(Mark One)
|
|
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
|
For the quarterly period ended March 31, 2015
|
|
OR
|
|
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
For transition period from to
|
|
Commission File Number 001-36773
|
Delaware
(State or other jurisdiction of incorporation or organization)
|
|
47-2509828
(I.R.S. Employer Identification Number)
|
|
2900 University Blvd
Ames, IA 50010
(888) 275-3125
|
|||
(Address of principal executive offices and zip code)
|
|||
(888) 275-3125
|
|||
(Registrant's telephone number, including area code)
|
|||
___________________________________
|
Large accelerated filer
o
|
Accelerated filer
o
|
|
|
Non-accelerated filer
ý
(Do not check if a smaller reporting company)
|
Smaller reporting company
o
|
|
|
|
Page
|
|
|
|
|
Item 1
.
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|||
|
|||
|
|||
|
|
|
|
|
|
|
|
|
|||
|
|||
|
|||
|
|||
|
|
||
|
|
WORKIVA INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share amounts)
|
|||||||
|
March 31, 2015
|
|
December 31, 2014
|
||||
|
(unaudited)
|
|
|
||||
ASSETS
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
89,893
|
|
|
$
|
101,131
|
|
Accounts receivable, net of allowance for doubtful accounts of $345 and $274 at March 31, 2015 and December 31, 2014, respectively
|
11,913
|
|
|
11,120
|
|
||
Deferred commissions
|
706
|
|
|
852
|
|
||
Other receivables
|
482
|
|
|
295
|
|
||
Prepaid expenses and other current assets
|
2,998
|
|
|
3,143
|
|
||
Restricted cash
|
73
|
|
|
—
|
|
||
Total current assets
|
106,065
|
|
|
116,541
|
|
||
|
|
|
|
||||
Restricted cash
|
—
|
|
|
401
|
|
||
Property and equipment, net
|
46,838
|
|
|
46,265
|
|
||
Intangible assets, net
|
625
|
|
|
549
|
|
||
Other assets
|
736
|
|
|
795
|
|
||
Total assets
|
$
|
154,264
|
|
|
$
|
164,551
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|||||||
Current liabilities
|
|
|
|
||||
Accounts payable
|
$
|
2,621
|
|
|
$
|
3,011
|
|
Accrued expenses and other current liabilities
|
12,195
|
|
|
16,765
|
|
||
Deferred revenue
|
42,976
|
|
|
42,605
|
|
||
Deferred government grant obligation
|
2,503
|
|
|
2,324
|
|
||
Current portion of capital lease and financing obligations
|
1,961
|
|
|
1,941
|
|
||
Current portion of long-term debt
|
59
|
|
|
84
|
|
||
Total current liabilities
|
62,315
|
|
|
66,730
|
|
||
|
|
|
|
||||
Deferred revenue
|
12,539
|
|
|
13,671
|
|
||
Deferred government grant obligation
|
3,492
|
|
|
3,424
|
|
||
Other long-term liabilities
|
2,962
|
|
|
2,069
|
|
||
Capital lease and financing obligations
|
22,233
|
|
|
22,747
|
|
||
Long-term debt
|
91
|
|
|
91
|
|
||
Total liabilities
|
103,632
|
|
|
108,732
|
|
||
|
|
|
|
||||
Commitments and contingencies
|
|
|
|
|
|||
|
|
|
|
||||
Stockholders’ equity
|
|
|
|
||||
Class A common stock, $0.001 par value per share, 1,000,000,000 shares authorized, 27,758,184 and 27,213,791 shares issued and outstanding at March 31, 2015 and December 31, 2014, respectively
|
28
|
|
|
27
|
|
||
Class B common stock, $0.001 par value per share, 500,000,000 shares authorized, 12,426,947 shares issued and outstanding at both March 31, 2015 and December 31, 2014
|
12
|
|
|
12
|
|
||
Preferred stock, $0.001 par value per share, 100,000,000 shares authorized, no shares issued and outstanding
|
—
|
|
|
—
|
|
||
Additional paid-in-capital
|
191,358
|
|
|
189,168
|
|
||
Accumulated deficit
|
(140,982
|
)
|
|
(133,535
|
)
|
||
Accumulated other comprehensive income
|
216
|
|
|
147
|
|
||
Total stockholders’ equity
|
50,632
|
|
|
55,819
|
|
||
Total liabilities and stockholders’ equity
|
$
|
154,264
|
|
|
$
|
164,551
|
|
WORKIVA INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share amounts)
(unaudited)
|
|||||||
|
Three months ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
Revenue
|
|
|
|
||||
Subscription and support
|
$
|
26,269
|
|
|
$
|
20,648
|
|
Professional services
|
8,885
|
|
|
7,484
|
|
||
Total revenue
|
35,154
|
|
|
28,132
|
|
||
Cost of revenue
|
|
|
|
||||
Subscription and support
|
5,885
|
|
|
4,669
|
|
||
Professional services
|
3,777
|
|
|
2,798
|
|
||
Total cost of revenue
|
9,662
|
|
|
7,467
|
|
||
Gross profit
|
25,492
|
|
|
20,665
|
|
||
Operating expenses
|
|
|
|
||||
Research and development
|
12,008
|
|
|
10,287
|
|
||
Sales and marketing
|
13,705
|
|
|
10,440
|
|
||
General and administrative
|
6,734
|
|
|
4,228
|
|
||
Total operating expenses
|
32,447
|
|
|
24,955
|
|
||
Loss from operations
|
(6,955
|
)
|
|
(4,290
|
)
|
||
Interest expense
|
(510
|
)
|
|
(265
|
)
|
||
Other income and (expense), net
|
(66
|
)
|
|
3
|
|
||
Loss before income tax expense (benefit)
|
(7,531
|
)
|
|
(4,552
|
)
|
||
Income tax expense (benefit)
|
(84
|
)
|
|
—
|
|
||
Net loss
|
$
|
(7,447
|
)
|
|
$
|
(4,552
|
)
|
Net loss per common share:
|
|
|
|
||||
Basic and diluted
|
$
|
(0.19
|
)
|
|
$
|
(0.14
|
)
|
Weighted average common shares outstanding - basic and diluted
|
39,593,700
|
|
|
31,767,513
|
|
WORKIVA INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(in thousands)
(unaudited)
|
|||||||
|
Three months ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
Net loss
|
$
|
(7,447
|
)
|
|
$
|
(4,552
|
)
|
Other comprehensive income, net of tax
|
|
|
|
||||
Foreign currency translation adjustment, net of taxes of $60 and $0, respectively
|
69
|
|
|
26
|
|
||
Unrealized gain on available-for-sale securities
|
—
|
|
|
51
|
|
||
Other comprehensive income, net of tax
|
69
|
|
|
77
|
|
||
Comprehensive loss
|
$
|
(7,378
|
)
|
|
$
|
(4,475
|
)
|
WORKIVA INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
|
|||||||
|
Three months ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
Cash flows from operating activities
|
|
|
|
||||
Net loss
|
$
|
(7,447
|
)
|
|
$
|
(4,552
|
)
|
Adjustments to reconcile net loss to net cash provided by (used in) operating activities
|
|
|
|
||||
Depreciation and amortization
|
1,169
|
|
|
768
|
|
||
Stock-based compensation expense
|
2,174
|
|
|
1,957
|
|
||
Provision for doubtful accounts
|
74
|
|
|
124
|
|
||
Recognition of deferred government grant obligation
|
(66
|
)
|
|
—
|
|
||
Changes in assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
(911
|
)
|
|
524
|
|
||
Deferred commissions
|
145
|
|
|
(32
|
)
|
||
Other receivables
|
(188
|
)
|
|
58
|
|
||
Prepaid expenses and other
|
144
|
|
|
(826
|
)
|
||
Other assets
|
56
|
|
|
36
|
|
||
Accounts payable
|
157
|
|
|
(2,358
|
)
|
||
Deferred revenue
|
(672
|
)
|
|
7,150
|
|
||
Accrued expenses and other liabilities
|
(3,892
|
)
|
|
(1,357
|
)
|
||
Change in restricted cash
|
28
|
|
|
54
|
|
||
Net cash provided by (used in) operating activities
|
(9,229
|
)
|
|
1,546
|
|
||
|
|
|
|
||||
Cash flows from investing activities
|
|
|
|
||||
Purchase of property and equipment
|
(871
|
)
|
|
(1,750
|
)
|
||
Purchase of intangible assets
|
(83
|
)
|
|
(18
|
)
|
||
Net cash used in investing activities
|
(954
|
)
|
|
(1,768
|
)
|
||
|
|
|
|
||||
Cash flows from financing activities
|
|
|
|
||||
Payment of equity issuance costs
|
(1,073
|
)
|
|
—
|
|
||
Proceeds from option exercises
|
80
|
|
|
18
|
|
||
Changes in restricted cash
|
300
|
|
|
—
|
|
||
Repayment of other long-term debt
|
(25
|
)
|
|
(54
|
)
|
||
Principal payments on capital lease and financing obligations
|
(678
|
)
|
|
(171
|
)
|
||
Proceeds from borrowings on line of credit
|
—
|
|
|
12
|
|
||
Proceeds from government for training reimbursement
|
—
|
|
|
134
|
|
||
Government grant awards
|
313
|
|
|
2,000
|
|
||
Net cash provided by (used in) financing activities
|
(1,083
|
)
|
|
1,939
|
|
||
Effect of foreign exchange rates on cash
|
28
|
|
|
25
|
|
||
|
|
|
|
||||
Net increase (decrease) in cash and cash equivalents
|
(11,238
|
)
|
|
1,742
|
|
||
Cash and cash equivalents at beginning of period
|
101,131
|
|
|
15,515
|
|
||
Cash and cash equivalents at end of period
|
$
|
89,893
|
|
|
$
|
17,257
|
|
|
|
|
|
||||
Supplemental cash flow disclosure
|
|
|
|
||||
Cash paid for interest
|
$
|
423
|
|
|
$
|
253
|
|
|
|
|
|
||||
Supplemental disclosure of noncash investing and financing activities
|
|
|
|
||||
Fixed assets acquired through financing obligations
|
$
|
—
|
|
|
$
|
3,128
|
|
Fixed assets acquired through capital lease arrangements
|
$
|
184
|
|
|
$
|
448
|
|
Allowance for tenant improvements
|
$
|
698
|
|
|
$
|
—
|
|
Accrued distributions to members
|
$
|
60
|
|
|
$
|
—
|
|
|
March 31, 2015
|
|
December 31, 2014
|
||||
Accrued vacation
|
$
|
3,274
|
|
|
$
|
2,949
|
|
Accrued commissions
|
1,566
|
|
|
1,649
|
|
||
Accrued bonuses
|
2,208
|
|
|
6,336
|
|
||
Self-insurance liability
|
775
|
|
|
800
|
|
||
Accrued other liabilities
|
4,372
|
|
|
5,031
|
|
||
|
$
|
12,195
|
|
|
$
|
16,765
|
|
|
Three months ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
Cost of revenue
|
|
|
|
||||
Subscription and support
|
$
|
96
|
|
|
$
|
230
|
|
Professional services
|
72
|
|
|
170
|
|
||
Operating expenses
|
|
|
|
||||
Research and development
|
334
|
|
|
765
|
|
||
Sales and marketing
|
350
|
|
|
350
|
|
||
General and administrative
|
1,322
|
|
|
441
|
|
||
Total
|
$
|
2,174
|
|
|
$
|
1,956
|
|
|
Three months ended March 31,
|
||
|
2015
|
|
2014
|
Expected term (in years)
|
6.1
|
|
5.0 - 10.0
|
Risk-free interest rate
|
1.35% - 1.74%
|
|
1.52% - 2.68%
|
Expected volatility
|
42.35% - 44.08%
|
|
45.84% - 52.50%
|
Forfeiture rate
|
5.12% - 5.21%
|
|
0% - 5.94%
|
|
Options
|
|
Weighted-
Average
Exercise
Price
|
|
Weighted-
Average
Remaining
Contractual
Term (Years)
|
|
Aggregate Intrinsic Value
|
|||||
|
|
|
|
|
|
|
(in thousands)
|
|||||
Outstanding at December 31, 2014
|
6,089,938
|
|
|
$
|
9.63
|
|
|
7.80
|
|
$
|
30,066
|
|
Granted
|
42,719
|
|
|
12.90
|
|
|
|
|
|
|||
Forfeited
|
26,433
|
|
|
12.99
|
|
|
|
|
|
|||
Exercised
|
14,393
|
|
|
5.48
|
|
|
|
|
|
|||
Outstanding at March 31, 2015
|
6,091,831
|
|
|
$
|
9.65
|
|
|
7.65
|
|
$
|
33,124
|
|
|
|
|
|
|
|
|
|
|||||
Exercisable at March 31, 2015
|
3,248,657
|
|
|
$
|
5.28
|
|
|
6.48
|
|
$
|
30,350
|
|
|
Three months ended
|
||||||||||||||
|
March 31, 2015
|
|
March 31, 2014
|
||||||||||||
|
Class A
|
|
Class B
|
|
Class A
|
|
Class B
|
||||||||
Numerator
|
|
|
|
|
|
|
|
||||||||
Net loss
|
$
|
(5,110
|
)
|
|
$
|
(2,337
|
)
|
|
$
|
(2,776
|
)
|
|
$
|
(1,776
|
)
|
|
|
|
|
|
|
|
|
||||||||
Denominator
|
|
|
|
|
|
|
|
||||||||
Weighted-average common shares outstanding - basic and diluted
|
27,166,753
|
|
|
12,426,947
|
|
|
19,372,730
|
|
|
12,394,783
|
|
||||
Basic and diluted net loss per share
|
$
|
(0.19
|
)
|
|
$
|
(0.19
|
)
|
|
$
|
(0.14
|
)
|
|
$
|
(0.14
|
)
|
|
Three months ended
|
||||
|
March 31, 2015
|
|
March 31, 2014
|
||
Shares subject to outstanding common stock options
|
2,266,783
|
|
|
2,534,438
|
|
Shares subject to unvested appreciation units and participation units
|
—
|
|
|
20,308
|
|
Shares subject to unvested restricted stock awards
|
584,350
|
|
|
—
|
|
|
Three months ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
|
|
|
|
||||
|
(dollars in thousands)
|
||||||
Financial metrics
|
|
|
|
||||
Total revenue
|
$
|
35,154
|
|
|
$
|
28,132
|
|
Percentage increase in total revenue
|
25.0
|
%
|
|
32.1
|
%
|
||
Subscription and support revenue
|
$
|
26,269
|
|
|
$
|
20,648
|
|
Percentage increase in subscription and support revenue
|
27.2
|
%
|
|
53.5
|
%
|
||
Subscription and support as a percent of total revenue
|
74.7
|
%
|
|
73.4
|
%
|
|
As of March 31,
|
||||
|
2015
|
|
2014
|
||
Operating metrics
|
|
|
|
||
Number of customers
|
2,290
|
|
|
1,993
|
|
Subscription and support revenue retention rate
|
95.9
|
%
|
|
97.8
|
%
|
Subscription and support revenue retention rate including add-ons
|
105.8
|
%
|
|
111.3
|
%
|
|
Three months ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
|
|
|
|
||||
|
(in thousands)
|
||||||
Revenue
|
|
|
|
||||
Subscription and support
|
$
|
26,269
|
|
|
$
|
20,648
|
|
Professional services
|
8,885
|
|
|
7,484
|
|
||
Total revenue
|
35,154
|
|
|
28,132
|
|
||
Cost of revenue
|
|
|
|
||||
Subscription and support
(1)
|
5,885
|
|
|
4,669
|
|
||
Professional services
(1)
|
3,777
|
|
|
2,798
|
|
||
Total cost of revenue
|
9,662
|
|
|
7,467
|
|
||
Gross profit
|
25,492
|
|
|
20,665
|
|
||
Operating expenses
|
|
|
|
||||
Research and development
(1)
|
12,008
|
|
|
10,287
|
|
||
Sales and marketing
(1)
|
13,705
|
|
|
10,440
|
|
||
General and administrative
(1)
|
6,734
|
|
|
4,228
|
|
||
Total operating expenses
|
32,447
|
|
|
24,955
|
|
||
Loss from operations
|
(6,955
|
)
|
|
(4,290
|
)
|
||
Interest expense
|
(510
|
)
|
|
(265
|
)
|
||
Other income and (expense), net
|
(66
|
)
|
|
3
|
|
||
Loss before income tax expense (benefit)
|
(7,531
|
)
|
|
(4,552
|
)
|
||
Income tax expense (benefit)
|
(84
|
)
|
|
—
|
|
||
Net loss
|
$
|
(7,447
|
)
|
|
$
|
(4,552
|
)
|
|
Three months ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
|
|
|
|
||||
|
(in thousands)
|
||||||
Cost of revenue
|
|
|
|
||||
Subscription and support
|
$
|
96
|
|
|
$
|
230
|
|
Professional services
|
72
|
|
|
170
|
|
||
Operating expenses
|
|
|
|
||||
Research and development
|
334
|
|
|
765
|
|
||
Sales and marketing
|
350
|
|
|
350
|
|
||
General and administrative
|
1,322
|
|
|
441
|
|
||
Total stock-based compensation expense
|
$
|
2,174
|
|
|
$
|
1,956
|
|
|
Three months ended March 31,
|
|
Period-to-period change
|
||||||||||
|
2015
|
|
2014
|
|
Amount
|
|
% Change
|
||||||
|
|
|
|
|
|
|
|
||||||
|
(dollars in thousands)
|
|
|
||||||||||
Revenue
|
|
|
|
|
|
|
|
||||||
Subscription and support
|
$
|
26,269
|
|
|
$
|
20,648
|
|
|
$
|
5,621
|
|
|
27.2%
|
Professional services
|
8,885
|
|
|
7,484
|
|
|
1,401
|
|
|
18.7%
|
|||
Total revenue
|
$
|
35,154
|
|
|
$
|
28,132
|
|
|
$
|
7,022
|
|
|
25.0%
|
|
Three months ended March 31,
|
|
Period-to-period change
|
||||||||||
|
2015
|
|
2014
|
|
Amount
|
|
% Change
|
||||||
|
|
|
|
|
|
|
|
||||||
|
(dollars in thousands)
|
|
|
||||||||||
Cost of revenue
|
|
|
|
|
|
|
|
||||||
Subscription and support
|
$
|
5,885
|
|
|
$
|
4,669
|
|
|
$
|
1,216
|
|
|
26.0%
|
Professional services
|
3,777
|
|
|
2,798
|
|
|
979
|
|
|
35.0%
|
|||
Total cost of revenue
|
$
|
9,662
|
|
|
$
|
7,467
|
|
|
$
|
2,195
|
|
|
29.4%
|
|
Three months ended March 31,
|
|
Period-to-period change
|
||||||||||
|
2015
|
|
2014
|
|
Amount
|
|
% Change
|
||||||
|
|
|
|
|
|
|
|
||||||
|
(dollars in thousands)
|
|
|
||||||||||
Operating expenses
|
|
|
|
|
|
|
|
||||||
Research and development
|
$
|
12,008
|
|
|
$
|
10,287
|
|
|
$
|
1,721
|
|
|
16.7%
|
Sales and marketing
|
13,705
|
|
|
10,440
|
|
|
3,265
|
|
|
31.3%
|
|||
General and administrative
|
6,734
|
|
|
4,228
|
|
|
2,506
|
|
|
59.3%
|
|||
Total operating expenses
|
$
|
32,447
|
|
|
$
|
24,955
|
|
|
$
|
7,492
|
|
|
30.0%
|
|
Three months ended March 31,
|
||||||
|
2015
|
|
2014
|
||||
|
|
|
|
||||
|
(in thousands)
|
||||||
Cash flow provided by (used in) operating activities
|
$
|
(9,229
|
)
|
|
$
|
1,546
|
|
Cash flow used in investing activities
|
(954
|
)
|
|
(1,768
|
)
|
||
Cash flow provided by (used in) financing activities
|
(1,083
|
)
|
|
1,939
|
|
||
Net increase (decrease) in cash and equivalents, net of impact on exchange rates
|
$
|
(11,238
|
)
|
|
$
|
1,742
|
|
WORKIVA INC.
|
|
|
|
By:
|
/s/ Matthew M. Rizai, Ph.D.
|
Name:
|
Matthew M. Rizai, Ph.D.
|
Title:
|
Chairman and Chief Executive Officer
|
|
|
By:
|
/s/ J. Stuart Miller
|
Name:
|
J. Stuart Miller
|
Title:
|
Executive Vice President, Treasurer and Chief Financial Officer
|
|
|
By:
|
/s/ Jill Klindt
|
Name:
|
Jill Klindt
|
Title:
|
Vice President and Chief Accounting Officer
|
|
|
Exhibit
Number
|
|
Description
|
|
|
|
10.1
|
|
Third Amendment to Loan and Security Agreement dated February 26, 2015 by and among Workiva Inc., Workiva International LLC and Silicon Valley Bank.
|
|
|
|
31.1
|
|
Certification of the Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
31.2
|
|
Certification of the Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.1
|
|
Certification of the Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.2
|
|
Certification of the Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
101.INS
|
|
XBRL Instance Document.
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document.
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
|
|
BANK
|
BORROWER
|
Silicon Valley Bank
By:
/s/ Matt Kelty
Name:
Matt Kelty
Title:
Vice President
|
Workiva Inc.
By:
/s/ Matthew M. Rizai
Name:
Matthew M. Rizai
Title:
Chairman & CEO
|
|
Workiva International LLC
By:
/s/ Matthew M. Rizai
Name:
Matthew M. Rizai
Title:
President
|
WORKIVA INC.
WORKIVA INTERNATIONAL LLC
By:
Name:
Title:
|
BANK USE ONLY
Received by: _____________________
AUTHORIZED SIGNER
Date: _________________________
Verified: ________________________
AUTHORIZED SIGNER
Date: _________________________
Compliance Status: Yes No
|
I.
|
Liquidity
(Section 6.9(a))
|
A.
|
Unrestricted cash and Cash Equivalents at Bank or in Deposit Accounts or Securities Accounts subject to a Control Agreement in favor of Bank
|
$
|
B.
|
Availability Amount
|
$
|
C.
|
Liquidity (line A plus line B)
|
$
|
Required:
|
As of the last day of each quarter on a trailing three (3) month basis, Borrower’s Recurring Revenue for such quarter shall not be less than the greater of (i) eighty percent (80%) of Borrower’s Recurring Revenue for such quarter as outlined in Borrower’s business plan approved by its board of directors or (ii) Borrower’s Recurring Revenue for the prior quarter.
|
A.
|
Recurring Revenue
|
$
|
|
|
|
Date: May 5, 2015
|
|
/s/ Matthew M. Rizai, Ph.D.
Matthew M. Rizai, Ph.D.
Chairman and Chief Executive Officer
(Principal Executive Officer)
|
|
|
|
Date: May 5, 2015
|
|
/s/ J. Stuart Miller
J. Stuart Miller
Executive Vice President, Treasurer
and Chief Financial Officer
(Principal Financial Officer)
|
1.
|
the Quarterly Report on Form 10-Q of the Company for the period ending
March 31, 2015
(the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
2.
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the periods presented therein.
|
|
|
|
Date: May 5, 2015
|
|
/s/ Matthew M. Rizai, Ph.D.
Matthew M. Rizai, Ph.D.
Chairman and Chief Executive Officer
(Principal Executive Officer)
|
1.
|
the Quarterly Report on Form 10-Q of the Company for the period ending
March 31, 2015
(the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
2.
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the periods presented therein.
|
|
|
|
Date: May 5, 2015
|
|
/s/ J. Stuart Miller
J. Stuart Miller
Executive Vice President, Treasurer
and Chief Financial Officer
(Principal Financial Officer)
|