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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 27, 2023

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 27, 2023, Accolade, Inc. (the “Company”) issued a press release reporting its financial results for the fiscal quarter and full year ended February 28, 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

Press Release titled “Accolade Announces Results for Fiscal Fourth Quarter and Full Year 2023,” dated April 27, 2023 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 27, 2023

 

By:

/s/ Stephen Barnes

Stephen Barnes

Chief Financial Officer

Exhibit 99.1

Graphic

Accolade Announces Results for Fiscal Fourth Quarter and Full Year 2023 

Fiscal fourth quarter 2023 revenue of $99.0 million, a 6% increase compared to fiscal fourth quarter 2022 revenue of $93.8 million 
Fiscal year 2023 revenue of $363.1 million, a 17% increase compared to fiscal 2022 revenue of $310.0 million

SEATTLE, April 27, 2023 -- Accolade, Inc. (NASDAQ: ACCD) today announced financial results for the fiscal fourth quarter and full year ended February 28, 2023.

“Fiscal year 2023 marked a transformational time for Accolade, as we tightly integrated our acquisitions, greatly expanded our presence across the healthcare ecosystem, and delivered against our financial objectives. We demonstrated strength across the mix of bookings, signing a significant number of new customers and expanding existing relationships. We diversified our business across customer size and verticals, across solutions, and across distribution channels. We increased our footprint with our growing portfolio of offerings. And our competitive advantage continued to grow as evidenced by our win rate and the increasing number of customers who are purchasing more than one of our solutions as bundles. We enter fiscal year 2024 as a more streamlined organization carrying significant momentum on our path to creating the first nationwide, customer-obsessed healthcare delivery company,” said Rajeev Singh, Accolade Chief Executive Officer.

Financial Highlights for Fiscal Fourth Quarter and Fiscal Year ended February 28, 2023

Three Months Ended February 28,

%

 

Twelve Months Ended February 28,

%

 

    

2023

    

2022

    

Change(3)

 

2023

    

2022

    

Change(3)

 

(in millions, except percentages)

 

(in millions, except percentages)

 

GAAP Financial Data:

Revenue

$

99.0

$

93.8

6

%

$

363.1

$

310.0

17

%

Net Loss(1)

$

(30.4)

$

(34.6)

12

%

$

(459.7)

$

(123.1)

(273)

%

Non-GAAP Financial Data(2):

Adjusted EBITDA

$

2.8

$

1.8

56

%

$

(36.5)

$

(42.4)

14

%

Adjusted Gross Profit

$

50.0

$

51.0

(2)

%

$

170.1

$

144.2

18

%

Adjusted Gross Margin

50.5

%

54.4

%

46.8

%

46.5

%

(1) A non-cash goodwill impairment charge of $299.7 million was recorded during the year ended February 28, 2023.

(2) 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."

(3) 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, “Despite the macroeconomic pressures in fiscal 2023, Accolade delivered against our financial objectives, highlighted by more than 30% growth in new ARR bookings and similarly strong growth driven by our virtual primary care offering. We now serve more than 800 customers covering more than 12 million lives. The combination of that scale, our strong balance sheet, and the actions we took in February to align our organization and our cost structure, allows us to improve our expected Adjusted EBITDA loss by nearly 50% vs. our previous guidance, and bring us much closer to achieving positive cash flow.”


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, 2023, we expect:

Revenue between $89 million and $91 million
Adjusted EBITDA between $(15) million and $(18) million

For the fiscal year ending February 29, 2024, we expect:

Revenue of approximately $410 million
Adjusted EBITDA between (2)% and (4)% of revenue, or $(8) million and $(16) million

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, April 27, 2023 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/BIe065384248b84c44a0c07c32b9820deb). 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 LinkedInTwitter, 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)

    

    

February 28,

2023

2022

Assets

 

  

 

  

Current assets:

 

  

 

  

Cash and cash equivalents

$

321,083

$

365,853

Accounts receivable, net

 

23,435

 

21,116

Unbilled revenue

 

3,260

 

9,685

Current portion of deferred contract acquisition costs

 

4,022

 

3,015

Prepaid and other current assets

 

14,149

 

9,468

Total current assets

 

365,949

 

409,137

Property and equipment, net

 

14,763

 

11,797

Operating lease right-of-use assets

29,525

33,126

Goodwill

 

278,191

 

577,896

Intangible assets, net

 

203,202

 

244,690

Deferred contract acquisition costs

 

9,815

 

7,205

Other assets

 

1,624

 

1,678

Total assets

$

903,069

$

1,285,529

Liabilities and stockholders’ equity

 

  

 

  

Current liabilities:

 

  

 

  

Accounts payable

$

10,155

$

7,837

Accrued expenses and other current liabilities

 

11,744

 

11,000

Accrued compensation

 

39,346

 

39,189

Due to customers

 

15,694

 

16,263

Current portion of deferred revenue

 

35,191

 

30,875

Current portion of operating lease liabilities

7,284

6,589

Total current liabilities

 

119,414

 

111,753

Loans payable, net of unamortized issuance costs

 

282,323

 

280,666

Operating lease liabilities

27,189

32,486

Other noncurrent liabilities

 

203

 

4,562

Deferred revenue

 

154

 

268

Total liabilities

 

429,283

 

429,735

Commitments and contingencies

 

 

Stockholders’ equity

 

  

 

  

Common stock par value $0.0001; 500,000,000 shares authorized; 73,089,075 and 67,098,477 shares issued and outstanding at February 28, 2023 and 2022, respectively

 

7

 

7

Additional paidin capital

 

1,428,073

 

1,350,431

Accumulated deficit

 

(954,294)

 

(494,644)

Total stockholders’ equity

 

473,786

 

855,794

Total liabilities and stockholders’ equity

$

903,069

$

1,285,529


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,

2023

2022

2023

2022

(in thousands)

(in thousands)

Revenue

$

99,025

$

93,756

$

363,142

$

310,021

Cost of revenue, excluding depreciation and amortization

 

51,048

 

43,593

 

198,905

 

169,019

Operating expenses:

 

 

 

 

Product and technology

 

24,082

 

22,367

 

101,347

 

83,664

Sales and marketing

 

23,540

 

23,631

 

99,113

 

86,765

General and administrative

 

19,914

 

29,470

 

81,209

 

99,106

Depreciation and amortization

 

 

11,628

 

11,641

 

46,377

 

 

42,608

Goodwill impairment

299,705

Change in fair value of contingent consideration

(7,134)

(45,416)

Total operating expenses

 

79,164

 

79,975

 

627,751

 

266,727

Loss from operations

 

(31,187)

 

(29,812)

 

(463,514)

 

(125,725)

Interest income (expense), net

 

739

 

(768)

 

255

 

(2,905)

Other income (expense)

 

(36)

 

(114)

 

(15)

 

(133)

Loss before income taxes

 

(30,484)

 

(30,694)

 

(463,274)

 

(128,763)

Income tax benefit (expense)

 

51

 

(3,862)

 

3,624

 

5,639

Net loss

$

(30,433)

$

(34,556)

$

(459,650)

$

(123,124)

Net loss per share, basic and diluted

$

(0.42)

$

(0.51)

$

(6.45)

$

(1.93)

Weightedaverage common shares outstanding, basic and diluted

 

72,075,136

 

67,301,856

 

71,279,831

 

63,823,270

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,

2023

2022

2023

2022

(in thousands)

(in thousands)

Cost of revenue

$

1,149

$

866

$

4,794

$

3,197

Product and technology

 

5,950

 

5,253

 

24,995

 

18,744

Sales and marketing

 

4,503

 

3,787

 

17,275

 

12,822

General and administrative

 

6,233

 

17,206

 

25,580

 

38,176

Total stockbased compensation

$

17,835

$

27,112

$

72,644

$

72,939


Accolade, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows (unaudited)

(In thousands)

Fiscal Year Ended February 28,

    

2023

    

2022

    

2021

Cash flows from operating activities:

 

  

 

  

 

  

Net loss

$

(459,650)

$

(123,124)

$

(50,652)

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

 

 

  

 

  

Goodwill impairment

299,705

Depreciation and amortization expense

 

46,377

 

42,608

 

8,212

Amortization of deferred contract acquisition costs

 

3,698

 

2,945

 

1,657

Change in fair value of contingent consideration

(45,416)

Deferred income taxes

(3,997)

(6,132)

Noncash interest expense

 

1,660

 

1,673

 

2,252

Stockbased compensation expense

 

72,644

 

72,939

 

9,576

Changes in operating assets and liabilities:

 

 

 

Accounts receivable and unbilled revenue

 

4,106

 

(11,829)

 

(10,648)

Accounts payable and accrued expenses

 

1,131

 

(1,899)

 

2,991

Deferred contract acquisition costs

 

(7,314)

 

(4,148)

 

(4,690)

Deferred revenue and due to customers

 

3,634

 

13,986

 

(2,700)

Accrued compensation

 

157

 

(2,519)

 

16,356

Other liabilities

1,627

(106)

(505)

Other assets

 

(4,483)

 

(1,328)

 

2,919

Net cash used in operating activities

 

(40,705)

 

(62,350)

 

(25,232)

Cash flows from investing activities:

 

  

 

  

 

  

Capitalized software development costs

 

(5,123)

 

(1,096)

 

(374)

Purchases of property and equipment

 

(2,105)

 

(2,521)

 

(1,991)

Purchase of marketable securities

(99,998)

Sale of marketable securities

99,998

Cash paid for acquisitions, net of cash acquired

 

 

(259,996)

 

Earnout payments to MD Insider

(58)

Net cash used in investing activities

 

(7,228)

 

(263,613)

 

(2,423)

Cash flows from financing activities:

 

  

 

  

 

  

Proceeds from employee stock purchase plan

2,927

4,703

2,379

Proceeds from stock option exercises

 

2,064

 

8,600

 

9,348

Payment of contingent consideration for acquisition

(1,828)

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

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

439,410

Repayments of debt principal

 

 

 

(73,166)

Payments related to debt retirement

(753)

Net cash provided by financing activities

 

3,163

 

257,932

 

428,384

Net increase (decrease) in cash and cash equivalents

 

(44,770)

 

(68,031)

 

400,729

Cash and cash equivalents, beginning of period

 

365,853

 

433,884

 

33,155

Cash and cash equivalents, end of period

$

321,083

$

365,853

$

433,884

Supplemental cash flow information:

 

  

 

  

 

  

Interest paid

$

1,640

$

930

$

2,296

Issuance of stock options in lieu of cash bonus

$

$

$

5,735

Fixed assets included in accounts payable

$

771

$

161

$

232

Other receivable related to stock option exercises

$

13

$

4

$

97

Income taxes paid

$

157

$

122

$

149

Common stock issued in connection with acquisitions

$

$

455,586

$

156

Replacement awards issued in connection with acquisitions

$

$

6,729

$


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 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

Twelve Months Ended

February 28,

    

February 28,

    

2023

2022

2023

2022

(in thousands, except percentages)

(in thousands, except percentages)

Revenue

$

99,025

$

93,756

$

363,142

$

310,021

Less:

  

  

Cost of revenue, excluding depreciation and amortization

(51,048)

(43,593)

(198,905)

(169,019)

Gross profit, excluding depreciation and amortization

47,977

50,163

164,237

141,002

Add:

 

  

 

 

 

 

Stock-based compensation, cost of revenue

 

1,149

 

866

 

4,794

 

3,197

 

Severance costs, cost of revenue

911

1,025

Adjusted Gross Profit

$

50,037

$

51,029

$

170,056

$

144,199

Gross margin, excluding depreciation and amortization

 

48.4

%  

 

53.5

%  

 

45.2

%  

 

45.5

%  

Adjusted Gross Margin

 

50.5

%  

 

54.4

%  

 

46.8

%  

 

46.5

%  


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,

2023

2022

2023

2022

(in thousands)

(in thousands)

Net Loss

$

(30,433)

$

(34,556)

$

(459,650)

$

(123,124)

Adjusted for:

  

Interest expense (income), net

(739)

768

(255)

2,905

Income tax expense (benefit)

(51)

3,862

(3,624)

(5,639)

Depreciation and amortization

11,628

11,641

46,377

42,608

Stock-based compensation

17,835

27,112

72,644

72,939

Acquisition and integration-related costs(1)

 

779

 

11

1,218

 

13,219

Goodwill impairment

299,705

Change in fair value of contingent consideration

(7,134)

(45,416)

Severance costs(2)

3,777

7,065

Other expense

36

114

15

133

Adjusted EBITDA

$

2,832

$

1,818

$

(36,505)

$

(42,375)

(1)For the three and twelve months ended February 28, 2023, acquisition and integration-related costs represent expenses associated with litigation inherited through the PlushCare acquisition. Refer to Note 16 in our consolidated financial statements for further details. For the three and twelve months ended February 28, 2022, acquisition and integration-related costs represent banking, legal, accounting, and consulting fees related to acquisitions.
(2)Severance costs represent expenses associated with workforce realignment actions taken by management.