SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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, 2001.
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ________ to ___________
Commissions file number: 0-26906
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ASTA FUNDING, INC.
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(Exact name of small business issuer as specified in its charter)
Delaware 22-3388607
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
210 Sylvan Ave., Englewood Cliffs, New Jersey 07632
- --------------------------------------------- -----
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (201) 567-5648
Former name, former address and former fiscal year, if changed since last
report: N/A
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: As of May 9, 2001, the registrant had
approximately 3,968,000 common shares outstanding.
Transitional Small Business Disclosure Format (check one): Yes No X
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Asta Funding, Inc.
Form 10-QSB March 31, 2001
INDEX
Part I. Financial Information
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Item 1. Financial Statements
Consolidated Balance Sheets as of March 31, 2001 (unaudited)
and September 30, 2000
Consolidated Statements of Operations for the three and six
month periods ended March 31, 2001 and 2000 (unaudited)
Consolidated Statements of Cash Flows for the six-month
periods ended March 31, 2001 and 2000 (unaudited)
Notes to consolidated financial statements (unaudited)
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Part II. Other Information
- --------------------------
Item 1. Legal Proceedings
Item 4. Submission of Matters to a Vote of Securities Holders
Item 6. Exhibits and Reports on Form 8-K
Signatures
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Asta Funding, Inc. and Subsidiaries
Consolidated Balance Sheets
March 31, September 30,
---------------------- -------------------------
2001 2000
---- ----
Unaudited
Assets
Cash $ 2,347,000 $ 10,488,000
Restricted cash, net 51,000 51,000
Consumer receivables acquired for liquidation, net 18,387,000 4,367,000
Finance receivables, net 3,153,000 612,000
Note receivable - 250,000
Auto loans receivable, net 1,737,000 3,190,000
Furniture and equipment, net 121,000 156,000
Repossessed automobiles, net 151,000 181,000
Other assets 750,000 269,000
Deferred income taxes 1,212,000 1,620,000
---------------------- -------------------------
Total assets $ 27,909,000 $ 21,184,000
===================== ========================
Liabilities and Stockholders' Equity
Liabilities
Other Liabilities $ 2,077,000 $ 2,133,000
Advances under lines of credit 740,000 -
Notes payable 5,862,000 -
Income taxes payable - 4,277,000
Due to affiliate 1,290,000 816,000
---------------------- -------------------------
Total liabilities 9,969,000 7,226,000
---------------------- -------------------------
Stockholders' Equity
Common stock, $.01 par value; authorized
10,000,000 shares; issued and outstanding
3,968,000 shares in 2001 and 3,958,000 in 2000 40,000 40,000
Additional paid-in capital 9,636,000 9,619,000
Retained earnings 8,264,000 4,299,000
---------------------- -------------------------
Total stockholders' equity 17,940,000 13,958,000
---------------------- -------------------------
Total liabilities and stockholders' equity $ 27,909,000 $ 21,184,000
===================== ========================
See accompanying notes to consolidated financial statements.
Asta Funding, Inc. and Subsidiaries
Consolidated Statements of Operations
Unaudited
Three Months Ended Six Months Ended
March 31, March 31,
----------------------------------------- -----------------------------------------
2001 2000 2001 2000
---- ---- ---- ----
Revenues:
Interest $6,112,000 $5,302,000 $10,240,000 $8,411,000
Servicing fees 4,000 19,000 10,000 46,000
------------------- ------------------- ----------------- -------------------
6,116,000 5,321,000 10,250,000 8,457,000
------------------- ------------------- ----------------- -------------------
Expenses:
General and administrative 1,878,000 933,000 2,960,000 1,808,000
Provision for credit losses and repurchases 300,000 1,980,000 400,000 2,035,000
Interest 247,000 135,000 265,000 324,000
------------------- ------------------- ----------------- -------------------
2,425,000 3,048,000 3,625,000 4,167,000
------------------- ------------------- ----------------- -------------------
Income before income taxes 3,691,000 2,273,000 6,625,000 4,290,000
Income tax expense 1,480,000 910,000 2,660,000 1,716,000
------------------- ------------------- ----------------- -------------------
Net income $2,211,000 $1,363,000 $ 3,965,000 $2,574,000
------------------- ------------------- ----------------- -------------------
------------------- ------------------- ----------------- -------------------
Net income per share - Basic $ 0.56 $ 0.35 $ 1.00 $ 0.65
------------------- ------------------- ----------------- -------------------
- Diluted $ 0.54 $ 0.33 $ 0.97 $ 0.64
------------------- ------------------- ----------------- -------------------
Weighted average number of shares
outstanding - Basic 3,968,000 3,945,000 3,968,000 3,945,000
------------------- ------------------- ----------------- -------------------
- Diluted 4,081,000 4,109,000 4,080,000 4,044,000
------------------- ------------------- ----------------- -------------------
See accompanying notes to consolidated financial statements.
Asta Funding, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
Unaudited
Six Months Ended
March 31,
-------------------------------------
2001 2000
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Cash flows from operating activities:
Net income $ 3,965,000 $ 2,574,000
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 60,000 49,000
Provision for losses and repurchases 400,000 2,035,000
Deferred income taxes 408,000 (361,000)
Expenses advanced by affiliate - 13,000
Changes in:
Restricted cash - (1,000)
Repossessed automobiles held for sale 30,000 89,000
Other assets (481,000) (42,000)
Income taxes payable (4,277,000) 1,192,000
Accounts payable and accrued expenses (56,000) 1,797,000
----------------- ----------------
Net cash provided by operating activities 49,000 7,345,000
Cash flows from investing activities:
Auto loan principal payments 1,320,000 2,622,000
Purchase of consumer receivables acquired for liquidation (25,384,000) (932,000)
Principal collected on receivables acquired for liquidation, net 11,364,000 9,209,000
Finance receivables (2,541,000) -
Capital expenditures (25,000) (84,000)
----------------- ----------------
Net cash (used in) provided by investing activities (15,266,000) 10,815,000
Cash flows from financing activities:
Advances from affiliate 474,000 (1,334,000)
Advances (repayments) under lines of credit 740,000 (2,611,000)
Advances (repayments) of notes payable 5,862,000 (10,636,000)
----------------- ----------------
Net cash provided by (used in) financing activities 7,076,000 (14,581,000)
----------------- ----------------
(Decrease) increase in cash (8,141,000) 3,579,000
Cash at the beginning of period 10,488,000 780,000
----------------- ----------------
Cash at end of period $ 2,347,000 $ 4,359,000
================= ================
Supplemental disclosure of cash flow information:
Cash paid during the period
Interest $ 163,000 $ 281,000
Income taxes $ 4,750,000 $ 875,000
See accompanying notes to consolidated financial statements.
Asta Funding, Inc.
Notes to Consolidated Financial Statements
Note 1: Basis of Presentation
Asta Funding, Inc. and its wholly owned subsidiaries (collectively, the
"Company") is a diversified consumer finance company that is engaged in the
business of purchasing, servicing and selling distressed and performing consumer
receivables. Distressed and performing consumer receivables are the unpaid debts
of individuals to banks, finance companies and other credit providers. The
Company's receivables consist of MasterCard and Visa credit card accounts which
were charged-off by the issuing banks for non-payment and installment
receivables that were originated and previously serviced by a furniture
retailer. Prior to May 1, 1999, the Company's business was focused on
purchasing, servicing and selling retail installment contracts originated by
dealers in the sale primarily of used automobiles to sub-prime borrowers.
In March 2000, the Company formed Asta Commercial, LLC a wholly owned subsidiary
of the Company, to factor commercial invoices. Asta Commercial specializes in
providing working capital to growing companies with unique financing needs. Asta
Commercial provides asset-based lending, primarily secured by accounts
receivable for small growing companies. Typical customers are manufacturers,
wholesale distributors and service companies. Asta Commercial is committed to
working closely with growth companies to meet their specialized financing needs
and anticipates significant growth in this business by providing prompt and
reliable service to its customers.
The consolidated balance sheet as of March 31, 2001, the consolidated statements
of operations for the three and six-month periods ended March 31, 2001 and 2000,
and the consolidated statements of cash flows for the three and six-month
periods ended March 31, 2001 and 2000, have been prepared by the Company without
an audit. In the opinion of management, all adjustments (which include only
normal recurring adjustments) necessary to present fairly the financial position
of the Company at March 31, 2001 and September 30, 2000, the results of
operations for the three and six-month periods ended March 31, 2001 and 2000 and
the cash flows for the six-month periods ended March 31, 2001 and 2000 have been
made. The results of operations for the three and six- month periods ended March
31, 2001 and 2000 are not necessarily indicative of the operating results for
any other interim period or the full fiscal year.
Pursuant to the rules and regulations of the Securities and Exchange Commission,
certain information and footnote disclosures required under generally accepted
accounting principles have been condensed or omitted from the presented
financial statements. The Company suggests that these financial statements be
read in conjunction with the financial statements and notes thereto included in
the Company's Annual Report on Form 10-KSB for the fiscal year ended September
30, 2000.
Note 2: Principles of Consolidation
The consolidated financial statements include the accounts of Asta Funding, Inc.
and its wholly-owned subsidiaries: Asta Auto Receivables Company; E.R.
Receivables Corp., L.L.C.; RAC Acceptance Co., L.L.C.; Palisades Collections,
L.L.C.; Asta Funding Acquisition I, LLC; Asta Funding Acquisition II, LLC; Asta
Funding Acquisition III, LLC; Asta Funding.Com, LLC; and Asta Commercial, LLC.
All significant intercompany balances and transactions have been eliminated in
consolidation.
Note 3: Auto Loans Receivable:
The contracts which the Company purchased from dealers provide for finance
charges of between 14.95% and 28.95% per annum. Each contract provides for full
amortization, equal monthly payments and permits prepayments by the borrower at
any time without penalty. The Company generally purchased contracts at a
discount from the full amount financed under a contract. The Company
discontinued purchasing contracts in May 1999.
Note 4: Consumer Receivables Acquired for Liquidation:
Accounts acquired for liquidation are stated at their net realizable value and
consist of consumer loans to individuals throughout the country.
Note 5: Finance Receivables:
Finance receivables are factored accounts receivable primarily with full
recourse.
Asta Funding, Inc.
Notes to Consolidated Financial Statements
Note 6: Income recognition:
The Company recognizes income on distressed and performing consumer loan
portfolios, which are acquired for liquidation, using either the interest method
or cost recovery method. Upon acquisition of a portfolio of loans, the Company's
management estimates the future anticipated cash flows and determines the
allocation of payments based upon this estimate. If future cash flows cannot be
estimated, the cost recovery method is used. Under the cost recovery method, no
income is recognized until the Company has fully collected the cost of the
portfolio.
Interest income from sub-prime automobile loans is recognized using the interest
method. Accrual of interest income on loans receivable is suspended when a loan
is contractually delinquent more than 60 days. The accrual is resumed when the
loan becomes contractually current, and past due interest is recognized at that
time. In addition, a detailed review of loans will cause earlier suspension if
collection is doubtful.
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Overview
The Company is engaged in the business of purchasing, managing, servicing and
selling distressed and performing consumer receivables. Distressed and
performing consumer receivables are the unpaid debts of individuals that are
owed to banks, finance companies and other credit providers. The Company's
receivables consist of MasterCard and Visa credit card accounts which were
charged-off by the issuing banks for non-payment and installment receivables
that were originated and previously serviced by a furniture retailer. Prior to
May 1, 1999, the Company's business was focused on purchasing, servicing and
selling retail installment contracts originated by dealers in the sale primarily
of used automobiles to sub-prime borrowers.
Receivables are purchased by the Company at a discount from their charged-off
amount, typically the aggregate unpaid balance at the time of charge-off. The
Company purchases receivables directly from credit grantors through privately
negotiated direct sales and through auction type sales in which sellers of
receivables seek bids from several pre-qualified debt purchasers. In order for
the Company to consider a potential seller of receivables, a variety of factors
are considered. Sellers must demonstrate that they have adequate internal
controls to detect fraud and have the ability to provide post sale support and
to honor buy-back warranty requests. The Company pursues new acquisitions on an
ongoing basis by means of industry newsletters, brokers who specialize in these
assets and other professionals with whom the Company has relationships.
The Company also factors commercial invoices and specializes in providing
working capital to growing companies with unique financing needs. The Company
provides asset-based lending, primarily secured by accounts receivable for small
growing companies. Typical customers are manufacturers, wholesale distributors
and service companies. The Company is committed to working closely with growth
companies to meet their specialized financing needs and anticipates significant
growth in this business by providing prompt and reliable service to its
customers.
The Company generates its revenues, earnings and cash flow primarily through the
purchase and collection of principal, interest and other payments on consumer
receivables acquired for liquidation, financed receivables and automobile
contracts.
This Form 10-QSB contains forward-looking statements within the meaning of the
"safe harbor" provisions under section 21E of the Securities and Exchange Act of
1934 and the Private Securities Litigation Act of 1995. The Company uses
forward-looking statements in its description of its plans and objectives for
future operations and assumptions underlying these plans and objectives.
Forward-looking terminology includes the words "may", "expects", "believes",
"anticipates", "intends", "forecasts", "projects", or similar terms, variations
of such terms or the negative of such terms. These forward-looking statements
are based on management's current expectations and are subject to factors and
uncertainties which could cause actual results to differ materially from those
described in such forward-looking statements. The Company expressly disclaims
any obligation or undertaking to release publicly any updates or revisions to
any forward-looking statements contained in this Form 10-QSB to reflect any
change in its expectations or any changes in events, conditions or circumstances
on which any forward-looking statement is based. Factors which could cause such
results to differ materially from those described in the forward-looking
statements include those set forth under "Risk Factors" and elsewhere in, or
incorporated by reference into, this Form 10-QSB or other reports filed by the
Company with the Securities
Asta Funding, Inc.
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
and Exchange Commission. These factors include the following: the Company is
dependent on external sources of financing to fund its operations; the Company
may not be able to purchase receivables at favorable prices and is subject to
competition for such receivables; the Company may not be able to recover
sufficient amounts on its receivables to fund its operations; government
regulations may limit the Company's ability to recover and enforce receivables
and other risks.
In the following discussions, most percentages and dollar amounts have been
rounded to aid presentation. As a result, all figures are approximations.
Results of operations
The three-month period ended March 31, 2001, compared to the three-month period
ended March 31, 2000
Revenues. During the three-month period ended March 31, 2001, interest income
increased $810,000 or 15.3% to $6.1 million from $5.3 million for the
three-month period ended March 31, 2000. The increase in interest income is
primarily due to an increase in interest income earned on consumer receivables
acquired for liquidation that were purchased during the three-month period ended
March 31, 2001, as compared to the same period in the prior year. The Company
earned servicing fees of $4,000 for the three months ended March 31, 2001, as
compared to $19,000 for the three-month period ended March 31, 2000. The
decrease in servicing fee income is due to a decrease in the dollar amount of
contracts being serviced for the three-months ended March 31, 2001, as compared
to the same period in the prior year, as a result of the discontinuation of the
purchase and sale of automobile contracts being serviced.
Expenses. During the three-month period ended March 31, 2001, general and
administrative expenses increased $945,000 or 101.3% to $1.9 million from
$933,000 for the three-months ended March 31, 2000 and represented 77.4% of
total expenses. The increase in general and administrative expenses is primarily
due to servicing costs on consumer receivables that were purchased in January
2001. In addition, a portion of the increase is due to operating expenses
incurred in the Company's commercial finance receivable business during the
three-month ended March 31, 2001, which was not operating during the same prior
year period.
Interest expense increased $112,000 or 83.0% to $247,000 from $135,000 for the
three-month period ended March 31, 2001, compared to the same period in the
prior year and represented 10.2% of total expenses for the three-month period
ended March 31, 2001. The increase is due to an increase in the outstanding
borrowings by the Company under the lines of credit and notes payable during the
three-month period ended March 31, 2001, as compared to the same period in the
prior year. The increase in borrowings is due to the Company's increases in
acquisitions of consumer receivables acquired for liquidation and finance
receivables during the three-month period ended March 31, 2001, as compared to
the same prior year period.
During the three-month period ended March 31, 2001, the provision for credit
losses decreased $1.7 million or 84.8% to $300,000 from $2.0 million for the
three-months ended March 31, 2000 and represented 12.4% of total expenses. The
decrease is primarily due to the Company providing $1.5 million for potential
obligations on consumer receivables acquired for liquidation sold to others
during the quarter ended March 31, 2000.
The six-month period ended March 31, 2001, compared to the six-month period
ended March 31, 2000
Revenues. During the six-month period ended March 31, 2001, interest income
increased $1.8 million or 21.7% to $10.2 million from $8.4 million for the
six-month period ended March 31, 2000. The increase in interest income is
primarily due to an increase in interest income earned on consumer receivables
that were acquired in January 2001 and an increase during the six months ended
March 31, 2001 in interest income on consumer receivables which are accounted
for using the cost recovery method subsequent to recovery of the purchase price
The Company earned servicing fees of $10,000 for the six-months ended March 31,
2001, as compared to $46,000 for the six-month period ended March 31, 2000. The
decrease in servicing fee income is due to a decrease in the dollar amount of
contracts being serviced for the six-months ended March 31, 2001, as compared to
the same period in the prior year, as a result of the discontinuation of the
purchase and sale of automobile contracts being serviced.
Expenses. During the six-month period ended March 31, 2001, general and
administrative expenses increased $1.2 million or 63.7% to $3.0 million from
$1.8 million for the six-months ended March 31, 2000 and represented 81.7% of
total expenses. The increase in general and administrative expenses is primarily
due to servicing costs on consumer receivables that were purchased in January
2001, that were not being serviced during the same prior year period. In
addition, a portion of the increase is due to operating expenses incurred in the
Company's commercial finance receivable business during the six-month period
ended March 31, 2001, which was not operating during the same prior year period.
Asta Funding, Inc.
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Interest expense decreased $59,000 or 18.2% to $265,000 from $324,000 for the
six-month period ended March 31, 2001, compared to the same period in the prior
year and represented 7.3% of total expenses for the six-month period ended March
31, 2001. The decrease is due to a decrease in the outstanding borrowings by the
Company under the lines of credit and notes payable during the six-month period
ended March 31, 2001, as compared to the same period in the prior year.
During the six-month period ended March 31, 2001, the provision for credit
losses decreased $1.6 million or 80.3% to $400,000 from $2.0 million for the
six-months ended March 31, 2000 and represented 11.0% of total expenses. The
decrease is primarily due to the Company providing $1.5 million during the
six-month period ended March 31, 2001, for potential obligations on consumer
receivables acquired for liquidation sold to others.
Liquidity and Capital Needs
The Company's primary sources of cash from operating activities include borrower
payments on consumer receivables acquired for liquidation, automobile contracts
and payments on finance receivables. The Company's primary uses of cash include
its purchases of consumer receivables acquired for liquidation and finance
receivables. As of March 31, 2001, the Company's cash and cash equivalents
decreased to $2,347,000 from $10,488,000 at September 30, 2000. The decrease in
cash was primarily due to the January 2001 purchase of installment receivables,
an increase in finance receivables and income tax payments made during the
six-months ended March 31, 2001.
Net cash provided by operating activities was $49,000 during the six-months
ended March 31, 2001, compared to net cash provided of $7.3 million during the
six-months ended March 31, 2000. The decrease in net cash used provided by
operating activities is primarily due to the increase in income tax payments and
other assets and a decrease in other liabilities, the provision for losses and
repurchases and deferred income taxes during the six-months ended March 31,
2001, as compared to the same period in the prior year. Net cash used in
investing activities was $15.3 million during the six-months ended March 31,
2001, compared to net cash provided of $10.8 million during the six months ended
March 31, 2000. The increase in net cash used in investing activities is
primarily due to the acquisition of consumer receivables acquired for
liquidation and the increase in finance receivables during the six-months ended
March 31, 2001, compared to the same period in the prior year. Net cash provided
by financing activities was $7.1 million during the six-months ended March 31,
2001, compared to net cash used of $14.6 million during the six-months March 31,
2000. The increase in net cash provided by financing activities is primarily due
to an increase in borrowings during the six-months ended March 31, 2001,
compared to borrowing repayments during the same period in the prior year.
The Company's cash requirements have been and will continue to be significant.
The Company depends on external financing for purchasing consumer receivables.
On January 29, 2001, the Company purchased approximately $100 million of
consumer receivables from Heilig-Meyers Furniture Company at a substantial
discount and intends to liquidate the receivables. The receivables are
performing and semi-performing in nature. In conjunction with the transaction,
the Company borrowed $17 million from two banks and $1 million from an affiliate
of the Company. The loan from a bank for $10 million and a $1 million loan from
an affiliate are payable on demand and a $7 million loan from another bank
matures in July 2001, and is payable in equal monthly installments. The interest
rates on these borrowings are between one percent over prime and thirteen
percent per annum.
The Company anticipates the funds available under its current funding agreements
and credit facilities as well as funds made available by Asta Group,
Incorporated, an affiliate of the Company, and cash from operations will be
sufficient to satisfy the Company's estimated cash requirements for at least the
next 12 months. If for any reason the Company's available cash otherwise proves
to be insufficient to fund operations (because of future changes in the
industry, general economic conditions, unanticipated increases in expenses, or
other factors), the Company may be required to seek additional funding.
Asta Funding, Inc.
Form 10-QSB March 31, 2001
Part II. OTHER INFORMATION
Item 1. Legal Proceedings
As of the date of this filing, the Company was not involved in any
material litigation in which it is the defendant. The Company regularly
initiates legal proceedings as a plaintiff concerning its routine collection
activities.
Item 4. Submission of Matters to a Vote of Security Holders
The Company held its annual meeting of shareholders on March 9,
2001. At the meeting, the following persons were elected directors, all of whom
were incumbents: Gary Stern, Arthur Stern, Mitchell Herman, Martin Fife, Herman
Badillo, General Buster Glosson, Edward Celano and Harvey Leibowitz. Also at the
meeting, the shareholders voted to ratify the appointment of Richard A. Eisner &
Company, LLP as the Company's independent public accountants for fiscal year
2001.
Shares were voted for the election of directors as follows:
Authority
Director For Against Withheld
- -------- --- ------- --------
Gary Stern 3,809,999 10,080 -
Arthur Stern 3,809,999 10,080 -
Mitchell Herman 3,809,999 10,080 -
Martin Fife 3,809,999 10,080 -
Herman Badillo 3,809,999 10,080 -
General Buster Glosson 3,809,999 10,080 -
Edward Celano 3,809,999 10,080 -
Harvey Leibowitz 3,809,999 10,080 -
Shares were voted for the ratification of the appointment of Richard
A. Eisner & Company, LLP as follows:
For 3,794,499
Against 6,080
Abstentions 19,500
Broker Non-Votes -
Item 5. Other Information
On March 10, 2001, the board of directors unanimously elected Michael
Feinsod to the Company's board of directors.
.
Item 6. Exhibits and Reports on Form 8-K
None.
Asta Funding, Inc.
Form 10-QSB March 31, 2001
Signatures
In accordance with the requirements of the Securities Exchange Act of 1934, the
Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
ASTA FUNDING, INC.
(Registrant)
Date: May 9, 2001 By: /s/ Gary Stern
-----------------------
Gary Stern, President, Chief Executive Officer
(Principal Executive Officer)
Date: May 9, 2001 By: /s/ Mitchell Herman
-----------------------
Mitchell Herman, Chief Financial Officer
(Principal Financial Officer
and Principal Accounting Officer)