FIRST KANSAS FINANCIAL CORP
10QSB, 1999-08-13
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                     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
          ------------------------------------------------------------

             (Exact name of Registrant as specified in its Charter)


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

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

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

         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
                            -----                            ------

         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
                          ---------                 ---------
<PAGE>
                       FIRST KANSAS FINANCIAL CORPORATION
                               OSAWATOMIE, KANSAS


                                TABLE OF CONTENTS


                                                                           PAGE
                                                                           ----
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

<PAGE>

FIRST KANSAS FINANCIAL CORPORATION AND SUBSIDIARY
OSAWATOMIE, KANSAS

Consolidated Balance Sheets
(Dollars in thousands)
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
                                                                                        June 30,         December 31,
                                                                                          1999               1998
                                      Assets                                           (unaudited)
- ---------------------------------------------------------------------------------------------------------------------
<S>                                                                               <C>                      <C>
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

- ---------------------------------------------------------------------------------------------------------------------
Total assets                                                                       $        135,341          107,216
- ---------------------------------------------------------------------------------------------------------------------

                       Liabilities and Stockholders' Equity
- ---------------------------------------------------------------------------------------------------------------------
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
- ---------------------------------------------------------------------------------------------------------------------
Total liabilities                                                                           115,205           85,776
- ---------------------------------------------------------------------------------------------------------------------
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)
- ---------------------------------------------------------------------------------------------------------------------
Total equity                                                                                 20,136           21,440

Commitments
- ---------------------------------------------------------------------------------------------------------------------
Total liabilities and stockholders' equity                                         $        135,341          107,216
- ---------------------------------------------------------------------------------------------------------------------

</TABLE>

See accompanying notes to unaudited consolidated financial statements.

                                       2
<PAGE>

FIRST KANSAS FINANCIAL CORPORATION AND SUBSIDIARY
OSAWATOMIE, KANSAS

Consolidated Statements of Earnings
              (Unaudited)
(Dollars in thousands, except share amounts)
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
                                                                           For the three months       For the six months
                                                                               ended June 30,            ended June 30,
                                                                           --------------------       --------------------
                                                                             1999        1998           1999         1998
- ----------------------------------------------------------------------------------------------------------------------------
<S>                                                                    <C>               <C>    <C>               <C>
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
- ----------------------------------------------------------------------------------------------------------------------------
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
- ----------------------------------------------------------------------------------------------------------------------------
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
- ----------------------------------------------------------------------------------------------------------------------------
Net interest income after provision for loan losses                             893         673         1,743         1,338
- ----------------------------------------------------------------------------------------------------------------------------

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
- ----------------------------------------------------------------------------------------------------------------------------
Total noninterest income                                                        225         220           421           409
- ----------------------------------------------------------------------------------------------------------------------------

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
- ----------------------------------------------------------------------------------------------------------------------------
Total noninterest expense                                                       775         595         1,498         1,164
- ----------------------------------------------------------------------------------------------------------------------------

Earnings before income tax expense                                              343         298           666           583

Income tax expense                                                              131         118           260           231
- ----------------------------------------------------------------------------------------------------------------------------

Net earnings                                                           $        212         180   $       406           352

Net earnings per share - basic and diluted                             $       0.15        0.13   $      0.29          0.25
- ----------------------------------------------------------------------------------------------------------------------------

</TABLE>

See accompanying notes to unaudited 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, 1999 and 1998
               (Unaudited)
(Dollars in thousands)
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
                                                                                         1999            1998
- -------------------------------------------------------------------------------------------------------------------
<S>                                                                                <C>                    <C>
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              --

- -------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities                                                    1,513           1,099
- -------------------------------------------------------------------------------------------------------------------

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)             --
- -------------------------------------------------------------------------------------------------------------------
Net cash (used) provided by investing activities                                   $       (34,317)          2,238
- -------------------------------------------------------------------------------------------------------------------
                                                                                                        (Continued)
</TABLE>
                                       4
<PAGE>

FIRST KANSAS FINANCIAL CORPORATION AND SUBSIDIARY
OSAWATOMIE, KANSAS

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

                                                                                         1999            1998
- -------------------------------------------------------------------------------------------------------------------
<S>                                                                                <C>                   <C>
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
- -------------------------------------------------------------------------------------------------------------------
Net cash provided by financing activities                                                   27,470           8,924
- -------------------------------------------------------------------------------------------------------------------

Net decrease (increase) in cash and cash equivalents                                        (5,334)         12,261

Cash and cash equivalents at beginning of period                                             8,143           4,600
- -------------------------------------------------------------------------------------------------------------------

Cash and cash equivalents at end of period                                         $         2,809          16,861
- -------------------------------------------------------------------------------------------------------------------

</TABLE>


See accompanying notes to unaudited consolidated financial statements.

                                       5
<PAGE>
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.
<TABLE>
<CAPTION>

                                                                 For the three months          For the six months Ended
                                                                    Ended June 30,                      June 30,
                                                                  1999         1998                1999          1998
                                                                  ----         ----                ----          ----
<S>                                                           <C>            <C>               <C>          <C>
                Net income                                     $ 212,000      $180,000           $406,000    $ 352,000
                Change in unrealized security loss, net          (47,000)       32,000           (134,000)     203,000
                                                                --------       -------            --------     -------
                Comprehensive income                           $ 165,000      $212,000           $272,000     $555,000
                                                                --------       -------            -------      -------
</TABLE>

(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
<PAGE>
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
<PAGE>
               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
<PAGE>


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)


<TABLE>
<CAPTION>
                                June 30, 1999                 June 30, 1998
                                -------------                 -------------

                           Amount      Percent    Required   Amount    Percent
                           ------      -------    --------   ------    -------

<S>                       <C>         <C>        <C>       <C>        <C>
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%
</TABLE>

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
<PAGE>

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

                 Not Applicable

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

                 None

                                       10

<PAGE>

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
<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:    August 12, 1999            By:  /s/ Larry V. Bailey
         ---------------                 ------------------------------
                                         Larry V. Bailey, President


Date:    August 12, 1999            By:  /s/ James J. Casaert
         ---------------                 ------------------------------
                                         James J. Casaert
                                         Vice President and Treasurer
                                         (Principal Accounting Officer)




                                       12





<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-31-1999
<PERIOD-END>                              JUN-30-1999
<CASH>                                      2,809
<INT-BEARING-DEPOSITS>                          0
<FED-FUNDS-SOLD>                                0
<TRADING-ASSETS>                                0
<INVESTMENTS-HELD-FOR-SALE>                24,185
<INVESTMENTS-CARRYING>                     59,202
<INVESTMENTS-MARKET>                       61,408
<LOANS>                                    41,778
<ALLOWANCE>                                   224
<TOTAL-ASSETS>                            135,341
<DEPOSITS>                                 83,449
<SHORT-TERM>                                    0
<LIABILITIES-OTHER>                         1,587
<LONG-TERM>                                30,000
                           0
                                     0
<COMMON>                                      155
<OTHER-SE>                                 19,981
<TOTAL-LIABILITIES-AND-EQUITY>            135,341
<INTEREST-LOAN>                             1,599
<INTEREST-INVEST>                           2,385
<INTEREST-OTHER>                              118
<INTEREST-TOTAL>                            4,102
<INTEREST-DEPOSIT>                          1,800
<INTEREST-EXPENSE>                          2,341
<INTEREST-INCOME-NET>                       1,761
<LOAN-LOSSES>                                  18
<SECURITIES-GAINS>                              0
<EXPENSE-OTHER>                              1498
<INCOME-PRETAX>                               666
<INCOME-PRE-EXTRAORDINARY>                    666
<EXTRAORDINARY>                                 0
<CHANGES>                                       0
<NET-INCOME>                                  406
<EPS-BASIC>                                0.29
<EPS-DILUTED>                                0.29
<YIELD-ACTUAL>                                  0
<LOANS-NON>                                    86
<LOANS-PAST>                                  263
<LOANS-TROUBLED>                              232
<LOANS-PROBLEM>                               105
<ALLOWANCE-OPEN>                              212
<CHARGE-OFFS>                                   0
<RECOVERIES>                                    0
<ALLOWANCE-CLOSE>                             224
<ALLOWANCE-DOMESTIC>                          224
<ALLOWANCE-FOREIGN>                             0
<ALLOWANCE-UNALLOCATED>                       224



</TABLE>


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