UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 10-K/A
Amendment No. 3

 

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal period ended

September 30, 2012

 

OR

 

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _________________ to _______________

 

Commission File Number 001-35170

 

Universal Business Payment Solutions
Acquisition Corporation
(Exact name of registrant as specified in its charter)

 

Delaware (State or other Jurisdiction of Incorporation or Organization)

90-0632274 (I.R.S. Employer Identification No.)

  

1175 Lancaster Avenue, Suite 100, Berwyn, PA 19312  

 

(Address of Principal Executive Offices including zip code)

 

Registrant’s Telephone Number, Including Area Code (484) 324-7980  

 

Securities Registered Pursuant to Section 12(g) of the Act:

 

Common Stock, $.001 par value per share

 

Name of each exchange on which registered: NASDAQ Capital Market

 

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes ¨   NO x

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes ¨  NO x

 

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.  Yes x  NO ¨

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes x NO ¨

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

 

 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “accelerated filer,” “large accelerated filer,” and “smaller reporting company,” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer  ¨

Accelerated filer  ¨

Non-accelerated filer ¨

Smaller reporting company x

 

Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Act.  Yes ¨  NO x

 

As of March 31, 2012, the aggregate market value of the registrant’s voting stock held by non-affiliates was approximately $37 million based on the number of shares held by non-affiliates as of March 31, 2012, and the last reported sale price of the registrant’s common stock on March 31, 2012.

 

As of January 11, 2013, the latest practicable date, 11,519,094 shares of the registrant’s common stock, $.001 par value per share, were issued and outstanding

 

 

EXPLANATORY NOTE

 

We are filing this Amendment No.3 to Form 10-K for the fiscal year ended September 30, 2012 (“Amended Report”) pursuant to a SEC comment letter dated July 11, 2013. This Amended Report is being filed to amend the disclosures in “Item 15. Exhibits, Financial Statement Schedules” of our Annual Report on Form 10-K for the fiscal year ended September 30, 2012 filed with the SEC on January 14, 2013 (“Original Report”) and as amended and filed with the SEC on January 22, 2013 and June 14, 2013. Item 15 has been changed solely to include the complete text of Item 15 by including in addition to the amended report of an independent registered public accounting firm, the related Exhibits and Financial Statement Schedules. This Amended Report may not reflect events occurring after the filing of the Original Report and subsequent amendments, nor does it modify or update those disclosures presented therein, except with regard to the modifications described in this Explanatory Note. Accordingly, this Amended Report should be read in conjunction with the Original Report and our other reports filed with the SEC subsequent to the filing of our Original Report, including any amendments to those filings.

 

In addition, pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as a result of this Amended Report, the certifications pursuant to Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002, filed and furnished, respectively, as exhibits to the Original Report have been re-executed and re-filed as of the date of this Amended Report and are included as exhibits hereto.

 

 

 

TABLE OF CONTENTS

 

		PAGE
PART IV.
Item 15.  Exhibits, Financial Statement Schedules		4
Signatures		23

 

Part IV

 

Item 15. Exhibits and Financial Statement Schedules.

 

(a)	The following documents are filed as a part of this report:
	1.	Financial Statements: See Index to Financial Statements appearing on page 4 of this report.
	2.	Financial statement schedules: None.
	3.	Exhibits: See Exhibit Index appearing on page 22 of this report.

 

INDEX TO FINANCIAL STATEMENTS

 

	Page No.
Report of Independent Registered Public Accounting Firm	5
Consolidated Balance Sheet	6
Consolidated Statement of Operations	7
Consolidated Statement of Changes in Stockholders’ Equity	8
Consolidated Statement of Cash Flows	9
Notes to Financial Statements	10

 

 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

To the Audit Committee of the

Board of Directors and Shareholders

of Universal Business Payment Solutions Acquisition Corporation

 

We have audited the accompanying consolidated balance sheets of Universal Business Payment Solutions Acquisition Corporation and its Subsidiaries (collectively the “Company”) as of September 30, 2012 and 2011, and the related consolidated statements of operations, changes in stockholders’ equity and cash flows for the year ended September 30, 2012, for the period from November 12, 2010 (inception) through September 30, 2011 and for the period from November 12, 2010 (inception) through September 30, 2012. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Universal Business Payment Solutions Acquisition Corporation and its Subsidiaries, as of September 30, 2012 and 2011, and the results of its operations and its cash flows for the year ended September 30, 2012, for the period from November 12, 2010 (inception) through September 30, 2011 and for the period from November 12, 2010 (inception) through September 30, 2012 in conformity with accounting principles generally accepted in the United States of America.

  

/s/ Marcum llp

 

 Marcum llp

New York, NY
January 14, 2013

 

Universal Business Payment Solutions Acquisition Corporation

(A Company in the Development Stage)

Consolidated Balance Sheet

 

 

		September 30,				September 30,
		2012				2011
Assets
Current assets - Cash and cash equivalents		$	23,692			$	69,121
Cash and cash equivalents held in Trust			68,811,113				68,930,607
Total assets		$	68,834,805			$	68,999,728
Liabilities and Stockholders' Equity
Current Liabilities
Accounts payable and accrued expenses		$	257,872			$	14,272
Notes Payable To Affilliate			335,000				-
Total current liabilities			592,872				14,272
Common Stock, subject to possible redemption, 10,494,067 shares at Sept 30, 2012 and 10,516,291 at September 30, 2011 at redemption value (1)			63,776,921				63,905,632
Commitments and Contingencies
Stockholder's Equity
Preferred stock, $0.01 par value
Authorized 1,000,000 shares, none issued			-				-
Common Stock, $0.001 par value
Authorized 100,000,000 shares;  3,825,626 issued and outstanding  at Sept 30, 2012 and 3,825,709 issued and outstanding September 30, 2011 (which excludes 10,494,067 shares subject to possible redemption at Sept 30 30, 2012 and 10,516,291 shares subject to possible redemption at September 30, 2011)			3,826				3,826
Additional paid-in capital			5,165,954				5,165,954
Accumulated deficit			(704,768	)			(89,956	)
Total Shareholder's Equity			4,465,012				5,079,824
Total Liabilities and Shareholders' Equity		$	68,834,805			$	68,999,728

 

(1) As a result of repurchases of shares of common stock, in connection with the Share Repurchase Plan through September 30, 2011, aggregate shares of common stock subject to possible redemption were 10,516,291 at September 30, 2011 and 10,494,067at September 30, 2012.

 

 The accompanying notes are an integral part of these financial statements.

 

 

Universal Business Payment Solutions Acquisition Corporation

(A Company in the Development Stage)

Consolidated Statement of Operations

 

						For the Period				For the Period
		For the Twelve				November 12, 2010				November 12, 2010
		Months Ended				(Inception) through				(Inception) through
		September 30, 2012				September 30, 2011				September 30, 2012
Related Party Expense		$	(90,000	)		$	(37,500	)		$	(127,500	)
Operating Cost			(547,029	)			(59,775	)			(606,804	)
Total Expense			(637,029	)			(97,275	)			(734,304	)
Interest Income			22,217				7,319				29,536
Net Loss		$	(614,812	)		$	(89,956	)		$	(704,768	)
Weighted average shares outstanding, basic and diluted			3,825,660				3,363,742
Basic and diluted net loss per share		$	(0.16	)		$	(0.03	)

 

The accompanying notes are an integral part of these financial statements.

 

 

Universal Business Payment Solutions Acquisition Corporation

(A Company in the Development Stage)

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

 

For the Period from November 12, 2010 (Inception) to September 30, 2011 and

For the twelve months ended September 30, 2012

 

										Additional
		Common Stock								Paid-In				Accumulated				Shareholder's
		Shares				Amount				Capital				Deficit				Equity
						(1) (2)
Common stock issued November 10, 2010 (Inception) at $0.00839 per share for cash (1)			3,000,000			$	3,000			$	22,000							$	25,000
Proceeds from issuance of Warrant Offering Warrants on May 13, 2011 at $0.50 per warrant for cash											3,480,000								3,480,000
Sale of 12,000,000 Units on May 13, 2011 at $6.00 per Unit, net underwriter's discount of $2,160,000 for cash and net offering cost.			12,000,000				12,000				69,354,994								69,366,994
Net proceeds subject to possible redemption (11,171,999 shares at redemption value)			(11,171,999	)			(11,172	)			(67,691,142	)							(67,702,314	)
Proceeds from issuance of UPO on May 13, 2011 for cash											100								100
Repurchase of 658,000 units at $5.75 per Unit in accordance with Company's Share Repurchase Plan			(658,000	)			(658	)			(3,796,024	)							(3,796,682	)
Reduction of net proceeds subject to possible redemption (2)			655,708				656				3,796,026								3,796,682
Net Loss															(89,956	)			(89,956	)
Balance at September 30, 2011			3,825,709				3,826				5,165,954				(89,956	)			5,079,824
Repurchase of 22,307 units at $5.75 per Unit in accordance with Company's Share Repurchase Plan			(22,307	)			(22	)			(128,689	)							(128,711	)
Reduction of net proceeds subject to possible redemption (2)			22,224				22				128,689								128,711
Net Loss															(614,812	)			(614,812	)
Balance at September 30, 2012			3,825,626			$	3,826			$	5,165,954			$	(704,768	)		$	4,465,012

 

(1)

Reflects the cancellation of 450,000 shares of common stock that were forfeited on June 27,2011 by the initial stockholders upon the underwriter's election not to exercise their over-allotment option (Notes 3 and 8).

(2)

As a result of repurchases of shares of common stock through September 30, 2012, in connection with the Share Repurchase Plan (Note 1) aggregate shares of common stock subject to possible redemption are 10,494,067.

 

The accompanying notes are an integral part of these financial statements.

 

 

Universal Business Payment Solutions Acquisition Corporation

(A Company in the Development Stage)

CONSOLIDATED STATEMENTS OF CHANGES IN CASH FLOWS

 

						For the Period				For the Period
		For the Twelve				November 12, 2010				November 12, 2010
		Months Ended				(Inception) through				(Inception) through
Operating Activities		September 30, 2012				September 30, 2011				September 30, 2012
Net loss		$	(614,812	)		$	(89,956	)		$	(704,768	)
Adjustments to reconcile net loss to net cash provided by operating activities
Change in operating assets and liabilities
Accrued expense			243,600				14,272				257,872
Net cash used in operating activities			(371,212	)			(75,684	)			(446,896	)
Investing Activities
Investment in restricted cash and cash equivalents			(9,217	)			(72,727,289	)			(72,736,506	)
Amounts released from restricted cash and cash equivalents to repurchase shares of common stock			128,711				3,796,682				3,925,393
Net cash provided by (used in) investing activities			119,494				(68,930,607	)			(68,811,113	)
Financing Activities
Proceeds from sale of common stock to initial shareholders			-				25,000				25,000
Proceeds from note payable to affiliate			335,000				125,000				460,000
Repayment of note payable to affiliate			-				(125,000	)			(125,000	)
Proceeds from public offering			-				72,000,000				72,000,000
Proceeds from issuance of warrants			-				3,480,000				3,480,000
Proceeds from sale of unit purchase option			-				100				100
Repurchase of Common Stock			(128,711	)			(3,796,682	)			(3,925,393	)
Payment of offering costs			-				(2,633,006	)			(2,633,006	)
Net cash provided by financing activities			206,289				69,075,412				69,281,701
Net (decrease) increase in cash and cash equivalents			(45,429	)			69,121				23,692
Cash and cash equivalents, beginning			69,121				-				-
Cash and cash equivalents, ending		$	23,692			$	69,121			$	23,692

 

The accompanying notes are an integral part of these financial statements.

 

 

UNIVERSAL BUSINESS PAYMENT SOLUTIONS ACQUISITION CORPORATION

(A Company in the Development Stage)

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2012

 

Note 1—Organization, Business Operations and Liquidity

 

Universal Business Payment Solutions Acquisition Corporation (the “Company”) was incorporated in Delaware on November 12, 2010 as a blank check company whose objective is to acquire, through a merger, share exchange, asset acquisition, stock purchase, plan of arrangement, recapitalization, reorganization or other similar business combination, one or more operating businesses (a “Business Combination”).

 

JP Merger Sub, LLC; Enzo Merger Sub, Inc. and ADC Merger Sub, Inc. were formed in Delaware on June 25, 2012 for the purposes of the transaction more fully described in Note 10 – Subsequent Events.

 

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the accounting and disclosure rules and regulations of the United States Securities and Exchange Commission (“SEC”).

 

On May 13, 2011 the Company completed its initial public offering of shares of its common stock (the “Offering”). All activity prior to May 13, 2011 relates to the Company’s formation and Public Offering described below. All activity from May 13, 2011 through September 30, 2012 relates to the Company’s activities in seeking a Business Combination.

 

The Company is considered to be a development stage company and as such, its financial statements are prepared in accordance with the Accounting Standards Codification (‘‘ASC’’) Topic 915 ‘‘Development Stage Entities.’’ The Company is subject to all of the risks associated with development stage companies. On December 28, 2012, the Company completed a Business Combination, and is no longer in the Development Stage.

 

The registration statement relating to the Offering was declared effective on May 9, 2011. The Company consummated the Offering on May 13, 2011 and received proceeds net of transaction costs of $69,366,994 which is discussed in Note 3 (“Public Offering”) and $3,480,000 from the private placement of warrants to the initial stockholders of the Company and the underwriters of the Offering (“Insider Warrants”) which is described in Note 4 (“Insider Warrants”). The Company’s management had broad discretion with respect to the specific application of the net proceeds of the Offering and Insider Warrants, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination. The Company’s initial Business Combination must be with a target business whose collective fair value is at least equal to 80% of the balance in the Trust Account (as defined herein) at the time of the execution of a definitive agreement for such Business Combination.. An amount of $72,720,000 (including the $3,480,000 of proceeds from the sale of Insider Warrants) was placed in a trust account (‘‘Trust Account’’) for the benefit of the Company and invested in United States treasuries having a maturity of 180 days or less until the earlier of (i) the consummation of the Company’s first Business Combination, (ii) the Company’s failure to consummate a Business Combination within the prescribed time and (iii) such time as the Company’s common stock (the “Common Stock”) traded at or below $5.75 per share, subject to certain criteria discussed below. In the event that the Common Stock trades at or below $5.75 per share, there would be released to the Company from the Trust Account amounts necessary for the Company to purchase up to an average of $1,900,000 worth of shares each month up to an aggregate amount of 50% of the shares sold in the Offering (or 6,000,000 shares). Such purchases were eligible to commence on July 10, 2011 pursuant to a share repurchase plan entered into between the Company and Morgan Stanley & Co. Incorporated. The share repurchase plan between the Company and Morgan Stanley & Co. Incorporated was terminated by mutual agreement of the parties on August 8, 2011 and a new share repurchase plan was simultaneously entered into between the Company and Ladenberg Thalmann (the “Share Repurchase Plan”). The Share Repurchase Plan was terminated on May 18, 2012. Purchases under the Share Repurchase Plan were made only in open market transactions pursuant to the Share Repurchase Plan which required the Company to maintain a limit order for the shares at $5.75 per share during the purchase period. All shares purchased by the Company were cancelled and resumed the status of authorized but unissued shares of the Company. As of September 30, 2012, a total of 680,307 shares had been repurchased at a cost of $3,925,393 under the Share Repurchase Plan. The placing of funds in the Trust Account may not protect those funds from third party claims against the Company. Although the Company will seek to have all vendors, prospective target businesses or other entities it engages, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account, there is no guarantee that they will execute such agreements.

 

 

The Company’s Chief Executive Officer agreed that he will be liable under certain circumstances to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or vendors or other entities that are owed money by the Company for services rendered, contracted for or products sold to the Company. The remaining net proceeds (not held in the Trust Account) may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. Additionally, the interest earned on the Trust Account balance may be released to the Company to fund working capital requirements as well as for any amounts that are necessary to pay the Company’s tax obligations.

 

The Company, after signing a definitive agreement for the acquisition of a target business, was required to provide stockholders who acquired shares in the Offering (“Public Stockholders”) with the opportunity to redeem their shares of common stock for a pro rata interest in the Trust Account. In the event that stockholders owning 93.1% (87.5% as adjusted for repurchases through September 30, 2012) or more of the shares sold in the Offering exercised their redemption rights (the “Redemption Threshold”) described below or are sold to the Company for cancellation, the Business Combination would not be consummated. All of the Company’s stockholders prior to the Offering, including all of the officers and directors of the Company (“Initial Stockholders”), have waived any redemption rights they may have in connection with a Business Combination.

 

With respect to a Business Combination which is consummated, Public Stockholders can demand that the Company redeem their shares of common stock for a full pro rata interest in the Trust Account (initially $6.06 per share and approximately $6.08 per share at September 30, 2012). Accordingly, Public Stockholders holding up to one share less than 93.1% (87.5% as adjusted for repurchases through September 30, 2012) of the aggregate number of shares owned by all Public Stockholders or 10,494,967 shares may seek redemption of their shares in the event of a Business Combination. Notwithstanding the foregoing, the Restated Certificate of Incorporation of the Company provided that a Public Stockholder, together with any affiliate or other person with whom such Public Stockholder is acting in concert or as a “group” (within the meaning of Section 13 of the Securities Exchange Act of 1934, as amended), will be restricted from seeking redemption with respect to an aggregate of more than 10% of the shares sold in the Offering (but only with respect to the amount over 10% of the shares sold in the Offering). A “group” will be deemed to exist if Public Stockholders (i) file a Schedule 13D or 13G indicating the presence of a group or (ii) acknowledge to the Company that they are acting, or intend to act, as a group.

 

If the Company had not completed a Business Combination by February 9, 2013, the Company would have been required to liquidate and distribute its remaining assets, including the Trust Account, to the Public Stockholders and its corporate existence would cease except for the purpose of winding up its affairs.

 

On July 6, 2012, the Company entered into three definitive agreements (the “Acquisition Agreements”) to acquire the following three companies: (i) JetPay, LLC, a Texas limited liability company (“JetPay”) and certain affiliated entities; (ii) Francis David Corporation (d/b/a/ Electronic Merchant Systems), an Ohio corporation (“EMS”) and certain affiliated entities; and (iii) AD Computer Corporation, a Pennsylvania corporation (“ADC”) and certain affiliated entities. The Company’s board of directors approved each of the agreements and the transactions contemplated thereby (collectively, the “Completed Transactions”). On August 10, 2012, the Company entered into amendments with respect to the definitive agreements for the Completed Transactions. On December 11, 2012, the Company, Enzo Merger Sub, Inc. and the Francis David Corporation d/b/a Electronic Merchant Systems mutually agreed to terminate that certain Agreement and Plan of Merger, dated as of July 6, 2012, among the Company, Enzo Merger Sub, Inc., EMS, the stockholders of EMS and James Weiland, as Representative. As a result, the Company is no longer pursing a transaction with EMS. The transactions with JetPay and ADC were consummated on December 28, 2012. A description of the Acquisition Agreements relating thereto and the transactions consummated thereby, is set forth below in Note 10.

 

 

In order to fund its working capital requirements, the Company expects that the historic cash flow of the acquired companies will provide sufficient liquidity to meet its current operating requirements. The Company believes that the investments made by JetPay and ADC in their technology, infrastructure, and sales staff will generate cash flows sufficient to cover our working capital needs and other ongoing needs for capital. The Company’s cash requirements include funding salespeople, paying interest expense and other operating expenses, including taxes, investing in our technology infrastructure, and making acquisitions of businesses or assets.

 

The Company expects to fund its cash needs primarily with cash flow from its operating activities. The Company believes that its current cash balances and cash generated from operations will provide sufficient liquidity to meet its anticipated needs for operating capital for at least the next twelve months. To fund and integrate future acquisitions and new business initiatives, the Company may need to raise additional capital through loans or additional investments from its stockholders, officers, directors, or third parties. There is no assurance that new financing will be available on commercially acceptable terms, if at all.

 

Note 2—Significant Accounting Policies

 

Principals of Consolidation

 

The consolidated financial statements include the accounts of Universal Business Payment Solutions Acquisition Corporation and its wholly owned subsidiaries JP Merger Sub, LLC, Enzo Merger Sub, Inc. and ADC Merger Sub, Inc. All significant inter-company transactions and balances have been eliminated in consolidation.

 

Cash and cash equivalents

 

The Company considers all short-term investments with a maturity of three months or less when purchased to be cash equivalents. The Company maintains cash balances that at times may be uninsured or in deposit accounts that exceed Federal Deposit Insurance Corporation limits. The Company maintains its cash deposits with major financial institutions.

 

Restricted cash and cash equivalents held in trust account

 

The amounts held in the Trust Account represent substantially all of the proceeds of the Offering and are classified as restricted assets since such amounts can only be used by the Company in connection with the consummation of a Business Combination or to repurchase shares.

 

Loss per share

 

Loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. 10,494,067 and 10,513,974 shares of common stock, subject to possible redemption at September 30, 2012 and 2011, respectively, have been excluded from the calculation of basic loss per share since such shares, if redeemed, only participate in their pro rata share of the earnings on the Trust Account. Loss per share assuming dilution would give effective to dilutive options, warrants and other potential common shares outstanding during the period. The Company has not considered the effect of warrants to purchase 18,960,000 shares of common stock or the effect of the unit purchase option in the calculation of diluted loss per share, since the exercise of the warrants and the unit purchase are contingent upon the occurrence of future events.

 

Use of estimates

 

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets or liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

 

Securities held in Trust Account

 

At September 30, 2012, investment securities consisted of United States Treasury securities. The Company classified its securities as held-to-maturity in accordance with ASC 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts.

 

 

A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary.

 

Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion is included in the “interest income” line item in the statements of operations. Interest income is recognized when earned.

 

Fair value measurements

 

Fair value is defined as an exit price, representing the amount that would be received upon the sale of an asset or payment to transfer a liability in an orderly transaction between market participants. Fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or liability. A three-tier fair value hierarchy is used to prioritize the inputs in measuring fair value as follows:

 

	●	Level 1. Observable inputs such as quoted prices in active markets;
	●	Level 2. Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and

 

●

Level 3. Unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions.

 

Assets and liabilities measured at fair value are based on one or more of three valuation techniques identified in the tables below. The valuation techniques are as follows:

 

	(a).	Market approach. Prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities;
	(b).	Cost approach. Amount that would be required to replace the service capacity of an asset (replacement cost); and

 

(c).

Income approach. Techniques to convert future amounts to a single present amount based on market expectations (including present value techniques, option-pricing and excess earnings models).

 

Assets Measured at Fair Value on a Recurring Basis

 

		September				Quoted Prices in Active Markets				Significant Other Observable Inputs				Significant Unobservable Inputs
		30, 2012				(Level 1)				(Level 2)				(Level 3)
Restricted cash and cash equivalents held in trust account		$	68,811,113			$	68,811,113			$	-			$	-

 

Common stock subject to possible redemption

 

The Company accounts for its common stock subject to possible redemption in accordance with the guidance enumerated in ASC 480 “Distinguishing Liabilities from Equity”. Common stock subject to mandatory redemption (if any) is classified as liability instruments and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered by the Company to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly at September 30, 2012, the common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.

 

 

Income taxes

 

The Company accounts for income taxes under ASC 740 Income Taxes (‘‘ASC 740’’). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

 

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company is required to file income tax returns in the United States (federal) and in various state and local jurisdictions. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. The evaluation was performed for the 2010 and 2011 tax years, which will be the only periods subject to examination. The Company believes that its income tax positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in a material changes to its financial position.

 

The Company’s policy for recording interest and penalties associated with audits is to record such interest and penalties as a component of income tax expense. There were no amounts accrued for penalties or interest as of or during the period from November 12, 2010 (inception) through September 30, 2012. Management is currently unaware of any issues under review that could result in significant payments, accruals or material deviations from its position.

 

Recent Accounting Pronouncements

 

Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

 

Subsequent Events

 

Management evaluates events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the review, Management did not identify any recognized or non-recognized subsequent events, other than those discussed in Note 10–Subsequent Events, that would have required adjustment or disclosure in the financial statements (See Note 10–Subsequent Events).

 

Note 3—Public Offering

 

On May 13, 2011 the Company sold 12,000,000 units (“Units”) at a price of $6.00 per unit in the Offering. Each unit consists of one share of the Company’s common stock, par value $0.001, and one warrant (“Warrants”). Each Warrant entitled the holder to purchase one share of the Company’s common stock at a price of $6.90 commencing on the later of the Company’s completion of a Business Combination and May 9, 2012 and was to expire on the earlier of (i) five years from the completion of a Business Combination, (ii) the liquidation of the Trust Account if the Company has not completed a business combination within the required time period or (iii) earlier redemption of the Warrant. All of the Warrants were exchanged on December 28, 2012 such that each Warrant holder received .1333 shares of the common stock of the Company for each Warrant.. In accordance with the warrant agreement relating to the Warrants sold and issued in the Offering, the Company was only required to use its best efforts to maintain the effectiveness of the registration statement covering the Warrants. The Company was not obligated to deliver securities, and there were no contractual penalties for failure to deliver securities, if a registration statement was not effective at the time of exercise. Additionally, in the event that a registration statement was not effective at the time of exercise, the holder of such Warrant was not entitled to exercise such Warrant and in no event (whether in the case of a registration statement not being effective or otherwise) was the Company be required to net cash settle the Warrant exercise.

 

 

The Company paid the underwriters of the Offering an underwriting discount of 3.0% of the gross proceeds of the Offering ($2,160,000). The Company also issued a unit purchase option, for $100, to EarlyBirdCapital, Inc. (“EBC”) or its designees to purchase 600,000 units at an exercise price of $6.60 per unit. The units issuable upon exercise of this option are identical to the units sold in the Offering, with the exception of containing a provision for cashless exercise by EBC. The Company has accounted for the fair value of the unit purchase option, inclusive of the receipt of the $100 cash payment, as an expense of the Offering resulting in a charge directly to stockholders’ equity. The Company estimates that the fair value of this unit purchase option is approximately $1,053,551 (or $1.76 per unit) using a Black-Scholes option-pricing model. The fair value of the unit purchase option granted to EBC is estimated as of the date of grant using the following assumptions: (1) expected volatility of 35.0%, (2) risk-free interest rate of 2.07% and (3) expected life of five years. The unit purchase option may be exercised for cash or on a “cashless” basis, at the holder’s option (except in the case of a forced cashless exercise upon the Company’s redemption of the Warrants, as described above), such that the holder may use the appreciated value of the unit purchase option (the difference between the exercise prices of the unit purchase option and the underlying Warrants and the market price of the Units and underlying shares of common stock) to exercise the unit purchase option without the payment of any cash. The Company will have no obligation to net cash settle the exercise of the unit purchase option or the Warrants underlying the unit purchase option. The holder of the unit purchase option will not be entitled to exercise the unit purchase option or the Warrants underlying the unit purchase option unless a registration statement covering the securities underlying the unit purchase option is effective or an exemption from registration is available. If the holder is unable to exercise the unit purchase option or underlying Warrants, the unit purchase option or Warrants, as applicable, will expire worthless.

 

Note 4—Insider Warrants

 

Simultaneously with the Offering, certain of the Initial Stockholders and the underwriters of the Offering purchased 6,960,000 Insider Warrants at $0.50 per warrant (for an aggregate purchase price of $3,480,000) from the Company. All of the proceeds received from these purchases were placed in the Trust Account. The Insider Warrants were identical to the warrants underlying the Units sold in the Offering except that: (i) the Insider Warrants were purchased pursuant to an exemption from the registration requirements of the Securities Act, (ii) the Insider Warrants were non-redeemable and (iii) the Insider Warrants were exercisable on a ‘‘cashless’’ basis, in each case, if held by the initial holders or permitted assigns. All of the Warrants were exchanged on December 28, 2012 such that each Warrant holder received .1333 shares of common stock of the Company for each Warrant.

 

The Initial Stockholders are entitled to registration rights with respect to their founding shares. The holders of the majority of the founding shares are entitled to demand that the Company register these shares at any time commencing three months prior to the first anniversary of the consummation of a Business Combination. The holders of the Insider Warrants (or underlying shares of common stock) were entitled to demand that the Company register these securities at any time after the Company consummates a Business Combination. Pursuant to the terms of the unit purchase option, the holders of the unit purchase option will be entitled to registration rights with respect to the securities. In addition, the Initial Stockholders and holders of the Insider Warrants (or underlying shares of common stock) have certain “piggy-back” registration rights on registration statements filed after the Company’s consummation of a Business Combination.

 

Note 5—Investment in Trust Account

 

Subsequent to the Offering, the net proceeds of the Offering totaling $72,720,000 were deposited into an interest-bearing trust account and invested only in United States “government securities” (within the meaning of Section 2(a)(16) of the Investment Company Act of 1940) having a maturity of 180 days or less until the earlier of either (i) the consummation of a Business Combination or (ii) liquidation of the Company.

 

 

As of September 30, 2011, investment securities in the Company’s Trust Account consisted of $10,000,000 in United States Treasury Bills and $58,811,113 in a “held as cash” account. The Company classifies its United States Treasury and equivalent securities as held-to-maturity in accordance with FASB ASC 320, “Investments – Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheets and adjusted for the amortization or accretion of premiums or discounts. The carrying amount, excluding accrued interest income, gross unrealized holding gains and fair value of held-to-maturity securities at September 30, 2012 are as follows:

 

		Carrying Amount				Unrealized Holding Gains				Fair Value
Held-to-Maturity U.S. Treasury Securities		$	10,000,000			$	-			$	10,000,000

 

Note 6—Notes Payable to Stockholders

 

From December 6, 2010 through August 20, 2012, the Company issued a series of principal amount unsecured promissory notes to UBPS Services, LLC, an entity controlled by Mr. Shah totaling $335,000. These notes were non-interest bearing and were paid upon consummation of the Completed Transactions.

 

Note 7—Commitments

 

The Company granted the underwriters of the Offering a 45 day option to purchase up to an additional 1,800,000 Units to cover over-allotments, if any. The underwriters elected not to exercise the over-allotment option and the over-allotment option expired on June 27, 2011.

 

The Company presently occupies office space provided by an affiliate of the Company’s Chairman and Chief Executive Officer. Such affiliate has agreed that, until the Company consummates a Business Combination, it will make such office space as well as certain office and secretarial services available to the Company, as may be required by the Company from time to time. The Company has agreed to pay such affiliate an aggregate of $7,500 per month for such services commencing on May 9, 2011. Payments made under this agreement amounted to $437,500 and $90,000 for the fiscal years ended September 30, 2011and September 30, 2012 respectively. Upon consummation of the Completed Transactions, this arrangement was terminated.

 

The Company has engaged EBC on a non-exclusive basis to act as its advisor and investment banker in connection with its initial Business Combination. EBC will provide the Company with assistance in negotiating and structuring the terms of its initial Business Combination. The Company will pay EBC a cash fee of $2,070,000 for such services upon the consummation of its initial Business Combination.

 

Note 8 — Income Taxes

 

The Company’s deferred tax assets are as follows at September 30, 2012 and 2011:

 

		2012				2011
Net operating loss carryforwards		$	249,106			$	35,982
Total deferred tax assets		$	249,106			$	35,982
Less: valuation allowance			(249,106	)			(35,982	)
Net deferred tax assets			-				-

 

 

The Company has a net operating loss of approximately $623,000 that expires at various times through 2032. The ultimate realization of the net operating loss is dependent upon future taxable income, if any, of the Company and may be limited in any one period by alternative minimum tax rules. Although management believes that the Company will have sufficient future taxable income to absorb the $622,965 net loss carryovers before the expiration of the carryover period, there may be circumstances beyond the Company’s control that limit such utilization. Accordingly, management has determined that a full valuation allowance of the deferred tax asset is appropriate as of September 30, 2012.

 

Internal Revenue Code Section 382 imposes limitations on the use of net operating loss carryovers when the stock ownership of one or more 5% shareholders (shareholders owning more than 5% of the Company’s outstanding capital stock) has increased on a cumulative basis more than 50 percentage points within a period of two years. Management cannot control the ownership changes occurring as a result of public trading of the Company’s Common Stock. Accordingly, there is a risk of an ownership change beyond the control of the Company that could trigger a limitation of the use of the loss carryover.

 

The Company increased the valuation allowance from $35,982 at September 30, 2011 to $249,106 at September 30, 2012, which fully offset the deferred tax asset of $249,106. The deferred tax asset results from applying an effective combined federal and state tax rate of 40% to the net operating losses of approximately $623,000. Effective tax rates differ from statutory rates.

 

A reconciliation of the statutory tax rate to the Company’s effective tax rate as of September 30, 2011 and 2012 is as follows:

 

		2012				2011
Tax benefit at federal statutory rate			(34.0	)%			(34.0	)%
State income tax			(6.0	)%			(6.0	)%
Other Permanent Differences			5.3	%			-%
Increase in valuation allowance			(34.7	)%			40.0	%
Effective income tax rate			-%				-%

 

Note 9—Shareholders’ Equity

 

Preferred Stock

 

The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s board of directors.

 

As of September 30, 2012, there are no shares of preferred stock issued or outstanding.

 

Common Stock

 

The Company is authorized to issue 100,000,000 shares of common stock with a par value of $0.001 per share.

 

In connection with the organization of the Company, on December 6, 2010, a total of 3,450,000 shares of the Company’s shares of common stock were sold to the Initial Stockholders at a price of $0.00725 per share for an aggregate of $25,000.

 

On August 10, 2011, the Company repurchased 329,000 shares of its common stock under the Share Repurchase Plan, and on September 1, 6, and 12, 2011, the Company repurchased an additional 329,000 shares in aggregate. On October 27, 2011 the Company repurchased an additional 2,328 shares, and the Company repurchased an additional 19,979 shares on March 14, 2012. All such shares were purchased at the price of $5.75 per share in accordance with the Share Repurchase Plan. A total of $3,925,393 was withdrawn from the Company’s trust account to complete such repurchases. The repurchased shares were subsequently cancelled.

 

 

As of September 30, 2012, 14,319,693 shares of common stock were issued and outstanding, following the cancellation of 450,000 shares which were forfeited by the Initial Shareholders upon the underwriters’ election not to exercise their over-allotment option; and the repurchase and subsequent cancellation of 658,000 shares under the Company’s Share Repurchase Plan. In addition, 750,000 of such shares are subject to forfeiture in the event that the Company does not satisfy the conditions required to redeem any outstanding Warrants as described in Note 3.

 

Note 10—Subsequent Events

 

The Company issued a series of unsecured promissory notes to UBPS Services, LLC, an entity controlled by one of the Initial Stockholders, Bipin Shah on October 9, November 13, November 28 and December 6, 2012 in the amounts of $7,000, $15,000, $29,380, and $4,500 respectively. These notes were non-interest bearing and were paid upon consummation of the Completed Transactions.

 

On December 28, 2012, pursuant to the ADC Agreement and the JetPay Agreement, ADC Merger Sub and JetPay Merger Submerged with and into ADC and JetPay, respectively, with ADC and JetPay surviving such mergers. In connection with the closing, the Company caused $16 million in cash to be delivered to the stockholders of ADC and approximately $6.8 million to WLES, L.P., JetPay’s sole member. Additionally, the Company issued 1 million shares of Common Stock to the stockholders of ADC and 3,666,667 shares of Common Stock to WLES, L.P., 3,333,333 of which was deposited in an escrow account to secure the obligations of WLES, L.P. under the JetPay Agreement.

 

In order to finance a portion of the proceeds payable in the Completed Transactions, on December 28, 2012, the Company entered into a Secured Convertible Note Agreement (the “Note Agreement”) with Special Opportunities Fund, Inc., R8 Capital Partners, LLC, Bulldog Investors General Partnership, Ira Lubert, Mendota Insurance Company and American Services Insurance Company, Inc. (collectively, the “Note Investors”)pursuant to which, the Company issued $10 million in promissory notes secured by 50% of the Company’s ownership interest in JetPay. In connection with the Note Agreement, the Company entered into separate Secured Convertible Promissory Notes with each of the Note Investors (the “Notes”). Amounts outstanding under the Notes will accrue interest at a rate of 12% per annum. The Notes mature on December 31, 2014. The Notes are not prepayable.

 

Pursuant to the Notes, the Note Investors will be entitled to convert all or any amounts outstanding under the Notes into shares of Common Stock at a conversion price of $5.15 per share, subject to certain adjustments.

 

In connection with the Note Agreement, the Company entered into Registration Rights Agreements on December 28, 2012 with each of the Note Investors, pursuant to which the Company agreed to provide registration rights with respect to the common shares issuable upon conversion whereby the Note Investors would be entitled up to three “demand” registration requests and unlimited “piggyback” registration requests. To the extent a registration for the shares has not been declared effective by June 30, 2013, the conversion price will be reduced by $0.15 per share with additional reductions of $0.05 per share for every 30 day delay thereafter until a registration has been declared effective.

 

In connection with the Notes, certain stockholders of the Company agreed to transfer 832,698 shares of Common Stock that they acquired prior to Public Offering to certain of the Note Investors. Such shares were previously held in an escrow account established at the time of the Public Offering pursuant to Stock Escrow Agreements, each dated as of May 13, 2011, among each such stockholder, the Company and Continental Stock Transfer & Trust Company. Following the proposed transfers, such shares will no longer be held in escrow. As part of such share issuance, the Company entered into Registration Rights Agreements, dated as of December 28, 2012, with such investors which entitle such investors to up to three “demand” registration requests and unlimited “piggyback” registration requests.

 

As partial consideration for Mr. Lubert to enter into the Note Agreement, the Company agreed, pursuant to the Stock Escrow Termination Agreement, dated as of December 28, 2012, to terminate the Stock Escrow Agreement, dated as of May 13, 2011, among Mr. Lubert, the Company and Continental Stock Transfer & Trust Company, with respect to 826,000 common shares.

 

 

In order to finance the Completed Transactions, on December 28, 2012, the Company also entered into an Amendment, Guarantee and Waiver Agreement (the “Assumption Agreement”) with JetPay and Ten Lords Ltd. Pursuant to the Assumption Agreement, the Company agreed to guarantee JetPay’s obligations with respect to an existing loan agreement between JetPay, Ten Lords, Ltd. and Providence Interactive Capital, LLC (collectively, the “Payees”). JetPay also agreed to compensate the Payees for any negative tax consequences as a result of the existing note remaining outstanding after December 31, 2012. Amounts outstanding under the loan will be convertible at the holders’ option into shares of Common Stock at a conversion price of $6.00 per share, unless JetPay is in default under the loan agreement, in which case, amounts outstanding under the loan agreement can be converted at the lower of (i) $6.00 per share and (ii) the average trading price of shares of Common Stock for the ten trading days prior to the delivery of notice requesting such conversion. JetPay also agreed to increase the interest rate on amounts outstanding under the loan to 9.5% for the first 180 days after the execution of the Assumption Agreement and 13.5% thereafter.

 

In exchange, Ten Lords Ltd agreed to consent to the transactions contemplated by the JetPay Agreement. JetPay was obligated to pay any amounts still outstanding on the existing loan in excess of $6 million upon closing of the transactions contemplated by the JetPay Agreement. All amounts outstanding under the loan agreement must be repaid within one year.

 

On December 28, 2012, ADC and Payroll Tax Filing Services, Inc. (“PTFS”, together with ADC, the “Borrowers”), as borrowers, entered into a Loan and Security Agreement (the “Loan and Security Agreement”) with Metro Bank as the lender for a term loan with a principal amount of $9,000,000. Amounts outstanding under the notes will accrue interest at a rate of 4% per annum. The loan matures on December 28, 2019 and amortizes over the course of the loan in equal monthly installments.

  

The loans are guaranteed by the Company and are secured by all assets of ADC and PTFS, as well as a pledge by the Company of its ownership of ADC. The Loan and Security Agreement contains affirmative and negative covenants, including limitations on the incurrence of indebtedness, liens, transactions with affiliates and other customary restrictions for loans of this type and size. The Borrowers are also subject to financial covenants related to their debt coverage ratio and total leverage ratio during the term of the loan. The loans may be prepaid at the option of the Borrowers without any premium or penalty and are subject to mandatory prepayments upon certain asset sales, casualty events, the incurrence of indebtedness and issuance of capital stock.

 

In order to use the proceeds of the Loan and Security Agreement to fund a portion of the proceeds due pursuant to the ADC Agreement, on December 28, 2012, the Company executed a promissory note (the “Intercompany Note”) in favor of ADC in the amount of $9 million. All principal and interest is due on December 28, 2020. Interest accrues on amounts due on the Intercompany Note at the Applicable Federal Rate as required by Section 7872(f)(2)(B) of the Internal Revenue Code. The Intercompany Note is prepayable in full or in part at any time without penalty.

 

In connection with the closing of the transactions contemplated by the JetPay Agreement, the Company entered into a Note and Indemnity Side Agreement with JP Merger Sub, LLC, WLES, L.P. and Trent Voigt (the “Note and Indemnity Side Agreement”) dated as of December 28, 2012. Pursuant to the Note and Indemnity Side Agreement, the Company agreed to issue a promissory note in the amount of $2,331,369 in favor of WLES, L.P. Interest accrues on amounts due under the note at a rate of 5% per annum. The note is due in full on December 31, 2017. The note can be prepaid in full or in part at any time without penalty. As partial consideration for offering the note, the Company and JP Merger Sub, LLC agreed to waive certain specified indemnity claims against WLES, L.P. and Mr. Voigt to the extent the losses under such claims do not exceed $2,331,369

 

On December 28, 2012, the Company entered into the Warrant Termination Agreement (the “Warrant Termination Agreement”) with Continental Stock Transfer & Trust Company. The Warrant Termination Agreement was entered into in connection with the approval of the warrant proposal, set forth in the Definitive Proxy Statement filed with SEC on November 13, 2012, on December 11, 2012 at a meeting of our warrantholders, which such approval was disclosed by the Company in a Current Report Form 8-K filed with the SEC on December 12, 2012. In connection with Warrant Termination Agreement and the approval of the warrant proposal, each issued and outstanding warrant will be converted into .1333 shares of the Company’s common stock. The holders have the right to demand that the Company register the shares from the Warrant Exchange within 60 days following the effective date of the Exchange.

 

 

Unaudited Pro Forma Financial Information

 

The following information includes unaudited summary financial information as if the Business Combination had occurred at the beginning of the fiscal year ended September 30, 2012 (Balance Sheet) and December 31, 2011 (Statement of Operations), as the information for the year ended December 31, 2012 is not yet available.

 

UNIVERSAL BUSINESS PAYMENTS SOLUTIONS ACQUISITION CORPORATION

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

September 30, 2012

 

		As of
		Sept 30, 2012
ASSETS
Current Assets		$	47,913,014
Property, Plant, and Equipment			1,135,294
Other Assets			79,889,073
Total Assets		$	128,937,381
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities		$	48,009,372
Long-Term Liabilities			51,052,759
Stockholders' Equity			29,875,250
Total Liabilities and Stockholders Equity		$	128,937,381

  

 

UNIVERSAL BUSINESS PAYMENTS SOLUTIONS ACQUISITION CORPORATION

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

For the Twelve Months Ended December 31, 2011

 

		For the Year ended
		December 31, 2011
Revenues:
Operating revenues		$	29,799,943
Interest Income			356,676
Total Revenue			30,156,619
Costs & Expenses:
Operating Expense			24,598,526
Amortization of Intangible Assets			4,594,500
Interest Expense			2,252,214
Other Expense			2,848
Total Cost & Expenses			31,448,088
Net Loss		$	(771,464	)

 

 

Exhibit Index

 

Exhibit No.		Document Description
2.1		Agreement and Plan of Merger, dated as of July 6, 2012, by and among the Company, JP Merger Sub, LLC JetPay, WLES, L.P. and Trent Voigt(1)
2.2		Agreement and Plan of Merger, dated as of July 6, 2012, by and among the Company, Enzo Merger Sub, Inc., EMS, the stockholders of EMS and James Weiland, as Representative(1)
2.3		Agreement and Plan of Merger, dated as of July 6, 2012, by and among the Company, ADC Merger Sub, Inc., ADC, PTFS, Carol and C. Nicholas Antich as Joint Tenants, C. Nicholas Antich, Carol Antich, Eric Antich, Lynn McCausland, the B N McCausland Trust, Joel E. Serfass and C. Nicholas Antich, as Representative(1)
2.4		Amendment to Agreement and Plan of Merger, dated as of August 9, 2012, by and among the Company and JetPay. (2)
2.5		Amendment to Agreement and Plan of Merger, dated as of August 9, 2012, by and among the Company and EMS. (2)
2.6		Amendment to Agreement and Plan of Merger, dated as of August 9, 2012, by and among the Company, ADC and PTFS (2)
10.1		Promissory Note issued to UBPS Services, LLC (3)
10.2		Promissory Note dated March 1, 2012 issued to UBPS Services, LLC(4)
10.3		Promissory Note dated April 5, 2012 issued to UBPS Services, LLC (5)
10.4		Promissory Note dated June 1, 2012 issued to UBPS Services, LLC (5)
10.5		Promissory Note dated June 6, 2012 issued to UBPS Services, LLC (5)
10.6		Promissory Note dated June 15, 2012 issued to UBPS Services, LLC (5)
10.7		Promissory Note dated July 17, 2012 issued to UBPS Services, LLC (5)
10.8		Promissory Note dated August 16, 2012 issued to UBPS Services, LLC (6)
10.9		Promissory Note dated August 20, 2012 issued to UBPS Services, LLC (6)
21.1		Subsidiaries of the Company (6)

 

31.1		Certification of the principal executive officer pursuant to Rule 13A-14(A)/15D-14(A) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of the principal financial and accounting officer pursuant to Rule 13A-14(A)/15D-14(A) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of the principal executive officer pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002).
32.2		Certification of the principal financial and accounting officer pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002).

  

101.INS		XBRL Instance Document (7)
101.SCH		XBRL Taxonomy Extension Schema Document (7)
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document (7)
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document (7)
101.LAB		XBRL Taxonomy Extension Label Linkbase Document (7)
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document (7)

 

 

(1) Incorporated by reference to the Company’s Current Report on Form 8-K filed with the United States Securities and Exchange Commission on July 9, 2012.

(2) Incorporated by reference to the Company’s Current Report on Form 8-K filed with the United States Securities and Exchange Commission on August 10, 2012

(3) Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed with the United States Securities and Exchange Commission on February 14, 2012

(4) Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed with the United States Securities and Exchange Commission on May 15, 2012

(5) Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed with the United States Securities and Exchange Commission on August 14, 2012

(6) Incorporated by reference to the Company’s Annual Report on Form 10-K filed with the United States Securities and Exchange Commission on January 14, 2013

(7) Incorporated by reference to the Company’s Annual Report on Form 10-K/A filed with the United States Securities and Exchange Commission on January 22, 2013.

 

 

 

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.

 

	UNIVERSAL BUSINESS PAYMENT SOLUTIONS ACQUISITION CORPORATION
Date: July 17, 2013	By:	/s/ Bipin C. Shah
		Name: Bipin C. Shah
		Title: Chief Executive Officer
		(Principal Executive Officer)

 

Pursuant to the requirement of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

	Signature		Title		Date
By:	/s/ Bipin C. Shah		President, Chief Executive Officer and Director		July 17, 2013
	Bipin C. Shah		(principal executive officer)
By:	*		Chief Financial Officer		July 17, 2013
	Gregory M. Krzemien		(principal financial officer and principal accounting officer)
By:	*		Chief Marketing Officer and Secretary		July 17, 2013
	Peter Davidson
By:	*		Director		July 17, 2013
	Richard S. Braddock
By:	*		Director		July 17, 2013
	Frederick S. Hammer
By:	*		Director		July 17, 2013
	Jonathan M. Lubert
By:	*		Director		July 17, 2013
	Robert Palmer
By:	*		Director		July 17, 2013
	Arthur F. Ryan
*By:	/s/ Bipin C. Shah
	Bipin C. Shah, as Attorney in Fact