FIRST DEPOSIT BANCSHARES INC
10QSB, 1999-07-29
SAVINGS INSTITUTION, FEDERALLY CHARTERED
Previous: CAVION TECHNOLOGIES INC, SB-2/A, 1999-07-29
Next: WELLINGTON HG & CO INC /NY, 13F-HR, 1999-07-29



<PAGE>

                                 UNITED STATES
                      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 ACT OF 1934 FOR THE PERIOD ENDED MARCH 31, 1999
                                               --------------

Commission file number:  000-26033


                        FIRST DEPOSIT BANCSHARES, INC.
            (Exact name of registrant as specified in its charter)


              Georgia                                 58-2443683
   (State or other jurisdiction of        (IRS employer identification no.)
    incorporation or organization)


                            8458 Campbellton Street
                        Douglasville, Georgia 30134-1803
                    (address of principal executive offices)


                                 (770) 942-5108
                 Issuer's telephone number, including area code


Check whether Issuer: (1) has filed 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.
                            Yes [_]         No [X]

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.


            Class                                 Outstanding at  July 26, 1999
  --------------------------                      -----------------------------

  Common stock, no par value                                1,575,000


Transitional Small Business Disclosure Format (check one):

                            Yes [_]         No [X]
<PAGE>

                 FIRST DEPOSIT BANCSHARES, INC. AND SUBSIDIARY
                                  FORM 10-QSB


                               TABLE OF CONTENTS


Part I.      Financial Information

Item 1.      Consolidated Condensed Financial Statements...................   3

             Consolidated Condensed Statement of Condition (Unaudited)
             as of March 31, 1999

             Condensed Statements of Income (Unaudited) for the
             Three Months Ended March 31, 1998 and March 31, 1999

             Condensed Statements of Cash Flows (Unaudited) for the
             Three Months Ended March 31, 1998 and March 31, 1999

             Notes to Unaudited Consolidated Condensed
             Financial Statements

Item 2.      Management's Discussion and Analysis or Plan of Operation.....   8


Part II.     Other Information

Item 6.      Exhibits and Reports on Form 8-K..............................  15

Signatures.................................................................  15

                                       2
<PAGE>

                        PART 1 - FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

                        FIRST DEPOSIT BANCSHARES, INC.

                                 BALANCE SHEET
                                MARCH 31, 1999
                                  (Unaudited)
                            (Dollars in Thousands)

Assets
- ------

Cash and due from banks                                      $     6,062
Federal funds sold                                                 1,215
Securities available-for-sale, at fair value                       3,353
Securities held to maturity                                          998
Loans                                                             85,867
Less allowance for loan losses                                     1,012
                                                             -----------
          Loans, net                                              84,855
                                                             -----------

Premises and equipment                                             1,789
Other assets                                                       2,283
                                                             -----------

          Total assets                                       $   100,555
                                                             ===========

Liabilities and Stockholders' Equity
- ------------------------------------

Deposits
    Demand                                                   $     4,201
    Interest-bearing demand                                       27,854
    Savings                                                        4,535
    Time deposits                                                 48,981
                                                             -----------
          Total deposits                                          85,571
Other borrowings                                                   5,000
Other liabilities                                                    146
                                                             -----------
          Total liabilities                                       90,717
                                                             -----------

    Retained earnings                                              9,808
    Accumulated other comprehensive income, net of tax                30
                                                             -----------
          Total stockholders' equity                               9,838
                                                             -----------

          Total liabilities and stockholders' equity         $   100,555
                                                             ===========

The accompanying notes are an integral part of these financial statements.




                                       3
<PAGE>

                        FIRST DEPOSIT BANCSHARES, INC.

                 STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
                  THREE MONTHS ENDED MARCH 31, 1999 AND 1998
                                  (Unaudited)
                            (Dollars in Thousands)

                                                      Three Months Ended
                                                           March 31,
                                                      ------------------
                                                        1999      1998
                                                        ----      ----

Interest income
    Loans                                             $ 1,670       $ 1,588
    Taxable securities                                     67           102
    Federal funds sold                                     77            41
                                                      -------       -------
          Total interest income                         1,814         1,731
                                                      -------       -------

Interest expense
    Deposits                                              985           937
    Other borrowings                                       69            74
                                                      -------       -------
          Total interest expense                        1,054         1,011
                                                      -------       -------

          Net interest income                             760           720
Provision for loan losses                                  15            15
                                                      -------       -------
          Net interest income after
              provision for loan losses                   745           705
                                                      -------       -------

Other income                                              102            86
                                                      -------       -------

Other expenses
    Salaries and other employee benefits                  309           268
    Occupancy and equipment expenses                       69            66
    Other operating expenses                              213           207
                                                      -------       -------
          Total other expenses                            591           541
                                                      -------       -------

          Income before income taxes                      256           250

Income tax expense                                         81            99
                                                      -------       -------

          Net income                                      175           151
                                                      -------       -------


The accompanying notes are an integral part of these financial statements.

                                       4
<PAGE>

                        FIRST DEPOSIT BANCSHARES, INC.

                           STATEMENTS OF CASH FLOWS
                  THREE MONTHS ENDED MARCH 31, 1999 and 1998
                                  (Unaudited)
                            (Dollars in Thousands)

<TABLE>
<CAPTION>
                                                                              1999           1998
                                                                             -------        -------
<S>                                                                          <C>            <C>
OPERATING ACTIVITIES
    Net income                                                               $   175        $   151
    Adjustments to reconcile net income to net cash provided
      by operating activities:
        Depreciation                                                              45             44
        Provision for loan losses                                                 15             15
        Other operating activities                                                37            (77)
                                                                             -------        -------

                  Net cash provided by operating activities                      272            133
                                                                             -------        -------

INVESTING ACTIVITIES
    Purchases of securities available-for-sale                                  (500)        (1,612)
    Proceeds from maturities of securities available-for-sale                    854             --
    Proceeds from maturities of securities held-to-maturity                       44          2,117
    Net increase in Federal funds sold                                          (500)            --
    Net increase in loans                                                     (1,493)        (2,835)
    Purchase of premises and equipment                                           (57)            (2)
                                                                             -------        -------

                  Net cash used in investing activities                       (1,652)        (2,332)
                                                                             -------        -------

FINANCING ACTIVITIES
    Net increase (decrease) in deposits                                         (115)         2,017
    Net decrease in other borrowings                                              --         (1,000)
                                                                             -------        -------

                  Net cash provided by (used in) financing activities           (115)         1,017
                                                                             -------        -------

Net decrease in cash and due from banks                                       (1,495)        (1,182)

Cash and due from banks, beginning of period                                   7,557          5,663
                                                                             -------        -------

Cash and due from banks, end of period                                       $ 6,062        $ 4,481
                                                                             =======        =======
</TABLE>

The accompanying notes are an integral part of these financial statements.

                                       5

<PAGE>

                        FIRST DEPOSIT BANCSHARES, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)


NOTE 1.  BASIS OF PRESENTATION

         The consolidated financial information included herein is unaudited;
         however, such information reflects all adjustments (consisting solely
         of normal recurring adjustments) which are, in the opinion of
         management, necessary for a fair statement of results for the interim
         period.

         The results of operations for the three month period ended March 31,
         1999 are not necessarily indicative of the results to be expected for
         the full year.


NOTE 2.  CURRENT ACCOUNTING DEVELOPMENTS

         In June 1998, the Financial Accounting Standards Board issued SFAS No.
         133, "Accounting for Derivative Instruments and Hedging Activities".
         This statement is required to be adopted for fiscal years beginning
         after June 15, 1999. However, the statement permits early adoption as
         of the beginning of any fiscal quarter after its issuance. The Company
         expects to adopt this statement effective January 1, 2000. SFAS No. 133
         requires the Company to recognize all derivatives as either assets or
         liabilities in the balance sheet at fair value. For derivatives that
         are not designated as hedges, the gain or loss must be recognized in
         earnings in the period of change. For derivatives that are designated
         as hedges, changes in the fair value of the hedged assets, liabilities,
         or firm commitments must be recognized in earnings or recognized in
         other comprehensive income until the hedged item is recognized in
         earnings, depending on the nature of the hedge. The ineffective portion
         of a derivative's change in fair value must be recognized in earnings
         immediately. Management has not yet determined what effect the adoption
         of SFAS No. 133 will have on the Company's earnings or financial
         position.

         There are no other recent accounting pronouncements that have had, or
         are expected to have, a material effect on the Company's financial
         statements.

                                       6
<PAGE>

Part I.   Financial Information

Item 2.   Management's Discussion and Analysis or Plan of Operation

General

     First Deposit Bancshares, Inc. ("First Deposit") is a Georgia corporation
formed to serve as a holding company to acquire the capital stock of Douglas
Federal Bank (the "Bank") in connection with its conversation from a mutual
federal savings bank to a stock federal savings bank.  The conversion was
approved by the Bank's depositors on June 25, 1999 and the offering of 1,575,000
shares of the common stock of First Deposit was closed on July 8 1999.  Until
July 8, 1999, First Deposit had no operations, had not issued any common stock
and did not own the Bank.  The following analysis discusses financial
information regarding the Bank during the periods presented.

     The following selected financial and operating data presented below at
March 31, 1999 and for the three month periods ended March 31, 1999 and 1998 are
derived from unaudited financial data, but, in the opinion of management reflect
all adjustments (consisting of only recurring adjustments) which are necessary
to present fairly the results for such interim periods.  The results of
operations for the three months ended March 31, 1999 are not necessarily
indicative of the results of operations that may be expected for the year ended
December 31, 1999.

<TABLE>
<CAPTION>
                                                                                      At                       At
                                                                                   March 31,               December 31,
                                                                                     1999                      1998
                                                                                   ---------               ------------
                                                                                  (Unaudited)
                                                                                             (In Thousands)
<S>                                                                                 <C>                        <C>
Selected Financial Data:
Total assets...................................................................     $100,555                   $100,892
Loans receivable, net..........................................................       84,855                     83,377
Securities available for sale..................................................        3,353                      3,707
Securities held to maturity....................................................          998                      1,042
Deposits.......................................................................       85,571                     85,686
Federal Home Loan Bank advances ...............................................        5,000                      5,000
Total retained earnings........................................................        9,838                      9,662
</TABLE>


                                       7
<PAGE>

<TABLE>
<CAPTION>
                                                                                            For the Three Months
                                                                                                Ended March 31,
                                                                                       1999                       1998
                                                                                      ------                     ------
                                                                                    (Unaudited)
                                                                                                (In Thousands)

<S>                                                                                  <C>                        <C>
Selected Operating Data:
Total interest income.............................................................    $1,814                     $1,731
Total interest expense............................................................     1,054                      1,011
                                                                                      ------                     ------
     Net interest income..........................................................       760                        720
Provision for loan losses.........................................................        15                         15
                                                                                      ------                     ------
     Net interest income after
         provision for loan losses................................................       745                        705
Total noninterest income..........................................................       102                         86
Total noninterest expense.........................................................       591                        541
                                                                                      ------                     ------
     Income before income tax ....................................................       256                        250
Provision for income tax..........................................................        81                         99
                                                                                      ------                     ------
     Net income...................................................................    $  175                     $  151
                                                                                      ======                     ======
</TABLE>


                                       8
<PAGE>

<TABLE>
<CAPTION>
                                                                                            At or For the Three Months
                                                                                                  Ended March 31,
                                                                                                  1999       1998
                                                                                                  ----       ----
<S>                                                                                         <C>              <C>
Key Financial Ratios (1):

Performance Ratios:                                                                                 %          %
  Return on average assets(2).............................................................         0.71       0.67
  Return on average equity(3).............................................................         7.14       6.66
  Interest rate spread(4).................................................................         3.29       3.26
  Net interest margin(5)..................................................................         3.34       3.42
  Noninterest expense as a percent of average assets......................................         2.39       2.41
  Average interest-bearing assets to interest-bearing liabilities.........................       100.89     103.27

Capital Ratios:
  Tangible................................................................................         8.05       8.16
  Core....................................................................................         8.05       8.16
  Risk-based..............................................................................        15.36      15.49
  Average equity as a percent of average assets...........................................         9.96      10.10

Asset Quality Ratios:
  Nonperforming loans as a percent of loans receivable, net(6)............................         1.04       1.46
  Nonperforming assets as a percent of total assets(7)....................................         0.96       1.54
  Allowance for loan losses as a percent of gross loans receivable........................         1.18       1.14
  Allowance for loan losses as a percent of nonperforming loans ..........................       115.14      78.93
  Net charge-offs as a percent of average outstanding loans...............................            -          -
</TABLE>
- ------------

(1) Annualized where appropriate.
(2) Net income divided by average assets.
(3) Net income divided by average equity.
(4) Difference between average yield on interest-earning assets and average
    cost of interest-bearing liabilities.
(5) Net interest income as a percentage of average-earning assets.
(6) Nonperforming loans consist of loans accounted for on a nonaccrual basis.
(7) Nonperforming assets consist of nonaccrual loans.

                                       9
<PAGE>

Regulatory Capital

     The table below sets forth the Bank's capital position relative to its
Office of Thrift Supervision capital requirements at the date indicated.

<TABLE>
<CAPTION>
                                                                  At March 31, 1999
                                                                  -----------------
                                                                               Percent of
                                                                             Adjusted Total
                                                           Amount(1)             Assets
                                                           ---------             ------
                                                               (Dollars in thousands)
<S>                                                         <C>              <C>
Tangible capital                                              7,945               8.05
Tangible capital requirement                                  1,480               1.50
                                                              -----              -----
Excess                                                        6,465               6.55
Core capital                                                  7,945               8.05
Core capital requirement(2)                                   2,960               3.00
                                                              -----              -----
Excess                                                        4,985               5.05
Risk-based capital(3)                                         8,653              15.36
Risk-based capital requirement(3)                             4,506               8.00
                                                              -----              -----
Excess                                                        4,147               7.36
</TABLE>
- ------------
(1)  Based on total tangible assets of $98.66 million for purposes of the
     tangible capital requirement and the core capital requirement, and on risk-
     weighted assets of $56.32 million for purposes of the risk-based capital
     requirement.
(2)  The current Office of Thrift Supervision core capital requirement for
     savings associations is 3% of total adjusted assets. The Office of Thrift
     Supervision has proposed core capital requirements that would require a
     core capital ratio of 3% of total adjusted assets for thrifts that receive
     the highest supervisory rating for safety and soundness and a core capital
     ratio of 4% to 5% for all other thrifts.
(3)  Percentage represents total core and supplementary capital divided by
     total risk-weighted assets.

Nonperforming Assets and Delinquencies

     At March 31, 1999, the Bank had $879,000 of loans accounted for on a
nonaccrual basis, compared to $983,000 at December 31, 1998.  Nonaccrual loans
at March 31, 1999 consisted of $444,000 in residential real estate loans and
$435,000 in commercial real estate loans.  At March 31, 1999, the Bank had no
accruing loans contractually past due 90 days or more, no restructured loans and
$90,000 of foreclosed real estate.

     The allowance for loan loss was $1,012,000 at March 31, 1999.  There were
$5,000 in charge-offs and $3,000 in recoveries for the three months ended March
31, 1999, compared to no charge-offs and $11,000 in recoveries for the three
months ended March 31, 1998.

                                       10
<PAGE>

Comparison of Financial Condition at March 31, 1999 and December 31, 1998

     At March 31, 1999, total assets were $100.6 million compared to $100.9
million at December 31, 1998.  Loans receivable, net increased to $84.9 million
at March 31, 1999, from $83.4 million at December 31, 1999.  Securities
available for sale decreased as a result of maturities and prepayments exceeding
purchases.  At March 31, 1999, deposits were $85.6 million compared to $85.7
million at December 31, 1998.  Total retained earnings increased to $9.8 million
at March 31, 1999 from $9.6 million at December 31, 1998. The slight decrease in
total assets and total deposits is not attributable to any specific trend or
item.

Comparison of Operating Results for the Three Months ended March 31, 1999 and
1998

     Net Income.  Net income was $175,000 in the 1999 quarter compared to
$151,000 in the 1998 quarter.  This increase is primarily the result of an
increase in interest-earning assets.

     Net Interest Income.  Net interest income was $760,000 in the 1999 quarter
compared to $720,000 in the 1998 quarter.  This increase is primarily the result
of a lower cost of funds for the 1999 quarter.

     Provision for Loan Losses.  The allowance for loan losses is established
through a provision for loan losses based on management's evaluation of the
risks inherent in the Bank's loan portfolio and the general economy.  The
allowance for loan losses is maintained at an amount management considers
adequate to cover estimated losses on loans which are deemed probable and
estimable based on information currently known to management.  The allowance is
based upon a number of factors, including economic conditions, actual loss
experience and industry trends.  The provision for loan losses for both quarters
was $15,000.  Management deemed such allowance as adequate at both dates.  The
Bank will continue to monitor and modify the Bank's allowances for loan losses
as conditions dictate.  While management believes the Bank's allowance for loan
losses is sufficient to cover losses inherent in our loan portfolio at this
time, no assurances can be given that our level of allowance for loan losses
will be sufficient to cover loan losses incurred by the Bank or that future
adjustments to the allowance for loan losses will not be necessary if economic
and other conditions differ substantially from the economic and other conditions
used by management to determine the current level of the allowance for loan
losses.

     Noninterest Income. Noninterest income increased from $86,000 in the 1998
quarter to $102,000 in the 1999 quarter, primarily as a result of increased
service charge income.

     Noninterest Expense.  Noninterest expense increased from $541,000 in the
1998 quarter to $591,000 in the 1999 quarter. This increase is not attributable
to any one item, but represents normal increases in other expenses.

                                       11
<PAGE>

Impact of Inflation

     The impact of inflation is reflected in the increased cost of the Bank's
operations.  Unlike industrial companies, nearly all of the Bank's assets and
liabilities are monetary in nature.  As a result, interest rates have a greater
impact on the Bank's performance than does the effects of general levels of
inflation.  Interest rates do not necessarily move in the same direction or to
the same extent as the prices of  the Bank's  goods and services.

Year 2000 Issues

     Introduction.  Similar to other financial institutions, the Bank's
operations are particularly sensitive to potential problems arising from the
inability of many existing computer hardware and software systems and
association applications to process accurately information relating to any two-
digit "date field" entries referring to the year 2000 and beyond.  Many existing
systems are constructed  to read such entries as referring to dates beginning
with "19," rather than "20."  This set of issues is generally referred to as the
"Year 2000" problem.  The Federal Financial Institutions Examination Council,
through the bank regulatory agencies, has issued compliance guidelines requiring
financial institutions to develop and implement plans for addressing Year 2000
issues relevant to their operations.

     State of Readiness.  The Bank has  implemented a detailed Year 2000 plan,
as required by its regulators, to evaluate Year 2000 compliance of its computer
systems and the equipment which supports its operations.  Also included in this
Year 2000 plan is a detailed review of the readiness of the Bank's  service
providers, vendors, major fund providers, major borrowers, and companies with
which the Bank has material investments.  These reviews and updates have
revealed that these entities that the Year 2000 issue will not have a material
adverse impact on their relationship with the Bank.  While these assurances do
not rise to the level of a certification or warranty, management is comfortable
with the assurances it has received.  As of  March 31, 1999, the Bank has met
all current target objectives of the Year 2000 plan, and management believes
that the Bank  will continue to meet all future target objectives in accordance
with the terms of the plan.

     Like many financial institutions, the Bank relies upon computers for the
daily conduct of its business and for data processing generally.  As part of
the Bank's regular upgrading of computer systems, the Bank purchased and
installed new computers, servers, and software.  The Bank also upgraded all of
its ATMs.  The vendor of the Bank's core account processing system is executing
its Year 2000 readiness plan in cooperation with the Bank and has certified that
the system is 2000 compliant.

     In addition to a core account processing system, the Bank has financial
accounting and mortgage loan origination systems that are computer-based, and
thus vulnerable to the Year 2000 issues. The Bank has installed new financial
accounting, mortgage loan origination, and mortgage loan servicing systems which
are Year 2000 compliant as part of its computer upgrade.

     As a result of the Bank's  core account processing system and the new
financial accounting, mortgage loan origination, and mortgage loan servicing
systems, management believes that it has resolved the Year 2000 issues with
respect to the most critical computer systems and applications. Management has
completed the testing phase with respect to the Bank's computer systems and
other equipment that is Year 2000 sensitive, which includes equipment containing
embedded microprocessors or other technology related to the recognition of
dates. The results of testing performed through  March 31, 1999 have not
identified any, non-compliance systems, or equipment.

     Because of the  substantial progress made towards its Year 2000 conversion,
the Bank does not anticipate that any additional significant changes will be
required or that the Year 2000 issue will pose significant operational problems
for the Bank.  However, if the necessary changes are not made or completed in a
timely fashion or unanticipated problems arise, the Year 2000 issue may take
longer for the Bank  to address and may have a material impact on its financial
condition and results of operations.

     The Bank receives periodic updates from its third party service providers
on the status of their progress in remediation and testing. These providers are
also subject to Year 2000 compliance examinations by the federal bank regulatory
agencies. While these updates do not rise to the level of certification or
warranties, they do indicate what

                                       12
<PAGE>

management believes to be satisfactory progress toward a timely resolution of
the Year 2000 issue by these providers.

     In addition to the Bank's interaction with major service providers, the
Bank has contacted in writing every vendor, major service providers, major
borrowers, and companies with which it has  material investments,  to evaluate
their Year 2000 compliance plans and state of readiness and to determine the
extent to which its systems may be affected by the failure of others to
remediate their own Year 2000 issues. To date, the Bank has received written
responses from surveys distributed from over 50% of such parties. While these
written responses do not rise to the level of a certification or warranty, they
generally indicate that these parties have developed adequate plans to address
the Year 2000 issue or that their failure to resolve Year 2000 issues will have
a minimal impact on the Bank's systems or operations. The Bank intends to re-
contact those parties from whom it has not received a response, either in
writing or through personal contact. The Bank has not independently confirmed
any information received from other parties with respect to Year 2000 issues.
These other parties may not complete their Year 2000 conversion in a timely
fashion or they may suffer a Year 2000 business disruption that may adversely
affect the Bank's  financial condition and results of operations.

     The Bank does not generally utilize Year 2000 compliance as a criteria in
the loan underwriting process because approximately 96% of its loan portfolio is
composed of either one- to four-family residential mortgage loans, construction
and development loans or consumer loans. Generally, borrowers of such loans do
not present as significant a risk to repayment as a result of Year 2000 issues.
No commercial real estate borrower was identified as mission critical during the
Year 2000 assessment process.

     Costs to Address the Year 2000 Issue.  The new computer systems were
installed as a result of management's desire to keep the Bank competitive by
ensuring that its systems take advantage of recent advances in technology.  The
Bank's  costs to achieve Year 2000 compliance are currently budgeted to be
$50,000, and these costs are not expected to have a material financial impact on
the Bank. The Bank has and intends to continue to fund such costs from its
operations.  However, as the Bank progresses with its Year 2000 conversion and
implement the necessary changes to its  systems, certain additional costs may be
identified.  Additional costs could have a material adverse effect on the Bank's
financial condition and results of operations.

     Risks of Year 2000 Issues.  To date, the Bank not identified any system
which presents a material risk of not being Year 2000 complaint in a timely
fashion or for which a suitable alternative cannot be implemented.   However, as
the Bank progresses with its Year 2000 conversion, the Bank may identify systems
which do present a material risk of Year 2000 disruption.  Such disruption may
include, among other things, the inability to process and underwrite loan
applications, to credit deposits and withdrawals from customer accounts, to
credit loan payments or track delinquencies, to reconcile and record daily
activity properly or to engage in normal banking activities properly.
Additionally, if the Bank's commercial customers are not Year 2000 compliant and
suffer adverse effects on their operations, their ability to meet their
obligations to the Bank could be adversely affected. The Bank's failure to
identify systems which require Year 2000 conversion that are critical to its
operations or the Bank's  failure or that of others with which it does business
to become year 2000 compliant in a timely manner could have a material adverse
impact on the Bank's  financial condition and results of operations.  Moreover,
to the extent that the risks posed by the Year 2000 problem are pervasive in
data processing and transmission and communications services worldwide, the
management cannot predict with any certainty that its operations will remain
materially unaffected after January 1, 2000 or on dates preceding this date at
which time post-January 1, 2000 dates become significant within the Bank's
systems.

     The Bank has identified seven mission-critical vendors, of which six are
Year 2000 complaint.  The remaining vendor is in the process of testing for Year
2000 compliance.

     Contingency Plans. The Bank has two types of contingency plans: Remediation
and Business Interruption.  Remediation plans are designed to mitigate the risks
associated with the failure to complete renovation, validation, and
implementation of mission-critical systems successfully.  Business interruption
plans are plans of action to ensure the Bank's ability to continue functioning
as a business entity in the event of unanticipated systems failures at critical
dates before, on, or after the Year 2000.


                                       13
<PAGE>

     Remediation Plans. The Bank's Year 2000 conversion is expected to be
     ------------------
complete before any potential disruption in  its business.  Moreover, the Bank
has developed Year 2000 remediation contingency plans for mission-critical
systems.  These plans would be invoked in the event of anticipated failures of
particular Year 2000 projects or sub-projects.  Such plans involve the
designation of alternate vendors to back up systems and would essentially
constitute replacement of the current Year 2000 remediation  plan with an
alternate one.  Remediation plans will be built in succeeding stages of detail
and this process may, if management deems appropriate, be halted at any point
where the success of the base project is clearly predictable.  The Bank
completed testing of its systems in 1998.

     Business Interruption Plans.  Those plans would be invoked if unanticipated
     ---------------------------
Year 2000 problems occur in production.  The Bank has targeted the essential
functions that may be adversely affected, and have developed specific response,
ranging from the  printing out of records from the core banking system before
January 1, 2000, to ensure that a hard copy of data is available in the event of
a failure, to preparations for failures of voice and data communication through
the use of manual posting and courier services, as well as ensuring that
branches can process off-line for a period of time. Teams will be established
for mobilization in case of emergencies that threaten its viability, and require
that certain resources be available immediately for utilization.   The Bank will
continue to fine-tune these plans, train staff to carry them out, and test them.
Staff will be trained to follow the plans, in conjunction with the Bank's  Year
2000 team, as they are trained to follow disaster recovery plans in the event of
a disaster.

     The Bank believes the failure to resolve Year 2000 issues adequately
presents the following risks, which management believes reflect the most likely
worst case scenario:

     .  the possibility of the lack of power or communication services for
        periods in excess of one day;

     .  loss of customers to other financial institutions if our service
        provider is unable to process consumer transactions, resulting in a loss
        of revenue;

     .  concern on the part of depositors that Year 2000 issues could impair
        access to their deposit account balances, resulting in significant
        outflow of deposits on or before December 31, 1999; and

     .  governmental agencies, such as the Federal Home Loan Bank, and
        correspondent banks could fail to provide us with funds, which could
        materially impair our liquidity and affect our ability to fund loans and
        deposit withdrawals.

Cautionary Statements for Purposes of the "Safe Harbor" Provisions of the
Private Securities Litigation Reform Act

This quarterly report on Form 10-QSB contains "forward looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995.
When used in this report, the words "believes," "expects," "anticipates,"
"estimates" and similar words and expressions are generally intended to identify
forward-looking statements.  Statements that describe the Bank's future
strategic plans, goals or objectives are also forward-looking statements,
including those regarding the intent, belief or current expectations of
management, are not guarantees of future performance, results or events and
involve risks and uncertainties, and that actual results and events may differ
materially from those in the forward-looking statements as a result of various
factors including, but not limited to, (i) general economic conditions in the
markets in which the Bank operates, (ii) competitive pressures in the markets in
which the Bank operates, (iii) the effect of future legislation or regulatory
changes on the Bank's operations and (iv) other factors described from time to
time in the Bank's filings with the Securities and Exchange Commission.  The
forward-looking statements included in this report are made only as of the date
hereof.  The Bank undertakes no obligation to update such forward-looking
statements to reflect subsequent events or circumstances.

                                       14
<PAGE>

Part II.  Other Information

Item 6.

          a.  Exhibits and Reports on Form 8-K

              27.1 Financial Data Schedule


          b.  Reports on Form 8-K

              None.


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 DEPOSIT BANCSHARES, INC.
- ------------------------------
Registrant


Date July  26, 1999           J. David Higgins
     --------------           ----------------
                              President, Chief Executive Officer and Treasurer


Date July 26, 1999            John L. King
     -------------            ------------
                              John L. King
                              Senior Vice President and
                              Chief Financial Officer

                                       15

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 9
<MULTIPLIER> 1,000

<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1999
<PERIOD-START>                             JAN-01-1999
<PERIOD-END>                               MAR-31-1999
<CASH>                                             905
<INT-BEARING-DEPOSITS>                           5,157
<FED-FUNDS-SOLD>                                 1,215
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                      3,353
<INVESTMENTS-CARRYING>                             998
<INVESTMENTS-MARKET>                             1,026
<LOANS>                                         85,867
<ALLOWANCE>                                      1,012
<TOTAL-ASSETS>                                 100,555
<DEPOSITS>                                      85,571
<SHORT-TERM>                                         0
<LIABILITIES-OTHER>                                146
<LONG-TERM>                                      5,000
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                       9,838
<TOTAL-LIABILITIES-AND-EQUITY>                 100,555
<INTEREST-LOAN>                                  1,670
<INTEREST-INVEST>                                   67
<INTEREST-OTHER>                                    77
<INTEREST-TOTAL>                                 1,814
<INTEREST-DEPOSIT>                                 985
<INTEREST-EXPENSE>                               1,054
<INTEREST-INCOME-NET>                              760
<LOAN-LOSSES>                                       15
<SECURITIES-GAINS>                                   0
<EXPENSE-OTHER>                                    591
<INCOME-PRETAX>                                    256
<INCOME-PRE-EXTRAORDINARY>                         256
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       175
<EPS-BASIC>                                        0
<EPS-DILUTED>                                        0
<YIELD-ACTUAL>                                    3.34
<LOANS-NON>                                        879
<LOANS-PAST>                                         0
<LOANS-TROUBLED>                                     0
<LOANS-PROBLEM>                                      0
<ALLOWANCE-OPEN>                                 1,000
<CHARGE-OFFS>                                        5
<RECOVERIES>                                         2
<ALLOWANCE-CLOSE>                                1,012
<ALLOWANCE-DOMESTIC>                             1,012
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                          1,012


</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission