<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ________ to ___________
Commissions file number: 0-26906
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ASTA FUNDING, INC.
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(Exact name of small business issuer as specified in its charter)
Delaware 22-3388607
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
210 Sylvan Ave., Englewood Cliffs, New Jersey 07632
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (201) 567-5648
Former name, former address and former fiscal year,
if changed since last report: N/A
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: As of August 7, 2000, the registrant
had 3,945,000 common shares outstanding.
Transitional Small Business Disclosure Format (check one): Yes No X
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<PAGE>
Asta Funding, Inc.
Form 10-QSB June 30, 2000
INDEX
Part I. Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets as of June 30, 2000 (unaudited)
and September 30, 1999
Consolidated Statements of Operations for the three-and
nine-month periods ended June 30, 2000 and 1999
(unaudited)
Consolidated Statements of Cash Flows for the nine-month
periods ended June 30, 2000 and 1999 (unaudited)
Notes to consolidated financial statements (unaudited)
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Part II. Other Information
Item 1. Legal Proceedings
Item 6. Exhibits and Reports on Form 8-K
Signatures
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Asta Funding, Inc. and Subsidiaries
Consolidated Balance Sheets
<TABLE>
<CAPTION>
June 30, September 30,
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2000 1999
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Unaudited
<S> <C> <C>
Assets
Cash $ 5,860,000 $ 780,000
Restricted cash, net 51,000 49,000
Consumer receivables acquired for liquidation 5,212,000 16,500,000
Auto loans receivable, net 4,235,000 8,344,000
Furniture and equipment, net 209,000 174,000
Repossessed automobiles, net 255,000 460,000
Other assets 1,576,000 643,000
Deferred income taxes 320,000 610,000
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Total assets $ 17,718,000 $ 27,560,000
============ ============
Liabilities and Stockholders' Equity
Liabilities
Accounts payable and accrued expenses $ 2,350,000 $ 256,000
Advances under lines of credit - 5,422,000
Notes payable - 10,636,000
Income taxes payable 2,074,000 663,000
Due to affiliate 1,039,000 2,473,000
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Total liabilities 5,463,000 19,450,000
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Stockholders' Equity
Common stock, $.01 par value; authorized
10,000,000 shares; issued and outstanding
3,945,000 39,000 39,000
Additional paid-in capital 9,602,000 9,602,000
Retained earnings (accumulated deficit) 2,614,000 (1,531,000)
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Total stockholders' equity 12,255,000 8,110,000
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Total liabilities and stockholders' equity $ 17,718,000 $ 27,560,000
============ ============
</TABLE>
See accompanying notes to consolidated financial statements
<PAGE>
Asta Funding, Inc. and Subsidiaries
Consolidated Statements of Operations
Unaudited
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
June 30, June 30,
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2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues:
Interest $3,819,000 $3,289,000 $12,230,000 $6,049,000
Servicing fees 15,000 44,000 61,000 154,000
Other income - 3,000 - 27,000
---------- ---------- ----------- ----------
3,834,000 3,336,000 12,291,000 6,230,000
---------- ---------- ----------- ----------
Expenses:
General and administrative 1,099,000 792,000 2,907,000 2,038,000
Provision for credit losses and repurchases 55,000 215,000 2,090,000 680,000
Interest 63,000 1,301,000 387,000 1,885,000
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1,217,000 2,308,000 5,384,000 4,603,000
---------- ---------- ----------- ----------
Income before income taxes 2,617,000 1,028,000 6,907,000 1,627,000
Income tax expense 1,046,000 412,000 2,762,000 651,000
---------- ---------- ----------- ----------
Net income $1,571,000 $ 616,000 $ 4,145,000 $ 976,000
========== ========== =========== ==========
Net income per share - Basic $ 0.40 $ 0.16 $ 1.05 $ 0.25
---------- ---------- ----------- ----------
- Diluted $ 0.39 $ 0.16 $ 1.03 $ 0.25
---------- ---------- ----------- ----------
Weighted average number of shares
outstanding - Basic 3,945,000 3,945,000 3,945,000 3,945,000
---------- ---------- ----------- ----------
- Diluted 4,063,000 3,945,000 4,025,000 3,945,000
---------- ---------- ----------- ----------
</TABLE>
See accompanying notes to consolidated financial statements
<PAGE>
Asta Funding, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
Unaudited
<TABLE>
<CAPTION>
Nine Months Ended
June 30,
--------------------------
2000 1999
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<S> <C> <C>
Cash flows from operating activities:
Net income $ 4,145,000 $ 976,000
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 76,000 126,000
Provision for losses and repurchases 2,090,000 680,000
Deferred income taxes 290,000 276,000
Expenses advanced by affiliate 15,000 59,000
Changes in:
Due from seller - (3,295,000)
Income taxes receivable - 507,000
Restricted cash (2,000) (16,000)
Repossessed automobiles held for sale 205,000 (96,000)
Other assets (933,000) 324,000
Income taxes payable 1,411,000 369,000
Accounts payable and accrued expenses 2,094,000 (201,000)
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Net cash provided by (used in) operating activities 9,391,000 (291,000)
Cash flows from investing activities:
Auto loans purchased - (2,458,000)
Auto loan principal payments 3,716,000 5,766,000
Purchase of consumer receivables acquired for liquidation (1,582,000) (55,713,000)
Principal collected on receivables acquired for liquidation, net 11,173,000 22,937,000
Capital expenditures (111,000) (41,000)
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Net cash provided by (used in) investing activities 13,196,000 (29,509,000)
Cash flows from financing activities:
Advances from affiliate (1,449,000) 2,179,000
Advances (repayments) under lines of credit (5,422,000) (4,293,000)
Advances (repayments) of notes payable (10,636,000) 32,034,000
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Net cash (used in) provided by financing activities (17,507,000) 29,920,000
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Increase in cash 5,080,000 120,000
Cash at the beginning of period 780,000 163,000
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Cash at end of period $ 5,860,000 $ 283,000
=========== ===========
Supplemental disclosure of cash flow information:
Cash paid during the period
Interest $ 387,000 $ 1,226,000
Income taxes $ 1,045,000 $ -
</TABLE>
See accompanying notes to consolidated financial statements
<PAGE>
Asta Funding, Inc.
Notes to Consolidated Financial Statements
Note 1: Basis of Presentation
Asta Funding, Inc. and its wholly owned subsidiaries (collectively, the
"Company") is a diversified consumer finance company that is engaged in the
business of purchasing, servicing and selling distressed consumer receivables.
Distressed consumer receivables are the unpaid debts of individuals to banks,
finance companies and other credit providers. Most of the Company's receivables
are MasterCard and Visa credit card accounts which were charged-off by the
issuing banks for non-payment. Prior to May 1, 1999, the Company's business was
focused on purchasing, servicing and selling retail installment contracts
originated by dealers in the sale primarily of used automobiles to sub-prime
borrowers.
The consolidated balance sheet as of June 30, 2000, the consolidated statements
of operations for the three-and nine-month periods ended June 30, 2000 and 1999,
and the consolidated statements of cash flows for the nine-month periods ended
June 30, 2000 and 1999, have been prepared by the Company without an audit. In
the opinion of management, all adjustments (which include only normal recurring
adjustments) necessary to present fairly the financial position of the Company
at June 30, 2000 and September 30, 1999, the results of operations for the
three-and nine-month periods ended June 30, 2000 and 1999 and the cash flows for
the nine-month periods ended June 30, 2000 and 1999 have been made. The results
of operations for the nine-month periods ended June 30, 2000 and 1999 are not
necessarily indicative of the operating results for any other interim period or
the full fiscal year.
Pursuant to the rules and regulations of the Securities and Exchange Commission,
certain information and footnote disclosures required under generally accepted
accounting principles have been condensed or omitted from the presented
financial statements. We suggest that these financial statements be read in
conjunction with the financial statements and notes thereto included in our
Annual Report on Form 10-KSB for the fiscal year ended September 30, 1999.
Note 2: Principles of Consolidation
The consolidated financial statements include the accounts of Asta Funding, Inc.
and its wholly-owned subsidiaries: Asta Auto Receivables Company; E.R.
Receivables Corp., LLC; RAC Acceptance Co.,LLC; Palisades Collections, LLC; Asta
Funding Acquisition I, LLC; Asta Funding Acquisition II, LLC; Asta Funding
Acquisition III, LLC; Asta Funding.Com, LLC and Asta Commercial, LLC. All
significant intercompany balances and transactions have been eliminated in
consolidation.
Note 3: Auto Loans Receivable:
The contracts which the Company purchased from dealers provide for finance
charges of between 14.95% and 28.95% per annum. Each contract provides for full
amortization, equal monthly payments and permits prepayments by the borrower at
any time without penalty. The Company generally purchased contracts at a
discount from the full amount financed under a contract.
Note 4: Consumer Receivables Acquired for Liquidation:
Accounts acquired for liquidation are stated at the lower of cost or net
realizable value and consist of consumer loans to individuals throughout the
country.
Note 5: Income recognition:
The Company recognizes income on distressed consumer loan portfolios, which are
acquired for liquidation, using either the interest method or cost recovery
method. Upon acquisition of a portfolio of loans, the Company's management
estimates the future anticipated cash flows and determines the allocation of
payments based upon this estimate. If future cash flows cannot be estimated, the
cost recovery method is used. Under the cost recovery method, no income is
recognized until the Company has fully collected the cost of the portfolio.
Interest income from sub-prime automobile loans is recognized using the interest
method. Accrual of interest income on loans receivable is suspended when a loan
is contractually delinquent more than 60 days. The accrual is resumed when the
loan becomes contractually current, and past due interest is recognized at that
time. In addition, a detailed review of loans will cause earlier suspension if
collection is doubtful.
<PAGE>
Asta Funding, Inc.
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Overview
The Company is engaged in the business of purchasing, managing, servicing and
selling distressed consumer receivables. Distressed consumer receivables are the
unpaid debts of individuals that are owed to banks, finance companies and other
credit providers. Most of the Company's receivables are MasterCard and Visa
credit card accounts which were charged-off by the issuing banks for
non-payment. The Company may also purchase bulk receivable portfolios that
include both distressed and performing loans. Prior to May 1, 1999, the
Company's business was focused on purchasing, servicing and selling retail
installment contracts originated by dealers in the sale primarily of used
automobiles to sub-prime borrowers.
Receivables are purchased by the Company at a discount from their charged-off
amount, typically the aggregate unpaid balance at the time of charge-off. The
Company purchases receivables directly from credit grantors through privately
negotiated direct sales and through auction type sales in which sellers of
receivables seek bids from several pre-qualified debt purchasers. In order for
the Company to consider a potential seller of receivables, a variety of factors
are considered. Sellers must demonstrate that they have adequate internal
controls to detect fraud and have the ability to provide post sale support and
to honor buy-back warranty requests. The Company pursues new acquisitions on an
ongoing basis by means of industry newsletters, brokers who specialize in these
assets and other professionals that the Company has relationships with.
The Company generates revenues, earnings and cash flow primarily through the
purchase and collection of principal, interest and other payments on consumer
receivables acquired for liquidation and automobile contracts.
This Form 10-QSB contains forward-looking statements within the meaning of the
"safe harbor" provisions under section 21E of the Securities and Exchange Act of
1934 and the Private Securities Litigation Act of 1995. The Company uses
forward-looking statements in its description of its plans and objectives for
future operations and assumptions underlying these plans and objectives.
Forward-looking terminology includes the words "may", "expects", "believes",
"anticipates", "intends", "forecasts", "projects", or similar terms, variations
of such terms or the negative of such terms. These forward-looking statements
are based on management's current expectations and are subject to factors and
uncertainties which could cause actual results to differ materially from those
described in such forward-looking statements. The Company expressly disclaims
any obligation or undertaking to release publicly any updates or revisions to
any forward-looking statements contained in this Form 10-QSB to reflect any
change in its expectations or any changes in events, conditions or circumstances
on which any forward-looking statement is based. Factors which could cause such
results to differ materially from those described in the forward-looking
statements include those set forth under "Risk Factors" and elsewhere in, or
incorporated by reference into this Form 10-QSB. These factors include the
following: the Company is dependent on external sources of financing to fund its
operations; the Company may not be able to purchase receivables at favorable
prices and is subject to competition for such receivables; the Company may not
be able to recover sufficient amounts on its receivables to fund its operations;
government regulations may limit the Company's ability to recover and enforce
receivables and other risks.
In the following discussions, most percentages and dollar amounts have been
rounded to aid presentation. As a result, all figures are approximations.
<PAGE>
Asta Funding, Inc.
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Results of operations
The three-month period ended June 30, 2000, compared to the three-month period
ended June 30, 1999
Revenues. During the three-month period ended June 30, 2000, revenues increased
$498,000 or 14.9% to $3.83 million from $3.34 million for the three-month period
ended June 30, 1999. Interest income increased $530,000 or 16.1% to $3.82
million from $3.29 million for the three-months ended June 30, 1999, and
represented 99% of total revenues for the three-month period ended June 30,
2000. The increase in interest income was due to an increase in the percentage
of collections being allocated to interest income based on actual and projected
collections collections on consumer receivables acquired for liquidation where
revenue is recorded using the interest method during the three-month period
ended June 30, 2000, as compared to the same period in the prior year. The
Company earned servicing fees of $15,000 for the three months ended June 30,
2000, as compared to $44,000 for the three-month period ended June 30, 1999. The
decrease in servicing fee income was due to a decrease in the dollar amount of
contracts being serviced for the three-months ended June 30, 2000, as compared
to the same period in the prior year.
Expenses. During the three-month period ended June 30, 2000, general and
administrative expenses increased $307,000 or 38.8% to $1.1 million from
$792,000 for the three-months ended June 30, 1999 and represented 90.3% of total
expenses. The increase in general and administrative expenses was due to an
increase in servicing expenses associated with the consumer receivables acquired
for liquidation during the three-month period ended June 30, 2000, as compared
to the same period in the prior year.
During the three-month period ended June 30, 2000, interest expense decreased
$1.24 million or 95.1% to $63,000 from $1.30 million for the three-months ended
June 30, 1999 and represented 5.2% of total expenses. The decrease was due to a
decrease in the outstanding borrowings by the Company under the lines of credit
and notes payable during the three-month period ended June 30, 2000, as compared
to the same period in the prior year.
During the three-month period ended June 30, 2000, the provision for credit
losses and repurchases decreased $160,000 or 74.4% to $55,000 million from
$215,000 for the three-months ended June 30, 1999 and represented 4.5% of total
expenses. The decrease in the provision for credit losses was due to decrease in
the dollar amount of contracts serviced for the three months ended June 30,
2000, as compared to the same period in the prior year.
The nine-month period ended June 30, 2000, compared to the nine-month period
ended June 30, 1999
Revenues. During the nine-month period ended June 30, 2000, revenues increased
$6.06 million or 97.3% to $12.29 million from $6.23 million for the nine-month
period ended June 30, 1999. Interest income increased $6.18 million or 102.1% to
$12.23 million from $6.05 million for the nine-months ended June 30, 1999, and
represented 99.5% of total revenues for the nine-month period ended June 30,
2000. The increase in interest income was due to the interest income earned on
the consumer receivables acquired for liquidation that were outstanding during
the entire nine month period ended June 30, 2000 as compared to only four months
for the same period in the prior year. The Company earned servicing fees of
$61,000 for the nine-months ended June 30, 2000, as compared to $154,000 for the
nine-month period ended June 30, 1999. The decrease in servicing fee income was
due to a decrease in the dollar amount of contracts being serviced for the
nine-months ended June 30, 2000, as compared to the same period in the prior
year.
Expenses. During the nine-month period ended June 30, 2000, general and
administrative expenses increased $869,000 or 42.6% to $2.91 million from
$2.04million for the nine-months ended June 30, 1999 and represented 54.0% of
total expenses. The increase in general and administrative expenses was due to
an increase in servicing expenses associated with the consumer receivables
acquired for liquidation during the nine-month period ended June 30, 2000, as
compared to the same period in the prior year.
<PAGE>
Asta Funding, Inc.
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
During the nine-month period ended June 30, 2000, interest expense decreased
$1.50 million or 79.6% to $387,000 from $1.86 million for the nine-months ended
June 30, 1999 and represented 7.2% of total expenses. The decrease was due to a
decrease in the outstanding borrowings by the Company under the lines of credit
and notes payable during the nine-month period ended June 30, 2000, as compared
to the same period in the prior year.
During the nine-month period ended June 30, 2000, the provision for credit
losses and repurchases increased $1.41 million or 207.4% to $2.09 million from
$680,000 for the nine-months ended June 30, 1999 and represented 38.8% of total
expenses. The increase in the provision for credit losses was due to the Company
reserving $1.5 million for potential obligations of consumer receivables that
have been previously sold and reserving $250,000 against another portfolio of
consumer receivables acquired for liquidation during the second quarter ended
March 31, 2000.
Liquidity and Capital Needs
The Company's primary sources of cash from operating activities include borrower
payments on consumer receivables acquired for liquidation and automobile
contracts. The Company's primary uses of cash include its purchases of consumer
receivables acquired for liquidation. As of June 30, 2000, the Company's cash
and cash equivalents were $5.86 million as compared to $780,000 at September 30,
1999. The increase in cash was due to an accumulation of cash from consumer
receivables acquired for liquidation that was not used to repay debt or purchase
consumer receivables.
Net cash provided by operating activities was $9.4 million during the
nine-months ended June 30, 2000, compared to net cash used of $291,000 during
the nine-months ended June 30, 1999. The net cash provided by operating
activities was largely due to net income from operations, an increase in the
provision for credit losses and repurchases and increases in income taxes
payable, accounts payable and accrued expenses. Net cash provided by investing
activities was $13.2 million during the nine-months ended June 30, 2000,
compared to net cash used of $29.5 million during the nine-months ended June 30,
1999. The net cash provided by investing activities was largely due to
collections from both auto loans and receivables acquired for liquidation. Net
cash used in financing activities was $17.5 million during the nine-months ended
June 30, 2000, compared to net cash provided of $29.9 million during the
nine-months June 30, 1999. Net cash used in financing activities was due to
repayments of the Company's debt.
The Company's cash requirements have been and will continue to be significant.
The Company depends on external financing for purchasing consumer receivables.
In February 2000, the Company entered into a stock purchase and financing
agreement with Small Business Resources, Inc. (SBR) The Company has agreed to
invest a total of $2.5 million in SBR within a six-month period. The $2.5
million will consist of a loan of $1.75 million and a common stock investment of
$750,000 for a one-third ownership interest in SBR. As of August 7, 2000, the
Company has funded $1.6 million and anticipates funding the remaining $900,000
in future installments. The Company will not have any further obligations to
fund additional amounts under the agreement in the event SBR does not provide
the Company with certain satisfactory legal opinions and other items stated in
the agreement. The investment will be funded from cash provided by operations.
SBR is a business-to-business E-Commerce Company that provides a business portal
where small business owners can access valuable content, products, resources and
advice. To date, SBR has signed more than a dozen partnership contracts with
major companies within the banking, utility and telecommunications industries.
These contracts currently reach more than two million small business owners with
whom SBR's partners have established relationships. Palisades Collection, LLC, a
wholly owned subsidiary of the Company, will be offering third party collection
services to small businesses through SBR. At June 30, 2000, the Company had a
note receivable of $1.35 million to SBR.
In December 1999, a bank provided the Company with a $4.0 million line of
credit, payable on demand with interest at the prime rate plus 1%. As of June
30, 2000, there was no balance outstanding.
In March 1999, the Company borrowed funds from three financial institutions
aggregating $52.0 million and $1.0 million from a Company controlled by the
principal stockholders of the Company. Each financial institution's note is
collateralized by specific portfolios of consumer receivables acquired for
liquidation. During the year ended September 30, 1999 and the six-months ended
June 30, 2000, the Company repaid approximately $41.0 million and $11.0 million
respectively of the $52.0 million borrowed from the financial institutions.
<PAGE>
Asta Funding, Inc.
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
o A bank provided $10.0 million in exchange for a note payable with
interest at the prime rate plus 4.5% per annum and the first million
dollars collected on the portfolio after repayment of the note and
interest. As of June 30, 2000, the bank had been paid in full.
o A factoring company loaned the Company $5.0 million in exchange for a
note payable with interest at 20% per annum. As of March 31, 2000, the
factoring company had been paid in full.
o An investment banking firm provided $37.0 million in exchange for a
note payable with interest at the LIBOR rate plus 2% plus $750,000 to
be collected on a different portfolio (payable after the $5 million
note payable to the factoring company is repaid) and sharing in
subsequent collections, net of expenses of the portfolio
collateralizing this obligation. As of June 30, 2000, the note and
certain other payment obligations were satisfied in full.
In January 2000, the Company renewed its credit facility with BankAmerica (the
"Credit Facility") pursuant to which BankAmerica agreed to provide the Company
with a maximum of $4 million. The Credit Facility had a term of six months. The
outstanding principal amount of the indebtedness under the Credit Facility bears
interest at the rate of 1% per annum over BankAmerica's reference rate plus .25%
per annum on the average unused amount of the Credit Facility. At June 30, 2000,
BankAmerica had been paid in full and the Credit Facility was closed.
The Company anticipates the funds available under its current funding agreements
and its cash in the bank and credit facilities as well as funds made available
by Asta Group, Incorporated, an affiliate of the Company, and cash from
operations will be sufficient to satisfy the Company's estimated cash
requirements for at least the next 12 months. If for any reason the Company's
available cash otherwise proves to be insufficient to fund operations (because
of future changes in the industry, general economic conditions, unanticipated
increases in expenses, or other factors), the Company may be required to seek
additional funding.
<PAGE>
Asta Funding, Inc.
Form 10-QSB June 30, 2000
Part II. OTHER INFORMATION
Item 1. Legal Proceedings
As of the date of this filing, the Company was not involved in any
material litigation in which it is the defendant. The Company regularly
initiates legal proceedings as a plaintiff concerning its routine collection
activities.
Item 6. Exhibits and Reports on Form 8-K
a. The following exhibits are filed as part of this quarterly report
on form 10-QSB.
27.1 Financial Data Schedule
b. No reports on form 8-K were filed by the Company during the
quarter ended June 30, 2000.
<PAGE>
Asta Funding, Inc.
Form 10-QSB June 30, 2000
Signatures
In accordance with the requirements of the Securities Exchange Act of 1934, the
Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
ASTA FUNDING, INC.
(Registrant)
Date: August 9, 2000 By: /s/ Gary Stern
-----------------------
Gary Stern, President, Chief Executive Officer
(Principal Executive Officer)
Date: August 9, 2000 By: /s/ Mitchell Herman
-----------------------
Mitchell Herman, Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
