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) |
HEALTHEQUITY, INC. | |||
Date: March 18, 2019 | By: | /s/ Darcy Mott | |
Name: | Darcy Mott | ||
Title: | Executive Vice President and Chief Financial Officer |
• | Revenue of $287.2 million, an increase of 25% compared to FY18. |
• | Net income of $73.9 million, an increase of 56% compared to FY18. |
• | Net income per diluted share of $1.17, compared to $0.77 in FY18. |
• | Non-GAAP net income per diluted share of $1.19 compared to $0.68 in FY18. |
• | Adjusted EBITDA of $118.4 million, an increase of 40% compared to FY18. |
• | HSA Members of 4.0 million, an increase of 17% compared to FY18. |
• | Total Custodial Assets of $8.1 billion, an increase of 19% compared to FY18. |
• | Revenue of $75.8 million, an increase of 25% compared to Q4 FY18. |
• | Net income of $13.1 million, an increase of 122% compared to Q4 FY18. |
• | Net income per diluted share of $0.21, compared to $0.09 in Q4 FY18. |
• | Non-GAAP net income per diluted share of $0.27 compared to $0.11 in Q4 FY18. |
• | Adjusted EBITDA of $27.3 million, an increase of 60% compared to Q4 FY18. |
• | Service revenue of $100.6 million, an increase of 10% compared to FY18. |
• | Custodial revenue of $126.2 million, an increase of 45% compared to FY18. |
• | Interchange revenue of $60.5 million, an increase of 19% compared to FY18. |
• | Service revenue of $25.8 million, an increase of 10% compared to Q4 FY18. |
• | Custodial revenue of $35.5 million, an increase of 45% compared to Q4 FY18. |
• | Interchange revenue of $14.5 million, an increase of 15% compared to Q4 FY18. |
• | Custodial Cash Assets of $6.4 billion, an increase of 17% compared to January 31, 2018; and |
• | Custodial Investment Assets of $1.7 billion, an increase of 30% compared to January 31, 2018. |
• | 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; |
• | 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 successfully identify, acquire and integrate additional portfolio purchases or acquisition targets; |
• | 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) | January 31, 2019 | January 31, 2018 | |||||
Assets | |||||||
Current assets | |||||||
Cash and cash equivalents | $ | 361,475 | $ | 199,472 | |||
Marketable securities, at fair value | — | 40,797 | |||||
Total cash, cash equivalents and marketable securities | 361,475 | 240,269 | |||||
Accounts receivable, net of allowance for doubtful accounts of $125 and $208 as of January 31, 2019 and 2018, respectively | 25,668 | 21,602 | |||||
Inventories | — | — | |||||
Other current assets | 7,534 | 3,525 | |||||
Total current assets | 394,677 | 265,396 | |||||
Property and equipment, net | 8,223 | 7,836 | |||||
Intangible assets, net | 79,666 | 83,635 | |||||
Goodwill | 4,651 | 4,651 | |||||
Deferred tax asset | 1,677 | 5,461 | |||||
Other assets | 21,122 | 2,180 | |||||
Total assets | $ | 510,016 | $ | 369,159 | |||
Liabilities and stockholders’ equity | |||||||
Current liabilities | |||||||
Accounts payable | $ | 3,520 | $ | 2,420 | |||
Accrued compensation | 16,981 | 12,549 | |||||
Accrued liabilities | 8,552 | 5,521 | |||||
Total current liabilities | 29,053 | 20,490 | |||||
Long-term liabilities | |||||||
Other long-term liabilities | 2,968 | 2,395 | |||||
Deferred tax liability | 916 | — | |||||
Total long-term liabilities | 3,884 | 2,395 | |||||
Total liabilities | 32,937 | 22,885 | |||||
Commitments and contingencies | |||||||
Stockholders’ equity | |||||||
Preferred stock, $0.0001 par value, 100,000 shares authorized, no shares issued and outstanding as of January 31, 2019 and 2018 | — | — | |||||
Common stock, $0.0001 par value, 900,000 shares authorized, 62,446 and 60,825 shares issued and outstanding as of January 31, 2019 and 2018, respectively | 6 | 6 | |||||
Additional paid-in capital | 305,223 | 261,237 | |||||
Accumulated other comprehensive loss, net | — | (269 | ) | ||||
Accumulated earnings | 171,850 | 85,300 | |||||
Total stockholders’ equity | 477,079 | 346,274 | |||||
Total liabilities and stockholders’ equity | $ | 510,016 | $ | 369,159 |
(in thousands, except per share data) | Three months ended January 31, | Year ended January 31, | |||||||||||||
2019 | 2018 | 2019 | 2018 | ||||||||||||
Revenue | |||||||||||||||
Service revenue | $ | 25,767 | $ | 23,361 | $ | 100,564 | $ | 91,619 | |||||||
Custodial revenue | 35,465 | 24,451 | 126,178 | 87,160 | |||||||||||
Interchange revenue | 14,545 | 12,624 | 60,501 | 50,746 | |||||||||||
Total revenue | 75,777 | 60,436 | 287,243 | 229,525 | |||||||||||
Cost of revenue | |||||||||||||||
Service costs | 24,050 | 22,602 | 76,858 | 70,426 | |||||||||||
Custodial costs | 3,632 | 3,030 | 14,124 | 11,400 | |||||||||||
Interchange costs | 3,650 | 3,158 | 15,068 | 12,783 | |||||||||||
Total cost of revenue | 31,332 | 28,790 | 106,050 | 94,609 | |||||||||||
Gross profit | 44,445 | 31,646 | 181,193 | 134,916 | |||||||||||
Operating expenses | |||||||||||||||
Sales and marketing | 7,893 | 7,432 | 29,498 | 23,139 | |||||||||||
Technology and development | 10,002 | 7,480 | 35,057 | 27,385 | |||||||||||
General and administrative | 8,478 | 6,757 | 33,039 | 25,111 | |||||||||||
Amortization of acquired intangible assets | 1,491 | 1,543 | 5,929 | 4,863 | |||||||||||
Total operating expenses | 27,864 | 23,212 | 103,523 | 80,498 | |||||||||||
Income from operations | 16,581 | 8,434 | 77,670 | 54,418 | |||||||||||
Other expense | |||||||||||||||
Other expense, net | (221 | ) | (1,706 | ) | (1,852 | ) | (2,229 | ) | |||||||
Total other expense | (221 | ) | (1,706 | ) | (1,852 | ) | (2,229 | ) | |||||||
Income before income taxes | 16,360 | 6,728 | 75,818 | 52,189 | |||||||||||
Income tax provision | 3,241 | 823 | 1,919 | 4,827 | |||||||||||
Net income | $ | 13,119 | $ | 5,905 | $ | 73,899 | $ | 47,362 | |||||||
Net income per share: | |||||||||||||||
Basic | $ | 0.21 | $ | 0.10 | $ | 1.20 | $ | 0.79 | |||||||
Diluted | $ | 0.21 | $ | 0.09 | $ | 1.17 | $ | 0.77 | |||||||
Weighted-average number of shares used in computing net income per share: | |||||||||||||||
Basic | 62,183 | 60,730 | 61,836 | 60,304 | |||||||||||
Diluted | 63,724 | 62,291 | 63,370 | 61,854 | |||||||||||
Comprehensive income: | |||||||||||||||
Net income | $ | 13,119 | $ | 5,905 | $ | 73,899 | $ | 47,362 | |||||||
Other comprehensive loss: | |||||||||||||||
Unrealized loss on available-for-sale marketable securities, net of tax | — | (36 | ) | — | (59 | ) | |||||||||
Comprehensive income | $ | 13,119 | $ | 5,869 | $ | 73,899 | $ | 47,303 |
Year ended January 31, | |||||||||||
(in thousands) | 2019 | 2018 | 2017 | ||||||||
Cash flows from operating activities: | |||||||||||
Net income | $ | 73,899 | $ | 47,362 | $ | 26,376 | |||||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
Depreciation and amortization | 18,185 | 15,952 | 13,186 | ||||||||
Deferred taxes | 408 | 4,306 | (2,891 | ) | |||||||
Stock-based compensation | 21,057 | 14,310 | 8,398 | ||||||||
Bad debt expense | 240 | 133 | 35 | ||||||||
Loss on disposal of software development costs and other | 933 | 464 | 96 | ||||||||
Changes in operating assets and liabilities: | |||||||||||
Accounts receivable | (4,306 | ) | (4,734 | ) | (2,728 | ) | |||||
Other assets | (5,893 | ) | (760 | ) | (1,343 | ) | |||||
Accounts payable | 863 | (581 | ) | 567 | |||||||
Accrued compensation | 4,432 | 3,827 | 946 | ||||||||
Accrued liabilities | 3,031 | 484 | 1,729 | ||||||||
Other long-term liabilities | 573 | 939 | 1,220 | ||||||||
Net cash provided by operating activities | 113,422 | 81,702 | 45,591 | ||||||||
Cash flows from investing activities: | |||||||||||
Purchase of marketable securities | (728 | ) | (483 | ) | (379 | ) | |||||
Purchase of property and equipment | (3,869 | ) | (5,458 | ) | (3,645 | ) | |||||
Purchase of software and capitalized software development costs | (9,978 | ) | (10,380 | ) | (9,030 | ) | |||||
Acquisition of intangible member assets | (1,195 | ) | (17,545 | ) | — | ||||||
Acquisition of a business | — | (2,882 | ) | — | |||||||
Proceeds from sale of marketable securities | 41,422 | — | — | ||||||||
Net cash provided by (used in) investing activities | 25,652 | (36,748 | ) | (13,054 | ) | ||||||
Cash flows from financing activities: | |||||||||||
Proceeds from exercise of common stock options | 22,929 | 14,564 | 7,142 | ||||||||
Tax benefit from exercise of common stock options | — | — | 16,634 | ||||||||
Net cash provided by financing activities | 22,929 | 14,564 | 23,776 | ||||||||
Increase in cash and cash equivalents | 162,003 | 59,518 | 56,313 | ||||||||
Beginning cash and cash equivalents | 199,472 | 139,954 | 83,641 | ||||||||
Ending cash and cash equivalents | $ | 361,475 | $ | 199,472 | $ | 139,954 |
Three months ended January 31, | Year ended January 31, | ||||||||||||||
(in thousands) | 2019 | 2018 | 2019 | 2018 | |||||||||||
Cost of revenue | $ | 829 | $ | 691 | $ | 2,837 | $ | 2,594 | |||||||
Sales and marketing | 950 | 627 | 3,536 | 2,030 | |||||||||||
Technology and development | 1,440 | 953 | 5,117 | 3,318 | |||||||||||
General and administrative | 2,377 | 1,571 | 9,567 | 6,368 | |||||||||||
Total stock-based compensation expense | $ | 5,596 | $ | 3,842 | $ | 21,057 | $ | 14,310 |
% change from | % change from | ||||||||||||||
(in thousands, except percentages) | January 31, 2019 | January 31, 2018 | January 31, 2017 | 2018 to 2019 | 2017 to 2018 | ||||||||||
HSA Members | 3,994 | 3,403 | 2,746 | 17 | % | 24 | % | ||||||||
Average HSA Members - Year-to-date | 3,608 | 2,952 | 2,339 | 22 | % | 26 | % | ||||||||
Average HSA Members - Quarter-to-date | 3,813 | 3,189 | 2,519 | 20 | % | 27 | % | ||||||||
New HSA Members - Year-to-date | 679 | 723 | 703 | (6 | )% | 3 | % | ||||||||
New HSA Members - Quarter-to-date | 341 | 404 | 422 | (16 | )% | (4 | )% | ||||||||
Active HSA Members | 3,241 | 2,863 | 2,378 | 13 | % | 20 | % | ||||||||
HSA Members with investments | 163 | 122 | 66 | 34 | % | 85 | % |
% change from | % change from | |||||||||||||||||
(in millions, except percentages) | January 31, 2019 | January 31, 2018 | January 31, 2017 | 2018 to 2019 | 2017 to 2018 | |||||||||||||
Custodial cash | $ | 6,428 | $ | 5,489 | $ | 4,380 | 17 | % | 25 | % | ||||||||
Custodial investments | 1,670 | 1,289 | 659 | 30 | % | 96 | % | |||||||||||
Total custodial assets | $ | 8,098 | $ | 6,778 | $ | 5,039 | 19 | % | 35 | % | ||||||||
Average daily custodial cash - Year-to-date | $ | 5,586 | $ | 4,571 | $ | 3,661 | 22 | % | 25 | % | ||||||||
Average daily custodial cash - Quarter-to-date | $ | 5,837 | $ | 4,876 | $ | 3,855 | 20 | % | 27 | % |
Three months ended January 31, | Year ended January 31, | |||||||||||||||
(in thousands) | 2019 | 2018 | 2019 | 2018 | ||||||||||||
Net income | $ | 13,119 | $ | 5,905 | $ | 73,899 | $ | 47,362 | ||||||||
Interest income | (1,027 | ) | (213 | ) | (1,946 | ) | (734 | ) | ||||||||
Interest expense | 66 | 69 | 270 | 274 | ||||||||||||
Income tax provision | 3,241 | 823 | 1,919 | 4,827 | ||||||||||||
Depreciation and amortization | 3,196 | 3,267 | 12,256 | 11,089 | ||||||||||||
Amortization of acquired intangible assets | 1,491 | 1,543 | 5,929 | 4,863 | ||||||||||||
Stock-based compensation expense | 5,596 | 3,842 | 21,057 | 14,310 | ||||||||||||
Other (1) | 1,606 | 1,850 | 4,998 | 2,689 | ||||||||||||
Adjusted EBITDA | $ | 27,288 | $ | 17,086 | $ | 118,382 | $ | 84,680 |
(1) | For the three months ended January 31, 2019 and 2018, Other consisted of non-income based taxes of $153 and $136, acquisition-related costs of $1,047 and $1,714, amortization of incremental costs to obtain a contract of $425 and $0, and other costs of ($19) and $0, respectively. For the years ended January 31, 2019 and 2018, Other consisted of non-income based taxes of $487 and $439 acquisition-related costs of $2,121 and $2,197, amortization of incremental costs to obtain a contract of $1,470 and $0, loss on disposal of previously capitalized software development of $676 and $0, and other costs of $244 and $53, respectively. |
Outlook for the year ending | |
(in millions) | January 31, 2020 |
Net income | $58 - 62 |
Income tax provision | 18 - 19 |
Depreciation and amortization | ~ 18 |
Amortization of acquired intangible assets | ~ 6 |
Stock-based compensation expense | ~ 29 |
Other | ~ 4 |
Adjusted EBITDA | $133 - 138 |
Three months ended | Year ended | Outlook for the year ending | ||||
(in millions, except per share data) | January 31, 2019 | January 31, 2019 | January 31, 2020 | |||
Net income | $13 | $74 | $58 - $62 | |||
Stock compensation, net of tax (1) | 4 | 16 | ~ 22 | |||
Excess tax benefit due to adoption of ASU 2016-09 | — | (14 | ) | ~ (0) | ||
Non-GAAP net income | $17 | $76 | $80 - $84 | |||
Diluted weighted-average shares used in computing GAAP and Non-GAAP per share amounts | 64 | 63 | 65 | |||
Non-GAAP net income per diluted share (2) | $0.27 | $1.19 | $1.23 - $1.29 |
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 | 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, stock-based compensation expense, and other certain non-operating items. |
Non-GAAP net income | Calculated by adding back to net income all non-cash stock-based compensation expense, net of an estimated statutory tax rate, and the impact of excess tax benefits due to the adoption of ASU 2016-09. |
Non-GAAP net income per diluted share | Calculated by dividing non-GAAP net income by diluted weighted-average shares outstanding. |