SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB/A
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2002.
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
ASTA FUNDING, INC.
(Exact name of small business issuer as specified in its charter)
Delaware 22-3388607
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
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
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the last 12 months (or 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 [ ]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: As of February 10, 2003, the
registrant had approximately 4,081,000 common shares outstanding.
Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
Asta Funding, Inc.
Form 10-QSB December 31, 2002
INDEX
Part I. Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets as of December 31, 2002(unaudited) and
September 30, 2002
Consolidated Statements of Operations for the three month periods
ended December 31, 2002 and 2001 (unaudited)
Consolidated Statements of Cash Flows for the three month periods
ended December 31, 2002 and 2001 (unaudited)
Notes to consolidated financial statements (unaudited)
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Item 3. Controls and Procedures
Part II. Other Information
Item 1. Legal Proceedings
Item 2. Changes in Securities and Use of Proceeds
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
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
December 31, September 30,
------------ -------------
2002 2002
---- ----
Unaudited
Assets
Cash $10,041,000 $2,213,000
Restricted cash, net 54,000 54,000
Consumer receivables acquired for liquidation 30,503,000 36,079,000
Auto loans receivable, net -- 29,000
Finance receivables -- 1,443,000
Furniture and equipment, net 584,000 345,000
Repossessed automobiles, net 36,000 67,000
Deferred income taxes 235,000 265,000
Other assets 237,000 740,000
----------- -----------
Total assets $41,690,000 $41,235,000
=========== ===========
Liabilities and Stockholders' Equity
Liabilities
Debt $ -- $2,172,000
Other liabilities 3,833,000 4,009,000
Income taxes payable 1,955,000 1,493,000
----------- -----------
Total liabilities 5,788,000 7,674,000
----------- -----------
Stockholders' Equity
Preferred stock, $.01 par value; authorized 5,000,000;
issued and outstanding - none
Common stock, $.01 par value; authorized 30,000,000 shares;
issued and outstanding - 4,081,000 at December 31, 2002 and
4,075,000 at September 30, 2002 41,000 41,000
Additional paid-in capital 10,276,000 10,247,000
Retained earnings 25,585,000 23,273,000
----------- -----------
Total stockholders' equity 35,902,000 33,561,,000
----------- -----------
Total liabilities and stockholders' equity $41,690,000 $41,235,000
=========== ===========
See accompanying notes to consolidated financial statements
Asta Funding, Inc. and Subsidiaries
Consolidated Statements of Operations
Unaudited
Three Months Ended Three Months Ended
December 31, December 31,
------------ ------------
2002 2001
---- ----
Revenues:
Finance income $6,751,000 $8,401,000
Other -- 1,000
---------- ----------
6,751,000 8,402,000
---------- ----------
Expenses:
General and administrative 1,353,000 1,443,000
Third-party servicing 1,531,000 2,351,000
Provision for losses -- 75,000
Interest 2,000 708,000
---------- ----------
2,886,000 4,577,000
---------- ----------
Income before income taxes 3,865,000 3,825,000
Income tax expense 1,553,000 1,529,000
---------- ----------
Net income $2,312,000 $2,296,000
========== ==========
Net income per share - Basic $0.57 $0.57
---------- ----------
- Diluted $0.53 $0.53
---------- ----------
Weighted average number of shares
outstanding - Basic 4,076,000 4,003,000
---------- ----------
- Diluted 4,351,000 4,351,000
---------- ----------
See accompanying notes to consolidated financial statements
Asta Funding, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
Unaudited
Three Months Ended Three Months Ended
December 31, December 31,
------------ ------------
2002 2001
---- ----
Cash flows from operating activities:
Net income $2,312,000 2,296,000
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 30,000 30,000
Provision for losses -- 75,000
Deferred income taxes 30,000 (12,000)
Changes in:
Prepaid income taxes -- 596,000
Repossessed automobiles held for sale 30,000 53,000
Other assets 503,000 (66,000)
Income taxes payable 462,000 945,000
Other liabilities (176,000) 212,000
------------ ------------
Net cash provided by operating activities 3,191,000 4,129,000
Cash flows from investing activities:
Auto loan principal payments 29,000 287,000
Purchase of consumer receivables acquired for liquidation (1,930,000) (10,057,000)
Principal collected on receivables acquired for liquidation 7,506,000 10,644,000
Finance receivables 1,443,000 (292,000)
Capital expenditures (269,000) (120,000)
------------ ------------
Net cash provided by investing activities 6,779,000 462,000
Cash flows from financing activities:
Advances from affiliate -- 10,000
Proceeds from exercise of options 30,000 111,000
(Repayments) Advances under lines of credit, net (2,172,000) 4,257,000
Advances (Repayments) of notes payable, net -- (7,329,000)
------------ ------------
Net cash (used in) financing activities (2,142,000) (2,951,000)
------------ ------------
Increase in cash 7,828,000 1,640,000
Cash at the beginning of period 2,213,000 5,689,000
------------ ------------
Cash at end of period $10,041,000 $7,329,000
------------ ------------
Supplemental disclosure of cash flow information:
Cash paid during the period
Interest $2,000 $303,000
Income taxes $1,054,000 $ --
Asta Funding, Inc.
Notes to Consolidated Financial Statements
Note 1: Basis of Presentation
Asta Funding, Inc., together with its wholly owned subsidiaries, is a
diversified consumer finance company that is engaged in the business of
purchasing, managing and servicing non-conforming and distressed consumer
receivables. Non-conforming consumer receivables are the obligations of
individuals that have incurred credit impairment either at the time the
obligation was originated or subsequent to origination. Distressed consumer
receivables are the unpaid debts of individuals to banks, finance companies and
other credit providers. A large portion of our distressed consumer receivables
are MasterCard(R), Visa(R) and other credit card accounts which were charged-off
by the issuing banks for non-payment. We also, to a lesser extent, factored
commercial invoices to small companies with unique financing needs. On November
25, 2002, we sold a majority of our factored receivables and discontinued
factoring new receivables.
The consolidated balance sheet as of December 31, 2002, the consolidated
statements of operations for the three month periods ended December 31, 2002 and
2001, and the consolidated statements of cash flows for the three month periods
ended December 31, 2002 and 2001, have been prepared by us without an audit. In
the opinion of management, all adjustments (which include only normal recurring
adjustments) necessary to present fairly the financial position of us at
December 31, 2002 and September 30, 2002, the results of operations for the
three month periods ended December 31, 2002 and 2001 and cash flows for the
three month periods ended December 31, 2002 and 2001 have been made. The results
of operations for the three month periods ended December 31, 2002 and 2001 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. We suggest that these financial statements be read in
conjunction with the financial statements and notes thereto included in our
Annual Report on Form 10-KSB for the fiscal year ended September 30, 2002.
Note 2: Principles of Consolidation
The consolidated financial statements include the accounts of Asta Funding, Inc.
and its wholly-owned subsidiaries. All significant intercompany balances and
transactions have been eliminated in consolidation.
Note 3: 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 4: Finance Receivables:
Finance receivables are factored accounts receivable primarily with full
recourse.
Note 5: Debt:
We have a $25 million line of credit with a bank with interest at the prime
rate. The advances under the credit line are collateralized by portfolios of
consumer receivables acquired for liquidation and contains customary financial
and other covenants that must be maintained in order for us to borrow funds.
This line expires on January 31, 2004. As of December 31, 2002, there was no
outstanding balance under this line of credit and we were in compliance with all
of the covenants under this line of credit.
In August 2001, an investment banking firm provided approximately $29.9 million
of financing in exchange for a note with interest at LIBOR plus 2% and the right
to receive 50% of subsequent collections, net of expenses, from the portfolio
collateralizing the obligation, once the note and advances by one of our
subsidiaries have been repaid. In December 2001, we purchased one-half of this
right to receive subsequent collections for $1.5 million and a third party
purchased the other one-half for $1.5 million. The 25% participation due a third
party has been accrued and is included in other liabilities. As of December 31,
2002, this note was paid in full.
In January 2002, we purchased a thirty-five percent interest in a consumer
receivable portfolio and financed the entire purchase price of $1.6 million
through a note to the seller. The note bears interest at fifteen percent. As of
December 31, 2002, this note was paid in full.
Note 6: Income recognition:
We recognize income on non-performing and performing consumer receivable
portfolios, which are acquired for liquidation, using either the interest method
or cost recovery method. Upon acquisition of a portfolio of receivables,
management estimates the future anticipated cash flows and determines the
allocation of payments based upon this estimate. If management can reasonably
estimate the expected amount to be collected on a portfolio and can reasonably
determine the timing of such payments based on historic experience and other
factors, we use the interest method. If management cannot reasonably estimate
the future cash flows, we use the cost recovery method.
Under the interest method, we recognize income on the effective yield method
based on the actual cash collected during a period and future estimated cash
flows and timing of such collections and the portfolio's purchase. The estimated
future cash flows are reevaluated quarterly. Under the cost recovery method, no
income is recognized until we have fully collected the cost of the portfolio.
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations
Overview
We are primarily engaged in the business of acquiring, managing,
servicing and recovering on portfolios of consumer receivables. These portfolios
generally consist of one or more of the following types of consumer receivables:
o charged-off receivables - accounts that have been written-off by
the originators and may have been previously serviced by
collection agencies;
o semi-performing receivables - accounts where the debtor is
currently making partial or irregular monthly payments, but the
accounts may have been written-off by the originators; and
o performing receivables - accounts where the debtor is making
regular monthly payments that may or may not have been delinquent
in the past.
We acquire these consumer receivable portfolios at a significant discount to the
amount actually owed by the borrowers. We acquire these portfolios after a
qualitative and quantitative analysis of the underlying receivables and
calculate the purchase price so that our estimated cash flow offers us an
adequate return on our acquisition costs and servicing expenses. After
purchasing a portfolio, we actively monitor its performance and review and
adjust our collection and servicing strategies accordingly.
We purchase receivables from credit grantors and others through
privately negotiated direct sales and auctions in which sellers of receivables
seek bids from several pre-qualified debt purchasers. We pursue new acquisitions
of consumer receivable portfolios on an ongoing basis through:
o our relationships with industry participants, collection agencies,
investors and our financing sources;
o brokers who specialize in the sale of consumer receivable
portfolios; and
o other sources.
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. We use forward-looking
statements in our description of our 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. We expressly disclaim 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 our
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 us with the
Securities and Exchange Commission. These factors include the following: we are
dependent on external sources of financing to fund our operations; our debt may
adversely affect our ability to obtain additional funds and increase our
vulnerability to economic and business downturns; because we are a holding
company, our ability to repay our debt will depend upon the level of our cash
reserves, the distribution of funds from our subsidiaries and our ability to
obtain sufficient additional funds; we may not be able to purchase receivables
at favorable prices and are subject to competition for such receivables; we may
not be able to recover sufficient amounts on our receivables to fund our
operations; the Stern family controls Asta; government regulations may limit our
ability to recover and enforce receivables and other risks.
Critical Accounting Policies
We account for our investments in consumer receivable portfolios, using
either:
o the interest method; or
o the cost recovery method.
Generally, each purchase is considered a separate portfolio of receivables and
is considered a financial investment. Based upon the expected performance
characteristics of the receivables in the portfolio, we determine whether the
portfolio should be accounted for using the interest method or the cost recovery
method. If we can reasonably estimate the amount to be collected on a portfolio
and can reasonably determine the timing of such payments based on historic
experience and other factors, we use the interest method. If we cannot
reasonably estimate the future cash flows, we use the cost recovery method.
Asta Funding, Inc.
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations
The interest method allows us to recognize income on the effective
yield of such portfolio based on the actual cash collected during a period and
future estimated cash flows and the timing of such collections and the purchase
of such portfolios. Under this method, we periodically apply a portion of the
actual funds collected as a reduction in the principal amount invested in each
specific portfolio and the remainder is recognized as finance income. Generally,
these portfolios are expected to amortize over a three to five year period based
upon our estimated future cash flows. Historically, a majority of the cash we
ultimately collect on a portfolio is received during the first 18 months after
acquiring the portfolio, although additional amounts are collected over the
remaining periods. The estimated future cash flows of the portfolios are
reevaluated quarterly.
Under the cost recovery method of accounting, no income is recognized
until the purchase price of a portfolio has been fully recovered by us.
We periodically review our receivable portfolios for impairment based
on the estimated future cash flows. Provisions for losses are charged to
operations when it is determined that the remaining investment in the receivable
portfolio is greater than the estimated future collections. We have not recorded
any impairment charges on our consumer receivable portfolios during the
three-month period ended December 31, 2002.
We typically recognize finance income net of collection fees paid to
third-party collection agencies. With respect to specific consumer receivable
portfolios containing a significant amount of performing and semi-performing
accounts, we recognize finance income on accounts that were being serviced by
third-party servicers at the gross amounts received by the servicers. The
servicing costs for these portfolios are reported as an expense on our income
statement. In addition, with respect to specific consumer receivable portfolios
we acquired, we agreed to a fifty percent profit sharing arrangement with our
lender. However, the entire interest in this profit sharing arrangement was sold
to us and a third-party in equal amounts in December 2001. The third-party
profit allocation was recorded as interest expense over the estimated term of
the related note payable which was paid in full in September 2002.
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 December 31, 2002, compared to the three-month
period ended December 31, 2001
Revenues. During the three-month period ended December 31, 2002, finance income
decreased $1.6 million or 19.0% to $6.8 million from $8.4 million for the
three-month period ended December 31, 2001. The decrease in finance income was
primarily due to a decrease in finance income earned on consumer receivables
acquired for liquidation, which resulted from a decrease in the average
outstanding accounts acquired for liquidation during the three-months ended
December 31, 2002, as compared to the same prior year period. In addition, the
sale of most of the factored receivables on November 25, 2002, resulted in a
decrease in finance income during the three-months ended December 31, 2002, as
compared to the three-months ended December 31, 2001.
General and Administrative Expenses. During the three-month period ended
December 31, 2002, general and administrative expenses decreased $0.09 million
or 6.2% to $1.35 million from $1.44 million for the three-months ended December
31, 2001, and represented 46.9% of total expenses for the three months ended
December 31, 2002. The decrease in general and administrative expenses was
primarily due to a decrease in factoring expenses during the three-month period
ended December 31, 2002, as compared to the same prior year period. The decrease
in factoring expenses resulted from the sale of most of the factored receivables
on November 25, 2002 and a reduction of some factoring receivable employees
prior to the sale date.
Third-Party Servicing Expenses. During the three-month period ended December 31,
2002, third-party servicing expenses decreased $0.9 million or 37.5% to $1.5
million from $2.4 for the three months ended December 31, 2001, and represented
53.1% of total expenses for the three months ended December 31, 2002. The
decrease in third-party servicing expenses was primarily due to a reduction in
the number of accounts being serviced on a portfolio that was purchased in
August 2001 and the elimination of recording of third-party servicing expenses
on a specific portfolio during the three months ended December 31, 2002, as
compared to the same prior year period.
Interest Expense. During the three-month period ended December 31, 2002,
interest expense decreased $0.7 million or 100.0% to $0.0 from $0.7 compared to
the same period in the prior year and represented 0.0% of total expenses for the
three-month period ended December 31, 2002. The decrease was due to an decrease
in the outstanding borrowings by us under our lines of credit and notes payable
and the discontinued accrual of interest expense that was due to a profit
participation on a specific portfolio during the three-month period ended
December 31, 2002, as compared to the same period in the prior year. The
decrease in borrowings was due to the decrease in acquisitions of consumer
receivables acquired for liquidation during the fourth quarter of the fiscal
year ended September 30, 2002 and the three-month period ended December 31,
2002, as compared to the same prior year periods.
Provision for Credit Losses. During the three-month period ended December 31,
2002, the provision for credit losses decreased $0.08 million or 100.0% to $0.0
million from $0.08 million for the three-months ended December, 2001 and
represented 0.0% of total expenses. The decrease was due to a decrease in the
provision for credit losses on our financed receivables during the three months
ended December 31, 2002, as compared to the same prior year period.
Asta Funding, Inc.
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations
Liquidity and Capital Resources
Our primary sources of cash from operations include payments on the receivable
portfolios that we have acquired. Our primary uses of cash include our purchases
of consumer receivable portfolios. We rely significantly upon our lenders and
others, including our affiliates, to provide the funds necessary for the
purchase of consumer and commercial accounts receivable portfolios. While we
maintain a $25 million line of credit, for portfolio purchases, we also may
arrange financing on a transactional basis. While we have historically been able
to finance these purchases, we do not have committed loan facilities, other than
our $25 million line of credit with a financial institution. As of December 31,
2002, there was no outstanding balance under this facility. As of December 31,
2002, our cash and cash equivalents increased to $10.0 million from $2.2 million
at September 30, 2002. The increase in cash and cash equivalents during the
three month period ended December 31, 2002, was primarily due to a decrease in
the repayment of debt, a reduction in consumer receivable purchases and the sale
of most of our factoring receivables during the period.
Net cash provided by operating activities was $3.2 million during the
three-months ended December 31, 2002, compared to net cash provided by operating
activities of $4.1 million during the three-months ended December 31, 2001. The
decrease in net cash provided by operating activities was primarily due to an
decrease in other assets and an increase in income taxes payable during the
three-months ended December 31, 2002, as compared to the same period in the
prior year. Net cash provided by investing activities was $6.8 million during
the three-months ended December 31, 2002, compared to net cash provided by
investing activities of $0.5 million during the three-months ended December 31,
2001. The increase in net cash provided by investing activities was primarily
due to a decrease in the purchase of accounts acquired for liquidation and the
sale of most of the factoring receivables which was offset by a decrease in
collections of consumer receivables acquired for liquidation during the
three-months ended December 31, 2002, compared to the same period in the prior
year. Net cash used in financing activities was $2.1 million during the
three-months ended December 31, 2002, compared to net cash used of $3.0 million
during the three-months December 31, 2001. The decrease in net cash used in
financing activities was primarily due to an overall decrease in debt payments
which was partially off-set by a decrease in borrowings during the three-months
ended December 31, 2002, compared to the same prior year period. The decrease in
debt payments was due to an increase in principal collections that was used to
repay debt on accounts acquired for liquidation during the three-months ended
December 31, 2002, as compared to the three-months ended December 31, 2001. The
decrease in borrowings was due to a decrease in purchases of accounts acquired
for liquidation during the three months ended December 31, 2002, as compared to
the same prior year period.
We have a $25 million line of credit with a bank with interest at the prime
rate. The advances under this credit line are collateralized by portfolios of
consumer receivables acquired for liquidation and contains customary financial
and other covenants that must be maintained in order for us to borrow funds.
This line expires on January 31, 2004. As of December 31, 2002, there was no
outstanding balance under this line of credit and we were in compliance with all
of the covenants under this line of credit.
In August 2001, an investment banking firm provided approximately $29.9 million
of financing in exchange for a note with interest at LIBOR plus 2% and the right
to receive 50% of subsequent collections, net of expenses, from the portfolio
collateralizing the obligation, once the note and advances by one of our
subsidiaries have been repaid. In December 2001, we purchased one-half of this
right to receive subsequent collections for $1.5 million and a third party
purchased the other one-half for $1.5 million. The 25% participation due a third
party has been accrued and is included in other liabilities. As of December 31,
2002, this note was paid in full.
In January 2002, we purchased a thirty-five percent interest in a consumer
receivable portfolio and financed the entire purchase price of $1.6 million
through a note to the seller. The note bears interest at fifteen percent. The
outstanding balance was payable from the cash flows of a specific portfolio. As
of December 31, 2002, this note was paid in full.
Our cash requirements have been and will continue to be significant. We depend
on external financing to acquire consumer receivables. During the three-months
ended December 31, 2002, we acquired consumer portfolios at a cost of
approximately $1.9 million. These acquisitions were financed with our cash on
hand.
We anticipate the funds available under our current credit facility as well as
funds that may be made available by Asta Group, Incorporated, an affiliate of
ours, and cash from operations will be sufficient to satisfy the our estimated
cash requirements for at least the next 12 months. If for any reason our
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), we may be required to seek additional
funding.
From time to time, we evaluate potential acquisitions of related businesses.
However, we have not reached any agreement or arrangement with respect to any
particular acquisition and we may not be able to complete any acquisitions on
favorable terms or at all.
Asta Funding, Inc.
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations
Supplementary Information on Accounts Acquired for Liquidation
Schedule of Accounts Acquired for Liquidation by Income Recognition Category
As of December 31, 2002
Cost Recovery Interest Method
Portfolios Portfolios
-------------- --------------
Cummulative Original Purchase Price $46,838,000 $113,820,000
Cummulative Aggregate Managed Portfolios $1,996,000,000 $1,811,128,000
Receivable Carrying Value at $2,982,000 $27,521,000
Finance Income Earned $1,821,000 $4,818,000
(for the three months ended 12/31/02)
Total cash flows $2,390,000 $11,755,000
(for the three months ended 12/31/02)
The original purchase price reflects what we paid for the receivables from 1998
through December 31, 2002. The cummulative aggregate managed portfolio balance
is the original aggregate amount owed by the borrowers from 1998 through
December 31, 2002 at the time of purchase. We purchase consumer receivables at
substantial discounts from the face amount. We record interest income on our
receivables under either the cost recovery or interest method. The receivable
carrying value represents the current basis in the receivables after collections
and amortization of the original price.
We do not anticipate collecting the majority of the purchased principal amounts.
Accordingly, the difference between the carrying value of the portfolios and the
gross receivables is not indicative of future revenues from these accounts
acquired for liquidation. Since we purchased these accounts at significant
discounts, we anticipate collecting only a portion of the face amounts.
For the three-months ended December 31, 2002, we earned interest income of $4.6
million under the cost recovery method because we collected $4.6 million in
excess of our purchase price on certain receivable portfolios. In addition, we
earned $21.7 million of interest income under the interest method based on
actuarial computations on certain portfolios based on actual collections during
the period based on what we project to collect in future periods. During the
three-months ended December 31, 2002, we had no significant adjustments to our
projected cash flows on the portfolios in which we use the interest method.
New Accounting Pronouncements
In April 2002, the FASB issued SFAS Statement No. 145, "Rescission of FASB
Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13 and Technical
Corrections". SFAS No. 145 rescinds SFAS No. 4, which required all gains and
losses from extinguishment of debt to be aggregated and, if material, classified
as an extraordinary item, net of related income tax effect. As a result, the
criteria in APB Opinion No. 30 will now be used to classify those gains and
losses. SFAS No. 64 amended SFAS No. 4 and is no longer necessary because SFAS
No. 4 has been rescinded.SFAS No. 145 amends SFAS Statement No. 13 to require
that certain lease modifications that have economic effects similar to
sale-leaseback transactions be accounted for in the same manner as
sale-leaseback transactions. SFAS No. 145 also makes technical corrections to
existing pronouncements. While those corrections are not substantive in nature,
in some instances, they may change accounting practice. SFAS No. 145 is required
to be applied for fiscal years after May 15, 2002. The adoption of this
Statement is not expected to have a material effect on our financial statements.
In June 2002, the FASB issued SFAS Statement No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities." SFAS No. 146 requires that a
liability for a cost associated with an exit or disposal activity be recognized
when the liability is incurred. This Statement also established that fair value
is the objective for initial measurement of the liability. The provisions of
this Statement are effective for exit or disposal activities that are initiated
after December 31, 2002. The adoption of this Statement is not expected to have
a material effect on our financial statements.
Asta Funding, Inc.
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations
Item 3. Controls and Procedures
Within the 90 days prior to the date of this report, we carried out an
evaluation, under the supervision and with the participation of our management,
including our Chief Executive Officer and Chief Financial Officer, of the
effectiveness of the design and operation of our disclosure controls and
procedures pursuant to Securities Exchange Act Rule 13a-14. Based upon that
evaluation, our Chief Executive Officer and Chief Financial Officer concluded
that our disclosure controls and procedures are effective in timely alerting
them to material information relating to us (including our consolidated
subsidiaries) required to be included in our periodic SEC filings. There have
been no significant changes in our internal controls or in other factors that
could significantly affect internal controls subsequent to the date of their
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.
Asta Funding, Inc.
Form 10-QSB December 31, 2002
Part II. OTHER INFORMATION
Item 1. Legal Proceedings
As of the date of this filing, we were not involved in any material litigation
in which we are a defendant. We regularly initiate legal proceedings as a
plaintiff concerning our routine collection activities.
Item 2. Changes in Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
99.1 Certification of the Registrant's Chief Executive Officer, Gary
Stern, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.2 Certification of the Registrant's Chief Financial Officer,
Mitchell Herman, pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
(b) Reports on Form 8-K
We did not file any Reports of Form 8-K during the three-months ended
December 31, 2002.
Asta Funding, Inc.
Form 10-QSB December 31, 2002
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: February 13, 2003 By: /s/ Gary Stern
------------------------------
Gary Stern, President, Chief Executive Officer
(Principal Executive Officer)
Date: February 13, 2003 By: /s/ Mitchell Herman
------------------------------
Mitchell Herman, Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
Certifications
Pursuant to Section 302 of the Sarbanes Oxley Act of 2002
I, Gary Stern, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Asta Funding, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: February 10, 2003
/s/ Gary Stern
- ------------------------------
Gary Stern
President and Chief Executive Officer
Certifications
Pursuant to Section 302 of the Sarbanes Oxley Act of 2002
I, Mitchell Herman, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Asta Funding, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: February 10, 2003
/s/ Mitchell Herman
- ------------------------------
Mitchell Herman
Chief Financial Officer, Secretary and
Chief Accounting Officer