Liberty Capital

Liberty Capital Asset Management

Form 8-K/A for LIBERTY CAPITAL ASSET MANAGEMENT, INC.

9-Feb-2009

Completion of Acquisition or Disposition of Assets, Fina

 


Item 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

This Form 8-K/A amends the Current Report on Form 8-K of Liberty Capital Asset Management, Inc. formerly Corporate Outfitters, Inc. (the "Company") filed on November 25, 2008, regarding the Company's acquisition of Liberty Capital Asset Management ("Liberty") a Nevada corporation. On November 3, 2008, Liberty Capital Asset Management completed a share exchange and asset purchase agreement. The Company is purchasing from Liberty and its shareholders 100% of the issued and outstanding shares of Liberty for consideration of 10.5 million shares of the Company, of which 7.1 million have been issued as of the date of this filing. The sole purpose of this amendment is to provide the necessary disclosures as required in Item 2.01 (f) and audited historical financial statements of the business acquired as required by Item 9.01(a) and the unaudited pro forma financial information required by Item 9.01(b), which financial statements and information were not included in the original filing.

The Company

The acquired Company, Liberty Capital Asset Management ("Liberty Capital"), formerly CD Banc LLC was formed in 2003 as a Nevada corporation, with the purpose of acquiring real estate assets and holding them for long-term appreciation. In September of 2007, CD Banc LLC acquired an interest in HCI, a mortgage banking company with 28 FHA lending branches. In December of 2007, CD Banc acquired 4,926 non performing sub-prime mortgage loans from South Lake Capital for a total consideration of $5,000,000. Liberty Capital Asset Management, a Nevada corporation, was formed in July of 2008 as a holding company for all the assets of CD Banc LLC in contemplation of the company going public via a reverse merger into a publicly trading corporation. On November 1, 2008 Liberty Capital acquired all the outstanding shares of CD Banc
LLC. November 3, 2008, Liberty Capital Asset Management completed a share exchange and asset purchase agreement with Corporate Outfitters Inc., a publicly-traded Delaware corporation which subsequently changed its name to Liberty Capital Asset Management Inc., ("the Company"). The Company is currently traded on the OTC:BB under the symbol LCPM.

The Company maintains offices at 2470 Saint Rose Parkway, Suite 314, Henderson, Nevada 89074. For more information on the history of the Company, please see "Business of the Company -- Historical Overview" below.

Business Development

The Company acquires pools of non performing loans and then re-performs those loans by restructuring the financial parameters such that the defaulted borrower can return to making payments in a timely manner again. The Company effects this by carefully analyzing the individual borrower's payment history, defining just how much the borrower can afford to pay each month, and then restructuring the financial variables (interest rate, principal amount etc.) such that the borrower can afford the new payment. The loans are held for six months to one year and the new re-performing payment history creates loans having much more value than the partnership paid for it. The Company then either sells the loan or pool of reconditioned loans to a bulk purchaser or refinances the borrower out of the loan.

Market: With the default and collapse of the sub-prime market over the last six months, we have found that we are highly experienced in the mitigation of losses due to the deep discounts now offered for distressed credit loans. With so many companies going out of business (www.mortgageimplode.com) and the ensuing panic, not only does the Company enjoy a great business opportunity from having a functional loan resolution platform for fee income, but the Company is also in the mainstream of the discount loan deal flow. This unique view gives the Company an opportunity to view loan pools slated for scratch & dent disposition and compare them to the results the Company has achieved with other pools The Company has worked with.

Business Proposition: The Company has analyzed the existing marketplace of loans and segmented it into three categories, each with their unique traits which affect yield and ROI. The table below indicates the segmentation of the market.

 


 

Loan Type Description Price range Workout strategy
Sub Prime
Performing
Violated payment but now current
 
50%-70%
of face value
Hold for long-term recovery of face value
 
Sub-Prime
Non-performing
Continues a pattern of partial payment
 
30% - 50%
of face value
Hold for long term recovery of face value
 
Structurally Impaired Unwilling or unable to make payments 1% - 30%
of face value
Restructure loan so borrowers can make a payment at any level. Re-establish credit.Refinance loan as the take out.
 

Evaluation of Segmentation of Loan market:

� Sub-Prime Performing - these loans are contractually current but may have been delinquent in the past. If newly originated loans are delinquent in the first 1-3 months it is most likely that they will not be eligible for sale in the secondary market and thus fall into the scratch and dent category. Other characteristics that could render an otherwise performing loan as S & D include inadequate loan documentation, a deficient appraisal, past credit deficiencies, or non-conforming loan to value or income ratios. Borrowers here have FICO scores between 550 and 680. Although the loan may be current, borrowers with this credit profile have a history of not making their payment obligations on time or even defaulting.

Assessment: An investment strategy built around purchasing loan pools in this category and paying current market rates of 50% to 70% of face value in the hope that a long term hold will recover the face value is flawed.

These loans are like slightly spoiled fruit. Initially it doesn't look too bad, but if left out and not refrigerated, will rot. Time will only decline the value here, not improve it.

� Sub-Prime Non Performing - these loans are not contractually current but borrowers may have entered into a modification or catch-up plan with the lender and are therefore current on what is known as a "recency" basis. Often times, these loans will temporarily become past due as a result of the borrower experiencing job loss, medical problems and expenses or a divorce. Characteristics of these borrowers are similar to category 1 above except that the FICO scores of the borrowers in this category are lower.

Assessment: These loans will decay much more rapidly than those in category 1 since there is already a default present in most of the portfolio. The value of these pools declines over time.

� Structurally Impaired - these are the lowest quality loans as the borrower is delinquent, not currently making regular payments and not expected to do so in the immediate future. For these loans, the Company views the primary source of recovery as the restructuring of the loans by direct contact with the borrower. An affordable payment structure must be renegotiated involving reduction of principal amount owed via forgiveness of debt and/or reduction of interest rate. If this fails, the sale of the collateral property following a foreclosure auction or receipt of a deed from the borrower in lieu of foreclosure is the recovery remedy.

Assessment: This category provides the only option for gain on the assets as the structural composition of the loan is being amended to conform to the borrower's actual ability to make a payment. As such, the likelihood that the face value of the loan can be realized is greater than the other two categories. Recovery is approximately 12 months.

 


Competition:

Our research has uncovered that while many players in the scratch and dent ("S&D") space offer some of the asset recovery and liquidation services, there is a need in the marketplace for a full-service loss mitigation company. While some offer to purchase troubled assets, none offers the QC training combined with control of liquidation via complete hospital warehousing, allowing lenders to remain whole during the diligence process. Below is a list of several companies that have entered the loss mitigation field during 2008. Results of their efforts are unknown.

� Black Rock/Highfields Capital Mgt.

� Franklin Credit Management

� Bayview Financial

� Litton Loan Servicing

� GRP Financial

 

OFFICERS AND DIRECTORS

Name/Position                       Age
Michael A Barron, CEO               58
Joseph A. Cosio-Barron, President   60
Lee W. Shorey, CFO and Secretary    63

Michael A. Barron, Managing Director and CEO, 58

From March 1995-1998, Mr. Barron pioneered the first nationwide commercially deployed video conference mortgage financing platform for Intel Corporation which as a licensed mortgage banker and broker in 20 states funded over $1 billion in closed loans. In November 1988, he founded and served as President, until 1992, of Finet Holdings Corporation (NASDAQ:FNCM), a publicly traded mortgage broker and banking business specializing in e-mortgage financing on site in real estate offices and remote loan origination via the Internet (www.finet.com). In June 1979, TRW hired Mr. Barron to develop its real estate information services division (TRW/REIS) that acquired 11 companies in the field and eventually became the world's largest repository of real estate property information - Experian. Mr. Barron was a founder of Citidata, the first electronic provider of computerized real estate multiple listing services (MLS) in the nation from 1975 to 1979. Mr. Barron was the Senior Planner for the City of Monterey where he was the HUD liaison for the City's downtown redevelopment project. He master planned the city's redevelopment of famous Cannery Row, Fisherman's Wharf, and was Secretary of the Architectural Review Committee. Mr. Barron holds a B.S. degree from California Polytechnic University and has completed courses in the MBA program at UCLA.

Joseph A. Cosio-Barron , Managing Director - Legal and President, 60

Prior to joining the Company from 1996-2002 Mr. Cosio-Barron served as the Managing Partner and President of CBS Consultants, Inc. a financial firm offering highly specialized services in Securities compliance, development and lending for hotels, resorts, and casinos. From 1991-1996 he served as the Executive Vice President of Finet Holdings Corporation, a Delaware Corporation. As Executive Vice President, he was entirely responsible for all securities compliance and legal affairs. From 1980-1990 he served as President of Terra West Construction, a company, which he founded which in addition to building single-family subdivisions, strip, centers, duplex and four plex units also developed syndications and formed limited partnerships for large-scale developments throughout California. From 1973-1980, he served as Senior Vice-President of Multi-Financial Corporation, a real estate investment firm that both owns and manages commercial, retail, and residential income properties in Northern California. Mr. Cosio-Barron holds a BA in Business Management, San Francisco State College, and a Law Degree from Golden Gate University.

Lee W. Shorey, CFO and Secretary, 63

Mr. Shorey was the Controller and CFO for Virtual Mortgage Network Inc from April 1995 through August 1998. While there his responsibilities included all Human Resources activities and Benefits Administration for 300+ employees, administration of payroll, assisting with general accounting activities, supervise training and facilities. Served on Board of Directors for 1 � years. From January 1991 to March 1995 Mr. Shorey was Controller for Finet Corporation (NASDQ:FNCM). He managed all general accounting activities. Set goals for production staff. Prepared monthly analysis of cash flow including payroll, benefits, licensing issues and legal compliance. Included on Management Committee to prepare and review budgets, growth planning and analysis of plan vs. actual results. Prepared material for potential investors, assisted activities with various private placements, assisted with CPA audits of the Company records. From January 1987 to January 1991, he was Vice President Operations at American Financial Network Inc. He supervised activities related to sales development. Developed policy and procedures manuals for maintaining client statistics for general operations and business development. Initiated and implemented an accounting and tracking system for real estate office sales activities. Supervised the accounting set-up and trained accounting staff in document preparation.

At present, the Company has no independent directors.

Compensation and Employment Agreements:

Our employment agreement with Michael Barron requires him to perform the duties of Managing Director - at an annual salary of $120,000. He is entitled to receive 1,000,000 shares of restricted stock, which vests ratably on a monthly basis during the first two years of the term of the agreement. He is also entitled to receive an option to purchase 1,000,000 shares of common stock at a price of $0.50 per share. In addition, Mr. Barron is entitled to receive a performance bonus if our actual revenues and net income equals or exceeds projected revenues and net income. His performance bonus will be equal to the percentage of his annual salary equal to 50% plus the percentage by which actual income exceeds projected income. He is entitled to the same benefits afforded to . . .


 


Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS

 A. Financial Statements of Business Acquired

(i) The audited balance sheets of Liberty Capital Asset Management, Inc., formerly CD Banc LLC., as of December 31, 2007 and December 31, 2006, and the related consolidated statements of operations, stockholders' equity and cash flows, are attached hereto as Exhibit 99.1 and is incorporated herein by reference.

(ii) The unaudited balance sheets of Liberty Capital Asset Management, Inc., formerly CD Banc LLC. as of September 30, 2008 and the related statements of operations, stockholders' equity and cash flows for the nine months ended September 30, 2008 are attached hereto as Exhibit 99.2 and is incorporated herein for reference.

 

B. Pro Forma Financial Information

(i) Liberty Capital Asset Management, Inc., formerly Corporate Outfitters Inc., consolidated unaudited pro forma combined financial information as of September 30, 2008 and March 31, 2008, are attached hereto as Exhibit 99.3 and is incorporated herein for reference.

(ii) Liberty Capital Asset Management, Inc., formerly Corporate Outfitters Inc., consolidated unaudited pro forma combined financial information as of September 30, 2008 and March 31, 2008, to give effect to the year end as if it were December 31, are attached hereto as Exhibit 99.4 and is incorporated herein for reference.

 

   C. Exhibits

      Listed below are all exhibits to this Current Report of Form 8-K/A.

     Exhibit Number Description

     99.1           CD Banc LLC., Audited Financial Statements for December 31, 2007
                    and December 31, 2006.

     99.2           CD Banc LLC, unaudited financial statements for the nine months
                    ended September 30, 2008.

     99.3           Liberty Capital Asset Management, Inc., Unaudited Pro Forma
                    Combined Financial Information for the year ended December 31,
                    2007 and the six months ended September 30, 2008.

     99.4           Liberty Capital Asset Management, Inc., Unaudited Pro Forma
                    Combined Financial Information for the year ended December 31,
                    2007 and the nine months ended September 30, 2008.

 

 

 


 

Liberty Capital
Asset Management, Inc
2470 St. Rose Pkwy
Suite 314
Henderson, NV 89074
OFFICE(702) 914-4300
FAX (702) 914-4310
Liberty Capital Asset Management, Inc
2470 St. Rose Parkway, Henderson, NV 89074