Alkami(ALKT)2025-02-27 21:10Financial Commitments and Amendments - The Borrower has requested an increase in the amount of the Revolving Commitments to 225,000,000[3]. - The effectiveness of the Amendment is subject to the satisfaction of several conditions precedent, including the execution of necessary documents by the Administrative Agent and the Borrower[5]. - No Default or Event of Default has occurred and is continuing as of the Third Amendment Effective Date[11]. - The New Lender, JPMorgan Chase Bank, N.A., will become a Lender under the Credit Agreement with a Revolving Commitment as specified in Schedule 1.1A[12]. - The Borrower must pay all fees and expenses required as a condition to the increase, including those outlined in the Third Amendment Fee Letter[9]. - The Administrative Agent must receive a Solvency Certificate from a Responsible Officer prior to the effectiveness of the Amendment[8]. - The Borrower is required to maintain compliance with financial covenants set forth in Section 7.1 of the Credit Agreement after the pro forma effect of the Amendment[5]. - The Administrative Agent must receive satisfactory results from recent lien and intellectual property searches[8]. - All necessary governmental approvals and consents must be obtained and in full force prior to the effectiveness of the Amendment[7]. - The Credit Agreement, as amended, will remain in full force and effect and is ratified by the Loan Parties[13]. - Alkami Technology, Inc. executed an amendment to its Credit Agreement, reaffirming the validity of existing obligations and collateral[18]. - The amendment does not modify or waive any rights under the Credit Agreement, ensuring all terms remain in full force[15]. - The entire agreement supersedes any prior amendments or understandings related to the subject matter[15]. - The amendment is part of a broader strategy to maintain financial stability and compliance with loan covenants[16]. - The company continues to engage with multiple lenders, including First-Citizens Bank & Trust Company and JPMorgan Chase Bank, N.A.[20][22]. - The amendment reflects ongoing efforts to manage debt and optimize capital structure[16]. - Alkami Technology, Inc. is committed to maintaining compliance with all financial covenants outlined in the Credit Agreement[34]. - The amendment includes provisions for potential future modifications to the Credit Agreement as necessary[16]. - The execution of the amendment was authorized by key executives, including the Chief Financial Officer[18]. Borrowing and Financial Structure - The Borrower has secured a total credit facility of up to 210 million, which includes a term loan facility of 125 million[42]. - The revolving loan facility includes a letter of credit sub-facility of 7.5 million[42]. - The Borrower aims to use the financing for refinancing existing term loans, permitted acquisitions, and working capital[42]. - The Applicable Margin for SOFR Loans is set at 3.00% for a leverage ratio below 0.50:1.00, and 3.50% for a leverage ratio above 0.50:1.00[59]. - The Borrower has agreed to secure all obligations with a first priority lien on substantially all assets[42]. - The financial covenants will trigger a change in the Applicable Margin based on the consolidated total net leverage ratio[61]. - The Borrower has a commitment fee rate of 0.25% for a leverage ratio below 1.00:1.00[61]. - The Borrower has a revolving commitment fee rate of 0.30% for a leverage ratio between 1.00:1.00 and 2.00:1.00[61]. - The Borrower has agreed to provide financial statements and compliance certificates as part of the credit agreement[60]. - The Borrower’s obligations are guaranteed by its subsidiaries, which also provide a first priority lien on their assets[42]. - The Borrower is obligated to pay the Administrative Agent any excess interest and fees if the Recurring Revenue Leverage Ratio or Consolidated Total Net Leverage Ratio is recalculated to show higher pricing for any period[62]. Definitions and Financial Metrics - An Asset Sale is defined as any property disposition yielding gross proceeds exceeding 100,000,000 minus previously made increases to the Revolving Commitments[68]. - The Benchmark Replacement will be the Floor if the calculated replacement rate is lower than the Floor[75]. - The Benchmark Transition Event occurs when the administrator of a Benchmark ceases to provide all Available Tenors[79]. - The Cash Collateralization involves pledging cash or deposit account balances as collateral for various obligations[89]. - The Borrowing Date is specified by the Borrower in a Notice of Borrowing for requesting Loans[85]. - The definition of Capital Lease Obligations includes obligations required to be classified as capital leases under GAAP[87]. - The definition of "Cash Equivalents" includes marketable direct obligations issued by the U.S. Government, maturing within one year, and other specified financial instruments[91]. - "Churn Rate" is calculated as the quotient of gross Recurring Revenue lost plus increased usage and upsells from existing contracts, divided by Recurring Revenue from the previous quarter, multiplied by twelve, expressed as a percentage[97]. - "Consolidated EBITDA" includes Consolidated Net Income plus various expenses such as interest, taxes, depreciation, and amortization, with specific adjustments for noncash items and extraordinary expenses[108]. - The "Consolidated Interest Coverage Ratio" is the ratio of Consolidated EBITDA to Consolidated Interest Expense for the trailing twelve-month period[110]. - "Consolidated Net Income" is determined on a consolidated basis in accordance with GAAP, excluding certain income from subsidiaries and other specified entities[112]. - "Consolidated Interest Expense" includes total interest expense of the Borrower and its subsidiaries, covering all outstanding indebtedness and related fees[111]. - "Consolidated Capital Expenditures" refer to all expenditures for acquiring or leasing fixed or capital assets during a specified period[106]. - The term "Cash Management Services" encompasses various financial services provided to Loan Parties or their subsidiaries by a Cash Management Bank[93]. - "Collateral" includes all property of the Loan Parties upon which a lien is created by any Security Document[99]. - "Change of Control" occurs when a person or group obtains rights to become the beneficial owner of 40% or more of the voting power for the election of directors of the Borrower[96]. - Consolidated Senior Indebtedness includes the total principal amounts outstanding under the Revolving Facility and Term Loans, determined on a consolidated basis in accordance with GAAP[114]. - Consolidated Senior Net Leverage Ratio is calculated as Consolidated Senior Indebtedness minus unrestricted cash, not exceeding 50% of Consolidated EBITDA for the trailing twelve months[115]. - Consolidated Total Indebtedness represents the aggregate principal amount of all Indebtedness of the Group Members, excluding certain liabilities, determined on a consolidated basis[116]. - Consolidated Total Net Leverage Ratio is the ratio of Consolidated Total Indebtedness minus unrestricted cash to Consolidated EBITDA for the trailing twelve months[116]. - Control Agreement ensures the Administrative Agent obtains control over Deposit Accounts or Securities Accounts held by Loan Parties[119]. - Daily Simple SOFR is determined based on the greater of the published SOFR rate or a specified floor, affecting loan calculations[120]. - Defaulting Lender is defined as any lender that fails to fund loans or pay required amounts within specified timeframes[124]. - Disqualified Stock refers to any Capital Stock that is redeemable prior to the maturity date of the Loans, impacting financial obligations[129]. - Environmental Liability includes any contingent liabilities resulting from violations of Environmental Laws or related concerns[137]. - ERISA Affiliate includes entities that are part of a controlled group with any Loan Party, impacting retirement plan obligations[139]. Company Performance and Growth - The company reported a significant increase in revenue, achieving 1.6 billion and 200 million, accounting for 13% of total revenue, aimed at enhancing product features[6]. - The company completed a strategic acquisition of a smaller tech firm for 400 million for the quarter, up from 1.5 billion, representing a 20% year-over-year growth[1]. - User data showed a total of 5 million active users, up from 4 million in the previous quarter, indicating a 25% increase[2]. - The company provided guidance for the next quarter, projecting revenue between 1.7 billion, which reflects a growth rate of 10% to 13%[3]. - New product launches are expected to contribute an additional 50 million in research and development for new technologies aimed at enhancing user experience[5]. - Market expansion plans include entering three new international markets by the end of the fiscal year, targeting a 15% increase in global market share[6]. - The company is considering strategic acquisitions to bolster its product offerings, with a budget of 300 million, contributing to overall profitability[9]. - The company reported a net income of $250 million, a 30% increase compared to the same quarter last year[10].