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FFHS > SEC Filings for FFHS > Form 10-Q on 15-May-2009All Recent SEC Filings

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Form 10-Q for FIRST FRANKLIN CORP


15-May-2009

Quarterly Report


Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
GENERAL
First Franklin Corporation ("First Franklin" or the "Company") is a savings and loan holding company that was incorporated under the laws of the State of Delaware in September 1987. The Company owns all of the outstanding common stock of The Franklin Savings and Loan Company ("Franklin").
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"). The Company's assets consist of cash, interest-earning deposits, the building in which the Company's corporate offices are located and investments in Franklin and DirectTeller Systems Inc. ("DirectTeller").
Franklin is an Ohio chartered stock savings and loan association headquartered in Cincinnati, Ohio. It was originally chartered in 1883 as the Green Street Number 2 Loan and Building Company. Franklin's business consists primarily of attracting deposits from the general public and using those deposits, together with borrowings and other funds, to originate real estate loans and purchase investments. Franklin operates seven banking offices in Hamilton County, Ohio through which it offers a full range of consumer banking services, including mortgage loans, home equity and commercial lines of credit, credit and debit cards, checking accounts, auto loans, savings accounts, automated teller machines, a voice response telephone inquiry system and an internet-based banking system which allow its customers to transfer funds between financial institutions, pay bills, transfer funds between Franklin accounts, download account and transaction information into financial management software programs and inquire about account balances and transactions. 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 broker dealer. At the beginning of 2009, Franklin increased its loan origination staff, which will affect the way loans are retained in the portfolio or sold in the future. The majority of loans originated during the current quarter, and possibly in the future, will be sold with servicing transferred to the purchaser. This may cause outstanding loan balances and interest earned on loans to decline, but origination fees and profit on the sale of loans to increase. Franklin has one wholly owned subsidiary, Madison Service Corporation ("Madison"). At the present time, Madison has no operations, its only assets are cash and interest-earning deposits and its only source of income is the interest earned on its deposits.
First Franklin owns 51% of DirectTeller's outstanding common stock. DirectTeller was formed in 1989 by the Company and DataTech 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 Harland Financial Solutions, Inc. ("Harland"), a computer service bureau which offers the DirectTeller system to the financial institutions it services. The agreement with Harland gives DirectTeller a portion of the profits generated by the use of the inquiry system by Harland's clients. Harland can terminate this agreement at any time by switching the existing users to a different system. At the present time, Harland offers a comparable system and customers using its new teller platform are being converted to Harland's system. It is anticipated that sometime in the future, Harland will no longer offer the DirectTeller system. There are no assets on the consolidated balances sheet that are considered to be impaired as a result of the Company's ownership of DirectTeller.
On October 14, 2008, the FDIC established the Temporary Liquidity Guarantee Program ("TLGP") which includes the Transaction Account Guarantee Program ("TAGP"). Franklin has elected to participate in the TAGP, which provides unlimited deposit insurance coverage through December 31, 2009 for non-interest bearing transaction accounts (typically business checking accounts) and certain funds swept into non-


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interest bearing savings accounts. Franklin pays a 10 basis points fee (annualized) on the balance of each covered account in excess of $250,000, while the extra deposit insurance is in place. After December 31, 2009, the TAGP will expire and deposit insurance coverage will revert back to $100,000 per account. The TLGP also includes the Debt Guarantee Program (DGP), under which the FDIC guarantees certain senior unsecured debt of FDIC insured institutions and their holding companies. The Company is eligible to participate in the DGP, although the Company has not issued, and does not intend to issue, debt under the DGP. Because the results of operations of Madison and DirectTeller were not material to the Company's operations and financial condition, the following discussion focuses primarily on Franklin.
Statements included in this document which are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, and are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results. Factors that could cause financial performance to differ materially from that expressed in any forward-looking statement include, but are not limited to, credit risk, interest rate risk, competition, changes in the regulatory environment and changes in general business and economic trends.
CRITICAL ACCOUNTING POLICIES
The allowance for loan losses is increased by charges to income and decreased by charge-offs (net of recoveries). Management's periodic evaluation of the adequacy of the allowance is based on the Company's past loan loss experience, known and inherent risks in the portfolio, adverse situations that may affect the borrower's ability to repay, the estimated value of any underlying collateral, and current economic conditions. Changes in the overall local economy in which the Company operates may impact the allowance for loan losses. Generally, the Company establishes a specific reserve, instead of a charge-off, on a loan if the underlying collateral is valued less than the book value. This allows some flexibility in the future if the collateral value increases. Any decline in the value of real estate owned is recognized by a write-down of the book value.
Loans, including impaired loans, are generally classified as non-accrual if they are past due for a period of more than 90 days, unless such loans are well-secured and in the process of collection. Loans that are on a current payment status or past due less than 90 days may also be classified as non-accrual if repayment in full of principal and/or interest is in doubt. Loans may be returned to accrual status when all principal and interest amounts contractually due (including arrearages) are reasonably assured of repayment within an acceptable period of time, and there is a sustained period of repayment performance by the borrower, in accordance with the contractual terms of the loan. While a loan is classified as non-accrual, interest income is generally recognized on a cash basis.
A loan is defined as impaired when, based on current information and events, it is probable that a creditor will be unable to collect all amounts due according to the contractual terms of the loan agreement. The Company considers its investment in one to-four family residential loans and consumer installment loans to be homogeneous and therefore excluded from separate identification of impairment. With respect to the Company's investment in non-residential and multifamily residential real estate loans, the evaluation of impairment is based on the lower of cost or fair value of the underlying collateral.
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES Consolidated assets decreased $1.40 million (0.4%) from $318.78 million at December 31, 2008 to $317.38 million at March 31, 2009. During the first quarter of 2009, cash and investments increased $2.72


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million, loans receivable decreased $4.38 million, borrowings decreased $17.33 million and deposits increased $16.71 million. The decrease in loans receivable is due to an increase in the sale of loans, with servicing transferred to the purchaser, At the beginning of 2009, Franklin increased its loan origination staff, which will affect the way loans are retained in the portfolio or sold in the future. The majority of loans originated during the current quarter, and possibly in the future, will be sold with servicing transferred to the purchaser. This may cause outstanding loan balances and interest earned on loans to decline, but origination fees and profit on the sale of loans to increase. The increase in deposits reflects consumer's moving funds into insured deposit products from other investments.
Loan disbursements of $69.30 million occurred during the current quarter compared to loan disbursements of $16.15 million during the three months ended March 31, 2008. Mortgage loan sales of $54.77 million occurred during the current three-month period compared to loan sales of $3.71 million in the first quarter of 2008. The increase in loan disbursements during the current quarter reflects the increase in the loan origination staff discussed earlier and lower interest rates which caused many borrowers to refinance their existing loans. At March 31, 2009, Franklin had $1.71 million of commitments to originate mortgage loans, $27.15 million of mortgage loans in various stages of processing that have not been committed, $2.11 million of undisbursed loan funds held on various construction loans, commitments to sell $27.91 million of mortgage loans and $18.84 million of undisbursed consumer and commercial lines of credit. Management believes that sufficient cash flow and borrowing capacity exist to fund these commitments. Included in loans receivable at March 31, 2009 were $2.27 million of available-for-sale mortgage loans, at the lower of cost or market, which were sold in April 2009.
The Company records a zero value for the mortgage loan commitment at inception. Subsequent to inception, changes in the fair value of the loan commitment are to be recognized based on changes in the fair value of the underlying mortgage loan due to interest rate changes, changes in the probability the derivative loan commitment will be exercised, and the passage of time. In estimating fair value, the Company assigns a probability to a loan commitment based on an expectation that it will be exercised and the loan will be funded. At March 31, 2009 and December 31, 2008, the Company determined that the changes in the value of the mortgage loan commitment were immaterial.
The Company carefully evaluates all loan sales agreements to determine whether they meet the definition of a derivative under Statement of Financial Standards "SFAS" No. 133 as facts and circumstances may differ significantly. If agreements qualify, to protect against the price risk inherent in derivative loan commitments, the Company utilizes both "mandatory delivery" and "best efforts" forward loan sale commitments to mitigate the risk of potential decreases in the values of loans that would result from the exercise of the derivative loan commitments. Mandatory delivery contracts are accounted for as derivative instruments. Generally, the Company's best efforts contracts also meet the definition of derivative instruments after the loan to the borrower has closed. Accordingly, forward loan sale commitments that economically hedge the closed loan inventory are recognized at fair value on the consolidated balance sheet in other assets and other liabilities with changes in their fair values recorded in net gain on sale of loans. The Company has determined that the estimate of the fair value of its forward loan sales commitments is immaterial to the financial statements.
Liquid assets increased $2.72 million during the quarter ended March 31, 2009 to $23.57 million. This increase reflects loan and mortgage-backed securities repayments of $19.64 million, loan sales of $54.77 million and deposit growth of $16.71 million, less loan disbursements of $69.30 million and repayment of borrowings of $17.33 million. At March 31, 2009, liquid assets were 7.43% 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 March 31, 2009. No securities are classified as trading.

                                  Amortized       Unrealized      Unrealized       Market
                                    Cost            Gains           Losses         Value
                                                  (Dollars in thousands)
    Available-for-sale
    Investment securities        $    13,858     $         87     $         0     $ 13,945
    Mortgage-backed securities         3,104               38               9        3,133
    Held-to-maturity
    Mortgage-backed securities         4,785              165               0        4,950

                                 $    21,747     $        290     $         9     $ 22,028

Management has the intent to hold these securities for the foreseeable future. The increase in market value is due to a decline in market interest rates. The fair value of mortgage-backed securities with unrealized losses is expected to recover as they approach their maturity dates.
At March 31, 2009, deposits were $239.82 million compared to $223.11 million at December 31, 2008, an increase of $16.71 million. During the current quarter, consumers moved funds into insured deposit products from uninsured investments, such as stocks, bonds and mutual funds, due to the uncertainty in the financial markets. As a result, core deposits increased $3.94 million and certificates increased $12.77 million. Interest of $1.67 million during the current quarter was credited to accounts. After eliminating the effect of interest credited, deposits increased $15.04 during the quarter ended March 31, 2009. At March 31, 2009, Franklin had outstanding FHLB advances of $51.15 million at an average cost of


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3.83%. During the quarter, Franklin used the unexpected deposit inflow to repay borrowings by $17.33 million. During the next twelve months, required principal reduction on these borrowings will be $20.07 million. Management believes that the Company has sufficient cash flow to meet these commitments and maintain desired liquidity levels.
At March 31, 2009, $13.49 million of assets were classified substandard, no assets were classified doubtful, $1.90 million were classified loss and $3.96 million were designated by management as special mention, compared to $9.70 million as substandard, $2.23 million as loss and $3.80 million designated as special mention at December 31, 2008. Non-accruing loans and accruing loans delinquent 90 days or more, net of reserves, were $8.26 million at March 31, 2009 and $5.20 million at December 31, 2008. The increase in assets classified substandard and non-accruing loans is due to the addition of a $759,000 mortgage loan secured by a church, a single family home with a book value of $1.66 million and 11 other mortgage loans secured by one-to four-family properties with an aggregate net book value of $1.24 million. At March 31, 2009, the recorded investment in loans for which impairment has been recognized was approximately $5.49 million with related reserves of $1.72 million. Because of the current state of the real estate market, and the economy in general, Franklin believes that non-performing assets may increase. Resolving these problem assets may be a long-term process. The decrease in total loss reserves shown in the table below is the result of $452,000 in charge-offs, which included $230,000 on a multi-family loan and $186,000 on one-to four-family non-owner occupied properties.
The following table shows the activity that has occurred on loss reserves during the three months ended March 31, 2009.

                                               (Dollars in thousands)
            Balance at beginning of period    $                  3,668
            Charge offs                                            452
            Additions charged to operations                        176
            Transfers to real estate owned                           0
            Recoveries                                               0

            Balance at end of period          $                  3,392

The Company's capital supports business growth, provides protection to depositors, and represents the investment of stockholders. The Company and Franklin continue to enjoy a strong capital position. At March 31, 2009, net worth was $24.18 million, which was 7.62% of assets. At the same date, book value per share was $14.39 compared to $14.19 per share at December 31, 2008. The following table summarizes, as of March 31, 2009, Franklin's regulatory capital position in dollars and as a percentage of assets.

                        Actual      Required       Excess      Actual       Required      Excess
                             (Dollars in thousands)
    Capital Standard
    Core               $ 23,252     $  12,666       10,586        7.34 %         4.00 %      3.34 %
    Risk-based           24,748        17,533        7,215       11.29 %         8.00 %      3.29 %

The Company has voluntarily suspended payment of dividends in order to conserve capital. Further, the Company entered into an agreement with the OTS not to pay dividends or capital distributions, or repurchase shares, without OTS approval. Management does not believe that any other matters in this agreement with the OTS are material.
COMPREHENSIVE INCOME
Comprehensive income for the three months ended March 31, 2009 and 2008 was $261,000 and $87,000, 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.


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RESULTS OF OPERATIONS
Net income was $260,000 ($0.15 per basic share) for the current quarter compared to $104,000 ($0.06 per basic share) for the quarter ended March 31, 2008. The increase in income before taxes during the current three-month period, when compared to the same period in 2008, reflects increases of $100,000 in net interest income and $565,000 in profits on the sale of loans, which were partially offset by increases of $226,000 in noninterest expenses and $87,000 in provisions for loan losses and a decrease of $83,000 in profits on the sale of investments.
Net interest income, before provisions for loan losses, was $1.58 million for the current quarter compared to $1.48 million for the first quarter of 2008. 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. As the table illustrates, the increase in net interest income is primarily due to a decline in the interest paid on liabilities, not increased income on interest-earning assets. At the beginning of 2009, Franklin increased its loan origination staff, which will affect the way loans are retained in the portfolio or sold in the future. The majority of loans originated during the current quarter, and possibly in the future, will be sold with servicing transferred to the purchaser. This may cause outstanding loan balances and interest earned on loans to decline, but origination fees and profit on the sale of loans to increase.

                                                                For the three month periods ended March 31,
                                                                               2009 vs 2008
                                                                                                           Total
                                                              Increase (decrease) due to                 increase
                                                           Volume                   Rate                (decrease)
                                                                          (Dollars in thousands)
Interest income attributable to:
Loans receivable (1)                                             ($66 )                  ($235 )              ($301 )
Mortgage-backed securities                                         35                       21                   56
Investment securities                                              19                      (69 )                (50 )
FHLB stock                                                          2                       (9 )                 (7 )

Total interest-earning assets                                    ($10 )                  ($292 )              ($302 )

Interest expense attributable to:
Demand deposits                                         $           0                     ($39 )               ($39 )
Savings accounts                                                    1                      (48 )                (47 )
Certificates                                                       85                     (234 )               (149 )
FHLB advances and other borrowings                                (25 )                   (142 )               (167 )

Total interest-bearing liabilities                      $          61                    ($463 )              ($402 )

Decrease in net interest income                                  ($71 )        $           171          $       100

(1) Includes non-accruing loans.

Managing interest rate risk is fundamental to banking. Financial institutions must manage the inherently different maturity and repricing characteristics of their lending and deposit products to achieve a desired level of earnings and to limit their exposure to changes in interest rates. Franklin is subject to interest rate risk to the degree that its interest-bearing liabilities, consisting principally of customer deposits and FHLB advances, mature or reprice more or less frequently, or on a different basis, than its interest-earning assets, which consist primarily of loans, mortgage-backed securities and investment securities. While having assets that mature or reprice more rapidly than liabilities may be beneficial in times of rising interest rates, such an asset/liability structure may have the opposite effect during periods of declining interest rates. Conversely, having liabilities that reprice or mature more rapidly than assets may adversely affect net interest income during periods of rising interest rates. As of December 31, 2008, Franklin was rated in the most favorable interest rate risk category under OTS guidelines.


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As the tables below illustrate, average interest-earning assets decreased $176,000 to $301.58 million during the three months ended March 31, 2009, from $301.76 million for the three months ended March 31, 2008. Average interest-bearing liabilities increased $5.19 million from $290.75 million for the three months ended March 31, 2008, to $295.94 million for the current three-month period. Thus, average net interest-earning assets decreased $5.37 million when comparing the two periods. The interest rate spread (the yield on interest-earning assets less the cost of interest-bearing liabilities) was 2.02% for the three months ended March 31, 2009, compared to 1.81% for the same period in 2008. The increase in the interest rate spread was the result of a decrease in the cost of interest-bearing liabilities from 3.96% for the three months ended March 31, 2008, to 3.35% for the same three-month period in 2009. During the same period, the yield on interest-earning assets decreased from 5.77% to 5.37%. The majority of the decrease in the cost of interest-bearing liabilities is the result of decreases in the cost of savings deposits from 1.43% to 0.77%, demand deposits from 0.90% to 0.39% and certificates from 4.60% to 4.08% and the decrease in the yield on interest-earning assets is the result of a decrease in the yield on loans from 5.83% to 5.48% and investment securities from 5.62% to 4.08%.


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                                                                      For the three months ended March 31, 2009
                                                                          Average
                                                                        outstanding                   Yield/cost
                                                                   (Dollars in thousands)
Average interest-earning assets
Loans                                                             $                271,069                     5.48 %
Mortgage-backed securities                                                           8,065                     5.06 %
Investment securities                                                               17,458                     4.08 %
FHLB stock                                                                           4,991                     4.49 %

Total                                                             $                301,583                     5.37 %

Average interest-bearing liabilities
Demand deposits                                                   $                 31,402                     0.39 %
Savings accounts                                                                    28,758                     0.77 %
Certificates                                                                       174,355                     4.08 %
FHLB advances                                                                       61,428                     3.99 %

Total                                                             $                295,943                     3.35 %

Net interest-earning assets/interest rate spread                  $                  5,640                     2.02 %



                                                                      For the three months ended March 31, 2008
                                                                          Average
                                                                        outstanding                   Yield/cost
                                                                   (Dollars in thousands)
Average interest-earning assets
Loans                                                             $                275,748                     5.83 %
Mortgage-backed securities                                                           4,957                     3.71 %
Investment securities                                                               16,236                     5.62 %
FHLB stock                                                                           4,818                     5.23 %
. . .
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