UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

Form 8-K/A

Amendment No. 1


 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported)

July 8, 2019

 

Commission File Number: 001-36568

 


 

HEALTHEQUITY, INC.

 


 

Delaware

 

7389

 

52-2383166

(State or other jurisdiction of
incorporation or organization)

 

(Primary Standard Industrial
Classification Code Number)

 

(I.R.S. Employer
Identification Number)

 

15 West Scenic Pointe Drive

Suite 100

Draper, Utah 84020

(801) 727-1000

(Address, including Zip Code, and Telephone Number, including Area Code, of Registrant’s Principal Executive Offices)

 

Not Applicable

(Former name or former address, if changed since last report)

 


 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):

 

o       Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o       Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o       Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o       Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company o

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Common stock, par value $0.0001 per share

 

HQY

 

The NASDAQ Global Select Market

 

 

 


 

EXPLANATORY NOTE

 

This Amendment No. 1 on Form 8-K (the “ Amended Current Report ”) amends the Current Report on Form 8-K of HealthEquity, Inc. (the “ Company ”) originally filed with the Securities and Exchange Commission on July 8, 2019 (the “ Prior Filing ”). Its sole purpose is to correct certain inadvertent errors contained in Exhibit 99.7 of the Prior Filing and to replace in its entirety Exhibit 99.7 of the Prior Filing with Exhibit 99.7 attached to this Amended Current Report.

 

Other than the foregoing, this Amended Current Report speaks as of the original date of the Prior Filing, does not reflect events that may have occurred subsequent to the date of the Prior Filing and does not modify or update in any way disclosures made in the Prior Filing.

 

Item 8.01 Other Events

 

As previously announced, on June 27, 2019, HealthEquity, Inc., a Delaware corporation (“HealthEquity”), and WageWorks, Inc., a Delaware corporation (“WageWorks”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Pacific Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of HealthEquity (“Merger Sub”), pursuant to which Merger Sub will merge with and into WageWorks (the “Merger”), with WageWorks surviving the Merger and becoming a wholly owned subsidiary of HealthEquity. The Merger is currently expected to close by the end of 2019. Consummation of the Merger is subject to the satisfaction or waiver of customary closing conditions, including adoption of the Merger Agreement by WageWorks’s stockholders and the expiration or termination of the waiting period under the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The Merger is not subject to any financing condition.

 

HealthEquity is filing (i) as Exhibit 99.1 to this Current Report on Form 8-K, WageWorks’s audited consolidated financial statements for the fiscal years ended December 31, 2018 and 2017, and for each of the years in the three-year period ended December 31, 2018, (ii) as Exhibit 99.2, WageWorks’s interim unaudited condensed consolidated financial statements as of the fiscal quarter ended March 31, 2019, and for the three months ended March 31, 2019 and 2018, (iii) as Exhibit 99.3, Management’s Discussion and Analysis of Financial Condition and Results of Operations of WageWorks for the year ended December 31, 2018, (iv) as Exhibit 99.4, Management’s Discussion and Analysis of Financial Condition and Results of Operations of WageWorks for the three months ended March 31, 2019 and 2018, (v) as Exhibit 99.5, certain material risks related to WageWorks’s business, financial condition and future results and information related to material pending litigation, (vi) as Exhibit 99.6, information related to WageWorks’s business and operations and (vii) as Exhibit 99.7, unaudited pro forma combined condensed financial information of HealthEquity.

 

Also included in this Current Report on Form 8-K (i) as Exhibit 23.1, is the consent of BDO USA, LLP, an independent registered public accounting firm, with respect to the audited consolidated financial statements of WageWorks as of and for each of the two years in the period ended December 31, 2018, and (ii) as Exhibit 23.2, is the consent of Macias, Gini & O’Connell, LLP, an independent registered public accounting firm with respect to the audited consolidated financial statements of WageWorks, Inc., for the year ended December 31, 2016.

 

Forward-Looking Statements

 

This Form 8-K and the exhibits attached hereto and incorporated herein by reference contain “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including but not limited to, statements regarding the proposed transaction between HealthEquity and WageWorks, the synergies from the proposed transaction, the combined company’s future operating results, HealthEquity’s expectations regarding debt repayment, projections as to the closing date of the proposed transaction, the anticipated benefits of the proposed transaction, future opportunities for HealthEquity upon closing of the proposed transaction, the product offerings of HealthEquity if the proposed transaction is consummated, and the ability of HealthEquity to deliver value to stakeholders. Forward-looking statements reflect current expectations regarding future events, results or outcomes, and are typically identified by words such as “estimate,” “project,” “predict,” “will,” “would,” “should,” “could,” “may,” “might,” “anticipate,” “plan,” “intend,” “believe,” “expect,” “aim,” “goal,” “target,” “objective,” “likely” or similar expressions that convey the prospective nature of events or outcomes. Factors that could cause actual results to differ include, but are not limited to: the conditions to the completion of the proposed transaction, including the receipt of all required regulatory approvals and approval of the stockholders of WageWorks; HealthEquity’s ability to finance the proposed transaction and its ability to generate sufficient cash flows to service and repay such debt; the ability of HealthEquity to successfully integrate WageWorks operations with those of HealthEquity; that such integration may be more difficult, time-consuming or costly than expected; that operating costs, customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers or suppliers) may be greater than expected following the proposed transaction or the public announcement of the proposed transaction; and the retention of certain key employees of WageWorks may be difficult. Although HealthEquity and WageWorks believe the expectations reflected in the forward-looking statements are reasonable, we can give you no assurance these expectations will prove to be correct. Actual events, results and outcomes may differ materially from expectations due to a variety of known and unknown risks, uncertainties and other factors, including those described above. For a detailed discussion of other risk factors, please refer to the risks detailed in HealthEquity’s and WageWorks’s respective filings with the Securities and Exchange Commission, including, without limitation, each company’s most recent Annual Report on Form 10-K and subsequent periodic and current reports. Neither HealthEquity nor WageWorks undertakes any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Forward-looking statements should not be relied upon as representing views as of any date subsequent to the date of this Form 8-K.

 

2


 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits.

 

The following exhibits are being filed as part of this report:

 

Exhibit
No.

 

Description

 

 

 

23.1

 

Consent of BDO USA, LLP in respect of WageWorks, Inc. for the years ended December 31, 2018 and 2017.*

 

 

 

23.2

 

Consent of Macias, Gini & O’Connell, LLP in respect of WageWorks, Inc. for the year ended December 31, 2016.*

 

 

 

99.1

 

Audited consolidated financial statements of WageWorks, Inc. as of December 31, 2018 and 2017 and for each of the years in the three-year period ended December 31, 2018.*

 

 

 

99.2

 

Interim unaudited condensed consolidated financial statements of WageWorks, Inc. as of March 31, 2019 and for the three months ended March 31, 2019 and 2018.*

 

 

 

99.3

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations of WageWorks, Inc. for the year ended December 31, 2018.*

 

 

 

99.4

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations of WageWorks, Inc. for the three months ended March 31, 2019 and 2018.*

 

 

 

99.5

 

Information related to certain material risks related to WageWorks, Inc.’s business, financial condition and future results and information related to material pending litigation.*

 

 

 

99.6

 

Information related to WageWorks, Inc.’s business and operations.*

 

 

 

99.7

 

Unaudited pro forma combined condensed financial information of HealthEquity.**

 


*    Incorporated by reference to the Current Report on Form 8-K filed by the registrant on July 8, 2019

 

**  Filed herewith

 

3


 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be filed on its behalf by the undersigned hereunto duly authorized.

 

 

 

HealthEquity, Inc.

 

 

 

Date: July 9, 2019

 

By:

/s/ Darcy Mott

 

 

 

Name:

Darcy Mott

 

 

 

Title:

Executive Vice President and Chief Financial Officer

 

4


Exhibit 99.7

 

UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL INFORMATION OF HEALTHEQUITY

 

On June 26, 2019, HealthEquity, Inc. (“HealthEquity”, “we”, “us”, “our”), our wholly owned subsidiary Pacific Merger Sub Inc. (“Merger Sub”) and WageWorks, Inc. (“WageWorks”) entered into an agreement and plan of merger (the “Merger Agreement”), pursuant to which, on the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into WageWorks, with WageWorks being the surviving entity and continuing as our wholly owned subsidiary (the “Merger”). The following unaudited pro forma combined condensed financial information of HealthEquity presents the unaudited pro forma combined condensed balance sheet of HealthEquity as of April 30, 2019, and the unaudited pro forma combined condensed statements of operations of HealthEquity for the three months ended April, 2019 and the year ended January 31, 2019.

 

The unaudited pro forma combined condensed balance sheet as of April 30, 2019 combines the historical unaudited consolidated balance sheet of HealthEquity as of April 30, 2019 and the unaudited condensed consolidated balance sheet of WageWorks as of March 31, 2019, and gives effect to the Merger, potential debt financing (the “Financing Transactions”) and a potential offering of equity securities in an amount of $410,000,000 (the “offering”), as if each occurred on April 30, 2019.

 

The unaudited pro forma combined condensed statements of operations for the three months ended April 30, 2019 and the fiscal year ended January 31, 2019, combine the unaudited historical statements of operations of HealthEquity for the three months ended April, 30, 2019 and the fiscal year ended January 31, 2019 and the unaudited statement of income data for WageWorks for the three months ended March 31, 2019 and the fiscal year ended December 31, 2018, and give effect to the Merger, the Financing Transactions and the offering as if each occurred on February 1, 2018, the first day of the fiscal year ended January 31, 2019.

 

The historical financial information has been adjusted to give effect to pro forma adjustments that are (i) directly attributable to the Merger, (ii) factually supportable, and (iii) with respect to the unaudited consolidated condensed statements of income, expected to have a continuing impact on the consolidated entity’s condensed results. The unaudited pro forma combined financial statements are based upon the historical consolidated financial data of HealthEquity and WageWorks, after giving effect to the Merger, the Financing Transactions and the offering as of the dates and for the periods indicated. The unaudited pro forma combined financial statements should be read in conjunction with the financial statements presented, or incorporated by reference, in Exhibits 99.1 and 99.2 to this Current Report on Form 8-K.

 

The unaudited pro forma combined financial statements do not reflect the costs of any integration activities, possible or pending asset dispositions, the benefits that may result from realization of future cost savings from operating efficiencies or revenue synergies that may result from the Merger.

 

The unaudited pro forma combined financial statements are presented for informational purposes only and do not purport to represent what the results of operations or financial condition would have been had the Merger, the Financing Transactions and the offering actually occurred on the dates indicated, nor do they purport to project the results of operations or financial condition of the consolidated company for any future period or as of any future date. The unaudited pro forma combined financial statements have been prepared in advance of the close of the Merger, the Financing Transactions and the offering, and the final amounts recorded upon the closing of the foregoing may differ materially from the information presented herein. The actual debt financing in connection with the Merger may be in a different form than as described herein, and pursuant to the terms of a commitment letter (the “Commitment Letter”), dated as of June 26, 2019, with Wells Fargo Bank, National Association and Wells Fargo Securities, LLC (the “Commitment Parties”), the first $300 million of the gross cash proceeds from the offering will reduce the commitments in respect of a $300 million senior unsecured bridge facility (the “Bridge Facility”), and the remainder of the gross cash proceeds will reduce the commitments in respect of a $1,410 million senior secured term loan facility (the “Term Loan Facility”), in each case, on a dollar-for-dollar basis.

 

The unaudited pro forma combined financial statements have been prepared using the acquisition method of accounting under U.S. generally accepted accounting principles, which are subject to change and interpretation. The acquisition method of accounting is dependent upon certain valuations and other studies that have yet to be completed (see Note 4 below). Accordingly, the pro forma adjustments contained herein are preliminary and have been made solely for the purpose of providing unaudited pro forma combined financial statements. Differences between these preliminary estimates and the final acquisition accounting will occur and these differences could have a material impact on the accompanying unaudited pro forma combined financial statements and the combined company’s future results of operations and financial position.

 

1


 

HealthEquity, Inc.

 

Unaudited Pro Forma Combined Condensed Balance Sheet

 

As of April 30, 2019

 

(In thousands)

 

As of
4/30/2019
Historical
HealthEquity

 

As of
3/31/2019
Historical
WageWorks

 

Offering-
Related
Adjustments

 

 

 

Financing-
Related
Adjustments

 

 

 

Merger-
Related
Adjustments

 

 

 

Pro Forma

 

 

 

 

 

(Note 3)

 

(Note 5)

 

 

 

(Note 6)

 

 

 

(Note 7)

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

329,310

 

$

783,099

 

$

396,700

 

(a)

 

$

1,270,100

 

(a)

 

$

(2,087,960

)

(a)

 

$

691,249

 

Short-term investments

 

 

183,603

 

 

 

 

 

 

 

 

 

(183,603

)

(a)

 

 

Accounts Receivable, net

 

27,022

 

114,426

 

 

 

 

 

 

 

 

 

 

 

 

 

141,448

 

Other Current Assets

 

8,244

 

30,822

 

 

 

 

 

 

 

 

 

 

 

 

 

39,066

 

Total Current Assets

 

364,576

 

1,111,950

 

396,700

 

 

 

1,270,100

 

 

 

(2,271,563

)

 

 

871,763

 

Other investments

 

78,065

 

 

 

 

 

 

 

 

 

 

(77,400

)

(b)

 

665

 

Property and Equipment, net

 

8,481

 

74,378

 

 

 

 

 

 

 

 

 

 

 

 

 

82,859

 

Operating lease right-of-use assets

 

37,367

 

24,095

 

 

 

 

 

 

 

 

 

 

 

 

 

61,462

 

Intangible Assets, net

 

81,437

 

123,762

 

 

 

 

 

 

 

 

 

576,238

 

(c)

 

781,437

 

Goodwill

 

4,651

 

297,409

 

 

 

 

 

 

 

 

 

995,251

 

(d)

 

1,297,311

 

Deferred TaxAsset

 

551

 

1,305

 

 

 

 

 

 

 

 

 

(1,305

)

(e)

 

551

 

Other Assets

 

21,511

 

33,300

 

 

 

 

 

 

 

 

 

 

 

 

 

54,811

 

Total Assets

 

$

596,639

 

$

1,666,199

 

$

396,700

 

 

 

$

1,270,100

 

 

 

$

(778,779

)

 

 

$

3,150,859

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

$

1,964

 

$

53,863

 

 

 

 

 

 

 

 

 

 

 

 

 

$

55,827

 

Accrued compensation

 

8,501

 

29,064

 

 

 

 

 

 

 

 

 

 

 

 

 

37,565

 

Accrued liabilities

 

9,127

 

4,885

 

 

 

 

 

 

 

 

 

 

 

 

 

14,012

 

Customer obligations

 

 

660,437

 

 

 

 

 

 

 

 

 

 

 

 

 

660,437

 

Operating lease liabilities

 

3,786

 

8,069

 

 

 

 

 

 

 

 

 

 

 

 

 

11,855

 

Other current liabilities

 

 

19,197

 

 

 

 

 

 

 

 

 

 

 

 

 

19,197

 

Total Current Liabilities

 

23,378

 

775,515

 

 

 

 

 

 

 

 

 

 

798,893

 

Long-term debt, net of issuance costs

 

 

184,769

 

 

 

 

 

1,270,100

 

(a)

 

(184,769

)

(f)

 

1,270,100

 

Operating lease liabilities, non-current

 

36,243

 

28,455

 

 

 

 

 

 

 

 

 

 

 

 

 

64,698

 

Deferred TaxLiability

 

7,332

 

 

 

 

 

 

 

 

 

 

136,992

 

(e)

 

144,324

 

Other Long-Term Liability

 

387

 

4,773

 

 

 

 

 

 

 

 

 

 

 

 

 

5,160

 

Total Liabilities

 

67,340

 

993,512

 

 

 

 

1,270,100

 

 

 

(47,777

)

 

 

2,283,175

 

Stockholders’ Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred Stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

6

 

41

 

1

 

(a)

 

 

 

 

 

(41

)

(g)

 

7

 

Additional Paid in Capital

 

315,621

 

585,478

 

396,699

 

(a)

 

 

 

 

 

(585,478

)

(g)

 

712,320

 

Treasury stock at cost

 

 

(22,309

)

 

 

 

 

 

 

 

 

22,309

 

(g)

 

 

Accumulated Other Comprehensive Loss

 

 

 

(222

)

 

 

 

 

 

 

 

 

222

 

(g)

 

 

Accumulated Earnings

 

213,672

 

109,699

 

 

 

 

 

 

 

 

 

(168,014

)

(g)

 

155,357

 

Total Stockholders’ Equity

 

529,299

 

672,687

 

396,700

 

 

 

 

 

 

(731,002

)

 

 

867,684

 

Total Liabilities and Stockholders’ Equity

 

$

596,639

 

$

1,666,199

 

$

396,700

 

 

 

$

1,270,100

 

 

 

$

(778,779

)

 

 

$

3,150,859

 

 

The accompanying notes are an integral part of these unaudited pro forma combined condensed financial statements.

 

2


 

HealthEquity, Inc.

 

Unaudited Pro Forma Combined Condensed Statements of Income

 

For the Year Ended January 31, 2019

 

 

 

For the year
ended
1/31/2019

 

For the year
ended
12/31/2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(In thousands, except per share
amounts)

 

Historical
HealthEquity

 

Historical
WageWorks

 

Offering-
Related
Adjustments

 

 

 

Financing-
Related
Adjustments

 

 

 

Merger-
Related
Adjustments

 

 

 

Pro Forma

 

 

 

 

 

(Note 3)

 

(Note 5)

 

 

 

(Note 6)

 

 

 

(Note 8)

 

 

 

 

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Service revenue

 

$

100,564

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

100,564

 

Custodial revenue

 

126,178

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

126,178

 

Interchange revenue

 

60,501

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

60,501

 

WageWorks Revenue

 

 

 

472,184

 

 

 

 

 

 

 

 

 

 

 

 

 

472,184

 

Total revenue

 

287,243

 

472,184

 

 

 

 

 

 

 

 

 

 

759,427

 

Cost of revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Service costs

 

76,858

 

 

 

 

 

 

 

 

 

 

 

1,125

 

(a)

 

77,983

 

Custodial costs

 

14,124

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

14,124

 

Interchange costs

 

15,068

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

15,068

 

WageWorks Cost of revenue

 

 

154,804

 

 

 

 

 

 

 

 

 

 

 

 

 

154,804

 

Total cost of revenue

 

106,050

 

154,804

 

 

 

 

 

 

 

1,125

 

 

 

261,979

 

Gross profit

 

181,193

 

317,380

 

 

 

 

 

 

 

 

 

(1,125

)

 

 

497,448

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales and marketing

 

29,498

 

73,092

 

 

 

 

 

 

 

 

 

1,402

 

(a)

 

103,992

 

Technology and development

 

35,057

 

53,079

 

 

 

 

 

 

 

 

 

2,029

 

(a)

 

90,165

 

General and administrative

 

33,039

 

101,577

 

 

 

 

 

 

 

 

 

3,794

 

(a)

 

138,410

 

Amortization of acquired intangible assets

 

5,929

 

41,456

 

 

 

 

 

 

 

 

 

28,544

 

(b)

 

75,929

 

Employee termination & other charges

 

 

3,792

 

 

 

 

 

 

 

 

 

 

 

 

 

3,792

 

Total operating expenses

 

103,523

 

272,996

 

 

 

 

 

 

 

35,769

 

 

 

412,288

 

Income from operations

 

77,670

 

44,384

 

 

 

 

 

 

 

 

 

(36,894

)

 

 

85,160

 

Other income (expense), net

 

(1,852

)

(4,269

)

 

 

 

 

(63,936

)

(b)

 

10,087

 

(c)

 

(59,970

)

Income before income taxes

 

75,818

 

40,115

 

 

 

 

(63,936

)

 

 

(26,807

)

 

 

25,190

 

Income tax provision (benefit)

 

1,919

 

14,145

 

 

 

 

 

(15,345

)

(c)

 

(6,433

)

(d)

 

(5,714

)

Net income and comprehensive income

 

$

73,899

 

$

25,970

 

$

 

 

 

$

(48,591

)

 

 

$

(20,374

)

 

 

$

30,904

 

(Note 9)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

1.20

 

$

0.65

 

 

 

 

 

 

 

 

 

 

 

 

 

$

0.45

 

Diluted

 

$

1.17

 

$

0.64

 

 

 

 

 

 

 

 

 

 

 

 

 

$

0.44

 

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

 

61,836

 

39,846

 

6,308

 

(a)

 

 

 

 

 

(39,846

)

(b)

 

68,144

 

Basic

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted

 

63,370

 

40,434

 

6,308

 

(a)

 

 

 

 

 

(40,434

)

(b)

 

69,678

 

 

The accompanying notes are an integral part of these unaudited pro forma combined condensed financial statements.

 

3


 

HealthEquity, Inc.

 

Unaudited Pro Forma Combined Condensed Statements of Income

 

For the Three Months Ended April 30, 2019

 

 

 

For the three
months ended
4/30/2019

 

For the three
months ended
3/31/2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(In thousands, except per share
amounts)

 

Historical
HealthEquity

 

Historical
WageWorks

 

Offering-
Related
Adjustments

 

 

 

Financing-
Related
Adjustments

 

 

 

Merger-
Related
Adjustments

 

 

 

Pro Forma

 

 

 

 

 

(Note 3)

 

(Note 5)

 

 

 

(Note 6)

 

 

 

(Note 8)

 

 

 

 

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Service revenue

 

$

26,808

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

26,808

 

Custodial revenue

 

41,952

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

41,952

 

Interchange revenue

 

18,292

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

18,292

 

WageWorks Revenue

 

 

 

118,225

 

 

 

 

 

 

 

 

 

 

 

 

 

118,225

 

Total revenue

 

87,052

 

118,225

 

 

 

 

 

 

 

 

 

 

205,277

 

Cost of revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Service costs

 

20,649

 

 

 

 

 

 

 

 

 

 

 

281

 

(a)

 

20,930

 

Custodial costs

 

4,123

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4,123

 

Interchange costs

 

4,527

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4,527

 

WageWorks Cost of revenue

 

 

39,258

 

 

 

 

 

 

 

 

 

 

 

 

 

39,258

 

Total cost of revenue

 

29,299

 

39,258

 

 

 

 

 

 

 

281

 

 

 

68,838

 

Gross profit

 

57,753

 

78,967

 

 

 

 

 

 

 

 

 

(281

)

 

 

136,439

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales and marketing

 

8,970

 

18,331

 

 

 

 

 

 

 

 

 

351

 

(a)

 

27,652

 

Technology and development

 

10,905

 

16,340

 

 

 

 

 

 

 

 

 

507

 

(a)

 

27,752

 

General and administrative

 

8,709

 

27,909

 

 

 

 

 

 

 

 

 

948

 

(a)

 

37,566

 

Amortization of acquired intangible assets

 

1,491

 

10,851

 

 

 

 

 

 

 

 

 

6,649

 

(b)

 

18,991

 

Total operating expenses

 

30,075

 

73,431

 

 

 

 

 

 

 

8,455

 

 

 

111,961

 

Income from operations

 

27,678

 

5,536

 

 

 

 

 

 

 

(8,736

)

 

 

24,478

 

Other income (expense), net

 

23,600

 

(60

)

 

 

 

 

(16,046

)

(b)

 

(19,618

)

(c)

 

(12,124

)

Income before income taxes

 

51,278

 

5,476

 

 

 

 

(16,046

)

 

 

(28,354

)

 

 

12,354

 

Income tax provision (benefit)

 

9,456

 

1,419

 

 

 

 

 

(3,851

)

(c)

 

(6,805

)

(d)

 

219

 

Net income and comprehensive income

 

$

41,822

 

$

4,057

 

$

 

 

 

$

(12,195

)

 

 

$

(21,549

)

 

 

$

12,135

 

(Note 9)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.67

 

$

0.10

 

 

 

 

 

 

 

 

 

 

 

 

 

$

0.18

 

Diluted

 

$

0.65

 

$

0.10

 

 

 

 

 

 

 

 

 

 

 

 

 

$

0.17

 

Weighted-average number of shares used in computing

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

62,326

 

39,853

 

6,308

 

(a)

 

 

 

 

 

(39,853

)

(b)

 

68,634

 

Diluted

 

63,901

 

40,437

 

6,308

 

(a)

 

 

 

 

 

(40,437

)

(b)

 

70,209

 

 

The accompanying notes are an integral part of these unaudited pro forma combined condensed financial statements.

 

4


 

Notes to Unaudited Pro Forma Combined Financial Statements

 

1.                                       Description of Merger

 

On June 26, 2019, HealthEquity entered into an Agreement and Plan of Merger, referred to herein as the Merger Agreement, to acquire all of the outstanding shares of common stock of WageWorks for cash. Pursuant to the terms of the Merger Agreement, a wholly owned subsidiary of HealthEquity will be merged with and into WageWorks, with WageWorks surviving the merger as a wholly owned subsidiary of HealthEquity, which transaction is referred to herein as the Merger. WageWorks stockholders will receive $51.35 per share in cash for each WageWorks share.

 

Under the Merger Agreement, at the effective time of the Merger, each issued and outstanding share of WageWorks common stock (other than shares (i) owned in treasury by WageWorks, (ii) owned by HealthEquity, Merger Sub or any other direct or indirect wholly owned subsidiary of HealthEquity, and (iii) held by WageWorks stockholders who perfect their appraisal rights with respect to the Merger) will be cancelled and automatically converted into the right to receive $51.35 in cash, without interest (the “Merger Consideration”).

 

Under the Merger Agreement, at the effective time of the Merger, (x) each outstanding WageWorks stock option (whether vested or unvested) will be cancelled and, if the exercise price per share of such stock option is less than $51.35, will be exchanged for an amount of cash, without interest, equal to (1) the Merger Consideration less the applicable exercise price per share with respect to such stock option multiplied by (2) the number of shares covered by such stock option, (y) each outstanding award of WageWorks RSUs subject to only time-based vesting conditions (1) granted prior to June 26, 2019 will fully vest and be entitled to receive the Merger Consideration for each share covered by such award or (2) granted on or after June 26, 2019, will, as of the effective time of the Merger, be assumed by HealthEquity and converted automatically into an award of RSUs covering an adjusted (based on the ratio of the Merger Consideration to the volume weighted average price of a share of common stock of HealthEquity for the 20 trading days ending with the trading day immediately preceding the date of the closing of the Merger) number of shares of common stock of HealthEquity and will be subject to the same terms and conditions applicable to such RSUs immediately prior to the Effective Time, and (z) each outstanding award of WageWorks RSUs granted prior to June 26, 2019 and subject to performance-based vesting conditions (each, a “Performance Unit”) will (1) in the case of any Performance Unit for which the performance period is complete but for which the board of directors of WageWorks has not determined the achievement of the underlying performance goals, vest based on actual performance, (2) in the case of any Performance Unit for which the performance period is incomplete, vest based on target performance, and (3) in the case of any Performance Unit that does not vest in accordance with clause (1) or (2), be cancelled for no consideration. Each Performance Unit that vests according to the previous sentence will be cancelled in exchange for an amount of cash, without interest, equal to the Merger Consideration multiplied by the number of shares covered by such vested Performance Unit.

 

In connection with the Merger, on June 26, 2019, we entered into a commitment letter, referred to herein as the Commitment Letter, with Wells Fargo Bank, National Association, and Wells Fargo Securities, LLC, referred to herein as the Commitment Parties, pursuant to which the Commitment Parties committed to provide senior credit facilities in an aggregate principal amount of $1.91 billion, consisting of (i) a senior secured revolving credit facility in an aggregate principal amount of $200 million, referred to herein as the Revolving Credit Facility, (ii) a senior secured term loan facility in an aggregate principal amount of $1.41 billion, referred to herein as the Term Loan Facility and together with the Revolving Credit Facility, the Senior Facilities, and (iii) a senior unsecured bridge facility in an aggregate principal amount of $300 million, referred to herein as the Bridge Facility and together with the Senior Facilities, the Facilities. Pursuant to the terms of the Commitment Letter, the first $300 million of the gross cash proceeds from the offering will reduce the commitments in respect of the Bridge Facility, and the remainder of the gross cash proceeds will reduce the commitments in respect of the Term Loan Facility, in each case, on a dollar-for-dollar basis.

 

5


 

Because the first $300 million of the gross cash proceeds from the offering will reduce the commitments in respect of the Bridge Facility on a dollar-for-dollar basis, we have assumed for purposes of these unaudited pro forma combined condensed financial statements, that no amounts will be drawn under the Bridge Facility; furthermore, we have assumed for purposes of these unaudited pro forma combined condensed financial statements that no amounts will be drawn under our Revolving Credit Facility.

 

Because these unaudited pro forma combined condensed financial statements have been prepared in advance of the closing of the Merger and the Financing Transactions, the actual debt financing in connection with the Merger may be in a different form than as described herein.

 

2.                                       Basis of Presentation

 

The Merger will be accounted for as a business combination by HealthEquity using the acquisition method of accounting under the provisions of Accounting Standards Codification (“ASC”) Topic 805, Business Combinations, under GAAP. Under the acquisition method of accounting, the total estimated purchase price of an acquisition is allocated to the net tangible and intangible assets acquired and liabilities assumed based on their estimated fair values. Such valuations are based on available information and certain assumptions that management believes are reasonable. The preliminary allocation of the estimated purchase price to the net tangible and intangible assets acquired and liabilities assumed is based on various preliminary estimates. Accordingly, the pro forma adjustments contained herein are preliminary and have been made solely for the purpose of providing these unaudited pro forma combined condensed financial statements. Differences between these preliminary estimates and the final acquisition accounting may occur and these differences could be material. The differences, if any, could have a material impact on the unaudited pro forma combined condensed financial statements presented herein and HealthEquity’s future results of operations and financial position.

 

HealthEquity performed a review of WageWorks’s accounting policies for the purpose of identifying any material differences in significant accounting policies and any accounting adjustments that would be required in connection with adopting uniform policies. Management is not aware of any differences in the accounting policies that could result in material adjustments to the pro forma consolidated financial statements of HealthEquity as a result of conforming the accounting policies except for the presentation of certain financial statement line items as discussed below. However, this assessment is ongoing and these adjustments reflect HealthEquity’s best estimates based upon the information available to date and are preliminary and subject to change once more detailed information is obtained.

 

The final structure and terms of the debt facilities entered into in connection with the financing transactions will be subject to market conditions and may change materially from the assumptions described above. Changes in the assumptions described above would result in changes to various components of the unaudited pro forma combined condensed balance sheet, including cash and cash equivalents, long-term debt and additional paid-in capital, and various components of the unaudited pro forma combined condensed statements of income, including interest expense, earnings per share and weighted-average shares outstanding. Depending upon the nature of the changes, the impact on the unaudited pro forma combined financial statements could be material.

 

The unaudited pro forma combined condensed financial statements are presented for informational purposes only and does not purport to represent what our results of operations or financial condition would have been had the Merger, the Financing Transactions and the offering actually occurred on the date indicated, nor do they purport to project our results of operations or financial condition for any future period or as of any future date.

 

6


 

3.                                       Reclassifications

 

Certain reclassifications were made to the historical financial statements of WageWorks to conform WageWorks’s financial statement line item presentation to HealthEquity’s presentation. This assessment is ongoing, and these adjustments reflect HealthEquity’s best estimates based upon the information available to date and are preliminary and subject to change once more detailed information is obtained. The reclassification identified to date include the following:

 

WageWorks reclassifications in the unaudited pro forma combined condensed balance sheet as of March 31, 2019

 

(in thousands)

 

Before
Reclassification

 

Reclassification

 

After
Reclassification

 

AP and accruals

 

53,863

 

(53,863

)(a)

 

Accounts payable

 

 

 

53,863

(a)

53,863

 

AP and accruals

 

29,064

 

(29,064

)(b)

 

Accrued compensation

 

 

 

29,064

(b)

29,064

 

AP and accruals

 

4,885

 

(4,885

)(c)

 

Accrued liabilities

 

 

 

4,885

(c)

4,885

 

Restricted cash

 

333

 

(333

)(d)

 

Cash and cash equivalents

 

 

 

333

(d)

333

 

 


(a)                                  Represents the reclassification of Accounts payable to providers classified as Accounts payable and Accrued expenses on WageWorks’s balance sheet into Accounts payable to conform to HealthEquity’s balance sheet presentation.

 

(b)                                  Represents the reclassification of Accrued compensation classified as Accounts payable and Accrued expenses on WageWorks’s balance sheet into Accrued compensation to conform to HealthEquity’s balance sheet presentation.

 

(c)                                   Represents the reclassification of Other accruals classified as Accounts payable and Accrued expenses on WageWorks’s balance sheet into Accrued liabilities to conform to HealthEquity’s balance sheet presentation.

 

(d)                                  Represents the reclassification of Restricted cash on WageWorks’s balance sheet into Cash and cash equivalents to conform to HealthEquity’s balance sheet presentation.

 

WageWorks reclassifications in the unaudited pro forma combined condensed statements of income for the year ended December 31, 2018

 

(in thousands)

 

Before
Reclassification

 

Reclassification

 

After
Reclassification

 

Healthcare revenue

 

274,861

 

(274,861

)(e)

 

COBRA revenue

 

106,161

 

(106,161

)(e)

 

Commuter revenue

 

75,936

 

(75,936

)(e)

 

Other revenue

 

15,226

 

(15,226

)(e)

 

WageWorks Revenue

 

 

 

472,184

(e)

472,184

 

Interest income

 

5,849

 

(5,849

)(f)

 

Interest expense

 

(10,087

)

10,087

(f)

 

Other income (expense), net

 

 

 

(4,238

)(f)

(4,238

)

 


(e)                                   Represents the reclassification of Healthcare, COBRA, Commuter, and Other revenue on WageWorks’s statement of income into the single line item WageWorks Revenue.

 

7


 

(f)                                    Represents the reclassification of a portion of interest income and interest expense on WageWorks’s statement of income into Other income (expense), net, to conform to HealthEquity’s statement of income presentation.

 

WageWorks reclassifications in the unaudited pro forma combined condensed statements of income for the three months ended March 31, 2019

 

(in thousands)

 

Before
Reclassification

 

Reclassification

 

After
Reclassification

 

Healthcare revenue

 

71,974

 

(71,974

)(g)

 

COBRA revenue

 

23,589

 

(23,589

)(g)

 

Commuter revenue

 

19,340

 

(19,340

)(g)

 

Other revenue

 

3,322

 

(3,322

)(g)

 

WageWorks Revenue

 

 

 

118,225

(g)

118,225

 

Interest expense

 

(2,709

)

2,709

(h)

 

Other income, net

 

2,649

 

(2,649

)(h)

 

Other income (expense), net

 

 

 

(60

)(h)

(60

)

 


(g)                                   Represents the reclassification of Healthcare, COBRA, Commuter, and Other revenue on WageWorks’s statement of income into the single line item WageWorks Revenue.

 

(h)                                  Represents the reclassification of a portion of interest income and interest expense on WageWorks’s statement of income into Other income (expense), net, to conform to HealthEquity’s statement of income presentation.

 

As our assessment of the WageWorks historical accounting policies and presentation is ongoing, we are currently unable to accurately allocate WageWorks’s revenue line items to HealthEquity’s historical presentation. In addition, WageWorks has historically reported a single cost of sales line item, and as our assessment of WageWorks’s historical accounting policies and presentation is ongoing, we are unable at this time to allocate this single line item between HealthEquity’s line items for service costs, custodial costs and interchange costs. As a result, for purposes of these unaudited pro forma combined condensed statements of operations, we have presented WageWorks’s revenue and cost of sales as separate line items. We expect to finalize our assessment of WageWorks’s historical accounting policies and presentation subsequent to the closing date of the Merger, referred to herein as the Closing Date.

 

4.                                       Preliminary Purchase Price Allocation

 

These pro forma adjustments include a preliminary allocation of the estimated purchase price required under the Merger Agreement to the estimated fair value of assets acquired and liabilities assumed at the Closing Date, with the excess recorded as Goodwill; however, a detailed analysis has not been completed and actual results may differ from these estimates. The final allocation of the purchase price required under the Merger Agreement could differ materially from the preliminary allocation primarily because market prices, interest rates and other valuation variables will fluctuate over time and be different at the Closing Date compared to the amounts assumed for these pro forma adjustments.

 

8


 

The following is a summary of the estimated purchase price required under the Merger Agreement and preliminary purchase price allocation giving effect to the Merger as if it had been completed on April 30, 2019:

 

(in thousands)

 

As of
Apr. 30, 2019

 

Estimated cash consideration for Merger

 

$

2,028,479

 

Fair value of existing equity investment in WageWorks

 

77,400

 

Estimated purchase consideration

 

$

2,105,879

 

Cash

 

$

598,330

 

Short-term investments

 

183,603

 

Trade receivables, net

 

114,426

 

Other current assets

 

30,822

 

Property, plant and equipment, net

 

74,378

 

Operating lease ROU assets

 

24,095

 

Intangible assets, net

 

700,000

 

Goodwill

 

1,292,660

 

Other assets

 

33,300

 

Total assets acquired

 

3,051,614

 

Accounts payable, accrued expenses and other current liabilities

 

(107,009

)

Operating lease liabilities

 

(36,524

)

Customer obligations

 

(660,437

)

Deferred tax liability

 

(136,992

)

Other long-term liabilities

 

(4,773

)

Fair value of net assets acquired

 

$

2,105,879

 

 

WageWorks’s long-term debt includes change-of-control provisions and therefore will be paid off prior to the Closing Date and will not be assumed by HealthEquity.

 

5.                                       Offering Pro Forma Adjustments

 

Gross proceeds from the offering are estimated to be $410.0 million, calculated as the sale of approximately 6.3 million shares of our common stock at a price of approximately $65.00 per share, adjusted for issuance costs as follows:

 

(a)                                  Adjustment to cash consists of the following:

 

(in thousands)

 

As of
Apr 30, 2019

 

Gross proceeds raised from the offering

 

$

410,000

 

Cash paid for fees related to the offering

 

(13,300

)

Estimated net proceeds from the offering

 

$

396,700

 

 

The estimated price per share of $65.00 was estimated based on HealthEquity’s closing price per share on July 5, 2019. The actual proceeds from the offering may differ from the amount presented in the table above. A hypothetical $2 change in the price per share of HealthEquity’s common stock, all other factors remaining constant, would result in a corresponding increase or decrease in the total gross proceeds of approximately $13 million.

 

9


 

6.                                       Term Loan Financing Related Pro Forma Adjustments

 

(a)                                  Adjustment to cash consists of the following:

 

(in thousands)

 

As of
Apr 30, 2019

 

Amounts borrowed under the Five Year Term Loan

 

1,300,000

 

Cash paid for financing fees related to the Five Year Term Loan

 

(29,900

)

Estimated net proceeds from the Financing

 

$

1,270,100

 

 

(b)                                  Using an assumed effective interest rate of 4.94%, we estimated interest expense of $63.9 million for the year ended January 31, 2019 and $16.0 million three months ended April 30, 2019.

 

The adjustment to interest expense assumes the principal, stated amount, assumed rates on the Term Loan Facility do not change from those assumed; however, a 0.125% change in the respective variable interest rate of the Term Loan Facility would result in an increase or decrease in pro forma interest expense of approximately $1.6 million for the year ended January 31, 2019 and approximately $0.4 million for the three months ended April 30, 2019.

 

(c)                                   Adjustment to record the income tax impacts of the Term Loan Facility related pro forma adjustments using an assumed statutory tax rate of 24.0% for the year ended January 31, 2019 and three months ended April 30, 2019. These rates do not reflect HealthEquity’s effective tax rate, which includes other items and may differ from the rates assumed for purposes of preparing these pro forma combined condensed financial statements.

 

The actual debt financing in connection with the Merger may be in a different form than as described herein, and the actual amount of the Term Loan Facility funded in connection with the Merger may be less than as described, which would reduce the interest expense in connection such debt financing.

 

7.                                       Merger Related Pro Forma Combined Condensed Balance Sheet Adjustments

 

(a)                                  Adjustment to cash consists of the following:

 

(in thousands)

 

As of
Apr. 30, 2019

 

Base Merger Cash Consideration

 

$

2,028,479

 

Plus: Repayment of WageWorks debt subject to change-of-control provisions

 

$

184,769

 

Plus: Other estimated transaction fees and expenses

 

58,315

 

Plus: Cash from liquidation of WageWorks short-term investments

 

(183,603

)

Merger related adjustments to cash

 

$

2,087,960

 

 

The estimated Merger Consideration is preliminary and may differ from the estimates presented herein based on movements in WageWorks working capital balances and other account movements.

 

(b)                                  Adjustment to eliminate HealthEquity’s $77.4 million equity investment in WageWorks.

 

(c)                                   Adjustment to eliminate WageWorks’ historical intangible assets, net of $123.8 million and to recognize the estimated fair value of intangible assets acquired consisting of $700.0 million in customer relationships.

 

(d)                                  Adjustment to eliminate WageWorks’ historical goodwill of $297.4 million and to recognize goodwill of the proposed WageWorks acquisition of $1,292.7 million. Goodwill is calculated as the difference between the estimated purchase price and the fair value of identifiable tangible and intangible assets acquired, net of liabilities assumed. The adjustment is preliminary and

 

10


 

subject to change based upon final determination of the fair value of assets acquired and liabilities assumed and finalization of the purchase price.

 

The fair value of acquired customer relationships was determined using benchmark data from similar transactions in similar industries. The above fair value estimate is preliminary and subject to change and could vary materially from the actual adjustment on the consummation date.

 

(e)                                   Adjustment to deferred tax liability is as follows:

 

(in thousands)

 

As of
Apr. 30, 2019

 

Incremental increase to intangible assets that do not have tax basis

 

$

138,297

 

Reclassification of WageWorks historical deferred tax asset

 

(1,305

)

Total adjustment to deferred tax liability

 

$

136,992

 

 

(f)                                    Adjustment to eliminate $184.8 million of WageWorks’ long-term debt that pursuant to change-of-control provisions will be repaid at time of merger and not assumed by HealthEquity.

 

(g)                                   Adjustment to total equity consists of the following:

 

(in thousands)

 

As of
Apr. 30, 2019

 

Eliminate WageWorks’ historical equity

 

$

(672,687

)

Adjustment to accrue for estimated transaction fees and expenses incurred

 

(58,315

)

Total adjustment to equity

 

$

(731,002

)

 

8.                                       Merger Related Pro Forma Combined Condensed Statements of Income Adjustments

 

(a)                                  Adjustment represents the increase in stock compensation expense related to $33.4 million of WageWorks restricted share unit awards promised but not granted prior to the Merger Agreement that HealthEquity will grant pursuant to the Merger Agreement. The shares granted under the award will be determined based on the closing price on the date of grant. For purposes of the pro forma combined condensed statements of income, estimated stock compensation expense was recorded on a straight-line basis over an estimated four year term of the awards.

 

(b)                                  Adjustment represents the increase in the amortization of intangible assets associated with the respective step-up in the fair value of acquired identifiable intangible assets. For purposes of the pro forma combined condensed statements of income, estimated amortization expense was recorded on a straight-line basis over the assumed 10 year useful life of the acquired intangible assets.

 

If the estimated fair value of the intangible assets acquired would increase or decrease from the preliminary estimate by $100 million, annual amortization expense would increase or decrease by $10 million, if amortized on straight line basis over the estimated life of the acquired intangible assets.

 

(c)                                   Adjustments for the three months ended April 30, 2019 include the elimination of (i) of $2.7 million of interest expense related to historical WageWorks indebtedness that for pro forma purposes is assumed to be immediately repaid by HealthEquity upon close of the Merger, and (ii) $1.2 million of merger related costs incurred by HealthEquity in the quarter ended April 30, 2019, offset by (iii) the elimination of $23.5 million unrealized gain on the HealthEquity investment in WageWorks. Adjustments for the year ended January 31, 2019

 

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include the elimination of $10.1 million of interest expense related to historical WageWorks indebtedness that is assumed to be repaid for pro forma purposes.

 

(d)                                  Adjustment to record the income tax impacts of the pro forma adjustments using an assumed statutory tax rate of 24.0% for the year ended January 31, 2019 and the three months ended April 30, 2019. These rates do not reflect HealthEquity’s effective tax rate, which includes other items and may differ from the rates assumed for purposes of preparing these statements.

 

9.                                       Earnings Per Share

 

The unaudited pro forma combined basic and diluted earnings per share (“EPS”) for the year ended January 31, 2019 and the three months ended April 30, 2019 are based on pro forma income reflecting the adjustments discussed above divided by the basic and diluted pro forma weighted-average number of common shares outstanding.

 

The unaudited pro forma basic EPS are calculated as follows:

 

(in thousands, except per share amounts)

 

Year ended
January 31, 2019

 

Three months
ended
Apr. 30, 2019

 

Pro forma net income

 

$

30,904

 

$

12,135

 

Pro forma basic weighted-average common shares outstanding

 

68,144

 

68,634

 

Pro forma basic EPS

 

$

0.45

 

$

0.18

 

 

Should the underwriters fully exercise their option to purchase additional shares of common stock, which is limited to a maximum            million additional shares, our pro forma weighted-average shares outstanding would increase by such amount, and would decrease pro forma basic earnings per share from continuing operations by       per share for the three months ended April 30, 2019.

 

The unaudited pro forma diluted EPS are calculated as follows:

 

(in thousands, except per share amounts)

 

Year ended
January 31, 2019

 

Three months
ended
Apr. 30, 2019

 

Pro forma net income

 

$

30,904

 

$

12,135

 

Pro forma diluted weighted-average common shares outstanding

 

69,678

 

70,209

 

Pro forma diluted EPS

 

$

0.44

 

$

0.17

 

 

Should the underwriters fully exercise their option to purchase additional shares of common stock, which is limited to a maximum            million additional shares, our pro forma weighted-average shares outstanding would increase by such amount, and would have no impact on pro forma diluted earnings per share.

 

For pro forma purposes, the assumed grant of $33.4 million in restricted share units were not included in the calculation of weighted average number of shares as the assumed number of vested restricted share units do not have a material effect on the basic or diluted pro forma net income per share.

 

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