10QSB 1 march10qsb.htm

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549


FORM 10-QSB

[X]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
          SECURITIES EXCHANGE ACT OF 1934

          For the quarterly period ended March 31, 2001

OR

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
          SECURITIES EXCHANGE ACT OF 1934

          For the transition period from __________ to __________


Commission File Number 0-22184


FIRST INDEPENDENCE CORPORATION
(Exact name of small business issuer as specified in its charter)

Delaware
36-3899950
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)

Myrtle & Sixth Streets, Independence, Kansas 67301
(Address of principal executive offices)

(316) 331-1660
(Issuer's telephone number)

       Indicate by check mark whether the registrant (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 [X] No [ ]

       Transitional Small Business Disclosure Format (check one):

                                                                       Yes [ ] No [X]

       State the number of Shares outstanding of each of the issuer's classes of common equity, as of the latest date:

       As of May 9, 2001, there were 989,439 shares of the Registrant's common stock outstanding.




FIRST INDEPENDENCE CORPORATION


INDEX


PART I. FINANCIAL INFORMATION PAGE NO.
Item 1. Consolidated Condensed Financial Statements

Consolidated Condensed Balance Sheets as of
March 31, 2001 and September 30, 2000
3

Consolidated Condensed Statements of Earnings
for the Three and Six Months Ended March 31,
2001 and 2000
4

Consolidated Condensed Statements of Comprehensive
Income for the Three and Six Months Ended
March 31, 2001 and 2000
5

Consolidated Condensed Statement of Stockholders'
Equity for the Year Ended September 30, 2000 and
Six Months Ended March 31, 2001
6

Consolidated Condensed Statements of Cash
Flows for the Six Months Ended March 31,
2001 and 2000
7

Notes to Consolidated Condensed Financial
Statements
8

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

PART II. OTHER INFORMATION 17

Signature Page 18

2


PART I: FINANCIAL INFORMATION
FIRST INDEPENDENCE CORPORATION
CONSOLIDATED CONDENSED BALANCE SHEETS

March 31,
2001
September 30,
2000
ASSETS
Cash and due from banks $    360,676  $    449,960 
Federal funds sold 200,000  700,000 
Other interest-earning deposits 1,478,876 
771,082 
  Cash and cash equivalents 2,039,552  1,921,042 
Investment securities held to maturity (fair value:
  March 31, 2001 - $4,325,250;
  September 30, 2000 - $6,416,450)
4,296,672  6,496,147 
Investment securities available for sale 1,015,492  1,992,200 
Mortgage-backed securities held to maturity (fair value:
  March 31, 2001 - $8,211,546;
  September 30, 2000 - $8,671,665)
8,185,038  8,746,988 
Loans receivable 130,614,536  125,118,716 
Premises and equipment 1,489,405  1,449,403 
Federal Home Loan Bank Stock, at cost 2,265,000  1,955,000 
Accrued interest receivable 941,074  959,973 
Real estate acquired through foreclosure 277,465  423,360 
Other  76,541 
67,537 
  Total assets $ 151,200,775 
$ 149,130,366 

LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
  Deposits $ 96,526,715  $ 94,127,537 
Advances from borrowers for taxes and insurance 936,973  887,080 
  Advances from Federal Home Loan Bank 38,800,000  39,100,000 
  Income taxes payable 3,955  40,640 
  Accrued expenses and other 1,165,294 
1,210,764 
         Total liabilities 137,432,937  135,366,021 
Stockholders' equity
Preferred stock, $.01 par value, 500,000
    shares authorized, none issued
---  --- 
  Common stock, $.01 par value, 2,500,000 shares authorized,
    1,649,288 shares issued
16,493  16,493 
  Additional paid-in capital 8,173,176  8,190,682 
  Retained earnings - substantially restricted 12,344,540  11,863,034 
  Accumulated other comprehensive income (loss), net of
    related taxes
8,910  (4,692)
  Treasury stock at cost, 655,549 shares at March 31, 2001
    and 630,927 shares at September 30, 2000
(6,678,804) (6,194,540)
  Required contributions for shares acquired by ESOP (96,477)
(106,632)
       Total stockholders' equity 13,767,838 
13,764,345 
       Total liabilities and stockholders' equity $151,200,775 
$149,130,366 

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


3


PART I: FINANCIAL INFORMATION
FIRST INDEPENDENCE CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS

Three Months Ended
March 31,
Six Months Ended
March 31,
2001
2000
2001
2000
Interest income
  Loans $2,662,269  $2,397,169 $5,313,337  $4,715,793
  Mortgage-backed securities 144,660  166,033 298,572  328,437
  Investment securities 97,860  142,819 235,087  286,799
  Interest-bearing deposits and other 64,927 
46,948
125,897 
89,829
    Total interest income 2,969,716  2,752,969 5,972,893  5,420,858
Interest expense
  Deposits 1,154,852  1,118,265 2,334,428  2,244,906
  Borrowed funds 594,501 
476,226
1,215,542 
901,284
    Total interest expense 1,749,353 
1,594,491
3,549,970 
3,146,190
Net interest income 1,220,363  1,158,478 2,422,923  2,274,668
Provision for loan losses 45,000 
21,000
90,000 
42,000
Net interest income after provision
  for loan losses
1,175,363  1,137,478 2,332,923  2,232,668
Noninterest income
  Service charges 66,411  50,998 135,691  109,992
  Other 55,657 
66,221
99,730 
125,931
    Total noninterest income 122,068  17,219 235,421  235,923
Noninterest expense
  Employee compensation and benefits 415,329  401,122 837,401  807,680
  Occupancy and equipment 91,707  78,421 180,211  162,422
  Foreclosed assets, net (1,057) 30,222 (14,889) 39,856
  Data processing fees 68,535  67,080 121,478  129,886
  Other operating 204,796 
154,382
379,865 
308,743
    Total noninterest expenses 779,310 
731,227
1,504,066 
1,448,587
Earnings before income taxes 518,121  523,470 1,064,278  1,020,004
Income tax expense 172,699 
187,580
366,726 
373,495
Net earnings $   345,422 
$   335,890
$   697,552 
$   646,509
Earnings per common share
  Basic $           .34 
$           .33
$           .69 
$           .63
  Diluted $           .33 
$           .32
$           .67 
$           .61
Dividends per share $       .1125 
$            10
$       .2125 
$       .1875
Weighted average shares outstanding
  Basic 1,005,304 
1,010,241
1,007,739 
1,024,317
  Diluted 1,045,709 
1,042,051
1,048,145 
1,056,128

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


4


PART I: FINANCIAL INFORMATION
FIRST INDEPENDENCE CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME


Three Months Ended
March 31,
Six Months Ended
March 31,
2001
2000
2001
2000
Net earnings $ 345,422 $ 335,890  $ 697,552 $ 646,509 
Other comprehensive income
  Unrealized gains (losses) on securities
    available for sale arising during the
    period, net of income tax
6,322
(2,925)
13,602
(12,415)
Comprehensive income $ 351,744
$ 332,965 
$ 711,154
$ 634,094 

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


5


FIRST INDEPENDENCE CORPORATION
CONSOLIDATED CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY
For the Year Ended September 30, 2000
and Six Months Ended March 31, 2001


Common
Stock
Additional
Paid-in
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)
Treasury
Stock
Required
Contribu-
tions for
Shares
Acquired
by ESOP
Total
Equity
Balance at October 1, 1999 $16,493 $8,132,391  $10,876,339  $2,316  $(5,721,251) $(199,680) $13,106,608 
Net earnings --- ---  1,376,363  ---  ---  ---  1,376,363 
Cash dividends of $.3875 per share --- ---  (389,668) ---  ---  ---  (389,668)
Common stock options exercised --- (9,653) ---  ---  58,581  ---  48,928 
Depreciation of securities available for
  ale, net of income tax
--- ---  ---  (7,008) ---  ---  (7,008)
ESOP loan repayments --- ---  ---  ---  ---  93,048  93,048 
Fair value adjustment on ESOP
  shares committed for release
--- 67,944  ---  ---  ---  ---  67,944 
Purchase of 53,187 shares of
  treasury stock
--- ---  ---  ---  (531,870) ---  (531,870)
Balance at September 30, 2000 16,493 8,190,682  11,863,034  (4,692) (6,194,540) (106,632) 13,764,345 
Net earnings --- ---  697,552  ---  ---  ---  697,552 
Cash dividends of $.2125 per share --- ---  (216,046) ---  ---  ---  (216,046)
Common stock options exercised --- (19,445) ---  ---  89,036  ---  69,591 
Appreciation of securities available
  for sale, net of income tax
--- ---  ---  13,602  ---  ---  13,602 
ESOP loan repayments --- ---  ---  ---  ---  10,155  10,155 
Fair value adjustment on ESOP
  shares committed for release
--- 1,939  ---  ---  ---  ---  1,939 
Purchase of 44,100 shares of
  treasury stock
---
--- 
--- 
--- 
(573,300)
--- 
(573,300)
Balance at March 31, 2001 $16,493
$8,173,176 
$12,344,540 
$ 8,910 
$(6,678,804)
$ (96,477)
$13,767,838 

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


6


PART I: FINANCIAL INFORMATION
FIRST INDEPENDENCE CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

Six Months Ended March 31,
2001
2000
Cash flows from operating activities
  Net earnings $   697,552  $   646,509 
  Adjustments to reconcile net earnings to net cash
     provided by operating activities
       Provision for loan losses 90,000  42,000 
       Depreciation 70,396  61,575 
       Amortization of premiums and discounts on investments
         and mortgage-backed securities
11,730  23,574 
       Amortization of deferred loan origination fees (108,448) (99,941)
       Amortization of expense related to employee
         benefit plans
12,094  82,054 
       Amortization of negative goodwill (47,029) (47,029)
       Gain on sale of real estate acquired
         through foreclosure
(25,613) (18,469)
       Increase (decrease) in cash due to changes in
         Accrued interest receivable 18,899  (36,494)
         Other assets 2,786  34,732 
         Accrued expenses and other liabilities (18,088) (9,329)
         Income taxes payable (36,685)
(22,601)
           Net cash provided by operating activities 667,594  656,581 
Cash flows from investing activities
     Proceeds from maturities and repayment of securities
       Available for sale 1,000,000  --- 
       Held to maturity 5,748,342  1,128,059 
     Purchase of securities
       Held to maturity (3,000,000) --- 
     Net increase in loans (5,496,510) (6,871,304)
     Purchase of Federal Home Loan Bank stock (310,000) (328,400)
     Capital expenditures (134,456) (139,494)
     Proceeds from sale of real estate acquired through
       foreclosure
214,224 
157,035 
          Net cash used in investing activities (1,978,400) (6,054,104)
Cash flows from financing activities
     Net increase (decrease) in deposits 2,399,178  (1,002,076)
     Net increase in advances from borrowers
       for taxes and insurance
49,893  81,137 
     Advances from Federal Home Loan Bank 17,000,000  29,900,000 
     Repayment of Federal Home Loan Bank advances (17,300,000) (22,000,000)
     Cash dividends paid (216,046) (189,795)
     Purchase of treasury stock (573,300) (531,870)
     Stock options exercised 69,591 
34,838 
       Net cash provided by financing activities 1,429,316 
6,292,234 
Net increase in cash and cash equivalents 118,510  894,711 
Cash and cash equivalents at beginning of period 1,921,042 
1,439,995 
Cash and cash equivalents at end of period $2,039,552 
$2,334,706 

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


7


FIRST INDEPENDENCE CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS


(1)       Basis of Presentation

       The accompanying unaudited Consolidated Condensed Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America "U.S. GAAP" for interim financial information and with the instructions to Form 10-QSB and Regulation S-X. Accordingly, they do not include all the information and footnotes required by U.S. GAAP for complete financial statements.

       In the opinion of management, the Consolidated Condensed Financial Statements contain all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the consolidated financial condition of First Independence Corporation as of March 31, 2001, and the results of operations and cash flows for all interim periods presented.

       Operating results for the six months ended March 31, 2001 are not necessarily indicative of the results that may be expected for the fiscal year ending September 30, 2001.

(2)       Earnings Per Share of Common Stock

       Basic earnings per share is computed by dividing net earnings by the weighted average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing net earnings by the weighted average number of common shares and common share equivalents outstanding. Stock options are considered common share equivalents. Common shares outstanding exclude unallocated and uncommitted shares held by the ESOP trust.

(3)       Regulatory Capital Requirements

       Pursuant to the Financial Institution Reform, Recovery, and Enforcement Act of 1989, as implemented by rules promulgated by the Office of Thrift Supervision, savings institutions must meet the following separate minimum capital-to-asset requirements. The following table summarizes, as of March 31, 2001, the capital requirements applicable to First Federal and its actual capital ratios. For purposes of calculating regulatory capital, adjustments required by Statement of Financial Accounting Standards No. 115 are not taken into account. As of March 31, 2001, First Federal exceeded all regulatory capital standards.


8


Actual
For capital
adequacy purposes

To be well
capitalized under
prompt corrective
action provisions
Amount
Ratio
Amount
Ratio
Amount
Ratio
(Dollars in Thousands)
Total risk-based capital $14,014 18.39% $6,095 >8.0% $7,619 >10.0%
Tier 1 risk-based capital 13,263 17.41    3,048 >4.0    4,572 > 6.0   
Tier 1 (core) capital 13,263 8.77    4,537 >3.0    7,562 > 5.0   
Tangible capital 13,263 8.77    2,269 >1.5    --- ---   


(4)       Supplemental Disclosure of Cash Flow Information

Six months ended March 31,
2001
2000
Cash paid for:
  Interest $3,552,036 $3,097,303
  Income taxes 400,578 404,096
Noncash investing and financing activities:
  Transfer from loans to real estate
    acquired through foreclosure
212,942 586,473
Issuance of loans receivable in connection
    with the sale of real estate acquired
    through foreclosure
167,700 105,950

9


PART II

FIRST INDEPENDENCE CORPORATION

Management's Discussion and Analysis of Financial
Condition and Results of Operations


General

       The accompanying Consolidated Financial Statements include the accounts of First Independence Corporation and its wholly-owned subsidiary, First Federal Savings and Loan Association of Independence. All significant inter-company transactions and balances are eliminated in consolidation. Our results of operations are primarily dependent on First Federal's net interest margin, which is the difference between interest income on interest-earning assets and interest expense on interest-bearing liabilities. First Independence's net earnings are also affected by the level of its non-interest expenses, such as employee compensation and benefits, occupancy expenses, and other expenses.

Forward-Looking Statements

       When used in this Form 10-QSB and in future filings by us with the Securities and Exchange Commission, in our press releases or other public or shareholder communications, and in oral statements made with the approval of an authorized executive officer, the words or phrases "will likely result," "are expected to," "will continue," "is anticipated," "estimate," "project" or similar expressions are intended to identify "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks and uncertainties, including changes in economic conditions in our market area, changes in policies by regulatory agencies, fluctuations in interest rates, demand for loans in our market area and competition that could cause actual results to differ materially from historical earnings and those presently anticipated or projected. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. We advise readers that the factors listed above could affect our financial performance and could cause actual results for future periods to differ materially from any opinions or statements expressed with respect to future periods in any current statements.

       We do not undertake -- and specifically disclaim any obligation -- to publicly release the result of any revisions which may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

Financial Condition

       Total assets increased $2.1 million, or 1.39%, from $149.1 million at September 30, 2000 to $151.2 million at March 31, 2001. This increase consisted primarily of increases in net loans receivable of $5.5 million, Federal Home Loan Bank stock of $310,000 and cash and cash


10


equivalents of $119,000. These increases in assets, along with a decrease in advances from the Federal Home Loan Bank of Topeka of $300,000, were funded by increases in savings deposits of $2.4 million, the redeployment of funds received from investment securities maturing of $3.2 million and repayments of mortgage-backed securities of $562,000.

       Loans receivable increased $5.5 million from $125.1 million at September 30, 2000, to $130.6 million at March 31, 2001. The increase was primarily due to a $3.6 million increase in construction loans originated at our loan production office in Lawrence, Kansas. These construction loans generally have terms of nine months or less and interest rates tied to the prime rate plus a margin. Construction loans reduce interest rate risk and improve earnings due to their shorter terms and higher rate when compared to permanent one- to four-family loans. However, construction loans also increase credit quality risk. To a lesser extent, the increase was due to a $1.9 million increase in loans originated in our market area consisting primarily of 15- and 30-year fixed-rate loans, mortgage loans with a fixed rate for the first five years of the loan term that automatically convert to one-year adjustable rate loans during the sixth year of the loan term and mortgage loans with a fixed rate for the first three years of the loan term that automatically convert to one-year adjustable rate loans during the fourth year of the loan term.

       Total deposits increased $2.4 million from $94.1 million at September 30, 2000, to $96.5 million at March 31, 2001. Deposits increased primarily due to public units depositing short-term funds into the "Platinum" money fund account and new accounts being opened at the Coffeyville, Kansas branch office. The "Platinum" money fund account offers tiered rates on a limited transaction account with the highest rate paid on balances of $50,000 and above. Management feels the "Platinum" money fund provides a lower risk, insured alternative for deposit customers considering higher risk investments in order to get higher yields than standard money market accounts.

       Total borrowed funds decreased $300,000 from $39.1 million at September 30, 2000 to $38.8 million at March 31, 2001. The decrease was due to the principal repayment of line of credit advances obtained from the Federal Home Loan Bank of Topeka. Most of the advances obtained from the Federal Home Loan Bank of Topeka were used by the Company to invest in loans receivable at a positive spread over the term of the advances.

       Total stockholders' equity increased $3,000 from $13,764,345 at September 30, 2000 to $13,767,838 at March 31, 2001. The increase was primarily due to net earnings from operations of $698,000, common stock options exercised of $70,000, an increase in the unrealized gains on securities available for sale of $14,000 and repayment of employee stock ownership debt of $10,000. These increases were partially offset by our use of $573,000 to repurchase 44,100 shares of common stock and dividends of $216,000 paid to stockholders.


11


Non-performing Assets

       The ratio of non-performing assets to total assets is one indicator of our exposure to credit risk. Non-performing assets consist of non-accruing loans, accruing loans delinquent 90 days or more, troubled debt restructurings, and foreclosed assets which have been acquired as a result of foreclosure or deed-in-lieu of foreclosure. At March 31, 2001, non-performing assets were approximately $2,325,000, which represents an increase of $591,000, or 34.1%, as compared to September 30, 2000. The ratio of non-performing assets to total assets at March 31, 2001 was 1.54% compared to 1.16% at September 30, 2000. A summary of non-performing assets by category is set forth in the following table:


March 31,
2001
September 30,
2000
(Dollars In Thousands)
Non-Accruing Loans $2,027 $1,101
Accruing Loans Delinquent 90 Days or More --- 187
Trouble Debt Restructurings 21 23
Foreclosed Assets 277
423
Total Non-Performing Assets $2,325
$1,734
Total Non-Performing Assets as a
    Percentage of Total Assets
1.54%
1.16%

       Included in non-accruing loans at March 31, 2001, were 16 loans totaling $550,000 secured by one- to four-family real estate, 11 construction loans totaling $1,364,000 secured by one- to four-family real estate, 1 loan totaling $18,000 secured by non-residential real estate and 18 consumer loans totaling $95,000. All non-accruing loans at March 31, 2001, were located in our primary market area. At March 31, 2001, there were no accruing loans delinquent 90 days or more. At March 31, 2001, foreclosed assets consisted of 9 single family residences located in our primary market area. The properties have a carrying value of $277,000 and are currently offered for sale. The increase in non-performing assets was due to growth in our construction loan portfolio which tends to have a higher degree of risk than traditional one- to four- family lending and seasonal delinquencies, which tend to be higher in our second fiscal quarter of each year as a result of the holidays.

       We have taken into account our non-performing assets and the composition of the loan portfolio in establishing the allowance for loan losses. The allowance for loan losses totaled $751,000 at March 31, 2001, which represented a $7,000 decrease from the allowance for loan losses at September 30, 2000 due to a $71,000 charge-off during the period. The ratio of the allowance for loan losses as a percent of total loans decreased from .61% at September 30, 2000 to .57% at March 31, 2001, primarily due to charge-offs and the increase in total loans receivable at March 31, 2001. The allowance for loan losses as a percent of non-performing loans decreased from 57.86% at September 30, 2000 to 36.70% at March 31, 2001, due to the higher than normal charge-offs during the period and the increase in non-performing loans at March 31, 2001.


12


       The allowance for loan losses is determined based upon an evaluation of pertinent factors underlying the types and qualities of our loans. We consider such factors as the repayment status of a loan, the estimated net realizable value of the underlying collateral, the borrower's ability to repay the loan, current and anticipated economic conditions which might affect the borrower's ability to repay the loan and our past statistical history concerning charge-offs.

Results of Operations - Comparison of Three and Six Months Ended
March 31, 2001 and March 31, 2000


       General. Net earnings for the three months ended March 31, 2001 were $345,000 as compared to $336,000 for the three months ended March 31, 2000, an increase of $9,000, or 2.8%. The increase in net earnings was primarily due to increases in net interest income of $62,000 and non-interest income of $5,000 and a decrease in income tax expense of $15,000. These increases to net earnings were partially offset by increases in non-interest expense of $48,000 and the provision for loan losses of $24,000.

       Net earnings for the six months ended March 31, 2001 were $698,000 as compared to $647,000 for the six months ended March 31, 2000, an increase of $51,000, or 7.9%. The increase in net earnings was primarily due to an increase in net interest income of $148,000 and a decrease in income tax expense of $6,000. These changes were partially offset by increases in non-interest expense of $55,000 and the provision for loan losses of $48,000.

       Net Interest Income. Net interest income increased $62,000, or 5.3%, for the three months ended March 31, 2001, as compared to the three months ended March 31, 2000. This increase was due primarily to an increase in interest income of $217,000, or 7.9%, offset partially by an increase in interest expense of $155,000 or 9.7%. Interest income increased primarily due to a $6.1 million increase in the average balance of interest-earning assets and, to a lesser extent, a 26 basis point increase in the average yield on interest-earning assets. Interest expense increased primarily due to a 26 basis point increase in the average rate paid on interest-bearing liabilities and, to a lesser extent, a $5.3 million increase in the average balance of interest-bearing liabilities. The ratio of average interest-earning assets to average interest-bearing liabilities increased from 109.27% for the three months ended March 31, 2000 to 109.51% for the three months ended March 31, 2001.

       Net interest income increased $148,000, or 6.5%, for the six months ended March 31, 2001 as compared to the six months ended March 31, 2000. This increase was due primarily to an increase in interest income of $552,000, or 10.2%, offset partially by an increase in interest expense of $404,000, or 12.8%. Interest income increased primarily due to a $7.7 million increase in the average balance of interest-earning assets and, to a lesser extent, a 34 basis point increase in the average yield on interest-earning assets. Interest expense increased primarily due to a 35 basis point increase in the average rate paid on interest-bearing liabilities and, to a lesser extent, a $6.8 million increase in the average balance of interest-bearing liabilities. The ratio of


13


average interest-earning assets to average interest-bearing liabilities increased from 109.43% for the six months ended March 31, 2000 to 109.61% for the six months ended March 31, 2001.

       Interest Income. Interest income for the quarter ended March 31, 2001, increased to $3.0 million from $2.8 million for the quarter ended March 31, 2000. This increase was caused primarily by a $6.1 million increase in the average outstanding amount of interest-earning assets during the three months ended March 31, 2001, as compared to the three months ended March 31, 2000 due to increased loan originations in our local markets and our Lawrence, Kansas construction loan production office. To a lesser extent, the increase was due to an increase in the average yield on interest-earning assets. The average yield on interest-earning assets increased by 26 basis points to 8.06% during the first quarter of fiscal 2001, from 7.80% during the first quarter of fiscal 2000. This increase was caused primarily by a change in the mix of interest-earning assets to a higher percentage of loans receivable due to an increase in the construction loan portfolio and decreases in the investment and mortgage-backed securities portfolios. These construction loans carry a higher rate of interest than other loans, therefore, the average yield on loans receivable increased from 8.04% during the three months ended March 31, 2000, to 8.20% during the three months ended March 31, 2001.

       Interest income for the six months ended March 31, 2001, increased to $6.0 million from $5.4 million for the six months ended March 31, 2000. This increase resulted primarily from a $7.7 million increase in the average outstanding amount of interest-earning assets during the six months ended March 31, 2001, as compared to the six months ended March 31, 2000. To a lesser extent, the increase was due to an increase in the average yield on interest-earning assets. The average yield on interest-earning assets increased by 34 basis points to 8.10% during the first six months of fiscal 2001, from 7.76% during the first six months of fiscal 2000. This increase was due to the same reasons as stated above.

       Interest Expense. Interest expense for the quarter ended March 31, 2001, increased by $155,000 to $1.7 million as compared to $1.6 million for the quarter ended March 31, 2000. This increase in interest expense was due primarily to a 26 basis point increase in average interest rates paid on interest-bearing liabilities, caused by an increase in rates on savings deposits and Federal Home Loan Bank advances. To a lesser extent, the increase was due to a $5.3 million increase in the average outstanding amount of interest-bearing liabilities during the three months ended March 31, 2001, as compared to the three months ended March 31, 2000. This increase in interest-bearing liabilities was due primarily to an increase in advances obtained from the Federal Home Loan Bank of Topeka used to finance loans receivable.

       Interest expense for the six months ended March 31, 2001, increased by $404,000 to $3.5 million as compared to $3.1 million for the six months ended March 31, 2000. This increase was primarily the result of a 35 basis point increase in average interest rates paid on interest-bearing liabilities, caused by an increase in interest rates on savings deposits and Federal Home Loan


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Bank advances and by a change in mix of interest-bearing liabilities to a higher percentage of Federal Home Loan Bank advances, which carry a higher average rate than savings deposits. To a lesser extent, the increase was due to a $6.8 million increase in the average outstanding amount of interest-bearing liabilities during the six months ended March 31, 2001 as compared to the six months ended March 31, 2000. The increase in interest-bearing liabilities was primarily due to a $7.3 million increase in the average outstanding balance of advances obtained from the Federal Home Loan Bank of Topeka.

       Provision for Loan Losses. The provision for loan losses represents a charge to earnings to maintain the allowance for loan losses at a level we believe is adequate to absorb probable losses in the loan portfolio. The provision for loan losses amounted to $45,000 and $90,000 for the three and six months ended March 31, 2001 as compared to $21,000 and $42,000 for the same periods in 2000. This increase in provision for loan losses was in recognition of the increased balance of construction loans in our loan portfolio and the increase in the balance of non-performing assets. We believe we use the best information available in providing for probable loan losses and we believe that the allowance is adequate at March 31, 2001. Future adjustments to the allowance could be necessary, however, and net earnings could be affected if circumstances and/or economic conditions differ substantially from the assumptions used in making the initial determinations.

       Noninterest Income. Noninterest income increased $5,000 to $122,000 during the three months ended March 31, 2001 as compared to $117,000 for the three months ended March 31, 2000. The increase was primarily a result of increases in late charges and other fees associated with mortgage loans and increased checking and deposit account fees.

       Noninterest income decreased $1,000 to $235,000 during the six months ended March 31, 2001 as compared to $236,000 for the six months ended March 31, 2000. The decrease was primarily due to a $17,000 non-recurring loss recovery during the period ended March 31, 2000 with no similar recovery recorded during the period ended March 31, 2001. This decrease was partially offset by increases in late charges and other fees associated with mortgage loans and increased checking and deposit account fees.

       Noninterest Expense. Total noninterest expense increased by $48,000 for the three months ended March 31, 2001, as compared to the three months ended March 31, 2000. The increase was due primarily to increases in other operating expense of $51,000, employee compensation and benefits of $14,000, occupancy and equipment of $14,000 and data processing fees of $2,000. These increases were partially offset by a decrease in foreclosed assets expense of $31,000.

       Total noninterest expense increased to $1,504,000 for the six months ended March 31, 2001 from $1,449,000 for the six months ended March 31, 2000, an increase of $55,000, or 3.8%. The increase was primarily due to increases in other operating expense of $71,000, employee compensation and benefits of $29,000 and occupancy and equipment of $18,000. These increases were partially offset by decreases in foreclosed assets expense of $55,000 and


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data processing fees of $9,000. The increase in other operating expense was primarily due to a $42,000 increase in legal expense related to administrative, loan workout and foreclosure issues and a $10,000 contribution to the USD #446 Educational Foundation. The increase in compensation and benefits expense was the result of normal, annual cost of living increases in salaries and bonuses.

       Income Tax Expense. Income tax expense was $173,000 for the quarter ended March 31, 2001 compared to $188,000 for the quarter ended March 31, 2000, a decrease of $15,000. Our effective tax rates were 33.3% and 35.8% for the three months ended March 31, 2001 and March 31, 2000, respectively. Rates were lower during the March 31, 2001 period due to a decrease in nondeductible compensation expense related to one ESOP loan being paid off.

       Income tax expense was $367,000 for the six months ended March 31, 2001 compared to $373,000 for the six months ended March 31, 2000, a decrease of $6,000. Our effective tax rates were 34.5% and 36.6% for the six months ended March 31, 2001 and March 31, 2000, respectively. Rates were lower during the March 31, 2001 period due to the same reason as stated above.

       Liquidity and Capital Resources. Our primary sources of funds are deposits, principal and interest payments on loans and mortgage-backed securities, Federal Home Loan Bank of Topeka advances and funds provided by operations. While scheduled loan and mortgage-backed security repayments and maturity of short-term investments are a relatively predictable source of funds, deposit flows are greatly influenced by general interest rates, economic conditions and competition. Current Office of Thrift Supervision regulations require First Federal to maintain adequate cash and eligible investments in order to meet First Federal's liquidity needs deemed necessary to fund deposit withdrawals and other short-term funding needs. Management believes that First Federal has and will continue to have adequate liquidity for the foreseeable future. As of March 31, 2001, First Federal's liquidity ratio was 6.11% as compared to 7.89% at September 30, 2000.

       We use our capital resources principally to meet our ongoing commitments, to fund maturing certificates of deposit and deposit withdrawals, to invest, to fund existing and future loan commitments, to maintain liquidity, and to meet operating expenses. At March 31, 2001, we had outstanding commitments to extend credit which amounted to $4.2 million, including commitments on construction loans. We consider our liquidity and capital resources to be adequate to meet foreseeable short- and long-term needs. We expect to be able to fund or refinance, on a timely basis, our material commitments and long-term liabilities.

       Regulatory standards impose the following capital requirements on First Federal: a tangible capital ratio expressed as a percent of total adjusted assets, a leverage ratio of core capital to total adjusted assets, and a risk-based capital standard expressed as a percent of risk-adjusted assets. As of March 31, 2001, we exceeded all regulatory capital standards.


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       At March 31, 2001, First Federal's tangible capital was $13.3 million, or 8.77% of adjusted total assets, which is in excess of the 1.5% requirement by $11.0 million. In addition, at March 31, 2001, we had core capital of $13.3 million, or 8.77% of adjusted total assets, which exceeds the 3% requirement by $8.7 million. Risk-based capital was $14.0 million at March 31, 2001, or 18.39% of risk-adjusted assets, which exceeds the 8.0% risk-based capital requirement by $7.9 million.


Part II - Other Information


Item 1 - Legal Proceedings
Not applicable
Item 2 - Changes in Securities
Not applicable
Item 3 - Defaults upon Senior Securities
Not applicable
Item 4 - Submission of Matters to a Vote of Security Holders
None
Item 5 - Other Information
None
Item 6 - Exhibits and Reports on Form 8-K
(a) Exhibits - None
(b) Reports on Form 8-K - None

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SIGNATURES

       Pursuant to the requirement 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 INDEPENDENCE CORPORATION
Registrant



Date:    May 14, 2001 /s/ Larry G. Spencer                                   
Larry G. Spencer
President and Chief Executive
Officer



Date:    May 14, 2001 /s/ James B. Mitchell                                   
James B. Mitchell
Vice President and Chief Financial
Officer



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