UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check one): |X| Form 10-K |_| Form 20-F |_| Form 11-K |_| Form 10-Q
|_| Form 10-D |_| Form N-SAR |_| Form N-CSR
For Period Ended: December 31, 2007
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|_| Transition Report on Form 10-K
|_| Transition Report on Form 20-F
|_| Transition Report on Form 11-K
|_| Transition Report on Form 10-Q
|_| Transition Report on Form N-SAR
For the Transition Period Ended:
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Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein. If the notification relates to a
portion of the filing checked above, identify the Item(s) to which the
notification relates:
PART I -- REGISTRANT INFORMATION
1st Independence Financial Group, Inc.
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Full Name of Registrant
N/A
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Former Name if Applicable
8620 Biggin Hill Lane
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Address of Principal Executive Office (Street and Number)
Louisville, Kentucky 40220-4117
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City, State and Zip Code
PART II -- RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
| (a) The reason described in reasonable detail in Part III of this form
| could not be eliminated without unreasonable effort or expense
| (b) The subject annual report, semi-annual report, transition report on
| Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or
| portion thereof, will be filed on or before the fifteenth calendar
|X| | day following the prescribed due date; or the subject quarterly
| report or transition report on Form 10-Q, or portion thereof, will
| be filed on or before the fifth calendar day following the
| prescribed due date; and
| (c) The accountant's statement or other exhibit required by
| Rule 12b-25(c) has been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR,
N-CSR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
During November 2007, 1st Independence Financial Group, Inc. (the
"Company") performed its annual impairment test of goodwill with no indication
of any impairment. Subsequently in December 2007, the Company entered into
negotiations with several financial institutions regarding a potential sale of
the Company and on February 26, 2008, the Company entered into an Agreement and
Plan of Merger with MainSource Financial Group, Inc. and this occurrence of a
potential indicator of impairment being the more-likely-than-not-expectation
that the Company will be sold required the Company to perform an interim
assessment of goodwill. The interim assessment resulted in a goodwill impairment
charge of $2.856 million being recorded effective December 31, 2007. The interim
assessment further resulted in the Company being unable without unreasonable
effort and expense to prepare its accounting records in sufficient time to allow
BKD, LLP, the Company's independent registered public accounting firm, to
complete its review of the Company's consolidated financial statements for the
year ended December 31, 2007 before the required filing date for the Form 10-K.
The Company intends to file its Form 10-K on or before the fifteenth calendar
day following the prescribed due date.
(Attach extra Sheets if Needed)
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
R. Michael Wilbourn 502 753-0505
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s).
Yes |X| No |_|
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
Yes |X| No |_|
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
For the year ended December 31, 2007, the Company expects to report a net
loss of $4.771 million or $(2.42) per diluted share compared to net income of
$1.940 million or $0.99 per diluted share for the year ended December 31, 2006.
Signifigant factors impacting 2007 results include a fourth quarter 2007
provision for loan losses of $4.32 million (for further information refer to the
Form 8-K filed by the Company on February 27, 2008) and a goodwill impairment
charge of $2.856 million previously mentioned in Part III of this Form 12b-25.
1st Independence Financial Group, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date March 31, 2008 By: /s/ R. Michael Wilbourn
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R. Michael Wilbourn,
Executive Vice President
and Financial Officer