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Can anyone interpret this $2.75M transaction?
http://secfilings.com/searchresultswide.aspx?link=1&filingid=8851544
Now the ask is $10/share. I likey. Next shares showing $20/share and then next $108/share. Yikes!
That's true. But on the other hand you or I could buy 5 shares at $9/share to do the same thing. I like buying at the bid if possible. Like I said...I spent $20 to buy $.40 worth of stock over 2 days.:) Everytime I look the bid is creeping up...so maybe we have another match soon. This is not a huge position for me...but one worth watching.
I went thru the same thing with AIRI. Got creamed on the reverse split...but slowly the price is rising to a fairer value as fewer & fewer sellers are available. As long as revenue & earnings continue to rise above dilution...share price growth should go up.
I think Mr. McM's guidance to one of his many friends should be, buy a 100 shares at the ask. I agree time will establish an appropriate market value but it just doesn't make sense to me that, for a couple of bucks, "somebody" (with a lot of shares) doesn't establish pps at a much higher value in the meantime.
He can pick up the dinner tab + drinks in return!
It seems a seller has established a selling floor of $9/share. As far as selling at the bid...folks have their reasons. Things can get crazy with OTC stocks. Add the D on the end and most folks don't touch them even when they are legit.
When we get more info on how the 3rd quarter is going and how all of the pieces of the new company are operating...I think the share value will reflect a more stable and appropriate price.
From Mr. McMillen's guidance...I expect growing revenue & profits going forward.
"C. Thomas McMillen, HOMS Chairman and CEO, stated, "We continue to organically grow our real estate services acquisitions, making good progress in our title and escrow business. We are comfortable with our earlier projections of exceeding $20 million in revenue for 2012, representing a 100% increase from the pre-acquisition revenue levels."
IMO, a poorly executed RS. You would think somebody with a heck of a lot more shares than me (and maybe you?) would have arranged a sale on day 1 north of $6.25/share to establish the price. Even buying 100 shares would have done it. Something is not right here.
Now the bid is up to $1.60. I don't know where it's headed...but the bid was $.012/share before the 1 for 500 RS. The equivalent bid of $.012 X 500 = $6/share.
That's cheap compared to the 170,000 shares I sold from $.035-$.04/share on the day the price popped...which was equivalent to $17.5-$20/share now...after the RS. With only 110,000 public shares on the market...the price could get crazy if nobody is willing to sell and the company has more positive news.
Well I tried to see what would fall from the sky the first couple of days after the RS. Put my GTC order in for many thousand shares at $.10/share. Picked up 4 shares over two days. My commission was much higher than my shares.LOL Win some...lose some.
Now I see the bid is $1.01/share...which is still a bargain if they get filled. On the other hand...$9/share might be good if the seller gets filled. I see the spread closing tighter over the coming weeks.
That's a wide spread. I still don't know how to value the shares after the reverse split. I assumed it would be 500 X $.012/share= $6/share.
But...being the entire public market is only 1% of outstanding shares...I'm not sure. I assumed $6/share valued the company around $60 million if all shares privately held were to be converted. And...what time limits before private shares can be sold to the public?
My shares converted too. But...the symbol still has the D on the end. I assume that drops off sometime over the next couple of weeks.
My shares converted
OK thanks. By the way...my shares haven't been converted yet...but I expect they will over the weekend.
I assume to try and figure fair value for the stock we have to base it on 10 million+ shares if converted? Correct? "total of 10,679,466 shares of Common Stock on a fully-diluted basis."
Yes I saw that...but the public float not held by insiders and institutions is only 110,000 shares.
"Is it the 110,318 shares not held by the major players?"
Yep...that's the entire public float.
CC and webcast info. The Company will host a conference call at 9:00 a.m. EDT on Thursday, August 30, 2012. During the call, C. Thomas McMillen, Chairman and Chief Executive Officer and Michael T. Brigante, Chief Financial Officer will discuss the Company's restructuring. The telephone number for the conference call is 877-407-8033 (Toll Free US); and 201-689-8033 (International). A live webcast of the call will also be available on the Company's website, www.hscapcorp.com. Investors can also access the webcast at www.InvestorCalendar.com.
The webcast will be archived on the site, and investors will be able to access an encore recording of the conference call for one week by calling 877-660-6853 (Replay Toll Free US) 201-612-7415 (Replay International), account # 286, conference ID # 399267. The encore recording will be available after the conference call has concluded."
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): August 29, 2012
TIMIOS NATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
http://ih.advfn.com/p.php?pid=nmona&article=53981022&xref=newsalert
So what is the float now???
"In addition, the Company also announced a 1-for-500 reverse stock split of the Company's issued and outstanding Common Stock, or the reverse stock split. As a result of the reverse stock split, every five hundred shares of Common Stock issued and outstanding prior to the opening of trading on August 29, 2012 will be consolidated into one issued and outstanding share. The reverse stock split reduces the number of issued and outstanding shares of Common Stock from 55,159,102 shares to approximately 110,318 shares."
Is it the 110,318 shares not held by the major players?
"As a result of the restructuring, the Company now has 2,619,143 shares of Series J Stock outstanding and 2,173,272 shares of Common Stock outstanding, or a total of 10,679,466 shares of Common Stock on a fully-diluted basis."
Here it is.....
"Homeland Security Capital Corporation Announces Restructuring, Stock Split and Name Change
9:00a ET August 29, 2012 (PR NewsWire) Homeland Security Capital Corporation (OTCBB: HOMS), a national provider of real estate services to banks, financial institutions and mortgage lenders, announced today a restructuring of its balance sheet, including changes to its capital structure, debt and minority ownership.
As reported, Yorkville Global Advisors, LLC ("YA"), the Company's senior lender and majority stockholder, has agreed to exchange all of its Series H Convertible Preferred Stock ("Series H Stock"), Series F Convertible Preferred Stock, all warrants to purchase common stock, all accrued dividends and approximately $5,139,490 in Senior Notes for a non-recourse note in the amount of $2,311,050 and 2,043,810 shares of the Company's newly created Series J Convertible Preferred Stock ("Series J Stock") (or approximately 62.3% ownership of the Company on a fully converted basis). The principal amount of the non-recourse note is equal to the sum of the note due the Company from its sale of Safety and Ecology Holdings Corporation ("SEC") and the escrow account balances from the sales of SEC and Corporate Security Solutions, Inc. in 2011. The non-recourse note will be adjusted as, if and when the Company receives any amounts from the aforementioned sales, with the note being reduced in part or in whole for any amounts not received.
Also, as part of the restructuring, the 20% minority owners of Fiducia Real Estate Services, Inc ("FRES"), the Company's real estate services holding company, agreed to exchange their ownership in FRES for an aggregate of 428,571 shares of Series J Stock and 307,985 shares of the Company's Common Stock (or approximately 15.9% total ownership of the Company on a fully converted basis). As a result of this exchange, the Company will own 100% of FRES.
Additionally, Fiducia Holdings Corporation ("FHC"), which was the majority owner (80%) of FRES, merged with and into the Company. The Company's CEO and CFO, as minority owners of FHC (20%), agreed to exchange their minority position in FHC for an aggregate of 95 shares of Series J Stock and 1,759,288 shares of the Company's Common Stock (or approximately 16.3% total ownership of the Company on a fully converted basis).
Finally, certain members of management and directors had previously purchased from YA an amount of Series H Stock, which shares of Series H were also exchanged for an aggregate of 146,667 shares of Series J Stock (or approximately 4.5% ownership of the Company on a fully converted basis).
As a result of the restructuring, the Company now has 2,619,143 shares of Series J Stock outstanding and 2,173,272 shares of Common Stock outstanding, or a total of 10,679,466 shares of Common Stock on a fully-diluted basis. The Series J Stock is mandatorily convertible upon either the written consent, at any time, of the holders of the Series J Stock, as provided in the governing Certificate of Designations of the Series J Stock, or the closing by the Company of the sale of shares of Common Stock at a price of at least $1.05 per share in a public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, resulting in at least $10,000,000 of gross proceeds to the Company. The table below reflects the Company's capitalization, after giving effect to the restructuring, on a fully-diluted basis, assuming no anti-dilution adjustments:
Name Series J Common Stock Common Ownership
Preferred Stock Equivalent Stock Issued Percentage on
Issued and Outstanding and Outstanding an As-
Converted Basis
YA Global Investments, L.P. 2,043,810 6,720,400 - 62.31%
Timios Management 494,287 1,625,295 307,985 17.92%
McMillen/Brigante 57,238 188,208 1,947,496 18.06%
FFZ Family Trust 23,810 78,290 - 0.73%
Total 2,619,143 8,612,194 2,067,272 99.02%
The pro-forma summary balance sheet below indicates what the consolidated balance sheet of the Company would have reflected if the Restructuring had been completed at June 30, 2012:
Assets June 30, 2012 Pro-forma Pro-forma
Adjustments June 30, 2012
Current assets $ 3,015,237 $ - $ 3,015,237
Other assets 6,018,888 - 6,018,888
Total Assets $ 9,034,125 $ - $ 9,034,125
Liabilities and Equity
Current liabilities $ 7,592,887 $ (4,917,631) $ 2,675,256
Other liabilities 4,234,557 (2,755,126) 1,479,431
Total Liabilities $ 11,827,444 $ (7,672,757) $ 4,154,687
Warrants Payable $ 169,768 (169,768) -
Total Equity $ (2,963,087) $ 7,842,525 $ 4,879,438
Total Liabilities and Equity $ 9,034,125 $ - $ 9,034,125
C. Thomas McMillen, HOMS Chairman and CEO, commented, "The immediate effect of the restructuring and the exchange and merger agreements is to consolidate the potential 500 million common shares resulting from our convertible preferred stock, $5.4 million in debt (of which $2.3 million will remain in a non-recourse note subject only to the remaining note receivable and escrow balances from the sale of our subsidiaries in 2011), $4.2 million in accrued dividends, and the 20% minority positions in Fiducia Holdings Corporation and Fiducia Real Estate Solutions, Inc. into 2.6 million shares of a new series of preferred stock, which is convertible into 8.6 million shares of our post split common stock and 2.1 million shares of common stock on a post split basis." McMillen continued, "The overall result of these agreements greatly simplifies our capital structure, makes our capital structure very transparent for current and new investors, and allows us to seek new funding arrangements for future acquisitions."
The Company consolidates the results of its 100% owned subsidiary Fiducia Real Estate Services, Inc., which owns 100% of Timios, Inc., Timios Appraisal Management, Inc. and Default Servicing USA, Inc.
The Company also announced that, as a result of the filing of its Amended and Restated Certificate of Incorporation today, the Company's name officially changed from "Homeland Security Capital Corporation" to "Timios National Corporation." As a result of the filing of the Amended and Restated Certificate of Incorporation, the Company also decreased its authorized capital stock from 2,010,000,000 to 55,000,000 shares, which authorized capital was reclassified to 50,000,000 shares of Common Stock and 5,000,000 shares of Preferred Stock.
In addition, the Company also announced a 1-for-500 reverse stock split of the Company's issued and outstanding Common Stock, or the reverse stock split. As a result of the reverse stock split, every five hundred shares of Common Stock issued and outstanding prior to the opening of trading on August 29, 2012 will be consolidated into one issued and outstanding share. The reverse stock split reduces the number of issued and outstanding shares of Common Stock from 55,159,102 shares to approximately 110,318 shares. No fractional shares of common stock will be issued as a result of the reverse stock split, and any fractional shares will be rounded up to the nearest whole share. Trading of the Company's shares of Common Stock on the OTCBB will continue, on a split-adjusted basis, with the opening of the markets on Wednesday, August 29, 2012, under new CUSIP number 88738N103.
Conference Call and Webcast
The Company will host a conference call at 9:00 a.m. EDT on Thursday, August 30, 2012. During the call, C. Thomas McMillen, Chairman and Chief Executive Officer and Michael T. Brigante, Chief Financial Officer will discuss the Company's restructuring. The telephone number for the conference call is 877-407-8033 (Toll Free US); and 201-689-8033 (International). A live webcast of the call will also be available on the Company's website, www.hscapcorp.com. Investors can also access the webcast at www.InvestorCalendar.com.
The webcast will be archived on the site, and investors will be able to access an encore recording of the conference call for one week by calling 877-660-6853 (Replay Toll Free US) 201-612-7415 (Replay International), account # 286, conference ID # 399267. The encore recording will be available after the conference call has concluded.
About Timios National Corporation
Timios National Corporation is a company engaged in the strategic acquisition, development, and consolidation of real estate service businesses. The company is focused on creating long-term value by taking controlling interest and developing its subsidiary companies through superior operations and management. Former Maryland Congressman C. Thomas McMillen, who served three consecutive terms in the U.S. House of Representatives from the 4th Congressional District of Maryland, heads the company.
Timios National Corporation operates businesses that provide real estate products and service solutions, growing organically and by acquisitions. The company is targeting emerging companies that are generating revenues but face challenges in scaling their businesses to capitalize on growth opportunities.
Timios National Corporation's portfolio of companies includes:
Fiducia Real Estate Services, Inc. ("FRES") is a holding company that provides real estate products and services through its three wholly-owned subsidiaries: Timios, Inc. Timios Appraisal Management, Inc. and Default Servicing USA, Inc.
Timios, Inc. ("Timios") is a national title and escrow company licensed to conduct business in forty states and the District of Columbia. The company provides various products and services to banks, direct mortgage companies and mortgage servicing companies through utilizing advanced technology in a paperless operating system. For more information about Timios, please visit www.timios.com.
Timios Appraisal Management, Inc. ("TAM") is a national appraisal management company providing property valuation services to banks, mortgage companies, portfolio managers and investors. TAM manages a national network of appraisers and utilizes advanced technology to deliver quality controlled products in a paperless environment. For more information about TAM, please visit www.timios.com.
Default Servicing USA, Inc. ("DSUSA") is national asset management company providing a full range of services in the real estate owned (REO) industry to banks, financial institutions, investors and mortgage companies. DSUSA manages the disposition of REO properties from eviction to closing of the sale, ensuring the highest return on value through utilizing advanced technology in a paperless environment. For more information about DSUSA, please visit www.defaultservicingusa.com.
For more information about Timios National Corporation, visit www.hscapcorp.com.
Forward-Looking Statement
This release includes certain statements that may be deemed to be "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All statements in this release, other than statements of historical facts, that address future activities, performance, events or developments, are forward-looking statements. Although HOMS believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance, and actual results or developments may differ materially from those in the forward-looking statements.
Contact:Timios National CorporationRoss English (469) 774-1491 InvestorRelations@timios.com
SOURCE Homeland Security Capital Corporation"
OK thanks. I knew it was going to happen...just didn't know when exactly.
Why no PR explaining this? If it's out there I don't see it. Also...if they are going thru with the RS...I suspect they got the note worked out.
13:14 8/29/2012 HOMS Homeland Security Capital Corporation NEW Common Stock HOMSD Timios National Corporation (NEW) Common Stock 1-500 R/S *
I assume the market share price is establishing fair value real time. I also assume the price will be 500 X $.015...$.030...$.045 or whatever the price is when the reverse split takes place. That's is the way my other reverse splits went anyhow.
Listened to the CC. Got the same points. Thanks for your summary. I like the comment about Timios' record revenues in July. Concerning the reverse split, seems they desire to do it before 8/31 when the next YA agreement is due. IMO, I got the impression the pps for the 500:1 has not yet been established. I see current pps struggling to get to and stay above 2 cents. Hope they get it much higher and that higher price is the basis for the reverse. GLTA
Not much more than the quarterly report stated. Company waiting on refinancing by the end of this month before going forward with RS. No questions from callers during the Q&A session. Seems the new division is gaining traction and more news will be released this fall.
Missed the CC. Will try to get to it later today. Any commentary is appreciated. Thanks.
Conference call in the morning...we should hear more on the RS then.
Conference Call and Webcast
The Company will host an earnings conference call at 9:00 p.m. EDT on Wednesday, August 22, 2012. During the call, C. Thomas McMillen, Chairman and Chief Executive Officer, Michael T. Brigante, Chief Financial Officer and Trevor Stoffer, Chief Executive Officer of Timios, Inc. will discuss the Company's performance, financial results and operations. The telephone number for the conference call is 877-407-8033 (Toll Free US); and 201-689-8033 (International). A live webcast of the call will also be available on the Company's website, www.hscapcorp.com. Investors can also access the webcast at www.InvestorCalendar.com.
The webcast will be archived on the site, and investors will be able to access an encore recording of the conference call for one week by calling 877-660-6853 (Replay Toll Free US) 201-612-7415 (Replay International), account # 286, conference ID # 399267. The encore recording will be available after the conference call has concluded.
Is the 500 to 1 price basis established?
7. Corporate Actions
On June 13, 2012, the Board of Directors (the “Board”) of the Company proposed an amendment to execute a 500 to 1 reverse stock split, change the authorized capital of the Company and a corporate name change. These actions were approved by a majority stockholders vote on June 15, 2012. However, as of August 20, 2012, the Board has not instructed the Company to complete the corporate actions approved by the stockholders. It is expected however, that these actions will be completed in the third quarter.
http://secfilings.com/searchresultswide.aspx?link=1&filingid=8783197
10Q out.
Form 10-Q for HOMELAND SECURITY CAPITAL CORP
--------------------------------------------------------------------------------
20-Aug-2012
Quarterly Report
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q, including, without limitation, Management's Discussion and Analysis of Financial Condition and Results of Operations, contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). We intend that the forward-looking statements be covered by the safe harbor for forward-looking statements in the Exchange Act. The forward-looking information is based on various factors and was derived using numerous assumptions. All statements, other than statements of historical fact, that address activities, events or developments that we intend, expect, project, believe or anticipate will or may occur in the future are forward-looking statements. Such statements are based upon certain assumptions and assessments made by our management in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate. These forward-looking statements are usually accompanied by words such as "believe," "anticipate," "plan," "seek," "expect," "intend" and similar expressions.
Forward-looking statements necessarily involve risks and uncertainties, and our actual results could differ materially from those anticipated in the forward looking statements due to a number of factors, including those set forth in Part I, Item 1A, entitled "Risk Factors," of our Transition Report on Form 10-K for the six months ended December 31, 2011, as may be updated and supplemented by this report. These factors as well as other cautionary statements made in this Quarterly Report on Form 10-Q, should be read and understood as being applicable to all related forward-looking statements wherever they appear herein. The forward-looking statements contained in this Quarterly Report on Form 10-Q represent our judgment as of the date hereof. We encourage you to read those descriptions carefully. We caution you not to place undue reliance on the forward-looking statements contained in this report. These statements, like all statements in this report, speak only as of the date of this report (unless an earlier date is indicated) and we undertake no obligation to update or revise the statements except as required by law. Such forward-looking statements are not guarantees of future performance and actual results will likely differ, perhaps materially, from those suggested by such forward-looking statements. In this report, the "Company," "the Holding Company," "we," "us," and "our" refer to Homeland Security Capital Corporation.
Overview
Homeland Security Capital Corporation was incorporated in Delaware on August 12, 1997 under the name "Celerity Systems, Inc." In August 2005, we changed our name to "Homeland Security Capital Corporation" and changed our business plan to seek acquisitions of and joint ventures with companies operating in the homeland security business sector and, until July 2011, operated soley as a provider of specialized, technology-based, radiological, nuclear, environmental, disaster relief and electronic security solutions to government and commercial customers. Our corporate headquarters is located in Arlington, Virginia.
In early 2011, we had announced that we were considering strategic alternatives to retire part or all of our debt, including the sale of one or all of our subsidiaries. On August 19, 2011, we completed the sale of substantially all of the assets of Corporate Security Solutions, Inc., the operating subsidiary of our 93%-owned Nexus Technologies Group, Inc. subsidiary and on October 31, 2011, we completed the sale of our wholly-owned subsidiary, Safety& Ecology Holdings Corporation. The proceeds from these sales were used to retire debt.
In July 2011, we expanded the scope of operations to include companies operating in the real estate services industry through our acquisition of a majority interest in a subsidiary holding company that owns, through an intermediary company, three operating companies: 1) Timios, Inc., or "Timios", which is engaged nationally in title and escrow services for mortgage origination, refinance, reverse mortgages and deed-in-lieu transactions; 2) Timios Appraisal Management, Inc. , or "TAM", which is engaged nationally in residential property appraisals; and 3) and Default Servicing USA, Inc., or "DSUSA",which is engaged nationally in real estate-owned liquidation services to institutional real estate owned, or REO, customers.
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Table of Contents
We currently conduct our operations through one majority-owned subsidiary, Fiducia Holdings Corporation. On July 6, 2011, the Company formed Fiducia Holdings LLC (the assets of which, as of December 30, 2011, were contributed to Fiducia Holdings Corporation) and, through this subsidiary, on July 19, 2011, acquired eighty percent (80%) of Fiducia Real Estate Solutions, Inc., or FRES, a company involved in the real estate services industry. On July 5, 2011 and on July 29, 2011, FRES, through two newly-formed subsidiaries, Default Servicing USA, Inc., or DSUSA, acquired substantially all the assets of Default Servicing, Inc. and, Timios Acquisition Corporation, all of the capital stock of Timios, respectively.
The Company expects to grow these businesses both organically and through acquisitions. The Company continues to target growth companies that are generating revenues but face challenges in scaling their businesses to capitalize on growth opportunities. The Company plans to enhance the operations of these companies by helping them generate new business, grow revenues, develop superior management, build infrastructure and improve cash flows.
Results of Operations
The discussion below reflects the consolidated accounts of the Company's operations for the three and six months ended June 30, 2012. As a result of the acquisitions of DSUSA and Timios and the formation of TAM during the second half of 2011 and the reporting of the Company's former subsidiaries as discontinued operations in 2011, comparison to the previous year's three and six months results of operations would be misleading to the reader and generally not reflective of the current operations of the Company.
Where appropriate, management has attempted to add expanded discussion as to our current businesses reflected in the results of operations. These discussions may include certain details concerning each operating entity prior to their acquisition by the Company. Where this is the case, it will be noted.
Management considers Timios, DSUSA and TAM all to be operating in the same industry, real estate services. As a result, management does not measure each company as if it were its own segment.
Three Month Period Ended June 30, 2012
Revenue
For the three months ended June 30, 2012, the Company recorded revenue of $4,577,193. Of this revenue Timios recorded $4,541,336, DSUSA recorded $24,047 and TAM recorded $11,810. Timios' main source of revenue is derived from title insurance fees and escrow fees. DSUSA derives its revenue from fees associated with the management of properties, which are owned by banks or other mortgage lenders. TAM derives its revenue from residential property appraisals.
Cost of Revenue
For the three months ended June 30, 2012, the Company recorded cost of revenue of $3,988,815. Of this cost of revenue, Timios recorded $3,726,318, DSUSA recorded $42,589 and TAM recorded $219,908.
Operating expenses
For the three months ended June 30, 2012, the Company recorded operating expenses of $971,527. The Holding Company incurred operating expenses of $388,937 during this period compared to $1,388,473 for the three months ended June 30, 2011. The decrease was primarily due to lower professional fees, including director fees. Also for the three months ended June 30, 2012, Timios recorded operating expenses of $514,175, DSUSA recorded operating expenses of $18,797 and TAM recorded operating expenses of $49,618.
Operating expenses consist of personnel costs, including fringe benefits, insurance and facility costs, travel and entertainment, depreciation and amortization, marketing, professional services such as legal and accounting costs and general administrative costs. To the extent possible, the Company has eliminated costs associated with redundant services carried on separately at each location by centralizing such activities.
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Table of Contents
Other income and expense
For the three months ended June 30, 2012, the Company recorded net other expense of $28,187. The Holding Company incurred net other expense of $34,441, which primarily consisted of interest expense reduced by interest income, compared to net other expense of $489,761 for the three months ended June 30, 2011. During the three months ended June 30, 2012, Timios recorded other income of $6,352 and DSUSA incurred other expense of $98.
Net loss
As a result of the foregoing, the Company recorded a net loss of $447,771, before losses of non-controlling interests and preferred dividends of $20,219 for the three months ended June 30, 2012. The total net loss attributable to common shareholders was $427,552 for the period.
Six Month Period Ended June 30, 2012
Revenue
For the six months ended June 30, 2012, the Company recorded revenue of $9,464,671. Of this revenue Timios recorded $9,403,305, DSUSA recorded $49,556 and TAM recorded $11,810.
DSUSA's contract with its only client at the time of acquisition expired late in 2011 and management has been in negotiations with several potential clients to replace this business.
Cost of Revenue
For the six months ended June 30, 2012, the Company recorded cost of revenue of $7,905,975. Of this cost of revenue, Timios recorded $7,380,295, DSUSA recorded $305,772 and TAM recorded $219,908.
Operating expenses
For the six months ended June 30, 2012, the Company recorded operating expenses of $1,927,227. The Holding Company incurred operating expenses of $759,455 during this period compared to $1,808,777 for the six months ended June 30, 2011. The decrease was primarily due to lower professional fees, including director fees. Also for the six months ended June 30, 2012, Timios recorded operating expenses of $1,043,559, DSUSA recorded operating expenses of $74,595 and TAM recorded operating expenses of $49,618.
Other income and expense
For the six months ended June 30, 2012, the Company recorded net other expense of $94,465. The Holding Company incurred net other expense of $73,628, which primarily consisted of interest expense reduced by interest income, compared to net other expense of $994,662 for the six months ended June 30, 2011. The decrease was primarily related to the reduction in accrued interest expense on the Company's senior debt, which was reduced by the proceeds from the sale of the Company's homeland security subsidiaries. Timios incurred other expense of $20,764 and DSUSA incurred other expense of $73 for the six months ending June 30, 2012.
Net loss
As a result of the foregoing, the Company recorded a net loss of $543,731, before losses of non-controlling interests and preferred dividends of $2,679, for the six months ended June 30, 2012. The total net loss attributable to common shareholders was $546,410 for the six month period.
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Table of Contents
Liquidity and Capital Resources
From August 2005 through March 2008, the Company operated and acquired businesses using funding from issuance of its Common Stock, Preferred Stock and convertible debt to YA Global Investments, L.P. (formerly known as Cornell Capital, L.P.), or YA, totaling approximately $23,250,000. At June 30, 2012, the Company owed YA approximately $5,696,283, including accrued interest. In March 2008, the total debt was consolidated into three notes, each with a maturity date of March 14, 2010. The maturity date was initially extended to October 1, 2010, and then subsequently extended to July 15, 2011, by which time the Company had expected to sell its homeland security subsidiaries and retire the debt. Since none of the subsidiaries were sold by this date, YA agreed to forbearance until August 31, 2011 and then subsequently agreed to an extension of the forbearance period until September 14, 2011. On August 19, 2011, Nexus was sold and $1,733,917 of the proceeds from the sale was paid to YA. On October 31, 2011, Safety was sold and $12,651,910 of the proceeds from the sale was paid to YA. On October 26, 2011, YA agreed to an extension of the forbearance period until April 30, 2012 on the balance of the remaining debt owed them, which date was extended to June 29, 2012 on May 11, 2012. On June 15, 2012, YA agreed to an additional extension of the forbearance period until August 31, 2012. YA and the Company are continuing discussions as to different alternatives to satisfy this outstanding debt.
The Company had cash on hand of $1,775,926 at June 30, 2012. Our primary needs for cash are to repay debt owed to YA and fund our ongoing operations. Our secondary need for cash is to make additional acquisitions of businesses that provide products and services in our target industries. We do not have sufficient capital on hand to repay our debt to YA nor are we able to internally generate sufficient capital to repay such debt in full at this time. We will require significant additional capital in order to repay our debt, fund our operations and make additional acquisitions.
During the six months ended June 30, 2012, the Company had a net decrease in cash of $903,131. The Company's sources and uses of cash were as follows:
Cash Flows From Operating Activities
We used net cash of $443,722 in our operating activities during the six months ended June 30, 2012, consisting of a loss of $273,008 (net loss of $543,731 less adjustment for non-cash items of approximately $270,723), offset by net uses of cash totaling approximately $170,714 due to changes in our operating assets and liabilities.
Cash Flows From Investing Activities
We used net cash of $476,208 in our investing activities during the six months ended June 30, 2012, consisting of collections of notes receivable of $405,461. Cash was used to purchase fixed assets of $159,366 and payments on contingent consideration of $722,303.
Cash Flows From Financing Activities
We provided cash of $16,799 in our financing activities during the six months ended June 30, 2012, consisting of the net repayment of related party debt.
As of June 30, 2012, the Company had a net working capital deficit of $4,577,650.
Off-Balance Sheet Arrangements
The Company was not a party to any off-balance sheet arrangements during the quarter ended June 30, 2012.
Where does the share price go this week? It was $.20/share two years ago. I would still like to hear news from the company. Maybe we get earnings shortly.
http://www.timios.com/
Sorry srm...I don't have message board subscription for that service.
Thanks for the info. I still don't understand all of the volume today. Seems the selling has calmed down unless the price moves back into the $.03's.
a/s will be 55m, o/s somewhere around 100k depending on converted preferred shares....when r/s is completed should open around $4.5/ share along with name change (Timios National Corporation)
Thanks
I'll follow this stock a little longer.
decrease the Company’s authorized capital stock from 2,010,000,000 shares to 55,000,000 shares
What's the a/s count
I couldn't find it anywhere. Not
even at otcmarkets.com
http://www.hscapcorp.com/index.php
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) On June 13, 2012, the Board of Directors (the “Board”) of Homeland Security Capital Corporation (the “Company”), after careful consideration, unanimously deemed advisable and approved (i) a proposed amendment to the Company’s certificate of incorporation, as currently in effect (the “Certificate of Incorporation”) by way of an Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), to effectuate a reverse stock split of the Company’s issued and outstanding common stock, $0.001 par value per share (the “Common Stock”) at a ratio of five hundred-for-one (the “Reverse Stock Split”); (ii) a proposed amendment to the Company’s Certificate of Incorporation by way of the Amended and Restated Certificate of Incorporation to decrease the Company’s authorized capital stock from 2,010,000,000 shares to 55,000,000 shares, and to reclassify such authorized capital from 2,000,000,000 shares of Common Stock to 50,000,000 shares and from 10,000,000 shares of preferred stock to 5,000,000 shares (the “Change in Authorized Capital Stock”); and (iii) a proposed amendment to the Company’s Certificate of Incorporation by way of the Amended and Restated Certificate of Incorporation to change the name of the Company from “Homeland Security Capital Corporation” to “Timios National Corporation” (the “Name Change”), and recommended that the Company’s stockholders approve the Reverse Stock Split, Change in Authorized Capital Stock and the Name Change (collectively, the “Proposals”).
The Company’s authorized capital stock consists of 2,000,000,000 shares of Common Stock and 10,000,000 shares of preferred stock. Each share of Series H Convertible Preferred Stock, $0.01 par value per share (“Series H Preferred”) is convertible into 33,334 shares of Common Stock, and each share of Series F Convertible Preferred Stock, $0.01 par value per share (“Series F Preferred,” and with the Common Stock and Series H Preferred, the “Stockholders”) is convertible into one share of Common Stock. The holders of Common Stock, and the Series H Preferred, on an as converted basis, are entitled to one vote for each share of Common Stock, on the approval of each of the Reverse Stock Split, the Change in Authorized Capital Stock and the Name Change, provided, however, that the vote of YA Global Investments, L.P., as a holder of Series H Preferred and Common Stock, may not exceed 9.99% of the Company’s Common Stock, on an as-converted basis, that is being voted. The holders of shares of Series H Preferred are entitled to one vote for each share of Series H Preferred on matters submitted to a vote of the Series H Preferred as a separate class. The holders of shares of Series F Preferred are entitled to one vote for each share of Series F Preferred on matters submitted to a vote of the Series F Preferred as a separate class.
The holders of at least (i) a majority of the outstanding capital stock of the Company entitled to vote on the Reverse Stock Split, Change in Authorized Capital Stock and the Name Change, which was comprised of the Common Stock and the Series H Preferred, voting as a single class with the Common Stock on an as-converted basis, (ii) a majority of the outstanding Series F Preferred, voting as a single class, entitled to vote on the Change in Authorized Capital Stock, and (iii) 66% of Series H Preferred, voting as a separate class, entitled to vote on the Change in Authorized Capital Stock (collectively, the “Required Vote”), approved the Proposals by written consent, in lieu of a special meeting of the Stockholders, on June 15, 2012 (the “Record Date”) in accordance with the relevant sections of the Delaware General Corporation Law (the “DGCL”) and the Company’s Certificate of Incorporation and By-laws (together, the “Charter”).
On the Record Date, there were 51,588,591 shares of Common Stock outstanding (excluding treasury shares), 9,899 shares of Series H Preferred outstanding and 1,000,000 shares of Series F Preferred outstanding. On the Record Date, Stockholders holding (i) an aggregate of 40,107,721 shares of Common Stock, including the 9,899 shares of Series H Preferred, on an as-converted basis, or approximately 51% of the outstanding Common Stock and Series H Preferred, on an as-converted basis,
http://www.sec.gov/Archives/edgar/data/1006459/000110465912049602/a12-16636_18k.htm
http://www.sec.gov/cgi-bin/browse-edgar?CIK=0001006459&action=getcompany
I felt it would be higher if I waited. I bought a lot of CEMI at $.11/share. They did a 1 for 8 reverse split when the price was $.53/share=$4.24 after the RS. Today it trades around $5/share...so you never know for sure. To be honest HOMS's price is moving so fast today I don't have a clue what fair value is.
Why not wait until after the r/s
usually the price drops and you can
buy it cheaper
MK
And your point is??? Those of us in the know we're buying cheap shares 80% lower based on the fact an uplisting is coming. Good things ahead for this company.
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Homeland Security Capital is a consolidator in the fragmented homeland security industry. The company is focused on creating long-term value by taking controlling interest and developing its subsidiary companies through superior operations and management. The company is headed by former Congressman C. Thomas McMillen, who served three consecutive terms in the U.S. House of Representatives from the 4th Congressional District of Maryland. Homeland Security Capital intends to operate businesses that provide homeland security product and service solutions, growing organically and by acquisitions. The company is targeting emerging companies that are generating revenues from promising security products and services but face challenges in scaling their businesses to capitalize on homeland security opportunities. The company will enhance the operations of these companies by helping them generate new business, grow revenues and improve cash flows.
Share Structure
54,194,268 O/S
12,500,000 owned by CEO (C. Thomas McMillen)
3,570,431 in the company treasury
3,000,000 owned by Titan Global
1.2 Million owned by YA Global Investments
~33,923,837 (low float)
~$1.1million market cap @ 0.021 / Jan 24th 2011
Company Highlights
over $25 million in revenue last quarter (up 21%)
on pace for > than a $100 million in revenue this fiscal year
476 Full-Time Employees
January 19th, 2011 announcement of new contract award worth up to $25 million
Eligible for contract awards for future work at various DOE sites worth up to $926 million
About the C.E.O.
C. Thomas McMillen
Charles Thomas "Tom" McMillen (born May 26, 1952 in Elmira, New York) is a retired NBA professional basketball player, Rhodes Scholar, and Democratic U.S. Congressman who represented the 4th congressional district of Maryland from January 3, 1987 to January 3, 1993.
Prior to entering politics, McMillen was a star basketball player on all levels. In 1970, he was the number one high school basketball player in the U.S. coming out of Mansfield, Pennsylvania.
After graduating from Maryland in 1974, McMillen was drafted by the Buffalo Braves. During his National Basketball Association career, he would play for the Braves, New York Knicks, Atlanta Hawks, and Washington Bullets before retiring in 1986 to pursue his political career. McMillen was also a member of the 1972 U.S. Olympic Basketball Team. McMillen played for a year in Europe before joining the 1975–76 Buffalo Braves.
He was elected to the U.S. Congress as a Democrat to represent Maryland's 4th district, and served 1987-1993 as that district's representative.
Business Career
Mr. McMillen has served as Homeland Security Capital Corp's Chief Executive Officer and Chairman of the Board since August 30, 2005 and served as the Company's President from August 30, 2005 until March 19, 2008.
Since March 12, 2010, Mr. McMillen has been the sole member and manager of NVT License Holdings, LLC, a Delaware limited liability company, which is the indirect parent and controlling entity of several other limited liability companies which hold the Federal Communications Commission licenses for eight full power and three low power television stations in eight different television markets.
Since October 2009, he has served as a director of Dominion Funds, Inc., a publicly traded mutual fund.
From December 2004 until January 2007, Mr. McMillen served as the Chairman of Fortress America Acquisition Corporation (now Fortress International Group, Inc., FIGI.PK), and from January 2007 until August 2009, he served as Vice Chairman and director.
In March 2003, Mr. McMillen co-founded Global Secure Corp., a homeland security company providing integrated products and services for critical incident responders, and served as its Chief Executive Officer until February 2004. From February 2004 until February 2005, Mr. McMillen served as a consultant to Global Secure Corp.
From December 2003 to February 2004, Mr. McMillen served as Vice Chairman and Director of Sky Capital Enterprises, Inc., a venture firm, and until February 2005 served as a consultant.
From March 2003 to February 2004, Mr. McMillen served as Chairman of Sky Capital Holdings, Ltd, Sky Capital Enterprises London stock exchange listed brokerage affiliate.
Mr. McMillen has also been Chief Executive Officer of Washington Capital Advisors, a merchant bank and one of our stockholders since 2003.
Mr. McMillen also served as Chairman of TPF Capital, its predecessor company, from 2001 through 2002.
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