UNITED STATES 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 September 30, 1997
[ ] Transition Report under Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from ________________ to ________________
Commission file number: 0-5370
GENERAL RESIDENTIAL CORPORATION
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(Exact name of small business issuer as specified in its charter)
Delaware 95-2679815
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(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
17992 Darmel Place, Santa Ana, California 92705
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (714) 633-4275
Common Stock, $1.00 par value
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(Title of Class)
Check whether the registrant (1) has 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 [ X ] No [ ]
As of September 30, 1997, the Company had 81.0166 shares of common stock
issued and outstanding.
Transitional Small Business Disclosure Format: Yes [ ] No [ X ]
Total sequentially numbered pages in this document: 8
page 1 of 8
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
GENERAL RESIDENTIAL CORPORATION
CONDENSED BALANCE SHEETS (UNAUDITED)
September 30, December 31,
1997 1996
------------ ------------
ASSETS
CASH $ 7,391 $ 4,265
INCOME TAXES RECEIVABLE 4,710 8,655
PROPERTY AND EQUIPMENT,
net of accumulated depreciation 1,829,622 1,902,169
------------ ------------
$ 1,841,723 $ 1,915,089
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Note payable $ $ 31,736
Accounts payable and accrued expenses 14,195 14,195
Deferred income taxes 467,100 489,000
Due to related parties 175,500 150,000
Amounts due for fractional shares (Note 2) 99,886
------------ ------------
TOTAL LIABILITIES 756,681 684,931
------------ ------------
STOCKHOLDERS' EQUITY (Note 2)
Common stock, $1.00 par value;
authorized - 250 shares;
issued and outstanding -
81.0166 shares at September 30, 1997
and 81.7963 shares at December 31, 1996 81 82
Additional paid-in capital 1,359,581 1,488,391
Accumulated deficit (274,620) (258,315)
------------ ------------
TOTAL STOCKHOLDERS' EQUITY 1,085,042 1,230,158
------------ ------------
$ 1,841,723 $ 1,915,089
============ ============
See accompanying notes to condensed financial statements.
page 2 of 8
GENERAL RESIDENTIAL CORPORATION
CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
Three Months Ended September 30, 1997 and 1996
1997 1996
------------ ------------
LEASING REVENUES $ 91,873 $ 90,681
------------ ------------
COSTS AND EXPENSES
Compensation to officers and directors 81,000 42,000
General and administrative expenses 15,688 8,959
Depreciation 24,077 24,261
Interest expense, including $4,496
in 1997 and $3,960 in 1996
to related parties 4,496 5,394
------------ ------------
125,261 80,614
------------ ------------
Income (loss) before income taxes (33,388) 10,067
Income taxes (benefit) (13,300) 2,900
------------ ------------
Net income (loss) $ (20,088) $ 7,167
============ ============
Net income (loss) per common share $ (244.98) $ 86.35
============ ============
Weighted average number of
shares of common stock 82 83
============ ============
See accompanying notes to condensed financial statements.
page 3 of 8
GENERAL RESIDENTIAL CORPORATION
CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
Nine Months Ended September 30, 1997 and 1996
1997 1996
------------ ------------
LEASING REVENUES $ 273,319 $ 272,057
------------ ------------
COSTS AND EXPENSES
Compensation to officers and directors 171,000 112,500
General and administrative expenses 44,087 30,761
Depreciation 72,599 72,783
Interest expense, including $12,664
in 1997 and $11,468 in 1996
to related parties 12,838 17,701
------------ ------------
300,524 233,745
------------ ------------
Income (loss) before income taxes (27,205) 38,312
Income taxes (benefit) (10,900) 11,100
------------ ------------
Net income (loss) $ (16,305) $ 27,212
============ ============
Net income (loss) per common share $ (198.84) $ 327.86
============ ============
Weighted average number of
shares of common stock 82 83
============ ============
See accompanying notes to condensed financial statements.
page 4 of 8
GENERAL RESIDENTIAL CORPORATION
CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
Nine Months Ended September 30, 1997 and 1996
1997 1996
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES
Cash received from lessees $ 273,319 $ 272,057
Interest paid to related parties (12,664) (11,468)
Interest paid to others (174) (6,233)
Income taxes paid (7,807) (35,063)
Cash paid to officers and directors
for fees and expenses (171,000) (99,000)
General and administrative expenses (44,087) (30,761)
------------ ------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 37,587 89,532
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments on notes payable,
secured by deeds of trust (31,236) (93,778)
Borrowings from related parties 25,500
Common stock repurchased and retired (28,725) (1,663)
------------ ------------
NET CASH USED IN FINANCING ACTIVITIES (34,461) (95,441)
------------ ------------
NET INCREASE (DECREASE) IN CASH 3,126 (5,909)
CASH BALANCE AT BEGINNING OF PERIOD 4,265 10,118
------------ ------------
CASH BALANCE AT END OF PERIOD $ 7,391 $ 4,209
============ ============
RECONCILIATION OF NET INCOME (LOSS) TO
NET CASH PROVIDED BY OPERATING ACTIVITIES
Net income (loss) $ (16,305) $ 27,212
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Accrual of officers' fees and expenses 13,500
Depreciation of property and equipment 72,599 72,783
Increase in income taxes receivable (4,710)
Increase in income taxes payable
and deferred taxes (13,997) (23,963)
------------ ------------
NET CASH PROVIDED BY OPERATING ACTIVITIES $ 37,587 $ 89,532
============ ============
See accompanying notes to condensed financial statements.
page 5 of 8
GENERAL RESIDENTIAL CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
1. BASIS OF PRESENTATION
The accompanying unaudited condensed financial statements, which are for
interim periods, do not include all disclosures provided in the annual
financial statements. These unaudited condensed financial statements should be
read in conjunction with the financial statements and the footnotes thereto
contained in the Annual Report on Form 10-KSB for the year ended December
31, 1996 of General Residential Corporation (the "Company"), as filed
with the Securities and Exchange Commission. The December 31, 1996
balance sheet was derived from audited financial statements, but does not
include all disclosures required by generally accepted accounting
principles.
In the opinion of the Company, the accompanying unaudited condensed financial
statements contain all adjustments (which are of a normal recurring
nature) necessary for a fair presentation of the financial statements.
The results of operations for the three and nine months ended Sepember 30,
1997 are not necessarily indicative of the results to be expected for the
full year.
2. STOCKHOLDERS' EQUITY
During the nine months ended September 30, 1997, the Company purchased and
retired 2.39373 shares of its common stock for an aggregate cash payment
of $28,725.
On July 16, 1997, the Company amended its Certificate of Incorporation to (i)
effect a one for 200,000 reverse stock split of the Company's currently issued
and outstanding common stock, and (ii) change the number of shares of common
stock the Company is authorized to issue to 250 shares with a par value per
share of $1.00. Prior to the amendment, the Company was authorized to issue
50,000,000 shares with a par value of $.01. As a result of the reverse split,
the Company issued 71.0787 shares of common stock in exchange for 14,215,738
pre-split shares and has or will repurchase 1,820,720 pre-split shares for
an aggregate purchase price of $109,243. The effects of the reverse split
have been reflected in the accompanying unaudited condensed financial
statements.
page 6 of 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
OR PLAN OF OPERATION
Financial Condition:
The Company expects to generate sufficient cash flow from operations to
fund operating expenses and scheduled debt service requirements during the
fiscal year ending December 31, 1997. The Company had amounts due for fractional
shares of $109,243 and will finance these by borrowings from the Company's
officers and directors.
Results of Operations:
The Company leases its three properties to an unrelated entity which
operates the properties as residential board and care facilities. The Company
has a fixed yearly lease income of approximately $360,000 through April 2005.
The Company has no other sources of operating revenues.
Primarily as a result of increased compensation to officers and directors
in 1997, the Company incurred a loss before income taxes in 1997 as compared
to income before income taxes in 1996.
PART II. OTHER INFORMATION
ITEM 5. OTHER INFORMATION
On July 16, 1997, the Company amended its Certificate of Incorporation
to (i) effect a one for 200,000 reverse stock split of the Company's currently
issued and outstanding common stock, and (ii) change the number of shares of
common stock the Company is authorized to issue to 250 shares with a par value
per share of $1.00. Prior to the amendment, the Company was authorized to issue
50,000,000 shares with a par value of $.01. As a result of the reverse split,
the Company issued 71.0787 shares of common stock in exchange for 14,215,738
pre-split shares and has or will repurchase 1,820,720 pre-split shares for an
aggregate purchase price of $109,243.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) 3. Certificate of Amendment of Certificate of Incorporation as filed
in the Office of Secretary of State of the State of Delaware on
July 16, 1997, previously filed as Exhibit 3 to the Company's
Quarterly Report on Form 10-QSB for the quarterly period ended
June 30, 1997 and incorporated herein by reference.
27. Financial Data Schedule (electronic filing only)
(b) Reports on Form 8-K - Three Months Ended September 30, 1997: None.
page 7 of 8
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 RESIDENTIAL CORPORATION
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(Registrant)
/s/ Paul M. Kuefler
Date: November 11, 1997 By: __________________________________________
Paul M. Kuefler
President
(Principal Executive Officer)
/s/ Daniel Lezak
Date: November 11, 1997 By: __________________________________________
Daniel Lezak
Secretary - Treasurer and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
page 8 of 8
<TABLE> <S> <C>
<ARTICLE> 5
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<CASH> 7,391
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 1,829,622
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,841,723
<CURRENT-LIABILITIES> 756,681
<BONDS> 0
0
0
<COMMON> 81
<OTHER-SE> 1,084,961
<TOTAL-LIABILITY-AND-EQUITY> 1,841,723
<SALES> 273,319
<TOTAL-REVENUES> 273,319
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 12,838
<INCOME-PRETAX> (27,205)
<INCOME-TAX> (10,900)
<INCOME-CONTINUING> (16,305)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (16,309)
<EPS-PRIMARY> (198.84)
<EPS-DILUTED> 0
</TABLE>
