10-Q 1 sec10q062007edgar.htm SEC FORM 10-Q SECURITIES AND EXCHANGE COMMISSION




SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C  20549

 

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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 June 30, 2007

 

OR

 

(  )

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ______________ to _____________

 

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Commission File Number 2-27985

 

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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

 

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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 __

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer.  See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.  (Check one)  Large Accelerated Filer ___  Accelerated Filer ___  Non-Accelerated Filer   X_  

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes __   No  X

 

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 July 31, 2007

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 information required hereunder is incorporated by reference to 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, 2007.  See Exhibit 19.

 

 

 

Unaudited Consolidated Statements of Financial Position:

 

 

 

June 30, 2007 and December 31, 2006

 

 

 

Unaudited Consolidated Statements of Income and Retained Earnings:

 

 

 

Three and Six Months Ended June 30, 2007 and June 30, 2006

 

 

 

Unaudited Consolidated Statements of Cash Flows:

 

 

Six Months Ended June 30, 2007 and June 30, 2006

 

 

 

Notes to Unaudited Consolidated Financial Statements

 

 

ITEM 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations:

 

 

The information required hereunder is incorporated by reference to 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, 2007.  See Exhibit 19.

 

ITEM 3.

Quantitative and Qualitative Disclosures About Market Risk:

 

 

The information required hereunder is incorporated by reference to 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, 2007.  See Exhibit 19.

 

ITEM 4.

Controls And Procedures:

 

 

 

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 of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.  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 Chairman and Chief Executive Officer ("CEO") and Executive Vice President 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, 2007, 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.


There have been no changes in the Company's internal control over financial reporting that occurred during the second quarter of 2007 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

 

ITEM 1.

Legal Proceedings:



From time to time, the Company is involved in various claims and lawsuits incidental to its business.  In the opinion of Management, it is too early to assess the potential liability in connection with any known claims or suits or whether the ultimate resolution of any such claims or suits could be expected to have a material effect on the Company’s financial position, liquidity or results of operations.

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ITEM 6.

Exhibits:

 

 

(a)

Exhibits:

 

 

 

 

 

 

19



31.1



31.2



32.1



32.2

Quarterly Report to Investors as of and for the Six Months Ended June 30, 2007


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

 

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 and Chief Executive Officer

 

 

__/s/  A. Roger Guimond__________

 

Executive Vice President and Chief Financial Officer

 

 

 

Date:

August 14, 2007

 

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1st FRANKLIN FINANCIAL CORPORATION

 

INDEX TO EXHIBITS

 

Exhibit No.

Description

Page No.

 

19



31.1




31.2




32.1




32.2

Quarterly Report to Investors as of and for the Six Months

     Ended June 30, 2007


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


6




24




25




26




27

 

 

 
























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