UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 2
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| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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| For the quarterly period ended March 31, 2005 |
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| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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| For the transition period from To |
Commission file number 333-109064
WORLDSPAN, L.P.
(Exact name of registrant as specified in its charter)
Delaware |
| 75-3125716 |
(State or other jurisdiction of |
| (I.R.S. Employer Identification No.) |
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300 Galleria Parkway, N.W. |
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Atlanta, Georgia |
| 30339 |
(Address of principal executive offices) |
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Registrant’s telephone number, including area code (770) 563-7400
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.
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Indicate by check mark whether the registrant is an accelerated filer (as defined by Rule 12b-2 of the Act).
o Yes ý No
As of September 26, 2005, Registrant’s parent had outstanding 82,967,548 shares of Class A Common Stock and 11,000,000 shares of Class B Common Stock.
Explanatory Note
This Amendment No. 2 to the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2005 of Worldspan, L.P. is filed solely for the purpose of amending and restating Part I, Item 4, Controls and Procedures, to include a description of our disclosure controls and procedures, the conclusions of the principal executive officer and the principal financial officer as of March 31, 2005 and a description of two changes to our internal control over financial reporting. In addition, in connection with the filing of this Amendment No. 2 to the Quarterly Report on Form 10-Q and pursuant to the rules of the Securities and Exchange Commission, we are including currently dated certifications. Except as described above, no other changes have been made to the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2005. This Amendment No. 2 to the Quarterly Report on Form 10-Q continues to speak as of the date of the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2005, and we have not updated the disclosures contained in this Amendment No. 2 to the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2005 to reflect any events that occurred at a date subsequent to the filing of the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2005.
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ITEM 4. CONTROLS AND PROCEDURES
As of the end of the period covered by this report, we conducted an evaluation, under the supervision and with the participation of our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective to provide reasonable assurance that material information required to be included in our periodic SEC reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. We also reviewed our internal controls, and as previously disclosed in Item 9A of our Form 10-K for the year ended December 31, 2004, we decided to implement two changes that management concluded were reasonably likely to materially affect our internal control over financial reporting.
The first change to our internal controls relates to the transfer of information between our Global Distribution System (“GDS”) and billing systems. Our GDS processes reservations and related transactions created by travel agencies that use our service. Each transaction we process is evaluated to determine whether the transaction represents a billable item. For example, some of the transactions that we process, such as transactions involving an infant passenger or transactions involving multiple passengers in which only one of the passengers pays the bill, create transactions processed by our system that do not produce any revenue. Our GDS contains a primary preventative control that filters out non-billable transactions from the system. The integrity of the primary control is protected by a series of general computer and application controls. We determined that the internal controls could be improved by means of implementing a new complementary control to monitor those transactions that the GDS determined were non-billable. Specifically, we identified that there did not exist a specific monitoring control, in the form of an ongoing management review of the transactions marked as non-billable within the GDS and not transferred to the billing system. The new monitoring control would consist of the collection of the non-billable items and a periodic management review and analysis of the nature of these items to provide additional assurance that these transactions are being properly classified as non-billable transactions. As of March 31, 2005, the implementation of this new monitoring control was in process. We do not believe however that the absence of this new complementary control had any material impact on our financial statements for the three months ended March 31, 2005, given that the primary control, which was designed to ensure that transactions deemed by the GDS to not include a billable item are not transferred to the billing system, was in place and tested as of that date.
The second change to our internal controls relates to the sufficiency of the resources in our finance department. There were a series of events that occurred during the fourth quarter of 2004 and the first quarter of 2005 impacting the sufficiency of resources in our finance
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department. Specifically our former Chief Financial Officer, Michael Wood, left the Company on November 22, 2004. We acted promptly to fill the position on an interim basis and rehired Dale Messick as Senior Vice President - Finance, effective December 1, 2004 (effectively filling the role of principal financial officer until a new Chief Financial Officer could be hired). In addition, there was turnover of finance department staff below the controller level during the fourth quarter of 2004, and in particular during the early part of the first quarter of 2005. Some of these positions were filled during the first quarter, but with personnel that did not have the same history and knowledge of Worldspan. Finally, the finance department resources were further strained by other demands on the department in January and February of 2005 that were occurring simultaneously with the year-end closing activities.
Beginning in the fourth quarter of 2004 and continuing through March 31, 2005, we have undertaken steps to improve the functions of our finance department. We filled our Chief Financial Officer vacancy with the hiring of Kevin W. Mooney, effective March 21, 2005. In addition, during the first quarter of 2005 we hired additional personnel, both as full-time employees and on a contract basis, to work under Mr. Mooney in our finance department. We continue to search aggressively for additional qualified personnel and will continue to supplement our finance staff with contract employees until full-time employees can be hired and trained.
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SIGNATURES
Pursuant to the requirements 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.
| WORLDSPAN, L.P. |
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September 30, 2005 |
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| /s/ Rakesh Gangwal | |
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| By: | Rakesh Gangwal | |
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| Chairman, President and Chief Executive Officer | |
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| and Director | |
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| (principal executive officer) | |
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September 30, 2005 |
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| /s/ Kevin W. Mooney | |
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| By: | Kevin W. Mooney | |
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| Chief Financial Officer | |
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| (principal financial and accounting officer) | |
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