<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended March 31, 1997
Commission File No. 0-28910
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
GENERAL CREDIT CORPORATION
--------------------------
(Exact name of small business issuer as specified in its charter)
New York 13-3895072
-------- ----------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
211 East 70th Street
New York, New York 10021
------------------------
(Address of principal executive offices)
(212) 861-2867
--------------
(Issuer's Telephone Number)
Check whether the issuer: (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 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 [ ] No [X]
As of March 31, 1997, the Company had a total of 560,000 shares (the
"Shares") of Common Stock, par value $.001 per share (the "Common Stock")
outstanding.
Traditional Small Business Disclosure Format (check one)
Yes [X] No [ ]
DOCUMENTS INCORPORATED BY REFERENCE
Certain Exhibits to the Parts I and II of this Report
Registration Statement
on Form SB-2, as amended
(File No. 333-0009831).
<PAGE> 2
GENERAL CREDIT CORPORATION
FORM 10-QSB
QUARTER ENDED MARCH 31, 1997
TABLE OF CONTENTS
PART I.................................................................... 1
Item 1. Financial Statements.......................................... 1
Item 2. Management's Discussion and Analysis or Plan of Operation..... 1
PART II................................................................... 1
Item 1. Legal Proceedings............................................. 1
Item 2. Changes in Securities......................................... 1
Item 3. Defaults Upon Senior Securities............................... 2
Item 4. Submission of Matters to Vote of Security Holders............. 2
Item 5. Other Information............................................. 2
Item 6. Exhibits and Reports on Form 8-K.............................. 2
SIGNATURES................................................................ 3
FINANCIAL STATEMENTS...................................................... F-1
(ii)
<PAGE> 3
PART I
Item 1. FINANCIAL STATEMENTS
The unaudited, condensed financial statements included herein,
commencing at page F-1, have been prepared in accordance with the requirements
of Regulation S-B and supplementary financial information included herein, if
any, has been prepared in accordance with Item 310(b) of Regulation S-B and,
therefore, omit or condense certain footnotes and other information normally
included in financial statements prepared in accordance with generally accepted
accounting principles. In the opinion of management, all adjustments
(consisting only of normal recurring accruals) necessary for a fair
presentation of the financial information for the interim periods reported have
been made. The financial statements should be read in conjunction with the
financial statements and notes thereto, together with Management's Discussion
and Analysis of Financial Condition or Plan of Operation, contained in the
Company's Registration Statement on Form SB-2 (SEC File No. 333-09831) declared
effective by the Securities and Exchange Commission on April 25, 1997. Results
of operations for the three months ended March 31, 1997 are not necessarily
indicative of the results for a full year.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
GENERAL
General Credit Corporation (the "Company") was organized in February
1995, and through March 31, 1997 had no revenues and has not engaged in any
operations other than entering into an agreement to purchase the business of
New York Payroll Factors, Inc., a New York corporation organized in January
1989 ("NYPF"). NYPF provides working capital financing to its customers through
the discounted purchase of checks (commonly referred to as "check factoring"),
generally on a non-recourse basis with respect to the NYPF Customers except to
the extent of forged signatures on and stop payments of the purchased checks.
On May 2, 1997, the Company concurrently closed its initial public offering of
securities (the "IPO") and the acquisition of NYPF (the "NYPF Business
Combination"). Pursuant to the closing of the IPO, the Company received net
proceeds of approximately $7,200,000 in consideration for the issuance of
900,000 Units, each Unit consisting of three shares of the Company's Common
Stock, par value $.001 per share and six warrants, each warrant entitling the
holder thereof to purchase one share of Common Stock at any time and from time
to time through April 24, 2002 at an exercise price of $3.375 per share.
Pursuant to the NYPF Business Combination, the Company delivered the remaining
balance to close the NYPF Business Combination of $4,275,000 and issued a total
of 125,000 shares of the Company's Common Stock to Gerald Nimberg, a former
affiliate of NYPF and currently the Company's President in consideration for
the business assets of NYPF.
FORWARD LOOKING INFORMATION
MAY PROVE INACCURATE
This Quarterly Report on Form 10-QSB contains certain forward-looking
statements and information relating to the Company that are based on the
beliefs of management, as well as assumptions made by and information currently
available to the Company. When used in this document, the word "anticipate,"
"believe," "estimate," and "expect" and similar expressions, as they relate to
the Company, are intended to identify forward-looking statements. Such
statements reflect the current views of the Company with respect to future
events and are subject to certain risks, uncertainties and assumptions,
including those described in this Quarterly Report on Form 10-QSB and the
Company's Registration Statement on Form SB-2 (SEC File No. 333-09831) declared
effective by the Securities and Exchange Commission on April 25, 1997. Should
one or more of these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially from those
described herein as anticipated, believed, estimated or expected. The Company
does not intend to update these forward-looking statements.
PART II
Item 1. LEGAL PROCEEDINGS
The Company is not a party to, nor is it aware of any pending
litigation to which it is a party or of which its property is subject.
Item 2. CHANGES IN SECURITIES
None.
1
<PAGE> 4
Item 3. DEFAULTS UPON SENIOR SECURITIES
None.
Item 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
During the first quarter ended March 31, 1997, no matters were
submitted to a vote of security holders of the Company, through the
solicitation of proxies or otherwise.
Item 5. OTHER INFORMATION
None.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
27.1 Financial Data Schedule
(b) Reports on Form 8-K.
Report dated May 2, 1997 regarding the closing of the
Company's initial public offering of securities and the
closing of the acquisition of substantially all of the assets
of New York Payroll Factors, Inc.
[Balance of page intentionally left blank]
2
<PAGE> 5
SIGNATURES
In accordance with the requirements of the Exchange Act, the
Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
GENERAL CREDIT CORPORATION
Date: May 19, 1997 By: /s/ Irwin Zellermaier
-----------------------------
Irwin Zellermaier,
Chief Executive Officer
Date: May 19, 1997 By: /s/ David Bader
------------------------------
David Bader,
Principal Financial and
Accounting Officer
3
<PAGE> 6
FINANCIAL STATEMENTS
<PAGE> 7
GENERAL CREDIT CORPORATION
(A Development Stage Corporation)
BALANCE SHEETS
<TABLE>
<CAPTION>
March 31, December 31,
1997 1996
---------- -----------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash $ 11,237 $ 650
----------- ----------
Total current assets 11,237 650
Deposit on contract 225,000 --
Other assets 4,338 4,762
----------- ----------
Total assets $ 240,575 $ 5,412
=========== ==========
LIABILITIES AND SHAREHOLDERS' DEFICIENCY
Current liabilities:
Notes payable $ 874,390 $ 518,000
Accounts payable and accrued expenses 573,686 270,845
----------- ----------
Total liabilities 1,448,076 788,845
----------- ----------
Shareholders' deficiency:
Common shares, $.001 par value,
20,000,000 shares authorized,
1,758,000 shares and 560,000
shares issued and outstanding,
respectively 560 1,758
Additional paid-in capital 11,176 11,176
Deficit accumulated during the
development stage (553,783) (412,905)
Deferred offering costs (665,454) (383,462)
----------- ----------
Total shareholders' deficiency (1,207,501) (783,433)
----------- ----------
Total liabilities and shareholders'
deficiency $ 240,575 $ 5,412
=========== ==========
</TABLE>
The accompanying notes are an integral part of the financial
statements.
F-1
<PAGE> 8
GENERAL CREDIT CORPORATION
(A Development Stage Corporation)
STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
February 10,
Three Months Ended 1995
March 31, (Inception) to
------------------------------- March 31,
1997 1996 1997
----------- ----------- ---------
<S> <C> <C> <C>
Expenses:
General and administrative $ 37,441 $ 1,710 $ 141,138
Amortization 424 12 1,336
Interest expense 103,013 11,950 211,309
Forfeiture of deposit on
acquisition - - 200,000
--------- ---------- ---------
Net loss $(140,878) $ (13,672) $(553,783)
========= ========== =========
Net loss per common share $ (.25) $ (.01) $ (.99)
========= ========== =========
Weighted average number of
common shares outstanding 560,000 1,758,000 560,000
========= ========== =========
</TABLE>
The accompanying notes are an integral part of the financial
statements.
F-2
<PAGE> 9
GENERAL CREDIT CORPORATION
(A Development Stage Corporation)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
February 10,
Three Months Ended 1995
March 31, (Inception) to
--------------------------------- March 31,
1997 1996 1997
----------- ---------- -----------
<S> <C> <C> <C>
Cash flows from operating activities:
Net loss $ (140,878) $ (13,672) $(553,783)
Adjustments to reconcile
net loss to net cash
provided by operating
activities:
Amortization 424 8,607 70,817
Issuance of stock options - 7,653 10,980
Change in assets and
liabilities:
Other assets - - (5,675)
Accounts payable and
accrued expenses 302,841 3,356 573,686
----------- ---------- ---------
Net cash provided by
operating activities 162,387 5,944 96,025
----------- ---------- ---------
Cash flows from investing activities:
Deposit on acquisition (225,000) (100,000) (225,000)
----------- ---------- ---------
Net cash used in
investing activities (225,000) (100,000) (225,000)
----------- ---------- ---------
Cash flows from financing
activities:
Borrowings under bridge
financing 346,390 230,000 864,390
Proceeds from issuance of
common stock - - 1,954
Payment on common stock
redemption (1,198) - (1,198)
Deferred debt costs - (38,653) (69,480)
Deferred offering costs (281,992) (14,000) (665,454)
Loans from (repayments to)
officer and shareholder 10,000 (7,150) 10,000
---------- ---------- ---------
Net cash provided by
financing activities 73,200 170,197 140,212
---------- ---------- ----------
Net increase in cash
and cash equivalents 10,587 76,141 11,237
Cash, beginning of period 650 2,483 -
---------- ---------- ----------
Cash, end of period $ 11,237 $ 78,624 $ 11,237
========== ========== ==========
</TABLE>
The accompanying notes are an integral part of the financial
statements.
F-3
<PAGE> 10
GENERAL CREDIT CORPORATION
(A Development Stage Corporation)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - OPERATIONS
General Credit Corporation, a development stage company (the "Company"),
was incorporated in February, 1995, for the purpose of seeking out business
opportunities, including acquisitions. Since inception, the Company's
activities have been limited to administrative activities.
NOTE 2 - BASIS OF PRESENTATION
The unaudited, condensed financial statements included herein, commencing
at page F-1, have been prepared in accordance with the requirements of
Regulation S-B and supplementary financial information included herein, if any,
has been prepared in accordance with Item 310(b) of Regulation S-B and,
therefore, omit or condense certain footnotes and other information normally
included in financial statements prepared in accordance with generally accepted
accounting principles. In the opinion of management, all adjustments (consisting
only of normal recurring accruals) necessary for a fair presentation of the
financial information for the interim periods reported have been made. The
financial statements should be read in conjunction with the financial statements
and notes thereto, together with Management's Discussion and Analysis of
Financial Condition or Plan of Operation, contained in the Company's
Registration Statement on Form SB-2 (SEC File No. 333-09831) declared effective
by the Securities and Exchange Commission on April 25, 1997. Results of
operations for the three months ended March 31, 1997 are not necessarily
indicative of the results for a full year.
NOTE 3 - PUBLIC OFFERING
In May 1997, the Company sold, in its initial public offering of
securities (the "Offering"), 900,000 units at $10.00 per unit. Each unit
consisted of three shares of common stock and six redeemable common stock
purchase warrants (the "Warrants"). Each Warrant entitles the holder to
purchase one additional share of common stock at an exercise price of $3.375
through April 24, 2002. The Warrants are redeemable by the Company, at the
option of the Company, at $.25 per Warrant upon 30 days prior written notice,
if the closing bid price as reported on Nasdaq, or the closing price, as
reported on a national or regional securities exchange, as applicable, of the
shares of common stock for 30 consecutive trading days ending within ten days
of the notice of redemption of the Warrants averages in excess of $6.00 per
share. Prior to April 25, 1998, the Warrants are not redeemable by the Company
without the written consent of Barron Chase Securities, Inc., the
representative of the several underwriters of the Company's initial public
offering.
In connection with the Offering, the Company granted to the underwriter an
option to purchase up to 90,000 units at an exercise price of $16.50 per unit,
exercisable during a five-year period commencing on April 25, 1997.
F-4
<PAGE> 11
GENERAL CREDIT CORPORATION
(A Development Stage Corporation)
NOTES TO FINANCIAL STATEMENTS
NOTE 3 - PUBLIC OFFERING (CONT'D)
The net proceeds to the Company, after deducting all expenses of the
Offering, was approximately $7,200,000.
NOTE 4 - ACQUISITION
On February 19, 1996, the Company entered into a definitive agreement to
acquire the business of New York Payroll Factors, Inc. ("NYPF") in exchange for
$3,145,000 in cash, 375,500 shares of the Company's common stock and a $300,000
note payable due in 42 equal monthly installments at an interest rate of 10.5%
per annum. During 1996, the Company made non-refundable payments of $200,000
towards the total purchase price. As stipulated under the original acquisition
agreement, if the acquisition did not close by November 15, 1996, the Company
would forfeit its deposit. Accordingly, as the acquisition did not close by
November 15, 1996 the deposit of $200,000 was expensed to operations during
fiscal 1996. On January 13, 1997, the Company and NYPF modified the terms of the
original agreement. The new terms required the Company to pay $4,500,000 in cash
and 125,000 shares of common stock (the "Acquisition Shares"). In February 1997,
the Company delivered a non-refundable deposit of $225,000 towards the purchase
price. The Company closed the acquisition of the business of NYPF and delivered
to NYPF the remaining balance of $4,275,000 and the Acquisition Shares on May 2,
1997 (the acquisition date).
The following unaudited pro forma results of operations assume the
acquisition occurred as of January 1, 1996 and was recorded under the purchase
method of accounting. The acquisition would result in the recording of
identifiable intangibles ($350,000) and goodwill ($4,496,770) which will be
amortized over a five-year and twenty-year period, respectively.
<TABLE>
<CAPTION>
March 31,
------------------------------
1997 1996
----------- -----------
<S> <C> <C>
Net revenue $ 743,525 $ 479,605
Net income 248,724 92,137
Earnings per share .07 .03
</TABLE>
NOTE 5 - NEWLY ISSUED ACCOUNTING STANDARDS
In February 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 128, "Earnings Per Share" ("SFAS No.
128"), which establishes standards for computing and presenting earnings per
share. SFAS No. 128 will be effective for financial statements issued for
periods ending after December 15, 1997. Earlier application is not permitted.
Management has determined that the effects of this change on the Company's
financial statements will not be material.
F-5
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 11,237
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 11,237
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 240,575
<CURRENT-LIABILITIES> 1,448,076
<BONDS> 0
0
0
<COMMON> 560
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 240,575
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 37,865
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 103,013
<INCOME-PRETAX> (140,878)
<INCOME-TAX> 0
<INCOME-CONTINUING> (140,878)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (140,878)
<EPS-PRIMARY> (.25)
<EPS-DILUTED> 0
</TABLE>
