Company Quick10K Filing
Quick10K
1st Franklin Financial
Closing Price ($) Shares Out (MM) Market Cap ($MM)
$19.29 44 $854
10-K 2018-12-31 Annual: 2018-12-31
10-Q 2018-09-30 Quarter: 2018-09-30
10-Q 2018-06-30 Quarter: 2018-06-30
10-Q 2018-03-31 Quarter: 2018-03-31
10-K 2017-12-31 Annual: 2017-12-31
10-Q 2017-09-30 Quarter: 2017-09-30
10-Q 2017-06-30 Quarter: 2017-06-30
10-Q 2017-03-31 Quarter: 2017-03-31
10-K 2016-12-31 Annual: 2016-12-31
10-Q 2016-09-30 Quarter: 2016-09-30
10-Q 2016-06-30 Quarter: 2016-06-30
10-Q 2016-03-31 Quarter: 2016-03-31
10-K 2015-12-31 Annual: 2015-12-31
10-Q 2015-09-30 Quarter: 2015-09-30
10-Q 2015-06-30 Quarter: 2015-06-30
10-Q 2015-03-31 Quarter: 2015-03-31
10-K 2014-12-31 Annual: 2014-12-31
10-Q 2014-09-30 Quarter: 2014-09-30
10-Q 2014-06-30 Quarter: 2014-06-30
10-Q 2014-03-31 Quarter: 2014-03-31
10-K 2013-12-31 Annual: 2013-12-31
8-K 2018-12-28 Exhibits
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FFC 2018-12-31
Part I
Item 1.Business:
Item 1A.Risk Factors:
Item 1B.Unresolved Staff Comments:
Item 2.Properties:
Item 3.Legal Proceedings:
Item 4.Mine Safety Disclosures:
Part II
Item 5.Market for Registrant's Common Equity, Related Stockholder
Item 6.Selected Financial Data:
Item 7.Management's Discussion and Analysis of Financial Condition
Item 7A.Quantitative and Qualitative Disclosures About Market Risk:
Item 8.Financial Statements and Supplementary Data:
Item 9.Changes in and Disagreements with Accountants on Accounting
Item 9A.Controls and Procedures:
Item 9B.Other Information:
Part III
Item 10.Directors, Executive Officers and Corporate Governance
Item 11.Executive Compensation:
Item 12.Security Ownership of Certain Beneficial Owners and Management
Item 13.Certain Relationships and Related Transactions, and Director
Item 14.Principal Accountant Fees and Services:
Item 16.Form 10-K Summary:
EX-10.J ff_ex10zj.htm
EX-10.K ff_ex10zk.htm
EX-13 ff_ex13.htm
EX-23 ff_ex23.htm
EX-31.1 ff_ex31z1.htm
EX-31.2 ff_ex31z2.htm
EX-32.1 ff_ex32z1.htm
EX-32.2 ff_ex32z2.htm

1st Franklin Financial Earnings 2018-12-31

FFC 10K Annual Report

Balance SheetIncome StatementCash Flow

10-K 1 ff_10k.htm FORM 10-K Form 10-K

 

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C.  20549

 

FORM 10-K

------------------------------

 

(X)ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE  

ACT OF 1934 

 

For the fiscal year ended December 31, 2018

 

OR

 

(  )TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES                 

EXCHANGE ACT OF 1934 

 

For the transition period from __________to _________

 

 

------------------------------

 

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.)

 

 

135 East Tugalo Street

 

Post Office Box 880

 

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      No  __ 


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(Cover page 1 of 2 pages)

 

Indicate by check mark whether registrant has submitted electronically every Interactive Data File required to be submitted 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 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, a smaller reporting company or an emerging growth company.  See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.  (Check one): 

 

Large Accelerated Filer __     Accelerated Filer __     Non Accelerated Filer  X 

Smaller Reporting Company  __  Emerging Growth 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:      $0. 

 

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date: 

 

                           Class                        

Outstanding at February 28, 2019

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, 2018, included as Exhibit 13 hereto, are incorporated by reference into Parts I, II and IV of this Form 10-K. 

 

 

(Cover page 2 of 2 pages)


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PART I

 

Item 1.BUSINESS: 

 

The information under the headings “The Company”, page 1 and “Business”, pages 4-10, of the Company’s Annual Report to security holders for the fiscal year ended December 31, 2018 (the “Annual Report”) are incorporated herein by reference.

 

Item 1A.RISK FACTORS: 

 

A potential investor should carefully consider the risks described below, as well as the other risks and information disclosed from time to time by 1st Franklin, before deciding whether to invest in the Company. Additional risks and uncertainties not described below, not presently known to us or that we currently do not consider to be material, could also adversely affect us. If any of the situations described in the following risk factors actually occur, our business, financial condition or results of operations could be materially adversely affected. In any of these events, an investor may lose part or all of his or her investment.

 

Because we require a substantial amount of cash to service our debt, we may not be able to pay all of the obligations under our indebtedness.

 

To service our indebtedness, including paying interest and principal on outstanding debt securities and any amounts due under our credit facility, we require a significant amount of cash. Our ability to generate cash depends on many factors, including our successful financial and operating performance. We cannot assure you that our business strategy will continue to be successful, or that we will achieve our anticipated or required financial results.

 

If we do not achieve our anticipated or required results, we may not be able to generate sufficient cash flow from operations or obtain sufficient funding to satisfy all of our obligations. The failure to do this would result in a material adverse effect on our business.

 

Because we depend on liquidity to operate our business, a decrease in the sale of our debt securities, an increase in requests for their redemption or the unavailability of borrowings under our credit facility may make it more difficult for us to operate our business and pay our obligations in a timely manner.

 

Our liquidity depends on, and we fund our operations through, the sale of our debt securities, the collection of our receivables and the continued availability of borrowings under our credit facility. Numerous available investment alternatives have resulted in investors evaluating more critically their investment opportunities. We cannot assure you that our debt securities will offer interest rates and redemption terms which will generate sufficient sales to meet our liquidity requirements.

 

As described more fully elsewhere in this Annual Report, our senior demand notes can be redeemed at any time without penalty. Our variable rate subordinated debentures are subject to optional redemption by investors at various times prior to their stated maturity and holders may request that we redeem debentures during an interest adjustment period. It is possible that a significant number of redemption requests could adversely affect our liquidity.

 

Borrowings under our credit facility are subject to, among other things, a borrowing base. In the event we are not able to borrow amounts under our credit facility, whether as a result of having reached our maximum borrowing availability thereunder or otherwise or if our current or any future credit facility matures or is terminated without our entering into a replacement facility on acceptable terms, conditions and timing, or at all, we may not be able to fund loans to customers, redeem securities when required or invest in our operations as needed.

 

Our failure to be able to obtain or maintain sufficient liquidity could have a material adverse effect on our business, financial condition and results of operations.

 

Because most of our loans are made to salaried people and other wage earners who generally depend upon their earnings to meet their repayment obligations, increased unemployment could adversely impact our liquidity, financial condition and results of operations.


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Our business consists mainly of making loans to salaried people or other wage earners who generally depend on their earnings to meet their repayment obligations. As a result, the loss of employment by such borrowers would likely make it more difficult for them to timely repay their obligations to the Company. Additionally, adverse general economic conditions, including high unemployment rates, often result in additional challenges for both the Company and potential customers, resulting in an increased number of bankruptcy filings and a lower number of qualified borrowers, both of which generally increase our loan losses. Uncertain or worsening economic conditions could result in the Company’s liquidity, financial condition and results of operations being materially adversely impacted.

 

We maintain an allowance for loan losses in our financial statements at a level considered adequate by management to absorb probable loan losses inherent in the loan portfolio as of the balance sheet date based on estimates and assumptions at that date. However, the amount of actual future loan losses we may incur is susceptible to changes in economic, operating and other conditions within our various local markets, which may be beyond our control, and such losses may exceed current estimates. Although Management believes that the Company’s allowance for loan losses is adequate to absorb losses on any existing loans that may become uncollectible, we cannot estimate loan losses with certainty, and we cannot provide any assurances that our allowance for loan losses will prove sufficient to cover actual loan losses in the future. Loan losses in excess of our reserves may adversely affect our financial condition and results of operations.

 

In any event, any reduced liquidity could negatively impact our ability to be able to fund loans, or to pay the principal and interest on any of our outstanding debt securities at any time, including when due.

 

Our offers and sales of securities must comply with applicable securities laws, or we could be liable for damages, which could impact our ability to make payments on our outstanding debt securities.

 

Offers and sales of all of our securities must comply with all applicable federal and state securities laws, including Section 5 of the Securities Act of 1933. If any of our offers, including those deemed made pursuant to newspaper or radio advertisements or on our website, or sales are found not to be in compliance with any of these laws, we could be liable to certain purchasers of the security, could be required to offer to repurchase the security, or could be liable for damages or other penalties. If we are required to repurchase any of our securities other than in the ordinary course of our business as a result of any such violation, or we are otherwise found to be liable for any damages or penalties as a result of any such violation, our financial condition could be materially adversely affected. Any such adverse effect on our financial condition could materially impair our ability to fund loans in the ordinary course of business or pay principal and interest on our outstanding debt securities.

 

Continued uncertain economic conditions could negatively affect our results and profitability.

 

Increases in unemployment levels or other factors indicative of recessionary economic cycles could affect our investors’, customers’, and potential investors’ and customers’ disposable income, confidence, and spending patterns and preferences, which in turn could negatively impact the making of loans, our cost of loans, our sales of investment securities and our customers’ ability to repay their obligations to us.

 

An increase in the interest we pay on our debt and borrowings could materially and adversely affect our net interest margin.

 

Net interest margin represents the difference between the amount that we earn on loans and investments and the amount that we pay on debt securities and other borrowings. The loans we make in the ordinary course of our business are subject to interest rate and regulatory provisions of each applicable state's lending laws and are made at fixed rates which are not adjustable


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during the term of the loan. Since our loans are made at fixed interest rates and are made using the proceeds from the sale of our fixed and variable rate securities, we may experience a decrease in our net interest margin because increased interest costs cannot be passed on to our loan customers. A reduction in our net interest margin could adversely affect our liquidity, including our ability to make payments on our outstanding debt securities.

 

 

Neither the Company nor any of its debt securities are or will be rated by any nationally recognized statistical rating agency, and this may increase the risk of your investment.

 

Neither 1st Franklin nor any of its debt securities are, or are expected to be, rated by any nationally recognized statistical rating organization. Typically, credit ratings assigned by such organizations are based upon an assessment of a company’s creditworthiness and are often a measure used in establishing the interest rate that a company offers on debt securities it issues. Without any such rating, it is possible that fluctuations in general economic, or industry specific, business conditions, changes in results of operations, or other factors that affect the creditworthiness of a debt issuer may not be fully reflected in the interest rate on any outstanding indebtedness of that issuer. Investors in the Company’s securities must depend solely on their own evaluation of the creditworthiness of 1st Franklin for the payment of principal and interest on those securities. In the absence of any third party credit rating, it is possible that the interest rates offered by the Company on its debt securities may not represent the credit risk that an investor assumes in purchasing any of these securities.

 

Consumer finance companies and other companies that offer and sell securities to the public such as the Company are subject to an increasing number of laws and government regulations. Compliance with these regulations requires significant time and attention of management, and is costly. Further, if we fail to comply with these laws or regulations, our business may suffer and our ability to pay our obligations may be impaired.

 

Our operations continue to be subject to significant focus by federal, state and local government authorities and state attorneys general and are subject to various laws and judicial and administrative decisions imposing various requirements and restrictions on certain lending practices by companies in the consumer finance industry; sometimes referred to as "predatory lending" practices. These requirements and restrictions, among other things:

 

require that we obtain and maintain certain licenses and qualifications; 

limit the interest rates, fees and other charges that we are allowed to charge; 

require specified disclosures to borrowers; 

limit or prescribe other terms of our loans; 

govern the sale and terms of insurance products that we offer and the insurers for which we act as agent; and 

define our rights to repossess and sell collateral. 

 

The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) has significantly increased the regulation of financial institutions and the financial services industry in recent periods. The Dodd-Frank Act established the Bureau of Consumer Financial Protection as an independent entity given the authority to promulgate additional consumer protection regulations applicable to all entities offering consumer financial services or products such as the Company. Many of the requirements in the Dodd-Frank Act are being implemented over time and are subject to implementing regulations over the course of several years. Given the uncertainty associated with the manner in which various expected provisions of the Dodd-Frank Act have been and are expected to be implemented by the various regulatory agencies, the full extent of the impact such requirements will have on our operations remains unclear; however, these regulations have increased and are expected to further increase our cost of doing business and time spent by Management on regulatory matters which may have a material adverse effect on the Company’s operations and results.


- 5 - 



In addition, other state and local laws, public policy and general principles of equity relating to the protection of consumers, unfair and deceptive practices and debt collection practices may apply to the loans we make and our related services. Although we believe that we are in compliance in all material respects with applicable federal, state and local laws, rules and regulations, maintaining such compliance requires significant time and attention of management, and requires significant expenditures. There can be no assurance that a change in any of those laws, or in their interpretation, will not make our compliance therewith more difficult or expensive, further restrict our ability to originate loans or other financial services, further limit or restrict the amount of interest and other charges we earn under such loans or services, or otherwise adversely affect our financial condition or business operations. The burdens of complying with these laws and regulations, and the possible sanctions if we do not so comply, are significant, and may result in a downturn in our business or our inability to carry on our business in a manner similar to how we currently operate.

 

If we experience unfavorable litigation results, our ability to timely meet our obligations may be impaired.

 

As a consumer finance company, in addition to being subject to stringent regulatory requirements, we may, from time to time, be subject to various consumer claims and litigation seeking damages and statutory penalties. The damages and penalties claimed by consumers and others can often be substantial. The relief may vary but generally would be expected to include requests for compensatory, statutory and punitive damages. Unfavorable outcomes in any litigation or statutory proceedings could materially and adversely affect our results of operations, financial condition and cash flows and our ability to make payments on our outstanding obligations.

 

While we would expect to vigorously defend ourselves against any of these proceedings, there is a chance that our results of operations, financial condition and cash flows in any period could be materially and adversely affected by unfavorable outcomes which, in turn, could affect our ability to fund loans or make payments on, or repay, our outstanding obligations, any of which could materially adversely effect our business, results of operations and financial condition.

 

We operate in a highly competitive environment.

 

The financing industry is highly competitive. We compete with, among others, large national and regional finance companies. Increased competition could adversely affect our ability to attract and retain business and reduce the profits that would otherwise arise from operations.

 

We are exposed to the risk of technology failures.

 

Our daily operations depend heavily on our computer systems, data system networks and service providers to consistently provide efficient and reliable service. The Company may be subject to disruptions in its operating systems arising from events that are wholly or partially beyond its control, which in turn may give rise to disruption of service to our customers. If our systems were to become unreliable, fail, or experience a breach of security, our ability to maintain accurate financial records may be impaired. In addition, we could be required to spend significant additional amounts to maintain, repair, upgrade or replace our systems. Any such failures or expenditures could materially adversely impact our business operations and financial condition.

 

A data security breach with regard to personally identifiable information about our customers or employees could negatively affect operations and result in higher costs.

 

In the ordinary course of business, we receive a significant amount of personally identifiable information (“PII”) about our customers. We also receive PII from our employees. Numerous state and federal regulations, as well as other vendor standards, govern the collection and maintenance of PII from consumers and other individuals. There are numerous opportunities for a data security breach, including cyber-security breaches, burglary, lost or misplaced data, scams, or misappropriation of data by employees, vendors or unaffiliated third parties. Despite


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the security measures we have in place and any additional measures we may choose to or be required to implement or adopt in the future, our facilities and systems, and those of our third-party service providers, could be vulnerable to intentional or unintentional security breaches, computer viruses, lost or misplaced data, programming or human errors, scams, burglary, acts of vandalism, or other events. Alleged or actual data security breaches, and costs to avoid the occurrence of those events, can increase costs of doing business, negatively affect customer satisfaction, expose us to negative publicity, individual claims or consumer class actions, administrative, civil or criminal investigations or actions, and infringe upon our proprietary information. Any of these could significantly increase our costs of doing business and materially adversely affect our business and results of operations.

 

Our business could be adversely affected by the loss of one or more key employees.

 

We are heavily dependent upon our senior management and the loss of services of any of our senior executives could adversely affect our business. Our success has been, and will continue to be, dependent on our ability to retain the services of key employees. The loss of the services of key employees or senior management could adversely affect the quality and profitability of our business operations.

 

 

Item 1B.UNRESOLVED STAFF COMMENTS: 

 

Not Applicable. 

 

Item 2.PROPERTIES: 

 

Paragraph 1 of “The Company”, page 1; paragraph 1 (and the accompanying table) of Footnote 9 (Commitments and Contingencies) of the Notes to Consolidated Financial Statements, page 41; and a directory of branch offices, page 50 of the Annual Report are incorporated herein by reference.

 

Item 3.LEGAL PROCEEDINGS: 

 

From time to time, the Company is involved in various claims and lawsuits incidental to its business. In the opinion of Management based on currently available facts, the ultimate resolution of any such known claims and lawsuits is not expected to have a material adverse effect on the Company’s financial position, liquidity, or results of operations.

 

Item 4.MINE SAFETY DISCLOSURES: 

 

Not Applicable. 

 

 

 

PART II

 

Item 5.MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER 

MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES: 

 

"Sources of Funds and Common Stock Matters", page 11 of the Annual Report is incorporated herein by reference.

 

Item 6.SELECTED FINANCIAL DATA: 

 

"Selected Consolidated Financial Information", page 3 of the Annual Report is incorporated herein by reference.


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Item 7.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION 

AND RESULTS OF OPERATIONS: 

 

"Management’s Discussion and Analysis of Financial Condition and Results of Operations", pages 12-20 of the Annual Report is incorporated herein by reference.

 

Item 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK: 

 

"Management’s Discussion and Analysis of Financial Condition and Results of Operations Quantitative and Qualitative Disclosures About Market Risk” sub-heading, page 16 of the Annual Report is incorporated herein by reference.

 

Item 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA: 

 

"Report of Independent Registered Public Accounting Firm" and the Company’s Consolidated Financial Statements and Notes thereto, pages 21-46 of the Annual Report are incorporated herein by reference.

 

Item 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING 

AND FINANCIAL DISCLOSURE: 

 

Not applicable.

 

Item 9A.CONTROLS AND PROCEDURES: 

 

We maintain a set of disclosure controls and procedures designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Management recognizes that a control system, no matter how well conceived and operated, can provide only reasonable assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

 

An evaluation was carried out under the supervision and with the participation of the Company’s management, including the Chief Executive Officer (“CEO”) and Executive Vice President and Chief Financial Officer ("CFO"), of the effectiveness of our disclosure controls and procedures as of December 31, 2018. Based on that evaluation, the CEO and CFO concluded that the Company's disclosure controls and procedures under Rule 13a-15(e) and Rule 15d-15(e) of the Securities Exchange Act of 1934 were effective at December 31, 2018.

 

There have been no changes in the Company’s internal control over financial reporting that occurred during the fourth quarter of 2018 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.


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MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING: 

 

The Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. An internal control system over financial reporting has been designed to provide reasonable assurance regarding the reliability and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Management recognizes that there are inherent limitations in the effectiveness of any internal control system. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

 

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2018 based upon the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework (2013). Based on this evaluation, Management believes that the Company’s internal control over financial reporting, as such term is defined in Exchange Act Rule 15d-15(f), was effective as of December 31, 2018.

 

This Annual Report does not include an attestation report of the Company’s registered public accounting firm regarding the effectiveness of internal controls over financial reporting. Management’s report is not subject to attestation by the Company’s registered public accounting firm pursuant to certain rules of the Securities and Exchange Commission that permit the Company to provide only Management’s report in this Annual Report.

 

Item 9B.OTHER INFORMATION: 

 

Not Applicable

 

 

 

 

------------------------------------------

 

Forward Looking Statements:

 

Certain statements contained or incorporated by reference herein, including under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” may constitute “forward-looking statements” within the meaning of the federal securities laws. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance, or achievements of the Company to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements. Such factors include, among other things, those set out under the caption “Risk Factors”, the ability to manage cash flow and working capital, the accuracy of Management’s estimates and judgments, adverse developments in economic conditions including within the interest rate environment, unfavorable outcomes of litigation, ability to control loan losses, federal and state regulatory changes and other factors referenced elsewhere herein or incorporated herein by reference.


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PART III

 

Item 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 

 

DIRECTORS

 

 

 

 

Position(s)

Name of Director

Age

Director Since

with Company

 

 

 

 

Ben F. Cheek, III (3)(4)(5)

82

1967

Vice Chairman of the Board

 

 

 

 

Ben F. Cheek, IV (3)(4)(5)

57

2001

Chairman of the Board

 

 

 

 

A. Roger Guimond (3)(5)

64

2004

Executive Vice President / Chief Financial Officer

 

 

 

 

James H. Harris, III (1)(2)(5)

65

2014

None

 

 

 

 

John G. Sample, Jr. (1)(2)(5)

62

2004

None

 

 

 

 

C. Dean Scarborough (1)(2)(5)

64

2004

None

 

 

 

 

Keith D. Watson (1)(2)(5)

61

2004

None

 

 

(1)Member of Audit Committee. 

 

(2)Mr. Harris, III is the retired owner of Unichem Technologies, Inc., a specialty chemicals company which he founded over 20 years ago. Mr. Harris, III is also former owner of Moonrise Distillery, a producer of spirits, which he formed and owned beginning in 2012. Mr. Sample is the retired Senior Vice President and Chief Financial Officer of Atlantic American Corporation, an insurance holding company, where he served from 2002 through July 31, 2017. Mr. Scarborough is a retired retail business owner. Mr. Watson is Chairman of the Board of Bowen & Watson, Inc., a general contracting company. Mr. Watson has been with Bowen & Watson since 1980. 

 

(3)Reference is made to “Executive Officers” for a discussion of business experience. 

 

(4)Mr. Ben F. Cheek, III and IV are father and son. 

 

(5)The term of each director will expire when a successor to such director is elected and qualified. 

 

There was no, nor is there presently any, arrangement or understanding between any director and any other person (except directors and officers of the registrant acting solely in their capacities as such) pursuant to which the director was selected.

 

 

1st Franklin Financial Corporation is a family controlled company, with Mr. Ben F. Cheek, III, who with his family directly or indirectly owns all of the Company's stock. Mr. Cheek, III, who has significant knowledge of all aspects of the Company's business and operations, served as Chairman and Chief Executive Officer through 2014. Effective January 1, 2015, Mr. Cheek, III transitioned to the role of Vice Chairman and Ben F. Cheek, IV, who previously served as Vice Chairman and has been with the Company since 1988 in roles of increasing responsibility, was appointed Chairman of the Board. At that time, Ms. Virginia C. Herring, who was our President, took on the additional role of Chief Executive Officer. In light of the additional responsibilities assumed by Mr. Cheek, IV and Ms. Herring, and in order to allow them to each focus on the


- 10 - 



significant responsibilities contained within these new roles, the Board determined at that time that it was appropriate to separate the roles of Chairman and Chief Executive Officer. Given the separation of the Chairman and Chief Executive Officer roles, relatively low historical turnover of members of the Board of Directors and the strong working relationship between such members, the Board has determined there is not a need to appoint a lead independent director. The Board continues to believe that such determination is in the best interests of the Company.

 

The day-to-day management of the Company, including identifying and evaluating current and potential risks within financial operations, compensation related and other processes and development is primarily the responsibility of the Company’s Executive Management Team (the “EMT”). The individuals comprising the EMT during 2018, who were all executive officers of the Company, were as follows: Messrs. Cheek, III, Cheek, IV, Guimond, Haynie, Clevenger II, Morrow, Shaw, Vercelli and Ms. Herring, Ms. O’Shields and Ms. Sherr. The Board of Directors maintains the ultimate responsibility for oversight of the Company’s risks. In fulfilling its duties, the Board allocates a portion of its direct oversight responsibilities to various committees. The Audit Committee has specific responsibility for oversight of risks associated with financial accounting, reporting and audits, as well as internal control over financial reporting. The Board regularly receives, evaluates and discusses presentations, at least quarterly, on the financial condition and operating results of the Company. Management discusses matters of particular importance or concern as they may be materially impacted by risk on an ongoing basis, and members of the EMT remain available to members of the Board for discussion and review both during meetings of the Board of Directors and at other times.

 

Notwithstanding the fact that the Company’s equity securities are not currently traded on any national securities exchange or with any national securities association, as a matter of good corporate governance, the Board of Directors has determined that it is important to have Board members who are independent from management represented on the Board of Directors. For this purpose, the Board has adopted and considers the independence requirements for companies whose securities are listed for trading on the NASDAQ Stock Market. The Board has determined that a majority of the members of the Board of Directors, specifically Messrs. Harris, Sample, Scarborough, and Watson, are “independent” (as such term is defined in the rules of the Securities and Exchange Commission (the “SEC”) and the NASDAQ Marketplace Rules). In making this determination, the Board concluded that none of such persons have a relationship which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

 

The Audit Committee is composed of Messrs. Sample, Scarborough, Watson, and Harris. In accordance with the provisions of the charter of the Audit Committee, the Board of Directors has determined that all of the members thereof are “independent” and that Mr. Sample is an “audit committee financial expert” as defined by the SEC in Rule 407(d)(5) of Regulation S-K. In making such determination, the Board of Directors took into consideration, among other things, the express provision in Item 407(d)(5) of Regulation S-K that the designation of a person as an audit committee financial expert shall not impose any greater responsibility or liability on that person than the responsibility and liability imposed on that person as a member of the Audit Committee, nor shall it affect the duties or obligations of other Audit Committee members. A copy of the Company’s Audit Committee charter is publicly available on the Company’s website at: https//www.1ffc.com.

 

The Company is a family owned business. Because of the closely held nature of ownership, the Company does not have an official compensation committee (or other official committee of the Board of Directors performing equivalent functions) or a charter outlining the responsibilities thereof. The EMT establishes the bases for all executive compensation, which compensation is subject to approval by the shareholders in their capacities as such. Additional information concerning the processes and procedures for the consideration and determination of executive officer and director compensation is contained under the heading “Compensation Discussion and Analysis” below.

 

Because of the closely held nature of the ownership of the Company, the Board has determined that it is not necessary for the Company to have a formal process for shareholders to send communications to the Board.


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Director Qualifications:

 

The members of the Board of Directors each have the qualifications we believe necessary and desirable to appropriately perform their duties. Each member has an exemplary record of professional integrity, a dedication to their respective professions and a strong work ethic.

 

Director

Summary of Qualifications

 

 

Ben F. Cheek, III

Executive officer of the Company. Previously served as director of a Habersham Bancorp. Has legal background as an attorney. Has 57 years experience with the Company. Has previously served as board member of various consumer industry associations. He has served as director of the Company for 5 years.

 

 

Ben F. Cheek, IV

Executive officer of the Company. Highly knowledgeable of the banking and consumer finance industry. Has been with the Company for 32 years. Currently serves on two of the industry’s state association boards and has previously served as a board member on our industry’s national association.

 

 

A. Roger Guimond

Executive officer of the Company. Knowledgeable of the banking and consumer finance industry. Has been with the Company for 42 years and is responsible for the accounting, audit and compliance, technology infrastructure and investment center operations of the Company. Significant experience in finance and related areas.

 

 

James H. Harris, III

Independent director. Has significant executive experience in small to mid-size companies and currently maintains executive position, with responsibility for finance and other matters, which provides him significant knowledge to function as an effective member of our Audit Committee.

 

 

John G. Sample, Jr.

Independent director. Extensive knowledge of accounting and reporting standards. Prior experience as an audit partner in an international public accounting firm. Experience and knowledge of the insurance industry through prior executive management positions at operating companies. Serves as board member and Chairman of the Audit Committee at Capital City Bank Group, Inc. (a Tallahassee, Florida bank holding company). Has served as director of the Company for 15 years and is the Company’s Audit Committee Chairman.

 

 

C. Dean Scarborough

Independent director. Previously served on board of a community bank. Currently serves as a Commissioner for Stephens County, Georgia, where the Company maintains its headquarters. Has served as director of the Company for 15 years.

 

 

Keith D. Watson

Independent director. Previously served on board of a community bank. Has served as director of the Company for 15 years. Maintains executive position with significant oversight responsibility in self-owned corporation.

 

 


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EXECUTIVE OFFICERS

 

Name, Age, Position(s)

 

and Family Relationships

Business Experience

 

 

Ben F. Cheek, IV, 57

Chairman of Board

Son of Ben F. Cheek, III, Brother of

Virginia C. Herring

Joined the Company in 1988 working in Statistics and Planning, Became Vice Chairman in 2001 and Chairman of Board effective January 1, 2015.

 

 

Ben F. Cheek, III, 82

Vice Chairman

Father of Ben F. Cheek, IV and

Virginia C. Herring

 

Joined the Company in 1961 as attorney and became Vice President in 1962, President in 1972 and Chairman of Board in 1989. Effective January 1, 2015, assumed role of Vice Chairman of the Board.

 

 

Virginia C. Herring, 56

President and Chief Executive Officer

Daughter of Ben F. Cheek, III, Sister of

Ben F. Cheek, IV

Joined the Company on a full time basis in April 1988 as Developmental Officer. Since then, she has worked throughout the Company in different departments on special assignments and consultant projects. Became President in 2001. Effective January 1, 2015 promoted to Chief Executive Officer in addition to retaining her position as President.

 

 

A.Roger Guimond, 64 

Executive Vice President, Chief

Financial Officer and Director 

No Family Relationship

Joined the Company in 1976 as an accountant and became Chief Accounting Officer in 1978, Chief Financial Officer in 1991 and Vice President in 1992. Was appointed Secretary in 1990 and Treasurer in 1992. Became Executive Vice President in 2001. Elected a Director in 2004.

 

 

C. Michael Haynie, 64

Executive Vice President -

Human Resources

No Family Relationship

Joined the Company in 2005 as Vice President - Human Resources. Became Executive Vice President - Human Resources on January 1, 2006.

 

 

 

 

Ronald F. Morrow, 71

Executive Vice President –

Chief Operating Officer

No Family Relationship

Joined the Company in 1970 as a Field Representative. Promoted to Manager in 1971, to Supervisor in 1976, to Area Vice President in 1996, to Operational Vice President in 2001 and to Senior Operations Vice President in 2016. Became Executive Vice President – Chief Operating Officer on July 17, 2017.

 

 


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EXECUTIVE OFFICERS (continued)

 

Name, Age, Position(s)

and Family Relationships

 

Business Experience

 

 

Karen S. O'Shields, 60

Executive Vice President –

Chief Learning Officer

No Family Relationship

Joined the Company in 2000 as Director of Training and Development. Became Executive Vice President – Strategic and Organization Development on January 1, 2006. Became Chief Learning Officer in November 2017.

 

 

Charles E. Vercelli, Jr., 58

Executive Vice President –

General Counsel

No Family Relationship

Joined the Company in 2008 as Executive Vice President – General Counsel. Prior thereto, he provided legal services in his privately held law firm.

 

 

Daniel E. Clevenger, II, 45

Executive Vice President –

Compliance

No Family Relationship

Joined the Company in February 2015 as Executive Vice President - Compliance. Prior thereto, served as General Counsel and Chief Compliance Officer at Millennium Capital and Recovery Corporation from 2014 to 2015 and prior thereto provided legal services at Day Kettierer, LTD from 2006 to 2013. Served in private practice of law from 1998 to 2006.

 

 

Nancy M. Sherr, 50

Executive Vice President –

Chief Marketing Officer

Joined the Company in November 2017 as Executive Vice President and Chief Marketing Officer. Prior thereto, served as Vice President, Customer Relationships at Charter Communication from December 2008 until joining 1st Franklin Financial Corporation.

 

 

Lynn E. Cox, 61

Vice President -

Secretary / Treasurer 

No Family Relationship

Joined the Company in 1983 and became Secretary in 1990. Appointed Treasurer in 2002. Became Area Vice President and Secretary in 2001. Promoted to Vice President in 2005.

 

 

 

The term of office of each executive officer expires when a successor is elected by the Board of Directors and qualified. There was no, nor is there presently any, arrangement or understanding between any officer and any other person (except directors or officers acting solely in their capacities as such) pursuant to which the officer was elected.

 

The Company has adopted a code of ethics that applies to its principal executive officer, principal financial officer, principal accounting officer and controller, or any persons performing similar functions, as well as to its directors and other employees. A copy of this code of ethics is publicly available on the Company’s website at: https//www.1ffc.com. The Company will provide a copy of this code of ethics, free of charge, upon any written request. Requests should be directed to Lynn Cox, Secretary and Treasurer, 1st Franklin Financial Corporation, P.O. Box 880, Toccoa, Georgia 30577. If we enter into any amendment to this code of ethics, other than a technical, administrative, or non-substantive amendment, or we grant any waiver from a provision of the code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or any persons performing similar functions, we will disclose the nature of the amendment or waiver on our website. Also, we may elect to disclose the amendment or waiver in a report on Form 8-K filed with the SEC.


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The Company maintains an “Ethics Hotline” which enables employees to report any questionable ethics actions including, but not limited to, fraud or deliberate error in recording and/or maintaining accurate records, deficiencies or noncompliance with the Company’s policies. The reporting is strictly confidential and is reviewed by our Vice President of Human Resources and the Chairman of the Audit Committee. Ethics violations that are reported are promptly investigated and appropriate corrective action is taken as warranted by the results of the investigation.

 

 

Item 11.EXECUTIVE COMPENSATION: 

 

Compensation Discussion and Analysis

 

Overall Philosophy:

 

The overall financial objective of the Company is to achieve or exceed specific annual and long-term strategic goals set by the Executive Management Team (the “EMT”), described below, from time to time, while maintaining a healthy and stable financial position. It is part of the overall responsibility of our executive officers to successfully manage the Company to reach this objective. Our compensation philosophy revolves around the motivation to achieve, and achievement of, these goals and is designed to attract and retain top executives, and to incentivize and reward the executive officers for their efforts and successes, while properly balancing the encouragement of risk-taking behavior.

 

Role of Executive Officers in Compensation Decisions:

 

The Company is a family-owned business. Because of the closely-held nature of ownership, the Company does not have an official compensation committee (or other official committee of the Board of Directors performing equivalent functions). The EMT, which consists of certain executive officers of the Company, establishes the bases for all executive officer compensation, which compensation is approved by Messrs. Cheek, III, Cheek IV, and Ms. Herring, who are also shareholders of the Company. At December 31, 2018, the EMT consisted of Messrs. Cheek, III, Cheek IV, Guimond, Haynie, Morrow, Clevenger, Shaw and Vercelli, and Ms. Herring, Ms. O’Shields and Ms. Sherr. For the foregoing reasons the Company has not historically engaged any independent compensation consultant to advise on compensation related matters.

 

Components of Compensation:

 

The principal components of the Company’s executive compensation program include base salary, discretionary bonus awards and non-equity incentive plan compensation. The Company also expects that earnings on non-qualified deferred compensation amounts and other compensation opportunities, including certain perquisites as detailed below, will meaningfully add to each executive officer’s overall total compensation each year. Given the closely-held nature of the Company, the Company does not have available for grant, and does not deem it appropriate to pay, any equity based compensation. The EMT takes into account this fact annually when determining other components and amounts of compensation.

 

Base Salary:

 

The Company provides executive officers, and other employees, with a base salary intended to provide a level of financial security and appropriately compensate them for services rendered throughout the year. Salaries for all executive officers are established annually by Messrs. Cheek III and Cheek, IV and Ms. Herring, based on the level of each executive officer’s responsibility, tenure with the Company and certain publicly available market data with respect to salaries paid for like positions at comparable companies. In addition, base salaries are set at a level designed to take into account the fact that the Company does not provide equity-based compensation, as described elsewhere.

 

Each executive officer has goals set annually which are reviewed with the officer by the President and Chief Executive Officer throughout the year. These goals typically vary depending on the nature of the executive’s responsibilities but are set at a level that is expected to be challenging but achievable. A formal individual performance and development review is also held each year with each executive officer and Ms. Herring and Mr. Cheek, III, in which the level of achievement with respect to such goals is reviewed. Merit based adjustments to salaries are based on the assessment of each executive’s performance review and overall Company performance.


- 15 - 



Bonus Awards:

 

Bonus amounts payable to the executive officers include discretionary bonuses and may include certain cash bonuses from time to time for special recognition, each determined at the discretion of the EMT and approved by Messrs. Cheek, III, Cheek IV, and Ms. Herring, who are also shareholders of the Company. The EMT considers, among other factors, the Company’s inability to grant equity-based awards to its officers and employees, as described below, when determining whether and to what extent to make awards. As in prior years, in 2018 it was determined appropriate to award the executive officers a bonus of 4% of their respective base salaries, which was awarded and paid in November as a “holiday” bonus. In addition to this 4% bonus, Messrs. Cheek, III and Cheek, IV and Ms. Herring retain the discretion to award certain additional amounts. In 2018, Mr. Guimond was awarded an additional discretionary bonus in recognition of his continued significant contributions and service to the Company and its subsidiaries (for which he received no separate compensation during such period).

 

Non-Equity Incentive Compensation:

 

As described elsewhere herein, the Company’s stock is not traded or quoted on any national securities exchange or association, but is closely held by Mr. Cheek, III, and his family. As a result, the Company does not grant stock or other equity based awards. In consideration of this and other factors, and in order to establish quantitative financial targets, the achievement of which would trigger the payment of additional compensation, the EMT has, historically, adopted annual incentive compensation plans. Consistently therewith, in the first quarter of 2018 the EMT approved the Company’s 2018 Bonus Plan (the “2018 Bonus Plan”). Mr. Cheek, III voluntarily elected not to participate in the 2018 Bonus Plan.

 

The 2018 Bonus Plan was a cash-based incentive plan designed to promote high performance and the achievement of various short-term corporate goals. Under the 2018 Bonus Plan, at inception, a minimum pre-tax income requirement of $13.1 million was established as a baseline goal required to be achieved in order for any payouts to be made under such plan. The minimum pre-tax income threshold was determined by reference to the average trailing three years' pre-tax income of the Company, plus the Company's projected accrued incentive bonus at December 31, 2018, multiplied by 50%. The EMT believed using a trailing three-year average metric would incent management to focus on long-term growth, and not be disproportionately focused on short-term results. The EMT determined that pre-tax income was an appropriate measure upon which to provide a threshold evaluation of our annual performance because the EMT believes pre-tax income represents an appropriate measure of profitability for the Company.

 

If that threshold was met, payouts under the 2018 Bonus Plan were based on the number of strategic goals met, as established in advance by the EMT. For 2018, the EMT identified five strategic goals in addition to the minimum pre-tax income threshold goal. Each goal was chosen as a critical metric for the continued growth and financial soundness of the Company based on the impact the achievement of each such goal has on the Company’s results of operations and financial condition. The quantifiable amounts in each of the goals (including the threshold minimum pre-tax income) were determined by the EMT after review and consideration of various internal budgets and forecasts. The goals were:

 

(i)Minimum 4.25% corporate net receivables growth; 

(ii)Delinquency control – Percent of accounts with balances 30 days or more 

past due, not to exceed 9.00% of outstanding receivables; 

(iii)$17.5 million minimum pre-tax income (separate from minimum threshold goal); 

(iv)Maximum corporate expense / revenue ratio of 92.5% or less; and 

(v)Minimum 3.00% return on assets. 


- 16 - 



Bonus payouts under the 2018 Bonus Plan depended on the number of goals met as follows:

 

No. of Strategic Goals MetBonus Payout (% of Salary) 

 

15% - 25% 

25% - 35% 

35% - 45% 

45% - 55% 

55% - 65% 

 

In 2018, the Company achieved the $13.1 million pre-tax threshold goal. In addition, the Company met four of the five strategic goals as set out in the 2018 Bonus Plan.

 

In accordance with discretion afforded to the EMT under the 2018 Bonus Plan, amounts paid to each executive officer, other than Mr. Cheek, III, varied within the payout range depending on personal performance milestones as determined by the EMT. The actual amounts paid to each executive officer are set out in the Summary Compensation Table which follows, under the heading “Non-Equity Incentive Plan Compensation”.

 

 

Deferred Compensation:

 

The Company offers all eligible employees, including executive officers, the opportunity to participate in a Company-sponsored deferred compensation plan in accordance with Section 401(k) of the Internal Revenue Code of 1986, as amended (the “Code”). The Company “matches” employee contributions of up to 6% of their salary, using the following formula: 100% of first 1% and 70% of next 5% of salary deferred.

 

As a result of certain federal limitations on the ability of management or highly compensated employees (within the respective meanings of Section 201(2), 301(a)(3), 401(a)(1) and 4021(b)(6) of the Employee Retirement Income Security Act of 1974) to participate in such plans, the Company has established the Company’s Executive Nonqualified Deferred Compensation Plan (the “Deferred Compensation Plan”). Pursuant to the Deferred Compensation Plan, the Company annually credits the account of each participant who received more than the Section 401(a)(17) salary limit (as described in the Code) with a discretionary amount that is usually, but not always, equal to the amount the participant would have received as a 401(k) Company matching contribution on the amount of their salary above the Section 401(a)(17) limit had they been allowed to defer 6% of that amount into the qualified plan. The EMT determined that it was appropriate to offer the Deferred Compensation Plan, and the matching contribution consistent with the level provided by employees generally, to such persons as if they were eligible to participate in Company sponsored plans open to other employees.

 

Perquisites and Other Compensation:

 

The Company believes that providing its executive officers with certain reasonable perquisites and other compensation is appropriate and consistent with the Company’s overall compensation philosophy designed to attract and retain top executives. The EMT periodically reviews the types and amounts of perquisites and other compensation provided to the Company’s executive officers. In conducting this review, the EMT considers, among other things, the types and ranges of compensation provided at various similar sized or situated companies and, in 2018, determined that these amounts were appropriate.

 

The Company’s executive officers are provided the use of Company-owned automobiles and granted a travel allowance to cover certain costs of business-related travel when an overnight stay is not required and the Company’s travel expense policy is not otherwise involved. These amounts are included in the taxable income of the executive officers. In addition, the Company generally provides certain insurance benefits to its executive officers. This includes long-term disability and travel accident insurance (which pays a benefit upon the occurrence of certain specific events), as well as basic life and accidental death insurance coverage, which coverage is provided on a graduated scale based on seniority. In addition, in recognition of the commitment to the Company by those individuals with twenty or more years of service to the Company, the Company also pays the premiums for their personal medical benefits. In 2018, Messrs.


- 17 - 



Cheek, IV, Guimond and Morrow, and Ms. Herring, received this benefit. In addition, during 2018, Messrs. Cheek, III and Cheek, IV, and Ms. Herring, based on positions as shareholders and executive officers, were determined eligible to participate in the Company’s medical expenses reimbursement program (“MERP”), which provides reimbursement for amounts not otherwise covered under policies for which these officers are eligible to participate in.

 

These amounts are reflected in the Summary Compensation Table and related notes below.

 

Employment Agreements and Change in Control Arrangements:

 

The Company does not enter into employment agreements with its executive officers. Given the nature and location of its business, and the fact that the Company is a family owned business whose stock is not publicly traded, the Company has not had significant turnover among its senior management, and has determined that it is not necessary to enter into such agreements with its executives.

 

For similar reasons, due to the nature of compensation and the fact that a change in control of the Company is unlikely without significant input and approval from the EMT and the Company’s closely-held ownership, the EMT has determined that it is not necessary to condition any payments upon, or make any amounts contractually payable upon, any change in control of the Company.

 

Compensation Committee Report:

 

In the absence of a standing compensation committee, the Board of Directors has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with Management and, based on such review and discussions, determined that the Compensation Discussion and Analysis be included in this Annual Report on Form 10-K.

 

The Board of Directors: 

Ben F. Cheek, III   John G. Sample, Jr. 

Ben F. Cheek, IV   C. Dean Scarborough 

A. Roger GuimondKeith D. Watson 

James H. Harris, III 

 

Summary Compensation Table

 

Name and

Principal

Position

 

 

 

Year

 

 

 

Salary

 

 

 

Bonus

(1)

Non-Equity

Incentive

Plan

Compensation (2)

 

All

Other

Compensation

(3)

 

 

 

Total

Ben F. Cheek, IV

Chairman

2018

2017

2016

$297,384 

$297,384 

$297,384 

$88,127 

$13,288 

$15,757 

$- 

$132,830 

$- 

$92,184 

$84,404 

$80,306 

$477,694 

$527,906 

$393,447 

Virginia C. Herring

President and CEO

2018

2017

2016

$383,000 

$383,000 

$378,712 

$238,771 

$18,221 

$15,558 

$- 

$169,800 

$- 

$49,428 

$36,812 

$43,520 

$671,199 

$607,833 

$437,790 

A. Roger Guimond

Executive Vice President and

Chief Financial Officer

2018

2017

2016

$402,359 

$401,580 

$394,461 

$34,579 

$28,744 

$28,584 

$219,180 

$255,348 

$- 

$107,422 

$80,078 

$75,650 

$763,540 

$765,750 

$498,695 

Charles E. Vercelli, Jr.

Executive Vice President and

General Counsel

2018

2017

2016 

$321,163 

$316,163 

$308,163 

$13,717 

$13,222 

$12,807 

$153,163 

$158,670 

$- 

$30,726 

$18,552 

$20,852 

$518,768 

$506,607 

$341,822 

Ronald F. Morrow

Chief Operating Officer (4)

2018

2017

$288,500 

$256,000 

$11,946 

$10,673 

$144,250 

$145,920 

$13,556 

$6,468 

$458,252 

$419,061 

 

 

 

 

 

 

 

(1)For additional information on the payments of discretionary bonus awards, see “Compensation Discussion and Analysis – Bonus Awards” above. 

(2)For additional information on the payments of non-equity incentive plan compensation, see “Compensation Discussion and Analysis – Non-Equity Incentive Compensation” above.  

(3)All other compensation for executive officers for 2018 is detailed as follows: 

(4)Appointed Chief Operating Officer on July 1, 2017. Prior to appointment, served as Operations Vice President. 

 


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Name

Personal

Use of

Company

Auto or Airplane

Travel

Allowance and/or

Travel Expense Reimb.

Insurance

Premiums

Director Fees

and/or

Deferred Salary (a)

Company

Contribution

To Deferred

Compensation Plan

Total

 

 

 

 

 

 

 

Ben F. Cheek, IV

$9,151  

$2,400 

$12,989 

$59,000 

$8,644 

$92,184 

Virginia C. Herring

$25,547  

$2,400 

$8,290 

$- 

$13,191 

$49,428 

A. Roger Guimond

$2,436 

$2,400 

$2,139 

$71,000 

$29,447 

$107,422 

Charles E. Vercelli, Jr.

$- 

$- 

$831 

$19,200 

$10,695 

$30,726 

Ronald F. Morrow

$1,323 

$2,400 

$2,139 

$- 

$7,694 

$13,556 

 

(a) Messrs. Cheek, IV and Guimond, both directors of the Company, elected to receive their 2018 director fees as deferred compensation amounting to $35,000 each. Also, in 2018, Mr. Cheek, IV elected to defer $24,000 salary, Mr. Guimond elected to defer $36,000 in salary and Mr. Vercelli elected to defer $19,200 in salary. See “Executive Nonqualified Deferred Compensation Plan” and “Director Fees” below.

 

Grant of Plan-Based Awards

 

In 2018, the named executive officers were eligible to receive non-equity incentive plan payouts under the Company’s 2018 Bonus Plan. The following table sets forth certain information with respect to award eligibility and payments for the fiscal year ended December 31, 2018 to our named executive officers.

 

 

 

Estimated Possible Payouts

Under Non-Equity Incentive

Plan Awards (1)

 

Name

 

Grant Date

Threshold

     $     

Target

     $     

Maximum

     $     

 

 

 

 

 

Ben F. Cheek, IV

3/01/2018

$16,069 

$112,484 

$208,900 

Virginia C. Herring

3/01/2018

$19,150 

$134,050 

$248,950 

A. Roger Guimond

3/01/2018

$21,918 

$153,426 

$284,933 

Charles E. Vercelli, Jr.

3/01/2018

$17,018 

$119,127 

$221,236 

Ronald F. Morrow

3/01/2018

$14,425 

$100,975 

$187,525 

 

(1)Represented estimated possible payouts under the 2018 Bonus Plan. The “Threshold” column reflects the payout which would have occurred if each performance goal as set out in the 2018 Bonus Plan was met, and payouts were made at the minimum level (5%) of salary. The “Target” column reflects the payout which would have occurred if each performance goal as set out in the 2018 Bonus Plan was met, and payouts were made at the midpoint of bonus payout as a percent of salary (35%). The “Maximum” column reflects the payout which would have occurred if each performance goal as set out in the 2018 Bonus Plan was met, and payouts were made at the maximum level (65%) of salary. 

 

Compensation Committee Interlocks and Insider Participation

 

The Company is a family owned business and because of the closely held nature of ownership, the Company does not have an official compensation committee (or other official committee of the Board of Directors performing equivalent functions) or a charter outlining there responsibilities thereof. The EMT establishes the bases for all executive compensation, which compensation is approved by shareholders Messrs. Cheek, III and Cheek, IV and Ms. Herring.

 

During 2018, none of the Company’s executive officers served as a member of the board of directors or compensation committee of any entity for which a member of our Board served as an executive officer.


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Executive Nonqualified Deferred Compensation Plan

 

Any management or highly compensated employee who has been designated by the Administrative Committee for the Company’s Deferred Compensation Plan as an eligible employee may participate in the Company’s Executive Nonqualified Deferred Compensation Plan (the “Plan”). Non-employee directors are also eligible to defer their respective director fees into the Deferred Compensation Plan.

 

The Plan does not require any contribution to be made by a participant therein.

 

Interest is credited on the participant’s account on the last day of each quarter at an interest rate equal to the average of the interest rate during such quarter paid on the Company’s Variable Rate Subordinated Debentures with a one-year interest adjustment period.

 

 

Nonqualified Deferred Compensation Table

Name

Executive

Contributions

In Last

Fiscal Year (1)

Registrant

Contributions

In Last

Fiscal Year (2)

Aggregate

Earnings

In Last

Fiscal Year

Aggregate

Withdrawals /

Distributions

Aggregate

Balance

At Last

Fiscal Year

    End    

 

 

 

 

 

 

Ben F. Cheek, IV

$59,000 

$8,644 

$11,796 

$- 

$568,859 

Virginia C. Herring

$- 

$13,191 

$2,150 

$- 

$106,710 

A. Roger Guimond

$71,000 

$29,447 

$18,294 

$- 

$878,358 

Charles E. Vercelli, Jr.

$19,200 

$10,695 

$3,662 

$- 

$179,684 

Ronald F. Morrow

$- 

$7,694 

$670 

$- 

$36,801 

 

 

 

 

 

 

(1)Includes compensation of $35,000 for service as a member of the Company’s Board of Directors voluntarily deferred by each of Ben F. Cheek, IV and A. Roger Guimond. Also includes $24,000 in deferred salary by Mr. Cheek, IV, $36,000 in deferred salary by Mr. Guimond and $19,200 in deferred salary by Mr. Vercelli. See the “All Other Compensation” portion of the “Summary Compensation Table” above, and “Director Compensation” below. 

(2)Company contributions are included in the “All Other Compensation” portion of the Summary Compensation Table above. 

 

 

Director Compensation

 

Name

Fees

Earned Or

Paid In

Cash

All

Other

Compensation

Total

 

 

 

 

Ben F. Cheek, III

$-- 

$-- 

$-- 

Ben F. Cheek, IV

$35,000 

$-- 

$35,000 

A. Roger Guimond

$35,000 

$-- 

$35,000 

James H. Harris, III

$35,000 

$-- 

$35,000 

John G. Sample, Jr.

$40,000 

$1,545 

$41,545 

C. Dean Scarborough

$35,000 

$-- 

$35,000 

Keith D. Watson

$35,000 

$-- 

$35,000 

 

In 2018, each member of the Board was entitled to receive $35,000 per year for service as a member of the Board of Directors, including service on any committee thereof. The Chairman of the Audit Committee was entitled to additional $5,000. In addition, Mr. Sample also received $1,545 in travel-related expenses to attend meetings. Mr. Cheek, III voluntarily elected to forego any such compensation. Messrs. Cheek IV, Guimond and Sample elected to receive their 2018 director fees as deferred compensation (see “Executive Nonqualified Deferred Compensation Plan” above).


- 20 - 



Chief Executive Officer Compensation Ratio

 

For the 2018 fiscal year, the ratio of the annual total compensation of Ms. Virginia C. Herring, our Chief Executive Officer (“CEO Compensation”), to the median of the annual total compensation of all of our employees other than our Chief Executive Officer (“Median Annual Compensation”) was 18 to 1. This ratio is a resonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K using the data and assumptions summarized below. In this summary, we refer to the employee who received such Median Annual Compensation as the “Median Employee.” For purposes of this disclosure, the date used to identify the Median Employee was December 31, 2018 (the “Determination Date”).

 

CEO Compensation for purposes of this disclosure represents the total compensation reported for Mrs. Virginia C. Herring for 2018 under the “Total” column of the “Summary Compensation Table” for the 2018 fiscal year. For purposes of this disclosure, Median Annual Compensation was $37,855, and was calculated by totaling for our Median Employee all applicable elements of compensation for the 2018 fiscal year in accordance with Item 402(c)(2)(x) of Regulation S-K.

 

To identify the Median Employee, we first determined our employee population as of the Determination Date. We had 1,485 employees, representing all full-time and part-time employees. This number does not include any independent contractors, as permitted by the applicable SEC rules. We then measured compensation for the period beginning on January 1, 2018 and ending on December 31, 2018. This compensation measurement was calculated by totaling for each employee gross taxable earnings salary, bonus, sick pay, vacation pay and other compensation as shown in our payroll and human resources records for 2018.

 

 

Item 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 

AND RELATED STOCKHOLDER MATTERS: 

 

(a)Security Ownership of Certain Beneficial Owners: 

 

Information listed below represents ownership in the Company with respect to any person (including any “group” as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934) who is known to the Company to be the beneficial owner of more than five percent of any class of the Company’s voting securities as of December 31, 2018. Each such person has sole “beneficial” ownership of such shares (as determined in accordance with applicable SEC rules relating to share ownership). 

 

Name and Address of

 

Amount and Nature of

Percent of

Beneficial Owner

Title of Class

Beneficial Ownership

Class

 

 

 

 

Ben F. Cheek, IV

Voting Common Stock

644 Shares - Direct

37.88%

135 East Tugalo Street

 

 

 

Toccoa, Georgia 30577

 

 

 

 

 

 

 

Virginia C. Herring

Voting Common Stock

644 Shares - Direct

37.88%

135 East Tugalo Street

 

 

 

Toccoa, Georgia 30577

 

 

 

 

 

 

 

David W. Cheek

Voting Common Stock

412 Shares - Direct

24.24%

4500 Barony Dr.

 

 

 

Suwanee, Georgia 30024

 

 

 


- 21 - 



(b)Security Ownership of Management: 

 

Ownership listed below represents ownership in each class of equity securities of the Company as of December 31, 2018, by (i) Directors who were then serving in such capacity and executive officers of the Company named in the summary compensation table and (ii) all directors and executive officers of the Company as a group. Except as described below, each person has sole “beneficial” ownership of such shares.

 

 

 

Amount and Nature of

Percent of

Name

Title of Class

Beneficial Ownership

Class

 

 

 

 

Ben F. Cheek, III

Voting Common Stock

None

None

 

Non-Voting Common Stock

574 Shares - Direct

.34%

 

 

 

 

Ben F. Cheek, IV

Voting Common Stock

644 Shares - Direct

37.88%

 

Non-Voting Common Stock

18,011 Shares - Direct

10.70%

 

Non-Voting Common Stock

37,898 Shares – Indirect (1)

22.52%

 

 

 

 

Virginia C. Herring

Voting Common Stock

644 Shares - Direct

37.88%

 

Non-Voting Common Stock

18,012 Shares - Direct

10.70%

 

Non-Voting Common Stock

37,896 Shares – Indirect (1)

22.52%

 

 

 

 

A. Roger Guimond

Voting Common Stock

None

None

 

Non-Voting Common Stock

None

None

 

 

 

 

James H. Harris, III

Voting Common Stock

None

None

 

Non-Voting Common Stock

None

None

 

 

 

 

John G. Sample, Jr.

Voting Common Stock

None

None

 

Non-Voting Common Stock

None

None

 

 

 

 

C. Dean Scarborough

Voting Common Stock

None

None

 

Non-Voting Common Stock

None

None

 

 

 

 

Keith D. Watson

Voting Common Stock

None

None

 

Non-Voting Common Stock

None

None

 

 

 

 

All directors and

 

 

 

executive officers 

Voting Common Stock

1,288 Shares - Direct

75.76%

as a group 

Non-Voting Common Stock

36,597 Shares - Direct

21.74%

(11 persons) 

Non-Voting Common Stock

75,794 Shares- Indirect (1)

45.04%

 

(1)Various trusts have been established for the benefit of each of Ben F. Cheek, IV, Virginia C. Herring and David W. Cheek. The trustees of each of the trusts, who by virtue of dispositive power over the assets thereof are deemed to be the beneficial owners of shares of the Company’s non-voting common stock contained therein, are two children of Ben F. Cheek, III named above who are not the named beneficiaries of each of the respective trusts. 

 

 

Trustees

Trust for

Benefit of

Number of Shares

 

   %   

David W. Cheek and

Virginia C. Herring

Ben F. Cheek, IV

37,898

22.52%

David W. Cheek and

Ben F. Cheek, IV

Virginia C. Herring

37,896

22.52%

Ben F. Cheek, IV and

Virginia C. Herring

David W. Cheek

37,898

22.52%


- 22 - 



(c)The Company knows of no contractual arrangements which may at a subsequent date result in a change in control of the Company. 

 

Item 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR 

INDEPENDENCE: 

 

In accordance with the provisions of the written charter of the Audit Committee of the Board of Directors, the Audit Committee approves all related party transactions that are required to be disclosed pursuant to the rules and regulations of the SEC.

 

The Company leased its home office building and print shop for a total of $151,200 per year from Franklin Enterprises, Inc. under leases which expired December 31, 2018. Effective January 1, 2019, these leases were renewed for three years based on the same terms. Effective July 1, 2017, the Company entered into a new lease with Franklin Enterprises, Inc. for rental of office space for its marketing department at a cost of $800 per month. This lease expires June 30, 2022. Messrs. Cheek, III and Cheek, IV, both directors and executive officers of the Company, and Ms. Herring, executive officer of the Company, own 66.67%, 11.11% and 11.11% of the shares of Franklin Enterprises, Inc., respectively. In Management's opinion, these leases are at rates and on terms which approximate those obtainable from independent third parties. The aggregate dollar amount of all remaining periodic payments due during these lease terms is $487,200.

 

The Company leases its Clarkesville, Georgia branch office for a total of $5,400 per year from Cheek Investments, Inc. under a lease which expires June 30, 2020. Messrs. Cheek, III and Cheek, IV and Ms. Herring, own .50%, 33.17% and 33.17%, respectively, of the shares of Cheek Investments, Inc. In Management’s opinion, the lease is at a rate and on terms which approximate those obtainable from independent third parties. The aggregate dollar amount of all remaining periodic payments due during the lease term is $8,100.

 

During 2017, Messrs. Cheek, III and Cheek, IV were both directors and executive officers of the Company. Effective January 1, 2015, Mr. Cheek, III transitioned to solely a director of the Company. At all relevant times, Ms. Herring has been an executive officer of the Company.

 

 

During1999, the Company extended a loan was extended to a real estate development partnership of which David Cheek (the adult son of Ben F. Cheek, III) who beneficially owns 24.24% of the Company’s voting stock, is a partner. The loan was renewed effective July 20, 2018. The balance on this commercial loan (including principal and accrued interest) was $1,555,770 at December 31, 2018, which was also the maximum amount outstanding during the year. There were no principal or interest payments applied against this loan during 2018. The loan is a variable-rate loan with the interest based on the prime rate plus 1%. Interest is currently computed at an annual rate of 5.50%. The interest rate adjusts whenever the prime rate changes.

 

Effective September 23, 1995, the Company and Deborah A. Guimond, Trustee of the Guimond Trust (an irrevocable life insurance trust, the “Trust”) entered into a Split-Dollar Life Insurance Agreement. The life insurance policy insures A. Roger Guimond, Executive Vice President and Chief Financial Officer of the Company. 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 $10,504 for interest accrued during 2018 was applied to the loan on December 31, 2018. No principal payments on this loan were made in 2018. The balance on this loan at December 31, 2018 was $400,678. This was the maximum amount outstanding during the year.


- 23 - 



Item 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES: 

 

The Company was billed for professional services provided during fiscal years 2018 and 2017 by Deloitte & Touche LLP, the Company's independent registered public accounting firm, in the amounts set out in the following table, all of which were pre-approved by the Audit Committee. Other than as set out below, the Company was not billed for any services provided by Deloitte & Touche LLP.

 

The Audit Committee of the Board of Directors has considered the services rendered by Deloitte & Touche LLP for services other than the audit of the Company’s financial statements and has determined that the provision of these services is compatible with maintaining the independence of Deloitte & Touche LLP.

 

 

Fee

Fee

 

Amount

Amount

 

          2018          

          2017          

Services Provided:

 

 

Audit Fees (1)

$ 416,050   

$ 344,702   

Audit – Related Fees

27,000   

27,651   

Tax Fees (2)

   142,402   

   110,428   

Total  

$ 585,452   

$ 482,781   

 

 

 

(1)

Fees in connection with the audit of the Company’s annual financial statements for the fiscal years ended December 31, 2017 and 2016, and reviews of the financial statements included in the Company’s quarterly reports on Form 10-Q during the 2018 and 2017 fiscal years.

 

 

(2)

Fees billed by Deloitte & Touche LLP for professional services rendered for tax compliance, tax advice and tax planning. The services included the preparation of the Company’s and its subsidiaries’ tax returns.

 

 

All audit and non-audit services to be performed by the Company’s independent registered public accounting firm must be approved in advance by the Audit Committee. Pursuant to the Audit Committee Pre-Approval Policy (the “Policy”), and as permitted by SEC rules, the Audit Committee may delegate pre-approval authority to any of its members, provided that any service approved in this manner is reported to the full Audit Committee at its next meeting. The Policy provides for a general pre-approval of certain specifically enumerated services that are to be provided within specified fee levels. With respect to requests to provide services not specifically pre-approved pursuant to the general grant, such requests must be submitted to the Audit Committee by the Company’s independent registered public accounting firm and the Company's Chief Financial Officer and must include a joint statement as to whether, in their view, the request is consistent with SEC rules on auditor independence.


- 24 - 



PART IV

 

Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES:

 

(a)(1)The following Report of Independent Registered Public Accounting Firm and financial statements are incorporated by reference herein from Exhibit 13 hereto:  

 

Report of Independent Registered Public Accounting Firm. 

 

Consolidated Statements of Financial Position at December 31, 2018 and 2017. 

 

Consolidated Statements of Income for the three years ended December 31, 2018. 

 

Consolidated Statements of Comprehensive Income (Loss) for the three years ended 

December 31, 2018. 

 

Consolidated Statements of Stockholders’ Equity for the three years ended 

December 31, 2018. 

 

Consolidated Statements of Cash Flows for the three years ended December 31, 2018. 

 

Notes to Consolidated Financial Statements. 

 

(2)Financial Statement Schedule: 

 

Report of Independent Registered Public Accounting Firm. 

 

Condensed Statements of Financial Position at December 31, 2018 and 2017. 

 

Condensed Statements of Income for the three years ended December 31, 2018. 

 

Condensed Statements of Comprehensive Income (Loss) for the three years ended 

December 31, 2018. 

 

Condensed Statements of Stockholders’ Equity for the three years ended 

December 31, 2018. 

 

Condensed Statements of Cash Flows for the three years ended December 31, 2018. 

 

(3)Exhibits: 

 

 

3.

(a)

Restated Articles of Incorporation as amended January 26, 1996 (incorporated by reference to Exhibit 3(a) to Form 10-K for the year ended December 31, 1995).

 

 

 

 

 

 

(b)

Bylaws (incorporated by reference to Exhibit 3(b) to Form 10-K for the year ended December 31, 1995).

 

 

 

 

 

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 Amendment No. 1 to the Registration Statement on Form S-2 dated April 24, 1998, File No. 333-47515).

 

 

 

 

 

 

(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).


- 25 - 



 

 

 

 

 

 

(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 to the Registration Statement on Form S-2 dated June 8, 1993, File No. 33-49151).

 

 

 

 

 

 

(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).

 

 

 

 

 

 

(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).

 

 

 

 

 

 

(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).

 

 

 

 

 

 

(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).

 

 

 

 

 

 

(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).

 

 

 

 

 

 

(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).

 

 

 

 

 

 

(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).

 

 

 

 

 

 

(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).

 

 

 

 

 

 

(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).

 

 

 

 

 

 

(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).


- 26 - 



 

 

 

 

 

 

(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).

 

 

 

 

 

 

(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).

 

 

 

 

 

10.

(a)

Loan and Security Agreement, dated September 11, 2009, by and among the Company and Wells Fargo Preferred Capital, Inc., as agent (“Agent”) and a lender, and the other financial institutions from time to time party thereto (incorporated herein by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed with the SEC on September 17, 2009).

 

 

 

 

 

 

(b)

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 by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed with the SEC on November 5, 2009).

 

 

 

 

 

 

(c)

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).

 

 

 

 

 

 

(d)

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).

 

 

 

 

 

 

(e)

 

 

 

 

 

(f)

 

 

 

 

 

(g)

 

Fourth Amendment to Loan and Security Agreement, dated as of September 04, 2013, 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 10, 2013).

 

Fifth Amendment to Loan and Security Agreement, dated as of November 13, 2014, by and among the Company, Wells Fargo Bank, N.A. and the financial institutions a party thereto as lenders (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q for the quarterly period ended September 30, 2014).

 

Sixth Amendment to Loan and Security Agreement, dated as of September  21, 2015, by and among the Company, Wells Fargo Bank, N.A. 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, 2015).

 

 

 

 

 


- 27 - 



 

 

(h)

 

 

 

 

 

(i)

 

 

 

 

 

(j)

 

(k)

Seventh Amendment to Loan and Security Agreement, dated as of March 29, 2017, by and among the Company, Wells Fargo Bank, N.A. and the financial institutions a party thereto as lenders (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-K for the year ended December 31, 2016).

 

Eighth Amendment to Loan and Security Agreement, dated as of December 28, 2018, by and among the Company, Wells Fargo Bank, N.A. and the financial institutions a party thereto as lenders (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on December 28, 2018.

 

Director Compensation Summary Term Sheet.

 

Form of the Company’s 2018 Executive Bonus Plan.

 

 

 

 

 

13.

Annual Report.

 

 

 

 

 

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).

 

 

 

 

23.

Consent of Independent Registered Public Accounting Firm.

 

 

 

 

31.1

Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) / 15d-14(a) of the Securities Exchange Act of 1934.

 

 

 

 

 

31.2

Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) / 15d-14(a) of the Securities Exchange Act of 1934.

 

 

 

 

 

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.

 

 

 

 

 

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.

 

XBRL Taxonomy Extension Definition Linkbase Document.

 

 

*

Management contract or compensatory plan or arrangement filed pursuant to Item 601(b)(10)(iii) of Regulation S-K.

 

 

Item 16.FORM 10-K SUMMARY: 

 

NONE. 


- 28 - 



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

 

 

March 29, 2019 

By: /s/ Virginia C. Herring                           

Date 

Virginia C. Herring 

 

President and Chief Executive Officer 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated: 

 

Signatures

 

Title

 

Date

                                                           

 

                                                       

 

                                

 

 

 

 

 

/s/ Ben F. Cheek, IV 

 

 

 

March 29, 2019

(Ben F. Cheek, IV) 

 

Chairman of Board

 

 

 

 

 

 

 

 

 

 

 

 

/s/ Ben F. Cheek, III 

 

 

 

 

(Ben F. Cheek, III) 

 

Vice Chairman

 

March 29, 2019

 

 

 

 

 

 

/s/ James H. Harris, III 

 

 

 

 

(James H. Harris, III) 

 

Director

 

March 29, 2019

 

 

 

 

 

 

 

 

 

 

/s/ Virginia C. Herring 

 

 

 

 

(Virginia C. Herring) 

 

President and Chief Executive Officer

 

March 29, 2019

 

 

 

 

 

 

 

 

 

 

/s/ A. Roger Guimond 

 

 

 

 

(A. Roger Guimond) 

 

Executive Vice President;

 

March 29, 2019

 

 

Principal Financial Officer;

 

 

 

 

Principal Accounting Officer;

Director

 

 

 

 

 

 

 

/s/ John G. Sample, Jr. 

 

 

 

 

(John G. Sample, Jr.) 

 

Director

 

March 29, 2019

 

 

 

 

 

 

/s/ C. Dean Scarborough 

 

 

 

 

(C. Dean Scarborough) 

 

Director

 

March 29, 2019

 

 

 

 

 

 

 

 

 

 

/s/ Keith D. Watson 

 

 

 

 

(Keith D. Watson) 

 

Director

 

March 29, 2019


- 29 - 



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.

 

(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:

 

 

 

(1)

Any annual report to security holders covering the registrant's last fiscal year; and

 

 

 

 

 

(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.

 

 

(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.

 

 

(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, 2018, 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.


- 30 - 



Schedule I

 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

To the Board of Directors and Shareholders of 1st Franklin Financial Corporation

 

Opinion on the Financial Statement Schedule

We have audited the consolidated financial statements of 1st Franklin Financial Corporation and subsidiaries (the “Company”) as of December 31, 2018 and 2017, and for each of the three years in the period ended December 31, 2018, and have issued our report thereon dated March 29, 2019; such consolidated financial statements and report are included in your 2018 Annual Report to Shareholders and are incorporated herein by reference. Our audits also included the financial statement schedule of the Company listed in Item 15. The financial statement schedule is the responsibility of the Company’s management. Our responsibility is to express an opinion based on our audits. In our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

/s/ Deloitte & Touche LLP

Atlanta, Georgia

March 29, 2019

 


- 31 - 



SCHEDULE I

 

 

CONDENSED FINANCIAL INFORMATION OF REGISTRANT

1st FRANKLIN FINANCIAL CORPORATION

(Parent Company Only)

STATEMENTS OF FINANCIAL POSITION

 

DECEMBER 31, 2018 AND 2017

 

ASSETS

 

 

2018

 

2017

 

 

 

 

 

CASH AND CASH EQUIVALENTS:                                           

 

 

 

 

  Cash and Due from Banks

 

   $     3,826,520   

 

   $     3,071,086   

  Short-term Investments

 

833,532   

 

25,236,306   

 

 

4,660,052   

 

28,307,392   

 

 

 

 

 

RESTRICTED CASH

 

702,987   

 

624,657   

 

 

 

 

 

LOANS:

 

 

 

 

  Direct Cash Loans

 

651,085,493   

 

540,380,078   

  Real Estate Loans

 

31,655,000   

 

27,117,189   

  Sales Finance Contracts

 

50,693,568   

 

34,314,270   

 

 

733,434,061   

 

601,811,537   

 

 

 

 

 

  Less:

Unearned Finance Charges

 

98,377,069   

 

74,439,222   

 

Unearned Insurance Commissions

 

21,181,977   

 

17,394,737   

 

Allowance for Loan Losses

 

43,000,000   

 

42,500,000   

 

 

 

570,875,015   

 

467,477,578   

 

 

 

 

 

INVESTMENTS IN SUBSIDIARIES

 

197,966,662   

 

186,398,978   

 

 

 

 

 

INVESTMENT SECURITIES:

 

 

 

 

  Available for Sale, at fair market value

 

311,442   

 

10,966,789   

 

 

 

 

 

OTHER ASSETS:

 

 

 

 

  Land, Buildings, Equipment and Leasehold Improvements,

 

 

 

 

     Less accumulated depreciation and amortization

 

 

 

 

        of $35,044,831 and $31,476,425 in 2018

        and 2017, respectively

 

15,348,519   

 

15,522,745   

  Miscellaneous

 

3,717,953   

 

5,214,925   

 

 

19,066,472   

 

20,737,670   

 

 

 

 

 

               TOTAL ASSETS

 

$ 793,582,630   

 

$ 714,513,064   


- 32 - 



SCHEDULE I

 

 

CONDENSED FINANCIAL INFORMATION OF REGISTRANT

1st FRANKLIN FINANCIAL CORPORATION

(Parent Company Only)

STATEMENTS OF FINANCIAL POSITION

 

DECEMBER 31, 2018 AND 2017

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

2018

 

2017

 

 

 

 

 

SENIOR DEBT:

 

 

 

 

  Notes Payable to Banks

 

     $ 53,180,000   

 

$ --   

  Senior Demand Notes, including accrued interest

 

73,339,081   

 

71,818,656   

  Commercial Paper

 

373,803,569   

 

354,912,561   

                                                                                                           

 

500,322,650   

 

426,731,217   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

 

22,129,372   

 

22,197,942   

 

 

 

 

 

 

 

 

 

 

SUBORDINATED DEBT

 

30,270,450   

 

33,487,903   

 

 

 

 

 

 

 

 

 

 

       Total Liabilities

 

552,722,472   

 

482,417,062   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS' EQUITY:

 

 

 

 

  Preferred Stock; $100 par value

 

 

 

 

6,000 shares authorized; no shares issued or outstanding 

 

--   

 

--   

  Common Stock:

 

 

 

 

Voting Shares; $100 par value; 

 

 

 

 

      2,000 shares authorized; 1,700 shares issued
and outstanding as of December 31, 2018 and 2017 

 

170,000   

 

170,000   

  Non-Voting Shares; no par value;  

 

 

 

 

       198,000 shares authorized; 168,300 shares issued and 

 

 

 

 

        outstanding as of December 31, 2018 and 2017 

 

--   

 

--   

  Accumulated Other Comprehensive (Loss) Income

 

(391,979)  

 

4,596,132   

  Retained Earnings

 

241,082,137   

 

227,329,870   

              Total Stockholders' Equity

 

240,860,158   

 

232,096,002   

 

 

 

 

 

                   TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

 

$ 793,582,630   

 

   $ 714,513,064   


- 33 - 



SCHEDULE I

 

 

CONDENSED FINANCIAL INFORMATION OF REGISTRANT

1st FRANKLIN FINANCIAL CORPORATION

(Parent Company Only)

 

STATEMENTS OF INCOME

FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016

 

 

 

2018

 

2017

 

2016

INTEREST INCOME:

 

 

 

 

 

 

Finance Charges 

 

  $ 172,804,055   

 

  $ 151,432,541   

 

  $ 152,721,480   

Investment Income 

 

228,422   

 

580,287   

 

75,876   

                                                                                         

 

173,032,477   

 

152,012,828   

 

152,797,356   

 

 

 

 

 

 

 

INTEREST EXPENSE:

 

 

 

 

 

 

Senior Debt 

 

12,993,358   

 

11,964,075   

 

12,407,735   

Subordinated Debt 

 

888,482   

 

940,879   

 

1,024,328   

 

 

13,881,840   

 

12,904,954   

 

13,432,063   

 

 

 

 

 

 

 

NET INTEREST INCOME

 

159,150,637   

 

139,107,874   

 

139,365,293   

 

 

 

 

 

 

 

PROVISION FOR LOAN LOSSES

 

39,207,197   

 

32,355,146   

 

67,562,543   

 

 

 

 

 

 

 

NET INTEREST INCOME AFTER

   PROVISION FOR LOAN LOSSES

 

119,943,440   

 

106,752,728   

 

71,802,750   

 

 

 

 

 

 

 

NET INSURANCE INCOME

 

17,632,828   

 

17,067,880   

 

19,685,784   

 

 

 

 

 

 

 

OTHER REVENUE

 

5,840,236   

 

5,507,197   

 

5,373,500   

 

 

 

 

 

 

 

OPERATING EXPENSES:

 

 

 

 

 

 

Personnel Expense 

 

91,585,822   

 

84,380,970   

 

69,814,320   

Occupancy Expense 

 

17,250,698   

 

16,269,124   

 

14,520,134   

Other Expense 

 

34,192,905   

 

30,185,618   

 

26,422,513   

 

 

143,029,425   

 

130,835,712   

 

110,756,967   

 

 

 

 

 

 

 

INCOME (LOSS) BEFORE INCOME TAXES

   AND EQUITY IN EARNINGS OF SUBSIDIARIES

 

387,079   

 

(1,507,907)  

 

(13,894,933)  

 

 

 

 

 

 

 

(BENEFIT) PROVISION FOR INCOME TAXES

 

--   

 

--   

 

(18,531)  

 

 

 

 

 

 

 

EQUITY IN EARNINGS OF SUBSIDIARIES, Net of Tax

 

16,953,852   

 

16,413,661   

 

14,920,003   

 

 

 

 

 

 

 

NET INCOME

 

$ 17,340,931   

 

$ 14,905,754   

 

$ 1,043,601   


- 34 - 



SCHEDULE I

 

 

CONDENSED FINANCIAL INFORMATION OF REGISTRANT

1st FRANKLIN FINANCIAL CORPORATION

(Parent Company Only)

 

STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

 

FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016

 

 

 

2018

 

2017

 

2016

 

 

 

 

 

 

 

Net Income

 

   $ 17,340,931   

 

   $ 14,905,754   

 

    $ 1,043,601   

                                                                                         

 

 

 

 

 

 

Other Comprehensive (Loss) Income:

 

 

 

 

 

 

Net changes related to available-for-sale Securities: 

 

 

 

 

 

 

Unrealized (losses) gains 

 

(6,903,069)  

 

8,343,715   

 

(7,247,688)  

Income tax benefit benefit 

 

1,415,964   

 

(2,730,003)  

 

2,111,649   

Net unrealized (losses) gains 

 

(5,487,105)  

 

5,613,712   

 

(5,136,039)  

 

 

 

 

 

 

 

Less reclassification of gains to net income 

 

293,029   

 

15,397   

 

9,130   

 

 

 

 

 

 

 

Total Other Comprehensive (Loss) Income 

 

(5,780,134)  

 

5,598,315   

 

(5,145,169)  

 

 

 

 

 

 

 

Total Comprehensive Income (Loss)

 

$ 11,560,797   

 

$ 20,504,069   

 

$ (4,101,568)  


- 35 - 



SCHEDULE I

 

 

CONDENSED FINANCIAL INFORMATION OF REGISTRANT

1st FRANKLIN FINANCIAL CORPORATION

(Parent Company Only)

 

STATEMENTS OF STOCKHOLDERS’ EQUITY

 

FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

Other

 

 

 

 

Common Stock

 

Retained

 

Comprehensive

 

 

 

 

Shares

 

Amount

 

Earnings

 

Income (Loss)

 

Total

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2015

 

    170,000   

 

   $ 170,000   

 

  $ 220,177,382   

 

    4,142,986   

 

  $ 224,490,368   

                                                               

 

 

 

 

 

 

 

 

 

 

  Comprehensive Income:

 

 

 

 

 

 

 

 

 

 

      Net Income for 2016

 

—   

 

—   

 

1,043,601   

 

—   

 

 

      Other Comprehensive Income

 

—   

 

—   

 

—   

 

(5,145,169)  

 

 

  Total Comprehensive Income

 

—   

 

—   

 

—   

 

—   

 

(4,101,568)  

  Cash Distributions Paid

 

—   

 

 

 

(8,650,430)  

 

—   

 

(8,650,430)  

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2016

 

170,000   

 

170,000   

 

212,570,553   

 

(1,002,183)  

 

211,738,370   

 

 

 

 

 

 

 

 

 

 

 

  Comprehensive Income:

 

 

 

 

 

 

 

 

 

 

      Net Income for 2017

 

—   

 

—   

 

14,905,754   

 

—   

 

 

      Other Comprehensive Loss

 

—   

 

—   

 

—   

 

5,598,315   

 

 

  Total Comprehensive Loss

 

—   

 

—   

 

—   

 

—   

 

20,504,069   

  Cash Distributions Paid

 

—   

 

—   

 

(146,437)  

 

—   

 

(146,437)  

 

 

 

 

 

 

 

 

 

 

 

Balance at  December 31, 2017

 

170,000   

 

170,000   

 

227,329,870   

 

4,596,132   

 

232,096,002   

 

 

 

 

 

 

 

 

 

 

 

   Comprehensive Income:

 

 

 

 

 

 

 

 

 

 

      Net Income for 2018

 

—   

 

—   

 

17,340,931   

 

—   

 

 

      Other Comprehensive Income

 

—   

 

—   

 

—   

 

(5,780,134)  

 

 

    Total Comprehensive Income

 

—   

 

—   

 

—   

 

—   

 

11,560,792   

    Adjustment Resulting from the

        Adoption of Accounting Standard

        (See Note 1 in Annual Report

 

—   

 

—   

 

(792,023)  

 

792,023   

 

—   

    Cash Distributions Paid

 

—   

 

—   

 

(2,796,641)  

 

—   

 

(2,796,641)  

 

 

 

 

 

 

 

 

 

 

 

Balance at  December 31, 2018

 

170,000   

 

$ 170,000   

 

$ 241,082,137   

 

$ (391,979)  

 

$ 240,860,158   


- 36 - 



SCHEDULE I

 

 

 

 

 

CONDENSED FINANCIAL INFORMATION OF REGISTRANT

1st FRANKLIN FINANCIAL CORPORATION

 

(Parent Company Only)

 

 

 

STATEMENTS OF CASH FLOWS

 

FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016

 

 

 

 

 

2018

 

2017

 

2016

 

CASH FLOWS FROM OPERATING ACTIVITIES:                

 

 

 

 

 

 

 

  Net Income

 

$ 17,340,931   

 

$ 14,905,754   

 

$ 1,043,601   

 

  Adjustments to reconcile net income to net

 

 

 

 

 

 

 

      cash provided by operating activities:

 

 

 

 

 

 

 

   Provision for loan losses

 

39,207,197   

 

32,355,146   

 

67,562,543   

 

   Depreciation and amortization

 

4,631,106   

 

4,268,716   

 

3,709,687   

 

   Equity in undistributed earnings of subsidiaries

 

(16,953,852)  

 

(16,413,661)  

 

(14,920,003)  

 

   (Earnings) loss in equity method investment

 

-   

 

(739,017)  

 

(1,212,444)  

 

   Gain on sale of marketable securities and

 

 

 

 

 

 

 

      equipment and premium amortization on securities

 

(295,104)  

 

(31,598)  

 

(35,365)  

 

   Decrease (increase) in miscellaneous assets

 

1,496,972   

 

(647,359)  

 

(174,009)  

 

   (Decrease) increase in other liabilities

 

(68,570)  

 

8,041,005   

 

(4,416,419)  

 

         Net Cash Provided

 

45,358,680   

 

41,738,986   

 

51,557,591   

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

 

  Loans originated or purchased

 

(510,440,178)  

 

(443,896,871)  

 

(384,978,358)  

 

  Loan payments

 

367,835,544   

 

347,799,584   

 

341,956,700   

 

  Purchases of securities, available for sale

 

(158,416)  

 

(10,261,378)  

 

-   

 

  Sales of securities, available for sale

 

10,653,552   

 

-   

 

-   

 

  Redemption of equity fund investment

 

-   

 

26,940,966   

 

-   

 

  Capital expenditures

 

(4,489,551)  

 

(5,972,422)  

 

(7,824,494)  

 

  Proceeds from sale of equipment

 

94,020   

 

160,805   

 

120,780   

 

         Net Cash Used

 

(136,505,029)  

 

(85,229,316)  

 

(50,725,372)  

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

  Net increase (decrease) in Senior Demand Notes

 

1,520,425   

 

(1,348,501)  

 

2,166,070   

 

  Advances on credit line

 

79,445,656   

 

543,573   

 

532,501   

 

  Payments on credit line

 

(26,265,656)  

 

(543,573)  

 

(532,501)  

 

  Commercial paper issued

 

63,064,642   

 

48,097,953   

 

54,659,072   

 

  Commercial paper redeemed

 

(44,173,634)  

 

(29,809,883)  

 

(35,522,789)  

 

  Subordinated debt issued

 

5,703,527   

 

6,753,944   

 

6,495,971   

 

  Subordinated debt redeemed

 

(8,920,980)  

 

(8,113,886)  

 

(7,652,135)  

 

  Dividends / distributions paid

 

(2,796,641)  

 

(146,437)  

 

(8,650,430)  

 

         Net Cash Provided

 

67,577,339   

 

15,433,190   

 

11,495,759   

 

 

 

 

 

 

 

 

 

NET (DECREASE) INCREASE IN CASH

 

 

 

 

 

 

 

    CASH EQUIVALENTS AND RESTRICTED CASH

 

(23,569,010)  

 

(28,057,140)  

 

12,327,978   

 

 

 

 

 

 

 

 

 

CASH, CASH EQUIVALENTS AND

    RESTRICTED CASH, beginning

 

28,932,049   

 

56,989,189   

 

44,661,211   

 

 

 

 

 

 

 

 

 

CASH, CASH EQUIVALENTS AND

    RESTRICTED CASH, ending

 

$ 5,363,039   

 

$ 28,932,049   

 

$ 56,989,189   

 

 

 

 

 

 

 

 

 

Cash paid during the year for:

Interest

 

$ 13,626,034   

 

$ 12,846,279   

 

$ 13,513,578   

 

 

Income Taxes

 

-   

 

-   

 

-   

 


- 37 -