VELOCITY PORTFOLIO GROUP, INC. AND SUBSIDIARIES
(Formerly Velocity Asset Management, Inc. and Subsidiaries)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2008 and 2007
NOTE 8 – CONVERTIBLE SECURED DEBENTURES AND NOTES
On October 27, 2005, the Company issued a 10% Secured Convertible Debenture, due April 27, 2007, in the aggregate principal amount of $1.8 million (the “Debenture”) and a warrant to purchase 10,000 shares of the Company’s common stock at an exercise price of $62.00 per share which expired in October 2008.
The Debenture was convertible at $80.00 per share. The Debenture bore interest at 10% per annum, payable monthly on the first day of each calendar month, beginning on November 1, 2005. Interest was payable in cash or, at the Company’s option, in shares of common stock provided that certain conditions were satisfied. The holder of the Debenture was granted (i) a security interest in the assets of the Company, and (ii) a pledge of the Company’s ownership of
its subsidiaries, which is subject to existing liens, existing indebtedness, permitted liens and permitted indebtedness. Additionally, the subsidiaries guaranteed the obligations of the Company under the Debenture. The Debenture was also guaranteed personally by John C. Kleinert, the Company’s President and Chief Executive Officer, W. Peter Ragan, Sr., the Company’s Vice President and W. Peter Ragan, Jr., President of Velocity.
On April 1, 2006, the holder extended the initial payment due date of the Debenture to June 1, 2006, and in consideration thereof, the Company issued an additional warrant to purchase 2,500 shares of the Company’s common stock at an exercise price of $62.00 per share which expires in April 2011. On May 19, 2006, the Company used $1,823,000 of the proceeds from its preferred stock offering to repay the interest and principal under the Debenture.
On June 29, 2007 and July 27, 2007, the Company closed on its private placement offering of 10% Convertible Subordinated Notes (the “Notes”) due 2017 (the “Offering”) to accredited investors (“Investors”). The Notes were offered and sold pursuant to exemption from registration under Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”). The Notes were sold by the Company through an NASD member firm
which served as placement agent. In connection with the Offering, the Company issued the Notes and also entered into a Subscription Agreement with each of the Note holders.
Pursuant to the Offering, the Company issued Notes in the aggregate principal amount of $2,350,000. Interest on the notes was payable monthly in arrears commencing September 30, 2007. The Notes are subordinated in liquidation preference and in right of payment to all of the Company’s existing debt. The Notes are senior in right of payment and in liquidation preference to any future long-term debt of the Company. To the extent the Company were to complete a
subsequent financing with the placement agent on or before March 29, 2008 (“Subsequent Financing”), the Notes will automatically convert into the underlying securities (either convertible debt or preferred stock) sold in the Subsequent Financing. To the extent the new issue in the Subsequent Financing contains an interest rate less than 10% per annum; the exchange ratio of the Notes will automatically adjust to maintain a 10.0% yield. To the extent the Company does not
complete a Subsequent Financing; the Notes may be converted, at the option of the holder, into shares of the Company’s common stock at a price of $50.00 per share, subject to certain adjustments.
The Company used the net proceeds from the Offering primarily for the purchase of portfolios of consumer receivables and for general corporate purposes.
For its services in connection with the Offering, the placement agent received a fee of 7% of the principal amount of the Notes sold. In addition, the Company paid an unaccountable expense allowance of 1% of the principal amount of the Notes sold. As a result, after other Offering expenses of approximately $41,500, the Company received net proceeds of approximately $2,125,500. Total costs of $224,500 related to this offering have been capitalized and are being
amortized over the life of the notes.
NOTE 9 – RELATED PARTY TRANSACTIONS
In 2007, the Company received a note receivable in the amount of $205,000 in partial payment of the $455,000 purchase price from an officer and related party, John C. Kleinert for the assignment of membership interests in Ridgedale Avenue Commons, LLC, and Morris Avenue Commons, LLC, previously owned by J. Holder, Inc. As of December 31, 2007, the note has a balance of $100,000, along with interest at the rate of 12% which shall accrue only on and after December 26,
2007, and is payable by means of one lump sum payment of principal and accrued interest on August 25, 2008. As of March 14, 2008, Mr. Kleinert made a $100,000 lump sum payment to the Company and the promissory note was retired. The Company waived $2,630 in accrued interest on the prepayment.
On December 28, 2007, the Company paid $115,146 in withholding taxes in connection with the vesting of 8,750 shares of restricted stock granted to James J. Mastriani. As of March 14, 2008, Mr. Mastriani has returned 6,800 of such shares for cancellation and retirement to offset this payment.
Of the $3,350,000 in acquisition financing on the Melbourne Property, $1,400,000 was provided by Dr. Kelly and Mr. Granatell, who subsequently became members of the Company’s Board of Directors. Additionally, Mr. Robert Kleinert and Ms. Yoke, related parties of the President and CEO of the Company, provided $900,000 of this financing in connection with the acquisition. The $2,300,000 is reported in net liabilities of discontinued operations. Interest on these
related party notes with respect to the Melbourne Property accrued in the amounts of $233,834 and $242,273 as of the years ended December 31, 2008 and 2007 which is included in accounts payable and accrued expenses of the discontinued operations. Interest paid to other related parties as referenced in NOTE 7 totaled $66,479 and $14,000 and years ended December 31, 2008 and 2007. See also NOTE 7 for other related party transactions.
F-15
VELOCITY PORTFOLIO GROUP, INC. AND SUBSIDIARIES
(Formerly Velocity Asset Management, Inc. and Subsidiaries)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2008 and 2007
NOTE 9 – RELATED PARTY TRANSACTIONS (Continued)
Total interest to related parties for the years ended December 31, 2008 and 2007 was $300,313 and $247,194, respectively. Of the total interest to related parties for the years ended December 31, 2008 and 2007, $233,834 and $233,194, respectively, are included in the results of operations of discontinued operations.
The Company engages Ragan & Ragan, PC, an entity owned by Messrs. Ragan & Ragan, to pursue legal collection of its receivable portfolios with respect to obligors and properties located in the State of New Jersey. The fee arrangements between the Company’s subsidiaries Velocity, J. Holder and VOM and Ragan & Ragan, P.C., each dated as of January 1, 2005, have been reviewed and approved by all the members of a committee appointed by the board of
directors other than Mr. Ragan, Sr. who abstained. In May 2007, the fee arrangements were approved by Unanimous Written Consent of the board of directors other than Mr. Ragan, Sr. who abstained.
Ragan and Ragan, P.C. routinely advances court costs associated with their servicing of consumer receivable portfolios, which are subsequently reimbursed by the Company. These costs are included in the estimated court and media costs in the consolidated balance sheets.
Legal fees paid to Ragan & Ragan, P.C., by the Company’s subsidiaries were as follows:
|
|
|
|
|
|
|
|
|
|
December 31,
2008
|
|
December 31,
2007
|
|
|
|
|
|
|
|
|
Velocity Investments, LLC
|
|
$
|
800,261
|
|
$
|
1,128,107
|
|
J. Holder, Inc.
|
|
|
—
|
|
|
6,000
|
|
VOM, LLC
|
|
|
—
|
|
|
238
|
|
|
|
|
|
|
|
|
|
|
|
$
|
800,261
|
|
$
|
1,134,345
|
|
|
|
|
|
|
|
|
|
NOTE 10 – STOCK-BASED COMPENSATION
Stock-Based Consideration to Employees
The 2004 Equity Incentive Program of the Company, (the “Employee Plan”) authorizes the issuance of up to 50,000 shares of common stock in connection with the grant of options or issuance of restricted stock awards. To the extent that the Company derives a tax benefit from options exercised by employees, if any, such benefit will be credited to additional paid-in capital when realized on our income tax return. There were no tax benefits realized by the
Company. No options have been granted to date.
The Company did not make any awards under the Employee Plan during the year ended December 31, 2007. During the year ended December 31, 2008, the Company issued restricted stock awards. The following summarizes shares of common stock under the Employee Plan:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses Recorded
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
Number of
|
|
December 31,
|
|
December 31,
|
|
Employee
|
|
Shares Granted
|
|
Shares Vested
|
|
2008
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
James J. Mastriani
|
|
|
10,000
|
|
|
10,000
|
|
$
|
—
|
|
$
|
110,000
|
|
Craig Buckley
|
|
|
1,000
|
|
|
1,000
|
|
|
4,450
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
4,450
|
|
$
|
110,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The stock based compensation expense of $110,000 pertained to 3,750 shares of common stock which vested to James J. Mastriani in 2007.
F-16
VELOCITY PORTFOLIO GROUP, INC. AND SUBSIDIARIES
(Formerly Velocity Asset Management, Inc. and Subsidiaries)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2008 and 2007
NOTE 11 – COMMON STOCK OFFERING
On September 26, 2007, the Company consummated a closing of its private placement offering (the “Offering”) of shares of common stock (the “Shares”) and warrants to purchase shares of common stock (the “Warrants”, together with the Shares, the “Securities”) to accredited investors (“Investors”). The Securities were offered and sold pursuant to an exemption from registration under Section 4(2) of the Securities
Act of 1933, as amended (the “Securities Act”). In connection with the Offering, the Company also entered into a Securities Purchase Agreement and a Registration Rights Agreement with the investors in the Offering. The Company sold an aggregate of 33,750 shares at a purchase price of $40.00 per share and delivered Warrants to purchase an aggregate of 8,250 shares.
On October 11, 2007, the Company closed on its second offering of shares of common stock and warrants to purchase shares of common stock to accredited investors under the same terms described above. Together with the first closing, the Company sold an aggregate of 43,125 shares at a purchase price of $40.00 per share and delivered Warrants to purchase an aggregate of 8,625 shares of the Company’s common stock. Net proceeds from the financing were used for working
capital purposes including the purchase of distressed consumer receivable portfolios.
The Company received net proceeds of $1,632,500 from these placements, after offering expenses of approximately $10,000 and commissions of approximately $82,500. In addition, the placement agent received 2 year warrants to acquire 2,063 shares of the Company’s common stock.
The Warrants entitle the holders to purchase shares of the Company’s common stock (the “Warrant Shares”) for a period of three years commencing on April 4, 2008 at an exercise price of $50.00 per share. The Warrants contain certain anti-dilution rights. In addition, the Investors are entitled to additional shares of common stock if, during the six month period after the Initial Closing, the Company sells or issues additional shares of Common Stock, or
securities (debt and/or equity) convertible into common stock, with a purchase, exercise or conversion price of less than $40.00.
Pursuant to the Registration Rights Agreement, the Company agreed to file a registration statement providing
for the resale of the Shares and the Warrant Shares. The Company agreed to file the registration statement within 45 days of the
initial closing and to use its best efforts to cause the registration statement to become effective within 90 or 120 days. The Company met its obligations under the registration rights arrangement and therefore, the carrying amount of
the liability representing the Company’s registration rights obligations was $0. The registration statement for the Offering was filed on November 9, 2007 and declared effective on November 21, 2007.
On May 6, 2008, the Company consummated an initial closing of its private placement offering of units comprised of shares of common stock and warrants to purchase shares of common stock to accredited investors. The Company sold an aggregate of 40,000 shares at a purchase price of $18.00 per share with three year warrants to purchase an aggregate of 10,000 shares of the Company’s common stock at an exercise price of $22.50 per share.
On May 19, 2008, the Company consummated its second and final closing of its private placement offering of Units comprised of shares of common stock and warrants to purchase shares of common stock to accredited investors. Together with the first closing, the Company sold an aggregate of 47,258 shares, 40,000 of which were at a purchase price of $18.00 per share and 7,258 of which were at a purchase price of $18.60 per share and delivered three-year warrants to purchase
an aggregate of 11,815 shares of the Company’s common stock. The Company used the net proceeds from the offering primarily for the purchase of portfolios of unsecured consumer receivables and for general corporate purposes, including working capital.
The warrants entitle the holders to purchase shares of the Company’s common stock reserved for issuance thereunder for a period of three years from the date of issuance. 10,000 of the warrants have an exercise price of $22.50 per share and 1,815 of the warrants have an exercise price of $23.20 per share, or the holders may receive shares pursuant to a net settled stock appreciation right provision. The warrants contain certain anti-dilution rights on terms
specified in the Warrants.
The Company received net proceeds of $793,650 from the placement, after commissions of approximately $61,350. The Company retained a registered FINRA broker dealer to act as placement agent. In addition, the placement agent receives three-year warrants to acquire 4,000 shares of the Company’s common stock at an exercise price of $22.60 per share and three-year warrants to acquire 726 shares of the Company’s common stock at an exercise price of $23.20 per
share.
F-17
VELOCITY PORTFOLIO GROUP, INC. AND SUBSIDIARIES
(Formerly Velocity Asset Management, Inc. and Subsidiaries)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2008 and 2007
NOTE 12 – PREFERRED STOCK OFFERING
On May 18, 2006, the Company sold 1,200,000 shares of Series A 10% Convertible Preferred Stock (“Preferred Stock”) at $10 per share resulting in gross proceeds of $12,000,000. The underwriters were granted an over allotment option to purchase up to an additional 180,000 shares of Preferred Stock. The underwriters were also issued a warrant to purchase 120,000 shares of Preferred Stock at $10 per share. On May 31, 2006, the underwriters exercised their
overallotment option to purchase 180,000 shares of the Preferred Stock. The shares of Series A Convertible Preferred Stock are listed on the American Stock Exchange under the symbol PGV.PR.
Each share of Preferred Stock is convertible into one-fifth of one share of the Company’s Common Stock. If after May 18, 2009, the Company’s common stock exceeds the conversion price of the Preferred Stock by more than 35% and is traded on a national exchange, the Company may terminate the conversion right. If the Company issues a conversion cancellation notice, the Company will have the right to redeem the stock after May 18, 2008 for cash, at the
Company’s option, at $10 per share, plus accrued and unpaid dividends to the redemption date.
NOTE 13 – OUTSTANDING WARRANTS AND OPTIONS
At December 31, 2006, the Company had outstanding warrants and options to purchase 218,833 shares of its common stock at prices ranging from $20.80 to $62.00 per share. Warrants to purchase 159,975 shares of common stock expired in February 2009. Warrants for 33,858 shares of common stock were granted pursuant to a private offering as compensation for services rendered and expire on September 30, 2009. Warrants for 10,000 shares of common stock were granted in
connection with the October 2005 convertible debt financing and expires on October 10, 2010. On May 19, 2006, the Company entered into an amendment to the Securities Purchase Agreement, effective April 1, 2006, for the October 2005 convertible debt financing, pursuant to which it extended the initial payment due date of its outstanding convertible secured debentures and issued to the holder an additional warrant to purchase 2,500 shares of the Company’s common stock at an exercise
price of $62.00 per share which expires on April 1, 2011. In May 2008, under a full ratchet anti-dilution provision of the 12,500 in outstanding warrants exercisable at $62.00 per share, such warrants were exchanged for 43,056 warrants at a reset exercise price of $18.00 per share.
At December 31, 2007, the Company had issued three year warrants to purchase an aggregate of 8,625 shares of the Company’s common stock at $50.00 and 2,063 of two year warrants of the Company’s common stock at $50.00 in conjunction with the private offering discussed in NOTE 11 — COMMON STOCK OFFERING. These warrants were treated as issuance costs related to a private placement offering.
At December 31, 2007, the Company had an option outstanding to an independent consultant (issued in 2005) in exchange for services rendered for 12,500 shares of common stock at an exercise price per share of $50.00 which expired on September 1, 2008.
At December 31, 2008, the Company had issued 10,000 warrants at an exercise price of $22.50 per share and 1,815 warrants at an exercise price of $23.20 per share in conjunction with the private offering of units discussed in NOTE 11 — COMMON STOCK OFFERING. In addition, the placement agent receives three-year warrants to acquire 4,000 shares of the Company’s common stock at an exercise price of $22.60.
The following table summarizes information on all common share purchase options and warrants issued by the Company for the years ended December 31, 2008 and 2007, respectively, including common share equivalents relating to convertible debenture share warrants and their average exercise prices.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2008
|
|
December 31, 2007
|
|
|
|
|
|
|
|
Outstanding at beginning of the year
|
|
|
229,521
|
|
$
|
29.80
|
|
|
218,833
|
|
$
|
29.40
|
|
Granted during the year
|
|
|
58,871
|
|
|
43.60
|
|
|
10,688
|
|
|
50.00
|
|
Exercised during the year
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Terminated, replaced or expired during the period
|
|
|
(25,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at end of the year
|
|
|
263,392
|
|
$
|
28.40
|
|
|
229,521
|
|
$
|
29.80
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at the end of the year
|
|
|
263,392
|
|
$
|
28.40
|
|
|
229,521
|
|
$
|
29.80
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-18
VELOCITY PORTFOLIO GROUP, INC. AND SUBSIDIARIES
(Formerly Velocity Asset Management, Inc. and Subsidiaries)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2008 and 2007
The number and weighted average exercise prices of all common shares and common share equivalents issuable and stock purchase options and warrants outstanding as of December 31, 2008 and 2007 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2008
|
|
December 31, 2007
|
|
|
|
|
|
|
|
|
|
Remaining
Number
|
|
Weighted
Average
|
|
Remaining
Number
|
|
Weighted
Average
|
|
|
|
|
|
|
|
|
|
|
|
Range of Exercise Prices
|
|
Outstanding
|
|
Exercise Price
|
|
Outstanding
|
|
Exercise Price
|
|
|
|
|
|
|
|
|
|
|
|
|
$0 - 40
|
|
|
218,846
|
|
$
|
21.14
|
|
|
159,975
|
|
$
|
20.80
|
|
$40 - 80
|
|
|
44,546
|
|
|
50.00
|
|
|
69,546
|
|
|
54.00
|
|
NOTE 14 – EARNINGS PER SHARE
Basic earnings per share are computed using the weighted average number of shares outstanding during each period. Diluted earnings per share are computed using the weighted average number of shares outstanding during each period, plus the dilutive effects of potential convertible securities related to preferred stock, convertible notes, options and warrants. Outstanding options and warrants to non-employees convertible into 263,391 and 69,546 shares of common stock;
convertible preferred stock, convertible into 276,000 shares of common stock; and convertible notes, convertible into 47,000 and 23,365 shares for the years ended December 31, 2008 and 2007, respectively, were not included in the dilutive per share calculations because their effect would have been anti-dilutive.
|
|
|
|
|
|
|
|
|
|
December 31,
2008
|
|
December 31,
2007
|
|
|
|
|
|
|
|
Numerator:
|
|
|
|
|
|
|
|
(Loss) income from continuing operations
|
|
$
|
(1,430,295
|
)
|
$
|
2,906,890
|
|
Preferred stock dividends
|
|
|
(1,380,000
|
)
|
|
(1,380,000
|
)
|
|
|
|
|
|
|
|
|
(Loss) income from continuing operations available to common stockholders
|
|
|
(2,810,295
|
)
|
|
1,526,890
|
|
Discontinued operations, net of tax
|
|
|
(1,468,667
|
)
|
|
(334,815
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income attributable to common stockholders - Basic and Diluted
|
|
|
|
|
|
|
|
|
|
$
|
(4,278,962
|
)
|
$
|
1,192,075
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator:
|
|
|
|
|
|
|
|
Average shares of common stock outstanding - Basic
|
|
|
878,684
|
|
|
819,752
|
|
Effect of dilutive instruments:
|
|
|
|
|
|
|
|
Stock options
|
|
|
—
|
|
|
84,036
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares - Diluted
|
|
|
878,684
|
|
|
903,788
|
|
|
|
|
|
|
|
|
|
F-19
VELOCITY PORTFOLIO GROUP, INC. AND SUBSIDIARIES
(Formerly Velocity Asset Management, Inc. and Subsidiaries)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2008 and 2007
NOTE 15 – INCOME TAXES
The provision for corporate income taxes consists of the following:
|
|
|
|
|
|
|
|
|
|
2008
|
|
2007
|
|
|
|
|
|
|
|
Current:
|
|
|
|
|
|
|
|
Continuing Operations before Discontinued Operations:
|
|
|
|
|
|
|
|
Federal
|
|
$
|
(37,463
|
)
|
$
|
1,417,070
|
|
State
|
|
|
(27,956
|
)
|
|
565,773
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
(65,419
|
)
|
|
1,982,843
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discontinued Operations:
|
|
|
|
|
|
|
|
Federal
|
|
|
15,468
|
|
|
(26,382
|
)
|
State
|
|
|
2,365
|
|
|
5,574
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
17,833
|
|
|
(20,808
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Current tax (benefit) expense
|
|
|
(47,586
|
)
|
|
1,962,035
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax (benefit) expense:
|
|
|
|
|
|
|
|
Continuing Operations before Discontinued Operations:
|
|
|
|
|
|
|
|
Federal
|
|
|
(843,500
|
)
|
|
87,300
|
|
State
|
|
|
(220,100
|
)
|
|
20,000
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
(1,063,600
|
)
|
|
107,300
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discontinued Operations:
|
|
|
|
|
|
|
|
Federal
|
|
|
(757,000
|
)
|
|
(168,500
|
)
|
State
|
|
|
(19,500
|
)
|
|
(55,500
|
)
|
|
|
|
|
|
|
|
|
Total
|
|
|
(776,500
|
)
|
|
(224,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total deferred tax (benefit) expense
|
|
|
(1,840,100
|
)
|
|
(116,700
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current and deferred tax (benefit) expense
|
|
$
|
(1,887,686
|
)
|
$
|
1,845,335
|
|
|
|
|
|
|
|
|
|
F-20
VELOCITY PORTFOLIO GROUP, INC. AND SUBSIDIARIES
(Formerly Velocity Asset Management, Inc. and Subsidiaries)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2008 and 2007
NOTE 15 – INCOME TAXES (Continued)
The tax effect of temporary differences that make up the significant components of the deferred tax assets and liability for financial reporting purposes for the year ended December 31, 2008 and 2007 are as follows:
|
|
|
|
|
|
|
|
|
|
2008
|
|
2007
|
|
|
|
|
|
|
|
Deferred tax asset:
|
|
|
|
|
|
|
|
Continuing Operations before Discontinued Operations:
|
|
|
|
|
|
|
|
Net operating loss carryforwards
|
|
$
|
1,191,000
|
|
$
|
102,100
|
|
Stock compensation
|
|
|
—
|
|
|
16,800
|
|
|
|
|
|
|
|
|
|
|
|
|
1,191,000
|
|
|
118,900
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discontinued Operations:
|
|
|
|
|
|
|
|
Net operating loss carryforwards
|
|
|
320,000
|
|
|
54,000
|
|
Accrued interest
|
|
|
61,100
|
|
|
61,200
|
|
Impairment of property held for sale
|
|
|
595,600
|
|
|
96,000
|
|
Section 263(a) - properties held for sale
|
|
|
300,600
|
|
|
128,200
|
|
|
|
|
|
|
|
|
|
|
|
|
1,277,300
|
|
|
339,400
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total deferred tax assets
|
|
|
2,468,300
|
|
|
458,300
|
|
|
|
|
|
|
|
|
|
Deferred tax liability - Continuing Operations
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
(32,500
|
)
|
|
(20,300
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net deferred income taxes
|
|
|
2,435,800
|
|
|
438,000
|
|
|
|
|
|
|
|
|
|
Valuation allowance - Discontinued Operations
|
|
|
(190,300
|
)
|
|
(14,400
|
)
|
|
|
|
|
|
|
|
|
Total valuation allowance
|
|
|
(190,300
|
)
|
|
(14,400
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
2,245,500
|
|
$
|
423,600
|
|
|
|
|
|
|
|
|
|
Velocity Portfolio Group Inc. (formerly Tele-Optics, Inc.) generated net operating losses prior to its acquisition of STB. As a result of the reverse acquisition, the ownership change of Velocity Asset Management, Inc. as of February 3, 2004 limits and reduces the future utilization of the Company’s net operating loss carryforwards.
These pre-reverse acquisition net operating loss carryforwards will be limited and reduced based upon the applicable Federal and
New Jersey rules. Any net operating loss carryforwards for future tax years will be available to offset future taxable income of the consolidated group subject to an annual limit per the Internal Revenue Code Section 382.
Discontinued operations include a partial deferred tax asset valuation allowance for state purposes in the amount $190,300. The increase in valuation allowance from 2007 amounted to $175,900.
At December 31, 2008, the Company had unused net operating loss carryforwards of approximately $3,566,000 for Federal purposes and $3,378,000 for New Jersey purposes. These net operating losses may provide future income tax benefits of approximately $1,420,000, substantially all of which will expire in 2028. The Company has the option of carrying back the federal and any applicable state net operating losses to prior tax years to recover income taxes previously paid.
This management decision will be made at the time the income tax returns are filed. If the Company decides to carry
the net operating losses back, the net operating loss carryforwards available for future years will be reduced accordingly. The ability to utilize such losses is dependent upon the Company’s ability to generate taxable future income as well as the annual limit per the Internal Revenue Code Section 382 versus the expiration dates of the losses. Because some of the
losses are due to expire prior to fully utilizing the carryforwards, a valuation reserve has been established for an amount equal to the expected expired amount. The deferred tax benefit for the year ended December 31, 2008
includes approximately $1.1 million as a benefit from net operating loss carryforwards.
F-21
VELOCITY PORTFOLIO GROUP, INC. AND SUBSIDIARIES
(Formerly Velocity Asset Management, Inc. and Subsidiaries)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2008 and 2007
NOTE 15 – INCOME TAXES (Continued)
The Company adopted FIN 48, “Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109” effective January 1, 2007. FIN 48 contains a two-step approach to recognizing and measuring uncertain tax positions accounted for in accordance with SFAS No. 109, “Accounting for Income Taxes.” The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that
it is more likely than not that the position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement.
As of December 31, 2007, the liability for income taxes associated with uncertain tax positions was $29,000. During the year ended December 31, 2008, this liability increased by approximately $6,500 (including penalties and interest) for State income taxes. Therefore, the liability for income taxes associated with uncertain tax positions at December 31, 2008 is approximately $35,500. As of December 31, 2008 and 2007, the Company’s books reflected accrued FIN 48
penalties and interest of approximately $600 and $700, respectively. The penalties and interest are recorded as part of the provision for income taxes.
The Company files Federal and State income tax returns in jurisdictions with varying statutes of limitations. As of December 31, 2008, the 2005 through 2007 tax years remain subject to examination by Federal taxing authorities and various 2004 through 2007 tax years generally remain subject to examination by State taxing authorities. In 2007, the U.S. Internal Revenue Service (IRS) audited the 2005 U.S. Federal tax return. This audit has been closed. There was no
material effect on the Company’s financial position.
A reconciliation of the provision for income taxes attributable to income on continuing operations computed at the Federal statutory rate to the reported provision for income taxes is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
2008
|
|
|
December 31,
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax provision at Federal statutory rate
|
|
-34.00
|
%
|
|
34.00
|
%
|
|
|
|
|
State income taxes net of Federal benefit
|
|
-6.20
|
%
|
|
5.94
|
%
|
|
|
|
|
Other (permanent differences, over-accrual, etc.)
|
|
-3.91
|
%
|
|
1.83
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
-44.11
|
%
|
|
41.77
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOTE 16 – COMMITMENTS
On May 2, 2007, the Company signed a lease with respect to its new business office located at 1800 Route 34, Wall, New Jersey 07719. The lease covers 2,450 square feet of office space and commenced on July 1, 2007 with an initial term of five years (the “Term”).
The Company has two options to extend the Term for a period of five years each. The total annual lease payment is $43,488, payable in equal monthly installments on or before the first of each month.
The future minimum lease payments for each of the twelve month periods ended December 31, 2008 are as follows:
|
|
|
|
|
|
|
December 31,
|
|
|
|
2008
|
|
|
|
|
|
2009
|
|
$
|
43,488
|
|
2010
|
|
|
43,488
|
|
2011
|
|
|
43,488
|
|
2012
|
|
|
21,744
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
152,208
|
|
|
|
|
|
|
F-22
VELOCITY PORTFOLIO GROUP, INC. AND SUBSIDIARIES
(Formerly Velocity Asset Management, Inc. and Subsidiaries)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2008 and 2007
NOTE 16 – COMMITMENTS (Continued)
Rent expense was $61,485 and $56,198 for the years ended December 31, 2008 and 2007, respectively.
The Company has entered into employment agreements with several officers with terms expiring through December 31, 2009. The Company’s gross commitments related to these agreements amounted to $1,080,000.
NOTE 17 – SUBSEQUENT EVENTS
On February 26, 2009, the Company temporarily suspended the payment of monthly dividends on its Series A Preferred Stock beginning February 28, 2009 in order to preserve capital.
On February 27, 2009, the Company withdrew its registration statement for its proposed public offering of stock and warrants and authorized its board of directors has authorized the Company to begin a process or exploring strategic alternatives to enhance stockholder value.
At December 31, 2008, the Company wrote off approximately $613,430 in expenses related to its withdrawn registration statement.
F-23
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Company caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
|
|
VELOCITY PORTFOLIO GROUP, INC.
|
|
|
|
Dated: April 22, 2009
|
By:
|
/s/ JOHN C KLEINERT
|
|
|
John C. Kleinert, President and Chief Executive Officer
|
|
|
|
Dated: April 22, 2009
|
By:
|
/s/ JAMES J. MASTRIANI
|
|
|
James J. Mastriani, Chief Financial Officer, Chief Legal Officer, Secretary and Treasurer
|
|
|
|
In accordance with the Exchange Act, this report has been signed below by the following persons
on behalf of Velocity Portfolio Group, Inc. and in the capacities and on the dates indicated.
|
|
|
|
Dated: April 22, 2009
|
By:
|
/s/ JOHN C KLEINERT
|
|
|
|
|
|
John C. Kleinert, President and Chief Executive Officer
|
|
|
|
Dated: April 22, 2009
|
By:
|
/s/ JAMES J. MASTRIANI
|
|
|
|
|
|
James J. Mastriani, Chief Financial Officer, Chief Legal Officer, Secretary and Treasurer
|
|
|
|
Dated: April 22, 2009
|
By:
|
/s/ W. PETER RAGAN, SR
|
|
|
|
|
|
Vice President, Director
|
|
|
|
Dated: April 22, 2009
|
By:
|
/s/ DR. MICHAEL KELLY
|
|
|
|
|
|
Dr. Michael Kelly, Director
|
|
|
|
Dated: April 22, 2009
|
By:
|
/s/ STEVEN MARCUS
|
|
|
|
|
|
Steven Marcus, Director
|
|
|
|
Dated: April 22, 2009
|
By:
|
/s/ DAVID GRANATELL
|
|
|
|
|
|
David Granatell, Director
|
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