8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

^{______________}

FORM 8-K

^{______________}

CURRENT REPORT
Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) April 25, 2013

AMERITRANS CAPITAL CORPORATION

 (Exact name of registrant as specified in its charter)

Delaware	814-00193	52-2102424
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employee Identification Number)

50 Jericho Quadrangle, Suite 109

Jericho, New York 11753

(Address of principal executive offices (Zip Code)

(212) 355-2449

 (Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report.)

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:

[_]

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))

Item 1.03     Bankruptcy or Receivership

As previously disclosed, on October 31, 2012 (the “Effective Date”), Elk Associates Funding Corporation (“Elk”), a wholly-owned subsidiary of Ameritrans Capital Corporation (“Ameritrans” and together with Elk, the “Company”), and the United States Small Business Administration (the “SBA”), entered into a Settlement Agreement and Mutual Release (the “Settlement Agreement”) with respect to Elk’s lawsuit against the SBA, captioned Elk Associates Funding Corporation v. United States Small Business Administration et al (Case No. 12-0438 (CKK)).  As previously disclosed, in connection with the entry into the Settlement Agreement, Elk executed and delivered a Consent Order of Receivership (the “Consent Order”) appointing the SBA as permanent, liquidating receiver of Elk, to be filed by the SBA only in the event that Elk failed to pay the Settlement Payment pursuant to the Settlement Agreement, as amended.

On April 25, 2013, the United Stated District Court for the Eastern District of New York (the “Court”) entered the Consent Order of Receivership, in the proceeding entitled United States of America, on behalf of its agency, the United States Small Business Administration v. Elk Associates Funding Corp. (Case No. 2:13-cv-01326-LDW-GRB).  The Court appointed the SBA as the receiver of Elk for the purpose of marshaling and liquidating all of Elk’s assets and satisfying the claims of creditors therefrom in the order of priority as determined by the Court.  The Court entered judgment in the total sum of $21,175,000.00 as of October 26, 2012, plus  accrued  interest of approximately $1,166,000 through April 25, 2013, plus post-judgment interest at the rate allowed by law. The Consent Order of Receivership dismissed all of the existing officers, directors and agents of Elk.

The interests of the SBA in its capacity as a receiver of Elk will differ materially from the interests of Ameritrans and its stockholders. We anticipate Ameritrans’ business, financial condition and results of operations will be materially and adversely affected by the entry of the Consent Order.  

Item 2.01     Completion of Acquisition or Disposition

The information set forth in Item 1.03 is incorporated herein by reference.  As a result of the appointment of the SBA as receiver of Elk, Ameritrans has determined that it will deconsolidate Elk for financial reporting purposes in future periods.  As a result, the entry of the Consent Order will be deemed the disposition of Elk and all of its assets for accounting purposes.  Elk was organized to provide long-term loans to businesses eligible for investments by small business investment companies (“SBIC”) under the Small Business Investment Act of 1958, as amended.  Elk surrendered its SBIC license in connection with its entry into the Settlement Agreement and continues to hold investments, which consist primarily of loans to eligible businesses.  For additional information regarding the assets held by Elk that may be deemed to have been disposed of by Ameritrans, certain liabilities with respect to which Ameritrans will be obligated as a result of the entry of the Consent Order and other pro forma effects of the deconsolidation of Elk, please see the unaudited pro forma financial information filed as Exhibit 99.1 to this Current Report on Form 8-K.

Item 2.03     Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Items 1.03, 2.01 is incorporated herein by reference.  For additional information regarding Ameritrans’ direct financial obligations resulting from the entry of the Consent Order and the deconsolidation of Elk, see Note (c) to the unaudited pro forma financial information filed as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01     Financial Statements and Exhibits.

(b)     Pro Forma Financial Information.

The pro forma financial information attached as Exhibit 99.1 to this Current Report on Form 8-K is incorporated herein by reference. The unaudited pro forma financial information is presented for informational purposes only. The pro forma data is not necessarily indicative of what Ameritrans’ financial position or results of operations actually would have been had the Consent Order been entered as of the dates indicated. In addition, the unaudited pro forma financial information does not purport to project the future financial position or operating results of the deconsolidated company.

(d)     Exhibits

Exhibit No.	Description
99.1	Unaudited Pro Forma Financial Information

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	AMERITRANS CAPITAL CORPORATION
Date:  May 1, 2013	By:	/s/ Michael Feinsod
		Name:  Michael Feinsod
		Title:   Chief Executive Officer and President

Exhibit Index

Exhibit No.	Description
99.1	Unaudited Pro Forma Financial Information

EX-99.1

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