<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Quarterly Period Ended September 30, 1998
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
A Georgia Corporation I.R.S. Employer No. 58-0521233
213 East Tugalo Street
Post Office Box 880
Toccoa, Georgia 30577
(706) 886-7571
-----------------------
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
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at October 31, 1998
- --------------------------------------------- -------------------------------
Voting Common Stock, par value $100 per share 1,700 Shares
Non-Voting Common Stock, no par value 168,300 Shares
<PAGE>
PART I. FINANCIAL INFORMATION
------------------------------
ITEM 1. Financial Statements:
The following financial statements required hereunder are
incorporated by reference from the Company's Quarterly Report to
Investors for the Nine Months Ended September 30, 1998.
See Exhibit 19
Consolidated Statements of Financial Position:
September 30, 1998 and December 31, 1997
Consolidated Statements of Income:
Quarter and Nine Months Ended Sepetmber 30, 1998
and September 30, 1997
Consolidated Statements of Cash Flows:
Nine Months Ended September 30, 1998 and September 30, 1997
Notes to Consolidated Financial Statements
ITEM 2. Managements' Discussion and Analysis of Financial Condition and
Results of Operations.
The information required hereunder is set forth under "Management's
Letter" of the Company's Quarterly Report to Investors for the Nine
Months Ended September 30, 1998. See Exhibit 19
PART II. OTHER INFORMATION
---------------------------
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
19 Quarterly Report to Investors for the Nine Months
Ended September 30, 1998.
27 Financial Data Schedule
(b) Reports on Form 8-K:
No reports on Form 8-K were filed during the quarter
ended September 30,1998.
<PAGE>
SIGNATURES
----------
Pursuant to the requirements 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
-----------------------------------
Registrant
s/ Ben F. Cheek, III
-----------------------------------
Chairman of Board
s/ A. Roger Guimond
-----------------------------------
Vice President, Chief Financial
Officer and Principal Accounting Officer
Date: November 13, 1998
-----------------
<PAGE>
<PAGE>
1st FRANKLIN FINANCIAL CORPORATION
INDEX TO EXHIBITS
Exhibit No. Page No.
- ---------- -------
19 Quarterly Report to Investors for the Nine
Months Ended September 30, 1998 . . . . . . . . . 4
27 Financial Data Schedule . . . . . . . . . . . . . . 14
<PAGE>
<PAGE>
Exhibit 19
1st
FRANKLIN
FINANCIAL
CORPORATION
QUARTERLY
REPORT TO INVESTORS
FOR THE
NINE MONTHS ENDED
SEPTEMBER 30, 1998
<PAGE>
MANAGEMENT'S LETTER
Financial Condition:
- -------------------
The Company's asset base has increased $9.2 million (5%) during the
current year with total assets reaching $210.4 million at September 30, 1998
as compared to $201.2 million at December 31, 1997. Growth has occurred
primarily in the Company's investment portfolio as a result of surplus funds
generated from operations and sales of the Company's debt securities.
Investment securities increased $7.9 million (24%) as a result of Management's
attempt to maximize yields on the excess funds until such time as the Company
can utilize the available funds in its loan operations.
Growth in the Company's loan portfolio has been marginal, with net
receivables (gross receivables less unearned finance charges) increasing only
$.6 million, or less than 1/2%, during the nine months just ended. Management
cites intense competition as a primary reason for the sluggish loan growth.
The Company continues to fine tune its marketing approach and anticipates
higher loan growth in the fourth quarter.
Expansion continued during 1998 with the opening of seven new branch
offices, two of which were in the state of North Carolina. This adds a sixth
state to the Company's regional operation base and brings the total number of
loan offices to 164.
Results of Operations:
- ---------------------
Results of operations for the quarter ended September 30, 1998 closely
paralleled the performance for the nine months just ended; therefore, the
discussion which follows will cover the nine month period as a whole. The
discussion will not encompass a separate analysis of the quarterly performance
unless otherwise noted.
Although growth in loan receivables has been slow during the current
year, average net receivables increased $2.9 million (2%) to $147.2 million
during the nine month period ended September 30, 1998 as compared to the same
period a year ago. The higher levels of average net receivables outstanding
resulted in interest income increasing $2.1 million (7%) during the same
comparable periods Interest earnings generated from the aforementioned growth
in the Company's investment portfolio also contributed to the increases in
interest income.
Declining market interest rates paid on the Company's senior and
subordinated debt securities enabled Management to lower overall borrowing
cost to 6.11% during the nine months just ended as compared to 6.36% during
the same nine month period last year. Although average outstanding
indebtedness rose during the current year, the lower borrowing cost led to a
slight decline in the Company's overall interest expense.
Net insurance income increased $.9 million (9%) during the nine months
just ended as compared to the same period a year ago. Changes in insurance
earnings generally correspond to changes in the level of average net
receivables outstanding. As net receivables increase, the Company typically
sees an increase in customers requesting credit insurance, thereby leading to
higher levels of insurance in-force.
<PAGE>
The Company's loan loss provision declined $.3 million (7%) during the
nine months ended September 30, 1998 as compared to the same nine month period
in 1997. An increase in recoveries on loans previously charged off and lower
loan write-offs during the current year are responsible for the decline.
Personnel expense increased $.7 million (4%) during the comparable
periods mainly due to merit salary increases effective January 1 and an
increase in employees required to staff 19 new branch offices opened since the
beginning of 1997. The increase would have been higher, however, lower
accruals for bonus and profit sharing expenses offset some of the increase. A
decline in insurance claims filed under the Company's self-insured health
insurance plan also offset some of the increase.
Occupancy expenses, particularly rent, utilities and depreciation on
fixed assets, rose $.4 million (10%) during the nine months just ended as
compared to the same period a year ago primarily due to the aforementioned new
branch offices opened. Increased expenditures for maintenance of office and
equipment further contributed to the rise in occupancy expenses.
Management's discussion relating to changes in all other operating
expenses warrants a discussion for the quarter separate from the nine month
analysis. Other operating expenses increased $.5 million (23%) during the
quarter ended September 30, 1998 as compared to the quarter ended September
30, 1997. A few key factors were responsible for this increase. One such
factor was audit fees associated with a tri-annual audit being conducted by
the Georgia Insurance Department on the Company's insurance subsidiaries. The
audit will be completed in the fourth quarter. Another key factor was a
location premium charged against expenses related to the purchase of a branch
office in the quarter just ended. Major advertising expenditures during the
quarter just ended as compared to the same quarter a year ago was also a
significant factor contributing to the overall increase in other operating
expenses.
Although other operating expenses increased during the comparable
quarterly periods, the same category of expenses declined slightly during the
comparable nine month period due to a decrease in legal expenses. During the
first quarter of 1997, the Company reached settlement agreements with certain
borrowers who had previously asserted claims or had stated their intention to
file claims against the Company. The settlements and associated legal fees
caused legal expenses to be significantly higher during the nine months ended
September 30, 1997 as compared to the nine month period just ended.
Effective January 1, 1997, the Company elected S corporation status for
income tax reporting purposes for the Parent Company. The Company took a
one-time charge of approximately $3.6 million during the first quarter of 1997
to expense the previously paid income taxes which it was not permitted to
expense prior to electing to become an S corporation. Income taxes during the
current year reflect only the taxes of the Company's insurance subsidiaries
which are not S Corporations. Taxes of the Parent are now paid by the
shareholders.
Liquidity:
- ---------
Liquidity requirements of the Company are financed through the collection
of receivables and through the issuance of public debt securities. Continued
liquidity of the Company is therefore dependent on the collection of its
receivables and the sale of debt securities that meet the investment
requirements of the public. In addition to the securities program, the
<PAGE>
Company has two external sources of funds through the use of two Credit
Agreements. One agreement provides for available borrowing of $21 million.
Available borrowings were $21 million at September 30, 1998 and December 31,
1997, relating to this agreement. Another agreement provides for an
additional $2 million for general operating purposes. Available borrowings
under this agreement were $2 million at September 30, 1998 and December 31,
1997.
Liquidity was not adversely affected by delinquent accounts even as the
percentage of outstanding receivables 60 days or more past due increased to
7.2% of receivables at September 30, 1998 from 5.9% of receivables at December
31, 1997.
Legal Proceedings:
- -----------------
Four of the complaints pending against the Company, three in Alabama and
one in Georgia, were disposed of during the current year. None had a material
impact on the Company. The Company now has one remaining complaint pending in
Alabama alleging different violations of consumer lending laws and violations
in connection with the sale of credit insurance and loan refinancing.
Management believes that the Company's operations are in compliance with
applicable regulations and that the action is without merit, and the Company
is diligently contesting the remaining complaint. Based upon information
currently available to the Company, the Company does not believe that the
remaining pending legal proceeding will have a material adverse effect upon
the Company, although there can be no assurance thereof.
Year 2000:
- ---------
The Company's Year 2000 Committee continues to plan and monitor the
progress of Year 2000 compliance with respect to both information technology
("IT") systems and non-IT systems. Substanially all of the Company's internal
IT systems were upgraded during 1997 as part of a scheduled modification, and
as part of that process many of the hardware and software applications were
upgraded to be year 2000 compliant. Assessments have been made regarding all
areas of Company operations, testing plans have been completed and actual
testing of systems is now underway. Particular emphasis is being placed on
testing procedures with its principal outside vendor for loan processing
operations and its principal outside vendor for administrating the Company's
debt securities program. Current plans are for the Company to have the
majority of all testing completed as of December 31, 1998. In the event that
any remediation efforts are required to be implemented, the Company intends to
begin that process immediately. The Committee is communicating with major
software vendors, utilities suppliers and other service providers to ensure
compliance issues are resolved. However, it should be noted that disruptions
in service with respect to the computer systems of vendors and/or suppliers,
which are outside the control of the Company, could impair the ability of the
Company to obtain necessary services. Examples of critical services would be
in the utilities and telecommunications areas. Contingency plans are being
formulated in case of service interruption. Management does not believe the
Year 2000 compliance cost will have a material adverse affect on the Company's
financial position or future results of operations.
<PAGE>
1st FRANKLIN FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
September 30, December 31,
1998 1997
------------ ------------
(Unaudited) (Audited)
ASSETS
CASH AND CASH EQUIVALENTS. . . . . . . . . . . . $ 25,369,524 $ 25,122,077
------------ ------------
LOANS, net . . . . . . . . . . . . . . . . . . . 133,665,949 132,701,248
------------ ------------
INVESTMENT SECURITIES:
Available for Sale, at fair market value . . . 33,413,379 31,688,998
Held to Maturity, at amortized cost. . . . . . 7,457,378 1,252,757
------------ ------------
40,870,757 32,941,755
------------ ------------
OTHER ASSETS . . . . . . . . . . . . . . . . . . 10,492,955 10,400,492
------------ ------------
TOTAL ASSETS . . . . . . . . . . . $210,399,185 $201,165,572
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
SENIOR DEBT . . . . . . . . . . . . . . . . . . $100,573,932 $ 98,929,587
OTHER LIABILITIES. . . . . . . . . . . . . . . . 10,652,331 10,255,315
SUBORDINATED DEBT. . . . . . . . . . . . . . . . 38,234,798 37,246,521
------------ ------------
Total Liabilities . . . . . . . . . . . 149,461,061 146,431,423
------------ ------------
STOCKHOLDERS' EQUITY:
Common Stock . . . . . . . . . . . . . . . . . 170,000 170,000
Accumulated Other Comprehensive Income . . . . 638,405 342,810
Retained Earnings. . . . . . . . . . . . . . . 60,129,720 54,221,339
------------ ------------
Total Stockholders' Equity. . . . . . . 60,938,125 54,734,149
------------ ------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY. . . . . $210,399,186 $201,165,572
============ ============
The accompanying Notes to Consolidated Financial Statements are
an integral part of these statements.
<PAGE>
1st FRANKLIN FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
Quarter Ended Nine Months Ended
September 30 September 30
------------------------ ------------------------
(Unaudited) (Unaudited)
1998 1997 1998 1997
---- ---- ---- ----
INTEREST INCOME. . . . . . .$11,617,646 $10,785,402 $34,080,074 $31,951,037
INTEREST EXPENSE . . . . . . 2,206,540 2,245,130 6,528,982 6,570,662
----------- ----------- ----------- -----------
NET INTEREST INCOME. . . . . 9,411,106 8,540,272 27,551,092 25,380,375
Provision for Loan Losses. 1,557,432 1,673,320 3,967,066 4,254,047
----------- ----------- ----------- -----------
NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES. 7,853,674 6,866,952 23,584,026 21,126,328
----------- ----------- ----------- -----------
NET INSURANCE INCOME . . . . 3,809,544 3,331,407 11,033,229 10,156,327
----------- ----------- ----------- -----------
OTHER REVENUE. . . . . . . . 118,765 114,880 355,335 363,041
----------- ----------- ----------- -----------
OTHER OPERATING EXPENSES:
Personnel Expense. . . . . 5,488,478 5,265,584 16,245,927 15,591,693
Occupancy. . . . . . . . . 1,412,106 1,279,765 4,072,262 3,714,225
Other. . . . . . . . . . . 2,426,444 1,973,733 7,018,984 7,103,608
----------- ----------- ----------- -----------
Total. . . . . . . . . . 9,327,028 8,519,082 27,337,173 26,409,526
----------- ----------- ----------- -----------
INCOME BEFORE INCOME TAXES . 2,454,955 1,794,157 7,635,417 5,236,170
Provision for Income Taxes
Current Provision. . . . 347,967 264,860 1,041,846 949,426
Deferred Tax Provision
(See Note 5). . . . . 44,688 25,052 72,017 3,621,750
---------- ----------- ----------- -----------
392,655 289,912 1,113,863 4,571,176
---------- ----------- ----------- -----------
NET INCOME . . . . . . . . . 2,062,300 1,504,245 6,521,554 664,994
RETAINED EARNINGS, begin . . 58,319,182 51,886,882 54,221,339 53,200,768
Distributions on
Common Stock. . . . . . 251,762 106,635 613,173 581,270
----------- ----------- ----------- -----------
RETAINED EARNINGS, end . . .$60,129,720 $53,284,492 $60,129,720 $53,284,492
=========== =========== =========== ===========
BASIC EARNINGS PER SHARE:
Voting Common Stock;
1700 Shares outstanding
all periods. . . . . . . $12.13 $8.85 $38.36 $3.91
Non-Voting Common Stock; ====== ===== ====== =====
168,300 Shares
outstanding all periods. $12.13 $8.85 $38.36 $3.91
====== ===== ====== =====
The accompanying Notes to Consolidated Financial Statements are
an integral part of these statements.
<PAGE>
1st FRANKLIN FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
Increase (Decrease) in Cash and Cash Equivalents
Nine Months Ended
September 30
-------------------------
(Unaudited)
1998 1997
----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income . . . . . . . . . . . . . . . . . . . $ 6,521,554 $ 664,994
Adjustments to reconcile net income to net cash
provided by operating activities:
Provision for Loan Losses. . . . . . . . . . 3,967,066 4,254,047
Depreciation and Amortization. . . . . . . . 934,683 855,485
Deferred Income Taxes. . . . . . . . . . . . 72,017 3,621,749
Other, net . . . . . . . . . . . . . . . . . 18,210 (19,548)
Increase in Miscellaneous assets . . . . . . (380,972) (609,653)
Decrease in Accounts Payable and
Accrued Expenses. . . . . . . . . . . . . . 259,753 (586,334)
----------- -----------
Net Cash Provided by Operating Activities. 11,392,311 8,180,740
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Loans Originated or purchased. . . . . . . . . . (84,782,716) (83,450,261)
Loan Payments. . . . . . . . . . . . . . . . . . 79,850,950 78,696,735
Purchases of marketable debt securities. . . . . (21,977,622) (19,275,084)
Principal payments on securities . . . . . . . . 331,348 270,865
Sales of marketable securities . . . . . . . . . 66,658 325,000
Redemptions of securities. . . . . . . . . . . . 13,985,000 11,770,000
Other, net . . . . . . . . . . . . . . . . . . . (637,931) (1,738,708)
----------- -----------
Net Cash Used in Investing Activities (13,164,313) (13,401,453)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in Senior Debt. . . . . . . . . . . . . 1,644,345 3,713,121
Subordinated Debt Issued . . . . . . . . . . . . 5,176,823 5,150,100
Subordinated Debt redeemed . . . . . . . . . . . (4,188,546) (3,654,821)
Distributions Paid . . . . . . . . . . . . . . . (613,173) (581,270)
----------- -----------
Net Cash Provided by Financing Activities 2,019,449 4,627,130
----------- -----------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS . . . . . . . . . . . . . . 247,447 (593,583)
CASH AND CASH EQUIVALENTS, beginning . . . . . . . 25,122,077 27,432,705
----------- -----------
CASH AND CASH EQUIVALENTS, ending. . . . . . . . . $25,369,524 $26,839,122
=========== ===========
Cash Paid during the period for: Interest . . . . $ 6,555,607 $ 6,443,532
Income Taxes . . 991,440 1,280,958
The accompanying Notes to Consolidated Financial Statements are
an integral part of these statements.
<PAGE>
-NOTES-
1. The accompanying interim financial information of 1st Franklin Financial
Corporation and subsidiaries (the Company) should be read in conjunction
with the annual financial statements and notes thereto as of December 31,
1997 and for the years then ended included in the Company's December 31,
1997 Annual Report.
2. In the opinion of Management of the Company, the accompanying consolidated
financial statements contain all adjustments (consisting of only normal
recurring accruals) necessary to present fairly the Company's financial
position as of September 30, 1998 and December 31, 1997 and the results
of its operations and its cash flows for the nine months ended
September 30, 1998 and 1997. While certain information and footnote
disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been
condensed or omitted pursuant to the rules and regulations of the
Securities and Exchange Commission, the Company believes that the
disclosures herein are adequate to make the information presented not
misleading.
3. The results of operations for the nine months ended September 30, 1998 are
not necessarily indicative of the results to be expected for the full
fiscal year.
4. The computation of Earnings per Share is self-evident from the
Consolidated Statement of Income and Retained Earnings.
5. Deferred tax provision for September 30, 1997 includes a $3.6 million one
time non-recurring charge to expense accumulated prepaid tax as of
January 1, 1997 as a result of the Company electing "S corporation"
status for income tax reporting purposes.
6. In 1998, the Company adopted SFAS No. 130, "Reporting Comprehensive
Income". The Company had comprehensive income, which is comprised of net
income and unrealized gains or losses on securities held as available for
sale, of $2,509,768 and $1,770,327 for the quarters ended September 30,
1998 and 1997 and $6,903,545 and $922,685 for the nine month comparable
periods, respectively.
<PAGE>
BRANCH OPERATIONS
-----------------
Isabel Vickery Youngblood . . . . . . . . . . Senior Vice President
A. Jarrell Coffee . . . . . . . . . . . . . . Vice President
Jack R. Coker . . . . . . . . . . . . . . . . Vice President
Robert J. Canfield. . . . . . . . . . . . . . Area Vice President
J. Michael Culpepper. . . . . . . . . . . . . Area Vice President
Ronald F. Morrow. . . . . . . . . . . . . . . Area Vice President
<TABLE>
<CAPTION>
SUPERVISORS
-----------
<S> <C> <C> <C>
Regina Bond Janice Hyde Dianne Moore Henrietta Reathford
Ronald Byerly Judy Landon Harriet Moss Tami Settlemyer
Susie Cantrell Jeff Lee Mike Olive Timothy Schmotz
Donald Carter Tommy Lennon Melvin Osley Gaines Snow
Donald Floyd Mike Lyles Dale Palmer Marc Thomas
Jack Hobgood Johnny McEntyre Darryl Parker
Bruce Hooper Brian McSwain
<CAPTION>
OFFICES
-------
<S> <C> <C> <C>
Alabama Offices: Georgia Offices: Georgia Offices: Louisiana Offices:
- --------------- --------------- --------------- -----------------
Alexander City Bremen Jasper Natchitoches
Andalusia Brunswick Jefferson Pineville
Arab Buford Jesup
Athens Butler LaGrange Mississippi Offices:
Bessemer Cairo Lavonia -------------------
Birmingham Calhoun Lawrenceville Bay St. Louis
Clanton Canton Madison Carthage
Cullman Carrollton Manchester Columbia
Decatur Cartersville McDonough Grenada
Dothan Cedartown McRae Gulfport
Enterprise Chatsworth Milledgeville Hattiesburg
Fayette Clarkesville Monroe Jackson
Florence Claxton Montezuma Kosciusko
Gadsden Clayton Monticello McComb
Geneva Cleveland Moultrie Pearl
Hamilton Cochran Nashville Picayune
Huntsville Commerce Newnan
Jasper Conyers Perry North Carolina Offices:
Madison Cordele Richmond Hill ----------------------
Moulton Cornelia Rome Monroe
Muscle Shoals Covington Royston Pineville
Opp Cumming Sandersville
Ozark Dallas Savannah South Carolina Offices:
Prattville Dalton Statesboro ----------------------
Russellville Dawson Swainsboro Aiken
Scottsboro Douglas Sylvania Anderson
Selma Douglasville Sylvester Cayce
Sylacauga Eastman Thomaston Clemson
Troy Elberton Thomson Columbia
Tuscaloosa Ellijay Tifton Conway
Forsyth Toccoa Easley
Georgia Offices: Fort Valley Valdosta Florence
- --------------- Gainesville Vidalia Gaffney
Adel Garden City Warner Robins Greenville
Albany Georgetown Washington Greenwood
Alma Greensboro Waycross Greer
Americus Griffin Winder Lancaster
Arlington Hartwell Laurens
Athens Hawkinsville Louisiana Offices: Marion
Bainbridge Hazlehurst ----------------- Newberry
Barnesville Hinesville Alexandria Orangeburg
Baxley Hogansville Jena Rock Hill
Blakely Jackson Leesville Seneca
Blue Ridge Marksville Spartanburg
Union
York
</TABLE>
<PAGE>
DIRECTORS
---------
Ben F. Cheek, III
Chairman and Chief Executive Officer
1st Franklin Financial Corporation
Lorene M. Cheek
Homemaker
Jack D. Stovall
President, Stovall Building Supplies, Inc.
Dr. Robert E. Thompson
Physician, Toccoa Clinic
EXECUTIVE OFFICERS
------------------
Ben F. Cheek, III
Chairman and Chief Executive Officer
T. Bruce Childs
President and Chief Operating Officer
A. Roger Guimond
Vice President and Chief Financial Officer
Lynn E. Cox
Secretary
Linda L. Sessa
Treasurer
COUNSEL
-------
Jones, Day, Reavis & Pogue
3500 One Peachtree Center
303 Peachtree Street, N.E.
Atlanta, Georgia 30308-3242
AUDITORS
--------
Arthur Andersen LLP
133 Peachtree Street, N.E.
Atlanta, Georgia 30303
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> SEP-30-1998
<CASH> 25,369,524
<SECURITIES> 40,870,757
<RECEIVABLES> 167,488,521
<ALLOWANCES> 5,994,461
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 12,725,728
<DEPRECIATION> 8,125,563
<TOTAL-ASSETS> 210,399,185
<CURRENT-LIABILITIES> 111,226,263
<BONDS> 138,654,468
<COMMON> 170,000
0
0
<OTHER-SE> 60,768,125
<TOTAL-LIABILITY-AND-EQUITY> 210,399,186
<SALES> 0
<TOTAL-REVENUES> 48,544,400
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 30,412,935
<LOSS-PROVISION> 3,967,066
<INTEREST-EXPENSE> 6,528,982
<INCOME-PRETAX> 7,635,417
<INCOME-TAX> 1,113,863
<INCOME-CONTINUING> 6,521,554
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6,521,554
<EPS-PRIMARY> 38.36
<EPS-DILUTED> 0
</TABLE>
