<PAGE> 1
FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20459
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 0-19420
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CREDIT DEPOT CORPORATION
------------------------
(Exact name of registrant as specified in its charter)
Delaware 58-1909265
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
700 Wachovia Center
Gainesville, Georgia
--------------------
(Address of principal executive offices)
30501
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(Zip code)
(770) 531-9927
--------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (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
----- -----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the most recent practicable date.
Class Outstanding at September 30, 1996
------------------ ---------------------------------
Common Stock $.001 Par Value 3,538,761
Transitional Small Business Disclosure Format (check one):
YES NO X
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<PAGE> 2
CREDIT DEPOT CORPORATION
Table of Contents
<TABLE>
<S> <C>
PART I. FINANCIAL INFORMATION Page
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Item 1 -- Financial Statements (Unaudited)
Condensed Consolidated Balance
Sheets as of June 30, 1996 and
September 30, 1996 3
Condensed Consolidated Statements
of Operations for the Three Months
Ended September 30, 1995 and 1996 4
Condensed Consolidated Statements
of Cash Flows for the Three Months
Ended September 30, 1995 and 1996 5
Notes to Condensed Consolidated
Financial Statements 6
Item 2 -- Management's Discussion and Analysis
of Financial Condition and Results of
Operations 7
Part II. OTHER INFORMATION
Item 1 -- Legal Proceedings 10
Item 2 -- Changes in Securities 10
Item 3 -- Defaults upon Senior Securities 10
Item 4 -- Submission of Matters to Vote of
Security Holders 10
Item 5 -- Other Information 10
Item 6 -- Exhibit and Reports on Form 8-K 10
SIGNATURES 11
</TABLE>
2
<PAGE> 3
CREDIT DEPOT CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
June 30, SEPTEMBER 30,
1996 1996
---------------------------------
<S> <C> <C>
ASSETS
Loans receivable
Consumer, collateralized by real estate $ 6,958,903 $ 3,878,042
Allowance for credit losses (250,260) (221,801)
------------ ---------------
Net loans receivable 6,708,643 3,656,241
Cash 1,707,320 4,486,435
Property and equipment, net 493,560 520,287
Real estate held for resale 42,397 212,917
Other assets:
Receivables due from related parties 222,209 222,209
Prepaid expenses and other assets 345,064 335,773
Excess servicing asset net of reserve 193,038 168,597
Interest-only strips receivable 1,317,577 2,534,993
Accrued interest receivable 113,577 67,632
Deferred financing costs 957,158 1,381,562
------------ ---------------
Total Assets $ 12,100,041 $ 13,586,646
============ ===============
LIABILITIES AND STOCKHOLDERS' EQUITY
Convertible notes payable $ 8,500,000 $ 11,300,000
Other borrowings 1,925,000 600,000
Accounts payable 54,393 93,564
Accrued liabilities 329,322 319,947
Dividends payable 144,000 144,000
------------ ---------------
Total liabilities 10,952,715 12,457,511
Stockholders Equity
Preferred stock, $.001 par value: 2,000,000
shares authorized, 320,000 shares issued 320 320
Common stock, $.001 par value: 15,000,000 shares
authorized, 3,378,761 shares issued and outstanding
at June 30, 1996 and 3,538,761 issued and
outstanding at September 30, 1996 3,379 3,539
Additional paid-in capital 13,242,231 13,642,071
Accumulated deficit (12,098,604) (12,516,795)
------------ ---------------
Total stockholders' equity 1,147,326 1,129,135
------------ ---------------
Total liabilities and stockholders' equity $ 12,100,041 $ 13,586,646
============ ===============
</TABLE>
See accompanying notes.
3
<PAGE> 4
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
September 30,
1995 1996
-----------------------
<S> <C> <C>
Revenues:
Finance income and fees earned $ 106,663 $ 151,296
Gain on sale of receivable 303,860 1,266,054
Other 29,453 (33,638)
---------- ----------
439,976 1,383,712
Expenses:
Salaries and employee benefits 623,378 745,687
Legal and professional fees 108,044 96,711
Other operating expenses 412,983 486,256
Provision for credit losses 50,000 20,000
Interest expense and amortization of financing costs 159,427 309,251
---------- ----------
1,353,832 1,657,905
Loss before provision for income taxes (913,856) (274,193)
Provision for income taxes - -
---------- ----------
Net loss $ (913,856) $ (274,193)
========== ==========
Net loss per share of common stock $ (.27) $ (.12)
========== ==========
Weighted average shares outstanding 3,378,761 3,378,761
========== ==========
</TABLE>
See accompanying notes.
4
<PAGE> 5
CREDIT DEPOT CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
September 30, SEPTEMBER 30,
1995 1996
----------------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (778,253) $ (274,193)
Adjustments to reconcile net loss
to cash used in operating activities:
Provision for credit losses 50,000 20,000
Depreciation and amortization 39,075 43,759
Changes in operating assets and liabilities:
Due from related parties 1,839 -
Prepaid expenses and other (122,428) 55,236
Deferred financing costs 13,611 (424,404)
Loans originated (7,748,565) (16,171,909)
Loans repurchased (315,033) (46,337)
Deferred fee income (2,509) -
Excess servicing asset, net 39,052 24,441
Interest-only strips receivable - (1,217,918)
Proceeds from loans sold 7,284,312 18,935,915
Principal collections on loans not sold 402,841 144,215
Accounts payable and accrued liabilities 21,505 29,796
------------ -----------
Net cash used in operating activities (1,250,156) (1,118,601)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment (65,140) (70,486)
------------ -----------
Net cash used in investing activities (65,140) (70,486)
CASH FLOWS FROM FINANCING ACTIVITIES
Dividends on preferred stock - (144,000)
Proceeds from issuance of convertible notes - 2,800,000
Proceeds from other borrowings 1,700,000 -
Payments on other borrowings - (925,000)
------------ -----------
Net cash provided by financing activities 1,700,000 1,731,000
------------ -----------
Net increase in cash 384,704 2,779,115
Cash at beginning of period 1,758,440 1,707,320
------------ -----------
Cash at end of period $ 2,143,144 $ 4,486,435
============ ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for interest $ 34,816 $ 82,715
============ ===========
Conversion of loans receivable to real estate held for sale $ 73,407 $ 218,977
============ ===========
</TABLE>
See accompanying notes.
5
<PAGE> 6
CREDIT DEPOT CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1996
(Unaudited)
1. BASIS OF PRESENTATION
The accompanying financial information includes the accounts of Credit
Depot Corporation ("CDC") and its wholly owned subsidiaries Credit Depot
Corporation of Georgia, Credit Depot Corporation of South Carolina, Credit
Depot Corporation of North Carolina, and Credit Depot Corporation of Ohio,
Credit Depot Corporation of Tennessee, Credit Depot Corporation of Florida,
and Credit Depot Corporation of Indiana. Reference to "the Company"
includes CDC and its subsidiaries. The financial information is unaudited
but includes all adjustments consisting only of normal recurring
adjustments which the Company's management believes to be necessary for
fair presentation of the periods presented. Interim results are not
necessarily indicative of results for a full year. Dollar figures rounded
to the nearest $1,000 in the following discussion are approximate unless
otherwise noted. The financial statements should be read in conjunction
with the Company's audited financial statements for the year ended June 30,
1996.
2. NET INCOME PER SHARE
Net income per common share is adjusted for dividends on preferred stock
and is computed based on the weighted average number of common shares and,
when dilutive, common equivalent shares (stock options) outstanding during
each of the periods.
3. GAIN ON SALE OF RECEIVABLES
Gains on the sale of loans to third parties wherein the Company retains an
interest in the loan are calculated as the present value of the interest
rate differential between the rate charged to the borrower and the rate
earned by the third party, after taking into consideration the Company's
estimate for early prepayments and ongoing servicing costs, if any. If the
Company also retains the servicing rights on loans sold with a retained
interest, a servicing fee is earned. The corresponding asset recorded at
the time of the gain on sale of loans with a retained interest is amortized
in proportion to the income received from the rate differential retained by
the Company over the estimated lives of the underlying loans. This asset
is carried at the lower of amortized cost or net realizable value.
Gains on sales of loans wherein the Company does not have any further
interest in the loan and does not retain the servicing rights are
calculated as the difference between the cash price paid by the third party
and the principal balance of the loan plus accrued interest.
4. OTHER BORROWINGS
In August 1996, term debt with a principal balance of $875,000 was
paid-off with proceeds from the sale of mortgage loans. On September 30,
1996, convertible mortgage participation holders having $400,000 of
participations exercised their conversion option and exchanged their
participations for 160,000 shares of common stock.
6
<PAGE> 7
Item 2. MANAGEMENT'S DISCUSSIONS AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION
CERTAIN ACCOUNTING CONSIDERATIONS
Most of the Company's revenue in the three months ended September 30, 1996
(the "1996 Three Months") consisted of loans sold by the Company with an
interest retained as a gain on sale of loans. The gain principally represents
the present value of the difference between the interest rate charged by the
Company to a borrower and the interest rate received by the investor who
purchased the loans, which is also referred to as the "Spread". The
corresponding asset used to record this gain is referred to as an
"Interest-Only Strip Receivable". In previous years, the Company has sold loans
in a similar manner but also retained the servicing rights to the loans,
creating a gain wherein the corresponding asset is referred to as the "Excess
Servicing Asset", and additionally providing revenue in the form of servicing
income. The Company recognizes such gain on sale of loans in the fiscal year in
which such loans are sold, although cash (representing the Interest-Only Strip
Receivable or Excess Servicing Asset and servicing fees) is received by the
Company over the lives of the loans. Both the Interest-Only Strip Receivable
and the Excess Servicing Asset computations are in part based upon, and
amortized over, the estimated lives of the loans using certain prepayment
assumptions.
Because the gain recognized in the year of sale is equal to the present
value of the estimated future cash flows from the Spread, the amount of cash
actually received over the lives of the loans can exceed the gain previously
recognized at the time the loans were sold. In subsequent years, the Company
would recognize additional income and fees to the extent actual cash flows from
such loans exceed the amortization of the Interest-Only Strip Receivable or
Excess Servicing Asset. If actual prepayments with respect to sold loans occur
faster than were projected at the time such loans were sold, the carrying value
of the Interest-Only Strip Receivable or Excess Servicing Asset is written down
through a charge to earnings in the period of adjustment. During the three
months ended September 30, 1995 (the "1995 Three Months"), the Company charged
$15,000 to earnings for anticipated prepayments at that time. No charge was
deemed necessary for the 1996 Three Months.
RESULTS OF OPERATIONS
During the 1996 Three Months, the Company completed the sale of $9,000,000
of convertible notes. In addition to repaying outstanding debt (more fully
described in Liquidity and Capital Resources), most of the proceeds were used
to fund loan originations and to start expanding the Company's loan origination
network, which included the hiring of a Chief Loan Officer and several
experienced account representatives. The Company's loan originations for the
1996 Three Months were $16,172,000, compared to $10,730,000 for the previous
quarter ending June 30, 1996, and $7,748,000 during the 1995 Three Months. This
significant improvement in originations led to increased revenues in the form
of gain on sale of loans, resulting in a net loss of $274,000 for the 1996
Three Months, as compared to a loss of $1,354,000 in the quarter ending June
30, 1996 and a loss of $914,000 in the 1995 Three Months.
The sales personnel hired during the quarter were given territories in
states the Company was already doing business in, but in areas that management
felt more originations were possible with increased sales presence. The Company
opened an office in Jacksonville Florida to complement its existing offices in
the southern part of the state. The Company is in the process of obtaining
mortgage licenses in other states and expects to start operations in those
states in the near future.
7
<PAGE> 8
Three Months Ended September 30, 1995 and 1996
During the 1996 Three Months, the Company incurred a loss of $274,000, as
compared to a loss of $914,000 for the 1995 Three Months, a decline of 70% in
net loss. The primary reason for this improvement was the increase in gain on
sale of loans from $304,000 in 1995 to $1,266,000 in the 1996 comparable
period. While the dollar amount of loans sold increased from $7,284,000 to
$18,936,000, the average percent of gain on each loan sold also improved as the
method of loans sales changed between the comparable periods. In the 1995 Three
Months, all loans sold were on a "Whole" loan basis, meaning the Company
retained no interest or servicing rights after the sale, and received a cash
premium in addition to the face value of the loan. The net gain on loans sold
Whole during the 1995 Three Months was 4.1%, compared to 6.7% for loans sold
during the 1996 Three Months- an improvement of 63%. Most of the loans sold in
the 1996 quarter were sold with a retained interest and were to be included in
the securitized mortgage pool of a third party. However, some older loans that
did not meet the criteria for inclusion in a securitized pool were sold Whole
at par, meaning no gain was recognized, and thus lowered the gain on sale
percentage for the quarter. These Whole loan sales were made in conjunction
with a Company goal of divesting itself all loans held in its own portfolio
that cannot be included in a securitized mortgage pool.
Total expenses increased 22%, from $1,354,000 to 1,658,000, during the
1995 Three Months to the 1996 Three Months. The largest increase was in
interest expense and financing cost amortization, which increased 94% from
$159,000 to $309,000 during the comparable periods. This increase is from the
accrual of interest on the $9,000,000 convertible notes at a rate of 10% during
the 1996 quarter (the first interest payment is not due till December 31,
1996).
The second largest increase between the quarters was in salaries and
employee benefits, which increased from $623,000 to $746,000, or 20% between
the comparable periods. The third and final expense category increase was in
other operating expenses, which increased from $413,000 to $486,000, or 18%
between the comparable quarters. These last two increases were the result of a
planned expansion program by the Company to primarily increase its sales and
field operations as capital became available. At September 30, 1995, the
Company had 48 employees in seven offices as compared to 59 employees in eleven
offices at September 30, 1996.
LIQUIDITY AND CAPITAL RESOURCES
By its nature, the Company's business requires continual access to
short-term and long-term sources of debt and equity capital. The Company's
capital requirements arise principally from loan originations and loan
repurchases, payments of operating and interest expenses, capital expenditures,
and start-up expenses for expansion into new geographic markets. Additionally,
even if the Company is generating net income, a substantial portion of its
revenues will consist of gain on sale of loans wherein cash is not received at
the time of sale, but over the life of the mortgage loans. The Company does not
expect to generate a positive cash flow for some time, and therefore has
required and expects to continue to require additional financing to fund
additional geographical expansion, to support its infrastructure until such
time as it can increase the volume of loan origination to a point of positive
cash flow, and to realize greater returns on sales of loans. During the 1996
Three Months, the Company had losses of $274,000, which were funded primarily
out of the proceeds of the convertible debt offering completed in August 1996
described below. Capital restraints have from time to time restricted the
Company's ability to increase the volume of mortgage loans it originates, and
have negatively impacted its ability to hold such loans until a sale could be
arranged for on more favorable terms. This has resulted in the Company selling
many loans Whole simply to receive the gain on sale in cash at the time of
sale. To the extent that the Company is unable to obtain periodic infusions of
capital, the Company could be required to sell mortgage loans on less favorable
terms than it might otherwise be available or curtail lending activities. To
date, in addition to the Company's capital raising efforts, the sources of
liquidity have been (1) sales of the loans the Company originates and
purchases into secondary markets, (2) borrowings under a mortgage warehouse
line of credit secured by its loans, (3) finance income earned on Company owned
loans and servicing fees generated on the loan servicing portfolio, (4)
borrowings under a repurchase line of credit (discussed below), (5) other
borrowings (discussed below), and (6) the conversion of the Excess Servicing
Asset and Interest-Only Strip Receivable into cash over the lives of the loans
in the servicing portfolio.
8
<PAGE> 9
In July 1994, the Company completed the placement of $5,550,000 of 8%
Senior Subordinated Convertible Notes due 2004 (the "8% Notes"). In October
1995, the Company agreed to certain conditions as a prerequisite for obtaining
a waiver for technical covenant violations contained in the indenture relating
to the 8% Notes at September 30, 1995. When these conditions were not met at
December 31, 1995, the maturity date of 8% Notes was accelerated to March 30,
1996. The Company repaid $3,250,000 of the 8% Notes in June 1996 ($2,250,000 of
which was paid out of the proceeds of the sale of the 10% Notes described
below) and the remaining $2,300,000 of 8% Notes was exchanged for loans under a
secured warehouse lending facility.
In 1995, the Company completed an offering of $3,000,000 of convertible
mortgage participations and warrants to purchase common stock to be used solely
for the purpose of originating and acquiring mortgage loans. Those borrowings
bear an interest rate of 10% per annum, payable monthly, and are secured by the
underlying mortgage loans. The proceeds from the sale of any assigned mortgage
loans can be used to originate new mortgage loans in which the holders will
have participations. The participations granted to the holders must be repaid
on June 16, 1997. In October 1995, $2,500,000 of the borrowings were converted
by the holders of these participations into Preferred Stock and warrants as
part of a placement of $6,400,000 of 9% Convertible Preferred Stock and
warrants to purchase common stock. On September 30, 1996, $400,000 of the
participations were converted into common stock, leaving one holder with a
$100,000 participation from the original $3,000,000 offering still outstanding.
As of September 30, 1996, none of the preferred stock had been converted into
common stock.
In January 1996, the Company obtained a $1,050,000 term loan at a 10%
interest rate secured by certain mortgage loans of the Company. The loan was
scheduled to mature in February 1997, and had an outstanding principal balance
of $875,000 when its was repaid in August 1996 from the proceeds of the sale of
loans. In February 1996, the Company sold $500,000 of convertible mortgage
participations on similar terms to the $3,000,000 of participations sold in
June 1995 described above, all of which is still outstanding.
In June 1996, the Company sold $6,200,000 of a $9,000,000 10% Convertible
Secured Note offering (the "10% Notes"). The Company subsequently sold the
remaining $2,800,000 of the offering in July and August 1996, which resulted in
net proceeds of approximately $8,000,000 in the entire offering. The 10% Notes
are partially secured by essentially all otherwise unpledged assets of the
Company and are convertible into common stock. At September 30, 1996, none of
the 10% Notes had converted.
While proceeds from the 10% Notes have recently allowed the Company to
fund loan originations with its own cash, in the future the Company will
require additional short-term credit facilities. The Company had a warehouse
line of credit which expired in June 1995. The Company expects to seek a
replacement warehouse line of credit in the near future. The Company also
utilized a repurchase line of credit intermittently from February of 1995 to
March 1996, which has expired.
From time to time the Company will investigate possible financing sources
which would enable it to continue expanding operations and/or would provide
funds to enable it to expand the volume of mortgage loans it originates.
Additionally, the Company continues to pursue opportunities to improve the gain
on sale of the loans originated and/or the terms under which its loans can be
sold. The Company believes that while it has sufficient financing to continue
to access the securitization market through third parties, it will require
additional financing to provide sufficient capital to enable it to hold loans
for a period of time that would be required under its long-term strategy to
directly access the securitization markets.
9
<PAGE> 10
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995
Certain statements contained in "Item 2. Management's Discussion and
Analysis of Financial Condition and Results of Operations", such as statements
concerning the Company's future cash and financing requirements, the Company's
ability to originate and/or acquire mortgage loans, the Company's ability to
enter into securitization transactions and/or otherwise sell mortgage loans to
the third parties and the returns therefrom, and other statements contained
herein regarding matters that are not historical facts are forward looking
statements; actual results may differ materially from those projected in the
forward looking statements, which statements involve risks and uncertainties,
including but not limited to, the following: the Company's ability to obtain
future financings; the uncertainties relating to the Company's ability to
participate in securitizations; and market conditions and other factors
relating to the mortgage lending business. Investors are also directed to the
other risks discussed herein and in other documents filed by the Company with
the Commission.
PART II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
As of the date hereof, the Company is not a party to any material legal
proceedings. The Company from time to time commences foreclosure proceedings
against borrowers who have defaulted on their loans.
Item 2. CHANGES IN SECURITIES
Not applicable.
Item 3. DEFAULT UPON SENIOR SECURITIES
Not applicable.
Item 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
Not applicable.
Item 5. OTHER INFORMATION
Not applicable.
Item 6. EXHIBIT AND REPORTS ON FORM 8-K
(a) 27 - Financial Data Schedule (for SEC use only)
(b) None.
10
<PAGE> 11
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 thereunto duly authorized.
CREDIT DEPOT CORPORATION
------------------------
(Registrant)
Date: November 8, 1996 /s/ Gerald F. Sullivan
--------------------------------------------
Gerald F. Sullivan
(President and Chief Executive Officer)
Date: November 8, 1996 /s/ Charles D. Farrahar
--------------------------------------------
Charles D. Farrahar
(Vice President and Chief Financial Officer)
Date: November 8, 1996 /s/ John C. Thomas
--------------------------------------------
John C. Thomas
(Vice President and Treasurer)
11
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF CREDIT DEPOT CORPORATION FOR THE PERIOD ENDED SEPTEMBER
30, 1996, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-START> JUL-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 4,486,435
<SECURITIES> 0
<RECEIVABLES> 3,878,042
<ALLOWANCES> 221,801
<INVENTORY> 0
<CURRENT-ASSETS> 8,981,207
<PP&E> 520,287
<DEPRECIATION> 0
<TOTAL-ASSETS> 13,586,646
<CURRENT-LIABILITIES> 557,511
<BONDS> 11,900,000
0
320
<COMMON> 3,539
<OTHER-SE> 1,125,276
<TOTAL-LIABILITY-AND-EQUITY> 13,586,646
<SALES> 0
<TOTAL-REVENUES> 1,383,712
<CGS> 0
<TOTAL-COSTS> 1,328,654
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 20,000
<INTEREST-EXPENSE> 309,251
<INCOME-PRETAX> (274,193)
<INCOME-TAX> 0
<INCOME-CONTINUING> (274,193)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (274,193)
<EPS-PRIMARY> (.12)
<EPS-DILUTED> (.12)
</TABLE>
