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): January 8, 2024
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(Exact name of Registrant as Specified in Its Charter)
________________________________________
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of Principal Executive Offices and Zip Code)
(206 ) 926-8100
(Registrant’s Telephone Number, Including Area Code)
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 Instructions A.2. below):
| 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)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
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. o
Item 2.02. Results of Operations and Financial Condition.
On January 8, 2024, Accolade, Inc. (the “Company”) issued a press release reporting its financial results for the fiscal third quarter ended November 30, 2023. A copy of such press release is furnished hereto as Exhibit 99.1 and incorporated by reference herein.
The information in this Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference under the Securities Act of 1933, as amended, or into any filing with the U.S. Securities and Exchange Commission made by the Company, whether made before or after the date hereof, except as expressly set forth by reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number | Exhibit Description | |||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Accolade, Inc. | ||||||||
Dated: January 8, 2024 | ||||||||
| By: | /s/ Stephen Barnes | |||||||
| Stephen Barnes | ||||||||
| Chief Financial Officer | ||||||||
Exhibit 99.1
Accolade Announces Results for Fiscal Third Quarter 2024
SEATTLE, January 8, 2024 -- Accolade, Inc. (NASDAQ: ACCD) today announced financial results for the fiscal third quarter ended November 30, 2023.
“As we head into the new year, Accolade continues to define the future of how healthcare should be experienced in this country. Our unique combination of people and technology is creating a new model for improving health outcomes and helping our more than 10 million members live healthier lives. We are closing the physician gap, improving access to care, and leveraging AI and other innovations to make the system work better for our employer customers, their employees and their families. The results can be seen in our growing customer base and increasing revenues as we plan to deliver positive Adjusted EBITDA in the fourth quarter and next fiscal year,” said Rajeev Singh, Accolade Chairman of the Board of Directors and Chief Executive Officer.
Financial Highlights for Fiscal Third Quarter ended November 30, 2023
| Three months ended November 30, | % Change(2) | ||||||||||||||||
| 2023 | 2022 | ||||||||||||||||
| (in millions, except percentages) | |||||||||||||||||
| GAAP Financial Data: | |||||||||||||||||
| Revenue | $ | 99.4 | $ | 90.9 | 9 | % | |||||||||||
| Net loss | $ | (21.1) | $ | (39.9) | 47 | % | |||||||||||
Non-GAAP Financial Data(1): | |||||||||||||||||
| Adjusted EBITDA | $ | (4.6) | $ | (10.2) | 55 | % | |||||||||||
| Adjusted Gross Profit | $ | 46.0 | $ | 41.8 | 10 | % | |||||||||||
| Adjusted Gross Margin | 46.3% | 45.9% | |||||||||||||||
(1)A reconciliation of GAAP to non-GAAP results has been provided in this press release in the accompanying Financial Tables. An explanation of these measures is also included below under the heading "Non-GAAP Financial Measures."
(2)Percentages are calculated from accompanying Financial Tables and may differ from percentage change of numbers in Financial Highlights table due to rounding.
Steve Barnes, Accolade Chief Financial Officer, commented, “Accolade exceeded both top and bottom line guidance this quarter as we continue to execute consistently across the business. On the strength of our new bookings and the utilization trends we are experiencing, we are raising our guidance for fiscal year 2024 and affirming our expectation for approximately 20% revenue growth and Adjusted EBITDA between 2% - 4% in fiscal year 2025.”
Financial Outlook
Accolade provides forward-looking guidance on revenue and Adjusted EBITDA, a non-GAAP financial measure.
For the fiscal fourth quarter ending February 29, 2024, we expect:
•Revenue between $121.5 million and $125.5 million
•Adjusted EBITDA between $16 million and $20 million
For the fiscal year ending February 29, 2024, we expect:
•Revenue between $411 million and $415 million
•Adjusted EBITDA between $(6) million and $(10) million
For the fiscal year ending February 28, 2025, we are affirming preliminary revenue and Adjusted EBITDA guidance as follows:
•Revenue growth of approximately 20%
•Adjusted EBITDA between 2% and 4% of revenue
Accolade has not reconciled guidance for Adjusted EBITDA to net loss, the most directly comparable GAAP measure, and has not provided forward-looking guidance for net loss, because there are items that may impact net loss, including stock-based compensation, that are not within the company’s control or cannot be reasonably predicted.
Quarterly Conference Call Details
The company will host a conference call today, January 8, 2024 at 4:30 p.m. E.T. to discuss its financial results.
To Listen via Telephone: Pre-registration is required by the conference call operator. Please pre-register by clicking here (https://register.vevent.com/register/BI0aea659c422c4c259198c9c7e6313d1b). Upon registering, you will be emailed a dial-in number, direct passcode and unique PIN.
To Listen via Internet: The conference call can be accessed via a live audio webcast that will be available online at http://ir.accolade.com.
Replay: A replay of the call will be available via webcast for on-demand listening shortly after the completion of the call, at http://ir.accolade.com.
Forward-Looking Statements
This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, as amended. These forward-looking statements include statements regarding our future growth and our financial outlook. Forward-looking statements are subject to risks and uncertainties and are based on potentially inaccurate assumptions that could cause actual results to differ materially from those expected or implied by the forward-looking statements. Actual results may differ materially from the results predicted, and reported results should not be considered as an indication of future performance. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “maintain,” “might,” “likely,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would,” or similar expressions and the negatives of those terms.
Important risks and uncertainties that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the risks described under the heading “Risk Factors” in Accolade’s most recently filed Annual Report on Form 10-K and subsequent filings, which should be read in conjunction with any forward-looking statements. All forward-looking statements in this press release are based on information available to Accolade as of the date hereof, and it does not assume any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made, except as required by law.
About Accolade, Inc.
Accolade (Nasdaq: ACCD) is a Personalized Healthcare company that provides millions of people and their families with exceptional healthcare experiences so they can live their healthiest lives. Accolade’s employer, health plan, and consumer solutions combine virtual primary care and mental health, expert medical opinion, and best-in-class care navigation. These offerings are built on a platform that is engineered to care through predictive engagement of population health needs, proactive care that improves outcomes and cost savings, and by addressing barriers to access and continuity of care. Accolade consistently receives consumer satisfaction ratings of over 90%. For more information, visit accolade.com. Follow us on LinkedIn, Twitter, Instagram and Facebook.
Investor Contact:
Todd Friedman, Investor Relations, IR@accolade.com
Media Contact:
Public Relations, Media@accolade.com
Source: Accolade
Financial Tables
Accolade, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets (unaudited)
(In thousands, except share and per share data)
| November 30, 2023 | February 28, 2023 | ||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 230,017 | $ | 321,083 | |||||||
| Accounts receivable, net | 23,195 | 23,435 | |||||||||
| Unbilled revenue | 2,362 | 3,260 | |||||||||
| Current portion of deferred contract acquisition costs | 4,462 | 4,022 | |||||||||
| Prepaid and other current assets | 12,054 | 14,149 | |||||||||
| Total current assets | 272,090 | 365,949 | |||||||||
| Property and equipment, net | 19,223 | 14,763 | |||||||||
| Operating lease right-of-use assets | 28,847 | 29,525 | |||||||||
| Goodwill | 278,191 | 278,191 | |||||||||
| Intangible assets, net | 174,548 | 203,202 | |||||||||
| Deferred contract acquisition costs | 9,588 | 9,815 | |||||||||
| Other assets | 2,984 | 1,624 | |||||||||
| Total assets | $ | 785,471 | $ | 903,069 | |||||||
| Liabilities and stockholders’ equity | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | 12,667 | $ | 10,155 | |||||||
| Accrued expenses and other current liabilities | 8,334 | 11,744 | |||||||||
| Accrued compensation | 25,911 | 39,346 | |||||||||
| Due to customers | 9,085 | 15,694 | |||||||||
| Current portion of deferred revenue | 52,772 | 35,191 | |||||||||
| Current portion of operating lease liabilities | 6,900 | 7,284 | |||||||||
| Total current liabilities | 115,669 | 119,414 | |||||||||
| Loans payable, net of unamortized issuance costs | 208,178 | 282,323 | |||||||||
| Operating lease liabilities | 26,620 | 27,189 | |||||||||
| Other noncurrent liabilities | 165 | 203 | |||||||||
| Deferred revenue | 120 | 154 | |||||||||
| Total liabilities | 350,752 | 429,283 | |||||||||
| Commitments and Contingencies | |||||||||||
| Stockholders’ equity | |||||||||||
Common stock par value $0.0001; 500,000,000 shares authorized; 76,966,368 and 73,089,075 shares issued and outstanding at November 30, 2023 and February 28, 2023, respectively | 8 | 7 | |||||||||
| Additional paid-in capital | 1,481,303 | 1,428,073 | |||||||||
| Accumulated deficit | (1,046,592) | (954,294) | |||||||||
| Total stockholders’ equity | 434,719 | 473,786 | |||||||||
| Total liabilities and stockholders’ equity | $ | 785,471 | $ | 903,069 | |||||||
Accolade, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations (unaudited)
(In thousands, except share and per share data)
| Three months ended November 30, | Nine months ended November 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Revenue | $ | 99,371 | $ | 90,946 | $ | 289,461 | $ | 264,117 | |||||||||||||||
| Cost of revenue, excluding depreciation and amortization | 54,518 | 50,412 | 164,038 | 147,857 | |||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Product and technology | 23,468 | 24,254 | 74,969 | 77,265 | |||||||||||||||||||
| Sales and marketing | 26,230 | 25,023 | 75,339 | 75,573 | |||||||||||||||||||
| General and administrative | 15,474 | 20,037 | 47,813 | 61,295 | |||||||||||||||||||
| Depreciation and amortization | 11,400 | 11,602 | 33,858 | 34,749 | |||||||||||||||||||
| Goodwill impairment | — | — | — | 299,705 | |||||||||||||||||||
| Total operating expenses | 76,572 | 80,916 | 231,979 | 548,587 | |||||||||||||||||||
| Loss from operations | (31,719) | (40,382) | (106,556) | (432,327) | |||||||||||||||||||
| Interest income (expense), net | 1,705 | 386 | 4,340 | (484) | |||||||||||||||||||
| Other income (expense) | 9,281 | 201 | 10,424 | 21 | |||||||||||||||||||
| Loss before income taxes | (20,733) | (39,795) | (91,792) | (432,790) | |||||||||||||||||||
| Income tax benefit (expense) | (331) | (77) | (506) | 3,573 | |||||||||||||||||||
| Net loss | $ | (21,064) | $ | (39,872) | $ | (92,298) | $ | (429,217) | |||||||||||||||
| Net loss per share, basic and diluted | $ | (0.28) | $ | (0.56) | $ | (1.24) | $ | (6.07) | |||||||||||||||
| Weighted-average common shares outstanding, basic and diluted | 76,139,256 | 71,228,351 | 74,572,094 | 70,755,157 | |||||||||||||||||||
The following table summarizes the amount of stock-based compensation included in the condensed consolidated statements of operations:
| Three months ended November 30, | Nine months ended November 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Cost of revenue, excluding depreciation and amortization | $ | 1,163 | $ | 1,247 | $ | 3,276 | $ | 3,645 | |||||||||||||||
| Product and technology | 7,807 | 5,930 | 22,416 | 19,045 | |||||||||||||||||||
| Sales and marketing | 3,321 | 4,513 | 11,023 | 12,772 | |||||||||||||||||||
| General and administrative | 3,353 | 6,216 | 8,933 | 19,347 | |||||||||||||||||||
| Total stock-based compensation | $ | 15,644 | $ | 17,906 | $ | 45,648 | $ | 54,809 | |||||||||||||||
Accolade, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows (unaudited)
(In thousands)
| Nine months ended November 30, | |||||||||||
| 2023 | 2022 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net loss | $ | (92,298) | $ | (429,217) | |||||||
| Adjustments to reconcile net loss to net cash used in | |||||||||||
| Operating activities: | |||||||||||
| Goodwill impairment | — | 299,705 | |||||||||
| Depreciation and amortization expense | 33,858 | 34,749 | |||||||||
| Amortization of deferred contract acquisition costs | 4,012 | 2,592 | |||||||||
| Deferred income taxes | — | (3,859) | |||||||||
| Noncash interest expense | 1,236 | 1,251 | |||||||||
| Gain on repurchase of convertible notes | (9,268) | — | |||||||||
| Stock-based compensation expense | 45,648 | 54,809 | |||||||||
| Changes in operating assets and liabilities, net of effect of acquisitions: | |||||||||||
| Accounts receivable and unbilled revenue | 1,138 | 6,616 | |||||||||
| Accounts payable and accrued expenses | (133) | 244 | |||||||||
| Deferred contract acquisition costs | (4,224) | (6,428) | |||||||||
| Deferred revenue and due to customers | 10,937 | 5,596 | |||||||||
| Accrued compensation | (13,433) | (3,722) | |||||||||
| Other liabilities | (314) | 2,030 | |||||||||
| Other assets | 721 | (2,512) | |||||||||
| Net cash used in operating activities | (22,120) | (38,146) | |||||||||
| Cash flows from investing activities: | |||||||||||
| Capitalized software development costs | (6,475) | (2,914) | |||||||||
| Purchases of property and equipment | (3,900) | (1,901) | |||||||||
| Net cash used in investing activities | (10,375) | (4,815) | |||||||||
| Cash flows from financing activities: | |||||||||||
| Payments for repurchase of convertible notes | (65,808) | — | |||||||||
| Payments for debt extinguishment costs | (355) | — | |||||||||
| Proceeds from stock option exercises | 4,013 | 1,646 | |||||||||
| Proceeds from employee stock purchase plan | 3,579 | 2,927 | |||||||||
| Payment of contingent consideration for acquisition | — | (1,828) | |||||||||
| Net cash provided (used) by financing activities | (58,571) | 2,745 | |||||||||
| Net decrease in cash and cash equivalents | (91,066) | (40,216) | |||||||||
| Cash and cash equivalents, beginning of period | 321,083 | 365,853 | |||||||||
| Cash and cash equivalents, end of period | $ | 230,017 | $ | 325,637 | |||||||
| Supplemental cash flow information: | |||||||||||
| Interest paid | $ | 1,590 | $ | 1,539 | |||||||
| Fixed assets and capitalized software included in accounts payable | $ | 40 | $ | 736 | |||||||
| Other receivable related to stock option exercises | $ | 1 | $ | — | |||||||
| Income taxes paid | $ | 325 | $ | 103 | |||||||
Non-GAAP Financial Measures
In addition to our financial results determined in accordance with GAAP, we use the following non-GAAP financial measures to help us evaluate trends, establish budgets, measure the effectiveness and efficiency of our operations, and determine employee incentives. We believe that non-GAAP financial information, when taken collectively, may be helpful to investors because it provides consistency and comparability with past financial performance. However, non-GAAP financial information is presented for supplemental informational purposes only, has limitations as an analytical tool and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP. In addition, other companies, including companies in our industry, may calculate similarly-titled non-GAAP measures differently or may use other measures to evaluate their performance. A reconciliation is provided below for each non-GAAP financial measure to the most directly comparable financial measure stated in accordance with GAAP. Investors are encouraged to review the related GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures, and not to rely on any single financial measure to evaluate our business. In evaluating these non-GAAP financial measures, you should be aware that in the future we expect to incur expenses similar to the adjustments in this presentation. Our presentation of non-GAAP financial measures should not be construed as an inference that our future results will be unaffected by these expenses or any unusual or nonrecurring items.
Adjusted Gross Profit and Adjusted Gross Margin
Adjusted Gross Profit is a non-GAAP financial measure that we define as revenue less cost of revenue, excluding depreciation and amortization, and excluding stock-based compensation and severance costs. We define Adjusted Gross Margin as our Adjusted Gross Profit divided by our revenue. We believe Adjusted Gross Profit and Adjusted Gross Margin are useful to investors, as they eliminate the impact of certain noncash expenses and allow a direct comparison of these measures between periods without the impact of noncash expenses and certain other nonrecurring operating expenses.
Adjusted EBITDA
Adjusted EBITDA is a non-GAAP financial measure that we define as net income (loss) adjusted to exclude interest expense (income), net, income tax expense (benefit), depreciation and amortization, stock-based compensation, acquisition and integration-related costs, goodwill impairment, change in fair value of contingent consideration, severance costs, and other expense (income). Severance costs include severance payments related to the realignment of our resources. Other expense (income) includes debt extinguishment gain or loss and foreign exchange gain or loss. We believe Adjusted EBITDA provides investors with useful information on period-to-period performance as evaluated by management and comparison with our past financial performance. We believe Adjusted EBITDA is useful in evaluating our operating performance compared to that of other companies in our industry, as this measure generally eliminates the effects of certain items that may vary from company to company for reasons unrelated to overall operating performance.
Adjusted Gross Profit, Adjusted Gross Margin and Adjusted EBITDA have certain limitations, including that they exclude the impact of certain non-cash charges, such as depreciation and amortization, whereas underlying assets may need to be replaced and result in cash capital expenditures, and stock-based compensation expense, which is a recurring charge.
The following table presents, for the periods indicated, a reconciliation of our revenue to Adjusted Gross Profit:
| Three months ended November 30, | Nine months ended November 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
(in thousands, except percentages) | (in thousands, except percentages) | ||||||||||||||||||||||
| Revenue | $ | 99,371 | $ | 90,946 | $ | 289,461 | $ | 264,117 | |||||||||||||||
| Less: | |||||||||||||||||||||||
| Cost of revenue, excluding depreciation and amortization | (54,518) | (50,412) | (164,038) | (147,857) | |||||||||||||||||||
| Gross profit, excluding depreciation and amortization | 44,853 | 40,534 | 125,423 | 116,260 | |||||||||||||||||||
| Add: | |||||||||||||||||||||||
| Stock‑based compensation, cost of revenue | 1,163 | 1,247 | 3,276 | 3,645 | |||||||||||||||||||
| Severance costs, cost of revenue | (38) | (1) | 688 | 113 | |||||||||||||||||||
| Adjusted Gross Profit | $ | 45,978 | $ | 41,781 | $ | 129,387 | $ | 120,019 | |||||||||||||||
| Gross margin, excluding depreciation and amortization | 45.1% | 44.6% | 43.3% | 44.0% | |||||||||||||||||||
| Adjusted Gross Margin | 46.3% | 45.9% | 44.7% | 45.4% | |||||||||||||||||||
The following table presents, for the periods indicated, a reconciliation of our Adjusted EBITDA to our net loss:
| Three months ended November 30, | Nine months ended November 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| (in thousands) | (in thousands) | ||||||||||||||||||||||
| Net loss | $ | (21,064) | $ | (39,872) | $ | (92,298) | $ | (429,217) | |||||||||||||||
| Adjusted for: | |||||||||||||||||||||||
| Interest expense (income), net | (1,705) | (386) | (4,340) | 484 | |||||||||||||||||||
| Income tax (benefit) expense | 331 | 77 | 506 | (3,573) | |||||||||||||||||||
| Depreciation and amortization | 11,400 | 11,602 | 33,858 | 34,749 | |||||||||||||||||||
| Stock‑based compensation | 15,644 | 17,906 | 45,648 | 54,809 | |||||||||||||||||||
Acquisition and integration‑related costs(1) | 208 | 439 | 187 | 439 | |||||||||||||||||||
| Goodwill impairment | — | — | — | 299,705 | |||||||||||||||||||
Severance costs(2) | (159) | 213 | 891 | 3,288 | |||||||||||||||||||
Other expense (income)(3) | (9,281) | (201) | (10,424) | (21) | |||||||||||||||||||
| Adjusted EBITDA | $ | (4,626) | $ | (10,222) | $ | (25,972) | $ | (39,337) | |||||||||||||||
(1)For the three and nine months ended November 30, 2023 and 2022, acquisition and integration-related costs represent expenses associated with litigation inherited through the PlushCare acquisition. Refer to Note 10 in our condensed consolidated financial statements for further details.
(2)Severance costs represent expenses associated with workforce realignment actions taken by management.
(3)For the three and nine months ended November 30, 2023, other expense (income) includes a gain on extinguishment of debt.