8-K/A
Q2 Holdings, Inc. (QTWO)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 11, 2020 (November 1, 2019)
Q2 HOLDINGS, INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-36350 | 20-2706637 |
|---|---|---|
| (State or Other Jurisdiction<br><br>of Incorporation) | (Commission<br><br>File Number) | (I.R.S. Employer<br><br>Identification No.) |
13785 Research Blvd, Suite 150
Austin, Texas 78750
(Address of Principal Executive Offices, and Zip Code)
(512) 275-0072
Registrant’s Telephone Number, Including Area Code
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br><br>Symbol(s) | Name of each exchange<br><br>on which registered |
|---|---|---|
| Common Stock, $0.0001 par value | QTWO | New York Stock Exchange |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Q2 Holdings, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Form 8-K”) with the Securities and Exchange Commission on November 1, 2019 announcing the consummation of its previously announced acquisition of Lender Performance Group, LLC, a Delaware limited liability company, also doing business as PrecisionLender (“PrecisionLender”) and certain other related entities. The Company subsequently filed a Current Report on Form 8-K/A on January 3, 2020 (“Amendment No. 1”), amending and supplementing the Original Form 8-K to include the historical audited consolidated financial statements of PrecisionLender, the unaudited condensed consolidated financial statements of PrecisionLender, and the unaudited pro forma condensed combined financial information.
This Current Report on Form 8-K/A (“Amendment No. 2”) amends and supplements the Original Form 8-K, as amended by Amendment No. 1. The Original Form 8-K is being amended by this Amendment No. 2 to file the unaudited pro forma condensed combined financial information related to the acquisition of PrecisionLender attached hereto as Exhibit 99.4 in accordance with Article 11 of Regulation S-X. No other amendments to the Original Form 8-K, as amended by Amendment No. 1, are being made by this Amendment No. 2, and the disclosures and exhibits included in the Original Form 8-K and Amendment No. 1 otherwise remain unchanged.
| Item 9.01. | Financial Statements and Exhibits. |
|---|
(b) Pro Forma Financial Information. The unaudited pro forma condensed combined financial information of Q2 Holdings, Inc., a Delaware corporation (the “Company”), for the year ended December 31, 2019, giving effect to the acquisition of Lender Performance Group, LLC, a Delaware limited liability company, and its subsidiaries, is attached hereto as Exhibit 99.4 and incorporated herein by reference.
(d) Exhibits
| Exhibit<br> <br>No. | Description | |
|---|---|---|
| 99.4 | Unaudited pro forma condensed combined financial information for the year ended December 31, 2019 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 hereunto duly authorized.
| Q2 HOLDINGS, INC. | |
|---|---|
| May 11, 2020 | /s/ Jennifer N. Harris<br> <br>Jennifer N. Harris<br> <br>Chief Financial Officer |
EX-99.4
Exhibit 99.4
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION
The following unaudited pro forma combined financial information is presented to illustrate the estimated effects of the acquisition of Lender Performance Group, LLC, a Delaware limited liability company, (“PrecisionLender”), Lender Performance Group Blocker, LLC, a Delaware limited liability company (“Blocker A”), LPGB, Inc., a Delaware corporation (“Georgian Blocker”), Insight (Delaware) PL Blocker Corporation, a Delaware corporation (“Insight Blocker A”), Insight (Cayman) PL Blocker Corporation, a Delaware corporation (“Insight Blocker B” and together with Blocker A, Georgian Blocker and Insight Blocker A, each a “Blocker” and collectively the “Blockers”) pursuant to the Agreement and Plan of Merger, dated September 30, 2019 (the “Merger Agreement”), by and among Q2 Software Inc., a Delaware corporation and a wholly-owned subsidiary of Q2 Holdings, Inc. (“Q2” or the “Company”), PrecisionLender, the Blockers, and the other parties thereto. Pursuant to the Agreement and Plan of Merger, the Company agreed to pay approximately $510.0 million (the “Merger Consideration”) in cash upon closing for all of the outstanding equity interests of PrecisionLender and the Blockers.
The unaudited pro forma combined financial information primarily gives effect to the following adjustments:
| • | Application of the acquisition method of accounting in connection with the business combination to reflect the<br>fair value of the purchase consideration; |
|---|---|
| • | Stock compensation granted to PrecisionLender’s management team in connection with the business combination;<br> |
| --- | --- |
| • | Amortization of intangible assets acquired in connection with the business combination; and<br> |
| --- | --- |
| • | Conforming PrecisionLender’s accounting policies with the Company’s adoption of ASU No. 2016-02, “Leases (Topic 842)” as of January 1, 2019. |
| --- | --- |
The unaudited pro forma combined statement of operations for the year ended December 31, 2019 is presented herein. The unaudited pro forma combined statement of operations combines the historical results of the Company for the year ended December 31, 2019 and PrecisionLender for the ten months ended at the acquisition date of October 31, 2019, and gives effect to the business combination as if it occurred on January 1, 2019. The historical financial information has been adjusted to give effect to pro forma adjustments that are (i) directly attributable to the PrecisionLender Acquisition, (ii) factually supportable, and (iii) with respect to the unaudited pro forma combined statement of operations, expected to have a continuing impact on the combined entity’s results.
The unaudited pro forma combined statement of operations presented is based on the assumptions and adjustments described in the accompanying notes. The unaudited pro forma combined statement of operations is presented for illustrative purposes and does not purport to represent what the results of operations would actually have been if the business combination occurred as of the dates indicated or what the results would be for any future periods.
The unaudited pro forma combined statement of operations was prepared in accordance with Article 11 of Regulation S-X. The PrecisionLender Acquisition has been reflected in the unaudited pro forma combined statement of operations as a business combination using the acquisition method of accounting, in accordance with Accounting Standards Codification, or ASC, Topic 805, “Business Combinations,” under accounting principles generally accepted in the United States, or GAAP. Under these accounting standards, the total purchase consideration was calculated as described in Note 2 to the unaudited pro forma combined financial information.
The pro forma adjustments are based upon available information and certain assumptions which management believes are reasonable under the circumstances and which are described in the accompanying notes herein.
The unaudited pro forma combined statement of operations is derived from the historical financial statements of the Company and PrecisionLender, and should be read in conjunction with (1) the accompanying notes to the unaudited pro forma combined statement of operations, (2) the Company’s audited financial statements and related footnotes for the fiscal year ended December 31, 2019 included in the Company’s Annual Report on Form 10-K, filed with the SEC on February 21, 2020, and (3) PrecisionLender’s audited financial statements and related footnotes for the fiscal years ended December 31, 2018 and December 31, 2017, included as Exhibit 99.1 within the Company’s Current Report on Form 8-K/A, filed with the SEC on January 3, 2020.
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The unaudited pro forma adjustments are not necessarily indicative of or intended to represent the results that would have been achieved had the acquisition been completed as of the dates indicated or that may be achieved in the future. The actual results reported by the combined company in periods following the acquisition may differ significantly from those that are reflected in the unaudited pro forma combined statement of operations due to many factors, including the effects of incremental costs incurred to integrate the two companies. The unaudited pro forma combined statement of operations does not reflect any cost savings, or associated costs to achieve such savings, from operating efficiencies, synergies, or other restructuring that may result from the acquisition.
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Q2 HOLDINGS, INC.
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
(in thousands, except per share data)
| Historical | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Year EndedDecember 31,2019 | Ten MonthsEnded October 31,2019 | ||||||||||||
| Q2 | PrecisionLender | Pro FormaAdjustments(Note 3) | Pro FormaCombined | ||||||||||
| Revenues | $ | 315,484 | $ | 18,526 | $ | (6,243 | ) | (a) | $ | 327,767 | |||
| Cost of revenues | 162,485 | 8,322 | 12,449 | (b), (c), (e) | 183,256 | ||||||||
| Gross profit | 152,999 | 10,204 | (18,692 | ) | 144,511 | ||||||||
| Operating expenses: | |||||||||||||
| Sales and marketing | 63,947 | 4,867 | 351 | (c), (e) | 69,165 | ||||||||
| Research and development | 76,273 | 7,670 | 630 | (c), (e) | 84,573 | ||||||||
| General and administrative | 56,739 | 10,666 | 196 | (c), (e) | 67,601 | ||||||||
| Acquisition related costs | 16,027 | 6,093 | (16,116 | ) | (d) | 6,004 | |||||||
| Amortization of acquired intangibles | 6,339 | — | 12,006 | (b) | 18,345 | ||||||||
| Unoccupied lease charges | 420 | — | — | 420 | |||||||||
| Total operating expenses | 219,745 | 29,296 | (2,933 | ) | 246,108 | ||||||||
| Loss from operations | (66,746 | ) | (19,092 | ) | (15,759 | ) | (101,597 | ) | |||||
| Other income (expense): | |||||||||||||
| Interest and other income | 3,672 | (373 | ) | — | 3,299 | ||||||||
| Interest and other expense | (20,290 | ) | (233 | ) | (33 | ) | (f) | (20,556 | ) | ||||
| Total other income (expense), net | (16,618 | ) | (606 | ) | (33 | ) | (17,257 | ) | |||||
| Loss before income taxes | (83,364 | ) | (19,698 | ) | (15,792 | ) | (118,854 | ) | |||||
| Benefit from (provision for) income taxes | 12,487 | — | (14,993 | ) | (g) | (2,506 | ) | ||||||
| Net loss | $ | (70,877 | ) | $ | (19,698 | ) | $ | (30,785 | ) | $ | (121,360 | ) | |
| Other comprehensive income (loss): | |||||||||||||
| Unrealized gain (loss) on<br>available-for-sale investments | 223 | — | — | 223 | |||||||||
| Foreign currency translation adjustment | (172 | ) | 29 | — | (143 | ) | |||||||
| Comprehensive loss | $ | (70,826 | ) | $ | (19,669 | ) | $ | (30,785 | ) | $ | (121,280 | ) | |
| Net loss per common share, basic and diluted | $ | (1.53 | ) | $ | (2.63 | ) | |||||||
| Weighted average common shares outstanding: | |||||||||||||
| Basic and diluted | 46,198 | 46,198 |
See accompanying Notes to unaudited pro forma combined financial information
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Note 1 - Basis of Pro Forma Presentation
The historical combined consolidated statement of operations has been adjusted to give effect to pro forma events that are (i) directly attributable to the merger, (ii) factually supportable, and (iii) with respect to the unaudited pro forma combined statement of operations, expected to have a continuing impact on the combined results. The unaudited pro forma adjustments are based on estimates of the fair values and useful lives of the assets acquired and liabilities assumed and have been prepared to illustrate the estimated effect of the merger.
The unaudited pro forma combined consolidated statement of operations included herein was derived from the Company’s and PrecisionLender’s historical consolidated financial statements, which were both prepared in accordance with GAAP. In order to conform the PrecisionLender historical consolidated financial statements to our financial statement presentation, we have reclassified certain line items within the PrecisionLender historical consolidated financial statements. Reclassifications mainly relate to conforming the names of the financial statement line items from PrecisionLender’s to the Company’s presentation.
The unaudited pro forma combined consolidated statement of operations has been prepared using the Company’s significant accounting policies as set forth in the audited consolidated financial statements for the fiscal year ended December 31, 2019, as updated in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. Based on the procedures performed to date, the accounting policies of PrecisionLender are similar in most material respects to the Company’s accounting policies.
PrecisionLender had not adopted Topic 842 whereas such standard was adopted by the Company as of January 1, 2019, and accordingly pro forma adjustments were required to conform PrecisionLender’s accounting policies with the Company’s. The primary impacts of adopting Topic 842 relate to the consolidated balance sheets as most of the operating lease commitments will be subject to the standard and recognized as right-of-use assets and corresponding operating lease liabilities upon the adoption of Topic 842, which will increase the total assets and total liabilities that the Company reports relative to such amounts prior to adoption and impacted the amount amortization and interest expense related to the right-of-use assets and corresponding lease liabilities.
Note 2 — Purchase Consideration and PurchasePrice Allocation
The total purchase price is as follows (in thousands):
| PreliminaryPurchaseConsideration | ||
|---|---|---|
| Cash purchase price | $ | 510,000 |
| Estimated working capital and other adjustments | 8,437 | |
| Total purchase price | $ | 518,437 |
At closing, the Company deposited into an escrow account $3.0 million of the initial consideration, or PL Purchase Price Escrow Amount, to compensate for any post-closing working capital adjustments. To the extent not utilized, the PL Purchase Price Escrow shall be paid to the former stockholders of PrecisionLender at the end of the 60-day adjustment period unless there are any unresolved claims remaining at that time. The Company also deposited into an escrow account $1.8 million of the initial consideration, or PL Escrow Amount, to compensate for any breach of a representation or warranty or any violation or default of any obligation by the sellers subsequent to the acquisition during a period of 18 months following the acquisition date. To the extent not utilized, the PL Escrow Amount shall be paid to the former stockholders of PrecisionLender at the end of the 18-month period unless there are any unresolved claims remaining at that time.
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Following the PrecisionLender Acquisition, the Company owns all of the outstanding equity interests of PrecisionLender.
The acquisition resulted in the identification of goodwill and intangible assets, including customer relationships, non-compete agreements, trademarks, and acquired technology. The fair value of the intangible assets was based on the income approach using various methods such as with and without, relief from royalty, and multi-period excess earnings. Intangible assets are amortized on a straight-line basis over their estimated useful lives, ranging from five to eight years.
Note 3 — Unaudited Pro Forma Combined Consolidated Statements of Operations Adjustments
Purchase Accounting Pro Forma Adjustments:
| a) | Reflects a reduction in revenue of $6.2 million related to the estimated fair value of the acquired<br>deferred revenue during the ten months ended October 31, 2019. | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| b) | Reflects an adjustment for the ten months ended October 31, 2019, for amortization expense related to the<br>fair value of identified intangible assets with definite lives. Amortization of the intangible assets has been included in the historic results starting on the acquisition date. Since the pro forma results of operations require the transaction to be<br>reflected as if it occurred on January 1, 2019, a pro forma adjustment has been recorded to account for the incremental amortization. The intangible assets are amortized on a straight-line basis over the useful lives of the assets. The amount<br>of amortization expense included in cost of revenues in the pro forma combined consolidated statement of operations was $12.1 million for the ten months ended October 31, 2019. The amount of amortization expense included in operating<br>expenses in the pro forma combined consolidated statement of operations was $12.0 million for the ten months ended October 31, 2019. | |||||||||||
| --- | --- | |||||||||||
| c) | Reflects an adjustment to record total stock compensation charges of $1.2 million related to restricted<br>stock units granted by the Company to PrecisionLender employees and officers for the ten months ended October 31, 2019, for awards granted to PrecisionLender employees subject to future service requirements subsequent to the closing. The<br>compensation expense is expected to be recorded as follows within the respective expense lines (in thousands): | |||||||||||
| --- | --- | |||||||||||
| Ten Months Ended October 31, 2019 | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Cost ofrevenues | Sales andmarketing | Research anddevelopment | General andadministrative | |||||||||
| Reversal of PrecisionLender’s historical stock-based compensation expense | $ | (104 | ) | $ | (99 | ) | $ | (177 | ) | $ | (55 | ) |
| Post-combination stock-based compensation expense | 382 | 361 | 648 | 202 | ||||||||
| Net stock-based compensation expense adjustment | $ | 278 | $ | 262 | $ | 471 | $ | 147 | ||||
| d) | Reflects the impact of transaction expenses and employee retention bonuses incurred for the ten months ended<br>October 31, 2019 related to the PrecisionLender acquisition. | |||||||||||
| --- | --- | |||||||||||
| e) | Reflects the amortization and interest expense related to the right-of-use assets and corresponding lease liabilities to conform PrecisionLender’s accounting policies with the Company’s adoption of Topic 842. | |||||||||||
| --- | --- | |||||||||||
| f) | Reflects the elimination of historical interest expense during the ten months ended October 31, 2019,<br>associated with PrecisionLender’s debt repaid by the Company in connection with the acquisition. | |||||||||||
| --- | --- | |||||||||||
| g) | Reflects the adjustment for the non-recurring reduction in the<br>valuation allowance amount. Because PrecisionLender will be included in the Company’s consolidated tax return following the acquisition, the Company has determined that the deferred tax liabilities related to the acquisition provide sufficient<br>taxable income to realize an equal amount of the Company’s deferred tax assets resulting in a reduction in the valuation allowance and no net increase to the Company’s deferred tax liabilities beyond the amount related to amortization of<br>tax deductible goodwill. | |||||||||||
| --- | --- |
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