GFC FINANCIAL CORP
8-K, 1994-07-20
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):                 July 19, 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 July 19, 1994 revenues, net
       income and selected financial data and ratios for the second quarter
       and six months ended June 30, 1994 (unaudited).

Item 7.  Financial Statements and Exhibits.

       (c)     Exhibits:

<TABLE>
<CAPTION>
                   Exhibits                             Title                       
               -----------------         ------------------------------------------
                      <S>               <C>
                      28                Press Release of GFC Financial Corporation
                                        dated July 19, 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:  July 20, 1994         By  /s/  Bruno A. Marszowski
                                ------------------------------------------------
                                Bruno A. Marszowski, Vice President - Controller
                                Principal Financial Officer/Authorized Officer





                                       2
<PAGE>   4

<TABLE>
<CAPTION>

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



                                                 Quarter Ended                            Six Months Ended
                                                   June 30,                                   June 30,
                                       ----------------------------------         ---------------------------------
                                           1994                 1993                 1994                 1993
                                       -------------        -------------        -------------        -------------
 <S>                                   <C>                  <C>                  <C>                  <C>
 Interest earned from
  financing transactions               $     113,567        $      62,356        $     185,571        $     120,618
 Interest expense                             53,648               31,423               86,781               61,991
                                       -------------        -------------        -------------        -------------
 Interest margins earned                      59,919               30,933               98,790               58,627

 Provision for possible
  credit losses                                4,888                  827                8,138                3,528
 Gains on securitizations
  and sale of assets                           4,500                  179                4,503                2,240

 Selling, administrative and
  other operating expenses                    29,314               14,195               46,617               27,833
                                       -------------        -------------        -------------        -------------
 Income before income
  taxes                                       30,217               16,090               48,538               29,506
 Income taxes                                 12,912                5,767               19,844               10,638
                                       -------------        -------------        -------------        -------------
 Income from continuing
  operations                                  17,305               10,323               28,694               18,868
 Income from discontinued
  operations                                                        2,870                                     4,208
                                       -------------        -------------        -------------        -------------

 Net Income                            $      17,305        $      13,193        $      28,694        $      23,076
                                       =============        =============        =============        =============

 Earnings per common
  and equivalent share:
  Income from continuing
  operations                           $        0.73        $        0.51        $        1.30        $        0.92
  Preferred dividends                                                0.03                                      0.06
                                       -------------        -------------        -------------        -------------
 Income from continuing
  operations after preferred
  dividends                                     0.73                 0.48                 1.30                 0.86

 Income from discontinued
  operations                                                         0.14                                      0.21
                                       -------------        -------------        -------------        -------------
 Earnings per common
  and equivalent share                 $        0.73        $        0.62        $        1.30        $        1.07
                                       =============        =============        =============        =============
 Dividends declared per
  common share                         $        0.18        $        0.16        $        0.36        $        0.32
                                       =============        =============        =============        =============
 Average outstanding
  common and equivalent
  shares                                  23,744,000           20,387,000           22,080,000           20,437,000
                                       =============        =============        =============        =============
</TABLE>





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<PAGE>   5

<TABLE>
<CAPTION>

                                             GFC FINANCIAL CORPORATION
                            SELECTED CONSOLIDATED FINANCIAL DATA AND RATIOS (UNAUDITED)
                                              (Dollars in Thousands)



                                                            Six Months  Ended                 Year Ended or at
                                                              or at June 30,                    December 31,
                                                   -----------------------------------      ---------------------
                                                      1994 (1)            1993 (4)                1993 (4)
                                                   --------------     ----------------      ---------------------
 <S>                                                <C>                  <C>                  <C>       
 FINANCIAL DATA:
  Average funds employed (AFE) and
    securitizations (2)                             $   3,760,512        $   2,491,185        $         2,637,547
  Ending funds employed (EFE)                           5,113,805            2,553,846                  2,846,571
  Securitizations (2)                                     345,752
  Average earning assets (3)                            3,316,497            2,183,194                  2,321,359
  Nonaccruing assets                                      187,044              101,384                    102,607

  Reserve and accrued liabilities for
   possible credit losses                                 134,185               67,512                     64,280
  Total debt                                            3,966,411            2,012,407                  2,082,350
  Stockholders' equity                                    752,681              499,463                    503,300
  New business                                            698,658              351,656                  1,007,794
  Factoring volume                                        367,604

  Write-offs:
      Quarter                                               6,915                3,735
      Year-to-date                                         12,021                6,672                     12,575

 RATIOS:
 Write-offs (annualized) as a % of AFE
  and securitizations                                        0.6%                 0.5%                       0.5%

 Nonaccruing assets as a % of EFE and
  securitizations (2)                                        3.4%                 4.0%                       3.6%
 Reserve and accrued liabilities for possible
  credit losses as a % of:
   Ending funds employed and securitizations (2)             2.5%                 2.6%                       2.3%
   Nonaccruing assets                                       71.7%                66.6%                      62.6%
 Interest margins earned (annualized) as a %
  of average earning assets (3)                              6.0%                 5.4%                       5.4%

 Selling, administrative and other operating
  expenses as a % of interest margins earned                47.2%                47.5%                      46.6%
 Total debt to equity                                        5.3                  4.0                        4.1
</TABLE>

____________

(1)    Includes financial results from the acquisitions of Ambassador (February
       14, 1994) and TriCon (April 30, 1994).
(2)    Securitizations are assets sold under securitization agreements and
       managed by TriCon.
(3)    Average earning assets are net of average deferred taxes on leveraged
       leases and average nonaccruing assets for the periods presented.
(4)    The 1993 periods exclude TriCon and Ambassador.





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<PAGE>   1
                                   EXHIBIT 28





           Robert E. Radway                              Embargo until
           602/ 207-5794                                 8:00 a.m. (E.D.T.)
                                                         7/19/94



                           GFC FINANCIAL CORPORATION

                    REPORTS SIGNIFICANT INCREASE IN EARNINGS

                             FOR THE SECOND QUARTER



PHOENIX, Arizona, July 19, 1994  --  GFC Financial Corporation (NYSE:GFC) today
reported results for the second quarter and six months ended June 30, 1994.

         Income from continuing operations was $17.3 million ($0.73 per common
share) compared to $10.3 million ($0.48 per common share) for the second
quarter of 1993, a 68% increase in income from continuing operations and a 52%
increase in earnings per common share.  The 1994 results include income for a
full quarter from Ambassador Factors ("Ambassador"), the factoring and asset
based lending company acquired on February 14, 1994, and two months of income
from TriCon Capital ("TriCon"), which was acquired on April 30, 1994.

         Net income for the second quarter of 1994 was $17.3 million ($0.73 per
common share) compared with $13.2 million ($0.62 per common share) for the
comparable period in 1993, an increase of 31% in net income and 18% in earnings
per common share.  The 1993 results included $2.9 million of income ($0.14 per
common share) from Verex Assurance, Inc., the discontinued mortgage insurance
subsidiary that was sold in July 1993.

         Sam Eichenfield, Chairman and Chief Executive Officer of GFC, said:
"The Company's operations have expanded significantly with the acquisitions of
Ambassador and TriCon in 1994 and the improved results for the second quarter
reflect the contribution of these two operations.  Additionally, we expect our
recently announced cost saving initiatives at TriCon, which are expected to
result in personnel reductions of at least 10% over the next several months,
to contribute to the future performance of the Company."





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<PAGE>   2
         Although average outstanding shares for the period were 23.7 million
due to a May 1994 secondary stock offering, Eichenfield went on to state that
he considered it most appropriate to view the quarterly earnings in the context
of having 28.4 million outstanding shares, the actual amount at June 30, 1994.
(Using this base, GFC's earnings were $0.61 per share, an increase of 27% over
the year-earlier period).  "Obviously, we are pleased by this strong per share
increase which comes just after increasing our outstanding shares by 40%."

         Portfolio quality, (nonearning assets as a percent of funds employed)
continues to remain at historic levels and was 3.7% of funds employed at June
30, 1994, an improvement from 3.8% at the end of the first quarter of 1994.
Nonearnings, measured as a percent of funds employed and securitizations,
declined further to 3.4% at June 30, 1994.

         Interest margins earned, which drive GFC's performance, were strong at
6.0% of average earning assets.  This measurement compares to 5.4% for the 1993
period and reflects the contributions of the acquisitions made in 1994 as well
as the continuing strong returns of the core financial operations.  The strong
interest margins more than offset the higher provisions for possible credit
losses and the higher selling, administrative and other operating expenses
("operating expenses").

         The higher loss provisions are attributable to the operations of the
acquisitions made in 1994 and are consistent with the dynamics and loss
experience of the businesses acquired.

         The higher operating expenses are attributable primarily to the
acquisitions of TriCon and Ambassador in 1994.  The running rate of these
expenses (measured as a percent of interest margins earned) declined to 47.2%
(for the combined entities) in 1994 from 47.5% for GFC (which excluded TriCon
and Ambassador) in 1993.  The recently announced cost saving initiatives are
expected to reduce this running rate for expenses even further in the future.

         Earnings also benefited from strong portfolio growth (new business
volume was up by 99% to $699 million for the first six months of 1994 from $352
million for the 1993 period) and securitization gains of $4.0 million ($2.4
million after-tax) generated by TriCon in the second quarter.

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

         GFC Financial Corporation, with assets in excess of $5.0 billion, is a
Phoenix-based major domestic commercial finance company providing secured
lending to middle-market companies, making loans from $500,000 to $35 million.
GFC also offers financing programs to manufacturers, distributors, vendors and
franchisors to facilitate the sale of their products to end-users.

                                      ####





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