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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 12b-25

 

NOTIFICATION OF LATE FILING

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SEC FILE NUMBER

000-28452

   
   

CUSIP NUMBER

92257T-CO-8

 

(Check one):    

  

¨  Form 10-K     ¨  Form 20-F     ¨  Form 11-K     x  Form 10-Q

¨  Form 10-D     ¨  Form N-SAR     ¨  Form N-CSR

  For Period Ended: December 27, 2008
  ¨  Transition Report on Form 10-K
  ¨  Transition Report on Form 20-F
  ¨  Transition Report on Form 11-K
  ¨  Transition Report on Form 10-Q
  ¨  Transition Report on Form N-SAR
  For the Transition Period Ended:                                                                  

 

 

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

 

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

 

 

PART I — REGISTRANT INFORMATION

 

Velocity Express Corporation
Full Name of Registrant
Not Applicable
Former Name if Applicable
One Morningside Drive North, Bldg. B, Suite 300
Address of Principal Executive Office (Street and Number)
Westport, Connecticut 06880
City, State and Zip Code

 

 

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

 

x   

   (a)   The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
  (b)   The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
  (c)   The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

 

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

Velocity Express Corporation is filing this report for a 5-day extension for filing its Quarterly Report on Form 10-Q (the “Form 10-Q”) for the period ended December 27, 2008 as we are not able to file the Form 10-Q by the prescribed filing date without unreasonable effort and expense.

As described in Forms 8-K previously filed on January 5 and 27, 2009, we are currently in negotiations for a new senior credit facility and further amendments to our Senior Subordinated Indenture, including consent of the requisite holders of the Notes issued under the Indenture to enter into the new senior credit facility. We hope to complete an agreement among the Company, our new potential lender and the holders of our Notes to accommodate certain requests by the Noteholders on or prior to February 13, 2009. At this time, the Company is soliciting the Noteholders for their consent, but no assurance can be given that the Company will obtain the Noteholders consent required to effectuate the new senior credit facility. Without Noteholder consent, we will not be able to consummate the new senior credit financing.

This notification contains certain forward-looking statements regarding Velocity Express within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are based on the beliefs of our management as well as assumptions made by and information currently available to our management. Such statements are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated in such forward-looking statements.

 

SEC 1344 (05-06)    Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

(Attach extra Sheets if Needed)

 

 

 

PART IV — OTHER INFORMATION

 

(1) Name and telephone number of person to contact in regard to this notification

 

Edward W. Stone      (203)    349-4199
(Name)      (Area Code)    (Telephone Number)

 

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).    Yes  x    No  ¨

 

 

 

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?    Yes  ¨    No  x

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

Results of operations for the three and six months ended December 27, 2008 are expected to be comparable to the three and six months ended December 29, 2007, albeit on lower revenues, other than the effects on interest expense (below Loss from operations), if any, of any amendments to or failures to amend certain terms of the Company’s credit facilities. Preliminary operating results are expected to be as shown on the following page:

 

 

 

 

 

Velocity Express Corporation
(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date 

    February 10, 2009    By     /s/ Edward W. Stone
      Name:    Edward W. Stone
      Title:    Chief Financial Officer

 

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VELOCITY EXPRESS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED DECEMBER 27, 2008, SEPTEMBER 27, 2008 & DECEMBER 29, 2007

AND SIX MONTH PERIODS ENDED DECEMBER 27, 2008 AND DECEMBER 29, 2007

(Unaudited)

(Amounts in thousands, except per share data)

 

     Three Months Ended     Six Months Ended  
     December 27,
2008		     September 27,
2008		     December 29,
2007		     December 27,
2008		     December 29,
2007		  

Revenue

    $ 65,749     $ 72,573     $ 86,101     $ 138,322     $ 179,408  

Cost of service revenues

      47,281       52,862       65,493       100,143       135,660  

Depreciation

      460       495       300       955       601  
                                        

Gross profit

      18,008       19,216       20,308       37,224       43,147  

Operating expenses:

           

Occupancy

      3,804       4,393       4,431       8,197       9,061  

Selling, general and administrative

      12,739       13,870       18,053       26,609       36,562  
                                        
     16,543       18,263       22,484       34,806       45,623  

Non-recurring expenses for litigation, global alliance strategic transaction / debt restructuring

      683       443       —         —         —    

Integration and restructuring charges

      51       —         230       51       1,005  

Depreciation, amortization, asset impairment

      764       826       1,492       1,590       2,968  
                                        

Total operating expenses

      18,041       19,532       24,206       37,573       49,596  
                                        

Loss from operations

      (33 )     (316 )     (3,898 )     (349 )     (6,449 )
                                        

 

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