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, 1999
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 31,1999
- --------------------------------------------- ------------------------------
Voting Common Stock, par value $100 per share 1,700 Shares
Non-Voting Common Stock, no par value 168,300 Shares
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, 1999.
See Exhibit 19.
Consolidated Statements of Financial Position:
September 30, 1999 and December 31, 1998
Consolidated Statements of Income and Retained Earnings:
Quarters and Nine Months Ended September 30, 1999
and September 30, 1998
Consolidated Statements of Cash Flows:
Nine Months Ended September 30, 1999 and
September 30, 1998
Notes to Consolidated Financial Statements
ITEM 2. Management's 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, 1999. 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, 1999.
(b) Reports on Form 8-K:
No reports on Form 8-K were filed during the
quarter ended September 30,1999.
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 15, 1999
1st FRANKLIN FINANCIAL CORPORATION
INDEX TO EXHIBITS
Exhibit No. Page No.
- ---------- -------
19 Quarterly Report to Investors for the
Nine Months Ended September 30, 1999 ................ 4
27 Financial Data Schedule ............................. 13
Exhibit 19
1st
FRANKLIN
FINANCIAL
CORPORATION
QUARTERLY
REPORT TO INVESTORS
FOR THE
NINE MONTHS ENDED
SEPTEMBER 30, 1999
MANAGEMENT'S LETTER
Financial Condition:
- -------------------
Total assets reached $228.3 million at September 30, 1999 as compared to
$216.7 million at December 31, 1998, representing an $11.6 million (5%) gain
during the nine months just ended. Increases in the Company's loan and
investment portfolios were the primary areas of asset growth. Net
receivables (gross receivables less unearned finance charges) rose $11.5
million (7%) during the period. Low inflation and moderate economic growth
have led to robust lending activity as the Company competed to meet the
spending and borrowing needs of its targeted market.
The Company's investment portfolio grew $10.3 million (22%) during the
current nine-month period. Current operations and the sale of its debt
securities continue to outpace the Company's working capital requirements,
thereby creating a surplus of funds. In an attempt to maximize yields,
Management positioned these funds into investment securities. The Company's
investment portfolio consists mainly of U.S. Treasury bonds, Government
Agency bonds and various municipal bonds. Volatility in bond market values
negated a higher increase in the portfolio during the year as the Company
experienced a $1.0 million decline in market values on investment securities
which Management has designated as available for sale.
Funding for the aforementioned lending activity and the placement of
surplus funds into higher yielding investment securities resulted in cash
and cash equivalents declining $9.3 million or 46%.
Overall liabilities increased $8.6 million (6%) during the current year
as a result of increases in sales of the Company's senior debt securities.
Results of Operations:
- ---------------------
The high lending activity during 1999 resulted in average net receivables
increasing $10.6 million (6%) to $159.2 million as compared to $147.2 million
during the same nine-month period a year ago. This higher level of average
net receivables outstanding resulted in the Company's net interest margin
increasing $1.4 million (14%) and $3.1 million (11%) during the quarter and
nine months ended September 30, 1999 as compared to the same periods in 1998,
respectively. Net interest income represents the difference between interest
income on earning assets (loans and investment securities) and interest
expense on its interest-bearing debt.
Average outstanding indebtedness rose $13.1 million to $149.3 million
during 1999 as compared to $136.2 million during the nine months ended
September 30, 1998. Although average indebtedness increased, lower borrowing
costs enabled Management to minimize increases in interest expense during
the current year. During the third quarter, market rates began moving upward
as the Federal Reserve raised the prime rate. If market rates continue to
rise, Management may have to raise rates paid on its debt securities in order
to stay competitive. In doing so, there could be a negative impact on the
net interest margin.
Net insurance income increased $.5 million (14%) during the quarter just
ended as compared to the same period a year ago. During the nine-month
comparable periods, net insurance income rose $1.4 million (13%). 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.
Management continually monitors the delinquency status and credit
worthiness of its loan portfolio. Delinquent accounts 60 days or more past
due increased to 6.4% of net receivables at September 30, 1999 as compared to
6.1% at prior year-end. Loan net charge-offs during the current year have
risen $.7 million (18%). Due to the upward trend in delinquencies and loan
losses, Management raised the Company's loan loss provision during the third
quarter in order to provide adequate protection against probable losses. Due
to the higher loan losses, the Company's provision for loan losses increased
$.7 million (48%) and $1.2 million (31%) during the quarter and nine-month
period ended September 30, 1999 as compared to the same periods a year ago,
respectively. Future adjustments to the loan loss reserve will be made when
deemed necessary.
Other operating expenses increased $1.0 million (10%) during the third
quarter of this year as compared to the third quarter of 1998. During the
nine-month comparable periods, these same expenses increased $2.7 million
(10%). The increase in overhead cost is primarily due to (i) higher wages
due to merit salary increases, (ii) increased incentive award accruals,
(iii) higher benefit costs, (iv) increased supervisory expenses,
(v) increases in computer expenses and (vi) higher marketing and advertising
costs. Cost incurred with the opening of six new branch offices during the
current year also contributed to the increase in other operating expenses.
Effective income tax rates were 16.1% and 16.0% for the quarters ended
September 30, 1999 and 1998 and 15.4% and 14.6% for the nine months ended
September 30, 1999 and 1998, respectively. Income taxes during the periods
reflect only the taxes of the Company's insurance subsidiaries which are not
S corporations for income tax reporting purposes. Federal and state income
taxes generated by the S corporation are paid by the shareholders, except in
states which do not recognize S corporation status. Certain tax benefits
provided by law to life insurance companies substantially reduce the life
insurance subsidiary's effective tax rate and thus decreases the Company's
general tax rate below statutory rates. Investments in tax exempt securities
by the property and casualty insurance subsidiary also decreases the
effective tax rate.
Market Risk:
- -----------
There has been no material change in the Company's market risk since
December 31, 1998.
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
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, 1999 and December 31,
1998, 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, 1999 and December 31,
1998.
Year 2000 Readiness Disclosure:
- ------------------------------
The new millennium is just a few months away and Management believes
the Company is prepared for Year 2000 issues. In preparing the Company 's
systems for Year 2000 compliance, Management adhered to the Interagency
Guidelines Establishing Year 2000 Standards for Safety and Soundness which
set forth safety and soundness standards pursuant to the Federal Financial
Institutions Examination Council ("FFIEC"). Although the Company is not a
banking institution, it does provide data processing services to a bank and
therefore complies with the guidelines other bank service providers
adhere to.
All information technology ("IT") systems and non-IT systems have been
tested for Year 2000 compliance. Systems were classified as to being "mission
critical", "mission necessary" and "mission desirable". Priority was given
to "mission critical" systems which are systems considered essential to the
successful continuation of the Company's core business activity. Testing has
also been completed on remediation contingency plans the Company will
implement in the unlikely event a system does fail, particularly a system
the committee deemed as "mission critical". The Company's Year 2000
Committee will continue to monitor and evaluate the Company's readiness as
we progress toward January 1, 2000. Contingency plans will continue to be
refined as needed.
The cost of compliance has not had a material affect on the Company's
operating results, nor does Management expect it to during the current year.
Expenses of $20,000 have been budgeted in 1999 for costs the Company expects
to incur regarding Year 2000 readiness. Current year expenditures have been
$14,770 through September 30, 1999.
Management does not foresee any problems associated with Year 2000
compliance. However, 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.
Refer to the Company's 1998 Annual Report for a more detailed discussion
regarding the Year 2000 issue. Additional updates are included in each of
the quarterly reports issued in 1999.
New Accounting Standards:
- ------------------------
In July 1999, the FASB issued SFAS No. 137, providing a one year delay
in the effective date of SFAS No. 133, "Accounting for Derivative Instruments
and Hedging Activities". SFAS 133 requires companies to record derivatives
on the balance sheet as assets and liabilities at fair value. The Statement
also requires that changes in the derivative's fair value be recognized
currently in earnings unless specific hedge accounting criteria are met.
The Company will be required to adopt SFAS No. 133 in 2001. Management does
not expect the adoption of this statement to have a material impact on the
financial statements or results of operations of the Company.
1st FRANKLIN FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
September 30, December 31,
1999 1998
------------- ------------
(Unaudited) (Audited)
ASSETS
CASH AND CASH .............................. $ 10,817,508 $ 20,111,678
------------ ------------
LOANS, net ................................. 148,823,795 138,548,161
------------ ------------
INVESTMENT SECURITIES:
Available for Sale, at fair market value.. 50,715,344 39,938,412
Held to Maturity, at amortized cost....... 6,737,619 7,205,113
------------ ------------
57,452,963 47,143,525
------------ ------------
OTHER ASSETS................................ 11,182,804 10,871,546
------------ ------------
TOTAL ASSETS.................... $228,277,070 $216,674,910
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
SENIOR DEBT................................. $116,602,553 $104,446,030
OTHER LIABILITIES........................... 11,687,656 11,904,342
SUBORDINATED DEBT........................... 35,626,167 38,960,747
------------ ------------
Total Liabilities...................... 163,916,376 155,311,119
------------ ------------
STOCKHOLDERS' EQUITY:
Common Stock.............................. 170,000 170,000
Accumulated Other
Comprehensive (Loss)Income.............. (461,470) 556,423
Retained Earnings......................... 64,652,164 60,637,368
------------ ------------
Total Stockholders' Equity............. 64,360,694 61,363,791
------------ ------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY....... $228,277,070 $216,674,910
============ ============
The accompanying Notes to Consolidated Financial Statements are
an integral part of these statements.
1st FRANKLIN FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
<TABLE>
<CAPTION>
Quarter Ended Nine Months Ended
September 30 September 30
------------------------ ------------------------
(Unaudited) (Unaudited)
1999 1998 1999 1998
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
INTEREST INCOME..................... $13,020,864 $11,617,646 $37,326,011 $34,080,074
INTEREST EXPENSE.................... 2,258,394 2,206,540 6,676,011 6,528,982
----------- ----------- ----------- -----------
NET INTEREST INCOME................. 10,762,470 9,411,106 30,650,000 27,551,092
Provision for Loan Losses......... 2,307,237 1,557,432 5,193,715 3,967,066
----------- ----------- ----------- -----------
NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES......... 8,455,233 7,853,674 25,456,285 23,584,026
----------- ----------- ----------- -----------
NET INSURANCE INCOME................ 4,333,932 3,809,544 12,451,286 11,033,229
----------- ----------- ----------- -----------
OTHER REVENUE....................... 138,720 118,765 401,249 355,335
----------- ----------- ----------- -----------
OTHER OPERATING EXPENSES:
Personnel Expense................. 6,324,600 5,488,478 18,406,268 16,245,927
Occupancy......................... 1,481,321 1,412,106 4,228,695 4,072,262
Other............................. 2,477,678 2,426,444 7,409,631 7,018,984
----------- ----------- ----------- -----------
Total........................... 10,283,599 9,327,028 30,044,594 27,337,173
----------- ----------- ----------- -----------
INCOME BEFORE INCOME TAXES.......... 2,644,286 2,454,955 8,264,226 7,635,417
Provision for Income Taxes........ 426,826 392,655 1,274,696 1,113,863
----------- ----------- ----------- -----------
NET INCOME.......................... 2,217,460 2,062,300 6,989,530 6,521,554
RETAINED EARNINGS, begin of period.. 63,170,644 58,319,182 60,637,368 54,221,339
Dividends / Distributions
on Common Stock................. 735,940 251,762 2,974,734 613,173
----------- ----------- ----------- -----------
RETAINED EARNINGS, end of period.... $64,652,164 $60,129,720 $64,652,164 $60,129,720
=========== =========== =========== ===========
BASIC EARNINGS PER SHARE:
Voting Common Stock; 1,700
Shares outstanding all periods.. $13.04 $12.13 $41.11 $38.36
Non-Voting Common Stock; 168,300 ====== ====== ====== ======
Shares outstanding all periods.. $13.04 $12.13 $41.11 $38.36
====== ====== ====== ======
</TABLE>
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)
1999 1998
----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income.................................... $ 6,989,530 $ 6,521,554
Adjustments to reconcile net income to net
cash provided by operating activities:
Provision for Loan Losses.................. 5,193,715 3,967,066
Depreciation and Amortization.............. 918,339 934,683
Deferred Income Taxes...................... 163,792 72,017
Other, net................................. 132,341 18,210
Increase in Miscellaneous assets........... (450,170) (380,972)
Decrease in Accounts Payable and
Accrued Expenses........................... (152,365) 259,753
----------- -----------
Net Cash Provided........................ 12,795,182 11,392,311
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Loans Originated or purchased................. (98,304,928) (84,782,716)
Loan Payments................................. 82,835,579 79,850,950
Purchases of marketable debt securities....... (20,892,594) (21,977,622)
Principal payments on securities.............. 455,703 331,348
Sales of marketable securities................ 3,477,753 66,658
Redemptions of securities..................... 5,290,000 13,985,000
Other, net.................................... (798,074) (637,931)
----------- -----------
Net Cash Used............................ (27,936,561) (13,164,313)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in Senior Debt....................... 12,156,523 1,644,345
Subordinated Debt Issued...................... 6,021,003 5,176,823
Subordinated Debt redeemed.................... (9,355,583) (4,188,546)
Distributions Paid............................ (2,974,734) (613,173)
----------- -----------
Net Cash Provided........................ 5,847,209 2,019,449
----------- -----------
NET (DECREASE) INCREASE IN CASH
AND CASH EQUIVALENTS.......................... (9,294,170) 247,447
CASH AND CASH EQUIVALENTS, beginning............ 20,111,678 25,122,077
----------- -----------
CASH AND CASH EQUIVALENTS, ending............... $10,817,508 $25,369,524
=========== ===========
Cash Paid during the period for: Interest...... $ 6,539,951 $ 6,555,607
Income Taxes.. 1,237,543 991,440
The accompanying Notes to Consolidated Financial Statements are
an integral part of these statements.
-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,
1998 and for the years then ended included in the Company's December 31,
1998 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, 1999 and December 31, 1998 and the results
of its operations and its cash flows for the nine months ended
September 30, 1999 and 1998. 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, 1999
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 Statements of Income and Retained Earnings.
5. 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 $2,137,664 and $2,409,812 for the quarters ended September 30,
1999 and 1998 and $5,971,637 and $6,817,149 for the nine-month comparable
periods, respectively.
6. The following tables summarize assets, revenues and profit by business
segment. A reconcilement to consolidated net income is also provided.
All segment revenues result from transactions with third parties. There
has been no differences from the 1998 Annual Report from the basis of
segmentation or the basis of measurement of segment profit.
Division Division Division
I II III Total
-------- ------- -------- -------
(In Thousands)
Segment Revenues:
Three Months ended 9/30/99. $ 5,242 $ 5,541 $ 5,983 $ 16,766
Three Months ended 9/30/98. 4,494 5,017 5,152 14,663
Nine Months ended 9/30/99.. 14,926 16,244 16,958 48,128
Nine Months ended 9/30/98.. 13,454 14,881 15,103 43,438
Segment Profit:
Three Months ended 9/30/99. $ 1,822 $ 2,112 $ 1,733 $ 5,667
Three Months ended 9/30/98. 1,338 1,904 1,435 4,677
Nine Months ended 9/30/99.. 5,311 6,522 5,195 17,028
Nine Months ended 9/30/98.. 4,298 5,981 4,601 14,880
Segment Assets:
9/30/99.................... $87,427 $98,222 $39,604 $225,253
9/30/98.................... 82,203 92,317 36,896 211,416
3 Months 3 Months 9 Months 9 Months
Ended Ended Ended Ended
9/30/99 9/30/98 9/30/99 9/30/98
------- ------- ------- --------
Reconcilement (In Thousands)
Profit:
Profit per segments...... $ 5,667 $ 4,677 $17,027 $ 14,880
Corporate earnings
not allocated.......... 728 884 2,051 2,031
Corporate expenses
not allocated.......... (3,750) (3,105) (10,814) (9,275)
Income taxes not
allocated.............. (427) (393) (1,275) (1,114)
------- ------- ------- --------
$ 2,218 $ 2,063 $ 6,990 $ 6,522
======= ======= ======= ========
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 Bruce Hooper Johnny McEntyre Darry Parker
Ronald Byerly Janice Hyde Brian McSwain Henrietta Reathford
Susie Cantrell Judy Landon Dianne Moore Tami Settlemyer
Donald Carter Jeff Lee Harriet Moss Timothy Schmotz
Donald Floyd Tommy Lennon Mike Olive Gaines Snow
Renee Hebert Tim Love Melvin Osley Marc Thomas
Jack Hobgood Mike Lyles Dale Palmer
OFFICES
<S> <C> <C> <C>
Alabama Offices: Georgia Offices: Georgia Offices: Louisiana Offices:
- --------------- --------------- --------------- -----------------
Alexander City Brunswick Jesup New Iberia
Andalusia Buford LaGrange Pineville
Arab Butler Lavonia Wetumpka
Athens Cairo Lawrenceville
Bessemer Calhoun Madison Mississippi Offices:
Birmingham Canton Manchester -------------------
Clanton Carrollton McDonough Bay St. Louis
Cullman Cartersville McRae Carthage
Decatur Cedartown Milledgeville Columbia
Dothan Chatsworth Monroe Grenada
Enterprise Clarkesville Montezuma Gulfport
Fayette Claxton Monticello Hattiesburg
Florence Clayton Moultrie Hazlehurst
Gadsden Cleveland Nashville Jackson
Geneva Cochran Newnan Kosciusko
Hamilton Commerce Perry Magee
Huntsville Conyers Richmond Hill McComb
Jasper Cordele Rome Pearl
Madison Cornelia Royston Picayune
Moulton Covington Sandersville
Muscle Shoals Cumming Savannah North Carolina Offices:
Opp Dallas Statesboro ----------------------
Ozark Dalton Swainsboro Monroe
Pelham Dawson Sylvania Pineville
Prattville Douglas Sylvester
Russellville (2) Douglasville (2) Thomaston South Carolina Offices:
Scottsboro Eastman Thomson ----------------------
Selma Elberton Tifton Aiken
Sylacauga Ellijay Toccoa Anderson
Troy Forsyth Valdosta Cayce
Tuscaloosa Fort Valley Vidalia Clemson
Gainesvile Warner Robins Columbia
Georgia Offices: Garden City Washington Conway
- --------------- Georgetown Waycross Easley
Adel Glennville Waynesboro Florence
Albany Greensboro Winder Gaffney
Alma Griffin Greenville
Americus Hartwell Louisiana Offices: Greenwood
Arlington Hawkinsville ----------------- Greer
Athens (2) Hazlehurst Alexandria Lancaster
Bainbridge Hinesville Crowley Laurens
Barnesville Hogansville DeRidder Marion
Baxley Jackson Franklin Newberry
Blakely Jasper Jena Orangeburg
Blue Ridge Jefferson Leesville Rock Hill
Bremen Markesville Seneca
Natchitoches Spartanburg
Union
York
</TABLE>
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
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> SEP-30-1999
<CASH> 10,817,508
<SECURITIES> 57,452,963
<RECEIVABLES> 189,067,854
<ALLOWANCES> 7,307,716
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 13,493,107
<DEPRECIATION> 8,925,801
<TOTAL-ASSETS> 228,277,070
<CURRENT-LIABILITIES> 128,290,209
<BONDS> 152,228,720
<COMMON> 170,000
0
0
<OTHER-SE> 64,190,694
<TOTAL-LIABILITY-AND-EQUITY> 228,277,070
<SALES> 0
<TOTAL-REVENUES> 53,291,665
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 33,157,713
<LOSS-PROVISION> 5,193,715
<INTEREST-EXPENSE> 6,676,011
<INCOME-PRETAX> 8,264,226
<INCOME-TAX> 1,274,696
<INCOME-CONTINUING> 6,989,530
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6,989,530
<EPS-BASIC> 41.11
<EPS-DILUTED> 41.11
</TABLE>
