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Velocity Asset Management Incorporated (JVI)

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Last Post: 3/19/2008 3:57:03 PM - Followers: 0 - Board type: Free - Posts Today: 0

Moderator's Disclaimer - This board is for JVI discussion purposes only and in no way a recommendation to invest or not in this stock. Any investment decisions should be based on your own due diligence and decision. You are solely responsible for your choices to buy or sell. This is a disclaimer and in no way holds the moderators legally liable for your investments. BUYER BEWARE! 1800 Route 34 North Building 4 Suite 404B Wall, NJ 07719 201-760-6306 Fax: 201-760-0930 www.velocitycollect.com Velocity Asset Management, Inc., through its subsidiaries, engages in the acquisition, management, collection, and servicing of distressed assets in the United States. It invests in consumer receivable portfolios purchased on the secondary market and liquidates these portfolios through legal collection means. The company also invests in interests in distressed real property and municipal tax lien certificates. Velocity Asset Management was founded in 2003 and is based in Wall, New Jersey. Key personnel Mr. John C. Kleinert, 49 Co-Founder, Chairman, Chief Exec. Officer and Pres $ 240.00K Mr. James J. Mastriani, 37 Chief Financial Officer, Principal Accounting Officer, Chief Legal Officer, Sec. and Treasurer $ 235.00k Mr. W. Peter Ragan Jr., 37 Co-Founder and Pres of Velocity Investments LLC Mr. W. Peter Ragan Sr., 60 Co-Founder, VP N/A Mr. Michael Kelly, 43 Director Primary SIC — Industry Classification 6153 - Short-term business credit State Of Incorporation DE Jurisdiction Of Incorporation United States of America Exchange{/b] American Stock Exchange [b]Ticker symbol JVI ------------------ Recent developments On March 3, 2008, Velocity Investments, LLC (“Velocity”), a wholly owned subsidiary of Velocity Asset Management, Inc. (the “Company”), entered into a Fourth Amendment to the Loan and Security Agreement (the “Fourth Amendment to the Loan Agreement”) with Wells Fargo Foothill, Inc., a California corporation (the “Lender”), pursuant to which the Lender agreed to amend the Loan and Security Agreement dated January 27, 2005 (the “Original Loan Agreement”). The Original Loan Agreement provided for a two year $12,500,000 senior credit facility (the “Credit Facility”) to finance the acquisition of individual pools of unsecured consumer receivables that are approved by the Lender under specific eligibility criteria. The Fourth Amendment to the Loan Agreement has an effective date of February 29, 2008. On February 23, 2007, the line was increased to $17,500,000 pursuant to the Third Amendment to the Loan and Security Agreement. Pursuant to the Fourth Amendment to the Loan Agreement, the Lender increased the amount of credit available under the Credit Facility from $17,500,000 to $22,500,000 and extended the maturity date until January 27, 2011. The Lender has agreed to eliminate the requirement that certain executive officers of the Velocity and the Company provide the Lender with joint and several limited guarantees of Velocity’s obligations under the Original Loan Agreement. The details of the Fourth Amendment to the Loan Agreement and the related agreements, including all information required by Item 1.01 of this Current Report on Form 8-K (this “Report”), are set forth in Item 2.03. “Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement” below, the contents of which are incorporated by reference herein. Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement. The following is a summary of the Fourth Amendment to the Loan Agreement, the Pledge Agreement and the Subordination Agreement and is qualified in its entirety by reference to the Amendment and the related agreements that are filed as exhibits to this Report. Pursuant to the Fourth Amendment to the Loan Agreement, the Lender has agreed to advance to Velocity up to $22,500,000(increased from $17,500,000) to be used to finance up to 75% of the purchase price of individual pools of unsecured consumer receivables that are approved by the Lender under specific eligibility criteria set forth in the Fourth Amendment to the Loan Agreement. The interest rate on the loan is 1.5% above the prime rate of Wells Fargo Bank, N.A. The maturity date of the facility is January 27, 2011 (extended from January 27, 2009). Use of the Credit Facility is subject to Velocity undertaking certain restrictive covenants under the Fourth Amendment to the Loan Agreement including but not limited to: a restriction on incurring additional indebtedness or liens; a change of control of Velocity; a restriction on entering into transactions with affiliates outside the course of Velocity’s ordinary business; and a restriction on making payments to the Company in compliance with the Subordination Agreement. Velocity has agreed to maintain at least $14,000,000 in member’s equity and subordinated debt. The Company has also agreed to maintain at least $25,000,000 in stockholder’s equity and subordinated debt for the duration of the facility. In addition, Velocity and the Company covenant that net income for each subsequent quarter shall not be less than $375,000 and $200,000, respectively. Under the Fourth Amendment to the Loan Agreement, the Lender has agreed to eliminate the requirement that certain executive officers of the Velocity and the Company provide the Lender with joint and several limited guarantees of Velocity’s obligations under the Original Loan Agreement. Structure Common stock, $0.001 par value, 40,000,000 shares authorized, 16,879,321 and 16,129,321 shares issued and outstanding, respectively as of Feb 2008. As of March 10, 2008, the aggregate market value of the common stock held by non-affiliates of the issuer was approximately $3,744,683. This amount is based on the closing price of $0.86 per share for the Company’s common stock as of such date. On March 10, 2008, there were 17,066,821 shares of the Company’s common stock outstanding. Series A 10% Convertible Preferred stock, $0.001 par value, 10,000,000 shares authorized, 1,380,000 shares issued and outstanding (liquidation preference of $13,800,000) Chart of stock price 2007 Annual Report http://pinksheets.com/edgar/GetFilingHtml?FilingID=5805621 Other notes The issuance of authorized shares of preferred stock and additional common stock may result in dilution to existing stockholders, adversely affect the rights of existing stockholders and depress the price of our common stock. We have 10,000,000 shares of authorized “blank check” preferred stock, the terms of which may be fixed by our board of directors. Our board of directors has the authority, without stockholder approval, to create and issue one or more series of such preferred stock and to determine the voting, dividend and other rights of the holders of such preferred stock. Depending on the rights, preferences and privileges granted when the preferred stock is issued, it may have the effect of delaying, deferring or preventing a change in control without further action by the stockholders, may discourage bids for our common stock at a premium over the market price of the common stock and may adversely affect the market price of and voting and other rights of the holders of our common stock. As of December 31, 2007, there are 1,380,000 shares of preferred stock outstanding. In addition to the preferred stock, we are authorized to issue 40,000,000 shares of our common stock. As of December 31, 2007, there were 17,066,821 shares of our common stock issued and outstanding. However, the total number of shares of common stock issued and outstanding does not include outstanding unexercised options, warrants, convertible debt or convertible preferred shares exercisable for 10,109,410 of shares of common stock. As of December 31, 2007, we have reserved up to 10,109,410 shares of our common stock for issuance upon exercise of outstanding stock options, warrants, convertible debt and convertible preferred stock. We have reserved a total of 1,000,000 shares of common stock under our 2004 Equity Incentive Program. As of December 31, 2007, 232,000 shares have been issued. Under most circumstances, our board of directors has the right, without stockholder approval, to issue authorized but unissued and nonreserved shares of our common stock. If all of these shares were issued, it would dilute the existing stockholders and may depress the price of our common stock. Any of (i) the exercise of the outstanding options and warrants, (ii) the conversion of the preferred stock, or (iii) the conversion by the convertible debenture holder of such debenture into shares of our common stock will reduce the percentage of common stock held by the public stockholders. Further, the terms on which we could obtain additional capital during the life of the options and warrants may be adversely affected, and it should be expected that the holders of the options and the warrants would exercise them at a time when we would be able to obtain equity capital on terms more favorable than those provided for by such options and warrants. As a result, any issuance of additional shares of common stock may cause our current stockholders to suffer significant dilution and depress the price of our common stock.
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#1   iBox updated buhg1b 03/19/08 03:57:03 PM
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