As filed with the U.S. Securities and Exchange Commission on January 4, 2022.

Registration No. 333-261676          
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Justworks, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
7372
(Primary Standard Industrial
Classification Code Number)
32-0390469
(I.R.S. Employer
Identification Number)
55 Water Street
29th Floor
New York, New York 10041
(888) 534-1711
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant’s Principal Executive Offices)
Isaac Oates
Chief Executive Officer
Justworks, Inc.
55 Water Street
29th Floor
New York, New York 10041
(888) 534-1711
(Name, Address, Including Zip Code, and Telephone Number, Including
Area Code, of Agent for Service)
Copies to:
Gregory P. Rodgers
Benjamin J. Cohen
Latham & Watkins LLP
1271 Avenue of the Americas
New York, New York 10002
(212) 906-1200
Mario Springer
General Counsel
Justworks, Inc.
55 Water Street
29th Floor
New York, New York 10041
(888) 534-1711
Dwight S. Yoo
Ryan J. Dzierniejko
Skadden, Arps, Slate, Meagher & Flom LLP
One Manhattan West
New York, New York 10001
(212) 735-3000
Approximate date of commencement of proposed sale to the public:
As soon as practicable after this registration statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box: o
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer oAccelerated filer o
Non-accelerated filer xSmaller reporting company o
Emerging growth company x
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 7(a)(2)(B) of the Securities Act. o
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered
Amount to be Registered(1)
Proposed Maximum Offering Price Per Share(2)
Proposed Maximum
Aggregate Offering Price(2)
Amount of Registration Fee(3)
Class A common stock, $0.0005 par value per share
8,050,000
$32.00
$257,600,000
$23,880
(1)Includes 1,050,000 additional shares that the underwriters have the option to purchase to cover over-allotments.
(2)Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(a) under the Securities Act of 1933, as amended.
(3)The registrant previously paid $9,270 in connection with the prior filing of the registration statement.
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.



The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities, and we are not soliciting offers to buy these securities, in any jurisdiction where the offer or sale is not permitted.
Subject to Completion, dated January 4, 2022
         7,000,000 Shares
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        Class A Common Stock
This is an initial public offering of shares of Class A common stock of Justworks, Inc. We are offering 7,000,000 shares of our Class A common stock.
Prior to this offering, there has been no public market for our Class A common stock. It is currently estimated that the initial public offering price will be between $29.00 and $32.00 per share. We have applied to list our Class A common stock on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “JW.”
Upon the completion of this offering, we will have two classes of authorized common stock: Class A common stock and Class B common stock (collectively, our “common stock”). The rights of the holders of each class of our common stock are identical, except voting and conversion rights. Each share of Class A common stock is entitled to one vote per share. Each share of Class B common stock is entitled to 10 votes per share and is convertible into one share of Class A common stock. See the section titled “Description of Capital Stock” for more information. Outstanding shares of Class B common stock will represent approximately 95.7% of the voting power of our outstanding capital stock immediately following this offering, with our directors, executive officers, and 5% stockholders and their respective affiliates representing approximately 88.4% of the voting power.
We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012 and, as such, have elected to comply with certain reduced public company reporting requirements for this registration statement and in future reports after the completion of this offering.
Investing in our Class A common stock involves a high degree of risk. See the section titled “Risk Factors” beginning on page 19 to read about factors you should consider before buying shares of our Class A common stock.
Per ShareTotal
Initial public offering price
Underwriting discounts and commissions(1)
Proceeds, before expenses, to us
_______________
(1)See the section titled “Underwriting” for a description of the compensation payable to the underwriters.
At our request, the underwriters have reserved up to 5% of the shares of Class A common stock offered by us in this offering, for sale at the initial public offering price to certain persons associated with us. See “Underwriting.”
We have granted to the underwriters the option for a period of up to 30 days to purchase up to an additional 1,050,000 shares of Class A common stock from us at the initial public offering price, less the underwriting discounts and commissions.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The underwriters expect to deliver the shares of Class A common stock to purchasers on                    , 2022.
Goldman Sachs & Co. LLCJ.P. Morgan BofA Securities
BairdPiper SandlerRaymond James
StifelWilliam BlairSiebert Williams Shank
Prospectus dated                    , 2022.



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TABLE OF CONTENTS
Page
You should rely only on the information contained in this prospectus or contained in any free writing prospectus filed with the Securities and Exchange Commission (“SEC”). Neither we nor any of the underwriters have authorized anyone to provide any information or make any representations other than those contained in this prospectus or in any free writing prospectus we have prepared. Neither we nor the underwriters take responsibility for, and can provide assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares of Class A common stock offered by this prospectus, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the Class A common stock. Our business, results of operations, financial condition, and prospects may have changed since such date.
We have proprietary rights to trademarks, trade names, and service marks appearing in this prospectus that are important to our business. Solely for convenience, the trademarks, trade names, and service marks may appear in this prospectus without the ® and TM symbols, but any such references are not intended to indicate, in any way, that we forgo or will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors to these trademarks, trade names, and service marks. All trademarks, trade names, and service marks appearing in this prospectus are the property of their respective owners.
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For investors outside of the United States: Neither we nor any of the underwriters have done anything that would permit this offering or possession or distribution of this prospectus or any free writing prospectus we may provide to you in connection with this offering in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside of the United States who come into possession of this prospectus and any free writing prospectus must inform themselves about and observe any restrictions relating to this offering and the distribution of this prospectus outside of the United States.
Through and including                    , 2022 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.
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LETTER FROM OUR FOUNDER, ISAAC OATES

Dear Prospective Shareholder:
Thank you for taking the time to learn about what it means to be a Justworks shareholder. I have always believed that you should “do what you say, and say what you do.” This prospectus is an opportunity for us to say what we do. First, though, let me explain why.
As I’ve grown up, there have been people along the way who mentored me or gave me an opportunity. They saw something in me before I could see it for myself. Perhaps there have been people like this in your life, too. Or perhaps not—I have come to appreciate that these moments are not evenly distributed among us. That needs to change.
I started Justworks to help people realize their potential. This is our shared purpose and we seek to achieve it in three distinct ways.
First, we help people realize their potential by working towards our mission of helping entrepreneurs and businesses grow with confidence. These businesses create jobs, strengthen communities, and spur innovation. They are an important part of our economy and our society.
Second, as we work towards our mission, our own people learn, grow, and develop. We are at our best when we are helping others be at their best.
Finally, through Justworks.org, we aim to create more equitable access to entrepreneurship. This is good for our business and good for the world.
Our business
We help our customers with payroll, HR, benefits, and compliance. Our customers did not start their businesses to focus on these areas. They would prefer to spend their energy on other things. (Some will tell you that they would rather focus on anything else.)
This creates a tremendous opportunity for Justworks which, as you have gathered from our name, is meant to “just work.” By helping small businesses with all of the complex, high-stakes aspects of having a workforce, we establish deep customer relationships characterized by unusually high switching costs.
Our customers
Justworks’ customers are, first and foremost, entrepreneurs. They are extraordinary.
They eschew mainstream careers. They see an opportunity where others don’t. They conceive of products and services that are better than anything on the market. They convince investors to put money into their fledgling business, customers to buy when they have almost nothing to sell, and employees to join them on their adventure.
They build the businesses that comprise your community and mine. They create the household brands of tomorrow. They create technologies that large corporations buy. They create jobs and opportunity. They are the engine of our economy.
We are here to support these businesses at the beginning of their journey. The target market for our services is U.S.-based small businesses with less than 100 employees. Collectively, these businesses employ about 40 million people. This enormous market tends not to be well served because small businesses are difficult to reach and have complex needs. Most providers don’t think the juice is worth the squeeze in this market. Instead, they tend to drift upmarket in search of more profitable customers.
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For Justworks, though, we can’t imagine a better market to serve. Our customers have taken on perhaps the biggest challenge in their lifetime. They are looking for a partner they can trust. They are looking for modern software and high-quality service. They are looking for peace of mind.
Serving this segment efficiently—that is, offering the best product at the lowest cost—means that we must make certain trade-offs. We can’t be all things to all people. So, we prioritize inside sales and self-service over field sales; centralized support over on-site support; transparent pricing over “wheeling and dealing”; off-the-shelf software with limited customization. For our customers, these trade-offs make Justworks an ideal partner.
We are proud of our customers and proud to be part of their story. We will continue to work toward serving more of them and serving them in more ways. We are just getting started.
How we think
If you do choose to invest in Justworks, I hope you will plan to hold your shares for a long time. As in any partnership, it is useful for you to know how we think.
First, we think about our customers—the businesses we work with as well as their people—all the time. When they do well, we do well. They stand on our shoulders and we will never forget that.
Second, we consider every decision as it relates to our values: camaraderie, openness, grit, integrity, and simplicity. We call them COGIS for short. We won’t compromise these values because they are the essence of who we are.
Third, financially, we focus on maximizing the present value of future cash flows (per share) while maintaining a flexible balance sheet.
Our company
Justworks is a special company. We are intelligent, creative, optimistic, and have a high work ethic. We strive to maintain a culture of belonging and acceptance where people can be themselves, work together, trust each other, innovate, learn, laugh, and have fun.
When a new employee joins Justworks, one of our first conversations is about teamwork. We talk about what it means to be part of a high-performing team. We talk about how a team can be more than the sum of its parts, how it can accomplish something together that none of the individuals could do on their own. It is not an oversimplification to say that Justworks has gotten here because of how our teams work together.
Beyond the motivations described earlier, we also build products and provide services that people love because we crave the satisfaction of a job well done.
The most important product we build is our company itself. Justworks must continue to be a place where people want to be, a place where they can do their best work, and a place where people develop their leadership skills and go on to have a tremendous and positive impact on our world.
To all the people who have been part of building Justworks so far: Thank you.
Come join us.
Isaac

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PROSPECTUS SUMMARY
This summary highlights selected information that is presented in greater detail elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our Class A common stock. You should read this entire prospectus carefully, including the sections titled “Risk Factors,” “Special Note Regarding Forward-Looking Statements,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our consolidated financial statements and related notes included elsewhere in this prospectus, before making an investment decision. Unless the context otherwise requires, the terms “Justworks,” the “company,” “we,” “us,” and “our” in this prospectus refer to Justworks, Inc. and its consolidated subsidiaries. The last day of our fiscal year is May 31.
Overview
Justworks is a cloud-based software platform that gives small and medium-sized businesses (“SMBs”) access to benefits, payroll, human resources (“HR”), and compliance support—all in one place. We drive economies of scale via co-employment, enabling attractive cost savings for our customers and providing them a richer suite of benefits for their employees. We believe we are the first provider to combine this powerful demand aggregation dynamic with a simple, intuitive user experience and 24/7 expert support—enabling entrepreneurs and SMBs to grow with confidence. That is why over 8,000 customers across all 50 U.S. states representing almost 140,000 worksite employees (“WSEs”), as of November 30, 2021, trust Justworks as their human capital management (“HCM”) platform.
For SMBs, particularly those with less than 100 employees who collectively represent over 40 million people in the United States, the vast majority of HCM tasks are manual or paper-based. These tasks can require an outsized amount of time for managers, distracting them from what matters most—running their businesses. Given their size, SMBs also often struggle to attract and retain top talent due to the relative cost of securing benefits packages in-line with what larger organizations are able to offer. Meanwhile, regulations often place a disproportionate burden on SMBs, particularly those with geographically distributed teams, forcing them to deal with complex compliance hurdles they are ill-equipped to handle.
Justworks modernizes nearly every aspect of people management for SMBs through our all-in-one and highly-scalable, cloud-based software. We combine a modern HCM platform that is purpose-built for entrepreneurs and emerging businesses with payroll and tax processing services, compliance solutions, and access to comprehensive employee benefits. We are able to sponsor and maintain a broad range of attractive benefits plans by aggregating employees from many small businesses into a single large entity known as a professional employer organization (“PEO”).
Our platform is designed for SMBs with under 100 employees, a typically underserved portion of the market, yet we often retain larger customers as they scale. Our product-market fit, award-winning support, and brand affinity within this segment of the SMB market has enabled us to establish a 5-year historical average Net Promoter Score® (“NPS”) of 58% for the fiscal year ended May 31, 2021, as compared to a 5-year historical average HR services industry NPS of around 16%, according to the ClearlyRated 2021 NPS Benchmarks for HR Service Providers.
We built our entire platform from the ground up for our customers with a focus on ease-of-use, while obsessing over our product design and brand. Together with our investments in self-service, simple user experience, and automation, our approachable identity is a key part of what enabled us to drive a subscription revenue net retention rate of 117% for the last fiscal year.
We have a cost efficient go-to-market engine, combining an inside sales team for established SMBs and an automated self-enrollment funnel for emerging businesses. This funnel represented 15% of new business during the twelve months ended August 31, 2021. Additionally, we engage with professional services providers such as insurance brokers and accountants to acquire more customers. This has enabled us to drive a lifetime value to customer acquisition cost ratio of 5.7x during the twelve months ended August 31, 2021.
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Our team is led by our founder and CEO, Isaac Oates, and a deep bench of leaders with highly relevant industry experience, averaging 24 years. We thrive in a founder-led and entrepreneurial culture, allowing us to adjust to market changes with agility and make strategic decisions decisively. Justworks is also consistently ranked as a top place to work. In 2021, our team won the Gold and Silver Stevie® Awards for Sales & Customer Service, including for our COVID-19 response; we secured a top-three placement in Selling Power’s “50 Best Companies to Sell For” rankings for the fourth consecutive year; and we were recognized by Fortune Magazine and Great Place to Work® as one of the “Best Workplaces in NYC” for the fourth time.
Our business has experienced significant historical growth, has strong margins, is highly capital efficient, and enjoys a significant degree of predictability. For the fiscal years ended May 31, 2021 and 2020, we generated:
Total revenue of $982.7 million and $742.4 million, respectively, representing 32.4% year-over-year growth;
Gross profit of $106.1 million and $77.1 million, respectively;
Contribution profit of $139.8 million and $103.7 million, respectively;
Adjusted gross profit of $107.4 million and $78.1 million, respectively;
Income from operations of $12.8 million and loss from operations of $21.3 million, respectively; and
Adjusted income from operations of $17.8 million and adjusted loss from operations of $5.3 million, respectively.
Contribution profit, adjusted gross profit, and adjusted income from operations are non-GAAP financial measures. See the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for additional information on our non-GAAP financial measures.
Industry Background
Human capital management is critical to the success of every organization. Labor costs, which include wages, benefits, taxes, onboarding, training, time and attendance, and performance management, are often the biggest costs of doing business. In addition to the expense, many of these items also require compliance with federal, state, and local employment laws, which can be a significant burden on management’s time and focus.
As a result, the HCM market is large, growing, and highly fragmented. It is comprised of various software and service providers who range from offering point solutions to fully outsourced HR services. Companies of different sizes often approach HCM in a variety of ways based on their geographic footprints, available resources, internal expertise, and other company-specific needs and factors.
Entrepreneurs and SMBs, in particular, are disproportionately affected by the time and resources required to handle these administrative tasks, which can distract them from focusing on their core business. While software-based point solutions can streamline and centralize the HR workflow, these solutions still require the SMBs to manage and integrate the software themselves.
Alternatively, SMBs can have their HR function managed by a provider through a PEO model which provides access to payroll, benefits, compliance and risk management, among other aspects of the HR workflow, all in one solution.
We believe the PEO model represents an attractive component of the HCM industry as it helps businesses manage the full HR workflow, navigate rising regulatory complexities, and offload the significant administrative burden—allowing companies to focus on their core operations.
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PEO Model Overview
In a PEO model, SMBs engage in a contractual relationship with the PEO provider known as co-employment. This allows the provider to aggregate many WSEs at their customers’ businesses under a single federal employer identification number (“EIN”) and file employment taxes on a consolidated basis. It also provides WSEs access to more attractive benefits and insurance plans that come with the scale of a larger employee base. The PEO model also involves managing certain employment-related and insurance risks.
The PEO model helps SMBs by outsourcing HR functions including:
Payroll. Process automated payroll deposits and other types of one-off payments and handle related payroll taxes.
Benefits. Handle all aspects of employee benefits administration, such as facilitating plan selection, claims support, and other benefits-related paperwork. The PEO model also provides WSEs access to a wider variety of medical, dental, and vision coverage at more affordable rates than what an SMB would be able to provide.
HR. Allow businesses to manage their people via tools to handle onboarding, training, tracking paid time off, time and attendance, and performance management.
Compliance. Assist businesses with their employer-related compliance needs including new hire reporting, workers’ compensation coverage, employment payroll tax filings, W-2 processing, Employment Practices Liability Insurance (“EPLI”), and State Unemployment Insurance (“SUI”) filings.
Industry Trends
Operating a small business is getting increasingly harder—seemingly requiring more time to stay on top of HR-related tasks and regulations each year. We believe that several key trends are converging to create opportunity for Justworks to capture market share from other HCM providers:
Millennial and Gen Z populations prefer a self-service model with limited touch points. According to the Department of Labor, the Millennial and Gen Z population is projected to comprise 46% of the total workforce in 2021 and 56% of the total workforce by 2026. Meanwhile, as reported in a Gartner survey, “of more than 4,500 customers conducted in December 2020 revealed that most millennials (62%) and Gen Z customers (75%) report they would use noncompany guidance to self-resolve their issues either all or most of the time, even when they have the option of contacting customer service. This is a significant difference from the 19% of baby boomers and 43% of Gen X customers who report they would do the same.” For more information on the Gartner Content, see the section titled “Market and Industry Data”.
Businesses are using more digital work processes. Companies are increasingly adopting digital solutions to create efficiencies in the workplace and improve the overall employee experience. According to MarketsandMarkets, the global digital workplace market is expected to grow from $22.7 billion in 2020 to $72.2 billion in 2026, representing a 21% compound annual growth rate. Digital work processes also allow companies to attract and retain employees, mitigate risks, and adhere to regulatory requirements.
Businesses are increasingly geographically distributed. In recent years, the workforce has become more geographically distributed, a trend that has only been further accelerated by COVID-19. Companies are becoming more flexible as to where their employees work geographically. According to the May 2020 “Survey of Business Uncertainty” conducted by the Atlanta Federal Reserve, 5-6% of employee working days were spent at home prior to the pandemic. This figure is expected to settle to around 16% post-pandemic—a threefold increase over the pre-COVID-19 status quo.
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Regulation of employee benefits are becoming increasingly complex and expensive, making PEOs more attractive. There are currently more than 180 federal employment laws. This does not include the large and growing number of regulations that businesses need to comply with on a state and local level. For example, together, New York and California passed more than 35 new employment laws that took effect in 2020 and 2021. Moreover, regulation at the federal, state, and local levels can change materially and suddenly with the introduction of a major new piece of regulation, such as the Affordable Care Act (“ACA”). At the same time, small-group insurance premiums have been rising quickly and consistently. According to a survey conducted by Aon, the average medical plan premium has increased approximately 8% annually over the past 10 years. This complexity and expense has made PEO services more attractive. Research by the National Association of Professional Employer Organizations (“NAPEO”) showed average annual health benefits cost savings of 37% per employee for businesses using a PEO versus those that do not. In addition, the complexity of assembling a diverse range of plans and options for employees makes utilizing a PEO model increasingly attractive for SMBs.
Talent acquisition and retention is becoming increasingly more competitive. The market for hiring quality talent has become increasingly competitive. According to a survey by the Society for Human Resource Management (“SHRM”), 46% of respondents said health insurance was either the deciding factor or a positive influence in choosing their current job. Further, the three main drivers in evaluating their satisfaction with the plan were coverage, cost, and choice. As companies seek to hire and retain talent, it is critical that they are able to provide comprehensive insurance, benefits coverage, and health and wellness perks that meet the expectations of the modern workforce.
Key Challenges Our Customers Are Facing
There are several key challenges SMBs face, particularly those with less than 100 employees, when managing their HCM needs, including:
SMBs often struggle to manage critical HCM needs in an efficient and comprehensive manner. Small businesses often lack the internal resources and experience necessary to effectively and cost-efficiently address all of their HCM needs. Point solutions may solve individual needs of organizations but are often time consuming and difficult to integrate with other products, minimizing their effectiveness. Meanwhile, many legacy PEO service providers do not offer cloud-native solutions and are often disparate and labor-intensive to administer, driving up costs.
Many legacy service providers offer cumbersome solutions while lacking self-service options. Many legacy PEO service providers’ solutions are complex and confusing, ultimately impacting the customer and employee experience. Everyday HCM tasks, from adding or removing an employee to the platform to requesting benefits enrollment changes, often require interaction with the PEO via a phone call or email.
Managers often lack the time, experience, and resources necessary to handle personal and time-consuming employee issues. Benefits enrollment, payroll taxes, and related changes can be highly personal and complicated. Employees are often uncomfortable going to their manager to discuss private, sensitive, and health-related benefits questions. Furthermore, managers often do not have the time or expertise to deal with these issues. Legacy PEO service providers’ customer service teams are frequently unauthorized or unable to directly address and resolve employee questions and requests.
Pricing tends to be opaque and counterintuitive. Many legacy PEO service providers do not publish their pricing models and have opaque invoices, often causing significant customer frustration. This lack of transparency can ultimately lead to higher costs with less money available for employee benefits.
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Lack of scale can be a barrier to access high-quality, cost-effective benefits. SMBs, particularly those with less than 100 employees, are disadvantaged relative to larger businesses with the scale and resources to secure quality benefits options, especially health insurance. Ultimately, this can impact an SMB’s ability to recruit and retain high quality talent.
The complex web of regulations creates a disproportionate burden on small businesses. Regulations often overlap and vary significantly across states and counties, making it difficult for companies, and specifically SMBs, to keep up and ensure compliance. This complexity has only been exacerbated with more companies operating with distributed teams across multiple jurisdictions. Additionally, SMBs are often ill-equipped to monitor and react to sudden and material changes in the regulatory environment. Over the past several years, these changes have included the ACA and the Coronavirus Aid, Relief, and Economic Security Act (“CARES”).
The Benefits of Our Differentiated Platform
Our PEO platform modernizes the HCM functionality most critical for SMBs with less than 100 employees through our cloud-based solution, with the following key benefits:
All-in-one cloud-based software platform that we built for our customers from the ground up. We are a scalable 100% cloud-based software platform, supporting over 8,000 customers across all 50 U.S. states and almost 140,000 WSEs as of November 30, 2021. We enable HCM managers and employees alike to quickly and securely access benefits, payroll, and other HR functionality from anywhere, anytime. Our cloud-based software platform maintains structural cost advantages from onboarding to operating and servicing our customers. Furthermore, our in-house tech stack allows us to efficiently build and integrate solutions as we continually refine our product offering through continuous software updates.
Intuitive self-service user experience. 71% of our WSEs are Millennials or from Gen Z, who often prefer to handle issues themselves using modern and straightforward software. With an interface that is intuitive, easy-to-use, and automated, our platform was built to be self-service first. Whether it is the CEO adding a new hire or the HR manager choosing to offer new benefits for their employees, it just works, whether at night, over a weekend, or on a holiday. Our reporting tools also enable our customers to make real-time data-driven decisions. Our approachable and easy-to-use software platform is a key part of what has enabled us to create and sustain an experience that we believe our customers and their employees love.
Direct high-value employee engagement. Our software makes many payroll, benefits, HR, and compliance tasks manageable via self-service, empowering our customer support team to focus on more complex topics and challenges that our customers and their employees may face. This means that the conversations that our customers and their employees have with our team are typically higher value interactions. Although our core customer demographic prefers self-service solutions, which also keep costs low for us, when they need incremental help, they expect support from someone who is empathetic, knowledgeable, competent, and available. We provide this to our customers with a staff that is available 24 hours a day, seven days a week.
Transparent pricing delivering significant value to our customers. Our transparent pricing structure is published on our website and charged on a per employee basis with no hidden costs, ensuring customers know exactly what they are buying. By cutting through the pricing complexity of legacy PEO solutions, we are able to create customer trust, satisfaction, and loyalty.
Comprehensive and integrated benefits options. We offer various curated benefits packages to our customers and their employees. These include access to national health insurance from three major carriers at competitive rates. We also offer access to dental and vision coverage, 401(k), Flexible Spending Accounts (“FSAs”), and Health Savings Accounts (“HSAs”), and many other types of benefits with offerings in-line with larger organizations. We believe this ultimately allows our SMB customers to attract and retain high quality talent. Our software also enables us
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to streamline the benefits selection and enrollment process with greater transparency, education, and self-service features, making the new employee onboarding process seamless and integrated for our customers.
Frictionless compliance. With numerous, multi-layered regulations that vary significantly across states and counties, we provide compliance and reporting services that are constantly updated and integrated into our platform. Ultimately, this enables our customers to minimize risk and the cost of non-compliance, allowing them to focus on running their core business. As new regulations are created and the workforce becomes more geographically distributed, our customers are able to stay in compliance and access new government programs. For example, through November 30, 2021 we were able to help customers identify and secure over $149 million of relief throughout the COVID-19 pandemic via the CARES Act and the Families First Coronavirus Relief Act (“FFCRA”).
Our founder-led and entrepreneurial culture is a critical differentiating factor when our customers select our platform. We strive to foster an environment that allows our employees to thrive, and in turn, provide what we believe to be a world-class customer experience. Ultimately, this engenders significant customer loyalty, as reflected by our 5-year historical average NPS of 58% for the fiscal year ended May 31, 2021.
Our Opportunity
Our cloud-based software platform was purpose-built for our customers, and we believe we are well positioned to serve our target market of SMBs with less than 100 employees as a result. Our product is designed to be used across various industries, with a core set of tools designed to assist our customers in growing their business. This simultaneously allows us to scale without incremental support costs driven by industry specification, or unique needs that arise when customers reach a significant size.
We estimate our current annual addressable market size to be $40 billion. To calculate this estimation, we identified that there are approximately 40 million employees working at companies with less than 100 employees, our target customer size, in the United States, according to the U.S. Bureau of Labor Statistics (“BLS”). Within this segment, our core target market also excludes certain industries. To account for this, we cited the total employment statistics from BLS for 2020, which are available on a per industry basis. Using this data, we identified that there are approximately 97 million employees working at companies of any size excluding the agriculture, state and local government, federal government, educational services, mining, construction, and manufacturing sectors. This represented 74% of the total employees reported by BLS for 2020, excluding state, local, and federal government employees. We then applied this same ratio to the approximately 40 million employees working at companies with less than 100 employees in the United States to estimate that there are roughly 29 million addressable employees in our core target market.
We then applied our annualized average contribution profit per employee per month (“PEPM”) of $113 for the fiscal year ended May 31, 2021 to derive our approximate addressable market size.
Our Growth Strategy
We are dedicated to continuing to differentiate ourselves as the leader in integrated benefits, payroll, HR, and compliance support for SMBs with less than 100 employees across the United States. Key elements of our growth strategy include:
Acquiring newly formed and rapidly growing businesses as customers. Our platform is aimed at addressing the complexity of providing payroll and benefit services to newly formed and growing businesses. Given our estimated addressable market size of $40 billion, we believe our current customer base represents a small portion of the SMB market that could benefit from our platform. To further penetrate this market, we will continue to invest in sales and marketing initiatives and focus on large metropolitan statistical areas with high concentrations of digitally-
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native businesses. As evidence of our compelling value proposition, our lifetime value to customer acquisition cost ratio during the twelve months ended August 31, 2021 was 5.7x.
Growing and scaling with our existing customers. As of November 30, 2021, we served over 8,000 customers across all 50 states representing almost 140,000 WSEs. Our customer base is largely comprised of businesses in high growth industries such as technology and professional services. As our customers grow and add additional WSEs, our comprehensive cloud-based software platform is able to scale alongside them and support their growth. We achieved a subscription revenue net retention rate of 117% for the last fiscal year.
Continuing to innovate and expand our core capabilities. We work with our customers to innovate and expand our core capabilities to make the HR experience for SMBs better and more accessible. For example, we launched Benefits Lab which provides additional integrated benefits such as access to health facilities and digital mental health providers to customers on our Plus plan, as described below. We also recently introduced native e-Signature to increase customer efficiency by allowing them to upload their own HR documents and request signatures from their employees directly in our platform. In the fiscal year ended May 31, 2021, we launched and deployed over 50 product updates, and we will continue investing in our technology to sustain and increase our product leadership and deliver increased value to customers.
Pursuing strategic M&A. Our M&A strategy centers on delivering additional value to our target market of SMBs with under 100 employees through expanded product capabilities and service offerings. For example, in October 2020, we acquired and successfully integrated Boomr, a leading cloud-based time and attendance solution that simplifies and automates the process of tracking employees’ work hours. We will continue to selectively execute M&A to enhance our platform, add new service offerings, and expand into different markets to capture additional share in the SMB market and augment our organic growth.
Recent Developments
Estimated Preliminary Results for the Three Months Ended November 30, 2021
Set forth below are certain preliminary and unaudited estimates of selected financial and other information for the three months ended November 30, 2021 and actual unaudited financial and other information for the three months ended November 30, 2020. All percentage comparisons to the three months ended November 30, 2020 are measured to the midpoint of the range provided for the three months ended November 30, 2021.The unaudited selected financial and other information for the three months ended November 30, 2021 reflects our preliminary estimates with respect to such results based on currently available information and is subject to completion of our financial closing procedures. Our financial closing procedures for the three months ended November 30, 2021 are not yet complete and, as a result, our actual results may vary from the estimated preliminary results presented here and will not be finalized until after the completion of this offering.
These estimates should not be viewed as a substitute for our full interim or annual financial statements prepared in accordance with U.S. generally accepted accounting practices (“GAAP”). Further, our preliminary estimated results are not necessarily indicative of the results to be expected for any future period as a result of various factors, including, but not limited to, those discussed in the sections titled “Risk Factors” and “Special Note Regarding Forward-Looking Statements.” This information should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for prior periods included elsewhere in this prospectus.
The preliminary estimates presented below have been prepared by, and are the responsibility of, management. Ernst & Young LLP, our independent registered public accounting firm, has not audited, reviewed, compiled, or performed any procedures with respect to the preliminary financial information. Accordingly, Ernst & Young LLP does not express an opinion or any other form of assurance with respect thereto.
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Three Months Ended November 30, 2020Three Months Ended November 30, 2021
(in millions)ActualLow (estimated)High (estimated)
Consolidated Statements of Operations Data:
Total revenue$222.9 $313.9 $321.0 
Total cost of revenue$201.1 $278.3 $284.4 
Gross profit $21.8 $35.6 $36.6 
Loss from operations$(1.2)$(3.2)$(2.4)
The table below presents a reconciliation of gross profit to contribution profit:
Three Months Ended November 30, 2020Three Months Ended November 30, 2021
(in millions)ActualLow (estimated)High (estimated)
Gross profit$21.8 $35.6 $36.6 
Cost of providing services8.1 12.1 12.1 
Contribution profit$29.9 $47.7 $48.7 
The table below presents a reconciliation of loss from operations to adjusted income from operations:
Three Months Ended November 30, 2020Three Months Ended November 30, 2021
(in millions)ActualLow (estimated)High (estimated)
Loss from operations$(1.2)$(3.2)$(2.4)
Stock-based compensation expense 1.2 4.4 4.4 
Adjusted income from operations$— $1.2 $2.0 
Total revenue for the three months ended November 30, 2021 is expected to be between $313.9 million and $321.0 million, a 42.4% increase from $222.9 million for the three months ended November 30, 2020. We expect this increase in total revenue primarily due to an increase in WSEs compounded by an increase in total revenue per WSE attributable to a more advantageous customer and pricing mix.
Total cost of revenue for the three months ended November 30, 2021 is expected to be between $278.3 million and $284.4 million, a 39.9% increase from $201.1 million for the three months ended November 30, 2020. We expect this increase in total cost of revenue primarily due to an increase in WSEs resulting in higher benefits and insurance fees in addition to an increase in cost of providing services, largely driven by higher compensation costs.
Gross profit for the three months ended November 30, 2021 is expected to be between $35.6 million and $36.6 million, a 65.6% increase from $21.8 million for the three months ended November 30, 2020. We expect this increase in gross profit primarily due to the increases associated with total revenue and total cost of revenue, in addition to a reduction in workers’ compensation costs.
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Contribution profit for the three months ended November 30, 2021 is expected to be between $47.7 million and $48.7 million, a 61.2% increase from $29.9 million for the three months ended November 30, 2020. We expect this increase in contribution profit primarily due to the increases associated with total revenue and total cost of revenue, in addition to a reduction in workers’ compensation costs.
Loss from operations for the three months ended November 30, 2021 is expected to be between $3.2 million and $2.4 million, an increase from a loss of $1.2 million for the three months ended November 30, 2020. We expect this increase in loss from operations primarily due to an increase in compensation costs, partially offset by an increase in gross profit.
Adjusted income from operations for the three months ended November 30, 2021 is expected to be between $1.2 million and $2.0 million, an increase from $0.0 million for the three months ended November 30, 2020. We expect this increase in adjusted income from operations primarily due to an increase in gross profit partially offset by an increase in operating expenses due to increased compensation costs.
Additionally, cash and cash equivalents as of November 30, 2021 are expected to be approximately $109.8 million, and total principal amount of debt outstanding as of November 30, 2021 is expected to be approximately $15.2 million.
Risk Factors Summary
Our business is subject to a number of risks and uncertainties of which you should be aware before making a decision to invest in our Class A common stock. These risks are more fully described in the section titled “Risk Factors” immediately following this prospectus summary. These risks relate to, among others, the following issues:
SMBs may be unwilling to outsource their payroll administration and human resources support to a third-party service provider;
our ability to compete successfully against existing and future competitors in the PEO industry;
our ability to manage our growth effectively;
our ability to maintain our company culture as we expand;
pandemics, epidemics, or disease outbreaks, such as the COVID-19 pandemic;
our ability to keep pace with technological and competitive developments and develop, or otherwise introduce new products and solutions and enhancements to our existing offerings;
we may not be successful in our efforts to make acquisitions and successfully integrate newly acquired businesses or products in the future;
risks associated with our co-employment relationship of worksite employees and the possible liability we may be subject to as a result of such relationships;
our dependence on existing subscription customers, as well as our need to increase sales of our subscriptions to new customers;
our dependence on our current management team and other key employees, and our inability to attract and retain highly skilled employees;
our ability to develop and expand our marketing and sales capabilities and our ability to maintain consumer awareness of our brand;
fluctuations in the sales prices of our products and solutions;
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the adequacy of our customer support;
our need for and ability to obtain additional financing to achieve our goals;
complying with new and existing state and federal laws, especially relating to laws and regulations that govern what it means to be an employer or an employee, and uncertainty as to the application of these laws to us and our customers;
losing recognition as an employer of worksite employees under federal and state laws and regulations, or for ERISA purposes;
our reliance on third-party service providers that could experience a security breach, data loss, or other compromise, including if unauthorized parties obtain access to our customers’ data;
our reliance on information technology systems, and any real or perceived bug, defect, security vulnerability, error, or other performance failure involving our platform, products or solutions;
complying with laws and regulations relating to data privacy, data protection, advertising, and consumer protection;
our ability to protect our proprietary technology, or to obtain, maintain, protect, and enforce sufficiently broad intellectual property rights therein;
our reliance on third party software, including open source software, in our products and services;
our dual class structure of our common stock; and
risks related to our status as an emerging growth company.
Corporate Information
We were originally incorporated on October 5, 2012 as Clockwork Solutions, Inc., a Delaware corporation. On March 26, 2013, we changed our name to Justworks, Inc. Our principal executive offices are located at 55 Water Street, New York, New York 10041, and our telephone number is (888) 534-1711. Our website address is www.justworks.com. Information contained on, or that can be accessed through, our website does not constitute part of this prospectus, and the inclusion of our website address in this prospectus is an inactive textual reference only. Investors should not rely on any such information in deciding whether to purchase our Class A common stock.
Implications of Being an Emerging Growth Company
As a company with less than $1.07 billion in revenue during our most recently completed fiscal year, we qualify as an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As an emerging growth company, we may take advantage of specified reduced disclosure and other requirements that are otherwise applicable, in general, to public companies that are not emerging growth companies. These provisions include:
not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002;
reduced disclosure obligations regarding executive compensation; and
exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
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The JOBS Act also permits emerging growth companies to delay adopting new or revised accounting standards until such time as those standards would apply to private companies. We have elected to avail ourselves of this accommodation allowing for delayed adoption of new or revised accounting standards until the earlier of the date we (a) are no longer an emerging growth company or (b) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our consolidated financial statements and the reported results of operations contained therein may not be directly comparable to those of other public companies.
We will remain an emerging growth company until the earliest to occur of: (1) the last day of the fiscal year in which we have more than $1.07 billion in annual revenue; (2) the date we qualify as a “large accelerated filer,” with at least $700 million of equity securities held by non-affiliates; (3) the date on which we have issued, in any three-year period, more than $1.0 billion in non-convertible debt securities; and (4) the last day of the fiscal year ending after the fifth anniversary of the completion of this offering.
We may take advantage of these exemptions until such time that we are no longer an emerging growth company. Accordingly, the information contained herein may be different than the information you receive from other public companies in which you hold stock.
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THE OFFERING
Class A common stock offered by us
7,000,000 shares.
Option to purchase additional shares of Class A common stock
1,050,000 shares.
Class A common stock to be outstanding after this offering
20,291,988 shares (or 21,341,988 shares if the underwriters exercise their option to purchase additional shares of Class A common stock in full).
Class B common stock to be outstanding after this offering
42,135,392 shares.
Total common stock to be outstanding after this offering
62,427,380 shares (or 63,477,380 shares if the underwriters exercise their option to purchase additional shares of Class A common stock in full).
Use of proceeds
We estimate that that we will receive net proceeds from this offering of approximately $195.1 million (or $225.1 million if the underwriters exercise their option to purchase additional shares of Class A common stock in full), based on an assumed initial public offering price of $30.50 per share (which is the midpoint of the price range set forth on the cover page of this prospectus) and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.
We currently intend to use the net proceeds from this offering for working capital, to fund growth and for other general corporate purposes. We will have broad discretion in the way that we use the net proceeds of this offering. See the section titled “Use of Proceeds” for additional information.
Directed Share Program
At our request, the underwriters have reserved for sale at the initial public offering price up to 5% of the shares of Class A common stock offered by us in this offering, to certain individuals or entities, including our directors and employees and certain other individuals or entities identified by them, through a directed share program. If purchased by these individuals or entities, these shares will be subject to a lock-up restriction for a period of 180 days from the date of this prospectus. The number of shares of Class A common stock available for sale to the general public will be reduced by the number of reserved shares sold to these individuals or entities. Any reserved shares not purchased by these individuals or entities will be offered by the underwriters to the general public on the same terms as the other shares of Class A common stock offered under this prospectus. See “Certain Relationships and Related Party Transactions” and “Underwriting.”
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Voting Rights
Shares of our Class A common stock are entitled to one vote per share. Shares of our Class B common stock are entitled to ten votes per share.
Holders of our Class A common stock and Class B common stock will generally vote together as a single class, unless otherwise required by law or our amended and restated certificate of incorporation. Following the completion of this offering, each share of our Class B common stock will be convertible into one share of Class A common stock at any time and will convert automatically upon certain transfers or, if earlier, upon the tenth anniversary of the completion of this offering. Immediately following the completion of this offering, the outstanding shares of our Class B common stock will represent approximately 95.7% of the voting power of our outstanding capital stock, assuming no exercise of the underwriters’ option to purchase additional shares. The Class B stockholders will have the ability to control the outcome of matters submitted to our stockholders for approval, including the election of directors and the approval of any change of control transaction. See the section titled “Description of Capital Stock” for additional information.
Risk factorsSee the section titled “Risk Factors” and the other information included in this prospectus for a discussion of factors you should carefully consider before deciding to invest in shares of our Class A common stock.
Proposed Nasdaq symbol
“JW”
The number of shares of our common stock to be outstanding after this offering is based on 13,291,988 shares of Class A common stock and 42,135,392 shares of Class B common stock, in each case outstanding as of November 30, 2021 (including 76,840 shares of Class A common stock and 91,091 shares of Class B common stock subject to our right of repurchase), after giving effect to the Preferred Stock Conversion (as defined below), and excludes:
3,386,010 shares of Class B common stock issuable upon the exercise of stock options outstanding under our 2012 Plan as of November 30, 2021, with a weighted average exercise price of $6.36 per share;
9,627,727 shares of Class A common stock issuable upon the exercise of stock options outstanding under our Second Amended and Restated 2018 Stock Plan (the “2018 Plan”) as of November 30, 2021 with a weighted-average exercise price of $8.67 per share;
53,000 shares of Class A common stock issuable upon the exercise of a warrant to purchase Class A common stock outstanding as of November 30, 2021 with an exercise price of $0.01 per share;
87,500 shares of Class B common stock issuable upon the exercise of a warrant to purchase Class B common stock outstanding as of November 30, 2021 with an exercise price of $0.01 per share;
1,600,000 shares of Class A common stock issuable upon the exercise of stock options that we intend to grant to our Founder, Isaac Oates, under our 2022 Incentive Award Plan (the “2022 Plan”), which will become effective in connection with this offering, with an exercise price equal to the initial public offering price (the “Founder Award”) (see “Executive and Director Compensation” for additional information regarding the Founder Award);
26,531 shares of Class A common stock, based on an assumed initial public offering price of $30.50 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, issuable upon the exercise of stock options that we intend to grant, to certain of our employees, under our 2022 Plan, which will become effective in connection with this offering, with an exercise price equal to the initial public offering price (the “IPO Options”);
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244,688 shares of Class A common stock, based on an assumed initial public offering price of $30.50 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, issuable in connection with the vesting and settlement of restricted stock units that we intend to grant, to certain of our employees, under our 2022 Plan, which will become effective in connection with this offering (the “IPO RSUs”);
6,646,762 additional shares of our Class A common stock reserved for future issuance under our 2022 Plan (which number, for the avoidance of doubt, excludes the Founder Award, IPO Options, and IPO RSUs), which will become effective in connection with this offering, as well as any automatic increases in the number of shares of our Class A common stock reserved for future issuance under our 2022 Plan;
1,245,189 shares of our Class A common stock that will become available for future issuance under the 2022 Employee Stock Purchase Plan (the “2022 ESPP”), which will become effective in connection with this offering, as well as any automatic increases in the number of shares of our Class A common stock reserved for future issuance under our 2022 ESPP; and
675,180 shares of our Class A common stock that we have reserved for future issuance, over a period of 10 years, to Justworks Foundation, a 501(c)(3) private foundation (“Justworks.org”), to fund and support our social impact initiatives (67,518 of which shares we plan to issue to Justworks.org within 30 days after the closing of this offering and an additional 67,518 of which we plan to issue in 2022 (after the initial issuance) and in each year starting in 2023 through 2030).
On the date immediately prior to the date of this prospectus, we will cease granting awards under each of the 2012 Plan and 2018 Plan. See the section titled “Executive and Director Compensation—Equity Compensation Plans” for additional information.
Unless otherwise indicated, this prospectus reflects and assumes the following:
the automatic conversion of all outstanding shares of (i) our Series A preferred stock, Series B preferred stock, and Series C preferred stock into an aggregate of 30,756,552 shares of our Class B common stock and (ii) our Series A-1 preferred stock, Series B-1 preferred stock, Series C-1 preferred stock, Series D preferred stock, and Series E preferred stock into an aggregate of 9,820,964 shares of our Class A common stock, in each case, which will occur immediately prior to the filing and effectiveness of our amended and restated certificate of incorporation (the “Preferred Stock Conversion”);
no exercise of the outstanding options or warrants referred to above after November 30, 2021;
no exercise by the underwriters of their option to purchase up to 1,050,000 additional shares of our Class A common stock; and
the filing and effectiveness of our amended and restated certificate of incorporation and the effectiveness of our amended and restated bylaws, each of which will occur immediately prior to the completion of this offering.
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SUMMARY CONSOLIDATED FINANCIAL AND OTHER DATA
The following tables summarize our consolidated financial and other data. The summary consolidated statements of operations data for the three months ended August 31, 2021 and 2020, and consolidated balance sheet data as of August 31, 2021 have been derived from our unaudited consolidated financial statements included elsewhere in this prospectus. We have prepared the unaudited consolidated financial statements on the same basis consistent with the presentation of our audited consolidated financial statements that are included elsewhere in this prospectus. We have included, in our opinion, all adjustments necessary to state fairly our results of operations for these periods. The summary consolidated statements of operations data for the fiscal years ended May 31, 2021 and 2020 have been derived from our audited consolidated financial statements included elsewhere in this prospectus. Our historical results are not necessarily indicative of the results that may be expected in the future and our results of operations for the three months ended August 31, 2021 are not necessarily indicative of the results that may be expected for the year ended May 31, 2022 or any other interim periods or any future year or period. You should read the following summary consolidated financial and other data below in conjunction with the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this prospectus.
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Three Months Ended August 31, Year Ended May 31,
2021202020212020
(in millions, except per share data)(Unaudited)
Consolidated Statements of Operations Data:
Revenue:
Subscription revenue$27.5 $19.9 $87.4 $68.4 
Benefits and insurance related revenue263.7 186.9 895.3 674.0 
Total revenue291.2 206.8 982.7 742.4 
Cost of revenue:
Benefits and insurance fees249.2 178.0 842.9 638.7 
Cost of providing services11.0 6.7 33.7 26.6 
Total cost of revenue260.2 184.7 876.6 665.3 
Gross profit
31.0 22.1 106.1 77.1 
Operating expenses:
Sales and marketing12.9 8.7 37.8 49.2 
General and administrative expense15.8 7.8 39.9 38.0 
Product development6.2 3.0 15.6 11.2 
Total operating expenses34.9 19.5 93.3 98.4 
(Loss) income from operations(3.9)2.6 12.8 (21.3)
Loss on extinguishment of debt(1.1)— — — 
Interest and other expense(0.1)(0.4)(2.2)(1.8)
Interest and other income— — 0.3 2.8 
Net (loss) income before taxes(5.1)2.2 10.9 (20.3)
Income taxes— — — — 
Net (loss) income$(5.1)$2.2 $10.9 $(20.3)
Per Share Data (1):
Net (loss) income per share attributable to Class A and Class B common stockholders:
Basic$(0.35)$0.04 $0.20 $(1.52)
Diluted$(0.35)$0.04 $0.19 $(1.52)
Weighted average Class A and Class B common shares outstanding:
Basic14,544,37914,217,512 14,346,76313,407,274 
Diluted14,544,37956,864,729 56,860,07813,407,274 
Pro forma net income (loss) per share attributable to Class A and Class B common stockholders  (unaudited)
Basic$(0.09)$0.20 
Diluted$(0.09)$0.19 
Pro forma weighted average Class A and Class B common shares outstanding  (unaudited)
Basic55,121,895 54,924,279 
Diluted55,121,895 56,860,078 
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_______________
(1)See Note 3 to our consolidated financial statements included elsewhere in this prospectus for an explanation of the method used to calculate historical basic and diluted net income (loss) per share of common stock and the weighted average number of shares used in the computation of the per share amounts. Pro forma basic and diluted net income (loss) per share give effect, where applicable, to the conversion of the outstanding redeemable convertible preferred stock into 40,577,516 shares of common stock immediately prior to the closing of this offering.
As of August 31, 2021
Actual
Pro Forma (1)
Pro Forma
as Adjusted (2)(3)
(in millions)(Unaudited)
Consolidated Balance Sheet Data:
Cash and cash equivalents$109.9 $109.9 $306.1 
Working capital (4)
$73.1 $73.1 $268.2 
Total assets$573.2 $573.2 $768.3 
Total liabilities$471.6 $471.6 $471.6 
Redeemable convertible preferred stock$147.1 $— $— 
Additional paid-in capital$28.7 $175.8 $370.9 
Accumulated deficit$(74.2)$(74.2)$(74.2)
Total stockholders’ deficit$(45.5)$101.6 $296.7 
_______________
(1)The pro forma column in the consolidated balance sheet data table above reflects (i) the filing and effectiveness of our amended and restated certificate of incorporation and the effectiveness of our amended and restated bylaws and (ii) the Preferred Stock Conversion.
(2)The pro forma as adjusted column reflects: (i) the pro forma adjustments set forth in footnote (1) above and (ii) the sale of 7,000,000 shares of our Class A common stock in this offering at an assumed initial public offering price of $30.50 per share (which is the midpoint of the price range set forth on the cover page of this prospectus), after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Approximately $1.2 million in offering expenses were prepaid as of August 31, 2021.
(3)The pro forma as adjusted information discussed above is illustrative only and will depend on the actual initial public offering price and other terms of this offering determined at pricing. Each $1.00 increase or decrease in the assumed initial public offering price per share of $30.50 (which is the midpoint of the price range set forth on the cover page of this prospectus) would increase or decrease, as applicable, the pro forma as adjusted amount of each of cash and cash equivalents, total assets, additional paid-in capital and total stockholders’ deficit by approximately $6.6 million, assuming that the number of shares of Class A common stock offered by us, as set forth on the cover page of this prospectus remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each 1,000,000 share increase or decrease in the number of shares of Class A common stock offered in this offering would increase or decrease, as applicable, the pro forma as adjusted amount of each of cash and cash equivalents, total assets, additional paid-in capital, and total stockholders’ deficit by $28.6 million, assuming that the initial public offering price per share remains at $30.50 (which is the midpoint of the price range set forth on the cover page of this prospectus), and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.
(4)We define working capital as current assets less current liabilities. See our consolidated financial statements and related notes included elsewhere in this prospectus for further details regarding our current assets and current liabilities.
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Three Months Ended August 31, Year Ended May 31,
2021202020212020
(in millions)(Unaudited)
Non-GAAP Financial Data (1):
Contribution profit$42.0 $28.8 $139.8 $103.7 
Adjusted gross profit
$31.8 $22.3 $107.4 $78.1 
Adjusted income (loss) from operations$0.4 $3.8 $17.8 $(5.3)
_______________
(1)See “Selected Consolidated Financial Data—Non-GAAP Financial Measures” for the definitions of each unaudited non-GAAP financial measure listed above and for a reconciliation to the most directly comparable financial measure calculated in accordance with GAAP.
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RISK FACTORS
Investing in our Class A common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with all of the other information in this prospectus, before making a decision to invest in our Class A common stock. If any of the risks actually occur, our business, results of operations, financial condition, and prospects could be harmed. In that event, the trading price of our Class A common stock could decline, and you could lose part or all of your investment. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations.
Risks Related to Our Business and Industry
Our success depends on a growing market for payroll and benefits administration, human resources outsourcing and related services.
Our success depends on the willingness of SMBs, particularly those with under 100 employees that represent our target customer size, to outsource their payroll administration and HR support to a third-party service provider. To the extent these companies have invested substantial personnel, infrastructure, and financial resources in their own internal HR organizations, they may be reluctant to switch to Justworks. In addition, SMBs may not engage us for other reasons, including a desire to maintain control over all aspects of their payroll and benefits administration, a belief that they manage their payroll and benefits administration more effectively using their internal administrative organizations or more established competitors, perceptions about the expenses associated with our services, perceptions about whether our services comply with laws and regulations applicable to SMBs or their particular businesses or other considerations that may not always be evident. If we are not successful in addressing potential customers’ concerns and convincing SMBs that Justworks can fulfill their payroll, benefits, and HR support needs, our business may not grow, and it may be difficult for us to achieve and maintain profitability.
We operate in a highly competitive, developing market, and we may be unable to compete successfully against existing and future competitors.
We face significant competition on a national and regional level from a number of established and emerging PEOs. In addition to competition from PEOs, we also face significant competition in the form of companies that perform their own administration of benefits, payroll and other HR functions in-house, companies that provide certain endpoint HR services, including payroll, benefits and business process outsourcing with high-volume transaction and administrative capabilities (such as TriNet, Inc., Automatic Data Processing, Inc., Paychex, Inc., Insperity, Inc., Paycom Software, Inc., Paylocity Holding Corporation, Paycor HCM, Inc., and other third-party administrators), and companies acting as benefits exchanges that provide benefits administration services over the Internet to customers that otherwise maintain their own benefits plans. Our competitors may develop products, features or services that are similar to ours or that achieve greater market acceptance; may undertake more successful product development efforts, employment listings or marketing campaigns; or may adopt more aggressive pricing policies. If and to the extent that we are successful in growing our businesses, we anticipate that competitors will continue to enter this industry. Many of our current and potential competitors may have significantly greater resources or better competitive positions than we do, and may be better-positioned than we are in certain markets. Increased competition in our industry could result in price reductions or loss of market share, any of which could harm our business and negatively impact our financial condition and results of operations.
We also compete with insurance brokers and other providers of workers’ compensation, health insurance and other benefits coverage. In order for us to attract and retain customers, our offerings for such coverage must be at similar or better quality and priced competitively with offerings provided by these competitors. We expect that we will continue to experience competitive pricing pressure in the
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future. If we cannot compete effectively, our market share and operational and financial condition will likely suffer.
We have a history of operating losses and may not be able to operate profitably or sustain positive cash flow in future periods.
Prior to our most recent fiscal year ended May 31, 2021, we recognized a net loss in each year since beginning operations in October 2012. As of May 31, 2021, we had an accumulated deficit of approximately $69.1 million.
We intend to continue to expend substantial financial and other resources on, among other things:
growing our base of sales and customer service managers;
expanding our customer base;
strengthening and broadening our marketing process and outreach;
increasing sales within our existing customer base through increased usage of our platform and the cross-selling of additional products and solutions;
augmenting our current offerings by organic in-house development, increasing the breadth of our technology partnerships, and exploring potential transactions that may enhance our capabilities or increase the scope of our technology footprint; and
general administration, including legal, accounting, and other expenses related to our transition to being a new public company.
These efforts may prove more expensive than we currently anticipate, and we may not succeed in increasing our revenue sufficiently, or at all, to offset these higher expenses. In addition, to the extent we are successful in increasing our customer base, we may also experience increased losses because the costs associated with acquiring customers are generally incurred up front, while the revenue is generally recognized over time, when, or as, performance obligations under the terms of the applicable contract are satisfied. Revenue growth may slow or revenue may decline for a number of possible reasons, many of which are beyond our control, including lower demand for our platform, products or solutions from new or existing customers, increased competition or any of the other factors discussed in this “Risk Factors” section. Any failure to increase our revenue as we grow our business could prevent us from achieving profitability at all or on a consistent basis, which would cause our business, financial condition and results of operations to suffer and the market price of our Class A common stock to decline.
Our past growth may not be indicative of future growth, and we may not be able to sustain our revenue growth rate in the future.
Our total revenue for the fiscal years ended May 31, 2021 and 2020 was $982.7 million and $742.4 million, respectively, representing an annual growth rate of 32.4%. You should not rely on the revenue growth of any prior period as an indication of future performance. We believe our revenue growth will depend on a number of factors including, among other things, our ability to:
attract new customers and maintain our relationships with, and increase revenues from, our existing customers;
maintain the security and reliability of our platform, products, and solutions;
provide excellent customer user experiences;
hire, integrate, and retain skilled personnel;
introduce and grow adoption of our offerings in new markets within and outside the United States;
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adequately expand our sales force;
continually improve and enhance our products and solutions, including the features, integrations, and capabilities we offer and develop or otherwise introduce new products and solutions;
obtain, maintain, protect, and enforce intellectual property for our platform and technologies;
expand and maintain our partner ecosystem;
continually improve our systems infrastructure and operational efficiency;
comply with existing and new applicable laws and regulations, including those related to data privacy and security;
price our products and solutions effectively and determine appropriate contract terms;
successfully compete against established companies and new market entrants; and
increase awareness of our brand on a global basis.
If we are unable to accomplish these objectives, our revenue growth will be impaired. Even if our revenue continues to increase, we expect that our revenue growth rate will decline in future periods. Many factors may contribute to a decline in our revenue growth rate, including greater market penetration by competitors, lower demand for our offerings, a failure by us to capitalize on growth opportunities, the maturation of our business and economic downturns that impact the United States and/or other countries around the world, among others. If our revenue growth rate declines as a result of these or any of the other factors described above, investors’ perceptions of our business and the market price of our Class A common stock could be adversely affected.
In addition, our prior rate of growth may make it difficult to evaluate our current business and future prospects. Our ability to forecast our future results of operations is subject to a number of uncertainties, including our ability to effectively plan for and model our future growth. If we fail to achieve the necessary level of efficiency in our organization as it grows, or if we are not able to accurately forecast future growth, our business would be adversely affected.
Our limited operating history makes it difficult to evaluate our current business and future prospects.
We began operations in October 2012. We have not yet reached a mature stage and have a limited history of generating revenues. As a result of our short operating history, we have limited financial data that can be used to evaluate the current business, and that data may not be indicative of future performance. Estimates of future revenue growth are subject to many risks and uncertainties, and our future revenue may be materially higher or lower than projected. Strategic partnerships we enter into in the future may not perform as well as historical partnerships or expectations. Our inability to adequately assess our performance and growth could have a material adverse effect on our brand, reputation, business, financial condition, and results of operations.
If we fail to manage our growth effectively, we may be unable to execute our business plan, maintain high levels of service, or address competitive challenges adequately.
We have grown as a company since inception and we plan to make continued investments in the growth and expansion of our business and customer base. The growth and expansion of our business places a continuous and significant strain on our managerial, operational, financial, and other resources. In order to manage our growth effectively, we must continue to improve and expand our information technology and financial infrastructure, our security and compliance requirements, our operating and administrative systems, our customer service and support capabilities, our relationships with various partners, and other third parties and our ability to manage headcount and processes in an efficient
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manner. Failure to manage our growth to date and any future growth effectively could increase costs, negatively affect customer satisfaction and adversely affect our business, financial condition, results of operations, and growth prospects.
We may not be able to successfully sustain the pace of improvements to our platform, products and solutions, develop and introduce new offerings or implement systems, processes, and controls in an efficient or timely manner or in a manner that does not negatively affect our business, financial condition or results of operations. Our failure to improve our systems, processes, and controls, or their failure to operate in the intended manner, may result in our inability to manage the growth of our business, forecast our revenue, expenses, and earnings accurately or prevent losses.
As we continue to grow and expand our business, operate as a public company and implement more complex organizational management structures, we may find it increasingly difficult to maintain the benefits of our corporate culture while managing our employee growth, including maintaining the creative, open, and entrepreneurial spirit that we believe has contributed to our success to date. Any failure to manage our anticipated growth and related organizational changes in a manner that preserves our culture could negatively impact future growth, and achievement of our business objectives. Additionally, our productivity and the quality of our offerings may be adversely affected if we do not integrate and train our new employees quickly and effectively. These challenges have been, and likely will continue to be, heightened due to the ongoing COVID-19 pandemic and any related stay-at home, travel, and other restrictions.
The ongoing COVID-19 outbreak could adversely affect our business, financial condition, and results of operations.
In December 2019, an outbreak of a novel coronavirus disease, COVID-19, was first identified and began to spread across the globe and, in March 2020, the World Health Organization declared it a pandemic. This contagious disease has spread across the globe and continues to impact economic activity and financial markets worldwide. As a result of the COVID-19 pandemic, government authorities around the world ordered schools and businesses to close, imposed restrictions on non-essential activities and significant restrictions on travel and social gatherings.
In light of the uncertain and rapidly evolving situation relating to the spread of COVID-19, as well as government mandates, we took precautionary measures intended to minimize the risk of the virus to our employees, customers, vendors and the communities in which we operate, which could negatively impact our business. In March 2020, we temporarily closed our offices and required our entire workforce to work remotely. We also suspended all travel for our employees for non-essential business. In June 2021, we reopened our NYC office on an optional basis; however, most of our employees continue to work remotely as of the date of this prospectus. These measures and conditions could extend into future periods.
While COVID-19 has not had a material adverse impact on our operations through the date of this prospectus, the impact of COVID-19 and its variants on our ability to attract, serve and retain customers is inherently uncertain and depends on the duration, severity and potential resurgence of the outbreak, as well as the availability and efficacy of vaccines, and the disease’s impact on our customers and the macroeconomic environment as a whole. Prior to the COVID-19 pandemic, our employees traveled occasionally to establish and maintain relationships with one another, as well as our customers and vendors. We continue to monitor the situation and may adjust our current policies as more information and public health guidance become available; continued limitations on travel and doing business in person may negatively affect our customer service efforts, sales and marketing efforts, challenge our ability to enter into customer contracts in a timely manner, slow down our recruiting efforts, or create operational or other challenges, any of which could adversely affect our business, financial condition, and results of operations.
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Furthermore, COVID-19 has disrupted and may continue to disrupt the operations of our customers and vendors for an indefinite period of time, including as a result of travel restrictions and/or business shutdowns, all of which could negatively impact our business, financial condition, and results of operations. More generally, the COVID-19 outbreak has adversely affected economies and financial markets globally, including in the United States, leading to an economic downturn, which could decrease spending on HR outsourcing and related services we provide and adversely affect demand for our offerings and harm our business, financial condition, and results of operations.
The change in the economic environment has had, and will continue to have, an adverse economic impact on certain of our existing and potential customers. We have seen, and depending on certain developments may continue to see, impacted businesses freeze headcount, furlough employees and terminate employment, and partially or completely shut down impacted business operations. Impacted businesses have faced and will likely continue to face liquidity issues, reduced budgets, or an inability to pay for our services or the same level of our services as they have historically. Existing and potential customers may choose to reduce their engagement of third-party service providers in response to the COVID-19 pandemic, or attempt to renegotiate contracts and obtain concessions, which may materially and negatively impact our business, financial condition, and results of operations. Any of these issues have the potential to result in a material adverse effect on our revenues and margins, our business, financial condition, and results of operations, and/or on our ability to attract and retain customers.
The COVID-19 pandemic has also resulted in, and may continue to result in, significant disruption of global financial markets, reducing our ability to access capital, which could in the future negatively affect our liquidity. It is also possible that continued widespread remote work arrangements may have a negative impact on our operations, the execution of our business plans, the productivity and availability of key personnel and other employees necessary to conduct our business and on third-party service providers who perform critical services for us, or otherwise may cause operational failures due to changes in our normal business practices necessitated by the outbreak and related governmental actions. The increase in remote working may also result in privacy, data protection, data security and fraud risks. Our understanding of applicable legal and regulatory requirements, as well as the latest guidance from regulatory authorities in connection with the COVID-19 pandemic, may be subject to legal or regulatory challenge, particularly as regulatory guidance evolves in response to future developments.
It is not possible at this time to estimate the long-term impact that COVID-19 could have on our business, financial condition, and results of operations as the impact will depend on future developments, which are highly uncertain and cannot be predicted, including, but not limited to, the duration and spread of the outbreak, the emergence of variants of COVID-19 and their severity, the actions to contain the virus or treat its impact, and how quickly and to what extent normal economic and operating conditions can resume. Even after the COVID-19 pandemic has subsided, we may experience materially adverse impacts to our business as a result of its global economic impact, including any recession that has occurred or may occur in the future.
Our customers are particularly affected by volatility in the financial and economic environment, which could harm our business.
Our customers are SMBs that we believe are particularly susceptible to changes in the level of overall economic activity in the markets in which they operate. These businesses are often exposed to credit and cash liquidity risks that larger businesses may be able to avoid. During economic downturns, our customers have in the past and may in the future reduce employee headcount, compensation and/or benefits levels, which could negatively affect our revenues and margins.
During economic downturns, such as the downturn associated with the COVID-19 pandemic, we have seen, and expect to see during such periods in the future, increased WSE attrition and/or fewer new customers, an increase in customers that are unable to pay their obligations on time and an increase in unemployment and related COBRA claims and employment-related costs from our customers, which we may be legally or practically unable to recover based on the fees we charge our customers.
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In addition, most of our customers are concentrated in certain geographic regions and operate in a relatively small number of industries, including the administrative services, professional services, publishing, financial services, technology, life sciences, and not-for-profit industries. For example, as of August 31, 2021, New York, California, and Texas accounted for 50.7%, 11.5%, and 3.9% of our WSEs, respectively. As a result, if any of those geographic regions or specific industries suffers an economic downturn, even if the economy at the national level remains strong, the portion of our business attributable to customers in such region or industry could be adversely affected, which could have a material adverse effect on our business, financial condition, and results of operations.
We regularly experience customer attrition and decreases in new customer sales due to a variety of factors that are difficult for us to control or predict, including the economic factors above, as well as cost pressures, customer merger and acquisition activity, reactions to any proposed increases in our service fees, customer business failure, effects of competition, and customer decision to bring HR support, payroll and benefits administration in-house. Historically, customers who intend to cease doing business with us often elect to do so effective as of the beginning of a calendar year. As a result, in the first quarter of each calendar year, which occurs during our third and fourth fiscal quarters, we typically experience our largest concentration of customer attrition. If we were to experience customer attrition due to the above reasons or otherwise in excess of historic rates, it could have a material adverse effect on our business, financial condition, and results of operations.
If we are not able to keep pace with technological and competitive developments and develop or otherwise introduce new products and solutions and enhancements to our existing offerings, our offerings may become less marketable, less competitive, or obsolete, and our business, financial condition, and results of operations may be adversely affected.
The markets in which we compete are characterized by rapid technological change, frequent introductions of new products, services, features and capabilities, and evolving industry standards and regulatory requirements. Our ability to grow our customer base and increase our revenue will depend in significant part on our ability to develop or otherwise introduce new products and solutions; develop or otherwise introduce new features, integrations, capabilities and other enhancements to our existing offerings on a timely basis; and interoperate across an increasing range of devices, operating systems and third-party applications. The success of any new products or solutions, or enhancements to our existing offerings, will depend on a number of factors including, but not limited to, the timeliness and effectiveness of our research and product development activities and go-to-market strategy, our ability to anticipate customer needs and achieve market acceptance, our ability to manage the risks associated with new product releases, the effective management of development and other spending in connection with the product development process, and the availability of other newly-developed products and technologies by our competitors.
In addition, in connection with our product development efforts, we may introduce significant changes to our existing products or solutions or develop or otherwise introduce new and unproven products or solutions, including technologies with which we have little or no prior development or operating experience. These new products, solutions and updates may not perform as expected, may fail to engage our customer base or other end users of our products, or may otherwise create a lag in adoption of such new products. New products may initially suffer from performance and quality issues that may negatively impact our ability to market and sell such products to new and existing customers. Some of our customers may either defer purchasing our offerings until the next upgrade is released or switch to a competitor if we are not able to keep up with technological developments.
The short- and long-term impact of any major change to our existing offerings, or the introduction of new products or solutions, is particularly difficult to predict. If new or enhanced offerings fail to engage our customer base or other end users of our products, or do not perform as expected, we may fail to generate sufficient revenue, operating margin, or other value to justify our investments in such products, any of which may adversely affect our reputation and negatively affect our business in the short-term, long-term, or both. If we are unable to successfully enhance our existing offerings to meet evolving customer
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requirements, increase adoption and use cases of our offerings, develop or otherwise introduce new products and solutions and quickly resolve security vulnerabilities or other errors or defects, or if our efforts in any of these areas are more expensive than we expect, our business, financial condition, and results of operations would be adversely affected.
We may not be successful in our efforts to make acquisitions, integrate newly acquired products or businesses or enter into other strategic transactions and relationships that support our long-term strategy.
As part of our business strategy, we have pursued and may in the future consider opportunities to acquire or make investments in complementary companies, products or technologies, and we may enter into other strategic transactions and relationships in the ordinary course of business. We may be unable to identify suitable targets, opportunistic or otherwise, for acquisition or partnership in the future on acceptable terms or at all. Promising acquisitions, investments, and other strategic transactions are difficult to identify and complete for a number of reasons, including high valuations, competition among prospective buyers, the availability of affordable funding and the need to satisfy applicable closing conditions and obtain applicable antitrust and other regulatory approvals on acceptable terms. In addition, competition for acquisitions, investments and other strategic transactions may result in higher purchase prices or other terms less economically favorable to us. Changes in accounting or regulatory requirements or instability in the credit markets could also adversely impact our ability to consummate these transactions on acceptable terms or at all.
In addition, exploring acquisition or strategic opportunities may divert management attention from our core business and organic innovation and growth, which could negatively impact our business, financial condition, and results of operations.
In addition, even if we are able to consummate acquisitions and enter into other strategic transactions and relationships, these transactions and relationships involve a number of financial, accounting, managerial, operational, legal, compliance and other risks and challenges, including the following, any of which could negatively affect our growth rate and the trading price of our Class A common stock, and may have a material adverse effect on our business, financial condition, and results of operations:
any business, technology, product or solution that we acquire or invest in could under-perform relative to our expectations and the price that we paid or not perform in accordance with our anticipate timetable, or we could fail to operate any such business or deploy any such technology, product, or solution profitably;
we may incur or assume significant debt in connection with our acquisitions and other strategic transactions and relationships, which could cause a deterioration of our credit ratings, result in increased borrowing costs and interest expenses and diminish our future access to the capital markets;
acquisitions and other strategic transactions and relationships could create demands on management, operational resources, and financial and internal control systems;
we could experience difficulty and increased or unanticipated operational costs in integrating personnel, operations, and financial and other controls and systems and retaining key employees and customers;
we may be unable to achieve cost savings or other synergies anticipated in connection with an acquisition or other strategic transaction or relationship;
we may assume unknown liabilities, known contingent liabilities that become realized, known liabilities that prove greater than anticipated, internal control deficiencies or exposure to regulatory sanctions resulting from the acquired company’s or investee’s activities, and the
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realization of any of these liabilities or deficiencies may increase our expenses, adversely affect our financial position, and/or cause us to fail to meet our public financial reporting obligations;
we may experience risks associated with entering markets through such acquisitions or strategic transactions in which we have no prior experience and may not succeed; and
revenues, insurance, or seller indemnification may be insufficient to offset increased expenses associated with the acquisitions and unanticipated liabilities of the acquired business.
Adverse changes in our relationships with key vendors could impair the quality of our solutions.
Our success depends in part on our ability to establish and maintain arrangements and relationships with vendors that supply us with essential components of our services. These vendors include insurance carriers to provide health insurance, workers’ compensation and employment practices liability insurance coverage, and banks and payment processors used to electronically transfer funds to employees, vendors and tax authorities. Failure by these vendors, for any reason, to deliver their services in a timely and accurate manner could cause material interruptions to our operations, impact customer relations, and result in significant penalties or other liabilities. Our agreements with these service providers typically have a term of one year. In addition, many of our employee benefit plan agreements may be terminated for convenience by the insurance companies on short term notice, often as short as 60 days’ notice. If any of these vendors decided to terminate its relationship with us, we may have difficulty obtaining replacement services at reasonable rates or on a timely basis, if at all. The loss of any one or more of our key vendors, or our inability to partner with certain vendors that are better-known or more desirable to our customers or potential customers, could impair the quality of our platform and services and may have a material adverse effect on our business, financial condition, and results of operations.
Our co-employment relationship with WSEs exposes us to business risks.
We are a co-employer of WSEs, and we may be exposed to liability for violations of employment laws by our customers and acts or omissions of WSEs, who may be alleged to be our agents, even if we do not participate in any such acts or violations. Such employment laws include, but are not limited to, laws relating to payment of wages, employment discrimination, labor relations and whistleblower protection. Although our customer agreements establish the contractual division of responsibilities and liabilities between us and our customers for various personnel management matters, including compliance with and liability under various governmental regulations, as well as requiring customers to indemnify us for any liability attributable to customers’ or their employees’ conduct, we may not be able to effectively enforce or collect these contractual obligations with our customers, which could harm our business, financial condition, and results of operations. We maintain employment practices liability insurance coverage (including coverages for our customers) to manage our and our customers’ exposure for various employment-related claims, and as a result, our incurred costs with respect to this exposure have historically been insignificant to our operating results. Employment practices liability insurance generally excludes coverage for claims relating to compliance with laws associated with the classification of employees as exempt or non-exempt, such as overtime pay and minimum wage law compliance. We cannot assure you that our insurance will be sufficient in amount or scope to cover all claims that may be asserted against us and for which we are unable to obtain indemnification from our customers. If judgments or settlements related to WSEs that we and our customers co-employ exceed our insurance coverage, it could harm our business, financial condition, and results of operations. We cannot assure you that we will be able to obtain appropriate types and levels of insurance in the future, that we will be able to replace existing policies on acceptable terms, or at all, or that our insurers will be able to pay all claims that we may make under our policies, any of which could harm our business, financial condition, and results of operations.
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Our results of operations may fluctuate as a result of numerous factors, many of which are outside of our control.
Our results of operations are likely to fluctuate, and our results in some periods may be below the expectations of our management or investors. Some of our significant expenses, such as insurance costs, rent expense, and debt expense, may require significant lead time to reduce. If we do not achieve our expected revenues targets, we may be unable to adjust our costs quickly enough to offset any revenues shortfall, which could harm our business, financial condition, and results of operations. Some of the important factors that may cause our revenues, results of operations, and cash flows to fluctuate include:
the number of new customers initiating service;
our loss of existing customers;
reduction in the number of WSEs employed by existing customers;
the number and severity of workers’ compensation insurance claims by WSEs;
the number and severity of unemployment insurance claims by WSEs;
the timing of customer payments and payment defaults by customers;
amount and timing of our operating expenses and capital expenditures;
costs associated with our acquisitions of companies, assets, and technologies;
expenses we incur for geographic and service expansion;
regulatory compliance costs;
changes to our credit ratings by rating agencies;
economic downturn of the technology sector and/or the United States;
changes in our effective tax rate; and
extraordinary expenses such as litigation or other dispute-related settlement payments.
Many of these factors are outside of our control, and the variability and unpredictability of these factors could cause us to fail to meet our expectations for revenues or results of operations for a given period. In addition, the occurrence of one or more of these factors might cause our results of operations to vary widely, which could lead to negative impacts on our margins, short-term liquidity or ability to retain or attract key personnel and could cause other unanticipated issues. Such fluctuations make forecasting more difficult and could cause us to fail to meet the expectations of investors and securities analysts, which could cause the trading price of our Class A common stock to fall substantially, resulting in the loss of all or part of your investment, and subject us to costly lawsuits, including securities class action suits. Accordingly, we believe that quarter-to-quarter comparisons of our revenues, results of operations, and cash flows may not always be meaningful and should not be relied upon as an indication of our future performance.
If we are unable to increase sales of our subscriptions to new customers, or our existing customers do not renew their subscriptions, or if they renew on terms that are less economically beneficial to us, it could have an adverse effect on our business, financial condition, and results of operations.
We expect to derive a significant portion of our revenue from renewals of existing subscriptions. Our customers have no contractual obligation to renew their subscriptions after the completion of the subscription term. Subscriptions for our offerings are offered on either an annual or monthly basis. As a result, we cannot provide assurance that customers will renew their subscriptions for a similar contract
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period or with other terms that are equally or more economically beneficial to us, if they renew at all. Additionally, our success depends on our ability to sell our subscriptions to new customers and to do so in a cost-effective manner.
In order to attract and retain customers, we believe that we must compete in our industry effectively on the basis of the value proposition that we deliver to our customers, including customer experience and satisfaction, relevance and cost-effectiveness of our benefit plans, geographic market expertise, total price of service, brand awareness and reputation, ability to innovate and respond to customer needs rapidly, access to online solutions, and human resources subject matter expertise. The expectations of our customers and prospective customers in these areas change over time as a result of many factors outside of our control, such as competition, regulatory and technical changes, and changing trends in the demands employees place on their SMB employers.
To satisfy customer expectations, we must timely and effectively identify, develop, or license appropriate technologies, and incorporate them into the solutions that we provide. New services or upgrades may not be released according to schedule, or may contain defects when released. Difficulties with the performance of our new technologies could result in adverse publicity, loss of sales, delay in market acceptance of our services, or customer claims against us, any of which could materially harm our business. Even if we are capable of satisfying customer expectations in these areas, we may not be able to do so on a cost-effective basis, which could have a material adverse effect on our business, financial condition, and our results of operations. We could lose market share if our competitors develop superior products and services or satisfy customer or regulatory demands before we are able to do so. If we are unable to satisfy the evolving product and service expectations and regulatory requirements, then we would experience lower customer satisfaction, fewer new customers and higher customer attrition, which could have a material adverse effect on our business, financial condition, and results of operations.
Unexpected changes in workers’ compensation, dental, vision, and short-term disability claims by WSEs could harm our business and/or industry.
Our insurance costs are impacted significantly by WSE workers’ compensation insurance claims experience in particular. We establish reserves to provide for the estimated costs of reimbursing our workers’ compensation, dental, vision, and short-term disability insurance carriers for paying claims within a particular deductible or risk layer in accordance with their insurance policies. A number of factors affect claim activity levels, such as changes in general economic conditions, proposed and enacted regulatory changes and disease outbreaks. Estimating these reserves involves our consideration of a number of factors and requires significant judgment. If there is an unexpected increase in the severity or frequency of claims or if we subsequently receive updated information indicating insurance claims were higher than previously estimated and reported, our insurance costs could be higher in that period or subsequent periods as we adjust our reserves accordingly. In addition, we may be unable to increase our pricing to offset increases in insurance costs on a timely basis or, if we are able to increase our pricing, we may experience lower customer satisfaction, fewer new customers or higher customer attrition in response to such an increase, all of which could have a material adverse effect on our business, financial condition, and results of operations.
Under our risk-based dental, vision, and short-term disability insurance policies, which began on November 1, 2021, we assume the risk of variability in future claims costs for our enrollees. We have experienced variability, and may experience variability in the future, in the amounts that we are required to pay for group dental and vision insurance expenses incurred by worksite employees within our deductible or risk layer under these risk-based policies, based on changing trends in the volume and severity of claims. This variability arises from changes to the components of cost trends. These trends change, and other seasonal trends and variability may develop, which makes it difficult for us to predict this aspect of our business and which may have an adverse effect on our business, financial condition, and results of operations.
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As of June 1, 2021, under our fully-insured workers’ compensation insurance policies, we assume the risk for losses up to $1 million per claim occurrence (deductible layer) and is currently capped at $16.3 million annually. The ultimate cost of the workers’ compensation services provided will not be known until all the claims are settled. If we do not accurately predict the risks that we assume, we may not charge adequate fees to cover our costs, which could reduce our net income and result in a material adverse effect on our business, financial condition, and results of operations. Our ability to predict these costs is limited by unexpected increases in frequency or severity of claims, which can vary due to changes in the cost of treatments or claim settlements. See “Business—Regulatory Landscape” for additional information on the regulatory framework we are subject to.
We accrue for the estimated future costs of reimbursing our workers’ compensation, dental, vision, and short-term disability carriers under our insurance policies, using external actuaries and our own experience to develop the estimate. However, the volume and severity of claims activity is inherently unpredictable. Estimating these accrued costs requires us to consider a number of factors and requires significant judgment.
If we subsequently receive updated information indicating that the volume and severity of workers’ compensation, dental, vision, and short-term disability insurance claims were higher than previously estimated and reported, our insurance costs could be higher in that period or subsequent periods as we adjust our accrued costs accordingly, which could have a material adverse effect on our business, financial condition, and results of operations.
The definitions of employers, employees, and independent contractors are evolving. Changes to the laws and regulations that govern what it means to be an employer or an employee may require us to make significant changes in our operations and may negatively affect our business.
National views and legislation on employers, employees and independent contractors are changing at a rapid rate, as evidenced by recent federal and state rule changes. In September 2019, California passed AB5, a law that could potentially reclassify customer independent contractors as employees. In November 2020, California voters passed Proposition 22, which supersedes AB5 for certain types of contractors. On August 20, 2021, a California state court found that portions of Proposition 22 were unconstitutional and further held that the entirety of Proposition 22 was unenforceable. Similar changes to the rules in any jurisdiction that define when a worker is an employee or independent contractor can increase or decrease the pool of WSEs that we can co-employ and include in our Justworks-sponsored benefit plans, which may negatively impact customer demand for the services we provide, require us to modify or change how we operate our business and have a material adverse effect on our business, financial condition, and results of operations.
In January 2020, the U.S. Department of Labor (the “DOL”) issued a new rule modifying the definition of joint employer that has been used for obligations and liabilities under the Fair Labor Standards Act (“FLSA”) for more than sixty years. While this rule was rescinded in July 2021, effective September 2021, future broadening of the long-standing definition of joint employer could potentially result in increased FLSA joint employment claims, which could divert management attention and cause us to incur additional and potentially material costs to defend.
The examples above highlight the impact to our business when regulations regarding the definitions or classification of employers, employees, independent contractors and other groups of workers change. Any such regulatory changes could affect the way in which we provide Justworks-sponsored benefits to our WSEs, the way in which we report and remit payroll taxes to tax authorities, and our legal liability for the actions and inactions of our customers. Any of such regulatory changes could also require us to change the manner in which we operate our business or provide our services, and could have an adverse effect on our business, financial condition, and results of operations.
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Increased expenditures for certain aspects of our business, including planned improvements to certain parts of our platform, will negatively impact our operating margins in the near-term and may not lead to increased visits to our platform and increased revenue in the long-term.
We have incurred and intend to continue to incur significant expenses related to the improvement of our platform. One such expense is hiring to improve, among other things, the customer experience and engagement on our platform. Such expenses do not directly generate related revenue, and these changes may negatively impact our operating margins in the near-term. These changes also may not result in increased visits to, or increased revenue generated by, our platform.
We focus on product innovation and customer engagement rather than short-term operating results.
We encourage our employees to develop and help launch new and innovative products, features, and services for our customers, and we often prioritize innovation and the customer experience. In this regard, we frequently make product and service decisions that may negatively impact our short-term operating results. These decisions may not be consistent with the short-term expectations of our stockholders and may not produce the long-term benefits that we expect, in which case our customer base growth and customer engagement and our business, financial condition, and results of operations could be harmed.
Our growth depends on a strong brand, and any failure to maintain, protect and enhance our brand could hurt our ability to retain or expand our customer base and our ability to increase its level of engagement.
We believe that a strong brand is necessary to attract and retain customers. Among other ways we enhance brand awareness, we use traditional outdoor, direct mail and digital advertising, as well as third-party social media platforms (such as Facebook, Twitter, and Instagram) as marketing tools. As advertising venues, direct mail, online, and social media platforms continue to rapidly evolve, we must continue to maintain a presence on these platforms and establish presences on new or emerging popular social media and advertising and marketing platforms. If we are unable to cost-effectively use outdoor, direct mail, digital, and social media platforms as marketing tools, our ability to acquire new customers and our financial condition may suffer as a result. In addition, an increase in the use of outdoor, direct mail, digital, and social media for product promotion and marketing may increase the burden on us to monitor compliance of such materials and increase the risk that such materials could contain problematic product or marketing claims in violation of applicable regulations.
Additionally, unfavorable publicity about us, including our products, services, technology, customer service, or personnel could diminish confidence in, and the use of, our products, features, and services. Such negative publicity also could have an adverse effect on the size, engagement and loyalty of our customer base and result in decreased revenue, which could have a material adverse effect on our business, financial condition, and results of operations.
Finally, while we take steps to protect our brand against unauthorized use by third parties under applicable trademark and similar laws, our efforts may be inadequate or ineffective. Furthermore, our efforts to enforce our rights in our brand may be met with defenses, counterclaims, and countersuits attaching the validity and enforceability of our rights, which may be successful.
We depend on recruiting and retaining key executives and technical personnel whose expertise is difficult to replace.
Our future success depends, in part, on our ability to continue to attract and retain highly skilled personnel. The loss of the services of any of our key personnel, the inability to attract or retain qualified personnel, or delays in hiring required personnel, particularly in engineering and sales, may seriously and adversely affect our business, financial condition, and results of operations. We also substantially depend on the continued service of our existing engineering personnel because of the complexity of our products.
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Although we have entered into employment offer letters with our key personnel, their employment is for no specific duration and constitutes at-will employment.
Our future performance also depends on the continued services and continuing contributions of our senior management team, which includes Isaac Oates, our founder and Chief Executive Officer, to execute on our business plan and to identify and pursue new opportunities and product innovations. The loss of services of our senior management team, particularly our Chief Executive Officer, could significantly delay or prevent the achievement of our development and strategic objectives, which could adversely affect our business, financial condition, and results of operations.
Additionally, the industry in which we operate is generally characterized by significant competition for skilled personnel, as well as high employee attrition. There is currently a high demand for experienced software industry personnel, particularly for engineering, research and development, sales, and support positions, and we may not be successful in attracting, integrating and retaining qualified personnel to fulfill our current and future needs. This intense competition has resulted in increasing wages and/or fringe benefits, especially in New York, where our headquarters is located, which may make it more difficult for us to attract and retain qualified personnel, as a number of the companies against which we compete for personnel are in a later stage of their company lifecycle and thus may have greater financial resources than we do, and/or are able to provide fringe benefits that are more comprehensive or are otherwise viewed as more attractive than ours. These competitors may also actively seek to hire our existing personnel away from us, even if such employees have entered into a non-compete agreement. We may be unable to enforce these agreements under the laws of the jurisdictions in which our employees work.
If we fail to attract new personnel, or fail to retain and motivate our current personnel, our business, financial condition, results of operations, and growth prospects could be adversely affected. In addition, we have not purchased key person life insurance on any members of our senior management.
The failure to effectively develop and expand our marketing and sales capabilities could harm our ability to increase our customer base and achieve broader market acceptance of our offerings.
Our ability to increase our customer base and achieve broader market acceptance of our products and solutions will depend to a significant extent on our ability to expand our sales and marketing operations. As part of our growth strategy, we plan to continue to invest in growing our direct sales force, which consists of inside sales representatives who focus on serving customers in specific geographic markets. If we are unable to hire a sufficient number of qualified sales personnel in the near-term, our business, financial condition, results of operations, and growth prospects will be adversely impacted. Identifying and recruiting qualified sales representatives and training them is time-consuming and resource-intensive, and they may not be fully trained and productive for a significant amount of time. Newly hired sales personnel are typically not as productive as experienced sales personnel for up to a year following their hiring resulting in increased near-term costs to our business relative to the sales contributions of these newly hired sales personnel.
We also plan to continue to dedicate significant resources to our marketing programs. All of these efforts will require us to invest significant financial and other resources. Our business will be harmed if our efforts do not generate a correspondingly significant increase in revenue. We will not achieve anticipated revenue growth from expanding our sales force if we are unable to hire, develop, and retain talented sales personnel, if our new sales personnel are unable to achieve desired productivity levels in a reasonable period of time, or if our sales and marketing programs are not effective.
The prices of our products and solutions may change, which may reduce our revenue and adversely affect our financial results.
The prices of our products and solutions may be subject to change for a variety of reasons, including competitive pricing pressures, discounts, anticipation of the introduction of new offerings, general economic conditions, or our marketing, customer acquisition and technology costs, and as a result, we anticipate that we will need to change our pricing model from time to time. In the past, we have
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sometimes adjusted our prices for individual customers in certain situations, and expect to do so in the future. Moreover, demand for our products and solutions is price-sensitive. Competition continues to increase in the markets in which we operate, and we expect competition to further increase in the future, thereby leading to increased pricing pressures. Larger competitors with more diverse offerings may reduce the price of offerings that compete with ours or may bundle them with other offerings and provide for free. Similarly, certain competitors may use marketing strategies that enable them to gain customers more rapidly or at a lower cost than us, or both, and we may be unable to attract new customers or grow and retain our customer base based on our historical pricing. As we develop and introduce new offerings, as well as features, integrations, capabilities and other enhancements, we may need to, or choose to, revise our pricing. There can be no assurance that we will not be forced to engage in price-cutting initiatives or to increase our marketing and other expenses to attract customers in response to competitive or other pressures. Any decrease in the sales prices for our products, without a corresponding decrease in costs, increase in volume or increase in revenue from our other offerings will adversely affect our revenue and gross profit. We cannot assure you that we will be able to maintain our prices and gross profits at levels that will allow us to achieve and maintain profitability.
Our failure to offer high quality customer support may harm our reputation and have an adverse effect on our business, financial condition, and results of operations.
Our customers depend on our internal support team to resolve issues and realize the full benefits relating to our products and solutions. If we do not succeed in helping customers quickly resolve issues or provide effective ongoing support and education, our ability to renew subscription with, or sell subscriptions for additional offerings to, existing customers, or expand the value of existing customers’ subscriptions, may be adversely affected and our reputation with potential customers could be damaged.
Additionally, growing our internal support team is a key component of our growth strategy. We may not be able to hire or train such resources fast enough to keep up with demand. To the extent that we are unsuccessful in hiring, training, and retaining adequate support resources, our ability to provide adequate and timely support to our customers, and our customers’ satisfaction with our products and solutions will be adversely affected.
We depend on external sources of capital and may not be able to obtain capital when desired on favorable terms, if at all, or without substantial dilution to our stockholders, which may impact our ability to execute on our current or future business strategies.
We may not generate sufficient cash flow from operations or otherwise have the capital resources to meet our future capital needs, including investing in areas for growth. If we do not generate sufficient cash flow from operations or otherwise have sufficient capital resources available, we may need to enter into a new financing arrangement to execute on our current or future business strategies, including developing new or investing in existing service offerings, maintaining our operating infrastructure, acquiring complementary businesses, hiring additional personnel or otherwise responding to competitive pressures. We cannot assure you that a new financing arrangement will be available to us on favorable terms, or at all.
We may be unable to generate sufficient cash flow to satisfy our debt service obligations.
Our ability to make principal and interest payments on and to refinance our indebtedness will depend on our ability to generate cash in the future. This is subject to general economic, financial, competitive, legislative, regulatory, and other factors that are beyond our control. If our business does not generate sufficient cash flow from operations in the amounts projected or at all, or if future borrowings are not available to us in amounts sufficient to fund our other liquidity needs including working capital needs or acquisition needs, then our business, financial condition, and results of operations may be adversely affected. If we cannot generate sufficient cash flow from operations to make scheduled principal amortization and interest payments on our debt obligations in the future, then we may need to refinance all or a portion of our indebtedness on or before maturity, sell assets, delay vendor payments, and capital
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expenditures, or seek additional equity investments. If we are unable to refinance any of our indebtedness on commercially reasonable terms or at all or to effect any other action relating to our indebtedness on satisfactory terms or at all, then our business, financial condition, and results of operations may be adversely affected.
Our Credit Agreement has, and agreements governing any future indebtedness may contain, restrictive covenants and our failure to comply with any of these covenants could put us in default.
In June 2021, we entered into a credit agreement (as amended, the “Credit Agreement”) with JP Morgan Chase Bank, N.A. Unless and until we repay all outstanding borrowings under our Credit Agreement we will remain subject to the terms and restrictive covenants of these borrowings. The terms of any future indebtedness will likely impose similar restrictions as those imposed by our Credit Agreement. The Credit Agreement contains, and agreements governing any future indebtedness may contain, a number of covenants which put some limits on our ability to, among other things:
sell assets;
engage in mergers, acquisitions, and other business combinations;
declare dividends or redeem or repurchase capital stock;
incur, assume or permit to exist additional indebtedness or guarantees;
make loans and investments;
incur liens or give guarantees; and
enter into transactions with affiliates.
The Credit Agreement also requires us to maintain certain financial ratios, and our ability to meet these financial ratios may be affected by events beyond our control, and we may not satisfy such a test. A breach of the covenants including in our Credit Agreement or of any agreements governing future debt obligations could result in a default under such agreements. By reason of cross-acceleration or cross-default provisions, other indebtedness may then become immediately due and payable. Our assets or cash flows may not be sufficient to fully repay borrowings under our outstanding debt instruments if accelerated upon an event of default. If amounts owed under the Credit Agreement are accelerated because of a default and we are unable to pay such amounts, our lenders may have the right to assume control of substantially all of the assets securing the Credit Agreement.
No assurance can be given that any refinancing or additional financing will be possible when needed or that we will be able to negotiate acceptable terms. In addition, our access to capital is affected by prevailing conditions in the financial and capital markets and other factors beyond our control. There can be no assurance that market conditions will be favorable at the times that we require new or additional financing. In addition, the Credit Agreement contains, and agreements governing any future indebtedness are likely to contain, restrictive covenants that limit our subsidiaries from making certain dividend payments, loans or advances to us, unless certain conditions are met. Our failure to comply with such covenants may result in default, which could result in the acceleration of all our debt.
The London Inter-bank Offered Rate (“LIBOR”) and other interest rates that are indices deemed to be “benchmarks” are the subject of recent and ongoing national, international, and other regulatory guidance and proposals for reform. Some of these reforms are already effective, while others are still to be implemented. These reforms may cause such benchmarks to perform differently than in the past, or to disappear entirely, or have other consequences that cannot be predicted. Any such consequence could have a material adverse effect on our existing facilities, our interest rate swap agreement or our future debt linked to such a “benchmark” and our ability to service debt that bears interest at floating rates of interest.
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Risks Related to Tax and Regulatory Compliance
Our business is subject to numerous state and federal laws, and uncertainty as to the application of these laws, or adverse applications of these laws, as well as changes in applicable laws, including those related to the COVID-19 pandemic, could adversely affect our business.
Our operations are governed by numerous federal, state, and local laws relating to labor, tax, benefits, insurance, and employment matters. We provide benefits to our PEO customers, and by entering into co-employer relationships with WSEs, we assume certain obligations, responsibilities and potential legal risks of an employer under these laws. However, many of these laws (such as the Employee Retirement Income Security Act, as amended (“ERISA”), and federal and state employment tax laws) do not specifically address the obligations and responsibilities of a provider of outsourced HR services in a co-employer relationship, and the definition of employer under these laws is not uniform. In addition, many states have not addressed the co-employer relationship for purposes of compliance with applicable state laws governing the relationship between employers and employees and state insurance laws.
We are not able to predict whether broader federal or state regulation governing the co-employer relationship will be implemented, or if it is, how it will affect us. Any adverse application or interpretation (in courts, agencies or otherwise) of new or existing federal or state laws to the co-employer relationship with our WSEs and customers could harm our business. If federal, state or local jurisdictions were to change their regulatory framework related to outsourced HR, or introduce new laws governing our industry that were materially different from existing laws, those changes could reduce or eliminate the need for some of our services, or could require that we make significant changes in our methods of doing business, which could increase our cost of doing business. Changes in regulations could also affect the extent and type of benefits employers can or must provide employees, the amount and type of taxes employers and employees are required to pay or the time within which employers must remit taxes to the applicable authority. These changes could substantially decrease our revenues and substantially increase our cost of doing business. If we fail to educate and assist our customers regarding new or revised legislation that impacts them, our reputation could be harmed, and our business, financial condition, and results of operations may be adversely affected.
Most states have adopted laws and regulations for licensing, registration, certification or recognition of PEOs, and the Internal Revenue Service (“IRS”) has implemented a voluntary federal certification program for PEOs. We expect states without such laws and regulations to adopt them in the future. While these laws and regulations can vary widely, most regulators monitor the financial health and other relevant business information of PEOs on an annual or quarterly basis. In some cases, these laws and regulations codify and clarify the co-employment relationship for certain payroll, unemployment, workers’ compensation and other employment-related purposes or require specific customer contractual terms and/or WSE disclosures. We may be required to spend significant time and resources to satisfy licensing requirements or other applicable regulations in some states, and we may not be able to satisfy these requirements or regulations in all states, which could prohibit us from doing business in such states. In addition, we cannot assure you that we will be able to renew our licenses in all states in a timely manner or at all.
We must also comply with the federal and state payroll tax and unemployment tax requirements that apply where our customers are located. Tax reform efforts, and other payroll tax changes, at the federal, state and local level can impact our payroll tax reporting obligations for our customers and the services we can provide. State unemployment tax rates vary by state based, in part, on prior years’ compensation and unemployment claims experience and may also vary based on the overall claims experience of a PEO. As a result, depending on where customers are located, the fees we charge for unemployment taxes can be higher or lower than a customer could obtain alone. In some cases, the unemployment taxes we pay can also be retroactively increased to cover deficiencies in the unemployment tax funds. We also rely on our customers to accurately report their work locations and inaccurate reporting, due to work
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from home policies during the COVID-19 pandemic or otherwise, can impact our payroll tax obligations and the obligations of our customers and WSEs.
Due to the ongoing COVID-19 pandemic, new laws and programs have been enacted, and may continue to be enacted, at every level of government to help the economy, employers, and employees. For example, the Families First Coronavirus Response Act (“FFCRA”) and the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) were signed into law in March 2020, creating numerous new programs, including a paycheck protection program (“PPP”), mandatory employee leave requirements, payroll tax deferral and tax credit programs and other employment- and employment tax-related incentives. The Paycheck Protection Program Flexibility Act was signed into law in June 2020, modifying and expanding the original PPP program. The appropriations package passed into law in December 2020 further expanded the availability of some of the employee leave and tax credit programs available to SMBs and their employees, as well as the PPP. Many states have also passed laws to address the impact of COVID-19, and many local governments have enacted ordinances for the same reason. New and amended laws may be passed at the federal, state, and local level at any time. We are spending, and will continue to spend, significant time and resources to comply with new and amended laws and to provide the benefits created by these laws for our customers, where applicable. Most of these laws and programs have not been, and we do not anticipate will be, enacted with the PEO industry in mind. As a result, we cannot guarantee we will be able to support any of these laws and programs in a timely and cost effective manner or at all, which could reduce or eliminate the attractiveness of our services and/or affect the ability of our customers to fully realize the benefits of these laws and programs. Many of these laws are complex and require interpretation from various federal and state agencies to implement. Government agency interpretations, at any level of government, can increase the unpredictability and inconsistent application, interpretation and enforcement of these laws. In addition, since many of these laws do not specifically address the PEO industry and many regulators are unfamiliar with the PEO industry, we have been, and expect in the future to be, particularly impacted by unpredictable and inconsistent application, interpretation, and enforcement of these laws. For example, implementation of the PPP and the tax credit programs offered under the FFCRA and CARES Act involves substantial input and interpretation from the U.S. Small Business Association (“SBA”), the DOL and the IRS, respectively. We have experienced delays in our support for, and have been required to change our approach to implementing, various COVID-19 programs created by these laws in the past due to guidance from the SBA, DOL, IRS and other government agencies, and we expect to experience future delays and changes. Any government agency interpretation may delay, reduce or eliminate our ability to support any of these COVID-19 assistance programs, which could have a material adverse effect on our business.
Furthermore, on December 22, 2017, the U.S. government enacted legislation commonly referred to as the Tax Cuts and Jobs Act (the “TCJA”), which significantly reformed the Internal Revenue Code of 1986, as amended (the “Code”). The TCJA, among other things, contained significant changes to corporate taxation, including a reduction of the corporate tax rate from a top marginal rate of 35% to a flat rate of 21%, the limitation of the tax deduction for net interest expense to 30% of adjusted taxable income (except for certain small businesses), the limitation of the deduction for net operating losses, or NOLs, arising in taxable years beginning after December 31, 2017 to 80% of current year taxable income and elimination of NOL carrybacks for losses arising in taxable years ending after December 31, 2017 (though any such NOLs may be carried forward indefinitely), the imposition of a one-time taxation of offshore earnings at reduced rates regardless of whether they are repatriated, the elimination of U.S. tax on foreign earnings (subject to certain important exceptions), the allowance of immediate deductions for certain new investments instead of deductions for depreciation expense over time and the modification or repeal of many business deductions and credits.
As part of Congress’s response to the COVID-19 pandemic, the FFCRA was enacted on March 18, 2020, and the CARES Act was enacted on March 27, 2020. Both contain numerous tax provisions. The CARES Act also temporarily (for taxable years beginning in 2019 or 2020) relaxed the limitation of the tax
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deduction for net interest expense by increasing the limitation from 30% to 50% of adjusted taxable income.
Regulatory guidance under the TCJA, the FFCRA and the CARES Act is and continues to be forthcoming, and such guidance could ultimately increase or lessen impact of these laws on our business and financial condition. It is uncertain if and to what extent various states will conform their laws to the TCJA, the FFCRA, or the CARES Act.
We were required, and may in the future continue to be required, to modify our systems to effectively implement the assistance provided to businesses and employees through programs and incentives like those created via the FFCRA and CARES Act. For example, certain of these programs and incentives have required us to make changes to our systems that manage payroll and payroll-related tax calculation and reporting and invoicing and collection of service fees. To make these types of modifications, we were, and may continue to be, required to invest additional resources and/or to reallocate earmarked resources. If we do not successfully or timely deploy these types of modifications, we may be unable to comply with applicable regulations, including any further legislation that is enacted by states, localities and the federal government, which could subject us to litigation, as well as fines, penalties, and other regulatory action, any of which could adversely impact our PEO state licenses or registrations and our certified PEO status. Furthermore, if we are unable to support such laws and programs in a timely and cost-effective manner or at all, such inability could reduce or eliminate the attractiveness of our platform, products and solutions and/or affect the ability of our customers to fully realize the benefits of these law and programs. In addition, if any of our customers accessed these benefits and there are allegations of fraud or improprieties, we could be subject to government inquiries, which could distract our management, and our reputation may be harmed.
We are voluntarily subject to certification requirements by the IRS and could lose such certification.
The Small Business Efficiency Act (“SBEA”) amended the Code to create a voluntary certification program for PEOs. The SBEA specifically recognizes certificated professional employer organizations (“CPEOs”) by providing, among other things, potential benefits to the customers of CPEOs (e.g., stringent operational and financial standards such as ongoing bonding requirements, audits, and IRS reporting). We are voluntarily subject to the IRS’ CPEO program that establishes our sole statutory liability for federal employment taxes processed through Justworks. Our “certified” designation under the voluntary CPEO program may be unilaterally suspended or revoked by the IRS if we fail to comply with applicable rules and regulations in connection with the program, including if such failure is due to inadvertent administrative errors. For example, our voluntary CPEO certification with the IRS was suspended on November 15, 2019 due to certain inadvertent administrative errors. We added payroll tax personnel and implemented process improvements and control enhancements in order to reduce the risk of this situation reoccurring. After concluding an independent review of the matter, the IRS Office of Professional Responsibility lifted our suspension as of September 30, 2020, and fully restored our status as a CPEO. If the IRS suspends or revokes our “certified” designation under the voluntary CPEO program, such suspension or revocation could harm our business, financial condition, and results of operations.
If we are not recognized as an employer of WSEs under federal and state laws and regulations, we and our customers could be adversely impacted.
In order for WSEs to receive the full benefit of our benefits offerings, it is important that we act and qualify as an employer of the WSEs under the Code and ERISA. In addition, our status as an employer is important for purposes of ERISA preemption of state laws. The definition of employer under various laws is not uniform, and under both the Code and ERISA the term is defined in part by complex multi-factor tests under common law. The DOL has issued guidance that certain entities in the HR outsourcing industry do not qualify as common law employers of WSEs for ERISA purposes. If we were found not to be an employer for ERISA purposes, one or more of our employee benefit plans may need to be
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restructured to comply with ERISA and/or certain state laws and regulations, including laws governing multiple employer welfare arrangements.
Further, if we are deemed to be a money transmitter, we may incur fines and significant additional costs and expenses, which could harm our business, financial condition, and results of operations. While specific laws vary among jurisdictions, a money transmitter is commonly defined as a party that is engaged in: (i) receipt of money (or something of value) and (ii) transmission of money (or something of value) to a different person or place. Federal law requires registration of money services businesses, including money transmitters, and such companies are required to adopt and follow an anti-money laundering program consistent with the Bank Secrecy Act. State regulatory authorities generally require licenses for companies that are considered money transmitters or money service businesses under the laws of their states, as well as bond requirements and limitations and reporting for how outstanding liabilities are maintained. Money transmitter licensing laws vary by state. If regulatory authorities in any state determine that the nature of our business requires that we be licensed as a money transmitter, we may need to hire additional personnel to manage regulatory compliance and become obligated to pay fines for prior unlicensed activity as well as annual licensing fees, which could adversely affect our business, financial condition, and results of operations.
If we are deemed to be an insurance agent or third-party administrator, we may incur significant additional costs and expenses, which could harm our business, financial condition, and results of operations.
State regulatory authorities generally require licenses for companies that do business in their states as insurance agents or third-party administrators, such as those that handle health or retirement plan funding and claim processing. Insurance and third-party administrator regulation cover a host of activities, including sales, underwriting, rating, claims payments, and record keeping by companies and agents. If regulatory authorities in any state determine that the nature of our business requires that we be licensed as an insurance agent or as a third-party administrator, we may need to hire additional personnel to manage regulatory compliance and become obligated to pay annual regulatory fees, which could adversely affect our business, financial condition, and results of operations.
We and our customers could be adversely impacted by health care reform.
Since enactment, there have been numerous attempts to modify, repeal or replace the Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010 (“ACA”). While initial attempts at repeal and replacement have not been successful, uncertainty regarding the potential future modification, repeal or replacement of the ACA at the federal or state levels could adversely affect our ability to sell certain of our services to new customers. For example, for several years, the New York legislature has advanced, but not enacted, various bills that would create a single-payer healthcare system in the State of New York. Such a system would materially disrupt and possibly eliminate the current employment-based health insurance system in the State of New York. Given our significant presence in New York and the importance of benefits administration to our product offering, the enactment of a single-payer healthcare system in the State of New York could materially harm our business, financial condition, and results of operations. Failure to update our services to comply with modified or new legislation in the area of health care reform as well as failure to educate and assist our customers regarding this legislation could adversely impact our business reputation and negatively impact our customer base. Furthermore, the uncertainty surrounding the terms and application of the ACA may delay or inhibit the decisions of potential customers to outsource their HR needs. Any of these developments could harm our business, financial condition, and results of operations.
Increased use of payroll tax credits and other payroll tax-related incentive or stimulus programs could adversely impact our business.
In the past several years, the Protecting Americans from Tax Hikes (PATH) Act of 2015, the FFCRA, the CARES Act, the Consolidated Appropriations Act, 2021 and the American Rescue Plan Act of 2021
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created or extended various federal incentive or stimulus programs that deliver benefits to customers through payroll tax credits or other payroll tax-related incentives or stimulus, such as the employer Social Security tax deferral program under the CARES Act. We expect an increase in the use of these types of programs at the federal, state, and local levels over the next several years. These programs have required us to spend significant time and resources to comply with new and amended laws and to provide the benefits created by these laws for our customers. In addition, these programs involve processing payroll tax credits or other incentives or stimulus for customers, which may later result in payroll tax deficiencies assessed against us if the credits or other incentives or stimulus are disallowed, in whole or in part, following an audit of customer facts and circumstances that are not within our knowledge or control. If we are unable to timely administer incentive or stimulus programs that deliver benefits to customers through payroll tax credits or other payroll tax-related incentives or stimulus, or incur substantial additional costs or liabilities in doing so, our business, financial condition, and results of operations could be adversely impacted.
Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited.
Under the rules of sections 382 and 383 of the Internal Revenue Code of 1986, as amended (the “Code”), if a corporation undergoes an “ownership change,” generally defined as a greater than 50 percentage point change (by value) in its equity ownership over a rolling three-year period, the corporation’s ability to use its pre-change NOLs and other pre-change tax attributes to offset its post-change taxable income may be limited. The applicable rules generally operate by focusing on changes in ownership among stockholders considered by the rules as owning, directly or indirectly, 5% or more of the stock of a corporation, as well as changes in ownership arising from new issuances of stock by the corporation. We may have experienced ownership changes in the past and could experience one or more ownership changes in the future, including in connection with this offering and as a result of future changes in our stock ownership, some of which changes may be outside our control. Further, U.S. tax laws limit the time during which NOL carryforwards generated before January 1, 2018 may be applied against future taxes. While NOL carryforwards generated on or after January 1, 2018 are not subject to expiration, the deductibility of such NOL carryforwards is limited to 80% of our taxable income for taxable years beginning on or after January 1, 2021. Similar provisions of state tax law may also apply to our state NOLs. As a result, if we earn net taxable income, our ability to use our pre-change NOL carryforwards to offset post-change taxable income may be subject to limitations. For these reasons, we may not be able to utilize our NOLs and other tax attributes, which could adversely affect our future cash flows.
Risks Related to Technology, Data Privacy, and Security
Our efforts to protect against and to remediate cyber-attacks, other security-related incidents, and data breaches may not succeed and any such event, whether intentional or inadvertent and whether attributable to us or our service providers, could have a material adverse effect on our business, reputation and the price of our Class A common stock.
We collect, process, store and use a wide variety of data and personal information from current and prospective customers, employees of customers, and, in some cases, customers’ third-party vendors, including bank account and social security numbers, tax information, certain health information, certain health claim information, retirement account information, payroll data and email and physical addresses. Federal, state and international laws and regulations governing privacy, data protection, and e-commerce transactions require us to safeguard our customers’ personal information, including names, addresses, bank account information and social security numbers. Furthermore, changes in the laws and regulations that govern our collection, use and disclosure of customers’ data and personal information could impose additional requirements with respect to the retention and security of such data and personal information and related notification requirements. While we have security measures and programs in place to prevent, detect, and respond to cyber-attacks, security-related incidents, data breaches and other similar threats, and we require our service providers to do so as well, these security measures and programs and our
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collective efforts have not always succeeded, and may not succeed in the future. A significant number of our customers provide us with bank account and other confidential information and authorize us to bill their bank accounts directly for our products and services. Typically, we rely on encryption and authentication technology licensed from third parties to enhance the security of our confidential information transmissions. Advances in computer capabilities, the development of new cyberattack tools and techniques, new discoveries in the field of cryptography, inadequate facility security or other developments may result in a compromise or breach of the technology used by us to protect customers’ data and personal information.
We cannot fully eliminate the possibility of such cyber-attacks, security-related incidents and other threats, whether intentional or inadvertent and whether internal or external, and we, our customers or our service providers may not discover a security incident for a significant period of time after the incident occurs. Other malicious actors may direct social engineering, phishing, credential stuffing, ransomware, extortion, denial or degradation of service attacks and similar types of attacks against any or all of us, our customers and our service providers. These attacks may come from individual hackers, criminal groups or state-sponsored organizations. If our security measures are breached as a result of third-party action, employee error or negligence, a defect or bug in our offerings or those of our third-party service providers, malfeasance or otherwise and, as a result, someone obtains unauthorized access to any data, including our confidential, sensitive, or personal information or the confidential, sensitive, or personal information of our customers or other persons, or any of these types of information is lost, destroyed, or used, altered, disclosed, or acquired without authorization, then our reputation may be damaged, our business may suffer, and we could incur significant liability, including under applicable data privacy and security laws and regulations. Even the perception of inadequate security may damage our reputation and negatively impact our ability to win new customers and retain and receive timely payments from existing customers. Further, we could be required to expend significant capital and other resources to protect against and address any data security incident or breach, which may not be covered or fully covered by our insurance and which may involve payments for investigations, forensic analyses, regulatory compliance, breach notification, legal advice, public relations advice, system repair or replacement, or other services.
While we typically conduct risk assessments of our service providers and/or require them to undertake security measures through contractual provisions, we do not control our service providers, and our ability to monitor their data security is limited. As such, we cannot ensure the security measures they take will be sufficient to protect our confidential, sensitive and personal information. Due to applicable laws and regulations or contractual obligations, we may be held responsible for any cyber-attack or other security-related incident attributed to our service providers regarding the information we share with them and any contractual protections we may have from our service providers may not be sufficient to adequately protect us from any such liabilities and losses.
We, our customers, and our service providers have been the victims of these types of threats, attacks, and security incidents in the past, and we, our customers, and our service providers expect to be victims of such threats, attacks, and security incidents again in the future. We have in the past reported these types of threats, attacks, and security incidents to regulators, affected individuals, customers, and/or other third parties. Moreover, we expect in the future to report data breaches to regulators, affected individuals, customers, and/or other third parties. We cannot guarantee that any future threats, attacks, and security incidents will not have a material impact on our business, reputation, financial conditions, and results of operations.
Although we maintain insurance coverage, the amount of our insurance may not cover the costs associated with any security incident, and we cannot be certain that cyber insurance will continue to be available to us on economically reasonable terms, or at all, or that any insurer will not deny coverage as to any future claim. Moreover, there could be public announcements regarding any security-related incidents and any steps we take to respond to or remediate such incidents, if securities analysts or investors perceive these announcements to be negative, could have a material adverse effect on the price of our Class A common stock.
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The security protections and strategies that we implement, and the investigation and remediation efforts we undertake, may not be successful. Any security breach, data loss, or other compromise, including those resulting from a cybersecurity attack, phishing attack, or any unauthorized access, unauthorized usage, virus or similar breach or disruption, whether intentional or inadvertent, could result in the access, public disclosure, loss or theft of our customers’, WSEs’ and corporate employees’ confidential, sensitive and personal information, which could negatively affect our ability to attract new customers, cause existing customers to terminate their agreements with us, result in significant reputational damage and subject us to significant lawsuits, regulatory fines, or other actions or liabilities, any of which could materially and adversely affect our business, financial condition, and results of operations.
Any failure in our business systems could reduce the quality of our business services, which could harm our reputation and expose us to liability.
Our business systems rely on the complex integration of numerous hardware and software subsystems to manage the transactions involved in managing the customer relationship through the processing of employee, payroll and benefits data. These systems can be disrupted by, among other things, equipment failures, computer server or systems failures, network outages, malicious acts, software errors or defects, vendor performance problems and power failures. Any delay or failure in our systems that impairs our ability to communicate electronically with our customers, employees or vendors or our ability to store or process data could harm our reputation and our business. If we are unable to meet customer demands or service expectations, we may lose existing customers and we may have difficulty attracting new customers. In addition, errors in our products and services, such as delays in making payroll, could expose our customers to liability claims from improperly serviced WSEs, for which we might have contractual indemnification obligations.
Our platform, products and solutions are inherently complex and have in the past and may in the future contain bugs, defects, security vulnerabilities, errors, or other performance failures, especially when first introduced, or otherwise not perform as intended. Any such bug, defect, security vulnerability, error, or other performance failure could cause damage to our reputation, loss of customers or revenue, order cancellations, service terminations, and lack of market acceptance of our offerings. As the use of our offerings among new and existing customers expands, particularly to more sensitive, secure, or mission critical uses, we may be subject to increased scrutiny, potential reputational risk, or potential liability should our offerings fail to perform as contemplated in such deployments. We have in the past and may in the future need to issue corrective releases of our software to fix these defects, errors or performance failures, which could require us to allocate significant research and development and customer support resources to address these problems. Despite our efforts, such corrections may take longer to develop and release than we or our customers anticipate and expect.
Any limitation of liability provision contained in an agreement with a customer, user, third-party vendor, service provider, or partner may not be enforceable, adequate or effective as a result of existing or future applicable law or judicial decisions, and may not function to limit our liability arising from regulatory enforcement or other specific circumstances. The sale and support of our offerings entail the risk of liability claims, which could be substantial in light of the use of our offerings in enterprise-wide environments. In addition, our insurance against any such liability may not be adequate to cover a potential claim, and may be subject to exclusions, or subject us to the risk that the insurer will deny coverage as to any future claim or exclude from our coverage such claims in policy renewals, increase our fees or deductibles or impose co-insurance requirements. Any such bugs, defects, security vulnerabilities, errors, or other performance failures in our platform, products or solutions, including as a result of denial of claims by our insurer or the successful assertion of claims by others against us that exceed available insurance coverage, or the occurrence of changes in our insurance policies, including increases or the imposition of large deductible or co-insurance requirements, could harm our reputation and have a material adverse effect on our business, financial condition, and results of operations. Further, our ability to seek reimbursement from our third party vendors or service providers for damages we incur may be limited by limitation of liability provisions in our agreements with these third parties.
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We have crisis management plans and procedures designed to protect our business against a multitude of events, including natural disasters, military or terrorist actions, power or communication failures, or similar events. Our plans may not be successful in preventing the loss of customer data, service interruptions, and disruptions to our operations, or damage to our important facilities. If we suffer damage to our data or operations centers, experience a telecommunications failure or experiences a security breach, our operations could be interrupted. Any interruption or other loss may not be covered by our insurance and could harm our reputation.
If our systems were to fail for any reason during payroll processing, preventing the proper payment of employees, or the proper remission of payroll taxes, we could be liable for wage payment delay penalties and payroll tax penalties, as well as other contractual penalties. Any inaccuracies in the processing of health insurance benefits could result in liability for lapses in coverage. If any of our systems fails to operate properly or becomes disabled even for a brief period of time, we could suffer financial loss, a disruption of our businesses, liability to customers, regulatory intervention, or damage to our reputation.
We must comply with constantly evolving data privacy and security laws and regulations, which may require substantial costs or changes to our business, and any actual or perceived compliance failure could result in reduced revenue, increased costs, liability claims, regulatory penalties, and damage to our reputation.
We are subject to various federal, state, and local laws, rules, and regulations, as well as contractual obligations, relating to the collection, storage, use, retention, security, disclosure, transfer and other processing of confidential, sensitive and personal information. Existing laws and regulations are constantly evolving, and new laws and regulations that apply to our business are being introduced at every level of government inside and outside of the United States. As we seek to expand our business, we are, and may increasingly become subject to various laws, regulations and standards, as well as contractual obligations, relating to data privacy and security in the jurisdictions in which we operate. These laws, regulations and standards are continuously evolving and may be interpreted and applied differently over time and from jurisdiction to jurisdiction, and it is possible that they will be interpreted and applied in ways that may have a material adverse effect on our reputation, business, financial condition, and results of operations.
Many states are considering adopting, or have already adopted, privacy regulations. Such regulations, including the California Consumer Privacy Act (“CCPA”) which came into effect in 2020, provide new data privacy rights for California consumers and new operational requirements for covered companies. Specifically, the CCPA mandates that covered companies provide new disclosures to California consumers and afford such consumers new data privacy rights that include, among other things, the right to request a copy from a covered company of the personal information collected about them, the right to request deletion of such personal information, and the right to request to opt-out of certain sales of such personal information. The California Attorney General can enforce the CCPA, including seeking an injunction and civil penalties for violations. The CCPA also provides a private right of action for certain data breaches that is expected to increase data breach litigation. Additionally, a new privacy law, the California Privacy Rights Act (“CPRA”), was approved by California voters in the November 3, 2020 election. The CPRA generally takes effect on January 1, 2023 and significantly modifies the CCPA, including by expanding consumers’ rights with respect to certain personal information and creating a new state agency to oversee implementation and enforcement efforts, potentially resulting in further uncertainty and requiring us to incur additional costs and expenses in an effort to comply. Moreover, on March 2, 2021, the Governor of Virginia signed into law the Virginia Consumer Data Protection Act (the “VCDPA”). The VCDPA creates consumer rights, similar to the CCPA, but also imposes security and assessment requirements for businesses. In addition, on July 7, 2021, Colorado enacted the Colorado Privacy Act (“COCPA”), becoming the third comprehensive consumer privacy law to be passed in the United States (after the CCPA and VCDPA). The COCPA closely resembles the VCDPA, and will be enforced by the respective states’ Attorney General and district attorneys, although the two differ in many ways and once they become enforceable in 2023, we must comply with each if our operations fall within the scope of these newly enacted comprehensive mandates. Personal information
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we handle may be subject to the CCPA, CPRA, VCDPA, and COCPA, which may increase our compliance costs and potential liability. Similar laws have been proposed in other states and at the federal level, reflecting a trend toward more stringent privacy legislation in the United States. Furthermore, due to the nature of our business and operations, we have interpreted laws in other jurisdictions, such as the General Data Protection Regulation, as not applying to us; however, such interpretations may prove incorrect and/or as our business evolves, we may become subject to such laws, leading to risks of noncompliance and increased compliance costs. This legislation may add additional complexity, variation in requirements, restrictions and potential legal risk, require additional investment in resources to compliance programs, could impact strategies and availability of previously useful data and could result in increased compliance costs and/or changes in business practices and policies.
Our communications with our customers are subject to certain laws and regulations, including the Telephone Consumer Protection Act of 1991 (the “TCPA”), the Controlling the Assault of Non-Solicited Pornography and Marketing (“CAN-SPAM”) Act of 2003, and the Telemarketing Sales Rule and analogous state laws, that could expose us to significant damages awards, fines and other penalties that could materially impact our business. For example, the Telephone Consumer Protection Act, or TCPA, is a federal law that imposes significant restrictions on the ability to make telephone calls or send text messages to mobile telephone numbers without the prior consent of the person being contacted. The TCPA provides for substantial statutory damages for violations, which has generated extensive class-action litigation. In addition, class-action plaintiffs in the United States are employing novel legal theories to allege that federal and state eavesdropping/wiretapping laws and state constitutions prohibit the use of analytics technologies widely employed by website and mobile app operators to understand how their users interact with their services. The CAN-SPAM Act and the Telemarketing Sales Rule and analogous state laws also impose various restrictions on marketing conducted use of email, telephone, fax or text message. As laws and regulations, including FTC enforcement, rapidly evolve to govern the use of these communications and marketing platforms, the failure by us, our employees or third parties acting at our direction to abide by applicable laws and regulations could adversely impact our business, financial condition, and results of operations or subject us to fines or other penalties.
In addition, the FTC expects a company’s data security measures to be reasonable and appropriate in light of the sensitivity and volume of consumer information it holds, the size and complexity of its business, and the cost of available tools to improve security and reduce vulnerabilities. Our failure to take any steps perceived by the FTC as appropriate to protect consumers’ personal information may result in claims by the FTC that we have engaged in unfair or deceptive acts or practices in violation of Section 5(a) of the FTC Act. State consumer protection laws provide similar causes of action for unfair or deceptive practices for alleged privacy, data protection, and data security violations.
Further, some laws may require us to notify governmental authorities and/or affected individuals of data breaches involving certain personal information or other unauthorized or inadvertent access to or disclosure of such information. For example, laws in all 50 U.S. states may require businesses to provide notice to consumers whose personal information has been disclosed as a result of a data breach. These laws are not consistent, and compliance in the event of a widespread data breach may be difficult and costly. We also may be contractually required to notify consumers or other counterparties of a security breach. Regardless of our contractual protections, any actual or perceived security breach or breach of our contractual obligations could harm our reputation and brand, expose us to potential liability or require us to expend significant resources on data security and in responding to any such actual or perceived breach.
We make public statements about our use and disclosure of personal information through our privacy policies, information provided on our website and press statements. Although we endeavor to comply with our public statements and documentation, we may at times fail to do so or be alleged to have failed to do so. The publication of our privacy policies and other statements that provide promises and assurances about data privacy and security can subject us to potential government or legal action if they are found to be deceptive, unfair, or misrepresentative of our actual practices. Any concerns about our data privacy
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and security practices, even if unfounded, could damage the reputation of our business and harm our business, financial condition, and results of operations.
We rely on vendors to handle Payment Card Industry Data Security Standards (“PCI DSS”) matters and to ensure compliance with PCI DSS based on past, present, and future business practices. Despite our compliance efforts, we may become subject to claims that we have violated the PCI DSS requirements, which could subject us to substantial fines, termination of banking relationships, and increased transaction fees. In addition, there is no guarantee that PCI DSS compliance will prevent illegal or improper use of our payment systems or the theft, loss or misuse of payment card data or transaction information.
Despite our efforts, we may not be successful in complying with the rapidly evolving privacy, data protection, and data security requirements discussed above. Any failure or perceived failure by us to comply with our posted privacy policies, our privacy-related obligations to users or other third parties, or any other legal obligations or regulatory requirements relating to privacy, data protection, or data security, may result in governmental investigations or enforcement actions, litigation, claims, or public statements against us by consumer advocacy groups or others and could result in significant liability, cause our users to lose trust in us, and otherwise materially and adversely affect our reputation and business. Furthermore, the costs of compliance with, and other burdens imposed by, the laws, regulations, other obligations, and policies that are applicable to the businesses of our users may limit the adoption and use of, and reduce the overall demand for, our platform. Additionally, if third parties we work with violate applicable laws, regulations or contractual obligations, such violations may put our users’ data at risk, could result in governmental investigations or enforcement actions, fines, litigation, claims, or public statements against us by consumer advocacy groups or others and could result in significant liability, cause our users to lose trust in us, and otherwise materially and adversely affect our reputation and business. Further, public scrutiny of, or complaints about, technology companies or their data handling or data protection practices, even if unrelated to our business, industry or operations, may lead to increased scrutiny of technology companies, including us, and may cause government agencies to enact additional regulatory requirements, or to modify their enforcement or investigation activities, which may increase our costs and risks. Any of the foregoing could materially and adversely affect our business, financial condition, and results of operations.
Risks Related to Our Intellectual Property
Inability to protect, or the misappropriation or misuse of, our intellectual property could harm our reputation, affect our competitive position, and cost us money.
We believe the protection of our intellectual property is critical to our success. In addition to the JUSTWORKS trademark and trade secrets and unregistered copyrights in our proprietary software, we also currently hold various web domain names, including www.justworks.com, which are critical to the operation of our business and the promotion of our brands. We seek to protect our intellectual property rights by relying on applicable laws and regulations in the United States; however, we may not be able to prevent third parties from infringing or misappropriating our intellectual property or deter independent development of equivalent or superior intellectual property rights by others. We also rely on contractual restrictions to protect our proprietary rights when offering or procuring products and services, including confidentiality, work-for-hire and invention assignment agreements entered into with our employees, consultants and contractors and confidentiality agreements with parties with whom we conduct business; however, we may not be able to discover or determine the extent of any unauthorized use of our proprietary rights. Furthermore, our efforts to enforce our rights in our intellectual property may be met with defenses, counterclaims and countersuits attacking the validity and enforceability of our rights, which may be successful. Any failure to adequately protect or enforce our intellectual property rights, or significant costs incurred in doing so, could materially harm our business, financial condition, and results of operations.
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Our products and services may infringe or be alleged to infringe the intellectual property rights of others, which may cause us to incur unexpected costs or prevent us from selling our products and services. Moreover, from time to time we may hire employees previously employed by competitors, which may subject us to claims that such employees have wrongfully divulged intellectual property or confidential information belonging to such competitors.
The markets in which we operate and compete are characterized by large numbers of patents, copyrights, trademarks, trade secrets, and other intellectual property rights, and by litigation based on allegations of infringement or other violations of intellectual property or other proprietary rights. Furthermore, it is common for individuals and groups to purchase patents and other intellectual property assets for the purpose of making claims of infringement to extract settlements from companies like ours. We cannot guarantee that on the basis of our internally developed or acquired software and other intellectual property we use in our operations, products and services we will not be accused of infringing or misappropriating the intellectual property rights of others. In such regard, it is notable that we use certain software and products licensed or purchased from third parties, which software and products may be subject to claims of infringement or misappropriation. The licensors or other third parties from whom we obtained such software and products may not be required to indemnify us fully or at all from such claims. Any intellectual property-related infringement or misappropriation claims, whether or not meritorious, could result in costly litigation and divert management resources and attention. Such claims could force us to enter into licensing agreements, which may not be available on commercially reasonable terms, pay substantial damages, or limit or curtail our operations, products and services. Furthermore, we may need to redesign our operations, products or services to avoid future infringement liability. Any of the foregoing could prevent us from competing effectively and increase our costs.
Finally, to the extent we hire personnel from competitors, we may be subject to allegations that they have been improperly solicited or that they have divulged their former employers’ proprietary or other confidential information or incorporated such information into our products, which could include claims that such former employers therefore own or otherwise have rights to their inventions or other work product developed while employed by us.
We rely on third party software, including open source software, in our operations, products and services, and as such we are subject to certain risks and restrictions.
Certain of our internal operations, as well as our products and services include software of third parties, which we license under agreements that may need to be renewed or renegotiated from time to time. We may not be able to obtain licenses to such software on reasonable terms, or at all. If we are unable to obtain the rights necessary to use this software, we may not be able to continue our internal operations, or to sell the affected products and services, and customers who are currently using the affected products and services may be disrupted, which may in turn harm our future financial results, damage our brand, and result in customer loss. In our internal operations, and in our products and services, we use third party software that is licensed under “open source” licenses, some of which may include a requirement that, under certain circumstances, we make available, or grant licenses to, any modifications or derivative works we create based upon the open source software, in particular if we deploy our software to a customer site. We cannot be sure that all open source software is submitted for approval prior to use in our products and services. Some of the risks and restrictions associated with usage of open source may not be eliminated, and may, if not properly addressed, harm our business.
Risks Related to this Offering and Ownership of Our Class A Common Stock
There has been no prior public market for our Class A common stock. An active market may not develop or be sustainable, and you may not be able to resell your shares at or above the initial public offering price.
There has been no public market for our Class A common stock prior to this offering. The initial public offering price for our Class A common stock was determined through negotiations between us and the
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underwriters and may vary from the market price of our Class A common stock following the completion of this offering. An active or liquid market in our Class A common stock may not develop upon completion of this offering or, if it does develop, it may not be sustainable. In the absence of an active trading market for our Class A common stock, you may not be able to resell any shares you hold at or above the initial public offering price or at all. We cannot predict the prices at which our Class A common stock will trade.
Our stock price may be volatile or may decline regardless of our operating performance, resulting in substantial losses for investors purchasing shares in this offering.
The market price of our Class A common stock may fluctuate significantly in response to numerous factors, many of which are beyond our control, including:
actual or anticipated fluctuations in our financial condition and results of operations;
the projections we may provide to the public, any changes in these projections, or our failure to meet these projections;
failure of securities analysts to initiate or maintain coverage of our company, changes in financial estimates or ratings by any securities analysts who follow our company or our failure to meet these estimates or the expectations of investors;
announcements by us or our competitors of significant technical innovations, acquisitions, strategic partnerships, joint ventures, results of operations, or capital commitments, whether or not they are successfully consummated;
changes in stock market valuations and operating performance of other PEOs generally, or those in the payroll and benefits administration industry in particular;
price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole;
changes in our board of directors or management, or any actions by our directors or management that damages our reputation or the image of our brands;
sales of large blocks of our Class A common stock, including sales by certain affiliates of Redpoint Omega, Bain Capital Ventures, Index Ventures, and Thrive Capital, our founder or our executive officers and directors;
lawsuits threatened or filed against us;
actions taken or threatened by any regulatory or government agency;
anticipated or actual changes in laws, regulations or government policies applicable to our business;
changes in our capital structure, such as future issuances of debt or equity securities;
short sales, hedging. and other derivative transactions involving our capital stock;
general economic conditions around the world, particularly in the United States;
other events or factors, including those resulting from war, pandemics (including COVID-19), incidents of terrorism, or responses to these events; and
the other factors described in the sections of this prospectus titled “Risk Factors” and “Special Note Regarding Forward-Looking Statements.”
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The stock market has recently experienced extreme price and volume fluctuations. The market prices of securities of companies have experienced fluctuations that often have been unrelated or disproportionate to their results of operations. Market fluctuations could result in extreme volatility in the price of shares of our Class A common stock, which could cause a decline in the value of your investment. Price volatility may be greater if the public float and trading volume of shares of our Class A common stock are low. Furthermore, in the past, stockholders have sometimes instituted securities class action litigation against companies following periods of volatility in the market price of their securities. Any similar litigation against us could result in substantial costs, divert management’s attention and resources, and harm our business, financial condition, and results of operations.
Sales, directly or indirectly, of a substantial amount of our Class A common stock in the public markets by our existing security holders may cause the price of our Class A common stock to decline.
Sales of a substantial number of shares of our Class A common stock into the public market, particularly sales by our directors, executive officers and principal stockholders, or the perception that these sales might occur, could cause the market price of our Class A common stock to decline. Many of our existing security holders have substantial unrecognized gains on the value of the equity they hold, and may take steps to sell their shares or otherwise secure or limit their risk exposure to the value of their unrecognized gains on those shares. We are unable to predict the timing or effect of such sales on the market price of our Class A common stock.
All of the shares of Class A common stock sold in this offering will be freely tradable without restrictions or further registration under the Securities Act, except that any shares held by our affiliates, as defined in Rule 144 under the Securities Act (“Rule 144”), would only be able to be sold in compliance with Rule 144 and any applicable lock up agreements described below.
In connection with this offering, we, all of our directors and executive officers and holders of substantially all of our outstanding securities have entered into market standoff agreements with us or lock-up agreements with the underwriters that restrict our and their ability to sell or transfer shares of our capital stock for a period of 180 days from the date of this prospectus, subject to certain exceptions and certain provisions that provide for the automatic early release of certain shares. See “Shares Eligible for Future Sale” for a discussion of such exceptions and of the early release provisions that would allow for sales during the 180-day period. In addition, we and Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, and BofA Securities, Inc. may release certain stockholders from the market standoff agreements or lock-up agreements prior to the end of the lock-up period. If not otherwise released early, when the applicable market standoff and lock-up periods expire, we and our security holders subject to a lock-up agreement or market standoff agreement will be able to sell our shares freely in the public market, except that any shares held by our affiliates, as defined in Rule 144, would only be able to be sold in compliance with Rule 144. Sales of a substantial number of such shares upon expiration of the lock-up and market standoff agreements, or the perception that such sales may occur, or early release of these agreements, could cause our market price to fall or make it more difficult for you to sell your Class A common stock at a time and price that you deem appropriate.
In addition, as of November 30, 2021, we had stock options outstanding that, if fully exercised, would result in the issuance of 13,013,737 shares of common stock. In connection with this offering, we also intend to grant the Founder Award, IPO Options, and IPO RSUs, which, if fully exercised or vested and settled, as applicable, would result in the issuance of 1,871,219 shares of common stock. See “Prospectus Summary—The Offering” for additional information regarding the shares of common stock issuable upon exercise of such stock options and upon vesting and settlement of such RSUs. All of the shares of common stock issuable upon the exercise of stock options, and the shares reserved for future issuance under our equity incentive plans, will be registered for public resale under the Securities Act. Accordingly, these shares will be able to be freely sold in the public market upon issuance subject to existing lock-up or market standoff agreements and applicable vesting requirements.
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Further, based on shares outstanding as of November 30, 2021, holders of 53,036,022 shares of our common stock (including certain shares of common stock issuable upon exercise of stock options) will have rights after the completion of this offering, subject to certain conditions, to require us to file registration statements for the public resale of such shares or to include such shares in registration statements that we may file for us or other stockholders.
We anticipate incurring substantial stock-based compensation expense related to the Founder Award, which may have an adverse effect on our financial condition and results of operations and may result in substantial dilution.
In light of the long-term performance-based stock option award that we intend to grant to Isaac Oates, our Founder and Chief Executive Officer, in connection with this offering, which we refer to as the Founder Award, we anticipate that we will incur substantial stock-based compensation expense. The Founder Award covers 1,600,000 shares of Class A common stock and will be eligible to vest based on both (a) the achievement of pre-determined stock price goals, ranging from 1.2 to four times the initial public offering price per share of our Class A common stock, over a five-year period following this offering (the “Performance Condition”) and (b) Mr. Oates’ continued employment with the Company as Chief Executive Officer (the “Service Condition”).
The Performance Condition of the Founder Award will be satisfied in ten equivalent tranches (each consisting of 160,000 shares of Class A common stock covered by the Founder Award) upon the achievement of such stock price thresholds (measured based upon a volume-weighted average stock price over 60 days) prior to the fifth anniversary of this offering. To the extent the Performance Condition of any tranche is not satisfied by the fifth anniversary of this offering, it will be forfeited. The Service Condition of the Founder Award will be satisfied with respect to each tranche upon Mr. Oates’ continued employment as our Chief Executive Officer for a specified number of months following this offering.
Each tranche of the Founder Award will only vest upon achievement of both its Performance Condition and Service Condition. Mr. Oates will also be required to hold vested options (or, if exercised, the underlying shares of Class A common stock) for a one-year period commencing on the vesting date. The Founder Award is subject to certain acceleration terms, including in the event of a Change in Control (as defined below). Upon termination of Mr. Oates’ employment as our Chief Executive Officer for any reason, any unvested portion of the Founder Award will be forfeited. In the event of termination of Mr. Oates’ employment as our Chief Executive Officer by us without cause or by Mr. Oates for good reason or due to his disability or death, the one-year post-vesting holding requirement described above will be waived and will no longer apply, and the Founder Award will be subject to the terms and conditions of our Executive Severance Policy, as described in the section titled “Executive and Director Compensation.” In the event of termination of Mr. Oates’ employment as our Chief Executive Officer by us for cause, all of the options of the Founder Award, whether or not vested, will be forfeited.
We expect that the stock-based compensation expense related to the Founder Award will be at least $15.0 million and will be recognized over the period of time the Performance Condition for each tranche is expected to be satisfied (i.e., the derived service period). We expect the stock-based compensation expense relating to the Founder Award to adversely impact our future financial results. In addition, to the extent the Performance Conditions and Service Conditions of the Founder Award are satisfied, a potentially large number of shares of Class A common stock will be issuable upon the exercise of the applicable stock options, which would dilute your ownership interest in the Company. For additional information regarding the Founder Award, please see the section titled “Executive and Director Compensation.”
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The dual class structure of our common stock will have the effect of concentrating voting control with holders of our Class B common stock, including our Founder, for the foreseeable future, which will limit the ability of our other investors to influence corporate matters, including the election of directors and the approval of any change of control transaction.
Upon completion of this offering, our Class B common stock will have ten votes per share, and our Class A common stock will have one vote per share. Following this offering, and without giving effect to any purchases that may be made in this offering, the holders of our outstanding Class B common stock, which will include former holders of certain series of our preferred stock and our Founder, after giving effect to the Preferred Stock Conversion, will beneficially own approximately 69.2% of our outstanding capital stock and hold approximately 95.7% of the voting power of our outstanding capital stock (or 68.1% and 95.5%, respectively, if the underwriters exercise their option to purchase additional shares of our Class A common stock in full). Because of the ten-to-one voting ratio between our Class B common stock and Class A common stock, the holders of Class B common stock collectively will control over a majority of the combined voting power of all of our Class A common stock and Class B common stock and therefore will be able to control substantially all matters submitted to our stockholders for approval until a significant portion of such shares of outstanding Class B common stock have been converted to shares of Class A common stock as further described in “Description of Capital Stock.” This concentrated control will limit or preclude the ability of our other investors to influence corporate matters for the foreseeable future. For example, holders of our Class B common stock will have sufficient voting power to determine the outcome with respect to elections of directors, amendments to our certificate of incorporation, amendments to our bylaws that are subject to a stockholder vote, increases to the number of shares available for issuance under our equity incentive plans or adoption of new equity incentive plans, and approval of any merger, consolidation, sale of all or substantially all of our assets or other major corporate transaction requiring stockholder approval for the foreseeable future. In addition, this concentrated control may also prevent or discourage unsolicited acquisition proposals or offers for our capital stock that you may feel are in your best interest as one of our stockholders. This control may also adversely affect the market price of our Class A common stock.
Because the interests of the holders of our Class B common stock may differ from those of our other stockholders, actions that such holders take with respect to us, as significant stockholders, may not be favorable to our other stockholders, including holders of our Class A common stock who purchase shares in this offering.
The dual class structure of our common stock may adversely affect the trading market for our Class A common stock.
We cannot predict whether our dual class structure will result in a lower or more volatile market price of our Class A common stock or in adverse publicity or other adverse consequences. For example, certain index providers have announced restrictions on including companies with dual class or multi-class share structures in certain of their indexes. In July 2017, S&P Dow Jones and FTSE Russell announced changes to their eligibility criteria for the inclusion of shares of public companies on certain indices, including the Russell 2000, the S&P 500, the S&P MidCap 400 and the S&P SmallCap 600, to exclude companies with multiple classes of shares of common stock from being added to these indices. Beginning in 2017, MSCI, a leading stock index provider, opened public consultations on their treatment of no-vote and multi-class structures and temporarily barred new multi-class listings from certain of its indices; however, in October 2018, MSCI announced its decision to include equity securities “with unequal voting structures” in its indices and to launch a new index that specifically includes voting rights in its eligibility criteria. As a result, our dual class capital structure would make us ineligible for inclusion in any of these indices, and mutual funds, exchange-traded funds and other investment vehicles that attempt to passively track these indices will not be investing in our stock. These policies are still fairly new and it is as of yet unclear what effect, if any, they will have on the valuations of publicly traded companies excluded from the indices, but it is possible that they may depress these valuations compared to those of other similar companies that are included. Furthermore, we cannot assure you that other stock indices will not take a similar approach to S&P Dow Jones or FTSE Russell in the future. Exclusion from indices could make our
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Class A common stock less attractive to investors and, as a result, the market price of our Class A common stock could be adversely affected.
We are an “emerging growth company,” and our compliance with the reduced reporting and disclosure requirements applicable to “emerging growth companies” may make our Class A common stock less attractive to investors.
We are an “emerging growth company,” as defined in the JOBS Act, and we have elected to take advantage of certain exemptions and relief from various reporting requirements that are applicable to other public companies that are not “emerging growth companies.” These provisions include, but are not limited to: requiring only two years of audited financial statements and only two years of related selected financial data and management’s discussion and analysis of financial condition and results of operations disclosures; being exempt from compliance with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act; being exempt from any rules that could be adopted by the Public Company Accounting Oversight Board requiring mandatory audit firm rotations or a supplement to the auditor’s report on financial statements; being subject to reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements; and not being required to hold nonbinding advisory votes on executive compensation or on any golden parachute payments not previously approved.
In addition, while we are an “emerging growth company,” we will not be required to comply with any new financial accounting standard until such standard is generally applicable to private companies. As a result, our financial statements may not be comparable to companies that are not “emerging growth companies” or elect not to avail themselves of this provision.
We may remain an “emerging growth company” until as late as May 31, 2027, the fiscal year-end following the fifth anniversary of the completion of this initial public offering, though we may cease to be an “emerging growth company” earlier under certain circumstances, including if (1) we have more than $1.07 billion in annual net revenues in any fiscal year, (2) we become a “large accelerated filer,” with at least $700 million of equity securities held by non-affiliates as of the end of the second quarter of that fiscal year or (3) we issue more than $1.0 billion of non-convertible debt over a three-year period.
The exact implications of the JOBS Act are still subject to interpretations and guidance by the SEC and other regulatory agencies, and we cannot assure you that we will be able to take advantage of all of the benefits of the JOBS Act. In addition, investors may find our Class A common stock less attractive to the extent we rely on the exemptions and relief granted by the JOBS Act. If some investors find our Class A common stock less attractive as a result, there may be a less active trading market for our Class A common stock and our stock price may decline or become more volatile.
If securities or industry analysts do not publish research, or publish inaccurate or unfavorable research, about our business, the price of our Class A common stock and trading volume could decline.
The trading market for our Class A common stock will depend in part on the research and reports that securities or industry analysts publish about us or our business, our market, and our competitors. We do not have any control over these analysts. If few securities analysts commence coverage of us, or if industry analysts cease coverage of us, the trading price for our Class A common stock would be negatively affected. If one or more of the analysts who cover us downgrade our Class A common stock or publish inaccurate or unfavorable research about our business, our stock price would likely decline. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, demand for our Class A common stock could decrease, which might cause our stock price and trading volume to decline.
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Purchasers in this offering will experience immediate and substantial dilution in the book value of their investment.
The assumed initial public offering price of our Class A common stock of $30.50 per share (which is the midpoint of the price range set forth on the cover page of this prospectus) is substantially higher than the pro forma as adjusted net tangible book value per share of our outstanding common stock immediately after this offering. Therefore, if you purchase our Class A common stock in this offering, you will incur immediate dilution of $26.29 in the pro forma as adjusted net tangible book value per share from the price you paid assuming that stock price. In addition, following this offering, purchasers who bought shares from us in this offering will have contributed 54% of the total consideration paid to us by our stockholders to purchase 7,000,000 shares of common stock in this offering, in exchange for acquiring approximately 11% of our total outstanding shares as of August 31, 2021, after giving effect to this offering. If the underwriters exercise their option to purchase additional shares, if we issue any additional stock options or warrants or any outstanding stock options are exercised, if RSUs are settled, or if we issue any other securities or convertible debt in the future, investors will experience further dilution.
We will have broad discretion in the use of the net proceeds we receive in this offering and may not use them in ways that prove to be effective.
We will have broad discretion in the application of the net proceeds we receive in this offering, including for any of the purposes described in the section titled “Use of Proceeds,” and you will not have the opportunity as part of your investment decision to assess whether the net proceeds are being used appropriately. Because of the number and variability of factors that will determine our use of the net proceeds from this offering, their ultimate use may vary substantially from their currently intended use and it is possible that a substantial portion of the net proceeds will be invested in a way that does not yield a favorable, or any, return for us. If we do not use the net proceeds that we receive in this offering effectively, our business, financial condition, and results of operations could be harmed, and the market price for our Class A common stock could decline.
We do not intend to pay dividends for the foreseeable future.
We currently intend to retain any future earnings to finance the operation and expansion of our business and we do not expect to declare or pay any dividends in the foreseeable future. Moreover, the terms of our existing credit facility restrict our ability to pay dividends, and any additional debt we may incur in the future may include similar restrictions. In addition, Delaware law may impose requirements that may restrict our ability to pay dividends to holders of our common stock. As a result, stockholders must rely on sales of their Class A common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investment.
Delaware law and provisions in our amended and restated certificate of incorporation and amended and restated bylaws could make a merger, tender offer or proxy contest more difficult, limit attempts by our stockholders to replace or remove our current management and depress the market price of our Class A common stock.
Provisions in our amended and restated certificate of incorporation and our amended and restated bylaws that will become effective immediately prior to the closing of this offering may discourage, delay or prevent a merger, acquisition or other change in control of us or tender offer that stockholders may consider favorable, including transactions in which stockholders might otherwise receive a premium for their shares. These provisions could also limit the price that investors might be willing to pay in the future for shares of our Class A common stock, thereby depressing the market price of our Class A common stock. In addition, these provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our board of directors. Because our board of directors is responsible for appointing the members of our
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management team, these provisions could in turn affect any attempt by our stockholders to replace current members of our management team. Among others, these provisions include that:
restrict the forum for certain litigation against us to Delaware or the federal courts, as applicable;
subject to the rights of the holders of any series of our preferred stock to elect directors, our board of directors has the exclusive right to expand the size of our board of directors and to elect directors to fill newly created directorships and vacancies created by the death, disability, resignation, disqualification or removal of directors or from any other cause, which prevents stockholders from being able to fill vacancies on our board of directors;
subject to the rights of the holders of any series of our preferred stock to elect directors, our board of directors is divided into three classes, Class I, Class II, and Class III, with each class serving staggered three-year terms, which may delay the ability of stockholders to change the membership of a majority of our board of directors;
subject to the rights of the holders of any series of our preferred stock, our stockholders may not act by written consent, which requires all stockholder action to be taken at an annual or special meeting of our stockholders;
a special meeting of stockholders may be called only by or at the direction of the chair of the board of directors, the chief executive officer, the lead independent director, or the board of directors, which may delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors;
our amended and restated certificate of incorporation prohibits cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates;
our board of directors may amend our bylaws without obtaining stockholder approval;
the approval of the holders of at least two-thirds of the outstanding voting power of the shares entitled to vote generally at an election of directors, voting together as a single class, is required for stockholders to adopt, amend or repeal our amended and restated bylaws;
the approval of the holders of at least two-thirds of the outstanding voting power of the shares entitled to vote generally at an election of directors, voting together as a single class, is required to amend certain provisions of our amended and restated certificate of incorporation, including provisions relating to the amendment of terms of our common stock, the classified board of directors, the size of our board of directors, the removal of directors, the filling of vacancies on our board of directors, the calling of special meetings of stockholders, actions by written consent of stockholders, limitation of liability of directors, indemnification of officers and directors, and the choice of forum relating to certain legal actions;
stockholders must provide advance notice and additional disclosures in order to nominate individuals for election to the board of directors or to propose matters that can be acted upon at a stockholders’ meeting, which may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of our company; and
our board of directors is authorized to issue shares of preferred stock and to determine the terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer.
Moreover, because we are incorporated in Delaware, we are governed by the provisions of Section 203 of the Delaware General Corporation Law (the “DGCL”) which generally prohibits a person who owns in excess of 15% of our outstanding voting stock from merging or combining with us for a period of three
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years after the time of the transaction in which the person acquired in excess of 15% of our outstanding voting stock, unless the merger or combination is approved in a prescribed manner.
Our amended and restated certificate of incorporation will provide that, subject to limited exceptions, the state and federal courts (as appropriate) located within the State of Delaware will be the sole and exclusive forum for certain stockholder litigation matters, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or stockholders.
Our amended and restated certificate of incorporation will provide that, unless we consent in writing to the selection of an alternative forum, (A)(i) any derivative action or proceeding brought on behalf of us, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our current or former directors, officers, other employees, or stockholders to us or to our stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL, our amended and restated certificate of incorporation or amended and restated bylaws (as either may be amended or restated) or as to which the DGCL confers exclusive jurisdiction on the Court of Chancery of the State of Delaware, or (iv) any action asserting a claim governed by the internal affairs doctrine of the law of the State of Delaware, shall be exclusively brought in the Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction thereof, the federal district court of the State of Delaware, and (B) the federal district courts of the United States shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. Notwithstanding the foregoing, the exclusive forum provision shall not apply to claims seeking to enforce any liability or duty created by the Exchange Act.
The choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits against us and our directors, officers, and other employees, although our stockholders will not be deemed to have waived our compliance with federal securities laws and the rules and regulations thereunder. Alternatively, if a court were to find the choice of forum provision contained in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, results of operations, and financial condition. Any person or entity purchasing or otherwise acquiring or holding any interest in shares of our capital stock shall be deemed to have notice of and consented to the forum provisions in our amended and restated certificate of incorporation. Our exclusive forum provision shall not relieve the Company of its duties to comply with the federal securities laws and the rules and regulations thereunder, and our stockholders will not be deemed to have waived our compliance with these laws, rules, and regulations.
We have identified a material weakness in our internal control over financial reporting. If we experience material weaknesses in the future or otherwise fail to implement and maintain an effective system of internal controls in the future, we may not be able to accurately report our financial condition or results of operations which may adversely affect investor confidence in us, and as a result, the value of our Class A common stock.
As a privately-held company, we were not required to evaluate our internal control over financial reporting in a manner that meets the standards of publicly traded companies required by Section 404(a) of the Sarbanes-Oxley Act (“Section 404”). As a public company, we will be subject to significant requirements for enhanced financial reporting and internal controls. The process of designing and implementing effective internal controls is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain a system of internal controls that is adequate to satisfy our reporting obligations as a public company. In addition, we will be required, pursuant to Section 404, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting in the second annual report following the completion of this offering. This assessment will need to include disclosure of any material weaknesses identified by our management in our internal control over financial reporting. A material weakness is a deficiency or combination of deficiencies in internal control over
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financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual and interim financial statements will not be detected or prevented on a timely basis.
The rules governing the standards that must be met for our management to assess our internal control over financial reporting are complex and require significant documentation, testing, and possible remediation. Testing and maintaining internal controls may divert our management’s attention from other matters that are important to our business. Once we are no longer an “emerging growth company,” our auditors will be required to issue an attestation report on the effectiveness of our internal controls on an annual basis.
In the course of preparing the financial statements that are included in this prospectus, management has determined that a material weakness exists within the internal controls over financial reporting. The material weakness identified relates to (i) information technology general controls, in the areas of user access and program change management, over our key accounting and reporting systems, and (ii) certain controls within our financial reporting processes supporting timely reconciliations, analysis of certain key accounts, the review of journal entries, as well as, controls to address segregation of certain accounting duties. We concluded that the material weakness in our internal control over financial reporting occurred because, prior to this offering, we were a private company and did not have the necessary business processes, systems, personnel, and related internal controls necessary to satisfy the accounting and financial reporting requirements of a public company.
In order to remediate the material weakness, we have hired additional accounting and finance resources with public company experience and intend to continue to hire additional resources. We have also implemented and intend to continue to implement additional review controls and processes that require timely account reconciliations and analyses; IT general controls to manage access and program changes within our IT environment; and processes and controls to better identify and manage risks associated with segregation of duties. Furthermore, we have engaged a third-party specialist to assist with evaluating and documenting the design and operating effectiveness of our internal controls over financial reporting and to generally assist with these remediation efforts, including implementation of new controls and processes.
We will not be able to fully remediate the identified material weakness until the ongoing steps described above have been completed and our internal controls have been operating effectively for a sufficient period of time. We believe we will make significant progress in our remediation plan within fiscal year 2023, but cannot assure you that we will be able to fully remediate the material weakness by such time. We also may incur significant costs to execute various aspects of our remediation plan but cannot provide a reasonable estimate of such costs at this time.
In accordance with the provisions of the JOBS Act, we and our independent registered public accounting firm were not required to, and did not, perform an evaluation of our internal control over financial reporting as of May 31, 2021 nor any period subsequent in accordance with the provisions of the Sarbanes-Oxley Act. Accordingly, we cannot assure you that we have identified all material weaknesses. Material weaknesses may still exist when we report on the effectiveness of our internal control over financial reporting as required under Section 404 of the Sarbanes-Oxley Act after the completion of this offering.
In the future, it is possible that additional material weaknesses or significant deficiencies may be identified that we may be unable to remedy before the requisite deadline for these reports. Our ability to comply with the annual internal control reporting requirements will depend on the effectiveness of our financial reporting and data systems and controls across our company. Any weaknesses or deficiencies or any failure to implement new or improved controls, or difficulties encountered in the implementation or operation of these controls, could harm our operating results and cause us to fail to meet our financial reporting obligations, or result in material misstatements in our consolidated financial statements, which could adversely affect our business and reduce our stock price.
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If we are unable to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404, our independent registered public accounting firm may not issue an unqualified opinion. If either we are unable to conclude that we have effective internal control over financial reporting, investors could lose confidence in our reported financial information, which could have a material adverse effect on the trading price of our Class A common stock. Failure to remedy any material weakness in our internal control over financial reporting, or to implement or maintain other effective control systems required of public companies, could also restrict our future access to the capital markets.
General Risk Factors
Our management team has limited experience managing a public company, and the requirements of being a public company may strain our resources, divert management’s attention, and affect our ability to attract and retain qualified board members.
As a public company listed in the United States, we will incur significant additional legal, accounting, and other expenses. In addition, changing laws, regulations, and standards relating to corporate governance and public disclosure, including regulations implemented by the SEC and Nasdaq, may increase legal and financial compliance costs, and make some activities more time consuming. These laws, regulations, and standards are subject to varying interpretations, and as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies.
Most members of our management team have no experience managing a publicly traded company, interacting with public company investors, and complying with the increasingly complex laws pertaining to public companies. Our management team may not successfully or efficiently manage our transition to being a public company that is subject to significant regulatory oversight and reporting obligations under the federal securities laws and the continuous scrutiny of securities analysts and investors. Furthermore, we are committed to maintaining high standards of corporate governance and public disclosure, and our efforts to establish the corporate infrastructure required of a public company and to comply with evolving laws, regulations, and standards are likely to divert management’s time and attention away from revenue-generating activities to compliance activities, which may prevent us from implementing our business strategy and growing our business. Moreover, we may not be successful in implementing these requirements. If we do not effectively and efficiently manage our transition into a public company and continue to develop and implement the right processes and tools to manage our changing enterprise and maintain our culture, our ability to compete successfully and achieve our business objectives could be impaired, which could negatively impact our business, financial condition, and results of operations.
Additionally, as a public company, we may from time to time be subject to proposals by stockholders urging us to take certain corporate actions. If activist stockholder activity ensues, we may be required to incur additional costs to retain the services of professional advisors, management time and attention will be diverted from our core business operations, and perceived uncertainties as to our future direction, strategy or leadership may cause us to lose potential business opportunities and impair our brand and reputation, any of which could materially and adversely affect our business, financial condition, and results of operations.
In addition to increasing our legal and financial compliance costs, the additional rules and regulations described above might also make it more difficult for us to obtain certain types of insurance, including director and officer liability insurance, and we might be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified persons to serve on our board of directors, on committees of our board of directors or as members of our senior management team.
If our estimates or judgments relating to our critical accounting policies are based on assumptions that change or prove to be incorrect, our results of operations could fall below the expectations of
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our investors and securities analysts, resulting in a decline in the trading price of our common stock.
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in our consolidated financial statements and accompanying notes. We base our estimates on many factors, including historical experience and various other assumptions that we believe to be reasonable under the circumstances, as discussed in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus, the results of which form the basis for making judgments about the carrying values of assets, liabilities, equity, and expenses that are not readily apparent from other sources. Our results of operations may be adversely affected if our assumptions change or if actual circumstances differ from those in our assumptions, which could cause our results of operations to fall below our publicly announced guidance or the expectations of securities analysts and investors, resulting in a decline in the market price of our common stock.
Our reported financial results may be negatively impacted by changes in GAAP and financial reporting requirements.
GAAP and related financial reporting requirements are complex, continually evolving and may be subject to varied interpretation by the relevant authoritative bodies, including the Financial Accounting Standards Board (“FASB”), the SEC and various bodies formed to promulgate and interpret appropriate accounting principles. FASB has in the past issued new or revised accounting standards that superseded existing guidance and significantly impacted the reporting of financial results. Any future change in GAAP and financial reporting requirements or interpretations could also have a significant effect on our reported financial results, and may even affect the reporting of past transactions completed before the announcement or effectiveness of a change if retrospective adoption is required. It is difficult to predict the impact of future changes to accounting principles or our accounting policies, any of which could negatively affect our reported results of operations.
We are, and may in the future be, subject to legal proceedings in the ordinary course of our business. If the outcomes of these proceedings are adverse to us, it could have a material adverse effect on our business, financial condition, and results of operations.
We are subject to various litigation matters from time to time, the outcome of which could have a material adverse effect on our business, financial condition, and results of operations. Claims arising out of actual or alleged violations of law could be asserted against us by individuals, either individually or through class actions, by governmental entities in civil or criminal investigations and proceedings or by other entities. These claims could be asserted under a variety of laws, including but not limited to consumer finance laws, consumer protection laws, environmental laws, intellectual property laws, privacy laws, labor and employment laws, securities laws and employee benefit laws. Claims may also arise out of actual or alleged breaches of contract or other actual or alleged acts or omissions by or on behalf of us. These actions could expose us to adverse publicity and to substantial monetary damages and legal defense costs, injunctive relief and criminal and civil fines and penalties, including but not limited to suspension or revocation of licenses to conduct business. Even if we are successful in defending against legal claims, litigation could result in substantial costs and demand on management resources. See “Business—Legal Proceedings.”
Failure to comply with anti-bribery, anti-corruption, anti-money laundering laws, and similar laws, could subject us to penalties and other adverse consequences.
If we further expand our operations outside of the United States, we must dedicate additional resources to comply with numerous laws and regulations in each jurisdiction in which we plan to operate. Our business activities may be subject to the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the U.S. Travel Act, the USA PATRIOT Act and other anti-bribery and anti-money laundering laws in countries outside of the
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United States in which we conduct our activities. Anti-corruption and anti-bribery laws have been enforced aggressively in recent years and are interpreted broadly to generally prohibit companies, their employees, and their third-party intermediaries from authorizing, offering, or providing, directly or indirectly, improper payments or benefits to recipients in the public or private sector. The FCPA generally prohibits companies and their employees and third party intermediaries from offering, promising, giving or authorizing the provision of anything of value, either directly or indirectly, to a non-U.S. government official in order to influence official action or otherwise obtain or retain business. The FCPA also requires public companies to make and keep books and records that accurately and fairly reflect the transactions of the corporation and to devise and maintain an adequate system of internal accounting controls. Our business is heavily regulated and therefore involves significant interaction with public officials, including officials of non-U.S. governments.
Any actual or alleged violation of the FCPA or other applicable anti-bribery, anti-corruption or anti-money laundering laws could result in whistleblower complaints, sanctions, settlements, prosecution, enforcement actions, fines, damages, adverse media coverage, investigations, loss of export privileges, severe criminal or civil sanctions, or suspension or debarment from U.S. government contracts, any of which would adversely affect our reputation, as well as our business, financial condition, results of operations, and growth prospects. Responding to any investigation or action would likely result in a materially significant diversion of management’s attention and resources and significant defense costs and other professional fees. In addition, the U.S. government may seek to hold us liable for successor liability for FCPA violations committed by companies in which we invest or that we acquire.
The estimates of market opportunity and forecasts of market growth included in this prospectus may prove to be inaccurate, and even if the markets in which we compete achieve the forecasted growth, our business could fail to grow at similar rates, or at all.
The estimates of market opportunity and forecasts of market growth included in this prospectus may prove to be inaccurate. Market opportunity estimates and growth forecasts are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate, including as a result of any of the risks described in this prospectus.
The variables that go into the calculation of our market opportunity are subject to change over time, and there is no guarantee that any particular number or percentage of addressable customers covered by our market opportunity estimates will purchase our products at all or generate any particular level of revenue for us. In addition, our ability to expand in any of our target markets depends on a number of factors, including the cost, performance and perceived value associated with our products and traditional medical apparel. Even if the markets in which we compete meet the size estimates and growth forecasted in this prospectus, our business could fail to grow at similar rates, or at all. Our growth is subject to many factors, including our success in implementing our business strategy, which is subject to many risks and uncertainties. Accordingly, the forecasts of market growth included in this prospectus should not be taken as indicative of our future growth.
Our insurance may not provide adequate coverage against claims.
We believe that we maintain insurance customary for businesses of our size and type. However, there are types of losses we may incur that cannot or may not be insured against or that we believe are not economically reasonable to insure. Moreover, any loss incurred could exceed policy limits and policy payments made to us may not be made on a timely basis. In addition, some of our agreements with our suppliers may not indemnify us from product liability for a particular supplier’s merchandise or our suppliers may not have sufficient resources or insurance to satisfy their indemnity and defense obligations.
We will incur significant additional costs as a result of being a public company.
Upon completion of this offering, we expect to incur increased costs associated with corporate governance requirements that will become applicable to us as a public company, including rules and
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regulations of the SEC, under the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Customer Protection Act of 2010, and the Exchange Act, as well as the rules of the Nasdaq. These rules and regulations are expected to significantly increase our accounting, legal and financial compliance costs and make some activities more time consuming. We expect such expenses to further increase after we are no longer an “emerging growth company.” We also expect these rules and regulations to make it more expensive for us to maintain directors’ and officers’ liability insurance. If we fail to maintain sufficient levels of such insurance, it may be more difficult for us to attract and retain qualified persons to serve on our board of directors or as executive officers. We cannot predict or estimate the amount of additional costs we will incur as a public company or the timing of such costs.
Our business is subject to the risk of earthquakes, fire, power outages, floods, and other catastrophic events, and to interruption by man-made events such as terrorism.
Our business is vulnerable to damage or interruption from earthquakes, fires, floods, power losses, telecommunications failures, terrorist attacks, acts of war, human errors, break-ins, and similar events. The third-party systems and operations and suppliers and service providers we rely on are subject to similar risks. For example, a significant natural disaster, such as an earthquake, fire, or flood, could have an adverse effect on our business, financial condition, and results of operation, and our insurance coverage may be insufficient to compensate us for losses that may occur. Acts of terrorism, which may be targeted at metropolitan areas that have higher population density than rural areas, could also cause disruptions in our or our customers’ businesses or the economy as a whole. We may not have sufficient protection or recovery plans in some circumstances, such as natural disasters affecting locations that store significant inventory of our products. Any prolonged disruption of operations, whether due to technical, information systems, communication networks, strikes, accidents, weather conditions or other natural disasters, the COVID-19 pandemic or otherwise, whether short- or long-term, would materially and adversely affect our business, financial condition, and results of operations.
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements about us and our industry that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this prospectus, including statements regarding our strategy, future financial condition, future operations, projected costs, prospects, plans, objectives of management and expected market growth, are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “shall,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” “goal,” “objective,” “seeks,” or “continue,” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans, or intentions.
These forward-looking statements are subject to risks, uncertainties and assumptions, some of which are beyond our control. In addition, these forward-looking statements reflect our current views with respect to future events and are not a guarantee of future performance. Actual outcomes may differ materially from the information contained in the forward-looking statements as a result of a number of factors, including, without limitation, the risk factors set forth in “Risk Factors” and the following issues:
SMBs may be unwilling to outsource their payroll administration and human resources support to a third-party service provider;
our ability to compete successfully against existing and future competitors in the PEO industry;
our ability to manage our growth effectively;
our ability to maintain our company culture as we expand;
pandemics, epidemics, or disease outbreaks, such as the COVID-19 pandemic;
our ability to keep pace with technological and competitive developments and develop, or otherwise introduce new products and solutions and enhancements to our existing offerings;
we may not be successful in our efforts to make acquisitions and successfully integrate newly acquired businesses or products in the future;
risks associated with our co-employment relationship of worksite employees and the possible liability we may be subject to as a result of such relationships;
our dependence on existing subscription customers, as well as our need to increase sales of our subscriptions to new customers;
our dependence on our current management team and other key employees, and our inability to attract and retain highly skilled employees;
our ability to develop and expand our marketing and sales capabilities and our ability to maintain consumer awareness of our brand;
fluctuations in the sales prices of our products and solutions;
the adequacy of our customer support;
our need for and ability to obtain additional financing to achieve our goals;
complying with new and existing state and federal laws, especially relating to laws and regulations that govern what it means to be an employer or an employee, and uncertainty as to the application of these laws to us and our customers;
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losing recognition as an employer of worksite employees under federal and state laws and regulations, or for ERISA purposes;
our reliance on third-party service providers that could experience a security breach, data loss, or other compromise, including if unauthorized parties obtain access to our customers’ data;
our reliance on information technology systems, and any real or perceived bug, defect, security vulnerability, error, or other performance failure involving our platform, products or solutions;
complying with laws and regulations relating to data privacy, data protection, advertising, and consumer protection;
our ability to protect our proprietary technology, or to obtain, maintain, protect, and enforce sufficiently broad intellectual property rights therein;
our reliance on third party software, including open source software, in our products and services;
our dual class structure of our common stock; and
risks related to our status as an emerging growth company.
Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this prospectus.
The forward-looking statements made in this prospectus relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this prospectus to reflect events or circumstances after the date of this prospectus or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements.
You should read this prospectus and the documents that we reference in this prospectus and have filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of the forward-looking statements in this prospectus by these cautionary statements.
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MARKET AND INDUSTRY DATA
This prospectus contains estimates, projections and other information concerning our industry and our business, as well as data regarding market research, estimates and forecasts prepared by our management. Information that is based on estimates, forecasts, projections, market research or similar methodologies is inherently subject to uncertainties, and actual events or circumstances may differ materially from events and circumstances that are assumed in this information. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section titled “Risk Factors.” Unless otherwise expressly stated, we obtained this industry, business, market and other data from reports, research surveys, studies and similar data prepared by market research firms and other third parties, industry and general publications, government data and similar sources. In some cases, we do not expressly refer to the sources from which this data is derived. In that regard, when we refer to one or more sources of this type of data in any paragraph, you should assume that other data of this type appearing in the same paragraph is derived from sources which we paid for, sponsored or conducted, unless otherwise expressly stated or the context otherwise requires. While we have compiled, extracted and reproduced industry data from these sources, we have not independently verified the data. Forecasts and other forward-looking information with respect to industry, business, market and other data are subject to the same qualifications and additional uncertainties regarding the other forward-looking statements in this prospectus. See “Special Note Regarding Forward-Looking Statements.”
In particular, certain information identified in this prospectus is contained in the following independent industry publications or reports:
Gartner Press Release, Gartner Says Millennials and Gen Z Customers Prefer Third-Party Customer Service Channels, April 2021
MarketsandMarkets, Digital Workplace Market by Component (Solutions Unified Communication and Collaboration, Unified Endpoint Management, Enterprise Mobility and Management and Services), Deployment, Organization Size, Vertical, and Region - Global Forecast to 2026
The Gartner content described herein (the “Gartner Content”) represents research opinion or viewpoints published, as part of a syndicated subscription service, by Gartner, Inc. (“Gartner”), and are not representations of fact. Gartner Content speaks as of its original publication date (and not as of the date of this prospectus), and the opinions expressed in the Gartner Content are subject to change without notice.
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USE OF PROCEEDS
We estimate that we will receive net proceeds from this offering of approximately $195.1 million (or $225.1 million if the underwriters exercise their option to purchase additional shares of Class A common stock in full), based on an assumed initial public offering price of $30.50 per share (which is the midpoint of the price range set forth on the cover page of this prospectus) and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.
Each $1.00 increase or decrease in the assumed initial public offering price per share of $30.50 (which is the midpoint of the price range set forth on the cover page of this prospectus) would increase or decrease the net proceeds to us from this offering by approximately $6.6 million, assuming the number of shares of Class A common stock offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each 1,000,000 share increase or decrease in the number of shares of Class A common stock offered in this offering would increase or decrease the net proceeds to us from this offering by approximately $28.6 million, assuming that the initial public offering price per share remains at $30.50 (which is the midpoint of the price range set forth on the cover page of this prospectus), and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.
The principal purposes of this offering are to increase our capitalization and financial flexibility, create a public market for our Class A common stock, and enable access to the public equity markets for us and our stockholders. We intend to use the net proceeds we receive from this offering for general corporate purposes, including working capital, operating expenses and capital expenditures. We may also use a portion of the net proceeds to acquire or make investments in businesses, products, offerings and technologies, although we do not have agreements or commitments for any material acquisitions or investments at this time.
The expected use of net proceeds from this offering represents our intentions based upon our present plans and business conditions. We cannot predict with certainty all of the particular uses for the proceeds of this offering or the amounts that we will actually spend on the uses set forth above. Accordingly, our management will have broad discretion in applying the net proceeds of this offering. The timing and amount of our actual expenditures will be based on many factors, including cash flows from operations and the anticipated growth of our business. Pending their use, we intend to invest the net proceeds of this offering in a variety of capital-preservation investments, including short- and intermediate-term investments, interest-bearing investments, investment-grade securities, government securities and money market funds.
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DIVIDEND POLICY
We have never declared or paid any cash dividends on our capital stock. We currently intend to retain all available funds and future earnings, if any, for the operation and expansion of our business and do not anticipate declaring or paying any dividends in the foreseeable future. Any future determination related to our dividend policy will be made at the discretion of our board of directors after considering our financial condition, results of operations, capital requirements, contractual requirements, business prospects and other factors the board of directors deems relevant, and subject to the restrictions contained in any future financing instruments. In addition, our Credit Agreement contains restrictions on our ability to pay cash dividends on our capital stock. See the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Credit Facilities” for additional information.
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CAPITALIZATION
The following table sets forth cash and cash equivalents and capitalization as of August 31, 2021, as follows:
on an actual basis;
on a pro forma basis, giving effect to (i) the filing and effectiveness of our amended and restated certificate of incorporation, which will occur immediately prior to the completion of this offering, and (ii) the Preferred Stock Conversion; and
on a pro forma as adjusted basis, giving effect to (i) the pro forma adjustments set forth above and (ii) the sale and issuance of 7,000,000 shares of our Class A common stock in this offering at an assumed initial public offering price of $30.50 per share (which is the midpoint of the price range set forth on the cover page of this prospectus), after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.
The information below is illustrative only. Our capitalization following the closing of this offering will be adjusted based on the actual initial public offering price and other terms of this offering determined at pricing. You should read this table together with our consolidated financial statements and related notes, and the sections titled “Selected Consolidated Financial and Other Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” that are included elsewhere in this prospectus.
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As of August 31, 2021
ActualPro FormaPro Forma As
Adjusted
(in millions, except share amounts
and par values)

(Unaudited)
Cash and cash equivalents
$109.9 $109.9 $306.1 
Long-term debt
14.8 14.8 14.8 
Redeemable convertible preferred stock, $0.0005 par value: 71,465,641 shares authorized, 40,577,516 shares issued and outstanding, actual; no shares authorized, issued, and outstanding, pro forma and pro forma as adjusted
147.1 — — 
Stockholders’ deficit:
Preferred stock, par value $0.0005 per share; no shares authorized, issued, and outstanding, actual; 20,000,000 shares authorized, no shares issued and outstanding, pro forma and pro forma as adjusted
— — — 
Class A common stock, par value $0.0005 per share; 67,000,000 shares authorized, 3,387,693 shares issued and 3,341,371 shares outstanding, actual; 400,000,000 shares authorized, 13,208,657 shares issued and 13,162,335 shares outstanding, pro forma; 400,000,000 shares authorized, 20,208,657 shares issued and 20,162,335 shares outstanding, pro forma as adjusted
— — — 
Class B common stock, par value $0.0005 per share; 47,732,649 shares authorized, 11,351,737 shares issued and 11,246,898 shares outstanding, actual; 50,000,000 shares authorized, 42,108,289 shares issued and 42,003,450 shares outstanding, pro forma; 50,000,000 shares authorized, 42,108,289 shares issued and 42,003,450 shares outstanding, pro forma as adjusted
— — — 
Additional paid-in capital
28.7 175.8 370.9 
Accumulated deficit
(74.2)(74.2)(74.2)
Total stockholders’ deficit
(45.5)101.6 296.7 
Total capitalization
$226.3 $226.3 $617.6 
Each $1.00 increase or decrease in the assumed initial public offering price per share of $30.50 (which is the midpoint of the price range set forth on the cover page of this prospectus) would increase or decrease, as applicable, the pro forma as adjusted amount of each of cash and cash equivalents, additional paid-in capital, total stockholders’ deficit, and total capitalization by approximately $6.6 million, assuming that the number of shares of Class A common stock offered by us, as set forth on the cover page of this prospectus remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each 1,000,000 share increase or decrease in the number of shares of Class A common stock offered in this offering would increase or decrease, as applicable, the pro forma as adjusted amount of each of cash and cash equivalents, additional paid-in capital, total stockholders’ deficit, and total capitalization by $28.6 million, assuming that the initial public offering price per share remains at $30.50 (which is the midpoint of the price range set forth on the cover page of this prospectus), and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.
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DILUTION
If you invest in our Class A common stock in this offering, your interest will be diluted to the extent of the difference between the initial public offering price per share of Class A common stock and the pro forma as adjusted net tangible book value per share of Class A common stock immediately after this offering.
Our historical net tangible book value as of August 31, 2021 was negative $80.4 million or negative $5.51 per share. Our historical net tangible book value per share represents total tangible assets less total liabilities and convertible preferred stock, divided by the number of shares of our Class A common stock and Class B common stock outstanding as of August 31, 2021.
Our pro forma net tangible book value as of August 31, 2021 was $66.7 million, or $1.21 per share. Pro forma net tangible book value per share represents the amount of our total tangible assets less our total liabilities, divided by the number of our shares of our Class A common stock and Class B common stock outstanding as of August 31, 2021, after giving effect to (i) the filing and effectiveness of our amended and restated certificate of incorporation, which will occur immediately prior to the completion of this offering and (ii) the Preferred Stock Conversion.
After giving further effect to receipt of the net proceeds from our issuance and sale of 7,000,000 shares of Class A common stock in this offering at an assumed initial public offering price per share of $30.50 (which is the midpoint of the price range set forth on the cover page of this prospectus) and after deducting estimated underwriting discounts and commissions and estimated offering expenses, our pro forma as adjusted net tangible book value as of August 31, 2021 would have been approximately $261.8 million, or $4.21 per share. This amount represents an immediate increase in pro forma as adjusted net tangible book value of $3.00 per share to our existing stockholders and an immediate dilution of approximately $26.29 per share to new investors purchasing Class A common stock in this offering.
We determine dilution by subtracting the pro forma as adjusted net tangible book value per share after this offering from the initial public offering price per share paid by new investors for a share of Class A common stock. The following table illustrates this dilution on a per share basis:
Assumed initial public offering price per share of Class A common stock$30.50 
Historical net tangible book value per share as of August 31, 2021
$(5.51)
Increase per share attributable to the pro forma adjustments described above
$6.72 
Pro forma net tangible book value per share as of August 31, 2021
$1.21 
Increase in pro forma net tangible book value per share attributable to new investors purchasing Class A common stock in this offering
$3.00 
Pro forma as adjusted net tangible book value per share immediately after this offering$4.21 
Dilution in pro forma as adjusted net tangible book value per share to new investors in this offering$26.29 
The dilution information discussed above is illustrative only and may change based on the actual initial public offering price and other terms of this offering. Each $1.00 increase or decrease in the assumed initial public offering price per share of $30.50 (which is the midpoint of the price range set forth on the cover page of this prospectus) would increase or decrease, as applicable, our pro forma as adjusted net tangible book value per share after this offering by $0.11 per share and the dilution per share to new investors participating in this offering by $0.11 per share, assuming that the number of shares of Class A common stock offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, a 1,000,000 share increase in the number of shares of Class A common stock offered by us would increase the pro forma as adjusted net tangible book value after this offering by $0.39
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per share and decrease the dilution per share to new investors participating in this offering by $0.39 per share, and a 1,000,000 share decrease in the number of shares of Class A common stock offered by us would decrease the pro forma as adjusted net tangible book value by $0.40 per share, and increase the dilution per share to new investors in this offering by $0.40 per share, assuming that the assumed initial public offering price per share of $30.50 (which is the midpoint of the price range set forth on the cover page of this prospectus) remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.
If the underwriters exercise in full their option to purchase additional shares of Class A common stock from us, the pro forma as adjusted net tangible book value per share after giving effect to this offering would be $4.62 per share, and the dilution to investors participating in this offering would be $25.88 per share.
The following table summarizes, on the pro forma as adjusted basis described above, the differences between the number of shares purchased from us, the total consideration paid and the average price per share paid to us by existing stockholders and by investors purchasing shares in this offering at the assumed initial public offering price per share of $30.50 (which is the midpoint of the price range set forth on the cover page on this prospectus), before deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us:  
Shares PurchasedTotal ConsiderationAverage Price
NumberPercentAmountPercentPer Share
Existing stockholders55,165,785 89 %$179,537,125 46 %$3.25 
New investors7,000,000 11 %$213,500,000 54 %$30.50 
Total62,165,785 100 %$393,037,125 100 %
A $1.00 increase or decrease in the assumed initial public offering price per share of $30.50 (which is the midpoint of the price range set forth on the cover page of this prospectus) would increase or decrease, as applicable, the total consideration paid by new investors by $7.0 million and, in the case of an increase, would increase the percentage of total consideration paid by new investors to 55% and, in the case of a decrease, would decrease the percentage of total consideration paid by new investors to 53%, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same. Similarly, a 1,000,000 share increase or decrease in the number of shares offered by us would increase or decrease, as applicable, the total consideration paid by new investors by $30.5 million and, in the case of an increase, would increase the percentage of total consideration paid by new investors to 58% and, in the case of a decrease, would decrease the percentage of total consideration paid by new investors to 50%, assuming that the assumed initial public offering price per share of $30.50 (which is the midpoint of the price range set forth on the cover page of this prospectus) remains the same.
If the underwriters exercise their option to purchase additional shares of Class A common stock in full, our existing stockholders would own 87% and our new investors would own 13% of the total number of shares of our Class A common stock outstanding upon the completion of this offering.
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SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA
The following tables summarize our consolidated financial and other data. The summary consolidated statements of operations data for the three months ended August 31, 2021 and 2020, and consolidated balance sheet data as of August 31, 2021 have been derived from our unaudited consolidated financial statements included elsewhere in this prospectus. We have included, in our opinion, all adjustments necessary to state fairly our results of operations for these periods. We have prepared the unaudited consolidated financial statements on the same basis consistent with the presentation of our audited consolidated financial statements that are included elsewhere in this prospectus. The summary consolidated statements of operations data for the fiscal years ended May 31, 2021 and 2020, and consolidated balance sheet data as of May 31, 2021 and 2020 have been derived from our audited consolidated financial statements included elsewhere in this prospectus. Our historical results are not necessarily indicative of the results that may be expected in the future and our results of operations for the three months ended August 31, 2021 are not necessarily indicative of the results that may be expected for the year ended May 31, 2022 or any other interim periods or any future year or period. You should read the summary consolidated financial and other data below in conjunction with the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this prospectus.
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Three Months Ended August 31, Year Ended May 31,
2021202020212020
(in millions, except per share data)(Unaudited)
Consolidated Statements of Operations Data:
Revenue:
Subscription revenue$27.5 $19.9 $87.4 $68.4 
Benefits and insurance related revenue263.7 186.9 895.3 674.0 
Total revenue291.2 206.8 982.7 742.4 
Cost of revenue:
Benefits and insurance fees249.2 178.0 842.9 638.7 
Cost of providing services11.0 6.7 33.7 26.6 
Total cost of revenue260.2 184.7 876.6 665.3 
Gross profit31.0 22.1 106.1 77.1 
Operating expenses:
Sales and marketing12.9 8.7 37.8 49.2 
General and administrative expense15.8 7.8 39.9 38.0 
Product development6.2 3.0 15.6 11.2 
Total operating expenses34.9 19.5 93.3 98.4 
(Loss) income from operations
(3.9)2.6 12.8 (21.3)
Loss on extinguishment of debt(1.1)— — — 
Interest and other expense(0.1)(0.4)(2.2)(1.8)
Interest and other income— — 0.3 2.8 
Net (loss) income before taxes
(5.1)2.2 10.9 (20.3)
Income taxes— — — — 
Net (loss) income
$(5.1)$2.2 $10.9 $(20.3)
Per Share Data: (1)
Net (loss) income per share attributable to Class A and Class B common stockholders:
Basic$(0.35)$0.04 $0.20 $(1.52)
Diluted$(0.35)$0.04 $0.19 $(1.52)
Weighted average Class A and Class B common shares outstanding:
Basic14,544,37914,217,512 14,346,76313,407,274 
Diluted14,544,37956,864,729 56,860,07813,407,274 
Pro forma net income (loss) per share attributable to Class A and Class B common stockholders  (unaudited)
Basic$(0.09)$0.20 
Diluted$(0.09)$0.19 
Pro forma weighted average Class A and Class B common shares outstanding  (unaudited)
Basic55,121,895 54,924,279 
Diluted55,121,895 56,860,078 
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_______________
(1)See Note 3 to our consolidated financial statements included elsewhere in this prospectus for an explanation of the method used to calculate historical basic and diluted net loss per share of common stock and the weighted average number of shares used in the computation of the per share amounts. Pro forma basic and diluted net income (loss) per share give effect, where applicable, to the conversion of the outstanding redeemable convertible preferred stock into 40,577,516 shares of common stock immediately prior to the closing of this offering.
August 31, 2021May 31, 2021May 31, 2020
(in millions)(Unaudited)
Consolidated Balance Sheet Data:
Cash and cash equivalents$109.9 $101.0 $96.1 
Working capital (1)
$73.1 $67.9 $70.3 
Total assets$573.2 $454.3 $238.2 
Total liabilities$471.6 $352.3 $153.2 
Total redeemable convertible preferred stock and stockholders’ deficit$101.6 $102.0 $85.0 
_______________
(1)We define working capital as current assets less current liabilities. See our consolidated financial statements and related notes included elsewhere in this prospectus for further details regarding our current assets and current liabilities.
Non-GAAP Financial Measures
In addition to financial measures presented in accordance with GAAP, we monitor other non-GAAP financial measures that we use to manage our business, to make planning decisions, to allocate resources and to use as performance measures in our executive compensation plan. These key financial measures provide an additional view of our operational performance over the long-term and provide useful information that we use in order to maintain and grow our business.
These non-GAAP financial measures are supplemental measures of our performance, are not defined by or presented in accordance with GAAP, and should not be considered in isolation from, superior to or as a substitute for the directly comparable financial measures prepared in accordance with GAAP.
Although we use these non-GAAP financial measures as described above, they have significant limitations as analytical tools. Some of these limitations include:
adjusted gross profit and adjusted income (loss) from operations do not reflect the impact of stock-based compensation expense;
although depreciation and amortization expense is a non-cash charge, the assets being depreciated and amortized will often have to be replaced in the future and adjusted gross profit and adjusted income (loss) does not reflect any cash requirements for such replacements;
corporate free cash flow does not include cash provided by financing activities or changes in certain items considered cash and cash equivalents; and
other companies in our industry may calculate such measures differently than we do, thereby limiting their usefulness as comparative measures.
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Non-GAAP Financial MeasureDefinitionHow We Use the Measure
Contribution profit
Gross profit excluding cost of providing services
Provides a comparable measure of profitability, including gross profit excluding associated business support costs, as included within cost of providing services. Contribution profit is presented excluding the impact of costs that are under direct control of the business, including payment and tax and customer success team-related expenses, in addition to depreciation and amortization of products acquired or built to grow and support the platform.
Promotes an understanding of profit generated from direct fees, including those paid directly to third-parties for our insurance and benefits offerings. We internally evaluate our contribution profit as a way to measure the success of our third-party contractual relationships and determine the amount to commit to future internal support and investments, including those within cost of providing services.
Provides a measure, among others, used in the determination of incentive compensation for management.
Adjusted gross profit
Gross profit, excluding the effects of cost of providing services related to:
Stock-based compensation expense
Depreciation and amortization expense
Provides a consistent measure of gross profit by excluding certain non-cash charges such as stock-based compensation and depreciation and amortization included within the cost of providing services financial statement line item, which are recognized based on the estimated fair values. We believe these charges are not directly resulting from our core operations or indicative of our ongoing operations.
Adjusted income (loss) from operations
Income (loss) from operations, excluding the effects of:
Stock-based compensation expense


Provides period-to-period comparisons on a consistent basis and an understanding as to how our management evaluates the effectiveness of our business strategies by excluding certain non-cash charges such as stock-based compensation, which is recognized based on estimated fair values. We believe these charges are not directly resulting from our core operations or indicative of our ongoing operations.
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Enhances comparisons to prior periods and, accordingly, facilitates the development of future projections and earnings growth prospects.
Corporate free cash flow
Cash provided by (used in) operating and investing activities, excluding the effects of:
Changes in co-employment assets
Changes in restricted cash


Provides a measure of liquidity that adjusts free cash flow to exclude changes in co-employment assets, and changes in restricted cash, which includes funds to be used for the payment of benefits and insurance fees and amounts reserved that are owed to our customers. We believe this measure provides clearer insight into how we collect and manage cash.
Promotes an understanding of free cash flow associated with cash we maintain for general operations. We internally evaluate our cash movement based on this calculation.
Facilitates the development of future cash flow projections and future investment prospects.
Reconciliation of GAAP to Unaudited Non-GAAP Financial Measures
The table below presents a reconciliation of gross profit to contribution profit:
Three Months Ended August 31, Year Ended May 31,
2021202020212020
(in millions)(Unaudited)
Gross profit$31.0 $22.1 $106.1 $77.1 
Cost of providing services11.0 6.7 33.7 26.6 
Contribution profit$42.0 $28.8 $139.8 $103.7 
The table below presents a reconciliation of gross profit to adjusted gross profit:
Three Months Ended August 31, Year Ended May 31,
2021202020212020
(in millions)(Unaudited)
Gross profit$31.0 $22.1 $106.1 $77.1 
Stock-based compensation expense (1)
0.6 0.1 0.7 0.5 
Depreciation and amortization (2)
0.2 0.1 0.6 0.5 
Adjusted gross profit$31.8 $22.3 $107.4 $78.1 
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The table below presents a reconciliation of (loss) income from operations to adjusted income (loss) from operations:
Three Months Ended August 31, Year Ended May 31,
2021202020212020
(in millions)(Unaudited)
(Loss) income from operations$(3.9)$2.6 $12.8 $(21.3)
Stock-based compensation expense (1)
4.3 1.2 5.0 3.4 
Stock-based compensation tender offer (1)
— — — 12.6 
Adjusted income (loss) from operations$0.4 $3.8 $17.8 $(5.3)
________________
(1)Stock-based compensation expense included in the consolidated statements of operations for the periods presented below is as follows:
Three Months Ended August 31, Year Ended May 31,
2021202020212020
(in millions)(Unaudited)
Cost of providing services$0.6 $0.1 $0.7 $0.5 
Sales and marketing0.6 0.3 0.8 0.7 
General and administrative2.0 0.5 2.5 14.0 
Product development1.1 0.3 1.0 0.8 
Stock-based compensation expense$4.3 $1.2 $5.0 $16.0 
(2)Depreciation and amortization expense included in cost of providing services in the consolidated statements of operations.
The table below presents a reconciliation of net cash provided by (used in) operating and investing activities to corporate free cash flow:
Three Months Ended August 31, Year Ended May 31,
2021202020212020
(in millions)(Unaudited)
Net cash provided by (used in) operating activities$125.4 $25.1 $95.2 $(33.9)
Net cash (used in) provided by investing activities(1.9)(1.6)(9.4)7.8 
Less: change in co-employment assets127.5 22.6 41.1 (44.6)
Less: change in restricted cash(13.5)6.7 40.6 20.6 
Corporate free cash flow$9.5 $(5.8)$4.1 $(2.1)
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
You should read the following discussion and analysis of our financial condition and results of operations together with the “Selected Consolidated Financial and Other Data” and our consolidated financial statements and related notes included elsewhere in this prospectus. This discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under the section titled “Risk Factors” or in other parts of this prospectus. Our historical results are not necessarily indicative of the results that may be expected for any period in the future. Except as otherwise noted, all references to 2021 refer to the fiscal year ended May 31, 2021 and all references to 2020 refer to the fiscal year ended May 31, 2020.
OVERVIEW
Justworks is a cloud-based software platform that gives small and medium-sized businesses (“SMBs”) access to benefits, payroll, human resources (“HR”), and compliance support—all in one place. We drive economies of scale via co-employment, enabling attractive cost savings for our customers and providing them a richer suite of benefits for their employees. We believe we are the first provider to combine this powerful demand aggregation dynamic with a simple, intuitive user experience and 24/7 expert support—enabling entrepreneurs and SMBs to grow with confidence. That is why over 8,000 customers across all 50 U.S. states representing almost 140,000 worksite employees (“WSEs”), as of November 30, 2021, trust Justworks as their human capital management (“HCM”) platform.
We have achieved a number of key milestones in the following fiscal years, including:
2012: Founded in New York.
2013: Hired first corporate employees, defined Justworks’ core values, and launched pilot of Justworks to a small group of companies.
2014: Surpassed 90 customers and 300 WSEs on the platform and built out our customer service function.
2015: Surpassed 300 customers and 1,900 WSEs on the platform and rolled out the first Justworks ad campaign on the NYC subway.
2016: Surpassed 1,000 customers and 8,000 WSEs on the platform, launched access to Aetna as a national health insurance provider, and teamed up with OneMedical to provide our customers with access to their offering.
2017: Surpassed 1,600 customers and 17,000 WSEs on the platform, launched the Benefits Center in Justworks, 24/7 support, completed first SOC-1 audit, and certified by the IRS as a certified professional employer organization (“CPEO”).
2018: Surpassed 2,900 customers and 37,000 WSEs on the platform and added HealthAdvocate as our Employee Assistance Program (“EAP”) provider.
2019: Surpassed 5,000 customers and 69,000 WSEs on the platform, launched access to UnitedHealthcare in select markets, launched free harassment prevention and inclusion trainings and tools to all customers, teamed up with ClassPass to provide our customers with access to their offering, and accredited by the Employer Services Assurance Corporation (“ESAC”).
2020: Surpassed 6,700 customers and 89,000 WSEs on the platform, launched access to Kaiser Permanente in select markets, completed first SOC-2 audit, and launched tools that enabled our customers to access critical COVID-19 relief programs.
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2021: Surpassed 7,800 customers and 118,000 WSEs on the platform, acquired Boomr, a cloud-based time and attendance software company, teamed up with Talkspace to provide our customers with access to their offering, and launched native e-Signature functionality in Justworks.
OUR BUSINESS MODEL
We drive revenue by selling subscriptions to our HCM SaaS product and providing benefits to our PEO customers. We typically generate revenue on a per employee per month (“PEPM”) basis, whereby we charge our customers monthly, and in some cases annually, for our HCM SaaS products based on the number of employees our customers pay on our platform. In addition to this, our revenue includes insurance-related billings and administrative fees collected from customers. We internally set the fees we charge our customers based on the cost composition of the underlying insurance or benefit offering based on the amounts billed to us from third-party insurance and benefits providers and profit from their continued subscriptions to our HCM SaaS products and services.
Our revenue is largely recurring in nature. Our recurring revenue increases as we grow our customer base, as our customers expand their workforces, as the volume of payroll we process increases and as customers adopt incremental products on our platform.
We have a cost efficient go-to-market engine, combining an inside sales team for established SMBs and an automated self-enrollment funnel for emerging companies, which represented 15% of new business during the twelve months ended August 31, 2021. Additionally, we engage professional services providers such as insurance brokers and accountants to acquire more customers. This has enabled us to drive a lifetime value to customer acquisition cost ratio of 5.7x during our twelve months ended August 31, 2021.
COVID-19 UPDATE
During COVID-19, we instituted a number of service offerings and developed tools to assist customers in obtaining government provided tax credits, tax deferrals and loans while also providing resources that assisted customers in addressing the challenges faced by employers as a result of the pandemic. At the same time, cornerstone features of our platform, including self-service, tax processing, and multi-state compliance and online open enrollment for health insurance, continue to take on increased importance for our customers in an increasingly hybrid remote working-environment. During fiscal 2021, our total revenue grew by 32.4% compared to the same period in 2020, demonstrating both our ability to adapt and steer our business through an unprecedented economic downturn as well as the underlying strength of our customer base.
The extent to which our future results are affected by the COVID-19 pandemic will depend on various factors and consequences beyond our control, such as the scope, duration, and magnitude of the pandemic as well as additional actions by businesses and governments in response to the pandemic and the speed and effectiveness of responses to combat the virus and its variants.
IPO AWARDS
In connection with this offering, we intend to grant options and restricted stock unit awards under the 2022 Incentive Award Plan that can be exercised or settled for an aggregate of approximately 271,219 shares of our Class A common stock, based on an assumed initial public offering price of $30.50 per share, which is the midpoint of the price range set forth on the cover page of this prospectus. The grant date fair value of these awards totals approximately $7.8 million, and the majority of stock-based compensation expense related to these grants will be recognized over a four-year period.
In connection with this offering, our board of directors is expected to approve a grant to our Founder and Chief Executive Officer, Isaac Oates, of 1,600,000 performance-based stock options (the “Founder Award”). The stock options will be eligible to vest based on both (a) the achievement of pre-determined
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stock price goals over a five-year period following this offering and (b) Mr. Oates’ continued employment as our Chief Executive Officer. See “Executive and Director Compensation” for additional details.
We are in the process of estimating the fair value of the Founder Award, in which the fair value of shares of Class A common stock will be used as an input to a Monte Carlo simulation used to estimate the fair value of the underlying stock options. We expect that the stock-based compensation expense related to the Founder Award will be at least $15.0 million. The stock-based compensation expense will be recognized using the accelerated attribution method over the period of time the performance condition for each tranche is expected to be met (i.e., the derived service period).
KEY OPERATING AND FINANCIAL METRICS
We use the following metrics to assess the progress of our business, make decisions on where to allocate capital, time and technology investments, and assess the near-term and long-term performance of our business.
Three Months Ended August 31, Year Ended May 31,
20212020% Change20212020% Change
(in millions)(Unaudited)
Income Statement Data:
Total revenue$291.2 $206.8 40.8 %$982.7 $742.4 32.4 %
Gross profit$31.0 $22.1 40.3 %$106.1 $77.1 37.6 %
(Loss) income from operations$(3.9)$2.6 NM$12.8 $(21.3)NM
Non-GAAP financial measures (1):
Contribution profit$42.0 $28.8 45.8 %$139.8 $103.7 34.8 %
Adjusted gross profit$31.8 $22.3 42.6 %$107.4 $78.1 37.5 %
Adjusted income (loss) from operations$0.4 $3.8 (89.5)%$17.8 $(5.3)NM
Three Months Ended August 31, Year Ended May 31,
2021202020212020
(in millions)(Unaudited)
Cash Flow Data:
Net cash provided by (used in) operating activities$125.4 $25.1 $95.2 $(33.9)
Net cash (used in) provided by investing activities$(1.9)$(1.6)$(9.4)$7.8 
Net cash (used in) provided by financing activities$(0.6)$0.4 $0.8 $51.1 
Non-GAAP financial measures (1):
Corporate free cash flow$9.5 $(5.8)$4.1 $(2.1)
_______________
(1)See “Selected Consolidated Financial Data—Non-GAAP Financial Measures” for the definitions of each unaudited non-GAAP financial measure listed above and for a reconciliation to the most directly comparable financial measure calculated in accordance with GAAP.
KEY FACTORS AFFECTING OUR PERFORMANCE
Our financial performance has been, and we expect our financial performance in the future to be, driven by our ability to:
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Maintain or Increase the Number of Customers Using Our Platform
We have built a cost efficient go-to-market engine with robust and diversified sales channel strategies. Our Account Executives and Sales Development teams target SMBs with less than 100 employees on average. We also operate a broad sales channel program that establishes relationships with partners who cater to our market and generate lead flow. Additionally, our seamless automated self-enrollment funnel for emerging companies is a highly cost effective and scalable sales channel, representing 15% of new business during the twelve months ended August 31, 2021.
We expect to increase sales and marketing spend in both current markets and new markets in order to capture new qualified opportunities. For the twelve months ended August 31, 2021, 53% of our customer base existed in the New York City area. We believe there is substantial opportunity to broaden our geographic footprint. We expect to increase the size of our inside sales organization to target additional large metropolitan statistical areas with high concentrations of companies with less than 100 employees.
The value our customers receive from Justworks and our efficient customer acquisition engine is evidenced by our lifetime value to customer acquisition cost ratio of 5.7x for the twelve months ended August 31, 2021. We calculate our lifetime value to customer acquisition cost ratio for a particular year by dividing (i) the change in adjusted gross profit year-over-year divided by one minus our customer gross retention rate over the same period by (ii) total sales and marketing expense excluding stock-based compensation over the same period.
Increase Monetization of Existing Customers
Our strategy is to grow alongside our customers, in particular those with less than 100 employees who find legacy service providers cumbersome, complex and often high cost, and to focus on our core market, which we believe has been underserved by legacy PEO service providers. This strategy is successful as the number of their employees grows, as the volume of payroll increases and as customers adopt incremental products on our platform. We believe our ability to retain and grow revenue from existing customers is evidenced by our subscription revenue net retention rate, which was 138% and 117% in the fiscal years ended 2020 and 2021, respectively, and increased slightly to 119% for the twelve months ended August 31, 2021. Due to the fact that new business is partially realized in the year customers are acquired, with a full year’s impact in the following year, we believe that net retention rates will begin to stabilize as new business becomes a smaller percentage of the installed base. Additionally, these rates can trend lower during our second and third fiscal quarters due to increased customer churn during health insurance renewal periods and transition to the new calendar year.
We calculate our subscription revenue net retention rate by taking (i) subscription revenue from the previous fiscal year, adding upsells and expansion less contraction and cancellations during the current fiscal year, excluding subscription revenue from new customers, and dividing by (ii) subscription revenue from the previous fiscal year.
Our success depends on our platform’s ability to scale alongside customers and support their growth. We also increase our monetization as customers’ payroll volume increases, specifically as WSEs’ overall compensation increases over time. As a result, our other revenue lines are highly correlated to our subscription revenue. As highlighted below, we have experienced increasing subscription revenue annual recurring revenue (“ARR”) on each customer cohort since 2016. Our subscription revenue ARR has been slightly impacted by COVID-19-related business contraction and closures during the fourth fiscal quarter of 2020, but has since rebounded.
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Subscription Revenue ARR by Annual Customer Cohort
keyfactorsaffectingperform.jpg
For each annual cohort, we measure the subscription revenue for the last month in each quarter and annualize it. We refer to the resulting measure as subscription revenue ARR. This metric includes recurring, monthly subscriptions so long as the Company does not have any indication that the customer has canceled or intends to cancel its subscription and we continue to generate revenue from such customer. We note that monthly subscription rates are subject to auto-renewal unless a customer affirmatively cancels their subscription. There is, however, no guarantee that this revenue will be realized in future periods.
Continuing to Innovate and Expand Our Core Capabilities
We believe that our product features and functionality are a key differentiator of our offerings. We intend to continue to invest in research and development to sustain and advance our product leadership, as evidenced by over 50 product enhancements launched during the year ended May 31, 2021. As we continue to add more features and benefits offerings to the Justworks platform, we may make changes to our existing pricing plans. Our ability to innovate and introduce competitive new products is dependent on our ability to recruit and retain top technical talent and invest in research and development initiatives.
COMPONENTS OF OUR RESULTS OF OPERATIONS
Revenue and Cost of Revenue
Subscription revenue. Subscription revenue consists of the fees charged to customers for access to our cloud-based software that facilitates the processing of payroll-related transactions on their behalf, access to our HR expertise, employment and benefit law compliance services, and other HR-related services.
Benefits and insurance related revenue. Benefits and insurance related revenue consists of insurance-related billings and administrative fees collected from customers related to health insurance plans provided by insurance carriers, workers’ compensation, state unemployment insurance, and other employee benefits. The largest component of benefits and insurance related revenue consists of medical, dental, vision and other insurance related amounts charged to customers, and is generally non-risk
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bearing in nature with the majority of this revenue passed on to insurance carriers and other benefits vendors in the form of benefits and insurance fees.
Benefits and insurance fees. Benefits and insurance fees consist of health insurance-related charges paid to insurance carriers, workers’ compensation claims and premiums, state unemployment insurance taxes and other employee benefit fees that directly support both subscription and benefits and insurance related revenue. The largest components of benefits and insurance fees are direct amounts payable to third parties that include charges for medical, dental, vision and other insurance-related fees and are generally non-risk bearing in nature. Certain benefits and insurance fees, including workers’ compensation and state unemployment insurance taxes, may fluctuate based on actual claims activity and changes to remittance rates applied by the states, respectively.
Cost of providing services. Cost of providing services consists primarily of employee-related costs, including stock-based compensation costs, related to our customer service and payroll and benefits operations teams. Cost of providing services also includes costs associated with the operation and maintenance of the Justworks platform including our cloud-based hosting and bandwidth services, amortization and other expenses related to the underlying infrastructure utilized by customer service and payroll and benefits operations teams, and website maintenance and security, including employee-related costs and stock-based compensation costs for technology operations teams.
Operating Expenses
Operating expenses include sales and marketing, general and administrative, and product development expenses.
Sales and marketing. Sales and marketing expenses consist primarily of targeted advertising campaigns and employee-related costs, including stock-based compensation, associated with our sales, marketing and insurance pricing teams. Sales and marketing expenses also include professional service fees associated with public relations, communications, and other marketing-related activities. We expect sales and marketing expense to continue to increase in absolute dollars as we continue to invest in our sales and marketing efforts, but we expect sales and marketing expense to remain relatively consistent as a percentage of gross profit and contribution profit in the long-term.
General and administrative. General and administrative expenses consist primarily of employee-related costs, including stock-based compensation, associated with our employees supporting finance, legal, strategy, business operations, people, diversity equity and inclusion, workplace, and IT functions. Additional general and administrative expenses include rent and other overhead costs, depreciation of property and equipment, professional service fees, software, and other corporate-related administrative costs. We anticipate that we will incur additional costs for personnel and related expenses and third-party professional fees related to the preparation to operate as a public company and expect our general and administrative expenses to increase in absolute dollars as we continue to grow our business and enhance our systems, processes and internal controls, but we expect general and administrative expense to decrease as a percentage of gross profit and contribution profit in the long-term.
Product development. Product development expenses consist primarily of employee-related costs, including stock-based compensation, associated with our product, engineering, and design teams. Additional product development expenses include costs associated with product research and development and the amortization of capitalized software associated with building out new website features and enhancements. We expect our product development expenses to continue to increase in absolute dollars as we continue our strategy to develop new product offerings, and we expect that our product development expenses may fluctuate as a percentage of gross profit and contribution profit from period to period and increase as a percentage of gross profit and contribution profit in the long-term.
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Net Interest and Other (Expense) Income
Net interest and other (expense) income consists primarily of interest expense and amortization of deferred financing costs associated with our long-term debt agreements, and interest income associated with investments in money market funds and short-term investments.
RESULTS OF OPERATIONS
Comparison of the Three Months Ended August 31, 2021 and 2020
(Unaudited)
WSEs and Customers
Total WSEs increased by 35,778, or 37.2%, to 131,956 as of August 31, 2021, from 96,178 as of August 31, 2020. These increases were due to new customers joining our platform as well as net expansion from our existing customer base. We had 7,014 customers on our platform as of August 31, 2020 compared to 8,188 customers on our platform as of August 31, 2021, which represents a 16.7% increase year-over-year.
Revenue and Cost of Revenue
In addition to focusing on growing our WSEs, we also continued to focus on pricing strategies to expand our revenue opportunities. Average gross profit per employee per month (“PEPM”) increased 3.8% for the three months ended August 31, 2021 compared to the same period in 2020, from $78 to $81. Average contribution profit PEPM, a measure used to monitor the success of our pricing strategies, resulted in an average PEPM of $109 for the three months ended August 31, 2021 compared to $102 for the same period ended 2020, an increase of 6.9%. This increase is the result of an improved margin of our benefits and insurance plans and higher subscription revenue PEPM.
The table below presents a breakdown of revenue and cost of revenue:
Three Months Ended
August 31,
(in millions)20212020% Change
Revenue:
Subscription revenue$27.5 $19.9 38.2 %
Benefits and insurance related revenue263.7 186.9 41.1 
Total revenue291.2 206.8 40.8 
Cost of Revenue:
Benefits and insurance fees249.2 178.0 40.0 
Cost of providing services11.0 6.7 64.2 
Total cost of revenue260.2 184.7 40.9 
Gross profit
$31.0 $22.1 40.3 %
Total revenue increased by $84.4 million, or 40.8%, to $291.2 million for the three months ended August 31, 2021, from $206.8 million for the three months ended August 31, 2020. This increase in total revenue was due to an increase in subscription revenue of 38.2% and an increase in benefits and insurance related revenue of 41.1% for the three months ended August 31, 2021 as compared to the same period in 2020.
The increase in subscription revenue of $7.6 million was largely due to the increase in WSEs compounded by an increase in subscription fees per WSE, attributable to a more advantageous customer and pricing mix.
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Gross profit increased by $8.9 million, or 40.3%, to $31.0 million for the three months ended August 31, 2021, from $22.1 million for the three months ended August 31, 2020. In addition to increases related to revenue growth discussed above, the remaining change was driven primarily from the following:
Increase in workers’ compensation revenue less expenses of $4.8 million, or 103.0%, due to continued volume growth of payroll processed coupled with a decrease in premiums and processing costs per member.
Increase in state unemployment insurance revenue less expenses of $1.8 million due to new customer growth and higher volume of payroll processed in addition to a higher proportion of WSEs in states with favorable SUI rates and pricing strategy improvements.
The above increases to gross profit were partially offset by an increase in cost of providing services of $4.3 million primarily due to higher compensation costs of $2.9 million and an increase in hosting and bandwidth costs of $1.2 million.
Operating Expenses
Operating expenses include sales and marketing, general and administrative and product development expenses.
At August 31, 2021, we had approximately 768 full-time corporate employees based out of our headquarters location in New York City. Our corporate employees’ compensation-related expenses represent the highest percentage of our total operating expenses. Compensation costs for our corporate employees include payroll, payroll taxes, stock-based compensation, bonuses, commissions and other payroll and benefits-related costs. The percentage of compensation-related expenses to operating expense was 56.3% in the three months ended August 31, 2021 increased from 55.7% in the same period in 2020 due to increased headcount, expansion of our executive team, and compensation adjustments.
The table below presents a breakdown of operating expenses:
Three Months Ended
August 31,
(in millions)20212020% Change
Sales and marketing$12.9 $8.7 48.3 %
General and administrative15.8 7.8 102.6 
Product development6.2 3.0 106.7 
Total operating expenses
$34.9 $19.5 79.0 %
Operating expenses increased by $15.4 million, or 79.0%, to $34.9 million for the three months ended August 31, 2021, from $19.5 million for the three months ended August 31, 2020. Specific costs varied as follows:
Sales and marketing increased by $4.2 million for the three months ended August 31, 2021. The increase was primarily a result of an increase in advertising of $1.9 million and an increase in compensation costs of $1.8 million.
General and administrative increased by $8.0 million for the three months ended August 31, 2021. The increase was largely due to an increase in compensation costs of $4.5 million, higher rent expense related to the commencement of the new corporate headquarters lease in July 2020 of $1.4 million, and an increase in legal and professional services fees of $1.4 million.
Product development increased by $3.2 million for the three months ended August 31, 2021, which was primarily related to higher compensation costs of $2.7 million resulting from
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engineering and product team headcount growth as we continued to commit to our investment in technology throughout the period.
Net Interest and Other Expense
We recognized net interest and other expense of $1.2 million for the three months ended August 31, 2021, compared to net interest expense of $0.4 million for the three months ended August 31, 2020. The change is attributed to the extinguishment of debt costs recognized in the three months ended August 31, 2021 related to the termination of our Loan and Security Agreement with Silicon Valley Bank (the “Loan and Security Agreement”).
The table below presents a breakdown of net interest and other expense:
Three Months Ended
August 31,
(in millions)20212020% Change
Loss on extinguishment of debt$(1.1)$— NM
Interest and other expense(0.1)(0.4)(75.0)%
Net interest and other expense
$(1.2)$(0.4)200.0 %
RESULTS OF OPERATIONS
Comparison of the Years Ended May 31, 2021 and 2020
WSEs and Customers
Total WSEs increased by 28,990, or 32.2%, to 118,916 as of May 31, 2021, from 89,926 as of May 31, 2020. These increases were due to new customers joining our platform as well as net expansion from our existing customer base, the former of which resulted in approximately 70% of the total WSE expansion. We had 6,731 customers on our platform as of May 31, 2020 compared to 7,861 customers on our platform as of May 31, 2021, which represents a 16.8% increase year-over-year.
Revenue and Cost of Revenue
In addition to focusing on growing our WSEs, we also continued to focus on pricing strategies to expand our revenue opportunities. Average gross profit per employee PEPM increased 13.3% for the year ended May 31, 2021 compared to the same period in 2020, from $75 to $85. Average contribution profit PEPM, a measure used to monitor the success of our pricing strategies, resulted in an average PEPM of $113 for the year ended May 31, 2021 compared to $101 for the year ended May 31, 2020, an increase of 11.9%. This increase is the result of an improved margin of our benefits and insurance plans and higher subscription revenue PEPM.
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The table below presents a breakdown of revenue and cost of revenue:
Year Ended
May 31,
(in millions)20212020% Change
Revenue:
Subscription revenue$87.4 $68.4 27.8 %
Benefits and insurance related revenue895.3 674.0 32.8 
Total revenue982.7 742.4 32.4 
Cost of Revenue:
Benefits and insurance fees842.9 638.7 32.0 
Cost of providing services33.7 26.6 26.7 
Total cost of revenue876.6 665.3 31.8 
Gross profit
$106.1 $77.1 37.6 %
Total revenue increased by $240.3 million, or 32.4%, to $982.7 million for the year ended May 31, 2021, from $742.4 million for the year ended May 31, 2020. This increase in total revenue was due to an increase in subscription revenue of 27.8% and an increase in benefits and insurance related revenue of 32.8% for the year ended May 31, 2021 as compared to the same period in 2020.
The increase in subscription revenue of $19.0 million was largely due to the increase in WSEs compounded by an increase in subscription fees per WSE, attributable to a more advantageous customer and pricing mix.
Gross profit increased by $29.0 million, or 37.6%, to $106.1 million for the year ended May 31, 2021, from $77.1 million for the year ended May 31, 2020. In addition to increases related to revenue growth discussed above, the remaining change was driven primarily from the following:
Increase in workers’ compensation revenue less expenses of $8.1 million due to continued volume growth of payroll processed in conjunction with lower than anticipated workers’ compensation claims.
Increase in state unemployment insurance revenue less expenses of $6.9 million due to new customer growth and higher volume of payroll processed in addition to favorable SUI rates enacted during the fourth quarter.
The above increases to gross profit were partially offset by an increase in cost of providing services of $7.1 million primarily due to higher compensation costs of $3.4 million, an increase in hosting and bandwidth costs of $3.4 million, and an increase in professional service fees of $0.5 million to support process improvements.
Operating Expenses
Operating expenses include sales and marketing, general and administrative and product development expenses.
At May 31, 2021, we had approximately 681 full-time corporate employees based out of our headquarters location in New York City. Our corporate employees’ compensation-related expenses represent the highest percentage of our total operating expenses. Compensation costs for our corporate employees include payroll, payroll taxes, stock-based compensation, bonuses, commissions and other payroll and benefits-related costs. The percentage of compensation-related expenses to operating expense was 56.6% in the year ended May 31, 2021 from 59.0% in the same period in 2020.
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The table below presents a breakdown of operating expenses:
Year Ended
May 31,
(in millions)20212020% Change
Sales and marketing$37.8 $49.2 (23.2)%
General and administrative39.9 38.0 5.0 
Product development15.6 11.2 39.3 
Total operating expenses
$93.3 $98.4 (5.2)%
Operating expenses decreased by $5.1 million, or 5.2%, to $93.3 million for the year ended May 31, 2021, from $98.4 million for the year ended May 31, 2020. Specific costs varied as follows:
Sales and marketing decreased by $11.4 million for the year ended May 31, 2021. The decrease was primarily a result of discretion in advertising spend, resulting in a decrease of $7.8 million, lower compensation costs of $1.0 million, and decreased travel and entertainment expenses of $0.7 million.
General and administrative increased by $1.9 million for the year ended May 31, 2021. The increase was largely due to higher rent expense related to the commencement of the new corporate headquarters lease in July 2020 of $7.7 million and higher professional services and other third-party fees to implement process improvements of $1.9 million. The increase was partially offset by a reduction in salaries and benefits expense of $7.3 million as a result of a tender offer in fiscal year 2020 with no corresponding charge to stock based compensation expense in the current period, as well as lower depreciation expense of $0.4 million.
Product development increased by $4.4 million for the year ended May 31, 2021, which was primarily related to higher compensation costs resulting from engineering and product team headcount growth as we continued to commit to our investment in technology throughout fiscal year 2021.
Net Interest and Other (Expense) Income
We recognized net interest expense of $1.9 million for the year ended May 31, 2021, compared to net interest income of $1.0 million for the year ended May 31, 2020. The full year change is attributed to the movement of funds out of money market funds and other short-term investments and into cash over the last fiscal year.
The table below presents a breakdown of net interest and other (expense) income:
Year Ended
May 31,
(in millions)20212020% Change
Interest and other expense$(2.2)$(1.8)22.2 %
Interest and other income0.32.8(89.3)%
Net interest and other (expense) income
$(1.9)$1.0 NM
SEASONALITY AND QUARTERLY TRENDS
The following tables summarize our unaudited quarterly results of operations for each of the nine quarters of the period ended August, 31, 2021. We have prepared the unaudited consolidated financial statements on the same basis consistent with the presentation of our audited consolidated financial statements that are included elsewhere in this prospectus. We have included, in our opinion, all adjustments necessary to state fairly our results of operations for these periods. Our quarterly results of
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operations financial data will vary in the future. These quarterly operating results are not necessarily indicative of our operating results for any future quarter or fiscal year.
Three Months Ended
August
31,
November
30,
February
29,
May
31,
August
31,
November
30,
February
28,
May
31,
August
31,
201920192020202020202020202120212021
Revenue:    
Subscription revenue$15.4 $16.3 $17.4 $19.3 $19.9 $21.2 $22.1 $24.2 $27.5 
Benefits and insurance related revenue137.1 152.5 198.9 185.5 186.9 201.7 264.1 242.6 263.7 
Total revenue
152.5 168.8 216.3 204.8 206.8 222.9 286.2 266.8 291.2 
Cost of revenue:
Benefits and insurance fees130.0 144.9 186.0 177.8 178.0 193.0 247.3 224.6 249.2 
Cost of providing services5.4