UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
November 14, 2007
(Date of earliest event reported)
vFINANCE, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 1-11454 58-1974423
(State or Other Jurisdiction of (Commission File No.) (IRS Employer
Incorporation) Identification No.)
3010 North Military Trail
Suite 300
Boca Raton, Florida 33431
(Address of Principal Executive Offices)
(561) 981-1000
(Registrant's telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 2.02 Results of Operations and Financial Condition.
On November 14, 2007, vFinance, Inc. issued a press release announcing its
results of operations for the third quarter ended September 30, 2007. A copy of
the press release is attached as Exhibit 99.1 to this report. This information
is not deemed to be "filed" for the purposes of Section 18 of the Securities
Exchange Act of 1934 and is not incorporated by reference into any Securities
Act registration statements.
Item 9.01 Financial Statements And Exhibits.
(c) Exhibits.
99.1 Press release issued by vFinance, Inc. on November 14, 2007.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
vFINANCE, INC.
By: /s/ Leonard J. Sokolow
-----------------------------------
Name: Leonard J. Sokolow
Title: Chief Executive Officer
Date: November 15, 2007
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Exhibit Index
Exhibit No. Description
------------ -----------------------------------------------------
99.1 Press release issued by vFinance, Inc. on November 14, 2007.
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Exhibit 99.1
vFinance, Inc.
VFINANCE, INC. REPORTS RECORD REVENUES FOR
THIRD QUARTER 2007
Company reports higher revenues than the comparable quarter last year and
demonstrates benefits of revenue diversification while reducing certain
operating expenses.
(Dollar amounts are approximated except for earnings per share)
BOCA RATON, FL, November 14, 2007 - vFinance, Inc. (OTCBB: VFIN) ("vFinance"), a
financial services company with offices in the U.S., Latin America and Canada,
specializing in growth opportunities, today reported revenues for the third
quarter ended September 2007.
Revenues for the third quarter 2007 were $11,010,300, compared to $9,608,100 in
the comparable quarter of 2006, an increase of $1,402,200, or 15%. Net loss for
the third quarter was $641,300 or $0.01 per fully diluted share, compared to a
net loss of $432,000 or $0.01 per fully diluted share in the third quarter of
2006. The third quarter 2007 net loss results encompasses depreciation and
amortization of intangibles of $325,000 and stock based compensation expense of
$120,000, compared to depreciation and amortization of intangibles of $310,200
and stock based compensation expense of $117,300 in the third quarter of 2006.
vFinance's liquid assets of approximately $5,222,200, as of September 30, 2007,
comprised of cash and cash equivalents of $4,484,700 and marketable securities
of $737,500, were approximately $7,000 less than our liquid assets as of
December 31, 2006. In addition, the Company's cash flow from operating
activities totaled $592,100 for the nine months ended September 30, 2007, as
compared to $734,600 for the same period in 2006. vFinance has no long term
debt.
Adjusted EBITDA defined as net income (loss) before interest, taxes,
depreciation, amortization and stock based compensation was a loss of
approximately ($177,400) for the quarter ended September 30, 2007 compared to a
loss of approximately ($9,600) for the comparable quarter last year. Adjusted
EBITDA for the nine months ended September 30, 2007 was approximately $515,500,
an increase of $46,400, or 10%, from adjusted EBITDA of $469,100 for the
comparable period in 2006.
Earnings before interest, taxes, depreciation and amortization, or EBITDA,
adjusted for non-cash compensation expense is a key metric the Company uses in
evaluating its financial performance. EBITDA is considered a non-GAAP financial
measure as defined by Regulation G promulgated by the SEC pursuant to the
Securities Act of 1933, as amended. The Company considers EBITDA, as adjusted,
an important measure of its ability to generate cash flows to fund capital
expenditures, repurchase shares, fund other corporate investing and financing
activities, and to service debt when it exists. EBITDA, as adjusted, eliminates
the non-cash effect of depreciation and amortization of intangible assets and
stock-based compensation. EBITDA should be considered in addition to, rather
than as a substitute for, pre-tax income, net income and cash flows from
operating activities.
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The following table presents an approximated reconciliation of EBITDA, as
adjusted, to net income as reported.
Three Months Ended Nine Months Ended
September 30 September 30
2007 2006 2007 2006
------------ --------------- ------------ --------------
Net Income (Loss) $(641,300) $ (432,000) $(828,700) $ (516,000)
Interest (Income) expenses, net 18,900 (5,100) 29,900 (12,100)
Depreciation & Amortizations of Intangibles 325,000 310,200 964,000 643,900
------------ --------------- ------------ --------------
Earnings before interest, taxes,depreciation and
amortization (EBITDA) (297,400) (126,900) 165,200 115,800
Stock based compensation 120,000 117,300 350,300 353,300
------------ --------------- ------------ --------------
Adjusted EBITDA $(177,400) $ (9,600) $ 515,500 $ 469,100
============ =============== ============ ==============
"vFinance's results in the third quarter of 2007 continue to demonstrate that
the infrastructure we have created, coupled with the diversification of revenue
allows for resilience and financial stability in volatile markets without having
a significant effect on our ability to preserve cash," declared Leonard Sokolow,
Chairman and CEO, vFinance, Inc. "Additionally, we are excited about the
opportunities that lie ahead for us, with the previously announced signing of a
definitive merger agreement with National Holdings Corporation. Our combined
forces should create one of the largest publicly traded financial services firms
serving the middle market with the independent contractor model".
Alan Levin, CFO, vFinance, Inc. stated, "We continue to successfully refine our
model, while growing our revenues organically and trimming our general and
administrative as well as occupancy and equipment costs. This growth, coupled
with our pending merger with National Holdings Corporation, will give us the
opportunity to leverage the infrastructure we continue to build."
About vFinance, Inc.
vFinance, Inc. is a financial services company which specializes in high growth
opportunities. The Company's proficiency in this marketplace flows from three
principal lines of business: offering full service retail brokerage to
approximately 12,000 high net worth and institutional clients, providing
investment banking and advisory services to micro, small and mid-cap high growth
companies and trading securities, including making markets in over 3,500 micro
and small cap stocks and providing liquidity in the United States Treasury
marketplace. In addition to the Company's core business, it offers information
services on its website. Due to its focus, the Company believes it is well
positioned to offer, through its 40 corporate and independent offices in the
U.S. and other parts of the world, alternative investments, which have the
potential to outperform market indices, and a full range of traditional
investment options. vFinance Investments, Inc. ("vFinance Investments") and
EquityStation, Inc. ("EquityStation"), both subsidiaries of vFinance, Inc., are
broker-dealers registered with the Securities and Exchange Commission ("SEC"),
and members of Financial Industry Regulatory Authority ("FINRA") (formerly the
National Association of Securities Dealers) and Securities Investor Protection
Corporation ("SIPC"). vFinance Investments is also a member of the National
Futures Association ("NFA"). For more information about vFinance, Inc., please
visit its website at www.vfinance.com.
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This release contains forward-looking statements which are made pursuant to the
safe harbor provisions of Section 21E of the Securities Exchange Act of 1934.
The forward-looking statements in this release do not constitute guarantees of
future performance. Investors are cautioned that statements in this press
release, which are not strictly historical statements, including, without
limitation, statements by management, statements concerning internal operations,
marketing, management's plans, objectives and strategies, and management's
assessment of market factors and conditions, constitute forward-looking
statements. Such forward-looking statements are subject to a number of risks and
uncertainties that could cause actual results to differ materially from those
anticipated by the forward-looking statements, including, without limitations,
the volatility of domestic and international financial, bond and stock markets,
intense competition, extensive governmental regulation, litigation, substantial
fluctuations in the volume and price level of securities and other risks as
detailed in the Company's filings with the Securities and Exchange Commission.
vFinance, Inc. assumes no obligation to update any forward-looking information
in this press release.
CONTACT:
Sue Yap
Director, Marketing and Corporate Communications
vFinance, Inc.
Tel: 561-981-1077
Fax: 561-503-4176
syap@vfinance.com
www.vfinance.com
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE QUARTERS ENDED SEPTEMBER 30, 2007 AND 2006
FOLLOW.
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VFINANCE, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
Three Months Ended September 30,
----------------------------------
2007 2006
(Restated and
Revised)
---------------- -----------------
Revenues:
Commissions - agency $ 6,014.5 $ 4,849.9
Trading profits 2,849.6 2,794.5
Success fees 648.7 1,000.2
Other brokerage related income 1,453.6 847.9
Consulting fees 13.9 44.7
Other 30.0 70.9
---------------- ----------------
Total revenues 11,010.3 9,608.1
---------------- ----------------
Compensation, commissions and benefits 9,334.6 7,641.4
Clearing and transaction costs 1,055.0 1,015.8
General and administrative costs 719.2 785.3
Occupancy and equipment costs 277.0 335.4
Depreciation and amortization 325.0 310.2
---------------- ----------------
Total operating costs 11,710.8 10,088.1
---------------- ----------------
Loss from operations (700.5) (480.0)
---------------- ----------------
Other income (expenses):
Interest income 7.4 19.4
Interest expense (26.3) (14.3)
Dividend income 3.0 5.6
Other income, net 75.1 37.3
---------------- ----------------
Total other income, net 59.2 48.0
---------------- ----------------
Loss before income taxes (641.3) (432.0)
Income tax benefit (provision) - -
---------------- ----------------
Net loss $ (641.3) $ (432.0)
================ ================
Net loss per share: basic and diluted $ (0.01) $ (0.01)
================ ================
Weighted average number of shares
outstanding: basic and diluted 54,679.9 53,126.1
================ ================
See 10Q for accompanying notes to unaudited condensed consolidated
financial statements.
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