Securitization program and variable interest entities |
6 Months Ended |
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Jul. 31, 2026 | |
| Transfers and Servicing of Financial Assets [Abstract] | |
| Securitization program and variable interest entities | Securitization program and variable interest entities (a) Securitization program The Company sells eligible cardholder receivables pursuant to a securitization program (the “Securitization Program”), which is governed by the Receivables Purchase and Administration Agreement (as defined below). On April 30, 2026, AccessOne Funding, LLC (“AccessOne Funding”), an indirect wholly-owned subsidiary of the Company, as seller, AccessOne MedCard, Inc. (“AccessOne MedCard”), an indirect wholly-owned subsidiary of Phreesia, as servicer, PNC Bank, National Association (“PNC”), as purchaser and administrative agent, and PNC Capital Markets LLC (“PNC Capital Markets”), as structuring agent, entered into Amendment No. 9 (the “Amendment”) to the Receivables Purchase and Administration Agreement, dated as of March 31, 2020, as previously amended, restated, supplemented or otherwise modified (the “Receivables Purchase Agreement”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Amendment. The Amendment amended the Receivables Purchase Agreement to, among other things, increase the facility limit from $200,000 to $300,000 and extend the scheduled termination date of the Receivables Purchase Agreement from May 4, 2026 to April 30, 2029. The Amendment also updated certain definitions, covenants, eligibility and concentration provisions, servicing fee provisions, settlement mechanics and related administrative provisions. The Amendment also increased the concentration limit applicable to Eligible Receivables with related Providers that have Provider Ratings below “BBB-” or “Baa3” or that do not have Provider Ratings from 5.00% to 15.00% of the aggregate Securitization Value of all Eligible Receivables, subject to the Administrative Agent’s discretion to approve a greater percentage in writing following customary due diligence, requisite credit approvals and related analysis. In connection with the Amendment, Phreesia, AccessOne Holdings, Inc. (“AccessOne Holdings”) and PNC Bank entered into an Amended and Restated Performance Guaranty (the “Guaranty”), pursuant to which Phreesia became a joint and several co-guarantor of AccessOne MedCard’s obligations under certain transaction documents. The Guaranty covers the due and punctual performance and observance by AccessOne MedCard of its obligations under the transaction documents, including obligations to pay indemnities, dilution adjustments and repurchase obligations. Each Performance Guarantor’s obligations under the Guaranty are joint and several, absolute, unconditional and irrevocable. The Guaranty also includes broad indemnification obligations pursuant to which the Performance Guarantors, jointly and severally, indemnify and hold harmless each Secured Party and related parties from and against damages, losses, claims, liabilities and related costs and expenses. The Guaranty expressly provides that it is not a guarantee of the collection of any pool receivables and that Phreesia and AccessOne Holdings are not responsible for any non-payment or delay in the payment of any pool receivables solely due to the insolvency, bankruptcy, lack of creditworthiness or other financial inability to pay of the related obligor or provider. The Guaranty amends and restates the original performance guaranty entered into by AccessOne Holdings, in favor of PNC and for the benefit of PNC and the other purchaser parties under the Receivables Purchase Agreement (the “Original Performance Guaranty”) in its entirety, and upon effectiveness of the Guaranty, the terms of the Original Performance Guaranty were superseded, subject to AccessOne Holdings’ continuing liability for guaranteed obligations outstanding under the Original Performance Guaranty and the continuation of rights, remedies and payment provisions under the Original Performance Guaranty as provided in the Guaranty. The Company had no transfers under the Receivables Purchase Agreement accounted for as secured borrowings for the three and six months ended July 31, 2026. Cardholder receivables are originated by AccessOne MedCard and then entire receivables are sold to AccessOne Funding, a special‑purpose entity, for an amount equal to their face value. In accordance with the Receivables Purchase Agreement, AccessOne Funding sells entire cardholder receivables to PNC, an unaffiliated financial institution, for an initial cash purchase price (equal to the nominal amount of such receivables) and the right to receive a deferred purchase price, pursuant to the Securitization Program. Transfers that meet the sale criteria under ASC 860, Transfers and Servicing are accounted for as sales, and the related receivables are derecognized, as the assets are legally isolated, PNC has the ability to pledge or exchange the assets, and the Company does not maintain effective control. During the three and six months ended July 31, 2026, the Company sold cardholder receivables with an aggregate face value of $6,795 and $17,981, respectively, to PNC pursuant to the Securitization Program. The Company received cash proceeds and the right to receive deferred purchase price as consideration for the transferred receivables. The Receivables Purchase Agreement includes customary credit enhancement features, including a retained deferred purchase price and a reserve cash account. The Receivables Purchase Agreement requires a reserve cash account equal to 1.0% of outstanding securitized cardholder receivables. Restricted cash related to the Receivables Purchase Agreement totaled $1,691 and $1,691 as of July 31, 2026 and January 31, 2026, respectively. As of July 31, 2026, restricted cash related to the Securitization Program was classified within other long-term assets. The reclassification of restricted cash from current to non-current assets reflects the extension of the scheduled termination date of the Receivables Purchase Agreement from May 4, 2026 to April 30, 2029 pursuant to the Amendment. The deferred purchase price is a beneficial interest representing a right to receive certain cash flows from receivables sold to PNC. The Company receives cash and a deferred purchase price as consideration for derecognized receivables. The deferred purchase price functions as a credit enhancement and is settled from collections on the securitized cardholder receivables by the Company. Repayment of the deferred purchase price is conditional on the performance of the securitized cardholder receivables. Continuing involvement with transferred assets consists primarily of servicing activities and the deferred purchase price. Cash flows on the deferred purchase price are affected by the performance of the securitized receivables. The Company’s maximum exposure to loss related to transferred financial assets is equal to the $21,453 carrying amount of its deferred purchase price receivable as of July 31, 2026, as collections on the sold receivables are expected to be sufficient to repay senior interest holders in the securitization. The Company does not provide liquidity facilities, guarantees or other support beyond customary servicing obligations and the Performance Guaranty. (b) Variable interest entities In the ordinary course of business, the Company engages in certain activities that are not reflected on the consolidated balance sheets, generally referred to as off-balance sheet arrangements. These activities typically involve transactions with VIEs. AccessOne Funding is a wholly owned special‑purpose entity utilized in the Securitization Program. AccessOne Funding was established solely to facilitate the sale of entire cardholder receivables under the Securitization Program on behalf of the Company. Although AccessOne Funding is included in the Company’s consolidated financial statements, it is a separate legal entity with separate creditors. AccessOne Funding’s equity investment at risk is not sufficient to permit AccessOne Funding to finance its activities without additional subordinated financial support. The activities that most significantly impact AccessOne Funding’s economic performance include facilitating the transfer of cardholder receivables pursuant to the Securitization Program and overseeing compliance with Securitization Program on behalf of the Company. The Company, through its control over these activities, has the current ability to direct these significant activities. The Company’s obligation to absorb losses or right to receive benefits that could potentially be significant arises primarily from its retained deferred purchase price beneficial interest and servicing arrangements, which expose the Company to variability in residual cash flows and servicing economics based on the performance of the securitized cardholder receivables. Accordingly, AccessOne Funding is a VIE for which the Company is the primary beneficiary. The Company reassesses on an ongoing basis whether it is the primary beneficiary of AccessOne Funding and whether any Securitization Program changes would require a change in consolidation conclusions. Reconsideration events include, among others, amendments to the Securitization Program or servicing arrangements, changes in decision‑making rights, or modifications that alter the Company’s exposure to AccessOne Funding’s variability. Assets and liabilities of AccessOne Funding are included in the Company’s consolidated financial statements based on their nature within the respective line items. As of July 31, 2026, AccessOne Funding’s assets primarily consisted of deferred purchase price receivable of $21,453 and other long-term assets for restricted cash of $1,691. As of January 31, 2026, AccessOne Funding’s assets primarily consisted of deferred purchase price receivable of $23,425 and restricted cash of $1,691. As of July 31, 2026 and January 31, 2026, AccessOne Funding did not have any significant liabilities. AccessOne Funding’s assets are restricted and may be used only to settle obligations of AccessOne Funding. The Company’s exposure to AccessOne Funding’s variability primarily relates to the fair value of the retained deferred purchase price beneficial interest. The Company’s involvement with AccessOne Funding affects results of operations primarily through changes in the fair value of the deferred purchase price receivable, which are recorded in other income, net in the consolidated statements of operations. Cash flows related to AccessOne Funding consist primarily of collections applied to the deferred purchase price receivable. The Company’s exposure to variability is not expected to extend beyond the fair value of these arrangements. During the three and six months ended July 31, 2026, there were no material changes in the Company’s risk exposure related to AccessOne Funding. AccessOne Funding’s creditors and interest holders have no recourse to the Company beyond these arrangements. The Company evaluated interests in other legal entities and concluded that no other VIEs require consolidation. The Company did not have significant variable interests in unconsolidated VIEs as of July 31, 2026 and 2025. (c) Covenants The Receivables Purchase Agreement contains certain customary affirmative and negative covenants, reserve requirements, and termination events. Additionally, as of July 31, 2026, the Company was required under the Receivables Purchase Agreement to maintain minimum liquidity of $50,000 calculated based on unrestricted cash, cash equivalents and availability under its securitization facilities. The Company was in compliance with all related covenants as of July 31, 2026.
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