Form 8-K |
HEALTHEQUITY, INC. | ||
Delaware | 7389 | 52-2383166 | ||
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common stock, par value $0.0001 per share | HQY | The NASDAQ Global Select Market |
HEALTHEQUITY, INC. | |||
Date: September 3, 2019 | By: | /s/ Darcy Mott | |
Name: | Darcy Mott | ||
Title: | Executive Vice President and Chief Financial Officer |
• | Revenue of $86.6 million, an increase of 22% compared to Q2 FY19. |
• | Net income of $19.4 million, a decrease of 14% compared to $22.5 million in Q2 FY19. |
• | Net income per diluted share of $0.30 compared to $0.36 in Q2 FY19. |
• | Non-GAAP net income per diluted share of $0.45 compared to $0.36 in Q2 FY19. |
• | Adjusted EBITDA of $40.6 million, an increase of 28% compared to Q2 FY19. |
• | HSA Members of 4.2 million, an increase of 16% compared to Q2 FY19. |
• | Total Custodial Assets of $8.5 billion, an increase of 21% compared to Q2 FY19. |
• | Service revenue of $26.3 million, an increase of 5% compared to Q2 FY19. |
• | Custodial revenue of $43.6 million, an increase of 42% compared to Q2 FY19. |
• | Interchange revenue of $16.7 million, an increase of 8% compared to Q2 FY19. |
• | Custodial Cash Assets of $6.5 billion, an increase of 17% compared to July 31, 2018; and |
• | Custodial Investment Assets of $2.1 billion, an increase of 38% compared to July 31, 2018. |
• | Adjusted EBITDA is adjusted earnings before interest, taxes, depreciation and amortization, amortization of acquired intangible assets, stock-based compensation expense, integration and acquisition-related costs, unrealized gains and losses on marketable equity securities, and other certain non-operating items. |
• | Non-GAAP net income is calculated by adding back to GAAP net income amortization of acquired intangible assets, stock-based compensation expense, and integration and acquisition-related costs, net of an estimated statutory tax rate, subtracting the excess tax benefits due to the adoption of ASU 2016-09, and adjusting for unrealized gains and losses on marketable equity securities, net of an estimated statutory tax rate. |
• | Non-GAAP net income per diluted share is calculated by dividing non-GAAP net income by diluted weighted-average shares outstanding. |
• | our ability to realize the anticipated financial and other benefits from combining the operations of WageWorks with our business in an efficient and effective manner; |
• | our ability to compete effectively in a rapidly evolving healthcare industry; |
• | our dependence on the continued availability and benefits of tax-advantaged health savings accounts; |
• | our ability to successfully identify, acquire and integrate additional portfolio purchases or acquisition targets; |
• | the significant competition we face and may face in the future, including from those with greater resources than us; |
• | our reliance on the availability and performance of our technology and communications systems; |
• | recent and potential future cybersecurity breaches of our technology and communications systems and other data interruptions, including resulting costs and liabilities, reputational damage and loss of business; |
• | the current uncertain healthcare environment, including changes in healthcare programs and expenditures and related regulations; |
• | our ability to comply with current and future privacy, healthcare, tax, investment advisor and other laws applicable to our business; |
• | our reliance on partners and third party vendors for distribution and important services; |
• | our ability to develop and implement updated features for our technology and communications systems and successfully manage our growth; |
• | our ability to protect our brand and other intellectual property rights; and |
• | our reliance on our management team and key team members. |
(in thousands, except par value) | July 31, 2019 | January 31, 2019 | |||||
(unaudited) | |||||||
Assets | |||||||
Current assets | |||||||
Cash and cash equivalents | $ | 815,160 | $ | 361,475 | |||
Accounts receivable, net of allowance for doubtful accounts as of July 31, 2019 and January 31, 2019 of $105 and $125, respectively | 27,357 | 25,668 | |||||
Other current assets | 10,999 | 7,534 | |||||
Total current assets | 853,516 | 394,677 | |||||
Other investments | 81,839 | 709 | |||||
Property and equipment, net | 9,873 | 8,223 | |||||
Operating lease right-of-use assets | 36,716 | — | |||||
Intangible assets, net | 88,768 | 79,666 | |||||
Goodwill | 4,651 | 4,651 | |||||
Deferred tax asset | 666 | 1,677 | |||||
Other assets | 22,311 | 20,413 | |||||
Total assets | $ | 1,098,340 | $ | 510,016 | |||
Liabilities and stockholders’ equity | |||||||
Current liabilities | |||||||
Accounts payable | $ | 2,740 | $ | 3,520 | |||
Accrued compensation | 11,055 | 16,981 | |||||
Accrued liabilities | 19,392 | 8,552 | |||||
Operating lease liabilities | 3,954 | — | |||||
Total current liabilities | 37,141 | 29,053 | |||||
Operating lease liabilities, non-current | 35,660 | — | |||||
Deferred tax liability | 7,773 | 916 | |||||
Other long-term liabilities | 735 | 2,968 | |||||
Total liabilities | 81,309 | 32,937 | |||||
Commitments and contingencies | |||||||
Stockholders’ equity | |||||||
Preferred stock, $0.0001 par value, 100,000 shares authorized, no shares issued and outstanding as of July 31, 2019 and January 31, 2019, respectively | — | — | |||||
Common stock, $0.0001 par value, 900,000 shares authorized, 70,603 and 62,446 shares issued and outstanding as of July 31, 2019 and January 31, 2019, respectively | 7 | 6 | |||||
Additional paid-in capital | 783,986 | 305,223 | |||||
Accumulated earnings | 233,038 | 171,850 | |||||
Total stockholders’ equity | 1,017,031 | 477,079 | |||||
Total liabilities and stockholders’ equity | $ | 1,098,340 | $ | 510,016 |
(in thousands, except per share data) | Three months ended July 31, | Six months ended July 31, | |||||||||||||
2019 | 2018 | 2019 | 2018 | ||||||||||||
Revenue: | |||||||||||||||
Service revenue | $ | 26,282 | $ | 24,935 | $ | 53,090 | $ | 49,756 | |||||||
Custodial revenue | 43,614 | 30,715 | 85,566 | 59,149 | |||||||||||
Interchange revenue | 16,727 | 15,417 | 35,019 | 32,066 | |||||||||||
Total revenue | 86,623 | 71,067 | 173,675 | 140,971 | |||||||||||
Cost of revenue: | |||||||||||||||
Service costs | 19,745 | 17,199 | 40,394 | 35,246 | |||||||||||
Custodial costs | 4,209 | 3,502 | 8,332 | 6,941 | |||||||||||
Interchange costs | 4,229 | 3,791 | 8,756 | 7,853 | |||||||||||
Total cost of revenue | 28,183 | 24,492 | 57,482 | 50,040 | |||||||||||
Gross profit | 58,440 | 46,575 | 116,193 | 90,931 | |||||||||||
Operating expenses: | |||||||||||||||
Sales and marketing | 8,391 | 7,243 | 17,361 | 14,103 | |||||||||||
Technology and development | 11,645 | 8,398 | 22,550 | 16,377 | |||||||||||
General and administrative | 9,262 | 7,893 | 17,971 | 15,400 | |||||||||||
Integration | 2,784 | — | 2,784 | — | |||||||||||
Amortization of acquired intangible assets | 1,494 | 1,478 | 2,985 | 2,948 | |||||||||||
Total operating expenses | 33,576 | 25,012 | 63,651 | 48,828 | |||||||||||
Income from operations | 24,864 | 21,563 | 52,542 | 42,103 | |||||||||||
Other income (expense), net | (1,128 | ) | (75 | ) | 22,472 | (76 | ) | ||||||||
Income before income taxes | 23,736 | 21,488 | 75,014 | 42,027 | |||||||||||
Income tax provision (benefit) | 4,370 | (1,029 | ) | 13,826 | (3,067 | ) | |||||||||
Net income and comprehensive income | $ | 19,366 | $ | 22,517 | $ | 61,188 | $ | 45,094 | |||||||
Net income per share: | |||||||||||||||
Basic | $ | 0.30 | $ | 0.36 | $ | 0.97 | $ | 0.73 | |||||||
Diluted | $ | 0.30 | $ | 0.36 | $ | 0.94 | $ | 0.72 | |||||||
Weighted-average number of shares used in computing net income per share: | |||||||||||||||
Basic | 64,220 | 61,880 | 63,289 | 61,531 | |||||||||||
Diluted | 65,583 | 63,397 | 64,785 | 63,060 |
Six months ended July 31, | |||||||
(in thousands) | 2019 | 2018 | |||||
Cash flows from operating activities: | |||||||
Net income | $ | 61,188 | $ | 45,094 | |||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||
Depreciation and amortization | 9,722 | 8,916 | |||||
Unrealized (gains) losses on marketable equity securities and other | (27,180 | ) | 86 | ||||
Deferred taxes | 7,868 | 2,351 | |||||
Stock-based compensation | 13,618 | 9,727 | |||||
Changes in operating assets and liabilities: | |||||||
Accounts receivable | (1,689 | ) | (3,304 | ) | |||
Other assets | (5,036 | ) | (6,921 | ) | |||
Operating lease right-of-use assets | 1,286 | — | |||||
Accounts payable | (1,083 | ) | (837 | ) | |||
Accrued compensation | (5,926 | ) | (2,826 | ) | |||
Accrued liabilities and other current liabilities | 4,942 | 56 | |||||
Operating lease liabilities, non-current | (1,210 | ) | — | ||||
Other long-term liabilities | 331 | 298 | |||||
Net cash provided by operating activities | 56,831 | 52,640 | |||||
Cash flows from investing activities: | |||||||
Purchases of intangible member assets | (1,736 | ) | (1,014 | ) | |||
Purchases of marketable equity securities and other | (53,845 | ) | (368 | ) | |||
Purchases of property and equipment | (3,492 | ) | (2,690 | ) | |||
Purchases of software and capitalized software development costs | (9,518 | ) | (4,701 | ) | |||
Net cash used in investing activities | (68,591 | ) | (8,773 | ) | |||
Cash flows from financing activities: | |||||||
Proceeds from follow-on equity offering, net of payments for offering costs | 458,881 | — | |||||
Proceeds from exercise of common stock options | 6,564 | 18,469 | |||||
Net cash provided by financing activities | 465,445 | 18,469 | |||||
Increase in cash and cash equivalents | 453,685 | 62,336 | |||||
Beginning cash and cash equivalents | 361,475 | 199,472 | |||||
Ending cash and cash equivalents | $ | 815,160 | $ | 261,808 | |||
Supplemental cash flow data: | |||||||
Interest expense paid in cash | $ | 101 | $ | 101 | |||
Income taxes paid in cash, net of refunds received | 9,119 | 554 | |||||
Supplemental disclosures of non-cash investing and financing activities: | |||||||
Purchases of property and equipment included in accounts payable or accrued liabilities at period end | $ | 3 | $ | 14 | |||
Purchases of software and capitalized software development costs included in accounts payable or accrued liabilities at period end | 487 | 175 | |||||
Purchases of intangible member assets accrued during the period | 6,500 | 181 | |||||
Exercise of common stock options receivable | 87 | 135 | |||||
Follow-on equity offering costs accrued during the period | 386 | — | |||||
Debt issuance costs accrued during the period | 345 | — |
Three months ended July 31, | Six months ended July 31, | |||||||||||||||
(in thousands) | 2019 | 2018 | 2019 | 2018 | ||||||||||||
Cost of revenue | $ | 1,010 | $ | 807 | $ | 1,869 | $ | 1,220 | ||||||||
Sales and marketing | 1,158 | 891 | 2,166 | 1,596 | ||||||||||||
Technology and development | 1,930 | 1,300 | 3,429 | 2,291 | ||||||||||||
General and administrative | 3,492 | 2,490 | 6,154 | 4,620 | ||||||||||||
Total stock-based compensation expense | $ | 7,590 | $ | 5,488 | $ | 13,618 | $ | 9,727 |
(in thousands, except percentages) | July 31, 2019 | July 31, 2018 | % Change | January 31, 2019 | ||||||||
HSA Members | 4,163 | 3,574 | 16 | % | 3,994 | |||||||
Average HSA Members - Year-to-date | 4,073 | 3,488 | 17 | % | 3,608 | |||||||
Average HSA Members - Quarter-to-date | 4,119 | 3,533 | 17 | % | 3,813 | |||||||
New HSA Members - Year-to-date | 215 | 219 | (2 | )% | 679 | |||||||
New HSA Members - Quarter-to-date | 126 | 121 | 4 | % | 341 | |||||||
Active HSA Members | 3,300 | 2,933 | 13 | % | 3,241 | |||||||
HSA Members with investments | 187 | 143 | 31 | % | 163 |
(in millions, except percentages) | July 31, 2019 | July 31, 2018 | % Change | January 31, 2019 | |||||||||||
Custodial cash | $ | 6,460 | $ | 5,537 | 17 | % | $ | 6,428 | |||||||
Custodial investments | 2,056 | 1,494 | 38 | % | 1,670 | ||||||||||
Total custodial assets | $ | 8,516 | $ | 7,031 | 21 | % | $ | 8,098 | |||||||
Average daily custodial cash - Year-to-date | $ | 6,404 | $ | 5,478 | 17 | % | $ | 5,586 | |||||||
Average daily custodial cash - Quarter-to-date | $ | 6,402 | $ | 5,489 | 17 | % | $ | 5,837 |
Three months ended July 31, | Six months ended July 31, | |||||||||||||||
(in thousands) | 2019 | 2018 | 2019 | 2018 | ||||||||||||
Net income | $ | 19,366 | $ | 22,517 | $ | 61,188 | $ | 45,094 | ||||||||
Interest income | (1,884 | ) | (303 | ) | (3,227 | ) | (561 | ) | ||||||||
Interest expense | 67 | 69 | 130 | 136 | ||||||||||||
Income tax provision (benefit) | 4,370 | (1,029 | ) | 13,826 | (3,067 | ) | ||||||||||
Depreciation and amortization | 3,455 | 2,918 | 6,737 | 5,968 | ||||||||||||
Amortization of acquired intangible assets | 1,494 | 1,478 | 2,985 | 2,948 | ||||||||||||
Stock-based compensation expense | 7,590 | 5,488 | 13,618 | 9,727 | ||||||||||||
Integration-related costs | 2,784 | — | 2,784 | — | ||||||||||||
Acquisition-related costs | 6,596 | 224 | 7,780 | 225 | ||||||||||||
Unrealized gain on marketable equity securities | (3,774 | ) | — | (27,285 | ) | — | ||||||||||
Other (1) | 579 | 439 | 1,030 | 958 | ||||||||||||
Adjusted EBITDA | $ | 40,643 | $ | 31,801 | $ | 79,566 | $ | 61,428 |
(1) | For the three months ended July 31, 2019 and 2018, Other consisted of non-income-based taxes of $108 and $116, other (income)/costs of $15 and $(32), and amortization of incremental costs to obtain a contract of $456 and $355, respectively. For the six months ended July 31, 2019 and 2018, Other consisted of non-income-based taxes of $121 and $220, other costs of $9 and $56, and amortization of incremental costs to obtain a contract of $900 and $682, respectively. |
Outlook for the year ending | |
(in millions) | January 31, 2020 |
Net income | $9 - $13 |
Interest expense | ~ 23 |
Income tax benefit | ~ (1) |
Depreciation and amortization | ~ 16 |
Amortization of acquired intangible assets | ~ 36 |
Stock-based compensation expense | ~ 28 |
Integration-related costs | ~ 29 |
Acquisition-related costs | ~ 27 |
Unrealized gain on marketable equity securities | ~ (28) |
Other | ~ (1) |
Adjusted EBITDA | $138 - $142 |
Three months ended | Six months ended | Outlook for the year ending | ||||||||
(in millions, except per share data) | July 31, 2019 | July 31, 2018 | July 31, 2019 | July 31, 2018 | January 31, 2020 | |||||
Net income | $19 | $22 | $61 | $45 | $9 - $13 | |||||
Amortization of acquired intangible assets, net of tax (1) | 1 | 1 | 3 | 3 | 27 | |||||
Stock-based compensation, net of tax (1) | 6 | 4 | 10 | 7 | 22 | |||||
Excess tax benefit due to adoption of ASU 2016-09 | (1 | ) | (5 | ) | (3 | ) | (12 | ) | (3 | ) |
Integration-related costs, net of tax (1) | 2 | - | 2 | - | 22 | |||||
Acquisition-related costs, net of tax (1) | 5 | - | 6 | - | 20 | |||||
Unrealized gain on marketable equity securities, net of tax (1) | (3 | ) | - | (21 | ) | - | (21 | ) | ||
Non-GAAP net income | $29 | $22 | $58 | $43 | $76 - $80 | |||||
Diluted weighted-average shares used in computing GAAP and Non-GAAP per share amounts | 66 | 63 | 65 | 63 | 69 | |||||
Non-GAAP net income per diluted share (2) | $0.45 | $0.36 | $0.89 | $0.68 | $1.10 - $1.16 |
Term | Definition |
HSA | A financial account through which consumers spend and save long-term for healthcare on a tax-advantaged basis. |
HSA Member | An HSA for which we serve as custodian. |
Active HSA Member | An HSA Member that (i) is associated with a Health Plan and Administrator Partner or an Employer Partner, in each case as of the end of the applicable period; or (ii) has held a custodial balance at any point during the previous twelve month period. |
Custodial cash assets | HSA Members' deposits with our federally-insured custodial depository partners and custodial cash deposits invested in an annuity contract with our insurance company partner. |
Custodial investments | HSA Members' investments in mutual funds through our custodial investment fund partner. |
Employer Partner | Our employer clients. |
Health Plan and Administrator Partner | Our Health Plan and Administrator clients. |
Adjusted EBITDA | Adjusted earnings before interest, taxes, depreciation and amortization, amortization of acquired intangible assets, stock-based compensation expense, unrealized gains and losses on marketable equity securities, acquisition and integration-related costs, and other certain non-operating items. |
Non-GAAP net income | Calculated by adding back to net income amortization of acquired intangible assets, stock-based compensation expense, and integration and acquisition-related costs, net of an estimated statutory tax rate, subtracting the excess tax benefits due to the adoption of ASU 2016-09, and adjusting for unrealized gains and losses on marketable equity securities, net of an estimated statutory tax rate. |
Non-GAAP net income per diluted share | Calculated by dividing non-GAAP net income by diluted weighted-average shares outstanding. |