Attached files
| file | filename |
|---|---|
| EX-31.2 - EXHIBIT 31.2 - Textura Corp | exhibit3121231141.htm |
| EX-31.1 - EXHIBIT 31.1 - Textura Corp | exhibit3111231141.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
(Amendment No. 1)
(Mark One) | |
x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2014 | |
or | |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to | |
Commission File Number: 001-35956
Textura Corporation
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) | 26-1212370 (I.R.S. Employer Identification Number) | |
1405 Lake Cook Road
Deerfield, IL 60015
(Address of principal executive offices)
(847) 457-6500
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Name of each exchange on which registered | |
Common Stock, $0.001 par value per share | New York Stock Exchange (NYSE) | |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes x No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer o | Accelerated filer x | Non-accelerated filer o (Do not check if a smaller reporting company) | Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes o No x
As of June 30, 2014 (the last business day of the registrant’s most recently completed second fiscal quarter), the aggregate market value of the voting stock held by non-affiliates of the registrant was approximately $446 million as determined by reference to the price of the registrant’s common stock as of the close of business on such day as reported by the New York Stock Exchange. For purposes of the foregoing calculation only, all directors and officers of the registrant and their affiliate entities have been deemed affiliates.
As of February 27, 2015, there were 25,642,965 shares of the registrant’s common stock, par value $0.001 per share outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's definitive proxy statement for its 2015 Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commission not later than 120 days after the end of the year covered by this Annual Report, are incorporated by reference into Part III of this Annual Report where indicated.
EXPLANATORY NOTE
This Amendment No. 1 (this “Amendment”) amends the Annual Report on Form 10-K of Textura Corporation (the “Company”) for the fiscal year ended December 31, 2014 (the “Form 10-K”) filed with the United States Securities and Exchange Commission on March 6, 2015. The purpose of this Amendment is to amend Part II, Item 5 to furnish a corrected performance graph. The performance graph that was included in Part II, Item 5 of the Form 10-K transposed the labels of the cumulative total return of the S&P 500 Index and the Company.
In addition, as required by Rule 12b-15, the Company’s principal executive officer and principal financial officer are providing Rule 13a-14(a) certifications in connection with this Amendment. Since financial statements are not contained in this Amendment, the Company is not furnishing Rule 13a-14(b) certifications in connection with this Amendment.
Except as described in this Explanatory Note, this Amendment does not modify, amend or update the Form 10-K or reflect events occurring after the filing of the Form 10-K.
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
Our common stock is listed on the New York Stock Exchange (‘‘NYSE’’) under the symbol ‘‘TXTR’’. The table below sets forth the high and low sales prices per share of our common stock on the NYSE for each of the quarters since our initial public offering on June 7, 2013:
High | Low | |||||||||
Year ended December 31, 2014: | ||||||||||
First quarter | $ | 36.33 | $ | 24.70 | ||||||
Second quarter | $ | 25.49 | $ | 13.80 | ||||||
Third quarter | $ | 30.53 | $ | 23.00 | ||||||
Fourth quarter | $ | 29.95 | $ | 19.37 | ||||||
Three months ended December 31, 2013 | $ | 47.25 | $ | 28.50 | ||||||
June 7, 2013 to September 30, 2013: | ||||||||||
Third Quarter | $ | 27.63 | $ | 19.68 | ||||||
Fourth Quarter | $ | 44.17 | $ | 25.90 | ||||||
Holders of Record
As of February 27, 2015, there were 177 stockholders of record of our common stock.
Dividend Policy
We have never declared or paid any cash dividends on our common stock. We currently intend to retain any future earnings for use in the operation of our business and do not intend to declare or pay any cash dividends in the foreseeable future. Any future determination to pay dividends on our capital stock will be at the discretion of our board of directors, subject to applicable laws and any restrictions in our future financing arrangements, and will depend on our financial condition, results of operations, capital requirements, general business conditions and other factors that our board of directors consider relevant.
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Performance Graph
This chart compares the cumulative total return on our common stock with that of the S&P 500 Index and the S&P Software & Services Industry Index. The chart assumes $100 was invested at the close of market on June 7, 2013, in our common stock, S&P 500 Index and the S&P Software & Services Industry Index and assumes the reinvestment of any dividends.
Recent Sales of Unregistered Securities
On December 29, 2014, we sold 4,756, 8,629 and 3,171 shares of common stock to ACPP Capital, LLC (“ACPP”)upon the exercise of warrants with exercise prices of $16.26, $13.25 and $15.00, respectively.
On October 16, 2014, we sold 3,938 and 4,278 shares of common stock to an individual warrant holder upon the exercise of warrants with exercise prices of $16.26 and $15.00, respectively.
On February 26, 2014, we sold 7,714 and 6,500 shares of common stock to an individual warrant holder upon the exercise of warrants with exercise prices of $16.26 and $15.00, respectively.
We deemed the forgoing sales and issuances of the securities to be exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on Section 4(2) of the Securities Act relative to transactions by an issuer not involving a public offering. ACPP and the individual warrant holders each represented to us that it was an accredited investor and was acquiring the shares for investment purposes only and not with a view to, or for sale in connection with, any distribution thereof and that it could bear the risks of the investment and could hold the securities for an indefinite period of time. ACPP and the individual warrant holders each received written disclosures that the securities had not been registered under the Securities Act and that any resale must be made pursuant to a registration statement or an available exemption from such registration. All certificates representing the securities issued in the transactions described above included appropriate legends setting forth that the securities had not been offered or sold pursuant to a registration statement and describing the applicable restrictions on transfer of the securities. There were no underwriters employed in connection with any of the transactions described above.
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Use of Proceeds from Public Offerings of Common Stock
We closed our initial public offering in June 2013 (the “IPO”), in connection with which we sold 5,750,000 shares of common stock at a price to the public of $15.00 per share. The offer and sale of all of the shares in the IPO were registered under the Securities Act pursuant to registration statements on Form S-1 (File No. 333-187745 and 333-189149), which were declared or became effective on June 6, 2013. The offering commenced on June 6, 2013. Credit Suisse Securities (USA) LLC and William Blair & Company, L.L.C. acted as the managing underwriters. We raised approximately $77.7 million in the offering, net of underwriting discounts and commissions of $6.0 million and other offering costs of $2.5 million.
There has been no material change in the planned use of proceeds from our IPO as described in our final prospectus filed with the SEC on June 7, 2013 pursuant to Rule 424(b). We used $8.1 million of the net proceeds of the IPO to repay certain indebtedness, of which $3.6 million was paid to directors and ten percent (10%) stockholders. We also used $0.6 million of the net proceeds of the IPO to repurchase 40,000 shares of common stock from one unitholder of PlanSwift. In addition, we used $10.2 million to repay in full all outstanding indebtedness under our loan agreement with First Midwest Bank and $34.9 million to acquire Latista. On June 30, 2014, we used net proceeds of the IPO to purchase Minter Ellison’s interest in Textura Australasia, Pty. Ltd. for cash consideration of $1.7 million, resulting in Textura's 100% ownership of that entity. In addition, since our IPO we have used proceeds totaling $10.5 million on capital expenditures. Pending the other uses described in our prospectus filed on June 7, 2013, we have invested the remaining net proceeds in money market funds.
Issuer Purchases of Equity Securities
None.
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PART IV
Item 15. Exhibits and Financial Statement Schedules
(a)(3) The following documents are filed as exhibits to this Amendment No. 1.
Exhibit Number | Description | |
31.1 | Certification of Chief Executive Officer of Textura Corporation pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 | |
31.2 | Certification of Chief Financial Officer of Textura Corporation pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 | |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Deerfield, State of Illinois, on this 1st day of April, 2015.
TEXTURA CORPORATION | |||
By: | /s/ Patrick J. Allin | ||
Name: | Patrick J. Allin | ||
Title: | Chief Executive Officer | ||
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