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 19, 2018

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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨







Item 2.02    Results of Operations and Financial Condition
On March 19, 2018, HealthEquity, Inc. issued a press release attached as Exhibit 99.1 to this current report on Form 8-K.
The information in Exhibit 99.1 is being furnished to the Securities and Exchange Commission and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as 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 19, 2018, announcing financial results for its fourth quarter and fiscal year ended January 31, 2018.







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 19, 2018
By:
 
/s/ Darcy Mott
 
Name:
 
Darcy Mott
 
Title:
 
Executive Vice President and Chief Financial Officer







EXHIBIT INDEX

 
 
 
Exhibit
no.
 
Description
99.1
 



Exhibit
HealthEquity Reports Fourth Quarter and Fiscal Year Ended January 31, 2018 Financial Results
Highlights of the fiscal year include:
Revenue of $229.5 million, an increase of 29% compared to FY17.
Net income of $47.4 million, an increase of 80% compared to FY17.
Net income per diluted share of $0.77, compared to $0.44 in FY17.
Adjusted EBITDA of $84.7 million, an increase of 35% compared to FY17.
HSA Members of 3.4 million, an increase of 24% compared to FY17.
Total Custodial Assets of $6.8 billion, an increase of 35% compared to FY17.

Highlights of the fourth quarter include:
Revenue of $60.4 million, an increase of 29% compared to Q4 FY17.
Net income of $5.9 million, an increase of 45% compared to Q4 FY17.
Net income per diluted share of $0.09, compared to $0.07 in Q4 FY17.
Adjusted EBITDA of $17.1 million, an increase of 45% compared to Q4 FY17.
    
Draper, Utah – March 19, 2018 – 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 fiscal year ended January 31, 2018.
“HealthEquity recorded a strong fiscal year 2018 by opening a record 669,000 new HSAs and helping members grow their HSA assets to $6.8 billion,” said Jon Kessler, President and CEO of HealthEquity. “We continued to outpace the market and gain market share with 35% growth in custodial assets, including 96% custodial investment growth, and 24% growth of HSA members. Our revenue for the year was up 29% to $229.5 million and our Adjusted EBITDA was up an even higher 35% to $84.7 million as the team continued to drive greater profitability in our business.”
Full year financial results

For the year ended January 31, 2018, HealthEquity reported revenue of $229.5 million, an increase of 29% compared to $178.4 million for the year ended January 31, 2017. Revenue consisted of:
Service revenue of $91.6 million, an increase of 19% compared to FY17.
Custodial revenue of $87.2 million, an increase of 46% compared to FY17.
Interchange revenue of $50.7 million, an increase of 22% compared to FY17.

Net income was $47.4 million for the year ended January 31, 2018, compared to $26.4 million for the year ended January 31, 2017.
Net income per diluted share was $0.77 for the year ended January 31, 2018, compared to $0.44 for the year ended January 31, 2017.
Non-GAAP Adjusted EBITDA was $84.7 million for the year ended January 31, 2018, an increase of 35% compared to $62.8 million for the year ended January 31, 2017. Adjusted EBITDA was 37% of revenue for the year ended January 31, 2018, compared to 35% for the year ended January 31, 2017.
As of January 31, 2018, we had $240.3 million of cash, cash equivalents and marketable securities and no outstanding debt. This compares to $180.4 million in cash, cash equivalents and marketable securities and no outstanding debt as of January 31, 2017.




Fourth quarter financial results
For the fourth quarter ended January 31, 2018, HealthEquity reported revenue of $60.4 million, an increase of 29% compared to $46.8 million for the fourth quarter ended January 31, 2017. Revenue consisted of:
Service revenue of $23.4 million, an increase of 13% compared to Q4 FY17.
Custodial revenue of $24.5 million, an increase of 52% compared to Q4 FY17.
Interchange revenue of $12.6 million, an increase of 25% compared to Q4 FY17.

Net income was $5.9 million for the fourth quarter ended January 31, 2018, compared to $4.1 million for the fourth quarter ended January 31, 2017.
Net income per diluted share was $0.09 for the fourth quarter ended January 31, 2018, compared to $0.07 for the fourth quarter ended January 31, 2017.
Non-GAAP Adjusted EBITDA was $17.1 million for the fourth quarter ended January 31, 2018, an increase of 45% compared to $11.8 million for the fourth quarter ended January 31, 2017.
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, 2018 was 3.4 million, an increase of 24% from 2.7 million as of January 31, 2017.
Total Custodial Assets as of January 31, 2018 was $6.8 billion, an increase of 35% year over year, consisting of:
Custodial Cash Assets of $5.5 billion, an increase of 25% compared to January 31, 2017; and
Custodial Investment Assets of $1.3 billion, an increase of 96% compared to January 31, 2017.

Business outlook
For the year ending January 31, 2019, we expect our revenue to be between $276.0 million and $282.0 million. Our outlook for net income is a range of $47.0 million to $51.0 million, resulting in a net income per diluted share range of $0.74 to $0.80. Our Adjusted EBITDA outlook is a range of $106.0 million to $111.0 million. We also expect our non-GAAP net income to be in a range between $63.0 million and $67.0 million. Our non-GAAP net income is calculated by adding back to net income all non-cash stock-based compensation expense, net of an estimated statutory tax rate of 24%, and the impact of excess tax benefits due to the adoption of Accounting Standards Updated ("ASU") 2016-09. Our non-GAAP net income outlook results in a non-GAAP net income per diluted share range between $0.98 to $1.04 (based on an estimated 64.0 million weighted-average shares outstanding).
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 Monday, March 19, 2018 to discuss the fiscal year 2018 fourth quarter and full year financial results. The conference call will be accessible by dialing 844-791-6252, or 661-378-9636 for international callers, and referencing conference ID 3494468. 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 net income is 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 is calculated by dividing non-GAAP net income by diluted weighted-average shares outstanding.

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, 2018


January 31, 2017

Assets



Current assets



Cash and cash equivalents
$
199,472


$
139,954

Marketable securities, at fair value
40,797


40,405

Total cash, cash equivalents and marketable securities
240,269


180,359

Accounts receivable, net of allowance for doubtful accounts of $208 and $75 as of January 31, 2018 and 2017, respectively
21,602


17,001

Inventories
215


592

Other current assets
3,310


2,867

Total current assets
265,396


200,819

Property and equipment, net
7,836


5,170

Intangible assets, net
83,635


65,020

Goodwill
4,651


4,651

Deferred tax asset
5,461


1,615

Other assets
2,180


1,861

Total assets
$
369,159


$
279,136

Liabilities and stockholders’ equity



Current liabilities



Accounts payable
$
2,420


$
3,221

Accrued compensation
12,549


8,722

Accrued liabilities
5,521


3,760

Total current liabilities
20,490


15,703

Long-term liabilities



Other long-term liabilities
2,395


1,456

Deferred tax liability


37

Total long-term liabilities
2,395


1,493

Total liabilities
22,885


17,196

Commitments and contingencies



Stockholders’ equity



Preferred stock, $0.0001 par value, 100,000 shares authorized, no shares issued and outstanding as of January 31, 2018 and 2017



Common stock, $0.0001 par value, 900,000 shares authorized, 60,825 and 59,538 shares issued and outstanding as of January 31, 2018 and 2017, respectively
6


6

Additional paid-in capital
261,237


232,114

Accumulated other comprehensive loss, net
(269
)

(165
)
Accumulated earnings
85,300


29,985

Total stockholders’ equity
346,274


261,940

Total liabilities and stockholders’ equity
$
369,159


$
279,136






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,
 
2018


2017


2018


2017

Revenue







   Service revenue
$
23,361


$
20,644


$
91,619


$
77,254

   Custodial revenue
24,451


16,036


87,160


59,593

   Interchange revenue
12,624


10,134


50,746


41,523

   Total revenue
60,436


46,814


229,525


178,370

 Cost of revenue







   Service costs
22,602


17,397


70,426


51,868

   Custodial costs
3,030


2,556


11,400


9,767

   Interchange costs
3,158


2,632


12,783


10,380

   Total cost of revenue
28,790


22,585


94,609


72,015

 Gross profit
31,646


24,229


134,916


106,355

 Operating expenses







   Sales and marketing
7,432


5,556


23,139


18,320

   Technology and development
7,480


6,548


27,385


22,375

   General and administrative
6,757


4,861


25,111


20,151

   Amortization of acquired intangible assets
1,543


1,083


4,863


4,297

   Total operating expenses
23,212


18,048


80,498


65,143

 Income from operations
8,434


6,181


54,418


41,212

 Other expense







   Other expense, net
(1,706
)

(158
)

(2,229
)

(1,092
)
 Total other expense
(1,706
)

(158
)

(2,229
)

(1,092
)
 Income before income taxes
6,728


6,023


52,189


40,120

 Income tax provision
823


1,961


4,827


13,744

 Net income
$
5,905


$
4,062


$
47,362


$
26,376

Net income per share:







 Basic
$
0.10


$
0.07


$
0.79


$
0.45

 Diluted
$
0.09


$
0.07


$
0.77


$
0.44

Weighted-average number of shares used in computing net income per share:







 Basic
60,730


59,438


60,304


58,615

 Diluted
62,291


60,645


61,854


59,894

Comprehensive income:











Net income
$
5,905


$
4,062


$
47,362


$
26,376

Other comprehensive loss:











Unrealized loss on available-for-sale marketable securities, net of tax
(36
)

(31
)

(59
)

(67
)
Comprehensive income
$
5,869


$
4,031


$
47,303


$
26,309






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

Year ended January 31,
 
(in thousands)
2018


2017


2016

 Cash flows from operating activities:





 Net income
$
47,362


$
26,376


$
16,613

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





Depreciation and amortization
15,952


13,186


8,601

Deferred taxes
4,306


(2,891
)

(2,178
)
Stock-based compensation
14,310


8,398


5,883

Bad debt expense
133


35


24

Amortization of deferred financing costs and loss on other investments
87


68


23

 Changes in operating assets and liabilities:








Accounts receivable
(4,734
)

(2,728
)

(5,174
)
Inventories
377


28


5

Other assets
(760
)

(1,343
)

(107
)
Accounts payable
(581
)

567


1,011

Accrued compensation
3,827


946


2,475

Accrued liabilities
484


1,729


(383
)
Other long-term liabilities
939


1,220


(252
)
 Net cash provided by operating activities
81,702


45,591


26,541

 Cash flows from investing activities:





Purchase of marketable securities
(483
)

(379
)

(40,291
)
Purchase of property and equipment
(5,458
)

(3,645
)

(2,376
)
Purchase of software and capitalized software development costs
(10,380
)

(9,030
)

(6,896
)
Acquisition of intangible member assets
(17,545
)



(40,489
)
Acquisition of a business
(2,882
)




Purchases of other investments




(500
)
 Net cash used in investing activities
(36,748
)

(13,054
)

(90,552
)
 Cash flows from financing activities:





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




23,492

Proceeds from exercise of common stock options
14,564


7,142


1,915

Tax benefit from exercise of common stock options


16,634


11,557

Deferred financing costs paid




(317
)
 Net cash provided by financing activities
14,564


23,776


36,647

 Increase (decrease) in cash and cash equivalents
59,518


56,313


(27,364
)
 Beginning cash and cash equivalents
139,954


83,641


111,005

 Ending cash and cash equivalents
$
199,472


$
139,954


$
83,641





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)
2018


2017


2018


2017

Cost of revenue
$
691


$
522


$
2,594


$
1,780

Sales and marketing
627


(16
)

2,030


914

Technology and development
953


613


3,318


1,903

General and administrative
1,571


880


6,368


3,801

Total stock-based compensation expense
$
3,842


$
1,999


$
14,310


$
8,398

HSA Members (unaudited)











% change from


% change from



January 31, 2018


January 31, 2017


January 31, 2016


2017 to 2018


2016 to 2017

HSA Members

3,402,889


2,746,132


2,140,631


24
%

28
%
Average HSA Members - Year-to-date

2,951,790


2,339,091


1,600,327


26
%

46
%
Average HSA Members - Quarter-to-date

3,188,927


2,519,382


1,850,843


27
%

36
%
HSA Members with investments

121,614


65,906


44,680


85
%

48
%
Custodial assets (unaudited)










% change from


% change from

(in thousands, except percentages)
January 31, 2018


January 31, 2017


January 31, 2016


2017 to 2018


2016 to 2017

Custodial cash
$
5,489,617


$
4,380,487


$
3,278,628


25
%

34
%
Custodial investments
1,288,693


658,580


405,878


96
%

62
%
Total custodial assets
$
6,778,310


$
5,039,067


$
3,684,506


35
%

37
%
Average daily custodial cash - Year-to-date
$
4,571,341


$
3,661,058


$
2,326,506


25
%

57
%
Average daily custodial cash - Quarter-to-date
$
4,876,438


$
3,854,518


$
2,682,827


27
%

44
%
Net income reconciliation to Adjusted EBITDA (unaudited)

Three months ended January 31,
 

Year ended January 31,
 
(in thousands)
2018


2017


2018


2017

Net income
$
5,905


$
4,062


$
47,362


$
26,376

Interest income
(213
)

(146
)

(734
)

(531
)
Interest expense
69


69


274


275

Income tax provision
823


1,961


4,827


13,744

Depreciation and amortization
3,267


2,559


11,089


8,889

Amortization of acquired intangible assets
1,543


1,083


4,863


4,297

Stock-based compensation expense
3,842


1,999


14,310


8,398

Other (1)
1,850


236


2,689


1,348

Adjusted EBITDA
$
17,086


$
11,823


$
84,680


$
62,796

(1)
For the three months ended January 31, 2018 and 2017, Other consisted of non-income based taxes of $136 and $101, acquisition-related costs of $1,715 and $0, and other costs of $0 and $135, respectively. For the years ended January 31, 2018 and 2017, Other consisted of non-income based taxes of $439 and $358, acquisition-related costs of $2,197 and $631, and other costs of $53 and $359, respectively.








Reconciliation of net income outlook to Adjusted EBITDA outlook

For the year ending
(in millions)
January 31, 2019
Net income
$47 - 51
Income tax provision
 15 - 16
Depreciation and amortization
~ 14
Amortization of acquired intangible assets
~ 6
Stock-based compensation expense
~ 21
Other
~ 3
Adjusted EBITDA
$106 - 111

Reconciliation of non-GAAP net income per diluted share (unaudited)

Three months ended

Year ended

Outlook for the year ending

(in millions, except per share data)
January 31, 2018

January 31, 2018

January 31, 2019

Net income
$6

$47

$47 - $51

Stock compensation, net of tax (1)
3

9

 ~ 16

Excess tax benefit due to adoption of ASU 2016-09
(2
)
(14
)
~ (0)

Non-GAAP net income
$7

$42

$63 - $67





Diluted weighted-average shares used in computing GAAP and Non-GAAP per share amounts
62

62

64

Non-GAAP net income per diluted share (2)
$0.11

$0.68

$0.98 - $1.04

(1) For the three and twelve months ended January 31, 2018, the Company used an estimated statutory tax rate of 38% to calculate the net impact of stock-based compensation expense. For the year ending January 31, 2019, the Company used an estimated statutory tax rate of 24% to calculate the net impact of stock-based compensation expense.
(2) Non-GAAP net income per diluted share does not calculate due to rounding.