FIRST FRANKLIN CORP
10QSB, 2000-08-10
SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED
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<PAGE>   1
                                  United States
                       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 June 30, 2000

[ ] 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 small business issuer 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)

Issuer's Telephone Number, including Area Code  (513) 469-5352

--------------------------------------------------------------------------------
   (Former name, former address and former fiscal year, if changed since last
                                    report)


                      APPLICABLE ONLY TO CORPORATE ISSUERS

As of June 30, 2000 there were issued and outstanding 1,613,873 shares of the
Registrant's Common Stock.

Transitional Small Business Format (check one)
         Yes [ ]           No [X]


<PAGE>   2


                    FIRST FRANKLIN CORPORATION AND SUBSIDIARY

                                      INDEX

                                                                        Page No.

Part I   Financial Information

Item 1.  Consolidated Balance Sheets -
         June 30, 2000 and December 31, 1999                                3

         Consolidated Statements of Income and Retained
         Earnings - Three and Six-month Periods ended June 30, 2000
         and 1999                                                           4

         Consolidated Statements of Cash Flows - Six-month
         Periods ended June 30, 2000 and 1999                               5

         Notes to Consolidated Financial Statements                         6


Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations                                7


Part II. Other Information                                                  15

Item 5.  Press Release dated June 27, 2000                                  16
         Press Release dated July 13, 2000                                  17

Signatures



                                        2
<PAGE>   3
PART I - ITEM 1.

                    FIRST FRANKLIN CORPORATION AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                             (Dollars in thousands)

                                                    June 30,2000    Dec 31,1999
                                                    ------------    -----------
                                                     (Unaudited)
     ASSETS
Cash, including CD's & other interest-earning
  deposits of  $170 and $205, respectively            $   1,267      $   3,688
Investment securities
  Available-for-sale, at market value
     (amortized cost of $20,186 and
     $20,190, respectively)                              19,148         19,197
Mortgage-backed securities
  Available-for-sale, at market value
     (amortized cost of $35,136 and
     $39,719, respectively)                              34,588         39,342
  Held-to-maturity, at amortized cost
    (market value of $12,330 and
    $13,336, respectively)                               12,600         13,596
Loans receivable, net                                   191,632        167,601
Real estate owned, net                                        0              0
Stock in Federal Home Loan Bank
  of Cincinnati ("FHLB"), at cost                         2,805          1,971
Accrued interest receivable                               1,551          1,311
Property and equipment, net                               1,905          1,942
Other assets                                              2,057          1,557
                                                      ---------      ---------
                                                      $ 267,553      $ 250,205

     LIABILITIES
Savings accounts                                      $ 188,113      $ 191,673
Borrowings                                               58,724         37,110
Advances by borrowers for taxes
  and insurance                                             365          1,171
Other liabilities                                           360            496
                                                      ---------      ---------
     Total liabilities                                  247,562        230,450
                                                      ---------      ---------
     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; 2,010,867
   shares issued at 06/30/00 and 12/31/99,
   respectively                                              13             13
Additional paid in capital                                6,189          6,189
Treasury stock, at cost- 396,994 shares at
   06/30/00 and 380,494 shares at 12/31/99               (3,888)        (3,733)
Retained earnings, substantially restricted              18,724         18,190
Accumulated other comprehensive income:
   Unrealized loss on available-for-sale
   securities, net of taxes of $(539) at 06/30/00
   and $(466) at 12/31/99                                (1,047)          (904)
                                                      ---------      ---------
     Total stockholders' equity                          19,991         19,755
                                                      ---------      ---------
                                                      $ 267,553      $ 250,205

The accompanying notes are an integral part of the consolidated financial
statements.






                                       3
<PAGE>   4


                    FIRST FRANKLIN CORPORATION AND SUBSIDIARY
            CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS

                 (Dollars in thousands, except per share data)

<TABLE>
<CAPTION>
                                          For the Three Months Ended     For the Six Months Ended
                                          June 30,2000  June 30,1999    June 30,2000  June 30,1999
                                          ------------- -------------  ------------- -------------
                                                 (Unaudited)                   (Unaudited)

<S>                                           <C>           <C>           <C>           <C>
Interest income:
  Loans receivable                            $  3,466      $  2,941      $  6,686      $  5,802
  Mortgage-backed securities                       811           694         1,636         1,412
  Investment securities                            338           344           695           665
                                              --------      --------      --------      --------
                                                 4,615         3,979         9,017         7,879
Interest expense:
  Savings accounts                               2,280         2,221         4,555         4,540
  Borrowings                                       721           251         1,238           455
                                              --------      --------      --------      --------
                                                 3,001         2,472         5,793         4,995
                                              --------      --------      --------      --------
     Net interest income                         1,614         1,507         3,224         2,884

Provision (credit) for loan losses                  18          (143)           37          (123)
                                              --------      --------      --------      --------
     Net interest income after
       provision (credit) for loan losses        1,596         1,650         3,187         3,007
                                              --------      --------      --------      --------
Noninterest income:
  Gain on loans sold                                 1            16             3            65
  Gain on sale of investments                        0            23             0            23
  Service fees on NOW accounts                      63            58           116           111
  Other income                                      90            83           179           158
                                              --------      --------      --------      --------
                                                   154           180           298           357
Noninterest expense:
  Salaries and employee benefits                   538           548         1,078         1,069
  Occupancy expense                                144           166           293           326
  Advertising                                       75            32           189            90
  Federal deposit insurance premiums                10            30            20            60
  Service bureau expense                            63            61           125           126
  Other expenses                                   320           290           628           621
                                              --------      --------      --------      --------
                                                 1,150         1,127         2,333         2,292

Income before federal income taxes                 600           703         1,152         1,072

Provision for federal income taxes                 198           235           377           353
                                              --------      --------      --------      --------
     Net Income                               $    402      $    468      $    775      $    719

RETAINED EARNINGS-BEGINNING OF PERIOD         $ 18,443      $ 17,396      $ 18,192      $ 17,274
  Net income                                       402           468           775           719
  Less: dividends declared                        (121)         (124)         (243)         (253)
                                              --------      --------      --------      --------
RETAINED EARNINGS-END OF PERIOD               $ 18,724      $ 17,740      $ 18,724      $ 17,740

EARNINGS PER COMMON SHARE
        Basic                                 $   0.25      $   0.27      $   0.48      $   0.42
        Diluted                               $   0.25      $   0.27      $   0.48      $   0.42

DIVIDENDS DECLARED PER COMMON SHARE           $  0.075      $  0.075      $  0.150      $  0.150
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.



                                       4
<PAGE>   5


                    FIRST FRANKLIN CORPORATION AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Dollars in thousands)

<TABLE>
<CAPTION>
                                                                         For The Six Months Ended
                                                                        June 30,2000  June 30,1999
                                                                        ------------  ------------
                                                                                (Unaudited)
<S>                                                                        <C>           <C>
Cash provided by (used in) operating activities:

Net income                                                                $    775      $    719

Adjustments to reconcile net income to net cash provided by operating
   activities:

     Provision (credit) for loan losses                                         37          (123)
     Depreciation and amortization                                              97           282
     FHLB stock dividend                                                       (77)          (63)
     Decrease (increase) in accrued interest receivable                       (240)           54
     Increase in other assets                                                 (500)          (50)
     Decrease in other liabilities                                            (136)          (32)
     Other, net                                                                (31)          304
     Loans sold                                                                147         6,646
     Disbursements on loans originated for sale                                  0        (6,469)
                                                                          --------      --------
Net cash provided by operating activities                                       72         1,268
                                                                          --------      --------

Cash provided by (used in) investing activities:
  Loan principal reductions                                                 16,399        18,942
  Disbursements on mortgage and other
     loans purchased or originated for investment                          (40,507)      (25,098)
  Repayments on mortgage-backed securities                                   5,527        13,937
  Purchase of available-for-sale mortgage-backed securities                      0       (12,547)
  Sale of available-for-sale mortgage-backed securities                          0         2,887
  Purchase of available-for-sale investment securities                           0        (9,999)
  Proceeds from the sale of or maturity of available-for-sale
    investment securities                                                        5         9,215
  Purchase of FHLB stock                                                      (759)          (50)
  Capital expenditures                                                          (8)           (9)
                                                                          --------      --------
Net cash used in investing activities                                      (19,343)       (2,722)
                                                                          --------      --------

Cash provided by (used in) financing activities:
  Net decrease in deposits                                                  (3,560)      (11,191)
  Borrowed money                                                            21,614         7,563
  Decrease in advances by borrowers
     for taxes and insurance                                                  (806)         (799)
  Repurchase of common stock                                                  (155)       (1,069)
  Payment of dividends                                                        (243)         (253)
                                                                          --------      --------
Net cash provided by  (used in) financing activities                        16,850        (5,749)
                                                                          --------      --------

Net decrease in cash                                                       ($2,421)      ($7,203)
Cash at beginning of period                                                  3,688         8,369
                                                                          --------      --------
CASH AT END OF PERIOD                                                     $  1,267      $  1,166

</TABLE>


The accompanying notes are an integral part of the consolidated financial
statements.




                                       5
<PAGE>   6


                    FIRST FRANKLIN CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


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 six-month periods ended June
30, 2000 are not necessarily indicative of the results that may be expected for
the full year. The December 31, 1999 Balance Sheet data was derived from audited
Financial Statements, but does not include all disclosures required by generally
accepted accounting principles.


EFFECT OF RECENT ACCOUNTING PRONOUNCEMENTS

The Financial Accounting Standards Board ("FASB") issued Statement of Financial
Accounting Standards ("SFAS") No. 133, "Accounting for Derivative Instruments
and Hedging Activities" which establishes standards for derivative instruments,
including derivative instruments imbedded in other contracts and for hedging
activities. It requires that an entity recognize all derivatives as either
assets or liabilities in the statement of financial position and measure those
instruments at fair value. SFAS No. 133 is effective for all fiscal quarters of
fiscal years beginning after June 15, 2000. Management does not believe that the
adoption of this standard will impact the Company because, at this time, the
Company does not hold any of the instruments covered by the standard.

SFAS No. 130, "Reporting Comprehensive Income" requires that all items that are
required to be recognized under accounting standards as components of
comprehensive income be reported in a financial statement that is displayed with
the same prominence as other financial statements. For interim period reporting,
an organization is required to report a total for comprehensive income.

Comprehensive income for the six months ended June 30, 2000 and 1999 was
$632,000 and $121,000, respectively. The difference between net income and
comprehensive income consists solely of the effect of unrealized gains and
losses, net of taxes, on available-for-sale securities.





                                       6
<PAGE>   7


                    FIRST FRANKLIN CORPORATION AND SUBSIDIARY
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL

First Franklin Corporation ("Company") is a savings and loan holding company,
which 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 acquired all of the common stock of Franklin
issued in connection with its conversion from the mutual to stock form of
ownership, which was completed on January 25, 1988.

The Company's operating philosophy is to be an efficient and profitable
financial services organization with a professional staff committed to
maximizing shareholder value by structuring and delivering quality services that
attract customers and satisfy their needs and preferences. Management's goal has
been to maintain profitability and a strong capital position. It seeks to
accomplish this goal by pursuing the following strategies: (i) emphasizing
lending in the one- to four-family residential mortgage market, (ii) managing
deposit pricing, (iii) controlling interest rate risk, (iv) controlling
operating expenses (v) controlling asset growth, and (vi) maintaining asset
quality.

As a Delaware corporation, the Company is authorized to engage in any activity
permitted by the Delaware General Corporation Law. As a unitary savings and loan
holding company, the Company 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, interest-earning deposits, and investments in Franklin,
DirectTeller Systems Inc. ("DirectTeller") and Financial Institutions Partners
III, L.P.

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 six banking offices in Hamilton County, Ohio through which it
offers a full range of consumer banking services, including mortgage loans,
credit and debit cards, checking accounts, auto loans, savings accounts,
automated teller machines, and a voice response telephone inquiry system. In
January 2000, Franklin began offering an internet banking service called
"Franklin Online" which allows users to pay bills, transfer funds, obtain
account information and download account and transaction information into
financial management programs using their home computer. To generate additional
fee income and enhance the products and services available to its customers,
Franklin also offers annuities, mutual funds, and discount brokerage services in
its offices through an agreement with a third party. Franklin receives a portion
of the sales commissions earned on these products.

Franklin has one wholly owned subsidiary, Madison Service Corporation
("Madison"). Madison was formed in 1972 to allow Franklin to diversify into
certain types of business that, by regulation, savings and loans were unable to
enter. At the present time, Madison's assets consist solely of cash and
interest-earning deposits. Its only sources of income are the interest earned on
these deposits and the fees received as a result of the agreement with the third
party broker dealer that provides the discount brokerage services at Franklin's
offices.


                                       7
<PAGE>   8

The Company owns 51% of DirectTeller's outstanding common stock. DirectTeller
was formed in 1989 by the Company and Data Tech Services Inc. to develop and
market a voice response telephone inquiry system to allow financial institution
customers to access information about their accounts via the telephone and a
facsimile machine. Franklin currently offers this service to its customers. The
inquiry system is currently in operation at Intrieve Inc.("Intrieve"), a
computer service bureau that offers the DirectTeller system to the savings and
loans it services. The agreement with Intrieve gives DirectTeller a portion of
the profits generated by the use of the inquiry system by Intrieve's clients.

In September 1999, management and the Board of Directors reviewed the Company's
strategic plan and established various strategic objectives for the next two
years. The primary objectives of this plan are asset growth, profitability,
independence, capital adequacy and enhancing shareholder value. The Company will
pursue these objectives through loan growth, the use of technology to improve
efficiency and/or customer service, an enhanced marketing effort to take full
advantage of the opportunities that exist in the marketplace, and expansion
through the addition of branch and/or loan origination offices. Accomplishing
these objectives are subject to a variety of factors, some of which are beyond
the control of the Company.

Since the results of operations of Madison and DirectTelller have not been
material to the operations and financial condition of the Company, the following
discussion focuses primarily on Franklin.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

Consolidated assets increased $17.34 million (6.9%) from $250.21 million at
December 31, 1999 to $267.55 million at June 30, 2000, compared to a $5.68
million (2.4%) decrease for the same period in 1999. During 2000,
mortgage-backed securities decreased $5.75 million, cash and investments
decreased $2.47 million, loans receivable increased $24.03 million, deposits
decreased $3.56 million and borrowings increased $21.61 million

Loan disbursements were $40.51 million during the current six-month period
compared to $31.57 million during the six months ended June 30, 1999.
Disbursements during the second quarter of 2000 were $25.58 million compared to
$13.35 million during the same quarter in 1999. No mortgage loans were sold
during the current six-month period compared to sales of $6.65 million during
the first six months of 1999. At June 30, 2000, commitments to originate
mortgage loans were $4.67 million. At the same date, $4.67 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 $2.47 million during the six months ended June 30, 2000,
to $20.42 million. This decrease reflects loan and mortgage-backed securities
repayments of $21.93 million and borrowings of $21.61 million less loan
disbursements of $40.51 million and a decrease in savings accounts of $3.56
million. At June 30, 2000, liquid assets were 7.6% of total assets

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 June 30, 2000. No
securities are classified as trading.


                                       8
<PAGE>   9


                                  Amortized   Unrealized   Unrealized   Market
                                    Cost         Gains       Losses      Value
                                  ---------------------------------------------
                                                  (in thousands)
Available-for-sale
    Investment securities          $20,186     $    27     $ 1,065     $19,148
    Mortgage-backed securities      35,136          88         636      34,588
Held-to-maturity
    Mortgage-backed securities      12,600           0         270      12,330

At June 30, 2000, savings deposits were $188.11 million compared to $191.67
million at December 31, 1999. This is a decrease of $5.03 million during the
current quarter and $3.56 million during the six months ended June 30,2000.
During the six months ended June 30, 2000, core deposits (transaction and
passbook savings accounts) decreased $572,000. During the same period,
short-term certificates (two years or less) decreased $21.43 million and
certificates with original terms greater than two years increased $18.44
million. The decline in short-term certificates and increase in long-term
certificates reflects management's efforts to lengthen the maturity of its
deposits. Interest of $2.01 million during the current quarter and $4.05 million
during the current six-month period was credited to accounts. After eliminating
the effect of interest credited, savings decreased $7.04 million during the
current quarter and $7.61 million during the six months ended June 30, 2000.

At June 30, 2000 Franklin had outstanding Federal Home Loan Bank ("FHLB")
advances of $58.72 million at an average cost of 6.52%. During the next twelve
months, $7.29 million of the advances mature.

In the current interest rate environment, the Company is subject to significant
interest rate risk. In the low interest rate environment that prevailed
throughout much of the 1990s, Franklin, like many financial institutions, was
not able to attract a significant amount of long-term deposits as customers
opted to pursue short-term investments so they would be poised to take advantage
of rates when they did rise. As a result, Franklin experienced a shortening of
the maturities of its liabilities. The low rates had the opposite effect on
Franklin's assets, as consumers took advantage of the low rates to lock-in
long-term mortgages. Although Franklin has sold some of its fixed-rate mortgages
in recent years, timing considerations and other market conditions have not
always been conducive to a sale. Consequently, Franklin is experiencing a
mismatch between the repricing terms of its assets and liabilities.

In 1999, Franklin implemented several new initiatives to improve its interest
rate sensitivity. One initiative is to increase Franklin's capital position,
which Franklin has addressed by suspending the payment of dividends to the
Company. It is not anticipated that this action will adversely affect the
ability of the Company to pay dividends to its shareholders. Another initiative
is to lengthen the maturities of its liabilities, which Franklin has undertaken
by emphasizing three-year and five-year certificates of deposit by pricing those
products more attractively, and to shorten the maturities of its assets, which
Franklin is addressing by limiting the origination of fixed-rate mortgages and
emphasizing the origination of one, three and five year adjustable-rate
mortgages. In addition, commercial and multi-family real estate loans will have
shorter maturities with balloon payments due in five years or less. More
emphasis is also being placed on the origination of home equity lines of credit
and adjustable-rate second mortgages, which are normally originated at higher
rates.

As a result of these initiatives, the composition of the loan portfolio has gone
from 33% adjustable, 56% fixed and 11% balloons at December 31, 1999 to 43%
adjustable, 46% fixed and 11% balloons at June 30, 2000. During the same time
frame, core deposits have increased from 24% to 25% of

                                       9
<PAGE>   10

total deposits and certificates with original maturities of three years or more
have increased to 34% of total deposits from 24% at December 31, 1999.

There are different ways to measure the effects that repricing differences will
have on net income. Under the methodology being utilized by Franklin, based on
models developed by an outside consultant, which are tailored to the specific
characteristics of Franklin's balance sheet, Franklin's interest rate risk would
be classified as significant at June 30, 2000. Under the methodology used by the
OTS, however, Franklin's interest rate risk position would be classified as high
risk at the same date. Franklin has submitted to the OTS an interest rate risk
compliance plan, which includes many of the initiatives discussed above. The OTS
has reviewed the plan and requested additional information and clarification of
some items. If the plan is not approved or subsequently not complied with, the
OTS could take other action, which could limit Franklin's activities, growth or
earnings.

At June 30, 2000, $1.68 million of assets were classified substandard, $162,000
classified loss and $2.67 million classified as special mention compared to
$989,000 as substandard, $163,000 as loss and $3.02 million as special mention
at December 31, 1999. Non-accruing loans and accruing loans delinquent ninety
days or more, net of reserves, were $996,000 at June 30, 2000 and $777,000 at
December 31, 1999. Because of the increase in delinquent loans and substandard
assets, the Company has enhanced its collection efforts. At June 30, 2000, the
recorded investment in loans for which impairment under SFAS No. 114 has been
recognized was immaterial to the Company's financial statements.

The following table shows the activity that has occurred on loss reserves during
the six months ended June 30, 2000.


                                                      (Dollars in thousands)
           Balance at beginning of period                         $977
           Charge offs                                               1
           Additions charged to operations                          37
           Recoveries                                                0
                                                                     -
           Balance at end of period                             $1,013


During the Second Quarter of 1999, additions to loss reserves were reduced by
$163,000 due to the recapture of a specific reserve established in 1990 and 1991
against a renegotiated loan secured by a 50 unit motel located in Cincinnati,
Ohio as a result of an unanticipated payoff of the loan.

The Company's capital supports business growth, provides protection to
depositors, and represents the investment of stockholders on which management
strives to achieve adequate returns. The Company continues to enjoy a strong
capital position. At June 30, 2000, net worth was $19.99 million, which is 7.47%
of assets. At the same date, book value per share was $12.39 compared to $12.12
at December 31, 1999.

The following table summarizes, as of June 30, 2000, the regulatory capital
position of Franklin. Under the OTS prompt corrective action regulation Franklin
is considered well-capitalized.



                                       10
<PAGE>   11


Capital Standard    Actual   Required     Excess     Actual  Required   Excess
                    ------   --------     ------     ------  --------   ------
                       (Dollars in thousands)
Core               $18,451    $10,719    $ 7,732      6.89%    4.00%     2.89%
Risk-based          19,302     10,843      8,459     14.24%    8.00%     6.24%


RESULTS OF OPERATIONS

Net income was $402,000 ($0.25 per basic share) for the current quarter and
$775,000 ($0.48 per basic share) for the six months ended June 30, 2000. This
compares to earnings, excluding the one-time recapture of a loan loss reserve of
$108,000 ($0.06 per basic share) after taxes, of $360,000 ($0.21 per basic
share) for the second quarter of 1999 and $611,000 ($0.36 per basic share) for
the first six months of 1999. After recapture of the loan loss reserve, earnings
were $468,000 ($0.27 per basic share) for the second quarter of 1999 and
$719,000 ($0.42 per basic share) for the six months ended June 30, 1999. The
increase in net income during the current six-month period reflects a $340,000
increase in net interest income, less a $160,000 increase in the provision for
loan losses due to the recapture of the loan loss reserve during 1999, a decline
of $85,000 in profits on the sale of loans and investments when compared to the
same period in 1999, and a $41,000 increase in operating expenses.

Net interest income, before provisions for loan losses, was $1.61 million for
the current quarter and $3.22 million for the first six months of 2000 compared
to $1.51 and $2.88 million, respectively, for the same periods in1999. The most
significant impact on net interest income between periods relates to the
interaction of changes in the volume of and rates earned or paid on
interest-earning assets and interest-bearing liabilities. The following
rate/volume analysis describes the extent to which changes in interest rates and
the volume of interest related assets and liabilities have affected net interest
income during the periods indicated.


                                       11
<PAGE>   12

                                        For the Six Month periods ended June 30,
                                                     2000  vs   1999
                                                                         Total
                                          Increase (decrease) due to   increase
                                              Volume        Rate      (decrease)
                                              -------      -------      -------
Interest income attributable to:                    (Dollars in thousands)
  Loans receivable (1)                        $   905         ($22)     $   883
  Mortgage-backed securities                      (74)         298          224
  Investments                                      16            1           17
  FHLB stock                                       14            0           14
                                              -------      -------      -------
  Total interest-earning assets               $   861      $   277      $ 1,138

Interest expense attributable to:
  Demand deposits                             $    20      $    12      $    32
  Savings accounts                                (20)          (2)         (22)
  Certificates                                    (68)          73            5
  FHLB advances                                   695           88          783
                                              -------      -------      -------
  Total interest-bearing liabilities          $   627      $   171      $   798

Increase in net interest income               $   234      $   106      $   340

               (1)  Includes non-accruing loans.


As the above table indicates, the increase in net interest income of $340,000 is
due to a $1.14 million increase in income on interest-earning assets offset by a
$798,000 increase in the cost of interest-bearing liabilities. In both cases,
the majority of the change resulted from an increase in volume, due to an
increase in loans outstanding and borrowed money.

As the tables below illustrate, average interest-earning assets increased $22.07
million to $251.05 million during the six months ended June 30, 2000, from
$228.98 million for the six months ended June 30, 1999. Average interest-bearing
liabilities increased $20.28 million from $212.81 million for the six months
ended June 30, 1999, to $233.09 million for the current six-month period. Thus,
average net interest-earning assets increased $1.79 million when comparing the
two periods. The interest rate spread (the yield on interest-earning assets less
the cost of interest-bearing liabilities) was 2.21% for the six months ended
June 30, 2000, compared to 2.19% for the same period in 1999. The increase in
the interest rate spread was the result of an increase in the yield on
interest-earning assets from 6.88% for the six months ended June 30, 1999, to
7.18% for the same six-month period in 2000. This increase in the yield on
interest-earning assets reflects an increase in the yield on mortgage-backed
securities from 5.34% for the six months ended June 30, 1999 to 6.56% for the
current six months. This was due to the upward repricing of the interest rates
on the adjustable-rate mortgage-backed securities and a reduction in the level
of prepayments, which tend to reduce the yield because of the amortization of
the premium.



                                       12
<PAGE>   13

<TABLE>
<CAPTION>

                                                   For the Six Months ended June 30, 2000
                                                           Average
                                                         outstanding        Yield/cost
                                                         -----------        ----------
                                                    (Dollars in thousands)
<S>                                                         <C>               <C>
  Average interest-earning assets
     Loans                                                  $178,525          7.49%
     Mortgage-backed securities                               49,910          6.56%
     Investments                                              20,375          6.07%
     FHLB stock                                                2,243          6.87%
                                                            --------          ----
       Total                                                $251,053          7.18%

  Average interest-bearing liabilities
     Demand deposits                                        $ 25,569          2.14%
     Savings accounts                                         21,306          2.72%
     Certificates                                            143,147          5.57%
     FHLB advances                                            43,070          5.75%
                                                            --------          ----
       Total                                                $233,092          4.97%

Net interest-earning assets/interest rate spread            $ 17,961          2.21%

<CAPTION>

                                                   For the Six Months ended June 30,1999
                                                           Average
                                                         outstanding        Yield/cost
                                                         -----------        ----------
                                                    (Dollars in thousands)
<S>                                                         <C>               <C>
  Average interest-earning assets
     Loans                                                  $154,354          7.52%
     Mortgage-backed securities                               52,926          5.34%
     Investments                                              19,863          6.05%
     FHLB stock                                                1,840          6.85%
                                                            --------          ----
       Total                                                $228,983          6.88%

  Average interest-bearing liabilities
     Demand deposits                                        $ 23,680          2.04%
     Savings accounts                                         22,758          2.74%
     Certificates                                            147,857          5.39%
     FHLB advances                                            18,514          4.93%
                                                            --------          ----
       Total                                                $212,809          4.69%

Net interest-earning assets/interest rate spread            $ 16,174          2.19%
</TABLE>


Noninterest income was $154,000 for the quarter and $298,000 for the six months
ended June 30, 2000 compared to $180,000 for the same quarter in 1999 and
$357,000 for the six months ended June 30, 1999. The decrease in noninterest
income when comparing the six-month periods is the result of a decline in
profits on the sale of investments and mortgage-backed securities of $23,000 and
a $62,000 decrease in profits on sale of loans.

Noninterest expenses were $1.15 million for the current quarter and $2.33
million for the current six-



                                       13
<PAGE>   14
month period compared to $1.13 million for the same quarter in 1999 and $2.29
million for the six months ended June 30, 1999. As a percentage of average
assets, this is 1.83% for the six months ended June 30, 2000 compared to 1.95%
for the first six months of 1999. The increase during the current six-month
period reflects an increase in advertising expense.


                                       14
<PAGE>   15

PART II

                    FIRST FRANKLIN CORPORATION AND SUBSIDIARY

Item 1.  LEGAL PROCEEDINGS

         There are no material pending legal proceedings to which the Company or
         any of its subsidiaries 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

         At the Annual Meeting of Shareholders held on April 24, 2000, the
         following items were voted on by the shareholders:

<TABLE>
<CAPTION>
                                                                              Voting
                                                                             Negative
                                                                                 or
                                                              Affirmative     Withheld     Abstentions
         Reelection of the following directors:

<S>                                                           <C>              <C>
                  James E. Cross                              1,320,320        96,035
                  Richard H. Finan                            1,322,582        93,773


         Ratification of the selection of Clark, Schaefer,
         Hackett & Co. as independent accountants
         for the current fiscal year.                         1,375,731        35,490         5,134
</TABLE>


Item 5.  OTHER INFORMATION

         A. Press Release dated June 27, 2000
         B. Press Release dated July 13, 2000


Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

         a. Exhibit 27 - Financial Data Schedule
         b. No current reports on Form 8-K were filed during the quarter ended
            June 30, 2000



                                       15
<PAGE>   16


                           FIRST FRANKLIN CORPORATION
                    4750 Ashwood Drive Cincinnati, Ohio 45241
                        (513) 469-8000 Fax (513) 469-5360


June 27, 2000
Cincinnati, Ohio


FIRST FRANKLIN CORPORATION DECLARES QUARTERLY DIVIDEND


The Board of Directors of First Franklin Corporation has declared a dividend of
$0.075 per share for the second quarter of 2000. This is the fiftieth
consecutive dividend paid by the company. The quarterly dividend will be payable
July 17, 2000 to shareholders of record as of July 6, 2000. In accordance with
NASD regulations, the ex-dividend date for this dividend payment is expected to
be July 3, 2000. Persons who buy or sell shares should consult their brokers
regarding the timing of their transactions and the effect of the ex-dividend
date.

First Franklin is the parent of Franklin Savings which has six branch locations
in Greater Cincinnati. The Corporation's common stock is traded on the Nasdaq
National Market under the symbol "FFHS".

CONTACT: Thomas H. Siemers
         President and CEO
         (513) 469-8000



                                       16
<PAGE>   17



                           FIRST FRANKLIN CORPORATION
                    4750 Ashwood Drive Cincinnati, Ohio 45241
                        (513) 469-8000 Fax (513) 469-5360


July 13, 2000
Cincinnati, Ohio


FIRST FRANKLIN CORPORATION ANNOUNCES EARNINGS


First Franklin Corporation, the parent of Franklin Savings and Loan Company,
Cincinnati, Ohio today announced earnings of $402,000 ($0.25 per share) for the
first quarter of 2000 and $775,000 ($0.48 per share) for the six months ended
June 30, 2000. This compares to earnings, excluding the one-time recapture of a
loan loss reserve of $108,000 ($0.06 per share) after taxes, of $360,000 ($0.21
per share) for the second quarter of 1999 and $611,000 ($0.36 per share) for the
first six months of 1999. After recapture of the loan loss reserve, earnings
were $468,000 ($0.27 per share) for the second quarter of 1999 and $719,000
($0.42 per share) for the six months ended June 30, 1999.

Franklin Savings has seven offices in Greater Cincinnati. The Corporation's
common stock is traded on the Nasdaq National Market under the symbol "FFHS".

CONTACT: Thomas H. Siemers
         President and CEO
         (513) 469-8000




                                       17
<PAGE>   18


SIGNATURES

In accordance with the requirements of the Exchange Act, the Registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                   FIRST FRANKLIN CORPORATION



                                   /s/ Daniel T. Voelpel
                                   ------------------------------------------
                                   Daniel T. Voelpel
                                   Vice President and Chief Financial Officer


Date:  August 10, 2000



                                       18


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