Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


Form 8-K


CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

March 21, 2017

Commission File Number: 001-36568

 
 
 
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)

15 West Scenic Pointe Drive
Suite 100
Draper, Utah 84020
(801) 727-1000

(Address, including Zip Code, and Telephone Number, including Area Code, of Registrant’s Principal Executive Offices)

Not Applicable
(Former name or former address, if changed since last report)
 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Item 2.02    Results of Operations and Financial Condition
On March 21, 2017, HealthEquity, Inc. issued a press release announcing its financial results for its fourth quarter and year ended January 31, 2017. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
This information is intended to be furnished under Item 2.02 of Form 8-K, “Results of Operations and Financial Condition” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01    Financial Statements and Exhibits

(d) Exhibits

Exhibit No.    Description

99.1
Press release issued by HealthEquity, Inc. dated March 21, 2017, announcing financial results for its fourth quarter and year ended January 31, 2017.





SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
HEALTHEQUITY, INC.
Date: March 21, 2017
By:
 
/s/ Darcy Mott
 
Name:
 
Darcy Mott
 
Title:
 
Executive Vice President and Chief Financial Officer





EXHIBIT INDEX

 
 
 
Exhibit
no.
 
Description
99.1
 
Press release issued by HealthEquity, Inc. dated March 21, 2017, announcing financial results for its fourth quarter and year ended January 31, 2017.


Exhibit
HealthEquity Reports Fourth Quarter and Year Ended January 31, 2017 Financial Results
Highlights of the fiscal year include:
Revenue of $178.4 million, an increase of 41% compared to FY16.
Net income of $26.4 million, an increase of 59% compared to FY16.
Net income per diluted share of $0.44 compared to $0.28 in FY16.
Adjusted EBITDA of $62.8 million, an increase of 55% compared to FY16.
HSA Members of 2.7 million, an increase of 28% compared to FY16.
Total Custodial Assets of $5.0 billion, an increase of 37% compared to FY16.

Highlights of the fourth quarter include:
Revenue of $46.8 million, an increase of 30% compared to Q4 FY16.
Net income of $4.1 million, an increase of 30% compared to Q4 FY16.
Net income per diluted share of $0.07 compared to $0.05 in Q4 FY16.
Adjusted EBITDA of $11.8 million, an increase of 33% compared to Q4 FY16.
    
Draper, Utah – March 21, 2017 – HealthEquity, Inc. (NASDAQ: HQY) ("HealthEquity" or the "Company"), the nation's largest health savings account ("HSA") non-bank custodian, today announced financial results for its fourth quarter and year ended January 31, 2017.
“HealthEquity had another record setting year in fiscal year 2017 surpassing $5 billion in custodial assets and opening a record 668,000 new HSAs,” said Jon Kessler, President and CEO of HealthEquity. “Our 37% growth of custodial assets and 28% growth of HSAs led to greater market share and generated year-over-year revenue growth of 41% and Adjusted EBITDA growth of 55%. Adjusted EBITDA margins reached a record 35% of revenue as we continue to scale our proprietary platform and unique healthcare ecosystem. Building on our successful fiscal 2017, we are poised for another strong growth year in fiscal 2018.”
Dr. Steve Neeleman, Vice Chairman and Founder of HealthEquity, added, “With our commitment to remarkable ‘purple’ service combined with favorable tailwinds politically, and economically, and general market tides favoring HSAs, we are well-positioned to continue our efforts to outpace the market in helping build health savings for our members and driving down healthcare cost growth for our Network Partners.”
Full year financial results
For the year ended January 31, 2017, HealthEquity reported revenue of $178.4 million, an increase of 41% compared to $126.8 million for the year ended January 31, 2016. Revenue consisted of:
Service revenue of $77.3 million, an increase of 25% compared to FY16.
Custodial revenue of $59.6 million, an increase of 58% compared to FY16.
Interchange revenue of $41.5 million, an increase of 51% compared to FY16.

Net income was $26.4 million for the year ended January 31, 2017, compared to $16.6 million for the year ended January 31, 2016.
Net income per diluted share was $0.44 for the year ended January 31, 2017, compared to $0.28 for the year ended January 31, 2016.
Non-GAAP Adjusted EBITDA was $62.8 million for the year ended January 31, 2017, an increase of 55% compared to $40.6 million for the year ended January 31, 2016. Adjusted EBITDA was 35% of revenue for the year ended January 31, 2017, compared to 32% for the year ended January 31, 2016.




As of January 31, 2017, we had $180.4 million of cash, cash equivalents and marketable securities and no outstanding debt. This compares to $123.8 million in cash, cash equivalents and marketable securities and no outstanding debt as of January 31, 2016.
Fourth quarter financial results
For the fourth quarter ended January 31, 2017, HealthEquity reported revenue of $46.8 million, an increase of 30% compared to $35.9 million for the fourth quarter ended January 31, 2016. Revenue consisted of:
Service revenue of $20.6 million, an increase of 21% compared to Q4 FY16.
Custodial revenue of $16.0 million, an increase of 44% compared to Q4 FY16.
Interchange revenue of $10.1 million, an increase of 33% compared to Q4 FY16.

Net income was $4.1 million for the fourth quarter ended January 31, 2017, compared to $3.1 million for the fourth quarter ended January 31, 2016.
Net income per diluted share was $0.07 for the fourth quarter ended January 31, 2017, compared to $0.05 for the fourth quarter ended January 31, 2016.
Non-GAAP Adjusted EBITDA was $11.8 million for the fourth quarter ended January 31, 2017, an increase of 33% compared to $8.9 million for the fourth quarter ended January 31, 2016.
HSA Member and Custodial asset metrics
The total number of HSAs for which we serve as a non-bank custodian ("HSA Members") as of January 31, 2017 was 2.7 million, an increase of 28% from 2.1 million as of January 31, 2016.
Total Custodial Assets as of January 31, 2017 was $5.0 billion, an increase of 37% year over year, consisting of:
Custodial Cash Assets of $4.4 billion, an increase of 34% compared to Q4 FY16; and
Custodial Investment Assets of $658.6 million, an increase of 62% compared to Q4 FY16.

Business outlook
For the year ended January 31, 2018, we expect our revenue to be between $220.0 million and $225.0 million. Our outlook for net income is a range of $30.0 million to $34.0 million, resulting in a net income per diluted share range of $0.50 to $0.55 (based on an estimated 61.5 million weighted-average shares outstanding). Our Adjusted EBITDA outlook is a range of $77.0 million to $82.0 million. The business outlook for the year ended January 31, 2018 assumes a projected effective income tax rate of approximately 37%.
A reconciliation of the non-GAAP financial measure used throughout this release to the most comparable GAAP financial measure is included with the financial tables at the end of this release.
Conference call
HealthEquity management will host a conference call at 5:00 pm (Eastern Time) on Tuesday, March 21, 2017 to discuss the fiscal year 2017 fourth quarter and full year financial results. The conference call will be accessible by dialing 884-791-6252, or 661-378-9636 for international callers, and referencing conference ID 79091036. A live audio webcast of the call will also be available on the investor relations section of our website at http://ir.healthequity.com.




Non-GAAP financial Information
To supplement our financial information presented on a GAAP basis, we disclose Adjusted EBITDA, which is a non-GAAP financial measure. We define Adjusted EBITDA as adjusted earnings before interest, taxes, depreciation and amortization, stock-based compensation expense, and other certain non-operating items.

Non-GAAP financial measures should be considered in addition to results prepared in accordance with GAAP and should not be considered as a substitute for, or superior to, GAAP results. The Company cautions investors that non-GAAP financial information, by its nature, departs from GAAP; accordingly, its use can make it difficult to compare current results with results from other reporting periods and with the results of other companies. Whenever we use these non-GAAP financial measures, we provide a reconciliation of the applicable non-GAAP financial measure to the most closely applicable GAAP financial measure. Investors are encouraged to review the related GAAP financial measures and the reconciliation of the non-GAAP financial measures to their most directly comparable GAAP financial measure as detailed in the tables below.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including but not limited to, statements regarding the company’s industry, business strategy, plans, goals and expectations concerning our market position, product expansion, future operations, revenue, margins, profitability, future efficiencies, capital expenditures, liquidity and capital resources and other financial and operating information. When used in this discussion, the words “may,” “believes,” “intends,” “seeks,” “anticipates,” “plans,” “estimates,” “expects,” “should,” “assumes,” “continues,” “could,” “will,” “future” and the negative of these or similar terms and phrases are intended to identify forward-looking statements. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond the control of the company. The company’s actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited to, the continued availability of tax-advantaged consumer-directed benefits to employers and employees, the company’s ability to acquire and retain new network partners and to cross-sell its products to existing network partners and members, the company’s ability to successfully identify, acquire and integrate portfolio purchases or acquisition targets, the company’s ability to raise awareness among employers and employees about the advantages of adopting and participating in consumer-directed benefits programs, and the company’s ability to identify and execute on network partner opportunities. For a detailed discussion of these and other risk factors, please refer to the risks detailed in the company’s filings with the Securities and Exchange Commission, including, without limitation, our most recent Annual Report on Form 10-K and subsequent periodic and current reports. Past performance is not necessarily indicative of future results. The company undertakes no intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. These forward-looking statements should not be relied upon as representing the company’s views as of any date subsequent to the date of this press release.





HealthEquity, Inc. and its subsidiaries
Consolidated balance sheets (unaudited)
(in thousands, except par value)
January 31, 2017


January 31, 2016

Assets



Current assets



Cash and cash equivalents
$
139,954


$
83,641

Marketable securities, at fair value
40,405


40,134

Total cash, cash equivalents and marketable securities
180,359


123,775

Accounts receivable, net of allowance for doubtful accounts of $75 and $40 as of January 31, 2017 and 2016, respectively
17,001


14,308

Inventories
592


620

Current deferred tax asset


2,642

Other current assets
2,867


1,703

Total current assets
200,819


143,048

Property and equipment, net
5,170


3,506

Intangible assets, net
65,020


66,840

Goodwill
4,651


4,651

Deferred tax asset
1,615



Other assets
1,861


1,750

Total assets
$
279,136


$
219,795

Liabilities and stockholders’ equity



Current liabilities



Accounts payable
$
3,221


$
2,431

Accrued compensation
8,722


7,776

Accrued liabilities
3,760


1,899

Total current liabilities
15,703


12,106

Long-term liabilities



Other long-term liabilities
1,456


236

Deferred tax liability
37


3,996

Total long-term liabilities
1,493


4,232

Total liabilities
17,196


16,338

Commitments and contingencies



Stockholders’ equity



Preferred stock, $0.0001 par value, 100,000 shares authorized, no shares issued and outstanding as of January 31, 2017 and 2016



Common stock, $0.0001 par value, 900,000 shares authorized, 59,538 and 57,726 shares issued and outstanding as of January 31, 2017 and 2016, respectively
6


6

Additional paid-in capital
232,114


199,940

Accumulated other comprehensive loss, net
(165
)

(98
)
Accumulated earnings
29,985


3,609

Total stockholders’ equity
261,940


203,457

Total liabilities and stockholders’ equity
$
279,136


$
219,795






HealthEquity, Inc. and its subsidiaries
Consolidated statements of operations and comprehensive income (unaudited)
(in thousands, except per share data)
Three months ended January 31,
 

Year ended January 31,
 
2017


2016


2017


2016

Revenue







   Service revenue
$
20,644


$
17,101


$
77,254


$
61,608

   Custodial revenue
16,036


11,163


59,593


37,755

   Interchange revenue
10,134


7,622


41,523


27,423

   Total revenue
46,814


35,886


178,370


126,786

 Cost of revenue







   Service costs
17,397


13,256


51,868


39,418

   Custodial costs
2,556


2,051


9,767


6,522

   Interchange costs
2,632


2,148


10,380


8,248

   Total cost of revenue
22,585


17,455


72,015


54,188

 Gross profit
24,229


18,431


106,355


72,598

 Operating expenses







   Sales and marketing
5,556


4,665


18,320


13,302

   Technology and development
6,548


4,891


22,375


16,832

   General and administrative
4,861


3,535


20,151


14,113

   Amortization of acquired intangible assets
1,083


981


4,297


2,208

   Total operating expenses
18,048


14,072


65,143


46,455

 Income from operations
6,181


4,359


41,212


26,143

 Other expense







   Other expense, net
(158
)

(63
)

(1,092
)

(589
)
 Total other expense
(158
)

(63
)

(1,092
)

(589
)
 Income before income taxes
6,023


4,296


40,120


25,554

 Income tax provision
1,961


1,168


13,744


8,941

 Net income
$
4,062


$
3,128


$
26,376


$
16,613

Net income attributable to common stockholders:







 Basic
$
4,062


$
3,128


$
26,376


$
16,613

 Diluted
$
4,062


$
3,128


$
26,376


$
16,613

Net income per share attributable to common stockholders:







 Basic
$
0.07


$
0.05


$
0.45


$
0.29

 Diluted
$
0.07


$
0.05


$
0.44


$
0.28

Weighted-average number of shares used in computing net income per share attributable to common stockholders:







 Basic
59,438


57,673


58,615


56,719

 Diluted
60,645


59,420


59,894


58,863

Comprehensive income:











Net income
4,062


3,128


26,376


16,613

Other comprehensive loss:











Unrealized loss on available-for-sale marketable securities, net of tax
(31
)

(64
)

(67
)

(98
)
Comprehensive income
$
4,031


$
3,064


$
26,309


$
16,515





HealthEquity, Inc. and its subsidiaries
Consolidated statements of redeemable convertible preferred stock and stockholders' equity (deficit) (unaudited)



Stockholders’ equity (deficit)
 

Redeemable
convertible
preferred stock
 
Convertible
preferred stock
 
Common stock
 
Common
stock
warrants

Additional
paid-in
capital

Accumu-
lated compre-
hensive loss

Accumu-
lated earnings
(deficit)

Total
stock-
holders'
equity
(deficit)

(in thousands, except exercise prices)
Shares

Amount

Shares

Amount

Shares

Amount

Balance as of January 31, 2014
17,349

$
46,714

6,156

$
8,129

7,038

$
1

$
2,334

$

$

$
(23,170
)
$
(12,706
)
Issuance of series D-3 redeemable convertible preferred stock cash dividend







(347
)


(347
)
Issuance of common stock cash dividend







(50,000
)


(50,000
)
Issuance of common stock:





















Exercise of 2,972 warrants at $0.8008 per share




2,972


(2,334
)
4,714



2,380

Exercise of 1,841 options at $1.3204 per share




1,841



2,430



2,430

Conversion of preferred stock to common stock upon initial public offering
(17,349
)
(42,693
)
(6,156
)
(8,129
)
32,486

3


50,819



42,693

Issuance of common stock




10,465

1


132,586



132,587

Stock-based compensation







2,525



2,525

Tax benefit on stock options exercised







3,429



3,429

Redeemable convertible preferred stock accretion

(4,021
)





4,021



4,021

Reclassification of series D-3 redeemable convertible preferred stock derivative liability







6,917



6,917

Net income









10,166

10,166

Balance as of January 31, 2015

$


$

54,802

$
5

$

$
157,094

$

$
(13,004
)
$
144,095

Issuance of common stock:






















Exercise of 1,951 options at $0.98 per share




1,951

1


1,914



1,915

Issuance of common stock




973



23,492



23,492

Stock-based compensation







5,883



5,883

Tax benefit on stock options exercised







11,557



11,557

Other comprehensive loss, net of tax








(98
)

(98
)
Net income









16,613

16,613

Balance as of January 31, 2016

$


$

57,726

$
6

$

$
199,940

$
(98
)
$
3,609

$
203,457

Issuance of common stock:






















Issuance of common stock upon exercise of options, and for restricted stock units




1,812



7,142



7,142

Stock-based compensation







8,398



8,398

Tax benefit on stock options exercised







16,634



16,634

Other comprehensive loss, net of tax








(67
)

(67
)
Net income









26,376

26,376

Balance as of January 31, 2017

$


$

59,538

$
6

$

$
232,114

$
(165
)
$
29,985

$
261,940





HealthEquity, Inc. and its subsidiaries
Consolidated statements of cash flows (unaudited)

Year ended January 31,
 
(in thousands)
2017


2016


2015

 Cash flows from operating activities:





 Net income
$
26,376


$
16,613


$
10,166

 Adjustments to reconcile net income to net cash provided by operating activities:





Depreciation and amortization
13,186


8,601


5,890

Deferred taxes
(2,891
)

(2,178
)

1,593

Stock-based compensation
8,398


5,883


2,525

Loss on revaluation of redeemable convertible preferred stock derivative




735

Loss on other investments




24

Bad debt expense
35


24


31

Amortization of deferred financing costs
68


23



 Changes in operating assets and liabilities:








Accounts receivable
(2,728
)

(5,174
)

(3,380
)
Inventories
28


5


(234
)
Other assets
(1,343
)

(107
)

(1,608
)
Accounts payable
567


1,011


(1,156
)
Accrued compensation
946


2,475


1,167

Accrued liabilities
1,729


(383
)

(802
)
Other long-term liabilities
1,220


(252
)

95

 Net cash provided by operating activities
45,591


26,541


15,046

 Cash flows from investing activities:





Purchase of marketable securities
(379
)

(40,291
)


Purchase of property and equipment
(3,645
)

(2,376
)

(1,712
)
Purchase of software and capitalized software development costs
(9,030
)

(6,896
)

(6,420
)
Purchase of other investments


(500
)

(305
)
Acquisition of intangible member assets


(40,489
)


 Net cash used in investing activities
(13,054
)

(90,552
)

(8,437
)
 Cash flows from financing activities:





Dividend payments




(50,347
)
Proceeds from initial public offering, net of payments for offering costs




132,587

Proceeds from follow-on offering, net of payments for offering costs


23,492



Proceeds from exercise of common stock options
7,142


1,915


2,430

Proceeds from exercise of common stock warrants




2,380

Tax benefit from exercise of common stock options
16,634


11,557


3,429

Deferred financing costs paid


(317
)


 Net cash provided by financing activities
23,776


36,647


90,479

 Increase (decrease) in cash and cash equivalents
56,313


(27,364
)

97,088

 Beginning cash and cash equivalents
83,641


111,005


13,917

 Ending cash and cash equivalents
$
139,954


$
83,641


$
111,005





Stock-based compensation expense (unaudited)
Total stock-based compensation expense included in the consolidated statements of operations and comprehensive income is as follows:

Three months ended January 31,
 

Year ended January 31,
 
(in thousands)
2017


2016


2017


2016

Cost of revenue
$
522


$
348


$
1,780


$
1,088

Sales and marketing
(16
)

198


914


903

Technology and development
613


336


1,903


1,014

General and administrative
880


747


3,801


2,878

Total stock-based compensation expense
$
1,999


$
1,629


$
8,398


$
5,883

HSA Members (unaudited)











% change from


% change from



January 31, 2017


January 31, 2016


January 31, 2015


2016 to 2017


2015 to 2016

HSA Members

2,746,132


2,140,631


1,426,785


28
%

50
%
Average HSA Members - Year-to-date

2,339,091


1,600,327


1,087,962


46
%

47
%
Average HSA Members - Quarter-to-date

2,519,382


1,850,843


1,230,256


36
%

50
%
HSAs with investments

65,906


44,680


30,552


48
%

46
%
Custodial assets (unaudited)










% change from


% change from

(in thousands, except percentages)
January 31, 2017


January 31, 2016


January 31, 2015


2016 to 2017


2015 to 2016

Custodial cash
$
4,380,487


$
3,278,628


$
2,075,741


34
%

58
%
Custodial investments
658,580


405,878


286,526


62
%

42
%
Total custodial assets
$
5,039,067


$
3,684,506


$
2,362,267


37
%

56
%
Average daily custodial cash - Year-to-date
$
3,661,058


$
2,326,506


$
1,553,845


57
%

50
%
Average daily custodial cash - Quarter-to-date
$
3,854,518


$
2,682,827


$
1,698,402


44
%

58
%
Net income reconciliation to Adjusted EBITDA (unaudited)

Three months ended January 31,
 

Year ended January 31,
 
(in thousands)
2017


2016


2017


2016

Net income
$
4,062


$
3,128


$
26,376


$
16,613

Interest income
(146
)

(112
)

(531
)

(414
)
Interest expense
69


68


275


91

Income tax provision
1,961


1,168


13,744


8,941

Depreciation and amortization
2,559


1,890


8,889


6,393

Amortization of acquired intangible assets
1,083


981


4,297


2,208

Stock-based compensation expense
1,999


1,629


8,398


5,883

Other (1)
236


106


1,348


910

Adjusted EBITDA
$
11,823


$
8,858


$
62,796


$
40,625

(1)
For the three months ended January 31, 2017 and 2016, Other consisted of non-income based taxes of $101 and $85, and other costs of $135 and $21, respectively. For the years ended January 31, 2017 and 2016, Other consisted of miscellaneous taxes of $358 and $334, acquisition-related costs of $631 and $471, and other costs of $359 and $105, respectively.








Reconciliation of net income outlook to Adjusted EBITDA outlook

For the year ending
(in millions)
January 31, 2018
Net income
$30 - 34
Income tax provision
 18 - 19
Depreciation and amortization
~ 12
Amortization of acquired intangible assets
~ 4
Stock-based compensation expense
~ 12
Other
~ 1
Adjusted EBITDA
$77 - 82