10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
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þ |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 |
For the quarterly period ended June 30, 2008
OR
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o |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 |
For the transition period from to
Commission file number: 0-26906
ASTA FUNDING, INC.
(Exact name of small business issuer as specified in its charter)
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DELAWARE
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22-3388607 |
(State or other jurisdiction
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(IRS Employer |
of incorporation or organization)
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Identification No.) |
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210 SYLVAN AVE., ENGLEWOOD CLIFFS, NEW JERSEY
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07632 |
(Address of principal executive offices)
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(Zip Code) |
ISSUERS TELEPHONE NUMBER: (201) 567-5648
Former name, former address and former fiscal year, if changed since last report: N/A
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such
shorter period that the registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
a non-accelerated filer, or a smaller reporting company.
See the definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer o |
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Accelerated filer þ |
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Non-accelerated filer o
(Do not check if a smaller reporting company) |
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Smaller Reporting Company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Act) Yes o No þ
As of August 6, 2008, the registrant had 14,276,158 common shares outstanding.
ASTA FUNDING, INC. AND SUBSIDIARIES
INDEX TO FORM 10-Q
2
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
ASTA FUNDING, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
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June 30, |
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September 30, |
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2008 |
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2007 |
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(Unaudited) |
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(Unaudited) |
ASSETS |
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Cash |
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$ |
2,817,000 |
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$ |
4,525,000 |
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Restricted cash |
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3,776,000 |
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|
5,694,000 |
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Consumer receivables acquired for liquidation, (at net realizable value) |
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487,004,000 |
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545,623,000 |
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Due from third party collection agencies and attorneys |
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5,106,000 |
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4,909,000 |
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Investment in venture |
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663,000 |
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2,040,000 |
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Furniture and equipment, net |
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823,000 |
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793,000 |
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Deferred income taxes |
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12,238,000 |
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12,349,000 |
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Other assets and other investments |
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4,111,000 |
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4,323,000 |
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Total assets |
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$ |
516,538,000 |
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$ |
580,256,000 |
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LIABILITIES AND STOCKHOLDERS EQUITY |
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Liabilities |
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Debt |
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$ |
251,958,000 |
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$ |
326,466,000 |
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Subordinated debt related party |
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8,270,000 |
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Other liabilities |
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4,346,000 |
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7,537,000 |
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Dividends payable |
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571,000 |
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|
557,000 |
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Income taxes payable |
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3,206,000 |
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8,161,000 |
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Total liabilities |
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268,351,000 |
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342,721,000 |
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Stockholders Equity |
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Preferred stock, $.01 par value; authorized 5,000,000; issued and
outstanding none |
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Common stock, $.01 par value; authorized 30,000,000 shares; issued
and outstanding 14,276,158 at June 30, 2008 and 13,918,158 at
September 30, 2007 |
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143,000 |
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|
139,000 |
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Additional paid-in capital |
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68,723,000 |
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65,030,000 |
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Retained earnings |
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178,714,000 |
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172,366,000 |
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Accumulated other comprehensive income |
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607,000 |
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Total stockholders equity |
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248,187,000 |
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237,535,000 |
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Total liabilities and stockholders equity |
|
$ |
516,538,000 |
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$ |
580,256,000 |
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See accompanying notes to condensed consolidated financial statements
3
ASTA FUNDING, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
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Three Months |
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Three Months |
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Nine Months |
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Nine Months |
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Ended |
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Ended |
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Ended |
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Ended |
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June 30, 2008 |
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June 30, 2007 |
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June 30, 2008 |
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June 30, 2007 |
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Revenues: |
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Finance income, net |
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$ |
23,560,000 |
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$ |
38,845,000 |
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$ |
91,573,000 |
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$ |
96,139,000 |
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Other income |
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12,000 |
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43,000 |
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156,000 |
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502,000 |
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23,572,000 |
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38,888,000 |
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91,729,000 |
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96,641,000 |
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Expenses: |
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General and administrative |
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7,615,000 |
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6,510,000 |
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20,544,000 |
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17,388,000 |
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Interest |
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3,643,000 |
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6,651,000 |
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14,295,000 |
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11,949,000 |
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Impairments |
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8,153,000 |
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43,153,000 |
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2,412,000 |
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19,411,000 |
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13,161,000 |
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77,992,000 |
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31,749,000 |
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Income before equity in (loss)
earnings in venture and income
taxes |
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4,161,000 |
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25,727,000 |
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13,737,000 |
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64,892,000 |
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Equity in (loss) earnings of venture |
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(59,000 |
) |
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50,000 |
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(137,000 |
) |
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1,025,000 |
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Income tax expense |
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1,662,000 |
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10,469,000 |
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5,553000 |
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26,731,000 |
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Net income |
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$ |
2,440,000 |
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$ |
15,308,000 |
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$ |
8,047,000 |
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$ |
39,186,000 |
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Net income per share: |
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Basic |
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$ |
0.17 |
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$ |
1.10 |
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$ |
0.57 |
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$ |
2.84 |
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Diluted |
|
$ |
0.17 |
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|
$ |
1.03 |
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$ |
0.55 |
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$ |
2.67 |
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Weighted average number of shares
outstanding: |
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|
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Basic |
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|
14,276,158 |
|
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|
13,907,554 |
|
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14,111,954 |
|
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13,794,877 |
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Diluted |
|
|
14,535,548 |
|
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|
14,819,926 |
|
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|
14,642,467 |
|
|
|
14,677,258 |
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|
|
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|
|
|
|
|
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|
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|
See accompanying notes to condensed consolidated financial statements
4
ASTA FUNDING, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY
(UNAUDITED)
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Additional |
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Accumulated |
|
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Common Stock |
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Paid-In |
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Retained |
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Other Comprehensive |
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Shares |
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|
Amount |
|
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Capital |
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Earnings |
|
|
Income |
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Total |
|
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|
|
|
|
|
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Balance, September 30,
2007 |
|
|
13,918,158 |
|
|
$ |
139,000 |
|
|
$ |
65,030,000 |
|
|
$ |
172,366,000 |
|
|
|
|
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|
$ |
237,535,000 |
|
Exercise of options |
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|
300,000 |
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|
3,000 |
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|
422,000 |
|
|
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|
|
|
|
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|
425,000 |
|
Restricted stock granted |
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|
58,000 |
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|
1,000 |
|
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|
(1,000 |
) |
|
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|
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|
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Stock based
compensation expense |
|
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|
|
|
|
|
|
|
|
731,000 |
|
|
|
|
|
|
|
|
|
|
|
731,000 |
|
Excess tax benefit
arising from exercise
of non-qualified stock
options and vesting of
restricted stock |
|
|
|
|
|
|
|
|
|
|
2,541,000 |
|
|
|
|
|
|
|
|
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|
2,541,000 |
|
Dividends declared |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,699,000 |
) |
|
|
|
|
|
|
(1,699,000 |
) |
Other comprehensive
income (net of $413,000
of tax) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
607,000 |
|
|
|
607,000 |
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,047,000 |
|
|
|
|
|
|
|
8,047,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, June 30, 2008 |
|
|
14,276,158 |
|
|
$ |
143,000 |
|
|
$ |
68,723,000 |
|
|
$ |
178,714,000 |
|
|
$ |
607,000 |
|
|
$ |
248,187,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Comprehensive income is as follows:
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Net income |
|
$ |
8,047,000 |
|
|
Other comprehensive income, net of tax |
|
|
607,000 |
|
|
|
|
|
|
Comprehensive income |
|
$ |
8,654,000 |
|
|
|
|
|
See accompanying notes to condensed consolidated financial statements
5
ASTA FUNDING, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
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|
Nine Months Ended |
|
|
Nine Months Ended |
|
|
|
June 30, 2008 |
|
|
June 30, 2007 |
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
Net income |
|
$ |
8,047,000 |
|
|
$ |
39,186,000 |
|
|
|
|
|
|
|
|
|
|
Adjustments to reconcile net income to net cash provided by operating
activities: |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
915,000 |
|
|
|
439,000 |
|
Deferred income taxes |
|
|
111,000 |
|
|
|
(4,999,000 |
) |
Impairments of consumer receivables acquired for liquidation |
|
|
43,153,000 |
|
|
|
2,412,000 |
|
Stock based compensation |
|
|
731,000 |
|
|
|
953,000 |
|
Other |
|
|
|
|
|
|
(209,000 |
) |
|
|
|
|
|
|
|
|
|
Changes in: |
|
|
|
|
|
|
|
|
Income taxes payable |
|
|
(4,955,000 |
) |
|
|
2,369,000 |
|
Due from third party collection agencies and attorneys |
|
|
(197,000 |
) |
|
|
(2,007,000 |
) |
Other assets |
|
|
(478,000 |
) |
|
|
(17,000 |
) |
Other investments |
|
|
|
|
|
|
(2,471,000 |
) |
Other liabilities |
|
|
(2,695,000 |
) |
|
|
(531,000 |
) |
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
44,632,000 |
|
|
|
35,125,000 |
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
Purchase of consumer receivables acquired for liquidation |
|
|
(48,864,000 |
) |
|
|
(402,316,000 |
) |
Principal collected on receivables acquired for liquidation |
|
|
56,757,000 |
|
|
|
94,921,000 |
|
Principal collected on receivable accounts represented by account sales |
|
|
8,355,000 |
|
|
|
22,555,000 |
|
Effect of foreign exchange on receivable accounts acquired for
liquidation |
|
|
(782,000 |
) |
|
|
|
|
Cash distribution from venture |
|
|
1,240,000 |
|
|
|
3,475,000 |
|
Loss (earnings) in venture |
|
|
137,000 |
|
|
|
(1,025,000 |
) |
Purchase of other investments |
|
|
|
|
|
|
(5,777,000 |
) |
Collections on other investments |
|
|
|
|
|
|
9,357,000 |
|
Capital expenditures |
|
|
(296,000 |
) |
|
|
(155,000 |
) |
|
|
|
|
|
|
|
Net cash provided by (used in) investing activities |
|
|
16,547,000 |
|
|
|
(278,965,000 |
) |
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
Proceeds from exercise of options |
|
|
425,000 |
|
|
|
1,254,000 |
|
Excess tax benefit arising from exercise of non-qualified options and
vesting of restricted stock |
|
|
2,541,000 |
|
|
|
680,000 |
|
Change in restricted cash |
|
|
1,918,000 |
|
|
|
|
|
Dividends paid |
|
|
(1,685,000 |
) |
|
|
(7,159,000 |
) |
(Payments) advances under lines of credit, net |
|
|
(74,508,000 |
) |
|
|
261,877,000 |
|
Advance under subordinated debt related party |
|
|
8,270,000 |
|
|
|
|
|
|
|
|
|
|
|
|
Net cash (used in) provided by financing activities |
|
|
(62,929,000 |
) |
|
|
256,652,000 |
|
|
|
|
|
|
|
|
(Decrease) increase in cash |
|
|
(1,750,000 |
) |
|
|
12,812,000 |
|
Effect of foreign exchange on cash |
|
|
42,000 |
|
|
|
|
|
Cash at the beginning of period |
|
|
4,525,000 |
|
|
|
7,826,000 |
|
|
|
|
|
|
|
|
Cash at end of period |
|
$ |
2,817,000 |
|
|
$ |
20,638,000 |
|
|
|
|
|
|
|
|
Supplemental disclosure of cash flow information: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid during the period |
|
|
|
|
|
|
|
|
Interest |
|
$ |
14,657,000 |
|
|
$ |
9,121,000 |
|
Income taxes |
|
$ |
8,233,000 |
|
|
$ |
28,655,000 |
|
See accompanying notes to condensed consolidated financial statements.
6
ASTA FUNDING, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1: Business and Basis of Presentation
Business
Asta Funding, Inc., together with its wholly owned subsidiaries, (the Company) is engaged in
the business of purchasing, managing for its own account and servicing distressed consumer
receivables, including charged-off receivables, semi-performing receivables and performing
receivables. Charged-off receivables are accounts that have been written-off by the originators and
may have been previously serviced by collection agencies. Semi-performing receivables are accounts
where the debtor is currently making partial or irregular monthly payments, but the accounts may
have been written-off by the originators. Performing receivables are accounts where the debtor is
making regular monthly payments that may or may not have been delinquent in the past. Distressed
consumer receivables are the unpaid debts of individuals to banks, finance companies and other
credit providers. A large portion of the Companys distressed consumer receivables are
MasterCard(R), Visa(R), other credit card accounts and telecommunication accounts which were
charged-off by the issuers for non-payment. The Company acquires these portfolios at substantial
discounts from their face values. The discounts are based on the characteristics (issuer, account
size, debtor location and age of debt) of the underlying accounts of each portfolio.
Basis of Presentation
The condensed consolidated balance sheets as of June 30, 2008, and the consolidated balance
sheets as of September 30, 2007, (the September 30, 2007 financial information included in this
report has been extracted from our audited financial statements included in our Annual Report on
Form 10-K and Report on Form 10-K/A), the condensed consolidated statements of operations for the
nine and three month periods ended June 30, 2008 and 2007, the condensed consolidated statement of
stockholders equity as of and for the nine months ended June 30, 2008 and the condensed
consolidated statements of cash flows for the nine month periods ended June 30, 2008 and 2007, have
been prepared by us without an audit. In the opinion of management, all adjustments (which include
only normal recurring adjustments) necessary to present fairly our financial position at June 30,
2008 and September 30, 2007, the results of operations for the nine and three month periods ended
June 30, 2008 and 2007 and cash flows for the nine month periods ended June 30, 2008 and 2007 have
been made. The results of operations for the nine and three month periods ended June 30, 2008 and
2007 are not necessarily indicative of the operating results for any other interim period or the
full fiscal year.
The accompanying unaudited condensed consolidated financial statements have been prepared in
accordance with Rule 10-01 of Regulation S-X promulgated by the Securities and Exchange Commission
(SEC or the Commission) and therefore do not include all information and note disclosures
required under generally accepted accounting principles. 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-K and Form 10-K/A for the fiscal year ended September 30, 2007 filed with the
SEC.
The preparation of financial statements in conformity with accounting principles generally
accepted in the United States of America (US GAAP) 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. Actual results could differ from those estimates
including managements estimates of future cash flows and the allocation of collections between
principal and interest resulting therefrom.
Recent Accounting Pronouncements
In May 2008, the Financial Accounting Standards Board (FASB) issued FASB Statement No. 163
Accounting for Financial Guarantee Insurance Contractsan interpretation of FASB Statement No. 60
(FASB Statement No. 163).
FASB Statement No. 163 requires that an insurance enterprise recognize a claim liability prior
to an event of default (insured event) when there is evidence that credit deterioration has
occurred in an insured financial obligation. This Statement also clarifies how Statement 60 applies
to financial guarantee insurance contracts, including the recognition and measurement to be used to
account for premium revenue and claim liabilities. Those clarifications will increase comparability
in financial reporting of financial guarantee insurance contracts by insurance enterprises. This
Statement requires expanded disclosures about financial guarantee insurance contracts. The
accounting and disclosure requirements of the Statement will improve the quality of information
provided to users of financial statements.
This Statement is effective for financial statements issued for fiscal years beginning after
December 15, 2008, and all interim periods within those fiscal years, except for some disclosures
about the insurance enterprises risk-management activities. It is expected that FASB Statement No. 163
will not impact the Company.
7
ASTA FUNDING, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Unaudited)
Note 1: Business and Basis of Presentation (continued)
In March 2008, the FASB issued FASB Statement No. 161 Disclosures about Derivative Instruments
and Hedging Activitiesan amendment of FASB Statement No. 133. This Statement requires enhanced
disclosures about an entitys derivative and hedging activities and thereby improves the
transparency of financial reporting providing users of financial statements with an enhanced
understanding of (i) how and why an entity uses derivative instruments, (ii) how derivative
instruments and related hedged items are accounted for under Financial Accounting Standards No. 133
Accounting for Derivative Instruments and Hedging Activities and its related interpretations and
(iii) how derivative instruments and related hedged items affect an entitys financial position,
financial performance, and cash flows. This Statement is effective for financial statements issued
for fiscal years and interim periods beginning after November 15, 2008, with early application
encouraged. This Statement encourages, but does not require, comparative disclosures for earlier
periods at initial adoption. The adoption of this statement is not
expected to impact the Company.
In December 2007 the SEC issued SAB 110 (SAB 110). This staff
accounting bulletin (SAB) expresses the views of the staff regarding the use of a simplified
method, as discussed in SAB No. 107 (SAB 107), in developing an estimate of expected term of
plain vanilla share options in accordance with FASB
Statement No.
123 (revised 2004), Share-Based Payment . In particular, the staff indicated in SAB 107 that it
will accept a companys election to use the simplified method, regardless of whether the company
has sufficient information to make more refined estimates of expected term. At the time SAB 107 was
issued, the staff believed that more detailed external information about employee exercise behavior
(e.g., employee exercise patterns by industry and/or other categories of companies) would, over
time, become readily available to companies. Therefore, the staff stated in SAB 107 that it would
not expect a company to use the simplified method for share option grants after December 31, 2007.
The staff understands that such detailed information about employee exercise behavior might not be
widely available by December 31, 2007. Accordingly, the staff will continue to accept, under
certain circumstances, the use of the simplified method beyond December 31, 2007. This SAB does not
have a material impact on the Company.
In November 2007 the
SEC issued SAB No. 109 (SAB 109) which expresses
the staff views regarding written loan commitments that are accounted for at fair value through
earnings under generally accepted accounting principles. SAB No. 105, Application of Accounting
Principles to Loan Commitments (SAB 105), provided the views of the staff regarding derivative
loan commitments that are accounted for at fair value through earnings pursuant to FASB statement No. 133, Accounting for Derivative Instruments and Hedging
Activities. SAB 105 stated that in measuring the fair value of a derivative loan commitment, the
staff believed it would be inappropriate to incorporate the expected net future cash flows related
to the associated servicing of the loan. This SAB supersedes SAB 105 and expresses the current view
of the staff that, consistent with the guidance in Statement of Financial Accounting Standards No.
156, Accounting for Servicing of Financial Assets, and Statement of Financial Accounting Standards
No. 159, The Fair Value Option for Financial Assets and Financial Liabilities, the expected net
future cash flows related to the associated servicing of the loan should be included in the
measurement of all written loan commitments that are accounted for at fair value through earnings.
SAB 105 also indicated that the staff believed that internally-developed intangible assets (such as
customer relationship intangible assets) should not be recorded as part of the fair value of a
derivative loan commitment. This SAB retains that staff view and broadens its application to all
written loan commitments that are accounted for at fair value through earnings. The adoption of SAB
No. 109 will not have any impact on the Company.
In February 2007, the FASB issued FASB Statement No. 159, The Fair Value Option for Financial
Assets and Financial Liabilities Including an amendment of FASB Statement No. 115 . This
Statement permits entities to choose to measure many financial instruments and certain other items
at fair value. The objective is to improve financial reporting by providing entities with the
opportunity to mitigate volatility in reported earnings caused by measuring related assets and
liabilities differently without having to apply complex hedge accounting provisions. This Statement
is expected to expand the use of fair value measurement, which is consistent with the Boards
long-term measurement objectives for accounting for financial instruments. This Statement is
effective for the Companys fiscal year that begins October 1, 2008. We do not believe this
statement, when adopted, will have a material impact on the Company.
8
ASTA FUNDING, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Continued
(Unaudited)
Note 1: Business and Basis of Presentation (continued)
In September 2006, the FASB issued FASB Statement No. 157, Fair Value Measurements (FASB
Statement No. 157). This Statement defines fair value, establishes a framework for measuring fair
value in generally accepted accounting principles (GAAP), and expands disclosures about fair value
measurements. This Statement applies under other accounting pronouncements that require or permit
fair value measurements, the Board having previously concluded in those accounting pronouncements
that fair value is the relevant measurement attribute. Accordingly, this Statement does not require
any new fair value measurements. FASB Statement No. 157 will be effective for our financial statements issued for our fiscal year beginning October
1, 2008. The adoption of this statement is not expected to impact the Company.
Reclassification
Certain items in prior years financial statements have been reclassified to conform to
current periods presentation.
Note 2: Principles of Consolidation
The condensed consolidated financial statements include the accounts of the Company and its
wholly owned and majority owned subsidiaries. The Companys investment in a venture, representing a
25% interest, is accounted for using the equity method. All significant intercompany balances and
transactions have been eliminated in consolidation. Foreign exchange translation effects on
intercompany balances are recorded as accumulated other comprehensive income in the stockholders
equity section.
Note 3: Consumer Receivables Acquired for Liquidation
Prior to October 1, 2005, the Company accounted for its investment in finance receivables
using the interest method under the guidance of Practice Bulletin 6, Amortization of Discounts on
Certain Acquired Loans. Effective October 1, 2005, the Company adopted and began to account for
its investment in finance receivables using the interest method under the guidance of AICPA
Statement of Position 03-3, Accounting for Loans or Certain Securities Acquired in a Transfer
(SOP 03-3). Practice Bulletin 6 was amended by SOP 03-3. Under the guidance of SOP 03-3 (and the
amended Practice Bulletin 6), static pools of accounts are established. These pools are aggregated
based on certain common risk criteria. Each static pool is recorded at cost and is accounted for as
a single unit for the recognition of income, principal payments and loss provision.
Once a static pool is established for a quarter, individual receivable accounts are not added
to the pool (unless replaced by the seller) or removed from the pool (unless sold or returned to
the seller). SOP 03-3 (and the amended Practice Bulletin 6) requires that the excess of the
contractual cash flows over expected cash flows not be recognized as an adjustment of revenue or
expense or on the balance sheet. SOP 03-3 initially freezes the internal rate of return, referred
to as IRR, estimated when the accounts receivable are purchased, as the basis for subsequent
impairment testing. Significant increases in actual or expected future cash flows may be recognized
prospectively through an upward adjustment of the IRR over a portfolios remaining life. Any
increase to the IRR then becomes the new benchmark for impairment testing. Effective for fiscal
years beginning October 1, 2005 under SOP 03-3 and the amended Practice Bulletin 6, rather than
lowering the estimated IRR if the collection estimates are not received or projected to be
received, the carrying value of a pool would be written down to maintain the then current IRR.
Impairments on 11 portfolios of receivables totaling approximately $43.2 million were recorded
during the nine months ended June 30, 2008. Impairments on three portfolios of receivables
totaling approximately $2.4 million were recorded during the nine months ended June 30, 2007. 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
portfolios cost. Revenue arising from collections in excess of anticipated amounts attributable to
timing differences is deferred until such time as a review results in a change in the expected cash
flows. The estimated future cash flows are reevaluated quarterly.
The Company uses the cost recovery method when collections
on a particular pool of accounts cannot be reasonably predicted. Under the cost recovery method, no income is recognized until the cost of the portfolio has
been fully recovered. A pool can become fully amortized (zero carrying balance on the balance
sheet) while still generating cash collections. In this case, all cash collections are recognized
as revenue when received.
9
ASTA FUNDING, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Continued
(Unaudited)
Note 3: Consumer Receivables Acquired for Liquidation (continued)
The Company accounts for its investments in consumer receivable portfolios, using either:
|
|
|
the interest method; or |
|
|
|
|
the cost recovery method. |
The Companys extensive liquidating experience is in the field of distressed credit card
receivables, telecom receivables, consumer loan receivables, retail installment contracts, mixed
consumer receivables, and auto deficiency receivables. The Company uses the interest method for
accounting for a vast majority of asset acquisitions within these classes of receivables when it
believes it can reasonably estimate the timing of the cash flows. In those situations where the
Company diversifies its acquisitions into other asset classes where the Company does not possess
the same expertise or history, or the Company cannot reasonably estimate the timing of the cash
flows, the Company utilizes the cost recovery method of accounting for those portfolios of
receivables.
Over time, as the Company continues to purchase asset classes in which it believes it has the
requisite expertise and experience, the Company is more likely to utilize the interest method to
account for such purchases.
Prior to October 1, 2005, the Company accounted for its investment in finance receivables
using the interest method under the guidance of Practice Bulletin 6. Each purchase was treated as a
separate portfolio of receivables and was considered a separate financial investment, and
accordingly the Company did not aggregate such loans under Practice Bulletin 6 notwithstanding that
the underlying collateral may have had similar characteristics. After SOP 03-3 was adopted by the
Company beginning with the Companys fiscal year beginning October 1, 2005, the Company began to
aggregate portfolios of receivables acquired sharing specific common characteristics which were
acquired within a given quarter. The Company currently considers for aggregation portfolios of
accounts, purchased within the same fiscal quarter, that generally meet the following
characteristics:
|
|
|
Same issuer/originator; |
|
|
|
|
Same underlying credit quality; |
|
|
|
|
Similar geographic distribution of the accounts; |
|
|
|
|
Similar age of the receivable; and |
|
|
|
|
Same type of asset class (credit cards, telecom etc.) |
The Company uses a variety of qualitative and quantitative factors to estimate collections and
the timing thereof. This analysis includes the following variables:
|
|
|
The number of collection agencies previously attempting to collect the receivables in the portfolio; |
|
|
|
|
The average balance of the receivables, as higher balances might be more difficult to collect while
low balances might not be cost effective to collect; |
|
|
|
|
The age of the receivables, as older receivables might be more difficult to collect or might be
less cost effective. On the other hand, the passage of time, in certain circumstances, might result
in higher collections due to changing life events of some individual debtors; |
|
|
|
|
Past history of performance of similar assets; |
|
|
|
|
Number of days since charge-off; |
|
|
|
|
Payments made since charge-off; |
|
|
|
|
The credit originator and its credit guidelines; |
|
|
|
|
Our ability to analyze accounts and resell accounts that meet our criteria for resale; |
|
|
|
|
The locations of the debtors, as there are better states to attempt to collect in and ultimately
the Company has better predictability of the liquidations and the expected cash flows. Conversely,
there are also states where the liquidation rates are not as favorable and that is factored into
our cash flow analysis; |
|
|
|
|
Jobs or property of the debtors found within portfolios. In our business model, this is of
particular importance. Debtors with jobs or property are more likely to repay their obligation and
conversely, debtors without jobs or property are less likely to repay their obligation; and |
|
|
|
|
The ability to obtain customer statements from the original issuer.
|
10
ASTA FUNDING, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Continued
(Unaudited)
Note 3: Consumer Receivables Acquired for Liquidation (continued)
In the third quarter ended June 30, 2008, the Company discontinued using the interest method for
income recognition under SOP 03-3 for the purchase of $6.9 billion in face value receivables for a
purchase price of $300 million in March 2007 (the Portfolio Purchase). The recognition of income
under SOP 03-3 is dependent on the Company having the ability to develop reasonable expectations of
both the timing and amount of cash flows to be collected. In the event the Company cannot develop a
reasonable expectation as to both the timing and amount of cash flows expected to be collected, SOP
03-3 permits the use or the change to the cost recovery method. Due to uncertainties related to the
timing of the collections of the older judgments purchased in this portfolio as a result of the
economic environment, the lack of reasonable delivery of media
requests, the lack of validation of
certain account components, the sale of the primary servicer, (which was commonly owned by the
seller), the Company determined that it no longer has the ability to develop a reasonable
expectation of the timing of the cash flows to be collected and therefore, transferred the
Portfolio Purchase to the cost recovery method, and the Company will recognize income only after it
has recovered its carrying value, which, as of June 30, 2008 was $219 million. If the Portfolio
Purchase had not been transferred to the cost recovery method, the anticipated finance income of
approximately $7.3 million would have been recognized during the third quarter of fiscal year 2008.
The Company obtains and utilizes, as appropriate, input from our third party collection
agencies and attorneys, as further evidentiary matter, to assist in evaluating and developing
collection strategies and in evaluating and modeling the expected cash flows for a given portfolio.
11
ASTA FUNDING, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Continued
(Unaudited)
Note 3: Consumer Receivables Acquired for Liquidation (continued)
The following tables summarize the changes in the balance sheet of the investment in consumer
receivables acquired for liquidation during the following periods:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For The Nine Months Ended June 30, 2008 |
|
|
|
|
|
|
|
Cost |
|
|
|
|
|
|
Interest |
|
|
Recovery |
|
|
|
|
|
|
Method |
|
|
Method |
|
|
Total |
|
Balance, beginning of period |
|
$ |
508,515,000 |
|
|
$ |
37,108,000 |
|
|
$ |
545,623,000 |
|
Acquisitions of receivable portfolios, net |
|
|
25,622,000 |
|
|
|
23,242,000 |
|
|
|
48,864,000 |
|
Net cash collections from collections of
consumer receivables acquired for
liquidation (1) |
|
|
(130,572,000 |
) |
|
|
(10,633,000 |
) |
|
|
(141,205,000 |
) |
Net cash collections represented by
accounts sales of consumer receivables
acquired for liquidation |
|
|
(15,480,000 |
) |
|
|
|
|
|
|
(15,480,000 |
) |
Transfer to cost recovery (2) |
|
|
(208,693,000 |
) |
|
|
208,693,000 |
|
|
|
|
|
Impairments |
|
|
(43,153,000 |
) |
|
|
|
|
|
|
(43,153,000 |
) |
Effect of foreign currency translation |
|
|
|
|
|
|
782,000 |
|
|
|
782,000 |
|
Finance income recognized (3) |
|
|
90,624,000 |
|
|
|
949,000 |
|
|
|
91,573,000 |
|
|
|
|
|
|
|
|
|
|
|
Balance, end of period |
|
$ |
226,863,000 |
|
|
$ |
260,141,000 |
|
|
$ |
487,004,000 |
|
|
|
|
|
|
|
|
|
|
|
Revenue as a percentage of collections |
|
|
62.0 |
% |
|
|
8.9 |
% |
|
|
58.4 |
% |
|
|
|
(1) |
|
Includes the put back of a portfolio purchased and returned to the seller
in the amount of $2.8 million in the first quarter of fiscal year 2008. |
|
(2) |
|
The Company purchased $6.9 billion in face value receivables for a
purchase price of $300 million in March 2007 (the Portfolio Purchase).
During the quarter ending June 30, 2008, the Company transferred the
carrying value of the Portfolio Purchase from the interest method to the
cost recovery method. |
|
(3) |
|
Includes $34.2 million derived from fully amortized interest method pools. |
12
ASTA FUNDING, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Continued
(Unaudited)
Note 3: Consumer Receivables Acquired for Liquidation (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For The Nine Months Ended June 30, 2007 |
|
|
|
|
|
|
|
Cost |
|
|
|
|
|
|
Interest |
|
|
Recovery |
|
|
|
|
|
|
Method |
|
|
Method |
|
|
Total |
|
Balance, beginning of period |
|
$ |
256,199,000 |
|
|
$ |
1,076,000 |
|
|
$ |
257,275,000 |
|
Acquisitions of receivable portfolios, net |
|
|
356,884,000 |
|
|
|
45,432,000 |
|
|
|
402,316,000 |
|
Net cash collections from collections of
consumer receivables acquired for
liquidation (1) |
|
|
(164,829,000 |
) |
|
|
(8,020,000 |
) |
|
|
(172,849,000 |
) |
Net cash collections represented by
account sales of consumer receivables
acquired for liquidation |
|
|
(36,519,000 |
) |
|
|
(4,247,000 |
) |
|
|
(40,766,000 |
) |
Transfer to cost recovery (2) |
|
|
(4,478,000 |
) |
|
|
4,478,000 |
|
|
|
|
|
Impairments |
|
|
(2,412,000 |
) |
|
|
|
|
|
|
(2,412,000 |
) |
Finance income recognized (3) |
|
|
94,168,000 |
|
|
|
1,971,000 |
|
|
|
96,139,000 |
|
|
|
|
|
|
|
|
|
|
|
Balance, end of period |
|
$ |
499,013,000 |
|
|
$ |
40,690,000 |
|
|
$ |
539,703,000 |
|
|
|
|
|
|
|
|
|
|
|
Revenue as a percentage of collections |
|
|
46.8 |
% |
|
|
16.1 |
% |
|
|
45.0 |
% |
|
|
|
(1) |
|
Includes put backs of purchased accounts returned to the seller totaling $5.5 million. |
|
(2) |
|
Represents a portfolio acquired during the three months ended December 31, 2006 which
the Company returned to the seller.on July 31, 2007. |
|
(3) |
|
Includes $11.1 million derived from fully amortized interest method pools. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For The Three Months Ended June 30, 2008 |
|
|
|
|
|
|
|
Cost |
|
|
|
|
|
|
Interest |
|
|
Recovery |
|
|
|
|
|
|
Method |
|
|
Method |
|
|
Total |
|
Balance, beginning of period |
|
$ |
460,623,000 |
|
|
$ |
51,633,000 |
|
|
$ |
512,256,000 |
|
Acquisitions of receivable portfolios, net |
|
|
5,467,000 |
|
|
|
2,090,000 |
|
|
|
7,557,000 |
|
Net cash collections from collections of
consumer receivables acquired for
liquidation |
|
|
(42,869,000 |
) |
|
|
(3,303,000 |
) |
|
|
(46,172,000 |
) |
Net cash collections represented by
account sales of consumer receivables
acquired for liquidation |
|
|
(2,826,000 |
) |
|
|
|
|
|
|
(2,826,000 |
) |
Transfer to cost recovery (1) |
|
|
(208,693,000 |
) |
|
|
208,693,000 |
|
|
|
|
|
Impairments |
|
|
(8,153,000 |
) |
|
|
|
|
|
|
(8,153,000 |
) |
Effect of foreign currency translation |
|
|
|
|
|
|
782,000 |
|
|
|
782,000 |
|
Finance income recognized (2) |
|
|
23,314,000 |
|
|
|
246,000 |
|
|
|
23,560,000 |
|
|
|
|
|
|
|
|
|
|
|
Balance, end of period |
|
$ |
226,863,000 |
|
|
$ |
260,141,000 |
|
|
$ |
487,004,000 |
|
|
|
|
|
|
|
|
|
|
|
Revenue as a percentage of collections |
|
|
51.0 |
% |
|
|
7.4 |
% |
|
|
48.1 |
% |
|
|
|
(1) |
|
Represents the transfer of the carrying value of the Portfolio Purchase
from the interest method to the cost recovery method. |
|
(2) |
|
Includes $10.4 million derived from fully amortized interest method pools. |
13
ASTA FUNDING, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Continued
(Unaudited)
Note 3: Consumer Receivables Acquired for Liquidation (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For The Three Months Ended June 30, 2007 |
|
|
|
|
|
|
|
Cost |
|
|
|
|
|
|
Interest |
|
|
Recovery |
|
|
|
|
|
|
Method |
|
|
Method |
|
|
Total |
|
Balance, beginning of period |
|
$ |
522,345,000 |
|
|
$ |
41,389,0000 |
|
|
$ |
563,734,000 |
|
Acquisitions of receivable portfolios, net |
|
|
11,086,000 |
|
|
|
4,548,000 |
|
|
|
15,634,000 |
|
Net cash collections from collections of
consumer receivables acquired for
liquidation (1) |
|
|
(62,814,000 |
) |
|
|
(5,931,000 |
) |
|
|
(68,745,000 |
) |
Net cash collections represented by
account sales of consumer receivables
acquired for liquidation |
|
|
(9,765,000 |
) |
|
|
|
|
|
|
(9,765,000 |
) |
Finance income recognized (2) |
|
|
38,161,000 |
|
|
|
684,000 |
|
|
|
38,845,000 |
|
|
|
|
|
|
|
|
|
|
|
Balance, end of period |
|
$ |
499,013,000 |
|
|
$ |
40,690,000 |
|
|
$ |
539,703,000 |
|
|
|
|
|
|
|
|
|
|
|
Revenue as a percentage of collections |
|
|
52.6 |
% |
|
|
11.5 |
% |
|
|
49.5 |
% |
|
|
|
(1) |
|
Includes put backs of purchased accounts returned to the seller totaling $5.5 million. |
|
(2) |
|
Includes $5.6 million derived from fully amortized interest method pools. |
As of June 30, 2008 the Company had $487,004,000 in consumer receivables acquired for
liquidation, of which $226,863,000 are accounted for on the interest method. During the quarter
ended June 30, 2008, the Company transferred the carrying value of the Portfolio Purchase from the
interest method to the cost recovery method. The following reflects the transfer of the Portfolio
Purchase. Based upon current projections, net cash collections, applied to principal for interest
method portfolios will be as follows for the twelve months in the periods ending:
|
|
|
|
|
September 30, 2008 (three months ending) |
|
$ |
29,680,000 |
|
September 30, 2009 |
|
|
94,269,000 |
|
September 30, 2010 |
|
|
71,763,000 |
|
September 30, 2011 |
|
|
28,726,000 |
|
September 30, 2012 |
|
|
6,920,000 |
|
September 30, 2013 |
|
|
392,000 |
|
|
|
|
|
|
|
|
231,750,000 |
|
Cash collections in advance of projected amounts (deferred revenue) |
|
|
(4,887,000 |
) |
|
|
|
|
Total |
|
$ |
226,863,000 |
|
|
|
|
|
14
ASTA FUNDING, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Continued
(Unaudited)
Note 3: Consumer Receivables Acquired for Liquidation (continued)
Accretable yield represents the amount of income the Company can expect to generate over the
remaining life of its existing interest method portfolios based on estimated future net cash flows
as of June 30, 2008. The Company adjusts the accretable yield upward when it believes, based on
available evidence, that portfolio collections will exceed amounts previously estimated. Changes in
accretable yield for the nine and three months ended June 30, 2008 and 2007 are as follows:
|
|
|
|
|
|
|
|
|
|
|
Nine Months |
|
|
Nine Months |
|
|
|
Ended |
|
|
Ended |
|
|
|
June 30, 2008 |
|
|
June 30, 2007 |
|
Balance at beginning of period |
|
$ |
176,615,000 |
|
|
$ |
148,900,000 |
|
|
|
|
|
|
|
|
|
|
Income recognized on finance receivables, net |
|
|
(67,337,000 |
) |
|
|
(94,168,000 |
) |
Additions representing expected revenue from purchases |
|
|
9,237,000 |
|
|
|
135,224,000 |
|
Transfers to cost recovery (1) |
|
|
(100,475,000 |
) |
|
|
|
|
Reclassifications from nonaccretable difference |
|
|
51,530,000 |
|
|
|
18,754,000 |
|
|
|
|
|
|
|
|
Balance at end of period |
|
$ |
69,570,000 |
|
|
$ |
208,710,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months |
|
|
Three Months |
|
|
|
Ended |
|
|
Ended |
|
|
|
June 30, 2008 |
|
|
June 30, 2007 |
|
Balance at beginning of period |
|
$ |
189,434,000 |
|
|
$ |
231,971,000 |
|
|
|
|
|
|
|
|
|
|
Income recognized on finance receivables, net |
|
|
(20,289,000 |
) |
|
|
(38,161,000 |
) |
Additions representing expected revenue from purchases |
|
|
1,915,000 |
|
|
|
3,654,000 |
|
Transfers to cost recovery (1) |
|
|
(100,475,000 |
) |
|
|
|
|
Reclassifications from nonaccretable difference |
|
|
(1,015,000 |
) |
|
|
11,246,000 |
|
|
|
|
|
|
|
|
Balance at end of period |
|
$ |
69,570,000 |
|
|
$ |
208,710,000 |
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Represents the remaining finance income expected on the Portfolio Purchase which was
transferred from the interest method to the cost recovery method during the quarter ended June 30,
2008. |
During the three and nine month periods ended June 30, 2008, the Company purchased $289.2
million and $1.6 billion, respectively, of face value of charged-off consumer receivables at a cost
of $7.6 million and $48.9 million, respectively, including $8.6 million invested in a portfolio
domiciled in South America during the first quarter of 2008. Approximately half of the portfolios
purchased in the nine months ended June 30, 2008 are classified under the interest method. At June
30, 2008, the estimated remaining net collections on the receivables purchased in the nine months
ended June 30, 2008 is $28.0 million, of which $20.7 million represents principal.
We record collections received from third party collection agencies and attorneys net of
commissions and fees. The following table summarizes collections on a gross basis, less commissions
and direct costs for the nine and three month periods ended June 30, 2008 and 2007, respectively.
|
|
|
|
|
|
|
|
|
|
|
For The Nine Months Ended June 30, |
|
|
|
2008 |
|
|
2007 |
|
Gross collections (1) |
|
$ |
254,833,000 |
|
|
$ |
304,692,000 |
|
|
|
|
|
|
|
|
|
|
Commissions and fees (2) |
|
|
98,148,000 |
|
|
|
91,077,000 |
|
|
|
|
|
|
|
|
|
Net collections |
|
$ |
156,685,000 |
|
|
$ |
213,615,000 |
|
|
|
|
|
|
|
|
15
ASTA FUNDING, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Continued
(Unaudited)
Note 3: Consumer Receivables Acquired for Liquidation (continued)
|
|
|
|
|
|
|
|
|
|
|
For The Three Months Ended June 30, |
|
|
|
2008 |
|
|
2007 |
|
|
|
|
|
|
|
|
Gross collections (1) |
|
$ |
78,145,000 |
|
|
$ |
111,877,000 |
|
|
|
|
|
|
|
|
|
|
Commissions and fees (2) |
|
|
29,147,000 |
|
|
|
33,367,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net collections |
|
$ |
48,998,000 |
|
|
$ |
78,510,000 |
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Gross collections include: collections from third-party collection
agencies and attorneys, collections from our in-house efforts and
collections represented by account sales. In addition, 2007 includes
put backs of purchased accounts returned to the seller totaling $5.5
million in 2007. |
|
(2) |
|
Commissions and fees are the contractual commission earned by third
party collection agencies and attorneys, and direct costs associated
with the collection effort- generally court costs. |
Note 4: Acquisition and Investment in Venture
In October 2007, through a newly formed subsidiary, the Company acquired a portfolio of
consumer receivables domiciled in South America. The investment in the subsidiary company,
substantially all of which was applied to the cost of the portfolio, was approximately $8.6 million
in cash. The portfolio is classified under the cost recovery method. Collections since inception
have been approximately $503,000.
In August 2006, the Company acquired a 25% interest in a newly formed venture for $7.8
million. The Company accounts for its investment in the venture using the equity method. This
venture is in business to liquidate the assets of a retail business which it acquired through
bankruptcy proceedings. It is anticipated the liquidation will be completed over the next 6 to 12
months. From its inception through June 30, 2008, the venture made distributions to the Company of
$7.8 million. The distributions received have covered our original investment in the venture.
Note 5: Furniture and Equipment
Furniture and equipment consist of the following as of the dates indicated:
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
|
September 30, |
|
|
|
2008 |
|
|
2007 |
|
Furniture |
|
$ |
310,000 |
|
|
$ |
307,000 |
|
Leasehold improvements |
|
|
105,000 |
|
|
|
|
|
Equipment |
|
|
2,681,000 |
|
|
|
2,534,000 |
|
|
|
|
|
|
|
|
|
|
|
3,096,000 |
|
|
|
2,841,000 |
|
Less accumulated depreciation |
|
|
2,273,000 |
|
|
|
2,048,000 |
|
|
|
|
|
|
|
|
Balance, end of period |
|
$ |
823,000 |
|
|
$ |
793,000 |
|
|
|
|
|
|
|
|
Note 6: Debt
On July 11, 2006, the Company entered into the Fourth Amended and Restated Loan Agreement with
a consortium of banks, and as a result the credit facility increased to $175 million, up from $125
million with an expandable feature which allows the Company the ability to increase the line to
$225 million with the consent of the banks. The line of credit bears interest at the lesser of
LIBOR plus an applicable margin, or the prime rate minus an applicable margin based on certain
leverage ratios. The credit line is collateralized by all portfolios of consumer receivables
acquired for liquidation, other than the Portfolio Purchase, discussed below, 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. The term of
the agreement is three years. The applicable rate at June 30, 2008 and 2007 was 5.00% and 8.25%,
respectively. The average interest rate excluding unused credit line fees for the nine month period
ended
16
ASTA FUNDING, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Continued
(Unaudited)
Note 6: Debt (continued)
June 30, 2008 and 2007, respectively, was 6.37% and 7.24%. The outstanding balance on this line of
credit was approximately $114.3 million as of June 30, 2008.
On December 4, 2007, the Company signed the Sixth Amendment to the Fourth Amended and Restated
Loan Agreement (the Credit Agreement) with a consortium of banks that temporarily increased the
total revolving loan commitment from $175 million to $185 million. The temporary increase of $10
million was required to be repaid by February 29, 2008. This temporary increase was not used.
In March 2007, Palisades Acquisition XVI, LLC (Palisades XVI), a subsidiary of the Company,
borrowed approximately $227 million under a new Receivables
Financing Agreement (Receivable Financing Agreement), as amended in July
2007, December 2007 and May 2008, with a major financial institution, in order to finance the
Portfolio Purchase. The Portfolio Purchase had a purchase price of $300 million (plus 20% of net
payments after Palisades XVI recovers 150% of its purchase price plus cost of funds). The debt is
full recourse only to Palisades XVI. The original term of the agreement was three years. This term
was extended by the second and third amendments to the Receivable Financing Agreement as discussed
below. Proceeds received as a result of the net collections from the Portfolio Purchase are applied
to interest and principal of the underlying loan. The Portfolio Purchase is serviced by Palisades
Collection LLC, a wholly owned subsidiary of the Company, which has engaged unaffiliated
subservicers for a majority of the Portfolio Purchase. As of June 30, 2008, the outstanding balance
on this loan was approximately $148.3 million.
At September 30, 2007, Palisades XVI was required to remit an additional $13.1 million to its
lender in order to be in compliance under the Receivable Financing Agreement. The Company
facilitated the ability of Palisades XVI to make this payment by borrowing $13.1 million under its
current revolving credit facility and causing another of its subsidiaries to purchase a portion of
the Portfolio Purchase from Palisades XVI at a price of $13.1 million prior to the measurement date
under the Receivable Financing Agreement.
On
December 27, 2007, Palisades XVI entered into the second
amendment to its Receivable
Financing Agreement. As the actual collections had been slower than the minimum collections
scheduled under the original agreement, coupled with contemplated sales of accounts which had not
occurred, the lender and Palisades XVI agreed to an extended amortization schedule which did not
contemplate the sales of accounts. The effect of this reduction was to extend the payments of the
loan from approximately 25 months to approximately 31 months from the amendment date. The lender
charged Palisades XVI a fee of $475,000 which was paid on January 10, 2008. The fee was capitalized
and is being amortized over the remaining life of the Receivables Financing Agreement.
On
May 19, 2008, Palisades XVI entered into the third amendment to its Receivable Financing
Agreement. As the actual collections on the Portfolio Purchase continued to be slower than the
minimum collections scheduled under the second amendment, the lender and Palisades XVI agreed to a
more extended amortization schedule than the schedule determined in connection with the second
amendment. The effect of this reduction is to extend the payments of the loan which is now
scheduled to be repaid by December 2010, approximately nine months longer than the original term.
The lender also increased the interest rate from 170 basis points over LIBOR to approximately 320
basis points over LIBOR, subject to automatic reduction in the future if additional capital
contributions are made by the parent of Palisades XVI. The applicable rate was 6.24% and 6.99% at
June 30, 2008 and June 30, 2007, respectively. The average interest rate of the Receivable Financing Agreement was 6.27% for the nine months ended
June 30, 2008. In addition, on May 19, 2008, the Company
entered into in an amended and restated Service Agreement among
Palisades XVI, Palisades Collection, L.L.C. and the Bank of
Montreal (the Service Agreement). The amendment calls
for increased documentation, responsibilities and approvals of
subservcers engaged by Palisades Collection L.L.C. While the
June 30, 2008 date for the completion of these items to be
resolved has passed, the parties have been involved in good faith
negotiations to complete the requirements under this amendment and
the Company believes this matter will be resolved in the near future.
The
aggregate minimum repayment obligations required under the third
amendment to the
Receivable Financing Agreement entered into on May 19, 2008 with Palisades Acquisition XVI
including interest and principal from July 1, 2008 for the balance of the fiscal year ending
September 30, 2008 and for fiscal years ending September 30, 2009 and September 30, 2010 are $12.3
million, $67.0 million, and $75.0 million, respectively. As the payments are to be made on a
monthly basis and the minimums are based on averages, these minimums could vary somewhat. While the
Company believes it will be able to make all payments due under the new payment schedule, the
Company also believes that if it fails to do so, it will be required to sell the Portfolio Purchase
or may be subject to a foreclosure on the Portfolio Purchase.
17
ASTA FUNDING, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Continued
(Unaudited)
Note 6: Debt (continued)
On April 29, 2008, the Company obtained a subordinated loan pursuant to a subordinated
promissory note from Asta Group, Inc. (the Family Entity). The Family Entity is a greater than 5%
shareholder of the Company beneficially owned and controlled by Arthur Stern, the Chairman of the
Board of the Company, Gary Stern, the Chief Executive Officer of the Company, and members of their
families. The loan is in the aggregate principal amount of approximately $8.2 million, bears
interest at a rate of 6.25% per annum, is payable interest only each quarter until its maturity
date of January 9, 2010, subject to prior repayment in full of the Companys senior loan facility
with a consortium of banks.
The Companys total average debt obligation for the nine and three month periods ended June
30, 2008, was approximately $300.8 million, and $270.6 million, respectively. The average interest
rate for the nine and three month periods ended June 30, 2008 was 6.19% and 5.27%, respectively.
Note 7: Commitments and Contingencies
Employment Agreements
On January 25, 2007, the Company entered into an employment agreement (the Employment
Agreement) with the Companys President and Chief Executive Officer, the Companys Executive Vice
President and the Companys Chief Financial Officer (each, an Executive). Each of Gary Sterns
and Mitchell Cohens Employment Agreements, the Companys Chief Executive Officer and Chief
Financial Officer, respectively, expire on December 31, 2009, provided, however, that the parties
are required to provide ninety days prior written notice if they do not intend to seek an
extension or renewal of the Employment Agreement. The agreement for Arthur Stern, the Companys
Executive Vice President, had a one year term. In January 2008, the Company entered into a similar
two year employment agreement with Cameron Williams, the Companys Chief Operating Officer, and a
one year agreement with Arthur Stern. The employment agreements each provide for a base salary,
which may be increased by the Board of Directors in its sole discretion as follows: Arthur Stern
$355,000 and Cameron Williams $300,000, except that by June 1, 2009, Mr. Williams base salary
shall equal or exceed $350,000.
Each Executive is eligible to receive bonuses and equity awards in amounts to be determined by
the Compensation Committee of the Board of Directors. Each Executive may also participate in all of
the Companys employee benefit plans and programs generally available to other employees. Mr.
Williams contract provides that he will be entitled to a cash bonus of up to $175,000 and a
restricted stock grant of up to $175,000 if all performance goals for 2008 are satisfied at the
highest level set by the Board of Directors. Performance goals have been set and approved by the Board of Directors.
If the Executives employment is terminated without Cause, subject to the execution of a
general release agreement by the Executive in favor of the Company, the Company must continue to
pay the executive his base salary for 12 months following the effective date of termination and
maintain insurance benefits for that period (18 months for Mr. Williams).
If the Executives employment with the Company is terminated for any reason within 180 days
following a change of control of the Company, the Company is required to pay him a lump sum
amount in cash equal to two (2) times the sum of the Executives base salary in effect on the date
of termination and the highest annual bonus earned by the Executive during his employment with the
Company. The Executive also will continue to receive the benefits provided in the employment
agreement for two years from the date of termination.
In the event that any payment that each Executive would receive upon termination would
otherwise constitute a parachute payment under Section 280G of the Internal Revenue Code and be
subject to the excise tax imposed by Section 4999 of the Code, such payment and benefits will be
reduced to an amount equal to the maximum amount that would avoid such payment.
Each Executive is also subject to standard non-compete and confidentially provisions contained
in the employment agreement.
On January 17, 2008, the Compensation Committee awarded 58,000 shares of restricted stock to
certain officers and directors of the Company. These shares vest in three equal annual installments
starting on October 1, 2008.
18
ASTA FUNDING, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Continued
(Unaudited)
Note 7: Commitments and Contingencies (continued)
Leases
We are a party to three operating leases with respect to our facilities in Englewood Cliffs,
New Jersey, Bethlehem, Pennsylvania and Sugar Land, Texas. Please refer to our consolidated
financial statements and notes thereto in our Annual Report on Form 10-K and Annual Report on Form
10-K/A, as filed with the Securities and Exchange Commission, for additional information.
Litigation
In the ordinary course of our business, the Company is involved in numerous legal proceedings.
The Company regularly initiates collection lawsuits, using our network of third party law firms,
against consumers. Also, consumers occasionally initiate litigation against the Company, in which
they allege that we have violated a federal or state law in the process of collecting their
account. The Company does not believe that these matters are material to our business and financial
condition. As of August 5, 2008, the Company was not involved in any material litigation in which
it was a defendant.
Note 8: Income Recognition, Impairments and Accretable Yield Adjustments
Income Recognition
Prior to October 1, 2005, the Company accounted for its investment in finance receivables
using the interest method under the guidance of Practice Bulletin 6, Amortization of Discounts on
Certain Acquired Loans. Effective October 1, 2005, the Company adopted and began to account for
its investment in finance receivables using the interest method under the guidance of AICPA
Statement of Position 03-3, Accounting for Loans or Certain Securities Acquired in a Transfer
(SOP 03-3). Practice Bulletin 6 was amended by SOP 03-3. Under the guidance of SOP 03-3 (and the
amended Practice Bulletin 6); static pools of accounts are established. These pools are aggregated
based on certain common risk criteria. Each static pool is recorded at cost and is accounted for as
a single unit for the recognition of income, principal payments and loss provision.
Once a static pool is established for a quarter, individual receivable accounts are not added
to the pool (unless replaced by the seller) or removed from the pool (unless sold or returned to
the seller). SOP 03-3 (and the amended Practice Bulletin 6) requires that the excess of the
contractual cash flows over expected cash flows not be recognized as an adjustment of revenue or
expense or on the balance sheet. SOP 03-3 initially freezes the internal rate of return, referred
to as IRR, estimated when the accounts receivable are purchased, as the basis for subsequent
impairment testing. Significant increases in actual, or expected future cash flows may be
recognized prospectively through an upward adjustment of the IRR over a portfolios remaining life.
Any increase to the IRR then becomes the new benchmark for impairment testing. Effective for fiscal
years beginning October 1, 2005 under SOP 03-3 and the amended Practice Bulletin 6, rather than
lowering the estimated IRR if the collection estimates are not received or projected to be
received, the carrying value of a pool would be written down to maintain the then current IRR.
19
ASTA FUNDING, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Continued
(Unaudited)
Note 8: Income Recognition, Impairments and Accretable Yield Adjustments (continued)
Impairments and accretable yield adjustments
The Company accounts for its impairments in accordance with SOP 03-3. This SOP proposes
guidance on accounting for differences between contractual and expected cash flows from an
investors 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 internal rate of return while
decreases in expected cash flows should be recognized as impairment. This SOP became effective
October 1, 2005. Implementation of this SOP makes it more likely that impairment losses and
accretable yield adjustments will be recorded, as all downward revisions in collection estimates
will result in impairment charges, given the requirement that the IRR of the affected pool be held
constant. As a result of the slower economy and other factors that resulted in slower collections
on certain portfolios, impairments of $43.2 million and $2.4 million were recorded during the nine
month periods ended June 30, 2008 and 2007, respectively. Impairments of $8.2 million were recorded
in the three month period ended June 30, 2008. Impairments recorded in the third quarter of fiscal
year 2008 are not related to the Portfolio Purchase. No impairments were recorded during the third
quarter of fiscal year 2007. There were no accretable yield adjustments recorded in the nine and
three and month periods ended June 30, 2008. Accretable yield adjustments of $8.0 million and $5.7
million were recorded in the nine and three month periods ended June 30, 2007.
In the third quarter ended June 30, 2008, the Company discontinued using the interest method
for income recognition under SOP 03-3 for the Portfolio Purchase. The recognition of
income under SOP 03-3 is dependent on the Company having the ability to develop reasonable
expectations of both the timing and amount of cash flows to be collected. In the event the Company
cannot develop a reasonable expectation as to both the timing and amount of cash flows expected to
be collected, SOP 03-3 permits the use or the change to the cost recovery method. Due to
uncertainties related to the timing of the collections of the older judgments purchased in this
portfolio as a result of the economic environment, the lack of reasonable delivery of media
requests, the lack of validation of certain account components, the sale of the primary servicer,
(which was commonly owned by the seller), the Company determined that it no longer has the ability
to develop a reasonable expectation of the timing of the cash flows to be collected and therefore,
transferred the Portfolio Purchase to the cost recovery method, and the Company will recognize
income only after it has recovered its carrying value, which, as of June 30, 2008 was $219 million.
If the Portfolio Purchase had not been transferred to the cost recovery method, the anticipated
finance income of approximately $7.3 million would have been recognized during the third quarter of
fiscal year 2008.
Our analysis of the timing and amount of cash flows to be generated by our portfolio purchases are
based on the following attributes:
|
|
|
the type of receivable, the location of the debtor and the number of
collection agencies previously attempting to collect the receivables
in the portfolio. We have found that there are better states to try to
collect receivables and we factor in both good and bad states when
establishing our initial cash flow expectations. |
|
|
|
|
the average balance of the receivables influence our analysis in that
lower average balance portfolios tend to be more collectible in the
short-term and higher average balance portfolios are more suitable for
our suit strategy and thus yield better results over the longer term.
As we have significant experience with both types of balances, we are
able to factor these variables into our initial expected cash flows; |
|
|
|
|
the age of the receivables, the number of days since charge-off, the
payments, if any, since charge-off, and the credit guidelines of the
credit originator also represent factors taken into consideration in
our estimation process since, for example, older receivables might be
more difficult to collect in amount and/or require more time to
collect; |
|
|
|
|
past history and performance of similar assets acquired. As we purchase
portfolios of like assets, we accumulate a significant historical data
base on the tendencies of debtor repayments and factor this into our
initial expected cash flows; |
|
|
|
|
our ability to analyze accounts and resell accounts that meet our criteria; |
|
|
|
|
Jobs or property of the debtors found within portfolios. With our business
model, this is of particular importance. Debtors with jobs or property are
more likely to repay their obligation through the suit strategy and,
conversely, debtors without jobs or property are less likely to repay
their obligation. While we believe that debtors with jobs or property are
more likely to repay, we also believe that these debtors generally might
take longer to repay and that is factored into our initial expected cash
flows.
|
20
ASTA FUNDING, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Continued
(Unaudited)
Note 8: Income Recognition, Impairments and Accretable Yield Adjustments (continued)
We acquire accounts that have experienced deterioration of credit quality between origination
and the date of our acquisition of the accounts. The amount paid for a portfolio of accounts
reflects our determination that it is probable we will be unable to collect all amounts due
according to the portfolio of accounts contractual terms. We consider the expected payments and
estimate the amount and timing of undiscounted expected principal, interest and other cash flows
for each acquired portfolio coupled with expected cash flows from accounts available for sales. The
excess of this amount over the cost of the portfolio, representing the excess of the accounts cash
flows expected to be collected over the amount paid, is accreted into income recognized on finance
receivables over the expected remaining life of the portfolio.
We believe we have significant experience in acquiring certain distressed consumer receivable
portfolios at a significant discount to the amount actually owed by underlying debtors. We acquire
these portfolios only after both qualitative and quantitative analyses of the underlying
receivables are performed and a calculated purchase price is paid so that we believe our estimated
cash flow offers us an adequate return on our acquisition costs after our servicing expenses.
Additionally, when considering larger portfolio purchases of accounts, or portfolios from issuers
from whom we have little limited experience, we have the added benefit of soliciting our third
party servicers for their input on liquidation rates and, at times, incorporate such input into the
estimates we use for our expected cash flows.
Typically, when purchasing portfolios for which we have the experience detailed above, we have
expectations of achieving a 100% return on our invested capital back within an 18-28 month time
frame and expectations of generating in the range of 130-150% of our invested capital over 3-5
years. We continue to use this as our basis for establishing the original cash flow estimates for
our portfolio purchases. We routinely monitor these results against the actual cash flows and, in
the event the cash flows are below our expectations and we believe there are no reasons relating to
mere timing differences or explainable delays (such as can occur particularly when the court system
is involved) for the reduced collections, an impairment would be recorded as a provision for credit
losses. Conversely, in the event the cash flows are in excess of our expectations and the reason is
due to timing, we would defer the excess collection as deferred revenue.
Note 9: Income Taxes
Deferred federal and state taxes principally arise from (i) recognition of finance income
collected for tax purposes, but not yet recognized for financial reporting; (ii) provision for
impairments/credit losses, both resulting in timing differences between financial accounting and
tax reporting. .The provision for income tax expense for the three month periods ending June 30,
2008 and 2007 reflects income tax expense at an effective rate of 40.5% and 40.6%, respectively.
The provision for income tax expense for the nine month periods ending June 30, 2008 and 2007
reflects income tax expense at an effective rate of 40.8% and 40.6%, respectively.
21
ASTA FUNDING, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Continued
(Unaudited)
Note 10: 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 nine
and three months ended June 30, 2008 and 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended June 30, |
|
|
|
2008 |
|
|
2007 |
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
Net |
|
|
Average |
|
|
Per Share |
|
|
Net |
|
|
Average |
|
|
Per Share |
|
|
|
Income |
|
|
Shares |
|
|
Amount |
|
|
Income |
|
|
Shares |
|
|
Amount |
|
Basic |
|
$ |
8,047,000 |
|
|
|
14,111,954 |
|
|
$ |
0.57 |
|
|
$ |
39,186,000 |
|
|
|
13,794,877 |
|
|
$ |
2.84 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of Dilutive
Stock |
|
|
|
|
|
|
530,513 |
|
|
|
|
|
|
|
|
|
|
|
882,381 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted |
|
$ |
8,047,000 |
|
|
|
14,642,467 |
|
|
$ |
0.55 |
|
|
$ |
39,186,000 |
|
|
|
14,677,258 |
|
|
$ |
2.67 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options to purchase 18,000 shares of common stock with a weighted average
exercise price of $28.75 for the nine months ended June 30, 2008 were excluded from the computation of common share equivalents as the exercise price was greater
than the average market price of the common shares. There were no anti-dilutive weighted average shares outstanding
for the nine month period ended June 30, 2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
|
|
2008 |
|
|
2007 |
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
Net |
|
|
Average |
|
|
Per Share |
|
|
Net |
|
|
Average |
|
|
Per Share |
|
|
|
Income |
|
|
Shares |
|
|
Amount |
|
|
Income |
|
|
Shares |
|
|
Amount |
|
Basic |
|
$ |
2,440,000 |
|
|
|
14,276,158 |
|
|
$ |
0.17 |
|
|
$ |
15,308,000 |
|
|
|
13,907,554 |
|
|
$ |
1.10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of Dilutive
Stock |
|
|
|
|
|
|
259,390 |
|
|
|
|
|
|
|
|
|
|
|
912,372 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted |
|
$ |
2,440,000 |
|
|
|
14,535,548 |
|
|
$ |
0.17 |
|
|
$ |
15,308,000 |
|
|
|
14,819,926 |
|
|
$ |
1.03 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options to purchase 618,771 shares of common stock with a weighted average
exercise price of $17.31 for the three months ended June 30, 2008 were excluded from the computation of common share equivalents as the exercise price was greater
than the average market price of the common shares. There were no anti-dilutive weighted average shares outstanding for the three month period ended June 30, 2007.
Note 11: Stock-Based Compensation
The Company accounts for stock-based employee compensation under FASB Statement of Financial
Accounting Standards No. 123 (Revised 2005), Share-Based Payment (SFAS 123R). SFAS 123R, which
the Company adopted on October 1, 2005, requires that compensation expense associated with stock
options and other stock based awards be recognized in the statement of operations, rather than a
disclosure in the notes to the Companys consolidated financial statements.
On January 17, 2008 the Compensation Committee awarded 58,000 shares of restricted stock to
officers and directors of the Company. These shares vest in three equal annual installments
starting on October 1, 2008.
In December of 2006, 18,000 stock options and 68,000 restricted shares were granted to
directors, officers and other employees. The stock options and restricted shares vest over a twenty
seven month period. As of March 19, 2008 12,000 stock options and 45,333 restricted shares, or two
thirds of the December 2006 awards, had vested. The remaining one third of the stock options and
restricted shares vest on March 19, 2009. For the three month and nine month periods ended June 30,
2008, $280,000 and $729,000, respectively of
22
ASTA FUNDING, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Continued
(Unaudited)
Note 11: Stock-based Compensation (continued)
stock based compensation expense was recorded. For the three and nine month period ended June 30,
2007, $185,000 and $953,000 of stock based compensation expense was recorded. See Note 12 Stock
Option Plans for more information.
There were no stock option awards granted in the first nine months of fiscal year 2008.
In the first quarter of fiscal year 2007, the weighted average assumptions used in the option
pricing models were as follows:
|
|
|
|
|
Risk-free interest rate |
|
|
4.94 |
% |
Expected term (years) |
|
|
10.0 |
|
Expected volatility |
|
|
36.3 |
% |
Dividend yield |
|
|
0.47 |
% |
Note 12: Stock Option Plans
Equity Compensation Plan
On December 1, 2005, the Board of Directors adopted the Companys Equity Compensation Plan
(the Equity Compensation Plan), which was approved by the stockholders of the Company on March 1,
2006. The Equity Compensation Plan was adopted to supplement the Companys existing 2002 Stock
Option Plan. In addition to permitting the grant of stock options as are permitted under the 2002
Stock Option Plan, the Equity Compensation Plan allows the Company flexibility with respect to
equity awards by also providing for grants of stock awards (i.e. restricted or unrestricted), stock
purchase rights and stock appreciation rights.
The general purpose of the Equity Compensation Plan is to provide an incentive to our
employees, directors and consultants, including executive officers, employees and consultants of
any subsidiaries, by enabling them to share in the future growth of our business. The Board of
Directors believes that the granting of stock options and other equity awards promotes continuity
of management and increases incentive and personal interest in the welfare of the Company by those
who are primarily responsible for shaping and carrying out our long range plans and securing our
growth and financial success.
The Board believes that the Equity Compensation Plan will advance our interests by enhancing
our ability to (a) attract and retain employees, directors and consultants who are in a position to
make significant contributions to our success; (b) reward employees, directors and consultants for
these contributions; and (c) encourage employees, directors and consultants to take into account
our long-term interests through ownership of our shares.
The Company has 1,000,000 shares of Common Stock authorized for issuance under the Equity
Compensation Plan and 874,000 were available as of June 30, 2008. On January 17, 2008, the
Compensation Committee of the Board of Directors awarded 58,000 shares of restricted stock to
certain officers and directors of the Company which vest in three equal annual installments
beginning October 1, 2008. 68,000 restricted shares were granted in the first quarter of fiscal
year 2007. As of March 19, 2008, 45,333 restricted shares, or two thirds of the December 2006
awards, had vested. The remaining one third of the restricted shares
vest on March 19, 2009. As of June 30, 2008, approximately 170 of the Companys employees were
eligible to participate in the Equity Compensation Plan.
23
ASTA FUNDING, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Continued
(Unaudited)
Note 12: Stock Option Plans (continued)
2002 Stock Option Plan
On March 5, 2002, the Board of Directors adopted the Asta Funding, Inc. 2002 Stock Option Plan
(the 2002 Plan), which plan was approved by the Companys stockholders on May 1, 2002. The 2002
Plan was adopted in order to attract and retain qualified directors, officers and employees of, and
consultants to, the Company. The following description does not purport to be complete and is
qualified in its entirety by reference to the full text of the 2002 Plan, which is included as an
exhibit to the Companys reports filed with the SEC.
The 2002 Plan authorizes the granting of incentive stock options (as defined in Section 422 of
the Code) and non-qualified stock options to eligible employees of the Company, including officers
and directors of the Company (whether or not employees) and consultants of the Company.
The Company has 1,000,000 shares of Common Stock authorized for issuance under the 2002 Plan
and 393,334 were available as of June 30, 2008. As of June 30, 2008, approximately 170 of the
Companys employees were eligible to participate in the 2002 Plan. Future grants under the 2002
Plan have not yet been determined.
1995 Stock Option Plan
The 1995 Stock Option Plan expired on September 14, 2005. The plan was adopted in order to
attract and retain qualified directors, officers and employees of, and consultants, to the Company.
The following description does not purport to be complete and is qualified in its entirety by
reference to the full text of the 1995 Stock Option Plan, which is included as an exhibit to the
Companys reports filed with the SEC.
The 1995 Stock Option Plan authorized the granting of incentive stock options (as defined in
Section 422 of the Internal Revenue Code of 1986, as amended (the Code)) and non-qualified stock
options to eligible employees of the Company, including officers and directors of the Company
(whether or not employees) and consultants of the Company.
The Company authorized 1,840,000 shares of Common Stock for issuance under the 1995 Stock
Option Plan. All but 96,002 shares were utilized. As of September 14, 2005, no more options could
be issued under this plan.
24
ASTA FUNDING, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 12: Stock Option Plans (continued)
The following table summarizes stock option transactions under the plans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended June 30, |
|
|
|
2008 |
|
|
2007 |
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
Average |
|
|
|
|
|
|
Average |
|
|
|
|
|
|
|
Exercise |
|
|
|
|
|
|
Exercise |
|
|
|
Shares |
|
|
Price |
|
|
Shares |
|
|
Price |
|
Outstanding options at the beginning of period |
|
|
1,337,438 |
|
|
$ |
9.39 |
|
|
|
1,414,439 |
|
|
$ |
9.45 |
|
Options granted |
|
|
|
|
|
|
|
|
|
|
18,000 |
|
|
|
28.75 |
|
Options exercised |
|
|
(300,000 |
) |
|
|
1.42 |
|
|
|
(90,001 |
) |
|
|
13.94 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding options at the end of period |
|
|
1,037,438 |
|
|
$ |
11.69 |
|
|
|
1,342,438 |
|
|
$ |
9.41 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable options at the end of period |
|
|
1,031,438 |
|
|
$ |
11.59 |
|
|
|
1,330,438 |
|
|
$ |
9.23 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
|
|
2008 |
|
|
2007 |
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
Average |
|
|
|
|
|
|
Average |
|
|
|
|
|
|
|
Exercise |
|
|
|
|
|
|
Exercise |
|
|
|
Shares |
|
|
Price |
|
|
Shares |
|
|
Price |
|
Outstanding options at the beginning of period |
|
|
1,037,438 |
|
|
$ |
11.69 |
|
|
|
1,352,438 |
|
|
$ |
9.37 |
|
Options granted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options exercised |
|
|
|
|
|
|
|
|
|
|
(10,000 |
) |
|
|
4.73 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding options at the end of period |
|
|
1,037,438 |
|
|
$ |
11.69 |
|
|
|
1,342,438 |
|
|
$ |
9.41 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable options at the end of period |
|
|
1,031,438 |
|
|
$ |
11.59 |
|
|
|
1,330,438 |
|
|
$ |
9.23 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company recognized $69,000 and $22,000 of compensation expense related to stock options awards
during the nine and three month periods ended June 30, 2008. The Company recognized $118,000 and
$22,000 of compensation expense related to stock options granted during the nine and three month
periods ended June 30, 2007. As of June 30, 2008, there was $66,000 of unrecognized compensation
cost related to unvested stock options.
There was no intrinsic value of the outstanding and exercisable options as of June 30, 2008.
25
ASTA FUNDING, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 12: Stock Option Plans (continued)
The following table summarizes the intrinsic value of the stock options exercised during the nine
and three month periods ended June 30, 2008 and 2007.
|
|
|
|
|
|
|
|
|
|
|
2008 |
|
|
2007 |
|
Nine months ended June 30 |
|
$ |
6,281,000 |
|
|
$ |
2,034,000 |
|
Three months ended June 30 |
|
$ |
|
|
|
$ |
355,000 |
|
The following table summarizes information about the Plans outstanding options as of June 30,
2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options Outstanding |
|
Options Exercisable |
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
|
|
|
|
|
Average |
|
Weighted |
|
|
|
|
|
Weighted |
|
|
|
|
|
|
Remaining |
|
Average |
|
|
|
|
|
Average |
|
|
Number |
|
Contractual |
|
Exercise |
|
Number |
|
Exercise |
Range Of Exercise Price |
|
Outstanding |
|
Life (In Years) |
|
Price |
|
Exercisable |
|
Price |
$2.6250 $2.8750 |
|
|
300,000 |
|
|
|
2.2 |
|
|
$ |
2.63 |
|
|
|
300,000 |
|
|
$ |
2.63 |
|
$2.8751 $5.7500 |
|
|
106,667 |
|
|
|
4.3 |
|
|
$ |
4.73 |
|
|
|
106,667 |
|
|
$ |
4.73 |
|
$5.7501 $8.6250 |
|
|
12,000 |
|
|
|
3.4 |
|
|
$ |
5.96 |
|
|
|
12,000 |
|
|
$ |
5.96 |
|
$14.3751 $17.2500 |
|
|
218,611 |
|
|
|
5.4 |
|
|
$ |
15.04 |
|
|
|
218,611 |
|
|
$ |
15.04 |
|
$17.2501 $20.1250 |
|
|
382,160 |
|
|
|
6.3 |
|
|
$ |
18.22 |
|
|
|
382,160 |
|
|
$ |
18.22 |
|
$28.7500 $28.7500 |
|
|
18,000 |
|
|
|
8.5 |
|
|
$ |
28.75 |
|
|
|
12,000 |
|
|
$ |
28.75 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,037,438 |
|
|
|
4.7 |
|
|
$ |
11.69 |
|
|
|
1,031,438 |
|
|
$ |
11.59 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
The following table summarizes information about restricted stock transactions:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
Nine Months |
|
|
Average |
|
|
|
Ended |
|
|
Grant Date |
|
|
|
June 30, 2008 |
|
|
Fair Value |
|
Unvested at beginning of period |
|
|
45,333 |
|
|
$ |
28.75 |
|
Awards granted |
|
|
58,000 |
|
|
$ |
19.73 |
|
Vested |
|
|
(22,666 |
) |
|
$ |
28.75 |
|
Forfeited |
|
|
0 |
|
|
$ |
0.00 |
|
|
|
|
|
|
|
|
|
Unvested at end of period |
|
|
80,667 |
|
|
$ |
22.26 |
|
|
|
|
|
|
|
|
|
The Company recognized $661,000 and $257,000 of compensation expense related to the restricted
stock awards during the nine and three month periods ended June 30, 2008. The Company recognized
$835,000 and $162,000 of compensation expense related to the restricted stock awarded during the
nine and three month periods ended June 30, 2007. As of June 30, 2008 there was $1,440,000 of
unrecognized compensation cost related to unvested restricted stock.
Note 13: Stockholders Equity
For the nine months ended June 30, 2008, we declared dividends of $1,699,000. $571,000
was declared and accrued as of June 30, 2008 and paid August 1, 2008. The Company recorded
$607,000, net of $431,000 in taxes, of other comprehensive income for the nine months ended June
30, 2008. Other comprehensive income is cumulative translation adjustments upon translation of
foreign currency financial statements.
26
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
OVERVIEW
We are primarily engaged in the business of acquiring, managing, servicing and recovering
on portfolios of consumer receivables. These portfolios generally consist of one or more of the
following types of consumer receivables:
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|
charged-off receivables accounts that have been written-off by the
originators and may have been previously serviced by collection
agencies; |
|
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|
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 |
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|
performing receivables accounts where the debtor is making regular
monthly payments that may or may not have been delinquent in the past. |
We acquire these consumer receivable portfolios at a significant discount to the amount
actually owed by the borrowers. We acquire these portfolios after a qualitative and quantitative
analysis of the underlying receivables and calculate the purchase price so that our estimated cash
flow offers us an adequate return on our acquisition costs and servicing expenses. After purchasing
a portfolio, we actively monitor its performance and review and adjust our collection and servicing
strategies accordingly.
We purchase receivables from credit grantors and others through privately negotiated
direct sales and auctions in which sellers of receivables seek bids from several pre-qualified debt
purchasers. We pursue new acquisitions of consumer receivable portfolios on an ongoing basis
through:
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our relationships with industry participants, collection agencies, investors and our financing sources; |
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brokers who specialize in the sale of consumer receivable portfolios; and |
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other sources. |
Caution Regarding Forward Looking Statements
This Form 10-Q contains forward-looking statements made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements
typically are identified by use of terms such as may, will, should, plan, expect,
believe, anticipate, estimate and similar expressions, although some forward-looking
statements are expressed differently. Forward-looking statements represent our managements
judgment regarding future events. Although we believe that the expectations reflected in such
forward-looking statements are reasonable, we can give no assurance that such expectations will
prove to be correct. All statements other than statements of historical fact included in this
report regarding our financial position, business strategy, markets, budgets, plans, or objectives
for future operations are forward-looking statements. We cannot guarantee the accuracy of the
forward-looking statements, and you should be aware that our actual results could differ materially
from those contained in the forward-looking statements due to a number of factors, including the
statements under Risk Factors and Critical Accounting Policies detailed in our Annual Report on
Form 10-K and Form 10-K/A for the year ended September 30, 2007, and other reports filed with the
Securities and Exchange Commission (SEC), and the additional Risk Factors detailed in Part II
Item 1A, herein.
Our annual report on Form 10-K and Form 10-K/A, quarterly reports on Form 10-Q,
current reports on Form 8-K and all other documents filed by the Company or with respect to its
securities with the SEC are available free of charge through our website at www.astafunding.com.
Information on our website does not constitute a part of this report. The SEC also maintains an
internet site (www.sec.gov) that contains reports and information statements and other
information regarding issuers, such as ourselves, who file electronically with the SEC.
Critical Accounting Policies
We acquire accounts that have experienced deterioration of credit quality between
origination and the date of our acquisition of the accounts. The amount paid for a portfolio of
accounts reflects our determination that it is probable we will be unable to collect all amounts
due according to contractual terms of the portfolio of accounts. We consider the expected payments
and estimate the amount and timing of undiscounted expected principal, interest and other cash
flows for each acquired portfolio coupled with expected cash flows from accounts available for
sales. The excess of this amount over the cost of the portfolio, representing the excess of the
accounts cash flows expected to be collected over the amount paid, is accreted into income
recognized on finance receivables over
the expected remaining life of the portfolio.
27
We believe we have significant experience in acquiring certain distressed consumer
receivable portfolios at a significant discount to the amount actually owed by underlying debtors.
We acquire these portfolios only after both qualitative and quantitative analyses of the underlying
receivables are performed and a calculated purchase price is paid so that we believe our estimated
cash flow offers us an adequate return on our acquisition costs after our servicing and financing
expenses. Additionally, when considering larger portfolio purchases of accounts, or portfolios from
issuers from whom we have little limited experience, we have the added benefit of soliciting our
third party servicers for their input on liquidation rates and, at times, incorporate such input
into the price we offer for a given portfolio and the estimates we use for our expected cash flows.
Typically, when purchasing portfolios for which we have the experience detailed above, we
have expectations of achieving a 100% return on our invested capital back within an 18-28 month
time frame and expectations of generating in the range of 130-150% of our invested capital over 3-5
years. Historically, we have generally been able to achieve these results and we continue to use
this as our basis for establishing the original cash flow estimates for our portfolio purchases. We
routinely monitor these results against the actual cash flows and, in the event the cash flows are
below our expectations and we believe there are no reasons relating to mere timing differences or
explainable delays (such as can occur particularly when the court system is involved) for the
reduced collections, an impairment would be recorded as a provision for credit losses. Conversely,
in the event the cash flows are in excess of our expectations and the reason is due to timing, we
would defer the excess collection as deferred revenue.
We account for our investments in consumer receivable portfolios, using either:
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the interest method; or |
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the cost recovery method. |
The Companys extensive liquidating experience is in the field of distressed credit card
receivables, telecom receivables, consumer loan receivables, retail installment contracts, mixed
consumer receivables, and auto deficiency receivables. The Company uses the interest method for
accounting for a majority of asset acquisitions (exclusive of the purchase of $6.9 billion in face value receivables for a purchase price of $300 million in March 2007 (the Portfolio Purchase), as explained
below) within these classes of receivables when it believes it can reasonably estimate the timing
of the cash flows. In those situations where the Company diversifies the acquisitions into other
asset classes where the Company does not possess the same expertise or history, or the Company
cannot reasonably estimate the timing of the cash flows, the Company utilizes the cost recovery
method of accounting for those portfolios of receivables.
Over time, as the Company continues to purchase asset classes in which it believes it has
the requisite expertise and experience, the Company is more likely to utilize the interest method
to account for such purchases.
Prior to October 1, 2005, the Company accounted for its investment in finance receivables
using the interest method under the guidance of Practice Bulletin 6. Each purchase was treated as a
separate portfolio of receivables and was considered a separate financial investment, and
accordingly the Company did not aggregate such loans under Practice Bulletin 6 notwithstanding that
the underlying collateral may have had similar characteristics. After SOP 03-3 was adopted by the
Company beginning with the Companys fiscal year beginning October 1, 2005, the Company began to
aggregate portfolios of receivables acquired sharing specific common characteristics which were
acquired within a given quarter. The Company currently considers for aggregation portfolios of
accounts, purchased within the same fiscal quarter, that generally meet the following
characteristics:
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same issuer/originator; |
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same underlying credit quality; |
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similar geographic distribution of the accounts; |
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similar age of the receivables; and |
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same type of asset class (credit cards, telecom etc.) |
The Company uses a variety of qualitative and quantitative factors to estimate
collections and the timing thereof. This analysis includes the following variables:
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the number of collection agencies previously attempting to collect the receivables in the portfolio; |
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|
the average balance of the receivables, as higher balances might be more difficult to collect while
low balances might not be cost effective to collect; |
28
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the age of the receivables, as older receivables might be more difficult to collect or might be
less cost effective. On the other hand, the passage of time, in certain circumstances, might result
in higher collections due to changing life events of some individual debtors; |
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past history of performance of similar assets; |
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number of days since charge-off; |
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payments made since charge-off; |
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the credit originator and its credit guidelines; |
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our ability to analyze accounts and resell accounts that meet our criteria for resale; |
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the locations of the debtors, as there are states that are a more favorable environment to attempt
to collect in and ultimately the Company has better predictability of the liquidations and the
expected cash flows. Conversely, there are also states where the liquidation rates are not as
favorable and that is factored into our cash flow analysis; |
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jobs or property of the debtors found within portfolios-with our business model, this is of
particular importance. Debtors with jobs or property are more likely to repay their obligation and
conversely, debtors without jobs or property are less likely to repay their obligation ; and |
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the ability to obtain customer statements from the original issuer. |
The Company obtains and utilizes, as appropriate, input from our third party collection
agencies and attorneys, as further evidentiary matter, to assist in evaluating and developing
collection strategies and in evaluating and modeling the expected cash flows for a given portfolio.
In the third quarter ended June 30, 2008, the Company discontinued using the interest method
for income recognition under SOP 03-3, for the Portfolio Purchase. The recognition of
income under SOP 03-3 is dependent on the Company having the ability to develop reasonable
expectations of both the timing and amount of cash flows to be collected. In the event the Company
cannot develop a reasonable expectation as to both the timing and amount of cash flows expected to
be collected, SOP 03-3 permits the use or the change to the cost recovery method. Due to
uncertainties related to the timing of the collections of the older judgments purchased in this
portfolio as a result of the economic environment, to the lack of
reasonable delivery of media requests, the lack of validation of certain account components; the sale of the
primary servicer, (which was
commonly owned by the seller), the Company determined that it no longer has the ability to develop a
reasonable expectation of the timing of the cash flows to be collected and, therefore, transferred
the Portfolio Purchase to the cost recovery method, and the Company will recognize income only
after it has recovered its carrying value which, as of June 30, 2008, was $219 million. If the Portfolio Purchase
had not been transferred to the cost recovery method, the
anticipated finance income of approximately $7.3 million would have been recognized during the third quarter of fiscal year 2008.
We have seen a decline in our collections in the first nine months of fiscal 2008. We are
experiencing the negative effects of a slowing economy, a depressed housing market and the more
liberal credit guidelines of the original issuers. Our operating results have been and could
continue to be negatively influenced by economic events including: a further slowdown in the
economy, continued problems in the credit and housing markets, reductions in consumer spending,
changes in the underwriting criteria by originators and changes in laws and regulations governing
consumer lending.
In the following discussions, most percentages and dollar amounts have been rounded
to aid presentation. As a result, all figures are approximations.
Results of Operations
The nine-month period ended June 30, 2008, compared to the nine-month period ended June 30,
2007
Finance income. During the nine-month period ended June 30, 2008, finance income
decreased $4.5 million or 4.8% to $91.6 million from $96.1 million for the nine-month period ended
June 30, 2007. Although the average outstanding level of consumer receivable accounts acquired for
liquidation increased from $398.5 million for the nine month period ended June 30, 2007 to $516.0
million for the nine month period ended June 30, 2008, the decrease in finance income resulted
primarily from the $6.9 billion face value portfolio purchased in the second quarter of fiscal year
2007 (the Portfolio Purchase) being transferred from the interest method to the cost recovery
method. The Portfolio Purchase finance income recorded during the nine month period ended June 30,
2007 was approximately $14.4 million (which relates to our ownership of the Portfolio Purchase for
only four months during that period), as compared to $17.7 million recorded in the first six
months of fiscal year 2008 prior to the transfer to cost recovery. If the
Portfolio Purchase had not been transferred to the cost recovery method, the anticipated finance
income of approximately $7.3 million
29
would have been recognized during the third quarter of fiscal
year 2008. Because of the transfer to cost recovery, no finance income was recognized on the
Portfolio Purchase during the third quarter of 2008. During the nine-month period ended June 30,
2008, we acquired consumer receivable portfolios at a cost of $48.9 million as compared to
$402.3 million during the nine-month period ended June 30, 2007, which included the Portfolio
Purchase at a cost of $300 million.. The portfolios acquired in fiscal year 2008 include a
portfolio purchase domiciled in South America at a cost of $8.6 million. The acquired portfolios in 2007
include a portfolio with a cost of approximately $4.7 million that has been returned to the seller
for the same purchase value. The return was completed on July 31, 2007. Further, as we have
curtailed our purchases of new portfolios of consumer receivables during the second and third
quarters of 2008, we expect to see a reduction in finance income in future quarters and future
years, to the extent we are not replacing our receivables acquired for liquidation. Instead, we are
focusing in the short term on reducing our debt and being highly disciplined in our portfolio
purchases. We continue to review potential portfolio acquisitions regularly and will be buyers at
the right price, where we believe the purchase will yield our desired rate of return.
During the nine months ended June 30, 2008, gross collections decreased 16.4% to $254.8
million from $304.7 million for the nine months ended June 30, 2007. Commissions and fees
associated with gross collections from our third party collection agencies and attorneys increased
$7.1 million, or 8.8%, for the nine months ended June 30, 2008 as compared to the same period in
the prior year. The increase is indicative of a shift to the suit strategy implemented by the
Company and includes advances of court costs by our legal network, particularly with respect to the
Portfolio Purchase, coupled with an agreement consummated in December 2007, negotiated with a third
party servicer, to assist the Company in asset location, skiptracing efforts and ultimately
identifying debtors who can be sued. The agreement calls for a 3% percent fee on substantially all
gross collections from the Portfolio Purchase on the first $500 million and 7% on substantially all
gross collections from the Portfolio Purchase in excess of $500 million. These fees have increased
our commissions and fees paid to $98.1 million, or 38.5% of gross collections, compared to
$91.1 million, or 29.9% of gross collections in the same period of the prior year. As a result, net
collections decreased by 26.7% to $156.7 million from $213.6 million for the nine months ended
June 30, 2007. The Company also pays this third party servicer a fee of $275,000 per month for
twenty four months for its consulting and skiptracing efforts in connection with the Portfolio
Purchase (the Consulting Fee). This fee, which began in May 2007, is recorded as part of general
and administrative expenses. In addition, we do anticipate continuing to expend court costs during
fiscal year 2008 on the Portfolio Purchase in order to accelerate the suit process, which should be
financed from gross collections.
There were no adjustments to accretable yields during the nine months ended June 30,
2008. We adjusted our accretable yields by $8.0 million for the nine month period ended June 30,
2007. Finance income related to the accretable yield reclassifications during the nine month period
ended June 30, 2007 was approximately $6.7 million. While our expectations on our third quarter
purchases are lower than in the prior period, they still fit our investment criteria. Income
recognized from fully amortized portfolios (zero based revenue) was $34.3 million and $11.1 million
for the nine month periods ended June 30, 2008 and 2007, respectively. Collections with regard to
the Portfolio Purchase were $33.9 million during the nine month period ended June 30, 2008 as
compared $34.4 million through June 30, 2007, (four months of ownership) which includes
approximately $5.5 million of accounts returned to the seller.
Other income. Other income of $156,000 for the nine month period ended June 30, 2008
includes fee income and interest from banks. Other income of $502,000 for the nine months ended
June 30, 2007 included interest from banks, interest on other loan investments and fee income.
General and Administrative Expenses. During the nine-month period ended June 30, 2008,
general and administrative expenses increased $3.1 million or 18.2% to $20.5 million from
$17.4 million for the nine-month period ended June 30, 2007, and represented 26.3% of total
expenses (excluding income taxes) for the nine-month period ended June 30, 2008 as compared to
54.8% for the nine month period ended June 30, 2007. The increase in general and administrative
expenses was primarily due to an increase in receivable servicing expenses during the nine-month
period ended June 30, 2008, as compared to the same prior year period. The increase in receivable
servicing expenses resulted from the substantial increase in our average number of accounts
acquired for liquidation, primarily due to the Portfolio Purchase in the second quarter of 2007. A
majority of the increased costs were from collection expenses including, salaries, payroll taxes
and benefits, professional fees, telephone charges and travel costs as we are visiting our third
party collection agencies and attorneys on a more frequent basis for financial and operational
audits. In addition, an included in general and administrative expense is the Consulting Fee, as
described above. We have also experienced increased legal fees and settlement expenses as the size
of the debtor base has increased.
Interest Expense. During the nine-month period ended June 30, 2008, interest expense
increased 19.6% to $14.3 million from $11.9 million in the same prior year period and represented
18.3% of total expenses (excluding income taxes) for the nine-month period ended June 30, 2008, as
compared to 37.6% for the nine month period ended June 30, 2007. The increase was due to an
increase in average outstanding borrowings under our lines of credit during the nine-month period
ended June 30, 2008, as compared to the same period in the prior year. The average interest rate
for the nine month period ended June 30, 2008 was 6.19% as compared to 7.23% for the same period of
the prior year. The average outstanding borrowings increased from $213.7 million to $300.8 million
for the nine month periods ended June 30, 2007 and 2008, respectively. Although the average
outstanding borrowing level has increased for the comparative nine month periods, the actual debt
balance has decreased from $326.5 at September 30, 2007 to $260.2 at June 30, 2008. The increase in
the average borrowing level was primarily due to the Portfolio Purchase.
30
Impairments. Net impairments of $43.2 million, of which $30.3 million is related to the
Portfolio Purchase, were recorded for the nine months ended June 30, 2008 and represented 55.3% of
total expenses (excluding income taxes) for the nine month period ended June 30, 2008 as compared
to $2.4 million recorded in the nine month period ended June 30, 2007, which was 7.6% of total
expenses (excluding income taxes). As relative collections with respect to our expectations on
these portfolios were deteriorating, we believed that these impairment charges and adjustments to
our cash flow expectations became necessary.
Equity in earnings of venture. In August 2006, the Company invested approximately
$7.8 million for a 25% interest in a newly formed venture. The venture invested in a bankruptcy
liquidation that will collect on existing rental contracts and the liquidation of inventory. The
investment is expected to return to the Company its normal expected investment results over a two
to three year period. The Companys share of the loss was $137,000 during the nine month period
ended June 30, 2008 as compared to income of $1,025,000 during the nine months ended June 30, 2007.
The Company has received approximately $7.8 million in cash distributions from the inception of the
venture through June 30, 2008.
The three-month period ended June 30, 2008 as compared to the three month period ended June 30,
2007
Finance income. During the three-month period ended June 30, 2008, finance income
decreased $15.3 million or 39.4% to $23.6 million from $38.9 million for the three-month period
ended June 30, 2007. The decrease in finance income primarily resulted from the Portfolio Purchase
being transferred from the interest method to the cost recovery method and lowered expectations on
certain portfolios (other than the Portfolio Purchase) as a result of impairments. The Portfolio
Purchase finance income for the six months ended March 31, 2008 was $17.7 million. If the Portfolio
Purchase had not been transferred to the cost recovery method, the anticipated finance income of
approximately $7.3 million would have been recognized during the third quarter of fiscal year 2008.
Because of the transfer to cost recovery, no finance was recognized on the Portfolio Purchase
during the third quarter of fiscal year 2008. Income recognized from fully amortized portfolios
(zero based revenue) was $10.4 million and $5.6 million for the three month periods ended June 30,
2008 and 2007, respectively.
There were no accretable yield adjustments recorded during the third quarter of fiscal
year 2008. Accretable yields were adjusted by $5.7 million for the three month period ended
June 30, 2007. Finance income related to the accretable yield reclassifications during the three
month period ended June 30, 2007 was approximately $2.3 million. Collections with regard to the
Portfolio Purchase in the third quarter of 2008 were $11.6 million as compared to $22.2 million for
the third quarter of fiscal year 2007, which included approximately $5.5 million of accounts
returned to the seller in the third quarter of fiscal 2007. Finance income earned on the Portfolio Purchase in the third quarter of fiscal year 2007 was
$8.8 million.
The average level of consumer receivables acquired for liquidation decreased from $551.7
million for the three month period ended June 30, 2007 to $523.2 million for the same period in
2008. During the three month period ended June 30, 2008, we acquired consumer receivable portfolios
at a cost of $7.6 million as compared to $15.6 million during the three month period ended June 30,
2007. While our expectations on our third quarter purchases are lower than in the prior period,
they still fit our investment criteria. Further, as we have curtailed our purchases of new
portfolios of consumer receivables during the second and third quarters of 2008, we expect to see a
reduction in finance income in future quarters and future years, to the extent we are not replacing
our receivables acquired for liquidation. Instead, we are focusing in the short term on reducing
our debt and being highly disciplined in our portfolio purchases. We continue to review potential
portfolio acquisitions regularly and will be buyers at the right price, where we believe the
purchase will yield our desired rate of return. During the three-month period ended June 30, 2008,
commissions and fees associated with gross collections from our third party collection agencies and
attorneys increased $1.1 million, or 3.4% to $33.4 million from $32.3 million for the three month
period ended June 30, 2007.
Other income. Other income of $12,000 for the three month period ended June 30, 2008
includes interest income from banks and fee income as compared to other income of $43,000 for the
three month period ended June 30, 2007. Other income included interest income from banks, interest
income from other loan instruments and fee income.
General and Administrative Expenses. During the three-month period ended June 30, 2008,
general and administrative expenses increased $1.1 million or 17.0% to $7.6 million from $6.5
million for the three-month period ended June 30, 2007, and represented 39.2% of total expenses
(excluding income taxes) for the current three-month period as compared to 49.5% for the same
prior year period.. The increase in general and administrative expenses was primarily due to an
increase in receivable servicing expenses during the three-month period ended June 30, 2008, as
compared to the same prior year period. The increase in receivable servicing expenses resulted from
the substantial increase in the average number of accounts acquired for liquidation over past year,
particularly the accounts acquired with the Portfolio Purchase. A majority of the increased costs
were from collection expenses including salaries, payroll taxes and benefits, professional fees and
telephone charges. In addition, an included in general and administrative expense is the Consulting
Fee, as described above. We have also experienced increased legal fees and settlement expenses as
the size of the debtor base has increased.
Interest Expense. During the three-month period ended June 30, 2008, interest expense
decreased $3.0 million to $3.7 million from $6.7 million in the same prior year period and
represented 18.8% of total expenses (excluding income taxes) for the three-month period ended
June 30, 2008 as compared to 50.5% for the same prior year period . The decrease was due to a
decrease in average
outstanding borrowings under our line of credit during the three-month period ended June 30, 2008
as compared to the same period in
31
the prior year. The average outstanding borrowing decreased to
$277.0 million for the three month period ended June 30, 2008, from $360.1 million for the three
month period ended June 30, 2007. The average interest rate for the three month period ended June
30, 2008 was 5.3% as compared to 7.3% in the same period of the prior year. The decrease in
borrowings was due to the reduced acquisitions of consumer receivables acquired for liquidation and
paydown of the lines of credit including the financing for the Portfolio Purchase.
Impairments. Impairments of $8.2 million were recorded in the three month period ended
June 30, 2008. There were no impairments recorded during the three month period ended June 30,
2007. Based on lower than expected cash collections on a certain portfolios, and reduced forward
expectations, we concluded that impairment charges should be recorded. The impairments recorded in
the third quarter of fiscal year 2008 were not related to the Portfolio Purchase.
Equity in earnings of venture. In August 2006, the Company invested approximately $7.8 million
for a 25% interest in a newly formed venture. The venture invested in a bankruptcy liquidation that
will collect on existing rental contracts and the liquidation of inventory. The investment is
expected to return to the Company its normal expected investment results over a two to three year
period. The Companys share of the loss for the quarter was $59,000 during the three months ended
June 30, 2008, as compared to income of $50,000 in the same period of the prior year. The Company
received approximately $440,000 in cash distributions from the venture in the third quarter of
fiscal year 2008.
Liquidity and Capital Resources
Our primary sources of cash from operations include collections 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 to provide the funds necessary for the purchase
of consumer and commercial accounts receivable portfolios. As of June 30, 2008, we had a
$175 million line of credit from a consortium of banks (the Bank Group) for portfolio purchases.
(the Loan Agreement) The Loan Agreement bears interest at the lesser of LIBOR plus an applicable
margin, or the prime rate minus an applicable margin based on certain leverage ratios. The Loan
Agreement is collateralized by all portfolios of consumer receivables acquired for liquidation
other than the assets of Palisades Acquisition XVI, LLC, a subsidiary of the Company (Palisades XVI) and contains 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 June 30, 2008, there was a $114.3 million outstanding balance under
this facility. Although we are within the borrowing limits of this facility, there are certain
limitations in place with regard to collateralization whereby the Company may be limited in its
ability to borrow funds to purchase additional portfolios. On March 30, 2007 the Company signed the
Third Amendment to Fourth Amended and Restated Loan Agreement (the Third Credit Agreement) with
the Bank Group that amended certain terms of the Credit Agreement, whereby the parties agreed to a
Temporary Overadvance of $16 million to be reduced to zero on or before May 17, 2007. In addition,
the parties agreed to an increase in interest rate, to LIBOR plus 275 basis points for LIBOR loans,
an increase from 175 basis points. The rate is subject to adjustment each quarter upon delivery of
results that evidence a need for an adjustment. As of May 7, 2007, the Temporary Overadvance was
approximately $12 million. On May 10, 2007, the Company signed the Fourth Amendment to the Credit
Agreement (the Fourth Credit Agreement) whereby the parties agreed to revise certain terms of the
agreement which eliminated the Temporary Overadvance provision. On June 26, 2007 the Company signed
the Fifth Amendment to the Fourth Amended and Restated Loan Agreement (the Fifth Credit
Agreement) with the Bank Group that amended certain terms of the Credit Agreement whereby the
parties agreed to further amend the definition of the Borrowing Base and increase the advance rates
on portfolio purchases allowing the Company more borrowing availability within the $175 million
cap. On December 4, 2007, the Company signed the Sixth Amendment to the Fourth Amended and Restated
Loan Agreement (the Sixth Credit Agreement) with a consortium of banks that temporarily increased
the total revolving loan commitment from $175 million to $185 million. The increase of $10 million
was required to be repaid by February 29, 2008. The temporary increase was not used. During the
nine months ended June 30, 2008, the Company purchased portfolios for an aggregate purchase price
of $48.7 million, including an $8.6 million investment in a portfolio domiciled in South America.
The term of the Loan Agreement ends July 11, 2009. The Company is in the beginning stages of
discussions with the Bank Group in anticipation of the end of the term of Loan Agreement. There is
no guarantee we will be able to renew the Loan Agreement on similar terms as the existing
agreement.
In March 2007, Palisades XVI consummated the Portfolio Purchase. The Portfolio Purchase
is made up of predominantly credit card accounts and includes accounts in collection litigation and
accounts as to which the sellers have been awarded judgments and other traditional charge-offs. The
Companys line of credit with the Bank Group was fully utilized, as modified in February 2007, with
the aggregate deposit of $75 million paid for the Portfolio Purchase.
The remaining $225 million was paid on March 5, 2007 by borrowing approximately
$227 million (inclusive of transaction costs) under a new Receivables Financing Agreement entered
into by Palisades XVI with a major financial institution as the funding source, and consists of
debt with full recourse only to Palisades XVI, and, as of June 30, 2008, bore an interest rate of
approximately 320 basis points over LIBOR. The term of the original agreement was three years. All
proceeds received as a result of the net collections from the Portfolio Purchase are applied to
interest and principal of the underlying loan. The Company made certain representations and
warranties to the lender to support the transaction. The Portfolio Purchase is serviced by
Palisades Collection, LLC, a wholly owned
32
subsidiary of the Company, which has also engaged several
unrelated subservicers. As of June 30, 2008, there was a $137.7 million outstanding balance under
this facility.
On December 27, 2007, Palisades XVI entered into the second amendment of its
Receivable Financing Agreement. As the actual collections had been slower than the minimum
collections scheduled under the original agreement, which contemplated sales of accounts which had
not occurred, the lender and Palisades XVI agreed to a lower amortization schedule which did not
contemplate the sales of accounts. The effect of this reduction was to extend the payments of the
loan from approximately 25 months to approximately 31 months from the date of the second amendment.
The lender charged Palisades XVI a fee of $475,000 which was paid on January 10, 2008. The fee was
capitalized and is being amortized over the remaining life of the Receivables Financing Agreement.
On May 19, 2008, Palisades XVI entered into the third amendment of its Receivable
Financing Agreement. As the actual collections on the Portfolio Purchase continued to be slower
than the minimum collections scheduled under the second amendment, the lender and Palisades XVI
agreed to an extended amortization schedule. The effect of this reduction is to extend the length
of the original loan to three years, nine months, an extension of nine months. The lender also
increased the interest rate to approximately 320 basis points (from 170 basis points) over LIBOR,
subject to automatic reduction in the future if additional capital contributions are made by the
parent of Palisades XVI. In addition, on May 19, 2008, the Company
entered into in an amended and restated Service Agreement among
Palisades XVI, Palisades Collection, L.L.C. and the Bank of
Montreal (the Service Agreement). The amendment calls
for increased documentation, responsibilities and approvals of
subservcers engaged by Palisades Collection L.L.C. While the
June 30, 2008 date for the completion of these items to be
resolved has passed, the parties have been involved in good faith
negotiations to complete the requirements under this amendment and
the Company believes this matter will be resolved in the near future.
On April 29, 2008, the Company obtained a subordinated loan pursuant to a subordinated
promissory note from Asta Group, Inc. (the Family Entity). The Family Entity is a greater than 5%
shareholder of the Company beneficially owned and controlled by Arthur Stern, the Chairman of the
Board of the Company, Gary Stern, the Chief Executive Officer of the Company, and members of their
families. The loan is in the aggregate principal amount of $8,246,493, bears interest at a rate of
6.25% per annum, is payable interest only each quarter until its maturity date of January 9, 2010,
subject to prior repayment in full of the Companys senior loan facility with a consortium of
banks. Interest expense on this loan was $24,000 for the three months ended June 30, 2008.
The subordinated loan was incurred by the Company to resolve certain issues described
below. Proceeds of the subordinated loan were used to reduce the balance due on our line of credit
with the Bank Group on June 13, 2008. This facility is secured by substantially all of the assets
of the Company and its subsidiaries (the Bank Group Collateral), other than the assets of
Palisades XVI, which was separately financed by the Bank of Montreal (the BMO Facility).
As of June 30, 2008, our cash decreased $1.7 million to $2.8 million from $4.5 million at
September 30, 2007. The decrease in cash during the nine month period ended June 30, 2008, was due
to a decrease in net income for the period, and a decrease in cash flows from financing activities
offset by an increase in cash flows from investing activities due to the decrease in the purchases
of accounts acquired for liquidation.
Net cash provided by operating activities was $44.6 million during the nine months ended
June 30, 2008, compared to net cash provided by operating activities of $35.1 million during the
nine months ended June 30, 2007. The increase in net cash provided by operating activities was
primarily due to the decrease in net income, a decrease in the investment in venture, an increase
in income taxes payable offset by an increase in amounts due from third party collection agencies
and attorneys, and an increase in deferred income taxes. Net cash provided by investing activities
was $16.5 million during the nine months ended June 30, 2008, compared to net cash used by
investing activities of $279.0 million during the nine months ended June 30, 2007. The increase in
net cash provided by investing activities was primarily due to the decrease in the purchase of
accounts acquired for liquidation during the nine months ended June 30, 2008, reflecting the effect
of the acquisition of the Portfolio Purchase which was consummated in the second quarter of 2007.
Net cash used in financing activities was $62.9 million during the nine month period ended June 30,
2008, as compared to cash provided by financing activities of $256.7 million in the prior period.
The change in net cash used by financing activities was primarily due to an increase in the paydown
of the lines of credit during the nine months ended June 30, 2008. In addition, there was
approximately a $42 thousand positive foreign exchange effect on cash for the nine month period
ended June 30, 2008.
An entity (the Servicer) that provides servicing for certain portfolios within the Bank
Group Collateral, was also engaged by Palisades Collection, LLC, the Companys servicing subsidiary
(Palisades Collection), after the initial purchase of the Portfolio Purchase in March 2007, to
provide certain management services with respect to the portfolios owned by Palisades XVI and
financed by the BMO Facility and to provide subservicing functions for portions of the Portfolio
Purchase. Collections with respect to the Portfolio Purchase, and most portfolios purchased by the
Company, lag the costs and fees which are expended to generate those collections, particularly when
court costs are advanced to pursue an aggressive litigation strategy, as is the case with the
Portfolio Purchase. Start-up cash flow issues with respect to the Portfolio Purchase were
exacerbated by (a) collection challenges caused by the current economic environment, (b) the fact
that Palisades Collection believed that it would be desirable to engage the Servicer to perform
management services with respect to the Portfolio Purchase which services were not contemplated at
the time of the initial Portfolio Purchase and (c) Palisades Collection believed it would be
desirable to commence litigations and incur court costs at a faster rate than initially budgeted.
The agreements with the Servicer call for a 3% fee on substantially all gross collections from the
Portfolio Purchase on the first $500 million and 7% on substantially all collections from the
Portfolio Purchase in excess of $500 million. Additionally, the Company pays the Servicer a monthly
fee of $275,000 for the first twenty four months for its consulting, asset
identification and skiptracing efforts in connection with the Portfolio Purchase. The Servicer also
receives a servicing fee with respect
33
to those accounts it actually subservices. As the fees due to
the Servicer for management and subservicing functions and the amounts spent for court costs were
higher than those initially contemplated for subservicing functions, and as start-up collections
with respect to the Portfolio Purchase were slower than initially projected, the amounts owed to
the Servicer with respect to the Portfolio Purchase for fees and advances for court costs to pursue
litigation against debtors have to date exceeded amounts available to pay the Servicer from
collections received by the Servicer on the Portfolio Purchase on a current basis. The Company
considered the effects of these trends on portfolio valuation.
Rather than waiting for collections from the Portfolio Purchase to satisfy sums of
approximately $8.2 million due it for court cost advances and its fees, the Servicer set-off that
amount against amounts it had collected on behalf of the Company with respect to the Bank Group
Collateral. While the Servicer disagrees, the Company believes that those sums should have been
remitted to the Bank Group without setoff.
The Company determined to remedy any shortfall in the receipts due to the Bank Group by
obtaining the $8.2 million subordinated loan from the Family Entity and causing the proceeds of the
loan to be delivered to the Bank Group and not to pursue a dispute with the Servicer at this time.
The Company believes that avoiding a dispute with the Servicer at this time is in its best
interests. Although we have not experienced an increase in collections as of June 30, 2008, the
arrangement should improve collections on the Portfolio Purchase and provide for greater borrowing
ability for new portfolios under the Bank Group facility over the next few months. The Company also
believes that the terms of the subordinated loan from the Family Entity are more favorable than
could be obtained from an unrelated third party institution.
On April 29, 2008, the Company entered into a letter agreement with the Bank Group that
consented to the Subordinated Loan from the Family Entity and the Servicer has stated in writing
that it will not make any further set-offs against collections due to it pending resolution of this
dispute. The Company believes that any future sums due to the Servicer will be available from the
cash flow of the Portfolio Purchase.
Our cash requirements have been and will continue to be significant. We depend on
external financing to acquire consumer receivables. Acquisitions are financed primarily through
cash flows from operating activities and with our credit facility. At December 31, 2007, March 31,
2008 and June 30, 2008, due to the collateral formula required by the Bank Group, the Company was
approaching the upper limit of its borrowing capacity. However, with limited purchases of
portfolios through the nine months ended June 30, 2008, coupled with the $8.2 million of
subordinated debt acquired by the Company, availability is approximately $14.4 million at June 30,
2008. As the collection environment remains challenging, we may be required to seek additional
funding. Although availability has increased, the limited availability coupled with slower
collections has had and could continue to have a negative impact on our ability to purchase new
portfolios for future growth.
Our business model affords us the ability to sell accounts on an opportunistic basis.
While we have not consummated any significant sales from our Portfolio Purchase, we launched a
sales effort in order to attempt to enhance our cash flow and pay down our debt faster. The results
are slower than expected for a variety of factors, including a slow resale market, similar to the
decrease in pricing we are seeing in general.
34
The following tables summarize the changes in the balance sheet of the investment in
consumer receivables acquired for liquidation during the following periods:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For The Nine Months Ended June 30, 2008 |
|
|
|
|
|
|
|
Cost |
|
|
|
|
|
|
Interest |
|
|
Recovery |
|
|
|
|
|
|
Method |
|
|
Method |
|
|
Total |
|
Balance, beginning of period |
|
$ |
508,515,000 |
|
|
$ |
37,108,000 |
|
|
$ |
545,623,000 |
|
Acquisitions of receivable portfolios, net |
|
|
25,622,000 |
|
|
|
23,242,000 |
|
|
|
48,864,000 |
|
Net cash collections from collections of
consumer receivables acquired for
liquidation (1) |
|
|
(130,572,000 |
) |
|
|
(10,633,000 |
) |
|
|
(141,205,000 |
) |
Net cash collections represented by
accounts sales of consumer receivables
acquired for liquidation |
|
|
(15,480,000 |
) |
|
|
|
|
|
|
(15,480,000 |
) |
Transfer to cost recovery (2) |
|
|
(208,693,000 |
) |
|
|
208,693,000 |
|
|
|
|
|
Impairments |
|
|
(43,153,000 |
) |
|
|
|
|
|
|
(43,153,000 |
) |
Effect of foreign currency translation |
|
|
|
|
|
|
782,000 |
|
|
|
782,000 |
|
Finance income recognized (3) |
|
|
90,624,000 |
|
|
|
949,000 |
|
|
|
91,573,000 |
|
|
|
|
|
|
|
|
|
|
|
Balance, end of period |
|
$ |
226,863,000 |
|
|
$ |
260,141,000 |
|
|
$ |
487,004,000 |
|
|
|
|
|
|
|
|
|
|
|
Revenue as a percentage of collections |
|
|
62.0 |
% |
|
|
8.9 |
% |
|
|
58.4 |
% |
|
|
|
(1) |
|
Includes the put back of a portfolio purchased and returned to the seller
in the amount of $2.8 million in the first quarter of fiscal year 2008. |
|
(2) |
|
The Company purchased $6.9 billion in face value receivables for a
purchase price of $300 million in March 2007 (the Portfolio Purchase).
During the quarter ending June 30, 2008, the Company transferred the
carrying value of the Portfolio Purchase from the interest method to the
cost recovery method. |
|
(3) |
|
Includes $34.2 million derived from fully amortized interest method pools. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For The Nine Months Ended June 30, 2007 |
|
|
|
|
|
|
|
Cost |
|
|
|
|
|
|
Interest |
|
|
Recovery |
|
|
|
|
|
|
Method |
|
|
Method |
|
|
Total |
|
Balance, beginning of period |
|
$ |
256,199,000 |
|
|
$ |
1,076,000 |
|
|
$ |
257,275,000 |
|
Acquisitions of receivable portfolios, net |
|
|
356,884,000 |
|
|
|
45,432,000 |
|
|
|
402,316,000 |
|
Net cash collections from collections of
consumer receivables acquired for
liquidation (1) |
|
|
(164,829,000 |
) |
|
|
(8,020,000 |
) |
|
|
(172,849,000 |
) |
Net cash collections represented by
account sales of consumer receivables
acquired for liquidation |
|
|
(36,519,000 |
) |
|
|
(4,247,000 |
) |
|
|
(40,766,000 |
) |
Transfer to cost recovery (2) |
|
|
(4,478,000 |
) |
|
|
4,478,000 |
|
|
|
|
|
Impairments |
|
|
(2,412,000 |
) |
|
|
|
|
|
|
(2,412,000 |
) |
Finance income recognized (3) |
|
|
94,168,000 |
|
|
|
1,971,000 |
|
|
|
96,139,000 |
|
|
|
|
|
|
|
|
|
|
|
Balance, end of period |
|
$ |
499,013,000 |
|
|
$ |
40,690,000 |
|
|
$ |
539,703,000 |
|
|
|
|
|
|
|
|
|
|
|
Revenue as a percentage of collections |
|
|
46.8 |
% |
|
|
16.1 |
% |
|
|
45.0 |
% |
|
|
|
(1) |
|
Includes put backs of purchased accounts returned to the seller totaling $5.5 million. |
|
(2) |
|
Represents a portfolio acquired during the three months ended December 31, 2006 which
the Company returned to the seller on July 31, 2007. |
|
(3) |
|
Includes $11.1 million derived from fully amortized interest method pools. |
35
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For The Three Months Ended June 30, 2008 |
|
|
|
|
|
|
|
Cost |
|
|
|
|
|
|
Interest |
|
|
Recovery |
|
|
|
|
|
|
Method |
|
|
Method |
|
|
Total |
|
Balance, beginning of period |
|
$ |
460,623,000 |
|
|
$ |
51,633,000 |
|
|
$ |
512,256,000 |
|
Acquisitions of receivable portfolios, net |
|
|
5,467,000 |
|
|
|
2,090,000 |
|
|
|
7,557,000 |
|
Net cash collections from collections of
consumer receivables acquired for
liquidation |
|
|
(42,869,000 |
) |
|
|
(3,303,000 |
) |
|
|
(46,172,000 |
) |
Net cash collections represented by
account sales of consumer receivables
acquired for liquidation |
|
|
(2,826,000 |
) |
|
|
|
|
|
|
(2,826,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Transfer to cost recovery (1) |
|
|
(208,693,000 |
) |
|
|
208,693,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impairments |
|
|
(8,153,000 |
) |
|
|
|
|
|
|
(8,153,000 |
) |
Effect of foreign currency translation |
|
|
|
|
|
|
782,000 |
|
|
|
782,000 |
|
Finance income recognized (2) |
|
|
23,314,000 |
|
|
|
246,000 |
|
|
|
23,560,000 |
|
|
|
|
|
|
|
|
|
|
|
Balance, end of period |
|
$ |
226,863,000 |
|
|
$ |
260,141,000 |
|
|
$ |
487,004,000 |
|
|
|
|
|
|
|
|
|
|
|
Revenue as a percentage of collections |
|
|
51.0 |
% |
|
|
7.4 |
% |
|
|
48.1 |
% |
|
|
|
(1) |
|
Represents the transfer of the carrying value of the Portfolio Purchase from the interest method to the cost recovery method. |
|
(2) |
|
Includes $10.4 million derived from fully amortized interest method pools. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For The Three Months Ended June 30, 2007 |
|
|
|
|
|
|
|
Cost |
|
|
|
|
|
|
Interest |
|
|
Recovery |
|
|
|
|
|
|
Method |
|
|
Method |
|
|
Total |
|
Balance, beginning of period |
|
$ |
522,345,000 |
|
|
$ |
41,389,0000 |
|
|
$ |
563,734,000 |
|
Acquisitions of receivable portfolios, net |
|
|
11,086,000 |
|
|
|
4,548,000 |
|
|
|
15,634,000 |
|
Net cash collections from collections of
consumer receivables acquired for
liquidation (1) |
|
|
(62,814,000 |
) |
|
|
(5,931,000 |
) |
|
|
(68,745,000 |
) |
Net cash collections represented by
account sales of consumer receivables
acquired for
liquidation |
|
|
(9,765,000 |
) |
|
|
|
|
|
|
(9,765,000 |
) |
Finance income recognized (2) |
|
|
38,161,000 |
|
|
|
684,000 |
|
|
|
38,845,000 |
|
|
|
|
|
|
|
|
|
|
|
Balance, end of period |
|
$ |
499,013,000 |
|
|
$ |
40,690,000 |
|
|
$ |
539,703,000 |
|
|
|
|
|
|
|
|
|
|
|
Revenue as a percentage of collections |
|
|
52.6 |
% |
|
|
11.5 |
% |
|
|
49.5 |
% |
|
|
|
(1) |
|
Includes put backs of purchased accounts returned to the seller totaling $5.5 million. |
|
(2) |
|
Includes $5.6 million derived from fully amortized interest method pools. |
Additional Supplementary Information:
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 small portion of
the face amounts. During the nine months ended June 30, 2008, we purchased portfolios with an
aggregate purchase price of $48.9 million with a face value of $1.6 billion.
Prior to October 1, 2005, we accounted for our investment in finance receivables using
the interest method under the guidance of Practice Bulletin 6, Amortization of Discounts on
Certain Acquired Loans. Effective October 1, 2005, we adopted and began to account for its
investment in finance receivables using the interest method under the guidance of American
Institute of Certified Public Accountants (AICPA) Statement of Position (SOP) 03-3, Accounting
for Loans or Certain Securities Acquired in a Transfer. Practice Bulletin 6 was amended by SOP
03-3 as described further. Under the guidance of SOP 03-3 (and the amended Practice Bulletin 6),
static pools of accounts are established. These pools are aggregated based on certain common risk
criteria. Each
static pool is recorded at cost and is accounted for as a single unit for the recognition of
income, principal payments and loss provision. Once a static pool is established for a quarter,
individual receivable accounts are not added to the pool (unless replaced by the seller) or removed
from the pool (unless sold or returned to the seller). SOP 03-3 (and the amended Practice Bulletin
6) requires
36
that the excess of the contractual cash flows over expected cash flows not be
recognized as an adjustment of revenue or expense or on the balance sheet. The SOP initially
freezes the internal rate of return, referred to as IRR, estimated when the accounts receivable are
purchased as the basis for subsequent impairment testing. Significant increases in actual, or
expected future cash flows may be recognized prospectively through an upward adjustment of the IRR
over a portfolios remaining life. Any increase to the IRR then becomes the new benchmark for
impairment testing. Effective for fiscal years beginning October 1, 2005 under SOP 03-3 and the
amended Practice Bulletin 6, rather than lowering the estimated IRR if the collection estimates are
not received or projected to be received, the carrying value of a pool would be written down to
maintain the then current IRR. Income on finance receivables is earned based on each static pools
effective IRR. 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 portfolios cost. Revenue arising from collections in excess of anticipated
amounts attributable to timing differences is deferred. The estimated future cash flows are
reevaluated quarterly.
COLLECTIONS REPRESENTED BY ACCOUNT SALES
|
|
|
|
|
|
|
|
|
|
|
Collections |
|
|
|
|
Represented |
|
Finance |
|
|
By Account |
|
Income |
Period |
|
Sales |
|
Earned |
Nine months ended June 30, 2008
|
|
$ |
15,480,000 |
|
|
$ |
7,125,000 |
|
Three months ended June 30, 2008
|
|
$ |
2,826,000 |
|
|
$ |
1,946,000 |
|
|
|
|
|
|
|
|
|
|
Nine months ended June 30, 2007
|
|
$ |
40,766,000 |
|
|
$ |
18,211,000 |
|
Three months ended June 30, 2007
|
|
$ |
9,975,000 |
|
|
$ |
3,697,000 |
|
PORTFOLIO PERFORMANCE (1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash |
|
|
|
|
|
|
|
|
|
Total estimated |
|
|
|
|
|
|
Collections |
|
Estimated |
|
Total |
|
Collections as a |
|
|
Purchase |
|
Including Cash |
|
Remaining |
|
Estimated |
|
Percentage of |
Purchase Period |
|
Price (2) |
|
Sales (3) |
|
Collections (4) |
|
Collections (5) |
|
Purchase Price |
2001 |
|
$ |
65,120,000 |
|
|
$ |
105,305,000 |
|
|
$ |
0 |
|
|
$ |
105,305,000 |
|
|
|
162 |
% |
2002 |
|
|
36,557,000 |
|
|
|
47,734,000 |
|
|
|
0 |
|
|
|
47,734,000 |
|
|
|
131 |
% |
2003 |
|
|
115,626,000 |
|
|
|
200,979,000 |
|
|
|
3,201,000 |
|
|
|
204,180,000 |
|
|
|
177 |
% |
2004 |
|
|
103,743,000 |
|
|
|
169,139,000 |
|
|
|
4,864,000 |
|
|
|
174,003,000 |
|
|
|
168 |
% |
2005 |
|
|
126,023,000 |
|
|
|
179,123,000 |
|
|
|
41,924,000 |
|
|
|
221,047,000 |
|
|
|
175 |
% |
2006 |
|
|
200,237,000 |
|
|
|
191,482,000 |
|
|
|
119,182,000 |
|
|
|
310,664,000 |
|
|
|
155 |
% |
2007(6) |
|
|
109,235,000 |
|
|
|
48,056,000 |
|
|
|
99,295,000 |
|
|
|
147,351,000 |
|
|
|
135 |
% |
2008 |
|
|
25,622,000 |
|
|
|
6,890,000 |
|
|
|
27,967,000 |
|
|
|
34,857,000 |
|
|
|
136 |
% |
|
|
|
(1) |
|
Total collections do not represent full collections of the Company with respect to this or any other year. |
|
(2) |
|
Purchase price refers to the cash paid to a seller to acquire a portfolio less the purchase price
refunded by a seller due to the return of non-compliant accounts (also defined as put-backs). |
|
(3) |
|
Net cash collections include: net collections from our third-party collection agencies and attorneys, net
collections from our in-house efforts and collections represented by account sales. |
|
(4) |
|
Does not include estimated collections from portfolios that are zero basis. |
|
(5) |
|
Total estimated collections refer to the actual net cash collections, including cash sales, plus
estimated remaining net collections. |
|
(6) |
|
Purchase Price, Net Cash Collections Including Cash Sales, Estimated Remaining Collections, Total
Estimated Collections and Total Estimated Collections as a Percentage of Purchase Price reflect transfer
to Cost Recovery of the Portfolio Purchase effective during the third quarter of fiscal 2008. |
37
Recent Accounting Pronouncements
In May 2008, the Financial Accounting Standards
Board (FASB) issued FASB Statement No. 163 Accounting for Financial Guarantee Insurance
Contractsan interpretation of FASB Statement No. 60 (FASB Statement No. 163).
FASB Statement No. 163 requires that an insurance enterprise recognize
a claim liability prior to an event of default (insured event) when there is evidence that credit
deterioration has occurred in an insured financial obligation. This Statement also clarifies how
Statement 60 applies to financial guarantee insurance contracts, including the recognition and
measurement to be used to account for premium revenue and claim liabilities. Those clarifications
will increase comparability in financial reporting of financial guarantee insurance contracts by
insurance enterprises. This Statement requires expanded disclosures about financial guarantee
insurance contracts. The accounting and disclosure requirements of the Statement will improve the
quality of information provided to users of financial statements.
This Statement is effective for
financial statements issued for fiscal years beginning after December 15, 2008, and all interim
periods within those fiscal years, except for some disclosures about the insurance enterprises
risk-management activities. It is expected that FASB Statement No. 163 will not impact the Company.
In March 2008,
the FASB issued FASB Statement No. 161 Disclosures about Derivative
Instruments and Hedging Activitiesan amendment of FASB Statement No. 133. This Statement requires
enhanced disclosures about an entitys derivative and hedging activities and thereby improves the
transparency of financial reporting providing users of financial statements with an enhanced
understanding of (i) how and why an entity uses derivative instruments, (ii) how derivative
instruments and related hedged items are accounted for under Financial Accounting Standards No. 133
Accounting for Derivative Instruments and Hedging Activities and its related interpretations and
(iii) how derivative instruments and related hedged items affect an entitys financial position,
financial performance, and cash flows. This Statement is effective for financial statements issued
for fiscal years and interim periods beginning after November 15, 2008, with early application
encouraged. This Statement encourages, but does not require, comparative disclosures for earlier
periods at initial adoption. This statement is not expected to impact the Company.
In December 2007 the SEC issued Staff Accounting Bulletin 110 (SAB 110). This
staff accounting bulletin (SAB) expresses the views of the staff regarding the use of a
simplified method, as discussed in SAB No. 107 (SAB 107), in developing an estimate of expected
term of plain vanilla share options in accordance with FASB Statement No. 123 (revised 2004), Share-Based Payment . In particular, the staff indicated in SAB
107 that it will accept a companys election to use the simplified method, regardless of whether
the company has sufficient information to make more refined estimates of expected term. At the time
SAB 107 was issued, the staff believed that more detailed external information about employee
exercise behavior (e.g., employee exercise patterns by industry and/or other categories of
companies) would, over time, become readily available to companies. Therefore, the staff stated in
SAB 107 that it would not expect a company to use the simplified method for share option grants
after December 31, 2007. The staff understands that such detailed information about employee
exercise behavior might not be widely available by December 31, 2007. Accordingly, the staff will
continue to accept, under certain circumstances, the use of the simplified method beyond
December 31, 2007. This SAB does not have a material impact on the Company.
In November 2007
the SEC issued SAB No. 109 (SAB 109) which expresses the staff views
regarding written loan commitments that are accounted for at fair value through earnings under
generally accepted accounting principles. SAB No. 105, Application of Accounting Principles to Loan
Commitments (SAB 105), provided the views of the staff regarding derivative loan commitments that
are accounted for at fair value through earnings pursuant to FASB Statement No. 133, Accounting for Derivative Instruments and Hedging Activities. SAB 105 stated
that in measuring the fair value of a derivative loan commitment, the staff believed it would be
inappropriate to incorporate the expected net future cash flows related to the associated servicing
of the loan. This SAB supersedes SAB 105 and expresses the current view of the staff that,
consistent with the guidance in Statement of Financial Accounting Standards No. 156, Accounting
for Servicing of Financial Assets , and Statement of Financial Accounting Standards No. 159, The
Fair Value Option for Financial Assets and Financial Liabilities, the expected net future cash
flows related to the associated servicing of the loan should be included in the measurement of all
written loan commitments that are accounted for at fair value through earnings. SAB 105 also
indicated that the staff believed that internally-developed intangible assets (such as customer
relationship intangible assets) should not be recorded as part of the fair value of a derivative
loan commitment. This SAB retains that staff view and broadens its application to all written loan
commitments that are accounted for at fair value through earnings. The adoption of SAB No. 109 will
not have any impact on the Company.
In February 2007, the FASB issued FASB Statement
No. 159, The Fair Value Option for Financial Assets and Financial
38
Liabilities Including an
amendment of FASB Statement No. 115 . This Statement permits entities to choose to measure many
financial instruments and certain other items at fair value. The objective is to improve financial
reporting by providing entities with the opportunity to mitigate volatility in reported earnings
caused by measuring related assets and liabilities differently without having to apply complex
hedge accounting provisions. This Statement is expected to expand the use of fair value
measurement, which is consistent with the Boards long-term measurement objectives for accounting
for financial instruments. This Statement is effective for the Companys fiscal year that begins
October 1, 2008. We do not believe this statement, when adopted, will have a material impact on the Company.
In September 2006, the FASB issued
FASB Statement No. 157, Fair Value Measurements (FASB Statement No. 157). This Statement defines
fair value, establishes a framework for measuring fair value in generally accepted accounting
principles (GAAP), and expands disclosures about fair value measurements. This Statement applies
under other accounting pronouncements that require or permit fair value measurements, the Board
having previously concluded in those accounting pronouncements that fair value is the relevant
measurement attribute. Accordingly, this Statement does not require any new fair value
measurements. FASB Statement No. 157 will be effective for our financial statements issued for our
fiscal year beginning October 1, 2008. The Company does not expect the adoption of FASB Statement
No. 157 to have a material impact on its financial reporting or disclosure requirements.
39
ITEM 3. 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 June 30, 2008, our
$175 million credit facility and our Receivable Financing Agreement, all of which is variable debt,
had outstanding balances of $114.3 million and $137.7 million, respectively. A 25 basis point
increase in the interest rates would have increased our interest expense for the nine months ended
June 30, 2008 by approximately $600,000. We do not invest in derivative financial or commodity
instruments.
ITEM 4. CONTROLS AND PROCEDURES
a. Disclosure Controls and Procedures.
As of the
end of the period covered by this Quarterly Report on Form 10-Q, we carried out an evaluation, with
the participation of our management, including our Chief Executive Officer and Chief Financial
Officer, of the effectiveness of our disclosure controls and procedures pursuant to Securities
Exchange Act Rule 13a-15. Based upon that evaluation, our Chief Executive Officer and Chief
Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2008, as the material weaknesses described in the September 30, 2007 Form 10-K and Form 10-K/A have
been remediated as of June 30, 2008.
b. Changes in Internal Controls Over Financial Reporting.
The Company has taken a number of corrective actions to address the above mentioned material
weaknesses. These actions included the establishment of an investment committee comprised of the
Chairman, the Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer and
our Senior Vice President, and if appropriate, members of the audit committee. This committee
reviews all material transactions with a view to ensuring complete, accurate and timely financial
accounting and related disclosure. In addition the Company undertook a review of its financial
reporting processes with an outside consultant and formalized a process deemed necessary. We
believe we have made the appropriate changes in our system of internal accounting controls and the
weaknesses cited above have been remediated..
40
PART II. OTHER INFORMATION
ITEM 1. 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 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-Q, we were not
involved in any material litigation in which we were a defendant.
ITEM 1A. RISK FACTORS
The following are additional risk factors that should be considered in conjunction with risk factors
previously disclosed in the Companys Annual Report on Form 10-K and Form 10-K/A filed with the SEC.
We have seen, at certain times, the environment for collections
from debtors is slower and more challenging.
The current collection environment is particularly
challenging as a result of factors in the economy over which we have no control. These factors
include:
|
|
|
the slowdown in the economy; |
|
|
|
|
problems in the credit and housing markets; |
|
|
|
|
reductions in consumer spending; |
|
|
|
|
changes in the underwriting criteria by originators; and |
|
|
|
|
changes in laws and regulations governing consumer lending. |
We believe that our debtors might be straining to pay their obligations owed to us. A
continuation of the current problems in the credit and housing markets, including negative
effects on the ability of debtors to obtain second mortgages, home equity lines of credit or
other types of refinancing, and the general slow down in the economy has had and could continue
to adversely affect the value of our portfolio and financial performance.
Recent amendments to
our credit facility increase our risk and potential loss.
Since the Portfolio Purchase in
March 2007, Palisades XVI has not performed well with respect to the Receivable Financing
Agreement with the Bank of Montreal (BMO). In September 2007, Palisades XVI was required to
remit an additional $13.1 million to BMO in order to be in compliance with its repayment
obligations. The Company purchased a portion of this Portfolio from Palisades XVI at a price of
$13.1 million, giving Palisades XVI the ability to make this payment. In December 2007, Palisades
XVI entered into an amendment of the Receivable Financing Agreement to extend the required
repayment schedule. Again in May 2008, as a result of collections being slower than anticipated
at the time of the December 2007 amendment, Palisades XVI and BMO amended the Receivable
Financing Agreement to further extend the repayment schedule. While the Company believes it will
be able to make all payments due under the new payment schedule, the Company also believes that
if it fails to do so it will be required to sell the Portfolio Purchase or may be subject to a
foreclosure on the Portfolio Purchase. In addition, on May 19, 2008, the Company
entered into an amended and restated Service Agreement among Palisades XVI, Palisades Collection,
L.L.C. and the Bank of Montreal (the Service Agreement). The amendment calls for increased documentation, responsibilities and approvals of subservcers engaged by Palisades Collection L.L.C. While the June 30, 2008 date for the completion of these items to be resolved has passed, the parties have been involved in good faith negotiations to complete the requirements under this amendment and the Company believes this matter will be resolved in the near future.
41
We rely on third parties to locate, identify and
evaluate consumer receivable portfolios available for purchase.
We have relied on a third party
and paid it significant fees to assist us in asset identification, skiptracing and other debtor
locating methods in order to increase the likelihood of our future collections with respect to
the Portfolio Purchase. If such information, much of which has only recently been received does
not prove to be accurate, our collections and results of operations could be materially adversely
affected.
The Company has been required to amend its revolving credit facility on a number of
occasions.
The Company has been required to seek amendments to its revolving credit
facility due to issues concerning its financial performance in the past. While the Company has
been able to obtain the requisite amendments on each such occasion, it has resulted in higher
interest rates and increased costs to the Company. Further, there can be no assurance that the
Company will be able to obtain additional amendments if it fails to meet its financial covenants
or other obligations under the revolving credit facility in the future. The term of the Loan
Agreement ends July 11, 2009. The Company is in the beginning stages of discussions with the Bank
Group in anticipation of the end of the term of Loan Agreement. There is no guarantee we will be
able to renew the Loan Agreement on similar terms as the existing agreement.
42
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO
A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
(a) Exhibits
|
31.1 |
|
Certification of the Registrants Chief Executive Officer, Gary
Stern, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
|
31.2 |
|
Certification of the Registrants Chief Financial Officer, Mitchell
Cohen, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|
|
32.1 |
|
Certification of the Registrants Chief Executive Officer, Gary
Stern, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|
|
32.2 |
|
Certification of the Registrants Chief Financial Officer, Mitchell
Cohen, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
43
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
|
|
|
|
|
|
ASTA FUNDING, INC.
(Registrant)
|
|
Date: August 11, 2008 |
By: |
/s/ Gary Stern
|
|
|
|
Gary Stern, President, Chief Executive Officer |
|
|
|
(Principal Executive Officer) |
|
|
|
|
|
Date: August 11, 2008 |
By: |
/s/ Mitchell Cohen
|
|
|
|
Mitchell Cohen, Chief Financial Officer |
|
|
|
(Principal Financial Officer and Principal
Accounting Officer) |
|
|
44