Item 1. FINANCIAL STATEMENTS
FIRST FRANKLIN CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
| Sept. 30, 2007 | Dec. 31, 2006 | |||||||
| (Unaudited) | ||||||||
ASSETS |
||||||||
Cash, including certificates of deposit and other interest-earning
deposits of $100 at 09/30/07 and $3,100 at 12/31/06 |
$ | 3,354 | $ | 7,828 | ||||
Investment securities: |
||||||||
Securities available-for-sale, at market value
(amortized cost of $20,010 at 09/30/07 and $22,038 at 12/31/06) |
19,840 | 21,725 | ||||||
Mortgage-backed securities: |
||||||||
Securities available-for-sale, at market value
(amortized cost of $3,526 at 09/30/07 and $4,889 at 12/31/06) |
3,543 | 4,900 | ||||||
Securities held-to-maturity, at amortized cost
(market value of $363 at 09/30/07 and $486 at 12/31/06) |
349 | 473 | ||||||
Loans receivable, net |
274,940 | 278,253 | ||||||
Investment in Federal Home Loan Bank of Cincinnati stock, at cost |
4,797 | 4,797 | ||||||
Real estate owned, net |
1,005 | 408 | ||||||
Accrued interest receivable |
1,413 | 1,120 | ||||||
Property and equipment, net |
3,810 | 4,084 | ||||||
Bank owned life insurance |
5,460 | 5,293 | ||||||
Other assets |
1,819 | 3,158 | ||||||
Total assets |
$ | 320,330 | $ | 332,039 | ||||
LIABILITIES |
||||||||
Deposits |
$ | 228,635 | $ | 231,179 | ||||
Borrowings |
63,583 | 72,217 | ||||||
Advances by borrowers for taxes and insurance |
1,692 | 2,036 | ||||||
Other liabilities |
527 | 456 | ||||||
Total liabilities |
294,437 | 305,888 | ||||||
Minority interest in consolidated subsidiary |
242 | 405 | ||||||
STOCKHOLDERS EQUITY |
||||||||
Preferred stock $.01 par value, 500,000 shares authorized,
none issued and outstanding |
| | ||||||
Common stock $.01 par value, 2,500,000 shares authorized,
2,010,867 shares issued at 09/30/07 and 12/31/06 |
13 | 13 | ||||||
Additional paid-in capital |
6,189 | 6,189 | ||||||
Treasury
stock, at cost 330,183 shares at 09/30/07 and
324,882 shares at 12/31/06 |
(3,270 | ) | (3,174 | ) | ||||
Retained earnings, substantially restricted |
22,841 | 22,927 | ||||||
Accumulated other comprehensive income: |
||||||||
Unrealized loss on available-for-sale securities, net
of taxes of $(62) at 09/30/07 and $(108) at 12/31/06 |
(122 | ) | (209 | ) | ||||
Total stockholders equity |
25,651 | 25,746 | ||||||
| $ | 320,330 | $ | 332,039 | |||||
The accompanying notes are an integral part of the consolidated financial statements.
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FIRST FRANKLIN CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
(Dollars in thousands, except per share data)
CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
(Dollars in thousands, except per share data)
| For the three months ended | For the nine months ended | |||||||||||||||
| Sept. 30, 2007 | Sept. 30, 2006 | Sept. 30, 2007 | Sept. 30, 2006 | |||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||
Interest income: |
||||||||||||||||
Loans receivable |
$ | 4,086 | $ | 4,173 | $ | 12,367 | $ | 11,579 | ||||||||
Mortgage-backed securities |
58 | 77 | 187 | 239 | ||||||||||||
Investments |
383 | 344 | 1,238 | 998 | ||||||||||||
| 4,527 | 4,594 | 13,792 | 12,816 | |||||||||||||
Interest expense: |
||||||||||||||||
Deposits |
2,194 | 2,055 | 6,561 | 5,667 | ||||||||||||
Borrowings |
810 | 846 | 2,564 | 2,204 | ||||||||||||
| 3,004 | 2,901 | 9,125 | 7,871 | |||||||||||||
Net interest income |
1,523 | 1,693 | 4,667 | 4,945 | ||||||||||||
Provision for loan losses |
41 | 215 | 186 | 331 | ||||||||||||
Net interest income after provision
for loan losses |
1,482 | 1,478 | 4,481 | 4,614 | ||||||||||||
Noninterest income: |
||||||||||||||||
Gain on loans sold |
27 | 7 | 95 | 31 | ||||||||||||
Gain on sale of investments |
12 | | 12 | 5 | ||||||||||||
Gain on sale of Intrieve investment |
| | | 42 | ||||||||||||
Gain on sale of Financial Institution
Partners III investment |
| | | 575 | ||||||||||||
Service fees on checking accounts |
216 | 139 | 620 | 427 | ||||||||||||
Other income |
172 | 127 | 532 | 424 | ||||||||||||
| 427 | 273 | 1,259 | 1,504 | |||||||||||||
Noninterest expense: |
||||||||||||||||
Salaries and employee benefits |
718 | 725 | 2,170 | 2,150 | ||||||||||||
Occupancy |
254 | 267 | 774 | 777 | ||||||||||||
Federal deposit insurance premiums |
7 | 7 | 21 | 21 | ||||||||||||
Advertising |
69 | 71 | 178 | 231 | ||||||||||||
Service bureau |
126 | 111 | 385 | 323 | ||||||||||||
Other |
622 | 482 | 1,746 | 1,411 | ||||||||||||
| 1,796 | 1,663 | 5,274 | 4,913 | |||||||||||||
Income before federal income taxes |
113 | 88 | 466 | 1,205 | ||||||||||||
Provision for federal income taxes |
9 | 19 | 99 | 381 | ||||||||||||
Net income |
$ | 104 | $ | 69 | $ | 367 | $ | 824 | ||||||||
Retained
EarningsBeginning of period |
$ | 22,887 | $ | 22,629 | $ | 22,927 | $ | 22,177 | ||||||||
Net Income |
104 | 69 | 367 | 824 | ||||||||||||
Less: Dividends declared |
(150 | ) | (152 | ) | (453 | ) | (455 | ) | ||||||||
Retained
Earningsend of period |
$ | 22,841 | $ | 22,546 | $ | 22,841 | $ | 22,546 | ||||||||
Net income per common share: |
||||||||||||||||
Basic |
$ | 0.06 | $ | 0.04 | $ | 0.22 | $ | 0.49 | ||||||||
Diluted |
$ | 0.06 | $ | 0.04 | $ | 0.22 | $ | 0.48 | ||||||||
The accompanying notes are an integral part of the consolidated financial statements.
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FIRST FRANKLIN CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
| For the nine months ended | ||||||||
| Sept. 30, 2007 | Sept. 30, 2006 | |||||||
| (unaudited) | (unaudited) | |||||||
Cash flows from operating activities: |
||||||||
Net income |
$ | 367 | $ | 824 | ||||
Adjustments to reconcile net income to net cash
provided (used) by operating activities: |
||||||||
Provision for loan losses |
186 | 331 | ||||||
Gain on sale of investments |
(12 | ) | (5 | ) | ||||
Gain on sale of Intrieve investment |
| (42 | ) | |||||
Gain on sale of Financial Institution Partners III investment |
| (575 | ) | |||||
Depreciation and amortization |
315 | 274 | ||||||
FHLB stock dividends |
| (197 | ) | |||||
Bank Owned Life Insurance |
(166 | ) | (92 | ) | ||||
Increase in accrued interest receivable |
(293 | ) | (263 | ) | ||||
Increase in other assets |
(19 | ) | (285 | ) | ||||
Increase (decrease) in other liabilities |
71 | (26 | ) | |||||
Other, net |
(1,163 | ) | (113 | ) | ||||
Proceeds from sale of loans originated for sale |
7,261 | 4,252 | ||||||
Disbursements on loans originated for sale |
(7,049 | ) | (3,287 | ) | ||||
Net cash provided (used) by operating activities |
(502 | ) | 796 | |||||
Cash flows from investing activities: |
||||||||
Net change in loans receivable |
2,697 | (34,269 | ) | |||||
Principal reduction on mortgage-backed securities |
1,483 | 1,840 | ||||||
Proceeds from sale of SBA loans |
206 | | ||||||
Proceeds from sale of student loans |
223 | 264 | ||||||
Proceeds from maturities/calls of investment securities: |
||||||||
Available-for-sale |
2,050 | 2,000 | ||||||
Decrease (increase) in real estate owned |
(55 | ) | 15 | |||||
Proceeds from sale of Intrieve investment |
| 42 | ||||||
Proceeds from sale of Financial Institutions Partners III investment |
1,358 | 1,350 | ||||||
Dividend from DirectTeller Systems Inc. |
153 | | ||||||
Capital expenditures |
(15 | ) | (124 | ) | ||||
Net cash provided (used) by investing activities |
8,100 | (28,882 | ) | |||||
Cash flows from financing activities: |
||||||||
Net change in deposits |
(2,544 | ) | 15,175 | |||||
Net change in borrowed money |
(8,635 | ) | 11,362 | |||||
Decrease in advances by borrowers for taxes and insurance |
(344 | ) | (285 | ) | ||||
Issuance (purchase) of treasury stock |
(96 | ) | 361 | |||||
Payment of dividends |
(453 | ) | (455 | ) | ||||
Net cash provided (used) by financing activities |
(12,072 | ) | 26,158 | |||||
Net decrease in cash |
(4,474 | ) | (1,928 | ) | ||||
Cash at beginning of year |
7,828 | 5,116 | ||||||
Cash at end of year |
$ | 3,354 | $ | 3,188 | ||||
The accompanying notes are an integral part of the consolidated financial statements.
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FIRST FRANKLIN CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
BASIS OF PRESENTATION
The accompanying unaudited interim consolidated financial statements of First Franklin Corporation
(the Company or First Franklin) 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, 2007 are not necessarily indicative of the results that may
be expected for the full year. The December 31, 2006 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
In March 2006, the Financial Accounting Standards Board (FASB) issued Statement of Financial
Accounting Standards (SFAS) No. 156,
Accounting for Servicing of Financial Assets an amendment
of FASB Statement No. 140. SFAS No. 156 requires an entity to recognize a servicing asset or
servicing liability each time it undertakes an obligation to service a financial asset by entering
into a servicing contract under specific situations, which includes the transfer of financial
assets that meet the requirements of sale accounting. It also requires that separately recognized
servicing assets and liabilities be initially valued at fair value, if practical, and permits the
entity to choose either the amortization method or fair value measurement method for subsequent
measurement methods of each class of servicing assets or liabilities for reporting in the entitys
financial statements. It also requires separate presentation of servicing assets and servicing
liabilities in the financial statements. The effective date of the pronouncement is for fiscal
periods that begin after September 15, 2006 with earlier adoption allowed provided the entity has
not yet issued financial statements, including interim financial statements. The Company adopted
SFAS No. 156 as of January 1, 2007, applying the amortization method without financial statement
effect.
In
July 2006, the FASB issued Interpretation No. 48 (FIN 48), Accounting for Uncertainty in Income
Taxes. The interpretation clarifies the accounting for uncertainty in income taxes recognized in a
companys financial statements in accordance with SFAS No. 109, Accounting for Income Taxes.
Specifically, FIN 48 prescribes a recognition threshold and a measurement attribute for the
financial statement recognition and measurement of a tax provision taken or expected to be taken on
a tax return. FIN 48 also provides guidance on the related derecognition, classification, interest
and penalties, accounting for interim periods, disclosure, and transition of uncertain tax
position. FIN 48 is effective for fiscal years beginning after
December 15, 2006. The Company has adopted FIN 48 without effect on the Companys financial
position or results of operations.
In September 2006,
the FASB issued SFAS No. 157, Fair Value Measurements. SFAS No. 157 defines
fair value, establishes a framework for measuring fair value in generally accepted accounting
principles, and expands disclosures about fair value measurements. This Statement applies under
other accounting pronouncements that require or permit fair value measurements, which concluded in
those pronouncements that fair value is a relevant measurement attribute. Accordingly, this
Statement does not require new fair value measurements. The statement is effective for financial
statements issued for fiscal years beginning after November 15, 2007 and interim periods within
those fiscal years. Management does not expect an impact from the adoption of this Statement.
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In September 2006, the Emerging Issues Task Force (EITF) reached a consensus on EITF Issue No.
06-4, Accounting for Deferred Compensation and Postretirement Benefit Aspects of Endorsement
Split-Dollar Life Insurance Arrangements. The issue requires that an employer who issues an
endorsement split-dollar life insurance arrangement that provides a benefit to an employee should
recognize a liability for future benefits in accordance with FASB Statement No. 106, Employers
Accounting for Postretirement Benefits Other Than Pensions if in substance, a postretirement plan
exists, or Accounting Principles Board (APB) Opinion No. 12, Omnibus Opinion, if the
arrangement is, in substance, an individual deferred compensation contract, based on the
substantive agreement with the employee. This issue is effective for fiscal years beginning after
December 31, 2007 with earlier application permitted. Management is currently assessing the impact
of the Issue on the Companys financial statements.
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and
Financial Liabilities - Including an Amendment of FASB Statement No. 115. SFAS No. 159 permits an
entity to choose to measure many financial instruments and certain other items at fair value. Most
of the provisions in Statement No. 159 are elective. However, the amendment to FASB Statement No.
115 applies to all entities with available-for-sale and trading securities. The fair value option
established by Statement No. 159 permits all entities to choose to measure eligible items at fair
value at specified election dates. An entity will report unrealized gains and losses on items for
which the fair value option has been elected in earnings at each subsequent reporting date. The
effective date of the statement is for the first fiscal period that begins after November 15, 2007
with earlier adoption allowed with specific requirements of the statement. Management is currently
assessing the impact of the statement on the Companys financial statements.
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Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
GENERAL
First Franklin Corporation (the Company or First Franklin) 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 stock of The Franklin Savings and Loan Company (Franklin).
First Franklins mission is to maximize the value of the Company for its stockholders by adhering
to the following values:
| 1. | Exceed customers expectations regarding service and products. | ||
| 2. | Achieve success through our employees efforts. | ||
| 3. | Stockholder satisfaction will enable us to continue serving our customers. | ||
| 4. | Support the communities we serve. | ||
| 5. | Combine business success with integrity. |
The Companys operating philosophy is to be an efficient and profitable financial services
organization with a professional staff committed to producing stockholder value by structuring and
delivering quality services that attract customers and satisfy their needs and preferences.
Managements goal is to maintain profitability and a strong capital position. It seeks to
accomplish this goal by pursuing the following strategies: (i) emphasizing real estate lending in
both the residential and commercial mortgage markets, (ii) managing liability pricing, (iii)
controlling interest rate risk, (iv) controlling operating expenses, (v) using technology to
improve employee efficiency, and (vi) maintaining asset quality.
The Company is subject to examination and supervision by the Office of Thrift Supervision (OTS),
although the Companys activities are not limited by the OTS as long as certain conditions are met.
The Companys assets consist of cash, interest-earning deposits, the building
in which the Companys corporate offices are located and investments in Franklin and DirectTeller Systems Inc. (DirectTeller).
Franklin is an Ohio stock savings and loan headquartered in Cincinnati, Ohio. It was originally
chartered in 1883 as the Green Street Number 2 Loan and Building Company. Franklins 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
allows 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.
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 that time. At the present time, Madisons assets consist
solely of cash and interest-earning deposits and its only source of income is the interest earned
on these deposits.
The Company owns 51% of DirectTellers 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
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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 Harlands clients. Harland currently offers a competing system to
customers switching to its new teller platform, and it is anticipated that it will totally phase
out the use of the DirectTeller system over the next two to three years. DirectTeller has completed
development of a Customer Relationship Management (CRM) system which is designed to be integrated
with a Voice Over Internet Protocol (VOIP) telephone system. Franklin is using both the VOIP
telephone system and the CRM program.
In September 2006, management and the Board of Directors reviewed the Companys strategic plan and
established various strategic objectives for the next three years. The primary objectives of this
plan are profitability, independence, capital adequacy and enhancing stockholder value. During the
next two years, management will continue to emphasize expanding Franklins consumer and commercial
loan portfolios, using technology to improve efficiency, restructuring Franklins deposit
portfolio to put more emphasis on core deposits and cross-selling of services, and enhancing the
efficiency of its staff. Management and the Board of Directors met this past September to review
the progress being made and discuss any changes needed, and decided to continue following the
current plan while placing additional emphasis on earnings improvement.
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.
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
Consolidated assets decreased $11.71 million (3.5%) from $332.04 million at December 31, 2006 to
$320.33 million at September 30, 2007, compared to a $26.94 million (9.1%) increase for the same
period in 2006. During 2007, the Company experienced decreases of $1.48 million in mortgage-backed
securities, $6.36 million in cash and investments, $3.31 million in loans outstanding, $2.54
million in deposits and $8.63 million in borrowings.
Loan disbursements were $40.31 million during the current nine-month period compared to $83.21
million during the nine months ended September 30, 2006. Disbursements during the third quarter of
2007 were $16.30 million, compared to $22.74 million during the same quarter in 2006. The decrease
in loan disbursements reflects a general slowdown in the housing market. Mortgage loan sales were
$7.26 million during the current nine-month period compared to $4.25 million during the nine months
ended September 30, 2006. The increase in loan sales is the result of increased consumer demand for
fixed-rate loans, which Franklin sells in the secondary market. At September 30, 2007, commitments
to originate mortgage loans were $1.49 million and $1.81 million of undisbursed loan funds were
being held on various construction loans. Franklin also had undisbursed lines of credit on consumer
and commercial loans of approximately $19.03 million. Management believes that sufficient cash flow
and borrowing capacity exist to fund these commitments.
Liquid assets decreased $6.36 million during the nine months ended September 30, 2007, to $23.19
million. This decrease reflects the repayment of borrowings of $8.63 million, a decrease in
deposits of $2.54 million and loan disbursements of $40.31 million which were partially offset by
loan and mortgage-backed securities repayments of $37.76 million and mortgage loan sales of $7.26
million.
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At September 30, 2007, liquid assets were 7.24% of total assets.
The
Companys investment and mortgage-backed securities are
classified based on the Companys
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, 2007. No securities are classified as trading.
| Amortized | Unrealized | Unrealized | Market | |||||||||||||
| Cost | Gains | Losses | Value | |||||||||||||
| (Dollars in thousands) | ||||||||||||||||
Available-for-sale |
||||||||||||||||
Investment securities |
$ | 20,010 | $ | 28 | $ | 198 | $ | 19,840 | ||||||||
Mortgage-backed securities |
3,526 | 28 | 11 | 3,543 | ||||||||||||
Held-to-maturity |
||||||||||||||||
Mortgage-backed securities |
349 | 14 | 0 | 363 | ||||||||||||
| $ | 23,885 | $ | 70 | $ | 209 | $ | 23,746 | |||||||||
Management has the intent to hold these securities for the foreseeable future. The decline in
market value is due to an increase in market interest rates. The fair value is expected to recover
as the securities approach their maturity dates.
At September 30, 2007, deposits were $228.64 million, compared to $231.18 million at December 31,
2006, a decrease of $2.54 million during the current nine-month period. The majority of the
decrease in deposits was due to consumers with maturing certificates of deposit moving to higher
yielding investments. Interest of $5.88 million was credited to accounts during the nine months.
After eliminating the effect of interest credited, deposits decreased $8.42 million during the
nine-month period ended September 30, 2007.
At
September 30, 2007, Franklin had outstanding Federal Home Loan Bank (FHLB) advances of $63.58
million at an average cost of 4.99%. During the next twelve months, required principal reduction on
the FHLB advances will be $15.08 million. The Company had no other borrowings outstanding at
September 30, 2007.
At September 30, 2007, $5.78 million of assets were classified substandard, no assets were
classified doubtful, $1.03 million were classified loss and $4.10 million were designated by
management as special mention compared to $4.44 million as substandard, $817,000 as loss and $3.90
million designated as special mention at December 31, 2006. Non-accruing loans and accruing loans
delinquent ninety days or more, net of reserves, were $3.67 million at September 30, 2007 and $3.24
million at December 31, 2006. At September 30, 2007, the recorded investment in loans for which
impairment has been recognized was approximately $1.12 million with specific reserves of $706,000.
The increases in assets classified substandard and loss, real estate owned and non-accruing loans
reflect the overall economic conditions being experienced in the real estate market. Management is
taking steps to attempt to lessen the negative effects of the overall economic conditions.
The following table shows the activity that has occurred on loan loss reserves during the nine
months ended September 30, 2007.
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| (Dollars in thousands) | ||||
Balance at beginning of period |
$ | 1,613 | ||
Charge offs |
210 | |||
Additions charged to operations |
186 | |||
Transfers to real estate owned |
318 | |||
Recoveries |
33 | |||
Balance at end of period |
$ | 1,304 | ||
The
Companys capital supports business growth, provides protection to depositors, and represents
the investment of stockholders on which management strives to achieve adequate returns. The
Company and Franklin continue to enjoy a strong capital position. At September 30, 2007, net worth
was $25.65 million, which is 8.01% of total assets. At the same date, book value per share was
$15.26, compared to $15.27 per share at December 31, 2006.
The
following table summarizes, as of September 30, 2007, Franklins regulatory capital position in
dollars and as a percentage of assets..
| Capital Standard | Actual | Required | Excess | Actual | Required | Excess | ||||||||||||||||||
| (Dollars in thousands) | ||||||||||||||||||||||||
Core |
$ | 24,044 | $ | 12,797 | $ | 11,247 | 7.52 | % | 4.00 | % | 3.52 | % | ||||||||||||
Risk-based |
24,645 | 17,053 | 7,592 | 11.56 | % | 8.00 | % | 3.56 | % | |||||||||||||||
COMPREHENSIVE INCOME
Comprehensive income for the nine months ended September 30, 2007 and 2006 was $393,000 and
$710,000, respectively. The difference between net income and comprehensive income is the effect of
unrealized gains and losses, net of taxes, on available-for-sale securities.
RESULTS OF OPERATIONS
The Company had net income of $104,000 ($0.06 per basic share) for the current quarter and $367,000
($0.22 per basic share) for the nine months ended September 30, 2007 compared to net income of
$69,000 ($0.04 per basic share) for the third quarter of 2006 and $824,000 ($0.49 per basic share)
for the nine months ended September 30, 2006. The decrease in net income during the current
nine-month period reflects increases of $193,000 in checking account fees and $64,000 in gains on
loans sold and a decrease of $145,000 in loan loss provisions, which were more than offset by
increases of $361,000 in operating expenses and decreases of $278,000 in net interest income and
$610,000 in gains on the sale of investments. During the second quarter of 2006 the Company
realized an approximate $575,000 profit on the withdrawal of capital from its investment in
Financial Institutions Partners III (FIP III) and an additional profit of $42,000 on the 2005
sale of Franklin and Madisons investment in Intrieve, Incorporated. The decline in the loan loss
reserve provision reflects the absence of sizable reserves that were established in 2006 on two
large commercial loans.
Net interest income, before provisions for loan losses, was $1.52 million for the current quarter
and $4.67 million for the first nine months of 2007, compared to $1.69 million and $4.95 million,
respectively, for the same periods in 2006. 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.
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| For the nine month periods ended September 30, | ||||||||||||
| 2007 vs 2006 | ||||||||||||
| Total | ||||||||||||
| Increase (decrease) due to | increase | |||||||||||
| Volume | Rate | (decrease) | ||||||||||
| (Dollars in thousands) | ||||||||||||
Interest income attributable to: |
||||||||||||
Loans receivable (1) |
$ | 501 | $ | 287 | $ | 788 | ||||||
Mortgage-backed securities |
(104 | ) | 52 | (52 | ) | |||||||
Investments |
36 | 170 | 206 | |||||||||
FHLB stock |
8 | 26 | 34 | |||||||||
Total interest-earning assets |
$ | 441 | $ | 535 | $ | 976 | ||||||
Interest expense attributable to: |
||||||||||||
Demand deposits |
($20 | ) | $ | 51 | $ | 31 | ||||||
Savings accounts |
23 | 147 | 170 | |||||||||
Certificates |
67 | 626 | 693 | |||||||||
FHLB advances and other borrowings |
398 | (38 | ) | 360 | ||||||||
Total interest-bearing liabilities |
$ | 468 | $ | 786 | $ | 1,254 | ||||||
Increase in net interest income |
($27 | ) | ($251 | ) | ($278 | ) | ||||||
| (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 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 principally 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 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 June 30, 2007, Franklins assets
repriced or matured more rapidly than its liabilities. As the table above indicates, more
interest-earning assets than interest-costing liabilities repricing when interest rates are
declining has caused net interest income to decline during the period. As of June 30, 2007,
Franklin was rated in the most favorable interest rate risk category under OTS guidelines.
As the tables below illustrate, average interest-earning assets increased $10.17 million to $307.65
million at September 30, 2007, from $297.48 million at September 30, 2006. Average interest-bearing
liabilities increased $12.14 million from $284.81 million at September 30, 2006, to $296.95 million
at September 30, 2007. Thus, average net interest-earning assets decreased $1.97 million when
comparing the two periods. The interest rate spread (the yield on interest-earning assets less the
cost of interest-bearing liabilities) was 1.88% for the nine months ended September 30, 2007,
compared to 2.06% for the same period in 2006. The decrease in the interest rate spread was the
result of an increase in the cost of interest-bearing liabilities from 3.68% to 4.10% The majority
of the increase in the cost of interest-bearing liabilities is the result of an increase in the
cost of certificates of deposit from 4.15% to 4.64% and an increase in the cost of savings accounts
from 1.11% to 1.78%. The increase in the cost of certificates is the result of maturing
certificates renewing at significantly higher market rates and the increase in the cost of savings
accounts is due to a new program that offers higher rates on higher balance accounts. Based on
current market conditions, Franklin anticipates lowering the interest rates paid on maturing
certificates and various core deposit accounts. Management expect this will result in a slow
increase in the interest rate spread back to normal historical levels. During the same period, the
yield on interest-earning assets increased from 5.74% for the nine months ended September 30, 2006,
to 5.98% for the same nine-month period in 2007 due to an increase in market interest rates on
loans and investments.
12
Table of Contents
| For the nine months ended September 30, 2007 | ||||||||
| Average | ||||||||
| outstanding | Yield/cost | |||||||
| (Dollars in thousands) | ||||||||
Average interest-earning assets |
||||||||
Loans |
$ | 274,263 | 6.01 | % | ||||
Mortgage-backed securities |
4,543 | 5.49 | % | |||||
Investments |
24,046 | 5.58 | % | |||||
FHLB stock |
||||||||