Attached files
| file | filename |
|---|---|
| EXCEL - IDEA: XBRL DOCUMENT - 1st FRANKLIN FINANCIAL CORP | Financial_Report.xls |
| EX-32.1 - CERTIFICATION - 1st FRANKLIN FINANCIAL CORP | ffc_ex32z1.htm |
| EX-32.2 - CERTIFICATION - 1st FRANKLIN FINANCIAL CORP | ffc_ex32z2.htm |
| EX-31.1 - CERTIFICATION - 1st FRANKLIN FINANCIAL CORP | ffc_ex31z1.htm |
| EX-31.2 - CERTIFICATION - 1st FRANKLIN FINANCIAL CORP | ffc_ex31z2.htm |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
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(X)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2011
OR
( )
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________to _________
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Commission File Number 2-27985
1st FRANKLIN FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Georgia | 58-0521233 |
(State or other jurisdiction of | (I.R.S. Employer |
incorporation or organization) | Identification No.) |
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135 East Tugalo Street |
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Post Office Box 880 |
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Toccoa, Georgia | 30577 |
(Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: (706) 886-7571
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes __ No X
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes __ No X
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes X No __
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(Cover page 1 of 2 pages)
Indicate by check mark whether registrant has submitted electronically and posted on its corporate website, if any, every interactive data file required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes X No ___
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. X
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer __ Accelerated Filer __ Non Accelerated Filer X
Smaller Reporting Company __
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes __ No X
State the aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of the last business day of the registrant’s most recently completed second fiscal quarter: Not Applicable.
Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date: | |
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Class | Outstanding at February 29, 2012 |
Common Stock, $100 Par Value | 1,700 Shares |
Non-Voting Common Stock, No Par Value | 168,300 Shares |
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the Registrant's Annual Report to security holders for the fiscal year ended December 31, 2011, included as Exhibit 13 hereto, are incorporated by reference into Parts I and II of this Form 10-K.
(Cover page 2 of 2 pages)
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EXPANATORY NOTE
The Amendment No. 1 (this “Amendment”) to the Annual Report on Form 10-K for the year ended December 31, 2011 (the “Form 10-k”) of 1st Franklin Financial Corporation is being filed for the sole purpose of furnishing Exhibit 101 to the Form 10-K in accordance wit Rule 405 of Regulation S-T. Exhibit 101 to this report provides the consolidated financial statements and related notes from the Form 10-K formatted in eXtensible Business Reporting Language (“XBRL”).
Pursuant to Rule 406T of Regulation S-T, the interactive date files on Exhibit 101 hereto are deemed not filed as part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability under those sections.
This Amendment does not reflect events occurring after the filing of the Form 10-K or modify or update those disclosures that may be or have been affected by subsequent events. Such subsequent matters will be addressed, as required, in subsequent reports filed by the registrant with the SEC. Accordingly, this Amendment should be read in conjunction with the Form 10-K and the registrant’s other filings with the SEC.
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PART IV | |||
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Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES: | |||
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(a) (1) Financial Statements: ** | |||
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Report of Independent Registered Public Accounting Firm. | |||
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Consolidated Statements of Financial Position at December 31, 2011 and 2010 | |||
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Consolidated Statements of Income for the three years ended December 31, 2011 | |||
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Consolidated Statements of Stockholders’ Equity for the three years ended December 31, 2011 | |||
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Consolidated Statements of Cash Flows for the three years ended December 31, 2011 | |||
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Notes to Consolidated Financial Statements. | |||
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(2) Financial Statement Schedule: ** | |||
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Report of Independent Registered Public Accounting Firm. | |||
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Condensed Statements of Financial Position at December 31, 2011 and 2010. | |||
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Condensed Statements of Income for the three years ended December 31, 2011. | |||
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Condensed Statements of Cash Flows for the three years ended December 31, 2011. | |||
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(3) Exhibits: | |||
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| 3. | (a) | Restated Articles of Incorporation as amended January 26, 1996 (incorporated herein by reference to Exhibit 3(a) to Form 10-K for the fiscal year ended December 31, 1995). |
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| (b) | Bylaws (incorporated herein by reference to Exhibit 3(b) to Form 10-K for the fiscal year ended December 31, 1995). |
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| 4. | (a) | Indenture dated October 31, 1984, between the Company and The First National Bank of Gainesville, Trustee (incorporated by reference to Exhibit 4(a) to the Company’s Amendment No. 1 dated April 24, 1998 to the Registration Statement on Form S-2, File No. 333-47515). |
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| (b) | Form of Series 1 Variable Rate Subordinated Debenture (incorporated by reference to Exhibit 4(b) to Amendment No. 3 to the Registration Statement on Form S-2 dated November 14, 2005, File No. 333-126589). |
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| (c) | Agreement of Resignation, Appointment and Acceptance dated as of May 28, 1993 between the Company, The First National Bank of Gainesville, and Columbus Bank and Trust Company (incorporated by reference to Exhibit 4(c) to the Company’s Post-Effective Amendment No. 1 dated June 8, 1993 to the Registration Statement on Form S-2, File No. 33-49151). |
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| (d) | Modification of Indenture, dated March 30, 1995, by and among Columbus Bank and Trust Company, Synovus Trust Company and the Company (incorporated by reference to Exhibit 4(b) to the Company’s Form 10-K for the year ended December 31, 1994). |
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| (e) | Second Modification of Indenture dated December 2, 2004 by and among Synovus Trust Company and the Company (incorporated by reference to Exhibit 4(e) to the Registration Statement on Form S-2 dated July 14, 2005, File No. 333-126589). |
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| (f) | Form of Indenture by and between the Company and U.S. Bank National Association (incorporated by reference to Exhibit 4(a) to the Company’s Registration Statement on Form S-1 dated December 27, 2007, File No. 333-148331). |
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| (g) | Third Modification of Indenture dated March 26, 2010 by and between U.S. Bank National Association and the Company (incorporated by reference to Exhibit 4(h) to the Company’s Form 10-K for the year ended December 31, 2009). |
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| (h) | Tri-party Agreement by and among the Company, Synovus Trust Company and U.S. Bank National Association (incorporated by reference to Exhibit 4(i) to the Company’s Form 10-K for the year ended December 31, 2009). |
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| (i) | Fourth Modification of Indenture dated March 26, 2010 by and between U.S. Bank National Association and the Company (incorporated by reference to Exhibit 4(j) to the Company’s Form 10-K for the year ended December 31, 2009). |
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| (j) | Form of Series 1 Variable Rate Subordinated Debenture (incorporated by reference to Exhibit 4(b) to Pre-Effective Amendment No. 2 to Registration Statement on Form S-1, filed with the SEC on June 30, 2011, File No. 333-173684). |
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| (k) | Form of Indenture by and between the Company and U.S. Bank National Association as of April 3, 2008 (incorporated by reference to Exhibit 4(a) to Pre-Effective Amendment No. 2 to Registration Statement on Form S-1, filed with the SEC on June 30, 2011, File No. 333-173685). |
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| (l) | Form of Senior Demand Note (incorporated by reference to Exhibit 4(b) to Pre-Effective Amendment No. 2 to Registration Statement on Form S-1, filed with the SEC on June 30, 2011, File No. 333-173685). |
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| (m) | Form of Overdraft Protection Agreement, Security Agreement and Assignment (incorporated by reference to Exhibit 4(c) to Pre-Effective Amendment No. 2 to Registration Statement on Form S-1, filed with the SEC on June 30, 2011, File No. 333-173685). |
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| (n) | Form of Senior Demand Note Check Redemption Agreement (incorporated by reference to Exhibit 4(d) to Pre-Effective Amendment No. 2 to Registration Statement on Form S-1, filed with the SEC on June 30, 2011, File No. 333-173685). |
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| (o) | Form of Check (incorporated by reference to Exhibit 4(e) to Pre-Effective Amendment No. 2 to Registration Statement on Form S-1, filed with the SEC on June 30, 2011, File No. 333-173685). |
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| 10. | (a) | Credit Agreement, dated as of December 15, 2006, by and among the Company, Wachovia Bank, National Association, as administrative agent and as a lender, and BMO Capital Markets Financing, Inc., as lender (incorporated herein by reference to Exhibit 10.1 to Form 8-K dated December 21, 2006). |
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| (b) | Loan and Security Agreement, dated September 11, 2009, by and among the Company and Wells Fargo Preferred Capital, Inc., as agent for Lenders (“Agent”) and a lender, and the other financial institutions from time to time party thereto (collectively, the “Lenders” and each individually is referred to as a “Lender”) (incorporated herein by reference to Exhibit 10.1 to Form 8-K dated September 17, 2009). |
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| (c) | First Amendment to Loan and Security Agreement dated as of November 3, 2009, by and among the Company, Wells Fargo Preferred Capital, Inc., as agent for lenders, and the other financial institutions from time to time party thereto (incorporated herein by reference to Exhibit 10.1 to Form 8-K dated November 5, 2009). |
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| (d) | Second Amendment to Loan and Security Agreement dated as of August 11, 2010, by and among the Company, Wells Fargo Preferred Capital, Inc., as agent for lenders, and the financial institutions a party thereto as lenders (incorporated herein by reference to Exhibit 10.1 to the Company’s Form 10-Q for the quarterly period ended June 30, 2010). |
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| (e) | Third Amendment to Loan and Security Agreement, dated as of September 20, 2011, by and among the Company, Wells Fargo Preferred Capital, Inc. and the financial institutions a party thereto as lenders (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-k filed with the SEC on September 21, 2011). |
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| (f) | Director Compensation Summary Term Sheet. ** |
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| (g) | Form of the Company’s 2012 Executive Bonus Plan. * ** |
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| 11. | Computation of Earnings per Share is self-evident from the Consolidated Statement of Income and Retained Earnings in the Annual Report, incorporated by reference herein. | |
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| 12. | Ratio of Earnings to Fixed Charges. ** | |
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| 13. | Annual Report. ** | |
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| 15. | Financial Statement Schedules. ** | |
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| 21. | Subsidiaries of the Company (incorporated by reference to Exhibit 21 to the Company’s Form 10-K for the year ended December 31, 2010). | |
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| 23. | Consent of Independent Registered Public Accounting Firm. ** | |
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| 31.1 | Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) / 15d-14(a) of the Securities Exchange Act of 1934. | |
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| 31.2 | Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) / 15d-14(a) of the Securities Exchange Act of 1934. | |
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| 32.1 | Certification of Principal Executive Officer Pursuant to 18 U.S.C Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
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| 32.2 101.INS 101.SCH 101.CAL 101.LAB 101.PRE 101.DEF | Certification of Principal Financial Officer Pursuant to 18 U.S.C Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. XBRL Instance Document XBRL Taxonomy Extension Schema Document XBRL Taxonomy Extension Calculation Linkbase Document XBRL Taxonomy Extension Label Linkbase Document XBRL Taxonomy Extension Presentation Linkbase Document XBLR Taxonomy Extension Definition Linkbase Document | |
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| * ** | Management contract or compensatory plan or arrangement filed pursuant to Item 601(b)(10)(iii) of Regulation S-K. Previously filed. | |
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(b) | See “Index to Exhibits”. | ||
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized:
| 1st FRANKLIN FINANCIAL CORPORATION |
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April 2, 2012 | By: /s/ Ben F. Cheek, III |
Date | Ben F. Cheek, III |
| Chairman of Board |
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Supplemental Information to be Furnished with Reports Filed Pursuant to Section 15(d) of the Act by Registrants Which Have Not Registered Securities Pursuant to Section 12 of the Act. | |||
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(a) | Except to the extent that the materials enumerated in (1) and/or (2) below are specifically incorporated into this Form by reference (in which case see Rule 12b-23b), every registrant which files an annual report on this Form pursuant to Section 15(d) of the Act shall furnish to the Commission for its information, at the time of filing its report on this Form, four copies of the following: | ||
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| (1) | Any annual report to security holders covering the registrant's last fiscal year; and | |
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| (2) | Every proxy statement, form of proxy or other proxy soliciting material sent to more than ten of the registrant's security holders with respect to any annual or other meeting of security holders. | |
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(b) | The foregoing material shall not be deemed to be "filed" with the Commission or otherwise subject to the liabilities of Section 18 of the Act, except to the extent that the registrant specifically incorporates it in its annual report on this Form by reference. | ||
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(c) | This Annual Report on Form 10-K incorporates by reference portions of the Registrant's Annual Report to security holders for the fiscal year ended December 31, 2011, which is filed as Exhibit 13 hereto. Registrant is a privately held corporation and therefore does not distribute proxy statements or information statements to its shareholders. | ||
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1st FRANKLIN FINANCIAL CORPORATION INDEX TO EXHIBITS | ||
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Exhibit No. | Description | Page No. |
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31.1 | Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) / 15d-14(a) of the Securities Exchange Act of 1934 | 89 |
31.2 | Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) / 15d-14(a) of the Securities Exchange Act of 1934 | 90 |
32.1 | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | 91 |
32.2 | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | 92 |
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101.INS | XBLR Instance Document * |
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101.SCH | XBRL Taxonomy Extension Schema Document * |
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101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document * |
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101.LAB | XBRL Taxonomy Extension Label Linkbase Document * |
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101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document * |
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101.DEF | XBRL Taxonomy Extension Definition Linkbase Document * |
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| * Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections. |
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