SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C 20549 |
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FORM 10-Q |
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(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the Quarterly Period Ended June 30, 2010 |
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OR |
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( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the transition period from ______________ to _____________ |
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Commission File Number 2-27985 |
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1st Franklin Financial Corporation |
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A Georgia Corporation I.R.S. Employer No. 58-0521233 |
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135 East Tugalo Street |
Post Office Box 880 |
Toccoa, Georgia 30577 |
(706) 886-7571 |
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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 __ |
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Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes __ No__ |
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one) Large Accelerated Filer ___ Accelerated Filer ___ Non-Accelerated Filer X_ Smaller Reporting Company __ |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes __ No X |
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Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. |
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Class Outstanding at July 31, 2010 |
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 | ||||
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ITEM 1. | Financial Statements: | |||
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| The information contained under the following captions in the Company's Quarterly Report to Investors as of and for the Six Months Ended June 30, 2010 is incorporated by reference herein. See Exhibit 19. | |||
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| Unaudited Condensed Consolidated Statements of Financial Position: | ||
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| June 30, 2010 and December 31, 2009 | |
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| Unaudited Condensed Consolidated Statements of Income and Retained Earnings: | ||
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| Three and Six Months Ended June 30, 2010 and June 30, 2009 | |
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| Unaudited Condensed Consolidated Statements of Cash Flows: | ||
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| Six Months Ended June 30, 2010 and June 30, 2009 | ||
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| Notes to Unaudited Condensed Consolidated Financial Statements | ||
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ITEM 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations: | |||
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| The information contained under the heading “Management's Discussion and Analysis of Financial Condition and Results of Operations” in the Company's Quarterly Report to Investors as of and for the Six Months Ended June 30, 2010 is incorporated by reference herein. See Exhibit 19. | |||
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ITEM 3. | Quantitative and Qualitative Disclosures About Market Risk: | |||
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| The information contained under the heading “Management's Discussion and Analysis of Financial Condition and Results of Operations -- Quantitative and Qualitative Disclosures about Market Risk" in the Company's Quarterly Report to Investors as of and for the Six Months Ended June 30, 2010 is incorporated by reference herein. See Exhibit 19. | |||
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ITEM 4T. | Controls And Procedures: | |||
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| We maintain a set of disclosure controls and procedures, as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. An evaluation was carried out as of the end of the period covered by this report, under the supervision and with the participation of the Company's management, including the Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), of the effectiveness of our disclosure controls and procedures. Based on that evaluation, the CEO and CFO have concluded that, as of June 30, 2010, the Company’s disclosure controls and procedures were effective. No system of controls, no matter how well designed and operated, can provide absolute assurance that the objectives of the system of controls are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. <PAGE> 2 | |||
| There have been no changes in the Company's internal control over financial reporting that occurred during the quarter ended June 30, 2010 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting. | |||
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PART II. OTHER INFORMATION | ||||
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ITEM 1. | Legal Proceedings: | |||
The Company is involved in various legal proceedings incidental to its business from time to time. In the opinion of Management, the ultimate resolution of any such known claims or proceedings is not expected to have a material effect on the Company’s financial position, liquidity or results of operations. | ||||
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ITEM 6. | Exhibits: | |||
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| (a) | Exhibits: | ||
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| 10.1 19 31.1 31.2 32.1 32.2 | Second Amendment to Loan and Security Agreement. Quarterly Report to Investors as of and for the Six Months Ended June 30, 2010. Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) / 15d-14(a) of the Securities Exchange Act of 1934. Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) / 15d-14(a) of the Securities Exchange Act of 1934. Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
SIGNATURES | |
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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. | |
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| 1st FRANKLIN FINANCIAL CORPORATION |
| Registrant |
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| __/s/ Ben F. Cheek, III____________ |
| Chairman and Chief Executive Officer |
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| __/s/ A. Roger Guimond__________ |
| Executive Vice President and Chief Financial Officer |
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Date: August 12, 2010 | |
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1st FRANKLIN FINANCIAL CORPORATION | ||
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INDEX TO EXHIBITS | ||
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Exhibit No. | Description | Page No. |
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10.1 19 31.1 31.2 32.1 32.2 | Second Amendment to Loan and Security Agreement. Quarterly Report to Investors as of and for the Six Months Ended June 30, 2010 Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) / 15d-14(a) of the Securities Exchange Act of 1934 Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) / 15d-14(a) of the Securities Exchange Act of 1934 Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | 5 10 29 30 31 32 |
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