10-Q 1 il-20160630x10q.htm 10-Q Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 10-Q
 
þ
 
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended June 30, 2016
or
¨
 
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 001-34832 
 
INTRALINKS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
 
20-8915510
 
(State or other jurisdiction of
Incorporation or organization)
 
(I.R.S. Employer
Identification Number)
 
150 East 42nd Street
8th Floor
New York, New York
 
10017
 
(Address of principal executive offices)
 
(Zip Code)
(212) 543-7700
(Registrant’s telephone number, including area code) 
 
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 þ No ¨
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 þ No ¨
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,” “non-accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ¨
 
Accelerated filer þ
 
Non-accelerated filer ¨
 
Smaller reporting company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ¨ No þ
Indicate the number of shares outstanding of each of the issuer's classes of Common Stock, as of the latest practicable date.
Class
 
Outstanding at July 29, 2016
Common Stock, par value $0.001 per share
 
57,328,674

       





INTRALINKS HOLDINGS, INC.
QUARTERLY REPORT ON FORM 10-Q
For the quarter ended June 30, 2016

Table of Contents



PART I - FINANCIAL INFORMATION
ITEM 1. Financial Statements
INTRALINKS HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
(unaudited)
 
 
June 30,
 
December 31,
 
 
2016
 
2015
ASSETS
 
  

 
  

Current assets:
 
  

 
  

Cash and cash equivalents
 
$
38,367

 
$
47,875

Investments
 
1,100

 
12,425

Accounts receivable, net of allowances of $5,269 and $4,265, respectively
 
53,654

 
50,360

Prepaid expenses
 
7,444

 
8,595

Other current assets
 
2,733

 
3,399

Total current assets
 
103,298

 
122,654

Fixed assets, net
 
17,519

 
20,789

Capitalized software, net
 
50,510

 
46,636

Goodwill
 
229,848

 
224,383

Other intangibles, net
 
27,629

 
38,106

Other non-current assets
 
5,819

 
7,619

Total assets
 
$
434,623

 
$
460,187

LIABILITIES AND STOCKHOLDERS' EQUITY
 
  

 
  

Current liabilities:
 
  

 
  

Accounts payable
 
$
6,398

 
$
10,094

Current portion of long-term debt, net of debt issuance costs
 
1,869

 
1,829

Deferred revenue
 
56,041

 
52,005

Accrued expenses and other current liabilities
 
23,824

 
29,856

Total current liabilities
 
88,132

 
93,784

Long-term debt, net of debt issuance costs
 
78,590

 
79,457

Other long-term liabilities
 
4,681

 
4,795

Commitments and contingencies
 


 


Stockholders' equity:
 
  

 
  

Undesignated preferred stock, $0.001 par value; 10,000,000 shares authorized; 0 shares issued and outstanding, respectively
 

 

Common stock, $0.001 par value; authorized 300,000,000 shares; issued 58,723,802 and 58,434,464 shares; outstanding 57,314,168 and 58,434,464 shares, respectively
 
59

 
58

Additional paid-in capital
 
461,390

 
456,141

Accumulated deficit
 
(182,438
)
 
(169,594
)
Accumulated other comprehensive loss
 
(4,302
)
 
(4,454
)
Treasury stock, 1,409,634 and 0 shares of common stock at cost, respectively
 
(11,489
)
 

Total stockholders' equity
 
263,220

 
282,151

Total liabilities and stockholders' equity
 
$
434,623

 
$
460,187

 The accompanying notes are an integral part of these Consolidated Financial Statements.

3


INTRALINKS HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share data)
(unaudited)

 
 
Three months ended June 30,
 
Six months ended June 30,
  
 
2016
 
2015
 
2016
 
2015
Revenue
 
$
72,951

 
$
68,975

 
$
143,674

 
$
135,281

Cost of revenue
 
19,733

 
19,332

 
39,606

 
37,885

Gross profit
 
53,218

 
49,643

 
104,068

 
97,396

Operating expenses:
 
 
 
 
 
  

 
  

Sales and marketing
 
32,986

 
32,198

 
63,339

 
62,170

General and administrative
 
17,253

 
18,605

 
35,181

 
36,754

Product development
 
7,380

 
6,215

 
13,970

 
12,248

Total operating expenses
 
57,619

 
57,018

 
112,490

 
111,172

Loss from operations
 
(4,401
)
 
(7,375
)
 
(8,422
)
 
(13,776
)
Interest expense
 
1,133

 
1,069

 
2,250

 
2,199

Amortization of debt issuance costs
 
143

 
143

 
286

 
286

Other expense (income), net
 
1,655

 
(658
)
 
1,112

 
838

Net loss before income tax
 
(7,332
)
 
(7,929
)
 
(12,070
)
 
(17,099
)
Income tax expense
 
639

 
562

 
774

 
744

Net loss
 
$
(7,971
)
 
$
(8,491
)
 
$
(12,844
)
 
$
(17,843
)
Net loss per common share:
 
 
 
 
 
  

 
  

Basic
 
$
(0.14
)
 
$
(0.15
)
 
$
(0.22
)
 
$
(0.31
)
Diluted
 
$
(0.14
)
 
$
(0.15
)
 
$
(0.22
)
 
$
(0.31
)
Weighted average number of shares:
 
 
 
 
 
  

 
  

Basic
 
57,141,105

 
56,862,896

 
57,499,081

 
56,728,439

Diluted
 
57,141,105

 
56,862,896

 
57,499,081

 
56,728,439

 
The accompanying notes are an integral part of these Consolidated Financial Statements.

4


INTRALINKS HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(In thousands)
(unaudited)
 
 
Three months ended June 30,
 
Six months ended June 30,
 
 
2016
 
2015
 
2016
 
2015
Net loss
 
$
(7,971
)
 
$
(8,491
)
 
$
(12,844
)
 
$
(17,843
)
Change in foreign currency translation adjustment (net of tax expense of $27 and benefit of $100 for the three and six months ended June 30, 2016, respectively, and net of tax benefit of $0 for both the three and six months ended June 30, 2015)
 
(41
)
 
476

 
152

 
(1,012
)
Total other comprehensive (loss) income, net of tax
 
(41
)
 
476

 
152

 
(1,012
)
Comprehensive loss
 
$
(8,012
)
 
$
(8,015
)
 
$
(12,692
)
 
$
(18,855
)
 
The accompanying notes are an integral part of these Consolidated Financial Statements.

5


INTRALINKS HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(unaudited)
 
 
Six months ended June 30,
  
 
2016
 
2015
Net loss
 
$
(12,844
)
 
$
(17,843
)
Adjustments to reconcile net loss to net cash provided by operating activities:
 
 
 
  

Depreciation and amortization
 
13,163

 
13,561

Amortization of intangible assets
 
12,077

 
11,975

Stock-based compensation expense
 
5,404

 
5,864

Other, net
 
3,199

 
1,664

Changes in operating assets and liabilities:
 
 
 
  

Accounts receivable
 
(5,024
)
 
(7,630
)
Prepaid expenses and other assets
 
2,107

 
1,168

Accounts payable
 
(2,703
)
 
502

Accrued expenses and other liabilities
 
(6,164
)
 
(3,495
)
Deferred revenue
 
3,453

 
2,184

Net cash provided by operating activities
 
12,668

 
7,950

Cash flows from investing activities:
 
 
 
  

Capitalized software development costs
 
(13,429
)
 
(11,212
)
Capital expenditures
 
(1,164
)
 
(2,780
)
Maturities of investments
 
11,284

 
5,550

Acquisition, net of cash acquired
 
(6,334
)
 

Purchase of a cost method investment
 

 
(1,000
)
Net cash used in investing activities
 
(9,643
)
 
(9,442
)
Cash flows from financing activities:
 
 
 
  

Purchases of treasury stock
 
(11,489
)
 

Payments on long-term debt
 
(1,148
)
 
(400
)
Other, net
 
(154
)
 
(271
)
Net cash used in financing activities
 
(12,791
)
 
(671
)
Effect of foreign exchange rate changes on cash and cash equivalents
 
258

 
(475
)
Net decrease in cash and cash equivalents
 
(9,508
)
 
(2,638
)
Cash and cash equivalents at beginning of period
 
47,875

 
40,682

Cash and cash equivalents at end of period
 
$
38,367

 
$
38,044


The accompanying notes are an integral part of these Consolidated Financial Statements.

6


INTRALINKS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


1. Intralinks Holdings, Inc. and Summary of Significant Accounting Policies
Intralinks Holdings, Inc. ("Intralinks Holdings") and its subsidiaries (collectively, the "Company") is a leading global provider of Software-as-a-Service ("SaaS") solutions for secure enterprise content collaboration within and among organizations. The Company was incorporated in Delaware in June 1996. The Company's cloud-based solutions enable organizations to manage, control, track, search, exchange and collaborate on sensitive information, inside and outside of the firewall, all within a secure and easy-to-use environment.
Basis of Presentation
The accompanying unaudited Consolidated Financial Statements include the accounts of Intralinks Holdings, Inc. and its subsidiaries. All intercompany balances and transactions have been eliminated. The accompanying unaudited Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information and with the rules and regulations of the Securities and Exchange Commission ("SEC"). Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such SEC rules and regulations.
In the opinion of management, the accompanying unaudited Consolidated Financial Statements contain all normal and recurring adjustments necessary for the fair statement of the Company's consolidated financial position, results of operations and cash flows for the interim periods presented. Interim results are not necessarily indicative of the results to be expected for a full year. The financial statements contained herein are unaudited and should be read in conjunction with the Company’s audited Consolidated Financial Statements and related notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015.
Certain prior year amounts have been reclassified to conform to the current year presentation.
Use of Estimates
The preparation of the Company's Consolidated Financial Statements in conformity with U.S. GAAP requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from those estimates.
On an ongoing basis, the Company evaluates its estimates and assumptions including those related to (a) allowances for doubtful accounts and reserves for customer credits, (b) the fair values of the Company's single operating segment and reporting unit, goodwill, definite-lived intangible assets and long-term investments, (c) the recoverability of its definite-lived intangible assets, capitalized software and fixed assets (and their related useful lives), (d) certain components of the income tax provision (including the valuation allowance on net deferred tax assets and liabilities for uncertain tax positions), (e) accruals for certain compensation and benefit expenses and (f) the fair value of stock-based awards including estimated forfeitures of such awards. The Company bases its estimates, judgments and assumptions on historical experience, its forecasts and budgets and on various other factors that it believes to be reasonable under the circumstances.
Recent Accounting Pronouncements
In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers ("ASU 2014-09"), which outlines a single comprehensive model for entities to use in accounting for revenue. ASU 2014-09 supersedes current revenue recognition guidance and requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Entities have the option of using either a full retrospective or a modified retrospective approach to adopt ASU 2014-09. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date. The amendment in this update deferred the effective date of implementation of ASU 2014-09 by one year and is now effective for annual and interim reporting periods beginning after December 15, 2017. In March 2016, the FASB issued ASU 2016-08, Principal versus Agent Considerations (Reporting Revenue Gross versus Net), amending the principal-versus-agent implementation guidance set forth in ASU 2014-09. The amendment clarifies that an entity should evaluate whether it is the principal or the agent for each specified good or service promised in a contract with a customer. In April 2016, the FASB issued ASU 2016-10, Identifying Performance Obligations and Licensing, which amends certain aspects of the guidance set forth in the FASB's new revenue standard related to identifying performance obligations and licensing implementation. In May 2016,

7


INTRALINKS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

the FASB issued ASU 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients, which clarifies implementation guidance in ASU 2014-09 on assessing collectability, noncash consideration, presentation of sales tax and completed contracts and contract modifications at transition. The Company is currently evaluating the impact of the adoption of these standards on its Consolidated Financial Statements.
In April 2015, the FASB issued ASU 2015-03, Interest-Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs ("ASU 2015-03"), which requires an entity to present debt issuance costs on the balance sheet as a direct deduction from the related liability rather than as an asset. ASU 2015-03 is effective for annual and interim reporting periods beginning after December 15, 2015. In August 2015, the FASB issued ASU 2015-15, Interest-Imputation of Interest: Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements, which clarifies that the SEC staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are outstanding borrowings on the line-of-credit. As a result of the retrospective adoption of ASU 2015-03, at December 31, 2015, the Company reclassified capitalized deferred debt issuance costs of $0.5 million from "Other current assets" to "Current portion of long-term debt, net of debt issuance costs" and $1.0 million from "Other non-current assets" to "Long-term debt, net of debt issuance costs."
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) ("ASU 2016-02"), which supersedes existing guidance on accounting for leases in "Leases (Topic 840)" and generally requires all leases to be recognized in the consolidated balance sheet. ASU 2016-02 is effective for annual and interim reporting periods beginning after December 15, 2018; early adoption is permitted. The provisions of ASU 2016-02 are to be applied using a modified retrospective approach. The Company is currently evaluating the impact of the adoption of this standard on its Consolidated Financial Statements.
In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting ("ASU 2016-09"), which simplifies the accounting for employee stock-based payment. This update provides clarification on guidance for employee share-based payments, in particular areas including income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows.  ASU 2016-09 is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. The Company is currently evaluating the impact of the adoption of these standards on its Consolidated Financial Statements.
2. Investments and Fair Value Measurements
The Company has classified its investments in corporate securities as held-to-maturity and, as such, has recorded them at amortized cost. Interest earned on these corporate securities is included in “Other expense (income), net” within the Consolidated Statements of Operations. The gross unrealized holding gains and losses for the three and six months ended June 30, 2016 and 2015 were not material.
The following tables summarize these investments:
 
 
 
 
 
 
June 30, 2016
Security Type
 
Remaining Maturity
 
Consolidated Balance Sheet Classification
 
Amortized Cost
 
 
 
 
 
 
(In thousands)
Corporate Securities
 
20 Days
 
Investments (current)
 
$
1,100

 
 
 
 
 
 
December 31, 2015
Security Type
 
Remaining Maturity
 
Consolidated Balance Sheet Classification
 
Amortized Cost
 
 
 
 
 
 
(In thousands)
Corporate Securities
 
15 to 202 Days
 
Investments (current)
 
$
12,425

The Company categorizes its financial instruments measured at fair value into a three-level fair value hierarchy that prioritizes the inputs used in determining the fair value of the asset or liability. The three levels of the fair value hierarchy are as follows:
Level 1:  Fair value measurement of the asset or liability using observable inputs such as quoted prices in active markets for identical assets or liabilities;

8


INTRALINKS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

Level 2:  Fair value measurement of the asset or liability using inputs other than quoted prices that are observable for the applicable asset or liability, either directly or indirectly, such as quoted prices for similar (as opposed to identical) assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active; and
Level 3:  Fair value measurement of the asset or liability using unobservable inputs that reflect the Company’s own assumptions regarding the applicable asset or liability.
The following tables present the Company's financial instruments that are measured at fair value on a recurring basis:
 
 
June 30, 2016
 
 
Total
 
Level 1
 
Level 2
 
Level 3
 
 
(In thousands)
Asset:
 
  

 
  

 
  

 
  

Money market funds as cash equivalents
 
$
15,214

 
$
15,214

 
$

 
$

 
 
December 31, 2015
 
 
Total
 
Level 1
 
Level 2
 
Level 3
 
 
(In thousands)
Asset:
 
  

 
  

 
  

 
  

Money market funds as cash equivalents
 
$
17,143

 
$
17,143

 
$

 
$

The Company's non-financial assets, which include goodwill, intangible assets, fixed assets, capitalized software and cost method investments, are adjusted to fair value only when an impairment charge is recognized. These fair value measurements are based predominantly on Level 3 inputs.
At June 30, 2016 and December 31, 2015, the carrying value of the Company's investments accounted for under the cost method totaled $3.0 million and $4.5 million, respectively, and are included in "Other non-current assets" on the Company's Consolidated Balance Sheets. During the three months ended June 30, 2016, the Company recognized an impairment charge of $1.5 million related to the write-down of a cost method investment to its estimated fair value of zero. The decline in value was determined to be other-than-temporary due to the investee company’s inability to continue operations without new outside financing. The impairment charge is included in “Other expense (income), net” in the Consolidated Statements of Operations.
3. Goodwill and Other Intangibles
At June 30, 2016 and December 31, 2015, the Company had $229.8 million and $224.4 million of goodwill, respectively. The additions to goodwill and other intangibles relate to the Company’s acquisition of Verilume, Inc., a cloud infrastructure company. The Company completed the purchase price allocation related to this transaction and the acquired assets and assumed liabilities were recorded by the Company at their estimated fair values.
At June 30, 2016, other intangibles consisted of the following:
 
 
Definite–Lived Intangible Assets
 
 
Gross
Carrying Value
 
Accumulated Amortization
 
Net
Carrying Value
 
 
(In thousands)
Customer relationships
 
$
141,973

 
$
(128,239
)
 
$
13,734

Developed technology
 
135,792

 
(125,878
)
 
9,914

Trade name
 
14,629

 
(11,025
)
 
3,604

Non-compete agreements
 
1,687

 
(1,310
)
 
377

Total
 
$
294,081

 
$
(266,452
)
 
$
27,629

At December 31, 2015, other intangibles consisted of the following:

9


INTRALINKS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

 
 
Definite–Lived Intangible Assets
 
 
Gross
Carrying Value
 
Accumulated Amortization
 
Net
Carrying Value
 
 
(In thousands)
Customer relationships
 
$
141,973

 
$
(121,141
)
 
$
20,832

Developed technology
 
134,542

 
(121,634
)
 
12,908

Trade name
 
14,629

 
(10,416
)
 
4,213

Non-compete agreements
 
1,337

 
(1,184
)
 
153

Total
 
$
292,481

 
$
(254,375
)
 
$
38,106

Amortization of intangible assets is classified in each of the operating expense categories as follows:
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
  
 
2016
 
2015
 
2016
 
2015
 
 
(In thousands)
Cost of revenue
 
$
2,161

 
$
2,082

 
$
4,244

 
$
4,165

Sales and marketing
 
3,548

 
3,550

 
7,098

 
7,099

General and administrative
 
386

 
356

 
735

 
711

Total
 
$
6,095

 
$
5,988

 
$
12,077

 
$
11,975

At June 30, 2016, amortization of intangible assets for each of the next five years and thereafter is estimated to be as follows:
 
 
Amount
 
 
(In thousands)
Remainder of 2016
 
$
12,137

2017
 
12,224

2018
 
1,911

2019
 
966

2020
 
281

Thereafter
 
110

Total
 
$
27,629

4. Fixed Assets
Fixed assets consisted of the following:
 
 
June 30,
 
December 31,
 
 
2016
 
2015
 
 
(In thousands)
Computer equipment and software
 
$
37,445

 
$
37,200

Furniture, fixtures and office equipment
 
3,074

 
3,058

Leasehold improvements
 
6,371

 
6,213

Total fixed assets
 
46,890

 
46,471

Less: Accumulated depreciation and amortization
 
(29,371
)
 
(25,682
)
Fixed assets, net
 
$
17,519

 
$
20,789

Depreciation expense is classified in each of the operating expense categories as follows:

10


INTRALINKS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
  
 
2016
 
2015
 
2016
 
2015
 
 
(In thousands)
Cost of revenue
 
$
1,434

 
$
1,146

 
$
2,829

 
$
2,235

Sales and marketing
 
331

 
341

 
683

 
614

General and administrative
 
203

 
262

 
418

 
505

Product development
 
143

 
163

 
299

 
297

Total
 
$
2,111

 
$
1,912

 
$
4,229

 
$
3,651

5. Capitalized Software
Capitalized software consisted of the following:
 
 
June 30,
 
December 31,
 
 
2016
 
2015
 
 
(In thousands)
Capitalized internal-use software development costs
 
$
158,938

 
$
146,261

Less: Accumulated amortization
 
(108,428
)
 
(99,625
)
Capitalized software, net
 
$
50,510

 
$
46,636

Amortization expense is classified in each of the operating expense categories as follows:
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
  
 
2016
 
2015
 
2016
 
2015
 
 
(In thousands)
Cost of revenue
 
$
4,284

 
$
4,801

 
$
8,599

 
$
9,599

Sales and marketing
 
59

 
33

 
104

 
66

General and administrative
 
110

 
122

 
231

 
245

Total
 
$
4,453

 
$
4,956

 
$
8,934

 
$
9,910

6. Income Tax
The Company recorded an income tax expense of $0.6 million and $0.8 million despite a pre-tax loss of $7.3 million and $12.1 million for the three and six months ended June 30, 2016, respectively, and recorded an income tax expense of $0.6 million and $0.7 million despite a pre-tax loss of $7.9 million and $17.1 million for the three and six months ended June 30, 2015, respectively, primarily because the income tax benefit related to the U.S. pre-tax loss generated was subject to a valuation allowance.
The Company is routinely under audit by federal, state, local and foreign tax authorities in the area of income tax. These audits include questioning the timing and the amount of income and deductions and the allocation of income and deductions among various tax jurisdictions. The Internal Revenue Service is currently auditing the Company’s federal tax returns for the years ended December 31, 2010 and 2011. Various other jurisdictions are open to examination for various tax years. Management believes it has adequately provided for all uncertain tax positions and any potential audit adjustments would not have a material impact on the Company’s liquidity, results of operations or financial condition.
Unrecognized tax benefits totaled $6.0 million and $5.5 million at June 30, 2016 and December 31, 2015, respectively. Management does not expect that the balance of unrecognized tax benefits will significantly increase or decrease over the next twelve months. If unrecognized tax benefits at June 30, 2016 are subsequently recognized, the Company's income tax expense would be reduced by $5.1 million ($0.6 million net of the impact of the Company’s valuation allowance).
7. Debt

11


INTRALINKS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

Long-term debt consisted of the following:
 
 
June 30,
 
December 31,
 
 
2016
 
2015
 
 
(In thousands)
Term Loan Credit Facility
 
$
78,200

 
$
78,600

Equipment Loan Facility
 
3,971

 
4,719

Term Loan original issue discount
 
(427
)
 
(507
)
Term Loan unamortized debt issuance costs
 
(1,285
)
 
(1,526
)
Total debt, net of debt issuance costs
 
80,459

 
81,286

Less: current portion (Term Loan Credit Facility)
 
(318
)
 
(318
)
Less: current portion (Equipment Loan Facility)
 
(1,551
)
 
(1,511
)
Total current portion of debt, net of debt issuance costs
 
$
(1,869
)
 
$
(1,829
)
Total long-term debt, net of debt issuance costs
 
$
78,590

 
$
79,457

Based on available market information, the estimated fair value of the Company’s long-term debt was $79.8 million and $81.0 million as of June 30, 2016 and December 31, 2015, respectively. These fair value measurements were determined using Level 2 observable inputs, as defined in Note 2. The estimated fair value of our facility related to the purchase of equipment ("Equipment Loan Facility") approximates its carrying value at each reporting period.
As of June 30, 2016, the Company had $2.9 million in outstanding letters of credit issued under its Revolving Credit Facility.
The Term Loan Credit Facility and the Revolving Credit Facility (collectively, the "Credit Facilities") include covenants that restrict certain activities by the Company, as well as require the Company to comply with certain financial ratios such as a Consolidated Net Leverage Ratio and a springing Fixed Charge Coverage Ratio, as these terms are defined in the agreements governing the Credit Facilities. The agreements governing the Credit Facilities also contain other affirmative and negative covenants with which the Company is required to comply. The Term Loan Credit Facility requires partial prepayment of a portion of the principal outstanding in the event that the Company generates Consolidated Excess Cash Flow (as defined under the Term Loan Credit Facility) in excess of a certain threshold. This determination is to be made 90 days following the end of the preceding fiscal year, with any payment, if required, due within 105 days following the end of the preceding fiscal year. The Company was in compliance with all applicable covenants set forth in the Credit Facilities as of June 30, 2016 and there was no required prepayment for the year ended December 31, 2015.
8. Employee Stock Plans
Stock-based compensation expense is measured at the grant date based on the fair value of the award and recognized as expense over the requisite service period, net of an estimated forfeiture rate. The Company maintains several stock-based compensation plans, which are more fully described in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2015.
Stock-based compensation expense related to all of the Company’s stock awards is included in operating expense categories, as follows:
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
  
 
2016
 
2015
 
2016
 
2015
 
 
(In thousands)
Cost of revenue
 
$
161

 
$
101

 
$
327

 
$
216

Sales and marketing
 
599

 
485

 
1,102

 
1,050

General and administrative
 
1,515

 
2,035

 
3,066

 
3,916

Product development
 
514

 
359

 
909

 
682

Total
 
$
2,789

 
$
2,980

 
$
5,404

 
$
5,864


12


INTRALINKS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

9. Net Loss per Share
The following table provides a reconciliation of the numerator and denominator used in computing basic and diluted net loss per common share:
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
  
 
2016
 
2015
 
2016
 
2015
Numerator:
 
 
 
 
 
  

 
  

Net loss (in thousands)
 
$
(7,971
)
 
$
(8,491
)
 
$
(12,844
)
 
$
(17,843
)
Denominator:
 
 
 
 
 
 
 
 
Weighted-average shares used to compute basic net loss per share
 
57,141,105

 
56,862,896

 
57,499,081

 
56,728,439

Effect of dilutive options, unvested shares of restricted stock awards and unvested restricted stock units
 

 

 

 

Weighted-average shares used to compute diluted net loss per share
 
57,141,105

 
56,862,896

 
57,499,081

 
56,728,439

Net loss per share:
 
 
 
 
 
 
 
 
Basic
 
$
(0.14
)
 
$
(0.15
)
 
$
(0.22
)
 
$
(0.31
)
Diluted
 
$
(0.14
)
 
$
(0.15
)
 
$
(0.22
)
 
$
(0.31
)
The following outstanding options to purchase common stock, unvested shares of restricted stock awards and unvested restricted stock units were excluded from the computation of diluted net loss per share for the periods presented as their inclusion would have been anti-dilutive:
 
 
June 30,
 
June 30,
  
 
2016
 
2015
Options to purchase common stock
 
3,995,676

 
4,542,316

Unvested shares of restricted stock awards
 
529,173

 
521,553

Unvested shares of restricted stock units
 
3,201,032

 
2,455,276

10. Contingencies
In the ordinary course of business, the Company and its subsidiaries are subject to various claims, charges, disputes, litigation and regulatory inquiries and investigations. The Company establishes reserves for specific legal matters when it determines that the likelihood of an unfavorable outcome is probable and the loss is reasonably estimable. Management has also identified certain other legal matters where it believes an unfavorable outcome is not probable and, therefore, no reserve is established. Although management currently believes that resolving claims against the Company, including claims where an unfavorable outcome is reasonably possible, will not have a material impact on the Company's liquidity, results of operations or financial condition, these matters are subject to inherent uncertainties and management's view of these matters may change in the future. The Company also evaluates other contingent matters, including income and non-income tax contingencies, to assess the likelihood of an unfavorable outcome and estimated extent of potential loss. These matters, if resolved adversely against the Company, may result in monetary damages, fines and penalties or require changes in business practices. It is possible that an unfavorable outcome of one or more of these lawsuits or other contingencies could have a material impact on the Company's liquidity, results of operations or financial condition.
Legal Proceedings
The Company is not currently aware of any pending or threatened material claims, charges, disputes, litigation and regulatory inquiries and investigations except as follows:
Levine Stockholder Demand Letter/Complaint. The Company received a stockholder demand letter, dated May 16, 2013, demanding that the Company's Board of Directors (the "Board") take action to remedy alleged breaches of fiduciary duty by current and former directors and officers of the Company. These alleged breaches are based on the same alleged misconduct detailed in the complaints in the previously filed and now resolved stockholder derivative and class action matters. The letter specifically demanded that the

13


INTRALINKS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

Board undertake an independent internal investigation into the alleged breaches and commence a civil action against each of the allegedly breaching current and former directors and officers. On June 26, 2013, the Board created a Demand Committee to conduct an investigation into the allegations in the Levine demand letter. On December 13, 2013, the stockholder filed a derivative complaint (the "Levine Action") in New York State Court against the Company and certain of its current and former directors and officers. The Levine Action alleged that since the Board had not responded substantively to the stockholder’s demand letter in over six months, this had resulted in an improper "functional refusal" of the demand. The Levine Action made substantially the same claims as, and was related to, the previously filed and subsequently resolved stockholder derivative and class action matters. It alleged, among other things, that the defendants breached their fiduciary duties by making materially false and misleading statements related to the strength of the Company’s business and customer satisfaction. On March 27, 2014, counsel for the Demand Committee sent a letter to the stockholder’s counsel stating that, after thorough investigation of the allegations in the demand letter, the Board had concluded that taking any or all of the demanded actions would not serve the best interests of the Company and its stockholders and the Board had voted unanimously to reject the demand. Pursuant to a stipulation filed on June 2, 2014, the defendants filed motions to dismiss the action on July 2, 2014. On February 4, 2015, following oral argument, the New York State Court announced from the bench that it would grant the defendants’ motions to dismiss, without prejudice. On May 20, 2015, Mr. Levine filed a new derivative complaint (the "Second Levine Action") under a different docket number in New York State Court against the Company and certain of its current and former directors and officers. The Second Levine Action made substantially the same claims as in the prior Levine Action, but added allegations that the prior stockholder demand was wrongfully refused. Pursuant to a stipulation filed on June 2, 2015, the defendants filed motions to dismiss the action on June 26, 2015. Plaintiff filed his opposition on July 20, 2015 and defendants filed their replies on July 31, 2015. On April 28, 2016, the New York State Court entered its decision and order granting defendants’ motions and dismissing plaintiff’s complaint with prejudice.  Also on April 28, 2016, defendants served plaintiff with notice of entry of the dismissal order. The deadline to appeal entry of the dismissal order expired on May 31, 2016 and the case has now ended.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Our operating results and financial condition have varied in the past and could in the future vary significantly depending on a number of factors. Some of the statements in this Quarterly Report constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements relate to our operations and are based on our current expectations, estimates and projections. Words such as “may,” “will,” “could,” “would,” “should,” “anticipate,” “predict,” “potential,” “continue,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “goals,” “in our view” and similar expressions are used to identify these forward-looking statements. The forward-looking statements included in this Quarterly Report include, but are not limited to, statements about our internal control over financial reporting, our results of operations and financial condition and our plans, strategies and developments. Forward-looking statements are only predictions and, as such, are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Forward-looking statements are based upon assumptions as to future events or our future financial performance that may not prove to be accurate. Actual outcomes and results may differ materially from what is expressed or forecasted in these forward-looking statements. Many of the reasons for these differences include changes that occur in our continually changing business environment and other important factors. These risks, uncertainties and other factors are more fully described in this section and under the heading "Risk Factors" in Item 1A of Part I of our Annual Report on Form 10-K for the fiscal year ended December 31, 2015, filed with the Securities and Exchange Commission, or the SEC, on March 4, 2016. You are strongly encouraged to read those sections carefully as the occurrence of the events described therein and elsewhere in this report could materially harm our business. Given these risks, uncertainties and other factors, you should not place undue reliance on these forward-looking statements. Also, these statements speak only as of the date they were made and, except as required by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Overview
Management’s Discussion and Analysis of Financial Condition and Results of Operations, or MD&A, is intended to provide a reader of our financial statements with a narrative from the perspective of our management on our financial condition, results of operations, liquidity and certain other factors that may affect our future results. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes included in Part I, Item 1. "Financial Statements (Unaudited)" of this Quarterly Report on Form 10-Q and the audited

14


consolidated financial statements included in Part II, Item 8. "Financial Statements and Supplementary Data" of our Annual Report on Form 10-K for the fiscal year ended December 31, 2015.
Executive Summary
Intralinks is a leading global technology provider of Software-as-a-Service, or SaaS, solutions for secure enterprise content collaboration within and among organizations. Our cloud-based solutions enable organizations to manage, control, track, search, exchange and collaborate on sensitive information, inside and outside the firewall, all within a secure and easy-to-use environment.
Results of Operations
The following table sets forth Consolidated Statements of Operations data as a percentage of revenue.
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
  
 
2016
 
2015
 
2016
 
2015
Revenue
 
100.0
 %
 
100.0
 %
 
100.0
 %
 
100.0
 %
Cost of revenue
 
27.0
 %
 
28.0
 %
 
27.6
 %
 
28.0
 %
Gross profit
 
73.0
 %
 
72.0
 %
 
72.4
 %
 
72.0
 %
Operating expenses:
 
 
 
 
 
 
 
 
Sales and marketing
 
45.2
 %
 
46.7
 %
 
44.1
 %
 
46.0
 %
General and administrative
 
23.7
 %
 
27.0
 %
 
24.5
 %
 
27.2
 %
Product development
 
10.1
 %
 
9.0
 %
 
9.7
 %
 
9.1
 %
Total operating expenses
 
79.0
 %
 
82.7
 %
 
78.3
 %
 
82.2
 %
Loss from operations
 
(6.0
)%
 
(10.7
)%
 
(5.9
)%
 
(10.2
)%
Interest expense
 
1.6
 %
 
1.5
 %
 
1.6
 %
 
1.6
 %
Amortization of debt issuance costs
 
0.2
 %
 
0.2
 %
 
0.2
 %
 
0.2
 %
Other expense (income), net
 
2.3
 %
 
(1.0
)%
 
0.8
 %
 
0.6
 %
Net loss before income tax
 
(10.1
)%
 
(11.5
)%
 
(8.4
)%
 
(12.6
)%
Income tax expense
 
0.9
 %
 
0.8
 %
 
0.5
 %
 
0.5
 %
Net loss
 
(10.9
)%
 
(12.3
)%
 
(8.9
)%
 
(13.2
)%
Comparison of the Three and Six Months Ended June 30, 2016 and 2015
Revenue
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
 
Three Months Ended June 30,
 
Change
 
Six Months Ended June 30,
 
Change
  
 
2016
 
2015
 
$
 
%
 
2016
 
2015
 
$
 
%
 
 
(Dollars in thousands)
M&A
 
$
36,827

 
$
34,734

 
$
2,093

 
6.0
 %
 
$
72,213

 
$
67,933

 
$
4,280

 
6.3
 %
Enterprise
 
29,044

 
26,570

 
2,474

 
9.3
 %
 
57,213

 
52,590

 
4,623

 
8.8
 %
DCM
 
7,080

 
7,671

 
(591
)
 
(7.7
)%
 
14,248

 
14,758

 
(510
)
 
(3.5
)%
Total revenue
 
$
72,951

 
$
68,975

 
$
3,976

 
5.8
 %
 
$
143,674

 
$
135,281

 
$
8,393

 
6.2
 %
Total revenue for the three and six months ended June 30, 2016 increased 5.8% and 6.2%, or 6.6% and 7.8% excluding the effects of foreign exchange, from 2015 to 2016, respectively.
M&A revenue for the three and six months ended June 30, 2016 increased 6.0% and 6.3%, or 6.8% and 8.4% excluding the effects of foreign exchange, from 2015 to 2016, respectively. The growth in M&A revenue for the three and six months ended June 30, 2016 was largely driven by a higher volume of strategic business transactions.
Enterprise revenue for the three and six months ended June 30, 2016 increased 9.3% and 8.8%, or 10.3% for both periods excluding the effects of foreign exchange, from 2015 to 2016, respectively. The growth in Enterprise revenue for the three and six months ended June 30, 2016 was primarily due to an increase in the number of enterprise customers year-over-year and revenue expansion within the existing customer base.

15


DCM revenue for the three and six months ended June 30, 2016 decreased 7.7% and 3.5%, or 7.6% and 3.3% excluding the effects of foreign exchange, from 2015 to 2016, respectively. The decrease in DCM revenue for the three and six months ended June 30, 2016 was largely driven by a decrease in an existing customer's one-time overage charge, partially offset by an increase in the customer's subscription renewal commitment level.
Cost of Revenue and Gross Profit
 
 
Three Months Ended June 30,
 
Change
 
Six Months Ended June 30,
 
Change
  
 
2016
 
2015
 
$
 
%
 
2016
 
2015
 
$
 
%
 
 
(Dollars in thousands)
Cost of revenue
 
$
19,733

 
$
19,332

 
$
401

 
2.1
%
 
$
39,606

 
$
37,885

 
$
1,721

 
4.5
%
Gross profit
 
$
53,218

 
$
49,643

 
$
3,575

 
7.2
%
 
$
104,068

 
$
97,396

 
$
6,672

 
6.9
%
Gross margin
 
73.0
%
 
72.0
%
 
1.0 point
 
72.4
%
 
72.0
%
 
0.4 point
Cost of revenue for the three months ended June 30, 2016 increased $0.4 million, or 2.1%, from 2015 to 2016, primarily due to higher software license and maintenance and hosting fees to support continued customer growth and investments in our platform, partially offset by a decrease in consulting fees.
Cost of revenue for the six months ended June 30, 2016 increased $1.7 million, or 4.5%, from 2015 to 2016, primarily due to higher software license and maintenance and hosting fees to support continued customer growth and investments in our platform.
Operating Expenses
 
 
Three Months Ended June 30,
 
Change
 
Six Months Ended June 30,
 
Change
  
 
2016
 
2015
 
$
 
%
 
2016
 
2015
 
$
 
%
 
 
(Dollars in thousands)
 
(Dollars in thousands)
Sales and marketing
 
$
32,986

 
$
32,198

 
$
788

 
2.4
 %
 
$
63,339

 
$
62,170

 
$
1,169

 
1.9
 %
General and administrative
 
17,253

 
18,605

 
(1,352
)
 
(7.3
)%
 
35,181

 
36,754

 
(1,573
)
 
(4.3
)%
Product development
 
7,380

 
6,215

 
1,165

 
18.7
 %
 
13,970

 
12,248

 
1,722

 
14.1
 %
Total operating expenses
 
$
57,619

 
$
57,018

 
$
601

 
1.1
 %
 
$
112,490

 
$
111,172

 
$
1,318

 
1.2
 %
Sales and marketing expense for the three and six months ended June 30, 2016 increased $0.8 million and $1.2 million, or 2.4% and 1.9%, from 2015 to 2016, respectively, largely due to an increase in headcount as we continue to expand our sales capacity, partially offset by decreases in marketing expense and commissions to third party partners primarily due to an initiative to expand our internal renewals department, which was previously primarily outsourced.
General and administrative expense for the three and six months ended June 30, 2016 decreased $1.4 million and $1.6 million, or 7.3% and 4.3%, from 2015 to 2016, respectively, primarily due to management's focus on reducing our overall general and administrative expenses. In addition, stock-based compensation expense decreased $0.5 million and $0.9 million for the three and six months ended June 30, 2016 primarily due to awards granted to key employees in prior years that became fully vested during the year ended December 31, 2015.
Product development expense for the three and six months ended June 30, 2016 increased $1.2 million and $1.7 million, or 18.7% and 14.1%, from 2015 to 2016, respectively, primarily due to an increase in headcount, as well as a decrease in the employee compensation and third party labor expenses that were capitalized during the three and six months ended June 30, 2016.
Total product development costs comprise product development expense and capitalized software, including capitalized interest.
 
 
Three Months Ended June 30,
 
Change
 
Six Months Ended June 30,
 
Change
  
 
2016
 
2015
 
$
 
%
 
2016
 
2015
 
$
 
%
 
 
(Dollars in thousands)
 
(Dollars in thousands)
Product development expense
 
$
7,380

 
$
6,215

 
$
1,165

 
18.7
 %
 
$
13,970

 
$
12,248

 
$
1,722

 
14.1
 %
Capitalized software development costs
 
6,087

 
6,919

 
(832
)
 
(12.0
)%
 
12,635

 
12,729

 
(94
)
 
(0.7
)%
Total product development costs
 
$
13,467

 
$
13,134

 
$
333

 
2.5
 %
 
$
26,605

 
$
24,977

 
$
1,628

 
6.5
 %
As a percentage of revenue
 
18.5
%
 
19.0
%
 
 
 
 
 
18.5
%
 
18.5
%
 
 
 
 

16


The increase in total product development costs for the three and six months ended June 30, 2016 of $0.3 million and $1.6 million, or 2.5% and 6.5%, from 2015 to 2016, respectively, was driven primarily by an increase in headcount.
Non-Operating Expenses
 
 
Three Months Ended June 30,
 
Change
 
Six Months Ended June 30,
 
Change
  
 
2016
 
2015
 
$
 
%
 
2016
 
2015
 
$
 
%
 
 
(Dollars in thousands)
 
(Dollars in thousands)
Interest expense
 
$
1,133

 
$
1,069

 
$
64

 
6.0
%
 
$
2,250

 
$
2,199

 
$
51

 
2.3
%
Amortization of debt issuance costs
 
$
143

 
$
143

 
$

 
%
 
$
286

 
$
286

 
$

 
%
Other expense (income), net
 
$
1,655

 
$
(658
)
 
$
2,313

 
>(100)%

 
$
1,112

 
$
838

 
$
274

 
32.7
%
Interest expense and amortization of debt issuance costs for the three and six months ended June 30, 2016 were comparable to 2015.
Other expense (income), net comprises impairment charges, foreign currency transaction (gains) losses and interest income. During the three months ended June 30, 2016, we recognized an other-than-temporary impairment charge of $1.5 million related to the write-down of a cost method investment to its estimated fair value of zero due to the investee company's inability to continue operations without new outside financing. Foreign currency transaction (gains) losses largely relate to the remeasurement of Euro and British Pound Sterling denominated accounts receivable held by entities where the Euro or British Pound Sterling is not the functional currency. Net foreign currency transaction losses (gains) were $0.2 and $(0.4) and $(0.6) and $0.9 for the three and six months ended June 30, 2016 and 2015, respectively.
Income Tax Expense
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2016
 
2015
 
2016
 
2015
 
 
(In thousands)
 
(In thousands)
Income tax expense
 
$
639

 
$
562

 
$
774

 
$
744

We recorded an income tax expense of $0.6 million and $0.8 million despite a pre-tax loss of $7.3 million and $12.1 million for the three and six months ended June 30, 2016, respectively, and recorded an income tax expense of $0.6 million and $0.7 million despite a pre-tax loss of $7.9 million and $17.1 million for the three and six months ended June 30, 2015, respectively, primarily because the income tax benefit related to our U.S. pre-tax loss generated was subject to a valuation allowance.
Business Measurements
Beginning in the second quarter of 2016 and going forward, we plan to regularly report the business measurements described below and will no longer report Enterprise 12-month backlog growth in our Quarterly Reports on Form 10-Q or our Annual Reports on Form 10-K.
We believe the following business measurements are key as we use them internally to help us evaluate our performance, identify trends affecting our business, establish budgets, assess operational efficiencies, make strategic decisions and compensate our management.
Annualized recurring revenue ("ARR") growth represents the percentage increase in the value attributable to all of our renewable subscription contracts for which revenue is recognized on a ratable basis as compared to the same date in the prior year. ARR is calculated as the annualized value of all renewable subscription contracts in effect at a specific point in time, without regard to the duration of the contract. ARR growth at June 30, 2016 was approximately 7% year-over-year, excluding the effects of foreign exchange.
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
  
 
2016
 
2015
 
2016
 
2015
 
 
(In thousands)
Non-GAAP adjusted operating income
 
$
4,483

 
$
1,593

 
$
9,059

 
$
4,063

Non-GAAP adjusted operating income represents the corresponding GAAP measure adjusted to exclude, if applicable: (1) amortization of intangible assets, (2) stock-based compensation expense and (3) impairment charges or asset write-offs.

17


Non-GAAP Financial Measure
The table below provides a reconciliation of U.S. GAAP loss from operations to non-GAAP adjusted operating income, which is included in Business Measurements above:
 
 
Three Months Ended June 30,
 
Six months ended June 30,
  
 
2016
 
2015
 
2016
 
2015
 
 
(In thousands)
Loss from operations
 
$
(4,401
)
 
$
(7,375
)
 
$
(8,422
)
 
$
(13,776
)
Amortization of intangible assets
 
6,095

 
5,988

 
12,077

 
11,975

Stock-based compensation expense
 
2,789

 
2,980

 
5,404

 
5,864

Non-GAAP adjusted operating income
 
$
4,483

 
$
1,593

 
$
9,059

 
$
4,063

We report non-GAAP adjusted operating income as a supplemental measure that is not prepared in accordance with generally accepted accounting principles in the United States, or GAAP or U.S. GAAP. Our definition of this non-GAAP financial measure may differ from the definition used by other companies, including peer companies, and therefore comparability may be limited. This non-GAAP financial measure should be considered in addition to our results prepared in accordance with U.S. GAAP and should not be considered a substitute for or superior to our U.S. GAAP results. We endeavor to compensate for the limitations of this non-GAAP financial measure by providing the comparable GAAP measure with equal or greater prominence.
Management believes that this non-GAAP financial measure, when viewed with our results under U.S. GAAP and the accompanying reconciliation, provides useful information about our period-over-period growth and provides additional information that is useful for evaluating our operating performance. Management also believes that this non-GAAP financial measure provides a more meaningful comparison of our operating results against those of other companies in our industry, as well as on a period-over-period basis, because this measure excludes items that are not representative of our operating performance, such as amortization of intangible assets and stock-based compensation expense.
Financial Position, Liquidity and Capital Resources
Cash Flows
 
 
June 30,
  
 
2016
 
2015
 
 
(In thousands)
Cash and cash equivalents
 
$
38,367

 
$
38,044

 
 
 
 
 
 
 
Six Months Ended June 30,
 
 
2016
 
2015
 
 
(In thousands)
Net cash provided by operating activities
 
$
12,668

 
$
7,950

Net cash used in investing activities
 
(9,643
)
 
(9,442
)
Net cash used in financing activities
 
(12,791
)
 
(671
)
Effect of foreign exchange rate changes on cash and cash equivalents
 
258

 
(475
)
Net decrease in cash and cash equivalents
 
$
(9,508
)
 
$
(2,638
)

18


Operating Activities
Net cash provided by operating activities for the six months ended June 30, 2016 was $12.7 million as a result of $21.0 million in cash generated from results of operations after adjusting for non-cash items, partially offset by a net decrease in our operating assets and liabilities of $8.3 million. The net decrease in operating assets and liabilities consisted primarily of a decrease of $6.2 million in accrued expenses and other liabilities, primarily related to payment of bonus and commissions related to 2015, and an increase of $5.0 million in accounts receivable, primarily related to the timing of cash collections partially offset by an increase of $3.5 million in deferred revenue. Additionally, net cash provided by operating activities during the six months ended June 30, 2016 consisted of a net loss of $12.8 million plus adjustments for non-cash items of $33.8 million including (a) depreciation and amortization of $13.2 million, (b) amortization of intangible assets of $12.1 million, (c) stock-based compensation expense of $5.4 million and (d) an impairment charge of $1.5 million related to the write-down of a cost method investment to its fair value of zero.
Net cash provided by operating activities for the six months ended June 30, 2015 was $8.0 million as a result of $15.2 million in cash generated from results of operations after adjusting for non-cash items, partially offset by a net decrease in our operating assets and liabilities of $7.3 million. The net decrease in operating assets and liabilities consisted primarily of an increase of $7.6 million in accounts receivable, primarily related to the timing of cash collections, and a decrease of $3.5 million in accrued expenses and other liabilities, primarily related to payment of bonus and commissions related to 2014, partially offset by an increase of $2.2 million in deferred revenue. Additionally, net cash provided by operating activities during the six months ended June 30, 2015 consisted of a net loss of $17.8 million, plus adjustments for non-cash items of $33.1 million including (a) depreciation and amortization of $13.6 million, (b) amortization of intangible assets of $12.0 million and (c) stock-based compensation expense of $5.9 million.
Investing Activities
Net cash used in investing activities for the six months ended June 30, 2016 and 2015 was $9.6 million and $9.4 million, respectively. Investments in capitalized software development costs for the six months ended June 30, 2016 and 2015 were $13.4 million and $11.2 million, respectively. Cash used in investing activities related to capital expenditures for infrastructure during the six months ended June 30, 2016 and 2015 was $1.2 million and $2.8 million, respectively. During the six months ended June 30, 2016 and 2015, maturities of investments, comprising corporate securities, were $11.3 million and $5.6 million, respectively. During the six months ended June 30, 2016, we used $6.3 million in cash for the acquisition of Verilume, Inc. During the six months ended June 30, 2015, we purchased a minority interest in a privately held company for $1.0 million, which is accounted for under the cost method.
Financing Activities
Net cash used in financing activities for the six months ended June 30, 2016 of $12.8 million includes $11.5 million for the repurchase of 1.4 million shares of common stock at an average price of $8.13 per share and $1.1 million of debt repayments.
Net cash used in financing activities for the six months ended June 30, 2015 of $0.7 million includes a $0.5 million payment of a holdback related to the acquisition of docTrackr, Inc., recorded in "Other, net" financing activities and $0.4 million of debt repayments. "Other, net" financing activities also includes $0.2 million of repayments of outstanding financing arrangements partially offset by $0.4 million related to the exercise of stock options and issuance of common stock.
Cash paid for interest, net of capitalized interest, during the six months ended June 30, 2016 and 2015 was $2.2 million and $2.1 million, respectively.
Liquidity and Capital Resources
Our principal sources of liquidity are our cash, cash equivalents and investments, as well as the cash flows we generate from operations. At June 30, 2016, we had $38.4 million in cash and cash equivalents, $1.1 million in investments and $53.7 million in accounts receivable, net of allowance for doubtful accounts and credit reserve. We have a $15.0 million Revolving Credit Facility, which expires on February 24, 2019, and is available as an additional source of financing. At June 30, 2016, we had $2.9 million in outstanding letters of credit under our Revolving Credit Facility.
On February 19, 2016, our Board of Directors authorized the repurchase of up to $20 million of shares of our common stock. We may purchase shares from time to time on the open market or in privately negotiated transactions, depending on those factors management deems relevant at any particular time, including without limitation, market conditions, share price, future outlook and other corporate liquidity requirements and priorities. For detailed information on our share repurchase activity, see Part II, Item 2 - "Unregistered Sales of Equity Securities and Use of Proceeds" of this Quarterly Report on Form 10-Q.
We believe that our sources of funding will be sufficient to satisfy our normal operating requirements, including capital expenditures, share repurchases and principal payments on long-term debt, for at least the next twelve months. Our liquidity could be negatively affected by a decrease in demand for our services. In addition, we may make acquisitions and strategic investments or increase

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our capital expenditures that could reduce our cash, cash equivalents and investments balances and as a result, we may need to raise additional capital through future debt or equity financing to provide for greater financial flexibility to fund these activities. Additional financing may not be available at all or on terms favorable to us.
The Term Loan Credit Facility requires us to comply with a Consolidated Net Leverage Ratio (as defined in the Term Loan Credit Facility) that must be less than or equal to 3.00 to 1.00. The calculation of our Consolidated Net Leverage Ratio permits us to net from our outstanding total indebtedness up to $20.0 million of our cash and cash equivalents. The Term Loan Credit Facility also requires partial prepayment of a portion of the principal outstanding in the event that we generate Consolidated Excess Cash Flow (as defined under the Term Loan Credit Facility) in excess of a certain threshold. If required, the prepayment is equal to 50% of our excess cash flow as measured on an annual basis, with step-downs to 25% and to 0% of our excess cash flow if our Consolidated Net Leverage Ratio (as defined in the Term Loan Credit Facility), is less than 2.00 to 1.00 and 1.00 to 1.00, respectively. Excess cash flow is generally defined as our adjusted EBITDA (as defined in the Term Loan Credit Facility) less debt service costs, unfinanced capital expenditures, unfinanced acquisition expenditures, and current income taxes paid, as adjusted for changes in our working capital. This determination is to be made 90 days following the end of the preceding fiscal year, with any payment, if required, due within 105 days following the end of the preceding fiscal year. Additionally, the Term Loan Credit Facility requires mandatory prepayment of the term loans from the net proceeds of certain asset sales outside the ordinary course of business and from proceeds of property insurance and condemnation events, in each case subject to our right to reinvest those proceeds in assets used in our business. The Revolving Credit Facility includes a springing Fixed Charge Coverage Ratio (as defined in the Revolving Credit Facility), which we must comply with any time our cash and cash equivalents held in deposit or securities accounts subject to a lien in favor of our revolving loan lenders falls below $10.0 million or if an Event of Default (as defined in the Revolving Credit Facility) occurs, in either case, a "Fixed Charge Coverage Trigger Event." In the event a Fixed Charge Coverage Trigger Event occurs, the Fixed Charge Coverage Ratio must be greater than or equal to 1.10 to 1.00. We were in compliance with all applicable covenants at June 30, 2016 and there was no required prepayment for the year ended December 31, 2015.
The agreements governing our Credit Facilities include the following customary restrictions on certain activities, which are subject to lender approval, with certain exceptions: (i) incurring additional indebtedness other than in the normal course of business; (ii) creating liens or other encumbrances on our assets; (iii) engaging in merger or acquisition transactions; (iv) making investments; and (v) entering into asset sale agreements or paying dividends, making distributions on or repurchasing our stock.
The agreements governing our Credit Facilities also contain customary events of default, including, but not limited to, uncured cross-defaults among these agreements. In addition, an uncured default under our facility related to the purchase of equipment ("Equipment Loan Facility") would result in a cross- default under our Term Loan Credit Facility and our Revolving Credit Facility. Although we currently expect to remain in compliance with these existing covenants, any breach of these covenants or a change in control could result in a default and subsequent cross-defaults, under our credit agreements, which could cause all of the outstanding indebtedness to become immediately due and payable and terminate all commitments from our lenders to extend further credit.
Each of our Credit Facilities is secured by liens on substantially all our assets, including a pledge of 100% of the equity interests in our domestic subsidiaries and an obligation to pledge 65% of the equity interests in our direct foreign subsidiaries. Our Revolving Credit Facility is secured by a first lien on our cash, accounts receivable and certain other liquid collateral and a second lien on our other assets. Our Term Loan Credit Facility is secured by a second lien on our cash, accounts receivable and certain other liquid collateral and a first lien on our other assets. Our Equipment Loan Facility is secured by liens on the equipment financed under that facility.
All obligations under each of our Credit Facilities are unconditionally guaranteed by our direct and indirect domestic subsidiaries. These guarantees are secured by substantially all the present and future property of the guarantors.
Our corporate credit ratings and rating agency outlooks as of June 30, 2016 are summarized in the table below.
Rating Agency
 
Rating
 
Outlook
Moody's
 
B2
 
Stable
Standard & Poor's
 
B+
 
Stable (1)
(1) On July 14, 2016, Standard & Poor's changed its outlook on our corporate credit rating from "Stable" to "Negative." Neither a change in rating nor outlook would impact any of the terms set forth in our Credit Facilities.
Contractual Obligations and Commitments
At June 30, 2016, there have been no material changes to our contractual obligations, commitments and off-balance sheet arrangements since the disclosure included in Part II, Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations" of our Annual Report on Form 10-K for the fiscal year ended December 31, 2015.

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Critical Accounting Policies and Estimates
The preparation of financial statements requires the application of appropriate accounting policies and the use of estimates. Our significant accounting policies are described in Note 2 - "Summary of Significant Accounting Policies" included in Part II, Item 8. "Financial Statements and Supplementary Data" of our Annual Report on Form 10-K for the fiscal year ended December 31, 2015.
On an ongoing basis, we evaluate our estimates and assumptions including those related to (a) allowances for doubtful accounts and reserves for customer credits, (b) the fair values of our single operating segment and reporting unit, goodwill, definite-lived intangible assets and long-term investments, (c) the recoverability of definite-lived intangible assets, capitalized software and fixed assets (and their related useful lives), (d) certain components of the income tax provision (including the valuation allowance on net deferred tax assets and liabilities for uncertain tax positions), (e) accruals for certain compensation and benefit expenses and (f) the fair value of stock-based awards including estimated forfeitures of such awards. We base our estimates, judgments and assumptions on historical experience, forecasts and budgets and on various other factors that we believe to be reasonable under the circumstances.
Recent Accounting Pronouncements
For a discussion of recent accounting pronouncements see Note 1 - "Intralinks Holdings, Inc. and Summary of Significant Accounting Policies" included in Part I, Item 1. "Financial Statements (Unaudited)" of this Quarterly Report on Form 10-Q.
ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
At June 30, 2016, there have been no material changes to our exposure to market risk since the disclosure included in Part II, Item 7A. "Quantitative and Qualitative Disclosures about Market Risk" of our Annual Report on Form 10-K for the fiscal year ended December 31, 2015.
ITEM 4: CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, that are designed to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based upon this evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report. Management believes that the Consolidated Financial Statements included in this Quarterly Report on Form 10-Q are fairly presented in all material respects in accordance with GAAP, and our principal executive officer and principal financial officer have certified that they fairly present in all material respects our financial condition, results of operations and cash flows for each of the periods presented in this report.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1: LEGAL PROCEEDINGS
For a discussion of our material pending legal proceedings, see Note 10 - “Contingencies” included in Part I, Item 1. “Financial Statements (Unaudited)” of this Quarterly Report on Form 10-Q.

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ITEM 1A: RISK FACTORS
We operate in a rapidly changing environment that involves a number of risks that could materially affect our business, financial condition or future results, some of which are beyond our control. In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors included in Part I, Item 1A. "Risk Factors" of our Annual Report on Form 10-K for the fiscal year ended December 31, 2015 , which could materially affect our business, financial condition or future results. There are no material changes to the risk factors described in our Annual Report.
ITEM 2: UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Unregistered Sales of Equity Securities
During the three and six months ended June 30, 2016, we did not issue or sell any shares of our common stock pursuant to unregistered transactions.
Issuer Purchases of Equity Securities
The table below sets forth the information with respect to repurchases of our common stock during the three months ended June 30, 2016.
  
 
Total Number of Shares Purchased (1)

 
Average Price Paid Per Share (2)

 
Total Number of Shares Purchased as Part of Publicly Announced Program (1)
 
Dollar Value of Shares that May Yet Be Purchased Under the Program (1)
April 2016
 
338,312

 
$
8.86

 
338,312

 
$
14,321,588

May 2016
 
650,602

 
$
7.75

 
650,602

 
$
9,278,247

June 2016
 
96,300

 
$
7.71

 
96,300

 
$
8,535,797

 
 
1,085,214

 
$
8.09

 
1,085,214

 
$
8,535,797

(1) In February 2016, we announced the Board of Directors' authorization of a $20 million share repurchase program. This stock repurchase program extends for one year and may be suspended or terminated at any time without prior notice.
(2) Reflects the average price paid per share of the Company's common stock.
ITEM 3: DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4: MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5: OTHER INFORMATION
None.

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ITEM 6: EXHIBITS
(a) Exhibits required by Item 601 of Regulation S-K.
Exhibit
Number
 
Description
10.1*
 
Employment Agreement dated as of March 8, 2016 by and between the Company and Leif O'Leary.
31.1*
 
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*
 
Certification of Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*
 
Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*
 
Certification of Principal Accounting Officer 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 Calculation Linkbase Document
101.LAB+
 
XBRL Taxonomy Label Linkbase Document
101.PRE+
 
XBRL Taxonomy Presentation Linkbase Document
101.DEF+
 
XBRL Taxonomy Definitions Linkbase Document
                            
* Filed herewith.
+ Attached as Exhibits 101 to this report are the following financial statements from our Quarterly Report on Form 10-Q for the three and six months ended June 30, 2016 formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Loss, (iv) the Consolidated Statements of Cash Flows and (v) related notes to these financial statements.


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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated.
 
 
 
 
 
INTRALINKS HOLDINGS, INC.
 
 
By: /s/ Ronald W. Hovsepian
[Date: August 3, 2016]
 
Ronald W. Hovsepian
President and Chief Executive Officer
 
 
 
 
 
By: /s/ Christopher J. Lafond
[Date: August 3, 2016]
 
Christopher J. Lafond
Chief Financial Officer



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