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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED JUNE 30, 2000
COMMISSION FILE NUMBER: 0-23469
FRANKLIN FINANCE CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MICHIGAN 38-3372606
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
24725 WEST TWELVE MILE ROAD
SOUTHFIELD, MICHIGAN 48034
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) (ZIP CODE)
(248) 358-4710
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS REQUIRED
TO BE FILED BY SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING
THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS
REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH FILING
REQUIREMENTS FOR THE PAST 90 DAYS.
YES (X) NO
---
THE NUMBER OF SHARES OUTSTANDING OF THE REGISTRANT'S SOLE CLASS OF COMMON STOCK
IS 22,077 SHARES, $300 PAR VALUE, AS OF JUNE 30, 2000.
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FRANKLIN FINANCE CORPORATION
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
<TABLE>
<S> <C>
STATEMENTS OF FINANCIAL CONDITION AT JUNE 30, 2000 (UNAUDITED) AND DECEMBER 31, 1999 ........................ 1
STATEMENTS OF OPERATIONS FOR THE SIX MONTHS AND THREE MONTHS ENDED
JUNE 30, 2000 AND JUNE 30, 1999 (UNAUDITED)......................................................... 2
STATEMENTS OF COMPREHENSIVE INCOME FOR THE SIX MONTHS AND THREE
MONTHS ENDED JUNE 30, 2000 AND JUNE 30, 1999 (UNAUDITED)............................................ 2
STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND
JUNE 30, 1999 (UNAUDITED)........................................................................... 3
NOTES TO FINANCIAL STATEMENTS (UNAUDITED).................................................................... 4
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
COMPARISON OF SIX MONTHS ENDED JUNE 30, 2000 TO SIX MONTHS ENDED JUNE 30, 1999 .............................. 8
COMPARISON OF THREE MONTHS ENDED JUNE 30, 2000 TO THREE MONTHS ENDED JUNE 30, 1999 .......................... 8
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK .......................................... 9
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS................................................................................... 9
ITEM 2. CHANGES IN SECURITIES .............................................................................. 9
ITEM 3. DEFAULTS UPON SENIOR SECURITIES..................................................................... 9
ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS .................................................. 9
ITEM 5. OTHER INFORMATION ................................................................................. 9
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.................................................................... 9
SIGNATURES .................................................................................................. 10
</TABLE>
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FRANKLIN FINANCE CORPORATION
STATEMENTS OF FINANCIAL CONDITION
<TABLE>
<CAPTION>
AT
JUNE 30, 2000 DECEMBER 31, 1999
------------- -----------------
ASSETS (unaudited)
<S> <C> <C>
Cash in checking $ 20,360 $ 137,391
Cash in savings 1,161,483 754,320
----------- -----------
Total cash in bank 1,181,843 891,711
Loans
Residential mortgage loans 10,763,042 11,633,594
Commercial mortgage loans 13,749,859 11,886,818
Allowance for loan losses (12,000) (12,000)
----------- -----------
Net loans 24,500,901 23,508,412
Mortgage-backed securities, available for sale 16,156,039 17,108,295
Accrued interest - mortgage-backed securities 97,658 104,223
Accrued interest - residential loans 60,298 51,437
Accrued interest - commercial loans 64,376 46,296
Due from parent company 200,872
Prepaid expenses and other assets 166,148 179,921
----------- -----------
Total assets $42,227,263 $42,091,167
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Dividend payable - Common $ $ 666,347
Accrued expenses 339,513 20,500
----------- -----------
Total current liabilities 339,513 686,847
Shareholders' equity
Common Stock par value $300.00; 60,000 shares
authorized, 22,077 shares issued and outstanding 6,623,100 6,623,100
Preferred Stock, liquidation preference $10.00; 2,500,000 shares
authorized, 2,070,000 shares issued and outstanding 20,700,000 20,700,000
Paid in surplus 14,319,178 14,319,178
Accumulated other comprehensive loss (252,210) (237,958)
Retained earnings 497,682
----------- -----------
Total shareholders' equity 41,887,750 41,404,320
----------- -----------
Total liabilities and shareholders' equity $42,227,263 $42,091,167
=========== ===========
</TABLE>
See Notes to Financial Statements
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FRANKLIN FINANCE CORPORATION
STATEMENTS OF OPERATIONS (UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED THREE MONTHS ENDED
------------------------------------------------------
JUNE 30, JUNE 30,
2000 1999 2000 1999
------------------------------------------------------
<S> <C> <C> <C> <C>
INTEREST INCOME
Interest on residential loans $ 449,460 $ 467,878 $ 220,149 $ 220,043
Interest on commercial loans 547,909 495,481 288,876 238,645
Interest on mortgage-backed securities 520,953 352,540 259,707 166,843
Interest on money market 19,558 9,794
---------- ----------- ----------- ----------
Total interest income 1,537,880 1,315,899 778,526 625,531
Provision for loan losses
---------- ----------- ----------- ----------
Total interest income after provision for loan losses 1,537,880 1,315,899 778,526 625,531
---------- ---------- ----------- ----------
NON INTEREST EXPENSES
Director's fees 4,000 2,000 2,000
Outside services 1,616 2,675 1,616 1,524
Audit expense 500 13,000 (3,075) 3,000
Advisory fee 62,498 62,544 31,251 31,272
Insurance 11,334 11,330 5,667 5,667
Loan service fee 45,568 37,988 22,364 12,317
Single business tax 12,000 6,000 4,500 6,000
Other operating expense 2,232 1,110
---------- ---------- ----------- ----------
Total non interest expenses 139,748 135,537 65,433 59,780
---------- ---------- ----------- ----------
Net income 1,398,132 1,180,362 713,093 565,751
---------- ---------- ----------- ----------
Preferred stock dividend 900,450 900,450 450,225 450,225
---------- ---------- ----------- ----------
Net income available to common shareholders $ 497,682 $ 279,912 $ 262,868 $ 115,526
========== ========== =========== ==========
EARNINGS PER COMMON SHARE - BASIC 22.54 12.68 11.91 5.23
</TABLE>
See Notes to Financial Statements
FRANKLIN FINANCE CORPORATION
STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED THREE MONTHS ENDED
-----------------------------------------------------------
JUNE 30, JUNE 30,
2000 1999 2000 1999
-----------------------------------------------------------
<S> <C> <C> <C> <C>
Net income $ 1,398,132 $ 1,180,362 $ 713,093 $ 565,751
Other comprehensive loss
Unrealized holding gains (losses) on securities,
available for sale (252,210) (54,695) 17,158 16,072
------------ ------------ --------- ----------
Comprehensive income $ 1,145,922 $ 1,125,667 730,251 $ 581,823
============ ============ ========= ==========
</TABLE>
See Notes to Financial Statements
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FRANKLIN FINANCE CORPORATION
STATEMENT OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
---------------------------------
2000 1999
---------------------------------
<S> <C> <C>
OPERATING ACTIVITIES:
Net Income $ 1,398,132 $ 1,180,362
Adjustments to reconcile net income to cash provided by
operating activities:
Amortization on securities 75,984 (31,038)
(Increase)/decrease in accrued interest receivable (20,376) 30,841
Decrease in due from parent, prepaid expenses and other assets 221,985 1,907,511
Decrease in other liabilities (347,334) (490,603)
------------- ------------
Total adjustments (69,741) 1,416,711
------------- ------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 1,328,391 2,597,073
------------- ------------
INVESTING ACTIVITIES:
Purchase of securities available for sale (4,934,840)
Proceeds from maturities and paydowns of mortgage-backed securities 854,680 2,294,746
Purchase of residential loans (1,000,512) (998,332)
Purchase of commercial loans (1,983,578) (2,908,412)
Net decrease in loans 1,991,601 6,422,819
------------- ------------
NET CASH USED IN INVESTING ACTIVITIES (137,809) (124,019)
FINANCING ACTIVITIES:
Dividends paid on preferred stock (900,450) (900,450)
------------- ------------
NET CASH USED IN FINANCING ACTIVITIES (900,450) (900,450)
------------- ------------
NET INCREASE IN CASH AND CASH EQUIVALENTS 290,132 1,572,604
------------- ------------
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 891,711 106,546
------------- ------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 1,181,843 $ 1,679,150
============= ============
</TABLE>
See Notes to Financial Statements
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FRANKLIN FINANCE CORPORATION
NOTES TO FINANCIAL STATEMENTS
(unaudited)
NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION
The accompanying financial statements of Franklin Finance Corporation (the
"Company") have been prepared in accordance with the instructions for Form 10-Q.
Accordingly, they do not include all information and footnotes necessary for a
fair presentation of financial condition, results of operations and cash flows
in conformity with generally accepted accounting principles. The statements do,
however, include all adjustments (consisting of normal recurring accruals) which
management considers necessary for a fair presentation of the interim periods.
This Form 10-Q is written with the presumption that the users of the interim
financial statements have read or have access to the Company's Annual Report on
Form 10-K, which contains the latest audited financial statements and notes
thereto, together with Management's Discussion and Analysis of Financial
Condition and Results of Operations as of December 31, 1999 and for the year
then ended. Therefore, only material changes in financial condition and results
of operations are discussed in the remainder of Part I.
The results of operations for the six month period ended June 30, 2000 are not
necessarily indicative of the results to be expected for the year ended December
31, 2000.
The Statement of Financial Condition as of December 31, 1999 has been derived
from the audited Statement of Financial Condition as of that date.
Franklin Finance Corporation is a Michigan corporation, which was incorporated
on September 25, 1997 and created for the purpose of acquiring and holding real
estate mortgage assets. The Company is a wholly-owned subsidiary of Franklin
Bank, N.A. (the "Bank"), a nationally chartered commercial bank.
On September 25, 1997, the Company was initially capitalized with the issuance
to the Bank of 1,000 shares of the Company's common stock (the "Common Stock"),
$1.00 par value. On December 22, 1997, the Company commenced its operations upon
consummation of an initial public offering of 2,070,000 shares of the Company's
8.70% Noncumulative Preferred Stock, Series A (the "Series A Preferred Shares"),
$10.00 liquidation preference. These offerings, together with a separate capital
contribution of $20.9 million made by the Bank on December 22, 1997, raised net
capital of approximately $41.6 million.
The Company used the proceeds raised from the initial public offering of the
Series A Preferred Shares, the sale of Common Stock to the Bank and the
additional capital contribution to the Company by the Bank to pay the expenses
related to the offering and the formation of the Company and to purchase from
the Bank the Company's initial portfolio of residential and commercial mortgage
loans at their estimated fair value of approximately $41.5 million. Such loans
were recorded in the accompanying balance sheet at their estimated fair values.
NOTE 2 - RESIDENTIAL AND COMMERCIAL MORTGAGE LOANS
Of the residential mortgage loans included in the portfolio, 56.6% and 49.5%
bear interest at fixed rates at June 30, 2000 and 1999, respectively. At both
June 30, 2000 and June 30, 1999, the interest rates of the fixed rate
residential mortgage loans included in the portfolio ranged from 6.00% to 10.00%
per annum. The weighted average interest rate of the fixed rate residential
mortgage loans included in the portfolio at June 30, 2000 and 1999,
respectively, was approximately 7.88% and 7.57% per annum.
Of the residential mortgage loans included in the portfolio, 43.4% and 50.5%
bear interest at adjustable rates at June 30, 2000 and 1999, respectively. The
interest rates on the "adjustable rate mortgages" or "ARMs" contained in the
portfolio are all tied to the one-year Treasury Index ("One-Year ARM") and
adjust periodically. The interest rates of the residential mortgage loans
included in the portfolio that are ARMs ranged from 6.50% to 9.25% per annum as
of June 30, 2000. At June 30, 1999 these rates ranged from 5.50% to 8.375%. As
of June 30, 2000 and 1999, respectively, the weighted average current interest
rate of the residential mortgage loans included in the portfolio that are ARMs
was approximately 7.79% and 7.19% per annum.
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The commercial mortgage loans included in the portfolio generally consist of
retail strip centers, multi-family residential rental properties, warehouse,
industrial and office center properties located in Michigan. The outstanding
principal balances of the commercial mortgage loans included in the portfolio
ranged from $126,961 to $2.1 million as of June 30, 2000, and $132,818 to $1.9
million as of June 30, 1999.
Of the commercial mortgage loans included in the portfolio at June 30, 2000 and
1999, respectively, 73.9% and 78.9% bear interest at fixed rates. The interest
rates of the fixed rate commercial mortgage loans included in the portfolio
ranged from 7.75% to 9.75% per annum at both June 30, 2000 and June 30, 1999.
The weighted average current interest rate of the commercial mortgage loans
included in the portfolio that are fixed rate loans was 8.32% and 7.71% per
annum, as of June 30, 2000 and 1999, respectively.
Of the commercial mortgage loans included in the portfolio at June 30, 2000 and
1999, respectively, 26.1% and 21.1% bear interest at variable rates which are
typically tied to an index (such as the Bank's Prime Rate or the U.S. Treasury
Index adjusted for a constant maturity of either one year or three years) and
are adjustable periodically. The interest rates borne by the variable rate
commercial mortgage loans included in the portfolio ranged from 7.75% per annum
to 9.75% per annum as of June 30, 2000 and 8.00% to 9.25% per annum as of June
30, 1999. The weighted average yield equaled 8.52% and 8.70% per annum, at June
30, 2000 and 1999, respectively.
NOTE 3 - FEDERAL HOME LOAN MORTGAGE CORPORATION ("FHLMC") MORTGAGE-BACKED
SECURITIES AND FEDERAL NATIONAL MORTGAGE ASSOCIATION ("FNMA") MORTGAGE-BACKED
SECURITIES
At June 30, 2000 and 1999, the mortgage-backed securities held by the Company
totaled $16.2 million and $17.7 million, respectively. At June 30, 2000, these
securities had a weighted average yield of 6.34% and a weighted average term to
maturity of 3.36 years. At June 30, 1999, these securities had a weighted
average yield of 7.31% and a weighted average term to maturity of 2.78 years.
NOTE 4 - PREFERRED STOCK
On December 22, 1997, the Company sold $20.7 million of Series A Preferred
Shares, $10.00 par value and received net cash proceeds of $19.8 million. Cash
dividends on the Series A Preferred Shares are payable quarterly in arrears at
an annual rate of 8.70%. The liquidation value of each Series A Preferred Share
is $10.00 plus accrued and unpaid dividends for the most recent quarter thereon,
if any, to the date of liquidation. The Series A Preferred Shares are not
redeemable until December 22, 2002, and are redeemable thereafter at the option
of the Company. Except under certain circumstances, the holders of the Series A
Preferred Shares have no voting rights. The Series A Preferred Shares are
automatically exchangeable for a new series of preferred stock of the Bank upon
the occurrence of certain events.
NOTE 5 - DIVIDENDS
The Company's Board of Directors declared $900,450 of preferred stock dividends
for both of the six months ended June 30, 2000 and June 30, 1999. To comply with
current IRS regulations, it is expected that common dividends will be declared
in the fourth quarter of 2000.
PART I
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Except for the historical information contained herein, the matters discussed in
this Report may be deemed to be forward-looking statements that involve risk and
uncertainties. Words or phrases "will likely result", "are expected to", "will
continue", "is anticipated", "estimate", "project" or similar expressions are
intended to identify "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995.
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Factors which could cause actual results to differ include, but are not limited
to, fluctuations in interest rates, changes in economic conditions in the Bank's
market area, changes in policies by regulatory agencies, the acceptance of new
products, the impact of competitive products and pricing and the other risks
detailed from time to time in the Company's SEC reports. These forward-looking
statements represent the Bank's judgement as of the date of this report. The
Bank disclaims, however, any intent or obligation to update these
forward-looking statements.
FINANCIAL CONDITION
ORGANIZATION
Franklin Finance Corporation is a Michigan corporation incorporated on September
25, 1997, and created for the purpose of acquiring and holding real estate
mortgage assets ("Mortgage Assets"). The Company elected to be treated as a real
estate investment trust (a "REIT") under the Internal Revenue Code of 1986, as
amended (the "Code"), and generally will not be subject to Federal income tax to
the extent that it distributes its earnings to its stockholders and maintains
its qualification as a REIT. All of the shares of the Company's common stock,
par value $300.00 per share (the "Common Stock"), are owned by Franklin Bank,
N.A., a nationally chartered and federally insured national bank (the "Bank").
The Company was formed by the Bank to provide the Bank with a cost- effective
means of raising capital.
The Bank administers the day-to-day activities of the Company in its role as
advisor under an Advisory Agreement. The Bank also services the Company's
Mortgage Assets pursuant to servicing agreements between the Company and the
Bank. These assets represent residential loans, commercial mortgage loans, FHLMC
mortgage-backed securities and FNMA mortgage-backed securities.
LOANS
At June 30, 2000 and December 31,1999, respectively, the Company had $10.8
million and $11.6 million invested in loans secured by first mortgages or deeds
of trust on single-family residential real estate properties ("Residential
Mortgage Loans"). The $870,552 net decrease from the balance at December 31,
1999, resulted from Residential Mortgage Loan principal collections and
individual loan payoffs of $1.9 million and the purchase of loans for the
portfolio of $1.0 million. Management intends to continue to reinvest proceeds
received from repayments of loans into additional Residential Mortgage Loans or
residential mortgage-backed securities to be purchased from either the Bank or
its affiliates. See "Results of Operations."
At June 30, 2000 and December 31, 1999, respectively, the Company had $13.7
million and $11.9 million invested in mortgage loans secured by income-producing
properties ("Commercial Mortgage Loans") that consist of retail strip centers,
multi-family residential rental properties, warehouse, industrial and office
center properties located in Michigan. The $1.9 million net increase from the
balance at December 31, 1999, resulted from Commercial Mortgage Loan principal
collections and individual loan payoffs of $100,537 and the purchase of loans
for the portfolio of $2.0 million. Management intends to continue to reinvest
proceeds received from repayments of loans in additional Commercial Mortgage
Loans, or mortgage-backed securities to be purchased from either the Bank or its
affiliates. See "Results of Operations."
At June 30, 2000 and December 31, 1999, respectively, the Company had no
nonaccrual loans (loans contractually past due 90 days or more or with respect
to which other factors indicate that full payment of principal and interest is
unlikely).
ALLOWANCE FOR LOAN LOSSES
The allowance for loan losses is maintained at a level believed adequate by
management to absorb potential losses in the loan portfolio. Management's
determination of the adequacy of the allowance is based on an evaluation of the
portfolio, past loan loss experience, current economic conditions, volume,
amount and composition of the loan portfolio and other factors. The allowance is
increased by provisions for loan losses which is charged to income
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and reduced by net charge-offs. No provisions were deemed necessary during the
six months ended June 30, 2000 or June 30, 1999.
MORTGAGE-BACKED SECURITIES
At June 30, 2000 and December 31, 1999, the Company had outstanding principal
balances of $16.2 million and $17.1 million, respectively, invested in "FHLMC"
mortgage-backed notes and "FNMA" mortgage-backed securities. The $952,256 net
decrease from the balance at December 31, 1999, resulted from principal
collections. These loans are for single family residential loans.
INTEREST RATE RISK
The Company's income consists primarily of interest payments on mortgage loans
and mortgage-backed securities. If there is a decline in interest rates (as
measured by the indices upon which the interest rates of the adjustable rate
mortgage loans are based), then the Company will experience a decrease in income
available to be distributed to its shareholders. Conversely, an increase in
interest rates would cause the Company to experience an increase in interest
income. There can be no assurance that an interest rate environment, in which
there is a significant decline in interest rates, over an extended period of
time, would not adversely affect the Company's ability to pay dividends on the
Series "A" Preferred Shares. Currently, the Company does not use any derivative
products to manage its interest rate risk.
SIGNIFICANT CONCENTRATION OF CREDIT RISK
Concentration of credit risk arises when a number of customers engage in similar
business activities, or activities in the same geographical region, or have
similar economic features that would cause their ability to meet contractual
obligations to be similarly affected by changes in economic conditions.
Concentration of credit risk indicates the relative sensitivity of the Company's
performance to both positive and negative developments affecting a particular
industry.
Geographically, the Company's Mortgage Loans generally are concentrated in the
State of Michigan. Geographic concentration of loans may present risks in
addition to those present with respect to mortgage loans generally. All of the
properties underlying the Company's Residential and Commercial Mortgage Loans
included in the current portfolio are located in Michigan. Mortgage Loans
secured by properties located in Michigan may be subject to a greater risk of
default than other comparable mortgage loans in the event of adverse economic,
political or business developments or natural hazards that may affect Michigan
and the ability of borrowers in Michigan to make payments of principal and
interest on such loans. The investments held in the FHLMC and FNMA agency
securities help to offset some of the geographic concentration risk in that the
residential mortgage loans collateralizing the securities are representative of
many geographic areas.
LIQUIDITY AND CAPITAL RESOURCES
The objective of liquidity management is to ensure the availability of
sufficient cash flows to meet all of the Company's financial commitments. In
managing liquidity, the Company takes into account various legal limitations
placed on a REIT as discussed below in "Tax Status of the Company."
The Company's principal liquidity needs are to maintain the current portfolio
size through the acquisition of additional mortgage loans as Mortgage Loans
currently in the portfolio mature or prepay, and to pay dividends on the Series
A Preferred Shares. The acquisition of additional mortgage loans is intended to
be funded with proceeds obtained from repayment of principal balances by the
individual mortgagees. The Company does not have and does not anticipate having
any material capital expenditures.
To the extent that the Board of Directors determines that additional funding is
required, the Company may raise such funds through additional equity offerings,
debt financing or retention of cash flows (after consideration of
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provisions of the Code requiring the distribution by a REIT of at least 95% of
its "REIT taxable income" and taking into account taxes that would be imposed on
undistributed income) or a combination of these methods, subject to certain
approvals as described in the Company's organizational documents.
TAX STATUS OF THE COMPANY
The Company has elected to be taxed as a REIT under Sections 856 through 860 of
the Code, commencing with its taxable year ended December 31, 1998. As a REIT,
the Company generally will not be subject to Federal income tax on its net
income (excluding capital gains) provided that it distributes annually 95
percent of its REIT taxable income to its stockholders, and meets certain
organizational, stock ownership and operational requirements. If in any taxable
year the Company fails to qualify as a REIT, the Company would not be allowed a
deduction for distributions to stockholders in computing its taxable income and
would be subject to Federal and state income tax (including any applicable
alternative minimum tax) on its taxable income at regular corporate rates. In
addition, the Company would also be disqualified from treatment as a REIT for
the four taxable years following the year during which qualification was lost.
As of June 30, 2000, the Company believed that it was in compliance with the
REIT tax rules and that it will continue to qualify as a REIT under the
provisions of the Code.
RESULTS OF OPERATIONS
COMPARISON OF SIX MONTHS ENDED JUNE 30, 2000 TO SIX MONTHS ENDED JUNE 30, 1999
During the six-month periods ended June 30, 2000 and June 30, 1999 (the
"six-month period"), the Company reported net income of $1,398,131 and
$1,180,362, respectively. Interest income on Residential Mortgage Loans totaled
$449,460 and $467,878 for the six-month periods, respectively, which represents
an average yield on such loans of 7.84% and 7.32%, respectively. Interest income
on Commercial Mortgage Loans totaled $547,909 and $495,481 for the six-month
periods, respectively, which represents an average yield on such loans of 8.73%
and 8.16%, respectively. The average loan balance of the Residential Mortgage
Loan portfolio for the six-month periods was $11.5 million and $12.1 million,
respectively. The average balance of the Commercial Mortgage Loan portfolio for
the six-month periods was $12.5 million and $11.1million, respectively.
Interest income earned on the mortgage-backed investment securities for
six-month periods ended June 30, 2000 and June 30, 1999 totaled $520,953 and
$352,540, respectively. The six-month average yield for June 30, 2000 and June
30, 1999 was 6.28% and 7.31% on an average balance of $16.6 million and $14.5
million, respectively.
Non interest expenses totaled $139,748 and $135,537 for the six-month periods
ended June 30, 2000 and June 30, 1999, respectively, and were comprised of loan
servicing fees and advisory fees paid to the Bank, directors fees and general
and administrative expenses. Advisory fees paid to the Bank were $62,498 and
$62,544 for the six-month periods ended June 30, 2000 and June 30, 1999,
respectively. Loan servicing fees paid to the Bank of $45,568 and $37,988 for
the six-month periods, respectively, were based on a servicing fee rate of
0.375% of the outstanding principal balances of the Residential and Commercial
Mortgage Loans, pursuant to the servicing agreements between the Company and the
Bank. General and administrative expenses consist primarily of insurance and
outside audit costs.
COMPARISON OF THREE MONTHS ENDED JUNE 30, 2000 TO THREE MONTHS ENDED JUNE 30,
1999
During the three-month periods ended June 30, 2000 and June 30, 1999 (the
"three-month period"), the Company reported net income of $713,093 and $565,751,
respectively. Interest income on Residential Mortgage Loans totaled $220,149 and
$220,043 for the three-month periods, respectively, which represents an average
yield on such loans of 8.03% and 7.58%, respectively. Interest income on
Commercial Mortgage Loans totaled $288,876 and $238,645 for the three-month
periods, respectively, which represents an average yield on such loans of 8.81%
and 8.16%, respectively. The average loan balance of the Residential Mortgage
Loan portfolio for the three-month periods was $11.0 million and $11.6 million,
respectively. The average balance of the Commercial Mortgage Loan portfolio for
the three-month periods was $13.1 million and $10.5 million, respectively.
Interest income earned on the mortgage-backed investment securities for
three-month periods ended June 30, 2000 and June 30, 1999 totaled $259,707 and
$166,843, respectively. The three-month average yield for June 30, 2000
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and June 30, 1999 was 6.40% and 7.31% on an average balance of $16.2 million and
$14.7 million, respectively.
Non interest expenses totaled $65,433 and $59,780 for the three-month periods
ended June 30, 2000 and June 30, 1999, respectively, and were comprised of loan
servicing fees and advisory fees paid to the Bank, directors fees and general
and administrative expenses. Advisory fees paid to the Bank were $31,251 and
$31,272 for the three-month periods ended June 30, 2000 and June 30, 1999,
respectively. Loan servicing fees paid to the Bank of $22,364 and $12,317 for
the three-month periods, respectively, were based on a servicing fee rate of
0.375% of the outstanding principal balances of the Residential and Commercial
Mortgage Loans, pursuant to the servicing agreements between the Company and the
Bank. General and administrative expenses consist primarily of insurance and
outside audit costs.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not Applicable.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is not the subject of any material litigation. Neither the Company,
the Bank or any affiliate of the Bank is currently involved in nor, to the
Company's knowledge, is currently threatened with any material litigation with
respect to the Residential Mortgage Loans or Commercial Mortgage Loans included
in the Company's portfolio, which litigation would have a material adverse
effect on the business or operations of the Company.
ITEM 2. CHANGES IN SECURITIES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits required by item 601 of Regulation S-K are set forth below:
NO. EXHIBIT
11 Computation of Net Income Per Common Share
12 Computation of ratio of income to fixed charges and Preferred Stock
dividend requirements
27 Financial Data Schedule
(b) No reports on Form 8-K were issued during the six-months ended June 30,
2000.
11
<PAGE> 12
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, in Southfield, Michigan on
August 11, 2000.
FRANKLIN FINANCE CORPORATION
(Registrant)
By: /s/ David F. Simon
--------------------------------------
David F. Simon
Director and Secretary
(Duly authorized representative)
By: /s/ David L. Shelp
--------------------------------------
David L. Shelp
Director and Chief Financial Officer
(Principal financial and accounting officer)
12
<PAGE> 13
Exhibit Index
-------------
Exhibit No. Description
----------- -----------
11 Computation of Net Income per share
12 Computation of Ratio of Income to Fixed charges and
Preferred Stock Dividend Requirements
27 Financial Data Schedule
13
