SWK Holdings Corp (SWKH)

[db7]

s-1/a out

[Golf4Food]

Interesting action here... been 5 years since I last visited here before the changes lol

[Enterprising Investor]

NOLCFs approximately $433 million at 6/30/14.

If not offset against future income, will expire by 2032, with the majority of such NOLs expiring by 2021.

[Enterprising Investor]

Rights Offering

The Purchase Agreement provides that we will use reasonable best efforts to conduct a rights offering (the “Rights Offering”) as promptly as reasonably practical after the Initial Closing. The Rights Offering will be substantially on the terms set forth in the registration statement on Form S-1 filed by us with the SEC on February 13, 2014, as the same has been (and as it may be) amended and supplemented (including each amendment and supplement thereto, the “Registration Statement”). The Stockholder will have the right to participate in the Rights Offering on the same terms as all other stockholders, including with respect to the subscription price. In connection with the Purchase Agreement, the Stockholder agreed that it would only exercise that number of rights it receives in the Rights Offering which represents the number of rights it would have received on the day immediately preceding the Initial Closing. Pursuant to a Standby Purchase Agreement (the “Standby Purchase Agreement”) that we intend to enter into with Double Black Diamond, L.P., an affiliate of the Stockholder (the “Standby Purchaser”) prior to the commencement of the Rights Offering, the Standby Purchaser will serve as the standby purchaser with respect to the Rights Offering and will generally have the right to purchase any unsubscribed shares (other than shares the Stockholder has agreed not to purchase pursuant to the exercise of its rights as described above).

The Purchase Agreement further provides that, following the closing of the Rights Offering, the Stockholder will purchase a number of newly issued additional shares of Common Stock such that (after taking into account the Initial Closing and the closing of the Rights Offering, including any shares of Common Stock purchased by the Stockholder and its affiliates in the Rights Offering, including as Standby Purchaser) the Stockholder’s and its affiliates’ voting percentage of Common Stock equals 69% on a fully-diluted basis.

In connection with the Purchase Agreement, we, Double Black Diamond and Black Diamond entered into a Stockholders’ Agreement, dated as of August 18, 2014 (the “Stockholders’ Agreement”) pursuant to which, among other things, we granted the Stockholder approval rights with respect to certain transactions, including the incurrence of indebtedness over specified amounts, the sale of assets over specified amounts, declaration of dividends, loans, capital contributions to or investments in any third party over specified amounts, changes in the size of our board of directors or changes in our chief executive officer. In addition, the Stockholder agreed that until the earlier of the fifth anniversary of the Initial Closing or the date it owns less than 40% of the outstanding shares of Common Stock it will not increase its voting percentage of Common Stock to greater than 76% or cause us to engage in any buybacks in excess of 3% of the then outstanding shares of Common Stock without offering to acquire all of the then-outstanding Common Stock at the same price and on the same terms and conditions. The Stockholder further agreed that, until the earlier of the fifth anniversary of the Initial Closing or the date it owns less than 40% of the outstanding shares of Common Stock, it will not sell shares of Common Stock to any purchaser that would result in such purchaser having a voting percentage of Common Stock in excess of 40% (and with neither the Stockholder and its affiliates nor any other holder of Common Stock and its affiliates holding a voting percentage in excess of 40%) unless such purchaser contemporaneously makes a binding offer to acquire all of our then-outstanding Common Stock, at the same price and on the same terms and conditions as the purchase of shares from the Stockholder. The Stockholder also agreed that, until the earlier of the eighth anniversary of the Initial Closing or the date it owns less than 40% of the outstanding shares of Common Stock, the Stockholder will not engage in a transaction as described in Rule 13e-3 under the Exchange Act without offering to acquire all of the then-outstanding Common Stock at the same price and on the same terms and conditions. Additionally, until the earlier of the eighth anniversary of the Initial Closing or the date it owns less than 40% of the outstanding shares of Common Stock, the Stockholder agreed to maintain at least two directors who are not affiliates of the Stockholder or us (the “Non-Affiliated Directors”), and agreed that any related party transaction or deregistration of the Common Stock from SEC reporting requirements requires the approval of the Non-Affiliated Directors. The Stockholders’ Agreement also contains a right for the Stockholder to serve as the exclusive standby purchaser for any additional rights offerings prior to September 6, 2016, and a pre-emptive right to purchase its pro rata share of any additional offerings other than such rights offerings by us prior to such date.

The Stockholders’ Agreement also provides that, until the second anniversary of the Initial Closing, we will not seek, negotiate or consummate any sale of Common Stock (with certain customary exceptions), except through one or more rights offerings substantially on the same structural terms as the Rights Offering. In addition, the Stockholder agreed that until the earlier of the fifth anniversary of the Initial Closing or the date it owns less than 40% of the outstanding shares of Common Stock, it would provide support to us in various ways, including with respect to sourcing financing and other business opportunities.

Additionally, in connection with the Purchase Agreement and the transactions described above (collectively, the “Transactions”), effective as of the Initial Closing, William Clifford, Michael Margolis and John Nemelka resigned from our board of directors and we agreed to appoint the following persons nominated by the Stockholder to fill the vacancies created: Christopher W. Haga, D. Blair Baker and Edward B. Stead. Mr. Stead was appointed as a Class II director for a term expiring in 2017, and Mr. Baker and Mr. Haga were appointed as Class III directors for terms expiring in 2014. Information about the appointees to the board of directors is provided under the heading “Changes to the Board of Directors” below.

If the Rights Offering is completed and each of our stockholders as of the record date purchases the full number of shares to which it is entitled, we will issue an additional 14,534,884 shares of Common Stock in the Rights Offering, as a result of which we will have an aggregate of 113,617,778 shares of Common Stock issued and outstanding. In such an event, funds affiliated with Carlson would beneficially own in the aggregate approximately 63.9% of our Common Stock (including the 1,000,000 shares of Common Stock underlying the existing warrant held by the Standby Purchaser).

If none of our stockholders as of the record date purchases shares in the Rights Offering but we consummate the Rights Offering, then the Standby Purchaser will purchase, pursuant to the Standby Purchase Agreement, 14,534,884 shares in the Rights Offering and, together with other affiliates of Carlson, would own in the aggregate 82,591,984 shares of our Common Stock (out of 113,617,778 shares outstanding and excluding the 1,000,000 shares of Common Stock underlying the existing warrant held by the Standby Purchaser), which would equal approximately 72.7% of our then issued and outstanding shares of Common Stock.

If the Standby Purchaser purchases 14,534,884 shares pursuant to the Standby Purchase Agreement because no other stockholder exercises its rights in the Rights Offering, and if the Standby Purchaser were to exercise its existing warrant to purchase 1,000,000 shares of Common Stock, affiliates of Carlson, including the Standby Purchaser, would own in the aggregate 72.9% of our then issued and outstanding shares of Common Stock.

[Enterprising Investor]

Change of Control (8/27/14)

This Information Statement is being furnished by SWK Holdings Corporation (the “Company,” “we,” “us” or “our”) pursuant to Section 14(f) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 14f-1 promulgated under the Exchange Act (“Rule 14f-1”). This Information Statement is being provided solely for informational purposes and not in connection with a vote of our stockholders.

This Information Statement is being mailed on or about August 27, 2014 to the holders of record at the close of business on August 22, 2014 of our common stock, par value $0.001 per share (“Common Stock”), regarding a change of a majority of the members of our board of directors (three out of five members) to be effected in connection with a transaction between us and Carlson Capital, L.P. (“Carlson”).

On August 18, 2014, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Carlson. Pursuant to the terms of the Purchase Agreement, on August 18, 2014, Double Black Diamond Offshore Ltd. (“Double Black Diamond”) and Black Diamond Offshore Limited (“Black Diamond”), funds affiliated with Carlson (collectively, the “Stockholder”), acquired 55,908,000 newly issued shares of Common Stock for a purchase price of $1.37 per share or an aggregate purchase price of $76,593,960 (the “Initial Closing”). Prior to August 18, 2014, the Stockholder and its affiliates beneficially owned approximately 29.8% of our Common Stock. In addition, an affiliate of Carlson is the lender under our credit facility. Following the acquisition of the 55,908,000 shares of Common Stock at the Initial Closing, the Stockholder and its affiliates beneficially own approximately 69.0% of our outstanding Common Stock. As a result of its ownership of a majority of our outstanding Common Stock, the Stockholder is able to control all actions to be taken by stockholder vote, including elections of the members of our board of directors.

In connection with the Purchase Agreement, effective as of the Initial Closing, William Clifford, Michael Margolis and John Nemelka resigned from our board of directors and we agreed to appoint the following persons nominated by the Stockholder to fill the vacancies created: Christopher W. Haga, D. Blair Baker and Edward B. Stead. Mr. Stead was appointed as a Class II director for a term expiring in 2017, and Mr. Baker and Mr. Haga were appointed as Class III directors for terms expiring in 2014. Information about the appointees to the board of directors is provided under the heading “Changes to the Board of Directors” below.

As a result of a change in a majority of the members of our board of directors (three out of five members), pursuant to Rule 14f-1 we are required to file with the Securities and Exchange Commission (the “SEC”) and transmit to our stockholders this Information Statement ten days before the appointments of Messrs. Haga, Baker and Stead become effective.

http://www.sec.gov/Archives/edgar/data/1089907/000155278114000771/e00285_swkh-sc14f1.htm

[Enterprising Investor]

SWK Holdings Corporation Announces Up to Approximately $115 Million Equity Financing (8/18/14)

Dallas, TX, August 18, 2014 – SWK Holdings Corporation (SWKH.OB) (“SWK” or the “Company”), a life science focused specialty finance company, announced that on August 18, 2014 that it has entered into a Securities Purchase Agreement (the “Purchase Agreement”) and related documents with Carlson Capital, L.P. and affiliates (“Carlson”) whereby in a series of transactions funds affiliated with Carlson (the "Stockholder") will purchase new shares in the Company such that its ownership increases to 69.0%.

The issuance of shares will be staged as follows:

(i) First, the Company conducted an initial share issuance of 55,908,000 shares to Carlson Capital at $1.37 per share.

(ii) Then, as promptly as reasonably practicable, the Company will undertake a separate $12.5 million Rights Offering based on a price of $0.86 per share. Existing stockholders, including Carlson based on its 28.9% pro rata basic participation rights, may elect to participate on a pro rata basis.

(iii) Lastly, a subsequent share issuance at $1.37 per share of a to-be-determined number of shares will occur such that Carlson will have a voting 69.0% ownership interest in the Company.

With the Purchase Agreement and the Rights Offering, the Company expects to raise at least approximately $89.1 million and up to approximately $115 million in equity proceeds, based on non-Carlson stockholder participation in the Rights Offering of zero and 100%, respectively.

“We are extremely pleased to announce this financing and Carlson's continued support of the Company,” said Brett Pope, Chief Executive Officer of SWK. "We set out two years ago to establish SWK as a leading specialty finance company, providing capital to a broad range of life science companies, institutions and inventors. With the proceeds from this transaction, SWK is now well positioned to aggressively pursue this compelling market opportunity in order to generate significant cash flow and compound book value."

In connection with the transaction, William Clifford, Michael Margolis and John Nemelka resigned from the Company's Board of Directors. Pursuant to the Company’s Bylaws, the Board of Directors appointed Chris Haga, Blair Baker and Ed Stead to fill the vacancies created.

Michael Weinberg, Chairman, said "On behalf of the Board, I would like to thank the departing directors for their contribution and service to the Company and wish them well in their future endeavors. We welcome Chris Haga, Blair Baker and Ed Stead to the Board and look forward to leveraging their collective expertise as we prepare SWK for its next leg of growth."

In connection with the Purchase Agreement, the Company and the Stockholder entered into a Stockholder’s Agreement, dated as of August 18, 2014 (the “Stockholder’s Agreement”). The key terms of the Stockholders’ Agreement and all other related transaction documents will be included in the Company’s Form 8-K that will be filed on August 19, 2014. Brett Pope and Winston Black also entered into new employment agreements with the Company, extending their employment in their current capacities as Chief Executive Officer and Managing Director, respectively, through December 31, 2018.

Please refer the Company's website at www.swkhold.com for biographical information on the newly appointed members of the Board of Directors.

Houlihan Lokey Capital, Inc. acted as financial advisor to the Special Committee of the Company's Board of Directors; Goodwin Procter LLP acted as legal counsel to the Special Committee. Gibson, Dunn & Crutcher acted as legal counsel to Carlson. Holland & Knight acted as legal counsel to SWK.

About SWK Holdings Corporation

SWK Holdings Corporation is a specialized finance company with a focus on the global healthcare sector. SWK partners with ethical product marketers and royalty holders to provide flexible financing solutions at an attractive cost of capital to create long-term value for both SWK’s business partners and its investors. SWK believes its financing structures achieve an optimal partnership for companies, institutions and inventors seeking capital for expansion or capital and estate planning by allowing its partners to monetize future cash flow with minimal dilution to their equity stakes. Additional information on the life science finance market is available on the Company’s website at www.swkhold.com.

About Carlson Capital, L.P.

Carlson Capital, L.P. is an alternative asset management firm. Founded in 1993 by Clint Carlson, the firm currently manages over eight billion dollars across multiple hedge funds.

Statements in this release that are not strictly historical and any statements regarding events or developments that we believe or anticipate will or may occur in the future are "forward-looking" statements within the meaning of the federal securities laws. There are a number of important factors that could cause actual results, developments and business decisions to differ materially from those suggested or indicated by such forward-looking statements and you should not place undue reliance on any such forward-looking statements. Additional information regarding the factors that may cause actual results to differ materially from these forward-looking statements is available in our SEC filings, including our 2012 Annual Report on Form 10-K. These forward looking statements speak only as of the date of this release and the Company does not assume any obligation to update or revise any forward-looking statement, whether as a result of new information, future events and developments or otherwise

Representations made on behalf of or about SWK or its personnel are attributable solely to SWK and are not representations or guarantees by Carlson Capital, LP.

CONTACT: SWK Investor Relations at [phone] or [e-mail].

http://www.nasdaq.com/press-release/swk-holdings-corporation-announces-up-to-approximately-115-million-equity-financing-20140818-00785

[db7]

big NOLs, interesting company. marked

[dazetrader]

marked.

[~S.B.A.~]

On April 2, 2013, SWK Funding LLC ("SWK Funding"), a wholly-owned subsidiary of SWK Holdings Corporation (the "Company"), along with Bess Royalty, LP ("Bess", and together with the Company, the “Purchasers”) purchased a royalty stream paid on the net sales of Besivance®, an ophthalmic antibiotic, from InSite Vision, Inc. ("InSite") for $15 million. Besivance is marketed globally by Bausch & Lomb. SWK Funding funded $6 million of the purchase price at closing to own 40.1325% of the royalty stream. If net sales achieve certain sales milestones during 2013, Bess will pay a $1 million milestone to InSite in February 2014. The Company will have no obligation with respect to this milestone payment. In addition, such additional payment by Bess would not result in a change in the Company's interest in the royalty. Under the terms of the agreement, when the Purchasers receive a 1x cash on cash return of the total purchase price from the Besivance royalty stream, Insite will be entitled to retain 25% of the Besivance royalty stream received above $4.2 million annually. The Besivance royalty stream will be returned to InSite if the Purchasers receive 2.75x cash on cash return of the total purchase price.



InSite recorded $1.2 million and $2.1 million of Besivance royalty revenues for the years ended December 31, 2011 and December 31, 2012, respectively. Patent protection for Besivance in the United States expires in mid-2021.

[discoduc555]

Anybody following this? Know what's going on? Need to investigate some more.

Liking the volume here today. $150,000 says this stock isn't dead...

Are they finally gonna buy something with all of that cash?

[bradakus]

$1.20

[jibberjabber]

Quiet as a Jaybird around....What gives? I have been buying almost daily on this one when I saw the news........ Now one talking about this anywhere in Cyberspace.

What am I missing?

Wow!

[Golf4Food]

HUGE buy at EOD...what is going on here? Hmmmm....

[di4]

KANA Software Reports First Quarter 2009 Financial Results
May 28, 2009 4:01:00 PM
Copyright Business Wire 2009


Email Story Discuss on ZenoBank

View Additional ProfilesMENLO PARK, Calif.--(BUSINESS WIRE)-- KANA Software, Inc. (OTCBB:KANAE), a world leader in multi-channel customer service solutions, today announced financial results for the first quarter ended March 31, 2009.

-- KANA's total revenues for the first quarter of 2009 were $10.9 million,
compared to $18.3 million in the same period in 2008.
-- Maintenance revenue in the first quarter of 2009 was $6.6 million,
compared to $7.4 million in the first quarter of 2008. In the first
quarter of 2009, professional service revenue was $3.1 million, compared
to $5.2 million for the first quarter of 2008, while license revenue was
$1.2 million, compared to $5.7 million in the comparable period of 2008.
-- Non-GAAP net loss was $2.7 million in the first quarter of 2009,
compared to non-GAAP net income of $125,000 in the first quarter of
2008.

Company Highlights:

-- KANA continues to make improvements to its cost structure. By example,
the Company reduced costs in the first and second quarters of 2009 that,
combined, reduce costs by at least $3 million per quarter compared to
the fourth quarter of 2008. The Company expects 2009 total non-GAAP
operating expense to be approximately 25% less than 2008 non-GAAP
operating expense.
-- KANA and IBM announced a major integration milestone in the first
quarter on the way to their impending mid-year rollout of KANA's Service
Experience Management product. Built on IBM's industry-leading SOA
foundation, the product gives customer-service executives unprecedented
control over the end-to-end Service Experience, enabling them to adapt
to change in minutes, rather than months.
-- Com Hem, a leading provider of triple-play services in Sweden, completed
its deployment of KANA's knowledge management suite for self-service and
assisted service. Com Hem said that it plans to deploy KANA's email
response and online collaboration solutions later in 2009.
-- Customers purchasing KANA solutions during the first quarter included
Credit Suisse First Boston, DST Systems, Inc./Boston Financial Data
Services, Affinion Group, Reliable France SAS, Value Team SPA, Barclays,
Cap Gemini UK PLC, and PNC Financial Group.
-- KANA continued to receive numerous product and innovation awards in the
first quarter of 2009, garnering honors from CRM magazine, KMWorld
magazine, and Customer Interaction Solutions(R) magazine.
-- KANA announced today the extension of its banking relationship with
Bridge Bank that extends the credit facility until June 30, 2010.

The Company reported a net loss in accordance with accounting principles generally accepted in the United States (GAAP) of $3.3 million, or $0.08 per share for the first quarter of 2009, compared to a loss of $79,000 or $0.00 per share for the first quarter of 2008.

For the first quarter of 2009, KANA reported a non-GAAP loss of $2.7 million, or $0.07 per share, as compared to non-GAAP net income of $125,000, or $0.00 per share, in the first quarter of 2008. KANA's quarterly non-GAAP net income (loss) was calculated by adding back accounting charges for stock-based compensation expense measured in accordance with SFAS 123R, amortization of acquired intangible assets, and restructuring recovery to KANA's GAAP net loss.

"KANA has set three broad objectives for the rest of 2009: assuring profitability in each of the remaining quarters of the year; maximizing the mid-year launch of our game-changing product with IBM; and positioning ourselves for sustainable profitability and growth when the global economy recovers," said Michael Fields, KANA's chief executive officer. "We believe that we are on track for all three. The relative consistency and strength of our maintenance revenue, combined with a leaner cost structure, allows KANA to target significant profitability in 2009 -- even with the global economic downturn's current impact on our overall revenue levels.

"As a result of a sharpened focus on our joint initiative with IBM and our cost reduction program, in the second quarter of 2009 we expect positive non-GAAP operating income and revenue of $12.5 million to $14 million. Additionally, we expect non-GAAP operating income of greater than 10% of revenue for 2009 as a whole. Combined with the renewed banking relationship we announced today, these actions position KANA to emerge strongly from the recession toward sustainable profitability, growth and market leadership in multi-channel customer service."

Investor Conference Call Information

KANA's management team will host a conference call today at 4:30PM EDT (1:30PM PDT) where it will discuss the Company's reported quarterly financial results and financial outlook. Investors are invited to listen to the call by dialing [phone] or [phone] and entering passcode #33415911. The conference call will also be broadcast from KANA's website. A digital recording will be provided by telephone two hours after the completion of the conference call, through midnight on May 31, 2009. To access the replay, please dial 888-286-8010 or [phone] and enter passcode #42054418. The replay will also be available on the Company's website for one year.

About KANA

KANA Software, Inc. is a world leader in multi-channel customer service. KANA's solutions allow companies to deliver consistent service across all channels, including email, chat, call centers, and Web self-service, giving their customers the freedom to choose the service they want, how and when they want it. KANA's clients report double-digit increases in customer satisfaction, while reducing call volumes by an average of 20%. KANA's award-winning solutions are proven in hundreds of companies worldwide, including approximately half of the Fortune 50. For more information, visit www.kana.com or call 1-800-737-8738.

Non-GAAP Financial Measures

To supplement our financial results presented on a GAAP basis, we use the non-GAAP measures indicated in the attached table, which exclude certain expenses including stock-based compensation and amortization of intangible assets, that we believe are helpful in understanding our past financial performance and our future results. Our non-GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures, and should be read only in conjunction with our condensed consolidated financial statements prepared in accordance with GAAP. Our management regularly uses our supplemental non-GAAP financial measures internally to understand, manage and evaluate our business and make operating decisions. These non-GAAP measures are among the primary factors management uses in planning for and forecasting future periods. Compensation of our executives is based in part on the performance of our business based on these non-GAAP measures.

Cautionary Note Regarding Forward-looking Statements Under the Private Securities Litigation Reform Act of 1995: Information in this release regarding KANA's forecasts, projections, expectations, beliefs, and intentions are forward-looking statements that involve risks and uncertainties. All forward-looking statements included in this release are based upon information available to KANA as of the date of this release, which will likely change, and we assume no obligation to update any such forward-looking statement. These statements include statements about anticipated revenue, growth, profitability, KANA's banking relationship, launch of new products, planned new deployments by customers, expansion of the relationship with IBM, market leadership, demand for KANA's software, and customers' expected benefits and results from KANA applications. These statements are not guarantees of future performance and actual results could differ materially from our current expectations. Factors that could cause or contribute to such differences include, but are not limited to: competition in our marketplace, including introductions of new products or services, or reductions in prices, by competitors; risks associated with lack of market acceptance of KANA's products or services; inability to enhance and develop our products and services within budget and on schedule; inability to attract and retain qualified employees, to manage cash and expenditures or to expand sales; KANA's history of losses; the effect of potential military action and terrorist activities; and slow economic conditions, particularly as they affect spending by our prospective customers on multi-channel customer service and similar enterprise software products. These and other factors are risks associated with our business that may affect our operating results and are discussed in KANA's filings with the Securities and Exchange Commission, including our most recent annual report on Form 10-K and our quarterly reports on Form 10-Q.

NOTE: KANA is a registered trademark of KANA Software, Inc. All other company and product names may be trademarks of their respective owners.


Kana Software, Inc.

Condensed Consolidated Statements of Operations

(in thousands, except per share data)

(unaudited)

Three Months Ended

March 31,

2009 2008

Revenues:

License fees $ 1,199 $ 5,723

Services 9,693 12,562

Total revenues 10,892 18,285

Costs and expenses:

Cost of license fees 188 412

Cost of services 4,478 5,418

Amortization of acquired intangible assets 125 125

Sales and marketing 3,002 6,244

Research and development 3,663 3,334

General and administrative 2,600 3,184

Restructuring recovery - (482 )

Total costs and expenses 14,056 18,235

(Loss) income from operations (3,164 ) 50

Interest and other income (expense), net (86 ) (103 )

Loss before income tax expense (3,250 ) (53 )

Income tax expense (16 ) (26 )

Net loss $ (3,266 ) $ (79 )

Basic and diluted net loss per share $ (0.08 ) $ (0.00 )

Shares used in computing basic and diluted net loss per 41,214 41,211
share

Stock-based compensation included in the expense line
items:

Cost of services $ 83 $ 103

Sales and marketing 111 164

Research and development 63 77

General and administrative 177 217

$ 434 $ 561

Reconciliation of GAAP net loss to non-GAAP net income
(loss):

Three Months Ended

March 31,

2009 2008

Net loss, GAAP $ (3,266 ) $ (79 )

Non-GAAP adjustments:

Stock-based compensation 434 561

Restructuring recovery - (482 )

Amortization of acquired intangible assets 125 125

Net income (loss), non-GAAP $ (2,707 ) $ 125

Net income (loss) per share, non-GAAP

Basic $ (0.07 ) $ 0.00

Diluted $ (0.07 ) $ 0.00

Shares used in per share calculation

Basic 41,214 41,211

Diluted 41,214 41,418




Kana Software, Inc.

Condensed Consolidated Balance Sheets

(in thousands)

(unaudited)

March 31, 2009 December 31, 2008

Assets

Cash and cash equivalents $ 2,494 $ 6,988

Restricted cash 746 -

Accounts receivable, net 6,355 7,556

Other current assets 1,780 2,030

Total current assets 11,375 16,574

Restricted cash, long-term 305 751

Property and equipment, net 1,674 1,923

Goodwill 12,415 12,415

Acquired intangible assets, net 1,601 1,726

Other assets 177 428

Total Assets $ 27,547 $ 33,817

Liabilities and Stockholders' Equity
(Deficit)

Line of credit $ 2,753 $ 6,000

Notes payable, current portion 1,547 1,821

Accounts payable 3,719 3,618

Accrued liabilities 4,813 5,084

Accrued restructuring 793 946

Deferred revenue 13,668 12,946

Total current liabilities 27,293 30,415

Deferred revenue, long-term 47 86

Accrued restructuring, long-term 84 234

Notes payable, long-term 7 13

Other long-term liabilities 495 479

Total liabilities 27,926 31,227

Total stockholders' equity (deficit) (379 ) 2,590

Total Liabilities and Stockholders' Equity $ 27,547 $ 33,817
(Deficit)




Kana Software, Inc.

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

Three Months Ended

March 31,

2009 2008

OPERATING ACTIVITIES

Net loss $ (3,266 ) $ (79 )

Adjustments to reconcile net loss to net cash provided by
(used in) operating activities:

Depreciation and amortization 337 300

Amortization of acquired intangible assets 125 125

Employee and non-employee stock-based compensation 434 561

Provision for doubtful accounts - 16

Change in fair value of warrant liability (6 ) -

Non-cash interest accretion 12 50

Restructuring recovery - (482 )

Changes in operating assets and liabilities:

Accounts receivable 1,069 2,001

Prepaid expenses and other assets 501 444

Accounts payable and accrued liabilities (238 ) 305

Accrued restructuring (303 ) (406 )

Deferred revenue 891 (767 )

Net cash provided by (used in) operating activities (444 ) 2,068

INVESTING ACTIVITIES

Purchases of property & equipment (90 ) (467 )

Restricted cash (300 ) -

Net cash used in investing activities (390 ) (467 )

FINANCING ACTIVITIES

Net borrowings (repayments) under line of credit (3,247 ) 385

Repayments under notes payable (280 ) (634 )

Net cash used in financing activities (3,527 ) (249 )

Effect of exchange rate changes on cash (133 ) 27

Net increase (decrease) in cash and cash equivalents (4,494 ) 1,379

Cash and cash equivalents at beginning of period 6,988 4,306

Cash and cash equivalents at end of period $ 2,494 $ 5,685






Source: KANA Software, Inc.


----------------------------------------------
KANA Software
650-614-8160 (Investors)
[e-mail]
or
New Venture Communications for KANA
Ted Rossman
914-432-7083 (Press/Media)
[e-mail]
Lauren Dresnick
650-343-2735 (Press/Media)
[e-mail]

[di4]

KANA Software to Announce First Quarter Fiscal Year 2009 Financial Results
May 22, 2009 4:30:00 PM
Copyright Business Wire 2009


Email Story Discuss on ZenoBank

View Additional ProfilesMENLO PARK, Calif.--(BUSINESS WIRE)-- KANA Software, Inc. (OTCBB:KANA), a world leader in multi-channel customer service solutions, announced today that it will announce first quarter fiscal year 2009 financial results after market close on Thursday, May 28, 2009. At that time, a copy of the earnings release will be available under the Investor Relations section of the Company's website at www.kana.com.

KANA will host a conference call to discuss the results at 1:30 p.m. PT (4:30 p.m. ET) on the same day. Investors are invited to listen to the call by dialing [phone] or [phone] and entering passcode #33415911. The conference call will also be broadcast from KANA's website.

A digital recording will be provided by telephone two hours after the completion of the conference call, through midnight on May 31, 2009. To access the replay, please dial 888-286-8010 or [phone] and enter passcode #42054418. The replay will also be available on the Company's website for one year.

About KANA Software, Inc.

KANA Software, Inc. is a world leader in multi-channel customer service solutions. KANA's solutions allow companies to deliver consistent service across all channels, including email, chat, call centers, and Web self-service, giving their customers the freedom to choose the service they want, how and when they want it. KANA's clients report double-digit increases in customer satisfaction, while reducing call volumes by an average of 20%. KANA's award-winning solutions are proven in hundreds of companies worldwide, including approximately half of the Fortune 50. For more information, please visit www.kana.com or call 1-800-737-8738.

NOTE: KANA is a registered trademark of KANA Software, Inc. All other company and product names may be trademarks of their respective owners.




Source: KANA Software, Inc.


----------------------------------------------
Investor Contact:
KANA Software
650-614-8160
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KANA Software Names Jay Jones as Chief Financial Officer
Company Consolidates Finance and Operations Under Industry Veteran
May 19, 2009 5:34:00 PM
Copyright Business Wire 2009


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View Additional ProfilesMENLO PARK, Calif.--(BUSINESS WIRE)-- KANA Software, Inc. (OTCBB: KANA.OB), a world leader in multi-channel customer service, announced today that it has named industry veteran Jay Jones as interim Chief Financial Officer and consolidated the company's finance and operations under his leadership. Jones succeeds Mike Shannahan, who is leaving the company to pursue other interests.

Jones has been with KANA for more than two years, serving as Chief Administrative Officer responsible for overall business operations, human resources, information technology, and legal activities, reporting directly to Michael Fields, Chief Executive Officer of KANA Software.

The company also announced that Vice President of Finance Bill Feichtmann, CPA, has assumed the added role of Chief Accounting Officer. Feichtmann has been with KANA for more than three years, having joined the company from GoRemote Internet Communications where he served as Vice President and Corporate Controller.

"We'd like to thank Mike Shannahan for his contributions and commitment during his time at KANA," said Michael Fields, CEO, KANA. "We have an excellent management team and are realigning resources to maximize the opportunities ahead of us. Jay Jones will now apply his more than 20 years of management experience in the software industry to a broader set of responsibilities, and help guide us through our next level of growth."

Before joining KANA, Jones was Senior Vice President, Operations and Chief Information Officer of VERITAS. Jones also served as Chief Administrative Officer of VERITAS, the role he held at OpenVision prior to that company's merger with VERITAS. During his tenure at VERITAS, Jones led the company's operations and administration as it grew from $80 million to over $2 billion in annual revenues by the time it was acquired by Symantec in 2005.

About KANA

KANA Software, Inc. is a world leader in multi-channel customer service. KANA's solutions allow companies to deliver consistent service across all channels, including email, chat, call centers, and Web self-service, giving their customers the freedom to choose the service they want, how and when they want it. KANA's clients report double-digit increases in customer satisfaction, while reducing call volumes by an average of 20%. KANA's award-winning solutions are proven in hundreds of companies worldwide, including approximately half of the Fortune 50. For more information visit www.kana.com or call 1-800-737-8738.

NOTE: KANA is a registered trademark of KANA Software, Inc. All other company and product names may be trademarks of their respective owners.



Source: KANA Software, Inc.


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