Form 8-K Performant Financial For: May 04

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May 4, 2016 4:18 PM EDT


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 8-K
 
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 4, 2016
 
 
Performant Financial Corporation
(Exact name of registrant as specified in its charter)
 
 
 
 
 
 
 
 
Delaware
 
001-35628
 
20-0484934
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
333 North Canyons Parkway
Livermore, California 94551
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (925) 960-4800
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2. below):
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Item 2.02
Results of Operations and Financial Condition.
On May 4, 2016, Performant Financial Corporation issued a press release announcing financial results for its quarter ended March 31, 2016. The full text of the press release is furnished as Exhibit 99.1.
The information furnished in this Form 8-K, including the exhibit attached, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and it shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
 
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits
 
 
99.1

  
Press release issued by Performant Financial Corporation, dated May 4, 2016




SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: May 4, 2016
 
 
 
 
 
 
PERFORMANT FINANCIAL CORPORATION
 
 
By:
 
/s/ Hakan Orvell
 
 
Hakan Orvell
 
 
Chief Financial Officer


Exhibit 99.1

Performant Financial Corporation Announces Financial Results for First Quarter 2016

Livermore, Calif., May 4, 2016 - Performant Financial Corporation (Nasdaq: PFMT), a leading provider of technology-enabled recovery and related analytics services in the United States, today reported the following financial results for its first quarter ended March 31, 2016:

First Quarter Financial Highlights

•
Total revenues of $38.3 million, compared to revenues of $38.6 million in the prior year period, down 0.7%
•
Net income of $80 thousand, or $0.00 per diluted share, compared to a net loss of $(4.4) million, or $(0.09) per diluted share, in the prior year period
•
Adjusted EBITDA of $7.4 million, compared to $4.1 million in the prior year period
•
Adjusted net income of $2.0 million, or $0.04 per diluted share, compared to an adjusted net loss of $(0.5) million and $(0.01) per diluted share, respectively, in the prior year period

First Quarter 2016 Results

“Our results reflect the strong performance from our student lending business that benefitted from the strong placement volume during the first and second quarters of 2015. We have remained focused on maintaining a strong financial platform and have aggressively managed our expense decisions to remain nimble and ready to jump back into action in anticipation of the pending contract award decisions,” said Lisa Im, Performant Financial’s Chief Executive Officer.

Student lending revenues in the first quarter were $29.6 million, an increase of 9.5% from $27.1 million in the prior year period. The U.S. Department of Education and Guaranty Agencies accounted for revenues of $7.4 million and $22.3 million, respectively, in the first quarter of 2016, compared to $11.7 million and $15.3 million in the prior year period. Student loan placement volume (defined below) during the quarter totaled $0.6 billion, compared to $2.2 billion in the prior year period. This figure reflects the lack of placements from Dept of Education and fluctuations in placement volume from Guaranty Agencies.

Healthcare revenues in the first quarter were $2.7 million, down from $5.3 million in the prior year period, due primarily to significant limitations on the scope of recovery activities that have been imposed during the CMS contract transition. Medicare audit recovery revenues were $1.2 million in the first quarter, a decline of $2.0 million from the prior year period. Commercial healthcare clients contributed revenues of $1.5 million a decrease of $0.5 million from the prior year period.

Other revenues in the first quarter were $5.9 million, down from $6.2 million in the prior year period.

As of March 31, 2016, the Company had cash and cash equivalents of approximately $48.1 million.

Business Outlook

“We view the recently updated RFP put forth by the Centers for Medicare and Medicaid for the Recovery Audit Contract as a positive development, although we do not anticipate that a contract award will have a meaningful impact to our results this year. Responses to the RFP are due May 24, 2016. We remain focused on our expense management and identifying new revenue streams for our company. Based on our year-to-date results, we are reiterating our expectation to achieve 2016 revenue of $125 million to $135 million,” concluded Im.

Terms used in this Press Release
Student Loan Placement Volume refers to the dollar volume of defaulted student loans first placed with us during the specified period by public and private clients for recovery. Placement Volume allows us to measure and track trends in the amount of inventory our clients in the student lending market are placing with us during any period. The revenue associated with the recovery of a portion of these loans may be recognized in subsequent accounting periods, which assists management in estimating future revenues and in allocating resources necessary to address current Placement Volumes.

Earnings Conference Call

The Company will hold a conference call to discuss its first quarter results today at 5:00 p.m. Eastern. A live webcast of the call may be accessed on the Investor Relations section of the Company’s website at investors.performantcorp.com. The conference call is also available by dialing 877-705-6003 (domestic) or 201-493-6725 (international).



A replay of the call will be available on the Company's website or by dialing 877-870-5176 (domestic) or 858-384-5517 (international) and entering the passcode 13635781. The telephonic replay will be available approximately three hours after the call, through May 11, 2016.

About Performant Financial Corporation

Performant helps government and commercial organizations enhance revenue and contain costs by preventing, identifying and recovering waste, improper payments and defaulted assets. Performant is a leading provider of these services in several industries, including healthcare, student loans and government. Performant has been providing recovery audit services for more than nine years to both commercial and government clients, including serving as a Recovery Auditor for the Centers for Medicare and Medicaid Services.

Powered by a proprietary analytic platform and workflow technology, Performant also provides professional services related to the recovery effort, including reporting capabilities, support services, customer care and stakeholder training programs meant to mitigate future instances of improper payments. Founded in 1976, Performant is headquartered in Livermore, California.

Note Regarding Use of Non-GAAP Financial Measures

In this press release, to supplement our consolidated financial statements, the company presents adjusted EBITDA and adjusted net income. These measures are not in accordance with generally accepted accounting principles (GAAP) and accordingly reconciliations of adjusted EBITDA and adjusted net income to net income determined in accordance with GAAP are included in the “Reconciliation of Non-GAAP Results” table at the end of this press release. We have included adjusted EBITDA and adjusted net income in this press release because they are key measures used by our management and board of directors to understand and evaluate our core operating performance and trends and to prepare and approve our annual budget. Accordingly, we believe that adjusted EBITDA and adjusted net income provide useful information to investors and analysts in understanding and evaluating our operating results in the same manner as our management and board of directors. Our use of adjusted EBITDA and adjusted net income has limitations as an analytical tool and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. In particular, many of the adjustments to our GAAP financial measures reflect the exclusion of items, specifically interest, tax and depreciation and amortization expenses, equity-based compensation expense and certain other non-operating expenses, that are recurring and will be reflected in our financial results for the foreseeable future. In addition, these measures may be calculated differently from similarly titled non-GAAP financial measures used by other companies, limiting their usefulness for comparison purposes.

Forward Looking Statements

This press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our financial guidance for 2016. These forward-looking statements are based on current expectations, estimates, assumptions and projections that are subject to change and actual results may differ materially from the forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to, that our agreements with CMS and the Department of Education, two of our largest customers, are currently subject to rebidding processes, that transition rules have significantly limited our activity under the existing RAC contract, the high level of revenue concentration among the Company's five largest customers, that many of the Company's customer contracts are subject to periodic renewal, are not exclusive and do not provide for committed business volumes, that the Company faces significant competition in all of its markets, that the U.S. federal government accounts for a significant portion of the Company's revenues, that future legislative and regulatory changes may have significant effects on the Company's business, failure of the Company's or third parties' operating systems and technology infrastructure could disrupt the operation of the Company's business and the threat of breach of the Company's security measures or failure or unauthorized access to confidential data that the Company possesses. More information on potential factors that could affect the Company's financial condition and operating results is included from time to time in the "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" sections of the Company's annual report on Form 10-K for the year ended December 31, 2015 and subsequently filed reports on Forms 10-Q and 8-K. The forward-looking statements are made as of the date of this press release and the Company does not undertake to update any forward-looking statements to conform these statements to actual results or revised expectations

Contact Information
Richard Zubek
Investor Relations
925-960-4988

PERFORMANT FINANCIAL CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
(In thousands, except per share amounts)

 
March 31,
2016
 
December 31,
2015
 
(Unaudited)
 
 
Assets
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
48,063

 
$
71,182

Restricted cash
7,516

 
—

Trade accounts receivable, net of allowance for doubtful accounts of $386 and $386, respectively
13,271

 
17,965

Deferred income taxes
7,137

 
7,170

Prepaid expenses and other current assets
12,774

 
12,933

Income tax receivable
315

 
—

Total current assets
89,076

 
109,250

Property, equipment, and leasehold improvements, net
24,856

 
25,515

Identifiable intangible assets, net
24,137

 
25,074

Goodwill
82,522

 
82,522

Other assets
169

 
179

Total assets
$
220,760

 
$
242,540

Liabilities and Stockholders’ Equity
 
 
 
Current liabilities:
 
 
 
Current maturities of notes payable
$
16,637

 
$
7,998

Accrued salaries and benefits
6,322

 
4,761

Accounts payable
527

 
929

Other current liabilities
5,644

 
5,615

Income Tax Payable
—

 
895

Estimated liability for appeals
19,064

 
19,118

Net payable to client
15,938

 
14,400

Total current liabilities
64,132

 
53,716

Notes payable, net of current portion
51,073

 
84,144

Deferred income taxes
8,564

 
8,818

Other liabilities
1,965

 
2,006

Total liabilities
125,734

 
148,684

Commitments and contingencies
 
 
 
Stockholders’ equity:
 
 
 
Common stock, $0.0001 par value. Authorized, 500,000 shares at March 31, 2016 and December 31, 2015; issued and outstanding 49,990 and 49,479 shares at March 31, 2016 and December 31, 2015, respectively
5

 
5

Additional paid-in capital
62,898

 
61,808

Retained earnings
32,123

 
32,043

Total stockholders’ equity
95,026

 
93,856

Total liabilities and stockholders’ equity
$
220,760

 
$
242,540



PERFORMANT FINANCIAL CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations
(In thousands, except per share amounts)
(Unaudited)

 
 
Three Months Ended 
 March 31,
 
 
2016
 
2015
Revenues
 
$
38,279

 
$
38,559

Operating expenses:
 
 
 
 
Salaries and benefits
 
21,337

 
23,724

Other operating expenses
 
14,357

 
19,195

Total operating expenses
 
35,694

 
42,919

Income (loss) from operations
 
2,585

 
(4,360
)
Interest expense
 
(2,432
)
 
(2,385
)
Income (loss) before provision for (benefit from) income taxes
 
153

 
(6,745
)
Provision for (benefit from) income taxes
 
73

 
(2,343
)
Net income (loss)
 
$
80

 
$
(4,402
)
Net income (loss) per share
 
 
 
 
Basic
 
$
0.00

 
$
(0.09
)
Diluted
 
$
0.00

 
$
(0.09
)
Weighted average shares
 
 
 
 
Basic
 
49,643

 
49,357

Diluted
 
50,189

 
49,357



PERFORMANT FINANCIAL CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)

 
Three Months Ended 
 March 31,
Cash flows from operating activities:
2016
 
2015
Net income (loss)
$
80

 
$
(4,402
)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
 
 
 
Loss on disposal of asset
9

 
—

Depreciation and amortization
3,390

 
3,542

Deferred income taxes
(570
)
 
(70
)
Stock-based compensation
1,204

 
1,003

Interest expense from debt issuance costs and amortization of discount note payable
279

 
354

Write-off unamortized debt issuance costs
468

 
—

Changes in operating assets and liabilities:
 
 
 
Trade accounts receivable
4,694

 
438

Prepaid expenses and other current assets
159

 
(80
)
Income tax receivable
(315
)
 
(2,331
)
Other assets
10

 
135

Accrued salaries and benefits
1,561

 
1,073

Accounts payable
(402
)
 
(205
)
Other current liabilities
171

 
(1,444
)
Income taxes payable
(895
)
 
—

Estimated liability for appeals
(54
)
 
50

Net payable to client
1,538

 
2,737

Other liabilities
(41
)
 
723

Net cash provided by operating activities
11,286

 
1,523

Cash flows from investing activities:
 
 
 
Purchase of property, equipment, and leasehold improvements
(1,803
)
 
(1,777
)
Net cash used in investing activities
(1,803
)
 
(1,777
)
Cash flows from financing activities:
 
 
 
Repayment of notes payable
(24,769
)
 
(2,455
)
Debt issuance costs paid
(410
)
 
—

Restricted cash for repayment of notes payable
(7,516
)
 
—

Taxes paid related to net share settlement of stock awards
(169
)
 
—

Proceeds from exercise of stock options
310

 
22

Income tax benefit (shortfall) from employee stock options
80

 
(46
)
Payment of purchase obligation
(142
)
 
(250
)
Net cash used in financing activities
(32,616
)
 
(2,729
)
Effect of foreign currency exchange rate changes on cash
14

 
—

Net decrease in cash and cash equivalents
(23,119
)
 
(2,983
)
Cash and cash equivalents at beginning of period
71,182

 
80,298

Cash and cash equivalents at end of period
$
48,063

 
$
77,315

Supplemental disclosures of cash flow information:
 
 
 
Cash paid for income taxes
$
1,760

 
$
101

Cash paid for interest
$
1,688

 
$
2,031



PERFORMANT FINANCIAL CORPORATION AND SUBSIDIARIES
Reconciliation of Non-GAAP Results
(In thousands, except per share amount)
(Unaudited)

 
 
Three Months Ended 
 March 31,
 
 
2016
 
2015
Adjusted Earnings Per Diluted Share:
 
 
 
 
Net income (loss)
 
$
80

 
$
(4,402
)
Plus: Adjustment items per reconciliation of adjusted net income
 
1,871

 
3,864

Adjusted net income (loss)
 
1,951

 
(538
)
Adjusted Earnings Per Diluted Share
 
$
0.04

 
$
(0.01
)
Diluted avg shares outstanding
 
50,189

 
49,357

 
 
Three Months Ended 
 March 31,
 
 
2016
 
2015
Adjusted EBITDA:
 
 
 
 
Net income (loss)
 
$
80

 
$
(4,402
)
Provision for (benefit from) income taxes
 
73

 
(2,343
)
Interest expense
 
2,432

 
2,385

Transaction expenses (1)
 
—

 
3,229

Restructuring and other expenses (4)
 
232

 
696

Depreciation and amortization
 
3,390

 
3,542

Stock-based compensation
 
1,204

 
1,003

Adjusted EBITDA
 
$
7,411

 
$
4,110

 
 
Three Months Ended 
 March 31,
 
 
2016
 
2015
Adjusted Net Income:
 
 
 
 
Net income (loss)
 
$
80

 
$
(4,402
)
Transaction expenses (1)
 
—

 
3,229

Stock-based compensation
 
1,204

 
1,003

Amortization of intangibles (2)
 
936

 
1,188

Deferred financing amortization costs (3)
 
746

 
324

Restructuring and other expenses (4)
 
232

 
696

Tax adjustments (5)
 
(1,247
)
 
(2,576
)
Adjusted Net Income (Loss)
 
$
1,951

 
$
(538
)

(1) Represents direct and incremental costs associated with expenses incurred in 2015 for a potential acquisition and related financing.
(2) Represents amortization of capitalized expenses related to the acquisition of Performant by an affiliate of Parthenon Capital Partners in 2004, and also an acquisition in the first quarter of 2012 to enhance our analytics capabilities.
(3) Represents amortization of capitalized financing costs related to financing conducted in 2012 and costs related to the amendment of the terms of the note payable in 2014 and 2016.
(4) Represents restructuring costs and severance and termination expenses incurred in connection with termination of employees and consultants.
(5) Represents tax adjustments assuming a marginal tax rate of 40%.




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