Securities and Exchange Commission
Washington, D.C. 20549
Form 10-QSB
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the Quarterly Period Ended September 30, 1996
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the Transition Period
Commission File Number 0-16362
First Franklin Corporation
(Exact Name of Registrant as Specified in its Charter)
Delaware 31-1221029
- ------------------------------- ----------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
4750 Ashwood Drive Cincinnati, Ohio 45241
- ---------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code (513) 469-8000
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 twelve months (or for such shorter period that the
Registrant was required to file such reports) and (2) has been subject to such
requirements for the past 90 days.
Yes [X] NO [ ]
As of September 30, 1996, there were issued and outstanding 1,158,434 shares of
the Registrant's Common Stock.
Transitional Small Business Format (check one)
Yes [ ] NO [X]
<PAGE>
FIRST FRANKLIN CORPORATION AND SUBSIDIARY
INDEX
Page No.
Part I Financial Information
Item 1. Consolidated Balance Sheets -
September 30, 1996 and December 31, 1995 ........................ 3
Consolidated Statements of Operations and Retained
Earnings - Three and Nine Month Periods ended
September 30, 1996 and 1995 ..................................... 4
Consolidated Statements of Cash Flows -
Nine Month Periods ended September 30, 1996
and 1995 ........................................................ 6
Notes to Consolidated Financial Statements ...................... 8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations ............................. 9
Part II Other Information .............................................. 15
Item 5. Press Release Dated September 24, 1996 ......................... 16
Press Release Dated October 11, 1996 ........................... 17
Signatures
<PAGE>
<TABLE>
Part I - Item 1.
FIRST FRANKLIN CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
Sept 30, 1996 Dec 31, 1995
------------- ------------
(Unaudited)
ASSETS
<S> <C> <C>
Cash, including CD's & other interest-earning
deposits of $2,440 and $5,895 at 9/30/96
and 12/31/95, respectively $ 2,463 $ 8,653
Investment securities
Available-for-sale, at market value
(amortized cost of $20,051 and $18,839, respectively) 19,878 18,762
Mortgage-backed securities
Available-for-sale, at market value
(amortized cost of $19,896 and $18,701, respectively) 20,101 18,964
Held-to-maturity, at amortized cost
(market value of $19,750 and $22,051, respectively) 20,547 22,258
Loans receivable, net 148,569 139,419
Real estate owned, net 245 0
Stock in Federal Home Loan Bank
of Cincinnati, at cost 1,720 1,650
Accrued interest receivable 1,412 1,252
Property and equipment, net 1,665 908
Other assets 1,729 1,729
--------- ---------
$ 218,329 $ 213,595
========= =========
LIABILITIES
Savings accounts $ 189,269 $ 184,574
Borrowings 7,154 7,393
Advances by borrowers for taxes
and insurance 644 1,207
Other liabilities 1,496 113
--------- ---------
Total liabilities 198,563 193,287
--------- ---------
STOCKHOLDERS' EQUITY:
Preferred stock; $.01 par value per share;
500,000 shares authorized; no shares issued
Common stock; $.01 par value per share;
2,500,000 shares authorized; 1,280,012
shares issued at 9/30/96 and 1,270,164
at 12/31/95 13 13
Additional paid in capital 5,887 5,838
Treasury stock, at cost- 121,578 shares at
9/30/96 and 91,878 at 12/31/95 (886) (442)
Unrealized gain on available-for-sale securities,
net of taxes of $11 at 9/30/96 and
$63 at 12/31/95 20 122
Retained earnings, substantially restricted 14,732 14,777
--------- ---------
Total stockholders' equity 19,766 20,308
--------- ---------
$ 218,329 $ 213,595
========= =========
The accompanying notes are an integral part of the consolidated financial
statements.
</TABLE>
Page 3
<PAGE>
<TABLE>
FIRST FRANKLIN CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
(Dollars in Thousands)
For The Three Months Ended For The Nine Months Ended
Sept 30, 1996 Sept 30, 1995 Sept 30, 1996 Sept 30, 1995
------------- ------------- ------------- -------------
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
Interest income:
Loans receivable $ 2,943 $ 2,730 $ 8,626 $ 8,066
Mortgage-backed securities 682 544 1,986 1,615
Investment securities 335 394 1,052 1,000
------- ------- ------- -------
3,960 3,668 11,664 10,681
------- ------- ------- -------
Interest expense:
Savings accounts 2,349 2,299 6,944 6,469
Borrowings 116 19 352 47
------- ------- ------- -------
2,465 2,318 7,296 6,516
------- ------- ------- -------
Net interest income 1,495 1,350 4,368 4,165
Provision for loan losses 31 5 72 20
------- ------- ------- -------
Net interest income after
provision for loan losses 1,464 1,345 4,296 4,145
------- ------- ------- -------
Noninterest income:
Gain on loans sold 21 5 36 7
Service fees on NOW accounts 55 51 157 155
Other income 56 42 163 106
------- ------- ------- -------
132 98 356 268
------- ------- ------- -------
Noninterest expenses:
Salaries and employee benefits 437 408 1,271 1,247
Occupancy expense 160 142 459 434
Federal insurance premiums 1,259 100 1,471 300
Service bureau expense 59 68 200 198
Other expenses 306 262 927 849
------- ------- ------- -------
2,221 980 4,328 3,028
------- ------- ------- -------
Income before federal income taxes (625) 463 324 1,385
Provision for federal income taxes (215) 155 99 458
------- ------- ------- -------
Net Income ($ 410) $ 308 $ 225 $ 927
======= ======= ======= =======
continued
The accompanying notes are an integral part of the consolidated financial
statements.
Page 4
</TABLE>
<PAGE>
<TABLE>
FIRST FRANKLIN CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS, CONTINUED
(Dollars in Thousands Except per Share Data)
For The Three Months Ended For The Nine Months Ended
Sept 30, 1996 Sept 30, 1995 Sept 30, 1996 Sept 30, 1995
------------- ------------- ------------- -------------
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
RETAINED EARNINGS-BEGINNING OF PERIOD $ 15,235 $ 14,259 $ 14,777 $ 13,805
Net income (410) 308 225 927
Less: dividends declared (93) (82) (270) (247)
------- ------- ------- -------
RETAINED EARNINGS-END OF PERIOD $ 14,732 $ 14,485 $ 14,732 $ 14,485
======== ======== ======== ========
EARNINGS PER COMMON SHARE (in dollars) ($ 0.34) $ 0.25 $ 0.18 $ 0.75
======== ======== ======== ========
DIVIDENDS DECLARED PER
COMMON SHARE (in dollars) $ 0.08 $ 0.07 $ 0.23 $ 0.21
======== ======== ======== ========
The accompanying notes are an integral part of the consolidated financial
statements.
Page 5
</TABLE>
<PAGE>
<TABLE>
FIRST FRANKLIN CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
For The Nine Months Ended
Sept 30, 1996 Sept 30, 1995
------------- -------------
(Unaudited)
<S> <C> <C>
Cash provided by (used in) operating activities:
Net income $ 225 $ 927
Adjustments to reconcile net income to net
cash provided by operating activities:
Provision for loan losses 72 20
Depreciation and amortization 121 149
SAIF special assessment 1,150
FHLB stock dividend (87) (80)
Increase in accrued interest receivable (160) (237)
(Increase) decrease in other assets (780) 571
Increase (decrease) in other liabilities 233 (94)
Other, net (626) (1,403)
Loans sold 2,280 655
Disbursements on loans originated for sale (2,080) (655)
----- -----
Net cash provided by (used in) operating activities 348 (147)
----- -----
Cash provided by (used in) investing activities:
Loan principal reductions 23,296 20,414
Disbursements on mortgage and other
loans purchased or originated for investment (32,425) (22,892)
Repayments on mortgage-backed
securities 4,434 3,127
Purchase of available-for-sale mortgage-backed
securities (3,947) (500)
Purchase of held-to-maturity mortgage-backed
securities (5,101)
Purchase of available-for-sale investment securities (4,199) (1,998)
Proceeds from the maturity of available-for-sale
investment securities 3,000 500
Sale of Federal Home Loan Bank stock 17 109
Proceeds from the sale of real estate owned 122 219
Capital expenditures (64) (37)
----- -----
Net cash used in investing activities (9,766) (6,159)
----- -----
continued
The accompanying notes are an integral part of the consolidated financial
statements.
</TABLE>
Page 6
<PAGE>
<TABLE>
FIRST FRANKLIN CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED
(Dollars in Thousands)
For The Nine Months Ended
Sept 30, 1996 Sept 30, 1995
------------- -------------
(Unaudited)
<S> <C> <C>
Cash provided by (used in) financing activities:
Net decrease in passbook accounts
and demand deposits (2,698) (6,424)
Proceeds from sales of certificates
of deposit 46,048 57,455
Payments for maturing certificates
of deposit (43,955) (40,076)
Purchase of deposit accounts 5,300
(Repayment of) proceeds from borrowed money (239) 4,861
Decrease in advances by borrowers
for taxes and insurance (563) (389)
Purchase of treasury stock (444)
Exercise of stock options 49 61
Payment of dividends (270) (247)
-------- --------
Net cash provided by financing activities 3,228 15,241
-------- --------
Net increase in cash ($ 6,190) $ 8,935
Cash at beginning of period 8,653 2,883
-------- --------
CASH AT END OF PERIOD $ 2,463 $ 11,818
======== ========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
Page 7
<PAGE>
FIRST FRANKLIN CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1: BASIS OF PRESENTATION
The accompanying unaudited interim consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-QSB and
Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for
a fair presentation have been included. Operating results for the three and
nine month periods ended September 30, 1996 are not necessarily indicative of
the results that may be expected for the full year. The December 31, 1995
Balance Sheet data was derived from audited Financial Statements, but does not
include all disclosures required by generally accepted accounting principles.
Effective January 1, 1996 the Company was required to adopt the following
accounting standards; Statement of Financial Accounting Standards ("SFAS") No.
121 "Accounting for the Impairment of Long Lived Assets and for Long Lived
Assets to be Disposed", SFAS No. 122 "Accounting for Mortgage Servicing
Rights", and SFAS No. 123 "Accounting for Stock Based Compensation". The
adoption of these new accounting standards did not have a significant impact
on the Company's Consolidated Statement of Operations for the three and nine
month periods ended September 30, 1996.
In June 1996, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 125, "Accounting for Transfer and Servicing of Financial Assets and
Extinguishments of Liabilities",which established accounting and reporting
standards for transfers and servicing of financial assets and extinguishments
of liabilities. The standards are based on a consistent application of a
financial components approach that focuses on control. Under that approach,
after a transfer of financial assets, an organization recognizes the financial
and servicing assets it controls and the liabilities it has incurred,
derecognizes financial assets when control has been surrendered and
derecognizes liabilities when extinguished. SFAS No. 125 provides consistant
standards for distinguishing transfers of financial assets that are sales from
transfers that are secured borrowings. SFAS No. 125 supersedes SFAS No. 122
and is effective for transactions occurring after December 31, 1996.
Management does not expect the adoption of SFAS No. 125 to have a significant
impact on the financial statements.
Page 8
<PAGE>
Part I - Item 2.
FIRST FRANKLIN CORPORATION AND SUBSIDIARY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL
First Franklin Corporation ("Company") was incorporated under the laws of the
State of Delaware in September 1987 by authorization of the Board of Directors
of the Franklin Savings and Loan Company ("Franklin"). The Company applied for
and received regulatory approval to acquire all the common stock of Franklin
to be outstanding upon its conversion from the mutual to stock form of
ownership. This conversion was completed January 25, 1988.
As a Delaware corporation, First Franklin is authorized to engage in any
activity permitted by Delaware General Corporate Law. As a unitary savings and
loan holding company, First Franklin is subject to examination and supervision
by the Office of Thrift Supervision ("OTS") , although the Company's
activities are not limited by the OTS as long as certain conditions are met.
The Company's assets consist of cash, investment securities and investments in
Franklin and DirectTeller Systems Inc. ("DirectTeller").
Franklin is an Ohio chartered stock savings and loan headquartered in
Cincinnati, Ohio. It was originally chartered in 1883 as the Green Street
Number 2 Loan and Building Company.The business of Franklin consists primarily
of attracting deposits from the general public and using those deposits,
together with borrowings and other funds, to originate and purchase
investments and real estate loans for retention in its portfolio and sale in
the secondary market. Franklin operates seven banking offices in Hamilton
County, Ohio through which it offers a wide range of consumer banking
services, including mortgage loans, credit cards, checking accounts, auto
loans, savings and certificate accounts, automated teller machines and a voice
response telephone inquiry system. Franklin initiated a program in 1995,
through a third party provider, to give its customers access to mutual funds,
annuities and brokerage services in its offices.
Franklin has one subsidiary, Madison Service Corporation ("Madison"). Madison
was formed on February 22, 1972 by Franklin which owns 100% of its outstanding
stock.
DirectTeller was formed in 1989 by the Company and DataTech Services, Inc. to
develop and market a voice response inquiry system to allow financial
institution customers to access information about their accounts via the
telephone and/or a facsimile machine. The inquiry system is installed at
Intreive, a computer service bureau which specializes in financial
institutions. The agreement with Intrieve gives DirectTeller a percentage of
the profits generated by the inquiry system.
Since the results of operations of Madison and DirectTeller have not been
material to the operations and financial condition of the Company, the
following discussion focuses primarily on Franklin.
Page 9
<PAGE>
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
Consolidated assets increased $4.7 million (2.2%) from $213.6 million at
December 31, 1995 to $218.3 million at September 30, 1996, compared to a $17.3
million (9.0%) increase for the same period in 1995.
Loan disbursements were $34.5 million during the current nine month period
compared to $23.5 million during the nine months ended September 30, 1995.
This increase in loan disbursements has been funded by loan principal
repayments, loan sales and deposits. Disbursements during the Third Quarter
1996 were $12.5 million compared to $11.5 million during the same quarter in
1995. During the current nine month period loan sales were $2.3 million. At
September 30, 1996, commitments to originate mortgage loans were $1.1 million.
At the same date, $3.5 million of undisbursed loan funds were being held on
various construction loans. Management believes that sufficient cash flow and
borrowing capacity exists to fund these commitments.
Liquid assets decreased $5.1 million during the nine months ended September
30, 1996 to $22.3 million. As reflected in the Statements of Cash Flows, this
decrease is the result of $348,000 generated by operating activities and $3.23
million generated by financing activities less the $9.77 million used in
investing activities. At September 30, 1996 liquid assets were 10.2% of total
assets, which was above management's target of 8 %.
The Company's investment and mortgage-backed securities are classified based
on its current intention to hold to maturity or have available for sale, if
necessary. The following table shows the gross unrealized gains or losses on
mortgage-backed securities and investment securities as of September 30, 1996.
During the current nine month period, there have been no sales of investments
or mortgage-backed securities. No securities are classified as trading.
<TABLE>
Amortized Market Unrealized Unrealized
Cost Value Gains Losses
(in thousands)
<S> <C> <C> <C> <C>
Available-for-sale
Investment securities $20,051 $19,878 $82 $255
Mortgage-backed securities $19,896 $20,101 $221 $16
Held-to-maturity
Mortgage-backed securities $20,547 $19,750 $0 $797
</TABLE>
Page 10
<PAGE>
At September 30, 1996 savings deposits were $189.3 million compared to $184.6
million at December 31, 1995. This is an increase of $4.7 million during the
current nine month period and $1.0 million during the quarter ended September
30, 1996. During the Second Quarter 1996 the Company assumed, in exchange for
$5.1 million in cash, $5.3 million in deposits from Suburban Federal Savings
Bank at a premium of 4%. During the nine months ended September 30, 1996, core
deposits (transaction and passbook savings accounts) decreased $1.2 million,
short term certificates (two years or less) increased $13.7 million and
certificates with original terms greater than two years decreased $7.8
million. Interest of $2.1 million for the quarter and $6.3 million for the
nine month period was credited to accounts. After eliminating the effect of
interest credited and the assumption of the deposit accounts, savings
decreased $1.1 million during the three month period and $6.9 million during
the nine months ended September 30, 1996.
At September 30, 1996 borrowings consisted of $7.2 million in fixed-rate
Federal Home Loan Bank advances at an average cost of 6.44%. All advances are
being amortized monthly.
At September 30, 1996, $1.4 million of assets were classified substandard,
$347,000 classified loss and $3.0 million classified as special mention
compared to $892,000 as substandard, $306,000 as loss and $2.3 million as
special mention at December 31, 1995. Non-accruing and accruing loans
delinquent ninety days or more were $558,000 at September 30, 1996 compared to
$1.0 million at December 31, 1995. At September 30, 1996 the Company had
identified three multi-family loans with a carrying value of $169,000 as
impaired under Statement of Financial Accounting Standards No. 114,
"Accounting by Creditors for Impairment of a Loan". A loan is considered
impaired when, based on current information and events, it is probable that
the Company will be unable to collect the scheduled payments of principal and
interest when due according to the contractual terms of the loan agreement.
In management's opinion, adequate reserves are available to protect against
reasonably foreseeable losses that may occur on loans or repossessed assets.
The following table shows the activity that has occurred on loss reserves
during the nine months ended September 30, 1996.
(In Thousands)
Balance at beginning of period $947
Charge offs 31
Additions charged to operations 72
Recoveries 0
----
Balance at end of period $988
Page 11
<PAGE>
First Franklin continues to enjoy a strong net worth position. At September
30, 1996, tangible net worth was $19.6 million, which is 9.0% of assets. At
the same date, tangible book value per share was $16.89 compared to $16.84 at
September 30, 1995. The following table summarizes, as of September 30, 1996,
the regulatory capital position of our subsidiary, Franklin Savings.
<TABLE>
Capital Standard Actual Required Excess Actual Required Excess
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C>
Tangible $13,684 $3,206 $10,478 6.40% 1.50% 4.90%
Core $13,684 $6,411 $ 7,273 6.40% 3.00% 3.40%
Risk-based $14,324 $7,919 $ 6,405 14.47% 8.00% 6.47%
</TABLE>
On September 30, 1996 the President signed an omnibus appropriations package
which included the recapitalization of the Savings Association Insurance Fund
(SAIF). All SAIF members will be required to pay a one-time assessment of 65.7
cents per $100 in deposits held on March 31, 1995. Franklin's special
assessment will be approximately $1,150,000. The assessment was charged
against earnings during the current quarter and is being carried as a payable
until actually paid during the fourth quarter.Beginning January 1, 1997 SAIF
members will be assessed a premium of 6.4 cents per $100 of deposits to cover
the FICO obligation plus a regular insurance premium. At the present time the
regular insurance premium for the lowest risk category, which applies to
Franklin, is $2,000 per year. This will reduce the insurance premiums paid by
Franklin from approximately $435,000 in 1996 to $120,000 in 1997. Other
provisions of the appropriations package require the Treasury Department to
provide Congress, by March 31, 1997, with a report on merging of the bank and
thrift charters and merging the SAIF and Bank Insurance Fund (BIF) by January
1, 1999 provided that the bank and thrift charters have been merged by that
date. It also requires BIF and SAIF members to begin sharing the FICO
obligation on a pro-rata basis at the earlier of January 1, 2000 or when the
BIF and SAIF funds are merged.
RESULTS OF OPERATIONS
Excluding the one time special assessment to recapitalize the SAIF discussed
above, net income increased 13.3% to $349,000 ($0.29 per share) for the three
months ended September 30, 1996 from $308,000 ($0.25 per share) for the same
quarter in 1995. During the current nine month period, excluding the SAIF
assessment, net income increased 6.1% to $984,000 ($0.81 per share) from
$927,000 ($0.75 per share) for the nine months ended September 30, 1995. After
recording the $1.15 million SAIF assessment, the Company had a net loss of
$410,000 ($.34 per share) for the third quarter and a net profit of $225,000
($.18 per share) for the nine months ended September 30, 1996.
Page 12
<PAGE>
Net interest income, before provision for loan losses, was $1.50 million for
the current quarter and $4.37 million for the first nine months of 1996
compared to $1.35 million and $4.17 million, respectively, for the same
periods in 1995. As the tables below illustrate, average interest-earning
assets increased $14.8 million to $210.0 million during the nine months ended
September 30, 1996 from $195.2 million for the year ended December 31, 1995.
Average interest-bearing liabilities increased $12.9 million from $181.2
million for the year ended December 31, 1995 to $194.1 for the current nine
month period. Thus, average net interest-earning assets increased $1.9
million. The interest rate spread (the yield on interest-earning assets less
the cost of interest-bearing liabilities) decreased from 2.50% for the year
ended December 31, 1995 to 2.40% for the current nine month period. This
decrease in the spread reflects an increase in the cost of funds from 4.95%
for the year ended December 31, 1995 to 5.01% for the nine months ended
September 30, 1996 and a decrease in the yield on interest-earning assets to
7.41% during the current nine month period from 7.45% for the year ended
December 31, 1995.
For the Nine Months ended September 30, 1996
Average
Outstanding Yield/cost
(Dollars in thousands)
Average interest-earning assets
Loans $144,828 7.94%
Mortgage-backed securities 40,172 6.59%
Investments 23,300 5.52%
FHLB stock 1,675 6.93%
--------
Total $209,975 7.41%
--------
Average interest-bearing liabilities
Demand deposits $ 23,466 2.23%
Savings accounts 24,902 2.74%
Certificates 138,444 5.82%
FHLB advances 7,261 6.46%
--------
Total $194,073 5.01%
--------
Net interest-earning assets $ 15,902 2.40%
--------
Page 13
<PAGE>
For the year ended December 31, 1995
Average
Outstanding Yield/cost
(Dollars in thousands)
Average interest-earning assets
Loans $134,910 8.07%
Mortgage-backed securities 36,664 6.19%
Investments 22,019 5.82%
FHLB stock 1,608 6.78%
--------
Total $195,201 7.45%
--------
Average interest-bearing liabilities
Demand deposits $23,950 2.45%
Savings accounts 25,758 2.78%
Certificates 128,988 5.82%
FHLB advances 2,483 6.16%
--------
Total $181,179 4.95%
--------
Net interest-earning assets $14,022 2.50%
========
Noninterest income was $132,000 for the quarter and $356,000 for the nine
months ended September 30, 1996 compared to $98,000 for the same quarter in
1995 and $268,000 for the nine months ended September 30, 1995. The increase
in income when comparing the two periods is the result of increased loan fees
due to the increase in loan disbursements, Madison Service Corporation income
and profits on the sale of loans.
Noninterest expenses were $2.22 million for the current quarter and $4.33
million for the current nine month period compared to $980,000 and $3.03
million for the three and nine month periods ended September 30, 1995. The
$1.15 million SAIF assessment is included in the expenses for the quarter and
nine month period. Excluding the SAIF assessment, noninterest expenses as a
percentage of average assets, was 1.96% for the current nine month period
compared to 2.03% for the first nine months of 1995.
During 1995 the Board of Directors decided to terminate the Company's defined
benefit pension plan effective February 15, 1996. The settlement of the vested
benefit obligation, by lump sum payments to all covered employees, is expected
to be completed late in 1996 or early in 1997. The Company expects to
recognize a settlement loss of approximately $571,000 when the plan's
obligation is settled. The Company anticipates that it will most likely
replace the terminated plan with a defined contribution plan.
Page 14
<PAGE>
PART II
FIRST FRANKLIN CORPORATION AND SUBSIDIARY
Item 1. LEGAL PROCEEDING
There are no material pending legal proceedings to which the holding
company or any subsidiary is a party or to which any of their
property is subject.
Item 2. CHANGES IN SECURITIES
None
Item 3. DEFAULTS UPON SENIOR SECURITIES
None
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
Item 5. OTHER INFORMATION
A. Press Release Dated September 24, 1996
B. Press Release Dated October 11, 1996
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
A. A Form 8-K/A dated September 27, 1996, was filed in October
1996, regarding a change in accountants.
Page 15
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
FIRST FRANKLIN CORPORATION
Daniel T. Voelpel
________________________________________
Vice President and
Chief Financial Officer
Date: November 1, 1996
First Franklin Corporation
401 East Court Street
P.O. Box 85350 / Cincinnati, Ohio 45201-5350 / (513) 721-1031
September 24, 1996
FOR IMMEDIATE RELEASE
CONTACT: Thomas H. Siemers
President and CEO
721-0808
Thomas H. Siemers, President and CEO of First Franklin Corporation, has
announced that the Board of Directors has declared a dividend of $0.08 per
share for the third quarter of 1996. This is the thirty-second straight
quarterly dividend declared by the Board. The quarterly dividend will be
payable on October 15, 1996 to shareholders of record as of October 4.
First Franklin is the parent organization of Franklin Savings, which has seven
offices in Greater Cincinnati.
First Franklin Corporation
401 East Court Street
P.O. Box 85350 / Cincinnati, Ohio 45201-5350 / (513) 721-1031
October 11, 1996
FOR IMMEDIATE RELEASE
CONTACT: Thomas H. Siemers
President and CEO
513-721-0808
Excluding the one time special assessment to recapitalize the Savings
Association Insurance Fund (SAIF), First Franklin Corporation, the parent of
Franklin Savings and Loan Company, Cincinnati, Ohio announced today earnings
of $349,000 ($.29 per share) for the third quarter of 1996 and $984,000 ($.81
per share) for the first nine months of this year. This compares to earnings
of $308,000 ($.25 per share) for the third quarter of 1995 and $927,000 ($.75
per share) for the nine months ended September 30, 1995.
The one time SAIF special assessment of $1,150,000 ($759,000 after taxes)
resulted in a loss of $410,000 ($.34 per share) for the third quarter 1996 and
a $225,000 ($.18 per share) profit for the nine months ended September 30,
1996.
First Franklin conducts its business through its subsidiary Franklin Savings,
with seven full service offices located in Hamilton County, Ohio.
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