UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------
FORM 10-Q
xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended September 30, 20222023
OR
oTRANSITION 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 CorporationI.R.S. Employer Identification No. 58-0521233

135 East Tugalo Street
Post Office Box 880
Toccoa, Georgia 30577
(706) 886-7571
------------------------------

Securities registered pursuant to Section 12(b) of the Act: None
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 o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one) Large Accelerated Filer o Accelerated Filer o Non-Accelerated Filer x Smaller Reporting Company o Emerging Growth Company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
ClassOutstanding October 31, 20222023
Voting Common Stock, par value $100 per share1,700 Shares
Non-Voting Common Stock, no par value168,300 Shares



PART I. FINANCIAL INFORMATION
ITEM 1.    Financial Statements:
The information contained under the following captions in the Company's Quarterly Report to Investors as of and for the three and nine months ended September 30, 20222023 is incorporated by reference herein. See Exhibit 13.
Condensed Consolidated Statements of Financial Position (Unaudited): September 30, 20222023 and December 31, 20212022
Condensed Consolidated Statements of Income and Retained Earnings (Unaudited): Three and Nine Months Ended September 30, 20222023 and September 30, 20212022
Condensed Consolidated Statements of Comprehensive Income (Unaudited): Three and Nine Months Ended September 30, 20222023 and September 30, 20212022
Condensed Consolidated Statements of Stockholders’ Equity (Unaudited): Three and Nine Months Ended September 30, 20222023 and September 30, 20212022
Condensed Consolidated Statements of Cash Flows (Unaudited): Nine Months Ended September 30, 20222023 and September 30, 20212022
Notes to Unaudited Condensed Consolidated Financial Statements
ITEM 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations:
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 three and nine months ended September 30, 20222023 is incorporated by reference herein. See Exhibit 13.
ITEM 3.    Quantitative and Qualitative Disclosures About Market Risk:
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 three and nine months ended September 30, 20222023 is incorporated by reference herein. See Exhibit 13.
ITEM 4.    Controls and Procedures:
We maintain a set of disclosure controls and procedures, as such term is defined in Rule 15d-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 September 30, 2022,2023, 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 were no changes in the Company's internal control over financial reporting that occurred during the quarter ended September 30, 20222023 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
<PAGE> 1


PART II. OTHER INFORMATION
ITEM 1.    Legal Proceedings:
TheThere were no material developments in the Company’s legal proceedings during the quarter ended September 30, 2023.For previously reported information about the Company’s legal proceedings, refer to “Item 3.Legal Proceedings” in our Annual Report on Form 10-K for the year ended December 31, 2022 and “Part II.Other information, Item 1.Legal Proceedings” in our subsequent Quarterly Reports on Form 10-Q for the quarters ended March 31, 2023 and June 30, 2023.

In addition, the Company is, and expects to be, 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 adverse effect on the Company’s financial position, liquidity or results of operations.
ITEM 6.    Exhibits:
(a)Exhibits:
13
31.1
31.2
32.1
32.2
101.INSInline XBRL Instance Document.
101.SCHInline XBRL Taxonomy Extension Schema Document.
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document.
101.LABInline XBRL Taxonomy Extension Label Linkbase Document.
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document.
104Cover Page Interactive Data File (embedded within the Inline XBRL document).
<PAGE> 2


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/ Virginia C. Herring
President and Chief Executive Officer
(Principal Executive Officer)
/s/ Brian J. Gyomory
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
Date:    November 14, 20222023
<PAGE> 3


Exhibit 13
1stFRANKLIN FINANCIAL CORPORATION
FRANKLIN
FINANCIAL
CORPORATION
QUARTERLY
REPORT TO INVESTORS
AS OF AND FOR THE
THREE AND NINE MONTHS ENDED
SEPTEMBER 30, 20222023
1


MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following narrative is Management’s discussion and analysis of the foremost factors that influenced 1st Franklin Financial Corporation’s and its consolidated subsidiaries’ (the “Company”, “our” or “we”) financial condition and operating results as of and for the three-three and nine-month periodsnine months ended September 30, 20222023 and 2021.2022. This discussion and analysis and the accompanying unaudited condensed consolidated financial information should be read in conjunction with the Company's audited consolidated financial statements and related notes included in the Company’s 20212022 Annual Report. Results achieved in any interim period are not necessarily indicative of the results to be expected for any other interim or full year period.
Forward-Looking Statements:
Certain information in this discussion and other statements contained in this Quarterly Report are forward-looking statements within the meaning of the federal securities laws. Forward-looking statements are all statements other than those of historical fact. The Company's actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements contained herein, which involve known and unknown risks and uncertainties. Possible factors that could cause actual future results to differ from expectations include, but are not limited to, adverse general economic conditions, including changes in employment rates or in the interest rate environment, unexpected reductions in the size or collectability of our loan portfolio, unexpected increases in our allowance for credit losses, reduced sales or increased redemptions of our securities, unavailability of borrowings under our credit facility, federal and state regulatory changes affecting consumer finance companies, unfavorable outcomes in legal proceedings and adverse or unforeseen developments in any of the matters described under “Risk Factors” in our 20212022 Annual Report, as well as other factors referenced elsewhere in our filings with the Securities and Exchange Commission from time to time. The Company undertakes no obligation to update any forward-looking statements, except as required by law.
The Company:
We are engaged in the consumer finance business, primarily in making consumer installment loans to individuals. OtherOur other lending-related activities include the purchase of sales finance contracts from various dealers and the making of first and second mortgage real estate loans on real estate. All of our loans are at fixed rates, and contain fixed terms and fixed payments. The majority of our revenues are derived from finance charges earned on loans outstanding. Additional revenues are derived from earnings on investment securities, insurance income and other miscellaneous income. The Company and its operations are guided by a strategic plan which includes planned growth through strategic geographic expansion of our branch office network. As of September 30, 2022,2023, the Company’s business was operated through a network of 336118 branch offices locatedin Georgia, 47 in Alabama, Georgia, Kentucky, Louisiana, Mississippi,43 in South Carolina, 40 in Mississippi, 39 in Tennessee, 37 in Louisiana, 18 in Texas, 13 in Kentucky, and Texas.2 in Virginia.
WeIn connection with our business, we also offer optional single premium credit insurance coverageproducts to our customers when making a loan. Such coverageproducts may include credit life insurance, credit accident and health insurance, credit involuntary unemployment insurance and/or credit property insurance. Customers may request credit life insurance coverage to help assure that any outstanding loan balance is repaid if the customer dies before the loan is repaid or they may request accident and health insurance coverage to help continue loan payments if the customer becomes sick or disabled for an extended period of time. In certain states where offered, customers may choose involuntary unemployment insurance for payment protection in the form of loan payment assistance due to an unexpected job loss. Customers may also choose property insurance coverage to protect the value of loan collateral against damage, theft or destruction. We write these various insurance policiesproducts as an agent for a non-affiliated insurance company. Under various agreements, our wholly-owned insurance subsidiaries, Frandisco Life Insurance Company and Frandisco Property and Casualty Insurance Company, reinsure the insurance coverage on our customers written on behalf ofby this non-affiliated insurance company.
As previously disclosed, the Company suffered a cyber-attack against certain systems within the Company's network environment on or about November 17, 2022. The attack temporarily affected operations and caused delays in originating and servicing loans and investments at some locations. During the incident, the attackers had access to personally identifiable information ("PII") of certain Company employees, customers, and investors. The incident was limited to the Company's on-site file directory system and did not affect the Company's off-site core operating system. Full lending and investing operations were restored within days of the incident, and the Company provided notifications to all potentially-affected individuals. As of
1


November 14, 2023, the Company is named as a defendant in one consolidated consumer class action suit (which originally began as five separate cases alleging harm from the cyber-attack). The Company maintains a cyber insurance policy that we expect indemnifies the Company for the majority of the costs of investigation, remediation, business interruption, and costs pertaining to the breach.
Financial Condition:
The Company’s total assets increased $28.1$24.5 million (2%) to $1,146.3$1,187.4 million at September 30, 20222023 compared to $1,118.2$1,162.9 million at December 31, 2021.2022. The increase was primarily due to increasesan increase in our net loan portfolio and other assets that was partially offset by a decrease in cash and cash equivalents, restricted cash, the net loan portfolio and our other assets. A decrease in investment securities partially offset a portion of the overall increase in total assets.equivalents.
Cash and cash equivalents (excluding restricted cash) increased $13.6decreased $29.6 million (41%(60%) at September 30, 20222023 while restricted cash decreased $1.3 million (8%) compared to prior year-end. Funds generated from operations and an increase in sales of the Company’s senior debt securities were responsible for the increase.
2


December 31, 2022. Restricted cash consists of funds maintained in restricted accounts at the Company's insurance subsidiaries in order to comply with certain requirements imposed on insurance companies by the State of Georgia and to meet the reserve requirements of its reinsurance agreements. Restricted cash also includes escrow deposits held by the Company on behalf of certain mortgage real estate customers. At September 30, 2022, restricted cash increased $5.1 million (70%) compared to December 31, 2021. See Note 3, "Investment Securities" in the accompanying "Notes to Unaudited Condensed Consolidated Financial Statements" for further discussion of amounts held in trust. Restricted cash also includes escrow deposits held by the Company on behalf of certain mortgage real estate customers.
Gross loan originations increased $28.0 million for the three-month period ended September 30, 2023, compared to the same period last year. For the nine-month period ended September 30, 2023 originations were down $26.8 million compared to the same period last year. Our net loan portfolio increased $58.2 million (8%)5% to $809.1$842.3 million at September 30, 20222023 compared to $750.8$800.3 million at December 31, 2021.2022. Included in our net loan portfolio is our allowance for credit losses which reflects estimated current expected credit losses in the loan portfolio as of the date of the statement of financial position. Management increaseddecreased the allowance $5.9$4.2 million to $73.2$71.0 million asat September 30, 2022,2023, compared to $67.3$75.2 million at December 31, 2021.2022. See Note 2, “Allowance for Credit Losses,” in the accompanying “Notes to Unaudited Condensed Consolidated Financial Statements” for further discussion of the Company’s allowance for credit losses. Management believes the allowance for credit losses is adequate to cover expected losses inherent in the portfolio as of September 30, 2022;2023; however, unexpected changes in trends or deterioration in economic conditions could result in additional changes in the allowance. Any change in our allowance for credit losses could have a material impact on our results of operations or financial condition in the future.
The Company’s investment securities portfolio decreased $52.0$3.6 million (20%(2%) compared to the prior year-end. The majority of the decrease was due to a decrease in fair market values. Redemptions due to call options and maturities on certain securities also contributed to the decrease in the portfolio. The portfolio consists primarily of invested surplus funds generated by the Company's insurance subsidiaries. Management maintains what it believes to be a conservative approach when formulating its investment strategy. The Company does not participate in hedging programs, interest rate swaps or other similar activities. This investment portfolio consists mainly of U.S. Treasury bonds, government agency bonds, and various municipal bonds. Investment securities have been designated as “available for sale” at September 30, 20222023 with any unrealized gain or loss accounted for in the equity section of the Company’s consolidated statement of financial position, net of deferred income taxes for those investments held by the insurance subsidiaries as well as the statement of comprehensive income.
Operating lease right-of-use assets increased $3.1$3.6 million (9%) atin the nine months ended September 30, 2022 compared to December 31, 20212023 mainly due to an increasesincrease in the number branches in the Company's network.
Other assets remained flat. Increases inincreased by $13.4 million (34%) compared to the prior year-end. Capitalization of software development costs of $5.3 million and prepaid expenses and refundable income taxesof $4.1 million were offset by depreciation of fixed assets and a reductionthe primary drivers of the amount receivable from non-affiliated insurance companies.increase.
The Company's senior debt is comprised of a line of credit from a bank and the Company’s senior demand notes and commercial paper debt securities. Our subordinated debt is comprised of the variable rate subordinated debentures sold by the Company. The aggregate amount of senior and subordinated debt outstanding at September 30, 20222023 was $833.2$880.9 million compared to $746.2$833.4 million at December 31, 2021,2022, representing an increase of $86.9$47.5 million (12%(6%). TheThere was an increase of $18.9$41.8 million (62%) in senior demand notes and $71.6 million in commercial paper, together with operating cash flows, were used to reduce the outstanding balance on the bank line of credit and an increase of $22.3 million (4%) in commercial paper. Increases were partially offset by $2.9 million. Subordinated debentures decreased $0.6decreases of $15.7 million (14%) in 2022.senior demand notes and $0.8 million (3%) in subordinated debentures.
2


Operating lease liabilities increased $3.3$3.7 million (9%(10%) while accrued expenses and other liabilities decreased $14.9$12.4 million (37%(40%) to $24.9$18.8 million at September 30, 20222023 compared to $39.8$31.2 million at December 31, 2021.2022. Payment of $18.0$10.3 million for 20212022 incentive bonuses in February 20222023 was the primary factor causing the decrease in accrued expenses and other liabilities. Increases in accrued health insurance claims and rent expense offset a portion of the decrease.
Results of Operations:
During the three-three and nine-month periodsnine months ended September 30, 2022,2023, total revenues were $87.3$89.9 million and $253.1$259.5 million, respectively, compared to $77.1$87.3 million and $223.1$253.1 million during the same periods a year ago. Growth in the Company’s loan portfolio since the prior year comparable periods resulted in higher interest and finance charge revenue. Higher insurance revenues due to anThe increase in customers opting for credit insurance products at loan origination also contributed to the overall increase in total revenues during the comparable periods.
3


Net income decreased $8.4was partially offset by a $0.3 million (83%(2%) and $15.2$1.0 million (47%(2%) duringdecrease in insurance premium and commission revenue for the three-three and nine-month periodsnine months ended September 30, 2022, respectively,2023, respectively. Net income was $9.2 million, for the three-month period ended September 30, 2023, a $7.4 million (416%) increase compared to the same periodsperiod last year. The increase for the quarter is related to the decrease in provision for credit losses that was partially offset by increased interest and other operating expenses. Net income was $3.2 million for the nine-month period ended September 30, 2023, a $13.8 million (81%) decrease compared to the same period a year ago. Higher revenues were offset byThe decrease in net income for the nine-month period ended September 30, 2023 is attributable to increased interest expense, increased provision for loan losses, higher personnel expenses, travel expenses, advertising,expense, and software conversion expenses during the period just ended compared to a year ago.increased other operating expenses.
Net Interest Income
Net interest income represents the difference between income on earning assets (loans and investments) and the cost of funds on interest bearing liabilities. Our net interest income is affected by the size and mix of our loan and investment portfolios as well as the spread between interest and finance charges earned on the respective assets and interest incurred on our debt. Net interest income increased $7.9decreased $1.9 million (14%) and $22.5$3.3 million (14%) during the three-three and nine-month periodsnine months ended September 30, 2022,2023, respectively, compared to the same periods in 2021.2022. An increase in our average daily net principal loan balances of $115.7$23.9 million (15%(3%) during the nine-monthsnine months just ended compared to the same period a year ago resulted in higher interest and finance charges earned during the current year.was offset by increased borrowing costs.
Average daily borrowings increased $111.7$9.7 million (17%(1%) and $13.3 million (2%) for the three months ended September 30, 2023 and September 30, 2022, respectively. For the nine-month period ended September 30, 2023 average daily borrowings increased $63.9 million (8%), compared to the same period in 2022. The Company's average borrowing rates were 4.75% and 3.39% during the nine-month period ended September 30, 2023, and 2022, respectively. Interest expense increased $4.6 million (64%) and $10.4 million (52%) during the three and nine months just ended, respectively, compared to the same period in 2021. The Company's average borrowing rates were 3.39% and 3.37% during the nine-month periods ended September 30, 2022, and 2021, respectively. Interest expense increased $1.2 million (20%) and $3.0 million (17%) during the three- and nine-month periods just ended compared to the same period a year ago due to the higher average daily borrowings.borrowings and higher cost of funds.
Management projects that, based on historical results and current estimates, average net receivables will grow during the remainder of 2022,2023, and net interest income is expected to increase accordingly. However, a decrease in net receivables or an increase in interest rates on outstanding borrowings could negatively impact our net interest income.
Insurance IncomeRevenue
Insurance revenues were $1.1$0.3 million (8%(2%) higherand $1.0 million (2%) lower during the three-month periodthree and nine months ended September 30, 2022,2023, respectively, compared to September 30, 2021. During the nine-month comparablesame periods insurance revenues were $3.6 million (9%) higher during the period just ended mainly due to higher premiums written.a year ago. Insurance claims and expenses increased $0.4decreased $0.7 million (11%(16%) duringfor the three-month period just ended; however,ended and there was an increasea decrease of $1.5$1.4 million (13%(10%) during the nine-month period just ended, as compared to the same periods a year ago.
Other Revenue
Other revenue increased $0.2 million (9%) for the three months ended September 30, 2023, compared to the same period last year. For the nine months ended September 30, 2023, other revenue increased $0.3 million (5%) compared to the same period a year ago. The increase in claims and expenses during the nine-month period ended September 30, 2022 was primarily the result of changes in the actuarial estimate of losses that resulted in an adjustment of $1.0 million to the Company's reserve for Accident and Health claims.
Other Revenue
Other revenue increased $0.1 million (8%) and $0.9 million (21%) during the three- and nine-months ended September 30, 2022, compared to the same periods a year agoincreases are mainly due to increased service charges and sales of auto club memberships offered to loan customers.customers and a cash-back rebate from the Company's corporate credit card provider.
Provision for Credit Losses
The Company’s provision for credit losses is a charge against earnings to maintain the allowance for credit losses at a level that Management estimates is adequate to cover expected losses as of the date of the statement of financial position. See Note 2. “Allowance for Credit Losses,” in the accompanying “Notes to Consolidated Financial Statements” for further discussion of the Company’s provision for credit losses.
3


The provision for credit losses increased $15.2decreased $10.1 million (157%(41%) and $33.2 million (139%) duringfor the three- and nine-month periodsthree-month period ended September 30, 20222023, compared to September 30, 2022. For the nine-month period ended September 30, 2023 the provision for credit losses increased $5.2 million (9%) compared to the same period last year. Net charge-offs increased $0.1 million (0%) and $15.4 million (30%) to $20.1 million and $66.5 million during the three and nine months ended September 30, 2023, respectively, compared to the same periods last year. Net charge-offs were $20.0 million and $10.0 million during the three-month periods ended September 30, 2022, and 2021, respectively. Net charge-offs were $51.1 million and $26.9 million during the nine-month periods ended September 30, 2022, and 2021, respectively.
Determining a proper allowance for credit losses is a critical accounting estimate which involves Management’s judgment with respect to certain relevant factors, such as historical and expected loss trends, unemployment rates in various locales, delinquency levels, bankruptcy trends and overall general and industry specific economic conditions. Management attributes the credit loss increase to inflation driven increases to the cost goods and services consumed by borrowers in the segment. The cyber-attack on the Company impacted its ability to service past due accounts in accordance with standard business practices, resulting higher delinquency.
Delinquency, bankruptcy, non-performing loans, and debt restructurings are returning to levels experienced prior to the third quarter of 2022. The percent of the gross loan portfolio greater than 30 days delinquent is 7.73%7.71% at September 30, 20222023, compared to 6.04%9.44% at December 31, 2021.2022. The ratio of bankrupt accounts to the gross loan portfolio balance was 1.51% at September 30, 20222023 and 1.27%1.56% at December 31, 2021, respectively.2022.
4


Concerns over interest rate levels,Management considers recent economic factors in its analysis. The U.S. Federal Reserve raised the Federal Funds Rate for the 11th consecutive time on July 26, 2023, representing a cumulative increase of 5.25% since March 2022’s near zero rate. The benchmark Federal Funds Rate is at a 16-year high. Despite the central bank’s efforts, prices of consumer goods have increased, although energy prices domestic and global policy issues, trade policyappear to have stabilized. Unemployment remains near historic lows at 3.8% as of September 30, 2023. Federal Reserve Chairman Powell stated that conditions in the U.S. and geopolitical events, as well asbanking sector improved since the implicationsfailure of those events ontwo large banks in March. Rate actions have reduced the markets in general, further addinflation rate; however, inflation has not decreased to the global uncertainty. There is also a risk that interest rate increases to fight inflation could lead to a recession. Interest rate levels and energy prices, in combination with global economic conditions, fiscal and monetary policy and the level of regulatory scrutiny of financial institutions will likely continue to impact our results for the remainder of 2022 and into 2023.U.S. Federal Reserve's target rate.
Management determined that certain snapshot periods included in the estimation model benefited from government stimulus actions and the benefit to loss rates from those stimulus actions is expected to continue to decline over time.The Company’s expected credit loss model uses loss history from periods that may include the effect of government stimulus in estimating the allowance for expected credit losses.Based on the impact of periods that may include the benefit of government stimulus on loss rates and economic uncertainty, management concluded that a qualitative adjustment was required to sufficiently provide for expected credit losses. Management calculated a qualitative adjustment totaling $14.5 million by incorporating emerging post pandemic pool loss rates in an estimation model. The allowance for credit losses increaseddecreased by $4.9$5.3 million and $5.9$4.2 million to $73.2$71.0 million for the three-three and nine-months periodsnine months ended September 30, 2022.2023 compared to the same periods last year, respectively.
Management believes that the allowance for credit losses, as calculatedestimated in accordance with the
Company’s current expected credit loss (“CECL”) methodology, is appropriate to cover expected credit losses on loans at September 30, 2022;2023; however, because the allowance for credit losses is based on estimates, there can be no assurance that the ultimate charge-off amount will match such estimates.
During the quarter ended September 30, 2023, the Company selected a new technique to estimate the allowance for credit losses. For further information regarding the change in technique, refer to the Critical Accounting Policies section below. In addition, please see Note 2, "Loans" in the accompanying "Notes to Unaudited Condensed Consolidated Financial Statements" for further discussion of estimated credit losses. Management may determine it is appropriate to increase or decrease the allowance for expected credit losses in future periods,period, or actual losses in any period, either of which events could have a material impact on our results of operations in the future.
Other Operating Expenses
Other operating expenses increased $1.6$1.4 million (3%) and $7.2increased $5.7 million (5%(4%) during the three-three and nine-month periodsnine months ended September 30, 2022,2023, respectively, compared to the same periods a year ago. Other operating expenses encompass personnel expense, occupancy expense and miscellaneous other expenses.
Personnel expense increased $0.6 million (2%) and decreased $0.5$2.1 million (2%) during the three-month period compared to an increase of $0.4 million (0%) during the nine-month periodthree and nine months ended September 30, 2022,2023, respectively, compared to the same periods in 2021. A lower bonus accrual during the three-month period offset increased base salaries and medical expenses.2022. Inflation-based salary adjustments for certain team members and an increase in claims associated with the Company’s self-insured medical program were offset by the lower bonus accrual and capitalization of employee salaries attributable to software development for the three and nine-month period.periods.
Occupancy expenses increased $0.2 million (4%) during the three-month period and increased $0.2$1.4 million (2%(11%) during the nine-month period justthree and nine months ended September 30, 2023, respectively, compared to the same periods a year ago. Lower depreciationIncreases in monthly rent expenses, maintenance expenses, and amortization was offset by increased rent and maintenancenew branch openings attributed to the increase in occupancy expenses.
Other expenses increased $1.8$0.7 million (14%(4%) and $6.6$6.4 million (18%(15%) during the three-three and nine-month periodsnine months ended September 30, 2022,2023, respectively, compared to the same periods in 2021.2022. Higher travel expenses related to the Company’s return to an in-person annual managers meeting (which had been held via remote communication the prior year due to the COVID-19 pandemic), marketing expenses, postage expenses, andfees for
4


marketing, information technology expenses, credit bureau dues, and legal and audit fees were the primary factors driving the increase in miscellaneous other operating expenses during the three-three and nine-month periodsnine months ended September 30, 20222023 as compared to the same periodperiods in 2021.2022.
Income Taxes
The Company has elected to be, and is, treated as an S corporation for income tax reporting purposes. Taxable income or loss of an S corporation is passed through to, and included in, the individual tax returns of the shareholders of the Company, rather than being taxed at the corporate level. Notwithstanding this election, however, income taxes continue to be reported for, and paid by, the Company's insurance subsidiaries as they are not allowed to be treated as S corporations, and for the Company’s state taxes in Louisiana, which does not recognize S corporation status. Deferred income tax assets and liabilities are recognized and provisions for current and deferred income taxes continue to be recorded by the Company’s subsidiaries. The Company uses the liability method of accounting for deferred income taxes and provides deferred income taxes for all significant income tax temporary differences.
5


Effective income tax rates wererate was 13% and 52% during the three and nine months ended September 30, 2023, respectively, compared to 43% and 16% during the three- and nine-monthsame periods ended September 30, 2022 compared to 9% and 8% during the three- and nine-month periods ended September 30, 2021. During the current year, the S corporation2022. The effective income was lower than the prior year, which decreased the overall pre-tax income of the consolidated Company resulting in a higher effective tax rate fordiffers from the 2022 reporting period comparedstatutory rate due to changes in the same period in 2021.proportion of income earned by the Company's insurance subsidiaries.
Quantitative and Qualitative Disclosures About Market Risk:
The possibility of market fluctuations in market interest rates during the remainder of the year could have an impact on our net interest margin. Please refer to the market risk analysis discussion contained in our Annual Report as of and for the year ended December 31, 20212022 for a more detailed analysis of our market risk exposure. There have been no material changes to our market risk during the three-monthsnine months ended September 30, 2022.2023.
Liquidity and Capital Resources:
As of September 30, 20222023 and December 31, 2021,2022, the Company had $46.7$20.0 million and $33.1$49.7 million, respectively, invested in cash and cash equivalents (excluding restricted cash), the majority of which was held by the insurance subsidiaries.
The Company’s investments in marketable securities can be readily converted into cash, if necessary. State insurance regulations limit the use an insurance company can make of its assets. Dividend payments to a parent company by its wholly-owned life insurance subsidiary are subject to annual limitations and are restricted to the lesser of 10% of policyholders’ surplus or the net statutory gain from operations before recognizing realized investment gains of the individual insurance subsidiary during the prior year. Dividend payments to a parent company by its wholly-owned property and casualty insurance subsidiary are subject to annual limitations and are restricted to the lesser of 10% of policyholders’ surplus or the net statutory income before recognizing realized investment gains of the individual insurance subsidiary during the prior two years.
At December 31, 2021,2022, Frandisco Property and Casualty Insurance Company and Frandisco Life Insurance Company had a statutory surplus of $132.0 million and $96.2 million, respectively. The maximum aggregate amount of dividends these subsidiaries can pay to the Company during 2022,2023, without prior approval of the Georgia Insurance Commissioner, is approximately $40.8$46.8 million. On November 30, 2021, Management submitted a requestThe Company requested and received approval from the Georgia Insurance Department for approval of two separate transactions involving dividends and/or lines of credit with maximum amounts of $75.0 million from Frandisco Life Insurance Company and $95.0$105.0 million from Frandisco Property and Casualty Insurance Company. The request was approved by the Georgia Insurance Department on January 20, 2022Company for transactions on or before December 31, 2022.2023. Effective February 1, 2022,March 31, 2023, Frandisco Property and Casualty Insurance Company and Frandisco Life Insurance Company amended their previous $60.0 million unsecured revolving lines of credit available to the Company extendingto $105.0 million and $75.0 million, respectively and extended the term of each respective line of credit to December 31, 20252026. At September 30, 2023, an advance of $30 million and defining theaccrued interest rateof $0.4 million on outstanding balances as the prime rate of interest as published in the Wall Street Journal. No amounts are currentlythis advance was outstanding on these lines.the Parent's credit line with Frandisco Property and Casualty Insurance Company.
Most of the Company’s liquidity requirements are financed through the collection of receivables and through the sale of short-term and long-term debt securities. The Company’s continued liquidity is therefore dependent on the collection of its receivables and the sale of debt securities that meet the investment requirements of the public. Overall, debt securities increased $89.8$5.7 million (13%(1%) between December 31, 20212022 and September 30, 2022.2023. In addition to its receivables and securities sales, the Company has an external
5


source of funds available under a credit facility with Wells Fargo Bank, N.A. (as amended, the “credit agreement”). The credit agreement provides for borrowings of up to $230.0 million or 70% of the Company's net finance receivables (as defined in the credit agreement), whichever is less, and has a maturity date of February 28, 2025. Available borrowings under the credit agreement were $172.6$120.7 million and $169.7$162.5 million at September 30, 20222023 and December 31, 20212022 at an interest rate of 5.30%8.18% and 3.50%6.97%, respectively. The credit agreement contains covenants customary for financing transactions of this type.
The credit agreement requires the Company to comply with certain covenants customary for financing transactions of this nature, including, among others, maintaining a minimum interest coverage ratio, a minimum loss reserve ratio, a minimum ratio of earnings to interest, taxes and depreciation and amortization to interest expense, a minimum asset quality ratio, a minimum consolidated tangible net worth ratio, and a maximum debt to tangible net worth ratio, each as defined. The Company must also comply with certain restrictions on its activities consistent with credit facilities of this type, including limitations on: (a) restricted payments; (b) additional debt obligations (other than specified debt obligations); (c) investments (other than specified investments); (d) mergers, acquisitions, or a liquidation or winding up; (e) modifying its organizational
6


documents or changing lines of business; (f) modifying certain contracts; (g) certain affiliate transactions; (h) sale-leaseback, synthetic lease, or similar transactions; (i) guaranteeing additional indebtedness (other than specified indebtedness); (j) capital expenditures; or (k) speculative transactions. The credit agreement also restricts the Company or any of its subsidiaries from creating or allowing certain liens on their assets, entering into agreements that restrict their ability to grant liens (other than specified agreements), or creating or allowing restrictions on any of their ability to make dividends, distributions, inter-company loans or guaranties, or other inter-company payments, or inter-company asset transfers. At September 30, 2022, the Company believes it was in compliance with all covenants. The Company believes that it will remain in compliance with these covenants and obligations for the foreseeable future.
Any increase in the Company’s allowance for credit losses would not directly affect the Company’s liquidity, as any adjustment to the allowance has no impact on cash; however, an increase in the actual loss rate may have a material adverse effect on the Company’s liquidity. The inability to collect loans could materially impact the Company’s liquidity in the future.
The Company anticipates that its cash and cash equivalents, cash flows from operations, available lines of credit, and borrowings from time to time under the credit agreement will be sufficient to fund its liquidity needs for the next 12 months and thereafter for the foreseeable future
Critical Accounting Policies:
The accounting and reporting policies of the Company are in accordance with accounting principles generally accepted in the United States and conform to general practices within the financial services industry. The Company’s critical accounting and reporting policies include the allowance for credit losses, revenue recognition and insurance claims reserves.
Allowance for Credit Losses
The Company adopted Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments using the modified retrospective method for all financial assets measured at amortized cost. Provisions for credit losses are charged to operations in amounts sufficient to maintain the allowance for credit losses at a level considered adequate to cover expected credit losses in our loan portfolio.
The allowance for credit losses is established based on the determination of the amount of expected losses inherent in the loan portfolio as of the reporting date. LoansWhen the Company implemented ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASU 2016-13") we implemented an open pool method. The method evaluated loans outstanding with similar risk characteristics are collectively evaluated in pools, utilizing an open pool loss rate method, whereby a historical loss rate is calculated and applied to the balance of loans outstanding in the portfolio at each reporting period. This historical loss rate iswas then adjusted by a macroeconomic forecast and other qualitative factors, as appropriate, to fully reflect the expected losses in the loan portfolio.
For the period ending September 30, 2023, we utilized a Probability of Default ("PD") / Loss Given Default ("LGD") technique to estimate the allowance for credit losses, in which the estimated loss is equal to the product of PD and LGD. Historical net finance receivables are tracked over the term of the loan pools to identify the instances of loss (PDs) and the average severity of losses (LGDs). We engaged a major rating service provider to assist with incorporating a reasonable and supportable forecast which is utilized to support the adjustments of our historical loss experience. Key segmentation in the technique is origination vintage, remaining contractual term, risk score and state of origination. The technique produces a variety of alternative economic scenarios. We consider how macroeconomic or other factors might impact expected credit losses over the remaining maturity of the portfolio and determine which scenario(s) and specific scenario weights to be applied within the estimation. The allowance for credit losses recorded in the balance sheet reflects our best
6


estimate of expected credit losses. There was not a material impact on the Company’s expected credit losses as a result of the change. The output of both models was within the range of acceptable values.
Revenue Recognition
Accounting principles generally accepted in the United States require that an interest yield method be used to calculate the income recognized on accounts which have precomputed charges. An interest yield method is used by the Company on each individual account with precomputed charges to calculate income for those active accounts; however, state regulations often allow interest refunds to be made according to the Rule of 78’s method for payoffs and renewals. Since the majority of the Company's accounts with precomputed charges are paid off or renewed prior to maturity, the result is that most of those accounts effectively yield on a Rule of 78's basis.
Precomputed finance charges are included in the gross amount of certain direct cash loans and sales finance contracts and certain real estate loans.contracts. These precomputed charges are deferred and recognized as income on an accrual basis using the effective interest method. Some other cash loans and real estate loans, which do not have precomputed charges, have income recognized on a simple interest accrual basis. Income is not accrued on any loan that is more than 60 days past due.
Loan fees and origination costs are deferred and recognized as adjustments to the loan yield over the contractual life of the related loan.
The property and casualty credit insurance policies written by the Company, as agent for a non-affiliated insurance company, are reinsured by the Company’s property and casualty insurance subsidiary. The premiums on these policies are deferred and earned over the period of insurance coverage using the pro-rata method or the effective yield method, depending on whether the amount of insurance coverage generally remains level or declines.
7


The credit life and accident and health insurance policies written by the Company, as agent for a non-affiliated insurance company, are reinsured by the Company’s life insurance subsidiary. The premiums are deferred and earned using the pro-rata method for level-term life insurance policies and the effective yield method for decreasing-term life policies. Premiums on accident and health insurance policies are earned based on an average of the pro-rata method and the effective yield method.
Insurance Claims Reserves
Included in unearned insurance premiums and commissions on the Unaudited Condensed Consolidated Statements of Financial Position are reserves for incurred but unpaid credit insurance claims for policies written by the Company, as agent for a non-affiliated insurance underwriter, and reinsured by the Company’s wholly-owned insurance subsidiaries. These reserves are established based on generally accepted actuarial methods. In the event that the Company’s actual reported losses for any given period are materially in excess of the previously estimated amounts, such losses could have a material adverse effect on the Company’s results of operations.
Different assumptions in the application of any of these policies could result in material changes in the Company’s consolidated financial position or consolidated results of operations.
Recent Accounting Pronouncements:
See “Recent Accounting Pronouncements” in Note 1 to the accompanying “Notes to Unaudited Condensed Consolidated Financial Statements” for a discussion of any applicable recently adopted accounting standards and the expected impact of accounting standards recently issued but not yet required to be adopted. For pronouncements already adopted, any material impacts on the Company’s condensed consolidated financial statements are discussed in the applicable section(s) of this Management’s Discussion and Analysis of Financial Condition and Results of Operations, and the accompanying Notes to Unaudited Condensed Consolidated Financial Statements.
87


1st FRANKLIN FINANCIAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(Unaudited)
September 30,
2022
December 31,
2021
September 30,
2023
December 31,
2022
ASSETSASSETSASSETS
CASH AND CASH EQUIVALENTSCASH AND CASH EQUIVALENTS$46,679,743 $33,060,390 CASH AND CASH EQUIVALENTS$20,017,378 $49,652,729 
RESTRICTED CASHRESTRICTED CASH12,429,013 7,306,430 RESTRICTED CASH14,477,962 15,781,499 
LOANS:LOANS:LOANS:
Direct Cash LoansDirect Cash Loans928,691,200 873,432,972 Direct Cash Loans944,916,072 911,821,593 
Real Estate LoansReal Estate Loans39,934,883 45,972,414 Real Estate Loans31,376,575 37,323,155 
Sales Finance ContractsSales Finance Contracts140,644,882 118,959,994 Sales Finance Contracts171,943,423 146,507,130 
1,109,270,965 1,038,365,380 1,148,236,070 1,095,651,878 
Less: Unearned Finance ChargesLess: Unearned Finance Charges158,316,174 151,081,033 Less: Unearned Finance Charges167,796,641 154,630,023 
Unearned Insurance Premiums and CommissionsUnearned Insurance Premiums and Commissions68,653,029 69,124,817 Unearned Insurance Premiums and Commissions67,163,033 65,536,077 
Allowance for Credit LossesAllowance for Credit Losses73,226,636 67,311,208 Allowance for Credit Losses70,980,000 75,210,063 
Net LoansNet Loans809,075,126 750,848,322 Net Loans842,296,396 800,275,715 
INVESTMENT SECURITIES:INVESTMENT SECURITIES:INVESTMENT SECURITIES:
Available for Sale, at fair valueAvailable for Sale, at fair value209,554,380 261,601,925 Available for Sale, at fair value216,428,630 220,028,343 
OTHER ASSETS:OTHER ASSETS:OTHER ASSETS:
Operating Lease Right-of-Use AssetsOperating Lease Right-of-Use Assets37,908,784 34,768,208 Operating Lease Right-of-Use Assets41,739,840 38,153,238 
Other AssetsOther Assets30,649,965 30,636,660 Other Assets52,447,396 39,032,732 
68,558,749 65,404,868 94,187,236 77,185,970 
TOTAL ASSETSTOTAL ASSETS$1,146,297,011 $1,118,221,935 TOTAL ASSETS$1,187,407,602 $1,162,924,256 
LIABILITIES AND STOCKHOLDERS' EQUITYLIABILITIES AND STOCKHOLDERS' EQUITYLIABILITIES AND STOCKHOLDERS' EQUITY
SENIOR DEBTSENIOR DEBT$804,119,420 $716,536,361 SENIOR DEBT$852,762,952 $804,442,227 
OPERATING LEASE LIABILITIESOPERATING LEASE LIABILITIES38,738,886 35,439,377 OPERATING LEASE LIABILITIES42,762,343 39,019,208 
ACCRUED EXPENSES AND OTHER LIABILITIESACCRUED EXPENSES AND OTHER LIABILITIES24,898,612 39,796,100 ACCRUED EXPENSES AND OTHER LIABILITIES18,808,903 31,163,971 
SUBORDINATED DEBTSUBORDINATED DEBT29,049,055 29,692,344 SUBORDINATED DEBT28,165,151 29,005,826 
Total LiabilitiesTotal Liabilities896,805,973 821,464,182 Total Liabilities942,499,349 903,631,232 
STOCKHOLDERS' EQUITY:STOCKHOLDERS' EQUITY:STOCKHOLDERS' EQUITY:
Preferred Stock: $100 par value, 6,000 shares authorized; no shares outstanding— — 
Preferred Stock: $100 par value, 6,000 shares authorized; 0 shares outstandingPreferred Stock: $100 par value, 6,000 shares authorized; 0 shares outstanding— — 
Common StockCommon StockCommon Stock
Voting Shares; $100 par value; 2,000 shares authorized; 1,700 shares outstandingVoting Shares; $100 par value; 2,000 shares authorized; 1,700 shares outstanding170,000 170,000 Voting Shares; $100 par value; 2,000 shares authorized; 1,700 shares outstanding170,000 170,000 
Non-Voting Shares; no par value; 198,000 shares authorized; 168,300 shares outstandingNon-Voting Shares; no par value; 198,000 shares authorized; 168,300 shares outstanding— — Non-Voting Shares; no par value; 198,000 shares authorized; 168,300 shares outstanding— — 
Accumulated Other Comprehensive (Loss) Income(37,004,681)9,736,651 
Accumulated Other Comprehensive (Loss)Accumulated Other Comprehensive (Loss)(41,258,658)(26,401,816)
Retained EarningsRetained Earnings286,325,719 286,851,102 Retained Earnings285,996,911 285,524,840 
Total Stockholders' EquityTotal Stockholders' Equity249,491,038 296,757,753 Total Stockholders' Equity244,908,253 259,293,024 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITYTOTAL LIABILITIES AND STOCKHOLDERS' EQUITY$1,146,297,011 $1,118,221,935 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY$1,187,407,602 $1,162,924,256 
See Notes to Unaudited Condensed Consolidated Financial Statements
98


1st FRANKLIN FINANCIAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
(Unaudited)
Three Months Ended
September 30,
Nine Months Ended
September 30,
Three Months Ended
September 30,
Nine Months Ended
September 30,
20222021202220212023202220232022
INTEREST INCOMEINTEREST INCOME$70,724,286 $61,655,769 $204,867,038 $179,429,799 INTEREST INCOME$73,421,166 $70,724,286 $212,045,097 $204,867,038 
INTEREST EXPENSEINTEREST EXPENSE7,123,645 5,944,752 19,988,429 17,031,188 INTEREST EXPENSE11,708,246 7,123,645 30,424,167 19,988,429 
NET INTEREST INCOMENET INTEREST INCOME63,600,641 55,711,017 184,878,609 162,398,611 NET INTEREST INCOME61,712,920 63,600,641 181,620,930 184,878,609 
Provision for Loan Losses24,967,844 9,720,108 57,024,372 23,853,439 
Provision for Credit LossesProvision for Credit Losses14,827,391 24,967,844 62,236,416 57,024,372 
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSESNET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES38,632,797 45,990,909 127,854,237 138,545,172 NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES46,885,529 38,632,797 119,384,514 127,854,237 
INSURANCE INCOMEINSURANCE INCOMEINSURANCE INCOME
Premiums and CommissionsPremiums and Commissions14,772,163 13,700,612 42,851,191 39,236,865 Premiums and Commissions14,447,793 14,772,163 41,830,689 42,851,191 
Insurance Claims and ExpensesInsurance Claims and Expenses4,513,929 4,070,160 13,731,066 12,189,831 Insurance Claims and Expenses3,793,588 4,513,929 12,360,980 13,731,066 
Total Net Insurance IncomeTotal Net Insurance Income10,258,234 9,630,452 29,120,125 27,047,034 Total Net Insurance Income10,654,205 10,258,234 29,469,709 29,120,125 
OTHER REVENUEOTHER REVENUE1,835,940 1,693,871 5,381,846 4,457,156 OTHER REVENUE2,002,447 1,835,940 5,641,872 5,381,846 
OTHER OPERATING EXPENSESOTHER OPERATING EXPENSESOTHER OPERATING EXPENSES
Personnel ExpensePersonnel Expense28,417,796 28,876,677 86,643,628 86,266,090 Personnel Expense28,968,385 28,417,796 84,546,352 86,643,628 
Occupancy ExpenseOccupancy Expense4,571,707 4,382,379 13,284,849 13,086,943 Occupancy Expense4,776,283 4,571,707 14,727,662 13,284,849 
OtherOther14,596,721 12,770,720 42,265,283 35,670,630 Other15,252,548 14,596,721 48,624,026 42,265,283 
TotalTotal47,586,224 46,029,776 142,193,760 135,023,663 Total48,997,216 47,586,224 147,898,040 142,193,760 
INCOME BEFORE INCOME TAXESINCOME BEFORE INCOME TAXES3,140,747 11,285,456 20,162,448 35,025,699 INCOME BEFORE INCOME TAXES10,544,965 3,140,747 6,598,055 20,162,448 
Provision for Income TaxesProvision for Income Taxes1,359,786 1,060,890 3,201,942 2,901,579 Provision for Income Taxes1,346,979 1,359,786 3,440,894 3,201,942 
NET INCOMENET INCOME$1,780,961 $10,224,566 $16,960,506 $32,124,120 NET INCOME$9,197,986 $1,780,961 $3,157,161 $16,960,506 
BASIC AND DILUTED EARNINGS PER SHAREBASIC AND DILUTED EARNINGS PER SHAREBASIC AND DILUTED EARNINGS PER SHARE
170,000 Shares Outstanding for All Periods (1,700 voting, 168,300 non-voting)170,000 Shares Outstanding for All Periods (1,700 voting, 168,300 non-voting)$10.48 $60.14 $99.77 $188.97 170,000 Shares Outstanding for All Periods (1,700 voting, 168,300 non-voting)$54.11 $10.48 $18.57 $99.77 
See Notes to Unaudited Condensed Consolidated Financial Statements
9


1st FRANKLIN FINANCIAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
Three Months Ended
September 30,
Nine Months Ended
September 30,
2023202220232022
Net Income$9,197,986 $1,780,961 $3,157,161 $16,960,506 
Other Comprehensive (Loss):
Net changes related to available-for-sale securities
Unrealized (losses)(21,458,438)(18,369,401)(18,582,360)(58,740,515)
Income tax benefit4,503,368 3,849,925 3,904,323 12,319,839 
Net unrealized (losses)(16,955,070)(14,519,476)(14,678,037)(46,420,676)
Less reclassification of gain to net income80,690 116,198 178,805 320,656 
Total Other Comprehensive (Loss)(17,035,760)(14,635,674)(14,856,842)(46,741,332)
Total Comprehensive (Loss)$(7,837,774)$(12,854,713)$(11,699,681)$(29,780,826)
See Notes to Unaudited Condensed Consolidated Financial Statements
10


1st FRANKLIN FINANCIAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMESTOCKHOLDERS' EQUITY
(Unaudited)
Three Months EndedNine Months Ended
September 30,September 30,
2022202120222021
Net Income$1,780,961 $10,224,566 $16,960,506 $32,124,120 
Other Comprehensive Loss:
Net changes related to available-for-sale securities
Unrealized losses(18,369,401)(4,212,937)(58,740,515)(5,890,515)
Income tax benefit3,849,925 882,597 12,319,839 1,243,553 
Net unrealized losses(14,519,476)(3,330,340)(46,420,676)(4,646,962)
Less reclassification of gain to net income116,198 67,506 320,656 435,413 
Total Other Comprehensive Loss(14,635,674)(3,397,846)(46,741,332)(5,082,375)
Total Comprehensive Income (Loss)$(12,854,713)$6,826,720 $(29,780,826)$27,041,745 
Common StockRetained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)
Total
SharesAmount
Three Months Ended September 30, 2023:
Balance at June 30, 2023170,000$170,000 $276,798,925 $(24,222,898)$252,746,027 
Comprehensive Income:
Net Income— 9,197,986 — 
Other Comprehensive Loss— — (17,035,760)
Total Comprehensive Loss— — — (7,837,774)
Cash Distributions Paid— — — — 
Balance at September 30, 2023170,000$170,000 $285,996,911 $(41,258,658)$244,908,253 
Three Months Ended September 30, 2022:
Balance at June 30, 2022170,000$170,000 $291,793,297 $(22,369,007)$269,594,290 
Comprehensive Income:
Net Income— 1,780,961 — 
Other Comprehensive Loss— — (14,635,674)
Total Comprehensive Loss— — — (12,854,713)
Cash Distributions Paid— (7,248,539)— (7,248,539)
Balance at September 30, 2022170,000$170,000 $286,325,719 $(37,004,681)$249,491,038 
Nine Months Ended September 30, 2023:
Balance at December 31, 2022170,000$170,000 $285,524,840 $(26,401,816)$259,293,024 
Comprehensive Income:
Net Income— 3,157,161 — 
Other Comprehensive Loss— — (14,856,842)
Total Comprehensive Loss— — — (11,699,681)
Cash Distributions Paid— (2,685,090)— (2,685,090)
Balance at September 30, 2023170,000$170,000 $285,996,911 $(41,258,658)$244,908,253 
Nine Months Ended September 30, 2022:
Balance at December 31, 2021170,000$170,000 $286,851,102 $9,736,651 $296,757,753 
Comprehensive Income:
Net Income— 16,960,506 — 
Other Comprehensive Loss— — (46,741,332)
Total Comprehensive Loss— — — (29,780,826)
Cash Distributions Paid— (17,485,889)— (17,485,889)
Balance at September 30, 2022170,000$170,000 $286,325,719 $(37,004,681)$249,491,038 
See Notes to Unaudited Condensed Consolidated Financial Statements
11


1st FRANKLIN FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(Unaudited)
Common StockRetained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)
Total
SharesAmount
Three Months Ended September 30, 2022:
Balance at June 30, 2022170,000$170,000 $291,793,297 $(22,369,007)$269,594,290 
Comprehensive Income:
Net Income— 1,780,961 — 
Other Comprehensive Loss— — (14,635,674)
Total Comprehensive Loss— — — (12,854,713)
Cash Distributions Paid— (7,248,539)— (7,248,539)
Balance at September 30, 2022170,000$170,000 $286,325,719 $(37,004,681)$249,491,038 
Three Months Ended September 30, 2021:
Balance at June 30, 2021170,000$170,000 $276,715,649 $11,582,398 $288,468,047 
Comprehensive Income:
Net Income— 10,224,566 — 
Other Comprehensive Loss— — (3,397,846)
Total Comprehensive Income— — — 6,826,720 
Cash Distributions Paid— (4,150,000)— (4,150,000)
Balance at September 30, 2021170,000$170,000 $282,790,215 $8,184,552 $291,144,767 
Nine Months Ended September 30, 2022:
Balance at December 31, 2021170,000$170,000 $286,851,102 $9,736,651 $296,757,753 
Comprehensive Income:
Net Income— 16,960,506 — 
Other Comprehensive Loss— — (46,741,332)
Total Comprehensive Loss— — — (29,780,826)
Cash Distributions Paid— (17,485,889)— (17,485,889)
Balance at September 30, 2022170,000$170,000 $286,325,719 $(37,004,681)$249,491,038 
Nine Months Ended September 30, 2021:
Balance at December 31, 2020170,000$170,000 $265,002,401 $13,266,927 $278,439,328 
Comprehensive Income:
Net Income— 32,124,120 — 
Other Comprehensive Loss— — (5,082,375)
Total Comprehensive Income— — — 27,041,745 
Cash Distributions Paid— (14,336,306)— (14,336,306)
Balance at September 30, 2021170,000$170,000 $282,790,215 $8,184,552 $291,144,767 
See Notes to Unaudited Condensed Consolidated Financial Statements
12


1ST FRANKLIN FINANCIAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended
September 30,
Nine Months Ended
September 30,
2022202120232022
CASH FLOWS FROM OPERATING ACTIVITIES:CASH FLOWS FROM OPERATING ACTIVITIES:CASH FLOWS FROM OPERATING ACTIVITIES:
Net IncomeNet Income$16,960,506 $32,124,120 Net Income$3,157,161 $16,960,506 
Adjustments to reconcile net income to net cash provided by operating activities:Adjustments to reconcile net income to net cash provided by operating activities:Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses57,024,372 23,853,439 
Provision for credit lossesProvision for credit losses62,236,416 57,024,372 
Depreciation and amortizationDepreciation and amortization3,247,341 3,495,671 Depreciation and amortization3,382,908 3,247,341 
Provision for deferred income taxes98,667 295,151 
Other(609,685)(633,733)
Change in miscellaneous other assets797,136 1,077,893 
Change in other liabilities(2,571,243)9,591,816 
Deferred tax benefitDeferred tax benefit264,643 98,667 
Net gains due to called redemptions of marketable securities and amortization on securitiesNet gains due to called redemptions of marketable securities and amortization on securities(477,461)(609,685)
Increase in other assetsIncrease in other assets(9,642,768)797,136 
Decrease in other liabilitiesDecrease in other liabilities(12,360,694)(2,571,243)
Net Cash ProvidedNet Cash Provided74,947,094 69,804,357 Net Cash Provided46,560,205 74,947,094 
CASH FLOWS FROM INVESTING ACTIVITIES:CASH FLOWS FROM INVESTING ACTIVITIES:CASH FLOWS FROM INVESTING ACTIVITIES:
Loans originated or purchasedLoans originated or purchased(476,703,192)(427,711,684)Loans originated or purchased(474,518,236)(476,703,192)
Loan liquidations360,884,437 346,096,260 
Purchases of marketable debt securities(27,389,663)(47,944,482)
Redemptions of marketable debt securities20,885,000 12,880,000 
Fixed asset additions(3,358,384)(2,877,566)
Fixed asset net proceeds from sales22,763 29,128 
Loan paymentsLoan payments370,261,142 360,884,437 
Purchases of securities, available for salePurchases of securities, available for sale(30,333,953)(27,389,663)
Redemptions of securities, available for saleRedemptions of securities, available for sale15,605,000 20,885,000 
Capital ExpendituresCapital Expenditures(3,308,006)(3,358,384)
Proceeds from Sale of Fixed AssetsProceeds from Sale of Fixed Assets— 22,763 
Net Cash UsedNet Cash Used(125,659,039)(119,528,344)Net Cash Used(122,294,053)(125,659,039)
CASH FLOWS FROM FINANCING ACTIVITIES:CASH FLOWS FROM FINANCING ACTIVITIES:CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in senior demand notes18,874,264 11,766,486 
Net (decrease) / increase in senior demand notesNet (decrease) / increase in senior demand notes(15,705,428)18,874,264 
Advances on credit lineAdvances on credit line156,902,606 118,196,516 Advances on credit line181,343,719 156,902,606 
Payments on credit linePayments on credit line(159,802,606)(179,146,516)Payments on credit line(139,574,719)(159,802,606)
Commercial paper issuedCommercial paper issued124,974,424 122,346,729 Commercial paper issued93,516,075 124,974,424 
Commercial paper redeemedCommercial paper redeemed(53,365,629)(28,258,368)Commercial paper redeemed(71,258,922)(53,365,629)
Subordinated debt securities issuedSubordinated debt securities issued4,235,736 5,645,020 Subordinated debt securities issued5,036,497 4,235,736 
Subordinated debt securities redeemedSubordinated debt securities redeemed(4,879,025)(5,629,180)Subordinated debt securities redeemed(5,877,172)(4,879,025)
Dividends / distributionsDividends / distributions(17,485,889)(14,336,306)Dividends / distributions(2,685,090)(17,485,889)
Net Cash ProvidedNet Cash Provided69,453,881 30,584,381 Net Cash Provided44,794,960 69,453,881 
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH18,741,936 (19,139,606)
NET (DECREASE)/INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASHNET (DECREASE)/INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH(30,938,888)18,741,936 
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginningCASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning40,366,820 67,678,422 CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning65,434,228 40,366,820 
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, endingCASH, CASH EQUIVALENTS AND RESTRICTED CASH, ending$59,108,756 $48,538,816 CASH, CASH EQUIVALENTS AND RESTRICTED CASH, ending$34,495,340 $59,108,756 
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the year for -Cash paid during the year for -
Interest PaidInterest Paid$19,795,232 $16,974,467 Interest Paid$29,514,305 $19,795,232 
Income Taxes PaidIncome Taxes Paid3,003,000 2,418,638 Income Taxes Paid3,124,842 3,003,000 
NON-CASH INVESTING AND FINANCING ACTIVITY:
Other Consumer (Live Check and Premier) Renewed Loan Payoffs192,010,379 172,911,739 
Other non-cash activity: unearned finance charges, origination fees, discounts, premiums, deferred fees and deferred costs223,376,198 223,660,163 
Non-cash transactions for -Non-cash transactions for -
ROU assets and associated liabilitiesROU assets and associated liabilities8,406,887 5,827,850 
See Notes to Unaudited Condensed Consolidated Financial Statements
1312


-NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-
Note 1 – Basis of Presentation
The accompanying unaudited condensed consolidated financial statements of 1st Franklin Financial Corporation and subsidiaries (the "Company") should be read in conjunction with the audited consolidated financial statements of the Company and notes thereto as of December 31, 20212022 and for the year then ended included in the Company's 20212022 Annual Report filed with the Securities and Exchange Commission. Inter-company accounts and transactions have been eliminated from the condensed consolidated financial statements.
In the opinion of Management of the Company, the accompanying unaudited condensed consolidated financial statements contain all normal recurring adjustments necessary to present fairly the Company's consolidated financial position as of September 30, 20222023 and December 31, 2021,2022, its consolidated results of operations and comprehensive income for the three-three and nine-month periodsnine months ended September 30, 20222023 and 20212022 and its consolidated cash flows for the nine months ended September 30, 20222023 and 2021.2022. While certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) 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.
The Company’s financial condition and results of operations as of and for the three-three and nine-month periodsnine months ended September 30, 20222023 are not necessarily indicative of the results to be expected for the full fiscal year or any other future period. The preparation of financial statements in accordance with GAAP requires Managementmanagement to make estimates and assumptions that affect the reported amount of assets and liabilities at and as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates.
The computation of earnings per share is self-evident from the accompanying Condensed Consolidated Statements of Income and Retained Earnings (Unaudited). The Company has no dilutive securities outstanding.
The following table provides a reconciliation of cash, cash equivalents and restricted cash (in 000's) reported shown in the condensed consolidated statements of cash flows:
September 30,
2022
September 30,
2021
September 30,
2023
September 30,
2022
Cash and Cash EquivalentsCash and Cash Equivalents$46,679,743 $40,501,929 Cash and Cash Equivalents$20,017 $46,680 
Restricted CashRestricted Cash12,429,013 8,036,687 Restricted Cash14,478 12,429 
Total Cash, Cash Equivalents and Restricted CashTotal Cash, Cash Equivalents and Restricted Cash$59,108,756 $48,538,616 Total Cash, Cash Equivalents and Restricted Cash$34,495 $59,109 
The Company categorizes its primary sources of revenue into three categories: (1) interest related revenues,revenue, (2) insurance related revenue and (3) other revenue from contracts with customers.
Interest related revenues are specifically excluded from the scope of ASC Topic 606, Revenue from Contracts with Customers, and accounted for under ASC Topic 310, “Receivables”.
Insurance related revenues are subject to industry-specific guidance within the scope of ASC Topic 944, “Financial Services – Insurance”.
Other revenues primarily relate to commissions earned by the Company on sales of auto club memberships. Auto club commissions are revenue from contracts with customers and are accounted for in accordance with the guidance set forth in ASC Topic 606.
During the three months ended September 30, 2022,2023, and 2021,2022, the Company recognized interest related revenue of $70.7$73.4 million and $61.7$70.7 million, respectively, insurance related revenue of $14.8$14.4 million and $13.7$14.8 million, respectively, and other revenue from contracts with customers of $1.8$2.0 million and $1.7$1.8 million, respectively. During the nine months ended September 30, 2022,2023, and 2021,2022, the Company recognized interest related revenue of $204.9$212.0 million and $179.4$204.9 million, respectively, insurance related incomerevenue of $41.8 million and $42.9 million, and $39.2other revenues of $5.6 million respectively, and other revenue from contracts with customers of $5.4 million, and $4.5 million, respectively.

1413


Recent Accounting Pronouncements:
In March 2020,2022 the FASBFinancial Accounting Standards Board ("FASB") issued an accounting update ("ASU No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of2022-02") eliminating the Effects of Reference Rate Reform on Financial Reporting”, which provides optional accounting relief for the expected market transition from the use of the London Interchange Bank Offered Rate (“LIBOR”) to the proposed Secured Overnight Financing Rate (“SOFR”). The key provisions of optional relief include (1) accounting for contract modifications astroubled debt restructurings (each, a continuation of"TDR") by creditors while enhancing the existing contract without additional analysis and (2) continuing hedge accounting when certain critical terms of a hedging relationship change. There was no impact of ASU No. 2020-04 on the Company’s condensed consolidated financial statements for the period ended September 30, 2022.
The Company's benchmark rate on its line of credit will transition from the London Interchange Bank Offered Rate ("LIBOR") to the Secured Overnight Financing Rate ("SOFR") provided the SOFR rate does not fall below the floor interest rate. Management anticipates that adoption of the new standard will not have a material impact on the Company's financial statements.
In March 2022 the FASB issued ASU No. 2022-02 "Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructuring and Vintage Disclosures. The key provisions include (1) enhancements to disclosure requirements for certain loan refinancings and restructurings by creditorcreditors when a borrower is experiencing financial difficulty, the creditor must apply the loan refinancing and restructuring guidance to determine whether a modification results in a new loan or a continuationdifficulty. The amendment also requires disclosure of an existing loan (2) for public business entities, the entity is required to disclose current-period gross write-offscredit losses by year of origination for financing receivables and net investments in leases.finance receivables. The amendments in this update are effective for annual and interim periodsperiod beginning after December 15, 2022. The elimination of TDR guidance may be adopted prospectively for loan modifications after adoption or on a modified retrospective basis, which would also apply to loans previously modified, resulting in a cumulative effect adjustment to retained earnings in the period of adoption for changes in the allowance for credit losses.
The Company is currently evaluatingadopted the effect of disclosure updatesnew standard on January 1, 2023 and elected to its footnotes, but believes implementation willapply the new measurement prospectively. Adoption did not have a material financial effect on itsimpact, except for changes in disclosure required by the standard, in the footnotes to the Company's consolidated financial statements.
Note 2 – Loans
The Company’s consumer loans are made to individuals, who may be new customers, existing customers (loan renewals), former customers or customers converting from a sales contract, in relatively small amounts for relatively short periodsperiod of time. First and second mortgage loans on real estate are made in larger amounts and for longer periods of time. The Company also purchases sales finance contracts from various dealers. All loans and sales contracts are held for investment.
Cash, unearned finance charges, origination fees, discounts, premiums, deferred fees, and, in the instance of a loan renewal, the net payoff of the of the renewed loan are included in the loan origination amount. The cash component of the loan origination is included in the Statement of Cash Flows in the Cash Flows from Investing Activities as Loans Originated or Purchased.
Loan Renewals
Loan renewals are accounted for in accordance with the applicable guidance in ASC Topic 310-20 Nonrefundable Fees and Other Costs. Loan renewals are a product the Company offers to existing customers that allows them to borrow additional funds from the Company. In evaluating a loan for renewal, in addition to our standard underwriting requirements, we may take into consideration the customer’s prior payment performance with us, which we believe to be an indicator of the customer’s future credit performance. If the terms of the new loan resulting from a loan renewal (other than a troubled debt restructuring) are at least as favorable to us as the terms for comparable loans to other customers with similar collection risks who are not renewing a loan, the renewal is accounted for as a new loan. The criteria is met if the new loan's effective yield is at least equal to the effective yield for such comparable loans and the modification of the original loan is more than minor. A modification of a loan is more than minor if the present value of the cash flows under the terms of the renewal is at least 10 percent different from the present value of the remaining cash flows under the terms of the original loan. Accordingly, when a renewal is generated, the original loan(s) are extinguished along with the associated unearned finance charges and a new loan is originated. Substantially all renewals include a non-cash component that represents the exchange of the original principal balance for the new principal balance and a cash component for the net proceeds distributed to the customer for the additional amount borrowed. The cash component is presented as outflows from investing activities and the non-cash component is presented as a non-cash investing activity.
Cash, unearned finance charges, origination fees, discounts, premiums, deferred fees, and, in the instance of a loan renewal, the net payoff of the of the renewed loan are included in the loan origination amount. The cash component of the loan origination is included in the Statement of Cash Flows in the Cash Flows from Investing Activities as Loans Originated or Purchased.




14


Reconciliation of Gross Loans Originated / Acquired to Loans Originated or Purchased in Consolidated Statements of Cash Flows (in 000's):
Nine Months Ended September 30,
20232022
Loans originated or purchased:
Originated$855,522 $882,362 
Purchased$32,882 $9,758 
Less Non-Cash Reconciling items:
Other Consumer renewed loans (live check and premier)182,951 192,010 
Other non-cash activity: unearned finance charges, origination fees, discounts, premiums, and deferred fees230,935 213,649 
Loans originated or purchased per Consolidated Statements of Cash Flows:$474,518 $476,703 
Description of Loans
Loans outstanding on the Consolidated Statements of Financial Position (“Financial Gross Outstanding(s)”) include principal, origination fees, premiums, discounts, and in the case of interest-bearing loans, deferred fees, other fees receivable, and accrued interest receivable.
Loan performance reporting is generally based on a loan’s gross outstanding balance (“Gross Outstanding(s)”), (“Gross Balance”), ("Gross Amount"), or ("Gross Loan") that includes principal plus origination fees for interest-bearing loans and the total of payments for loans with pre-computed interest.
The allowance for credit losses is based on the underlying financial instrument’s amortized cost basis ("Amortized Cost Basis"), with the allowance representing the portion of Amortized Cost Basis the Company does not expect to recover due to credit losses. The following are included in the Company’s Amortized Cost Basis:
For pre-computed loans: Principal Balance, net of unearned finance charges and unearned insurance1.
For interest-bearing loans: Principal Balance, net of unearned insurance1.

1 The state of Louisiana classifies certain insurance products as non-refundable. Non-refundable products are not netted against the principal balance for calculation of the amortized cost basis.
The Company’s Gross Balances (in 000's) by loan class as of September 30, 2023 and December 31, 2022:

Gross Balance (in 000's) by Origination Year as of September 30, 2023:
Loan Class20232022202120202019PriorTotal
Live Check Loans$123,848 $30,310 $3,990 $596 $60 $19 $158,823 
Premier Loans11,183 36,020 14,092 2,925 734 249 65,203 
Other Consumer Loans466,578 180,653 55,472 10,739 3,417 1,155 718,014 
Real Estate Loans2,054 1,437 11,277 4,951 4,443 6,741 30,903 
Sales Finance Contracts80,577 55,495 22,652 10,563 1,592 173 171,052 
Total$684,240 $303,915 $107,483 $29,774 $10,246 $8,337 $1,143,995 

15


Gross Balance (in 000's) by Origination year as of December 31, 2022:
Loan Class20222021202020192018PriorTotal
Live Check Loans$129,140 $15,432 $2,234 $292 $32 $10 $147,140 
Premier Loans68,166 29,236 7,155 2,101 528 82 107,268 
Other Consumer Loans482,667 136,511 24,941 8,134 2,333 526 655,112 
Real Estate Loans3,640 13,216 6,098 5,261 3,876 4,517 36,608 
Sales Finance Contracts85,001 37,060 19,145 3,817 585 68 145,676 
Total$768,614 $231,455 $59,573 $19,605 $7,354 $5,203 $1,091,804 

The Company’s Gross Balance (in 000's) on non-accrual loans by loan class as of September 30, 2023 and December 31, 2022 are as follows:
Loan ClassSeptember 30,
2023
December 31,
2022
Live Check Loans$9,839 $13,527 
Premier Loans3,227 4,738 
Other Consumer Loans30,966 41,240 
Real Estate Loans1,264 1,870 
Sales Finance Contracts6,142 5,656 
Total$51,438 $67,031 
Age analysis of Gross Balance (in 000's) on past due loans, segregated by loan class, as of September 30, 2023:
Loan Class30-59 Days
Past Due
60-89 Days
Past Due
90 Days or
More
Past Due
Total
Past Due
Loans
Live Check Loans$5,296 $3,315 $6,307 $14,918 
Premier Loans1,308 941 2,178 4,427 
Other Consumer Loans20,824 12,039 23,181 56,044 
Real Estate Loans725 421 1,353 2,499 
Sales Finance Contracts4,028 2,203 4,081 10,312 
Total$32,181 $18,919 $37,100 $88,200 
Age analysis of Gross Balance (in 000's) on past due loans, segregated by loan class, as of December 31, 2022:
Loan Class30-59 Days
Past Due
60-89 Days
Past Due
90 Days or
More
Past Due
Total
Past Due
Loans
Live Check Loans$6,217 $4,524 $8,232 $18,973 
Premier Loans2,164 1,302 2,416 5,882 
Other Consumer Loans24,681 14,373 26,818 65,872 
Real Estate Loans894 436 1,380 2,710 
Sales Finance Contracts4,257 2,066 3,315 9,638 
Total$38,213 $22,701 $42,161 $103,075 


16


While aging analysis is the primary credit quality indicator, we also consider loans in non-accrual status, loan restructures where the borrower is experiencing financial difficulty, the ratio of bankrupt accounts to the total Gross Outstanding, and economic factors in evaluating whether any qualitative adjustments were necessary to the allowance for credit losses.
The ratio of bankrupt accounts to the Gross Balance was 1.51% at September 30, 2023, compared to 1.56% at December 31, 2022.
For each segment in the portfolio, the Company also evaluates credit quality based on the aging status of the loan and by payment activity. The following table presents the Gross Balance in each segment of the portfolio as of September 30, 2023 based on year of origination:
Payment Performance by Origination Year (in thousands)
2023(1)2022202120202019PriorTotal
Gross Balance
Balance
Live Check Loans:
Performing$117,682 $26,957 $3,708 $562 $57 $19 $148,985 
Nonperforming6,166 3,353 282 34 — 9,838 
$123,848 $30,310 $3,990 $596 $60 $19 $158,823 
Premier Loans:
Performing$11,013 $34,068 $13,217 $2,756 $698 $222 $61,974 
Nonperforming170 1,952 875 169 36 27 3,229 
$11,183 $36,020 $14,092 $2,925 $734 $249 $65,203 
Other Consumer Loans:
Performing$454,975 $167,107 $50,997 $9,797 $3,119 $1,054 $687,049 
Nonperforming11,603 13,546 4,475 942 298 101 30,965 
$466,578 $180,653 $55,472 $10,739 $3,417 $1,155 $718,014 
Real Estate Loans:
Performing$2,054 $1,400 $10,754 $4,710 $4,227 $6,495 $29,640 
Nonperforming— 37 523 241 216 246 1,263 
$2,054 $1,437 $11,277 $4,951 $4,443 $6,741 $30,903 
Sales Finance Contracts:
Performing$78,852 $53,171 $21,391 $9,917 $1,427 $151 $164,909 
Nonperforming1,725 2,324 1,261 646 165 22 6,143 
$80,577 $55,495 $22,652 $10,563 $1,592 $173 $171,052 
(1)Includes loans originated during the nine months ended September 30, 2023.


17


In March 2022 the Financial Accounting Standards Board ("FASB") issued an accounting update ("ASU No. 2022-02") eliminating the accounting for troubled debt restructurings (each, a "TDR") by creditors while enhancing the disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty. The amendment also requires disclosure of gross credit losses by year of origination for finance receivables. The amendments in this update are effective for annual and interim periods beginning after December 15, 2022. The elimination of TDR guidance and enhanced disclosure requirements were adopted prospectively for loan modifications after adoption. These enhanced disclosures are presented herein for periods since adoption.
Modifications that lower the principal balance experience a direct charge-off for the difference of the original and modified principal amount. The Company only lowers the principal balance due in the event of a court order. The information relating to modifications made to borrowers experiencing financial difficulty (dollars in 000's) for the period indicated are as follows:
Three months ended September 30, 2023 (in 000's)
Loan ClassInterest Rate ReductionTerm ExtensionPrincipal ForgivenessCombination - Term Extension and Principal ForgivenessCombination - Term Extension and Interest Rate Reduction
Live Check Loans$1,225 3.1 %$503 1.3 %$627 1.6 %$677 1.7 %$352 0.9 %
Premier Loans268 1.6 %375 2.3 %176 1.1 %533 3.3 %309 1.9 %
Other Consumer Loans3,245 1.8 %3,969 2.2 %2,225 1.2 %7,651 4.3 %4,721 2.6 %
Real Estate Loans119 1.6 %— — %— — %— — %— — %
Sales Finance Contracts207 0.5 %298 0.7 %459 1.1 %1,614 3.8 %192 0.5 %
Total$5,064 1.8 %$5,145 1.8 %$3,487 1.2 %$10,475 3.7 %$5,574 2.0 %
Nine months ended September 30, 2023 (in 000's)
Loan ClassInterest Rate ReductionTerm ExtensionPrincipal ForgivenessCombination - Term Extension and Principal ForgivenessCombination - Term Extension and Interest Rate Reduction
Live Check Loans$3,749 3.1 %$1,622 1.4 %$1,895 1.6 %$2,106 1.8 %$876 0.7 %
Premier Loans1,011 2.1 %1,190 2.4 %613 1.3 %1,456 3.0 %1,008 2.1 %
Other Consumer Loans8,939 1.7 %10,353 1.9 %7,156 1.3 %21,657 4.0 %12,908 2.4 %
Real Estate Loans282 1.3 %— %25 0.1 %— — %17 0.1 %
Sales Finance Contracts480 0.4 %577 0.4 %1,372 1.1 %4,677 3.6 %475 0.4 %
Total$14,461 1.7 %$13,747 1.6 %$11,061 1.3 %$29,896 3.5 %$15,284 1.8 %


18


The financial effects of the modifications made to borrowers experiencing financial difficulty in the three months ended September 30, 2023 are as follows:
Loan ModificationLoan ClassFinancial Effect
Principal ForgivenessLive Check LoansReduced the gross balance of the loans $0.6 million
Premier LoansReduced the gross balance of the loans $0.2 million
Other Consumer LoansReduced the gross balance of the loans $2.2 million
Real Estate LoansNo Financial Effect
Sales Finance ContractsReduced the gross balance of the loans $0.5 million
Interest Rate ReductionLive Check LoansReduced the weighted-weighted average contractual interest rate from 27.1% to 16.8%
Premier LoansReduced the weighted-weighted average contractual interest rate from 20.6% to 16.0%
Other Consumer LoansReduced the weighted-weighted average contractual interest rate from 29.1% to 18.8%
Real Estate LoansReduced the weighted-weighted average contractual interest rate from 18.2% to 6.0%
Sales Finance ContractsReduced the weighted-weighted average contractual interest rate from 21.3% to 13.3%
Term ExtensionLive Check LoansAdded a weighted average 12 months to the term
Premier LoansAdded a weighted average 26 months to the term
Other Consumer LoansAdded a weighted average 16 months to the term
Real Estate LoansNo Financial Effect
Sales Finance ContractsAdded a weighted average 28 months to the term
The financial effects of the modifications made to borrowers experiencing financial difficulty in the nine months ended September 30, 2023 are as follows:
Loan ModificationLoan ClassFinancial Effect
Principal ForgivenessLive Check LoansReduced the gross balance of the loans $1.9 million
Premier LoansReduced the gross balance of the loans $0.6 million
Other Consumer LoansReduced the gross balance of the loans $7.2 million
Real Estate LoansNo Financial Effect
Sales Finance ContractsReduced the gross balance of the loans $1.4 million
Interest Rate ReductionLive Check LoansReduced the weighted-weighted average contractual interest rate from 26.9% to 17.0%
Premier LoansReduced the weighted-weighted average contractual interest rate from 20.3% to 15.4%
Other Consumer LoansReduced the weighted-weighted average contractual interest rate from 29.1% to 19.2%
Real Estate LoansReduced the weighted-weighted average contractual interest rate from 18.4% to 6.6%
Sales Finance ContractsReduced the weighted-weighted average contractual interest rate from 21.7% to 14.8%
Term ExtensionLive Check LoansAdded a weighted average 13 months to the term
Premier LoansAdded a weighted average 22 months to the term
Other Consumer LoansAdded a weighted average 16 months to the term
Real Estate LoansAdded a weighted average 43 months to the term
Sales Finance ContractsAdded a weighted average 17 months to the term
19


Loans modified for borrowers experiencing financial difficulty during the prior 12 months that subsequently charged off during the three and nine month periods ended September 30, 2023 (in 000's):
Three Months Ended September 30, 2023
Loan ClassInterest Rate ReductionTerm ExtensionPrincipal ForgivenessCombination- Term Extension and Principal ForgivenessCombination - Term Extension and Interest Rate Reduction
Live Check Loans$908 $142 $408 $166 $101 
Premier Loans125 100 85 96 99 
Other Consumer Loans1,554 832 909 1,244 852 
Real Estate Loans— — — — — 
Sales Finance Contracts73 101 159 330 20 
     Total$2,660 $1,175 $1,561 $1,836 $1,072 
Nine Months Ended September 30, 2023
Loan ClassInterest Rate ReductionTerm ExtensionPrincipal ForgivenessCombination- Term Extension and Principal ForgivenessCombination - Term Extension and Interest Rate Reduction
Live Check Loans$2,326 $221 $697 $221 $226 
Premier Loans366 148 242 144 183 
Other Consumer Loans4,002 1,143 1,877 2,047 1,630 
Real Estate Loans— — — — 
Sales Finance Contracts153 160 234 523 49 
     Total$6,847 $1,672 $3,055 $2,935 $2,088 

The aging for loans that were modified to borrowers experiencing financial difficulty in the past 12 months (in 000's):
September 30, 2023
Loan ClassCurrent30 - 89 Past Due90+ Past DueTotal
Live Check Loans$12,070 $1,153 $1,752 $14,975 
Premier Loans6,876 855 911 8,642 
Other Consumer Loans78,198 10,007 11,283 99,488 
Real Estate Loans219 38 293 550 
Sales Finance Contracts9,524 1,276 1,442 12,242 
     Total$106,887 $13,329 $15,681 $135,897 
20



Prior to January 1, 2023, the Company classified a receivable as a TDR when the Company modified a loan's contractual terms for economic or other reasons related to the borrower's financial difficulties and granted a concession that would not have otherwise been considered.
The following table presents a summary of loans that were restructured during the three months ended September 30, 2022 ($ in 000's):
Loan ClassNumber
Of
Loans
Pre-Modification
Gross
Balance
Post-Modification
Gross
Balance
Live Check Loans2,014$3,451 $3,408 
Premier Loans3072,032 1,989 
Other Consumer Loans6,50026,060 25,414 
Real Estate Loans648 48 
Sales Finance Contracts3432,440 2,371 
Total9,170$34,031 $33,230 

The following table presents a summary of loans that were restructured during the nine months ended September 30, 2022 ($ in 000's):
Loan ClassNumber
Of
Loans
Pre-Modification
Gross
Balance
Post-Modification
Gross
Balance
Live Check Consumer Loans4,401$7,847 $7,726 
Premier Consumer Loans6854,539 4,420 
Other Consumer Loans15,74061,206 59,388 
Real Estate Loans18163 161 
Sales Finance Contracts7995,875 5,684 
Total21,643$79,630 $77,379 


TDRs that occurred during the twelve months ended September 30, 2022 and subsequently defaulted during the three months ended September 30, 2022 are listed below ($ in 000's):
Loan ClassNumber
Of
Loans
Pre-Modification
Gross
Balance
Live Check Loans816$1,359 
Premier Loans61349 
Other Consumer Loans1,8314,453 
Real Estate Loans1
Sales Finance Contracts78381 
Total2,787$6,544 
21


TDRs that occurred during the twelve months ended September 30, 2022 and subsequently defaulted during the nine months ended September 30, 2022 are listed below ($ in 000's):
Loan ClassNumber
Of
Loans
Pre-Modification
Gross
Balance
Live Check Consumer Loans1,583$2,787 
Premier Consumer Loans132724 
Other Consumer Loans4,1309,572 
Real Estate Loans1
Sales Finance Contracts137667 
Total5,983$13,752 
Allowance for Credit Losses
The allowance for credit losses is based on Management's evaluation of the inherent risks and changes in the composition of the Company's loan portfolio. Management estimates and evaluatesWhen the allowance for credit lossesCompany implemented ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”) loans outstanding with similar risk characteristics were collectively evaluated in pools utilizing an open pool loss rate method, on collectively evaluated loans with similar risk characteristics in
15


segments, whereby a historical loss rate iswas calculated and applied to the balance of loans outstanding in the portfolio at each reporting date.period. This historical loss rate was then may be adjusted by a macroeconomic forecast and other qualitative factors, as appropriate, to fully reflect the Company’s expected losses in itsthe loan portfolio.
For the period ending September 30, 2023 we utilized a Probability of Default (“PD”) / Loss Given Default (“LGD”) technique to estimate the allowance for credit losses, in which the estimated loss is equal to the product of PD and LGD. Historical net finance receivables are tracked over the term of the loan pools to identify the instances of loss (PDs) and the average severity of losses (LGDs). We engaged a major rating service provider to assist with incorporating a reasonable and supportable forecast which is utilized to support the adjustments of our historical loss experience. Key segmentation in the technique is origination vintage, remaining contractual term, risk score and state of origination. The Company’stechnique produces a variety of alternative economic scenarios. We consider how macroeconomic and/or other factors might impact expected credit losses over the remaining maturity of the portfolio and determine which scenario(s) and specific scenario weights are applied within the estimation. The allowance for credit losses recorded in the balance sheet reflects Management’s best estimate of expected credit losses.
The Company calculates an There was not a material impact on the Company’s expected credit loss by utilizinglosses as a snapshotresult of each specific loan segment atthe change. The output of both models was within the range of acceptable values.
Determining a point in history and tracing that segment’s performance until charge-offs were substantially exhausted for that particular segment. Charge-offs in subsequent periods are aggregated to derive an unadjusted lifetime historical charge-off rate by segment. The receivables balance at the balance sheet date is reviewed and adjustments to theproper allowance for credit losses are made if Management determines the receivables balance warrants an adjustment. The Company performsis a correlation analysis between macroeconomic factors and prior charge-offs for the following macroeconomic factors: Annual Unemployment Rates, Real Gross Domestic Product, Consumer Price Index (CPI), and US National Home Price Index (HPI). To evaluate the overall adequacy of the Company’s allowance for credit losses, Management considers the level of loan receivables, historical loss trends, loan delinquency trends, bankruptcy trends and overall economic conditions. Such allowance is, in the opinion of Management, adequate for expected losses in the current loan portfolio. As the estimatescritical accounting estimate. Estimates used in determining the loancredit loss reserve are influenced by outside factors, such as consumer payment patterns and general economic conditions, there is uncertainty inherent in these estimates. Actual results could vary based on future changes in significant assumptions.
Management disaggregates the Company’s loan portfolio by loan segment when evaluating loan performance and estimating the allowance for credit losses. Although most loans are similar in nature, the Company concluded that based on variations in loss experience (severity and duration) driven by product and customer type it is most relevant to segment the portfolio by loan product consisting of five different segments: live checks, premier loans, other consumer loans, real estate loans, and sales finance contracts.
The total segments are monitored for credit losses based on graded contractual delinquency and other economic conditions. The Company classifies delinquent accounts at the end of each month according to the Company’s graded delinquency rules which includes the number of installments past due at that time, based on the then-existing terms of the contract. Accounts are classified in delinquency categories of 30-59 days past due, 60-89 days past due, or 90 or more days past due based on the Company’s graded delinquency policy. When a loan meets the Company’s charge-off policy, the loan is charged off, unless Management directs that it be retained as an active loan. In making this charge-off evaluation, Management considers factors such as pending insurance, bankruptcy status and other indicators of collectability. The amount charged off is the unpaid balance less the unearned finance charges and the unearned insurance premiums, if applicable.
Management ceases accruing finance charges on loans that meet the Company’s non-accrual policy based on grade delinquency rules, generally when two payments remain unpaid on precomputed loans or when the interest paid-to-date on an interest-bearing loan is 60 days or more past due. Finance charges are then only recognized to the extent there is a loan payment received or when the account qualifies for return to accrual status. Accounts qualify for return to accrual status when the graded delinquency on a precomputed loan is less than two payments and on when the interest paid-to-date on an interest-bearing loan is less than 60 days past due. There were no loans that met the non-accrual policy still accruing interest at September 30, 20222023 or December 31, 2021.
The Company’s principal balances on non-accrual loans by loan class as of September 30, 2022 and December 31, 2021 are as follows:
Loan ClassSeptember 30,
2022
December 31,
2021
Live Check Consumer Loans$9,764,145 $6,254,394 
Premier Consumer Loans3,671,327 2,253,818 
Other Consumer Loans32,476,237 25,229,846 
Real Estate Loans1,847,661 1,286,609 
Sales Finance Contracts4,915,807 3,532,183 
Total$52,675,177 $38,556,850 
2022.
1622


An age analysis of principal balances on past due loans, segregated by loan class, as of September 30, 2022 and December 31, 2021 follows:
September 30, 202230-59 Days
Past Due
60-89 Days
Past Due
90 Days or
More
Past Due
Total
Past Due
Loans
Live Check Loans$5,859,831 $3,007,747 $6,211,992 $15,079,570 
Premier Loans1,705,021 1,094,151 1,925,024 4,724,196 
Other Consumer Loans20,537,475 11,884,884 22,646,240 55,068,599 
Real Estate Loans672,292 540,804 1,474,506 2,687,602 
Sales Finance Contracts2,923,337 1,701,709 3,215,046 7,840,092 
Total$31,697,956 $18,229,295 $35,472,808 $85,400,059 
December 31, 202130-59 Days
Past Due
60-89 Days
Past Due
90 Days or
More
Past Due
Total
Past Due
Loans
Live Check Loans$2,752,871 $2,446,703 $3,597,241 $8,796,815 
Premier Loans915,525 554,662 1,260,027 2,730,214 
Other Consumer Loans15,190,957 9,270,399 18,579,878 43,041,234 
Real Estate Loans656,780 440,155 1,117,924 2,214,859 
Sales Finance Contracts2,176,581 1,134,376 2,385,007 5,695,964 
Total$21,692,714 $13,846,295 $26,940,077 $62,479,086 
While delinquency rating analysis is the primary credit quality indicator, we also consider the ratio of bankrupt accounts to the total loan portfolio in evaluating whether any qualitative adjustments were necessary to the allowance for credit losses. The ratio of bankrupt accounts to the loan portfolio balance was 1.51% at September 30, 2022, compared to 1.27% at December 31, 2021.
The Company considers the performance of the loan portfolio and its impact on the allowance for credit losses. For consumer and real estate segments, the Company also evaluates credit quality based on the aging status of the loan and by payment activity. The following table presents the principal balance on loans based on payment activity as of September 30, 2022:
Payment Performance by Origination Year
2022(1)2021202020192018PriorTotal
Principal
Balance
(in 000’s)(in 000’s)(in 000’s)(in 000’s)(in 000’s)(in 000’s)(in 000’s)
Live Checks:
Performing$120,811 $23,991 $3,009 $477 $49 $13 $148,350 
Nonperforming7,066 2,478 183 35 — 9,764 
$127,877 $26,469 $3,192 $512 $51 $13 $158,114 
Premier Loans:
Performing$63,275 $35,380 $8,962 $2,726 $710 $113 $111,166 
Nonperforming1,284 1,728 490 143 26 3,672 
$64,559 $37,108 $9,452 $2,869 $736 $114 $114,838 
Other Consumer Loans:
Performing$398,295 $177,880 $31,427 $9,730 $2,876 $602 $620,810 
Nonperforming13,758 15,045 2,413 954 225 82 32,477 
$412,053 $192,925 $33,840 $10,684 $3,101 $684 $653,287 
Real Estate Loans:
Performing$3,632 $13,808 $6,031 $5,349 $3,862 $4,682 $37,364 
Nonperforming120 463 328 303 324 309 1,847 
$3,752 $14,271 $6,359 $5,652 $4,186 $4,991 $39,211 
Sales Finance Contracts:
Performing$66,609 $41,084 $21,643 $4,573 $794 $92 $134,795 
Nonperforming1,454 1,976 1,117 294 68 4,917 
$68,063 $43,060 $22,760 $4,867 $862 $100 $139,712 
(1)Includes loans originated during the nine-months ended September 30, 2022.
17


As of September 30, 2022, a historical look back period of five quarters was utilized for live checks; six quarters for other consumer loans, premier loans, and sales finance contracts; and a look back period of five years was utilized for real estate loans. Expected look back periods are determined based on analyzing the history of each segment’s snapshot at a point in history and tracing performance until charge-offs are mostly exhausted. The Company addresses seasonality primarily through the use of an average in quarterly historical loss rates over a 4-quarter snapshot time span instead of using one specific snapshot quarter’s historical loss rates.
Determining a proper allowance for credit losses is a critical accounting estimate which involves Management’s judgment with respect to certain relevant factors, such as historical and expected loss trends, unemployment rates in various locales, delinquency levels, bankruptcy trends and overall general and industry specific economic conditions.
Concerns over interest rate levels, energy prices, domestic and global policy issues, trade policy in the U.S. and geopolitical events, as well as the implications those events on the markets in general, further add to the global uncertainty. There is also a risk that interest rate increases to mitigate inflation could lead to a recession. Interest rate levels and energy prices, in combination with global economic conditions, fiscal and monetary policy and the level of regulatory scrutiny of financial institutions will likely continue to impact our results for the remainder of 2022 and into 2023.
Management determined that certain snapshot periods included in the estimation model benefited from government stimulus actions and the benefit to loss rates from those stimulus actions is expected to continue to decline over time. 1st Franklin’s expected credit loss model uses loss history from periods that may include the effect of government stimulus in estimating the allowance for expected credit losses. Based on the impact of periods that may include the benefit of government stimulus on loss rates, economic uncertainty, and emerging credit loss rates, management concluded that a qualitative adjustment was required to sufficiently provide for expected credit losses. Management calculated a qualitative adjustment totaling $14.5 million by incorporating emerging post pandemic pool loss rates in an estimation model. The allowance for credit losses increaseddecreased by $5.9$4.2 million to $73.2$71.0 million atas of September 30, 20222023, compared to $67.3$75.2 million at December 31, 2021.
It is difficult to estimate how potential changes in any one economic factor might affect the overall allowance because a wide variety of factors and inputs are considered in the allowance estimate. Changes in the factors and inputs may not occur at the same rate and may not be consistent across all product types. Additionally, changes in factors and inputs may be directionally inconsistent, such that improvement in one factor may offset deterioration in others.2022.
Management believes that the allowance for credit losses, as calculated in accordance with the Company’s current expected credit loss (“CECL”) methodology, is appropriate to cover expected credit losses on loans at September 30, 2022;2023; however, because the allowance for credit losses is based on estimates, there can be no assurance that the ultimate charge-off amount will match such estimates. Management may determine it is appropriate to increase or decrease the allowance for expected credit losses in future periods, or actual losses in any period, either of which events could have a material impact on our results of operations in the future.
Gross charge offs by origination year during the three months ended September 30, 2023 (in 000's):
Loan Class20232022202120202019PriorTotal
Live Check Loans$3,432 $3,666 $333 $25 $$16 $7,479 
Premier Loans81 1,084 426 126 41 1,766 
Other Consumer Loans2,607 9,292 2,700 360 205 166 15,330 
Real Estate Loans— — — — 
Sales Finance Contracts176 1,040 542 315 91 20 2,184 
Total$6,297 $15,082 $4,001 $831 $344 $213 $26,768 

Gross charge offs by origination year during the nine months ended September 30, 2023 (in 000's):
Loan Class20232022202120202019PriorTotal
Live Check Loans$3,586 $17,899 $1,957 $151 $36 $46 $23,675 
Premier Loans81 3,336 1,851 394 168 41 5,871 
Other Consumer Loans2,713 31,080 12,401 1,787 749 524 49,254 
Real Estate Loans— — 12 11 25 
Sales Finance Contracts190 3,269 2,043 1,259 239 59 7,059 
Total$6,570 $55,584 $18,253 $3,603 $1,193 $681 $85,884 

Segmentation of the portfolio began with the adoption of ASC Topic 326 on January 1, 2020. The following table provides additional information on our allowance for credit losses (in 000's) based on a collective evaluation.
Three Months Ended September 30, 2022
Live
Checks
Premier
Loans
Other
Consumer
Loans
Real
Estate
Loans
Sales
Finance
Contracts
Total
Allowance for Credit Losses:
Balance at June 30, 2022$12,823,248 $5,612,889 $42,672,338 $245,393 $6,948,144 $68,302,012 
Provision for Credit Losses8,778,927 855,452 14,169,431 (16,179)1,180,213 24,967,844 
Charge-offs(6,758,590)(1,369,328)(15,771,370)(2,125)(1,645,859)(25,547,272)
Recoveries853,415 269,992 3,977,571 1,088 401,986 5,504,052 
Ending Balance$15,697,000 $5,369,005 $45,047,970 $228,177 $6,884,484 $73,226,636 

Three Months Ended September 30, 2023
Live
Check Loans
Premier
Loans
Other
Consumer
Loans
Real
Estate
Loans
Sales
Finance
Contracts
Total
Allowance for Credit Losses:
Ending Balance 6/30/2023$15,289 $3,860 $47,665 $142 $9,293 $76,249 
Provision for Credit Losses1,667 1,956 6,502 2,109 2,593 $14,827 
Charge-offs(7,479)(1,766)(15,328)(9)(2,184)$(26,766)
Recoveries1,431 380 4,355 502 $6,670 
Ending Balance 9/30/2023$10,908 $4,430 $43,194 $2,244 $10,204 $70,980 
1823


Nine Months Ended September 30, 2022Nine Months Ended September 30, 2023
Live
Checks
Premier
Loans
Other
Consumer
Loans
Real
Estate
Loans
Sales
Finance
Contracts
TotalLive
Check Loans
Premier
Loans
Other
Consumer
Loans
Real
Estate
Loans
Sales
Finance
Contracts
Total
Allowance for Credit Losses:Allowance for Credit Losses:Allowance for Credit Losses:
Balance at December 31, 2022$10,648,999 $6,216,094 $44,646,394 $264,679 $5,535,042 $67,311,208 
Balance as of 12/31/2022Balance as of 12/31/2022$14,896 $6,108 $46,412 $143 $7,651 $75,210 
Provision for Credit LossesProvision for Credit Losses18,511,047 1,933,725 31,660,819 (17,982)4,936,763 57,024,372 Provision for Credit Losses15,649 3,145 33,213 2,122 8,107 $62,236 
Charge-offsCharge-offs(15,923,959)(3,603,250)(43,061,572)(25,727)(4,766,345)(67,380,853)Charge-offs(23,675)(5,871)(49,254)(25)(7,059)$(85,884)
RecoveriesRecoveries2,460,913 822,436 11,802,329 7,207 1,179,024 16,271,909 Recoveries4,038 1,048 12,823 1,505 $19,418 
Ending Balance$15,697,000 $5,369,005 $45,047,970 $228,177 $6,884,484 $73,226,636 
Ending Balance 9/30/2023Ending Balance 9/30/2023$10,908 $4,430 $43,194 $2,244 $10,204 $70,980 

Three Months EndedNine Months Ended
September 30, 2022September 30, 2021September 30, 2022September 30, 2021
Allowance for Credit Losses:
Beginning Balance$68,302,012 $63,601,747 $67,311,208 $66,327,674 
Provision for credit losses24,967,844 9,720,108 57,024,372 23,853,439 
Charge-offs(25,547,272)(14,943,928)(67,380,853)(42,745,089)
Recoveries5,504,052 4,935,983 16,271,909 15,877,886 
Ending balance; collectively evaluated for impairment$73,226,636 $63,313,910 $73,226,636 $63,313,910 

TDRs are accounted for in accordance with the applicable guidance in ASC Topic 310-40 Troubled Debt Restructurings by Creditors. TDRs represent loans on which the original terms have been modified as a resultComparative information of the following conditions: (i) the restructuring constitutes a concession and (ii) the borrower is experiencing financial difficulties. Loan modifications by the Company involve payment alterations, interest rate concessions, and/or reductions in the amount owed by the customer. We do not consider TDRs as new loans because the restructuring is part of our ongoing effort to recover its investment in the original loan. The Company allows refinancing of delinquent loans on a case-by-case basis for those who satisfy certain eligibility requirements. The eligible customers can include those experiencing temporary hardships, lawsuits, or customers who have declared bankruptcy. In most cases, the loans that eligible for restructuring are between 90 and 180 days past due. We do not allow the amountcollective evaluation of the new loan to exceedCompany's allowance for credit losses (in 000's) is presented the original amount of the existing loan and we believe that refinancing the delinquent loans for certain customers provides the Company with an opportunity to increase its average loans outstanding and its interest, fees, and other income without experiencing a significant increase in loan losses. These refinancing’s also provide a resolution to temporary financial setbacks for these borrowers and sustain their credit rating. Legal fees and other direct costs incurred by the Company during a restructuring are expensed when incurred. The effective interest rate for restructured loan is based on the original contractual rate, not the rate specified in the restructuring agreement. The modified loans are adjusted to be recorded at the value of expected cash flows to be received in the future.following table.
Modifications that lower the principal balance experience a direct charge-off for the difference of the original and modified principal amount. The majority of the restructurings relate to fee and interest rate concessions as the Company only lowers the principal balance due in the event of a court order.

19


The following table presents a summary of loans that were restructured during the three months ended September 30, 2022.
Number
Of
Loans
Pre-Modification
Recorded
Investment
Post-Modification
Recorded
Investment
Live Check Consumer Loans2,014$3,451,252 $3,407,612 
Premier Consumer Loans3072,032,375 1,988,734 
Other Consumer Loans6,50026,059,174 25,414,534 
Real Estate Loans648,316 48,271 
Sales Finance Contracts3432,439,420 2,371,344 
Total9,170$34,030,537 $33,230,495 

The following table presents a summary of loans that were restructured during the three months ended September 30, 2021.
Number
Of
Loans
Pre-Modification
Recorded
Investment
Post-Modification
Recorded
Investment
Live Check Consumer Loans476$882,720 $867,401 
Premier Consumer Loans116683,833 652,114 
Other Consumer Loans3,45412,474,462 11,947,658 
Real Estate Loans8110,854 110,854 
Sales Finance Contracts1741,098,267 1,053,806 
Total4,228$15,250,136 $14,631,833 

The following table presents a summary of loans that were restructured during the nine months ended September 30, 2022.
Number
Of
Loans
Pre-Modification
Recorded
Investment
Post-Modification
Recorded
Investment
Live Check Consumer Loans4,401$7,846,903 $7,726,052 
Premier Consumer Loans6854,539,046 4,420,462 
Other Consumer Loans15,74061,206,344 59,387,615 
Real Estate Loans18162,662 160,616 
Sales Finance Contracts7995,874,678 5,684,107 
Total21,643$79,629,633 $77,378,852 

20


The following table presents a summary of loans that were restructured during the nine months ended September 30, 2021.
Number
Of
Loans
Pre-Modification
Recorded
Investment
Post-Modification
Recorded
Investment
Live Check Consumer Loans1,545$2,914,444 $2,854,145 
Premier Consumer Loans3291,958,784 1,884,830 
Other Consumer Loans8,51530,642,643 29,264,870 
Real Estate Loans24280,574 280,350 
Sales Finance Contracts5293,298,247 3,193,767 
Total10,942$39,094,692 $37,477,962 

TDRs that occurred during the twelve months ended September 30, 2022 and subsequently defaulted during the three months ended September 30, 2022 are listed below.
Number
Of
Loans
Pre-Modification
Recorded
Investment
Live Check Consumer Loans816$1,359,420 
Premier Consumer Loans61348,886 
Other Consumer Loans1,8314,452,585 
Real Estate Loans12,080 
Sales Finance Contracts78381,388 
Total2,787$6,544,359 

TDRs that occurred during the twelve months ended September 30, 2021 and subsequently defaulted during the three months ended September 30, 2021 are listed below.
Number
Of
Loans
Pre-Modification
Recorded
Investment
Live Check Consumer Loans233$430,947 
Premier Consumer Loans36165,621 
Other Consumer Loans9952,345,963 
Real Estate Loans— 
Sales Finance Contracts51205,160 
Total1,315$3,147,691 

21



TDRs that occurred during the twelve months ended September 30, 2022 and subsequently defaulted during the nine months ended September 30, 2022 are listed below.
Number
Of
Loans
Pre-Modification
Recorded
Investment
Live Check Consumer Loans1,583$2,787,256 
Premier Consumer Loans132724,271 
Other Consumer Loans4,1309,570,912 
Real Estate Loans12,080 
Sales Finance Contracts137667,062 
Total5,983$13,751,581 

TDRs that occurred during the twelve months ended September 30, 2021 and subsequently defaulted during the nine months ended September 30, 2021 are listed below.
Number
Of
Loans
Pre-Modification
Recorded
Investment
Live Check Consumer Loans632$1,201,511 
Premier Consumer Loans80426,426 
Other Consumer Loans2,3905,415,570 
Real Estate Loans— 
Sales Finance Contracts132532,930 
Total3,234$7,576,437 
The level of TDRs, including those which have experienced a subsequent default, is considered in the determination of an appropriate level of allowance of credit losses.
Three Months EndedNine Months Ended
September 30, 2023September 30, 2022September 30, 2023September 30, 2022
Allowance for Credit Losses:
Beginning Balance$76,249 $68,302 $75,210 $67,311 
Provision for credit losses$14,827 $24,968 $62,236 $57,024 
Charge-offs$(26,766)$(25,547)$(85,884)$(67,381)
Recoveries$6,670 $5,504 $19,418 $16,272 
Ending balance; collectively evaluated for impairment$70,980 $73,227 $70,980 $73,227 
Note 3 – Investment Securities
Debt securities available-for-saleInvestment Securities available for sale are carried at estimated fair market value. The amortized cost and estimated fair values of these debtinvestment securities wereare as follows:follows (in 000's):
As of September 30, 2022As of December 31, 2021As of September 30, 2023As of December 31, 2022
Amortized
Cost
Estimated
Fair
Value
Amortized
Cost
Estimated
Fair
Value
Amortized
Cost
Estimated
Fair
Value
Amortized
Cost
Estimated
Fair
Value
Available-for-SaleAvailable-for-SaleAvailable-for-Sale
Obligations of states and political subdivisionsObligations of states and political subdivisions$256,051,824 $209,210,455 $248,858,502 $261,183,377 Obligations of states and political subdivisions$268,254 $216,027 $253,068 $219,648 
Corporate securitiesCorporate securities130,316 343,925 130,316 418,548 Corporate securities$401 $401 $380 $380 
$256,182,140 $209,554,380 $248,988,818 $261,601,925 
Total Total$268,655 $216,428 $253,448 $220,028 
Gross unrealized losses on investment securities totaled $47.2$52.3 million and $0.9$34.5 million at September 30, 20222023 and December 31, 2021,2022, respectively. The following table provides an analysis of investment securities in an unrealized loss position (in 000's) for which an allowance for credit losses is unnecessary as of September 30, 20222023 and December 31, 2021:2022:
Less than 12 Months12 Months or LongerTotalLess than 12 Months12 Months or LongerTotal
September 30, 2022Fair
Value
Unrealized
Losses
Fair
Value
Unrealized
Losses
Fair
Value
Unrealized
Losses
September 30, 2023September 30, 2023Fair
Value
Unrealized
Losses
Fair
Value
Unrealized
Losses
Fair
Value
Unrealized
Losses
Available for Sale:Available for Sale:Available for Sale:
Obligations of states and political subdivisionsObligations of states and political subdivisions$159,469,675 $(31,451,271)$23,784,344 $(15,771,300)$183,254,019 $(47,222,571)Obligations of states and political subdivisions$107,705 $(10,436)$101,481 $(41,877)$209,186 $(52,313)
Less than 12 Months12 Months or LongerTotal
December 31, 2022Fair
Value
Unrealized
Losses
Fair
Value
Unrealized
Losses
Fair
Value
Unrealized
Losses
Available for Sale:
Obligations of states and political subdivisions$118,495 $(9,328)$42,314 $(25,126)$160,809 $(34,454)
2224


 Less than 12 Months12 Months or LongerTotal
December 31, 2021Fair
Value
Unrealized
Losses
Fair
Value
Unrealized
Losses
Fair
Value
Unrealized
Losses
Available for Sale:
Obligations of states and political subdivisions$41,660,651 $(896,338)$652,921 $(52,078)$42,313,572 $(948,416)
The previous two tables represent 232257 and 34184 investments held by the Company at September 30, 20222023 and December 31, 2021,2022, respectively, the majority of which are rated “A” or higher by Moody’s and/or Standard & Poor’s. The unrealized losses on the Company’s investments listed in the above table were primarily the result of interest rate and market fluctuations. Based on the credit ratings of these investments, along with the consideration of whether the Company has the intent to sell or will be more likely than not required to sell the applicable investment before recovery of amortized cost basis, no other than temporary impairment was determined to be necessary as of September 30, 20222023 and December 31, 2021.2022.
No securities were sold to date in 2022.2023. Additionally, the Company sold no securities during the year ended December 31, 2021.2022. Proceeds from redemption of investments due the exercise of call provisions by the issuers thereof and regularly scheduled maturities totaled $20.9$15.6 million with a net gain of $0.5$0.2 million and $15.9$26.8 million with a net gain of $0.3$0.6 million as of September 30, 20222023 and December 31, 20212022, respectively.
The Company’s insurance subsidiaries internally designate certain investments as restricted to cover their policy reserves and loss reserves. Funds are held in separate trusts for the benefit of each insurance subsidiary at U.S. Bank National Association ("US Bank"). US Bank serves as trustee under trust agreements with the Company's property and casualty insurance company subsidiary (“Frandisco P&C”), as grantor, and American Bankers Insurance Company of Florida, as beneficiary. At September 30, 2022,2023, these trusts held $39.6$43.1 million in available-for-sale investment securities at market value. US Bank also serves as trustee under trust agreements with the Company's life insurance company subsidiary (“Frandisco Life”), as grantor, and American Bankers Life Assurance Company, as beneficiary. At September 30, 2022,2023, these trusts held $24.1$27.1 million in available-for-sale investment securities at market value. The amounts required to be held in each trust change as required reserves change. All earnings on assets in the trusts are remitted to the Company's insurance subsidiaries.
Note 4 – Fair Value
Under ASC Topic 820, fair value is the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The following fair value hierarchy is used in selecting inputs used to determine the fair value of an asset or liability, with the highest priority given to Level 1, as these are the most transparent or reliable. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurements.
Level 1 - Quoted prices for identical instruments in active markets.
Level 2 - Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs are observable in active markets.
Level 3 - Valuations derived from valuation techniques in which one or more significant inputs are unobservable.
The following methods and assumptions are used by the Company in estimating fair values of its financial instruments:
Cash and Cash Equivalents: Cash includes cash on hand and with banks. Cash equivalents are short-term highly liquid investments with original maturities of three months or less. The carrying value of cash and cash equivalents approximates fair value due to the relatively short period of time between the origination of the instruments and their expected realization. Cash and cash equivalents are classified as a Level 1 financial asset.
Loans: The fair value of the Company's direct cash loans and sales finance contracts approximate the carrying value since the estimated life, assuming prepayments, is short-term in nature. The fair value of the Company's real estate loans approximates the carrying value since the interest rate charged by the Company approximates market rates. Loans are classified as a Level 3 financial asset.
23


Marketable Debt Securities: Management has designated the Company's investment securities held in the Company's investment portfolio at September 30, 20222023 and December 31, 20212022 as being available-for-sale. The investment portfolio is reported at fair value with unrealized gains and losses excluded from earnings and reported in other comprehensive income (loss) included in the consolidated statements of comprehensive income (loss). Gains and losses on sales of securities designated as available-for-sale are determined based on the specific identification method; therefore, Marketable Debt Securities are classified as a Level 2 financial asset.
25


Corporate Securities: The Company estimates the fair value of corporate securities with readily determinable fair values based on quoted prices observed in active markets; therefore, these investments are classified as a Level 1 financial asset.
Senior Debt Securities: The carrying value of the Company's senior debt securities approximates fair value due to the relatively short period of time between the origination of the instruments and their expected payment. Senior debt securities are classified as a Level 2 financial liability.
Subordinated Debt Securities: The carrying value of the Company's subordinated debt securities approximates fair value due to the re-pricing frequency of the securities. Subordinated debt securities are classified as a Level 2 financial liability.
The Company is responsible for the valuation process and as part of this process may use data from outside sources in establishing fair value. The Company performs due diligence to understand the inputs and how the data was calculated or derived. The Company employs a market approach in the valuation of its obligations of states, political subdivisions and municipal revenue bonds that are available-for-sale. These investments are valued on the basis of current market quotations provided by independent pricing services selected by Management based on the advice of an investment manager. To determine the value of a particular investment, these independent pricing services may use certain information with respect to market transactions in such investment or comparable investments, various relationships observed in the market between investments, quotations from dealers, and pricing metrics and calculated yield measures based on valuation methodologies commonly employed in the market for such investments. Quoted prices are subject to our internal price verification procedures. We validate prices received using a variety of methods including, but not limited, to comparison to other pricing services or corroboration of pricing by reference to independent market data such as a secondary broker. There was no change in this methodology during any period reported.
Assets measured at fair value (in 000's) as of September 30, 20222023 and December 31, 20212022 were available-for-sale investment securities which are summarized below:
Fair Value Measurements at Reporting Date UsingFair Value Measurements at Reporting Date Using
DescriptionDescriptionSeptember 30,
2022
Quoted Prices
In Active
Markets for
Identical
Assets
(Level1)
Significant
Other
Observable
Inputs
(Level2)
Significant
Unobservable
Inputs
(Level3)
DescriptionSeptember 30,
2023
Quoted Prices
In Active
Markets for
Identical
Assets
(Level1)
Significant
Other
Observable
Inputs
(Level2)
Significant
Unobservable
Inputs
(Level3)
Corporate securitiesCorporate securities$343,925 $343,925 $— $— Corporate securities$401 $401 $— $— 
Obligations of states and political subdivisionsObligations of states and political subdivisions209,210,455 — 209,210,455 — Obligations of states and political subdivisions216,027 — 216,027 — 
TotalTotal$209,554,380 $343,925 $209,210,455 $— Total$216,428 $401 $216,027 $— 
Fair Value Measurements at Reporting Date UsingFair Value Measurements at Reporting Date Using
DescriptionDescriptionDecember 31,
2021
Quoted Prices
In Active
Markets for
Identical
Assets
(Level1)
Significant
Other
Observable
Inputs
(Level2)
Significant
Unobservable
Inputs
(Level3)
DescriptionDecember 31,
2022
Quoted Prices
In Active
Markets for
Identical
Assets
(Level1)
Significant
Other
Observable
Inputs
(Level2)
Significant
Unobservable
Inputs
(Level3)
Corporate securitiesCorporate securities$418,548 $418,548 $— $— Corporate securities$380 $380 $— $— 
Obligations of states and political subdivisionsObligations of states and political subdivisions261,183,377 — 261,183,377 — Obligations of states and political subdivisions219,648 — 219,648 — 
TotalTotal$261,601,925 $418,548 $261,183,377 $— Total$220,028 $380 $219,648 $— 

2426


Note 5 – Leases
The Company is obligatedCompany's operations are carried on in locations which are occupied under operating leases for its branch loan offices and home office locations. The operating leaseslease agreements. These lease agreements are recorded as operating lease right-of-use (“ROU”) assets and operating lease liabilities. Lease payments during the nine-month period ended September 30, 2023 were $6.3 million compared to $5.8 million for the same period in the prior year. The Company’s lease maturities schedules as of September 30, 2023 and September 30, 2022 are presented in the tables that follow.
ROU assets represent the Company’s right to use an underlying asset during the lease term and the operating lease liabilities represent the Company’s obligations for lease payments in accordance with the lease. Recognition of ROU assets and liabilities are recognized at the lease commitment date based on the present value of the remaining lease payments using a discount rate that represents the Company’s incremental borrowing rate at the lease commitment date or the ASC Topic 842 adoption date. Operating lease expense, which is comprised of amortization of the ROU asset and the implicit interest accreted on the operating lease liability, is recognized on a straight-line basis over the lease term and is recorded in occupancy expense in the condensed consolidated statement of income.
Remaining lease terms range from 1 to 10 years. The Company’s leases are not complex and do not contain residual value guarantees, variable lease payments, or significant assumptions or judgments made in applying the requirements of ASC Topic 842. Operating leases with a term of 12 months or less are not recorded on the balance sheet and the related lease expense is recognized on a straight-line basis over the lease term. Operating lease ROU assets and operating lease liabilities were $41.7 million and $42.8 million at September 30, 2023, respectively and $37.9 million and $38.7 million at September 30, 2022, respectively and $34.9 million and $35.5 million at September 30, 2021, respectively. At December 31, 20212022 the operating lease ROU assets and operating liabilities were $34.8$38.2 million and $35.4$39.0 million, respectively.
The table below summarizes our lease expense and other information related to the Company’s operating leases with respect to ASC Topic 842:
Three Months Ended September 30, 2022Nine Months Ended September 30, 2022Three Months Ended September 30, 2023Nine Months Ended September 30, 2023
Operating lease expenseOperating lease expense$1,982,602 $5,827,850 Operating lease expense$2,150,405$6,282,110 
Cash paid for amounts included in the measurement of lease liabilities:Cash paid for amounts included in the measurement of lease liabilities:Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leasesOperating cash flows from operating leases1,938,062 5,725,541 Operating cash flows from operating leases2,094,5566,146,441 
Weighted-average remaining lease term – operating leases (in years)7.17 
Weighted-average remaining lease term – operating leasesWeighted-average remaining lease term – operating leases7.09 years
Weighted-average discount rate – operating leasesWeighted-average discount rate – operating leases4.72 % Weighted-average discount rate – operating leases5.28 %
Lease maturity schedule as of September 30, 2022:Amount 
Remainder of 2022$1,967,552 
20237,506,393 
Lease maturity schedule as of September 30, 2023:Lease maturity schedule as of September 30, 2023:Amount
Remainder of 2023Remainder of 2023$2,131,167
202420246,709,791 20248,307,997
202520256,344,271 20257,912,595
202620265,777,773 20267,364,052
2027 and beyond17,343,550 
202720276,547,830
2028 and beyond2028 and beyond19,155,793
TotalTotal45,649,330 Total51,419,434
Less: DiscountLess: Discount(6,910,444)Less: Discount(8,657,091)
Present Value of Lease LiabilityPresent Value of Lease Liability$38,738,886 Present Value of Lease Liability$42,762,343
2527


Three Months Ended September 30, 2021Nine Months Ended September 30, 2021Three Months Ended September 30, 2022Nine Months Ended September 30, 2022
Operating lease expenseOperating lease expense$1,886,300 $5,597,703 Operating lease expense$1,982,602$5,827,850 
Cash paid for amounts included in the measurement of lease liabilities:Cash paid for amounts included in the measurement of lease liabilities:  Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leasesOperating cash flows from operating leases1,859,919 5,505,031 Operating cash flows from operating leases1,938,0625,725,541 
Weighted-average remaining lease term – operating leases (in years)7.02
Weighted-average remaining lease term – operating leasesWeighted-average remaining lease term – operating leases7.17 years
Weighted-average discount rate – operating leasesWeighted-average discount rate – operating leases4.55 %Weighted-average discount rate – operating leases4.72 %
Lease maturity schedule as of September 30, 2021:Amount
Remainder of 2021$1,871,404 
20227,144,891 
Lease maturity schedule as of September 30, 2022:Lease maturity schedule as of September 30, 2022:Amount
Remainder of 2022Remainder of 2022$1,967,552
202320236,268,419 20237,506,393
202420245,485,448 20246,709,791
202520255,128,419 20256,344,271
2026 and beyond15,402,634 
202620265,777,773
2027 and beyond2027 and beyond17,343,550
TotalTotal41,301,215 Total45,649,330
Less: DiscountLess: Discount(5,783,693)Less: Discount(6,910,443)
Present Value of Lease LiabilityPresent Value of Lease Liability$35,517,522 Present Value of Lease Liability$38,738,887
Note 6 – Commitments and Contingencies
We conduct our lending operations under the provisions of various federal and state laws, implementing regulations, and insurance regulations. Changes in the current regulatory environment, or the interpretation or application of current regulations, could impact our business.
The Company is subject to various legal proceedings, claims and administrative proceedings arising in the ordinary course of its business, some of which are expected to be covered by liability insurance. Management makes assumptions and estimates concerning the likelihood and amount of any potential loss relating to these matters using the latest information available. The Company records a liability for litigation if an unfavorable outcome is probable and the amount of loss or range of loss can be reasonably estimated. If an unfavorable outcome is probable and a reasonable estimate of the loss is a range, the Company accrues the best estimate within the range. If no amount within the range is a better estimate than any other amount, the Company accrues the minimum amount within the range. If an unfavorable outcome is probable but the amount of the loss cannot be reasonably estimated, the Company discloses the nature of the litigation and indicates that an estimate of the loss or range of loss cannot be made. If an unfavorable outcome is reasonably possible and the estimated loss is material, the Company discloses the nature and estimate of the possible loss of the litigation. The Company does not disclose information with respect to litigation where an unfavorable outcome is considered to be remote or where the estimated loss (whether on the merits or by virtue of the existence of collectible insurance) would not be material. Based on current expectations, such matters, both individually and in the aggregate, are not expected to have a material adverse effect on the liquidity, results of operations, business or financial condition of the Company.
As previously disclosed, the Company suffered a cyber-attack against certain systems within the Company's network environment on or about November 17, 2022. There were no material developments regarding this attack during the quarter ended September 30, 2023. For previously reported information about the November 17, 2022 incident, refer to "Item 1A: Risk Factors" and “Item 3. Legal Proceedings” in our Annual Report on Form 10-K for the year ended December 31, 2022 and “Part II. Other information, Item 1. Legal Proceedings” and “Notes to Unaudited Condensed Consolidated Financial Statements – Note 6 – Commitments and Contingencies” in our subsequent Quarterly Reports on Form 10-Q for the quarters ended March 31, 2023 and June 30, 2023.
The Company incurred investigation and remediation costs totaling $5 million as of September 30, 2023. As of September 30, 2023, the company has recovered $3.7 million, leaving an unrecovered amount of $1.3 million. This unrecovered amount is recognized in the Company's consolidated statements of income and retained earnings in other expenses. Additional insurance recoveries from the cyber insurance policy are expected; however, the Company is currently unable to estimate the timing and amount of such recoveries.
28


Note 7 – Income Taxes
The Company has elected to be treated as an S corporation for income tax reporting purposes. The taxable income or loss of an S corporation is treated as income of and is reportable in the individual tax returns of the shareholders of the Company in an appropriate allocation. Accordingly, deferred income tax assets and liabilities have been eliminated and no provisions for current and deferred income taxes were made by the Company except for amounts attributable to state income taxes for certain states, which do not recognize S corporation status for income tax reporting purposes. Deferred income tax assets and liabilities will continue to be recognized and provisions for current and deferred income taxes will be made by the Company’s subsidiaries as they are not permitted to be treated as S Corporations.

26


Effective income tax rates wererate was 13% and 52% during the three and nine months ended September 30, 2023, respectively, compared to 43% and 16% during the three- and nine-monthsame periods ended September 30, 2022, respectively, compared to 9% and 8%, for the same periods last year. During the current year, the S corporation2022. The effective income was lower than the prior year, which decreased the overall pre-tax income of the Company resulting in a higher effective tax rate fordiffers from the 2022 reporting period comparedstatutory rate due to changes in the same period in 2021.proportion of income earned by the Company's insurance subsidiaries.
Note 8 – Credit Agreement
Effective September 11, 2009, theThe Company entered intois party to a credit facilityagreement with Wells Fargo Preferred Capital, Inc.Bank, N.A. As amended to date, the credit agreement provides for borrowings and reborrrowings up to the lesser of $230.0 million or 70% of the Company’s net finance receivables (as defined in the credit agreement). Available borrowings under the credit agreement were $172.6$120.7 million and $169.7$162.5 million at September 30, 20222023 and December 31, 2021,2022, at an interest raterates of 5.30%8.18% and 3.50%6.97%, respectively. Outstanding borrowings on the credit line were $57.4$109.3 million and $60.3$67.5 million at September 30, 20222023 and December 31, 2021,2022, respectively. The credit agreement contains covenants customary for financing transactions of this type. At September 30, 2022,Required monthly reports include the Company believes it was in compliance with allCompany's performance on its covenants. The credit agreement has a commitment termination date of February 28, 2025.
Note 9 – Related Party Transactions
The Company leased a portion of its properties (see Note 5) for an aggregate of $156,800 per year from certain officers or stockholders.
The Company engages from time to time in transactions with related parties. The Company has an outstanding loan to a real estate development partnership of which oneDavid Cheek (son of Ben F. Cheek, III) who beneficially owns 24.24% of the Company’s beneficial ownersvoting stock, is a partner. The balance on thethis commercial loan (including principal and accrued interest) was $1.9$2.1 million at September 30, 2022. 2023. The terms of this loan are not equivalent to those that prevail in the Company's arm's-length transactions.
The Company also has a loan for premium payments to a trust of ana retired executive officer’s irrevocable life insurance policy. The principal balance on this loan at September 30, 20222023 was $0.5 million. Please refer to the disclosure contained in Note 12 “Related Party Transactions” in the Notes to Consolidated Financial Statements in the Company’s Annual Report on Form 10-K as of and for the year ended December 31, 20212022 for additional information on related party transactions.
Note 10 – Segment Financial Information
The Company discloses segment information in accordance with ASC Topic 280. ASC Topic 280 requires companies to determine segments based on how Management makes decisions about allocating resources to segments and measuring their performance.
The Company has eightten divisions which comprise its operations: Division I through Division V, Division VII, Division VIII and Division IX.operations. Each division consists of branch offices that are aggregated based on vice president responsibility and geographic location. Division I consistsEach state has one vice president of offices located in South Carolina. Offices inoperations, with the exception of Georgia. Georgia is split into three divisions, North Georgia comprises Division II, Division III consists of offices in("NGA"), Middle Georgia ("MGA"), and South Georgia ("SGA"). Tennessee and Division IX consists of offices in West Georgia. Division IV represents our Alabama offices, Division V represents our Mississippi offices, Division VII represents our Kentucky ("TN & KY") branches share a vice president and Tennessee branch offices and Division VIII represents our Louisiana and Texas offices.are segmented as one division.
Accounting policies of each of the divisions are the same as those for the Company as a whole. Performance is measured based on objectives set at the beginning of each year and include various factors such as division profit, growth in earning assets and delinquency and loan loss management. All division revenues result from transactions with third parties. The Company does not allocate income taxes or corporate headquarter expenses to the divisions.









2729



Below is a performance recap of each of the Company’s divisions for the three- and nine-month periods ended September 30, 2022,2023, and 2021,2022, followed by a reconciliation to consolidated Company data.
Division
I
Division
II
Division
III
Division
IV
Division
V
Division
VII
Division
VIII
Division
IX
TotalSC DivisionMGA DivisionSGA DivisionAL DivisionMS DivisionVA DivisionTN & KY DivisionLA DivisionTX DivisionNGA DivisionTotal
(in thousands)(in thousands)
Division Revenues:Division Revenues:Division Revenues:
3 Months Ended 09/30/20233 Months Ended 09/30/2023$11,776 $11,172 $11,769 $13,178 $8,824 $102 $10,151 $7,602 $1,824 $9,850 $86,248 
3 Months Ended 09/30/20223 Months Ended 09/30/2022$11,334 $11,092 $11,405 $12,737 $8,968 $8,882 $8,751 $9,735 $82,904 3 Months Ended 09/30/2022$11,334 $11,092 $11,405 $12,737 $8,968 $— $8,882 $7,547 $1,204 $9,735 $82,904 
3 Months Ended 09/30/2021$10,020 $10,174 $10,592 $11,469 $7,756 $7,223 $6,450 $8,916 $72,600 
9 Months Ended 09/30/20239 Months Ended 09/30/2023$33,847 $32,131 $33,768 $37,301 $26,017 $164 $27,834 $21,983 $4,726 $28,592 $246,363 
9 Months Ended 09/30/20229 Months Ended 09/30/2022$32,518 $31,983 $33,367 $37,203 $26,008 $24,709 $24,959 $28,108 $238,855 9 Months Ended 09/30/2022$32,518 $31,983 $33,367 $37,203 $26,008 $— $24,709 $21,846 $3,113 $28,108 $238,855 
9 Months Ended 09/30/2021$29,246 $29,304 $31,083 $32,653 $22,258 $20,941 $18,400 $26,056 $209,941 
Division Profit:Division Profit:        Division Profit:
3 Months Ended 09/30/20233 Months Ended 09/30/2023$3,185 $3,459 $4,182 $3,760 $1,614 $(85)$1,663 $(3,464)$(1,703)$2,244 $14,855 
3 Months Ended 09/30/20223 Months Ended 09/30/2022$3,227 $4,170 $4,724 $4,091 $2,717 $1,916 $1,770 $3,326 $25,941 3 Months Ended 09/30/2022$3,227 $4,170 $4,724 $4,091 $2,717 $— $1,916 $2,049 $(279)$3,326 $25,941 
3 Months Ended 09/30/2021$3,711 $5,231 $5,219 $5,573 $3,234 $2,691 $1,166 $3,429 $30,254 
9 Months Ended 09/30/20239 Months Ended 09/30/2023$7,526 $9,330 $11,917 $8,577 $4,777 $(228)$3,542 $4,339 $(1,661)$6,829 $54,948 
9 Months Ended 09/30/20229 Months Ended 09/30/2022$11,006 $13,512 $14,598 $14,299 $9,230 $6,860 $6,616 $10,641 $86,762 9 Months Ended 09/30/2022$11,006 $13,512 $14,598 $14,299 $9,230 $— $6,860 $7,016 $(400)$10,641 $86,762 
9 Months Ended 09/30/2021$11,193 $15,042 $15,746 $15,381 $9,244 $7,442 $4,035 $10,991 $89,074 
Division Assets:Division Assets:Division Assets:
09/30/2022$122,641 $133,286 $128,703 $161,811 $98,914 $100,318 $100,890 $116,938 $963,501 
12/31/2021$115,423 $123,844 $125,568 $152,409 $91,774 $91,753 $90,425 $109,411 $900,607 
09/30/202309/30/2023$123,460 $132,318 $128,832 $172,911 $97,173 $2,452 $119,072 $86,001 $27,317 $118,215 $1,007,751 
12/31/202212/31/2022$121,529 $132,237 $128,774 $158,096 $97,977 $259 $100,205 $83,686 $17,206 $116,852 $956,821 
3 Months Ended 09/30/20233 Months Ended 09/30/20229 Months Ended 9/30/20239 Months Ended 9/30/2022
(in 000’s)(in 000’s)(in 000’s)(in 000’s)
Reconciliation of Revenues:
Total revenues from reportable divisions$86,248 $82,904 $246,363 $238,855 
Corporate finance charges earned, not allocated to divisions47 30 $132 76 
Corporate investment income earned, not allocated to divisions2,524 2,040 $7,428 5,834 
Timing difference of insurance income allocation to divisions1,051 2,356 $5,531 8,315 
Other revenue not allocated to divisions$64 21 
Consolidated Revenues (1)$89,871 $87,332 $259,518 $253,101 
3 Months Ended 09/30/20233 Months Ended 09/30/20229 Months Ended 9/30/20239 Months Ended 9/30/2022
(in 000’s)(in 000’s)(in 000’s)(in 000’s)
Reconciliation of Income Before Taxes:
Profit per division$21,255 $25,941 $54,948 $86,762 
Corporate earnings not allocated3,624 4,429 13,154 14,245 
Corporate expenses not allocated(14,334)(27,229)(61,504)(80,845)
Consolidated Income Before Income Taxes$10,545 $3,141 $6,598 $20,162 

3 Months Ended 09/30/20223 Months Ended 09/30/20219 Months Ended 09/30/20229 Months Ended 09/30/2021
(in 000’s)(in 000’s)(in 000’s)(in 000’s)
Reconciliation of Revenues:
Total revenues from reportable divisions$82,904 $72,600 $238,855 $209,941 
Corporate finance charges earned, not allocated to divisions30 22 76 67 
Corporate investment income earned, not allocated to divisions2,040 1,811 5,834 5,549 
Timing difference of insurance income allocation to divisions2,356 2,613 8,315 7,557 
Other revenue not allocated to divisions21 10 
Consolidated Revenues (1)$87,332 $77,050 $253,101 $223,124 
3 Months Ended 09/30/20223 Months Ended 09/30/20219 Months Ended 09/30/20229 Months Ended 09/30/2021
(in 000’s)(in 000’s)(in 000’s)(in 000’s)
Reconciliation of Profit:
Profit per division$25,941 $30,254 $86,762 $89,074 
Corporate earnings not allocated4,429 4,450 14,245 13,183 
Corporate expenses not allocated(27,229)(23,419)(80,844)(67,231)
Consolidated Income Before Income Taxes$3,141 $11,285 $20,162 $35,026 

Note 1:(1) Includes Finance Charge Income, Investment Income, Insurance Premium Revenues and Other Revenue.
2830


BRANCH OPERATIONS
J. Patrick Smith, IIISenior Vice President
Joseph R. CherryVice President
M. Summer ClevengerVice President
John B. GrayVice President
Jerry W. HughesVice President
Marty MiskellyVice President
Virginia K. PalmerVice President
Jennifer C. PurserVice President
Michael ShanklesVice President
Michael J. WhitakerVice President
REGIONAL OPERATIONS DIRECTORS
Sonya AcostaCarla EldridgeTammy HoodSylvia McClungAnthony Seney
Maurice BizeJimmy FairbanksSue IserNokie MooreGreg Shealy
Derrick BlalockChad FrederickJonathan KendrickLauren MunozTonya Slaten
Nicholas BlevinsPeyton GivensSteve KnottsWilliam MurrilloCliff Snyder
Janet BrownleeKim GolkaKatie LandryJosh NickersonMichael Spriggs
Ron ByerlyKevin GrayBecki LawhonMike OliveLou Stokes
Bryan CookTabatha GreenJeff LeeDeloris O’NealMelissa Storck
Stacy CoursonJenna HendersonTammy LeeWanda ParhamHarriet Welch
Chris DeakleBrian HillJeff LindbergApril PelphreyRobert Whitlock
Dee Dee DunhamRebecca HollowayJimmy MahaffeyGerald Rhoden
29


BRANCH OPERATIONS
SOUTH CAROLINAMIDDLE GEORGIA
M. Summer ClevengerVice PresidentMichael J. WhitakerVice President
Regional Operations DirectorsRegional Operations Directors
Nicholas D. BlevinsGerald D. RhodenJanet R. BrownleeJames A. Mahaffey
Jenna L. HendersonGregory A. ShealyRonald E. ByerlyDeloris O’Neal
Becki B. LawhonLouise S. StokesKathryn LandryHarriet H. Welch
Tammy T. Lee
 SOUTH GEORGIANORTH GEORGIA
Michael E. ShanklesVice PresidentJennifer C. PurserVice President
Regional Operations DirectorsRegional Operations Directors
Stacy M. CoursonSylvia J. McClungJames D. BlalockNokie Moore
Deirdre A. DunnamWanda ParhamKimberly L. GolkaApril Pelphrey
Jeffrey C. LeeRobert D. WhitlockKevin M. GrayF. Cliff Snyder
ALABAMAMISSISSIPPI
Jerry W. HughesVice PresidentMarty B. MiskellyVice President
Regional Operations DirectorsRegional Operations Directors
M. Peyton GivensJohnny M. OliveMaurice J. Bize, Jr.Teresa Grantham
Tomerria S. IserTonya SlatenCarla A. EldridgeRebecca L. Holloway
Jonathan M. KendrickMichael L. SpriggsJimmy R. Fairbanks, Jr.
Jeffrey A. Lindberg
KENTUCKY and TENNESSEELOUISIANA
Joseph R. CherryVice PresidentJohn B. GrayVice President
Chad FrederickAssistant Vice President
Regional Operations DirectorsRegional Operations Directors
Zack CokerWilliam N. MurilloSonya L. AcostaTabatha A. Green
Brian M. HillJoshua C. NickersonBryan W. CookAnthony B. Seney
Tammy R. HoodMelissa D. StorckL. Christopher Deakle
J. Steven KnottsGary Zortman
TEXASVIRGINIA
Lori SanchezVice PresidentM. Summer ClevengerVice President
Regional Operations Directors
Lauren MunozBrittany Rubio
Chadd Stewart
31


BRANCH OPERATIONS
ALABAMA
AdamsvilleBrewtonFlorenceFort PayneMobileMoultonPelhamPrattvilleSylacaugaTalladega
AlbertvilleClantonFort PayneGadsdenMoodyMuscle ShoalsPrattvilleRobertsdaleTalladegaTallassee
Alexander CityCullmanGadsdenHamiltonOneontaRussellville (2)MoultonTroyRobertsdaleTallassee
AndalusiaDecaturHamiltonMuscle Shoals
Russellville Huntsville (2)
Troy
Arab
Dothan (2)
Huntsville (2)
OpelikaSaralandTrussville
AthensArabEnterpriseDothanJacksonOxfordScottsboroTuscaloosa
Bay MinetteAthensFayetteEnterpriseJasperOzarkSelmaWetumpka
Bay MinetteFayetteMobilePelhamSylacauga
BessemerFlorenceMoodyPell City
GEORGIA
AcworthCantonDaltonGreensboroManchesterSwainsboroSylvania
AdelCarrolltonDawsonGriffinMcDonoughSylvaniaSylvester
Albany (2)
Cartersville
Douglas (2)
HartwellMilledgevilleSylvesterThomaston
AlmaCedartownDouglasvilleHawkinsvilleMonroeThomastonThomasville
AmericusChatsworthDublinHazlehurstMontezumaThomasvilleThomson
Athens (2)
ClarkesvilleEast EllijayHelenaMonticelloThomsonTifton
AugustaClaxtonEastman
Hinesville (2)
MoultrieTiftonToccoa
BainbridgeClaytonEatontonHiramNashvilleToccoaTucker
BarnesvilleClevelandElbertonHogansvilleNewnanTuckerValdosta
BaxleyCochranFayettevilleJacksonPerryValdostaVidalia
BlairsvilleColquittFitzgeraldJasperPoolerVidaliaVilla Rica
Blakely
Columbus (2)
Flowery BranchJeffersonRichmond Hill
Villa RicaWarner Robins
(2)
Blue RidgeCommerceForest ParkJesupRome
Warner Robins Washington(2)
BremenConyersForsythKennesawRoystonWashingtonWaycross
BrunswickCordeleFort ValleyLaGrangeSandersvilleWaycrossWaynesboro
BufordCorneliaFt. OglethorpeLavoniaSandy SpringsSavannahWaynesboroWinder
ButlerCovingtonGainesvilleLawrencevilleSavannahStatesboroWinder
CairoCummingGarden City
Macon (2)
StatesboroStockbridge 
CalhounDahlonegaGeorgetownMadisonStockbridgeSwainsboro 
KENTUCKY
CadizHopkinsvilleMadisonvillePaducahShelbyvilleSomerset
ElizabethtownLouisvilleJacksonPaducahMoreheadShelbyvilleRichmondShepherdsville
HarlanLouisville
3032


BRANCH OPERATIONS
(Continued)
LOUISIANA
AbbevilleCovingtonHammondLaPlaceMorgan CityRuston
AlexandriaCrowleyHoumaLeesvilleNatchitochesSlidell
BakerDenham SpringsJenaMarksvilleNew IberiaSulphurSlidell
BastropAlexandriaDeRidderDenham SpringsKennerMarreroOpelousasThibodauxSulphur
Baton RougeBakerEuniceDeRidderLafayetteMindenPinevilleWest MonroeThibodaux
Bossier CityBastropFranklinEuniceLake CharlesMonroePrairievilleWest Monroe
Baton RougeFranklinLaPlaceMorgan CityRustonWinnsboro
Bossier CityHammondLeesvilleNatchitochesShreveport
CovingtonHouma
MISSISSIPPI
AmoryColumbiaGulfportLaurelOlive BranchRidgeland
BatesvilleColumbusHattiesburgLouisvilleOxfordRipley
Bay St. LouisCorinthHazlehurstMageePearlSenatobia
BoonevilleD’IbervilleHernandoMcCombPhiladelphiaStarkville
BrookhavenForestHoustonMeridianPicayuneTupelo
CarthageGreenwoodIukaNew AlbanyPontotocWinona
ClintonGrenadaKosciuskoNewton
SOUTH CAROLINA
AikenCherawGaffneyLancasterNewberrySpartanburg
AndersonChesterGeorgetownLaurensNorth CharlestonSummerville
Batesburg-
Leesvile
ColumbiaGreenwoodLexingtonNorth GreenvilleSumter
BeaufortConwayGreerManningOrangeburgUnion
Boling SpringsDillonHartsvilleMarionRock HillWalterboro
CamdenEasleyIrmoMoncks CornerSenecaWinnsboro
CayceFlorenceLake CityMyrtle BeachSimpsonvilleYork
Charleston
TENNESSEE
AthensDaytonCrossvilleGreenevilleLaFolletteMillingtonSavannah
BristolDicksonHixsonLebanonMorristownSevierville
ClarksvilleDyersburgJacksonLenoir CityMurfreesboroSmyrna
BristolDaytonHixsonLenoir CityNewportSpringfield
ClarksvilleDicksonJacksboroLexingtonPowellTazewell
ClevelandDyersburgJacksonMadisonvillePulaskiTullahoma
ColumbiaElizabethtonJohnson CityLexingtonMaryvilleNewportSavannahTazewell
ColumbiaFayettevilleKingsportMadisonvillePowellTullahomaWinchester
CookevilleFayettevilleLafayetteKingsportMaryvilleMillingtonPulaskiSeviervilleWinchester
CrossvilleCordovaGallatinLafayetteMorristown
TEXAS
Austin (2)ConroeCorpus ChristiLongviewNew BraunfelsPearlandTempleSan Antonio (2)Texarkana
BastropLongviewHuntsvilleLufkinPasadenaTempleVictoria
ConroeKatyMissouri CityPearland
VIRGINIA
AbingdonMechanicsville
3133


DIRECTORS
Ben F. Cheek, IV
Chairman
1st Franklin Financial Corporation
Ben F. Cheek, III
Chairman Emeritus
1st Franklin Financial Corporation
Virginia C. Herring
Vice Chairman, President and Chief Executive Officer
1st Franklin Financial Corporation
Jerry J. Harrison, Jr.
Project EngineerExecutive Vice President and Chief Strategy Officer
1st Franklin Financial Corporation
Donata Ison
Vice President of Finance
Armhr
John G. Sample, Jr.
CPA
C. Dean Scarborough
Retired Retail Business Owner
A. Roger Guimond
Retired Executive Officer,
1st Franklin Financial Corporation
Jim H. Harris, III
Retired Founder / Co-owner
Unichem Technologies
Retired Founder / Owner / President
Moonrise Distillery
C. Dean Scarborough
Retired Retail Business Owner

Keith D. Watson
Chairman
Bowen & Watson, Inc.

3234


EXECUTIVE OFFICERS
Ben F. Cheek, IV
Chairman
Ben F. Cheek, III
Chairman Emeritus
Virginia C. Herring
Vice Chairman, President and Chief Executive Officer
Brian J. Gyomory
Executive Vice President and Chief Financial Officer
Julie I. Baker
Executive Vice President and Chief Information Security Officer
Daniel E. Clevenger, II
Executive Vice President and Chief Compliance Officer
Jerry J. Harrison, Jr.
Executive Vice President - Complianceand Chief Strategy Officer
Gary L. McQuain
Executive Vice President and Chief Operating Officer
Mark J. Scarpitti
Executive Vice President and General Counsel
Acting Corporate Secretary / Treasurer
Joseph A. Shaw
Executive Vice President and Chief Information Officer
Jeffrey R. Thompson
Executive Vice President and Chief Human Resources Officer
Chip Vercelli
Executive Vice President and Chief Regulatory and Government Affairs Officer
LEGAL COUNSEL
Jones Day
1221 Peachtree Street, N.E.
Suite 400
Atlanta, Georgia 30361
INDEPENDENT AUDITORS
Deloitte & Touche LLP
191 Peachtree Street, N.E.
Atlanta, Georgia 30303
3335