HEALTHEQUITY, INC. Management's discussion and analysis of financial condition and results of operations (form 10-Q)

The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with our condensed consolidated
financial statements and related notes appearing elsewhere in this Quarterly
Report on Form 10-Q. The following discussion and analysis contains
forward-looking statements that involve risks and uncertainties, as well as
assumptions that, if they never materialize or prove incorrect, could cause our
results to differ materially from those expressed or implied by such
forward-looking statements. Statements that are not purely historical are
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended (the "Securities Act"), and Section 21E of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
Forward-looking statements are often identified by the use of words such as, but
not limited to, "anticipate," "believe," "can," "continue," "could," "estimate,"
"expect," "intend," "may," "plan," "project," "seek," "should," "target,"
"will," "would" and similar expressions or variations intended to identify
forward-looking statements. Such statements include, but are not limited to,
statements concerning our ability to integrate the acquisition of Further, the
impact of the ongoing COVID-19 pandemic on the Company, the anticipated
synergies and other benefits of the acquisitions of WageWorks and Further,
health savings accounts and other tax-advantaged consumer-directed benefits, tax
and other regulatory changes, market opportunity, our future financial and
operating results, our investment and acquisition strategy, our sales and
marketing strategy, management's plans, beliefs and objectives for future
operations, technology and development, economic and industry trends or trend
analysis, expectations about seasonality, opportunity for portfolio purchases
and other acquisitions, operating expenses, anticipated income tax rates,
capital expenditures, cash flows and liquidity. These statements are based on
the beliefs and assumptions of our management based on information currently
available to us. Such forward-looking statements are subject to risks,
uncertainties and other important factors that could cause actual results and
the timing of certain events to differ materially from future results expressed
or implied by such forward-looking statements. Factors that could cause or
contribute to such differences include, but are not limited to, those identified
below, and those discussed in the section titled "Risk factors" included in our
Annual Report on Form 10-K for the fiscal year ended January 31, 2021, this
Quarterly Report on Form 10-Q, and our other reports filed with the SEC.
Furthermore, such forward-looking statements speak only as of the date of this
report. Except as required by law, we undertake no obligation to update any
forward-looking statements to reflect events or circumstances after the date of
such events.

Overview

We are a leader and an innovator in providing technology-enabled services that
empower consumers to make healthcare saving and spending decisions. We use our
innovative technology to manage consumers' tax-advantaged health savings
accounts ("HSAs") and other consumer-directed benefits ("CDBs") offered by
employers, including flexible spending accounts and health reimbursement
arrangements ("FSAs" and "HRAs"), and to administer Consolidated Omnibus Budget
Reconciliation Act ("COBRA"), commuter and other benefits. As part of our
services, we and our subsidiaries provide consumers with healthcare bill
evaluation and payment processing services, personalized benefit information
including information on treatment options and comparative pricing, access to
remote and telemedicine benefits, the ability to earn wellness incentives, and
investment advice to grow their tax-advantaged healthcare savings.
The core of our offerings is the HSA, a financial account through which
consumers spend and save long-term for healthcare expenses on a tax-advantaged
basis. As of October 31, 2021, we administered 6.2 million HSAs, with balances
totaling $16.4 billion, which we call HSA Assets. Also, as of October 31, 2021,
we administered 7.1 million complementary CDBs. We refer to the aggregate number
of HSAs and other CDBs that we administer as Total Accounts, of which we had
13.3 million as of October 31, 2021.
We reach consumers primarily through relationships with their employers, which
we call Clients. We reach Clients primarily through a sales force that calls on
Clients directly, relationships with benefits brokers and advisors, and
integrated partnerships with a network of health plans, benefits administrators,
benefits brokers and consultants, and retirement plan recordkeepers, which we
call Network Partners.
We have increased our share of the growing HSA market from 4% in calendar year
2010 to 17% as of October 31, 2021, measured by HSA Assets. According to
Devenir, we are the largest HSA provider by accounts and second largest by
assets as of June 2021. In addition, we believe we are the largest provider of
other CDBs. We seek to differentiate ourselves through our proprietary
technology, product breadth, ecosystem connectivity, and service-
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driven culture. Our proprietary technology allows us to help consumers optimize
the value of their HSAs and other CDBs and gain confidence and skills in
managing their healthcare costs as part of their financial security.
Our ability to assist consumers is enhanced by our capacity to securely share
data in both directions with others in the health, benefits, and retirement
ecosystems. Our commuter benefits offering also leverages connectivity to an
ecosystem of mass transit, ride hailing, and parking providers. These strengths
reflect our "DEEP Purple" culture of remarkable service to customers and
teammates, achieved by driving excellence, ethics, and process into everything
we do.
We earn revenue primarily from three sources: service, custodial, and
interchange. We earn service revenue mainly from fees paid by Clients on a
recurring per-account per-month basis. We earn custodial revenue mainly from HSA
Assets held at our members' direction in federally insured cash deposits,
insurance contracts or mutual funds, and from investment of Client-held funds.
We earn interchange revenue mainly from fees paid by merchants on payments that
our members make using our physical payment cards and on our virtual payment
system. See "Key components of our results of operations" for additional
information on our sources of revenue, including the adverse impacts caused by
the ongoing COVID-19 pandemic.
WageWorks Acquisition
On August 30, 2019, we completed the acquisition of WageWorks, Inc. (the
"WageWorks Acquisition") and paid approximately $2.0 billion in cash to
WageWorks stockholders, financed through net borrowings of approximately $1.22
billion under our prior term loan facility and approximately $816.9 million of
cash on hand. As a result of the WageWorks Acquisition, WageWorks Inc. became a
wholly owned subsidiary of HealthEquity, Inc.
The key strategy of the WageWorks Acquisition was to enable us to increase the
number of our employer sales opportunities, the conversion of these
opportunities to Clients, and the value of Clients in generating members, HSA
Assets and complementary CDBs. WageWorks' historic strength of selling to
employers directly and through health benefits brokers and advisors complemented
our distribution through Network Partners. With WageWorks' CDB capabilities, we
provide employers with a single partner for both HSAs and other CDBs, which is
preferred by the vast majority of employers according to research conducted for
us by Aite Group. For Clients that partner with us in this way, we believe we
can produce more value by encouraging both CDB participants to contribute to
HSAs and HSA-only members to take advantage of tax savings available through
other CDBs. Accordingly, we believe that there are significant opportunities to
expand the scope of services that we provide to our Clients.
We are continuing our multi-year integration effort that we expect will produce
long-term cost savings and revenue synergies. We have identified opportunities
of approximately $80 million in annualized ongoing net synergies to be achieved
by the end of fiscal year 2022, of which approximately $75 million were achieved
as of October 31, 2021. Furthermore, we anticipate generating additional revenue
synergies over the longer-term as our combined distribution channels and
existing client base take advantage of the broader service offerings and as we
continue to drive member engagement. We estimate non-recurring costs to achieve
these synergies of approximately $110 million resulting from investment in
technology we use to provide our services, and to run our back-office systems,
and from integration of technology, as well as rationalization of cost of
operations. Merger integration expenses attributable to the WageWorks
Acquisition are expected to be completed by the end of fiscal year 2022, with
the exception of ongoing lease expense related to certain WageWorks offices that
have been permanently closed, less any related sublease income. As of
October 31, 2021, we had incurred a total of $104 million of non-recurring
merger integration costs related to the WageWorks Acquisition.
Luum Acquisition
In March 2021, we bolstered our commuter offering by acquiring 100% of the
outstanding capital stock of Fort Effect Corp, d/b/a Luum (the "Luum
Acquisition") for an aggregate purchase price consisting of $50.2 million in
cash and up to $20.0 million in contingent payments payable during the two-year
period following the closing of the Luum Acquisition. On October 31, 2021, we
entered into an amendment to the purchase agreement to pay $6.0 million in
satisfaction of the contingent consideration liability. Luum provides employers
with a suite of commute tools as well as real-time commute data, to help them
design and implement flexible return-to-office and hybrid-workplace strategies
and benefits.
Fifth Third Bank HSA portfolio acquisition
In April 2021, we entered into a definitive agreement with Fifth Third Bank,
National Association ("Fifth Third"), to transition the custody of Fifth Third's
HSA portfolio to HealthEquity. On September 29, 2021, the transaction was
closed, in which we paid a $60.8 million purchase price for a transfer of
approximately 160,000 HSAs and
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$491.0 million of HSA Assets. The agreement includes a mechanism to adjust the
purchase price based on the amount of HSA Assets actually transferred.
Further Acquisition
In April 2021, we entered into a definitive agreement to acquire Further for
$500 million. Further is a leading provider of HSA and other CDB administration
services, with approximately 580,000 HSAs and $1.9 billion of HSA Assets. In
September 2021, the terms of the acquisition were amended pursuant to two
agreements: (1) an amended agreement to acquire Further (other than VEBA, as
described below) for $455 million, which closed on November 1, 2021, and (2) an
agreement to acquire all cash balances and investment assets included in any
voluntary employee beneficiary association ("VEBA") account that is funding a
health reimbursement arrangement (either Section 501(c)(9) or Section 115
trusts) and all contracts related exclusively thereto, subject to satisfaction
of certain customary closing conditions, for a maximum purchase price of $45
million, calculated based on the actual amount of VEBA assets transferred
relative to the total amount of VEBA assets as of April 30, 2021. On December 3,
2021, the parties agreed to terminate the agreement to acquire the Further VEBA
business.
HealthSavings HSA portfolio acquisition
On December 6, 2021, we entered into a definitive agreement with Health Savings
Administrators, L.L.C. ("HealthSavings") to transition the custody of
HealthSavings' HSA portfolio to HealthEquity. The definitive agreement provides
a $60 million purchase price for approximately $1.3 billion of HSA assets held
in approximately 87,000 HSAs. Given that a significant portion of the HSA assets
are currently invested, HealthSavings and HealthEquity are working closely to
coordinate an in-kind transfer of most of the invested assets. The transition of
HealthSavings' HSAs to the HealthEquity platform is expected to be completed in
the first quarter of fiscal 2023.
Key factors affecting our performance
We believe that our future performance will be driven by a number of factors,
including those identified below. Each of these factors presents both
significant opportunities and significant risks to our future performance. See
also "Results of operations - Revenue" for information relating to the ongoing
COVID-19 pandemic and also the section entitled "Risk factors" included in our
Annual Report on Form 10-K for the fiscal year ended January 31, 2021, this
Quarterly Report on Form 10-Q, and our other reports filed with the SEC.
Structural change in U.S. health insurance
We derive revenue primarily from healthcare-related saving and spending by
consumers in the U.S., which are driven by changes in the broader healthcare
industry, including the structure of health insurance. The average premium for
employer-sponsored health insurance has risen by 22% since 2016 and 47% since
2011, resulting in increased participation in HSA-qualified health plans and
HSAs and increased consumer cost-sharing in health insurance more generally. We
believe that continued growth in healthcare costs and related factors will spur
continued growth in HSA-qualified health plans and HSAs and may encourage policy
changes making HSAs or similar vehicles available to new populations such as
individuals in Medicare. However, the timing and impact of these and other
developments in U.S. healthcare are uncertain. Moreover, changes in healthcare
policy, such as "Medicare for all" plans, could materially and adversely affect
our business in ways that are difficult to predict.
Trends in U.S. tax law
Tax law has a profound impact on our business. Our offerings to members,
Clients, and Network Partners consist primarily of services enabled, mandated,
or advantaged by provisions of U.S. tax law and regulations. Changes in tax
policy are speculative, and may affect our business in ways that are difficult
to predict.
Our client base
Our business model is based on a B2B2C distribution strategy, whereby we work
with Network Partners and Clients to reach consumers to increase the number of
our members with HSA accounts and complementary CDBs. We believe that there are
significant opportunities to expand the scope of services that we provide to our
current Clients.
Broad distribution footprint
We believe we have a diverse distribution footprint to attract new Clients and
Network Partners. Our sales force calls on enterprise and regional employers in
industries across the U.S., as well as potential Network Partners from among
health plans, benefits administrators, and retirement plan record keepers.

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Product breadth
We are the largest custodian and administrator of HSAs (by number of accounts),
as well as a market-share leader in each of the major categories of
complementary CDBs, including FSAs and HRAs, COBRA and commuter benefits
administration. Our Clients and their benefits advisors increasingly seek HSA
providers that can deliver an integrated offering of HSAs and complementary
CDBs. With our CDB capabilities, we can provide employers with a single partner
for both HSAs and complementary CDBs, which is preferred by the vast majority of
employers, according to research conducted for us by Aite Group. We believe that
the combination of HSA and complementary CDB offerings significantly strengthens
our value proposition to employers, health benefits brokers and consultants, and
Network Partners as a leading single-source provider.
Our proprietary technology
We believe that innovations incorporated in our technology, which enable us to
better assist consumers to make healthcare saving and spending decisions and
maximize the value of their tax-advantaged benefits, differentiate us from our
competitors and drive our growth. We built on these innovations by combining our
HSA offering with WageWorks' complementary CDB offerings, giving us a full suite
of CDB products, and adding to our solutions set and leadership position within
the HSA sector. We intend to continue to invest in our technology development to
enhance our capabilities and infrastructure, while maintaining a focus on data
security and the privacy of our customers' data. For example, we are making
significant investments in the architecture and infrastructure of the technology
that we use to provide our services to improve our transaction processing
capabilities and support continued account and transaction growth, as well as in
data-driven personalized engagement to help our members spend less, save more,
and build wealth for retirement.
Our "DEEP Purple" service culture
The successful healthcare consumer needs education and guidance delivered by
people as well as by technology. We believe that our "DEEP Purple" culture,
which we define as driving excellence, ethics, and process while providing
remarkable service, is a significant factor in our ability to attract and retain
customers and to address nimbly, opportunities in the rapidly changing
healthcare sector. We make significant efforts to promote and foster DEEP Purple
within our workforce. We invest in and intend to continue to invest in human
capital through technology-enabled training, career development, and advancement
opportunities.
Interest rates
As a non-bank custodian, we contract with federally insured banks and credit
unions, which we collectively call our Depository Partners, and also with
insurance company partners, to hold custodial cash assets on behalf of our
members. We earn a material portion of our total revenue from interest paid to
us by these partners. Custodial cash assets held by our insurance company
partners are held in group annuity contracts and similar arrangements. The
lengths of our agreements with Depository Partners typically range from three to
five years and may have fixed or variable interest rate terms. The terms of new
and renewing agreements with our Depository Partners may be impacted by the
then-prevailing interest rate environment, which in turn is driven by
macroeconomic factors and government policies over which we have no control.
Such factors, and the response of our competitors to them, also determine the
amount of interest retained by our members. We believe that diversification of
Depository Partners and insurance company partners, varied contract terms and
other factors reduce our exposure to short-term fluctuations in prevailing
interest rates and mitigate the short-term impact of sustained increases or
declines in prevailing interest rates on our custodial revenue. Over longer
periods, sustained shifts in prevailing interest rates affect the amount of
custodial revenue we can realize on custodial assets and the interest retained
by our members.
Although interest rates have improved somewhat, we expect our custodial revenue
to continue to be adversely affected by the interest rate cuts by the Federal
Reserve associated with the ongoing COVID-19 pandemic, the lack of demand from
Depository Partners for deposits, and other market conditions that have caused
the interest rates offered by our Depository Partners to decline significantly.
Interest on our five-year senior secured term loan A facility (the "Term Loan
Facility") changes frequently due to variable interest rate terms, and as a
result, our interest expense is expected to fluctuate based on changes in
prevailing interest rates.
Our competition and industry
Our direct competitors are HSA custodians and other CDB providers. Many of these
are state or federally chartered banks and other financial institutions for
which we believe benefits administration services are not a core business. Some
of our direct competitors (including healthcare service companies such as United
Health Group's Optum, Webster Bank, and well-known retail investment companies,
such as Fidelity Investments) are in a position to
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devote more resources to the development, sale, and support of their products
and services than we have at our disposal. In addition, numerous indirect
competitors, including benefits administration service providers, partner with
banks and other HSA custodians to compete with us. Our Network Partners may also
choose to offer competitive services directly, as some health plans have done.
Our success depends on our ability to predict and react quickly to these and
other industry and competitive dynamics.
As a result of the COVID-19 pandemic, we have seen an adverse impact on sales
opportunities, with some opportunities delayed and most now being held
virtually. We have seen a significant decline in the use of commuter benefits
due to many of our members working from home during the outbreak or other
impacts from the outbreak, which has negatively impacted both our interchange
revenue and service revenue, and this "work from home" trend may continue after
the pandemic. We have also seen a decline in interchange revenue across all
other products. The extent to which the COVID-19 pandemic will negatively impact
our business remains highly uncertain and cannot be accurately predicted.
Regulatory environment
Federal law and regulations, including the Affordable Care Act, the Internal
Revenue Code, the Employee Retirement Income Security Act and Department of
Labor regulations, and public health regulations that govern the provision of
health insurance and provide the tax advantages associated with our services,
play a pivotal role in determining our market opportunity. Privacy and data
security-related laws such as the Health Insurance Portability and
Accountability Act, or HIPAA, and the Gramm-Leach-Bliley Act, laws governing the
provision of investment advice to consumers, such as the Investment Advisers Act
of 1940, or the Advisers Act, the USA PATRIOT Act, anti-money laundering laws,
and the Federal Deposit Insurance Act, all play a similar role in determining
our competitive landscape. In addition, state-level regulations also have
significant implications for our business in some cases. For example, our
subsidiary HealthEquity Trust Company is regulated by the Wyoming Division of
Banking, and several states are considering, or have already passed, new privacy
regulations that can affect our business. Various states also have laws and
regulations that impose additional restrictions on our collection, storage, and
use of personally identifiable information. Privacy regulation in particular has
become a priority issue in many states, including California, which in 2018
enacted the California Consumer Privacy Act broadly regulating California
residents' personal information and providing California residents with various
rights to access and control their data, and the new California Privacy Rights
Act. We have also seen an increase in regulatory changes related to our services
due to government responses to the COVID-19 pandemic and may continue to see
additional regulatory changes. Our ability to predict and react quickly to
relevant legal and regulatory trends and to correctly interpret their market and
competitive implications is important to our success.
On March 21, 2021, the American Rescue Plan Act of 2021 ("ARPA") was signed into
law. ARPA temporarily increased the dependent care flexible spending account
contribution limit for the 2021 plan year. It also provided a temporary 100%
subsidy of COBRA premium payments for eligible individuals who lost coverage due
to an involuntary termination or a reduction of hours for up to 6 months.
Our acquisition strategy
We have a successful history of acquiring HSA portfolios and businesses that
strengthen our service offerings. We seek to continue this growth strategy and
are regularly engaged in evaluating different opportunities. We have developed
an internal capability to source, evaluate, and integrate acquired HSA
portfolios. We intend to continue to pursue acquisitions of complementary assets
and businesses that we believe will strengthen our service offering, and our
success depends in part on our ability to successfully integrate acquired
businesses and HSA portfolios with our business in an efficient and effective
manner.
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Key financial and operating metrics
Our management regularly reviews a number of key operating and financial metrics
to evaluate our business, determine the allocation of our resources, make
decisions regarding corporate strategies and evaluate forward-looking
projections and trends affecting our business. We discuss certain of these key
financial metrics, including revenue, below in the section entitled "Key
components of our results of operations." In addition, we utilize other key
metrics as described below.
Total Accounts
The following table sets forth our HSAs, CDBs, and Total Accounts as of and for
the periods indicated:
(in thousands, except percentages)               October 31, 2021             October 31, 2020                 % Change              January 31, 2021
HSAs                                                6,241                        5,460                            14  %                 5,782
New HSAs from sales - Quarter-to-date                 151                          104                            45  %                   370
New HSAs from sales - Year-to-date                    446                          317                            41  %                   687
New HSAs from acquisitions - Year-to-date             160                            -                              n/a                     -
HSAs with investments                                 431                          302                            43  %                   333
CDBs                                                7,085                        7,060                             0  %                 7,028
Total Accounts                                     13,326                       12,520                             6  %                12,810
Average Total Accounts - Quarter-to-date           13,247                       12,084                            10  %                12,659
Average Total Accounts - Year-to-date              13,158                       12,429                             6  %                12,604


The number of our HSAs and CDBs are key metrics because our revenue is driven by
the amount we earn from them. The number of our HSAs increased by approximately
0.8 million, or 14%, from October 31, 2020 to October 31, 2021, due to further
penetration into existing Network Partners, the addition of new Network
Partners, and HSA portfolio acquisitions. The number of our CDBs increased
slightly from October 31, 2020 to October 31, 2021, driven by an increase in
COBRA and HRA accounts, largely offset by a decrease in FSA accounts and also
commuter benefit accounts that are currently suspended due to the COVID-19
pandemic and fewer workers being required to commute to an office. The suspended
commuter accounts continue to be administered on our platform and can be
reinstated at any time. We have excluded the suspended commuter accounts from
our account totals because they are currently not generating revenue for the
Company.
HSA Assets
The following table sets forth HSA Assets as of and for the periods indicated:
                                             October 31,          October 

31,

(in millions, except percentages)                   2021                 2020                 % Change           January 31, 2021
HSA cash with yield (1)                    $   10,410          $     8,759                       19  %       $           9,875
HSA cash without yield (2)                         59                  258                      (77) %                     244
Total HSA cash                                 10,469                9,017                       16  %                  10,119
HSA investments with yield (1)                  5,900                3,255                       81  %                   4,078
HSA investments without yield (2)                  59                  168                      (65) %                     138
Total HSA investments                           5,959                3,423                       74  %                   4,216
Total HSA Assets                               16,428               12,440                       32  %                  14,335
Average daily HSA cash with yield -
Year-to-date                                    9,925                8,445                       18  %                   8,599
Average daily HSA cash with yield -
Quarter-to-date                            $   10,099          $     8,672                       16  %       $           9,060


(1)HSA Assets that generate custodial revenue.
(2)HSA Assets that do not generate custodial revenue.
HSA Assets, which are our HSA members' assets for which we are the custodian or
administrator, or from which we generate custodial revenue, consist of the
following components: (i) HSA cash, which includes cash deposits with our
Depository Partners or other custodians and cash placed in group annuity
contracts with our insurance company partners, and (ii) HSA investments in
mutual funds through our custodial investment fund partners. We are continuing
to transition HSA cash without yield to HSA cash with yield and expect to
complete the transition in fiscal year 2022. Measuring HSA Assets is important
because our custodial revenue is directly affected by average daily custodial
balances for HSA Assets that are revenue generating.
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Total HSA cash increased by $1.5 billion, or 16%, from October 31, 2020 to
October 31, 2021, due primarily to HSA contributions, new HSAs, and acquisitions
of HSA portfolios, partially offset by transfers to HSA investments.
HSA investments increased by $2.5 billion, or 74%, from October 31, 2020 to
October 31, 2021, due primarily to transfers from HSA cash and appreciation of
invested balances.
Total HSA Assets increased by $4.0 billion, or 32%, from October 31, 2020 to
October 31, 2021, due primarily to HSA contributions, new HSAs, acquisitions of
HSA portfolios, and appreciation of invested balances.
Client-held funds
(in millions, except percentages)              October 31, 2021           October 31, 2020                 % Change           January 31, 2021
Client-held funds (1)                      $             811          $             798                        2  %       $             986
Average daily Client-held funds -
Year-to-date (1)                                         849                        847                        -  %                     847
Average daily Client-held funds -
Quarter-to-date (1)                                      796                        819                       (3) %                     848


(1) Client-held funds that generate custodial revenue.
Client-held funds are interest-earning deposits from which we generate custodial
revenue. These deposits are amounts remitted by Clients and held by us on their
behalf to pre-fund and facilitate administration of CDBs. We deposit the
Client-held funds with our Depository Partners in interest-bearing, demand
deposit accounts that have a floating interest rate and no set term or duration.
Client-held funds fluctuate depending on the timing of funding and spending of
CDB balances.
Adjusted EBITDA
We define Adjusted EBITDA, which is a non-GAAP financial metric, as adjusted
earnings before interest, taxes, depreciation and amortization, amortization of
acquired intangible assets, stock-based compensation expense, merger integration
expenses, acquisition costs, gains and losses on equity securities, and certain
other non-operating items. We believe that Adjusted EBITDA provides useful
information to investors and analysts in understanding and evaluating our
operating results in the same manner as our management and our board of
directors because it reflects operating profitability before consideration of
non-operating expenses and non-cash expenses, and serves as a basis for
comparison against other companies in our industry.
The following table presents a reconciliation of net income (loss), the most
comparable GAAP financial measure, to Adjusted EBITDA for the periods indicated:
                                           Three months ended October 31,                Nine months ended October 31,
(in thousands)                                    2021               2020                     2021                2020
Net income (loss)                        $   (5,038)         $   1,789          $       (11,471)         $    3,467
Interest income                                (478)              (174)                  (1,419)               (850)
Interest expense                             11,881              6,952                   25,824              28,110
Income tax provision (benefit)               (4,087)             2,340                  (11,505)              2,015
Depreciation and amortization                13,904             10,253                   38,619              28,580
Amortization of acquired intangible
assets                                       19,642             19,126                   59,745              56,905
Stock-based compensation expense             13,284             11,479                   41,700              30,313
Merger integration expenses                  13,244              8,193                   38,422              31,328
Acquisition costs (gains) (1)                (2,687)                13                    4,917                  79
Gain on equity securities                         -                  -                   (1,677)                  -
Other (2)                                     1,422              1,168                    2,421               4,202
Adjusted EBITDA                          $   61,087          $  61,139          $       185,576          $  184,149


(1)For the nine months ended October 31, 2021, acquisition costs included $0.3
million of stock-based compensation expense.
(2)For the three months ended October 31, 2021, other consisted of amortization
of incremental costs to obtain a contract of $0.8 million and other expenses,
net, of $0.6 million. For the three months ended October 31, 2020, other
consisted of amortization of incremental costs to obtain a contract of $0.6
million and other expenses, net, of $0.6 million. For the nine months ended
October 31, 2021, other consisted of amortization of incremental costs to obtain
a contract of $3.5 million, partially offset by other income, net, of $1.0
million. For the nine months ended October 31, 2020, other consisted of
amortization of incremental costs to obtain a contract of $1.4 million and other
expenses, net, of $2.8 million.
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The following table further sets forth our Adjusted EBITDA as a percentage of
revenue:
                             Three months ended October
                                                    31,                                                 Nine months ended October 31,
(in thousands, except
percentages)                     2021              2020           $ Change              % Change              2021               2020          $ Change              % Change
Adjusted EBITDA            $   61,087       $    61,139       $     (52)                    -  %       $   185,576       $    184,149       $  1,427                     1  %
As a percentage of revenue      34  %            34   %                                                      34  %            34    %


Our Adjusted EBITDA was $61.1 million for each of the three month periods ended
October 31, 2021 and 2020.
Our Adjusted EBITDA increased by $1.4 million, or 1%, from $184.1 million for
the nine months ended October 31, 2020 to $185.6 million for the nine months
ended October 31, 2021, which reflects a similar increase in total revenue from
the nine months ended October 31, 2020 to the nine months ended October 31,
2021.
Our use of Adjusted EBITDA has limitations as an analytical tool, and it should
not be considered in isolation or as a substitute for analysis of our results as
reported under GAAP.
Key components of our results of operations
Revenue
We generate revenue from three primary sources: service revenue, custodial
revenue, and interchange revenue.
Service revenue.  We earn service revenue from the fees we charge our Network
Partners, Clients, and members for the administration services we provide in
connection with the HSAs and other CDBs we offer. With respect to our Network
Partners and Clients, our fees are generally based on a fixed tiered structure
for the duration of the relevant service agreement and are paid to us on a
monthly basis. We recognize revenue on a monthly basis as services are rendered
to our members and Clients.
Custodial revenue.  We earn custodial revenue primarily from HSA Assets
deposited with our Depository Partners and with our insurance company partners,
recordkeeping fees we earn in respect of mutual funds in which our members
invest, and Client-held funds deposited with our Depository Partners. We deposit
HSA cash with our Depository Partners pursuant to contracts that (i) typically
have terms ranging from three to five years, (ii) provide for a fixed or
variable interest rate payable on the average daily cash balances deposited with
the relevant Depository Partner, and (iii) have minimum and maximum required
deposit balances. HSA cash placed with our insurance company partners is placed
in group annuity contracts or similar arrangements. We deposit the Client-held
funds with our Depository Partners in interest-bearing, demand deposit accounts
that have a floating interest rate and no set term or duration. We earn
custodial revenue on HSA Assets and Client-held funds that is based on the
interest rates offered to us by these Depository Partners and insurance company
partners. In addition, once a member's HSA cash balance reaches a certain
threshold, the member is able to invest his or her HSA Assets in mutual funds
through our custodial investment partner. We earn a recordkeeping fee,
calculated as a percentage of custodial investments. We are continuing to
transition HSA cash without yield to HSA cash with yield and expect to complete
the transition in fiscal year 2022.
Interchange revenue.  We earn interchange revenue each time one of our members
uses one of our physical payment cards or virtual platforms to make a purchase.
This revenue is collected each time a member "swipes" our payment card to pay
expenses. We recognize interchange revenue monthly based on reports received
from third parties, namely, the card-issuing banks and card processors.
Cost of revenue
Cost of revenue includes costs related to servicing accounts, managing Client
and Network Partner relationships and processing reimbursement claims.
Expenditures include personnel-related costs, depreciation, amortization,
stock-based compensation, common expense allocations (such as office rent,
supplies, and other overhead expenses), new member and participant supplies, and
other operating costs related to servicing our members. Other components of cost
of revenue include interest retained by members on HSA cash and interchange
costs incurred in connection with processing card transactions for our members.
Service costs.  Service costs include the servicing costs described above.
Additionally, for new accounts, we incur on-boarding costs associated with the
new accounts, such as new member welcome kits, the cost associated with issuance
of new payment cards, and costs of marketing materials that we produce for our
Network Partners.
Custodial costs.  Custodial costs are comprised of interest retained by our HSA
members, in respect of HSA cash with yield, and fees we pay to banking
consultants whom we use to help secure agreements with our Depository
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Partners. Interest retained by HSA members is calculated on a tiered basis. The
interest rates retained by HSA members can change based on a formula or upon
required notice.
Interchange costs.  Interchange costs are comprised of costs we incur in
connection with processing payment transactions initiated by our members. Due to
the substantiation requirement on FSA/HRA-linked payment card transactions,
payment card costs are higher for FSA/HRA card transactions. In addition to
fixed per card fees, we are assessed additional transaction costs determined by
the amount of the transaction.
Gross profit and gross margin
Our gross profit is our total revenue minus our total cost of revenue, and our
gross margin is our gross profit expressed as a percentage of our total revenue.
Our gross margin has been and will continue to be affected by a number of
factors, including interest rates, the amount we charge our Network Partners,
Clients, and members, the mix of our sources of revenue, how many services we
deliver per account, and payment processing costs per account.
Operating expenses
Sales and marketing.  Sales and marketing expenses consist primarily of
personnel and related expenses for our sales and marketing staff, including
sales commissions for our direct sales force, external agent/broker commission
expenses, marketing expenses, depreciation, amortization, stock-based
compensation, and common expense allocations.
Technology and development.  Technology and development expenses include
personnel and related expenses for software development and delivery,
information technology, data management, product, and security. Technology and
development expenses also include software engineering services, the costs of
operating our on-demand technology infrastructure, depreciation, amortization of
capitalized software development costs, stock-based compensation, and common
expense allocations.
General and administrative.  General and administrative expenses include
personnel and related expenses of, and professional fees incurred by our
executive, finance, legal, internal audit, corporate development, compliance,
and people departments. They also include depreciation, amortization,
stock-based compensation, and common expense allocations.
Amortization of acquired intangible assets.  Amortization of acquired intangible
assets results primarily from intangible assets acquired in connection with
business combinations. The assets include acquired customer relationships,
acquired developed technology, and acquired trade names and trademarks, which we
amortize over the assets' estimated useful lives, estimated to be 7-15 years,
2-5 years, and 3 years, respectively. We also acquired intangible HSA portfolios
from third-party custodians. We amortize these assets over the assets' estimated
useful life of 15 years. We evaluate our acquired intangible assets for
impairment annually, or at a triggering event.
Merger integration.  Merger integration expenses include personnel and related
expenses, including severance, professional fees, legal expenses, and facilities
and technology expenses directly related to integration activities to merge
operations as a result of acquisitions.
Interest expense
Interest expense consists of accrued interest expense and amortization of
deferred financing costs associated with our long-term debt. Interest on our
Term Loan Facility changes frequently due to variable interest rate terms, and
as a result, our interest expense is expected to fluctuate based on changes in
prevailing interest rates.
Other income (expense), net
Other income (expense), net, consists of acquisition costs, interest income
earned on corporate cash and other miscellaneous income and expense.
Income tax provision (benefit)
We are subject to federal and state income taxes in the United States based on a
January 31 fiscal year end. We use the asset and liability method to account for
income taxes, under which current tax liabilities and assets are recognized for
the estimated taxes payable or refundable on the tax returns for the current
fiscal year. Deferred tax assets and liabilities are recognized for the future
tax consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases, net operating loss carryforwards, and tax credit carryforwards. Deferred
tax assets and liabilities are measured using enacted statutory tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be realized or settled. Valuation allowances are
established when necessary to reduce net deferred tax assets to the
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amount expected to be realized. As of October 31, 2021, we have recorded an
overall net deferred tax liability on our condensed consolidated balance sheet.
Comparison of the three and nine months ended October 31, 2021 and 2020
Revenue
The following table sets forth our revenue for the periods indicated:
                          Three months ended October 31,                                                       Nine months ended October 31,
(in thousands, except
percentages)                     2021               2020          $ Change              % Change                     2021               2020          $ Change              % Change
Service revenue         $  102,733          $ 104,562          $ (1,829)                   (2) %       $       314,449          $ 319,638          $ (5,189)                   (2) %
Custodial revenue           49,006             48,544               462                     1  %               144,760            142,352             2,408                     2  %
Interchange revenue         28,215             26,245             1,970                     8  %                94,050             83,411            10,639                    13  %
Total revenue           $  179,954          $ 179,351          $    603                     0  %       $       553,259          $ 545,401          $  7,858                     1  %


Service revenue. The $1.8 million, or 2%, decrease in service revenue from the
three months ended October 31, 2020 to the three months ended October 31, 2021
was primarily due to a decrease in CDB accounts due to the COVID-19 pandemic and
efforts to simplify our CDB administrative engagements on our go-forward
platform, partially offset by new revenue from the Luum Acquisition.
The $5.2 million, or 2%, decrease in service revenue from the nine months ended
October 31, 2020 to the nine months ended October 31, 2021 was primarily due to
a decrease in CDB accounts due to the COVID-19 pandemic and efforts to simplify
our CDB administrative engagements on our go-forward platform, partially offset
by new revenue from the Luum Acquisition and an increase in revenue related to
COBRA benefits administration.
Custodial revenue. The $0.5 million, or 1%, increase in custodial revenue from
the three months ended October 31, 2020 to the three months ended October 31,
2021 was primarily due to the $1.4 billion, or 16%, increase in the
year-over-year average daily balance of HSA cash with yield. The increase was
partially offset by a decrease in average annualized yield from 2.08% for the
three months ended October 31, 2020 to 1.72% for the three months ended
October 31, 2021, which was due in part to the interest rate cuts made by the
Federal Reserve in response to the COVID-19 pandemic, and by increased transfers
from HSA cash to HSA investments.
The $2.4 million, or 2%, increase in custodial revenue from the nine months
ended October 31, 2020 to the nine months ended October 31, 2021 was primarily
due to the $1.5 billion, or 18%, increase in the year-over-year average daily
balance of HSA cash with yield. The increase was partially offset by a decrease
in average annualized yield from 2.10% for the nine months ended October 31,
2020 to 1.76% for the nine months ended October 31, 2021, which was due in part
to the interest rate cuts made by the Federal Reserve in response to the
COVID-19 pandemic, and by increased transfers from HSA cash to HSA investments.
We are continuing to transition HSA cash without yield to HSA cash with yield
and expect to complete the transition in fiscal year 2022. This cash is being
placed with our Depository Partners at prevailing interest rates, which we
expect will generate additional custodial revenue.
Interchange revenue. The $2.0 million, or 8%, increase in interchange revenue
from the three months ended October 31, 2020 to the three months ended
October 31, 2021 was primarily due to increased spend per account and an
increase in accounts.
The $10.6 million, or 13%, increase in interchange revenue from the nine months
ended October 31, 2020 to the nine months ended October 31, 2021 was primarily
due to increased spend per account and an increase in accounts.
Total revenue. Total revenue increased $0.6 million, or less than one percent,
from the three months ended October 31, 2020 to the three months ended
October 31, 2021 due to the increases in custodial and interchange revenues,
largely offset by the decrease in service revenue.
Total revenue increased $7.9 million, or 1%, from the nine months ended
October 31, 2020 to the nine months ended October 31, 2021 due to the increases
in custodial and interchange revenues, partially offset by the decrease in
service revenue.
Impact of COVID-19. Our business has been adversely affected by the COVID-19
pandemic, and we expect that it will continue to be adversely affected by the
COVID-19 pandemic, including as a result of the associated interest
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rate cuts by the Federal Reserve and other market conditions that have caused
interest rates to decline significantly, which reduces the yield on funds placed
with our Depository Partners and insurance company partners in this environment.
Sales opportunities have also been impacted, with some opportunities delayed and
most now being held virtually. Our financial results related to certain of our
products have also been adversely affected, such as commuter benefits, due to
many of our members working from home during the outbreak and other impacts from
the outbreak, and the "work from home" trend may continue after the pandemic. In
particular, the recent increased spread of COVID-19 and the associated decisions
by employers to delay return-to-office plans for their employees will further
delay the recovery of use of these commuter benefits. During the initial stages
of the COVID-19 pandemic, we saw a negative impact on our members' spend on
healthcare, which negatively impacted both our interchange revenue and service
revenue, and the current increase in COVID-19 cases has negatively impacted our
interchange revenue and service revenue. In addition, we are required to support
our Clients' open enrollment activities virtually. We may be unable to meet our
service level commitments to our Clients as a result of disruptions to our work
force and disruptions to third-party contracts that we rely on to provide our
services. The extent to which the COVID-19 pandemic will continue to negatively
impact our business remains highly uncertain and as a result may have a material
adverse impact on our business and financial results.
Cost of revenue
The following table sets forth our cost of revenue for the periods indicated:
                        Three months ended October 31,                                                       Nine months ended October 31,
(in thousands, except
percentages)                    2021              2020          $ Change              % Change                     2021               2020          $ Change              % Change
Service costs           $  66,217          $ 65,936          $    281                     -  %       $       204,183          $ 202,195          $  1,988                     1  %
Custodial costs             5,734             4,762               972                    20  %                15,567             14,805               762                     5  %
Interchange costs           4,683             4,095               588                    14  %                15,102             13,985             1,117                     8  %

Total cost of revenue $ 76,634 $ 74,793 $ 1,841

               2  %       $       234,852          $ 230,985          $  3,867                     2  %


Service costs. The $0.3 million, or less than one percent, increase in service
costs from the three months ended October 31, 2020 to the three months ended
October 31, 2021 reflects a similar increase in total revenue from the three
months ended October 31, 2020 to the three months ended October 31, 2021.
The $2.0 million, or 1%, increase in service costs from the nine months ended
October 31, 2020 to the nine months ended October 31, 2021 reflects a similar
increase in total revenue from the three months ended October 31, 2020 to the
three months ended October 31, 2021.
Custodial costs. The $1.0 million, or 20%, increase in custodial costs from the
three months ended October 31, 2020 to the three months ended October 31, 2021
was due to an increase in the average daily balance of HSA cash with yield,
which increased from $8.7 billion for the three months ended October 31, 2020 to
$10.1 billion for the three months ended October 31, 2021 and an associated
increase in interest retained by HSA members, partially offset by a lower
average annualized rate of interest retained by HSA members on HSA cash with
yield, which decreased from 0.18% for the three months ended October 31, 2020 to
0.17% for the three months ended October 31, 2021.
The $0.8 million, or 5%, increase in custodial costs from the nine months ended
October 31, 2020 to the nine months ended October 31, 2021 was due to an
increase in the average daily balance of HSA cash with yield, which increased
from $8.4 billion for the nine months ended October 31, 2020 to $9.9 billion for
the nine months ended October 31, 2021 and an associated increase in interest
retained by HSA members, partially offset by a lower average annualized rate of
interest retained by HSA members on HSA cash with yield, which decreased from
0.20% for the nine months ended October 31, 2020 to 0.17% for the nine months
ended October 31, 2021.
Interchange costs. The $0.6 million, or 14%, increase in interchange costs from
the three months ended October 31, 2020 to the three months ended October 31,
2021 was due to increased spend per account and an increase in accounts.
The $1.1 million, or 8%, increase in interchange costs from the nine months
ended October 31, 2020 to the nine months ended October 31, 2021 was due to
increased spend per account and an increase in accounts.
Total cost of revenue. As we continue to add Total Accounts, we expect that our
cost of revenue will increase in dollar amount to support our Network Partners,
Clients, and members. Cost of revenue will continue to be affected by a number
of different factors, including our ability to scale our service delivery,
Network Partner implementation, account management functions, realized
synergies, and the impact of the COVID-19 pandemic. We expect our cost
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of revenue to increase as a percentage of our total revenue, primarily due to
the Further acquisition and stock-based compensation.
Operating expenses
The following table sets forth our operating expenses for the periods indicated:
                           Three months ended October 31,                                                       Nine months ended October 31,
(in thousands, except
percentages)                       2021              2020          $ Change              % Change                     2021               2020          $ Change              % Change

Sales and marketing $ 12,726 $ 12,880 $ (154)

                 (1) %       $        42,288          $  36,502          $  5,786                    16  %
Technology and
development                   38,070            30,758             7,312                    24  %               111,437             92,490            18,947                    20  %
General and
administrative                20,004            22,099            (2,095)                   (9) %                63,503             61,590             1,913                     3  %
Amortization of acquired
intangible assets             19,642            19,126               516                     3  %                59,745             56,905             2,840                     5  %
Merger integration            13,244             8,193             5,051                    62  %                38,422             31,328             7,094                    23  %

Total operating expenses $ 103,686 $ 93,056 $ 10,630

                 11  %       $       315,395          $ 278,815          $ 36,580                    13  %


Sales and marketing. Sales and marketing expense decreased by $0.2 million, or
1%, from the three months ended October 31, 2020 to the three months ended
October 31, 2021.
The $5.8 million, or 16%, increase in sales and marketing expense from the nine
months ended October 31, 2020 to the nine months ended October 31, 2021 was
primarily due to an increase in marketing expenses from increased staffing and
marketing collateral and increases in team member and partner commissions.
We expect our sales and marketing expenses to increase for the foreseeable
future as we focus on our cross-selling program and marketing campaigns. On an
annual basis, we expect our sales and marketing expenses to continue to increase
as a percentage of our total revenue. However, our sales and marketing expenses
may fluctuate as a percentage of our total revenue from period to period due to
the seasonality of our total revenue and the timing and extent of our sales and
marketing expenses. We expect our sales and marketing expenses to increase as a
percentage of our total revenue, primarily due to the Further acquisition and
stock-based compensation.
Technology and development. The $7.3 million, or 24%, increase in technology and
development expense from the three months ended October 31, 2020 to the three
months ended October 31, 2021 was primarily due to increases in amortization,
stock-based compensation, and personnel-related expenses.
The $18.9 million, or 20%, increase in technology and development expense from
the nine months ended October 31, 2020 to the nine months ended October 31, 2021
was primarily due to increases in amortization, stock-based compensation, and
personnel-related expenses.
We expect our technology and development expenses to increase for the
foreseeable future as we continue to invest in the development and security of
our proprietary technology. On an annual basis, we expect our technology and
development expenses to continue to increase as a percentage of our total
revenue pursuant to our growth initiatives. Our technology and development
expenses may fluctuate as a percentage of our total revenue from period to
period due to the seasonality of our total revenue and the timing and extent of
our technology and development expenses. We expect our technology and
development expenses to increase as a percentage of our total revenue, primarily
due to the Further acquisition and stock-based compensation.
General and administrative. The $2.1 million, or 9%, decrease in general and
administrative expense from the three months ended October 31, 2020 to the three
months ended October 31, 2021 was primarily due to temporary decreases in
personnel-related expenses and professional fees.
The $1.9 million, or 3%, increase in general and administrative expense from the
nine months ended October 31, 2020 to the nine months ended October 31, 2021 was
primarily due to increases in credit losses on trade receivables and stock-based
compensation, partially offset by decreases in personnel-related expenses and
professional fees.
We expect our general and administrative expenses to continue to increase for
the foreseeable future due to the additional demands on our legal, compliance,
accounting, and insurance functions that we incur as we continue to grow our
business. On an annual basis, we expect our general and administrative expenses
to increase as a percentage of our total revenue over the near term pursuant to
our growth initiatives. Our general and administrative expenses may fluctuate as
a percentage of our total revenue from period to period due to the seasonality
of our
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total revenue and the timing and extent of our general and administrative
expenses. We expect our technology and development expenses to increase as a
percentage of our total revenue, primarily due to the Further acquisition and
stock-based compensation.
Amortization of acquired intangible assets. The $0.5 million, or 3%, increase in
amortization of acquired intangible assets from the three months ended
October 31, 2020 to the three months ended October 31, 2021 was primarily due to
the inclusion of amortization related to identified intangible assets acquired
through the Luum Acquisition. The remainder of the increase was due to
amortization of the Fifth Third Bank HSA portfolio and other acquired HSA
portfolios.
The $2.8 million, or 5%, increase in amortization of acquired intangible assets
from the nine months ended October 31, 2020 to the nine months ended October 31,
2021 was primarily due to the inclusion of amortization related to identified
intangible assets acquired through the Luum Acquisition commencing March 8,
2021. The remainder of the increase was due to amortization of acquired HSA
portfolios.
Merger integration. The $13.2 million and $38.4 million in merger integration
expense for the three and nine months ended October 31, 2021, respectively, was
primarily due to personnel and related expenses, including expenses incurred in
conjunction with the migration of accounts, severance, professional fees,
technology-related, and facilities expenses directly related to the WageWorks
Acquisition and additional integration expenses incurred related to the
acquisition of Further. We expect integration expenses totaling approximately
$110 million and $55 million in the aggregate for the WageWorks and Further
acquisitions, respectively. Merger integration expenses attributable to the
WageWorks Acquisition are expected to be completed by the end of fiscal year
2022, with the exception of ongoing lease expense related to certain WageWorks
offices that have been permanently closed, less any related sublease income. As
of October 31, 2021, we had incurred a total of approximately $117 million of
non-recurring merger integration costs related to the WageWorks Acquisition and
the Further acquisition.
Interest expense
The $11.9 million and $25.8 million in interest expense for the three and nine
months ended October 31, 2021, respectively, consisted primarily of interest
accrued on our long-term debt and amortization of debt discount and issuance
costs, as well as a $4.0 million loss on extinguishment of debt recorded during
the three months ended October 31, 2021 as a result of the refinancing of our
prior credit facility. We expect interest expense to increase, primarily as a
result of the interest expense we will incur on the $600.0 million aggregate
principal amount of the Notes issued during the quarter.
Other income (expense), net
The $3.5 million change in other income (expense), net, from expense of $0.4
million during the three months ended October 31, 2020 to income of $3.1 million
during the three months ended October 31, 2021 was due to a $3.2 million gain
resulting from a change in the fair value of contingent acquisition
consideration from the Luum Acquisition and a $0.3 million increase in net other
income.
The $1.8 million decrease in other expense, net, from $2.0 million during the
nine months ended October 31, 2020 to $0.2 million during the nine months ended
October 31, 2021 was due to a $1.7 million gain on the sale of equity
securities, a $0.6 million increase in interest income, and a $4.4 million
increase in net other income, partially offset by a $4.9 million increase in net
acquisition costs, which includes a $2.1 million gain resulting from a change in
the fair value of contingent acquisition consideration from the Luum
Acquisition.
Income tax benefit
Income tax benefit for the three and nine months ended October 31, 2021 was $4.1
million and $11.5 million, respectively, compared to income tax expense of $2.3
million and $2.0 million for the three and nine months ended October 31, 2020,
respectively. The $6.4 million and $13.5 million increase in the income tax
benefit for the three and nine months ended October 31, 2021 compared to the
three and nine months ended October 31, 2020 was primarily due to a decrease in
pre-tax book income and an increase in excess tax benefits on stock-based
compensation expense recognized in the provision for income taxes.
Seasonality
Seasonal concentration of our growth combined with our recurring revenue model
create seasonal variation in our results of operations. Revenue results are
seasonally impacted due to ancillary service fees, timing of HSA contributions,
and timing of card spend. Cost of revenue is seasonally impacted as a
significant number of new and existing Network Partners bring us new HSAs and
CDBs beginning in January of each year concurrent with the start of many
employers' benefit plan years. Before we realize any revenue from these new
accounts, we incur costs related to implementing and supporting our new Network
Partners and new accounts. These costs of services relate
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to activating accounts and hiring additional staff, including seasonal help to
support our member support center. These expenses begin to ramp up during our
third fiscal quarter, with the majority of expenses incurred in our fourth
fiscal quarter.
Liquidity and capital resources
Cash and cash equivalents overview
Our principal sources of liquidity are our current cash and cash equivalents
balances, collections from our service, custodial, and interchange revenue
activities, and availability under our Revolving Credit Facility (as defined
below). We rely on cash provided by operating activities to meet our short-term
liquidity requirements, which primarily relate to the payment of corporate
payroll and other operating costs, payments under our Term Loan Facility, and
capital expenditures.
As of October 31, 2021 and January 31, 2021, cash and cash equivalents were
$649.1 million and $328.8 million, respectively. Cash and cash equivalents as of
October 31, 2021 included $456.6 million of net proceeds we received from our
follow-on public offering in the first quarter of fiscal year 2022 from the sale
of 5,750,000 shares of our common stock, partially offset by $50.2 million used
for the Luum Acquisition, and an additional $60.8 million used to acquire the
Fifth Third Bank HSA portfolio. Subsequent to October 31, 2021, the Company used
the remaining net proceeds from the offering, and other cash on hand, for the
acquisition of Further.
Capital resources
We maintain a "shelf" registration statement on Form S-3 on file with the SEC.
A shelf registration statement, which includes a base prospectus, allows us at
any time to offer any combination of securities described in the prospectus in
one or more offerings. Unless otherwise specified in a prospectus
supplement accompanying the base prospectus, we would use the net proceeds from
the sale of any securities offered pursuant to the shelf registration statement
for general corporate purposes, including, but not limited to, working capital,
sales and marketing activities, general and administrative matters, capital
expenditures, and repayment of indebtedness, and if opportunities arise, for the
acquisition of, or investment in, assets, technologies, solutions or businesses
that complement our business. Pending such uses, we may invest the net proceeds
in interest-bearing securities. In addition, we may conduct concurrent or other
financings at any time.
In the first quarter of fiscal year 2022, we closed a follow-on public offering
of 5,750,000 shares of common stock at a public offering price of $80.30 per
share, less the underwriters' discount. We received net proceeds of $456.6
million after deducting underwriting discounts and commissions of $4.6 million
and other offering expenses of approximately $0.5 million.
On October 8, 2021, the Company completed its offering of $600.0 million
aggregate principal amount of its 4.50% Senior Notes due 2029. In addition, on
October 8, 2021, the Company entered into a Credit Agreement (the "Credit
Agreement") which includes a five-year senior secured term loan A facility, in
an aggregate principal amount of $350.0 million, and a five-year senior secured
revolving credit facility (the "Revolving Credit Facility"), in an aggregate
principal amount of up to $1.0 billion, which may be used for working capital
and general corporate purposes, including the financing of acquisitions and
other investments. The net proceeds from the issuance of the Notes together with
borrowings under the Credit Agreement and $31.8 million of cash on hand, were
used to repay the outstanding borrowings under the prior credit agreement, dated
August 20, 2019. For a description of the terms of the Credit Agreement, refer
to Note 8-Indebtedness. As of October 31, 2021, there were no amounts
outstanding under the Revolving Credit Facility. We were in compliance with all
covenants under the Credit Agreement as of October 31, 2021, and for the period
then ended.
Use of cash
We used $50.2 million of the net proceeds from the follow-on public offering for
the Luum Acquisition and used an additional $60.8 million to acquire the Fifth
Third Bank HSA portfolio. Subsequent to October 31, 2021, the Company used the
remaining net proceeds from the offering, and other cash on hand, for the
acquisition of Further.
Capital expenditures for the nine months ended October 31, 2021 and 2020 were
$56.3 million and $48.6 million, respectively. We expect to continue our current
level of increased capital expenditures for the remainder of the fiscal year
ending January 31, 2022 as we continue to devote a significant amount of our
capital expenditures to improving the architecture and functionality of our
proprietary systems. Costs to improve the architecture of our proprietary
systems include computer hardware, personnel and related costs for software
engineering and outsourced software engineering services.
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We believe our existing cash, cash equivalents, and Revolving Credit Facility
will be sufficient to meet our operating and capital expenditure requirements
for at least the next 12 months. To the extent these current and anticipated
future sources of liquidity are insufficient to fund our future business
activities and requirements, we may need to raise additional funds through
public or private equity or debt financing. In the event that additional
financing is required, we may not be able to raise it on favorable terms, if at
all.
The following table shows our cash flows from operating activities, investing
activities, and financing activities for the stated periods:
                                                           Nine months ended October 31,
(in thousands)                                                       2021   

2020

Net cash provided by operating activities    $        90,438                 $ 120,717
Net cash used in investing activities               (167,946)               

(76,730)

Net cash provided by financing activities            397,834                

63,643

Increase in cash and cash equivalents                320,326                

107,630

Beginning cash and cash equivalents                  328,803                

191,726

Ending cash and cash equivalents             $       649,129

$ 299,356

Cash flows from operating activities. Net cash provided by operating activities
during the nine months ended October 31, 2021 resulted from net loss of $11.5
million, plus depreciation and amortization expense of $98.4 million,
stock-based compensation expense of $41.7 million, amortization of debt discount
and issuance costs of $3.6 million, and a loss on extinguishment of debt of $4.0
million, partially offset by a decrease in the fair value of contingent
consideration of $2.1 million and other non-cash items and working capital
changes totaling $43.7 million.
Net cash provided by operating activities during the nine months ended
October 31, 2020 resulted from net income of $3.5 million, plus depreciation and
amortization expense of $85.5 million, stock-based compensation expense of $30.3
million, and amortization of debt discount and issuance costs of $3.8 million,
partially offset by other non-cash items and working capital changes totaling
$2.4 million.
Cash flows from investing activities. Cash used in investing activities for the
nine months ended October 31, 2021 resulted from the Luum Acquisition for $49.5
million, net of cash acquired, $49.0 million in software and capitalized
software development, $7.3 million in purchases of property and equipment, and
$64.5 million in acquisitions of intangible member assets, partially offset by
$2.4 million of proceeds from the sale of equity securities associated with a
long-term capital investment.
Net cash used in investing activities for the nine months ended October 31, 2020
resulted from $37.2 million in software and capitalized software development,
$11.4 million in purchases of property and equipment, and $28.1 million in
acquisitions of intangible member assets.
Cash flows from financing activities. Net cash provided by financing activities
during the nine months ended October 31, 2021 resulted from $938.2 million of
net proceeds from the issuance of long-term debt, $456.6 million of net proceeds
from our follow-on public offering of 5,750,000 shares of common stock, and the
exercise of stock options of $7.7 million. These items were partially offset by
$1.0 billion of principal payments on our long-term debt and $1.6 million used
in the settlement of Client-held funds obligations.

Net cash provided by financing activities during the nine months ended
October 31, 2020 resulted primarily from $286.8 million of net proceeds from our
follow-on public offering of 5,290,000 shares of common stock and the exercise
of stock options of $4.5 million, partially offset by $223.4 million of
principal payments on our long-term debt and $4.2 million used in the settlement
of Client-held funds obligations.
Contractual obligations
See Note 6-Commitments and contingencies for information about our contractual
obligations.
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Off-balance sheet arrangements
As of October 31, 2021, other than outstanding letters of credit issued under
our Revolving Credit Facility, we did not have any off-balance sheet
arrangements. The majority of the standby letters of credit expire within one
year. However, in the ordinary course of business, we will continue to renew or
modify the terms of the letters of credit to support business requirements. The
letters of credit are contingent liabilities, supported by our Revolving Credit
Facility, and are not reflected on our condensed consolidated balance sheets.
Critical accounting policies and significant management estimates
Our management's discussion and analysis of financial condition and results of
operations are based upon our unaudited condensed consolidated financial
statements, which have been prepared in accordance with GAAP. The preparation of
these unaudited condensed consolidated financial statements requires us to make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues and expenses. On an ongoing basis, we evaluate our critical accounting
policies and estimates. We base our estimates on historical experience and on
various other assumptions that we believe to be reasonable in the circumstances,
the results of which form the basis for making judgments about the carrying
values of assets and liabilities that are not readily apparent from other
sources. Actual results may differ from these estimates under different
assumptions and conditions.
Our significant accounting policies are more fully described in Note 1 of the
accompanying unaudited condensed consolidated financial statements and in Note 1
to our audited consolidated financial statements contained in our Annual Report
on Form 10-K for the fiscal year ended January 31, 2021. There have been no
significant or material changes in our critical accounting policies during the
nine months ended October 31, 2021, as compared to those disclosed in
"Management's discussion and analysis of financial condition and results of
operations - Critical accounting policies and significant management estimates"
in our Annual Report on Form 10-K for the fiscal year ended January 31, 2021.
Recent accounting pronouncements
See Note 1-Summary of business and significant accounting policies within the
interim financial statements included in this Form 10-Q for further discussion.
Item 3. Qualitative and quantitative disclosures about market risk
Market risk
Concentration of market risk. We derive a substantial portion of our revenue
from providing services to tax-advantaged healthcare account holders. A
significant downturn in this market or changes in state and/or federal laws
impacting the preferential tax treatment of healthcare accounts such as HSAs
could have a material adverse effect on our results of operations. During the
nine months ended October 31, 2021 and 2020, no one customer accounted for
greater than 10% of our total revenue. We monitor market and regulatory changes
regularly and make adjustments to our business if necessary.
Inflation. Inflationary factors may adversely affect our operating results.
Although we do not believe that inflation has had a material impact on our
financial position or results of operations to date, a high rate of inflation in
the future may have an adverse effect on our ability to maintain current levels
of expenses as a percentage of revenue if our revenue does not correspondingly
increase with inflation.
Concentration of credit risk
Financial instruments, which potentially subject us to concentrations of credit
risk, consist primarily of cash and cash equivalents. We maintain our cash and
cash equivalents in bank and other depository accounts, which frequently may
exceed federally insured limits. Our cash and cash equivalents as of October 31,
2021 were $649.1 million, the vast majority of which was not covered by federal
depository insurance. We have not experienced any material losses in such
accounts and believe we are not exposed to any significant credit risk with
respect to our cash and cash equivalents. Our accounts receivable balance as of
October 31, 2021 was $84.1 million. We have not experienced any significant
write-offs to our accounts receivable and believe that we are not exposed to
significant credit risk with respect to our accounts receivable; however, the
extent to which the ongoing COVID-19 pandemic will negatively impact our credit
risk remains highly uncertain and cannot be accurately predicted. We continue to
monitor our credit risk and place our cash and cash equivalents with reputable
financial institutions.
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Interest rate risk
HSA Assets and Client-held funds. HSA Assets consist of custodial HSA funds we
hold in custody on behalf of our members. As of October 31, 2021, we held in
custody HSA Assets of approximately $16.4 billion. As a non-bank custodian, we
contract with our Depository Partners and insurance company partners to hold
custodial cash assets on behalf of our members, and we earn a significant
portion of our total revenue from interest paid to us by these partners.
Custodial cash assets held by our insurance company partners are held in group
annuity contracts and similar arrangements. The lengths of our agreements with
Depository Partners typically range from three to five years and have either
fixed or variable interest rates. As HSA Assets increase and existing contracts
with Depository Partners expire, we seek to enter into new contracts with
Depository Partners, the terms of which are impacted by the then-prevailing
interest rate environment. The diversification of HSA Assets placed among our
Depository Partners and insurance company partners, and varied contract terms,
substantially reduces our exposure to short-term fluctuations in prevailing
interest rates and mitigates the short-term impact of a sustained increase or
decline in prevailing interest rates on our custodial revenue. A sustained
decline in prevailing interest rates may negatively affect our business by
reducing the size of the interest rate yield, or yield, available to us and thus
the amount of the custodial revenue we can realize. Conversely, a sustained
increase in prevailing interest rates can increase our yield. An increase in our
yield would increase our custodial revenue as a percentage of total revenue. In
addition, if our yield increases, we expect the spread to also increase between
the interest offered to us by our Depository Partners and insurance company
partners and the interest retained by our members, thus increasing our
profitability. However, we may be required to increase the interest retained by
our members in a rising prevailing interest rate environment. Changes in
prevailing interest rates are driven by macroeconomic trends and government
policies over which we have no control, such as the interest rate cuts by the
Federal Reserve associated with the ongoing COVID-19 pandemic.
Client-held funds are interest earning deposits from which we generate custodial
revenue. As of October 31, 2021, we held Client-held funds of approximately
$811.0 million. These deposits are amounts remitted by Clients and held by us on
their behalf to pre-fund and facilitate administration of our other CDBs. These
deposits are held with Depository Partners. We deposit the Client-held funds
with our Depository Partners in interest-bearing, demand deposit accounts that
have a floating interest rate and no set term or duration. A sustained decline
in prevailing interest rates may negatively affect our business by reducing the
size of the yield available to us and thus the amount of the custodial revenue
we can realize from Client-held funds. Changes in prevailing interest rates are
driven by macroeconomic trends and government policies over which we have no
control.
Cash and cash equivalents. We consider all highly liquid investments purchased
with an original maturity of three months or less to be unrestricted cash
equivalents. Our unrestricted cash and cash equivalents are held in institutions
in the U.S. and include deposits in a money market account that is unrestricted
as to withdrawal or use. As of October 31, 2021, we had unrestricted cash and
cash equivalents of $649.1 million. Due to the short-term nature of these
instruments, we believe that we do not have any material exposure to changes in
the fair value of our cash and cash equivalents as a result of changes in
interest rates.
Long-term debt. As of October 31, 2021, we had $350.0 million outstanding under
our Term Loan Facility and no amounts drawn under our Revolving Credit
Facility. Our overall interest rate sensitivity under these credit facilities is
primarily influenced by any amounts borrowed and the prevailing interest rates
on these instruments. The interest rate on our term loan credit facility and
Revolving Credit Facility is variable and was 1.88% at October 31,
2021. Accordingly, we may incur additional expense if interest rates increase in
future periods. For example, a one percent increase in the interest rate on the
amount outstanding under our credit facilities at October 31, 2021 would result
in approximately $3.5 million of additional interest expense over the next 12
months. The interest rate on our Notes is fixed at 4.50%.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Management, with the participation of the Company's Chief Executive Officer
("CEO") and Chief Financial Officer ("CFO"), has evaluated the effectiveness of
the Company's disclosure controls and procedures as of October 31, 2021, the end
of the period covered by this Quarterly Report on Form 10-Q. The term
"disclosure controls and procedures," as defined in Rules 13a-15(e) and
15d-15(e) under the Exchange Act, means controls and other procedures of a
company that are designed to provide reasonable assurance that the information
required to be disclosed by a company in the reports that it files or submits
under the Exchange Act is recorded, processed, summarized and reported, within
the time periods specified in the SEC's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to
provide reasonable assurance that the
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information required to be disclosed by a company in the reports that it files
or submits under the Exchange Act is accumulated and communicated to the
company's management, including its principal executive and principal financial
officers, or persons performing similar functions, as appropriate, to allow
timely decisions regarding required disclosure. Management recognizes that any
controls and procedures, no matter how well designed and operated, can provide
only reasonable assurance of achieving their objectives and management
necessarily applies its judgment in evaluating the cost-benefit relationship of
possible controls and procedures.
Based on such evaluation, the CEO and CFO have concluded that as of October 31,
2021, the Company's disclosure controls and procedures were not effective
because of the material weaknesses in internal control over financial reporting
described below.
Notwithstanding the ineffective disclosure controls and procedures as a result
of the identified material weaknesses described below, management has concluded
that the condensed consolidated financial statements included elsewhere in this
Quarterly Report on Form 10-Q present fairly, in all material respects, the
Company's financial position, results of operations and cash flows in accordance
with generally accepted accounting principles in the United States of America.
In accordance with interpretive guidance issued by SEC staff, companies are
allowed to exclude acquired businesses from the assessment of internal control
over financial reporting during the first year after completion of an
acquisition and from the assessment of disclosure controls and procedures to the
extent subsumed in such internal control over financial reporting. In accordance
with this guidance, as the Company acquired Luum on March 8, 2021, management's
evaluation and conclusion as to the effectiveness of the Company's disclosure
controls and procedures as of October 31, 2021 excluded the portion of
disclosure controls and procedures that are subsumed by internal control over
financial reporting of Luum. Luum's assets and revenues represented
approximately 1%, excluding the effects of purchase accounting, of the Company's
consolidated total assets and consolidated total revenues as of and for the
fiscal quarter ended October 31, 2021.
Material Weaknesses in Internal Control over Financial Reporting
Management identified certain deficiencies in WageWorks' internal control over
financial reporting that aggregated to material weaknesses in the following
components of the Internal Control - Integrated Framework (2013) issued by the
Committee of Sponsoring Organizations of the Treadway Commission ("COSO
Framework"):
Risk Assessment - The WageWorks subsidiary did not sufficiently identify and
analyze risks arising from changes in the business environment, including risks
arising in connection with the integration of acquisitions and financial system
implementations.
Information and Communication - The WageWorks subsidiary did not establish
cross-functional procedures and policies relating to effective information and
communication necessary to support the functioning of internal control over
financial reporting.
Monitoring - The WageWorks subsidiary did not implement effective monitoring
controls that were responsive to changes in the business or the timely
remediation of identified control deficiencies.
The COSO Framework component material weaknesses described above contributed to
deficiencies at the control activity level that aggregated to the material
weaknesses described below:
A. Accounting Close and Financial Reporting
The WageWorks subsidiary had inadequate process level and monitoring controls in
the area of accounting close and financial reporting specifically, but not
exclusively, around the review of account reconciliations, completeness and
accuracy of data material to financial reporting, accounting estimates and
related cut-off, the establishment, review, and implementation of accounting
policies, and the review of the accuracy and completeness of certain manual and
complex data feeds into journal entries and reconciliations of high-volume
standard transactions.
B. Contract to Cash Process
The Company did not have effective controls around the contract-to-cash life
cycle of service fees, including ineffective process level controls around
billing set-up during customer implementation, managing change to existing
customer billing terms and conditions, timely termination of customers,
implementing complex and/or non-standard billing arrangements that require
manual intervention or manual controls for billing to customers, processing
timely adjustments, lack of robust, established and documented policies to
assess collectability and reserve for revenue, bad debts and accounts
receivable, availability of customer contracts, and reviews of non-standard
contracts.

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C. Information Technology General Controls
The Company did not have effective controls related to information technology
general controls (ITGCs) in the areas of logical access and change-management
over certain information technology systems that supported its financial
reporting processes. The Company's business process controls (automated and
manual) that are dependent on the affected ITGCs were also deemed ineffective
because they could have been adversely impacted.
These material weaknesses resulted in material misstatements of WageWorks'
historical financial statements, which preceded the acquisition, and could
result in a misstatement of our account balances or disclosures that would
result in a material misstatement to the annual or interim condensed
consolidated financial statements that would not be prevented or detected.
Ongoing Integration and Remediation Efforts
Management has assessed the impact of the acquisition of WageWorks on the
Company's internal control over financial reporting and continues to assess
changes driven by the integration of WageWorks with the existing operations at
the consolidated Company. As part of this assessment, management has continued
to evaluate the Company's internal control environment to ensure that it has
appropriate controls in place to mitigate the risks of a material misstatement
to its consolidated financial statements associated with the WageWorks
subsidiary and the Company as a whole.
In response to the COSO Framework component material weaknesses in the WageWorks
subsidiary's internal control over financial reporting, management has taken the
following actions:
•performed its recurring risk assessment and scoping of key systems and business
processes, including a risk assessment at the financial statement assertion
level to ensure that the level of precision of relevant controls is adequate to
address the identified risks;
•dedicated certain senior finance, accounting, operational, and IT leadership
team members to work on remediation efforts and appointed third-party internal
controls advisors to assist with such efforts;
•implemented a periodic assessment to monitor business changes impacting
accounting processes and controls;
•incorporated certain WageWorks processes into the Company's existing
entity-level controls;
•established periodic reporting of the remediation plan progress to the Audit
and Risk Committee of the Company's board of directors;
•formalized documentation underlying processes and controls to promote knowledge
and information transfer across functions and upon personnel changes; and
•continued to monitor the operating effectiveness of the existing entity-level
controls.
Although we have implemented the remediation plans detailed above, certain of
these controls have not yet operated in the current fiscal year for us to
evaluate if the material weakness has been remediated.
In response to the material weakness "A. Accounting Close and Financial
Reporting," management has taken the following actions:
•incorporated certain WageWorks processes into the Company's process-level
controls, including, but not limited to, those that address the monitoring of
the accounting close cycle and enhanced the evaluation of accounting policies;
•redesigned certain processes and controls in conjunction with the enterprise
resource planning "ERP" system migration described below;
•formalized the assessment of the relevancy of information and data used in key
controls, including a plan to design or augment controls to incorporate the
review of the accuracy and completeness of such items; and
•continued to monitor the operating effectiveness of the process-level and
redesigned controls.
Although we have implemented the remediation plan detailed above, these controls
have not been in place and operating for a sufficient period of time for us to
evaluate if the material weakness has been remediated.
In response to the material weakness "B. Contract to Cash Process," management
has taken the following actions:
•continued to execute its plan to consolidate service platforms related to the
contract-to-cash cycle, which will reduce a significant number of manual
business process controls;
•enhanced the design of existing controls including information and data used in
controls, where applicable, and began implementing additional controls to
further strengthen the control environment; and
•implemented a process to assess the design and monitor the operating
effectiveness of the redesigned controls.
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In response to the material weakness "C. Information Technology General
Controls," management has taken the following actions:
•continued to execute its plan to consolidate service platforms, which will
reduce the number of ITGCs in the areas of logical access and change management;
•enhanced the design of existing controls, where applicable, and implemented
additional controls to further strengthen the control environment; and
•implemented a process to assess and enhance the design and monitor the
operating effectiveness of controls related to logical access and change
management for relevant applications and systems.
As we continue to evaluate operating effectiveness and monitor improvements to
our internal control over financial reporting, we may take additional measures
to address control deficiencies or modify the remediation plans described above.
As part of our integration efforts, we have migrated all of our material
operations to a single ERP system for the consolidated Company that will enhance
our business and financial processes and standardize our information systems. We
have re-assessed risks in response to the ERP system migration and the
associated changes to underlying processes. We have redesigned certain controls
in response to the current risks and continue to monitor the operating
effectiveness of the redesigned controls.
Changes in Internal Control Over Financial Reporting
Other than continuing to make progress on the ongoing integration and
remediation efforts described above, there were no changes in the Company's
internal control over financial reporting identified in connection with the
evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that
occurred during the quarter ended October 31, 2021 that has materially affected,
or is reasonably likely to materially affect, the Company's internal control
over financial reporting.
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