-END>                                  JUN-30-1998
<CASH>                                         16,861
<INT-BEARING-DEPOSITS>                              0
<FED-FUNDS-SOLD>                                    0
<TRADING-ASSETS>                                    0
<INVESTMENTS-HELD-FOR-SALE>                    14,812
<INVESTMENTS-CARRYING>                         26,785
<INVESTMENTS-MARKET>                           26,816
<LOANS>                                        44,423
<ALLOWANCE>                                       190
<TOTAL-ASSETS>                                106,001
<DEPOSITS>                                     82,644
<SHORT-TERM>                                        0
<LIABILITIES-OTHER>                             1,794
<LONG-TERM>                                       650
                               0
                                         0
<COMMON>                                          155
<OTHER-SE>                                     20,758
<TOTAL-LIABILITIES-AND-EQUITY>                106,001
<INTEREST-LOAN>                                 1,797
<INTEREST-INVEST>                               1,309
<INTEREST-OTHER>                                  195
<INTEREST-TOTAL>                                3,301
<INTEREST-DEPOSIT>                              1,915
<INTEREST-EXPENSE>                              1,948
<INTEREST-INCOME-NET>                           1,353
<LOAN-LOSSES>                                      15
<SECURITIES-GAINS>                                  3
<EXPENSE-OTHER>                                 1,164
<INCOME-PRETAX>                                   583
<INCOME-PRE-EXTRAORDINARY>                          0
<EXTRAORDINARY>                                     0
<CHANGES>                                           0
<NET-INCOME>                                      352
<EPS-PRIMARY>                                     .25
<EPS-DILUTED>                                     .25
<YIELD-ACTUAL>                                      0
<LOANS-NON>                                        54
<LOANS-PAST>                                        4
<LOANS-TROUBLED>                                    0
<LOANS-PROBLEM>                                    54
<ALLOWANCE-OPEN>                                  179
<CHARGE-OFFS>                                       6
<RECOVERIES>                                        2
<ALLOWANCE-CLOSE>                                 190
<ALLOWANCE-DOMESTIC>                              190
<ALLOWANCE-FOREIGN>                                 0
<ALLOWANCE-UNALLOCATED>                           190
        


</TABLE>


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