Exhibit 99.1
Ameritrans Capital Corporation
The following Unaudited Pro Forma Consolidated Financial Statements of Ameritrans Capital Corporation and its consolidated subsidiaries are included herein:
·
Unaudited Pro Forma Consolidated Balance Sheet as of December 31, 2012
·
Unaudited Pro Forma Consolidated Statement of Operations for the six months ended December 31, 2012
·
Unaudited Pro Forma Consolidated Balance Sheet as of June 30, 2012
·
Unaudited Pro Forma Consolidated Statement of Operations for the fiscal year ended June 30, 2012
·
Notes to the Unaudited Pro Forma Consolidated Financial Statements
The Unaudited Pro Forma Consolidated Financial Statements and the related Notes presented reflect the deconsolidation of Elk Funding Corp. ("Elk") as a result of the entry of a Consent Order of Receivership (the “Consent Order”) appointing the SBA as permanent, liquidating receiver of Elk, effective as of April 25, 2013 (the “Entry Date”). Ameritrans Capital Corporation has determined that as a result of the Consent Order and beginning on the Entry Date, that it will no longer consolidate Elk for financial reporting purposes. The Unaudited Pro Forma Consolidated Financial Statements have been prepared by applying pro forma adjustments to the amounts previously reported in the Consolidated Financial Statements included in Ameritrans Capital Corporation's Annual Report on Form 10-K for the fiscal year ended June 30, 2012 and Unaudited Consolidated Financial Statements included in Ameritrans Capital Corporation's Quarterly Report on Form 10-Q for the period ended December 31, 2012. The Unaudited Pro Forma Consolidated Statements of Income for the six months ended December 31, 2012 and the year ended June 30, 2012 reflect the deconsolidation of Elk, assuming the April 25, 2013 disposition had occurred as of the beginning of the respective fiscal year. The Unaudited Pro Forma Consolidated Balance Sheet reflects the deconsolidation of Elk, assuming the Consent Order had occurred on December 31, 2012. The pro forma adjustments, as described in the Notes to the Unaudited Pro Forma Consolidated Financial Statements, are based on currently available information.
The Unaudited Pro Forma Consolidated Financial Statements reflect the deconsolidation of Elk. For purposes of the Unaudited Pro Forma Consolidated Balance Sheet as of December 31, 2012, the investment in Elk is reflected at a fair value of zero. The Unaudited Pro Forma Consolidated Financial Statements are presented for informational purposes only and are not necessarily indicative of the operating results or financial position that would have occurred had the Consent Order occurred on, or as of, the dates indicated, nor are they necessarily indicative of future operating results or financial position.
1
Ameritrans Capital Corporation
Pro Forma Consolidated Balance Sheet
December 31, 2012
(Unaudited)
|
| As Reported (a) |
| Less: Deconsolidation of Elk (b) |
| Pro forma Adjustments |
| Proforma |
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments at fair value |
|
|
|
|
|
|
|
|
Non Controlled/affiliated investments | $ | 200,000 | $ | - | $ | - | $ | 200,000 |
Non Controlled/non affiliated investments |
| 13,211,033 |
| 7,924,706 |
| - |
| 5,286,327 |
Controlled affiliated investments |
| 331,487 |
| 331,487 |
| - |
| - |
|
|
|
|
|
|
|
|
|
Total investments at fair value |
| 13,742,520 |
| 8,256,193 |
| - |
| 5,486,327 |
|
|
|
|
|
|
|
|
|
Cash |
| 1,453,560 |
| 1,338,775 |
| - |
| 114,785 |
Accrued interest receivable |
| 739,191 |
| 694,764 |
| - |
| 44,427 |
Assets acquired in satisfaction of loans |
| 153,325 |
| 28,325 |
| - |
| 125,000 |
Furniture and equipment, net |
| 44,525 |
| 40,387 |
| - |
| 4,138 |
Deferred loan cost, net |
| 225,034 |
| 225,034 |
| - |
| - |
Due from Ameritrans |
| - |
| 11,863,927 |
| (11,863,927) | (c) | - |
Prepaid expenses and other assets |
| 163,010 |
| 150,311 |
| - |
| 12,699 |
|
|
|
|
|
|
|
|
|
Total assets | $ | 16,521,165 | $ | 22,597,716 | $ | (11,863,927) | $ | 5,787,376 |
|
|
|
|
|
|
|
|
|
Liabilities and Net Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities: |
|
|
|
|
|
|
|
|
Debentures payable to SBA | $ | 21,175,000 | $ | 21,175,000 | $ | - | $ | - |
Due to Elk Associates Funding Corporation |
| - |
| - |
| (11,863,927) | (c) | 11,863,927 |
Accrued expenses and other liabilities |
| 367,230 |
| 255,879 |
| - |
| 111,351 |
Accrued interest payable |
| 860,679 |
| 860,679 |
| - |
| - |
Dividends payable |
| 843,750 |
| - |
| - |
| 843,750 |
|
|
|
|
|
|
|
|
|
Total liabilities |
| 23,246,659 |
| 22,291,558 |
| (11,863,927) |
| 12,819,028 |
|
|
|
|
|
|
|
|
|
Net Liabilities: |
|
|
|
|
|
|
|
|
Preferred Stock 9,500,000 shares authorized, none issued or outstanding; 9-3/8% cumulative participating redeemable preferred stock; $.01 par value, $12.00 face value, 500,000 shares authorized; 300,000 shares issued and outstanding |
| 3,600,000 |
| - |
| - |
| 3,600,000 |
Common stock, $0001 par value; 45,000,000 shares authorized, 3,405,583 shares issued; 3,395,583 shares outstanding |
| 341 |
| - |
| - |
| 341 |
Additional paid in capital |
| 21,330,544 |
| 16,129,119 |
| - |
| 5,201,425 |
Losses and distributions in excess of earnings |
| (25,093,897) |
| (10,937,275) |
| - |
| (14,156,622) |
Net unrealized depreciation on investments |
| (6,492,482) |
| (4,815,686) |
| - |
| (1,676,796) |
Total |
| (6,655,494) |
| 376,158 |
| - |
| (7,031,652) |
Less Treasury stock, at cost, 10,000 shares of common |
| (70,000) |
| (70,000) |
| - |
| - |
Total net liabilities |
| (6,725,494) |
| 306,158 |
| - |
| (7,031,652) |
|
|
|
|
|
|
|
|
|
Total liabilities and net liabilities | $ | 16,521,165 | $ | 22,597,716 | $ | (11,863,927) | $ | 5,787,376 |
|
|
|
|
|
|
|
|
|
Net liability value per common share | $ | (3.04) |
|
|
|
| $ | (3.13) |
See the notes to the Unaudited Pro Forma Consolidated Financial Statements.
2
Ameritrans Capital Corporation
Pro Forma Statement of Operations
For the Six Months Ended December 31, 2012
(Unaudited)
|
| As Reported (a) |
| Less: Deconsolidation of Elk (b) |
| Pro forma Adjustments |
|
| Proforma |
Investment Income: |
|
|
|
|
|
|
|
|
|
Interest on loans receivable |
|
|
|
|
|
|
|
|
|
Non- controlled/ non- affiliated investments | $ | 488,689 | $ | 488,685 | $ | - |
| $ | 4 |
Controlled affiliated investments |
| 13,139 |
|
|
|
|
|
| 13,139 |
|
| 501,828 |
| 488,685 |
|
|
|
| 13,143 |
Fees and other income |
| - |
| - |
|
|
|
| - |
|
| 501,828 |
| 488,685 |
| - |
|
| 13,143 |
|
|
|
|
|
|
|
|
|
|
Expenses: |
|
|
|
|
|
|
|
|
|
Interest |
| 518,173 |
| 518,173 |
|
|
|
| - |
Salaries and employee benefits |
| 501,421 |
| 501,421 |
| 162,962 | (d) |
| 162,962 |
Occupancy |
| 87,966 |
| 87,966 |
| 43,983 | (d) |
| 43,983 |
Legal fees |
| 841,783 |
| 789,615 |
| 427,648 | (d) |
| 479,816 |
Accounting and compliance fees |
| 322,185 |
| 306,561 |
| 168,021 | (d) |
| 183,645 |
Directors fees and expense |
| 138,459 |
| 138,459 |
| 69,229 | (d) |
| 69,229 |
Other administrative expenses |
| 243,780 |
| 297,401 |
| 192,576 | (d) |
| 138,955 |
Loss and impairment on assets acquired in satisfaction of loans, net |
| 163,893 |
| 163,893 |
| 81,946 | (d) |
| 81,946 |
Total expenses |
| 2,817,660 |
| 2,803,489 |
| 1,146,365 |
|
| 1,160,536 |
Net investment loss |
| (2,315,832) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net realized gains (losses) on investments |
| (83,717) |
| (83,717) |
| - |
|
| - |
|
| (83,717) |
| (83,717) |
| - |
|
| - |
Net Unrealized depreciation on investments |
| (593,707) |
| (362,942) |
| - |
|
| (230,765) |
Net realized/ unrealized losses on investments |
| (677,424) |
| (446,659) |
| - |
|
| (230,765) |
Net decrease in net assets from operations |
| (2,993,256) |
| (2,761,463) |
| (1,146,365) |
|
| (1,378,158) |
Distributions to preferred shareholders |
| (168,750) |
|
|
| - |
|
| (168,750) |
Net decrease in net assets from operations available to common shareholders | $ | (3,162,006) | $ | (2,761,463) | $ | (1,146,365) |
| $ | (1,546,908) |
See the notes to the Unaudited Pro Forma Consolidated Financial Statements.
3
Ameritrans Capital Corporation
Pro Forma Consolidated Balance Sheet
June 30, 2012
(Unaudited)
|
| As Reported (a) |
| Less: Deconsolidation of Elk (b) |
| Pro forma Adjustments |
| Proforma |
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments at fair value |
|
|
|
|
|
|
|
|
Non Controlled/non affiliated investments | $ | 16,169,728 | $ | 11,430,300 | $ | - | $ | 4,739,428 |
Controlled affiliated investments |
| 332,878 |
| 332,878 |
| - |
| - |
|
|
|
|
|
|
|
|
|
Total investments at fair value |
| 16,502,606 |
| 11,763,178 |
| - |
| 4,739,428 |
|
|
|
|
|
|
|
|
|
Cash |
| 184,338 |
| 122,225 |
| - |
| 62,113 |
Accrued interest receivable |
| 807,643 |
| 763,371 |
| - |
| 44,272 |
Assets acquired in satisfaction of loans |
| 878,325 |
| 753,325 |
| - |
| 125,000 |
Furniture and equipment, net |
| 44,359 |
| 39,417 |
| - |
| 4,942 |
Deferred loan cost, net |
| 260,459 |
| 260,459 |
| - |
| - |
Due from Ameritrans |
| - |
| 10,874,927 |
| (10,874,927) | (c) | - |
Prepaid expenses and other assets |
| 263,641 |
| 250,073 |
| - |
| 13,568 |
|
|
|
|
|
|
|
|
|
Total assets | $ | 18,941,371 | $ | 24,896,975 | $ | (10,874,927) | $ | 4,989,323 |
|
|
|
|
|
|
|
|
|
Liabilities and Net Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities: |
|
|
|
|
|
|
|
|
Debentures payable to SBA | $ | 21,175,000 | $ | 21,175,000 | $ | - | $ | - |
Due to Elk Associates Funding Corporation |
|
|
|
|
| (10,874,927) | (c) | 10,874,927 |
Accrued expenses and other liabilities |
| 312,353 |
| 241,848 |
| - |
| 70,505 |
Accrued interest payable |
| 342,506 |
| 342,506 |
| - |
| - |
Dividends payable |
| 675,000 |
| - |
| - |
| 675,000 |
|
|
|
|
|
|
|
|
|
Total liabilities |
| 22,504,859 |
| 21,759,354 |
| (10,874,927) |
| 11,620,432 |
|
|
|
|
|
|
|
|
|
Net Liabilities: |
|
|
|
|
|
|
|
|
Preferred Stock 9,500,000 shares authorized, none issued or outstanding; 9-3/8% cumulative participating redeemable preferred stock; $.01 par value, $12.00 face value, 500,000 shares authorized; 300,000 shares issued and outstanding |
| 3,600,000 |
|
|
|
|
| 3,600,000 |
Common stock, $0001 par value; 45,000,000 shares authorized, 3,405,583 shares issued; 3,395,583 shares outstanding |
| 341 |
|
|
|
|
| 341 |
Additional paid in capital |
| 21,330,544 |
| 16,129,119 |
| - |
| 5,201,425 |
Losses and distributions in excess of earnings |
| (22,525,598) |
| (8,538,754) |
| - |
| (13,986,844) |
Net unrealized depreciation on investments |
| (5,898,775) |
| (4,452,744) |
| - |
| (1,446,031) |
Total |
| (3,493,488) |
| 3,137,621 |
| - |
| (6,631,109) |
Less Treasury stock, at cost, 10,000 shares of common |
| (70,000) |
| (70,000) |
| - |
| - |
Total net liabilities |
| (3,563,488) |
| 3,067,621 |
| - |
| (6,631,109) |
|
|
|
|
|
|
|
|
|
Total liabilities and net liabilities | $ | 18,941,371 | $ | 24,896,975 | $ | (10,874,927) | $ | 4,989,323 |
|
|
|
|
|
|
|
|
|
Net liability value per common share | $ | (2.11) |
|
|
|
| $ | (3.01) |
See the notes to the Unaudited Pro Forma Consolidated Financial Statements.
4
Ameritrans Capital Corporation
Pro Forma Statement of Operations
For the Fiscal Year Ended June 30, 2012
(Unaudited)
|
| As Reported (a) |
| Less: Deconsolidation of Elk (b) |
| Pro forma Adjustments |
| Proforma |
Investment Income: |
|
|
|
|
|
|
|
|
Interest on loans receivable |
|
|
|
|
|
|
|
|
Non-controlled/non-affiliated investments | $ | 2,022,374 | $ | 2,022,374 | $ | - | $ | - |
Controlled affiliated investments |
| 27,237 |
| 4,272 |
| - |
| 22,965 |
|
| 2,049,611 |
| 2,026,646 |
| - |
| 22,965 |
Fees and other income |
| 11,466 |
| 6,858 |
| - |
| 4,608 |
|
| 2,061,077 |
| 2,033,504 |
| - |
| 27,573 |
|
|
|
|
|
|
|
|
|
Expenses: |
|
|
|
|
|
|
|
|
Interest |
| 1,280,954 |
| 1,029,643 |
| - |
| 251,311 |
Salaries and employee benefits |
| 1,275,282 |
| 414,478 |
| - |
| 860,804 |
Occupancy |
| 173,187 |
| 86,593 |
| - |
| 86,594 |
Legal fees |
| 1,407,893 |
| 971,766 |
| - |
| 436,127 |
Accounting and compliance fees |
| 737,036 |
| 313,021 |
| - |
| 424,015 |
Directors fees and expense |
| 150,641 |
| 75,320 |
| - |
| 75,321 |
Other administrative expenses |
| 942,590 |
| 500,634 |
| - |
| 441,956 |
Advisory fees |
| 101,984 |
| - |
| - |
| 101,984 |
Total expenses |
| 6,069,567 |
| 3,391,455 |
| - |
| 2,678,112 |
Net investment loss, before gain on extinguishment of debt |
| (4,008,490) |
| (1,384,471) |
| - |
| (2,624,019) |
Gain on extinguishment of debt |
| 353,620 |
| - |
| - |
| 353,620 |
Net investment loss |
| (3,654,870) |
| (1,384,471) |
| - |
| (2,270,399) |
|
|
|
|
|
|
|
|
|
Net realized gains on investments |
| 184,679 |
| (52,860) |
| - |
| 237,539 |
|
| 184,679 |
| (52,860) |
| - |
| 237,539 |
Net Unrealized depreciation on investments |
| (1,991,890) |
| (1,922,966) |
| - |
| (68,924) |
Net realized/unrealized losses on investments |
| (1,807,211) |
| (1,975,826) |
| - |
| 168,615 |
Net decrease in net assets from operations |
| (5,462,081) |
| (3,333,777) |
| - |
| (2,128,304) |
Distributions to preferred shareholders |
| (337,500) |
| - |
| - |
| (337,500) |
Net decrease in net assets from operations available to common shareholders | $ | (5,799,581) | $ | (3,333,777) | $ | - | $ | (2,465,804) |
See the notes to the Unaudited Pro Forma Consolidated Financial Statements.
5
AMERITRANS CAPITAL CORPORATION
Notes to the Unaudited Pro Forma Consolidated Financial Statements
(a) | Amounts represent historical financial information from Ameritrans Capital Corporation's Quarterly Report on Form 10-Q for the period ended December 31, 2012 or from Ameritrans Capital Corporation's Annual Report on Form 10-K for the fiscal year ended June 30, 2012. |
|
|
(b) | Amounts represent the Elk Statement of Operations for the six months ended December 31, 2012 and for the fiscal year ended June 30, 2012or Elk's Consolidated Balance Sheet as of December 31, 2012 and June 30, 2012. |
|
|
(c) | To record amounts owed by Ameritrans Capital Corporation to Elk. |
|
|
(d) | Adjustments relate to allocation of expenses incurred by Ameritrans Capital Corporation, but paid for by and recorded on the books of Elk and, hence, would not be eliminated by the deconsolidation of Elk. |
6
