<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to ____________.
Commission File No. 0-28910
GENERAL CREDIT CORPORATION
(Exact name of Small Business Issuer as specified in its charter)
New York 13-3895072
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
370 Lexington Avenue, Suite 2000
New York, New York 10017
(Address of principal executive offices)
(212) 697-4441
(Issuer's telephone number, including area code)
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the issuer: (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 [ ]
The number of shares outstanding of the issuer's common stock, par value $.001
per share as of May 1, 1998 was 3,438,000 shares.
Traditional Small Business Disclosure Format (check one) Yes [X] No [ ]
<PAGE> 2
DOCUMENTS INCORPORATED BY REFERENCE
Certain Exhibits to the Registration Statement on Form SB-2, as amended (File
No. 333-0009831) Parts I and II of this Report
[This space intentionally left blank]
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GENERAL CREDIT CORPORATION
FORM 10-QSB
QUARTER ENDED MARCH 31, 1998
TABLE OF CONTENTS
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Page
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Part I. FINANCIAL INFORMATION (UNAUDITED).................................1
Item 1. Financial Statements.........................................1
Item 2. Management's Discussion and Analysis or Plan of Operation....1
PART II
Item 1. Legal Proceedings............................................4
Item 2. Changes in Securities and Use of Proceeds....................4
Item 3. Defaults Upon Senior Securities..............................4
Item 4. Submission of Matters to Vote of Security Holders............4
Item 5. Other Information............................................4
Item 6. Exhibits And Reports on Form 8-K.............................5
SIGNATURES.................................................................6
FINANCIAL STATEMENTS.....................................................F-1
</TABLE>
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Item 1. Financial Statements
The unaudited, 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. Results of
operations for the three month ended March 31, 1998 are not necessarily
indicative of the results for the year ending December 31, 1998.
Item 2. Management's Discussion and Analysis or Plan of Operation
GENERAL
General Credit Corporation (the "Company") was organized in February
1995. From its inception through May 2, 1997, the Company's operations were
limited to administrative activities. On May 2, 1997, the Company acquired
substantially all of the assets of New York Payroll Factors, Inc. ("NYPF")
concurrently with the closing of the Company's initial public offering of
securities (the "IPO") and commenced operations. For approximately seven years,
NYPF had been engaged in providing working capital financing to its customers
through the discounted purchase of checks (commonly referred to as "Check
Factoring"). Since May 3, 1997, the Company has provided check factoring
services to its customers, generally on a non-recourse basis with respect to its
customers except to the extent of forged signatures on and stop payments of the
purchased checks. In September 1997 the Company commenced purchasing credit card
sales slips on a discounted non-recourse basis. To date, the purchase of credit
card sales slips ("Credit Card Sales Slips") has not been a material part of the
Company's business.
RESULTS OF OPERATIONS
Management of the Company does not believe that a discussion of the
Company's results for prior comparative year periods would be meaningful because
the Company's operations prior to the acquisition of NYPF (the "NYPF Business
Combination") were limited to administrative activities. Comparative information
for the three months ended March 31, 1997 contained in the Financial Statements
reflect the Company's operations when they were limited to administrative
activities.
Three Months Ended March 31, 1998
For the three months ended March 31, 1998 the Company derived fee
income of $964,303 from the purchase of checks and Credit Card Sales Slips. The
face amount of checks purchased during the three months ended March 31, 1998 was
approximately $88,748,000, and the face amount of Credit Card Sales Slips during
the three month period was $671,000.
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Selling, general and administrative expenses, including, among other
expenses, amounts paid to sales representatives, payroll and related expenses
and office overhead costs (including rent) during the three months ended March
31, 1998 was $766,277. During the three months ended March 31, 1998, selling,
general and administrative expenses constituted approximately 79% of fee income.
For the three months ended March 31, 1998, interest expense was
$220,599.
For the three months ended March 31, 1998, the Company incurred
non-cash expenses of approximately $95,837 consisting of primarily the
amortization of the covenants not to compete and the good will related to the
NYPF Business Combination and the acquisition of a commissioned agent.
Net loss for the three months ended March 31, 1998 was $118,410 or $.03
per share.
Earnings before taxes, depreciation and amortization ("EBTDA") for the
three months ended March 31, 1998 was approximately $1,877. EBTDA is not
presented as an alternative to operating results or cash flow from operations as
determined by generally accepted accounting principles ("GAAP"), but rather to
provide additional information related to the ability of the Company to meet
current trade obligations and debt service requirements. EBTDA should not be
considered in isolation from, or construed as having greater importance than,
GAAP operating income or cash flows from operations as a measure of an entity's
performance.
LIQUIDITY AND CAPITAL RESOURCES
The Company's capital requirements generally increase proportionately
to the aggregate face amount of checks purchased.
The Company finances its operations principally through (i) short term
working capital loans in the aggregate amount of up to $500,000, which amounts
are typically repaid daily or every few days, provided by an unaffiliated
entity, and (ii) a long term working capital loan in the aggregate amount of
$2.6 million (the "Long Term Loan") provided by a general partnership (the
"Affiliated General Partnership"), in part owned by Gerald Schultz, the former
owner of NYPF and Ann Nimberg, the wife of Gerald Nimberg, the President of the
Company (collectively, the "Working Capital Loans"). Ann Nimberg has informed
the Company that she owns approximately 8% of the Affiliated General
Partnership. The Company has the right to borrow from the Affiliated General
Partnership an amount based upon funds derived from the face amount of purchased
checks by the Company. Borrowings under the Long Term Loan bear interest at the
rate of 24% per annum. Interest only is payable monthly by the Company under the
Long Term Loan on the outstanding principal amount borrowed. All accrued but
unpaid interest as well as the principal amount owed under the Long Term Loan is
due in February 2001. The Long Term Loan may be prepaid by the Company provided
the Company pays to the Affiliated General Partnership at the time of such
prepayment an additional amount as a prepayment premium equal to the sum of
approximately $312,000. The Company's repayment obligations under the Long Term
Loan are secured by, among
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other things, all of the Company's fixtures and equipment at the Company's
leased premises located at 499 Seventh Avenue, 201 Allen Street, and 370
Lexington Avenue, New York , New York. As of March 31, 1998, the outstanding
amount owed pursuant to the Working Capital Loans was approximately $2,920,000
approximately $2,600,000 of which is owed pursuant to the Long Term Loan.
The Company is currently seeking additional debt or equity financing to
reduce borrowing costs and fund expansion of the Company's business. There can
be no assurances that additional financing will be available on terms favorable
to the Company, or at all. If adequate funds are not available or are not
available on acceptable terms, the Company may not be able to fund growth, take
advantage of certain acquisition opportunities or respond to competitive
pressures.
As of March 31, 1998 the Company had available cash and cash
equivalents of $1,126,563.
Effects of Inflation
The Company believes that the results of its operations could be
materially impacted by inflation if inflation materially adversely affected the
operations of the Company's customers and their customers, and if inflation
materially increased the Company's costs of obtaining working capital (e.g., if
the Company entered into larger lines of credit in lieu of its maintaining some
of the current bank deposits against which it negotiates checks purchased by
it).
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, the Company's
Annual Report on Form 10-KSB for the fiscal year ended December 31, 1997 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.
YEAR 2000 COMPLIANCE
The Securities and Exchange Commission has issued Staff Legal Bulletin
No.5 (CF/IM) stating that public operating companies should consider whether
they will incur additional anticipated costs, problems or uncertainties as a
result of the "Year 2000" issue, which affects
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existing computer programs that use only two digits to identify a year in the
date field. The Company anticipates that its business operations will
electronically interact with third parties very minimally, and the issues raised
by Staff Legal Bulletin No. 5 are not applicable in any material way to its
contemplated business or operations. Additionally, the Company intends that any
computer systems that it will purchase or lease will have already addressed the
"Year 2000" issue.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The Company is not presently a party to any material litigation. The
Company, as successor to NYPF, is engaged from time to time as plaintiff in
litigation relating to collection of returned checks. Such litigation has not
historically had any material effect on its financial condition or results of
operations.
Item 2. Changes in Securities and Use of Proceeds
In January 1998, the Company granted to Ed F. Depaulis, Zalman Klein,
Brien Reidy and Vincent Putignano the option to acquire 20,000, 10,000, 10,000
and 10,000 shares, respectively of the Company's Common Stock during the period
commencing January 8, 1998 and ending January 7, 2001 at a purchase price of
$1.50 per share (the "January Stock Options"). The Company relied upon the
exemption in Section 4(2) of the Securities Act of 1933 in connection with the
issuance of the January Stock Options.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to Vote of Security Holders
During the first quarter ended March 31, 1998, no matters were
submitted to a vote of security holders of the Company, through the solicitation
of proxies or otherwise.
Item 5. Other Information
In April 1998, the Company received correspondence (the "April Nasdaq
Correspondence") from The Nasdaq Stock Market, Inc. ("Nasdaq") to the effect
that the Company no longer met the requirements for continued listing on the
Nasdaq SmallCap Market. Specifically, the April Nasdaq Correspondence provided
that Nasdaq was reviewing the Company's eligibility for continued listing on
Nasdaq due to the Company's failure to maintain (i) net tangible assets of $2
million; (ii) market capitalization of $35 million; or (iii) net income of
$500,000 in the most recently completed fiscal year or in two of the last three
most recently completed fiscal years. The Company responded in writing to the
April Nasdaq Correspondence by providing a definitive plan which the Company
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believes will result in its meeting all Nasdaq SmallCap Market listing
requirements. As of the date hereof, the Company has received no further
correspondence from Nasdaq regarding its listing. There can be no assurances
that the Company's securities will continue to be listed on the Nasdaq SmallCap
Marketplace.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
Number Description
------ -----------
27 Financial Data Schedule (for SEC use only)
(b) Reports on Form 8-K.
None
5
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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 12, 1998 By: /s/ Irwin Zellermaier
---------------------------------------------
Irwin Zellermaier,
Chief Executive Officer
Date: May 12, 1998 By: /s/ David Bader
---------------------------------------------
David Bader,
Principal Financial and Accounting Officer
6
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GENERAL CREDIT CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1998 1997
------------- ------------
ASSETS (UNAUDITED)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 1,126,563 $ 1,794,338
Restricted cash 2,600,000 2,300,000
Receivables from customers
and agents, net of $40,000 allowance 1,247,366 691,728
Prepaid expenses and other current
assets 96,366 69,308
------------ ------------
Total current assets 5,070,295 4,855,374
Fixed assets, at cost, less
accumulated depreciation 207,649 171,903
Notes receivable from officer 50,000 50,000
Goodwill and other intangibles, net 5,014,796 5,103,017
Other assets 77,669 80,018
------------ ------------
Total $ 10,420,409 $ 10,260,312
============ ============
LIABILITIES
Current liabilities:
Notes payable $ 370,730 $ 299,483
Accounts payable and accrued
expenses 286,189 400,588
------------ ------------
Total current liabilities 656,919 700,071
------------ ------------
Long-term portion of notes payable 2,909,372 2,622,738
------------ ------------
SHAREHOLDERS' EQUITY
Shareholders' equity:
Common shares, $.001 par value,
20,000,000 shares authorized,
3,438,000 shares and 3,435,000
shares issued and outstanding,
respectively 3,438 3,435
Additional paid-in capital 7,777,115 7,742,093
Deficit (926,435) (808,025)
------------ ------------
6,854,118 6,937,503
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Total $ 10,420,409 $ 10,260,312
============ ============
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF
THE FINANCIAL STATEMENTS.
F-1
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GENERAL CREDIT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
---------------------------
1998 1997
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Fee income - net $ 964,303 $ -
---------- ---------
Expenses:
Selling general and administrative 766,277 37,441
Depreciation and amortization 95,837 424
Interest expense - net 220,599 103,013
---------- ---------
1,082,713 140,878
---------- ---------
Net loss $ (118,410) $(140,878)
========== =========
Net loss per common share $ (.03) $ (.25)
========== =========
Weighted average number of
common shares outstanding 3,436,875 560,000
========== =========
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF
THE FINANCIAL STATEMENTS.
F-2
<PAGE> 12
GENERAL CREDIT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
1998 1997
------------ ----------
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Cash flows from operating activities:
Net loss $ (118,410) $(140,878)
Adjustments to reconcile
net loss to net cash used
in operating activities:
Depreciation and amortization 95,837 424
Issuance of stock options 24,900 -
Change in assets and liabilities, net of
effects of acquisition of businesses
Receivables from customers
and agents (555,638) -
Prepaid expenses (27,058) -
Other assets 1,629 -
Accounts payable and
accrued expenses (114,399) 97,813
----------- ---------
Net cash used in
operating activities (693,139) (42,641)
----------- ---------
Cash flows from investing activities:
Purchase of fixed assets (42,642) -
Deposit on acquisition - (225,000)
----------- ---------
Net cash used in investing
activities (42,642) (225,000)
----------- ---------
Cash flows from financing activities:
Borrowings under long-term and
short term debt 370,000 -
Borrowings under bridge financing - 346,390
Repayments of long-term and
short-term debt (12,119) -
Proceeds from exercise of warrants 10,125 -
Payment on common stock redemption - (1,198)
Cash restricted for debt payments (300,000) -
Deferred offering costs - (76,964)
Loans from officer and shareholder - 10,000
----------- ---------
Net cash provided by
financing activities 68,006 278,228
----------- ---------
Net (decrease) increase in cash
and cash equivalents (667,775) 10,587
Cash and cash equivalents, beginning of
period 1,794,338 650
----------- ---------
Cash and cash equivalents, end of
period $ 1,126,563 $ 11,237
=========== =========
Supplementary information:
Interest paid $ 234,309 $ -
=========== =========
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF
THE FINANCIAL STATEMENTS.
F-3
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GENERAL CREDIT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION
The unaudited, condensed consolidated 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 and the Company's
1997 Annual Report on Form 10-KSB. Results of operations for the three months
ended March 31, 1998 are not necessarily indicative of the results for a full
year.
NOTE 2 - 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.
The net proceeds to the Company, after deducting all expenses of the
Offering, was approximately $7,200,000.
F-4
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GENERAL CREDIT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3 - ACQUISITIONS
NEW YORK PAYROLL FACTORS ("NYPF")
In 1996, the Company entered into a definitive agreement to acquire NYPF and
made non-refundable payments of $200,000. Since the acquisition did not close by
November 15, 1996, the closing date stipulated in the original agreement, the
deposit of $200,000 was expensed to operations during fiscal 1996. On January
13, 1997, the Company and NYPF entered into a new agreement to acquire NYPF for
$4,500,000 in cash and 125,000 shares of common stock. The acquisition of NYPF
was closed in May 1997 upon the conclusion of the public offering. The value
assigned to the shares issued was $3.083 a share, which equals their value in
the public offering. This acquisition was treated as a purchase for accounting
purposes and the operations of NYPF have been included in the consolidated
statement of operations from May 2,1997. The Company recorded goodwill of
$4,497,691 and a covenant not-to-compete of $350,000 relating to the NYPF
acquisition.
ACE VENTURE, INC. ("ACE")
On September 30, 1997 the Company acquired the operations of Ace (an
exclusive sales agent of the Company) for $489,500 (which includes legal costs
of $9,500). The purchase price was paid for by the Company by its issuance of
notes totalling $380,000 and cash of $109,500. The notes bear interest at 10% a
year and are payable in equal monthly installments of $7,040 for principal and
interest over 72 months to October 2003. This acquisition was treated as a
purchase for accounting purposes and the operations of Ace have been included in
the consolidated statement of operations from October 1,1997. The Company
recorded goodwill of $232,000 and a covenant not-to-compete of $232,000 relating
to the Ace acquisition.
The following unaudited pro-forma results of operations of the Company for
the three months ended March 31, 1997 assume each of these acquisitions occurred
as of January 1,1997.
Net revenue $ 743,525
Net income $ 267,370
Earnings per share $ .08
NOTE 4 - ADOPTION OF FASB STATEMENT NO. 130 "REPORTING COMPREHENSIVE INCOME"
The Company is exempt from the requirements of FASB Statement No. 130 since
it does not have items of "other comprehensive income".
F-5
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF GENERAL CREDIT CORPORATION FOR THE THREE MONTHS ENDED
MARCH 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 1,126,563
<SECURITIES> 0
<RECEIVABLES> 1,287,366
<ALLOWANCES> 40,000
<INVENTORY> 0
<CURRENT-ASSETS> 5,070,295
<PP&E> 224,532
<DEPRECIATION> 16,883
<TOTAL-ASSETS> 10,420,409
<CURRENT-LIABILITIES> 656,919
<BONDS> 0
0
0
<COMMON> 3,438
<OTHER-SE> 6,850,680
<TOTAL-LIABILITY-AND-EQUITY> 10,420,409
<SALES> 964,303
<TOTAL-REVENUES> 964,303
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 862,114
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 220,599
<INCOME-PRETAX> (118,410)
<INCOME-TAX> 0
<INCOME-CONTINUING> (118,410)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (118,410)
<EPS-PRIMARY> (.03)
<EPS-DILUTED> (.03)
</TABLE>
