Delaware
|
20-5456087
|
(State
of jurisdiction of Incorporation)
|
(I.R.S.
Employer Identification No.)
|
10801
Johnston Road. Suite 210
Charlotte,
NC
(Address
of Principal Executive Offices)
|
28226
(Zip
Code)
|
Large
accelerated filer [ ]
|
Accelerated
filer [ ]
|
Non-accelerated
filer [ ]
|
(Do
not check if a smaller reporting company)
|
|
Smaller
reporting company [X]
|
Page
|
||
PART
I. FINANCIAL INFORMATION
|
||
Item
1.
|
Financial
Statements
|
4 |
Consolidated
Balance Sheets as of March 31, 2009 (unaudited) and December 31,
2008
|
4 | |
Consolidated
Statements of Operations for the Three Months Ended March 31, 2009
and 2008 (unaudited)
|
5 | |
Consolidated
Statements of Changes in Stockholders’ Equity for the Three Months
Ended March 31, 2009 (unaudited)
|
6 | |
Consolidated
Statements of Cash Flows for Three Months Ended March 31, 2009 and 2008
(unaudited)
|
7 | |
Notes
to Consolidated Financial Statements
|
8 | |
Item
2.
|
Management's
Discussion and Analysis of Financial Condition and Results of
Operations
|
19 |
Item
3.
|
Quantitative
and Quantitative Disclosures about Market Risk
|
23 |
Item
4.
|
Controls
and Procedures
|
23 |
PART
II. OTHER INFORMATION
|
||
Item
1.
|
Legal
Proceedings
|
24 |
Item
2.
|
Changes
in Securities
|
24 |
Item
3.
|
Defaults
Upon Senior Securities
|
24 |
Item
4.
|
Submissions
of Matters to a Vote of Security Holders
|
24 |
Item
5
|
Other
Information
|
24 |
Item
6.
|
Exhibits
and Reports on Form 8-K
|
25 |
Signatures
|
26 |
ANCHOR
FUNDING SERVICES, INC.
|
||||||||
CONSOLIDATED
BALANCE SHEETS
|
||||||||
ASSETS
|
||||||||
(Unaudited)
|
(Audited)
|
|||||||
March
31,
|
December
31,
|
|||||||
2009
|
2008
|
|||||||
CURRENT
ASSETS:
|
||||||||
Cash
|
$ | 369,387 | $ | 401,104 | ||||
Retained
interest in purchased accounts receivable, net
|
4,394,063 | 4,292,366 | ||||||
Earned
but uncollected fee income
|
114,130 | 87,529 | ||||||
Prepaid
expenses and other
|
92,828 | 116,950 | ||||||
Deferred
financing cost
|
121,212 | 85,131 | ||||||
Total
current assets
|
5,091,620 | 4,983,079 | ||||||
PROPERTY
AND EQUIPMENT, net
|
67,009 | 70,181 | ||||||
DEFERRED
FINANCING COSTS, non-current
|
191,734 | 156,073 | ||||||
SECURITY
DEPOSITS
|
19,500 | 19,500 | ||||||
$ | 5,369,863 | $ | 5,228,833 | |||||
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
||||||||
CURRENT
LIABILITIES:
|
||||||||
Due
to financial institution
|
$ | 1,538,941 | $ | 1,187,224 | ||||
Accounts
payable
|
143,566 | 122,900 | ||||||
Accrued
payroll and related taxes
|
60,174 | 35,067 | ||||||
Accrued
expenses
|
19,735 | 45,141 | ||||||
Collected
but unearned fee income
|
63,351 | 58,707 | ||||||
Loan
fees payable
|
50,000 | 50,000 | ||||||
Preferred
dividends payable
|
129,635 | 0 | ||||||
Total
current liabilities
|
2,005,402 | 1,499,039 | ||||||
LOAN
FEES PAYABLE, non-current
|
50,000 | 50,000 | ||||||
TOTAL
LIABILITIES
|
2,055,402 | 1,549,039 | ||||||
COMMITMENTS
AND CONTINGENCIES
|
||||||||
PREFERRED
STOCK, net of issuance costs of
|
||||||||
$1,209,383
|
5,361,512 | 5,361,512 | ||||||
COMMON
STOCK
|
12,941 | 12,941 | ||||||
ADDITIONAL
PAID IN CAPITAL
|
1,750,699 | 1,660,516 | ||||||
ACCUMULATED
DEFICIT
|
(3,810,691 | ) | (3,355,175 | ) | ||||
3,314,461 | 3,679,794 | |||||||
$ | 5,369,863 | $ | 5,228,833 | |||||
|
ANCHOR
FUNDING SERVICES, INC.
|
||||||||
CONSOLIDATED
STATEMENTS OF OPERATIONS
|
||||||||
For
the three months ended March 31, 2009 and 2008
|
||||||||
(Unaudited)
|
(Unaudited)
|
|||||||
2009
|
2008
|
|||||||
FINANCE
REVENUES
|
$ | 404,278 | $ | 211,661 | ||||
INTEREST
EXPENSE, net - financial institution
|
(12,899 | ) | - | |||||
INTEREST
INCOME
|
- | 23,617 | ||||||
NET
FINANCE REVENUES
|
391,379 | 235,278 | ||||||
(PROVISION)
FOR CREDIT LOSSES / BENEFIT FOR
|
||||||||
RECOVERIES
|
(6,063 | ) | 6,096 | |||||
FINANCE
REVENUES, NET OF INTEREST EXPENSE
|
||||||||
AND
CREDIT LOSSES
|
385,316 | 241,374 | ||||||
OPERATING
EXPENSES
|
711,197 | 664,255 | ||||||
LOSS
BEFORE INCOME TAXES
|
(325,881 | ) | (422,881 | ) | ||||
INCOME
TAXES
|
- | - | ||||||
NET
LOSS
|
(325,881 | ) | (422,881 | ) | ||||
DEEMED
DIVIDEND ON CONVERTIBLE PREFERRED STOCK
|
(129,635 | ) | (136,404 | ) | ||||
NET
LOSS ATTRIBUTABLE TO COMMON STOCKHOLDER
|
$ | (455,516 | ) | $ | (559,285 | ) | ||
NET
LOSS ATTRIBUTABLE TO COMMON
|
||||||||
STOCKHOLDER,
per share
|
||||||||
Basic
|
$ | (0.04 | ) | $ | (0.05 | ) | ||
Dilutive
|
$ | (0.04 | ) | $ | (0.05 | ) | ||
WEIGHTED
AVERAGE NUMBER OF SHARES OUTSTANDING
|
||||||||
Basic
and dilutive
|
12,940,378 | 12,100,860 | ||||||
|
Preferred
|
Common
|
Additional
|
Accumulated
|
|||||||||||||
Stock
|
Stock
|
Paid
in Capital
|
Deficit
|
|||||||||||||
Beginning
Balance, December 31, 2008 (audited)
|
$ | 5,361,512 | $ | 12,941 | $ | 1,660,516 | $ | (3,355,175 | ) | |||||||
Provision
for compensation expense related to issued stock options
|
- | - | 2,607 | - | ||||||||||||
Benefit
for compensation expense related to expired stock options
|
- | - | (8,424 | ) | - | |||||||||||
Stock
options issued to directors/officers related to financing agreement
obtained
|
- | - | 96,000 | - | ||||||||||||
To
record preferred stock dividends
|
- | - | - | (129,635 | ) | |||||||||||
Net
loss for the quarter ended March 31, 2009
|
- | - | - | (325,881 | ) | |||||||||||
Ending
Balance, March 31, 2009 (unaudited)
|
$ | 5,361,512 | $ | 12,941 | $ | 1,750,699 | $ | (3,810,691 | ) | |||||||
|
ANCHOR
FUNDING SERVICES, INC.
|
||||||||
CONSOLIDATED
STATEMENTS OF CASH FLOWS
|
||||||||
For
the three months ended March 31, 2009 and 2008
|
||||||||
(Unaudited)
|
(Unaudited)
|
|||||||
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
2009
|
2008
|
||||||
Net
loss:
|
$ | (325,881 | ) | $ | (422,881 | ) | ||
Adjustments
to reconcile net loss to net cash
|
||||||||
used
in operating activities:
|
||||||||
Depreciation
|
13,047 | 8,531 | ||||||
Provision
for uncollectible accounts
|
6,063 | - | ||||||
Compensation
expense related to issuance of stock options
|
(5,817 | ) | 6,398 | |||||
Amortization
of loan fees
|
24,257 | - | ||||||
Changes
in operating assets and liabilities:
|
||||||||
Increase
in retained interest in purchased
|
||||||||
accounts
receivable
|
(107,760 | ) | (491,249 | ) | ||||
Increase
in earned but uncollected fee income
|
(26,601 | ) | (15,284 | ) | ||||
Decrease
(increase) in prepaid expenses and other
|
24,122 | (19,542 | ) | |||||
Increase
in accounts payable
|
20,666 | 34,946 | ||||||
Increase
in collected but unearned fee income
|
4,644 | 3,777 | ||||||
Increase
in accrued payroll and related taxes
|
25,107 | 5,689 | ||||||
Decrease
in accrued expenses
|
(25,406 | ) | (39,388 | ) | ||||
Net
cash used in operating activities
|
(373,560 | ) | (929,003 | ) | ||||
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
Purchases
of property and equipment
|
(9,874 | ) | (5,973 | ) | ||||
Net
cash used in investing activities
|
(9,874 | ) | (5,973 | ) | ||||
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
Proceeds
from line of credit, net
|
351,717 | - | ||||||
Net
cash provided by financing activities
|
351,717 | 0 | ||||||
DECREASE
IN CASH
|
(31,717 | ) | (934,976 | ) | ||||
CASH,
beginning of period
|
401,104 | 3,499,044 | ||||||
CASH,
end of period
|
$ | 369,387 | $ | 2,564,068 | ||||
See
Note 12 for supplemental disclosures of cash flow
|
||||||||
|
|
The
consolidated financial statements include the accounts of Anchor Funding
Services, Inc. and its wholly owned subsidiary, Anchor Funding Services,
LLC (“the Company”). All significant intercompany balances and
transactions have been eliminated in
consolidation.
|
|
Anchor
Funding Services, Inc. is a Delaware corporation. Anchor
Funding Services, Inc. has no operations; substantially all operations of
the Company are the responsibility of Anchor Funding Services,
LLC.
|
|
Anchor
Funding Services, LLC is a North Carolina limited liability
company. Anchor Funding Services, LLC was formed
for the purpose of providing factoring and back office services to
businesses located throughout the United States of
America.
|
|
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
client, 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. 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.
|
|
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 of furniture and fixtures and 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.
|
|
As
of March 31, 2009 and December 31, 2008, the total amount capitalized and
accumulated amortization is as
follows:
|
|
March
31, 2009
|
December
31, 2008
|
|||||||
Cash
paid or payable
|
$ | 246,634 | $ | 246,634 | ||||
Stock
options granted
|
96,000 | - | ||||||
Accumulated
amortization
|
(29,688 | ) | (5,431 | ) | ||||
$ | 312,946 | $ | 241,203 |
|
The
net amount is classified in the balance sheets based on future expected
amortization as follows:
|
|
March
31, 2009
|
December
31, 2008
|
|||||||
Current
|
$ | 121,212 | $ | 85,131 | ||||
Non-current
|
191,734 | 156,073 | ||||||
$ | 312,946 | $ | 241,204 |
|
The
loan agreement requires $100,000 of these costs to be paid as
follows:
|
|
2009
|
$ | 50,000 | ||
2010
|
50,000 | |||
$ | 100,000 |
|
Advertising Costs – The
Company charges advertising costs to expense as incurred. Total
advertising costs were approximately $87,000 and $151,400 for the quarters
ending March 31, 2009 and 2008,
respectively.
|
|
Earnings per Share –
Basic net income per share is computed by dividing the net income
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 dilutive effect
when 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 ending March 31, 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 quarters ended
March 31, 2009 and 2008.
|
|
Fair Value of Financial
Instruments – The carrying value of cash equivalents, retained
interest in purchased accounts receivable, due from/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.
|
|
Retained
interest in purchased accounts receivable consists of the
following:
|
March
31, 2009
|
December
31, 2008
|
|||||||
Purchased
accounts receivable outstanding
|
$ | 5,375,462 | $ | 5,340,975 | ||||
Reserve
account
|
(880,831 | ) | (954,104 | ) | ||||
Allowance
for uncollectible accounts
|
(100,568 | ) | (94,505 | ) | ||||
$ | 4,394,063 | $ | 4,292,366 |
|
Total
accounts receivable purchased were approximately $11,397,000 and
$6,038,000 for the quarters ended March 31, 2009 and March 31, 2008,
respectively.
|
|
Retained
interest in purchased accounts receivable consists of United States
companies in the following
industries:
|
Industry
|
March
31, 2009
|
December
31, 2008
|
||||||
Staffing
|
$ | 670,184 | $ | 1,049,623 | ||||
Transportation
|
1,561,906 | 1,666,895 | ||||||
Publishing
|
2,664 | 2,664 | ||||||
Construction
|
5,218 | 5,218 | ||||||
Service
|
2,149,376 | 1,417,615 | ||||||
Other
|
105,283 | 244,856 | ||||||
$ | 4,494,631 | $ | 4,386,871 |
|
Property
and equipment consist of the
following:
|
|
Estimated
|
|||||||||
Useful
Lives
|
March
31, 2009
|
December
31, 2008
|
|||||||
Furniture
and fixtures
|
2-5
years
|
$ | 33,960 | $ | 33,960 | ||||
Computers
and software
|
3-7
years
|
130,888 | 121,012 | ||||||
164,848 | 154,972 | ||||||||
Less
accumulated depreciation
|
(97,839 | ) | (84,791 | ) | |||||
$ | 67,009 | $ | 70,181 |
|
In
November 2008, the Company entered into an agreement with a financial
institution to finance the factoring of receivables and to provide ongoing
working capital. The agreement is a revolving credit facility
that allows the Company to borrow up to $15,000,000. This
agreement expires in November 2011.
|
|
Borrowings
are made at the request of the Company. The amount eligible to
be borrowed is based on a borrowing base formula as defined in the
agreement. The interest on borrowings is paid monthly at LIBOR
rate plus 4%. In addition to interest, the Company pays the
financial institution various monthly fees as defined in the
agreement.
|
|
The
agreement is collateralized by a first lien on all Company
assets. Borrowings on this agreement are partially guaranteed
by the Company’s President and Chief Executive Officer. The
partial guarantee is $250,000 each.
|
|
The
agreement, among other covenants, requires the Company to maintain certain
financial ratios. As of March 31, 2009 and December 31, 2008,
the Company was in compliance with, or obtained waivers for, all
provisions of this agreement.
|
|
The
Company’s capital structure consists of preferred and common stock as
described below:
|
|
Preferred Stock – The
Company is authorized to issue 10,000,000 shares of $.001 par value
preferred stock. The Company’s Board of Directors determines
the rights and preferences of its preferred
stock.
|
|
On
January 31, 2007, the Company filed a Certificate of Designation with the
Secretary of State of Delaware. Effective with this filing,
2,000,000 preferred shares became Series 1 Convertible Preferred
Stock. Series 1 Convertible Preferred Stock will rank senior to
Common Stock.
|
|
Series
1 Convertible Preferred Stock is convertible into 5 shares of the
Company’s Common Stock. The holder of the Series 1 Convertible
Preferred Stock has the option to convert the shares to Common Stock at
any time. Upon conversion all accumulated and unpaid dividends
will be paid as additional shares of Common
Stock.
|
|
The
dividend rate on Series 1 Convertible Preferred Stock is
8%. Dividends are paid annually on December 31st in the form of
additional Series 1 Convertible Preferred Stock unless the Board of
Directors approves a cash dividend. Dividends on Series 1
Convertible Preferred Stock shall cease to accrue on the earlier of
December 31, 2009, or on the date they are converted to Common
Shares. Thereafter, the holders of Series 1 Convertible
Preferred Stock have the same dividend rights as holders of Common Stock,
as if the Series 1 Convertible Preferred Stock had been converted to
Common Stock. Accrued dividends at March 31, 2009 and December
31, 2008 were $129,635 and $0
respectively.
|
|
Common Stock – The
Company is authorized to issue 40,000,000 shares of $.001 par value Common
Stock. Each share of Common Stock entitles the holder to one
vote at all stockholder meetings. Dividends on Common Stock
will be determined annually by the Company’s Board of
Directors.
|
|
The
shares issued in Series 1 Convertible Preferred Stock and Common Stock as
of March 31, 2009 and December 31, 2008 is summarized as
follows:
|
|
Series
1 Convertible
|
Common
|
|||||||
Preferred
Stock
|
Stock
|
|||||||
Balance,
December 31, 2008
|
1,314,359 | 12,940,378 | ||||||
Balance,
March 31, 2009
|
1,314,359 | 12,940,378 |
|
Employee/Directors
|
|
The
Company has employment and stock option agreements with its Chief
Executive Officer, Morry Rubin (“M. Rubin”) and its President, Brad
Bernstein (“B. Bernstein”)
|
|
The
following summarizes M. Rubin’s employment agreement and stock
options:
|
·
|
The
employment agreement (dated January 31, 2007) with M. Rubin retains his
services as Co-chairman and Chief Executive Officer for a three-year
period.
|
·
|
An
annual salary of $1 until, the first day of the first month following such
time as the Company shall have, within any period beginning on January 1
and ending not more than 12 months thereafter, earned pre-tax net income
exceeding $1,000,000, M. Rubin’s base salary shall be adjusted to an
amount, to be mutually agreed upon between M. Rubin and the Company,
reflecting the fair value of the services provided, and to be provided, by
M. Rubin taking into account (i) his position, responsibilities and
performance, (ii) the Company’s industry, size and performance, and (iii)
other relevant factors. M. Rubin is eligible to receive annual bonuses as
determined by the Company’s compensation committee. M. Rubin
shall be entitled to a monthly automobile allowance of
$1,500.
|
·
|
10-year
options to purchase 650,000 shares exercisable at $1.25 per share,
pursuant to the Company’s 2007 Omnibus Equity Compensation Plan. Vesting
of the options was one-third immediately, one-third on February 29, 2008
and one-third on February 28, 2009.
|
·
|
10-year
options to purchase 250,000 shares exercisable at $.62 per share, pursuant
to agreements entered into in March 2009. These options were
issued in March 2009 in connection with a personal guarantee provided to a
financial institution (see Note 5). These options were recorded
as deferred financing costs and will be amortized to operations over the
remaining life of the line of credit
agreement.
|
|
The
following summarizes B. Bernstein’s employment agreement and stock
options:
|
·
|
The
employment agreement (dated January 31, 2007) with B. Bernstein retains
his services as President for a three-year
period.
|
·
|
An
annual salary of $205,000 during the first year, $220,000 during the
second year and
$240,000 during the third year and any additional year of
employment. The Board may periodically review B. Bernstein’s
base salary and may determine to increase (but not decrease) the base
salary in accordance with such policies as the Company may hereafter adopt
from time to time. B. Bernstein is eligible to receive annual
bonuses as determined by the Company’s compensation
committee. B. Bernstein shall be entitled to a monthly
automobile allowance of $1,000.
|
·
|
10-year
options to purchase 950,000 shares exercisable at $1.25 per share,
pursuant to the Company’s 2007 Omnibus Equity Compensation Plan. Vesting
of the options is one-third immediately, one-third on February 29, 2008
and one-third on February 28, 2009.
|
·
|
10-year
options to purchase 250,000 shares exercisable at $.62 per share, pursuant
to agreements entered into in March 2009. These options were
issued in March 2009 in connection with a personal guarantee provided to a
financial institution (see Note 5). These options were recorded
as deferred financing costs and will be amortized to operations over the
remaining life of the line of credit
agreement.
|
|
Outside
Directors
|
|
The
Company entered into stock option agreements with outside
directors. The following summarizes stock option agreements
entered into with these directors:
|
·
|
As
of March 31, 2008, there were 460,000 shares exercisable at $1.25 per
share, pursuant to the Company’s 2007 Omnibus Equity Compensation
Plan. The exercise period for these options is 10
years. Vesting of the options was one-third immediately,
one-third from the grant date and the remainder two years from grant
date. If any director ceases serving the Company for any
reason, all unvested options shall terminate immediately and all vested
options must be exercised within 90 days after the director ceases serving
as a director. In December 2008, one of these directors
resigned. As of March 31, 2009, all options granted to this
director expired.
|
|
Managerial
Employees
|
|
The
following summarizes stock option agreements entered into with five
managerial employees:
|
·
|
10-year
options to purchase 69,000 shares exercisable at $1.00 to $1.25 per share,
pursuant to the Company’s 2007 Omnibus Equity Compensation Plan. The grant
dates vary from September 2007 to March 2009. Vesting periods
range from one to four years. If any employee ceases being
employed by the Company for any reason, all vested and unvested options
shall terminate immediately.
|
|
|
The
following table summarizes information about stock options as of March 31,
2009:
|
|
Weighted
Average
|
|||||||||||
Exercise
|
Number
|
Remaining
|
Number
|
||||||||
Price
|
Outstanding
|
Contractual
Life
|
Exercisable
|
||||||||
$ | .62 to $1.25 | 2,445,000 |
10
years
|
2,318,833 |
|
The
Company records the issuance of these options in accordance with SFAS No.
123(R). The following information was input into a Black
Scholes option pricing model to compute a per option price range of $.0468
to $.19:
|
|
Exercise
price
|
$ | .62 to $1.25 | ||
Term
|
10
years
|
|||
Volatility
|
83%
to 250%
|
|||
Dividends
|
0 | % | ||
Discount
rate
|
2.82%
to 4.75%
|
|
The
approximate financial effect of these options to record over their life is
as follows:
|
|
Options
to value
|
1,945,000 | 500,000 | 2,445,000 | |||||||||
Option
value
|
$ | 0.0468 | $ | 0.1920 | ||||||||
$ | 91,026 | $ | 96,000 | $ | 187,026 |
|
|
The
pre-tax fair value recorded for these options in the statement of
operations for the quarters ending March 31, 2009 and 2008 was as
follows:
|
|
March
31, 2009
|
March
31, 2008
|
|||||||
Fully
vested stock options
|
$ | 1,982 | $ | 2,080 | ||||
Unvest
portions of stock options
|
625 | 4,318 | ||||||
2,607 | 6,398 | |||||||
Benefit
for expired stock options
|
(8,424 | ) | - | |||||
(Benefit)
provision, net
|
$ | (5,817 | ) | $ | 6,398 |
|
Exercise
price
|
$ | 1.10 | ||
Term
|
5
years
|
|||
Volatility
|
2.5 | |||
Dividends
|
0 | % | ||
Discount
rate
|
4.70 | % |
Weighted
Average
|
|||||||||||
Exercise
|
Number
|
Remaining
|
Number
|
||||||||
Price
|
Outstanding
|
Contractual
Life
|
Exercisable
|
||||||||
$ | 1.10 | 1,342,500 |
5
years
|
1,342,500 |
|
Revenues – During the
quarters ending March 31, 2009 and March 31, 2008, the Company recorded
revenues from United States companies in the following
industries:
|
|
Industry
|
March
31, 2009
|
March
31, 2008
|
||||||
Staffing
|
$ | 76,006 | $ | 83,101 | ||||
Transportation
|
159,735 | 50,815 | ||||||
Construction
|
- | 1,367 | ||||||
Service
|
154,404 | 61,780 | ||||||
Other
|
14,133 | 14,598 | ||||||
$ | 404,278 | $ | 211,661 |
|
Major Customers – The
Company had the following transactions and balances with unrelated
customers (1 in quarter ending March 31, 2009 and 2 in quarter ending
March 31, 2008) which represent 10 percent or more of its revenues for the
quarters ending March 31, 2009 and 2008 as
follows:
|
|
For
the quarter
|
|||||
ended
March 31, 2009
|
|||||
Revenues
|
$ | 50,567 | |||
As
of March 31,2009
|
|||||
Purchased
accounts
|
|||||
receivable
outstanding
|
$ | 719,288 | |||
For
the quarter
|
||||||||
ended
March 31, 2008
|
||||||||
Revenues
|
$ | 30,534 | $ | 26,360 | ||||
As
of March 31,2008
|
||||||||
Purchased
accounts
|
||||||||
receivable
outstanding
|
$ | 170,527 | $ | 395,317 |
|
|
Cash – The Company
places its cash and cash equivalents on deposit with a North Carolina
financial institution. In October and November, 2008 the Federal Deposit
Insurance Corporation (FDIC) temporarily increased coverage to $250,000
for substantially all depository accounts and temporarily provides
unlimited coverage for certain qualifying and participating non-interest
bearing transaction accounts. The increased coverage is scheduled to
expire on December 31, 2009, at which time it is anticipated amounts
insured by the FDIC will return to $100,000. During the year, the
Company from time to time may have had amounts on deposit in excess of the
insured limits.
|
|
The
income tax benefit for the quarters ending March 31, 2009 and 2008
consists of the following:
|
March
31, 2009
|
March
31, 2008
|
|||||||
Current
provision
|
$ | 0 | $ | 0 | ||||
Deferred
benefit
|
121,000 | 166,000 | ||||||
121,000 | 166,000 | |||||||
Valuation
reserve
|
(121,000 | ) | (166,000 | ) | ||||
$ | 0 | $ | 0 |
|
The net operating loss
carryforward generated in the quarters ending March 31, 2009 and 2008 was
approximately $323,000 and $421,000, respectively. The deferred
tax assets related to these net operating loss carryforwards was
approximately $121,000 and $166,000 as March 31, 2009 and 2008,
respectively. These deferred tax assets have been reduced by
valuation allowances. Management is uncertain if this net
operating loss will ever be utilized, therefore it has been fully
reserved.
|
|
In
May 2007, the Company executed lease agreements for office space in
Charlotte, NC and Boca Raton, FL. Both lease agreements are
with unrelated parties.
|
|
The
Charlotte lease is effective on August 15, 2007, is for a twenty-four
month term and includes an option to renew for an additional three year
term at substantially the same terms. On November 1, 2007, the
Company entered into a lease for additional space adjoining its Charlotte
office. The lease is for 19 months and includes a two year
renewal option at substantially the same terms. The monthly
rental for the combined space is approximately
$2,250.
|
|
The
Boca Raton lease was effective on August 20, 2007 and is for a sixty-one
month term. The monthly rental is approximately
$8,300.
|
|
The
rental expense for the quarters ending March 31, 2009 and 2008, was
approximately $34,800 and $34,300,
respectively.
|
|
Cash
paid for interest for the quarters ended March 31, 2009 and 2008 was
$12,900 and $0, respectively.
|
|
Non-cash
financing and investing activities consisted of the
following:
|
|
For the quarter ending
March 31, 2009-
|
|
None
|
|
For the quarter ending
March 31, 2008-
|
|
94,685
preferred shares issued in satisfaction of the accrued dividend obligation
as of December 31, 2007.
|
|
Exchange
of 120,000 preferred shares for 606,690 of common
shares.
|
ITEM
2.
|
MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
|
|
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
client, 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. 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.
|
|
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 of furniture and fixtures and 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.
|
|
Property and
Equipment – Property and
equipment, consisting of furniture and fixtures and 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.
|
|
As
of March 31, 2009 and December 31, 2008, the total amount capitalized and
accumulated amortization is as
follows:
|
|
March
31, 2009
|
December
31, 2008
|
|||||||
Cash
paid or payable
|
$ | 246,634 | $ | 246,634 | ||||
Stock
options granted
|
96,000 | - | ||||||
Accumulated
amortization
|
(29,688 | ) | (5,431 | ) | ||||
$ | 312,946 | $ | 241,203 | |||||
March
31, 2009
|
December
31, 2008
|
|||||||
Current
|
$ | 121,212 | $ | 85,131 | ||||
Non-current
|
191,734 | 156,073 | ||||||
$ | 312,946 | $ | 241,204 |
2009
|
$ | 50,000 | ||
2010
|
50,000 | |||
$ | 100,000 |
|
Advertising
Costs –
The Company charges
advertising costs to expense as incurred. Total advertising
costs were approximately $87,000 and $151,400 for the quarters ending
March 31, 2009 and 2008,
respectively.
|
|
Earnings per Share –
Basic net income per share is computed by dividing the net income
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 dilutive effect
when 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 ending March 31, 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 quarters ended March 31, 2009 and
2008.
|
|
Fair Value of
Financial Instruments – The carrying value of cash
equivalents, retained interest in purchased accounts receivable, due
from/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.
|
Three
Months Ended March 31,
|
||||||||||||||||
2009
|
2008
|
$
Change
|
%
Change
|
|||||||||||||
Finance
revenues
|
$ | 404,278 | $ | 211,661 | $ | 192,617 | 91.1 | |||||||||
Interest
income (expense), net
|
(12,899 | ) | 23,617 | (36,516 | ) | |||||||||||
Net
finance revenues
|
391,379 | 235,278 | 156,101 | 66.4 | ||||||||||||
Benefit
for recoveries (Provision for credit losses)
|
(6,063 | ) | 6,096 | |||||||||||||
Finance
revenues, net of interest expense and credit losses
|
385,316 | 241,374 | 143,942 | 59.6 | ||||||||||||
Operating
expenses
|
711,197 | 664,255 | 46,942 | 7.1 | ||||||||||||
Net
loss before income taxes
|
(325,881 | ) | (422,881 | ) | 97,000 | |||||||||||
Income
tax (provision) benefit:
|
||||||||||||||||
Net
loss
|
$ | (325,881 | ) | $ | (422,881 | ) | $ | 97,000 |
Percentage
of Revenues for
|
||||||||
Percentage
of Accounts Receivable
Portfolio
as of
|
The
Three Months Ended
|
|||||||
Entity
|
March 31, 2009
|
March 31, 2009
|
||||||
Transportation
Company in Virginia
|
13.4 | 13.2 | ||||||
Medical
Staffing Company in New York
|
5.5 | 7.2 | ||||||
Pharmaceutical
manufacturer in Arizona
|
13.4 | 10.5 |
ITEM
3.
|
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
|
ITEM
4.
|
CONTROLS
AND PROCEDURES
|
ITEM
1.
|
LEGAL
PROCEEDINGS:
|
Item
1A.
|
Risk
Factors
|
ITEM
2.
|
CHANGES
IN SECURITIES.
|
Date
of Sale
|
|
Title
of Security
|
|
Number
Sold
|
|
Consideration
Received,
Commissions
|
|
Purchasers
|
|
Exemption
from
Registration
Claimed
|
|
March
2009
|
Common
Stock
Options
|
51,500
|
Securities
granted under Equity Compensation Plan; no cash received; no commissions
paid
|
Employees,
directors and/or
officers
|
Section
4(2) of the Securities Act of 1933 and/or Rule 506
promulgated
thereunder
(6)
|
||||||
March
2009
|
Common
Stock
Options
|
500,000
|
Securities
granted outside Equity Compensation Plan; no cash received; no commissions
paid
|
Employees,
directors and/or
officers
|
Section
4(2) of the Securities Act of 1933 and/or Rule 506
promulgated
thereunder
(6)
|
ITEM
3.
|
DEFAULTS
UPON SENIOR SECURITIES:
|
ITEM
4.
|
SUBMISSIONS
OF MATTERS TO A VOTE OF SECURITY
HOLDERS:
|
ITEM
5.
|
OTHER
INFORMATION:
|
2.1
|
Exchange
Agreement
|
3.1
|
Certificate of
Incorporation-BTHC,INC.
|
3.2
|
Certificate
of Merger of BTHC XI, LLC into BTHC XI,
Inc.
|
3.3
|
Certificate
of Amendment
|
3.4
|
Designation
of Rights and Preferences-Series 1 Convertible Preferred
Stock
|
3.5
|
Amended
and Restated By-laws
|
4.1
|
Form
of Placement Agent Warrant issued to Fordham Financial
Management
|
10.1
|
Directors’
Compensation Agreement-George
Rubin
|
10.2
|
Employment
Contract-Morry F. Rubin
|
10.3
|
Employment
Contract-Brad Bernstein
|
10.4
|
Agreement-Line
of Credit
|
10.5
|
Fordham
Financial Management-Consulting
Agreement
|
10.6
|
Facilities
Lease – Florida
|
10.7
|
Facilities
Lease – North Carolina
|
10.8
|
Loan
and Security Agreement (1)
|
10.9
|
Revolving
Note (1)
|
10.10
|
Debt
Subordination Agreement (1)
|
10.11
|
Guaranty
Agreement (Morry Rubin) (1)
|
10.12
|
Guaranty
Agreement (Brad Bernstein) (1)
|
10.13
|
Continuing
Guaranty Agreement (1)
|
10.14
|
Pledge
Agreement (1)
|
31(a)
|
Rule
13a-14(a) Certification – Chief Executive Officer *
|
31(b)
|
Rule
13a-14(a) Certification – Chief Financial Officer *
|
32(a)
|
Section
1350 Certification – Chief Executive Officer *
|
32(b)
|
Section
1350 Certification – Chief Financial Officer *
|
99.1
|
2007
Omnibus Equity Compensation
Plan
|
99.2
|
Form
of Non-Qualified Option under 2007 Omnibus Equity Compensation
Plan
|
99.3
|
Press
Release – Results of Operations – First Quarter
2009*
|
(1)
|
Incorporated
by reference to the Registrant’s Form 8-K filed November 24, 2008 (date of
earliest event November 21, 2008).
|
ANCHOR
FUNDING SERVICES, INC.
|
|||
Date: May
14, 2009
|
By:
|
/s/ Morry
F. Rubin
|
|
Morry
F. Rubin
|
|||
Chief
Executive Officer
|
|||
Date:
May 14, 2009
|
By:
|
/s/ Brad
Bernstein
|
|
Brad
Bernstein
|
|||
President
and Chief Financial Officer
|
|||
DATE:
May 14, 2009
|
By:
|
/s/ MORRY F.
RUBIN
|
|
Morry
F. Rubin
|
|||
Chief
Executive Officer
|
|||
DATE:
May 14, 2009
|
By:
|
/s/ BRAD
BERNSTEIN
|
|
Brad
Bernstein
|
|||
President
and Chief Financial Officer
|
|||
By:
|
/s/ MORRY F.
RUBIN
|
||
Morry
F. Rubin
|
|||
Chief
Executive Officer
|
|||
May
14, 2009
|
By:
|
/s/ BRAD
BERNSTEIN
|
||
Brad
Bernstein,
|
|||
President
and Chief Financial Officer
|
|||
May
14, 2009
|