FIRST FRANKLIN FINANCIAL CORP
10-Q, 2000-05-12
PERSONAL CREDIT INSTITUTIONS
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                     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 March 31, 2000

                                   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 April 30, 2000
- ---------------------------------------------   -----------------------------
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 Three Months Ended March 31, 2000.  See Exhibit 19

             Consolidated Statements of Financial Position:
                  March 31, 2000 and December 31, 1999

             Consolidated Statements of Income and Retained Earnings:
                  Three Months Ended March 31, 2000 and March 31, 1999

             Consolidated Statements of Cash Flows:
                  Three Months Ended March 31, 2000 and March 31, 1999

             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 Three Months Ended March 31, 2000.  See Exhibit 19.


ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.
- ------------------------------------------------------------------
        The information required hereunder is set forth under "Management's
        Letter", "Market Risk" sub-heading, of the Company's Quarterly
        Report to Investors for the Three Months Ended March 31, 2000.
        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 Three
                       Months Ended March 31, 2000.

                  27   Financial Data Schedule

        (b)  Reports on Form 8-K:
                  No reports on Form 8-K were filed during the quarter
                  ended March 31, 2000.

                                 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:  May 12, 2000



                     1st FRANKLIN FINANCIAL CORPORATION

                             INDEX TO EXHIBITS


  Exhibit                                                               Page
     No.                                                                 No.
     --                                                                  --
     19      Quarterly Report to Investors
             for the Three Months Ended March 31, 2000.................   4

     27      Financial Data Schedule...................................  13




                                                                Exhibit 19









                                       1st
                                     FRANKLIN
                                    FINANCIAL
                                   CORPORATION



                                    QUARTERLY
                               REPORT TO INVESTORS
                                     FOR THE
                                THREE MONTHS ENDED
                                  MARCH 31, 2000

                               MANAGEMENT'S LETTER

Financial Condition:
- -------------------
     Total assets declined $.8 million (.3%) to $226.4 million during the
first quarter of 2000 primarily due to a decrease in the Company's loan
receivables.  Historically, the Company has experienced a decline in loan
receivables during the first quarter of each year due to its cyclical
loan business.  The downward trend normally reverses during the second
quarter as loan activity begins increasing.

     Overall liabilities decreased $2.5 million (2%) during the quarter just
ended as compared to the prior year-end as a result of the disbursement of
the prior year's accrued incentive bonus and the Company's annual
contribution to the employee profit sharing plan.

     Expansion of branch operations continued with the opening of one new
branch office in Georgia.  An additional office is currently scheduled to
open during the second quarter of 2000 in Griffin, Georgia.

Results of Operations:
- ---------------------
     Revenues during the quarter ended March 31, 2000 were $19.5 million as
compared to $17.1 million during the first quarter of 1999.  The increase in
revenues is attributed to finance charge income and insurance income earned
on higher levels of average net receivables outstanding (gross receivables
less unearned finance charges).  Average net receivables rose $20.4 million
or 13% during the quarter ended March 31, 2000 as compared to the same
quarter in 1999.  This growth in the Company's primary earnings base induced
a $1.4 million (14%) increase in the Company's net interest margin during the
current period as compared to the same quarter in 1999.  Net interest margin
represents the difference between the margin by which interest income on
earning assets (loans and investment securities) exceeds interest expense on
its interest bearing debt.  Also contributing to the increase in the net
interest margin was the fact that there was only a minimal increase in
interest expense, as average borrowings were only slightly higher during the
quarter just ended as compared to the same quarter a year ago.  Management,
however, projects interest expense to have a higher impact on the net
interest margin during the remainder of the year due to the recent volatility
in market rates.

     Net insurance income rose $.6 million or 15% during the comparable
quarterly periods as a result of the aforementioned increase in average net
receivables.  Higher levels of average net receivables generally lead to
higher levels of insurance in-force because of more customers requesting
insurance.  A decrease in claims submitted and general insurance expenses
also contributed to the rise in net insurance income.

     Although revenues were higher during the quarter ended March 31, 2000 as
compared to the same quarter year ago, pretax profits were $.1 million or 5%
lower due to increases in loan losses and other operating expenses.  The
Company's provision for loan losses increased $.3 million or 35% during the
quarter just ended as compared to the same quarter a year ago.  A $.4 million
(36%) increase in net charge-offs was primarily responsible for the increase.
In addition, Management raised the loan loss reserve during the later part of
1999 in order to provide adequate protection against probable losses.
Delinquent accounts 60 days or more past due increased to 7.0% of net
receivables at March 31, 2000 as compared to 6.6% at prior year-end.
Management is carefully monitoring the credit-worthiness of the loan
portfolio and will add to the reserve as deemed necessary.

     Personnel expense increased $1.3 million (21%) during the quarter just
ended as compared to the same quarter a year ago mainly due to merit salary
increases effective January 1.  Medical claims incurred by the Company's
self-insured employee health plan rose significantly during the current
quarter which also added to the increase in personnel expense.  Other factors
contributing were increases in the accruals for incentive bonuses and the
profit sharing contribution.

     Twelve new branch offices have been opened since the quarter ended
March 31, 1999.  The rent, utilities, telephone and maintenance associated
with these new offices caused occupancy expense to increase $.1 million or
11% during the quarter just ended.

     Other operating expenses increased $.4 million (16%) during the quarter
just ended as compared to the same quarter in 1999 as a result of higher
advertising expenditures, legal and audit fees, stationary and supplies and
various state taxes and licenses.

     Effective income tax rates were 15.7% and 14.6% for the quarters ended
March 31, 2000 and 1999, respectively.  Income taxes during the periods
reflect 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 decrease the
Company's general tax rate below statutory rates.  Investments in tax exempt
securities by the Company's property and casualty insurance subsidiary also
decrease the effective tax rate.

Market Risk:
- -----------
     There has been no material change in the Company's market risk since
December 31, 1999.  Recent volatility in interest rates may, however, have a
negative impact on the Company's net interest margin during the remainder of
2000 if Management has to raise rates paid on its debt securities to remain
competitive in the market place.

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 $21.0 million.
Available borrowings were $16.9 million at March 31, 2000 and $20.0 at
December 31, 1999,  relating to this agreement.  Another agreement provides
for an additional $2.0 million for general operating purposes.  Available
borrowings under this agreement were $2.0 million at March 31, 2000 and
December 31, 1999.

Year 2000 Readiness Disclosure:
- ------------------------------
     The Company has not experienced any material malfunctions or errors in
its operations or business systems with regard to the Year 2000 issues
("Y2K").  Based on operations since January 1, 2000, Management does not
foresee any significant impact on its on-going business as a result of Y2K.
However, its is possible that the full impact of the date change, which was
of concern due to computer programs that use two digits instead of four
digits to define years, has not been fully recognized.  Any problems which
might occur are expected to be minor and correctable.  Management continues
to monitor applications of the Company and third party suppliers.

     Expenses related to Year 2000 readiness during the quarter just ended
were $9,033.  No additional expenses are budgeted for the remainder of the
year.

Forward Looking Statements:
- --------------------------
     Certain information in the previous discussion and other statements
contained in this Quarterly Report which are not historical facts may be
forward-looking statements that involve risks and uncertainties.  Actual
results, performance or achievements could differ materially from those
contemplated, expressed or implied by the forward-looking statements
contained herein.  Possible factors which could cause future results to
differ from expectations are, but not limited to, adverse economic
conditions including the interest rate environment, federal and state
regulatory changes, unfavorable outcome of litigation, Year 2000 issues and
other factors referenced elsewhere.

                      1st FRANKLIN FINANCIAL CORPORATION
                  CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

                                                March 31,    December 31,
                                                   2000         1999
                                               (Unaudited)        (Audited)

                                      ASSETS

CASH AND CASH EQUIVALENTS  . . . . . . . . . .  $  6,060,506    $  5,914,535
                                                ------------    ------------

LOANS, net   . . . . . . . . . . . . . . . . .   152,907,387     156,124,333
                                                ------------    ------------
INVESTMENT SECURITIES:
     Available for Sale, at market value . . .    50,620,177      47,127,780
     Held to Maturity, at amortized cost . . .     6,220,614       6,734,286
                                                ------------    ------------
                                                  56,840,791      53,862,066
                                                ------------    ------------

OTHER ASSETS . . . . . . . . . . . . . . . . .    10,556,541      11,237,126
                                                ------------    ------------

            TOTAL ASSETS . . . . . . . . . . .  $226,365,225    $227,138,060
                                                ============    ============

                      LIABILITIES  AND STOCKHOLDERS' EQUITY

SENIOR DEBT. . . . . . . . . . . . . . . . . .  $114,074,869    $113,889,641
OTHER LIABILITIES. . . . . . . . . . . . . . .    10,300,359      13,461,731
SUBORDINATED DEBT  . . . . . . . . . . . . . .    35,685,844      35,246,639
                                                ------------    ------------
        Total Liabilities  . . . . . . . . . .   160,061,072     162,598,011
                                                ------------    ------------
STOCKHOLDERS' EQUITY:
     Preferred Stock; $100 par value . . . . .            --              --
     Common Stock  . . . . . . . . . . . . . .       170,000         170,000
     Accumulated Other Comprehensive Loss  . .      (898,837)       (780,772)
     Retained Earnings . . . . . . . . . . . .    67,032,990      65,150,821
                                                ------------    ------------
        Total Stockholders' Equity . . . . . .    66,304,153      64,540,049
                                                ------------    ------------
            TOTAL LIABILITIES AND
                STOCKHOLDERS' EQUITY . . . . .  $226,365,225    $227,138,060
                                                ============    ============

         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

                                                       Three Months Ended
                                                            March 31
                                                   --------------------------
                                                           (Unaudited)
                                                       2000           1999
                                                   -----------    -----------

INTEREST INCOME. . . . . . . . . . . . . . . . . . $13,536,226    $12,006,290

INTEREST EXPENSE . . . . . . . . . . . . . . . . .   2,320,051      2,186,596
                                                   -----------    -----------
NET INTEREST INCOME. . . . . . . . . . . . . . . .  11,216,175      9,819,694

   Provision for Loan Losses . . . . . . . . . . .   1,313,791        973,810
                                                   -----------    -----------
NET INTEREST INCOME AFTER
   PROVISION FOR LOAN LOSSES . . . . . . . . . . .   9,902,384      8,845,884
                                                   -----------    -----------
NET INSURANCE INCOME . . . . . . . . . . . . . . .   4,616,644      4,011,272
                                                   -----------    -----------
OTHER REVENUE. . . . . . . . . . . . . . . . . . .     136,207        133,794
                                                   -----------    -----------
OTHER OPERATING EXPENSES:
   Personnel Expense. . . . . . . . . . . . . . .    7,433,892      6,168,965
   Occupancy. . . . . . . . . . . . . . . . . . .    1,513,600      1,368,169
   Other. . . . . . . . . . . . . . . . . . . . .    2,882,124      2,489,733
                                                   -----------    -----------
      Total . . . . . . . . . . . . . . . . . . .   11,829,616     10,026,867
                                                   -----------    -----------

INCOME BEFORE INCOME TAXES  . . . . . . . . . . .    2,825,619      2,964,083

   Provision for Income Taxes . . . . . . . . . .      442,686        431,382
                                                   -----------    -----------
NET INCOME. . . . . . . . . . . . . . . . . . . .    2,382,933      2,532,701

RETAINED EARNINGS, beginning of period. . . . . .   65,150,821     60,637,368

   Distributions on Common Stock. . . . . . . . .      500,764              -
                                                   -----------    -----------
RETAINED EARNINGS, end of period. . . . . . . . .  $67,032,990    $63,170,069
                                                   ===========    ===========
EARNINGS PER SHARE:
   Voting Common Stock; 1,700 Shares
     Outstanding all periods. . . . . . . . . . .       $14.02         $14.90
                                                        ======         ======
   Non-Voting Common Stock; 168,300 Shares
     Outstanding all periods  . . . . . . . . . .       $14.02         $14.90
                                                        ======         ======

         The accompanying Notes to Consolidated Financial Statements are
                      an integral part of these statements.

                        1st FRANKLIN FINANCIAL CORPORATION

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                 Increase (Decrease) in Cash and Cash Equivalents

                                                       Three Months Ended
                                                            March 31
                                                   --------------------------
                                                           (Unaudited)
                                                       2000           1999
                                                   -----------    -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Income. . . . . . . . . . . . . . . . . . .  $ 2,382,933    $ 2,532,701
    Adjustments to reconcile net income
    to net cash provided by operating activities:
      Provision for Loan Losses . . . . . . . . .    1,313,791        973,810
      Depreciation and Amortization . . . . . . .      310,511        304,867
      Deferred Income Taxes . . . . . . . . . . .       59,737          5,584
      Other, net. . . . . . . . . . . . . . . . .       34,700         40,838
      Decrease in Miscellaneous assets. . . . . .      513,299        792,485
      Decrease in Accounts Payable and
        Accrued Expenses. . . . . . . . . . . . .   (3,228,679)    (2,049,850)
                                                   -----------    -----------
           Net Cash Provided  . . . . . . . . . .    1,386,292      2,600,435
                                                   -----------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Loans originated or purchased. . . . . . . . .  (30,603,314)   (26,577,415)
   Loan payments. . . . . . . . . . . . . . . . .   32,506,469     27,906,116
   Purchases of marketable debt securities. . . .   (4,974,163)    (4,677,994)
   Principal payments on securities . . . . . . .       91,147        152,359
   Redemptions of securities. . . . . . . . . . .    1,760,000      2,080,000
     Other, net . . . . . . . . . . . . . . . . .     (144,129)      (160,825)
                                                   -----------    -----------
           Net Cash Used  . . . . . . . . . . . .   (1,363,990)    (1,277,759)
                                                   -----------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Increase in senior debt. . . . . . . . . . . .      185,228      4,556,352
   Subordinated debt issued . . . . . . . . . . .    2,221,556      2,175,107
   Subordinated debt redeemed . . . . . . . . . .   (1,782,351)    (1,917,706)
   Distributions paid to shareholders . . . . . .     (500,764)             -
                                                   -----------    -----------
           Net Cash Provided. . . . . . . . . . .      123,669      4,813,753
                                                   -----------    -----------

NET INCREASE IN CASH AND CASH EQUIVALENTS . . . .      145,971      6,136,429

CASH AND CASH EQUIVALENTS, beginning. . . . . . .    5,914,535     20,111,678
                                                   -----------    -----------
CASH AND CASH EQUIVALENTS, ending . . . . . . . .  $ 6,060,506    $26,248,107
                                                   ===========    ===========

Cash Paid during the period for:  Interest. . . .  $ 2,169,398    $ 2,081,860
                                  Income Taxes. .       68,750         73,393

         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, 1999 and for the years then ended included in the Company's
    December 31, 1999 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 March 31, 2000, and December 31, 1999, and the
    results of its operations and its cash flows for the three months ended
    March 31, 2000 and 1999.  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 three months ended March 31, 2000, 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.  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 $2,264,868 and $2,310,854 for the three months ended March 31,
    2000 and 1999, respectively.

6.  The following tables summarize assets, revenues and profit by business
    segment.  A reconcilement to consolidated net income is also provided.
    There has been no differences from the 1999 Annual Report from the basis
    of segmentation or the basis of measurement of segment profit.

                                   Division   Division   Division
                                        I        II        III         Total
                                   --------   --------   --------    --------
                                                (In Thousands)

    Three Months ended 3/31/00:
      Segment revenues. . . . .    $  5,666   $  6,000   $  6,364    $ 18,030
      Segment profit  . . . . .       2,058      2,564      1,913       6,535

    Three Months ended 3/31/99:
      Segment revenues. . . . .    $  4,798   $  5,398   $  5,460    $ 15,656
      Segment profit  . . . . .       1,717      2,281      1,761       5,759

    Segment Assets:
      3/31/00 . . . . . . . . .    $ 89,377   $100,373   $ 39,781    $229,531
      3/31/99 . . . . . .            45,162     50,465     52,066     147,693

                                              3 Months    3 Months
                                                Ended      Ended
                                               3/31/00    3/31/99
                                               -------    -------
    Reconcilement:                               (In Thousands)
      Profit:
      Profit per segments . . . . . . . .     $  6,534   $  5,759
      Corporate earnings not allocated. .          260        496
      Corporate expenses not allocated. .       (3,968)    (3,291)
      Income taxes not allocated. . . . .         (443)      (431)
                                              --------   --------
                                              $  2,383   $  2,533
                                              ========   ========


<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         Bruce Hooper        Dianne Moore        Hilda Phillips
Ronald Byerly       Janice Hyde         Harriet Moss        Henrietta Reathford
Donald Carter       Judy Landon         Mike Olive          Timothy Schmotz
Bryan Cook          Jeff Lee            Melvin Osley        Tami Settlemyer
Donald Floyd        Tommy Lennon        Dale Palmer         Gaines Snow
Renee Hebert        Mike Lyles          Darryl Parker       Marc Thomas
Jack Hobgood        Brian McSwain

                                     OFFICES
                                     -------
<S>                 <C>                 <C>                 <C>
Alabama Offices:    Georgia Offices:    Georgia Offices:    Louisiana Offices:
- ---------------     ---------------     ---------------     -----------------
Alexander City      Brunswick           Lavonia             Natchitoches
Andalusia           Buford              LaGrange            New Iberia
Arab                Butler              Lawrenceville       Pineville
Athens              Cairo               Madison
Bessemer            Calhoun             Manchester          Mississippi Offices:
Birmingham          Canton              McDonough           -------------------
Clanton             Carrollton          McRae               Bay St. Louis
Cullman             Cartersville        Milledgeville       Carthage
Decatur             Cedartown           Monroe              Columbia
Dothan              Chatsworth          Montezuma           Grenada
Enterprise          Clarkesville        Monticello          Gulfport
Fayette             Claxton             Moultrie            Hattiesburg
Florence            Clayton             Nashville           Hazlehurst
Gadsden             Cleveland           Newnan              Jackson
Geneva              Cochran             Perry               Kosciusko
Hamilton            Commerce            Pooler              Magee
Huntsville          Conyers             Richmond Hill       McComb
Jasper              Cordele             Rome                Pearl
Madison             Cornelia            Royston             Picayune
Moulton             Covington           Sandersville
Muscle Shoals       Cumming             Savannah            North Carolina Office:
Opp                 Dallas              Statesboro          ---------------------
Ozark               Dalton              Swainsboro          Monroe
Pelham              Dawson              Sylvania            Pineville
Prattville          Douglas             Sylvester
Russellville (2)    Douglasville (s)    Thomaston           South Carolina Offices:
Scottsboro          Eastman             Thomson             ----------------------
Selma               Elberton            Tifton              Aiken
Sylacauga           Ellijay             Toccoa              Anderson
Troy                Forsyth             Valdosta (2)        Cayce
Tuscaloosa          Fort Valley         Vidalia             Clemson
Wetumpka            Gainesville         Warner Robins       Columbia
                    Garden City         Washington          Conway
Georgia Offices:    Georgetown          Waycross            Easley
- ---------------     Glennville          Waynesboro          Florence
Adel                Greensboro          Winder              Gaffney
Albany              Griffin                                 Greenville
Alma                Hartwell            Louisiana Offices:  Greenwood
Americus            Hawkinsville        -----------------   Greer
Arlington           Hazlehurst          Alexandria          Lancaster
Athens (2)          Hinesville          Crowley             Laurens
Bainbridge          Hogansville         DeRidder            Marion
Barnesville         Jackson             Franklin            Newberry
Baxley              Jasper              Jena                Orangeburg
Blakely             Jefferson           Lafayette           Rock Hill
Blue Ridge          Jesup               Leesville           Seneca
Bremen                                  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


                                  LEGAL COUNSEL
                                  -------------
                            Jones, Day, Reavis & Pogue
                               3500 Sun Trust Plaza
                            303 Peachtree Street, N.E.
                           Atlanta, Georgia  30308-3242


                                     AUDITORS
                                     --------
                               Arthur Andersen LLP
                            133 Peachtree Street, N.E.
                             Atlanta, Georgia  30303



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