FIRST INDEPENDENCE CORP
10QSB, 1998-05-15
NATIONAL COMMERCIAL BANKS
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<PAGE>   1

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                  FORM 10-QSB

  (Mark One)
  [X]     Quarterly report under Section 13 or 15(d) of the
          Securities Exchange Act of 1934
  For the quarterly period ended March 31, 1998
  [  ]    Transition report under Section 13 or 15(d) of the
          Exchange Act
  For the transition period____________________ to
  ________________________

  Commission file number 0-15777

                        FIRST INDEPENDENCE CORPORATION
                        ------------------------------
             (Exact Name of Small Business Issuer in Its Charter)

                     Michigan                       38-2583843
                     --------                       ----------
             (State or Other Jurisdiction of      (I.R.S. Employer
             Incorporation or Organization)        Identification No.)

                     44 Michigan, Detroit, Michigan 48226
                     ------------------------------------
             (Address of Principal Executive Offices) (Zip Code)
                                      
                                (313) 256-8400
                                --------------
               (Issuer's Telephone Number, Including Area Code)

  Securities registered under Section 12 (b) of the Exchange Act:
                                          NONE
  Securities registered under Section 12 (g) of the Exchange Act:
                     Common stock, par value $1.00 per share

   Check whether the issuer: (1) filed all reports required to be
   filed by Section 13 or 15(d) of the Exchange Act 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. 
                   Yes [X ]  No [ ] 
   Indicate the number of shares outstanding of each of the issuer's
   classes of common stock, as of the latest practical date:

   Common Stock, $1 Par Value-336,760 shares as of May 12, 1998





<PAGE>   2





                         FIRST INDEPENDENCE CORPORATION

                                     INDEX
                                                                       PAGE
Part I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

Consolidated Balance Sheet March 31, 1998                                 3

Consolidated Statement of Income
         Three Months and YTD Ended March 31, 1998 and 1997               4

Consolidated Statement of Comprehensive Income
         Three Months and YTD Ended March 31, 1998 and 1997               5

Consolidated Statement of Cash Flows
         Three Months ended March 31, 1998 and 1997                       6

Notes to Consolidated Financial Statements                            7 - 9

Item 2.  Management's Discussion and Analysis
         of Financial Condition and Results of Operations           10 - 14

Part II. OTHER INFORMATION

Item 1.  Legal Proceedings                                               15

Item 2.  Changes in Securities                                           15

Item 3.  Defaults upon Senior Securities                                 15

Item 4.  Submission of Matters to a Vote of Security Holders             15

Item 5.  Exhibits and Reports on Form 8-K                                15

Signatures                                                               15





                                       2
<PAGE>   3





PART I.
                 FIRST INDEPENDENCE CORPORATION AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEET


<TABLE>
<CAPTION>
ASSETS
<S>                                                                               <C>
                                                                                                     March 1998
                                                                                                     ----------
Cash and due from banks                                                   
                                                                                             $        2,898,117
Federal funds sold                                                        
                                                                                                     16,941,000
                                                                                                  -------------
Total cash and cash equivalents                                           
                                                                                                     19,839,117
                                                                          
Securities available for sale
                                                                                                     31,840,757
Securities held to maturity (fair value of $14,194,789)                   
                                                                                                     14,106,400
                                                                                                     ----------
Total securities                                                          
                                                                                                     45,947,157
Loans                                                                     
   commercial                                                             
                                                                                                     11,239,825
Commercial real estate
                                                                                                     10,314,332
   Residential real estate                                                
                                                                                                     13,739,257
   Consumer                                                               
                                                                                                      6,023,391
                                                                                                 --------------
                                                                                                     41,316,805
   Allowance for loan losses                                              
                                                                                                    (1,031,233)
                                                                                                  -------------
                                                                                                     40,285,572
Premises and equipment, net                                               
                                                                                                      3,186,256
Accrued interest receivable and other assets                              
                                                                                                      1,409,348
                                                                                                  -------------
Total  assets                                                             
                                                                                                $   110,667,450
                                                                                                   ============
                                                                          
LIABILITIES AND SHAREHOLDERS' EQUITY                                      
Liabilities:                                                              
Deposits                                                                  
      Noninterest-bearing                                                 
                                                                                                $    37,172,980
      Interest-bearing                                                    
                                                                                                     55,108,922
                                                                                                  -------------
                                                                                                     92,281,902
Short-term borrowings                                                     
                                                                                                     11,812,506
Accrued expenses and other liabilities                                    
                                                                                                        524,677
Long-term debt                                                            
                                                                                                        900,000
                                                                                                 --------------
Total liabilities                                                         
                                                                                                    105,519,085
Shareholders' equity:                                                     
Preferred stock                                                           
                                                                                                      2,749,508
Common Stock, $1 par value: 500,000 shares authorized; 336,760 shares issued and outstanding
                                                                                                        336,760
Capital surplus                                                           
                                                                                                      2,369,782
Accumulated deficit                                                       
                                                                                                      (287,702)
Unrealized gain (losses) on securities available for sale                 
                                                                                                       (17,108)
Unrealized holding loss on securities transferred                         
                                                                                                        (2,875)
                                                                                                  -------------
Total shareholders' equity                                                
                                                                                                      5,148,365
                                                                                                  -------------
Total liabilities and shareholders' equity                                
                                                                                                 $  110,667,450
                                                                                                    ===========
</TABLE>                                                                  





                                       3
<PAGE>   4





                 FIRST INDEPENDENCE CORPORATION AND SUBSIDIARY
                              STATEMENT OF INCOME
                 QUARTER AND YTD ENDED MARCH 31, 1998 AND 1997

<TABLE>
<CAPTION>
                                                                   1998              1997
                                                                   ----              ----
<S>                                                       <C>               <C>
Interest income

   loans, including fees                                      $   972,129      $  1,068,622
   Investment securities                                          688,529           428,402
   Federal funds sold                                             182,693           172,837
                                                               ----------        ----------

Total interest income                                           1,843,351         1,669,861

Interest expense

  Deposits                                                        456,505           462,249
  Other borrowed funds                                            166,970            71,698
                                                                ---------        ----------
Total interest expense                                            623,475           533,947


Net interest income                                             1,219,876         1,135,914
Provision (credit) for loan losses                                 75,000          (874,572)
                                                              -----------        ----------

Net interest income after provision (credit) for                1,144,876         2,010,486
loan losses

Noninterest income

  Service charges on deposit accounts                             165,246           200,404
  Net realized gains on sales of residential real                  18,790            64,628
  estate loans

  Other noninterest income                                         98,316            61,377
                                                               ----------        ----------
Total noninterest income                                          282,352           326,409


Noninterest expenses
  Salaries and employee benefits                                  588,779           668,755
  Occupancy                                                       160,466           164,274

  Professional services                                            67,500           113,000
  Insurance expense                                                 6,691            17,995
  Other noninterest expenses                                      363,368           495,970
                                                              -----------       -----------

Total noninterest expenses                                      1,186,804         1,459,994
                                                               ----------        ----------
Income before federal income taxes                                240,424           876,901
Federal income taxes                                                    -                 -
                                                            -------------      ------------

Net income                                                        240,424           876,901
Preferred stock dividends                                           8,550             8,550
                                                             ------------     -------------
Income attributable to common stock                          $    231,874      $    868,351
                                                             ============      ============

Basic earnings per share                                     $       0.69      $       2.58
                                                             ============      ============
Diluted eanings per share                                    $       0.69      $       2.58
                                                             ============      ============
</TABLE>





                                       4
<PAGE>   5





                 FIRST INDEPENDENCE CORPORATION AND SUBSIDIARY
                       STATEMENT OF COMPREHENSIVE INCOME
                 QUARTER AND YTD ENDED MARCH 31, 1998 AND 1997


<TABLE>
<CAPTION>
                                                                                 1998                   1997
                                                                                 ----                   ----

<S>                                                                        <C>                   <C>
Net Income                                                                 $   240,424           $   876,901    
Other comprehensive income, net of  tax
  Change in unrealized gains and losses on securities                          (74,867)              (63,624)
                                                                             ----------            ----------
Comprehensive income                                                       $   165,557           $   813,277 
                                                                              =========            ==========
</TABLE>





                                       5
<PAGE>   6





                FIRST INDEPENDENCE CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997
<TABLE>
<CAPTION>
                                                                       1998                  1997
                                                                       ----                  ----
CASH FLOWS FROM OPERATING  ACTIVITIES:
<S>                                                             <C>                   <C>
Net income                                                      $      240,424         $     876,901
Reconciling items:
  Provision  (credit) for loan losses                                   75,000              (874,572)

  Depreciation                                                         122,505               117,126
  Net amortization of premium and discounts                             18,453                18,727
  Loss/writedown of other assets                                             -                 5,417

  Loans originated for sale                                           (403,908)             (697,854)
  Proceeds from loans originated for sale                              271,100               938,232
  Net gains on sale of residential real estate loans                   (18,790)              (64,628)

  Changes in assets and liabilities:
    Interest receivable and other assets                               (92,306)              119,130
    Accrued expenses and other liabilities                            (106,759)               57,168
                                                                  -------------         ------------

Net cash from operating activities                                     105,719               495,647

CASH FLOWS FROM INVESTING ACTIVITIES:

Securities available for sale:
  Purchases                                                        (14,094,375)                    -

  Sales proceeds                                                             -                     -
  Principal payments                                                 7,063,923             1,007,707
Securities held to maturity

  Purchases                                                                  -            (2,471,213)
  Maturities                                                         2,910,000             1,500,000
Net change in loans                                                   (652,713)            4,067,423

Premises and equipment expenditures, net                               (62,856)              (56,313)
                                                                  -------------          ----------- 
Net cash from investing activities                                  (4,836,021)            4,047,604


CASH FLOWS FROM FINANCING ACTIVITIES:
Net change in deposits                                              11,182,149            (6,659,288)
Net change in short term borrowings                                   (305,110)             (867,806)
                                                                   ------------          ------------

Net cash from financing activities                                  10,877,039            (7,527,094)
                                                                    ----------            -----------

Net change in cash and ca6sh equivalents                             6,146,737            (2,983,843)


Cash and cash equivalents at beginning of year                      13,692,380            14,321,988
                                                                    ----------            ----------


Cash and cash equivalents at end of year                         $  19,839,117        $   11,338,145
                                                                    ===========           ==========


Supplemental disclosure of cash flow information:
Cash paid for interest                                                 604,725               481,285
Loans transferred to other real estate                                 149,628                     -
</TABLE>





                                       6
<PAGE>   7





                 FIRST INDEPENDENCE CORPORATION AND SUBSIDIARY
                         NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 1998


1.   The consolidated balance sheet as of March 31, 1998, the related
consolidated statements of income for the three months and YTD  ended March 31,
1998 and 1997, and the statement of cash flows for the three  month period
ended March 31, 1998 and 1997 are unaudited.

2.   In the opinion of management, all normal recurring adjustments necessary
for a fair presentation of such financial statements have been included.
Interim results are not necessarily indicative of results for a full year.

3.   The consolidated statements include the accounts of First Independence 
Corporation (the "Corporation") and its wholly owned subsidiary, First
Independence National Bank of Detroit (the "Bank").  All significant
intercompany balances and transactions have been eliminated in consolidation.

4.   Securities are classified as held to maturity and carried at amortized 
cost when management has the positive intent and ability to hold them   to
maturity.  Securities are classified as available for sale when they might be
sold before maturity.  Securities available for sale are carried at fair value,
with unrealized holding gains and losses reported separately in shareholders'
equity.  Securities are written down to fair value with a charge to net income
when a decline in fair value is not considered temporary.

     Gains and losses on sales of securities are determined using amortized
cost of the specific security sold.  Interest income includes amortization of
purchased premiums and discounts.

5.   Loans are reported at the principal balance outstanding, net of deferred
loan fees and costs, and the allowance for loan losses.  Interest income is
reported on the interest method and includes amortization of net deferred loan
fees and costs over the loan term.  Interest income is not reported when full
loan repayment is in doubt, typically when payments are past due 90 days (180
days for residential mortgages).  Payments received on such loans are reported
as principal reductions.

6.   The allowance for possible losses on loans is maintained at a level
believed adequate by management to absorb potential losses from specific assets
identified as having greater than a normal risk of loss as well as losses from
the remainder of the portfolio.  Management's determination of the level of the
allowance is based upon an evaluation of the portfolio, past experience,
current economic conditions, size and composition of the portfolio, collateral
location and values, cash flow positions, industry concentrations,
delinquencies and other relevant factors.

     Loan impairment is reported when full payment under the loan terms is not
expected.  Impairment is evaluated in total for smaller-balance loans of
similar nature such as residential mortgage, consumer, and credit card  loans,
and on individual loan basis for other loans.  If a loan is impaired, a portion
of the allowance is allocated so that the loan is reported, net, at the present
value of estimated cash flows using the loan's existing rate or at the fair
value of the collateral if the loan is collateral dependent.  When credit
analysis of a borrower's operating results and financial condition indicates
that the underlying cash flows of the borrower's business are





                                       7
<PAGE>   8




not adequate to meet its debt service requirements, including the Bank's loans
to the borrower, the loan is evaluated for impairment.  Often this is
associated when payments are delayed, typically 90 days or more, or when the
internal grading system indicates a substandard or doubtful classification.
Nonaccrual loans are often also considered impaired.

The following table details information concerning nonperforming, non-accrual,
and other impaired loans as of March 31, 1998.

(in thousands)
<TABLE>
<S>                                                       <C>
Non-accrual loans                                           827
Impaired loans                                            1,159
Loans past due 90 days or more                              465
                                                         ------
Total                                                     2,451
                                                         ======
</TABLE>


Interest that would have been accrued on the non-accrual loans at March 31,
1998, had they been on accrual status would have been approximately $27,500.

7.   Premises and equipment are reported net of accumulated depreciation.
Depreciation expense is calculated on the straight-line method over the assets'
useful lives.  These assets are reviewed for impairment under Financial
Accounting Standard No. 121 when events indicate the carrying value amount may
not be recoverable.

8.   Other real estate acquired in settlement of loans is initially reported at
estimated fair value at acquisition.  After acquisition, a valuation allowance
reduces the reported amount to the lower of the initial amount or fair value
less costs to sell.  Expenses, gains and losses on disposition, and changes in
the valuation allowance are reported in net loss on other real estate.

9.   Income tax expense is the sum of the current year income tax due or
refundable and the change in deferred tax assets and liabilities.  Deferred tax
assets and liabilities are the expected future tax consequences of temporary
differences between the carrying amounts and tax bases of assets and
liabilities, computed using enacted tax rates.  A valuation allowance, if
needed, reduces tax assets to the amount expected to be realized.  No federal
income taxes were paid in 1997 or the first quarter of 1998.

10.  Basic earnings per share is based on weighted-average common shares
outstanding.  Diluted earnings per share further assumes issue of any dilutive
potential common shares.  The accounting standard for computing earnings per
share was revised for 1997, and all earnings per share previously reported are
restated to follow the new standard.

11.  The Financial Accounting Standards Board issued SFAS No, 130, Reporting
Comprehensive Income, which is effective for both interim and year-end
financial statements for fiscal years beginning after December 15, 1997.  SFAS
No. 130 establishes  standards  for  reporting  and display  of  comprehensive
income  and  its components (revenues, expenses, and losses) in a full set of
general-purpose financial statements.  





                                       8
<PAGE>   9

Comprehensive income is defined as all changes in equity other than those
resulting from investments by owners or distributions by owners.  Net income is,
therefore, a component of comprehensive income.  The most common items of other
comprehensive income are unrealized gains or losses on securities available for
sale.  Interim financial statements need only disclose total comprehensive
income for each reported period.  No disclosure is required if the Company has
no items of other comprehensive income in any reported period included in the
financial statements.














                                       9
<PAGE>   10





ITEM 2.       MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
              CONDITION AND RESULTS OF OPERATIONS.

SUMMARY OF OPERATIONS

Net income for the first quarter of 1998  was $240,424, or $0.69 per share,
compared to  net income of $876,901 or $2.58 per share for first quarter 1997.
The decrease in net income for first quarter 1998, as compared to 1997,
resulted from a lower loan loss provision for the first quarter of 1997 as
compared to first quarter 1998.  The loan loss provision for the first quarter
in 1997 was a credit of $874,572 as compared to a charge of $75,000, in 1998.
The credit to loan loss provision in 1997 resulted from the February 21, 1997,
insurance settlement of $1,444,721 from its fidelity insurance underwriters in
settlement of the Bank's claims related to the fictitious "loans" made in late
1995 and January 1996.  As a result, the Bank recorded a recovery of $1,137,000
to the allowance for loan losses for amounts previously charged off related to
the fictitious "loans".  Subsequently, the allowance was reduced through a
negative provision in the first quarter of 1997 to a level considered adequate,
consistent with management's evaluation of the allowance.

Net Interest Income

Net interest income in the first quarter of 1998 was $1,219,876, an increase of
$83,962 from first quarter 1997  net interest income of $1,135,914.  The
increase was attributable to average earning assets increasing more than
average interest bearing liabilities by $3,882,000.  This increase was offset
by a reduction in net interest margin, in 1998 from 1997, of 30 basis points.
Net interest margin decreased 30 basis points due to lower yielding earning
assets and higher rates on deposits.

Provision for Possible Credit Losses

The provision for possible credit losses in the first quarter in 1998 was
$75,000, an increase of  $949,572 from the first quarter 1997 credit to
provision for possible credit losses of $874,572.  The increase resulted from
the February 21, 1997, insurance settlement of $1,444,721 described above.  A
detailed analysis of the related allowance for possible credit losses,
charge-offs, recoveries, and ratios is presented on page 13.

Noninterest Income

Noninterest income for the first quarter of 1998 amounted to $282,352, a
decrease of $44,057, or 13.50 percent, from first quarter 1997 noninterest
income of $326,409.  The decrease was primarily due to a decrease in gains on
sales of residential real estate loans of $46,000, and a decrease in service
charges on deposit accounts of $35,000.  This decrease was partially offset by
an increase in other noninterest income of $37,000.  The increase in other
noninterest income  was due to ATM surcharge fees.

Noninterest  Expenses

Noninterest expenses for the first quarter of 1998 amounted to $1,186,804, a
decrease of $273,190, or 18.71





                                       10
<PAGE>   11





percent, from first quarter 1997 noninterest expense of $1,459,994.  The
decrease was primarily the result of a decrease in salary and wages of $80,000,
professional fee expense of $45,500, FDIC assessment of $28,000, write-down of
other assets $16,000, single business tax of $39,000, and insurance expense of
$11,000.

BALANCE SHEET ANALYSIS

LIQUIDITY

Deposits at March 31, 1998 totaled $92,281,902 while federal funds sold were
$16,941,000 (18.36% of total deposits).  Total securities available-for-sale at
March 31, 1998 were $31,840,757 (34.50% of total deposits).  In addition, $5.7
million (6.19% of total deposits) of the Bank's $45.9 million of securities
will mature within one year.  Thus, the bank has a liquidity position such that
management believes it is capable of funding loan demand or deposit
withdrawals.

INVESTMENTS

The Bank had $45,947,157 of investment securities at March 31, 1998, compared
to $41,920,025 of such securities at December 31, 1997.    The following is a
summary of contractual maturities and weighted average yields for the
investment portfolio at March 31, 1998.  Yields are not calculated on a tax
equivalent basis.

<TABLE>
<CAPTION>
                                       Within           After One But         After Five But        After Ten
                                      One  Year       Within Five Years      Within Ten Years         Years         Total
                                      ---------       -----------------      ----------------         -----         -----
<S>                                    <C>                       <C>              <C>              <C>             <C>
Available for sale
U.S. Treasury                          $         -               $   4,069        $            -   $          -    $   4,069
U.S. Government Agencies                     1,041                  16,250                10,080              -       27,371
Mortgage-backed                                186                      48                     -              -          234
Other                                            -                       -                     -            167          167
                                           -------                --------             ---------       --------    ---------
Total                                      $ 1,227                $ 20,367             $  10,080      $     167     $ 31,841
                                           =======                ========             =========      =========     ========


Weighted average yield                       6.04%                   6.14%                 6.83%          5.98%        6.16%


Held to maturity
U.S. Treasury                             $  2,990               $   3,998         $           -    $         -     $  6,988
U.S. Government Agencies                     1,495                   5,623                     -              -        7,118
                                           -------                --------          ------------     ----------      -------

Total                                     $  4,485               $   9,621         $           -    $         -      $14,106
                                          ========               =========         =============    ===========      =======

Weighted average yield                       5.73%                   6.14%                     -              -        6.01%
</TABLE>





                                       11
<PAGE>   12





LOANS

The following table sets forth the composition of the Bank's loan portfolio at
March 31, 1998.

<TABLE>

<S>                                                 <C>              <C>
Commercial                                          $11,240          27.20%
Commercial Real Estate                               10,314          24.96
Residential Real Estate                              13,740          33.26
Consumer                                              6,023          14.58
                                                    -------         ------
                                                    $41,317         100.00%
                                                    =======         ======   
</TABLE>

At March 31, 1998, the Bank had $2,451,000 of loans that were nonperforming.
Nonperforming loans include non-accrual loans, loans with principal or interest
past due 90 days or more, and other impaired loans.  Non-accrual loans are
those nonperforming and/or impaired loans on which the Bank does not accrue
interest income.  Loans are placed on non-accrual status when principal or
interest is in default for a period of 90 days or more unless the loan is in
the process of collection and is well secured so that delinquent principal and
interest would be expected to be satisfied from the collateral.  Nonperforming
loans and non-accrual loans are all considered "impaired loans" under SFAS 114,
"Accounting by Creditors for Impairment of a Loan," and SFAS 118, "Accounting
by Creditors for Impairment of a Loan - Income Recognition and Disclosure."  At
March 31, 1998, total nonperforming and impaired loans amounted to 5.93% of
aggregate loans at March 31, 1998, compared to 10.17% at the end of 1997.

The table included on page 13 details information concerning nonperforming,
non-accrual and impaired loans, by loan type, as of March 31, 1998.  The amount
of interest income that would have been accrued on the loans on non-accrual
status at March 31, 1998, had those loans remained current, was approximately
$27,500.

At March 31, 1997, there were no significant loans other than those included in
the above table, for which information was known that caused management to have
serious doubts as to the ability of borrowers to comply with loan repayment
terms.

The allowance for loan losses totaled $1,031,233 at March 31, 1998, compared to
1997 year end balance of $936,090.  The allowance for loan losses represented
2.50% of loans compared with 2.30% at December 31, 1997.  The allowance for
loan losses was 79.80% of the aggregate of non-accrual loans and loans
delinquent 90 days or more at March 31, 1998.  At December 31, 1997, the
allowance was 32.29% of such loans.  The total amount of the allowance for loan
losses is based on management's evaluation of the portfolio, past experience,
economic conditions, composition of the portfolio, collateral location and
values, cash flow positions of the borrowers, delinquencies and other factors
deemed relevant.  The allowance for loan losses, in management's opinion, is
adequate taking all such considerations into account.

Loans charged off in the first quarter of 1998 aggregated $32,734.  The charge
offs were part of the Bank's continuing effort to address problem loans in the
loan portfolio and improve the quality of the loan assets.  The Bank's
collection efforts in the first quarter of 1998 resulted in recoveries of
$52,877 on loans previously charged off.





                                       12
<PAGE>   13




The table below presents management's allocation of the allowance for loan
losses at March 31, 1998.


<TABLE>
<CAPTION>
(in thousands)                            Allowance         Percent*
                                          ---------         --------
<S>                                               <C>             <C>
Commercial/Commercial real estate                   704             52%
Real estate mortgage                                 21             33
Consumer                                             90             15
Unallocated                                         216              -
                                                -------         ------

                                                  1,031            100%
                                                 ======         ======   
</TABLE>


*Represents percent of loans in each category as a percent of total loans

The following table summarizes activity in allowance for loan losses during the
first quarter of 1998.


<TABLE>
<S>                                                                               <C>
Average loans outstanding during the period                                   
                                                                                   $40,591,970
                                                                                    ==========
                                                                              
Allowance for loan losses:                                                    
  Beginning balance                                                           
                                                                                       936,090
  Provision for credit losses                                                 
                                                                                        75,000
  Charge-Offs                                                                 
                                                                                       (32,734)
  Recoveries                                                                  
                                                                                        52,877 
                                                                                   ----------- 
  Balance at end-of-period                                                    
                                                                                     1,031,233 
                                                                                     =========
                                                                              
Charge-Offs by category                                                       
  Commercial                                                                  
                                                                                        (2,321)
  Consumer                                                                    
                                                                                       (28,064)
  Real-Estate mortgages                                                       
                                                                                        (2,349)
                                                                                    ----------
Total charge-offs                                                             
                                                                                       (32,734)
                                                                              
Recoveries by category                                                        
  Commercial                                                                  
                                                                                         2,152
  Consumer                                                                    
                                                                                        48,054
  Real-Estate mortgages                                                       
                                                                                         2,671
                                                                                    -----------
Total recoveries                                                                        52,877 
                                                                                     ==========
Net loans charged off                                                         
                                                                                        20,143
                                                                              
Provision for loan losses as a percent of  average loans                      
                                                                                           .18%
Net loans charged off as a percent of average loans                           
                                                                                          (.05)%
Total loans charged off as a percent of average loans                         
                                                                                           .08%
</TABLE>                                                                      





                                       13
<PAGE>   14





DEPOSITS

The following is a summary of the average balances and average rates paid on
deposits for the quarter ending March 31, 1998.

<TABLE>
<CAPTION>
                                                Average Balance      Average Rate
                                                ---------------      ------------
<S>                                                        <C>                  <C>
(in thousands)
Non-interest bearing demand deposits                       32,669
Interest bearing demand deposits                            9,876               2.09

Savings deposits                                           14,663               2.29
Time deposits
  $100,000 or more *                                       15,403               3.74

  Other time deposits                                      14,710               4.81
                                                           ------                   

Total                                                      87,321
                                                           ======
</TABLE>

* Includes approximately $4.6 million of non-interest bearing time deposits
from the U.S. Treasury.

CAPITAL RESOURCES

The following table presents the components of Tier 1 Capital and Total
Capital.  Both Tier 1 and Total Capital exceed regulatory minimum requirements
of 4.0 percent and 8.0 percent, respectively.  The Tier 1 Leverage Ratio, also
presented below, exceeds the regulatory minimum of 3.0 percent.

<TABLE>
<CAPTION>
                                                       March 31, 1998       December 31, 1997
                                                       --------------       -----------------
<S>                                                          <C>                    <C>
Capital Components:
  Tier 1 Capital:
    Common Shareholders' Equity                              $ 6,060,197            $ 5,881,141
    Adjustments                                                   19,985                (54,882)
                                                             -----------             -----------
  Total Tier 1 Capital                                       $ 6,080,182            $ 5,826,259 
                                                               =========              ==========


  Total Capital:

   Common Shareholders' Equity                               $ 6,060,197            $ 5,881,141
    Adjustments                                                   19,985                (54,882)
    Qualifying Allowance  for Possible Credit Losses           1,031,738                936,090 
                                                               ---------              ----------


  Total Capital                                              $ 7,111,920            $ 6,762,349
                                                               =========              =========

Ratios (end of period):

  Risk-Based Capital Ratios:
    Tier 1 Capital Ratio                                          12.21%                  11.95%
    Total Capital Ratio                                           13.47%                  13.20%
  Tier 1 Leverage Ratio                                            5.75%                   6.08%
</TABLE>





                                       14
<PAGE>   15

PART II. OTHER INFORMATION

ITEM 1.  Legal Proceedings.  The judgment   for  wrongful  termination,  entered
         against the  Corporation in October 1994, in the amount of $320,000 was
         reversed in March 1997 by the Michigan Court of Appeals holding that
         there was no liability by the Corporation, the  Bank's subsidiary, or
         any of the individual defendants.  The plaintiff sought leave of the
         Michigan Supreme Court to appeal the reversal by the Michigan Court of
         Appeals.  On March 17, 1998, the Michigan Supreme Court denied the
         appeal holding that the  questions should not be reviewed by the
         Court.

ITEM 2.  Changes in Securities - none.

ITEM 3.  Defaults upon senior securities.
         None

ITEM 4.  Submission of matters to vote of security holders.
         There were no matters submitted to a vote of the security holders 
         during the quarter ended March 31, 1998.

ITEM 5.  Exhibits and reports on Form 8-K.
         Exhibits:
         (a)Exhibit 27-Financial Data Schedule
         Reports on Form 8-K: None





                                       15
<PAGE>   16





                 FIRST INDEPENDENCE CORPORATION AND SUBSIDIARY

                                   SIGNATURES

Pursuant to the requirement of the Securities and Exchange Act of 1934, the
registrant has  duly caused this to report on Form 10-QSB to be signed on
behalf of the undersigned thereunto duly authorized.


                 FIRST INDEPENDENCE CORPORATION AND SUBSIDIARY
                                   Registrant


May 12, 1998         /s/ Don Davis        
                     -------------------------
                     Don Davis
                     Chief Executive Officer



May 12, 1998         /s/  Rose Ann Lacy
                     ------------------------
                     Rose Ann Lacy
                     Chief Financial Officer
                     Chief Accounting Officer





                                       16

<TABLE> <S> <C>

<ARTICLE> 9
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-START>                             JAN-01-1998
<PERIOD-END>                               MAR-31-1998
<CASH>                                       2,898,117
<INT-BEARING-DEPOSITS>                               0
<FED-FUNDS-SOLD>                            16,941,000
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                 31,840,757
<INVESTMENTS-CARRYING>                      14,106,400
<INVESTMENTS-MARKET>                        14,194,789
<LOANS>                                     41,316,805
<ALLOWANCE>                                  1,031,233
<TOTAL-ASSETS>                             110,667,450
<DEPOSITS>                                  92,281,902
<SHORT-TERM>                                11,812,506
<LIABILITIES-OTHER>                            524,677
<LONG-TERM>                                    900,000
                                0
                                  2,749,508
<COMMON>                                       336,760
<OTHER-SE>                                   2,062,097
<TOTAL-LIABILITIES-AND-EQUITY>             110,667,450
<INTEREST-LOAN>                                972,129
<INTEREST-INVEST>                              688,529
<INTEREST-OTHER>                               182,693
<INTEREST-TOTAL>                             1,843,351
<INTEREST-DEPOSIT>                             456,505
<INTEREST-EXPENSE>                             623,475
<INTEREST-INCOME-NET>                        1,219,876
<LOAN-LOSSES>                                   75,000
<SECURITIES-GAINS>                                   0
<EXPENSE-OTHER>                              1,186,804
<INCOME-PRETAX>                                240,424
<INCOME-PRE-EXTRAORDINARY>                     240,424
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   240,424
<EPS-PRIMARY>                                     0.69
<EPS-DILUTED>                                     0.69
<YIELD-ACTUAL>                                       0
<LOANS-NON>                                    827,000
<LOANS-PAST>                                   465,000
<LOANS-TROUBLED>                                     0
<LOANS-PROBLEM>                              1,159,000
<ALLOWANCE-OPEN>                               936,090
<CHARGE-OFFS>                                   32,734
<RECOVERIES>                                    52,877
<ALLOWANCE-CLOSE>                            1,031,233
<ALLOWANCE-DOMESTIC>                           815,315
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                        215,918
        

</TABLE>


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