SEC Info - Healthequity, Inc. - ‘10-Q’ for 10/31/18

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Healthequity, Inc. – ‘10-Q’ for 10/31/18 – ‘EX-10.3’

On: Thursday, 12/6/18, at 4:09pm ET · For: 10/31/18 · Accession #: 1428336-18-36 · File #: 1-36568

  As Of               Filer                 Filing    For·On·As Docs:Size

12/06/18  Healthequity, Inc.                10-Q       10/31/18   64:6.1M

Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML    499K 
 2: EX-10.1     Material Contract                                   HTML    367K 
 3: EX-10.2     Material Contract                                   HTML     28K 
 4: EX-10.3     Material Contract                                   HTML     28K 
 5: EX-10.4     Material Contract                                   HTML     48K 
 6: EX-31.1     Certification -- §302 - SOA'02                      HTML     28K 
 7: EX-31.2     Certification -- §302 - SOA'02                      HTML     28K 
 8: EX-32.1     Certification -- §906 - SOA'02                      HTML     22K 
 9: EX-32.2     Certification -- §906 - SOA'02                      HTML     22K 
16: R1          Document and Entity Information                     HTML     42K 
17: R2          Condensed consolidated balance sheets (Unaudited)   HTML    108K 
18: R3          Condensed consolidated balance sheets (Unaudited)   HTML     41K 
                (Parenthetical)                                                  
19: R4          Condensed consolidated statements of operations     HTML    105K 
                and comprehensive income (Unaudited)                             
20: R5          Condensed consolidated statements of cash flows     HTML    102K 
                (Unaudited)                                                      
21: R6          Summary of business and significant accounting      HTML    113K 
                policies                                                         
22: R7          Net income per share                                HTML     59K 
23: R8          Cash, cash equivalents and marketable securities    HTML     64K 
24: R9          Property and equipment                              HTML     36K 
25: R10         Intangible assets and goodwill                      HTML     43K 
26: R11         Commitments and contingencies                       HTML     47K 
27: R12         Indebtedness                                        HTML     27K 
28: R13         Income taxes                                        HTML     34K 
29: R14         Stock-based compensation                            HTML    152K 
30: R15         Fair value                                          HTML     44K 
31: R16         Summary of business and significant accounting      HTML    129K 
                policies (Policies)                                              
32: R17         Summary of business and significant accounting      HTML     76K 
                policies (Tables)                                                
33: R18         Net income per share (Tables)                       HTML     57K 
34: R19         Cash, cash equivalents and marketable securities    HTML     63K 
                (Tables)                                                         
35: R20         Property and equipment (Tables)                     HTML     35K 
36: R21         Intangible assets and goodwill (Tables)             HTML     38K 
37: R22         Commitments and contingencies (Tables)              HTML     41K 
38: R23         Stock-based compensation (Tables)                   HTML    150K 
39: R24         Fair value (Tables)                                 HTML     40K 
40: R25         Summary of business and significant accounting      HTML     52K 
                policies (Narrative) (Details)                                   
41: R26         Summary of business and significant accounting      HTML     56K 
                policies (Adoption of New Accounting Pronouncement               
                - Balance Sheet Effects) (Details)                               
42: R27         Summary of business and significant accounting      HTML     41K 
                policies (Adoption of New Accounting                             
                Pronouncements - Statement of Operations Effects)                
                (Details)                                                        
43: R28         Net income per share (Details)                      HTML     52K 
44: R29         Cash, cash equivalents and marketable securities    HTML     50K 
                (Amortized Cost to Fair Value) (Details)                         
45: R30         Cash, cash equivalents and marketable securities    HTML     40K 
                (Contractual Maturity) (Details)                                 
46: R31         Cash, cash equivalents and marketable securities    HTML     21K 
                (Unrealized Losses) (Details)                                    
47: R32         Property and equipment (Schedule of property and    HTML     36K 
                equipment) (Details)                                             
48: R33         Property and equipment (Narrative) (Details)        HTML     22K 
49: R34         Intangible assets and goodwill (Narrative)          HTML     32K 
                (Details)                                                        
50: R35         Intangible assets and goodwill (Schedule of         HTML     36K 
                finite-lived intangible assets) (Details)                        
51: R36         Commitments and contingencies (Narrative)           HTML     25K 
                (Details)                                                        
52: R37         Commitments and contingencies (Future Minimum       HTML     47K 
                Rental) (Details)                                                
53: R38         Indebtedness (Details)                              HTML     47K 
54: R39         Income taxes (Details)                              HTML     37K 
55: R40         Stock-based compensation (Stock-based               HTML     33K 
                compensation) (Details)                                          
56: R41         Stock-based compensation (Stock-based Compensation  HTML     38K 
                Expense) (Details)                                               
57: R42         Stock-based compensation (Narrative) (Details)      HTML     63K 
58: R43         Stock-based compensation (Assumptions) (Details)    HTML     45K 
59: R44         Stock-based compensation (Stock option activity)    HTML     91K 
                (Details)                                                        
60: R45         Stock-based compensation (Restricted stock unity    HTML     51K 
                activity) (Details)                                              
61: R46         Fair value (Details)                                HTML     30K 
63: XML         IDEA XML File -- Filing Summary                      XML    108K 
62: EXCEL       IDEA Workbook of Financial Reports                  XLSX     63K 
10: EX-101.INS  XBRL Instance -- hqy-20181031                        XML   1.58M 
12: EX-101.CAL  XBRL Calculations -- hqy-20181031_cal                XML    170K 
13: EX-101.DEF  XBRL Definitions -- hqy-20181031_def                 XML    430K 
14: EX-101.LAB  XBRL Labels -- hqy-20181031_lab                      XML   1.14M 
15: EX-101.PRE  XBRL Presentations -- hqy-20181031_pre               XML    666K 
11: EX-101.SCH  XBRL Schema -- hqy-20181031                          XSD    103K 
64: ZIP         XBRL Zipped Folder -- 0001428336-18-000036-xbrl      Zip    168K

‘EX-10.3’ — Material Contract

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

<! C: C:

Exhibit

FOURTH AMENDMENT TO LEASE AGREEMENT

THIS FOURTH AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is entered into as of this [___] day of September, 2018 (the “Effective Date”), by and between BG SCENIC POINT OFFICE 2, L.C., a Utah limited liability company (the “Landlord”), and HEALTHEQUITY, INC., a Delaware corporation (the “Tenant”).

RECITALS:

A.Landlord and Tenant entered into that certain Lease Agreement dated May 15, 2015, which was amended by that certain First Amendment to Lease Agreement dated November 3, 2015, as amended by that certain Second Amendment to Lease Agreement dated September 16, 2016, and as further amended by that certain Third Amendment to Lease Agreement dated [effective January 1, 2018] (collectively, the “Original Lease”).

B. On or around the date hereof, Tenant is entering into a lease with BG Scenic Point Office 3, L.C., a Utah limited liability company (the “Adjacent Lease”).

C. As a condition to entering into the Adjacent Lease, Tenant and Landlord have agreed to enter into this Amendment to the Original Lease on the terms more specifically set forth herein.

AGREEMENT:

NOW, THEREFORE, for the foregoing purposes, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant agree as follows:

1. Recitals; Defined Terms. The Recitals set forth above are incorporated herein and into the Lease by reference. Capitalized terms used but not defined herein shall have their meanings set forth in the Lease.

2. Term; Basic Annual Rent. The initial term of the Original Lease is hereby extended to the date which is 130 months after the commencement date of the Adjacent Lease (the “Adjacent Lease Expiration Date”), so that the initial term of the Adjacent Lease and the Original Lease expire on the same date. The expiration of the initial Term of the Original Lease as extended pursuant to this paragraph is currently expected to be January 1, 2031. Once the Adjacent Lease Commencement Date has been established, Landlord and Tenant will enter into an amendment to the Original Lease setting for the actual expiration of the initial Term of the Original Lease. Landlord and Tenant acknowledge and agree that the Basic Annual Rent during the extension term above shall be as set forth in the Original Lease, subject to the annual increases at the Escalation Rate.

3. Additional Tenant Improvement Allowance. Landlord hereby shall provide Tenant an additional tenant improvement allowance to Tenant in the amount of $3.00 per usable square foot of the Leased Premises per each year the initial Term of the Lease is extended pursuant to Section 2 above (the “Additional Tenant Improvement Allowance”); provided, any partial years for which the initial Term is extended will be prorated over a twelve (12) month period for such partial calendar year. Assuming the initial Term is extended for three (3) years, the Additional Tenant Improvement Allowance would equal $613,026 (68,114 usable feet x $3.00 x 3 (years)). The Additional Tenant Improvement Allowance will be made available to Tenant for purposes of performing Alterations or additional Tenant Improvements to the Leased Premises or used interchangeably to offset construction costs for the premises described in the Adjacent Lease. Such Tenant Improvement Allowance shall be made available to Tenant on a work in progress basis and otherwise on the terms set forth in Exhibit “C” to the Original Lease (or to Tenant under the Adjacent Lease in accordance with the terms of Exhibit “C” to the Adjacent Lease).

4. Miscellaneous.

(a) Headings. The captions and headings of the various sections of this Amendment are for convenience only and are not to be construed as defining or as limiting in any way the scope or intent of the provisions hereof. Wherever the context requires or permits, the singular shall include the plural, the plural shall include the singular, and the masculine, feminine and neuter shall be freely interchangeable.

(b) Entire Amendment. This Amendment contains all amendments between the Landlord and Tenant with respect to the matters set forth herein, and no amendment not contained herein shall be recognized by Landlord and Tenant. In the event of any amendment or modification of this Amendment, the amendment or modification shall be in writing signed by Landlord and Tenant in order to be binding upon Landlord and Tenant. This Amendment is only for the benefit of Landlord and Tenant, and no third party shall be entitled to rely on the provisions of this Amendment. In the event of a conflict between the provisions of this Amendment and the Lease, the provisions of this Amendment shall control.

(c) Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed an original. An executed counterpart of this Amendment transmitted by facsimile shall be equally as effective as a manually executed counterpart.

(d) Authority. Each individual executing this Amendment does thereby represent and warrant to each other person so signing (and to each other entity for which such other person may be signing) that he or she has been duly authorized to deliver this Amendment in the capacity and for the entity set forth where she or he signs.

{Signature Page Follows}

IN WITNESS WHEREOF, Landlord and Tenant have executed this Amendment as of the date first above written.


LANDLORD:	BG SCENIC POINT OFFICE 2, L.C., a Utah limited liability company, by its manager

The Boyer Company, L.C., a Utah limited liability company


By:	_______________________ Name: Title: Manager


TENANT:	HEALTHEQUITY, INC., a Delaware corporation

By:

Its:

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-Q’ Filing	Date	Other Filings

	1/1/31
Filed on:	12/6/18
For Period end:	10/31/18
	1/1/18
	9/16/16	8-K
	11/3/15
	5/15/15	8-K
		List all Filings

4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/22/24  HealthEquity, Inc.                10-K        1/31/24   86:10M
 3/30/23  HealthEquity, Inc.                10-K        1/31/23   81:8.9M
 3/31/22  HealthEquity, Inc.                10-K        1/31/22   88:10M
 3/31/21  HealthEquity, Inc.                10-K        1/31/21   80:9.2M

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Filing Submission 0001428336-18-000036 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)