-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Pa2Ro1NJtIeITPlSh6vTTYGXst/TKHoF4hnc6uiFO9zuJyOV1RcdQfatwUrV2hI+ P0sM79Jqz0tQ5kqTw+Li8w== 0000950116-04-002000.txt : 20040628 0000950116-04-002000.hdr.sgml : 20040628 20040628162337 ACCESSION NUMBER: 0000950116-04-002000 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031231 FILED AS OF DATE: 20040628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN BUSINESS FINANCIAL SERVICES INC /DE/ CENTRAL INDEX KEY: 0000772349 STANDARD INDUSTRIAL CLASSIFICATION: MORTGAGE BANKERS & LOAN CORRESPONDENTS [6162] IRS NUMBER: 870418807 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14268 FILM NUMBER: 04885190 BUSINESS ADDRESS: STREET 1: THE WANAMAKER BLDG STREET 2: 100 PENN SQUARE EAST CITY: PHILADELPHIA STATE: PA ZIP: 19107 BUSINESS PHONE: 2159404000 MAIL ADDRESS: STREET 1: THE WANAMAKER BLDG STREET 2: 100 PENN SQUARE EAST CITY: PHILADELPHIA STATE: PA ZIP: 19107 FORMER COMPANY: FORMER CONFORMED NAME: GERIACO INTERNATIONAL INC /DE/ DATE OF NAME CHANGE: 19930308 FORMER COMPANY: FORMER CONFORMED NAME: KINGSWAY ENTERPRISES INC DATE OF NAME CHANGE: 19860327 11-K 1 eleven-k.txt 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2003 ------------------------------------------------------ OR [_] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________________________ to ___________________ Commission file number 0-22474 ------------------------------------------------------- A. Full title of the plan and the address of the plan, if different from that of the issuer named below: American Business Credit, Inc. 401(k) Plan B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: American Business Financial Services, Inc. 100 Penn Square East Philadelphia, PA 19107 AMERICAN BUSINESS CREDIT, INC. 401(k) PLAN ------------------------------------- FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 2003 AND 2002, AND FOR THE YEAR ENDED DECEMBER 31, 2003 AMERICAN BUSINESS CREDIT, INC. 401(k) PLAN CONTENTS - -------------------------------------------------------------------------------- REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3 FINANCIAL STATEMENTS Statements of net assets available for benefits 4 Statement of changes in net assets available for benefits 5 NOTES TO FINANCIAL STATEMENTS 6-11 SUPPLEMENTAL SCHEDULE Schedule of assets held for investment purposes at end of year 12 2 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Participants and Administrator of the American Business Credit, Inc. 401(k) Plan Philadelphia, Pennsylvania We have audited the accompanying statements of net assets available for benefits of the American Business Credit, Inc. 401(k) Plan (the "Plan") as of December 31, 2003 and 2002, and the related statement of changes in net assets available for benefits for the year ended December 31, 2003 and the supplemental schedule. These financial statements and supplemental schedule are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements and supplemental schedule based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2003 and 2002, and the changes in net assets available for benefits for the year ended December 31, 2003 in conformity with accounting principles generally accepted in the United States of America. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held for investment purposes at end of year is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in our audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ BDO Seidman, LLP BDO Seidman, LLP Philadelphia, Pennsylvania June 4, 2004 3
AMERICAN BUSINESS CREDIT, INC. 401(k) PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS - --------------------------------------------------------------------------------------------------------- December 31, 2003 2002 - --------------------------------------------------------------------------------------------------------- ASSETS CASH $ -- $ 115,040 INVESTMENTS, at fair value (Note 3) Money market fund 1,218,797 1,314,912 Mutual funds 9,640,461 6,562,135 Unitized common stock fund American Business Financial Services, Inc. 177,874 510,034 Participant loans 416,969 321,942 - --------------------------------------------------------------------------------------------------------- TOTAL INVESTMENTS AND CASH 11,454,101 8,824,063 - --------------------------------------------------------------------------------------------------------- RECEIVABLES Employer contributions 11,267 -- Participants' contributions 63,367 -- Accrued interest income - participant loans 648 -- - --------------------------------------------------------------------------------------------------------- TOTAL RECEIVABLES 75,282 -- - --------------------------------------------------------------------------------------------------------- NET ASSETS AVAILABLE FOR BENEFITS $11,529,383 $ 8,824,063 =========================================================================================================
See accompanying notes to financial statements. 4 AMERICAN BUSINESS CREDIT, INC. 401(k) PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS - -------------------------------------------------------------------------------- Year ended December 31, 2003 - ------------------------------------------------------------------------------- ADDITIONS Investment income (loss) Interest income Money market fund $ 3,599 Participant loans 19,244 Dividend income 78,347 Net depreciation on unitized common stock fund (350,348) Net appreciation in fair value of mutual funds 2,190,984 - ------------------------------------------------------------------------------- Total investment income 1,941,826 Participants' contributions 2,436,635 Participants' rollover 77,699 Employer contributions 377,131 - ------------------------------------------------------------------------------- TOTAL ADDITIONS 4,833,291 - ------------------------------------------------------------------------------- DEDUCTIONS Benefits paid to participants 2,107,240 Administrative expenses 20,731 - ------------------------------------------------------------------------------- TOTAL DEDUCTIONS 2,127,971 - ------------------------------------------------------------------------------- NET INCREASE 2,705,320 NET ASSETS AVAILABLE FOR BENEFITS AT BEGINNING OF YEAR 8,824,063 - ------------------------------------------------------------------------------- NET ASSETS AVAILABLE FOR BENEFITS AT END OF YEAR $11,529,383 =============================================================================== See accompanying notes to financial statements. 5 AMERICAN BUSINESS CREDIT, INC. 401(k) PLAN NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- 1. DESCRIPTION The following description of the American OF PLAN Business Credit, Inc. 401(k) Plan (the "Plan") provides only general information. Participants should refer to the Plan agreement or Summary Plan Description ("SPD") for a more complete description of the Plan's provisions. GENERAL The Plan is a contributory, defined contribution 401(k) plan available to qualifying employees of American Business Credit, Inc. (the "Company"). The Company's Plan Committee ("Plan Committee") is the plan administrator. To be eligible to participate in the Plan, an employee must have attained the age of 21 and have completed at least thirty days of service. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). CONTRIBUTIONS Participants may contribute up to 15% of their annual compensation, subject to certain limitations, with the contributions and earnings thereon being nontaxable until withdrawn from the Plan. The Company may make employer-matching contributions equal to a percentage of each participant's elective deferral in an amount not to exceed 5% of the participant's compensation. The employer, in its sole discretion, determines from year to year the amount of such matching contribution, if any. Participants are eligible to receive matching contributions after one year of service. The match is invested in various investment options as directed by the participant. The Company may also make discretionary annual profit sharing contributions to the Plan determined by its board of directors. Participants are eligible to receive an allocation of any profit sharing contribution after one year of service. 6 AMERICAN BUSINESS CREDIT, INC. 401(k) PLAN NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- 1. DESCRIPTION PARTICIPANT ACCOUNTS OF PLAN (CONTINUED) Each participant's account is credited with the participant's contribution and allocations of: (a) the Company's contribution and (b) Plan earnings, and charged with an allocation of administrative expenses related to participant loans and distributions. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant's account. VESTING Participants are immediately vested in their voluntary contributions and any income or loss thereon. Participants become vested in Company contributions as follows: Employer Matching and Discretionary Contributions Vesting Years of Service Percentage --------------------------------------------- Less than 1 0% 1 50% 2 100% --------------------------------------------- INVESTMENT OPTIONS Upon enrollment in the Plan, a participant may direct contributions in any of the investment funds selected by the Plan trustees. Participant's ability to change his or her investment options is not restricted. UNALLOCATED FUNDS Contributions and loan repayments totaling $115,040 were received by the plan prior to December 31, 2002 but were not allocated to investments until January 2003. 7 AMERICAN BUSINESS CREDIT, INC. 401(k) PLAN NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- 1. DESCRIPTION FORFEITURES OF PLAN (CONTINUED) Forfeited investment accounts totaled $4,373 and $31,387 at December 31, 2003 and 2002, respectively. Forfeiture allocations are used to reduce employer contributions. No forfeiture allocations were made to offset employer contributions for the year ended December 31, 2003. PAYMENT OF BENEFITS On termination of service, due to death, disability, retirement or separation, a participant may elect to receive either a lump-sum amount equal to the vested value of his or her account, or may elect to have any portion of the eligible rollover distribution paid into an IRA or another employer plan. PARTICIPANT LOANS Participants may borrow up to a maximum equal to the lesser of $50,000 or 50% of their vested account balance. The minimum loan amount is $1,000. The loans are secured by the balance in the participant's account and bear interest at Prime plus 1%. The loans are repaid ratably through semi-monthly payroll deductions over a period of five years or less. ADMINISTRATIVE EXPENSES Administrative expenses related to participant loans and distributions are allocated to participants' accounts. Certain administrative expenses of the Plan are paid directly by the Company. 8 AMERICAN BUSINESS CREDIT, INC. 401(k) PLAN NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- 2. SUMMARY OF BASIS OF ACCOUNTING SIGNIFICANT ACCOUNTING The financial statements of the Plan are POLICIES prepared under the accrual method of accounting. USE OF ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires the Plan administrator to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results may differ from those estimates. INVESTMENT VALUATION AND INCOME RECOGNITION Investments in money market and mutual funds are stated at fair value based upon quoted market price. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. The fair value of the Plan's unitized common stock fund is based on an assigned unit value determined by the fair value of common stock. Participant loans are recorded at cost, which approximates market value. PAYMENT OF BENEFITS Benefits are recorded when paid. 9 AMERICAN BUSINESS CREDIT, INC. 401(k) PLAN NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- 3. INVESTMENTS The following represents individual investments that exceed five percent or more of the Plan's net assets available for benefits:
December 31, 2003 2002 ---------------------------------------------------------------------------- Mutual funds: Oppenheimer Main Street Growth & Income A $ 2,092,602 $ 1,225,948 Oppenheimer Global Opportunities A 1,296,926 788,897 Oppenheimer Capital Appreciation A 1,201,930 833,694 Oppenheimer MidCap A 1,055,091 724,505 Oppenheimer Growth A 1,023,796 746,159 Oppenheimer Quest Balanced Value A 735,723 479,407 Money market fund: Oppenheimer Cash Reserves A 1,218,797 1,314,912 During 2003, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated (depreciated) in value as follows: Year ended December 31, 2003 ---------------------------------------------------------------------------- Mutual funds $ 2,190,984 Unitized common stock fund (350,348)
4. PLAN TERMINATION Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan, subject to the provisions of ERISA. In the event of plan termination, participants' accounts will become fully vested and nonforfeitable. 5. PARTY-IN-INTEREST During the year, certain of the Plan's investments were in accounts managed by Oppenheimer Funds, trustee of the Plan. Therefore, these transactions qualify as party-in-interest. 6. INCOME TAX The Plan has adopted the Universal Pensions, STATUS Inc. prototype Defined Contribution Basic Plan Document 04. The prototype sponsor received a determination letter from the 10 AMERICAN BUSINESS CREDIT, INC. 401(k) PLAN NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- 6. INCOME TAX Internal Revenue Service, dated STATUS (CONTINUED) September 13, 2001 that the Plan was in compliance with the applicable requirements of the Internal Revenue Code ("IRC"). Although the Plan document has been amended since initial adoption, the Plan administrator believes that the Plan is currently designed and is currently operated in compliance with the applicable requirements of the IRC. In 2003, the Department of Labor requested the Company to provide certain information regarding the Plan and the Company has fully complied with all of these requests. 7. RECONCILIATION OF The following is a reconciliation of net FINANCIAL assets available for benefits per the STATEMENTS TO financial statements to Schedule H of the SCHEDULE H OF THE Form 5500: FORM 5500
December 31, 2002 -------------------------------------------------------------------------------- Net assets available for benefits per financial statements $8,824,063 Amounts allocated to participant loans on financial statements instead of participant contributions 12,807 --------------------------------------------------------------------------------- Net assets available for benefits per Schedule H of the Form 5500 $8,836,870 --------------------------------------------------------------------------------- The following is a reconciliation of participant contributions per the financial statements to Schedule H of the Form 5500: Year Ended December 31, 2003 --------------------------------------------------------------------------------- Participant contributions per the financial statements $2,436,635 Amounts allocated to participant loans on financial statements instead of participant contributions in 2002 (12,807) --------------------------------------------------------------------------------- Participant contributions per Schedule H of the Form 5500 $2,423,828 ---------------------------------------------------------------------------------
Amounts allocated to participant loans on the financial statements in 2002 were allocated to participant contributions on Schedule H of the Form 5500 in 2002. 11 AMERICAN BUSINESS CREDIT, INC. 401(k) PLAN SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT END OF YEAR EMPLOYER IDENTIFICATION NUMBER: 23-2493400 PLAN NUMBER: 001 - --------------------------------------------------------------------------------
December 31, 2003 - --------------------------------------------------------------------------------------------------------------------- (a) (b) (c) (d) (e) Identity of Issue, Description of Current Borrower, Lessor or Similar Party Investment Cost Value - --------------------------------------------------------------------------------------------------------------------- Mutual funds Munder Small Cap Value Mutual Fund A $ 47,271 Franklin Equity Income A Mutual Fund A 5,797 Franklin Mutual Qualified A Mutual Fund A 258,199 Columbia Acorn A Mutual Fund A 456,965 * Oppenheimer Champion Income A Mutual Fund A 357,872 * Oppenheimer Global Opportunities A Mutual Fund A 1,296,926 * Oppenheimer U.S. Government Trust A Mutual Fund A 548,928 * Oppenheimer Quest Balanced Value A Mutual Fund A 735,723 * Oppenheimer Growth A Mutual Fund A 1,023,796 * Oppenheimer Capital Appreciation A Mutual Fund A 1,201,930 * Oppenheimer Main Street Growth & Income A Mutual Fund A 2,092,602 * Oppenheimer MidCap A Mutual Fund A 1,055,091 * Oppenheimer International Growth A Mutual Fund A 559,361 ------------ 9,640,461 Money market fund * Oppenheimer Cash Reserves A Money Market Fund A 1,218,797 Unitized fund * American Business Financial Services, Inc. Unitized Common Stock Fund A 177,874 Participant loans 4.00% - 10.50% -- 416,969
A The cost of participant-directed investments is not required to be disclosed. * Party-in-interest 12 EXHIBITS: The following exhibit is filed herewith. REGULATION S-K EXHIBIT NO. DESCRIPTION - -------------------------- ----------- 23 Consent of BDO Seidman, LLP SIGNATURES The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf on the 28th day of June, 2004 by the undersigned hereunto duly authorized. AMERICAN BUSINESS CREDIT, INC. 401(K) PLAN ------------------------ (Name of Plan) By: /s/ Albert W. Mandia ------------------------------ Albert W. Mandia, Trustee By: /s/ Stephen M. Giroux ------------------------------ Stephen M. Giroux, Trustee By: /s/ Jerome Rappaport ------------------------------ Jerome Rappaport, Trustee EXHIBIT INDEX REGULATION S-K EXHIBIT NO. DESCRIPTION - -------------------------- ----------- 23 Consent of BDO Seidman, LLP EX-23 2 ex-23.txt EXHIBIT 23 Exhibit 23 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM American Business Financial Services, Inc. Philadelphia, PA We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 of American Business Financial Services, Inc. (File number 333-82127) of our report dated June 4, 2004, relating to the annual report of the American Business Credit Inc. 401(k) Plan appearing in Form 11-K for the year ended December 31, 2003. /s/ BDO Seidman, LLP BDO Seidman, LLP Philadelphia, PA June 28, 2004 -----END PRIVACY-ENHANCED MESSAGE-----