SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
AMENDMENT NO. 3
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended March 31, 2006
Commission file number 000-25959
Goldleaf Financial Solutions, Inc.
(f/k/a Private Business, Inc.)
(Exact name of registrant as specified in its charter)
| | | |
| Tennessee | | 62-1453841 |
| | | |
(State or other jurisdiction of
incorporation or organization) | | (I.R.S. Employer
Identification No.) |
| | | |
| 9020 Overlook Blvd., Brentwood, Tennessee | | 37027 |
| | | |
| (Address of principal executive offices) | | (Zip Code) |
(615) 221-8400
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yesþ Noo
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one.)
Large accelerated filero Accelerated filero Non-accelerated filerþ
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yeso Noþ
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practical date.
| | | |
Class
Common Stock, no par value | | Outstanding as of July 31, 2006
15,816,452 shares |
GOLDLEAF FINANCIAL SOLUTIONS, INC.
Form 10-Q/A
Amendment No. 3
For Quarter Ended March 31, 2006
EXPLANATORY NOTE
Goldleaf Financial Solutions, Inc. filed its Quarterly Report on Form 10-Q for the first quarter of 2006 with the SEC on May 15, 2006. We had previously filed a Registration Statement on Form S-1 with the SEC on April 26, 2006. On June 6, 2006, we filed Amendment No. 1 to the Registration Statement in response to the SEC’s letter containing comments on the initial filing. On June 7, 2006, we filed Amendment No. 1 to our Quarterly Report on Form 10-Q for the first quarter of 2006 to conform the disclosure contained in the Quarterly Report on Form 10-Q to the disclosure contained in Amendment No. 1 to the Registration Statement. The SEC subsequently issued a letter containing additional comments on Amendment No. 1 to the Registration Statement, and, in response to those comments, we filed Amendment No. 2 to the Registration Statement on July 10, 2007. In response to that Amendment No. 2, the SEC issued a letter containing additional comments. To address the comments in that letter that related to our Quarterly Report on Form 10-Q, on August 2, 2006 we filed with the SEC an Amendment No. 2 to our Quarterly Report on Form 10-Q. In response to subsequent conversations with members of the SEC staff, we are filing this Amendment No. 3 to our Quarterly Report on Form 10-Q.
This Amendment No. 3 to our Quarterly Report on Form 10-Q for the first quarter of 2006 amends only the items listed below. With respect to each item, we are amending the quarterly report to delete the disclosure under that item contained in our Quarterly Report on Form 10-Q, as amended, and to replace it in its entirety with the disclosure contained in this amendment.
INDEX
Except for the foregoing amended information, this Quarterly Report on Form 10-Q/A continues to speak as of the date of the original filing or the subsequent amendment, as applicable, and we have not updated the disclosures contained in this report to reflect events that occurred at a later date.
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Part I
Financial Information
Item 4. Controls and Procedures.
Based on our management’s evaluation, with the participation of our chief executive officer and chief financial officer, as of March 31, 2006, the end of the period covered by this report, our chief executive officer and chief financial officer have concluded that our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”)) were ineffective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.
Our chief executive officer and chief financial officer reached the conclusion expressed in the preceding paragraph because, as of March 31, 2006, we failed to prepare and report within the time periods specified in the rules and forms of the SEC certain audited and interim unaudited financial statements in connection with our acquisitions of KVI Capital, Inc, which we acquired effective August 1, 2005, and Captiva Solutions, LLC, which we acquired on December 9, 2005. With respect to KVI Capital, we failed to prepare and file audited annual and unaudited interim financial statements of that company within 75 days after August 1, 2005 as required by applicable SEC rules, because we initially concluded that we were not required to file any financial statements of KVI Capital with the SEC. With respect to Captiva, we initially concluded that we were required to file only one year of audited financial statements of Captiva because we did not include the contingent purchase price for Captiva in the significance analysis used to determine the number of years of audited financial statements we were required to file with the SEC. Accordingly, we filed a Current Report on Form 8-K on December 12, 2005 relating to the Captiva acquisition in which we provided only one year of audited financial statements instead of the required two years of audited financial statements and unaudited interim financial statements.
In connection with our review of the significance of our January 31, 2006 acquisition of Goldleaf Technologies, Inc., we determined that we needed to prepare and file additional financial statements for both KVI Capital and Captiva. With regard to KVI Capital, we determined that the size of the invested lease assets required us to include additional historical financial statements. We have since filed these additional historical financial statements with the SEC in a Current Report on Form 8-K filed April 26, 2006, as amended on August 1, 2006. For Captiva, we determined that we should include the contingent purchase price in our significance analysis, from which we concluded that we were required to include an additional year of audited financial statements and unaudited interim financial statements. We have since filed these additional historical financial statements with the SEC in a Current Report on Form 8-K filed April 26, 2006, as amended on June 7, 2006 and August 1, 2006. We have not entered into any other acquisitions since we acquired Goldleaf Technologies.
We believe that our failure to prepare and file with the SEC the financial statements described above within the time periods specified in the rules and forms of the SEC resulted from an inadequacy in our disclosure controls and procedures, which we have remediated in the second quarter of 2006 by improving our disclosure controls and procedures and implementing other remediation measures that include the following:
•After we determined that we needed to strengthen our disclosure controls and procedures in connection with acquisitions, in April 2006 we gave our executive vice president of finance and strategy, Scott R. Meyerhoff, the specific task of reviewing and analyzing all accounting aspects of the acquisitions we may pursue and close in the future. Mr. Meyerhoff was executive vice president and chief financial officer of Infor Global Solutions, Inc., a global provider of enterprise software solutions, from April 2004 until May 2005 and served as chief financial officer for InterCept, Inc. from January 1998 until March 2004. Mr. Meyerhoff is a certified public accountant and has extensive experience in accounting for mergers and acquisitions.
•We have increased the time allocated to review our acquisitions.
•We have determined to seek additional outside financial expertise from an accounting firm, other than our independent registered public accounting firm, with appropriate expertise in these matters. We intend to use this firm to assist with our determination of which financial statements, if any, are required to be filed with the SEC in connection with any acquisitions we close, and with the preparation, review and filing with the SEC of any such required financial statements and related reports.
We note further that we filed the required financial statements of Goldleaf Technologies, Inc. on April 26, 2006, seven business days after the April 17, 2006 deadline for filing those financial statements under applicable SEC rules. Had this event
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occurred during the first quarter, it would have contributed to the conclusion described in the first paragraph of this section, and we took it into account in our remediation actions during the second quarter of 2006.
There have been no changes in our internal control over financial reporting identified in the evaluation that occurred during our first quarter of fiscal year 2006 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 6. Exhibits
The exhibits described in the following Index to Exhibits are filed as part of this quarterly report on Form 10-Q.
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| Exhibit | | | | |
| No. | | | | Description |
| 3.1 | | – | | Amended and Restated Charter of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on No. 333-75013 Form S-1). |
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| 3.2 | | – | | Amended and Restated By-laws of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on No. 333-75013 Form S-1). |
| | | | | |
| 10.1 | | – | | Stock Purchase Agreement dated January 23, 2006 among Private Business, Inc. and the Stockholders of Goldleaf Technologies, Inc. (incorporated by reference to Exhibit 2.1 to Private Business, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 24, 2006). |
| | | | | |
| 10.2 | | – | | Amended and Restated Credit Agreement dated January 23, 2006 between Private Business, Inc. and Bank of America, N.A. (incorporated by reference to Exhibit 10.1 to Private Business, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 26, 2006). |
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| 10.3 | | – | | Guaranty Side Letter dated January 23, 2006 between Private Business, Inc., The Lightyear Fund, L.P. and Lightyear PBI Holdings, LLC (incorporated by reference to Exhibit 10.2 to Private Business, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 26, 2006). |
| | | | | |
| 10.4 | | – | | Exchange Agreement dated January 23, 2006 between Private Business, Inc. and Lightyear PBI Holdings, LLC (incorporated by reference to Exhibit 10.3 to Private Business, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 26, 2006). |
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| 10.5 | | – | | Amended and Restated Warrant Agreement dated January 23, 2006 between Private Business, Inc. and Lightyear PBI Holdings, LLC (incorporated by reference to Exhibit 10.4 to Private Business, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 26, 2006). |
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| 10.6 | | – | | Amended and Restated Warrant Certificate dated January 23, 2006 issued by Private Business, Inc. to Lightyear PBI Holdings, LLC. (incorporated by reference to Exhibit 10.5 to Private Business, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 26, 2006). |
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| 10.7 | | – | | Amended and Restated Warrant Certificate dated January 23, 2006 issued by Private Business, Inc. to Lightyear PBI Holdings, LLC (incorporated by reference to Exhibit 10.6 to Private Business, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 26, 2006). |
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| 10.8 | | – | | Employment Agreement dated January 31, 2006 between Private Business, Inc. and Paul McCulloch (incorporated by reference to Exhibit 10.1 to Private Business Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 26, 2006). |
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| 31.1 | | – | | Certification pursuant to Rule 13a – 14(a)/15d – 14(a) – Chief Executive Officer. |
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| 31.2 | | – | | Certification pursuant to Rule 13a – 14(a)/15d – 14(a) – Chief Financial Officer. |
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| Exhibit | | | | |
| No. | | | | Description |
| 32.1 | | – | | Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – Chief Executive Officer. |
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| 32.2 | | – | | Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 – Chief Financial Officer. |
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Signatures
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| | Goldleaf Financial Solutions, Inc. | | |
| | (f/k/a Private Business, Inc.)
(Registrant)
| | |
| Date: August 15, 2006 | By: | /s/ G. Lynn Boggs | |
| | | G. Lynn Boggs | |
| | | Chief Executive Officer | |
| |
| | | |
| Date: August 15, 2006 | By: | /s/ J. Scott Craighead | |
| | | J. Scott Craighead | |
| | | Chief Financial Officer | |
| |
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