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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: July 10, 1995
THE FOOTHILL GROUP, INC.
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(Exact name of registrant as specified in charter)
Delaware 0-5467 94-1663353
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(State of Incorporation) (Commission (IRS Employer
File Number) Identification No.)
11111 Santa Monica Boulevard
Los Angeles, California 90025
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(Address of principal executive office)
Registrant's telephone number: (310) 996-7000
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Item 7: Financial Statements, Pro Forma Financial Information and Exhibits
Exhibit 28 - Additional Exhibits
Press release announcing first quarter results.
Press release announcing quarterly dividend.
Press release announcing an increase in the commercial paper program and bank
credit facilities.
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: July 10, 1995
THE FOOTHILL GROUP, INC.
By: /S/HENRY K. JORDAN
-------------------
Henry K. Jordan
Vice President and
Chief Financial Officer
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<TABLE>
<S> <C> <C> <C>
Contact: HENRY K. JORDAN [LOGO] THE FOOTHILL GROUP, INC.
Senior Vice President & 11111 Santa Monica Boulevard
Chief Financial Officer Los Angeles, California 90025
310-996-7000
</TABLE>
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NEWS
===============================================================================
THE FOOTHILL GROUP, INC. REPORTS
FIRST QUARTER RESULTS
LOS ANGELES, CALIFORNIA, April 17, 1995 . . . The Foothill Group,
Inc. (NYSE-FGI) today reported net income for the first quarter ended March 31,
1995 of $8,394,000, or 48 cents per fully diluted share, compared with net
income of $11,442,000, or 65 cents per fully diluted share, for the quarter
ended March 31, 1994. The 1994 first quarter results include previously
reported substantial gains, principally from the sale of the Company's debt and
equity positions in G. Heileman Brewing Company, Inc.
Henry K. Jordan, Senior Vice President and Chief Financial Officer,
said, "First quarter results reflect strong profitability of our asset-based
lending operations and continued growth of the asset-based loan portfolio.
Finance receivables reached $745,305,000 as of March 31, 1995, up 52% on an
annualized basis from $659,356,000 as of December 31, 1994. Foothill Capital
enters the 1995 second quarter with a record loan backlog and anticipates
continued strong portfolio growth.
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"We are especially pleased that interest margins remained strong
during the first quarter ended March 31, 1995. Net interest revenue, as a
percent of average assets, was 9.00% for the 1995 first quarter, compared with
8.95% for the first quarter ended March 31, 1994. Volatility in the interest
rate environment has minimal impact on the Company's margins due to its policy
of matching interest sensitive assets and liabilities. The credit quality of
the Company's asset-based loan portfolio remains strong as first quarter
repossessed and sixty day contractually delinquent accounts totaled $6,679,000,
or approximately 0.9% of the loan portfolio.
"Equity and purchased bank debt positions owned by the Company have
unrealized gains totaling $30,698,000 as of March 31, 1995, up from $28,107,000
as of December 31, 1994. In addition, investments of Foothill's managed
partnerships show substantial unrealized gains which, if realized, will
contribute to future earnings. The Company is marketing a new fund, Foothill
Partners III. This newest fund is expected to commence operations in 1996.
Foothill Partners III will continue the managed partnerships focus of investing
in distressed debt and other securities of companies in reorganization or in
the process of restructuring.
"Book value per common share was $10.90 as of March 31, 1995, up from
$10.32 as of December 31, 1994. Total stockholders' equity increased in the
1995 first quarter to a record $185 million."
The Foothill Group, Inc. is a specialized financial services company
which operates two tightly linked businesses: commercial lending and money
management. 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
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average returns by investing in debt instruments of companies in reorganization
or in the process of restructuring. As of March 31, 1995, Foothill had total
assets owned or under management of more than $1.3 billion.
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THE FOOTHILL GROUP, INC.
CONSOLIDATED BALANCE SHEETS
MARCH 31, 1995 AND DECEMBER 31, 1994
(Dollars in thousands)
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
MARCH 31, DECEMBER 31,
1995 1994
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<S> <C> <C>
ASSETS
Cash and cash equivalents $12,851 $33,584
Equity, debt and partnership investments 42,026 38,301
Finance receivables:
Revolving loans 556,214 481,063
Term loans 189,091 178,293
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Finance receivables 745,305 659,356
Allowance for credit losses 18,960 17,260
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Finance receivables, net 726,345 642,096
Repossessed assets, net 556 556
Prepaid income taxes 7,985 10,463
Deferred fund and debt issuance costs, net 7,612 7,598
Property and equipment, at cost less accumulated depreciation and
amortization ($2,138 at March 31, 1995; $2,438 at December 31, 1994) 2,565 2,387
Other assets (principally monies due from loan participants) 11,303 3,205
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$811,243 $738,190
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LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Commercial paper $259,177 $214,897
Other short term borrowings - 10,000
Senior notes payable 255,231 268,829
Accounts payable and accrued liabilities 61,369 21,504
Subordinated notes and debentures 50,550 50,550
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Total liabilities 626,327 565,780
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Stockholders' equity:
Convertible preferred stock, $1.00 par value, $30.00 per share liquidation
preference, 9% cumulative, 100,000 shares issued and outstanding 2,900 2,900
Class A common stock, no par value, 16,705,594 shares
issued and outstanding (16,420,410 at December 31, 1994) 100,684 99,048
Unrealized gains, net of tax, on marketable debt and equity securities 17,477 15,001
Retained earnings 63,855 55,461
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Total stockholders' equity 184,916 172,410
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$811,243 $738,190
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</TABLE>
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THE FOOTHILL GROUP, INC.
SELECTED FINANCIAL DATA
(Dollars in thousands)
<TABLE>
<CAPTION>
Three months ended March 31,
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1995 1994
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<S> <C> <C> <C> <C>
SELECTED OPERATING DATA*:
Interest and fees earned $26,858 14.29% $17,857 12.60%
Interest expense 9,947 5.29% 5,177 3.65%
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Net interest revenue 16,911 9.00% 12,680 8.95%
Asset management fees 1,251 0.67% 1,539 1.09%
Gains from asset sales and managed partnerships 6,318 3.36% 14,861 10.47%
Provision for credit losses 3,538 1.88% 2,415 1.70%
General and administrative expenses 6,216 3.31% 6,591 4.65%
- --------------------------------------------------------------------------------------------------------------------
Income before income taxes 14,726 7.84% 20,074 14.16%
Provision for income taxes 6,332 3.37% 8,632 6.09%
- --------------------------------------------------------------------------------------------------------------------
Net income $ 8,394 4.47% $11,442 8.07%
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*Percentages are computed using average assets (excluding unrealized gains on
investments) and have been annualized.
Per share data (shares in thousands):
Primary earnings per share $0.50 $0.67
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Fully diluted earnings per share $0.48 $0.65
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Number of shares used in per share computations
Primary 16,770 16,962
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Fully diluted 17,451 17,629
====================================================================================================================
SELECTED BALANCE SHEET DATA:
Total assets $811,243 $580,083
Average assets** 751,978 567,013
Average stockholders' equity** 162,294 139,961
Finance receivables 745,305 520,697
Average finance receivables** 689,606 520,821
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Sources of funds employed:
Commercial paper $259,177 $98,829
Senior notes 255,231 236,806
Subordinated notes and debentures 50,550 53,725
Stockholders' equity 184,916 163,983
- --------------------------------------------------------------------------------------------------------------------
Total funds employed $749,874 $553,343
====================================================================================================================
</TABLE>
**Averages are for the three months ended. Average assets and average equity
exclude unrealized gains on marketable debt and equity securities.
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THE FOOTHILL GROUP, INC.
SELECTED FINANCIAL DATA FOR FOOTHILL CAPITAL CORPORATION
(Dollars in thousands)
<TABLE>
<CAPTION>
Three months ended March 31,
------------------------------------------
1995 1994
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<S> <C> <C> <C> <C>
SELECTED OPERATING DATA*:
Interest and fees earned $ 26,739 14.92% $ 17,527 13.14%
Interest expense 10,166 5.67% 5,425 4.07%
- -------------------------------------------------------------------------------------------------------------------------
Net interest revenue 16,573 9.25% 12,102 9.07%
Gains from asset sales 4,628 2.58% 9,322 6.99%
Provision for credit losses 3,538 1.97% 2,415 1.81%
General and administrative expenses 5,351 2.99% 5,199 3.90%
- -------------------------------------------------------------------------------------------------------------------------
Income before income taxes 12,312 6.87% 13,810 10.35%
Provision for income taxes 5,294 2.95% 5,938 4.45%
- -------------------------------------------------------------------------------------------------------------------------
Net income $ 7,018 3.92% $ 7,872 5.90%
=========================================================================================================================
*Percentages are computed using average assets (excluding unrealized gains on
investments) and have been annualized.
SELECTED BALANCE SHEET DATA:
Total assets $768,567 $538,292
Average assets** 717,010 533,470
Finance receivables 735,331 513,563
Average finance receivables** 681,998 513,412
=========================================================================================================================
Sources of funds employed:
Commercial paper $259,177 $ 98,829
Senior notes 254,633 233,817
Subordinated notes and debentures 58,300 63,225
Stockholders' equity 138,734 121,424
- -------------------------------------------------------------------------------------------------------------------------
Total funds employed $710,844 $517,295
=========================================================================================================================
**Averages are for the three months ended. Average assets exclude unrealized
gains on marketable debt and equity securities.
SELECTED BALANCE SHEET DATA:
Nonperforming finance receivables
and repossessed assets*** $ 6,679 $ 15,382
Allowance for credit losses $ 18,657 $ 14,457
Actual writeoffs during the period $ 1,838 $ 1,815
Number of employees 139 111
=========================================================================================================================
*** Includes repossessed assets and loans that have contractual installments
more than sixty days past due.
</TABLE>
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<TABLE>
<S> <C> <C> <C>
Contact: HENRY K. JORDAN [LOGO] THE FOOTHILL GROUP, INC.
Senior Vice President & 11111 Santa Monica Boulevard
Chief Financial Officer Los Angeles, California 90025
310-996-7000
</TABLE>
==============================================================================
NEWS
==============================================================================
THE FOOTHILL GROUP, INC. DECLARES
QUARTERLY DIVIDEND
LOS ANGELES, CALIFORNIA, April 28, 1995 . . . The Foothill Group,
Inc. (NYSE-FGI) Board of Directors today declared a $.08 quarterly cash
dividend on its Class A common stock. The dividend is payable on July 20,
1995, to shareholders of record on June 20, 1995.
The Foothill Group, Inc. is a specialized financial services
company which operates two tightly linked businesses: commercial lending and
money management. 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, 1995, Foothill had total assets owned or under
management of more than $1.3 billion.
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<TABLE>
<S> <C> <C> <C>
Contact: HENRY K. JORDAN [LOGO] THE FOOTHILL GROUP, INC.
Senior Vice President & 11111 Santa Monica Boulevard
Chief Financial Officer Los Angeles, California 90025
310-996-7000
</TABLE>
==============================================================================
NEWS
==============================================================================
FOOTHILL GROUP SUBSIDIARY INCREASES
COMMERCIAL PAPER PROGRAM AND BANK CREDIT FACILITIES
TO $460 MILLION
LOS ANGELES, CALIFORNIA, June 7, 1995 . . . The Foothill Group, Inc.
(NYSE-FGI) announced today that its subsidiary, Foothill Capital Corporation,
has increased its commercial paper program and its bank credit facilities to
$460 million from their present level of $375 million. The bank credit
facilities, with 26 banks, consist of a 3 year facility expiring on May 31,
1998 with $306.7 million in commitments and a 364 day facility expiring on May
29, 1996 with $153.3 million in commitments. These facilities are used
primarily to support Foothill Capital's outstanding commercial paper.
Kent W. Dahl, Senior Vice President and Treasurer of Foothill Capital,
stated, "Foothill Capital is pleased to announce the increases to our
commercial paper program and bank credit facilities which will be used to fund
the continued growth of our asset-based lending business. We continue to have
strong support from the banking and investment communities for our business
strategy."
The Foothill Group, Inc. is a specialty financial services company
which operates two tightly linked businesses: commercial lending and money
management. 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 the debt instruments of companies in reorganization or in the process of
restructuring. At March 31, 1995, Foothill had total assets owned or under
management of over $1.2 billion. On May 15, 1995, Norwest Corporation and The
Foothill Group, Inc. signed a definitive agreement for the acquisition of The
Foothill Group by Norwest. The acquisition is expected to close in the fourth
quarter of 1995.
