SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C.  20549

 

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FORM 10-Q

 

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

 

For the Quarterly Period Ended March 31,June 30, 2021

 

OR

 

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

 

For the transition period from ______________ to _____________

 

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Commission File Number 2-27985

 

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1st Franklin Financial Corporation1st FRANKLIN FINANCIAL CORP

 

A Georgia CorporationI.R.S. Employer Identification No. 58-0521233 

 

135 East Tugalo Street

Post Office Box 880

Toccoa, Georgia 30577

(706) 886-7571

 

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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 [x]  No __[  ]

 

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__[x]   No [  ]

 

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 __ Accelerated Filer ___  Non-Accelerated Filer  X_  Smaller Reporting Company  __☐   Emerging Growth Company ___☐

 


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.  ___

 

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

 

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

 

ClassOutstanding April 30,July 31, 2021 

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 six months ended March 31,June 30, 2021 is incorporated by reference herein.  See Exhibit 13.

 

 

 

Condensed Consolidated Statements of Financial Position (Unaudited):

 

 

 

March 31,June 30, 2021 and December 31, 2020

 

 

 

Condensed Consolidated Statements of Income and Retained Earnings (Unaudited):

 

 

 

Three and Six Months Ended March 31,June 30, 2021 and March 31,June 30, 2020

 

 

 

 

 

 

Condensed Consolidated Statements of Comprehensive Income (Unaudited):

 

 

 

Three and Six Months Ended March 31,June 30, 2021 and March 31,June 30, 2020

 

 

 

Condensed Consolidated Statements of Stockholders’Stockholders' Equity (Unaudited):

 

 

Threehree and Six Months Ended March 31,June 30, 2021 and March 31,June 30, 2020

 

 

 

 

 

Condensed Consolidated Statements of Cash Flows (Unaudited):

 

 

ThreeSix Months Ended March 31,June 30, 2021 and March 31,June 30, 2020

 

 

 

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 six months ended March 31,June 30, 2021 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 six months ended March 31,June 30, 2021 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 March 31,June 30, 2021, 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.

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There were no changes in the Company's internal control over financial reporting that occurred during the quarter ended March 31,June 30, 2021 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

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PART II.  OTHER INFORMATION

 

ITEM 1.

Legal Proceedings:

 

 

 

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.INS

 

101.SCH

 

101.CAL

 

101.LAB

 

101.PRE

 

101.DEF

104

Quarterly Report to Investors as of and for the Three and Six Months Ended June 30, 2021.March 31, 2021.

 

Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) / 15d-14(a) of the Securities Exchange Act of 19341934..

 

Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) / 15d-14(a) of the Securities Exchange Act of 19341934..

 

Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 20022002..

 

Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 20022002..

 

Inline XBRL Instance Document.  The Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

 

Inline XBRL Taxonomy Extension Schema Document.

 

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

 

Inline XBRL Taxonomy Extension Label Linkbase Document.

 

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

 

Inline XBRL Taxonomy Extension Definition Linkbase Document.

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

 

 

 

 

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:May 14,August 13, 2021 

 

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