<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: April 27, 1994
THE FOOTHILL GROUP, INC.
(Exact name of registrant as specified in charter)
<TABLE>
<CAPTION>
Delaware 0-5467 94-166335
-------- ------ ----------
<S> <C> <C>
(State of Incorporation) (Commission (IRS Employer
File Number) Identification No.)
</TABLE>
11111 Santa Monica Boulevard
Los Angeles, California 90025
-----------------------------------------
(Address of principal executive office)
Registrant's telephone number: (310) 996-7000
<PAGE> 2
Item 7: Financial Statements, Pro Forma Financial Information and Exhibits
Exhibit 28 - Additional Exhibits
Press release declaring quarterly dividend and new director
elected.
Press release announcing Henry Jordan's promotion to Sr. VP.
Press release announcing new senior rating from Fitch for
subsidiary.
Press release announcing first quarter earnings.
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, hereunto duly authorized.
Dated: April 27, 1994 THE FOOTHILL GROUP, INC.
By: C/HENRY K. JORDAN
------------------------
Henry K. Jordan
Vice President and
Chief Financial Officer
<PAGE> 3
Contact: HENRY K. JORDAN THE FOOTHILL GROUP, INC.
Senior Vice President 11111 Santa Monica Boulevard
& Chief Financial Officer Los Angeles, California 90025
310-996-7000
Foothill.
NEWS
THE FOOTHILL GROUP, INC. DECLARES QUARTERLY
DIVIDEND AND ELECTS NEW DIRECTOR
LOS ANGELES, CALIFORNIA, February 7, 1994 . . . The
Foothill Group, Inc. (NYSE-FGI) Board of Directors today declared a
$.05 quarterly cash dividend on its Class A common stock. The
dividend is payable on April 21, 1994, to shareholders of record on
March 21, 1994.
The Foothill Board also elected Mr. Steven L. Volla,
Chairman of the Board and Chief Executive Officer of American
Healthcare Management Inc., to Foothill's Board of Directors. Mr.
Volla is filling the board seat vacated by Mr. Richard J. Riordan who
resigned from the Foothill Board in June 1993 due to his election as
the mayor of the City of Los Angeles.
The Foothill Group, Inc. is a financial services
company engaged in the asset-based lending and asset management
businesses. As of December 31, 1993, Foothill had total assets owned
or under management of more than $1.1 billion. Foothill Capital
Corporation, its wholly owned subsidiary, provides asset-based
financing secured by accounts receivable, inventory, equipment and
other assets to businesses nationwide. The parent company's asset
management operation manages
<PAGE> 4
institutional limited partnerships which invest in the debt of companies which
are in reorganization or in the process of restructuring.
<PAGE> 5
Contact: HENRY K. JORDAN THE FOOTHILL GROUP, INC.
Senior Vice President & 11111 Santa Monica Boulevard
Chief Financial Officer Los Angeles, California 90025
310-996-7000
Foothill.
NEWS
THE FOOTHILL GROUP, INC. PROMOTES
VICE PRESIDENT
LOS ANGELES, CALIFORNIA, February 14, 1994 . . . The
Foothill Group, Inc. (NYSE-FGI) today announced the promotion of Mr.
Henry K. Jordan to Senior Vice President, Chief Financial Officer and
Corporate Secretary. Mr. Jordan held the post of Vice President and
Controller from November, 1984 through February, 1990 and since
February, 1990 has served as Vice President, Chief Financial Officer
and Corporate Secretary.
The Foothill Group, Inc. is a financial services
company engaged in the asset-based lending and asset management
businesses. As of December 31, 1993, Foothill had total assets owned
or under management of more than $1.1 billion. Foothill Capital
Corporation, its wholly owned subsidiary, provides asset-based
financing secured by accounts receivable, inventory, equipment and
other assets to businesses nationwide. The parent company's asset
management operation manages institutional limited partnerships which
invest in the debt of companies which are in reorganization or in the
process of restructuring.
<PAGE> 6
Contact: HENRY K. JORDAN THE FOOTHILL GROUP, INC.
Senior Vice President & 11111 Santa Monica Boulevard
Chief Financial Officer Los Angeles, California 90025
310-996-7000
Foothill.
NEWS
FOOTHILL GROUP SUBSIDIARY
RECEIVES NEW SENIOR RATING
FROM FITCH INVESTORS SERVICE
LOS ANGELES, CALIFORNIA, March 28, 1994 . . .The
Foothill Group, Inc. (NYSE-FGI) today announced that its subsidiary,
Foothill Capital Corporation, has received a 'BBB+' rating on its
ability to meet principal and interest on senior obligations from
Fitch Investors Service, Inc.
Kent W. Dahl, Vice President and Treasurer of
Foothill Capital, stated, "We are very pleased to receive this new
rating from a major credit rating agency, which should, over time,
lower our borrowing costs and improve our access to the capital
markets."
The Foothill Group, Inc. is a financial services
company engaged in the asset-based lending and asset management
businesses. As of December 31, 1993, Foothill had total assets owned
or under management of more than $1.1 billion. Foothill Capital
Corporation, its wholly owned subsidiary, provides asset-based
financing secured by accounts receivable, inventory, equipment and
other assets to businesses nationwide. The parent company's asset
management operation manages
<PAGE> 7
institutional limited partnerships which invest in the debt of companies which
are in reorganization or in the process of restructuring.
<PAGE> 8
Contact: HENRY K. JORDAN THE FOOTHILL GROUP, INC.
Senior Vice President & 11111 Santa Monica Boulevard
Chief Financial Officer Los Angeles, California 90025
310-996-7000
Foothill.
NEWS
THE FOOTHILL GROUP, INC. REPORTS
RECORD FIRST QUARTER RESULTS
LOS ANGELES, CALIFORNIA, April 18, 1994 . . . The
Foothill Group, Inc. (NYSE-FGI) today reported a 280% increase in net
income for the first quarter ended March 31, 1994 to a record
$11,442,000, or 65 cents per fully diluted share, compared with income
from continuing operations of $3,009,000, or 18 cents per fully
diluted share, for the quarter ended March 31, 1993. Foothill
previously reported fully diluted earnings per share from continuing
operations of $1.20 for the year ended December 31, 1993.
Henry K. Jordan, Senior Vice President and Chief
Financial Officer, said, "The Company's return on average assets and
average equity for the first quarter ended March 31, 1994 totaled
8.07% and 32.70%, respectively, as compared to 2.73% and 10.55% for
the quarter ended March 31, 1993. First quarter results reflected
significant revenue contributions from money management activities,
continued strong interest margins and improved credit quality of the
asset-based loan portfolio. Interest margin, as a percent of average
assets, was 7.03% for the 1994 first quarter, compared with 6.96% for
the fourth quarter ended December 31, 1993. Asset based
<PAGE> 9
loans reached $520,697,000 as of March 31, 1994, up from
$514,518,000 as of December 31, 1993.
"The Company reported $4,718,000 in gains from sales
of bank loans during the 1994 first quarter versus $1,126,000 in the
first quarter of 1993. Gain on investments, which include profits
from both Foothill Capital Corporation and from managed partnerships,
were $10,146,000 in the 1994 first quarter versus $179,000 in the
first quarter of 1993. The previously reported January 1994 sale of
the Company's debt and equity positions in G. Heileman Brewing
Company, Inc., was primarily responsible for the significant results
noted above.
"The Company's level of nonperforming finance
receivables and repossessed assets totaled $15,382,000, or
2.95% of finance receivables and repossessed assets as of March 31,
1994, down from $16,296,000 or 3.17% of finance receivables and
repossessed assets as of December 31, 1993.
"Equity and purchased bank debt positions owned by
the Company have unrealized gains totaling $40,952,000 as of March 31,
1994, up from $37,805,000 as of December 31, 1993. In addition,
investments of Foothill's managed partnerships show substantial
unrealized gains which, if realized, may contribute to future
earnings.
"Book value per common share was $9.71 as of March
31, 1994, up from $9.02 as of December 31, 1993. Total stockholders'
equity increased in the 1994 first quarter to a record $164 million.
"We anticipate profits from asset-based lending
activities at Foothill Capital Corporation during the balance of 1994
will remain strong. We expect gains from the sale of bank loans and
profits from managed partnerships to be realized sporadically during
the balance of 1994, as was the case during 1993. The Company
believes that the consensus of analysts' earnings estimates for
Foothill for 1994 are reasonable."
The Foothill Group, Inc. is a specialized financial
services company which operates two tightly linked businesses:
commercial lending and money management.
<PAGE> 10
Foothill Capital Corporation, its wholly-owned subsidiary, provides asset-based
financing to businesses throughout the United States. The parent company's
money management operation conducts business through institutional limited
partnerships, seeking above average returns by investing in debt instruments of
companies in reorganization or in the process of restructuring. As of March
31, 1994, Foothill had total assets owned or under management of more than $1.1
billion.
<PAGE> 11
THE FOOTHILL GROUP, INC.
CONSOLIDATED BALANCE SHEETS
MARCH 31, 1994 AND DECEMBER 31, 1993
(Dollars in thousands)
<TABLE>
<CAPTION>
ITEM 1
------------------------------------------------------------------------------------------------------------------
MARCH 31, DECEMBER 31,
1994 1993
------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS (Unaudited)
Cash and cash equivalents $ 16,368 $ 50,907
Finance receivables:
Accounts receivable loans 335,586 326,373
Term loans 185,111 188,145
------------------------------------------------------------------------------------------------------------------
Finance receivables 520,697 514,518
Allowance for credit losses 14,657 14,057
------------------------------------------------------------------------------------------------------------------
Finance receivables, net 506,040 500,461
Repossessed assets, net - -
Equity, debt and partnership investments 32,715 32,842
Prepaid income taxes 9,196 9,009
Deferred fund and debt issuance costs, net 8,793 9,897
Property and equipment, at cost less accumulated depreciation and
amortization ($1,920 at March 31, 1994; $1,769 at December 31, 1993) 2,239 2,269
Other assets 4,732 1,122
------------------------------------------------------------------------------------------------------------------
$ 580,083 $ 606,507
==================================================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Commercial paper $ 98,829 $ 148,283
Senior notes payable 236,806 237,404
Accounts payable and accrued liabilities 26,740 14,948
Subordinated notes and debentures 53,725 53,725
------------------------------------------------------------------------------------------------------------------
Total liabilities 416,100 454,360
------------------------------------------------------------------------------------------------------------------
Stockholders' equity:
Convertible preferred stock, $1.00 par value, $30.00 per share
preference, 9% cumulative, 100,000 shares issued and outstanding 2,900 2,900
Class A common stock, no par value, 16,592,016 shares
issued and outstanding (16,538,874 at December 31, 1993) 101,686 101,285
Unrealized gains, net of tax, on marketable debt and equity securities 20,561 19,672
Retained earnings 38,836 28,290
------------------------------------------------------------------------------------------------------------------
Total stockholders' equity 163,983 152,147
------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 12
<TABLE>
<S> <C> <C>
$580,083 $606,507
===============================================================================================================
</TABLE>
THE FOOTHILL GROUP, INC.
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 1994 AND 1993
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION> ---------------------------------------------------------------------------------------------------------------
1994 1993
---------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Interest income $ 15,146 $ 12,984
Interest expense 5,177 4,940
---------------------------------------------------------------------------------------------------------------
Interest margin 9,969 8,044
Fees and other income 8,964 4,733
---------------------------------------------------------------------------------------------------------------
Total margin 18,933 12,777
Gain on investments, net 10,146 178
Provision for credit losses 2,415 3,403
General and administrative 6,590 4,357
---------------------------------------------------------------------------------------------------------------
Income from continuing operations before income taxes 20,074 5,195
Provision for income taxes - continuing operations 8,632 2,187
---------------------------------------------------------------------------------------------------------------
Income from continuing operations 11,442 3,008
Income from discontinued operations - 410
---------------------------------------------------------------------------------------------------------------
Net income $ 11,442 $ 3,418
===============================================================================================================
Per share data (shares in thousands):
Primary:
Income from continuing operations $ 0.67 $ 0.18
Discontinued operations - 0.02
---------------------------------------------------------------------------------------------------------------
Earnings per common and common equivalent share $ 0.67 $ 0.20
===============================================================================================================
Fully diluted:
Income from continuing operations $ 0.65 $ 0.18
Discontinued operations - 0.03
---------------------------------------------------------------------------------------------------------------
Earnings per common share assuming full dilution $ 0.65 $ 0.21
===============================================================================================================
Number of shares used in per share computations:
Primary 16,962 16,537
===============================================================================================================
Fully diluted 17,629 17,215
===============================================================================================================
</TABLE>
<PAGE> 13
THE FOOTHILL GROUP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
THE FOOTHILL GROUP, INC.
SELECTED FINANCIAL DATA FOR FOOTHILL CAPITAL CORPORATION
(UNAUDITED)
(Dollars in thousands)
SELECTED FINANCIAL DATA FOR FOOTHILL CAPITAL CORPORATION:
<TABLE>
<CAPTION>
---------------------------------------
Three months ended March 31,
---------------------------------------
(Dollars in thousands) 1994 1993
---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
SELECTED OPERATING DATA*:
Interest income $ 14,940 11.20% $ 12,853 11.80%
Interest expense 5,425 4.07% 5,222 4.79%
---------------------------------------------------------------------------------------------------------------
Interest margin 9,515 7.13% 7,631 7.01%
Fees and other income 7,173 5.38% 3,013 2.77%
---------------------------------------------------------------------------------------------------------------
Total margin 16,688 12.51% 10,644 9.78%
Gain on investments, net 5,017 3.76% - -
Provision for credit losses 2,415 1.81% 3,111 2.86%
General and administrative expenses 5,480 4.11% 3,823 3.51%
---------------------------------------------------------------------------------------------------------------
Income before income taxes 13,810 10.35% 3,710 3.41%
Provision for income taxes 5,938 4.45% 1,558 1.43%
---------------------------------------------------------------------------------------------------------------
Net income $ 7,872 5.90% $ 2,152 1.98%
===============================================================================================================
*Percentages are computed using average assets (excluding unrealized gains on investments) and have been
annualized.
SELECTED BALANCE SHEET DATA:
Total assets $538,292 $453,862
Average assets** 533,470 435,865
Finance receivables 513,563 442,504
Average finance receivables** 513,412 413,716
===============================================================================================================
Sources of funds employed:
Commercial paper and bank borrowings $ 98,829 $ 84,828
Senior notes 233,817 213,340
Subordinated notes and debentures 63,225 57,410
Stockholder's equity 121,424 85,279
---------------------------------------------------------------------------------------------------------------
Total funds employed $ 517,295 $ 440,857
================================================================================================================
</TABLE>
<PAGE> 14
**Averages are for the three months ended. Average assets exclude
unrealized gains on marketable debt and equity
OTHER SELECTED DATA:
<TABLE>
<S> <C> <C>
Nonperforming finance receivables
and repossessed assets*** $15,382 $18,481
Allowance for credit losses $14,457 $11,377
Actual writeoffs during the period $ 1,815 $ 2,261
Number of employees 111 101
==================================================================================
</TABLE>
***Includes repossessed assets and loans that have contractual
installments more than sixty days past
