SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended September 30, 2004
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number: 0-26906
ASTA FUNDING, INC.
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(EXACT NAME OF REGISTRANT SPECIFIED IN ITS CHARTER)
DELAWARE 22-3388607
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(STATE OR OTHER JURISDICTION OF INCORPORATION (I.R.S. EMPLOYER
OR ORGANIZATION) IDENTIFICATION NO.)
210 SYLVAN AVENUE, ENGLEWOOD CLIFFS, NJ 07632
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Issuer's telephone number, including area code: (201) 567-5648
Securities registered pursuant to Section 12(b) of the Exchange Act: None
Securities registered pursuant to Section 12(g) of the Exchange Act:
COMMON STOCK, PAR VALUE $.01 PER SHARE
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(TITLE OF CLASS)
Indicate by check mark whether the registrant: (1) filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes (X) No
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Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not
contained herein, and will not be contained, to the best of the registrant's
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K. ( )
Indicate by check mark whether the registrant is an
accelerated filer (as defined in rule 12b-2 of the Act). Yes ( X ) No ( )
The aggregate market value of voting and nonvoting common
equity held by non-affiliates of the registrant was approximately $189,473,000,
as of the last business day of the registrant's most recently completed second
fiscal quarter.
As of December 8, 2004, the registrant had 13,500,595 shares of Common Stock
issued and outstanding.
Documents Incorporated by Reference:
The information called for by Part III of this Form 10-K is
incorporated by reference from the Company's Proxy Statement to be filed with
the Commission on or before January 28, 2005.
FORM 10-K
TABLE OF CONTENTS
PART I
Item 1. Business
Item 2. Properties
Item 3. Legal Proceedings
Item 4. Submission of Matters to a Vote of Security Holders
Item 4A. Executive Officers
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
Item 6. Selected Financial Data
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Item 7A. Quantitative and Qualitative Disclosure About Market Risk
Item 8. Consolidated Financial Statements and Supplementary Data
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
Item 9A. Controls and Procedures
Item 9B. Other information
PART III
Item 10. Directors and Executive Officers of the Registrant
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholders
Item 13. Certain Relationships and Related Transactions
Item 14. Principal Accountant Fees and Services
PART IV
Item 15. Exhibits, Financial Statement Schedules and Reports on 8-K
Signatures
Certifications
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This Annual Report on Form 10-K contains certain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995. Such
statements are subject to risks and uncertainties that could cause actual
results to differ materially from those projected in such forward-looking
statements. Certain factors which could materially affect our results and our
future performance are described below under "Risk Factors" and "Critical
Accounting Policies" in "Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations." See "Item 7. Management's
Discussion and Analysis of Financial Condition and Results of Operations -
Forward-Looking Statements." Forward-looking statements are inherently uncertain
as they are based on current expectations and assumptions concerning future
events and are subject to numerous known and unknown risks and uncertainties. We
caution you not to place undue reliance on these forward-looking statements,
which are only predictions and speak only as of the date of this report. Except
as required by law, we undertake no obligation to update or publicly announce
revisions to any forward-looking statements to reflect future events or
developments.
Part I
ITEM 1. DESCRIPTION OF BUSINESS.
Overview
Asta Funding, Inc. acquires, collects and services 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 debtors. 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 creditors and others through privately negotiated
direct sales and auctions in which sellers of receivables seek bids from several
pre-qualified debt purchasers. These receivables consist primarily of
MasterCard(R), Visa(R), retail installment contracts, secured asset portfolios,
private label credit card accounts, and telecom charge-offs, among other types
of receivables. 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;
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o brokers who specialize in the sale of consumer receivable portfolios;
and
o other sources.
Our objective is to maximize our return on investment on acquired consumer
receivable portfolios. As a result, before acquiring a portfolio, we analyze the
portfolio to determine how to best maximize collections in a cost efficient
manner and decide whether to use our internal servicing and collection
department or third-party servicers and collection agencies.
If we elect to outsource the servicing of receivables, our senior management
typically determines the appropriate servicer based on the type of receivables
purchased. Once a group of receivables is sent to a third-party servicer, our
management actively monitors and reviews the servicer's performance on an
ongoing basis. Based on portfolio performance considerations, our management
either will move certain receivables from one third-party servicer to another or
to our internal servicing department if it anticipates that this will result in
an increase in collections or it will sell the portfolio. In December 2002, we
acquired a collection center which expanded our internal collection and
servicing capabilities. The collection center currently employs approximately 66
persons, including senior management and has the capacity for more than 100
employees. We believe that the retention of these employees, as well as the
increased capacity available at the collection center, will better assist us in
monitoring our third-party servicers, while giving us greater flexibility in the
future for servicing in-house a larger percentage of our consumer receivable
portfolios.
We acquire portfolios through a combination of internally generated cash flow
and bank debt. In the past, on certain large portfolio acquisitions we have
partnered with a large financial institution in which we shared in the revenues
generated from the collections on the portfolios.
For the years ended September 30, 2002, 2003 and 2004, our revenues were
approximately $35.8 million, $34.9 million and $51.2 million respectively, and
our net income was approximately $10.4 million, $11.6 million and $22.2 million,
respectively. During these same years our cash collections were approximately
$78.6 million, $80.2 million and $112.1 million respectively.
We were formed in 1994 as an affiliate of Asta Group, Incorporated, an entity
owned by Arthur Stern, our Chairman of the Board and an Executive Vice
President, Gary Stern, our President and Chief Executive Officer, and other
members of the Stern family, to purchase, at face value, retail installment
sales contracts secured by motor vehicles. We became a public company in
November 1995. In 1999, we decided to capitalize on our management's more than
40 years of experience and expertise in acquiring and managing consumer
receivable portfolios for Asta Group. As a result, we ceased purchasing
automobile contracts and, with the assistance and financial support of Asta
Group, purchased our first significant consumer receivable portfolio. Since
then, Asta Group ceased acquiring consumer receivable portfolios and,
accordingly, does not compete with us.
Industry Overview
The purchasing, servicing and collection of charged-off, semi-performing and
performing consumer receivables is a growing industry that is driven by:
o increasing levels of consumer debt;
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o increasing defaults of the underlying receivables; and
o increasing utilization of third-party providers to collect such
receivables.
According to the U.S. Federal Reserve Board, consumer credit has increased from
$1.2 trillion at December 31, 1997, to $2.0 trillion at August 31 2003.
According to the Nilson Report, a credit card industry newsletter, the consumer
credit market will increase to $2.8 trillion by 2010 and credit card charge-offs
are predicted to reach $72.9 billion by 2005, up from $18.0 billion in 1995.
We believe that as a result of the difficulty in collecting these receivables
and the desire of originating institutions to focus on their core businesses and
to generate revenue from these receivables, originating institutions are
increasingly electing to sell these portfolios.
Strategy
Our primary objective is to utilize our management's experience and expertise to
effectively grow our business by identifying, evaluating, pricing and acquiring
consumer receivable portfolios and maximizing collections of such receivables in
a cost efficient manner. Our strategy includes:
o managing the collection and servicing of our consumer receivable
portfolios, including outsourcing a majority of those activities to
maintain low fixed overhead;
o expanding financial flexibility through increased capital and lines of
credit;
o capitalizing on our strategic relationships to identify and acquire
consumer receivable portfolios; and
o expanding our business through the purchase of consumer receivables
from new and existing sources.
We believe that as a result of our management's experience and expertise, and
the fragmented yet growing market in which we operate, we are well-positioned to
successfully implement our strategy.
We are a Delaware corporation whose principal executive offices are located at
210 Sylvan Avenue, Englewood Cliffs, New Jersey 07632. We were incorporated in
New Jersey on July 7, 1994 and were reincorporated in Delaware on October 12,
1995 as a result of a merger with a Delaware corporation. Unless the context
otherwise requires, the terms "we", "us" or "our" as used herein refer to Asta
Funding, Inc. and our subsidiaries.
CONSUMER RECEIVABLES BUSINESS
Receivables Purchase Program
We purchase bulk receivable portfolios that include charged-off receivables,
semi-performing receivables and performing receivables. These receivables
consist primarily of MasterCard(R), Visa(R), retail installment contracts,
secured asset portfolios and private label credit card accounts, telecom
receivables, and other types of receivables.
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From time to time, we may acquire directly, and indirectly through the consumer
receivable portfolios that we acquire, secured consumer asset portfolios.
We identify potential portfolio acquisitions 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.
Historically, the purchase prices of the consumer receivable portfolios that we
have acquired have ranged from $500,000 to more than $50 million. As a part of
our strategy to acquire consumer receivable portfolios, we have from time to
time entered into, and may continue to enter into, joint ventures and
participation and profit sharing agreements with our sources of financing and
our servicers. These arrangements may take the form of a joint bid, shared
ownership of an entity specially formed for a specific portfolio purchase or a
profit-sharing arrangement with a servicer or financing source who assists in
the acquisition of a portfolio and may waive its right to receive a commission
and provide us with more favorable non-recourse financing terms or a discounted
servicing commission.
We utilize our relationships with brokers, servicers and sellers of portfolios
to locate portfolios for purchase. Our senior management is responsible for:
o coordinating due diligence, including in some cases on-site visits to
the seller's office;
o stratifying and analyzing the portfolio characteristics;
o valuing the portfolio;
o preparing bid proposals;
o negotiating pricing and terms;
o closing the purchase; and
o coordinating the receipt of account documentation for the acquired
portfolios.
The seller or broker typically supplies us with either a sample listing or the
actual portfolio being sold on compact disk, a diskette or other form of media.
We analyze each consumer receivable portfolio to determine if it meets our
purchasing criteria. We may then prepare a bid or negotiate a purchase price. If
a purchase is completed, senior management monitors the portfolio's performance
and uses this information in determining future buying criteria and pricing.
We purchase receivables at substantial discounts from the balance actually owed
by the consumer. We determine how much to bid on a portfolio and a purchase
price by evaluating many different variables, such as:
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o The number of collection agencies previously attempting to collect the
receivables in the portfolio;
o the average balance of the receivables;
o the age of the receivables;
o number of days since charge-off;
o payments made since charge-off; and
o the locations of the debtors.
Once a receivable portfolio has been identified for potential purchase, we
prepare various analyses based on extracting customer level data from
external sources, other than the issuer, to analyze the potential collectibility
of the portfolio. We also analyze the portfolio by comparing it to similar
portfolios previously acquired by us. In addition, we perform qualitative
analyses of other matters affecting the value of portfolios, including a review
of the delinquency, charge off, placement and recovery policies of the
originator as well as the collection authority granted by the originator to any
third party collection agencies, and, if possible, by reviewing their recovery
efforts on the particular portfolio. After these evaluations are completed,
members of our senior management discuss the findings, decide whether to make
the purchase and finalize the price at which we are willing to purchase the
portfolio.
We purchase most of our consumer receivable portfolios directly from originators
and other sellers including, from time to time, our servicers 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
us to consider a potential seller as a source of receivables, a variety of
factors are considered. Sellers must demonstrate that they have:
o adequate internal controls to detect fraud;
o the ability to provide post sale support; and
o the capacity to honor buy-back and return warranty requests.
Generally, our portfolio purchase agreements provide that we can return certain
accounts to the seller. However, in some transactions, we may acquire a
portfolio with few, if any, rights to return accounts to the seller. After
acquiring a portfolio, we conduct a detailed analysis to determine which
accounts in the portfolio should be returned to the seller. Although the terms
of each portfolio purchase agreement differ, examples of accounts that may be
returned to the seller include:
o debts paid prior to the cutoff date;
o debts in which the consumer filed bankruptcy prior to the cutoff date;
and
o debts in which the consumer was deceased prior to cutoff date.
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We generally use third-parties to determine bankrupt and deceased accounts,
which allows us to focus our resources on portfolio collections. Under a typical
portfolio purchase agreement, the seller refunds the portion of the purchase
price attributable to the returned accounts or delivers replacement receivables
to us. Occasionally, we will acquire a well seasoned portfolio at a reduced
price from a seller that is unable to meet all of our purchasing criteria. When
we acquire such portfolios, the purchase price is discounted beyond the typical
discounts we receive on the portfolios we purchase that meet our purchasing
criteria.
Receivable Servicing
Our objective is to maximize our return on investment on acquired consumer
receivable portfolios. As a result, before acquiring a portfolio, we analyze the
portfolio to determine how to best maximize collections in a cost efficient
manner and decide whether to use our internal servicing and collection
department or third-party servicers and collection agencies.
Therefore, if we are successful in acquiring the portfolios, we can promptly
process the receivables that were purchased and commence the collection process.
Unlike collection agencies that typically have only a specified period of time
to recover a receivable, as the portfolio owners we have significantly more
flexibility in establishing payment programs.
Once a portfolio has been acquired, we or our servicer generally download all
receivable information provided by the seller into our account management system
and reconcile certain information with the information provided by the seller in
the purchase contract. We or our servicers send notification letters to obligors
of each acquired account explaining, among other matters, our new ownership and
asking that the obligor contact us. In addition, we notify the three major
credit reporting agencies of our new ownership of the receivables.
We presently outsource the majority of our receivable servicing to third-party
servicers. Our senior management typically determines the appropriate servicer
based on the type of receivables purchased. Once a group of receivables is sent
to a third-party servicer, our management actively monitors and reviews the
servicer's performance on an ongoing basis. Our management receives detailed
analyses, including collection activity and portfolio performance, from our
internal servicing departments to assist it in evaluating the results of the
efforts of the third-party servicers. Based on portfolio performance guidelines,
our management will move certain receivables from one third-party servicer to
another or to our internal servicing department if it anticipates that this will
result in an increase in collections.
In December 2002, we acquired a collection center that currently employs
approximately 66 experienced persons with the capacity for over 100 employees.
This facility expands our internal collection and servicing capabilities, gives
us greater flexibility and control over the servicing of our consumer
receivables portfolios and assists us in monitoring our third-party servicers.
We have four main internal servicing departments:
o collection/skiptrace;
o legal;
o customer service; and
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o accounting.
Collection/Skiptrace. The collection/skiptrace department is responsible for
making contact with the obligors and collecting on our consumer receivable
portfolios that are not being serviced by a third-party servicer. This
department uses a friendly, customer service approach to collect on receivables.
Through the use of our collection software and telephone system, each collector
is responsible for:
o contacting customers;
o explaining the benefits of making payment on the obligations; and
o working with the customers to develop acceptable means to satisfy their
obligations.
We and our third-party servicers have the flexibility to structure repayment
plans that accommodate the needs of obligors by:
o offering obligors a discount on the overall obligation; and
o tailoring repayment plans that provide for the payment of these
obligations as a component of the obligor's monthly budget.
We also use a series of collection letters, late payment reminders, and
settlement offers that are sent out at specific intervals or at the request of a
member of our collection department. When the collection department cannot
contact the customer by either telephone or mail, the account is referred to the
skiptrace department.
The skiptrace department is responsible for locating and contacting customers
who could not be contacted by either the collection or legal departments. The
skiptrace employees use a variety of public and private third-party databases to
locate customers. Once a customer is located and contact is made by a
skiptracer, the account is then referred back to the collection or legal
department for follow-up. The skiptrace department is also responsible for
finding current employers and locating assets of obligors when this information
is deemed necessary.
Legal. If the collection department determines that the customer has the ability
to satisfy his obligation but our normal collection activities have not resulted
in any resolution of the customer's obligations, the account is referred to the
legal department, which consists of non-lawyer administrative staff experienced
in collection work. The legal department refers legal case proceedings to
outside counsel. The legal department also refers accounts to the skiptrace
department to obtain a current phone number, address, the location of assets of
the obligor or the identity of the obligor's employer. In addition, the legal
department communicates with the collection attorneys that we utilize throughout
the country.
Customer Service. The customer service department is responsible for:
o handling incoming calls from debtors and collection agencies that are
responsible for collecting on our consumer receivable portfolios;
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o coordinating customer inquiries and assisting the collection agencies
in the collection process;
o handling buy-back and information requests from companies who have
purchased receivables from us;
o working with the buyers during the transition period and post sale
process; and
o handling any issues that may arise once a receivable portfolio has been
sold.
Accounting. The accounting department is responsible for:
o making daily deposits of customer payments;
o posting these payments to the customer's account;
o mailing monthly statements to customers; and
o in conjunction with the customer service department, providing senior
management with weekly and monthly receivable activity and performance
reports.
Accounting employees also assist collection department employees in handling
customer disputes with regard to payment and balance information. The accounting
department also assists the customer service department in the handling of
buy-back requests from companies who have purchased receivables from us. In
addition, the accounting department reviews the results of the collection of
consumer receivable portfolios that are being serviced by third-party collection
agencies.
Portfolio Sales
We sell certain receivables to other debt buyers to increase revenue and cash
flows. There are many factors that contribute to the decision of which
receivables to sell and which to service, including:
o the age of the receivables;
o the status of the receivables -- whether paying or non-paying; and
o the selling price.
Factoring Business
In March 2000, we formed Asta Commercial, LLC, ("Asta Commercial") a wholly
owned subsidiary, to factor commercial invoices. Asta Commercial specialized in
providing working capital to small, growing companies with unique financing
needs primarily secured by accounts receivable. On November 25, 2002, Asta
Commercial sold a majority of its factored receivables and discontinued
factoring new receivables.
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Other Activities
In February 2000, we entered into a stock purchase and financing agreement with
Small Business Resources, Inc., ("SBR") which is in the business of marketing a
variety of products to small businesses over the internet. We invested a total
of $2.5 million in SBR, consisting of a loan of $1.75 million and an equity
investment of $750,000, for a one-third ownership interest including warrants to
purchase shares of common stock of SBR. The investment was funded from cash
provided by operations. As of September 30, 2001, we had written-off our entire
$2.5 million investment.
In April 2002, we entered into a forbearance agreement with SBR in connection
with the loans we provided to SBR. Under the terms of the forbearance agreement
and a warrant agreement, we are entitled to purchase an additional 5% equity
interest in SBR. We have no intention of making any additional investment in
SBR.
Marketing
The Company has established relationships with brokers who market consumer
receivable portfolios from banks, finance companies and other credit providers.
In addition, the Company subscribes to national publications that list consumer
receivable portfolios for sale. The Company also directly contacts banks,
finance companies or other credit providers to solicit consumer receivables for
sale.
Competition
Our business of purchasing distressed consumer receivables is highly competitive
and fragmented, and we expect that competition from new and existing companies
will increase. We compete with:
o other purchasers of consumer receivables, including third-party
collection companies; and
o other financial services companies who purchase consumer receivables.
Some of our competitors are larger and more established and may have
substantially greater financial, technological, personnel and other resources
than we have, including greater access to capital markets. We believe that no
individual competitor or group of competitors has a dominant presence in the
market.
We compete with our competitors for consumer receivable portfolios based on many
factors, including:
o purchase price;
o representations, warranties and indemnities requested;
o speed in making purchase decisions; and
o reputation of the purchaser.
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Our strategy is designed to capitalize on the market's lack of a dominant
industry player. We believe that our management's experience and expertise in
identifying, evaluating, pricing and acquiring consumer receivable portfolios
and managing collections coupled with our strategic alliances with third-party
servicers and our sources of financing give us a competitive advantage. However,
we cannot assure that we will be able to compete successfully against current or
future competitors or that competition will not increase in the future.
Management Information Systems
We believe that a high degree of automation is necessary to enable us to grow
and successfully compete with other finance companies. Accordingly, we
continually upgrade our computer hardware and, when necessary, our software to
support the servicing and recovery of consumer receivables acquired for our
liquidation. Our telecommunications and computer systems allow us to quickly and
accurately process large amounts of data necessary to purchase and service
consumer receivable portfolios. In addition, we rely on the information
technology of our third-party servicers and periodically review their systems to
ensure that they can adequately service our consumer receivable portfolios.
Due to our desire to increase productivity through automation, we periodically
review our systems for possible upgrades and enhancements.
Government Regulation
The relationship of a consumer and a creditor is extensively regulated by
federal, state and municipal laws, rules, regulations and ordinances. These laws
include, but are not limited to, the following statutes and regulations
promulgated hereunder: the Federal Truth-In-Lending Act, the Fair Credit Billing
Act, the Equal Opportunity Act and the Fair Credit Reporting Act, as well as
comparable statutes in states where consumers reside and/or where creditors are
located. Among other things, the laws and regulations applicable to various
creditors impose disclosure requirements regarding the advertisement,
application, establishment and operation of credit card accounts or other types
of credit programs. Federal law requires a creditor to disclose to consumers,
among other things, the interest rates, fees, grace periods and balance
calculations methods associated with their accounts. In addition, consumers are
entitled to have payments and credits applied to their accounts promptly, to
receive prescribed notices and to require billing errors to be resolved
promptly. In addition, some laws prohibit certain discriminatory practices in
connection with the extension of credit. Further, state laws may limit the
interest rate and the fees that a creditor may impose on consumers. Failure by
the creditors to have complied with applicable laws could create claims and
rights to offset by consumers that would reduce or eliminate their obligations,
which could have a material adverse effect on our operations. Pursuant to
agreements under which we purchase receivables, we are typically indemnified
against losses resulting from the failure of the creditor to have complied with
applicable laws relating to the receivables prior to our purchase of such
receivables.
Certain laws, including the laws described above, may limit our ability to
collect amounts owing with respect to the receivables regardless of any act or
omission on our part. For example, under the Federal Fair Credit Billing Act, a
credit card issuer may be subject to certain claims and defenses arising out of
certain transactions in which a credit card is used if the consumer has made a
good faith attempt to obtain satisfactory resolution of a problem relative to
the transaction and, except in cases where there is a specified relationship
between the person honoring the card and the credit card issuer, the amount of
the initial transaction exceeds $50 and the place where the initial transaction
occurred was in the same state as the consumer's billing address or within 100
miles of that address. Accordingly, as a purchaser of defaulted receivables, we
may purchase receivables subject to valid defenses on the part of the consumer.
Other laws provide that, in certain instances, consumers cannot be held liable
for, or their liability is limited to $50 with respect to, charges to the credit
card credit account that were a result of an unauthorized use of the credit card
account. No assurances can be given that certain of the receivables were not
established as a result of unauthorized use of a credit card account, and,
accordingly, the amount of such receivables may not be collectible by us.
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Several federal, state and municipal laws, rules, regulations and ordinances,
including, but not limited to, the Federal Fair Debt Collection Practices Act
and the Federal Trade Commission Act and comparable state statutes regulate
consumer debt collection activity. Although, for a variety of reasons, we may
not be specifically subject to the FDCPA and certain state statutes specifically
addressing third-party debt collectors, it is our policy to comply with
applicable laws in our collection activities. Additionally, our third-party
servicers may be subject to these laws. To the extent that some or all of these
laws apply to our collection activities or our servicers' collection activities,
failure to comply with such laws could have a materially adverse effect on us.
Additional laws may be enacted that could impose additional restrictions on the
servicing and collection of receivables. Such new laws may adversely affect the
ability to collect the receivables.
Because the receivables were originated and serviced pursuant to a variety of
federal and/or state laws by a variety of entities and involved consumers in all
50 states, the District of Columbia and Puerto Rico, there can be no assurance
that all original servicing entities have at all times been in substantial
compliance with applicable law. Additionally, there can be no assurance that we
or our servicers have been or will continue to be at all times in substantial
compliance with applicable law. The failure to comply with applicable law could
materially adversely affect our ability to collect our receivables and could
subject us to increased costs and fines and penalties.
We currently hold a number of licenses issued under applicable consumer credit
laws. Certain of our current licenses and any licenses that we may be required
to obtain in the future may be subject to periodic renewal provisions and/or
other requirements. Our inability to renew licenses or to take any other
required action with respect to such licenses could have a material adverse
effect upon our results of operation and financial condition.
Employees
As of September 30, 2004, we had 115 full-time employees. We are not a party to
any collective bargaining agreement.
Risk Factors
You should carefully consider these risk factors in evaluating the Company. In
addition to the following risks, there may also be risks that we do not yet
know of or that we currently think are immaterial that may also impair our
business operations. If any of the following risks occur, our business, results
of operation or financial condition could be adversely affected, the trading
price of our common stock could decline and shareholders might lose all or part
of their investment.
We may not be able to purchase consumer receivable portfolios at favorable
prices or on sufficiently favorable terms or at all.
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Our success depends upon the continued availability of consumer receivable
portfolios that meet our purchasing criteria and our ability to identify and
finance the purchases of such portfolios. The availability of consumer
receivable portfolios at favorable prices and on terms acceptable to us depends
on a number of factors outside of our control, including:
o the continuation of the current growth trend in consumer debt;
o the continued volume of consumer receivable portfolios available for
sale; and
o competitive factors affecting potential purchasers and sellers of
consumer receivable portfolios.
We have seen at certain times that the market for acquiring consumer receivable
portfolios is becoming more competitive, thereby possibly diminishing our
ability to acquire such receivables at attractive prices in future periods.
The growth in consumer debt may also be affected by:
o a slowdown in the economy;
o reductions in consumer spending;
o changes in the underwriting criteria by originators; and
o changes in laws and regulations governing consumer lending.
Any slowing of the consumer debt growth trend could result in a decrease in the
availability of consumer receivable portfolios for purchase that could affect
the purchase prices of such portfolios. Any increase in the prices we are
required to pay for such portfolios in turn will reduce the profit, if any, we
generate from such portfolios.
Our quarterly operating results may fluctuate and cause our stock price to
decline.
Because of the nature of our business, our quarterly operating results may
fluctuate, which may adversely affect the market price of our common stock. Our
results may fluctuate as a result of any of the following:
o the timing and amount of collections on our consumer receivable
portfolios;
o our inability to identify and acquire additional consumer receivable
portfolios;
o a decline in the estimated value of our consumer receivable portfolio
recoveries;
o increases in operating expenses associated with the growth of our
operations; and
o general and economic market conditions.
We may not be able to recover sufficient amounts on our consumer receivable
portfolios to recover the costs associated with the purchase of those portfolios
and to fund our operations.
-14-
We acquire and collect on consumer receivable portfolios that contain
charged-off, semi-performing and performing receivables. In order to operate
profitably over the long term, we must continually purchase and collect on a
sufficient volume of receivables to generate revenue that exceeds our costs. For
accounts that are charged-off or semi-performing, the originators or interim
owners of the receivables generally have:
o made numerous attempts to collect on these obligations, often using
both their in-house collection staff and third-party collection
agencies;
o subsequently deemed these obligations as uncollectible; and
o charged-off these obligations.
These receivable portfolios are purchased at significant discounts to the amount
the consumers owe. These receivables are difficult to collect and actual
recoveries may vary and be less than the amount expected. In addition, our
collections may worsen in a weak economic cycle. We may not recover amounts in
excess of our acquisition and servicing costs.
Our ability to recover on our portfolios and produce sufficient returns can be
negatively impacted by the quality of the purchased receivables. In the normal
course of our portfolio acquisitions, some receivables may be included in the
portfolios that fail to conform to certain terms of the purchase agreements and
we may seek to return these receivables to the seller for payment or replacement
receivables. However, we cannot guarantee that any of such sellers will be able
to meet their payment obligations to us. Accounts that we are unable to return
to sellers may yield no return. If cash flows from operations are less than
anticipated as a result of our inability to collect sufficient amounts on our
receivables, our ability to satisfy our debt obligations, purchase new
portfolios and our future growth and profitability may be materially adversely
affected.
We are subject to intense competition for the purchase of consumer receivable
portfolios.
We compete with other purchasers of consumer receivable portfolios, with
third-party collection agencies and with financial services companies that
manage their own consumer receivable portfolios. We compete on the basis of
reputation, industry experience and performance. Some of our competitors have
greater capital, personnel and other resources than we have. The possible entry
of new competitors, including competitors that historically have focused on the
acquisition of different asset types, and the expected increase in competition
from current market participants may reduce our access to consumer receivable
portfolios. Aggressive pricing by our competitors could raise the price of
consumer receivable portfolios above levels that we are willing to pay, which
could reduce the number of consumer receivable portfolios suitable for us to
purchase or if purchased by us, reduce the profits, if any, generated by such
portfolios. If we are unable to purchase receivable portfolios at favorable
prices or at all, our revenues and earnings could be materially reduced.
We are dependent upon third parties to service a majority of our consumer
receivable portfolios.
Although we utilize our in-house collection staff to collect some of our
receivables, we outsource a majority of our receivable servicing. As a result,
we are dependent upon the efforts of our third party servicers to service and
collect our consumer receivables. However, any failure by our third party
servicers to adequately perform collection services for us or remit such
collections to us could materially reduce our revenues and our profitability. In
addition, our revenues and profitability could be materially adversely affected
if we are not able to secure replacement servicers and redirect payments from
the debtors to our new servicer promptly in the event our agreements with our
third-party servicers are terminated, our third-party servicers fail to
adequately perform their obligations or if our relationships with such servicers
adversely change.
-15-
Our collections may decrease if bankruptcy filings increase.
During times of economic recession, the amount of defaulted consumer receivables
generally increases, which contributes to an increase in the amount of personal
bankruptcy filings. Under certain bankruptcy filings, a debtor's assets are sold
to repay credit originators, but since the defaulted consumer receivables we
purchase are generally unsecured we often would not be able to collect on those
receivables. We cannot assure you that our collection experience would not
decline with an increase in bankruptcy filings. If our actual collection
experience with respect to a defaulted consumer receivables portfolio is
significantly lower than we projected when we purchased the portfolio, our
earnings could be negatively affected.
If we are unable to access external sources of financing, we may not be able to
fund and grow our operations.
We depend on loans from our credit facility and other external sources to fund
and expand our operations. Our ability to grow our business is dependent on our
access to additional financing and capital resources. The failure to obtain
financing and capital as needed would limit our ability to:
o purchase consumer receivable portfolios; and
o achieve our growth plans.
In addition, some of our financing sources impose certain restrictive covenants,
including financial covenants. Failure to satisfy any of these covenants could:
o cause our indebtedness to become immediately payable;
o preclude us from further borrowings from these existing sources; and
o prevent us from securing alternative sources of financing necessary to
purchase consumer receivable portfolios and to operate our business.
We use estimates for recognizing revenue on a majority of our consumer
receivable portfolio investments and our earnings would be reduced if actual
results are less than estimated.
We recognize finance income on a majority of our consumer receivable portfolios
using the interest method. We only use this method if we can reasonably estimate
the expected amount and timing of cash to be collected on a specific portfolio
based on historic experience and other factors. Under the interest method, we
recognize finance income on the effective yield method based on the actual cash
collected during a period, future estimated cash flows and the portfolio's
carrying value prior to the application of the current quarter's cash
collections. The estimated future cash flows are reevaluated quarterly. If
future cash collections on these portfolios were less than what was estimated,
we would recognize less than anticipated finance income or possibly an expense
that would reduce our earnings during such periods. Any reduction in our
earnings could materially adversely affect our stock price.
-16-
We may rely on third parties to locate, identify and evaluate consumer
receivable portfolios available for purchase.
We may rely on third parties, including brokers and some of our servicers, to
identify consumer receivable portfolios and, in some instances, to assist us in
our evaluation and purchase of these portfolios. As a result, if such third
parties fail to identify receivable portfolios or if our relationships with such
third parties are not maintained, our ability to identify and purchase
additional receivable portfolios could be materially adversely affected. In
addition, if we or such parties fail to correctly or adequately evaluate the
value or collectibility of these consumer receivable portfolios, we may pay too
much for such portfolios and our earnings could be negatively affected.
We may not be successful at acquiring receivables of new asset types or in
implementing a new pricing structure.
We may pursue the acquisition of receivable portfolios of asset types in which
we have little current experience. We may not be successful in completing any
acquisitions of receivables of these asset types and our limited experience in
these asset types may impair our ability to collect on these receivables. This
may cause us to pay too much for these receivables, and consequently, we may not
generate a profit from these receivable portfolio acquisitions.
The loss of any of our executive officers may adversely affect our operations
and our ability to successfully acquire receivable portfolios.
Arthur Stern, our Chairman and Executive Vice President, and Gary Stern, our
President and Chief Executive Officer, are responsible for making substantially
all management decisions, including determining which portfolios to purchase,
the purchase price and other material terms of such portfolio acquisitions.
These decisions are instrumental to the success of our business. The loss of the
services of Arthur Stern or Gary Stern could disrupt our operations and
adversely affect our ability to successfully acquire receivable portfolios.
The Stern family effectively controls Asta, substantially reducing the influence
of our other stockholders.
Members of the Stern family including Arthur Stern, Gary Stern and Barbara
Marburger, daughter of Arthur Stern and sister of Gary Stern, trusts or
custodial accounts for the benefit of minor children of Barbara Marburger and
Gary Stern, Asta Group, Incorporated, and limited liability companies controlled
by Judith R. Feder, niece of Arthur Stern and cousin of Gary Stern, in which
Arthur Stern, Alice Stern (wife of Arthur Stern and mother of Gary Stern), Gary
Stern and trusts for the benefit of the issue of Arthur Stern and the issue of
Gary Stern hold all economic interests, beneficially own in the aggregate
approximately 26.4% of our outstanding shares of common stock. In addition,
other members of the Stern Family, such as adult children of Gary Stern and
Barbara Marburger, own additional shares. As a result, the Stern family is able
to influence significantly the actions that require stockholder approval,
including:
o the election of a majority of our directors; and
-17-
o the approval of mergers, sales of assets or other corporate
transactions or matters submitted for stockholder approval.
As a result, our other stockholders may have little or no influence over matters
submitted for stockholder approval. In addition, the Stern family's influence
could preclude any unsolicited acquisition of us and consequently materially
adversely affect the price of our common stock.
We have experienced rapid growth over the past several years, which has placed
significant demands on our administrative, operational and financial resources
and could result in an increase in our expenses.
We plan to continue our growth, which could place additional demands on our
resources and cause our expenses to increase. Future internal growth will depend
on a number of factors, including:
o the effective and timely initiation and development of relationships
with sellers of consumer receivable portfolios and strategic partners;
o our ability to maintain the collection of consumer receivables
efficiently; and
o the recruitment, motivation and retention of qualified personnel.
Sustaining growth will also require the implementation of enhancements to our
operational and financial systems and will require additional management,
operational and financial resources. There can be no assurance that we will be
able to manage our expanding operations effectively or that we will be able to
maintain or accelerate our growth and any failure to do so could adversely
affect our ability to generate revenues and control our expenses.
Government regulations may limit our ability to recover and enforce the
collection of our receivables.
Federal, state and municipal laws, rules, regulations and ordinances may limit
our ability to recover and enforce our rights with respect to the receivables
acquired by us. These laws include, but are not limited to, the following
federal statutes and regulations promulgated thereunder and comparable statutes
in states where consumers reside and/or where creditors are located:
o the Fair Debt Collection Practices Act;
o the Federal Trade Commission Act;
o the Truth-In-Lending Act;
o the Fair Credit Billing Act;
o the Equal Credit Opportunity Act; and
o the Fair Credit Reporting Act.
-18-
We may be precluded from collecting receivables we purchase where the creditor
or other previous owner or servicer failed to comply with applicable law in
originating or servicing such acquired receivables. Laws relating to the
collection of consumer debt also directly apply to our business. Our failure to
comply with any laws applicable to us, including state licensing laws, could
limit our ability to recover on receivables and could subject us to fines and
penalties, which could reduce our earnings and result in a default under our
loan arrangements. In addition, our third-party servicers may be subject to
these and other laws and their failure to comply with such laws could also
materially adversely affect our revenues and earnings.
Additional laws may be enacted that could impose additional restrictions on the
servicing and collection of receivables. Such new laws may adversely affect the
ability to collect on our receivables which could also adversely affect our
revenues and earnings.
Because our receivables are generally originated and serviced pursuant to a
variety of federal and/or state laws by a variety of entities and may involve
consumers in all 50 states, the District of Columbia and Puerto Rico, there can
be no assurance that all original servicing entities have at all times been in
substantial compliance with applicable law. Additionally, there can be no
assurance that we or our servicers have been or will continue to be at all times
in substantial compliance with applicable law. The failure to comply with
applicable law could materially adversely affect our ability to collect our
receivables and could subject us to increased costs, fines and penalties.
We may incur substantial debt from time to time in connection with our purchase
of consumer receivable portfolios which could affect our ability to obtain
additional funds and may increase our vulnerability to economic or business
downturns.
We may incur substantial indebtedness from time to time in connection with the
purchase of consumer receivable portfolios and would be subject to the risks
associated with incurring such indebtedness, including:
o we would be required to dedicate a portion of our cash flows from
operations to pay debt service costs and, as a result, we would have
less funds available for operations, future acquisitions of consumer
receivable portfolios, and other purposes;
o it may be more difficult and expensive to obtain additional funds
through financings, if available at all;
o we would be more vulnerable to economic downturns and fluctuations in
interest rates, less able to withstand competitive pressures and less
flexible in reacting to changes in our industry and general economic
conditions; and
o if we defaulted under any of our existing credit facilities or if our
creditors demanded payment of a portion or all of our indebtedness, we
may not have sufficient funds to make such payments.
Our new amended and restated loan and security agreement increased our line of
credit to $60 million and expires on May 11 , 2006. We have pledged all of our
portfolios of consumer receivables to secure our borrowings and are subject to
covenants that may restrict our ability to operate our business.
Any indebtedness that we incur under our existing line of credit will be secured
by all of our portfolios of consumer receivables acquired for Liquidation. If we
default under the indebtedness secured by our assets, those assets would be
available to the secured creditor to satisfy our obligations to the secured
creditor. In addition, our credit facilities impose certain restrictive
covenants, including financial covenants. Failure to satisfy any of these
covenants could result in all or any of the following:
-19-
o acceleration of the payment of our outstanding indebtedness;
o cross defaults to and acceleration of the payment under other financing
arrangements;
o our inability to borrow additional amounts under our existing financing
arrangements; and
o our inability to secure financing on favorable terms or at all from
alternative sources.
Any of these consequences could adversely affect our ability to acquire consumer
receivable portfolios and operate our business.
Class action suits and other litigation in our industry could divert our
management's attention from operating our business and increase our expenses.
Certain originators and servicers in the consumer credit industry have been
subject to class actions and other litigation. Claims include failure to comply
with applicable laws and regulations and improper or deceptive origination and
servicing practices. If we become a party to such class action suits or other
litigation, our results of operations and financial condition could be
materially adversely affected.
We may seek to make acquisitions that prove unsuccessful or strain or divert our
resources.
We may seek to grow Asta through acquisitions of related businesses. Such
acquisitions present risks that could materially adversely affect our business
and financial performance, including:
o the diversion of our management's attention from our everyday business
activities;
o the assimilation of the operations and personnel of the acquired
business;
o the contingent and latent risks associated with the past operations of,
and other unanticipated problems arising in, the acquired business; and
o the need to expand management, administration and operational systems.
If we make such acquisitions we cannot predict whether:
o we will be able to successfully integrate the operations of any new
businesses into our business;
o we will realize any anticipated benefits of completed acquisitions; or
o there will be substantial unanticipated costs associated with
acquisitions.
In addition, future acquisitions by us may result in:
o potentially dilutive issuances of our equity securities;
-20-
o the incurrence of additional debt; and
o the recognition of significant charges for depreciation and
amortization related to goodwill and other intangible assets.
Although we have no present plans or intentions, we continuously 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.
Our investments in other businesses and entry into new business ventures may
adversely affect our operations.
We have and may continue to make investments in companies or commence operations
in businesses and industries that are not identical to those with which we have
historically been successful. If these investments or arrangements are not
successful, our earnings could be materially adversely affected by increased
expenses and decreased revenues.
If our technology and phone systems are not operational, our operations could be
disrupted and our ability to successfully acquire receivable portfolios could be
adversely affected.
Our success depends in part on sophisticated telecommunications and computer
systems. The temporary loss of our computer and telecommunications systems,
through casualty, operating malfunction or service provider failure, could
disrupt our operations. In addition, we must record and process significant
amounts of data quickly and accurately to properly bid on prospective
acquisitions of receivable portfolios and to access, maintain and expand the
databases we use for our collection or monitoring activities. Any failure of our
information systems and their backup systems would interrupt our operations. We
may not have adequate backup arrangements for all of our operations and we may
incur significant losses if an outage occurs. In addition, we rely on
third-party servicers who also may be adversely affected in the event of an
outage in which the third-party servicer does not have adequate backup
arrangements. Any interruption in our operations or our third-party servicers'
operations could have an adverse effect on our results of operations and
financial condition.
Our organizational documents and Delaware law may make it harder for us to be
acquired without the consent and cooperation of our board of directors and
management.
Several provisions of our organizational documents and Delaware law may deter or
prevent a takeover attempt, including a takeover attempt in which the potential
purchaser offers to pay a per share price greater than the current market price
of our common stock. Under the terms of our certificate of incorporation, our
board of directors has the authority, without further action by the
stockholders, to issue shares of preferred stock in one or more series and to
fix the rights, preferences, privileges and restrictions thereof. The ability to
issue shares of preferred stock could tend to discourage takeover or acquisition
proposals not supported by our current board of directors. In addition, we are
subject to Section 203 of the Delaware General Corporation Law, which restricts
business combinations with some stockholders once the stockholder acquires 15%
or more of our common stock.
Future sales of our common stock may depress our stock price.
-21-
Sales of a substantial number of shares of our common stock in the public market
could cause a decrease in the market price of our common stock. We had
approximately 13,432,000 shares of common stock issued and outstanding as of the
date hereof. Of these shares, 3,543,000 are held by our affiliates and are
saleable under Rule 144 of the Securities Act of 1933, as amended. The remainder
of our outstanding shares were freely tradeable. In addition, options to
purchase approximately 1,364,171 shares of our common stock were outstanding as
of the date here of which 934,290 were vested and the exercise prices of such
options were substantially lower than the current market price of our common
stock. The remainder of such options will vest over the next three years. We may
also issue additional shares in connection with our business and may grant
additional stock options to our employees, officers, directors and consultants
under our stock option plans or warrants to third parties. As of September 30,
2004 there were 880,000 shares available for such purpose. If a significant
portion of these shares were sold in the public market, the market value of our
common stock could be adversely affected.
ITEM 2. PROPERTY.
Our executive and administrative offices are located in Englewood Cliffs, New
Jersey, where we lease approximately 10,000 square feet of general office space
for approximately $15,000 per month. The lease expires on July 31, 2005.
In addition, our call center is located in Bethlehem, Pennsylvania, where we
lease approximately 9,070 square feet of general office space for approximately
$11,000 per month. The lease expires on December 31, 2006.
We believe that our existing facilities are adequate for our current and
anticipated needs.
ITEM 3. LEGAL PROCEEDINGS.
In the ordinary course of our business, we are involved in numerous legal
proceedings. We regularly initiate collection lawsuits, using our network of
third party law firms, against consumers. Also, consumers occasionally initiate
litigation against us, in which they allege that we have violated a federal or
state law in the process of collecting on their account. We do not believe that
these ordinary course matters are material to our business and financial
condition. As of the date of this Form 10-K, we were not involved in any
material litigation in which we were a defendant.
-22-
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS.
The Company held its fiscal year ended September 30, 2003 annual meeting on
September 29, 2004. At that meeting, the following matter was voted on and
received the votes indicated:
Authority
Election of Directors: For Withheld
- ---------------------- --- --------
Gary Stern 12,585,269 132,085
Alan Rivera 12,585,269 142,980
Arthur Stern 12,585,069 5,917
Herman Badillo 12,582,869 15,917
Edward Celano 12,529,778 142,980
Harvey Liebowitz 12,362,004 5,067
Louis Piccolo 12,583,069 132,900
David Slackman 12,498,551 132,900
ITEM 4A. EXECUTIVE OFFICERS.
Arthur Stern is our Chairman of the Board of Directors and Executive Vice
President. From 1963 until December 1995, Mr. Stern was President of Asta Group,
Incorporated, a consumer finance company, and since 1996 has served as Vice
President of Asta Group. In such capacities, he has obtained substantial
experience in distressed consumer credit analysis and receivables collections.
Gary Stern is our President and Chief Executive Officer. Mr. Stern also
currently serves as President of Asta Group and has served in the capacities of
Vice President, Secretary, Treasurer and a director of Asta Group since 1980 and
held other positions with Asta Group from 1973 through 1980. In such capacities,
he has obtained substantial experience in distressed consumer credit analysis
and receivables collections.
Mitchell Herman was our Chief Financial Officer and Executive Vice President.
From September 1993 to May 1994 he was a manager with Paul Abrams & Co., a
certified public accounting firm. From September 1990 to September 1993, Mr.
Herman was a senior accountant with Shapiro & Lieberman, a certified public
accounting firm. Mr. Herman is a certified public accountant. Effective October
1, 2004, Mr. Herman resigned from his positions as Executive Vice President,
Chief Financial Officer, Secretary, and Director. Mr. Herman continued
employment through a transitional period until November 2004.
Mitchell Cohen was appointed our Chief Financial Officer on October 1, 2004.
From November 2003 to September 2004, Mr. Cohen was the Chief Financial Officer
of Ramp Corporation, a publicly held software company. From May 2002 Mr. Cohen
was a financial consultant. From November 1998 to May 2002, Mr. Cohen was the
Chief Financial Officer of Siebert Financial Corp, a publicly traded financial
services company.
-23-
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
Between November 13, 1995 and August 15, 2000, our common stock, par value $.01
per share, had been quoted on the Nasdaq Small Cap Market. Since August 15,
2000, our common stock has been quoted on the Nasdaq National Market system
under the symbol "ASFI." On December 8, 2004 there were approximately 23 holders
of record of our common stock. High and low sales prices of our common stock
since October 1, 2002 as reported by NASDAQ are set fourth below (such
quotations reflect inter-dealer prices without retail markup, markdown, or
commission, and may not necessarily represent actual transactions):
High Low
---- ---
October 1, 2002 to December 31, 2002 6.29 4.49
January 1, 2003 to March 31, 2003 8.68 5.13
April 1, 2003 to June 30, 2003 12.81 8.35
July 1, 2003 to September 30, 2003 14.30 11.20
October 1, 2003 to December 31, 2003 17.32 12.53
January 1, 2004 to March 31, 2004 21.00 16.54
April 1, 2004 to June 30, 2004 19.65 15.45
July 1, 2004 to September 30, 2004 18.03 13.25
All stock prices have been retroactively restated to give effect to a 2:1 stock
split in March 2004.
Dividends
During the year ended September 30, 2003, the Company declared a cash dividend
of $330,000 ($0.025 per share) payable November 1, 2003. During the year ended
September 30, 2004 the Company declared quarterly cash dividends aggregating
$1,606,000 of which ($0.035 per share) $470,000 was paid November 1, 2004. We
expect to pay a regular cash dividend in future quarters. This will be at the
discretion of the board of directors and will depend upon our financial
condition, operating results, capital requirements and any other factors the
board of directors deems relevant. In addition, our agreements with our lenders
may, from time to time, restrict our ability to pay dividends. All per share
amounts have been retroactively restated to give effect to a 2:1 stock split in
March 2004.
Sales of Unregistered Securities
In September 2003, we issued 6,000 shares of our common stock to a former
director. The shares of common stock were valued at $13.40 per share.
The above transaction was a private transaction not involving a public offering
and was exempt from the registration provisions of the Securities Act of 1933,
as amended (the "Act"), pursuant to Section 4(2) thereof. The sale of the
securities was without the use of an underwriter, and the shares of common stock
bear a restrictive legend permitting transfer thereof only upon registration or
an exemption under the Act.
-24-
Equity compensation Plan information:
- -------------------------------- ----------------------------- ----------------------------- ------------------------------
Plan category Number of securities to be Weighted-average Number of securities
issued upon exercise of exercise price of remaining available for
outstanding options, outstanding options, future issuance under equity
warrants and rights warrants and rights compensation plans
(excluding securities
reflected in column (a))
(a) (b) (c)
- -------------------------------- ----------------------------- ----------------------------- ------------------------------
Equity compensation plans
approved by security holders
1,364,171 $6.2657 880,000
- -------------------------------- ----------------------------- ----------------------------- ------------------------------
Equity compensation plans not
approved by security holders
0 0 0
- -------------------------------- ----------------------------- ----------------------------- ------------------------------
Total 1,364,171 $6.2657 880,000
- -------------------------------- ----------------------------- ----------------------------- ------------------------------
ITEM 6. SELECTED FINANCIAL DATA
The following tables set forth a summary of our consolidated financial data as
of and for the five fiscal years ended September 30, 2004. The selected
financial data for the five fiscal years ended September 30, 2004, have been
derived from our audited consolidated financial statements. The selected
financial data presented below should be read in conjunction with our
consolidated financial statements, related notes, other financial information
included elsewhere, and Item 7. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations" in this Annual Report. All share
and per share amounts have been retroactively restated to give effect toa 2:1
stock split in March 2004.
Year Ended September 30,
------------------------
2000 2001 2002 2003 2004
---- ---- ---- ---- ----
(in thousands, except per share data)
Operations Statement Data:
Finance income .......................... $18,040 $24,100 $35,793 $34,862 $51,175
Servicing fee income .................... 70 14 219 -- --
------- ------- ------- ------- -------
Total revenue ........................... 18,110 24,114 36,012 34,862 51,175
------- ------- ------- ------- -------
Costs and expenses:
General and administrative .............. 4,091 5,653 6,698 7,837 11,258
Third-party servicing expenses........... -- 2,757 7,433 5,564 1,316
Interest expense ........................ 410 920 3,643 1,855 300
Provision for credit losses ............. 3,954 450 950 -- 845
------- ------- ------- ------- -------
Total expenses .......................... 8,455 9,780 18,724 15,256 13,719
------- ------- ------- ------- -------
Income before provisions for income taxes 9,655 14,334 17,288 19,606 37,456
Provisions for income taxes ............. 3,825 5,743 6,905 8,032 15,219
------- ------- ------- ------- -------
Net income .............................. $ 5,830 $ 8,591 $10,383 $11,574 $22,237
======= ======= ======= ======= =======
Basic net income per share .............. $ 0.74 $ 1.08 $ 1.29 $ 1.23 $ 1.67
======= ======= ======= ======= =======
Diluted net income per share ............ $ 0.72 $ 1.03 $ 1.19 $ 1.13 $ 1.57
======= ======= ======= ======= =======
-25-
Year Ended September 30,
----------------------------
2000 2001 2002 2003 2004
---- ---- ---- ---- ----
(in millions)
Other Financial Data:
Cash collections ......................... $ 29.8 $ 47.5 $ 78.6 $ 80.2 $ 112.1
Portfolio purchases, at cost ............. 1.4 65.1 36.6 115.6 103.7
Portfolio purchases, at face ............. 208.5 689.5 1,495.7 3,576.4 2,833.6
Cumulative aggregate managed portfolios .. 1,587.5 2,277.0 3,772.7 7,349.0 10,062.7
Return on average assets (1) ............. 23.9% 22.6% 21.6% 15.0% 16.3%
Return on average stockholders' equity (1) 52.8% 46.9% 36.9% 18.4% 21.5%
(1) The return on average assets is computed by dividing net income by average
total assets for the period. The return on average stockholders' equity is
computed by dividing net income by the average stockholders' equity for the
period. Both ratios have been computed using beginning and period-end balances.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Forward-Looking Statements
This Form 10-K 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-K 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-K.
Overview
We acquire, manage, collect and service 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 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.
-26-
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.
CRITICAL ACCOUNTING POLICIES
We account for our investments in consumer receivable portfolios, using either
the interest method or 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.
If the interest method is used in recognizing income on a portfolio, it is done
so in accordance with the AICPA's Practice Bulletin 6, "Amortization of
Discounts on Certain Acquired Loans." Practice Bulletin 6 requires that the
accrual basis of accounting be used at the time the amount and timing of cash
flows from an acquired portfolio can be reasonably estimated and collection is
probable. 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 period. 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. For the year ended September
30, 2004, we recorded a $300,000 write-off on a receivable portfolio. Based on
actual cash flows and a change in strategy adopted during the year involving the
increased use of attorney networks and the courts in order to maximize
collections, and resultant changes in projected future cash flows through
September 30, 2007, on certain portfolios as compared to what we estimated at
September 30, 2003, we revised during the year ended September 30, 2004 our
estimate of future collections. Such change in accounting estimate has resulted
in approximately a $9.8 million increase in finance income recognized for the
year ended September 30, 2004 for these portfolios. For the estimates of
expected cash flows, the Company takes into consideration the quality of the
underlying receivables constituting the portfolio, the strategy involved to
maximize the collections thereof, the time required to implement the collection
strategy and other factors.
-27-
We typically recognize finance income net of collection fees paid to third-
party collection agencies. With respect to a single portfolio purchased in 2001
containing a significant amount of performing and semi-performing accounts, we
recognized 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 interest in this profit sharing arrangement held by our lender 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. During the year ended September 30, 2003, actual and
estimated collections have exceeded our estimates at September 30, 2002, and
therefore we revised our third-party profit allocation. Such change in
accounting estimate has resulted in approximately a $1.6 million interest
expense charge during the year ended September 30, 2003. As this charge was due
to a specific portfolio, no such charge was recorded during the year ended
September 30, 2004.
Results of Operations
The following discussion of our operations and financial condition should be
read in conjunction with our financial statements and notes thereto included
elsewhere in this prospectus. In these discussions, most percentages and dollar
amounts have been rounded to aid presentation. As a result, all such figures are
approximations.
- ---------------------------------------------------------- ----------------------------------------------------------------------
Years ending September 30
- ---------------------------------------------------------- ----------------------------------------------------------------------
2004 2003 2002
- ---------------------------------------------------------- ---------------------- ----------------------- -----------------------
Finance Income 100.0% 100.0% 99.4%
- ---------------------------------------------------------- ---------------------- ----------------------- -----------------------
Other Income 0.0% 0.0% 0.6%
- ---------------------------------------------------------- ---------------------- ----------------------- -----------------------
General and administrative 22.0% 22.5% 18.6%
- ---------------------------------------------------------- ---------------------- ----------------------- -----------------------
Third-party servicing expenses 2.6% 16.0% 20.6%
- ---------------------------------------------------------- ---------------------- ----------------------- -----------------------
Provision for credit and other losses 0.6% 0.0% 2.6%
- ---------------------------------------------------------- ---------------------- ----------------------- -----------------------
Interest expense 1.7% 5.3% 10.1%
- ---------------------------------------------------------- ---------------------- ----------------------- -----------------------
Income before provision for income taxes 73.1% 56.2% 48.1%
- ---------------------------------------------------------- ---------------------- ----------------------- -----------------------
Provision for income taxes 29.7% 23.0% 19.2%
- ---------------------------------------------------------- ---------------------- ----------------------- -----------------------
Net Income 43.4% 33.2% 28.9%
- ---------------------------------------------------------- ---------------------- ----------------------- -----------------------
YEAR ENDED SEPTEMBER 30, 2004 COMPARED TO THE YEAR ENDED SEPTEMBER 30, 2003
REVENUES. For the year ended September 30, 2004, finance income increased $16.3
million or 46.8% to $51.2 million from $34.9 million for the year ended
September 30, 2003. The increase in finance income was primarily due to an
increase in finance income earned on consumer receivables acquired for
liquidation, which resulted from an increase in the average outstanding accounts
acquired for liquidation during the fiscal year ended September 30, 2004, as
compared to the same prior year period. For the fiscal year ended September 30,
2004, we acquired receivables at a cost of $103.7 million as compared to $115.6
million for the year ended September 30, 2003. For the fiscal year ended
September 30, 2004, we had an average of $125.9 million in consumer receivables
acquired for liquidation as compared to $70.8 million for the year ended
September 30, 2003. Based on actual cash flows for the year ended September 30,
2004, and projected future cash flows on certain portfolios as compared to what
we estimated at September 30, 2003, we revised during the year ended September
30, 2004 our estimate of future collections. Management has decided in 2004 to
implement a greater collection effort utilizing its attorney networks and the
courts for collections. Such change in accounting estimate has resulted in
approximately a $9.8 million increase in finance income recognized for the year
ended September 30, 2004 for these portfolios.
-28-
GENERAL AND ADMINISTRATIVE EXPENSES. For the year ended September 30, 2004,
general and administrative expenses increased $3.4 million or 43.7% to $11.3
million from $7.8 million for the year ended September 30, 2003. The increase
was primarily due to an increase receivable servicing costs. The increase in
receivable servicing expenses resulted from the increase in our average
outstanding accounts acquired for liquidation during the year ended September
30, 2004 coupled with increased costs associated with our acquisition of a call
center in Bethlehem, PA in January 2003, that we use for servicing a portion of
our receivable, as compared to the same prior year period. Both resulted in
increased collection expenses including court costs, data processing costs,
salaries, payroll taxes and benefits, professional fees, telephone charges and
rent.
THIRD-PARTY SERVICING EXPENSES. For the year ended September 30, 2004,
third-party servicing expenses decreased $4.2 million or 76.3% to $1.3 million
from $5.6 million for the year ended September 30, 2003. The expense related to
a specific portfolio, and the resulting decrease in third-party servicing
expenses was due to the elimination of these accounts being serviced by third
parties during the year ended September 30, 2004.
INTEREST EXPENSE. For the year ended September 30, 2004, interest expense
decreased $1.0 million or 54.4% to $845,000 from $1.9 million for the year ended
September 30, 2003. The decrease was primarily due to the decrease in the
average outstanding borrowings under our line of credit during the year ended
September 30, 2004, as compared to the same prior year period.
PROVISION FOR CREDIT LOSSES. For the year ended September 30, 2004, the
provision for credit losses increased $300,000 to $300,000 from $0 for the year
ended September 30, 2003. The increase was due to a write down on one of our
financed portfolio receivables during the year ended September 30, 2004.
NET INCOME. For the year ended September 30, 2004, net income increased $10.7
million or 92.1% to $22.2 million from $11.6 million for the year ended
September 30, 2003. Net income per share for the year ended September 30, 2004
increased $0.44 per diluted share or 38.9% to $1.57 per diluted share from $1.13
per diluted share for the year ended September 30, 2003. The increase in
earnings per share is a result of higher net income, partially offset by higher
weighted average number of diluted shares outstanding compared to the prior
period, primarily resulting from the secondary stock offering in June 2003.
YEAR ENDED SEPTEMBER 30, 2003 COMPARED TO THE YEAR ENDED SEPTEMBER 30, 2002
REVENUES. For the year ended September 30, 2003, finance income decreased $0.9
million or 2.5% to $34.9 million from $35.8 million for the year ended September
30, 2002. 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 first six months of the fiscal year ended September 30,
2003, 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 on these receivables during the year ended September 30, 2003 as
compared to September 30, 2002. Based on increases in actual cash flows for the
year ended September 30, 2003, and projected future cash flows on certain
portfolios as compared to what we estimated at September 30, 2002, we revised
our estimate of future collections. Such change in accounting estimate has
resulted in approximately an $8.1 million increase in finance income recognized
for the year ended September 30, 2003 for these portfolios. Due to what
management believed were competitive factors, we only spent $4.4 million on
receivable purchases during the first six months in the year ended September 30,
2003, but during the last six months of this same period, we spent $111.2
million on receivable purchases.
-29-
GENERAL AND ADMINISTRATIVE EXPENSES. For the year ended September 30, 2003,
general and administrative expenses increased $1.1 million or 16.4% to $7.8
million from $6.7 million for the year ended September 30, 2002. The increase in
general and administrative expenses was primarily due to an increase in salaries
and other servicing costs which was partially offset by a decrease in factoring
expenses during the year ended September 30, 2003 as compared to September 30,
2002. Most of the increase in servicing expenses resulted from the operating
costs of our call center that was acquired in December 2002 and an increase in
court cost expenditures this fiscal year 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.
THIRD-PARTY SERVICING EXPENSES. For the year ended September 30, 2003,
third-party servicing expenses decreased $1.8 million or 24.3% to $5.6 million
from $7.4 million for the year ended September 30, 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 third-party servicing expenses on a specific portfolio
during the year ended September 30, 2002.
INTEREST EXPENSE. For the year ended September 30, 2003, interest expense
decreased $1.7 million or 47.2% to $1.9 million from $3.6 million for the year
ended September 30, 2002. Most of the decrease was due to a reduction in the
accrual of interest expense that was due to profit participation on a specific
portfolio during the year ended September 30, 2003, as compared to the same
prior year period. During the year ended September 30, 2003, actual and
estimated collections have exceeded our estimates at September 30, 2002, and
therefore we have revised our third-party profit allocation. Such change in
accounting estimate has resulted in approximately a $1.6 million interest
expense charge during the year ended September 30, 2003.
PROVISION FOR CREDIT LOSSES. For the year ended September 30, 2003, the
provision for credit losses decreased $1.0 million or 100.0% to $0.0 from $1.0
million for the year ended September 30, 2002. The decrease was due to a
decrease in the provision for credit losses on our financed receivables during
the year ended September 30, 2003, as compared to the prior year.
NET INCOME. For the year ended September 30, 2003, net income increased $1.2
million or 11.5% to $11.6 million from $10.4 million for the year ended
September 30, 2002. Net income per share for the year ended September 30, 2003
decreased $0.06 per share (diluted) or 5.0% to $1.13 per share (diluted) from
$1.19 per share (diluted) for the year ended September 30, 2002. The decrease in
earnings per share is a result of a higher weighted average number of shares
outstanding (diluted) compared to the prior period, primarily resulting from the
secondary stock offering in June 2003.
-30-
Liquidity and Capital Resources
As of September 30, 2004, we had cash and cash equivalents of $3.3 million
compared to $6.8 million at September 30, 2003. The decrease in cash and cash
equivalents at September 30, 2004, was primarily due to an increase in our
credit line payments, other liability payments and tax payments for the year
ended September 30, 2004 as compared to the prior year. 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 to provide the
funds necessary for the purchase of consumer and commercial accounts receivable
portfolios. We previously maintained a $25 million line of credit for portfolio
purchases in fiscal 2003, which was increased to $35 million on November 24,
2003. On May 11, 2004, we entered into a new amended and restated loan and
security agreement increasing our line of credit to $60 million that expires on
May 11, 2006. In addition, we also arrange for financing on a transactional
basis. While we have historically been able to finance portfolio purchases, we
do not have committed loan facilities, other than our line of credit with a
financial institution. As of December 6, 2004, September 30, 2004 and September
30, 2003, we had outstanding borrowings of $45.3, $39.4 and $16.4 million
respectively under this facility and we were in compliance with all of the
covenants under this line of credit.
The following table shows the changes in finance receivables, including amounts
paid to acquire new portfolios:
Year Ended September 30,
------------------------
2000 2001 2002 2003 2004
--------- --------- --------- --------- ---------
(in millions)
Balance at beginning of period ..... $ 16.5 $ 4.4 $ 43.8 $ 36.1 $ 105.6
Acquisitions of finance receivables,
net of buybacks .................... 1.5 65.1 36.6 115.6 103.7
Cash collections, including
sales, applied to principal (1) .... (13.3) (25.7) (44.3) (45.6) (62.9)
Portfolio writedown ................ (0.3) -- -- (0.5) (0.3)
--------- --------- --------- --------- ---------
Balance at end of period ........... $ 4.4 $ 43.8 $ 36.1 $ 105.6 $ 146.1
========= ========= ========= ========= =========
(1) Cash collections applied to principal consists of cash collections less
income recognized on finance receivables plus amounts received by us from the
sale of consumer receivable portfolios to third parties.
Net cash provided by operating activities was $21.9 million during the year
ended September 30, 2004, compared to $12.0 million during the year ended
September 30, 2003. The increase was primarily due to an increase in net income
partially offset by increases in income taxes payable and provisions for losses
at September 30, 2004, compared to the prior year.
Net cash used in investing activities was $48.3 million during the year ended
September 30, 2004, compared to $69.1 million during the year ended September
30, 2003. The decrease was primarily due to a decrease in purchases of consumer
receivables acquired for liquidation during the year ended September 30, 2004,
compared to the prior year.
Net cash provided by financing activities was $22.9 million during the year
ended September 30, 2004, compared to $61.8 million for the prior year. The
decrease in net cash provided by financing was primarily due to a $23.0 million
increase in borrowings during the year ended September 30, 2004, as compared to
the proceeds of $47.3 million from our common stock offering and a $14.2 million
increase in borrowings in the prior year. We previously maintained a $25 million
line of credit for portfolio purchases in fiscal 2003, which was increased to
$35 million on November 24, 2003. On May 11, 2004, we entered into a new amended
and restated loan and security agreement increasing our line of credit to $60
million which expires on May 11, 2006. The advances under this credit line are
collateralized by portfolios of consumer receivables acquired for liquidation,
and the loan agreement contains customary financial and operating covenants that
must be maintained in order for us to borrow funds. As of December 6, 2004,
September 30, 2004 and September 30, 2003, we had outstanding borrowings of
$45.3, $39.4 and $16.4 million respectively under this line of credit and we
were in compliance with all of the covenants under this line of credit.
-31-
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 35% 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 15%. The outstanding balance was payable from
the cash flows of a specific portfolio. This note was paid in full in September
2002.
Our cash requirements have been and will continue to be significant. We depend
on external financing to acquire consumer receivables. During the year ended
September 30, 2004, we acquired consumer portfolios at a cost of approximately
$103.7 million having an aggregate outstanding balance totaling approximately
$2.8 billion.
We anticipate that the net proceeds to us from our 2003 secondary offering,
funds available under our current credit facility and cash from operations will
be sufficient to satisfy 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, including acquisitions), we may be required to seek additional funding.
We may consider possible acquisitions of, or investments in, complementary
businesses. Any such possible acquisitions or investments may be material and
may require us to incur a significant amount of debt or issue a significant
amount of equity securities. Further, any business that we acquire or invest in
will likely have its own capital needs, which may be significant, and which we
may be called upon to satisfy.
-32-
Supplementary Information on Consumer Receivables Portfolios:
PORTFOLIO PURCHASES
Year Ended September 30,
------------------------
2002 2003 2004
---- ----- ----
(in millions)
Aggregate Purchase Price....................................... $36.6 $115.6 $103.7
Aggregate Portfolio Face Amount................................ 1,495.7 3,576.4 2,833.5
SCHEDULE OF PORTFOLIOS BY INCOME RECOGNITION CATEGORY
September 30, 2002 September 30, 2003 September 30, 2004
------------------ ------------------ ------------------
Cost Interest Cost Interest Cost Interest
Recovery Method Recovery Method Recovery Method
Portfolios Portfolios Portfolios Portfolios Portfolios Portfolios
---------- ---------- ---------- ---------- ---------- ----------
(in millions)
Original Purchase
Price (at period end) $ 46.6 $ 112.1 $ 48.6 $ 171.7 $ 49.3 $ 328.8
Cumulative Aggregate
Managed Portfolios
(at period end) ..... 1,964.2 1,808.5 2,147.9 5,201.1 2,168.4 7,894.3
Receivable Carrying
Value (at period end) 3.3 32.8 2.8 102.8 1.3 144.8
Finance Income Earned
(for the respective
period) ............. 6.2 28.1 6.9 27.7 5.4 45.3
Total Cash Flows (for
the respective
period) ............. 9.0 69.6 9.0 71.2 7.6 104.5
The original purchase price reflects what we paid for the receivables from 1998
through the end of the respective period. The cumulative aggregate managed
portfolio balance is the original aggregate amount owed by the borrowers at the
end of the respective period. 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 year ended September 30, 2004, we earned interest income of $5.4 million
under the cost recovery method because we collected $5.4 million in excess of
our purchase price on certain receivable portfolios. In addition, we earned
$45.3 million of interest income under the interest method based on actuarial
computations on certain portfolios which are based on actual collections during
the period and on what we project to collect in future periods.
-33-
The sum of total cash flows of $112.1 million less the sum of total finance
income earned on consumer receivables acquired for liquidation of $50.8 million
is $61.3 million or the principal amortized on receivables acquired for
liquidation as per the statement of cash flows for the year ended September 30,
2004.
The company is obligated under operating leases. It is anticipated that during
the year ending September 30, 2005, 2006 and 2007 $295,000, $136,000, and
$34,000 respectively will be required.
Additionally, the company anticipates that the implementation of Sarbanes Oxley
section 404 will require an additional $300,000 for the year ending September
30, 2005.
New Accounting Pronouncements
We have adopted the disclosure requirements of SFAS No. 148, "Accounting for
Stock-Based Compensation -- Transition and Disclosure" effective December 2002.
SFAS 148 amends FASB Statement No. 123, "Accounting for Stock-Based
Compensation," to provide alternative methods of transition for a voluntary
change to the fair value based method of accounting for stock-based compensation
and also amends the disclosure requirements of SFAS 123 to require prominent
disclosures in both annual and interim financial statements about the methods of
accounting for stock-based employee compensation and the effect of the method
used on reported results. As permitted by SFAS 148 and SFAS 123, we continue to
apply the accounting provisions of Accounting Principles Board Opinion Number
25, "Accounting for Stock Issued to Employees," and related interpretations,
with regard to the measurement of compensation cost for options granted under
our Stock Option Plans. No employee compensation expense has been recorded as
all options granted had an exercise price equal to the market value of the
underlying common stock on the date of grant.
In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity", which
establishes standards for the classifications and measurement of certain
financial instruments with characteristics of both liability and equity. This
statement was effective for financial instruments entered into or modified after
May 31, 2003, and otherwise was effective for us on July 1, 2003, unless further
revised. The adoption of SFAS No. 150, did not have an effect on our
consolidated financial statements.
In January 2003, the FASB issued Interpretation No. 46, Consolidation of
Variable Interest Entities--an Interpretation of ARB No. 51 ("FIN 46"), which
addresses consolidation of variable interest entities. FIN 46 expands the
criteria for consideration in determining whether a variable interest entity
should be consolidated by a business entity, and requires existing
unconsolidated variable interest entities (which include, but are not limited
to, Special Purpose Entities, or SPEs) to be consolidated by their primary
beneficiaries if the entities do not effectively disperse risks among parties
involved. On October 9, 2003, the FASB issued Staff Position No. 46-6 which
deferred the effective date for applying the provisions of FIN 46 for interests
held by public entities in variable interest entities or potential variable
interest entities created before February 1, 2003. On December 24, 2003, the
FASB issued a revision to FIN 46. Under the revised interpretation, the
effective date was delayed to periods ending after March 15, 2004 for all
variable interest entities, other than SPEs. The adoption of FIN 46 and FIN 46R
did not have an impact on our financial condition, results of operations or cash
flows.
-34-
In October 2003, the American Institute of Certified Accountants issued
Statement of Position ("SOP") 03-03, "Accounting for Loans or Certain Securities
Acquired in a Transfer." This SOP proposes guidance on accounting for
differences between contractual and expected cash flows from an investor's
initial investment in loans or debt securities acquired in a transfer if those
differences are attributable, at least in part, to credit quality. Increases in
expected cash flows should be recognized prospectively through an adjustment of
the IRR while decreases in expected cash flows should be recognized as
impairment. This SOP is effective for loans acquired in fiscal years beginning
after December 15, 2004. We are in the process of evaluating the application of
this SOP, but believe that the impact on our results will not be material.
Seasonality and Trends
Our management believes that our operations may, to some extent, be affected by
high delinquency rates and by lower recoveries on consumer receivables acquired
for liquidation during or shortly following certain holiday periods. In
addition, on occasion the market for acquiring distressed receivables does
become more competitive thereby possibly diminishing our ability to acquire such
distressed receivables at attractive prices in future periods.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to various types of market risk in the normal course of business,
including the impact of interest rate changes and changes in corporate tax
rates. A material change in these rates could adversely affect our operating
results and cash flows. At September 30, 2004, our $60 million credit facility,
all of which is variable debt, had an outstanding balance of $39.4 million. A 25
basis-point increase in interest rates would have increased our annual interest
expense by $97,500. We do not invest in derivative financial or commodity
instruments.
INFLATION:
We believe that inflation has not had a material impact on our results of
operations for the years ended September 30, 2004, 2003 and 2002.
-35-
ITEM 8. FINANCIAL STATEMENTS.
The Financial Statements of the Company, the Notes thereto and the Report of
Independent Registered Public Accounting Firm thereon required by this item
appear in this report on the pages indicated in the following index:
Index to Audited Financial Statements: Page
Report of Independent Registered Public Accounting Firm F-2
Consolidated Balance Sheets - September 30, 2004 and 2003 F-3
Consolidated Statements of Operations - Years ended
September 30, 2004, 2003 and 2002 F-4
Consolidated Statements of Shareholders' Equity - Years ended
September 30, 2004, 2003 and 2002 F-5
Consolidated Statements of Cash Flows - Years ended
September 30, 2004, 2003 and 2002 F-6
Notes to Consolidated Financial Statements F-7
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
Not applicable
ITEM 9A. CONTROLS AND PROCEDURES
As of the last day of the period covered by this report, the Company carried out
an evaluation, under the supervision and with the participation of the Company's
management, including the Company's Chief Executive Officer and chief Financial
Officer, of the effectiveness of the design and operation of the Company's
disclosure controls and procedure pursuant to Securities Exchange Act Rule
13a-14. Based upon the evaluation, the Company's Chief Executive Officer and
Chief financial Officer concluded that the Company's disclosure controls and
procedures are effective in timely alerting them to material information
relating to the Company's (including its consolidated subsidiaries) required to
be included in the Company's periodic SEC filing. There have been no changes in
the Company's internal control over financial reporting identified in connection
with such evaluation that occurred during the Company's last fiscal quarter that
has materially affected, or is reasonably likely to materially affect, the
Company's internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
Reports on 8-K
The registrant filed a report on Form 8-K on August 4, 2004, in
which it reported its earnings for the third quarter and nine
months ending June 30, 2004. The registrant filed a report on
Form 8-K on November 23, 2004 in which it reported its earnings
for the fourth quarter and year ending September 30, 2004.
-36-
ITEM 9B. OTHER INFORMATION
You can visit our web site at www.astafunding.com. Copies of our 10-Ks, 10-Qs,
8-Ks and other SEC reports are available there as reasonably provided after
filing electronically with the SEC.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.
Information contained under the caption "Directors, Executive Officers,
Promoters and Control Persons" in our definitive Proxy Statement to be filed
with the Commission on or before January 28, 2005, is incorporated by reference
in response to this Item 10.
We have adopted a Code of Ethics for our Senior Financial Officers that is
incorporated into this form 10-K in Exhibit 14.1.
ITEM 11. EXECUTIVE COMPENSATION.
Information contained under the caption "Executive Compensation" in our
definitive Proxy Statement to be filed with the Commission on or before January
28, 2005 is incorporated by reference in response to this Item 11.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Information contained under the caption "Security Ownership of Certain
Beneficial Owners and Management" in our definitive Proxy Statement to be filed
with the Commission on or before January 28, 2005 is incorporated herein by
reference in response to this Item 12.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information contained under the caption "Certain Relationships and Related
Transactions" in our definitive Proxy Statement to be filed with the Commission
on or before January 28, 2005 is incorporated by reference in response to this
Item 13.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Information contained under the caption "Certain Relationships and Related
Transactions" in our definitive Proxy Statement to be filed with the Commission
on or before January 28, 2005 is incorporated by reference in response to this
Item 14.
-37-
PART IV
ITEM 15. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
Exhibit
Number
------
3.1 Certificate of Incorporation. (1)
3.1(a) Amendment to Certificate of Incorporation (7)
3.2 By laws. (2)
10.1 Stock Option Plan as Amended (1)
10.2 Employment Agreement dated October 1, 2001, by and
between Asta Funding, Inc. and Gary Stern. (3)
10.3 Employment Agreement dated October 1, 2001, by and
between Asta Funding, Inc. and Mitchell Herman. (3)
10.6 Common Stock Purchase Warrant dated October 12, 2000,
issued by Small Business Worldwide to
AstaFunding.Com, LLC. (4)
10.7 Purchase Agreement dated January 18, 2001, between
Asta Funding, Inc. and Heilig Meyers Furniture. (5)
10.8 Purchase Agreement of a $191 million loan portfolio
dated August 31, 2001, between Computer Finance, LLC,
a subsidiary of the Company and a major computer
manufacturer/retailer. (6)
10.9 Amended Loan and Security Agreement dated November
15, 2001, between the Company and Israel Discount
Bank of NY. (3)
10.10 Asta Funding, Inc. 2002 Stock Option Plan. (7)
10.11 Servicing Agreement dated August 30, 2001 between
Computer Finance, LLC, Greenwich Capital Financial
Products, Inc., Gulf State Credit, L.L.C. and OSI
Portfolio Services, Inc. (7)
10.12 Employment Agreement dated as of May 21, 2002 by and
between Asta Funding, Inc. and Arthur Stern. (8)
10.13 Amended Loan and Security Agreement dated January 28,
2003, between the Company and Israel Discount Bank of
NY. (9)
10.14 Amended Loan and Security Agreement dated June 27,
2003, between the Company and Israel Discount Bank of
NY. (10)
10.15 Employment Agreement dated as of November 11, 2003 by
and between Asta Funding, Inc. and Arthur Stern.
10.16 Amended Loan and Security Agreement dated November
24, 2003, between the Company and Israel Discount
Bank of NY
14.1 Code of Ethics for Senior Financial Officers
-38-
21.1 Subsidiaries of the Company
31.1 Certification of Registrant's Chief Executive
Officer, Gary Stern, pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
31.2 Certification of Registrant's Chief Financial
Officer, Mitchell Cohen, pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
32.1 Certification of the Registrant's Chief Executive
Officer, Gary Stern, pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
32.2 Certification of the Registrant's Chief Financial
Officer, Mitchell Cohen, pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
(1) Incorporated by reference to Exhibit 3.1 from Asta Funding's
Registration Statement on Form SB-2 (File No. 33-97212).
(2) Incorporated by reference from Asta Funding's Annual Report on Form
10-KSB for the year ended September 30, 1999.
(3) Incorporated by reference from Asta Funding's Annual Report on Form
10-KSB for the year ended September 30, 2001.
(4) Incorporated by reference from Asta Funding's Current Report filed on
Form 8-K/A on November 2, 2000.
(5) Incorporated by reference from Asta Funding's Quarterly Report on Form
10-QSB for the three months ended December 31, 2000.
(6) Incorporated by reference from Asta Funding's Current Report filed on
Form 8-K on October 4, 2001.
(7) Incorporated by reference from Asta Funding's Quarterly Report on Form
10-QSB for the three months ended March 31, 2002.
(8) Incorporated by reference from Asta Funding's Quarterly Report on Form
10-QSB for the three months ended June 30, 2002.
(9) Incorporated by reference from Asta Funding's Quarterly Report on Form
10-QSB for the three months ended December 31, 2002.
(10) Incorporated by reference from Asta Funding's Quarterly Report on Form
10-QSB for the three months ended March 31, 2003.
(11) Incorporated by reference from Asta Funding's Registration Statement on
Form S-1 (File No. 333-105755).
(12) Incorporated by reference from Asta Funding's Quarterly Report on Form
10-QSB for the three months ended June 30, 2003.
(13) Incorpoated by reference from Asta Funding's Annual Report on form 10K
for the year ended September 30, 2004.
-39-
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
ASTA FUNDING, INC.
Dated: December 13, 2004 By:/s/Gary Stern
---------------------------------
Gary Stern
President and Chief Executive Officer
In accordance with the Exchange Act, this report has been
signed below by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated:
Signature Title Date
- --------- ----- ----
/s/Gary Stern President, Chief Executive Officer December 13, 2004
- ------------------ and Director
Gary Stern
/s/Mitchell Cohen Chief Financial Officer December 13, 2004
- -----------------
Mitchell Cohen
/s/Arthur Stern Chairman of the Board and Executive December 13, 2004
- ------------------ Vice President
Arthur Stern
/s/Herman Badillo Director December 13, 2004
- ------------------
Herman Badillo
/s/Edward Celano Director December 13, 2004
- ------------------
Edward Celano
/s/Harvey Leibowitz Director December 13, 2004
- -------------------
Harvey Leibowitz
/s/David Slackman Director December 13, 2004
- ------------------
David Slackman
/s/Alan Rivera Director December 13, 2004
- --------------
Alan Rivera
/s/Louis A. Piccolo Director December 13, 2004
- -------------------
Louis A. Piccolo
-40-
ASTA FUNDING, INC. AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2004 AND 2003
ASTA FUNDING, INC. AND SUBSIDIARIES
CONTENTS
PAGE
----
CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm F-2
Balance sheets as of September 30, 2004 and 2003 F-3
Statements of operations for the years ended
September 30, 2004, 2003 and 2002 F-4
Statements of changes in stockholders' equity for the
years ended September 30, 2004, 2003 and 2002 F-5
Statements of cash flows for the years ended
September 30, 2004, 2003 and 2002 F-6
Notes to consolidated financial statements F-7
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Stockholders
Asta Funding, Inc.
Englewood Cliffs, New Jersey
We have audited the accompanying consolidated balance sheets of Asta Funding,
Inc. and subsidiaries as of September 30, 2004 and 2003, and the related
consolidated statements of operations, changes in stockholders' equity and cash
flows for each of the years in the three-year period ended September 30, 2004.
These consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements enumerated above present fairly, in all
material respects, the consolidated financial position of Asta Funding, Inc. and
subsidiaries as of September 30, 2004 and 2003, and the consolidated results of
their operations and their consolidated cash flows for each of the years in the
three-year period ended September 30, 2004 in conformity with U.S. generally
accepted accounting principles.
/s/ Eisner LLP
New York, New York
November 16, 2004
F-2
ASTA FUNDING, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30,
----------------------------
2004 2003
------------ ------------
ASSETS
Cash and cash equivalents $ 3,344,000 $ 6,846,000
Restricted cash and cash equivalents 54,000
Consumer receivables acquired for liquidation 146,165,000 105,592,000
Deposit on receivable purchase 7,288,000
Auto loans receivable 5,000
Furniture and equipment (net of accumulated depreciation of $1,036,000
in 2004 and $775,000 in 2003) 596,000 710,000
Other assets 1,248,000 169,000
------------ ------------
$158,641,000 $113,376,000
============ ============
LIABILITIES
Advances under line of credit $ 39,355,000 $ 16,381,000
Other liabilities 3,351,000 3,741,000
Income taxes payable 1,425,000 802,000
Deferred income taxes 44,000 85,000
------------ ------------
Total liabilities 44,175,000 21,009,000
------------ ------------
Commitments
STOCKHOLDERS' EQUITY
Preferred stock, $.01 par value; authorized 5,000,000;
issued - none
Common stock, $.01 par value, authorized 30,000,000 shares, issued
and outstanding 13,432,000 shares in 2004 and 13,180,000 in 2003 134,000 132,000
Additional paid-in capital 59,184,000 57,718,000
Retained earnings 55,148,000 34,517,000
------------ ------------
Total stockholders' equity 114,466,000 92,367,000
------------ ------------
$158,641,000 $113,376,000
============ ============
See notes to consolidated financial statements F-3
ASTA FUNDING, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
YEAR ENDED
SEPTEMBER 30,
-----------------------------------------
2004 2003 2002
----------- ----------- -----------
Finance income $51,175,000 $34,862,000 $35,793,000
Other income 219,000
----------- ----------- -----------
51,175,000 34,862,000 36,012,000
----------- ----------- -----------
General and administrative expenses 11,258,000 7,837,000 6,698,000
Third-party servicing expenses 1,316,000 5,564,000 7,433,000
Provisions for credit and other losses 300,000 950,000
Interest expense 845,000 1,855,000 3,643,000
----------- ----------- -----------
13,719,000 15,256,000 18,724,000
----------- ----------- -----------
Income before provision for income taxes 37,456,000 19,606,000 17,288,000
Provision for income taxes 15,219,000 8,032,000 6,905,000
----------- ----------- -----------
NET INCOME $22,237,000 $11,574,000 $10,383,000
=========== =========== ===========
BASIC NET INCOME PER SHARE $ 1.67 $ 1.23 $ 1.29
=========== =========== ===========
DILUTED NET INCOME PER SHARE $ 1.57 $ 1.13 $ 1.19
=========== =========== ===========
Weighted average shares:
Basic 13,346,000 9,464,000 8,078,000
Diluted 14,154,000 10,302,000 8,710,000
See notes to consolidated financial statements F-4
ASTA FUNDING, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
ADDITIONAL
COMMON STOCK PAID-IN RETAINED
SHARES AMOUNT CAPITAL EARNINGS TOTAL
------------- ---------- ------------- ------------- -------------
BALANCE, SEPTEMBER 30, 2001 7,992,000 $ 80,000 $ 9,711,000 $ 12,890,000 $ 22,681,000
Exercise of options 102,000 2,000 244,000 246,000
Issuance of common stock
for services performed 56,000 251,000 251,000
Net income 10,383,000 10,383,000
------------- ---------- ------------- ------------- -------------
BALANCE, SEPTEMBER 30, 2002 8,150,000 82,000 10,206,000 23,273,000 33,561,000
Exercise of options 94,000 275,000 275,000
Proceeds from common stock offering 4,950,000 50,000 47,246,000 47,296,000
Dividends (330,000) (330,000)
Cancellation of common stock (20,000) (90,000) (90,000)
Issuance of common stock to
former Director 6,000 81,000 81,000
Net income 11,574,000 11,574,000
------------- ---------- ------------- ------------- -------------
BALANCE, SEPTEMBER 30, 2003 13,180,000 132,000 57,718,000 34,517,000 92,367,000
Exercise of options 252,000 2,000 1,363,000 1,365,000
Tax benefit arising from exercise
of non qualified stock options 103,000 103,000
Dividends (1,606,000) (1,606,000)
Net income 22,237,000 22,237,000
------------- ---------- ------------- ------------- -------------
BALANCE, SEPTEMBER 30, 2004 13,432,000 $ 134,000 $ 59,184,000 $ 55,148,000 $ 114,466,000
============= ========== ============= ============= =============
See notes to consolidated financial statements F-5
ASTA FUNDING, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEAR ENDED SEPTEMBER 30,
-------------------------------------------------
2004 2003 2002
------------- ------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 22,237,000 $ 11,574,000 $ 10,383,000
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization 356,000 196,000 94,000
Provisions for credit and other losses 300,000 950,000
Deferred income taxes (41,000) 350,000 85,000
Issuance of common stock for services rendered 251,000
Cancellation of common shares (90,000)
Issuance of common shares to former Director 81,000
Changes in:
Restricted cash and cash equivalents 54,000
Repossessed automobiles held for sale 67,000 104,000
Income taxes receivable 596,000
Other assets (1,175,000) 571,000 (577,000)
Income taxes payable 726,000 (691,000) 1,493,000
Other liabilities (530,000) (100,000) 1,538,000
------------- ------------- -------------
Net cash provided by operating activities 21,927,000 11,958,000 14,917,000
------------- ------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Auto loan principal payments collected 5,000 24,000 758,000
Deposit on receivable purchase (7,288,000)
Finance receivables principal payments collected 1,443,000 693,000
Purchase of consumer receivables acquired for liquidation (103,743,000) (115,626,000) (36,557,000)
Principal payments received from sale or collection of consumer
receivables acquired for liquidation 62,870,000 45,615,000 44,262,000
Capital expenditures (146,000) (561,000) (289,000)
------------- ------------- -------------
Net cash (used in) provided by investing activities (48,302,000) (69,105,000) 8,867,000
------------- ------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from common stock offering 47,296,000
Repayments of advances to affiliate (10,000)
Advances under line of credit, net 22,974,000 14,209,000
Proceeds from notes payable 33,443,000
Repayments of notes payable (60,939,000)
Dividends paid (1,466,000)
Proceeds from exercise of options 1,365,000 275,000 246,000
------------- ------------- -------------
Net cash provided by (used in) financing activities 22,873,000 61,780,000 (27,260,000)
------------- ------------- -------------
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (3,502,000) 4,633,000 (3,476,000)
Cash and cash equivalents at beginning of year 6,846,000 2,213,000 5,689,000
------------- ------------- -------------
CASH AND CASH EQUIVALENTS AT END OF YEAR $ 3,344,000 $ 6,846,000 $ 2,213,000
============= ============= =============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for:
Interest $ 766,600 $ 2,760,000 $ 2,010,000
Income taxes $ 14,534,000 $ 8,391,000 $ 4,771,000
See notes to consolidated financial statements F-6
ASTA FUNDING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2004 AND 2003
NOTE A - THE COMPANY AND ITS SIGNIFICANT ACCOUNTING POLICIES
[1] THE COMPANY:
Asta Funding, Inc. and its wholly-owned subsidiaries (the "Company") is
primarily in the business of purchasing and liquidating performing and
nonperforming consumer loans. The Company attempts to collect the loans
constituting these portfolios by utilizing third party collection
agencies and through its own efforts.
[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.
[3] CASH AND CASH EQUIVALENTS:
The Company considers all highly liquid investments with a maturity of
three months or less at the date of purchase to be cash equivalents.
The Company maintains cash balances in various financial institutions.
Management periodically evaluates the creditworthiness of such
institutions.
[4] INCOME RECOGNITION:
The Company recognizes income on performing and nonperforming consumer
receivable portfolios, which are acquired for liquidation, using either
the interest method or cost recovery method. Upon acquisition of a
portfolio of receivables, the Company's management estimates the future
anticipated cash flows and determines the allocation between principal
and interest of collections based upon this estimate. The Company takes
into consideration the relative credit quality of the underlying
receivables constituting the portfolio, the strategy involved to maximize
the collections thereof, the time required to implement the collection
strategy as well as other factors to estimate the anticipated cash flows.
The estimated future cash flows could change significantly in the near
term. If management cannot reasonably estimate the future cash flows, the
cost recovery method is used.
Under the interest method, income is recognized 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
cost. The estimated future cash flows are reevaluated quarterly. Under
the cost recovery method, no income is recognized until the cost of the
portfolio has been fully recovered.
The Company recognizes finance income net of collection fees paid to
third-party collection agencies. With respect to amounts collected
in-house, such finance income is recognized as the gross amount
collected.
Income from finance receivables was recognized over the periods from the
date of purchase to the estimated collection date.
Interest income from sub-prime automobile loans was recognized using the
interest method.
[5] AUTO LOANS RECEIVABLE:
Substantially all loans were at fixed rates of interest, collateralized
by automobiles, and had remaining maturities of 1 year or less. Each
automobile loan provided for full amortization; equal monthly payments
and could have been fully prepaid by the borrower at any time without
penalty. The Company purchased the loans from dealers at a discount from
the amount financed under the contract. Substantially all borrowers were
located in the northeastern and mid-atlantic states. The Company ceased
acquiring auto loans during the year ended September 30, 1999.
F-7
ASTA FUNDING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2004 AND 2003
NOTE A - THE COMPANY AND ITS SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
[6] FURNITURE AND EQUIPMENT:
Furniture and equipment is stated at cost. Depreciation is provided
using the straight-line method over the estimated useful lives of the
assets (5 to 7 years).
[7] CREDIT LOSSES:
Provisions for credit losses are charged to operations in amounts
sufficient to maintain the allowance at a level considered adequate to
cover the losses of principal in the portfolios of auto loans and
finance receivables. The Company's charge-off policy is based on an
account-by-account review of loans receivable, and a portfolio by
portfolio review of consumer receivables acquired for liquidation. Such
receivables are charged-off when management deems them to be
uncollectible.
[8] INCOME TAXES:
Deferred federal and state taxes arise from temporary differences
resulting primarily from the provision for credit losses and
depreciation timing differences reported for financial accounting and
tax purposes in different periods.
[9] NET INCOME PER SHARE:
Basic per share data is determined by dividing net income by the
weighted average shares outstanding during the period. Diluted per
share data is computed by dividing net income by the weighted average
shares outstanding, assuming all dilutive potential common shares were
issued. With respect to the assumed proceeds from the exercise of
dilutive options, the treasury stock method is calculated using the
average market price for the period.
The following table presents the computation of basic and diluted per share data
for the years ended September 30, 2004, 2003 and 2002:
2004 2003 2002
------------------------------------ ------------------------------------ ---------------------------------------
WEIGHTED WEIGHTED WEIGHTED
NET AVERAGE PER SHARE NET AVERAGE PER SHARE NET AVERAGE PER SHARE
INCOME SHARES AMOUNT INCOME SHARES AMOUNT INCOME SHARES AMOUNT
-------------- ----------- ------- ------------- ----------- --------- ----------- ---------- -----------
Basic $ 22,237,000 13,346,000 $ 1.67 $ 11,574,000 9,464,000 $ 1.23 $10,383,000 8,078,000 $ 1.29
======= ======= ======
Effect of
dilutive stock 808,000 838,000 632,000
-------------- ----------- ------------- ----------- ----------- -----------
Diluted $ 22,237,000 14,154,000 $ 1.57 $ 11,574,000 10,302,000 $ 1.13 $10,383,000 8,710,000 $ 1.19
============== =========== ======= ============= =========== ======= =========== =========== ======
During the year ended September 30, 2002, options to purchase 84,500 shares were
outstanding but not included in the EPS calculation because they were
antidilutive. All outstanding options were included in the EPS calculation for
the years ended September 30, 2004 and 2003.
F-8
ASTA FUNDING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2004 AND 2003
NOTE A - THE COMPANY AND ITS SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
[10] USE OF ESTIMATES:
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period.
With respect to income recognition under the interest method, the
Company takes into consideration the relative credit quality of the
underlying receivables constituting the portfolio acquired, the
strategy involved to maximize the collections thereof, the time
required to implement the collection strategy as well as other factors
to estimate the anticipated cash flows. Actual results could differ
from those estimates including management's estimates of future cash
flows and the resultant allocation of collections between principal and
interest resulting therefrom.
[11] STOCK-BASED COMPENSATION:
The Company accounts for stock-based employee compensation under
Accounting Principles Board ("APB") Opinion No. 25, "Accounting for
Stock Issued to Employees", and related interpretations. The Company
has adopted the disclosure-only provisions of Statement of Financial
Accounting Standards ("SFAS") No. 123, "Accounting for Stock-Based
Compensation" and SFAS No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure", which was released in
December 2002 as an amendment of SFAS No. 123. The following table
illustrates the effect on net income and earnings per share if the fair
value based method had been applied to all awards.
YEAR ENDED SEPTEMBER 30,
--------------------------------------------------
2004 2003 2002
--------------- --------------- ---------------
Net income as reported $ 22,237,000 $ 11,574,000 $ 10,383,000
Stock based compensation expense
determined under fair value method, net
of related tax effects (2,184,000) (1,060,000) (489,000)
--------------- --------------- ---------------
Pro forma net income $ 20,053,000 $ 10,514,000 $ 9,894,000
=============== =============== ===============
Earnings per share:
Basic - as reported $ 1.67 $ 1.23 $ 1.29
=============== =============== ===============
Basic - pro forma $ 1.50 $ 1.11 $ 1.23
=============== =============== ===============
Diluted - as reported $ 1.57 $ 1.13 $ 1.19
=============== =============== ===============
Diluted - pro forma $ 1.42 $ 1.02 $ 1.14
=============== =============== ===============
The weighted average fair value of the options granted during 2004,
2003 and 2002 were $15.18, $5.07 and $5.50 per share on the dates of
grant, respectively, using the Black-Scholes option pricing model with
the following assumptions: weighted average dividend yield of 0.3% for
2004 and 0% for 2003 and 2002, weighted average volatility of 41%
(2004), 56% (2003) and 78% (2002), expected life 10 years, weighted
average risk free interest rate of 4.28% in 2004, 4.05% in 2003 and
5.0% in 2002.
F-9
ASTA FUNDING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2004 AND 2003
NOTE B - CONSUMER RECEIVABLES ACQUIRED FOR LIQUIDATION
The Company applied the interest method on portfolios with carrying values
aggregating $144,812,000 and the cost recovery method on portfolios with
carrying values aggregating $1,353,000 at September 30, 2004.
NOTE C - ALLOWANCES FOR CREDIT LOSSES
Changes in the allowances for credit losses relating to the auto loans
receivable and finance receivables consisted of the following:
2004 2003
---------------------------- -----------------------------
AUTO LOANS FINANCE AUTO LOANS FINANCE
RECEIVABLE* RECEIVABLES RECEIVABLE* RECEIVABLES
------------- ------------- ------------- -------------
Balance, beginning of year $ 0 $ 0 $ 103,000 $ 58,000
Provisions 300,000
Charge-offs 0 (300,000) (103,000) (58,000)
Recoveries
------------- ------------- ------------- -------------
Balance, end of year $ 0 $ 0 $ 0 $ 0
============= ============= ============= =============
* Includes repossessed automobiles
NOTE D - FURNITURE AND EQUIPMENT
Furniture and equipment as of September 30, 2004 and 2003 consist of the
following:
2004 2003
---------- ----------
Furniture $ 307,000 $ 307,000
Equipment 1,325,000 1,178,000
---------- ----------
1,632,000 1,485,000
Less accumulated depreciation 1,036,000 775,000
---------- ----------
Balance, end of period $ 596,000 $ 710,000
========== ==========
Depreciation expense for the years ended September 30, 2004, 2003 and 2002
aggregated $260,000, $196,000 and $94,000 respectively.
NOTE E - RESTRICTED CASH
In connection with the sale of loans in 1997, the Company was required to
deposit funds into separate cash accounts with trustees for possible interest
adjustments due to borrowers prepaying the loans. Such restriction and trust
arrangement ended September 2004.
F-10
ASTA FUNDING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2004 AND 2003
NOTE F - ADVANCES UNDER LINE OF CREDIT
In May 2004, the Company entered into an amended and restated loan and security
agreement that increased the line of credit with a lending institution from $25
million to $60 million and extended it to May 11, 2006. The line of credit bears
interest at the lesser of LIBOR plus an applicable margin, or the lesser of the
prime rate plus or minus an applicable margin based on certain leverage ratios
(the applicable rate was 4.00% at September 30, 2004). The credit line is
collateralized by all portfolios of consumer receivables acquired for
liquidation and contains customary financial and other covenants (relative to
tangible net worth, interest coverage, and leverage ratio, as defined) that must
be maintained in order to borrow funds. As of September 30, 2004, $39.4 million
was outstanding.
NOTE G - OTHER LIABILITIES
Other liabilities as of September 30, 2004 and 2003 are as follows:
2004 2003
---------- ----------
Accounts payable $ 691,000 $2,179,000
Accrued interest 78,000 1,023,000
Deposit due on cancelled sale (1) 2,000,000
Dividend payable 470,000 330,000
Other 112,000 209,000
---------- ----------
Total other liabilities $3,351,000 $3,741,000
========== ==========
(1) Deposit due on cancelled sale represents an amount due to a third party in
connection with a cancelled sale of consumer receivables acquired. This amount
was returned to the party in October 2004.
NOTE H - INCOME TAXES
The significant component of the Company's deferred tax liability as of
September 30, 2004 and 2003 is the depreciation temporary difference being
reported for financial accounting and tax purposes in different periods.
The components of the provision for income taxes for the years ended September
30, 2004, 2003 and 2002 are as follows:
2004 2003 2002
------------ ------------ ------------
Current:
Federal $ 11,899,000 $ 5,982,000 $ 5,277,000
State 3,361,000 1,700,000 1,543,000
------------ ------------ ------------
15,260,000 7,682,000 6,820,000
------------ ------------ ------------
Deferred:
Federal (31,000) 295,000 65,000
State (10,000) 55,000 20,000
------------ ------------ ------------
(41,000) 350,000 85,000
------------ ------------ ------------
Provision for income taxes $ 15,219,000 $ 8,032,000 $ 6,905,000
============ ============ ============
F-11
ASTA FUNDING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2004 AND 2003
NOTE H - INCOME TAXES (CONTINUED)
The difference between the statutory federal income tax rate on the Company's
pre-tax income and the Company's effective income tax rate is summarized as
follows:
2004 2003 2002
------ ------ ------
Statutory federal income tax rate 35.0% 35.0% 35.0%
State income tax, net of federal benefit 5.8 5.9 5.8
Other (0.1) 0.1 (0.9)
------ ------ ------
Effective income tax rate 40.7% 41.0% 39.9%
====== ====== ======
NOTE I - COMMITMENTS AND CONTINGENCIES
The Company leases its facilities in Englewood Cliffs, New Jersey and Bethlehem,
Pennsylvania. The leases are operating leases, and the Company incurred related
rent expense in the amounts of $335,000, $271,000 and $161,000 during the years
ended September 30, 2004, 2003 and 2002, respectively. The future minimum lease
payments are as follows:
YEAR
ENDING
SEPTEMBER 30,
-------------
2005 $295,000
2006 136,000
2007 34,000
--------
$465,000
========
In September 2004, the Company advanced $7.3 million to a third party for the
acquisition of a portfolio for liquidation. This transaction was completed in
October 2004.
NOTE J - RELATED PARTY TRANSACTIONS
During the year ended September 30, 2001, an affiliate, owned by officers of the
Company, advanced funds to the Company with interest at 12 percent per annum,
aggregating $57,000; said amount was repaid during the years ended September 30,
2001 and 2002.
NOTE K - STOCK OPTION PLANS
1995 Stock Option Plan:
The Company has a stock option plan under which 1,840,000 shares of common stock
are reserved for issuance upon exercise of either incentive or nonincentive
stock options, which may be granted from time to time by the Board of Directors
to employees and others. The Board of Directors determines the option price (not
to be less than fair market value for incentive options) at the date of grant.
The options have a maximum term of 10 years and outstanding options expire from
November 2005 through February 2014. As of September 30, 2004, 56,000 shares of
common stock are reserved for the issuance and available for grant under the
stock option plan.
2002 Stock Option Plan:
During May 2002, the Company approved a new stock option plan under which
1,000,000 shares of common stock are reserved for issuance upon the exercise of
either incentive or nonincentive stock options, which may be granted from time
to time by the Board of Directors to employees and others. The Board of
Directors determines the option price (not to be less than fair market value for
incentive options) at the date of grant. The options have a maximum term of 10
years and outstanding options expire from November 2013 through September 2014.
As of September 30, 2004, 824,000 shares of common stock are reserved for the
issuance and available for grant under the stock option plan.
F-12
ASTA FUNDING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2004 AND 2003
NOTE K - STOCK OPTION PLANS (CONTINUED)
The following table summarizes stock option transactions under the plans:
YEAR ENDED SEPTEMBER 30,
-------------------------------------------------------------------------
2004 2003 2002
----------------------- ----------------------- -----------------------
WEIGHTED WEIGHTED WEIGHTED
AVERAGE AVERAGE AVERAGE
EXERCISE EXERCISE EXERCISE
SHARES PRICE SHARES PRICE SHARES PRICE
---------- ---------- ---------- ---------- ---------- ----------
Outstanding options at the
beginning of year 1,225,000 $ 3.24 1,109,000 $ 2.87 1,157,666 $ 2.22
Options granted 392,833 15.18 260,000 5.07 175,000 6.49
Options cancelled (1,998) 7.50 (49,002) 5.19 (121,000) 2.65
Options exercised (251,664) 5.43 (94,998) 2.91 (102,666) 2.38
---------- ---------- ---------- ---------- ---------- ----------
Outstanding options at the end of year 1,364,171 $ 6.27 1,225,000 $ 3.24 1,109,000 $ 2.87
========== ========== ========== ========== ========== ==========
Exercisable options at the end of year 934,290 $ 3.83 938,001 $ 2.66 841,676 $ 2.48
========== ========== ========== ========== ========== ==========
The following table summarizes information about the plans' outstanding options
as of September 30, 2004:
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
----------------------------------------------- ----------------------------
WEIGHTED
AVERAGE WEIGHTED WEIGHTED
REMAINING AVERAGE AVERAGE
RANGE OF NUMBER CONTRACTUAL EXERCISE NUMBER EXERCISE
EXERCISE PRICE OUTSTANDING LIFE (IN YEARS) PRICE EXERCISABLE PRICE
------------------- ----------- --------------- -------- ----------- -----------
$ 0.0000 - $ 1.8100 205,000 4.7 $ 0.8125 205,000 $ 0.8125
$ 1.8101 - $ 3.6200 540,000 5.1 2.5875 540,000 2.5875
$ 3.6201 - $ 5.4300 183,336 8.1 4.7250 50,000 4.7250
$ 5.4301 - $ 7.2400 47,668 7.4 6.4888 35,668 6.6667
$ 7.2401 - $ 9.0500 12,000 8.5 7.7450 2,667 7.7450
$14.4801 - $16.2900 329,167 9.1 14.9173 95,287 14.8929
$16.2901 - $18.1000 47,000 9.7 17.1234 5,668 18.1000
--------- -------
1,364,171 6.7 $ 6.2657 934,290 $ 3.8320
========= === ======== ======== ==========
NOTE L - STOCKHOLDERS' EQUITY
In May 2002, in conjunction with the approval of the 2002 Stock Option Plan, the
Board of Directors approved an amendment to the Company's Certificate of
Incorporation increasing the number of authorized shares of common stock from
10,000,000 shares to 30,000,000 shares and to create a new class of preferred
stock, $.01 par value per share, consisting of 5,000,000 shares.
In July 2002, the Company issued 56,000 shares of common stock with a market
value of $4.50 per share for consulting services rendered during the course of
the year. In June 2003, 20,000 of these common shares were cancelled.
In September 2003, the Company issued 6,000 shares of common stock with a market
value of $13.40 per share to a former director.
F-13
ASTA FUNDING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2004 AND 2003
NOTE L - STOCKHOLDERS' EQUITY (CONTINUED)
During the year ended September 30, 2003, the Company declared a cash dividend
of $330,000 ($0.025 per share) payable November 1, 2003. During the year ended
September 30, 2004, the Company declared quarterly cash dividends aggregating
$1,606,000 of which $470,000 ($0.035 per share) was paid November 1, 2004.
The Company declared a two-for-one stock split, affected through a 100% stock
dividend for record holders as of March 9, 2004, that became effective March
23, 2004. All share and per share amounts in these financial statements have
been retroactively restated to reflect the split.
NOTE M - RETIREMENT PLAN
The Company maintains a 401(k) Retirement Plan covering all of its eligible
employees. Matching contributions made by the employees to the plan are made at
the discretion of the Board of Directors each plan year. Contributions for the
years ended September 30, 2004, 2003 and 2002 were $70,000, $44,000 and $27,000,
respectively.
NOTE N - FAIR VALUE OF FINANCIAL INSTRUMENTS
Statement of Financial Accounting Standards No. 107, "Disclosures about Fair
Values of Financial Instruments" ("SFAS 107") requires disclosure of fair value
information about financial instruments, whether or not recognized on the
balance sheet, for which it is practicable to estimate that value. Because no
market exists for certain of the Company's assets and liabilities, fair value
estimates are based upon judgments regarding credit risk, investor expectation
of economic conditions, normal cost of administration and other risk
characteristics, including interest rate and prepayment risk. These estimates
are subjective in nature and involve uncertainties and matters of judgment,
which significantly affect the estimates.
Fair value estimates are based on existing balance sheet financial instruments
without attempting to estimate the value of anticipated future business and the
value of assets and liabilities that are not considered financial instruments.
The tax ramifications related to the realization of the unrealized gains and
losses can have a significant effect on the fair value estimates and have not
been considered in the estimates.
The following summarizes the information as of September 30, 2004 and 2003 about
the fair value of the financial instruments recorded on the Company's financial
statements in accordance with SFAS 107:
2004 2003
--------------------------------- ----------------------------------
CARRYING VALUE FAIR VALUE CARRYING VALUE FAIR VALUE
-------------- ---------- -------------- ----------
Cash, restricted cash and
cash equivalents $ 3,300,000 $ 3,300,000 $ 6,900,000 $ 6,900,000
Consumer receivables
acquired for liquidation 146,200,000 163,900,000 105,592,000 132,700,000
Auto loans receivable 5,000 5,000
Advances under lines of
credit, notes payable and
due to affiliates 39,400,000 39,400,000 16,381,000 16,381,000
The methodology and assumptions utilized to estimate the fair value of the
Company's financial instruments are as follows:
F-14
ASTA FUNDING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2004 AND 2003
NOTE N - FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)
Cash, restricted cash and cash equivalents:
The carrying amount approximates fair value.
Consumer receivables acquired for liquidation:
The Company has estimated the fair value based on the present value of expected
future cash flows.
Auto loans receivable and finance receivables:
The Company has estimated the fair value based on the present value of expected
future cash flows.
Advances under lines of credit, notes payable and due to affiliates:
Since these are variable rate and short-term, the carrying amounts approximate
fair value.
NOTE O - SUMMARIZED QUARTERLY DATA (UNAUDITED)
FIRST SECOND THIRD FOURTH FULL
QUARTER QUARTER QUARTER QUARTER YEAR
------------ ----------- ----------- ----------- -----------
2004
Total revenue $11,455,000 $12,864,000 $12,050,000 $14,806,000 $51,175,000
Income before provision for
income taxes 7,879,000 9,144,000 9,409,000 11,024,000 37,456,000
Net income 4,688,000 5,433,000 5,607,000 6,509,000 22,237,000
Basic net income per share $ 0.36 $ 0.41 $ 0.42 $ 0.48 $ 1.67
Diluted net income per share $ 0.34* $ 0.38 $ 0.40* $ 0.46 $ 1.57
2003
Total revenue $ 6,751,000 $ 7,720,000 $ 9,208,000 $11,183,000 $34,862,000
Income before provision for
income taxes 3,865,000 4,055,000 4,412,000 7,274,000 19,606,000
Net income 2,312,000 2,429,000 2,540,000 4,293,000 11,574,000
Basic net income per share $ 0.29 $ 0.30 $ 0.31 $ 0.33 $ 1.23
Diluted net income per share $ 0.27 $ 0.28 $ 0.28 $ 0.31 $ 1.13
2002
Total revenue $ 8,402,000 $10,382,000 $ 8,800,000 $ 8,428,000 $36,012,000
Income before provision for
income taxes 3,825,000 4,412,000 4,538,000 4,513,000 17,288,000
Net income 2,296,000 2,634,000 2,716,000 2,737,000 10,383,000
Basic net income per share $ 0.29 $ 0.33 $ 0.34 $ 0.34 $ 1.29
Diluted net income per share $ 0.27 $ 0.30 $ 0.31 $ 0.32 $ 1.19
* Diluted earnings per share has been modified to reflect a revised number
of diluted shares used in the computation.
NOTE P - SUBSEQUENT EVENTS
On October 21, 2004, the compensation committee approved stock option grants of
330,000 options to various Directors. All such grants were non-qualified stock
options.
F-15