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Table of Contents
Pandora Media, Inc.
Notes to Consolidated Financial Statements - Continued
The Company files income tax returns in the United States, California and other states. Tax years 2000 to 2011 remain subject to examination for U.S.
federal and state purposes. All net operating losses and tax credits generated to date are subject to adjustment for U.S. federal and state purposes. The
Company is not currently under examination in federal or state jurisdictions.
7. Debt Instruments
In December 2008, the Company entered into a credit facility with a financial institution. The amount of borrowings available under the credit facility
was based on the Company's monthly accounts receivable balance and amounts borrowed were collateralized by the Company's personal property. As of
January 31, 2011 the interest rate was 4.5% and the Company's outstanding balance under the credit facility was $6.0 million. On May 13, 2011, the credit
facility was paid in full and terminated.
In September 2009, the Company entered into a $2.0 million equipment financing line with a financial institution. As of January 31, 2011 the Company
had drawn $1.6 million on the equipment financing line, with the latest draw maturing in September 2013. On May 13, 2011, the equipment financing line
was paid in full and terminated.
On May 13, 2011, the Company entered into a $30 million credit facility with a syndicate of financial institutions. The amount of borrowings available
under the credit facility at any time is based on the Company's monthly accounts receivable balance at such time, and the amounts borrowed are collateralized
by the Company's personal property (including such accounts receivable but excluding intellectual property). At the option of the Company, drawn amounts
under the credit facility will bear an interest rate of either (i) an adjusted London Interbank offered, or LIBO, rate plus (A) 3.00% (if the debt outstanding is
greater than or equal to $15 million) or (B) 2.75% (if the debt outstanding is less than $15 million) or (ii) an alternate base rate plus (x) 2.00% (if the debt
outstanding is greater than or equal to $15 million) or (y) 1.75% (if the debt outstanding is less than $15 million). The adjusted LIBO rate is the LIBO rate for
a particular interest period multiplied by the statutory reserve rate. The alternate base rate is the greatest of the prime rate, the federal funds effective rate plus
0.5% and the adjusted LIBO rate plus 1%. In addition, the Company pays a non-usage charge on the available balance. The non-usage charge is 0.5% if the
debt outstanding is greater than or equal to $15 million and .625% if the debt outstanding is less than $15 million. Under the credit facility, the Company can
request up to $5 million in letters of credit be issued by the financial institutions. The annual charge for any outstanding letters of credit is 2.75% (if the debt/
letters of credit outstanding is less than $15 million) or 3.00% (if the debt/letters of credit outstanding is greater than or equal to $15 million).
As of January 31, 2012, the Company had $520,000 in letters of credit outstanding and had $29.48 million of available borrowing capacity under the
credit facility. The credit facility contains customary events of default, conditions to borrowing and covenants, including restrictions on the Company's ability
to dispose of assets, make acquisitions, incur debt, incur liens and make distributions to stockholders. The credit facility also includes a financial covenant
requiring the maintenance of minimum liquidity of at least $5 million. During the continuance of an event of a default, the lenders may accelerate amounts
outstanding, terminate the credit facility and foreclose on all collateral.
On December 30, 2011, the Company entered into a cash collateral agreement in connection with the issuance of letters of credit which were used to
satisfy deposit requirements under facility leases. As of January 31, 2012, the $520,000 cash collateral was considered to be restricted cash. The amount is
included in other assets on the Company's balance sheet.
Total debt issuance costs associated with the credit facility were $1.0 million, which are being amortized as interest expense over the four-year term of
the credit facility agreement. For the fiscal years ended January 31, 2010, 2011 and 2012, $0 million, $0 million and $0.2 million, respectively of debt
issuance costs were amortized and included in interest expense.
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