GFC FINANCIAL CORP
8-K, 1994-04-15
SHORT-TERM BUSINESS CREDIT INSTITUTIONS
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<PAGE>   1





                       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 (Date of earliest event reported):             April 14, 1994
____________________________________________________________________________



                          GFC FINANCIAL CORPORATION
            (Exact name of registrant as specified in its charter)


           DELAWARE                1-11011                        86-0695381
____________________________________________________________________________
(State or Other Jurisdiction     (Commission                (I.R.S. Employer
       of Incorporation)         File Number)            Identification No.)



DIAL CORPORATE CENTER, PHOENIX, ARIZONA                                85077
____________________________________________________________________________
(Address of principal executive offices)                          (Zip Code)



Registrant's telephone number, including area code:             602/207-6900
                                                    ________________________
<PAGE>   2
Item 5.  Other Events.


         GFC Financial Corporation announced on April 14, 1994 revenues, net
         income and selected financial data and ratios for the first quarter of
         1994 (unaudited).

         A copy of the press release issued by GFC Financial Corporation is
         attached as Exhibit 28 to this report.


Item 7.  Financial Statements and Exhibits.

         (c)  Exhibits.

<TABLE>
<CAPTION>
                 Exhibit                          Title                                  
              --------------      --------------------------------------------
                   <S>            <C>
                   28             Press Release of GFC Financial Corporation
                                  dated April 14, 1994
</TABLE>














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<PAGE>   3
                                   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.




                           GFC FINANCIAL CORPORATION

                                  (Registrant)



Dated:  April 14, 1994    By               /s/  BRUNO A. MARSZOWSKI
                            ------------------------------------------------
                            Bruno A. Marszowski, Vice President - Controller
                            Principal Financial Officer/Authorized Officer








                                       2

<PAGE>   1


                                                                      EXHIBIT 28





      Nancy Archer                                            Embargo until
      602/ 207-2821                                           8:00 a.m. (E.D.T.)
                                                              4/14/94



                           GFC FINANCIAL CORPORATION

                         REPORTS 33% INCREASE IN INCOME

                           FROM CONTINUING OPERATIONS

                             FOR THE FIRST QUARTER



PHOENIX, Arizona, April 14, 1994  --  GFC Financial Corporation (NYSE:GFC)
today reported a 33% increase in income from continuing operations for the
quarter ended March 31, 1994 compared to the first quarter of 1993.

         Income from continuing operations was $11.4 million ($0.56 per common
share) compared to $8.6 million ($0.39 per common share) for the first quarter
of 1993.  Earnings per common share for the first quarter of 1993 is net of
preferred dividends equivalent to $0.03 per common share.  The 1994 results
include income from Ambassador Factors, the factoring and asset based lending
company acquired from Fleet Financial Group, Inc. on February 14, 1994.

         Net income for the first quarter of 1994 was $11.4 million ($0.56 per
common share) compared with $9.9 million ($0.45 per common share) for the
comparable period in 1993.  The 1993 results included $1.3 million of income
($0.06 per common share) from Verex Assurance, Inc., the company's discontinued
mortgage insurance subsidiary, which was sold in July 1993.

         Sam Eichenfield, Chairman and Chief Executive Officer of GFC, said,
"The acquisition of the Asset Based Finance group in the first quarter of 1993
and the acquisition of Ambassador Factors in the first quarter of 1994
complement the company's core operations and have

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<PAGE>   2
contributed to the growth in funds employed and the resulting improved
performance.  The pending acquisition of TriCon Capital Corporation ("TriCon"),
which was announced on March 4, 1994, will further diversify GFC's asset base
and expand our focus on value-added products and services."  TriCon is a $1.8
billion niche-oriented provider of commercial and equipment financing products.

         Eichenfield added that portfolio quality remains consistent with
nonearning assets at 3.8% of funds employed after adding Ambassador, which
typically has a higher nonearning asset level (4.2% of its funds employed at
March 31, 1994), up slightly from 3.6% reported at year end.

         Interest earned from financing transactions increased to $72.0 million
for the first quarter of 1994 from $58.3 million in the first quarter of 1993,
an increase of 24%.  This rise in revenue was driven by a 29% increase in funds
employed during the twelve months ended March 31, 1994 resulting from $1.1
billion of new business being added by the core finance operations during that
period, and the acquisition of Ambassador Factors.

         The improvement in earnings for the 1994 quarter primarily was due to
the increase in interest margins earned which advanced to $38.9 million for the
first quarter of 1994 from $27.7 million in the first quarter of 1993, a 40%
improvement.  The higher interest margins, which equate to a 5.7% annualized
return on average earning assets compared to 5.1% for the first quarter of
1993, were attributable to the growth of the portfolio, a lower effective cost
of debt in 1994 and higher fee income principally generated by Ambassador
Factors.

         The strong improvement in interest margins was more than enough to
offset the $2 million reduction in gains on sale of assets, higher provisions
for possible credit losses and the higher selling, administrative and other
operating ("operating") expenses.

         The higher operating expenses primarily consisted of higher personnel
costs attributable in part to the acquisitions of the Asset Based Finance group
in February 1993 and Ambassador Factors in February 1994, and to expenses that
are no longer allocated to discontinued operations.

         Income taxes were higher due to higher tax rates in effect during the
first quarter of 1994 and to higher income before taxes.

         GFC Financial Corporation is a major domestic commercial finance
company that extends secured financing in selected markets:  corporate finance,
transportation, communications, commercial real estate and resort finance.  GFC
Financial also provides asset based lending, consumer rediscounting and
factoring.
                                      ####

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<PAGE>   3
                           GFC FINANCIAL CORPORATION
                         AND CONSOLIDATED SUBSIDIARIES
                         SUMMARY OF CONSOLIDATED INCOME
                                  (UNAUDITED)
                 (Dollars in Thousands, except per share data)


<TABLE>
<CAPTION>
                                                                               Three Months Ended
                                                                                    March 31,
                                                                       --------------------------------
                                                                              1994             1993
                                                                       -------------------------------- 
              <S>                                                       <C>              <C>
              Interest earned from financing transactions               $       72,004   $       58,262
                                                                       
              Interest expense                                                  33,133           30,568
                                                                        --------------   --------------
              Interest margins earned                                           38,871           27,694
              Provision for possible credit losses                               3,250            2,701
              Gains on sale of assets                                                3            2,061
              Selling, administrative and other operating expenses              17,303           13,638
                                                                        --------------   --------------
              Income before income taxes                                        18,321           13,416
                                                                       
              Income taxes                                                       6,932            4,871
                                                                        --------------   --------------
              Income from continuing operations                                 11,389            8,545
              Income from discontinued operations                                                 1,338
                                                                        --------------   --------------
              Net Income                                                $       11,389   $        9,883
                                                                        ==============   ==============
                                                                       
                                                                       
              Earnings per common share:                               
               Income from continuing operations before preferred
                 dividends                                              $         0.56   $         0.42
               Preferred dividends                                                                 0.03
                                                                        --------------   --------------
               Earnings from continuing operations                                0.56             0.39
               Discontinued operations                                                             0.06
                                                                        --------------   --------------
               Earnings per common share                                $         0.56   $         0.45
                                                                        ==============   ==============
                                                                       
                                                                       
              Dividends declared per common share                       $         0.18   $         0.16
                                                                        ==============   ==============
                                                                       
              Average outstanding common and equivalent shares              20,362,000        20,498,00
                                                                        ==============     ============  
                                                                       
</TABLE>                                                               

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<PAGE>   4
                           GFC FINANCIAL CORPORATION
          SELECTED CONSOLIDATED FINANCIAL DATA AND RATIOS (UNAUDITED)
                 (Dollars in Thousands, except per share data)


<TABLE>
<CAPTION>
                                                   Three Months Ended         Year Ended   
                                                          or at                  or at     
                                                        March 31,             December 31, 
                                                                                           
                                                -----------------------       ------------ 
                                                   1994 (1)      1993             1993     
                                                -----------------------       ------------ 
 <S>                                             <C>          <C>              <C>         
 FINANCIAL DATA:                                                                           
                                                                                           
  Average funds employed (AFE)                   $3,059,227   $2,483,672       $2,637,547  
  Ending funds employed (EFE)                     3,271,882    2,538,820        2,846,571  
  Average earning assets (2)                      2,723,183    2,176,475        2,321,359  
  Nonaccruing assets                                122,707      100,568          102,607  
  Reserve for possible credit losses                 73,057       70,272           64,280  
  Total debt                                      2,513,631    2,016,846        2,082,350  
  Stockholders' equity                              511,451      491,421          503,300  
  New business                                      254,701      173,935        1,007,794  
  Write-offs                                          5,106        2,937           12,575  
                                                                                           
 RATIOS:                                                                                   
                                                                                           
  Write-offs (annualized) as a % of AFE                0.7%         0.5%             0.5%  
  Nonaccruing assets as a % of EFE                     3.8%         4.0%             3.6%  
  Reserve for possible credit losses                                                       
   as a % of:                                                                              
    Ending funds employed                              2.2%         2.8%             2.3%  
    Nonaccruing assets                                59.5%        69.9%            62.6%  
  Interest margins earned (annualized) as a %                                              
   of average earning assets (2)                       5.7%         5.1%             5.4%  
  Selling, administrative and other operating                                               
   expenses as a % of interest margins earned          44.5%        49.2%            46.6%  
  Total debt to equity                                   4.9          4.1              4.1  
</TABLE>   
           
____________
                                                                             
(1)   Includes financial data from Ambassador for the first quarter ended and
      at March 31, 1994.                                                     
(2)   Average earning assets are net of average deferred taxes on leveraged  
      leases and average nonaccruing assets for the periods presented.       
 
 
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