Item 1A. Risk Factors
Item 1A. Risk Factors
There have been no material changes to the risk factors disclosed under the heading “Risk Factors” in our Form 10-K for the fiscal year ended September 30, 2023 filed with the SEC on November 22, 2023, except as described below.
There are risks associated with the anticipated sale of our Merchant Services Business.
As described above, on June 26, 2024, we entered into a securities purchase agreement (the “Purchase Agreement”) with Payroc providing for the sale of certain subsidiaries comprising our Merchant Services segment as well as certain assets within our Software and Services segment related to the Non-profit and Property Management vertical markets, including its associated proprietary technology. The closing of the Transactions is subject to certain closing conditions set forth in the Purchase Agreement, including the expiration or termination of the waiting period applicable to the Transactions under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Waiting Period”), the absence of certain legal impediments, the accuracy of the representations of the other party (subject to certain materiality qualifiers specified in the Purchase Agreement), the compliance by the other party of its covenants under the Purchase Agreement in all material respects, and, in the case of Payroc's closing obligations, the delivery by us of certain consents associated with the Merchant Services Business and the absence of any material adverse effect with respect to the Merchant Services Business. While the HSR Waiting Period has expired, there is no assurance that all other closing conditions will be satisfied, that the closing will occur, or, if the closing does occur, the ultimate timing of such closing. Any failure to complete the transactions pursuant to the Purchase Agreement may adversely affect our business, result in a decline in our stock price, and result in negative publicity to us.
In addition, we have incurred, and expect to continue to incur, significant expenses in connection with the transactions pursuant to the Purchase Agreement, and such transactions have required, and are expected to continue to require, a significant amount of our management’s attention. Further, the pendency of the transactions pursuant to the Purchase Agreement may disrupt or impede our operations, including as the result of restrictions on the operation of our business between the signing and the closing of the Transactions pursuant to the Purchase Agreement, may impact our ability to retain, recruit and hire key personnel, may adversely impact important business relationships, and may expose us to potential litigation.
In addition, even if the transactions pursuant to the Purchase Agreement are completed, there is no assurance that we will be able to realize the anticipated benefits from the disposition of our Merchant Services Business. In the event that we complete such transaction, we will be highly dependent on the success of our remaining Software and Services business. Moreover, there are post-closing risks associated with the ancillary agreements to be entered into by us at the closing, including the transition services agreement, the processing services agreement, and the restrictive covenant agreement. In addition, pursuant to the Purchase Agreement, we agreed to indemnify Payroc with respect to certain matters and we agreed to retain certain liabilities related to the Merchant Services Business, which in any such case could result in liability to us following the closing.
Due to the effect of discontinued operations for our Merchant Services Business, the Company’s historical consolidated financial statements included in prior periodic reports are not comparable to the quarterly consolidated financial statements included in this Quarterly Report on Form 10-Q and will not be comparable to the Company’s future consolidated financial results .
The quarterly consolidated results of operations of the Company included in this Quarterly Report on Form 10-Q reflect as discontinued operations the results of operations of the Company’s Merchant Services Business. The consolidated balance sheets contained in this Quarterly Report on Form 10-Q include assets of continuing operations as well as the assets of the Merchant Services Business, and the Company’s consolidated statements of cash flows include the cash flows of both the continuing and discontinued operations of the Company for the periods presented. The Company’s historical consolidated financial statements included in prior periodic reports do not reflect reporting of discontinued operations for the Merchant Services Business. Accordingly, such historical consolidated financial statements are not comparable to the quarterly consolidated financial statements included in this Quarterly Report on Form 10-Q or any future consolidated financial results of the Company.
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