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0001550695FALSE00015506952023-11-072023-11-07

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): November 7, 2023 
 
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.)
900 South Pine Island Road
Plantation, FL 33324
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (925)  960-4800

N/A
(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 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))

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

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)  Name of exchange on which registered
Common Stock, par value $.0001 per share
PFMT
The Nasdaq Stock Market LLC



Item 2.02 Results of Operations and Financial Condition.
On November 7, 2023 Performant Financial Corporation issued a press release announcing financial results for its quarter ended September 30, 2023. 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    
104  Cover Page Interactive Data File (embedded within the Inline XBRL document)



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: November 7, 2023
 
PERFORMANT FINANCIAL CORPORATION
By:   /s/Rohit Ramchandani
  Rohit Ramchandani
  Chief Financial Officer

EX-99.1 2 ex093023991pressrelease.htm EX-99.1 Document
Exhibit 99.1
Performant Financial Corporation Announces Financial Results for Third Quarter 2023
Plantation, FL., November 7, 2023 - Performant Financial Corporation (Nasdaq: PFMT), (the "Company"), primarily operating as Performant Healthcare Solutions, a leading provider of technology-enabled audit, recovery, and related analytics services in the United States with a focus in the healthcare payment integrity industry, today reported the following financial results for its third quarter ended September 30, 2023:

Third Quarter Financial Highlights

•Healthcare revenues of $28.5 million, compared to $23.5 million in the prior year period, an increase of approximately 21%.
•Total revenues of $30.0 million, compared to total revenues of $27.2 million in the prior year period.
•Net loss of approximately $0.6 million, or $(0.01) per diluted share, compared to net loss of $1.5 million, or $(0.02) per diluted share, in the prior year period.
•Adjusted net income was $0.4 million, or $0.01 per diluted share, compared to adjusted net loss of $1.7 million, or $(0.02) per diluted share, in the prior year period.
•Adjusted EBITDA of $1.8 million, compared to $(0.3) million in the prior year period.

Third Quarter 2023 Results
Healthcare revenues in the third quarter of 2023 were $28.5 million, an increase of approximately 21% from $23.5 million in the prior year period. Total revenues in the third quarter were $30.0 million, an increase from total revenues of $27.2 million in the prior year period. Within healthcare, claims-based services revenue in the third quarter of 2023 was $10.3 million, while revenue from eligibility-based services in the third quarter was $18.2 million.
“Our healthcare revenue enjoyed strong double-digit growth in the quarter led by commercial client growth," stated Simeon Kohl, CEO of Performant. "Continuing our first half trend, we implemented 12 additional commercial programs in Q3. This brings our 2023 total to 34 implementations. We anticipate these 34 programs will deliver $16 million in annualized revenues at steady state. On the government side of the business, we were excited to announce the New York State Medicaid RAC win in early October. We continue to feel confident in our growth strategy as we have implemented commercial programs at a more disciplined pace and solidified our government footprint with multiple headline wins over the past few years." Kohl further remarked.
Revenues from our customer care / outsourced services in the third quarter were $1.5 million, down from $3.6 million in the prior year period.
Net loss for the third quarter was $0.6 million, or $(0.01) per diluted share, compared to a net loss of $1.5 million, or $(0.02) per diluted share, in the prior year period. Adjusted net income for the third quarter was $0.4 million, or $0.01 per share on a diluted basis, compared to adjusted net loss of $1.7 million, or $(0.02) per diluted share, in the prior year period. Adjusted EBITDA for the third quarter was $1.8 million as compared to $(0.3) million in the prior year period.
“We remain excited about our growth prospects as we have continued to build upon our record year of commercial implementations in the third quarter alongside further traction with major government wins," stated Rohit Ramchandani, CFO of Performant. "With regard to the near term, we maintain visibility into our annual healthcare market guidance of $105 million to $110 million in revenues. We also maintain annual guidance for the customer care market revenues of $6.75 million to $8 million, thus bringing our total Company revenue guidance to $111.75 million to $118 million. We are seeing gains from our focus on quicker scaling and efficiencies within our business and are excited about our opportunity to expand EBITDA margins as we execute. We are also excited about our new credit agreement which we believe provides us increased flexibility to further grow our business." In this press release, to supplement our consolidated financial statements, the Company presents adjusted EBITDA, adjusted net income (loss), and adjusted net income (loss) per diluted share.



Note Regarding Use of Non-GAAP Financial Measures
These measures are not in accordance with accounting principles generally accepted in the United States of America (US GAAP) and accordingly reconciliations of adjusted EBITDA and adjusted net income (loss) to net income (loss) determined in accordance with US 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 (loss) 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 (loss) 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 (loss) 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 US GAAP. In particular, many of the adjustments to our US 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.
Earnings Conference Call
The Company will hold a conference call to discuss its third quarter 2023 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 877-704-4453 (domestic) or 201-389-0920 (international). A webcast link will be also be available on the investor relations portion of our website.
A replay of the call will be available on the Company's website or by dialing 844-512-2921 (domestic) or 412-317-6671 (international) and entering the passcode 13741089. The telephonic replay will be available approximately three hours after the call, through November 14, 2023.
About Performant Healthcare Solutions
Performant provides technology-enabled audit, recovery, and analytics services in the United States to the healthcare industry. Performant works with healthcare payers through claims auditing and eligibility-based (also known as coordination-of-benefits, or COB) services to identify improper payments. The Company engages clients in both government and commercial markets. The Company also has a call center which serves clients with complex consumer engagement needs. Clients of the Company typically operate in complex and highly regulated environments and contract for their payment integrity needs in order to reduce losses on improper healthcare payments.




Forward Looking Statements
To learn more, please visit http://www.performanthealth.com This press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the Company's outlook for revenues, net income (loss), and adjusted EBITDA in 2023 and beyond. 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, the Company’s ability to generate revenue following long implementation periods associated with new customer contracts; client relationships and the Company’s ability to maintain such client relationships; downturns in domestic or global economic conditions and other macroeconomic factors; the Company’s ability to generate sufficient cash flows to fund our ongoing operations and other liquidity needs; the Company’s ability to hire and retain employees with specialized skills that are required for its healthcare business; anticipated trends and challenges in our business and competition in the markets in which the Company operates; the impact of COVID-19 on the Company’s business and operations, opportunities and expectations for the markets in which the Company operates; the Company’s indebtedness and compliance, or failure to comply, with restrictive covenants in the Company’s credit agreement; opportunities and expectations for growth in the various markets in which the Company operates; anticipated trends and challenges in the Company’s business and competition in the markets in which it operates; the adaptability of the Company’s technology platform to new markets and processes; the Company’s ability to invest in and utilize our data and analytics capabilities to expand its capabilities; the Company’s growth strategy of expanding in existing markets and considering strategic alliances or acquisitions; the Company’s ability to meet liquidity and working capital needs; expectations regarding future expenses; expected future financial performance; and the Company’s ability to comply with and adapt to industry regulations and compliance demands.
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, 2022 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
Investor Relations
investors@performantcorp.com


PERFORMANT FINANCIAL CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
(In thousands, except per share amounts)
  September 30,
2023
December 31,
2022
  (Unaudited)  
Assets
Current assets:
Cash and cash equivalents $ 17,308  $ 23,384 
Restricted cash 81  81 
Trade accounts receivable 14,129  15,794 
Contract assets 6,850  11,460 
Prepaid expenses and other current assets 3,104  3,665 
Income tax receivable 516  3,123 
Total current assets 41,988  57,507 
Property, equipment, and leasehold improvements, net 9,790  10,897 
Goodwill 47,372  47,372 
Right-of-use assets 646  2,057 
Other assets 914  1,000 
Total assets $ 100,710  $ 118,833 
Liabilities and Stockholders’ Equity
Current liabilities:
Current maturities of notes payable, net of unamortized debt issuance costs of $78 and $17, respectively
$ 1,672  $ 983 
Accrued salaries and benefits 5,643  6,938 
Accounts payable 872  1,262 
Other current liabilities 2,147  2,252 
Contract liabilities 500  438 
Estimated liability for appeals and disputes 906  1,106 
Lease liabilities 333  1,228 
Total current liabilities 12,073  14,207 
Notes payable, net of current portion and unamortized debt issuance costs of $423 and $316, respectively
9,077  18,184 
Lease liabilities 326  1,076 
Other liabilities 903  881 
Total liabilities 22,379  34,348 
Commitments and contingencies
Stockholders’ equity:
Common stock, $0.0001 par value. Authorized, 500,000 shares at September 30, 2023 and December 31, 2022 respectively; issued and outstanding 76,875 and 75,505 shares at September 30, 2023 and December 31, 2022, respectively
Additional paid-in capital 144,880  142,261 
Accumulated deficit (66,557) (57,783)
Total stockholders’ equity 78,331  84,485 
Total liabilities and stockholders’ equity $ 100,710  $ 118,833 



PERFORMANT FINANCIAL CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations
(In thousands, except per share amounts)
(Unaudited)
  Three Months Ended  
September 30,
Nine Months Ended  
September 30,
  2023 2022 2023 2022
Revenues $ 29,962  $ 27,178  $ 81,176  $ 79,942 
Operating expenses:
Salaries and benefits 22,980  21,759  67,139  63,101 
Other operating expenses 7,632  7,733  22,077  23,945 
Total operating expenses 30,612  29,492  89,216  87,046 
Loss from operations (650) (2,314) (8,040) (7,104)
Gain on sale of certain recovery contracts —  —  382 
Gain on sale of land and buildings —  1,120  —  1,120 
Interest expense (423) (277) (1,188) (648)
Interest income 86  —  86  — 
Loss before provision for income taxes (987) (1,471) (9,139) (6,250)
Provision for (benefit from) income taxes (407) (11) (365) 52 
Net loss $ (580) $ (1,460) $ (8,774) $ (6,302)
Net loss per share
Basic $ (0.01) $ (0.02) $ (0.12) $ (0.09)
Diluted $ (0.01) $ (0.02) $ (0.12) $ (0.09)
Weighted average shares
Basic 76,454  74,021  75,907  72,480 
Diluted 76,454  74,021  75,907  72,480 


PERFORMANT FINANCIAL CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
  Nine Months Ended  
September 30,
  2023 2022
Cash flows from operating activities:
Net loss $ (8,774) $ (6,302)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Loss on disposal of assets and impairment of long-lived assets 258  40 
Depreciation and amortization 3,805  3,355 
Right-of-use assets amortization 1,411  841 
Stock-based compensation 2,815  2,212 
Interest expense from debt issuance costs 256  71 
Gain on sale of certain recovery contracts (3) (382)
Gain on sale of land and buildings —  (1,120)
Changes in operating assets and liabilities:
Trade accounts receivable 1,665  4,958 
Contract assets 4,610  (1,622)
Prepaid expenses and other current assets 561  682 
Income tax receivable 2,607  (52)
Other assets 86  (7)
Accrued salaries and benefits (1,295) (1,944)
Accounts payable (390) (339)
Contract liabilities and other current liabilities (43) (1,515)
Estimated liability for appeals, disputes, and refunds (200) (42)
Lease liabilities (1,645) (997)
Other liabilities 23  (19)
Net cash provided by (used in) operating activities 5,747  (2,182)
Cash flows from investing activities:
Purchase of property, equipment, and leasehold improvements (2,956) (2,198)
Proceeds from sale of certain recovery contracts 382 
Proceeds from sales of property, equipment, and leasehold improvements —  4,934 
Net cash (used in) provided by investing activities (2,953) 3,118 
Cash flows from financing activities:
Repayment of notes payable (8,250) (375)
Debt issuance costs paid (424) (2)
Taxes paid related to net share settlement of stock awards (196) — 
Proceeds from exercise of warrants —  5,563 
Net cash (used in) provided by financing activities (8,870) 5,186 
Net (decrease) increase in cash, cash equivalents and restricted cash (6,076) 6,122 
Cash, cash equivalents and restricted cash at beginning of period 23,465  19,550 
Cash, cash equivalents and restricted cash at end of period $ 17,389  $ 25,672 
Reconciliation of the Consolidated Statements of Cash Flows to the
Consolidated Balance Sheets:
Cash and cash equivalents $ 17,308  $ 25,591 
Restricted cash 81  81 
Total cash, cash equivalents and restricted cash at end of period $ 17,389  $ 25,672 
Supplemental disclosures of cash flow information:
Cash (received) paid for income taxes $ (2,904) $ 267 
Cash paid for interest $ 1,084  $ 449 


PERFORMANT FINANCIAL CORPORATION AND SUBSIDIARIES
Reconciliation of Non-GAAP Results
(In thousands, except per share amount)
(Unaudited)
  Three Months Ended  
September 30,
Nine Months Ended  
September 30,
  2023 2022 2023 2022
(in thousands) (in thousands)
Adjusted EBITDA:
Net income (loss) $ (580) $ (1,460) $ (8,774) $ (6,302)
Provision for (benefit from) income taxes (407) (11) (365) 52 
Interest expense (1)
423  277  1,188  648 
Interest income (86) —  (86) — 
Stock-based compensation 1,129  931  2,815  2,212 
Depreciation and amortization 1,293  1,095  3,805  3,355 
Severance expenses (3)
64  10  246  189 
Other (4)
34  (373)
Gain on sale of land and buildings (6)
—  (1,120) —  (1,120)
Adjusted EBITDA $ 1,841  $ (275) $ (1,137) $ (1,339)

  Three Months Ended  
September 30,
Nine Months Ended  
September 30,
  2023 2022 2023 2022
(in thousands) (in thousands)
Adjusted Net Income (Loss):
Net income (loss) $ (580) $ (1,460) $ (8,774) $ (6,302)
Stock-based compensation 1,129  931  2,815  2,212 
Amortization of debt issuance costs (2)
134  23  256  71 
Severance expenses (3)
64  10  246  189 
Other (4)
34  (373)
Gain on sale of land and buildings (6)
—  $ (1,120) —  (1,120)
Tax adjustments (5)
(366) (42) (921) (269)
Adjusted net income (loss) $ 386  $ (1,655) $ (6,344) $ (5,592)


Three Months Ended  
September 30,
Nine Months Ended  
September 30,
2023 2022 2023 2022
(in thousands) (in thousands)
Adjusted Net Income (Loss) Per Diluted Share:
Net income (loss) $ (580) $ (1,460) $ (8,774) $ (6,302)
Plus: Adjustment items per reconciliation of adjusted net income (loss) 966  (195) 2,430  710 
Adjusted net income (loss) $ 386  $ (1,655) $ (6,344) $ (5,592)
Adjusted net income (loss) per diluted share $ 0.01  $ (0.02) $ (0.08) $ (0.08)
Diluted average shares outstanding (7)
76,830  74,021  75,907  72,480 


PERFORMANT FINANCIAL CORPORATION AND SUBSIDIARIES
Reconciliation of Non-GAAP Results
(In thousands, except per share amount)
(Unaudited)
We are providing the following preliminary estimates of our financial results as follows:
Nine Months Ended Three Months Ended Year Ended
September 30, 2023 December 31, 2023 December 31, 2023 December 31, 2022
Actual Estimate Estimate Actual
Adjusted EBITDA:
Net income (loss) $ (8,774)
$ 1,577 to 725
$ (6,464) to (8,015)
$ (6,537)
Provision for (benefit from) income taxes (365)
115 to 1,115
(250) to 750 132 
Interest expense (1)
1,188 
0 to 812
1,000 to 2,000 1,007 
Interest income (86)
0 to (64)
(86) to (150)
— 
Stock-based compensation 2,815 
0 to 685
2,500 to 3,500 3,036 
Depreciation and amortization 3,805 
1,445 to 2,695
5,250 to 6,500 4,524 
Severance expenses (3)
246 
0 to 169
50 to 415 274 
Other (4)
34  —  —  (372)
Gain on sale of land and buildings (6)
—  —  —  (1,120)
Adjusted EBITDA $ (1,137)
$ 3,137 to 6,137
$ 2,000 to 5,000 $ 944 

(1)Represents interest expense and amortization of debt issuance costs related to our MUFG Credit Agreement.
(2)Represents amortization of debt issuance costs related to our MUFG Credit Agreement.
(3)Represents severance expenses incurred in connection with a reduction in force for our non-healthcare recovery services.
(4)Represents professional fees related to strategic corporate development activities and gain on sale of certain non-healthcare recovery contracts in prior years.
(5)Represents tax adjustments assuming a marginal tax rate of 27.5% at full profitability.
(6)Represents gain on the sale of land and two office buildings in September of 2022.


PERFORMANT FINANCIAL CORPORATION AND SUBSIDIARIES
Quarterly and Annual Revenues
(In thousands)
(Unaudited)
We are providing the following historical breakdown of the quarterly and annual revenue contributions under the new contribution breakdowns of our healthcare revenue results for the nine months ended September 30, 2023, and for the years ended December 31, 2022 and 2021:
Three Months Ended
Nine Months Ended
March 31, 2023 June 30, 2023 September 30, 2023
September 30, 2023
Eligibility-based $ 12,480  $ 14,131  $ 18,165  $ 44,776 
Claims-based 10,412  9,798  10,325  30,535 
Healthcare Total 22,892  23,929  28,490  75,311 
Recovery 19  14  33 
Customer Care / Outsourced Services 2,818  1,542  1,472  5,832 
Total $ 25,729  $ 25,485  $ 29,962  $ 81,176 

Three Months Ended
Year Ended
March 31, 2022 June 30, 2022 September 30, 2022 December 31, 2022 December 31, 2022
Eligibility-based $ 14,214  $ 12,417  $ 13,142  $ 13,511  $ 53,284 
Claims-based 9,150  9,339  10,377  12,516  41,382 
Healthcare Total 23,364  21,756  23,519  26,027  94,666 
Recovery 118  41  75  241 
Customer Care / Outsourced Services 3,601  3,918  3,618  3,140  14,277 
Total $ 27,083  $ 25,681  $ 27,178  $ 29,242  $ 109,184 

Three Months Ended
Year Ended
March 31, 2021 June 30, 2021 September 30, 2021 December 31, 2021 December 31, 2021
Eligibility-based $ 7,911  $ 11,577  $ 12,727  $ 16,061  $ 48,276 
Claims-based 5,375  7,025  7,280  9,498  29,178 
Healthcare Total 13,286  18,602  20,007  25,559  77,454 
Recovery 14,491  11,091  5,490  2,333  33,405 
Customer Care / Outsourced Services 3,613  3,149  3,085  3,687  13,534 
Total $ 31,390  $ 32,842  $ 28,582  $ 31,579  $ 124,393