The following table provides, for the periods indicated, the percentage relationship of the identified consolidated statement of operations items to total revenues.
Total revenues for the first quarter of 2007 remained consistent at $13.0 million compared to $13.0 million for the comparable period of 2006.
Other Products and Services. Revenues from other products and services increased to $779,000 for the three months ended March 31, 2007 compared to $722,000 for the three months ended March 31, 2006. Other products and services includes the sale of equipment associated with our remote capture and ACH products. The increase is attributable to remote capture equipment totaling $384,000. The increase is offset by a $372,000 decrease in promotional gift revenue from our Deposit Plus and Free Checking programs. Revenues from other products and services accounted for 6.0% of total revenues for the three months ended March 31, 2007 compared to 5.5% for the three months ended March 31, 2006.
Cost of Revenues — financial institution services. Cost of revenues for financial institution services increased to $2.4 million for the three months ended March 31, 2007 compared to $2.0 million for the three months ended March 31, 2006. This increase is primarily due to an increase of $653,000 in GTI cost of sales, offset by a $227,000 decrease in cost of revenues primarily related to our Deposit Plus and Free Checking promotional gifts. As a percentage of total revenues, cost of sales for financial institution services increased to 18.7% for the three months ended March 31, 2007 compared to 15.4% for the three months ended March 31, 2006.
Cost of Revenues — retail inventory management services. Cost of revenues related to retail inventory management services decreased 15% to $209,000 for the three months ended March 31, 2007 compared to $247,000 for the three months ended March 31, 2006. This decrease is primarily due to a decline in salaries and benefits expense related to our point-of-sale customer support department. As a percentage of total revenues, cost of sales for retail inventory management services decreased to 1.6% for the three months ended March 31, 2007 compared to 1.9% for the three months ended March 31, 2006.
General and Administrative. General and administrative expenses increased 14% to $5.5 million for the three months ended March 31, 2007 compared to $4.8 million for the three months ended March 31, 2006. General and administrative expenses include the cost of our executive, finance, human resources, information and support services, administrative functions and general operations. The increase is primarily due to additional general and administrative expenses of $506,000 associated with GTI. This increase includes severance charges of $557,000 for the former president of GTI and an administrative person. The remaining increase relates to increases in consulting and accounting fees. As a percentage of total revenue, general and administrative expenses increased to 41.9% for the three months ended March 31, 2007 compared to 36.7% for the three months ended March 31, 2006.
Selling and Marketing. Selling and marketing expenses decreased 9% to $4.5 million for the three months ended March 31, 2007 compared to $4.9 million for the three months ended March 31, 2006. Selling and marketing expenses includes cost of wages and commissions paid to our sales force, travel costs of the sales force, recruiting for new sales and marketing personnel and marketing fees associated with direct and telemarketing programs. The decrease was primarily due to a decline in commission expense due to lower revenues associated with the Business Manager products. As a percentage of total revenue, selling and marketing expenses were 34.5% and 37.8% for the three months ended March 31, 2007 and March 31, 2006, respectively.
Research and Development. Research and development expenses increased to $455,000 for the three months ended March 31, 2007 compared to $131,000 for the three months ended March 31, 2006. Research and development expenses includes the non-capitalizable direct costs associated with developing new versions of our software, as well as other software development projects that, in accordance with GAAP, we do not capitalize. The increase was primarily due to research and development activities for our remote capture and ACH products. As a percentage of total revenues, research and development expenses increased to 3.5% for the three months ended March 31, 2007 compared to 1.0% for the three months ended March 31, 2006.
Amortization. Amortization expense increased to $500,000 for the three months ended March 31, 2007 compared to $463,000 for the three months ended March 31, 2006. These expenses include the cost of amortizing intangible assets, including trademarks and software development costs, as well as identified intangibles recorded in connection with our acquisitions.
Other Operating Expense, Net. Other operating expense, net for the three months ended March 31, 2007 totaled $5,000 compared to $109,000 for the three months ended March 31, 2006. This decrease is due to an approximate $112,000 charge related to the write-off of debt issuance costs associated with an amendment to a prior debt facility on January 23, 2006.
Operating (Loss) Income. As a result of the above factors, the Company incurred an operating loss of $530,000 for the three months ended March 31, 2007 compared to operating income of $362,000 for the three months ended March 31, 2006. As a percentage of total revenue, operating loss was (4.1)% for the three months ended March 31, 2007 and operating income for the three months ended March 31, 2006 was 2.8% of total revenue.
Interest Expense, Net. Interest expense, net decreased to $83,000 for the three months ended March 31, 2007 compared to $655,000 for the three months ended March 31, 2006. The decrease for the first three months of 2007 is primarily due to the large debt outstanding for the first quarter of 2006 as compared to the first quarter of 2007. Our average debt outstanding in the first quarter of 2007 was approximately $3.3 million compared to approximately $28.0 million for the first quarter of 2006. For the first quarter ended March 31, 2007 and 2006, interest expense included approximately $29,000 and $89,000 of debt issuance cost amortization, respectively. Also included in interest expense during the first quarter of 2006 is debt discount amortization of $75,000.
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Income Tax Benefit. We had an income tax benefit of approximately $236,000 for the three months ended March 31, 2007 compared to a benefit of $112,000 for the three months ended March 31, 2006. We expect our effective tax rate to be approximately 38.5% in 2007 as compared to 20.1% in 2006. The variance between years is due to 2006 including several large GAAP expenses related primarily to our recapitalization in the fourth quarter of 2006 that were not deductible for tax purposes.
Critical Accounting Policies
Please refer to our Form 10-K for the year-ended December 31, 2006 for a complete discussion of our critical accounting policies.
Liquidity and Capital Resources
The following table sets forth the elements of our cash flow statement for the following periods:
| | Three Months Ended | |
| | March 31, | |
| | 2007 | | 2006 | |
| Net cash (used in) provided by operating activities | $ | (981 | ) | $ | 1,959 | |
| Net cash used in investing activities | | (5,271 | ) | | (16,973 | ) |
| Net cash provided by financing activities | | 1,301 | | | 16,237 | |
Cash from Operating Activities
Cash used in operations for the quarter ended March 31, 2007 totaling $1.0 million was primarily attributable to our operating results plus non-cash depreciation and amortization expense of $1.0 million as well as a change in working capital of $1.5 million. The change in working capital of $1.5 million was due primarily to decreases in accounts payable of $561,000, accrued liabilities of $934,000, and deferred revenue of $394,000, partially offset by a decrease in accounts receivable of $460,000 during the quarter. For the quarter ended March 31, 2006, cash provided by operations totaled $2.0 million.
Cash from Investing Activities
Cash used in investing activities totaling $5.3 million consisted primarily of business acquisitions, purchases of fixed assets and expenditures for software development costs. Total capital expenditures, including software development costs, totaled $1.5 million for the quarter ended March 31, 2007. These expenditures primarily related to the purchase of computer equipment, computer software, software development services, furniture and fixtures, and leasehold improvements. During the first quarter of 2007, we used approximately $4.5 million, net of cash acquired, to acquire the operating assets of CBS. As compared to the first quarter of 2006, total cash used in investing activities was $17.0 million consisting primarily of business acquisitions, lease receivable collections, purchases of fixed assets and capitalization of software development costs.
Cash from Financing Activities
Cash from financing activities primarily relates to borrowings from our credit facility and repayments of non-recourse lease financing notes payable. During the first quarter of 2007, net cash provided by financing activities was $1.3 million and was attributable primarily to borrowings of $2.0 million from our amended and restated credit facility with Bank of America. For the first quarter of 2006, cash provided by financing activities totaled $16.2 million, and was attributable primarily to new borrowings of $17.2 million from our amended and restated credit facility with Bank of America, net of $425,000 in debt issuance costs.
Analysis of Changes in Working Capital
As of March 31, 2007, we had working capital of approximately $2.9 million compared to working capital of approximately $5.7 million as of December 31, 2006. The change in working capital resulted primarily from decreases in cash of $5.0 million, accounts payable of $528,000 and accrued liabilities of $1.4 million. The decrease in cash was primarily the result of completing the CBS acquisition on March 14, 2007.
We believe that the existing cash available, future operating cash flows and our amended and restated credit facility will be sufficient to meet our working capital, debt service and capital expenditure requirements for the next twelve months. Furthermore, we expect to be in compliance with the financial covenants of our new credit facility throughout 2007. There can be no assurance that we will have sufficient cash flows to meet our obligations or that we will remain in compliance with the new covenants. Non-compliance with these covenants could have a material adverse effect on our operating and financial results.
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In the future, we may acquire businesses or products that are complementary to our business, although we cannot be certain that we will make any acquisitions. The need for cash to finance additional working capital or to make acquisitions may cause us to seek additional equity or debt financing. We cannot be certain that financing will be available on terms acceptable to us or at all, or that our need for higher levels of working capital will not have a material adverse effect on our business, financial condition or results of operations.
Obligations and Commitments for Future Payments as of March 31, 2007
The following is a schedule of our obligations and commitments for future payments as of March 31, 2007:
| | | | | | Payments Due by Period |
| | | | | | Less | | | | | | | | | |
| | | | | | Than | | 1-2 | | 3-4 | | 5 Years & |
| Contractual Obligations | | Total | | 1 Year | | Years | | Years | | After |
| | | (In thousands) |
| Revolving line of credit | | $ | 4,500 | | $ | — | | $ | — | | $ | 4,500 | | $ | — |
| Capital lease obligations | | | 1,257 | | | 403 | | | 412 | | | 442 | | | — |
| Non-recourse lease notes payable | | | 5,584 | | | 1,986 | | | 1,706 | | | 1,745 | | | 147 |
| Operating leases | | | 5,213 | | | 2,148 | | | 1,758 | | | 1,307 | | | — |
| Note payable | | | 150 | | | 150 | | | — | | | — | | | — |
| Total contractual cash obligations | | $ | 16,704 | | $ | 4,687 | | $ | 3,876 | | $ | 7,994 | | $ | 147 |
Historical Uses of Debt
On November 30, 2006, we entered into a second amended and restated credit agreement with Bank of America, N.A., The People’s Bank of Winder, and Wachovia Bank, N.A. The Second Amended and Restated Credit Agreement amends and restates in its entirety the amended and restated credit agreement originally dated January 19, 2004, as amended and restated on January 23, 2006 and as further amended on February 17, 2006, April 5, 2006, May 3, 2006, June 15, 2006, and August 31, 2006. In the Second Amended and Restated Credit Agreement and the form of the Second Amended and Restated Note the parties thereto agreed to certain changes from the existing credit agreement, including the following:
- the credit facility was converted to a revolving credit facility in the amount of $40 million, an increase of $15 millionover the previously existing credit facility;
- the maturity of the credit facility was extended from January 23, 2008 to November 30, 2009 with an option, conditionedupon the consent of the lenders, to extend the maturity for 12 additional months;
- the Funded Debt to EBITDA Ratio under the credit facility was increased from 2.25 (times) to 3 (times);
- Wachovia Bank, N.A. joined as a participant in the credit facility; and
- the limit on capital expenditures in the credit facility was increased from $3 million to $5 million per fiscal year.
Our Bank of America credit facility contains financial covenants, including the maintenance of financial ratios and limits on capital expenditures. We are required to maintain on a quarterly basis a ratio of Funded Debt (as defined in the credit agreement and generally including all liabilities for borrowed money) to EBITDA as defined in the debt agreement. We are required to maintain on a quarterly basis a ratio of Funded Debt to EBITDA not exceeding 3:1. This ratio is calculated (a) at the end of each fiscal quarter, using the results of the twelve-month period ending with the fiscal quarter and after giving pro forma effect, as defined in the debt agreement, to any acquisition made during such period and (b) on the date of any borrowing under the credit facility, using EBITDA for the most recent period and Funded Debt after giving pro forma effect to such borrowing. We are also required to maintain for the 12-calendar month period ending on the last day of each calendar quarter, a Fixed Charge Coverage Ratio (as defined) of: 2.0:1. In addition, we may not acquire fixed assets (other than any equipment purchased by KVI Capital with proceeds of non-recourse loans) having a value greater than $5.0 million during any 12-month period ending with each fiscal quarter. The credit agreement also contains customary negative covenants, including but not limited to a prohibition on declaring and paying any cash dividends on any class of stock.
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As of March 31, 2007, we were in compliance with all restrictive financial and non-financial covenants contained in the Bank of America credit facility.
Off-Balance Sheet Arrangements
As of March 31, 2007 and as of the date of this report, we did not have any off-balance sheet arrangements as defined by Item 303(a)(4) of Regulation S-K.
Recent Accounting Pronouncements
Income Taxes
On January 1, 2007, the Company adopted the Financial Accounting Standards Board (FASB) Interpretation No. 48 (“FIN No. 48”)Accounting for Uncertainty in Income Taxes, which is an interpretation of SFAS No. 109,Accounting for Income Taxes. FIN No. 48 requires a company to evaluate all uncertain tax positions and assess whether it is more likely than not that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. Adoption of FIN No. 48 resulted in an accrual of approximately $456,000 related to uncertain tax positions, which were previously accrued as contingent liabilities, thus there was no cumulative adjustment to retained earnings. These uncertain tax positions, if recognized, would not have an effect on the effective tax rate. We have elected to classify interest associated with uncertain tax positions as interest expense in the accompanying consolidated statements of operations. Additionally, penalties associated with uncertain tax positions will be classified as income tax expense in the accompanying consolidated statement of operations. There were no penalties and interest accrued as of January 1, 2007.
We file income tax returns in the U.S. federal jurisdiction and various state jurisdictions. We are no longer subject to U.S. federal tax examinations for any returns before 2003. State jurisdictions that remain subject to examination range from 2000 to 2006.
On September 20, 2006, the FASB issued SFAS No. 157,Fair Value Measurements (“SFAS No. 157”). This new standard provided guidance for using fair value to measure assets and liabilities as required by other accounting standards. Under SFAS No. 157, fair value refers to the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the market in which the reporting entity transacts. SFAS No. 157 must be adopted by the Company effective January 1, 2008, although early application is permitted. We are currently evaluating the effects of SFAS No. 157 upon adoption, however at this time we do not believe that adoption of this standard will have a material affect on our operating results or consolidated financial position.
In June 2006, Emerging Issues Task Force (“EITF”) No. 06-3 was issued to address the treatment of taxes collected by various governmental authorities related to revenue transactions. EITF No. 06-3 requires that all companies make an accounting policy decision as to whether such governmental taxes collected on revenue transactions are accounted for on a gross or net basis. For companies that elect to account for these taxes on a gross basis, then disclosure of the amount included in revenues for each period is required. EITF No. 06-3 is effective for periods beginning after December 15, 2006. We adopted this literature effective January 1, 2007 and have continued to account for all governmental taxes associated with revenue transactions on a net basis.
In February 2007, the FASB issued SFAS No. 159,The Fair Value Option for Financial Assets and Financial Liabilities-Including an Amendment of FASB Statement No. 115(“SFAS No. 159”). SFAS No. 159 permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. This statement is effective for fiscal years beginning after November 15, 2007. We are currently evaluating the effects of SFAS No. 159 upon adoption, however at this time we do not believe that adoption of this standard will have a material affect on our operating results or consolidated financial position.
Seasonality
Historically, we have generally realized lower revenues and income in the first quarter and, to a lesser extent, in the second quarter of each year. We believe that this seasonal decline in revenues is primarily due to a general slowdown in economic activity following the fourth quarter’s holiday season and, more specifically, a decrease in the amount of accounts receivable that our client financial institutions purchase. Therefore, we believe that period-to-period comparisons of our operating results are not necessarily meaningful and that you should not rely on that comparison as an indicator of our future performance. Due to the relatively fixed nature of costs such as personnel, facilities and equipment costs, a revenue decline in a quarter will typically result in lower profitability for that quarter.
Inflation
We do not believe that inflation has had a material effect on our results of operations. There can be no assurance, however, that inflation will not affect our business in the future.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are subject to market risk from exposure to changes in interest rates based on our financing and cash management activities. Currently, our exposure relates primarily to our borrowings under our amended and restated Bank of America credit facility, which accrue interest at LIBOR plus 137.5 basis points or the lender’s base rate (as defined), as we select. We are currently paying interest at an average rate of 7.49% per annum. As of March 31, 2007, $4.5 million was outstanding under this facility. Changes in interest rates that increase the interest rate on the credit facility would make it more costly to borrow under that facility and may impede our acquisition and growth strategies if we determine that the costs associated with borrowing funds are too high to implement those strategies. Changes in interest rates that increase the interest rate by 1.0% would increase our interest expense by approximately $45,000 per year.
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, 2007, 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 effective 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.
During the quarter ended, March 31, 2007, we implemented additional controls relating to our financial reporting activities. In January 2007, we hired a financial reporting manager that began employment on March 30, 2007. Additionally, we formalized the involvement of Scott Meyerhoff, Executive Vice President, who previously served as the chief financial officer for a reporting company, in our review and accounting for non-routine transactions.
Other than the additions noted above, there were no changes in our internal control over financial reporting identified in the evaluation that occurred during the first quarter of fiscal year 2007 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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Part II Other Information
Item 1A. Risk Factors
RISK FACTORS
This section summarizes certain risks, among others, that shareholders and prospective investors should consider. Many of these risks are discussed in other sections of this report. If any of the following risks actually occurs, our business, financial condition or results of operations could be materially adversely affected. In such case, the trading price of our common stock could decline and you may lose all or part of your investment. These risks are not the only ones we face. Additional risks of which we are presently unaware or that we currently consider immaterial may also impair our business operations and hinder our financial performance.
Risks Related to Our Business
We generate a significant amount of our revenues from our accountsreceivable financing solution and our retail inventorymanagement services, and those revenues have declined in recentyears. If these trends continue, our financial performance maybe materially and adversely affected.
For the quarter ended March 31, 2007, we derived approximately 42% of our consolidated revenues from participation fees, license fees, insurance brokerage fees, and maintenance fees from BusinessManager, our accounts receivable financing solution, and approximately 16% of our consolidated revenues from fees generated by RMSA, our retail inventory management services product. We expect to continue to generate a substantial portion of our revenues from BusinessManager and RMSA during 2007 and for some period thereafter. In recent years, our revenues from BusinessManager and RMSA have declined from year-to-year. If our annual revenues from BusinessManager or RMSA continue to decline or begin to decline more rapidly, we may not be able to generate sufficient revenues from our other products or services to offset that decline. In addition, we cannot be certain that we will be able to continue to successfully market and sell BusinessManager to both financial institutions and their small business customers or successfully market and sell our RMSA services to small businesses. Our failure to do so, or any events that adversely affect BusinessManager or RMSA, would materially and adversely affect our overall business.
The loss of our chief executive officer or other key employeescould have a material adverse effect on our business.
Mr. Boggs, our chief executive officer, has substantial experience in our industry. Although we maintain key man life insurance on Mr. Boggs and we have an employment agreement with him, our client and marketing relationships would likely be impaired and our business would likely suffer if, for any reason, we lost the services of Mr. Boggs. In addition, we believe that our success as a combined company depends on the continued contribution of a number of our other executive officers or key employees. The loss of services of any of these individuals would similarly adversely affect our business.
Acquisitions could result in integration difficulties,unexpected expenses, diversion of management’s attention andother negative consequences.
Our growth strategy is partly based on making acquisitions. We plan to continue to acquire complementary businesses, products and services. We must integrate the technology, products and services, operations, systems and personnel of acquired businesses, including our recent acquisitions, with our own and attempt to grow the acquired businesses as part of our company. The integration of other businesses is a complex process and places significant demands on our management, financial, technical and other resources. The successful integration of businesses we acquire is critical to our future success, and if we are unsuccessful in integrating these businesses, our financial and operating performance could suffer. The risks and challenges associated with acquisitions include:
- the inability to centralize and consolidate our financial, operational and administrative functions with those of thebusinesses we acquire;
- our management’s attention may be diverted from other business concerns;
- the inability to retain and motivate key employees of an acquired company;
- our entrance into markets in which we have little or no prior direct experience;
- the inability to prepare and file with the SEC in a timely manner the required financial statements of any businesses weacquire;
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litigation, indemnification claims and other unforeseen claims and liabilities that may arise from the acquisition or operation of acquired businesses;
the costs necessary to complete integration exceeding our expectations or outweighing some of the intended benefits of the acquisitions we close;
the inability to maintain the client relationships of an acquired business; and
the costs necessary to improve or replace the operating systems, products and services of acquired businesses exceeding our expectations.
We may be unable to integrate our acquisitions with our operations on schedule or at all. We cannot assure you that we will not incur large accounting charges or other expenses in connection with any of our acquisitions or that our acquisitions will result in cost savings or sufficient revenues or earnings to justify our investment in, or our expenses related to, these acquisitions. We may acquire companies that have significant deficiencies or material weaknesses in their internal control over financial reporting, which may cause us to fail to meet our reporting obligations, cause our financial statements to contain material misstatements and harm our business and operating results.
If we are unable to successfully integrate the businessoperations of companies we acquire in the future into ourbusiness operations, we will not realize the anticipatedpotential benefits from these acquisitions and our businesscould be adversely affected.
Any future acquisitions we complete will involve the integration of companies that have previously operated independently and may be in markets that are new to us. Successful integration of future acquired businesses with ours entails numerous challenges and will depend on our ability to consolidate operations, systems and procedures, eliminate redundancies and reduce costs. If we are unable to do so, we will not realize any anticipated potential benefits of the acquisitions, and our business and results of operations would be adversely affected.
Because our business involves the electronic storage andtransmission of data, security breaches and computer virusescould expose us to litigation and adversely affect ourreputation and revenue.
Our online transaction processing systems electronically store and transmit sensitive business information of our clients. The difficulty of securely storing confidential information electronically has been a significant issue in conducting electronic transactions. We may be required to spend significant capital and other resources to protect against the threat of security breaches and computer viruses, or to alleviate problems caused by security breaches or viruses. To the extent that our activities or the activities of our clients involve the storage and transmission of confidential information, security breaches and viruses could expose us to claims, litigation and other possible liabilities. Any inability to prevent security breaches or computer viruses could also cause existing clients to lose confidence in our systems and could inhibit our ability to attract new clients.
As an example of the risks of this nature that we faced, in May 2006 our Goldleaf Technologies division suffered an attempt to redirect its clients’ customers to a phishing website to entice them to enter their personal financial information. To ensure the security of the network, Goldleaf Technologies temporarily suspended all Internet access to its website services. Although Goldleaf Technologies does not host any personal data for its community financial institution clients and consequently lost no data in the incident, the interruption of service, the inconvenience to its clients and their customers, the management time required to deal with the issue, and the potential loss of personal data by consumers who may have been enticed to enter their information on the false website have had and may continue to have an adverse effect on our financial performance and business reputation.
If we experience losses, we could experience difficulty meetingour business plan and our stock price could decline.
We may not be able to maintain our financial performance as we implement our business plan. Any failure to achieve and maintain profitability could negatively affect the market price of our common stock. If our revenues decline or grow slower than we anticipate, or if our operating expenses exceed our expectations and cannot be adjusted accordingly, our business operations and financial results will suffer. We anticipate that we will incur significant product development, administrative, and sales and marketing expenses. In light of these expenses, any failure to increase revenues significantly may also harm our ability to achieve and maintain profitability.
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If we are unable to maintain or grow our business, our operatingresults and financial condition would be adversely affected.
In recent years, revenues generated by our accounts receivable financing solution and retail inventory management products and services have declined. We cannot guarantee that our revenues will not continue to decline. If we are unable to grow our business and revenues, our operating results and financial condition would be adversely affected.
If we are unable to manage our growth, our business and resultsof operations could be adversely affected.
Any new sustained growth will place a significant strain on our management systems and operational resources. We anticipate that new sustained growth, if any, will require us to recruit, hire and retain new managerial, finance, sales, marketing and support personnel. We cannot be certain that we will be successful in recruiting, hiring or retaining those personnel. Our ability to compete effectively and to manage our future growth, if any, will depend on our ability to maintain and improve operational, financial and management information systems on a timely basis and to expand, train, motivate and manage our work force. If we begin to grow, we cannot be certain that our personnel, systems, procedures and controls will be adequate to support our operations.
Our business significantly depends on a productive sales force,and our sales force has experienced management and employeeturnover in recent years. If these problems recur, we may not beable to achieve our sales plans or maintain our current level ofsales.
An important part of our sales strategy is to attract, hire and retain qualified sales and marketing personnel to maintain and expand our marketing capabilities. Because competition for experienced sales and marketing personnel is intense, we cannot be certain that we will be able to attract and retain enough qualified sales and marketing personnel or that those we do hire will be able to generate new business at the rate we currently expect. In recent years, we have experienced a significant amount of turnover in the management and personnel of our sales force, which we believe has been a factor in our declining revenues from our accounts receivable financing and retail inventory management products. If we are unable to hire and retain enough qualified sales and marketing personnel, or those we hire are not as productive as we expect, we may not be able to achieve our sales plans or maintain our current level of sales.
Because we have a long sales and implementation cycle for someof our solutions, we face the risk of not closing sales afterexpending significant resources, which could materially andadversely affect our business, financial condition and resultsof operations.
We must expend substantial time, effort and money educating potential clients about the value of some of our solutions, particularly our core data processing solution. We may expend significant funds and management resources during the sales cycle and ultimately fail to generate any revenues. For our core data processing solution, our sales cycle generally ranges between six to nine months, and our implementation cycle generally ranges between six to nine additional months. Many of our other products require similarly long sales and implementation cycles. Our sales cycle for all of our products and services is subject to significant risks and delays over which we have little or no control, including:
our clients’ budgetary constraints;
the timing of our clients’ budget cycles and approval processes;
our clients’ willingness to replace their current vendors;
the success and continued support of our strategic marketing partners’ sales efforts; and
the timing and expiration of our clients’ current license agreements or outsourcing agreements for similar services.
If we are unsuccessful in closing sales after expending significant funds and management resources or if we experience delays as discussed above, our business, financial condition and results of operations will be materially and adversely affected.
Competition, restrictions under our credit facility, marketconditions and other factors may impede our ability to acquireother businesses and may inhibit our growth.
We anticipate that we may derive a portion of our future growth through acquisitions. The success of this strategy depends on our ability to:
identify suitable acquisition candidates;
reach agreements to acquire these companies;
obtain necessary financing on acceptable terms; and
successfully integrate the operations of these businesses.
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In pursuing acquisitions, we may compete with other companies that have similar growth strategies. Many of these competitors are larger and have greater financial, operational and technical resources than we have. This competition may inhibit our ability to acquire businesses that could improve our growth or expand our operations.
We may not be able to enter into and successfully implementstrategic alliances, which could limit our ability to grow ourbusiness as we intend.
One element of our growth strategy is to evaluate and pursue strategic alliances that are complementary to our business. However, we may not be able to identify or negotiate strategic alliances on acceptable terms. If we are not able to establish and maintain strategic alliances, we may not be able to fully implement our growth strategy. In addition, pursuing and implementing strategic alliances may cause a significant strain on our management, operational and financial resources that could have a material adverse effect on our results of operations.
We may be unable to market our products and servicessuccessfully to new client financial institutions or to retaincurrent client financial institutions. If we are unable to doso, our business may be materially and adversely affected.
Our success depends to a large degree on our ability to persuade prospective client financial institutions to use our products. Failure to maintain market acceptance, retain clients or successfully expand the products and services we offer could adversely affect our business, operating results and financial condition. We have spent, and will continue to spend, considerable resources educating potential clients about our products and services. Even with these educational efforts, however, we may be unable to grow or maintain market acceptance of our products and services or retain our clients. In addition, as we continue to offer new products and expand our services, existing and potential client financial institutions or their small business customers may be unwilling to accept the new products or services.
The failure to execute our growth plans may affect our abilityto remain a publicly traded company.
We intend to grow organically and through acquisitions and strategic alliances. These growth plans will require a substantial expenditure of time, money and other valuable resources. Not only does this take resources away from our current business, but we face the risk that our strategy will not ultimately be successful. In that event, the continued costs associated with being a public company may outweigh the anticipated organic growth of our current business, which could result in our being delisted from the Nasdaq Global Market or engaging in a going private transaction.
Our plans to expand the number of products and services we offermay not be successful and may lower our overall profitmargin.
Part of our business strategy is to expand our offering of products and services. We believe that we can provide these new services profitably, but they may generate a lower profit margin than our current products and services. As a result, by offering additional products and services, we may lower our overall profit margin. Although gross revenues would likely increase, the lowering of our profit margin may be viewed negatively by the stock market, possibly resulting in a reduction in our stock price.
We may be unable to compete in our markets, which could cause usnot to achieve our growth plans and materially and adverselyaffect our financial performance.
The market for community financial institutions and small business financial services is highly competitive. We face primary competition from a number of companies that offer to financial institutions products and services that are similar to ours, and many of these competitors are much larger and have more resources than we do. Community financial institution clients that offer BusinessManager, our accounts receivable financing solution, compete with other financial institutions and financing providers that offer lines of credit, amortizing loans, factoring and other traditional types of financing to small businesses. Many of these other financial institutions and financing providers are much larger and more established than we are, have significantly greater resources, generate more revenues and have greater name recognition. In addition, as we expand our service offerings, we may begin competing against companies with whom we have not previously competed. Increased competition may result in price reductions, lower profit margins and loss of our market share, any of which could have a material adverse effect on our business, operating results and financial condition. Both our traditional and new competitors may develop products and services comparable or superior to those that we have developed or adapt more quickly to new technologies, evolving industry trends or changing small business requirements.
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We may be unable to protect our proprietary technologyadequately, which may have a material adverse effect on ourrevenue, our prospects for future growth and our overallbusiness.
Our success depends largely upon our ability to protect our current and future proprietary technology through a combination of copyright, trademark, trade secret and unfair competition laws. Although we assess the advisability of patenting any technological development, we have historically relied on copyright and trade secret law, as well as employee and third-party non-disclosure agreements, to protect our intellectual property rights. The protection afforded by these means may not be as complete as patent protection. We cannot be certain that we have taken adequate steps to deter misappropriation or independent development of our technology by others. Although we are not currently subject to any dispute regarding our proprietary technology, any claims of that nature brought or resolved against us could have a material adverse effect on our business, operating results and financial condition.
If our products or services are found to infringe theproprietary rights of others, we may be required to change ourbusiness practices and may also become subject to significantcosts and monetary penalties.
Others may claim that our proprietary technology infringes their intellectual property. Any claims of that nature, whether with or without merit, could:
be expensive and time-consuming to defend;
cause us to cease making, licensing or using products that incorporate the challenged intellectual property;
require us to redesign our products, if feasible;
divert our management’s attention and resources; and
require us to enter into royalty or licensing agreements to obtain the right to use necessary technologies.
Others may assert infringement claims against us in the future with respect to our current or future products and services. In that event, we cannot be certain that those claims will be resolved in our favor. Although we are not currently engaged in any dispute of that nature, any infringement claims resolved against us could have a material adverse effect on our business, operating results and financial condition.
The failure of our network infrastructure and equipment couldhave a material adverse effect on our business.
Failure of our network infrastructure and equipment, as well as the occurrence of significant human error, a natural disaster or other unanticipated problems, could halt our services, damage network equipment and result in substantial expense to repair or replace damaged equipment. In addition, the failure of our telecommunication providers to supply necessary services to us could also interrupt our business, particularly the application hosting and transaction processing services we offer to our client financial institutions via secure Internet connections. The inability to supply these services to our clients could negatively affect our business, reputation, operating results and financial condition. Currently, we have only one core data and two item processing centers. Interruption in our processing or communications services could delay transfers of our clients’ data, or damage or destroy the data. Any of these occurrences could result in lawsuits or loss of clients and may also harm our reputation.
We rely on the technological infrastructure of our clientfinancial institutions and their individual customers, and anyfailure of that infrastructure could have a material adverseeffect on our revenue and our business.
The success of the products and services we offer depends, to a degree, on the technological infrastructure and equipment of our client financial institutions and their small business customers. We provide application hosting and transaction processing services to our clients that require some level of integration with the client’s technological infrastructure. Proper technical integration between our clients and us is critical to our being able to provide the services we have agreed to provide. A failure of a client’s infrastructure for any reason could negatively affect our business, financial condition and results.
Increased fraud committed by small businesses and increaseduncollectible accounts of small businesses may adversely affectour accounts receivable financing business.
Small business customers of our financial institution clients sometimes fraudulently submit artificial receivables to our clients. In addition, small business customers may keep cash payments that their consumers mistakenly send to them instead of our financial institution clients. Our clients are also susceptible to uncollectible accounts from their small business customers. Many of our clients purchase insurance through us to insure against some of these risks. If the number and amount of fraudulent or bad debt claims increase, our clients may decide to reduce or terminate their use of our accounts receivable financing products and services, reducing our ability to attract and retain revenue-producing clients and to cross-sell our other products and services to them. Further, our insurance carrier providing coverage for the insurance products may increase rates or cancel coverage, reducing our ability to produce revenue and reducing our margins on that business.
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We could be sued for contract or product liability claims thatexceed our available insurance coverage, which could have amaterial adverse effect on our business, financial condition andresults of operations.
Failures in the products and services we provide could result in an increase in service and warranty costs or a claim for substantial damages against us. We can give no assurance that the limitations of liability in our contracts would be enforceable or would otherwise protect us from liability for damages. We maintain general liability insurance coverage, including coverage for errors and omissions in excess of the applicable deductible amount. We can give no assurance that this coverage will continue to be available on acceptable terms or will be available in sufficient amounts to cover one or more large claims, or that the insurer will not deny coverage as to any future claim. The successful assertion of one or more large claims against us that exceeds available insurance coverage, or the occurrence of changes in our insurance policies, including premium increases or the imposition of large deductible or coinsurance requirements, could have a material adverse effect on our business, financial condition and results of operations. Further, any litigation, regardless of its outcome, could result in substantial cost to us and divert management’s attention from our operations. Any contract liability claim or litigation against us could have a material adverse effect on our business, financial condition and results of operations. In addition, because some of our products and services affect the core business processes of our community financial institution clients, a failure or inability to meet a client’s expectations could seriously damage our reputation and negatively affect our ability to attract new business.
We may not have adequate capital to support our planned growth,which could significantly impair our ability to add new productsor services.
A significant part of our growth plans rests on the development of new products, strategic acquisitions and the formation of strategic alliances for our primary products. To execute our growth plans as we intend, we may need additional capital. Market conditions when we need this capital may preclude access to new capital of any kind or to capital on terms acceptable to us. Any of these developments could significantly hinder our ability to add new products or services, pursue strategic acquisitions or enter into strategic alliances.
If our products and services contain errors, we may lose clientsand revenues and be subject to claims for damages.
Our new products and services, and enhancements to our existing products and services, may have undetected errors or failures, despite testing by our current and potential clients and by us. If we discover errors after we have introduced a new or updated product to the marketplace, we could experience, among other things:
delayed or lost revenues while we correct the errors;
a loss of clients or the delay or failure to achieve market acceptance; and
additional and unexpected expenses to fund further product development.
Our agreements with our clients generally contain provisions designed to limit our exposure to potential product liability claims, such as disclaimers of warranties and limitations on liability for special, consequential and incidental damages. These provisions may not be effective because of existing or future federal, state or local laws or ordinances, or unfavorable judicial decisions. If our products and services fail to function properly, we could be subject to product liability claims, which could result in increased litigation expense, damage awards and harm to our business reputation.
Technological changes may reduce the demand for our products andservices or render them obsolete, which would reduce our revenueand income.
The introduction of new technologies and financial products and services can render existing technology products and services obsolete. We expect other vendors to introduce new products and services, as well as enhancements to their existing products and services, which will compete with our current products and services. To be successful, we must anticipate evolving industry trends, continue to apply advances in technology, enhance our existing products and services and develop or acquire new products and services to meet the demands of our clients. We may not be successful in developing, acquiring or marketing new or enhanced products or services that respond to technological change or evolving client needs. We may also incur substantial costs in developing and employing new technologies. If we fail to adapt to changes in technologies, we could lose clients and revenues, and fail to attract new clients or otherwise realize the benefits of costs we incur.
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Examination of our business by regulatory agencies could causeus to incur significant expenses, and failure to remedy anyidentified deficiency would adversely affect our business.
We are subject to federal and state examination under the authority of the Bank Service Company Act and must comply with the Gramm-Leach-Bliley Act and other laws and regulations that apply to depository and financial institutions. Bank regulators have broad supervisory authority to require the correction of any deficiencies or other negative findings identified in any such examination. Efforts to correct any deficiency or to otherwise comply with existing regulations could result in substantial costs and divert our management’s attention and resources. The failure to adequately correct any deficiency or to comply with existing regulations could result in the imposition of monetary penalties or prevent us from offering one of our products or services to some our clients and could have a substantial negative effect on our business and operations.
Governmental laws and regulations may adversely affect us bymaking it more costly and burdensome to conduct our business oroperations.
Federal, state or foreign authorities could adopt new laws, rules or regulations relating to the financial services industry and the protection of consumer personal information belonging to financial institutions that affect our business. Those laws and regulations may address issues such as end-user privacy, pricing, content, characteristics, taxation and quality of services and products. Adoption of these laws, rules or regulations could render our business or operations more costly and burdensome and could require us to modify our current or future products or services.
Risks Related to Our Industry
We depend heavily on a single industry and any downturn in thatindustry would materially and adversely affect our business andoperations.
We sell our financial institution products and services almost exclusively to financial institutions, primarily community financial institutions. As a result, any events that adversely affect the industry in general and community financial institutions in particular, such as changed or expanded financial institution regulations, could adversely affect us and our operations. A downturn in this industry would have a substantial negative effect on our business and operations.
Financial institutions are subject to industry consolidation,and we may lose clients with little notice, which couldadversely affect our revenues.
The financial institution industry is prone to consolidations that result from mergers and acquisitions. Other financial institutions that do not use our products and services may acquire our existing clients and then convert them to competing products and services. Most of our contracts provide for a charge to the client for early termination of the contract without cause, but these charges are insufficient to replace the recurring revenues that we would have received if the financial institution had continued as a client.
The banking industry is highly regulated, and changes in bankingregulations could negatively affect our business.
Our financial institution clients are subject to the supervision of several federal, state and local government regulatory agencies, and we must continually ensure that our products and services work within the extensive and evolving regulatory requirements applicable to our financial institution clients. Regulation of financial institutions, especially with respect to accounts receivable services such as BusinessManager, can indirectly affect our business. While the use of our products by financial institutions is either not subject to, or is currently in compliance with, banking regulations, a change in regulations or the creation of new regulations on financial institutions, including modifying a financial institution’s ability to offer products and services similar to ours, could prevent or lessen the use of our products and services by financial institutions, which would have a substantial negative effect on our business and operations.
Risks of Owning Our Common Stock
Our stock price is volatile and any investment in our commonstock could suffer a decline in value.
The market price of our common stock has been subject to significant fluctuations and may continue to be volatile in response to:
actual or anticipated variations in quarterly revenues, operating results and profitability;
changes in financial estimates by us or by a securities analyst who covers our stock;
publication of research reports about our company or industry;
conditions or trends in our industry;
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stock market price and volume fluctuations of other publicly-traded companies and, in particular, those whose businesses involve technology products and services for financial institutions;
announcements by us or our competitors of technological innovations, new services, service enhancements, significant contracts, acquisitions, commercial relationships, strategic partnerships, divestitures, technological innovations, new services or service enhancements;
announcements of investigations or regulatory scrutiny of our operations or lawsuits filed against us;
the passage of legislation or other regulatory developments that adversely affect us, our clients or our industry;
additions or departures of key personnel; and
general economic conditions.
We believe that period-to-period comparisons of our results of operations are not necessarily meaningful. We can provide no assurance that future revenues and results of operations will not vary substantially. In the past, securities class action litigation has often been instituted against companies following periods of volatility in their stock price. This type of litigation could result in substantial costs and divert our management’s attention and resources.
If we are required to restate or reissue our financialstatements, the price of our stock may decline significantly.
We believe that we have prepared our financial statements in accordance with generally accepted accounting principles and the SEC’s regulations. We base these financial statements on our interpretation of those regulations, our use of estimates and assumptions and our internal controls. We may make faulty judgments, errors and mistakes regarding these matters, however, particularly in the context of accounting for acquisitions. As a result of the complexity of these matters and our rate of growth, our financial statements may contain or may in the future contain mistakes or errors. If we are required to restate our financial statements, it is highly likely that the price of our stock will decline significantly. Further, any exchange on which our stock may then be traded may suspend trading on our stock, in which case it is highly likely that the market price of our stock will fall significantly when trading resumes.
If we fail to maintain adequate internal controls over financial reporting, then our business and operating results could be harmed.
Internal controls over financial reporting are processes designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. We have previously disclosed a material weakness in our internal controls over financial reporting in our annual report on Form 10-K. A failure of our remedial measures to correct this material weakness may cause us to fail to meet our reporting obligations, cause our financial statements to contain material misstatements and harm our business and operating results. Even after effecting remedial measures our internal controls may not prevent all potential errors, because any control system, regardless of its design, can provide only reasonable, and not absolute, assurance that the objectives of the control system will be achieved.
Complying with Section 404 of the Sarbanes-Oxley Act of 2002may strain our resources and distract management.
We will be required to comply with Section 404 beginning with our annual report for our 2007 fiscal year. We expect to incur material costs and to spend significant management time to comply with Section 404. As a result, management’s attention may be diverted from other business concerns, which could have a material adverse effect on our business, financial condition, results of operations and cash flows. In addition, we may need to hire additional accounting and financial staff with appropriate experience and technical accounting knowledge, and we cannot assure you that we will be able to do so in a timely fashion.
In complying with Section 404 of the Sarbanes-Oxley Act of2002, we may detect material weaknesses in our internalcontrols.
When we are required to comply with Section 404 of Sarbanes-Oxley, our annual report on Form 10-K will contain, among other matters, an assessment of the effectiveness of our internal control over financial reporting as of the end of that fiscal year, including a statement as to whether or not our internal control over financial reporting is effective. In the course of our evaluation and testing of internal controls, we may identify areas for improvement in the documentation, design and effectiveness of our internal controls, and these areas of improvement may be material. We cannot assure you that we will not disclose material weaknesses we discover in the course of our testing. Any disclosure of that type may result in a material decline in the trading price of our common stock.
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We do not anticipate paying any dividends on our common stock inthe foreseeable future.
In the foreseeable future, we do not expect to declare or pay any cash or other dividends on our common stock. Our credit facility prohibits our paying cash dividends on our common stock, and we may enter into other borrowing arrangements in the future that restrict our ability to declare or pay cash dividends on our common stock.
We may not be able to use the tax benefit from our operatinglosses.
As of December 31, 2006, we had total net operating losses, or NOLs, of approximately $47.8 million that will expire beginning in 2011 if not used. We acquired approximately $37.6 million of these NOLs in connection with our 2001 merger with Towne Services. Section 382 of the Internal Revenue Code limits the amount of NOLs available to us in any given year. This limitation permits us to realize only a small portion of the potential tax benefit of the NOLs each year. We estimate that we will be able to realize approximately $5.3 million of the Towne Services NOLs, which we recorded as a $1.9 million deferred tax asset at December 31, 2006. We may be unable to use all of these NOLs before they expire.
Provisions in our organizational documents and under Tennesseelaw could delay or prevent a change in control of our company,which could adversely affect the price of our common stock.
Our charter, bylaws and Tennessee law contain provisions that could make it more difficult for a third party to obtain control of us. For example, our charter provides for a staggered board of directors, restricts the ability of shareholders to call a special meeting and prohibits shareholder action by written consent. Our bylaws allow the board to expand its size and fill any vacancies without shareholder approval. In addition, the Tennessee Business Corporation Act contains the Tennessee Business Combination Act and the Tennessee Greenmail Act, which impose restrictions on shareholder actions.
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Part II – Other Information (continued)
Item 6. Exhibits
The exhibits described in the following Index to Exhibits are filed as part of this quarterly report on Form 10-Q.
| Exhibit | | |
| Number | | Description of Exhibit |
| 3.1 | | Amended and Restated Charter of the Company (incorporated by reference to Exhibit 3.1 of Amendment No. 1 to the Company’s Registration Statement on Form S-1 (File No. 33375013) filed with the SEC on May 3, 1999). |
| 3.1.1 | | Charter Amendment dated August 9, 2001 (incorporated by reference to Exhibit 3.3 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2001). |
| 3.1.2 | | Charter Amendment dated August 9, 2001 (incorporated by reference to Exhibit 3.4 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2001). |
| 3.1.3 | | Charter Amendment dated January 16, 2004 (incorporated by reference to Exhibit B of the Company’s Definitive Proxy Statement on Schedule 14A filed with the SEC on December 29, 2003). |
| 3.1.4 | | Charter Amendment dated January 23, 2006 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 26, 2006). |
| 3.1.5 | | Charter Amendment dated January 24, 2006 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K with the SEC on January 26, 2006). |
| 3.1.6 | | Charter Amendment dated May 4, 2006 and effective May 5, 2006 (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the SEC on May 10, 2006). |
| 3.1.7 | | Charter Amendment dated September 8, 2006 (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the SEC on September 8, 2006). |
| 3.2 | | Second Amended and Restated Bylaws of the Company incorporated by reference to Exhibit 3.2 of Amendment No. 1 to the Company’s Registration Statement on Form S-1 (File No. 333-722;75013) filed with the SEC on May 3, 1999). |
| 3.2.1 | | Bylaws Amendment dated January 20, 2004 (incorporated by reference to Exhibit 3.2.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003). |
| 31.1 | | Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 – Chief Executive Officer. |
| 31.2 | | Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 – Chief Financial Officer. |
| 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. |
| 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.
| Goldleaf Financial Solutions, Inc.
(Registrant) |
| |
| Date: May 14, 2007 | By: | /s/ G. Lynn Boggs |
| | | G. Lynn Boggs |
| | | Chief Executive Officer |
| |
| Date: May 14, 2007 | By: | /s/ J. Scott Craighead |
| | | J. Scott Craighead |
| | | Chief Financial Officer |
