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| AFNG.OB > SEC Filings for AFNG.OB > Form 10-Q on 14-Aug-2009 | All Recent SEC Filings |
14-Aug-2009
Quarterly Report
You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and the related notes appearing at the end of our Form 10-K for the fiscal year ended December 31, 2008. Some of the information contained in this discussion and analysis or set forth elsewhere in this form 10-Q, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties. You should review the "Risk Factors" section of our Form 10-K for the fiscal year ended December 31, 2008 for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.
Executive Overview
Our business objective is to create a well-recognized, national financial services firm for small businesses providing accounts receivable funding (factoring), outsourcing of accounts receivable management including collections support and assumption of risk of customer default. For certain service businesses, Anchor also provides back office support including payroll, payroll tax compliance and invoice processing services. We provide our services to clients nationwide and may expand our services internationally in the future. We plan to achieve our growth objectives as described below through a combination of strategic and add-on acquisitions of other factoring and related specialty finance firms that serve small businesses in the United States and Canada and internal growth through mass media marketing initiatives. Our principal operations are located in Charlotte, North Carolina and we maintain an executive office in Boca Raton, Florida which includes sales and marketing functions.
Summary of Critical Accounting Policies
Management's Discussion and Analysis of Financial Condition and Results of Operations discusses our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments, including those related to credit provisions, intangible assets, contingencies, litigation and income taxes. Management bases its estimates and judgments on historical experience as well as various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Management believes the following critical accounting policies, among others, reflect the more significant judgments and estimates used in the preparation of our financial statements.
Summary of Critical Accounting Policies and Estimates
Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates 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.
Revenue Recognition - The Company charges fees to its customers in one of two ways as follows:
1) Fixed Transaction Fee - Fixed transaction fees are derived from a fixed percentage of the purchased invoice. This percentage does not change from the date the purchased invoice is funded until the date the purchased invoice is collected.
2) Variable Transaction Fee - Variable transaction fees vary based on the length of time the purchased invoice is outstanding. As specified in its contract with the customer, the Company charges variable increasing percentages of the purchased invoice as time elapses from the purchase date to the collection date.
For both fixed and variable transaction fees, the Company recognizes revenue by using one of two methods depending on the type of customer. For new customers the Company recognizes revenue using the cost recovery method. For established customers the Company recognizes revenue using the accrual method.
Under the cost recovery method, all revenue is recognized upon collection of the entire amount of purchased accounts receivable.
The Company considers new customers to be accounts whose initial funding has been within the last three months or less. Management believes it needs three months of history to reasonably estimate a customer's collection period and accrued revenues. If three months of history has a limited number of transactions, the cost recovery method will continue to be used until a reasonable revenue estimate can be made based on additional history. Once the Company obtains sufficient historical experience, it will begin using the accrual method to recognize revenue.
For established customers the Company uses the accrual method of accounting. The Company applies this method by multiplying the historical yield, for each customer, times the amount advanced on each purchased invoice outstanding for that customer, times the portion of a year that the advance is outstanding. The customers' historical yield is based on the Company's last six months of experience with the customer along with the Company's experience in the customer's industry, if applicable.
The amounts recorded as revenue under the accrual method described above are estimates. As purchased invoices are collected, the Company records the appropriate adjustments to record the actual revenue earned on each purchased invoice. These adjustments from the estimated revenue to the actual revenue have not been material.
Retained Interest in Purchased Accounts Receivable - Retained interest in purchased accounts receivable represents the gross amount of invoices purchased from factoring customers less amounts maintained in a reserve account and collected but unearned fee income, plus earned but uncollected fee income. The Company purchases a customer's accounts receivable and advances them a percentage of the invoice total. The difference between the purchase price and amount advanced is maintained in a reserve account. The reserve account is used to offset any potential losses the Company may have related to the purchased accounts receivable. Upon collection, the retained interest is refunded back to the client.
The Company's factoring and security agreements with their customers include various recourse provisions requiring the customers to repurchase accounts receivable if certain conditions, as defined in the factoring and security agreement, are met.
Senior management reviews the status of uncollected purchased accounts receivable monthly to determine if any are uncollectible. The Company has a security interest in the accounts receivable purchased and on a case-by-case basis, may have additional collateral. The Company files security interests in the property securing their advances. Access to this collateral is dependent upon the laws and regulations in each state where the security interest is filed. Additionally, the Company has varying types of personal guarantees from their factoring customers relating to the purchased accounts receivable.
Management considered approximately $122,000 and $94,000 of their June 30, 2009 and December 31, 2008 retained interest in purchased accounts receivable to be uncollectible.
Management believes the fair value of the retained interest in purchased accounts receivable approximates its recorded value because of the relatively short term nature of the purchased receivable and the fact that the majority of these invoices have been subsequently collected.
Property and Equipment - Property and equipment, consisting primarily of furniture and fixtures, computers and software, are stated at cost. Depreciation is provided over the estimated useful lives of the depreciable assets using the straight-line method. Estimated useful lives range from 2 to 7 years.
Deferred Financing Costs - Costs incurred to obtain financing are capitalized and amortized over the term of the debt using the straight-line method, which approximates the effective interest method.
In March 2009, the Company issued stock options to its Chief Executive Officer and President. These options were issued to reward these executive's for providing personal guarantees on the Company's financing agreement obtained in November of 2008 (see Note 5). The fair value of these options were computed as specified by current accounting standards (see Note 7) and recorded as deferred financing costs. This amount will be amortized to operations over the remaining term of the financing agreement.
In May 2009, the terms of the financing agreement were amended. One of the amendments was to remove the Company from its obligation to pay the lender $100,000 in loan fees. Also, in May the Company negotiated a reduction in legal fees charged by their corporate attorney related to work done on this financing agreement. This reduction was approximately $41,600.
The expiration date of the financing agreement was also amended in May 2009. Under the initial terms the financing agreement was scheduled to expire November 2011. Under the amended terms the financing agreement will expire on December 31, 2009.
As of June 30, 2009 and December 31, 2008, the total amount capitalized and accumulated amortization is as follows:
June 30, 2009 December 31, 2008
Cash paid or payable $ 105,000 $ 246,634
Stock options granted 96,000 -
Accumulated amortization (55,546 ) (5,431 )
$ 145,454 $ 241,203
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The net amount is classified in the balance sheets based on future expected amortization as follows:
June 30, 2009 December 31, 2008
Current $ 145,454 $ 85,130
Non-current - 156,073
$ 145,454 $ 241,203
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Advertising Costs - The Company charges advertising costs to expense as incurred. Total advertising costs were as follows:
For the six months ending June 30, 2009 2008 $ 173,000 $ 230,600
For the quarters ending June 30, 2009 2008 $ 86,000 $ 79,200
Earnings per Share - Basic earnings per share is computed by dividing the earnings for the period by the weighted average number of common shares outstanding during the period. Dilutive earnings per share includes the potential impact of dilutive securities, such as convertible preferred stock, stock options and stock warrants. The dilutive effect of stock options and warrants is computed using the treasury stock method, which assumes the repurchase of common shares at the average market price.
Under the treasury stock method, options and warrants will have a dilutive effect if the average price of common stock during the period exceeds the exercise price of the options and warrants.
Also when there is a year-to-date loss from continuing operations, potential common shares should not be included in the computation of diluted earnings per share. For the quarters and six months ending June 30, 2009 and 2008, there was a year-to-date loss from continuing operations.
Stock Based Compensation - The fair value of transactions in which the Company exchanges its equity instruments for employee services (share-based payment transactions) must be recognized as an expense in the financial statements as services are performed.
See Note 7 for the impact on the operating results for the six months ended June 30, 2009 and 2008.
Fair Value of Financial Instruments - The carrying value of cash equivalents, retained interest in purchased accounts receivable, due to financial institution, accounts payable and accrued liabilities approximates their fair value.
Cash and cash equivalents - Cash and cash equivalents consist primarily of highly liquid cash investment funds with original maturities of three months or less when acquired.
Income Taxes - Income taxes are provided for the tax effects of transactions reported in the financial statements plus deferred income taxes related to the differences between financial statement and taxable income.
The primary differences between financial statement and taxable income for the Company are as follows:
· Compensation costs related to the issuance of stock options
· Use of the reserve method of accounting for bad debts
· Differences in bases of property and equipment between financial and income tax reporting
· Net operating loss carryforwards.
The deferred tax asset represents the future tax return consequences of utilizing these items. Deferred tax assets are reduced by a valuation reserve, when management is uncertain if the net deferred tax assets will ever be realized.
The Company recognizes in its consolidated financial statements, the impact of a tax position, if that position is more likely than not of being sustained on audit, based on the technical merits of the position. The Company analyzed all its tax positions, including tax positions taken and those expected to be taken.
For the six months ended June 30, 2009 and 2008, the Company recognized no liability or benefit for uncertain tax positions (see Note 10).
The Company classifies interest accrued on unrecognized tax benefits with interest expense. Penalties accrued on unrecognized tax benefits are classified with operating expenses.
Results of Operations
Three Months Ended June 30, 2009 vs. Three Months Ended June 30, 2008
Finance revenues increased 43.8% for the three months ended June 30, 2009 to $393,202 compared to $273,516 for the comparable period of the prior year. The change in revenue was primarily due to an increase in the number of clients. As of June 30, 2009, the Company had 103 active clients compared to 84 active clients as of June 30, 2008.
The Company had interest expense of $20,718 for the three months ended June 30, 2009 compared to interest income of $10,902 for the three months ended June 30, 2008. This change is primarily the result of the decrease in cash in interest bearing accounts due to the Company's using its cash and borrowing on its line of credit to fund its purchasing of clients' accounts receivable.
The Company had a provision for credit losses of $21,646 for the three months ended June 30, 2009 compared to a provision for credit losses for the three months ended June 30, 2008 of $11,140.
Operating expenses for three months ended June 30, 2009 were $698,610 compared to $557,650 for the three months ended June 30, 2008, a 25.3% increase. This increase is primarily attributable to the Company's incurring additional costs to grow Anchor's core business and support growth.
Key changes in certain selling, general and administrative expenses:
Three Months Ended
June 30,
2009 2008 $ Change Explanation
Additional legal fees for
Professional fees $ 47,264 $ 17,852 29,412 corporate matters.
Increased payroll to support
Payroll 258,865 198,494 60,371 growth initiatives
$ 306,129 $ 216,346 $ 89,783
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Net loss for the three months ended June 30, 2009 was $(347,772) compared to $(284,372) for the three months ended June 30, 2008.
The following table compares the operating results for the three months ended
June 30, 2009 and June 30, 2008:
Three Months Ended
June 30,
2009 2008 $ Change % Change
Finance revenues $ 393,202 $ 273,516 $ 119,686 43.8
Interest income (expense), net (20,718 ) 10,902 (31,620 ) -
Net finance revenues 372,484 284,418 88,066 31.0
Provision for credit losses (21,646 ) (11,140 )
Finance revenues, net of interest
expense and credit losses 350,838 273,278 77,560 28.4
Operating expenses 698,610 557,650 140,960 25.3
Net loss before income taxes (347,772 ) (284,372 ) (63,400 )
Income tax (provision) benefit:
Net loss $ (347,772 ) $ (284,372 ) $ (63,400 )
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Client Accounts
As of and for the three months ended June 30, 2009, we have one client that
accounts for an aggregate of approximately 12.5% of our accounts receivable
portfolio and approximately 10.2% of our revenues. The transactions and balances
with these clients as of and for the three months ended June 30, 2009 are
summarized below:
Percentage
of Revenues
for
Percentage of Accounts
Receivable The Three
Portfolio as of Months Ended
June 30,
Entity June 30, 2009 2009
Transportation Company in Virginia 12.5 10.2
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A client's fraud could cause us to suffer material losses.
Six Months Ended June 30, 2009 vs. Six Months Ended June 30, 2008
Finance revenues increased 64.4% for the six months ended June 30, 2009 to $797,480 compared to $485,177 for the comparable period of the prior year. The change in revenue was primarily due to an increase in the number of clients. As of June 30, 2009, the Company had 103 active clients compared to 84 active clients as of June 30, 2008.
The Company had interest expense of $33,617 for the six months ended June 30, 2009 compared to interest income of $34,519 for the six months ended June 30, 2008. This change is primarily the result of the decrease in cash in interest bearing accounts due to the Company's using its cash and borrowing on its line of credit to fund its purchasing of clients' accounts receivable.
The Company had a provision for credit losses of $27,709 for the six months ended June 30, 2009 compared to a provision for credit losses for the six months ended June 30, 2008 of $5,044.
Operating expenses for six months ended June 30, 2009 were $1,409,807 compared to $1,221,905 for the six months ended June 30, 2008, an 15.4% increase. This increase is primarily attributable to the Company's incurring additional costs to grow Anchor's core business and support the growth.
Key changes in certain selling, general and administrative
expenses:
Six Months Ended
June 30,
2009 2008 $ Change Explanation
Additional legal fees for
Professional fees $ 89,547 $ 34,738 54,809 corporate matters.
Increased payroll to support
Payroll 490,630 408,301 82,329 growth initiatives
Amortization of Increased amortization of
financing costs 46,411 46,411 deferred financing costs
$ 626,588 $ 443,039 $ 183,549
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Net loss for the six months ended June 30, 2009 was $(673,653) compared to $(707,253) for the six months ended June 30, 2008.
The following table compares the operating results for the six months ended June 30, 2009 and June 30, 2008:
Six Months Ended
June 30,
2009 2008 $ Change % Change
Finance revenues $ 797,480 $ 485,177 $ 312,303 64.4
Interest income (expense), net (33,617 ) 34,519 (68,136 ) -
Net finance revenues 763,863 519,696 244,167 47.0
Provision for credit losses (27,709 ) (5,044 )
Finance revenues, net of interest
expense and credit losses 736,154 514,652 221,502 43.0
Operating expenses 1,409,807 1,221,905 187,902 15.4
Net loss before income taxes (673,653 ) (707,253 ) 33,600
Income tax (provision) benefit:
Net loss $ (673,653 ) $ (707,253 ) $ 33,600
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Client Accounts
As of and for the six months ended June 30, 2009, we have one client that
accounts for an aggregate of approximately 12.5% of our accounts receivable
portfolio and approximately 10.4% of our revenues. The transactions and balances
with these clients as of and for the six months ended June 30, 2009 are
summarized below:
Percentage
of Revenues
for
Percentage of Accounts
Receivable The Six
Portfolio as of Months Ended
June 30,
Entity June 30, 2009 2009
Transportation Company in Virginia 12.5 10.4
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Liquidity
Cash Flow Summary
Cash Flows from Operating Activities
Net cash used by operating activities was $792,667 for the six months ended June 30, 2009 and was primarily due to our net loss for the period and cash used in acquiring operating assets, primarily to purchase accounts receivable. Increases and decreases in prepaid expenses, accounts payable, accrued payroll and accrued expenses were primarily the result of timing of payments and receipts.
Net cash used by operating activities was $1,793,041 for the six months ended June 30, 2008 and was primarily due to our net loss for the period and cash used in acquiring operating assets, primarily to purchase accounts receivable. Cash used for operating assets and liabilities was primarily due to an increase of $1,046,300 in retained interest in accounts receivable. Increases and decreases in prepaid expenses, accounts payable, accrued payroll and accrued expenses were primarily the result of timing of payments and receipts.
Cash Flows from Investing Activities
For the six months ended June 30, 2009, net cash used in investing activities was $11,029 for the purchase of property and equipment.
For the six months ended June 30, 2008, net cash used in investing activities was $17,997 for the purchase of property and equipment.
Cash Flows from Financing Activities
Net cash provided by financing activities was $785,240 for the six months ended June 30, 2009 and was primarily due to increased borrowings from a financial institution to fund the purchase of accounts receivable.
Net cash provided by financing activities was $0 for the six months ended June 30, 2008.
Based on numerous financial covenants, we currently have the availability to borrow up to $5 million senior credit facility through December 31, 2009 with an institutional asset based lender which advanced funds against up to 85% of "eligible net factored accounts receivable" (minus client reserves as lender may establish in good faith) as defined in Anchor's agreement with its institutional lender. This facility, which is secured by our assets, contains certain covenants related to tangible net worth, change in control and other matters. In the event that we fail to comply with the covenant(s) and the lender does not waive such non-compliance, we could be in default of our credit agreement, which could subject us to penalty rates of interest and accelerate the maturity of the outstanding balances. In the event we are not able to maintain adequate credit facilities for our factoring and acquisition needs on commercially reasonable terms, our ability to operate our business and complete one or more acquisitions would be significantly impacted and our financial condition and results of operations could suffer. We can provide no assurances that a replacement facility will be obtained by us on terms satisfactory to us, if at all. Our two executive officers have each personally guaranteed the indebtedness under our existing credit facility up to $250,000 per person for a total of $500,000. We can provide no assurances that personal guarantees will be provided by our executive officers to a new institutional lender or how that may impact the definitive terms of any new facility.
On May 20, 2009, the Registrant amended its Credit Facility to modify certain financial covenants which modifications the Registrant believes are favorable to it. These modifications will immediately increase our leverage to borrow based on our tangible net worth and allow us to use the Credit Facility for factoring portfolio acquisitions. However, the amendment accelerates the expiration date of the Credit Facility from November 21, 2011 to December 31, 2009 and decreases the facility from $15,000,000 to $5,000,000. The Credit Facility continues to contain customary representations and warranties, covenants, events of default . . .
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