ITEM 1. BUSINESS
Brief History
The Company was organized in March 1997 under the laws of the State of Delaware under the name “Seal Holdings Corporation.” In June 1997, the Company was party to a merger pursuant to which a Nevada corporation with securities registered under Section 12(g) of the Securities Exchange Act of 1934 (the “Exchange Act”) was merged into the Company. Except as otherwise expressly noted herein, when used in this report, the terms “Le@P” and the “Company” refer to Le@P Technology, Inc., its predecessor identified above (as relevant) and their respective subsidiaries.
Recent Activities; Status of the Company
The Company currently has no business operations, no revenues or revenue-producing activities, limited cash, and ongoing expenses as well as substantial indebtedness and liabilities.
As previously reported in the Company’s Current Report on Form 8-K dated December 17, 2014 (the “December 2014 8-K”), in December 2014 the Company received a $150,000 loan (the “December 2014 Loan”), on the terms disclosed (including a 3.75% interest rate and maturity date for principal and all accrued interest of March 31, 2016), from the M. Lee Pearce Living Trust (the “Majority Stockholder Trust”), of which the Company’s indirect and beneficial majority stockholder, M. Lee Pearce, M.D. (“Dr. Pearce”), is the 100% beneficial owner (Dr. Pearce, together with entities owned or controlled by him that own capital stock of the Company, are collectively referred to as the “Majority Stockholder”). The Majority Stockholder’s beneficial ownership of the Company’s issued and outstanding capital stock is reported under Item 12 (in the section entitled “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters”) below. The Company has received no additional loans, advances or funding, from the Majority Stockholder Trust or any other party, since December 2014. Based on the Company’s year-to-date and anticipated operating expenses and management’s internally prepared cash budget for the 15-month period ending March 31, 2016 (the “15-month Cash Budget”), management believes that the Company’s current cash and cash equivalents will be sufficient to fund the Company’s working capital requirements at least through March 31, 2016. The Company’s 15-Month Cash Budget includes allocations for the funding of (i) up to $175,000 for the investigation and initial pursuit of possible acquisition, joint venture and investment opportunities as discussed further below (including due diligence, investigation and initial/preliminary legal expenses, but not purchase price or legal or accounting expenses associated with negotiating, reaching a definitive agreement regarding or consummating any such transaction), and (ii) $25,000 for limited improvement (including permitting and land use-related fees, but not including any construction or physical development costs) regarding the real property (the “Real Property”) owned by Le@P Technology, Inc.’s wholly-owned subsidiary, Parkson Property LLC (“Parkson”), located in Broward County, Florida.
During 2015, the Company’s Board of Directors (the “Board” or “Board of Directors”) plans to continue to consider and (as applicable and as it deems appropriate) pursue, subject to budget and cash constraints, potential acquisition and possibly joint venture and investment opportunities (particularly those in the health care technology, products and services and life sciences arenas) (“Opportunities”) that may come to the attention of Board members or management. This may include Opportunities introduced by Dr. Pearce or his network of contacts. The Board from time to time also evaluates other alternatives with respect to the Company and its future. The Board held a number of planning discussions regarding the Company’s pursuit of Opportunities during 2014 with both management and, through a Board representative, with Dr. Pearce, and this process remains the subject of Board discussion and review. As of December 31, 2014, the Company was not evaluating or pursuing any specific Opportunities. As noted above, the Company’s 15-month Cash Budget includes an allocation of up to $175,000 for limited funding of the investigation and initial pursuit of possible Opportunities. The ability of the Company to identify, reach (preliminary or definitive) agreement on and/or ultimately consummate any such Opportunity is dependent upon, among other things, the Company’s ability to obtain additional funding and financing for, and to source, negotiate and execute on, such Opportunities (and to fund and provide for post-transaction personnel, support, working capital and other needs as applicable).
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The only material asset of the Company (other than cash and cash equivalents and prepaid expenses) is the Real Property, which is owned by Le@P Technology, Inc.’s wholly-owned subsidiary, Parkson. The Real Property is zoned light industrial, consists of approximately one and one-third acres and is currently undeveloped and unleased. In order to lease the Real Property, certain regulatory compliance and possibly development matters would need to be addressed (and the expenses associated therewith paid). The Real Property is encumbered by a note (as discussed and defined further in Item 2 below, the “December 2014 Parkson Replacement Note”) and related mortgage in the aggregate principal amount as of December 31, 2014 of $881,846. The December 2014 Parkson Replacement Note bears interest at the rate of 3.75% per annum and matures (both principal and all accrued interest) on March 31, 2016. Based on an October 2014 independent appraisal of the fair market value of the Real Property and an unsolicited, conditional offer received from a third party to purchase the Real Property received in September 2014, the indebtedness evidenced by the December 2014 Parkson Replacement Note exceeds the value of the Real Property. The Company realizes no revenue associated with the Real Property, despite having operating, financing and insurance costs associated with the Real Property. As noted above, the Company’s 15-month Cash Budget includes an allocation of $25,000 for limited development costs (including permitting and land use-related fees, but not including any construction or physical development costs) associated with the Real Property.
The Company’s total indebtedness outstanding as of December 31, 2014 was $3,734,204 (excluding accrued interest in the amount of $5,754). The Company’s indebtedness substantially exceeds the book value of its assets. As noted above, in December 2014, (i) the Company received the $150,000 December 2014 Loan from Majority Stockholder Trust, and (ii) through the December 2014 Parkson Replacement Note, the lender thereunder (an entity wholly-owned by Dr. Pearce), among other things, extended the maturity date (principal and all accrued interest) under that note from March 31, 2015 to March 31, 2016. In addition, as previously reported in the Company’s December 2014 8-K, in December 2014, the Majority Stockholder Trust, among other things, agreed to extend the maturity date (principal and all accrued interest) on its other outstanding “working capital” loans to the Company (totaling $2,702,358 in principal amount as of December 31, 2014, excluding the December 2014 Loan amount), such that the principal and all accrued interest (at the rate of 3.75% per annum) are due in one lump sum on March 31, 2016. As noted above, the Company’s management believes, based on the Company’s recent and expected operating expenses and the 15-month Cash Budget, that the Company’s cash resources will be sufficient to fund the Company’s working capital requirements at least through March 31, 2016.
During its recent history, the Company has relied entirely upon the Majority Stockholder Trust (and other affiliates of Dr. Pearce) to fund working capital and expenses (and to extend maturities on indebtedness owing to the Majority Stockholder Trust and affiliates), acting in its (and their) discretion. The Company has received no loans, advances or funding, from the Majority Stockholder Trust or any other party, since December 2014. Neither the Majority Stockholder Trust nor any other party has any made any commitment or undertaken any obligation to provide additional funding or financing to the Company (or to extend the maturity dates on existing indebtedness), including in connection with preparing, negotiating, reaching a definitive agreement with respect to or consummating any Opportunities or furthering the commercial development of the Real Property. There can be no assurance that the Majority Stockholder Trust (or any other affiliate of the Majority Stockholder or any other party) will provide funding or financing to the Company, or that the Majority Stockholder Trust (or any other affiliate of the Majority Stockholder) will agree to extend the maturity dates on any existing indebtedness. In addition, if the Majority Stockholder Trust (or any affiliate of the Majority Stockholder), in its discretion, were to provide or facilitate any such additional funding or financing, there can be no assurance that the Majority Stockholder Trust would continue to do so (or extend maturity dates on existing indebtedness) in the future, or regarding the amount, terms, restrictions or conditions of any such funding or financing. The Company’s sourcing of additional funding or financing may require significant effort, costs and expenditures, and if the Company succeeds in obtaining such financing, the financing terms could be onerous and result in substantial dilution of existing capital stock positions as well as increased interest expense.
The Majority Stockholder Trust is the sole owner of the outstanding shares of the Company’s Series B Preferred Stock; as of December 31, 2014, dividends of $3,321,500 were accumulated and unpaid on the Company’s Series B Preferred Stock.
Employees
The Company currently has one part-time employee, whose employment is terminable at will.
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ITEM 1A.
ITEM 1A.
RISK FACTORS
As a “smaller reporting company,” as defined by Securities and Exchange Commission (“SEC”) regulations promulgated under the Exchange Act, the Company is not required to provide the information required by this item. Notwithstanding this, various risks incident to the Company, an investment in or ownership of the Company’s capital stock and its current plans and status (including regarding its capital, capital resources, outstanding indebtedness, liquidity, financial condition, results of operations, regulatory compliance and prospects) are discussed and described elsewhere in this Annual Report on Form 10-K.
ITEM 1B.
ITEM 1B.
UNRESOLVED STAFF COMMENTS
As a “smaller reporting company,” as defined by SEC regulations promulgated under the Exchange Act, the Company is not required to provide the information required by this item.
ITEM 2.
ITEM 2. PROPERTIES
Leased Property
The Company leases corporate office space located in Ft. Lauderdale, Florida from an unrelated third party. The lease was renewed effective April 1, 2014, and provides for a term of one year and monthly rental payments of approximately $4,750. The lease provides for automatic renewal of successive one-year terms unless either party provides at least 30 days’ prior written notice to the other of its intent to terminate the lease upon expiration of the then-current term.
The Company subleases a portion of its office space on a month-to-month basis to an entity which is beneficially owned and controlled by the Majority Stockholder Trust for the monthly amount of $4,246. The total rents received in 2014 and 2013 were $50,955 and $49,249, respectively.
Ownership of Real Property; Related Indebtedness
As noted above, Le@P Technology, Inc.’s wholly-owned subsidiary, Parkson, owns the Real Property. Parkson purchased the Real Property on September 28, 2001 from Bay Colony Associates, Ltd. (“Bay Colony”), an entity wholly-owned by Dr. Pearce, in exchange for a two-month note in the amount of $37,500, and a five-year note (the “Long Term Note”) and related mortgage in the amount of $712,500. The purchase price was based on an independent third-party appraisal. As previously reported on the Company’s December 2014 8-K, the Long Term Note was replaced a number of times and is currently evidenced by the December 2014 Parkson Replacement Note (as defined above) in the principal amount of $881,845. The December 2014 Parkson Replacement Note bears interest at the rate of 3.75% per annum, with both principal and all accrued interest due in one lump sum on March 31, 2016. Based on an October 2014 independent appraisal of the fair market value of the Real Property and an unsolicited, conditional offer received from a third party to purchase the Real Property received in September 2014, the indebtedness evidenced by the December 2014 Parkson Replacement Note exceeds the value of the Real Property. As noted above, the Company realizes no revenue associated with the Real Property, despite having operating, financing and insurance costs associated with the Real Property.
As also noted above, the Company’s 15-month Cash Budget includes an allocation of $25,000 for limited development costs (including permitting and land use-related fees, but not including any construction or physical development costs) associated with the Real Property.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
As of December 31, 2014, the Company was not involved in any material claims, lawsuits or legal proceedings.
ITEM 4.
ITEM 4. MINE SAFETY DISCLOSURES
Not Applicable.
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PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
The Company’s Class A Common Stock (the “Class A Common Stock”) was previously quoted on the OTC Bulletin Board (“OTCBB”), under the symbol LPTC, until February 23, 2011, at which time the Class A Common Stock was delisted due to a lack of market makers participating in the market for shares of the Class A Common Stock. Since February 23, 2011, there has been no public market for, and no quotation system reporting trading information or purchases and sales in, the shares of Class A Common Stock.
There is no public market for shares of the Company’s Class B Common Stock or its Series B Preferred Stock, all of which shares are owned by the Majority Stockholder (as disclosed more specifically in the table included under Item 12 - “SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS” - below).
Holders
Based on information provided by the Company’s registrar and transfer agent, the Company had 577 holders of record of its Class A Common Stock as of March 25, 2015.
Based on information provided by the Company’s registrar and transfer agent, the Company had one record holder of its Class B Common Stock of one record holder of its Series B Preferred Stock, in each case, as of March 25, 2015.
Dividends
The Company did not pay any dividends on its Common Stock (Class A or Class B) in fiscal 2014 or fiscal 2013, and has no present plans or intention to pay dividends in the future. The payment of cash dividends on the Company’s Common Stock is a matter within the discretion of the Board, and will depend upon the Company’s business (and ability to engage in a trade or business), earnings, cash on hand, financial and legal requirements and restrictions and other relevant factors. With respect to the Company’s Series B Preferred Stock, dividends accrue at a rate of 10% per annum on the stock’s stated liquidation value of $1,000 per share, and all current and accumulated dividends on such preferred stock must be paid before any dividends may be paid on any other class or series of common or preferred stock. As of December 31, 2014, dividends of $3,321,500 were accumulated and unpaid on the Company’s Series B Preferred Stock.
Securities Authorized for Issuance Under Equity Compensation Plans
The following table sets forth summary information regarding options granted and outstanding under equity compensation plans previously approved and not previously approved by the Company’s stockholders. As of December 31, 2014, there were no outstanding or exercisable options, warrants, or rights to purchase shares of the Company’s Class A Common Stock.
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Unregistered Sales and Repurchases by the Company
During the year ended December 31, 2014, there were no equity securities issued or sold by the Company that were not registered under the Securities Act of 1933, as amended. During the fourth quarter of 2014 (and the calendar year ended December 31, 2014), there were no repurchases by the Company of its securities.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
As a “smaller reporting company,” as defined by SEC regulations promulgated under the Exchange Act, the Company is not required to provide the information required by this Item.
ITEM 7.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with the Company’s consolidated financial statements and related notes thereto referenced under Item 8 of (and filed as Exhibit F to) this Annual Report on Form 10-K (the “Consolidated Financial Statements”):
Business; Company Status
Reference is made to the disclosures and descriptions under Item 1 (“Brief History” and “Recent Activities; Status of the Company”) above. The Company currently has no business operations, has no revenues or revenue-producing activities and has ongoing expenses as well as substantial indebtedness and liabilities.
Competition
The Company currently has no business operations. As discussed above under Item 1 (“Recent Activities; Status of the Company”), during 2015, the Board plans to continue to consider and (as applicable and as it deems appropriate) pursue, subject to budget and cash constraints, potential acquisition and possibly joint venture and investment opportunities (particularly those in the health care technology, products and services and life sciences arenas) (“Opportunities”) that may come to the attention of Board members or management. The Board from time to time also evaluates other alternatives with respect to the Company and its future. The ability of the Company to identify, reach (preliminary or definitive) agreement on and/or ultimately consummate any such Opportunity is dependent upon, among other things, the Company’s ability to obtain additional funding and financing for, and to source, negotiate and execute on, such Opportunities (and to fund and provide for post-transaction personnel, support, working capital and other needs as applicable).
In addition, in considering, approaching and pursuing Opportunities, the Company faces a highly competitive, rapidly evolving and difficult environment. Potential competitors for these opportunities (particularly those that are growing and are cash flow positive) include a wide variety of venture capital, private equity, investment and other funds, as well as individual, private and public investors, joint venture partners and acquirers, and other organizations (including strategically positioned operating companies pursuing the same or similar Opportunities), most of which enjoy capital, access to capital and significantly greater financial, management, operational and technical resources than the Company.
Index
Liquidity and Cash Requirements
The Company’s cash and cash equivalents as of December 31, 2014 aggregated $789,195 which management believes, based on the Company’s recent and expected operating expenses and internally prepared 15-month Cash Budget, will be sufficient to fund the Company’s working capital requirements at least through March 31, 2016. As previously reported in the Company’s December 2014 8-K and as discussed above under Item 1 (“Recent Activities; Status of the Company”), in December of 2014, (i) the Majority Stockholder Trust provided the Company with a $150,000 loan, and (ii) the maturity dates (principal and all accrued interest) on all of the Company’s existing outstanding indebtedness were extended to March 31, 2016. In the event (a) the Company does not generate revenue or income sufficient to fund its operations, activities and expenses, or (b) third-party funding or financing does not become available to the Company on terms acceptable to the Company prior to the Company exhausting its existing cash and cash equivalents, the Company will not be able to fund its working capital or operations and will continue to depend entirely upon funding, loans and working capital advances from the Majority Stockholder Trust (which are provided in the Majority Stockholder Trust’s discretion). The Company has received no additional loans, advances or funding, from the Majority Stockholder Trust or any other party, since December 2014. Neither the Majority Stockholder Trust nor any other party has made any commitment or undertaken any obligation to provide funding or financing to the Company (or to extend the maturity dates on existing indebtedness), and the Company currently has no prospect of obtaining further funding or financing. There can be no assurance that the Majority Stockholder Trust (or any other affiliate of the Majority Stockholder or any other party) will provide funding or financing to the Company, or that the Majority Stockholder Trust (or any other affiliate of the Majority Stockholder) will agree to extend the maturity dates on any existing indebtedness. In addition, if the Majority Stockholder Trust (or any affiliate of the Majority Stockholder), in its discretion, were to provide or facilitate any such funding or financing or to extend maturity dates on existing indebtedness, there can be no assurance that the Majority Stockholder Trust would continue to do so (or further extend maturity dates on existing indebtedness) in the future, or regarding the amount, terms, restrictions or conditions of any such funding or financing.
The Majority Stockholder Trust is the sole owner of the outstanding shares of the Company’s Series B Preferred Stock. Dividends on the Series B Preferred Stock are cumulative and accrue at a rate of 10% per annum on the preferred stock’s stated liquidation value of $1,000 per share and must be paid before any dividends may be paid on any other class or series of common or preferred stock; in addition, no other class or series of common or preferred stock may be redeemed or repurchased nor may the Series B Preferred Stock be altered or modified without the approval of the holder(s) of the Series B Preferred Stock. As of December 31, 2014, dividends of $3,321,500 were accumulated and unpaid on the Company’s Series B Preferred Stock. The accumulated amount, in addition to any additional amounts accrued, will be charged to retained earnings, if any, or additional paid-in capital, if and/or when declared by the Company’s Board of Directors.
As noted above under Item 1 (“Recent Activities; Status of the Company”), the Company has no operating revenues and, even though the Company has decided to continue to focus on, consider and (as applicable and as the Board deems appropriate) pursue potential Opportunities, there can be no assurance that this strategy will be successful or that it will generate any operating revenues in the future.
Changes in Financial Condition and Results of Operations
The discussion below describes the Company’s material changes in financial condition as of December 31, 2014 compared with December 31, 2013, and its material changes in results of operations when comparing the year ended December 31, 2014 to the year ended December 31, 2013. All amounts in the discussion below are approximate.
Index
Financial Condition at December 31, 2014 Compared to December 31, 2013
The Company’s total assets decreased to approximately $1,203,000 as of December 31, 2014 compared to approximately $1,452,000 as of December 31, 2013. The decrease is primarily due to a decrease in cash of approximately $242,000 due to the payment of operating expenses for the year 2014.
The Company’s total liabilities increased to approximately $3,807,000 as of December 31, 2014 compared to approximately $3,521,000 as of December 31, 2013. This increase in liabilities primarily reflects an increase of (i) outstanding indebtedness of approximately $397,000, which is due to the December 2014 Loan and accrued interest that was capitalized under other indebtedness owing to the Majority Stockholder Trust and affiliates; and (ii), accounts payable by approximately $17,000 due to state taxes owing in connection with the December 2014 Loan.
Results of Operations for the Year Ended December 31, 2014 Compared to the Year Ended December 31, 2013
The Company’s operating expenses for 2014 were approximately $409,000 compared to approximately $388,000 for 2013, an increase of approximately $21,000 or approximately 5.4%. The increase in operating expenses primarily reflects the increase in professional fees of approximately $10,000 and an increase in salaries and benefits of approximately $23,000, offset by a decrease in other expenses of approximately $12,000.
The Company’s net loss for fiscal 2014 was approximately $535,000 compared to a net loss of approximately $513,000 for fiscal 2013. The Company’s 2014 net loss (as compared to 2013) primarily reflects the variances in professional fee expenses, salaries and benefits and other expenses discussed in the preceding paragraph.
Critical Accounting Policies
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and the disclosure of contingencies. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be materially different from those estimates. The following policies are those that we consider to be the most critical. See Note 2, “Summary of Significant Accounting Policies,” in the Notes to Consolidated Financial Statements for further description of these and all other accounting policies.
Accounting for the Impairment or Disposal of Long-Lived Assets
The Company reviews the carrying value of long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the asset to the undiscounted future net cash flows expected to be generated by the asset. If facts and circumstances indicate that the carrying value of an asset or groups of assets, as applicable, is impaired, the long-lived asset or groups of long-lived assets are written down to their estimated fair value.
Recent Accounting Pronouncements
See Note 2, “Summary of Significant Accounting Policies” in the Notes to Consolidated Financial Statements for a discussion of recent accounting pronouncements and their effect, if any, on the Company.
Off-Balance Sheet Arrangements
As of December 31, 2014, the Company did not have any off-balance sheet arrangements that have or are reasonably likely to have a material effect on the current or future financial condition, revenues, expenses, results of operations, liquidity, capital expenditures, or capital resources of the Company.
Note that this MD&A discussion contains forward-looking statements that involve risks and uncertainties. Please see the section entitled “Forward-Looking Statements” on page 5 for important information to consider when evaluating such statements, as well as related notes included under Item 8 (and Exhibit F) hereof.
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ITEM 7A.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a “smaller reporting company,” as defined by SEC regulations promulgated under the Exchange Act, the Company is not required to provide the information required by this item.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The accompanying Consolidated Financial Statements of the Company and report of independent registered public accounting firm required by this Item 8 are filed herewith as Exhibit F and are incorporated herein by this reference.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
(a) The Company maintains a system of disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). As required by Rule 13a-15(b) under the Exchange Act, management of the Company, under the direction of the Company’s Acting Principal Executive Officer and Acting Principal Financial Officer, reviewed and performed an evaluation of the effectiveness of design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of December 31, 2014. Based on that review and evaluation, the Acting Principal Executive Officer and Acting Principal Financial Officer, along with the management of the Company, have determined that as of December 31, 2014, the disclosure controls and procedures are effective.
Management’s Annual Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting and for the assessment of the effectiveness of those internal controls. As defined by the SEC, internal control over financial reporting is a process designed by the Company’s Acting Principal Executive Officer and Acting Principal Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the consolidated financial statements in accordance with U.S. generally accepted accounting principles.
Management has assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2014. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on its assessment and those criteria, management has concluded that its internal control over financial reporting was effective as of December 31, 2014. This Annual Report on Form 10-K does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to SEC rules that permit the Company to provide only management’s report in this Annual Report on Form 10-K.
Changes in Internal Control Over Financial Reporting
There were no changes in the Company’s internal control over financial reporting or in other factors identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during the fourth quarter ended December 31, 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B.
Item 9B. OTHER INFORMATION
None.
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PART III
ITEM 10.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Given that the Company is not presently engaged in active operations and has only one part-time employee (who is an executive officer), the Company has not adopted a Code of Ethics applicable to its officers, including its principal executive officer, principal financial officer, principal accounting officer or controller and any other persons performing similar functions.
Directors and Executive Officers
The following table sets forth the names, ages and positions held with respect to each executive officer and each member of the Board of Directors of the Company as of March 25, 2015.
(1) Prior to her election to the Board in June 2003, Ms. Thomas was not considered an executive officer of the Company.
Timothy C. Lincoln has served as a Class B Director of the Company since July 2000 and is also currently the Company’s (i) Acting Principal Executive Officer, a position he has held since May 2009, and (ii) Chairman of the Board and President, positions he has held since April 9, 2012 (when the Board appointed him to those specific additional offices and positions). He also held the position of Acting Principal Executive Officer of the Company from September 2002 until October 2006. He has also maintained a private law practice since October 1998. From August 1995 to December 2008, Mr. Lincoln served in various legal and management roles for Marquette Realty, Inc. Marquette Realty, Inc. managed a number of entities of which Dr. Pearce, the Company’s former chairman of the Board of Directors and its (indirect, beneficial) majority stockholder, is the beneficial owner. In addition, Mr. Lincoln is the President and Treasurer of Lauderdale Holdings, Inc. (the entity which holds the Class B Common Stock of the Company and of which Dr. Pearce is the sole shareholder) and is the president and Secretary of Broward Trading Corporation (the entity which is the owner of 700,000 shares of Class A Common Stock of the Company and of which Dr. Pearce is the sole shareholder). Mr. Lincoln also serves as a director of a number of entities which are directly or indirectly beneficially owned or controlled by Dr. Pearce. From 1993 to 1996, Mr. Lincoln served as a mortgage loan officer for the Bank of North America, which was formerly controlled by Dr. Pearce. Mr. Lincoln received a Master of Business Administration Degree in Marketing from the University of New Mexico, and received a J.D. degree and an L.L.M. degree (in estate planning) from the University of Miami School of Law. Mr. Lincoln is a member of the Florida Bar.
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Mary E. Thomas has served as a Class A Director of the Company since June 2003, and is also currently the Company’s: (i) Acting Principal Financial Officer, a position she has held since October 2000, and (ii) Chief Accounting Officer, Vice President, Treasurer, and Secretary, positions she has held since April 9, 2012 (when the Board appointed her to those specific additional offices and positions). Ms. Thomas has over twenty-five years of experience in the healthcare and management financial accounting industry. Ms. Thomas also serves as an officer of a number of entities which are directly or indirectly beneficially owned or controlled by Dr. Pearce. From September 1999 to October 2000, Ms. Thomas served as an assistant to the Chief Executive Officer of the Company and was a member of the accounting department. From 1985 to 1999, Ms. Thomas served in various financial and managerial positions for General Health Corp. I (“General Health Corp.”) of which Dr. Pearce was the President and indirect beneficial owner. Ms. Thomas received a Bachelor of Science Degree in Accounting from Nova Southeastern University.
Jerome Fields, M.D. has served as a Class A Director of the Company since May 2006. Dr. Fields has over forty-five years of experience in the health care industry. Dr. Fields practiced family medicine from 1958 to 2002, and previously served as Chief of Staff and Chief of the Division of Family Practice at Hialeah Hospital in Hialeah, Florida. From 1992 to 2002, Dr. Fields served as an instructor of medicine at Palmetto Hospital for Nova Southeastern Medical School. Dr. Fields also served as an independent director of South Florida Savings and Loan Bank for five years. Prior to his retirement, Dr. Fields was an active and certified member of the American Board of Family Practice, the Florida Medical Association, the American Medical Association, the Dade County Medical Association and the American Academy of Family Practice. Dr. Fields received a bachelor degree in Biology from Villanova University and a doctorate in medicine from Hahnemann Medical College, and served as an officer and physician in active duty with the U.S. Navy from 1956 to 1958.
Chris Minev has served as a Class A Director of the Company since April 2012. Mr. Minev works as President and Executive Director of the Mariinsky Foundation of America, Inc. (formerly the White Nights Foundation of America), a position which he has held since 2011, and for the United States Coast Guard as Director of Music, Capodanno Memorial Chapel at Fort Wadsworth, Sector New York. From 2009 to 2011, Mr. Minev worked as the Assistant Artist Manager with Columbia Artists Management in New York, New York. Mr. Minev graduated from Harvard Business School with a Masters Degree in Business Administration in June 2009. Dr. Pearce is a donor to the Mariinsky Foundation of America, Inc. and has a long-standing relationship with Mr. Minev related to the Mariinsky Foundation of America, Inc. and other philanthropic and performing arts endeavors. Dr. Pearce introduced Mr. Minev to the Board for consideration as a Director candidate during the first quarter of 2012.
Jose B. Valle has served as a Class A Director of the Company since April 2012, and serves as Chair (and sole member) of the Audit Committee. Mr. Valle formerly served as a senior executive in the banking industry since 1972. Since June 2000 and from October 1996 to January 1997, Mr. Valle served as President of the Dade County, Florida operations of BankAtlantic. From January 1997 to June 2000 he was a Senior Vice President of Bank of America, Florida. From April 1991 to October 1996, Mr. Valle served first as CFO and later as CEO of Bank of North America in Miami, Florida. Until its sale in October 1996 to BankAtlantic, Bank of North America was formerly controlled by Dr. Pearce. From January 2006 until May 2009, Mr. Valle served as the President of Firstbank Florida in Miami, Florida. Mr. Valle currently works as a consultant for Trizel Asset Services, LLC and has held such position since July 2009. Mr. Valle serves as Treasurer of the Dr. M. Lee Pearce Foundation (a charitable foundation founded by Dr. Pearce), but receives no compensation for serving in such position. Mr. Valle received a Bachelors Degree in Accounting from the University of Florida and is a Certified Public Accountant. Mr. Valle served as a member of the Board of Directors of the Company from July 2000 to June 2003, during which time he served on the Board’s Audit Committee. Dr. Pearce, who has a long-standing relationship with Mr. Valle related to Bank of North America, the Dr. M. Lee Pearce Foundation and other philanthropic endeavors, introduced Mr. Valle to the Board for consideration as a Director candidate during the first quarter of 2012.
Family Relationships
There are no family relationships between or among any of the Company’s executive officers and directors.
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Code of Ethics
Given that the Company is not presently engaged in active operations and has only one part-time employee (who is an executive officer), the Company has not adopted a Code of Ethics applicable to its officers, including its principal executive officer, principal financial officer, principal accounting officer or controller or any other persons performing similar functions.
Audit Committee
The Company’s Board of Directors has a separately designated, standing audit committee (the “Audit Committee”). The Company’s Audit Committee has one member, Jose B. Valle, who also serves as the committee’s Chair. During the 2014 fiscal year, the Audit Committee met with the Company’s management and independent auditors. The Audit Committee reviews the scope of the Company’s auditor’s engagement, including the remuneration to be paid, and reviews the independence of the Company’s auditors. The Audit Committee, with the assistance of the Company’s Acting Principal Financial Officer, reviews the Company’s annual consolidated financial statements and the independent auditor’s report, including any significant reporting and operational issues; corporate policies and procedures as they relate to accounting and financial reporting and financial controls; any legal proceedings to which the Company is a party; and use by the Company’s executive officers of expense accounts and other non-monetary perquisites, if any. The Audit Committee may direct the Company’s legal counsel, independent auditors and internal staff to inquire into and report to it on any matter having to do with the Company’s accounting or financial procedures, controls or reporting.
The Board of Directors adopted a written charter for the Audit Committee in 2012, which remains in effect. The Board of Directors has determined that Mr. Valle is considered an “audit committee financial expert” within the meaning of that term as defined in Item 407(d)(5)(ii) of Regulation S-K, as promulgated pursuant to Section 407 of the Sarbanes-Oxley Act of 2002, as amended.
Section 16(a) Beneficial Ownership Reporting Compliance
To the Company’s knowledge, based solely on its review of copies of filed reports (if any) furnished to the Company or written representations that no other reports were required, the Company believes that during the year ended December 31, 2014, its officers, directors and greater than ten percent (10%) beneficial owners complied with all Exchange Act Section 16(a) filing requirements.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
The Summary Compensation Table below sets forth compensation paid by the Company to Timothy C. Lincoln, the Company’s Acting Principal Executive Officer, Chairman of the Board and President (and Class B Director), and Mary E. Thomas, the Company’s Acting Principal Financial Officer, Chief Accounting Officer, Vice President, Treasurer and Secretary (and Class A Director), for the fiscal years ended December 31, 2014 and 2013 (as applicable). Mr. Lincoln and Ms. Thomas are collectively referred to as the “Named Executive Officers.”
SUMMARY COMPENSATION TABLE
(1) Except for stock options issued pursuant to the Company’s 1996, 1998, 1999 and 2006 Stock Option Plans, the Company has not provided benefits under any other long-term compensation plans, stock appreciation rights, or defined benefit or actuarial plans. No such stock options were granted during the year ended December 31, 2014, or are outstanding or exercisable. The Company does not have any employment contract, severance/termination of employment agreement or change in control agreement with any Named Executive Officer.
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Compensation of Directors
Non-employee members of the Board are compensated at the rate of $500 for each regular meeting and $250 for each special meeting they attend and are also reimbursed for out-of-pocket expenses associated with attendance (if requested).
Option Grants in 2014
The Company granted no stock options during the year ended December 31, 2014, and as of December 31, 2014 the Company had no stock options outstanding or exercisable.
Fiscal Year End Option Values
There were no stock options exercised by any Named Executive Officer during 2014. As of December 31, 2014, there were no stock options outstanding or exercisable.
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Employment Contracts
The Company is not a party to any employment agreements.
Compensation Committee Interlocks and Insider Participation
The Board of Directors does not have a separate compensation committee, or any other committee performing similar functions. Rather, the entire Board of Directors acts as a compensation committee, when relevant or appropriate. The Company has only one part-time employee. The Board of Directors does not believe the Company would derive any significant benefit from a separate compensation committee.
The Board of Directors, in the foregoing capacity, has determined to compensate non-employee directors as discussed under the heading “Compensation of Directors” above, and to compensate executive officers (i.e., its one part-time employee who is an officer) as discussed above in the “Summary Compensation Table.”
Compensation Committee Report
As a “smaller reporting company,” as defined by SEC regulations promulgated under the Exchange Act, the Company is not required to review or discuss the Compensation Discussion and Analysis required by §229.402(b).
Board of Directors
Jerome Fields, M.D.
Timothy C. Lincoln (Chairman)
Mary E. Thomas
Chris Minev
Jose B. Valle
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Equity Compensation Plans
The following table sets forth summary information regarding equity compensation plans previously approved and not previously approved by the Company’s stockholders as of December 31, 2014.
The equity compensation plans previously approved by the Company’s stockholders are its four stock option plans designated as follows: Le@P Technology, Inc. 2006 Long Term Incentive Plan (“2006 Plan”); (ii) 1999 Le@P Technology, Inc. Long Term Incentive Plan (“1999 Plan”); (iii) Le@P Technology, Inc. 1998 Incentive Option Plan (“1998 Plan”); and (iv) Le@P Technology, Inc. Long Term Incentive Plan (“1996 Plan”, and collectively with the 2006 Plan, the 1999 Plan and the 1998 Plan, the “Plans”). The stock options under the 1998 Plan expired in March 2008. The stock options under the 1996 Plan expired in August 2006, and the stock options under 1999 Plan expired in June 2009. Under the 2006 Plan, there are options to purchase a total of 6,500,000 shares available for grant. All of the Plans were approved by the Company’s stockholders.
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Security Ownership of Certain Beneficial Owners and Management
The following table shows, as of March 25, 2015, the Common Stock of the Company owned beneficially by (i) each director of the Company, (ii) each executive officer of the Company, (iii) all directors and executive officers as a group, and (iv) each person known by the Company to be the “beneficial owner” of more than five percent (5%) of the outstanding shares of such Common Stock. “Beneficial ownership” is a technical term broadly defined by the SEC to mean more than ownership in the usual sense. For example, you “beneficially” own Common Stock not only if you own it directly, but also if you indirectly (including through any contract, arrangement, understanding or relationship) have or share the power to vote (or direct the voting of) or sell (or direct the sale of) the stock.
Except as disclosed in the footnotes below, each person indicated has sole voting and investment power over his or her shares reported as beneficially owned. As of March 25, 2015, there were (i) 65,195,909 shares of Class A Common Stock issued and outstanding held by 577 holders of record, and (ii) 25,000 shares of Class B Common Stock issued and outstanding held by one holder of record, and (iii) 2,170 shares of Series B Preferred Stock issued and outstanding held by one holder of record.
* Less than 1.0%.
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(1) The address for M. Lee Pearce, M.D. is 1360 S. Ocean Boulevard, Pompano Beach, Florida 33062. The address for all other persons listed above is c/o Le@P Technology, Inc., 5601 N. Dixie Highway, Suite 411, Fort Lauderdale, Florida 33334.
(2) The shares of Class A Common Stock beneficially owned by Dr. Pearce include: (i) 59,897,409 shares owned by the Majority Stockholder Trust, (ii) 2,000,000 shares owned by PearTan, LLC, of which Dr. Pearce is the sole member, and (iii) 700,000 shares owned by Broward Trading Corporation, of which Dr. Pearce is the sole stockholder.
(3) These shares of Class B Common Stock are owned by Lauderdale Holdings, Inc. (“LHI”), a Florida corporation, of which Dr. Pearce is the sole shareholder.
(4) These shares of Series B Preferred Stock do not have voting rights, and thus will not be eligible to vote at any meeting of stockholders (including the 2014 annual meeting of stockholders), and are held by the Majority Stockholder Trust.
(5) These shares of Class A Common Stock are owned by the Mariinsky Foundation of America, Inc., of which Chris Minev is the President and Executive Director.
(6) These shares are held as follows: (i) 1,000 shares are owned by Jose Benito Valle & Blanca M. Valle, as joint tenants, and (ii) 200 shares are held by Jose B. Valle as custodian for Jose A. Valle under the Uniform Transfer to Minors Act (custodial account).
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Certain Relationships and Related Transactions
The following describes certain transactions or relationships between the Company and its officers, directors and certain related parties in which any of them had or is to have a direct or indirect material interest. Except as otherwise specifically set forth herein, for purposes of this section, the term “Company” also includes each of the Company’s subsidiaries.
Except as otherwise stated below, all transactions between and among the Company and its subsidiaries described below, its executive officers and the subsidiaries and each of their respective affiliates may involve conflicts of interest. The Company believes that transactions with affiliates have been made on terms no less favorable to the Company than those available from unaffiliated third parties.
Relationships and Transactions with M. Lee Pearce, M.D.
Real Property
As noted above under Item 2 (“Ownership of Real Property; Related Indebtedness”), Parkson owns the Real Property. Parkson purchased the Real Property on September 28, 2001 from Bay Colony, an entity wholly-owned by Dr. Pearce, in exchange for a two-month note in the amount of $37,500 and the Long Term Note and related mortgage in the amount of $712,500. The purchase price was based upon an independent third-party appraisal. As previously reported in the Company’s December 2014 8-K, and as noted above, the Long Term Note was replaced multiple times and is currently evidenced by the December 2014 Parkson Replacement Note. The December 2014 Parkson Replacement Note bears interest at the rate of 3.75% per annum, with both principal and all accrued interest due in one lump sum on March 31, 2016. The indebtedness evidenced by the December 2014 Parkson Replacement Note ($881,846 at December 31, 2014) substantially exceeds the value of the Real Property (and, for that matter, the book value of the assets of the Company).
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Loans, Funding of Working Capital and Other Relationships
As previously reported on the Company’s December 2014 8-K, and as discussed above, the Majority Stockholder Trust, of which Dr. Pearce is the 100% beneficial owner, provided the Company with the $150,000 December 2014 Loan in December 2014. The Company has received no additional loans, advances or funding, from the Majority Stockholder Trust (or any other party) since December of 2014.
In addition to the December 2014 Loan, the Majority Stockholder Trust previously made other working capital loans to the Company, which were, prior to their combination and extension (as described below), evidenced by a combined promissory note made by the Company in favor of the Majority Stockholder Trust and dated December 27, 2012 (in the original principal amount of $2,516,467.36) (the “2012 Working Capital Note”). The maturity date of the 2012 Working Capital Note was, prior to its agreed extension (as described below), March 31, 2015.
As previously reported in the Company’s December 2014 8-K, and as discussed above, on December 17, 2014, the Majority Stockholder Trust, as holder of and payee under the 2012 Working Capital Note, agreed: (i) to extend the maturity date of the total outstanding indebtedness under the 2012 Working Capital Note from March 31, 2015 to March 31, 2016 (the “Extended Maturity Date”), and (ii) to combine the total outstanding indebtedness evidenced by and under the December 2014 Loan (as described above) and the 2012 Working Capital Note (including its outstanding principal amount and accrued interest through December 16, 2014) into a single promissory note, thereby replacing the 2012 Working Capital Note with a 2014 Combined Promissory Note (Working Capital) dated December 17, 2014 in the principal amount of $2,852,358.46 (the “2014 Combined Promissory Note”). The principal and all accrued interest - at the agreed rate of 3.75% per annum - under the 2014 Combined Promissory Note are due in one lump sum on the Extended Maturity Date of March 31, 2016. Other than the new (combined) principal amount, which includes the principal amount of the December 2014 Loan, and the extension of the maturity date, in each case as noted above, the terms of the 2012 Working Capital Note were not changed and this note (and the obligations thereunder) is now incorporated in and replaced and evidenced by the 2014 Combined Promissory Note.
During Le@P’s recent history, the Company has relied entirely upon the Majority Stockholder Trust to fund working capital and expenses (and to extend maturities on indebtedness owing to the Majority Stockholder Trust and other affiliates of Dr. Pearce), acting in its discretion. Notwithstanding this, neither Dr. Pearce, nor the Majority Stockholder Trust nor any other party has made any commitment or undertaken any obligation to provide additional funding or financing (or to extend the maturity dates on existing indebtedness), including in connection with preparing, negotiating, reaching a definitive agreement with respect to or consummating any Opportunities or furthering the commercial development of the Real Property. There can be no assurance that the Majority Stockholder Trust (or any other affiliate of the Majority Stockholder or any other party) will provide funding or financing to the Company, or that the Majority Stockholder Trust (or any other affiliate of the Majority Stockholder) will agree to extend the maturity dates on any existing indebtedness. Dr. Pearce may in his discretion introduce or refer investment, joint venture and/or acquisition Opportunities to the Company’s Board or management. In addition, if the Majority Stockholder Trust (or any affiliate of the Majority Stockholder), in its discretion, were to provide or facilitate any such funding or financing, there can be no assurance that the Majority Stockholder Trust would continue to do so (or extend maturity dates on existing indebtedness) in the future, or regarding the amount, terms, restrictions or conditions of any such funding or financing.
The Majority Stockholder Trust is the sole owner of the issued and outstanding shares of the Company’s Series B Preferred Stock; as of December 31, 2014, dividends of $3,321,500 were accumulated and unpaid on the Company’s Series B Preferred Stock.
As noted above under Item 2 (“Leased Property”), the Company subleases a portion of its office space to an entity which is beneficially owned and controlled by the Majority Stockholder Trust.
Ms. Thomas, who serves as the Company’s Acting Principal Financial Officer, Chief Accounting Officer, Vice President, Treasurer and Secretary (and a Class A Director) also serves as an officer for a number of entities which are directly or indirectly beneficially owned or controlled by Dr. Pearce. During 2014, an entity that is beneficially owned and controlled by Dr. Pearce paid the Company approximately $91,575 in professional fees for services provided by Ms. Thomas to such entity.
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Mr. Lincoln, who serves as the Company’s Acting Principal Executive Officer, Chairman of the Board and President (and a Class B Director) served in various legal and management roles for Marquette Realty, Inc. from August 1995 to December 2008. Marquette Realty, Inc. managed a number of entities of which Dr. Pearce is the beneficial owner. In addition, Mr. Lincoln is the President and Treasurer of Lauderdale Holdings, Inc. (the entity which holds the Class B Common Stock of the Company and of which Dr. Pearce is the sole shareholder) and is the President and Secretary of Broward Trading Corporation (the entity which is the owner of 700,000 shares of Class A Common Stock of the Company and of which Dr. Pearce is the sole stockholder). Mr. Lincoln also serves as a director for a number of entities which are directly or indirectly beneficially owned or controlled by Dr. Pearce. From 1993 to 1996, Mr. Lincoln served as a mortgage loan officer for the Bank of North America, which was formerly controlled by Dr. Pearce.
Mr. Minev, one of the Company’s Class A Directors, works as President and Executive Director for the Mariinsky Foundation of America, Inc. (formerly the White Nights Foundation of America). Dr. Pearce is a donor to the Mariinsky Foundation of America, Inc. and has a long-standing relationship with Mr. Minev related to the Mariinsky Foundation of America, Inc. and other philanthropic and performing arts endeavors.
From April 1991 to October 1996, Mr. Valle, one of the Company’s Class A Directors, served first as CFO and later as CEO of Bank of North America in Miami, Florida. Until its sale in October 1996, Bank of North America was formerly controlled by Dr. Pearce.
Director Independence
Although the Company’s shares are not listed for trading or quoted on the NASDAQ Stock Market (“NASDAQ”) or any other securities exchange or quotation system, the definition of “independence” pursuant to NASDAQ listing standards is often referred to as a useful benchmark for director independence. Not all of the members of the Board of Directors are “independent” under the definition of independence pursuant to NASDAQ listing standards. Mr. Valle, as the sole member and Chair of the Audit Committee, has been found by the Board to be “independent” (or an “independent director”) within the meaning of that term for audit committee members under the NASDAQ Capital Markets listing standards addressing such matter.
ITEM 14.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Audit Fees
The aggregate fees billed for professional services rendered by Cherry Bekaert LLP (“Cherry”) in connection with the audit of the Company’s consolidated financial statements for the fiscal years ended December 31, 2014 and December 31, 2013 were approximately $32,000 each year. The aggregate fees billed by Cherry regarding its review of the unaudited financial statements included in the Company’s Forms 10-Q quarterly reports during the fiscal year ended December 31, 2014 were $22,500, and the fees billed by Cherry regarding its review of the Company’s Proxy Statement for the 2014 Annual Meeting of Stockholders were $2,000 for the fiscal year ended December 31, 2014.
Audit-Related Fees
The aggregate fees billed for audit-related services rendered by the Berkowitz Pollack Brant CPA firm (“BPB”) to the Company, during the fiscal years ended December 31, 2014 and December 31, 2013, were $2,083 and $1,386 respectively.
Tax Fees
The aggregate fees billed for tax-related services provided by BPB in connection with tax compliance, tax advice and tax planning services for the fiscal years ended December 31, 2014 and December 31, 2013, were $12,437 and $7,540, respectively. BPB assisted the Company in preparing its income tax returns with respect to the fiscal years ended December 31, 2014 and December 31, 2013. Cherry provided no tax-related services during the fiscal years ended December 31, 2014 or December 31, 2013.
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All Other Fees
The Company paid additional fees to BPB for general business consulting services for the fiscal years ended December 31, 2014 and December 31, 2013, totaling $0 and $675, respectively.
Pre-approval of Services by Outside Auditor
The Audit Committee has adopted a policy for pre-approval of audit and permitted non-audit services by the Company’s outside auditor. The Audit Committee will consider annually and, if appropriate, approve the provision of audit services by its outside auditor and consider and, if appropriate, pre-approve, the provision of certain defined audit and non-audit services. The Audit Committee will also consider on a case by case basis and, if appropriate, approve specific engagements that are not otherwise pre-approved. Of the Audit-Related Fees, Tax-Related Fees and All Other Fees described above, the Audit Committee pre-approved the fees billed and paid.
PART IV
ITEM 15.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
(a)(1) Financial Statements
Reference is made to the Index set forth on Page of this Annual Report on Form 10-K.
(a)(2) Financial Statement Schedules
All schedules have been omitted because they are inapplicable or the information is provided in the consolidated financial statements, including the notes thereto.
(a)(3) Exhibits
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated:
March 25, 2015
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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
SIGNATURE
TITLE
DATE
/s/ Timothy C. Lincoln
Timothy C. Lincoln
Acting Principal Executive Officer and Director
March 25, 2015
/s/ Jose B. Valle
Jose B. Valle
Director
March 25, 2015
/s/ Chris Minev
Chris Minev
Director
March 25, 2015
/s/ Mary E. Thomas
Mary E. Thomas
Acting Principal Financial Officer, Chief Accounting Officer, and Director
March 25, 2015
/s/ Jerome Fields, M.D.
Jerome Fields, M.D.
Director
March 25, 2015
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“Exhibit F”
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
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Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders of
Le@P Technology, Inc.
We have audited the accompanying consolidated balance sheets of Le@P Technology, Inc. and subsidiaries (collectively, the “Company”) as of December 31, 2014 and 2013, and the related consolidated statements of operations, stockholders’ deficiency, and cash flows for the years then ended. The Company’s management is responsible for these consolidated financial statements. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Le@P Technology, Inc. and subsidiaries as of December 31, 2014 and 2013, and the consolidated results of their operations and their cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.
/s/ CHERRY BEKAERT LLP
Coral Gables, Florida
March 25, 2015
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* Le@P Technology, Inc. and Subsidiaries
* Consolidated Balance Sheets
See notes to consolidated financial statements.
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* Le@P Technology, Inc. and Subsidiaries
* Consolidated Balance Sheets
See notes to consolidated financial statements.
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* Le@P Technology, Inc. and Subsidiaries
* Consolidated Statements of Operations
See notes to consolidated financial statements.
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Le@P Technology, Inc. and Subsidiaries
Consolidated Statements of Stockholders’ Deficiency
See notes to consolidated financial statements
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* Le@P Technology, Inc. and Subsidiaries
* Consolidated Statements of Cash Flows
See notes to consolidated financial statements.
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Le@P Technology, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
1. The Company
Le@P Technology, Inc. (the “Company”) currently has no business operations, and has no revenues or revenue-producing activities. The Company has ongoing expenses as well as substantial indebtedness and liabilities.
As previously reported on the Company’s Current Report on Form 8-K dated December 17, 2014 (the “December 2014 8-K”), the M. Lee Pearce Living Trust (the “Majority Stockholder Trust”), of which the Company’s indirect and beneficial majority stockholder, M. Lee Pearce, M.D. (“Dr. Pearce”), is the 100% beneficial owner (Dr. Pearce, together with entities owned or controlled by him that own capital stock of the Company are collectively referred to as the “Majority Stockholder”), provided the Company with a $150,000 loan in December 2014 (the “December 2014 Loan”), on the terms disclosed (including a 3.75% interest rate and maturity date for principal and all accrued interest of March 31, 2016). Based on the Company’s year-to-date and anticipated operating expenses and management’s internally prepared cash budget for the 15-month period ended March 31, 2016 (the “15-month Cash Budget”), management believes that the Company’s current cash and cash equivalents will be sufficient to fund the Company’s working capital requirements at least through March 31, 2016. The Company’s 15-Month Cash Budget includes allocations for the funding of (i) up to $175,000 for the investigation and initial pursuit of possible acquisition, joint venture and investment opportunities as discussed further below (including due diligence, investigation and initial/preliminary legal expenses, but not purchase price or legal or accounting expenses associated with negotiating, reaching a definitive agreement regarding or consummating any such transaction), and (ii) $25,000 for limited improvement (including permitting and land use-related fees, but not including any construction or physical development costs) regarding the real property (the “Real Property”) owned by Le@P Technology, Inc.’s wholly-owned subsidiary, Parkson Property LLC (“Parkson”), located in Broward County, Florida.
During 2015, the Company’s Board of Directors (the “Board” or “Board of Directors”) plans to consider and (as applicable and as it deems appropriate) pursue subject to budget and cash constraints, potential acquisition and possibly joint venture opportunities (particularly those in the health care technology, products and services and life sciences arenas) (“Opportunities”) that come to the attention of Board members or management. This may include Opportunities introduced by Dr. Pearce. The Board from time to time also evaluates other alternatives with respect to the Company and its future. The Board held planning discussions regarding the Company’s pursuit of Opportunities during 2014 with both management and, through a Board representative, with Dr. Pearce, but the Company was not, as of December 31, 2014, pursuing any specific Opportunities. As noted above the Company’s 15-month Cash Budget includes an allocation up to $175,000 for limited funding of the investigation and initial pursuit of possible Opportunities. The ability of the Company to identify, reach (preliminary or definitive) agreement on and/or ultimately consummate any such Opportunity is dependent upon, among other things, its ability to obtain additional funding and financing for, and to source, negotiate and execute on, such Opportunities (and to fund and provide for post-transaction personnel, support, working capital and other needs as applicable).
The only material asset of the Company (other than cash and cash equivalents and prepaid expenses) is the “Real Property”, which is owned by the Company’s wholly-owned subsidiary, Parkson Property LLC (“Parkson”). The Real Property is zoned light industrial, consists of approximately one and one-third acres and is currently undeveloped and unleased. In order to lease the Real Property, certain regulatory compliance and possibly development matters would need to be addressed (and the expenses associated therewith paid). The Real Property is encumbered by a note (as discussed and defined further in Note 3 below, the “December 2012 Parkson Replacement Note”) and related mortgage in the aggregate principal amount as of December 31, 2014 of $881,846. The December 2014 Parkson Replacement Note bears interest at the rate of 3.75% per annum and matures (both principal and all accrued interest) on March 31, 2016 (reflecting an extension of the maturity date under the previous note, which would have matured by its terms on March 31, 2014). Based on an October 2014 independent appraisal of the fair market value of the Real Property and an unsolicited conditional offer received from a third party to purchase the Real Property received in September 2014, the indebtedness evidenced by the December 2014 Parkson Replacement Note exceeds the value of the Real Property. The Company realizes no revenue associated with the Real Property, despite having operating, financing and insurance costs associated with the Real Property. As noted above, the Company’s 15-month Cash Budget includes an allocation of $25,000 for the limited development costs (including permitting and land use-related fees, but not including any construction or physical development costs) associated with the Real Property.
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2. Summary of Significant Accounting Policies
Consolidation
The accompanying consolidated financial statements (the “financial statements”) include the accounts of Le@P Technology, Inc. and its wholly-owned subsidiaries (see exhibit 21). All significant intercompany accounts and transactions are eliminated in consolidation.
Use of Estimates
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents
The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.
Property and Equipment
Property and equipment are initially recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets which range from 3-9 years.
Impairment of long-lived assets and long-lived assets to be disposed of
The Company reviews the carrying value of long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the asset to the undiscounted future net cash flows expected to be generated by the asset. If facts and circumstances indicate that the carrying value of an asset or groups of assets, as applicable, is impaired, the long-lived asset or groups of long-lived assets are written down to their estimated fair value. No asset impairment occurred during the years ended December 31, 2014 or 2013.
Loss per share
Basic earnings per share amounts are computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted earnings per share amounts are computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents, and stock options outstanding during the period. Shares of common stock issuable under options or other share equivalents and their effects on the loss would have been excluded from the diluted calculations because the effect was anti-dilutive. However, there are no potentially dilutive shares outstanding at December 31, 2014 and 2013.
Stock Based Compensation
The Company applies Financial Accounting Standards Board (“FASB”) ASC Topic 718, “Share-Based Payments” which requires the measurement of the cost of services received in exchange for an award of an equity instrument based on the grant-date fair value of the award. Compensation cost is recognized over the related service period. For the years ended December 31, 2014 and 2013, the Company did not grant any stock options or recognize any stock based compensation expense.
The Company uses the Black-Scholes option pricing model as our method of valuation for stock-based awards. Stock-based compensation expense is based on the value of the portion of the stock-based award that will vest during the period, adjusted for the forfeitures. Our determination of the fair value of stock-based awards on the date of grant using an option pricing model is affected by our stock price as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, the expected life of the award, expected stock price volatility over the term of the award and historical and projected exercise behaviors. The estimation of stock-based awards that will ultimately vest requires judgment, and to the extent actual or updated results differ from our current estimates, such amounts will be recorded in the period estimates are revised. The Black-Scholes option pricing model requires the input of highly subjective assumptions, and other reasonable assumptions could provide differing results.
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Income Taxes
Deferred income taxes are provided based on the provisions of ASC Topic 740, “Accounting for Income Taxes”, to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.
The Company did not have any tax positions for which it is reasonably possible that the total amount of unrecognized tax benefits will significantly increase or decrease within the next 12 months. The tax years that remain subject to examination by major taxing jurisdictions are those for the years ended December 31, 2014, 2013, 2012 and 2011.
The Company classifies interest and penalties arising from underpayment of income taxes in the consolidated statements of operations as general and administrative expenses. As of December 31, 2014, the Company had no accrued interest or penalties related to uncertain tax provisions.
Recently Issued Accounting Pronouncements
In July 2013, the FASB issued guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. This guidance requires the unrecognized tax benefit to be presented in the financial statements as a reduction to a deferred tax asset. When a deferred tax asset is not available, or the asset is not intended to be used for this purpose, an entity should present the unrecognized tax benefit in the financial statements as a liability. The guidance became effective at the beginning of second quarter of fiscal 2014. The adoption of this guidance did not have a material impact on the consolidated financial statements.
In January 2013, the FASB issued guidance clarifying the scope of disclosure requirements for offsetting assets and liabilities. The amended guidance limits the scope of balance sheet offsetting disclosures to derivatives, repurchase agreements, and securities lending transactions to the extent that they are offset in the financial statements or subject to an enforceable master netting arrangement or similar agreement. The guidance became effective at the beginning of first quarter of fiscal 2014. The adoption of this guidance did not have a material impact on the consolidated financial statements.
In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (ASU 2014-09), which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. The standard is effective for annual periods beginning after December 15, 2016, and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). The Company is currently evaluating the impact of the pending adoption of ASU 2014-09 on its consolidated financial statements and has not yet determined the method by which it will adopt the standard in 2017.
In August 2014, the FASB issued Accounting Standard Update ASU2014-15 Disclosure of Uncertainties about an entity’s Ability to Continue as a Going Concern. This ASU amends ASC205-40. ASC205-40 provides guidance about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related note disclosures. With the amendments made by ASU 2014-15, financial statement disclosures will be required when there is substantial doubt about an entity’s ability to continue as a going concern or when substantial doubt is alleviated as a result of considerations of management’s plans. The new standard provides management with principles for evaluating whether there is substantial doubt by: providing a definition of substantial doubt, requiring an evaluation every reporting period (including interim periods), providing principles for considering the mitigating effect of management’s plans, requiring certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, requiring an express statement and other disclosures when substantial doubt is not alleviated, and requiring an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early adoption is permitted. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial statements.
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3. Operating Losses and Cash Flow Deficiencies
As noted above, the Company currently has no business operations and has no revenues or revenue-producing activities. The Company has ongoing expenses as well as substantial indebtedness and liabilities. During its recent history, the Company has relied entirely upon the Majority Stockholder Trust (and affiliates of the Majority Stockholder) to fund working capital and expenses (and to extend maturities on indebtedness owing to the Majority Stockholder Trust and affiliates), acting in its discretion. Notwithstanding this, neither the Majority Stockholder Trust nor any other party has made any commitment or undertaken any obligation to provide additional funding or financing (or to extend the maturity dates on existing indebtedness), including in connection with preparing, negotiating, reaching a definitive agreement with respect to or consummating any Opportunities or completing the commercial development of the Real Property. There can be no assurance that the Majority Stockholder Trust (or any other affiliate of the Majority Stockholder or any other party) will provide funding or financing to the Company, or that the Majority Stockholder Trust (or any other affiliate of the Majority Stockholder) will agree to extend the maturity dates on any existing indebtedness. In addition, if the Majority Stockholder Trust (or any affiliate of the Majority Stockholder), in its discretion, were to provide or facilitate any such funding or financing, there can be no assurance that the Majority Stockholder Trust would continue to do so (or extend maturity dates on existing indebtedness) in the future, or regarding the amount, terms, restrictions or conditions of any such funding or financing. The Company’s efforts to obtain additional funding or financing may require significant effort, costs and expenditures, and if the Company succeeds in obtaining such financing, the financing terms could be onerous and result in substantial dilution of existing capital stock positions and increased interest expense.
4. Property and Equipment
Property and equipment consists of the following:
Depreciation expense for each of the years ended December 31, 2014 and 2013 was zero.
5.
Commitments and Contingencies
Leases
The Company leases its corporate office space located in Ft. Lauderdale, Florida from an unrelated third party. The lease was renewed effective April 1, 2014, and provides for a term of one year and monthly rental payments of approximately $4,750. The lease provides for automatic renewal of successive one-year terms unless either party provides at least 30 days’ prior written notice to the other of its intent to terminate the lease upon expiration of the then-current term.
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The Company subleases a portion of its office space on a month to month basis to a related party entity for the monthly amount of $4,246. The total rents received in 2014 and 2013 were $50,955 and $49,249, respectively, and have been recorded as a reduction of other general and administrative expense in the accompanying consolidated statements of operations.
Legal Proceedings
As of December 31, 2014, except as described below, the Company was not involved in any material claims, lawsuits or legal proceedings. One or more subsidiaries of the Company (including Sealcraft Operators, Inc., which was acquired by virtue of a merger with a predecessor entity of the Company) was involved in legal proceedings originally brought by seven separate plaintiffs in the early 1990s alleging damages arising out of asbestos-related material aboard certain maritime vessels allegedly owned or operated by such subsidiaries. As previously reported, in the interests of efficiency and avoiding potentially extensive and expensive litigation proceedings, the Company settled and dismissed with prejudice all known legal proceedings. For the twelve months ended December 31, 2013 the Company expended $32,000 in settlement payments and approximately $19,700 in legal fees and related expenses. The total fees paid in 2014 was approximately $769.
6.
Related Party Transactions
Long-term notes payable to related parties consist of the following on December 31:
The Majority Stockholder Trust is the sole owner of the outstanding shares of the Company’s Series B Preferred Stock. Dividends on the Series B Preferred Stock are cumulative and accrue at a rate of 10% per annum on the preferred stock’s stated liquidation value of $1,000 per share and must be paid before any dividends may be paid on any other class or series of common or preferred stock; in addition, no other class or series of common or preferred stock may be redeemed or repurchased nor may the Series B Preferred Stock be altered or modified without the approval of the holder(s) of the Series B Preferred Stock. As of December 31, 2014, dividends of $3,321,500 were accumulated and unpaid on the Company’s Series B Preferred Stock. The accumulated amount, in addition to any additional amounts accrued, will be charged to retained earnings, if any, or additional paid-in capital, if and/or when declared by the Company’s Board of Directors.
During its recent history, the Company has relied entirely upon the Majority Stockholder Trust to fund working capital and expenses (and to extend maturities on indebtedness owing to the Majority Stockholder Trust and other affiliates of Dr. Pearce), acting in its discretion. Notwithstanding this, neither Dr. Pearce, nor the Majority Stockholder Trust nor any other party has made any commitment or undertaken any obligation to provide additional funding or financing (or to extend the maturity dates on existing indebtedness), including in connection with negotiating, reaching a definitive agreement with respect to or consummating any Opportunities or completing the commercial development of the Real Property. There can be no assurance that the Majority Stockholder Trust (or any other affiliate of the Majority Stockholder or any other party) will provide funding or financing to the Company, or that the Majority Stockholder Trust (or any other affiliate of the Majority Stockholder) will agree to extend the maturity dates on any existing indebtedness. In addition, if the Majority Stockholder Trust (or any affiliate of the Majority Stockholder), in its discretion, were to provide or facilitate any such funding or financing, there can be no assurance that the Majority Stockholder Trust would continue to do so (or extend maturity dates on existing indebtedness) in the future, or regarding the amount, terms, restrictions or conditions of any such funding or financing.
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The Company subleases a portion of its office space to an entity which is beneficially owned and controlled by the Majority Stockholder Trust.
Ms. Thomas, who serves as the Company’s Acting Principal Financial Officer, Chief Accounting Officer, Vice President, Treasurer and Secretary (and a Class A Director) also serves as an officer for a number of entities which are directly or indirectly beneficially owned or controlled by Dr. Pearce. During 2013 and 2014, an entity that is beneficially owned and controlled by Dr. Pearce paid the Company approximately $103,425 and $91,575, respectively in professional fees for services provided by Ms. Thomas to such entity and has been recorded as a reduction of salaries and benefits in the accompanying consolidate statements of operations.
7. Stock Based Compensation
Options may be granted to Company employees, directors and consultants under the Company’s existing stock option plans. All options granted under the plans through December 31, 2007 have been at prices which have been equal to or greater than the fair market value of the Company’s common stock at the date of grant. At December 31, 2014, the Company had available 6,500,000 shares of Class A Common Stock for possible future issuance of stock options under its Le@P Technology, Inc. 2006 Long Term Incentive Plan (the “2006 Plan”).
The Company recognizes compensation expense for the Company’s share-based payment awards on a straight-line basis using a separate vesting tranche for each stock option issued. The Company determined the grant-date fair value of share-based payment awards using the Black-Scholes pricing model.
The Company had no outstanding options and granted no options to purchase shares of the Company’s Class A Common Stock during the years ended December 31, 2014 or 2013.
There are no stock options outstanding or exercisable at December 31, 2014 or 2013.
8. Preferred Stock
The Certificate of Incorporation of the Company, as amended, authorizes the issuance of 25,000,000 shares of Preferred Stock, $.001 par value, of which 2,500 shares have been designated as Series B 10% Cumulative Preferred Stock, $.001 par value (the “Series B Preferred Stock”). In 1999, the Company issued 2,170 shares of the Series B Preferred Stock to the Majority Stockholder Trust in exchange for $2,170,000, which had previously been contributed to the Company. The Series B Preferred Stock is nonvoting and nonconvertible. Dividends on the Series B Preferred Stock are cumulative and accrue at a rate of 10% per annum on the preferred stock’s stated liquidation value of $1,000 per share and must be paid before any dividends may be paid on any other class or series of common or preferred stock. No other class or series of common or preferred stock may be redeemed or repurchased nor may the Series B Preferred Stock be altered or modified without the approval of the holders of the Series B Preferred Stock. At December 31, 2014 and 2013, dividends of $3,321,500 and $3,104,500, respectively, were accumulated on the Series B Preferred Stock. The accumulated amount will be accrued and charged to retained earnings, if any, or additional paid-in capital, when declared by the Company’s Board of Directors.
9. Class B Common Stock
The Company has 25,000 shares of Class B Common Stock outstanding. All such shares are held by Lauderdale Holdings, Inc., of which Dr. Pearce is the sole shareholder. The holders of the Class B Common Stock are entitled to elect a majority of the Board of Directors of the Company; otherwise the Class B Common Stock has rights identical to those of the Company’s Class A Common Stock.
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10. Income Taxes
Significant components of the Company’s net deferred income taxes are as follows:
A reconciliation of the U.S. statutory federal income tax rate to the effective income tax rate (benefit) follows:
In assessing the ability to realize a portion of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities and projected future taxable income in making the assessment. After consideration of the evidence, both positive and negative, management has determined that a $5,027,742 valuation allowance at December 31, 2014 is necessary to reduce the deferred tax assets to the amount that will more likely than not be realized. The change in the valuation allowance for the current year is $ 201,310. At December 31, 2014, the Company has available net operating loss carryforwards for federal income tax purposes of approximately $ 13,218,556 expiring at various times through 2037.
11. Valuation and Qualifying Accounts
A summary of the activity in the Company’s valuation and qualifying accounts is as follows:
12. Concentration of credit risk
The Company places its cash and cash equivalents on deposit with financial institutions in the United States. The Federal Deposit Insurance Corporation (“FDIC”) covers $250,000 for substantially all depository accounts. The Company from time to time may have amounts on deposit in excess of the insured limits. As of December 31, 2014, the Company had approximately $539,000 in uninsured cash balances.
13. Subsequent Events
There were no material events that occurred between December 31, 2014, and the date of this Annual Report on Form 10-K.