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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): April 28, 2022

Accolade, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-39348

01-0969591

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

1201 Third Avenue, Suite 1700
Seattle, WA 98101

(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

Common Stock, $0.0001 par value per share

ACCD

The Nasdaq Stock Market LLC

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

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 April 28, 2022, Accolade, Inc. (the “Company”) issued a press release reporting its financial results for the fiscal quarter and full year ended February 28, 2022. 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

Press Release titled “Accolade Announces Results for Fiscal Fourth Quarter and Full Year 2022,” dated April 28, 2022 furnished herewith

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: April 28, 2022

 

By:

/s/ Stephen Barnes

Stephen Barnes

Chief Financial Officer

Exhibit 99.1

Graphic

Accolade Announces Results for Fiscal Fourth Quarter and Full Year 2022 

Fiscal fourth quarter 2022 revenue of $93.8 million, a 58% increase compared to fiscal fourth quarter 2021 revenue of $59.2 million 
Fiscal year 2022 revenue of $310.0 million, an 82% increase compared to fiscal year 2021 revenue of $170.4 million

SEATTLE, April 28, 2022 -- Accolade, Inc. (NASDAQ: ACCD) today announced financial results for the fiscal fourth quarter and full year ended February 28, 2022.

“Fiscal year 2022 represented a transformational time for Accolade. Our strong financial results validate the strategic moves we made to deliver Personalized Healthcare through both internal innovation and bold acquisitions. Today, our customers and prospects look to Accolade to solve a far more comprehensive set of healthcare challenges, as they look to empower their employees by delivering a superior healthcare experience that is personal, data-driven and value-based,” said Rajeev Singh, Accolade Chief Executive Officer.

“The pipeline for new business is stronger than it has ever been. While we are seeing early selling season momentum across market segments and various industry verticals, market dynamics continue to evolve rapidly in our space. This month, a large customer notified us that they would be ending their service relationship with us after the end of calendar 2022. Coupling this event with the broader macro-environment, we are moderating our top line growth objectives and improving our path to profitability, while continuing to focus on delivering exceptional personalized healthcare services to our customers and the families of their employees. As the leader in the market for personalized healthcare with an unmatched track record of performance, industry leading customers across sectors, and a strong balance sheet, we are well positioned to maintain our discipline and emerge from this period even stronger than we entered.”

Financial Highlights for Fiscal Fourth Quarter and Fiscal Year ended February 28, 2022

Three Months Ended February 28,

%

 

Twelve Months Ended February 28,

%

 

    

2022

    

2021

    

Change(2)

 

2022

    

2021

    

Change(2)

 

(in millions, except percentages)

 

(in millions, except percentages)

 

GAAP Financial Data:

Revenue

$

93.8

$

59.2

58

%

$

310.0

$

170.4

82

%

Net Loss

$

(34.6)

$

(4.7)

(631)

%

$

(123.1)

$

(50.7)

(143)

%

Non-GAAP Financial Data(1):

Adjusted EBITDA

$

1.8

$

2.7

(34)

%

$

(42.4)

$

(26.9)

(57)

%

Adjusted Gross Profit

$

51.0

$

31.9

60

%

$

144.2

$

77.6

86

%

Adjusted Gross Margin

54.4

%

53.8

%

46.5

%

45.6

%

(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, “The fourth quarter of fiscal year 2022 marked the eighth straight quarter of exceeding our financial targets since our IPO in July 2020. We have delivered that consistency by being highly cognizant of the environment we operate in, and planning our business accordingly. It is in that context that we are adjusting our expectations for top line growth while continuing to reduce our Adjusted EBITDA loss consistently as we


drive toward profitability. We significantly outperformed our expectations for Adjusted EBITDA loss in fiscal year 2022 and expect to improve on that result in fiscal years 2023 and 2024, and maintain our expectations for positive Adjusted EBITDA in fiscal year 2025. Our $366 million cash balance, broader customer and solution footprint, and growing addressable market provide a durable foundation for years of growth.”

Financial Outlook

Accolade provides forward-looking guidance on revenue and Adjusted EBITDA, a non-GAAP financial measure.

For the fiscal first quarter ending May 31, 2022, we expect:

Revenue between $81 million and $83 million
Adjusted EBITDA between $(20) million and $(22) million

For the fiscal year ending February 28, 2023, we expect:

Revenue between $350 million and $365 million
Adjusted EBITDA between $(35) million and $(40) million, representing a range of (10)% to (11)% of revenue

Accolade has not reconciled guidance for Adjusted EBITDA to net income (loss), the most directly comparable GAAP measure, and has not provided forward-looking guidance for net income (loss), because there are items that may impact net income (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, April 28, 2022 at 4:30 p.m. E.T. to discuss its financial results. The conference call can be accessed by dialing 1-833-519-1281 for U.S. participants, or 1-914-800-3853 for international participants, referencing conference ID # 1442966; or via a live audio webcast that will be available online at http://ir.accolade.com. A presentation to accompany the conference call will be available via the webcast and will be posted to the investor relations site following the completion of the call. A replay of the call will be available via webcast for on-demand listening shortly after the completion of the call, at the same web link, and will remain available for approximately 90 days.

 

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) provides millions of people and their families with an exceptional healthcare experience that is personal, data driven and value based to help every person live their healthiest life. Accolade solutions combine virtual primary care, mental health support and expert medical opinion services with intelligent technology and best-in-class care navigation. Accolade's Personalized Healthcare approach puts humanity back in healthcare by building relationships that connect people and their families to the right care at the right time to improve outcomes, lower costs and deliver consumer satisfaction. Accolade consistently receives consumer satisfaction ratings over 90%. For more information, visit accolade.com.

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)

    

    

February 28,

2022

2021

Assets

 

  

 

  

Current assets:

 

  

 

  

Cash and cash equivalents

$

365,853

$

433,884

Accounts receivable, net

 

21,116

 

9,112

Unbilled revenue

 

9,685

 

2,725

Current portion of deferred contract acquisition costs

 

3,015

 

2,210

Current portion of deferred financing fees

 

 

93

Prepaid and other current assets

 

9,468

 

5,957

Total current assets

 

409,137

 

453,981

Property and equipment, net

 

11,797

 

9,227

Operating lease right-of-use assets

33,126

Goodwill

 

577,896

 

4,013

Intangible assets, net

 

244,690

 

604

Deferred contract acquisition costs

 

7,205

 

6,067

Other assets

 

1,678

 

1,618

Total assets

$

1,285,529

$

475,510

Liabilities and stockholders’ equity (deficit)

 

  

 

  

Current liabilities:

 

  

 

  

Accounts payable

$

7,837

$

7,390

Accrued expenses and other current liabilities

 

11,000

 

5,412

Accrued compensation

 

39,189

 

35,379

Due to customers

 

16,263

 

5,015

Current portion of deferred revenue

 

30,875

 

25,879

Current portion of operating lease liabilities

6,589

Total current liabilities

 

111,753

 

79,075

Loans payable, net of unamortized issuance costs

 

280,666

 

Operating lease liabilities

32,486

Deferred rent and other noncurrent liabilities

 

4,562

 

5,192

Deferred revenue

 

268

 

395

Total liabilities

 

429,735

 

84,662

Commitments and Contingencies

 

 

  

Stockholders’ equity (deficit)

 

  

 

  

Common stock par value $0.0001; 500,000,000 shares authorized; 67,098,477 and 55,699,052 shares issued and outstanding at February 28, 2022 and 2021, respectively

 

7

 

6

Additional paidin capital

 

1,350,431

 

762,362

Accumulated deficit

 

(494,644)

 

(371,520)

Total stockholders’ equity (deficit)

 

855,794

 

390,848

Total liabilities and stockholders’ equity (deficit)

$

1,285,529

$

475,510


Accolade, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations (unaudited)

(In thousands, except share and per share data)

    

Three Months Ended

Twelve Months Ended

February 28,

February 28,

2022

2021

2022

2021

(in thousands)

(in thousands)

Revenue

$

93,756

$

59,232

$

310,021

$

170,358

Cost of revenue, excluding depreciation and amortization

 

43,593

 

27,620

 

169,019

 

93,673

Operating expenses:

 

 

 

 

Product and technology

 

22,367

 

13,331

 

83,664

 

49,955

Sales and marketing

 

23,631

 

9,871

 

86,765

 

33,711

General and administrative

 

29,470

 

10,992

 

99,106

 

31,584

Depreciation and amortization

 

 

11,641

 

2,121

 

42,608

 

 

8,212

Change in fair value of contingent consideration

(7,134)

(45,416)

Total operating expenses

 

79,975

 

36,315

 

266,727

 

123,462

Loss from operations

 

(29,812)

 

(4,703)

 

(125,725)

 

(46,777)

Interest expense, net

 

(768)

 

(60)

 

(2,905)

 

(3,724)

Other expense

 

(114)

 

(44)

 

(133)

 

(147)

Loss before income taxes

 

(30,694)

 

(4,807)

 

(128,763)

 

(50,648)

Income tax benefit (expense)

 

(3,862)

 

81

 

5,639

 

(4)

Net loss

$

(34,556)

$

(4,726)

$

(123,124)

$

(50,652)

Net loss per share, basic and diluted

$

(0.51)

$

(0.09)

$

(1.93)

$

(1.72)

Weightedaverage common shares outstanding, basic and diluted

 

67,301,856

 

55,390,884

 

63,823,270

 

29,370,594

The following table summarizes the amount of stock-based compensation included in the condensed consolidated statements of operations:

    

Three Months Ended

Twelve Months Ended

February 28,

February 28,

2022

2021

2022

2021

(in thousands)

(in thousands)

Cost of revenue

$

866

$

269

$

3,197

$

948

Product and technology

 

5,253

 

1,175

 

18,744

 

3,387

Sales and marketing

 

3,787

 

881

 

12,822

 

2,376

General and administrative

 

17,206

 

941

 

38,176

 

2,865

Total stockbased compensation

$

27,112

$

3,266

$

72,939

$

9,576


Accolade, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows (unaudited)

(In thousands)

Fiscal Year Ended February 28(29),

    

2022

    

2021

    

2020

Cash flows from operating activities:

 

  

 

  

 

  

Net loss

$

(123,124)

$

(50,652)

$

(51,365)

Adjustments to reconcile net loss to net cash used in operating activities:

 

  

 

  

 

  

Depreciation and amortization expense

 

42,608

 

8,212

 

8,516

Amortization of deferred contract acquisition costs

 

2,945

 

1,657

 

985

Change in fair value of contingent consideration

(45,416)

Deferred income taxes

(6,132)

Noncash interest expense

 

1,673

 

2,252

 

834

Noncash bonus

 

 

 

5,884

Loss on disposal of equipment

 

 

 

299

Stockbased compensation expense

 

72,939

 

9,576

 

6,002

Changes in operating assets and liabilities:

 

 

 

  

Accounts receivable and unbilled revenue

 

(11,829)

 

(10,648)

 

(683)

Accounts payable and accrued expenses

 

69

 

2,991

 

5,838

Deferred contract acquisition costs

 

(4,148)

 

(4,690)

 

(2,399)

Deferred revenue and due to customers

 

13,986

 

(2,700)

 

2,286

Accrued compensation

 

(2,519)

 

16,356

 

(1,671)

Deferred rent and other liabilities

(2,075)

(505)

220

Other assets

 

(1,327)

 

2,919

 

(8,993)

Net cash used in operating activities

 

(62,350)

 

(25,232)

 

(34,247)

Cash flows from investing activities:

 

  

 

  

 

  

Purchase of marketable securities

(99,998)

Sale of marketable securities

99,998

Capitalized software development costs

 

(1,096)

 

(374)

 

Purchases of property and equipment

 

(2,521)

 

(1,991)

 

(3,315)

Cash paid for acquisitions, net of cash acquired

 

(259,996)

 

 

(206)

Earnout payments to MD Insider

(58)

Net cash used in investing activities

 

(263,613)

 

(2,423)

 

(3,521)

Cash flows from financing activities:

 

  

 

  

 

  

Proceeds from public offerings, net of underwriters' discounts and commissions and offering costs

439,410

Proceeds from sale of preferred stock, net

 

 

 

19,943

Proceeds from stock purchases under employee stock purchase plan

4,703

2,379

Proceeds from stock option and warrant exercises

 

8,600

 

9,348

 

6,619

Payments of equity issuance costs

(60)

Payment of debt issuance costs

(8,368)

Payment for purchase of capped calls

(34,443)

Proceeds from borrowings on debt

 

287,500

 

51,166

 

1,660

Repayments of debt principal

 

 

(73,166)

 

Payments related to debt retirement

(753)

Net cash provided by financing activities

 

257,932

 

428,384

 

28,222

Net increase (decrease) in cash and cash equivalents

 

(68,031)

 

400,729

 

(9,546)

Cash and cash equivalents, beginning of period

 

433,884

 

33,155

 

42,701

Cash and cash equivalents, end of period

$

365,853

$

433,884

$

33,155

Supplemental cash flow information:

 

  

 

  

 

  

Interest paid

$

930

$

2,296

$

2,391

Issuance of stock options in lieu of cash bonus

$

$

5,735

$

Fixed assets included in accounts payable

$

161

$

232

$

45

Other receivable related to stock option exercises

$

4

$

97

$

173

Income taxes paid

$

122

$

149

$

55

Common stock issued in connection with acquisitions

$

455,586

$

156

$

6,164

Replacement awards issued in connection with acquisitions

$

6,729

$

$

Offering costs included in prepaid assets and accounts payable and accrued expenses

$

$

$

3,042

Common stock issued in connection with joint development agreement

$

$

$

3,869

Common stock warrants issued in connection with debt

$

$

$

779


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. 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 loss adjusted to exclude interest expense (net), income tax expense (benefit), depreciation and amortization, stock-based compensation, acquisition and integration-related costs, and change in fair value of contingent consideration. 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

Twelve Months Ended

February 28,

    

February 28,

    

2022

2021

2022

2021

(in thousands, except percentages)

(in thousands, except percentages)

Revenue

$

93,756

$

59,232

$

310,021

$

170,358

Less:

  

  

Cost of revenue, excluding depreciation and amortization

(43,593)

(27,620)

(169,019)

(93,673)

Gross profit, excluding depreciation and amortization

50,163

31,612

141,002

76,685

Add:

 

  

 

 

 

 

Stock-based compensation, cost of revenue

 

866

 

269

 

3,197

 

948

 

Adjusted Gross Profit

$

51,029

$

31,881

$

144,199

$

77,633

Gross margin, excluding depreciation and amortization

 

53.5

%  

 

53.4

%  

 

45.5

%  

 

45.0

%  

Adjusted Gross Margin

 

54.4

%  

 

53.8

%  

 

46.5

%  

 

45.6

%  


The following table presents, for the periods indicated, a reconciliation of our Adjusted EBITDA to our net income (loss):

    

Three Months Ended

Twelve Months Ended

February 28,

February 28,

2022

2021

2022

2021

(in thousands)

(in thousands)

Net Loss

$

(34,556)

$

(4,726)

$

(123,124)

$

(50,652)

Adjusted for:

  

Interest expense, net

768

60

2,905

3,724

Income tax expense (benefit)

3,862

(81)

(5,639)

4

Depreciation and amortization

11,641

2,121

42,608

8,212

Stock-based compensation

27,112

3,266

72,939

9,576

Acquisition and integration-related costs

 

11

 

2,050

13,219

 

2,050

Change in fair value of contingent consideration

(7,134)

(45,416)

Other expense

114

44

133

147

Adjusted EBITDA

$

1,818

$

2,734

$

(42,375)

$

(26,939)