Phreesia, Inc 8-K, filed Dec 5, 2023

Phreesia, Inc. (PHR)

8-K 2023-12-05 For: 2023-12-01

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Added on April 04, 2026

About this 8-K

Phreesia, Inc filed this 8-K on December 5, 2023, reporting on events of December 1, 2023.

Items reported

Item 1.01: Entered into a material agreement
Item 1.02: Ended a material agreement
Item 2.02: Financial results
Item 2.03: New debt or off-balance-sheet obligation
Item 5.02: Director or officer change, or executive pay
Item 9.01: Financial statements and exhibits

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Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	PHR	The New York Stock Exchange


Exhibit Number						Description
10.1						Credit Agreement dated as of December 4, 2023, by and among Phreesia, Inc. and certain of its subsidiaries, as borrowers, the lenders party thereto and Capital One, National Association, as a lender and as agent for all lenders
99.1						Press release, dated December 5, 2023, by Phreesia, Inc.
99.2						Stakeholder letter, dated December 5, 2023, by Phreesia, Inc.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)


Date: December 5, 2023	Phreesia, Inc.

	By:	/s/ Balaji Gandhi
	Name:	Balaji Gandhi
	Title:	Chief Financial Officer


	October 31, 2023		January 31, 2023
	(Unaudited)
Assets
Current:
Cash and cash equivalents	$	103,366	$	176,683
Settlement assets	24,083		22,599
Accounts receivable, net of allowance for doubtful accounts of $1,556 and $1,053 as of October 31, 2023 and January 31, 2023, respectively	57,439		51,394
Deferred contract acquisition costs	777		1,056
Prepaid expenses and other current assets	13,575		10,709
Total current assets	199,240		262,441
Property and equipment, net of accumulated depreciation and amortization of $72,516 and $59,847 as of October 31, 2023 and January 31, 2023, respectively	19,899		21,670
Capitalized internal-use software, net of accumulated amortization of $43,744 and $37,236 as of October 31, 2023 and January 31, 2023, respectively	44,257		35,150
Operating lease right-of-use assets	431		569
Deferred contract acquisition costs	1,178		1,754
Intangible assets, net of accumulated amortization of $4,044 and $2,549 as of October 31, 2023 and January 31, 2023, respectively	32,506		11,401
Deferred tax asset	—		81
Goodwill	75,468		33,736
Other assets	1,668		3,255
Total Assets	$	374,647	$	370,057
Liabilities and Stockholders’ Equity
Current:
Settlement obligations	$	24,083	$	22,599
Current portion of finance lease liabilities and other debt	6,753		5,172
Current portion of operating lease liabilities	571		934
Accounts payable	10,904		10,836
Accrued expenses	28,290		21,810
Deferred revenue	22,034		17,688
Other current liabilities	5,790		—
Total current liabilities	98,425		79,039
Long-term finance lease liabilities and other debt	6,845		2,725
Operating lease liabilities, non-current	174		349
Long-term deferred revenue	97		125
Long-term deferred tax liabilities	222		—
Other long-term liabilities	4,286		—
Total Liabilities	110,049		82,238
Commitments and contingencies
Stockholders’ Equity:
Common stock, $0.01 par value - 500,000,000 shares authorized as of both October 31, 2023 and January 31, 2023; 56,964,279 and 54,187,172 shares issued as of October 31, 2023 and January 31, 2023, respectively	570		542
Additional paid-in capital	1,021,870		926,957
Accumulated deficit	(712,323)		(606,084)
Treasury stock, at cost, 1,355,169 and 971,236 shares as of October 31, 2023 and January 31, 2023, respectively	(45,519)		(33,596)
Total Stockholders’ Equity	264,598		287,819
Total Liabilities and Stockholders’ Equity	$	374,647	$	370,057


	Three months ended October 31,				Nine months ended October 31,
	2023		2022		2023		2022
Revenue:
Subscription and related services	$	42,595	$	32,992	$	119,783	$	93,162
Payment processing fees	23,218		19,626		71,102		58,588
Network solutions	25,806		20,485		70,409		52,574
Total revenues	91,619		73,103		261,294		204,324
Expenses:
Cost of revenue (excluding depreciation and amortization)	15,529		14,562		44,885		43,821
Payment processing expense	15,410		12,770		47,352		37,482
Sales and marketing	36,478		36,631		111,135		115,003
Research and development	28,544		22,669		82,484		65,846
General and administrative	20,240		19,600		61,105		60,528
Depreciation	4,483		4,865		13,231		13,363
Amortization	2,980		1,817		8,003		5,020
Total expenses	123,664		112,914		368,195		341,063
Operating loss	(32,045)		(39,811)		(106,901)		(136,739)
Other expense, net	(47)		(211)		(39)		(204)
Interest income (expense), net	523		61		2,027		(528)
Total other income (expense), net	476		(150)		1,988		(732)
Loss before provision for income taxes	(31,569)		(39,961)		(104,913)		(137,471)
Provision for income taxes	(372)		(206)		(1,326)		(654)
Net loss	$	(31,941)	$	(40,167)	$	(106,239)	$	(138,125)
Net loss per share attributable to common stockholders, basic and diluted	$	(0.58)	$	(0.76)	$	(1.96)	$	(2.64)
Weighted-average common shares outstanding, basic and diluted	55,251,074		52,606,400		54,139,555		52,294,026
(1) Our potential dilutive securities have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted-average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same.


Delaware (State or other jurisdiction of incorporation or organization)			001-38977 (Commission File Number)			20-2275479 (I.R.S. Employer Identification Number)


Supplemental information of non-cash investing and financing information:
Operating lease assets acquired in exchange for operating lease liabilities	$	346	$	—
Property and equipment acquisitions through finance leases	$	7,438	$	526
Purchase of property and equipment and capitalized software included in current liabilities	$	2,911	$	3,354
Capitalized stock-based compensation	$	1,023	$	1,036
Issuance of stock to settle liabilities for stock-based compensation	$	10,641	$	10,852
Issuance of stock as consideration in business combinations	$	35,321	$	—
Deferred consideration liabilities payable in business combinations	$	10,294	$	—
Capitalized software acquired through vendor financing	$	2,047	$	—
Cash paid for:
Interest	$	649	$	647


	Three months ended October 31,				Nine months ended October 31,
(in thousands, unaudited)	2023		2022		2023		2022
Net loss	$	(31,941)	$	(40,167)	$	(106,239)	$	(138,125)
Interest (income) expense, net	(523)		(61)		(2,027)		528
Provision for income taxes	372		206		1,326		654
Depreciation and amortization	7,463		6,682		21,234		18,383
Stock-based compensation expense	17,963		14,782		53,749		43,491
Other expense, net	47		211		39		204
Adjusted EBITDA	$	(6,619)	$	(18,347)	$	(31,918)	$	(74,865)


	Three months ended October 31,				Nine months ended October 31,
(in thousands)	2023		2022		2023		2022
GAAP operating expenses
General and administrative	$	20,240	$	19,600	$	61,105	$	60,528
Sales and marketing	36,478		36,631		111,135		115,003
Research and development	28,544		22,669		82,484		65,846
Cost of revenue (excluding depreciation and amortization)	15,529		14,562		44,885		43,821
	$	100,791	$	93,462	$	299,609	$	285,198
Stock compensation included in GAAP operating expenses
General and administrative	$	5,798	$	5,318	$	17,423	$	15,652
Sales and marketing	6,322		5,543		19,850		16,620
Research and development	4,561		2,979		13,002		8,507
Cost of revenue (excluding depreciation and amortization)	1,282		942		3,474		2,712
	$	17,963	$	14,782	$	53,749	$	43,491
Adjusted operating expenses
General and administrative	$	14,442	$	14,282	$	43,682	$	44,876
Sales and marketing	30,156		31,088		91,285		98,383
Research and development	23,983		19,690		69,482		57,339
Cost of revenue (excluding depreciation and amortization)	14,247		13,620		41,411		41,109
	$	82,828	$	78,680	$	245,860	$	241,707