0001550695-20-000021.txt : 20200422 0001550695-20-000021.hdr.sgml : 20200422 20200422161605 ACCESSION NUMBER: 0001550695-20-000021 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20200417 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20200422 DATE AS OF CHANGE: 20200422 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Performant Financial Corp CENTRAL INDEX KEY: 0001550695 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS BUSINESS SERVICES [7380] IRS NUMBER: 200484934 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35628 FILM NUMBER: 20808110 BUSINESS ADDRESS: STREET 1: 333 NORTH CANYONS PARKWAY CITY: Livermore STATE: CA ZIP: 94551 BUSINESS PHONE: 925-960-4800 MAIL ADDRESS: STREET 1: 333 NORTH CANYONS PARKWAY CITY: Livermore STATE: CA ZIP: 94551 8-K 1 performant-8xkxnasdaqlisti.htm 8-K Document

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): April 17, 2020
PERFORMANT FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or Other Jurisdiction of Incorporation)
001-35628
(Commission File Number)
20-0484934
(I.R.S. Employer
Identification No.)

333 North Canyons Parkway
Livermore, California    94551
(Address of principal executive offices)    (Zip Code)

(925) 960-4800
(Registrant’s telephone number,
including area code)

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):

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 (§ 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 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 exchange on which registered
Common Stock, par value $.0001 per share
PFMT
The Nasdaq Stock Market LLC




Item 3.01
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
(a) By letter dated April 17, 2020, Performant Financial Corporation (the “Company”) received notice from the Listing Qualifications Department of the NASDAQ Stock Market (“NASDAQ”) that based upon the closing bid price of the Company’s shares of common stock for the last 30 consecutive business days, the Company no longer meets the requirement set forth in NASDAQ Rule 5450(a)(1), which requires listed securities to maintain a minimum bid price of $1 per share (the “Minimum Bid Price Rule”). NASDAQ also notified the Company that due to the global market impact caused by COVID-19, NASDAQ has tolled the compliance periods for the Minimum Bid Price Rule through June 30, 2020. In accordance with NASDAQ Rule 5810(c)(3)(A) and the tolling of the Minimum Bid Price Rule compliance periods, the Company will be provided with a period of 180 calendar days starting July 1, 2020 to regain compliance with the Minimum Bid Price Rule. Accordingly, the Company may regain compliance with the Minimum Bid Price Rule if the bid price of its common stock closes at $1.00 per share or more for a minimum of 10 consecutive business days at any time prior to December 28, 2020. The Company is considering available options to regain compliance with the Minimum Bid Price Rule.
Also on April 22, 2020, the Company issued a press release announcing the receipt of the notice from NASDAQ. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01
Financial Statements and Exhibits.
(d)    Exhibits



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: April 22, 2020
PERFORMANT FINANCIAL CORPORATION



By:    /s/ Lisa Im    
Lisa Im
Chief Executive Officer


 EX-99.1 2 ex991continuedlistingrequi.htm EXHIBIT 99.1 Exhibit

Exhibit 99.1


Performant Receives Continued Listing Standard Notice from Nasdaq
LIVERMORE, Calif., April 22, 2020 - Performant Financial Corporation (Nasdaq:PFMT),(“the Company”), a provider of technology-enabled recovery and related analytics services, announced today that on April 17, 2020, the Company received a letter from the Listing Qualifications Department of the NASDAQ Stock Market (“NASDAQ”) indicating that, based upon the closing bid price of the Company’s common stock for the last 30 consecutive business days beginning on March 2, 2020 and ending on April 16, 2020, the Company no longer meets the requirement to maintain a minimum bid price of $1 per share, as required by Marketplace Rule 5450(a)(1) (the "Rule") for continued listing.
In accordance with applicable NASDAQ procedures, the Company plans to notify NASDAQ in a timely manner that it intends to pursue actions to meet the minimum average share price requirement. The NASDAQ letter indicates that the Company will be provided 180 calendar days to regain compliance with the minimum $1.00 per share bid requirement. However, the letter also stated that given the recent extraordinary market conditions, Nasdaq has determined to toll the compliance period for the bid price requirement through June 30, 2020, with the 180-day compliance period for the Price-based Requirements to be reinstated on July 1, 2020.
As a result, the Nasdaq letter indicates that the Company may regain compliance with the Rule, if at any time before December 28, 2020, the bid price of the Company's common stock closes at $1.00 per share or above for a minimum of 10 consecutive business days. The notice has no immediate impact on the listing of the Company’s common stock, which will continue to trade on the NASDAQ subject to the Company’s compliance with the other continued listing requirements.
In response to receiving the notification, Lisa Im, CEO of Performant said, “Our commitment to transforming our business is unwavering. The operational improvements and positive adjusted EBITDA that we reported on our last earnings call are not due to any large, favorable one-time events, but rather the result of the hard work that our team puts in every day. We have taken proactive steps to help mitigate the disruption that we have experienced related to the COVID-19 virus, such as ensuring the vast majority of our team members are able to continue to work remotely. We thank our existing stockholders for their continued support, and we look forward to executing and delivering our planned strategy,” stated Lisa Im, CEO of Performant.
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. To learn more about Performant Financial, please visit https://www.performantcorp.com/




Exhibit 99.1

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 outlook for revenues, net income (loss), and adjusted EBITDA in 2020 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, that the Company may not have sufficient cash flows from operations or the availability of funds under its credit agreement to fund ongoing operations and other liquidity needs, that the Company’s indebtedness could adversely affect its business and financial condition and could reduce the funds available for other purposes and the failure to comply with covenants contained in its credit agreement could result in an event of default that could adversely affect its results of operations, that the Company faces a long period to implement a new contract which may result in the incurrence of expenses before the receipt of revenues from new client relationships, the high level of revenue concentration among the Company's largest customers and any termination in the Company’s relationship with any of our significant clients would result in a material decline in our revenues, that many of the Company's customer contracts are subject to periodic renewal, are not exclusive, do not provide for committed business volumes and may be changed or terminated unilaterally and on short notice, that the Company may not be able to manage its potential growth effectively, that the Company faces significant competition in all of its markets, that continuing limitations on the scope of our audit activity under our RAC contracts have significantly reduced our revenue opportunities with this client, 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, that 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, 2018 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
investors@performantcorp.com