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EX-21 - SEC FORM 10-K EXHIBIT 21 - 1st FRANKLIN FINANCIAL CORPexhibit21subisidiaries.htm
EX-31 - SEC FORM 10-K EXHIBIT 31.1 - 1st FRANKLIN FINANCIAL CORPexhibit311certification.htm
EX-31 - SEC FORM 10-K EXHIBIT 31.2 - 1st FRANKLIN FINANCIAL CORPexhibit312certification.htm
EX-32 - SEC FORM 10-K EXHIBIT 32.2 - 1st FRANKLIN FINANCIAL CORPexhibit322certification.htm
EX-32 - SEC FORM 10-K EXHIBIT 32.1 - 1st FRANKLIN FINANCIAL CORPexhibit321certification.htm
EX-23 - SEC FORM 10-K EXHIBIT 23 - 1st FRANKLIN FINANCIAL CORPexhibit23auditorsconsent.htm
EX-10 - SEC FORM 10-K EXHIBIT 10(F) - 1st FRANKLIN FINANCIAL CORPexhibit10f2011executivebonus.htm
EX-12 - SEC FORM 10-K EXHIBIT 12 - 1st FRANKLIN FINANCIAL CORPexhibit12earningstofixedchar.htm
10-K - SEC FORM 10-K - 1st FRANKLIN FINANCIAL CORPsec10k2010edgarrev.htm



Exhibit 13

 

 

 

1st FRANKLIN FINANCIAL CORPORATION

 

ANNUAL REPORT

 

 

DECEMBER 31, 2010









 

 

 

TABLE OF CONTENTS

 

 

 

 

 

 

 

 

 

The Company

 

  1

 

 

 

 

 

Chairman's Letter

 

  2

 

 

 

 

 

Selected Consolidated Financial Information

 

  3

 

 

 

 

 

Business

 

  4

 

 

 

 

 

Management's Discussion and Analysis of Financial Condition and

     Results of Operations

 


12

 

 

 

 

 

Report of Independent Registered Public Accounting Firm

 

21

 

 

 

 

 

Consolidated Financial Statements

 

22

 

 

 

 

 

Directors and Executive Officers

 

43

 

 

 

 

 

Corporate Information

 

43

 

 

 

 

 

Ben F. Cheek, Jr.  Office of the Year

 

45

 

 

 

 





 

THE COMPANY

 

1st Franklin Financial Corporation, a Georgia corporation, has been engaged in the consumer finance business since 1941, particularly in making direct cash loans and real estate loans.  As of December 31, 2010 the business was operated through 105 branch offices in Georgia, 39 in Alabama, 38 in South Carolina, 31 in Mississippi, 24 in Louisiana and 15 in Tennessee.  Also on that date, the Company had 1,042 employees.

 

As of December 31, 2010, the resources of the Company were invested principally in loans, which comprised 70% of the Company's assets.  The majority of the Company's revenues are derived from finance charges earned on loans and other outstanding receivables.  Our remaining revenues are derived from earnings on investment securities, insurance income and other miscellaneous income.





1






To our Investors, Bankers, Co-Workers, Customers and Friends:

 

It is with a great deal of pleasure and excitement that I invite you to review the information contained in this year’s Annual Report.  1st Franklin Financial equaled or surpassed a number of company records established in previous years during 2010 and I am pleased to mention just a few in this letter.  Of course, a more complete story concerning the accomplishments of 2010 will be found as you read and study the pages that follow.

 

As of December 31, 2010, the assets of our company exceeded $422 million which established a new company record and was a 6% increase over 2009.  This growth occurred even though our regional economy continued to struggle to recover from a most challenging and difficult business recession.  In addition to our growth in assets, we also experienced additional growth in our branch office footprint.  New offices were opened in Monroe and Winnsboro, Louisiana and Madisonville, Newport, Alcoa, LaFollette, Dayton, Crossville and Knoxville, Tennessee.  The addition of these nine offices brings to 252 the number of branch offices we have operating in the six southeastern states of Alabama, Georgia, Louisiana, Mississippi, South Carolina and Tennessee.

 

Another area of significant importance for the year was the record setting growth in our company revenues and net income.  Total revenues exceeded $145 million and net income topped $20 million.  This excellent result can be attributed to the outstanding work done by our co-workers in the areas of delinquency reduction, charge off reduction and an overall focus on day to day cost control.  Other factors that contributed to the strong revenue result in 2010 were the growth in loan originations that we experienced as well as the stable cost of funds used to fuel the loan growth.

 

The mention of our funding requirements brings to mind the important contribution that our investors and our investment center made in achieving the outstanding results that were attained during the year.  In order for there to be growth in our loan portfolio, there must be funding available to finance the growth.  During 2010 our investors provided that funding.  Overall the investments in our Investment Center grew over $20.7 million which proved to be the primary source for all of our funding needs for the year.  Truly, we are deeply grateful for the confidence and support that our investors place in us and have placed in us for many years.

 

Without a doubt, the primary reason for our successful year was the hard work and commitment to excellence of the 1,042 “Friendly Franklin Folks.”  At the beginning of the year, five goals were set which if attained would have provided what many would have considered a good year.  These goals were not only met, they were substantially surpassed.  Four years ago, five strategic goals were set to be achieved by December 31, 2011.  The coming year is the fifth year and we fully expect that these goals will be met also.  I am extremely grateful to each of our co-workers for their teamwork and for their positive and enthusiastic attitude.  The years ahead truly look to be exciting as we continue to build a company devoted to excellent investor and customer service.

 

The year 2011 will mark 1st Franklin’s 70th Anniversary.  My heartfelt thanks to each of you our co-workers, investors, customers, bankers and friends for bringing us to this important milestone in our history.

 

Very sincerely yours,                        

 

 

/s/ Ben F. Cheek, III

 

Ben F. Cheek, III                             

   Chairman of the Board and CEO            


2






SELECTED CONSOLIDATED FINANCIAL INFORMATION


Set forth below is selected consolidated financial information of the Company. This information should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the more detailed consolidated financial statements and notes thereto included herein.


 

Year Ended December 31

 

2010

2009

2008

 2007

 2006

Selected Income Statement Data:

(In 000's, except ratio data)

 

 

 

 

 

 

Revenues

$

145,461

$

139,846

$

138,610

$

130,297

$

115,042

Net Interest Income

90,711

85,655

83,484

75,669

69,632

Interest Expense

12,439

13,682

14,728

15,746

11,994

Provision for Loan Losses

20,907

29,302

25,725

21,434

19,109

Income Before Income Taxes

23,423

11,050

13,761

15,754

11,023

Net Income

20,683

8,373

10,665

12,205

7,672

Ratio of Earnings to

  Fixed Charges


2.67


1.72


1.86


1.92


1.83

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31

 

2010

2009

 2008

 2007

 2006

Selected Balance Sheet Data:

(In 000's, except ratio data)

 

 

 

 

 

 

Net Loans

$

294,974

$

279,093

$

285,580

$

276,655

$

249,862

Total Assets

422,064

396,425

389,422

402,454

362,567

Senior Debt

208,492

186,849

169,672

182,373

181,474

Subordinated Debt

59,780

74,884

86,605

91,966

67,190

Stockholders’ Equity

132,710

117,115

116,236

109,841

98,365

Ratio of Total Liabilities

  to Stockholders’ Equity


2.18


2.38


2.35


2.66


2.69


 

3





BUSINESS


References in this Annual Report to “1st Franklin”, the “Company”, “we”, “our” and “us” refer to 1st Franklin Financial Corporation and its subsidiaries.


1st Franklin is engaged in the consumer finance business, particularly in making consumer loans to individuals in relatively small amounts for relatively short periods of time, and in making first and second mortgage loans on real estate in larger amounts and for longer periods of time.  We also purchase sales finance contracts from various retail dealers.  At December 31, 2010, direct cash loans comprised 89%, real estate loans comprised 6% and sales finance contracts comprised 5% of our outstanding loans, respectively.

 

In connection with our business, we also offer optional credit insurance coverage to our customers when making a loan.  Such coverage may include credit life insurance, credit accident and health insurance, and/or credit property insurance.  Customers may request credit life insurance coverage to help assure any outstanding loan balance is repaid if the customer dies before the loan is repaid or they may request accident and health insurance coverage to help continue loan payments if the customer becomes sick or disabled for an extended period of time.  Customers may also choose property insurance coverage to protect the value of loan collateral against damage, theft or destruction.  We write these various insurance products as an agent for a non-affiliated insurance company.  Under various agreements, our wholly-owned insurance subsidiaries, Frandisco Life Insurance Company and Frandisco Property and Casualty Insurance Company, reinsure the insurance coverage on our customers written on behalf of this non-affiliated insurance company.


Earned finance charges generally account for the majority of our revenues.  The following table shows the sources of our earned finance charges in each of the past five years:


 

Year Ended December 31

 

 2010

    2009

    2008

    2007

    2006

 

(in thousands)

 

 

 

 

 

 

 

Direct Cash Loans

$  92,915

$88,648

$85,392

$77,472

$68,358

 

Real Estate Loans

3,631

3,676

3,857

3,878

3,797

 

Sales Finance Contracts

     3,929

   4,171

   5,186

   5,814

   5,759

 

   Total Finance Charges

$100,475

$96,495

$94,435

$87,164

$77,914


Our business consists mainly of making loans to salaried people and other wage earners who depend primarily on their earnings to meet their repayment obligations.  We make direct cash loans primarily to people who need money for some non-recurring or unforeseen expense, for the purpose of debt consolidation or for the purchase of household goods such as furniture and appliances.  These loans are generally repayable in 6 to 60 monthly installments and generally do not exceed $10,000 in principal amount.  The loans are generally secured by personal property, motor vehicles and/or real estate. We believe that the interest and fees we charge on these loans are in compliance with applicable federal and state laws.

 

First and second mortgage loans on real estate are made to homeowners who wish to improve their property or who wish to restructure their financial obligations.  We generally make such loans in amounts from $3,000 to $50,000 and with maturities of 35 to 180 months. We believe that the interest and fees we charge on these loans are in compliance with applicable federal and state laws.

 

Prior to the making of a loan, we complete a credit investigation to determine the income, existing indebtedness, length and stability of employment, and other relevant information concerning a potential customer.  In making most loans, we receive a security interest in the real or personal property of the borrower. In making direct cash loans, we focus on the customer's ability to repay his or her loan to us rather than on the potential value of the underlying security.

 

4






 

Sales finance contracts are those contracts which are purchased from retail dealers.  These contracts have maturities that generally range from 3 to 60 months and generally do not individually exceed $7,500 in principal amount. We believe that the interest rates we charge on these contracts are in compliance with applicable federal and state laws.

 

        1st Franklin competes with several national and regional finance companies, as well as a variety of local finance companies, in the communities we serve.  Competition is based primarily on interest rates and terms offered and on customer service, as well as, to some extent, reputation.  We believe that our emphasis on customer service helps us compete effectively in the markets we serve.

 

        Because of our reliance on the continued income stream of most of our loan customers, our ability to continue the profitable operation of our business depends to a large extent on the continued employment of these people and their ability to meet their obligations as they become due. Therefore, a continuation of the current uncertain economic conditions, a further increase in unemployment, or continued increases in the number of personal bankruptcies within our typical customer base, may have a material adverse effect on our collection ratios and profitability.

 

        The average annual yield on loans we make (the percentage of finance charges earned to average net outstanding balance) has been as follows:

 

 

Year Ended December 31

 

     2010

     2009

     2008

     2007

     2006

 

 

 

 

 

 

Direct Cash Loans

33.28%

32.70%

32.35%

32.28%

31.37%

Real Estate Loans

15.92   

15.39   

15.37   

15.92   

16.12   

Sales Finance Contracts

20.52   

19.77   

20.52   

20.35   

20.61   

 

 

The following table contains certain information about our operations:

                                                   

 

As of December 31

 

     2010

     2009

     2008

       2007

       2006

 

 

 

 

 

 

Number of Branch Offices

252  

245  

248  

238  

226  

Number of Employees

1,042  

1,015  

1,113  

1,057  

1,007  

Average Total Loans

   Outstanding Per

   Branch (in 000's)

         

  


$1,537  

  


$1,530  

  


$1,519  

  


$1,515  

  


$1,428  

Average Number of Loans

   Outstanding Per Branch


701  


689  


683  


713  


725  


 

5



 

DESCRIPTION OF LOANS

 

 

Year Ended December 31

     

2010

2009

2008

2007

2006

DIRECT CASH LOANS:

 

 

 

 

 

 

 

 

 

 

 

Number of Loans  Made to

New Borrowers


35,474


29,786


30,871


33,354


34,188

 

 

 

 

 

 

Number of Loans Made to

Former Borrowers


30,370


26,666


28,945


31,050


27,247

 

 

 

 

 

 

Number of Loans Made to

Present Borrowers


141,688


132,195


133,902


132,251


126,905

 

 

 

 

 

 

Total Number of Loans Made

207,532

188,647

193,718

196,655

188,340

 

 

 

 

 

 

Total Volume of Loans

Made (in 000’s)


$485,604


$437,575


$453,968


$441,462


$392,961

 

 

 

 

 

 

Average Size of Loan Made

$2,340

$2,320

$2,343

$2,245

$2,086

 

 

 

 

 

 

Number of Loans Outstanding

160,352

152,602

151,515

148,178

139,589

 

 

 

 

 

 

Total Loans Outstanding (in 000’s)

$347,445

$327,425

$324,996

$303,679

$267,999

 

 

 

 

 

 

Percent of Total Loans Outstanding

89%

87%

87%

84%

83%

Average Balance on

Outstanding Loans


$2,167


$2,146


$2,145


$2,049


$1,920

 

 

 

 

 

 

 

 

 

 

 

 

REAL ESTATE LOANS:

 

 

 

 

 

 

 

 

 

 

 

Total Number of Loans Made

525

668

790

893

1,026

 

 

 

 

 

 

Total Volume of Loans Made (in 000’s)

$  8,429

$  8,703

$14,448

$14,924

$12,761

 

 

 

 

 

 

Average Size of Loan Made

$16,055

$13,029

$18,288

$16,713

$12,437

 

 

 

 

 

 

Number of Loans Outstanding

1,905

2,015

2,032

2,007

2,230

 

 

 

 

 

 

Total Loans Outstanding (in 000’s)

$22,967

$24,336

$24,176

$25,052

$23,564

 

 

 

 

 

 

Percent of Total Loans Outstanding

6%

7%

6%

7%

7%

Average Balance on

Outstanding Loans


$12,056


$12,078


$11,897


$12,482


$10,567

 

 

 

 

 

 

 

 

 

 

 

 

SALES FINANCE CONTRACTS:

 

 

 

 

 

 

 

 

 

 

 

Number of Contracts Purchased

14,947

13,212

15,407

20,548

23,571

 

 

 

 

 

 

Total Volume of Contracts

Purchased (in 000’s)


$26,266


$23,789


$30,909


$40,054


$43,471

 

 

 

 

 

 

Average Size of Contract

Purchased


$1,757


$1,801


$2,006


$1,949


$1,844

 

 

 

 

 

 

Number of Contracts Outstanding

14,343

14,340

16,041

19,528

22,066

 

 

 

 

 

 

Total Contracts

Outstanding (in 000’s)


$21,695


$23,071


$27,586


$31,747


$33,724

 

 

 

 

 

 

Percent of Total Loans Outstanding

5%

6%

7%

9%

10%

Average Balance on

Outstanding Contracts


$1,513


$1,609


$1,720


$1,626


$1,528

 

6



LOANS ACQUIRED, LIQUIDATED AND OUTSTANDING

      

 

Year Ended December 31

 

2010

2009

2008

2007

2006

(in thousands)

 

 

LOANS ACQUIRED

 

 

 

 

 

 

Direct Cash Loans

$

483,989

$

437,323

$

453,968

$

441,462

$

391,388

Real Estate Loans

8,429

8,703

14,448

14,924

12,568

Sales Finance Contracts

24,555

21,372

30,232

38,997

41,661

Net Bulk Purchases

3,326

2,669

677

1,057

3,576

 

 

 

 

 

 

Total Loans Acquired

$

520,299 

$

470,067 

$

499,325 

$

496,440 

$

449,193 

 

 

 

 

 

 

 

 

 

 

 

 

 

LOANS LIQUIDATED

 

 

 

 

 

 

Direct Cash Loans

$

465,584

$

435,146

$

432,651

$

405,782

$

366,275

Real Estate Loans

9,798

8,543

15,324

13,436

12,579

Sales Finance Contracts

27,642

28,304

35,070

42,031

40,093

 

 

 

 

 

 

Total Loans Liquidated

$

503,024

$

471,993

$

483,045

$

461,249

$

418,947

 

 

 

 

 

 

 

 

 

 

 

 

 

LOANS OUTSTANDING

 

 

 

 

 

 

Direct Cash Loans

$347,445

$327,425

$

324,996

$

303,679

$

267,999

Real Estate Loans

22,967

24,336

24,176

25,052

23,564

Sales Finance Contracts

21,695

23,071

27,586

31,747

33,724

 

 

 

 

 

 

Total Loans Outstanding

$392,107

$374,832

$

376,758

$

360,478

$

325,287

 

 

 

 

 

 

 

 

 

 

 

 

 

UNEARNED FINANCE CHARGES

 

 

 

 

 

 

Direct Cash Loans

$

42,724

$

40,002

$

39,933

$

35,850

$

31,374

Real Estate Loans

284

208

41

118

229

Sales Finance Contracts

2,803

3,121

4,058

4,753

5,013

 

 

 

 

 

 

Total Unearned

   

Finance Charges


$

45,811


$

43,331


$

44,032


$

40,721


$

36,616

 

 

 

 

 

 

 

 

 

 

 

 

 

7


 

DELINQUENCIES

 

We classify delinquent accounts at the end of each month according to the number of installments past due at that time, based on the then-existing terms of the contract.  Accounts are classified in delinquency categories based on the number of days past due.  When three installments are past due, we classify the account as being 60-89 days past due; when four or more installments are past due, we classify the account as being 90 days or more past due.  Once an account becomes greater than 149 days past due, our charge off policy governs when the account must be charged off.  For more information on our charge off policy, see Note 2 of the notes to the accompanying audited financial statements.

 

In connection with any bankruptcy court initiated repayment plan, the Company effectively resets the delinquency rating of each account to coincide with the court initiated repayment plan.  Effectively, the account’s delinquency rating is changed thereafter under normal grading parameters.

 

The following table shows the amount of certain classifications of delinquencies and the ratio of such delinquencies to related outstanding loans:


 

Year Ended December 31

 

2010

2009

2008

2007

2006

 

(in thousands, except % data)

 

DIRECT CASH LOANS:

 

 

 

 

 

 

60-89 Days Past Due

$

5,766

$

6,382

$

7,247

$

6,589

$

5,598

 

Percentage of Principal Outstanding

1.67%

1.97%

2.25%

2.19%

2.11%

 

90 Days or More Past Due

$

12,596

$

15,158

$

16,407

$

13,100

$

11,866

 

Percentage of Principal Outstanding

3.66%

4.67%

5.10%

4.36%

4.47%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

REAL ESTATE LOANS:

 

 

 

 

 

 

60-89 Days Past Due

$

271

$

278

$

282

$

179

$

176

 

Percentage of Principal Outstanding

1.20%

1.16%

1.19%

.73%

.76%

 

90 Days or More Past Due

$

561

$

585

$

480

$

452

$

522

 

Percentage of Principal Outstanding

2.48%

2.44%

2.02%

1.84%

2.26%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SALES FINANCE CONTRACTS:

 

 

 

 

 

 

60-89 Days Past Due

$

266

$

346

$

518

$

468

$

581

 

Percentage of Principal Outstanding

1.22%

1.50%

1.90%

1.48%

1.73%

 

90 Days or More Past Due

$

644

$

739

$

1,080

$

1,089

$

1,049

 

Percentage of Principal Outstanding

2.97%

3.21%

3.96%

3.45%

3.13%

 

 

 

 

 

 

 

 

 

8


 

LOSS EXPERIENCE

 

Net losses (charge-offs less recoveries) and the percent of such net losses to average net loans (loans less unearned finance charges) and to liquidations (payments, refunds, renewals and charge-offs of customers' loans) are shown in the following table:

 

 

 

 

Year Ended December 31

 

 

 

2010

2009

2008

2007

2006

 

 

 

 (in thousands, except % data)


 

DIRECT CASH LOANS

 

 

 

 

 

 

Average Net Loans

$

282,750

$

274,275

$

266,753

$

242,576

$

217,919

Liquidations

$465,584

$435,146

$432,651

$405,782

$366,275

Net Losses

$

22,479

$

24,415

$

21,325

$

17,812

$

16,363

Net Losses as % of Average

   Net Loans


7.95%


8.90%


7.99%


7.34%


7.51%

Net Losses as % of Liquidations

4.83%

5.61%

4.93%

4.39%

4.47%

 

 

 

 

 

 

 

 

 

 

 

 

 

REAL ESTATE LOANS

 

 

 

 

 

 

Average Net Loans

$

23,351

$

24,042

$

25,451

$

25,015

$

23,557

Liquidations

$

9,798

$

8,543

$

15,324

$

13,436

$

12,579

Net Losses (Recoveries)

$

117

$

84

$

(23)

$

114

$

65

Net Losses (Recoveries)

    as a % of Average Net Loans


.50%


.35%


(.09%)


.46%


.28%

Net Losses (Recoveries)

    as a % of Liquidations


1.19%


.98%


(.15%)


.85%


.52%

 

 

 

 

 

 

 

 

 

 

 

 

 

SALES FINANCE CONTRACTS

 

 

 

 

 

 

Average Net Loans

$

19,369

$

21,334

$

25,486

$

28,721

$

27,950

Liquidations

$

27,642

$

28,304

$

35,070

$

42,031

$

40,093

Net Losses

$

811

$

1,203

$

1,448

$

1,557

$

1,481

Net Losses as % of Average

    Net Loans


4.19%


5.64%


5.68%


5.42%


5.30%

Net Losses as % of  Liquidations

2.93%

4.25%

4.13%

3.70%

3.69%


 

ALLOWANCE FOR LOAN LOSSES

 

 

We determine the allowance for loan losses by reviewing our previous loss experience, reviewing specifically identified loans where collection is believed to be doubtful and evaluating the inherent risks and changes in the composition of our loan portfolio.  Such allowance is, in our opinion, sufficient to provide adequate protection against probable loan losses on the current loan portfolio.  

 

9


 

 

SEGMENT FINANCIAL INFORMATION

 

For additional financial information about our segments, see Note 13 “Segment Financial Information” in the Notes to Consolidated Financial Statements.

 

CREDIT INSURANCE

 

We offer optional credit insurance coverage to our customers when making a loan.  Such coverage may include credit life insurance, credit accident and health insurance and/or credit property insurance.  Customers may request credit life insurance coverage to help assure any outstanding loan balance is repaid if the customer dies before the loan is repaid or they may request credit accident and health insurance coverage to help continue loan payments if the customer becomes sick or disabled for an extended period of time.  Customers may also choose property insurance coverage to protect the value of loan collateral against damage, theft or destruction.  We write these various insurance products as an agent for a non-affiliated insurance company.  Under various agreements, our wholly-owned insurance subsidiaries, Frandisco Life Insurance Company and Frandisco Property and Casualty Insurance Company, reinsure the insurance coverage on our customers written on behalf of this non-affiliated insurance company.

 

REGULATION AND SUPERVISION

 

In some jurisdictions, we are deemed to operate as a “small loan business.”  Generally, state laws require that each office in which a small loan business is conducted be licensed by the state and that the business be conducted according to the applicable statutes and regulations.  The granting of a license depends on the financial responsibility, character and fitness of the applicant, and, where applicable, the applicant must show evidence of a need through convenience and advantage documentation.  As a condition to obtaining such license, the applicant must consent to state regulation and examination and to the making of periodic reports to the appropriate governing agencies.  Licenses are revocable for cause, and their continuance depends upon an applicant’s continued compliance with applicable laws and in connection with its receipt of a license.  We believe we conduct our business in accordance with all applicable statutes and regulations.  The Company has never had any of its licenses revoked.

 

We conduct all of our lending operations under the provisions of the Federal Consumer Credit Protection Act (the "Truth-in-Lending Act"), the Fair Credit Reporting Act and the Federal Real Estate Settlement Procedures Act and other federal and state lending laws.  The Truth-in-Lending Act requires, among other things, us to disclose to our customers the finance charge, the annual percentage rate, the total number and amount of payments and other material information on all loans.

 

A Federal Trade Commission ruling prevents consumer lenders such as the Company from using certain household goods as collateral on direct cash loans.  We seek to collateralize such loans with non-household goods such as automobiles, boats and other exempt items.

 

We are also subject to state regulations governing insurance agents in the states in which we sell credit insurance.  State insurance regulations require, among other things, that insurance agents be licensed and limit the premiums that insurance agents can charge.

 

Changes in the current regulatory environment, or the interpretation or application of current regulations, could impact our business.  While we believe that we are currently in compliance with all regulatory requirements, no assurance can be made regarding our future compliance or the cost thereof.

 

10


 

SOURCES OF FUNDS AND COMMON STOCK MATTERS

 

The Company is dependent upon the availability of various sources of funds from various sources of in order to meet its ongoing financial obligations and to make new loans as a part of its business.  Our various sources of funds as a percent of total liabilities and stockholders’ equity and the number of persons investing in the Company's debt securities was as follows:

 

 

As of December 31

 

2010

2009

2008

2007

2006


Bank Borrowings

 --%

 4%

 6%

 4%

7%

Senior Debt

49  

43  

38  

41

43

Subordinated Debt

14  

19  

22  

23

19

Other Liabilities

5  

4  

4  

5  

4

Stockholders’ Equity

  32  

  30  

  30  

  27         

  27

    Total

100%

100%

100%

100%  

100%  

 

 

 

 

 

 

Number of Investors

5,418 

5,406 

5,508 

5,820 

5,868 



The average interest rates we pay on borrowings, computed by dividing the interest paid by the average indebtedness outstanding, have been as follows:


 

Year Ended December 31

 

2010

2009

2008

2007

2006


Senior Borrowings

4.52%

4.93%

4.78%

5.81%

4.95%

Subordinated Borrowings

  5.33   

5.89   

6.27   

6.34   

5.18

All Borrowings

4.74   

5.24   

5.33   

5.98   

5.04


 

Certain financial ratios relating to our debt have been as follows:

 

                               

As of December 31

 

2010

 2009

2008

2007

  2006


Total Liabilities to

 

 

 

 

 

Stockholders’ Equity

2.18

2.38

2.66

2.66

2.69

 

 

 

 

 

 

Unsubordinated Debt to

 

 

 

 

 

Subordinated Debt plus

 

 

 

 

 

Stockholders’ Equity

1.19

1.06

 .99

 .99

1.19

 

As of March 29, 2010, all of our common stock was closely held by five related individuals and none of our common stock was listed on any securities exchange or traded on any established public trading market.  The Company does not maintain any equity compensation plans, and did not repurchase any of its equity securities during the most recent fiscal year.  Cash distributions of $29.07 and $51.52 per share were paid in 2010 and 2009, respectively, primarily in amounts to enable the Company’s shareholders to pay their related income tax obligations, which arise as a result of the Company’s status as an S Corporation.  No other cash dividends were paid during the applicable periods.  For the foreseeable future, the Company expects to pay annual cash distributions equal to an amount sufficient to enable the Company’s shareholders to pay their respective income tax obligations as a result of the Company’s status as an S Corporation.

 

11



MANAGEMENT'S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Management’s Discussion and Analysis provides a narrative of the Company’s financial condition and performance.  The narrative reviews the Company’s results of operations, liquidity and capital resources, critical accounting policies and estimates, and certain other matters. It includes Management’s interpretation of our financial results, the factors affecting these results and the significant factors that we currently believe may materialy affect our future financial condition, operating results and liquidity. This discussion should be read in conjunction with the Company’s consolidated financial statements and notes thereto contained elsewhere in this Annual Report.


Our significant accounting policies are disclosed in Note 1 to the consolidated financial statements.  Certain information in this discussion and other statements contained in this Annual Report which are not historical facts are forward-looking statements within the meaning of the federal securities laws. These forward-looking statements involve risks and uncertainties.  Actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements contained herein.  Possible factors which could cause our actual future results to differ from any expectations within any forward-looking statements, or otherwise, include, but are not limited to, our ability to manage liquidity and cash flow, the accuracy of Management’s estimates and judgments, adverse economic conditions including the interest rate environment, unforeseen changes in net interest margin, federal and state regulatory changes, unfavorable outcomes of litigation and other factors referenced in the “Risk Factors” section of the Company’s Annual Report and elsewhere herein, or otherwise contained in our filings with the Securities and Exchange Commission from time to time.


General:


The Company is a privately-held corporation that has been engaged in the consumer finance industry since 1941.  Our operations focus primarily on making consumer loans to individuals in relatively small amounts for short periods of time.  Other lending-related activities include the purchase of sales finance contracts from various dealers and the making of first and second mortgage real estate loans.  All our loans are at fixed rates, and contain fixed terms and fixed payments.  We operate branch offices in six southeastern states and had a total of 252 branch locations at December 31, 2010.  The Company and its operations are guided by a strategic plan which includes planned growth through expansion of our branch office network.  The Company expanded its operations with the opening of nine new branch offices during the year.  Additionally, one branch was consolidated into another nearby branch due to overlapping marketing territories.  The majority of our revenues are derived from finance charges earned on loans outstanding. Additional revenues are derived from earnings on investment securities, insurance income and other miscellaneous income.    


Financial Condition:

 


Although economic uncertainties continued during fiscal year 2010, the Company had an outstanding performance year which further strengthened its financial position.  Total assets increased $25.6 million (6%) to $422.1 million at December 31, 2010 compared to $396.4 million at December 31, 2009.  Growth in our net loan portfolio, cash and cash equivalents and sales of investment securities were the primary factors contributing to the growth in total assets.  


Growth in loan originations resulted in a $15.9 million (6%) increase in the Company’s loan portfolio, net of the allowance for loan losses, at December 31, 2010 compared to the prior year end.  Total loan originations during 2010 were $520.2 million compared to $470.1 million during 2009.  Our net loan portfolio amounted to approximately $295.0 million at December 31, 2010.  In addition to the increase in loan originations, a $2.5 million reduction in our allowance for loan losses also contributed to the increase in our net loan portfolio during 2010.  Our allowance for loan losses reflects Management’s judgment of the level of allowance adequate to cover probable losses inherent in our loan portfolio as of the date of the consolidated statement of financial position.  To evaluate the overall adequacy of our allowance for loan losses, we consider the level of loan receivables, historical loss trends, loan

 

12


delinquency trends, bankruptcy trends and overall economic conditions.  As a result of an overall improvement in the credit quality of the Company’s loan portfolio, Management lowered the allowance for loan losses at December 31, 2010 compared to December 31, 2009.  Management believes the lower allowance for loan losses continued to be adequate to cover probable losses; however, changes in trends or deterioration in economic conditions could result in a change in the allowance.  Any increase could have a material adverse impact on our results of operation or financial condition in the future.


Cash and cash equivalents increased $4.4 million (17%) at December 31, 2010 compared to December 31, 2009.  The increase was primarily due to increases in funds provided from operating activities and financing activities.  Management believes the current levels of funds on hand, funds expected to be available from operations and additional available borrowings under the Company’s credit facility will be sufficient to meet the Company’s present and foreseeable future liquidity needs.


The surplus funds also contributed to a $4.7 million (6%) increase in our investment portfolio at December 31, 2010 compared to the prior year end.  Management used a portion of the increase in surplus funds to purchase investment securities in an attempt to increase our potential yield.  The majority of these investments are held by the Company’s insurance subsidiaries.  Management maintains what it believes to be a conservative approach when formulating its investment strategy.  The Company does not participate in hedging programs, interest rate swaps or other activities involving the use of off-balance sheet derivative financial instruments.  The Company’s investment portfolio consists mainly of U.S. Treasury bonds, government agency bonds and various municipal bonds.  Approximately 85% of these investment securities have been designated as “available for sale” with any unrealized gain or loss accounted for in the equity section of the Company’s consolidated statement of financial position, net of deferred income taxes for those investments held by the insurance subsidiaries.  The remainder of the investment portfolio represents securities that are designated “held to maturity”, as Management has both the ability and intent to hold these securities to maturity, and are carried at amortized cost.


Senior debt increased $21.6 million (12%) at December 31, 2010 compared to December 31, 2009 mainly due to an increase in sales of the Company’s commercial paper.  Offsetting a portion of the increase was a $15.3 million reduction in outstanding borrowings against the Company’s credit line.


The Company’s subordinated debt decreased $15.1 million, or 20%, at December 31, 2010 compared to the prior year end as a result of redemptions of such securities by investors under the provisions of these securities.  


Accounts payable and accrued expenses increased $3.5 million (20%) at December 31, 2010 compared to the amount outstanding on December 31, 2009.  Additional accrual for the Company’s 2010 employee incentive plan was the primary cause of the increase.


Results of Operations:


Fiscal 2010 was a record year for revenues generated and net income earned by the Company.  Despite the continued uncertainty in the economy, we were able to meet or exceed all our operating goals established at the beginning of the year:



Description


Goal

2010

Results

 

 

 

Net Receivable Growth

Minimum 4.00%

  4.46%

Delinquency

Accounts 30 days and more past due      less than or equal to 11.50%


8.14%

Return on Assets

Greater than or equal to 3.25%

5.84%

Pre-tax Profits

Minimum $12,000,000

$23,422,881

Ratio of Expenses to Revenue

Less than or equal to 92.50%

83.90%



Our revenues were $145.5 million, $139.8 million and $138.6 million during the three years ended December 31, 2010.  Net income during the same periods was $20.7 million, $8.4 million and $10.7 million, respectively.  Higher revenues earned on finance charge income, lower borrowing costs and lower

13

 


credit losses were the primary factors contributing to the increase in net income during the year just ended.

 

Net Interest Income:

 

Net interest income, which is the Company’s primary source of earnings, represents the difference between income on earning assets (loans and investments) and the cost of funds on interest bearing liabilities.  Accordingly, a key measure of our success is our net interest income.  The primary categories of our earning assets are loans and investments.  Bank borrowings and debt securities represent a majority of our interest bearing liabilities. Factors affecting our net interest margin include the level of average net receivables and the interest income associated therewith, capitalized loan origination costs and our average outstanding debt, as well as the general interest rate environment.  Volatility in interest rates generally has more impact on the income earned on investments and the Company’s borrowing costs than on interest income earned on loans.   Management does not normally change the rates charged on loans originated solely as a result of changes in the interest rate environment.


Net interest income was $90.7 million during 2010, compared to $85.7 million in 2009 and $83.5 million in 2008.  The increase during the last two years was mainly due to an increase in finance charge income earned on higher average net receivables outstanding during the respective periods.  Interest income grew $3.8 million (4%) during 2010 compared to 2009, and $1.1 million (1%) during 2009 compared to 2008, mainly due to an increase in finance charges earned on loans, as noted above.


Although average borrowings were $257.8 million during 2010 compared to $253.3 during 2009, interest expense declined $1.2 million (9%) during the comparable periods.  The low interest rate environment continued to result in lower average borrowing costs for the Company.  During 2010 our weighted average borrowing rates declined to 4.74% compared to 5.24% during the prior year.  


During 2009, interest expense decreased $1.1 million (7%) compared to 2008 as a result of both a decline in average borrowings and a reduction in average borrowing cost.  Average borrowings were $253.3 million during 2009 compared to $271.4 during 2008.  Our weighted average borrowing rates were 5.24% and 5.33% during the same respective periods.


Net Insurance Income:


The Company offers certain optional credit insurance products to loan customers.  Growth in our loan portfolio typically leads to increases in insurance in-force as many loan customers elect to purchase the credit insurance coverage offered by the Company.  During 2010, net insurance income increased $1.2 million (5%) compared to 2009.  A reduction in insurance claims expense also contributed to the increase during 2010.


Growth in premium income slowed during 2009, due to the aforementioned suppressed growth in average net receivables.  The slower growth in premium income and higher insurance claim payments caused net insurance income to decline $.4 million (2%) as compared to 2008.


Other Revenue:


The primary revenue category included in other revenue relates to auto club memberships offered to the Company’s loan customers.  The Company sells the memberships as an agent for a third-party provider.  The aforementioned increase on loan originations during 2010 resulted in increased sales of memberships, which was the primary reason for the $.7 million (13%) increase in other revenue during the year compared to 2009.   


Lower levels of membership sales during 2009 as compared to 2008 resulted in a $.1 million (1%) decrease in other revenue during the comparable period.


Provision for Loan Losses:


The Company’s provision for loan losses represents the level of net charge-offs and adjustments to the allowance for loan losses to cover credit losses inherent in the outstanding loan portfolio at the balance sheet date.  Determining the proper allowance for loan losses is a critical accounting estimate which involves Management’s judgment with respect to certain relevant factors, such as historical and

14





expected loss trends, unemployment rates in various locales, current and expected net charge offs, delinquency levels, bankruptcy trends and overall general economic conditions.


Although unemployment remains elevated, lower delinquency trends and lower credit losses during 2010 resulted in the provision for loan losses decreasing $8.4 million (29%) compared to 2009.  Net charge offs declined $2.3 million (9%) during the comparable periods.  Also contributing to the lower provision for loan losses during 2010 was a $2.5 million reduction in the allowance for loan losses, whereas during 2009, Management increased the allowance $6.1 million.


The provision for loan losses was $29.3 million and $25.7 million during 2009 and 2008, respectively.  The increase in the provision during the year ended December 31, 2009 was attributable to rising credit losses and the higher risk of inherent loan losses due to the adverse economic conditions that were impacting our customers.  We believe rising unemployment rates, increased bankruptcy filings by customers and more stringent lending standards made it more difficult for certain customers to repay their obligations during the year ended December 31, 2009.  Net charge offs increased $2.9 million (13%) during 2009 compared to 2008.  In addition, the Company increased its allowance for loan losses as of December 31, 2009.


We believe that the allowance for loan losses is adequate to cover probable losses inherent in our portfolio; however, because the allowance for loan losses is based on estimates, there can be no assurance that the ultimate charge off amount will not exceed such estimates or that our loss assumptions will not increase.


Operating Expenses:


        Total operating expenses increased $3.0 million (4%) during 2010 compared to 2009 and $.8 million (1%) in 2009 compared to 2008.  The increase during 2009 compared to 2008 was significantly lower due to certain cost reduction initiatives implemented that year to attempt to counteract the impact of economic conditions.  Operating expenses are comprised of personnel expense, occupancy expense and all other miscellaneous operating expenses.  A more detailed analysis follows.


Personnel expense increased $3.2 million (7%) during 2010 compared to 2009 mainly due to an increase in the accrual for the Company’s 2010 incentive bonus plan.  The highly successful operating results during 2010 resulted in a higher level of accrued incentive awards for employees.  Also contributing to the increase was an increase in salaries as a result of the new branch offices being opened and annual compensation adjustments.  Offsetting a portion of the increase was a decline in medical claim expenses associated with the Company’s self insured employee medical program and an increase in deferred salary expenses.


During 2009, our personnel expense increased $1.5 million (3%) as compared to the prior year.  Increases in salaries, incentive bonuses, Company 401(k) retirement plan contributions and medical claims associated with the Company’s self insured employee medical program were factors contributing to the increase during that year.  Increases in personnel expense during 2009 were partially offset by a reduction in our employee base at mid-year.   


Occupancy expense decreased $.4 million (4%) during 2010 compared to 2009 mainly due to a non-recurring charge incurred during 2009 to buy-out certain operating leases on computer equipment.  A reduction in cost of maintenance agreements on equipment and lower depreciation expense on furniture and fixtures also contributed to the reduction in occupancy expenses.


During 2009, occupancy expense increased $.5 million (5%) compared to 2008 mainly due to the aforementioned non-recurring charge associated with the buy-out of certain operating leases.  Other factors contributing to the increase in 2009 occupancy expense were increases in depreciation on fixed assets, increased rent on leases renewed and increased operating costs associated with the full year effect of new branches opened during the prior year.  


The previously mentioned cost reduction initiatives implemented during 2009 continued to have a positive impact on expense control.  During 2010, miscellaneous other operating expenses increased $.2 million (1%) compared to 2009.  The increase was mainly due to a higher level of charitable contributions made by the Company and increased postage and travel expenses.  New federal regulations mandated that employees originating real estate loans be licensed as a mortgage loan originator beginning in 2010.

 

15


The Company implemented an extensive training program to prepare various employees for the application and testing for a license.  Costs associated with the training program and travel contributed to the increase in miscellaneous other expenses during 2010.  Reductions in computer expenses, legal and audit expenses, taxes and licenses and lease of equipment offset a portion of the increase in 2010.  


Other operating expenses declined $1.3 million (7%) during 2009 compared to 2008.  The Company experienced decreases in advertising expenses, legal and audit expenses, management meeting expenses, office supply expenses, securities sales expenses and travel expenses during 2009.  Also contributing was a decrease in equipment lease expenses, as a result of the aforementioned lease buy-outs.  


Income Taxes:


The Company has elected to be treated as an S Corporation for income tax reporting purposes.  Taxable income or loss of an S Corporation is treated as income of, and is reportable in the individual tax returns of the shareholders of the Company.  However, income taxes continue to be reported for the Company’s insurance subsidiaries, as they are not allowed to be treated as S Corporations, and for the Company’s state income tax purposes in Louisiana, which does not recognize S Corporation status.  Deferred income tax assets and liabilities are recognized and provisions for current and deferred income taxes continue to be recorded by the Company’s subsidiaries.  The deferred income tax assets and liabilities are due to certain temporary differences between reported income and expenses for financial statement and income tax purposes.  


Effective income tax rates for the years ended December 31, 2010, 2009 and 2008 were 11.7%, 24.2% and 22.5%, respectively.  The higher rate in 2009 was due to a loss at the S Corporation level being passed to the shareholders for tax reporting purposes, whereas income earned by the insurance subsidiaries was taxed at the corporate level, which had the effect of increasing the overall consolidated effective tax rate.  During 2010 and 2008, the S Corporation earned a profit, which was reported as taxable income of the shareholders.  Since this tax liability is passed on to the shareholders, upon consolidation, the profit of the S Corporation had the effect of lowering the overall consolidated effective tax rates for those years.


Quantitative and Qualitative Disclosures About Market Risk:


Volatility in market rates of interest can impact the Company’s investment portfolio and the interest rates paid on its debt securities.  Volatility in interest rates has more impact on the income earned on investments and the Company’s borrowing costs than on interest income earned on loans, as  Management does not normally change the rates charged on loans originated solely as a result of changes in the interest rate environment. These exposures are monitored and managed by the Company as an integral part of its overall cash management program.  It is Management’s goal to minimize any adverse effect that movements in interest rates may have on the financial condition and operations of the Company.  The information in the table below summarizes the Company’s risk associated with marketable debt securities and debt obligations as of December 31, 2010.  Rates associated with the marketable debt securities represent weighted averages based on the yield to maturity of each individual security.  No adjustment has been made to yield, even though many of the investments are tax-exempt and, as a result, actual yield will be higher than that disclosed.  For debt obligations, the table presents principal cash flows and related weighted average interest rates by contractual maturity dates.  As part of its risk management strategy, the Company does not invest a material amount of its assets in equity securities.  The Company’s subordinated debt securities are sold with various interest adjustment periods, which is the time from sale until the interest rate resets, and which allows the holder to redeem that security prior to the contractual maturity without penalty.  It is expected that actual maturities on a portion of the Company’s subordinated debentures will occur prior to the contractual maturity as a result of interest rate resets.  Management estimates the carrying value of senior and subordinated debt approximates their fair values when compared to instruments of similar type, terms and maturity.  


Loans originated by the Company are excluded from the information below since interest rates charged on loans are based on rates allowable in compliance with any applicable regulatory guidelines.  Management does not believe that changes in market interest rates will significantly impact rates charged on loans.  The Company has no exposure to foreign currency risk.

 

16


 

 

Expected Year of Maturity

 

 

 

 

 

 

2016 &

 

Fair

 

2011

2012

2013

2014

2015

Beyond

Total

Value

Assets:

(in millions)

   Marketable Debt Securities

$  13

$12

$ 14

$ 12

  $  9

$ 18

$  78

$  78

   Average Interest Rate

3.7%

3.7%

3.7%

2.7%

3.3%

3.6%

3.4%

 

Liabilities:

 

   Senior Debt:

 

 

 

 

 

 

 

 

      Senior Demand Notes

$40

$  40

$  40

      Average Interest Rate

2.1%

2.1%

 

      Commercial Paper

$167

$167

$167

      Average Interest Rate

4.5%

4.5%

 

      Notes Payable to Banks

$  —

$   1

$  1

$  1

      Average Interest Rate

3.8%

3.8%

 

   Subordinated Debentures

$  19

$  11

$ 13

$ 17

$  60

$  60

      Average Interest Rate

5.2%

3.8%

4.3%

3.6%

4.7%

 


Liquidity and Capital Resources:


Liquidity is the ability of the Company to meet its ongoing financial obligations, either through the collection of receivables or by generating additional funds through liability management. The Company’s liquidity is therefore dependent on the collection of its receivables, the sale of debt securities and the continued availability of funds under the Company’s revolving credit agreement.


In light of continued economic uncertainty, we continue to monitor and review current economic conditions and the related potential implications on us, including with respect to, among other things, changes in loan losses, liquidity, compliance with our debt covenants, and relationships with our customers.


As of December 31, 2010 and December 31, 2009, the Company had $30.7 million and $26.3 million, respectively, invested in cash and short-term investments readily convertible into cash with original maturities of three months or less.  As previously discussed, the Company uses cash reserves to fund its operations, including providing funds for any increase in redemptions of debt securities by investors which may occur.


The Company's investments in marketable securities can be converted into cash, if necessary.  As of December 31, 2010 and 2009, respectively, 99% and 96% of the Company's cash and cash equivalents and investment securities were maintained in Frandisco Property and Casualty Insurance Company and Frandisco Life Insurance Company, the Company’s insurance subsidiaries.  Georgia state insurance regulations limit the use an insurance company can make of its assets.  Ordinary dividend payments to the Company by its wholly owned insurance subsidiaries are subject to annual limitations and are restricted to the greater of 10% of statutory surplus or statutory earnings before recognizing realized investment gains of the individual insurance subsidiaries.  Any dividends above these state limitations are termed “extraordinary dividends” and must be approved in advance by the Georgia Insurance Commissioner.  The maximum aggregate amount of dividends these subsidiaries could pay to the Company during 2010, without prior approval of the Georgia Insurance Commissioner, was approximately $8.5 million.  In June 2010, the Company filed a request with the Georgia Insurance Department for the insurance subsidiaries to be eligible to pay up to $45.0 million in additional extraordinary dividends during 2010.  Management requested the approval to ensure the availability of additional liquidity for the Company due to the continuing uncertainties in the economy.  In September 2010, the request was approved.  The Company elected not to pay any dividends during 2010.


At December 31, 2010, Frandisco Property and Casualty Insurance Company and Frandisco Life Insurance Company had a statutory surplus of $40.7 million and $41.4 million, respectively.  The maximum aggregate amount of ordinary dividends these subsidiaries can pay to the Company in 2011 without prior approval of the Georgia Insurance Commissioner is approximately $8.2 million.  The

17




Company does not currently believe that any statutory limitations on the payment of cash dividends by the Company’s subsidiaries will materially affect the Company’s liquidity.


Most of the Company's loan portfolio is financed through sales of its various debt securities, which, because of certain redemption features contained therein, have shorter average maturities than the loan portfolio as a whole.  The difference in maturities may adversely affect liquidity if the Company is not able to continue to sell debt securities at interest rates and on terms that are responsive to the demands of the marketplace or maintain sufficient borrowing availability under our credit facility.


The Company’s continued liquidity is therefore also dependent on the collection of its receivables and the sale of debt securities that meet the investment requirements of the public.  In addition to its receivables and securities sales, the Company has an external source of funds available under a credit facility with Wells Fargo Preferred Capital, Inc.  This credit agreement provides for borrowings of up to $100.0 million, subject to certain limitations, and all borrowings are secured by the finance receivables of the Company.  Availability under the credit agreement was $99.1 million at December 31, 2010, and the interest rate on outstanding borrowings of $.9 million was 3.75%.  This compares to available borrowings of $16.2 million at December 31, 2009, at an interest rate of 3.75%.  Management believes the current credit facility, when considered with funds expected to be available from operations, should provide sufficient liquidity for the Company.


Available but unborrowed amounts under the credit agreement are subject to a periodic unused line fee of .50%.  The interest rate under the credit agreement is equivalent to the greater of (a) .75% per annum plus 300 basis points or (b) the three month London Interbank Offered Rate (the “LIBOR Rate”) plus 300 basis points.  The LIBOR Rate is adjusted on the first day of each calendar month based upon the LIBOR Rate as of the last day of the preceding calendar month.


The credit agreement requires the Company to comply with certain covenants customary for financing transactions of this nature, including, among others, maintaining a minimum interest coverage ratio, a minimum loss reserve ratio, a minimum ratio of earnings to interest, taxes and depreciation and amortization to interest expense, a minimum asset quality ratio, a minimum consolidated tangible net worth ratio, and a maximum debt to tangible net worth ratio, each as defined. The Company must also comply with certain restrictions on its activities consistent with credit facilities of this type, including limitations on: (a) restricted payments; (b) additional debt obligations (other than specified debt obligations); (c) investments (other than specified investments); (d) mergers, acquisitions, or a liquidation or winding up; (e) modifying its organizational documents or changing lines of business; (f) modifying Material Contracts (as defined); (g) certain affiliate transactions; (h) sale-leaseback, synthetic lease, or similar transactions; (i) guaranteeing additional indebtedness (other than specified indebtedness); (j) capital expenditures; or (k) speculative transactions.  The credit agreement also restricts the Company or any of its subsidiaries from creating or allowing certain liens on their assets, entering into agreements that restrict their ability to grant liens (other than specified agreements), or creating or allowing restrictions on any of their ability to make dividends, distributions, inter-company loans or guaranties, or other inter-company payments, or inter-company asset transfers.  At December 31, 2010, the Company was in compliance with all covenants.  The Company has no reason to believe that it will not remain in compliance with these covenants and obligations for the foreseeable future.  The agreement is scheduled to expire on September 11, 2013 and any amounts then outstanding will be due and payable on such date.  


We are not aware of any additional restrictions placed on us, or being considered to be placed on us, related to our ability to access capital, such as borrowings under our credit agreement prior to its maturity.


Any decrease in the Company’s loan loss allowance would not directly affect the Company’s liquidity, as the allowance is maintained out of income; however, an increase in the actual loss rate may have a material adverse effect on the Company’s liquidity.  The inability to collect loans could eventually impact the Company’s liquidity in the future.

18





The Company was subject to the following contractual obligations and commitments at December 31, 2010:

      

 

Payment due by period



Contractual Obligations



Total

Less

Than

1 Year


1 to 2 Years


3 to 5 Years

More

than 5 Years


(in millions)

   Credit Line *

$    1.0

$        -

$ 1.0

$     -

$     -

   Bank Commitment Fee **

1.4

.5

.9

    -

      -

   Senior Demand Notes *

41.2

  41.2

     -

    -

      -

   Commercial Paper *

169.4

169.4

-

-

-

   Subordinated Debt *

70.3

23.2

28.0

19.1

-

Human resource insurance and

support contracts **


.5


.5


-


-


-

   Operating leases (offices)

12.7

 4.4

 6.0

2.2

     .1

   Communication lines contract **

3.4

3.0

.4

 -

-

Software service contract **

    23.3

      2.6

    5.2

    5.2

  10.3

       Total

$323.2  

 $244.8

$41.5

$26.5

$10.4

 

 

 

 

 

 

    *

Includes estimated interest at current rates.

    **

Based on current usage.



Critical Accounting Policies:


The accounting and reporting policies of 1st Franklin and its subsidiaries are in accordance with accounting principles generally accepted in the United States and conform to general practices within the financial services industry.  The more critical accounting and reporting policies include the allowance for loan losses, revenue recognition and insurance claims reserves.


Allowance for Loan Losses:


Provision for loan losses are charged to operations in amounts sufficient to maintain the allowance for loan losses at a level considered adequate to cover probable losses inherent in our loan portfolio.  


The allowance for loan losses is established based on the determination of the amount of probable losses inherent in the loan portfolio as of the reporting date.  We review charge off experience factors, delinquency reports, historical collection rates, estimates of the value of the underlying collateral, economic trends such as unemployment rates and bankruptcy filings and other information in order to make the necessary judgments as to probable losses.  Assumptions regarding probable losses are reviewed periodically and may be impacted by our actual loss experience and changes in any of the factors discussed above.


Revenue Recognition:


Accounting principles generally accepted in the United States require that an interest yield method be used to calculate the income recognized on accounts which have precomputed charges.  An interest yield method is used by the Company on each individual account with precomputed charges to calculate income for those on-going accounts; however, state regulations often allow interest refunds to be made according to the “Rule of 78’s” method for payoffs and renewals.  Since the majority of the Company's accounts which have precomputed charges are paid off or renewed prior to maturity, the result is that most of the those accounts effectively yield on a Rule of 78’s basis.


Precomputed finance charges are included in the gross amount of certain direct cash loans, sales finance contracts and certain real estate loans.  These precomputed charges are deferred and recognized as income on an accrual basis using the effective interest method.  Some other cash loans and real estate loans, which do not have precomputed charges, have income recognized on a simple interest accrual basis.  Income is not accrued on a loan that is more than 60 days past due.

19


Loan fees and origination costs are deferred and recognized as an adjustment to the loan yield over the contractual life of the related loan.  


The property and casualty credit insurance policies written by the Company, as agent for a non-affiliated insurance company, are reinsured by the Company’s property and casualty insurance subsidiary.  The premiums are deferred and earned over the period of insurance coverage using the pro-rata method or the effective yield method, depending on whether the amount of insurance coverage generally remains level or declines.


The credit life and accident and health policies written by the Company, as agent for a non-affiliated insurance company, are also reinsured by the Company’s life insurance subsidiary.  The premiums are deferred and earned using the pro-rata method for level-term life policies and the effective yield method for decreasing-term life policies.  Premiums on accident and health policies are earned based on an average of the pro-rata method and the effective yield method.


Insurance Claims Reserves:


Included in unearned insurance premiums and commissions on the consolidated statements of financial position are reserves for incurred but unpaid credit insurance claims for policies written by the Company and reinsured by the Company’s wholly-owned insurance subsidiaries.  These reserves are established based on accepted actuarial methods.  In the event that the Company’s actual reported losses for any given period are materially in excess of the previously estimated amounts, such losses could have a material adverse effect on the Company’s results of operations.


Different assumptions in the application of these policies could result in material changes in the Company’s consolidated financial position or consolidated results of operations.


New Accounting Pronouncements:


See Note 1, “Recent Accounting Pronouncements,” in the accompanying “Notes to Audited Consolidated Financial Statements” for a discussion of new accounting standards and the expected impact of accounting standards recently issued but not yet required to be adopted.  For pronouncements already adopted, any material impacts on the Company’s consolidated financial statements are discussed in the applicable section(s) of this Management’s Discussion and Analysis of Financial Condition and Results of Operations and Notes to the Company’s Audited Consolidated Financial Statements included elsewhere in this annual report.

20

 


 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To:

The Board of Directors and Shareholders

1st Franklin Financial Corporation

 

We have audited the accompanying consolidated statements of financial position of 1st Franklin Financial Corporation and subsidiaries (the “Company”) as of December 31, 2010 and 2009, and the related consolidated statements of income, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2010.  These consolidated financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these consolidated financial statements based on our audits.  

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, such consolidated financial statements present fairly, in all material respects, the consolidated financial position of 1st Franklin Financial Corporation and subsidiaries as of December 31, 2010 and 2009, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2010, in conformity with accounting principles generally accepted in the United States of America.

 

/s/ Deloitte & Touche LLP

 

Atlanta, Georgia

March 29, 2011



21

 


 

1st FRANKLIN FINANCIAL CORPORATION

 

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

 

DECEMBER 31, 2010 AND 2009

 

ASSETS


 

 

 

2010   

  2009     


CASH AND CASH EQUIVALENTS (Note 5):

 

 

   Cash and Due From Banks

$

3,635,920

$

3,725,236

   Short-term Investments

27,065,494

22,562,454

 

30,701,414

26,287,690

 

 

 

RESTRICTED CASH (Note 1)

3,778,734

3,067,695

 

 

 

LOANS (Note 2):

 

 

   Direct Cash Loans

347,445,192

327,424,876

   Real Estate Loans

22,967,279

24,336,405

   Sales Finance Contracts

21,694,633

23,071,118

 

 

392,107,104

 

374,832,399

 

 

 

   Less:

Unearned Finance Charges

45,811,133

43,331,239

 

Unearned Insurance Premiums

27,211,693

25,797,624

 

Allowance for Loan Losses

24,110,085

26,610,085

 

        

294,974,193

279,093,451

 

 

 

MARKETABLE DEBT SECURITIES (Note 3):

 

 

   Available for Sale, at fair market value

66,310,922

63,126,997

   Held to Maturity, at amortized cost

11,890,954

10,330,725

 

78,201,876

73,457,722

 

 

 

OTHER ASSETS:

 

 

   Land, Buildings, Equipment and Leasehold Improvements,

 

 

      less accumulated depreciation and amortization

 

 

         of $17,364,987 and $15,724,169 in 2010

         and 2009, respectively


6,687,456


7,807,112

   Deferred Acquisition Costs

1,563,629

1,459,782

   Due from Non-affiliated Insurance Company

1,903,137

2,000,256

   Miscellaneous

4,253,457

3,251,472

 

14,407,679

14,518,622

 

 

 

                TOTAL ASSETS

$

422,063,896

$

396,425,180

 

 

 

 

 

 

 

 

 

 

 

 

See Notes to Consolidated Financial Statements

 

22

 


 

1st FRANKLIN FINANCIAL CORPORATION

       

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

 

DECEMBER 31, 2010 AND 2009


LIABILITIES AND STOCKHOLDERS' EQUITY


 

2010

 2009


SENIOR DEBT (Note 6):

 

 

   Notes Payable to Banks

$

900,000

$

16,204,309

   Senior Demand Notes, including accrued interest

 40,392,404

 41,209,099

   Commercial Paper

167,199,875

129,435,443

 

208,492,279

186,848,851

 

 

 

 

 

 

 

 

 

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

21,081,545

17,577,438

 

 

 

 

 

 

SUBORDINATED DEBT (Note 7)

59,779,620

74,883,979

 

 

 

 

 

 

        Total Liabilities

289,353,444

279,310,268

 

 

 

 

 

 

COMMITMENTS AND CONTINGENCIES (Note 8)

 

 

 

 

 

 

 

 

STOCKHOLDERS' EQUITY:

 

 

   Preferred Stock; $100 par value

 

 

6,000 shares authorized; no shares outstanding

--

--

   Common Stock:

 

 

Voting Shares; $100 par value;

 

 

       

2,000 shares authorized; 1,700 shares

outstanding as of December 31, 2010 and 2009


170,000


170,000

   

Non-Voting Shares; no par value;

 

 

        

198,000 shares authorized; 168,300 shares

 

 

         

outstanding as of December 31, 2010 and 2009

--

--

   Accumulated Other Comprehensive Income

1,550,273

1,696,845

   Retained Earnings

130,990,179

115,248,067

               Total Stockholders' Equity

132,710,452

117,114,912

 

 

 

                    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

$

422,063,896

 

$

396,425,180

 

 

 

 

 

 

 

 

 

 

 

 

 

See Notes to Consolidated Financial Statements

 

23



1st FRANKLIN FINANCIAL CORPORATION

 

CONSOLIDATED STATEMENTS OF INCOME

 

FOR THE YEARS ENDED DECEMBER 31, 2010, 2009 AND 2008

 

 

 

 

 

 

2010

2009

2008

INTEREST INCOME:

Finance Charges

Investment Income


$

100,475,533 

2,674,611 

103,150,144 


$

96,494,760 

2,842,125 

99,336,885 


$

94,434,623 

3,777,325 

98,211,948 

INTEREST EXPENSE:

Senior Debt

Subordinated Debt



8,583,664 

3,855,020 

12,438,684 


8,745,154 

4,936,793 

13,681,947 


8,333,678 

6,393,999 

14,727,677 

 

 

 

 

NET INTEREST INCOME

90,711,460 

85,654,938 

83,484,271 

 

 

 

 

PROVISION FOR

LOAN LOSSES (Note 2)


20,907,373 


29,302,142 


25,725,394 

 

 

 

 

NET INTEREST INCOME AFTER

PROVISION FOR LOAN LOSSES


69,804,087 


56,352,796 


57,758,877 

 

 

 

 

NET INSURANCE INCOME:

Premiums

Insurance Claims and Expense


36,521,076 

(8,466,903)

28,054,173 


35,375,453 

(8,565,929)

26,809,524 


35,190,622 

(7,940,655)

27,249,967 

 

 

 

 

OTHER REVENUE

5,789,444 

5,133,530 

5,207,553 

 

 

 

 

OPERATING EXPENSES:

Personnel Expense

Occupancy Expense

Other Expense


51,566,673 

10,752,842 

17,905,308 

80,224,823 


48,366,010 

11,187,160 

17,692,331 

77,245,501 


46,830,271 

10,653,752 

18,971,151 

76,455,174 

 

 

 

 

INCOME BEFORE INCOME TAXES

23,422,881 

11,050,349 

13,761,223 

 

 

 

 

PROVISION FOR INCOME TAXES (Note 11)

 

2,739,444 

2,677,342 

3,096,447 

 

 

 

 

NET INCOME

$

20,683,437 

$

8,373,007 

$

10,664,776 

 

 

 

 

BASIC EARNINGS PER SHARE:

170,000 Shares Outstanding for All

Periods (1,700 voting, 168,300

non-voting)



$121.67 




$49.25 




$62.73 

 

 

 

 

 

 

 

 

See Notes to Consolidated Financial Statements

 

24


 

1st FRANKLIN FINANCIAL CORPORATION

 

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

 

FOR THE YEARS ENDED DECEMBER 31, 2010, 2009 AND 2008

 

 

 

 

 

Accumulated

 

 

 

 

 

Other

 

 

Common Stock

 

Retained

Comprehensive

 

 

Shares

Amount

Earnings

Income

Total

 

Balance at December 31, 2007

170,000

 $170,000

$108,699,923 

$  970,603 

$109,840,526 

 

 

 

 

 

 

   Comprehensive Income:

 

 

 

 

 

       Net Income for 2008

10,664,776 

— 

 

       Net Change in Unrealized Gain

          On Available-For-Sale Securities



 

 —  


(537,502)  

 

   Total Comprehensive Income

—  

— 

10,127,274 

   Cash Distributions Paid

          —

            —

   (3,731,328)

               — 

    (3,731,328)

 

 

 

 

 

 

Balance at December 31, 2008

170,000

170,000

115,633,371 

433,101 

116,236,472 

 

 

 

 

 

 

   Comprehensive Income:

 

 

 

 

 

       Net Income for 2009

8,373,007 

— 

 

       Net Change in Unrealized Gain

          On Available-For-Sale Securities




— 


1,263,744  

 

   Total Comprehensive Income

— 

— 

9,636,751 

   Cash Distributions Paid

          —

            —

   (8,758,311)

              — 

   (8,758,311)

 

 

 

 

 

 

Balance at  December 31, 2009

170,000

170,000

115,248,067 

   1,696,845 

117,114,912 

 

 

 

 

 

 

    Comprehensive Income:

 

 

 

 

 

       Net Income for 2010

20,683,437

— 

 

       Net Change in Unrealized Gain

          On Available-For-Sale Securities




— 


(146,572)

 

     Total Comprehensive Income

— 

— 

20,536,865 

     Cash Distributions Paid

          —

            —

    (4,941,325)

              — 

    (4,941,325)

 

 

 

 

 

 

Balance at December 31, 2010

170,000

$170,000

$130,990,179 

$1,550,273 

$132,710,452 

 

 

 

 

 

 

 

 

 

 

 

 

Disclosure of reclassification amount:

 

2010

2009

2008

 

 

 

 

 

 

Unrealized holding (losses) gains arising during period, net of applicable income tax benefits (provision) of $55,313, $(368,964) and $10,512 for 2010, 2009 and 2008, respectively

 

 

 



$   (142,840)



$   1,267,302 


 

$   (525,701)

 

 

 

 

 

 

Less: Reclassification adjustment for net gains  included in income, net of applicable income taxes of $1,381, $1,201 and $3,095 for 2010, 2009 and 2008, respectively




           3,732 




           3,558 




         11,801 

 

 

 

 

 

 

Net unrealized (losses) gains on securities, net of applicable income tax benefits (provision) of $56,694, $(367,763) and $13,607 for 2010, 2009 and 2008, respectively



 

$   (146,572)



 

$   1,263,744 



 

$    (537,502)

 

See Notes to Consolidated Financial Statements

 

 

25


 

 1st FRANKLIN FINANCIAL CORPORATION

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

FOR THE YEARS ENDED DECEMBER 31, 2010, 2009 AND 2008


 

2010      

2009       

2008       

CASH FLOWS FROM OPERATING ACTIVITIES:

   Net Income

$

20,683,437

$

8,373,007

$

10,664,776

   Adjustments to reconcile net income to net

 

 

 

       cash provided by operating activities:

 

 

 

    

Provision for loan losses

20,907,373 

29,302,142 

25,725,394 

    

Depreciation and amortization

2,465,829 

2,577,539 

2,447,007 

    

Provision for deferred taxes

272,131 

15,771 

155,830 

    

Losses due to called redemptions on marketable

       

securities, loss on sales of equipment and

 

 

 

       

amortization on securities

379,558 

314,172 

263,242 

    

(Increase) decrease in miscellaneous

assets and other


(1,008,646)


198,125 


(290,247)

    

Increase (decrease) in other liabilities

3,288,604 

285,329 

(1,508,028)

          

Net Cash Provided

46,988,286 

41,066,085 

37,457,974 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

   Loans originated or purchased

(241,803,898)

(214,933,802)

(236,634,867)

   Loan payments

205,015,783 

192,118,149 

201,984,749 

   Increase in restricted cash

(711,039)

(700,916)

(179,757)

   Purchases of securities, available for sale

(9,969,266)

(2,428,840)

(27,465,879)

   Purchases of securities, held to maturity

(4,659,094)

-- 

(1,202,870)

   Redemptions of securities, available for sale

6,189,950 

8,490,750 

18,813,950 

   Redemptions of securities, held to maturity

3,065,000 

3,790,000 

5,101,000 

   Purchase of joint venture interest

-- 

(27,601)

-- 

   Capital expenditures

(1,430,092)

(997,083)

(2,777,574)

   Proceeds from sale of equipment

130,350 

53,331 

25,234 

          

Net Cash Used

(44,172,306)

(14,636,012)

(42,336,014)

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

   Net decrease in Senior Demand Notes

(816,695)

(132,740)

(7,268,898)

   Advances on Credit Line

11,240,082 

90,246,309 

103,563,000 

   Payments on Credit Line

(26,544,391)

(96,309,681)

(97,980,000)

   Commercial Paper issued

53,169,908 

396,342,906 

35,766,727 

   Commercial Paper redeemed

(15,405,476)

(372,970,262)

(46,781,459)

   Subordinated Debt issued

12,182,268 

11,623,006 

21,619,938 

   Subordinated Debt redeemed

(27,286,627)

(23,344,036)

(26,980,643)

   Dividends / Distributions paid

(4,941,325)

(8,758,311)

(3,731,328)

          

Net Cash Provided (Used)

1,597,744 

(3,302,809)

(21,792,663)

 

 

 

 

NET INCREASE (DECREASE) IN

 

 

 

     CASH AND CASH EQUIVALENTS

4,413,724 

23,127,264 

(26,670,703)

 

 

 

 

CASH AND CASH EQUIVALENTS, beginning

26,287,690 

3,160,426 

29,831,129 

 

 

 

 

CASH AND CASH EQUIVALENTS, ending

$

30,701,414 

$

26,287,690 

$

3,160,426 

 

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

 

Interest

$

12,519,354 

$

13,607,180 

$

14,830,353 

 

Income Taxes

2,488,000 

2,663,225 

2,972,200 

 

Assets Assumed (Note 12)

-- 

289,746 

-- 

 

 

 

 

 

See Notes to Consolidated Financial Statements

 

26


 

1st FRANKLIN FINANCIAL CORPORATION

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

FOR THE YEARS ENDED DECEMBER 31, 2010, 2009 AND 2008

 

1.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Business:

 

1st Franklin Financial Corporation (the "Company") is a consumer finance company which originates and services direct cash loans, real estate loans and sales finance contracts through 252 branch offices located throughout the southeastern United States.  In addition to this business, the Company writes credit insurance when requested by its loan customers as an agent for a non-affiliated insurance company specializing in such insurance.  Two of the Company's wholly owned subsidiaries, Frandisco Life Insurance Company and Frandisco Property and Casualty Insurance Company, reinsure the credit life, the credit accident and health and the credit property insurance so written.

 

Basis of Consolidation:

 

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries.  Inter-company accounts and transactions have been eliminated.

 

Fair Values of Financial Instruments:

 

The following methods and assumptions are used by the Company in estimating fair values for financial instruments:

 

Cash and Cash Equivalents.  Cash includes cash on hand and with banks.  Cash equivalents are short-term highly liquid investments with original maturities of three months or less.  The carrying value of cash and cash equivalents approximates fair value due to the relatively short period of time between the origination of the instruments and their expected realization.

 

Loans.  The fair value of the Company's direct cash loans and sales finance contracts approximate the carrying value since the estimated life, assuming prepayments, is short-term in nature.  The fair value of the Company's real estate loans approximate the carrying value since the interest rate charged by the Company approximates market rates.

 

Marketable Debt Securities.  The fair value ofr marketable debt securities is based on quoted market prices.  If a quoted market price is not available, fair value is estimated using market prices for similar securities.  See Note 3 for the fair value of marketable debt securities and Note 4 for information related to how these securities are valued.

 

Senior Debt.  The carrying value of the Company's senior debt securities approximate fair value due to the relatively short period of time between the origination of the instruments and their expected payment.

 

Subordinated Debt.  The carrying value of the Company's subordinated debt approximates fair value due to the re-pricing frequency of the securities.

 

Use of Estimates:

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could vary from these estimates; however, in the opinion of Management, such variances would not be material.

 

27


 

 

Income Recognition:

 

Accounting principles generally accepted in the United States of America require that an interest yield method be used to calculate the income recognized on accounts which have precomputed charges.  An interest yield method is used by the Company on each individual account with precomputed charges to calculate income for those on-going accounts, however, state regulations often allow interest refunds to be made according to the “Rule of 78's” method for payoffs and renewals.  Since the majority of the Company's accounts with precomputed charges are paid off or renewed prior to maturity, the result is that most of the accounts with precomputed charges effectively yield on a Rule of 78's basis.

 

Precomputed finance charges are included in the gross amount of certain direct cash loans, sales finance contracts and certain real estate loans.  These precomputed charges are deferred and recognized as income on an accrual basis using the effective interest method.  Some other cash loans and real estate loans, which do not have precomputed charges, have income recognized on a simple interest accrual basis.  Any loan which becomes 60 days or more past due, based on original contractual term, is placed in a non-accrual status.  When a loan is placed in non-accrual status, income accruals are discontinued.  Accrued income prior to the date an account becomes 60 days or more past due is not reversed.  Income on loans in non-accrual status is earned only if payments are received.  A loan in nonaccrual status is restored to accrual status when it becomes less than 60 days past due.

 

Loan fees and origination costs are deferred and recognized as an adjustment to the loan yield over the contractual life of the related loan.  

 

The property and casualty credit insurance policies written by the Company, as agent for an unrelated insurance company, are reinsured by the Company’s property and casualty insurance subsidiary.  The premiums are deferred and earned over the period of insurance coverage using the pro-rata method or the effective yield method, depending on whether the amount of insurance coverage generally remains level or declines.

 

The credit life and accident and health policies written by the Company, as agent for an unrelated insurance company, are reinsured by the Company’s life insurance subsidiary.  The premiums are deferred and earned using the pro-rata method for level-term life policies and the effective yield method for decreasing-term life policies.  Premiums on accident and health policies are earned based on an average of the pro-rata method and the effective yield method.

 

Claims of the insurance subsidiaries are expensed as incurred and reserves are established for incurred but not reported (IBNR) claims.  Reserves for claims totaled $1,253,688 and $1,350,559 at December 31, 2010 and 2009, respectively, and are included in unearned insurance premiums on the balance sheet.

 

Policy acquisition costs of the insurance subsidiaries are deferred and amortized to expense over the life of the policies on the same methods used to recognize premium income.

 

Commissions received from the sale of auto club memberships are earned at the time the membership is sold.  The Company sells the memberships as an agent for a third party.  The Company has no further obligations after the date of sale as all claims for benefits are paid and administered by the third party.

 

Depreciation and Amortization:

 

Office machines, equipment (including equipment and capital leases) and Company automobiles are recorded at cost and depreciated on a straight-line basis over a period of three to ten years.  Leasehold improvements are amortized on a straight-line basis over five years or less depending on the term of the applicable lease.  Depreciation and amortization expense for the three years ended December 31, 2010 was $2,465,829, $2,577,539 and $2,447,006, respectively.

 

Restricted Cash:

 

At December 31, 2010, 2009 and 2008, the Company had cash of $3,778,734, $3,067,695 and $2,366,779, respectively, that was held in restricted accounts at its insurance subsidiaries in order to meet certain deposit requirements imposed by the State of Georgia on insurance companies and to meet the reserve requirements of its reinsurance agreements.  During 2010, restricted cash also included escrow deposits held by the Company on behalf of certain mortgage real estate customers.

 

28


 

Impairment of Long-Lived Assets:

 

The Company annually evaluates whether events and circumstances have occurred or triggering events have occurred that indicate the carrying amount of property and equipment may warrant revision or may not be recoverable.  When factors indicate that these long-lived assets should be evaluated for possible impairment, the Company assesses the recoverability by determining whether the carrying value of such long-lived assets will be recovered through the future undiscounted cash flows expected from use of the asset and its eventual disposition.  Based on Management’s evaluation, there has been no impairment of carrying value of the long-lived assets, including property and equipment at December 31, 2010.

 

Income Taxes:

 

The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Codification (“ASC”) 740-10.  FASB ASC 740-10 provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits.  Income tax positions must meet a more-likely-than-not recognition threshold at the effective date to be recognized.  FASB ASC 740-10 also provides guidance on measurement, de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.  At December 31, 2010, the Company had no uncertain tax positions.  

 

The Company’s insurance subsidiaries are treated as taxable entities and income taxes are provided for where applicable (Note 11).  No provision for income taxes has been made by the Company since it has elected to be treated as an S Corporation for income tax reporting purposes. However, the state of Louisiana does not recognize S Corporation status, and the Company has accrued amounts necessary to pay the required income taxes in such state.

 

Collateral Held for Resale:

 

When the Company takes possession of the collateral which secures a loan, the collateral is recorded at the lower of its estimated resale value or the loan balance.  Any losses incurred at that time are charged against the Allowance for Loan Losses.

 

Marketable Debt Securities:  

 

Management has designated a significant portion of the Company’s marketable debt securities held in the Company's investment portfolio at December 31, 2010 and 2009 as being available-for-sale.  This portion of the investment portfolio is reported at fair market value with unrealized gains and losses excluded from earnings and reported, net of taxes, in accumulated other comprehensive income, which is a separate component of stockholders' equity.  Gains and losses on sales of securities available-for-sale are determined based on the specific identification method.  The remainder of the investment portfolio is carried at amortized cost and designated as held-to-maturity as Management has both the ability and intent to hold these securities to maturity.

 

Earnings per Share Information:

 

The Company has no contingently issuable common shares, thus basic and diluted per share amounts are the same.

 

New Accounting Pronouncements:

 

On July 21, 2010, the FASB issued Accounting Standards Update (“ASU”) 2010-20, which requires expanded disclosures related to the credit quality of finance receivables and loans.  This disclosure is effective for the Company during the December 31, 2010 reporting period.  FASB ASU 2010-20 also requires a roll-forward of the allowance for loan losses, additional activity based disclosures for both financing receivables, and the allowance for each reporting period and certain new disclosures about troubled debt restructuring, all of which would be effective for the Company during the March 31, 2011 reporting period.  As of January 19, 2011, the FASB issued ASU 2011-01, Deferral of the Effective Date of Disclosures about Troubled Debt Restructurings in Update No. 2010-20, which effectively defers the disclosure requirements in ASU 2010-20 related to trouble debt restructurings while they deliberate other potential changes to the accounting for troubled debt restructurings.  This deferral will end when the deliberations conclude and the guidance is issued.

 

 

29


 

In March 2010, the FASB issued new guidance impacting receivables.  The new guidance clarifies that a modification to a loan that is part of a pool of loans that were acquired with deteriorated credit quality should not result in the removal of the loan from the pool.  This guidance is effective for any modification of loans accounted for within a pool in the first interim or annual reporting period ending after July 15, 2010. The adoption of this guidance did not have a material effect on the Company’s consolidated financial position or results of operations.

 

In February 2010, the FASB issued Accounting Standards Update No. 2010-09 which was codified into ASC 855.  ASC 855 establishes principles and standards related to the accounting for and disclosure of events that occur after the balance sheet date but before the financial statements are issued.  This position requires an entity to recognize, in the financial statements, subsequent events that provide additional information regarding conditions that existed at the balance sheet date.  In addition, ASC 855 requires companies to disclose the date through which the Company has evaluated subsequent events to be the date the financial statements are issued.

 

In January 2010, FASB issued guidance to improve disclosures about fair value measurements.  The guidance requires entities to disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair measurements and describe the reasons for those transfers.  It also requires the Level 3 reconciliation to be presented on a gross basis, while disclosing purchases, sales, issuances and settlements separately.  The guidance became effective for interim and annual financial periods beginning after December 15, 2009 except for the requirement to present the Level 3 reconciliation on a gross basis, which is effective for interim and annual periods beginning after December 15, 2010.  The Company adopted the new disclosure requirements during 2010.  There were not significant transfers in and out of Level 1 or Level 2, and there was no activity in Level 3.

 

On June 29, 2009, the FASB issued an accounting pronouncement establishing “The FASB Accounting Standards Codification (the “ASC”) as the source of authoritative U.S. generally accepted accounting principles (“GAAP”) recognized by the FASB to be applied to nongovernmental entities.  ASC supersedes existing non-SEC accounting and reporting standards.  The Company adopted this new accounting pronouncement for the quarterly period ended September 30, 2009, as required, and the adoption did not have a material impact on the Company’s financial statements or results of operations.

 

In April 2009, the FASB issued FASB ASC 825.  ASC 825 amends SFAS No. 107, “Disclosures About Fair Value of Financial Instruments,” to require disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies as well as in annual financial statements.  ASC 825 also amends APB Opinion No. 28, “Interim Financial Reporting,” to require those disclosures in summarized financial information at interim reporting periods. The Company adopted ASC 825 during the quarter ended June 30, 2009 and has included the required disclosures in Note 4.  Due to the fact that ASC 825 required only additional disclosures, its adoption did not impact our financial position or results of operations.

 

In April 2009, the FASB issued FASB ASC 320.  FASB ASC 320 amends the guidance for determining other-than-temporary impairments for debt securities to make the guidance more operational and to improve the presentation in the financial statements.  ASC 320 did not amend existing recognition and measurement guidance related to other-than-temporary impairments of equity securities.  The positions were effective for interim and annual reporting periods ending after June 15, 2009. The adoption of these positions did not have a material impact on the Company’s consolidated financial statements.

 

In April 2009, the FASB issued FASB ASC 805.  FASB ASC 805 amends and clarifies Statement of Financial Accounting Standards (“SFAS”) SFAS No. 141(R), “Business Combinations”, to address application issues on the initial recognition and measurement, subsequent measurement and accounting, and disclosure of assets and liabilities arising from contingencies in a business combination.  FASB ASC 805 is effective for financial statements issued for fiscal years beginning after December 15, 2008.  The adoption of FASB ASC 805 did not have a material impact on the Company’s consolidated financial statements.

 

In April 2009, the FASB issued ASC 820.  FASB ASC 820 provides additional guidance for estimating fair value in accordance with ASC 820, “Fair Value Measurements,” when the volume and level of activity for the asset or liability have significantly decreased.  It also includes guidance on identifying circumstances that indicate if a transaction is not orderly.  It emphasizes that even if there has been a significant decrease in the volume and level of activity for the asset or liability and regardless of the valuation technique used, the objective of a fair value measurement remains the same.  Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction.  FASB ASC 820 is effective for interim and annual reporting periods ending after June 15, 2009.  The Company adopted the provisions of FASB ASC 820 during the quarter ended June 30, 2009 and has included the required disclosures within Note 4.

 

30


 


2.

LOANS

 

The Company’s consumer loans are made to individuals in relatively small amounts for relatively short periods of time.  First and second mortgage loans on real estate are made in larger amounts and for longer periods of time.  The Company also purchases sales finance contracts from various dealers.  All loans and sales contracts are held for investment.


Contractual Maturities of Loans:

 

An estimate of contractual maturities stated as a percentage of the loan balances based upon an analysis of the Company's portfolio as of December 31, 2010 is as follows:


 

 

Direct

Real

Sales

 

Due In      

Cash

Estate

Finance

 

Calendar Year    

   Loans   

   Loans    

Contracts

 

2011

66.06%

19.75%

65.59%

 

2012

27.90

18.57

26.11

 

2013

4.95

15.68

6.86

 

2014

.76

12.27

1.23

 

2015

.15

8.97

.13

 

2016 & beyond

      .18

  24.76

         .08

 

 

100.00%

100.00%

100.00%

 

Historically, a majority of the Company's loans have renewed many months prior to their final contractual maturity dates, and the Company expects this trend to continue in the future.  Accordingly, the above contractual maturities should not be regarded as a forecast of future cash collections.

 

Cash Collections on Principal:

 

During the years ended December 31, 2010 and 2009, cash collections applied to the principal of loans totaled $205,015,783 and $192,118,149, respectively, and the ratios of these cash collections to average net receivables were 62.99% and 60.10%, respectively.

 

Allowance for Loan Losses:

 

The Allowance for Loan Losses is based on Management's evaluation of the inherent risks and changes in the composition of the Company's loan portfolio.  Management’s approach to estimating and evaluating the allowance for loan losses is primarily on a total portfolio level based on historical loss trends, bankruptcy trends, the level of receivables at the balance sheet date, payment patterns and economic conditions primarily to include, but not limited, unemployment levels and gasoline prices.  Such allowance is, in the opinion of Management, sufficiently adequate for probable losses in the current loan portfolio.  As the estimates used in determining the loan loss reserve are influenced by outside factors, such as consumer payment patterns and general economic conditions, there is uncertainty inherent in these estimates.  Actual results could vary based on future changes in significant assumptions.

 

The Company classifies delinquent accounts at the end of each month according to the number of installments past due at that time, based on the then-existing terms of the contract.  Accounts are classified in delinquency categories based on the number of days past due.  When three installments are past due, we classify the account as being 60-89 days past due; when four or more installments are past due, we classify the account as being 90 days or more past due.  When a loan becomes five installments past due, it is charged off unless Management directs that it be retained as an active loan. In making this charge off evaluation, Management considers factors such as pending insurance, bankruptcy status and other measures of collectability.  In connection with any bankruptcy court initiated repayment plan and allowed by state regulatory authorities, the Company effectively resets the delinquency rating of each account to coincide with the court initiated repayment plan.  In addition, no installment is counted as being past due if at least 80% of the contractual payment has been paid.  The amount charged off is the unpaid balance less the unearned finance charges and the unearned insurance premiums, if applicable.

 

When a loan becomes 60 days or more past due based on its original terms, it is placed in nonaccrual status.  At this time, the accrual of any additional finance charges is discontinued.  Finance charges are then only recognized to the extent there is a loan payment received or until the account qualifies for return to accrual status.  Nonaccrual loans return to accrual status when the loan becomes less than 60 days past due.  There were no loans past due 60 days or more and still accruing interest at December 31, 2010.  The Company’s principal balances on non-accrual loans by loan category at December 31, 2010 and 2009 are as follows:

 

31


 


Loan Category

December 31,

 2010

December 31, 2009

 

 

 

Consumer Loans

$

27,643,405

$

30,548,714

Real Estate Loans

1,274,025

1,146,344

Sales Finance Contracts

1,331,137

1,746,477

Total

$

30,248,567

$

33,441,535

 

An age analysis of principal balances on past due loans, segregated by loan class, as of December 31, 2010 is as follows:

 


30-59 Days

Past Due


60-89 Days

Past Due

90 Days or

More

Past Due



Current


Total

Loans

 

 

 

 

 

 

Consumer Loans

$

10,507,984

$

5,765,462

$

12,596,092

$

315,791,942

$

344,661,480

Real Estate Loans

563,681

267,090

561,326

21,228,604

22,620,701

Sales Finance Contracts

507,723

265,857

644,219

20,289,244

21,707,043

Total

$

11,579,388

$

6,298,409

$

13,801,637

$

357,309,790

$

389,989,224

 

As previously mentioned, the level of the Company’s allowance for loan losses reflects Management’s continuing evaluation of certain quantitative risk factors such as historical loan loss experience, current industry loss experience, delinquency trends, bankruptcy trends and the overall level of the loan portfolio.  In addition, certain qualitative risk factors such as changes in the underlying value of collateral on loans, changes in our regulatory environment and general economic conditions are considered by Management when determining the level of the allowance for loan losses.

An analysis of the allowance for loan losses for the years ended December 31, 2010, 2009 and 2008 is shown in the following table:


 

2010

2009

2008

Beginning Balance

$

26,610,085 

$

23,010,085 

$

20,035,085 

Provision for Loan Losses

20,907,373 

29,302,142 

25,725,394 

Charge-Offs

(30,586,363)

(32,519,500)

(29,231,988)

Recoveries

7,178,990 

6,817,358 

6,481,594 

Ending Balance

$24,110,085 

$26,610,085 

$23,010,085 

 

3.

MARKETABLE DEBT SECURITIES

 

Debt securities available for sale are carried at estimated fair market value.  The amortized cost and estimated fair market values of these debt securities are as follows:


 


Amortized

Cost

Gross

Unrealized

Gains

Gross

Unrealized

Losses

Estimated

Fair Market

Value

December 31, 2010

 

 

 

 

Obligations of states and

 

 

 

 

political subdivisions

$

64,257,940

$

1,767,545

$

(91,629)

$

65,933,856

Corporate securities

130,316

246,750

-- 

377,066

 

$

64,388,256

$

2,014,295

$

(91,629)

$

66,310,922


December 31, 2009

 

 

 

 

Obligations of states and

 

 

 

 

political subdivisions

$

60,870,751

$

1,937,381

$

(83,661)

$

62,724,471

Corporate securities

130,316

272,210

-- 

402,526

 

$

61,001,067

$

2,209,591

$

(83,661)

$

63,126,997


Debt securities designated as "Held to Maturity" are carried at amortized cost based on Management's intent and ability to hold such securities to maturity.  The amortized cost and estimated fair market values of these debt securities are as follows:

 

32


 

 


Amortized

Cost

Gross

Unrealized

Gains

Gross

Unrealized

Losses

Estimated

Fair Market

Value

December 31, 2010

 

 

 

 

U.S. Treasury securities and


 

 


obligations of U.S. government

 

 

 

 

corporations and agencies

$

--

$

--

$

-- 

$

--

Obligations of states and

 

 

 

 

political subdivisions

11,890,954

196,898

   (70,260)

12,017,592

 

$

11,890,954

$

198,898

$

   (70,260)

$

12,017,592

 

 

 

 

 

 


Amortized

Cost

Gross

Unrealized

Gains

Gross

Unrealized

Losses

Estimated

Fair Market

Value

December 31, 2009

 

 

 

 

U.S. Treasury securities and


 

 


obligations of U.S. government

 

 

 

 

corporations and agencies

$

499,618

$

7,455

$

-- 

$

507,073

Obligations of states and

 

 

 

 

political subdivisions

9,831,107

301,682

         (3,027)

10,129,762

 

$

10,330,725

$

309,137

$

   (3,027)

$

10,636,835

 

  The amortized cost and estimated fair market values of marketable debt securities at December 31, 2010, by contractual maturity, are shown below:


 

Available for Sale

Held to Maturity

 

 

Estimated

 

Estimated

 

Amortized

Fair Market

Amortized

Fair Market

 

Cost

Value

Cost

Value

 

 

 

 

 

Due in one year or less

$

9,703,539

$

10,021,463

$

2,505,009

$

2,530,190

Due after one year through five years

39,312,258

40,514,147

6,649,906

6,707,648

Due after five years through ten years

14,690,313

15,108,369

2,736,039

2,779,754

Due after ten years

682,146

666,943

--

--

 

$

64,388,256

$

66,310,922

$

11,890,954

$

12,017,592

 

The following table is an analysis of investment securities in an unrealized loss position for which other-than-temporary impairments have not been recognized as of December 31, 2010:

 

 

 

Less than 12 Months

12 Months or Longer

Total

 

 

Fair

Value

Unrealized

Losses

Fair

Value

Unrealized

Losses

Fair

Value

Unrealized

Losses

 

Available for Sale:

 

 

 

 

 

 

 

Obligations of states and

political subdivisions


$

8,436,974


$

86,091


$

498,080


$

5,539


$

8,935,054


$

91,629

 

Total

8,436,974

86,091

498,080

5,539

8,935,054

91,629

 

 

 

 

 

 

 

 

 

Held to Maturity:

 

 

 

 

 

 

 

Obligations of states and

political subdivisions


3,458,175


67,626


251,758


2,633


3,709,933


70,260

 

Total

3,458,175

67,626

251,758

2,633

3,709,933

70,260

 

 

 

 

 

 

 

 

 

Overall Total

$

11,895,149

$

153,717

$

749,838

$

8,172

$

12,644,987

$

161,889

 

The table above represents 29 investments held by the Company, the majority of which were rated “A+” or higher.  The unrealized losses on the Company’s investments were the result of interest rate increases over the previous years. The total unrealized loss was less than 1.3% of the fair value of the affected investments.  Based on the ratings of these investments, the Company’s ability and intent to hold these investments until a recovery of fair value and after considering the severity and duration of the impairments, the Company does not consider the impairment of these investments to be other-than-temporary at December 31, 2010.

 

33


 

There were no sales of investments in debt securities available-for-sale or held-to-maturity during 2010.  Proceeds from redemptions of investment securities due to the exercise of call provisions by the issuers thereof and regularly scheduled maturities during 2010 were $9,254,950.  Gross gains of $5,113 were realized from these redemptions.

 

There were no sales of investments in debt securities available-for-sale or held-to-maturity during 2009.  Proceeds from redemptions of investment securities due to the exercise of call provisions by the issuers thereof and regularly scheduled maturities during 2009 were $12,280,750.  Gross gains of $4,758 and gross losses of $-0- were realized from these redemptions.

 

Proceeds from sales of securities during 2008 were $7,164,450.  Gross gains of $68,296 and gross losses of $58,517 were realized on these sales.  Proceeds from redemptions of investment securities due to the exercise of call provisions by the issuers thereof and regularly scheduled maturities during 2008 were $16,750,500.  Gross gains of $18,386 and gross losses of $15,269 were realized from these redemptions.  The proceeds from the sales of securities were distributed to the Company from its insurance subsidiaries and were used for general liquidity purposes.  The Company does not believe that it will engage in similar sales of securities with unrealized losses in the future and, thus, believes that it has the intent and ability to hold its current investments with unrealized losses until there is a recovery of the fair value.`

 

 

4.

FAIR VALUE

 

FASB ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date  The following fair value hierarchy is used in selecting inputs used to determine the fair value of an asset or liability, with the highest priority given to Level 1, as these are the most transparent or reliable.  A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement.

 

Level 1 -

Quoted prices for identical instruments in active markets.


Level 2 -

Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs are observable in active markets.


Level 3 -

Valuations derived from valuation techniques in which one or more significant inputs are unobservable.


The Company is responsible for the valuation process and as part of this process may use data from outside sources in establishing fair value.  The Company performs due diligence to understand the inputs or how the data was calculated or derived.  The Company corroborates the reasonableness of external inputs in the valuation process.  To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires significantly more judgment.  When possible we use prices and inputs that are current as of the measurement date, including during periods of market dislocation.  In periods of market dislocation, the observation of prices and inputs may be reduced for many instruments.  This condition could cause an instrument to be reclassified between levels.


Assets measured at fair value as of December 31, 2010 are available-for-sale investment securities which are summarized below:


 

34



 

 

 

 

 

 

 

Fair Value Measurements at Reporting Date Using

 

 

Quoted Prices

 

 

 

 

In Active

Significant

 

 

 

Markets for

Other

Significant

 

 

Identical

Observable

Unobservable

 

 

Assets

Inputs

Inputs

Description

12/31/2010

(Level 1)

(Level 2)

(Level 3)

 

 

 

 

 

Corporate securities

$

377,066

$

377,066

$

--

$

        --

Obligations of states and

      political subdivisions


65,933,856


--


65,933,856


        --

Available-for-sale

     investment securities


$

66,310,922


$

377,066


$

65,933,856


$

        --

 

 

 

 

 

 

 

 

 

 

 

 

Fair Value Measurements at Reporting Date Using

 

 

Quoted Prices

 

 

 

 

In Active

Significant

 

 

 

Markets for

Other

Significant

 

 

Identical

Observable

Unobservable

 

 

Assets

Inputs

Inputs

Description

12/31/2009

(Level 1)

(Level 2)

(Level 3)

 

 

 

 

 

Corporate securities

$

402,525

$

402,525

$

--

$

        --

Obligations of states and

      political subdivisions


62,724,472


--


62,724,472


        --

Available-for-sale

     investment securities


$63,126,997


$

402,525


$

62,724,472


$

        --

 

5.

INSURANCE SUBSIDIARY RESTRICTIONS

 

As of December 31, 2010 and 2009, respectively, 88% and 86% the Company's cash and cash equivalents and investment securities were maintained in the Company’s insurance subsidiaries.  State insurance regulations limit the types of investments an insurance company may hold in its portfolio.  These limitations specify types of eligible investments, quality of investments and the percentage a particular investment may constitute of an insurance company’s portfolio.


Dividend payments to the Company by its wholly owned insurance subsidiaries are subject to annual limitations and are restricted to the greater of 10% of statutory surplus or statutory earnings before recognizing realized investment gains of the individual insurance subsidiaries, unless prior approval is obtained from the Georgia Insurance Commissioner.  At December 31, 2010, Frandisco Property and Casualty Insurance Company and Frandisco Life Insurance Company had a statutory surplus of $40.7 million and $41.4 million, respectively.  No dividends were paid to the parent company during 2010.

 

6.

SENIOR DEBT

 

Effective September 11, 2009, the Company entered into a credit facility with Wells Fargo Preferred Capital, Inc.  As amended to date, the credit agreement provides for borrowings of up to $100.0 million, subject to certain limitations, and all borrowings are secured by the finance receivables of the Company.  The credit agreement contains covenants customary for financing transactions of this type.  Available borrowings under the credit agreement were $99.1 million at December 31, 2010, at an interest rate of 3.75%.  This compares to available borrowings of $83.8 million at December 31, 2009, at an interest rate of 3.75%.

 

Available but unborrowed amounts under the credit agreement are subject to a periodic unused line fee of .50%.  The interest rate under the credit agreement is equivalent to the greater of (a) .75% per annum plus 300 basis points or (b) the three month London Interbank Offered Rate (the “LIBOR Rate”) plus 300 basis points.  The LIBOR Rate is be adjusted on the first day of each calendar month based upon the LIBOR Rate as of the last day of the preceding calendar month.

 

 

35


 

The Credit Agreement has a commitment termination date of September 11, 2013.  Any then- outstanding balance under the Credit Agreement would be due and payable on such date.  The lender also may terminate the agreement upon the violation of any of the financial ratio requirements or covenants contained in the Credit Agreement or if the financial condition of the Company becomes unsatisfactory to the lender, according to standards set forth in the Credit Agreement.  Such financial ratio requirements include a minimum equity requirement, an interest expense coverage ratio and a minimum debt to equity ratio, among others.  At December 31, 2010, the Company was in compliance with all covenants.

 

At December 31, 2010 and 2009, the Company had balances of $.9 million and $16.2 million, respectively, in borrowings under the credit agreement in existence at the applicable dates at interest rates of 3.75%.

 

The Company’s Senior Demand Notes are unsecured obligations which are payable on demand. The interest rate payable on any Senior Demand Note is a variable rate, compounded daily, established from time to time by the Company.

 

Commercial Paper is issued by the Company only to qualified investors, in amounts in excess of $50,000, with maturities of less than 270 days and at interest rates that the Company believes are competitive in its market.

 

 

Additional data related to the Company's senior debt is as follows:


 

Weighted

 

 

 

 

Average

Maximum

Average

Weighted

 

Interest

Amount

Amount

Average

Year Ended

Rate at end

Outstanding

Outstanding

Interest Rate

December 31

of Year

During Year

During Year

During Year

 

 (In thousands, except % data)

2010:

 

 

 

 

Bank

3.75%

$

16,912

$

1,472

3.75%

Senior Demand Notes

2.11   

42,031

41,502

2.16   

Commercial Paper

4.45   

167,200

 145,820

4.86   

All Categories

3.99   

208,492

188,794

4.27   

 

 

 

 

 

2009:

 

 

 

 

Bank

3.75%

$

31,861

$

14,422

2.99%

Senior Demand Notes

2.21   

45,286

42,399

2.81   

Commercial Paper

5.64   

129,435

 118,271

5.82   

All Categories

4.72   

186,849

175,092

4.86   

 

 

 

 

 

2008:

 

 

 

 

Bank

2.75%

$

49,484

$

22,993

4.25%

Senior Demand Notes

2.96   

49,510

46,751

2.99   

Commercial Paper

5.47   

116,714

105,204

5.61   

All Categories

4.50   

187,679

174,947

4.73   

 

7.

SUBORDINATED DEBT

 

The payment of the principal and interest on the Company’s subordinated debt is subordinate and junior in right of payment to all unsubordinated indebtedness of the Company.

 

Subordinated debt consists of Variable Rate Subordinated Debentures issued from time to time by the Company, and which mature four years after their date of issue.  The maturity date is automatically extended for an additional four years unless the holder or the Company redeems the debenture on its original maturity date or within any applicable grace period thereafter.  The debentures are offered and sold in various minimum purchase amounts with varying interest rates and interest adjustment periods for each respective minimum purchase amount, as established from time to time by the Company. Interest rates on the debentures are automatically adjust at the end of each adjustment period.  The debentures may also be redeemed by the holder at the applicable interest adjustment date or within any applicable grace period thereafter without penalty.  Redemptions at any other time are at the discretion of the Company and are subject to an interest penalty. The Company may redeem the debentures for a price equal to 100% of the principal plus accrued but unpaid interest upon 30 days’ notice to the holder.

 

36

 


 

 

Interest rate information on the Company’s subordinated debt at December 31 is as follows:


Weighted Average Rate at

 

Weighted Average Rate

End of Year

 

During Year

 

 

 

 

 

 

 

2010 

2009 

2008 

 

2010

2009

2008

 

 

 

 

 

 

 

4.68%

5.77%

5.94%

 

5.20%

5.89%

6.28%

 

 

Maturity information relating to the Company's subordinated debt at December 31, 2010 is as follows:


 

Amount Maturing

 

Based on Maturity

Based on Interest

 

Date

Adjustment Period

 

 

 

2011

$

19,391,294

$

46,800,452

2012

11,258,432

6,880,833

2013

12,584.581

3,130,994

2014

16,545,313

2,967,341

 

$

59,779,620

$

59,779,620


8.

COMMITMENTS AND CONTINGENCIES

 

The Company's operations are carried on in locations which are occupied under operating lease agreements.  These lease agreements usually provide for a lease term of five years with the Company holding a renewal option for an additional five years.  During 2008 there were also operating leases for computer equipment the Company uses in its operations.  Operating leases for equipment had terms of three years.  During 2009 the operating leases for equipment were bought out and the Company retained ownership of the equipment.  Total operating lease expense was $4,766,642, $4,727,213 and $4,494,612 for the years ended December 31, 2010, 2009 and 2008, respectively.  The Company’s minimum aggregate lease commitments at December 31, 2010 are shown in the table below.  



Year

Operating

Leases

 

 

2011

$

4,451,366

2012

3,513,013

2013

2,496,841

2014

1,389,687

2015

791,842

2016 and beyond

46,254

   Total

$

12,689,003

 

The Company is involved in various claims and lawsuits incidental to its business from time to time.  In the opinion of Management, the ultimate resolution of any such known claims and lawsuits will not have a material effect on the Company's financial position, liquidity or results of operations.

9.

EMPLOYEE BENEFIT PLANS

 

The Company maintains a 401(k) plan, which was qualified under Section 401(a) and Section 401(k) of the Internal Revenue Code of 1986 (the “Code”), as amended, to cover employees of the Company.

 

Any employee who is 18 years of age or older is eligible to participate in the 401(k) plan on the first day of the month following 30 days of continuous employment and the Company begins matching up to 4.50% of an employee’s deferred contribution, up to 6.00% of their total compensation.  During 2010, 2009 and 2008, the Company contributed $1,255,394, $1,162,534 and $1,103,483 in matching funds for employee 401(k) deferred accounts, respectively.

 

The Company also maintains a non-qualified deferred compensation plan for employees who receive compensation in excess of the amount provided in Section 401(a)(17) of the Code, as said amount may be adjusted from time to time in accordance with the Code.

 

 

37


 

10.

RELATED PARTY TRANSACTIONS

 

The Company leases a portion of its properties (see Note 8) for an aggregate of $156,300 per year from certain officers or stockholders. In Management's opinion, these leases are at rates which approximate those obtainable from independent third parties.

 

During 1999, a loan was extended to a real estate development partnership of which one of the Company’s beneficial owners (David W. Cheek) is a partner.  David Cheek (son of Ben F. Cheek, III) owns 10.59% of the Company’s voting stock. The loan was renewed on March 9, 2010.  The balance on this commercial loan (including principal and accrued interest) was $1,083,595 at December 31, 2010.  The maximum amount outstanding during the year was $1,083,595.  The loan is a variable-rate loan with the interest based on the prime rate plus 1%. The interest rate adjusts whenever the prime rate changes.

 

Effective September 23, 1995, the Company entered into a Split-Dollar Life Insurance Agreement with the Trustee of an executive officer’s irrevocable life insurance trust.  The life insurance policy insures one of the Company’s executive officers.  As a result of certain changes in tax regulations relating to split-dollar life insurance policies, the agreement was amended effectively making the premium payments a loan to the Trust.  The interest on the loan is a variable rate adjusting monthly based on the federal mid-term Applicable Federal Rate.  A payment of $5,722 for interest accrued during 2010 was applied to the loan on December 31, 2010.  No principal payments on this loan were made in 2010.  The balance on this loan at December 31, 2010 was $265,190.  This was the maximum loan amount outstanding during the year.

 

 

11.

INCOME TAXES


The Company has elected to be treated as an S corporation for income tax reporting purposes.  The taxable income or loss of an S corporation is treated as income of and is reportable in the individual tax returns of the shareholders of the company in an appropriate allocation.  Accordingly, deferred income tax assets and liabilities have been eliminated and no provisions for current and deferred income taxes were made by the Company other than amounts related to prior years when the Company was a taxable entity and for amounts attributable to state income taxes for the state of Louisiana, which does not recognize S corporation status for income tax reporting purposes.  Deferred income tax assets and liabilities will continue to be recognized and provisions for current and deferred income taxes will be made by the Company’s subsidiaries.

 

The provision for income taxes for the years ended December 31, 2010, 2009 and 2008 is made up of the following components:


 

2010      

2009      

2008      

 

 

 

 

Current – Federal

$

2,457,099 

$

2,649,391 

$

2,928,904 

Current – State

10,214 

12,180 

11,713 

Total Current

2,467,313 

2,661,571 

2,940,617 

 

 

 

 

Deferred – Federal

272,131 

15,771 

155,830 

 

 

 

 

Total Provision

$

2,739,444 

$

2,677,342 

$

3,096,447 

 

 

Temporary differences create deferred federal tax assets and liabilities, which are detailed below for December 31, 2010 and 2009.  These amounts are included in accounts payable and accrued expenses in the accompanying consolidated statements of financial position.


 

     Deferred Tax Assets (Liabilities)

 

 

 

 

2010      

2009      

Insurance Commission

$

(4,584,854)

$

(4,238,964)

Unearned Premium Reserves

1,711,820 

1,605,639 

Unrealized Gain on

 

 

Marketable Debt Securities

(372,392)

(429,086)

Other

(345,122)

(312,634)

 

$

(3,590.548)

$

(3,375,045)

 

38


 

The Company's effective tax rate for the years ended December 31, 2010, 2009 and 2008 is analyzed as follows.  Rates were higher during the year ended December 31, 2009 due to less income at the S corporation level which was passed to the shareholders of the Company for tax reporting, whereas income earned by the insurance subsidiaries was taxed at the corporate level.  Shareholders were able to use S corporation losses to offset other income they may have had to the extent of their basis in their S corporation stock.



 

2010 

2009  

2008  

Statutory Federal income tax rate

34.0%

34.0%

34.0%

State income tax, net of Federal

 

 

 

tax effect

-   

.1   

.1   

Net tax effect of IRS regulations

 

 

 

on life insurance subsidiary

(2.3)  

(4.8)  

(3.5)  

Tax effect of S corporation status

(17.0)  

1.5   

(2.7)  

Tax exempt income

(3.0)  

(6.7)  

(5.2)  

Other Items

     .-   

    .1   

   (.2)  

Effective Tax Rate

11.7%

24.2%

22.5%


 

12.

ACQUISITION:

 

Prior to December 2009, the Company owned 50% of the outstanding shares of T&T Corporation.  T&T Corporation owns a building currently leased to the Company.  In December 2009, the Company purchased the remaining outstanding shares of T&T Corporation for consideration of $27,601 in cash, which is net of $143,870 of cash acquired.  Total assets assumed were $289,748.

  


 

13.

SEGMENT FINANCIAL INFORMATION:

 

The Company discloses segment information in accordance with FASB ASC 280.  FASB ASC 280 requires companies to determine segments based on how management makes decisions about allocating resources to segments and measuring their performance.

  

On and prior to December 31, 2010, the Company had six reportable segments: Division I through Division V and Division VII.  Each segment was comprised of a number of branch offices that are aggregated based on vice president responsibility and geographical location.  Division I was comprised of offices located in South Carolina.  Division II was comprised of offices in North Georgia, Division III encompassed Central and South Georgia offices, and Division VII was comprised of offices in West Georgia.  Division IV represents our Alabama and Tennessee offices, and our offices in Louisiana and Mississippi encompass Division V.  Division VI is reserved for future use.  

  

Accounting policies of the segments are the same as those of the Company described in the summary of significant accounting policies.  Performance is measured based on objectives set at the beginning of each year and include various factors such as segment profit, growth in earning assets and delinquency and loan loss management.  All segment revenues result from transactions with third parties.  The Company does not allocate income taxes or corporate headquarter expenses to the segments.

 

39

 



Below is a performance recap of each of the Company's reportable segments for the year ended December 31, 2010 followed by a reconciliation to consolidated Company data.  

 


Year 2010

 

Division

I

Division

II

Division

III

Division

IV

Division

V

Division

VII

Total

Segments

Revenues:

 

( In Millions)

Finance Charges Earned

$  14.8

$  17.8

$  17.7

$ 20.9

$  17.1

$   12.1

$ 100.4

Insurance Income

    2.7

     6.6

     6.7

    4.4

    4.3

   4.5

   29.2

Other

       .1

     1.3

     1.3

       .9

     1.3

        .7

      5.6

 

 

   17.6

   25.7

   25.7

   26.2

   22.7

    17.3

  135.2

Expenses:

 

 

 

 

 

 

 

 

Interest Cost

1.4

2.4

2.4

2.6

1.8

 1.7

12.3

Provision for Loan Losses

3.0

4.2

4.6

5.3

3.6

2.9

23.6

Depreciation

     .4

      .4

      .3

     .5

      .3

      .2

      2.1

Other

    8.2

     8.7

     9.3

   10.4

     9.9

      6.2

    52.7


  13.0

   15.7

   16.6

   18.8

   15.6

    11.0

    90.7

 

 

 

 

 

 

 

 

 

Segment Profit

$   4.6

$ 10.0

$   9.1

$  7.4

$   7.1

$    6.3

$  44.5

 

 

 

 

 

 

 

 

 

Segment Assets:

 

 

 

 

 

 

 

Net Receivables

$ 39.6

$ 63.0

$ 62.9

$ 72.4

$ 50.2

$ 43.2

$331.3

Cash

.3

.5

.6

.5

.4

.3

2.6

Net Fixed Assets

.7

.7

.6

1.3

.7

.4

4.4

Other Assets

       .0

       .1

       .0

       .2

       .1

       .1

       .5

Total Segment Assets

$ 40.6

$ 64.3

$ 64.1

$ 74.4

$ 51.4

$ 44.0

$338.8

 








RECONCILIATION:







2010

Revenues:






 

(In Millions)

Total revenues from reportable segments

$ 135.2

Corporate finance charges earned not allocated to segments

.1

Reclass of insurance expense against insurance income

2.7

Timing difference of insurance income allocation to segments

7.3

Other revenues not allocated to segments

        .2

Consolidated Revenues

$145.5

 

 

 

 

 

 



Net Income:

 

 

 

 

 



Total profit or loss for reportable segments

$  44.5

Corporate earnings not allocated

10.2

Corporate expenses not allocated

(31.3)

Income taxes not allocated

    (2.7)

Consolidated Net Income

$  20.7

 








Assets:








Total assets for reportable segments

$338.8

Loans held at corporate home office level

1.7

Unearned insurance at corporate level

(13.9)

Allowance for loan losses at corporate level

(24.1)

Cash and cash equivalents held at  corporate level

31.8

Investment securities at corporate level

78.2

Fixed assets at corporate level

2.3

Other assets at corporate level

      7.3

Consolidated Assets

$422.1

 

40


 

Below is a performance recap of each of the Company's reportable segments for the year ended December 31, 2009 followed by a reconciliation to consolidated Company data.  

 


Year 2009

 

Division

I

Division

II

Division

III

Division

IV

Division

V

Division

VII

Total

Segments

Revenues:

 

( In Millions)

Finance Charges Earned

$  14.0

$  16.6

$  17.5

$ 19.8

$  16.4

$   12.0

$  96.3

Insurance Income

    2.8

     6.3

     6.6

    4.2

    4.2

   4.4

   28.5

Other

       .1

     1.2

     1.2

       .8

     1.0

        .7

      5.0

 

 

   16.9

   24.1

   25.3

   24.8

   21.6

    17.1

  129.8

Expenses:

 

 

 

 

 

 

 

 

Interest Cost

1.6

2.6

2.7

2.8

2.0

 1.9

13.6

Provision for Loan Losses

4.2

4.2

4.8

5.3

3.6

3.4

25.5

Depreciation

     .4

      .3

      .3

     .5

      .3

      .2

      2.0

Other

    8.5

     8.7

     9.7

     9.7

     9.7

      6.5

    52.8


  14.7

   15.8

   17.5

   18.3

   15.6

    12.0

    93.9

 

 

 

 

 

 

 

 

 

Segment Profit

$   2.2

$   8.3

$   7.8

$  6.5

$   6.0

$    5.1

$  35.9

 

 

 

 

 

 

 

 

 

Segment Assets:

 

 

 

 

 

 

 

Net Receivables

$ 36.5

$ 60.8

$ 61.7

$ 68.6

$ 46.6

$ 42.0

$316.2

Cash

.4

.6

.9

.7

.7

.5

3.8

Net Fixed Assets

1.0

.9

.8

1.4

.8

.5

5.4

Other Assets

       .0

       .1

       .0

       .1

       .0

       .0

       .2

Total Segment Assets

$ 37.9

$ 62.4

$ 63.4

$ 70.8

$ 48.1

$ 43.0

$325.6

 








RECONCILIATION:







2009

Revenues:






 

(In Millions)

Total revenues from reportable segments

$ 129.8

Corporate finance charges earned not allocated to segments

.2

Reclass of insurance expense against insurance income

2.8

Timing difference of insurance income allocation to segments

6.9

Other revenues not allocated to segments

        .1

Consolidated Revenues

$139.8

 

 

 

 

 

 



Net Income:

 

 

 

 

 



Total profit or loss for reportable segments

$  35.9

Corporate earnings not allocated

10.1

Corporate expenses not allocated

(34.9)

Income taxes not allocated

    (2.7)

Consolidated Net Income

$    8.4

 








Assets:








Total assets for reportable segments

$325.6

Loans held at corporate home office level

2.7

Unearned insurance at corporate level

(13.1)

Allowance for loan losses at corporate level

(26.6)

Cash and cash equivalents held at  corporate level

25.5

Investment securities at corporate level

73.5

Fixed assets at corporate level

2.4

Other assets at corporate level

      6.4

Consolidated Assets

$396.4

 

41



Below is a performance recap of each of the Company's reportable segments for the year ended December 31, 2008 followed by a reconciliation to consolidated Company data.

 


Year 2008

 

Division

I

Division

II

Division

III

Division

IV

Division

V

Division

VII

Total

Segments

Revenues:

 

( In Millions)

Finance Charges Earned

$  13.4

$  13.4

$  18.0

$ 18.4

$  16.2

$   14.8

$   94.2

Insurance Income

    3.2

     5.2

     7.1

    4.1

    4.2

   5.7

   29.5

Other

       .1

       .9

     1.2

       .8

     1.1

      1.0

      5.1

 

 

   16.7

   19.5

   26.3

   23.3

   21.5

    21.5

  128.8

Expenses:

 

 

 

 

 

 

 

 

Interest Cost

1.9

2.3

3.0

2.8

2.1

 2.5

14.6

Provision for Loan Losses

3.6

2.5

4.7

4.6

3.7

3.6

22.7

Depreciation

     .3

      .3

      .3

     .4

      .3

      .3

      1.9

Other

    8.7

   7.6

   10.2

     9.3

     9.4

      7.6

    52.8


  14.5

   12.7

   18.2

   17.1

   15.6

    14.0

    92.0

 

 

 

 

 

 

 

 

 

Segment Profit

$   2.2

$   6.8

$   8.1

$  6.2

$   6.0

$    7.5

$  36.8

 

 

 

 

 

 

 

 

 

Segment Assets:

 

 

 

 

 

 

 

Net Receivables

$ 40.0

$ 48.8

$ 64.4

$ 64.3

$ 45.6

$ 54.1

$317.2

Cash

.3

.4

.7

.5

.5

.5

2.9

Net Fixed Assets

1.2

.9

1.1

1.6

1.1

.7

6.6

Other Assets

       .0

       .1

       .0

       .1

       .0

       .0

       .2

Total Segment Assets

$ 41.5

$ 50.2

$ 66.2

$ 66.5

$ 47.2

$ 55.3

$326.9

 








RECONCILIATION:







2008

Revenues:






 

(In Millions)

Total revenues from reportable segments

$ 128.8

Corporate finance charges earned not allocated to segments

.3

Reclass of insurance expense against insurance income

3.8

Timing difference of insurance income allocation to segments

5.5

Other revenues not allocated to segments

        .2

Consolidated Revenues

$138.6

 

 

 

 

 

 



Net Income:

 

 

 

 

 



Total profit or loss for reportable segments

$  36.8

Corporate earnings not allocated

9.8

Corporate expenses not allocated

(32.8)

Income taxes not allocated

    (3.1)

Consolidated Net Income

$  10.7

 








Assets:








Total assets for reportable segments

$326.9

Loans held at corporate home office level

2.8

Unearned insurance at corporate level

(11.4)

Allowance for loan losses at corporate level

(23.0)

Cash and cash equivalents held at  corporate level

2.6

Investment securities at corporate level

82.0

Fixed assets at corporate level

2.7

Other assets at corporate level

      6.8

Consolidated Assets

$389.4

 

42


 

DIRECTORS AND EXECUTIVE OFFICERS

 

 

Directors

Principal Occupation,

 Has Served as a

      Name

Title and Company

Director Since

 

Ben F. Cheek, III

Chairman of Board and Chief Executive Officer,

1967

1st Franklin Financial Corporation

 

Ben F. Cheek, IV

Vice Chairman of Board,

2001

1st Franklin Financial Corporation

 

A. Roger Guimond

Executive Vice President and

2004

Chief Financial Officer,

1st Franklin Financial Corporation

 

John G. Sample, Jr.

Senior Vice President and Chief Financial Officer,

2004

Atlantic American Corporation

 

C. Dean Scarborough

Real Estate Agent

2004

 

Robert E. Thompson

Retired Doctor

1970

 

Keith D. Watson

Vice President and Corporate Secretary,

2004

Bowen & Watson, Inc.

 

Executive Officers

Served in this

     Name

Position with Company

Position Since

 

Ben F. Cheek, III

Chairman of Board and CEO

1989

 

Ben F. Cheek, IV

Vice Chairman of Board

2001

 

Virginia C. Herring

President

2001

 

A. Roger Guimond

Executive Vice President and

   Chief Financial Officer

1991

 

J. Michael Culpepper

Executive Vice President and

2006

   Chief Operating Officer

 

C. Michael Haynie

Executive Vice President -

2006

   Human Resources

 

Karen S. Lovern

Executive Vice President -

2006

   Strategic and Organization Development

 

Charles E. Vercelli, Jr.

Executive Vice President -

2008

   General Counsel

 

Lynn E. Cox

Vice President / Secretary & Treasurer

1989

 

CORPORATE INFORMATION

 

Corporate Offices   

Legal Counsel   

Independent Registered Public

P.O. Box 880

Jones Day

Accounting Firm

135 East Tugalo Street

Atlanta, Georgia

Deloitte & Touche LLP

Toccoa, Georgia 30577

Atlanta, Georgia

(706) 886-7571

 

Requests for Additional Information

Informational inquiries, including requests for a copy of the Company’s most recent annual report on Form 10-K, and any subsequent quarterly reports on Form 10-Q, as filed with the Securities and Exchange Commission, should be addressed to the Company's Secretary at the corporate offices listed above.

 

43


 

BRANCH OPERATIONS

 

 

 

 

 

Division I - South Carolina

 

 

 

 

 

 

Virginia K. Palmer

----------

Vice President

 

 

Regional Operations Directors

 

 

Richard F. Corirossi

 

Victoria A. McLeod

 

 

David A. Hoard

 

Brian L. McSwain

 

 

Judy E. Mayben

 

Larry D. Mixson

 

 

 

 

 

 

 

 

 

 

 

Division II - North Georgia  *

 

 

 

 

 

 

Ronald F. Morrow

----------

Vice President

 

 

Regional Operations Directors

 

 

Ronald E. Byerly

 

Janee G. Huff

 

 

A. Keith Chavis

 

John R. Massey

 

 

Shelia H. Garrett

 

Sharon S. Langford

 

 

Harriet Healey

 

Diana L. Vaughn

 

 

 

 

 

 

Division III – South Georgia *

 

 

 

 

 

 

Marcus C. Thomas

----------

Vice President

 

 

Regional Operations Directors

 

 

Bertrand P. Brown

 

Thomas C. Lennon

 

 

William J. Daniel

 

James A. Mahaffey

 

 

Judy A. Landon

 

Jennifer C. Purser

 

 

Jeffrey C. Lee

 

Michelle M. Rentz

 

 

 

 

 

 

Division IV - Alabama and Tennessee

 

 

 

 

 

 

Michael J. Whitaker

----------

Vice President

 

 

Joseph R. Cherry

----------

Area Vice President (TN)

 

 

Regional Operations Directors

 

 

Brian M. Hill

 

Johnny M. Olive

 

 

Jerry H. Hughes

 

Hilda L. Phillips

 

 

Janice E. Childers

 

Henrietta R. Reathford

 

 

 

 

 

 

Division V – Louisiana and Mississippi

 

 

 

 

 

 

James P. Smith, III

----------

Vice President

 

 

Regional Operations Directors

 

 

Sonya L. Acosta

 

T. Loy Davis

 

 

Bryan W. Cook

 

Carla A. Eldridge

 

 

Charles R. Childress

 

John B. Gray

 

 

Jeremy R. Cranfield

 

Marty B. Miskelly

 

 

 

 

 

 

 

 

 

 

 

*  Note:  Prior to January 1, 2011, Division VII was an area encompassing northwest and central Georgia.  Effective January 1, 2011, the branches in this division were reconfigured into Division II – North Georgia or Division III – South Georgia.  

 

 

 

 

 

ADMINISTRATION

 

 

 

 

 

Lynn E. Cox

Vice President –

Investment Center

 

Anita S. Looney

Vice President –

 Branch Administration

Cindy H. Mullin

Vice President –

   Information Technology

 

Pamela S. Rickman

Vice President  -

Compliance / Audit

Brian D. Lingle

Vice President –

Controller

 

 R. Darryl Parker

Vice President -

   Employee Development

 

 

 

 

 

 

44


 

 

 

___________________

 

2010 BEN F. CHEEK, JR. "OFFICE OF THE YEAR"

 

 

*********************

** PICTURE OF EMPLOYEES **

*********************

 

 

This award is presented annually in recognition of the office that represents the highest overall performance within the Company.  Congratulations to the entire Thomson, Georgia staff for this significant achievement.  The Friendly Franklin Folks salute you!





45





                                   INSIDE BACK COVER PAGE OF ANNUAL REPORT

 

(Graphic showing state maps of Alabama, Georgia, Louisiana, Mississippi and South Carolina which is regional operating territory of Company and listing of branch offices)

 

1st FRANKLIN FINANCIAL CORPORATION BRANCH OFFICES


ALABAMA

Adamsville

Bessemer

Enterprise

Huntsville (2)

Opp

Scottsboro

Albertville

Center Point

Fayette

Jasper

Oxford

Selma

Alexander City

Clanton

Florence

Moody

Ozark

Sylacauga

Andalusia

Cullman

Fort Payne

Moulton

Pelham

Troy

Arab

Decatur

Gadsden

Muscle Shoals

Prattville

Tuscaloosa

Athens

Dothan

Hamilton

Opelika

Russellville (2)

Wetumpka

 

GEORGIA

Adel

Canton

Dahlonega

Gray

Manchester

Stockbridge

Albany (2)

Carrollton

Dallas

Greensboro

McDonough

Swainsboro

Alma

Cartersville

Dalton

Griffin

Milledgeville

Sylvania

Americus

Cedartown

Dawson

Hartwell

Monroe

Sylvester

Athens (2)

Chatsworth

Douglas (2)

Hawkinsville

Montezuma

Thomaston

Bainbridge

Clarkesville

Douglasville

Hazlehurst

Monticello

Thomson

Barnesville

Claxton

East Ellijay

Helena

Moultrie

Tifton

Baxley

Clayton

Eastman

Hinesville (2)

Nashville

Toccoa

Blairsville

Cleveland

Eatonton

Hogansville

Newnan

Valdosta

Blakely

Cochran

Elberton

Jackson

Perry

Vidalia

Blue Ridge

Colquitt

Fitzgerald

Jasper

Pooler

Villa Rica

Bremen

Commerce

Flowery Branch

Jefferson

Richmond Hill

Warner Robins

Brunswick

Conyers

Forsyth

Jesup

Rome

Washington

Buford

Cordele

Fort Valley

LaGrange

Royston

Waycross

Butler

Cornelia

Gainesville

Lavonia

Sandersville

Waynesboro

Cairo

Covington

Garden City

Lawrenceville

Savannah

Winder

Calhoun

Cumming

Georgetown

Madison

Statesboro

 

 

LOUISIANA

Alexandria

DeRidder

Houma

Marksville

Natchitoches

Prairieville

Bossier City

Eunice

Jena

Minden

New Iberia

Ruston

Crowley

Franklin

Lafayette

Monroe

Opelousas

Slidell

Denham Springs

Hammond

Leesville

Morgan City

Pineville

Winnsboro

DeRidder

MISSISSIPPI

Batesville

Columbus

Hattiesburg

Jackson

New Albany

Ripley

Bay St. Louis

Corinth

Hazlehurst

Kosciusko

Newton

Senatobia

Booneville

Forest

Hernando

Magee

Oxford

Starkville

Brookhaven

Grenada

Houston

McComb

Pearl

Tupelo

Carthage

Gulfport

Iuka

Meridian

Picayune

Winona

Columbia

 

 

 

 

 

Columbia

SOUTH CAROLINA

Aiken

Chester

Greenville

Manning

North Greenville

Summerville

Anderson

Columbia

Greenwood

Marion

Orangeburg

Sumter

Batesburg-      Leesville

Conway

Greer

Moncks        Corner

Rock Hill

Union

Camden

Dillon

Lancaster

Newberry

Seneca

Walterboro

Cayce

Easley

Laurens

North Augusta

Simpsonville

Winnsboro

Charleston

Florence

Lexington

North Charleston

Spartanburg

York

Cheraw

Gaffney

Greenwood

 

 

 

 

TENNESSEE

Aloca

Cleveland

Elizabethton

Knoxville

Lenior City

Newport

Athens

Crossville

Johnson City

LaFollette

Madisonville

Sparta

Bristol

Dayton

Kingsport

 

 

 

 

46


 

 


 

1st FRANKLIN FINANCIAL CORPORATION

 

 

MISSION STATEMENT:

 

 "1st Franklin Financial is a major provider of financial and consumer services to individuals and families.  

Our business will be managed according to best practices that will allow us to maintain a healthy financial position.

 

 

 

 

CORE VALUES:

 

Ø

Integrity Without Compromise

 

Ø

Open Honest Communication

 

Ø

Respect all Customers and Employees

 

Ø

Teamwork and Collaboration

 

Ø

Personal Accountability

 

Ø

Run It Like You Own It





47