UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): February 25, 2022 (
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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. ☐
Item 2.02. Results of Operations and Financial Condition.
On February 24, 2022, Tabula Rasa HealthCare, Inc. (the “Company”) issued a press release announcing its 2021 fourth quarter and full year financial results. The press release is being furnished with this Current Report on Form 8-K as Exhibit 99.1 and is hereby incorporated herein by reference.
The information provided in this Item 2.02 (including Exhibit 99.1) of this Current Report on Form 8-K is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be deemed to be incorporated by reference in any filing made by Tabula Rasa HealthCare, Inc. pursuant to the Securities Act of 1933, as amended, or the Exchange Act, other than to the extent that such filing incorporates by reference any or all of such information by express reference thereto.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Thomas Cancro, 54, has been appointed as the Company’s Chief Financial Officer (the “CFO Appointment”), effective as of February 28, 2022 (the “Effective Date”). Mr. Cancro previously was the Chief Financial Officer of DZS Inc. from 2019 through 2021. Prior to his role at DZS Inc., Mr. Cancro was with General Electric Company (NYSE: GE), a global diversified corporation, most recently as Controller of the company’s technology research and IP-licensing business unit. From 2015 to 2016, Mr. Cancro served as Assistant Corporate Controller of CarMax, Inc. (NYSE: KMX), a retailer of used vehicles in the United States. From 2008 to 2015, Mr. Cancro served as Chief Accounting Officer and Corporate Controller of GFI Group, Inc., a then NYSE-listed FinTech provider of wholesale brokerage services and SaaS software solutions (now a subsidiary of BGC Partners, Inc. (Nasdaq: BGCP)). From 2006 to 2008, Mr. Cancro served as Senior Vice President and Corporate Controller of MasTec Inc. (NYSE: MTZ), a provider of telecommunications and energy infrastructure. From 1995 to 2005, Mr. Cancro served in a variety of leadership roles at Verizon Communications Inc. (NYSE: VZ) (“Verizon”), including as Chief Financial Officer of the company’s European joint venture with AT&T Inc. and Deutsche Telekom AG, where he led that company through its initial public capital markets offering and related registration with the U.S. Securities and Exchange Commission, and later in an executive role in Verizon’s Treasury organization, where he advised the company as to capital markets strategy. Mr. Cancro, who holds a Bachelor of Science degree in Accounting from the Pennsylvania State University, began his career at PricewaterhouseCoopers. He is a Certified Public Accountant and also holds a CFA Charter.
In connection with the CFO Appointment, the Company and Mr. Cancro entered into an Offer Letter setting forth the terms and conditions of Mr. Cancro’s employment (the “Offer Letter”). Pursuant to the Offer Letter, Mr. Cancro’s employment will be at-will and he will receive an annual base salary of $375,000. He also will be eligible to participate in the Company’s annual bonus plan and earn up to 50% of his base salary, based upon the achievement of specified performance goals. For fiscal year 2022, his annual bonus will be pro-rated to reflect his time of service. The Offer Letter also provides for a one-time, initial restricted stock unit grant with respect to 200,000 shares of common stock of the Company (the “Initial RSU Grant”). The Initial RSU Grant will be made on or as soon as practicable following the Effective Date and will vest in four substantially equal annual installments on February 24, 2022, February 24, 2023, February 24, 2024, and February 24, 2025, subject to Mr. Cancro’s continued employment through each such vesting date. The Offer Letter also entitles Mr. Cancro to certain relocation benefits and attorneys’ fees reimbursement. Specifically, the Company has agreed to reimburse Mr. Cancro for up to $25,000 of reasonable and customary relocation expenses, including moving costs, temporary housing, and house-hunting trips related to his relocation to the Company’s headquarters in Moorestown, New Jersey, as well as up to $5,000 for an attorney of his choosing to review the Offer Letter. Mr. Cancro also will be eligible to participate in the employee benefits and insurance programs that generally are provided by the Company to its employees.
In addition to the Offer Letter, the Company and Mr. Cancro also entered into the Change-in-Control and Severance Agreement, dated as of February 24, 2022 (the “CIC Agreement”). Pursuant to the CIC Agreement, if Mr. Cancro’s employment is terminated by the Company without Cause or by Mr. Cancro for Good Reason (each as defined in the CIC Agreement), Mr. Cancro will be entitled to: (i) continuation of his then-current base salary for twelve months following the date of his termination (the “Term”), which amount shall be paid in regular payroll installments over the Term; (ii) continued health insurance coverage for the Term, if Mr. Cancro timely and properly elects health continuation coverage under COBRA (the “COBRA Continuation Benefits”); (iii) up to $25,000 of reimbursement for reasonable fees and costs for outplacement services during the Term (the “Outplacement Service Reimbursement”); and (iv) the Accrued Obligations (as defined below) (collectively, the “Severance Payments”).
In the event that Mr. Cancro’s employment is terminated by reason of his death, then he shall be entitled to: (i) the Accrued Obligations; (ii) an amount equal to his then-current base salary for the Term, which amount shall be paid in a single lump sum as soon as reasonably practicable following his death; and (iii) (a) all of Mr. Cancro’s then-outstanding, unvested, time-based equity grants will immediately vest or become exercisable in full as of the date of his death and (b) all of his then-outstanding, unvested, performance-based equity grants will remain subject to the terms and conditions of the applicable award agreements. If Mr. Cancro’s employment is terminated by reason of Disability (as defined in the CIC Agreement), then he will only be entitled to receive the Accrued Obligations.
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In the event of a Change in Control (as defined in the CIC Agreement), if Mr. Cancro’s employment is terminated by the Company without Cause or by Mr. Cancro for Good Reason during the period commencing 90 days prior to the Change in Control and ending on the second anniversary of the Change of Control, then he will be entitled to: (i) severance benefits in an amount equal to the sum of his then-current base salary and his then-current target incentive bonus, which such amount shall be paid in a single lump sum following his termination; (ii) the COBRA Continuation Benefits for the Term; (iii) (a) all of Mr. Cancro’s then-outstanding, unvested, time-based equity grants will immediately vest or become exercisable in full as of the date of his termination and (b) all of his then-outstanding, unvested, performance-based equity grants will remain subject to the terms and conditions of the applicable award agreements; (iv) the Outplacement Service Reimbursement; and (v) the Accrued Obligations (collectively, the “CIC Severance Payments” and, together with the Severance Payments, the “Severance and CIC Payments”).
For the purposes of the foregoing, “Accrued Obligations” shall mean: (i) any earned but unpaid base salary; (ii) any annual incentive bonus payable with respect to any fiscal year which ended prior to the effective date of the termination; (iii) any accrued by unused personal time off days; (iv) any reimbursement for expenses; (v) for a termination of employment other than for Cause that occurs at least six months following the commencement of the performance period for such annual incentive bonus, an amount equal to the target incentive bonus pro-rated for the period of the performance period for such annual incentive bonus that Mr. Cancro was employed; and (v) any reimbursement or payment due to Mr. Cancro on or prior to the date of the termination that remains unpaid.
Notwithstanding the foregoing, Mr. Cancro’s receipt of the Severance and CIC Payments, as applicable, is subject to his execution, delivery, and non-revocation of a written release in favor of the Company. The CIC Agreement contains customary restrictive covenants, including non-solicitation, non-competition, and non-disparagement provisions, as well as proprietary information and inventions assignment provisions, in favor of the Company.
The foregoing descriptions of the Offer Letter and the CIC Agreement are qualified in their entireties by reference to the full text of each of the Offer Letter and the CIC Agreement, which the Company expects to file as exhibits to its next periodic report covering the Effective Date.
Prior to February 28, 2022, Mr. Brian W. Adams was serving as the Company’s Co-President and Chief Financial Officer. In connection with the CFO Appointment, Mr. Adams will cease to serve as the Company’s Chief Financial Officer, but will continue to serve as the Co-President of the Company.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number |
| Description |
99.1 |
| Press release of Tabula Rasa HealthCare, Inc. issued February 24, 2022 |
104 | Cover Page Interactive Data File (embedded within Inline XBRL document) |
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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.
| TABULA RASA HEALTHCARE, INC. | |
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| By: | /s/ Dr. Calvin H. Knowlton |
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| Dr. Calvin H. Knowlton |
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| Chief Executive Officer |
Dated: February 25, 2022
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Tabula Rasa HealthCare Reports Fourth Quarter and Full Year 2021 Results
| ● | Fourth quarter and full year 2021 revenue grew 11% and 11% (7% on an organic basis), respectively, year-over-year. |
| ● | Fourth quarter and full year 2021 CareVention HealthCare revenue grew 16% and 20% (14% on an organic basis), respectively, year-over-year. The positive trends in our key annual metrics for PACE disclosed below, combined with our strong contracted PACE backlog of $45 million, give us confidence in our growth outlook entering 2022. |
| ● | Fourth quarter and full year 2021 MedWise HealthCare software subscriptions revenue grew 24% and 10%, respectively, driven by our PrescribeWellness cloud-based software platform serving more than 15,000 independent community pharmacies. |
| ● | Fourth quarter and full year 2021 free cash flow totaled a positive $1.5 million and negative $19.7 million, respectively. The return to positive free cash flow is one of several important steps we are taking to materially strengthen our balance sheet. |
Key Financial Results | ||||||||||||
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| | | Actual | | Year over year change | | | | Guidance Low | | | Guidance High |
Three Months Ended December 31, 2021 | | | | | | | | | | | | |
Total revenue | | $ | 85.7 | | 11.2 | % | | $ | 84.0 | | $ | 86.0 |
GAAP net loss | | | (21.4) | | (30.2) | % | | | (19.8) | | | (18.8) |
Non-GAAP Adjusted EBITDA | | | 4.3 | | (8.6) | % | | | 4.0 | | | 5.0 |
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Twelve Months Ended December 31, 2021 | | | | | | | | | | | | |
Total revenue | | | 331.3 | | 11.5 | % | | | 329.6 | | | 331.6 |
GAAP net loss | | | (79.1) | | (2.4) | % | | | (77.5) | | | (76.5) |
Non-GAAP Adjusted EBITDA | | | 19.6 | | (9.9) | % | | | 19.3 | | | 20.3 |
MOORESTOWN, N.J., February 24, 2022 /PRNewswire/ -- Tabula Rasa HealthCare, Inc. (“TRHC”) (Nasdaq: TRHC), a leading healthcare technology company advancing the safe use of medications, today reported financial results for the fourth quarter and full year ended December 31, 2021.
“Our fourth quarter results represent solid execution with double-digit growth across three of our four major revenue streams. We have made material progress on the three strategic objectives we outlined in our third quarter earnings report, specifically, leadership changes, the further consideration of the sale of non-core assets, and transformational partnerships. We believe that the actions we are taking will position the company to deliver increased revenue growth, greater profitability and free cash flow in 2022 and beyond,” said Calvin H. Knowlton, PhD, TRHC’s Chief Executive Officer, Chairman and Founder.
Recent Developments and Management Addition
Strategic Initiatives
In an effort to drive greater future internal efficiencies and increased client satisfaction, we are undertaking a number of initiatives including: 1) the outsourcing of our IT infrastructure to Accenture; 2) a more favorable pharmacy benefit manager (PBM) rebate agreement within our Pharmastar operations; and 3) a newly signed business processing outsourcing (BPO) contract within our third-party administrative (TPA) services that will take effect in late February 2022. These actions and additional ongoing efforts, such as our decision to divest non-core assets, give us confidence in our ability to materially strengthen our balance sheet and cash position in 2022 while managing the growing business. We expect to generate positive free cash flow on a quarterly basis beginning in the third quarter of 2022 and consistently thereafter.
New Chief Financial Officer
Effective February 24, 2022, Tom Cancro has been appointed to the position of Chief Financial Officer. Mr. Cancro brings a wealth of executive finance experience from publicly-traded technology companies and has a proven track record of increasing shareholder value. Mr. Cancro has deep expertise in controllership, strategic planning, raising debt and equity capital, M&A, and investor relations. Prior to his role as Chief Financial Officer at DZS Inc., Mr. Cancro held senior finance roles at GE, Verizon, and GFI Group. He is a Certified Public Accountant and also holds a CFA Charter. “Due to its unique multi-drug interaction software and leading position in the field of medication optimization, the smart and passionate people that I have already met in the company, and an attractive customer footprint, I believe the potential for growth and value creation is significant.”
Operational Metrics
We are providing the following annual operational metrics to aid investors in understanding the underlying revenue drivers for our two major segments.
Within our largest segment, CareVention HealthCare (“CVHC”):
| ● | Despite the early 2021 challenges with COVID-19, we increased our PACE participant base by 11% to 49,769 as of December 31, 2021 as compared to a year ago (44,947). |
| ● | Our average per-member, per-month fee across our PACE clients during the fourth quarter 2021 increased 8% to $427 as compared to a year ago. |
| ● | We generated $4.4 million of cross-sell revenue during 2021, which represents a 70% increase as compared to 2020. |
Within MedWise HealthCare (“MWHC”):
| ● | During 2021, we completed 319,963 comprehensive medication reviews (CMRs), which is a decline of 20% as compared to 2020. CMRs are the primary driver of our medication safety services revenue and the 2021 decline was driven by the loss of CVS Health at the end of 2020. |
| ● | 2021 revenue from our top ten medication safety services clients increased by 23%, a reflection of the strong growth we generated from both new and existing clients. |
Future Outlook
Based on current market conditions and our expectations as of today, we are introducing first quarter and full year 2022 guidance as summarized below.
| | Three Months Ended March 31, 2022 | | | Year Ended December 31, 2022 | | ||||||||||
| | LOW |
| | HIGH |
| | LOW |
| | HIGH | | ||||
| | (in millions except percentages) | | |||||||||||||
Total revenue | | $ | 84.0 | | | $ | 86.0 | | | $ | 371.0 | | | $ | 377.0 | |
Year over year growth | | | 10 | % | | | 12 | % | | | 12 | % | | | 14 | % |
GAAP net loss | | $ | (25.0) | | | $ | (24.0) | | | $ | (76.7) | | | $ | (71.7) | |
Adjusted EBITDA | | $ | 3.0 | | | $ | 4.0 | | | $ | 23.0 | | | $ | 28.0 | |
Adjusted EBITDA margin | | | 4 | % | | | 5 | % | | | 6 | % | | | 7 | % |
The above revenue guidance for the full year 2022 is based on a number of assumptions including:
| o | We expect our PACE census growth to be less than 1.0% during the first quarter of 2022, consistent with seasonal patterns, and improve thereafter with an average in the range of 1.0% monthly sequential growth beginning in the second quarter of 2022. We expect CVHC revenue growth to exceed the 14% organic growth we delivered in 2021. PACE census growth during the first two months of 2022 represents a significant improvement as compared to same period in 2021 and we have a strong implementation backlog entering 2022 valued at $45.0 million in annual revenue. |
| o | New client contracts signed in 2021, which are concentrated in the MWHC segment, that are currently in the early implementation stages or to be implemented in 2022 are expected to add 5% of growth. |
| o | New business to be sold and implemented during the course of 2022 (“in-year revenue”) is expected to add 2% to 4%, or $6 million to $13 million, of growth. Based on our existing pipeline and new solutions we are launching in the first quarter of 2022, we feel comfortable with this estimate, which compares with in-year revenue of $13 million for 2021. |
| o | Revenue attrition of 6% of growth, on a company-wide basis, is driven by the loss of the CMS Enhanced Medication Therapy Management, or EMTM, program, which will result in a major headwind (approximately 11% points of growth) within our MedWise HealthCare segment and full year revenue to decline modestly as compared to 2021. |
With regards to profitability, the mid-point of our non-GAAP Adjusted EBITDA estimate represents a margin of 6.8%, which is a 90-basis point improvement as compared to 2021. We expect both CVHC and MWHC adjusted EBITDA margins to increase as compared to 2021.
Fourth Quarter and Full Year 2021 Financial Results
All comparisons, unless otherwise noted, are to the three and twelve months ended December 31, 2020.
| ● | Total revenue – Fourth quarter total revenue of $85.7 million increased 11% compared to $77.1 million in 2020 and included product revenue of $50.6 million, an increase of 16%, and solutions (i.e., software and services) revenue of $35.1 million, an increase of 6%. Full year 2021 total revenue of $331.3 million increased 11% compared to $297.2 million in 2020 and included product revenue of $190.1 million, an increase of 19%, and solutions (i.e., software and services) revenue of $141.2 million, an increase of 3%. Excluding the October 2020 acquisition of Personica, full year 2021 revenue increased 7% on an organic basis. |
| ● | Total revenue by segment |
| o | Fourth quarter MWHC revenue decreased 3% to $19.7 million, primarily comprised of software subscriptions revenue of $12.4 million (up 24%) and medication safety services revenue of $7.3 million (down 28%). The major headwinds during the fourth quarter were the loss of CVS Health, which terminated at the end of 2020, and a 19% decline in revenue related to the CMS Enhanced MTM (EMTM) program, which concluded at the end of 2021. Full year 2021 MWHC revenue decreased 8% to $83.3 million, primarily comprised of software subscriptions revenue of $44.3 million (up 10%) and medication safety services revenue of $38.5 million (down 23%). Excluding previously disclosed client attrition and the CMS EMTM program (down 19% in 2021 vs. 2020), full year 2021 medication safety services increased 7%, driven by new clients (e.g. Clear Spring Health) and growth within existing clients, including a number of the nation’s largest health plans. |
| ● | GAAP net loss – Fourth quarter net loss declined to $21.4 million from a net loss of $30.6 million in the year ago quarter with the improvement driven by an $8.6 million increase in total revenue, improved gross margins (28.9% vs. 27.6%), and lower interest expense. Full year 2021 net loss was $79.1 million compared to a net loss of $81.0 million with a $34.0 million increase in total revenue and lower interest expense ($9.1 million vs. $20.7 million) offset by a $43.0 million increase in combined cost of revenue, research and development, sales and marketing, and general and administrative expenses. |
| ● | Non-GAAP Adjusted EBITDA – Fourth quarter non-GAAP Adjusted EBITDA of $4.3 million (5.1% margin) decreased 9% as compared with $4.7 million (6.2% margin) in 2020. Full year 2021 non-GAAP Adjusted EBITDA of $19.6 million (5.9% margin) decreased 10% as compared with $21.8 million (7.3% margin) in 2020. Our investments across the business, led by an increase in sales and marketing, and headwinds faced by the MedWise HealthCare segment, drove the decline in both periods. |
| ● | Non-GAAP Adjusted EBITDA by segment - Excluding $12.3 million and $45.5 million of shared services for the fourth quarter and full year 2021, respectively: |
| o | Fourth quarter CVHC non-GAAP Adjusted EBITDA of $15.6 million (23.6% margin) increased 13% as compared to $13.8 million (24.3% margin) a year ago. Full year 2021 CVHC non-GAAP Adjusted EBITDA of $56.6 million (22.8% margin) increased 12% as compared to $50.4 million (24.4% margin) a year ago. |
| o | Fourth quarter MWHC non-GAAP Adjusted EBITDA of $1.0 million (5.2% margin) increased 37% as compared to $0.7 million (3.7% margin) a year ago. Full year 2021 MWHC non-GAAP Adjusted EBITDA of $8.6 million (10.3% margin) decreased 8% as compared to $9.3 million (10.2% margin) a year ago. |
A reconciliation of generally accepted accounting principles (“GAAP”) in the United States to non-GAAP results has been provided in this press release in the accompanying tables. An explanation of these measures is also included below under the heading “Non-GAAP Financial Measures.”
Quarterly Conference Call
The fourth quarter and full year 2021 earnings conference call and webcast will be held tomorrow, Friday, February 25, 2022, at 8:30 a.m. ET. The conference call can be accessed by dialing 844-413-0947 for U.S. participants or 216-562-0423 for international participants, and referencing passcode 5917496 or via a live audio webcast available online at TRHC’s investor website (ir.tabularasahealthcare.com). An audio webcast replay will be available approximately two hours after completion of the call for a period of 90 days thereafter at ir.tabularasahealthcare.com and a replay will be available for seven days by dialing 855-859-2056 for U.S. participants or 404-537-3406 for international participants and referencing passcode 5917496.
About Tabula Rasa HealthCare
Tabula Rasa HealthCare (TRHC) provides medication safety solutions that empower healthcare professionals and consumers to optimize medication regimens, combatting medication overload and reducing adverse drug events – the fourth leading cause of death in the U.S. TRHC’s proprietary technology solutions, including MedWise®, improve patient outcomes, reduce hospitalizations, and lower healthcare costs. TRHC’s extensive clinical tele-pharmacy network improves care for patients nationwide. Its solutions are trusted by health plans and pharmacies to help drive value-based care. For more information, visit TRHC.com.
Non-GAAP Financial Measures
In addition to reporting all financial information required in accordance with GAAP, TRHC is also reporting Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Diluted EPS, and free cash flow, each of which is considered a non-GAAP financial measure. Generally, a non-GAAP financial measure is a numerical measure of a company’s performance or financial position that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with GAAP.
Adjusted EBITDA consists of net loss plus certain other expenses, which include interest expense, income tax expense or benefit, depreciation and amortization, change in fair value of acquisition-related contingent consideration expense, intangible asset impairment charge, settlement costs, business optimization expenses, severance costs, acquisition-related expense, and stock-based compensation expense. TRHC defines Adjusted EBITDA margin as Adjusted EBITDA as a percentage of revenue. TRHC defines Adjusted Diluted EPS as net loss before fair value adjustments for acquisition-related contingent consideration, intangible asset impairment charge,
amortization of acquired intangibles, amortization of debt discount and issuance costs, settlement costs, business optimization expenses, severance costs, acquisition-related expense, stock-based compensation related expense, and the tax impact of those items using a normalized tax rate on pre-tax income (loss) adjusted for those items expressed on a per share basis using weighted average diluted shares outstanding. TRHC considers acquisition-related expense to include non-recurring direct transaction and integration costs, severance, and the impact of purchase accounting adjustments related to the fair value of acquired deferred revenue. TRHC considers business optimization expenses to include contract termination payments, severance, retention payments, and other employee and non-recurring vendor costs incurred related to our business optimization initiatives during 2021. TRHC considers severance costs to include severance payments related to the realignment of our resources. TRHC believes the exclusion of these items assists in providing a more complete understanding of the company’s underlying operations results and trends and allows for comparability with TRHC’s peer company index and industry and to be more consistent with TRHC’s expected capital structure on a going forward basis. TRHC defines free cash flow as net cash provided by operating activities in a period less payments for property and equipment and software development costs made in that period. Please note that other companies may define their non-GAAP financial measures differently than TRHC.
TRHC presents these non-GAAP financial measures in this release because it considers them to be important supplemental measures of performance. TRHC uses these non-GAAP financial measures for planning purposes, including analysis of the company’s performance against prior periods, the preparation of operating budgets and determination of appropriate levels of operating and capital investments. TRHC believes that these non-GAAP financial measures provide additional insight for analysts and investors in evaluating the company’s financial and operational performance. TRHC also intends to provide these non-GAAP financial measures as part of the company's future earnings discussions and, therefore, their inclusion should provide consistency in the company's financial reporting.
Non-GAAP financial measures have limitations as an analytical tool. Investors are encouraged to review the reconciliation of Adjusted EBITDA and Adjusted Diluted EPS to their most directly comparable GAAP measures provided in this release, including in the accompanying tables.
Safe Harbor Statement
This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that we believe to be reasonable as of today’s date. Forward-looking statements give current expectations or forecasts of future events or our future financial or operating performance, and include TRHC’s expectations regarding healthcare regulations, industry trends, available opportunities to TRHC, the financial and operating performance of TRHC, the impacts of the COVID-19 pandemic, the plans and objectives of management, TRHC’s strategic initiatives and the anticipated benefits thereof, and TRHC’s expectations for 2022. Such statements are identified by use of the words “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “projects,” “should,” and similar expressions. These forward-looking statements are based on management’s good-faith expectations, judgements and assumptions as of the date of this press release. Actual results might differ materially from those explicit or implicit in the forward-looking statements. Important factors that could cause actual results to differ materially include: the impacts of the ongoing COVID-19 pandemic; our continuing losses and need to achieve profitability; fluctuations in our financial and operating results; the volatility of our stock price; the extent to which we are successful in gaining new long-term relationships with clients or retaining existing clients; the acceptance and use of our products and services by PACE organizations; the need to innovate and provide useful products and services; risks related to changing healthcare and other applicable governmental regulations; our ability to maintain relationships with a specified drug wholesaler; increasing consolidation in the healthcare industry; competition from a variety of companies in the healthcare industry; managing our growth effectively; our ability to adequately protect our intellectual property; the requirements of being a public company; our ability to recognize the expected benefits from acquisitions on a timely basis or at all; and the other risk factors set forth from time to time in our filings with the Securities and Exchange Commission (“SEC”), including those factors discussed under the caption “Risk Factors” in our most recent annual report on Form 10-K, filed with the SEC on February 26, 2021, and in subsequent reports filed with or furnished to the SEC, copies of which are available free of charge within the Investor Relations section of the Tabula Rasa HealthCare website http://ir.trhc.com or upon request from our Investor Relations Department. Tabula Rasa HealthCare assumes no obligation and does not intend to update these forward-looking statements, except as required by law, to reflect events or circumstances occurring after today’s date.
TABULA RASA HEALTHCARE, INC.
UNAUDITED CONSOLIDATED BALANCE SHEETS
(In thousands)
| | December 31, | ||||
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| 2021 |
| 2020 | ||
Assets | | | | | | |
Current assets: | | | | | | |
Cash | | $ | 9,668 | | $ | 23,362 |
Restricted cash | | | 6,038 | | | 5,170 |
Accounts receivable, net | | | 34,051 | | | 32,516 |
Inventories | | | 5,444 | | | 4,261 |
Prepaid expenses | | | 4,993 | | | 3,739 |
Client claims receivable | | | 11,257 | | | 14,412 |
Other current assets | | | 18,444 | | | 9,752 |
Total current assets | | | 89,895 | | | 93,212 |
Property and equipment, net | | | 13,675 | | | 15,070 |
Operating lease right-of-use assets | | | 21,053 | | | 21,711 |
Software development costs, net | | | 45,194 | | | 27,882 |
Goodwill | | | 170,835 | | | 170,862 |
Intangible assets, net | | | 154,650 | | | 183,094 |
Other assets | | | 4,116 | | | 2,609 |
Total assets | | $ | 499,418 | | $ | 514,440 |
Liabilities and stockholders’ equity | | | | | | |
Current liabilities: | | | | | | |
Current portion of finance leases | | $ | — | | $ | 4 |
Current operating lease liabilities | | | 4,688 | | | 4,402 |
Acquisition-related contingent consideration | | | — | | | 166 |
Acquisition-related notes payable | | | — | | | 16,662 |
Accounts payable | | | 13,178 | | | 11,245 |
Client claims payable | | | 8,398 | | | 7,773 |
Accrued expenses and other liabilities | | | 47,656 | | | 31,968 |
Total current liabilities | | | 73,920 | | | 72,220 |
Line of credit | | | 29,500 | | | 10,000 |
Long-term debt, net | | | 319,299 | | | 239,285 |
Noncurrent operating lease liabilities | | | 19,230 | | | 20,381 |
Deferred income tax liability, net | | | 1,402 | | | 3,354 |
Other long-term liabilities | | | 311 | | | 671 |
Total liabilities | | | 443,662 | | | 345,911 |
| | | | | | |
Stockholders’ equity: | | | | | | |
Common stock | | | 3 | | | 2 |
Treasury stock | | | (4,292) | | | (4,018) |
Additional paid-in capital | | | 320,392 | | | 352,445 |
Accumulated deficit | | | (260,347) | | | (179,900) |
Total stockholders’ equity | | | 55,756 | | | 168,529 |
Total liabilities and stockholders’ equity | | $ | 499,418 | | $ | 514,440 |
TABULA RASA HEALTHCARE, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share amounts)
| | Three Months Ended | | Year Ended | ||||||||
| | December 31, | | December 31, | ||||||||
|
| 2021 |
| 2020 |
| 2021 |
| 2020 | ||||
Revenue: | | | | | | | | | | | ||
Product revenue | | $ | 50,576 | | $ | 43,768 | | $ | 190,072 | | $ | 159,593 |
Service revenue | | | 35,109 | | | 33,284 | | | 141,188 | | | 137,626 |
Total revenue | | | 85,685 | | | 77,052 | | | 331,260 | | | 297,219 |
Cost of revenue, exclusive of depreciation and amortization shown below: | | | | | | | | | | | | |
Product cost | | | 38,765 | | | 32,292 | | | 144,091 | | | 117,171 |
Service cost | | | 22,139 | | | 23,501 | | | 89,265 | | | 87,641 |
Total cost of revenue, exclusive of depreciation and amortization | | | 60,904 | | | 55,793 | | | 233,356 | | | 204,812 |
Operating expenses: | | | | | | | | | | | | |
Research and development | | | 4,898 | | | 4,430 | | | 19,791 | | | 18,180 |
Sales and marketing | | | 7,183 | | | 5,950 | | | 25,969 | | | 21,547 |
General and administrative | | | 19,399 | | | 16,464 | | | 73,759 | | | 65,378 |
Change in fair value of acquisition-related contingent consideration expense | | | — | | | 8 | | | — | | | 2,613 |
Intangible asset impairment charge | | | — | | | 5,040 | | | — | | | 5,040 |
Depreciation and amortization | | | 12,363 | | | 12,717 | | | 47,706 | | | 45,040 |
Total operating expenses | | | 43,843 | | | 44,609 | | | 167,225 | | | 157,798 |
Loss from operations | | | (19,062) | | | (23,350) | | | (69,321) | | | (65,391) |
Interest expense, net | | | 2,148 | | | 6,743 | | | 9,107 | | | 20,743 |
Loss before income taxes | | | (21,210) | | | (30,093) | | | (78,428) | | | (86,134) |
Income tax expense (benefit) | | | 161 | | | 537 | | | 627 | | | (5,168) |
Net loss | | $ | (21,371) | | $ | (30,630) | | $ | (79,055) | | $ | (80,966) |
Net loss per share, basic and diluted | | $ | (0.91) | | $ | (1.36) | | $ | (3.39) | | $ | (3.71) |
Weighted average common shares outstanding, basic and diluted | | | 23,470,252 | | | 22,542,601 | | | 23,290,660 | | | 21,815,388 |
TABULA RASA HEALTHCARE, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
| | Year Ended | ||||
| | December 31, | ||||
|
| 2021 |
| 2020 | ||
Cash flows from operating activities: | | | | | | |
Net loss | | $ | (79,055) | | $ | (80,966) |
Adjustments to reconcile net loss to net cash provided by operating activities: | | | | | | |
Depreciation and amortization | | | 47,706 | | | 45,040 |
Amortization of deferred financing costs and debt discount | | | 2,185 | | | 13,637 |
Deferred taxes | | | 513 | | | (5,302) |
Stock-based compensation | | | 38,454 | | | 32,555 |
Change in fair value of acquisition-related contingent consideration | | | — | | | 2,613 |
Acquisition-related contingent consideration paid | | | (67) | | | (2,593) |
Other noncash items | | | 39 | | | (66) |
Changes in operating assets and liabilities, net of effect from acquisitions: | | | | | | |
Accounts receivable, net | | | (1,526) | | | (2,448) |
Inventories | | | (1,183) | | | (239) |
Prepaid expenses and other current assets | | | (8,834) | | | 4,859 |
Client claims receivables | | | 2,697 | | | (5,674) |
Other assets | | | (2,057) | | | (494) |
Accounts payable | | | 1,982 | | | 2,149 |
Accrued expenses and other liabilities | | | 14,294 | | | (3,642) |
Client claims payables | | | 664 | | | (249) |
Other long-term liabilities | | | (360) | | | 598 |
Net cash provided by operating activities | | | 15,452 | | | 4,818 |
| | | | | | |
Cash flows from investing activities: | | | | | | |
Purchases of property and equipment | | | (3,350) | | | (3,091) |
Software development costs | | | (31,844) | | | (18,836) |
Acquisitions of businesses, net of cash acquired | | | — | | | (6,807) |
Net cash used in investing activities | | | (35,194) | | | (28,734) |
| | | | | | |
Cash flows from financing activities: | | | | | | |
Proceeds from exercise of stock options | | | 4,072 | | | 3,943 |
Payments for employee taxes for shares withheld | | | (3) | | | (2,993) |
Payments for debt financing costs | | | (8) | | | (1,226) |
Borrowings on line of credit | | | 29,500 | | | 10,000 |
Repayments of line of credit | | | (10,000) | | | — |
Payment of acquisition-related notes payable | | | (16,542) | | | — |
Payments of acquisition-related contingent consideration | | | (99) | | | (3,801) |
Repayments of long-term debt and finance leases | | | (4) | | | (56) |
Net cash provided by financing activities | | | 6,916 | | | 5,867 |
Net decrease in cash and restricted cash | | | (12,826) | | | (18,049) |
Cash and restricted cash, beginning of year | | | 28,532 | | | 46,581 |
Cash and restricted cash, end of year | | $ | 15,706 | | $ | 28,532 |
TABULA RASA HEALTHCARE, INC.
UNAUDITED SEGMENT RESULTS
(In thousands)
| | | Three Months Ended | | | Year Ended | ||||||
| | December 31, 2021 | | December 31, 2020 | | December 31, 2021 | | December 31, 2020 | ||||
Revenue | | | | | | | | | | | | |
CareVention HealthCare: | | | | | | | | | | | | |
PACE product revenue | | $ | 50,570 | | $ | 43,589 | | $ | 189,591 | | $ | 158,692 |
PACE solutions | | | 15,444 | | | 13,270 | | | 58,417 | | | 47,577 |
Total CareVention HealthCare | | | 66,014 | | | 56,859 | | | 248,008 | | | 206,269 |
| | | | | | | | | | | | |
MedWise HealthCare: | | | | | | | | | | | | |
Product revenue | | | 6 | | | 179 | | | 481 | | | 901 |
Medication safety services | | | 7,253 | | | 10,019 | | | 38,500 | | | 49,863 |
Software subscription and services | | | 12,412 | | | 9,995 | | | 44,271 | | | 40,186 |
Total MedWise HealthCare | | | 19,671 | | | 20,193 | | | 83,252 | | | 90,950 |
| | | | | | | | | | | | |
Total Revenue | | $ | 85,685 | | $ | 77,052 | | $ | 331,260 | | $ | 297,219 |
| | | | | | | | | | | | |
Adjusted EBITDA | | | | | | | | | | | | |
CareVention HealthCare | | $ | 15,589 | | $ | 13,840 | | $ | 56,572 | | $ | 50,400 |
MedWise HealthCare | | | 1,020 | | | 743 | | | 8,552 | | | 9,280 |
Shared Services | | | (12,277) | | | (9,843) | | | (45,513) | | | (37,905) |
Total Adjusted EBITDA | | $ | 4,332 | | $ | 4,740 | | $ | 19,611 | | $ | 21,775 |
| | | | | | | | | | | | |
Adjusted EBITDA margin | | | | | | | | | | | | |
CareVention HealthCare | | | 23.6% | | | 24.3% | | | 22.8% | | | 24.4% |
MedWise HealthCare | | | 5.2% | | | 3.7% | | | 10.3% | | | 10.2% |
Total Adjusted EBITDA margin | | | 5.1% | | | 6.2% | | | 5.9% | | | 7.3% |
TABULA RASA HEALTHCARE, INC.
UNAUDITED RECONCILIATION OF GAAP TO NON-GAAP MEASURES
(In thousands except share and per share amounts)
| | Three Months Ended December 31, | | Year Ended December 31, | ||||||||
|
| 2021 |
| 2020 |
| 2021 |
| 2020 | ||||
Reconciliation of Net Loss to Adjusted EBITDA | | | | | | | | | | | | |
Net loss | | $ | (21,371) | | $ | (30,630) | | $ | (79,055) | | $ | (80,966) |
Add: | | | | | | | | | | | | |
Interest expense, net | | | 2,148 | | | 6,743 | | | 9,107 | | | 20,743 |
Income tax expense (benefit) | | | 161 | | | 537 | | | 627 | | | (5,168) |
Depreciation and amortization | | | 12,363 | | | 12,717 | | | 47,706 | | | 45,040 |
Change in fair value of acquisition-related contingent consideration expense | | | — | | | 8 | | | — | | | 2,613 |
Intangible asset impairment charge | | | — | | | 5,040 | | | — | | | 5,040 |
Settlement | | | — | | | — | | | 500 | | | — |
Business optimization expenses | | | 1,168 | | | — | | | 1,168 | | | — |
Severance costs | | | 371 | | | (44) | | | 887 | | | 873 |
Acquisition-related expense | | | — | | | 222 | | | 217 | | | 1,045 |
Stock-based compensation expense | | | 9,492 | | | 10,147 | | | 38,454 | | | 32,555 |
Adjusted EBITDA | | $ | 4,332 | | $ | 4,740 | | $ | 19,611 | | $ | 21,775 |
| | | | | | | | | | | | |
Total revenue | | $ | 85,685 | | $ | 77,052 | | $ | 331,260 | | $ | 297,219 |
Adjusted EBITDA margin | | | 5.1% | | | 6.2% | | | 5.9% | | | 7.3% |
| | Three Months Ended December 31, | | Year Ended December 31, | ||||||||||||||||||||
|
| 2021 |
| 2020 |
| 2021 | | 2020 | ||||||||||||||||
| | (In thousands except per share amounts) | | (In thousands except per share amounts) | ||||||||||||||||||||
Reconciliation of diluted net loss per share to Adjusted Diluted EPS | | | | | | | | | | | | | | | | | | | | | | | | |
GAAP net loss, basic and diluted, and net loss per share, basic and diluted | | $ | (21,371) | | $ | (0.91) | | $ | (30,630) | | $ | (1.36) | | $ | (79,055) | | $ | (3.39) | | $ | (80,966) | | $ | (3.71) |
Adjustments: | | | | | | | | | | | | | | | | | | | | | | | | |
Change in fair value of acquisition-related contingent consideration expense | | | — | | | | | | 8 | | | | | | — | | | | | | 2,613 | | | |
Intangible asset impairment | | | — | | | | | | 5,040 | | | | | | — | | | | | | 5,040 | | | |
Amortization of acquired intangibles | | | 6,976 | | | | | | 8,634 | | | | | | 28,444 | | | | | | 30,570 | | | |
Amortization of debt discount and issuance costs | | | 335 | | | | | | 3,654 | | | | | | 1,645 | | | | | | 13,301 | | | |
Settlement | | | — | | | | | | — | | | | | | 500 | | | | | | — | | | |
Business optimization expenses | | | 1,168 | | | | | | — | | | | | | 1,168 | | | | | | — | | | |
Severance costs | | | 371 | | | | | | (44) | | | | | | 887 | | | | | | 873 | | | |
Acquisition-related expense | | | — | | | | | | 222 | | | | | | 217 | | | | | | 1,045 | | | |
Stock-based compensation expense | | | 9,492 | | | | | | 10,147 | | | | | | 38,454 | | | | | | 32,555 | | | |
Impact to income taxes (1) | | | 922 | | | | | | 1,174 | | | | | | 2,510 | | | | | | (5,132) | | | |
Adjusted net loss and Adjusted Diluted EPS | | $ | (2,107) | | $ | (0.09) | | $ | (1,795) | | $ | (0.08) | | $ | (5,230) | | $ | (0.22) | | $ | (101) | | $ | — |
| | Three Months Ended | | Year Ended | ||||
| | December 31, | | December 31, | ||||
|
| 2021 |
| 2020 |
| 2021 |
| 2020 |
Reconciliation of weighted average shares of common stock outstanding, diluted, to weighted average shares of common stock outstanding, diluted for Adjusted Diluted EPS | | | | | | | | |
Weighted average shares of common stock outstanding, basic and diluted for GAAP | | 23,470,252 | | 22,542,601 | | 23,290,660 | | 21,815,388 |
Weighted average shares of common stock outstanding, diluted for Adjusted Diluted EPS (1) | | 23,470,252 | | 22,542,601 | | 23,290,660 | | 21,815,388 |
| (1) | For the three months and year ended December 31, 2021, we accounted for the convertible senior subordinated notes utilizing the if-converted method. Under this method, we are required to presume that the convertible senior subordinated notes are converted at the beginning of the current period and settled entirely in our common stock. However, no potential shares are assumed outstanding and are excluded from the diluted EPS calculation if including them would have an anti-dilutive effect. For the three months and year ended December 31, 2021, there was no impact on diluted EPS from the convertible senior subordinated notes as the conversion would have had an anti-dilutive effect. |
For the three months and year-end December 31, 2020, we accounted for the convertible senior subordinated notes utilizing the treasury stock method. Under this method, we presumed that we would settle the notes entirely or partly in cash. The underlying shares issuable upon conversion of the notes were excluded from the calculation of diluted EPS, except to the extent that the average stock price for the reporting period exceeded their conversion price of $69.95 per share. For the three months and year-end December 31, 2020, there was no impact on diluted EPS from the convertible senior subordinated notes as the conversion price exceeded our average stock price.
| | Three Months Ended | | | Year Ended |
| | December 31, 2021 | | | December 31, 2021 |
Net cash provided by operating activities | $ | 12,435 | | $ | 15,452 |
Purchases of property and equipment | | (1,739) | | | (3,350) |
Payments for software development costs | | (9,195) | | | (31,844) |
Free cash flow | $ | 1,501 | | $ | (19,742) |
| | | | | |
Net cash used in investing activities | $ | (10,934) | | $ | (35,194) |
Net cash (used in) provided by financing activities | $ | (1,156) | | $ | 6,916 |
TABULA RASA HEALTHCARE, INC.
UNAUDITED RECONCILIATION OF GAAP TO NON-GAAP GUIDANCE RANGES
(In millions)
| | Three Months Ended March 31, 2022 | | Year Ended December 31, 2022 | ||||||||
| | LOW |
| HIGH |
| LOW |
| HIGH | ||||
Reconciliation from Net Loss Guidance to Adjusted EBITDA Guidance | | | | | | | | | | | | |
Net loss: | | $ | (25.0) | | $ | (24.0) | | $ | (76.7) | | $ | (71.7) |
Add: | | | | | | | | | | | | |
Interest expense | | | 2.2 | | | 2.2 | | | 8.7 | | | 8.7 |
Income tax expense | | | 0.2 | | | 0.2 | | | 0.6 | | | 0.6 |
Depreciation and amortization | | | 13.2 | | | 13.2 | | | 52.5 | | | 52.5 |
Stock-based compensation expense | | | 12.4 | | | 12.4 | | | 37.9 | | | 37.9 |
Adjusted EBITDA | | $ | 3.0 | | $ | 4.0 | | $ | 23.0 | | $ | 28.0 |
Contact:
Investors
Frank Sparacino
fsparacino@trhc.com
T: 312-451-2157
Media
Anthony Mirenda
amirenda@trhc.com
T: 908-380-2143
Document and Entity Information |
Feb. 24, 2022 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Document Period End Date | Feb. 24, 2022 |
| Entity Registrant Name | TABULA RASA HEALTHCARE, INC. |
| Entity Incorporation, State or Country Code | DE |
| Entity File Number | 001-37888 |
| Entity Tax Identificatoin Number | 46-5726437 |
| Entity Address, Address Line One | 228 Strawbridge Drive |
| Entity Address, Adress Line Two | Suite 100 |
| Entity Address, City or Town | Moorestown |
| Entity Address, State or Province | NJ |
| Entity Address, Postal Zip Code | 08057 |
| City Area Code | 866 |
| Local Phone Number | 648-2767 |
| Title of 12(b) Security | Common Stock, par value $0.0001 per share |
| Trading Symbol | TRHC |
| Security Exchange Name | NASDAQ |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Entity Emerging Growth Company | false |
| Entity Central Index Key | 0001651561 |
| Amendment Flag | false |