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8-K - 8-K Q4 2013 EARNINGS - Textura Corpa8-kq42013earningsrelease.htm
Exhibit 99.1


News Release
Textura Announces Revenue Increase of 72% for Fourth Quarter 2013
Chicago, IL, November 21, 2013 / PRNewswire/ --Textura Corporation (NYSE: TXTR), the leading provider of collaboration solutions for the construction industry, today announced financial results for the fourth quarter and fiscal year ended September 30, 2013.
Revenue increased 72% year over year to $10.9 million
Accelerating revenue growth from 65% in prior quarter
Construction value added of $23.7 billion, up 158% year over year & up 74% from the third quarter
Recently announced an agreement to acquire LATISTA, the leading provider of mobile-enabled, cloud-based field management solutions in the industry
In September launched BidOrganizer™, a new solution designed to help contractors with a central, online location to prioritize, track, and schedule all bid invitations

“We delivered another quarter of very strong growth as demand for our products continues to be driven by new customers embracing our unique solutions and existing customers ramping implementation of their projects on our solutions,” said Patrick Allin, Chairman and CEO of Textura. “During the quarter we continued to execute on our strategic initiatives as we launched new products, announced new customer engagements, and completed a follow-on equity offering which further enhanced our financial liquidity. Just last week, we announced our agreement to acquire LATISTA which will broaden our suite of solutions and provide Textura with mobile capabilities further expanding our large addressable market.”
“During the quarter we delivered accelerating year over year growth in revenue and construction value added which exceeded expectations,” said Jillian Sheehan, Executive Vice President and CFO of Textura. “We continue to make significant investments to support the growth of our Company and we are raising our outlook for fiscal year 2014.”
Results for the fourth quarter of fiscal 2013:
Revenue: Revenue was $10.9 million, an increase of 72% over the prior year period, and an acceleration from 65% year over year growth in the quarter ended June 30, 2013. Organic revenue increased by 45% year over year, an acceleration from 38% in the prior quarter.

Operating Metrics: Active construction projects increased 32% year over year to 6,225, with more than 1,500 projects added during the quarter representing $23.7 billion in construction value added, up 158% year over year and 74% from the previous quarter.

Deferred Revenue: Deferred revenue at September 30, 2013 was $21.9 million, up 55% from September 30, 2012, and up 17% from $18.8 million at June 30, 2013.

Adjusted EBITDA: Adjusted EBITDA loss was $4.5 million, an increase from $2.0 million in the fourth quarter of fiscal 2012. Adjusted EPS loss was $0.23, a decrease from $0.33 in the fourth quarter 2012, driven by a higher share count.

Total Cash and Cash Equivalents: As of September 30, 2013, total cash and cash equivalents was $127.7 million, which includes net proceeds received in the fourth quarter of $59.8 million in connection with our follow-on offering completed on September 19, 2013.




Results for fiscal year 2013:
Revenue: Revenue was $35.5 million, an increase of 64% over the prior year.

Operating Metrics: Active construction projects increased 43% year over year to 9,127, with more than 5,200 projects added during the year representing $55.7 billion in construction value added, up 65% year over year.

Adjusted EBITDA: Adjusted EBITDA loss was $13.2 million, an increase from $9.1 million in 2012. Adjusted EPS loss was $1.47, an increase from $1.44 in 2012.

Fiscal Year 2014 Outlook
The Company is raising its fiscal 2014 full year forecast and introducing its first quarter financial forecast as follows:
Fiscal 2014            Fiscal 1Q14
Revenue             $57.5 - $60.5 million         $11.7 - $11.9 million
Year-over-year growth          62 - 70%             72 - 75%

Conference Call and Webcast Information
Textura plans to host a conference call today at 4:00 p.m. Central Time/ 5:00 p.m. Eastern Time to review its fourth quarter and fiscal year 2013 financial results and to discuss its financial outlook. Interested parties are invited to listen to the conference call by dialing 1- 877-407-4018, or for international callers, 1- 201-689-8471. Replays of the entire call will be available through November 28, 2013 at 1-877-870-5176, or for international callers, 1-858-384-5517, conference ID # 13572694. A webcast of the conference call will also be available on the investor relations page of the Company's website at investors.texturacorp.com.

2014 Annual Meeting and Record Dates
Textura will hold its 2014 Annual Meeting of Stockholders on Monday, February 3, 2013 at 8:30 a.m. Central Time at its executive offices located at 1405 Lake Cook Road, Deerfield, Illinois 60015. The record date for voting eligibility at the Annual Meeting is December 17, 2013.
About Textura
Textura is the leading provider of collaboration and productivity tools for the construction industry. Our solutions serve all construction industry professionals across the project lifecycle - from takeoff, estimating, design and pre-qualification to bid management, submittals, LEED® management and payment.
Textura's collaboration platform and online product suite represent the first time the industry has all the tools needed to manage their business in an integrated fashion to save time and money and reduce exposure to risks. With award winning technology, world-class customer support and consistent growth, Textura is leading the construction industry's technology transformation.
Use of Non-GAAP Financial Measures
Reconciliations of non-GAAP financial measures to Textura's financial results as determined in accordance with GAAP are included at the end of this press release following the accompanying financial data. For a description of these non-GAAP financial measures, including the reasons management uses each measure, please see the section titled “Adjusted EBITDA and Adjusted EPS Definitions.”




Adjusted EBITDA and Adjusted EPS Definitions
Adjusted EBITDA represents loss before interest, taxes, depreciation and amortization, share-based compensation expense, acquisition-related and other expenses and offering-related expenses. Adjusted EBITDA is not determined in accordance with accounting principles generally accepted in the United States (''GAAP''), and is a performance measure used by management in conjunction with traditional GAAP operating performance measures as part of the overall assessment of our performance including:
for planning purposes, including the preparation of the annual budget;
to evaluate the effectiveness of business strategies; and
as a factor when determining management's total compensation.

We believe the use of Adjusted EBITDA as an additional operating performance metric provides greater consistency for period-to-period comparisons of our operations. For our internal analysis, Adjusted EBITDA removes fluctuations caused by changes in our capital structure (interest expense), non-cash items such as depreciation, amortization and share-based compensation, and other infrequent charges.
These excluded amounts in any given period may not directly correlate to the underlying performance of the business or may fluctuate significantly from period to period due to the issuance or conversion of convertible debentures, acquisitions, fully amortized tangible or intangible assets, or the timing and pricing of new share-based awards. We also believe Adjusted EBITDA is useful to investors and securities analysts in evaluating our operating performance as it provides them an additional tool to compare business performance across companies and periods.
Adjusted EBITDA is not a measurement under GAAP and should not be considered an alternative to net loss or as an alternative to cash flows from operating activities. The Adjusted EBITDA measurement has limitations as an analytical tool and the method of calculation may vary from company to company.
Adjusted EPS is calculated as Adjusted Net Loss divided by the number of weighted-average common shares outstanding during the period. Adjusted Net Loss is comprised of Textura's net loss adjusted for share-based compensation expense, amortization expense, acquisition-related and other expenses and offering-related expenses recognized during the period. We believe the use of Adjusted EPS as an additional operating performance metric provides greater consistency for period-to-period comparisons of our operations and greater comparability to our peer group.
Adjusted EPS is not a measurement under GAAP and should not be considered an alternative to net loss per share. The Adjusted EPS measurement has limitations as an analytical tool and the method of calculation may vary from company to company.
Forward-Looking Statements
This press release includes forward-looking statements, including statements regarding Textura's future financial performance, market growth, demand for Textura's solutions, and general business conditions. Any forward-looking statements contained in this press release are based upon Textura's historical performance and its current expectations and projections about future events and financial trends affecting the financial condition of its business. These forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. These forward-looking statements are based on information available to Textura as of the date of this press release, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause such differences include, but are not limited to, trends in the global and domestic economy and the commercial construction industry; our ability to effectively manage our growth; our ability to develop the market for our solutions; competition with our business; our dependence on a limited number of client relationships for a significant portion of our revenues; our dependence on a single software solution for a substantial portion of our revenues; the length of the selling cycle to secure new enterprise relationships for our CPM solution, which requires significant investment of resources; our ability to cross-sell our solutions; the continued growth of the market for on-demand software solutions; our ability to develop and bring to market new




solutions in a timely manner; our success in expanding our international business and entering new industries; and the availability of suitable acquisitions or partners and our ability to achieve expected benefits from such acquisitions or partnerships, including our acquisition of PlanSwift in January 2013 and our anticipated acquisition of LATISTA in December 2013. Forward-looking statements speak only as of the date of this press release and we assume no obligation to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information, except to the extent required by applicable laws. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements. Further information on potential factors that could affect actual results is included under the heading "Risk Factors" in our prospectus filed on September 20, 2013 and will be included under the heading “Risk Factors” in our Annual Report on Form10-K, which we expect to file on or about November 22, 2013, and our other reports filed with the SEC.


Investor Contacts:
Jillian Sheehan
Textura Corporation, EVP & CFO
847-235-8440
or
ir@texturacorp.com
847-457-6553








Textura Corporation
Consolidated Balance Sheets (unaudited)
(in thousands, except per share amounts)
 
September 30,
2013
 
September 30, 2012
Assets
 
 
 
Current assets
 
 
 
Cash and cash equivalents
$
127,728

 
$
4,174

Accounts receivable, net of allowance for doubtful accounts of $148 and $59 at September 30, 2013 and 2012, respectively
3,664

 
1,621

Prepaid expenses and other current assets
1,534

 
701

Total current assets
132,926

 
6,496

Property and equipment, net
19,807

 
17,775

Restricted cash
1,530

 
1,000

Goodwill
23,937

 
17,949

Intangible assets, net
9,381

 
7,722

Other assets
386

 
157

Total assets
$
187,967

 
$
51,099

 
 
 
 
Liabilities, Redeemable Securities and Equity (Deficit)
 
 
 
Current liabilities
 
 
 
Accounts payable
$
1,799

 
$
1,055

Accrued expenses
10,107

 
6,852

Deferred revenue, short-term
19,935

 
12,793

Notes and leases payable, short-term
868

 
87

Loan payable to related party, short-term
500

 
500

Total current liabilities
33,209

 
21,287

Deferred revenue, long-term
1,956

 
1,373

Convertible debentures

 
15,888

Notes and leases payable, long-term
742

 

Loan payable to related party, long-term
9,719

 
10,219

Other long-term liabilities
546

 
599

Total liabilities
46,172

 
49,366

Redeemable Series A-1 preferred stock, $.001 par value; no shares authorized, issued or outstanding at September 30 2013; 1,441 shares authorized and 1,015 shares issued and outstanding at September 30, 2012

 
43,135

Redeemable non‑controlling interest
373

 

Stockholders’ equity (deficit)
 
 
 
Series A-2 preferred stock, $.001 par value; no shares authorized, issued or outstanding at September 30 2013; 1,058 shares authorized and 805 shares issued and outstanding at September 30, 2012

 
1

Preferred stock, $.001 par value; 10,000 authorized; 0 shares issued and outstanding

 

Common stock, $.001 par value; 90,000 shares authorized; 25,091 and 8,992 shares issued and 24,629 and 8,570 shares outstanding at September 30, 2013 and 2012
25

 
9

Additional paid in capital
325,387

 
95,389

Treasury stock, at cost; 462 and 422 shares at September 30, 2013 and 2012
(5,831
)
 
(5,231
)
Accumulated other comprehensive loss
(23
)
 

Accumulated deficit
(178,136
)
 
(141,252
)
Total Textura Corporation stockholders’ equity (deficit)
141,422

 
(51,084
)
Non-controlling interest

 
9,682

Total equity (deficit)
141,422

 
(41,402
)
Total liabilities, redeemable securities and equity (deficit)
$
187,967

 
$
51,099








Textura Corporation
Consolidated Statements of Operations (unaudited)
(in thousands, except per share amounts)
 
Year Ended
September 30,
 
Three Months Ended
September 30,
 
2013
 
2012
 
2013
 
2012
Revenues
$
35,534

 
$
21,681

 
$
10,853

 
$
6,319

Operating expenses
 
 
 
 
 
 
 
Cost of services (exclusive of depreciation and amortization shown separately below)
11,754

 
6,152

 
3,532

 
1,791

General and administrative
23,479

 
11,105

 
6,405

 
2,925

Sales and marketing
12,707

 
5,995

 
3,172

 
1,833

Technology and development
18,148

 
11,123

 
4,445

 
2,690

Depreciation and amortization
4,525

 
4,080

 
1,358

 
1,062

Total operating expenses
70,613

 
38,455

 
18,912

 
10,301

Loss from operations
(35,079
)
 
(16,774
)
 
(8,059
)
 
(3,982
)
Other expense, net
 
 
 
 
 
 
 
Interest income
28

 
5

 
18

 
1

Interest expense
(4,717
)
 
(2,205
)
 
(212
)
 
(566
)
Change in fair value of conversion option liability
440

 
181

 

 
48

Total other expense, net
(4,249
)
 
(2,019
)
 
(194
)
 
(517
)
Loss before income taxes
(39,328
)
 
(18,793
)
 
(8,253
)
 
(4,499
)
Income tax provision
294

 

 
68

 

Net loss
(39,622
)
 
(18,793
)
 
(8,321
)
 
(4,499
)
Less: Net loss attributable to non-controlling interests
(2,738
)
 
(2,866
)
 
(95
)
 
(900
)
Net loss attributable to Textura Corporation
(36,884
)
 
(15,927
)
 
(8,226
)
 
(3,599
)
Accretion of redeemable Series A-1 preferred stock
3,549

 
3,373

 

 
2,717

Accretion of redeemable non‑controlling interest
325

 

 
103

 

Dividends on Series A-2 preferred stock
335

 
480

 

 
120

Beneficial conversion of Series A-2 preferred stock
7,161

 

 

 

Net loss available to Textura Corporation common stockholders
$
(48,254
)
 
$
(19,780
)
 
$
(8,329
)
 
$
(6,436
)
Net loss per share available to Textura Corporation common stockholders, basic and diluted
$
(3.58
)
 
$
(2.31
)
 
$
(0.36
)
 
$
(0.75
)
Weighted average number of common shares outstanding, basic and diluted
13,492

 
8,548

 
22,918

 
8,560


















Textura Corporation
Consolidated Statements of Cash Flows (unaudited)
(in thousands)
 
Year Ended
September 30,
 
Three Months Ended
September 30,
 
2013
 
2012
 
2013
 
2012
Cash flows from operating activities
 
 
 
 
 
 
 
Net loss
$
(39,622
)
 
$
(18,793
)
 
$
(8,321
)
 
$
(4,499
)
Adjustments to reconcile net loss to net cash used in operating activities:
 
 
 
 
 
 
 
Depreciation and amortization
4,525

 
4,080

 
1,374

 
1,065

Non-cash interest expense
3,642

 
1,526

 
11

 
403

Deferred income taxes
294

 

 
68

 

Change in fair value of conversion option liability
(440
)
 
(181
)
 

 
(48
)
Share‑based compensation
12,628

 
2,676

 
1,400

 
599

Issuance of warrants for referral fees
202

 

 
202

 

Changes in operating assets and liabilities, net of acquisitions:
 
 
 
 
 
 
 
Accounts receivable
(1,972
)
 
(694
)
 
(951
)
 
(90
)
Prepaid expenses and other assets
(807
)
 
(221
)
 
(186
)
 
(30
)
Deferred revenue, including long-term portion
7,240

 
6,128

 
3,126

 
1,710

Accounts payable
(1,123
)
 
181

 
(1,700
)
 
184

Accrued expenses and other
3,531

 
1,895

 
4,339

 
479

Net cash used in operating activities
(11,902
)
 
(3,403
)
 
(638
)
 
(227
)
Cash flows from investing activities
 
 
 
 
 
 
 
Increase in restricted cash
(530
)
 
(100
)
 
(300
)
 

Purchases of property and equipment
(1,786
)
 
(393
)
 
(1,029
)
 
(34
)
Partner’s investment in joint venture
407

 

 

 

Acquisitions of businesses, net of cash acquired
(989
)
 
(12,349
)
 

 

Net cash used in investing activities
(2,898
)
 
(12,842
)
 
(1,329
)
 
(34
)
Cash flows from financing activities
 
 
 
 
 
 
 
Principal payments on loan payable
(502
)
 
(500
)
 
(251
)
 
(250
)
Payments on capital leases
(238
)
 

 
(145
)
 

Proceeds from debt issuances
6,930

 

 

 

Repayments of debt
(7,964
)
 

 

 

Proceeds from debentures

 
13,004

 

 

Proceeds from issuance of warrants

 
1,660

 

 

Proceeds from exercise of stock options and warrants
2,226

 
321

 
1,815

 
321

Deferred financing costs
(151
)
 

 
(5
)
 

Proceeds from issuance of common stock in IPO and follow-on offering, net of underwriting discounts and commissions and other offering costs
138,690

 

 
59,652

 

Repurchase of common shares
(600
)
 

 

 

Other financing activities

 
(7
)
 

 
(7
)
Net cash provided by financing activities
138,391

 
14,478

 
61,066

 
64

Effect of changes in foreign exchange rates on cash and cash equivalents
(37
)
 

 
2

 

Net increase (decrease) in cash and cash equivalents
123,554

 
(1,767
)
 
59,101

 
(197
)
Cash and cash equivalents
 
 
 
 
 
 
 
Beginning of period
4,174

 
5,941

 
68,627

 
4,371

End of period
$
127,728

 
$
4,174

 
$
127,728

 
$
4,174





Textura Corporation
Operating Metrics (unaudited)
(dollars in thousands, except where otherwise indicated)
 
Year Ended
September 30,
 
Three Months Ended
September 30,

 
2013
 
2012
 
2013
 
2012
Activity‑driven revenue
$28,134
 
$19,064
 
$8,361
 
$5,581
Organization‑driven revenue
7,400
 
2,617
 
2,492
 
738
Total revenue
$35,534
 
$21,681
 
$10,853
 
$6,319
Activity‑driven revenue:
 
 
 
 
 
 
 
    Number of projects added
5,247
 
4,167
 
1,511
 
1,175
Client‑reported construction value added (billions)
$55.7
 
$33.8
 
$23.7
 
$9.2
Active projects during period
9,127
 
6,393
 
6,225
 
4,731
Organization‑driven revenue:
 
 
 
 
 
 
 
Number of organizations
10,616
 
5,204
 
10,114
 
5,204

The following table presents a reconciliation from the most directly comparable GAAP measure, net loss, to Adjusted EBITDA (in thousands, unaudited):
 
Year Ended
September 30,
 
Three Months Ended
September 30,
 
2013
 
2012
 
2013
 
2012
Net loss
$
(39,622
)
 
$
(18,793
)
 
$
(8,321
)
 
$
(4,499
)
Net interest expense
4,689

 
2,200

 
194

 
566

Income tax provision
294

 

 
68

 

Depreciation and amortization
4,525

 
4,080

 
1,358

 
1,062

EBITDA
(30,114
)
 
(12,513
)
 
(6,701
)
 
(2,871
)
Share‑based compensation expense
12,628

 
2,676

 
1,400

 
598

Acquisition‑related and other expenses *
1,172

 
741

 
758

 
258

Offering-related expenses **
3,104

 

 
93

 

Adjusted EBITDA
$
(13,210
)
 
$
(9,096
)
 
$
(4,450
)
 
$
(2,015
)

* Acquisition-related and other expenses represents acquisition and certain tax-related costs.
** Offering-related expenses for the year ended September 30, 2013 represent one-time cash bonuses of $3.0 million paid to long-tenured employees in connection with the IPO and expenses related to our follow-on offering in September 2013 that were not capitalized. Offering-related expenses for the three months ended September 30, 2013 represent expenses related to our follow-on offering in September 2013 that were not capitalized.
Share-based compensation expense for employee equity awards is reflected in the following captions in the consolidated statements of operations (in thousands, unaudited):
 
Year Ended
September 30,
 
Three Months Ended
September 30,
 
2013
 
2012
 
2013
 
2012
Cost of services
$
2,147

 
$
203

 
$
160

 
$
52

General and administrative
5,294

 
1,588

 
922

 
381

Sales and marketing
2,471

 
298

 
142

 
83

Technology and development
2,716

 
587

 
176

 
82

Total
$
12,628

 
$
2,676

 
$
1,400

 
$
598






The following table presents a reconciliation from the most directly comparable GAAP measure, net loss per share, to Adjusted EPS (in thousands, except per share amounts, unaudited):
 
Year Ended
September 30,
 
Three Months Ended
September 30,
 
2013
 
2012
 
2013
 
2012
Net loss available to Textura Corporation common shareholders
$
(48,254
)
 
$
(19,780
)
 
$
(8,329
)
 
$
(6,436
)
Accretion of redeemable Series A-1 preferred stock
3,549

 
3,373

 

 
2,717

Accretion of redeemable non-controlling interest
325

 

 
103

 

Dividends on Series A-2 preferred stock
335

 
480

 

 
120

Beneficial conversion of Series A-2 preferred stock
7,161

 

 

 

Net loss attributable to non-controlling interest
(2,738
)
 
(2,866
)
 
(95
)
 
(900
)
Net loss
$
(39,622
)
 
$
(18,793
)
 
$
(8,321
)
 
$
(4,499
)
 
 
 
 
 
 
 
 
Share-based compensation expense
12,628

 
2,676

 
1,400

 
598

Amortization of intangible assets
2,912

 
3,054

 
840

 
801

Acquisition-related and other expenses*
1,172

 
741

 
758

 
258

Offering-related expense**
3,104

 

 
93

 

Adjusted net loss
$
(19,806
)
 
$
(12,322
)
 
$
(5,230
)
 
$
(2,842
)
 
 
 
 
 
 
 
 
Weighted-average common shares used in basic and diluted EPS
13,492

 
8,548

 
22,918

 
8,560

Adjusted EPS
$
(1.47
)
 
$
(1.44
)
 
$
(0.23
)
 
$
(0.33
)
 
 
 
 
 
 
 
 
Net loss per share
$
(3.58
)
 
$
(2.31
)
 
$
(0.36
)
 
$
(0.75
)
Accretion of redeemable Series A-1 preferred stock
0.26

 
0.39

 

 
0.32

Accretion of redeemable non-controlling interest
0.02

 

 

 

Dividends on Series A-2 preferred stock
0.02

 
0.06

 

 
0.01

Beneficial conversion of Series A-2 preferred stock
0.53

 

 

 

Net loss attributable to non-controlling interest
(0.20
)
 
(0.34
)
 

 
(0.10
)
Share-based compensation expense
0.94

 
0.31

 
0.06

 
0.07

Amortization of intangible assets
0.22

 
0.36

 
0.04

 
0.09

Acquisition-related and other expenses *
0.09

 
0.09

 
0.03

 
0.03

Offering-related expenses **
0.23

 

 

 

Adjusted EPS
$
(1.47
)
 
$
(1.44
)
 
$
(0.23
)
 
$
(0.33
)
* Acquisition-related and other expenses represents acquisition and certain tax-related costs.
** Offering-related expenses for the year ended September 30, 2013 represent one-time cash bonuses of $3.0 million paid to long-tenured employees in connection with the IPO and expenses related to our follow-on offering in September 2013 that were not capitalized. Offering-related expenses for the three months ended September 30, 2013 represent expenses related to our follow-on offering in September 2013 that were not capitalized.