Attached files
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K/A
CURRENT REPORT
Pursuant
to Section 13 OR 15(d) of the Securities Exchange Act of 1934
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Date
of Report (Date of earliest event reported)
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February
19, 2010 (December 4, 2009)
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ANCHOR
FUNDING SERVICES, INC.
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(Exact
name of registrant as specified in its charter)
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Delaware
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0-52589
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20-5456087
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(State
or other jurisdiction of
incorporation
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(Commission
File
Number)
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(IRS
Employer Identification
No.)
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10801
Johnston Road, Suite 210
Charlotte,
NC
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28226
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code
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(866)
789-3863
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(Former
name or former address, if changed since last
report)
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
£ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
£ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
£
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b)
£
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
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EXPLANATORY
NOTE
On
December 8, 2009, Anchor Funding Services, Inc., a Delaware corporation (the
“Company”), filed a Current Report on Form 8-K (the “8-K”) to report that the
Company entered into an Asset Purchase Agreement (the “Asset Purchase
Agreement”) on December 4, 2009 with Brookridge Funding, LLC (“Seller”) , a
Delaware Limited Liability Company, providing for the acquisition of certain
assets and accounts of Seller’s purchase order finance business (the “Acquired
Business”). The closing of the acquisition took place on December 7,
2009. In connection with the transaction, the Company and Seller’s
principals invested $1.5 million in Brookridge Funding Services, LLC, the
Company’s newly formed 80% owned subsidiary which will operate the Acquired
Business (“Brookridge”). The purchase price for the Acquired Business
was $2.4 million (the Acquired Business’s outstanding client account balances at
closing), plus an earn-out payment based on the Acquired Business’s operating
income of up to $800,000.
In
connection with closing, Brookridge entered into a credit agreement (the “Credit
Agreement”) with MGM Funding, LLC, a limited liability owned and controlled by
the Company’s Co-Chairmen, Morry F. Rubin and George Rubin, and an investor
(“Lender”), pursuant to which Lender will provide a $3.7 million senior credit
facility to Brookridge. Morry F. Rubin is the managing member of MGM.
Loans under the Credit Agreement are secured by all of Brookridge’s assets and
will bear interest at a 20% annual rate. The Credit Agreement contains standard
representations, covenants and events of default for facilities of this
type. Occurrence of an event of default allows the Lender to
accelerate the payment of the loans and/or terminate the commitments to lend, in
addition to other legal remedies, including foreclosing on
collateral.
This
amendment is being filed to amend and supplement Item 9.01 of the 8-K to include
the financial statements and pro forma financial information required by parts
(a) and (b) of Item 9.01 of Form 8-K.
Item
9.01 Financial Statements and Exhibits.
(a Financial
Statements of Businesses Acquired.
The
following financial statements (and accompanying notes) of Brookridge Funding,
LLC are filed as Exhibits 99.1 and 99.2 to this amendment and are incorporated
in their entirety herein by reference:
Exhibit
99.1
Independent
auditors’ report;
Balance
sheet as of December 31, 2008;
Statement
of operations for the year ended December 31, 2008;
Statement
of cash flows for the year ended December 31, 2008; and
Notes to
the financial statements.
Exhibit
99.2
Independent
auditors' report;
Balance
sheet as of December 31, 2007;
Statement
of operations for the year ended December 31, 2007;
Statement
of cash flows for the year ended December 31, 2007; and
Notes to
the financial statements.
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Exhibit
99.3
Unaudited
balance sheet as of September 30, 2009;
Unaudited
statements of operations for the nine months ended September 30, 2009 and 2008;
Unaudited statement of changes in members capital for the nine months ended
September 30, 2009:Unaudited statements of cash flows for the nine months ended
September 30, 2009 and 2008; and Notes to the unaudited financial
statements.
The
attached financial statements of Brookridge Funding, LLC have been prepared in
accordance with generally accepted accounting principles in the United
States.
(b Pro
Forma Financial Information.
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The
following unaudited pro forma financial statements (and accompanying
notes) are furnished as Exhibit
99.4:
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Exhibit
99.4
Unaudited
pro forma condensed combined balance sheet as of September 30,
2009;
Unaudited
pro forma condensed combined statement of operations for the nine months ended
September 30, 2009; Unaudited pro forma condensed combined statement of
operations for the year ended December 31, 2008; and
Notes to
unaudited pro forma condensed combined financial statements.
(d.) Exhibits.
Exhibit No.Description
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99.1
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Audited
financial statements of Brookridge Funding, LLC as of and for the year
ended December 31, 2008, and accompanying
notes.
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99.2
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Audited
financial statements of Brookridge Funding, LLC as of and for the year
ended December 31, 2007, and accompanying
notes.
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99.3
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Unaudited
financial statements of Brookridge Funding, LLC as of and for the nine
months ended September 30, 2009 and
2008.
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99.4
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Unaudited
combined pro forma financial statements as of September 30, 2009 and for
the nine months ended September 30, 2009 and the year ended December 31,
2008, for Anchor Funding Services, Inc. and Brookridge Funding, LLC
combined.
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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 hereunto
duly authorized.
| ANCHOR FUNDING SERVICES, INC. | |||
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Date: February 19, 2010
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By:
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/s/ Brad Bernstein | |
| Brad Bernstein | |||
| President and Chief Financial Officer | |||
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