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Form 8-K Q2 Holdings, Inc. For: Feb 05

February 5, 2015 4:17 PM


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K

CURRENT REPORT
Pursuant to Section�13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 5, 2015
Q2 HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or Other Jurisdiction of
Incorporation)
001-36350
(Commission File Number)
20-2706637
(IRS Employer
Identification No.)


13785 Research Blvd, Suite 150
Austin, Texas 78750
(512)�275-0072
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices)
Not Applicable

(Former name or former address, if changed since last report)



(Former name or former address, if changed since last report)
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):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





Item 2.02. Results of Operations and Financial Condition.

On February 5, 2015, Q2 Holdings, Inc. (the Company) issued a press release regarding its financial results for the fourth quarter and fiscal year ended December 31, 2014. A copy of the Companys press release is furnished herewith as Exhibit 99.1.
The information furnished in this Current Report under this Item 2.02 and the exhibit furnished herewith shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.


Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.
Description
99.1
Press release dated February 5, 2015







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.
February 5, 2015
/s/ Jennifer N. Harris
Jennifer N. Harris
Chief Financial Officer






Exhibit Index
Exhibit No.
Description
99.1
Press release dated February 5, 2015





Exhibit 99.1

Q2 Holdings, Inc. Announces Fourth Quarter and Full-Year 2014 Financial Results
Total fourth quarter revenue of $22.1 million, up 41 percent year-over-year
and full-year revenue of $79.1 million, up 39 percent year-over-year

AUSTIN, Texas (Feb. 5, 2015) - Q2 Holdings, Inc. (NYSE: QTWO), a leading provider of secure virtual banking solutions to regional and community financial institutions, today announced results for its fourth quarter and full year ended Dec. 31, 2014.

Fourth Quarter and Full-Year 2014 Results

"
Revenue for the fourth quarter of $22.1 million, up 41 percent year-over-year and full-year revenue of $79.1 million, up 39 percent year-over-year.

"
Non-GAAP gross margin for the fourth quarter of 42.8 percent, up from 31 percent one year ago. GAAP gross margin for the fourth quarter of 41.9 percent, up from 30.6 percent one year ago. Full-year non-GAAP gross margin of 42.6 percent, up from 36.7 percent in 2013. GAAP gross margin for the full year of 41.8 percent, up from 36.2 percent in 2013.

"
Adjusted EBITDA for the fourth quarter of negative $2.2 million, an improvement from negative $4.9 million one year ago and negative $2.3 million in the third quarter. Full-year adjusted EBITDA of negative $10.4 million compared to negative $12.3 million in 2013. GAAP net loss for the comparable periods, respectively, was as follows: $4.8 million for the fourth quarter 2014; $6.5 million for the fourth quarter of 2013; $4.6 million for the third quarter 2014; $19.6 million for the full year 2014; and $17.9 million for the full year 2013.

The fourth quarter was a strong finish to a fantastic year as the company continued to execute across sales, product development and implementations, said Matt Flake, president and CEO of Q2 Holdings, Inc. We signed five Tier 1 customers, rolled out the next generation of our platform and added more than 1.2 million users in 2014 while growing revenue 39 percent and boosting gross margin. Im optimistic about 2015 and look forward to another strong year.

Fourth Quarter and Full-Year 2014 Highlights

"
Signed two additional Tier 1 financial institutions in the fourth quarter for a total of five for the full year. Added a Top 20 Credit Union in the Southwest and a leading bank in the Western United States in the fourth quarter.

"
Exited the fourth quarter with more than 4.3 million registered users on the Q2 platform, representing 39 percent year-over-year growth and 5 percent quarter-over-quarter growth.

"
Rolled out our initial Treasury banking product, which is experiencing strong demand in the marketplace and will support our customers as they look to move up-market and acquire more lucrative commercial accounts.

Financial Outlook

Q2 Holdings is providing guidance for its first quarter 2015 as follows:

"
Total revenue of $23.2 million to $23.8 million, which would represent year-over-year growth of 38 percent to 41 percent.

"
Adjusted EBITDA of negative $3.0 million to negative $3.5 million.




Q2 Holdings is providing guidance for the full-year 2015 as follows:

"
Total revenue of $104 million to $106 million, which would represent year-over-year growth of 31 percent to 34 percent.

"
Adjusted EBITDA of negative $9.5 million to negative $11 million.

Conference Call Details

Date: ��������Feb. 5, 2015
Time: ��������5:00 p.m. EST
Hosts: ����Matt Flake, CEO / Jennifer Harris, CFO
Dial in: ����US toll free: 1-877-201-0168
International: 1-647-788-4901
Conference ID:����63250467

Please join the conference call at least 10 minutes before start time to ensure the line is connected. A live webcast of the conference call will be accessible from the investor relations section of the Q2 Holdings, Inc. website at http://investors.q2ebanking.com/.

A replay of the webcast will also be available at this website on a temporary basis shortly after the call.

About Q2 Holdings, Inc.
Q2 is a leading provider of secure, cloud-based virtual banking solutions headquartered in Austin, Texas. Q2 enables regional and community financial institutions, or RCFIs, to deliver a robust suite of integrated virtual banking services and engage more effectively with their retail and commercial account holders who expect to bank anytime, anywhere and on any device. Q2 solutions are often the most frequent point of interaction between its RCFI customers and their account holders. As such, Q2 purpose-built its solutions to deliver a compelling, consistent user experience across digital channels and drive the success of its customers by extending their local brands, enabling improved account holder retention and creating incremental sales opportunities. To learn more about Q2 visit q2ebanking.com.
Use of Non-GAAP Measures

Management believes that adjusted EBITDA and non-GAAP gross margin are useful measures of operating performance because they exclude items that Q2 does not consider indicative of its core performance. In the case of adjusted EBITDA, Q2 adjusts net loss for such things as interest, taxes, depreciation and amortization, stock-based compensation, loss from discontinued operations and unoccupied lease charges. In the case of non-GAAP gross margin, Q2 adjusts gross margin for stock-based compensation. However, these non-GAAP measures should be considered in addition to, not as a substitute for or superior to, net loss and GAAP gross margin, or other financial measures prepared in accordance with GAAP. A reconciliation to the closest GAAP measures of these non-GAAP measures is contained in tabular form on the attached unaudited condensed consolidated financial statements.

Q2s management uses adjusted EBITDA and non-GAAP gross margin as measures of operating performance; to prepare Q2s annual operating budget; to allocate resources to enhance the financial performance of Q2s business; to evaluate the effectiveness of Q2s business strategies; to provide consistency and comparability with past financial performance; to facilitate a comparison of Q2s results with those of other companies, many of which use similar non-GAAP financial measures to supplement their GAAP results; and in communication with our board of directors concerning Q2s financial performance.



Forward-looking Statements
This press release contains forward-looking statements, including statements about Q2s excitement and optimism about 2015; demand for our Treasury banking product and its ability to support our customers growth; and Q2s quarterly and annual financial guidance. The forward-looking statements contained in this press release are based upon Q2s historical performance and its current plans, estimates and expectations and are not a representation that such plans, estimates or expectations will be achieved. Factors that could cause actual results to differ materially from those described herein include risks related to: (a) the risk that Q2 will face increased competition in its existing markets and as it enters new sections of the market with Tier 1 customers and new products and services; (b) the risk that the market for Q2s solutions does not grow as anticipated; (c) the challenges and costs associated with selling, implementing and supporting Q2s solutions, particularly for larger customers with more complex requirements and longer implementation processes; (d) errors, interruptions or delays in Q2s service or Web hosting; (e) risks associated with breaches of security measures within Q2s products, systems and infrastructure; (f) technological and regulatory developments; (g) the impact that a slowdown in the economy, financial markets, and credit markets has on Q2s business sales cycles, prospects and customers spending decisions and timing of implementation decisions; (h) the difficulties and risks associated with developing and selling complex new solutions and enhancements with the technical and regulatory specifications and functionality desired by customers and governmental authorities; (i) the difficulties and costs Q2 may encounter with complex implementations of its solutions and the resulting impact on the timing of its revenue from any delayed implementations; (j) the risk that Q2 will not be able to maintain historical contract terms such as pricing and duration; (k) the risks associated with managing growth and the challenges associated with improving operations and hiring, retaining and motivating employees to support such growth; (l) the risk that modification or negotiation of contractual arrangements will be necessary during Q2s implementations of its solutions or the general risks associated with the complexity of Q2s customer arrangements; and (m) litigation related to intellectual property and other matters and any related claims, negotiations and settlements.
Additional information relating to the uncertainty affecting the Q2 business are contained in Q2s filings with the Securities and Exchange Commission. These documents are available on the SEC Filings section of the Investor Relations section of Q2s website at http://investors.q2ebanking.com/. These forward-looking statements represent Q2s expectations as of the date of this press release. Subsequent events may cause these expectations to change, and Q2 disclaims any obligations to update or alter these forward-looking statements in the future, whether as a result of new information, future events or otherwise.




Q2 Holdings, Inc.
Condensed Consolidated Balance Sheets
(in thousands)

December 31,
2014
December 31,
2013
(unaudited)
Assets
Current assets:
Cash and cash equivalents
67,979

18,675

Restricted cash
829

116

Investments
20,956



Accounts receivable, net
5,007

9,063

Prepaid expenses and other current assets
2,695

1,079

Deferred solution and other costs, current portion
5,060

3,124

Deferred implementation costs, current portion
1,996

1,814

Total current assets
104,522

33,871

Property and equipment, net
18,521

14,831

Deferred solution and other costs, net of current portion
7,159

5,358

Deferred implementation costs, net of current portion
5,378

4,560

Other long-term assets
1,226

2,488

Total assets
$
136,806

$
61,108

Liabilities and stockholders' equity (deficit)
Current liabilities:
Accounts payable and accrued liabilities
15,190

15,749

Deferred revenues, current portion
17,289

12,728

Capital lease obligations, current portion
408

714

Total current liabilities
32,887

29,191

Deferred revenue, net of current portion
19,436

14,773

Capital lease obligations, net of current portion
167

575

Long-term debt, net of current portion


6,288

Deferred rent, net of current portion
4,694

4,444

Other long-term liabilities
682

101

Total liabilities
57,866

55,372

Redeemable convertible preferred stock and redeemable common stock


42,052

Stockholders' equity (deficit):
Junior convertible preferred stock


1,740

Common stock
3

1

Treasury stock
(20
)


Additional paid-in capital
143,337

6,675

Accumulated other comprehensive loss
(14
)


Accumulated deficit
(64,366
)
(44,732
)
Total stockholders' equity (deficit)
78,940

(36,316
)
Total liabilities and stockholders' equity (deficit)
$
136,806

$
61,108




Q2 Holdings, Inc.
Condensed Consolidated Statements of Operations and Comprehensive Loss
(in thousands, except per share data)

Three Months Ended December 31,
Twelve Months Ended December 31,
2014
2013
2014
2013
(unaudited)
(unaudited)
(unaudited)
(unaudited)
Revenues
$
22,148

$
15,669

$
79,129

$
56,872

Cost of revenues (1)
12,869

10,879

46,054

36,261

Gross profit
9,279

4,790

33,075

20,611

Operating expenses:
Sales and marketing (1)
5,886

4,929

23,069

16,726

Research and development (1)
3,408

2,752

12,086

9,029

General and administrative (1)
4,641

3,424

16,991

11,742

Unoccupied lease charges






236

Total operating expenses
13,935

11,105


52,146


37,733

Loss from operations
(4,656
)
(6,315
)

(19,071
)

(17,122
)
Other income (expense), net
(84
)
(162
)
(492
)
(499
)
Loss before income taxes
(4,740
)
(6,477
)

(19,563
)

(17,621
)
Provision for income taxes
(20
)
(22
)
(71
)
(55
)
Loss from continuing operations
(4,760
)
(6,499
)

(19,634
)

(17,676
)
Loss from discontinued operations, net of tax






(199
)
Net Loss
$
(4,760
)
$
(6,499
)

$
(19,634
)

$
(17,875
)
Other comprehensive loss:
Unrealized gain (loss) on available for sale investments
6



(14
)


Comprehensive loss
$
(4,754
)
$
(6,499
)
$
(19,648
)
$
(17,875
)
Net loss per common share:






Loss from continuing operations per common share, basic and diluted
$
(0.14
)
$
(0.54
)

$
(0.67
)

$
(1.49
)
Loss from discontinued operations per common share, basic and diluted
$


$



$



$
(0.02
)
Net loss per common share, basic and diluted
$
(0.14
)
$
(0.54
)

$
(0.67
)

$
(1.51
)
Weighted average common shares outstanding, basic and diluted
34,405

12,078

29,257

11,866

(1)
Includes stock-based compensation expenses as follows:
Three Months Ended December 31,
Twelve Months Ended December 31,
2014
2013
2014
2013
Cost of revenues
$
191

$
72

$
623

$
264

Sales and marketing
231

94

774

274

Research and development
167

68

527

257

General and administrative
894

249

2,646

810

Total stock-based compensation expenses
$
1,483

$
483


$
4,570


$
1,605





Q2 Holdings, Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands)

Twelve Months Ended December 31,
2014
2013
(unaudited)
(unaudited)
Cash flows from operating activities:
Net loss
$
(19,634
)
$
(17,875
)
Adjustments to reconcile net loss to net cash
used in operating activities:
Amortization of deferred implementation, solution and other costs
4,435

2,837

Depreciation and amortization
4,083

2,971

Amortization of debt issuance costs
96

68

Amortization of premiums on investments
17



Stock-based compensation expenses
4,570

1,605

Loss from discontinued operations


199

Other non-cash charges
65

75

Unoccupied lease charges


236

Changes in operating assets and liabilities
1,082

8,613

Net cash used in continuing operations
(5,286
)
(1,271
)
Net cash used in discontinued operating activities


(236
)
Net cash used in operating activities
(5,286
)
(1,507
)
Cash flows from investing activities:
Net purchases of investments
(20,986
)


Purchases of property and equipment
(5,036
)
(11,138
)
Acquisitions and purchase of intangible assets


(125
)
Increase in restricted cash
(713
)


Cash included in distribution of spin-off


(46
)
Cash used in investing activities
(26,735
)
(11,309
)
Cash flows from financing activities:
Proceeds from issuance of preferred stock


18,995

Borrowings and payments on line of credit and capital leases, net
(6,958
)
2,950

Proceeds from issuance of common stock
88,283

435

Net cash provided by financing activities
81,325

22,380

Net increase in cash and cash equivalents
49,304

9,564

Cash and cash equivalents, beginning of period
18,675

9,111

Cash and cash equivalents, end of period
$
67,979

$
18,675





Q2 Holdings, Inc.
Reconciliation of GAAP to Non-GAAP Measures
(in thousands, except per share data)
Three Months Ended December 31,
Twelve Months Ended December 31,
2014
2013
2014
2013
(unaudited)
(unaudited)
(unaudited)
(unaudited)
GAAP gross profit
$
9,279

$
4,790

$
33,075

$
20,611

Stock-based compensation
191

72

623

264

Non-GAAP gross profit
$
9,470

$
4,862


$
33,698


$
20,875

Non-GAAP gross margin:
Non-GAAP gross profit
$
9,470

$
4,862

$
33,698

$
20,875

GAAP revenue
22,148

15,669

79,129

56,872

Non-GAAP gross margin
42.8
%
31.0
%

42.6
%

36.7
%
Adjusted non-GAAP gross profit:
Non-GAAP gross profit
$
9,470

$
4,862

$
33,698

$
20,875

One-time charge related to past use of intellectual property


1,058



1,058

Adjusted non-GAAP gross profit:
$
9,470

$
5,920

$
33,698

$
21,933

Adjusted non-GAAP gross margin:
Adjusted non-GAAP gross profit
$
9,470

$
5,920

$
33,698

$
21,933

GAAP revenue
22,148

15,669

79,129

56,872

Adjusted non-GAAP gross margin:
42.8
%
37.8
%
42.6
%
38.6
%
GAAP sales and marketing expense
5,886

4,929

23,069

16,726

Stock-based compensation
(231
)
(94
)
(774
)
(274
)
Non-GAAP sales and marketing expense
$
5,655

$
4,835


$
22,295


$
16,452

GAAP research and development expense
3,408

2,752

12,086

9,029

Stock-based compensation
(167
)
(68
)
(527
)
(257
)
Non-GAAP research and development expense
$
3,241

$
2,684


$
11,559


$
8,772

GAAP general and administrative expense
4,641

3,424

16,991

11,742

Stock-based compensation
(894
)
(249
)
(2,646
)
(810
)
Non-GAAP general and administrative expense
$
3,747

$
3,175


$
14,345


$
10,932

GAAP operating loss
(4,656
)
(6,315
)
(19,071
)
(17,122
)
Stock-based compensation
1,483

483

4,570

1,605

Non-GAAP operating loss
$
(3,173
)
$
(5,832
)

$
(14,501
)

$
(15,517
)
GAAP net loss
(4,760
)
(6,499
)
(19,634
)
(17,875
)
Stock-based compensation
1,483

483

4,570

1,605

Non-GAAP net loss
$
(3,277
)
$
(6,016
)

$
(15,064
)

$
(16,270
)
Non-GAAP net loss per share, basic and diluted
Numerator:
Non-GAAP net loss
$
(3,277
)
$
(6,016
)
$
(15,064
)
$
(16,270
)
Denominator:
Weighted average common shares outstanding, basic and diluted
34,405

12,078

29,257

11,866

Non-GAAP net loss per share, basic and diluted
$
(0.10
)
$
(0.50
)
$
(0.51
)
$
(1.37
)
Pro forma non-GAAP net loss per share, basic and diluted
Numerator:
Non-GAAP net loss
$
(3,277
)
$
(6,016
)
$
(15,064
)
$
(16,270
)
Denominator:
Weighted average common shares outstanding, basic and diluted
34,405

12,078

29,257

11,866

Plus: assumed conversion of preferred stock to common stock (1)


13,583

3,089

13,161

Denominator for pro forma net loss per share, basic and diluted
34,405

25,661


32,346


25,027

Pro forma non-GAAP net loss per share, basic and diluted
$
(0.10
)
$
(0.23
)

$
(0.47
)

$
(0.65
)
Reconciliation of net loss to adjusted EBITDA:
Net loss
$
(4,760
)
$
(6,499
)
$
(19,634
)
$
(17,875
)
Interest (income) expense, net
84

162

492

499

Depreciation and amortization
961

900

4,083

2,971

Stock-based compensation
1,483

483

4,570

1,605

Provision for income taxes
20

22

71

55

Loss from discontinued operations






199

Unoccupied lease charges






236

Adjusted EBITDA
$
(2,212
)
$
(4,932
)

$
(10,418
)

$
(12,310
)
___________________________________________________________
(1) Assumes conversion of all outstanding shares of preferred stock, on an as-if-converted basis, at the later of January 1 of each year or the date of issuance of the preferred stock.



Contacts
Media Contact:
Kathleen Lucente
Red Fan Communications
O: (512)-551-9253/ C: (512)-217-6352
[email protected]

Investor Contact:
Bob Gujavarty
Q2 Holdings, Inc.
O: (512)-439-3447
[email protected]





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