<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1999
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from > to >
Commission File Number: 0-15777
FIRST INDEPENDENCE CORPORATION
(Exact Name of Small Business Issuer as Specified in its Charter)
Michigan 38-2583843
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
44 Michigan, Detroit, Michigan 48226
(Address of Principal Executive Offices)
(313) 256-8400
(Issuer's Telephone Number, Including Area Code)
Check whether the issuer (1) filed all reports required to be filed by Section
13 of 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the issuer 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 practicable date:
336,760 shares of Common Stock ($1 par value) as of October 30, 1999.
Transitional Small Business Disclosure Format (check one): Yes ; No X .
---- ----
<PAGE> 2
FIRST INDEPENDENCE CORPORATION
INDEX
<TABLE>
<CAPTION>
PART 1. Financial Information Page No.
--------------------- --------
<S> <C> <C>
Item 1. Financial Statements
Condensed Consolidated Balance Sheet -
September 30, 1999 (Unaudited)................................................... 1
Condensed Consolidated Statements of Income - Three and
Nine Months Ended September 30, 1999 (Unaudited) and
September 30, 1998 (Unaudited)................................................... 2
Consolidated Statements of Comprehensive Income - Three
and Nine Months Ended September 30, 1999 (Unaudited) and
September 30, 1998 (Unaudited)................................................... 3
Condensed Consolidated Statements of Cash Flows -
Nine Months Ended September 30, 1999 (Unaudited) and
September 30, 1998 (Unaudited)................................................... 4
Notes to Condensed Consolidated Financial Statements (Unaudited)................... 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.............................................. 6-11
PART II. Other Information
Item 1. Legal Proceedings.................................................................. 12
Item 2. Changes in Securities and Use of Proceeds.......................................... 12
Item 3. Defaults upon Senior Securities.................................................... 12
Item 4. Submission of Matters to a Vote of Security Holders................................ 12
Item 5. Other Information.................................................................. 12
Item 6. Exhibits and Reports on Form 8-K................................................... 12
Signatures ................................................................................... 13
</TABLE>
<PAGE> 3
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
FIRST INDEPENDENCE CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
September 30,
1999
----
(Unaudited)
<S> <C>
ASSETS
Cash and due from banks $ 7,600,083
Federal funds sold 11,250,000
----------------
Total cash and cash equivalents 18,850,083
Securities available for sale 49,012,310
Securities held to maturity (fair value of $3,526,950) 3,513,496
----------------
52,525,806
Total loans 44,392,360
Allowance for loan losses (1,021,263)
----------------
43,371,097
Premises and equipment - net 3,773,770
Accrued interest receivable and other assets 3,069,058
----------------
Total assets $ 121,589,814
================
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Deposits
Noninterest-bearing $ 35,741,729
Interest-bearing 51,289,370
----------------
87,031,099
Short-term borrowings 27,628,266
Accrued expenses and other liabilities 699,216
Long-term debt 900,000
----------------
Total liabilities 116,258,581
Shareholders' equity
Preferred stock 2,482,086
Common stock, $1 par value: 1,000,000 shares authorized;
336,760 shares issued and outstanding 336,760
Capital surplus 2,369,782
Retained earnings 1,017,158
Unrealized gain on securities available for sale (874,553)
----------------
Total shareholders' equity 5,331,233
----------------
Total liabilities and shareholders' equity $ 121,589,814
================
</TABLE>
See accompanying notes to condensed consolidated financial statements.
1.
<PAGE> 4
FIRST INDEPENDENCE CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
1999 1998 1999 1998
---- ---- ---- ----
<S> ` <C> <C> <C> <C>
Interest income
Loans, including fees $ 976,558 $ 1,018,784 $ 2,895,685 $ 2,985,482
Federal funds sold 167,530 144,234 630,521 477,746
Securities 819,531 687,526 2,459,623 2,086,038
----------- ----------- ----------- -----------
1,963,619 1,850,544 5,985,829 5,549,266
Interest expense
Deposits 415,639 470,507 1,256,166 1,416,661
Other borrowed funds 288,693 155,579 807,746 483,247
----------- ----------- ----------- -----------
704,332 626,086 2,063,912 1,899,908
----------- ----------- ----------- -----------
NET INTEREST INCOME 1,259,287 1,224,458 3,921,917 3,649,358
Provision (credit) for loan losses (30,000) 75,000 60,000 225,000
----------- ----------- ----------- -----------
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 1,289,287 1,149,458 3,861,917 3,424,358
Noninterest income
Service charges on deposit accounts 178,422 175,366 531,583 521,841
Net gain (loss) on sales of residential real estate loans (2,484) 2,086 (2,484) 24,494
Other noninterest income 183,639 83,360 349,023 236,855
----------- ----------- ----------- -----------
359,577 260,812 878,122 783,190
Noninterest expense
Salaries and employee benefits 641,902 570,459 1,979,197 1,745,411
Occupancy 412,653 290,274 1,035,148 907,735
Professional services 93,000 77,500 223,000 192,500
Other noninterest expense 235,423 242,206 768,305 686,944
----------- ----------- ----------- -----------
1,382,978 1,180,439 4,005,650 3,532,590
----------- ----------- ----------- -----------
INCOME (LOSS) BEFORE FEDERAL INCOME TAX 265,886 229,831 734,389 674,958
Federal income tax expense 2,807 0 2,807 0
----------- ----------- ----------- -----------
NET INCOME (LOSS) 263,079 229,831 731,582 674,958
Preferred stock dividend requirement 8,550 8,550 17,100 25,650
----------- ----------- ----------- -----------
INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCK $ 254,529 $ 221,281 $ 714,482 $ 649,308
=========== =========== =========== ===========
Basic and diluted earnings (loss) per common share $ 0.76 $ .66 $ 2.12 $ 1.93
=========== =========== =========== ===========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
2
<PAGE> 5
FIRST INDEPENDENCE CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
<TABLE>
<CAPTION>
Three months ended Nine months ended
September 30, September 30,
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net income $ 263,079 $ 229,831 $ 731,582 $ 674,958
Other comprehensive income, net of tax:
Change in unrealized gains (losses)
on securities (133,697) 444,417 (944,751) 415,387
------------ ----------- -------------- ------------
Comprehensive income (loss) $ 129,382 $ 674,248 $ (213,169) $ 1,090,345
============ =========== ============== ============
</TABLE>
See accompanying notes to condensed consolidated financial statements.
3.
<PAGE> 6
FIRST INDEPENDENCE CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
1999 1998
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 731,582 $ 674,958
Adjustments to reconcile net income
to net cash from operating activities:
Depreciation 441,107 365,096
Amortization of premiums and accretion of
discounts on securities, net 70,872 59,983
Provision for loan losses 60,000 225,000
Net change in:
Accrued interest receivable and other assets (1,361,427) (40,627)
Accrued expenses and other liabilities 200,088 (231,792)
------------ ------------
Net cash from operating activities 142,222 1,052,618
CASH FLOWS FROM INVESTING ACTIVITIES
Net change in loans (5,048,735) (61,403)
Securities available for sale:
Proceeds from maturities and principal paydowns 8,066,505 16,193,923
Purchases (10,356,403) (23,092,031)
Securities held to maturity:
Proceeds from maturities 1,017,678 6,552,329
Premises and equipment expenditures, net (921,842) (227,767)
------------ ------------
Net cash from investing activities (7,242,797) (634,949)
CASH FLOWS FROM FINANCING ACTIVITIES
Net change in deposits (7,766,579) 1,761,988
Net change in short-term borrowings 5,979,078 (2,949,429)
Retirement of preferred stock (133,711)
Dividends paid (98,491) (34,203)
------------ ------------
Net cash from financing activities (2,019,703) (1,221,644)
------------ ------------
Net change in cash and cash equivalents (9,120,278) (803,975)
Cash and cash equivalents at beginning of period 27,970,361 13,692,380
------------ ------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 18,850,083 $ 12,888,405
============ ============
Supplemental disclosures of cash flow information
Cash paid during the period for
Interest $ 2,106,322 $ 1,400,950
</TABLE>
See accompanying notes to condensed consolidated financial statements.
4.
<PAGE> 7
FIRST INDEPENDENCE CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. BASIS OF PRESENTATION:
The unaudited condensed consolidated financial statements include the
consolidated results of operations of First Independence Corporation ("the
Corporation") and its wholly-owned subsidiary, First Independence National
Bank of Detroit ("the Bank"). These consolidated financial statements have
been prepared in accordance with the Instructions for Form 10-QSB and Item
310(b) of Regulation S-B and do not include all disclosures required by
generally accepted accounting principles for a complete presentation of the
Corporation's financial condition and results of operations. In the opinion
of management, the information reflects all adjustments (consisting only of
normal recurring accruals) which are necessary in order to make the
financial statements not misleading and for a fair presentation of the
results that may be achieved of operations for such periods. The results
for the period ended September 30, 1998 should not be considered as
indicative of results that may be achieved for a full year. For further
information, refer to the consolidated financial statements and footnotes
included in the Corporation's Annual Report on Form 10-KSB for the year
ended December 31, 1998.
2. EARNINGS (LOSS) PER COMMON SHARE:
Basic earnings (loss) per common share is based on net income (loss)
divided by the weighted average number of common shares outstanding during
the period. Diluted earnings (loss) per common share further assumes the
issue of any potentially dilutive common shares. The weighted average
number of common shares used in the calculation of both basic and diluted
earnings (loss) per common share was 336,760 shares for the three and nine
months ended September 30, 1999 and 1998.
3. COMPREHENSIVE INCOME:
Under a new accounting standard, comprehensive income is now reported for
all periods, effective for both interim and year-end financial statements
for fiscal years beginning after December 31, 1997. Comprehensive income
includes both net income and other comprehensive income. Other
comprehensive income includes the change in net unrealized gains and losses
on securities. Interim financial statements need only disclose total
comprehensive income for each reported period.
4. CONTINGENCIES
The Company and Bank are subject to various other claims and legal actions
arising in the ordinary course of business. In the opinion of management,
after consultation with legal counsel, the ultimate disposition of these
matters is not expected to have a material effect on the Company's
consolidated financial condition or results of operations.
5.
<PAGE> 8
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
RESULTS OF OPERATIONS
Net income attributable to common stock for the third quarter of 1999 was
$254,529, or $0.76 per common share, compared to a net income attributable to
common stock of $221,281 or $0.66 per common share for the third quarter of
1998. The increase in net income for the third quarter 1999, as compared to
1998, was primarily the result of a decrease in the loan loss provision.
Net income attributable to common stock for the nine months ended September 30,
1999 was $714,482, or $2.12 per common share, compared to $649,308, or $1.93 per
common share, for the nine months ended September 30, 1998. The increase was
primarily the result of an increase in net interest income and noninterest
income.
Net Interest Income: Net interest income for the third quarter of 1999 was
$1,259,287, an increase of $34,829 from the third quarter of 1998 net interest
income of $1,224,458. Net interest income for the nine months ended September
30, 1999 was $3,921,917, an increase of $272,559 when compared to the nine
months ended September 30, 1998. The increase for both the third quarter and the
first nine months of 1999 as compared to 1998 was attributable to average
earning assets increasing more than average interest-bearing liabilities.
Provision for Loan Losses: The provision (credit) for loan losses in the third
quarter of 1999 was $(30,000), a decrease of $105,000 from the third quarter of
1998. The provision for loan losses for the nine months ended September 30, 1999
was $60,000, compared to $225,000 for the nine months ended September 30, 1998.
The allowance for loan losses as a percentage of total loans outstanding as of
September 30, 1999 was 2.30%. The Bank maintains the allowance for loan losses
at a level management feels is adequate to absorb losses inherent in the loan
portfolio. The evaluation is based upon a continuous review of the Bank's and
banking industry's historical loan loss experience, known and inherent risks
contained in the loan portfolio, composition and growth of the loan portfolio,
current and projected economic conditions and other factors. The decrease in the
need for additional provisions for loan losses is a result of management's
continued efforts on improving the quality of the loan portfolio.
Noninterest Income: Noninterest income for the third quarter of 1999 amounted to
$359,577, an increase of $98,765, or 37.9%, from the third quarter of 1998. The
increase was primarily due to additional surcharge fees on ATM usage.
Noninterest income for the nine months ended September 30, 1999 was $878,122, an
increase of $94,932 when compared to the nine months ended September 30, 1998.
The increase was the result of an increase in service charges on deposits of
$9,742 and an increase in other noninterest income of $112,168, primarily from
additional surcharge fees on ATM usage, partially offset by a decrease in gains
on sales of residential real estate loans of $26,978. The decrease in gains on
sales of residential real estate loans is primarily the result of less emphasis
placed by management on the origination and sale of residential real estate
loans.
(Continued)
6.
<PAGE> 9
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
RESULTS OF OPERATIONS (Continued)
Noninterest Expense: Noninterest expense for the third quarter of 1999 amounted
to $1,382,978, an increase of $202,539, or 17%, from the third quarter of 1998
noninterest expense of $1,180,439. The increase was primarily the result of an
increase in salary and wages of $71,443, professional services expense of
$15,500, and occupancy expense of $122,379.
For the nine months ended September 30, 1999, noninterest expense of $4,005,650
had increased $473,060 as compared to the nine months ended September 30, 1998.
The overall increase was the result the following: salaries and employee
benefits increased $233,786, occupancy expense increased $127,413, and
professional services expense increased $30,500.
FINANCIAL CONDITION
Liquidity: Federal funds sold were $11,250,000, or 13% of total deposits of
$87,031,099 at September 30, 1999. Total securities available-for-sale at
September 30, 1999 were $49,012,310, or 56% of total deposits. Thus, the Bank
has a liquidity position such that management believes it is capable of funding
loan demand or deposit withdrawals.
Securities: The Company had approximately $52,526,000 of securities at September
30, 1999, compared to approximately $52,756,000 of securities at December 31,
1998. The slight decrease was a result of management's decision to maintain the
portfolio at a stable level while investing excess liquidity in loan growth
during the period. Securities continue to consist primarily of U.S. Treasury and
U.S. Government and federal agency securities to ensure credit risk is
minimized.
As of September 30, 1999, the maturity of the security portfolio ranges
primarily from one to seven years, with a weighted average maturity of less than
six years. Management feels the maturity mix is adequate to manage interest rate
risk under the Company's asset and liability policy, and to provide a secondary
source of liquidity. Management recognizes that securities may need to be sold
in the future to help fund loan demand and, accordingly, as of September 30,
1999, 93% of the securities portfolio of $52,525,806 million was classified as
available for sale.
Loans: The following table sets forth the composition of the Bank's loan
portfolio (in thousands) at September 30, 1999:
<TABLE>
<S> <C> <C>
Commercial $ 11,660 26.3%
Commercial real estate 11,477 25.9
Residential real estate 15,966 35.9
Consumer 5,289 11.9
---------- --------
$ 44,392 100.0%
========== ========
</TABLE>
(Continued)
7.
<PAGE> 10
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
FINANCIAL CONDITION (continued)
At September 30, 1999, the Bank had $1,112,000 of loans that were considered
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 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. Impaired loans are those loans
which management does not expect to fully collect all principal and interest
under the original terms of the loan. At September 30, 1999, total nonperforming
and impaired loans amounted to 2.5% of aggregate loans at September 30, 1999,
compared to 3.22% at December 31, 1998.
At September 30, 1999, there were no significant loans other than those
identified above, for which information was known that would cause management to
have serious doubts as to the ability of borrowers to comply with loan repayment
terms.
The allowance for loan losses totaled $1,021,263 at September 30, 1999, compared
to December 31, 1998 of $1,174,888. The allowance for loan losses represented
2.30% of total loans at September 30, 1999 compared with 2.97% at December 31,
1998. The allowance for loan losses was 92% of nonperforming loans at September
30, 1999 as compared to 88% of nonperforming loans at December 31, 1998. 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 third quarter of 1999 aggregated $332,716. The charge
offs are 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 third quarter of 1999 resulted in recoveries of $119,091 on loans
previously charged off.
The table below presents management's allocation of the allowance for loan
losses by loan portfolio at September 30, 1999.
<TABLE>
<CAPTION>
(In thousands) Allowance Percent
--------- -------
<S> <C> <C>
Commercial/commercial real estate $ 261,110 25.57%
Real estate mortgage 24,233 2.37
Consumer 195,377 19.13
Unallocated 540,543 52.93
-------------- ---------
$ 1,021,263 100.00%
============== =========
</TABLE>
(Continued)
8.
<PAGE> 11
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
FINANCIAL CONDITION (continued)
The following table summarizes activity in the allowance for loan losses during
the nine months ended September 30, 1999.
<TABLE>
<S> <C>
Average loans outstanding during the period $ 41,637,348
================
Allowance for loan losses
Beginning balance $ 1,174,888
Provision for loan losses 60,000
Charge-offs (332,716)
Recoveries 119,091
----------------
Balance at end of period $ 1,021,263
================
Provision for loan losses as a percent of average loans 0.14%
Net loans charged off as a percent of average loans 0.51%
Total loans charged off as a percent of average loans 0.80%
</TABLE>
Deposits: The following is a summary of the average balances and average rates
paid on deposits for the nine months ending September 30, 1999.
<TABLE>
<CAPTION>
Average Average
(In thousands) Balance Rate
------- ----
<S> <C> <C>
Noninterest-bearing demand deposits $ 35,858
Interest-bearing demand deposits 9,088 2.07%
Savings deposits 15,186 1.72
Time deposits
$100,000 or more * 14,364 4.12
Other time deposits 14,770 4.30
----------
$ 89,266
==========
</TABLE>
* Includes approximately $2.0 million of noninterest-bearing time deposits
from the U.S. Treasury.
During October of 1999, the Bank opened the Greektown branch, a leased office
location in metropolitan Detroit. Leasehold improvements were less than $125,000
in preparation for opening, and lease expense is not expected to have a
significant impact on the Company's financial condition or results of
operations. As a result of new business developments, including the planned
opening of the Detroit casinos, management anticipates an increase in consumer
and small business traffic, providing an opportunity for growth in its retail
products, primarily in core deposits. It is anticipated that the branch will
provide for up to $5,000,000 in deposits after one year.
(Continued)
9.
<PAGE> 12
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
FINANCIAL CONDITION (continued)
Capital Resources: The following table presents the components of Tier 1 Capital
and Total Capital as of September 30, 1999. Both Tier 1 and Total Capital exceed
regulatory minimum requirements of 4% and 8%, respectively. The Tier 1 Leverage
Ratio, also presented below, exceeds the regulatory minimum of 3%.
<TABLE>
<CAPTION>
September 30, December 31,
1999 1998
---- ----
<S> <C> <C>
Ratios (end of period):
Risk-Based Capital Ratios:
Tier 1 Capital Ratio 12.31% 12.91%
Total Capital Ratio 13.56% 14.18%
Tier 1 Leverage Ratio 5.87% 6.30%
</TABLE>
YEAR 2000 ISSUE
The year 2000 issue confronting the Company and its suppliers, customers, and
competitors, centers on the inability of computer systems and embedded
technology to properly recognize dates near the end of and beyond the year 1999.
The Corporation has formed a Year 2000 Committee (the "Committee") to address
the potential problems associated with the Year 2000 computer issue. The
Committee, consisting of directors, officers and employees of the Corporation,
meets on a regular basis and provides regular reports to the Board of Directors
detailing progress with the Year 2000 issue. The Company's year 2000 plans are
subject to modification and are revised periodically as additional information
is developed.
Readiness: The Company has completed the inventory, assessment and planning
phases for its mission-critical information technology and non-information
technology systems, which pose risks to the Company's ability to process data
for its loans, deposits and general ledger impacting revenues and operating
results. Based on testing that has been completed, management believes that all
mission-critical systems are year 2000 compliant. The Company recognizes that
its ability to be year 2000 compliant is somewhat dependent upon the year 2000
efforts of its vendors. In 1998 and 1999, the Company has requested year 2000
readiness information from its significant vendors. All mission-critical vendors
have represented that they are or will be year 2000 compliant. The Company
routinely monitors its non-mission critical vendors to determine their level of
year 2000 readiness as well. The Company is also following regulatory
requirements that require an assessment of loan customers' year 2000 readiness.
Letters and questionnaires have been utilized to access material loan customers'
readiness based on the size of their loan type. All material customers
represented that they are year 2000 compliant. The Company requires business
customers applying for new loans to disclose the potential impact of the year
2000 problem on their businesses.
(Continued)
10.
<PAGE> 13
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
YEAR 2000 ISSUE (continued)
Worst Case Scenario and Contingency Plans: The Company has determined the most
reasonably likely worst case scenario is the possibility of the lack of power or
communication services for a period of time in excess of one day. If this
scenario were to occur, the Company's operations could be interrupted. The
Company has developed plans and procedures to address this scenario, ranging
from producing complete printed reports from the core banking systems prior to
January 1, 2000, to ensure that a hard copy of the data is available in the
event of a failure, to preparations for failures of voice and data
communications through the use of manual posting and courier services, use of
generators, alternative customer service locations or reduced lobby hours.
Contingency planning, including the type discussed above is an integral part of
the Company's year 2000 readiness plan. The Company's contingency plans attempt
to address alternative courses of action in the event that mission-critical
systems do not function properly with the date change. Development of the
contingency plans was recently completed. The year 2000 contingency plans have
been tested and the effectiveness of contingent procedures was validated by an
independent accounting firm.
Costs: The total costs associated with the Company's year 2000 compliance are
estimated at less than $100,000. These costs principally relate to the
employment of external consultants, and the purchase of software and hardware
upgrades. The Company expects to pay these costs from operating income.
Information technology staff and senior management have devoted significant time
and resources to year 2000 activities. While this has resulted in allocating
resources that would have otherwise been devoted to other information technology
projects, no projects have been delayed or postponed that would have a material
adverse impact on operations.
Regulatory Oversight: The Company's regulators have issued numerous statements
and guidance on year 2000 compliance issues and the responsibilities of senior
management and directors of banks and bank holding companies. In addition, bank
regulators have issued safety and soundness guidelines to be followed by insured
depository institutions, such as the Company, to ensure resolution of any year
2000 problems. Periodic year 2000 reviews are performed by various bank
regulatory agencies. Most of the recent examinations have been performed by the
OCC and it is expected that the OCC will continue its frequent examinations
throughout 1999. The bank regulatory agencies have asserted that year 2000
testing and certification is a key safety and soundness issue in conjunction
with regulatory examinations. Consequently, failure to address appropriately the
year 2000 issue could result in supervisory action, including the reduction of
the Bank's supervisory ratings, the denial of applications for examination, or
the imposition of civil money penalties. The Company has received a satisfactory
rating in its most recent examination from its regulators.
11.
<PAGE> 14
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
There are no matters required to be reported under this item.
Item 2. Changes in Securities
There are no matters required to be reported under this item.
Item 3. Defaults upon Senior Securities
There are no matters required to be reported under this item.
Item 4. Submission of Matters to Vote of Security Holders.
There are no matters required to be reported under this item.
Item 5. Other Information
There are no matters required to be reported under this item.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibit 27-Financial Data Schedule
12.
<PAGE> 15
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
FIRST INDEPENDENCE CORPORATION
Registrant
Date: November 15, 1999 /s/ William Fuller
---------------------------- --------------------------------------
William Fuller, President
Date: November 15, 1999 /s/ Rose Ann Lacy
---------------------------- --------------------------------------
Rose Ann Lacy, Chief Financial Officer
13.
<PAGE> 16
Exhibit Index
-------------
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
27 Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 9
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 7,600,083
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 11,250,000
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<INVESTMENTS-CARRYING> 3,513,496
<INVESTMENTS-MARKET> 3,526,950
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<DEPOSITS> 87,031,099
<SHORT-TERM> 27,628,266
<LIABILITIES-OTHER> 699,216
<LONG-TERM> 900,000
0
2,482,086
<COMMON> 336,760
<OTHER-SE> 2,512,387
<TOTAL-LIABILITIES-AND-EQUITY> 121,589,814
<INTEREST-LOAN> 2,895,814
<INTEREST-INVEST> 2,459,623
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<INTEREST-DEPOSIT> 1,256,166
<INTEREST-EXPENSE> 2,063,912
<INTEREST-INCOME-NET> 3,921,917
<LOAN-LOSSES> 60,000
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 4,005,650
<INCOME-PRETAX> 734,389
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<EXTRAORDINARY> 0
<CHANGES> 0
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<EPS-BASIC> 2.12
<EPS-DILUTED> 2.12
<YIELD-ACTUAL> 0
<LOANS-NON> 1,112,000
<LOANS-PAST> 838,603
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<RECOVERIES> 119,091
<ALLOWANCE-CLOSE> 1,021,263
<ALLOWANCE-DOMESTIC> 1,021,263
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 540,646
</TABLE>
