operations are
less than anticipated as a result of our inability to collect sufficient
amounts on distressed real property assets, our ability to satisfy our debt
obligations, purchase new interests in distressed real property and our future
growth and profitability may be materially adversely affected.
We are subject to intense
competition for the purchase of distressed assets that may effect our ability
to purchase distressed assets at acceptable prices or at all.
We
compete with other purchasers of consumer receivable portfolios, interests in
distressed real property and tax lien certificates, with third-party collection
agencies and with financial services companies that manage their own portfolios
of these assets. We compete on the basis of reputation, industry experience and
performance. Some of our competitors have greater capital, personnel and other
resources than we have. The possible entry of new competitors, including
competitors that historically have focused on the acquisition of different
asset types, and the expected increase in competition from current market
participants, may reduce our access to consumer receivable portfolios,
interests in distressed real property and tax lien certificates. Aggressive
pricing by our competitors could raise the price of such distressed assets
above levels that we are willing to pay, which could reduce the amount of such
assets suitable for us to purchase or, if purchased by us, reduce the profits,
if any, generated by such assets. If we are unable to purchase distressed
assets at favorable prices or at all, our revenues and our ability to cover
operating expenses may be negatively impacted and our earnings could be
materially reduced.
We are dependent upon third parties,
in particular, the law firm of Ragan & Ragan, P.C., to service the legal
collection process of our consumer receivable portfolios.
We
are dependent upon the efforts of our third party servicers, in particular the
law firm of Ragan & Ragan, P.C., to service and collect our consumer
receivables. Any failure by our third party servicers to adequately perform
collection services for us or remit such collections to us could materially
reduce our revenues and possibly our profitability. In addition, our revenues
and profitability could be materially adversely affected if we are not able to
secure replacement servicers. Until December 2004, our sole servicers had been
the law firm of Ragan & Ragan, P.C., the principals of which are W. Peter
Ragan, Sr. and W. Peter Ragan, Jr. our vice president and a director, and
president of our wholly-owned subsidiary, Velocity Investments, LLC,
respectively. Since December 2004, we have purchased portfolios with
receivables from obligors in all 50 states, and entered into third party
servicing arrangements with approximately 65 attorneys under which such
attorneys service and collect our consumer receivables.
It
may be a conflict of interest for W. Peter Ragan, Sr. to serve as a director
and officer of our Company and for W. Peter Ragan, Jr. to serve as an officer
of our Company, while also being the principals of Ragan & Ragan, P.C., our
primary third party servicers.
As
officers and, in the case of W. Peter Ragan, Sr., also as a director, of our
Company, Messrs. Ragan and Ragan have a fiduciary duty to our stockholders.
However, their position as the principals of the law firm Ragan & Ragan,
P.C., the primary third party servicers of our consumer receivable portfolios,
interests in distressed real property and tax lien certificates, may compromise
their ability to make decisions in the best interests of our stockholders.
Each
of Messrs. Ragan and Ragan devotes approximately 50% of his business time to
our affairs in accordance with the terms of his respective employment agreement
and the balance of his business time to his law practice which includes the
representation of companies that may be deemed our competitors. Accordingly,
there are potential conflicts of interest inherent in such relationship. The
current agreement by and between our wholly-owned subsidiary, Velocity
Investments, LLC, and Ragan & Ragan P.C. is for a one year period
commencing January 1, 2005, and automatically extends for
16
additional
periods of one year each unless terminated by us. The agreement provides for
the payment to such firm of a contingency fee equal to 25% of all amounts
collected and paid by the obligors. The shareholders of Ragan & Ragan, P.C.
are W. Peter Ragan, Sr., our vice president and a director, and W. Peter Ragan
Jr., president of our wholly-owned subsidiary, Velocity Investments, LLC.
During 2006 and 2005, we paid Ragan & Ragan, P.C an aggregate of $1,241,244
and $1,140,793 respectively, for services rendered in accordance with the terms
of the agreements between our subsidiaries and Ragan & Ragan, P.C. Pursuant
to an employment agreement dated January 1, 2004, by and between W. Peter Ragan,
Sr. and us, Mr. Ragan, Sr. is entitled to an annual salary of $100,000 in
consideration for his position as our Vice President and president of our
wholly-owned subsidiaries J. Holder, Inc. and VOM, LLC. In addition, pursuant
to an employment agreement dated January 1, 2004, by and between W. Peter
Ragan, Jr. and us, Mr. Ragan, Jr. is entitled to an annual salary of $100,000
per year in consideration for his position as president of our wholly owned
subsidiary, Velocity Investments, LLC.
Our
subsidiary, J. Holder, Inc., has entered into a one-year retainer agreement
with the law firm of Ragan & Ragan, P.C. and such firm has agreed to
provide legal services at varying hourly rates in connection with the purchase
and sale of J. Holders interests in distressed real property with a minimum
fee of $1,500 per each purchase and sale. In addition, such firm is entitled to
receive a finders fee equal to 15% of J. Holders net profit, if any, at the
time of sale of any property interest referred to us by Ragan & Ragan, P.C.
The retainer agreement is for a one year period commencing January 1, 2005, and
renews for successive periods of one year each unless terminated by our
subsidiary.
Our
subsidiary, VOM, LLC, has entered into a retainer agreement with the law firm
of Ragan & Ragan, P.C., in which such firm has agreed to provide legal
services at varying hourly rates in connection with the foreclosure of tax lien
certificates with a minimum fee of $1,500 per foreclosed tax lien certificate
and a commission equal to 15% of VOMs net profit, if any, at the time of sale
of any real property acquired by VOM upon foreclosure of a tax lien
certificate.
Ragan
& Ragan, P.C. is currently our third party servicer for collections in the
State of New Jersey. Our third party servicing agreements with Ragan &
Ragan, P.C. have terms no more favorable than our third party servicing
agreements with other third party servicers in other states.
Each
of W. Peter Ragan, Sr. and W. Peter Ragan, Jr. owns approximately 14.5% of our
total outstanding shares of common stock as of June 30, 2007.
The loss of any of our executive
officers may adversely affect our operations and our ability to successfully
acquire distressed assets.
Mr.
John C. Kleinert, our president and chief executive officer, Mr. W. Peter
Ragan, Sr., our vice president, Mr. W. Peter Ragan, Jr., president of our
wholly-owned subsidiary Velocity Investments, LLC, and Mr. James J. Mastriani,
our chief financial officer, chief legal officer, treasurer and secretary, are
responsible for making substantially all management decisions, including
determining which distressed assets to purchase, the purchase price and other
material terms of such acquisitions. Although we have entered into employment
agreements with each of such individuals, the loss of any of their services
could disrupt our operations and adversely affect our ability to successfully
acquire consumer receivable portfolios, interests in distressed real property
and tax lien certificates. In addition, we have not obtained key man life
insurance on the lives of Mr. Kleinert, Mr. Ragan, Sr., Mr. Ragan, Jr. and Mr.
Mastriani.
17
If we are unable to access external sources of
financing we may not be able to fund and grow our operations.
We
depend on loans from our credit facility and other external sources to fund and
expand our operations. Our ability to grow our business is dependent on our
access to additional financing and capital resources at acceptable rates. The
failure to obtain financing and capital on acceptable financing terms as needed
would limit our ability to purchase consumer receivable portfolios, interests
in distressed real property and tax lien certificates and achieve our growth plans.
We may incur
substantial debt from time to time in connection with our purchase of consumer
receivable portfolios which could affect our ability to obtain additional funds
and may increase our vulnerability to economic downturns.
We
may incur substantial indebtedness from time to time in connection with the
purchase of consumer receivable portfolios in particular and would be subject
to the risks associated with incurring such indebtedness, including:
|
|
|
we
would be required to dedicate a portion of our cash flows from operations to
pay debt service costs and, as a result, we would have less funds available
for operations, future acquisitions of consumer receivable portfolios,
interests in distressed real property and tax lien certificates, and other
purposes;
|
|
|
|
it
may be more difficult and expensive to obtain additional funding through
financings, if available at all;
|
|
|
|
we
would be more vulnerable to economic downturns and fluctuations in interest
rates, less able to withstand competitive pressures and less flexible in
reacting to changes in our industry and general economic conditions; and
|
|
|
|
if
we defaulted under our existing senior credit facility or other indebtedness
or if our lenders demanded payment of a portion or all of our indebtedness,
we may not have sufficient funds to make such payments.
|
If an event of
default occurs under our secured financing arrangements, it could seriously
harm our operations.
On
January 27, 2005, Velocity Investments, LLC entered into a Loan and Security
Agreement with Wells Fargo Foothill, Inc. (the Lender), through which the
Lender agreed to provide Velocity Investments, LLC with a three year $12,500,000
senior credit facility (the Credit Facility) to finance up to 60% of the
purchase price of the acquisition of individual pools of unsecured consumer
receivables that are approved by the Lender under specific eligibility criteria
set forth in the Loan and Security Agreement. On February 27, 2006, Velocity
Investments, LLC entered into a First Amendment to the Loan and Security
Agreement with Wells Fargo Foothill, Inc. (the Amended and Restated Loan
Agreement). Pursuant to the Amended and Restated Loan Agreement, the Lender
extended the Credit Facility until January 27, 2009 (formerly January 27, 2008)
and agreed to increase the advance rate under the credit facility to 75.0% (up
from 60%) of the purchase price of individual pools of unsecured consumer receivables
that are approved by the Lender. The Lender also agreed to reduce the interest
rate on the loan from 3.50% above the prime rate of Wells Fargo Bank, N.A. to
1.50% above such prime rate. In addition, the amortization schedule for each
portfolio has been extended from twenty-four to thirty months. The Lender also
agreed to reduce the personal guarantees from $1,000,000 to $250,000. On February
23, 2007, the line was increased to $17,500,000 pursuant to the Third Amendment
to the Loan and Security Agreement.
18
Any
indebtedness that we incur under such line of credit is secured by a first lien
upon all of our assets, including all of our portfolios of consumer receivables
acquired for liquidation. If we default under the indebtedness secured by our
assets, those assets would be available to the secured creditor to satisfy our
obligations to the secured creditor. Any of these consequences could adversely
affect our ability to acquire consumer receivable portfolios, interests in
distressed real property and tax lien certificates, and operate our business.
The restrictions
contained in the secured financings could negatively impact our ability to
obtain financing from other sources and to operate our business.
Velocity
Investments, LLC has agreed to maintain certain ratios with respect to
outstanding advances on the credit facility against the estimated remaining
return value on Wells Fargo Foothill financed portfolios, and Velocity
Investments, LLC has agreed to maintain at least $6,000,000 in members equity
and subordinated debt. We have also agreed to maintain at least $21,000,000 in
stockholders equity and subordinated debt for the duration of the facility.
Our
loan and security agreement contains certain restrictive covenants that may
restrict our ability to operate our business. Furthermore, the failure to
satisfy any of these covenants could:
|
|
|
cause
our indebtedness to become immediately payable;
|
|
|
|
preclude
us from further borrowings from these existing sources; and
|
|
|
|
prevent
us from securing alternative sources of financing necessary to purchase
consumer receivable portfolios, interests in distressed real property and tax
lien certificates and to operate our business.
|
As
a result of our line of credit with Wells Fargo, we anticipate that we will
incur significant increases in interest expense offset, over time, by expected
increased revenues from consumer receivable portfolios purchased utilizing
funds under such line of credit. No assurance can be given that the expected
revenues from such purchased portfolios will exceed the additional interest
expense.
Our collections on
unsecured consumer receivables may decrease if bankruptcy filings increase.
During
times of economic recession, the amount of defaulted consumer receivables
generally increases, which contributes to an increase in the amount of personal
bankruptcy filings. Under certain bankruptcy filings an obligors assets are
sold to repay credit originators, but since certain of the receivables we
purchase are unsecured, we often would not be able to collect on those
receivables. We cannot assure you that our collection experience would not
decline with an increase in bankruptcy filings. If our actual collection
experience with respect to our unsecured receivable portfolios is significantly
lower than we projected when we purchased the portfolios, our realization on
those assets may decline and our earnings could be negatively affected. We use
estimates for recognizing revenue on a majority of our receivable portfolio
investments and our earnings would be reduced if actual results are less than
estimated.
19
We may not be able
to acquire consumer receivables of new asset types or implementing a new
pricing structure.
We
may pursue the acquisition of consumer receivable portfolios of asset types in
which we have little current experience. We may not be able to complete any
acquisitions of receivables of these asset types and our limited experience in
these asset types may impair our ability to collect on these receivables. This
may cause us to pay too much for these receivables, and consequently, we may
not generate a profit from these receivable portfolio acquisitions.
If we fail to manage
our growth effectively, we may not be able to execute our business strategy.
We
have experienced rapid growth over the past several years and intend to
maintain our growth. However, our growth will place demands on our resources
and we cannot be sure that we will be able to manage our growth effectively.
Future internal growth will depend on a number of factors, including:
|
|
|
the
effective and timely initiation and development of relationships with sellers
of distressed assets and strategic partners;
|
|
|
|
our
ability to efficiently collect consumer receivables; and
|
|
|
|
the
recruitment, motivation and retention of qualified personnel.
|
Sustaining
growth will also require the implementation of enhancements to our operational
and financial systems and will require additional management, operational and
financial resources. There can be no assurance that we will be able to manage
our expanding operations effectively or that we will be able to maintain or
accelerate our growth and any failure to do so could adversely affect our
ability to generate revenues and control our expenses.
Our operations could
suffer from telecommunications or technology downtime, disruption or increased
costs.
Our
ability to execute our business strategy depends in part on sophisticated
telecommunications and computer systems. The temporary loss of our computer and
telecommunications systems, through casualty, operating malfunction or
servicers failure, could disrupt our operations. In addition, we must record
and process significant amounts of data quickly and accurately to properly bid
on prospective acquisitions of consumer receivable portfolios and to access,
maintain and expand the databases we use for our collection and monitoring
activities. Any failure of our information systems and their backup systems
would interrupt our operations. We may not have adequate backup arrangements
for all of our operations and we may incur significant losses if an outage
occurs. Any interruption in our operations could have an adverse effect on our
results of operations and financial condition.
Until recently all
of our consumer receivables have been from obligors in one state and we face
the uncertainties inherent in acquiring receivables from obligors in other
states.
Historically,
all of our consumer receivables have been from obligors in New Jersey.
Accordingly, we have been dependent on the economic conditions in such state.
Since December 2004, we have acquired consumer receivables from obligors in
other states and we intend to continue to expand our operations geographically.
Therefore, we face the uncertainties inherent in operating in states other than
New Jersey, including lack of familiarity with local laws, identifying new
servicers and obtaining and maintaining licenses in such states.
20
Our inability to
obtain or renew required licenses could have a material adverse effect upon our
results of operations and financial condition.
We
currently hold a number of licenses issued under applicable consumer credit
laws. Certain of our current licenses and any licenses that we may be required
to obtain in the future may be subject to periodic renewal provisions and/or
other requirements. Our inability to renew such licenses or take any other
required action with respect to such licenses could limit our ability to
collect on some of our receivables and otherwise have a material adverse effect
upon our results of operations and financial condition.